S&P cuts Nova Chemicals to junk

Standard & Poor's downgraded Nova Chemicals Corp. to junk. The outlook is now stable. Ratings lowered include Nova's $100 million 7% notes due 2005, $100 million 7.875% debentures due 2025, $125 million 7.25% notes due 2028, $150 million 7% debentures due 2026,$250 million 7.4% medium-term notes due 2009, $300 million 7% notes due 2006 and C$250 million 7.85% senior notes due 2010, cut to BB+ from BBB-, and $172.5 million 9.04% preferred securities and $210 million 9.5% preferred securities, cut to BB- from BB.

S&P said it lowered Nova because improvements in the company's financial performance may be delayed due to current weakness in the key petrochemical sectors that the company participates in.

The ratings also reflect Nova's average business profile, with a low-cost position in the production of ethylene and polyethylene, S&P said. The strengths are offset by the weak performance of its styrenics business and high, although declining, leverage.

The contributions from Nova's ethylene and polyethylene business have suffered in the past two years in line with the cyclical industry conditions. Near-term prospects remain uncertain, S&P said. Nevertheless, the fundamental cost competitiveness is still intact and the business is well positioned to benefit from an eventual industry recovery.

In contrast, the company's styrene and polystyrene business has consistently suffered losses or weak returns related to poor industry fundamentals, unfavorable contractual commitments, and the lack of a cost advantage, S&P added. This division has increased Nova's sensitivity to the volatile petrochemical cycle.

A deeper and more extended industry cycle delayed improvements in the balance sheet, S&P said. Nonetheless, Nova has remained committed to reducing debt levels and, despite challenging operating conditions, has reduced debt by about $280 million in the past nine months. Further debt reduction is expected in 2003.

Moody's cuts Shaw Communications to junk

Moody's Investors Service downgraded Shaw Communications Inc. to junk, affecting C$3 billion of securities including Shaw's senior unsecured debt, cut to Ba2 from Baa3, and subordinated trust preferreds, cut to Ba3 from Ba1. The outlook is stable. The downgrade concludes a review begun in September. Moody's also confirmed Star Choice Communications Inc.'s senior secured debt at B3 with a negative outlook.

Moody's said the downgrade reflects its concern that Shaw's free cash flow, while improving, will be minor in relation to Shaw's debt even in fiscal 2004.

The company has a high level of debt because of its own negative free cash flow, but also incurred in part through acquisitions and the continuing support of its subsidiary Canadian Satellite Communications Inc. and its subsidiary, Star Choice, Moody's noted.

Shaw also no longer enjoys the financial flexibility that existed about two years ago in its investment portfolio.

The company's basic subscriber base will likely continue to decline as it is challenged by satellite alternatives, and its important high speed Internet product now faces strong competition from the incumbent telephone company, Moody's said.

Capital expenditures are now being reduced even though the proportion of Shaw's network that has been rebuilt to 750 MHz of bandwidth is much lower than its peers.

The stable outlook reflects Moody's expectation that Shaw will continue to improve its free cash flow and to reduce its debt subsequent to fiscal 2004.

Star Choice was confirmed because Moody's expects Shaw to continue voluntarily funding this subsidiary's negative free cash flow for the near-term while Star Choice continues to invest in the growth of new subscribers. The outlook is negative because the voluntary funding support over the long-term from Shaw cannot be assured.

Moody's cuts PDVSA, heavy oil projects

Moody's Investors Service downgraded Petroleos de Venezuela and four heavy oil projects including cutting PDVSA's foreign currency debt ratings to Ba3 from Ba1, PDV America, Inc.'s senior notes to Ba3 from Ba1, the long-term debt ratings of the four heavy oil projects Petrozuata, Cerro Negro, Sincor and Hamaca to Ba2 from Ba1 and PDVSA Finance Ltd. to Ba1 from Baa2.

All ratings remain under review for further possible downgrade.

Moody's said the downgrade is in response to the impact of and uncertainties surrounding the national strike and continuing political and economic turmoil in Venezuela.

Moody's noted that the national strike is in its third week. Most of PDVSA's employees have supported the strike and it is not clear when it will be resolved, given the opposition's demand that President Chavez resign.

In the meantime, virtually all of PDVSA's crude oil, natural gas production, refinery output and crude exports have shut down because of widespread strike support, storage and distribution issues, and the company's inability to transact business, Moody's said.

The downgrade of PDVSA's local and foreign currency ratings and PDV America's senior notes reflects uncertainty over the duration of the strike and the sustained severity of its impact on PDVSA's operations, debt servicing capabilities, and financial position.

With regard to the heavy oil projects, all four have been shut down due to factors including the lack of natural gas or hydrogen previously supplied to varying degrees by PDVSA, depending on the specific project, and the inability to ship any syncrude produced, Moody's said. The potential for additional disruptions of productive capacity has also increased as the strike lingers on.

S&P keeps EchoStar on positive watch

Standard & Poor's said EchoStar Communications Corp. remains on CreditWatch with positive implications following the termination of the company's merger deal with Hughes Electronics Corp.

As part of a negotiated resolution, EchoStar will pay Hughes a $600 million cash breakup fee, but will not be purchasing Hughes' PanAmSat Corp. stake as originally agreed. Separately, EchoStar today announced that it will repurchase all of Vivendi Universal SA's convertible preferred stock for $1.066 billion.

Even after sizable cash outlays to Hughes and Vivendi, S&P said it believes there is still upward rating potential for EchoStar given the company's strengthening business and financial profile, subject to competitive and strategic issues.

EchoStar's year-over-year subscriber growth of more than 20% is ahead of the 14% subscriber increase for Hughes' U.S. DirecTV unit, S&P noted.

Despite its rapid growth and associated subscriber acquisition spending, EchoStar also generates discretionary cash flow, S&P added.

Still, competition in the pay TV business remains intense, especially because cable operators are completing plant upgrade programs and are under pressure to boost revenue to justify heavy capital spending, S&P said. Cable operators also enjoy an advantage from their ability to offer expanded video bundled with high speed data services over rebuilt systems. Competitive pressure from DirecTV could also increase in the event of an ownership change at that operation.

On a trailing 12-month basis, as of Sept. 30, 2002, EchoStar's EBITDA margin was almost 17%, up from about 12% for the 2001 full year, S&P said. EBITDA to interest is modest, at about 1.65x. Gross debt to EBITDA is high at approximately 7.4x. However, EchoStar has more than $2.5 billion in uncommitted cash after paying the $600 million Hughes breakup fee and repurchasing Vivendi's convertible preferred shares. Pro forma for these payments, net debt to EBITDA is roughly 4.1x. There are no debt maturities until 2006.

Moody's raises Tuesday Morning

Moody's Investors Service upgraded Tuesday Morning Corp. including raising its $69 million 11% senior subordinated notes due 2007 to Ba3 from B2. The outlook is stable. Moody's does not rate the company's $135 million senior secured revolving credit facility due 2006.

Moody's said the new ratings reflect Tuesday Morning's ability to generate sufficient cash flow from operations to finance store growth while significantly reducing financial leverage in a difficult retail environment.

The ratings are further supported by the company's more efficient working capital allocation and stronger gross margins realized though enhancements to the distribution and inventory management systems; and the conservative financial strategy exhibited by the management team to reduce debt, Moody's said.

The ratings reflect the volatility of Tuesday Morning's top line; the risk that Tuesday Morning will not be able to continue to source sufficient high quality products; the possible cannibalization of the existing customer base as the company continues to fill-in stores; the highly discretionary nature of its products; concerns about the company's ability to leverage fixed costs as the chain continues to grow; and high seasonality amplified by the company's event schedule, Moody's added.

Improved working capital management has reduced Tuesday Morning's working capital needs, allowing the company to retire $91.8 million of term debt in fiscal 2002, $40 million of which was due primarily in 2004, Moody's noted.

Total debt to EBITDA is expected improved to less than 1 time in fiscal 2002 from 2.5 times in 2000, and lease adjusted debt to EBITDAR to less than 3 times from 3.9 times, Moody's said. The company's fixed charge coverage ratios are strong for the rating category. The company's EBITDA coverage ratio will be approximately 6.0 times in fiscal 2002 compared to 3.4 times in 2000, and fixed charge coverage is expected to be about 2.5 times for fiscal 2002 compared to 2.1 times in 2000.

S&P rates Gate Gourmet loan BB

Standard & Poor's assigned a BB rating to Gate Gourmet LLC's CHF110 million term loan A due 2007, CHF313 million term loan B due 2008 and CHF75 million revolving bank loan due 2007 and a B rating to its CHF262.5 million junior secured mezzanine notes due 2009. The outlook is stable.

S&P said the rating reflect Gate Gourmet's exposure to the cyclical commercial airline industry - which has yet to fully recover from the events of Sept. 11, 2001, and which is suffering from the global economic slowdown - as well as the company's significant customer concentration and limited pricing flexibility.

Partially offsetting the negatives are Gate Gourmet's highly flexible cost base, well-established business positions worldwide, long-term contracts with airlines, and fairly moderate leverage for an LBO structure, S&P added.

The stable outlook assumes that - given the current challenging environment for the airline industry - Gate Gourmet will primarily focus on maintaining its profitability and generating cash flow in order to reduce leverage., S&P said.

In addition, S&P said it does not expect the company's earnings and cash flows to be overly affected by any possible further significant deterioration in the credit quality of the airline industry.

Moody's rates Lamar notes Ba3

Moody's Investors Service assigned a Ba3 rating to Lamar Media Corp.'s new $260 million senior subordinated notes due 2012 and confirmed the ratings of Lamar Advertising Co. and its subsidiaries including Lamar Media's $1.0 billion in senior secured credit facilities at Ba2 and $200 8.625% million senior subordinated notes due 2007 at Ba3 and Lamar Advertising's $287 million senior convertible notes due 2007 at B2. The outlook is stable.

Moody's said Lamar's ratings continue to reflect the size and market position of the company's geographically diverse outdoor portfolio; its consistently strong margin performance; the high underlying asset value of the company's outdoor portfolio; and the durability of the company's predominantly local revenue base.

However, the ratings also consider risks posed by the company's high financial leverage and modest fixed charge coverage; the acquisitive nature of the company and the financing, and integration risks posed by the same; competition with larger and better capitalized companies in certain key markets; the degree to which competition for incremental growth via acquisition may ultimately drive-up acquisition multiples as the industry consolidates; and exposure to the advertising cycle, Moody's added.

The stable outlook considers the modest recovery in the advertising environment and the expectation that Lamar will continue to use a prudent mix of debt and equity to finance its acquisition strategy, Moody's said.

If the company can successfully integrate its announced and expected future acquisitions and improve utilization rates, positive ratings momentum may be achieved, Moody's added. If the company were to continue to acquire despite the competitive prices and fragile economic environment, leverage could approach levels that warrant a negative outlook.

As of Sept. 30, 2002, lease adjusted leverage is high with adjusted debt to EBITDAR of 6 times, and cash flow coverage is modest with (EBITDAR - capex)/(interest + rent) of 1.6 times, Moody's said.

Moody's confirms Steel Dynamics

Moody's Investors Service confirmed Steel Dynamics, Inc.'s ratings including its $200 million 9.5% senior unsecured notes due 2009 at B2 and $350 million guaranteed senior secured credit facility at Ba3 and assigned a B3 rating to its new $100 million convertible subordinated notes due 2012. The outlook is positive.

Steel Dynamics' ratings reflect a continuation of difficult domestic steel market conditions, as re-starts of idled US industry capacity, threats of increased steel imports, the reduction of Section 201 import tariffs in March 2003, and weak demand among economic-sensitive end markets are putting renewed downward pressure on steel prices, Moody's said.

In addition, the company is working on several expansion projects and must establish a market for its new structural steel and rail products, and potentially merchant bar, rebar, and SBQ products related to its Qualitech acquisition, in what are very competitive commercial markets, Moody's added. The risks inherent in the company's energetic growth strategy are factors in Moody's ratings.

At the same time, the ratings recognize Steel Dynamics' current profitability and increasing scale and product diversification, Moody's said. The company's Butler mill produces a broad range of products at low cost, and the addition of a coil coating facility in 2003 will expand its value-added product offerings. The construction and commissioning of the Columbia City mill has gone well and adds 1.3 million tons of structural steel and rail to Steel Dynamics' product mix.

Steel Dynamics benefits from flexible labor arrangements, the absence of a defined benefit pension program, relatively minor environmental liabilities, and adequate liquidity, Moody's added.

Moody's changed Steel Dynamics' rating outlook to positive in September, due to the company's improved cash flow and debt protection measures and the encouraging start-up of its Columbia City minimill.

Factors that could lead to an upgrade include a strong start-up and market penetration on the part of the Columbia City mill, sustained high metal margins, strong cash flow and liquidity, and deleveraging, whether accomplished by application of proceeds from an equity offering or from cash from operations, Moody's said.

S&P rates Steel Dynamics at B

Standard & Poor's assigned a 'B' rating to Steel Dynamics Inc.'s $100 million of 4% convertible subordinated notes due 2012 and affirmed the BB- corporate credit rating. The outlook is stable.

The rating reflects an aggressive financial policy, as well as benefit from having non-unionized workforces, no retiree medical and pension expenses and a less capital-intensive production process.

While declining spot steel selling prices will affect profitability going forward, the company is expected to continue to generate free cash flow for debt reduction due to lower capital spending, S&P said.

Debt levels are high because of aggressive expansion, yet debt to EBITDA improved to 3.7x at Sept. 30 from 6x at Dec. 31, 2001.

At Sept. 30, the company had fair liquidity with $24 million in cash and full availability under its $75 million revolving bank credit facility.

The company benefits from a manageable debt maturity schedule and is currently well within compliance of financial covenants on its revolving credit facility.

The covenants step up - debt to EBITDA to 4x at Dec. 31 and 3.75x at June 30, 2003 while EBITDA interest coverage increases to 2.5x by June 30, 2003 - and could limit liquidity, S&P noted.

Fitch puts Cableuropa, ONO on watch

Fitch Ratings put Cableuropa's B- senior unsecured rating, ONO Finance plc's B- rating for its guaranteed senior unsecured notes, and the B+ rating on Cableuropa's €800 million senior secured bank facility on Rating Watch Negative.

Fitch said the action reflects a combination of developments that, on balance, could reduce the group's ability to generate earnings in line with Fitch's original expectations.

Fitch's main concern is related to the unfavorable pay TV environment, especially in light of the pending DTH merger between Canal Satellite Digital and Via Digital, ONO's principal competitors for pay TV, and its key content providers. While the merger is subject to a range of conditions, Fitch considers that if it proceeds, ONO will face strengthened competition in the provision of pay TV services, while its negotiating position with respect to the pricing of content would in all likelihood be weakened.

Other factors that could negatively affect the group's credit quality are of a more general nature and relate to uncertainty with regards to the group's ability to continue to grow Average Revenues Per User (ARPU) and penetration rates for each of its services (telephony, cable TV and internet) in line with expectations, Fitch said. Fitch particularly notes that cable TV ARPU rates have remained in the €18-20 band since year-end 2001, while cable TV penetration in the region of 20% has shown a 1 percentage point decline over this period.

Performance during the nine months to September 2002 continued to reflect the company's strong track record in terms of network build and business execution: the group reported positive EBITDA during two consecutive quarters, had 1.7 million homes passed for service, maintained annualized residential churn relatively low at 14.3% and underlined its priority to reduce costs. However, significant growth in both ARPU and penetration rates will be needed to meet future funding obligations, Fitch said.

Management has in the meantime started to buy back a portion of its high yield bonds through a combination of open market purchases (the company has already acquired some €155 million) and a "modified dutch auction". The auction is scheduled to run until Dec. 20 and targets the purchase of the largest amount of notes possible for up to €140 million. Funding is to be provided by way of preferred equity to GCO, the holding company for the shareholders' interest in Cableuropa and a €50 million draw on the senior credit facility. The shareholders' contribution will however, in turn, be lent to Cableuropa, and therefore rank pari passu with the bonds.

Moody's puts PolyOne on review

Moody's Investors Service put PolyOne Corp. on review for downgrade to junk, affecting $600 million of debt including its senior unsecured notes at Baa3, Geon Co.'s senior unsecured notes and debentures at Baa3 and M.A. Hanna Co.'s senior unsecured notes at Baa3.

Moody's said it began the review after PolyOne announced a substantial shortfall in fourth quarter earnings.

Moody's added that its action reflects Moody's concern over continuing weakness in financial performance despite aggressive cost reduction efforts, as well as the company's ability to adhere to the rising financial covenants in its bank facility.

Moody's said its review will focus on PolyOne's ability to generate a sustainable improvement in financial performance, renegotiate the financial covenants in its existing credit facility, and provide the financial flexibility to manage roughly $100 million of debt maturities in 2003.

Moreover, Moody's will assess the positive impact of further cost reduction efforts, potential inventory reductions due to the completion of plant closures, and additional asset sales. Likewise, the review will incorporate the negative near-term impact of rising raw material costs and continuing severance costs. Moody's review will also examine PolyOne's ability to improve its cost position versus competitors and captive production at customers.

S&P cuts GenHoldings

Standard & Poor's downgraded GenHoldings I, LLC's $1.698 billion senior secured bank loan due 2006 to C from CC and kept it on CreditWatch with negative implications.

S&P cuts Venture Holdings

Standard & Poor's downgraded Venture Holdings Co. LLC including cutting its $125 million 11% senior notes due 2007 to D from CCC-, $125 million 12% senior subordinated notes due 2009 to D from CC and $205 million 9.5% senior notes due 2005 to CC from CCC-. Ratings not cut to D remain on CreditWatch with negative implications.

S&P said the downgrade follows Venture's failure to make Dec. 1 interest payments on two of its public bonds.

S&P said it expects Venture will not make the Jan. 1 payment on its $205 million senior notes due 2005 at which point they will be cut to D.

A forbearance agreement with its bank lending group dated Oct. 21, 2002, prevents Venture from paying interest on its public bonds, S&P noted. The forbearance agreement expires on April 15, 2003.

Venture is working with its creditors, customers, and shareholder to restructure and recapitalize the company following the Oct. 1, 2002, commencement of formal insolvency proceedings of its German subsidiary, Peguform GmbH, S&P said. Venture had opposed the insolvency proceedings. Peguform, which accounted for 70% of Venture's 2001 sales, is being sold by a court-appointed administrator. The potential magnitude and ultimate distribution of sale proceeds in excess of Peguform's obligations are unclear.

Although the loss of Peguform's cash flow has severely weakened Venture's ability to service its financial obligations, the company continues to make required bank loan payments, S&P said. In addition, Venture's sole equity holder, Larry Winget, has provided secured guaranties and pledged additional collateral to the lenders.

S&P rates Illinois Power notes B

Standard & Poor's assigned a B rating to Illinois Power Co.'s new $550 million mortgage bonds due 2010. The securities are on CreditWatch with negative implications.

S&P rates Chesapeake Energy notes B+

Standard & Poor's assigned a B+ rating to Chesapeake Energy Corp.'s new $150 million senior notes due 2015.

Fitch puts PDVSA projects on watch

Fitch Ratings put the ratings of PDVSA related projects on Rating Watch Negative. Ratings affected include Petrozuata Finance Inc.'s $300 million series A bonds due 2009, $625 million series B bonds due 2017 and $75 million series C bonds due 2022 at BB+, Cerro Negro Finance, Ltd. $200 million bonds due 2009, $350 million bonds due 2020 and $50 million bonds due 2028 at BB+, Sincrudos de Oriente Sincor, CA's $1.2 billion senior bank loans at BB+, Petrolera Hamaca, SA's $627.8 million senior agency loan due 2018 and $470 million senior bank loan due 2015 at BB+ and FertiNitro Finance Inc.'s $250 million senior bonds due 2020 at CCC.

Fitch said the action is a result of the heightened uncertainty related to the prolonged political crisis and national strike in Venezuela.

Fitch noted the projects are unable to continue normal operations due to suspension of critical raw materials and feedstock supply from Petroleos de Venezuela SA (PDVSA), related entities and third party suppliers.

At the five projects domiciled in Venezuela - the four strategic associations and FertiNitro - operations have been reduced to near shutdown due to the lack of gas supply from PDVSA and interruptions to Venezuela's oil exports, Fitch added.

Fitch believes that the supply interruptions experienced by these projects will remain in place as long as the national strike that began on Dec. 2 continues unabated. The oil sector's overwhelming support for the three week-old strike has effectively shut down Venezuela's hydrocarbon industry, disrupting crude oil and derivative product export flows and accentuating the deep polarization that has characterized the nation's society in recent months.

Although Fitch believes that the Venezuelan sovereign's capacity to meet its foreign currency debt service compares favorably to similarly rated sovereigns, its willingness to service its obligations could come under increasing pressure if the strike were to continue to disrupt oil exports for an extended period of time, Fitch added.

S&P says Rent-Way unchanged

Standard & Poor's said Rent-Way Inc.'s rating are unchanged at a corporate credit rating of CCC+ on CreditWatch with negative implications following the announcement that the company will sell 295 rent-to-own stores to Rent-A-Center Inc. for $101.5 million in cash.

Although the transaction will be used to pay down existing bank debt, Rent-Way still needs to refinance its outstanding debt and contend with class action lawsuits against the company regarding its accounting irregularities, S&P said.

S&P says Rent-A-Center unchanged

Standard & Poor's said Rent-A-Center Inc.'s ratings are unchanged at a corporate credit rating of BB with a stable outlook after the announcement that it will acquire 295 rent-to-own stores from Rent-Way Inc. for $101.5 million in cash.

Rent-A-Center intends to fund the acquisition primarily with cash on hand, as well as with availability under its senior credit facility. Moreover, Rent-A-Center recently strengthened its balance sheet with the prepayment of $168 million of debt and the conversion of its preferred stock to common equity, S&P noted.

S&P added that it does not expect integration difficulties as Rent-A-Center has been adept at acquiring and integrating stores.

S&P raises Avista outlook

Standard & Poor's raised its outlook on Avista Corp. to stable from negative. Ratings affected include its senior secured debt at BBB-, senior unsecured debt at BB+ and preferred stock at BB-.

S&P said the revision is in response to Avista's significantly improved relationship with the regulators in Washington state over the past year.

In June 2002, the Washington Utilities and Transportation Commission concluded a general rate case that will allow Avista to recover substantial power cost deferrals incurred during 2000 and 2001, S&P noted. The power cost deferrals exceeded $270 million at their peak as of Sept. 30, 2001, of which $199 million were incurred in the state of Washington.

The commission also approved an energy recovery mechanism designed to allow Avista to pass excess power costs through to customers and avoid significant deferred costs in the future, S&P added. This mechanism, similar to the power cost adjustment mechanism in place in Idaho, is a significant boost to Avista's credit profile.

S&P said the BB+ rating on Avista Corp. reflects the company's average business position, characterized by low-cost, hydroelectric generation; competitive rates; operating and regulatory diversity in Washington, Idaho, Montana and Oregon; and a much-improved regulatory environment, offset by a financial profile that is weak for the rating.

During 2000 and 2001, energy trading and marketing provided significant support to the company's consolidated financial profile. The size of these operations has tapered off over the last year, as Avista's strategy shifted toward marketing activities focused on the physical assets it manages, S&P said.

Nonetheless, continued involvement in riskier energy trading and marketing activities in addition to other unprofitable non-regulated businesses continue to contribute to a weaker consolidated business risk profile than that of the stand-alone utility.

Avista's financial position is weak for the rating, with adjusted debt-to-capitalization expected to be about 60%, and cash flow coverage of interest at about 2.5x at the end of 2002, S&P noted. S&P said it expects that management will continue to pay down debt aggressively and manage losses from the smaller, non-regulated businesses so as to improve Avista's financial ratios over the intermediate term to levels commensurate with the rating.

S&P cuts Ormet

Standard & Poor's downgraded Ormet Corp. and maintained a negative outlook. Ratings lowered include Ormet's $100 million revolving credit facility, cut to CCC+ from B+, and $150 million 11% notes due 2008, cut to CCC- from B-.

S&P said the downgrade is in response to third quarter financial performance being below its expectations, continued weak industry fundamentals, and liquidity concerns.

During the third quarter, higher costs, largely due to increased power costs, caused deterioration in Ormet's financial performance and liquidity compared to the first and second quarters of 2002, S&P said.

Adjusted EBITDA for the third quarter ended Sept. 30, 2002, was slightly positive, S&P noted.

The company has implemented cost-cutting measures from which it expects to save $7 million annually, S&P added. Nevertheless, without market improvement, Ormet faces serious upcoming liquidity concerns.

Under its present revolving credit agreement, Ormet must maintain a certain levels of minimum excess availability after payment of interest under its senior notes, S&P said. A high degree of uncertainty exists with the company's ability to meet its interest payment under the senior notes during February and March 2002.

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