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Rating Action:

Moody's assigns Ba3 ratings to Ship Luxco 3 ("WorldPay")

08 Sep 2010

London, 08 September 2010 -- Moody's Investors Service has today assigned a Ba3 corporate family rating (CFR) and a Ba3 probability of default rating (PDR) to Ship Luxco 3, the parent company of the WorldPay borrowing group ("the company"). Moody's has concurrently assigned a provisional (P)Ba2 rating to the senior secured bank debt of Ship Luxco 3, including a GBP 235 million six-year amortising Term Loan A, a GBP 585 million seven-year bullet Term Loan B, as well as a GBP 75 million six-year Revolving Credit Facility and a GBP 75 million six-year Capital Expenditure Facility. The outlook on all ratings is stable.

The rating assignment follows the announcement by Advent International and Bain Capital on 6 August 2010 that they had agreed to acquire an approximately 80% stake in WorldPay from RBS Group, valuing the company at approximately GBP1.94 billion. RBS Group will retain an approximate 20% stake in the company. The transaction is scheduled to close in Q4 2010, subject to certain approvals. The rated debt will be used together with GBP 300 million of mezzanine debt to fund the acquisition, in conjunction with about GBP 820 million of equity.

WorldPay's business model is spread across the acquiring, processing and gateway parts of the card-processing value chain. It is positioned as a leader in the UK market (with over 40% market share) and in Europe and has a solid presence in the US. WorldPay's business profile benefits from positive industry trends, such as increased card payments penetration and growth in e-commerce, a large and diversified customer base and stable cash flow generation.

RATINGS RATIONALE

"The Ba3 rating reflects WorldPay's comparatively high profitability vis-a-vis rated peers, driven by its high-margin acquiring business, which enjoys considerable barriers to entry, a leading market position in the UK and significant economies of scale," says Tanya Savkin, Moody's lead analyst for WorldPay. "Moody's expects WorldPay to continue to generate stable cash flows post-separation from RBS Group thanks to continued favourable industry growth dynamics and long-term customer referral arrangements with RBS Group. However, the rating agency notes that the company's financial metrics are weakened by separation costs, a new capital structure and capex required for its core system upgrade. Revenues will also likely be negatively impacted over time through greater usage of debit cards compared to credit cards."

The company's liquidity profile is reasonable, supported by the cash-flow-generative nature of the business and the undrawn GBP 75 million revolving credit facility. Maintenance financial covenants have been set with customary headroom in line with the business plan.

Moody's understands that WorldPay will continue to leverage RBS Group's acquiring licences in the near to medium term while WorldPay obtains its own acquiring licences. The stable rating outlook reflects Moody's expectations that the separation process will proceed smoothly, also given the transitional service agreements with RBS and the sponsors' prior experience in the payments processing business. It also reflects Moody's view that WorldPay should maintain its strong market position, high profitability and adequate liquidity.

Positive pressure on the ratings could arise if the company materially de-leverages its balance sheet, leading to a debt-to-EBITDA ratio of below 4.0x, and EBIT-to-Interest-expense coverage ratio of above 2.0x. Downward pressure might occur as a result of a deterioration in the debt-to-EBITDA ratio towards 5.5x; EBIT-to-Interest-expense coverage trending below 1.5x; or free cash flow turning negative.

Moody's issues provisional ratings subject to pending regulatory approvals of the transaction. Once the approvals are granted, Moody's will endeavour to assign a definitive rating to the bank facilities. A definitive rating may differ from a provisional rating.

Headquartered in London (UK), WorldPay is a leading global payment services provider. In 2009, WorldPay generated 58% of its revenue in the UK, 27% in the US, 12.5% in the rest of Europe and the remaining 2.5% in Asia Pacific and RoW. The company processed a total of 6.8 billion card payment transactions in 2009 with a value of GBP 243 billion, generating revenue of GBP 527 million and EBITDA of GBP 284 million, as reported in the audited non-statutory carve-out financial statements.

The principal methodology used in rating Ship Luxco 3 Sarl was Business & Consumer Service Industry rating methodology published in August 2008. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website.

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London
Tanya Savkin
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
Chetan Modi
Senior Vice President
Corporate Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's Investors Service Ltd.
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Moody's assigns Ba3 ratings to Ship Luxco 3 ("WorldPay")
No Related Data.
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