New York, October 11, 2012 -- Moody's Investors Service today placed NBTY, Inc.'s B1 Corporate Family Rating and Probability of Default Rating on review for downgrade. At the same time, Moody's assigned a Caa1 to the proposed $500 million Senior Unsecured PIK Toggle Notes due 2017 to be issued by NBTY's parent company, Alphabet Holding Company, Inc. (Holdings). All other existing ratings are affirmed.

RATINGS RATIONALE

The review for downgrade is triggered by NBTY's decision to pay a largely debt financed $700 million dividend to its financial sponsor owner, The Carlyle Group. This dividend is expected to be funded by the proceeds from the proposed $500 million PIK toggle notes along with excess cash on balance sheet. Should this transaction close, NBTY's leverage will meaningfully increase. Moody's anticipates that the proposed PIK toggle notes will increase debt to EBITDA to about 5.6 times for the lagging twelve month period ended June 30, 2012. The review for downgrade also reflects that borrowing to finance a dividend is contrary to what Moody's expected and is viewed as being a more aggressive financial policy than borrowing to finance acquisitions (as NBTY has done historically). Lastly, the review for downgrade reflects Moody's concern that the competitive environment for vitamins, minerals, and nutritional supplements has become more competitive as more larger companies look to this product category for growth.

Assuming the transaction closes on terms substantially as indicated, Moody's expects to complete the review and to downgrade NBTY's Corporate Family Rating and Probability of Default Rating to B2 from B1.

The rating is subject to review of final documentation. Upon completion of the transaction, NBTY's Corporate Family Rating and Probability of Default Rating will be moved to Holdings.

The assignment of a Caa1 to Holdings proposed $500 million PIK Toggle Notes due 2017 assumes the completion of the transaction and is based upon a one-notch downgrade of NBTY's Corporate Family and Probability of Default Ratings to B2 from B1. The Caa1 rating assigned to the proposed PIK Toggle Notes reflects that they are structurally subordinated to all existing liabilities at NBTY as they are located at a holding company and are not guaranteed by the operating company.

Moody's took the following rating action for Alphabet Holding Company, Inc.

Senior unsecured PIK Toggle notes due 2017 assigned at Caa1 (LGD 6, 93%)

Moody's took the following rating actions for NBTY, Inc.

The following ratings are placed on review for downgrade

Corporate Family Rating at B1

Probability of Default Rating at B1

The following ratings are affirmed

Senior secured bank credit facility at Ba3 (LGD 3, 35%)

Senior unsecured notes due 2018 at B3 (LGD 5, 88%)

The principal methodology used in rating NBTY was the Global Consumer Durables Industry 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.

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global vertically-integrated manufacturer, marketer, and retailer of vitamin, mineral, and nutritional supplements ("VMNS") in the United States and throughout the world. The company operates over 1,300 stores in the US, Canada, and Europe. It also is the largest wholesale supplier of private label VMNS products to major retailers in the US. Revenues are about $3.1 billion. NBTY is wholly owned by The Carlyle Group.

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Margaret Taylor VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Kendra M. Smith 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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