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Published on 9/7/2016 in the Prospect News High Yield Daily.

Moody’s drops Walter Investment, debt

Moody's Investors Service said it downgraded Walter Investment Management Corp.’s corporate family rating to Caa1 from B3 and senior unsecured rating to Caa2 from Caa1.

The senior secured bank credit facility was affirmed at B3.

The outlook is negative.

Moody’s said the actions reflect the decline in the company's tangible common equity along with the company's continued weak profitability. The agency expects that near-term profitability will remain constrained and its ability to significantly reduce its financial leverage will be limited.

The B3 rating of the senior secured bank credit facility and the Caa2 rating of the senior unsecured debt reflects Moody’s notching analysis which incorporates their priority of claim and strength of asset coverage.

S&P downgrades Comstock

S&P said it lowered the rating on Comstock Resources Inc.'s 10% senior secured notes due 2020 to D from B.

The recovery rating remains at 2, indicating 70% to 90% expected default recovery.

The rating on the company's 7¾% due in 2019 and 9½% senior unsecured notes due 2020 remains at D with a recovery rating of 6.

The corporate credit rating on Comstock remains at SD (selective default).

The downgrade of the 10% senior secured notes follows the Sept. 6 closing of an exchange offer involving the company's secured and unsecured notes, S&P said.

The new senior secured notes will mature in 2020 and bear interest at the rate of 10% per year if the company elects to pay in cash, the agency said, or 12¼% per year if the company elects to pay interest in kind.

S&P said it views the exchange as distressed because holders of the new notes may receive interest at a later date than originally promised if the payment-in-kind feature is exercised by the company.

S&P downgrades EMC on Dell acquisition

S&P said it lowered the corporate credit rating on EMC Corp. to BB+ from A, which mirrors the newly assigned rating on Dell Technologies Inc.

The agency also said it removed the corporate credit rating from CreditWatch, where they were placed with negative implications in October 2015 following news that Dell would acquire EMC.

The outlook is stable.

S&P also said it lowered the rating on EMC's outstanding senior unsecured notes of $5.5 billion to BB- from A and assigned a recovery rating of 6, indicating 0 to 10% expected default recovery.

The senior unsecured notes will remain outstanding and become a part of Dell’s overall debt capital structure, the agency said.

The $5.5 billion outstanding senior unsecured notes do not have guarantees from Dell Technologies, Dell, Dell International LLC or EMC's direct or indirect wholly owned subsidiaries, unlike the unsecured notes totaling $3.25 billion issued by co-borrowers Dell and EMC, S&P said.

The agency also said it subsequently withdrew a BB+ corporate credit rating on EMC and A-1 short-term rating on the company's commercial-paper program following the repayment of amounts outstanding at the issuer's request.

The ratings follow the closing of Dell Technologies' acquisition of EMC, S&P said.

With the transaction close, EMC becomes a wholly owned subsidiary of Dell and core part of the company, the agency said.

S&P: Dell Technologies BB+

S&P said it assigned a BB+ corporate credit rating to Dell Technologies Inc.

The outlook is stable.

The agency also said it affirmed the BB+ corporate credit rating on Dell Inc. and subsequently withdrew the rating at the company's request.

The rating on Dell reflects a view that the combined Dell and EMC Corp. entity would be one of the largest technology companies globally with leadership positions across the PC, servers, storage and virtualization software markets, S&P said, and improved sales channels covering small- to mid-sized businesses and large enterprises.

Offsetting factors include the combined company's high pro forma adjusted leverage of about 4x, along with the integration risks that the business combination poses, the agency said.

The ratings also consider Dell's commitment to repay debt with proceeds from non-core asset sales and free operating cash flow generation so that pro forma adjusted leverage would decline from the current 4x level, S&P said.

The EMC acquisition follows Dell's leveraged buyout by its founder and CEO Michael Dell and Silver Lake Partners in October 2013 for about $25 billion, the agency explained.

Moody’s drops EMC notes to junk

Moody's Investors Service said it downgraded EMC Corp.’s senior unsecured notes to Ba2 from A1 following the acquisition of EMC by a subsidiary of Dell Inc. (Ba1 corporate family rating).

This concludes a review initiated Oct. 12, 2015.

Moody’s said the Ba2 rating reflects the subordination of EMC bonds to newly raised acquisition debt ($33 billion secured and $3.25 billion unsecured).

Although the EMC unsecured bonds do not benefit from a guarantee while Dell's unsecured notes are supported by a guarantee from Dell, the Denali holding companies, and all wholly-owned domestic subsidiaries (including EMC's wholly-owned domestic subsidiaries) except for certain unrestricted subsidiaries, both classes of unsecured debt are rated the same at Ba2, the agency added.

While Moody's ranks the new unsecured debt ahead of the legacy notes (i.e., the pre-LBO senior unsecured notes held at Dell and the existing EMC unsecured notes that will be rolled over as part of the deal) in a default scenario due to the guarantees, the differential in expected loss rates are not sufficient to create a notching difference in instrument ratings.

Moody’s upgrades Dell, notes

Moody's Investors Service said it upgraded Dell Inc.'s corporate family and probability of default ratings to Ba1 and Ba1-PD from Ba2 and Ba2-PD, respectively, following the close of Dell's acquisition of EMC Corp.

The agency also upgraded Dell's unsecured notes to Ba2 from Ba3.

The outlook is stable. These actions conclude the review for upgrade initiated on Oct. 12, 2015, following Dell's announcement that it signed a definitive agreement to acquire EMC for $24.05 per share in cash in addition to tracking stock linked to a portion of EMC's economic interest in the VMware, Inc.

In addition, Moody's changed the provisional Baa3 ratings on the senior secured credit facilities (held at Dell International, a debt issuing subsidiary of Dell Inc., and EMC, as co-issuer) and first-lien notes and provisional Ba2 rating on the unsecured notes, which were assigned in May and June 2016, to definitive Baa3 ratings and Ba2 ratings, respectively, in connection with the purchase.

Both the secured and unsecured notes were issued at Diamond 1 Finance Corp. and Diamond 2 Finance Corp. With the closing of the acquisition, Dell International and EMC, as co-issuers, assumed all of Diamond 1 and Diamond 2's obligations under these notes.

In addition, the ratings of the credit facilities issued in connection with the Dell LBO in October 2013 will be withdrawn upon repayment.

Moody’s ups Advanced Micro to positive

Moody's Investors Service said it affirmed Advanced Micro Devices, Inc.'s Caa1 corporate family rating and the Caa2 rating on its senior unsecured notes, and revised the outlook to positive from negative.

The speculative grade liquidity rating was upgraded to SGL-2 from SGL-3.

Moody’s said the positive outlook reflects Advanced Micro’s prospects for improved operating performance and cash generation as well as the improved product portfolio enabling the company to compete in the current discrete GPUs (graphics processing unit), APUs (application process units), x86 and ARM CPUs (central processing unit) market.

Although the agency expects ongoing revenue declines and operating losses in its PC-related business (microprocessors and graphics chips), the growing EESC (enterprise, embedded, and semi-custom) business supported by the reported design wins, Moody’s projects breakeven to modest profitability beginning in the second half of 2016.

Advanced Micro’s proposed equity offering and senior unsecured convertible debt issuance, with proceeds used to repay debt, will also bolster its balance sheet, reduce interest expense and improve its term structure of debt.

As part of the transaction, Moody's said it expects the company will significantly reduce a combination of borrowings under its asset based lending facility as well as senior unsecured notes.

S&P rates Advanced Micro convertibles CCC

S&P said it affirmed the CCC+ corporate credit rating on Advanced Micro Devices Inc. and assigned a CCC rating on its senior unsecured convertible notes due in 2026.

The agency also affirmed the company’s CCC senior unsecured issue-level rating.

The senior unsecured recovery rating remains at 5, indicating 10% to 30% expected default recovery.

The outlook is stable.

The ratings reflect the company’s vulnerable business risk profile, weak PC industry conditions, intense competition from Intel and challenges to grow in targeted enterprises, S&P said.

The ratings also consider the company’s embedded and semi-custom product markets to offset PC business declines, the agency said.

Moody’s ups Melton Renewable to stable

Moody's Investors Service said it changed the outlook on Melton Renewable Energy UK plc to stable from negative.

Concurrently, the agency affirmed Melton's Ba3 corporate family rating, Ba2-PD probability of default rating and the Ba3 rating on the £152 million of outstanding senior secured notes due 2020.

"The stable outlook reflects (1) the recent rebound in wholesale power prices which will improve operating cash flows; (2) Moody's expectation that wholesale power prices will remain at or slightly below current levels over the next five years; (3) the reduced refinancing risk of the senior secured notes following the debt repayment in June 2016; and (4) continued strong operational performance," Phil Cope, Moody’s analyst and lead analyst for Melton, said in a news release.

S&P lifts Air Canada, rates new loan BB+

S&P said it raised the corporate credit rating on Air Canada to BB- from B+.

The outlook is stable.

The agency also said it assigned a BB+ rating and 1 recovery rating to Air Canada’s proposed $300 million revolving credit facility due 2021 and $720 million term loan due 2023.

The 1 recovery rating indicates 90% to 100% expected default recovery.

S&P said it expects the issue and recovery ratings to be unchanged if the deal is upsized by another C$300 million.

The proceeds will be used to redeem some of the company’s secured debt, the agency said.

The agency also said it raised the rating on the company's $400 million unsecured notes to BB- from B and revised its recovery rating on the notes to 3, indicating 50% to 70% expected default recovery, from 5.

Moody’s rates Air Canada loans Ba3

Moody's Investors Service said it assigned Ba3 first-lien senior secured ratings to Air Canada's proposed $720 million term loan B due 2023 and $300 million first-lien senior secured revolving credit facility.

Air Canada's B1 corporate family, B1-PD probability of default and SGL-2 speculative grade liquidity ratings remain unchanged.

The outlook remains positive.

Proceeds, and C$300 million in additional secured debt, will be used to refinance Air Canada's existing $300 million first-lien term loan B; its $400 million 6¾% first-lien senior secured notes; its C$300 million 7 5/8% first-lien senior secured notes; and its $300 million 8¾% second-lien senior secured notes.

The associated Ba3 ratings on the existing first-lien secured debt issues and the B2 rating on the second-lien secured debt will be withdrawn if the new transaction closes and the existing debt is fully repaid.

Moody’s ups Gray Television notes, rates notes B2

Moody's Investors Service said it assigned a B2 rating to Gray Television, Inc.'s proposed $525 million of new notes due 2024 and upgraded its existing 5 7/8% notes due 2026 to B2.

The 2026 notes, originally issued in June, are proposed to increase by $200 million in the new transaction.

Proceeds from the offering, plus cash, will be used to tender for the $675 million 7½% senior notes due 2020. Remaining proceeds will be used to fund the redemption, accrued interest and transaction fees.

Moody’s said it expects the transaction to favorably extend the company's maturity profile but add about $50 million of incremental debt, raising leverage but only slightly.

The rating on Gray's $675 million notes was upgraded to B2 from B3, consistent with the rating action, and subsequently withdrawn at deal close.

All other ratings are unchanged and the outlook remains stable.

The upgrade to the notes reflects the shift in Gray's capital structure which includes more unsecured debt than initially expected, the agency explained.

Previously, Moody’s assumed there would be more secured bank debt in the capital structure. With less high priority debt in Gray's capital structure, Moody’s said the company's unsecured debt is subject to a more favorable recovery rate.

S&P: Gray Television notes B+

S&P said it assigned a B+ rating and 4 recovery rating to Gray Television Inc.'s proposed $525 million senior unsecured notes due 2024.

The 4 recovery rating indicates 30% to 50% expected default recovery.

The ratings on Gray Television's 5 7/8% senior unsecured notes due 2026 are unchanged as a result of the company's plan to issue a $200 million add-on, S&P said.

The proceeds will be used to repay the $675 million 7½% notes due 2020.

As a result, S&P said it expects that leverage, based on average-eight-quarter EBITDA, is unchanged in the mid-5x area.

Moody’s ups Schaeffler notes, assigns Baa3

Moody's Investors Service said it withdrew Schaeffler AG's Ba2 corporate family rating and Ba2-PD probability of default rating and assigned Baa3 long-term issuer rating, in line with the agency's practice for corporates with investment-grade ratings.

The agency also assigned Ba1 corporate family rating and Ba1-PD probability of default rating to Schaeffler Verwaltung Zwei GmbH (to be renamed to IHO Verwaltungs GmbH, IHO-V).

Concurrently, Moody's upgraded by Schaeffler Finance BV’s senior secured notes to Baa3 from Ba2 and senior unsecured notes to Baa3 from Ba3.

In addition, the agency assigned a Ba1 rating to proposed issuance of senior secured notes issued by IHO-V.

Furthermore, Moody’s upgraded the rating of existing senior secured bonds issued by Schaeffler Holding Finance BV to Ba1 from Ba3, but expects to withdraw it after successful placement of the new senior secured bonds issued by IHO-V.

All outlooks are stable.

Moody’s said the action effectively splits Schaeffler’s existing corporate family rating into two standalone ratings: one for Schaeffler and one for IHO-V. Previously, Schaeffler’s corporate family rating also comprised debt at holding level, primarily owing to the existence of cross default language in the credit facilities at holding level.

The cross default language has fallen away with the refinancing of the credit facilities at IHO-V. That means, the agency said, that the correlation of probability of default between debt at Schaeffler level and debt at IHO-V level has declined further and now allows for the assignment of two different ratings.

S&P rates Schaeffler Verwaltung notes B+

S&P said it assigned a B+ rating on the proposed senior secured payment-in-kind toggle notes to be issued by Schaeffler Verwaltung Zwei GmbH, a company holding 75% of Schaeffler AG and 36% in Continental AG.

Schaeffler proposes a total issuance of about €2.5 billion, including a mix of U.S. dollar- and euro-denominated instruments with various maturities ranging from five- to 10-years, the agency said.

The recovery rating on these debt instruments is 6, indicating 0 to 10% expected default recovery.

The recovery expectations are constrained by the structural and contractual subordination of the proposed bonds to Schaeffler's debt instruments, S&P said.

The proposed PIK toggle notes will be secured by pledges over shares in Schaeffler and in Continental, the agency said, but will not benefit from any subsidiary guarantees.

S&P lifts Golden Nugget notes

S&P said it raised the rating on Golden Nugget Inc.'s $295 million senior unsecured notes to B- from CCC+.

The agency also said it revised the recovery rating on the notes to 5 from 6. The 5 recovery rating indicates 10% to 30% expected default recovery.

The upgrade reflects a lower assumed level of secured debt outstanding at default under an updated simulated default scenario, which now contemplates a default in the second half of 2019 versus the first half of 2018, S&P explained.

The lower secured debt level reflects an additional six quarters of amortization under the term loan B and delayed draw term loan, the agency said, and it results in additional enterprise value at default available to unsecured lenders.

The revised default year contemplates a default due to Golden Nugget's inability to refinance the term loan B and delayed draw term loan when they come due in November 2019 because of deteriorating company performance as the result of the economic downturn and increased competitive pressures in the casino’s market, S&P said.

The BB- rating and 1 recovery rating on Golden Nugget's $75 million revolver due 2018, $350 million term loan B due 2019 and $150 million delayed draw term loan due 2019 are unchanged.

The 1 recovery rating indicates 90% to 100% expected default recovery.

Golden Nugget is seeking an amendment to its existing credit facility to reduce pricing, S&P said.

The proposed reduction in pricing doesn't affect the issue-level or recovery ratings, the agency added.

S&P lifts Nvidia from junk

S&P said it raised the ratings on Nvidia Corp., including its corporate credit rating to BBB- from BB+.

The outlook is positive.

The upgrade reflects the company's success in maintaining a significant technological advantage in graphics processing unit design, S&P said, and its track record of double-digit revenue growth from both core gaming end markets and adjacent applications in data center acceleration and automotive infotainment platforms.

The company’s investments in both silicon architecture and software tools used to write code provide significant barriers to competitors, the agency said.

Nvidia also is well positioned to capitalize on fast-growing emerging technologies like machine learning and self-driving cars, S&P added.

S&P puts Nassa Midco on positive watch

S&P said it placed the B long-term corporate credit rating on Nassa Midco AS (Nets) on CreditWatch with positive implications.

The agency also said it affirmed the B ratings on the company’s senior secured loans and revolving credit facility. The recovery rating is unchanged at 4, reflecting 30% to 50% expected default recovery.

The positive watch reflects an expectation of stronger credit ratios if the company completes an initial public offering in line with expectations, S&P said.

The positive watch also consider an expectation for debt reduction resulting in better credit metrics, the agency said.

As a result, S&P said it expects the company’s adjusted debt-to-EBITDA ratio will decline to 5x or less after the IPO, which is about 3x lower than a previous expectation of about 8x at year-end 2016.

The ratings also reflect the company’s leading position in the Nordic payment system industry and high proportion of recurrent revenues, the agency said.

These strengths are constrained by the company’s limited scale and geographic diversification, modest profitability and competition from international competitors, S&P said.

Fitch puts Navistar on positive watch

Fitch Ratings said it placed the ratings for Navistar International Corp., Navistar, Inc., and Navistar Financial Corp. on Rating Watch positive following news that Navistar and Volkswagen Truck & Bus GmbH entered into a strategic alliance.

Volkswagen Truck is a wholly owned subsidiary of Volkswagen AG, Fitch said.

The strategic alliance includes an equity investment by Volkswagen Truck equal to 16.6% of Navistar’s common shares on a pro forma basis that will result in $256 million of cash proceeds to Navistar, agreements to collaborate on powertrain and other technologies, a joint venture and the addition of two Volkswagen Truck’s representatives to Navistar’s board of directors, the agency said.

The positive watch reflects an expectation that the equity investment and strategic alliance will create benefits for Navistar, including a moderate increase in near-term liquidity and financial flexibility, Fitch said.

The deal also creates opportunities for Navistar to leverage technology with Volkswagen Truck, the agency added.

S&P rates ARD notes CCC+

S&P said it assigned a B long-term corporate credit rating to ARD Finance SA.

The outlook is stable.

The agency also said it assigned a CCC+ rating to the proposed $1.565 billion payment-in-kind toggle notes due 2023 to be issued by ARD Finance.

The recovery rating is 6, indicating 0 to 10% expected default recovery.

Ireland-based Ardagh Packaging Group Ltd. is proposing to refinance its callable PIK notes, which are currently issued by Ardagh Finance Holdings SA.

It is therefore planning to issue PIK toggle notes due 2023 in euro- and dollar-denominated tranches with a combined value of $1.565 billion or €1.391 billion via ARD Finance, S&P said.

The ratings are in line with the corporate credit rating on Ardagh Packaging Group as a core financing subsidiary, the agency said.

The proceeds of the proposed debt issuance will be used to repay the existing €250 million 8 3/8% and $710 million 8 5/8% callable PIK notes due 2019 in full, S&P said.

The proceeds also will be used as a €270 million dividend to shareholders, the agency added.

The new notes will command a lower interest rate, but cash interest will be payable so long as there is sufficient cash available for debt service at the Ardagh Packaging Holdings Ltd. level, S&P said.

The ratings on Ardagh Packaging and other related entities are unaffected by this transaction, the agency said.

Moody’s gives Caa2 to Ardagh notes

Moody's Investors Service said it assigned a Caa2 rating to $1.565 billion equivalent PIK toggle notes due 2023 issued by ARD Finance SA, a wholly owned subsidiary of Ardagh Group SA, the ultimate parent company of Ardagh Packaging Group Ltd. (B2 stable).

All other Ardagh Packaging ratings, including the B2 corporate family rating and B2-PD probability of default rating, and existing instrument ratings, remain unchanged.

Moody's will withdraw the Caa2 ratings on the 8 3/8% euro-denominated and 8 5/8% dollar-denominated senior unsecured PIK notes due 2019 issued by Ardagh Finance Holdings SA following their redemption.

The outlook on all ratings is stable.

Moody's said it views negatively the issuance of €270 million additional new PIK toggle notes over and above the amount required to repay the existing PIK notes in order to fund the latest shareholder distribution.

The agency views the shareholder payout as further evidence of a persistent aggressive financial policy, which is not in line with the expectation that Ardagh will use cash balances to reduce debt levels.

Fitch rates Beazer notes B-

Fitch Ratings said it affirmed the long-term issuer default rating of Beazer Homes USA, Inc. at B-.

The outlook also was revised to stable from negative.

Fitch also said it assigned a B- rating with recovery rating of RR4 to Beazer Homes’ proposed offering of $300 million senior unsecured notes due 2022.

The proceeds will be used to fund the repayment of its $300 million 6 5/8% senior secured notes due 2018.

The company commenced a tender offer for any and all of its 6 5/8% senior secured notes due 2018.

The company is offering a tender consideration of $988 for every $1,000 and an early tender payment of $30, Fitch explained.

The early tender offer expires Sept. 20 and the tender offer will expire Oct. 5 unless extended or earlier terminated by the company, the agency said.

The proposed offering alleviates previous concerns about the company’s refinancing risks, Fitch said.

The stable outlook also considers management's willingness to address its debt maturities well ahead of scheduled due dates, the agency added.

The ratings also reflect the execution of the company’s business model in the current moderately recovering housing environment, land policies and geographic diversity, Fitch said.

The ratings also are supported by the company's improving credit metrics, the agency said.

S&P rates Beazer notes B+

S&P said it assigned a B- rating to Beazer Homes USA Inc.'s proposed $300 million senior unsecured notes due 2022.

The recovery rating is 4, indicating 30% to 50% expected default recovery.

The proceeds will be used to fund the repayment of its existing secured notes, the agency said. Any remaining proceeds will be used for general corporate purposes, S&P said.

The ratings reflect the company's vulnerable business risk profile due to the sector's cyclical nature and the company's relatively small platform compared with most public homebuilding peers, the agency said.

The company's financial risk is considered highly leveraged with a debt-to-EBITDA ratio of about 8x as of June 30, S&P added.

S&P rates Camelot loan BB-, notes B-

S&P said it assigned a B+ corporate credit rating to Camelot UK Holdco Ltd.

The outlook is stable.

The agency also said it assigned a BB- rating and 2 recovery rating on the company's proposed senior secured credit facility, which consists of a $175 million revolving credit facility due 2021 and $1.45 billion term loan due 2023. The 2 recovery rating indicates 70% to 90% expected default recovery.

S&P also said it assigned a B- rating and 6 recovery rating on the company's $600 million senior unsecured notes due 2024. The 6 recovery rating indicates 0 to 10% expected default recovery.

Camelot Finance SA is the borrower of the credit facility and the issuer of the notes.

Private equity firms Onex Corp. and Barings Private Equity Asia are purchasing Thomson Reuters Corp.’s Intellectual Property and Science (IP&S) business for $3.55 billion, S&P explained.

The acquisition will be partly funded with new debt detailed above, the agency said.

The B+ corporate credit rating on Camelot reflects the company's high adjusted debt leverage and financial sponsor ownership, the agency said, as well as the execution risks associated with the carve-out from its former parent, Thomson Reuters Corp., which will significantly impact its EBITDA margins and cash flow through 2018.

The rating also incorporates the risk that the company's migration of its databases and information technology (IT) infrastructure to new stand-alone systems could result in service interruptions for customers and potential loss of revenue, S&P said.

But, the agency said it believes the company's strong niche market position and highly recurring subscription-based revenue model will support improving EBITDA margins and free operating cash flow generation beginning in 2019.

Moody’s rates Camelot loans B2, notes Caa2

Moody's Investors Service said it assigned a B3 corporate family rating and B3-PD probability of default rating to Camelot UK Holdco Ltd. (doing business as IP&S), a newly-formed U.K.-based holding company that will own 100% of Intellectual Property & Science through a series of intermediate holding companies.

Concurrently, Moody's assigned a B2 rating to the company's proposed senior credit facilities ($1.45 billion senior secured term loan and $175 million revolving credit facility) and Caa2 rating to the new $600 million senior unsecured notes.

The outlook is stable.

Intellectual Property & Science owns a collection of leading subscription-based businesses that provide customers with access to scientific literature, patent, trademark, pharmaceutical and other curated content that will be carved out of Thomson Reuters Corp. (Baa2 stable) and purchased by Onex Corp. and Baring Private Equity Asia via a leveraged buyout.

Proceeds from the term loan and notes plus $1.635 billion of sponsor equity will be used to finance the purchase of Intellectual Property & Science by Onex and Baring Asia for a total purchase price of about $3.685 billion.

Moody’s rates Coinstar loans B1, Caa1

Moody's Investors Service said it assigned a B2 corporate family rating and B2-PD probability of default rating to Coinstar, LLC.

The agency also assigned B1 ratings to the company's proposed $535 million first-lien term loan and $75 million first-lien revolver, as well as a Caa1 rating to the proposed $135 million second-lien term loan.

The outlook is stable.

Proceeds from the proposed transaction combined with new sponsor equity will be used to fund the acquisition of the business by Apollo Global Management, LLC.

In July, Apollo entered into a definitive agreement to acquire Outerwall Inc. (Ba3, under review), a publicly traded company with three primary business segments that include Redbox, Coinstar, and ecoATM for about $1.7 billion.

Upon close of the acquisition, and after a short transition period, Moody’s said it is expected that Coinstar will operate as a separate company with no guarantees or support provided by the other Outerwall segments. The purchase of the Coinstar business has been valued at just under $1 billion and the agency estimates pro-forma leverage for the financing in the low-5 times range.

Moody’s rates Louisiana-Pacific notes Ba3

Moody's Investors Service said it assigned a Ba3 rating to Louisiana-Pacific Corp.'s new $350 million senior unsecured note offering.

Net proceeds will be used to repurchase the company's $350 million 7½% senior unsecured notes due 2020.

The Ba2 corporate family rating, Ba2-PD probability of default rating and SGL-1 liquidity rating are unchanged.

The outlook is stable.

The new notes will rank behind Louisiana-Pacific’s senior secured revolving credit facility (unrated) and will be rated one notch below the Ba2 corporate family rating, in accordance with Moody's loss-given-default methodology.

"Louisiana-Pacific's existing ratings are unchanged as the transaction is leverage neutral. We continue to expect the company to maintain good operating performance and liquidity through volatile industry conditions," Moody’s senior vice president Ed Sustar said in a news release.

S&P rates Louisiana-Pacific notes BB

S&P said it assigned a BB rating to Louisiana-Pacific Corp.'s proposed $350 million senior unsecured notes due 2024.

The recovery rating is 3, indicating 50% to 70% expected default recovery.

The proceeds will be used to redeem $350 million of its existing senior unsecured notes due 2020.

The transaction will allow the company to extend the tenor of its capital structure and reduce interest expense, S&P said.

The BB corporate credit rating and stable outlook on Louisiana-Pacific are unchanged and reflect the company's fair business risk and aggressive financial risk profile, the agency said.

S&P rates Novelis notes B

S&P said it assigned a B rating and 5 recovery rating to Novelis Corp.'s proposed $1.5 billion senior unsecured notes.

Novelis is a wholly owned U.S. subsidiary of parent Novelis Inc., the agency explained.

The ratings on the company and its subsidiaries are unchanged, including the B+ long-term corporate rating on Novelis Inc.

The outlook is stable.

The ratings reflect the company’s position as a leading globally diversified rolled aluminum producer with highly leveraged financial measures expected to gradually improve over the next two years as the company expands its share of product shipments to automotive customers, S&P said.

The proceeds will be used to redeem its $1.4 billion senior unsecured notes due 2020, the agency said.

The redemption will improve the company's debt maturity profile and reduce annual fixed charges from the lower estimated coupon rate on the proposed notes, S&P said.

However, the impact is not sufficient to affect the ratings on Novelis, the agency said.

The proposed notes will rank pari passu with the recent $1.15 billion notes issued by the company with the same joint and several subsidiary guarantors and ratings, S&P said.

The 5 recovery rating indicates 10% to 30% expected default recovery.

Moody’s provides B2 to Novelis notes

Moody's Investors Service said it assigned a B2 rating to Novelis Corp.’s new $1.5 billion senior unsecured guaranteed note offering.

The notes will have a downstream guarantee from Novelis’ parent, Novelis Inc. and will also be guaranteed by all of Novelis Inc.'s existing and future restricted subsidiaries in the U.S. and Canada and by certain of its foreign restricted subsidiaries.

All other ratings, including Novelis Inc.'s B1 corporate family rating, B1-PD probability of default rating, Ba2 senior secured credit facility, B2 unsecured notes and SGL-2 speculative grade liquidity rating, remain unchanged, as does the B2 rating on Novelis' senior unsecured guaranteed notes due 2024.

The outlook is stable.

Proceeds will be used to tender for Novelis Inc.'s existing $1.4 billion 8¾% senior unsecured notes rated B2 that are due in 2020. Upon repayment, the rating on these notes will be withdrawn.

The B1 corporate family rating (CFR) considers Novelis Inc.'s focus on creating a more value added business as it expands its auto sheet finishing capacity to capture increasing use of aluminum in the automotive market while reducing more commodity type business, Moody’s said. The rating acknowledges the company's large scale, significant market position, and global footprint in the aluminum rolled products market, which includes a dominant position in the beverage and food can sheet segment and good positions in industrial and other high end specialties such as electronics.

S&P rates SM Energy notes B+

S&P said it assigned a B+ rating and 5 recovery rating on SM Energy Co.'s proposed $500 million senior unsecured notes due 2026.

The 5 recovery rating indicates 10% to 30% expected default recovery.

The proceeds will be used to finance the company’s recently announced acquisition of leasehold interests in the Midland Basin and for general corporate purposes, S&P said.

The ratings reflect the company's fair business risk profile and aggressive financial risk profile, the agency said.

The ratings also consider the company's participation in the highly cyclical oil and gas industry, balanced production mix between liquids and natural gas, good internal reserve replacement and production from multiple basins, S&P said.

Moody’s assigns SM Energy notes B3

Moody's Investors Service said it assigned a B3 rating to SM Energy Co.’s proposed offering of $500 million senior unsecured notes due 2026.

SM Energy's other ratings and stable outlook remain unchanged.

Note proceeds will be used to partially fund the recently announced Permian Basin acquisition and for general corporate purposes.

"Although this debt issuance will increase financial leverage, we expect SM Energy to aggressively look for non-core asset sale opportunities and reduce debt in the coming quarters to ensure sufficient financial flexibility in a protracted period of low commodity prices," Moody's assistant vice president, analyst Sajjad Alam said in a news release.

The new notes will rank pari passu with SM Energy's existing senior notes, and were assigned the same B3 rating.

Fitch rates TRU Taj notes CCC

Fitch Ratings said it assigned a CCC rating with recovery rating of RR4 to the recently issued $583 million 12% senior secured notes due Aug. 15, 2021 at the recently formed entity TRU Taj LLC, an indirectly owned subsidiary of Toys 'R' Us, Inc.

The notes were issued through exchange offers and private placements, Fitch said. Along with cash, these funds will be used to fully address the holding company’s $450 million 10 3/8% senior unsecured notes due 2017 and $192 million of its $400 million 7 3/8% senior unsecured notes due 2018.

The 2017 notes were exchanged at par while the 2018 notes were exchanged at 90% of par, the agency explained.

After the transaction, $208.3 million of 2018 notes remains outstanding, which will be addressed through future exchanges or paid down with cash, Fitch said.

The new notes offer improved terms relative to the existing notes with a higher coupon rate and secured status in the capital structure, the agency said.

The company also is working to refinance the $725 million 8½% senior secured notes due December 2017 that were issued by its subsidiary Toys 'R' Us Property Company II, LLC, Fitch said.

Fitch also said it affirmed the issuer default rating on Toys 'R' Us, Inc., Toys 'R' Us – Delaware, Inc., Toys 'R' Us Property Co. II, LLC, and Toys 'R' Us Property Co. I, LLC.

S&P: Blackboard notes CCC+

S&P said it affirmed the B corporate credit rating on Blackboard Inc.

The agency also said it affirmed the B+ rating on the company's senior secured first-lien term loan. The 2 recovery rating is unchanged, indicating 70% to 90% expected default recovery.

S&P also said it assigned a CCC+ rating and 6 recovery rating to the company's proposed $365 million second-lien senior secured notes due November 2022.

The 6 recovery rating indicates 0 to 10% expected default recovery.

The outlook is stable.

The ratings reflect a view that Blackboard's risk tolerance is still high with debt leverage in the high-6x range pro forma for its acquisition of Higher One Holdings Inc. in August 2016, S&P explained.

The stable outlook reflects an expectation that Blackboard's leading market position and significant recurring revenue base will support consistent revenue growth and operating margins over the next 12 months, the agency said.

S&P rates Crown notes BB, BB-

S&P said it assigned a BB rating with a recovery rating of 3 to Crown European Holdings SA's proposed €310 million senior unsecured notes due 2024.

The 3 recovery rating indicates 50% to 70% expected default recovery.

Crown European is a subsidiary of Crown Holdings Inc., the agency said.

S&P also said it assigned a BB- rating with a recovery rating of 5 to Crown Americas LLC’s and Crown Americas Capital Corp. IV’s proposed $350 million senior unsecured notes due 2026. The 5 recovery rating indicates 10% to 30% expected default recovery.

The dual issuers also are subsidiaries of Crown Holdings, the agency said.

The proceeds of the offering, along with other available funds, will be used to repay a portion of its term loan facility, pay related fees and expenses associated with offering of the notes and for general corporate purposes, S&P said.

The ratings on the debt are based on the company’s BB corporate credit rating, reflecting its satisfactory business risk and aggressive financial risk profile, the agency said.

Moody’s: Crown Americas notes Ba3, Crown European notes Ba3

Moody's Investors Service said it assigned a Ba3 rating to the $350 million senior unsecured notes due 2026 of Crown Americas LLC and a Ba2 rating to the €310 million senior unsecured notes due 2024 of Crown European Holdings SA, both are subsidiaries of Crown Holdings, Inc.

The company's Ba2 corporate family rating, Ba2-PD probability of default rating and other instrument ratings were unchanged.

The outlook is stable.

The Ba2 rating for the senior unsecured notes at Crown European is one notch higher than the Ba3 rating for the senior unsecured notes at Crown Americas because the former will be unconditionally guaranteed on an unsecured basis by U.S. domestic and certain foreign subsidiaries while the latter is guaranteed only by U.S. domestic subsidiaries, the agency said.

Proceeds from the new senior notes, along with $10 million cash from the balance sheet, will be used to partially repay term loan A as well as pay fees and expenses related to the transaction.

S&P: Kinetic Concepts notes B-, CCC-

S&P said it assigned a B- rating to Kinetic Concepts Inc.'s proposed issuance of $1.75 billion of five-year senior secured second-lien notes to repay existing $1.75 billion senior secured second-lien notes due 2018.

KCI USA Inc. is a co-issuer of the notes, S&P said.

The agency also said it assigned a recovery rating of 5 to these notes, reflecting 10% to 30% expected default recovery.

The company is refinancing $450 million of its $612 million senior unsecured notes due 2019 with new senior secured third-lien notes due in 2021.

The agency also said it assigned an issue-level rating of CCC+ and recovery rating of 6 to the third-lien notes, which indicates 0 to 10% expected default recovery.

The B corporate credit rating on Kinetic Concepts reflects its fair business risk and highly leveraged financial risk profile, S&P said.

The outlook is stable.

The ratings also consider the company’s significant product concentration, pricing pressure within its advanced wound therapeutics product categories and limited geographic diversity with roughly 75% of revenues derived in the Americas, the agency said.

S&P affirms Kronos after add-on

S&P said it affirmed the B- long-term corporate credit rating on Kronos Acquisition Holdings Inc. based on its expectation that the proposed transaction should support fixed charges and will not have a material impact on credit metrics and cash flows.

The outlook is stable.

Kronos is proposing to refinance its $1.085 billion term loan with a new $235 million add-on to its existing $390 million senior unsecured notes, S&P said.

The proceeds will be used to repay a portion of the term loan outstanding that was issued in April 2016 to fund the Prestone Group acquisition, the agency said.

The debt repayment improves the recovery prospects on the company’s first-lien term loan, S&P said.

The agency said it affirmed the company’s B- rating on the company's first-lien term loan and revised its recovery rating on the debt to 3 from 4 based on these improved recovery prospects. The 3 recovery rating indicates 50% to 70% expected default recovery.

The ratings reflect an expectation that the proposed transaction should support fixed charges, S&P said, and lead to better recovery prospects for the first-lien term loan.

The agency also affirmed the CCC rating on the company’s senior unsecured notes, including the proposed $235 million add-on.

The 6 recovery rating on the notes is unchanged, reflecting 0 to 10% expected default recovery.

The ratings reflect the company's weak business risk profile and highly leveraged financial risk profile, S&P said.

The proposed transaction will not have a material impact on the company's fixed charges as higher interest will be offset by lower debt amortization, the agency said.

Moody’s applies Caa2 to Kronos note add-on

Moody's Investors Service said it assigned a Caa2 rating to Kronos Acquisition Holdings Inc.'s proposed $235 million add-on issuance to its existing $390 million senior unsecured notes due 2023.

The company's B3 corporate family rating, B3-PD probability of default rating, B2 ratings on first-lien term loans ($850 million and $235 million), Caa2 rating on senior unsecured notes, SGL-2 speculative grade liquidity rating and stable outlook remain unchanged.

The B2 rating on the existing $235 million first-lien term loan will be withdrawn when the refinance transaction closes.

The company plans to use the proceeds from the add-on notes to repay existing $235 million first-lien term loan.

Moody’s said the B3 corporate family rating primarily reflects its high leverage (pro forma adjusted debt/EBITDA of 7 times), and the agency’s opinions that organic growth prospects are low and that management will not apply free cash flow toward meaningful debt repayment.

The rating considers Kronos' sizeable share of the U.S. private label bleach market, its position as the largest contract manufacturer for blue-chip consumer packaged goods customers, its good position in pool additives and its enhanced diversity following the Prestone acquisition.

In addition to its low growth profile, operating results may be volatile given Kronos' relatively high exposure to raw material costs.

Moody’s said it expects synergy benefits from recent acquisitions and ongoing operational improvements in all businesses to drive growth in EBITDA and together with modest debt repayment, leverage should fall toward 6.5 times in the next 12 to 18 months.

Moody’s might drop Tegna

Moody's Investors Service said it placed Tegna Inc.'s Ba1 corporate family rating on review for downgrade following the company's announcement that it plans to dispose of the bulk of its digital assets including Cars.com, a wholly owned subsidiary, and its 53% ownership in CareerBuilder (consolidated).

Tegna is motivated to part with these assets given weak equity credit and limited operational synergies with its broadcast business, according to a Moody’s press release. In connection with these transactions, there will be changes in leadership with new CEO's at Tegna and Cars.com.

The action considers the loss of growth from Cars.com, the combined EBITDA contribution of both assets, and the benefits of scale and diversification created by these assets which have been a positive rating factor, the agency explained.

Without these assets, which represent close to 40% of the company's current revenue mix, the company will be significantly less diversified, much smaller in scale, and likely experience slower top line growth.


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