TEXT-S&P rates Magnetite VII Ltd/Magnetite VII Corp notes

OVERVIEW
-- Magnetite VII Ltd./Magnetite VII Corp.'s issuance is a CLO
securitization backed by a revolving pool consisting primarily of broadly
syndicated senior secured loans.
-- We assigned our preliminary ratings to the class A, B, C, and D notes.
-- The preliminary ratings reflect our view of the transaction's credit
enhancement, legal structure, diversified collateral portfolio, and projected
timely interest and principal payments, among other factors.

NEW YORK (Standard & Poor's) Dec. 19, 2012--Standard & Poor's Ratings Services
today assigned its preliminary ratings to Magnetite VII Ltd./Magnetite VII
Corp.'s $552 million floating-rate notes (see list).

The note issuance is a collateralized loan obligation securitization backed by
a revolving pool consisting primarily of broadly syndicated senior secured
loans.

The preliminary ratings are based on information as of Dec. 19, 2012.
Subsequent information may result in the assignment of final ratings that
differ from the preliminary ratings.

The preliminary ratings reflect our view of:
-- The credit enhancement provided to the preliminary rated notes through
the subordination of cash flows that are payable to the subordinated notes.
-- The transaction's credit enhancement, which is sufficient to withstand
the defaults applicable for the supplemental tests (not counting excess
spread), and cash flow structure, which can withstand the default rate
projected by Standard & Poor's CDO Evaluator model, as assessed by Standard &
Poor's using the assumptions and methods outlined in its corporate
collateralized debt obligation criteria (see "Update To Global Methodologies
And AssumptionsRELATED CRITERIA AND RESEARCH
Related Criteria
-- Global Investment Criteria For Temporary Investments In Transaction
Accounts, May 31, 2012
-- Counterparty Risk Framework Methodology And Assumptions, May 31, 2012
-- Methodology For Analyzing Rating Confirmation Requests To Establish
Subsidiary Special-Purpose Entities In CDOs, Dec. 9, 2009
-- Update To Global Methodologies And Assumptions For Corporate Cash Flow
And Synthetic CDOs, Sept. 17, 2009
-- Surveillance Methodology For Global Cash Flow And Hybrid CDOs Subject
To Acceleration Or Liquidation After An EOD, Sept. 2, 2009
-- Methodology For Analyzing Rating Confirmation Requests To Replace
Collateral Managers In Global CDOs, Aug. 13, 2009
-- Revised CDO Current-Pay Criteria Assumptions For Corporate Debt When
Issuers Announce A Distressed Exchange Or Buyback, May 18, 2009
-- The Use Of Rating-Based Haircuts In Event Of Default
Overcollateralization Tests For CDOs, March 19, 2008
-- Qualification And Treatment Of Current-Pay Obligations In Global Cash
Flow CLOs, July 11, 2007
-- Legal Criteria For U.S. Structured Finance Transactions:
Special-Purpose Entities, Oct. 1, 2006
-- CDO Spotlight: General Cash Flow Analytics For CDO Securitizations,
Aug. 25, 2004
-- Structured Finance Criteria Introduced For Cayman Islands
Special-Purpose Entities, July 18, 2002
-- Global Cash Flow and Synthetic CDO Criteria: The CDO Product, March
21, 2002
Related Research
-- Presale: Magnetite VII Ltd./Magnetite VII Corp., Dec. 19, 2012
-- Global Structured Finance Scenario And Sensitivity Analysis: The
Effects Of The Top Five Macroeconomic Factors, Nov. 4, 2011

PRELIMINARY RATINGS ASSIGNED

Magnetite VII Ltd./Magnetite VII Corp.

Class Rating Amount

A-1 senior notes(i) AAA (sf) 0
A-1A AAA (sf) 360.00
A-1B AAA (sf) 12.00
A-2A AA (sf) 35.00
A-2B AA (sf) 40.00
B (deferrable) A (sf) 47.40
C (deferrable) BBB (sf) 28.80
D (deferrable) BB (sf) 28.80
Subordinated notes NR 58.15

(i)The class A-1 senior note will originally be issued with a principal amount
of zero. Upon a class A-1 exchange, the principal amount of the class A-1
senior notes will be equal to the aggregate outstanding amount of the class
A-1A and A-1B notes. NR--Not rated.