Verint Systems (VRNT) Ratings on Review for Upgrade at Moody's

Moody's Investors Service placed Verint Systems Inc.'s (Nasdaq: VRNT) ratings under review for upgrade, including the B1 corporate family rating. The review was prompted by the announcement that Verint plans to raise approximately $300 million of convertible notes and $260 million of equity and use the proceeds to refinance a portion of the senior secured facility.

RATINGS RATIONALE

The review will include an assessment of Verint's new capital structure, its business prospects, liquidity and financial policies. The ratings on the existing debt instruments will also be assessed based on their position within the revised capital structure. Pending the closing of the refinancing transaction Moody's estimates that adjusted leverage will be reduced from approximately 5x to under 4x, pro forma for recent acquisitions. Liquidity is expected to be improved as a result of the transaction.

On Review for Upgrade:

..Issuer: Verint Systems Inc.

.... Corporate Family Rating, Placed on Review for Upgrade, currently B1

.... Probability of Default Rating, Placed on Review for Upgrade, currently B1-PD

.... Speculative Grade Liquidity Rating, Placed on Review for Upgrade, currently SGL-2

....Senior Secured Bank Credit Facilities, Placed on Review for Upgrade, currently B1

....Outlook, Changed To Rating Under Review From Stable

The principal methodology used in this rating was the Global Software Industry published in October 2012. 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.

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