30.11.2012 19:35
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US Foods, Inc. -- Moody's assigns (P)Caa2 to US Foods proposed notes; affirms B3 corporate family rating

New York, November 30, 2012 -- Moody's Investors Service today assigned a (P)Caa2 rating to US Foods, Inc.'s ("US Foods") proposed upsized senior unsecured notes and affirmed all other ratings, including the B3 corporate family rating, and continued the stable outlook. Upon closing, the $350 million in proposed proceeds from the notes will be utilized to repay a $702.5 million term loan set to mature in July 2014.

New ratings assigned:

$750 million ($350 million in new money) senior unsecured notes due 2019 at (P)Caa2 (LGD5, 83%)

Ratings affirmed include:

Corporate family rating at B3

Probability of default at B3

$521 million senior subordinated notes due 2017 at Caa2 (LGD6, 94%)

$400 million senior unsecured notes due 2019 at Caa2 (LGD5, 83%)

Ratings affirmed and to be upgraded following closing of the proposed $350 million in senior unsecured notes and full repayment of the $702.5 million term loan:

$1.584 billion ($350 million in new money) senior secured term loan due 2017 at B3 (LGD3, 47%)

$425 million senior secured term loan due 2017 at B3 (LGD3, 47%)

Ratings affirmed and to be withdrawn following closing of the proposed term loan and $350 million senior unsecured notes:

$702.5 million senior secured term loan due 2014 at B3 (LGD3, 47%), which will be repaid proceeds from the proposed term loan and notes

RATINGS RATIONALE

"The proposed facility aids liquidity by providing funds to fully repay the $702.5 million term loan maturing July 2014, and effectively extending $350 million to 2019 from 2014, however it should be noted that interest costs rise such that coverage is negatively impacted," stated Moody's Senior Analyst Charlie O'Shea. "Moody's notes the potential upgrade to B2 of the senior secured term loan is largely reliant upon the proposed $350 million increase in notes."

US Foods' B3 Corporate Family and Probability of Default ratings continue to reflect the company's highly leveraged capital structure and weak credit metrics, positive factors such as its execution ability and formidable market position as a solid and defensible number two behind market-leader Sysco in an increasingly competitive environment led by specialized niche operators such as Restaurant Depot. The ratings also reflect our assumption that credit metrics will continue to show only modest incremental improvement over the next 12 months given an aggressive financial policy and the fact that much of the company's cash flows go to service debt and fund capital expenditures. US Foods' liquidity profile, which we believe is good, and is a key ratings consideration for the company, continues to improve and become more manageable from a debt maturity perspective with the proposed effective extension of the maturity of the $700 million term loan that is due to mature in July 2014. In the event the proposed facility is not executed, liquidity would be impaired.

The stable rating outlook is based on our expectation that US Foods' credit metrics will continue to incrementally improve to a level that is more representative of the current B3 rating and that the company will execute the refinance of the $700 million term loan maturing in July 2014. The stable outlook also reflects our view that the company's qualitative factors -- a solid franchise and market position, growing private label percentage, and stable, though low, margins -- help to balance out its weak quantitative profile.

At present, there is minimal upward pressure on the company's ratings given its highly leveraged profile and the aggressive financial policy mandated by its sponsors. Absent a significant improvement in operations, we expect only modest improvements in credit metrics. Quantitatively, an upgrade could occur if debt/EBITDA sustains at 6 times, EBITA/interest remains above 1.75 times, and financial policy remains tempered. In the event the company's overall liquidity profile deteriorates, which includes the failure to execute the pending refinance of the $700 million term loan, the ratings could be downgraded. Also, if credit metrics do not improve such that debt/EBITDA begins making tangible progress towards 7 times, or if EBITA/interest falls below 1.25 time, ratings could be downgraded.

The principal methodology used in rating US Foods was the Global Retail Industry Methodology published in June 2011. 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.

US Foods, Inc. is a leading North American food service marketing and distribution company, with annual revenues of around $20 billion. The company operates as a national, broad-line distributor, providing a complete range of products -- from fresh farm produce, frozen food, and specialty meat products to paper products, restaurant equipment, and machinery.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

Information sources used to prepare the rating are the following : parties involved in the ratings, parties not involved in the ratings, public information, confidential and proprietary Moody's Investors Service information, and confidential and proprietary Moody's Analytics information.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Charles O'Shea 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: 212-553-1653Kendra M. Smith 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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