New York, October 18, 2012 -- Moody's Investors Service ("Moody's") confirmed the B2 corporate family and probability of default ratings of BWAY Parent Company Inc. ("BWAY"), revised the ratings outlook to negative and concluded the review initiated on October 3, 2012. The review followed BWAY's announcement on October 2 that it had entered into a definitive agreement to be acquired by an affiliate of Platinum Equity in a transaction valued at approximately $1.24 billion. The company expects to finance the transaction with a $420-$480 million new senior secured term loan facility, the $205 million of existing seniro unsecured notes and up to $375 million of PIK toggle notes. The Company also expects to enter into a $150 million asset-based revolving credit facility (not rated by Moody's). The sponsor is expected to contribute approximately $294 million of common equity which is not expected to accrete, have a regular dividend or be putable. The BOE Merger Corporation will be merged into and with BWAY Parent Company, Inc. Moody's assigned ratings to the proposed acquisition financing and confirmed ratings on the existing instruments.

Moody's took the following rating actions:

Assignments:

..Issuer: BOE Merger Corporation

....Corporate Family Rating, Assigned B2

....Probability of Default Rating, Assigned B2

....Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5, 87%)

..Issuer: BWAY Holding Company, Inc. (New)

....Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2, 28%)

Confirmations:

.Issuer: BWAY Parent Company, Inc.

....Probability of Default Rating, Confirmed at B2

....Corporate Family Rating, Confirmed at B2

....Speculative Grade Liquidity Rating, Confirmed at SGL-2

....Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1 (LGD6, 93%)

..Issuer: BWAY Holding Company, Inc.

....Senior Unsecured Regular Bond/Debenture, Confirmed at B3 (LGD4, 63% from LGD5,76%)

....Senior Secured Bank Credit Facility, Confirmed at Ba3 (LGD2, 29%)

..Issuer: ICL Industrial Containers ULC/ICL

....Senior Secured Bank Credit Facility, Confirmed at Ba3 (LGD2, 29%)

The ratings outlook is negative.

The ratings are subject to the receipt and review of the final documentation.

RATINGS RATIONALE

The revision of the outlook to negative from stable reflects the weak profroma credit metrics, factors causing the recent weakness in unit volumes and impact of the sale of the bottle business. The negative outlook also reflects the partial reliance on productivity initiatives to achieve sufficient improvements in operating results to overcome the accretion in the PIK notes and improve credit metrics to a level consistent with the rating category over the horizon. Pro-forma for the LBO leverage is over 6.0 times and EBIT interest coverage less than 1.0 time.

BWAY's B2 corporate family rating reflects credit risks resulting from the high concentration of sales, cyclical nature of the primary end market and acquisition strategy. The rating also reflects the company's financial aggressiveness. The company derives approximately half of its revenues from housing-related products (including paint and other building products) and 13% from one customer. Additionally, the top ten customers account for approximately 33% of revenue. While most of the targets for the company's acquisitiveness are smaller, the potential for a larger debt-financed acquisition exists and integration risk remains. The company has long-term contracts with customers that contain cost pass-through provisions, but other costs are excluded and there is the potential for significant lags.

The ratings are supported by the company's dominant share in its markets, the limited number of alternate suppliers with scale and breadth of product line, and barriers to entry in the industry. BWAY also benefits from strong liquidity and long-standing customer relationships. The ratings are also supported by anticipated benefits from the integration of recent acquisitions and ongoing cost-cutting. Accretive acquisitions with free cash flow and an eventual stabilization of volumes are anticipated to further support credit metrics long term.

The rating could be upgraded if BWAY sustainably improves credit metrics and maintains strong liquidity within the context of a stable operating and competitive environment. The company would also need to adopt a less aggressive financial policies. Specifically, the ratings could be upgraded, if debt to EBITDA declines below 5.5 times, free cash flow to debt increase to above 5.5%, the EBITA margin remains above 8.2%, and EBITA to gross interest improves to 1.6 times or better on a sustained basis.

The rating could be downgraded if the company fails to improve credit statistics or there is a deterioration in liquidity or the operating and competitive environment. Continued aggressive financial policies could also pressure the rating. Specifically, the rating could be downgraded if the company fails to improve total debt to EBITDA to below 6.0 times, free cash flow to debt (adjusted for PIK interest) remains below the mid-single digits, the EBITA margin declines below 7.2%, and EBITA to gross interest is below 1.3 times.

The principal methodology used in rating BWAY was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

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Edward Schmidt Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Brian Oak MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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