New York, November 09, 2012 -- Moody's Investors Service upgraded Ozburn-Hessey Holding Company, LLC's ("OHL") ratings including its corporate family and probability of default ratings to B3 from Caa1 reflecting the meaningful improvement in operating results over the last year combined with the recent use of proceeds from the sale of its Turbo Logistics business to reduce debt. The company's amended and extended revolving credit facility due 2015 was assigned a rating of Ba3. Concurrently the rating on the existing revolver due 2014 has been withdrawn. The rating outlook is stable.

Net proceeds of $50 million from the sale of the Turbo Logistics business were used to pay down $25 million of borrowings under each of the company's first and second lien term loans.

The following ratings were upgraded:

Corporate family rating, to B3 from Caa1

Probability of default rating, to B3 from Caa1

$275 million first lien term loan ($213 million outstanding) due 2016, to Ba3 (LGD-2, 22%) from B1 (LGD-2, 22%)

$75 million ($50 million outstanding) second lien term loan due 2016, to Caa1 (LGD-4, 58%) from Caa2 (LGD-4, 62%)

The following rating was assigned:

$35 million first lien revolver due 2015, at Ba3 (LGD-2, 22%)

The following rating was withdrawn:

$35 million first lien revolver due 2014, at B1 (LGD-2, 22%)

RATINGS RATIONALE

The upgrade of OHL's CFR to B3 was largely driven by the improvement in the company's operational performance since the time of the distressed exchange completed in mid-December of last year. Since the company installed a new senior management team, the company has refocused its strategy on key areas such as e-fulfillment within its Contract Logistics business and continued spend on information-technology related investments while divesting non-core segments. These initiatives have contributed to the improvement in the company's operations. The ratings anticipate that the company's refocused strategy will continue to support metrics in line with the B3 rating level. In addition, operational efficiencies reflected in improved cash flow generation and the extended debt maturity profile from the revolver extension are also supportive of the upgrade. Free cash flow going forward should benefit from lower cash interest expense levels as a result of the recent debt paydowns.

OHL's B3 corporate family rating reflects OHL's high leverage at over 5.5 times and moderate size in the highly fragmented, competitive and cyclical third party logistics sector. Although the company derives benefits from its asset-light business model and resulting ability to vary costs in line with changing demand, it is susceptible to pricing pressures from trucking companies. The rating is supported by an adequate liquidity profile characterized by a meaningful cash balance and anticipated modest free cash flow generation over the intermediate term combined with no meaningful near-term debt maturities and ample headroom under its bank facility financial covenants. The rating also acknowledges the company's long operating history, diverse services offered and long-term relationships with a well-established high quality customer base. As the company's customer base is primarily comprised of companies in the retail, consumer and electronics end-markets, vulnerability to changes in demand due to changes in overall macroeconomic activity is also considered in the ratings.

The stable outlook reflects an expectation for continued operating improvements and credit metrics that remain in line with the B3 rating category.

Positive ratings momentum could develop if the company demonstrates sustained revenue and operating income growth and increased cash flow from operations. A ratings upgrade would be considered if EBIT/interest improves to 1.5x and debt/EBITDA falls below 5.0x and these metrics are sustained at those levels.

If the company's margins were to deteriorate meaningfully from current levels or if liquidity were to deteriorate, these events could trigger a negative action. Credit metrics that would likely accompany the aforementioned include: debt/EBITDA above 6.5x and EBIT to interest well below 1.0x accompanied by negative free cash flow generation.

Ozburn-Hessey Holding Company, LLC '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 Ozburn-Hessey Holding Company, LLC 's core industry and believes Ozburn-Hessey Holding Company, LLC '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.

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville, TN, is a provider of third-party logistics and related services, including warehouse management, freight forwarding, and dedicated contract carriage. Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition Corporation, which is controlled by private equity firm Welsh, Carson, Anderson & Stowe. Ozburn-Hessey's gross revenues were approximately $1.3 billion for the twelve months ended June 30, 2012.

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Jadijhe (Gigi) Adamo Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Alexandra S. Parker 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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