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Rating Action: Moody's affirms U.S. Anesthesia Partners' B3 CFR, outlook changed to stable from negativeGlobal Credit Research - 11 Feb 2021New York, February 11, 2021 -- Moody's Investors Service ("Moody's") affirmed the B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating of U.S. Anesthesia Partners, Inc. ("USAP"). Moody's also affirmed the B2 rating on the company's senior secured first lien credit facilities and Caa2 rating on its secured second lien term loan. At the same time, the outlook was changed to stable from negative.The change of outlook to stable reflects improved business performance in recent quarters after a severe decline in business volumes in the second quarter of 2020 due to coronavirus pandemic.The rating affirmation reflects, in part, the company's very good liquidity supported by a sizeable cash balance ($267 million) and full revolver availability ($200 million) at the end of September 30, 2020. Moody's notes that USAP needs to address its revolver maturity, currently expiring in June 2022. USAP has historically paid dividends to its shareholders and Moody's assumes that a portion of the company's cash will be eventually paid as dividends. The rating affirmation also reflects Moody's view that the company's debt/EBITDA will remain below 7.5x in 2021 as business volumes recover.USAP remains out of network with UnitedHealth Group Incorporated ("UnitedHealth") (A3 long-term issuer rating) in Texas, Colorado and Washington states. Moody's expects that the recently passed No Surprise Act will be less onerous for providers like USAP than other previous legislative proposals focused on in-network median reimbursement rates. Moody's also expects that the No Surprise Act will raise the incentives for both payors and providers to go in-network. The affirmation of the company's CFR and stabilization of outlook also reflect the reduced downside risks for USAP in managing its exposure to UnitedHealth.Ratings Affirmed:Issuer: U.S. Anesthesia Partners, Inc.... Corporate Family Rating at B3... Probability of Default Rating at B3-PD... $200 million Senior Secured First Lien Revolving Credit Facility expiring in 2022 at B2 (LGD3)... $1,615 million Senior Secured First Lien Term Loan due 2024 at B2 (LGD3)... $300 million Senior Secured Second Lien Term Loan due 2025 at Caa2 (LGD6)Outlook Actions:... Outlook changed to stable from negativeRATINGS RATIONALEUSAP's B3 CFR reflects Moody's expectations that the company's financial leverage will decline in the next 12-18 months with the recovery of business volumes. The company's debt/EBITDA was approximately 6.7 times for the twelve months ended September 30, 2020. The ratings also reflect USAP's geographic concentration, as it operates in nine states, with a vast majority of revenues derived from Texas, Florida and Colorado. Moody's expects that the company will utilize its cash flow to fund acquisitions or to pay discretionary distributions to its owners. The company may also raise additional debt to fund acquisitions, as it has done in the past.The rating incorporates the benefits of USAP's ownership model, in which the physicians own a majority stake in the company. This results in high alignment between the company and its physician-owners. There is also a high degree of variability in USAP's physician compensation, which helps mitigate the impact on earnings of rate or volume pressures. However, these benefits are partially offset by the risk that the company (which is a non-public company) will need to "buy out" physicians who seek to retire or otherwise leave the organization, possibly by issuing debt. The rating also reflects the company's very good liquidity profile.Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. In addition, as a provider of anesthesia physician staffing, USAP faces high social risk. The No Surprise Act, which was signed into law in December 2020, will take the patient out of the provider-payor dispute. The inability to bill out-of-network patients for amounts over in-network rates will impact those companies that have sizeable out-of-network revenues. The extent to which each company will get impacted will depend on the percentage of out-of-network patients they treat and their specific billing and collections practices, including how often they balance bill and how aggressively they pursue collecting these balances. The company's financial policies are expected to remain aggressive reflecting its partial ownership by private equity investors (Welsh Carson Anderson & Stowe, Berkshire Partners, GIC, LP, and Heritage Group).FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSRatings could be downgraded if the company's operating performance weakens for reasons including loss of profitable contracts, or if unfavorable regulatory changes significantly impact the company. Ratings could also be downgraded if the company's financial policies become more aggressive or debt/EBITDA is sustained above 7.5 times. Ratings could also be downgraded if the company's liquidity profile weakens.Ratings could be upgraded if the company executes its growth strategy, resulting in greater scale and geographic diversification. Ratings could also be upgraded if the company's financial policies become more conservative, such that debt/EBITDA is sustained below 6 times.U.S. Anesthesia Partners provides anesthesia services through around 4,900 anesthesia providers in roughly 1,065 facilities in 11 major geographies across 9 US states. Net revenues were approximately $1.7 billion for the last twelve months ended September 30, 2020. The company is 46% owned by approximately 1,500 physician partners and management. The remaining share of the company is owned by Welsh Carson Anderson & Stowe (22%), Berkshire Partners (20%), GIC, LP (11%), and Heritage Group (1%).The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1037985. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. 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For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1243406.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, 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 issued the credit rating is available on www.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.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.Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Kailash Chhaya, CFA Vice President - Senior Analyst Corporate Finance Group Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. 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