OVERVIEW On Dec. 17, 2013, U.S.-based payment solution and marketing services provider Harland Clarke Holdings Corp. (HCHC) announced that it entered into a definitive agreement to acquire Valassis Communication Inc. for $1.84 billion The company will finance the acquisition with cash on hand and through the issuance of a $500 million first-lien term loan, $275 million senior secured notes, and $590 million new unsecured notes. We are removing all ratings, including the 'B+' corporate credit rating from CreditWatch with negative implications and affirming all ratings, reflecting the company's new business composition. At the same time, we are assigning the company's proposed $500 million first-lien term loan and $275 million senior secured notes an issue-level rating of 'B+', with a recovery