New York, July 13, 2012 -- Moody's Investors Service lowered Ipreo Holdings LLC's (Ipreo) senior secured credit facility rating to B1 from Ba3 in conjunction with the company's proposed $35 million term loan B add-on to its existing $150 million senior secured credit facility. Ipreo plans to utilize the proceeds to redeem $35 million of its senior subordinated notes at par. The rating change reflects the increase in the size of the credit facility and the corresponding reduction in the amount of subordinated notes that are effectively and contractually subordinated to the credit facility. As a result of these factors, Moody's expects credit facility lenders' loss in the event of a default would be higher than under the prior structure and this drives the rating downgrade. Ipreo's B2 Corporate Family Rating (CFR) and stable rating outlook are not affected. Loss given default assessments were revised to reflect the revised debt mix.

The transaction is modestly positive for Ipreo as its annual cash interest expense will decline by approximately $1 million factoring in a 25 basis point increase in the rate on the remaining subordinated notes triggered by the redemption. Free cash flow will correspondingly improve. The financing will push forward push forward the maturity of an incremental $35 million of debt by approximately one year. This moderately increases 2017 refinancing risk, although Moody's assumes that Ipreo will refinance the credit facility potentially in conjunction with an ultimate exit transaction by private equity sponsor Kohlberg Kravis Roberts & Co. L.P. (KKR). Total debt is unchanged and Moody's continues to project that Ipreo's leverage will decline as it grows revenue and EBITDA. Leverage through the credit facility is increasing by approximately one turn.

Downgrades:

..Issuer: Ipreo Holdings LLC

....Senior Secured Bank Credit Facility (Revolver), Downgraded to B1, LGD3 - 34% from Ba3, LGD2 - 25%

....Senior Secured Bank Credit Facility (Term Loan), Downgraded to B1, LGD3 - 34% from Ba3, LGD2 - 25% (a)

(a) Upsized by $35 million from original $115 million

RATINGS RATIONALE

Ipreo's B2 CFR reflects its small scale in the financial data and software industry, revenue exposure to volatile primary market activity, customer concentration, high leverage, and event risks related to ownership by a private equity sponsor. Ipreo has a good market position in providing software to manage investment banks' primary market offering process including book building, deal-related accounting and regulatory functions, as well as in institutional contact information through its Bigdough investor database. The company has performed well since the August 2011 acquisition by KKR due to a recovery in municipal bond issuance, capitalization on prior steps to expand its geographic and asset class coverage, and a combination of new client wins and expanding relationships with existing clients. Debt-to-EBITDA leverage (slightly less than 6x based on preliminary LTM June 2012 results and incorporating Moody's standard adjustments) remains high but is down from approximately 6.5x at the time of the LBO. Moody's expects Ipreo will continue to capitalize on its good growth prospects despite choppiness in primary market activity, and should reduce leverage to a mid to low 5x range in 2013. This will more comfortably position the company within the B2 CFR.

The stable rating outlook reflects Moody's view that the U.S. and global economies will continue to grow modestly, that new issuance volume will not materially decline, and that Ipreo will generate double digit revenue growth in 2012 and mid to high single digit revenue growth in 2013. This should allow Ipreo to generate modest free cash flow, maintain a good liquidity position, and reduce debt-to-EBITDA to a mid to low 5x range in 2013.

A downgrade could occur if Ipreo's debt-to-EBITDA leverage is not sustained below 6.0x or if free cash flow were to weaken. Ipreo could also be downgraded if market share erodes, it loses clients, liquidity weakens, or if the company engages in leveraging acquisitions or shareholder distributions.

An upgrade is unlikely absent meaningful revenue expansion that leads to consistent and growing free cash flow generation, and a sustained reduction in debt-to-EBITDA leverage to a level comfortably below 5x. Ipreo would also need to maintain a good liquidity position to be considered for an upgrade.

For additional information on Ipreo's ratings, please see the credit opinion posted to www.Moodys.com.

Please see the ratings tab on Ipreo's issuer page on www.Moodys.com for the last credit rating action and the rating history.

Ipreo's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Ipreo's core industry and believes Ipreo's ratings are comparable to those of other issuers with similar credit risk. 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.

Ipreo, headquartered in New York, NY, is a provider of data, market intelligence, and workflow solutions to investment banking and corporate clients. Ipreo has more than 600 employees and operations throughout the US, Europe, and Asia. Revenue for the 12 months ended March 2012 was approximately $133 million.

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John E. Puchalla VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653John Diaz 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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