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Published on 3/20/2015 in the Prospect News Bank Loan Daily.

S&P cuts Seadrill to negative

Standard & Poor’s said it revised to negative from stable its outlook on Seadrill Partners LLC and its subsidiary, Seadrill Capricorn Holdings LLC.

At the same time, the agency said it affirmed its BB-/B corporate credit ratings.

According to S&P, the outlook revision reflects its view that funding needs in 2015 for debt maturities and new vessels at Seadrill Ltd. could have implications for Seadrill Partners, in which Seadrill Ltd. has material and strategic interests.

In its view, S&P said Seadrill Partners may pay increased distributions to its shareholders and Seadrill Ltd. could finance further sales to Seadrill Partners of an interest in one of its vessels (vessel drop downs) by increasing debt at Seadrill Partners.

The ratings on Seadrill Partners reflect its assessment of the company's business risk profile as "fair" and its financial risk profile as "significant."

S&P lowers Bankrate

Standard & Poor’s said it lowered its corporate credit rating on Bankrate Inc. to B+ from BB-.

All of its ratings on Bankrate remain on Creditwatch with negative implications, where the agency had placed them on Sept. 15, 2014, following the announced SEC and internal investigations into financial reporting relating to the company's 2012 financials.

"The downgrade reflects its reassessment of Bankrate's management and governance, which we revised to 'weak' from 'fair,' " credit analyst Jawad Hussain said.

When the SEC and internal investigations were announced in September, its initial expectation was for it to be resolved in a within three to six months and that the company would provide audited and revised financial statements during that time.

"The recent SEC filing indicating the company's inability to file its 2014 annual report suggests that the investigation will continue beyond both its initial estimate and the March 31, 2015, initial deadline outlined in the supplemental indenture to the senior notes," Hussain added.

The unreliability of Bankrate's financial statements dating back to 2011 creates uncertainty with respect to its financial metrics, the agency noted.

S&P lowers Ntelos

Standard & Poor's said that it lowered its corporate credit rating on Ntelos Holdings Corp. to B from B+ and removed the ratings from Creditwatch, where we had placed them with negative implications on Dec. 3.

The outlook is stable.

At the same time, the agency said it lowered its issue-level rating on Ntelos' senior secured term loan to B from B+. The recovery rating remains 4.

"The downgrade follows Ntelos' announcement that it will exit the eastern Virginia markets and focus on operations in western Virginia and West Virginia," said S&P credit analyst Eric Nietsch.

"Although we view the decision as moderately positive in the long-term, since the eastern markets have been intensely competitive, we believe the resultant transaction will push leverage above 5x over the next few years."

S&P ups Activision Blizzard to positive

Standard & Poor’s said it revised its outlook on Activision Blizzard Inc. to positive from stable.

At the same time, the agency said it affirmed its ratings on the company, including the BB+ corporate rating.

"The outlook revision is based on the company's strong operating results and good performance from several new titles (some of which are likely to be new franchise titles)," said S&P credit analyst Andy Liu.

Additionally, the company's financial policy has been fairly conservative: It applies a portion of its discretionary cash flow toward debt reduction in excess of scheduled amortization, S&P stated.

The BB+ corporate credit rating on Activision reflects its expectation for the company's operating performance to remain stable, the agency noted.

The outlook is positive.

S&P also said that it believes Activision's revenues will decline by a low-single-digit percentage in 2015 due to changes in its release slate and unfavorable currency movements.

S&P lifts Gulfport Energy to positive

Standard & Poor’s said it revised its outlook on Gulfport Energy Corp. to positive from stable.

At the same time, the agency said it affirmed its B corporate credit rating on the company.

The agency said it is also affirming the B senior unsecured debt rating. The recovery rating remains 4.

"The positive outlook reflects its assessment of Gulfport's recent success in increasing production and reserves in the Utica shale," said credit analyst Stephen Scovotti.

"If Gulfport can continue to increase production and reserves and meet its public production guidance, the agency said it could raise the rating over the next 12 months."

The ratings on Gulfport continue to reflect its geographic concentration in the Utica shale, its falling short of public production forecasts in 2013 and 2014 and its aggressive capital spending over the past few years, which the agency said it expects to continue at more moderate level.

S&P ups Allison Transmission

Standard & Poor's said it raised its corporate credit rating on Allison Transmission Inc. to BB from BB-. The outlook is stable.

At the same time, the agency said it assigned its BB+ issue-level rating to the company's proposed $470 million senior secured term loan and 2 recovery rating.

The agency noted that it also revised its recovery rating on the company's existing senior secured credit facilities to 2 from 1. The issue-level ratings on the senior secured credit facilities remain BB+.

S&P also raised the rating on the company's senior unsecured notes to BB- from B+. The recovery rating remains 5.

"The upgrade reflects the improvement in Allison's credit metrics and its expectation that they will remain appropriate for the rating, despite its expectation of flat-to-slightly negative sales growth in 2015," credit analyst Robyn Shapiro stated.

Moody's upgrades Murray

Moody's Investors Service said it upgraded Murray Energy Corp.’s corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD, senior secured term loan to Ba3 from B1 and second-lien debt to B3 from Caa1, assigned a Ba3 rating to the company’s proposed $1.6 billion first-lien term loan and assigned a B3 rating to its proposed $860 million second-lien notes. This concludes the review for upgrade that began March 16, and the outlook is positive.

The proceeds of the financing are expected to be used to fund the $1.4 billion purchase price to acquire a controlling interest in in Foresight Energy LP and Foresight Energy GP LLP and to refinance $1 billion of the existing first-lien term loan.

The agency said the upgrade reflects the improvement in the company's credit profile following the successful integration of the Northern Appalachian mines acquired from Consol late in 2013, with the debt-to-EBITDA ratio, as adjusted, at 3.1 times as of Dec. 31. Factors supporting the rating are market leadership in Northern Appalachia, operational diversity, solid contract positions, low-cost longwall mines, low-cost barge and truck transportation to power plants served and good liquidity, Moody’s said.

The positive outlook reflects the expected improvement in the credit profile of the company if the Foresight acquisition is consummated as contemplated, as a result of an increased footprint across two well-positioned coal regions, better producer discipline in the Illinois Basin as a result of merging two key suppliers and the low-cost position of many of the combined company's mines, Moody’s said.

S&P: Go Daddy on positive watch

Standard & Poor's said that it placed all of its ratings on Go Daddy Operating Co. LLC, including the B corporate credit rating, on Creditwatch with positive implications.

The Creditwatch placement follows Go Daddy's announcement that it plans to raise at least $396 million through an IPO.

From the proceeds, the company will use $315 million to repay existing senior notes, $26 million to pay its private equity sponsors for terminating the transaction and monitoring fee agreement, about $33 million to pay transaction-related expenses.

"We believe that the company's financial policy, cash flow generation and debt leverage will likely improve with the IPO," said S&P credit analyst Elton Cerda.

Moody’s changes Telesat view to negative

Moody's Investors Service said it changed Telesat Canada's outlook to negative from developing and affirmed its corporate family rating at B1, probability of default rating at B1-PD, senior secured credit facility at Ba3 (LGD3) and senior unsecured bonds at B3 (LGD5) and lowered the speculative grade liquidity rating to SGL-2 from SGL-1.

The agency said the rating action was prompted by Loral Space & Communications Inc.'s disclosure that discussions between Loral and the high bidder in the previously disclosed 2014 strategic review process have concluded without an agreement being reached. Loral holds a 63% economic interest and a 33% voting interest in Telesat. Loral noted that the two shareholders are exploring "other potential strategic initiatives, including paying a dividend to Telesat shareholders, of which [Loral] would use [its] portion to pay a dividend to [its] stockholders, as well as a combination of Telesat and Loral into a new public company."

The outlook reflects the heightened potential of a dividend recapitalization transaction in which leverage materially increases, Moody’s said.

S&P: Janus up to positive

Standard & Poor's said that it has revised its outlook on Janus Capital Group Inc. to positive from negative.

At the same time, the agency said it affirmed its BBB-/A-3 long- and short-term ratings on the company.

"The outlook revision on Denver-based Janus Capital Group Inc. reflects the recent improvements in the company's financial risk profile," said credit analyst Olga Roman.

Despite continued asset outflows and negative performance fees, Janus increased its revenue by about 9% year-over-year and improved its profitability during 2014, the agency said.

Fitch changes ConAgra view to negative

Fitch Ratings said it revised the outlook for ConAgra Foods, Inc. and subsidiary Ralcorp Holdings, Inc. to negative from stable and affirmed their long-term issuer default ratings at BBB-.

The agency said it revised the outlook given the slower-than-expected pace of operating earnings improvement and prolonged volume declines. As a result, Fitch expects that gross leverage is likely to be in the mid 3 times range for fiscal 2015 and the pace of deleveraging thereafter is uncertain.

ConAgra's ample free cash flow generation and strong liquidity support the ratings, the agency said.

Moody's rates Azelis loans B3, Caa2

Moody's Investors Service said it assigned a provisional B3 corporate family rating to Antelope Holdco SA, the ultimate parent of Azelis SA. Concurrently, Moody's assigned provisional B3 and Caa2 ratings to the proposed first-lien and second-lien facilities to be borrowed by Antelope Bidco SA. The outlook is stable.

The new financing will be used to help fund the purchase by funds advised by Apax Partners of 3i's majority stake in Azelis and to refinance all existing debt at Azelis.

The proposed first-lien senior secured facilities consist of a €40 million revolving credit facility due 2021 and a €180 million term loan B due 2022. The proposed €60 million second-lien facility is due in 2023.

The agency said the provisional B3 corporate family rating assigned to Antelope is weighed on by its high leverage, which Moody's expects will be about 6.5 times as of the end of 2014 pro forma for the new financing and including drawings under the factoring facility, with only limited deleveraging going forward; thin operating margins; small scale and a history of undertaking acquisitions in the past that have led to restructuring and reorganization costs.

The rating derives support from other aspects of the company's profile as a leading European specialty chemicals distributor and its broad customer, supplier, product and industry diversification throughout Europe, Moody’s said.

Moody's rates Foresight loan Ba3

Moody's Investors Service said it assigned a Ba3 (LGD2) rating to Foresight Energy LLC’s proposed $650 million first-lien term loan and affirmed its corporate family rating at B2, probability of default rating at B2-PD, senior secured credit facilities at Ba3 (LGD2) and senior unsecured notes at Caa1 (LGD5). The speculative grade liquidity rating is unchanged at SGL-2. This concludes the review for upgrade that began March 16, and the outlook is positive.

The proceeds of the financing are expected to refinance the existing secured debt of Foresight upon the change of control following the proposed acquisition of Foresight's parent by Murray Energy Corp.

The agency said the B2 corporate family rating reflects the company’s position as one of the lowest cost producers in the Illinois Basin, ample reserves, multiple transportation options and access to export markets, the effective execution of its expansion plans and Moody’s expectations that Foresight will maintain leverage at around 4 times or below over the rating horizon and that capex will be largely limited to maintenance levels over the next two to three years.

The B2 corporate family also reflects uncertainties as to future financial policies under the master limited partnership structure as the company attempts to manage its future investment needs, target dividend payouts and leverage ratios, Moody’s said.

The positive outlook reflects the expected improvement in the company’s credit profile as a result of synergies achieved in the proposed business combination.

S&P rates NVA Holdings loans B, CCC+

Standard & Poor's said it assigned its B corporate credit rating to NVA Holdings Inc. and withdrew its corporate credit rating on NVA Merger Sub Inc. following its merger into NVA Holdings Inc.

The outlook is stable.

The agency said it also affirmed its B issue-level rating on the company's $404 million first-lien term loan and $70 million revolver. The recovery rating is a 3.

At the same time, S&P said it affirmed its CCC+ issue-level rating on NVA’s $160 million second-lien term loan. The recovery rating is a 6.

"The ratings on NVA Holdings reflect its belief that 2015 adjusted leverage will be around 8x, inclusive of the $60 million incremental addition to the first-lien loan and the $73 million shareholder loan issued by NVA’s parent company," said S&P credit analyst Maryna Kandrukhin.

The agency said it expects leverage will improve to around 7.5x in 2016 but will remain higher than 5.0x over the long-term as the company's acquisition-driven growth strategy and financial sponsor ownership shape NVA’s financial policy.

Moody's rates RenaissanceRe notes A3

Moody's Investors Service said it assigned an A3 rating with a negative outlook to $300 million of 10-year 3.7% senior notes issued by RenaissanceRe Finance Inc. and guaranteed by RenaissanceRe Holdings Ltd.

The note proceeds are being used to fund the acquisition of Platinum Underwriters Holdings Ltd., which closed on March 2.

The agency said the rating reflects the group's market leadership in property catastrophe reinsurance, good capital adequacy, profitable track record, superior customer service, strong risk management culture and a long history of using joint ventures and other forms of soft capital to meet client needs.

However, these strengths are tempered by the group's high business concentration in the very competitive property catastrophe reinsurance market (about half of total premiums, pro forma for Platinum acquisition) and its overweight exposures in the United States (over 60% of pro forma premiums) – notably Florida, Moody’s said.

The rationale for the negative outlook is that Moody’s remains circumspect about the benefits of the Platinum acquisition to creditors.

S&P gives Azelis loans B, CCC+

Standard & Poor’s said it has assigned its B- long-term corporate credit rating to Antelope Bidco SA, the parent holding company of Azelis SA. The agency placed the rating on Creditwatch with positive implications.

At the same time, the agency said it assigned a B rating to Antelope's proposed term loan B of €180 million and proposed revolving credit facility of €40 million. The recovery rating on these facilities is 4.

S&P also assigned its CCC+ rating to Antelope's proposed second-lien facility of €60 million. The recovery rating on the second-lien facility is 6.

According to the agency, the Creditwatch placement follows Antelope's proposal to issue a €180 million term loan B and €60 million second-lien loan to repay the existing term loans at Azelis.

The transaction is part of a refinancing related to the acquisition of Azelis by funds advised by Apax Partners, and S&P said that it anticipates that Azelis' liquidity and financial flexibility will improve if the refinancing proceeds as proposed.

Moody's says Citadel not impacted

Moody's Investors Service said that Citadel Plastics Holdings, Inc.'s ratings are not impacted by A Schulman's acquisition proposal.

Fitch gives Hanover positive outlook

Fitch Ratings said it changed Hanover Insurance Group Inc.’s outlook to positive from stable and affirmed its issuer default rating and senior notes at BBB-.

The agency said the revision in outlook reflects the sharp profitability expansion in the last two years due to improved exposures and mix in the United States as well as the consistently solid and growing contribution from Chaucer Holdings plc.

Hanover's ratings reflect adequate capitalization of U.S. operating subsidiaries and Fitch's belief that its internal capital formation is likely to continue to marginally improve, the agency said.

Fitch rates Liberty notes BBB

Fitch Ratings said it assigned a BBB rating to Liberty Property LP's $400 million 3.75% senior notes due 2025 and affirmed its issuer default rating, revolving credit facility and senior notes at BBB, its preferred operating units at BB+ and Liberty Property Trust’s issuer default rating at BBB. The outlook is stable.

Proceeds will be used for working capital and general corporate purposes, including repayment of borrowings under the $800 million credit facility.

The agency said the ratings for Liberty reflect its leverage, fixed-charge coverage and unencumbered asset coverage of unsecured debt, all of which are appropriate for a BBB rated REIT with the company's asset profile.

In Fitch’s view, moderate liquidity pressure, partly due to Liberty's growing but manageable development pipeline, and the persistent shortfall in the company's dividend coverage from adjusted funds from operations balance the ratings.


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