New York, November 05, 2012 -- Moody's Investors Service assigned an A3 rating to Invesco, Ltd.'s ("Invesco") new $600 million senior unsecured notes due 2022. Net proceeds from this offering will be used to redeem $197.1 million of 5.375% notes due December 15, 2014 that will be called, with the balance to be used to repay the majority of the $754.5 million that was outstanding on its $1.25 billion revolving credit facility as of September 30. Invesco's rating outlook is stable.

The note offering is part of the company's debt refinancing plan which includes the retirement of the 2014 senior notes and the redemption of $333.5 million of 5.375% notes at their February 27, 2013 maturity. Invesco's new debt will be issued through an indirect wholly-owned finance subsidiary, Invesco Finance PLC ("Issuer"). The notes will be guaranteed on a senior unsecured basis by Invesco Ltd. All existing subsidiary guarantees of the called and maturing debt will be released in 2013, and at that time the Issuer will also become the sole borrower under the credit facility, with a similar parental guarantee. Overall leverage will remain the same, although Moody's estimates that total interest costs will be reduced.

RATINGS RATIONALE

Moody's A3 senior debt rating on Invesco is based on the company's position as a leading global asset manager with diverse global capabilities, including equity and fixed income management, ETF products, and real estate and private equity funds. Invesco has made key acquisitions globally, including the Morgan Stanley retail fund operations in 2010.

The stable rating outlook reflects Invesco's strong market position and stable market share in many of its businesses. Franchise performance metrics are competitive on one-, three-, and five-year bases, which are key benchmarks for institutional investors.

The implementation of the refinancing will result in the consolidation and extension of Invesco's senior debt maturities to 2022. The credit facility matures in 2016. Invesco's leverage metric (measured by Debt to EBITDA, as calculated by Moody's) is expected to remain in the vicinity of 1.3 times.

Neal M Epstein, CFA, Moody's Vice President/Senior Credit Officer commented: "Invesco is taking advantage of its good liquidity position and favorable rate opportunities to reduce its debt servicing burden. It is positioning itself to further strengthen its balance sheet over the next few years, by reducing the amounts outstanding on its credit facility."

Invesco's overall liquidity position will be unchanged by the refinancing. The company's cash and equivalents stood at $880 million at September 30, 2012, and it had $495 undrawn on its credit facility.

The rating agency added that the company's rating outlook could turn to positive if the following occurs: 1) Sustained total debt/EBITDA below 1x and interest coverage greater than 16x, 2) Market position improvement (e.g., North American AUM >4% of US fund market), and 3) Net income margins in excess of 20%.

However, Moody's said that Invesco's long term rating could be downgraded if the following occurs: 1) Expectation of total debt/EBITDA greater than 2.5x for two or more quarters, 2) Drop in North American AUM to less than 2% of US fund market share, or 3) Quarterly net outflows in long-term AUM greater than 2.5% of beginning period AUM or declining retention ratios over multiple quarters.

The principal methodology used in rating Invesco, Inc. was "Moody's Global Rating Methodology for Asset Management Firms", published in October 2007. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

The last rating action on Invesco was on October 21, 2009, when the company's ratings were affirmed at A3, stable. Invesco, Ltd., headquartered in Atlanta, Georgia, is registered in Bermuda. It provides asset management services to individuals and institutions globally. The company reported $683 billion in assets under management as of September 30, 2012.

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Neal M Epstein VP - Senior Credit Officer Managed Investments Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Yaron Ernst MD - Managed Investments Managed Investments Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 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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