New York, September 28, 2012 -- Moody's Investors Service assigned Corporate Family and Probability of Default Ratings of B3 to bridal retailer DBP Holding Corp. ("David's Bridal," initially "CDR DB Sub, Inc.") following the announcement of its $1.05 billion leveraged buyout. CDR DB Sub, Inc. is an acquisition vehicle that will be merged with and into DBP Holding Corp. upon closing of the transaction, with DBP Holding Corp. being the surviving entity and obligor under the new capital structure. Moody's also assigned a B2 rating to the company's proposed $500 million senior secured term loan and a Caa2 rating to the $270 million senior unsecured notes. The outlook is stable.

Proceeds from the proposed $500 million term loan and $270 million senior unsecured notes along with a $335 million common equity infusion (75% from Clayton, Dubilier & Rice, LLC and 25% from Leonard Green & Partners, L.P.) will be used to fund the acquisition of David's Bridal from Leonard Green. In addition, we expect the company to have minor drawings under the proposed $125 million assed based revolving credit facility at closing. Concurrent with the transaction, substantially all of the company's existing debt (including the preferred stock which Moody's treated as 25% debt) will be paid off. The ratings of predecessor company David's Bridal, Inc., including the B2 Corporate Family Rating and the B1 rating of the existing senior secured credit facility, will be withdrawn upon closing of the transaction and repayment of existing debt.

"The LBO will increase David's Bridal's debt leverage considerably," stated Moody's analyst Mariko Semetko. The company's pro forma debt/EBITDA will be high initially at well above 7.0x, a level not consistent with a higher rating (all metrics include Moody's standard analytical adjustments). "Given the company's history of consistent cash generation, we believe credit metrics will gradually improve over time," added Semetko. However, it will take the company some time for the leverage metric to return to the pre-LBO levels. Moody's also expects David's Bridal to maintain good near-term liquidity given its $125 million ABL, expected cash flow generation, and the lack of near term debt maturities upon closing of the transaction.

The ratings are contingent upon the receipt and review of final documentation.

The following ratings of CDR DB Sub, Inc. have been assigned:

- Corporate Family Rating of B3

- Probability of Default Rating of B3

- Proposed $500 million first lien term loan due 2019 at B2 (LGD3, 36%)

- Proposed $270 million senior unsecured notes due 2020 at Caa2 (LGD5, 84%)

The following ratings of predecessor David's Bridal, Inc. will be withdrawn upon consummation of the LBO:

- Corporate Family Rating of B2

- Probability of Default Rating of B2

- $276 million first lien term loan due 2014 at B1 (LGD3, 35%)

RATINGS RATIONALE

The B3 Corporate Family Rating reflects David's Bridal's highly leveraged capital structure following the LBO, its modest scale, and limited product diversity. At the same time, the rating is supported by the company's good liquidity and its well recognized banner that gives the company a credible market position in the specialized and highly fragmented bridal sector. This niche remains relatively recession resistant with limited fashion risk, though earnings are vulnerable to changing consumer preferences including accessory conversion rates.

The $500 million senior secured term loan is rated B2, one notch above the B3 Corporate Family Rating, reflecting the support provided by the proposed $270 million of senior unsecured notes (rated Caa2) in the capital structure and a junior position to the proposed $125 million ABL (unrated by Moody's) which has a first lien on the more liquid assets.

The stable outlook reflects our view that David's Bridal will maintain good liquidity over the near term while modestly growing revenue and earnings.

David's Bridal is solidly positioned for the B3 rating category. Positive rating pressure could build if debt reduction combined with sustained earnings growth leads to a material improvement in credit metrics, such that debt/EBITDA is maintained below 6.5 times and interest coverage is sustained above 1.75 times.

Ratings could be downgraded if financial policies become aggressive, operating performance weakens, or if liquidity were to deteriorate for any reason.

The principal methodology used in rating CDR DB Sub, Inc. 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.

David's Bridal, headquartered in Conshohocken, PA, is a bridal retailer with over 300 stores throughout the US and several stores in Canada. Operating under the David's Bridal banner, the company's core focus is on value oriented wedding gowns at under $800, with recent expansion into higher price point gowns. Revenues for the twelve months ended June 30, 2012 were approximately $740 million. Following the LBO, the company will be owned by Clayton, Dubilier & Rice, LLC (75%) and Leonard Green & Partners, L.P. (25%).

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Mariko Semetko 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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