/raid1/www/Hosts/bankrupt/TCR_Public/200416.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 16, 2020, Vol. 24, No. 106

                            Headlines

AETERNA ZENTARIS: PwC Raises Substantial Going Concern Doubt
AFFILIATED CREDITORS: May 12 Disclosure Statement Hearing Set
AIKIDO PHARMA: Sabby Volatility, et al. Report 5.7% Stake
APEX PARKS: Files Chapter 11 Petition to Facilitate Sale
ASCENA RETAIL: Moody's Cuts CFR & Sr. Secured Rating to Caa3

BAYSIDE WASTE: Seeks Approval to Hire Stichter Riedel as Counsel
BIOLARGO INC: Haskell & White LLP Raises Going Concern Doubt
BLUE RACER: Fitch Places Outlook on 'BB-' LT IDR to Negative
BOMBARDIER INC: Moody's Lowers CFR to Caa2, Outlook Still Negative
BRAZIL MINERALS: Reports $2.08 Million Net Loss for 2019

BRAZOS DELAWARE II: Fitch Cuts IDR to CCC+ & Sec. Rating to CCC+
BREAD & BUTTER: Has Until Sept. 6 to Exclusively File Plan
BRIGGS & STRATTON: Moody's Cuts CFR to Caa3, Outlook Negative
BURLINGTON COAT: Moody's Cuts CFR to Ba2 & Rates New Sec. Notes Ba1
BURLINGTON STORES: Fitch Cuts LT IDR to 'BB-', Outlook Negative

C ROBERTSON: Seeks Court Approval to Hire Holder Law as Counsel
CALPINE CORP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
CALUMET SPECIALTY: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg
CAN B CORP: BMKR LLP Raises Substantial Going Concern Doubt
CCO HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable

CHARTER COMMUNICATIONS: Moody's Rates Senior Secured Notes 'Ba1'
CHILDREN FIRST: Taps Fuerst Ittleman David as Special Counsel
CINEMARK USA: Fitch Rates New $250MM Secured Notes 'BB+/RR1'
CINEMARK USA: Moody's Cuts CFR to B2 & Rates Secured Loans Ba2
CITGO PETROLEUM: Fitch Alters Outlook on 'B' LT IDR to Negative

COMMERCIAL METALS: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
COSMOS HOLDINGS: Incurs $3.3 Million Net Loss in 2019
CVR ENERGY: Fitch Alters Outlook on 'BB-' LT IDR to Negative
ENGSTROM INC: Case Summary & Unsecured Creditor
EPIC COMPANIES: Joint Liquidating Plan Confirmed by Judge

EVERGREEN PALLET: June 25 Plan Confirmation Hearing Set
FIELDWOOD ENERGY: Fitch Cuts IDR to CCC & Alters Outlook to Neg.
FINASTRA LIMITED: Fitch Affirms 'B' IDR, Outlook Negative
FLEXPOINT SENSOR: Sadler, Gibb & Assoc. Raises Going Concern Doubt
FOLSOM FARMS: Has Until May 18 to File Plan & Disclosures

FORESIGHT ENERGY: Ernst & Young LLP Raises Going Concern Doubt
FR BR HOLDINGS: Fitch Places Outlook on 'B-' LT IDR to Negative
FRONTIER COMMUNICATIONS: Case Summary & 50 Top Unsecured Creditors
FULTON WAREHOUSE: Seeks to Hire Paul Reece Marr PC as Attorneys
GENERAL NUTRITION: Moody's Cuts CFR to Ca, Outlook Negative

GLOBAL CLOUD: Regulated Businesses to Exit Chapter 11 This Year
GOODYEAR TIRE: Fitch Lowers IDR to 'BB-', Outlook Negative
HARSCO CORP: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative
HEALTHFIRST MEDICAL: Seeks to Hire Koch & Lipkea as Accountant
HOFFMASTER GROUP: Moody's Cuts CFR to Caa1, Alters Outlook to Neg.

IAA INC: Moody's Alters Outlook on Ba3 CFR to Negative
INDUSTRIAL MACHINERY: Seeks to Hire Kelley & Clements as Counsel
JOHN DAUGHERTY: Taps Nathan Sommers Jacobs as Bankruptcy Counsel
LAKE ROAD WELDING: Unsecureds to Have 10% Recovery Under Plan
LAMPKINS PATTERSON: Unsecureds to Have 5% Recovery Over 2 Years

LSC COMMUNICATIONS: Moody's Cuts PDR to D-PD on Chapter 11 Filing
MANHATTAN SCIENTIFICS: Lowers Net Loss to $1.22 Million in 2019
MIDDLESEX COUNTY: Moody's Reviews Caa2 Debt Rating for Downgrade
MOHIN ENTERPRISES: Unsecureds to Get 10% Over 5 Years
MORA HOUSE: Case Summary & Unsecured Creditor

NAVISTAR INT'L: Fitch Lowers IDR to 'B-', Outlook Negative
NC SPECIAL: Reorganization Plan Has 6% for Unsecured Creditors
NEXGEL INC: Has $1.92M Net Loss for the Year Ended Dec. 31, 2019
OAK LAKE: Unsecured Creditors to Get Full Payment in 5 Years
OMNIQ CORP: Haynie & Company Raises Going Concern Doubt

ONE SKY FLIGHT: Fitch Cuts Sr. Sec. Rating to 'B/RR3', Outlook Neg.
PACE INDUSTRIES: Files for Chapter 11 With Prepackaged Plan
PBF HOLDING: Fitch Cuts IDR to 'BB-' & Alters Outlook to Negative
PBF LOGISTICS: Fitch Cuts LT IDR to BB- & Alters Outlook to Neg.
PESCRILLO NIAGARA: Hires Gleichenhaus Marchese as Counsel

PETASOS RESTAURANT: Seeks to Hire Morrison Tenenbaum as Counsel
PRESSURE BIOSCIENCES: Incurs $11.7 Million Net Loss in 2019
PRIMESOURCE INC: Judge Grants 90-Day Exclusivity Period Extension
PROMETRIC HOLDINGS: Moody's Cuts CFR to B3, Outlook Negative
QUORUM HEALTH: S&P Lowers ICR to 'D' on Chapter 11 Filing

REYNOLDS GROUP: S&P Alters Outlook to Negative, Affirms 'B+' ICR
RICKEY CONRADT: Seeks Approval to Hire James Wilkins as Attorney
ROCK POND: Has Until May 18 to File Plan & Disclosures
ROCKY MOUNTAIN: Eagle to Assume Responsibility for All Operations
S&S CRAFTSMEN: Seeks Approval to Hire Johnson Pope as Counsel

S&S CRAFTSMEN: Seeks to Hire Stichter Riedel as Conflicts Counsel
SABLE PREMIUM: Fitch Cuts IDR to 'C' & Then Withdraws Ratings
SABRE GLBL: Moody's Rates New Senior Secured Notes 'Ba3'
SAEXPLORATION HOLDINGS: Hires Advisor to Explore Alternatives
SAEXPLORATION HOLDINGS: Incurs $22.6 Million Net Loss in 2019

SALLY BEAUTY: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
SEAFARER EXPLORATION: D. Brooks Raises Going Concern Doubt
SOUTHWESTERN ENERGY: S&P Downgrades ICR to 'BB-'; Outlook Negative
SPIRIT AEROSYSTEMS: Moody's Cuts CFR to Ba3 & Unsec. Rating to B1
STONEMOR PARTNERS: S&P Lowers ICR to 'CCC' on Liquidity Risks

SUPERCONDUCTOR TECHNOLOGIES: Marcum LLP Raises Going Concern Doubt
SUSGLOBAL ENERGY: SF Partnership LLP Raises Going Concern Doubt
TARONIS TECHNOLOGIES: Signs $1.3 Million Securities Purchase Deal
TENNECO INC: S&P Cuts ICR to 'B'; Ratings on Watch Negative
TEREX CORP: S&P Downgrades ICR to 'BB-'; Outlook Negative

TOUGHBUILT INDUSTRIES: Marcum LLP Raises Going Concern Doubt
TPC GROUP: S&P Lowers ICR to 'B-' on Reduced Demand; Outlook Neg.
TPT GLOBAL: Reports 2019 Net Loss of $14 Million
TRANSACT HOLDINGS: S&P Lowers ICR to 'CCC+'; Outlook Negative
TRANSDIGM INC: Moody's Rates $400MM Add-on Sec. Notes 'Ba3'

TRIUMPH HOUSING: Case Summary & 20 Largest Unsecured Creditors
VARSITY BRANDS: Moody's Alters Outlook on B3 CFR to Negative
WEWARDS INC: Has $180K Net Loss for Quarter Ended Feb. 29
WICKED WINGS: Seeks Approval to Hire Frank B. Lyon as Attorney
WITT RENTAL: Seeks Approval to Hire Jeffrey Colvin as Accountant

WYNN RESORTS: S&P Rates New $350MM Senior Unsecured Notes 'BB-'
YUMA ENERGY: Red Mountain Restructuring Agreement Terminated
ZENITH ENERGY: S&P Lowers ICR to 'B-' on Revised Forecasts
[*] Greenberg Traurig Expands Restructuring & Bankruptcy Practice
[*] K&E's Justin Bernbrock Moves to Sheppard Mullin

[*] Moody's Alters Outlook on Non-Bank Real Estate Lenders to Neg.
[*] Moody's Announces Rating Actions on 9 US Healthcare Companies
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

AETERNA ZENTARIS: PwC Raises Substantial Going Concern Doubt
------------------------------------------------------------
Aeterna Zentaris Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a
comprehensive loss of $7,027,000 on $532,000 of total revenues for
the year ended Dec. 31, 2019, compared to a comprehensive income of
$4,120,000 on $26,881,000 of total revenues for the year ended in
2018.

The audit report of PricewaterhouseCoopers LLP states that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $19,981,000, total liabilities of $22,444,000, and $2,463,000 in
total shareholders' deficiency.

A copy of the Form 20-F is available at:

                       https://is.gd/B1ey5T

Aeterna Zentaris Inc., a specialty biopharmaceutical company,
engages in developing and commercializing pharmaceutical therapies
for treating oncology and endocrinology.  Its commercial product is
the Macrilen, a ghrelin receptor agonist that stimulates the
secretion of growth hormone by binding to the GHSR-1a, a ghrelin
receptor, which is used for endocrinology and oncology indications.
The company has a license and assignment agreement with
Strongbridge Ireland Limited for the development, manufacturing,
registration, and commercialization of Macrilen in the United
States and Canada.  Aeterna Zentaris Inc. was incorporated in 1990
and is headquartered in Summerville, South Carolina.


AFFILIATED CREDITORS: May 12 Disclosure Statement Hearing Set
-------------------------------------------------------------
On March 27, 2020, debtor Affiliated Creditors, Inc., filed with
the U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, a Liquidating Plan and accompanying Disclosure
Statement.

On March 31, 2020, Judge Charles M. Walker ordered that:

   * May 12, 2020, at 10:00 a.m. in Courtroom Two, Customs House,
701 Broadway Nashville, TN 37203 is the hearing to consider
approval of the Disclosure Statement.

   * May 1, 2020, is the last day to file and serve objections to
the Disclosure Statement.

A full-text copy of the order dated March 31, 2020, is available at
https://tinyurl.com/sbbn47a from PacerMonitor at no charge.

The Debtor is represented by:

         Robert J. Gonzales
         Elliott W. Jones
         Nancy B. King
         EmergeLaw, PC
         4000 Hillsboro Pike, Suite 505
         Nashville, Tennessee 37215
         Tel: (615) 815-1535

                 About Affiliated Creditors

Affiliated Creditors, Inc. -- https://www.affiliatedcreditors.com/
-- provides innovative debt recovery solutions for its clients.  

Affiliated Creditors sought Chapter 11 protection (Bankr M.D. Tenn.
Case No. 20-01132) on Feb. 22, 2020.  At the time of filing, the
Debtor was estimated to have assets of $100 million to $500
million, and liabilities of $100 million to $500 million.  The case
is assigned to the Hon. Charles M. Walker.  Robert J. Gonzales,
Esq., at EMERGELAW, PLC, is the Debtor's counsel.


AIKIDO PHARMA: Sabby Volatility, et al. Report 5.7% Stake
---------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Sabby Volatility Warrant Master Fund, Ltd., Sabby
Management, LLC, and Hal Mintz disclosed that as of April 14, 2020
they beneficially own 2,000,000 shares of common stock of AIkido
Pharma Inc., which represents 5.77% of the shares outstanding.

Sabby Management, LLC and Hal Mintz do not directly own any shares
of Common Stock, but each indirectly owns 2,000,000 shares of
Common Stock.  Sabby Management, LLC, a Delaware limited liability
company, indirectly owns 2,000,000 shares of Common Stock because
it serves as the investment manager of Sabby Volatility Warrant
Master Fund, Ltd., a Cayman Islands
company.  Mr. Mintz indirectly owns 2,000,000 shares of Common
Stock in his capacity as manager of Sabby Management, LLC.

A full-text copy of the regulatory filing is available for free
at:

                       https://is.gd/WUD592

                          About AIkido

AIkido fka Spherix Incorporated was initially formed in 1967 and is
a biotechnology company with a diverse portfolio of small-molecule
anti-cancer therapeutics.  The Company's platform consists of
patented technology from leading universities and researchers and
it is currently in the process of developing an innovative
therapeutic drug platform through strong partnerships with world
renowned educational institutions, including The University of
Texas at Austin and Wake Forest University.  The Company's diverse
pipeline of therapeutics includes therapies for pancreatic cancer,
acute myeloid leukemia (AML) and acute lymphoblastic leukemia
(ALL).  In addition, the Company is constantly seeking to grow its
pipeline to treat unmet medical needs in oncology.

Spherix Incorporated reported a net loss of $4.18 million for the
year ended Dec. 31, 2019, compared to net income of $1.73 million
for the year ended Dec. 31, 2018.  As of Dec. 31, 2019, the Company
had $11.28 million in total assets, $750,000 in total liabilities,
and $10.53 million in total stockholders' equity.

Marcum LLP, in New York, NY, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated Jan. 31,
2020 citing that the Company has historically incurred losses from
operations and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


APEX PARKS: Files Chapter 11 Petition to Facilitate Sale
--------------------------------------------------------
Apex Parks Group, LLC, on April 8, 2020, disclosed that it is
pursuing a comprehensive financial restructuring aimed at reducing
the Company's current debt and, ultimately, enhancing operations to
continue to serve guests and communities for years to come.  As
part of this process, Apex expects to enter into a stalking horse
purchase agreement ("Agreement") with the Company's prepetition
secured lenders ("Lenders") to sell substantially all of the
Company's assets and operations and has filed for Chapter 11 of the
United States Bankruptcy Code in the District of Delaware to
facilitate the sale.  The Lenders will also provide financing to
support the Company during the restructuring.

"The actions we are taking will help better position the Company
for the future and enable us to continue serving our guests, team
members and other business partners in the years ahead," said John
Fitzgerald, Apex CEO.  "Apex has faced a number of challenges in
recent years, including increased industry competition and
consolidation, extensive operational expenditures and the seasonal
nature of the business.  To address these challenges, we have
implemented numerous operational initiatives to increase
profitability; however, despite these efforts and the hard work of
our team members, continuing market headwinds and operational
challenges have prevented us from meaningfully improving financial
performance.  After an exhaustive examination of all options, we've
determined that a sale of the Company through the Chapter 11
process is the best path forward to enable Apex to focus on future
operational transformation and growth."

The Chapter 11 process will not affect the operations of Apex's 10
family entertainment centers and two water parks in California,
Florida, and New Jersey.  The Company has temporarily closed all
locations in accordance with federal and local government mandates
and CDC guidelines to proactively protect guests and employees in
response to the COVID-19 pandemic but expects to return to
operating in the ordinary course upon reopening of the locations.

Upon resumption of regular business operations, the Company intends
to:

   -- Honor customer programs such as Season Passes and gift cards
at its operating parks
   -- Pay employee wages and benefits in the ordinary course of
business
   -- Pay vendors and suppliers in a timely fashion

"We look forward to reopening the parks so that we can continue to
provide exceptional and memorable guest experiences for our
communities," Mr. Fitzgerald added.  "I also want to extend our
deepest gratitude to our team members.  We recognize this is a
challenging time on numerous fronts and look forward to us all
returning to work."

The Company will file various first-day motions along with the sale
motion and stalking horse purchase agreement in the coming days.
To ensure maximum recovery for all stakeholders, the stalking horse
bid provides a baseline bid against which the Company will seek
higher or otherwise better offers.

Court filings, as well as other information related to the
restructuring, are available at http://www.kccllc.net/apex,or by
calling (866) 967-1781 (US/Canada Toll Free Number) or (310)
751-2681 (International Toll Number).

Pachulski Stang Ziehl & Jones LLP is serving as legal advisor to
the Company and Scott Avila of Paladin Management Group is serving
as Chief Restructuring Officer.

                   About Apex Parks Group

Apex Parks Group -- http://www.apexparksgroup.com/-- is a
privately held company with 10 family entertainment centers and two
water parks.  Properties are located in California, Florida, and
New Jersey.  Apex Parks Group was founded in 2014 to acquire and
operate best-in-class out-of-home entertainment assets operated
with a commitment to excellence, to the communities they serve, and
to delivering value that exceeds expectations.



ASCENA RETAIL: Moody's Cuts CFR & Sr. Secured Rating to Caa3
------------------------------------------------------------
Moody's Investors Service downgraded Ascena Retail Group, Inc.'s
corporate family rating to Caa3 from Caa2, probability of default
rating to Caa3-PD from Caa2-PD, and senior secured term loan rating
to Caa3 from Caa2. The speculative-grade liquidity rating was
downgraded to SGL-3 from SGL-2 and the outlook remains negative.

The CFR, PDR and term loan downgrades reflect Moody's view that
Ascena faces a heightened probability of default, due to its high
leverage and significant expected earnings declines driven by
COVID-19-related temporary store closures, weak consumer spending
and intense promotional activity.

The SGL downgrade to SGL-3 from SGL-2 reflects Moody's projections
that Ascena will have lower but nevertheless adequate liquidity
over the next 12-18 months. The company had an estimated $604
million cash balance as of February 1, 2020 pro-forma for the $230
million borrowing on its asset-based revolver, which provides it
with sufficient liquidity to operate through a limited period of
store closures.

Moody's took the following rating actions for Ascena Retail Group,
Inc.:

  Corporate family rating, downgraded to Caa3 from Caa2

  Probability of default rating, downgraded to Caa3-PD from
  Caa2-PD

  Speculative grade liquidity rating, downgraded to SGL-3 from
  SGL-2

  $1.8 billion ($1.25 billion outstanding) senior secured first
  lien term loan B due 2022, downgraded to Caa3 (LGD3) from
  Caa2 (LGD3)

  Outlook, remains negative

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The non-food
retail sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in Ascena's credit
profile, including its exposure to widespread store closures and US
discretionary consumer spending have left it vulnerable to these
unprecedented operating conditions, and Ascena remains vulnerable
to the outbreak continuing to spread. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Its action reflects the impact on Ascena's of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

Ascena's Caa3 CFR is constrained by Moody's view that default risk
is elevated as a result of the company's high leverage, 2022 debt
maturities, and expectations for declining earnings over the next
12-18 months. Funded debt/EBITDA was 8.1 times as of February 1,
2010, pro-forma for the debt repurchase made in Q3 2019 and the
subsequently announced ABL revolver borrowings. Moody's expects a
significant increase in leverage over the next 12-18 months, as a
result of steep initial EBITDA declines driven by COVID-19-related
temporary store closures, as well as lower consumer spending and
high promotional activity. The company's credit profile is further
constrained by Ascena's operations in the women's apparel sector,
which is characterized by high fashion risk, intense competition
and margin pressure from e-commerce investments. The rating also
reflects governance considerations, specifically the potential for
additional debt repurchases at a significant discount over time,
which Moody's could view as a distressed exchange. In addition, as
a retailer, Ascena needs to make ongoing investments in its brand
and infrastructure, as well as in social and environmental drivers
including responsible sourcing, product and supply sustainability,
privacy and data protection.

At the same time, the rating reflects Moody's view that the company
will have adequate liquidity over the next 12-18 months. The rating
also incorporates Ascena's scale and portfolio of well-known
women's apparel brands.

The negative outlook reflects the elevated probability of default
and the risk of greater than anticipated liquidity pressure as a
result of extended store closures or a steeper than expected
decline in demand once stores reopen.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be downgraded if the probability of default
increases or recovery prospects weaken.

The ratings could be upgraded if the company addresses its capital
structure and maturities and improves its operating performance.

Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc.
(Ascena) operates close to 2,900 women's specialty retail stores
throughout the United States, Canada and Puerto Rico under the
brands LOFT, Ann Taylor, Justice, Lane Bryant, and Catherines.
Revenue for LTM period ended February 1, 2020 was approximately
$4.7 billion (pro-forma for the dress barn winddown).

The principal methodology used in these ratings was Retail Industry
published in May 2018.


BAYSIDE WASTE: Seeks Approval to Hire Stichter Riedel as Counsel
----------------------------------------------------------------
Bayside Waste Services, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Stichter, Riedel,
Blain & Postler, P.A. as Chapter 11 counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) render legal advice with respect to the Debtor's powers
and duties as debtor-in-possession, the continued operation of the
Debtor's business, and the management of its property;

     (b) prepare on behalf of the Debtor necessary motions,
applications, orders, reports, pleadings, and other legal papers;

     (c) appear before the Court and the United States Trustee to
represent and protect the interests of the Debtor;

     (d) assist with and participating in negotiations with
creditors and other parties in interest in formulating a plan of
reorganization, drafting such a plan and a related disclosure
statement, and taking necessary legal steps to confirm such a
plan;

     (e) represent the Debtor in all adversary proceedings,
contested matters, and matters involving administration of this
case;

     (f) represent the Debtor in negotiations with potential
financing sources, and preparing contracts, security instruments
and other documents necessary to obtain financing;

     (g) represent the Debtor in sale negotiations with potential
purchasers, and prepare letters of intent, asset purchase
agreements, and other documents associated with the sale of
substantially all of the assets of the estate; and

     (h) perform all other legal services that may be necessary for
the proper preservation and administration of this Chapter 11
case.

Prior to the Chapter 11 case filing on March 18, 2020, the firm
received the aggregate sum of $7,500.00 from the Debtor.

The Debtor has agreed to compensate the firm on an hourly basis in
accordance with the firm's ordinary and customary rates which are
in effect on the date the services are rendered, subject only to
approval of the Court.

Scott A. Stichter, an attorney at Stichter Riedel Blain & Postler,
P.A., disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 327(a) of the Bankruptcy Code
and Rule 2014 of the Federal Rules of Bankruptcy Procedure.

The firm can be reached through:

     Scott A. Stichter, Esq.
     STICHTER RIEDEL BLAIN & POSTLER P.A.
     110 East Madison Street, Suite 200
     Tampa, FL 33602
     Telephone: (813) 229-0144
     E-mail: sstichter@srbp.com

                    About Bayside Waste Services, LLC

Bayside Waste Services, LLC, a Tampa, Florida-based provider of
environmental services, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02359), on March 18,
2020. The petition was signed by Paul J. Simon, its manager. As of
February 29, 2020, the Debtor had $769,198 in total assets and
$1,376,899 in total liabilities. The Debtor tapped Stichter Riedel
Blain & Postler, P.A. as its counsel.


BIOLARGO INC: Haskell & White LLP Raises Going Concern Doubt
------------------------------------------------------------
BioLargo, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$11,440,000 on $1,861,000 of total revenue for the year ended Dec.
31, 2019, compared to a net loss of $10,696,000 on $1,364,000 of
total revenue for the year ended in 2018.

The audit report of Haskell & White LLP states that the Company has
experienced recurring losses, negative cash flows from operations,
has limited capital resources, a net stockholders’ deficit, and
significant debt obligations coming due in the near term. These
matters raise substantial doubt about the Company’s ability to
continue as a going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $3,621,000, total liabilities of $5,801,000, and a total
stockholders' deficit of $2,180,000.

A copy of the Form 10-K is available at:

                       https://is.gd/sv6bj6

BioLargo, Inc. provides technology-based products and environmental
engineering solutions in the United States.  The company operates
through Odor-No-More, BLEST, BioLargo Water, and Clyra Medical
segments. Its platform technology, Advanced Oxidation System (AOS)
is a water treatment system for decontamination and disinfection.
The company offers odor and volatile organic compound control
products, and AOS water treatment technologies, as well as
professional engineering and consulting services.  In addition, it
offers wound care products for traumatic injury, diabetic ulcers,
and chronic hard-to-heal wounds. The company provides its products
under the CupriDyne Clean and Nature's Best Science brand names.
BioLargo is based in Westminster, California.


BLUE RACER: Fitch Places Outlook on 'BB-' LT IDR to Negative
------------------------------------------------------------
Fitch Ratings has affirmed Blue Racer Midstream, LLC's Long-Term
Issuer Default Rating of 'BB-' and the 'BB-'/'RR4' rating to Blue
Racer's senior unsecured notes due 2022 and 2026. These notes have
been co-issued with Blue Racer Finance Corp. Additionally, Fitch
has affirmed the 'BB+'/'RR1' rating on the $1 billion senior
secured revolving credit facility. The Rating Outlook was revised
to Negative from Stable.

The Outlook revision reflects the uncertainty over volume flows as
the producers cut capital spending and reduce drilling activity.
The actions on Blue Racer's processing operations occur in a
context of certain members of OPEC+ effectively changing the policy
of withholding production to maintain relatively stable oil prices.
Cartel leader Saudi Arabia has adopted a pump-at-will policy. The
pressure on existing policy was acute given the sharp decrease in
global energy demand brought on by the coronavirus pandemic. Since
the beginning of 2020, a number of natural gas producers, some of
which include Blue Racer's major customers, have announced
reduction in planned development spending and tempered production
expectations.

Blue Racer's leverage, as of Dec. 31, 2019, was 5.2x, above Fitch's
expectation of 4.5x. Higher than expected construction costs for
the 200 mmbcf/d expansion of the Natrium processing plant and lower
volumes drove the higher leverage. While volumes were down from
forecast, processed volumes were up 17% in 2019 over 2018. Under
its forecast, Fitch expects leverage to range from 4.5x - 5.1x,
within the negative sensitivity of leverage higher than 5.5x.

Fitch's price deck for oil and natural gas establishes guideposts
for the execution of Fitch's policy of rating through the cycle.
The price deck serves as the main basis for the new Fitch forecast.
Producer commentary is also used for those in the Appalachian
basin, and includes some of Blue Racer's customers.

The ratings reflect Blue Racer's reasonable credit metrics, and the
benefits from the strategic location of its midstream assets within
the Appalachian Basin (Rich Utica, Rich Marcellus, and Dry Gas
Utica). The ratings consider that Blue Racer's system is largely
constructed and operational. Blue Racer's ratings are limited by
the size and scale of its system. The Negative Outlook reflects
lower expected trends in production forecasts by customers.

KEY RATING DRIVERS

Counterparty Exposure: The ratings recognize that Blue Racer is
significantly exposed to lower rated or unrated counterparties,
with 83% of revenue as of the 2019 coming from 'B' category or
unrated producers. Ascent Resources (not rated) is the largest
totaling 27% of 2019 revenues. About one-third of the revenues are
from minimum volume contracts, including CNX Resources Corp.
(BB/Stable). As such counterparty and volumetric risks are
overriding concerns.

Volumetric Risks: Blue Racer's ratings reflect that its operations
are exposed to volumetric risks associated with the domestic
production and demand for natural gas and NGLs extracted from the
Utica formation of the Appalachian basin. 2019 was a good year for
volumes. With an increase in wells turned in line by customers, and
the start-up of a new processing plant, Blue Racer posted a 17%
increase in processed volumes in 2019 over 2018.

Fitch believes 2020 will be a challenging year for volumes. Despite
being in one of the most prolific gas basins in the U.S., all-time
low natural gas prices have impacted Appalachian producers drilling
plans. Fitch expects Blue Racer's processing volumes to be weaker
in 2020 compared to 4Q19 driven by slower producer activity, and
one customer (XcL Midstream, an affiliate of Tug Hill) (NR) moving
its volumes to its own new plant. Fitch expects a return to volume
growth by 2022.

Limited Scale and Scope: Blue Racer's ratings recognize the limited
scale and scope of the gathering and processing company. Fitch
views small scale, single basin focused midstream service providers
with high geographic, customer, and business line concentration and
with EBITDA below $500 million as being consistent with 'B' to 'BB'
category IDRs dependent on contract structure and volumetric
exposure. As an Appalachian basin focused a gas gathering and
processing operation with limited geographic and business line
diversity, the rating reflects that Blue Racer could be exposed to
concentration risk and outsized event risk should there be a
downturn in commodity production from the Appalachian region where
Blue Racer's producers operates or a significant operating or
production event with one of its major counterparties.

The ratings favorably reflect that the assets are located within
some of the lowest breakeven cost gas production regions in the
Appalachian Basin and should continue to experience growth in the
intermediate term.

Reasonable Credit Metrics: Blue Racer's credit metrics are
generally reasonable with Fitch forecasting leverage (Total
Debt/EBITDA) from 2020 through 2023 in the 4.5x to 5.1x range. Blue
Racer's leverage, as of Dec. 31, 2019, was 5.2x, above Fitch's
expectation of 4.5x as Blue Racer completed construction of the
200mmbcfd crypto Natrium IV to address Q4 2019 processing volumes
that exceeded plant capacity. The forecast reduction in leverage
comes on Fitch's expected flat 2021 volumes levels, and debt
reduction funded from reinvested dividends ahead of the 2022 senior
note maturity. Fitch typically looks for 'BB' median leverage for
midstream service providers in the 5.0 range, dependent on other
factors including, but not limited to, scale, diversity, business
line (with gathering and processing being on the higher risk end of
the business risk spectrum within midstream, and revenue and
counterparty profile.

Group structure Complexity: Blue Racer has an ESG Relevance Score
of 4 for Group Structure and Financial Transparency as
private-equity backed midstream entities typically have less
structural and financial disclosure transparency than publicly
traded issuers. This has a negative impact on the credit profile,
and is relevant to the rating in conjunction with other factors.

DERIVATION SUMMARY

Blue Racer's credit metrics are strong in the context of
single-region gathering and processing companies rated by Fitch
with Fitch forecasting leverage in 2020 through 2023 in the 4.5x to
5.1x range. Blue Racer's leverage, as of Dec. 31, 2019, on an LTM
basis, was 5.2x. This is better than other single basin gathering
and processing names in the 'B+' and 'BB-' IDR range with single
basin exposure. Relative to somewhat smaller Lucid Energy Group
(B-/Negative), a Permian focused name with gas producer, Blue
Racer's leverage metrics are better between the entities as Lucid's
2019 leverage (Total adjusted debt/adjusted EBITDAR) above 9.0x in
2019, much higher than the negative sensitivity of 5.5x. From a
counterparty exposure, Fitch views Lucid to have slightly less risk
given its portfolio of three large-scale, investment grade
producers with fixed fee, long-term contracts and significant
acreage dedications and minimum volume commitment from its largest
counterparty.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

  -- Assume 1Q2020 volumes consistent with current rate seen in
4Q2019.
     Completion of Natrium IV in early 2020;

  -- Growth capital spending of between $100 million to $120
million annually;

  -- Maintenance capital spending of between $15 million to $20
million annually;

  -- Volume declines in 2020 and is flat in 2021 with an increase
in 2022;

  -- 100% of Cash Available for Distribution (CAFD) paid out to
owners;

  -- Capital spending funded by revolver; notes refunded in 2021
and revolver
     in 2022 with long-term notes.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade: --Improvement to the credit profile of or
increased diversification to Blue Racer's counterparty credit
profile, with leverage maintained below 5.0x on a sustained basis;
--Leverage at or better than 4.0x on a sustained basis, without any
improvement in counterparty credit profile. Factors that could,
individually or collectively, lead to negative rating
action/downgrade: --Leverage at or above 5.5x on a sustained basis;
--Funds Flow from Operations Fixed Charge Coverage Ratio below
2.5x; --A significant customer filing for, or appears to be
approaching bankruptcy; --A significant change in cash flow
stability profile, driven by a move away from current majority of
revenue being fee based with revenue commodity price exposure above
25%; --A sustained moderation or decline in volumes expected across
Blue Racer's system.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: Blue Racer's liquidity is supported by its $1.0
billion first-lien secured revolver, which had $150 million drawn
at Dec. 31, 2019. Maturities are manageable with notes due 2022 and
2026, however the secured revolver matures in March 2022, ahead of
the notes. Fitch expects any cash needs for growth capital spending
will be funded with borrowings under the revolving credit facility.
Blue Racer as per its operating agreement is required to pay out
all of its cash available for distributions to its JV owners. Cash
available for distribution is defined as cash EBITDA less
maintenance capital expenditures less debt service.

Blue Racer is required to maintain a consolidated total leverage
ratio (as defined in the agreement) not to exceed 5.5x and
consolidated secured debt to EBITDA not to exceed 3.75x.
Additionally Blue Racer is required to maintain a consolidated
interest coverage ratio of no less than 2.5x. As of Dec. 31, 2019,
Blue Racer was in compliance with these covenants and Fitch expects
that Blue Racer will remain in compliance with these covenants for
the forecast.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

Blue Racer has an ESG Relevance Score of 4 for Group Structure and
Financial Transparency as the company operates under a somewhat
complex group structure as a private-equity backed midstream. This
has a negative impact on the credit profile and is relevant to the
rating in conjunction with other factors. Unless otherwise
disclosed in this section, the highest level of ESG credit
relevance is a score of 3. ESG issues are credit neutral or have
only a minimal credit impact on the entity, either due to their
nature or the way in which they are being managed by the entity.


BOMBARDIER INC: Moody's Lowers CFR to Caa2, Outlook Still Negative
------------------------------------------------------------------
Moody's Investors Service downgraded Bombardier Inc.'s Corporate
Family Rating to Caa2 from B3, its Probability of Default Rating to
Caa2-PD from B3-PD, its Senior Unsecured ratings to Caa3 from Caa1
and its Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The
ratings outlook remains negative.

"Bombardier's ratings have been downgraded because COVID-19 will
further stress Bombardier's weak capital structure, even if
Bombardier sells its Transportation business in 2021 and reduces
its debt by $4 billion" said Jamie Koutsoukis, Moody's analyst.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The aerospace
sector has been one of the sectors significantly affected by the
shock. More specifically, the weaknesses in Bombardier's credit
profile, including its exposure to the business jet market, has
left it vulnerable to shifts in market sentiment in these
unprecedented operating conditions. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. Its action
reflects the impact on Bombardier of the breadth and severity of
the shock, and the broad deterioration in credit quality it has
triggered.

Downgrades:

Issuer: Bombardier Inc.

  Corporate Family Rating, Downgraded to Caa2 from B3

  Probability of Default Rating, Downgraded to Caa2-PD from B3-PD

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

  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
  (LGD4) from Caa1 (LGD4)

Issuer: Broward (County of) FL

  Backed Senior Unsecured Revenue Bonds, Downgraded to Caa3
  (LGD4) from Caa1 (LGD4)

Issuer: Connecticut Development Authority

  Backed Senior Unsecured Revenue Bonds, Downgraded to Caa3
  (LGD4) from Caa1 (LGD4)

Outlook Actions:

Issuer: Bombardier Inc.

  Outlook, Remains Negative

RATINGS RATIONALE

The rating action was prompted by the suspension of all
non-essential work at most of its Canadian-based operations through
to April 26th as well as several of their international locations
including Northern Ireland, delaying deliveries and resulting in
increased cash usage. It also incorporates the expectation that the
business jet market will see deteriorating demand. Though Moody's
expects demand for smaller and mid-size jets will see a greater
decline in demand than larger jets, there will still be a negative
impact to the large cabin segment that includes Bombardier's Global
family.

Bombardier's sale of the CRJ business to Mitsubishi and the
Aerostructures asset sale to Spirit AeroSystems are both scheduled
to close in Q2 this year (for total proceeds of $1.1 billion), but
with the aerospace industry facing significant headwinds, Moody's
views there to be an increased risk to delays in closing the
transactions. The sale of Bombardier's transportation business to
Alstom is not expected to close until first half 2021, however
uncertainty regarding the closing of the sale has increased because
of weaker market conditions, in addition to an expected lengthy
anti-trust process.

Bombardier (Caa2 CFR) is constrained by 1) high cash flow
consumption in 2020 (Moody's estimate of $1.5 billion), in part due
to significant demand and supply impacts of COVID-19, and this will
reduce Bombardier's currently adequate liquidity, 2) leverage that
may be untenable even if Bombardier closes on the sale of
Bombardier Transport (BT) to Alstom in 2021 (13x at Q4/19 and an
estimated 10x in 2021, pro forma for the sale of BT) and reduction
of $4 billion in debt from that sale, 3) large debt maturities
starting in 2021 that have high refinancing risk.

Bombardier benefits from 1) adequate liquidity over the next year,
2) significant scale, and good market positions in its two
remaining business segments, and 3) a $36 billion backlog in its
transport business and $14 billion backlog in its business jet
business.

Bombardier has adequate liquidity over the next year (SGL-3), with
about $5.5 billion of available liquidity sources versus Moody's
estimate of about $1.5 billion of free cash flow usage through 2020
and minimal debt maturities. At year-end 2019 Bombardier had
available cash of $2.6 billion, $1.3 billion (USD equivalent) of
unused revolvers (at Bombardier Transportation, due May 2022) and
it received $531 million following its exit from the A220
partnership in the first quarter for 2020. The company is also
expected to receive proceeds of about $1.1 billion from the sale of
its regional jet program and aerostructures business. Debt
maturities become meaningful for Bombardier beginning in late 2021
through to 2027 with maturities of over $1 billion in each year
(except for 2026) beginning with EUR414 million due in May 2021, $1
billion due December 2021, and $500 million due March 2022. The
minimum liquidity required by the BT letter of credit and revolving
credit facilities is EUR750 million ($820 million) at the end of
each quarter.

The negative outlook reflects Bombardier's continued cash
consumption, and though its maturities are not sizable until
December 2021, uncertainty regarding its ability to refinance or
reduce debt.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be downgraded if there is increased default risk
including distressed exchanges or inability to refinance its debt.

Factors that could lead to an upgrade include less debt with
adjusted financial leverage below 8x (13x LTM Q2/19) and
sustainable free cash flow generation.

The rail transportation segment, in which Bombardier operates, is
favorably positioned compared with other modes of transport in
light of the global commitment to reduce greenhouse emissions. This
should support the longer-term growth expectation for BT.
Bombardier's aircraft business has indirect exposure to carbon
regulation and air pollution regulation for the purchasers and
operators of its aircraft.

Bombardier has a dual class share structure by where the founding
family has 50.9% of the voting rights through a special class of
stock carrying 10 votes a share. The same group also has four of
the company's 14 board seats, despite owning just 12.2% of the
equity. Bombardier's management also has a track record of not
meeting its provided guidance.

The principal methodology used in these ratings was Aerospace and
Defense Industry published in March 2018.

Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a
global diversified manufacturer of business jets and rail
transportation equipment. Revenues were $15.8 billion in 2019.


BRAZIL MINERALS: Reports $2.08 Million Net Loss for 2019
--------------------------------------------------------
Brazil Minerals, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$2.08 million on $15,393 of revenue for the year ended Dec. 31,
2019, compared to a net loss of $1.85 million on $19,716 of revenue
for the year ended Dec. 31, 2018.

As of Dec. 31, 2019, the Company had $1.03 million in total assets,
$2.35 million in total liabilities, and a total stockholders'
deficit of $1.32 million.

BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated April 14, 2020 citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

As of Dec. 31, 2019, the Company had total current assets of
$193,777 compared to total current liabilities of $2,154,356 for a
current ratio of 0.09 to one and a working capital deficit of
$1,960,579.  By comparison the Company had total current assets of
$63,286 compared to current liabilities of $2,073,564 for a current
ratio of 0.03 to one and a working capital deficit of $2,010,278 as
of Dec. 31, 2018.  The Company's principal sources of liquidity
were from the sale of equity and issuance of debt for both the
years ended Dec. 31, 2019 and 2018.

Net cash used in operating activities totaled $791,072 for the year
ended Dec. 31, 2019, compared to $511,313 for the year ended Dec.
31, 2018 representing an increase in cash used of $279,759 or
54.7%.  Net cash used in investing activities totaled $677 for the
year ended Dec. 31, 2019, compared to $1,976 for the year ended
Dec. 31, 2018 representing a decrease of $1,299 or 65.7%. Net cash
provided by financing activities totaled $941,852 for the year
ended Dec. 31, 2019, as compared to $389,274 for the year ended
Dec. 31, 2018 representing an increase of $552,578 or 142.0%.

During the year ended Dec. 31, 2019, the Company's sources of
liquidity were primarily derived from proceeds from debt issuance
sales of equity by the Company and one of its subsidiaries.

Brazil Minerals said, "Our ability to continue as a going concern
is dependent upon our capability to generate cash flows from
operations and successfully raise new capital through debt
issuances and sales of our equity.  We believe that we will be
successful in the execution of our initiatives, but there can be no
assurance.  We have no plans for any significant cash acquisitions
in the foreseeable future."

A full-text copy of the Form 10-K is available for free at:

                        https://is.gd/BJcv20

                      About Brazil Minerals

Brazil Minerals, Inc. -- http://www.brazil-minerals.com/-- has two
components to its business model: (1) growing a portfolio of
mineral rights in a wide spectrum of strategic and sought-after
minerals, from which equity holdings and/or royalty interests may
develop, and (2) mining certain specific areas for gold, diamonds,
and sand.  The Company currently owns mineral rights in Brazil for
lithium, rare earths, titanium, cobalt, iron, manganese, nickel,
gold, diamonds, precious gems, and industrial sand.


BRAZOS DELAWARE II: Fitch Cuts IDR to CCC+ & Sec. Rating to CCC+
----------------------------------------------------------------
Fitch Ratings has downgraded Brazos Delaware II, LLC's Long-Term
Issuer Default Rating to 'CCC+' from 'B-' and senior secured rating
to 'CCC+'/'RR4' from 'B-'/'RR4'.

The downgrades reflect Brazos' near-term elevated leverage and
weaker coverage ratio, driven by lower than projected volume growth
through Brazos' system. Since the end of February 2020, a number of
E&P companies, some of which include Brazos major customers, have
announced reductions in planned development spending and tempered
production expectations, further clouding the path to deleverage
through significant volume growth for Brazos. Brazos' leverage
(total debt/adjusted EBITDA) is expected to remain unsustainability
high at above 10x through 2021, versus the prior Fitch target
leverage of below 8.5x for 2020 and 2021. Fitch has previously
stated that leverage in 2020 above 8.5x is a negative rating
sensitivity. Additionally, Fitch forecasts Brazos' FFO fixed-charge
coverage to remain close to 1.5x until 2021 vs. prior expectation
of trending close to 2.0x.

The 'CCC+' rating also reflects Brazos' size and scale as a single
basin gathering & processing company and its strong dependence on
its sponsor's support in the near term to fund its capex and
capital needs. Any additional slowdown in volume growth, whether
from capital market conditions or commodity price weakness
discouraging production, could be deleterious to Brazos' credit
profile, pressuring the covenant coverage metrics.

Fitch believes that Brazos should have adequate liquidity,
including its available cash on the balance sheet and internally
generated cashflow to meet its debt service requirement for 2020.
Fitch expects Brazos to maintain a modest capex program for 2020
and 2021, and believes that its owners will remain supportive in
helping to fund Brazos' future growth capex plans.

Fitch's price deck for oil and natural gas establishes guideposts
for the execution of Fitch's policy of rating through the cycle.
The price deck serves as the main basis for the new Fitch forecast.
Producer commentary has also been used.

KEY RATING DRIVERS

Credit Metrics Weakened: For YE 2019, Fitch calculated Brazos
leverage (total debt/adjusted EBITDA) to be above 11x. Fitch
forecasts Brazos' leverage to remain close to 11x for 2020, with
little cushion above fixed-charge coverage of 1.5x. Brazos'
leverage is expected to remain unsustainably high at above 10x
through 2021, versus the prior Fitch target leverage of below 8.5x
for 2020 and 2021. Fitch has previously stated that leverage in
2020 above 8.5x is a negative rating sensitivity. Additionally,
Fitch also forecasts Brazos' FFO fixed-charge coverage to remain
close to 1.5x until 2021 vs. prior expectation of trending close to
2.0x. Brazos' leverage reduction has been significant slower than
Fitch's previous forecast. The pace of deleveraging for Brazos is
largely predicated on the production growth of its producer
customers as well as the gross margin earned on the gas volume
collected. Future volume slowdown will continue to delay the
deleverage path that is already dim.

Volumetric and Customer Concentration Risk: Brazos generates 100%
of its cash flow under fixed-fee contracts with a weighted average
of approximately 12 years for its contracts backed by over 500,000
acreage dedication. Fixed-fee contracts immunize Brazos from direct
commodity price exposure. However, indirect volumetric risk
remains. Brazos has customer concentration exposure with top five
producers comprising over 75% of its revenue in 2019 and 2020. The
recent fall in oil prices has only exacerbated ongoing market
concerns over the risks faced by small-to-mid-sized gathering and
processing issuers, which generally do not have an extensive yet
compact territory, as E&P producers are reducing their drilling
budgets. Fitch believes that Brazos will be primarily dependent on
its producer customer to complete their drilled but uncompleted
wells (DUCs) in order to maintain or grow its existing volume.
However, given the increased uncertainty on the evolution of
customer volumes as a result of the overall capex reduction by
Brazos' E&P producer customers, the risk of fewer than anticipated
well completions for 2020 and 2021 has been significantly
heightened.

Near-term Liquidity: Fitch believes that Brazos will be able to
fund its service requirement in 2020 using its current cash balance
of approximately $66 million on the balance sheet as of YE 2019,
and internally generated cashflow. Fitch does not anticipate Brazos
will need additional equity contribution or cure n the forecast
periods to meet the Debt Service Coverage Ratio (DSCR) requirement
of 1.1x. However, Fitch expects Brazos to remain dependent on
equity infusion from its sponsor to help fund its capex program for
2020 and 2021 in order to maintain adequate liquidity. The
management currently does not plan to borrow under its undrawn $50
million revolver this year. The sponsor, Morgan Stanley
Infrastructure (MSI), has approved further equity infusions for
2020; however, this committed equity has yet to come into the
possession of Brazos (the foregoing information was based on
preliminary information.) Liquidity concerns would arise if sponsor
support were delayed or failed to materialize in its entirety.

Size and Scale: Brazos' growth is somewhat inhibited by its scale
and scope of operations, given the company is a small natural gas
G&P and crude gathering services provider that operates
predominately in the Southern Delaware region of the Permian Basin.
The company is expected to generate an annual EBITDA less than $200
million in the near term. Further, given its single basin focus,
Brazos is subject to outsized event risk if there is a slow-down or
longer-term disruption of Delaware basin production.

Competitive Risk: Fitch recognizes that competition is also a
limiting factor that can hamper Brazos' future growth. In seeking
further acreage dedications, Brazos faces competition from larger
midstream companies that can offer more integrated midstream
services, including greater hub connectivity within the Southern
Delaware basin, and downstream services such as long-haul transport
and fractionation. Additionally, the increasingly competitive
landscape of the G&P business within the Permian can also further
pressure Brazos' existing contract rates. Further, Brazos' crude
gathering business faces competition from crude trucking business
if producers elect to truck crude barrels instead of using Brazos'
system.

DERIVATION SUMMARY

Brazos' ratings are limited by the company's size and scale of
operations. Brazos is a single basin focused midstream company that
provides natural gas G&P and crude gathering services in the
Permian Basin, particularly in the Southern Delaware basin. Fitch
typically views small scale (less than $300 million in EBITDA),
stand-alone, single-asset/basin focused midstream G&P service
providers credit profiles as generally being more consistent with a
'B' range IDR, given the competitiveness and cash flow volatility
of the G&P business through business and commodity price cycles.
Brazos' future cashflow and deleveraging profile are strongly
dependent on the production ramp from the producers under its
dedicated acreage. Production growth underperformance by Brazos'
customers has resulted in a much weaker credit profile for Brazos
in the near term. Further, Fitch's size and scale concerns
regarding midstream energy issuers tends to focus on facilitating
access to capital to meet funding needs, since larger entities have
an easier time accessing the capital markets. Fitch does not expect
Brazos to have any near-term refinancing risk until its term loan
maturity.

In Fitch's view, relative to Brazos' higher rated 'B-' IDR rated
peer Lucid Energy (B-/Negative) and Navitas (B-/Neg), Brazos is
smaller in size and exhibits weaker credit metrics in the near
term. Fitch expects Lucid to maintain FFO coverage above 1.5x in
the near term. Additionally, Fitch also forecasts both Lucid and
Navitas to operate with lower leverage than Brazos' 10x leverage
through 2021. Fitch forecasts Lucid's leverage and Navitas'
leverage to be close to 9x and 6x by 2021, respectively. While
Brazos generates 100% of its cashflow under fixed fee contract,
both Lucid and Navitas retains some commodity price exposure.

KEY ASSUMPTIONS

  -- West Texas Intermediate (WTI) crude oil and Henry Hub (HH)
natural gas prices reflect the Fitch Price Deck. For WTI, that
includes $32/bbl for 2020, and $42/bbl in 2021. For HH, that
includes $1.85/mcf in 2020, and $2.10/mcf in 2021. Ethane
consistent with Henry Hub above, Natural Gasoline consistent with
WTI above, Propane consistent with the one-year-out NYMEX
forwards;

  -- Total production volume by Brazos' customers does not fall
from the 2019 level, reflecting improved customer

production in 1Q20 compared to 4Q19;

  -- Adjusted. EBITDA above 20 million on a quarterly basis;

  -- The executed equity contribution agreement provides funds in
2020 to partially fund capital expenditures;

  -- Capex spent in 2020 to be largely funded by operating cash
flow and equity contribution from its sponsor; no

major expansion projects assumed in the forecast period;

  -- Deleveraging supported by term loan amortization (1% per
annum) and debt repayment under excess cash flow sweep.

Recovery Assumptions:

The recovery analysis assumes that Brazos would be considered a
going-concern in bankruptcy. Fitch has assumed a 10% administrative
claim (standard). The going-concern EBITDA estimate of
$65million-70 million reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
valuation of the company. As per criteria, the EBITDA reflects some
residual portion of the distress that caused the default. The
previous recovery exercise (November 2019) assumed an EBITDA in the
range of $75 million.

An EV multiple of 6x is used to calculate a post-reorganization
valuation and is in line with recent reorganization multiples for
the energy sector, including three cases in the last five years
from the midstream sector in the U.S.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- EBITDA continue to grow with gas throughput volumes above 380
mmcfpd while maintaining FFO coverage metrics above 1.5x and
leverage (total debt/adjusted EBITDA) at or below 8.5x on a
sustained basis;

  -- Improved liquidity measures.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Slowdown in volume growth across Brazos' acreage, as evidenced
by a decline in rig count or a moderation in daily volumes through
Brazos' system; Fitch expects 2020 average throughput volume to be
above 300 mmcfpd;

  -- Significant cost overruns on project completion pressuring
existing liquidity condition;

  -- FFO coverage metrics below 1.3x on a sustained basis.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity: Fitch believes that Brazos will be able to
fund its service requirement in 2020 using its current cash balance
of approximately $66 million on the balance sheet as of YE 2019 and
internally generated cashflow. Fitch does not anticipate additional
equity contribution or cure needed for Brazos in the forecast
periods to meet the Debt Service Coverage Ratio (DSCR) requirement
of 1.1xs. The term loan requires a six-month debt service reserve
account (DSRA), as well as a cash flow sweep and mandatory
amortization of 1% per annum. The instrument that provides back-up
liquidity for the DSCR directed toward term loan holders is in the
form of cash at the borrower level and LOC issued by a bank. The
LOC is written in favor of the collateral agent. The obligation to
repay the LOC resides at an entity above Brazos.

However, Fitch expects Brazos to remain dependent on equity
infusion from its sponsor to help fund its capex program for 2020
and 2021 in order to maintain adequate liquidity. The management
currently does not plan to borrow under its undrawn $50 million
revolver this year. The sponsor, Morgan Stanley Infrastructure
(MSI), has approved further equity infusions for 2020; however,
this committed equity has yet to come into the possession of Brazos
(the foregoing information was based on preliminary information.)
Liquidity concerns would arise if sponsor support were delayed or
failed to materialize in its entirety.

SOURCES OF INFORMATION

ESG CONSIDERATIONS Brazos Delaware II, LLC has an ESG Relevance
Score of 4 for Group Structure and Financial Transparency as
private-equity backed midstream entities typically have less
structural and financial disclosure transparency than a publicly
traded issuer. This has a negative impact on the credit profile,
and is relevant to the rating in conjunction with other factors.
Also, group structure considerations have elevated scope for Brazos
Delaware II, LLC given the inter-family/related party transactions
with affiliate companies. Except for the matters discussed above,
the highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).


BREAD & BUTTER: Has Until Sept. 6 to Exclusively File Plan
----------------------------------------------------------
Judge Dale Somers of the U.S. Bankruptcy Court for the District of
Kansas extended to Sept. 6 the exclusive period during which Bread
& Butter Concepts, LLC and its affiliates can file a Chapter 11
plan of reorganization. The companies have the exclusive right to
solicit votes on a plan until Nov. 7.

                   About Bread & Butter Concepts

Bread & Butter Concepts, LLC -- http://breadnbutterconcepts.com/--
was founded in 2011, and owns and operates multiple upscale
restaurants in the Kansas City metropolitan area.

Bread & Butter Concepts and its affiliates Texaz Crossroads LLC,
Texaz Table Restaurant of KS LLC, Texaz South Plaza LLC and Texaz
Plaza Restaurant LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-22400) on Nov. 9,
2019.  At the time of the filing, Bread & Butter disclosed
$4,121,754 in assets and $5,079,795 in liabilities.  The cases have
been assigned to Judge Dale L. Somers.  Sandberg Phoenix & von
Gontard P.C. is Debtor's legal counsel.


BRIGGS & STRATTON: Moody's Cuts CFR to Caa3, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded its ratings for Briggs &
Stratton Corporation, including the company's corporate family
rating and probability of default rating (to Caa3 and Ca-PD, from
B3 and B3-PD, respectively), and the senior unsecured debt rating
(to Ca from Caa1). The speculative grade liquidity rating remains
SGL-4, denoting Moody's expectation that the company will maintain
a weak liquidity profile over the next 12-18 months. The ratings
outlook is negative. The actions conclude the review for downgrade
initiated on February 3, 2020.

RATINGS RATIONALE

The downgrades reflect Moody's expectation of an increased
likelihood of default via a pre-emptive debt restructuring due to
the company's perceived inability to refinance its $195 million of
senior unsecured notes due December 2020, as compounded by its high
financial leverage and deemed untenable capital structure. Moody's
anticipates that financial leverage will remain very high in excess
of 10x on an adjusted debt-to-EBITDA basis, accompanied by a
continued weak liquidity profile characterized by negative free
cash flow and reliance on an already heavily drawn ABL facility. In
addition, the ability to successfully effectuate previously
announced asset sales, the net proceeds from which had been
earmarked for debt repayment, is much more suspect amid the
dislocation in capital markets and global macroeconomic pressures
emanating from the coronavirus outbreak.

The rapid and widening spread of the coronavirus outbreak, the
deteriorating global economic outlook, falling oil prices and asset
price declines are creating a severe and extensive credit shock
across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The manufacturing
sector has been adversely affected by the shock given heightened
sensitivity to consumer demand and market sentiment. More
specifically, Briggs & Stratton's weakening credit profile,
including its high and rising leverage and weakening liquidity
provisions, leave it vulnerable to shifts in market sentiment in
these unprecedented operating conditions, and the company remains
vulnerable to the outbreak continuing to spread. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Its actions reflect the impact on Briggs & Stratton of the breadth
and severity of the shock, and the broad deterioration in credit
quality it has triggered.

The company's SGL-4 rating is based primarily on the near-term
maturity its $195 million senior unsecured notes that come due
December 15, 2020, and the springing maturity of its $625 million
revolver. Revolver borrowings at December 29, 2019 totaled $428
million.

The following rating actions were taken:

Downgrades:

Issuer: Briggs & Stratton Corporation

  Corporate Family Rating, Downgraded to Caa3 from B3

  Probability of Default Rating, Downgraded to Ca-PD from B3-PD

  Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
  (LGD4) from Caa1 (LGD5)

Outlook Actions:

Issuer: Briggs & Stratton Corporation

  Outlook, Changed to Negative from Rating Under Review

Briggs & Stratton's Caa3 CFR broadly reflects the increased
refinancing risk associated with the company's $195 million of
unsecured notes due December 2020 combined with a deemed untenable
capital structure and ongoing negative free cash flow generation.
In addition, Moody's anticipates that the company will maintain
very high leverage (well above 10x debt-to-EBITDA throughout 2020,
including Moody's standard adjustments) and a further weakened
liquidity profile, particularly as the coronavirus crisis will
adversely impact the company's fourth quarter (FYE June 30) peak
selling season. The company's residential business that comprises
the majority of sales is expected to remain under pressure as
consumers scale back discretionary purchases.

Over the longer-term following an assumed debt restructuring, the
company could benefit from its business optimization program (BOP),
ongoing suspension of its share repurchase and dividend payment
programs, and some progress towards reducing excess inventory.

Over the interim period, though, Moody's believes that the faces
execution risk, with free cash flow (after dividends) likely to be
negative in fiscal 2020.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Ratings could be downgraded if the company effectuates a debt
restructuring including repayment of debt at less than par or a
debt-for-equity exchange. In addition, if operating results further
deteriorate, or if there is an increased probability of debt
payment default or expectation of lower recoveries, there could
also be downward ratings pressure.

An upgrade is unlikely in the near term given the company's very
high leverage and weak operating performance. If the company is
able to stabilize revenue and grow operating profits and cash flows
significantly, with debt-to-EBITDA sustained below 9x and
EBIT-to-interest greater than 1.0x, a positive ratings action could
be considered.

The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.

Headquartered in Wauwatosa, Wisconsin, publicly traded (NYSE: BGG)
Briggs & Stratton Corporation is the world's largest producer of
gasoline engines for outdoor power equipment and is a leading
designer, manufacturer and marketer of power generation, pressure
washers, lawn and garden, turf care and job site products. Engines
are used primarily by the lawn and garden equipment industry.
Revenue for the twelve months ended December 29, 2020 totaled $1.8
billion.


BURLINGTON COAT: Moody's Cuts CFR to Ba2 & Rates New Sec. Notes Ba1
-------------------------------------------------------------------
Moody's Investors Service downgraded Burlington Coat Factory
Warehouse Corp's Corporate Family Rating to Ba2 from Ba1, its
Probability of Default Rating to Ba2-PD from Ba1-PD, and affirmed
the company's senior secured term loan at Ba1. Moody's also
assigned a Ba1 to its proposed senior secured notes. Its
Speculative Grade Liquidity rating remains SGL-2. The was changed
to negative from stable.

The company plans to issue $300 million of senior secured notes as
well as $700 million of convertible notes at its parent, Burlington
Stores, Inc. The used of net proceeds will be for general corporate
purposes.

"The downgrade reflects the increase in its debt level as the
company raises permanent capital to enhance its liquidity position
in the face significant earnings pressure as a result of the store
closures related to COVID-19." stated Vice President Christina
Boni. "Although Burlington remains well positioned within the
healthy off-price segment, the company remains at risk from
protracted store closures as it does not operate online" Boni
added. Its base case assumptions are for a significant decline in
EBITDA during fiscal 2020 as a result of the store closures and a
slow recovery once the stores re-open such the debt/EBITDA is
likely to approach 4.25x by the end of 2021.

Downgrades:

Issuer: Burlington Coat Factory Warehouse Corp

Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD

Corporate Family Rating, Downgraded to Ba2 from Ba1

Assignments:

Issuer: Burlington Coat Factory Warehouse Corp

Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD3)

Affirmations:

Issuer: Burlington Coat Factory Warehouse Corp

Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3)

Outlook Actions:

Issuer: Burlington Coat Factory Warehouse Corp

Outlook, Remains Negative

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The non-food
retail sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in Burlington's credit
profile, including its exposure widespread store closure and to
China have left it vulnerable to shifts in market sentiment in
these unprecedented operating conditions and Burlington remains
vulnerable to the outbreak continuing to spread. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Its action reflects the impact on Burlington of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

Burlington's Ba2 Corporate Family Rating is supported by governance
considerations which include its suspension of share repurchases in
response to COVID-19. Burlington's debt/EBITDA was 3.7x and
EBIT/interest expense was 3.3x proforma as of LTM February 2, 2020.
However, Burlington's metrics are set to materially weaken as the
company raises permanent capital to enhance its liquidity position
and it faces earnings pressures from the store closures related to
COVID-19 and ongoing suppression of consumer demand, which remain
ongoing risks to its credit profile. The company's solid execution
in off-price retail, a segment which has grown faster than other
apparel related sub-sectors and has performed relatively well
during economic downturns, supports its rating. Its improved
merchandising initiatives and its real estate expansion through
smaller stores have supported sustainable improvement in operating
margins historically. The company still has a relatively weaker
competitive position, as it is still significantly smaller than its
largest peers -- TJX and Ross Stores - and has lower operating
margins. The rating also reflects the company's good liquidity.

The negative rating outlook reflects the risk that the disruption
caused by COVID-19 and weakening consumer demand could lead to a
sustained weakening of credit metrics. Financial strategy is
expected to remain conservative with any reinstatement of share
repurchases only following a return to sales and operating income
growth.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Ratings could be upgraded if operating performance improves such
that debt/EBITDA is sustained below 3.75x and EBIT/interest expense
is sustained above 3.25x. A ratings upgrade will also require
maintaining good liquidity as well as a conservative financial
strategy.

Ratings could be downgraded in the event Burlington's financial
strategy was to become more aggressive prior to a return to sales
and operating income growth or its liquidity profile weakens.
Quantitatively, ratings could be downgraded if debt/EBITDA was
sustained above 4.25x and EBIT/interest expense was sustained below
2.75x.

Headquartered in Florence, NJ, Burlington Stores operates a
national chain of off-price retail stores, operating 727 stores as
of February 1, 2020 primarily under the Burlington Stores name.

The principal methodology used in these ratings was Retail Industry
published in May 2018.


BURLINGTON STORES: Fitch Cuts LT IDR to 'BB-', Outlook Negative
---------------------------------------------------------------
Fitch Ratings has downgraded Burlington Stores, Inc.'s ratings,
including its Long-Term Issuer Default Rating to 'BB-'. Fitch
downgraded Burlington's ABL to 'BB+'/'RR1' and its senior secured
term loan to 'BB'/'RR2', both from 'BB+'/'RR1'. Fitch also assigned
a 'BB'/'RR2' to Burlington's proposed new senior secured notes,
which will be issued by Burlington's subsidiary Burlington Coat
Factory Warehouse Corporation and a 'B'/'RR6' to Burlington's
proposed new unsecured convertibles, both due in 2025. The new
secured notes will be parri passu to the existing term loan and
have a first priority on real property with a second lien on ABL
collateral including working capital assets. The Ratings Outlook is
Negative.

The downgrade is the result of Burlington's higher leverage profile
following the proposed issuance of $1 billion in debt. The new debt
is projected to increase Burlington's adjusted debt/EBITDAR by
around one turn on an ongoing basis, though Fitch recognizes the
additional liquidity provides Burlington with increased flexibility
during the current challenging operating environment and could
allow Burlington to capitalize on growth opportunities in the
medium term.

The Negative Outlook reflects the significant business interruption
from the coronavirus and the implications of a downturn in
discretionary spending that Fitch expects could extend well into
2021. Fitch anticipates a sharp increase in adjusted leverage to
around 8x in 2020 from 3.4x in 2019 based on EBITDA declining to
approximately $260 million from $875 million in 2019 on an
approximately 25% sales decline to $5.4 billion. Adjusted leverage
is expected to be around 5.0x in 2021, assuming sales declines of
around 10% and EBITDA declines of around 20% from 2019 levels.
Burlington's proactive revolver draw, which Fitch assumes will be
repaid in 2021, increases 2020 leverage by approximately 0.5x.
Adjusted leverage could return below 5.0x in 2022 assuming a
sustained topline recovery and no further changes to Burlington's
debt balance. A more protracted or severe downturn could lead to
further actions.

Should Fitch's projections come to fruition, Fitch believes
Burlington has sufficient liquidity to manage operations through
this downturn. The company ended 2019 with $400 million of cash and
recently drew down $400 million on its $600 million asset-based
revolver; pro forma for this issuance, the company would have an
additional $1 billion of cash on hand. The company's next term loan
maturity is in 2024; its asset-based revolver matures in June
2023.

KEY RATING DRIVERS

Coronavirus Pandemic: Fitch expects the impact on revenues for the
consumer discretionary sector as a result of the coronavirus
pandemic to be unprecedented, as mandated or proactive temporary
closures of retailer stores and restaurants in "non-essential"
categories severely depresses sales. Unknowns remain including the
length of the outbreak, the timeframe for a full reopening of
retail locations and the cadence at which it is achieved, and the
economic conditions exiting the pandemic including unemployment and
household income trends, the effects of government support of
business and consumers, and how the crisis will affect consumer
behavior.

Fitch envisages a scenario where discretionary retailers are
essentially closed through mid-May, with sales expected to be down
80%-90% despite some sales shifting online, though Burlington does
not have an online presence, with a slow rate of improvement
expected through the summer. Given an increased likelihood of a
consumer downturn, discretionary sales could decline in the mid- to
high-single digits through the holiday season. Fitch anticipates
significant growth in 2021 against a weak 2020, but expects total
2021 sales could remain 8%-10% below 2019 levels. Given the typical
timing of a consumer downturn (four to six quarters), revenue
trends could accelerate somewhat exiting 2021, yielding 2022 as a
growth year.

Assuming this scenario, Fitch expects Burlington's revenue to
decline around 25% in 2020 with EBITDA declines approaching 70% to
approximately $260 million. In 2021, Fitch expects revenue to
decline around 10%, with EBITDA down around 20% relative to 2019
levels.

Burlington has announced temporary store closures and has drawn
$400 million of its $600 million asset-based revolver. The company
also indicated it is examining its cost structure for reductions,
including operating expenses and capex, and has suspended share
repurchases. Fitch estimates that FCF could decline from around
$560 million in 2019 to a near-break even in 2020, as EBITDA
declines are only somewhat mitigated by working capital and
capex-reduction opportunities.

Improved Operating Trends: Burlington has significantly improved
its operating trajectory in recent years, through both internal
efforts and growth in the off-price retail channel.

Over the last five years, revenues grew approximately 50% to $7.3
billion, and EBITDA grew at a CAGR of 15% to approximately $874
million in 2019. Positive comps, which have averaged 3% annually,
have been driven by improved merchandise assortment and in-store
execution and continued growth in the value off-price channel,
which has taken share from department stores and specialty
retailers.

Burlington has invested in inventory buying and management
initiatives to better match assortments to customer needs and lower
markdowns. The company is also focused on achieving a good balance
between pack and hold inventory, pre-season purchasing and sourcing
in-season close outs. EBITDA margins expanded to approximately
12.0% in 2019 from 8.4% in 2011, although Burlington's margins
continue to trail those of leading peers, TJX Companies, Inc.
(owner of TJ Maxx and Marshalls) and Ross Stores, Inc., which have
moved up to the mid-teens.

Burlington's merchandising and inventory planning efforts have been
directed toward key initiatives to improve mix. For example, the
company has increased penetration in higher-growth categories such
as women's ready to wear apparel, beauty, accessories and footwear,
and home, while decreasing exposure to coats, a seasonal category.
The company views the home category as its largest growth
opportunity, where its 15% sales penetration lags behind peers at
26%-33%. Women's apparel also continues to be a key opportunity,
where Burlington's penetration of 22% is lower than peers at around
30%. In addition to its category efforts, Burlington has been
editing its brand assortment across categories and adding strong,
traffic-driving national brands.

To improve the in-store experience, Burlington has invested in
better signage, lighting and improved associate-customer
engagement, with capex averaging around 4% of revenues for the last
four years. In addition to remodeling its existing stores that
range from 40,000 to 80,000 sf, Burlington has been introducing
smaller store formats that are much closer in size to its peers.
The stores opened in 2019 averaged around 42,000 sf, compared to an
average store size of 28,000 sf for Ross and 27,000 to 29,000 sf
for TJX.

Off-Price Model Well-Positioned: The off-price segment has enjoyed
growth through and since the recession, as consumers have
maintained their quest for value despite economic recovery. TJX
(excluding international), Ross, and Burlington have grown in
revenue over the last 10 years, while department store industry
sales have seen declines.

Off-price retailers aim to offer consumers premium and moderate
national brands at everyday low prices. These retailers take
advantage of excess inventory from other segments, such as
department stores, or directly from manufacturers. More recently,
department stores have focused on their own off-price formats, such
as Nordstrom Rack, Saks Off 5th and Macy's Backstage. These formats
allow department stores to take advantage of the growth in the
off-price channel with product increasingly made for that channel
and to clear excess full-price inventory.

While the off-price channel has performed well due to its "treasure
hunt" aspect, the shopping experience is becoming increasingly
consistent. Off-price retailers now sell a combination of excess
inventory and inventory made specifically for their channel. This
allows the retailers to offer a more complete shopping experience,
such as extensive size and color options, while providing the
consumer well-known national brands at a low price. As the
inventory availability has become more consistent, most off-price
players have also started offering customers the ability to shop
their merchandise online (with Ross being the only major holdout).
E-commerce penetration, however, is expected to remain low for this
segment given the in-store nature of the treasure hunt experience
and difficulty leveraging fixed costs of putting limited-assortment
styles online.

Burlington's model is differentiated from traditional off-price
players such as Ross and TJX, as it couples a broad merchandise
offering with an off-price retailer's approach to providing
everyday low prices on branded products. TJX and Ross are more
apparel-focused, with TJX using secondary store formats such as
HomeGoods to sell a higher penetration of non-apparel merchandise.
Burlington's relatively larger store size has been well suited to
this strategy, although it has likely played a role in Burlington's
weaker-than-peers productivity metrics.

Sustained Long-Term Revenue Growth Expected: While the coronavirus
pandemic and its economic aftermath is expected to affect
Burlington's growth trajectory potentially through 2021, Fitch
projects that Burlington can sustain top-line growth in the
mid-single-digit range in the longer term, with around 2% comps
growth and 2%-3% contribution from new stores, assuming about 30
net openings annually.

Comps growth is predicated on ongoing improvements to the customer
experience and merchandise category expansions, including home,
technology-enhanced inventory management and forecasting. The
company, alongside value-oriented peers in the off-price,
dollar-store and deep-discount spaces, continues to find real
estate expansion opportunities at a time most retailers are opening
few locations, mostly supported by the strong growth momentum
associated with the off-price concept at the expense of traditional
mid-tier department and specialty apparel stores. Burlington has a
long-term goal of growing its footprint to 1,000 stores from 727
stores at the end of 2019 to increase scale against larger
competitors. Fitch believes there is some uncertainty around this
target, as the company's ability to grow to 1,000 stores may depend
on competitive openings relative to growth in the off-price
channel.

Good FCF and Liquidity; Reasonable Credit Metrics: Prior to 2020,
Burlington saw good FCF generation, which averaged around $400
million per year from 2017 to 2019. Beyond 2021, Fitch expects
Burlington could return to this range. Based on Fitch's current
forecast, FCF could turn modestly negative in 2020 due to EBITDA
declines and increased interest expense following the $1 billion
debt issuance, which is somewhat mitigated by proactive reductions
to cash expenses such as capex. FCF could meaningfully improve to
$300 million or more in 2021, assuming a significant rebound in
revenue and EBITDA.

Burlington ended 2019 with good liquidity of around $900 million,
including approximately $400 million of cash and approximately $500
million of ABL availability. On March 19, 2020, the company
indicated it had borrowed $400 million on their ABL facility as a
precautionary measure. Fitch expects Burlington to repay this
amount by 2021, given current operating assumptions. Ending
liquidity in 2020 could approach $2 billion, assuming a successful
close of the proposed $1 billion debt issuance.

Lease-adjusted leverage was 3.4x at the end of 2019 versus 3.9x in
2016 and 5.9x in 2011, on both EBITDA growth and debt paydown.
Adjusted leverage could climb to above 8.0x in 2020 on EBITDA
declines but moderate to approximately around 5.0x in 2021 on
EBITDA growth.

DERIVATION SUMMARY

Burlington's downgrade to 'BB-' reflects the company's issuance of
$300 million in senior secured notes and $700 million in senior
convertible notes. The rating continues to reflect good growth
trajectory in both topline and EBITDA given a favorable backdrop of
growth in the off-price channel and strong execution with strong
FCF and declining leverage, offset by lower margins and sales
productivity than industry peers. EBITDA growth has been somewhat
predicated on Burlington narrowing its operational gap with
off-price peers TJX and Ross through improving merchandising and
supply chain execution. For example, the company has had some
success reducing reliance on seasonal merchandise, such as coats,
in recent years, and is focusing on growing traffic-driving
categories such as women's apparel and home.

The Negative Outlook reflects the significant business interruption
from coronavirus and the implications of a downturn in
discretionary spending that Fitch expects could extend well into
2021. Fitch anticipates a sharp increase in adjusted leverage to
above 8.0x in 2020 from 3.4x in 2019 based on EBITDA declining to
approximately $260 million from $875 million in 2019 on an
approximately 25% sales decline to $5.4 billion. Adjusted leverage
is expected to be around 5.0x in 2021, assuming sales declines of
around 10% and EBITDA declines of around 20% from 2019 levels.
Burlington's proactive revolver draw, which Fitch assumes will be
repaid in 2021, increased 2020 leverage by approximately 0.5x.
Adjusted leverage could return below 5.0x in 2022 assuming a
sustained topline recovery.

Similarly, rated apparel and accessories peers include Capri
Holdings Limited (BB+/Negative), Tapestry, Inc. (BB/Negative) and
Levi Strauss & Co. (BB/Negative). Ratings for Capri and Tapestry
reflect their strong U.S positioning and global presence in the
handbag and leather goods categories, while Levi's ratings reflect
its strong global denim positioning. Operations for each of these
players are dominated by a single brand, which somewhat limits
diversification and heightens fashion risk. Both Capri and Tapestry
have made leveraging acquisitions in recent years with somewhat
disappointing subsequent performance, on continued sluggishness for
Capri's Michael Kors brand and a difficult turnaround for
Tapestry's acquired Kate Spade brand.

Ratings and Negative outlooks for each of these players reflect
medium-term consumer discretionary spending concerns partially
triggered by the coronavirus. By the end of 2021, Fitch expects
Capri's adjusted debt/EBITDAR could be in the mid-3x, somewhat
supported by debt reduction, while adjusted debt/EBITDAR could
trend around 4.0x for Tapestry and Levi.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

Prior to coronavirus-related disruptions, Fitch's projections
included:

  -- Midsingle digit growth beginning 2020, reflective of low
single-digit comps and around 25 new stores per year on a base of
727 at the end of 2019; revenue was projected to expand from $7.3
billion in 2019 to around $8.4 billion in 2022.

  -- EBITDA growth was forecast to generally follow revenue, with
expansion from approximately $875 million toward $1 billion in
2022; margins were expected to remain near the 12% recorded in
2019.

  -- FCF at around $400 million annually, and could have been used
for share buybacks; adjusted debt/EBITDAR, which was 3.4x in 2019,
was expected to trend near this level over the medium term given
EBITDA growth mitigated by rising rent expense.

The following are Fitch's revised projections reflecting the
significant business interruption from coronavirus and the
ramifications for a likely downturn in discretionary spending
extending well into 2021:

  -- Fitch projects Burlington's 2020 revenue could decline 25% to
$5.4 billion and EBITDA could decline up to 70% to around $260
million, assuming store closures through mid-May and a slow
recovery in customer traffic for the remainder of the year. While
2021 revenue and EBITDA should significantly rebound from depressed
2020 levels, Fitch expects 2021 revenue of approximately $6.6
billion and EBITDA of around $675 million to be approximately 10%
and 20% below 2019 levels given that a downturn could adversely
impact discretionary spending through 2021. Fitch's revenue
expectations reflect its views that U.S. retail discretionary
spending will decline around 40% in first-half calendar 2020,
decline mid- to high single digits in 2H20, and sales in calendar
2021 will be down 8% to 10% from 2019 levels.

  -- Beginning 2022, Burlington could resume midsingle digit
growth, predicated on low single-digit comps and store growth.

  -- FCF in 2020 could be modestly negative, down from $560 million
in 2019, largely due to a $600 million reduction in EBITDA and
incremental cash interest expense from the new debt issuance,
mitigated by lower cash taxes and proactive cuts to capex. FCF in
2021 could improve to above $200 million. Burlington does not pay a
dividend and has suspended share repurchases, though share
repurchases could resume in 2021 as operations stabilize. The
company has no maturities until 2023, when its asset-based revolver
matures.

  -- Adjusted debt/EBITDAR, which was 3.4x in 2019, could climb
above 8.0x in 2020 and decline to around 5.0x in 2021, Fitch's
current downgrade sensitivity, assuming a sustained topline
recovery and no further changes to Burlington's debt balance.
Adjusted debt/EBITDAR in 2020 is impacted by around 0.5x by
Burlington's decision to draw $400 million on its ABL; Fitch
expects this to be repaid in 2021.

  -- Burlington ended 2019 with $400 million in cash and recently
drew down $400 million on its $600 million asset-based revolver.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

  -- Fitch could stabilize Burlington's Outlook with improved
confidence in the company's ability to stabilize sales and EBITDA
with adjusted debt/EBITDAR (capitalizing leases at 8x) below 5.0x.

  -- An upgrade would result from resumption of 2%-3% comps growth
and EBITDA margin in the low teens, which would yield adjusted
debt/EBITDAR sustained under 4.5x.

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Upgrade:

  -- Sustained weak operating trends and/or shareholder-friendly
activity that result in adjusted debt/EBITDAR (capitalizing leases
at 8x) sustained above 5.0x.

BEST/WORST CASE RATING SCENARIO

Ratings of Non-Financial Corporate issuers have a best-case rating
upgrade scenario (defined as the 99th percentile of rating
transitions, measured in a positive direction) of three notches
over a three-year rating horizon; and a worst-case rating downgrade
scenario (defined as the 99th percentile of rating transitions,
measured in a negative direction) of four notches over three years.
The complete span of best- and worst-case scenario credit ratings
for all rating categories ranges from 'AAA' to 'D'. Best- and
worst-case scenario credit ratings are based on historical
performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Burlington had $403 million in cash and $501.8
million available under its $600 million ABL revolver as of Feb. 1,
2020. The $600 million revolving credit facility, which matures in
June 2023, has a first lien on inventory and accounts receivable
and a second lien on real estate, property and equipment. On March
19, 2020, the company issued a press release stating they had
borrowed $400 million on their ABL facility as a precautionary
measure. Fitch expects Burlington to repay this amount by 2021,
given current operating assumptions.

Burlington's remaining debt consists of a $1 billion term loan due
November 2024. The term loan is secured by a first lien on real
estate, favorable leases, machinery and equipment, as well as a
second lien on inventory and receivables. The term loan does not
contain any maintenance financial covenants. Burlington's proposed
new $300 million senior secured notes are pari passu to the
previously existing term loan. The $700 million in proposed
convertible notes are unsecured.

Recovery Considerations: Fitch does not employ a waterfall recovery
analysis for issuers assigned ratings in the 'BB' category. The
further up the speculative grade continuum a rating moves, the more
compressed the notching between the specific classes of issuances
becomes. Fitch assigned a 'BB+'/'RR1' to Burlington's ABL
indicating outstanding recovery prospects (91% to 100%) and a
'BB'/'RR2' to the existing term loan and new secured notes,
indicating superior recovery prospects (71% to 90%), and a
'B'/'RR6' to the senior unsecured convertible notes, indicating
poor recovery prospects (0% to 10%).

SUMMARY OF FINANCIAL ADJUSTMENTS

  -- Historical and projected EBITDA is adjusted to add back
noncash stock-based compensation and exclude any one-time charges.
For example, in 2019, Fitch added back $44 million in noncash
stock-based compensation to its EBITDA calculation.

  -- Fitch has adjusted the historical and projected debt by adding
8x yearly operating lease expense.


C ROBERTSON: Seeks Court Approval to Hire Holder Law as Counsel
---------------------------------------------------------------
C Robertson Insurance Agency, LLC, dba Chris Robertson Farmers
Agency, seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Holder Law as counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) provide legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued operation of
its business and the management of its property;

     (b) take all necessary action to protect and preserve the
Debtor's estate;
     
     (c) prepare on behalf of the Debtor all necessary motions,
answers, orders, reports, and other legal papers in connection with
the administration of its estate;

     (d) assist the Debtor in preparing for and filing one or more
disclosure statements in accordance with Section 1125 of the
Bankruptcy Code;

     (e) assist the Debtor in preparing for and filing one or more
plans of reorganization at the earliest possible date;

     (f) perform any and all other legal services for the Debtor in
connection with the Chapter 11 case; and

     (g) perform such legal services as the Debtor may request with
respect to any matter.

The firm will charge for time at its normal billing rates for
attorneys and legal assistants and will request reimbursement for
its out-of-pocket expenses. All fees and expenses will be subject
to Bankruptcy Court approval.

On March 3, 2020, the firm received from the Debtor funds in the
amount of $11,717. The firm applied $2,955 from funds received for
attorney's fees and $1,717 for the Chapter 11 filing fee, prior to
the filing of this Chapter 11 bankruptcy. The remaining funds in
the amount of $7,045 were immediately deposited into the firm's
retainer account.

The firm can be reached through:

     Areya Holder Aurzada, Esq.
     HOLDER LAW
     901 Main Street, Suite 5320
     Dallas, TX   
     Telephone: (972) 438-8800
     E-mail: areya@holderlawpc.com
    
            About C Robertson Insurance Agency, LLC

C Robertson Insurance Agency, LLC, dba Chris Robertson Farmers
Agency, an insurance agency that provides home, auto, business and
life insurance in the state of Texas, filed voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
20-30982) on March 26, 2020. The petition was signed by Christopher
Robertson, an authorized member. At the time of the filing, the
Debtor disclosed estimated assets of between $100,001 to $500,000
and estimated liabilities of the same range.  The Debtor tapped
Holder Law as its counsel.


CALPINE CORP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
Calpine Corp. at 'B+'. Fitch has also affirmed the IDR of Calpine
Construction Finance Company L.P. at 'B+' due to strong rating
linkages with Calpine. The Rating Outlook is Stable for both
companies.

In addition, Fitch has affirmed the 'BB+' rating with a recovery
rating of 'RR1' for Calpine's and CCFC's first-lien debt. Calpine's
first- lien debt consists of $2 billion revolving credit facility,
$4.1 billion of term loans (including $967 million at CCFC) and
$2.4 billion of senior secured notes. Fitch has also affirmed the
'BB-' rating with a recovery Rating of 'RR3' for Calpine's $3.0
billion senior unsecured notes. 'RR1' and 'RR3' ratings imply
outstanding and good recovery prospects, respectively, in the event
of default.

Calpine's ratings reflect its elevated leverage and high business
risk associated with owning a largely uncontracted power generation
fleet. The ratings also consider the positive attributes of
Calpine's fleet, such as a relatively clean fuel profile,
geographic diversity and the ability to generate consistent EBITDA
in different natural gas price environments. A strong financial
performance in 2019, aided by higher than expected resource
adequacy prices in California and a run up in power prices in Texas
during the months of August and September, allowed the company to
achieve its net debt to EBITDA target of 4.5x.

A weaker macro backdrop owing to coronavirus induced economic
slowdown will likely hurt EBITDA in 2020. Fitch expects pressures
on EBITDA to linger in 2021 given relatively lower hedged position
for the generation fleet. Fitch expects leverage as measured by
gross debt-to-EBITDA to remain closer to 5.0x over 2020 - 2022, yet
remain comfortably below its negative sensitivity trigger of 6.0x.

KEY RATING DRIVERS

Relatively Stable EBITDA Profile: Ownership of a relatively younger
and predominantly natural gas-fired power generation fleet enables
Calpine to generate stable EBITDA in the current low natural gas
price environment through higher run times. Longer-term contracts,
in particular for its geothermal fleet in California, and forward
integration into the retail electricity business add further
stability to profitability and cash flows. Retail margins in the
commercial and industrial segments have generally remained
range-bound during commodity cycles, and residential retail margins
are usually countercyclical, given the length and stickiness of
customer contracts.

Impact of Coronavirus: An economic slowdown induced by coronavirus
will have a detrimental impact on power demand. Fitch expects
commercial and industrial sales to decline in 2020 due to a severe
pull back in economic activity. This is likely to impact Calpine's
retail business. Given Calpine's ratable hedging policy for its
generation fleet, the impact on generation EBITDA may be more
pronounced in 2021 and will depend upon the duration and severity
of the slowdown.

Fitch expects Calpine to generate adjusted EBITDA in a narrow range
of $1.9 billion-$2.1 billion over 2020-2022, driven by Fitch's
expectation of fall in power demand, lower MWh sales and higher
uncollectible in the retail C&I business, modest pull back in power
prices and completion of announced growth projects. Fitch's EBITDA
forecasts incorporate a natural gas price assumption at Henry Hub
of $1.85/million cubic feet (mcf), $2.1/mcf and $2.25/mcf in 2020,
2021, and 2022, respectively.

Exposure to PG&E: Calpine sells power to Pacific Gas & Electric
Company under long-term power purchase agreements (PPAs) from
certain of its natural gas and geothermal plants. The project debt
at its two-natural gas-fired plants, Russell City Energy Center and
Los Esteros Critical Energy Facility, both of which have PPAs with
PG&E, stood at $272 million and $135 million, respectively, as of
Dec. 31, 2019.

While PG&E continues to perform under its contracts in bankruptcy,
the cash distribution from these projects is being withheld subject
to the terms of the project debt agreements associated with the two
plants along with collateral from PG&E. Calpine executed
forbearance agreements with its lenders in July 2019 to not
accelerate debt payments. The forbearance agreements are effective
for rolling 90-day periods as long as PPAs are not rejected and
there is no other default under the project debt. PG&E is expected
to exit the bankruptcy by the end of June 2020 and the current
reorganization plan filed with the bankruptcy court and supported
by the governor does not contemplate any changes to the PPAs.

Modest Deterioration in Credit Metrics: In 2019 Calpine achieved
its net debt-to-EBITDA target of 4.5x. 2019 EBITDA was boosted by
strong resource adequacy prices in California and the run up in
power prices in Texas in August and September in response to summer
heat and low reserve margins. Fitch expects headwinds created by
the coronavirus pandemic to negatively impact power demand in 2020
and 2021 and undermine any material recovery in power prices. As a
result, Fitch expects Calpine's gross debt-to-EBITDA to increase to
approximate 5.0x over 2020 - 2022. With the wind down of growth
capex, Fitch expects Calpine to generate FCF (before dividend) of
approximately $1 billion annually. Fitch expects FFO interest
coverage to range between 3.0x-3.5x, in line with a 'B+' profile.

Fitch's key concern relates to light covenants in the credit
agreements that pose minimal restrictions on use of asset sale
proceeds. Calpine sold two of its power plants for approximately
$360 million in July 2019. The sale proceeds and cash on hand were
used to fund a $400 million dividend.

Rating Linkages with CCFC: Strong contractual, operational and
management ties exist between Calpine and Calpine Construction
Finance Company, L.P. (CCFC; B+/Stable). CCFC sells a majority of
its power plant output under a long-term tolling arrangement with
Calpine's wholly-owned marketing subsidiary. CCFC is also a party
to a master operation and maintenance agreement and a master
maintenance services agreement with another wholly-owned Calpine
subsidiary. Fitch consequently determined a strong rating linkage
exists between CCFC and Calpine. Fitch believes CCFC possesses a
stronger credit profile, and therefore, taking a weak parent/strong
subsidiary approach, assigns the same IDR to 'CCFC' as Calpine.
Both IDRs are assigned based on the consolidated credit profile.

Recovery Analysis: The individual security ratings at Calpine are
notched above or below the IDR as a result of the relative recovery
prospects in a hypothetical default scenario. Fitch values the
power generation assets that guarantee the parent debt using a net
present value (NPV) analysis. A similar NPV analysis is used to
value the generation assets that reside in non-guarantor
subsidiaries, and the excess equity value is added to the parent
recovery prospects. The generation asset NPVs vary significantly
based on future gas price assumptions and other variables, such as
the discount rate and heat rate forecasts in California, ERCOT and
the Northeast.

For the NPV of generation assets used in Fitch's recovery analysis,
Fitch uses the plant valuation provided by its third-party power
market consultant, Wood Mackenzie, as well as Fitch's own gas price
deck and other assumptions. The NPV analysis for Calpine's
generation portfolio yields approximately $1,500/kW for the
geothermal assets and an average of $475/kW for the natural gas
generation assets.

The recovery analysis resulted in a Recovery Rating of 'RR1',
implying outstanding recovery, for the first lien debt and a
Recovery Rating of 'RR3', implying good recovery, for the senior
unsecured debt in the event of default.

DERIVATION SUMMARY

Calpine is unfavorably positioned compared to Vistra Energy Corp.
(BB/Positive) with respect to size, asset composition and
geographic exposure but well-positioned relative to TransAlta
Corporation (BB+/Stable) and Talen Energy (B/Stable). Vistra is the
country's largest independent power producer, with approximately 39
gigawatts of generation capacity, compared with Calpine's 26
gigawatts, TransAlta's 8 gigawatts and Talen's 15 gigawatts. Vistra
benefits from its ownership of large and well-entrenched retail
electricity businesses in contrast to Calpine, whose retail
business is smaller.

The biggest qualitative strength for Calpine, in Fitch's view, is
its younger and predominantly natural gas-fired fleet, which bears
less operational and environmental risk than coal-fired assets
owned by Vistra, TransAlta and Talen. In addition, Calpine's EBITDA
is very resilient to changes in natural gas prices and heat rates,
compared with peers. Calpine's leverage is higher, however, which
results in a lower rating. Calpine's forecast leverage at 5.0x, as
measured by total debt/EBITDA, is higher than Vistra's 3.0x and
TransAlta's 4.3x but lower than Talen (high 5.0x in 2022).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer
Include:

  -- Wholesale power prices based on forward market curves
     through 2022;

  -- Annual debt amortizations of $200 million‒$225 million
     annually;

  -- Growth capex of approximately $200 million; growth projects
     include Washington Parish (2020) and Storage (2021);

  -- O&M costs generally escalating at 1.0% through 2022;

  -- Dividend to sponsors at $750 million p.a.;

  -- Taxes assume net operating loss usage.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Positive rating actions for Calpine and CCFC appear unlikely
     unless there is material and sustainable improvement in
     Calpine's credit metrics compared with Fitch's expectations;

  -- Gross debt /EBITDA below 4.0x on a sustainable basis and/or
     conservative capital-allocation policies.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Sale of and/or addition of structurally senior secured debt
     at core assets with an aim to maximize shareholder returns
     without commensurate debt reduction;

  -- Weaker power demand or higher than expected power supply,
     depressing wholesale power prices in its core regions;

  -- Unfavorable changes in regulatory construct and rules in
     its markets;

  -- An aggressive growth strategy that diverts a significant
     proportion of growth capex toward merchant assets or an
     inability to renew expiring long-term contracts;

  -- Total adjusted debt/EBITDA above 6.0x on a sustained basis;

  -- Any incremental leverage and/or deterioration in NPV of the
     generation portfolio would lead to downward rating pressure
     on the unsecured debt.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Calpine had approximately $1.1 billion of cash
and cash equivalents, excluding restricted cash, at the corporate
level as of Dec. 31, 2019, and approximately $1.4 billion of
availability under the corporate revolver. Most of the corporate
cash was used to pay down approximately $1 billion of debt in
January 2020.

Calpine amended its corporate revolving facility in April 2019,
increasing the capacity by $330 million to $2.02 billion. In August
2019, another amendment reduced the commitments to $2.0 billion.
The revolving facility matures March 8, 2023. Calpine has three
unsecured LOC facilities totaling approximately $300 million, of
which $3 million was available as of Dec. 31, 2019. One of the
facilities with commitments of $150 million matures partially in
June 2020 and fully by December 2020. The other two facilities
totaling $50 million and $100 million mature in December 2023 and
December 2021, respectively. Calpine also can issue first-lien debt
for collateral support.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).


CALUMET SPECIALTY: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg
-------------------------------------------------------------------
Fitch Ratings has affirmed Calumet Specialty Products Partners
L.P.'s Long-Term Issuer Default Rating at 'B-'. Fitch also affirmed
the rating of the secured revolving credit facility and FILO
tranche facility at 'BB-'/'RR1' and unsecured notes at 'B-'/'RR4'.
The Rating Outlook is revised to Negative from Stable.

The ratings reflect Calumet's pressured near-term credit metrics,
partially offset by steps management has taken to improve its
liquidity and debt maturity profiles. Though Calumet had previously
been on the precipice of transitioning to FCF positive, Fitch now
forecasts muted FCF generation in the near term due to demand
pressure stemming from the coronavirus pandemic. Calumet's fuel
products segment is levered to commodity and refined products
prices, and significant maturities remain in 2022 and 2023.
Management's self-help measures to-date have been credited
supportive.

The Negative Outlook reflects the drastic drop in demand and
Fitch's expectation for weaker liquidity related to the
coronavirus. Although refiners have historically shown an ability
to respond quickly to a drop in demand, liquidity will likely be
materially reduced in the near term, potentially resulting in
longer-term funding issues. While liquidity is the company's most
imminent risk, Fitch notes that the 2022 notes go current in early
January, and that should the company sufficiently maintain its
liquidity through the coronavirus pandemic, it would then have to
turn its attention to refinancing the notes. The outlook could be
removed if conditions normalize and liquidity has not been
materially compromised, alongside Fitch's expectation that the
company's market access at that time is sufficient to address the
2022 maturities. Fitch will continue to monitor developments
related to Calumet's liquidity - in particular,
lower-than-anticipated reductions to the company's borrowing base,
relatively positive working capital developments, and other
measures to access additional liquidity, all of which would be
viewed as improvements to the company's credit profile.

KEY RATING DRIVERS

Coronavirus Pressures Demand, Liquidity: The material reduction in
gasoline demand since the onset of the coronavirus pandemic is
likely to result in significantly lower crack spreads and refinery
margins as utilization rates fall. The company's specialty
chemicals business accounts for roughly two thirds of its overall
operations - Fitch notes that this business is likely to see less
volatility than Calumet's fuel products, but notes that certain
applications - in particular, the company's industrial lubricants
− tend to track manufacturing activity, which may see a material
weakening due to the coronavirus pandemic.

As a result, Fitch believes liquidity will be pressured, with
roughly neutral FCF in the near-term and a potentially smaller
borrowing base. The company's financial maintenance covenant
springs if revolver availability under the credit agreement falls
below the sum of the amount of FILO loans outstanding and the
greater of 10% of the borrowing base (or 15% of the borrowing base
while the refinery asset is included in the borrowing base - this
is currently the case) and $35 million. Fitch believes management
has proactively taken steps to preserve and generate liquidity, but
will continue to monitor the company's liquidity management.

Specialty Chem Provides Some Insulation: In the long-run, Fitch
views Calumet's specialty products segment, which the company
considers its core business, as providing more stable and
predictable cash flows that offset the volatility of the company's
fuel products segment. The segment benefits from specialized
product offerings that provide value to customers, have relatively
strong brand recognition and generally serve niche end-markets.
Calumet's ongoing orientation toward these products (rather than
fuel products) affords them some insulation from demand pressures
that they would not have enjoyed were they a pure play refiner.
Certain products with oil-based feedstocks may experience a brief
period of gross margin expansion, as pricing lags slightly behind
price movements in oil. These products are also difficult to
replace without changing the end-products formulation - as a
result, the risk associated with them is volumetric. The company's
lubricants, in particular the industrial lubricants, are
particularly exposed to linked weakness from the coronavirus
pandemic.

Upcoming Maturities Remain: Although over $675 million in aggregate
of unsecured notes come due in 2022 and 2023, Fitch believes that
should macroeconomic conditions begin to normalize, Calumet will be
able to address these maturities through a combination of new debt
issuance and repayment with FCF.

In terms of additional liquidity levers, fuel refinery asset sales
(like San Antonio in November) remain as an option to address the
upcoming maturities; however, refinancing the 2022 and/or the 2023
maturities with secured notes is no longer feasible, due to
springing security provisions under the 2025 notes indenture. The
provision removes risk that unsecured notes become subordinated,
because all future issuances will rank equally in right of payment
and security.

ESG Considerations: Calumet has an ESG Relevance Score of 4 for
Exposure to Environmental Impacts because Gulf Coast refineries and
downstream facilities have exposure to extreme weather events,
namely hurricanes, which periodically lead to extended shutdowns.
This has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors. Additionally,
Calumet has an ESG Relevance Score of 4 for Financial Transparency,
due to the auditor's adverse opinion on Calumet's internal control
over financial reporting. This has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.

DERIVATION SUMMARY

Calumet's current leverage is higher than TPC Group Inc. (B-/RWN)
or SK Blue Holdings, LP (B/Stable), but is expected with the
company's deleveraging delayed by the onset of the coronavirus
pandemic. The performance of specialty peers is less reliant on
favorable commodity price movements and therefore less volatile
than Calumet's results. SK Blue is primarily a specialty products
producer, and although TPC formerly had substantial commodity price
exposure, this has recently been mitigated through fixed price
contracts. An explosion at one of TPC's two sites highlights its
relative lack of geographic diversification and heightened event
risk relative to Calumet. Calumet's stated ideal operating profile
is specialty-focused. Operationally, Calumet's many refineries and
facilities throughout the U.S. provide the company with more
flexibility/optionality than similarly sized peers like TPC, with
the refineries also contributing to earnings volatility.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

  -- West Texas Intermediate (WTI) crude oil price deck of
     $32/barrel in 2020, $42 in 2021, $50 in 2022 and $52 in 2023;

  -- Crack spreads and refinery utilization drop sharply in 2020,
     and recover over the remainder of the forecast;

  -- Specialty chem headwinds related to slowdown in industrial
     manufacturing, weighing particularly on industrial
     lubricants;

  -- FFO Fixed Charge Coverage at or around 1.5x in 2020-2021.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Calumet would be reorganized as
a going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.

Going-Concern (GC) Approach

Calumet's GC EBITDA assumption of $200 million is a combination of
a $135 million EBITDA for the specialty products segment and a $65
million EBITDA for the fuel products segment.

The segment EBITDA for the specialty segment reflects its
historical margin stability and more specialized products.

The EBITDA estimate for fuel products takes into account the
tailwinds from IMO 2020 that combined would likely lead to more
favorable post-bankruptcy earnings for the fuel products segment as
compared to 2016, when adverse market conditions lead to the
segment generating negative EBITDA.

A multiple of 5.7x EBITDA on a consolidated basis is applied to the
GC EBITDA to calculate a post-reorganization enterprise value. The
choice of this multiple considered the following factors:

Fitch used a multiple of 6.0x for Calumet's specialty segment.
Fitch believes that a highly specialized chemical company, which
Fitch usually defines, all else equal, as a chemical company with
EBITDA margins around 20% or greater, could see a post-bankruptcy
multiple as high as the mid-single digits.

For the fuel products segment, Fitch used a lower multiple of 5x.
This reflects the relative uncertainty of the segment's cash flows
due to its commodity price exposure and is within the general 4x to
6x sales multiple refineries have generally realize in an asset
sale. The 5.0x multiple is below the median 6.1x exit multiple for
energy in Fitch's historical bankruptcy case study, and reflects
typically lower multiples for refining versus the broader energy
space.

The senior secured revolver is expected to be drawn at less than
currently available borrowing base due to Fitch's expectation that
this amount would likely reduce as Calumet approaches bankruptcy,
especially since the borrowing base is recalculated monthly and
influenced by commodity prices. Fitch's recovery analysis also
includes Calumet's inventory financing obligations.

The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first lien ABL,
FILO (together $326.52 million—80% draw on existing borrowing
base, $25 million FILO) and inventory financing arrangement ($134.3
million), which are each subject to a working-capital linked
borrowing base and are well collateralized. The Great Falls
refinery is temporarily included in the ABL's expanded borrowing
base as well. The senior unsecured notes ($1.2 billion) have a
recovery corresponding to 'RR4'.

RATING SENSITIVITIES

A revision of the Outlook to Stable would be considered given
Fitch's expectation that the company will maintain a comfortable
liquidity buffer while also demonstrating the ability to address
the 2022 maturities, with FFO Fixed Charge Coverage above 1.5x,
potentially due to a strong rebound in fuel product demand in the
near-term.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Successful transition towards specialty products leading to
     more consistency in gross profit margins and an improved FCF
     profile;

  -- Debt/EBITDA sustained at or below 4.5x or FFO Adjusted
     Leverage sustained at or below 5.0x.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Pressured market conditions in the fuel products segment
     leading to increased volatility in margins, a negative FCF
     profile, and/or a weaker liquidity position;

  -- A pressured liquidity position

  -- FFO Fixed Charge Coverage sustained below 1.5x.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Weakening Liquidity Forecasted: Calumet's borrowing capacity of
$401.9 million as of YE 2019 is expected to fall significantly in
2020. A plurality of the company's borrowing base is comprised of
specialty chemical product inventory, with the remainder comprised
of fixed asset contribution and fuels. Fitch believes that the
borrowing base associated with fuels will fall sharply in the near
term, but understands other components are less susceptible to
market impacts. Simultaneously, Fitch anticipates cash generation
to be muted given the volumetric hits to the company's business,
inclusive of certain measures like cutting capital expenditures.

Maturity Profile: The revolver matures in February 2023. The
company's senior unsecured notes are due in 2022, 2023, and 2025.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

Calumet has an ESG Relevance Score of 4 for Exposure to
Environmental Impacts because Gulf Coast refineries and downstream
facilities have exposure to extreme weather events, namely
hurricanes, which periodically lead to extended shutdowns. This has
a negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

Calumet has an ESG Relevance Score of 4 for Financial Transparency,
due to the auditor's adverse opinion on Calumet's internal control
over financial reporting. This has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.


CAN B CORP: BMKR LLP Raises Substantial Going Concern Doubt
-----------------------------------------------------------
Can B Corp., f/k/a Canbiola, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
a loss and comprehensive loss of $4,592,470 on $2,305,503 of total
revenues for the year ended Dec. 31, 2019, compared to a loss and
comprehensive loss of $4,112,277 on $668,603 of total revenues for
the year ended in 2018.

The audit report of BMKR, LLP states that the Company's significant
operating losses raise substantial doubt its ability to continue as
a going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $6,930,870, total liabilities of $564,666, and a total
stockholders' equity of $6,366,204.

As of December 31, 2019, the Company had cash and cash equivalents
of $46,540 and a working capital of $2,881,147.  For the years
ended December 31, 2019 and 2018, the Company had net loss of
$4,592,470 and $4,112,277, respectively.  The Company said that
these factors raise substantial doubt as to its ability to continue
as a going concern.

The Company plans to improve its financial condition by raising
capital through sales of shares of its common stock.  Also, the
Company plans to expand its operation of CBD products to increase
its profitability.

A copy of the Form 10-K is available at:

                       https://is.gd/BUUpnN

Can B Corp., f/k/a Canbiola, Inc., develops and sells cannabidiol
(CBD) based products for pain, insomnia, epilepsy, anxiety,
inflammation, and nausea in the United States.  The company
provides CBD products derived from hemp, including oils, creams,
moisturizers, chews, vapes, isolate, gel caps, concentrates, and
water through its Website, and doctors and other medical
professionals.  It also offers WRAPmail, a technology that combines
custom marketing content with organization email to provide
marketing platform for organizations and personal use; and Bullseye
Productivity Suite, a cloud-based system that consolidates office
productivity tools into one online experience.  The company was
formerly known as Canbiola Inc. and changed its name to Can B Corp.
in February 2020.  Can B Corp. was founded in 2005 and is based in
Hicksville, New York.


CCO HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Long-Term Issuer Default
Ratings assigned to CCO Holdings, LLC, Charter Communications
Operating, LLC, Time Warner Cable, LLCand Time Warner Cable
Enterprises LLC. Fitch has also affirmed the 'BBB-'/'RR1' senior
secured ratings and 'BB+'/'RR4' senior unsecured ratings and
assigned a 'BBB-'/'RR1' rating to CCO's proposed benchmark
issuances of senior secured notes. The company is expected to use
net proceeds from the offering for general corporate purposes. The
Rating Outlook is Stable.

Charter had approximately $78.4 billion of debt outstanding as of
Dec. 31, 2019, including $56.3 billion of senior secured debt, pro
forma for recent debt issuance and completed and expected debt
repurchases, redemptions or repayments. CCOH, CCO, TWC and TWCE are
indirect wholly owned subsidiaries of Charter.

KEY RATING DRIVERS

Leading Market Position: Charter is the third-largest multichannel
video programming distributor in the U.S. behind Comcast Corp. and
AT&T (through its DirecTV subsidiary) and the second largest cable
MVPD behind Comcast. Fitch continues to view Charter's May 2016
merger with Time Warner Cable, Inc. and acquisition of Bright House
Networks, LLC (the transactions) positively and believes they
strengthen Charter's overall credit profile.

Credit Profile: Charter's 29.2 million customer relationships as of
Dec. 31, 2019 position it as one of the largest MVPDs in the U.S.,
providing the company with significant scale benefits. LTM revenue
and EBITDA totaled approximately $45.8 billion and $16.9 billion,
respectively. Fitch estimates total Fitch-calculated gross leverage
was 4.6x, while secured leverage was 3.3x for LTM Dec. 31, 2019,
pro forma for recent debt issuance and completed and expected debt
repurchases, redemptions or repayments.

Improving Operating Momentum: Charter's operating strategies are
positively affecting its operating profile, resulting in a
strengthened competitive position. The market-share-driven strategy
focusing on enhancing the overall competitiveness of its video
service and leveraging its expanding all-digital infrastructure is
improving subscriber metrics, growing revenue and ARPU, and
stabilizing operating margins. Fitch also believes the expansion of
Charter's mobile service offerings under a mobile virtual network
operator agreement with Verizon Communications Inc. should offer
potential future bundling benefits, which should eventually offset
the near-term infrastructure spending.

Integration Execution: Charter's ability to manage the simultaneous
integration of the transactions while limiting disruptions in
existing systems is captured in the company's improved cable
operating performance. Although Fitch believes Charter has realized
its expected run-rate transaction integration synergies,
system-wide wireless rollout costs are expected to be a drag on
near-term total margins. However, cable-adjusted EBITDA margins,
excluding wireless revenues and operating costs, improved to 40.5%
in fourth-quarter 2019 (4Q19) from 37.5% in 4Q17 while
cable-adjusted EBITDA of $17.4 billion in fiscal 2019 grew 6.6%
over fiscal 2018.

Implications of Coronavirus: Fitch believes the cable sector,
including Charter, will be more resilient to a downturn than other
sectors given the integral nature of video and broadband services,
especially in the current environment, and the industry's
predictable recurring payment stream. As such, over the near term
Fitch assumes shelter in place requirements will have a positive
effect on video and broadband growth, which should more than offset
significant declines in the SMB segment and an advertising
recession, excluding political, both lasting into 2021. However,
although Fitch expects an increase in bad debt expense and ongoing
mid-single digit subscriber declines after a slight lull in 2020,
the long-term potential for financial damage to the sector and the
trajectory of any recovery remain highly uncertain, depending on
the severity and duration of the crisis.

Debt Capacity Growth: Charter maintains a target net leverage range
of 4.0x-4.5x and up to 3.5x senior secured leverage. Fitch expects
Charter to continue creating debt capacity and remain within its
target leverage, primarily through EBITDA growth. Proceeds from
prospective debt issuances under debt capacity created are expected
to be used for shareholder returns (as of Dec. 31, 2019, Charter's
stock buyback program had authority to purchase up to $1.4 billion
of its Class A common stock and/or CCH's common units) along with
internal investment and accretive acquisitions. Fitch does not
expect Charter to maintain significant cash balances, resulting in
Fitch-calculated total gross leverage roughly equating to total net
leverage over the rating horizon.

DERIVATION SUMMARY

Charter is well positioned in the MVPD space given its size and
geographic diversity. With 29.2 million customer relationships,
Charter is the third-largest U.S. MVPD after AT&T Inc., through its
DirecTV and U-verse offerings, and Comcast Corporation. Both AT&T
(A-/Stable) and Comcast (A-/Stable) are rated higher than Charter
due primarily to lower target and actual total leverage levels and
significantly greater revenue size, coverage area and segment
diversification.

Charter's ratings should be held in check as the company expects to
continue issuing debt under additional debt capacity created by
EBITDA growth while remaining within its target total net leverage
range of 4.0x-4.5x. Proceeds from prospective debt issuance under
this additional debt capacity are expected to be used for
shareholder returns along with internal investment and accretive
acquisitions. No country ceiling, or parent/subsidiary aspects
affect the rating.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

  -- Revenues: Total revenues increase mid-single digits as Fitch
expects the coronavirus pandemic to have offsetting effects on
Charter's business segments. Near term, Fitch is expecting
significant declines in SMB revenues through 2021 as shelter in
place requirements increase the potential for companies to go out
of business. Advertising is expected to be soft over the same
period, while political spending offsets mid to high single digit
declines in underlying ad spend in 2020, the absence of political
ads in 2021 results in a high single digit overall decline.
However, these issues are more than offset by Internet revenue
growth, expected in the mid-teens in 2020 due to increased Internet
usage and returning to historical mid-single digit increases
thereafter. In addition, video revenues are expected to realize
continued low single digit growth over the rating horizon, despite
ongoing underlying subscriber losses.

  -- Adjusted EBITDA Margins: Total margins improve by almost 100
bp over the rating horizon as continued cable margin improvement
more than offsets negative wireless margins;

  -- Capital intensity begins to decline over time as primary cable
(100% digital using DOCSIS 3.1 to offer 1GHz of service) and
wireless infrastructure upgrades have been completed and revenues
continue to grow. However, annual capex spending declines by less
than 10% over the rating horizon;

  -- FCF improves from $4.4 billion to $9.4 billion by 2023;

  -- Charter issues sufficient debt to fund maturities and for
shareholder returns using debt capacity created by EBITDA growth.

  -- Fitch expects Charter to remain at the high end of its target
net leverage of 4.0x to 4.5x.

  -- Fitch excludes M&A activity given the lack of transformational
acquisitions opportunities.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Demonstrating continued progress in closing gaps relative to
industry peers in service penetration rates and strategic bandwidth
initiatives;

  -- A strengthening operating profile as the company captures
sustainable revenue and cash flow growth, and the reduction and
maintenance of total leverage below 4.0x.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- A leveraging transaction or adoption of a more aggressive
financial strategy that increases leverage over 5.0x in the absence
of a credible deliveraging plan;

  -- Perceived weakening of its competitive position or failure of
the current operating strategy to produce sustainable revenue, cash
flow growth and strengthening operating margin.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch regards Charter's liquidity position and
overall financial flexibility as satisfactory given the rating.
Charter's financial flexibility will improve in step with the
continued growth in FCF generation. The company's liquidity
position as of Dec. 31, 2019 comprised $3.5 billion of cash
(prefunding February 2020 and July 2020 maturities), and was
supported by full availability under its $4.75 billion revolver,
$249 million of which matures in March 2023 and $4.5 billion in
February 2025, and anticipated FCF generation.

Charter's maturity schedule thorough 2022 is manageable, with $0.3
billion remaining due in 2020 (pro forma for the $2.0 billion of
3.579% notes due July 2020 prefunded with 4Q19 debt issuance), $2.0
billion in 2021 and $3.3 billion in 2022. Thereafter, annual bond
maturities range from $1.0 billion (2023) to $5.8 billion (2025)
through 2030. Charter will have to dedicate a significant portion
of potential debt issuance during that period to servicing annual
maturities, which could reduce cash available for share
repurchases, especially in the event of market dislocation.
Although Fitch expects Charter would be able to access capital
markets to meet its upcoming maturities, the company's liquidity
profile could be weakened if a market dislocation is severe enough
to hinder the company's ability to access the market.

CCO is the public issuer of Charter's senior secured debt, and CCOH
is the public issuer of Charter's senior unsecured debt. All of
CCO's existing and future secured debt is secured by a
first-priority interest in all of CCO's assets and is guaranteed by
all of CCO's subsidiaries, including those that hold the assets of
Charter, TWC, Bright House and CCOH. All of CCOH's existing and
future debt is structurally subordinated to CCO's senior secured
debt and is neither guaranteed by nor pari passu with any secured
debt.

With Charter's Fitch-calculated secured leverage expected to remain
below 4.0x over the rating horizon and strong underlying asset
value, Fitch does not view structural subordination as impairing
recovery prospects at the unsecured level. Thus, Charter's
unsecured notes are not notched down from the Issuer Default
Rating.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).


CHARTER COMMUNICATIONS: Moody's Rates Senior Secured Notes 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Charter
Communications, Inc.'s senior secured notes (maturing in 2031 and
2051) issued at Charter Communications Operating, LLC and Charter
Communications Operating Capital Corp. Moody's expects the proceeds
of the notes issuance to be used for general corporate purposes.
Charter's Ba2 corporate family rating, Ba2-PD probability of
default rating, and all instrument ratings, are unaffected by the
proposed transaction. The outlook is stable.

Moody's expects the terms and conditions of the newly issued notes
will be materially the same as existing senior secured notes,
ranking equally in right of payments with all of Charter's existing
and future senior debt, and will be guaranteed on a senior secured
basis.

Moody's views the transaction as credit neutral. Moody's expects
the proceeds from the offerings to be principally used to repay
future near-term maturities. Moody's believes any incremental
leverage (net of repayment) will not materially change the credit
profile or the proportional mix of secured and unsecured debt, or
the resultant creditor claim priorities in the capital structure.

Assignments:

Issuer: Charter Communications Operating, LLC

  Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD3)

RATINGS RATIONALE

Charter's credit profile is supported by the company's substantial
scale and share of the US market which is protected by a superior,
high-speed network. Charter is the second largest cable company in
the United States, passing approximately 52.2 million homes and
serving about 29.2 million customers across 41 states. It provides
video, data, voice, and mobile wireless services, which produced
around $45.8 billion in revenue in 2019, principally from about
53.7 million residential and commercial primary service units
(PSU's) and over 1 million mobile lines. Broadband demand drives
growth and profitability, providing an operating hedge to weakness
in video and voice services while solid free cash flows support
good financial flexibility.

Charter's credit profile reflects governance risks, notably a
financial policy that tolerates high absolute debt levels and
elevated financial leverage. Charter's financial policy remains a
key driver of the credit profile, with management targeting net
debt-to-EBITDA in the 4.0-4.5x range despite the capacity to
deliver further with a more conservative financial policy. Charter
is also challenged by declining voice and video services which is
experiencing secular decline from intense competition. Lower video
penetration is likely to continue for the foreseeable future.
Charter has also just begun offering mobile wireless services
through its MVNO with Verizon Communications Inc., making it a true
quad-player. While Moody's anticipates this service to add scale,
diversify revenues, increase subscribers and help reduce churn /
increase retention, it also expects wireless start-up costs to be a
burden on profits and cash flows with steady-state economics that
are less favorable than the existing cable model.

The senior secured credit facilities and senior secured notes at
Charter Communications Operating, LLC, Time Warner Cable LLC, and
Time Warner Cable Enterprises LLC are rated Ba1 (LGD3), one notch
above the Ba2 CFR. Secured lenders benefit from junior capital
provided by the senior unsecured notes at CCO Holdings, LLC. The
senior unsecured notes at CCO Holdings, LLC. are the most junior
claims and are rated B1 (LGD5), and are subordinated to the secured
obligations of its subsidiaries. The instrument ratings reflect the
probability of default of the company, as reflected in the Ba2-PD
Probability of Default Rating, an average expected family recovery
rate of 50% at default given the mix of secured and unsecured debt
in the capital structure, and the particular instruments' ranking
in the capital structure. Estimated lease rejection claims and
trade payables are unrated, and do not affect the instrument level
ratings given their insignificance to the total quantum of
obligations.

The stable outlook reflects its expectation that debt, revenues,
and EBITDA will near $76 billion, $47-48 billion, and $17-18
billion, respectively by the end of 2020 (all Moody's adjusted).
Moody's projects EBITDA margins in mid-30% range will produce free
cash flows near $4.5 billion. Key assumptions include capex to
revenue near 15% and average borrowing costs near 5.5%. Moody's
expects video PSU's to fall by low single digit percent, and data
PSU's to rise by mid-single digit percent. It assumes ramping the
mobile wireless business will be a net cash cost of over $1 billion
(over the next 12 to 18 months). Moody's expects key credit metrics
to remain stable or improve modestly, and free cash flow to debt to
improve, approaching 6% by 2020. Moody's expects liquidity to
remain good.

Charter is a public company. The largest shareholders are Liberty
Broadband Corporation and Advance/Newhouse, and institutional
investors. The company has 13 directors on its Board, including the
CEO, with the majority of the members deemed independent. Leverage,
which is currently near 4.5x (Moody's adjusted, 2019 year-end),
will remain relatively unchanged with any improvement over the next
12-18 month likely to be marginal, driven principally by modest
EBITDA growth. Based on historical patterns, Moody's does not
expect Charter to voluntarily or materially reduce debt with free
cash flow, but assume maturities will be refinanced/rolled over
with excess cash flow used for share repurchases and other
corporation transactions.

The SGL-2 liquidity rating reflects good liquidity with positive
free cash flow, a largely undrawn $4.75 billion revolver facility,
and only incurrence-based financial covenants. Alternate liquidity
is constrained with a largely secured capital structure.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Moody's would consider an upgrade if:

  - Leverage (Moody's adjusted debt/EBITDA) is sustained below
4.0x, and

  - Free cash flow-to-debt (Moody's adjusted) is sustained above
5%

An upgrade would also be conditional on a high level of confidence
that further deterioration in the voice and video business, and or
losses in mobile services will not materially change the credit
profile of the business.

Moody's would consider a downgrade if:

  - Leverage (Moody's adjusted debt/EBITDA) is sustained above
4.5x, or

  - Free cash flow-to-debt (Moody's adjusted) is sustained below
low single digit percent

Moody's would also consider a negative rating action if further
deterioration in the voice and video services, and or losses in
mobile services materially and unfavorably changed the credit
profile of the company.

The principal methodology used in these ratings was Pay TV
published in December 2018.

Charter Communications, Inc., headquartered in Stamford,
Connecticut, passing approximately 52.2 million homes, and serving
about 29.2 million customers across 41 states at the end of 2019.
It provides video, data, voice, and mobile wireless services, with
roughly 53.7 million residential and commercial primary service
units (PSU's) and over 1 million mobile lines, at the end of 2019.
Revenue in 2019 was about $45.8 billion.


CHILDREN FIRST: Taps Fuerst Ittleman David as Special Counsel
-------------------------------------------------------------
Children First Consultants, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Christopher M. David, Esq. and Fuerst Ittleman David & Joseph as
its special litigation counsel.

As a special counsel, Mr. David and his firm's engagement will
focus exclusively on the investigation, analysis and prosecution of
proceedings seeking to enforce the Debtor's pre-petition provider
agreements with the Agency for Healthcare Administration and
Wellcare Health Plans, Inc., and to recover outstanding receivables
in excess of $1,500,000 and $18,000, respectively.

The attorneys designated to represent the debtor-in-possession will
be paid at these hourly rates:

    Christopher M. David, Esq.          $500
    Attorneys                           $270-$500

The terms of compensation agreed to between the Debtor and the
firm, subject to the approval of the Court, are pursuant to a
contingency fee arrangement of 35% of recoveries, net of expenses.

Christopher M. David, Esq., an attorney at Fuerst Ittleman David &
Joseph, disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Christopher M. David, Esq.
     FUERST ITTLEMAN DAVID & JOSEPH
     One Southeast Third Avenue, Suite 1800
     Miami, FL 33131

                About Children First Consultants, Inc.

Children First Consultants Inc., a mental health services provider
in Miami, Fla., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25286) on Nov. 13,
2019.  At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range.

The case is assigned to Judge Robert A. Mark.

The Debtor tapped Agentis PLLC as its counsel and Christopher M.
David and Fuerst Ittleman David & Joseph as its special litigation
counsel.


CINEMARK USA: Fitch Rates New $250MM Secured Notes 'BB+/RR1'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR1' rating to Cinemark USA,
Inc.'s new $250 million senior secured notes due 2025. Fitch has
also downgraded the senior unsecured notes to 'B'/'RR5' from
'B+'/'RR4', reflecting the reduced recovery prospects for the
unsecured holders following the issuance of a new secured debt
tranche. Cinemark Holdings, Inc.'s and Cinemark USA's Long-Term
Issuer Default Rating is currently 'B+'/Negative. Cinemark USA is a
wholly owned subsidiary of Cinemark Holdings, Inc. Cinemark had
$2.2 billion of debt outstanding as of Dec. 31, 2019, pro forma for
the $98.8 million revolver draw and the new secured debt issuance.

The new senior secured notes due 2025 will have a superior position
in the capital structure with a first lien on certain leasehold
interests in real property and a second lien security interest in
the collateral of the senior secured credit facilities. The new
notes also have a springing maturity 91 says prior to either
tranche of existing senior notes if more than $50 million of either
remains outstanding. Proceeds from the new $250 million senior
secured notes will be used to bolster the company's liquidity
position as it navigates through this difficult operating period,
driven by mandated theater closures due to the coronavirus
pandemic.

Fitch views the debt issuance positively as it will provide
Cinemark with a more material liquidity cushion to support run-rate
operating losses until the coronavirus crisis abates. Cinemark had
$479.4 million in balance sheet cash at March 31, 2020, reflecting
the $98.8 million draw under the revolver on March 25, 2020. The
new $250 million of secured debt will bring available cash balances
to roughly $730 million.

The Negative Rating Outlook continues to reflect Fitch's
expectation that theater closures will likely extend until June at
the earliest owing to the coronavirus pandemic. This will
materially affect Cinemark's financial performance. Additionally,
Fitch remains concerned over the company's ability to quickly
return to a normalized course of operations due to either changes
in consumer behavior or additional public health mandates that
limit theater attendance capacity. Fitch recognizes that many
unknowns remain, including the length and severity of the
coronavirus outbreak and any lingering long-term consequences to
consumer behavior or preferences for out-of-home filmed
entertainment.

KEY RATING DRIVERS

Coronavirus Pandemic: The coronavirus pandemic adds a significant
challenge to Cinemark's operations, which are dependent on consumer
discretionary spending and attendance. In addition, Cinemark does
not have control over the quality and timing of its theatrical film
releases. Concerns over public health and safety have resulted in
widespread cancellation of live events and mandated closure of
out-of-home entertainment venues. Cinemark operates predominantly
in the U.S. and has a presence in Latin America. Cinemark's
theaters have been closed since mid-March.

There is currently no scheduled film content set to be released
until roughly late-July 2020. Film studios have proactively shifted
releases to later in 2020 or sometime in 2021. These delays include
Disney's "Mulan" and "Jungle Cruise" (new releases late-July 2020),
Marvel's "Black Widow" (November 2020) and "The Eternals" (2021),
MGM's "No Time to Die" (November 2020) and Universal's "Fast &
Furious 9" (2021). Sony moved most of its 2020 film slate to 2021
with the exception of "Fatherhood" (October 2020). Theater
exhibitors could rely on older film studio library content to
support a soft re-opening to meet the June time frame.

Cinemark's ratings are reliant on the assumption that theatrical
exhibition will be a key window for large film releases by the
major film studios as it presents a unique opportunity for branding
and raising consumer awareness for valuable content/IP. Fitch will
continue to monitor any changes to theatrical windowing by the
major film studios as it poses a longer-term risk to movie theater
attendance levels to the extent that consumer preferences for
in-home filmed entertainment cannibalizes traditional box office.

Concerns over the secular declines in theatrical attendance are
elevated. Notably, Comcast's NBC Universal's announcement to
release certain upcoming titles simultaneously on-demand and in
theatres (i.e. "Trolls World Tour") and extend this to titles that
were recently available in theaters ("The Hunt", "The Invisible
Man" and "Emma") reflects NBCU's inability to show films to a wide
audience during this period and recoup the high upfront production
and marketing expenditures related to these projects.

Fitch does believe that there will be a meaningful rebound in
theatrical attendance once the coronavirus crisis has abated.
However, the introduction of a premium video on demand (PVOD)
offering by a major film studio raises Fitch's concerns that other
studios will take similar actions, depending on the duration of the
coronavirus crisis. This could have a longer-term impact on the
existing theatrical windowing even after public health concerns are
alleviated and theaters broadly re-open. Fitch believes the
implementation of a more permanent PVOD window could require some
negotiation with theater operators. The larger theater exhibitors
have eschewed Netflix films as Netflix continues to favor a
simultaneous on-demand and theatrical release strategy. However,
there is also increased risk that a growing number of smaller
budget or mid-budget titles will be shifted to media companies'
individual direct-to-consumer platforms (e.g. Disney is launching
"Artemis Fowl" on Disney+ and Pixar's "Onward" is already available
on that platform). Fitch believes that larger budget or tent-pole
releases require the theatrical window owing to the high production
and marketing costs associated with these projects.

Adequate Liquidity Position: Fitch anticipates a material impact to
margins and cash flow from any potential theater closures owing to
the high fixed costs of the business. Cinemark has the ability to
reduce some operating costs (i.e. reduce all hourly staff, cut
compensation for remaining essential staff, and curtail or halt
lease payments). Notably, a high degree of Cinemark's capital
expenditures is discretionary. Cinemark also maintains an annual
dividend of $1.36 per share (approximately $170 million). These
discretionary cash outflows provide Cinemark with levers to manage
the business during this period. Cinemark has suspended its
quarterly dividend, which will preserve $42 million in cash per
quarter. Incrementally, Cinemark will receive a $20 million cash
tax refund based on the company's preliminary review of the
Coronavirus Aid, Relief and Economic Security Act of 2020.

Cinemark had $479.4 million in balance sheet cash at March 31,
2020, reflecting the $98.8 million draw under the revolver on March
25, 2020. The new $250 million of secured debt will bring available
cash balances to roughly $730 million. Fitch believes this provides
Cinemark with a more material cushion to support operations until
it is able to return to a more normalized course of business. Fitch
believes that Cinemark has enough available cash to fund run-rate
operating losses through 2020 and into 2021. Fitch's current base
case forecast assumes that theaters remain closed through the end
of June with reduced theatrical attendance, even when theaters can
re-open, owing to lingering public health concerns.

The terms of the credit agreement include a springing maximum
consolidated net senior secured leverage ratio covenant of 4.25x
that will be tested only if there are revolver borrowings
outstanding. Covenant-calculated leverage was roughly 0.69x at
December 2019. The company has sought a waiver of the financial
maintenance covenant from the majority of revolving lenders for the
fiscal quarters ending Sept. 30, 2020 and Dec. 31, 2020, and
anticipates the waiver will occur concurrently with the completion
of the secured notes offering. Cinemark anticipates that it will be
in compliance with the financial maintenance covenants for the
quarters ending March 31, 2020 and June 30, 2020.

Cinemark has modest annual term loan amortization (approximately
$6.6 million annually). Cinemark's next sizable maturity comes in
December 2022 and June 2023, when the 5.125% and 4.875% senior
unsecured notes mature. The revolver matures in December 2022.
Cinemark has some runway to address these near-term maturities.
Although Fitch assumes Cinemark will extend these issues well
before maturity, refinancing would depend on accommodating capital
market access.

Scale and Market Position: Cinemark's ratings are supported by its
scale, as the third largest theater exhibitor in the U.S.,
operating 344 theaters and 4,630 screens across 41 states. The
company also has a dominant position in Latin American where it
operates 204 theaters and 1,452 screens across 15 countries.
Cinemark is the leading theater exhibitor in Brazil and Argentina,
and it is the second largest exhibitor in Chile, Colombia and Peru.
Cinemark generated $3.3 billion in revenues and $656 million in
Fitch-calculated operating EBITDA (representing a 20% margin) for
the year ended December 2019.

More Conservative Financial Profile: Cinemark's financial metrics
are strong compared to peers in the theater exhibitor sector. Total
leverage and adjusted leverage (including lease equivalent debt)
approximated 2.5x and 4.4x, respectively, for the year ended
December 2019.

Increasing Competitive Threats: The ratings factor in the
intermediate- to long-term risks associated with increased
competition from at-home entertainment media, limited control over
revenue trends, shrinking film distribution windows and increasing
indirect competition from other distribution channels (video on
demand [VOD], over the top [OTT] and streaming services). For the
long term, Fitch continues to expect that the movie exhibitor
industry will be challenged in growing attendance, and any
potential attendance declines will offset some of the growth in
average ticket prices and concessions.

Dependent on Film Studios' Product: Cinemark and its peers rely on
the quality, quantity and timing of movie product, all of which are
factors out of management's control.

DERIVATION SUMMARY

Cinemark's ratings reflect its scale and market position as the
third largest theater chain in the U.S., the largest theater chain
in Brazil and Argentina, and the second largest theater chain in
Colombia, Chile and Peru.

Cinemark maintains a more conservative balance sheet than its
peers, AMC Entertainment and Cineworld plc (B+/Rating Watch
Negative), which provides it with a better ability to manage the
business through this period of operating uncertainty. Cinemark's
total leverage and adjusted leverage (including lease equivalent
debt) approximated 2.5x and 4.4x, respectively, for the year ended
December 2019. This compares favorably to AMC Entertainment's total
leverage and adjusted leverage (including lease-equivalent debt) of
6.8x and 7.5x, respectively, at year-end 2019. Cineworld's leverage
is expected to approximate 6.0x (including lease adjusted debt),
assuming the Cineplex acquisition closes. Cinemark has similar
profitability and cash flow margins compared to Cineworld.

KEY ASSUMPTIONS

  -- Base Case reflects the material impact of the coronavirus
pandemic and Cinemark's inability to operate (no revenues) from
mid-March until mid-June. Theaters re-open thereafter, but
attendance remains challenged owing to lingering health concerns
and potential government mandates to limit capacity (i.e. social
distancing initiatives). Revenues decline roughly 47% in 2020.

  -- Run-rate monthly operating losses are estimated at ~20% of
normalized operating expenses. EBITDA declines by more than
revenues.

  -- Theater operations normalize in 2021, but attendance
levels/revenues are down relative to 2019. Low single-digit
declines thereafter.

  -- Capex of $180 million in 2020 (60% of the $300 million
previous public guidance).

  -- Dividend maintained at roughly $160 million annually.

  -- Cinemark draws down on revolver ($98.8 million) in March
2020.

  -- Cinemark issues $250 million in new secured notes due 2025
during 2020.

  -- Liquidity cushion is sufficient to support operations during
required theater closures and period of potentially reduced
capacity.

  -- The company refinances its revolver and the 2022 and 2023
bonds at maturity.

Recovery Considerations

  -- The recovery analysis assumes Cinemark would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim.

  -- Cinemark's going concern EBITDA is based on fiscal 2019 EBITDA
of $656 million. Fitch then stresses EBITDA by assuming theaters
close due to an event (i.e. coronavirus pandemic). This accelerates
declines in theatrical attendance as a result of continued media
fragmentation and changing consumer preferences. This equates to a
going-concern EBITDA of roughly $300 million, or a roughly 55%
stress. Prior recessions provide little precedent for a stress case
as, historically, theater attendance increased in six of the last
eight recessions. This was attributable to the fact that theatrical
exhibition remains a relatively cheap form of entertainment.
However, the rise of alternative distribution platforms and
streaming subscription plans (e.g. Netflix, Hulu, Disney+, HBO Max,
etc.) could place pressure on theatrical exhibition attendance in
future downturns, particularly in urban areas where the cost of an
average theater ticket exceeds $15. Fitch believes that the
recently launched theater subscription plans like AMC's Stubs List
and Cinemark's Movie Club could help support attendance levels.

  -- Fitch employs an enterprise value multiple of 5.0x to
calculate post-reorganization valuation, roughly in line with the
median TMT emergence enterprise value/EBITDA multiple and
incorporates the following into its analysis: (1) Fitch's belief
that theater exhibitors have a limited tangible asset value and
that the business model bears the risk of being disrupted over the
longer term by new distribution models; (2) recent trading
multiples (EV/EBITDA) historically in a range of 6.0x-17.0x; (3)
recent transaction multiples in a range of 9.0x (e.g. Cineworld
Group plc acquired U.S. theater circuit Regal Entertainment for
$5.8 billion in February 2018 for an LTM EBITDA purchase price
multiple of roughly 9.0x. AMC purchased U.S. theater circuit
Carmike for $1.1 billion in December 2016 for a purchase price
multiple of 9.2x, and AMC purchased international circuit Odeon and
UCI for $1.2 billion in November 2016 at a purchase price multiple
of 9.1x).

  -- Fitch estimates an adjusted, distressed enterprise valuation
of $1.3 billion.

  -- For Fitch's recovery analysis, leases are a key consideration.
While Fitch does not assign recovery ratings for the company's
operating lease obligations, it is assumed the company rejects only
30% of its remaining $1.4 billion in operating lease commitments
(calculated at a net present value(NPV)) due to their significance
to the operations in a going-concern scenario and is liable for 15%
of those rejected values. This incorporates the importance of the
leased space to the core business prospects as a going concern.
Fitch also includes all of Cinemark's finance leases as unsecured
obligations in the recovery ($156.4 million outstanding as of
December 2019).

  -- Cinemark had $2.2 billion in total debt as of December 2019
pro forma for the revolver draw and new secured debt issuance. This
includes $98.8 million in revolver borrowings, $646 million in term
loan borrowings and $1.155 billion in senior unsecured notes. The
new $250 million in secured notes due 2025 will rank senior to the
existing senior secured credit facilities with respect to the
note's collateral, which includes certain leasehold interests in
real property and junior to the credit facilities with respect to
the credit facility collateral.

  -- The recovery results in a 'BB+'/'RR1' rating on new secured
notes due 2025 and the existing secured credit facilities,
reflecting Fitch's expectation that 91%-100% recovery is
reasonable. The recovery results in a 'B'/'RR5' rating on the
secured notes, reflecting an anticipated 11%-30% recovery. The
one-notch downgrade to the senior unsecured notes reflects the
reduced recovery prospects owing to the issuance of the $250
million in secured notes due 2025.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- The Rating Outlook could be revised to Stable if Fitch gains
confidence that the severity and duration of the coronavirus
pandemic will not materially affect Cinemark's credit profile.

  -- The ratings for Cinemark have limited upside potential due to
the inherent nature of the theatrical exhibition business, the
resulting hit-driven volatility and the reliance on film studios
for the quantity and quality of films in any given period. In
strong box office years, metrics may be stronger in order to
provide a cushion in weaker box office years.

  -- Total leverage (total debt with equity credit/operating
EBITDA) sustained below 2.5x and adjusted leverage (including lease
equivalent debt) below 4.5x.

  -- FCF margins sustained in the mid- to high-single digits.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Total leverage sustained above 3.5x and adjusted leverage
sustained above 5.5x.

  -- Any deterioration in the liquidity position owing to theater
closures extending past the June time horizon or a slower than
expected return to normal operations.

  -- Increasing secular pressure as illustrated in sustained
declines in attendance and/or concession spending per patron.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Cinemark had $479.4 million in balance sheet cash at March 31,
2020, reflecting the $98.8 million draw under the revolver on March
25, 2020. The new $250 million of secured debt will bring available
cash balances to roughly $730 million. Fitch anticipates a material
impact to margins and cash flow from any potential theater closures
owing to the high fixed costs of the business. Cinemark has the
ability to reduce some operating costs (i.e. reducing all hourly
staff, reducing compensation for remaining essential staff and
curtailing or halting lease payments). Notably, a high degree of
Cinemark's capital expenditures are discretionary. Cinemark also
maintains an annual dividend of $1.36 per share (approximately $170
million). These discretionary cash outflows provide Cinemark with
levers to manage the business during this period. Cinemark has
suspended its quarterly dividend, which will preserve $42 million
in cash per quarter. Incrementally, Cinemark will receive a $20
million cash tax refund based on the company's preliminary review
of the Coronavirus Aid, Relief and Economic Security Act of 2020.

Fitch believes this provides Cinemark with a more material cushion
to support operations until it is able to return to a more
normalized course of business. Fitch believes that Cinemark has
enough available cash to fund run-rate operating losses through
2020 and into 2021. Fitch's current base case forecast assumes that
theaters remain closed through the end of June with reduced
theatrical attendance, even when theaters re-open, owing to
lingering public health concerns.

The terms of the credit agreement include a springing maximum
consolidated net senior secured leverage ratio covenant of 4.25x
that will be tested only if there are revolver borrowings
outstanding. Covenant-calculated leverage was roughly 0.69x at
December 2019. The company has sought a waiver of the financial
maintenance covenant from the majority of revolving lenders for the
fiscal quarters ending Sept. 30, 2020 and Dec. 31, 2020, and
anticipates the waiver will occur concurrently with the completion
of the secured notes offering. Cinemark anticipates that it will be
in compliance with the financial maintenance covenants for the
quarters ending March 31, 2020 and June 30, 2020.

Cinemark has modest annual term loan amortization (approximately
$6.6 million annually). Cinemark's next sizable maturity comes in
December 2022 and June 2023, when the 5.125% and 4.875% senior
unsecured notes mature. The revolver matures in December 2022.
Cinemark has some runway to address these near-term maturities.
Although Fitch assumes Cinemark will extend these issues well
before maturity, refinancing would depend on accommodating capital
market access.

ESG CONSIDERATIONS

Otherwise disclosed in this section, the highest level of ESG
credit relevance is a score of 3. ESG issues are credit neutral or
have only a minimal credit impact on the entity, either due to
their nature or the way in which they are being managed by the
entity.


CINEMARK USA: Moody's Cuts CFR to B2 & Rates Secured Loans Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded Cinemark USA, Inc.'s
Corporate Family Rating to B2 from B1 and the Probability of
Default Rating to B2-PD from B1-PD. Concurrently, Moody's
downgraded Cinemark USA's bank credit facilities to Ba2 from Ba1
(consisting of a $100 million revolving credit facility and $646.3
million outstanding senior secured term loan) and $1.16 billion of
senior unsecured notes to B3 from B2. Moody's also assigned a Ba2
rating to the proposed $250 million senior secured notes offering
as disclosed in the company's 8K filing dated April 13, 2020 [1].
The outlook remains negative.

As a wholly-owned subsidiary of Cinemark Holdings, Inc., Cinemark
USA's ratings derive support from its parent. Net proceeds from the
new secured notes will be used to enhance Cinemark's current
liquidity and for general corporate purposes. The notes are
expected to have a first lien security interest on certain of the
company's leasehold interests in real property, according to
company's the 8K filing dated April 13, 2020 [1].

RATINGS RATIONALE

The downgrade reflects Cinemark's higher than expected financial
leverage in 2020 resulting from its new secured notes offering.
Additionally, based on Moody's projections, the increased interest
expense from the incremental debt will likely result in negative
free cash flow generation this year compared to modestly positive
free cash flow that Moody's previously expected. The rating
reflects governance risks, specifically the likelihood that
leverage will remain elevated above the mid-3x range over the next
two years given the cinema industry's current operational
challenges as well as the potential for further debt entering the
capital structure to enhance liquidity.

While Cinemark will enhance internal liquidity during this period
of uncertainty resulting from the economic effects of the
coronavirus pandemic, Moody's projects that pro forma financial
leverage in 2020 will now increase to 5.6x total adjusted debt to
EBITDA compared to 5.2x previously. This is about two turns higher
than company's leverage of 3.4x at December 31, 2019. The sharp
increase is also due to Cinemark's recent $98.8 million draw under
its revolver, which boosted cash levels but also exhausted its
external liquidity sources. According to the company's 8K filing
dated April 13, 2020 [1], estimated cash levels at March 31, 2020
were $479.4 million, which includes cash from the revolver draw and
cash outlays during Q1 2020 for working capital needs, capital
expenditures and the Q4 2019 dividend payment. Incorporating the
net proceeds from the notes offering, Moody's estimates pro forma
cash balances at the end of March were around $724.4 million. Pro
forma liquidity sources combined with meaningful cost cutting
measures that Moody's expects Cinemark to undertake should enable
the company to absorb negative operating cash flows through the
first half of 2020 and potentially into Q3 2020.

The negative outlook reflects Moody's expectation for lower revenue
and EBITDA this year coupled with potentially weaker liquidity as a
result of temporary closures of Cinemark's theatre circuit in the
US (345 theatres) and Latin America (209 theatres) based on the
company's 2019 10K filing [2]. On 17 March, Cinemark announced it
will close all of its US theatres to adhere to the federal
government's recommendation that public gatherings should be
restricted to ten or fewer individuals and engage in social
distancing and as stay-at-home practices due to the widespread
coronavirus pandemic (a.k.a., COVID-19) [3]. Similar mandates have
been enacted by national and local governments across Latin America
[4][5][6], which have led to theatre closures in Argentina, Brazil,
Colombia and other regions where Cinemark operates. Moody's expects
the closures to last up to three months, similar to other movie
exhibitors, which will result in lower EBITDA. As such, Moody's
expects leverage to rise to around 5.6x (Moody's adjusted) and free
cash flow to be negative this year. However, as the virus threat is
neutralized, theatres reopen and EBITDA expands with moviegoers
gradually returning to the cinema for what is expected to be a
relatively strong movie slate next year, Moody's projects leverage
will decline to the 4x area and free cash flow generation will
revert to positive in 2021.

The negative outlook also reflects the numerous uncertainties
related to the social considerations and economic impact from
COVID-19 on Cinemark's cash flows and liquidity if the virus
continues to spread forcing Cinemark to keep its theatres closed
beyond June and government financial aid programs for the theatre
industry are delayed. Under this scenario, the ratings could be
downgraded if Moody's expects that Cinemark will exhaust its
existing liquidity sources, the company is unable to access
additional lines of credit and/or the headroom under its springing
financial covenant decreases due to revolver usage and increased
secured debt combined with higher-than-expected EBITDA shortfalls.

As this global coronavirus crisis unfolds, Cinemark benefits from
lack of exposure to Europe, which has experienced extensive
infections with several countries under nationwide or partial
lockdown. In Latin America (21% of Cinemark's total revenue based
on the company's 2019 10K filing [2]), the virus appears to have
spread at a slower pace compared to the US and Europe, though cases
may eventually escalate there as well. In the US, Cinemark has
theatre locations across 42 US states (based on the company's 2019
10K filing [2]). Of the eleven states currently with the highest
caseloads (i.e., New York, New Jersey, Michigan, Louisiana,
California, Washington, Massachusetts, Illinois, Florida,
Pennsylvania and Georgia), the company has a sizable footprint only
in California with 66 theatres based on Cinemark's 2019 10K filing
[2].

Like most cinema operators, Cinemark has a highly variable cost
structure and can quickly reduce operating costs by up to 75% in
the short-run. Moody's fully expects the company to implement plans
to minimize its cash burn as much as possible during the closure
period via a combination of natural expense reductions (i.e., costs
not incurred while theatres are closed) and management actions
aimed at reductions in maintenance, utilities, payroll and
theatre-level operating costs. With respect to the fixed rent costs
for its theatres, Moody's expects Cinemark will likely seek to
obtain cash relief or rent deferrals during the closure period and
beyond, if necessary. In the US, the National Association of
Theatre Owners (NATO) supported legislation that was recently
enacted to provide emergency financial assistance to the movie
theatre industry [7]. While Cinemark's liquidity could benefit from
such aid, Moody's has not factored this in its base case
projections for 2020.

Even before the coronavirus outbreak forced Cinemark to shut its
theatres, the company had planned to reduce operating costs this
year by $40 million via operational and process improvements to
expand margins. In view of the theatre closures, Moody's expects
Cinemark to reduce its net capex this year from the originally
planned $300 million and potentially suspend the dividend to help
preserve cash and reduce cash outlays. Given the possibility of its
theatres remaining closed for up to three months, Moody's expects
the lack of revenue generation, combined with the ongoing need to
pay certain fixed expenses and debt-servicing costs, will weaken
Cinemark's liquidity. Nonetheless, during this three-month period,
Moody's expects the company's sizable cash balances to cover the
near-term cash burn. To the extent Cinemark is able to reopen its
theatres by mid-June and patrons gradually return to its cinemas,
the company in conjunction with the major film studios could offer
promotions plus early releases and re-releases of certain premium
movies to stimulate moviegoer demand, especially during the summer
months when Cinemark typically experiences a seasonally strong box
office.

The primary risk to Cinemark over the short-run would be a
prolonged outbreak, causing its theatres to remain closed for an
extended period beyond June coupled with an exhaustion of its
existing sources of liquidity and an inability to timely access new
liquidity sources to cover the cash burn into Q3 2020. The US
emergency economic relief package for cinema operators could
improve Cinemark's ability to access additional credit lines from
its banks, if this becomes necessary. Further, Cinemark has a
sizable portfolio of unencumbered theatre assets that could
potentially be monetized to further bolster liquidity. The
secondary risk is a potential decline in headroom under the
revolver's springing covenant, however this risk will be addressed
with a waiver for the September and December quarters based on the
company's 8K filing dated April 13, 2020 [1]. Following the
company's recent $98.8 million draw down, the net senior secured
leverage covenant was triggered and headroom could decrease rapidly
when combined with a considerable decline in EBITDA and cash
balances. While the company was in compliance with the covenant at
December 31, 2019, Cinemark plans to obtain a covenant waiver from
its banks for the Q3 2020 and Q4 2020 periods, which will be
executed in conjunction with the closing of the new notes,
according to the company's 8K filing dated April 13, 2020 [1].
Moody's will closely monitor Cinemark's headroom over the coming
quarters. Depending on the timing of Cinemark's theatres reopening,
the covenant cushion could remain tight heading into Q1 2021 and Q2
2021. However, Moody's expects the company would proactively seek
to obtain covenant relief from its banks for these periods as well

To the extent Cinemark's theatres reopen by mid-June, Moody's does
not expect attendance to be strong in the second half of the year
given that 2020 was already expected to be a weak year for big
budget tentpole film debuts and movie studios have: (i) postponed
releases of several films by pulling them off the spring and summer
calendars due to the outbreak and pushing their releases later into
2020 or 2021; (ii) opted to simultaneously debut new films
direct-to-consumer on subscription video on demand (SVOD) streaming
platforms; or (iii) released movies earlier-than-normal to
streaming platforms. Further, Moody's expects some consumers will
be hesitant to visit theatres even after the outbreak has subsided
while some moviegoers will reduce their out-of-home entertainment
activities and instead watch high quality movies at home given the
growing number of providers offering premium SVOD content. The
stay-at-home safety measures put in place during the COVID-19
outbreak could accelerate this type of consumer behavior and some
individuals could spend more time viewing movies at home even after
the disease has been contained and theatres reopen. Moviegoer
demand will likely remain strong for big budget "cultural event"
premium films while in-home viewing will be reserved for low or
medium-budget second-tier films. Despite these challenges, Moody's
expects cinema operators to remain an integral part of film
studios' distribution of their movie content and a key destination
for consumers seeking affordable out-of-home entertainment.

ESG CONSIDERATIONS

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The movie theatre
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, the weaknesses in Cinemark's credit profile,
including its exposures to the US and Latin American economies have
left it vulnerable to shifts in market sentiment in these
unprecedented operating conditions and Cinemark remains vulnerable
to the outbreak's continuing spread. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Its action reflects the impact on Cinemark of the breadth and
severity of the shock, and the deterioration in credit quality it
has triggered.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The rating outlook could be revised to stable if Cinemark reopens
its theatres sooner-than-expected, as a result of faster
containment of the coronavirus, resulting in minimal impact to
liquidity; or if its theatres reopened as planned after the
three-month shut down, attendance revives and Cinemark returns to
positive operating cash flow.

A ratings upgrade is unlikely over the coming 6-12 months,
especially if the coronavirus outbreak restricts Cinemark's ability
to reopen its theatres or reduces the company's profitability if
overall attendance declines when theatres reopen. Over time, an
upgrade could occur if the company experienced positive growth in
box office attendance, stable-to-improving market share, higher
EBITDA and margins, enhanced liquidity, and exhibited prudent
financial policies that translate into an improved credit profile.
An upgrade would also be considered if financial leverage as
measured by total debt to EBITDA was sustained below 4.5x (Moody's
adjusted) and free cash flow as a percentage of total debt improved
to above 2% (Moody's adjusted).

The ratings could be downgraded if there was: (i) prolonged closure
of Cinemark's cinemas beyond three months leading to a
longer-than-expected cash burn period, an exhaustion of the
company's liquidity resources and an inability to access additional
sources of liquidity to cover the higher cash outlays; (ii) poor
execution on timely implementing the planned cost reductions; and
(iii) limited prospects for operating performance recovery in H2
2020 and 2021. A downgrade could also be considered if total debt
to EBITDA was sustained above 6.5x (Moody's adjusted) or free cash
flow generation turns negative on a sustained basis.

SUMMARY OF ITS RATING ACTIONS

Assignments:

Issuer: Cinemark USA, Inc.

$250 Million Senior Secured Notes due 2025, Assigned Ba2 (LGD2)

Ratings Downgraded:

Issuer: Cinemark USA, Inc.

Corporate Family Rating, Downgraded to B2 from B1

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

$100 Million Revolving Credit Facility due 2022, Downgraded to Ba2
(LGD2) from Ba1 (LGD2)

$646.3 Million Outstanding Senior Secured Term Loan B due 2025,
Downgraded to Ba2 (LGD2) from Ba1 (LGD2)

$400 Million 5.125% Gtd. Senior Global Notes due 2022, Downgraded
to B3 (LGD5) from B2 (LGD5)

$225 Million 4.875% Gtd. Global Notes due 2023, Downgraded to B3
(LGD5) from B2 (LGD5)

$530 Million 4.875% Gtd. Global Notes due 2023, Downgraded to B3
(LGD5) from B2 (LGD5)

Speculative Grade Liquidity Actions:

Issuer: Cinemark USA, Inc.

Speculative Grade Liquidity, Remains SGL-2

Outlook Actions:

Issuer: Cinemark USA, Inc.

Outlook, Remains Negative

Headquartered in Plano, Texas, Cinemark USA, Inc. is a wholly-owned
subsidiary of Cinemark Holdings, Inc., a leading movie exhibitor
that operates 554 theaters and 6,132 screens worldwide with 345
theatres and 4,645 screens in the US across 42 states and 209
theatres and 1,487 screens in Latin America across 15 countries.
Revenue totaled approximately $3.3 billion for the fiscal year
ended December 31, 2019.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


CITGO PETROLEUM: Fitch Alters Outlook on 'B' LT IDR to Negative
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating  of
CITGO Petroleum at 'B' and of CITGO Holding at 'CCC+', affirmed
OPCO's senior secured term loans, notes, and industrial revenue
bonds at 'BB'/'RR1', and affirmed Holdco's senior secured term
loans and bonds at 'B+'/'RR1'. Fitch has also revised the Rating
Outlook to Negative from Stable.

The Negative Outlook reflects the dramatic deterioration in
refining conditions stemming from the coronavirus pandemic, as
widespread state and local lockdowns in the U.S. have created
unprecedented declines in refined product demand, particularly
gasoline. This is consistent with Fitch's broader macroeconomic
view, which assumes a lockdown in the U.S., resulting in a sharp
contraction in economic activity (U.S. GDP -3.3% 2020), followed by
a rebound (+3.8% in 2021) as lockdown conditions are eased in the
second half of 2020 (Global Economic Outlook—Crisis Update: 2
April 2020, Coronavirus Crisis Sparks Deep Global Recession).

The Negative Outlook reflects risks specific to CITGO's business
profile, including the company's relatively high exposure to
gasoline markets (which have been among the most affected by
shutdowns), notable near-term maturities, as well as capital
markets access issues linked to PDVSA's legacy ownership of CITGO,
which could affect its ability to procure incremental liquidity in
a prolonged downturn.

Although refiners have historically shown an ability to adjust
quickly to drops in demand, a key consideration is the depth and
unknown duration of the current downturn, which if sustained, has
the potential to keep leverage metrics elevated and drain liquidity
for an extended period. The outlook could be revised if conditions
normalize and liquidity has not been materially compromised.

KEY RATING DRIVERS

Negative Impacts of the Coronavirus: The economic shutdowns
associated with the coronavirus are expected to result in sharp
declines in crack spreads and utilization rates for the refining
sector, which Fitch believes will result in trough conditions in
2020. While refiners are better positioned than E&Ps (which have
experienced both the pandemic effects and the impact of an OPEC+
market share war), they will nonetheless see an unprecedented
demand contraction in the short term. EIA weekly data show overall
U.S. refining capacity utilization declined to just 75.6% as of
April 3, and Fitch expects rising product inventories will continue
to push utilization lower, at least to the low 70% range. A key
concern is the duration of the shutdowns, given the industry's high
fixed costs and need for heightened liquidity if the downturn is
prolonged. Fitch believes CITGO has somewhat higher risk relative
to peers given its gasoline-focus, as well as narrower access to
capital markets.

Higher Gasoline Exposure: Because of the nature of shutdown
(effectively a travel ban), gasoline and jet fuel have been the
hardest hit products, while diesel has held up better due to
commercial trucking. Jet fuel comprises a moderate portion of
CITGO's refined product slate at just 8% of refined product yields
in 2019. CITGO can manage this exposure given its ability to shift
jet fuel into the ULSD pool. However, CITGO has above average
exposure to gasoline given its refinery configuration (46% of 2019
product yields). CITGO also has some exposure to inland refinery
dynamics (which are more vulnerable to pipeline and storage linked
shut-ins) with the Lemont refinery; however, this is largely
mitigated by CITGO's gulf coast refiners, which have access to
export markets.

Improved Governance: In line with U.S. sanctions, CITGO has severed
all relationships with its PDVSA-appointed board and a new board
has been installed by the Guaido-led faction of Venezuela.
Operationally, CITGO has ceased all financial and operational
interactions with PDVSA. Despite these improvements, challenges
remain, including ongoing attempts by Venezuela to regain control
of CITGO, although Fitch would note an August 2019 court ruling
affirming the Guaido appointed board.

Access to Capital: The legacy impacts of PDVSA ownership remain a
key overhang on the credit in terms of capital market access. For
example, CITGO had to replace revolver liquidity with a drawn term
loan in 2019, given bank concerns about OFAC sanctions against
Venezuelan entities. Fitch believes CITGO has access to a capital
pool that is deep, but narrow. To its credit, CITGO has
demonstrated market access when markets have remained closed to
other HY energy names, particularly E&Ps; however, concerns remain
about the company's ability to tap the market if the current
downturn is prolonged. Fitch would also note that CITGO has one of
the nearest term maturity walls among refining peers, including
$614.25 million in Term loan B due July 2021 at Opco.

Lower Change of Control Risks: Refinancing has allowed CITGO to
lower the risk of financial contagion from ultimate parent PDVSA
risk through the implementation of less restrictive change in
control language in its indentures. Existing indenture clauses
could force the company to repurchase its debt at 101 in the event
PDVSA is no longer its majority owner and CITGO is unable to obtain
sufficient consents from lenders. The financial weakness of parent
PDVSA means that there are several paths that could trigger change
of control. However, CITGO has replaced this language with a more
benign, two trigger tests: less than majority ownership by PDVSA,
and a related failure by rating agencies to affirm the ratings
within 90 days.

Fitch believes this test has a lower probability of being triggered
for several reasons: the 90 day period gives more time and
transparency around any refinancing process, easing bondholder
concerns about completion; and the fact that CITGO's credit profile
should improve under nearly any owner besides PDVSA, which limits
bondholder incentives to tender. All of CITGO's debt now contains
this double trigger language, and as a result of this change, the
company's auditors removed previous 'going concern' language
contained in its 2019 financial statements.

Robust Financial Results: CITGO Petroleum's financial results
remain robust despite some deceleration in 2019. As calculated by
Fitch, LTM EBITDA stood at approximately $1.05 billion, versus
$1.78 billion the year prior, with the reductions driven primarily
by lower crude discounts (particularly for Canadian WCS). As a
result of weaker EBITDA, as well as the issuance of incremental
debt, Opco's LTM debt/EBITDA rose to 2.4x versus 0.9x at YE 2018
(4.1x versus 1.9x for Holdco over the same period). Opco's FCF was
-$54 million in 2019 after capex of $280 million and dividends paid
up to Holdco of $143 million.

Downturn Playbook: In the event of a prolonged downturn, Fitch
believes CITGO could cut capex moderately, but notes growth capex
spending is limited. Management of working capital (inventories)
for cash is also likely, similar to what was seen during the
financial crisis, and distributions could also be curbed through
the mechanics of Opco's restricted payments basket, which requires
the company to earn its way back from any losses prior to
distributing money. At the Holdco level, restricted cash of $179
million is held in a debt service reserve account which acts as a
buffer for debt repayment in the event distributions from Opco are
set back.

Parent-Subsidiary Linkage: Fitch rates the IDR of Holdco two
notches below that of its stronger subsidiary, Opco. The notching
differential stems from the significant legal and structural
separations between the two, primarily the strong covenant
protections for Opco's debt, which limits the ability of its direct
parent to dilute its credit quality. Key covenants include
limitations on guarantees to affiliates, restrictions on dividends,
asset sales, and restrictions on the incurrence of additional
indebtedness. Opco debt has no guarantees or cross-default
provisions related to Holdco debt.

CITGO HOLDING: Ratings for CITGO Holding reflect its structural
subordination to Opco, and its reliance on Opco to provide
dividends to cover its significant debt service requirements.
Dividends from Opco provide the majority of debt service capacity
at Holdco, and are driven by refining economics and the restricted
payments basket. CITGO Holding's pledged security includes
approximately $40 million-$60 million in EBITDA from midstream
assets that are available for interest payments. These logistics
assets are pledged as collateral under the CITGO Holding debt
package.

ESG Influence: CITGO has an ESG Relevance Score of '4' under
Environmental Factors for 'Exposure to Environmental Impacts',
which reflects the material exposure that Gulf Coast refiners have
to extreme weather events (hurricanes), which periodically lead to
extended shutdowns. Two of three of CITGO's refineries are located
on the gulf coast, including the largest, Lake Charles (425,000
bpd). This factor is a negative consideration on the rating. CITGO
also has an ESG Relevance Score of '4' under Governance Factors for
'Complexity, Transparency and Related-Party Transactions'. The '4'
in this case is related to the impact that the legacy PDVSA
ownership issues still have on the credit despite the transition
CITGO has made to being run by a U.S.-approved board, and centers
around contagion risk through change of control clauses associated
with a PDVSA default, as well as the overhang that legacy ownership
creates in terms of capital markets access. Both these factors have
negative impacts on the credit profile, and are relevant to the
rating in conjunction with other factors.

DERIVATION SUMMARY

At 769,000 bbl/d day of crude refining capacity, CITGO is smaller
than investment-grade refiners such as Marathon Petroleum
Corporation (3.0 million bbl/d), Valero (2.6 million bbl/d), and
Phillips 66 (1.9 million bbl/d), but is larger than Hollyfrontier
(457,000 bpd). CITGO lacks the earnings diversification from
ancillary businesses seen at a number of its peers in areas such as
logistics MLPs, chemicals, renewables and retail. However, CITGO's
core refining asset profile is strong, given the high complexity of
its refineries, which allows it process a large amount of
discounted heavy crudes and shale crudes, both of which boost
profitability. Legacy PDVSA ownership issues still remain an
overhang on the credit, through change of control contagion as well
as market access issues.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within the Rating Case for the Issuer
(Opco)

  - WTI oil prices of $32/bbl in 2020, $42/bbl in 2021, $50/bbl
    in 2022 and $52/bbl in 2023;

  - Crack spreads and refinery utilization drop sharply in 2020,
    and recover over the remainder of the forecast;

  - Capex of $270 million in 2020, which rises slowly across the
    forecast in line with recovering fundamentals;

  - Corporate SG&A expenses held relatively flat across the
    forecast on a $/bbl basis;

  - Company experiences negative FCF over the first two years of
    the forecast before flipping to FCF positive in 2022 given
    recovering refined product fundamentals.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that CITGO Corporation would be
reorganized as a going-concern in bankruptcy rather than
liquidated.

Fitch has assumed a 10% administrative claim

Going-Concern (GC) Approach

The GC EBITDA of $1.17 billion estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation. This value is lower than the $1.3
billion used in the previous analysis, and reflects the potential
for narrower crude spreads on a mid-cycle basis due to structural
changes in the market (including a more muted uplift from IMO, and
the impact of crude oil production quotas in Alberta, which may cap
future WCS differentials).

An EV multiple of 5.0x was applied to the GC EBITDA to calculate a
post-reorganization enterprise value of $5.87 billion. This
multiple is below the median 6.1x exit multiple for energy in
Fitch's 'Energy, Power and Commodities Bankruptcy Enterprise Value
and Creditor Recoveries (Fitch Case Studies - April 2019), but is
also above the multiple seen for the only refining-related
bankruptcy contained in that study, Philadelphia Energy Solutions.
Fitch believes the CITGO refining assets are superior to those of
Philadelphia Energy Solutions. Fitch also notes that while CITGO's
assets have been run to maximize FCF over the last several years,
there is likely to be relatively strong buyer interest, regardless
of any incremental capex needs.

Liquidation Approach

The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.

For liquidation value, Fitch used an 80% advance rate for the
company's inventories, based on the fact that crude and refined
products are standardized, and easily re-sellable in a liquid
market to peer refiners, traders or wholesalers. Fitch also
assigned relatively light discounts to CITGO's net PP&E, based on
historical refining transactions. These items summed to a total
liquidation value of $4.57 billion.

The maximum of these two approaches was the going concern approach
of $5.87 billion.

A standard waterfall approach was then applied. Subtracting 10% for
administrative claims resulted in an adjusted EV of $5.28 billion,
which resulted in a three-notch recovery (RR1) for CITGO
Petroleum's secured term loan and notes, which are pari passu.

A residual value of approximately $2.72 billion remained after this
exercise. This was applied in a second waterfall at CITGO Holdco,
whose debt is subordinated to that of Opco. The $2.72 billion was
added to approximately $400 million in going concern value
associated with the Midstream assets ($50 million in assumed
run-rate midstream using an 8x multiple), as well as $179 million
in restricted cash, which was escrowed in a debt service reserve
account for the benefit of secured Holdco debt. This resulted in
total initial value at Holdco of approximately $3.3 billion. No
administrative claims were deducted in the second waterfall. Holdco
secured debt also recovered at the 'RR1' level.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

CITGO Petroleum:

  - Sustained improvement in refined product market, marked by
    recovering utilization and crack spreads;

  - Improved market access;

  - Mid-cycle lease-adjusted FFO gross leverage below  
    approximately 4.3x;

  - Mid-cycle debt/EBITDA below 3.0x.

CITGO Holding:

  - Sustained improvement in refined product market, marked by
    recovering utilization and crack spreads;

  - Improved market access;

  - Mid-cycle lease-adjusted FFO gross leverage below
    approximately 6.0x;

  - Mid-cycle debt/EBITDA below 4.8x.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

CITGO Petroleum:

  - Prolonged dislocation in refined product market, leading to
    sustained weakness in metrics and impaired liquidity;

  - Deterioration in market access;

  - Mid-cycle lease-adjusted FFO gross leverage above
    approximately 5.5x;

  - Mid-cycle debt/EBITDA above 4.1x;

  - Weakening or elimination of key covenant protections in the
    CITGO senior secured debt documents.

CITGO Holding:

  - Deterioration in market access;

  - Mid-cycle lease-adjusted FFO gross leverage approaching 7.5x;

  - Mid-cycle debt/EBITDA approaching 6.5x;

  - Weakening or elimination of key covenant protections in CITGO
    Holding senior secured debt documents.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

CITGO Petroleum: At year end 2019 CITGO Petroleum's liquidity was
comprised of approximately $1.32 billion in cash, which excludes
$33 million of restricted cash related to the company's insurance
obligations and environmental escrows. The majority of Opco's cash
is from proceeds from Opco's $1.2 billion term loan, which was
issued in 2019 as replacement liquidity for the company's $900
million senior secured revolver and $320 million A/R securitization
facilities. Fitch expects the company will maintain this liquidity
on the balance sheet to handle large working capital swings and
other cyclical needs. CITGO also has $290 million in industrial
revenues bonds in treasury which could be remarketed, however, this
is less likely in the current environment given market volatility.

CITGO Holding: At year end 2019 CITGO Holdco's liquidity was
comprised of approximately $1.49 billion in cash on a consolidated
basis, which excludes restricted cash of $215 million. $179 million
of this was earmarked for debt service payments for CITGO Holding's
senior secured notes.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has made no material adjustments that are not disclosed in
the company's public filings.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

CITGO has an ESG Relevance Score of 4 for Exposure to Environmental
Impacts due to the material exposure that Gulf Coast refiners have
to extreme weather events (hurricanes), which periodically lead to
extended shutdowns. Under the governance category, CITGO also has
an ESG Relevance Score of '4' for Complexity, Transparency and
Related-Party Transactions. The '4' in this case relates to the
impacts that the legacy PDVSA ownership structure has on the
credit. These factors have a negative impact on the credit profile,
and are relevant to the rating in conjunction with other factors.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3 - ESG issues are
credit neutral or have only a minimal credit impact on the
entity(ies), either due to their nature or the way in which they
are being managed by the entity(ies).


COMMERCIAL METALS: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Commercial Metals Company's Long-Term
Issuer Default Rating at 'BB+'. In addition, Fitch has affirmed the
company's senior secured revolving credit facility and senior
secured term loan at 'BBB-'/'RR1' and senior unsecured notes at
'BB+'/'RR4'. The Rating Outlook is Stable.

The ratings reflect CMC's low-cost position and the flexible
operating structure of its electric arc furnace steel production.
CMC benefits from exposure to strong construction demand regions
within the U.S. and the European Union, which provides geographical
diversification. The ratings also reflect Fitch's expectation total
debt/EBITDA, below 2.0x in 1Q fiscal 2019, will generally remain
below 3.0x. CMC has maintained total debt/EBITDA below 3.5x over
the past five years, in a highly cyclical steel industry that
experienced a significant downturn during 2015-2016. Fitch believes
CMC's vertically integrated business model benefits capacity
utilization, and supports CMC's low-cost position. It also provides
some protection against price volatility, which leads to relatively
stable margins through the cycle compared with steel manufacturing
peers.

KEY RATING DRIVERS

Gerdau Assets Successfully Integrated: On Nov. 5, 2018, CMC
acquired certain rebar steel mill and fabrication assets from
Gerdau S.A. (BBB-) for $701 million, inclusive of working capital.
Fitch viewed the Gerdau acquisition as an efficient use of capital,
as the cost to build CMC's new Durant mill, although newer and more
technologically advanced, was roughly triple the acquisition price
in terms of price per ton of capacity. Higher rebar prices and the
decision to use cash to fund a portion of the purchase price led to
leverage improving in fiscal 2018, despite CMC adding debt to
complete the acquisition.

The acquisition significantly increased mill and fabrication
capacity, created opportunities to improve efficiency and lower
costs and expanded CMC's geographical footprint. Mill and
fabrication shipments nearly doubled in fiscal 2019 compared with
fiscal 2018, EBITDA was roughly 40% higher and consolidated EBITDA
margins improved to 9.0% from 8.1%, reflecting CMC's successful
integration of the Gerdau assets in a relatively flat rebar price
environment.

Improving Leverage Profile: CMC has maintained total debt/EBITDA
below 3.5x over the past five years, despite operating in a highly
cyclical industry that experienced a meaningful downturn during the
2015-2016 time period. Fitch expects total debt/EBITDA, below 2.0x
in 1Q fiscal 2019, to trend toward CMC's 2.0x leverage target and
generally remain below 3.0x. Fitch believes CMC will likely build
cash on the balance sheet during a period of high uncertainty as
the world is impacted by the coronavirus pandemic, and expects net
leverage to generally improve. Once there is higher visibility into
a recovery from the coronavirus pandemic, Fitch believes CMC will
use any excess cash to pay down its term loan.

Heavily Levered to Rebar: CMC, the largest producer of rebar in the
U.S., is highly levered to non-residential construction demand and
rebar in particular. Fitch views CMC's heavy exposure to rebar as
partially offset by its low-cost position and its fabrication
operations, which provide a steady and consistent source of demand.
Additionally, non-residential construction has been one of the
least impacted steel end markets by the coronavirus pandemic to
date, in Fitch's view. Fitch expects construction to remain
relatively resilient in 2020, as opposed to other end markets like
auto and energy, but forecasts lower overall steel demand in the
near term due to the coronavirus.

International Footprint Provides Diversification: CMC's operations
are concentrated primarily in strong non-residential construction
demand regions within the U.S. and secondarily in Central Europe.
CMC's operations in Poland, which account for approximately 20% of
total mill capacity, provide diversification from U.S. construction
exposure. International Mill EBITDA margins have contracted in 1H
fiscal 2020 partially driven by elevated imports in Europe. Fitch
expects International Mill EBITDA margins to continue to face some
pressure in the near term but to recover over time, driven by EU
infrastructure spend and CMC's investment in its Polish assets to
lower the cost structure and provide a wider variety of products to
the markets it serves.

Innovation Assists Margin Resiliency: Fitch views CMC's low-cost
micro mills, innovative spooled rebar product offering and
expansion into higher value-added products, including merchant,
wire rod and high strength corrosion resistant rebar as benefiting
margins. CMC pioneered one of the latest innovations in
steel-making technology with the continuous process micro mill in
Arizona. The continuous process technology allows steel to flow
uninterrupted, which enables lower yield loss and lower energy
consumption, resulting in cost savings.

CMC also became the first producer of spooled rebar in the U.S.,
and its two EAF micro mills are the only facilities capable of
producing this product in the U.S. Spooled rebar offers some unique
benefits, including more efficient transportation, storage and
reduced yield loss, and the elimination of twists in the final
fabricated product compared with traditional coiled rebar. CMC's
two EAF micro mills are the only facilities in the U.S. capable of
producing spooled rebar.

Vertically Integrated Business Model: CMC's vertically integrated
business model and focus on pull-through volumes benefits
consistent capacity utilization and positions the company as a
low-cost producer. Approximately 50%-60% of scrap from CMC's
recycling operations gets sold to CMC's mill operations.
Additionally, nearly 100% of steel supply for its fabrication
operations was sourced internally in fiscal 2019. CMC's recycling
facilities are often located in close proximity to mills, resulting
in reduced transportation costs. Mills also have a steady and
captive source of demand through internal shipments to fabrication
facilities leading to consistent utilization rates across these
segments.

Fitch believes the company's vertically integrated model also
provides some margin resiliency through the cycle. Mills and
fabrication operations tend to have lower margins in periods of
rapidly increasing scrap prices, whereas recycling operations tend
to perform well under the same conditions. The inverse correlation
and timing difference of peak profitability during volatile scrap
and rebar price environments across different segments helps
provide some insulation against price volatility.

DERIVATION SUMMARY

CMC is smaller than integrated steel producers United States Steel
Corporation (B-/Negative) and ArcelorMittal S.A. (BB+/Negative),
although the flexible operating structure of its EAF production and
CMC's low-cost position results in much less volatile profitability
and more consistent, and currently favorable, leverage metrics. CMC
is smaller, has lower margins and is less diversified than majority
EAF producer Gerdau S.A. (BBB-/Stable), although CMC compares
favorably on leverage metrics. CMC is smaller, has lower product
diversification, lower margins and generally weaker credit metrics
compared with domestic EAF steel producer Steel Dynamics
(BBB/Stable).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within the Rating Case for the Issuer

  -- Relatively flat rebar prices;

  -- Relatively flat Americas Mills segment volumes;

  -- EBITDA margins in the 8%-9% range;

  -- Capex of $185 million in fiscal 2020 and $200 million annually
thereafter;

  -- No incremental acquisitions through the forecast period.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Total debt/EBITDA sustained below 2.5x;

  -- EBITDA margin sustained above 8%, representing an improved
     pricing environment for rebar, further cost reduction, and/or
     an expansion of the product portfolio into higher value-add
     mix;

  -- Commitment to maintaining a conservative financial policy.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Total debt/EBITDA sustained above 3.5x;

  -- Prolonged negative FCF driven by a material reduction in
     steel demand or an influx of rebar imports causing rebar
     prices to be depressed for a significant time period;

  -- Depressed metal margins within CMC's mills segments leading
     to overall EBITDA margins sustained below 6%.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: As of Feb. 29, 2020, CMC had cash and cash
equivalents of $232 million and $617 million available under its
$350 revolving credit facility due 2022, $200 million U.S. accounts
receivable securitization program, PLN220 million accounts
receivable securitization program and its PLN275 million credit
facilities. Once there is higher visibility into a recovery from
the coronavirus pandemic, Fitch believes the company will allocate
any excess cash flow to pay down its term loan to further
strengthen the balance sheet and improve its through-the-cycle
financial flexibility.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).


COSMOS HOLDINGS: Incurs $3.3 Million Net Loss in 2019
-----------------------------------------------------
Cosmos Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$3.30 million on $39.68 million of revenue for the year ended Dec.
31, 2019, compared to a net loss of $9.06 million on $37.08 million
of revenue for the year ended Dec. 31, 2018.

As of Dec. 31, 2019, the Company had $23.88 million in total
assets, $30.34 million in total liabilities, and a total
stockholders' deficit of $6.46 million.

Armanino LLP, in San Francisco, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 14, 2020 citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

As of Dec. 31, 2019, the Company had a working capital deficit of
$7,062,520 versus a working capital deficit of $3,927,074 as of
Dec. 31, 2018.  This increase in the working capital deficit is
primarily attributed to the Company's operating losses in the year
ending as of Dec. 31, 2019.

As of Dec. 31, 2019, the Company had net cash of $38,537 versus
$864,343 as of Dec. 31, 2018.  For the twelve months ended
Dec. 31, 2019, net cash used in operating activities was $4,788,842
versus $1,155,306 net cash used in operating activities for the
twelve months ended Dec. 31, 2018.  The Company has devoted
substantially all of its cash resources to apply its investment
program to expand through organic business growth and, where
appropriate, the execution on selective company and license
acquisitions, and incurred significant general and administrative
expenses to enable it to finance and grow its business and
operations.

During the twelve months period ended Dec. 31, 2019, there was
$588,929 net cash provided by investing activities versus $195,772
used in during the year ended Dec. 31, 2018.  This was primarily
due to proceeds from the sale of investments offset by the purchase
of fixed assets.

During the twelve months period ended Dec. 31, 2019, there was
$3,587,330 of net cash and cash equivalents provided by financing
activities versus $1,988,302 provided by financing activities
during the twelve months period ended Dec. 31, 2018.

The Company said, "We believe that our current cash in our bank
account and working capital as of December 31, 2019 will satisfy
our estimated operating cash requirements for the next twelve
months.  However, the Company will require additional financing in
fiscal year 2020 in order to continue at its expected level of
operations and potential acquisitions.  If the Company is unable to
raise additional funds in the future on acceptable terms, or at
all, it may be forced to curtail its development activities.

"We anticipate using cash in our bank account as of December 31,
2019, cash generated from the operations of the Company and its
operating subsidiaries and from debt or equity financing, or from
loans from management, to the extent that funds are available to do
so to conduct our business in the upcoming year.  Management is not
obligated to provide these or any other funds."

A full-text copy of the Form 10-K is available for free at:

                       https://is.gd/FPVH54

                      About Cosmos Holdings

Headquartered in Chicago, IL, Cosmos Holdings Inc. --
http://www.cosmoshold.com/-- is a multinational pharmaceutical
wholesaler.  The Company imports, exports and distributes
pharmaceutical products of brand-name and generic pharmaceuticals,
over-the-counter (OTC) medicines, and a variety of dietary and
vitamin supplements.  Currently, the Company distributes products
mainly in the EU countries via its two wholly owned subsidiaries
SkyPharm SA and Decahedron Ltd. SkyPharm operates from its
facilities in Greece and Decahedron from its facilities in the UK.


CVR ENERGY: Fitch Alters Outlook on 'BB-' LT IDR to Negative
------------------------------------------------------------
Fitch Ratings has affirmed CVR Energy, Inc.'s Long-Term Issuer
Default Rating at 'BB-'. Fitch also affirmed the rating of the
unsecured notes at 'BB-' and assigned a recovery rating of 'RR4'.
The Rating Outlook has been revised to Negative from Stable.

CVI's ratings reflect its medium size operations with capacity of
206,500 barrels per day, an average complexity rating of 10.8, and
high product yield of 97% compared with its regional peers. The
company has a strong financial profile, with EBIT and EBITDA
margins of 9% and 14% in 2019, low leverage profile of 1.9x total
debt to EBITDA for 2019 pro forma for the notes offering,
significant cash position following the January 2020 notes
offering, and lack of near-term maturities. These factors are
offset by the company's relatively small size, exposure to volatile
crack spreads and oil differentials, and high shareholder
distributions.

The Negative Outlook reflects the dramatic deterioration in
refining conditions stemming from the coronavirus pandemic, as
widespread state and local lockdowns in the U.S. have created
unprecedented declines in refined product demand, particularly
gasoline. This is consistent with Fitch's broader macroeconomic
view, which assumes a lockdown in the U.S., resulting in a short,
sharp contraction in economic activity (U.S. GDP -3.3% 2020),
followed by a rebound in 2021 (+3.8% in 2021) as lockdown
conditions are eased in 2H2020 (Global Economic Outlook—Crisis
Update: 2 April 2020, Coronavirus Crisis Sparks Deep Global
Recession).

The Negative Outlook also reflects risks that are specific to CVI's
business profile, including the company's inland refinery
footprint, which could also prove more vulnerable given the lack of
export options and limited revolver capacity. The Outlook could be
revised if conditions normalize and liquidity has not been
materially compromised.

Although refiners have historically shown an ability to adjust
quickly to drops in demand, a key consideration is the unknown
duration of the current downturn, which if sustained, has the
potential to keep leverage metrics elevated and drain liquidity for
an extended period.

KEY RATING DRIVERS

Impact of the Coronavirus: The material reduction in gasoline
demand since the onset of the coronavirus is likely to result in
significantly lower crack spreads and refinery margins lower
utilization rates. As a result, Fitch expects CVI will generate FCF
deficits in the near term that could affect near-term liquidity.
CVI also needs to address cash needs for a current turnaround at
its Coffeyville refinery, which costs approximately $145
million-$155 million in capital spending and turnaround costs, the
loss of production from the refinery during this period, and an
annual common dividend of approximately $320 million. CVI had pro
forma cash of approximately $1.15 billion as of YE 2019, which
includes $500 million proceeds from its January 2020 notes
offering, which was available for general corporate purposes. In
addition, the company has a $400 million undrawn ABL facility,
although the size could be reduced following the drop in oil
prices. Potential enhancements in liquidity include reducing the
dividend, deferring capex and a reduction in operating costs.

Size and Regional Concentration: CVI ratings reflect the business
risk associated with its medium size operations and location
concentration. CVI's combined crude oil processing capacity is
206,500 bpd with an average complexity of 10.8 and its plants are
located in Group 3 of PADD II. The company's two refineries are
strategically located near Cushing, OK, with access to over 250,000
bpd of production across Midwest. CVI has a high distillate yield
relative to its peers that allows it to produce a higher mix of
diesel fuel which is a higher value product given the decline in
automobile driving during the coronavirus crisis. This is somewhat
offset that CVI is an inland refiner with limited options to export
its product. The company has strong asset portfolio of over 430
miles of owned and JV pipelines with over 7 million barrels of
crude oil and product storage capacity of 39 LACT units.

Expected Adequate Capital Structure: Fitch estimates CVI gross
leverage, defined as total debt to EBITDA to increase to 2.0x
between 2020 through 2023 from 1.4x in 2019 as EBITDA is expected
to decline then eventually increase from the impact of the
coronavirus combined with the increase in debt from the notes
offering. Fitch expects the company to meet its capex requirements
during this time although projects that would increase the
competitive profile of its refineries are likely to be deferred.

High Shareholder Distributions: CVI has allocated a material
portion of its cash flows to shareholder distribution. Fitch
estimates the company will pay a total up to $320 million of
dividends in 2020. The company recently announced a 7% increase in
its annual dividend policy of $3.20 per share and a $300 million
share repurchase program to be executed over a four-year period,
although Fitch believes that stock buybacks will be minimal until
the coronavirus crisis has passed. The company is a majority owned
by with Icahn Enterprises L.P., owning 71%, and thus, Fitch's base
case assumes a significant portion of its cash flows to be
distributed to shareholders.

IMO 2020: In addition to light crude spreads, CVI is well situated
to benefit from International Maritime Organization (IMO) 2020
rules, which will cut allowed sulfur emissions in marine fuel oil
to 0.5% from 3.5%. CVI is well positioned to take advantage of both
trends due to its high distillate yield of 44% over the last twelve
months and sizable coking capacity, which can run large amounts of
residual fuel oil and heavy crudes. Although Fitch expects the
rules will provide a material boost to diesel margins, the impact
is not expected to be material until after the economy recovers
from the coronavirus crisis.

Unfavorable Regulations: U.S. refiners face a number of unfavorable
regulatory headwinds that will cap long-term demand for U.S.
refined product, including rising renewable requirements under the
renewable fuel standard program, higher corporate average fuel
economy standards, and regulation of greenhouse gases on the
federal and state levels as a pollutant. These are expected to
limit growth in domestic product demand and keep the industry
reliant on exports to maintain full utilization. The industry has
seen regulatory relief under the current administration, including
small refinery waivers for the RFS programs, which resulted in a
significant drop in RIN prices that benefitted all refiners. CVI
has been reducing its renewables credits (RIN) exposure through
increased biodiesel blending and establishing a wholesale and
retail business.

High-Volatility Sector: Refining remains one of the most cyclical
corporate sectors, and is subject to periods of boom and bust, with
sharp swings in crack spreads over the cycle. The last major bust
period was 2009, when collapsing oil prices and lagging costs led
industry margins to collapse. The rebound in market conditions was
also relatively quick, however, as the industry tends to adjust
rapidly. However, historical experiences may not apply given there
is a great deal of uncertainty as to the depth and the timing from
the impact of the coronavirus. The sector has benefited in recent
years by lower crude oil prices as well as rapid increase in U.S.
crude oil production, which has widen the WTI-Brent price
differential as a result of transportation constrains.

DERIVATION SUMMARY

CVI's ratings reflect its status as a medium-sized Mid-Continent
complex refinery with two refineries and approximately 206,500bpd
of nameplate capacity. The company's refining capacity is smaller
than peers Valero Energy Corporation (BBB/Stable) with 2.6 million
barrels per day (mmbpd), Marathon Petroleum Corporation
(BBB/Stable) with 3.0mmbpd and Phillips 66 with 1.9mmbpd. CVI is
also smaller than peers PBF Holdings Inc. (BB-/Negative) with
1.04mmbpd and HollyFrontier Corporation (BBB-/Negative) with
457,000 barrels of oil equivalent per day (boepd).

The company's refining asset quality is strong and advantaged in
several ways, such as geographically with a concentration of
price-advantaged capacity in the Mid-Continent and operationally
with flexibility to take advantage of light, heavy and sour crude.
CVI also has leverage with IMO 2020 and ongoing access to low-cost
U.S. natural gas and power prices.

Gross leverage, defined as total debt/EBITDA, for 2019 is 1.4x, and
generally in line with 'BB' to 'BBB' peers with leverage in the
1.4x-2.0x range. The major differentiator between 'BB' issuers such
as CVI and PBF versus 'BBB' peers is primarily size, geographic
diversification, and business line diversification.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer
Include:

  -- WTI oil prices of $32/bbl in 2020, $42.00/bbl in 2021, $50 in
     2022, and $52 for the long-term;

  -- Crack spreads average 23% of Fitch's WTI price deck, adjusted
     for inflation over the forecast, but adjusted for positive
     IMO effects;

  -- Shareholder distributions on average of $320 million/year
     between dividends in 2020 through 2023;

  -- Total capex of $140 million in 2020 and $150 million
     thereafter;

  -- The $1.0 billion notes offering in January 2020 refinances
     the 2022 notes and provides for $500 million of cash for
     general corporate purposes.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Greater earnings diversification or evidence of lower cash
     flow volatility;

  -- Sustained debt/EBITDA leverage at or below 2.0x.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Material reduction in liquidity over a sustained period;

  -- Sustained debt/EBITDA leverage above approximately 3.5x;

  -- A disproportionate increase in dividends and the share
     repurchase program to cash flow generation.

The Negative Rating Outlook will be removed upon improvement in the
product markets and if liquidity has not been materially
compromised.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Shifting Liquidity: CVI had $652 million of cash and $393 million
of availability under credit facilities, and $50 million under CVR
Partners AB credit facility, as of Dec. 31, 2019.

CVR Refining, LP has a $400 million senior secured asset-based
lending (ABL) credit facility due in November 2022. The ABL
facility is based on accounts receivables and inventory levels and
the amount available may shrink during the current downturn.

The January 2020 notes offering extended the next bond maturity to
2025 and provided for $500 million of cash for general corporate
purposes, which provides for needed liquidity in light of the
coronavirus crisis.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

CVR has an ESG Relevance Score of '4' for Governance Structure as
Mr. Carl C. Icahn owns approximately 71% of the voting power of the
common stock, creating substantial ownership concentration. This
has a negative impact on the credit profile and is relevant to the
rating in conjunction with other factors.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3 - ESG issues are
credit neutral or have only a minimal credit impact on the
entity(ies), either due to their nature or the way in which they
are being managed by the entity(ies).


ENGSTROM INC: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Engstrom, Inc.
        620 Magnolia
        Manitowoc, WI 54220

Business Description: Engstrom, Inc. -- http://www.engstrominc.com

                      -- is a full-service staffing agency
                      providing qualified candidates for direct
                      hire and contracted, temporary placement.
                      It is a professional temporary staffing
                      company, offering solutions for project
                      based hiring and on-going contingent
                      staffing requirements.

Chapter 11 Petition Date: April 15, 2020

Court: United States Bankruptcy Court
       Eastern District of Wisconsin

Case No.: 20-22839

Judge: Hon. Katherine M. Perhach

Debtor's Counsel: Paul G. Swanson, Esq.
                  STEINHILBER SWANSON LLP
                  107 Church Avenue
                  Oshkosh, WI 54901
                  Tel: 920-235-6690
                  E-mail: pswanson@steinhilberswanson.com

Total Assets: $87,098

Total Liabilities: $10,272,501

The petition was signed by Cherie Campion, CEO.

The Debtor listed Millennium Funding as its sole unsecured creditor
holding a claim of $10,226,038.

A copy of the petition is available for free at PacerMonitor.com
at:

                     https://is.gd/f97pN3


EPIC COMPANIES: Joint Liquidating Plan Confirmed by Judge
---------------------------------------------------------
Judge David R. Jones entered findings of fact, conclusion of law,
and order confirming the Disclosure Statement for Joint Plan of
Liquidation of Epic Companies, LLC and its debtor subsidiaries
under Chapter 11 of the Bankruptcy Code

The Plan, which was proposed by the Debtors and the Official
Committee of Unsecured (the "Plan Proponents"), complies with all
applicable provisions of the Bankruptcy Code as required by Section
1129(a)(1) of the Bankruptcy Code, including, without limitation,
Sections 1122 and 1123 of the Bankruptcy Code.

A full-text copy of the Plan Confirmation Order dated March 31,
2020, is available at https://tinyurl.com/rbsa5b2 from PacerMonitor
at no charge.

Counsel to the Debtors:

         PORTER HEDGES LLP
         John F. Higgins
         Eric M. English
         M. Shane Johnson
         1000 Main Street, 36th Floor
         Houston, Texas 77002
         Telephone: (713) 226-6648
         Facsimile: (713) 226-6628
         E-mail: jhiggins@porterhedges.com
                 eenglish@porterhedges.com
                 sjohnson@porterhedges.com

Counsel to the Official Committee of Unsecured Creditors:

         MUNSCH HARDT KOPF & HARR, P.C.
         Jay H. Ong
         Christopher D. Johnson
         John D. Cornwell
         700 Milam Street, Suite 2700
         Houston, Texas 77002
         Telephone: (713) 222-1470
         Facsimile: (713) 222-1475
         E-mail: jong@munsch.com
                 cjohnson@munsch.com
                 jcornwell@munsch.com

                    About Epic Companies

Headquartered in Houston, Epic Companies, LLC, is a full-service
provider to the global decommissioning, installation and
maintenance markets. Its services include heavy lift, diving and
marine, specialty cutting and well plugging and abandonment
services.  It has limited ongoing operations and is owned 50
percent by Orinoco and 50 percent by Oakridge Natural Resources,
LLC, and Oakridge Energy Partners LLC.

Epic Companies and six affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 19-34752) on Aug. 26, 2019.  At the
time of the filing, Epic Companies was estimated to have assets of
between $10 million and $50 million and liabilities of between $100
million and $500 million.

The Debtors tapped Porter Hedges LLP as bankruptcy counsel; S3
Advisors, LLC as restructuring advisor; Epiq Corporate
Restructuring, LLC as claims agent; and Lugenbuhl Wheaton Peck
Rankin & Hubbard as special counsel.

Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a
committee of unsecured creditors on Sept. 6, 2019.  The committee
is represented by Munsch Hardt Kopf & Harr, P.C.


EVERGREEN PALLET: June 25 Plan Confirmation Hearing Set
-------------------------------------------------------
On Feb. 18, 2020, debtor Evergreen Pallet LLC filed with the U.S.
Bankruptcy Court for the District of Kansas a Disclosure Statement
and Chapter 11 Plan.

On March 26, 2020, Judge Robert D. Berger approved the Disclosure
Statement as containing adequate information and ordered that:

  * June 25, 2020, at 1:30 p.m. is the evidentiary hearing to
consider confirmation of the Chapter 11 Plan will be held by the
Court at the Robert J. Dole Courthouse, 500 State Avenue, Room 151,
Kansas City Kansas.

  * June 15, 2020, is the deadline to file objections to Chapter 11
Plan.

  * June 15, 2020, is fixed as the last day for receipt and
acceptances or rejections of the Chapter 11 Plan.

A full-text copy of the order dated March 31, 2020, is available at
https://tinyurl.com/rnrh26o from PacerMonitor at no charge.

                    About Evergreen Pallet

Evergreen Pallet LLC is a pallet supplier in Wichita, Kansas.   

Evergreen Pallet filed a petition seeking relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 19-21983) on
Sept. 17, 2019.  In the petition signed by Jeffrey Ralls, member,
the Debtor listed assets at $1,316,600 and liabilities
at$6,624,679.  The Hon. Robert D. Berger is the case judge.  KRIGEL
& KRIGEL, PC, is the Debtor's counsel.


FIELDWOOD ENERGY: Fitch Cuts IDR to CCC & Alters Outlook to Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating of
Fieldwood Energy LLC to 'CCC' from 'B-'. Fitch also downgraded the
first-lien secured term loan to 'B'/'RR1' from 'BB-'/'RR1' and the
second-lien term loan to 'CCC-'/'RR5' from 'B+'/'RR2'. The Rating
Outlook was revised to Negative from Stable.

The ratings action reflects Fieldwood's limited liquidity as it is
fully borrowed on its revolver and delayed-draw term loan under the
GS credit facility, disappointing production results, likelihood of
generating FCF deficits in the current price environment, weak
hedging program, and near-term maturity refinancing needs in a
challenging debt capital market.

Fitch's ratings also reflect the company's increasing size and
scale as new projects are brought on line, the high exposure to
liquids and the above-average price realizations for oil and
natural gas versus peers. This is offset by the company's
substantial environmental obligations, which are high relative to
its capital and asset base and the risks associated with being a
smaller offshore operator exposed to potential oil spills,
hurricanes and disruptions of third-party pipeline companies.

The Negative Outlook reflects the dramatic deterioration in E&P
conditions stemming from the coronavirus pandemic, as widespread
state and local lockdowns in the U.S. have created unprecedented
declines in refined product demand, thus affecting demand for oil.
This is consistent with Fitch's broader macroeconomic view, which
assumes a lockdown in the U.S. resulting in a short, sharp
contraction in economic activity (U.S. GDP -3.3% 2020), followed by
a rebound in 2021 (+3.8% in 2021) as lockdown conditions are eased
in 2H2020 ("Global Economic Outlook—Crisis Update: 2 April 2020,
Coronavirus Crisis Sparks Deep Global Recession").

The Outlook also reflects Fieldwood's need to address near-term
liquidity and extend or refinance its near-term maturities for its
revolver and term loans.

KEY RATING DRIVERS

Tenuous Liquidity Position: Fieldwood drew down $50 million on its
multidraw term loan and the remaining $16.9 million of availability
on its revolver, together known as the GS credit facility. There
was also $30.6 million of outstanding letters of credit of which
$20 million would be released in mid-April to reimburse Chevron for
costs incurred on its Clingmans Dome obligation. Under Fitch's base
case forecasts, Fieldwood is likely to generate negative FCF in
2020 based on a $32 West Texas Intermediate (WTI) oil price. The GS
credit facility is due in April 2021 while the first-lien term loan
is due in April 2022 and the second-lien term loan is due in April
2023. Given the lack of capital market access for high-yield energy
issuers, there is an increased likelihood of a debt exchange in
order to meet these maturities.

Weak Hedging Program: Fieldwood has hedged approximately 100% of
its expected production during March to June 2020 at relatively
high prices. However, there is little hedged in in the second half
of 2020 and none beyond. The company monetized 2.5 mmbls of its
2020 hedges for $55 million, which increased liquidity but also
exposes Fieldwood in an event that oil prices do not recover during
the second half of the year.

Production Profile in Transition: Fiscal 2019 was a transitional
year for Fieldwood as it focused on new development and experienced
production decline due to the natural decline rate and hurricane
disruption. New wells are being acquired, which should provide a
production boost in 2020. The Troika TA3 well began producing at
rates better-than-expected in 4Q19. However, both the Troika TA2
well and the Orlov well had rates below expectation, although the
reserve base is still believed to be within expectations. The
company also shut-in approximately 30 low-margin shelf fields
representing approximately 2,000 boepd due to uneconomic returns at
current prices.

Small Offshore E&P Profile: Fieldwood's focus as a small, private
equity sponsored player in the offshore shallow and Deepwater Gulf
of Mexico region results in an asset profile that is different from
the typical shale-driven onshore E&P. Differences include
relatively low asset acquisition costs, lower decline rates, and
higher oil and gas price realizations. Challenges associated with
the business model include materially higher environmental
remediation costs, the need to post significant financial
assurances to third parties to guarantee remediation work, and the
tail risks from hurricane activity and potential offshore oil
spills. As a smaller operator, the company also relies on
third-party infrastructure, which can result in periodic shut-in
production during planned and unplanned maintenance.

Track Record of Acquisitions: Fieldwood was created as a growth
vehicle to consolidate GoM offshore assets. Since its creation, it
has made more than $5 billion in acquisitions, including the Apache
offshore assets in 2013 ($3.75 billion), Sandridge Energy assets in
2014 ($750 million), Noble Energy GoM assets ($480 million,
excluding contingent payments), and the Marathon and BP Exchange
Transactions in 2018 and the Samson transaction in 2019. Given the
weakness in the offshore market and a focus by larger companies on
higher-return, higher-growth projects (often onshore shale),
Fieldwood has been able to obtain favorable valuations in many of
these transactions. Fitch does not anticipate any near-term
acquisitions given insufficient liquidity.

Substantial Decommissioning Costs: Because of its focus on mature
offshore assets, Fieldwood has inherited substantial environmental
liabilities versus onshore peers. At YE 2018, Fieldwood had an
Asset Retirement Obligation of approximately $1.26 billion, and
relatively high related plugging and abandonment (P&A) spending.
Run-rate P&A spending is estimated by the company in the $100
million-$150 million per year range, with a 2019 spend of $157
million. Given current liquidity constraints, Fieldwood plans to
substantially curtail P&A spending in 2020.

Fieldwood views its ability to efficiently decommission
infrastructure as a competitive advantage. In recent years, the
company has plugged and abandoned the majority of decommissioned
facilities on the GoM shelf, giving it experience in remediation
that many other E&Ps lack. There is considerable variation around
estimates for remediation costs, which could pose a risk to cash
flows in the event of unfavorable fluctuations.

Fitch recognizes that the company's decommissioning reserves and
other assurance will help offset some of these costs. This includes
$500 million in local currency and surety bonds pledged to
remediate the Apache properties, as well as a separate
decommissioning Trust A fund. This trust owns a 10% net profits
interest in the assets acquired from Apache. Fieldwood makes
monthly cash contributions to the Trust until the total security
held reaches $800 million or 125% of the remaining liability.

Regulatory Environment Improved: The regulatory environment for
offshore operators has improved in some regards under the Trump
administration, and Fieldwood has not been required to post
material additional bonds to the Bureau of Ocean Energy Management
following its 2016 notice to lessees regarding potential
supplemental bond requirements for decommissioning activities on
leases in GoM. However, the company's overall exposure to this
issue is material, and the risk exists that this treatment could be
reversed, particularly in the event of a future change in
administrations.

ESG Considerations: Fieldwood has an Environmental, Social and
Governance (ESG) Relevance Score of '4' for waste and hazardous
materials management/ecological impacts, due to the enterprise-wide
solvency risks that an offshore oil spill poses for an E&P company
of Fieldwood's small size and limited financial resources. This
factor has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

DERIVATION SUMMARY

Fieldwood's positioning against high-yield peers in the independent
E&P space is mixed. In terms of size, it is larger than high-yield
peers Talos Energy Inc. (not rated) and Lonestar Resources US, Inc.
(CCC+) but smaller than MEG Energy Corp. (B/Stable) and SM Energy
Company (B-/RWN). Similar to other offshore producers, oil and
natural gas realizations are above average given the company's
access to waterborne pricing versus logistically constrained
onshore shale peers. At approximately $25,642/boe, Fieldwood's
debt/flowing metrics are better than peers including MEG Energy
($38,631/boe), and Lonestar ($41,084/boe), but slightly below SM
Energy ($20,946/boe). At June 30, 2019, Fieldwood's cash netbacks
were good at $15.4/boe but slightly below average for the peer
group. Fieldwood's proved (1p) reserve life has increased to 11
years. The company's offshore footprint exposes it to significantly
higher remediation (P&A) costs than onshore shale-based single 'B'
peers. Its operational risks are also higher given the potentially
adverse impacts of oil spills or hurricane activity on a company of
its size with its limited capital markets access. This profile acts
as a constraint on the rating despite other favorable operational
characteristics.

KEY ASSUMPTIONS

  -- Base case WTI oil prices of $32 in 2020, $42 in 2021, $50 in
2022 and long-term price of $52;

  -- Base case Henry Hub natural gas price of $1.85 in 2020, $2.10
in 2021, $2.25 in 2022 and long-term of $2.50.

  -- Production growth of 8% in 2020 as new projects are brought on
line and -2% throughout the forecast period;

  -- Capex of $275 million and declining to $150 million in outer
years to reflect low oil-price environment;

  -- No incremental acquisitions, divestitures or equity issuance;
outer years include assumptions for debt refinancing and/or
exchanges.

Key Recovery Rating Assumptions:

  -- The recovery analysis assumes that Fieldwood would be
reorganized as a going-concern in bankruptcy rather than
liquidated;

  -- Fitch assumes a 10% administrative claim.

GC Approach: Fieldwood's GC EBITDA assumptions reflect Fitch's
projections under a base case price deck, which assumes WTI oil
prices of $32 in 2020, $42 in 2021, $50 in 2022, and a long-term
price of $52. The GC EBITDA assumption reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation (EV). The GC EBITDA assumption uses
2023 EBITDA, which reflects the decline from current pricing levels
to stressed levels and then a partial recovery coming out of a
troughed pricing environment.

An EV multiple of 3.75x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:

  -- The historical bankruptcy case study exits multiples for peer
companies ranged from 2.8x-7.0x, with an average of 5.6x and median
of 6.1x;

  -- Median observed offshore transactions are in the 2.0x-3.0x
range. The higher multiple applied to Fieldwood reflects the
historically low current oil price environment and the expectation
that exit multiples will factor in a more normalized oil price in
outer years.

Liquidation Approach: The liquidation estimate reflects Fitch's
view of the value of balance sheet assets that can be realized in
sale or liquidation processes conducted during a bankruptcy or
insolvency proceeding and distributed to creditors. Fitch used
historical transaction data for the GoM blocks on a $/bbl, $/1P,
$/2P, $/acre and PV-10 basis to attempt to determine reasonable
sales based on M&A transactions greater than $100 million.

The super senior GS credit facility is assumed to be fully drawn
upon default. The GS credit facility is senior to the first- and
second-lien term loans. The allocation of value in the liability
waterfall results in recovery corresponding to 'RR1' recovery for
the GS credit facility and the first-lien term loan (together $1.29
billion) and a recovery corresponding to 'RR5' for the second-lien
term loan ($517 million).

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

  -- Sustained production in the 100mboepd-115mboepd range;

  -- Mid-cycle debt/EBITDA leverage at or below the 2.5x level;

  -- Fixed-charge coverage above the 2.5x level;

  -- Maintenance of a conservative financial policy with sustained
positive FCF;

  -- Enhanced liquidity and improved ability to refinance capital
structure.

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

  -- Major operational issue or unfavorable regulatory changes,
such as increased bonding or accelerated P&A;

  -- Fixed-charge coverage at or below 1.5x;

  -- Impaired liquidity.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Declining Liquidity: Fieldwood's current liquidity is limited and
includes a cash balance of $127.4 million. The company's $147.6
million senior first-lien first-out revolver was fully drawn
(including letters of credit) in March 2020. This bilateral
facility was created using freed capacity from the company's super
senior secured LoC facility, which became available when the
company switched a portion of its decommissioning funds from LoCs
to surety bonds. The facility is secured and has priority over the
other piece of first-lien debt given its first-out status.

Financial covenants in the first-lien term loan include
consolidated total net leverage max of 4.0x, consolidated
first-lien net leverage above 2.25x, and a minimum asset coverage
ratio of 1.75x. The company was in compliance with its covenants as
of Sept. 30, 2019.

Under current price deck assumptions, Fitch expects Fieldwood to
generate negative FCF in 2020. Under the current environment, the
company is curtailing nondiscretionary capex as well as P&A and
repair and maintenance spending. To further enhance liquidity,
Fieldwood is shutting in approximately 30 low margin fields that
are uneconomic at current oil prices, reducing headcount and wages,
as well as other reductions to its cost structure.

Fieldwood's super senior revolver matures in December 2021, and
extending the facility may depend on the ability to refinance the
company's first-lien senior secured term loan due 2022 and its
second-lien senior secured term loan due 2023. Capital markets are
currently challenging for small E&P operators, although access
could improve depending on Fieldwood's ability to meet its
production and FCF goals.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG Considerations: Fieldwood Energy LLC has an Environmental,
Social and Governance Relevance Score of '4' for waste and
hazardous materials management/ecological impacts, due to the
enterprise-wide solvency risks that an offshore oil spill poses for
an E&P company of Fieldwood's small size and limited financial
resources. This factor has a negative impact on the credit profile
and is relevant to the rating in conjunction with other factors.


FINASTRA LIMITED: Fitch Affirms 'B' IDR, Outlook Negative
---------------------------------------------------------
Fitch Ratings has affirmed Finastra Limited's and related entities'
Issuer Default Ratings at 'B'. The Rating Outlook is revised to
Negative from Stable to reflect potential near-term pressures on
fundamentals driven by the coronavirus pandemic and gross leverage
that Fitch believes is high for the rating category and could
remain elevated above its prior expectations. Fitch also affirmed
the first-lien senior secured credit facility (revolver and term
loans) at 'BB-'/'RR2' and the second-lien senior secured term loan
at 'CCC+'/'RR6'. Fitch also assigned an IDR of 'B' to Finastra
Group Holdings Limited, a co-borrower on the first lien credit
facility that Fitch previously did not rate.

The ratings and Outlook reflect Fitch's view that Finastra is well
positioned to benefit from continued technology outsourcing within
the financial services arena. Finastra's stable market position as
a fintech software vendor to many leading banks globally, revenue
growth that Fitch expects could be in the low/mid-single-digit
range in the coming years (normalized for any coronavirus impact),
and attractive EBITDA margins are each positive factor with respect
to the overall IDR. However, these are offset by high financial
leverage that is at least partially tied to the private equity
ownership structure and M&A activity in recent years.

KEY RATING DRIVERS

Coronavirus to Impact Near term: Few industries are immune to the
impacts coronavirus is having on the global economy, and Fitch
expects Finastra's top-line could be pressured in the near term.
However, the largely recurring nature of its business and planned
cost reductions provide some buffer to near-term softening expected
in Upfront Product and Services sales. The severity of the
coronavirus on the economy and any potential second derivative
effects to the banking industry in particular will dictate the
impact on revenue growth and margin expansion in 2020/2021.

Longer term, Fitch believes Finastra's mission-critical software
products, strong level of recurring revenue (more than 70% of
revenue) supported by an ongoing shift to a subscription-based
model, high retention rates (more than 95%) and sustained
outsourcing trends among its financial institution customer base
provide a significant degree of visibility into future revenue and
cash flow.

End-Market Concentration: Finastra derives nearly all of its
revenue from banks and other financial institutions and thus will
be affected over time by fluctuations in the level of banking
activity. This risk is heightened currently by the impact on global
economic activity and significantly reduced interest rates across
the U.S. and Europe (lower rates pressure banks' profitability).
This mix also exposes Finastra to sensitivity to sector
consolidation trends underway. Industry concentration risk is
offset to a certain extent by diversification among its product
offerings, limited customer concentration (largest customer is
approximately 1% of revenue) and meaningful geographic diversity
across North America, Europe, Asia and the Middle East.

Favorable Outsourcing Trends: Fitch expects banks will continue to
look to third-party software providers to outsource certain
functions to focus on core competencies and seek to reduce costs.
Finastra's software can be used across a broad array of functions
in retail and corporate banking, including treasury/capital market,
internet/mobile banking and payments. Finastra's products are open
and modular and can fit into a bank's existing infrastructure,
working with either its own systems or with other third-party
software. These organizations also need to invest in technology to
provide innovative products and services.

High Leverage: Fitch calculates gross leverage at Feb-20 at 8.3x
and expects it to remain high in the 7.5x-8.5x range over the
ratings horizon. Fitch does not project any material deliveraging
through the fiscal year ending in May 2021 and any improvement
beyond then will likely come from EBITDA expansion rather than
material debt reduction. Near-term leverage metrics may be
pressured by a slowing macro environment, but Fitch projects EBITDA
could grow beyond fiscal 2021 as core revenue grows (high
incremental margins on software revenue) and services margins
improve over time. Services, which comprises approximately 15% of
total revenue, is projected to realize margin improvement to the
mid-30% range compared with 20%-25% currently driven by a focus on
higher value services.

FCF Constrained by Leverage: Fitch believes Finastra operates a
highly recurring, cash generative business model but high debt
constrains the true FCF profile (defined as CFO less capex) of the
issuer. This could normalize over time if/when the private equity
owner exits either via an IPO, sale or recapitalization. Fitch
projects EBITDA to be in the high-USD600 million to low-USD700
million range over the next few years, even amidst a potential
recession. However, interest expense, capex and cash taxes that
approximate USD550 million per year combined will consume much of
this, even before considering other one-time cash costs.

M&A Risk: Fitch does not expect Finastra to engage in significant
M&A activity in the near term, particularly in light of the
coronavirus that has led many companies to focus on near-term cash
flow and liquidity. The company made two small bolt-on acquisitions
(as well as an asset sale for approximately USD266 million) during
FY18/19 following the combination of Misys and D&H. In the long
term, however, Fitch expects Finastra could continue to review
acquisitions as an avenue to expand both its geographic footprint
and product offerings.

ESG Influence: Finastra has an ESG Relevance Score of '4' for
Governance Structure due to its current ownership structure whereby
private equity holders have meaningful board influence, resulting
in management's choice to pursue high leverage, a key factor in its
rating analysis.

DERIVATION SUMMARY

Finastra's rating is supported by a business model driven by a high
mix of recurring revenue, stable/high retention rates, an
attractive EBITDA margin profile, and underlying secular growth
drivers with financial institution customers outsourcing more of
their IT needs. The company has a strong position in providing
services to large, mid-sized and small banks and financial
institutions. Offsetting some of these positive attributes is high
financial leverage that could limit operating flexibility and
pressure FCF in the coming years.

Finastra faces competition in parts of its business from Fidelity
National Information Services, Inc. (FIS) (BBB/Stable). FIS
operates a much larger business, with revenue of more than USD13
billion and EBITDA approaching USD6 billion, has a more diversified
product and customer mix, and operates with much lower gross
leverage that Fitch estimates will be near 3.0x or below over the
next few years. While not direct industry competitors, Fitch rates
a range of comparable software companies that share certain
fundamental characteristics with Finastra (e.g., revenue growth,
industry competitive dynamics, leverage) and Fitch believe
positions the issuer well within the 'B' rating category.

KEY ASSUMPTIONS

  -- Revenue: core revenues will be pressured through the second
quarter of fiscal 2021 (November 2020 quarter) due to the
coronavirus pandemic before returning to growth in the second half;
non-core revenue declines by double-digit percentage over the
ratings horizon;

  -- EBITDA: margins show modest improvement over the ratings
horizon, driven by high incremental margins in the core software
business and a focus on higher value (and margin) Services;

  -- Capex: remains in the 9%-10% of revenue range in the coming
years, or at a similar level to fiscal 2019;

  -- Debt/leverage: Fitch believes any debt reduction in the coming
years will likely come from amortization and reducing the revolver
from available cash flows rather than any significant debt
repayment.

Recovery Analysis

For entities rated 'B+' and below - where default is closer and
recovery prospects are more meaningful to investors - Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating (graded from 'RR1' to 'RR6'), and is
notched from the IDR accordingly. In this analysis, there are three
steps: (i) estimating the distressed enterprise value (EV); (ii)
estimating creditor claims; and (iii) distribution of value. Fitch
assumed Finastra would emerge from a default scenario under the
going concern approach rather than liquidation. Key assumptions
used in the recovery analysis are as follows:

  -- Going Concern EBITDA - Fitch estimates going concern EBITDA
near USD590 million, or roughly 15% below the company's TTM EBITDA
of approximately USD700 million. This assumes the company
experiences revenue/EBITDA pressures in its core business and/or
greater than expected deterioration in its non-core businesses
(~11% of total EBITDA currently). Offsetting some of these
potential pressures are a business that is highly recurring and an
extremely diversified customer base.

  -- EV Multiple - Fitch assumes a 7.0x EV multiple, which is in
line with its assessment of historical trading multiples, M&A in
the sector, and historic bankruptcy emergence multiples Fitch has
observed in the technology, media and telecom (TMT) sectors.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Fitch could stabilize the rating at the 'B' IDR if there are
signs of end markets stabilizing following the coronavirus
pandemic;

  -- A positive rating action (upgrade) could occur if the company
appears to be on track to reduce total gross leverage, defined by
Fitch as total debt with equity credit/operating EBITDA, to 6.0x or
below;

  -- Sustained EBITDA growth and/or improving FCF generation could
also position the issuer for a higher rating.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Fitch could downgrade the rating if revenue, EBITDA and/or FCF
trends are expected to decline over a multi-year period;

  -- Total gross leverage sustained above 7.0x and/or FCF leverage,
Fitch-defined as CFO less capex/Total Debt with Equity Credit,
expected to remain negative;

  -- A negative rating action could also occur if FFO Interest
Coverage is expected to be sustained near 1.5x or below, which
would imply higher liquidity pressures on its business.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Profile: Finastra's liquidity is supported by: (i) a
USD400 million senior secured revolving credit facility (matures in
2022) that was drawn to maximum allowable capacity (USD385 million)
as of March 2020, (ii) cash on its balance sheet that Fitch
estimates is approaching USD250 million as of March 2020, net of
overdrafts but including additional revolver draw to firm up
liquidity, and (iii) FCF generation that Fitch projects could be in
the approximate USD25 million-USD100 million range over the next
few years. Importantly, the decision to draw down the maximum
allowable revolver amount in March 2020 reflects broad-based macro
concerns. Fitch has seen similar actions taken by many
industries/companies to firm up liquidity due to meaningful
uncertainty surrounding the length and severity of the coronavirus
pandemic. A fully drawn revolver assures near-term cash access but
increases liquidity risk if end markets were to deteriorate much
more than expected.

Debt Profile: The company's debt structure consisted of first-lien,
senior secured debt (USD400 million revolver capacity and USD4.3
billion of term loans at February 2020) as well as second-lien
senior secured term loans (USD1.2 billion outstanding). There are
no near-term maturities, with its next closest maturity being the
revolver expiration in June 2022. Amortization consists of USD36
million annually on the USD3.6 billion U.S. dollar portion of the
first-lien term loan and EUR8.5 million annually on the EUR850
million-euro portion of the first-lien term loan. The first-lien
term loan matures in June 2024. There are no principal repayments
due on the second-lien credit agreement, which is due in June
2025.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

Finastra has an ESG Relevance Score of '4' for Governance Structure
due to its current ownership structure whereby private equity
holders have meaningful board influence, resulting in management's
choice to pursue high leverage, a key factor in its rating
analysis.

Except for the matters discussed, the highest level of ESG credit
relevance, if present, is a score of 3. This means ESG issues are
credit-neutral or have only a minimal credit impact on the
entity(ies), either due to their nature or to the way in which they
are being managed by the entity(ies).


FLEXPOINT SENSOR: Sadler, Gibb & Assoc. Raises Going Concern Doubt
------------------------------------------------------------------
Flexpoint Sensor Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $575,058 on $833,036 of total revenue for the year
ended Dec. 31, 2019, compared to a net loss of $906,094 on $267,766
of total revenue for the year ended in 2018.

The audit report of Sadler, Gibb & Associates, LLC states that the
Company has suffered recurring losses from operations and has a net
capital deficiency which raises substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $5,130,149, total liabilities of $2,945,308, and a total
stockholders' equity of $2,184,841.

A copy of the Form 10-K is available at:

                       https://is.gd/UscTnv

Flexpoint Sensor Systems, Inc., designs, engineers, manufactures,
and sells bend sensor technology and products using its patented
Bend Sensor flexible potentiometer technology.  The Company was
formerly known as Micropoint, Inc. and changed its name to
Flexpoint Sensor Systems, Inc. in July 1999.  Flexpoint Sensor
Systems was founded in 1992 and is based in Draper, Utah.


FOLSOM FARMS: Has Until May 18 to File Plan & Disclosures
---------------------------------------------------------
On March 23, 2020, the U.S. Bankruptcy Court for the District of
Oregon held a case management conference for Debtor Folsom Farms,
LLC.

On March 31, 2020, Judge Peter C. McKittrick ordered that:

   * The deadline for the Debtor to file a Disclosure Statement and
Plan of Reorganization is May 18, 2020.

   * The Debtor will provide to The United States Trustee an
appropriate Schedule C from Phyllis Brinkley's (Debtor's principal)
completed and filed 2017, 2018, and 2019 tax returns by April 15,
2020.

   * Any objections to the Application of Debtor-in-Possession for
Authority to Employ Attorney SRL Legal, LLC must be filed by April
6, 2020.

A full-text copy of the order dated March 31, 2020, is available at
https://tinyurl.com/u23xglm from PacerMonitor at no charge.

                       About Folsom Farms

Folsom Farms, LLC, is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B).

Folsom Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 20-30575) on Feb. 19, 2020.  At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range.  Judge Peter C. McKittrick oversees the case.  Sally
Leisure, Esq., at SRL Legal, LLC, is the Debtor's legal counsel.


FORESIGHT ENERGY: Ernst & Young LLP Raises Going Concern Doubt
--------------------------------------------------------------
Foresight Energy LP filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$320,448,000 on $841,517,000 of total revenues for the year ended
Dec. 31, 2019, compared to a net loss of $61,613,000 on
$1,104,991,000 of total revenues for the year ended in 2018.

The audit report of Ernst & Young LLP states that the Partnership
has suffered recurring operating losses, has a working capital
deficiency and has stated that substantial doubt exists about the
Partnership’s ability to continue as a going concern. In
addition, the Partnership has not complied with certain covenants
of loan agreements with banks.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $2,119,119,000, total liabilities of $1,847,488,000, and a total
limited partners' capital of $271,631,000.

A copy of the Form 10-K is available at:

                       https://is.gd/BurtXg

Foresight Energy LP mines and markets coal from reserves and
operations located exclusively in the Illinois Basin. The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities.  The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive long-wall operations.  Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.



FR BR HOLDINGS: Fitch Places Outlook on 'B-' LT IDR to Negative
---------------------------------------------------------------
Fitch Ratings affirmed FR BR Holdings, L.L.C.'s Long-Term Issuer
Default Rating of 'B-'. Fitch also affirmed the rating for FR BR's
$515 million senior secured Term Loan B at 'B-'/'RR4'. The Rating
Outlook was revised to Negative from Stable.

The Outlook revision reflects FR BR's high leverage following Blue
Racer Midstream LLC's (BB-/Negative) lower-than-forecast EBITDA in
2019. Actual distributions to FR BR were also less than expected.
The revision also considers Blue Racer's Negative Outlook. Leverage
as measured by standalone debt/actual distributions was 7.0x in
2019, well above Fitch's expected leverage of 4.3x and the negative
sensitivity of 6.0x. While lower Blue Racer EBITDA was part of the
reason for low actual distributions, growth capital at Blue Racer
was also a factor. Unlike most midstream companies in 2019, Blue
Racer chose to use equity capital to fund growth, rather than
funding through operating company debt. If 2019 was recast to
reflect distributable cash in the context of no growth capital,
standalone debt/potential distributions would have been around
6.0x. See the Summary of Financial Adjustments for the equation
that provides this figure. Fitch forecasts FR BR's standalone
debt/potential distributions to be approximately 5x-6.1x for 2020
and 2021. The excess cash flow sweep provision mandates FR BR to
sweep 75% of its excess cash flow when leverage is above 6.5x to
prepay the notes.

The Outlook revision reflects the uncertainty over volume flows as
the producers cut capital spending and reduce drilling activity.
The actions on Blue Racer's processing operations occur in a
context of certain members of OPEC+ effectively changing the policy
of withholding production to maintain relatively stable oil prices.
Cartel leader Saudi Arabia has adopted a pump-at-will policy. The
pressure on existing policy was acute given the sharp decrease in
global energy demand brought on by the coronavirus pandemic. Since
the end of February 2020, a number of natural gas producers, some
of which include Blue Racer's major customers, have announced
reduction in planned development spending and tempered production
expectations.

Fitch's price deck for oil and natural gas establishes guideposts
for the execution of Fitch's policy of rating through the cycle.
The price deck serves as the main basis for the new forecast.
Producer commentary is also used for those in the Appalachian
basin, and includes some of Blue Racer's customers.

KEY RATING DRIVERS

Significant Structural Subordination: Dividends from Blue Racer are
FR BR's sole source of cash flow in support of its term loan. Fitch
views FR BR's revenue stream as having no diversity, and FR BR's
term loan is effectively subordinate to the operating and cash flow
needs at Blue Racer, as well as any borrowings on Blue Racer's $1
billion revolving credit facility and roughly $1.15 billion in
senior unsecured notes.

Cash Flow Concentration: Fitch forecasts standalone total
debt/distributions (50% of the quantity EBITDA less interest
expense less maintenance capital) of 7.0x in 2019, declining to
5.9-6.1x in 2021; however, Fitch's ratings are reflective of FR
BR's structural subordination and the credit quality of the cash
flow stream from Blue Racer, which is effectively an equity
distribution supported by revenue and cash flow from small 'B' to
'BB' rated counterparties. Fitch is concerned that if revenues from
Blue Racer are impaired for any reason, such as increased costs,
counterparty performance, or volume underperformance, Blue Racer's
distributions could decline and pressure FR BR. Additionally, Fitch
believes the term loan has cash flow sweep and amortization
covenants that may significantly help FR BR de-lever over the life
of the term loan.

Dividend Policy/Volatility: Blue Racer is required to pay out all
of its available cash for distributions as distributions, with its
owners requiring unanimous consent to stop any dividend payments.
This provides some assurance that FR BR will continue to receive
dividends. Blue Racer's owners have recently reinvested their
dividends into Blue Racer to support operations and help lower
leverage while pursuing growth capital spending, which has
introduced some volatility in distribution. Fitch expects Blue
Racer may need dividend support from its owners in the near to
intermediate term.

Refinancing Risk: Refinancing is a longer-term significant concern
for FR BR. While the term loan has some mandatory amortization and
a cash flow sweep provision, it will not result in full
amortization by the maturity of the term loan. A refinancing or
sale of assets will be needed to repay the maturing debt. FR BR
could face unfavorable refinancing markets in five years or an
inability to monetize its equity interests in Blue Racer should
there be operating issues at Blue Racer or the dividend stream come
under pressure and negatively affect FR BR's ability to service its
debt.

Group structure Complexity: FR BR has an Environmental, Social and
Governance Relevance Score of '4' for Group Structure and Financial
Transparency, as private-equity backed midstream entities typically
have less structural and financial disclosure transparency than
publicly traded issuers for applying Fitch criteria. This has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors. Fitch views FR BR under
its standard corporate criteria, rather than the specialized
criteria for Investment Holding Companies. The Investment Holding
Companies criteria is for companies that own investments that are
noncontrolling. The change is due to watching a certain important
partnership provision in action. The owners of Blue Racer decreased
the amount of distributions in 2019. This change was only able to
be done with FR BR's approval. The partnership has voting
requirements for certain key actions, including changing a
formulaic distribution policy. Fitch no longer considers FR BR a
noncontrolling investor.

DERIVATION SUMMARY

The closest direct comparable for FR BR within Fitch's midstream
coverage universe is IFM Colonial. IFM Colonial's sole source of
cash flow is its quarterly dividend payments from a noncontrolling,
minority interest in Colonial Pipeline. IFM benefits from the
pipeline's key position as the leading shipper of refined liquid
petroleum products in the Southeast, Mid-Atlantic and Northeast. It
is the largest refined liquid petroleum products pipeline in the
U.S., and the lowest cost method of moving refined product from the
Gulf Coast to the East Coast with a much stronger credit profile
than Blue Racer. However, one risk considered in IFM's ratings is
its structural subordination risk given similar cash flow structure
to FR BR. Fitch believes IFM has much higher credit quality for its
underlying cash flows from Colonial Pipeline as compared to Blue
Racer.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

  -- Base case distributions to FR BR are consistent with Fitch's
base case dividends paid from Blue Racer and account for FR BR's
50% ownership stake.

  -- The 6.0x EBITDA multiple is in line with recent reorganization
multiples for the energy sector. There have been limited
bankruptcies and reorganizations within the midstream space, but
two bankruptcies, Azure Midstream and Southcross Holdings LP, had
multiples between 5.0x and 7.0x. In a recent Bankruptcy Case Study
Report "Energy, Power and Commodities Bankruptcies Enterprise Value
and Creditor Recoveries" published in April 2019, the median
enterprise valuation exit multiplies for 35 energy cases for which
this data was available was 6.1x, with a wide range of multiples
observed.

  -- Fitch assumed a default driven by the suspension of
distributions from Blue Racer for a four-quarter period in 2023
coincident with the loan maturity leading to a default at FR BR and
a restructuring of the term loan. The going concern EBITDA is
estimated at roughly $42 million, representative of the lowest
historical level of distributions at roughly $85 million annually.
Fitch calculated administrative claims to be 10%, which is a
standard assumption.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

  -- Positive Rating action at Blue Racer: Absent any changes to
any other factors, Fitch would seek to maintain the three-notch
separation between the IDRs.

  -- Increased ownership in Blue Racer by FR BR, which would give
FR BR the ability to control the dividend policy at Blue Racer and
could result in a closer notching of the IDRs.

  -- Increased dividend diversification at FR BR without an
increase to current leverage profile.

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

  -- Negative ratings action at Blue Racer.

  -- A decrease in dividends up to FR BR or an increase in debt at
FR BR that results in leverage, as measured by standalone total
debt/potential distributions (50% of the quantity EBITDA less
interest expense less maintenance capital), from Blue Racer
increasing to above 6.0x on a sustained basis.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Needs Limited: FR BR is an investment holding company
with little liquidity needs. Its term loan has relatively few
covenant requirements. Fitch expects dividends to FR BR to be more
than enough to support its mandatory 1% amortization and minimum
debt-service coverage ratio of 1.1x for the forecast period
2020-2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch uses a leverage measure of standalone debt/potential
distributions and considers only the maintenance capital without
growth capital in determining the cash available for debt service.
Potential distributions are calculated as 50% of the quantity
EBITDA less interest expense and maintenance capital.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies). FR BR has an ESG
Relevance Score of '4' for Group Structure and Financial
Transparency as private-equity backed midstream entities typically
have less structural and financial disclosure transparency than
publicly traded issuers. This has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.


FRONTIER COMMUNICATIONS: Case Summary & 50 Top Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Frontier Communications Corporation
             401 Merritt 7
             Norwalk, Connecticut 06851

Business Description: Frontier Communications Corporation --
                      https://frontier.com -- is a publicly held
                      provider of telecommunications services
                      offering residential and business customers
                      video, internet, advanced voice, and
                      Frontier Secure digital protection
                      solutions over its fiber-optic and copper
                      networks in 29 states.

Chapter 11
Petition Date:        April 14, 2020

Court:                United States Bankruptcy Court
                      Southern District of New York

One hundred four affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code:

  Debtor                                                  Case No.
  ------                                                  --------
  Frontier Communications Corporation (Lead Case)         20-22476
  Phone Trends, Inc.                                      20-22475
  Citizens Capital Ventures Corp.                         20-22477
  Citizens Directory Services CompanyL.L.C.               20-22478
  Citizens Louisiana Accounting Company                   20-22479
  Citizens Newcom Company                                 20-22480
  Citizens Newtel, LLC                                    20-22486
  Citizens Pennsylvania Company LLC                       20-22493
  Citizens SERP Administration Company                    20-22497
  Citizens Telecom Services Company L.L.C.                20-22501
  Citizens Telecommunications Company of California Inc.  20-22508
  Citizens Telecommunications Company of Idaho            20-22510
  Citizens Telecommunications Company of Illinois         20-22514
  Citizens Telecommunications Company of Minnesota, LLC   20-22519
  Citizens Telecommunications Company of Montana          20-22523
  Citizens Telecommunications Company of Nebraska         20-22528
  Citizens Telecommunications Company of Nebraska LLC     20-22532
  Citizens Telecommunications Company of Nevada           20-22539
  Citizens Telecommunications Company of New York, Inc.   20-22544
  Citizens Telecommunications Company of Oregon           20-22547
  Citizens Telecommunications Company of Tennessee L.L.C. 20-22553
  Citizens Teleco.Company of the White Mountains, Inc.    20-22481
  Citizens Telecommunications Company of Utah             20-22487
  Citizens Telecommunications Company of West Virginia    20-22492
  Citizens Utilities Capital L.P.                         20-22496
  Citizens Utilities Rural Company, Inc.                  20-22502
  Commonwealth Communication, LLC                         20-22504
  Commonwealth Telephone Company LLC                      20-22512
  Commonwealth Telephone Enterprises, LLC                 20-22516
  Commonwealth TelephoneManagement Services, Inc.         20-22521
  CTE Holdings, Inc.                                      20-22526
  CTE Services, Inc.                                      20-22531
  CTE Telecom, LLC                                        20-22536
  CTSI, LLC                                               20-22541
  CU Capital LLC                                          20-22546
  CU Wireless Company LLC                                 20-22552
  Electric Lightwave NY, LLC                              20-22557
  Evans Telephone Holdings, Inc.                          20-22562
  Fairmount Cellular LLC                                  20-22566
  Frontier ABC LLC                                        20-22570
  Frontier California Inc.                                20-22573
  Frontier Communications -Midland,Inc.                   20-22574
  Frontier Communications -Prairie, Inc.                  20-22569
  Frontier Communications -Schuyler,Inc.                  20-22483
  Frontier Communications Corporate Services Inc.         20-22488
  Frontier Communications Northwest Inc.                  20-22500
  Frontier Communications of America,Inc.                 20-22506
  Frontier Communications of Ausable Valley, Inc.         20-22511
  Frontier Communications ILEC Holdings LLC               20-22495
  Frontier Communications of Breezewood, LLC              20-22517
  Frontier Communications of Canton, LLC                  20-22520
  Frontier Communications of Delaware, Inc.               20-22525
  Frontier Communications of Depue, Inc.                  20-22529
  Frontier Communications of Georgia LLC                  20-22534
  Frontier Communications of Illinois, Inc.               20-22538
  Frontier Communications of Indiana LLC                  20-22543
  Frontier Communications of Iowa, LLC                    20-22545
  Frontier Communications of Lakeside, Inc.               20-22550
  Frontier Communications of Lakewood, LLC                20-22554
  Frontier Communications of Michigan, Inc.               20-22558
  Frontier Communications of Minnesota, Inc.              20-22561
  Frontier Communications of Mississippi LLC              20-22564
  Frontier Communications of Mt. Pulaski, Inc.            20-22567
  Frontier Communications of New York, Inc.               20-22571
  Frontier Communications of Orion, Inc.                  20-22572
  Frontier Communications of Oswayo River LLC             20-22482
  Frontier Communications of Pennsylvania, LLC            20-22485
  Frontier Communications of Rochester, Inc.              20-22489
  Frontier Communications of Seneca-Gorham, Inc.          20-22491
  Frontier Communications of Sylvan Lake, Inc.            20-22494
  Frontier Communications of the Carolinas LLC            20-22498
  Frontier Communications of the South, LLC               20-22503
  Frontier Communications of the Southwest Inc.           20-22505
  Frontier Communications of Thorntown LLC                20-22509
  Frontier Communications of Virginia, Inc.               20-22513
  Frontier Communications of Wisconsin LLC                20-22518
  FrontierCommunications Online and Long Distance Inc.    20-22522
  Frontier Communications Services Inc.                   20-22527
  Frontier Directory Services Company, LLC                20-22533
  Frontier Florida LLC                                    20-22537
  Frontier Infoservices Inc.                              20-22540
  Frontier Midstates Inc.                                 20-22549
  Frontier Mobile LLC                                     20-22551
  Frontier North Inc.                                     20-22556
  Frontier Security Company                               20-22560
  Frontier Services Corp.                                 20-22563
  Frontier Southwest Incorporated                         20-22484
  Frontier Subsidiary Telco LLC                           20-22490
  Frontier Techserv, Inc.                                 20-22499
  Frontier Telephone of Rochester, Inc.                   20-22507
  Frontier Video Services Inc.                            20-22515
  Frontier West Virginia Inc.                             20-22524
  GVN Services                                            20-22530
  N C C Systems, Inc.                                     20-22535
  Navajo Communications Co., Inc.                         20-22542
  Newco West Holdings LLC                                 20-22548
  Ogden Telephone Company                                 20-22555
  Rhinelander Telecommunications, LLC                     20-22559
  Rib Lake Cellular for Wisconsin RSA#3, Inc.             20-22565
  Rib Lake Telecom, Inc.                                  20-22568
  SNET America, Inc.                                      20-22578
  TCI Technology & Equipment LLC                          20-22575
  The Southern New England Telephone Company              20-22576
  Total Communications, Inc.                              20-22577

Judge:                Hon. Robert D. Drain

Debtors'
General
Bankruptcy
Counsel:              Stephen E. Hessler, P.C.
                      Mark McKane, P.C.
                      Patrick Venter, Esq.
                      KIRKLAND & ELLIS LLP
                      KIRKLAND & ELLIS INTERNATIONAL LLP
                      601 Lexington Avenue
                      New York, New York 10022
                      Tel: (212) 446-4800
                      Fax: (212) 446-4900
                      E-mail: stephen.hessler@kirkland.com
                              mark.mckane@kirkland.com
                              patrick.venter@kirkland.com

                        - and -

                      Chad J. Husnick, P.C.
                      Benjamin M. Rhode, Esq.
                      KIRKLAND & ELLIS LLP
                      KIRKLAND & ELLIS INTERNATIONAL LLP
                      300 North LaSalle Street
                      Chicago, Illinois 60654
                      Tel: (312) 862-2000
                      Fax: (312) 862-2200
                      E-mail: chad.husnick@kirkland.com
                              benjamin.rhode@kirkland.com

Debtors'
Financial
Advisor &
Investment
Banker:               EVERCORE GROUP L.L.C.

Debtors'
Restructuring
Advisor:              FTI CONSULTING, INC.

Debtors'
Telecom
Services
Consultant:           COMMUNICATION MEDIA ADVISORS, LLC

Debtors'
Auditors &
Tax Consultants:      KPMG LLP

Debtors'
Claims &
Noticing
Agent:                PRIME CLERK LLC
                      https://www.primeclerk.com/

Total Assets as of February 29, 2020: $17,433,201,422

Total Debts as of February 29, 2020: $21,855,602,151

The petitions were signed by Mark D. Nielsen, executive vice
president, chief legal officer, and chief transaction officer.

A copy of Frontier Communications' petition is available for free
at PacerMonitor.com at:

                      https://is.gd/K0Sx7F

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           --------------- --------------
1. BNY Mellon as Agent for 11.000%     Unsecured    $3,600,000,000
Senior Notes due 2025                  Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

2. BNY Mellon as Agent for 10.500%      Unsecured   $2,187,537,000
Senior Notes due 2022                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

3. BNY Mellon as Agent for 9.000%       Unsecured     $945,325,000
Senior Notes due 2031                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

4. BNY Mellon as Agent for 7.125%       Unsecured     $850,000,000
Senior Notes due 2023                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

5. BNY Mellon as Agent for 6.875%       Unsecured     $775,000,000
Senior Notes due 2025                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

6. BNY Mellon as Agent for 7.625%       Unsecured     $750,000,000
Senior Notes due 2024                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

7. BNY Mellon as Agent for 8.750%       Unsecured     $500,000,000
Senior Notes due 2022                   Noteholder
Ray O'Neil 500
Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

8. BNY Mellon as Agent for 7.875%       Unsecured     $345,858,000
Senior Notes due 2027                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

9. US Bank as Agent for 6.860%          Unsecured     $300,000,000
Subsidiary (FTR FL) Debentures          Noteholder
due 2028
Laura Moran
1 Federal St., EX-MA-FED
Boston MA 02110
Email: laura.moran@usbank.com

Clark Whitmore
Maslon LLP
90 S. 7th St., Suite 3300
Minneapolis, MN 55402
Tel: 612-672-8335
Fax: 612-642-8335
Email: clark.whitmore@maslon.com

10. BNY Mellon as Agent for 6.250%      Unsecured     $219,721,000
Senior Notes due 2021                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

11. US Bank as Agent for 6.750%         Unsecured     $200,000,000
Subsidiary (FTR CA) Debenture           Noteholder
due 2027
Ralph Jones
Two Liberty Place
50 South 16th Street, Suite 2000
Philadelphia, PA 19102
Tel: 215-761-9314
Email: Ralph.Jones@usbank.com

12. US Bank as Agent for 6.730%         Unsecured     $200,000,000
Subsidiary (FTR North) Debentures       Noteholder
due 2028
Laura Moran
1 Federal St., EX-MA-FED
Boston MA 02110
Email: laura.moran@usbank.com

Clark Whitmore
Maslon LLP
90 S. 7th St., Suite 3300
Minneapolis, MN 55402
Tel: 612-672-8335
Fax: 612-642-8335
Email: clark.whitmore@maslon.com

13. BNY Mellon as Agent for 7.050%      Unsecured     $193,500,000
Debentures due 2046                     Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

14. BNY Mellon as Agent for 8.500%      Unsecured     $172,087,000
Senior Notes due 2020                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

15. BNY Mellon as Agent for 7.000%      Unsecured     $138,000,000
Debentures due 2025                     Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

16. BNY Mellon as Agent for 7.450%      Unsecured     $125,000,000
Debentures due 2035                     Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

17. BNY Mellon as Agent for 9.250%      Unsecured      $89,269,000
Senior Notes due 2021                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

18. BNY Mellon as Agent for 8.875%      Unsecured      $54,643,000
Senior Notes due 2020                   Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

19. US Bank as Agent for 8.400%         Unsecured      $50,000,000
Subsidiary (FTR WV) Debenture due 2029  Noteholder
Ralph Jones
Two Liberty Place
50 South 16th Street, Suite 2000
Philadelphia, PA 19102
Tel: 215-761-9314
Email: Ralph.Jones@usbank.com

20. PeopleScout MSP LLC                Trade Vendor     $5,307,235
Ruth Baehr
32487 Collection Drive
Chicago, IL 60693-0487
Tel: 260-436-3802
Email: RBAEHR@PEOPLESCOUT.COM

21. Plaintiffs of California            Litigation/     $4,700,000
Wage & Hour Class Action                Settlement
Peter R. Dion-Kindem
2945 Townsgate Rd.,
Suite 200
Westlake Village, CA 91361
Tel: 818-883-4900
Fax: 838-883-4902
Email: Peter@dion-kindemlaw.com

Lonnie C. Blanchard
3579 East Foothill Blvd., Suite 338
Pasadena, CA 91107
Tel: 213–599-8255
Fax: 213-402-3949
Email: lonnieblanchard@gmail.com

Andrew Sokolowski
1230 Rosecrans Ave., Suite 200
Manhattan Beach, CA 90266
Tel: 310-531-1900
Fax: 310-531-1901
Email: asokolowski@maternlawgroup.com

Ryan Crist
43364 10th Street West
Lancaster, CA 93934
Tel: 661-949-2495
Fax: 661-949-7524
Email: Rcrist@parrisslawyers.com

22. AT&T                               Trade Vendor     $2,618,959
Sally Ann Thomas
220 Wisconsin Ave Flr 2
Waukesha, WI 53186
Tel: 312-369-9119
Email: SALLYANN.THOMAS@ATT.COM

23. Broadridge Customer Comm LLC       Trade Vendor     $2,190,361
AR
5516 Collections Center Dr
Chicago, IL 60693-0055
Tel: 631-254-7422
Email: BRCC.REMITTANCE@BROADRIDGE.COM

24. USIC Locating Services LLC         Trade Vendor     $2,130,756
Elisabeth Owen
Premier Services LLC
PO Box 713359
Cincinnati, OH 45271
Tel: 317-810-8256
Fax: 317-575-7881
Email: ACCOUNTSRECEIVABLE@USICLLC.COM

25. Anixter Inc Amelia                 Trade Vendor     $1,811,022
Kelly Expense
PO Box 278
Morton Grove, IL 60053-0278
Tel: 678-546-2769
Email: CASHDEPARTMENT@ANIXTER.COM

26. BNY Mellon as Agent for 6.800%       Unsecured      $1,739,000
Debentures Due 2026                      Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

27. Nokia of America Corporation       Trade Vendor     $1,454,414
Selina Siu
PO Box 911476
Accounts Receivable
Dallas, TX 75391-1476
Tel: 613-784-3533
Fax: +358 10 44 81 002
Email: PANKAJ.9.KUMAR.EXT@NOKIA.COM

28. OneSupport                         Trade Vendor     $1,345,491
Ryan Lommel
PO Box 2479
San Marcos, TX 78667-2479
Tel: 800-580-3355
Email: Ryan.lommel@onesupport.com

29. Contec LLC                         Trade Vendor     $1,239,634
Bibi Ramoutar
1011 State St
Schenectady, NY 12307
Tel: 518-831-1466
Fax: 518-382-8452
Email: BRAMOUTAR@GOCONTEC.COM

30. System One Holdings LLC            Trade Vendor       $990,021
Michelle Banville
PO Box 644722
Pittsburgh, PA 15264-4722
Tel: 207-482-7017
Fax: 412-995-1901
Email: MBANVILLE@MOUNTAINLTD.COM

31. Dixon Schwabl Advertising Inc.     Trade Vendor       $966,191
Judy Mcdade
1595 Moseley Rd
Victor, NY 14564
Tel: 585-899-3228
Fax: 585-383-1661
Email: JUDY@DIXONSCHWABL.COM

32. F Secure Inc.                      Trade Vendor       $900,827
Kelly Sheppard
25 Independence Blvd, Ste 203
Warren, NJ 07059
Tel: 908-432-9934
Fax: 908 935 0560
Email: KELLY.SHEPPARD@F-SECURE.COM

33. Scansource Catalyst                Trade Vendor       $878,818
Damien Means
Attn: J Guardado Or A Hogan
250 Scientific Dr Ste 300
Norcross, GA 30092
Tel: 864-286-4406
Fax: 864-288-5515
Email: DAMIEN.MEANS@SCANSOURCE.COM

34. Coriant North America Inc.         Trade Vendor       $854,579
Melanie Ivanic
13884 Collections Ctr Dr
Chicago, IL 60693
Tel: 630-798-4135
Email: CUSTOMER-REMIT@INFINERA.COM

35. Automotive Rentals                 Trade Vendor       $839,911
Mike Blatnic
50 Glenlake Parkway
Suite 230
Atlanta, GA 30328
Tel: 678-557-7803
Email: MBLATNIC@ARIFLEET.COM

36. Arris Solutions Inc                Trade Vendor       $818,863
Martha Stoudt
3871 Lakefield Drive
Suwanee, GA 30024
Tel: 215-323-1540
Email: CASHPOSTING@COMMSCOPE.COM

37. J H Sultenfuss Inc                 Trade Vendor       $781,254
Michael Sultenfuss
4401 W Crest Ave
Tampa, FL 33614-6427
Tel: 813-871-9600
Fax: 813-873-1164
Email: JHSULTENFUSSGC1@VERIZON.NET

38. Certified Roofing Applicators      Trade Vendor       $749,950
Ani Kaprielian
11914 Front St Ste C
Norwalk, CA 90650
Tel: 562-864-8662
Email: ANIKAPRIELIAN@AOL.COM

39. Actiontec Electronics Inc          Trade Vendor       $734,268
Tong Khuc
3301 Olcott St
Santa Clara, CA 95054
Tel: 408-548-4762
Fax: 408-541-9003
Email: TKHUC@ACTIONTEC.COM

40. Dura Line Corporation              Trade Vendor       $719,053
Danielle Barry
4296 Paysphere Cr
Chicago, IL 60674
Tel: 865-223-5056
Fax: 865-223-5085
Email: AR@DURALINE.COM

41. Asurion                            Trade Vendor       $703,242
Amy Bellucci
Rachel Jennings
PO Box 111417
Nashville, TN 37222-1417
Fax: 615-445-3348
Email: AMY.BELLUCCI@ASURION.COM

42. BNY Mellon as Agent for 7.680%      Unsecured         $628,000
Debentures Due 2034                     Noteholder
Ray O'Neil
500 Ross St.
12th Floor
Pittsburgh, PA 15262
Tel: 412-236-1201
Fax: 412-234-7535
Email: raymond.k.oneil@bnymellon.com

43. Schindler Elevator Corporation     Trade Vendor       $621,741
Mark Ahern
PO Box 70433
Chicago, IL 60673-0433
Tel: 312-771-8441
Fax: 973-397-3619
Email: CASH-APP@US.SCHINDLER.COM

44. F J Hubeny Inc                     Trade Vendor       $537,636
Bill Preece
PO Box 525
Milldale, CT 06467
Tel: 860-628-5509
Fax: 860-621-1454
Email: BPREECE@FJHUBENY.COM

45. Custom Janitorial Maint Corp       Trade Vendor       $485,809
Richard Sanchez
PO Box 269
Port Hueneme, CA 93044-0269
Tel: 805-486-8626
Fax: 805-981-9076
Email: RICHARDCUSJAN269@AOL.COM

46. Group O Inc                        Trade Vendor       $479,854
Darla Zrostlik
PO Box 860146
Minneapolis, MN 55486-0146
Tel: 309-736-8742
Fax: 309-736-8301
Email: GROUPOACCOUNTING@GROUPO.COM

47. AT&T Mobility II LLC               Trade Vendor       $478,048
Ken Davis
10640 Sepulveda Bl Unit 1
Mission Hills, CA 91345
Tel: 205-678-7386
Email: KEVIN.DAVIS4@ATT.COM

48. A To Z Call Center Services LP     Trade Vendor       $477,030
Brent Riley 6080
Tennyson Pkwy, Ste 100
Plano, TX 75024
Tel: 972-862-4225
Email: ARGROUP@THECMIGROUP.COM

49. Mitel Networks Inc.                Trade Vendor       $469,100
Jessica Mcmannis
885 Trademark Drive
Reno, NV 89521-5943
Tel: 775-954-1244
Fax: 800-814-5860
Email: WHOLESALECOLLECTIONS@MITEL.COM

50. Track Utilities LLC                Trade Vendor       $431,042
Brenda Anderson
441 W Corporate Dr
Meridian, ID 83642
Tel: 208-362-1780
Fax: 208-362-1788
Email: REMIT@TRACKUTILITIESLLC.COM


FULTON WAREHOUSE: Seeks to Hire Paul Reece Marr PC as Attorneys
---------------------------------------------------------------
Fulton Warehouse and Distribution LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Paul Reece Marr, P.C. as its attorneys.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) provide the Debtor with legal advice regarding its powers
and duties as debtor-in-possession in the continued operation and
management of its affairs;

     (b) prepare on behalf of the Debtor the necessary
applications, statements, schedules, lists, answers, orders and
other legal papers pursuant to the Bankruptcy Code; and

     (c) perform all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be reasonably
necessary.

The firm received a $10,000 retainer to be applied towards
court-approved fees and expenses plus the $1,717 petition filing
fee.

The firm will be paid at these hourly rates:

     Paul Reece Marr, Esq.                $375
     Paralegal                            $150
     Clerical                             $75
     
Paul Reece Marr, an attorney at Paul Reece Marr, P.C., disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Paul Reece Marr
     PAUL REECE MARR, P.C.
     300 Galleria Parkway, N.W., Suite 960
     Atlanta, GA 30339
     Telephone: (770) 984-2255
     E-mail: paul.marr@marrlegal.com

             About Fulton Warehouse and Distribution LLC

Fulton Warehouse and Distribution LLC, a warehouse based in
Atlanta, Georgia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-64902) on March 23,
2020. The petition was signed by Todd David Williamson, its
president. At the time of the filing, the Debtor was estimated to
have assets of between $100,001 and $500,000 and liabilities of the
same range.

The Debtor hired Paul Reece Marr, P.C. as its counsel.


GENERAL NUTRITION: Moody's Cuts CFR to Ca, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded General Nutrition Centers,
Inc.'s corporate family rating to Ca from Caa1, its probability of
default rating to Ca-PD from Caa1-PD, its senior secured term loan
B2 to Ca from Caa2, and its senior secured FILO term loan to Caa2
from B1. Its speculative grade liquidity remains SGL-4. The outlook
remains negative.

"GNC's downgrade reflects that the disruption posed by COVID-19
will suppress GNC's cash flow and make it unlikely that the company
will either repay or refinance its upcoming August 2020 maturity of
its $159 million convertible notes", said Moody's Vice President,
Christina Boni. The downgrade also acknowledges that GNC's $686
million in term loans contain a springing maturity to May 16, 2020
or later should more than $50 million of the convertible notes
remain outstanding at that time.

Downgrades:

Issuer: General Nutrition Centers, Inc.

  Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD

  Corporate Family Rating, Downgraded to Ca from Caa1

  Senior Secured Term Loan B2, Downgraded to Ca (LGD4) from Caa2
  (LGD4)

  Senior Secured FILO Term Loan, Downgraded to Caa2 (LGD2) from
  B1 (LGD2)

Outlook Actions:

Issuer: General Nutrition Centers, Inc.

Outlook, Remains Negative

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The specialty
retail sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in GNC's credit
profile, including its exposure to store closures, China and
consumer demand have left it vulnerable to shifts in market
sentiment in these unprecedented operating conditions and GNC
remains vulnerable to the outbreak continuing to spread. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety. Its action reflects the impact on GNC of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

GNC's Ca rating is constrained by its weak liquidity profile. The
disruption from the coronavirus and its compression of consumer
demand will reduce its cash available to internally fund its $159
million convertible notes due August 2020 of which less than $50
million must be outstanding by May 2020 in order to avoid its term
loans maturities springing to that date. The probability of a
distressed exchange remains high as the company pursues financing
alternatives. GNC's EBIT/interest expense at December 31, 2019 at
1.3x limits its ability to absorb a significantly higher cost of
capital with the needed refinancing of its debt maturities.
Nevertheless, GNC's credit profile is supported by the company's
well-known brand name in its target markets in the vitamin,
mineral, and nutritional supplement category due to favorable
demographic trends in the United States. Harbin Pharmaceuticals
$300 million convertible preferred stock investment in the company
represents approximately 41% of the voting rights of the common
stock, on an as-converted basis.

The negative outlook incorporates its concerns that operating
performance will continue to be impacted by the disruption of
COVID-19 and suppression of consumer demand which will impede the
company's ability to repay its debt or refinance. The outlook also
reflects the risk of a potential bankruptcy, missed principal or
interest payment or that ultimate recovery rates may be pressured.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

GNC's ratings could be upgraded over time if the company can
refinance its capital structure at par and on economic terms.

Ratings could be downgraded should GNC file for bankruptcy or miss
a principal or interest payment. Ratings could also be downgraded
should ultimate recovery weaken from current estimates.

General Nutrition Centers, Inc., headquartered in Pittsburgh, PA,
is a diversified, multi-channel business model which generates
revenue from product sales through company-owned retail stores,
domestic and international franchise activities, third-party
contract manufacturing, e-commerce and corporate partnerships. As
of December 31, 2019, GNC had approximately 7,500 locations, of
which approximately 5,400 retail locations are in the United States
(including approximately 1,800 Rite Aid licensed
store-within-a-store locations) and franchise operations in
approximately 50 countries.

The principal methodology used in these ratings was Retail Industry
published in May 2018.


GLOBAL CLOUD: Regulated Businesses to Exit Chapter 11 This Year
---------------------------------------------------------------
Global Cloud Xchange on April 15, 2020, disclosed that its
non-regulated businesses, representing a vast majority of the
global network and operations, have successfully emerged from the
Chapter 11 process.  The regulated businesses are expected to
emerge from bankruptcy later this year following receipt of
regulatory approval.

Following this emergence, the Company will have achieved the
objectives initially outlined for the financial restructuring
process.  GCX will have a stronger capital structure with reduced
debt, and access to new working capital that can support its
long-term growth.  The Company will also be moving forward under
new ownership of its senior secured noteholders with the commitment
and capital to support GCX and its investment in the future.

Additionally, new Boards of Directors have been appointed for the
newly incorporated holding company and principle operating company
upon emergence.  The Board is chaired by Jim Ousley and includes
Anja Blumert, Alan Carr and Chris Mallon.

Jim Ousley (Chairman) is currently serving as the senior operations
partner with CVC Capital Partner's Growth Fund and has more than 40
years of global technology experience in hardware and software
platforms, software and managed services, and communications.
Previously, Jim served as the Chairman and CEO of the Savvis/CTL
Data Services Group.  His previous chairman roles include Pacnet
Communications, BellMicro Products, Inc., Actividenty, Inc., and
DataLink and board roles include Peak 10, Integra, CalAmp, Icelero,
Norstan, Memorex/Telex, and Magnetic Peripherals Inc.

Anja Blumert (Director) is an independent senior advisor in M&A and
capital markets with a focus on TMT and emerging markets. Ms.
Blumert previously served as Head of M&A at Millicom International
Cellular SA, TMT investment professional at Warburg Pincus
International LLC and as investment banker with UBS.  Anja is
currently a board member of BIMA and most recently served on the
board of Helios Towers Ltd.

Alan Carr (Director) is the managing member and CEO of Drivetrain
LLC, an independent fiduciary service provider and serves on
several other boards of directors in diverse industries and
throughout the world.  Mr. Carr previously served as a managing
director at Strategic Value Partners and a corporate restructuring
attorney with Skadden, Arps, Slate, Meager & Flom.  Mr. Carr is
also currently serving on the board of the regulated entities that
remain in Chapter 11 bankruptcy and will continue to do so.

Chris Mallon, who has most recently served as the Head of European
Corporate Restructuring Practice of Skadden, Arps, Slate, Meagher &
Flom LLP and was previously a partner and Head of Business Finance
and Restructuring in the London office of Weil, Gotshal & Manges.
Mr. Mallon is also currently serving on the board of the regulated
entities that remain in Chapter 11 bankruptcy and will continue to
do so.

Customers, suppliers and employees should expect to continue to
work with all GCX entities as normal while the regulated businesses
complete their emergence process and following the full completion
of the financial restructuring.

"I, along with the rest of the GCX management team, am looking
forward to the completion of our financial restructuring process so
we can fully focus on our strategic direction and future
opportunities," said Rory Cole, Interim CEO of GCX.  "We are
completing this process having achieved all of the objectives we
set out, well positioned to build on our strategic plan and become
even more competitive in our industry. GCX is emerging as a leading
provider of network services in one of the fastest growing markets
in the world that is seeing significant growth in the demand for
data services. We are emerging with a strong business, ready to
capitalize on this growth and the exciting opportunities ahead."

Additional information about GCX's restructuring is available via
the Company's restructuring website,
https://cases.primeclerk.com/gcx.

                    About Global Cloud Xchange

Global Cloud Xchange (GCX), a subsidiary of India-based Reliance
Communications, offers a comprehensive portfolio of solutions
customized for carriers, enterprises and new media companies. GCX
-- http://www.globalcloudxchange.com/-- owns the world's largest
private undersea cable system spanning more than 68,000 route kms
which, seamlessly integrated with Reliance Communications' 200,000
route kms of domestic optic fiber backbone, provides a robust
Global Service Delivery Platform.  With connections to 40 key
business markets worldwide spanning Asia, North America, Europe and
the Middle East, GCX delivers leading edge next generation
Enterprise solutions to more than 160 countries globally across its
Cloud Delivery Network.

GCX Limited and 15 subsidiaries filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 19-12031) on Sept. 15,
2019, to seek confirmation of a pre-packaged Plan of
Reorganization.

The Restructuring Support Agreement, and the Plan implementing the
same, contemplates (a) a debt-to-equity recapitalization
transaction, whereby the Senior Secured Noteholders will receive a
pro rata share of (i) 100% of the new equity interests of
reorganized GCX and (ii) second lien term loans in an aggregate
principal amount of $200 million and (b) a simultaneous "go-shop"
process in which the Debtors will solicit bids for the potential
sale of all or a portion of their business pursuant to the Plan.

The Debtors are estimated to have $1 billion to $10 billion in
assets and liabilities, according to the petitions signed by CRO
Michael Katzenstein.

The Hon. Christopher S. Sontchi is the case judge.

The Debtors tapped Paul Hastings LLP as general bankruptcy counsel;
Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel;
FTI Consulting, Inc. as financial advisor; and Lazard & Co.,
Limited as investment banker.  Prime Clerk LLC is the claims
agent.

The bankruptcy court confirmed the Debtors' Chapter 11 plan of
reorganization on Dec. 4, 2019, clearing the way for the Debtors to
complete their financial restructuring.


GOODYEAR TIRE: Fitch Lowers IDR to 'BB-', Outlook Negative
----------------------------------------------------------
Fitch Ratings has downgraded the ratings of The Goodyear Tire &
Rubber Company and its Goodyear Europe B.V. subsidiary to 'BB-'
from 'BB'. Fitch has also downgraded GT's senior unsecured notes
rating to 'BB-'/'RR4' from 'BB'/'RR4'. Fitch has affirmed the
ratings on GT's first-lien revolving credit facility, second-lien
term loan and GEBV's revolving credit facility at 'BB+'/'RR1' and
the rating on GEBV's senior unsecured notes at 'BB'/'RR2'. The
Rating Outlook is Negative.

For GT, Fitch's ratings apply to a $2.0 billion first-lien secured
revolver, a $400 million second-lien term loan and $3.0 billion in
senior unsecured notes. For GEBV, Fitch's ratings apply to an
EUR800 million secured revolver and EUR250 million in senior
unsecured notes.

KEY RATING DRIVERS

Ratings Overview: The downgrade of GT's LT IDR to 'BB-' from 'BB'
reflects Fitch's concerns that tire shipments in 2020 will be
significantly lower than previous expectations due to the global
coronavirus crisis and that a recovery of volumes to pre-crisis
levels may not occur until at least 2022 as the global economic
recovery is likely to be relatively weak. GT's credit metrics had
previously weakened as a result of elevated raw material costs,
heavy global tire industry competition, challenges related to
manufacturing and distribution changes, and unexpectedly weak auto
production in China. Fitch had previously anticipated that metrics
would improve over the intermediate term on positive developments
in each of the aforementioned factors. However, the coronavirus
crisis and the resulting decline in current and expected economic
activity over the next couple of years are likely to result in GT's
metrics remaining weak relative to Fitch's prior negative
sensitivities for a sustained period.

The Negative Outlook reflects the high level of uncertainty with
respect to the duration and depth of the current global economic
downturn, which heightens the risk that GT's metrics could weaken
further for a longer period. That said, a combination of lower
commodity costs, particularly for petroleum-based products, new
original equipment fitments for a number of upcoming global vehicle
launches and various cost control initiatives could help to
stabilize GT's metrics. Under such a scenario, Fitch could revise
the rating outlook back to Stable.

Weaker Market Conditions Expected: The global coronavirus outbreak
is likely to result in a steep decline in GT's global tire volumes
in 2020. Fitch expects global new vehicle sales to decline about
15% in 2020 and to rise by only about 8% in 2021. Within these
figures, Fitch expects new vehicle sales in the U.S. and Western
Europe, two of GT's most important markets, to decline by about 20%
in 2020. Although sales to vehicle manufacturers only comprise
about a quarter of GT's typical sales volume, and those sales
typically carry lower margins than replacement tire sales, the
expected decline in global vehicle production will nonetheless have
a meaningful impact on GT's near-term sales volume and
profitability.

Fitch expects replacement tire volumes, which make up about
three-quarters of GT's tire volumes, to hold up better in the near
term than sales to vehicle manufacturers. However, Fitch's
expectation of continued weak economic conditions following the end
of the coronavirus crisis is likely to dampen replacement sales
over the near term. In addition, the extended "shelter-in-place"
directives that have been in place for multiple weeks in many
global jurisdictions are likely to have significantly reduced total
vehicle miles traveled which will further reduce near-term
replacement demand. It is notable that GT has suspended production
in the Americas and in Europe, while many of its retail locations
remain open, suggesting the company anticipates a steep decline in
near-term demand.

Fitch expects lower production and demand to result in about a 12%
decline in revenue in 2020. Improving conditions in 2021 are
expected to drive higher revenue for the year, but Fitch expects
ongoing macro weakness through next year to result in revenue
remaining about 3% below the actual 2019 level, which was already
relatively depressed by weakening tire market conditions in several
global markets, notably China and Europe.

Long-Term Tire Demand Fundamentals Intact: Over the long term,
Fitch continues to expect global replacement tire volumes to grow
along with the global vehicle population. In addition, the
industry's shift toward larger diameter, higher technology premium
tires, especially in developing markets, will benefit those tire
manufacturers like GT that have shifted their focus toward these
higher margin products over the past decade. This shift will
accelerate as the global population of electric vehicles grows,
given the higher tire technology requirements for the premium EVs
that many manufacturers will be introducing over the intermediate
term. GT has recently won a number of original equipment fitments
for EVs that will be introduced over the next several years.

FCF Pressure: Fitch currently expects GT's post-dividend FCF to be
slightly negative in 2020 as working capital benefits from lower
sales volumes offset an expected steep decline in FFO resulting
from lower business levels. Fitch assumes some level of near-term
capex adjustment, given the expectation for weaker tire demand
levels. Fitch expects FCF to remain under pressure in 2021 as the
company could see a use of working capital as production volumes
grow and capex could increase to support stronger business
conditions. Actual post-dividend FCF in 2019, according to Fitch's
methodology, was $272 million, equivalent to a 1.8% FCF margin.
Fitch's FCF calculations are adjusted for changes in off-balance
sheet factoring, which Fitch treats as changes in financing cash
flows.

Increased Leverage: Fitch expects leverage to rise in 2020 as a
result of lower EBITDA and FFO in the face of weak market
conditions. Fitch expects EBITDA leverage (debt, including
off-balance sheet factoring/Fitch-calculated EBITDA) to rise to the
mid-4x range in 2020 before falling back toward the low-3x range by
YE 2021. Likewise, Fitch expects FFO leverage to rise toward the
upper-6x range in 2020 before falling back toward the mid-4x range
in 2021. Fitch expects both leverage metrics to be high relative
GT's prior rating category through YE 2021. Debt at YE 2019,
including off-balance sheet factoring, was $6.0 billion, down from
$6.4 billion at YE 2018. Fitch expects debt to remain roughly close
to the YE 2019 level over the next several years, with some
occasional fluctuations in borrowing to offset seasonal
fluctuations in working capital.

GEBV Notes Rating: GEBV's EUR250 million 3.75% senior unsecured
notes due 2023 have a Recovery Rating of 'RR2', reflecting their
structural seniority to GT's senior unsecured notes, which have a
recovery rating of 'RR4'. GEBV's notes are guaranteed on a senior
unsecured basis by GT and the subsidiaries that also guarantee GT's
secured revolver and second-lien term loan. Although GT's senior
unsecured notes are also guaranteed by the same subsidiaries, they
are not guaranteed by GEBV. The recovery prospects of GEBV's notes
are further strengthened relative to those at GT by the lower level
of secured debt at GEBV. GEBV's credit facility and its senior
unsecured notes are subject to cross-default provisions relating to
GT's material indebtedness.

DERIVATION SUMMARY

GT has a relatively strong competitive position as the
third-largest global tire manufacturer, with a highly recognized
brand name and a focus on the higher-margin high value-added tire
category. However, the shift in focus has led to lower tire unit
volumes and revenue, particularly in the mature North American and
Western European markets. The company's diversification is
increasing as rising incomes in emerging markets lead to higher
demand for HVA tires, particularly in the Asia Pacific region.

GT's margins are roughly consistent with the other large
Fitch-rated rated tire manufacturers, Compagnie Generale des
Etablissements Michelin (A-/Stable) and Continental AG
(BBB+/Stable), but GT's leverage is considerably higher, as the
other two both maintain EBITDA leverage below 1x. GT's leverage is
roughly consistent with auto suppliers in the 'BB' category, such
as Meritor, Inc. (BB-/Positive), Delphi Technologies PLC (BB/Rating
Watch Positive) or Tenneco Inc. (BB-/Stable). GT's margins are
relatively strong compared to typical 'BB'-category issuers, but
this is tempered somewhat by heavier seasonal working capital
swings that lead to more variability in FCF over the course of a
year. FCF margins are also sensitive to raw material prices and
capex spending.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

  -- Global auto production declines by 15% in 2020, including 20%
declines in the U.S. and Europe, before rising about 8% in 2021;

  -- Global replacement tire demand declines in the mid-single
digits in 2020 before rising in 2021;

  -- Beyond 2021, GT's sales grow in the low-single-digits;

  -- Capex generally runs in the 5% to 5.5% range over the next
several years;

  -- Debt remains roughly flat, near $6 billion, including
off-balance sheet factoring, over the next several years;

  -- Full-year FCF is modestly negative in 2020 and 2021 before
rising toward 1.5% in 2022;

  -- The company maintains a solid liquidity position, including
cash and credit facility availability.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Demonstrating continued growth in tire unit volumes, market
share and pricing;

  -- Sustained FCF margins of 1.5%;

  -- Sustained gross EBITDA leverage below 3.0x;

  -- Sustained FFO leverage below 3.5x.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- A significant step-down in demand for the company's tires
without a commensurate decrease in costs;

  -- An unexpected increase in costs, particularly related to raw
materials, that cannot be offset with higher pricing;

  -- A decline in the company's consolidated cash below $700
million for several quarters;

  -- Sustained breakeven FCF margin;

  -- Sustained gross EBITDA leverage above 4.0x;

  -- Sustained FFO leverage above 4.5x.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects GT's liquidity to remain
sufficient for the company to withstand the operating pressures of
the current coronavirus crisis. The company ended 2019 with $908
million in cash and cash equivalents (excluding Fitch's adjustments
for not readily available cash) and $3.6 billion of availability on
its various global credit agreements, including $2.6 billion of
availability on its primary U.S. and European revolvers. The most
significant near-term debt maturity is $282 million in senior
unsecured notes that mature in August 2020, and Fitch expects the
company will have sufficient liquidity to manage that maturity if
it is not refinanced.

According to its criteria, Fitch treated $610 million of GT's cash
and cash equivalents as not readily available as of Dec. 31, 2019
for purposes of calculating net metrics. Starting in 2020, Fitch
has treated $600 million of GT's cash as not readily available,
based on Fitch's updated estimate of the amount of cash needed to
cover seasonality in the company's business.

Debt Structure: GT's consolidated debt structure primarily consists
of a mix of secured bank credit facilities and senior unsecured
notes. As of Dec. 31, 2019, GT had $400 million in second-lien term
loan borrowings and $3.0 billion in senior unsecured notes
outstanding. There were no amounts outstanding on GT's first-lien
secured revolver.

GEBV's debt structure consisted of EUR250 million in senior
unsecured notes and $327 million of on-balance sheet account
receivable securitization borrowings. There were no amounts
outstanding on GEBV's secured revolver.

GT also has various borrowings outstanding at certain non-U.S.
operations, including credit facilities in Mexico and China.

In addition to its on-balance sheet debt, Fitch treated $548
million of off-balance sheet factoring as debt at Dec. 31, 2019.

SUMMARY OF FINANCIAL ADJUSTMENTS

Per its criteria, Fitch has adjusted GT's debt and FCF calculations
for the effect of off-balance sheet factoring.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).


HARSCO CORP: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has affirmed Harsco Corporation's Long-Term Issuer
Default Rating at 'BB', secured revolver and term loan at
'BB+'/'RR1', and senior unsecured notes at 'BB'/'RR4'. Fitch has
also assigned a rating of 'BB+'/'RR1' to Harsco's new $280 million
term loan A due June 28, 2024. The Rating Outlook is Negative.
Harsco had $799 million of debt outstanding as of Dec. 31, 2019.

KEY RATING DRIVERS

Negative Rating Outlook: The affirmation and Negative Rating
Outlook take into account Fitch's updated base case forecast,
including the expected impact from the coronavirus-related economic
contraction. Fitch expects Harsco's financial leverage, which is
elevated following recent acquisitions, will move higher in 2020 as
a result of the current economic downturn. In addition, there is
the potential for a sharper downturn in 2020 and/or a slower than
expected recovery in Harsco's credit profile beyond 2020.

ESOL Acquisition: Harsco announced the completion of its
acquisition of Stericycle's Environmental Solutions business (ESOL)
on April 6, 2020, paying $462.5 million in cash. The rating
considers currently weak operating results within the ESOL business
as well as in Harsco's rail and environmental businesses, and the
challenges associated with integrating two sizable acquisitions --
ESOL and the recently acquired Clean Earth business.

Higher Financial Leverage: Pro forma for the ESOL acquisition,
debt/EBITDA is in the high-3.0x range, compared with leverage of
1.9x as of the end of 2018. Fitch now expects leverage will
increase to around 5.0x in 2020 as EBITDA contracts, particularly
within the Harsco Environmental business. Leverage is expected to
improve to the mid-3.0x range in 2021 and close to 3.0x in 2022
through a combination of EBITDA growth and debt reduction from
FCF.

Near-term Operating Pressure: Fitch expects Harsco's sales will
grow about 30% in 2020 due to the acquisition of ESOL, but that
sales within Harsco Environmental will be down as much as 20%.
Sales are expected to be roughly flat within the Harsco rail
business, helped by a sizable backlog going into the year. Fitch
expects the company's EBITDA margins will narrow to around 12.4% in
2020, assuming a full year's results of ESOL, from 18% in 2019, due
to the economic downturn and lower margins at ESOL. Fitch expects
Harsco's sales and margins will begin to recover in 2021 and that
margins will recover to 15%-16% by 2022 as Harsco's management
implements corrective measures at ESOL and achieves planned
synergies.

FCF Constrained: FCF was negative in 2019 due to weaker earnings,
higher-growth capex and growth in working capital. Fitch expects
FCF will be positive in 2020, at 2%-3% of revenues, despite weaker
margins at ESOL, due to a reduction in capex and working capital.
FCF is expected to be used for debt reduction while acquisitions
are on hold over the medium term as the company focuses on
integrating ESOL and Clean Earth.

Portfolio Shift: Harsco's portfolio has undergone a significant
shift over the past year, with the completion of another large
acquisition, that of Clean Earth, in mid-2019, and the sale of the
company's three industrial businesses. These transactions give
Harsco a meaningful presence in environmental solutions and, in
particular, hazardous waste disposal, while reducing its exposure
to the cyclical industrial sector. Hazardous waste disposal, which
will represent around 40% of Harsco's revenues, is less cyclical
than Harsco's other businesses and has solid long-term growth
prospects.

Cyclical End-Markets: The recent portfolio shift notwithstanding,
Harsco faces meaningful cyclicality in its other operations, which
are tied to the level of steel production, metals prices and
investment in rail equipment, with particular exposure to steel and
mineral markets. The company has experienced weaker results in its
rail business as a result of operational challenges and shipment
deferrals, and in its Harsco Environmental business due to lower
services demand and weaker production levels at its steel mill
customers.

DERIVATION SUMMARY

Harsco is a diversified manufacturer and service provider that
participates in a variety of end-markets, each of which has a
different set of competitors. Another diversified industrial in the
'BB' category is Trinity Industries, a manufacturer and lessor of
rail cars. When compared with Trinity's manufacturing operations,
Harsco has lower financial leverage and generates higher EBITDA
margins. Trinity has a substantial railcar leasing business that
broadens its scale and helps to mitigate the cyclicality in its
railcar manufacturing operations. No country-ceiling,
parent/subsidiary or operating environment aspects affect the
rating.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer

  -- The acquisition of ESOL is assumed in the forecast to have
     taken place on Jan. 1, 2020.

  -- Sales increase by around 30% in 2020 as the acquisitions of
     Clean Earth and ESOL offset a projected 20% decline at
     Harsco Environmental. Sales grow 15% in 2021 and 6% in
     2022.

  -- EBITDA margins narrow to 12.4% in 2020 from 18% in 2019, due
     primarily to lower sales and the mix effect of the ESOL
     acquisition. Margins recover to 15%-16% by 2022 due to
     synergies and operational improvements at ESOL.

  -- FCF is estimated to be positive in 2020 at around 2%-3% of
     revenues. FCF is assumed to be used for debt reduction over
     the medium term.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

  -- Fitch will consider moving the outlook to Stable as Harsco
     successfully integrates Clean Earth and ESOL and as the
     company achieves its planned deleveraging.

Longer-term developments that could lead to an upgrade:

  -- The company develops into a larger, more diversified
     operation.

  -- Stronger FCF generation.

  -- Debt/EBITDA sustained under 2.5x and FFO-adjusted leverage
     under 3.5x.

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

  -- The expectation that debt/EBITDA will remain above 3.25x
     and FFO-adjusted leverage will remain above 4.25x.

  -- Negative FCF on a sustained basis.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Harsco's liquidity at Dec. 31, 2019 was
supported by cash of $57 million and a $700 million secured
revolver maturing in June 2024, on which an estimated $608 million
was available.

Harsco's debt structure as of Dec. 31, 2019 consisted of $67
million drawn on the secured revolver, $218 million outstanding on
a secured term loan maturing in December 2024, $500 million of
senior unsecured notes due 2027, and $13 million of other
borrowings and overdrafts. In addition, Harsco entered into a new
$280 million senior secured term loan in conjunction with its April
2020 acquisition of ESOL.

The collateral backing the credit facilities includes the capital
stock of each direct subsidiary (65% of stock of first-tier foreign
subsidiaries) and substantially all of the company's domestic
tangible and intangible assets. In addition, all the company's
domestic, wholly owned, restricted subsidiaries guarantee the
facilities and the notes.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).


HEALTHFIRST MEDICAL: Seeks to Hire Koch & Lipkea as Accountant
--------------------------------------------------------------
Oelwein Community Healthcare Foundation, d/b/a Healthfirst Medical
Park and Healthfirst Medical, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Iowa to hire Koch &
Lipkea, P.C. as its accountant.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) prepare monthly accounting reports for the administration
of this case;

     (b) develop the relationship of the status of the Debtor to
the claims of creditors in this case;

     (c) advise the Debtor as to its tax obligations, duties, and
financial responsibility as Debtor operating under Chapter 11 of
the Bankruptcy Code, accounting for the estate's inventory and
assembling books and records;

     (d) take any and all other necessary action incident to the
proper preservation and administration of this Chapter 11 case;
and

     (e) advise and assist the Debtor in the formation and
preservation of a plan pursuant to Chapter 11 of the Bankruptcy
Code, support to maximize the value of the estate's assets in the
course of the restructuring, and any and all matters related
thereto.

The professionals designated to represent the debtor-in-possession
will be paid at these hourly rates:

     David Koch                               $200
     Accounting Firm Assistants               $80
   
David Koch, an accountant at Koch & Lipkea, P.C., disclosed in
court filings that the firm is a "disinterested person" under the
Bankruptcy Code.

The firm can be reached through:

     David Koch
     KOCH & LIPKEA P.C.
     2750 1st Avenue Northeast, Suite 210
     Cedar Rapids, IA

             About Oelwein Community Healthcare Foundation

Oelwein Community Healthcare Foundation, d/b/a Healthfirst Medical
Park and Healthfirst Medical, is a non-profit group that provides
health care services. It is the owner of a real property located at
2405 Rock Island Road, Oelwein, Iowa, with an appraised value of
$3.97 million.

Oelwein Community filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Iowa Case No. 19-01726) on Dec. 10, 2019. The petition
was signed by W. Wayne Saur, its president. At the time of the
filing, the Debtor reported $4,024,812 in assets and $7,750,439 in
total liabilities. The Debtor tapped Ronald C. Martin, Esq., at Day
Rettig Martin, P.C. as its counsel and Koch & Lipkea, P.C. as its
accountant.


HOFFMASTER GROUP: Moody's Cuts CFR to Caa1, Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded Hoffmaster Group, Inc. (New)'s
Corporate Family Rating to Caa1 from B3, its Probability of Default
Rating to Caa1-PD from B3-PD, its senior secured first lien
revolving credit facility and senior secured first lien term loan
ratings to B3 from B2, and its senior secured second lien term loan
to Caa3 from Caa2. The outlook was changed to negative from
stable.

Its downgrades and negative outlook reflect Hoffmaster's high
financial leverage with debt/EBITDA at around 7.3x and Moody's
expectation that headwinds stemming from the coronavirus outbreak
will pressure earnings and cash flow generation over the next 12-18
months. Hoffmaster's foodservice and specialty party retail
customers are experiencing unit closures and materially reduced
operations in response to the COVID-19 pandemic, which will
negatively impact demand for the company's products in 2020,
resulting in financial leverage to increase beyond Moody's
downgrade factors. Given the anticipated decline in the company's
earnings, debt/EBITDA financial leverage is expected to increase to
around 8.5x the next 6-12 months, and free cash flow generation is
expected to weaken resulting in the company relying on its
revolving facility to fund working capital needs.

Downgrades:

Issuer: Hoffmaster Group, Inc. (New)

  Probability of Default Rating, Downgraded to Caa1-PD from B3-PD

  Corporate Family Rating, Downgraded to Caa1 from B3

  Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3
  (LGD3) from B2 (LGD3)

  Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Caa3
  (LGD6) from Caa2 (LGD6)

Outlook Actions:

Issuer: Hoffmaster Group, Inc. (New)

  Outlook, Changed to Negative from Stable

RATINGS RATIONALE

Hoffmaster's Caa1 CFR reflects its high financial leverage and weak
interest coverage with debt/EBITDA at around 7.3x and
EBITA/interest below 1.0x for the twelve months period ended
December 29, 2019. Hoffmaster has customer concentration in the
foodservice/restaurant and specialty retail sectors which are
experiencing unit closures and reduced operations in response to
the coronavirus outbreak, which will negatively impact sales and
earnings in 2020. As a result, Moody's expects debt/EBITDA
financial leverage to increase to around 8.5x and for free cash
flows to be pressured over the next 6-12 months. The company has
small revenue scale with annual revenue well below $1.0 billion,
narrow product focus and limited geographic diversification. The
rating also reflects the company's good market position in the
foodservice channel and in the more fragmented consumer channel,
specifically in the club and grocery sectors. The company's lack of
channel conflict in the consumer channel and its strategic position
in foodservice provide a competitive advantage. Governance factors
include the company's aggressive financial policies under private
equity ownership. Hoffmaster's adequate liquidity reflects Moody's
expectations for muted free cash flows over the next 12 months, and
its access to its $50 million revolver due November 2021, which
provides financial flexibility to fund working capital needs.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The foodservice
supplies sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in Hoffmaster's credit
profile, including its exposure to restaurant closures and decline
in consumer traffic, have left it vulnerable to shifts in market
sentiment in these unprecedented operating conditions and
Hoffmaster remains vulnerable to the outbreak continuing to spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its action reflects the impact on Hoffmaster of the
breadth and severity of the shock, and the broad deterioration in
credit quality it has triggered.

The negative outlook reflects Moody's expectation that Hoffmaster's
foodservice and retail customer store closures in response to the
coronavirus outbreak will pressure the company's profitability and
cash flows over the next 6-12 months, and the uncertainty around
the duration of unit closures and pace of the rebound once the
pandemic begins to subside. The negative outlook also reflects the
refinancing risks related to the company's upcoming maturity of its
$50 million revolver due in November 2021, given its high financial
leverage.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be upgraded if the company's operating results
and free cash flow generation improve driven by sustained organic
revenue growth and EBITDA margin expansion, if debt/EBITDA is
sustained below 7.0x and at least adequate liquidity with less
reliance on revolver borrowings. The ratings could be downgraded if
operating results deteriorate beyond Moody's expectations with
debt/EBITDA sustained above 8.5x, if there is a deterioration in
liquidity for any reason, highlighted by increasing revolver
reliance. Ratings could also be downgraded if the company fails to
address the upcoming maturity of its revolver facility in advance
of it becoming current, or if the risk of a debt restructuring or
even of default increase for any reason.

Hoffmaster Group, Inc., headquartered in Oshkosh, Wisconsin, is a
leading niche manufacturer and supplier of decorative disposable
tableware products sold equally throughout the foodservice and
retail channels. The company's primary products include napkins,
displays, plates, cups, table covers, straws, and placemats among
other complementary items. The company also sells sourced items
such as cutlery and accessory items sold under the Hoffmaster,
Touch of Color, Party Creations, Sensations, Paper Art and
FashnPoint brand names. The company was acquired in an LBO
transaction by private equity firm Wellspring Capital from
Metalmark Capital in November 2016. Hoffmaster is a private company
and does not publicly disclose its financials. Sales for the
twelve-month period ended December 29, 2019 were approximately $508
million.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.


IAA INC: Moody's Alters Outlook on Ba3 CFR to Negative
------------------------------------------------------
Moody's Investors Service changed the outlook for IAA, Inc. to
negative from stable due to the expected disruption caused by the
coronavirus outbreak to its business model. Moody's affirmed IAA's
Ba3 corporate family rating and Ba3-PD probability of default
rating, and affirmed the Ba2 (LGD2) and B2 (LGD5) ratings on IAA's
senior secured credit facilities and senior unsecured notes,
respectively. Moody's downgraded the speculative grade liquidity
rating to SGL-2 from SGL-1.

Downgrades:

Issuer: IAA, Inc.

Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1

Affirmations:

Issuer: IAA, Inc.

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2)

Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5)

Outlook Actions:

Issuer: IAA, Inc.

Outlook, Changed to Negative from Stable

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook and asset price declines are
creating a severe and extensive credit shock across many sectors,
regions and markets. The combined credit effects of these
developments are unprecedented. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.

Social distancing measures, enacted globally to control the spread
of COVID-19, will limit auto travel and accident frequency in IAA's
markets. A reduction in the supply and demand of salvaged vehicles
due to lower miles driven and a slowing global economy will disrupt
IAA's business model. IAA's leverage and free cash flow to debt as
of December 2019 (Moody's adjusted) were 3.9x and 9.1%
respectively, in line with expected levels after the 2019 spin-off
from KAR Auction Services. However, Moody's anticipates a
deterioration of IAA's credit metrics in 2020, with steep revenue
and margin declines. The unprecedented nature of the coronavirus
shock creates uncertainty around the duration and impact, which
drives the negative outlook. Beyond the temporary shock, the
pandemic could accelerate usage of technology tools that replace
travel needs in certain sectors of the economy and pressure the
steady growth in miles driven experienced over the last years.
Moody's expects IAA's financial strategy, a key governance
consideration under its ESG framework, will focus on preserving
liquidity over the next months. In the long term, IAA may expand
its technology-enabled services or enter international markets,
which could result in leveraging M&A transactions. IAA's limited
scale and high customer concentration, with 40% of 2019 revenue
generated from the three largest insurance customers, also weigh on
the credit.

IAA's ratings are supported by its co-leader position (along with
Copart) with 40% of the salvage auction market in North America. A
sizeable portfolio of long-term real estate leases and
relationships with insurance companies create barriers to entry.
Profitability is strong for the services sector, with 36.5% EBITDA
margins as of December 2019 (Moody's adjusted). The revenue
slowdown due to COVID-19 will pressure margins over the next months
but the ongoing transition to a mostly online auction model will
support long-term margin expansion. Over the last 5-10 years,
several trends have created tailwinds supporting IAA's growth.
Technological advances result in more expensive auto repairs,
leading to a higher percentage of accidents deemed a total loss by
insurers. In addition, the increasing cost of components drives
demand for salvage parts.

The negative outlook reflects the uncertainty around the duration
of social distancing measures that will disrupt IAA's revenue and
margins over the next 12 months. More clarity on the impact and
duration of the coronavirus outbreak would support a stabilization.
Moody's expects a shock starting in 1Q20, a steep decline in 2Q20
and a recovery starting in 3Q20. Leverage is expected to
temporarily increase above 6x in 2020, with free cash flow to debt
below 5%. After 2020, Moody's anticipates leverage will decrease
toward historical levels below 4.5x and FCF/debt will return to
levels above 6% (all metrics Moody's adjusted). However, if social
distancing measures remain in place longer than anticipated, credit
metrics could deteriorate further and pressure the credit profile.

The debt instrument ratings reflect IAA's Ba3-PD Probability of
Default Rating and expected loss for individual instruments. The
$800 million senior secured term loan due 2026 and $225 million
revolver due 2024 are rated Ba2 with a loss given default
assessment of LGD2, one notch above IAA's Ba3 Corporate Family
Rating. The senior secured rating incorporates the seniority to the
$500 million senior unsecured notes due 2027, which are rated B2
with a loss given default assessment of LGD5, and other non-debt
liabilities. The term loan amortizes 1% annually. The revolver
includes a 3.5x senior secured net leverage financial covenant to
be tested at first dollar drawn.

The SGL-2 speculative grade liquidity reflects IAA's good
liquidity, including a $47 million cash balance as of December
2019, an undrawn $225 million revolving credit facility and its
expectation that IAA will generate positive free cash flow in 2020
despite the temporary shock to revenue and margins caused by
COVID-19. In addition, Moody's expects capex below 2019 levels and
conservative use of cash policies, with minimal shareholder
distributions, as IAA seeks to preserve cash. Free cash flow to
debt metrics will be weaker than historical levels but are expected
to remain positive, despite the temporary coronavirus-related
shock. Longer than anticipated social distancing and travel
restrictions, or sizeable shareholder distributions would weaken
liquidity further and could change its view. Moody's expects
available cash, capacity under the revolver and free cash flow
generation to cover liquidity needs over the next 12 months.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

An upgrade is unlikely over the next 12 months given the
expectation for credit deterioration due to social distancing
measures linked to the COVID-19 outbreak and a recessionary
macroeconomic environment, which will shock growth and margins over
the next months. In the long term, the ratings could be upgraded if
Moody's expects favorable tailwinds in the salvage industry will
continue to support sustained mid to high single-digit organic
revenue growth, strong EBITDA margins, leverage sustained below
3.5x, increasing free cash flow to debt above 10% and balanced
financial policies.

The ratings could be downgraded if the impact of the coronavirus
outbreak lasts longer than anticipated, resulting in deteriorating
liquidity and increased uncertainty around IAA's ability to return
to leverage and free cash flow metrics in line with historical
levels. The ratings could be also downgraded if IAA's long-term
revenue growth (excluding the temporary impact from the COVID-19
outbreak) slows down to low single-digits or margins are pressured
due to increased competition, changes in the frequency of total
losses, lower miles driven, or other changes to IAA's operating
conditions. The rating could be lowered if Moody's expects adjusted
debt to EBITDA will be sustained above 4.5x, free cash flow to debt
will remain below 6.0%, liquidity deteriorates, or IAA pursues
aggressive financial policies favoring shareholders over
creditors.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

IAA is a US-based leading provider of auction services for total
loss, damaged and low-value vehicles. IAA operates online and
physical marketplaces for buyers and sellers of salvage vehicle and
related services, such as transportation, inspection, valuation,
titling, and other services. Sellers of salvage vehicles include
insurance companies, charities, dealers and financial institutions.
Buyers include dismantlers, resellers, recyclers and international
buyers. The company is one of the two largest providers in North
America with 200 sites globally, including UK operations after the
2015 acquisition of HBC Vehicle Services. Revenue as of December
2019 was $1.4 billion.


INDUSTRIAL MACHINERY: Seeks to Hire Kelley & Clements as Counsel
----------------------------------------------------------------
Industrial Machinery Services 314, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Kelley & Clements LLP as its counsel, nunc pro tunc to the petition
date on March 26, 2020.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) provide legal advice and services regarding the Debtor's
bankruptcy case and provide substantive and strategic advice on how
to accomplish the Debtor's goals in connection with the prosecution
of this chapter 11 case;

     (b) advise the Debtor of its obligations, duties, and rights
as a debtor-in-possession;

     (c) prepare documents to be filed with the Court;

     (d) appear in Court and at any meeting with the U.S. Trustee
and any meeting of creditors on behalf of the Debtor;

     (e) perform various services in connection with the
administration of this chapter 11 case;

     (f) interact and communicate with the Court's chambers and the
Court's Clerk's Office;

     (g) prepare, review, revise, file and prosecute motions and
other pleadings related to contested matters, executory contracts
and unexpired leases, asset sales, plan and disclosure statement
issues, and claims administration and resolving objections and
other matters relating thereto; and

     (h) perform all other services necessary to prosecute Debtor's
chapter 11 case to a successful conclusion.

The professionals designated to represent the debtor-in-possession
will be paid at these hourly rates:

     Charles N. Kelley, Jr., Partner          $385
     Jonathan D. Clements, Partner            $250
     Tammy A. Winkler, Paralegal              $135

Prior to the petition date, the Debtor made retainer payments to
the firm totaling $5,000, which funds were deposited in the firm's
trust account. The firm also invoiced the Debtor for fees and
expenses during that time period of $4,681.50, leaving a retainer
balance of $318.50. As of the petition date, the Debtor did not owe
the firm any amounts for legal services rendered before the
petition date.

Charles N. Kelley, Jr., a partner at Kelley & Clements LLP,
disclosed in court filings that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code, and as required
by Section 327(a) of the Bankruptcy Code.

The firm may be reached at:

     Charles N. Kelley, Jr., Esq.
     KELLEY & CLEMENTS LLP
     Gainesville, GA 30503
     Telephone: (770) 531-0007
     E-mail: ckelley@kelleyclements.com

              About Industrial Machinery Services 314, LLC

Industrial Machinery Services 314, LLC -- http://www.ims314.com/
-- is a complete field service and in house machine shop
headquartered at 2123A Hilton Dr. Gainesville, Georgia that
delivers a wide-range of field repair, machining, welding and
manufacturing solutions to industrial customers.

Industrial Machinery Services 314 sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-20578) on
Mar. 26, 2020. The petition was signed by Roy R. Watson, its
president. At the time of the filing, the Debtor was estimated to
have assets of between $500,001 and $1 million and liabilities of
the same range.

The Debtor hired Kelley & Clements LLP as its counsel.


JOHN DAUGHERTY: Taps Nathan Sommers Jacobs as Bankruptcy Counsel
----------------------------------------------------------------
John Daugherty Real Estate, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ the
law firm of Nathan Sommers Jacobs, a professional corporation, as
its general bankruptcy counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) provide legal advice with respect to the Debtor's powers
and duties as a debtor-in-possession in the continued operation of
its properties;

     (b) examine claims of creditors in order to determine their
validity and objections to claims as may be appropriate;

     (c) prepare and pursue confirmation of a plan and approval of
a disclosure statement;

     (d) prepare, on behalf of the Debtor, any and all necessary
applications, motions, answers, orders, reports, and other legal
documents;

     (e) appear in Court and to protect the interests of the Debtor
before the Court;

     (f) give advice and counsel to the Debtor in connection with
its plan of reorganization;

     (g) appear in and prosecute or defend suits and proceedings,
if any, when they arise and to take all necessary and proper steps
in other matters and things involving bankruptcy law or connected
with the affairs of the bankruptcy estate if and when a necessity
exists therefore;

     (h) in general, act on behalf of the Debtor in any and all
bankruptcy law matters which may arise in the course of this case;
and   

     (i) perform all other legal services for the Debtor that may
be necessary and proper in this proceeding.

The professionals designated to represent the debtor-in-possession
will be paid at these hourly rates:

     Ronald J. Sommers, Lead Counsel          $620
     Heather Potts, Associate                 $380

Pre-petition, the Debtor remitted $25,000 to the firm. Prior to the
petition, the firm invoiced $25,000; as such, no retainer remains.

Ronald J. Sommers, lead counsel at Nathan Sommers Jacobs, a
professional corporation, disclosed in court filings that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Ronald J. Sommers, Esq.
     NATHAN SOMMERS JACOBS, A PROFESSIONAL CORPORATION
     2800 Post Oak Blvd., 61st Floor
     Houston, TX 77056
     Telephone: (713) 960-0303
     Facsimile: (713) 892-4800
     E-mail: rsommers@nathansommers.com

              About John Daugherty Real Estate, Inc.

John Daugherty Real Estate, Inc. -- https://www.johndaugherty.com
-- is a licensed real estate broker in Houston, Texas, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Case No. 20-31293) on February 27, 2020. The petition was
signed by John A. Daugherty, Jr., its chief executive officer. At
the time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range.

Hon. Christopher M. Lopez oversees the case.

The Debtor hired Nathan Sommers Jacobs, a professional corporation,
as its counsel.


LAKE ROAD WELDING: Unsecureds to Have 10% Recovery Under Plan
-------------------------------------------------------------
Debtor Lake Road Welding Co., Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Texas, Wichita Falls Division, a
Combined Plan and Disclosure Statement dated March 31, 2020.

The Plan provides for structured payments to holders of Allowed
Claims against the Debtor over a maximum 20-year period.  In
accordance with the Plan, Debtor will continue to operate its
welding and steel fabrication business.

In general, the Plan proposes to pay the holders of Allowed Claims
from continued business operations.

Class 6 unsecured creditors will receive a pro rata share of
$30,000 within 30 days of the Effective Date of the Confirmed Plan.


Based on Debtor's Schedules, the Debtor has $97,785 in general
unsecured claims.  In addition, the IRS has asserted a secured
penalty claim in the amount of $186,025 that is unsupported by any
collateral, and the Debtor is proposing to subordinate and treat
this claim as a general unsecured claim.  The IRS has also filed an
unsecured claim in the amount of $1,917.  Thus, the combined IRS
general unsecured claim will be allowed in the amount of $187,942.

The Debtor estimates the total of allowed unsecured claims to be
approximately $285,727 after disputed claims are resolved.  The
Debtor estimates the dividend to unsecured creditors to be 10
percent of each creditor's allowed unsecured claim.

The prepetition interests in the Debtor will be cancelled.  The
Debtor shall issue a new equivalent unit of ownership in this
Debtor to Jerry Morgan. In exchange for the issuance of the new
equivalent unit of ownership, Jerry Morgan will contribute $5,000
in cash in new value to the Debtor.   

A full-text copy of the Combined Plan and Disclosure Statement
dated March 31, 2020, is available at https://tinyurl.com/wdzvru7
from PacerMonitor at no charge.

Counsel for the Debtor:

         Areya Holder Aurzada
         HOLDER LAW
         901 Main Street, Suite 5320
         Dallas, Texas 75202
         Telephone: (972) 438-8800
         E-mail: areya@holderlawpc.com

                  About Lake Road Welding Co.

Lake Road Welding Co. provides structural steel fabrication and
industrial and commercial applications from Wichita Falls, Texas.

Lake Road Welding filed a voluntary Chapter 11 bankruptcy petition
(Bankr. N.D. Tex. Case No. 19-70239) on Aug. 22, 2019.  In the
petition signed by Jerry Morgan, president, the Debtor was
estimated to have $500,000 to $1 million in assets and $1 million
to $10 million in liabilities.  Judge Harlin DeWayne Hale oversees
the case.  Areya Holder, Esq., at Holder Law, is the Debtor's legal
counsel.


LAMPKINS PATTERSON: Unsecureds to Have 5% Recovery Over 2 Years
---------------------------------------------------------------
Debtor Lampkins Patterson, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Florida, Jacksonville Division, a
Plan of Reorganization and a Disclosure Statement on March 31,
2020.

Payments and distributions under the Plan will be funded by the
rental income received by the Debtor.

The Plan provides that all allowed unsecured creditors will be paid
5.0% of their allowed claims, together with fixed interest at the
rate of 2.0% per annum, simple interest, by 24 monthly payments,
commencing from the effective date of the Plan.

The Debtor has two shareholders, Mr. Darryl Patterson and the
Bankruptcy Estate of Renaldo Lampkins. Mr. Patterson is in process
of purchasing the shares of Mr. Lampkins from the Bankruptcy Estate
of Renaldo Lampkins.  Once that transaction is completed, Mr.
Patterson will become the sole shareholder of the Debtor.

The Debtor sole shareholder's claim will be subordinated and the
shareholder will receive no distribution under this Plan.

A full-text copy of the Disclosure Statement dated March 31, 2020,
is available at https://tinyurl.com/ql8lq3l from PacerMonitor at no
charge.

Attorney for the Debtor:

        Rehan N. Khawaja, Esquire
        Bankruptcy Law Offices of Rehan Khawaja
        817 North Main Street
        Jacksonville, FL 32202
        Telephone: (904) 355-8055
        Facsimile: (904) 355-8058
        E-mail: Khawaja@fla-bankruptcy.com

                   About Lampkins Patterson

Lampkins Patterson Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03776) on Oct. 4,
2019. At the time of the filing, the Debtor was estimated to have
assets of between $500,001 and $1 million and liabilities of the
same range.  The case is assigned to Judge Jerry A. Funk.  The
Debtor tapped Rehan N. Khawaja, Esq., at the Law Offices of Rehan
N. Khawaja, as its legal counsel.


LSC COMMUNICATIONS: Moody's Cuts PDR to D-PD on Chapter 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded LSC Communications, Inc.'s
probability of default rating to D-PD from Ca-PD/LD and senior
secured revolving credit facility rating to Caa1 from B3. Moody's
also affirmed the company's Ca corporate family rating, and Ca
ratings on its senior secured term loan B and senior secured notes.
The speculative grade liquidity rating was maintained at SGL-4. The
outlook remains negative. The rating action follows LSC's April 13,
2020 voluntary filing for business reorganization under Chapter 11
of the US Bankruptcy Code [1].

Ratings Downgraded:

  Probability of Default Rating, to D-PD from Ca-PD/LD (to be
  withdrawn)

  Senior Secured Revolving Credit Facility due in 2021, to Caa1
  (LGD2) from B3 (LGD2) (to be withdrawn)

Ratings Affirmed:

  Corporate Family Rating, Ca (to be withdrawn)

  Senior Secured Term Loan B due in 2022, Ca (LGD4) (to be
  withdrawn)

  Senior Secured Notes due in 2023, Ca (LGD4) (to be withdrawn)

Rating Unchanged:

  Speculative Grade Liquidity, SGL-4 (to be withdrawn)

Outlook Action:

  Outlook, Remains Negative (to be withdrawn)

RATINGS RATIONALE

LSC's Chapter 11 filing resulted in the downgrade of its PDR to
D-PD. The rating on LSC's senior secured revolving credit facility
was also downgraded to Caa1 to reflect Moody's view on potential
recoveries. Subsequent to the rating action, Moody's will withdraw
all the ratings of LSC.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The principal methodology used in these ratings was Media Industry
published in June 2017.

Headquartered in Chicago, Illinois, LSC Communications, Inc. is a
retail/advertising-centric print/publishing service, and office
products company. Revenue for the year ended December 31, 2019 was
$3.3 billion.


MANHATTAN SCIENTIFICS: Lowers Net Loss to $1.22 Million in 2019
---------------------------------------------------------------
Manhattan Scientifics, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$1.22 million on $97,000 of revenue for the year ended Dec. 31,
2019, compared to a net loss of $8.33 million on $0 of revenue for
the year ended Dec. 31, 2018.

As of Dec. 31, 2019, the Company had $2.22 million in total assets,
$2.17 million in total liabilities, $1.06 million in series D
Convertible preferred mandatory redeemable, authorized shares, and
a total stockholders' deficit of $1 million.

The Company had an increase of $174,000 in cash and cash
equivalents for the year ended Dec. 31, 2019, primarily as a result
of cash proceeds from sales of assets and investment, and cash
proceeds from promissory notes.  For the year ended Dec. 31, 2019,
cash used in operating activities was $(316,000).  Cash provided by
investing activities for the year ended Dec. 31, 2019 totaled
$340,000 related to sale of assets and investments.

The Company stated, "Based upon current projections, our principal
cash requirements for the next 12 months consists of (1) fixed
expenses, including payroll, investor relations services, public
relations services, bookkeeping services, consultant services, and
rent; and (2) variable expenses, including technology research and
development, milestone payments and intellectual property
protection, and additional scientific consultants.  As of December
31, 2019, we had $261,000 in cash. We believe our current cash
position is not sufficient to maintain our operations for the next
twelve months.  Unless and until we are able to generate a
sufficient amount of revenue, reduce our costs and/or enter a
strategic relationship, we expect to finance future cash needs
through public and/or private offerings of equity securities and/or
debt financings.  We do not currently have any committed future
funding.  To the extent we raise additional capital by issuing
equity securities or hybrid convertible debt securities, our
stockholders could at that time experience substantial dilution.
Any debt financing that we are able to obtain may involve operating
covenants that restrict our business."

Prager Metis CPAs, LLC, in Las Vegas, NV, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 14, 2020 citing that the Company has had cumulative
losses and has accumulated deficit as of Dec. 31, 2019, which raise
substantial doubt about its ability to continue as a going
concern.

A full-text copy of the Form 10-K is available for free at:

                      https://is.gd/ihvZje

                   About Manhattan Scientifics

Headquartered in New York, Manhattan Scientifics, Inc., is focused
on technology transfer and commercialization of these
transformative technologies.  The Company operates as a technology
incubator that seeks to acquire, develop and commercialize
life-enhancing technologies in various fields.  To achieve this
goal, the Company continues to identify emerging technologies
through strategic alliances with scientific laboratories,
educational institutions, scientists and leaders in industry and
government.  The Company and its executives have a long-standing
relationship with Los Alamos Laboratories in New Mexico.


MIDDLESEX COUNTY: Moody's Reviews Caa2 Debt Rating for Downgrade
----------------------------------------------------------------
Moody's Investors Service, Inc. has placed Middlesex County
Improvement Authority, NJ's Heldrich Center Hotel/Conference
(Heldrich Center Hotel Project)'s Caa2 rating on review for
downgrade, affecting approximately $23.6 million of debt
outstanding on the project's Series 2005A bonds.

RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS

The review is prompted by the weakening of operating and financial
performance, given the fall in the Heldrich Center Hotel Project's
utilization, as COVID-19 related developments have led to a decline
in hotel reservations and a halt in conference gatherings across
New Jersey and broadly in the US. Uncertainty remains regarding the
timing and speed of a recovery in the return of visitors over the
medium term. Persistent credit pressures may leave the project with
insufficient cash flow to cover the current year's senior debt
service, which totals approximately $2.2 million. The review period
will also allow for additional insight of the extent to which the
project is able to develop liquidity solutions or will need to draw
on its debt service reserve fund, currently fully funded at $2.2
million. The project is eligible for federal lending programs that
would support near term cash flow, though there is some uncertainty
as to when these funds will be approved and disbursed given the
overwhelming demand across the US.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The rapid and widening spread of the coronavirus
outbreak, deteriorating global economic outlook, and asset price
declines are creating a severe and extensive credit shock across
many sectors, regions and markets. The combined credit effects of
these developments are unprecedented. The lodging and conference
sectors have been among those sectors most significantly affected
by the shock given their sensitivity to consumer demand and
sentiment. More specifically, the project's exposure to reduced
revenue from falling visitor levels has left it vulnerable in these
unprecedented operating conditions, though efforts to compress
operating expenses and alternative revenue from transient
healthcare workers has offered some support. The project remains
vulnerable to extended credit stress stemming from the continued
impact of the outbreak.

The Caa2 rating on the Middlesex County Improvement Authority, NJ's
Heldrich Center Hotel Project Series 2005A bonds reflects the
generally weak operating and financial performance of the hotel,
narrow cash balances, and the continued deferment of management
fees to improve internal cash flow, as the project has already
exhausted its furniture, fixtures and equipment reserve. The rating
recognizes the existence of a cash-funded 12-month debt service
reserve fund which can serve to delay a senior debt service
default.

An important rating consideration for the senior bonds is the
acknowledgment that the subordinate bonds and junior lien
bondholders, which collectively aggregate almost 37% of the total
debt, continue to not receive debt service payments with such
amounts being deferred. However subordinate or junior lien
bondholders cannot trigger a default on the senior lien bonds when
cash flows are not sufficient to cover subordinate or junior lien
debt service. This feature provides protection to the senior
bondholders from a default and recovery perspective.

RATING OUTLOOK

The rating review will focus on the potential impact of the
COVID-19 pandemic on the Heldrich, including on the outlook for
visitor levels, on the timing and magnitude of available liquidity
facilities, and on the extent to which cash flows will be impacted,
thereby compelling the project to draw on its debt service reserve
fund.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

  - In light of the negative outlook and the prospects for the
    project, a positive rating action is not likely in the
    near-term

  - The rating could be stabilized if operating and financial
    performance improved to a level that enabled the project
    to satisfy senior debt service from internal sources and
    allowed for cash balances to grow on a year-over-year basis

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

  - A persistent fall in project revenue that would cause a draw
    on the senior debt service reserve fund, which would increase
    the probability of a debt restructuring or default

  - Increase in expected loss for senior debt holders under a
    default

LEGAL SECURITY

The senior bonds are secured by a first lien on the hotel's net
revenues. The bonds are additionally secured by a 12-month debt
service reserve fully cash funded at $2.2 million. The subordinate
or junior lien bondholders can not trigger a default on the senior
lien bonds when cash flows are not sufficient to cover subordinate
or junior lien debt service. In addition, the subordinate and
junior lien bondholders cannot accelerate payment without full
payment of the senior bonds.

PROFILE

The project is a hotel/conference center located in New Brunswick
(City Of) NJ (A2, No Outlook) that consists of a 235 guest room and
suite hotel, a full service restaurant and lounge, 500 seat
ballroom, ground floor retail space, and a 50,000 square foot
conference center and 30,000 square foot office and instructional
space, which is leased by The Bloustein School of Planning and
Public Policy and The John J. Heldrich Center for Workforce
Development of Rutgers, The State University of New Jersey, NJ
(Aa3, stable). The project primarily serves the business meeting
market, representing numerous large corporations and corporate
headquarters located in the corridor from New York to
Philadelphia.

METHODOLOGY

The principal methodology used in these ratings was Generic Project
Finance Methodology published in November 2019.


MOHIN ENTERPRISES: Unsecureds to Get 10% Over 5 Years
-----------------------------------------------------
Debtor Mohin Enterprises, Inc., filed the Second Modified Combined
Plan of Reorganization and Disclosure Statement.

Class 1 Investors Bank claims will be paid in accordance with
approved cash collateral agreement. The Debtor will pay $1,500 per
month within 3 business days of Debtor’s receipt of payment from
7-Eleven until the claim is paid in full.

Class 2 General Unsecured Claims will be paid 10% over a period of
5 years in monthly installments of $282.95 commencing on the
effective date of the Allowed Claim amount.

A full-text copy of the Second Modified Combined Plan and
Disclosure Statement dated March 31, 2020, is available at
https://tinyurl.com/twz6o3e from PacerMonitor at no charge.

Attorneys for Debtor:

        Timothy P. Neumann, Esq.
        Broege, Neumann, Fischer & Shaver, LLC
        25 Abe Voorhees Drive
        Manasquan, New Jersey 08736
        Tel: (732) 223-8484

                    About Mohin Enterprises

Mohin Enterprises, Inc., operates a 7-Eleven franchise in Monmouth
County, New Jersey.  It filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 19-25690) on Aug. 13, 2019.  Judge
Christine M. Gravelle oversees the Debtor's bankruptcy case.
BROEGE, NEUMANN, FISCHER & SHAVER LLC is counsel to the Debtor.


MORA HOUSE: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: Mora House, LLC
        10700 Mora Drive
        Los Altos, CA 94024

Business Description: Mora House, LLC is a Single Asset Real
                      Estate (as defined in 11 U.S.C. Section
                      101(51B)).

Chapter 11 Petition Date: April 14, 2020

Court: United States Bankruptcy Court
       Northern District of California

Case No.: 20-50631

Judge: Hon. Elaine E. Hammond

Debtor's Counsel: Michael W. Malter, Esq.
                  BINDER & MALTER, LLP
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: Michael@bindermalter.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Melvin Vaughn, managing member.

The Debtor listed S&R Income Fund I, LP as its sole unsecured
creditor holding a claim of $8,861,180.

A copy of the petition is available for free  at PacerMonitor.com
at:

                        https://is.gd/Qi6K5f


NAVISTAR INT'L: Fitch Lowers IDR to 'B-', Outlook Negative
----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings for
Navistar International Corporation, Navistar, Inc., and Navistar
Financial Corporation to 'B-' from 'B'. The Rating Outlook is
Negative.

KEY RATING DRIVERS

The downgrade of NAV's ratings reflects the negative impact of the
COVID-19 pandemic, which Fitch Ratings expects will worsen the
industry downturn that was already anticipated in 2020. Fitch
previously expected NAV's results and leverage would deteriorate
temporarily, including negative FCF in 2020, but that the company's
performance would gradually recover and remain on track for
long-term revenue and margin growth. As a result of deteriorating
demand for heavy- and medium-duty trucks, Fitch believes NAV's
earnings, FCF and liquidity will be constrained for at least two
years, and that leverage will be materially higher until a recovery
takes hold.

Negative Rating Outlook: The Negative Rating Outlook incorporates
the expectation that additional capital will be required to finance
negative FCF. Assuming the company obtains additional financing,
recovery ratings could be negatively affected, particularly for
unsecured debt, although the impact would be determined by the
terms of any financing if it occurs. Fitch's rating case includes
negative FCF in 2020 in excess of $300 million, excluding the
impact of possible restructuring or other cost actions, and
improved but still negative FCF in 2021. The ratings could be
downgraded if actions to reduce costs and potential financing are
insufficient to maintain minimum operating cash balances. Fitch
estimates NAV requires approximately $1 billion of cash at fiscal
yearend, although the amount can vary, to fund seasonal working
capital requirements and maintain flexibility for other uses.

The Rating Outlook could be changed to stable if demand for
heavy-duty trucks recovers solidly in 2021 accompanied by a return
to positive FCF and lower leverage. Fitch expects leverage will be
elevated through 2021 with debt/EBITDA above 6.0x in Fitch's rating
case, which incorporates additional debt used by NAV to offset
negative FCF. Debt/EBITDA was 3.4x at the end of fiscal 2019.

Lower Liquidity: NAV had unrestricted manufacturing cash of
approximately $1.3 billion at Oct. 31, 2019 that was available to
fund cash requirements, which typically are highest in the first
half of the year. Liquidity may become constrained if the downturn
is sustained. Uses of cash include working capital requirements,
pension contributions and higher capex although $162 million of
pension contributions in 2020 are being deferred until 2021 as
allowed by the CARES Act. Near-term concerns about liquidity are
reduced, but not eliminated, by the absence of large debt
maturities prior to calendar 2024. Low leverage at NFC mitigates
the risk of support being required from NAV.

Traton Alliance: Traton SE submitted a proposal earlier this year
to acquire all of NAV's shares for approximately $2.9 billion but
suggested recently that the proposed transaction, currently being
reviewed by NAV, could be delayed due to the Covid-19 pandemic.
Fitch's rating case does not incorporate any changes to NAV's
alliance with Traton and does not assume any additional financial
support for Navistar from Traton. If a transaction occurs, it could
lead to further integration between the two companies and provide
broader opportunities to participate in the global heavy-duty truck
market.

Other Rating Concerns: Rating concerns include NAV's weaker
financial position and scale compared to large global peers and a
low share of proprietary engines in NAV trucks, although Fitch
expects the share to increase over time. NAV continues to address
litigation around legacy engines, emissions compliance, retiree
benefits and other items. Among these cases are two claims by the
U.S. Department of Justice that total up to $555 million and a
False Claims Act case claiming more than $5 billion pertaining to
Navistar Defense, LLC.

Streamlined Operating Profile: A long-term realignment of NAV's
operations, including the Traton alliance, is contributing to a
lower cost structure and gradual recovery of market share. NAV's
EBITDA margin was 8.5% in 2019 as calculated by Fitch, which could
narrow to 5% in 2020 based on a revenue decline of 30% in Fitch's
rating case.

Captive Support: Under its criteria for rating non-financial
corporates, Fitch calculates an appropriate debt/equity ratio of
3.0x at financial services based on asset quality as well as
funding and liquidity. Actual debt/equity at financial services as
measured by Fitch, including intangible assets, was 2.8x as of Jan.
31, 2020. As a result, Fitch calculates a pro forma equity
injection is not required. Fitch assumes NAV would fund any
required equity injection through the use of available cash or
debt.

Navistar Financial Corporation

Fitch believes NFC is core to NAV's overall franchise, thus, the
IDR of the finance subsidiary is equalized with, and directly
linked to, that of its ultimate parent. The view that the
subsidiary is core is supported by shared branding and the close
operating relationship with and importance to NAV, as substantially
all of NFC's business is connected to the financing of dealer
inventory and trucks sold by NAV's dealers. The relationship is
formally governed by the Master Intercompany Agreement, as well as
a provision referenced within NFC's credit agreement requiring NAV
to own 100% of NFC's equity at all times.

Beyond these support-driven considerations, Fitch also considers
NFC's consistent operating performance and solid asset quality,
which are counterbalanced by elevated leverage levels relative to
stand-alone finance companies, although leverage is consistent with
that of other captive finance companies.

Asset quality metrics at NFC were strong heading into 2020, with
negligible net charge offs in fiscal 2019. NFC has been focusing on
growing the wholesale portfolio, which has historically experienced
lower loss rates compared to the retail portfolio. At Jan. 31, 2020
(1Q20) delinquencies greater than 90 days past due as a percentage
of total finance receivables were 0.03%, similar to the level
experienced in the prior year. Fitch expects modest asset quality
deterioration at NFC as a result of coronavirus pandemic.

NFC's profitability metrics deteriorated in 1Q20, with revenue
declining 34% compared to 1Q19 primarily as a result of lower
average portfolio balances as well as a reduction in the interest
and fee revenue rates charged to NAV. Annualized pretax returns on
average assets decreased to 1.9% in 1Q20 from 4.7% in 1Q19. Fitch
expects NFC's operating metrics to remain weak near term given
slower loan and lease growth and the potential for further
increases in provision expense caused by the current economic
disruption.

NFC's leverage (debt to tangible equity) decreased to 3.8x at 1Q20
from 4.4x at 1Q19 as a result of lower funding requirements for
reduced finance receivables, partially offset by a reduction in
equity given dividend payments to NAV. If NFC's loan to its parent
were classified as a dividend, thus reducing NFC equity, leverage
would have been 8.2x at 1Q20. Fitch believes that the company's
leverage, including the intercompany loan, is in line with that of
other captive finance peers in Fitch's rated universe. Fitch
expects adjusted leverage to remain at or near current levels as
NAV continues to use NFC's balance sheet to enhance liquidity at
the parent company.

NFC's funding profile is fully secured, which compares unfavorably
to other captive finance companies. Secured debt consists of
warehouse facilities, asset-backed securitization issuances and
bank credit facilities. Fitch believes NFC's secured funding
profile, and lack of an unencumbered asset pool, reduces its
funding flexibility relative to higher rated firms, particularly in
times of market stress.

The rating assigned to the senior secured bank credit facility is
one-notch above the long-term IDR and reflects Fitch's view that
recovery prospects on the facility under a stress scenario are
good. The credit facility's collateral coverage covenant of 1.25x
mitigates Fitch's concerns that NFC could securitize all its
remaining unencumbered assets, leaving other senior secured lenders
in a subordinate collateral position to the company's
securitizations.

DERIVATION SUMMARY

NAV has a weaker financial profile including lower margins, FCF and
liquidity than other global heavy-duty truck OEMs. These factors
are important with respect to investing in the business and
managing the business through industry cycles. Several OEMs are
larger than NAV or are affiliates of global vehicle manufacturing
companies, giving them greater access to financial and operational
resources and markets. Peers include Daimler Trucks North America
LLC (DTNA), a subsidiary of Daimler AG (A-/Stable); AB Volvo
(BBB+/Positive); PACCAR Inc. (NPR); and MAN SE and Scania AB, which
are part of Volkswagen AG's (BBB+/Stable) Traton Group. NAV's
alliance with Traton mitigates concerns about NAV's smaller scale
and weaker financial position compared with its global peers.
Eighty-nine percent of NAV's consolidated revenue was located in
the U.S. and Canada in 2019, which makes it more sensitive to
industry cycles compared to competing OEMs that have greater
geographic diversification.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

  -- Significant downturn in NAV's heavy-duty truck markets
     contributes to Fitch's estimated revenue decline at NAV of
     30% in 2020.

  -- EBITDA margins decline to approximately 5% in 2020 before
     beginning to recover in 2021.

  -- Debt/EBITDA is above 6.0x through 2021. Leverage improves
     after 2020 but remains elevated, compared with debt/EBITDA
     of 3.4x in 2019.

  -- NAV's market share increases further but remains below
     historical levels in the near term.

  -- FCF is negative by approximately $300 million in 2020,
     excluding the impact of possible restructuring or other
     cost actions, followed by improved but still negative FCF
     in 2021;

  -- Fitch's base case for NAV assumes the current alliance
     with Traton is unchanged and that cost efficiencies and
     product development are executed as planned.

Recovery Analysis:

  -- The recovery analysis for NAV reflects Fitch's expectation
     that the enterprise value of the company would be maximized
     as a going concern rather than through liquidation. Fitch
     has assumed a 10% administrative claim.

  -- The going concern EBITDA represents Fitch's estimated
     post-emergence stabilized EBITDA following an industry
     downturn.

  -- An EBITDA multiple of 5.0x is used to calculate a post-
     reorganization valuation, below the 6.7x median for the
     industrial and manufacturing sector. The multiple
     incorporates cyclicality in the heavy-duty truck market,
     the highly competitive nature of the heavy-duty truck
     market and NAV's smaller size compared to large global OEMs.

  -- Fitch assumes a fully used ABL facility, excluding a
     liquidity block, primarily for standby letters of credit that
     could be utilized during a distress scenario.

  -- The secured term loan is rated 'BB-'/'RR1', three levels
     above NAV's IDR, as Fitch expects the loan would see a full
     recovery in a distressed scenario based on a strong
     collateral position. The recovery zone bonds have a junior
     lien position behind the term loan but are rated 'BB-' as
     they would also be expected to see a full recovery. The
     'RR3' for senior unsecured debt reflects good recovery
     prospects in a distressed scenario.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- FCF is positive in 2021.

  -- Debt/EBITDA is below 5.5.

  -- EBITDA margins as calculated by Fitch are sustained above 7%.

  -- NAV's retail market share continues to improve.

  -- Litigation with the DOJ and other contingent liabilities are
     resolved with little financial impact on NAV.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- FCF is negative in 2021.

  -- Manufacturing EBITDA margins are below 5% in 2021.

  -- There is a material adverse outcome from litigation.

  -- The alliance with Traton is terminated.

  -- Material support is required for financial services.

Navistar Financial Corporation

Factors that could, individually or collectively, lead to positive
rating action/upgrade would be linked to Fitch's view of NAV's
credit profile, as NFC's ratings and Rating Outlook are linked to
those of its parent. Fitch cannot envision a scenario where the
captive would be rated higher than its parent.

Factors that could, individually or collectively, lead to negative
rating action/downgrade include a change in the perceived
relationship between NAV and NFC. For example, if Fitch believed
that NFC had become less central to NAV's strategic operations
and/or adequate financial support was not provided to the captive
finance company in a time of need. In addition, consistent
operating losses, a material and sustained change in balance sheet
leverage, and/or deterioration in the company's liquidity profile,
any of which alters NFC's perceived risk profile and/or requires
the injection of regular financial support from NAV, could also
drive negative rating actions.

The ratings on the senior secured bank credit facility are
sensitive to changes in NFC's IDR, as well as the level of
unencumbered balance sheet assets available relative to outstanding
debt.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Sources - NAV's liquidity at the manufacturing business
as of Jan. 31, 2020 included cash and marketable securities
totaling $967 million, excluding restricted cash and cash at Blue
Diamond Parts. Liquidity includes availability under a $125 million
asset-backed lending (ABL) facility. Borrowing capacity under the
ABL is reduced by a $13 million liquidity block and letters of
credit issued under the facility. Liquidity was offset by current
maturities of manufacturing long-term debt of $31 million. There
are no large debt maturities before November 2024. NAV had
intercompany loans totaling $301 million from financial services,
which are included by Fitch in manufacturing debt. The net pension
obligation was $1.3 billion (60% funded) at Oct. 31, 2019.

Navistar Financial Corporation

Fitch believes NFC's liquidity profile is constrained given the
company's limited ability to securitize originated assets in the
current market environment. Fitch notes that liquidity may become
further constrained if NFC is unable to refinance maturing debt on
economic terms.

At 1Q20, NFC had sufficient availability under its wholesale note
funding facility (subject to collateral requirements) as well as
its senior secured bank revolving facility. The maturity date for
the revolver is May 2024.

As of Jan. 31, 2020, debt at NAV's manufacturing business totaled
approximately $3.3 billion as calculated by Fitch including
intercompany debt, unamortized discount and debt issuance costs.
Debt was $1.8 billion at the financial services segment, the
majority of which is at NFC. Consolidated debt totaled $4.7
billion.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS
ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).


NC SPECIAL: Reorganization Plan Has 6% for Unsecured Creditors
--------------------------------------------------------------
Debtor NC Special Police, LLC filed with the U.S. Bankruptcy Court
for the Eastern District of North Carolina, Fayetteville Division,
a Plan of Reorganization on March 2, 2020, and a Disclosure
Statement on March 31, 2020.

According to the Disclosure Statement, the Debtor will make
payments under the Plan by the continued operations and profit of
the business.

The Plan of Reorganization is based upon the Debtor's belief that
the interests of its creditors will be best served if it is allowed
to reorganize.

The Debtor's liabilities will be paid according to the priorities
of the Bankruptcy Code.  In accordance with the Debtor's projected
revenue and the liquidation analysis, the Debtor will pay allowed
unsecured claims roughly 6 percent of their claim amounts.

A full-text copy of the Disclosure Statement dated March 31, 2020,
is available at https://tinyurl.com/w597udu from PacerMonitor at no
charge.

Attorney for the Debtor:

        Travis Sasser
        2000 Regency Parkway, Suite 230
        Cary, North Carolina 27518
        Tel: 919.319.7400
        Fax: 919.657.7400

                     About NC Special Police

NC Special Police, LLC,a private police and security company based
in Fayetteville, North Carolina, filed for Chapter 11 bankruptcy
(Bankr. E.D.N.C. Case No. 19-04972) on Oct. 28, 2019, listing under
$1 million in both assets and liabilities.  Judge David M. Warren
oversees the case.  Sasser Law Firm is the Debtor's legal counsel.


NEXGEL INC: Has $1.92M Net Loss for the Year Ended Dec. 31, 2019
----------------------------------------------------------------
NexGel, Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K, disclosing a net loss of $1,923,000
on $717,000 of net revenues for the year ended Dec. 31, 2019,
compared to a net loss of $1,888,000 on $2,213,000 of net revenues
for the year ended in 2018.

The audit report of Marcum LLP states that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company’s ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $1,890,000, total liabilities of $1,511,000, and a total
stockholders' equity of $380,000.

A copy of the Form 10-K is available at:

                       https://is.gd/JKWXSw

NexGel, Inc., manufactures high water content, electron beam
cross-linked, aqueous polymer hydrogels, or gels, used for wound
care, medical diagnostics, transdermal drug delivery and cosmetics.
It is based in Langhorne, Pennsylvania.



OAK LAKE: Unsecured Creditors to Get Full Payment in 5 Years
------------------------------------------------------------
Debtor Oak Lake, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, a Disclosure
Statement for Plan of Reorganization dated March 31, 2020.

Class 4A Unsecured Convenience Claims consists of the claims held
by unsecured creditors that are in an amount up to $1,000 and any
unsecured claims held by unsecured creditors that elect on the
ballot to reduce their claim to $1,000 to be treated as a Class 4A
claimant instead of treatment as a general unsecured creditor under
Class 4B. Holders of Allowed Convenience Claims shall receive
payment in full in cash on account of each holder's Allowed
Convenience Claim on or before the Effective Date.

Class 4B General Unsecured Claims will be paid 100% of each Allowed
Claim with regular quarterly payments beginning the first Business
Day of the month, 30 days following the Effective Date.  Holders of
Allowed Unsecured Claims not separately classified under the Plan
shall receive payments in cash in an amount equal to 100 percent of
each holder's Allowed Unsecured Claim plus interest accruing at the
rate of 5.0% APR payable in quarterly payments beginning the first
Business Day of the month 30 days following the Effective Date
until the earlier of (a) five years after the Effective Date, or
(b) until the Allowed Unsecured Claims are paid in full plus
interest at the rate of 5.0% APR.

Class 5 Equity interest holders Connie B. Brogdon and Anita Thomas
will retain their interests in the Debtor as such interests existed
as of the Petition Date.

All payments under the Plan which are due on the Effective Date
will be funded from the Cash on hand, and operating revenues.

A full-text copy of the Disclosure Statement dated March 31, 2020,
is available at https://tinyurl.com/qq6xmsz from PacerMonitor at no
charge.

The Debtor is represented by:

         Theodore N. Stapleton
         2802 Paces Ferry Road, SE, Suite 100-B
         Atlanta, GA 30339
         Tel: 770.436.3334

                     About Oak Lake LLC

Oak Lake LLC owns and operates a skilled nursing care facility in
Grove, Oklahoma.

Oak Lake LLC filed its voluntary Chapter 11 petition (Bankr. N.D.
Ga. Case No. 19-67517) on Nov. 1, 2019.  In the petition signed by
Christopher F. Brogdon, manager, the Debtor was estimated to have
$1 million to $10 million in both assets and liabilities.  Judge
Barbara Ellis-Monro is assigned to the case.  Theodore N.
Stapleton, P.C., is the Debtor's legal counsel.


OMNIQ CORP: Haynie & Company Raises Going Concern Doubt
-------------------------------------------------------
OMNIQ Corp. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K, disclosing a net loss (attributable
to the common stockholders) of $5,310,000 on $57,199,000 of net
total revenue for the year ended Dec. 31, 2019, compared to a net
loss (attributable to the common stockholders) of $5,411,000 on
$56,202,000 of net total revenue for the year ended in 2018.

The audit report of Haynie & Company states that the Company has a
deficit in stockholders' equity, and has sustained recurring losses
from operations. This raises substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $34,453,000, total liabilities of $32,645,000, and a total
stockholders' equity of $1,808,000.

A copy of the Form 10-K is available at:

                       https://is.gd/WCCJ9p

OMNIQ Corp., a Delaware corporation, formerly Quest Solution, Inc.,
was incorporated in 1973.  OMNIQ is a provider of products and
solutions to two main markets, Supply Chain Management and
Smart/Safe City.  The Company has recently expanded its product
solutions, which are based on Artificial Intelligence ("AI") and
Machine Learning algorithms and offer Computer Vision applications.
OMNIQ's newest product offerings have not only established the
Company as an innovative and technological company, but also one
that is, able to offer its Fortune 1,000 customers an end-to-end
solution.  OMNIQ is a pioneer in providing cutting edge
technological solutions to the markets it serves.  The Company, as
a world-wide systems integrator, focuses on design, delivery,
deployment and support of fully integrated mobile and automatic
identification data collection solutions.  OMNIQ uses unique
Computer Vision technology and additional identification
technologies in its solutions. The Company is also a manufacturer
and/or distributor of labels, tags, ribbons and RFID identification
tags. OMNIQ takes a consultative approach by offering end-to-end
solutions that include software, algorithm, hardware, service
contracts, communications and full lifecycle management services.
OMNIQ simplifies the integration process with its experienced team
of professionals.  The Company delivers problem solving solutions
backed by numerous customer references.  The Company offers
comprehensive packaged and configurable software some of which is
developed by OMNIQ and some of it is sourced from 3rd parties.
OMNIQ is also a leading providing of bar code labels and ribbons
(media) to its customers.  OMNIQ provides consultative services to
companies to select, design and manufacture the right label for
their product offering.


ONE SKY FLIGHT: Fitch Cuts Sr. Sec. Rating to 'B/RR3', Outlook Neg.
-------------------------------------------------------------------
Fitch Ratings has downgraded OneSky Flight, LLC to 'B-'; the Rating
Outlook is Negative. Fitch has also downgraded OneSky's senior
secured credit facility to 'B'/'RR3'.

KEY RATING DRIVERS

The rating action is driven by credit metrics that will come under
pressure due to the effects of a global drop in demand related to
the coronavirus pandemic. Revenue decline for OneSky is not
expected to be as severe as for commercial airlines, but will
nonetheless be substantial. Fitch's forecast incorporates a total
revenue decline of nearly 30% for the full year. The company holds
a unique position, having the potential to rebound faster than
commercial carriers due to the nature of social distancing
requirements and commercial flight concerns. Additionally, OSF
holds a large portion of recurring revenue from management fees
designed to cover fixed costs, insurance, crew staffing, scheduling
and other administrative costs, which insulate it from some of the
risks borne by commercial carriers. Nonetheless, economic impacts
of the virus are likely to drive revenue and EBITDA to levels below
Fitch's prior expectations at least through 2021, pushing credit
metrics outside of levels that support the 'B' rating. Fitch
believes near-term liquidity is sufficient to service existing debt
requirements.

Impact of Coronavirus: Fitch expects the company's flexible cost
structure and liquidity resources to be adequate to meet the
significant near-term headwinds from the coronavirus pandemic.
Fitch estimates approximately $125 million in cash is available to
service debt payments throughout the short term. The agency
understands the company has drawn $30 million on its existing
asset-based loan (ABL) facility to reduce counterparty risk. The
company has implemented a deferred payroll program, which will stem
cash burn in the near-term.

Elevated leverage: Fitch believes that the company will experience
elevated leverage metrics at least through 2021 due to the decline
in EBITDA margin and a approximately 30% drop in revenues during
fiscal 2020. Expected debt/EBITDAR may rise above 7x through the
rating horizon. The company is expected to be able to service
existing debt amortizations and interest payments.

Financial Covenants: The company is required to maintain a
debt/EBITDA multiple of under 5x. Fitch's forecasted leverage is
above this metric; however, its EBITDA calculations are
conservative compared to the metrics as calculated under the
company's credit agreement. Fitch would also expect creditors to be
supportive of at least temporary relief given the current
circumstances.

ESG Considerations

One Sky Flight, LLC: 4.2; Governance Structure: 4, Energy
Management: 4.

DERIVATION SUMMARY

Fitch's closest comparable company to OneSky is Vista Global (rated
B). Vista's Rating Outlook is Negative. OneSky's credit profile is
favorable to Vista's in some respects. OneSky assumes limited asset
risk through its fractional model, while Vista faces steeper
upfront capital costs by bringing its aircraft on balance sheet and
carries more residual value risk. OneSky has more scale with a
managed fleet of more than 160 aircraft. OneSky also has a broader
product offering both in terms of the types of aircraft available
and ways to use them (fractional, jet card, on-demand), whereas
Vista solely operates super-mid and larger aircraft. OneSky's
thinner operating margins offset its advantages over Vista.

KEY ASSUMPTIONS

Topline revenues decline by approximately 30% due to limited travel
options and a general drop in demand.

Margins pressured to below 2018 levels.

2020 capex plans pushed back to the 2H2021 with subdued sale and
leaseback payments.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Adjusted debt/EBITDAR below 6.5x;

  -- FFO fixed charge coverage sustained above 1.5x;

  -- EBITDA margins sustained in the mid-single digits.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Cash plus ABL availability falling below $60 million;

  -- FFO fixed charge coverage sustained below 1.05x;

  -- EBITDA margins sustained in the low single digits;

  -- Significant customer payment deferrals or cancellation.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Estimated liquidity as of April 3, 2020 was approximately $133.8
million, encompassing $8.8 million in ABL availability and
approximately $125 million of cash and cash equivalents. Liquidity
as a percentage of revenue was approximately 10.5%. Liquidity
requirements for One Sky differ from commercial airlines since its
primary operating costs (fuel, crews and more) are largely passed
through to the customer.

Debt maturities consist solely of required amortization under the
term loan for the next several years. Fitch views the amortization
payments as manageable given the company's cash flow profile over
the forecast period.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

One Sky Flight, LLC: 4.2; Governance Structure: 4, Energy
Management: 4.

Fitch has applied a score of 4 to One Sky's energy management and
governance structure factors within its ESG ratings, leading to an
overall score of 4. Concerns around energy management stem from the
potential for public/customer perception around private aviation to
drive down demand as climate awareness and activism becomes more
pronounced. Unlike commercial aviation, which Fitch views as more
of a societal necessity, and which benefits from dense seating
arrangements that reduce carbon emissions on a per seat basis,
private aviation is viewed as a luxury item that could face a
backlash if the public were to focus on the issue.

The governance structure score reflects the 40% ownership by
Directional Aviation, which is controlled by CEO Kenn Ricci and CFO
Mike Rossi. There is also an element of key man risk as the CEO and
CFO have worked closely together for more than 30 years and their
loss could have a material impact on the company's operations.


PACE INDUSTRIES: Files for Chapter 11 With Prepackaged Plan
-----------------------------------------------------------
Pace Industries, LLC, on April 13, 2020, disclosed that it has
reached an agreement with its senior secured lenders on the terms
of a comprehensive financial restructuring plan, which will
deleverage the Company's balance sheet.  This agreement has support
from 100% of the holders of its senior secured notes as well as its
revolving credit facility lenders.

Upon implementation, this agreement will give the Company the
financial foundation necessary to resume normal-course operations
following the COVID-19 outbreak, realize the full benefit of its
cost-savings initiatives and strategic investments recently
executed, and continue to serve its customers as a leading
fully-integrated provider of die cast aluminum, magnesium and zinc
components.

To effectuate the plan and facilitate these important changes to
the Company's capital structure, the Company and its U.S.
subsidiaries have initiated a voluntary prepackaged Chapter 11
process in the U.S. Bankruptcy Court for the District of Delaware.

The Company's operations in Mexico are unaffected by the filings,
although they will benefit long-term from the actions the parent
company is taking to strengthen its financial position.

The Company's senior secured noteholders, along with its existing
revolving credit lenders, will provide commitments for up to $175
million in debtor-in-possession financing to help ensure that the
Company can meet its commitments during the process.  Under the
terms of the proposed prepackaged plan, the Company will convert
its existing senior secured notes into 100% of the equity in the
reorganized Company.  As a result of its noteholder and lender
support, the Company expects to complete the process in the second
quarter of 2020 -- emerging as a financially stronger company that
is well-positioned to succeed in the post-COVID-19 environment.

"Over the past two years, we launched significant new programs for
the automotive industry to further penetrate this important growth
market and implemented a series of cost-saving initiatives to
position our business for long-term success," said Scott Bull,
Chief Executive Officer.  "Unfortunately, we were not able to
realize the full benefits of these new programs and initiatives
before the coronavirus weakened demand, disrupted our supply chain
and forced us to temporarily close many of our plants in the United
States."

"We are confident in our go-forward direction and the underlying
strength of our business and are taking these actions now to ensure
we are positioned to realize our full potential when we -- and our
customers -- are able to resume normal-course operations," Mr. Bull
continued.  "We thank our lenders, employees, customers and
suppliers for their support and look forward to being an even
stronger partner as a result of the actions we're taking to enhance
our financial position."

The Company has filed customary motions that will allow it to
maintain employee wage and benefit programs, honor customer
warranties as usual and continue to pay suppliers.  Although the
motions remain subject to Court approval, the Company expects that
all trade creditors, employees, sales agents and unsecured
creditors will be paid in full and on time in the normal course of
business.  Additionally, the Company will maintain all of its
current standards for safety, quality and corporate citizenship
both during and after the Chapter 11 process.

Further information about the case can be found at
http://www.kccllc.net/paceor by calling (866) 967-0269 (in the
U.S. and Canada) or (310) 751-2669 (outside the U.S. and Canada).
Implementation of the restructuring plan and other relief is
subject to Court approval, regulatory approvals and other customary
closing conditions.

Pace Industries is represented by Willkie Farr & Gallagher LLP and
Young Conaway Stargatt & Taylor, LLP. FTI Consulting is serving as
financial advisor.  The senior secured noteholders are represented
by Schulte Roth & Zabel LLP and the revolving credit facility
lenders are represented by McGuireWoods LLP and Conway MacKenzie.

                    About Pace Industries, LLC

Pace -- http://www.paceind.com-- is North America's leading
full-service aluminum, zinc and magnesium die casting company.
Pace offers end-to-end, nonferrous, die cast supply chain
solutions, and a wide array of capabilities and services, including
advanced engineering, tool and die fabrication, prototyping,
precision machining, assembly, finishing and painting.
Headquartered in Fayetteville, Arkansas, Pace operates the largest
number and broadest range of clamping force die-casting machines in
North America, which has positioned Pace uniquely to offer die-cast
products for practically any customer requirement.  Indeed, Pace is
the only vertically integrated major die casting supplier in North
America providing customers one-stop-shop services on a mass
scale.



PBF HOLDING: Fitch Cuts IDR to 'BB-' & Alters Outlook to Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded the PBF Holding Company LLC Long-Term
Issuer Default Rating to 'BB-' from 'BB'.  Fitch is also
downgrading the rating of the ABL Working Capital Revolving Credit
Facility to 'BB+'/'RR1' from 'BBB-'/'RR1' and the senior unsecured
bonds to 'BB-'/'RR4' from 'BB'/'RR4'.  The Outlook is revised to
Negative from Positive.

The downgrade reflects the materially lower liquidity levels from
the reduction of its borrowing base since the onset of the
coronavirus crisis. The borrowing base is calculated on a formula
based on cash, accounts receivable and inventory. Lower oil prices
and reduced demand has reduced both accounts receivable and
inventory levels, which resulted in a lower borrowing base.
Although PBF Holding has taken actions to enhance liquidity,
industry conditions remain very weak, which may require further
liquidity enhancements.

PBF Holding's ratings reflect its geographically diversified
portfolio of refineries, moderate size, the high complexity of its
refineries, strategic integration with PBF Logistics LP (PBFX;
BB/Stable), and success in integrating and organically growing its
refineries. This is offset by the refining industry's inherent
volatility; regulatory overhang; large swings in working capital;
potential disruptions from turnarounds; competitive conditions,
particularly on the East Coast; margins that have historically
trailed peers; and an historical acquisitive business strategy.

The Negative Outlook reflects the dramatic deterioration in
refining conditions stemming from the coronavirus pandemic, as
widespread state and local lockdowns in the U.S. have created
unprecedented declines in refined product demand, particularly
gasoline. This is consistent with Fitch's broader macroeconomic
view, which assumes a lockdown in the U.S., resulting in a short,
sharp contraction in economic activity (U.S. GDP -3.3% 2020),
followed by a rebound in 2021 (+3.8% in 2021) as lockdown
conditions are eased in 2H2020 ("Global Economic Outlook—Crisis
Update: 2 April 2020, Coronavirus Crisis Sparks Deep Global
Recession").

The Negative Outlook also reflects risks that are specific to PBF
Holding's business profile, including the company's high exposure
to gasoline markets (the product which is among the most impacted
by shutdowns), as well as the company's shrinking liquidity
position. PBF Holding has taken several actions to enhance
liquidity, which should alleviate near-term funding needs. The
Outlook could be removed if conditions normalize and liquidity has
not been materially compromised.

Although refiners have historically shown an ability to adjust
quickly to drops in demand, a key consideration is the unknown
duration of the current downturn, which if sustained, has the
potential to keep leverage metrics elevated and drain liquidity for
an extended period.

KEY RATING DRIVERS

Impact of Coronavirus: The material reduction in gasoline demand
since the onset of the coronavirus pandemic is likely to result in
significantly lower crack spreads and refinery margins as well as
lower utilization rates. As a result, Fitch expects PBF Holding
will generate FCF deficits in the near term that could affect
liquidity. PBF has taken steps to enhance liquidity which includes
entering into an agreement to monetize five hydrogen plants for
cash proceeds of $530 million (still pending), reducing capex by
$240 million, lowering annual operating expenses by approximately
$125 million, reducing corporate overhead expenses by $20 million,
and indefinitely suspending its quarterly dividend that
approximates $35 million per quarter. The company also had
availability under its revolver of approximately $1.5 billion as of
Dec. 31, 2019, although that size could be reduced through lower
accounts receivables and inventory levels.

High Volatility Sector: Refining remains one of the most cyclical
corporate sectors, and is subject to periods of boom and bust, with
sharp swings in crack spreads over the cycle. The last major bust
period was 2009, when collapsing oil prices and lagging costs led
industry margins to collapse. The rebound in market conditions was
also relatively quick, however, as the industry tends to adjust
rapidly. However, historical experiences may not apply given there
is a great deal of uncertainty as to the depth and the timing from
the impact of coronavirus. The sector has benefited in recent years
by lower crude oil prices as well as rapid increase in U.S. crude
oil production, which has widened the WTI-Brent price differential
as a result of transportation constrains.

Growing Size and Diversification: PBF Holding's strategy is to buy
complex refineries at attractive prices. Following the completion
of the Martinez acquisition, PBF Holding owns six refineries in
four different Petroleum Administration for Defense Districts
(PADDs) and has approximately 1.041 million barrels per day (bpd)
of throughput capacity. Diversification helps reduce the risk of
demand-supply imbalances of the crude input and resulting product
in each PADD. Refineries are high-fixed-cost, low-margin businesses
that can have enormous swings in working capital. Fitch believes
scale and diversification help to reduce these risks and improve
credit quality. High utilization is important in offsetting high
fixed costs. Pro forma for the Martinez acquisition, PBF Holding
will have the most complex refinery slate of any independent
refiner (Nelson complexity index of 12.8) and will be the most
complex refiner in California (Nelson complexity index of 15.5).
This complexity allows PBF Holding to run a wide range of crude
slates and take advantage of changes in price spreads among
different types of oil.

Martinez Increases Scale and Diversification: The Martinez
acquisition from Royal Dutch Shell plc provides PBF Holding with
expanded geographic diversification, increases throughput capacity
to over one million bpd, and expands the company's footprint in
California. The opportunity cost of downtime in California is high,
given the tightness of the localized market. Having two California
refineries helps to alleviate this risk. The acquisition price was
$960 million plus the value of the hydrocarbon inventory. In
addition, Shell and PBF Holding have agreed to earn-out provisions
for earnings above certain levels for the first four years.
Martinez has a Nelson complexity index of 16.1 which allows it to
process a slate of heavy, high sulphur, high total acid number
crudes to produce a high percentage of high-value clean products.
PBF Holding plans to manage the Martinez and Torrance refineries as
a single refining system to enhance synergistic benefits.

Impact of IMO: PBF Holding is well-positioned to benefit from IMO
2020 regulations, which will reduce allowed sulphur content of
marine fuel oil to 0.5% from 3.5%. PBF Holding is positioned to
take advantage due to its distillate yield, which was 33% in
3Q2019, and sizable coking capacity, which can run large amounts of
discounted residual fuel oil and heavy crudes. Although Fitch
expects the rules will have a positive effect on operators of
complex refineries, the impact is not expected to be material until
after the economy recovers from the coronavirus crisis.

Unfavorable Regulatory Headwinds: U.S. refiners face a number of
unfavorable regulatory headwinds that will cap long-term demand for
U.S. refined product, including rising renewable requirements under
the renewable fuel standard program, higher corporate average fuel
economy standards, and regulation of greenhouse gases on the
federal and state levels as a pollutant. These are expected to
limit growth in domestic product demand and keep the industry
reliant on exports to maintain full utilization. The industry has
seen regulatory relief under the current administration, including
small refinery waivers for the RFS programs, which resulted in a
significant drop in RIN prices that benefitted all refiners.

PBF Logistics Relationship: PBFX is a fee-based master limited
partnership established by PBF in 2014 to acquire, own and operate
crude oil and refined products logistics assets. PBF Energy Company
LLC owns 48.2% of PBFX and 100% of PBF Holding, as of Dec. 31,
2019. PBF Holding and PBFX have entered into a series of
transactions in which PBF Holding contributed certain assets to PBF
Energy Company LLC, which in turn contributed those assets to PBFX.
PBF Energy Company LLC received cash considerations that were
eventually contributed to PBF Holding. Although Fitch expects
similar transactions will occur in the future, PBFX's stated
strategy is to expand through organic growth and acquisition of
third-party assets. Even though the operations of PBF Holding and
PBFX are intertwined, the companies have separate boards of
directors.

Relationship with PBF Energy: PBF Holding is an indirect subsidiary
of PBF Energy Inc., a holding company with primary subsidiaries of
PBF Holding and its 48% ownership in PBFX. PBF Holding typically
distributes cash to PBF Energy to fund tax payments and dividends.
PBFX also sends its 48% share of distributions to PBF Energy, which
can be used to cover a portion of the tax payments and
distributions. The parent has no debt.

PBF Holding has an ESG Relevance Score of 4 for Exposure to
Environmental Impacts due to the potential of operational
disruptions from extreme weather events, including PBF Holding's
exposure to hurricanes on the Gulf Coast through its Chalmette
refinery, which has a negative effect on the credit profile, and is
relevant to the rating in conjunction with other factors.

ESG Considerations: Unless otherwise disclosed in this section, the
highest level of Environmental, Social and Governance credit
relevance is a score of 3 - ESG issues are credit neutral or have
only a minimal credit impact on the entity, either due to their
nature or the way in which they are being managed by the entity.

DERIVATION SUMMARY

PBF Holding's ratings reflect its status as an independent refiner,
although it does not have non-refinery operations such as retail,
unlike Marathon Petroleum Corporation (BBB/Stable), which can
reduce cash flow volatility. PBF Holding's crude capacity of 1.041
million bpd pro forma for the Martinez Acquisition is mid-range. It
is significantly smaller than Marathon (three million bpd) and
Valero Energy Corporation (BBB/Stable; 2.6 million bpd), but larger
than HollyFrontier Corporation (BBB-/Negative, 457,000 bpd) and
CITGO Petroleum Corp. (B/Negative), 749,000 bpd). PBF Holding is
believed to be the nation's most complex independent refiner, with
a weighted average Nelson complexity index of 12.8. This compares
to Valero at 11.4. PBF Holding has solid geographic
diversification, with a refinery in every PADD other than PADD 4.
PBF Holding's EBITDA margins are well below those of Marathon,
Valero and HollyFrontier, reflecting the lack of non-refinery
operations as well as the effect of its exposure to different
regional crack spreads. PBF Holding's debt/EBITDA of 1.9x at Dec.
31, 2019 was slightly higher than Valero's 1.5x and HollyFrontier's
1.3x.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

  -- West Texas Intermediate (WTI) oil price of $32 in 2020, $42
     in 2021, $50 in 2022, and $52.00 long term;

  -- Crack spreads at historical low levels in 2020 and gradually
     returning to average levels over the forecasted period;

  -- Throughput is expected to be significantly reduced in 2020
     (excluding Martinez acquisition) and gradually returning to
     normalized levels over the forecasted period;

  -- Capex is expected to be $285 million in 2020, $350 million
     in 2021, and $500 million in the long-term.

  -- Dividends are suspended over the forecasted period as well
     as no acquisitions. Asset sale to Air Products is completed
     in 2020.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- Liquidity enhancement measures without materially impacting
     profitability or operations;

  -- Greater scale and geographic diversification;

  -- Through-the-cycle debt/EBITDA at or below 2.5x;

  -- Through-the-cycle lease adjusted FFO gross leverage at or
     below 3.0x

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- Material reduction in liquidity to less than $500 million;

  -- A change in financial policy that includes greater use of
     debt in acquisitions or greater contributions to its parent
     to fund share repurchases or higher dividends;

  -- Through-the-cycle debt/EBITDA above 3.5x

  -- Through-the-cycle lease adjusted FFO gross leverage at or
     above 4.0x;

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Shifting Liquidity: PBF Holding had cash on hand of $763 million
and availability under its revolver of approximately $1.5 billion
with no borrowings on its revolver as of Dec. 31, 2019. The maximum
commitment on the revolving credit agreement is $3.4 billion and an
accordion feature allows for commitments up to $3.5 billion. The
revolver matures in May 2023. The single financial covenant is a
consolidated fixed-charge coverage ratio of not less than 1.00:1
that is not triggered until liquidity is less than 10% of the
borrowing base.

The revolver is derived from a formula based on cash on hand,
accounts receivable, and inventory. PBF Holding has historically
exhibited significant working capital swings, driven by volatility
in crude and refined product prices and M&A activity. While the
revolver should be adequately sized to meet cash needs during these
swings, Fitch notes that in times of weakening conditions in the
refinery sector, the borrowing base availability reduces at a time
when it is needed most. PBF Holding's liquidity options are also
enhanced by potential dropdowns to PBFX.

The maturity schedule is manageable. PBF Holding issued a $1
billion bond in January 2020 and applied proceeds to the Martinez
acquisition and redeeming the 2023 notes. The next significant
maturities are the revolver in May 2023 and the 7.25% notes in June
2025.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS
PBF Holding Company LLC: 4; Exposure to Environmental Impacts: 4

Unless otherwise disclosed in this section, the highest level of
Environmental, Social and Governance credit relevance is a score of
3 - ESG issues are credit neutral or have only a minimal credit
impact on the entity, either due to their nature or the way in
which they are being managed by the entity.

PBF Holding has an ESG Relevance Score of 4 for Exposure to
Environmental Impacts due to the potential of operational
disruptions from extreme weather events, including PBF Holding's
exposure to hurricanes on the Gulf Coast through its Chalmette
refinery, which has a negative effect on the credit profile, and is
relevant to the rating in conjunction with other factors.


PBF LOGISTICS: Fitch Cuts LT IDR to BB- & Alters Outlook to Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating of
PBF Logistics LP to 'BB-' from 'BB'. Fitch has also downgraded the
senior secured revolver to 'BB'/'RR1' from 'BB+'/'RR1', implying
outstanding recovery in the event of default, as well as the
unsecured notes to 'BB-'/'RR4' from 'BB'/'RR4', implying average
recovery in the event of default. The notes are co-issued by PBF
Logistics Finance Corporation, which also had unsecured notes
downgraded to 'BB-'/'RR4' from 'BB'/'RR4'. The Outlook is
Negative.

The downgrade of PBFX and the Negative Outlook reflect the negative
rating actions at PBF Holding Company LLC, PBFX's affiliate and
primary counterparty. Fitch previously stated that negative rating
action at PBF Holding would result in negative rating action at
PBFX. PBF Holding's Long-Term IDR was downgraded to 'BB-'/Negative,
reflecting concerns around materially lower liquidity levels from
the reduction of its borrowing base since the onset of the
coronavirus pandemic. Although PBF Holding has taken actions to
enhance their liquidity, industry conditions remain weak and the
company may require further liquidity enhancements. The ratings
recognize PBF Holding's geographically diversified portfolio of
refineries, moderate size, high-complexity refineries, and its
success in integrating and organically growing refineries. This is
offset by the refining industry's inherent volatility, regulatory
overhang, large swings in working capital, potential disruptions
from turnarounds, competitive conditions (particularly on the East
Coast), margins that have historically trailed peers, and a
historical acquisitive business strategy.

The Negative Outlook at PBF Holding reflects the sharp
deterioration in refining conditions stemming from the coronavirus
pandemic and the risks that are specific to the company's business
profile, including high exposure to gasoline markets as well as its
shrinking liquidity position.

The rating reflects its strong operational ties with PBF Holding
whereby PBFX derives a substantial portion of its revenues (88% for
FYE 2019) from PBF Holding. The ratings also take into account
Fitch's concern of leverage being higher than previous estimates
should the duration of the current downturn continue for an
extended period, although supported by fee-based contracts that
limit commodity exposure and provide some volume protection through
minimum volume commitments.

KEY RATING DRIVERS

Counterparty Concentration Risk: PBFX derives approximately 85%-90%
of its revenues from its affiliate PBF Holding. PBF Holding is
expected to continue to be the partnership's largest customer in
the near to intermediate term, as PBFX provides PBF Holding with
critical logistical assets that support its operations. Fitch
typically views midstream service providers like PBFX with
single-counterparty concentration as having exposure to outsized
event risk, should there be business or operational issues at PBF
Holding whereby throughput volumes at PBFX's facilities will be
significantly reduced, adversely impacting cash flows and
distributions. The economic slowdown due to the coronavirus
pandemic has led to material reduction in refinery-product demand,
which is likely to be the driving force of PBF Holding's potential
refinery utilization cutbacks.

The likelihood of utilizing any additional capacity at PBFX as a
result of decreased throughput to service third-party customers
could require substantial capex. As such, PBFX is subject to the
operational, business and financial risks of PBF Holding. PBF
Holding is under no contractual obligation to supply additional
volume beyond MVCs. In the absence of expansion of the asset
portfolio to service more third-party customers, volume growth is
dependent on PBF Holding and could limit future growth of the
partnership.

Modest Size and Scale: The partnership is geographically
diversified, with presence in four PADDs, although much of the
assets and operations concentration is limited to the East Coast.
Fitch believes that this operational concentration and EBITDA of
approximately $200 million makes PBFX vulnerable to weak East Coast
margins should there be an outsized event or slowdown in the
region's refining market, as is being witnessed since the onset of
the coronavirus. This is likely to result in significantly lower
crack spreads and margins resulting in lower refinery utilization
rates.

Consistent Cash Flow: PBFX's operations are underpinned by
long-term, take-or-pay contracts with PBF Holding, with
approximately seven-year weighted average contract life. PBFX
provides services at fixed fees (including inflation escalators and
certain increases in operating costs) with minimum volume
commitments, limiting PBFX's commodity price sensitivity and
providing some volumetric downside protection.

Corporate Family Relations: PBFX is operationally and strategically
integral to PBF Holding, as PBFX supports it with critical
infrastructure. PBF Holding is the fourth-largest independent
refinery in the U.S., and its parent, PBF Energy Company LLC (PBF
Energy), holds 100% of the general partners and 48.2% of limited
partner interests in PBFX. Midstream growth has been a key
component of PBF Energy Inc's strategy. As such, PBF has been
supporting growth at PBFX with drop-down transactions, completing
five drop-down transactions since inception. PBFX also retains a
10-year right of first offer to purchase certain logistics assets
owned by PBF Holding in the event PBF Holding disposes, sells or
transfers those assets. Given that PBF Energy directly benefits
from the sustainable growth of PBFX through its ownership, Fitch
believes that PBFX will continue to benefit from support from PBF
Energy.

Potential Conflict of Interest: PBFX's parent company, PBF Energy,
which owns and controls the general partners of the partnership is
required to act in good faith but is not held to the same level of
fiduciary laws were PBFX to be organized as a standard C-Corp. As
such, PBF Energy plays an important role in a wide variety of
actions at PBFX, which may have a bearing on the credit quality of
PBFX, whether positive, negative or neutral.

ESG Considerations: PBFX has a relevance score of '4' for Group
Structure as even with its simplification, it still possesses
complex group structure, with significant related party
transactions. This has a negative impact on the credit profile and
is relevant to the rating in conjunction with other factors.

DERIVATION SUMMARY

PBFX's ratings reflect that of its largest counterparty, PBF
Holding. It also reflects its leverage and the financial profile of
the partnership supported by long-term fee-based contracts that
limit commodity price exposure and provide some volume protection
through minimum volume commitments. This is partially offset by
PBFX's limited size and scale. The partnership is geographically
well-diversified with assets in four PADDs, but approximately
55%-60% of EBITDA is generated from assets in the East Coast
(Delaware and Paulsboro, New Jersey). Although PBFX's assets are
integral to PBF Holding's refining operations, the heavy dependence
on PBF Holding could present an outsized event risk should there be
an operating, production or financial issue at PBF Holding. Fitch
views that this geographic and customer concentration is of
concern.

PBFX's leverage is strong for its rating category. Fitch generally
targets leverage (total debt/adjusted EBITDA) for 'BB-' rated
midstream issuers in the 5.0x-5.5x range. Fitch expects PBFX's
leverage to be between 3.9x-4.3x for YE 2020. Scale and the
significant exposure to PBF Holding are limiting factors to PBFX's
ratings. Leverage is comparable to MPLX LP (BBB/Stable) in that
regard, with Fitch expecting MPLX leverage of roughly 4.0x for YE
2020; however, MPLX is significantly larger and more diverse from a
geographic, operating business line, and counterparty-exposure
perspective, which warrants the significant difference in IDRs
between the entities. Relative to a 'BB-' rated peer like NuStar
Energy L.P. (BB-/Negative), PBFX has better leverage but
significantly smaller scale of operations. NuStar does not have
customer concentration like PBFX does.

KEY ASSUMPTIONS

  -- Fitch utilized its West Texas Intermediate (WTI) oil price
deck of $32/bbl in 2020, $42/bbl in 2021, $50/bbl in 2022 and
$52/bbl thereafter;

  -- Growth in the storage segment supported by contango market for
crude and limited end-user demand for refined products in 2020;

  -- Throughput expected to be reduced in 2020 and gradually
returning to normalized levels over the forecast period, aligned
with Fitch estimates for PBF Holding;

  -- Maintenance capex in line with management guidance;

  -- Distributions suspended from second-quarter 2020 following
similar announcement by PBF Energy;

  -- No asset sales or equity issuance assumed.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

  -- Increase in size and scale, indicated by Fitch-defined EBITDA
above $300 million, in so far as any drop downs from PBF Holding
are done in a pattern similar to that in the past, while
maintaining leverage (total debt/adjusted EBITDA) at or below 5.0x
and distribution coverage above 1.0x on a sustained basis;

  -- Favorable rating action at PBF Holding may lead to positive
rating action for PBFX, provided the factors driving a rating
change at PBF Holding have benefits that accrue to the credit
profile of PBFX;

  -- As and when PBFX demonstrates a move towards further
insulation from its reliance on PBF Holding, such that third-party
revenues contribute at least 30% of total revenues with credit
metrics remaining within sensitivities, Fitch may consider a
separation between the IDRs of PBF Holding and PBFX and/or revise
the Outlook to Positive.

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

  -- Leverage (total debt/adjusted EBITDA) above 5.5x and/or
distribution coverage below 1.0x on a sustained basis;

  -- Negative rating action at PBF Holding will lead to negative
action at PBFX;

  -- Material change to contractual arrangement or operating
practices with PBF Holding that negatively affects PBFX's cash flow
or earnings profile;

  -- Increases in capital spending beyond Fitch's expectation that
have negative consequences for credit profile (if not funded with a
balance of debt and equity, for example).

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity in Near Term: As of Dec. 31, 2019, PBFX had
approximately $248 million in available liquidity. Cash on the
balance sheet was $35 million, in addition to the $213 million
available under the $500 million senior secured revolver. The
revolver includes a $75 million sub-limit for standby letters of
credit and a $25 million sub-limit for swing-line loans. PBFX had
letters of credit of $4.8 million outstanding under the revolver.
The partnership's liquidity in the near term is considered to be
adequate. The revolver is secured by a first-priority lien on the
asset of PBFX and its restricted subsidiaries that are joint and
several guarantors under the facility.

The bank agreement for the revolver has three financial covenants:
minimum consolidated interest coverage ratio is at least 2.5x;
consolidated total leverage ratio cannot exceed 4.5x; and
consolidated senior secured leverage ratio cannot exceed 3.5x. As
of Dec. 31, 2019, PBFX was in compliance with its covenants.

PBFX also has $525 million unsecured notes due 2023 which are
co-issued by PBF Logistics Finance Corporation, a wholly owned
subsidiary of PBFX. The notes are guaranteed on a senior unsecured
basis by all the subsidiaries of PBFX. In addition, PBF Energy,
which wholly owns the general partner, provides limited guarantee
to the notes for the collection of principal amounts, but is not
subject to the covenants governing the notes.

Debt Maturity Profile: PBFX does not have debt maturities until
2023. The revolver matures on July 30, 2023 and may be extended for
one year up to two occasions. The 2023 notes mature on May 15,
2023.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Rating action driven by rating action on PBF Holding.

ESG CONSIDERATIONS

PBFX has a relevance score of '4' for Group Structure as even with
its simplification it still possesses complex group structure, with
significant related party transactions. This has a negative impact
on the credit profile and is relevant to the rating in conjunction
with other factors. Unless otherwise disclosed in this section, the
highest level of Environmental, Social and Governance credit
relevance is a score of '3'. ESG issues are credit neutral or have
only a minimal credit impact on the entity, either due to their
nature or the way in which they are being managed by the entity.


PESCRILLO NIAGARA: Hires Gleichenhaus Marchese as Counsel
---------------------------------------------------------
Pescrillo Niagara, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of New York to hire Gleichenhaus,
Marchese & Weishaar, PC as its general counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) give the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the continued operation of
its business and in the management of its assets;

     (b) take necessary action to avoid liens against the Debtor's
property, remove restraints against the Debtor's property and such
other actions to remove any encumbrances of liens which are
avoidable, which were placed against the property of the Debtor
prior to the filing of the Petition instituting this proceeding and
at a time when the Debtor was insolvent;

     (c) take necessary action to enjoin and stay until final
decree herein any attempts by secured creditors to enforce liens
upon property of the Debtor in which property the Debtor has
substantial equity;

     (d) represent the Debtor as Debtor-in-Possession in any
proceedings which may be instituted in this Court by creditors or
other parties during the course of this proceeding;

     (e) prepare on behalf of the Debtor, as Debtor-in-Possession,
necessary petitions, answers, orders, reports, and other legal
papers; and

     (f) perform all other legal services for the Debtor as
Debtor-in-Possession, or to employ attorneys for such services.

The attorneys and professionals designated to represent the
debtor-in-possession will be paid at these hourly rates:

     Michael A. Weishaar, Esq.            $375
     Scott Bogucki, Esq.                  $375
     Attorneys                            $350
     Paralegals                           $80

As of the filing, the firm held a net retainer in the amount of
$10,000.

Michael A. Weishaar, an attorney at Gleichenhaus, Marchese &
Weishaar, PC, disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Michael A. Weishaar, Esq.
     GLEICHENHAUS, MARCHESE & WEISHAAR PC
     930 Convention Tower
     43 Court Street
     Buffalo, NY 14202
     Telephone: (716) 845-6446

                   About Pescrillo Niagara, LLC

Pescrillo Niagara, LLC, is a domestic limited liability company
located at 714 W Market Street Niagara Falls, New York, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y.
Case No. 20-10379) on March 6, 2020, listing under $1 million in
assets and liabilities.

Judge Michael J. Kaplan oversees the case.

The Debtor hired Gleichenhaus, Marchese & Weishaar PC as its
general counsel.


PETASOS RESTAURANT: Seeks to Hire Morrison Tenenbaum as Counsel
---------------------------------------------------------------
Petasos Restaurant Corp. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Morrison
Tenenbaum PLLC as its counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) advise the Debtor with respect to its powers and duties as
debtor-in-possession in the management of its estate;

     (b) assist in any amendments of Schedules and other financial
disclosures and in the preparation/review/amendment of a disclosure
statement and plan of reorganization;

     (c) negotiate with the Debtor's creditors and taking the
necessary legal steps to confirm and consummate a plan of
reorganization;

     (d) prepare on behalf of the Debtor all necessary motions,
applications, answers, proposed orders, reports and other papers to
be filed by the Debtor in this case;

     (e) appear before the Bankruptcy Court to represent and
protect the interests of the Debtor and its estate; and

     (f) perform all other legal services for the Debtor that may
be necessary and proper for an effective reorganization.

The attorneys and professionals designated to provide services will
be paid at these hourly rates:

      Lawrence F. Morrison                       $525
      Brian J. Hufnagel                          $425
      Associates                                 $380
      Paraprofessionals                          $175

On or about August 20, 2019, the firm received $15,000 as an
initial retainer fee from the Debtor.

Lawrence F. Morrison, an attorney at Morrison Tenenbaum PLLC,
disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and as required by Section 327(a) of the Bankruptcy Code.

The firm can be reached through:

     Lawrence F. Morrison, Esq.
     Brian J. Hufnagel, Esq.
     MORRISON TENENBAUM PLLC
     87 Walker Street, Floor 2
     New York, NY 10013
     E-mail: lmorrison@m-t-law.com
             bjhufnagel@m-t-law.com

                   About Petasos Restaurant Corp.

Petasos Restaurant Corp., operates a restaurant known as Emphasis
Restaurant located at 6820 Fourth Avenue, Brooklyn, New York.  It
sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-45410) on
September 10, 2019, listing under $1 million in both assets and
liabilities.

The Hon. Elizabeth S. Stong is the case judge.

The Debtor tapped Morrison Tenenbaum PLLC as its counsel.


PRESSURE BIOSCIENCES: Incurs $11.7 Million Net Loss in 2019
-----------------------------------------------------------
Pressure Biosciences, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$11.66 million on $1.81 million of total revenue for the year ended
Dec. 31, 2019, compared to a net loss of $9.70 million on $2.46
million of total revenue for the year ended Dec. 31, 2018.

As of Dec. 31, 2019, the Company had $1.82 million in total assets,
$13.87 million in total liabilities, and a total stockholders'
deficit of $12.05 million.

MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 14, 2020 citing that the Company has a working capital
deficit, has incurred recurring net losses and negative cash flows
from operations.  These conditions raise substantial doubt about
its ability to continue as a going concern.

As of Dec. 31, 2019, the Company did not have adequate working
capital resources to satisfy its current liabilities.  The Company
has been successful in raising cash through debt and equity
offerings in the past.  The Company has efforts in place to
continue to raise cash through debt and equity offerings.

Pressure Biosciences said, "We believe our current and projected
capital raising plans, and our projected continued increases in
revenue, will enable us to extend our cash resources for the
foreseeable future.  Although we have successfully completed equity
and debt financings and reduced expenses in the past, we cannot
assure you that our plans to address these matters in the future
will be successful."

Net cash used in operating activities was $6,327,578 for the year
ended Dec. 31, 2019 as compared with $5,695,904 for the year ended
Dec. 31, 2018.

Net cash used in investing activities for the year ended Dec. 31,
2019 totaled $23,375 compared to $0 in the prior period.  Cash
capital expenditures included laboratory and IT equipment.

Net cash provided by financing activities for the year ended
Dec. 31, 2019 was $6,277,460 as compared with $5,717,989 in the
prior year.

A full-text copy of the Form 10-K is available for free at:

                       https://is.gd/7y7SpC

                   About Pressure Biosciences

Headquartered in South Easton, Massachusetts, Pressure Biosciences,
Inc. -- http://www.pressurebiosciences.com/-- develops and sells
innovative, broadly enabling, pressure-based platform solutions for
the worldwide life sciences industry.  Its solutions are based on
the unique properties of both constant (i.e., static) and
alternating (i.e., pressure cycling technology, or "PCT")
hydrostatic pressure.  PCT is a patented enabling technology
platform that uses alternating cycles of hydrostatic pressure
between ambient and ultra-high levels to safely and reproducibly
control bio-molecular interactions (e.g., cell lysis, biomolecule
extraction).


PRIMESOURCE INC: Judge Grants 90-Day Exclusivity Period Extension
-----------------------------------------------------------------
Judge Benjamin Hursh of the U.S. Bankruptcy Court for the District
of Montana issued an order allowing Primesource Incorporated to
proceed under Subchapter V of Chapter 11 and set the following
deadlines in connection with such designation:

     (A) Telephonic status conference will take place on April 29,
at 10:30 a.m.

     (B) At least 14 days prior to the date of the status
conference, Primesource will file and serve a report required by
Section 1188(c) of the Bankruptcy Code.

     (C) Not later than 90 days following entry of the order for
relief, Primesource will file and serve a Chapter 11 plan.

     (D) Any secured creditor that wishes to make an election under
Section 1111(b)(2) must do so no later than 14 days following the
filing of the plan.

     (E) Creditors other than governmental units will file proof of
their claim or interest not later than 70 days following entry of
the order for relief.

Primesource on March 12 amended its voluntary Chapter 11 petition
to elect that it is a "small business debtor" pursuant to Section
101(51D) and to proceed under Subchapter V.

                    About Primesource Inc.

Primesource Incorporated sought Chapter 11 protection (Bankr. D.
Mont. Case No. 19-61154) on Nov. 14, 2019, disclosing under $1
million in both assets and liabilities.  The Debtor is represented
by Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices.



PROMETRIC HOLDINGS: Moody's Cuts CFR to B3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Prometric Holdings, Inc.'s
ratings including its Corporate Family Rating to B3 from B2,
Probability of Default Rating to B3-PD from B2-PD, and senior
secured first lien credit facilities to B2 from B1. The outlook is
negative.

The downgrade reflects Moody's expectations for significant revenue
and earnings decline in 2020 due to coronavirus related testing
center closures. As a result, Moody's expects debt-to-EBITDA
leverage will rise from about 8.0x (after deducting cash costs for
software development from EBITDA) at year end 2019 to above 9.0x in
2020 with a high cash burn during center closures. Currently all
the testing centers in the US, Canada and Europe are closed.
Testing centers in Japan are open. Testing center closures began in
mid-March. Moody's expects efforts to contain the coronavirus will
restrict Prometric's ability to reopen for an unknown period. Cash
burn during facility closures will weaken liquidity and add to debt
and leverage even when the centers reopen.

Moody's took the following ratings actions:

Issuer: Prometric Holdings Inc.

  Corporate Family Rating, downgraded to B3 from B2

  Probability of Default Rating, downgraded to B3-PD from B2-PD

  Senior Secured First Lien Bank Credit Facilities (revolver and
  term loan), downgraded to B2 (LGD3) from B1 (LGD3)

Outlook Actions:

  Outlook, remains Negative

RATINGS RATIONALE

Prometric's B3 CFR reflects its high leverage with Moody's adjusted
debt-to-EBITDA expected to rise to above 9.0x in 2020 (after
deducting cash software development costs from EBITDA) due to
earnings decline from coronavirus related center closures. Once the
testing centers reopen, Moody's expects that a significant increase
in testing volume will offset some of the lost volume during center
closures and lead to an earnings recovery. The rating is also
constrained by Prometric's modest scale, customer concentration
risk and event and financial policy risk due to its private equity
ownership. However, the ratings are supported by Prometric's
established position in the online testing and assessment services
market as well as good revenue visibility from long term contracts
with historically high retention rates. The rating also benefits
from Moody's view that there is only moderate cyclical exposure
since educational-related testing volumes can increase in periods
of economic weakness and mitigate declines in more
economically-sensitive testing such as for employment.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The consumer
services sector has been negatively affected by the shock given its
sensitivity to consumer demand and sentiment. More specifically,
the weaknesses in Prometric's credit profile, including its
exposure to US quarantines have left it vulnerable to shifts in
market sentiment in these unprecedented operating conditions and
Prometric remains vulnerable to the outbreak continuing to spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its action reflects the impact on Prometric of the
breadth and severity of the shock, and the broad deterioration in
credit quality it has triggered.

The negative outlook reflects Moody's view that Prometric remains
vulnerable to coronavirus disruptions and the uncertainty regarding
the timing of facility re-openings. The negative outlook also
reflects that liquidity pressure will rise if there is prolonged
center closures past the next few months.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Ratings could be upgraded should facilities reopen and testing
volumes recover to normalized levels such that operating metrics
improve with Moody's adjusted debt-to-EBITDA leverage sustained
below 6.5x, good liquidity, and free cash flow as a percentage of
debt at or above 5%.

The ratings could be downgraded if there is further deterioration
of operating performance, credit metrics or liquidity. Facility
closures anticipated to last longer than a few months or if volume
does not recover once centers reopen could lead to a downgrade.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Prometric, headquartered in Baltimore, Maryland, is a provider of
testing and assessment services to educational testing providers,
associations, and corporations globally. The company generated $332
million of revenue for the trailing twelve months ended December
31, 2019. Prometric has been owned by funds affiliated with Baring
Private Equity Asia since January 2018.


QUORUM HEALTH: S&P Lowers ICR to 'D' on Chapter 11 Filing
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Brentwood,
Tenn.-based Quorum Health Corp. to 'D' from 'CCC-'. At the same
time, S&P lowered its issue-level ratings on the company's debt to
'D'. S&P's recovery rating on the company's senior secured credit
facility remains '3' and its recovery rating on the company's
unsecured notes remains '6'.

The downgrade follows Quorum's announcement that it has entered
into a restructuring support agreement with the majority of lenders
of its outstanding term loans and holders who constitute a majority
of the holders of the 11.625% senior notes due 2023. In addition,
Quorum and its U.S. subsidiaries have filed voluntary petitions
under Chapter 11 of the U.S. Bankruptcy Code, which constitutes an
event of default under the senior secured credit agreement and
asset-based lending (ABL) facility credit agreement.



REYNOLDS GROUP: S&P Alters Outlook to Negative, Affirms 'B+' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Reynolds Group Holdings Ltd. (RGHL) and revised its outlook to
negative from stable. All other ratings on RGHL's debt are
unchanged.

The COVID-19 pandemic has affected RGHL's end markets at the end of
the first quarter and S&P expects this to continue for the rest of
2020 as social distancing measures hurts demand for products. While
it is too early to tell the magnitude, S&P believes there will be
impacts to RGHLs business from a broad economic slowdown. The
demand for Pactiv's foodservice products, particularly restaurant
demand and retail food, will feel the effects of social distancing
and resulting closures of restaurants around the U.S. Evergreen's
milk carton sales to schools will be challenged as school districts
continue to close in an effort to contain the virus. S&P also
suspect the demand for RGHL's uncoated freesheet will decrease as
office printing is limited from broad work-from-home policies.

The negative outlook reflects risks around RGHL's end markets,
particularly as it relates to its food service and school milk
carton businesses, as restaurants and schools remain closed in
response to COVID-19. S&P expects leverage will likely increase
toward 7x by year-end 2020.

"We would lower the rating on RGHL if macroeconomic conditions
worsen beyond our expectations, which could cause demand for
cartons and food service to decline further, and extend to a
broader deterioration of its business, resulting in lower EBITDA
and adjusted leverage sustained above 7x. We could also lower the
rating if cash flows are lower than expected, particularly if
receivables are stretched as RGHL's customers deal with their own
liquidity needs," S&P said.

"We could revise the outlook to stable if the company can manage
through the COVID-19 pandemic, likely by focusing on its stronger
end markets and continuing to realize operating and cost
efficiencies to offset revenue declines, such that we were
confident the company will maintain leverage under 7x while
liquidity remains adequate, including a successful repayment or
refinancing of debt maturities in 2021," the rating agency said.


RICKEY CONRADT: Seeks Approval to Hire James Wilkins as Attorney
----------------------------------------------------------------
Rickey Conradt, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire James S. Wilkins as its
attorney.

James S. Wilkins will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) give the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the continued operation of
its personal management of its property;

     (b) take necessary action to collect property of the estate
and file suits to recover the same;

     (c) represent the Debtor as Debtor-in-Possession in connection
with the formulation and implementation of a Plan of Reorganization
and all matters incident thereto;

     (d) prepare on behalf of the Debtor as Debtor-in-Possession
necessary applications, answers, orders, reports and other legal
papers;

     (e) object to disputed claims; and

     (f) perform all other legal services for the Debtor as
Debtor-in-Possession which may be necessary; and it is necessary
for Debtor as Debtor-in-Possession to employ an attorney for such
professional services.

The Debtor agreed to pay professional services at the rate of $375
per hour, subject to the approval of the Court, to be applied
against a retainer of $10,000 for pre-petition and post-petition
services, costs and filing fees.

James S. Wilkins, an attorney at James S. Wilkins, P.C., disclosed
in court filings that the firm is a "disinterested person" as that
term is defined under Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     James S. Wilkins, Esq.
     JAMES S. WILKINS P.C.
     711 Navarro Street, Suite 711
     San Antonio, TX 78205-1711
     Telephone: (210) 271-9212
     Facsimile: (210) 271-9389

                    About Rickey Conradt, Inc.

Rickey Conradt, Inc. -- http://www.rickeyconradtinc.com/-- is a
public insurance adjusting company based in New Braunfels, Texas.
The company offers a full suite of claims handling services for
commercial, industrial, and residential properties.  Rickey Conradt
sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50612)
on March 18, 2020.

The Hon. Craig A. Gargotta is the case judge.

The Debtor hired James S. Wilkins, P.C. as its attorney.


ROCK POND: Has Until May 18 to File Plan & Disclosures
------------------------------------------------------
On March 23, 2020, the U.S. Bankruptcy Court for the District of
Oregon held a case management conference for debtor Rock Pond
Acres, LLC.

On March 31, 2020, Judge Peter C. McKittrick ordered that:

  * The deadline for the Debtor to file a Disclosure Statement and
Plan of Reorganization is May 18, 2020.

  * The Debtor will provide to The United States Trustee an
appropriate Schedule C from Phyllis Brinkley’s (Debtor’s
principal) completed and filed 2017, 2018, and 2019 tax returns by
April 15, 2020.

  * Any objections to the Application of Debtor-in-Possession for
Authority to Employ Attorney SRL Legal, LLC must be filed by April
6, 2020.

A full-text copy of the order dated March 31, 2020, is available at
https://tinyurl.com/weatbvv from PacerMonitor at no charge.

                     About Rock Pond Acres

Rock Pond Acres, LLC is a privately held company that is primarily
engaged in renting and leasing real estate properties.

Rock Pond Acres sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 20-30574) on Feb. 19,
2020.  At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range.  Judge Peter C. Mckittrick oversees the case.  Sally
Leisure, Esq., at SRL Legal, LLC, is the Debtor's legal counsel.


ROCKY MOUNTAIN: Eagle to Assume Responsibility for All Operations
-----------------------------------------------------------------
Rocky Mountain High Brands, Inc.'s Board of Directors approved the
Company's entry into a consulting agreement with Eagle Processing &
Distribution, Inc., under which Eagle has agreed to assume
responsibility for all of the Company's operations on a
best-efforts basis for an initial term of three years.  Eagle's
responsibilities will include financing or assisting in arranging
for financing of all production, purchase orders and inventory;
sales and distribution; marketing; logistics and order fulfillment;
production of all of the Company's products; inventory management
and coordination; customer service; risk management, and other
matters as set forth in the Agreement.

As compensation, Eagle was issued 50,000,000 Rule 144 restricted
shares of the Company's common stock for services to be rendered
during the initial eight months of the Agreement.  Compensation for
the remainder of the term of the Agreement will be negotiated and
agreed upon prior to the expiration of the initial eight months.
The Agreement will allow the Company to eliminate or reduce certain
of its overhead costs relating to wages, contractors, insurance
costs, rent, storage, and logistics, as these costs will be borne
by Eagle under the Agreement.  The Company is still assessing the
dollar impact of these savings.

Compensatory Issuances to Officers, Directors, and Employees

On April 13, 2020, the Company's board of directors approved the
issuance of a total of 23,500,000 Rule 144 restricted shares as
compensation to a total of seven officers, directors, employees,
and contractors.  These issuances were made, in part, to compensate
for delays in remitting cash compensation due and owing.  The share
issuances to the Company's named officers and directors were as
follows:

              Dean Blythe               750,000
              David Seeberger         7,000,000
              Jens Mielke             7,000,000
              Michael Welch           7,000,000

These shares were issued in private transactions to the Company's
officers, directors, employees, and contractors, and the Company
did not engage in any general solicitation or advertising in
connection with the issuances.  Accordingly, these compensatory
stock issuances were exempt from registration under Section 4(a)(2)
of the Securities Act.

                       About Rocky Mountain

Rocky Mountain High Brands, Inc. is a lifestyle brand management
company that markets primarily CBD and hemp-infused products to
health-conscious consumers.  The Company's products span various
categories including beverage, food, fitness, and skin care.  RMHB
also markets a naturally high alkaline spring water and a
water-based protein drink with caffeine and B vitamins.  All
products comply with federal regulations on hemp products and
contain 0.0% tetrahydrocannabinol (THC), the psychoactive
constituent of cannabis.

Rocky Mountain reported a net loss of $3.35 million for the year
ended Dec. 31, 2018, compared to a net loss of $11.64 million for
the year ended Dec. 31, 2017.  As of Sept. 30, 2019, the Company
had $1.13 million in total assets, $2.17 million in total current
liabilities, and a total shareholders' deficit of $1.04 million.

Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 12, 2019, citing that the Company has a
hareholders' deficit of $702,555, an accumulated deficit of
$35,018,351 as of Dec. 31, 2017, and has generated operating losses
since inception.  These factors, among others, raise substantial
doubt regarding the Company's ability to continue as a going
concern.


S&S CRAFTSMEN: Seeks Approval to Hire Johnson Pope as Counsel
-------------------------------------------------------------
S&S Craftsmen, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Alberto F. Gomez, Jr.
and Johnson Pope Bokor Ruppel & Burns, LLP as counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) give the Debtor legal advice with respect to their duties
and obligations as Debtor-in-Possession;

     (b) take necessary steps to analyze and pursue any avoidance
actions, if in the best interest of the estate;

     (c) prepare on behalf of the Debtor the necessary motions,
notices, pleadings, petitions, answers, orders, reports and other
legal papers required in this Chapter 11 case;

     (d) assist the Debtor in taking all legally appropriate steps
to effectuate compliance with the Bankruptcy Code; and

     (e) perform all other legal services for the Debtor which may
be necessary.

The professionals designated to provide services will be paid at
these hourly rates:

      Alberto F. Gomez, Jr., Shareholder      $410
      Garrison Cohen, Associate               $225

The Debtor paid a $46,000 pre-petition retainer within one year of
the filing date. Of the total amount received, approximately
$13,951.50 is related to representation of the Debtor concerning
potential work-out settlement efforts. Accordingly, the amount of
$32,048.50 is the pre-petition bankruptcy retainer. From the
pre-petition bankruptcy retainer, the Debtor's counsel paid the
court filing fee of $1,717. The firm held approximately $30,331.50
in its trust account to be applied to post-petition services
rendered and costs incurred.

Alberto F. Gomez, Jr., a shareholder and attorney at Johnson Pope
Bokor Ruppel & Burns, LLP, disclosed in court filings that the firm
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Alberto F. Gomez, Jr., Esq.
     JOHNSON POPE BOKOR RUPPEL & BURNS LLP
     401 E. Jackson St., Suite 3100
     Tampa, FL 33602
     Telephone: (813) 225-2500
     Facsimile: (813) 223-7118
     E-mail: al@jpfirm.com

                     About S&S Craftsmen, Inc.

S&S Craftsmen, Inc., owns and operates a millwork shop in Tampa,
Florida, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
20-02321) on March 17, 2020. The petition was signed by John L.
Rosende, its director. At the time of the filing, the Debtor
disclosed estimated assets of $100,000 to $500,000 and estimated
liabilities of $1 million to $10 million.

The Debtor tapped Johnson Pope Bokor Ruppel & Burns LLP as its
counsel.


S&S CRAFTSMEN: Seeks to Hire Stichter Riedel as Conflicts Counsel
-----------------------------------------------------------------
S&S Craftsmen, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Edward J. Peterson and
the law firm of Stichter Riedel Blain and Postler, PA as special
litigation and conflicts counsel.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) assist, advise and represent the Debtor in the
investigation, formulation, filing, prosecution, negotiation and/or
settlement of any and all litigation claims and causes of action
available to the Debtor and the bankruptcy estate, or in any other
matter, as directed by the Debtor and his general counsel, Johnson
Pope, in those instances where the Debtor requires conflicts
counsel to handle a specific matter or matters on behalf of the
Debtor;

     (b) advise and assist the Debtor in the conduct of discovery
concerning the investigation and prosecution of the Conflict
Litigation Claims; and

     (c) appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtor and the
estate before such courts and the U.S. Trustee on the matters in
which Stichter Riedel is engaged by the Debtor.

The professionals designated to provide services will be paid at
these hourly rates:

      Edward J. Peterson                      $425
      Paralegals                              $200

The firm received a pre-petition retainer in the amount of $5,000
for representation of the Debtor's principals, John and Chris
Rosende, and $5,000 for representation of the Debtor as conflicts
counsel.

Edward J. Peterson, an attorney at Stichter Riedel Blain and
Postler, PA, disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Edward J. Peterson, Esq.
     STICHTER RIEDEL BLAIN AND POSTLER PA
     110 E Madison St # 200
     Tampa, FL 33602
  
                     About S&S Craftsmen, Inc.

S&S Craftsmen, Inc., owns and operates a millwork shop in Tampa,
Florida, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
20-02321) on March 17, 2020.  The petition was signed by John L.
Rosende, its director. At the time of the filing, the Debtor
disclosed estimated assets of $100,000 to $500,000 and estimated
liabilities of $1 million to $10 million.

The Debtor tapped Johnson Pope Bokor Ruppel & Burns LLP as its
counsel; and Stichter Riedel Blain and Postler, PA as its special
litigation and conflicts counsel.


SABLE PREMIUM: Fitch Cuts IDR to 'C' & Then Withdraws Ratings
-------------------------------------------------------------
Fitch Ratings has downgraded Sable Permian Resources Finance, LLC's
Long-Term Issuer Default Rating to 'C' from 'CCC+' and its secured
bonds due 2024 to 'C'/'RR4' from 'CCC+'/'RR4'. Fitch has also
downgraded Sable Land Company, LLC's IDR to 'CCC-' from 'B-' and
its senior secured revolver to 'B-'/RR1 from 'BB-'/RR1. All of the
ratings have been withdrawn.

Sable's downgrade reflects the company's missed coupon payment. The
payment was due on April 1 on its 12% senior secured notes due
2024. The company has now entered the 30-day grace period on the
bonds.

LandCo's downgrade reflects a material reduction financial
flexibility associated with the company's constrained liquidity
position.

The ratings are being withdrawn.

Fitch is withdrawing the ratings as Sable Land Company, LLC and
Sable Permian Resources Finance, LLC have chosen to stop
participating in the rating process. Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings (or analytical
coverage) for Sable Land Company, LLC and Sable Permian Resources
Finance, LLC.

KEY RATING DRIVERS

Missed Coupon Payment: Sable failed to make the April 1 coupon
payment on its senior secured bonds due 2024, according to public
reports. The company has a 30-day grace period to cure the missed
payment. The first lien noteholders are secured by the equity of
LandCo.

Fitch believes the missed payment is likely a result of restricted
payment covenants on the RBL. LandCo is able to make restricted
payments if there is no event of default, revolver availability is
at least 15% and the pro forma LTM leverage ratio is below 3.25x
(or up to $100 million in aggregate if leverage ratio is above
3.25x).

RBL Pressured: Fitch believes LandCo's liquidity is materially
restricted with minimal cash and limited revolving credit facility
availability, which will likely deteriorate further upon a
potential downward borrowing base revision during the Spring
Redetermination.

Limited Proved, High-Return Inventory: The company's 127,600 net
acres are located on the periphery of the Southern Midland basin,
in Reagan, Irion and Crockett counties in West Texas. The company's
new Gen III well design, which features more proppant and fluid per
foot, as well as wider spacing, has exhibited favorable well
productivity results and solid returns across its 42 Gen III wells.
However, LandCo's high-return inventory is limited with around
four-five years of Gen III Tier 1 inventory.

ESG CONSIDERATIONS

Sable has an ESG Relevance Score of 4 for Governance Structure due
to board overlap with LandCo, as members consist of the CEO and
representatives from the private equity sponsors which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors. This is partially offset
by each board having at least one independent member.

DERIVATION SUMMARY

In terms of production, Sable Land Company is smaller than
Extraction Oil & Gas (B-/RWN; 89 mboepd [67% liquids]) and SM
Energy Company (B-/RWN; 132 mboepd [62% liquids]), as of Dec. 31,
2019 but larger than Lonestar Resources US Inc. (CCC+; 18 mboepd
[67% liquids]), as of Sep. 30, 2019. Fitch expects Sable's
production to materially decline through the forecast.

Consolidated leverage profiles and unit-economics are generally
consistent for the rating category; however, liquidity and/or
refinancing risks persist at current commodity price and capital
market environments for each of the four issuers.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

  -- WTI oil price of $32.00/barrels (bbl) in 2020, $42.00/bbl in
     2021, $50.00/bbl in 2022 and $52.00/bbl in the long-term;

  -- Henry Hub natural gas price of $1.85/thousand cubic feet
     (mcf) in 2020, $2.10/mcf in 2021, $2.25/mcf in 2022 and
     $2.50/mcf in the long-term;

  -- Capital program below maintenance levels, resulting in
     production declines beginning in 2020.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that the company would be reorganized
as a going-concern in bankruptcy rather than liquidated. Fitch
assumed a 10% administrative claim.

Going-Concern (GC) Approach

  -- The GC EBITDA assumption of $227 million considers lower oil
and natural gas prices, causing lower than expected production,
negative FCF, and liquidity constraints.

  -- An Enterprise Value multiple of 4x EBITDA is applied to the GC
EBITDA to calculate a post-reorganization enterprise value. The
multiple of 4x is lower than the historical E&P sub-sector exit
multiple of 5.6x and reflects company's limited inventory or tier-1
assets.

Liquidation Approach

The liquidation estimate reflects Fitch's view of transactional and
asset-based valuations, such as recent transactions for the
Southern Midland basin on a $/acre basis, as well as SEC PV-10
estimates. This data was used to determine a reasonable sales price
for the company's assets. The company's main driver of value is its
positions in Southern Reagan County. The acreage in gassier Irion
and Crockett counties has been ascribed a lower valuation by
Fitch.

Fitch's recovery valuation could come down over the longer-term as
the value of the PDPs shrinks if the company is unable to replace
producing reserves.

The revolving credit facility is assumed to be 85% drawn upon
default to account for downward borrowing base revisions. The
allocation of value in the liability waterfall results in recovery
corresponding to 'RR1' recovery for the first lien revolver and a
recovery corresponding to 'RR4' for the first lien notes.

RATING SENSITIVITIES

There are no rating sensitivities as Fitch has withdrawn all of the
ratings.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Limited Consolidated Liquidity: The company's primary source of
liquidity is its $700 million reserve-based revolving credit
facility. In the current pricing environment, Fitch expects the
company's consolidated liquidity position to be substantially
pressured, evidenced by a failed debt service payment on the senior
secured notes, which requires a restricted payment from LandCo.

Under the RBL, LandCo is able to make restricted payments if there
is no event of default, revolver availability is at least 15% and
the pro forma LTM leverage ratio is below 3.25x (or up to $100
million in aggregate if leverage ratio is above 3.25x).


SABRE GLBL: Moody's Rates New Senior Secured Notes 'Ba3'
--------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
offering of senior secured notes by Sabre GLBL Inc., a wholly-owned
subsidiary of Sabre Holdings Corporation. Net proceeds from the
debt issuance are expected to be used for general corporate
purposes, including enhanced liquidity. All other ratings and the
negative outlook are unchanged.

RATINGS RATIONALE

Net proceeds from the proposed note issuance will add to Sabre's
cash balances which supports the company's ability to navigate
through the significant challenges of the coronavirus outbreak
(COVID-19). In addition to the new senior secured notes, Sabre is
looking to raise $250 million of convertible unsecured notes (not
rated). Although the proposed offerings will increase debt
balances, net leverage will initially be neutral given incremental
cash balances. "The negative impact of higher gross leverage from
incremental debt is offset by Sabre's commitment to disciplined
financial policies and the additional liquidity cushion to support
operations while revenues are markedly depressed over the next few
months," stated Carl Salas, Moody's Sr Credit Officer.

Ratings Actions:

Issuer: Sabre GLBL Inc.

  Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD4)

Sabre's credit profile is significantly pressured by the recent
sharp decline in global air travel, including mandated travel
restrictions and flight cancellations, and Moody's expectation that
travel bookings will deteriorate over at least the next several
months. There are further downside risks in the event travel demand
remains depressed beyond the first half of 2020 in a scenario in
which COVID-19 is not contained or travelers continue to maintain
some degree of social distancing practices. The rapid and widening
spread of the coronavirus outbreak, deteriorating global economic
outlook, falling oil prices, and asset price declines are creating
a severe and extensive credit shock across many sectors, regions
and markets. The combined credit effects of these developments are
unprecedented. The travel and passenger airlines sectors have been
two of the most significantly affected by the shock given their
sensitivity to consumer and business demand and sentiment. More
specifically, the weaknesses in Sabre's credit profile, including
its exposure to global economies have left it vulnerable to shifts
in market sentiment in these unprecedented operating conditions and
Sabre remains vulnerable to the outbreak continuing to spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

The Ba3 Corporate Family Rating reflects Moody's view that Sabre
will be able to navigate through current challenges and will
maintain prudent financial policies, despite pressure on revenues
and profit margins caused by COVID-19 and uncertainties in the
global economic outlook. Moody's revised base case reflects
revenues declining significantly in the first half of 2020[1],
reflecting mandated travel bans and flight cancellations, followed
by quarterly revenues gradually recovering, but remaining below,
2019 levels entering 2021. Consistent with Moody's Macro outlook,
Moody's assumes flight schedules and travel demand will also
partially recover entering 2021 given the time needed for airlines
to restore capacity. Ratings are supported in the near term by
Moody's expectations that Sabre will cut costs in response to
revenue declines and manage growth investments and IT spend to
preserve liquidity. A good portion of Sabre's costs are variable
including incentives paid for reservations and employee
compensation (all employees, including executives, have taken pay
cuts). "Beyond the near term, Sabre benefits from its good
operating scale, high proportion of transaction-based revenues, and
market leadership as the second largest provider of Global
Distribution System services globally which better positions the
company when air traffic and travel demand rebound from currently
depressed levels. To the extent the negative impact of COVID-19 is
more severe or extends beyond the third calendar quarter, there
could be further degradation to Sabre's credit profile," added
Salas.

Sabre has reduced exposure to environmental risks given its
offerings include reservation systems, software and other services,
all of which come with low direct exposure to environmental issues.
The majority of revenue, however, is tied to demand for air travel
which is exposed to "flight shame" campaigns in Europe potentially
reducing the popularity and growth in demand for air travel. Sabre
is publicly traded with a diversified base of shareholders. Good
governance is supported by a board of directors with ten of the
company's eleven board seats being held by independent directors.

Sabre is expected to maintain adequate liquidity over the next 12
months notwithstanding the negative impact of COVID-19. Post debt
issuance, Sabre will have more than $1.4 billion of cash given net
proceeds from the new notes, $436 million of balance sheet at the
end of December 2019, and the recent $375 million draw down under
its $400 million revolving credit facility which expires in July
2022. Sabre has historically maintained a large share of cash at
its overseas subsidiaries to support its large geographic footprint
of operations, and management estimates less than $200 million is
needed globally. Suspending common dividends eliminates a $154
million cash outflow over the next 12 months with another $70
million preserved by suspending share buybacks.

Borrowings under the credit agreement are subject to compliance
with a maximum total net leverage maintenance ratio of 4.5x.
Sabre's net leverage ratio was 3.1x (as defined) for the December
2019 reporting period. Given the likelihood of a significant
decrease in EBITDA for the first half of 2020, the net leverage
ratio will likely exceed 4.5x; however, Sabre's credit agreement
comes with a Material Travel Event Disruption clause which suspends
the requirement for covenant compliance if domestic passengers (as
defined) decline by 10% or more in a given month compared to prior
year periods.

Potential uses of liquidity include $82 million of current debt
maturities, primarily term loan amortization, and the funding of
operating expenses while demand for travel remains depressed. The
term loan A and revolver facility mature in July 2022 and both of
Sabre's senior secured notes mature in 2023. Given last week's
rejection by the UK regulatory authority [2] and the US Department
of Justice [3] seeking an appeal to deny approval of the merger,
Moody's does not expect Sabre to use a portion of cash proceeds in
the near term to acquire Farelogix for $360 million which preserves
cash.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook is driven by significant uncertainty regarding
the depth and duration of the current decline in global consumer
and business demand for travel related services. This lack of
visibility is exacerbated by the number of government mandated
restrictions on travel across global regions and within country
borders. Moody's recognizes Sabre's efforts to manage liquidity
including suspending quarterly dividends and share buybacks. In
addition, Moody's expects the company to be proactive in cutting
costs and managing IT spend to help offset revenue declines.

Ratings could be upgraded if Sabre maintains good earnings growth
and operating profits become more diversified. Debt to EBITDA
(Moody's adjusted) would need to be sustained below 4x with high
single digit percentage adjusted free cash flow to debt. Moody's
could downgrade Sabre's ratings if customer losses, pricing
erosion, elevated debt balances, or the impact of COVID-19 cause
adjusted debt to EBITDA to exceed 4.75x on a sustained basis or
adjusted free cash flow to debt deteriorates to the low single
digit percentage range. Ratings could come under pressure if
Moody's expects that liquidity will further weaken because of a
prolonged downturn in the travel industry, Sabre funds
distributions or acquisitions (excluding Farelogix) prior to
Moody's being assured of a long term rebound in travel demand, or
outcomes in legal proceedings have a meaningful financial impact or
increase Sabre's business risk.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Based in Southlake, TX, Sabre Holdings Corporation's business is
organized in three segments: the Travel Network segment includes
revenues from GDS services; the Airline Solutions segment includes
a software-based passenger reservation system as well as commercial
and operations offerings to the airline industry; and the
Hospitality Solutions segment includes software revenues from
Sabre's central reservation and property management system
offerings. In November 2018, Sabre announced that it agreed to
acquire Farelogix Inc. for $360 million, but closing of the
transaction is not expected in the near term given last week's
rejection by the UK regulatory authority and the US Department of
Justice seeking an appeal to deny approval of the merger.


SAEXPLORATION HOLDINGS: Hires Advisor to Explore Alternatives
-------------------------------------------------------------
SAExploration Holdings, Inc., is initiating a process to analyze
and evaluate various strategic alternatives to address its capital
structure and to position SAE for future success.

The outcome of the strategic review process will depend on the
opportunities which arise within such process, and there is no
assurance of any particular outcome or its timing.  To assist the
Board of Directors and management team in analyzing and evaluating
these opportunities, SAE has retained Imperial Capital, LLC as its
financial advisor.

Given the nature of the strategic alternatives process, SAE does
not intend to make any future announcements concerning this process
or developments related to its review until such time as SAE
determines that further disclosure is necessary or appropriate.

                 About SAExploration Holdings

SAExploration Holdings -- http://www.saexploration.com/-- is an
international oilfield services company offering a full range of
vertically-integrated seismic data acquisition, data processing and
interpretation, and logistical support services throughout North
America, South America, Asia Pacific, Africa, and the Middle East.
In addition to the acquisition of 2D, 3D, time-lapse 4D and
multi-component seismic data on land, in transition zones and
offshore in depths reaching 3,000 meters, SAE offers a full suite
of data processing and interpretation services utilizing its
proprietary, patent-protected software, and also provides in-house
logistical support services, such as program design, planning and
permitting, camp services and infrastructure, surveying, drilling,
environmental assessment and reclamation, and community relations.
SAE operates crews around the world, performing major projects for
its blue-chip customer base, which includes major integrated oil
companies, national oil companies and large independent oil and gas
exploration companies. With its global headquarters in Houston,
Texas, SAE supports its operations through a multi-national
presence in the United States, United Kingdom, Canada, Peru,
Colombia, Bolivia, Malaysia, and Singapore.

SAExploration reported a net loss of $22.61 million for the year
ended Dec. 31, 2019, compared to a net loss of $59.56 million for
the year ended Dec. 31, 2018.  As of Dec. 31, 2019, the Company had
$142.21 million in total assets, $166.60 million in total current
liabilities, $7.14 million in long-term debt, $4.28 million in
other long-term liabilities, and a total stockholders' deficit of
$35.81 million.

Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the
Company's auditor since 2014, issued a "going concern"
qualification in its report dated April 13, 2020 citing that the
Company has experienced recurring losses from operations and has
been unable to renegotiate its expiring senior loan facility which
raises substantial doubt about its ability to continue as a going
concern.


SAEXPLORATION HOLDINGS: Incurs $22.6 Million Net Loss in 2019
-------------------------------------------------------------
SAExploration Holdings, Inc., filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $22.61 million on $255.23 million of revenue from services
for the year ended Dec. 31, 2019, compared to a net loss of $59.56
million on $98.67 million of revenue from services for the year
ended Dec. 31, 2018.

Revenue from services for 2019 increased $156.6 million compared
with 2018.  In North America, revenue from services increased $55.0
million due to two large projects in Alaska in 2019 and an increase
in market share in the contiguous United States due to the purchase
of certain assets from Geokinetics, Inc. in July 2018.

Revenue from services for 2019 in South America increased $1.2
million compared with 2018 due to large projects in Bolivia and
Brazil offset by a decrease in the work performed in Colombia.
Activity in Colombia in 2019 continued to decrease when compared
with 2018 due to a fewer number of active customers.  Revenue from
services in Asia Pacific increased $100.4 million due to projects
in India, Malaysia and Dubai.

Gross profit (loss) for 2019 increased $45.7 million compared with
2018.  Gross profit (loss) as a percentage of revenue from services
was 17.5% for 2019 compared with (1.2)% for 2018.  The positive
impact on gross profit (loss) can be attributed to more favorable
pricing when taking into account the fixed costs involved in the
Company's projects.

Selling, general and administrative expenses for 2019 increased
$3.6 million compared with 2018.  The increase was primarily
attributable to $11.5 million of costs related to the SEC and
internal investigations and $1.1 million of additions to the
Company's provision for doubtful accounts, partially offset by a
$10.2 million decrease in equity compensation costs.

Gain on sale of property and equipment for 2019 increased $5.7
million compared with 2018 primarily due to the recognition of a
gain of $4.5 million related to the sale of substantially all of
our assets in Australia in November 2019.

Other expense, net for 2019 increased $3.2 million compared with
2018 primarily due to a $7.0 million loss on extinguishment of
long–term debt and a $0.8 million increase in interest expense
offset by a $3.0 million decrease in foreign currency loss and a
$1.6 million increase in other income.  Of the $0.8 million
increase in interest expense, $4.6 million related to increased
interest expense from the 2023 Notes that were issued in October
2018 offset by $2.1 million of decreased interest expense from the
repayment of the Company's 10% Senior Notes due 2019 at maturity in
September 2019 and the purchase money facility used to acquire
certain assets from GEOK and $1.7 million related to decreased
amortization of debt issuance costs primarily from the extension of
its senior loan facility in February 2019.  The $3.0 million
decrease in foreign currency loss relates to changes in foreign
currency losses in Canada, Brazil and Colombia.  The $1.6 million
increase in other income is primarily related to the increase in
royalty income related to the Company's acquisition of certain
assets from GEOK.

Income taxes for 2019 increased $8.3 million compared with 2018
primarily due to fluctuations in earnings among the various
jurisdictions in which the Company operates, offset by increases in
valuation allowances and increases in foreign tax rate
differentials.  The Company's effective tax rates in 2019 and 2018
were (56.8%) and 0.2%, respectively.  The Company's effective tax
rates differ from its U.S. statutory rate due to the effects of
differences between U.S. and foreign tax rates, net of federal
benefit, and recording of the valuation allowance against U.S. and
foreign deferred tax assets.

As of Dec. 31, 2019, the Company had $142.21 million in total
assets, $166.60 million in total current liabilities, $7.14 million
in long-term debt, $4.28 million in other long-term liabilities,
and a tota stockholders' deficit of $35.81 million.

SAExploration stated, "Demand for our services depends upon the
level of spending by oil and natural gas companies for exploration,
production, development and field management activities which
depend, in part, on oil and natural gas supplies and prices.  The
markets for oil and natural gas have historically been volatile and
are likely to continue to be so in the future.  In addition to the
market prices of oil and natural gas, our customers' willingness to
explore, develop and produce depends largely upon prevailing
industry conditions that are influenced by numerous factors over
which our management has no control.  A decline in oil and natural
gas exploration activities and commodity prices, as has occurred
over the last several years, has adversely affected the demand for
our services and our results of operations."

Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the
Company's auditor since 2014, issued a "going concern"
qualification in its report dated April 13, 2020 citing that
the Company has experienced recurring losses from operations and
has been unable to renegotiate its expiring senior loan facility
which raises substantial doubt about its ability to continue as a
going concern.

                      Misappropriation of Funds

The Company stated that its former chief financial officer and
general counsel misappropriated $0.3 million and $1.1 million in
2019 and 2018, respectively.

Brent Whiteley, the Company's former chief financial officer and
general counsel, owns and controls RVI Consulting, Inc.  In 2019
and 2018, RVI billed the Company $0.3 million and $1.1 million,
respectively, for legal and professional services that were
determined to be a misappropriation of funds from the Company.

Mr. Whiteley, or an immediate family member of Mr. Whiteley, is an
owner of Woodstone Builders LLC which provided the Company
construction services.  In both 2019 and 2018, the Company
capitalized $0.1 million for certain leasehold improvements
constructed by Woodstone.

A member of the Company's operations management team owns Inupiate
Resources LLC which provides the Company with certain specialty
personnel.  In 2019 and 2018, the Company incurred $0.3 million and
$0.1 million, respectively, in expenses associated with contract
labor.

A full-text copy of the Form 10-K is available for free at:

                     https://is.gd/3UB0E0

                   About SAExploration Holdings

SAExploration Holdings -- http://www.saexploration.com/-- is an
international oilfield services company offering a full range of
vertically-integrated seismic data acquisition, data processing and
interpretation, and logistical support services throughout North
America, South America, Asia Pacific, Africa, and the Middle East.
In addition to the acquisition of 2D, 3D, time-lapse 4D and
multi-component seismic data on land, in transition zones and
offshore in depths reaching 3,000 meters, SAE offers a full suite
of data processing and interpretation services utilizing its
proprietary, patent-protected software, and also provides in-house
logistical support services, such as program design, planning and
permitting, camp services and infrastructure, surveying, drilling,
environmental assessment and reclamation, and community relations.
SAE operates crews around the world, performing major projects for
its blue-chip customer base, which includes major integrated oil
companies, national oil companies and large independent oil and gas
exploration companies. With its global headquarters in Houston,
Texas, SAE supports its operations through a multi-national
presence in the United States, United Kingdom, Canada, Peru,
Colombia, Bolivia, Malaysia, and Singapore.


SALLY BEAUTY: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed all its ratings on Denton, Texas-based beauty supply
retailer and distributor Sally Beauty Holdings Inc. (SBH),
including the 'BB-' issuer credit rating.

"The outlook revision reflects our view that SBH's earnings
prospects are meaningfully weaker and we expect credit metrics to
significantly deteriorate this year.   SBH recently announced the
temporary closure of all its stores across North America from March
23 through at least April 9, 2020. We believe closures could
continue for an extended period of time given the increasingly
drastic actions governments are taking to quell the rapid rise in
new COVID-19 cases," S&P said.

The negative outlook reflects S&P's expectation that operating
performance will remain pressured over the next several quarters.
S&P bases its view on its forecast for decelerating economic growth
and discretionary consumer spending in North America because of the
coronavirus pandemic.

"We could lower the rating if SBH cannot recover from the effects
of pandemic or the subsequent recessionary macroeconomic
environment is more severe and prolonged than we currently expect,
such that we expect FFO to debt to decline below 20% at the end of
fiscal 2021," S&P said.

"We could revise the outlook to stable if operating trends
significantly improve, such that we expect FFO to debt to remain
above 20% on a sustained basis. Under this scenario, the company
would report stable top-line and margin trends at both business
segments. In addition, we would have to believe that macroeconomic
conditions are more stable and the threat of the coronavirus
pandemic has subsided," the rating agency said.


SEAFARER EXPLORATION: D. Brooks Raises Going Concern Doubt
----------------------------------------------------------
Seafarer Exploration Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $2,309,165 on $14,000 of revenue for the year ended
Dec. 31, 2019, compared to a net loss of $1,277,184 on $0 of
revenue for the year ended in 2018.

The audit report of D. Brooks and Associates CPA's, P.A., states
that the Company suffered recurring losses from operations and has
a significant accumulated deficit. In addition, the Company
continues to experience negative cash flows from operations. These
factors raise substantial doubt about the Company’s ability to
continue as a going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $1,064,493, total liabilities of $1,271,020, and a total
stockholders' deficit of $206,527.

A copy of the Form 10-K is available at:

                       https://is.gd/iLwkF9

Seafarer Exploration Corp. intends to engage in the archaeological
research, archaeologically-sensitive exploration, and recovery and
conservation of historic shipwrecks.  It also focuses on the
archival research and translation of historical documents from
archives and repositories worldwide.  The company was incorporated
in 2003 and is headquartered in Tampa, Florida.


SOUTHWESTERN ENERGY: S&P Downgrades ICR to 'BB-'; Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Houston-based exploration and production (E&P) company Southwestern
Energy Co. to 'BB-' from 'BB'. S&P also lowered its issue-level
ratings on the company's unsecured debt to 'BB-' from 'BB'
(recovery rating: '3').

"We forecast that weak prices for natural gas and natural gas
liquids (NGLs) will hurt Southwestern's cash flow and leverage
metrics through next year. Southwestern has about 83% of its
natural gas production for 2020 hedged 43% through swaps and about
35% through three-way collars. However, we expect cash flow and
leverage ratios to weaken due to the company's exposure to market
prices on its unhedged production," S&P said.

The negative outlook reflects S&P's view that Southwestern's credit
measures will be weak for the 'BB-' rating, including funds from
operations (FFO) to debt in the low-20% area and debt to EBITDA of
more than 3x over the next two years. While S&P expects the
company's capital spending to decline next year, the rating agency
expects it to exceed internally generated cash flow.

"We could lower our issuer credit rating on Southwestern if we
forecast that its leverage will weaken over the next two years such
that its projected FFO to debt drops below 20% while its debt to
EBITDA rises above 4x on a sustained basis. Such a scenario would
also breach the leverage covenant in Southwestern's credit
agreement and the company would need to seek a waiver or amendment
from its banks to retain access to the facility. Credit measures
could weaken Southwestern's drilling costs exceed our expectations
or if its natural gas and NGL price realizations deteriorate," S&P
said.

"We could revise our outlook on Southwestern to stable if it
improves its leverage measures, including projected FFO to debt
closer to 30% and a debt-to-EBITDA ratio approaching 3x on a
sustained basis. The company could achieve these credit metrics if
it meets its natural gas production targets while containing costs
and achieving improved gas price realizations," the rating agency
said.


SPIRIT AEROSYSTEMS: Moody's Cuts CFR to Ba3 & Unsec. Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded certain of its ratings for
Spirit AeroSystems, Inc., including the company's corporate family
rating (CFR, to Ba3 from Ba2) and probability of default rating (to
Ba3-PD from Ba2-PD), and the senior unsecured debt rating (to B1
from Ba2). Moody's confirmed its Baa3 senior secured debt rating
and assigned a Ba2 rating to the company's new senior secured
second lien notes, the net proceeds from which will primarily be
used to pay down revolver borrowings. The company's SGL-3
speculative grade liquidity rating remains unchanged. Its actions
conclude the review for downgrade that began on December 20, 2019.
The ratings outlook is negative.

RATINGS RATIONALE

The downgrades primarily reflect Moody's expectation that the
coronavirus outbreak will meaningfully disrupt commercial air
traffic for at least the balance of 2020 and into 2021, if not
beyond. This will result in deferred aircraft orders and reduced
manufacturing throughout for Spirit and the broader commercial
aerospace supply chain. Over the next few years, Moody's
anticipates lower production rates than previously contemplated for
key narrow body platforms such as the 737 MAX and A320, and
important widebody platforms such as the 787, 777, 767, A350 and
A330. These lower rates will pressure Spirit's earnings and cash
flow profile and will result in a set of key credit metrics more
consistent with the revised Ba3 rating level once the industry
begins to normalize again.

The Ba3 corporate family rating broadly reflects Spirit's
considerable scale as a strategically important supplier in the
aerostructures market, as well as the company's strong competitive
standing supported by its life-of-program production agreements and
long-term requirements contracts on key Boeing and Airbus
platforms. These considerations are tempered by a high degree of
platform and customer concentration, and associated financial and
operational risk relating to both the MAX production halt and the
coronavirus crisis, with particular acuteness of adverse impact in
the first half of 2020 and a slow recovery thereafter.

The Baa3 rating for Spirit's senior secured notes due 2026 reflects
the security pledge that was recently granted to holders of this
debt consistent with the underlying terms and conditions of their
related bond indenture, including the provisioning of such security
interest on an equal and ratable basis with lenders under Spirit's
revolving and term loan credit agreement to the extent awarded
thereto, which has now occurred. The Ba2 rating for the new senior
secured second lien notes reflects their second priority claim in
substantially all assets of the company, behind the aforementioned
first lien claims but ahead of unsecured creditors with respect to
value realized therefrom in the context of the company's
consolidated capitalization. The B1 rating for the company's senior
unsecured notes, which do not benefit from the same negative pledge
provisions that 2026 noteholders did, reflect the unsecured nature
of these claims behind a large and growing amount of secured
obligations and the likelihood that recovery rates for these
unsecured creditors will be well below that of secured creditors in
a distress scenario.

The rapid and widening spread of the coronavirus outbreak, the
deteriorating global economic outlook, falling oil prices and asset
price declines are creating a severe and extensive credit shock
across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The aerospace
sector has been adversely affected by the shock given its exposure
to the airline industry and the heightened volatility of the same
to consumer demand and market sentiment. More specifically,
Spirit's weakening financial flexibility and exposure to commercial
aerospace leave it vulnerable to shifts in market sentiment in
these unprecedented operating conditions, and the company remains
vulnerable to the outbreak continuing to spread. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Its actions reflect the impact on Spirit of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

The negative outlook incorporates Moody's expectation of
fundamentally lower production rates for the majority of Spirit's
commercial aerospace platforms over the next few years. This will
result in meaningful revenue and earnings pressures and an
across-the-board weakening of key credit measures.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Factors that could lead to an upgrade of ratings include an
improved liquidity profile characterized by expectations of
consistent positive free cash generation, substantial cash balances
and near-full availability on the revolving credit facility.
Expectations of more steady and predictable operating performance,
and less volatile earnings and cash flows would also be
prerequisites for any ratings upgrade.

Factors that could lead to a ratings downgrade include if the MAX
grounding continues into late-2020 or Spirit and Boeing do not
resume production in the second half of 2020. Unanticipated
cancellations or deferrals of MAX orders by airline customers
beyond what is already contemplated or an expectation of further
weakening in the earnings and/or cash flows of Spirit could also
result in downward ratings pressure. Failure to restore and
maintain a healthy level of unused availability under the committed
bank revolving credit facility or an anticipated breach of
financial covenants could result in downward ratings action.

The following is a summary of its rating actions:

Issuer: Spirit Aerosystems, Inc.

Assignments:

Issuer: Spirit Aerosystems, Inc.

Senior Secured Regular Bond/Debenture (Local Currency), Assigned
Ba2 (LGD3)

Confirmations:

Issuer: Spirit Aerosystems, Inc.

Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD2)

Downgrades:

Issuer: Spirit Aerosystems, Inc.

Corporate Family Rating (Local Currency), Downgraded to Ba3 from
Ba2, previously on review for Downgrade

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD,
previously on review for Downgrade

Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD5)
from Ba2 (LGD3), previously on review for Downgrade

Outlook Actions:

Issuer: Spirit Aerosystems, Inc.

Outlook, Changed to Negative from Rating Under Review

Headquartered in Wichita, Kansas, Spirit AeroSystems, Inc., is a
subsidiary of publicly traded (NYSE: SPR) Spirit AeroSystems
Holdings, Inc. The company designs and manufacturers aerostructures
for commercial aircraft. Components include fuselages, pylons,
struts, nacelles, thrust reversers and wing assemblies, principally
for Boeing but also for Airbus and others. Revenues for the last
twelve months ended December 31, 2019 were approximately $7.9
billion.

The principal methodology used in these ratings was Aerospace and
Defense Industry published in March 2018.


STONEMOR PARTNERS: S&P Lowers ICR to 'CCC' on Liquidity Risks
-------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on StoneMor
Partners L.P. to 'CCC'. S&P maintained the 'CCC+' issue-level
rating for the payment-in-kind (PIK) debt and revised the recovery
rating to '2' from '3', reflecting the lower debt outstanding at
default due to expected debt paydown with the proceeds from recent
asset sales.

S&P believes there is an increased likelihood for a default within
the next 12 months. The rating agency sees significant risk for a
default due to its expectation for persistent cash flow deficits
over the next few years. Under the amended indenture, StoneMor will
be again subject to an interest coverage covenant test with
quarterly step-ups starting in the fourth quarter of 2020. The
company must execute its cost-cutting plan flawlessly in order to
pass this ratio test. In addition, S&P believes the company's slim
liquidity will barely cover expenses in 2020 even with expected
equity infusion. The company ended 2019 with $35 million in
unrestricted cash, but S&P expects cash interest alone to be $27
million for 2020. The rating agency also expects the company to
produce breakeven EBITDA at best and that working capital will be
an outflow. While the company can temporarily reduce capital
expenditures, doing so will also lead to even lower sales as
potential customers may avoid cemeteries that aren't well
maintained. If the shareholder refuses to provide even more
liquidity, a debt restructuring becomes more possible within the
next 12 months.

The negative outlook reflects the risk for default due to another
covenant breach within the next 12 months (especially as the
company will be again subject to an interest coverage ratio test
with quarterly step-ups starting in the fourth quarter of 2020),
and the risk that it cannot meet its debt obligations due to very
limited liquidity, and persistent cash flow deficits.

"We could lower the rating if the company's cash flow deficits
remain such that we believe it cannot comply with interest coverage
ratio test starting in the fourth quarter of 2020, and there is a
greater risk of a debt restructuring. We could also lower the
rating if we no longer believe its largest shareholder will provide
equity infusion," S&P said.

"Although it is unlikely during the next 12 months, we could
consider a stable outlook if the company's cost-cutting plan is
successful, and if it stabilizes its topline, such that we expect
positive EBITDA that should at least cover cash interest expense on
a sustained basis. In addition, we need to be more certain that
StoneMor's liquidity will improve to a level that will comfortably
satisfy its minimum interest coverage covenant," S&P said.


SUPERCONDUCTOR TECHNOLOGIES: Marcum LLP Raises Going Concern Doubt
------------------------------------------------------------------
Superconductor Technologies Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $9,229,000 on $545,000 of total revenues for the year
ended Dec. 31, 2019, compared to a net loss of $8,131,000 on
$1,556,000 of total revenues for the year ended in 2018.

The audit report of Marcum LLP states that the Company has a
significant working capital deficiency, has incurred significant
losses and has the need to raise additional funds to meet its
obligations and sustain is operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $2,482,000, total liabilities of $979,000, and a total
stockholders' equity of $1,503,000.

A copy of the Form 10-K is available at:

                       https://is.gd/2Oou7A

Superconductor Technologies Inc., together with its subsidiaries,
develops, produces, and commercializes high temperature
superconductor materials and related technologies in the United
States. It is also involved in developing Conductus(R)
superconducting wire for power applications.  The company was
founded in 1987 and is headquartered in Austin, Texas.


SUSGLOBAL ENERGY: SF Partnership LLP Raises Going Concern Doubt
---------------------------------------------------------------
SusGlobal Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$2,895,185 on $1,384,193 of revenue for the year ended Dec. 31,
2019, compared to a net loss of $3,894,016 on $1,000,106 of revenue
for the year ended in 2018.

The audit report of SF Partnership, LLP states that the Company has
experienced operating losses since inception and expects to incur
further losses in the development of its business. These
conditions, along with other matters as set forth in Note 2, raise
substantial doubt about Company’s ability to continue as a going
concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $5,707,343, total liabilities of $8,911,361, and a total
stockholders' deficiency of $3,204,018.

A copy of the Form 10-K is available at:

                       https://is.gd/4heeLO

SusGlobal Energy Corp., a renewable energy company, focuses on
acquiring, developing, and monetizing a portfolio of proprietary
technologies in the waste to energy application.  The Company was
founded in 2014 and is headquartered in Toronto, Canada.


TARONIS TECHNOLOGIES: Signs $1.3 Million Securities Purchase Deal
-----------------------------------------------------------------
Taronis Technologies, Inc., entered into a securities purchase
agreement with an accredited investor pursuant to which the Company
agreed to issue and sell to the Investor, and the Investor agreed
to purchase from the Company 10,950,000 shares of the Company's
Common Stock, par value $0.001 per share, for a total gross
purchase price of $1,344,660.  The closing of the Offering was
contemplated to occur on April 14, 2020.  The SPA contains
customary representations, warranties and agreements by us and
customary conditions to closing.

The sale of the common stock at a price of $0.1228 per share is
being made pursuant to a prospectus supplement, which will be filed
with the Securities and Exchange Commission on or about April 14,
2020, and accompanying base prospectus relating to the Company's
shelf registration statement on Form S-3 (File No. 333-230854),
which was declared effective by the SEC on April 24, 2019.

                           Warrant

In connection with the SPA, the Company granted the Investor
Warrants to purchase up to 10,950,000 shares of Common Stock,
representing 100% of the total number of shares of common stock
sold under the SPA.  The Warrants will be exercisable beginning on
the Initial Exercise Date, in whole or in part, at an exercise
price of $0.15 per share.  The Warrants will be exercisable for 12
months following the Initial Exercise Date.  Assuming full exercise
of the Warrants the Company would receive gross proceeds of
$1,642,500.

If after 90 days after the Initial Exercise Date there is no
effective registration statement registering, or no current
prospectus is available for the resale of, the Warrant Shares, the
Investor may exercise the Warrants by means of a "cashless
exercise".  Subject to limited exceptions, a holder of Warrants
will not have the right to exercise any portion of its Warrants if
such holder, together with its affiliates, would beneficially own
in excess of 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to such exercise.  The
Exercise Price and number of Warrant Shares issuable upon the
exercise of the Warrants will be subject to adjustment in the event
of any stock dividends, forward or reverse stock split,
recapitalization, reorganization or similar transaction, as
described in the Warrants.

                     About Taronis Technologies

Clearwater, Florida-based Taronis Technologies Taronis
Technologies, Inc. (TRNX) is a technology-based company that is
focused on addressing the global constraints on natural resources,
including fuel and water.  The Company's two core technology
applications -- renewable fuel gasification and water
decontamination/sterilization -- are derived from its patented and
proprietary Plasma Arc Flow System.  The Plasma Arc Flow System
works by generating a combination of electric current, heat,
ultraviolet light and ozone, that affects the feedstock run through
the system to create a chosen outcome, depending on whether the
system is in "gasification mode" or "sterilization mode".  The
Company operates 22 locations across California, Texas, Louisiana,
and Florida.

Taronis reported a net loss of $15.04 million in 2018 following a
net loss of $11.02 million in 2017.  As of Sept. 30, 2019, Taronis
had $47.76 million in total assets, $11.49 million in total
liabilities, and $36.27 million in total stockholders' equity.

Marcum LLP, in New York, NY, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated April
12, 2019, citing that the Company has incurred significant losses,
continued to have negative cash flows from its operating
activities, and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


TENNECO INC: S&P Cuts ICR to 'B'; Ratings on Watch Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Tenneco Inc.
to 'B' from 'B+', its issue-level rating on the company's senior
secured term loan to 'B' from 'B+', and its issue-level rating on
the company's unsecured notes to 'B-' from 'B'. S&P's '3' (rounded
estimate: 50%) recovery rating on the term loan and '5' (rounded
estimate: 20%) recovery rating on the unsecured notes are
unchanged.

At the same time, S&P placed all of its ratings on Tenneco on
CreditWatch with negative implications.

Governments have implemented unprecedented containment actions to
slow the spread of the coronavirus, including shutting down many
businesses.  Major automakers have announced they are halting
production to protect their workers and support the containment
effort. Therefore, Tenneco is withdrawing its 2020 financial
outlook. The company is reducing overall salary costs by at least
25% in the second quarter of this year and, after that, the company
plans to reduce these costs by at least 10% from the original
levels for the rest of 2020. It also plans to decrease its salaried
workforce and cut capital expenditures (capex) to under $400
million in 2020 versus previous guidance of between $610 million to
$650 million.

Environmental, social, and governance (ESG) factors relevant to the
rating action

Environmental, Social, and Governance (ESG) Credit Factors for this
Credit Rating change: Health and safety factors related to the
Coronavirus pandemic.

"We consider environmental concerns related to global climate
change to be a relevant factor in assessing Tenneco's credit risk.
The automotive industry must comply with increasingly stringent
greenhouse gas emission regulations. Tier one suppliers such as
Tenneco need to invest in research and development to create
solutions that will help automakers comply with global emissions
regulations. The suppliers must also undertake capex to prepare for
and support automakers' future model launches. Therefore, we expect
the company to spend about 2% of its annual revenue on research and
development and 3.5% to 4% for capex in current and future years
because these expenses are necessary for Tenneco to remain
competitive," S&P said.

"We view Tenneco's management and governance as satisfactory, which
reflects its success in implementing its strategic plans, its
operational expertise, and the depth and breadth of its management
team," the rating agency said.

CreditWatch

The negative CreditWatch placement reflects S&P's view that there
is at least a 50% chance it will lower its ratings on Tenneco by
one notch if the company's plants remain idle for longer than the
rating agency expects, causing the company's cash flow generation
to turn negative, eroding its liquidity, and increasing its debt
leverage with no signs of an imminent improvement. The length of
the shutdown will depend on how soon the coronavirus curve
flattens, how soon governments relax restriction on movements, and
how soon consumers regain confidence to purchase big-ticket items
such as vehicles after the pandemic ends.


TEREX CORP: S&P Downgrades ICR to 'BB-'; Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on heavy
equipment manufacturing company Terex Corp. to 'BB-' from 'BB'. The
outlook is negative.

In addition, S&P lowered its rating on the company's senior secured
term loan to 'BB+' from 'BBB-' and its rating on its senior
unsecured notes to 'BB-' from 'BB'. S&P's recovery ratings are
unchanged.

The economic fallout of the coronavirus pandemic will weaken
Terex's credit metrics in 2020.

Customer sentiment turned negative during the second half of 2019
due to slowing global industrial markets. S&P believes the
macroeconomic picture has worsened, with almost all Americans
either under shelter-in-place orders or being urged to stay at home
in a concerted effort to contain the spread of the new coronavirus.
This has led to a sudden drop in economic activity, including
construction, across the country. S&P forecasts nonresidential
construction will fall by 11.8% in 2020. The impact in Europe could
be of a similar magnitude. Although Terex entered the downturn (S&P
believes the U.S. economy is already in recession) with a healthy
balance sheet and S&P-adjusted leverage of 2.1x, at Dec. 31, 2019,
the rating agency believes the company's debt leverage will
increase significantly in 2020.

The negative outlook on Terex reflects the uncertainty in the
economic environment and the potential for end-market demand and/or
operating performance to be weaker than S&P expects in its base
case and prospects for a significant rebound in 2021 to be poor.

"We could lower our ratings on Terex if we expect the company's
adjusted debt to EBITDA will remain above 5x for a sustained
period. This could occur if the depth or duration of the demand
slowdown is more significant than we anticipate in our base case.
We could also lower the rating if it seems likely that the company
will draw more than 30% of its revolver and not be in compliance
with its springing covenant," S&P said.

"We could revise the outlook to stable if we believe it is likely
that adjusted leverage will revert to below 5x over the next 12
months. This could occur if a quick rebound in demand seems
imminent. We would also need to expect the company to continue to
have sufficient liquidity to operate its business and maintain
headroom of at least 15% under all applicable covenants," S&P said.


TOUGHBUILT INDUSTRIES: Marcum LLP Raises Going Concern Doubt
------------------------------------------------------------
Toughbuilt Industries, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss (attributable to common stockholders) of $4,300,969 on
$19,090,071 of total revenues (net of allowances) for the year
ended Dec. 31, 2019, compared to a net loss (attributable to common
stockholders) of $32,299,407 on $15,289,400 of total revenues (net
of allowances) for the year ended in 2018.

The audit report of Marcum LLP states that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Dec. 31, 2019, showed total assets
of $10,469,625, total liabilities of $7,243,132, and a total
shareholders' equity of $3,226,493.

A copy of the Form 10-K is available at:

                       https://is.gd/LQ7Naf

Toughbuilt Industries, Inc., designs, manufactures, and distributes
home improvement and construction products for the building
industry in the United States and internationally.  The company
offers tool pouches, tool rigs, tool belts and   accessories, tools
bags, totes, various storage solutions, and office organizers/bags
for laptop/tablet/cellphones, etc.; and kneepads.


TPC GROUP: S&P Lowers ICR to 'B-' on Reduced Demand; Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on TPC Group
Inc. to 'B-' from 'B' and removed it from CreditWatch with negative
implications. The outlook is negative.

At the same time, S&P is lowering its issue-level rating on the
company's senior secured notes to 'B-' from 'B' and removing it
from CreditWatch. The recovery rating remains '4', indicating S&P's
expectation of average (30%-50%; rounded estimate: 30%) recovery in
the event of a payment default.

The downgrade reflects S&P's expectation that economic recessions
in many parts of the world, including the U.S., will depress TPC's
EBITDA and deteriorate credit metrics in 2020.   This follows TPC's
plant explosion at Port Neches on Nov. 27, 2019, which already led
to uncertainty around the company's EBITDA in 2020 and beyond. S&P
believes TPC will continue to receive insurance proceeds, however
the determination of business interruption proceeds is unknown,
weakening earnings expectations in 2020. In addition, the company's
butadiene business will be impaired by the numerous auto plant
shutdowns as the result of the COVID-19 outbreak, weakening demand
for the company's products and increasing leverage for 2020.

The negative outlook on TPC Group reflects the potential for
weakening earnings and credit measures in excess of what S&P
assumed in its base case. S&P's economic assumptions include a
contraction in U.S. GDP of 1.3% in 2020 and an approximate 22% drop
in U.S. light vehicle sales. However, the rating agency expects
lower C4 processing volumes because of the Port Neches plant
explosion and headwinds facing the auto markets, leading to less
demand for synthetic rubber manufacturing. In its base-case
scenario, S&P expects company weighted-average debt to EBITDA
between 6x and 7x on a sustained basis.

"We could lower the rating within the next 12 months if the global
macroeconomic slowdown is more severe and longer lasting than our
current base case, extending demand and price weakness for TPC's
products. We could lower the ratings if insurance costs materially
increase or if proceeds from insurance claims are materially less
than expected, which could weaken the company's liquidity position.
We could also lower the rating if there are unexpected operating
issues at the company's Houston facility, leading to a 200 basis
point (bps) decrease in margins, resulting in debt to EBITDA above
8x for consecutive quarters. We could also take a negative rating
action if the company pursues large debt-funded dividends or
acquisitions," S&P said.

"We could revise our outlook to stable in the next 12 months if
global macroeconomic activity rebounds faster than expected and TPC
expands profitability, while receiving business interruption
insurance proceeds in a timely manner. We could revise the outlook
if we expect the company to maintain debt to EBITDA in the 6x-7x
range, even after accounting for expected volatility. This could
occur if there is sustained healthy demand in key end markets such
as automotive with little evidence of a long-term effect on
demand," S&P said.


TPT GLOBAL: Reports 2019 Net Loss of $14 Million
------------------------------------------------
TPT Global Tech, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$14.03 million on $10.21 million of total revenue for the year
ended Dec. 31, 2019, compared to a net loss of $5.38 million on
$937,069 of total revenues for the year ended Dec. 31, 2018.

As of Dec. 31, 2019, the Company had $15.45 million in total
assets, $34.25 million in total liabilities, and a total
stockholders' deficit of $18.79 million.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the
Company's auditor since 2016, issued a "going concern"
qualification in its report dated April 14, 2020 citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency which raise substantial doubt about its ability
to continue as a going concern.

Cash flows generated from operating activities were not enough to
support all working capital requirements for the years ended
Dec. 31, 2019 and 2018.  Financing activities have helped with
working capital and other capital requirements.  The Company used
$328,251 and $916,407, respectively, in cash for operations for the
years ended Dec. 31, 2019 and 2018.  Cash flows from financing
activities were $1,390,538 and $871,199 for the same periods.

On Feb3 25, 2020, the Company entered into another factoring
agreement with Advantage Capital Funding.  The balance to be
purchased and sold is $716,720 for which the Company received
$500,000, net of fees.  Under the 2020 Factoring Agreement, the
Company will pay $14,221 per week for 50 weeks.

On Feb. 14, 2020, the Company agreement to a Secured Promissory
Note with a third party for $90,000.  The Secured Promissory Note
is secured by the assets of the Company and is due June 14, 2020 or
earlier in case the Company is successful in raising other monies
and carries an annual interest charge of 10% payable with the
principal.  The Secured Promissory Note is also convertible at the
option of the holder into an equivalent amount of Series D
Preferred Stock.

TPT Global said, "In order for us to continue as a going concern
for a period of one year from the issuance of these financial
statements, we will need to obtain additional debt or equity
financing and look for companies with cash flow positive operations
that we can acquire.  There can be no assurance that we will be
able to secure additional debt or equity financing, that we will be
able to acquire cash flow positive operations, or that, if we are
successful in any of those actions, those actions will produce
adequate cash flow to enable us to meet all our future obligations.
Most of our existing financing arrangements are short-term.  If we
are unable to obtain additional debt or equity financing, we may be
required to significantly reduce or cease operations.

"We expect to need $54,000,000 in capital or loans to complete our
plans and operations.  Our sources of capital are loans and sales
of equity from common or preferred stock.  We have no commitments
for loans or equity sales at this date."

A full-text copy of the Form 10-K is available for free at:

                        https://is.gd/DatlpE

                       About TPT Global Tech

TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a Technology/Telecommunications Media Content Hub for Domestic and
International syndication and also provides Technology solutions to
businesses domestically and worldwide.  TPT Global offers Software
as a Service (SaaS), Technology Platform as a Service (PAAS),
Cloud-based Unified Communication as a Service (UCaaS) and
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT's cloud-based UCaaS services allow businesses of any size to
enjoy all the latest voice, data, media and collaboration features
in today's global technology markets. TPT's also operates as a
Master Distributor for Nationwide Mobile Virtual Network Operators
(MVNO) and Independent Sales Organization (ISO) as a Master
Distributor for Pre-Paid Cellphone services, Mobile phones
Cellphone Accessories and Global Roaming Cellphones.


TRANSACT HOLDINGS: S&P Lowers ICR to 'CCC+'; Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Transact
Holdings Inc. to 'CCC+' from 'B-'. The outlook is negative. At the
same time, S&P lowered its rating on the company's first-lien term
loan to 'B-' from 'B'. The recovery rating remains '2'.

The downgrade reflects S&P's expectation that Transact's revenues
and liquidity will decline severely in 2020 due to the
unprecedented operational challenges faced by the higher education
system as a result of the COVID-19 pandemic. Even though Transact
serves the broader education industry, which is traditionally a
noncyclical and recession-proof market, S&P anticipates a portion
of the company's transaction-based revenue (about 43% of total as
of Sept. 30, 2019) and integrated hardware revenues (14%) to come
under pressure as a result of minimal campus activities from school
closures that may extend to the end of the year and potentially
followed by lower information technology (IT) spending by
universities. Therefore, S&P anticipates the company's profit will
decline, resulting in significantly higher leverage in the next 12
months from 9.3x as of Sept. 30, 2019. Cash balance amounted to
$7.2 million. Total revolver capacity of $45 million is subject to
an incurrence first-lien leverage test of 7.75x when borrowings
reach 50% at quarters ending on June 30, and 35% at the end of
remaining quarters. The company has yet to furnish the compliance
test given limited draw. However, the company's cash flows are
seasonal and correspond to tuition collection periods with the June
quarter being the peak borrowing season and higher cash flow
generation during the September cycle. Given the uncertain
operating environment, S&P anticipates severely pressured top line
and EBITDA base will constrain the company's ability to utilize its
revolver, pressuring its liquidity. S&P estimates the company's
near-term liquidity needs are capital expenditures (capex)
estimated at $1.5 million and debt amortization about $2.6 million,
and working capital fluctuations. S&P's EBITDA and capex are both
adjusted for expensing capitalized software costs.

The negative outlook reflects S&P's assessment that the company is
vulnerable and dependent upon favorable business, financial, and
economic conditions to meet its financial commitments. The issuer's
financial commitments appear to be unsustainable in the long term,
although the issuer may not face a near term (within 12 months)
credit or payment crisis.

"We could lower our issuer credit rating on the company if we
believe it would face a liquidity event, including but not limited
to a covenant breach, or the likelihood of a distressed debt
exchange or debt restructuring increases within 12 months," S&P
said.

"We could revise the outlook to stable if the operating environment
shows signs of improvement and we expect the company will have
sufficient funds to meet debt services and maintain adequate
covenant headroom beyond a one-year period," the rating agency
said.


TRANSDIGM INC: Moody's Rates $400MM Add-on Sec. Notes 'Ba3'
-----------------------------------------------------------
Moody's Investors Service rated TransDigm Inc.'s planned $400
million add-on to its senior secured notes due 2026 Ba3 and placed
the rating on review for downgrade. All other ratings, including
the company's B1 corporate family rating and B1-PD probability of
default rating, as well as the Ba3 ratings for its senior secured
bank credit facilities and existing senior secured notes and the B3
ratings for its senior subordinated notes, are unchanged and remain
on review for downgrade. Net proceeds from the new secured notes
offering will be used to bolster cash on-hand and backstop
liquidity.

RATINGS RATIONALE

The B1 corporate family rating balances an aggressive financial
policy, considerable tolerance for risk and elevated financial
leverage against TransDigm's strong competitive standing, supported
by the proprietary and sole-sourced nature of the majority of its
products. TransDigm pursues an aggressive financial policy that
seeks private equity-like returns with a focus on
shareholder-friendly initiatives that entail cash distributions as
a key priority. Leverage remains highly elevated and the company's
commercial OEM and commercial aftermarket segments seem likely to
face a much more difficult operating environment over the next few
quarters.

The rapid and widening spread of the coronavirus outbreak, the
deteriorating global economic outlook, falling oil prices and asset
price declines are creating a severe and extensive credit shock
across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The aerospace
sector has been adversely affected by the shock given material
disruption in the airline industry which remains highly vulnerable
to consumer demand and market sentiment. More specifically,
TransDigm's highly leverage financial profile coupled with its
direct exposure to ongoing market disruptions given weak commercial
aerospace end markets leave it vulnerable to shifts in market
sentiment in these unprecedented operating conditions, and the
company remains vulnerable to the outbreak continuing to spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its actions reflect the impact on TransDigm of the
breadth and severity of the shock, and the broad deterioration in
credit quality it has triggered.

Moody's review will primarily consider: (1) the likely degree and
duration of the financial impact of the coronavirus crisis on
TransDigm's commercial aftermarket and OEM businesses, including
its forward revenue, earnings and cash flow profile; (2)
TransDigm's ability to reduce its cost structure in the face of
what are likely to be meaningfully lower volumes over the balance
of 2020, and likely 2021, as well; (3) the company's liquidity
profile, including anticipated cash balances, future free cash
generation, the sufficiency of external sources of financing if
needed, and the likelihood of compliance with financial covenants;
and (4) TransDigm's aggressive financial policies by which the
company is governed, and the likely allocation of capital that it
will pursue over the next few quarters.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Factors that could lead to an upgrade of ratings include
debt-to-EBITDA sustained below 5x on a Moody's-adjusted basis
coupled with maintenance of the company's industry leading margins
and a strong liquidity profile.

Factors that could lead to a ratings downgrade include
Moody's-adjusted debt-to-EBITDA remaining in the high-7x range or
an inability or unwillingness to reduce financial leverage back
towards 7x; an inability to continue to make regular price
increases, or expectations of pricing pressure from aftermarket
customers such that EBITDA margins are expected to remain around
40%; or a deteriorating liquidity profile resulting in free cash
flow-to-debt (excluding dividends) dropping below 5%, annual cash
flow from operations sustained below $900 million and/or a reliance
on revolver borrowings.

The following is a summary of its rating actions:

Assignments:

Issuer: TransDigm Inc.

   GTD Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3);
   Placed Under Review for Downgrade

The principal methodology used in this rating was Aerospace and
Defense Industry published in March 2018.

TransDigm Inc., headquartered in Cleveland, Ohio, is a manufacturer
of engineered aerospace components for commercial airlines,
aircraft maintenance facilities, original equipment manufacturers
and various agencies of the US Government. TransDigm Inc. is the
wholly-owned subsidiary of TransDigm Group Incorporated. Revenues
for the twelve-month period ended December 31, 2019 were $5.7
billion.


TRIUMPH HOUSING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Triumph Housing Management, LLC
        8200 Roberts Drive
        Suite 215
        Atlanta, GA 30350

Chapter 11 Petition Date: April 15, 2020

Court: United States Bankruptcy Court
       Northern District of Georgia

Case No.: 20-65578

Debtor's Counsel: Michael D. Robl, Esq.
                  ROBL LAW GROUP LLC
                  3754 LaVista Road
                  Suite 250
                  Tucker, GA 30084
                  Tel: 404-373-5153
                  Email: michael@roblgroup.com

Total Assets: $877,090

Total Liabilities: $8,074,355

The petition was signed by Alex Hertz, manager.

A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free  at
PacerMonitor.com at:

                       https://is.gd/tGPoax


VARSITY BRANDS: Moody's Alters Outlook on B3 CFR to Negative
------------------------------------------------------------
Moody's Investors Service affirmed Varsity Brands Holding Co.,
Inc.'s ratings, including its Corporate Family Rating at B3, its
Probability of Default Rating at B3-PD, and the rating on the
senior secured first lien term loan at B2. The outlook was changed
to negative from stable.

The outlook change to negative reflects the company's high
financial leverage amid school closures across the US in response
to the coronavirus pandemic and the uncertainty around duration of
the outbreak and pace of re-openings once pandemic subsides. Almost
all states have canceled on-premise school instruction, as well as
athletic events, and Moody's expects that some graduation
ceremonies will also be canceled or held online. In addition,
increased unemployment and lower consumer confidence as a result of
the coronavirus outbreak will negatively impact demand for the
company's products. Given anticipated decline in earnings, Moody's
expects financial leverage to increase above 8.0x over the next
6-12 months, and for free cash flow generation to weaken in fiscal
2020.

Moody's affirmed Varsity Brands' ratings because school closings
are not currently expected to extend into the 2020-2021 academic
year, which would meaningfully affect the company's primary selling
season in the summer and fall. Varsity Brands' product diversity
also helps mitigate the risks of temporary school closures, given
some products are somewhat non-discretionary because they are
required to participate in school activities. A resumption of
school activities would provide the company an ability to reduce
leverage and debt taken on to cover the cash burn experienced
during school closures.

Affirmations:

Issuer: Varsity Brands Holding Co., Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)

Outlook Actions:

Issuer: Varsity Brands Holding Co., Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Varsity Brands' B3 CFR reflects its high financial leverage with
debt/EBITDA projected to increase from estimated 7.7x for the
twelve months period ended December 29, 2019. School closures
across the US, along with high unemployment and lower consumer
confidence as a result of the coronavirus outbreak and related job
losses will negatively impact demand for the company's products at
least through the duration of the outbreak. Moody's expects
debt/EBITDA financial leverage to increase above 8.0x over the next
6-12 months, and for free cash flow generation to weaken in fiscal
2020 with a cash burn over the next few quarters above typical
seasonal cash usage. The company's has high seasonality which
causes volatility in operating results, and its mature Herff Jones
business segment faces topline secular headwinds as consumer demand
for affinity products gradually erodes. The rating also reflects
Varsity Brands' solid position within niche school apparel,
athletic and achievement markets and the diversification provided
by the three business segments. The varied school related product
portfolio helps to limit volatility in financial performance,
because of the somewhat non-discretionary nature of products that
are required to participate in school activities. Governance
factors include the company's aggressive financial policies under
private equity ownership, highlighted by high financial leverage
and an acquisitive growth strategy. Varsity Brands' adequate
liquidity reflects Moody's expectations for subdued free cash flow
with higher reliance on its $180 million revolving facility due in
2024, and lack of near-term maturities until its revolver its due,
other than first lien term loan amortization.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The durables
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, the weaknesses in Varsity Brands' credit
profile, including its exposure to US schools, have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and Varsity Brands remains vulnerable to the
outbreak continuing to spread. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. Its action
reflects the impact on Varsity Brands of the breadth and severity
of the shock, and the broad deterioration in credit quality it has
triggered.

The negative outlook reflects the company's high financial leverage
and further downside pressure on the CFR if sales materially
decline as a result of prolonged school closures, cancelled
graduation ceremonies, or cancelled athletic events. The negative
outlook also reflects the uncertainty around the duration of school
closures and the pace or re-openings once the coronavirus pandemic
subsides.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be upgraded if the company's operating results
and free cash flow generation improve driven by sustained organic
revenue growth and EBITDA margin expansion, if debt/EBITDA is
sustained below 7.0x and the company maintains at least adequate
liquidity with less reliance on revolver borrowings. A ratings
upgrade would also require a reopening and resumption of normal
school activities and financial policies that support credit
metrics sustained at the aforementioned levels.

The ratings could be downgraded if operating results deteriorate
beyond Moody's expectations, debt/EBITDA is sustained above 8.0x,
or if there is a deterioration in liquidity for any reason
including negative free cash flow and increasing revolver reliance.
Increasingly aggressive financial policies, such as a large
shareholder dividend, could also result in a ratings downgrade.

Headquartered in Farmers Branch, Texas, Varsity Brands Holding Co.,
Inc., through its affiliates, is a provider of sports, cheerleading
and achievement related products to schools, colleges and youth
organizations in the US. The company operates through its three
complementary businesses: BSN Sports, providing sports apparel and
equipment to schools and consumers; Herff Jones, supplying
graduation-related items and recognition rewards through its
Yearbook and Achievement divisions; and Varsity Spirit, offering
cheerleading uniforms and apparel and hosting cheerleading camps
and competitions. The company was acquired in an LBO transaction by
Bain Capital for a total implied enterprise value of approximately
$2.9 billion, with prior PE owners Charlesbank Capital Partners and
some co-investors expected to retain a minority stake in the
entity. The company generated approximately $2.0 billion of revenue
for the twelve months ended December 28, 2019.

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.


WEWARDS INC: Has $180K Net Loss for Quarter Ended Feb. 29
---------------------------------------------------------
Wewards, Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $179,703 on $0 of revenue for the three months ended
Feb. 29, 2020, compared to a net loss of $347,031 on $0 of revenue
for the same period in 2019.

At Feb. 29, 2020, the Company had total assets of $4,727,776, total
liabilities of $12,547,998, and $7,820,222 in total stockholders'
deficit.

President, Chief Executive Officer and Chief Financial Officer Lei
Pei said, "Although the Company currently has $4,249,099 of cash as
of February 29, 2020, it also has total liabilities of $12,547,998,
has not generated any revenues since inception, and has an
accumulated deficit of $13,011,053.  These conditions, among
others, raise substantial doubt about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at:

                       https://is.gd/8ptM0Z

Wewards, Inc. focuses to provide services for the development and
administration of Websites to support a mobile app that enables
consumers to purchase goods with Future World Group vouchers, and
merchants to sell their goods directly to the users using this
platform.  The Company was formerly known as Global Entertainment
Clubs, Inc. and changed its name to Wewards, Inc. in January 2018.
Wewards was founded in 2013 and is headquartered in Las Vegas,
Nevada.


WICKED WINGS: Seeks Approval to Hire Frank B. Lyon as Attorney
--------------------------------------------------------------
Wicked Wings, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Frank B. Lyon as its
attorney, nunc pro tunc to the petition date on February 20, 2020.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) give the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the continued operation of
its business and management of its property;

     (b) advise the Debtor of its responsibilities under the
Bankruptcy Code and assist with such;
     
     (c) prepare and file the voluntary petition and other
paperwork necessary to commence this proceeding;

     (d) assist the Debtor in preparing and filing the required
Schedules, Statement of Affairs, Monthly Financial Reports, the
Initial Debtor Report and other documents required by the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of this Court and the administrative procedures of the
Office of the United States Trustee;

     (e) represent the Debtor in connection with adversary
proceedings and other contested and uncontested matters, both in
this Court and in other courts of competent jurisdiction,
concerning any and all matters related to these bankruptcy
proceedings and the financial affairs of the Debtor;

     (f) represent the Debtor in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approvals of such sales or refinancing by
this Court; and

     (g) assist the Debtor in the formulation of a plan of
reorganization and disclosure statement, and in taking the
necessary steps in this Court to obtain approval of such disclosure
statement and confirmation of such plan of reorganization.

The attorneys designated to provide the services will be paid at
these hourly rates:

     Frank B. Lyon                   $425
     Legal Assistants                $150

Pre-petition, the Debtor paid Frank B. Lyon the sum of $4,717 of
which $1,832.50 went to pre-petition fees and expenses and $1,717
for the Chapter 11 filing fee, resulting in a retainer of
$1,167.50. Post-petition, the Debtor paid Mr. Lyon $1,000 which has
been added to the retainer, resulting in a retainer balance of
$2,167.50.

Frank B. Lyon attests the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Frank B. Lyon, Esq.
     LAW OFFICES OF FRANK B. LYON
     Two Far West Plaza, Suite 170
     3508 Far West Boulevard
     Austin, TX 78731
     Telephone: (512) 345-8964
     Facsimile: (512) 697-0047
     E-mail: frank@franklyon.com
     
                       About Wicked Wings, LLC

Wicked Wings, LLC, a restaurant operator based in Austin, Texas,
sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-10266)
on February 20, 2020. The petition was signed by Robert Reed, its
manager. At the time of the filing, the Debtor disclosed estimated
assets of between $100,001 and $500,000 and estimated liabilities
of the same range.

Hon. Tony M. Davis is the case judge.

The Debtor hired Frank B. Lyon as its attorney.


WITT RENTAL: Seeks Approval to Hire Jeffrey Colvin as Accountant
----------------------------------------------------------------
Witt Rental, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Ohio to hire Jeffrey Colvin as its
accountant.

The firm will provide these services in connection with the
Debtor's Chapter 11 case:

     (a) aid and assist in the completion of the monthly reports
and accounting necessary to maintain the same;

     (b) consult with and aid in the preparation and implementation
of the financial reports and Exhibits to a plan of reorganization
and the potential tax consequences to the Debtor as a result of
these Chapter 11 proceedings;

     (c) assist the Debtor in the review and establishment of the
amount of the various claims against the Debtor, including the
claims of governmental agencies arising from the pre-petition
operations of the Debtor;

     (d) assist the Debtor in the preparation and timely filing of
all tax returns due;

     (e) generally aid the Debtor in all accounting matters
relating to such bankruptcy proceedings; and

     (f) provide a year end closing, analysis of accounts, journal
entries and miscellaneous support.

The attorneys designated to provide services will be paid at these
hourly rates:

     Jeffrey Colvin                  $35-$75
     Administrative/Clerical Staff   $35-$50

The Debtor states that Mr. Colvin has not been and will not be paid
a retainer for his services.

Jeffrey Colvin attests that the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

The accountant can be reached at:

     Jeffrey Colvin
     269 West Main Street
     Norwalk, OH 44857
     
                       About Witt Rental, Inc.

Witt Rental Inc., a retail company based at 4508 E State Route 113,
Norwalk, Ohio, sought protection under Chapter 11 of the US
Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-30702) on March 11,
2020. At the time of the filing, the Debtor disclosed under $1
million in both assets and liabilities.

Hon. John P. Gustafson is the case judge.

The Debtor tapped Eric R. Neuman, Esq. at Diller and Rice, LLC, as
its counsel and Jeffrey Colvin as its accountant.


WYNN RESORTS: S&P Rates New $350MM Senior Unsecured Notes 'BB-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '3' recovery
ratings to Las Vegas-based Wynn Resorts Finance LLC's proposed $350
million senior unsecured notes due 2025 and placed the ratings on
CreditWatch with negative implications. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 55%) for noteholders in the event of a payment
default. Wynn Resorts Finance LLC is a subsidiary of Wynn Resorts
Ltd.

On March 20, 2020, S&P lowered the issuer credit ratings on Wynn
Resorts Ltd and its subsidiaries, including Wynn Resorts Finance,
to 'BB-' from 'BB'. It also lowered all issue level ratings by one
notch. The downgrade reflects an unprecedented decline in revenue
resulting from the temporary closures of casinos across the U.S.
and significant anticipated stress on revenue and cash flow over
the next several months, and possibly longer. Wynn will generate
negative EBITDA and burn cash for as long as properties are closed.
Additionally, the downgrade reflected continued operating
disruption in Macau from the coronavirus pandemic. Although Wynn's
Macau resorts are open, the company continues to burn cash in Macau
because revenue is severely depressed as a result of travel and
visa restrictions.

All ratings remain on CreditWatch with negative implications. S&P
plans to resolve the CreditWatch placement when it can evaluate how
continued travel and visa restrictions might impact Macau's
visitation and gaming revenue this year, as well as how the U.S.
recession, potential continued social distancing measures, and
lingering travel fears might affect consumer discretionary spending
at the company's casinos in 2020 and 2021. S&P plans to assess how
quickly Wynn Resorts Ltd.'s EBITDA and cash flow generation might
recover later this year and into next year, as well as how quickly
the company's credit measures can recover following a spike in
2020. In the event S&P no longer believes Wynn Resorts Ltd. would
recover in 2021 such that S&P-adjusted leverage would improve to
below 6x, it could lower ratings.

Wynn Resorts Finance plans to use the proceeds from the proposed
issuance for general corporate purposes, specifically to bolster
its liquidity position because its Las Vegas and Boston casinos are
temporarily closed.

The transaction bolsters the company's liquidity, adding about $350
million in cash to the balance sheet.

"Pro forma for the proposed notes issuance, we estimate the company
had about $1.5 billion of liquidity in the U.S. Wynn also has about
$1.8 billion in liquidity in Macau as of March 31, 2020. We believe
the company's U.S. liquidity sources provide sufficient runway to
cover its maximum estimated daily cash burn for about 11 months,
including fixed operating costs and debt service, assuming the
company does not reduce U.S. payroll if casino closures extend past
May 15, 2020. This does not include dividends that Wynn Resorts
Ltd. has historically paid because we believe the company could
elect to suspend dividends to preserve cash if closures are
prolonged. In Macau, the company has sufficient liquidity to cover
its maximum estimated daily cash burn for another 18 months," S&P
said.

Issue Ratings - Recovery Analysis

Key analytical factors:

-- The proposed increase in senior unsecured debt will lower
recovery prospects for unsecured lenders, but it does not change
S&P's current '3' recovery rating. Wynn Resorts Finance has
sufficient coverage in S&P's 50%-70% recovery range to absorb the
incremental unsecured debt. However, the rating agency's rounded
estimate of recovery prospects for unsecured lenders is now 55%,
down from 65%.

-- S&P's simulated default scenario for Wynn Resorts Finance
contemplates a payment default in 2024 (in line with its average
four-year default assumption for 'BB-' rated credits), reflecting
some combination of the following factors: a severe and prolonged
global recession that impairs cash flow across the portfolio of
properties, an inability to refinance its $1.85 billion senior
secured credit facility maturing in 2024, increased competitive
pressures from other casinos on the Las Vegas Strip and in the
northeast U.S., increased borrowing for potential large-scale
development projects, and reduced ability to distribute cash out of
Wynn Macau.

-- Wynn Resorts Finance's lenders benefit from the inclusion of a
pledge of 72% of future dividends from Wynn Macau. Generally, Wynn
Macau is less levered than Wynn Resorts Finance, and S&P assumes
that in its Wynn Resorts Finance simulated default scenario, Wynn
Macau would not be insolvent and would be able to continue to pay
dividends. As a result, S&P has included a modest level of
dividends from Wynn Macau in its Wynn America emergence EBITDA.

-- S&P's emergence EBITDA of about $609 million incorporates an
expectation for some dividends from Wynn Macau, as well as
significant cyclicality in the Las Vegas market and the high
quality of Wynn's assets.

-- S&P uses a 7.5x emergence multiple to value Wynn Resorts
Finance, 1x higher than its leisure industry average because of
Wynn's very-high-quality Las Vegas and Massachusetts assets.

-- The $850 million Wynn Resorts Finance revolving credit facility
is 85% drawn at default.

-- Wynn Resorts Finance's secured lenders benefit from a security
pledge of up to 15% of Wynn Las Vegas' total assets. S&P assumes
its estimate of Wynn Las Vegas' gross enterprise value approximates
the value of total assets pledged in the collateral package.
However, because the value of collateral securing the Wynn Resorts
Finance credit facility exceeds the claims at default, S&P does not
allocate 15% of its gross enterprise value for Wynn Las Vegas to
Wynn Resorts Finance's secured lenders. That value is therefore
available to Wynn Las Vegas' creditors.

Simulated default assumptions:

-- Simulated year of default: 2024
-- EBITDA at emergence: $609 million
-- EBITDA multiple: 7.5x

Simplified waterfall:

-- Gross enterprise value: $4.6 billion

-- Net enterprise value after 5% administrative expenses: $4.3
billion

-- Obligor/nonobligor valuation split: 52%/48%

-- Value available for Wynn Resorts Finance secured claims: $2.24
billion

-- Estimated Wynn Resorts Finance secured claims: $1.57 billion

-- Recovery expectation: 90%-100% (rounded estimate: 95%)

-- Value available for Wynn Resorts Finance senior unsecured
claims: $678 million

-- Estimated Wynn Resorts Finance senior unsecured claims: $1.1
billion

-- Recovery expectation: 50%-70% (rounded estimate: 55%)

All debt amounts includes six months of prepetition interest.


YUMA ENERGY: Red Mountain Restructuring Agreement Terminated
------------------------------------------------------------
Yuma Energy, Inc. (NYSE American: YUMA) on April 7, 2020, disclosed
that it has been notified by its lender, YE Investment LLC, ("YE"
or the "Lender"), an affiliate of Red Mountain Capital LLC ("Red
Mountain"), that all outstanding payments under its existing Credit
Agreement are currently due and that its Restructuring Agreement
with Red Mountain has been terminated.

In a press release issued on March 20, 2020, Yuma disclosed that it
was not in compliance with the various terms of the Restructuring
Agreement and related credit arrangements, and no further funds
were available to Yuma under the facility.  

On March 30, 2020 the Company disclosed that effective March 26,
2020, J. Christopher Teets, who was appointed as a member of the
Board of Directors on September 30, 2019, resigned as a member of
the Board of Directors of Yuma Energy.

On April 3, 2020, Yuma Energy and its related affiliates received
written notice from Red Mountain that numerous defaults and events
of default have occurred and are continuing under the Credit
Agreement and the other loan documents, including failure to pay
interest within the time provided and failure to comply with other
covenants.  Consequentially, Red Mountain has terminated all loan
commitments and has accelerated the payments including accrued
interest, fees and other obligations, are now due immediately.
Also, Yuma received simultaneous written notice from Red Mountain
that the Restructuring Agreement and related Voting Agreement have
been automatically terminated.

As disclosed in September 2019, YE Investment, LLC, an affiliate of
Red Mountain, purchased all of the Company's outstanding senior
secured bank indebtedness and related liabilities under the
Company's senior credit facility (the "Credit Facility").  The
Credit Facility was then modified to reduce the outstanding
principal balance from approximately $32.8 million, plus accrued
and unpaid interest and expenses, to approximately $1.4 million
(the "Modified Note").  Yuma also entered into a Restructuring and
Exchange Agreement (the "Restructuring Agreement") with Red
Mountain and affiliates, which was to result in the i) exchange of
the Modified Note for a new convertible note that would be
convertible into Yuma common stock, and ii) conversion of the
Company's Series D Preferred Stock into Yuma Common stock. Finally,
in December 2019, the parties entered into an amendment to the
Restructuring Agreement and Credit Facility under which Red
Mountain provided an additional two-year senior secured
delayed-draw term loan for up to $2 million, maturing on September
30, 2022, from which the Company has drawn $850,000 to date.  The
transactions contemplated by the Restructuring Agreement were
subject to stockholder approval pursuant to NYSE American rules and
requirements, and the Restructuring Agreement included a
termination right in the event such stockholder approval was not
received by December 31, 2019.

Mr. Anthony C. Schnur, Interim Chief Executive Officer and Chief
Restructuring Officer of Yuma commented, "Despite our efforts to
remedy our financial distress and evaluate strategic alternatives
over the past few months, we have not come to a mutually agreeable
understanding with Red Mountain regarding the
extension/modification of the Restructuring Agreement, Modified
Note and related agreements.  We are disappointed that YE and Red
Mountain, our Senior Lender and majority owner of our Series D
Preferred stock and holder of approximately 10% of our outstanding
common stock, have taken this action.  Our ability to make timely
interest payments has been hampered by the dramatic collapse in oil
prices, certain well failures, and economic uncertainty caused by
the COVID-19 virus.  The acceleration of all outstanding payments
demanded by Red Mountain at this time will likely force the Company
to cease our business plan, sell assets or possibly take other
remedial steps such as seeking bankruptcy protection."

Continuing Uncertainty
The Company's audited consolidated financial statements for the
year ended December 31, 2018, included a going concern
qualification.  The risk factors and uncertainties described in our
SEC filings for the year ended December 31, 2018, the quarter ended
March 31, 2019, the quarter ended June 30, 2019, and the quarter
ended September 30, 2019, raise substantial doubt about the
Company's ability to continue as a going concern.

                      About Yuma Energy

Yuma Energy, Inc., a Delaware corporation, is an independent
Houston-based exploration and production company focused on
acquiring, developing and exploring for conventional and
unconventional oil and natural gas resources.  Historically, the
Company's activities have focused on inland and onshore properties,
primarily located in central and southern Louisiana and
southeastern Texas.  Its common stock is listed on the NYSE
American under the trading symbol "YUMA."


ZENITH ENERGY: S&P Lowers ICR to 'B-' on Revised Forecasts
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Zenith
Energy U.S. Logistics Holdings LLC (Zenith) and its issue-level
rating on the company's senior secured notes to 'B-' from 'B'. The
'3' unsecured recovery rating on the notes is unchanged.

S&P Global Ratings revised its forecasts on Zenith to reflect
weaker-than-expected throughput volumes.

"We now expect adjusted debt-to-EBITDA of over 7.5x during our
forecast period, compared with about 7.0x previously. The increase
in leverage can be attributed to our expectation for continued
underperformance at certain terminals compared with our previous
forecast. In addition, Zenith's leverage is higher than that of 'B'
rated midstream players in North America," S&P said.

The negative outlook reflects S&P's expectation that Zenith will
need to de-lever materially over the next year, which could be
complicated by current economic conditions that are aggravated by a
collapse in oil prices, decline in fuel demand, and diminishing
refining margins. S&P expects that, absent material support from
the sponsors to fund growth projects combined with a material
increase in EBITDA, adjusted debt-to-EBITDA will remain above 7.5x
over the next 12 months.

"We could lower the rating if Zenith's leverage remains elevated in
2020, which we would consider to be reflective of an unsustainable
capital structure. This could be the result of lower-than-expected
utilization across the company's throughput terminals. We could
also consider a lower rating if the company's sponsors do not
provide liquidity in times of need, or if growth projects
experience cost overruns," S&P said.

"We could revise the outlook to stable if Zenith's financial
performance strengthened such that debt-to-EBITDA fell below 6.5x
on a sustained basis. While we believe it is unlikely over the
12-month outlook period, this could be a result of increased
utilization across the asset base, or material equity injections
from the company's parents to finance growth initiatives," S&P
said.


[*] Greenberg Traurig Expands Restructuring & Bankruptcy Practice
-----------------------------------------------------------------
Global law firm Greenberg Traurig, LLP continues the strategic
expansion of its world-class Restructuring & Bankruptcy Practice
with the addition of Peggy Hunt and Annette Jarvis in Denveras
shareholders.  Jason S. DelMonicoalso joins as a corporate
shareholder in Boston and will continue to focus a significant
portion of his practice on restructuring, loan workouts and
bankruptcy finance matters, in addition to corporate finance
generally.

"We began planning the strategic expansion of our already strong
global restructuring team over the last year or so, from the United
States to Germany, Italy and, most recently, London," said Richard
A. Rosenbaum, the firm's Executive Chairman.  "Since 2019, the
number of restructuring attorneys at the firm has grown by nearly
20 percent.  We are prepared for the challenge and are already
addressing the most pressing issues for businesses that may appear
regionally, nationally, and globally from economies hampered by
COVID-19, recession, or any other catastrophic occurrence.  To be
able to respond when our clients need us most requires, not simply
logistics, but also vision. The addition of Peggy, Annette, and
Jason -- together with our most recent additions -- represents that
vision."

Ms. Hunt and Ms. Jarvis join from Dorsey & Whitney, LLP.  Mr.
DelMonico moves to Greenberg Traurig from Holland & Knight.

"Geographical diversity is a hallmark of our practice -- we are in
key financial markets like New York, Chicago, Houston, Los Angeles,
Atlanta, and throughout Florida, while servicing clients almost
everywhere in the United States and globally.  We have developed a
practice that has worked on some of the most complex restructuring
matters by keeping at the forefront our primary goal of developing
creative solutions on a global basis," said Shari L. Heyen and
David B. Kurzweil, co-chairs of the firm's Restructuring &
Bankruptcy Practice, in a joint statement.  "We have now added nine
U.S.-based shareholders to our team in the last 12 months. These
new additions in Denver and Boston are complementary to our
practice and our vision for collaboration and growth."

"Greenberg Traurig's Restructuring & Bankruptcy Practice has the
global reputation and collective experience that is important to us
as a team and to our clients," Ms. Hunt and Ms. Jarvis said in a
joint statement.  "The expansion of the firm's ability to serve
clients in the restructuring and bankruptcy space demonstrates the
firm's ability to be ahead of the curve."

"I'm thrilled to join Greenberg's dynamic and well-established team
of professionals.  This firm provides me with everything I need to
support my clients at the highest level, even in today's
challenging environment.  Additionally, the firm's dedication to
collaboration, diversity, and focus on client service were a few of
the many positive things about the firm that drew me here,"
Mr. DelMonico said.

Ms. Hunt has focused her 30-plus year practice on representing
clients in complex bankruptcy and receivership proceedings, and in
related litigation.  She serves as a trustee and receiver, and has
deep experience advising fiduciaries, such as Chapter 11 and 7
trustees, equity receivers in Ponzi schemes, state court receivers,
post-confirmation liquidating trustees, and foreign liquidators.  A
Fellow in the American College of Bankruptcy, Ms. Hunt serves as a
Panel Chapter 7 trustee for the District of Utah.  She is a 2019
recipient of the Distinguished Service Award awarded by the Utah
Chapter of the Federal Bar Association for her work in and service
to the federal courts in Utah.  Ms. Hunt is a leader in numerous
professional and civic organizations.  She currently serves as an
appointed Commissioner on the Utah Securities Commission, President
of the Utah Bar Foundation, and immediate Past-President of the
Board of Advisors for the Utah Museum of Natural History.
Passionate about advancing the status of women and girls in Utah,
Ms. Hunt co-founded the Utah Women's Giving Circle of the Community
Foundation of Utah, and is a former President of Women Lawyers of
Utah and of the Utah Women's Forum. She is admitted in Utah and
Massachusetts.  She is not admitted in Colorado.

Ms. Jarvis is known for bringing her practical business sense to
her legal representation of banks, financial institutions, and
other parties on matters related to Chapter 11 bankruptcy cases,
out-of-court workouts, and cross-border insolvency cases.  Ms.
Jarvis' experience includes representing creditors, debtors, boards
of directors, trustees, receivers, public bond holders, purchasers
of distressed assets, indenture trustees, and foreign
representatives.  She also has wide-ranging experience in
receivership cases, has handled Securities Investor Protection
Corporation (SIPC) cases brought under the Securities Investor
Protection Act of 1970 (SIPA), and has experience with state
insurance rehabilitation and liquidation cases.  She has deep
experience advising clients on the complex cases remedying the
problems created by fraudulent enterprises, including Ponzi
schemes, and by mass torts.  Ms. Jarvis has also testified as an
expert witness on aspects of U.S. bankruptcy law.  She has been
recognized for her community involvement and currently sits on the
Executive Committee of the Board of Trustees of the Utah
Symphony/Utah Opera and on the Board of Trustees of the Utah Museum
of Contemporary Art.  A Fellow of the American College of
Bankruptcy, Jarvis was recently elected Secretary and Member of the
College's Executive Committee.  She spends time in Utah, where she
serves clients, as well as in Colorado.

Mr. DelMonico is a banking and financial services attorney
representing major financial institutions and other commercial
lenders in connection with structuring, negotiating, and
documenting complex commercial finance transactions.  Mr. DelMonico
advises clients across various industry sectors ranging from retail
and manufacturing to technology and life sciences.  He has nearly
20 years of experience representing agents and individual lenders
in asset-based and cash flow loan facilities, leveraged buyout
transactions, multibank syndicated facilities, and term loan
facilities.  Additionally, Mr. DelMonico has deep experience with
debtor-in-possession financings and the restructuring of troubled
credits.  He advises on domestic and cross-border financing
transactions in North America, Europe, and Asia.

The Denver office of Greenberg Traurig maintains a location in Salt
Lake City, Utah at 222 South Main Street, 5th Floor, Salt Lake
City, UT 84101 for the purposes of servicing work in Utah.

The newly announced additions come on the heels of the firm making
two high-level moves in the restructuring space: creating and
growing an exclusive strategic alliance in Florida with Bruce
Zirinsky, former co-chair of its global Restructuring & Bankruptcy
Practice, who was quickly joined by another former firm shareholder
Gary Ticoll; and the addition of Ian Jack in its London office.

Greenberg Traurig's internationally recognized Restructuring &
Bankruptcy Practice, with approximately 75 attorneys worldwide, has
broad advisory and litigation experience with the often-complex
issues that arise in reorganizations, restructurings, workouts,
liquidations, and distressed acquisitions and sales, in both
domestic and cross-border situations and proceedings.  With offices
in commercial centers across the United States and throughout the
world, the firm utilizes its invaluable business network to offer
critical advice and counsel to multiple constituencies in
insolvency situations.

                    About Greenberg Traurig

Greenberg Traurig, LLP (GT) -- http://www.gtlaw.com/-- has 2200
lawyers in 41 locations in the United States, Latin America,
Europe, Asia, and the Middle East.  GT has been recognized for its
philanthropic giving, diversity, and innovation, and is
consistently among the largest firms in the U.S. on the Law360 400
and among the Top 20 on the Am Law Global 100.



[*] K&E's Justin Bernbrock Moves to Sheppard Mullin
---------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP on April 14, 2020,
disclosed that Justin R. Bernbrock has joined the firm's Finance
and Bankruptcy practice group as a partner in the Chicago office.


Mr. Bernbrock joins from Kirkland & Ellis LLP.

"Justin's experience complements and further diversifies our
existing Bankruptcy practice," said Jon Newby, vice chairman of
Sheppard Mullin.  "Our clients look to us for guidance during
challenging economic climates like the one we are going through
now. Justin's extensive work on a wide range of restructuring
matters is exactly the kind of practical, real-world know-how that
will be invaluable to our clients.  What's more, Justin's military
background makes him uniquely suited to provide time-critical,
crisis-management advice in any distressed situation."

"As a creative problem solver, Justin is a trusted advisor to
clients and his substantial Chapter 11 debtor experience is an
excellent fit with our marquee bankruptcy practice," said Edward H.
Tillinghast, III, leader of the firm's Finance and Bankruptcy
practice group.

Larry Eppley, Sheppard Mullin's Chicago managing partner added,
"Our Chicago office is busy and growing and Justin is an
outstanding addition.  His focus on client service and proven
ability to deliver unique client solutions that solve complex
problems make him the perfect fit for us."

Mr. Bernbrock concentrates his practice on all aspects of corporate
restructuring, bankruptcy and financial distress. He represents
clients across a wide range of matters, including debtor and
creditor representations.  He has substantial experience in
out-of-court and in-court restructurings, primarily in the Southern
District of New York, Eastern District of Virginia, District of
Delaware and Southern District of Texas. Prior to private practice,
Mr. Bernbrock served with distinction as an Aviation Warfare
Systems Operator in Patrol Squadron FIVE and as a Weapons Tactics
Instructor in Patrol and Reconnaissance Wing ELEVEN.  During his
nearly 10 years of active duty in the United States Navy, Mr.
Bernbrock was awarded the Navy Commendation Medal twice, including
once for meritorious service during combat operations in Iraq.  He
also received the Global War on Terrorism Medal for his service in
Kandahar, Afghanistan.  Mr. Bernbrock earned his J.D., magna cum
laude, from the University of Illinois College of Law, and his
B.S., summa cum laude, from Southern Illinois University.

      About Sheppard Mullin's Finance and Bankruptcy Practice

The firm's Finance and Bankruptcy practice has been a key element
of the firm since its founding more than 80 years ago.  Sheppard
Mullin has the resources to respond to the time sensitivity of
financial crises and the depth to provide whatever size team is
required.  As part of a large, broad based commercial law firm, we
are able to draw on all of the resources necessary to solve the
multidisciplinary problems presented by business insolvencies,
including telecommunications, real estate, entertainment,
intellectual property, tax, labor, securities, and mergers and
acquisitions.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin -- http://www.sheppardmullin.com-- is a
full-service Global 100 firm with more than 900 attorneys in 15
offices located in the United States, Europe and Asia. Since 1927,
industry-leading companies have turned to Sheppard Mullin to handle
corporate and technology matters, high-stakes litigation and
complex financial transactions.  In the U.S., the firm's clients
include almost half of the Fortune 100.


[*] Moody's Alters Outlook on Non-Bank Real Estate Lenders to Neg.
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of the following
non-bank commercial real estate lenders and changed their outlooks
to negative from stable: Ladder Capital Corp (Ba1 corporate family
rating), Starwood Property Trust, Inc. (Ba2 CFR), Blackstone
Mortgage Trust, Inc. (Ba2 CFR), Apollo Commercial Real Estate
Finance, Inc. (Ba3 CFR), Claros Mortgage Trust, Inc (Ba3 CFR) and
LoanCore Capital Markets LLC (B1 CFR).

The rapid and widening spread of the coronavirus outbreak and
falling oil prices have led to a severe and extensive credit shock
across many sectors, regions and markets. Given Moody's expectation
for deteriorating asset quality, profitability, capital and
liquidity, the CRE sector is among those most affected by this
credit shock. Moody's regards the coronavirus outbreak as a social
risk under its environmental, social and governance framework,
given the substantial implications for public health and safety.
Its rating actions reflect the impact on CRE lenders of the breadth
and severity of the shock, and the deterioration in credit quality,
profitability, capital and liquidity it has triggered. In
connection with these rating actions, Moody's has revised its
outlook for the non-bank CRE lenders sector to negative from
stable.

Affirmations:

Issuer: Ladder Capital Corp

  LT Corporate Family Rating, Affirmed Ba1

Issuer: Ladder Capital Finance Holdings LLLP

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba2

  Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba2

Issuer: Starwood Property Trust, Inc.

  LT Corporate Family Rating, Affirmed Ba2

  Senior Secured Bank Credit Facility, Affirmed Ba1

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Starwood Property Mortgage, LLC

  Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Blackstone Mortgage Trust, Inc.

  LT Corporate Family Rating, Affirmed Ba2

  Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Apollo Commercial Real Estate Finance, Inc.

  LT Corporate Family Rating, Affirmed Ba3

  Senior Secured Bank Credit Facility, Affirmed Ba2

Issuer: Claros Mortgage Trust, Inc

  LT Corporate Family Rating, Affirmed Ba3
  
  Senior Secured Bank Credit Facility, Affirmed Ba3

Issuer: LoanCore Capital Markets LLC

  LT Corporate Family Rating, Affirmed B1

  Senior Unsecured Regular Bond/Debenture, Affirmed B1

Outlook Actions:

Issuer: Ladder Capital Corp

  Outlook, Changed to Negative from Stable

Issuer: Ladder Capital Finance Holdings LLLP

  Outlook, Changed to Negative from Stable

Issuer: Starwood Property Trust, Inc.

  Outlook, Changed to Negative from Stable

Issuer: Starwood Property Mortgage, LLC

Outlook, Assigned Negative

Issuer: Blackstone Mortgage Trust, Inc.

  Outlook, Changed to Negative from Stable

Issuer: Apollo Commercial Real Estate Finance, Inc.

  Outlook, Changed to Negative from Stable

Issuer: Claros Mortgage Trust, Inc

  Outlook, Changed to Negative from Stable

Issuer: LoanCore Capital Markets LLC

  Outlook, Changed to Negative from Stable

RATINGS RATIONALE

Moody's expects that deteriorating economic and operating
conditions due to the coronavirus outbreak will lead to higher loan
non-accruals and defaults that will weaken CRE lenders' earnings
and cash flow. The widening coronavirus pandemic and deteriorating
global and US economic outlooks are leading to significant declines
in commercial activity levels, negatively affecting the financial
profiles of a wide swath of enterprises, including CRE borrowers.
CRE lenders rated by Moody's have significant exposure to sectors
that are among the hardest hit initially, including hospitality and
retail. As of December 31, 2019, CRE lenders' exposure to these two
sectors ranged from 15%-36% of total loans outstanding. In
addition, Moody's expects that most industry sectors, including
those that are generally resilient to weakening economic
conditions, will suffer deteriorating credit quality if current
operating and economic conditions persist, which indicates further
material downside risks to CRE lenders' operating performance.

Hotels are the most procyclical CRE asset class and the hardest hit
by the immediate economic fallout from the coronavirus pandemic.
However, the magnitude of hotel loan defaults will depend on the
duration of social distancing measures and travel disruption, the
effectiveness of actions taken by hotel operators to reduce costs,
as well as borrowers' perception of potential recovery.
Historically, severe shocks led to a significant increase in hotel
defaults only after passage of many months' time coupled with high
uncertainty regarding near-term prospects for recovery. Prior
shocks to the hotel industry have required eight to 12 months for
hotel loan delinquencies to escalate. However, the extreme travel
restrictions stemming from the coronavirus outbreak will likely
accelerate that time frame for weaker collateral and the most
poorly capitalized sponsors. If the coronavirus outbreak spurs a
sustained economic downturn, defaults of hotels will accelerate,
with the magnitude varying by hotel type and market.

Regarding the retail sector, Moody's expect operating profit to
decline 2%-10% in 2020 as retailers attempt to withstand an
unprecedented mix of negative effects. Retailers had been fighting
to shore up market share and profit margins before the coronavirus
outbreak. A notable bright spot for the industry was a strong
consumer backed by a healthy US economy and low unemployment. This
has now disappeared, with an economy now headed for recession and
record unemployment claims in the most recent jobs report.
Temporary closures of retail stores have come to fruition as
government-mandated stay-at-home orders cut into sales and lead to
inventory markdowns. Meanwhile, retailers will still bear fixed
costs such as rent, which will not be curtailed during closures
even though Moody's expects that some will attempt to renegotiate
leases to help manage costs.

The deteriorating economic and operating conditions due to the
coronavirus outbreak have also strained CRE lenders' liquidity
positions. CRE lenders have a high reliance on confidence-sensitive
secured funding, including repurchase agreements and revolving
credit facilities. Secured funding requires CRE lenders to pledge a
high percentage of their earning assets, limiting their access to
the unsecured debt markets and resulting in high refinancing risk.
As of December 31, 2019, secured funding accounted for 75%-100% of
rated CRE lenders' total funding. Declining collateral values,
particularly on commercial mortgage-backed securities, other real
estate-related securities and hotel loans, have led to margin calls
on the secured facilities, requiring some CRE lenders to pledge
additional collateral in the form of cash and/or loans. To manage
the risk of declining collateral values and additional margin
calls, CRE lenders have proactively increased their cash positions
and pledged additional loans to maintain reasonable borrowing
availability. CRE lenders have also slowed the pace of new
originations, allowing them to build additional liquidity from loan
repayments. CRE lenders' reliance on secured funding as their
primary funding source remains a key credit challenge for these
companies and is reflected in the negative outlook on the sector.

Moody's regards the coronavirus pandemic as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Please see Moody's Environmental risks and Social risks
heatmaps for further information. Its rating actions reflect the
impact on CRE lenders of the breadth and severity of the shock, and
the deterioration in credit quality, profitability, capital and
liquidity it has triggered.

What follows is the rating rationale supporting individual CRE
lender rating actions.

Ladder Capital Corp (LADR)

The affirmation of LADR's Ba1 CFR reflects the company's strong and
consistent financial performance, including high-quality assets, a
history of profitability since inception, moderate leverage and
increasing funding diversification. LADR has demonstrated strong
credit results, having recorded minimal credit losses in its loan
portfolio since inception in 2008, which in Moody's view reflects
the company's strong risk management culture, as well as its highly
experienced and well-regarded management team. LADR's ratings also
take into consideration the company's business concentration in the
CRE sector and the relatively high proportion of secured funding in
its debt capital structure, despite the recent decline largely
driven by the company's January 2020 senior unsecured debt
issuance. The change in outlook to negative from stable reflects
Moody's expectation that LADR's asset quality, profitability and
capital will weaken as a result of the coronavirus pandemic. As of
December 31, 2019, the company's exposure to the hospitality and
retail sectors was 22% of total loans [1]. The negative outlook
also incorporates the risk of additional margin calls on LADR's
repurchase agreements from declining values in CMBS and loan
collateral, as well as a temporary increase in leverage as a result
of the company's actions to manage its liquidity position since the
onset of the coronavirus-related market volatility.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, LADR's ratings could be
upgraded if the company: 1) expands its funding diversification,
resulting in a decline in its secured debt ratio to 30%; 2)
improves its liquidity runway by further lengthening its debt
maturities; 3) continues to demonstrate predictable earnings and
asset quality over a sustained period; and 4) further solidifies
its franchise positioning.

LADR's ratings could be downgraded if the company: 1) shrinks its
liquidity runway; 2) sustains an increase in leverage (debt/total
equity) above 3.0x; 3) experiences a material deterioration in
asset quality; or 4) realizes a decrease in profitability resulting
in fixed charge coverage closer to 1.5x.

Starwood Property Trust, Inc. (STWD)

Moody's affirmed STWD's Ba2 CFR based on the company's capable
credit and liquidity risk management, revenue diversity within the
CRE sector, strong operating performance and affiliation with
Starwood Capital Group, which has considerable expertise in CRE
investment and asset management. STWD maintains a strong liquidity
position, underscored by diverse funding sources, manageable debt
maturities over the next year, and a high cash position, but the
company is exposed to the risk of margin calls in repurchase
facilities, a key funding source for its loan and securities
portfolios. Since the onset of the pandemic, STWD has taken actions
to expand its liquidity, including slowing new asset originations,
bolstering collateral positions in funding facilities, and raising
cash. STWD has a higher exposure to the hard-hit hospitality sector
than certain peers, representing 21% of total loans as of December
31, 2019, but the company's retail sector exposure is moderate [2].
Moody's revised STWD's outlook to negative from stable to reflect
the likely deterioration in asset performance and values,
profitability and capital position relating to the coronavirus
pandemic. The negative outlook also reflects STWD's continuing risk
to margin calls on repurchase facilities. However, Moody's expects
that STWD will continue to effectively manage liquidity and capital
levels in a way that sustains its businesses through the current
downturn.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, STWD's ratings could be
upgraded if the company: 1) further diversifies its funding sources
to include additional senior unsecured debt, resulting in a ratio
of secured debt to tangible assets declining to not more than 45%;
2) maintains strong, stable profitability and low credit losses;
and 3) maintains a ratio of adjusted debt to adjusted tangible
equity of not more than 2.5x.

STWD's ratings could be downgraded if the company: 1) increases
exposure to volatile funding sources or otherwise encounters
material liquidity challenges, 2) increases its debt-to-equity
leverage to more than 3.5x, 3) rapidly accelerates growth, or 4)
suffers a sustained decline in profitability.

Blackstone Mortgage Trust, Inc. (BXMT)

The affirmation of BXMT's Ba2 CFR reflects the strength of the
company's competitive positioning in the CRE sector resulting from
its affiliation with The Blackstone Group L.P., and its strong
asset quality, stable profitability and low leverage. BXMT also has
a longer operating history than most rated CRE lenders that spans
industry cycles, a credit positive. Credit constraints include the
company's CRE concentration, its higher business line concentration
compared to certain peers and its high reliance on secured funding
that encumbers its earning assets and limits its access to the
unsecured debt markets. The change in outlook to negative from
stable reflects Moody's expectation that BXMT's asset quality,
profitability and capital will weaken as a result of the
coronavirus pandemic. As of December 31, 2019, the company's
exposure to the hospitality and retail sectors was a relatively low
15% of total loans [3].

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, BXMT's ratings could be
upgraded if the company: 1) reduces its ratio of secured debt to
total assets to 45%, increases unencumbered assets and establishes
unsecured revolving borrowing capacity; 2) increases business
diversification; and 3) continues to demonstrate predictable
earnings, profitability and asset quality that compare favorably
with peers.

BXMT's ratings could be downgraded if the company: 1) shrinks the
amount of its availability under secured borrowing facilities, its
primary liquidity source; 2) sustains an increase in leverage
(debt/total equity) above 3.5x given the current portfolio mix; 3)
experiences a material deterioration in asset quality; or 4)
experiences a material weakening of profitability.

Apollo Commercial Real Estate Finance, Inc. (ARI)

The affirmation of ARI's Ba3 CFR rating reflects the company's
strong profitability, capitalization and low leverage. Moody's also
views ARI's affiliation with its external manager, Apollo Global
Management, LLC, as a source of credit strength because it supports
the sourcing, evaluation and risk management of investments. The
ratings also consider ARI's concentration in the CRE sector, its
portfolio composition, which consists of a relatively high, though
declining, percentage of subordinated loans, and its high reliance
on confidence-sensitive secured funding that encumbers its earnings
assets and limits its access to the unsecured debt markets. The
change in outlook to negative from stable reflects Moody's
expectation that ARI's asset quality, profitability and capital
will weaken as a result of the coronavirus pandemic. As of December
31, 2019, the company's exposure to the hospitality and retail
sectors was a relatively high 36% of total loans (26% for hotels
and 10% for retail) [4].

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, ARI's ratings could be
upgraded if the company: 1) improves its funding profile by
reducing its reliance on confidence-sensitive short-term funding
while increasing creditor diversification; 2) reduces debt maturity
concentrations; and 3) continues to execute its existing strategy
with strong capital levels.

Moody's could downgrade ARI's ratings if the company: 1)
experiences a material weakening in profitability as a result of
higher problem loans; or 2) increases second lien exposure without
mitigating protections.

Claros Mortgage Trust, Inc (CMTG)

The affirmation of CMTG's Ba3 CFR reflects the company's strong
capitalization, low leverage and solid profitability. Although
CMTG's capital and leverage ratios will weaken over time as the
company grows its business, Moody's expects these ratios to
continue to compare favorably to peers over the next several years.
The ratings also reflect CMTG's concentration in CRE lending, its
high reliance on confidence-sensitive secured funding and its
limited operating history through a full credit cycle given the
company's recent formation in 2015. The change in outlook to
negative from stable reflects Moody's expectation that CMTG's asset
quality, profitability and capital will weaken as a result of the
coronavirus pandemic. The portfolio includes a number of
concentrations, including a relatively high portion of hotel and
land loans (19% and 10% of total loans, respectively, as of
December 31, 2019), a large average loan size and a geographic
concentration in New York [5].

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, CMTG's ratings could be
upgraded if the company: 1) improves its funding profile by
reducing its reliance on confidence-sensitive secured borrowings;
2) increases its business diversification while maintaining good
asset quality; 3) continues to demonstrate strong, predictable
profitability; and 4) maintains high capital levels and low
leverage that compare favorably to peers.

CMTG's ratings could be downgraded if the company: 1) experiences a
material deterioration in asset quality and profitability; or 2)
increases its leverage (debt/equity) above 3.5x given the current
portfolio mix.

LoanCore Capital Markets LLC (LCM)

The affirmation of LCM's B1 CFR reflects the company's good
profitability and adequate capital, but is constrained by the
company's business concentration in originating and securitizing
commercial mortgages. The company is also heavily reliant on
confidence-sensitive secured funding. LCM's profitability has been
healthy with minimal losses since inception in 2011, although its
earnings exhibit a significant degree of volatility from its
securitization strategy. In recent years, LCM has evolved its
business strategy to focus on the retention of the junior tranches
or "B-pieces" of the commercial loan securitizations the company
sponsors. LCM's funding profile is a key credit constraint,
characterized by creditor concentrations on primary funding
facilities, high reliance on secured funding that includes
market-based margin calls, and debt maturity concentrations over
the next two years, including repurchase facilities and $300
million of senior unsecured notes. Moody's expects that LCM will
internally fund or refinance the upcoming maturity on its senior
unsecured notes due 1 June 2020. LCM recently indicated that its
members have increased their preferred equity commitments to the
company by $200 million to $440 million as of March 26, 2020 [6].
The change in outlook to negative from stable reflects Moody's
expectation that LCM's asset quality, profitability and capital
will weaken as a result of the coronavirus pandemic.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, LCM's ratings could be
upgraded if the company: 1) demonstrates strong financial
performance without materially increasing its leverage; 2)
maintains solid asset quality over a sustained period of time; 3)
diversifies its funding profile; and 4) increases revenue
diversification.

LCM's ratings could be downgraded if the company: 1) experiences
any challenges in generating the liquidity needed to pay off its
$300 million of notes due in June 2020; 2) demonstrates
deterioration in profitability as a result of weakening asset
quality, leading to erosion of its equity; 3) increases its
exposure to market-based margin calls due to a change in terms of
its credit facility agreements, or 4) loses its affiliation with
the main institutional owners.

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


[*] Moody's Announces Rating Actions on 9 US Healthcare Companies
-----------------------------------------------------------------
Moody's Investors Service announced rating actions on 9 US
healthcare services companies with businesses in physician
staffing, travel nurse, locum tenens, radiology and diagnostic
imaging to reflect the expected impact of business disruption
caused by the coronavirus outbreak.

As providers of various types of healthcare services, these
companies are exposed to declining demand for their services due to
factors including the postponement of elective procedures, lower
emergency department volumes and closure of many non-emergent
healthcare facilities.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, low oil prices, and asset
price declines are creating a severe and extensive credit shock
across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The US healthcare
services sector has been one of the sectors affected by the shock
given government and health association guidance to postpone all
non-emergent healthcare services and take self-isolation measures.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its actions reflect the impact of this risk, which has
grown in recent weeks.

Some healthcare companies also face a different type of social
risk. Several legislative proposals have been introduced in the US
Congress that aim to eliminate or reduce the impact of surprise
medical bills. Surprise medical bills are received by insured
patients who receive care from providers outside of their insurance
networks, usually in emergency situations. Moody's does not expect
passage of legislation by the Congress in the near term as long as
dealing with the coronavirus crisis remains a priority.
Nevertheless, the topic of surprise medical bills is likely to
resurface once the crisis stabilizes. Further, many healthcare
staffing companies have been under pressure to reduce
out-of-network billing and have experienced aggressive negotiating
tactics from private insurance companies. These dynamics will
continue to result in downward pricing pressure for many healthcare
staffing companies. These risks are also reflected in some of its
actions.

RATINGS RATIONALE

Issuer: AMN Healthcare, Inc.

Downgraded:

Corporate Family Rating to Ba2 from Ba1

Probability of Default Rating to Ba2-PD from Ba1-PD

Global unsecured notes due 2024 and 2027 to Ba3 (LGD5) from Ba2
(LGD5)

Unchanged:

Speculative Grade Liquidity Rating at SGL-1

Outlook action:

Outlook remains negative

The downgrade of AMN Healthcare, Inc.'s ratings reflects Moody's
expectations that the company's deleveraging efforts will be
delayed by the impact of the coronavirus spread, which will likely
keep its debt/EBITDA above 3.5 times in the next 12 to 18 months.
AMN's leverage was already elevated following the acquisition of
Stratus Video Holding Company in early 2020. Moody's estimates that
adjusted debt/EBITDA approximated 3.7x on a pro-forma basis for the
acquisition. With the postponement of elective procedures, lower
emergency-related volumes and closure of many non-emergent
healthcare facilities, Moody's expects that the demand for the
company's travel nurses, allied solutions and locum tenens
(temporary physician staffing) businesses will decline modestly in
the near term.

Given that a large portion of AMN's costs (travel nurse and locum
tenens physicians' compensation) are variable, Moody's believes
that the company will be able to partially mitigate the negative
impact more than many other healthcare staffing companies, amidst
declining demand for its services in the next several weeks.
Moreover, the company will also likely benefit from an increase in
healthcare staffing demand in selected specialties in geographic
areas that are severely affected by coronavirus. Without these
mitigating factors, the company's ratings could have been lower.

The company's Speculative Grade Rating of SGL-1 remains unchanged
and reflects the company's very good liquidity, supported by $83
million of cash and $383 million available under its $400 million
revolver as of 12/31/2019. Moody's believes that AMN will remain
cash flow positive in upcoming quarters and will be able to cover
all its fixed costs under most coronavirus scenarios ($2.5 million
mandatory annual debt amortization, $30-$40 million annual interest
expense and $25-$50 million of annual CAPEX) in the next 12 months
with the available liquidity at hand.

The negative outlook reflects the uncertainties surrounding the
extent and timing of recovery of the lost business as a result of
coronavirus outbreak.

In terms of governance risk, as a provider of clinical labor
solutions, the company is exposed to reputational and compliance
risks if the traveling staff is involved in malpractice or fraud.
As a publicly-traded company, AMN is subject to rigorous standards
in terms of transparency, disclosures, management's effectiveness,
accountability and compliance.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

An upgrade in the near term is unlikely. However, if the company
stabilizes its business volume amidst the coronavirus outbreak and
reverts to generating free cash flow comparable to FY 2019, Moody's
could consider a rating upgrade. Further, debt/EBITDA below 3.0
times could support upward rating pressure.

The ratings could be downgraded if Moody's expects AMN's
debt/EBITDA to remain above 3.5 times beyond recovery from the
coronavirus crisis. The ratings could also be downgraded if
earnings and cash flow decline materially due to an economic
slowdown. Furthermore, a weakening of liquidity or a material
increase in leverage due to debt-funded acquisitions or share
repurchases could also result in a downgrade.

AMN is the largest provider of workforce solutions and staffing
services to healthcare facilities in the United States. The
company's services include managed services programs, vendor
management systems, recruitment process outsourcing and consulting
services. The company's Nurse and Allied Solutions segment
accounted for 64% of revenue in fiscal 2019, the Locum Tenens
Solutions segment accounted for 15% of revenue and the Other
Workforce Solutions (physician permanent placement, executive
search, etc.) segment accounted for 21% of revenue. The company is
publicly traded, and its revenues exceed $2.2 billion.

Issuer: CHG Healthcare Services

Affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured 1st lien revolving credit facility expiring in 2023
at B2 (LGD3)

Senior secured 1st lien term loan due 2023 at B2(LGD3)

Outlook action:

Outlook changed to negative from stable

The change of outlook to negative reflects Moody's view that the
company's revenues and profits will decline in the coming weeks as
the volumes of elective procedures and emergency-related visits
decline. The negative outlook also reflects the uncertainties
surrounding the extent and timing of recovery of the lost business
as a result of the coronavirus outbreak. Moody's estimates that the
company's adjusted debt/EBITDA was 5.2 times as of September 30,
2019 and will rise temporarily due to short-term weakness in
demand.

The affirmation of the B2 CFR reflects Moody's view that a large
portion of CHG Healthcare Services' costs (locum tenens physicians'
compensation) are variable, and Moody's believes that the company
will be able to partially mitigate the negative impact more than
many other healthcare staffing companies, amidst declining demand
for its services in the next several weeks. Moreover, the company
will benefit from increased demand for physician services when
deferred elective procedures ramp up after the stabilization of the
outbreak. Without these mitigating factors, the company's ratings
could have been lower. The affirmation of the ratings is also
supported by the company's good liquidity.

Liquidity is supported by $155 million cash and $49 million
available under its $75 million revolver as of 9/30/2019. Moody's
expects that the company has drawn the majority of its revolver in
the first quarter of 2020, or otherwise, it will do so in the
coming weeks to deal with the disruption caused by the spread of
the coronavirus. Moody's believes that CHG will remain cash flow
positive in the next 12 months despite weak upcoming 1-2 quarters
and it will be able to cover all its fixed costs under most
coronavirus scenarios ($16.4 million annual mandatory debt
amortization and $70-$80 million annual interest payment and
$35-$40 million CAPEX) with available liquidity at hand.

CHG has grown rapidly in recent years. Any company that experiences
such rapid growth is subject to governance risks. These risks
include management oversight of rapidly expanding operations,
operational and system bandwidth challenges, and cultural or due
diligence challenges. Additionally, the company's financial
policies are expected to remain aggressive reflecting its ownership
by private equity investors (Leonard Green & Partners, L.P, Ares
Management LLC and Starr Investment Holdings, LLC).

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The rating could be downgraded if CHG's financial policy becomes
more aggressive, liquidity deteriorates, demand for CHG's services
or the supply of locum tenens physicians decline on a sustained
basis. Specifically, if Moody's expects the company's debt/EBITDA
to be sustained above 6.0 times, the rating could be downgraded.

Moody's could upgrade the rating if CHG reduces its leverage on a
sustained basis such that total debt/EBITDA is maintained below 5
times. An upgrade would also require the company to maintain strong
organic earnings growth and a good liquidity profile with growing
levels of free cash flow.

Issuer: Medical Solutions Holdings, Inc.

Downgraded:

Corporate Family Rating to B3 from B2

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

Senior secured 1st lien revolving credit facility expiring in 2022
to B2 (LGD3) from B1 (LGD3)

Senior secured 1st lien term loan due 2024 to B2 (LGD3) from B1
(LGD3)

Senior secured 2nd lien term loan due 2025 to Caa2 (LGD6) from Caa1
(LGD6)

Outlook action:

Outlook remains negative

The downgrade of Medical Solutions Holdings, Inc.'s ratings
reflects Moody's expectations that the company's deleveraging
efforts could be delayed by the impact of the coronavirus spread,
which will keep its debt/EBITDA above 6.5 times in the next 12 to
18 months. Leverage was already elevated following the debt-funded
acquisition of Omaha, Nebraska-based C&A Industries, Inc (unrated).
Moody's estimates that the company's pro forma debt/EBITDA exceeded
7.0 times following the acquisition. With the postponement of
elective procedures, lower emergency-related volumes and closure of
many non-emergent healthcare facilities, Moody's expects that the
demand for the company's core travel nurse business will decline
modestly in the near-term.

Given that a large portion of Medical Solutions' costs (travel
nurse compensation) are variable, Moody's believes that the company
will be able to partially mitigate the negative impact more than
many other healthcare staffing companies, amidst declining demand
for its services in the next several weeks. Moreover, the company
will also likely benefit from an increase in healthcare staffing
demand in selected specialties in geographic areas that are
severely affected by coronavirus. Without these mitigating factors,
the company's ratings could have been lower.

The negative outlook reflects the uncertainties surrounding the
extent and timing of recovery of the lost business as a result of
coronavirus outbreak.

The company's adequate liquidity is supported by $16 million cash
and $55 million available under its $55 million revolver as of
9/30/2019. This revolver was upsized to $75 million in the fourth
quarter of 2019 when Medical Solutions acquired C&A Industries,
Inc. The company has proactively drawn its entire revolver in the
first quarter of 2020 to deal with the possible disruption caused
by the spread of the coronavirus. Moody's believes that Medical
Solutions will remain cash flow positive in the next 12 months
despite weak upcoming 1-2 quarters and it will be able to cover all
its fixed costs under moderate coronavirus scenarios ($6.3 million
mandatory annual debt amortization, $55-$60 million annual interest
payment and $10-$15 million CAPEX) with available liquidity at
hand. The company may face liquidity challenges if the coronavirus
outbreak persists for longer than 6-12 months.

From a governance perspective, as a provider of clinical labor
solutions, the company is exposed to reputational and compliance
risks if the traveling staff is involved in malpractice or fraud.
Additionally, the company's financial policies are expected to
remain aggressive reflecting its ownership by a private equity
investor (funds owned by TPG Growth).

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be downgraded if the company faces challenges in
integrating the acquisition or fails to achieve expected synergies.
Weakening operating performance due to poor execution or reduced
demand could also pressure the rating. At any point in time, if
Moody's believes that the company will not be able to sustain its
debt/EBITDA below 7.0 times within the next 12-18 months, the
rating could be downgraded.

An upgrade in the near-term is unlikely. However, effective
integration of C&A and realization of cost savings, as well as
competitive benefits related to the improved scale and diversity
could support upward rating pressure. Specifically, the ratings
could be upgraded if the company reduces its debt/EBITDA below 6.0
times on a sustained basis.

Medical Solutions is a leading provider of contingent clinical
labor solutions to hospitals across the US. The company places
contracted nurses on assignment at hospitals, and in some cases,
administers the entire short-term staffing needs (nurses and other
specialists) of its clients. Medical Solutions also provides
nursing solutions during labor disputes. Proforma annual revenues
(including C&A Industries acquisition) are approximately $1.0
billion. The company is owned by funds managed by TPG Growth.

Issuer: MEDNAX, Inc.

Downgraded:

Corporate Family Rating to B1 from Ba2

Probability of Default Rating to B1-PD from Ba2-PD

Global unsecured notes due 2023 and 2027 to B1 (LGD4) from Ba2
(LGD4)

Lowered:

Speculative Grade Liquidity Rating to SGL-2 from SGL-1

Outlook action:

Outlook changed from rating under review to stable

The downgrade of MEDNAX, Inc.'s ratings reflects Moody's
expectations that the company's leverage will remain well above its
historical range of 2.5x -- 3.5x for the foreseeable future. This
results from continued pressure on profitability as well as an
anticipated negative impact stemming from its ongoing dispute with
UnitedHealth Group Incorporated (A3 long-term issuer rating),
combined with the impact from the coronavirus. These factors will
likely result in debt/EBITDA remaining above 4.5 times over the
next 12 to 18 months. With the postponement of elective procedures,
lower emergency-related volumes and closure of many non-emergent
healthcare facilities, Moody's expects that the demand for some of
the company's businesses, especially anesthesiology services, will
decline materially in the near term.

Given that MEDNAX has limited flexibility to reduce its expenses,
Moody's believes that the company will struggle to control the cash
outflow amidst a temporary but sharp decline in demand for the
company's services. The company has announced compensation cuts for
its management, which could extend to its professional physicians
too. Nevertheless, Moody's believes that the company is limited in
its ability to significantly reduce physician compensation as it
could result in workforce attrition and risk the company's ability
to benefit from the ramp-up of demand for elective procedures when
the crisis wanes. Moody's estimates that the company's quarterly
free cash flow will be materially lower (or even negative) in the
second and third quarters of 2020. This will make the company
reliant on revolver borrowings to sustain its operations in those
two quarters.

The change of outlook to stable reflects sufficient headroom within
the B1 CFR to absorb the uncertainties surrounding the extent and
timing of recovery of the lost business as a result of the
pandemic.

The lowering of the company's Speculative Grade Liquidity rating to
SGL-2 from SGL-1 reflects a combination of Moody's expectation of
materially lower free cash flow in the next 1-2 quarters as well as
reduced availability under its revolving credit facility. Based on
an amendment to the credit agreement on March 25, 2020, the
company's available revolving facility amount was reduced to $900
million (from the original $1.2 billion) until the third quarter of
2021. The company's SGL-2 rating is supported by $305 million of
cash and $580 million available under its amended revolver. Moody's
expects that the company will draw a majority of its revolver in
the coming months to deal with the disruption caused by the spread
of coronavirus. Moody's believes that MEDNAX will have sufficient
liquidity to cover all its fixed costs in the next 12 months under
most coronavirus scenarios ($120-$130 million annual interest
payment and $30-35 million CAPEX) with available liquidity at hand.
The company could experience negative free cash flow in one or two
upcoming quarters.

As a provider of physician staffing services, MEDNAX faces
significant social risk. Several legislative proposals have been
introduced in the US Congress that aim to eliminate or reduce the
impact of surprise medical bills. Surprise medical bills are
received by insured patients who receive care from providers
outside of their insurance networks, usually in emergency
situations. As a publicly-traded company, MEDNAX is subject to
rigorous governance standards in terms of transparency,
disclosures, management's effectiveness, accountability and
compliance.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be downgraded if MEDNAX faces continued
reimbursement, volume, or payor mix pressures that will weaken
operating performance. Quantitatively, ratings could be downgraded
if Moody's determines that the company's debt/EBITDA will be
sustained above 5.0 times.

An upgrade in the near term is unlikely. Over the longer-term, the
ratings could be upgraded if MEDNAX effectively executes its plan
to reduce its costs to improve profitability. Quantitatively,
ratings could be upgraded if debt/EBITDA is sustained below 4.0
times.

Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of
physician services including newborn, anesthesia, maternal-fetal,
radiology and teleradiology, pediatric cardiology and other
pediatric subspecialty services. The company's national network is
comprised of more than 4,325 affiliated physicians who provide
clinical care in 39 states and Puerto Rico. MEDNAX also provides
teleradiology services in all 50 states, the District of Columbia
and Puerto Rico through a network of affiliated radiologists.
Revenues are approximately $3.5 billion.

Issuer: Onex TSG Intermediate Corp.

Ratings placed under review for downgrade:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured 1st lien revolving credit facility expiring in 2022
at B1 (LGD3)

Senior secured 1st lien term loan due 2022 at B1 (LGD3)

Senior secured 2nd lien term loan due 2023 at Caa1 (LGD6)

Outlook action:

Outlook changed to rating under review for downgrade from stable

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings were placed under review for downgrade due to an
expected increase in leverage from the company's updated
relationship with UnitedHealth Group Incorporated (A3 long-term
issuer rating), which Moody's expects will pressure profitability.
This is happening at a time that Moody's also expects the company's
business to be severely impacted by the impact of coronavirus.

Moody's review will focus on the potential range of outcomes from
the modified contract terms as well as any actions the company may
take to offset the impact of any revised terms. Moody's review will
also focus on the evolving impact of the coronavirus on Onex TSG
Intermediate Corp.'s business and liquidity. Moody's estimates that
the company's leverage was approximately 4.7 times at the end of FY
2019. With the postponement of elective procedures, lower emergency
department volumes and closure of many non-emergent healthcare
facilities, Moody's expects that the demand for the company's
businesses will decline materially in the near term. Given that
Onex TSG has limited flexibility to reduces its expenses, Moody's
believes that the company will struggle to control the cash outflow
amidst a temporary but sharp decline in demand for the company's
services.

The company's good liquidity is supported by $108 million cash at
the end of 2019 and $55 million available under its $75 million
revolver as of 3/31/2020. Moody's believes that ONEX TSG will have
sufficient liquidity to cover all its fixed costs in the next 12
months under most coronavirus scenarios ($5.3 million mandatory
annual debt amortization, $60-65 million annual interest payment
and $10-$15 million CAPEX) with available liquidity at hand. The
company could experience negative free cash flow in one or two
upcoming quarters.

As a provider of emergency room staffing to hospitals, Onex TSG
faces high social risk. Several legislative proposals have been
introduced in the US Congress that aim to eliminate or reduce the
impact of surprise medical bills. Additionally, the company's
financial policies are expected to remain aggressive reflecting its
ownership by a private equity investor (Onex Partners Manager LP).

An upgrade in the near term is unlikely. Over the longer-term, the
ratings could be upgraded if the company can grow its revenue base
while expanding its product line. More specifically, if the
company's debt/EBITDA is expected to be sustained below 4.5 times,
along with consistent positive free cash flow, the rating could be
upgraded.

The ratings could be downgraded if the company experiences a severe
deterioration in liquidity, a negative change in reimbursement
rates or loss of key customers. Quantitatively ratings could be
downgraded if debt/EBITDA is expected to be sustained above 6
times.

Headquartered in Lafayette, LA, Onex TSG Intermediate Corp., doing
business as SCP Health (formerly Schumacher Clinical Partners), is
a national provider of integrated emergency medicine, hospital
medicine services and healthcare advisory services. SCP Health
operates in 30 states with roughly 1,700 employees and 7,000
clinicians. Onex TSG's net revenue is approximately $1.4 billion.
Onex TSG is owned by private equity sponsor Onex Partners Manager
LP through the parent holding company - Clinical Acquisitions
Holdings LP.

Issuer: Radiology Partners, Inc.

Downgraded:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating Caa1-PD from B3-PD

Senior secured 1st lien revolving credit facility expiring in 2024
to B3 (LGD3) from B2 (LGD3)

Senior secured 1st lien term loan due 2025 to B3 (LGD3) from B2
(LGD3)

Global unsecured notes due 2028 to Caa3 (LGD5) from Caa2 (LGD5)

Outlook action:

Outlook remains stable

The downgrade of Radiology Partners, Inc.'s ratings reflects its
very high financial leverage, aggressive roll-up strategy and
history of negative free cash flow. These attributes will make the
company more vulnerable to the financial impact of the coronavirus
spread. Moody's estimates that the company's debt/EBITDA, including
acquisition-related pro forma adjustments was approximately 8.0
times at September 30, 2019. With the postponement of elective
procedures, lower emergency-related volumes and closure of many
non-emergent healthcare facilities, Moody's expects that the demand
for the company's radiologists' services will decline materially in
the near term. Further, the company will likely need to increase
debt through revolver borrowings that will permanently increase its
financial leverage. The company will have limited ability to repay
debt unless it significantly changes its financial policies,
including refraining from acquisitions.

Despite the very high leverage, the company has good liquidity.
Moody's estimates $525 million of cash after drawing almost the
entire $300 million revolver at the end of March 2020. While the
company has a substantial amount of cash, the use of cash to
mitigate coronavirus profit declines instead of investing in EBITDA
generating investments will push the company's leverage higher.
Moreover, if the coronavirus outbreak fails to subside within a
relatively short period, the company will be unable to earn
targeted returns on its recent acquisitions.

Moody's recognizes that Radiology Partners' available liquidity
will comfortably cover all its financial obligations. The company
will have lower cash flow on a quarterly basis in some upcoming
quarters, but it will be able to cover all its fixed costs under
most coronavirus scenarios ($15.8 million mandatory annual debt
amortization, $120-$130 million annual interest payment and $30-40
million CAPEX) in the next 12 months. However, the key driver for
the rating downgrade was the company's very high leverage, which
will worsen as a result of the pandemic.

The stable outlook reflects the company's good liquidity and
increased cushion to absorb operating setbacks at the Caa1 rating.

Moody's expects that the company's financial policies will remain
aggressive, reflecting its partial ownership by private-equity
investors (New Enterprise Associates, Future Fund and Starr
Investment Holdings, LLC). Radiology Partners is also partly owned
by physicians, which aligns the doctors' incentives but also adds
complexity from a governance perspective. Over time Radiology
Partners may need to provide liquidity to doctors as they retire,
which raises the risk of cash outflows. Radiology is a sector of
healthcare that has social risk given that radiology services can
give rise to surprise medical bills, which are currently an area of
intensive political focus. That said, the company's direct exposure
to potential surprise medical bill legislation is limited given
Radiology Partners has a limited number of medical claims that are
both out-of-network and balance billed to patients. However, the
company remains exposed to pricing pressure as an indirect result
of some surprise medical bill proposals that would use median
in-network rates as a benchmark.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Ratings could be downgraded if the company's liquidity and/or
operating performance deteriorates, it fails to effectively
integrate acquired practices, or if its financial policies become
more aggressive.

Ratings could be upgraded if Radiology Partners materially grows
its reported earnings by smoothly integrating newly acquired
practices. A reduction in the pace and size of acquisitions along
with significant improvement in free cash flow would also support
an upgrade. Additionally, Moody's would consider an upgrade if the
company's adjusted debt/EBITDA is sustained below 7.5 times.

Headquartered in El Segundo, CA, Radiology Partners is one of the
largest physician-led and physician-owned radiology practices in
the U.S. Services provided include diagnostic and interventional
radiology. The company is 21.1% owned by New Enterprise Associates,
10.9% by Future Fund, 28.7% by Starr Investment Holdings, LLC and
the rest by physicians, management and other investors. Pro forma
revenues are approximately $1.4 billion.

Issuer: RadNet Management, Inc.

Ratings placed under review for downgrade:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured 1st lien revolving credit facility expiring in 2023
at B1(LGD3)

Senior secured 1st lien term loan due 2023 at B1(LGD3)

Lowered:

Speculative Grade Liquidity Rating to SGL-3 from SGL-2

Outlook action:

Outlook changed to rating under review for downgrade from stable

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings were placed under review due to Moody's expectations
that the company's profits will decline materially in the coming
weeks as the demand for diagnostic services declines in line with
lower volumes of elective procedures, lower emergency department
volumes and closure of many non-emergent healthcare facilities.
Moody's review will focus on the company's strategy to reduce
expenses, conserve cash and preserve liquidity, especially if the
coronavirus outbreak is prolonged.

The company's adequate liquidity is supported by $105 million cash
and $12.5 million available under its $137.5 million revolver as of
April 3, 2020. Moody's believes that RadNet will remain cash flow
positive in the next 12 months despite weak upcoming 1-2 quarters
and it will be able to cover all its fixed costs under moderate
coronavirus scenarios ($75-$85 million annual interest payment, $39
million mandatory annual debt amortization and $40-$80 million
CAPEX) with available liquidity at hand. The company could
experience negative free cash flow in one or two upcoming
quarters.

Moody's notes that RadNet has the flexibility to defer some of its
CAPEX to conserve its liquidity. While a portion of the company's
volumes will decline due to the deferral of elective procedures,
Moody's believes that the company will have some offsetting
increases in volumes for diagnosis and treatment of coronavirus in
its large markets -- NY, NJ CA and MD -- all heavily affected by
the coronavirus outbreak at present.

Medical imaging service is a sector of healthcare that has social
risk given that it can give rise to surprise medical bills, which
are currently an area of intensive political focus. As a
publicly-traded company, RadNet is subject to rigorous governance
standards in terms of transparency, disclosures, management's
effectiveness, accountability and compliance.

An upgrade in the near term is unlikely. Over the longer-term, the
ratings could be upgraded if the company increases its scale and
geographic diversification and free cash flow. Additionally,
Moody's would consider an upgrade if the company's adjusted
debt/EBITDA is sustained below 4.5 times. Furthermore, the
expectation of a disciplined growth strategy and a stable
reimbursement environment is needed for an upgrade.

The ratings could be downgraded if the company's liquidity position
deteriorates. If debt/EBITDA is expected to remain above 6.0 times,
there could be a downgrade.

RadNet Management, Inc. (a wholly-owned subsidiary of
publicly-traded RadNet, Inc.) is a provider of freestanding,
fixed-site outpatient diagnostic imaging services in the United
States. The company has a network of 340 owned and/or operated
outpatient imaging centers primarily located in California,
Maryland, Delaware, New Jersey, and New York. The company's
services include magnetic resonance imaging (MRI), computed
tomography (CT), positron emission tomography (PET), nuclear
medicine, mammography, ultrasound, diagnostic radiology (X-ray),
fluoroscopy and other related procedures. Net revenues are around
$1.2 billion.

Issuer: Sound Inpatient Physicians, Inc.

Affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured 1st lien revolving credit facility expiring in 2023
at Ba3 (LGD3)

Senior secured 1st lien term loan due 2025 at Ba3 (LGD3)

Senior secured 2nd lien term loan due 2026 at B3 (LGD5)

Outlook action:

Outlook changed to negative from stable

The change of outlook to negative reflects Moody's view that the
company's revenues and profits will decline in the coming weeks as
the volumes of elective procedures and emergency-relate visits
decline. The negative outlook also reflects the uncertainties
surrounding the extent and timing of recovery of the lost business
as a result of the coronavirus outbreak. Moody's recognizes that
hospitalist-focused businesses will experience increased
coronavirus patient volume. However, it is unclear to what extent
the volume increases of coronavirus patients will offset the lost
business in other areas.

The affirmation of the B1 CFR reflects Sound Inpatient Physicians,
Inc.'s focus on its Bundled Payments of Care Improvements Advanced
business which enables it to be better aligned with the needs of
hospitals and payors. Many other physician staffing/services
companies are primarily focused on fee-for-service business, which
will likely see greater volume declines amidst the coronavirus
crisis compared to BPCIA. The affirmation of Sound's B1 CFR also
reflects OptumHealth's strategic ownership stake in the company. In
addition, the ownership of a material stake in the company by a key
customer also partially mitigates the risk of select contract
losses.

The company's adequate liquidity is supported by $59 million cash
and $72 million available under its $75 million revolver as of
September 30, 2019. Moody's believes that Sound Inpatient will
remain cash flow positive in the next 12 months despite weak
upcoming 1-2 quarters and it will be able to cover all its fixed
costs under moderate coronavirus scenarios ($6.1 million mandatory
annual debt amortization and $60-$65 million annual interest
payment and $5-$10 million CAPEX) with available liquidity at hand.
The company may face liquidity challenges if the coronavirus
outbreak persists for longer than 6-12 months.

As a provider of hospitalist staffing services, Sound faces high
social risk. Several legislative proposals have been introduced in
the US Congress that aim to eliminate or reduce the impact of
surprise medical bills. The company is also exposed to unfavorable
changes to government payor reimbursements and regulatory changes.
Additionally, the company's financial policies are expected to
remain aggressive reflecting its ownership by a private equity
investor (Summit Partners).

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be downgraded if the company engages in material
debt-funded acquisitions or shareholder distributions. A downgrade
could also occur if earnings or liquidity deteriorate or the
company is expected to sustain debt/EBITDA above 6.0 times.

The ratings could be upgraded if the company materially grows its
scale and achieves greater business diversification. Additionally,
Sound would need to reduce its debt/EBITDA below 4.5 times and
generate consistently positive free cash flow before Moody's would
consider an upgrade.

Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly-owned subsidiaries and affiliated
companies. Sound's principal business is to provide hospitalist
services to hospitals and health plans designed to improve the
well-being of patients while reducing their associated costs
through the management of medical care. Pro forma revenues for
fiscal 2019 are roughly $1.5 billion. The company is primarily
owned by private equity sponsor Summit Partners and UnitedHealth
Group Inc.'s OptumHealth.

Issuer: U.S. Anesthesia Partners, Inc.

Downgraded:

Corporate Family Rating to B3 from B2

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

Senior secured 1st lien revolving credit facility expiring in 2022
to B2 (LGD3) from B1 (LGD3)

Senior secured 1st lien term loan due 2024 to B2 (LGD3) from B1
(LGD3)

Senior secured 2nd lien term loan due 2025 to Caa2 (LGD6) from Caa1
(LGD6)

Outlook action:

Outlook remains negative

The downgrade of U.S. Anesthesia Partners, Inc.'s ratings reflects
Moody's expectations that the company's leverage will increase due
to an anticipated negative impact on profitability due to its
dispute with UnitedHealth Group Incorporated (A3 long-term issuer
rating). This, along with the impact from the coronavirus pandemic,
will likely result in debt/EBITDA being sustained above 6.5 times
over the next 12 to 18 months. Moody's estimates that the company's
leverage was approximately 6.0 times at the end of FY 2019. With
the postponement of elective procedures, lower emergency-related
volumes and closure of many non-emergent healthcare facilities,
Moody's expects a severe decline in demand for the company's core
anesthesia businesses.

Given that a material portion of the company is owned by physicians
whose compensation have a large variable element, Moody's believes
that the company will be better positioned than some other staffing
companies to cut expenses amidst a temporary but sharp decline in
demand for the company's services. Without this mitigating factor,
the company's ratings could have been lower. Nevertheless, Moody's
estimates that the company's quarterly free cash flow will be
negative, at least for the second quarter of 2020. This will make
USAP reliant on revolver borrowings to sustain its operations in
the coming months.

The company's good liquidity is supported by $144 million of cash
and $200 million available under its revolver as of 12/31/2019.
Moody's expects that the company will draw the majority of its
revolver to deal with reduced free cash flow while the disruption
related to coronavirus persists. Moody's believes that USAP will
have sufficient liquidity to cover all its fixed costs in the next
12 months under most coronavirus scenarios ($16 million mandatory
annual debt amortization, $95-$105 million annual interest payment
and ~$6 million CAPEX) in the next 12 months with available
liquidity at hand. The company could experience negative free cash
flow in one or two upcoming quarters.

The negative outlook also reflects the uncertainties surrounding
the extent and timing of recovery of the lost business as a result
of the coronavirus outbreak.

As a provider of physician staffing services, USAP faces
significant social risk. Several legislative proposals have been
introduced in the US Congress that aim to eliminate or reduce the
impact of surprise medical bills. Surprise medical bills are
received by insured patients who receive care from providers
outside of their insurance networks, usually in emergency
situations. USAP has grown rapidly in recent years through
acquisitions. Any company that experiences such rapid growth
through a roll-up strategy is subject to governance risks. These
risks include management oversight of a rapidly expanding
operation, operational and system bandwidth challenges, and
cultural or due diligence challenges. Additionally, the company's
financial policies are expected to remain aggressive reflecting its
ownership by a private equity investor (Welsh, Carson, Anderson &
Stowe, Berkshire Partners, GIC and Heritage Group).

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Ratings could be downgraded if the company's liquidity weakens, if
it cannot significantly reduce variable expenses in order to
conserve liquidity or if the coronavirus impacts persist for an
extended period of time. Beyond coronavirus, if operating
performance weakens for reasons including the loss of profitable
contracts, or if unfavorable regulatory changes significantly
impact the company, the ratings could be downgraded.

An upgrade in the near-term is unlikely. Over the longer term,
ratings could be upgraded if the company executes its growth
strategy, resulting in greater scale and geographic
diversification. Ratings could also be upgraded if the company's
financial policies become more conservative, such that debt/EBITDA
is sustained below 6 times.

U.S. Anesthesia Partners provides anesthesia services through
around 4,900 anesthesia providers in roughly 1,065 facilities in 11
major geographies across 9 US states. Net revenues were
approximately $1.9 billion in fiscal 2019. The company is 46% owned
by approximately 1,300 physician partners and management. The
remaining share of the company is owned by Welsh Carson Anderson &
Stowe (22%), Berkshire Partners (20%), GIC, LP (11%), and Heritage
Group (1%).

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re VNS Transportation, Inc.
   Bankr. E.D.N.Y. Case No. 20-41827
      Chapter 11 Petition filed April 8, 2020
         See https://is.gd/QzyFLh
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN, P.C
                         E-mail: alla@kachanlaw.com

In re Rene Alberto Garces
   Bankr. S.D. Tex. Case No. 20-32101
      Chapter 11 Petition filed April 7, 2020
         represented by: Jessica Hoff, Esq.

In re Germaine Elzie Gary
   Bankr. S.D. Tex. Case No. 20-32102
      Chapter 11 Petition filed April 7, 2020

In re Douglas Casper Palzer
   Bankr. D. Nev. Case No. 20-11889
      Chapter 11 Petition filed April 8, 2020
          represented by: Samuel A. Schwartz, Esq.
                          SCHWARTZ LAW, PLLC

In re Hallmark Ventures, LLC
   Bankr. C.D. Cal. Case No. 20-13575
      Chapter 11 Petition filed April 9, 2020
         See https://is.gd/1pqSXZ
         represented by: Ronald W. Ask, Esq.
                         ELDER LAW CENTER, P.C.
                         E-mail: elc@elderlawcenter.net

In re Microcurrent Research and Education, LLC
   Bankr. M.D. Fla. Case No. 20-03018
      Chapter 11 Petition filed April 10, 2020
         See https://is.gd/tMNrU2
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: All@tampaesq.com

In re Tanya E. Tucker
   Bankr. M.D. Fla. Case No. 20-03009
      Chapter 11 Petition filed April 10, 2020
         represented by: Daniel Etlinger, Esq.
                         JENNIS LAW FIRM
                         E-mail: detlinger@jennislaw.com

In re Nathalie Cleveland
   Bankr. D. Colo. Case No. 20-12521
      Chapter 11 Petition filed April 10, 2020
         represented by: Jeffrey Weinman, Esq.

In re Leo Golba and Nicki Golba
   Bankr. M.D. Fla. Case No. 20-03025
      Chapter 11 Petition filed April 10, 2020
         represented by: Jeffrey Lampley, Esq.

In re Robert J. Mockoviak and Sandra H. Mockoviak
   Bankr. S.D. Fla. Case No. 20-14372
      Chapter 11 Petition filed April 10, 2020
         represented by: Luis Salazar, Esq.
                         SALAZAR LAW

In re Freedom Trucking, LLC
   Bankr. S.D. Ind. Case No. 20-02200
      Chapter 11 Petition filed April 10, 2020
         See https://is.gd/7ogFyC
         represented by: Robert D. Cheesebourough, Esq.
                         ROBERT D. CHEESEBOUROUGH
                         E-mail: robertcheesebourough@gmail.com

In re Rick's, Inc.
   Bankr. N.D. Ala. Case No. 20-81043
      Chapter 11 Petition filed April 13, 2020
         See https://is.gd/wzPPxY
         represented by: Stuart M. Maples, Esq.
                         MAPLES LAW FIRM, PC

In re Joseph Samango
   Bankr. E.D. Pa. Case No. 20-11972
      Chapter 11 Petition filed April 12, 2020
         represented by: Michael Alan Siddons, Esq.

In re Kurt Kennan Kroll
   Bankr. D. Minn. Case No. 20-41050
      Chapter 11 Petition filed April 13, 2020
         represented by: John Lamey, Esq.
                         LAMEY LAW FIRM PA

In re Roger Duane Rahaeuser and Lynne Marlene Rahaeuser
   Bankr. D. Ariz. Case No. 20-03910
      Chapter 11 Petition filed April 13, 2020
         represented by: Thomas Allen, Esq.
                         ALLEN BARNES & JONES, PLC

In re Capital Venture Properties, LLC
   Bankr. M.D.N.C. Case No. 20-10375
      Chapter 11 Petition filed April 13, 2020
         See https://is.gd/sRyLyi
         represented by: Dirk W. Siegmund, Esq.
                         IVEY, MCCLELLAN, GATTON & SIEGMUND

In re Michael Stone and Kara Stone
   Bankr. D. Ariz. Case No. 20-03932
      Chapter 11 Petition filed April 14, 2020
         represented by: Joseph Gregory Urtuzuastegui III, Esq.
                         WINSOR LAW GROUP, PLC


                            *********

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
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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