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Rating Action:

Moody's changes ratings on Aurora's sr. unsecured notes and credit facility

14 Dec 2010

Follows the downsizing of the sr. unsecured note offering

New York, December 14, 2010 -- Moody's Investors Service downgraded the ratings on Aurora Diagnostics, LLC's (Aurora) senior unsecured notes to B3 (LGD5, 76%) from B2 (LGD5, 75%) and the amended credit facility to Ba2 (LGD2, 20%) from Ba1 (LGD2, 19%). Aurora's B1 Corporate Family and Probability of Default Rating remain unchanged. The outlook for the ratings remains negative.

The downgrade of the ratings reflects the change in the application of our Loss Given Default Methodology following the company's downsizing of the senior unsecured note offering to $200 million from $230 million. We had previously communicated that even a modest difference in the amount of unsecured debt raised or secured debt repaid in this transaction could affect the notching of both classes of debt.

Following is a summary of Moody's rating actions.

Ratings downgraded:

Aurora Diagnostics Holdings, LLC:

Senior unsecured notes, to B3 (LGD5, 76%) from B2 (LGD5, 75%)

Aurora Diagnostics, LLC:

Senior secured revolving credit facility, to Ba2 (LGD2, 20%) from Ba1 (LGD2, 19%)

Senior secured term loan due 2016, to Ba2 (LGD2, 20%) from Ba1 (LGD2, 19%)

Ratings unchanged:

Aurora Diagnostics Holdings, LLC:

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-2

RATINGS RATIONALE

Aurora's B1 Corporate Family Rating reflects the company's comparatively small scale, relatively short operating history at its current size and the potential risks associated with a rapid growth rate. Moody's also considers the significant amount of contingent liabilities in the form of future earnouts and future payments under a tax receivable arrangement relative to the debt level. However, Moody's also considers the company's history of favorable operating performance, including strong margins, solid free cash flow generation and relatively modest financial leverage targets.

Upward pressure on the rating is limited due to the company's size, risks associated with a rapid growth strategy and the increase in leverage from the proposed bond offering. However, Moody's could change the outlook back to stable if the company completes the contemplated IPO and uses proceeds to reduce debt. Moody's could also consider stabilizing the outlook if the company exhibits strong organic growth such that adjusted debt to EBITDA, excluding obligations related to earnouts, approaches a sustainable level of about 4.0 times. Ratings on specific debt instruments could change based on capital structure changes, even if the Corporate Family Rating remains unchanged.

Conversely, Moody's could downgrade the rating if the company is unable to reduce leverage in the near term due to operating difficulty in its core business, either through pressure from commercial payors on reimbursement rates or loss of physician referrals for the company's services, or if Aurora experiences integration issues with future acquisitions. Additionally, we could consider downgrading the rating if the company does not complete its contemplated equity offering or if proceeds from the offering are not used for debt repayment.

Moody's last rating action on Aurora was on December 6, 2010, when we assigned the ratings to the proposed issuance of unsecured notes and changed the rating outlook to negative.

For further details, refer to Moody's Credit Opinion for Aurora Diagnostics Holdings, LLC on moodys.com.

The principal methodologies used in this rating were Global Business & Consumer Service Industry published in October 2010 and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Palm Beach Gardens, Florida, Aurora, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermapathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $200 million in revenue for the twelve months ended September 30, 2010.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings, parties not involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of assigning a credit rating.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

New York
Christina Padgett
Senior Vice President
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Dean Diaz
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's Investors Service
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's changes ratings on Aurora's sr. unsecured notes and credit facility
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