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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 1, 2013, Vol. 17, No. 303


                            Headlines

ARG IH: S&P Assigns 'B' CCR & Rates Proposed $335MM Term Loan 'B'
BJ'S WHOLESALE: Moody's Cuts Rating on $1.29BB Loan to 'Caa1'
BOOZ ALLEN: Moody's Says Special Dividend is Credit Negative
BROCK HOLDINGS III: S&P Lowers CCR to 'B'; Outlook Negative
CLUBCORP CLUB: Moody's Hikes Corp. Family Rating to B1

COVANTA HOLDING: Fitch Affirms 'BB' Long-term Issuer Rating
CWGS ENTERPRISES: S&P Assigns B Corp. Credit Rating, Outlook Pos.
DELL INC: Moody's Lowers Pre-LBO Unsecured Debt Rating to 'B1'
DELUXE CORP: S&P Raises Corp. Credit Rating to 'BB'
DIXIE CHEMICAL: Moody's Assigns 'B3' Corp. Family Rating

FIRST DATA: Fitch Rates New Sr. Subordinated Notes at 'CCC'
FIRST DATA: S&P Affirms 'CCC+' Rating on $750MM Subordinated Notes
FNB CORP: Moody's Rates Non-Cumulative Preferred Stock 'Ba3(hyb)'
GPH OPERATING: S&P Assigns 'B' CCR & Rates $155MM Facilities 'B+'
GREENFIELD SPECIALTY: Moody's Rates C$190MM Secured Loan 'B2'

GREENFIELD SPECIALTY: S&P Assigns 'BB' Rating to C$190MM Loan
GULF ENERGY: Moody's Affirms B3 CFR & B3 Unsecured Notes Rating
HCA HOLDINGS: $500MM Share Repurchase No Effect on Fitch's IDR
LEVEL 3 FINANCING: Fitch Rates $640MM Sr. Notes Due 2021 'BB-'
LEVEL 3 FINANCING: Moody's Rates $640MM Sr. Unsecured Notes 'B3'

LEVEL 3 FINANCING: S&P Assigns 'CCC+' Rating to $640MM Sr. Notes
NORTHEAST WIND: S&P Affirms Prelim. 'BB-' Rating to $315MM Loan
ONE CALL: S&P Puts 'B' Corp. Credit Rating on CreditWatch Negative
P2 UPSTREAM: S&P Revises Outlook to Negative & Affirms 'B' CCR
PACIFIC RUBIALES: Fitch Affirms 'BB+' Long-term Issuer Ratings

SANDISK CORP: S&P Assigns 'BB' Rating to Senior Convertible Notes
VANTAGE ONCOLOGY: S&P Retains 'B' Rating on Senior Secured Notes


                            *********


ARG IH: S&P Assigns 'B' CCR & Rates Proposed $335MM Term Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to the Atlanta-based ARG IH Corp., whose
subsidiaries operate and franchise Arby's restaurants.  At the
same time, S&P assigned a 'B' issue-level rating and '3' recovery
rating to the company's proposed $335 million term loan and
$35 million revolving credit facility.  The company will use
proceeds from the term loan to fund a dividend to the equity
holders.  The company will also fund a small portion of the
dividend with excess cash to pay fees associated with the
transaction.

"The ratings on Arby's reflect our assessment that the company's
business risk profile remains "vulnerable", which is primarily
based on the company's position in the very competitive quick
service restaurant industry, modest track record of improved
results, and the historical volatility of profits," said credit
analyst Charles Pinson-Rose.  "We also view its financial risk
profile as "highly leveraged", which is based on forecasted credit
ratios and our view of the company's financial policy as "very
aggressive" as a result of the presence of private equity sponsor.
We expect moderate profit growth and the company to reduce debt
with free cash flow, but leverage ratios will still be indicative
of a "highly leveraged" financial risk profile over the near
term."

The outlook is stable and incorporates S&P's expectation that the
company should have relatively stable operating trends as a result
of low-single-digit same-stores sales growth while maintaining
operating margins.  This should allow the company to have adjusted
debt to EBITDA in the mid- to low-5x area and FFO/debt between
12%-14% over the near term.

S&P would not expect a positive rating action because of its view
of the company's financial policy as very aggressive given the
control of the equity ownership by a private equity sponsor.  As
such, S&P do not expect to change its view of the company's
financial risk.  However, if S&P believed the company would
sustain leverage below 5x and it viewed the company's financial
policies as aggressive, it could consider a higher rating.  S&P
believes Arby's could reach this threshold with stable profits and
approximately $80 million of debt reduction over the course of the
next two years.  Prior to an upgrade, S&P would also likely need
to positively reassess the company's business risk profile to weak
from vulnerable.  S&P would do so if the company continues to grow
sales at a pace near or better than industry peers and improves
operating margins so that they were more comparable to industry
competitors.

S&P would consider a lower rating if adjusted leverage was in the
low-6x area as result of weak performance.  S&P believes this
could occur in 2014 if same-store sales decline in the low-single-
digit range and gross margins contract by approximately 100 basis
points -- leading to an approximately 15% EBITDA decline.


BJ'S WHOLESALE: Moody's Cuts Rating on $1.29BB Loan to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default ratings for BJ's Wholesale Club, Inc. to B3
from B2, downgraded the ratings on two existing secured term
loans, and also assigned ratings to two proposed secured term
loans. The rating outlook is stable. Ratings are subject to
Moody's review of final documentation and terms and conditions.

Ratings downgraded:

Corporate Family Rating to B3 from B2

Probability of Default rating to B3-PD from B2-PD

Ratings downgraded and to be withdrawn upon closing of proposed
new loans:

$1.29 billion secured first lien term loan to Caa1 (LGD 4, 63%)
from B3 (LGD 4, 64%)

$325 million secured second lien term loan to Caa2 (LGD 6, 91%)
from Caa1 (LGD5, 88%)

New ratings assigned:

$1.45 billion secured first lien term loan at B3 (LGD 4, 56%)

$650 million secured second lien term loan at Caa2 (LGD 5, 88%)

Ratings Rationale:

"The downgrade recognizes the deterioration in the company's
credit metrics that will result from BJ's paying an approximately
$450 million debt-financed dividend to its sponsors and certain
members of management, as well as the increasingly-aggressive
financial policy tone that this dividend sets," stated Moody's
Vice President Charlie O'Shea. "Combined with 2012's almost $650
million dividend BJ's will have returned almost $1.1 billion to
its sponsor/owners and management in a little over a year. This is
well over double the initial approximately $600 million that was
contributed as equity to the go-private LBO in September 2011;
while debt has increased from $1.8 billion to $2.5 billion. This
results in debt/EBITDA pro forma for this incremental debt
approaching 8 times, and interest coverage will below 1.3 times,
the combination of which results in a quantitative profile that is
closer to Caa than B."

The B3 Corporate Family and Probability of Default ratings reflect
BJ's high leverage as measured by debt/EBITDA, which will now
approach 8 times, weak interest coverage with EBITA/interest of
around 1.2 times, as well as its limited ability to generate free
cash flow sufficient to attain a free cash flow/net debt metric
above the low single digits on a percentage basis. The ratings
also reflect the tone of financial policy being set by the new
dividend. The ratings continue to be supported by BJ's significant
"annuity stream" of membership revenue, which stood at around $240
million for the July 2013 LTM period, its favorable position in
the warehouse/wholesale club segment of retail, with its focus on
grocery-equivalents, and its strong, but highly concentrated
position in the populous Northeast region of the U.S. Ratings also
consider the "covenant lite" structure of the proposed credit
facilities, as well as continued inherent issues surrounding the
ownership of BJ's by private equity firms. Some of these issues
include the potential for additional extractions of equity and
otherwise maintenance of a shareholder-friendly financial policy,
which could lead to a further leveraging and weakening of the
company's capital structure. BJ's is a strong and very credible
competitor in its key Northeast market, with leading market share
as measured by store locations. Moody's also recognizes BJ's
excellent operating performance trend over the past several years,
which indicates that the company has been able to perform well
through myriad economic cycles, as well as its good liquidity.

The downgrade of the existing term loans, ratings for which will
be withdrawn upon closing of the proposed new term loans, result
from the downgrade of the Corporate Family rating and the
application of Moody's Loss Given Default Methodology, as well as
their respective positions in the capital structure. The Caa1
rating on the existing $1.29 billion term loan recognizes the
incremental benefit of first position collateral mortgages on a
small pool of warehouse clubs, as well as its more senior position
in the capital structure. The Caa2 rating on the existing $325
million term loan reflects the lack of any tangible hard asset
collateral and its more junior position in the capital structure.

The ratings on the proposed new term loans result from the
application of Moody's Loss Given Default Methodology, as well as
their respective positions in the capital structure. The B3 rating
on the proposed $1.45 billion term loan recognizes its more senior
position in the capital structure, as well as the presence of the
real estate collateral. The Caa2 rating on the proposed $650
million term loan reflects its more junior position in the capital
structure, and the lack of any tangible hard asset collateral.

The stable outlook recognizes the strength of the company's
business model and the overall operating performance of the
company. The stable outlook also considers the company's liquidity
which, while good, remains negatively impacted by the
approximately $300 million that is still outstanding on the
unrated $1 billion ABL which was utilized to help finance the
September 2011 LBO.

Given the downgrade and the company's highly-aggressive financial
policy, an upgrade is unlikely in the near term. Over time, an
upgrade could occur if BJ's financial policy tempers such that the
company can meaningfully reduce its leverage via application of
free cash flow, with a level below 6.5 times necessary for
consideration to be given to an upgrade, with interest coverage as
measured by EBITA/interest sustained above 1.5 times.

Ratings could be downgraded if there are additional debt-financed
extractions of equity, liquidity weakens, or if its credit metrics
deteriorate such that EBITA/interest begins to approach 1 time.
Moody's notes that BJ's has hedged roughly two-thirds of its
existing floating rate debt, with these hedges expiring in March
2016.

BJ's Wholesale Club, Inc., based in Westborough, Massachusetts, is
a leading warehouse club retailer, with 201 locations in 15
states. Annual revenues are around $12 billion. The company was
taken private in September 2011 in a leveraged transaction by
affiliates of Leonard Green Partners ("LGP") and CVC Capital
Partners ("CVC") for around $3 billion.


BOOZ ALLEN: Moody's Says Special Dividend is Credit Negative
------------------------------------------------------------
Moody's Investors Service said that Booz Allen Hamilton Holding
Corporation's (parent of Booz Allen Hamilton Inc.) announcement
during its second quarter fiscal 2014 earnings call that it has
declared a $1.00 per share special dividend in addition to its
regular $0.10 per share cash dividend is a credit negative event.
However, Booz Allen's ratings including its Ba3 Corporate Family
Rating, SGL-1 Speculative Grade Liquidity Rating and stable
outlook are unaffected.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets. Booz Allen is headquartered in
McLean, Virginia, and reported revenues of approximately $5.7
billion for the last twelve months ended September 30, 2013.


BROCK HOLDINGS III: S&P Lowers CCR to 'B'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit ratings on Brock Holdings II Inc. (BHII) and its
wholly owned subsidiary Brock Holdings III Inc. (Brock) to 'B'
from 'B+'.  The outlook on both entities is negative.

At the same time, S&P lowered the ratings on Brock's $105 million
revolving credit facility and $510 million first-lien term loan to
'B' (the same as the corporate credit rating) from 'B+' and on its
$190 million second-lien term loan to 'CCC+' from 'B-'.

The downgrade reflects Standard & Poor's view that Brock's EBITDA
margins and cash generation will be weaker than S&P expected in
2013, combined with the imminent risk that the company could
violate its covenant in the absence of an amendment or an equity
cure from the sponsor.

S&P now views Brock's financial profile as "highly leveraged,"
(revised from "aggressive").  S&P continues to view its liquidity
as "less than adequate" under its criteria, primarily reflecting
covenant tightness.

S&P views the company's business risk profile as "weak,"
reflecting its exposure to somewhat cyclical end markets within a
highly fragmented and competitive industry, as well as potential
project deferrals, delays in contract awards, and, at times, the
shutdown of its customer facilities, which could cause cash flow
volatility.

Brock is owned by BHII, a subsidiary of The Brock Group Inc.,
which is controlled by private equity firm Lindsay Goldberg.

The company provides multicraft specialty maintenance services
(principally scaffolding, insulation, and coatings) to industrial
companies, with a focus on the refining, chemical, and power
industries.  Brock's operations are concentrated in the U.S. and
in the Canadian oil sands markets.  Although Brock's end markets
are cyclical, maintenance services tend to be somewhat resilient
to recessions.  Brock's exposure to more-cyclical capital projects
is moderate and the largely cost-reimbursable nature of Brock's
contracts (more than 80% of sales) reduces the risk of cost
overruns.

Maintenance and plant turnarounds are slowly picking up across the
company's end markets, especially refining.  S&P expects Brock's
track record of quality and safety to remain a key factor in
gaining and retaining customers in 2014 as it bids on large
contracts.

The rating outlook is negative.  This reflects the combined risk
of the high likelihood of a covenant breach by Dec. 31, 2013, in
the absence of an equity cure from its sponsor or an amendment and
further weakness in the company's credit metrics if operating
performance does not improve.

S&P could lower the rating if it appears likely that free cash
flow will be negative over the next 12-18 months from continued
pressure on EBITDA margins due to Brock's weak execution on
certain job contracts.  The increased risk of managing working
capital requirements amid growing end-markets could also reduce
FOCF, thereby leading to overreliance on the revolver, and raise
leverage to more than 6.0x for an extended period.  S&P could also
lower the rating if the company is not able to address its
potential financial covenant breach.

Standard & Poor's will monitor the company's progress in
negotiating a covenant amendment with its lenders and in enhancing
its liquidity profile prior to revising the outlook back to
stable.  S&P's review will also include an assessment of business
prospects for 2014.


CLUBCORP CLUB: Moody's Hikes Corp. Family Rating to B1
------------------------------------------------------
Moody's Investors Service upgraded ClubCorp Club Operations,
Inc.'s Corporate Family Rating to B1 from B2 and its Probability
of Default Rating to B1-PD from B2-PD. Moody's also assigned
ClubCorp a Speculative Grade Liquidity rating of SGL-1. At the
same time, a Ba2 rating was assigned to the company's new $135
million senior secured revolving credit facility due 2018. Moody's
affirmed the ratings on all of the company's existing debt. The
rating outlook is stable.

Ratings Rationale:

The upgrade reflects ClubCorp's improved leverage and coverage
metrics following its use of approximately $145 million of IPO
proceeds to permanently reduce its senior unsecured notes, as well
as its improved liquidity profile following several recent
amendments to its bank credit facility. The upgrade also reflects
higher earnings driven by lower membership attrition rates and
increasing revenues at existing clubs which have helped improve
the company's leverage and interest coverage metrics.

For the LTM period ended September 3, 2013, pro forma for the pay
down of ClubCorp's senior unsecured notes, the company's
debt/EBITDA and EBITDA less capex/interest expense ratios improve
to 4.6 times and 1.6 times from 5.3 times and 1.3 times,
respectively (metrics adjusted for Moody's standard adjustments,
primarily operating leases). Moody's estimates that the debt pay
down will reduce ClubCorp's cash interest expense by about $15
million annually, a material enhancement to its operating cash
flow. ClubCorp's improved liquidity profile comes on the heels of
amendments in July and August, the company's revolver commitment
was increased to $135 million from $50 million, reduced the
interest rate on the term loan, and pushed out maturities for the
revolver to 2018 from 2015 and the term loan to 2020 from 2016.
ClubCorp also has access to its $20 million revolver that expires
in 2015, however, there was no availability under this revolver
due to outstanding letters of credit.

The Ba2 rating on ClubCorp's senior secured revolvers and existing
$301 million senior secured first lien term loan -- two notches
above the Corporate Family Rating -- reflects their first lien on
substantially all of the company's assets and the material amount
of junior debt below them in the capital structure. The B3 rating
on the $270 million senior unsecured notes reflects their
effective subordination to all senior secured creditors. The
repayment of a portion of ClubCorp's senior unsecured notes has
resulted in less notching between the Corporate Family Rating and
the senior secured debt, reflecting the lower credit cushion
provided by the unsecured debt in the capital structure. Prior to
the reduction in unsecured debt, the secured debt was three
notches higher than the Corporate Family Rating.

The Speculative Grade Liquidity rating of SGL-1 reflects
ClubCorp's very good liquidity. Moody's expects that the company's
internal sources of cash will be sufficient to cover all cash flow
requirements over the next 12 to 18 months (excluding
acquisitions). At September 3, 2013, ClubCorp had approximately
$43 million of available cash. The company has access to a $135
million revolving credit facility which Moody's does not expect
the company will need to utilize outside of letters of credit.
ClubCorp also has access to its $20 million revolver that expires
in 2015, however, there was no availability under this revolver
due to outstanding letters of credit.

ClubCorp does not have any material debt maturing until an
approximate $30 million mortgage matures in 2017, nor does it have
any mandatory amortization on its term loan. There is only minimal
amortization on its outstanding mortgages. The company's credit
facility calls for an excess cash flow sweep based on certain
leverage levels. The company is currently not subject to the cash
flow sweep, which Moody's expects will remain the case over the
next 12 to 18 months. In August, ClubCorp amended its financial
covenants to include only a senior secured leverage ratio under
which Moody's believes the company will maintain good cushion.

The stable rating outlook reflects Moody's expectations that
ClubCorp will be able to continue to maintain its membership base
and stable operating performance over the intermediate term so
that debt/EBITDA and EBITDA-capex/cash interest will be in the 4.5
times and 2.0 times range, respectively. The stable rating outlook
also includes Moody's expectation that ClubCorp will maintain a
very good liquidity profile and will exercise a conservative
financial policy with respects to dividends and share repurchases.

A ratings upgrade is unlikely in the near term given ClubCorp's
scale and geographic concentration. Over the medium term, a
substantial expansion of the membership base and geographic
diversification accompanied by debt/EBITDA below 3.5 times and
EBITDA-capex/cash interest above 3.0 times could lead to an
upgrade.

Ratings could be downgraded if ClubCorp is unable to replace
membership attrition or if there is pressure on profitability for
any reason such that debt/EBITDA is sustained above 5.0 times, or
EBITDA-capex/cash interest expense falls to below 1.5 times.
Ratings could also be downgraded if liquidity deteriorates for any
reason or if the company's policy regarding dividends and share
repurchases becomes aggressive.

Ratings Upgraded:

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1-PD from B2-PD

Ratings assigned:

$135 million senior secured revolving credit facility due 2018 at
Ba2 (LGD 2, 27%)

Speculative Grade Liquidity Rating of SGL-1

Ratings affirmed and LGD point estimates revised:

$20 million senior secured revolver due 2015 at Ba2 (LGD 2, 27%)
from (LGD 2, 22%)

$301 million senior secured term loan due 2020 at Ba2 (LGD 2,
27%) from (LGD 2, 22%)

$270 million senior unsecured notes due 2018 at B3 (LGD 5, 82%)
from (LGD 5, 77%)

ClubCorp is one of the largest owners and managers of private
golf, country, business, sports and alumni clubs in North America.
As of September 3, 2013, the company owned or operated 153 clubs
(104 golf and country clubs and 49 business, sports, and alumni
clubs) in 25 states, the District of Columbia, and two foreign
countries with over 148,000 memberships. For the LTM period ended
September 3, 2013, ClubCorp generated $785 million of revenues. In
September 2013 ClubCorp Holdings, Inc. -- ClubCorp's parent --
completed an IPO issuing 13.2 million shares of common stock --
along with an additional 7.5 million issued by KSL -- at
$14/share. The shares trade on the NYSE (ticker: MYCC).


COVANTA HOLDING: Fitch Affirms 'BB' Long-term Issuer Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating
(IDR) of Covanta Holding Corporation (CVA) and Covanta Energy
Corporation (CEC) at 'BB'. Fitch has also revised the Rating
Outlook to Negative from Stable for both companies. A complete
list of rating actions is provided at the end of this release.

Credit metrics for CVA and CEC have weakened due to higher
operational and maintenance expenses and are further stressed
under Fitch's conservative rating case assumptions, which include
low margins from spot electricity and recycled metal sales, higher
than normal generating assets maintenance expenses, and low waste
volume growth over next three years.

Tightening Metrics: Fitch calculated funds from operations (FFO)
based leverage (FFO/debt) and FFO to interest coverage ratios will
remain below 12% and 3x respectively, at least through 2016. Low
electricity price environment, rising generating asset maintenance
cost, and low metal prices are main reasons for the decline in
these ratios. In addition, an aggressive shareholder distribution
policy during elevated capex spending between 2014 and 2016
remains a concern.

Challenging Power Price Environment: Power prices have been
adversely affected by low peak-demand and low natural gas prices,
and Fitch does not expect any change in the current pricing
environment. A significant portion of Covanta's electricity
generation volume is rolling off lucrative long-term electricity
sales contracts over the next three years; the current electricity
price environment is expected to continue to adversely affect
CVA's margins at least through 2016.

Operating Challenges: Higher maintenance costs and increased
unscheduled outages at CEC's aging generating assets have impacted
recent results and, in Fitch's opinion, will continue to weigh on
future cash flow.

Sustainable Cash Flows from Waste Processing: Cash flows from the
waste management (approximately 60% of consolidated revenues) are
based on long-term contracts with high quality counter parties --
mainly municipalities and local governments. These contracts not
only provide cash flow sustainability, but also improve visibility
into cash flow over the rating horizon. New waste management
contract with New York City, beginning in 2015, is cash flow
positive. It displaces existing low tip-fee waste revenues for CVA
and MSW from New York City will be used at its existing electric-
from-waste (EfW) facilities. Fitch believes that it should improve
the contracted profile of these EfW facilities.

Strong Liquidity: Cash and cash equivalents totaled $252 million
at Sept. 30, 2013. Additional liquidity includes $493 million
available under a $900 million revolving credit facility. Covanta
primarily uses its revolver to support letters of credit (LOCs) as
well as for general corporate purposes. As of Sept. 30, 2013,
Covanta had $281 million in LOCs outstanding under its revolver
and $126 million in borrowings. The company's debt maturity
schedule is manageable, with no major payments required until 2014
when about $520 million in consolidated debt will mature.

Fitch affirms the following ratings:

Covanta Holding Corporation (CVA)
-- Long-term IDR at 'BB';
-- unsecured tax-exempt bonds 'BB+';
-- Senior unsecured debt at 'BB'.

Covanta Energy Corporation (CEC)
-- Long-term IDR at 'BB';
-- Senior secured debt at 'BBB-'.

The Rating Outlook is revised to Negative from Stable.

Rating Sensitivity:

Positive: An upgrade of CVA and its subsidiary, CEC, is considered
unlikely given they each have Negative Rating Outlooks.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

  -- Decline in Fitch's FFO based credit metrics with FFO/interest
     expenses remaining below 3.8x and FFO/adjusted debt ratio
     remaining below 15% on a sustainable basis.

  -- Additionally, new environmental rules or changes to the
     regulatory framework could lead to a negative rating action.


CWGS ENTERPRISES: S&P Assigns B Corp. Credit Rating, Outlook Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Lincolnshire, Ill.-
based RV company CWGS Enterprises LLC a corporate credit rating of
'B'.  The rating outlook is positive.

At the same time, S&P assigned CWGS subsidiary CWGS Group LLC's
proposed $545 million senior credit facility an issue-level rating
of 'B+', with a recovery rating of '2', indicating its expectation
for substantial (70% to 90%) recovery in the event of a payment
default.  The credit facility consists of a $20 million revolver
due 2018 and a $525 million term loan due 2019.  Both the revolver
and term loan will mature in September 2017 if CWGS' subordinated
notes (series B) have not yet been repaid, their maturity
extended, or the balance converted to preferred equity at that
time.

The proposed financing transaction will consolidate Good Sam and
FreedomRoads under one capital structure.  The company will use
proceeds from the new term loan to:

   -- Refinance the full $80 million balance in subordinated notes
      (series A) at CWGS;

   -- Refinance $29 million in accrued interest on $70 million in
      principal in subordinated notes (series B) at CWGS;

   -- Refinance all existing debt at Good Sam, including its
      $325 million senior notes due 2016;

   -- Fund about $29 million related to the call premium on Good
      Sam's existing senior notes;

  -- Refinance all outstanding debt (about $37 million) at
     FreedomRoads; and

   -- Pay transaction related fees and expenses.

S&P expects to withdraw all ratings on Good Sam, including its
'B-' corporate credit rating, once CWGS' proposed financing
transaction is completed and Good Sam's existing debt is fully
repaid.

S&P's 'B' corporate credit rating on CWGS reflects its view of the
company's financial risk profile as "highly leveraged" and its
business risk profile as "weak," according to its critieria.


DELL INC: Moody's Lowers Pre-LBO Unsecured Debt Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded Dell Inc.'s pre leveraged
buyout (LBO) unsecured notes to B1 from Baa1 following the close
of the Dell LBO. This rating action concludes the review for
downgrade initiated on February 5, 2013 following the announcement
of a definitive agreement with founder Michael Dell and Silver
Lake to acquire Dell. In addition, the Ba3 rating for the second
lien notes was withdrawn as no such debt was raised as part of the
final debt structure. All other ratings of Dell Inc. and Dell
International LLC, a debt issuing subsidiary, and the stable
rating outlook remain unchanged.

For the unsecured notes that will be paid off with proceeds from
the LBO financing, the ratings will be withdrawn.

Ratings Rationale:

The Ba3 CFR reflects the high initial debt (gross reported debt of
about $18 billion; 6 times debt to EBITDA) arising from the LBO
debt combined with the challenges of the declining personal
computer (PC) industry, which still accounts for nearly half of
Dell's revenues. The increased debt burden will limit Dell's
financial flexibility, potentially hindering the company's ability
to transition more of its business to the faster growing and
potentially more profitable enterprise solutions from its core
hardware business.

Moody's could upgrade Dell's ratings if the company were to show
sustained revenue growth in the low single digits, operating
margins greater than 6%, free cash flow in excess of $2.5 billion,
and gross debt to EBITDA below 3.5 times. The rating could be
lowered with sustained erosion of market share, reported operating
profit margins lower than 2.5%, or contraction of the PC market
faster than anticipated. Also, any indications of any change from
Dell's intent to use the majority of free cash flow to reduce
debt, or that gross debt to EBITDA remains above 5 times beyond
fiscal 2015 could also pressure the rating down.

Rating downgraded:

Dell Inc.

Senior unsecured rating to B1 (LGD5, 73%) from Baa1

Rating withdrawn:

Dell International LLC

Second lien notes at Ba3 (LGD3, 44%)

Dell Inc. is one of the world's leading providers of personal
computers, servers, and related devices.


DELUXE CORP: S&P Raises Corp. Credit Rating to 'BB'
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Minn.-based customized printed products provider Deluxe
Corp. to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P revised its recovery rating on the company's
guaranteed senior notes to '3', indicating its expectation for
meaningful (50%-70%) recovery for noteholders in the event of a
payment default, from '4' (30%-50% recovery expectation).  S&P
subsequently raised its issue-level rating on this debt to 'BB'
from 'BB-', in conjunction with its notching criteria.

In addition, S&P revised its recovery rating on the company's
senior notes to '4', indicating its expectation for average
(30%-50%) recovery for noteholders in the event of a payment
default, from '6' (0%-10% recovery expectation).  S&P subsequently
raised its issue-level rating on this debt to 'BB' from 'B', in
conjunction with its notching criteria.

"The rating actions reflect our expectation for stable operating
performance, continued low leverage, moderate financial policy,
and further progress diversifying the business," said Standard &
Poor's credit analyst Peter Bourdon.

The rating on Deluxe Corp. reflects the intermediate- and long-
term risks the company's business segments face.  In S&P's view,
Deluxe has a "weak" business risk profile, principally because of
the significant risk of continued secular declines related to
alternative forms of payments reducing check volumes and the still
keen competition in the check-printing sector.  Year-to-date check
printing accounted for 55% of revenue, down from 59% last year.
S&P believes these trends will pressure Deluxe's organic revenue
growth and EBITDA margin over the next couple of years.  However,
S&P expects growth in the company's non-check related marketing
solutions and other services to partially offset declines in check
volume.  Relatively low leverage, at 1.7x, underpins S&P's view of
Deluxe's financial risk profile as "intermediate," based on its
criteria.

Deluxe is one of the largest U.S. providers of checks.  The
company has three segments: Direct checks, small business
services, and financial services.  S&P believes the decline in
check usage because of the continued adoption of electronic
payment methods will continue to hurt all three segments.  S&P
expects check volume declines to continue at a mid-single-digit
percent rate, in line with recent trends.  S&P also expects the
financial services segment to continue to face pressure from
consolidation among client financial institutions.


DIXIE CHEMICAL: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") to Dixie Chemical Company, Inc. which will become a
subsidiary of GPH Operating Company LLC ("GPH"). Moody's also
assigned B2 and Caa2 ratings, respectively, to the company's
proposed first and second lien senior secured credit facilities.
Proceeds of a proposed $130 million first lien senior secured term
loan, proposed $45 million second lien senior secured term loan,
and a modest draw on a proposed $25 million first lien senior
secured revolving credit facility will refinance existing debt,
take out various co-investors, and fund a sponsor dividend to
consolidated the sponsor's ownership position at the fund level.
The rating outlook is stable.

"Bringing together three distinct businesses under one financing
structure provides some diversity but this is largely outweighed
by the small size of the individual businesses; additionally the
leveraging aspect of the transaction and modest anticipated free
cash flow drive the B3 rating assignment," said Ben Nelson,
Moody's Assistant Vice President and lead analyst for Dixie.

Actions:

Issuer: Dixie Chemical Company Inc.

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

-- $25 million first lien senior secured revolving credit
    facility due 2018, Assigned B2 (LGD3 38%)

-- $130 million first lien senior secured term loan B due 2019,
    Assigned B2 (LGD3 38%)

-- $45 million second lien senior secured term loan due 2020,
    Assigned Caa2 (LGD5 85%)

-- Outlook, Stable

The assigned ratings are first-time ratings on Dixie and first-
time ratings for a portfolio company of Chicago-based Glencoe
Capital.  The ratings remain subject to Moody's review of the
final terms and conditions of the proposed transaction and all
related credit documentation. GPH is a holding company that will
own the three remaining portfolio companies of Glencoe's Fund III,
which the fund has owned since at least 2006, and will become
joint and several borrowers under the proposed credit facilities.
The borrowers include Dixie, Child Development Schools, Inc.
("CDS"), and Polyair Corporation ("Polyair"). Audited financial
statements will be provided for each of these entities or related
holding companies, but not at the GPH level. For this reason,
Moody's has assigned the CFR to Dixie, the largest of the three
co-borrowers. The ratings and rating analysis covers all three co-
borrowers on a consolidated basis,

Rating Rationale:

Moody's views the three co-borrowers as distinct and separable
businesses with little opportunity for synergies, and expects this
will remain the case in the intermediate term. Dixie produces
small-volume intermediate chemicals, including thermoset
materials, paper sizing chemicals, and fuel and lubricant
additives, from a single facility near Houston, Tex. These are not
high-growth products, but profitability is sufficient to enable
this business to generate free cash flow and current operating
rates leave sufficient capacity to support growth if the company
is able to pick up market share or enter new products. CDS
operates over 200 pre-schools mostly in the southeastern United
States. Growth in this business is likely to come through
acquisitions and could outpace CDS' internally-generated cash
flow. CDS is also exposed to margin compression risk related to
the upcoming implementation of the Affordable Care Act. Polyair
produces protective packaging, mostly bubble wrap and foam
products, in a very competitive market and has not generated
substantive free cash flow in recent years.

Moody's does not anticipate meaningful near-term deleveraging due
to the expectation for acquisitions related to the CDS business.
Deleveraging could occur in the event that the company does not
find suitable acquisition targets. Moody's estimates initial pro-
forma adjusted leverage in the low 5 times range (Debt/EBITDA) and
expects retained cash flow will run near 10% of debt, much of it
from the chemical operations. An acquisitive growth strategy in
the preschool business is likely to consume a significant portion
of free cash flow and limit prospects for debt reduction. The
interdependent nature of the anticipated growth strategy heightens
Moody's concern about the single site nature of the chemical
operations, especially considering Moody's view that the low-
margin packaging business is unlikely to generate meaningful free
cash flow in the intermediate term. Indeed, these factors
necessitate that the company maintain strong credit metrics for
its rating category.

The B3 CFR is constrained primarily by a leveraged balance sheet,
cyclicality and limited organic growth prospects in the chemicals
and packaging businesses, acquisitive growth model of the
preschool business, and aggressive financial policies
characterized by a debt-funded consolidation of control. Pro-forma
credit metrics are adequate for the rating category, but cash flow
available for debt repayment is likely to be limited. Business and
end market diversity, expectations for modestly-positive
discretionary cash flow, and adequate liquidity support the
rating. The rating also assumes that the proposed credit agreement
will not allow the company to sell Dixie or CDS without lender
consent.

The stable rating outlook assumes that the company will continue
to improve its operations, maintain adequate liquidity, and
generate modest free cash flow. Moody's could upgrade the rating
with expectations for financial leverage sustained below 5 times
and free cash flow sustained in the mid-to-upper single digit
range as a percentage of debt. Conversely, Moody's could downgrade
the rating with expectations for negative free cash flow or a
deteriorating liquidity position. An adverse change in the
composition or margin profile of the business could also have
negative rating implications.

Dixie Chemical Company, Inc. is a subsidiary of GPH Operating LLC.
GPH is a holding company that owns Dixie Chemical Company, Inc.,
Child Development Schools, Inc., and Polyair Corporation. GPH is
owned by Glencoe Capital. Taken together, these businesses
generated approximately $365 million of revenue for the twelve
months ended June 30, 2013.


FIRST DATA: Fitch Rates New Sr. Subordinated Notes at 'CCC'
-----------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to First Data Corp's
(FDC) proposed senior subordinated note offering. Proceeds from
the offering will be used to refinance a portion of the company's
$1.75 billion 11.25% senior subordinated notes due 2016.

Rating Drivers:

From an operational perspective, Fitch believes core credit
strengths include:

-- Stable end-market demand with below-average susceptibility to
    economic cyclicality;

-- A highly diversified, global and stable customer base
    consisting principally of millions of merchants and large
    financial institutions;

-- A significant advantage in scale of operations and
    technological leadership which positively impact the company's
    ability to maintain its leading market share and act as
    barriers to entry to potential future competitors. In
    addition, FDC's financial services (FS) business benefits from
    long-term customer contracts and generally high switching
    costs;

-- Low working capital requirements typically enable a high
    conversion of EBITDA less cash interest expense into cash from
    operations.

Fitch believes operational credit concerns include:

-- Mix shift in the RAS segment, including a shift in consumer
    spending patterns favoring large discount retailers, has
    negatively affected profitability and revenue growth and could
    lead to greater than anticipated volatility in results;

-- High fixed cost structure with significant operating leverage
    would typically drive volatility in profitability during
    business and economic cycles;

-- Consolidation in the financial services industry and changes
    in regulations could continue to negatively impact results in
    the company's FS segment;

-- Potential for new competitive threats to emerge over the long
    term including new payment technology in the RAS segment, the
    potential for a competitor to consolidate market share in the
    RAS segment, and the potential for historically niche
    competitors in the FS segment to move upstream and challenge
    FDC's relative dominance in card processing for large
    financial institutions.

From a financial perspective, Fitch believes core credit strengths
include expectations that the company will use the majority of
excess free cash flow (FCF) for debt reduction. Credit concerns
include a highly levered balance sheet that results in minimal
financial flexibility and reduces the company's ability to act
strategically in a business that has historically benefited from
consolidation opportunities.

Liquidity as of Sept. 30, 2013 was solid with cash of $358.6
million, $91 million of which was available to the company in the
U.S. FDC has a $1 billion senior secured revolving credit facility
which expires September 2016 and had $873 million of available
borrowing capacity. Fitch estimates that FDC generated
approximately $56 million in FCF over the LTM period which further
adds to liquidity.

Total debt as of Sept. 30, 2013 was $22.8 billion, which includes
approximately $15.7 billion in secured debt, $4.6 billion in
unsecured debt and $2.5 billion in subordinated debt (all figures
approximate).

Fitch currently rates FDC as follows:

-- Long-term IDR 'B';
-- $1 billion senior secured revolving credit facility expiring
    September 2016 'BB-/RR2';
-- $2.7 billion senior secured term loan B due 2017 'BB-/RR2';
-- $4.7 billion senior secured term loan B due 2018 'BB-/RR2';
-- $1 billion senior secured term loan B due 2018 'BB-/RR2';
-- $1.6 billion 7.375% senior secured notes due 2019 'BB-/RR2';
-- $510 million 8.875% senior secured notes due 2020 'BB-/RR2';
-- $2.2 billion 6.75% senior secured notes due 2020 'BB-/RR2';
-- $2 billion 8.25% junior secured notes due 2021 'CCC+/RR6';
-- $1 billion 8.75%/10% PIK Toggle junior secured notes due 2022
    'CCC+/RR6';
-- $815 million 10.625% senior unsecured notes due 2021
    'CCC+/RR6';
-- $785 million 11.25% senior unsecured notes due 2021
    'CCC+/RR6';
-- $3 billion 12.625% senior unsecured notes due 2021 'CCC+/RR6';
-- $1.75 billion 11.25% senior subordinated notes due 2016
    'CCC/RR6';
-- $750 million 11.75% senior subordinated notes due 2021
    'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 15%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.4 billion for the LTM
ended Sept. 31, 2012 which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction. As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event. The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0%-10% recovery is realistic. The 'CCC/RR6' rating for
the subordinated notes reflects the minimal recovery prospects and
inherent subordination in a recovery scenario.

Rating Sensitivities:

Future developments that may, individually or collectively, lead
to positive rating action include:

-- Greater visibility and confidence in the potential for the
    company to access the public equity markets.

Future developments that may, individually or collectively, lead
to negative rating action include:

-- If FDC were to experience sustained market share declines or
    if typical price compression accelerates;

-- If the U.S. economy were to experience a sustained recession.


FIRST DATA: S&P Affirms 'CCC+' Rating on $750MM Subordinated Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
First Data Corp.'s $750 million subordinated notes due 2021
remains 'CCC+' following the company's announcement to upsize the
notes.  S&P's recovery rating on this debt remains '6', indicating
its expectation for negligible (0% to 10%) recovery for lenders in
the event of a payment default.

The company intends to use the proceeds from the proposed notes
add-on for the repayment of a like amount of existing subordinated
notes due 2016.

S&P's 'B' corporate credit rating and stable outlook on First Data
reflect its "strong" business risk profile and "highly leveraged"
financial risk profile, according to its criteria.  S&P views the
business risk profile as strong because of the company's leading
market presence as a provider of payment processing services for
merchants and financial institutions.  The highly leveraged
financial risk profile reflects the company's debt-to-EBITDA ratio
that remains very high for the rating, at about 10x as of
Sept. 30, 2013.  Given S&P's expectations for revenue and EBITDA
growth, it do not expect material improvement in credit metrics
over the coming year.

RATINGS LIST

First Data Corp.
Corporate Credit Rating        B/Stable/--

Ratings Unchanged

First Data Corp.
Subordinated notes due 2021    CCC+
   Recovery Rating              6


FNB CORP: Moody's Rates Non-Cumulative Preferred Stock 'Ba3(hyb)'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (hyb) rating to the non-
cumulative perpetual preferred stock issued by F.N.B. Corporation
(FNB; long-term issuer rating of Baa3). The outlook on the
preferred stock rating is stable, consistent with the outlook on
the debt ratings of FNB and its lead bank, First National Bank of
Pennsylvania (standalone bank financial strength rating/baseline
credit assessment of C-/baa2 and long-term/short-term deposit
ratings of Baa2/Prime-2).

Ratings Rationale:

Moody's said that FNB's non-cumulative perpetual preferred stock
rating reflects the rating agency's normal notching practices.


GPH OPERATING: S&P Assigns 'B' CCR & Rates $155MM Facilities 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to GPH Operating Co. LLC (GPH).  The outlook is
stable.  At the same time, S&P assigned its 'B+' issue-level
rating to $155 million first-lien senior secured credit
facilities, with a recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  S&P also assigned its 'CCC+' issue-level
rating to a $45 million second-lien senior secured term loan with
a recovery rating of '6', indicating its expectation for
negligible (0% to 10%) recovery in the event of a payment default.
The proposed secured credit facilities will be co-issued by GPH
operating subsidiaries Dixie Chemical Co. Inc., Child Development
Schools Inc., and Polyair Corp.

GPH plans to use the proceeds from the proposed issuance to
refinance outstanding borrowings, to purchase co-investors' equity
in subsidiaries, and to fund a $35 million distribution to equity
owners.

"The ratings on GPH Operating Co. LLC reflect the company's small
scale of operations, its narrowly focused product lines in
commodity industries, dependence on government funding levels in
its education segment, a leveraged capital structure, and some
uncertainty regarding financial policies," said Standard & Poor's
credit analyst James Siahaan.  These weaknesses are partially
offset by good market shares in its product lines and fair
business diversity.  We characterize GPH's business risk profile
as "weak" and its financial risk profile as "highly leveraged."

With about $365 million in trailing-12-month revenue as of
June 30, 2013, GPH is the holding company of three distinct
businesses:

   -- Dixie Chemical Co. Inc. (38% of trailing-12-month revenue),
      a Pasadena, Texas-based producer of intermediate chemicals
      to the thermoset, paper sizing, and fuel and lubricant
      additives markets.

   -- Child Development Schools Inc. (35%), a Columbus, Georgia-
      based for-profit provider of preschool education and
      childcare programs in the U.S.

   -- Polyair Corp. (27%), a Toronto, Ontario-based manufacturer
      of protective flexible packaging products.

GPH is owned by Glencoe Capital LLC, a Chicago-based private
equity firm which focuses on lower-middle-market companies.

S&P's ratings on GPH also reflect our base-case scenario, which
includes the following assumptions for 2013 and 2014:

   -- Low-single-digit organic revenue growth rates for each
      business segment, based on general macroeconomic conditions
      including potentially lower government subsidies limiting
      growth in the education segment.

   -- Adjusted EBITDA margins of about 12%.

   -- Funds from operations (FFO) to total adjusted debt should
      exceed 12%.

   -- Total adjusted debt to EBITDA should ease to near 5.0x over
      this period.

The stable outlook reflects S&P's expectation that GPH's operating
performance will allow the company to maintain adequate liquidity
and FFO to total debt of 12% to 15%.  S&P also expects that
management will not increase debt further to fund growth spending
or shareholder rewards.

S&P could raise the ratings modestly if GPH's management can
demonstrate its ability to adhere to credit measures appropriate
for a higher rating.  If revenue grows at an annualized rate of
about 7% with EBITDA margins increasing by 250 basis points from
projected levels, FFO to total debt could surpass 15% and debt to
EBITDA could approach 4.8x.  To consider higher ratings, S&P would
also expect the company to show a track record of successful
operations and prudent financial policy.

S&P could lower the ratings if GPH's operating performance suffers
such that its FFO to total debt would likely fall below 12% or if
its liquidity becomes pressured.  S&P could also lower ratings if
the company further increases debt to fund long-term growth plans.


GREENFIELD SPECIALTY: Moody's Rates C$190MM Secured Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to GreenField
Specialty Alcohols Inc.'s proposed US dollar senior secured term
loan, which will be executed in the US dollar equivalent of C$190
million (approximately US$182 million), and to its C$20 million
secured revolving credit facility. Moody's also assigned
GreenField a B3 Corporate Family Rating (CFR), a B3-PD Probability
of Default Rating (PDR), as well as an SGL-2 Speculative Grade
Liquidity rating. The rating outlook is stable. The ratings are
subject to receipt and review of final documentation. This is the
first time that Moody's has rated GreenField.

The proceeds of the term loan will be a component of the
refinancing of GreenField's capital structure.

Assignments:

Issuer: Greenfield Specialty Alcohols Inc.

-- Probability of Default Rating, Assigned B3-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-2

-- Corporate Family Rating, Assigned B3

-- Senior Secured Bank Credit Facility, Assigned B2

-- Senior Secured Bank Credit Facility, Assigned a range of LGD3,
    34 %

-- Senior Secured Bank Credit Facility, Assigned B2

-- Senior Secured Bank Credit Facility, Assigned a range of LGD3,
    34 %

Rating Rationale:

The B3 corporate family rating reflects GreenField's small size
and scale with four small ethanol plants, a product mix derived
from one commodity product (ethanol), and exposure to commodity
price risk for ethanol, corn, natural gas and gasoline. GreenField
has a significant hedging program that is used to manage the
margin between corn, gasoline and ethanol, which somewhat
mitigates exposure to fluctuations in commodity markets, but is
complex and doesn't fully cover basis risk. The rating is
supported by considerable government incentive payments, low
leverage, a stable industrial alcohol business, a diverse customer
base and access to ample corn supplies in the areas surroundings
its plants. The government incentive payments total about C$80
million through to the first quarter of 2016 at which time
GreenField will be dependent on the success of various capital
improvement projects and growth in its non-fuel products.

The SGL-2 speculative grade liquidity rating reflects GreenField's
good liquidity. Pro forma for the term loan issuance, Moody's
expects that GreenField will have C$10 million of cash and no
drawings under its C$20 million revolving credit facility maturing
November 2016. Moody's expects positive free cash flow of about
C$60 million through to the end of 2014 and for GreenField to be
in compliance with its sole financial covenant (total debt to
EBITDA not greater than 3.5x) through this period. There are no
debt maturities in the next two years, but the company has
significant scheduled amortization, as well as cash flow sweep
payments to make. Alternate liquidity is limited given that
substantially all of the company's assets are pledged under the
revolver and term loan.

The US$185 million senior secured term loan and C$20 million
senior secured revolving credit facility are rated one notch above
the CFR in accordance with Moody's Loss Given Default methodology.
The secured debt benefits from its prior ranking to the C$30
million subordinated mezzanine facility.

The stable outlook reflects Moody's expectation that leverage will
remain below 3x through 2015 as government incentive payments
support EBITDA and the resultant free cash flow is used to pay
down debt. However, quarterly profitability could be volatile due
to GreenField's exposure to the fuel market and basis risk on its
hedges. The company generates much better margins on its
industrial alcohol sales.

The rating could be upgraded if GreenField diversifies away from
fuel ethanol and generates positive free cash flow without
government incentives while maintaining debt to EBITDA around 4x.

The rating could be downgraded if the company's liquidity weakens
to the extent that it will be insufficient to meet their cash
requirements through mid-2014 or if leverage as measured by debt
to EBITDA appears likely to rise towards 6x. Both of these
occurrences are most likely to result from deterioration in cash
margins in the fuel ethanol business.

GreenField based in Toronto, Ontario, is a producer and marketer
of fuel ethanol and industrial & packaged ethanol using corn as a
feedstock.


GREENFIELD SPECIALTY: S&P Assigns 'BB' Rating to C$190MM Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit rating on Toronto-based GreenField Specialty
Alcohols Inc.  The outlook is negative.

At the same time, Standard & Poor's assigned its 'BB' issue-level
rating and '1' recovery rating to the company's proposed
C$190 million equivalent term loan (denominated in U.S. dollars).
A '1' recovery rating indicates S&P's expectation of very high
(90%-100%) recovery in the event of a default.

"A key factor in our assessment of GreenField's business risk
profile as weak is the scheduled reduction of federal and
provincial government ethanol operating incentives, which have
historically accounted for more than two-thirds of GreenField's
EBITDA," said Standard & Poor's credit analyst David Fisher.
"These incentives are set to decline in the next few years and
expire completely in 2016," he continued.  "GreenField plans to
pursue a number of rapid-payback capital projects, many of which
have been proven -- at its other plants -- to bolster organic
EBITDA generation.  We expect these projects to partly offset
incentive cuts, with improved crush margins relative to 2012
further bolstering earnings," Mr. Fisher added.

While the wind-down of operating incentives is a negative in the
long term, near-term committed incentives, a favorable crush
margin outlook, and contracted sales for significant ethanol sales
volumes provide decent near-term earnings visibility.  This
visibility is enhanced by GreenField's industrial alcohol
business, which has generated a stable and growing gross profit
contribution.  S&P views the industrial alcohol business as having
a solid market position with a sizable and well-entrenched
customer base, and S&P projects it will experience moderate growth
in the future.  Still, S&P believes the company will remain
reliant on its fuel ethanol business and related incentives for
the bulk of its earnings.

The negative outlook reflects Standard & Poor's view that
GreenField is exposed to heightened refinancing risk because of
the impending maturity of its term loan in January 2014.  S&P
believes the company's liquidity could be impaired in the event of
a capital market disruption, or if lenders are unreceptive to the
proposed offering.

S&P could lower the ratings if GreenField is unable to refinance
its maturing term loan in the near term as, in its view, this
would further heighten refinancing risk.

S&P would likely revise the outlook to stable if the company
successfully closes on the comprehensive refinancing package it
has proposed.  The new credit facilities would, S&P believes,
significantly improve GreenField's debt maturity profile and
liquidity position, provided covenant headroom at initiation of
the term loan has sufficient leeway to accommodate some EBITDA
volatility.


GULF ENERGY: Moody's Affirms B3 CFR & B3 Unsecured Notes Rating
---------------------------------------------------------------
Moody's Investors Service changed Gulfport Energy Corporation's
rating outlook to positive from stable and affirmed the company's
B3 Corporate Family Rating (CFR) and B3 senior unsecured notes
rating. The Speculative Grade Liquidity Rating was downgraded to
SGL-3 from SGL-2, reflecting growing anticipated negative free
cash flow in 2014.

"The outlook change acknowledges Gulfport's drilling and
development progress in the Utica Shale and the projected rapid
ramp up in production and reserves in the coming months as a large
number of new wells are hooked to sales pipelines in late 2013 and
early 2014," noted Sajjad Alam, Moody's Analyst. "While the pace
of production growth has lagged Moody's previous expectations,
alleviation of midstream constraints and the transition to pad
drilling will significantly accelerate the company's production
growth in 2014."

Issuer: Gulfport Energy Corporation

Outlook Action:

Changed Outlook to Positive from Stable

Ratings Affirmed:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

US$300M 7.75% Senior Unsecured Regular Bond/Debenture,
Affirmed B3 (LGD4, 58%)

Downgrades:

Speculative Grade Liquidity Rating, Downgraded SGL-3 from SGL-2

Gulfport's size and scale will improve sharply in 2014. The
company will benefit from shorter well resting periods resulting
in faster spud-to-sales timing and from more scientific data on
Utica geology. Gulfport has roughly 25-30 gross wells in the
condensate and wet gas windows of the Utica Shale producing (14
wells were drilled in 2012) and the company plans to drill 55-60
total gross wells in 2013 using a capex budget of about $500
million. Based on projected efficiency gains and the use of higher
average number of rigs in 2014, well count and capex will be
higher in 2014.

While initial production rates have been good, the lack of
sufficiently long and geographically spaced production data and
the variability in results make it unclear how these wells will
perform over an extended period. Since Utica is one of the least
developed among major shale plays, it poses greater uncertainty
around ultimate recovery, drilling economics and sustainability.

Ongoing successful execution of the Utica drilling program leading
to higher production and reserves will determine upward rating
progression. An upgrade would be considered if production can be
sustained above 20,000 boe/d alongside a retained cash flow to
debt ratio of 30% or greater. A downgrade is possible if the
company acquires significant non-producing properties using debt
or vastly outspends cash flow leading to an average daily
production ratio above 30,000 boe/d. Weak liquidity could also
trigger a downgrade.

Gulfport should have adequate liquidity through the end of 2014,
which is captured in the SGL-3 rating. At June 30, 2013, the
company had approximately $214 million of cash and full
availability under its $50 million borrowing base revolver, which
expires in June, 2018. The free cash flow generated from the
Louisiana Gulf Coast assets together with balance sheet cash and
availability under the revolver may not fully cover the large
Utica funding requirements. The company however, has substantial
alternate liquidity to bridge any funding gap. Gulfport has 12.1%
equity interest in Diamondback (B3 stable), 24.9% interest in the
Grizzly oil sands development and various small investments in the
US and Thailand that had a combined book value of $439 million at
June 30, 2013, and a market value significantly above that.

The B3 Corporate Family Rating (CFR) reflects Gulfport's small but
rapidly growing production base, high capital requirements through
2015, short reserve life in relation to proved developed (PD)
reserves, and significant development and execution risks
surrounding its aggressive drilling program in the emerging Utica
Shale play. The B3 rating is supported by Gulfport's substantial
acreage position (145,000 net acres) in some of the most
productive areas of the Utica Shale that could support strong
organic growth, improving leverage and significant alternative
liquidity, and fairly stable oil production in the Louisiana Gulf
Coast (roughly 6,000 boe/d), which produces strong free cash flow
at oil prices.

Based in Oklahoma City, Oklahoma, Gulfport Energy Corporation is
an independent E&P company with principal producing properties
located in the Louisiana Gulf Coast and the Utica Shale in Eastern
Ohio.


HCA HOLDINGS: $500MM Share Repurchase No Effect on Fitch's IDR
--------------------------------------------------------------
Fitch Ratings does not expect any change to HCA Holdings, Inc.'s
(HCA) ratings, including the 'B+' Issuer Default Rating (IDR), due
to the repurchase of $500 million of shares from the sponsors of a
2006 leveraged buyout (LBO). The Rating Outlook is Positive. A
full rating list is shown below. The ratings apply to $28.2
billion of debt outstanding at June 30, 2013.

HCA plans to fund the share repurchase through draws on the bank
credit revolvers, resulting in a less than 0.1x increase in total
debt-to-EBITDA. Considering the increase in debt to fund the share
repurchase, Fitch projects debt leverage of 4.5x at the end of
2013. The draw on the credit revolvers also does not affect
Fitch's recovery analysis for HCA, which is discussed in detail
below.

The sponsors of the LBO have been actively liquidating their
positions in the company since a March 2011 IPO. Along with the
share repurchase, Bain Capital Partners, LLC and Kohlberg Kravis
Roberts & Co. will sell 30 million shares to the public in a
secondary offering. Prior to the share repurchase and secondary
offering, Bain, KKR and the Frist Entities owned a combined 38% of
HCA's public equity value. As a result of the transactions, the
sponsors' ownership will drop to about 28%.

Under the direction of the LBO sponsors, HCA's ratings were
constrained by shareholder-friendly capital deployment; the
company funded $7.4 billion in special dividends since 2010 that
were mostly debt financed. Due to a drop in the ownership
percentage of the sponsors to below 40%, SEC regulations require
the company to appoint a majority of independent directors to the
Board during 2014; only four of the 14 current Board members are
considered independent.

Fitch revised HCA's Rating Outlook to Positive in August 2013,
indicating that a one-notch upgrade to 'BB-' is likely in the next
12-18 months. A positive rating action will require HCA to
maintain debt at or below 4.5x EBITDA. Although Fitch does not
expect a major departure in strategic direction under an
independent board, there may be some shifts in the company's
capital deployment strategy. A more consistent and conservative
approach to funding shareholder pay-outs in the form of special
dividends and share repurchases would support an upgrade.

Other factors that would support an upgrade of the ratings include
sustained improvement in organic acute care operating trends,
better clarity on the effects of the Affordable Care Act (ACA) on
operating results and sustained solid cash generation. Fitch
forecasts HCA will produce discretionary free cash flow (cash from
operations less capital expenditures and distributions to minority
interests) of $1.2 billion-$1.3 billion in 2013.

While Fitch currently forecasts revenue and EBITDA growth across
the group of for-profit hospital companies in 2014 due to the ACA,
estimating the precise effects is complicated by uncertainty over
the pace and progress of the growth of the insured population. As
the largest operator of acute-care hospitals in the country, with
a broad geographic footprint, HCA is well positioned to capture
market share if the ACA results in a boost in patient volumes in
2014. The company's organic growth in patient volumes has
consistently outpaced that of the broader for-profit hospital
industry over the past several years.

Growth in pricing has been relatively weaker, reflecting a
persistent shift in HCA's mix of patients to those with less
profitable Medicaid coverage, as well as uninsured patients.
However, pricing has recently improved. HCA previewed the third
quarter 2013 (3Q'13) results earlier this month including decent
3.4% growth in same facility revenue per equivalent admission.

Debt Issue Ratings And Recovery Analysis:

Fitch currently rates HCA as follows:

HCA, Inc.

-- IDR 'B+';
-- Senior secured credit facilities (cash flow and asset backed)
    'BB+/RR1' (100% estimated recovery);
-- Senior secured first lien notes 'BB+/RR1' (100% estimated
    recovery);
-- Senior unsecured notes 'BB-/RR3' (65% estimated recovery).

HCA Holdings Inc.

-- IDR 'B+';
-- Senior unsecured notes 'B-/RR6' (0% estimated recovery).

The recovery ratings are based on a financial distress scenario
which assumes that value for HCA's creditors will be maximized as
a going concern (rather than a liquidation scenario). Fitch
estimates a post-default EBITDA for HCA of $3.9 billion, which is
a 40% haircut from the June 30, 2013 LTM EBITDA level of $6.5
billion. A 40% haircut represents roughly the level of EBITDA
decline that would result in a 1.1x fixed charge coverage ratio.

Fitch then applies a 7.0x multiple to post-default EBITDA,
resulting in a post-default EV of $27.2 billion for HCA. The
multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry. Fitch significantly haircuts the transaction/takeout
multiple assigned to healthcare providers since transactions in
this part of the healthcare industry tend to command lower
multiples. The 7.0x multiple also considers recent public market
multiples for healthcare providers.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume $2.7 billion or 10%
of post-default EV, which is a standard assumption in Fitch's
recovery analysis. Fitch assumes that HCA would fully draw the $2
billion available balance on its cash flow revolver and 50% of the
$2.5 billion available balance on its asset backed lending (ABL)
facility. The availability on the ABL facility is based on
eligible accounts receivable as defined per the credit agreement.
The 50% assumed draw on the ABL facility reflects Fitch assumption
of some degradation in the ABL borrowing base as the company
approaches default.

The 'BB+/RR1' rating for HCA's secured debt (which includes the
bank credit facilities and the first lien notes) reflects Fitch's
expectations for 100% recovery under a bankruptcy scenario. Claims
under the ABL facility are assumed to be recovered fully prior to
any recovery of the other first-lien debt, including the cash flow
revolver, cash flow term loans and first lien secured notes. The
'BB-/RR3' rating on HCA Inc.'s unsecured notes rating reflects
Fitch's expectations for recovery in the 51%-70% range. The 'B-
/RR6' rating on the HCA Holdings, Inc. unsecured notes reflects
expectation of 0% recovery.

HCA's debt agreement permit the company to issue first lien
secured debt up to an amount equal to 3.75x EBITDA. At June 30,
2013, Fitch estimates the company had $6.8 billion in first lien
capacity. Additional first lien debt issuance would result in
lower recovery for the HCA Inc. unsecured note holders.

Under Fitch's current recovery model assumptions, the company
could increase its outstanding first lien debt by up to $1.2
billion without diminishing recovery prospects for the HCA Inc.
unsecured note holders to below the 'RR3' recovery band of 51%-
70%. Should the company increase the amount of secured debt in the
capital structure by more than that amount, Fitch would likely
downgrade the HCA Inc. unsecured notes by one-notch, to 'B+/RR4'.
The ratings on the secured debt and HCA Holdings Inc. unsecured
notes would not be affected.


LEVEL 3 FINANCING: Fitch Rates $640MM Sr. Notes Due 2021 'BB-'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' rating to Level 3
Financing, Inc.'s issuance of $640 million senior notes due 2021.
Level 3 Financing is a wholly owned subsidiary of Level 3
Communications, Inc. (LVLT). The Issuer Default Rating (IDR) for
both LVLT and Level 3 Financing is 'B' with a Positive Rating
Outlook. LVLT had approximately $8.5 billion of debt outstanding
on September 30, 2013.

Proceeds from the senior note offering are expected to be used to
refinance the company's existing equivalent sized senior notes due
2018. The senior notes will be guaranteed by LVLT and other
operating subsidiaries including Level 3 LLC (a direct wholly
owned subsidiary of Level 3 Financing, Inc.) in a manner similar
to the existing senior notes issued by Level 3 Financing. The new
notes will rank pari passu with Level 3 Financing's existing
senior unsecured indebtedness. Outside of the extended maturity
date and an expected reduction of interest expense related to this
transaction, LVLT's credit profile has not substantially changed.

Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of September 30, 2013 totaled
approximately $507 million. The company does not maintain a
revolver and relies on capital market access to replenish cash
reserves, which limits the company's financial flexibility in
Fitch's opinion. LVLT does not have any significant maturities
scheduled during the remainder of 2013 or into 2014. LVLT's next
scheduled maturity is not until 2015 when approximately $775
million of debt is scheduled to mature or convert into equity.

Key Rating Drivers:

-- LVLT's credit profile continues to strengthen in line with
   Fitch's expectations. Fitch foresees LVLT leverage will
   approximate 5.3x by the end of 2013 and 4.9x by year end 2014
   as the company continues its progress to achieving its 3x to 5x
   net leverage target.

-- The company is poised to generate sustainable levels of free
   cash flow (FCF - defined as cash flow from operations less
   capital expenditures and dividends). Fitch anticipates LVLT FCF
   generation during 2014 will approximate 4% of consolidated
   revenues.

-- LVLT's revenue mix transformation is proceeding. LVLT's
   operating strategies are aimed at shifting its revenue and
   customer focus to become a predominantly enterprise-focused
   entity.

-- The operating leverage inherent within LVLT's business model
   positions the company to expand both gross and EBITDA margins.

The Positive Rating Outlook reflects Fitch's belief that LVLT will
continue capitalizing on operating synergies captured to date
(related to the Global Crossing acquisition) and expand operating
margins, which in turn will position the company to generate
sustainable levels of positive FCF and strengthen its credit
profile during the remainder of 2013 and into 2014.

LVLT's leverage has declined to 5.3x as of the latest 12 months
(LTM) period ended September 30, 2013, which compares favorably
with company's leverage of 5.85x as of Dec. 31, 2012 and 6.10x as
of September 30, 2012. Fitch foresees LVLT leverage will move
below 5.3x by the end of 2013 and below 5x as of year-end 2014 as
the company continues its progress to achieving its 3x to 5x net
leverage target.

Positive rating actions will likely occur as the company
demonstrates that it can consistently generate positive free cash
flow and maintain leverage below 5.5x. Equal consideration will be
given to the company's ability to capitalize on operating cost
synergies achieved to date while maintaining positive operational
momentum. Evidence of positive operating momentum includes stable
to expanding gross margins and revenue growth within the company
Core Network Services segment. Fitch believes the company's
ability to grow high margin CNS revenues coupled with the strong
operating leverage inherent in its operating profile will enable
the company to generate consistent levels of free cash flow. The
company reported a $42 million free cash flow deficit during the
LTM period ended September 30, 2013, which compares favorably to
the $165 million FCF deficit reported during the year ended Dec.
31, 2012. Fitch expects that LVLT will generate a nominal amount
of positive free cash flow during 2013 and that FCF generation
will approximate 4% of consolidated revenues during 2014.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants. The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins.
Additionally, Fitch expects that the company can further
strengthen its operating leverage by continuing to shift its
revenue and customer focus to become a predominantly enterprise-
focused entity.

Rating Sensitivities:

What Could Trigger a Positive Rating Action:

-- Consolidated leverage maintained at 5.5x or lower;
-- Consistent generation of positive free cash flow;
-- Positive operating momentum characterized by consistent core
    network services revenue growth and gross margin expansion.

What Could Trigger a Negative Rating Action:

-- Weakening of LVLT's operating profile, as signaled by
    deteriorating margins and revenue erosion brought on by
    difficult economic conditions or competitive pressure.

-- Discretionary management decisions including but not limited
    to execution of merger and acquisition activity that increases
    leverage beyond 6.5x in the absence of a credible de-
    leveraging plan.


LEVEL 3 FINANCING: Moody's Rates $640MM Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Level 3
Financing, Inc.'s (Financing) new $640 million senior unsecured
notes. Financing is a wholly-owned subsidiary of Level 3
Communications, Inc. (Level 3), the guarantor of the notes. Level
3's corporate family and probability of default ratings remain
unchanged at B3 and B3-PD, respectively, and its speculative grade
liquidity rating remains unchanged at SGL-1 (very good liquidity).
In addition, the ratings outlook remains stable.

Proceeds from the new issue will be used to repay a similar amount
of the company's 10% notes that mature 2018. As sources and uses
are approximately equal and the new issue is the same class of
debt as that being fully repaid (i.e. senior unsecured in the name
of Financing, Inc., guaranteed by Level 3), the new notes are
rated at the same level as the debt they replace and there is no
ratings impact.

The following summarizes rating action as well as Level 3's
ratings:

Assignments:

Issuer: Level 3 Financing, Inc.

Senior Unsecured Regular Bond/Debenture, B3 (LGD4, 58%)

Issuer: Level 3 Communications, Inc.

Corporate Family Rating, unchanged at B3

Probability of Default Rating, unchanged at B3-PD

Speculative Grade Liquidity Rating, unchanged at SGL-1

Outlook, unchanged at Stable

Senior Unsecured Bond/Debenture, unchanged at Caa2 (LGD6, 92%)

Issuer: Level 3 Financing, Inc.

Senior Secured Bank Credit Facility, unchanged at Ba3 (LGD2, 10%)

Senior Unsecured Regular Bond/Debenture (including debts issued
by Level 3 Escrow, Inc. that have been assumed by Level 3
Financing, Inc.), unchanged at B3 (LGD4, 58%)

Ratings Rationale:

Level 3's B3 CFR is based on the company's limited ability to
generate free cash flow over the next 12-to-18 months and the lack
of visibility with respect to current and future activity levels.
Level 3 has a reasonable business proposition as a facilities-
based provider of optical, Internet protocol telecommunications
infrastructure and services, however, owing to excess long-haul
transport capacity, margins are relatively weak. Moody's does not
expect supply and demand balance to change and therefore expect
stable margins going forward. With no quantity or price metrics
disclosed by the company or its competitors, visibility of current
and future activity is very limited, a credit negative. The rating
is also based on the expectation that there is sufficient
liquidity to continue to fund investments in synergy-related
initiatives, and that the company's improving credit profile
facilitates repayment and/or roll-over of 2015 and 2016 debt
maturities.

Rating Outlook:

The stable ratings outlook is premised on the expectation that
Level 3 will be modestly cash flow positive (on a sustained
basis).

What Could Change the Rating Up:

In the event that Debt/EBITDA declines towards 5.0x and (RCF-
CapEx)/Debt advances beyond 5% (in both cases, inclusive of
Moody's adjustments and on a sustainable basis), positive ratings
actions may be warranted.

What Could Change the Rating Down:

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient, or in the event of significant debt-financed
acquisition activity, negative ratings activity may be considered.

Corporate Profile:

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest long-haul communications
and optical Internet backbones. Level 3's annual revenue is
approximately $6.4 billion and annual (Moody's adjusted) EBITDA is
$1.7 billion. Approximately 62% of revenue is generated in North
America, 14% in Europe, 12% in Latin America, while the remaining
12% of revenue is generated through other sources.


LEVEL 3 FINANCING: S&P Assigns 'CCC+' Rating to $640MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to Level 3 Financing Inc.'s
$640 million senior notes due 2021.  Level 3 Financing is a
subsidiary of Broomfield, Colo.-based Level 3 Communications Inc.
The '6' recovery rating on these unsecured notes reflects S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a default.

The notes will be sold under Rule 144A with registration rights,
and proceeds will refinance the $640 million 10% senior notes due
2018.  Other ratings on Level 3 Communications and subsidiaries,
including the 'B' corporate credit rating, are unchanged as the
modest reduction in interest expense anticipated from this
refinancing would not materially change consolidated financial
metrics.  The outlook is stable.

Level 3 Communications, a global telecommunications provider,
reported approximately $8.6 billion of outstanding debt at
Sept 30, 2013.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating                     B/Stable/--

New Rating

Level 3 Financing Inc.
$640 mil. Senior notes due 2021             CCC+
  Recovery Rating                            6


NORTHEAST WIND: S&P Affirms Prelim. 'BB-' Rating to $315MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Northeast Wind Capital II LLC (NWC II).
At the same time, S&P affirmed its preliminary 'BB-' issue rating
on NWC II's proposed $315 million first-lien term loan B facility
due 2020.  The preliminary '2' recovery rating is unchanged.  The
outlook is stable.

S&P's rating on the preliminary 'BB-' proposed term loan facility
assigned Aug. 7, 2013 reflects several changes, including a
reduction in the facility size by $10 million, an expectation of
accelerated amortization due to a scheduled target debt balance,
and a flexible cash sweep provision, which while nominally remains
at 50%, can potentially sweep up to 100% if starting from 2017 the
forward contracted revenues drop below 70% of the total expected
revenue for the next three years.  The margin has also increased
from 3.5% to 4%.  S&P views these modifications as modestly
positive for NWC II's credit profile, but not to a level that
warrants a change in the rating or outlook.

The ratings reflect S&P's view of the company's "satisfactory"
business risk profile that it has revised from "fair" and reflects
its significant reduction in merchant exposure in the past couple
of months for the next two years from 12% to 15% to 2% to 4%.

NWC II's business risk profile is underpinned by its strong
presence as a wind generation developer and producer in Maine, New
York, and Vermont.  The business risk profile is supported by a
strong, but declining over time, contracted power sales position:
NWC II is generating about 98% of its 2013 revenue under power
purchase agreements, power swaps, and contracted renewable energy
credits (REC) with generally strongly rated counterparties.  This
position declines to 65.5% under our base case (which excludes any
revenue from uncontracted, merchant REC sales) by 2020, when the
term loan matures.

The portfolio also benefits from its strong competitive position
stemming from its dominant position in the Northeast.  The company
currently owns nearly 420 megawatts spread over nine separate
projects that have operated within production forecasts and at
high availability levels, with some diversity of wind turbine
technology and a wind regime that is only moderately correlated.
The high percentage of contracted revenue in the near term,
coupled with the relatively stable wind resource and a strong
operations and maintenance (O&M) regimen, contributes to a
business risk profile that is stronger than that of other
companies in this category.

"The company's primary risk is its increasing merchant exposure to
wholesale power prices, although continued renewable portfolio
standards in the region, along with the long lead times for
permitting and construction of new renewable projects, should
provide reasonable prospects for recontracting," said Standard &
Poor's credit analyst Jeong-A Kim.

"The stable outlook reflects our anticipation of stable cash flows
from existing contracts combined with continued high leverage as
the facility replaces amortizing debt at the project level.  Under
our base case, we anticipate that adjusted debt to EBITDA will
modestly improve because of gradual debt repayment driven by the
50% cash flow sweep from around 9.8x at the end of this year to
around 7.6x by year-end 2015, leaving NWC II highly leveraged.  We
could lower the ratings if FFO to debt drops to below 2%, which
would mean generation of below 850 gigawatts and weaker energy
prices.  We could consider an upgrade if we performance continues
as anticipated and if the paydown of debt results in financial
risk ratios in line with an aggressive financial risk profile,
requiring debt to EBITDA to be at least 5x.  We view this as
unlikely given our anticipation that at a P90 resource level, the
company's debt leverage reduction will be modest through 2015,
remaining well above the 5x threshold," S&P added.


ONE CALL: S&P Puts 'B' Corp. Credit Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
corporate credit rating and 'B+' senior secured debt rating on One
Call Care Management Inc. on CreditWatch with negative
implications.  The recovery ratings on the senior secured debt
remains '2', indicating that S&P believes lenders of One Call's
senior secured debt could expect substantial (70% to 90%) recovery
of principal and six months of prepetition interest in the event
of a default.

"The CreditWatch listing indicates that we could lower the ratings
following our review of the company. Although the company did not
disclose the financing terms for One Call's acquisition by Apax,
we believe leverage could exceed the 6.5x threshold that we
indicated as a potential downgrade trigger in our previous
outlook," said credit analyst James Sung.  "Leverage was 6.2x when
we first assigned our 'B' corporate credit rating on One Call in
August 2012.  At that time, One Call raised $625 million in debt
and $76 million in equity to finance its acquisition of MSC Care
Management Inc. and pay off existing debt."

S&P expects to resolve the CreditWatch listing during the next 30-
60 days after meeting with the One Call management team and Apax
Partners to assess the financial terms of the transaction and get
an update on prospective business strategy and financial policy.


P2 UPSTREAM: S&P Revises Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
P2 Upstream Acquisition Co. to negative and affirmed the 'B'
corporate credit rating on the company.

S&P also affirmed the 'B+' issue-level rating, with a recovery
rating of '2', to the co-borrowers' (P2 Upstream Acquisition Co.
and P2 Energy Solutions Alberta ULC) $30 million revolving credit
facility and $310 million first-lien term loan.  In addition, S&P
affirmed the 'CCC+' issue-level rating, with a recovery rating of
'6', to P2's $160 million second-lien term loan.  The '2' recovery
rating indicates expectations of substantial (70%-80%) recovery in
the event of a payment default by the borrower and the '6'
recovery rating indicates expectations for negligible (0%-10%)
recovery in the event of a payment default.

"Standard & Poor's ratings on P2 Upstream Acquisition Co. reflect
the company's 'weak' business profile, characterized by its modest
overall position in a fairly narrow segment of the oil and gas
exploration and production (E&P) market and its 'highly leveraged'
financial profile," said Standard & Poor's credit analyst Jacob
Schlanger.

Offsetting some of these issues is the critical role the company's
products play in facilitating the E&P process, good growth
prospects, and a highly recurring revenue base. Management and
governance is viewed as "fair."

The rating outlook is negative reflecting the high leverage that
the company will have following the transaction.  If the company
realizes expected improvement in leverage over the near term
arising from improved margins on its predictable and recurring
revenue base S&P could stabilize the rating.  However, S&P could
lower the rating if margin deterioration and a weakening business
profile lead leverage to be maintained above the low-7x area
rather than decline as expected.


PACIFIC RUBIALES: Fitch Affirms 'BB+' Long-term Issuer Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Pacific Rubiales Energy Corp foreign
and local long-term Issuer Default Ratings (IDRs) at 'BB+'. Fitch
has also affirmed its 'BB+' long-term rating on the company's
outstanding senior unsecured debt issuances of approximately
USD1.7 billion due 2021 and 2023. The Rating Outlook is Stable.

Key Rating Drivers:

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production. The ratings also reflect the
company's strong liquidity and adequate leverage. The company
faces developing risks associated with increasing production from
existing fields in order to offset decrease in production expected
for 2016, when the production agreement for its main producing
field expires. Pacific Rubiales' credit quality is tempered by the
company's small scale, production concentration and relatively
small reserve profile. The company also benefits somewhat from its
partnerships with Ecopetrol ('BBB-' IDR by Fitch), Colombia's
national oil and gas company, which supports Pacific Rubiales'
investments and shares production.

Solid Financial Profile:

The company's ratings reflect its adequate financial profile
characterized by low leverage and strong interest and debt service
coverage. As of the last 12 months (LTM) ended June 30, 2013, the
company reported leverage ratios, as measured by total net debt to
EBITDA and total debt-to-total proved reserves of 0.7 times (x)
and USD2.7 per barrels of oil equivalent (boe), respectively. As
of June 30, 2013, debt of approximately USD2 billion was primarily
composed mostly of senior unsecured notes due 2021 and 2023. As of
the LTM ended June 30, 2013, Pacific Rubiales reported an EBITDA,
as measured by operating income plus depreciation and stock-based
compensation, of USD2.1 billion.

Piriri-Rubiales Concession Expires in 2016:

Although Pacific Rubiales production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results. As a result
of the expiration of the Piriri-Rubiales production agreement in
2016, Fitch expects Pacific Rubiales' production level for 2017 to
be in line with that of 2012 or below current production. This
field currently represents 55% of total net production, down from
75% in 2010. The company is expected to be able to replace Piriri-
Rubiales production by 2017 given the company's recent
diversification efforts and high reserve replacement ratios,
coupled with its proven track record of increasing production. The
rating does not incorporate the possibility of extending
production from this field past its expiration date. As of
December 2012, this field represented approximately 19% of the
company's total proved and probable reserves of 514 million boe;
excluding Piriri-Rubiales resources, debt-to reserves (1P) are
still low at approximately USD4.7 per boe.

Petrominerales Acquisition Neutral for Credit Quality:

Pacific Rubiales intended acquisition of Petrominerales Ltd is
expected to be credit neutral as the transaction is believed to
marginally increase leverage and somewhat increase its production
diversification. On Sept. 29, 2013, Pacific Rubiales entered into
an agreement to acquire all outstanding common shares of
Petrominerales. The total purchase price of approximately USD1.5
billion includes a USD908 million cash payment and Pacific
Rubiales assumption of USD622 million of debt. The company expects
to finance the acquisition using cash on hand and short-term
financing from its committed credit lines. As a result of this,
Pacific Rubiales 2012 pro forma leverage would have been 1.2x,
after given effect to the incremental debt, from approximately the
0.7x as reported. Following the acquisition, the company intends
to divest some of Petrominerales asset, especially some
investments in pipelines in Colombia, to raise approximately
USD300 million to USD400 million of cash and reduce debt related
to the acquisition.

Improving Operating Metrics:

The operating metrics for the company have been improving rapidly
and its growth strategy is considered somewhat aggressive. During
2012, the company reserve replacement ratio was 398% and its
current 2P reserve life index is approximately 11 years using
current production levels. During the past two years, the company
increased gross and net production to approximately 310,065 boe/d
and 127,555 boe/d, from approximately 235,796 boe/d and 92,611
boe/d as of June 2012, respectively. As of December 2012, Pacific
Rubiales' proved (1P) and proved and probable (2P) reserves, net
of royalties, amounted to approximately 336 million and 514
million bbls, respectively. The company's reserves are composed of
heavy crude oil (59%) and natural gas and light and medium oil
(41%). Pacific Rubiales has a significant number of exploration
prospects, which will require significant funds to develop. In the
short term, the company plans to devote its efforts to develop the
Quifa, Sabanero and CPE-6 blocks, which surround and are near
Piriri-Rubiales block.

Negative Free Cash Flow Due to Large Capex:

Free cash flow (cash flow from operations less capital
expenditures and dividends) has been negative given the company's
growth strategy. Pacific Rubiales' significant capital
expenditures plans over the next few years could continue to
pressure free cash flow in the near term. Increasing production at
the Piriri-Rubiales and the surrounding Quifa block are expected
to account for the bulk of the company's capital expenditure,
which is expected to be approximately USD6.5 billion between 2012
and 2016, excluding Petrominerales acquisition. By the year 2017
and after the expiration of the Piriri-Rubiales concession,
leverage might increase to approximately 1.0x to 1.5x as a result
of decrease in production and lower oil prices considered under
Fitch's base case scenario.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by strong cash flow generation and manageable short-
term debt obligations. As of June 30, 2013, cash on hand amounted
to approximately USD466 million, while short-term debt was USD21
million. The company also has two revolver credit facilities
totaling USD700 million and as of June 30, 2013, it had drawn down
approximately USD91 million.

Rating Sensitivity:

A rating downgrade would be triggered by any combination of the
following events: A sustained adjusted leverage above 2x, driven
by increase in debt for exploration combined with a low success
rate of discoveries; an increase in royalties that significantly
cripples the company's financial profile (no changes in royalties
are expected in the near future;) and/or a decline in production
and reserves. Pacific Rubiales ratings could also be pressured if
the company fails to increase production in order to replace the
significant contribution of the Pirir-Rubiales field by the time
the concession expires.

Although a positive rating action is unlikely in the medium term
given the current developing risks associated with the company,
factors that could result in a positive rating action include an
increased diversification of the production profile of the
company, consistent growth in both production and reserves,
positive free cash flow generation.


SANDISK CORP: S&P Assigns 'BB' Rating to Senior Convertible Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to SanDisk Corp.'s senior
convertible notes due 2020.  The '3' recovery rating indicates
S&P's expectation of meaningful (50% to 70%) recovery in a payment
default.

The company intends to use the proceeds from the notes for general
corporate purposes, which could include internal investment and
share repurchases.  S&P rates the new notes the same as the
corporate credit rating on the company.

The 'BB' corporate credit rating and positive outlook reflect the
company's narrow scope of business in highly volatile
semiconductor flash memory markets and the substantial investment
required to maintain technology and cost leadership, what S&P
characterizes as a "weak" business risk profile, as well as an
"intermediate" financial risk profile.  S&P expects that leverage
will remain under 2x over the coming year, but could temporarily
spike above 2x due to market supply and demand volatility.  Pro
forma leverage amounted to about 1.6x in the September 2013
quarter.  SanDisk is a leading producer of NAND flash memory-based
storage solutions whose products are broadly used in consumer
electronics products, including mobile phones, digital cameras,
and game systems.  The company procures most of its flash memory
through fabrication facilities owned in joint venture partnerships
with Toshiba.

RATINGS LIST

SanDisk Corp.
Corporate Credit Rating             BB/Positive/--
  Senior Unsecured                   BB
   Recovery Rating                   3

New Rating

SanDisk Corp.
Senior convertible notes due 2020   BB
  Recovery Rating                    3


VANTAGE ONCOLOGY: S&P Retains 'B' Rating on Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
on Manhattan Beach, Calif.-based Vantage Oncology Holdings LLC's
subsidiaries', Vantage Oncology LLC's and Vantage Oncology Finance
Co.'s, senior secured notes are unchanged following the proposed
$50 million add-on.  The recovery rating on the debt remains '3',
reflecting S&P's expectation for meaningful (50%-70%) recovery in
the event of a default.

S&P expects the company will use proceeds of the add-on to repay
the revolver and for acquisitions.  The 'B' corporate credit
rating is unchanged and is based on S&P's assessment of the
company's business risk profile as "vulnerable" and financial risk
profile as "highly leveraged."  Vantage Oncology's vulnerable
business risk profile reflects its narrow operating focus in the
highly fragmented radiation oncology market, high concentration in
prostate cancer treatments, and persistent reimbursement
pressures.  The financial risk score of highly leveraged reflects
the company's very high leverage, which was 9.8x at June 30, 2013,
including an adjustment for operating leases and an adjustment for
the company's preferred stock, which we consider to be debt-like.

RATINGS LIST

Vantage Oncology Holdings LLC
Corporate Credit Rating           B/Stable/--

Vantage Oncology LLC
Vantage Oncology Finance Co.
Senior Secured                    B
   Recovery Rating                 3



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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