S&P lowers SMG view to stable

S&P said it revised the outlook on SMG Holdings Inc. to stable from negative.

The agency also said it affirmed the company's B issuer credit rating. Its first- and second-lien issue-level debt ratings are unchanged.

SMG Holdings announced a definitive agreement to merge with AEG Facilities to form a new entity, ASM Global, S&P explained.

ASM will be jointly owned by financial sponsor Onex Corp. and AEG Facilities, with each group having 50% control, the agency said.

S&P said it believes the merger will reduce leverage at the combined entity compared to SMG's stand-alone balance sheet.

The stable outlook reflects an expectation that subsequent to the merger, AEG will contribute value to SMG's existing credit facilities, resulting in a pro forma adjusted debt-to-EBITDA ratio of less than the current downgrade threshold of 8.5x, the agency said.

Although financial terms of the transaction have not been disclosed, S&P said it understands that AEG has no meaningful funded debt and may have modest amounts of operating lease liabilities.

S&P lowers Ascend Learning

S&P said it lowered the issuer credit rating on Ascend Learning LLC to B- from B, along with the ratings on its first-lien debt to B- from B and on its senior unsecured notes to CCC from CCC+.

The agency also said it assigned a CCC rating and 6 recovery rating to the proposed senior unsecured notes.

Ascend Learning plans to pay a $400 million dividend to its financial sponsors, Blackstone Group LP and Canada Pension Plan Investment Board, using proceeds from a new $300 million unsecured notes offering due 2025 and about $100 million of cash on hand, S&P explained.

The proposed debt issuance will weaken credit metrics with pro forma adjusted free operating cash flow-to-debt of less than 6% and adjusted debt-to-EBITDA ratio of more than 8x, the agency said.

S&P said it believes the company's more aggressive financial policy will result in sustained weak metrics over the longer term.

The outlook is stable, reflecting expectations that credit metrics will remain weak given the company's aggressive financial policy, but the company will continue to report good operating trends and generate positive free operating cash flow of about $50 million over the next 12 months, the agency said.

Moody's upgrades Ascend loan, rates notes Caa2

Moody's Investors Service said it affirmed the B3 corporate family rating and B3-PD probability of default rating for Ascend Learning, LLC following news of the company's proposed $300 million senior unsecured notes issuance.

Moody's also said it upgraded the company's existing first-lien senior secured credit facilities to Ba3 (LGD 2) from B2 (LGD 3) and affirmed the Caa2 (LGD 5) rating on its existing $300 million senior unsecured notes due 2025.

The agency also said it assigned a Caa2 (LGD 5) rating to the proposed $300 million senior unsecured notes due 2025.

The outlook remains stable.

The proceeds of the new senior unsecured notes, along with cash from balance sheet, will be used to fund a $400 million dividend payment to its sponsors, the agency said.

Pro forma for the new debt issuance, leverage will temporarily increase from 6.8x to 8.8x, a level considered very high for its B3 rating, Moody's said.

But the company generates strong free cash flow and maintains a very good liquidity profile, the agency said, as well as solid interest coverage.

S&P lowers CBL & Associates

S&P said it lowered the issuer credit rating on CBL & Associates Properties Inc. to BB- from BB.

The outlook is negative.

The agency also said it lowered the ratings on the company's unsecured debt to BB from BB+. The 2 recovery rating is unchanged.

Although the company reported fourth-quarter 2018 performance that is in line with projections, its guidance for 2019 is below expectations for moderating negative trends, S&P said.

The agency said it believes there is a potential for further deterioration of credit protection measures and covenant cushion if the company is unable to improve its operations.

The negative outlook reflects a view that operating performance will remain under stress over the next 12 months as operating trends continue to weaken because of tenant bankruptcies, store rationalizations and rent concessions, S&P said.

The agency said it does not believe 2019 will be a year of stabilization for the company. Instead, tenant bankruptcies and store closures are expected to occur at a higher rate than in 2018.

S&P downgrades Lucid Energy

S&P said it downgraded the long-term corporate credit rating on Lucid Energy Group II Holdings LLC to B from B+.

The agency also said it lowered the rating on parent, Lucid Energy Group II Borrower LLC's $950 million senior secured first-lien term loan due 2025 to B from BB- and revised the recovery rating on the debt to 3 from 2.

The downgrades reflect Lucid's elevated leverage and slower de-leveraging than previously forecast, S&P said.

The agency said it expects leverage to remain high in the 7x to 7.5x range for the next 12 months compared with a prior expectation of 4.5x to 5.5x due to lower cash flow from slower-than-expected ramp-up in volumes.

The company's 2018 financial performance was lower-than-expected due to lower activity ramp-up from decreased drilling by some producers, S&P said.

The stable outlook reflects a view that Lucid will execute the expansion of its gas gathering and processing infrastructure in the cost competitive Northern Delaware basin, S&P said.

The agency said it expects any additional volumes will continue to be supported by long-term fixed-fee contracts.

Fitch downgrades Nabors

Fitch Ratings said it downgraded the long-term issuer default ratings of Nabors Industries, Ltd. and Nabors Industries, Inc. to BB- from BB.

The outlook also was revised to stable from negative.

Fitch also said it assigned a BB with recovery rating of RR2 rating to the company's new unsecured guaranteed revolver and downgraded the unsecured non-guaranteed revolver, senior unsecured notes and unsecured convertible notes to BB- with recovery rating of RR4.

Fitch also affirmed and withdrew Nabors' short-term issuer default rating and commercial-paper rating at B as the facility was terminated.

The downgrades reflect weaker credit metrics, modest but uneven recovery in the United States and international drilling rig markets, reduced funding commitments and the need to address a looming maturity wall, the agency said.

This is offset by the company's favorable asset quality characteristics, global footprint that provides some diversification and forecasted positive free cash flow over the next few years, Fitch said.

S&P downgrades One Call

S&P said it downgraded the long-term issuer credit rating on One Call Corp. to CC from CCC+ and placed the ratings on CreditWatch negative.

The agency also said it lowered the debt rating on the company's second-lien notes to CC from CCC- and placed the rating on CreditWatch Negative.

S&P also affirmed the CCC+ debt rating on One Call's first-lien senior secured term loan, first-lien notes and senior secured revolvers and placed the ratings on CreditWatch negative.

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

S&P also said it affirmed the CCC- debt rating on the company's unsecured notes and placed the ratings on CreditWatch with negative implications.

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

The downgrades follow news that One Call is proposing an exchange offering for its $404 million second-lien notes due 2024.

Based on the terms, S&P said it views the proposed transaction as a distressed exchange tantamount to a default because noteholders are receiving less than they were originally promised.

This exchange is not purely opportunistic because the agency said it believes One Call's non-payment and default risk without the transaction are elevated over the next 12 months because of underperformance and very tight liquidity, the agency said.

The CreditWatch negative means that S&P will likely downgrade One Call to SD (selective default) if the exchange is completed.

Moody's downgrades Sparta

Moody's Investors Service said it downgraded Project Silverback Holding Corp.'s (Sparta Systems) corporate family rating to Caa1 from B3.

Moody's also said it downgraded Sparta's probability of default rating to Caa1-PD from B3-PD and senior secured first-lien bank credit facilities to B3 (LGD 3) from B2 (LGD 3).

The agency said it withdrew the company's SGL-3 speculative grade liquidity rating.

The outlook is stable.

The ratings are driven by the company's very high leverage, expectations for breakeven or negative free cash flow generation and limited scale, Moody's said.

The ratings also consider the expectation for deteriorating operating performance over the next 12- to 18-months as the company transitions to a software-as-a-service delivery model, the agency said.

The ratings are supported by the company's leading niche position in the quality management systems (QMS) software market for pharmaceutical and medical device providers, Moody's said.

Moody's downgrades Truck Hero

Moody's Investors Service said it downgraded Truck Hero, Inc.'s corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD.

The agency also said it downgraded the rating on Truck Hero's first-lien senior secured credit facilities, including a $100 million revolving credit facility and $855 million term loan to B2 (LGD 3) from B1 (LGD 3).

Moody's also downgraded the rating on the $295 million second-lien senior secured term loan to Caa2 (LGD 5) from Caa1 (LGD 5).

The outlook is revised to stable from negative.

The downgrades reflect an expectation that headwinds on company's raw material and freight costs, which have been at elevated levels over the recent quarters, are likely to continue over the intermediate term, Moody's said.

Truck Hero's revenues have benefited from the 2017 acquisition of Omix-ADA and ongoing organic growth, which has driven improvement in its debt-to-EBITDA ratio to 7.3 from 7.6x, the agency said.

The ratings are supported by the company's demonstrated track record of good organic annual revenue growth, Moody's said.

The ratings are constrained by the discretionary nature of Truck Hero's product portfolio and the company's high leverage profile, the agency said.

Moody's lifts Oshkosh view to positive

Moody's Investors Service said it affirmed Oshkosh Corp.'s Ba1 corporate family rating, Ba1-PD probability of default rating, Ba1 senior unsecured rating and SGL-1 speculative grade liquidity rating.

The outlook also was revised to positive from stable.

The positive outlook reflects expectations for steady profit growth and cash flow generation that would demonstrate stability of the company's consolidated operations, even with volatility in individual segments, Moody's said.

The positive outlook also reflects an expectation that Oshkosh will sustain a debt-to-EBITDA of less than 2.5x and limit share repurchases below free cash flow, highlighting a commitment to maintaining a conservative capital structure, the agency said.

The ratings reflect the company's considerable scale as revenue should exceed $8 billion for fiscal 2019 with good activity across the segments, Moody's said.

The agency said it believes event risk from large debt-funded acquisitions is modest as the company is unlikely to take on a transformational transaction.

S&P lifts Alexandria Real Estate

S&P said it raised the issuer credit rating on Alexandria Real Estate Equities Inc. to BBB+ from BBB, along with the rating on its senior unsecured notes to BBB+ from BBB and its preferred shares to BBB- from BB+.

The upgrade reflects the company's consistently strong operating performance as exhibited by its above-average operating metrics relative to peers, S&P said.

The agency said it believes that the company is competitively positioned to benefit from the favorable long-term fundamentals in the life science and tech industries, the agency said.

S&P said it believes this will allow Alexandria Real Estate to continue to outperform its peers over the next few years.

The outlook is stable, reflecting the company's continued growth and improved adjusted debt-to-EBITDA to the mid-6x range by 2019, the agency said.

Moody's upgrades Atlas Iron

Moody's Investors Service said it upgraded the corporate family rating and senior secured debt rating of Atlas Iron Ltd. to Caa1 from Caa2.

The outlook is stable.

This concludes a review for upgrade that began in October, Moody's said.

The upgrade reflects improvements in the company credit profile following the acquisition of the company by Redstone Corp., which is a wholly owned subsidiary of Hancock Prospecting Pty Ltd., Moody's said.

The company now benefits from being part of a larger and more diversified group of companies, which Moody's believes has a stronger liquidity and financial profile, along with larger cash flow generating ability.

The upgrade also considers an expectation that the company will improve its operating cash flow generation in the next fiscal year, largely due to improved realized iron ore prices and a weaker Australian dollar over the period, the agency said.

Moody's rates Altria notes A3

Moody's Investors Service said it assigned an A3 rating to Altria Group Inc.'s euro-denominated senior unsecured notes offering.

The proceeds will be used to refinance existing debt and for general corporate, Moody's said.

The rating is supported by its market position as the largest tobacco company in the United States by sales, its top brands and its solid and expanding investment portfolio of tobacco and tobacco-related products, the agency said.

The rating also reflects Altria's strong and stable cash flow underpinned by the relatively inelastic nature of tobacco demand, Moody's said.

The rating is constrained by the continued decline in combustible cigarette volume, increasing regulatory risk and litigation risk in the United States, the agency said.

S&P rates Altria Group notes BBB

S&P said it assigned a BBB rating to Altria Group Inc.'s proposed senior unsecured euro-denominated notes.

The company will draw from its shelf registration statement filed in October 2017, S&P noted.

The proceeds will be used to prepay outstanding borrowings under its bridge term loan, which was used to finance the company's investment in JUUL Labs Inc.

Altria's primary operating subsidiary, Philip Morris USA Inc., will guarantee the proposed notes.

The transaction does not meaningfully impact credit metrics, S&P said.

All of the existing ratings on the company, including the BBB issuer credit rating, are unchanged.

The outlook is stable.

The ratings reflect the company's dominant position in the U.S. tobacco industry with significant pricing power, market share and brand equity, S&P said.

The ratings also consider its strong profitability and free cash flow and good track record of managing litigation and regulatory risks, the agency said.

Fitch rates Altria notes BBB

Fitch Ratings said it assigned a BBB rating to Altria Group Inc.'s multi-tranche benchmark-sized euro-denominated senior notes offering.

The outlook is stable.

The proceeds will be used to prepay a portion of the $12.8 billion in outstanding borrowings under the $14.6 billion term loan agreement used to finance the JUUL LABs, Inc. transaction.

The notes will be guaranteed by Altria's wholly owned subsidiary, Philip Morris USA Inc., Fitch said.

The guarantee will rank equally with all of Philip Morris USA's existing and future senior unsecured indebtedness, the agency said.

The ratings reflect the company's increased debt related to the acquisition of minority stakes in JUUL and Cronus Group Inc. for a combined $14.6 billion that increased pro forma leverage to about 2.7x, from 1.3x at the end of the third-quarter 2018, Fitch explained.

The agency said it expects long-term leverage will remain in the mid-2x range as the company remains committed to shareholder-based initiatives through additional dividend increases and share repurchases.

Total debt could rise further over the longer-term if Altria exercises the warrant during the next four years to acquire an incremental 10% stake in Cronus for $1 billion or through additional mergers and acquisitions, Fitch said.

S&P rates Millennium Trust loans B, CCC

S&P said it assigned a B- issuer credit rating to Minotaur Acquisition Inc., which does business as Millennium Trust Co.

The agency also said it assigned a B rating and 2 recovery rating to the proposed first-lien facility, along with a CCC rating and 6 recovery rating to the proposed second-lien facility.

Minotaur is being acquired by Abry Partners for $1.675 billion, S&P said.

The transaction debt financing includes a $90 million revolving credit facility due in 2024, $610 million first-lien term loan due in 2026 and $245 million second-lien credit facility due in 2027.

Following the transaction, pro forma adjusted leverage will be very high

in the mid-8x range, declining to the high-7x range in 2020, S&P said.

The stable outlook reflects an expectation that Millennium will de-leverage over time through earnings improvement driven by revenue growth in its automatic rollover individual retirement account (IRA) segment and secular tailwinds in the U.S. retirement savings industry, S&P said.

Moody's rates Minotaur loans B2, Caa2

Moody's Investors Service said it assigned a B3 corporate family rating to Minotaur Acquisition, Inc., the acquisition vehicle through which entities of Abry Partners intend to acquire Millennium Trust Co., LLC.

The agency also said it assigned B2 ratings to Minotaur's $610 million senior secured first-lien term loan and $90 million revolving credit facility, along with a Caa2 rating to its $245 million second-lien term loan.

The outlook is stable.

Minotaur's credit profile reflects Millennium's growing client cash balance base, strong EBITDA margin and market leadership in the automatic rollover individual retirement account (IRA) market, Moody's said.

In 2019, the agency said it expects Millennium's revenue and cash flow to benefit from its strong growth in accounts and client cash balances during 2018, which will result in stronger fees earned from increased interest rates at Millennium's cash sweep program.

In December 2018, Abry Partners agreed to make a significant investment in Minotaur, the agency said.

Moody's said the transaction will result in a significant increase in Minotaur's leverage, leaving little room for additional debt at the current rating level.

S&P rates Mondelez notes BBB

S&P said it assigned a BBB rating to Mondelez International Inc.'s proposed senior unsecured notes due 2026.

The proceeds will be used from the debt issuance for general corporate purposes, including the repayment of outstanding commercial-paper borrowings and other debt, S&P said.

All of the existing ratings on the company, including the BBB issuer credit rating, are unchanged.

The outlook is stable.

Mondelez retains a strong competitive position in the packaged food industry, S&P said.

Key factors in the business risk assessment include the company's good market shares and its position as a major snack company worldwide with a leading portfolio of brands and international diversification, the agency said.

But, the company does have relatively lower EBITDA margins within the highly competitive global snacks industry largely because of its greater emerging market exposure, S&P said.

Fitch rates Mondelez notes BBB

Fitch Ratings said it assigned a BBB rating to Mondelez International, Inc.'s $600 million offering of senior unsecured notes due 2026.

The notes will be issued by Mondelez and will rank pari passu with all of the parent company's existing and future senior unsecured indebtedness, Fitch said.

The proceeds from the notes will be used for general corporate purposes, including the repayment of outstanding commercial-paper borrowings and other debt, the agency said.

The company's recent strategic review yielded no changes to the brand portfolio, but shifted focus to top-line growth after several years of focusing on margin expansion through cost reduction, Fitch explained.

The company's new chief executive's strategic vision could include initiatives for growing market share or brand portfolio optimization that might deviate from the agency's current projections, Fitch said.

Mondelez has traditionally focused on its global power brands that account for 73% of its sales, but management is changing its focus to also support brands with leading market shares in their local markets, the agency said.

Moody's rates Mondelez notes Baa1

Moody's Investors Service said it assigned a Baa1 rating to $600 million of senior unsecured notes being offered today by Mondelez International, Inc.

All of its other ratings are unchanged.

The outlook is stable.

The proceeds will be used for general corporate purposes, including repaying outstanding commercial paper that totaled $3.1 billion as of Dec. 31, Moody's said.

The agency has assigned a Baa1 rating to Mondelez's proposed $600 million of 3 5/8% senior unsecured notes due February 2026.

The outlook remains stable.

The ratings are supported by the company's large scale and leading global market position in the attractive global snacks category, which will continue to grow faster than the broader U.S. packaged food industry, Moody's said.

The credit profile also is supported by the company's good earnings growth potential, driven by ongoing cost efficiency programs and further expansion opportunities in developing markets, the agency said.

S&P rates Quincy Media loan B+

S&P said it assigned a B+ rating and 3 recovery rating to Quincy Media Inc.'s $85 million delayed draw term loan A due in 2022.

The company will use the proceeds to partially fund its previously announced acquisitions of KVOA-TV in Arizona for $70 million and WSIL-TV in Illinois for $24.5 million, S&P said.

The company amended its credit agreement to extend the maturity on its $30 million super-priority revolving credit facility to 2022 from 2020, the agency said.

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

The transaction does not affect the B+ issuer credit rating because the debt-financed acquisitions of KVOA-TV and WSIL-TV will increase leverage to about 3.5x, which is in line with the 3.5x to 4.5x leverage range for the current rating, S&P said.

Although leverage could improve modestly to the low-3x range in 2019 through organic growth, the agency said it believes the company will more likely make additional acquisitions that could elevate leverage to more than 3.5x, the agency said.

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