New York, June 13, 2012 -- Moody's Investors Service affirmed the ratings of Autoparts Holdings Limited ("Autoparts") -- Corporate Family and Probability of Default Ratings, at B2. In a related action Moody's affirmed the B1 rating of the company's senior secured first lien bank credit facilities, and the Caa1 rating of the senior secured second lien term loan. The rating outlook was changed to negative from stable.

The following ratings were affirmed:

Autoparts Holdings Limited: Corporate Family Rating: B2; Probability of Default: B2; Fram Group Holdings Inc./Prestone Holdings Inc./Fram Group (Canada) Inc., as co-borrowers:

US$50MM Senior Secured First Lien revolving credit facility due 2016: B1 (LGD3, 38%)

US$530MM Senior Secured First Lien Term Loan due 2016: B1 (LGD3, 38%)

US$150MM Senior Secured Second Lien Term Loan due 2017: Caa1 (LGD5, 85%)

RATINGS RATIONALE

The B2 Corporate Family Rating continues to reflect Autoparts' strong competitive market position balanced by the company's high leverage and modest size. The company's operating performance has been adversely impacted by higher costs for a key raw material, ethylene glycol (EG), the recent unseasonably mild winter, and the mild domestic economic recovery. As a result of these pressures, Autoparts' profit margins have deteriorated well below 5% for the LTM period ending March 31, 2012, and debt/EBITDA was well above 6x. Management is addressing these issues through the identification and implementation of additional operational improvements which are expected to result in approximately $91 million of run rate cost savings over the near-term. In addition, the company has announced certain pricing actions to better position its products. Supporting these actions are Autoparts' portfolio of leading brand name aftermarket products, including Fram (auto filters), Prestone (antifreeze & coolant), and Autolite (spark plugs), and favorable long-term trends in the market for automotive aftermarket parts.

The negative rating outlook reflects Moody's concern that, even with the benefit of the above mentioned cost saving opportunities, covenant cushions under the bank credit facilities will continue to reduce over the intermediate-term. In addition higher cost pressure on ethylene glycol, a key raw material in antifreeze, is expected to remain as global automotive demand trends remain positive.

Autoparts' adequate liquidity profile is anticipated to be maintained over the near-term supported by cash balances and availability under the $50 million senior secured revolving credit facility. As of March 31, 2012, the company had $48 million of cash and cash equivalents on hand. Availability under the revolving credit facility was $31.5 million after $12 million of borrowings and $5.6 million of outstanding letters of credit. Moody's expects Autoparts to be free cash flow positive over the near-term, inclusive of modest required amortization under the first lien term loan. The primary financial covenants under the senior secured facilities include a maximum total leverage ratio, a minimum interest coverage ratio, and a maximum capital expenditure limitation. While Autoparts is expected to remain in covenant compliance over the near-term, covenant cushions are expected to weaken due to the company's recent performance. Alternative liquidity is limited as essentially all of the company's domestic assets secure the bank credit facilities.

Future events that could potentially improve the company's outlook or ratings include: improvement in revenues and operating margins through organic growth and debt reduction from free cash flow generation. Consideration for a higher outlook or rating could arise if any combination of these factors were to result in EBIT/Interest approaching 2.5x, and leverage approaching 4.0x.

Future events that could drive Autoparts' ratings lower include: a deteriorating liquidity profile; a deteriorating economic environment, or market share losses which would drive lower operating margins. Consideration for a lower rating would result if the company is unable to stabilize operating performance such that EBIT margins improve to 5%, EBIT/Interest improves to above 1.5x, and debt/EBITDA reduces to below 6x.

The principal methodology used in rating Autoparts was the Global Automotive Supplier Industry Methodology published in January 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.

Autoparts Holdings Limited ("Autoparts"), headquartered in Lake Forest, IL, is a leading manufacturer of high quality, non-discretionary products for the automotive and heavy-duty aftermarket. The company's brands include FRAM®, Prestone® and Autolite®. For fiscal year 2011, the Autoparts had sales of approximately $1 billion. The company is owned by an affiliate of Rank Group Ltd, a New Zealand based private equity firm.

REGULATORY DISCLOSURES

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Timothy L. Harrod 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: 212-553-1653Michael J. Mulvaney 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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