2011 Default Synopses

During full-year 2011, 53 companies Standard & Poor's Ratings Services rates, including five confidentially rated entities, defaulted on $84.26 billion of debt. This article provides summaries of the events leading up to each default and, in some cases, the events following default. Also included are the defaulting instruments for each company.

SAZKA a.s.

Marketa Horkova, London (44) 20-7176-3743; Nicolas Baudouin, Paris (33) 1-4420-6672; Philip Temme, London (44) 20-7176-3832

• €215 million 9% amortizing bonds due July 7, 2021

On Jan. 13, 2011, Standard & Poor's revised its long-term corporate credit rating on Czech gaming company SAZKA a.s. to 'D' from 'CC' following SAZKA's nonpayment of principal and interest due Jan. 12, 2011, on its €215 million notes maturing in 2021. We also revised the issue rating on the €215 million 9% secured amortizing bonds due in 2021 to 'D' from 'CC'.

SAZKA issued a notice to bondholders on Jan. 6, 2011, saying that it may be able to make a full payment of the interest on the bonds, but not of the principal. SAZKA also informed the bond trustee about the initiated negotiations with creditors to resolve the situation and restructure the existing debt. The downgrade further reflected SAZKA's failure to reach an agreement with its senior creditors to obtain a rollover of short-term loans that matured in the last two weeks of December 2010.

On March 18, 2011, Standard & Poor's withdrew its ratings on SAZKA a.s., including its issue rating on SAZKA's €215 million secured notes due in 2021. The withdrawals followed the placement of SAZKA and its assets under preliminary insolvency within the Municipal Court in Prague on March 9, 2011. Considering the scarcity of forward-looking information on SAZKA's future operations and financial profile, we are unable to maintain ongoing surveillance in accordance with our criteria.

Table 1

Sbarro Inc.

Mariola Borysiak, New York (1) 212-438-7839; Helena Song, CFA, New York (1) 212-438-2477

• US$150 million 10.375% senior notes due Feb. 1, 2015
• US$21.5 million secured revolving bank loan due Jan. 31, 2013
• US$183 million first-lien term bank loan due Jan. 31, 2014
• US$25.5 million second-lien term loan due July 31, 2014

On Jan. 31, 2011, U.S.-based Italian specialty foods provider Sbarro Inc. entered into a second forbearance agreement with its first-lien lenders, as they agreed to forbear from accelerating the loans until March 2, 2011, when the agreement expires. A failure to make this interest payment, which was due on March 3, 2011, allowed first-lien and second-lien holders to accelerate all amounts outstanding under the first-lien and second-lien credit agreements.

On Feb. 1, 2011, Standard & Poor's revised its corporate credit rating on Sbarro to 'D' from 'CC'. Standard & Poor's also revised its ratings on the company's $21.5 million revolver, $183 million term loan, and $150 million senior unsecured notes to 'D'.

The rating action on Sbarro followed the company's decision not to make an interest payment due Feb. 1, 2011, on its $150 million senior unsecured notes. Standard & Poor's believed that the payment would not be made within the 30-day grace period because of Sbarro's weak liquidity, unsustainable capital structure, and plans to restructure its balance sheet.

On April 5, 2011, Sbarro filed for bankruptcy to cut its debt and to restructure its balance sheet. The restructuring, according to a court filing, allowed Sbarro to reduce its debt by $195 million, or more than half. Sbarro reached an agreement with all of its second-lien secured lenders and almost 70% of its senior noteholders to reduce its $368 million in debt by about 53%, or about $195 million, in exchange for equity, as cited in the court documents subject to approval. If the court approves, Sbarro will have access to $35 million in debtor-in-possession (DIP) financing to continue its business operations. The company also will be able to raise $30 million by offering new stock to existing shareholders--a process guaranteed by two major lenders.

On Aug. 31, 2011, Standard & Poor's withdrew its ratings, because the company started operating under Chapter 11 bankruptcy protection and no longer provided sufficient information to maintain a credit rating.

On Nov. 23, 2011, Standard & Poor's assigned its preliminary 'B-' corporate credit rating on Sbarro. The action followed Sbarro's announcement that the U.S. Bankruptcy Court entered an order confirming the company's reorganization plan under Chapter 11 of the U.S. Bankruptcy Code. The preliminary ratings are subject to Sbarro's timely emergence from bankruptcy and consummation of its plan of reorganization including its proposed exit financing as confirmed by the bankruptcy court. The rating reflects Standard & Poor's opinion that Sbarro will remain highly leveraged as it emerges from bankruptcy.

Table 2

Ahern Rentals Inc.

John R Sico, New York (1) 212-438-7862; Sarah Wyeth, New York (1) 212-438-5658

• US$200 million 9.25% senior secured notes due Aug. 15, 2013
• US$90 million 9.25% second-priority senior secured notes due Aug. 15, 2013
• US$95 million secured term loan due Dec. 15, 2012
• US$350 million secured revolver due Aug. 21, 2011

On Feb. 16, 2011, Standard & Poor's revised its corporate credit rating on U.S.-based equipment rental company Ahern Rentals Inc. to 'D' from 'B-' following nonpayment of interest on Ahern's senior secured notes due in 2013.

In the face of difficult construction end market conditions as well as upcoming maturities, Ahern elected not to make the scheduled interest payment on its outstanding senior secured notes due in 2013. Ahern also entered into a forbearance agreement with a majority of lenders under its unrated revolving credit facility, and it started to seek financing alternatives related to its upcoming maturities. The company decided on this course of action despite the apparent improvement in its business under the revolving credit facility.

On March 3, 2011, Standard & Poor's withdrew its ratings on Ahern following the company's filing of Form 1515D, which suspended the filing of financial statements with the SEC.

On March 5, 2011, Ahern announced that it had not made the scheduled $10.9 million payment of interest due on Feb. 15, 2011, on its outstanding 9.25% second-priority senior secured notes due in 2013. Ahern also entered into a forbearance agreement with a majority of the revolving lenders under its credit agreement.

On March 28, 2011, Ahern Rentals defaulted on its senior secured bonds due in 2013 after failing to make a February interest payment within the 30-day grace period. The company missed a payment on $238 million in 9.25% second-priority senior secured notes due in 2013.

On Dec. 23, 2011, Ahern Rentals Inc. filed for bankruptcy in U.S. Bankruptcy Court in a bid to restructure its debt of over $600 million.

Table 3

Harry & David Operations Corp.

Mariola Borysiak, New York (1) 212-438-7839; Ana Lai, CFA, New York (1) 212-438-7895

• US$175 million 9% senior notes due March 1, 2013
• US$70 million senior notes due March 1, 2012
• US$105 million senior secured revolver due July 7, 2014

On March 7, 2011, Standard & Poor's revised its unsolicited corporate credit rating on Harry & David Operations Corp. to 'D' from 'CC'. Harry & David is a U.S.-based direct marketing and e-commerce company that sells gourmet foods. Standard & Poor's also revised its ratings on Harry & David's $70 million senior floating-rate notes and $175 million senior fixed-rate notes to 'D' after the company missed interest payments due on March 1, 2011.

On March 28, 2011, Harry & David (a multichannel specialty retailer subsidiary of Harry & David Operations Corp.) and its affiliates filed a voluntary petition for reorganization under Chapter 11 in U.S. Bankruptcy Court.

On March 29, 2011, Standard & Poor's withdrew its unsolicited ratings on Harry & David. The company filed for Chapter 11 bankruptcy protection by reaching an agreement with the majority of its senior creditors on a reorganization plan as the existing bonds would be converted into equity. This would provide Harry & David with the necessary equity financing to emerge from Chapter 11.

Following the release of results below expectations for the second quarter ended Dec. 25, 2010, the company hired Rothschild Inc. and Alvarez & Marsal as its financial advisors and Jones Day as legal advisor to explore recapitalization alternatives.

On March 31, 2011, Harry & David received approval from the U.S. Bankruptcy Court to access its $100 million first-lien DIP revolving credit facility provided by the company's secured lenders, as well as a $55 million second-lien DIP term loan provided by holders of the company's senior notes to facilitate the reorganization. The company also received approval to continue to pay employees' salaries, wages, and benefits, and the court confirmed the company's ability to pay vendors for post-petition goods and services.

On June 11, 2011, Harry and David announced that the company and its subsidiaries acting as debtors in possession under Chapter 11 of the U.S. Bankruptcy Code had filed a Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court.

On Oct. 1, 2011, The U.S. bankruptcy court approved Harry & David's Chapter 11 reorganization plan. This allowed Harry & David to convert all of its $200 million of outstanding public notes into equity of the reorganized company.

Table 4

Perkins & Marie Callender's Inc.

Helena Song, CFA, New York (1) 212-438-2477; Andy Sookram, New York (1) 212-438-5024

• US$132 million 14% notes due May 31, 2013
• US$190 million 10% senior notes due Oct. 1, 2013
• US$26 million senior secured revolver due Feb. 28, 2013

On April 7, 2011, Standard & Poor's revised its corporate credit rating on U.S.-based retailing company Perkins & Marie Callender's Inc. to 'D' from 'CC'. We revised the rating after Perkins missed the $9.5 million interest payment due on April 1, 2011, on its $190 million senior unsecured notes. Although the company had a 30-day grace period to make the payment, we believed this was highly unlikely given our assessment of Perkins' limited liquidity sources.

On June 14, 2011, Perkins filed for Chapter 11 bankruptcy protection with a plan to restructure its debt, which would give control of the company to Wayzata Investment Partners LLC.

On Sept. 1, 2011, Standard & Poor's withdrew its 'D' corporate credit rating on the company along with its issue-level ratings. The company had been operating under Chapter 11 bankruptcy protection and no longer provided sufficient information to maintain a credit rating.

On Dec. 1, 2011, Perkins announced that it had successfully completed its financial restructuring and emerged from Chapter 11 bankruptcy. The U.S. Bankruptcy Court approved the company's plan of reorganization on Oct. 31, 2011.

Table 5

Western Pacific Insurance Ltd.

Michael Vine, Melbourne (61) 3-9631-2102; Lucy Huynh, Melbourne (61) 3-9631-2175

On April 5, 2011, Standard & Poor's revised its counterparty credit and insurer financial strength ratings on New Zealand-based insurance company Western Pacific Insurance Ltd. (WPIL) to 'R', which indicates regulatory action.

WPIL was placed into liquidation effective April 4, 2011, following the material financial effect of the Christchurch and Canterbury earthquakes in September 2010 and February 2011. The insurer had significant exposure to these events given its South Island base. WPIL's limited capital resources were overwhelmed by two catastrophe reinsurance program net retentions of NZ$1 million in a short period of time, as well as the shareholders' failure to inject sufficient capital to maintain solvency at a time of stress.

Table 6

GFNZ Group Ltd.

Peter Sikora, Melbourne (61) 3-9631-2094

• NZD$30 million unsecured term loan due March 31, 2015

On March 18, 2011, Standard & Poor's lowered its long-term counterparty credit rating on New Zealand-based finance company GFNZ Group Ltd. (GFNZ; formerly Geneva Finance Ltd.) to 'CC' from 'CCC'. The rating action followed the company's announcement that it would seek subordinated noteholder approval to convert existing debt interests to equity.

On April 6, 2011, Standard & Poor's revised its long-term counterparty credit rating on GFNZ to 'SD' from 'CC'.

The rating action followed shareholder and subordinated noteholder approval on March 31, 2011, of converting existing debt interests to equity, which, in Standard & Poor's view, constitutes a distressed exchange, considering that the conversion price is higher than the current market value of shares and that the liquidity of GFNZ's shares is limited.

On April 29, 2011, Standard & Poor's raised its long-term counterparty credit rating on GFNZ to 'CCC-' from 'SD'. The rating action reflected the improvement in the company's capital adequacy following the debt-for-equity exchange, which boosted the company's capital resources by about NZ$5 million and, in Standard & Poor's view, improved the group's prospects for meeting regulatory capital adequacy requirements and cash flow needs in the near term.

Table 7

Liz Claiborne Inc.

Jeffrey Burian, CFA, New York (1) 212-438-3508; Linda I Phelps, New York (1) 212-438-3059

• €350 million 5% notes due July 8, 2013
• US$90 million 6% convertible notes due June 15, 2014
• US$200 million senior secured loan due Aug. 6, 2014
• US$150 million senior secured loan due Aug. 6, 2014

On March 11, 2011, Standard & Poor's lowered its corporate credit rating on New York City-based Liz Claiborne Inc. to 'CC' from 'B-'. The rating action reflected the company's poor operating performance, thin credit metrics, and our expectation that weak consumer spending would hamper its ability to materially improve its operating performance over the next 12 months.

On April 11, 2011, Standard & Poor's revised its corporate credit rating on Liz Claiborne to 'SD' from 'CC'. The rating action followed Liz Claiborne's settlement on April 8 of its partial tender of the euro notes that was funded with proceeds from the new senior secured notes.

On April 12, 2011, Standard & Poor's raised its corporate credit rating on Liz Claiborne to 'B-' from 'SD'. The rating action followed the completion of the company's recent tender offer and associated financing and our subsequent reassessment of Liz Claiborne's credit risk. The company retired €128.5 million of its €350 million 5% notes due in 2013 and issued new $220 million of 10.5% senior secured notes due in 2019.

On Oct. 14, 2011, Standard & Poor's placed its 'B-' corporate credit on Liz Claiborne on CreditWatch with positive implications. The CreditWatch placement followed Liz Claiborne's announcement on Oct. 12 that it had entered into definitive agreements to sell several brands, in addition to the previously announced pending Mexx joint venture agreement. The company planned to use these proceeds to repay its debt.

On Jan. 13, 2012, Standard & Poor's said that its 'B-' corporate credit rating on Liz Claiborne remained on CreditWatch, where it was placed with positive implications on Oct. 14, 2011. The company completed the sale of several brands and planned to reduce debt with proceeds from the sale.

Table 8

Cinram International Inc.

Lori Harris, Toronto (1) 416-507-2546; Greg Pau, Toronto (1) 416-507-2518

• US$18 million revolving credit facility due Dec. 31, 2013
• US$3 million revolving credit facility due Dec. 31, 2013
• US$143 million bank loan due Dec. 31, 2013
• US$97 million term bank loan due Dec. 31, 2013
• US$675 million senior secured term loan due May 6, 2011

On April 12, 2011, we revised our long-term corporate credit rating on Canada-based media and entertainment company Cinram International Inc. to 'D' from 'CC'. The rating action followed the completion of the company's refinancing and recapitalization transaction on April 11, 2011, for its credit facilities due in May 2011.

On April 13, 2011, we raised our long-term corporate credit rating on Cinram to 'B-' from 'D'. The ratings on Cinram were based on what we viewed as the company's weak operating performance, limited financial flexibility, and vulnerable business risk profile (resulting from product and customer concentration, seasonality, and the commodity-like nature of the media replication industry). Furthermore, the ratings reflected our concerns about medium-to-long-term industry fundamentals, including limited pricing power and our expectation that digital distribution would become a larger source of studio revenues.

On Aug. 2, 2011, Standard & Poor's lowered its long-term corporate credit rating on Cinram to 'CCC' from 'B-' and placed all of its ratings on Cinram on CreditWatch with negative implications. The downgrade and CreditWatch placement followed Cinram's announcement that it did not expect to be in compliance with its financial covenants for the second quarter ended June 30, 2011, and in future periods because of much weaker-than-expected performance in the second quarter.

On Aug. 12, 2011, Cinram completed amendments to its first- and second-lien credit agreements, whereby financial covenants were loosened. This allowed the company to remain compliant with its covenants for the quarter ended June 30, 2011. Cinram refinanced its debt in April 2011, with revised financial covenants at the time.

On Sept. 7, 2011, Standard & Poor's removed all of its ratings on the company from CreditWatch with negative implications, where they had been placed on Aug. 2, 2011, following the analysis of Cinram's revised financial risk profile and completion of the amendments.

Table 9

SOTSGORBANK

Sergey Voronenko, Moscow (7) 495-783-4003; Victor Nikolskiy, Moscow (7) 495-783-4010

On April 19, 2011, we revised our counterparty credit ratings on Russia-based SOTSGORBANK to 'D' from 'CCC'. The rating action followed the Central Bank of Russia's revocation of SOTSGORBANK's banking license on April 18, 2011, and its introduction of a temporary management team at SOTSGORBANK. The central bank's action substantiated our concerns regarding SOTSGORBANK's corporate governance and deteriorated financial risk profile. Subsequently, we withdrew the ratings on SOTSGORBANK because of the lack of sufficient reliable information for a thorough analysis.

SOTSGORBANK is a member of the Deposit Insurance Agency (DIA) and DIA will repay retail deposit liabilities, subject to statutory limits.

SOTSGORBANK had total assets of 10.6 billion of Russian rubles (about $350 million) as of April 1, 2011. In October 2010, five Russian private investors acquired 89.8% of the bank from its previous owners.

Table 10

Texas Competitive Electric Holdings Co. LLC

Terry A Pratt, New York (1) 212-438-2080; Aneesh Prabhu, New York (1) 212-438-1285

• US$1.25 billion LOC bank loan due Oct. 10, 2014
• US$2.7 billion senior secured revolving bank loan due Oct. 10, 2013
• US$16.45 billion senior secured term B bank loan due Oct. 10, 2014
• US$4.1 billion senior secured delayed draw term bank loan due Oct. 10, 2014
• US$1 billion 7% senior notes due March 15, 2013
• US$5 billion 10.25% senior cash pay notes due Nov. 1, 2015
• US$1.75 billion 10.5% senior toggle notes due Nov. 1, 2016
• US$1.725 billion 11.5% senior notes due Oct. 1, 2020
• US$335.9 million 15% secured notes due April 1, 2021
• US$350 million 15% second lien senior notes series B due April 1, 2021

On April 20, 2011, Standard & Poor's revised its corporate credit ratings on U.S.-based Texas Competitive Electric Holdings Co. LLC (TCEH) and Energy Future Competitive Holdings Co. (EFCH) to 'SD' from 'CC' following the completion of the amendment to an extension of maturities of TCEH's senior secured credit facilities, which is part of a distressed debt exchange. TCEH obtained lender consent to amend its senior secured credit facilities and to extend the maturities of a portion of them to 2016-2017 from 2013-2014. TCEH is engaged in the generation, retail sale, and wholesale of electricity to residential and business customers.

We revised our corporate credit rating on EFCH to 'SD', because the company guaranteed the repayment of TCEH's senior secured credit facilities.

Later, on the same day, Standard & Poor's raised its corporate credit ratings on TCEH and EFCH to 'CCC' from 'SD', in line with the rating transitions for distressed debt exchanges followed by the amendment and extension.

On May 2, 2011, Standard & Poor's revised its issue rating on the parent company of TCEH and EFCH, Energy Future Holdings Corp.'s, senior cash pay notes due in 2017, senior payment-in-kind (PIK) toggle notes due in 2017, and series P unsecured notes due in 2014 to 'D' from 'CC'. The 'D' rating on the cash pay, PIK toggle, and series P notes reflect our view that the exchange is distressed.

As of Dec. 27, 2011, the negative outlook on TCEH reflected the financial difficulties of the next two to three years as its maturities become due. Although the credit facility extension moved a large share of the maturities to 2017, lenders looking to refinance in 2014 will take upcoming maturities into account. Under the amend-and-extend program, there is a provision for a springing maturity of the credit facilities if the TCEH cash-pay and payment-in kind (PIK) toggle note balances do not go below $500 million and $150 million, respectively, 91 days before they mature in 2015 for the cash-pay notes and in 2016 for the PIK toggle notes.

Table 11

Keystone Automotive Operations Inc.

Brian Milligan, Chicago (1) 312-233-7050; Jerry Phelan, Chicago (1) 312-233-7031

• US$175 million 9.75% senior subordinated notes due Nov. 1, 2013
• US$200 million term loan B due Nov. 12, 2012
• US$120 million senior secured term loan due Feb. 15, 2016
• US$75 million senior secured term loan
• US$125 million senior secured term loan due Jan. 12, 2012

On April 29, 2011, Standard & Poor's revised its corporate credit ratings on U.S.-based specialty automotive parts distributor Keystone Automotive Operations Inc. to 'SD' from 'CC', reflecting the completion of its exchange offer. Under the terms of the exchange offer, senior subordinated noteholder claims were converted into approximately 22% of the new equity. In our view, this is not what Keystone originally promised, which helps to explain our 'D' issue rating. Senior secured lenders received full cash payment with proceeds from a new term loan and the rights offering.

Information provided has been limited following the completion of the exchange offer. However, based on our view of the restructured capitalization, we raised the corporate credit rating to 'B-' from 'SD'. Subsequently, we withdrew all of our ratings on Keystone at the issuer's request.

On Nov. 5, 2011, Keystone announced its acquisition of NTP Distribution, Inc. (a provider of parts and accessories for dealers in recreational vehicles and the towing industry) in coordination with its majority shareholder Platinum Equity in an effort to diversify its business.

Table 12

Berkline/BenchCraft Holdings LLC

David Kang, New York (1) 212-438-1310

On May 2, 2011, U.S.-based Berkline/BenchCraft Holdings LLC defaulted after filing for Chapter 11 protection. Standard & Poor's had withdrawn its ratings on the company in September 2006.

According to court papers, Berkline/BenchCraft entered bankruptcy with a deal to sell substantially all of its assets and inventory to Hilco Merchant Resources LLC in return for about $2.7 million plus some of the remaining sale proceedings.

On May 19, 2011, on behalf of the bankruptcy estate of Berkline/BenchCraft Holdings, a joint venture comprising Hilco Merchant Resources LLC, Hilco Industrial LLC, Maynards Industries Inc., Myron Bowling Auctioneers, and Linon Home Decor Products Inc. completed the sale of finished goods inventory valued at approximately $3 million. Additional sales were pending on other finished goods and raw material inventory.

Table 13

Caribe Media Inc.

Andy Liu, CFA, Chicago (1) 312-233-7052; Chris Valentine, New York (1) 212-438-1434

• US$30 million senior secured revolver due April 23, 2014
• US$335 million senior secured term loan due April 23, 2014
• US$10 million revolving bank loan due March 31, 2012
• US$155 million term bank loan due March 31, 2013

On May 6, 2011, we revised our corporate credit rating on Puerto Rico-based yellow page publisher Caribe Media Inc. to 'D' from 'CCC-' . The rating action followed the announcement that the company and certain of its affiliates filed voluntary bankruptcy petitions to reorganize under the provisions of Chapter 11 of the U.S. Bankruptcy Code.

On May 23, 2011, we withdrew our ratings on Caribe Media Inc.

Table 14

OPTI Canada Inc.

Michelle Dathorne, Toronto (1) 416-507-2563; Aniki Saha-Yannopoulos, CFA, Toronto (1) 416-507-2579

US$525 million 9% senior secured notes due Dec. 15, 2012

• US$300 million 9.75% senior secured notes due Aug. 15, 2013
• US$750 million 7.875% senior secured notes due Dec. 15, 2014
• US$1 billion 8.25% senior secured notes due Dec. 15, 2014
• C$190 million revolving credit facility bank loan due Dec. 15, 2011

On June 16, 2011, we revised our long-term corporate credit rating on OPTI Canada Inc. to 'SD' from 'CCC-', and we revised the senior secured debt rating on the company's US$1.75 billion second-lien debt to 'D' from 'CCC'. These rating actions followed the company's announcement that it would not make the June 15, 2011, interest payment due on the second-lien debt. OPTI's failure to pay the interest due on the US$1.75 billion second-lien debt is because of the company's increasingly constrained liquidity.

On July 13, 2011, we revised our long-term corporate credit rating on OPTI Canada Inc. to 'D' from 'SD' following the company's announcement that it intends to file for court protection under Canada's Companies' Creditors Arrangement Act (CCAA). OPTI agreed on an equity-for-debt swap with bondholders in order to ease the burden of its crushing debt. The Toronto Stock Exchange reported that it suspended the company's shares from trading.

On Sept. 8, 2011, the Canadian courts approved the acquisition of OPTI by China National Offshore Oil Corp. (CNOOC), the smallest of China's three state-owned energy companies. The action is seen as the Canadian court's approval of OPTI's debt-restructuring plan.

Table 15

Novasep Holdings S.A.S.

Andy Liu, CFA, Chicago (1) 312-233-7052; Chris Valentine, New York (1) 212-438-1434

• €270 million bonds due Dec. 15, 2016
• US$150 million bonds due Dec. 15, 2016

On June 22, 2011, Standard & Poor's revised the long-term corporate credit rating on France-based pharmaceutical services company Novasep Holding S.A.S. to 'SD' from 'CCC+'. We also revised the issue-level ratings on Novasep's €270 million and $150 million senior secured notes to 'D'.

The rating action followed Novasep's announcement on June 15, 2011, that it would defer the coupon payment on its senior secured bonds maturing in 2016.

Table 16

NBC Acquisition Corp.

Jayne M Ross, New York (1) 212-438-7857; David M Kuntz, New York (1) 212-438-5022

• US$77 million 11% senior discount notes due March 15, 2013
• US$75 million revolving credit facility due May 31, 2012
• US$200 million 10% notes due Dec. 1, 2011
• US$175 million 8.625% senior subordinated notes due March 15, 2012

On June 27, 2011, Standard & Poor's revised its corporate credit rating on U.S.-based retailing company NBC Acquisition Corp. and its wholly owned operating subsidiary, Nebraska Book Co. Inc., to 'D' from 'CCC'. The rating action followed the company's filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code to implement its restructuring plan.

Table 17

Real Mex Restaurants Inc.

Andy Sookram, New York (1) 212-438-5024; Charles Pinson-Rose, New York (1) 212-438-4944

• US$130 million 14% senior secured notes due Jan. 1, 2013
• US$25 million unsecured PIK term loan due Jan. 1, 2014
• US$25 million senior secured letter of credit due July 1, 2012
• US$15 million senior secured revolver due July 1, 2012
• US$25 million senior unsecured PIK term bank loan due July 1, 2013

On July 20, 2011, Standard & Poor's lowered its corporate credit rating on U.S.-based leading operator of casual-dining Mexican restaurants Real Mex Restaurants Inc. to 'D' from 'CCC'. The downgrade reflected Real Mex's missed interest payment due July 1, 2011, on its $130 million secured notes.

On Aug. 5, 2011, Standard & Poor's raised its corporate credit rating on Real Mex to 'CC' from 'D'. The rating action reflected Real Mex's announcement that it paid the missed interest payment on its senior secured notes that was due on July 1, 2011, within the grace period.

On Oct. 4, 2011, Standard & Poor's lowered its corporate credit rating on Real Mex to 'D' from 'CC'. We also lowered the issue-level rating on the company's $130 million secured notes due in 2013 to 'D' from 'CC'. The downgrade of Real Mex followed the company's filing for Chapter 11 bankruptcy protection.

Table 18

NZF Money Ltd.

Nico De Lange, Sydney (61) 2-9255-9887; Peter Sikora, Melbourne (61) 3-9631-2094

On July 25, 2011, Standard & Poor's lowered its local-currency issuer credit ratings on New Zealand finance company NZF Money Ltd. to 'D' from 'CC'. The rating action followed NZF's announcement that its trustee, Covenant Trustee Co. Ltd., had appointed a receiver at the request of NZF's directors because of the company's inability to find a short-term funding solution. As a result of the appointment of a receiver, NZF defaulted on its debenture trust deed.

On Sept. 27, 2011, we withdrew the counterparty credit and issue ratings on NZF because the company was in receivership.

Table 19

YRC Worldwide Inc.

Anita Ogbara, New York (1) 212-438-5077; Funmi Afonja, New York (1) 212-438-4711

• US$70 million 6% convertible notes due Feb. 15, 2014
• US$247.75 million 5% notes due Aug. 8, 2023
• US$144.62 million 3.375% notes due Nov. 25, 2023
• US$706.4 million senior secured revolver due Aug. 17, 2012
• US$300 million senior secured term loan due Aug. 17, 2012

On July 27, 2011, Standard & Poor's lowered its long-term corporate credit rating on U.S.-based trucking company YRC Worldwide Inc. (YRCW) to 'SD' from 'CC'. The rating action on YRCW followed the completion of its previously announced financial restructuring. YRCW exchanged a portion of its secured debt and other obligations for equity during restructuring. We viewed this as a distressed exchange and, therefore, a default.

On Aug. 9, 2011, we raised the corporate credit rating on YRCW to 'CCC' from 'SD' after the company completed its financial restructuring.

On Sept. 20, 2011, YRCW said that its shareholders approved issuing new shares as part of a cash infusion in the company. YRCW will now have 1.9 billion common shares outstanding--up from 48 million--as a result of the conversion of convertible preferred shares issued on July 22 as part of a deal that brought in $100 million in new capital.

In the first week of December, shareholders of YRCW approved a reverse stock split of its common stock in order to bring the company in compliance with NASDAQ listing rules. In addition, the shareholders also approved another proposal to reduce the number of authorized shares of common stock proportionately.

Table 20

William Lyon Homes

George Skoufis, New York (1) 212-438-2608

• US$206 million senior secured term loan due Oct. 20, 2014
• US$133.8 million 7.625% notes due Dec. 15, 2012
• US$220 million 10.75% notes due April 1, 2013
• US$124.3 million 7.5% notes due Feb. 15, 2014

On Aug. 19, 2011, Standard & Poor's lowered its corporate credit rating on U.S.-based William Lyon Homes to 'D' from 'CCC-'. We also lowered our rating on the company's $77.8 million 7.5% unsecured notes due in 2014 to 'D' from 'C'. William Lyon is a privately held, midsize regional homebuilder with operations in California, Arizona, and Nevada.

William Lyon failed to make its scheduled Aug. 15, 2011, semiannual interest payment of $2.9 million on its outstanding $77.8 million 7.5% unsecured notes due on Feb. 15, 2014. The indenture governing the 2014 senior notes included a 30-day grace period for late payments. However, the company did not make the scheduled interest payment within five business days of the due date. As a result, as per our criteria, we lowered the corporate credit rating and the issue rating on the 2014 notes.

We had previously lowered the corporate credit rating on William Lyon to 'SD' following the completion of a below-par tender offer in June 2009 that, in our view, was tantamount to default.

On Sept. 20, 2011, Standard & Poor's raised its corporate credit rating on William Lyon to 'CC' from 'D' and raised its issue rating on the company's $77.8 million 7.5% unsecured notes due in 2014 to 'C' from 'D'. On Sept. 14, 2011, William Lyon paid the missed interest payment before the expiration of the 30-day grace period on the 2014 notes (according to its indenture). The rating on William Lyon reflected uncertainty about the company's ability and willingness to make scheduled interest payments as they came due over the next six months.

On Oct. 11, 2011, Standard & Poor's lowered its corporate credit rating on William Lyon to 'D' from 'CC' and lowered the rating on the company's $138.8 million 10.75% unsecured notes due in 2013 to 'D' from 'C'. William Lyon failed to make its scheduled Oct. 1, 2011, semiannual interest payment of $7.5 million on its outstanding $138.8 million 10.75% unsecured notes due on April 1, 2013. The indenture governing the 2013 senior notes allows for a 30-day grace period. However, the company did not make the scheduled interest payment within five business days of the due date. Therefore, as per our criteria, we lowered the issue rating on the 2013 notes to 'D'.

On Dec. 19, 2011, William Lyon filed for Chapter 11 with a prepackaged plan of reorganization in U.S. Bankruptcy Court. The company had begun soliciting votes to support a restructuring of its existing indebtedness on Nov. 17, 2011, after failing to make its scheduled semiannual interest payment due on Oct. 1, 2011. According to the proposed restructuring plan, William Lyon will convert the existing senior secured debt in exchange for a $235 million secured note, while the $284 million aggregate senior unsecured notes will be exchanged for a $75 million secured note plus 28.5% of common equity. The Lyon family will separately invest $25 million in exchange for 20% common equity and warrants for an additional 9.1% of common equity. In addition, the company will also provide a $60 million rights offering to be fully backstopped by an existing note holder for $10 million in common equity and $50 million in new convertible preferred equity, which together will represent a 51.5% stake.

Table 21

PMI Mortgage Insurance Co.

Miles Kaschalk, FSA, MAAA, New York (1) 212-438-9375; Ron Joas, CPCU, CPA, New York (1) 212-438-3131

• US$285 million 4.25% notes due April 10, 2020

On Aug. 19, 2011, PMI Mortgage Insurance Co. (PMI) released a statement indicating that it had been placed under supervision by the Arizona Department of Insurance. PMI and its subsidiary, PMAC, were no longer able to write new business, and PMI could no longer make interest payments on the outstanding $285 million of surplus notes issued to its holding company. PMI was also prohibited from a variety of actions without the approval of the director of the department or its supervisor. Further, if PMI didn't provide a satisfactory plan to cure its financial deficiencies within 60 days, the department could commence conservatorship proceedings or take other appropriate action.

On Aug. 22, 2011, Standard & Poor's revised the counterparty credit and financial strength ratings on PMI to 'R' from ' CCC-'. At the same time, Standard & Poor's placed the 'CC' counterparty credit and issue-level ratings on PMI's holding company, The PMI Group Inc., on CreditWatch with negative implications.

On Oct. 20, 2011, the Arizona Superior Court appointed Arizona's Department of Insurance to take full possession and control of PMI. However, this did not immediately affect the ratings on PMI.

In the third week of November, PMI Group filed for Chapter 11 bankruptcy protection because its operating unit had been seized by the Arizona Insurance regulators.

Table 22

Horizon Lines Inc.

Funmi Afonja, New York (1) 212-438-4711; Anita Ogbara, New York (1) 212-438-5077

• US$330 million 4.25% senior convertible notes due Aug. 15, 2012
• US$225 million revolving credit facility due Aug. 8, 2012
• US$125 million term loan A due Aug. 8, 2012

On Aug. 23, 2011, Standard & Poor's lowered its long-term corporate credit rating on U.S.-based ocean shipping company Horizon Lines Inc. to 'SD' from 'CCC'. In addition, we lowered our ratings on the company's senior convertible notes to 'D' from 'CC'. The rating actions on Horizon Lines followed the company's decision to defer the interest payment on its $330 million senior convertible notes due in August 2012, exercising the 30-day grace period. This is tantamount to a default under our criteria.

On Aug. 30, 2011, Standard & Poor's ratings on Horizon Lines were unaffected by the company's Aug. 26 announcement that it had entered into a definitive agreement and secured commitments with the majority holders of its convertible notes as part of an effort to refinance its entire capital structure.

On Sept. 15, 2011, we raised the long-term corporate credit rating on Horizon Lines to 'CC' from 'SD'. In addition, we raised the rating on the company's senior convertible notes to 'C' from 'D'. The rating actions on Horizon Lines followed the company's payment on Sept. 13, 2011, of a $7 million interest on its $330 million senior convertible notes due in August 2012 within the 30-day grace period under the terms of the indenture.

Following these rating actions, Standard & Poor's withdrew all ratings on Horizon Lines at the company's request.

Table 23

Global Aviation Holdings Inc.

Lisa Jenkins, New York (1) 212-438-7697; Betsy R Snyder, CFA, New York (1) 212-438-7811

• US$175 million 14% senior first-lien notes due Aug. 15, 2013
• US$72.5 million senior secured PIK term loan due Sept. 29, 2014

On Aug. 23, 2011, we lowered our long-term corporate credit rating on U.S.-based Global Aviation Holdings Inc. to 'SD' from 'CCC+'. We also lowered the rating on the company's senior secured notes to 'D' from 'B'. Global Aviation is a provider of passenger and cargo air transportation to the U.S. military and commercial customers.

The rating action followed Global Aviation's decision to defer the interest payment on its senior secured notes that was due on Aug. 15, 2011, which is tantamount to a default under our criteria. Reduced pricing on the military business, higher capital expenditures, and lower-than-expected flying in both the military and commercial business adversely affected earnings.

On Sept. 19, 2011, we raised the long-term corporate credit rating on Global Aviation to 'CCC' from 'SD'. At the same time, we raised the issue rating on the company's senior secured notes to 'B-' from 'D'. The upgrade reflected the company's Sept. 14, 2011, payment of the interest on its first-lien debt that was due on Aug. 15, 2011 (within the 30-day grace period provided in the indenture). Global Aviation also reached agreements with its lenders on amended terms, including near-term covenant relief.

On Dec. 9, 2011, we lowered the corporate credit rating on Global Aviation by one notch to 'CCC-' from 'CCC' and lowered the issue rating on the senior secured debt to 'CCC-' from 'B-'. We have placed the rating on CreditWatch with negative implications. The rating action follows the tight liquidity position of the company after weak operating performance from several quarters. Our rating on the company reflects its participation in the competitive and capital-intensive airfreight business and its highly leveraged capital structure. We expect that the liquidity of the company will not materially improve, and, therefore, we believe it could default if it fails to come up with a way to improve liquidity in 2012.

Table 24

NewPage Corp.

Tobias Crabtree, CFA, New York (1) 212-438-6503; Pamela Rice, New York (1) 212-438-7939

• US$225 million second-lien senior secured notes due May 1, 2012
• US$805.4 million 10% second-lien senior secured notes due May 1, 2012
• US$200 million 12% senior subordinated notes due May 1, 2013
• US$1.7 billion 11.375% first-lien notes due Dec. 31, 2014
• US$139.3 million senior unsecured notes due Nov. 1, 2013

On Sept. 7, 2011, Standard & Poor's lowered its corporate credit rating on U.S.-based NewPage Corp. to 'D' from 'CCC'. All the issue-level ratings on the company's debt issues were also lowered to 'D'. NewPage is engaged in the manufacturing, marketing, and distribution of printing papers in North America.

The rating action followed the company's filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code to implement its restructuring plan. NewPage plans to continue operating its U.S. businesses as usual during the Chapter 11 restructuring and has obtained a commitment for up to $600 million in DIP financing. As of June 30, 2011, the company had reported debt, including that of its parent company, of $3.4 billion.

On Oct. 10, 2011, Standard & Poor's assigned a 'BB+' rating on NewPage's $350 million DIP asset-based revolving loan (ABL) facility and a 'BB-' rating on the company's $250 million DIP term loan. The facilities mature 18 months after the filing date of the bankruptcy petition (Sept. 7, 2011) and constitute superpriority administrative expense claims. The higher rating on the ABL facility reflects its "first-out" position relative to the term loan in a default scenario and our expectation that the ABL facility will retain ample collateral coverage if the bankruptcy converts to Chapter 7 asset liquidation.

On Nov. 28, 2011, we withdrew the 'D' issue-level ratings on NewPage's first-lien notes, second-lien notes, and senior subordinated notes. The ratings actions followed the company's filing of a voluntary petition under Chapter 11 to implement its restructuring plan on Sept. 7, 2011. The company plans to operate in the U.S. as usual during the Chapter 11 restructuring and has obtained DIP financing, including a $250 million DIP term loan and a $350 million DIP revolving credit facility.

Table 25

General Maritime Corp.

Funmi Afonja, New York (1) 212-438-4711; Philip Baggaley, New York (1) 212-438-7683

• US$300 million 12% senior notes due Nov. 15, 2017
• US$200 million senior secured delay-draw bank loan due April 30, 2018
• US$50 million senior secured revolver due July 16, 2015
• US$322 million senior secured delay-draw bank loan due July 16, 2015
• US$550 million senior secured revolver due June 6, 2016
• US$750 million senior secured revolver due Oct. 26, 2012

On Oct. 4, 2011, Standard & Poor's lowered its long-term corporate rating on U.S.-based shipping company General Maritime Corp. to 'SD' from 'CCC+'. At the same time, we lowered our ratings on the company's senior unsecured notes to 'C' from 'CCC-' and placed those ratings on CreditWatch with negative implications.

The rating action on General Maritime followed the amendment to the company's credit agreement that allowed it to pay down the revolver sublimit of its 2010 credit facility, in lieu of a scheduled principal amortization on the term loan portion of the facility.

On Nov. 16, 2011, Standard & Poor's lowered its long-term corporate rating on General Maritime to 'D' from 'SD'. At the same time, we lowered our rating on the company's senior unsecured notes to 'D'. The rating action followed the confidential information that General Maritime shared with Standard & Poor's regarding its debt obligations. General Maritime's credit quality has deteriorated significantly over the past year, primarily because of earnings erosion arising from weak tanker rates.

In the first week of December, General Maritime announced plans to seek Chapter 11 protection. As per the terms of the agreement, General Maritime is expected to reduce its funded indebtedness significantly to improve its liquidity profile without disruption in operation.

Table 26

Travelport Holdings Ltd.

Richard Sugden, London (44) 20-7176-7124; Olli Rouhiainen, London (44) 20-7176-3769; Marc Lewis, London (44) 20-7176-7069

• US$422.5 million floating rate senior PIK notes consist of two tranches notes due Dec. 1, 2016
• € 160 million 10.875% senior sub notes due Dec. 31, 2013
• € 235 million senior euro notes due Sept. 1, 2014
• US$150 million senior notes due Sept. 1, 2014
• US$150 million synthetic letter of credit facility bank loan due Aug. 23, 2013
• US$250 million 9% bonds due March 1, 2016
• US$3.2 billion term loan facility bank loan due Aug. 23, 2013
• US$300 million 11.875% senior sub notes due Sept. 1, 2016
• US$300 million revolving credit facility bank loan due Aug. 23, 2102
• US$450 million 9.875% senior notes due Sept. 1, 2014
• US$617.62 million senior secured term loan due Aug. 23, 2015
• US$902.88 million senior secured delay draw term loan due Aug. 23, 2015
• US$1.41 billion senior secured term loan due Aug. 23, 2013
• US$305.73 million senior secured term loan due Aug. 23, 2015
• US$136.9 million senior secured term loan due Aug. 23, 2015
• US$620 million senior secured term loan due Aug. 23, 2013
• US$1.04 billion senior secured term loan due Aug. 23, 2013
• US$13.1 million senior secured letter of credit due Aug. 23, 2013
• US$1.1 billion unsecured PIK term loan due March 27, 2012
• US$135 million unsecured PIK term loan due Sept. 30, 2012
• US$287.5 million unsecured PIK term loan due Dec. 1, 2016
• US$207.5 million secured PIK term loan due Dec. 1, 2016

On Oct. 5, 2011, Standard & Poor's lowered its long-term corporate credit ratings on U.S.-based travel services provider Travelport Holdings Ltd. and indirect subsidiary Travelport LLC to 'SD' from 'CC'. The downgrades followed the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million PIK loan in March 2012.

On Oct. 14, 2011, we raised the long-term corporate credit ratings on Travelport Holdings and Travelport LLC to 'B-' from 'SD' following its capital restructuring. The outlook is stable. As part of the capital restructuring, Travelport extended the maturity of $422.5 million of PIK loans in two tranches to September 2012 and December 2016.

The ratings on Travelport Holdings and its subsidiary reflect our view of Travelport's business risk profile as fair and its financial risk profile as highly leveraged, which is largely a result of the seasonal and cyclical nature of the business the Travelport group operates in. The sector is witnessing stiff competition on pricing and is exposed to event risk. Travelport's liquidity position is less than adequate. As per our forecast, by Oct. 31, 2012, sources of liquidity should cover uses of liquidity by more than 3.0x. Because of its upcoming debt maturities amounting to $166 million by August 2013, Travelport's liquidity uses and sources ratios will further weaken in 2013. The company's deteriorated standing in credit markets after two selective defaults in the past three years will also weaken its future liquidity.

Table 27

Yioula Glassworks S.A.

Rachel Lion, London (44) 207-176-6680; Sabine Gromer, London (44) 20 7176 6010

• €132.9 million 9% callable notes due Dec. 1, 2015
• €10 million senior secured term loan due Nov. 23, 2011
• €168 million senior secured term loan due Feb. 29, 2012
• €15.5 million senior secured term loan due Sept. 15, 2015

On Oct. 7, 2011, Standard & Poor's lowered its long-term corporate credit rating on Greece-based glass container manufacturer Yioula Glassworks S.A. to 'SD' from 'CCC+'. The rating action follows company's failure to finalize the refinancing of its €15 million loan from Piraeus Bank S.A. before the loans matured on Sept. 26, 2011. The loan matured but has not been repaid. Yioula's liquidity is weak as a result of the group's low cash balance and immediate refinancing needs. Additionally, the group depends on external funding from strained financial markets in Greece.

On Oct. 19, 2011, Standard & Poor's raised the long-term corporate credit rating on Yioula to 'CC' from 'SD' on its bank loan extension. The outlook is negative. At the same time, we affirmed our issue rating of 'CC' on Yioula's senior unsecured notes. The rating action on Yioula is following its reduced immediate liquidity risk after it extended its €15 million loan from Piraeus Bank to Dec. 31, 2011.

Table 28

Wastequip Inc.

Gregoire Buet, New York (1) 212-438-4122; Sarah Wyeth, New York (1) 212-438-5658

• US$50 million revolving credit facility bank loan due Feb. 5, 2012
• US$331 million term loan bank loan due Feb. 5, 2013
• US$85 million senior secured term loan due Feb. 5, 2013

On Oct. 19, 2011, Standard & Poor's lowered its long-term corporate credit rating on U.S.-based waste-handling equipment and recycling equipment manufacturer Wastequip Inc. to 'SD' from 'CCC-'. We placed the 'CCC' issue level rating on the company's senior secured debt on CreditWatch with negative implications. The rating action reflected confidential information that Wastequip made available to us regarding its unrated mezzanine loan.

On Nov. 23, 2011, we raised the long-term corporate credit rating on Wastequip Inc. to 'CC' from 'SD' as a result of an amendment of its unrated mezzanine loan that cured an event of default under the facility. We understand that Wastequip is in compliance with its various debt agreements and that it has access to a cash balance of more than $50 million.

Table 29

Trailer Bridge Inc.

Funmi Afonja, New York (1) 212-438-4711; Anita Ogbara, New York (1) 212-438-5077

• US$85 million 9.25% senior secured notes due Nov. 15, 2011
• US$16.92 million guaranteed notes due March 30, 2023
• US$10.52 million guaranteed notes due Sept. 30, 2022
• US$10 million senior secured term loan due April 23, 2012
• US$85 million 9.25% senior secured notes due Nov. 15, 2011
• US$16.92 million guaranteed notes due March 30, 2023
• US$10.52 million guaranteed notes due Sept. 30, 2022
• US$10 million senior secured term loan due April 23, 2012

On Oct. 26, 2011, Standard & Poor's lowered its long-term corporate credit rating on U.S.-based trucking and marine freight carrier Trailer Bridge Inc. to 'SD' from 'CCC' and removed it from CreditWatch. The rating action reflected imminent refinancing risk and a high probability of default.

On Nov. 1, 2011, we raised the long-term corporate credit ratings on Trailer Bridge to 'CC' from 'SD' and placed it on CreditWatch with negative implications. The rating action reflected confidential information on its debt obligations.

On Nov. 16, 2011, Standard & Poor's lowered the long-term corporate credit rating on Trailer Bridge to 'D' from 'CC' following its failure to make the principal and interest payments due on its $82.5 million senior secured notes that matured Nov. 15, 2011. Likewise, the company also defaulted in its two unrated senior secured debt whose loan forbearance period expired on Oct. 15, 2011, thereby giving the senior secured debt holders the right to accelerate payments due.

In the third week of December, Trailer Bridge filed for Chapter 11 bankruptcy protection to restructure its balance sheet, including $82.5 million in 9.25% senior secured notes that matured in Nov. 15, 2011. The company had failed to make the principal and interest payments.

Table 30

MF Global Holdings Ltd.

Vikas Jhaveri, New York (1) 212-438-3693; Robert B Hoban, Jr., London (44) (0)20 7176 7202

• US$250 million 1.875% convertible senior notes due Feb. 1, 2016
• US$325 million 3.375% convertible notes due Aug. 1, 2018
• US$325 million 6.25% notes due Aug. 8, 2016
• US$150 million 9% convertible notes due June 20, 2038
• US$689.6 million unsecured revolver due June 15, 2014
• US$511.25 million unsecured revolver due June 15, 2012
• US$300 million senior secured revolver due June 27, 2012

On Oct. 31, 2011, Standard & Poor's lowered its counterparty credit rating on U.S.-based brokerage and investment banking firm MF Global Holdings Ltd. to 'D' from 'BBB-' following its filing of Chapter 11 bankruptcy protection. At the same time, we removed the ratings from CreditWatch negative, reflecting our opinion that the company will be unable to generate near-term profitability as a result of erosion of confidence in the company.

Table 31

Hovnanian Enterprises Inc.

George Skoufis, New York (1) 212-438-2608; Lisa Sarajian, New York (1) 212-438-2597

• US$797 million 10.625% first-lien notes due Oct. 15, 2016
• US$200 million 6.25% notes due Jan. 15, 2015
• US$300 million 6.25% notes due Jan. 15, 2015
• US$150 million 6.375% notes due Dec. 15, 2014
• US$215 million 6.5% notes due May 15, 2014
• US$300 million 7.5% notes due May 15, 2016
• US$250 million 8.625% notes due May 15, 2017
• US$155 million 11.875% senior notes due Oct. 15, 2015
• US$13.58 million 12.07% senior subordinated notes due Feb. 15, 2014

On Nov. 2, 2011, Standard & Poor's lowered its corporate credit rating on Hovnanian Enterprises Inc. to 'SD' from 'CC'. We also lowered our ratings on the company's rated senior unsecured notes to 'D' from 'C'.

The rating actions followed the company's announcement that it had completed its debt exchange offer, exchanging $195 million of its seven series of senior unsecured notes for $195 million of new senior secured notes, which comprises $141.8 million 5% senior secured notes due 2021 and $53.2 million 2% senior secured notes due 2021. According to our criteria, the tender offer is viewed as distressed and equivalent to a default given the company's stressed and highly leveraged financial risk profile.

On Nov. 3, 2011, following the completion of the debt exchange offer and review of Hovnanian's business and financial prospects, Standard & Poor's raised the corporate credit rating on Hovnanian to 'CCC-' from 'SD'. Our ratings on Hovnanian reflected the company's highly leveraged financial risk profile, a less-than-adequate liquidity position, and very weak credit metrics.

Table 32

River Rock Entertainment Authority

Michael Halchak, New York (1) 212-438-7459; Melissa Long, New York (1) 212-438-3886

• US$200 million 9.75% senior notes due Nov. 1, 2011

On Nov. 2, 2011, Standard & Poor's lowered its issuer credit rating on Native American casino operator River Rock Entertainment Authority (RREA) to 'D' from 'CCC' after RREA failed to repay principal of its existing $200 million senior notes at maturity.

The repayment of the principal on its senior notes was due on Nov. 1, 2011, which the entity failed to pay, constituting a default under the terms of the notes' indenture.

On Jan. 19, 2012, Standard & Poor's withdrew its ratings, including its 'D' issuer credit rating, on RREA at the request of the issuer.

Table 33

Dynegy Holdings LLC

Swaminathan Venkataraman, San Francisco (1) 415-371-5071; Andrew J Giudici, New York (1) 212-438-1659

• US$235 million 7.5% senior unsecured notes due June 1, 2015
• US$175 million 7.125% senior debentures due May 15, 2018
• US$550 million 7.5% senior notes due June 1, 2015
• US$175 million 7.625% senior debentures due Oct. 15, 2026
• US$1.1 billion 7.75% senior notes due June 1, 2019
• US$1.047 billion 8.375% senior notes due May 1, 2016
• US$500 million 8.75% senior notes due Feb. 15, 2012
• US$150 million unsecured LOC due Dec. 31, 2012
• US$600 million senior secured term loan due Aug. 5, 2016
• US$1.1 billion term loan B bank loan due Aug. 5, 2016

On Nov. 8, 2011, Standard & Poor's lowered the corporate credit rating and all issue ratings on Dynegy Holdings LLC (DH) to 'D' from 'CC'.

The rating actions followed the bankruptcy filing on Nov. 7, 2011, by DH and four of its wholly owned subsidiaries: Dynegy Northeast Generation Inc., Hudson Power LLC., Dynegy Danskammer LLC (Danskammer), and Dynegy Roseton LLC.

The bankruptcy filing was part of a Restructuring Support Agreement (RSA) between DH and a group of investors holding more than $1.4 billion of the company's senior unsecured notes, creating a framework for the consensual restructuring of more than $4 billion of obligations owed by DH.

DH's obligations include $3.4 billion of senior unsecured notes, $200 million of subordinated notes, about $130 million of accrued interest, and the Danskammer-Roseton lease claims. We now expect DH to reject the Danskammer-Roseton leases.

Table 34

SEAT Paginegialle SpA

Carlo Castelli, London (44) 20-7176-3670; Melvyn Cooke, Paris (33) 1-4420-6783

• €550 million 10.5% bonds due Jan. 31, 2017
• €200 million 10.5% bonds due Jan. 31, 2017
• €600 million floating rate senior secured first-lien bullet term Loan B bank loan due June 30, 2013
• €1.93 billion floating rate senior secured first-lien term loan A facility bank loan due June 30, 2012
• €90 million senior secured first-lien revolving facility bank loan due May 31, 2012
• €1.3 billion 8% callable second lien bonds due April 30, 2014

On Nov. 8, 2011, Standard & Poor's lowered its long-term corporate credit rating on Italy-based international publisher of classified directories SEAT PagineGialle SpA (SEAT) to 'SD' from 'CC'.

Standard & Poor's downgraded SEAT after the company delayed interest payment (about €52 million) on the subordinated bonds issued by Lighthouse International beyond the fifth business day after the scheduled due date.

On Jan. 6, 2012, Standard & Poor's lowered its issue rating on SEAT's senior secured bank debt to 'D' from 'CCC-'. All our other ratings on SEAT, including the long-term corporate credit rating of 'SD', are unchanged.

The 'SD' long-term corporate credit rating on SEAT reflected Standard & Poor's belief that the company was still current on its €750 million senior secured bonds, whose next interest payment was due at the end of January 2012. According to Standard & Poor's definition, a selective default is representative of an issuer defaulting on one issue or class of issues but honoring others in a timely fashion.

Table 35

Chukchansi Economic Development Authority

Michael Halchak, New York (1) 212-438-7459; Carissa Schreck, New York (1) 212-438-4634

• US$110 million senior notes due Nov. 15, 2012
• US$200 million 8% senior notes due Nov. 15, 2013

On Sept. 19, 2011, Standard & Poor's lowered the issuer credit and issue-level ratings on U.S.-based Chukchansi Economic Development Authority (CEDA) to 'B-' from 'B'. The downgrade reflected our view of the increased risk of CEDA successfully completing a refinancing, given the likelihood of a new entrant in the market in the intermediate term, which we believed could have a significant impact the company's cash flow.

On Nov. 3, 2011, Standard & Poor's withdrew its ratings, including its 'B-' issuer credit rating, on CEDA at the request of the issuer.

After missing an interest payment in the week of Nov. 15, 2011, CEDA was looking to restructure debt of US$310 million on Chukchansi Gold Resort.

Table 36

PMI Group Inc.

Miles Kaschalk, New York (1) 212-438-9375; Ron Joas, New York (1) 212-438-3131

• US$250 million 6% notes due Sept 15, 2016
• US$150 million 6.25% notes due Sept. 15, 2036
• US$300 million 4.5% senior notes Convertible due April 15, 2020
• US$360 million 2.5% senior convertible notes due July 15, 2021

On Oct. 20, 2011, the Arizona Department of Insurance seized the primary operating subsidiaries of The PMI Group Inc. (TPG). Following this, TPG filed a motion on Oct. 28, 2011, with the Superior Court of the State of Arizona to vacate the seizure, which was denied on Nov. 22, 2011. As a result, TPG filed a voluntary petition for relief. TPG's US$685 million of senior unsecured notes and US$51.5 million of junior subordinated unsecured notes have become due and payable as a result of filing for bankruptcy.

On Nov. 28, 2011, Standard & Poor's lowered its counterparty credit rating on TPG to 'D' from 'CC'. Standard & Poor's downgraded TPG after it had released a statement announcing that it had filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on Nov. 23, 2011.

Table 37

AMR Corp.

Philip Baggaley, New York (1) 212-438-7683; Millie Roy, New York (1) 212-438-4162; Gregory Maddock, New York (1) 212-438-7205

• US$276.4 million 13% secured notes series 2009-2 due Aug. 1, 2016
• US$1 billion 7.5% senior secured notes due March 15, 2016
• US$15 million 9.14% senior unsecured notes due Feb. 21, 2012
• US$8 million 10.15% senior unsecured notes due May 15, 2020
• US$350 million 9% debentures due Aug. 1, 2012
• US$21 million 9.2% medium-term notes series C due Jan. 30, 2012
• US$200 million 9.75% debentures due Aug. 15, 2021
• US$100 million 9.8% debentures due Oct. 1, 2021
• US$200 million 9.88% notes due June 15, 2020
• US$350 million 10% debentures due April 15, 2021
• US$40 million 10.125% medium-term notes series C due June 1, 2021
• US$125 million 10.2% debentures due March 15, 2020
• US$450 million 10.5% senior secured notes due Oct. 15, 2012
• US$300 million 4.5% senior convertible notes due Feb. 15, 2024
• US$460 million 6.25% senior convertible notes due Oct. 15, 2014
• US$4.25 million 10.29% senior unsecured notes due March 8, 2021
• US$4.1 million 10.55% senior unsecured notes due March 12, 2021
• US$281.5 million senior secured delay draw term loan due Sept. 16, 2017
• US$100 million 8.625% debentures due March 1, 2017
• US$100 million 9% debentures due Sept. 15, 2016
• US$27 million 10.5% medium-term notes series B due March 1, 2021
• US$300 million 4.5% senior convertible notes due Sept. 23, 2023
• US$50 million 10.375% medium-term notes series B due March 15, 2021

On Nov. 29, 2011, Standard & Poor's lowered its ratings on AMR Corp. and American Airlines Inc., including the corporate credit ratings on both entities, to 'D' from 'CCC+'.

AMR's and American's bankruptcy filing occurred several weeks after American's pilot union rejected a contract proposal.

Table 38

Catalyst Paper Corp.

Jatinder Mall, Toronto (1) 416-507-2544; Rahul Arora, Toronto (416) 507-3228

• US$110 million 11% notes due Dec. 15, 2016
• US$280.4 million 11% notes due Dec. 15, 2016
• C$95 million 6.45% notes due July 25, 2016
• US$250 million 7.375% senior notes due March 1, 2014
• C$175 million senior secured term loan due May 31, 2016

On Dec. 16, 2011, Standard & Poor's lowered its long-term corporate credit rating on Canada-based company Catalyst Paper Corp., a diverse manufacturer of specialty mechanical printing papers, newsprint, and pulp, to 'SD' from 'CCC'. Standard & Poor's also lowered its debt rating on the company's US$110 million and US$280 million senior secured notes (11% due December 2016) to 'D' from 'CCC'. These rating actions reflected the company's announcement on Dec. 15, 2011, that it would defer interest payment on its December 2016 notes. Catalyst began the review of its capital structure in June 2011 and has been negotiating with existing 2014 and 2016 bondholders to deal with the existing debt structure.

On Nov. 28, 2011, Standard & Poor's kept its ratings on Catalyst on CreditWatch with negative implications, where they had been placed Aug. 8, 2011. The CreditWatch placement reflected our concern that the Catalyst's capital structure review could potentially lead to a distressed exchange offer for the existing US$250 million senior unsecured notes due 2014.

On Jan. 16, 2012, Catalyst reached an agreement with bondholders. The refinancing will be implemented through a plan of arrangement under the Canada Business Corp. Act. If carried out, holders of Catalyst's senior secured and senior notes will own 99.5% of the company's common shares. The remaining 0.5% will be held by holders of Catalyst's existing common shares.

Table 39

Aquilex Holdings LLC

James T Siahaan, New York (1) 212-438-3023; Henry Fukuchi, New York (1) 212-438-2023

• US$185 million term bank loan due April 1, 2016
• US$50 million revolving bank loan due April 1, 2015
• US$15 million senior secured term loan due Feb. 3, 2012
• US$225 million 11.125% senior notes due Dec. 15, 2016

On Dec. 16, 2011, Standard & Poor's lowered its corporate credit rating on U.S. based Aquilex Holdings LLC (the holding company of energy industry maintenance services provider Aquilex Corp.) to 'D' from 'CC'. The issue-level rating on the company's senior unsecured notes was also lowered to 'D' from 'C' and all of the ratings were removed from CreditWatch with negative implications.

The downgrade reflects Aquilex's failure to pay the scheduled interest on its $225 million senior unsecured notes which matured on Dec. 15, 2016. The semiannual interest payment was due on Dec. 15, 2011. Aquilex has been experiencing weak demand in its markets and breached its financial covenants in the third quarter of 2011. The company is operating under forbearance agreements with its secured lenders and senior unsecured noteholders, both of which expire on Feb. 3, 2012. Approximately 65% of Aquilex's outstanding senior noteholders have agreed not to take any enforcement action resulting from the missed interest payment.

Table 40

Delta Petroleum Corp.

Marc D Bromberg, New York (1) 212-438-5488; Carin Dehne-Kiley, New York (1) 212-438-1092

• US$115 million 3.75% notes convertible due May 1, 2037
• US$150 million 7% senior notes due April 1, 2015

On Nov. 11, 2011, Standard & Poor's lowered its corporate credit rating on U.S.-based exploration and production company Delta Petroleum Corp. (Delta) to 'CCC-' from 'CCC' with a negative outlook. The rating action followed Delta's announcement on Nov. 9, 2011, that the company might need to restructure its debt. The company has therefore appointed a chief restructuring officer.

Delta's financial risk profile has been highly leveraged. As of Sept. 30, 2011, Delta had more than $300 million in Standard & Poor's adjusted debt. For the 12 months ended Sept. 30, 2011, Delta incurred interest expense of about $36 million and capital spending of approximately $50 million but generated less than $25 million of EBITDA.

On Dec. 19, 2011, Standard & Poor's lowered its corporate credit rating on Delta to 'D' from 'CCC-'. The issue-level rating on Delta's senior unsecured notes was also lowered to 'D' from 'CC'. The downgrades followed Delta's announcement that it filed for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court.

Table 41

Broadlands Finance Ltd.

Gavin Gunning, Melbourne (61) 3-9631-2092; Peter Sikora, Melbourne (61) 3-9631-2094

On Dec. 16, 2011, Standard & Poor's lowered its long-term issuer credit ratings on New Zealand finance company Broadlands Finance Ltd. (BFL) to 'SD' from 'CC'. This rating action followed BFL's missed interest payment on its loan to its key shareholder, Mr. Anthony Radisich, on Dec. 15, 2011. This nonpayment of interest by BFL reflected a deed that was executed between BFL and its trustee company resulting in external debenture holders being repaid in priority to BFL's key shareholder.

Table 42

GMX Resources Inc.

Paul B Harvey, New York (1) 212-438-7696; Lawrence Wilkinson, New York (1) 212-438-1882

• US$283.5 million 11% senior secured notes due Dec. 1, 2017
• US$200 million 11.38% senior unsecured notes due Feb. 15, 2019
• US$86.25 million 4.5% notes due May 1, 2015
• US$125 million 5% notes due Feb. 1, 2013

On Nov. 30, 2011, Standard & Poor's lowered its ratings on oil and gas exploration and production company GMX Resources Inc. to 'CC' from 'CCC+'. The ratings were removed from CreditWatch negative, where they were placed on Nov. 7, 2011.

On Dec. 16, 2011, Standard & Poor's lowered its corporate credit rating on GMX to 'SD' from 'CC'. The company's issue-level ratings were also lowered to 'D' from 'CC', reflecting the completion of an exchange offer for a portion of its $200 million 11.375% senior notes due 2019. We considered the completion of such an exchange to be distressed and, as such, tantamount to a default under our criteria.

Table 43

SuperMedia Inc.

Chris Valentine, New York (1) 212-438-1434; Andy Liu, Chicago (1) 312-233-7052

• US$2.75 billion adjusted rate senior secured term bank loan due Dec. 31, 2015

On Dec. 16, 2011, Standard & Poor's lowered its corporate credit rating on U.S.-based yellow page directory publisher SuperMedia Inc. to 'SD' from 'CC'. Also, the issue-level ratings on the company's secured debt were lowered to 'D' from 'C'. The downgrade reflected the application of our criteria on SuperMedia's recent subpar repurchase transactions, which tantamount to a default.

Moreover, the company's Nov. 8, 2011, amendment allows for ongoing subpar repurchases of its term debt until 2014 as long as certain conditions are met. The term loan is trading at a significant discount to par value, which provides the company an economic incentive to pursue further subpar buybacks. These circumstances suggest a high probability of future subpar buybacks, in our view. The company has significant risks of continued structural and cyclical declines affecting the print directory sector, as well as increased competition. In our view, the company's debt leverage and poor operating outlook are indicators of financial distress.

SuperMedia completed its first repurchase of term debt after amending its credit agreement, which gives the company flexibility to repurchase term debt at prices below face value. The company used $117 million of cash to repurchase about $235 million of its term loan at approximately 50% of par.

On Dec. 23, 2011, Standard & raised its corporate credit rating on SuperMedia to 'CCC+' from 'SD' with a negative outlook. The upgrade reflected our assessment of the company's credit profile after the completion of its latest subpar repurchase transactions. The negative outlook reflected the expectation of continued revenue declines over the next few years, which could hinder refinancing of the company's 2015 term loan maturity despite likely future subpar repurchases.

Table 44

Dune Energy Inc.

Stephen Scovotti, New York (1) 212-438-5882; Lawrence Wilkinson, New York (1) 212-438-1882

• US$49.50 million floating secured notes due Dec. 15, 2016
• US$300 million 10.5% senior secured notes due June 1, 2012
• US$40 million senior secured term loan due March 15, 2012
• US$200 million senior secured revolver
• US$40 million senior secured term loan

On Dec. 23, 2011, Standard & Poor's lowered its unsolicited corporate credit rating on U.S.-based exploration and production company Dune Energy to 'SD' from 'CC'. We also lowered the company's issue-level ratings to 'D' from 'CC', reflecting the company's completion of an exchange offer for 99% of its $300 million 10.5% senior notes due in 2012. Holders of $297 million of principle amount of the senior secured notes exchanged their 10.5% senior secured notes for common stock, which, in the aggregate, constitute 97% of Dune's common stock post restructuring, and approximately $49.5 million of newly issued floating-rate senior secured notes due in 2016. We consider the completion of such an exchange to be a distressed exchange and, as such, tantamount to a default. Also, Dune's publicly rated debt is below our $200 million threshold for maintaining a rating.

Table 45