Moody's has also assigned a definitive B2 to the CFR and PDR. The ratings outlook remains negative.

RATINGS RATIONALE

In mid-August 2012 STS reduced the size of its proposed EUR 315 million senior secured notes issuance to EUR 272.5 million, and changed the maturity of the notes from 2019 to 2017. "Despite the reduced leverage resulting from the lower debt amount of the modified transaction, STS continues to be exposed to a very challenging market environment, especially in Europe, the company's principal market, which represented around 75% of financial year 2011 sales," says Anthony Hill, a Moody's Vice President -- Senior Analyst and lead analyst for STS.

For the financial year ended 2011, STS recorded a 3% decline in revenue to EUR 950 million (excluding RBG Holdings, the UK-based maintenance service provider acquired by STS in 2011). This reflects customers' cautiousness in committing to new larger-scale contracts, as well as weak economic activity resulting in increased competition for remaining contracts. Moody's expects the weak macroeconomic environment in Europe to continue to make trading conditions difficult for STS in the short to medium term.

However, more positively, the B2 CFR also reflects that, as a leading provider of asset integrity services, STS holds well-established positions in Europe, with attractive entry positions in Americas, Middle East and Asia. STS benefits from the contractual nature of part of its business and long-lasting customer relationships (generally between five and 30 years), and a knowledge of its client base that helps to ensure revenue stream stability. Moody's also notes positively STS's integration of RBG Holdings. In the rating agency's view, the corporation will broaden the service range of STS, giving the company a stronger footing in oil and gas.

Moody's considers STS to have an adequate liquidity profile given (1) cash balances post-transaction of EUR 32 million; (2) a committed and largely undrawn revolving credit facility (RCF) of EUR 100 million; and (3) sufficient headroom under covenants, set with 40% headroom. However, Moody's also expects that (1) the company's cash flow will remain near zero for the financial year ending 2012; and (2) it will utilise approximately EUR 40 million of the RCF to replace existing performance guarantees and surety bonds.

The negative outlook reflects the potential that STS's rating could experience downward pressure over the coming months as a result of deterioration in some of its core European markets.

WHAT COULD CHANGE THE RATING UP/DOWN

Given the negative outlook, Moody's does not expect upward pressure on the rating in the near term. However, the ratings outlook could stabilise if STS were to (1) solidly, and consistently, generate positive free cash flow; (2) exhibit a Moody's-adjusted debt/EBITDA ratio of below 4.5x; and (3) maintain a ratio of Moody's-adjusted EBITDA minus capital expenditure (capex)/interest expense of 2.0x.

Moody's is primarily concerned about STS's profitability prospects given the ongoing harsh trading environment. Indeed, a downgrade could result if STS's profitability profile were to weaken. Other triggers for a downgrade could include (1) Moody's-adjusted debt/EBITDA rising above 5.0x; (2) Moody's-adjusted EBITDA minus capex/interest expense falling below 1.5x; or (3) a weakening liquidity profile due to, or in addition to, tightening of covenant headroom.

The principal methodology used in rating Stork Technical Services Holdco B.V. and Stork Technical Services Topco B.V was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. 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.

Stork Technical Services Topco B.V., headquartered in the Netherlands, is a provider of asset integrity services to the oil and gas, chemical and refining, and power sectors. For the financial year ended 31 December 2011 STS reported combined unaudited revenues of EUR 1.3 billion.

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Anthony Hill Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Chetan Modi MD - Corporate Finance Corporate Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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