New York, September 06, 2012 -- Moody's Investors Service assigned first-time ratings to Sky Growth Acquisition Corporation, doing business as Par Pharmaceutical Companies, Inc., ("Par") including a B2 Corporate Family Rating. Moody's also assigned a senior secured rating of B1 and a senior unsecured rating of Caa1. The rating outlook is stable.

The ratings are being assigned in conjunction of the buyout of Par by TPG Capital, L.P. At the close of the transaction, the ratings being assigned to Sky Growth will be applicable to Par Pharmaceutical Companies, Inc. as these entities are merged.

Ratings assigned:

B2 Corporate Family Rating

B2 Probability of Default Rating

B1 [LGD 3, 33%] Senior secured revolving credit facility of $150 million expiring 2017

B1 [LGD 3, 33% Senior secured term loan of $980 million due 2019

Caa1 [LGD 5, 86%] Senior unsecured notes of $490 million due 2020

"Par's B2 rating reflects a niche portfolio of specialized generic products, offset by high financial leverage and somewhat limited revenue diversity compared to other generic drug companies," stated Michael Levesque, Moody's Senior Vice President.

RATINGS RATIONALE

Par's B2 rating reflects its niche position in the US generic pharmaceutical market, where it ranks 5th behind four substantially larger and more diverse players. Par's specialty is likely to remain its extended release formulations which are less commodity-like than typical generic products, attracting fewer competitors and better pricing dynamics. Par's pipeline contains numerous upcoming launches, and like other generic companies Par will benefit from a plethora of upcoming patent expirations on branded products. The company has a good history of generating gross profit and positive operating cash flow, and its quality track record has been strong to date. Offsetting these strengths, Par's leverage is expected to remain approximately 5 times. This level is high given less revenue diversity than generic pharmaceutical peers, as well as the operating risks of the sector. Among these are high hurdles for FDA manufacturing standards, causing significant disruption for many of Par's peers. Moody's expect that Par will remain acquisitive. While additional revenue diversity would benefit the credit profile, leverage may remain elevated.

The rating outlook is stable, reflecting Moody's expectation for steady growth in revenue and EBITDA through new product launches, but continuation of relatively high financial leverage. Moody's could upgrade Par's ratings if debt/EBITDA appears sustainable below 4.0 times and if revenue diversity improves. This scenario could emerge with ongoing launches of new generic products, reduction in debt levels while pursuing disciplined business development. Conversely, Moody's could downgrade the ratings if leverage is sustained above 6.0 times. Such a scenario could arise with a significant debt-financed acquisition or a major business disruption.

The principal methodology used in rating Par Pharmaceutical Companies was the Global Pharmaceutical Industry Methodology published in October 2009. 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.

Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical Companies, Inc. is a specialty generic and branded pharmaceutical company operating primarily in the United States. The company reported $926 million of total revenues in 2011.

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Michael Levesque, CFA Senior Vice President Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Peter H. Abdill, CFA 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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