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

              Wednesday, June 17, 2020, Vol. 24, No. 168

                            Headlines

24 HOUR FITNESS: Case Summary & 30 Largest Unsecured Creditors
24 HOUR FITNESS: Moody's Cuts CFR to Ca on Chapter 11 Filing
3443 ZEN GARDEN: Hires Foran O'Toole as Special Counsel
4-S RANCH PARTNERS: Seeks Approval to Hire Farmland Consultants
ADELSA AUTO: Seeks to Hire Lisander Cruz as Accountant

AGUPLUS LLC: Hires Goodsill Anderson as Special Counsel
AIR CANADA: Fitch Lowers LT IDR to 'BB-', Outlook Negative
ALAMO CHANDLER: Seeks to Hire Biggs Cagan as Accountant
ALTERA INFRASTRUCTURE: S&P Lowers ICR to 'B'; Outlook Negative
AMERICAN EQUITY: S&P Rates New Perpetual Preferred Stock 'BB'

AMERICORE HOLDINGS: Trustee Taps William Catlett as Special Counsel
ANDREW CULLEN: Case Summary & 20 Largest Unsecured Creditors
ASI CAPITAL: Voluntary Chapter 11 Case Summary
BENTON ENTERPRISES: Seeks to Hire Pearson Realty as Realtor
BENTON ENTERPRISES: Taps Fear Waddell as General Insolvency Counsel

BHF CHICAGO: Case Summary & 20 Largest Unsecured Creditors
BKD GROUP: Voluntary Chapter 11 Case Summary
BONEYARD ARCHERY: Seeks to Hire Ivey McClellan as Legal Counsel
BURNINDAYLIGHT LLC: Hires Better Properties as Broker
BWX TECHNOLOGIES: S&P Raises Sr. Unsecured Notes Rating to 'BB'

CCF HOLDINGS: RSM Quits as Auditor Citing Impaired Independence
CD&R SMOKEY: Moody's Assigns B2 CFR & B2-PD PDR, Outlook Stable
CENTENNIAL RESOURCE: Moody's Rates 2nd Lien Secured Notes 'Caa1'
CHINOS HOLDINGS: Committee Hires Michel-Shaked as Consultant
CHINOS HOLDINGS: Law Firm of Russell Represents Utility Companies

CHINOS INTERMEDIATE: S&P Rates $400MM DIP Term Loan 'B'
COASTAL INTERNATIONAL: Exclusivity Period Extended to Oct. 30
COVENANT PHYSICIAN: Moody's Alters Outlook on B3 CFR to Negative
DANA INC: Fitch Alters Outlook on BB+ LongTerm IDR to Negative
DANA INC: Moody's Confirms Ba3 Corp. Family Rating, Outlook Neg.

DEALER TIRE: Moody's Confirms B2 CFR & Caa1 Unsec. Debt Rating
DECO ENTERPRISES: Hires Mousavi & Lee as Special Counsel
DIAMOND SPORTS: Moody's Rates Secured Notes 'Ba3', Outlook Neg.
DIOCESE OF ST. CLOUD: Case Summary & 3 Unsecured Creditors
DM WORLD: Seeks to Hire Shuker & Dorris as Counsel

ELK PETROLEUM: Exclusivity Period Extended to Aug. 14
EQM MIDSTREAM: Fitch Affirms 'BB' IDR, Outlook Negative
EQT CORP: Fitch Alters Outlook on BB LongTerm IDR to Positive
EXTRACTION OIL: Case Summary & 30 Largest Unsecured Creditors
EXTRACTION OIL: Implements Revised Compensation Structure

EXTRACTION OIL: Moody's Cuts PDR to D-PD on Chapter 11 Filing
FIRST CHOICE: Case Summary & 20 Largest Unsecured Creditors
FOURTH QUARTER: Seeks to Hire Stone and Baxter as Counsel
FRIENDS OF CITRUS: Exclusivity Period Extended to Sept. 7
GENCANNA GLOBAL: Given More Time to File Chapter 11 Plan

GGI HOLDINGS: Kane Russell Represents Chengdu, 3 Others
GKS CORPORATION: Exclusivity Period Extended to Aug. 22
GLOBALTRANZ ENTERPRISES: Moody's Cuts CFR to Caa1, Outlook Neg.
GREEN WORLD: Hires Frank S. Homsher as Counsel
GREENSBURG CONCRETE: Deadline to File Plan Moved to June 29

HORNBECK OFFSHORE: Hires Guggenheim Securities as Investment Banker
HORNBECK OFFSHORE: Hires Kirkland & Ellis as Legal Counsel
HORNBECK OFFSHORE: Hires Portage Point as Restructuring Advisor
HORNBECK OFFSHORE: Seeks to Hire Ernst & Young as Tax Advisor
INDIANA FINANCE: Moody's Rates Series 2020A/B Bonds 'Ba1'

IQOR US: Moody's Cuts PDR to Ca-PD & Alters Outlook to Stable
J.C. PENNEY: Hires Jackson Walker as Co-Counsel
JM BROWN PROPERTIES: Seeks to Hire Ivey McClellan as Legal Counsel
JUMBO DESIGN: Seeks to Hire Gabriel Del Virginia as Attorney
KNOWLTON DEVELOPMENT: Moody's Affirms B2 CFR, Outlook Stable

LEE'S FOODSERVICE: Exclusive Filing Period Extended Until Aug. 31
LEV INVESTMENTS: Hires Levene Neale as Bankruptcy Counsel
LUCID ENERGY: Moody's Alters Outlook on B3 CFR to Negative
MAGNOLIA OIL: Fitch Affirms and Withdraws 'B' Issuer Default Rating
MAINES PAPER: Seeks to Hire Klehr Harrison as Counsel

MCSS REST: Case Summary & 16 Unsecured Creditors
MED PARENTCO: Moody's Cuts CFR to Caa1, Outlook Negative
METAL PARTNERS: Case Summary & 20 Top Unsecured Creditors
MMM HOLDINGS: Moody's Rates $20MM Incremental Debt 'B1'
MURRAY METALLURGICAL: Seeks to Extend Exclusivity Period to Oct. 8

MYOMO INC: All Three Proposals Passed at Annual Meeting
OLDE LIBRARY: Exclusivity Period Extended to Sept. 20
OMEROS CORP: Shareholders Pass All Proposals at Annual Meeting
ONEWEB GLOBAL: Creditors' Committee Members Disclose Claims
PAINTER SANTA: Exclusive Plan Filing Period Extended to June 30

PARK TRANSPORTATION: Hires DiMonte & Lizak as Attorney
PARKLAND CORP: Fitch Affirms BB LongTerm IDR, Outlook Stable
PATHWAY VET: Moody's Assigns B3 CFR, Outlook Stable
PG&E CORP: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
PGX HOLDINGS: Moody's Hikes CFR to Caa2 & Alters Outlook to Stable

POWER BAIL: Case Summary & 20 Largest Unsecured Creditors
PROTECH METAL: Seeks to Hire Dunham Hildebrand as Legal Counsel
PROTEUS DIGITAL: Case Summary & 20 Largest Unsecured Creditors
PYXUS INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
PYXUS INTERNATIONAL: Moody's Cuts PDR to D-PD on Chapter 11 Filing

PYXUS INTERNATIONAL: Pachulski, Stroock Represent First Lien Group
QUINTELA GROUP: Seeks to Hire Corral Tran as Legal Counsel
REDEEMED CHRISTIAN: Hires Okeh & Associates as Accountant
RENAISSANCE ACADEMY: Moody's Rates $12.42MM Series 2020A Bonds Ba2
RENAISSANCE CHARTER: Fitch Affirms B+ Rating on 2010A/B Bonds

RESORT LEGAL: Case Summary & 7 Unsecured Creditors
RILEY DRIVE ENTERTAINMENT: Exclusivity Period Extended to Aug. 12
RM BAKERY: Voluntary Chapter 11 Case Summary
RUBIE'S COSTUME: Seeks to Hire BDO USA as Financial Advisor
RUBIE'S COSTUME: Seeks to Hire SSG Advisors as Investment Banker

RUTABAGA CAFE: Hires Professional Management as Accountant
RYAN ESTATES: Involuntary Chapter 11 Case Summary
SHAWNEE CONSTRUCTION: Voluntary Chapter 11 Case Summary
SKILLSOFT CORPORATION: Case Summary & 30 Top Unsecured Creditors
STL RENAISSANCE: Winstead Represents Evan Richardson, 4 Others

SUSTAINABLE RESTAURANT: Hires Cable Huston as Special Counsel
SWISSPORT FUELLING: Chapter 15 Case Summary
TAMPA BAY MARINE: Taps Holland & Knight as Special Counsel
TECH DATA: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
TECH DATA: Moody's Assigns B2 CFR, Outlook Stable

THG PROPERTIES: Exclusive Filing Period Extended Until Sept. 4
TORTOISE BORROWER: Moody's Alters Outlook on Ba3 CFR to Negative
TOTAL OILFIELD: Case Summary & 20 Largest Unsecured Creditors
TPC GROUP: Fitch Affirms BB LongTerm IDR, Outlook Negative
TRANS WORLD: Incurs $58.7 Million Net Loss in Fiscal 2019

TRI-STATE PAIN: Exclusive Plan Filing Period Extended Until Aug. 20
TRUDY'S TEXAS: Taps Hilco, Newtron Enterprises as Sale Agents
TUPPERWARE BRANDS: Extends Purchase Agreement Due Diligence Period
TWO TALES: Seeks to Hire Penachio Malara as Counsel
UPGRADE LABS: Case Summary & 20 Largest Unsecured Creditors

V.S. INVESTMENT: Seeks to Hire Bountiful Law as Counsel
VITALIBIS INC: Case Summary & 5 Unsecured Creditors
W.R. GRACE: Fitch Assigns 'BB+' LongTerm Issuer Default Rating
W.R. GRACE: Moody's Rates New $550MM Senior Unsecured Notes 'Ba3'
WAVE COMPUTING: Hires Paul Weiss as Special Counsel

WEATHERS PROPERTIES: Hires Allan D. NewDelman as Counsel
WINDSTREAM HOLDINGS: GLM Fails in Bid for "Critical Vendor" Status
YOGI CARPET: Case Summary & 20 Largest Unsecured Creditors
YS GARMENTS: Moody's Alters Outlook on Caa1 CFR to Stable

                            *********

24 HOUR FITNESS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: 24 Hour Fitness Worldwide, Inc.
             12647 Alcosta Blvd
             Suite 500
             San Ramon, CA 94583

Business Description:     24 Hour Fitness Worldwide, Inc. --
                          https://www.24hourfitness.com -- is an
                          operator of health and fitness clubs.
                          The Debtors operate out of their two
                          headquarter locations in San Ramon,
                          California, and Carlsbad, California.
                          As of March 31, 2020, the Debtors served

                          approximately 3.4 million members in 445
                          locations across the United States, all
                          of which are leased.  The Debtors
                          generate revenue primarily through
                          various club membership fees and the
                          sale of related goods and services such
                          as fitness apparel, food and beverage
                          concessions, and personal training
                          sessions.

Chapter 11 Petition Date: June 15, 2020

Court:                    United States Bankruptcy Court
                          District of Delaware

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

     Debtor                                            Case No.
     ------                                            --------
     24 Hour Fitness Worldwide, Inc. (Lead Case)       20-11558
     24 Hour Holdings II LLC                           20-11559
     24 Hour Fitness United States, Inc.               20-11560
     24 Hour Fitness USA, Inc.                         20-11561
     24 Hour Fitness Holdings LLC                      20-11562
     24 San Francisco LLC                              20-11563
     24 New York LLC                                   20-11564
     24 Denver LLC                                     20-11565
     RS FIT Holdings LLC                               20-11566
     RS FIT CA LLC                                     20-11567
     RS FIT NW LLC                                     20-11568

Judge:                    Hon. Karen B. Owens

Debtors' Counsel:         Ray C. Schrock, P.C.
                          Ryan Preston Dahl, Esq.
                          Kevin Bostel, Esq.
                          WEIL, GOTSHAL & MANGES LLP
                          767 Fifth Avenue
                          New York, New York 10153
                          Tel: (212) 310-8000
                          Fax: (212) 310-8007
                          Email: ray.schrock@weil.com
                                 ryan.dahl@weil.com
                                 kevin.bostel@weil.com

Debtors'
Local
Counsel:                  Laura Davis Jones, Esq.
                          Timothy P. Cairns, Esq.
                          Peter J. Keane, Esq.
                          PACHULSKI STANG ZIEHL & JONES LLP
                          919 North Market Street
                          17th Floor
                          Wilmington, Delaware 19801
                          Tel: (302) 652-4100
                          Fax: (302) 652-4400
                          Email: ljones@pszjlaw.com
                                 tcairns@pszjlaw.com
                                 pkeane@pszjlaw.com

Debtors'
Financial
Advisor:                  FTI CONSULTING, INC.
                          227 West Monroe Street
                          Suite 900
                          Chicago, Illinois 60606

Debtors'
Investment
Banker:                   LAZARD FRERES & CO. LLC
                          300 North LaSalle Street
                          Chicago, Illinois 60654

Debtors'
Claims,
Noticing &
Solicitation
Agent and
Administrative
Advisor:                  PRIME CLERK LLC
                          One Grand Central Place
                          60 East 42nd Street, Suite 1440
                          New York, NY 10165
                          https://is.gd/kIltUV

Estimated Assets
(on a consolidated basis): $1 billion to $10 billion

Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion

The petitions were signed by Daniel Hugo, chief restructuring
officer.

A copy of 24 Hour Fitness Worldwide's petition is available for
free at PacerMonitor.com at:

                     https://is.gd/C9GSuz

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Wells Fargo                     Unsecured Notes    $500,000,000
Attn.: Lindsey Widdis
150 East 42nd St 40th floor
New York, NY 10017
Tel: 917-260-1546
Email: lindsey.widdis@wellsfargo.com

2. Kellermeyer Bergensons Services  Trade Payable       $8,829,781
Attn.: Elva De La Torre
1575 Henthorne Drive
Maumee, OH 43537
Tel: 760-477-1406
Email: ar-ca@kbs-services.com

3. Veritas Media Group LLC          Trade Payable       $6,291,723
Attn.: Jason Ballance
1111 Broadway 3rd floor
Oakland, CA 94607
Tel: 510-867-4699
Email: jason@veritasmediagroup.com

4. Axiom Construction Company LLC   Trade Payable       $4,210,514
Attn.: Brian Melton
1219 Wunsche Loop
Spring, TX 77373
Tel: 218-443-6327
Email: bmelton@axiomconstruction.com

5. Raymond Construction Inc.        Trade Payable       $2,756,804
Attn.: Dawn Quin
4407 N. Beltwood Parkway # 106
Dallas, TX 75244
Tel: 972-980-4404
Email: tdailey@raymondconstruction.com

6. DGC Capital Contracting          Trade Payable       $2,641,504
Attn.: Maureen Mcfadden
506 South 9th Ave
Mount Vernon, NY 10550
Tel: 914-664-7244
Email: ccolumbia@dgccapital.com

7. Club Resource Group Inc.         Trade Payable       $2,559,035
Attn.: Jennifer
1875 N. Macarthur Drive
Tracy, CA 95376
Tel: 800-536-6858
Email: kkovenich@crg.us.com

8. AT Kearney Inc                   Trade Payable       $2,523,777
Attn.: John Fiorentino
227 West Monroe Street
Chicago, IL 60606
Tel: 312-223-6895
Email: northamerica.finance@atkearney.com

9. Muscle Foods USA                 Trade Payable       $2,431,967
Attn.: Mike Banisch
P.O. Box 791126
Baltimore, MD 21279-1126
Tel: 570-543-4800
Email: mikeb@musclefoodsusa.com

10. Epsilon Agency LLC              Trade Payable       $2,222,781
Attn.: Sekinat Fakoya
3787 Momentum Place
Chicago, IL 60689-5337
Tel: 404-596-5200
Email: chris.schulte@epsilon.com

11. Cumming Construction            Trade Payable       $2,191,607
Company Inc
Attn.: Adam Lopes
1483 East 3850 South
St. George, UT 84790
Tel: 435-656-8433
Email: trevor@cciutah.com

12. Staples Contract &              Trade Payable       $1,850,411
Commercial LLC
Attn.: Steve Seignious
PO Box 70242
Philadelphia, PA 19176-0242
Tel: 858-859-6732
Email: arremittance@staples.com;
steve.seignious@staples.com

13. Cal Select Builders, Inc.       Trade Payable       $1,732,328
Attn.: Gail Newton  
23253 La Palma Ave
Yorba Linda, CA 92887
Tel: 714-694-0203
Email: gnewton@calselect.com

14. SMA Architects PC               Trade Payable       $1,496,711
Attn.: Nacy Meier
115 W Main St
Allen, TX 75013
Tel: 972-359-8788
Email: nmeier@meierarchitects.com

15. PCM Sales Inc                   Trade Payable       $1,289,431
Attn.: Hillarie Rubin
4995 Murphy Canyon Rd., Ste. 300
San Diego, CA 92123
Tel: 949-472-8600
Email: cashpostingpcm.com

16. Keono                           Trade Payable       $1,176,143
Attn.: Erika Dobrotka
205 E. Butterfield Rd # 166
Elmhurst, IL 60126
Tel: 630-776-5152
Email: accounting@keono.com

17. Precor Inc.                     Trade Payable       $1,084,903
Attn.: Janine
20031 142nd Ave. NE
Woodinville, WA 98072-4002
Tel: 1-800-347-4404
Email: runningprecor.com;
maria.marynevych@precor.com

18. Microsoft Corporation           Trade Payable         $934,689
Attn.: Taimah Vaber
6100 Neil Road
Reno, NV 89511-1137
Tel: 607-423-5774
Email: mscreditmicrosoft.com

19. 600 Broadway Partners LLC       Trade Payable         $929,495
Attn: Alex Adjmi
1412 Broadway 3rd floor
New York, NY 10018
Tel: 212-398-3970 x300
Email: alex@achsny.com

20. 225 5th Avenue NY LLC             Rent/Lease          $915,792
Attn.: Legal Department               Obligation
6922 Hollywood Boulevard,
Suite 900
Bethesda, MD 20814
Attn.: Legal Department
Tel: 323-860-4900
Email: Tenaya Randolph (PM in NY)
trandolph@cimgroup.com

21. Colorado Pool Systems           Trade Payable         $861,768
Attn.: Patrick Kitowski
2801 Youngfield Street Suite 260
Golden, CO 80401
Tel: 303-420-7321
Email: linda@copools.com

22. Radius Global                   Trade Payable         $848,149
Solutions LLC
Attn.: Erica Doshi
7831 Glenroy Rd
Edina, MN 55439
Tel: 876979879
Email: accounts.receivable@radiusgs.com

23. Wiedenbach-Brown Co., Inc.      Trade Payable         $829,648
Attn.: Scott King
22901 La Palma Avenue
Yorba Linda, CA 92887
Tel: 714-692-2200
Email: ar@wblight.com

24. Piranha Industries              Trade Payable         $821,832
Attn.: Gail Spencer
2801 Youngfield St Suite 260
Golden, CO 80401
Tel: 303-420-7321
Email: gspencer@piranhaind.com

25. Palomar Fitness Partner LP        Rent/Lease          $802,270
c/o Pacific Development Partners      Obligation
Attn.: Janet Tanasugarn
11601 Wilshire Blvd. Suite 2110
Los Angeles, CA 90025
Tel: 949-833-8334 ext 27
Email: jtanasugarn@tiarna.com

26. 1680 Kapiolani LLC                Rent/Lease          $801,229
Attn.: John Stokke, Property          Obligation
Manager
3810 Katella Avenue
Los Alamitos, CA 94583
Tel: 562-594-0324
Email: jstokkecrms@gmail.com

27. Annapolis Towne Center            Rent/Lease          $789,742
at Parole LLC                         Obligation
c/o PGIM Real Estate
Attn.: Michael Harrington
7 Giralda Farms
Madison, NJ 07940
Tel: 410-559-2516
Email: michael.harrington@pgim.com
Anthony Henry Trademark Property GM
(onsite), 410-881-4613

28. BP-CGCenter I LLC                 Rent/Lease          $777,688
Attn.: Robert Selsam                  Obligation
599 Lexington Avenue Suite 1800
New York, NY 10022
Email: acameron@bostonproperties.com

29. Hoist Fitness Systems           Trade Payable         $749,820
Attn.: Jason Evenskaas
11900 Community Road
Poway, CA 92064
Tel: 18005485438
Email: jmcdonald@hoistfitness.com

30. Costco Wholesale                Trade Payable              TBD
Attn: Stacy Wells
P.O. Box 34331
Seattle, WA 98124
Tel: (425) 313-2854
Email: swells@costco.com


24 HOUR FITNESS: Moody's Cuts CFR to Ca on Chapter 11 Filing
------------------------------------------------------------
Moody's Investors Service downgraded 24 Hour Fitness Worldwide,
Inc.'s Corporate Family Rating to Ca from Caa3 and Probability of
Default Rating to D-PD from Caa3-PD following the company's
voluntary filing of Chapter 11 bankruptcy proceedings. In addition,
the debt instrument ratings on the first lien term loan and
revolving credit facility are downgraded to Ca from Caa3. The
rating on senior unsecured notes was affirmed at C. The outlook
remains stable.

"24 Hour Fitness needed to address its capital structure that had
left the company with high leverage, weak liquidity and looming
maturities even prior to the added disruption caused by the
coronavirus" said Joanna Zeng O'Brien, Moody's analyst.

Moody's took the following ratings actions:

Issuer: 24 Hour Fitness Worldwide, Inc.

Corporate Family Rating, Downgraded to Ca from Caa3

Probability of Default Rating, Downgraded to D-PD from Caa3-PD

Gtd Senior Secured First Lien Revolving Credit Facility, Downgraded
to Ca (LGD3) from Caa3 (LGD3)

Gtd Senior Secured First Lien Term Loan, Downgraded to Ca (LGD3)
from Caa3 (LGD3)

Senior Unsecured Regular Bond/Debenture, Affirmed at C (LGD5 from
LGD6)

Outlook Actions:

Issuer: 24 Hour Fitness Worldwide, Inc.

Outlook, remains Stable

RATINGS RATIONALE

Subsequent to its actions, Moody's will withdraw the ratings due to
24 Hour Fitness' bankruptcy filing.

Headquartered in San Ramon, California, 24 Hour Fitness Worldwide,
Inc. is an operator of fitness centers in the US. The company
operates about 446 clubs serving approximately 3.4 million members
across 13 states, predominantly in California, Texas and Colorado.
Revenue was about $1.5 billion in 2019.


3443 ZEN GARDEN: Hires Foran O'Toole as Special Counsel
-------------------------------------------------------
Gregory S. Milligan, the Chapter 11 Trustee of 3443 Zen Garden,
L.P., seeks authority from the U.S. Bankruptcy Court for the
Western District of Texas to employ Foran O'Toole & Burke LLC, as
special counsel to the Debtor.

The primary assets of the Estate are land, buildings, and other
improvements located at 3443 Ed Bluestein Boulevard in Austin,
Texas (collectively, the "Property").

The Property includes substantial road frontage along Ed Bluestein
Boulevard, also designated as U.S. Route 183. The Texas Department
of Transportation ("TxDOT") has recently undertaken a major project
to widen and modernize this section of Ed Bluestein Boulevard. As
part of that process, TxDOT and the Central Texas Regional Mobility
Authority (the "CTRMA") initiated a condemnation proceeding (the
"Condemnation Proceeding") related to a portion of the Property to
seek an easement over a portion of the property for drainage
retention. The Debtor previously retained Foran O'Toole on a
contingency fee basis and was advancing negotiation of a consensual
resolution of the Condemnation Proceeding prior to the Petition
Date.

3443 Zen Garden requires Foran O'Toole to represent the Debtor in
the Condemnation Proceeding.

Foran O'Toole will be paid a contingency fee of 33 1/3% of the
value of any and all improvements proposed as part of the
resolution of the Condemnation Proceeding.

Foran O'Toole will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mark T. O'Toole, partner of Foran O'Toole & Burke LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Foran O'Toole can be reached at:

     Mark T. O'Toole, Esq.
     Foran O'Toole & Burke LLC
     321 N. Clark St., Suite 2450
     Chicago, IL 60654
     Tel: (312) 644-1414

                    About 3443 Zen Garden

3443 Zen Garden, LP is a "single asset real estate" debtor (as
defined in 11 U.S.C. Section 101(51B)).

On March 22, 2020, creditors Lyle America, Austin Glass & Mirror,
Inc. and ACM Services, LLC filed an involuntary Chapter 11 petition
against 3443 Zen Garden (Bankr. W.D. Texas Case No. 20-10410). The
petitioning creditors are represented by Kell C. Mercer, Esq., at
Kell C. Mercer, PC.

Judge H. Christopher Mott oversees the case.

Gregory S. Milligan was appointed as Chapter 11 trustee for 3443
Zen Garden. Wick Phillips Gould & Martin, LLP and HMP Advisory
Holdings, LLC serve as the trustee's bankruptcy counsel and
financial advisor, respectively.



4-S RANCH PARTNERS: Seeks Approval to Hire Farmland Consultants
---------------------------------------------------------------
4-S Ranch Partners, LLC seeks authority from the United States
Bankruptcy Court for the Eastern District of California to hire
Matt Wear of Farmland Consultants, LLC as its consultant.

Farmland Consultants will assist the Debtor with the analysis of
surface water structures, water storage capacity, water sales
options, data gathering/evaluation, environmental impacts, and
consulting potential investors in regards to the certain real
property commonly known as Merced County Assessor's Parcel Numbers:
049-200-005; 049-200-020; 049-200-022; 049-200-019; 049-200-023;
049-200-017; 049-200-021; 049-200-024; 049-220-018; 049-200-025;
049-220-019; 049-220-016; 049-220-020; 049-240-017; 065-030-004;
049-220-015; and 049-240-016 (the 4-S Property).

Mr. Wear has agreed to perform these services in return for a
commission of 2 percent of the contracted sale price of the 4-S
Property.

Mr. Wear assures the court that he is a "disinterested person
"within the meaning of Bankruptcy Code Sec. 101(14) and as required
by Bankruptcy Code Sec. 327(a).

The firm can be reached through:

     Matt Wear
     Farmland Consultants, LLC
     1000 West Nifong
     Building 4, Suite 201C
     Columbia, MO 65203
     Tel: 573-673-9291
     Email: matt@farmlandconsultants.com

                        About 4-S Ranch Partners, LLC

4-S Ranch Partners, LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).

4-S Ranch Partners, LLC, filed its voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-10800) on
March 2, 2020. The petition was signed by Stephen W. Sloan,
managing member. At the time of filing, the Debtor estimated $500
million to $1 billion in assets and $50 million to $100 million in
liabilities.

The case is assigned to Judge Rene Lastreto II.

Reno F.R. Fernandez III, Esq. at MACDONALD FERNANDEZ LLP represents
the Debtor as counsel.


ADELSA AUTO: Seeks to Hire Lisander Cruz as Accountant
------------------------------------------------------
Adelsa Auto Finance Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Lisander Cruz,
as accountant to the Debtor.

Adelsa Auto requires Lisander Cruz to:

   a. assist the Debtor with the preparation of monthly operating
      reports during the course of the bankruptcy proceedings;

   b. perform general accounting services, such as creating and
      maintaining records of monthly and annual income and
      expenses;

   c. prepare federal and state tax returns;

   d. assist in preparing documents necessary for confirmation;

   e. provide accounting advice to the Debtor; and

   f. provide such other functions as requested by the Debtor.

Lisander Cruz will be paid at these hourly rates:

     Attendance and Testimony at Court          $100
     Accounting and Consulting                  $75
     Staff Accounting/Bookkeeping               $30

Lisander Cruz will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Lisander Cruz assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Lisander Cruz can be reached at:

     Lisander Cruz
     1107 E Semoran Blvd., Suite 103
     Apopka, FL 32703
     Tel: (407) 920-2264

              About Adelsa Auto Finance Inc.

Adelsa Auto Finance Inc., an automobile dealer in Orlando, Fla.,
sought bankruptcy protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 20-02697) on May 13, 2020. The
petition was signed by Adelsa President Yngrid. At the time of the
filing, the Debtor had estimated assets of less than $50,000 and
liabilities of between $1 million and $10 million. Debtor tapped
Bartolone Law, PLLC as its counsel.



AGUPLUS LLC: Hires Goodsill Anderson as Special Counsel
-------------------------------------------------------
AguPlus, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of Hawaii to employ Goodsill Anderson Quinn and
Stifel, as special counsel to the Debtor.

AguPlus, LLC requires Goodsill Anderson to Hannan Ribiyou
Kabushikigaisha v. Agu Ramen LLC, Hisashi Teddy Uehara and Agu
Isenberg, LLC, et. al., Civil No. 19-00379 (U.S.D.C. Hawaii).

Goodsill Anderson will be paid at these hourly rates:

     Johnathan C. Bolton         $460
     Edmund Saffery              $385
     Rachel Zelman               $325
     Christopher P. St. Sure     $285

Goodsill Anderson will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Johnathan C. Bolton, partner of Goodsill Anderson Quinn and Stifel,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Goodsill Anderson can be reached at:

     Johnathan C. Bolton, Esq.
     Goodsill Anderson Quinn and Stifel
     999 Bishop Street, Suite 1600
     Honolulu, HI 96813
     Tel: (808) 547-5600
     Fax: (808) 547-5880

              About AguPlus, LLC

AguPlus, LLC, is a Hawaii-based company that operates ramen
restaurants.

AguPlus, LLC, and Agu-V, Inc., each filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii
Lead Case No. 19-01529) on Nov. 29, 2019. In the petitions signed
by Rika Takahashi, manager, AguPlus was estimated to have $500,000
to $1 million in assets and $10 million to $50 million in
liabilities; while Agu-V was estimated to have $500,000 to $1
million in assets and $500,000 to $1 million in liabilities.
Jerrold K. Guben, Esq. at O'Connor Playdon Guben & Inouye LLP,
represents the Debtors.



AIR CANADA: Fitch Lowers LT IDR to 'BB-', Outlook Negative
----------------------------------------------------------
Fitch Ratings has downgraded Air Canada's Long-Term Issuer Default
Rating to 'BB-' from 'BB'. The Rating Outlook remains Negative.
Fitch has also downgraded Air Canada's existing unsecured notes to
'B+'/'RR5' from 'BB/RR4'.

KEY RATING DRIVERS

Corporate Rating: Air Canada entered 2020 in a strong liquidity
position with over $6 billion in cash. Fitch believes the company
should have sufficient liquidity to manage through the crisis
assuming a modest recovery that begins in the second half of 2020
and continues into 2021. Liquidity has been bolstered by various
capital raises completed over the last few months.

However, Fitch has revised its forecast since our previous review
to include a steeper downturn in 2020 and slower recovery in 2021.
Fitch believes that Air Canada carries a greater risk of a slower
recovery than some carriers due to its heavy reliance on
international traffic. In 2019 30% of its passenger revenue came
from domestic traffic, 48% from U.S. transborder and trans-Atlantic
travel, and the remainder from the Pacific and other non-domestic
traffic. Reluctance to travel internationally and the possibility
of prolonged travel restrictions may delay Air Canada's recovery
compared to more domestically focused carriers.

Given our expectation for a slower recovery in demand, we expect
Air Canada's credit metrics will fall outside levels that would
support a 'BB' rating at least through 2021 before returning to
supportive levels around the end of 2022. The Negative Outlook
reflects the high degree of uncertainty remaining around air
traffic recovery in light of the ongoing coronavirus pandemic.

Air Canada has taken significant actions to date to build up
liquidity and reduce cash burn. The company announced layoffs of
some 20,000 of its 38,000 employees. The company has raised
additional cash by fully drawing its revolvers, accessing a US$600
million 364-day term loan, issuing CAD$1 billion in convertible
notes, CAD$575 million in equity. These actions have shored up
liquidity, but represent significant additional debt over amounts
included in Fitch's prior forecast.

Fitch's downgrade of Air Canada's senior unsecured debt reflects a
growing amount of debt that has either already been issued or that
is likely to be issued throughout the year that could dilute
potential recovery to unsecured creditors in a restructuring
scenario.

DERIVATION SUMMARY

Air Canada is rated in line with United Airlines and above American
(B) and Hawaiian Air (B+). The ratings reflect Air Canada's balance
sheet improvement over recent years prior to the coronavirus
downturn, strong financial performance and commitment to
conservative credit metrics. The company also entered the downturn
in a relatively favorable position as its large cash balance and
ample liquidity were favorable to other carriers. These benefits
are partly offset by Air Canada's heavy exposure to international
travel in relation to some U.S. carriers, particularly given the
likely slow return of long-haul international travel.

KEY ASSUMPTIONS

Key Assumptions in Fitch's rating case include a steep drop in
demand through 2020, with full recovery only occurring by 2023.
During 2020 Fitch's base case includes revenues down more than 90%
through the second quarter of the year, with only a slow recovery
thereafter. Our base case reflects traffic only recovering toward
2019 levels by the end of 2021, with a full rebound to 2019 levels
only occurring by 2023. Jet fuel prices for the year are assumed at
around $1.55/gallon, and rise to about $1.65/gallon in 2021.

RATING SENSITIVITIES

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

  -- Sustained adjusted debt/EBITDAR around 3.5x;

  -- FFO fixed-charge coverage sustained above 3x;

  -- EBITDAR margins towards or above 15%, EBIT margins towards or
above 10%;

  -- Positive FCF generation over the intermediate term.

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

  -- Weaker than expected margin performance or higher than
expected borrowing causing leverage to remain above 4.3x;

  -- FFO fixed-charge coverage around or below 2.5x;

  -- Weaker than expected financial performance causing FCF to be
notably below Fitch's expectations

  -- A decline in the company's EBIT margin to the low single
digits, EBITDAR margins into the high single digits.

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: At March 31, 2020, cash equivalents and
short-term investments were approximately $6.1 billion. The company
has also taken material steps recently to ensure liquidity
including:

  -- Drew down the company's $600 million and CAD 200 million
revolvers (also repaid $509 million during Q1);

  -- Completed an equity offering for the total amount of CAD
575.575 million at a share price of CAD 16.25;

  -- Issued $747.5 million in senior unsecured convertible notes
due 2025;

  -- Suspended share repurchases;

  -- Executed a new $600 million 364-day term loan due in 2021,
secured by aircraft and spare engines;

  -- Executed a bridge financing of CAD 788 million;

  -- Implemented a company-wide cost reduction and capital
reduction and deferral program that has reached a total of CAD 1.05
billion, increased from initial target of CAD 500 Million;

  -- Accelerated the retirement of 79 older aircraft from its fleet
to reduce cost structure and simplify fleet.

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

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).


ALAMO CHANDLER: Seeks to Hire Biggs Cagan as Accountant
-------------------------------------------------------
Alamo Chandler, LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Arizona to employ
Biggs Cagan & Cherry, PLLC, as accountant to the Debtors.

Alamo Chandler requires Biggs Cagan to:

   -- process of accounts payable;

   -- assist in the monthly sales tax reporting and payments;

   -- assist in bank account reconciliations;

   -- prepare financial statements; and

   -- prepare the Debtors' ongoing tax returns.

Biggs Cagan will be paid at the hourly rate of $125.

Biggs Cagan will also be reimbursed for reasonable out-of-pocket
expenses incurred.

James W. Cherry IV, partner of Biggs Cagan & Cherry, PLLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Biggs Cagan can be reached at:

     James W. Cherry IV
     Biggs Cagan & Cherry, PLLC
     2601 E. Thomas Rd
     Phoenix, AZ 85016
     Tel: (602) 267-7727

                     About Alamo Chandler

Alamo Tempe LLC, Alamo Gilbert LLC,and Alamo Chandler LLC are Alamo
Drafthouse franchisees, owning three theatre locations in Phoenix.
Craig Paschich of Paschich Alamo Holdings LLC is the majority owner
of these franchises.

Alamo Drafthouse Cinema is an American cinema chain founded in 1997
in Austin, Texas and famous for serving dinner and drinks during
the movie.

Alamo Chandler LLC, Alamo Tempe LLC, and Alamo Gilbert LLC sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 20-05017) on
May 13, 2020.

In the petitions signed by Craig Paschich, member of Paschich Alamo
Holdings, Alamo Chandler disclosed total assets of $2,790,300, and
total liabilities of $2,961,665; Alamo Gilbert listed total assets
of $2,040,234 and total liabilities of $1,732,004; and Alamo Tempe
LLC disclosed total assets of $1,023,326 and total liabilities of
$836,730.

Wesley D. Ray, Esq., at Sacks Tierney P.A., serves as bankruptcy
counsel to the Debtors.



ALTERA INFRASTRUCTURE: S&P Lowers ICR to 'B'; Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) on Altera
Infrastructure L.P. (Altera) to 'B' from 'B+', and its issue-level
rating on the partnership's senior unsecured notes to 'B-' from
'B'. The recovery rating is unchanged at '5' and indicate a modest
(10%-30%, rounded estimate: 15%) recovery in the event of a payment
default.

Reduced offshore activity, driven by the collapse in oil prices,
will result in decreased demand for Altera's services. The decline
in commodity prices has led to sharp reductions in oil producers'
capital spending plans, including offshore producers. The
characteristics of offshore activity, such as a long lead time and
high capital spending prior to first production, could also delay a
potential recovery until prices improve on a more sustained basis.
This will result in lower demand for Altera's services over S&P's
forecast horizon. Altera generates most of its revenues by
processing and offloading crude oil using FPSO units and by
transporting crude oil on shuttle tankers.

Given that a number of long-term agreements are expiring in the
FPSO segment over the next three years, the current unfavorable
environment could result in most FPSO customers exercising their
option to terminate their contracts. As a result, more than half of
the partnership's existing FPSO vessels could be without
deployments by 2023. This includes Varg (lay-up), Voyageur (2020),
Piranema (2021), Knarr (2022), and Petrojarl I (2023). Redeploying
those units is also challenging because they are highly specialized
and tied to the reserves of a specific oil field.

S&P does not expect the contribution of the seven new liquefied
natural gas-fueled shuttle tankers will be sufficient to offset the
decline in revenue.

A smaller FPSO segment weakens the partnership's contractual
profile. FPSO contracts are multiyear and fixed-rate, with minimal
commodity price risk and volume risk once the units are deployed.
The robust contractual structure is required to offset the high
initial capital cost and specialized nature of the FPSO segment.
Because this segment will contribute proportionally less, this
could result in greater volume sensitivity and shorter contract
terms.

In addition, while the Shuttle Tanker segment has contracts with a
take-or-pay structure, such as Time Charter contracts, it is also
exposed to volume risk through its Contracts of Affreightments
(CoA). While those contracts entail a higher day rate to compensate
for volume risk, a more challenged offshore environment for a
prolonged period would likely result in lower revenues. Having a
greater sensitivity to volumes could also result in higher cash
flow volatility.

Five of Altera's seven new shuttle tankers will operate with CoA
contracts, which could result in greater sensitivity to volumes and
shorter contract maturity.

Overall, this potentially greater volatility and less robust
contractual structure result in S&P's assessment of the business
risk profile as weak.

Lower revenues will result in weaker cash flows and credit metrics.
A decline in revenues will result in cash flows deteriorating and
will put pressure on credit metrics, increasing Altera's leverage.
Under S&P's base-case scenario, projected weighted-average
debt-to-EBTIDA will be about 7.6x, and funds from operations
(FFO)-to-debt will be below 10% during the next three years.

"We consider growth capital spending for the partnership's
new-build shuttle tankers, which account for the majority of the
capital spending budget over the next two years, to be fully
funded," S&P said.

"Altera has a large number of amortization payments and certain
debt tranches maturing in 2020 and 2021. We believe that the
partnership will be able to refinance all its debt in 2020. We also
believe liquidity is adequate," the rating agency said.

The negative outlook reflects S&P's expectation that the collapse
in oil prices will likely lead to a drop in demand for Altera's
services. S&P expects lower revenues from the FPSO segment, given
that a number of material contracts are up for renewal, which is
not sufficiently offset by an increase in revenues from other
segments. The Shuttle Tanker segment could also be negatively
affected by reduced offshore activity. Given Altera's highly
levered capital structure, those factors are likely to lead to
weakened credit metrics. In addition, the contractual structure
could become less robust, with a lower percentage of revenues under
fixed-rate, take-or-pay contracts.

"We could lower the ratings if leverage increased to near 8x. This
could occur if the partnership experiences further difficulty in
recontracting expiring contracts or if demand for its services
declines. This could also occur if the partnership adopts a more
aggressive financial policy than we currently expect. We could also
consider a negative rating action if the partnership's contractual
structure deteriorates or if liquidity materially declines," S&P
said.

"We could revise the outlook to stable if Altera successfully
renews its upcoming FPSO contracts or if the partnership can
maintain a more conservative financial policy, leading to leverage
below 7x on a sustained basis," the rating agency said.


AMERICAN EQUITY: S&P Rates New Perpetual Preferred Stock 'BB'
-------------------------------------------------------------
S&P Global Ratings said it has assigned its 'BB' debt rating to
American Equity Investment Life Holding Co.'s (AEL) proposed
issuance of fixed-rate reset noncumulative preferred stock, Series
B. This preferred share rating is two notches below S&P's 'BBB-'
long-term issuer credit rating on AEL. This differential represents
the subordination of the issue and the optional dividend
deferability of the preferred shares.

The dividends on these preferred shares are noncumulative and not
mandatory. The first dividend reset date is Sept. 1, 2025. Starting
from the first reset date, the dividends on these preference shares
(if declared by the board) will reset at an annual rate equal to
the five-year U.S. Treasury rate plus a predetermined spread. S&P
expects the company to use the proceeds from these shares for
general corporate purposes, which may include contributing capital
to its life insurance subsidiaries.

"We view these Series B preferred stock issues as having
intermediate equity content for the purpose of our capital-adequacy
calculations, subject to a limit of 15% of total adjusted capital.
Except if there is a rating agency or regulatory capital event, AEL
has the option to redeem these preferred shares on or after Sept.
1, 2025. The regulatory capital event is triggered if there are
developments in any regulatory group capital standard that would
disqualify eligibility of capital treatment, such as National Assn.
of Insurance Commissioners group capital standards. Likewise, at a
minimum, capital instruments need to qualify as "eligible"
regulatory capital for us to consider inclusion in our total
adjusted capital measure. Nevertheless, we view hybrids issued by
U.S. insurance holding companies as not subject to prudential
regulation," S&P said.

AEL currently has $400 million 5.95% fixed-to-floating rate
perpetual noncumulative preference shares (Series A) outstanding.
As of March 31, 2020, AEL's financial leverage was about 24% (on
reported equity) and 25% (excluding accumulated other comprehensive
income). S&P expects AEL to maintain capital redundancy at the 'A'
level, financial leverage near 30%, and adjusted fixed-charge
coverage above 6x.


AMERICORE HOLDINGS: Trustee Taps William Catlett as Special Counsel
-------------------------------------------------------------------
Carol Fox, Chapter 11 trustee for Americore Holdings, LLC and
affiliates, seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Kentucky to retain William A. Catlett, L.L.C.
as special counsel to St. Alexius Hospital Corporation #1.

The Trustee seeks to employ Catlett as special counsel to represent
St. Alexius in proceedings concerning Electroconvulsive Shock
Therapy (ECT) under Mo. Rev. Stat. § 630.130 and guardianship
proceedings required under Missouri law. At times, St. Alexius’s
patients require ECT and guardianship services on an emergency
basis.

Catlett's compensation are as follows:

      i. A retainer of $2,000; and

      ii. An hourly fee of $250.

William A. Catlett, Esq., disclosed in a court filing that he and
his firm do not hold or represent any interest adverse to the
Debtors' estates.

The firm can be reached through:

     William A. Catlett, Esq.
     William A. Catlett, L.L.C.
     9939 Gravois Road
     Saint Louis, MO 63123
     Tel: (314) 631-7200
     Fax: (314) 631-1685

                About Americore Holdings

Americore Holdings, LLC and its affiliates, including Americore
Health LLC, own and operate the Ellwood City Medical Center in
Pennsylvania, Southeastern Kentucky Medical Center (formerly
Pineville Community Hospital), Izard County Medical Center in
Arkansas; and St. Alexius Hospital in St. Louis.

Americore Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No.
19-61608) on Dec. 31, 2019.  At the time of the filing, the Debtor
had estimated assets of less than $50,000 and liabilities of less
than $50,000.  Judge Gregory R. Schaaf oversees the case.  Bingham
Greenebaum Doll, LLP is the Debtor's legal counsel.

Carol A. Fox was appointed as the Debtors' Chapter 11 trustee.  The
trustee is represented by Baker & Hostetler LLP.


ANDREW CULLEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Andrew Cullen, LLC
           d/b/a Cullen Electric
        948 Old St., Rt. 74
        Cincinnati, OH 45245

Business Description: Andrew Cullen, LLC DBA Cullen Electric --
                      https://www.cullenelectriccincinnati.com --
                      offers residential customers electrical
                      contracting services, including knob and
                      tube wiring, replacement service upgrades,
                      house rewiring, remodel & additions,
                      swimming pool wiring, sunken meter wire,
                      home A/V installation, megger testing, and
                      heat seeker testing.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Southern District of Ohio

Case No.: 20-11715

Judge: Hon. Jeffery P. Hopkins

Debtor's Counsel: Eric W. Goering, Esq.
                  GOERING & GOERING
                  220 West Third Street
                  Cincinnati, OH 45202
                  Tel: (513) 621-0912

Total Assets: $155,629

Total Liabilities: $1,056,076

The petition was signed by Andrew Cullen, member.

A full-text 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/DYkwip


ASI CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                         Case No.
    ------                                         --------
    ASI Capital Income Fund, LLC (Lead Case)       20-14066
    9475 Briar Village Pt. Ste 220
    Colorado Springs, CO 80920

    ASI Capital LLC                                20-14067
    9475 Briar Village Pt. Ste 220
    Colorado Springs, CO 89020

Business Description:     ASI Capital Income Fund is an
                          investment company as defined in 15
                          U.S.C. Section 80a-3.  ASICIF holds
                          interests in a number of investments,
                          including interests in hotels.  ASICIF
                          is wholly-owned by ASI, also an
                          investment company as defined in 15
                          U.S.C. Section 80a-3.  ASI also holds
                          interests in a number of investments,
                          including interests in hotels.  ASI is
                          the sole member of ASICIF.  Since
                          Jan. 1, 2019 both ASICIF and ASI have
                          been managed by the same manager, The
                          Convergence Group.

Chapter 11 Petition Date: June 15, 2020

Court:                    United States Bankruptcy Court
                          District of Colorado

Debtors' Counsel:         John Cardinal Parks, Esq.
                          LEWIS BRISBOIS BISGAARD & SMITH, LLP
                          1700 Lincoln Street, Suite 4000
                          Denver, CO 80203
                          Tel: (303) 861-7760
                                720.292.2016
                          Fax: (303) 861-7767
                          E-mail: john.parks@lewisbrisbois.com

ASI Capital Income Fund's
Estimated Assets: $10 million to $50 million

ASI Capital Income Fund's
Estimated Liabilities: $10 million to $50 million

ASI Capital LLC's
Estimated Assets: $10 million to $50 million

ASI Capital LLC's
Estimated Liabilities: $10 million to $50 million

The petitions were signed by Ryan C. Dunham, CEO, Convergence
Group.

Copies of the petitions are available for free at PacerMonitor.com
at:

                        https://is.gd/FCRBXj
                        https://is.gd/BMahHo

The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.


BENTON ENTERPRISES: Seeks to Hire Pearson Realty as Realtor
-----------------------------------------------------------
Benton Enterprises, LLC seeks approval from the United States
Bankruptcy Court for the Eastern District of California to hire
Pearson Realty as realtors.

Pearson Realty and its agents, realtors Stanley J. Kjar, Jr. and
Melvin Lubisich, will assist the Debtor in the sale of vacant real
property in Madera County described as 129.96+/- acres; 18252
Avenue 20, Unincorporated Area of
Madera County, California 93637, APN 028-030012 & 015.

Pearson Realty will receive a commission, upon consummation of sale
of the Property, in an amount equal to 5 percent of the purchase
price.

Pearson Realty and its agents are "disinterested persons" as
defined in 11 U.S.C. Sec. 101(14), as required by 11 U.S.C. Sec.
327(a), and do not hold or represent an interest adverse to the
estate.

The realtor can be reached through:

     Stanley J. Kjar, Jr.
     Melvin Lubisich
     Pearson Realty
     7480 N Palm Ave, Ste 101
     Fresno, CA 93711
     Tel. 559-432-6200
     Fax. 559-432-2938

               About Benton Enterprises, LLC

Benton Enterprises, LLC d/b/a Heart Ridge Farms --
https://www.heartridgefarms.com -- produces snack products made
from almonds.

Benton Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-11612) on May 5,
2020. The petition was signed by William B. Pitman, CEO/managing
member. At the time of filing, the Debtor estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.


BENTON ENTERPRISES: Taps Fear Waddell as General Insolvency Counsel
-------------------------------------------------------------------
Benton Enterprises, LLC seeks approval from the United States
Bankruptcy Court for the Eastern District of California to hire
Fear Waddell, P.C. as its general insolvency counsel.

Services Fear Waddell will render are:

     a. consulting with Debtor concerning its present financial
situation, Debtor's realistic achievable goals, and the efficacy of
various forms of bankruptcy as a means to achieve its goals;

     b. preparing the documents necessary to commence the
bankruptcy case;

     c. advising Debtor concerning his duties as
debtor-in-possession in a Chapter 11;

     d. identifying, prosecuting, and defending claims and causes
of actions assertable by or against the estate;

     e. preparing applications, motions, answers, briefs, records,
reports, notices, proposed orders, and other papers in connection
with administration of the estate, including the formulation of the
Chapter 11 plan, drafting the plan and disclosure statement, and
prosecuting legal proceedings to seek confirmation of the plan;

     f. if necessary, preparing and prosecuting pleadings to avoid
preferential transfers or transfers deemed fraudulent as to
creditors, motions for authority to borrow money, sell property, or
compromise claims and objections to claims; and

     g. taking all necessary action to protect and preserve the
estate, and all other legal services requested.

Fear Waddell received a pre-petition retainer of $60,000 for the
Chapter 11 case. Of this sum, $29,034 was earned for services
performed or costs incurred before the petition was filed,
including the $1,7170 court filing fee.

The firm's hourly billing rates are:

     Peter L. Fear       $400
     Gabriel J. Waddell  $320
     Peter A. Sauer      $235
     Katie Waddell       $220
     Kayla J. Schlaak    $100

Fear Waddell does not hold or represent an interest adverse to the
estate, and has no interests materially adverse to Debtor or any
class of creditors, as disclosed in the court filings.

The firm can be reached through:

     Peter L. Fear, Esq.
     Gabriel J. Waddell, Esq.
     Fear Waddell, P.C.
     7650 North Palm Avenue, Suite 101
     Fresno, CA 93711
     Phone: (559) 436-6575
     Fax: (559) 436-6580
     Email: pfear@fearlaw.com

               About Benton Enterprises, LLC

Benton Enterprises, LLC d/b/a Heart Ridge Farms --
https://www.heartridgefarms.com -- produces snack products made
from almonds.

Benton Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-11612) on May 5,
2020. The petition was signed by William B. Pitman, CEO/managing
member. At the time of filing, the Debtor estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.


BHF CHICAGO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BHF Chicago Housing Group B LLC
        4 Dunbar Road
        Palm Beach Gardens, FL 33418

Business Description: BHF Chicago Housing Group B LLC is the owner
                      of fee simple title to certain parcels of
                      real property, all in Chicago, Illinois.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
         Northern District of Illinois

Case No.: 20-12453

Debtor's Counsel: Scott N. Schreiber, Esq.
                  Kevin H. Morse, Esq.
                  Samuel J. Tallman, Esq.
                  CLARK HILL PLC
                  130 East Randolph Street | Suite 3900
                  Chicago, Illinois 60601
                  Tel: (312) 985-5595
                       (312) 985-5556
                  Fax: (312) 985-5984
                  E-mail: sschreiber@clarkhill.com
                          kmorse@clarkhill.com
                          stallman@clarkhill.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Andrew Belew, president, BHF as
manager.

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

                      https://is.gd/UE6FdI

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. UMB Bank, N.A., as                                  $39,770,437
Successor Trustee
c/o Michael Slade
120 6th Street, Suite 1400
Minneapolis, MN 55402

2. City of Chicago                Various, Multiple        $95,233
P.O. Box 71429                    Collection Notices   
Chicago, IL 60694-1429

3. Latoya Gholar                       Liability           $50,000
Atty Kryder Law                      From Alleged
134 N LaSalle St Ste 1515               Injury
Chicago, IL 60602

4. Kryder Law Group                    Liability           $50,000
134 N LaSalle St Ste 1515            from Alleged
Chicago, IL 60602                       Injury

5. Peoples Gas                          Midwest            $49,110
Midwest: P.O. Box 2087                Receivable
Kalamazoo, MI 49003-2087              Solutions

6. Unique Equity                       Property            $26,450
6411 S Parnell Ave                    Investment
Chicago, IL 60621                        Loan

7. City of Chicago Water Dept         Water Bill           $25,859
121 N LaSalle St.
Chicago, IL 60602

8. Goldman & Grant Law              Legal Services         $25,756
205 W. Randolph Ste 1100                 Fees
Chicago, IL 60606

9. Independent Recycling               Recycle             $20,992
Atty: Stotis and Baird                invoice &
200 W Jackson Blvd, Ste 1050           judgment
Chicago, IL 60606

10. City of Chicago Collector      Goldman & Grant        $17,888
Atty                               Law, Collection
205 W. Randolph Ste 1100             Notice Fees
Chicago, IL 60606

11. Halsted Law Group                   Legal              $16,293
520 N Halsted St Ste 201
Chicago, IL 60642

12. Keefe HVAC                      HVAC Services          $14,686
7408 W Archer Ave
Summit Argo, IL 60501

13. Lakeshore Recycling               Recycling            $11,308
6132 Oakton St                        Services
Morton Grove, IL 60053

14. Wortham Ins                       Insurance            $10,879
1600 W 7th St.                         Services
Ft Worth, TX 76102

15. Lynd Company dba                   Apt mgt              $9,950
Resynergy                              Services
7575 N Loop Ste 10
San Antonio, TX 78249

16. Region Snow                     Snow Removal            $7,774
328 W Old Ridge Rd                    Services
Hobart, IN 46342

17. Zepsa Mechanical                  Mechanical            $7,713
500 N Michigan Ave                     Services
Chicago, IL 60611

18. Carpet Concepts                   Carpeting             $6,173
1346 W 79th St.                       Services
Chicago, IL 60620

19. Law Office of Ira Piltz           Legal Fees            $5,930
8170 McCormick Blvd
Ste 116
Skokie, IL 60076

20. ComEd Utility Co.               Unpd Utility            $5,558
P.O. Box 805379                        Bills
Chicago, IL 60680-5379


BKD GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BKD Group LLC
        220 Coster Street
        Bronx, NY 10474

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Southern District of New York

Case No.: 20-11423

Debtor's Counsel: David H. Hartheimer, Esq.
                  MAYERSON & HARTHEIMER, PLLC
                  845 3rd Ave Fl 11 11th Floor
                  New York, NY 10022-6601
                  Tel: (646) 778-4381
                  E-mail: david@mhlaw-ny.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Rimer, Kuzari Investor 27323 LLC
managing member.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.

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

                        https://is.gd/XhoZAS


BONEYARD ARCHERY: Seeks to Hire Ivey McClellan as Legal Counsel
---------------------------------------------------------------
Boneyard Archery Inc. seeks authority from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ Ivey,
McClellan, Gatton & Siegmund, LLP as its legal counsel.

The firm will provide services in connection with Debtor's Chapter
11 bankruptcy proceedings, which include examining its contracts,
leases, financing statements and other related documents; advising
Debtor on how to preserve its assets; and assisting Debtor in
administering its bankruptcy estate.

The firm received a $3,000 retainer from Debtor.

The firm's attorneys and professionals designated to handle
Debtor's case will be paid at hourly rates as follows:

     Dirk Siegmund           $390
     Charles Ivey, III       $500
     Samantha Brumbaugh      $350
     Darren McDonough        $350
     John Blust              $300
     Charles Ivey, IV        $250
     Melissa Murrell         $125
     Tabitha Coltrane        $125
     Heather Bray            $125

Samantha Brumbaugh, Esq., at Ivey McClellan, 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:

     Samantha K. Brumbaugh, Esq.
     Ivey, McClellan, Gatton & Siegmund, LLP
     100 South Elm Street, Suite 500
     Greensboro, NC 27401
     Telephone: (336) 274-4658
     Facsimile: (336) 274-4540
     Email: dws@iveymcclellan.com

                      About Boneyard Archery

Boneyard Archery Inc. operates an archery shop and facility located
at 184 Old Covered Bridge Road, Madison, N.C.

Boneyard Archery sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 20-10476) on May 26,
2020, listing under $1 million in both assets and liabilities.
Judge Benjamin A. Kahn oversees the case.  Ivey, Mcclellan, Gatton
& Siegmund, LLP represents Debtor as legal counsel.


BURNINDAYLIGHT LLC: Hires Better Properties as Broker
-----------------------------------------------------
Burnindaylight, LLC, seeks authority from the U.S. Bankruptcy Court
for the Western District of Washington to employ Better Properties
NW, as broker to the Debtor.

Burnindaylight, LLC requires Better Properties to assist with the
sale of its property located at 1215 182 nd East, Lake Tapps,
Washington 98391.

Better Properties will be paid a commission of 6% of the sales
price.

Ben Lieurance, partner of Better Properties NW, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Better Properties can be reached at:

     Ben Lieurance
     Better Properties NW
     28815 Pacific Hwy
     Federal Way, WA 98003
     Tel: (253) 528-2222

                     About Burnindaylight

Burnindaylight, LLC, a privately held company in Renton, Wash.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Wash. Case No. 19-14587) on Dec. 19, 2019. At the time of the
filing, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. The case is assigned to
Judge Marc Barreca. The Debtor is represented by Darrel B. Carter,
Esq., at CBG Law Group, PLLC.



BWX TECHNOLOGIES: S&P Raises Sr. Unsecured Notes Rating to 'BB'
---------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on BWX
Technologies Inc.'s senior unsecured notes maturing in 2026 to 'BB'
from 'BB-', revised the recovery to '4' from '5', and removed the
issue-level rating from CreditWatch, where S&P placed it with
positive implications on June 8, 2020. The '4' recovery rating
indicates its expectation for average (30%-50%; rounded estimate:
35%) recovery in the event of a payment default.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's recently issued $400 million unsecured notes due 2028.
S&P's '4' recovery rating remains unchanged.

The upgrade follows BWX's issuance of the $400 million senior
unsecured notes due 2028, which it used the proceeds from to repay
its existing senior secured term loan ($254 million outstanding)
and pay down a portion of the outstanding borrowings on its
revolving credit facility. The company's total amount of debt
outstanding will remain essentially unchanged following the
transactions.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- Pro forma for the transaction, the company's capital structure
comprises a $750 million secured revolver due 2025 (unrated), $400
million of unsecured notes due 2026, and $400 million of unsecured
notes due 2028.

-- Key default assumptions include LIBOR of 2.5% and the revolver
is 85% drawn.

Simulated default assumptions

-- Simulated year of default: 2025
-- EBITDA at emergence: $189 million
-- EBITDA multiple: 5x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $899
million
-- Obligor/nonobligor split: 82%/18%
-- Collateral value available to first-lien creditors: $842
million
-- Total first-lien debt: $593 million
-- Collateral value available to unsecured creditors: $249
million
-- Total unsecured debt: $819 million
-- Recovery expectations: 30%-50% (rounded estimate: 35%)

  Ratings List

  BWX Technologies Inc.

  Issuer Credit Rating       BB/Stable/--    BB/Stable/--
   
  Ratings Raised; Recovery Rating Revised  
                                  To            From
  BWX Technologies Inc.

  Senior Unsecured                BB         BB- /Watch Pos
   Recovery Rating               4(35%)         5(25%)

  Ratings Affirmed  

  BWX Technologies Inc.
  
  Senior Unsecured                BB              BB
   Recovery Rating              4(35%)          4(35%)


CCF HOLDINGS: RSM Quits as Auditor Citing Impaired Independence
---------------------------------------------------------------
CCF Holdings LLC, the successor to Community Choice Financial Inc.,
received notice from its registered public accounting firm, RSM US
LLP, that RSM resigned effective immediately.  Subsequently, on
June 10, 2020, CCF received an additional letter from RSM with
respect to its resignation.  RSM's resignation was not due to any
reason related to CCF's financial reporting or accounting
operations, policies or practices.  In the Resignation Letters, RSM
stated it had discovered that its independence had been impaired
because funds which are indirectly affiliated with CCF are held by
certain entities controlled by RSM and because RSM Wealth
Management, LLC, a wholly-owned subsidiary of RSM, has also been
advising clients on investments in funds indirectly affiliated with
CCF.  Those activities are inconsistent with Securities and
Exchange Commission rules regarding independence. Prior to such
discovery and notice by RSM, CCF was not aware of any issues
relating to RSM's independence, including those described in the
Resignation Letters, and CCF believes that the matters giving rise
to the independence issues did not compromise RSM's integrity or
objectivity with respect to its audit reports. RSM has not
indicated to CCF that any of the professionals engaged in the audit
of CCF were aware of the impairment of RSM's independence during
the period of professional engagement to audit.  CCF is not aware
of any reason that the previously filed financial statements of CCF
and CCFI, as applicable, for the year ended Dec. 31, 2019 and from
Dec. 13, 2018 (inception of CCF) through Dec. 31, 2018 (CCF) and
for the period from January 1, 2018 through Dec. 12, 2018 (CCFI) or
the interim periods of CCF ended March 31, 2019, June 30, 2019,
Sept. 30, 2019 and March 31, 2020 will be impacted in any material
way upon any re-audit or re-review, as applicable, by new
independent accountants.

The Company's management continues to believe that the financial
statements of CCF and CCFI, as applicable, covering the referenced
periods fairly present, in all material respects, the financial
condition and results of operations of CCF and CCFI, as applicable,
as of the end of and for the referenced periods and that CCF's
internal control over financial reporting was effective during
these periods.  Further, other than with respect to the
independence matters identified in the Resignation Letters, over
the past 13 years in which RSM (or its predecessor) has audited the
financial statements of CCF or CCFI, neither RSM nor any
predecessor of RSM has brought any material matter to CCF’s or
CCFI's attention that would affect CCF's financial statements (or
those of CCFI) or internal control over the financial reporting of
CCF or CCFI.

The audit reports of RSM on the financial statements of CCF and
CCFI for the year ended Dec. 31, 2019 and for the periods from Dec.
13, 2018 (inception of CCF) through Dec. 31, 2018 (CCF) and for the
period from Jan. 1, 2018 through Dec. 12, 2018 (CCFI) each
contained no adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.  Those reports should no longer be relied upon.  The
interim financial statements of CCFI during the year ended Dec. 31,
2018 are not implicated in the Resignation Letters.


         Non-Reliance on Previously Issued Audit Report.

As a result of the independence, RSM stated it had concluded that
its independence had been impaired and that reliance should no
longer be placed on (i) the audit report of RSM, dated March 12,
2020, relating to the 2019 and 2018 financial statements of CCF and
CCFI, as applicable, included in CCF's Annual Report on Form 10-K
for the year ended Dec. 31, 2019, (ii) the audit report of RSM,
dated April 7, 2019, relating to the financial statements of CCF
and CCFI, as applicable, for the period Dec. 13, 2018 (inception of
CCF) through Dec. 31, 2018 (CCF) and for the period from Jan. 1,
2018 through Dec. 12, 2018 (CCFI) included in CCF’s Registration
Statement on Form S-1 (File No. 333-231069), and (iii) its reviews
of CCF's interim financial information for the quarters ended March
31, June 30 and Sept. 30, 2019 and
March 31, 2020.

RSM has not brought any other matters to the Company's attention
that would affect the Company's financial statements or internal
control over financial reporting.

Nevertheless, in light of the requirements of the federal
securities laws and regulations and because the purpose of the
auditor independence rules is to provide investors with confidence
that audits and reviews of public company financial statements are
carried out objectively and impartially by independent accountants,
CCF will engage new independent accountants and will have them
re-audit and re-review, as appropriate, the referenced financial
statements.  Following such re-audit and re-review, CCF expects, as
necessary, to re-file the above referenced financial statements,
which CCF expects will include its new independent accountant's
audit report as applicable, on such financial statements.  CCF can
give no assurance that the new independent accountant will reach
the same conclusions as RSM regarding the application of accounting
standards, management estimates or other factors affecting CCF's
financial statements in connection with such accountant's audit and
review process, and that material adjustments to or restatements of
CCF's financial statements for such periods will not be required as
a result.

                        About CCF Holdings

CCF Holdings, LLC -- http://www.ccfi.com-- is a retailer of
financial services to unbanked and underbanked consumers through
a network of 468 retail storefronts across 12 states and are
licensed to deliver similar financial services over the internet in
28 states.  CCF focuses on providing consumers with a wide range of
convenient financial products and services to help them manage
their day-to-day financial needs including consumer loans, check
cashing, prepaid debit cards, money transfers, bill payments, and
money orders.

CCF Holdings reported a net loss of $52.84 million for the year
ended Dec. 31, 2019.  For the period Dec. 13 through Dec. 31, 2018,
the Company reported net income of $1.64 million on $18.98 million
of total revenues.  As of Dec. 31, 2019, the Company had $246.8
million in total assets, $273.05 million in total liabilities, and
a total members' deficit of $26.23 million.

                         *   *   *

As reported by the TCR on May 29, 2020, S&P Global Ratings lowered
its issuer credit rating on CCF Holdings LLC to 'CCC' from 'CCC+'.
The outlook is negative.



As reported by the TCR on Oct. 18, 2019, Moody's Investors Service
downgraded CCF Holdings LLC's corporate family rating and the
rating on its 10.75% paid-in-kind senior unsecured notes to Caa3
from Caa2.  The ratings' downgrade reflects Moody's assessment that
CCF Holdings' profitability has been impaired due to the
restrictions imposed by the Ohio Fairness in Lending Act, which
caps the annual interest rate on payday loans to 28% and sets new
limits on fees.


CD&R SMOKEY: Moody's Assigns B2 CFR & B2-PD PDR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned ratings to CD&R Smokey Buyer,
Inc. (dba Radio Systems) including a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating. Concurrently, Moody's
assigned a B2 rating to the company's proposed $625 million senior
secured first lien notes due 2025. The outlook is stable.

Proceeds from the proposed secured notes, along with a new common
equity contribution from Clayton, Dubilier & Rice and rollover
equity from management, will fund the $1.375 billion leverage
buyout of Radio Systems, refinance existing debt, repay existing
preferred equity, and pay fees and expenses. Upon closing of the
transaction Moody's will withdraw all the ratings of Radio Systems
Corporation, including the B1 rating on its existing senior secured
term loan because the facility will be repaid in conjunction with
the transaction.

Assignments:

Issuer: CD&R Smokey Buyer, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured 1st Lien Regular Bond/Debenture, Assigned B2 (LGD4)

Outlook Actions:

Issuer: CD&R Smokey Buyer, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Radio Systems' B2 CFR reflects its high financial leverage with
debt/EBITDA at around 5.8x as of the twelve months period ended
March 31, 2020 (pro forma for the notes offering and incorporating
Moody's adjustment). The social distancing measures and significant
increase in unemployment as a result of the coronavirus pandemic
will continue to negatively impact demand for some of the company's
products, particularly Invisible Fence, at least through the
current outbreak. However, Moody's expects the company's earnings
and cash flows will improve once the economy emerges from
recession, and debt/EBITDA will decline to below 6.0x by fiscal
2021. Radio Systems is relatively small with annual revenue of $441
million, and has a narrow product focus as a designer and marketer
of pet products. Also, customer concentration has steadily
increased over the last few years and over half of the company's
revenues are derived from its top ten customers with the largest
customer representing about 26% of sales in fiscal year 2019. The
concentration with much larger retailers' limits negotiating
leverage for items such as shelf space, pricing and promotional
support. Governance factors primarily relate to the company's
aggressive financial policies under private equity ownership
including high financial leverage, and its growth through
acquisition strategy that could increase leverage, create
integration challenges, and temporarily weaken liquidity.

The rating also reflects Radio Systems' good market position and
brand recognition in the relatively stable pet products industry.
The company has relatively good operating margins in the
mid-to-high teens, supported by its efficient cost structure,
innovative product offerings, and some barriers to entry including
intellectual property ownership. Also, the company has moderate
geographic and channel diversification. Pet ownership has increased
during the coronavirus pandemic because more people are staying
home, and Moody's expects this will help moderate the pressure on
revenue from reductions in discretionary consumer spending. Radio
Systems' good liquidity reflects its cash balance of $19 million as
of March 28, 2020 and Moody's expectations for positive free cash
flow on an annual basis in the $40-$50 million range supported by
relatively low capital expenditures, and access to an undrawn $100
million revolver.

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
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 Radio Systems'
credit profile, including its exposure weak economic conditions and
consumer spending, have left 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. Radio Systems' credit profile reflects the impact on
the company from the breadth and severity of the shock, and the
broad deterioration in credit quality it has triggered.

The B2 rating on the proposed $625 million senior secured first
lien notes due 2025 reflects that the notes represent the
preponderance of the pro forma debt capital structure, and the
notes effective priority relative to the company's unsecured
liabilities.

The stable outlook reflects Moody's expectations that Radio Systems
will reduce debt/EBITDA below 6.0x by fiscal 2021 after leverage
increases above that level in 2020, and that the company will
continue to generate positive free cash flow on an annual basis.
Moody's expects the company will pursue add-on acquisitions over
the next 12-18 months partially funded with cash and be committed
to debt and leverage reduction following such acquisitions.

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

The ratings could be upgraded if the company sustains debt/EBITDA
below 4.5x, and EBIT/interest is maintained above 2.25x. A ratings
upgrade will also require at least good liquidity, including good
revolver availability at all times, and financial policies that
support credit metrics at the above levels. Ratings could be
downgraded if operating results materially deteriorate with organic
revenue declines or margin deterioration, if debt/EBITDA is
sustained above 6.0x, or if EBIT/interest falls below 1.25x.
Ratings could also be downgraded if liquidity weakens such as from
free cash flows weakening to less than $25 million or high reliance
on its revolver, or if the company completes a large debt-financed
acquisition that materially increases leverage.

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

Headquartered in Knoxville, Tennessee, CD&R Smokey Buyer, Inc. (dba
Radio Systems) through its subsidiaries, is a designer and marketer
of products for pets. Key product lines include pet containment
products (including electronic fences and collars), pet training
products, pet doors, and other various pet products (i.e. water and
feed, toy and behavior products, etc.). The company's products are
sold through Internet retailers, pet specialty stores, mass
retailers, and a dealer distribution network, among other channels.
Radio Systems is privately owned and does not publicly disclose its
financial information. The company generated $441 million of
revenue for the twelve months ended March 28, 2020.


CENTENNIAL RESOURCE: Moody's Rates 2nd Lien Secured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family Rating
of Centennial Resource Production, LLC's and upgraded the
Probability of Default Rating to Caa1-PD from Ca-PD. Concurrently,
Moody's assigned a Caa1 rating to CRP's new second lien senior
secured notes and upgraded the senior unsecured notes ratings to
Caa2 from Caa3. The SGL-4 Speculative Grade Liquidity rating is
unchanged. The outlook was changed to stable from negative.

Upgrades:

Issuer: Centennial Resource Production, LLC

Probability of Default Rating, Upgraded to Caa1-PD from Ca-PD

Senior Unsecured Notes, Upgraded to Caa2 (LGD5) from Caa3 (LGD5)

Assignments:

Issuer: Centennial Resource Production, LLC

Senior Secured Notes, Assigned Caa1 (LGD4)

Affirmations:

Issuer: Centennial Resource Production, LLC

Corporate Family Rating, Affirmed Caa1

Outlook Actions:

Issuer: Centennial Resource Production, LLC

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The Caa1 CFR reflects Moody's expectation of a slow recovery in oil
prices amid market rebalancing in 2020-21 that will cap CRP's
growth, capital investment and returns on capital. The upgrade of
the PDR reflects lower risk of default going forward, following the
closing of the distressed exchange in May 2020 and redetermination
of the bank facility and waiver of the most sensitive financial
covenants until 2022, that created additional financial flexibility
amid difficult operating environment.

While CRP benefits from low cost of operations and scale, it is
managing a relatively high level of natural depletion and needs to
maintain a high level of capital spending to avoid large declines
in production in 2021.

The stable outlook reflects the view that CRP should have
sufficient financial flexibility to manage operations amid oil
price volatility.

CRP's liquidity position has improved because of the covenant
relief and borrowing base redetermination, but remains relatively
weak due to low operating cash flow generation amid low oil prices.
The senior secured ABL facility matures in May 2023. The facility's
borrowing base was recently reduced to $700 million from $1.2
billion, and commitment under facility was also reduced to $700
million from $800 million. As of March 31, 2020, Centennial had
$235 million drawn under the facility and $0.8 million in letters
of credit.

The facility has two financial covenants, including debt/EBITDAX
and current ratio. As part of the borrowing base redetermination in
May 2020, the lenders agreed to suspend the debt/EBITDA covenant
through 2021 and replaced it with a first lien leverage covenant of
net senior debt/EBITDA below 2.75. Moody's expects the company to
remain in compliance with the amended covenants through 2021.

The Caa2 ratings on CRP's senior unsecured notes stand one notch
below the Caa1 CFR and Caa1 second-lien secured notes, reflecting
large size of the senior secured revolving credit facility and the
effective subordination of the unsecured notes to CRP's secured
obligations. The assigned Caa1 rating on the new notes reflects its
second lien priority claim on the assets of CRP and its position
within the capital structure.

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

The Caa1 CFR may be downgraded if liquidity position weakens or if
EBITDA/interest declines to below 2.5x. The upgrade of the CFR
would require improved operating cash flow generation and return to
modest growth amid more supportive commodity price environment,
with RCF/debt above 20% and LFCR around 1x, as well as adequate
liquidity.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

Centennial Resource Production, LLC is a medium-sized independent
oil and gas producer in the Delaware Basin, West Texas, which is a
96%-owned and fully consolidated subsidiary of Centennial Resource
Development, Inc (CDEV), a NASDAQ listed holding company, and
represents substantially all CDEV's operations.


CHINOS HOLDINGS: Committee Hires Michel-Shaked as Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chinos Holdings,
Inc., and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Virginia to retain The
Michel-Shaked Group, as expert consultant to the Committee.

The Committee requires Michel-Shaked to provide expert consulting
services and, if requested by the Committee, provide one or more
expert opinions and reports, and, if necessary, deposition and/or
trial/hearing testimony: (a) in any litigation or contested matter
regarding the valuation of the Debtors and/or certain of the
Debtors, including as to solvency issues; and/or (b) where expert
testimony regarding the valuation of the Debtors and/or certain of
the Debtors, including as to solvency issues, may otherwise be
requested by the Committee.

Michel-Shaked will be paid at these hourly rates:

     Managing Directors                $850
     Paraprofessionals                 $175

Michel-Shaked will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Israel Shaked, partner of The Michel-Shaked Group, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.

Michel-Shaked can be reached at:

     Israel Shaked
     The Michel-Shaked Group
     2 Park Plaza, Suite 500
     Boston, MA 02116
     Tel: (617) 426-4455
     Fax: (617) 426-6555

                     About Chinos Holdings

Chinos Holdings, Inc., designs apparels, offeringclothing for men,
women and children, as well as accessories. Chinos Holdings serves
customers worldwide.

Chinos Holdings, Inc. and its affiliates, including J.Crew Group,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 20-32181) on May 4, 2020.

At the time of the filing, the Debtors disclosed assets of between
$1 billion and $10 billion and liabilities of the same range.

Judge Keith L. Phillips oversees the cases.

The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; Hunton Andrews Kurth, LLP as local counsel; Lazard Freres
& Co. LLC; Alixpartners, LLP as financial advisor; Hilco Real
Estate, LLC as real estate advisor; KPMG LLP as tax consultant; and
Omni Agent Solutions, LLC as claims, noticing and solicitation
agent and as administrative advisor.



CHINOS HOLDINGS: Law Firm of Russell Represents Utility Companies
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC submitted a verified
statement that it is representing the utility companies in the
Chapter 11 cases of Chinos Holdings, Inc., et al.

The names and addresses of the Utilities represented by the Firm
are:

     a. American Electric Power
        Attn: Dwight C. Snowden
        American Electric Power
        1 Riverside Plaza, 13th Floor
        Columbus, Ohio 43215

     b. Constellation NewEnergy, Inc.
        Attn: C. Bradley Burton
        Credit Analyst
        Constellation Energy
        1310 Point Street, 12th Floor
        Baltimore, MD 21231

     c. Florida Power & Light Company
        Gulf Power Company
        Attn: Gloria Lopez
        Revenue and Recovery Department RRD/LFO
        4200 W. Flagler St.
        Coral Gables, Florida 33134

     d. Georgia Power Company
        Attn: Daundra Fletcher
        2500 Patrick Henry Parkway
        McDonough, GA 30253

     e. The Connecticut Light & Power Company
        NStar Electric Company, Western Massachusetts
        Public Service Company of New Hampshire
        Attn: Honor S. Heath, Esq.
        Eversource Energy
        107 Selden Street
        Berlin, CT 06037

     f. Baltimore Gas and Electric Company
        Commonwealth Edison Company
        PECO Energy Company
        The Potomac Electric Power Company
        Delmarva Power & Light Company
        Atlantic City Electric Company
        Assistant General Counsel
        Exelon Corporation
        2301 Market Street, S23-1
        Philadelphia, PA 19103

     g. San Diego Gas & Electric Company
        Attn: A.J. Moreno, Bankruptcy Specialist
        8326 Century Park Court
        San Diego, CA 92123

     h. PSEG Long Island
        Attn: Kevin McKiernan
        15 Park Drive
        Melville, New York 11747

The nature and the amount of claims (interests) of the Utilities,
and the times of acquisition thereof are as follows:

     a. The following Utilities have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
American Electric Power, Florida Power & Light Company, Connecticut
Light & Power Company, NStar Electric Company, Western
Massachusetts, Public Service Company of New Hampshire, PSEG Long
Island, Commonwealth Edison Company, PECO Energy Company, The
Potomac Electric Power Company, Atlantic City Electric Company and

Constellation NewEnergy, Inc.

     b. Georgia Power Company, Gulf Power Company, Baltimore Gas
and Electric Company, Delmarva Power & Light Company and San Diego
Gas & Electric Company held prepetition deposits that secured all
prepetition debt.

     c. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection of Certain Utility Companies To the Motion of Debtors For
Entry of Interim and Final Orders (I) Approving Proposed Form of
Adequate Assurance of Payment To Utility Providers, (II)
Establishing Procedures For Determining Adequate Assurance of
Payment For Future Utility Services, (III) Prohibiting Utility
Providers From Altering, Refusing, or Discontinuing Utility
Service, and (IV) Granting Related Relief (the "Objection")(Docket
No. 237) filed in the above-captioned, jointly-administered,
bankruptcy cases.

The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in May 2020.  The circumstances
and terms and conditions of employment of the Firm by the Companies
is protected by the attorney-client privilege and attorney work
product doctrine.

The Firm can be reached at:

          Russell R. Johnson III, Esq.
          John M. Craig, Esq.
          LAW FIRM OF RUSSELL R. JOHNSON III, PLC
          2258 Wheatlands Drive
          Manakin-Sabot, VA 23103
          Tel: (804) 749-8861
          Fax: (804) 749-8862
          Email: russell@russelljohnsonlawfirm.com
                 john@russelljohnsonlawfirm.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/j9BXmO

                    About Chinos Holdings

Chinos Holdings, Inc., designs apparels, offering clothing for men,
women and children, as well as accessories.  Chinos Holdings serves
customers worldwide.

Chinos Holdings, Inc. and its affiliates, including J.Crew Group,
Inc., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 20-32181) on May 4, 2020.  

At the time of the filing, the Debtors disclosed assets of between
$1 billion and $10 billion and liabilities of the same range.

Judge Keith L. Phillips oversees the cases.

The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; Hunton Andrews Kurth, LLP as local counsel; Lazard Freres
& Co. LLC; Alixpartners, LLP as financial advisor; Hilco Real
Estate, LLC as real estate advisor; KPMG LLP as tax consultant; and
Omni Agent Solutions, LLC as claims, noticing and solicitation
agent and as administrative advisor.


CHINOS INTERMEDIATE: S&P Rates $400MM DIP Term Loan 'B'
-------------------------------------------------------
S&P Global Ratings assigned its point-in-time 'B' issue-level
rating to the $400 million debtor-in-possession (DIP) term loan
provided to Chinos Intermediate Holdings A Inc., the parent entity
of J. Crew Group Inc. (J. Crew), which is also a co-borrower. J.
Crew is operating under the protection of Chapter 11 of the U.S.
Bankruptcy Code following a voluntary filing on May 4, 2020. S&P's
'D' rating on J. Crew is unchanged.

S&P's 'B' issue rating on J. Crew's DIP term loan reflects its view
of the credit risk borne by the DIP lenders.

This risk includes:

-- The company's ability to meet its financial commitments during
bankruptcy through S&P's debtor credit profile (DCP) assessment.

-- Prospects for full repayment through reorganization and
emergence from Chapter 11 via S&P's capacity for repayment at
emergence (CRE) assessment.

-- Potential for full repayment in a liquidation scenario via
S&P's additional protection in a liquidation scenario (APLS)
assessment.

-- S&P's DCP reflects its view of J Crew's vulnerable business
risk profile and highly leveraged financial risk profile.

-- S&P's DCP includes its consideration of applicable rating
modifiers, including projected liquidity of J. Crew during
bankruptcy. The issue rating also considers the potential recovery
prospects on the DIP loans, which are reflected in S&P's CRE and
APLS assessments.

-- S&P's CRE assessment of favorable coverage of the DIP debt in
an emergence scenario indicates coverage of 150%-250%.

-- S&P's CRE assessment contemplates a reorganization and
addresses whether the company, in its view, would likely be able to
attract sufficient third-party financing at the time of emergence
to repay the DIP debt in full. S&P's CRE assessment of favorable
coverage of the DIP debt provides a one-notch uplift over the DCP,
resulting in a 'B' issue-level rating. S&P assesses repayment
prospects for purposes of the CRE assessment on the basis that all
of the DIP facilities must be repaid in full in cash at emergence,
consistent with super-priority status under the U.S. Bankruptcy
Code.

-- S&P's APLS assessment indicates less than 100% total value
coverage and does not affect DIP ratings.

-- S&P's DIP methodology also contemplates the ability to fully
repay DIP debt, even in a scenario where the debtor cannot
reorganize. S&P's APLS assessment indicates insufficient coverage
(estimated at 90%-100% coverage) of the DIP term loan in a
liquidation scenario, and therefore, it does not provide an
additional notch for the APLS modifier.

S&P attributes J. Crew's voluntary bankruptcy filing to various
ongoing business challenges and weakened competitive position.

J. Crew's bankruptcy filing and S&P's business risk assessment
reflect various ongoing business challenges, including:

-- Erosion in profitability because of increased competition in
the specialty apparel industry amid the ongoing secular shifts in
consumer spending habits;

-- S&P's expectation for economic weakness through the bankruptcy
period, along with business disruptions because of the COVID-19
pandemic;

-- Continued and escalating threats from fast fashion, online
retail, and other similar competitors amid weakness in mall traffic
and greater industry price transparency;

-- While Madewell appears better-positioned for long-term growth,
S&P believes J. Crew has not adequately engaged its core customer
base, because consumers' perception of quality dipped and the
company was slow to adapt to changing shopping habits and tastes;

-- Investment market disruptions that prevented the company's
pursuit of previously communicated plans to launch an IPO for its
Madewell brand; and

-- These factors result in significant recent declines in sales,
profitability, and cash flow that resulted in a prepetition capital
structure that was unsustainable.

S&P sees many of these trends as secular and believe customer
traffic will remain challenged, especially for mall and physical
retail, making it difficult for J. Crew to substantially reverse
declines in sales and EBITDA margins over the short term. S&P
believes the company's competitive position has materially weakened
in recent years, largely because of these industry trends and
intensifying competition." S&P holds this view despite believing
that J. Crew's bankruptcy restructuring initiatives may result in
modest operating performance improvements as the result of:

-- Plans to close a significant number of underperforming stores;

-- Lease and rent negotiation with landlords that result in
concessions and cost reductions; and

-- Continued efforts to enhance J. Crew's apparel offering and
other changes to the business model.

From a financial risk perspective, S&P's DCP reflects a
substantially reduced debt burden relative to EBITDA generation in
the bankruptcy period.

This is due to the stay on prepetition debt (about $2 billion at
the time of filing) and the relatively modest amount of funded DIP
debt (about $400 million). Still, the requirement to pay adequate
protection to the prepetition term lenders diminishes the cash flow
benefit during bankruptcy. S&P is also mindful about the level of
DIP debt relative to the company's expected EBITDA over the next 12
months, given the expected global recession from the COVID-19
pandemic and its effects on overall industry trends.


COASTAL INTERNATIONAL: Exclusivity Period Extended to Oct. 30
-------------------------------------------------------------
Judge Hannah Blumenstiel of the U.S. Bankruptcy Court for the
Northern District of California extended to Oct. 30 the period
during which Coastal International, Inc. has the exclusive right to
file a plan of reorganization. The company will continue to have
the exclusive right to obtain acceptances for the plan until Jan.
4, 2021.

                    About Coastal International

Coastal International, Inc., is a Nevada corporation formed in
1984, which provides trade show installation and dismantling
services in the exhibit and event industry.  Its operations extend
into major cities across the United States, and the Company
maintains a staff of trained, full-time employees to handle most
any installation and dismantling project from start to finish.
Coastal generated approximately $24 million in revenues during
2018.

Coastal International sought creditor protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No.19-13584) on Sept.
15, 2019.  At the time of the filing, Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of
between $10 million and $50 million.  The case has been assigned to
Judge Theodor Albert.  Debtor tapped Weiland Golden Goodrich LLP as
counsel; and Finestone Hayes LLP, as co-counsel.


COVENANT PHYSICIAN: Moody's Alters Outlook on B3 CFR to Negative
----------------------------------------------------------------
Moody's Investors Service confirmed Covenant Physician Partners'
ratings and changed the outlook to negative from under review.
Moody's confirmed Covenant's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, B2 Senior Secured 1st Lien Bank
Credit Facility, and Caa2 Senior Secured 2nd Lien Bank Credit
Facility. This rating action concludes the review of Covenant's
ratings initiated on March 24, 2020.

The confirmation of the B3 CFR reflects Moody's expectation that
Covenant will be able to conserve cash through many of their cost
cutting initiatives and managing capex and working capital to limit
the cash burn over the rest of the year. Covenant has also received
funds from the CAREs act that has improved Covenant's liquidity
position. Elective procedure volumes have been ramping up in recent
weeks, and all of Covenant's centers are expected to be open by the
end of June 2020. Further, the rating is supported by Moody's
favorable view of the longer-term prospects for ambulatory surgery
centers.

The change of outlook to negative reflects Moody's expectation that
the company's leverage -- which was already high before the
pandemic -- will remain elevated above 8.0x given reduced elective
procedures due to the coronavirus. Moody's expects that there will
be a significant erosion of operating performance in the second and
third quarters that will cause leverage to rise and liquidity to
weaken. The negative outlook reflects the downside risks of a more
severe or prolonged virus impact than Moody's currently forecasts.

Following is a summary of Moody's ratings actions:

Covenant Physician Partners

Probability of Default Rating, confirmed at B3-PD

Corporate Family Rating confirmed at B3

Senior Secured 1st Lien Bank Credit Facility confirmed at B2
(LGD3)

Senior Secured 2nd Lien Bank Credit Facility confirmed at Caa2
(LGD5)

Outlook Action:

Covenant Physician Partners

Outlook is changed to negative from rating under review

RATINGS RATIONALE

Covenant Physician Partners' B3 CFR is constrained by its modest
size relative to larger competitors, as well as the company's high
financial leverage. Covenant also faces risks associated with its
significant concentration in colonoscopy and gastroenterology
procedures, which together with related services, account for
nearly 74% of revenues. This risk has been amplified with the
coronavirus pandemic which has called for a deferral of elective
procedures including routine colonoscopies. The company also
deploys an aggressive acquisition strategy, which is often debt
funded. While there is risk associated with integrating multiple
acquisitions, Covenant has recently made investments in its systems
and infrastructure that should allow it to support a larger revenue
base.

Additionally, Moody's acknowledges that the ambulatory surgery
center industry has favorable long-term growth prospects, which
Moody's views as a positive. This is because patients and payors
prefer the outpatient environment (primarily due to lower cost and
better outcomes) for certain specialty procedures.

Moody's believes that Covenant will maintain adequate liquidity for
the next year. The company had over $50 million of cash as of May
31, 2020 to support liquidity. Moody's anticipates a modest cash
burn for the rest of 2020 which will be mitigated by reductions in
variable costs and working capital needs. Moody's expects the
company will reduce its growth capital expenditures to limit cash
burn. The company's $35 million revolver is fully drawn. The
company has a favorable maturity profile, with the revolver
expiring in July 2024 and no other maturities ahead of that.

Moody's considers coronavirus to be a social risk given the risk to
human health and safety. Aside from coronavirus, Covenant Physician
Partners faces other social risks as well such as the rising
concerns around the access and affordability of healthcare
services. However, Moody's does not consider the ASCs to face the
same level of social risk as hospitals as ASCs are viewed as an
affordable alternative to hospitals for elective procedures. From a
governance perspective, Moody's views Covenant Physician Partners'
financial policies as aggressive given the company's aggressive
debt funded acquisition strategy. The credit profile reflects the
risks inherent in a rapid growth strategy, including the potential
for operational disruptions, but Moody's acknowledges the company's
track record of effectively adding ASCs.

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

The ratings could be downgraded if Covenant's revenue or
profitability fails to recover throughout 2020 and debt/EBITDA
remains above 8.0x through 2021. Significant challenges in
integrating acquisitions could lead to downward rating pressure. A
downgrade could also occur if the company's liquidity weakens or
negative free cash flow is expected to be sustained.

The ratings could be upgraded if Covenant materially increases its
scale and geographic diversity while effectively managing its
growth. This would need to be accompanied by an expectation that
the company will sustain debt to EBITDA below 6.0 times.

Headquartered in Nashville, TN, Covenant Physician Partners is an
owner and operator of 63 ASCs and physician practices across 19
states focused on colonoscopy and other gastrointestinal procedures
with some ophthalmology procedures. Covenant is owned by private
equity sponsor KKR and has pro forma LTM revenues of approximately
$286 million as of March 31, 2020.

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


DANA INC: Fitch Alters Outlook on BB+ LongTerm IDR to Negative
--------------------------------------------------------------
Fitch Ratings has affirmed Dana Incorporated's Long-Term Issuer
Default Rating at 'BB+'. In addition, Fitch has affirmed DAN's
secured revolver, term loan A and term loan B ratings at
'BBB-'/'RR1' and the 'BB+'/'RR4' ratings on the senior unsecured
notes issued by DAN and its subsidiary Dana Financing Luxembourg
S.a.r.l. (Dana Financing).

Fitch's ratings apply to a $1.0 billion secured revolver, $823
million in secured term loan borrowings and $1.5 billion in senior
unsecured notes.

The Rating Outlook has been revised to Negative from Stable.

KEY RATING DRIVERS

Ratings Overview: DAN's ratings are supported by the company's
market position as a top global supplier of driveline components
for light, commercial and off-road vehicles, as well as sealing and
thermal products. In the near term, the company's performance will
be significantly affected by the steep downturn in global light,
commercial and off-highway vehicle production driven by the
coronavirus pandemic, but Fitch expects the company's strong
liquidity position and financial flexibility will help it manage
through the worst of the crisis relatively well. That said, the
revision of the Rating Outlook to Negative from Stable reflects
Fitch's concerns that a deeper or more prolonged downturn than
currently envisioned could result in the company's credit profile
being weaker than previously expected for an extended period. Fitch
could downgrade DAN's ratings if it appears that the company's
credit protection metrics will remain weaker than Fitch's downgrade
sensitivities beyond year-end 2021.

The diversification of DAN's products is a credit strength,
limiting its exposure to any single end market. The company's light
vehicle business is primarily weighted toward pickups and sport
utility vehicles, and the relative strength of pickup sales
compared with other light vehicle classes so far during the
pandemic could boost demand for the company's products in the
latter half of 2020. Increasingly, the company is also investing in
products for electrified powertrains, and Fitch believes it has
solid longer-term growth prospects in this area with a product
portfolio that that will remain relevant as emerging automotive
technologies begin to take hold.

DAN has a stated objective of achieving metrics consistent with
investment-grade ratings over the longer term, although debt
increased in conjunction with the Oerlikon Drive Systems
acquisition in 2019. However, its decisions to annuitize a large
portion of its pension obligations in 2019 and to fund the ODS
acquisition with pre-payable term loans point toward its ongoing
focus on reducing debt and debt-like obligations over the
intermediate term.

Key Rating Issues: In addition to Fitch's concerns regarding the
effect of the coronavirus pandemic on DAN's operational and
financial performance, other rating concerns include industry
cyclicality, particularly in the commercial and off-highway vehicle
sectors, and volatile raw material costs. With over 40% of DAN's
revenue tied to the more cyclical commercial and off-road vehicle
segments, the company is potentially exposed to greater revenue
volatility than suppliers that are primarily tied to the light
vehicle sector. However, DAN's more varied product portfolio
provides a level of customer diversification not seen at its
primary competitors, and commercial and off-road vehicle components
tend to carry higher margins than those for light vehicles.

DAN's acquisition strategy is also a potential credit risk,
although Fitch expects most acquisitions will be relatively modest
and of a "bolt-on" nature. Fitch expects DAN to consider potential
acquisitions within the context of its longer-term plan to
strengthen its credit metrics, and Fitch does not expect any
notable acquisition activity in the near term given the current
economic uncertainty. The ODS acquisition that was completed in
February 2019 was the company's largest in several years, and
although it funded the acquisition primarily with debt, its
decision to use term loans rather than notes gave it the
flexibility to reduce the debt in the future with available cash.

Liquidity Preservation Actions: In response to the economic
uncertainty resulting from the coronavirus pandemic, DAN took
several actions in the first and second quarters of 2020 to shore
up its liquidity and reduce costs. In the first quarter, DAN drew
$300 million on its secured revolver to increase its cash position,
and in April, the company entered into a $500 million 364-day
secured bridge facility to provide extra liquidity, if needed. DAN
also suspended its dividend beginning in the second quarter of 2020
and reduced capex by halting all non-critical projects. In
addition, it took a number of actions to reduce its fixed costs,
including salary, wage and benefit reductions, as well as cuts to
lower priority research and development projects. Fitch expects
these various actions to provide DAN with sufficient financial
flexibility to manage through the worst of the downturn while
maintaining ample liquidity.

In connection with entering the bridge facility, DAN amended its
secured credit agreement, which consists of the revolver, term loan
A and term loan B, to temporarily relax its financial covenant.
Previously, the credit agreement's financial covenant was a maximum
first lien net leverage ratio of 2.0x. In the amended agreement,
the covenant has been raised to 2.5x for the quarter ending June
30, 2020, rising to 4.0x for the quarter ending Dec. 31, 2020, and
remaining at that level for several quarters. After that, the
covenant will step down by 0.5x each quarter until it returns to
2.0x for the quarter ending Sept. 30, 2022. DAN can elect to revert
back to the prior covenant at any time prior to Sept. 30, 2022.

Positive FCF: Fitch expects DAN's FCF to be modestly positive in
2020, driven by positive working capital, lower capex and the
company's decision to suspend paying common dividends starting in
the second quarter of 2020. In 2021, Fitch expects FCF to remain
positive, but it will likely be held back somewhat by an expected
working capital use of cash as business levels increase during the
year. A potential reinstatement of the dividend in 2021 could also
weigh on FCF. Fitch expects DAN's FCF margin to run at around 1.0%
in 2021 if the company reinstates its dividend in the first quarter
of the year and then to rise toward 3.0% in the following years on
more typical market conditions. Fitch expects capex as a percentage
of revenue to run in the 4.0% to 4.5% over the next several years,
with capex at the higher end of that range in 2020 as a result of
lower revenue.

Relatively Low Leverage: As a result of weak end-market conditions
and higher debt, Fitch now expects DAN's gross EBITDA leverage
(gross debt/EBITDA as calculated by Fitch) to be relatively high at
year-end 2020 but to return toward historical levels over the next
couple of years. Fitch expects the company will target any excess
cash toward debt reduction, with a focus on its pre-payable debt.
Fitch expects gross EBITDA leverage to be near 3.0x by year-end
2021 and to fall toward 2.5x by year-end 2022. Fitch also expects
FFO leverage to be around 3.5x at year-end 2021 but to decline
below 3.0x by year-end 2022.

Solid Coverage Metrics: Fitch expects DAN's FFO interest coverage
to decline by about 2x in 2020 as a result of the weak market
conditions. However, Fitch expects FFO interest coverage to rise to
about 6.0x by year-end 2021 and to rise further, toward 8.5x, in
2022 on a combination of higher FFO and declining interest
expense.

DERIVATION SUMMARY

DAN has a relatively strong competitive position focusing primarily
on driveline systems for light, commercial and off-road vehicles.
It also manufactures sealing and thermal products for vehicle
powertrains and drivetrains. DAN's driveline business competes
directly with the driveline businesses of American Axle &
Manufacturing Holdings, Inc. and Meritor, Inc. (BB-/Stable),
although American Axle focuses on light vehicles, while Meritor
focuses on commercial and off-road vehicles. From a revenue
perspective, DAN is similar in size to American Axle, although
American Axle's driveline business is a little larger than DAN's
light vehicle driveline business. Compared with Meritor, DAN has
roughly twice the annual revenue overall, and DAN's commercial and
off-highway vehicle driveline segments are a little larger overall
than Meritor's commercial truck and industrial segment.

DAN's EBITDA margins are roughly in-line with auto suppliers in the
low-'BBB' range. However, EBITDA leverage is more consistent with
auto and capital goods suppliers in the 'BB' range, such as Delphi
Technologies PLC (BB/Rating Watch Positive), Allison Transmission
Holdings, Inc. (BB/Stable), Meritor, or The Goodyear Tire & Rubber
Company (BB-/Negative).

KEY ASSUMPTIONS

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

  -- U.S. light vehicle sales decline at about 20% in 2020, while
global sales decline about 15%. After 2020, U.S. and global sales
rise but only make up about half the decline in 2020. Sales do not
return toward 2019 levels until 2022.

  -- The global commercial vehicle and off-highway markets are weak
in 2020, with improvement seen in 2021, but, like the light vehicle
markets, a return toward 2019 levels is not seen until 2022.

  -- DAN's revenue declines roughly in-line with vehicle production
in 2020 when adjusted for a full year's worth of ODS revenue.
Revenue rises in 2021 but does not return toward 2019 levels until
2022.

  -- EBITDA margins decline in 2020 on lower production, partially
offset by cost savings measures. Margins improve in 2021 and
improve further in 2022 as production volumes return, synergies
from the ODS acquisition are achieved and other cost efficiencies
are kept in place.

  -- FCF margins run in the low-single-digit range throughout the
forecast, supported in 2020 by positive cash from working capital
on lower business levels, reduced capex and the dividend
suspension. FCF margins remain positive but are pressured a bit in
2021 working capital cash usage and a potential reinstatement of
the dividend. Margins improve further in 2022 on more normalized
business conditions.

  -- Capex as a percentage of revenue runs in the 4.0% to 4.5%
range over the next few years, with spending in 2020 near the
higher end of the range despite lower actual spending due to lower
revenue.

  -- The company maintains a solid liquidity position, with excess
cash used for debt reduction, acquisitions or share repurchases.

RATING SENSITIVITIES

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

  - Sustained gross EBITDA leverage below 2.0x;

  - Sustained post-dividend FCF margin above 2.0%;

  - Sustained FFO leverage below 2.5x;

  - Sustained FFO interest coverage above 5.5x.

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

  - A severe prolonged decline in global vehicle production that
leads to reduced demand for DAN's products for a sustained period;

  - A debt-funded acquisition that leads to weaker credit metrics
for a prolonged period;

  - Sustained gross EBITDA leverage above 2.5x;

  - Sustained FCF margin below 1.0%;

  - Sustained EBITDA margin below 10%;

  - Sustained FFO leverage above 3.5x;

  - Sustained FFO interest coverage below 3.0x.

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

Strong Liquidity: As of March 31, 2020, DAN had $651 million of
consolidated cash, cash equivalents and marketable securities. In
addition to its cash on hand, DAN maintains additional liquidity
through a $1.0 billion secured revolver that is guaranteed by the
company's wholly owned U.S. subsidiaries and is secured by
substantially all of the assets of DAN and its guarantor
subsidiaries. The revolver expires in 2024. As of March 31, 2020,
$300 million was drawn on the revolver, and $21 million of the
available capacity was used to back letters of credit, leaving $679
million in available capacity. The company also has access to the
$500 million bridge facility entered into in April 2020.

Based on the seasonality in DAN's business, as of March 31, 2020,
Fitch has treated $100 million of DAN's cash and cash equivalents
as not readily available for the purpose of calculating net
metrics. This is an amount that Fitch estimates DAN would need to
hold to cover negative operating cash flow, maintenance capex and
common dividends without resorting to temporary borrowing.

Debt Structure: DAN's debt structure primarily consists of
borrowings on its secured credit facility (which includes the term
Loan A, term Loan B and revolver) and senior unsecured notes issued
by both DAN and its Dana Financing subsidiary.

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

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).

Dana Incorporated

  - LT IDR BB+; Affirmed

  - Senior secured; LT BBB-; Affirmed

  - Senior unsecured; LT BB+; Affirmed

Dana Financing Luxembourg S.a r.l.

  - Senior unsecured; LT BB+; Affirmed



DANA INC: Moody's Confirms Ba3 Corp. Family Rating, Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Dana
Incorporated - Corporate Family and Probability of Default Ratings
at Ba3 and Ba3-PD, respectively; and the senior secured debt rating
at Baa3; and the senior unsecured debt at B2. Dana's Speculative
Grade Liquidity Rating remains SGL-1. The outlook is negative. This
action concludes the review for downgrade initiated on March 26,
2020.

Ratings Confirmed:

Issuer: Dana Incorporated

Corporate Family Rating, at Ba3

Probability of Default Rating, at Ba3-PD

Senior Secured Bank Credit Facility, at Baa3 (LGD2)

Senior Unsecured Regular Bond/Debenture, at B2 (LGD5)

Unchanged:

Speculative Grade Liquidity Rating is unchanged at SGL-1

Issuer: Dana Financing Luxembourg Sarl

Senior Unsecured Regular Bond/Debenture, at B2 (LGD5)

Outlook Actions:

Issuer: Dana Incorporated

Outlook, Changed to Negative from Rating Under Review

Issuer: Dana Financing Luxembourg Sarl

Outlook, Changed to Negative from Rating Under Review

RATINGS RATIONALE

Dana Ba3 CFR reflects the company's strong competitive position as
a global automotive supplier characterized by end-market diversity,
geographic diversity, and moderate customer concentration. Dana's
light vehicle segment product focus is on light trucks/SUVs/CUVs in
North America, where market share is expected to continue to grow
over the intermediate-term. While Dana's commercial vehicle segment
is moderately exposed to the expected cyclical downturn in US class
8 vehicle build rates, profit levels are lower than for off-highway
and medium-duty commercial vehicle products which should moderate
the impact of the market downturn.

The negative impact from the coronavirus pandemic on global
automotive demand and manufacturing will significantly deteriorate
revenues over the coming quarters. Dana's debt/EBITDA as of March
31, 2020 was about 3.8x (inclusive of Moody's adjustments) and will
deteriorate through 2020 with the impact from the gradual reopening
of automotive and commercial vehicle customer manufacturing
operations in North America and Europe due to the coronavirus
pandemic. Dana has announced cost actions including salary,
discretionary spending reductions, and temporarily suspended
dividends to mitigate the impact of lower volumes.

Dana's product mix is favorably exposed to light trucks and SUVs in
North America which are experiencing increasing share even as
overall vehicle production declines. This trend is expecting to
continue over the intermediate-term. Dana executed a number of
acquisitions in 2019, the largest of which was Oerlikon Drive
Systems which diversified revenues into the off-highway market and
added additional products and capabilities to support vehicle
electrification. These businesses are not immune from near-term
volume declines, yet should improve Dana's competitive position as
global economies recover through the second half of 2021 and
vehicle electrification broadens. The ratings also incorporate
Moody's view that excess cash available to support operating
flexibility over the coming quarters could be used to reduce debt
in the back half of 2021 as industry conditions stabilize. Yet,
Dana's recent acquisitive growth strategy in 2019 may resume as
industry conditions stabilize into 2021 supported by the company's
strong liquidity profile.

The negative outlook reflects the risk that the expected gradual
recovery of automotive industry conditions impacted by the
coronavirus pandemic could be interrupted from a second wave of
infection rates, or from weakening vehicle demand with a more
extended recessionary conditions from job losses.

Dana's SGL-1 Speculative Grade Liquidity Rating incorporates
Moody's expectation of a very good liquidity profile supported by
solid cash balances and healthy availability under the $1 billion
revolving credit facility. As of March 31, 2020, Dana had available
cash on hand and marketable securities of $651 million.
Availability under the revolving credit facility was about $679
million after $300 million of borrowings and $21 million of
outstanding letters of credit. The revolving credit facility
matures in 2024. Automotive production will be pressured by the
gradual increase of manufacturing productivity at automotive
manufacturing plants over the coming quarters. Moody's anticipates
Dana will generate free cash flow in 2020 close to breakeven
levels, as the company executes cost savings actions in a volatile
production environment.

On April 16, 2020, Dana entered into a $500 million bridge facility
which matures on April 15, 2021; and amended the revolver's minimum
first lien leverage ratio test through September 2022, unless Dana
in its sole discretion elects to return the first lien net leverage
ratio to its prior level earlier than such date. Both actions
support additional operating flexibility to contend with the impact
of the coronavirus pandemic.

Dana's role in the automotive and commercial vehicle industries
expose the company to material environmental risks arising from
increasing regulations on carbon emissions. Automotive
manufacturers and commercial fleet operators (particularly in the
off-highway markets) continue to announce the introduction of
electrified products to meet increasingly stringent regulatory
requirements. As noted, Dana has aggressively acquired
electrification technology and electrified product offerings to
complement its own Spicer branded product offerings. Products
include electric motors, inverters, chargers, generators,
gearboxes, thermal management products, battery-management systems,
and electric powertrain controls. Dana also provides customers with
electric powertrain system integration expertise.

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

The ratings could be upgraded with expectations of sustained
revenue growth leading to improved operating performance, EBITA/
interest over 3.5x, debt/EBITDA of 3.0x or lower, and consistent
positive free cash flow, while maintaining a very good liquidity
profile. Other factors supporting an upgrade would be cost
structure improvements, to better position the company to contend
with the cyclicality and continued discipline in return of capital
to shareholders.

A downgrade could arise if Moody's believes that through the
second-half of 2021 Dana's EBITA/interest coverage is expected to
be sustained at about 2.0x, or debt/EBITDA sustained at or above
4.0x. Other developments that could lead to ratings include
deteriorating liquidity, debt funded acquisitions, or aggressive
shareholder return policies resulting in leverage remaining
elevated.

The principal methodology used in these ratings was the Automotive
Supplier Methodology published in January 2020.

Dana Incorporated, headquartered in Maumee, Ohio, is a global
manufacturer of driveline, sealing and thermal management products
serving OEM customers in the light vehicle, commercial vehicle and
off-highway markets. Revenue for the LTM period ending March 31,
2020 was approximately $8.4 billion.


DEALER TIRE: Moody's Confirms B2 CFR & Caa1 Unsec. Debt Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Dealer Tire LLC
including the corporate family rating at B2, the Probability of
Default Rating at B2-PD, the senior secured rating at B1 and the
senior unsecured rating at Caa1. The outlook is negative. This
action concludes the review for downgrade initiated on March 26,
2020.

"The confirmations reflect Moody's view that Dealer Tire's
liquidity, principally with over $200 million in cash, provides
sufficient flexibility to navigate through lower 2020 tire demand
as consumers defer tire replacement", noted Mike Cavanagh, Lead
Analyst at Moody's who covers Dealer Tire.

Restoration of credit metrics following the early-2020 acquisition
of Dent Wizard will be delayed from Moody's initial expectations,
especially leverage. Nonetheless, Moody's expects Dealer Tire,
which consistently outperforms industry-wide replacement tire
shipments, to demonstrate improved earnings and positive free cash
flow in 2021 and to be on solid trajectory to restore debt/EBITDA
in the mid-6x range.

The following rating actions were taken:

Downgrades:

Issuer: Dealer Tire, LLC

Corporate Family Rating, Confirmed B2

Probability of Default Rating, Confirmed B2-PD

Senior Secured Bank Credit Facility, Confirmed B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Confirmed Caa1 (LGD6)

Outlook Actions:

Issuer: Dealer Tire, LLC

Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Dealer Tire's ratings consider the company's differentiated
business model serving the auto dealer channel, as the company has
exclusive, long-term relationships with many premium-brand auto
manufacturers and a wide distribution network. Moody's expects the
company to continue to outperform the broader US tire replacement
market, even in 2020 as Moody's forecasts Dealer Tire's shipments
to fall about 10% compared to industry-wide expectations for a
mid-teens percentage drop. Dealer Tire maintains relatively high
customer and supplier concentrations with its top three customers
(automotive OEMs) and suppliers (tire manufacturers) representing
about half of the company's total tire revenues and purchases in
2019. These concentrations expose the company to potential shifts
in industry dynamics as well as further disruptions in
manufacturing at its suppliers in 2020 due to the coronavirus.

Dealer Tire has engaged in a more aggressive financial policy in
recent years around acquisitions to diversify the company's
business. The early-2020 purchase of Dent Wizard, an automotive
reconditioning provider, is the company's most transformative
acquisition to date and follows other ongoing growth strategies,
including building out its online presence with Simple Tire and
expanding into China. Pursuing these varying strategies increases
execution risk at a time when the core tire business faces
unexpected instability due to the coronavirus-driven recessionary
environment.

The negative outlook reflects the risk that improvement in Dealer
Tire's operating margin and leverage profile in 2021 may not
materialize should recessionary conditions persist and consumers
put off tire replacement for an extended period of time.

Moody's expects Dealer Tire's liquidity, which is entirely
supported by cash of about $242 million as of April 29, 2020, is
adequately positioned to support the company's operations into
2021. The company's cash is inclusive of a full draw down of its
$225 million revolving credit facility due 2023. Moody's expects
Dealer Tire's free cash flow to be moderately negative for 2020
before improving to modestly positive in 2021. The company's cash
position provides cushion should Dealer Tire's working capital
needs or earnings deterioration is greater than currently
anticipated. The revolver maintains a springing maximum first lien
net leverage covenant of 7.75x when more than 35% is utilized.
Moody's expects the company to maintain sufficient cushion over the
next couple quarters should revolver borrowings remain outstanding
above that threshold. However, cushion on the net leverage covenant
could become tight toward the end of 2020 as earnings decline on a
trailing basis. Moody's, though, currently anticipates that Dealer
Tire would be able to repay a portion of borrowings as to not
trigger the covenant.

In terms of corporate governance, Dealer Tire is majority owned by
Bain Capital, but the founding Mueller family continues to hold a
substantial minority interest. Moreover, two family members hold
senior executive positions within the company, which creates both
governance issues as well as key man risks.

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

The ratings could be downgraded if Dealer Tire is unable to restore
operating margins above 5% or demonstrate a reduction in leverage
toward 6x debt/EBITDA by the back half of 2021. A lower rating
could also result if the company's liquidity position deteriorates
through higher levels of cash consumption during 2020 or expected
pressure in meeting its financial covenant. A downgrade could also
result from changing industry dynamics that result in lost market
share from the loss of a key customer or supplier.

The ratings are unlikely to be upgraded in the near term. Over
time, the ratings could be upgraded if the company's growth and
profit levels support debt/EBITDA being sustained below 5x and
EBITA/interest expense above 3x. The expectation for continual
generation of moderately positive free cash flow, maintenance of a
good liquidity profile and a less aggressive financial policy could
also support a higher rating.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

Dealer Tire, LLC, headquartered in Cleveland, Ohio, is engaged
primarily in the business of distributing replacement tires through
alliance relationships with automobile OEMs and their dealership
networks in the US. Through its Simple Tire platform, the company
is engaged in the distribution of tires through the e-commerce
channel. Dent Wizard is a leading provider of automotive
reconditioning services and vehicle protection products.

Pro forma revenues for the twelve-month period ending December 2019
including Dent Wizard were approximately $2.5 billion.


DECO ENTERPRISES: Hires Mousavi & Lee as Special Counsel
--------------------------------------------------------
Deco Enterprises, Inc., seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Mousavi &
Lee, LLP, as special corporate and litigation counsel to the
Debtor.

Deco Enterprises requires Mousavi & Lee to represent and provide
legal assistance to the Debtor in the following cases:

   -- Benjamin Pouladin v. Deco Enterprises, Inc., et al., with
      the Superior Court of the State of California, Los Angeles
      County, Case No. 19STCV44475;

   -- Molly Scott v. Orion Solar Racking, Inc., et al., with the
      Superior Court of the State of California, Los Angeles
      County, Case No. 19STCV44475; and

   -- Core Labor Solutions, LLC v. Deco Enterprises, Inc., with
      the Superior Court of the State of California, Los Angeles
      County, Case No. 19NWLC48824.

Mousavi & Lee will be paid at these hourly rates:

     Amy A. Mousavi, Partner                 $350
     Suoo Lee, Partner                       $350
     Paralegals                              $150
     Law Clerks                              $130

Mousavi & Lee will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Amy A. Mousavi, partner of Mousavi & Lee, LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Mousavi & Lee can be reached at:

     Amy A. Mousavi, Esq.
     MOUSAVI & LEE, LLP
     19200 Von Karman Ave., Suite 940
     Tel: (949) 864-9667
     E-mail: amousavi@mousavilee.com

                    About Deco Enterprises

Deco Enterprises, Inc., manufactures lighting fixtures and
systems.

Deco Enterprises filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11846) on Feb. 20,
2020. In the petition signed by Babak Sinai, president/chief
executive officer, the Debtor was estimated to have $1 million to
$10 million in assets and $10 million to $50 million in
liabilities. Raymond H. Aver, Esq., at the Law Offices of Raymond
H. Aver, APC, is the Debtor's counsel.



DIAMOND SPORTS: Moody's Rates Secured Notes 'Ba3', Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service confirmed Diamond Sports Group, LLC's Ba3
rating on the company's senior secured debt and assigned a Ba3
rating to Diamond's newly issued 12.75% senior secured exchange
notes due 2026, following the close of the private debt exchange
offer on 9 June 2020. Diamond's B1 corporate family rating, B1-PD
probability of default rating, B3 rating on the company's senior
unsecured notes, and SGL-3 speculative grade liquidity rating are
unchanged. The outlook is negative.

On May 12, 2020, Diamond commenced a private exchange offer for any
and all of the company's outstanding 6.625% senior unsecured notes
due 2027 for newly issued 12.75% senior secured notes due 2026 and
a cash payment. At close of the tender offer period on 9 June 2020,
about $66 million aggregate principal amount, representing
approximately 3.62% of the outstanding principal amount of senior
unsecured notes, had been validly tendered. Following settlement of
the exchange offer, about $1.753 billion of senior unsecured notes
remained outstanding and the company issued close to $31 million of
the 12.75% senior secured notes and made cash payments of about $10
million (including accrued but unpaid interest) in exchange for the
tendered unsecured notes.

Assignments:

Issuer: Diamond Sports Group, LLC

Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3)

Confirmations:

Issuer: Diamond Sports Group, LLC

Senior Secured Bank Credit Facilities, Confirmed at Ba3 (LGD3)

Senior Secured Regular Bond/Debenture, Confirmed at Ba3 (LGD3)

Outlook Actions:

Issuer: Diamond Sports Group, LLC

Outlook, Remains Negative

RATINGS RATIONALE

Diamond's B1 CFR reflects the high leverage the company will be
operating with for at least the next 12 months. Moody's current
expectations are that, without Dish resuming its carriage of
Diamond's regional sports networks, debt to EBITDA (Moody's
adjusted) will reach around 8.5x by year-end 2020 and will remain
elevated above 7x in 2021 assuming Dish resumes carriage of
Diamond's programming from Q2 2021, at the time of the kickoff of
the 2021 baseball season. The B1 rating also reflects Diamond's
position as the largest holder of RSNs, with 15 sports networks all
carrying at least one basketball, one hockey and one baseball team.
The rating also reflects the visibility over revenues with 90% of
revenue coming from retransmission fees as well as the strong
programming offering as the RSNs are expected to remain a fixture
of TV sports watching in the long run. The rating also reflects the
company's strong free cash flow generation and its adequate
liquidity profile.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines have created a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. Sporting events
have been and continue to be significantly affected by the shock
given mandates restricting crowd gatherings and sensitivity to
consumer demand and sentiment. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.

Diamond's debt exchange offer allowed its unsecured noteholders the
possibility to exchange their holdings for new senior secured debt
and will lead to some deleveraging as the unsecured notes are being
partly repaid with cash and partly exchanged for 60% of their book
value. However, with only about 3.62% of the outstanding principal
amount of senior unsecured notes having been tendered, Moody's
expects that Diamond's 2020 gross leverage will be around 8.5x by
year end -- assuming no revenue from Dish and a resumption of
sports games sometime in the second half of the year. In 2021,
assuming some resumption of Dish carriage fee revenue in Q2,
Moody's expects that gross leverage will remain elevated about 7x
at year end or about 6.1x on a net leverage basis. This is well
above the company's publicly stated leverage target of net
debt/EBITDA around 4.5x. Moody's expects Diamond to focus on
reducing leverage in line with its guidance over the next 12-24
months.

Diamond has an adequate liquidity profile with around $483 million
of cash at the end of Q1. This cash balance includes a $225 million
draw under the company's $650 million revolving credit facility,
just shy of the 35% that would have required Diamond to comply with
a 6.25x net first lien leverage covenant, which Moody's estimates
offers little to no headroom. The company's liquidity is supported
by Diamond's strong free cash flow generation and the absence of
near-term maturities with the next maturity in 2024 when the
revolver expires.

The negative outlook reflects the uncertainty over the timing and
terms of a renewal of Dish's carriage agreement. The outlook also
reflects the high uncertainty of when, if at all, the 2020 seasons
of the NHL, NBA and MLB will resume. The longer the suspensions
persist, the higher the risk that the minimum number of games is
not met which would require Diamond to reimburse part of its
distribution partners' carriage fees. While these minimum
guarantees also allow Diamond to recoup part of its payments to the
sports teams, it is unclear what the effect on EBITDA of such a
scenario would be.

The Ba3 (LGD3) rating on the company's senior secured credit
facilities and senior secured notes, reflects their first priority
ranking ahead of the company's senior unsecured notes rated B3
(LGD6). The instrument ratings reflect the probability of default
of the company, as reflected in the B1-PD PDR, an average family
recovery rate of 50% at default given the mix of secured and
unsecured debt in the capital structure, and the particular
instruments' rankings in the capital structure.

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

Given the ongoing disruption caused by the COVID-19 pandemic, as
well as the lack of visibility over any minimum guarantee rebates,
upwards movement on the rating is currently limited. Upwards
pressure would also require the company to return leverage (Moody's
adjusted) below 5.5x on a sustained basis while also maintaining
its strong free cash flow generation.

Downward pressure on the ratings could ensue should leverage appear
likely to remain above 6.5x beyond 2021 or should the company's
free cash flow generation or liquidity deteriorate.

Headquartered in Hunt Valley, MD, Diamond Sports Group, LLC was
formed on March 11, 2019 and is the entity through which Sinclair
Broadcast Group, Inc. ("SBGI") executed the acquisition of the
RSNs. Diamond owns and operates 22 RSNs that broadcast NBA, NHL and
MLB games on pay-TV platforms.

The principal methodology used in these ratings was Media Industry
published in June 2017.


DIOCESE OF ST. CLOUD: Case Summary & 3 Unsecured Creditors
----------------------------------------------------------
Debtor: The Diocese of St. Cloud
        214  3rd Ave S.
        St. Cloud, MN 56301

Business Description: The Diocese of St. Cloud is a tax-exempt
                      religious organization.  The Roman Catholic
                      Diocese of Saint Cloud encompasses 12,251
                      square miles in 16 central Minnesota
                      counties, with an estimated total population
                      of 555,400.  The diocese stretches more than
                      175 miles from east to west, including some
                      of Minnesota's most rural areas along the
                      North and South Dakota borders.  It also
                      includes one of the nation's fastest-growing
                      suburban corridors extending from
                      Minneapolis northwest to St. Cloud.  The
                      diocese currently includes 131 parishes with

                      a combined Catholic population of over
                      133,000.  Visit http://stcdio.orgfor more
                      information.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       District of Minnesota

Case No.: 20-60337

Debtor's Counsel: Daniel J. Young, Esq.
                  QUARLES & BRADY LLP
                  150 South Fifth Street, Suite 1800
                  Minneapolis, MN 55402
                  Tel: (612) 224-3751
                  E-mail: daniel.young@quarles.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bishop Donald J. Kettler, president.

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

                       https://is.gd/wcHmVU

List of Debtor's Three Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Faricy Law Firm, P.A.             Professional        Less Than

120 South Sixth Street                 Services           $585,623
Suite 2450
Minneapolis, MN 55402
John Faricy, Esq.
Tel: (612) 371-4400
Email: jfaricy@faricylaw.com

2. U.S. Bank, N.A.                      PPP Loan          $512,500
P.O. Box 1800
St. Paul, MN 55101

3. Diocese of St. Cloud Deposit        Unsecured           $81,143
and Loan Fund, a Minnesota nonprofit     Loan
corporation
P.O. Box 1248
St. Cloud, MN 56302

The list includes the category of tort claimants who have filed
lawsuits against the Debtor related to alleged sexual abuse, which
are currently contingent, unliquidated, and disputed.  Those names
are confidential and will appear on the Confidential Mailing List
and Confidential Schedule F.  This list does not include
co-defendants in the lawsuits who may have filed cross-claims or
third party claims against the Debtor arising out of the sex abuse
lawsuits.  Those cross-claims and third party claims, if any, are
disputed, contingent, and unliquidated.  This list also does not
include any claimants who may have come forward after the petition
date alleging sexual abuse claims against the Debtor.  Confidential
Schedule F and theconfidential master mailing list includes any
claimants who are currently identified by the Debtor.


DM WORLD: Seeks to Hire Shuker & Dorris as Counsel
--------------------------------------------------
DM World Transportation seeks authority from the US Bankruptcy
Court for the Middle District of Florida to employ Shuker & Dorris,
P.A. as its legal counsel.

DM World requires Shuker & Dorris to:

     a. advise as to the Debtor's rights and duties in this case;

     b. prepare pleadings related to this, including a disclosure
statement and a plan of reorganization; and

     c. take any and all other necessary action incident to the
proper preservation and administration of this estate.

The firm's hourly rates are:

     RS Shuker     $600
     ML Dorris     $450
     JB Dorris     $350
     MA Franklin   $160
     V Bernal      $105

     Partners          $450-$600
     Associates        $350
     Paraprofessional  $105-$160

R. Scott Shuker, Esq., a partner at Shuker & Dorris, disclosed in
court filings that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     R. Scott Shuker, Esq.
     Shuker & Dorris, P.A.
     121 S. Orange Ave., Suite 1120
     Orlando, FL 32801
     Phone: (407) 337-2060

             About DM World Transportation

DM World Transportation, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02684) on May 12,
2020.  At the time of the filing, Debtor had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.  Debtor is represented by the Law Firm of
Shuker & Dorris, P.A.


ELK PETROLEUM: Exclusivity Period Extended to Aug. 14
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended the
exclusive periods for Elk Petroleum Inc. and its affiliates to file
a Chapter 11 plan and solicit acceptances from creditors to Aug. 14
and Oct. 13, respectively.

Elk Petroleum anticipates making additional changes to its proposed
plan of liquidation prior to the hearing to consider approval of
its disclosure statement and confirmation of the plan.

                       About Elk Petroleum

Elk Petroleum Inc. is an oil and gas company specializing in
enhanced oil recovery (EOR).  For more information, visit
https://www.elkpet.com/

Elk Petroleum and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on
May 22, 2019.  At the time of the filing, Elk Petroleum estimated
assets of between $1 million and $10 million and liabilities of
less than $50,000.  The petition was signed by Scott M.
Pinsonnault, chief restructuring officer.

Debtors tapped Norton Rose Fulbright US LLP and Womble Bond
Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC,
as restructuring advisor; Opportune LLP as valuation analysis
provider; and Bankruptcy Management Solutions, Inc., as claims and
noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of preferred equity security holders on June 19, 2019.
No official committee of unsecured creditors has been appointed in
Debtors' cases.

Debtors filed a Chapter 11 plan of liquidation on April 21, 2020.


EQM MIDSTREAM: Fitch Affirms 'BB' IDR, Outlook Negative
-------------------------------------------------------
Fitch Ratings has affirmed EQM Midstream Partners, LP's Long-Term
Issuer Default Rating at 'BB' and the senior unsecured notes and
the credit facility expiring 2023 at 'BB'/'RR4'. The Rating Outlook
is Negative.

The Negative Outlook reflects Fitch's continued concern around the
execution of the Mountain Valley Pipeline project, as it
experiences regulatory and environmental challenges with multiple
delays and cost overruns. MVP has announced a new in-service date
of early 2021 and a potential increase in cost to approximately
$5.6 billion (8/8th basis).

While Fitch had stated that any delays to the schedule or
significant cost increase may lead to negative rating action, the
delay and cost overruns are not sufficient to prompt any downgrade
at this juncture. However, Fitch views that MVP has a significant
bearing on EQM's credit profile, considering the extent of
investment made in the project thus far and the partnership's
deleveraging plan hinging on MVP coming into service. Given the
uncertainty around MVP project execution and its bearing on EQM's
credit profile, the Rating Outlook remains Negative.

Favorable future rating actions at primary counterparty, EQT Corp.
(EQT; BB/Positive) could potentially prompt favorable rating action
at EQM. EQM Outlook may stabilize when there is clear visibility of
MVP's in-service date not extending beyond early 2021.

Fitch expects leverage to be elevated in 2020 at between 5.6x and
5.9x.

KEY RATING DRIVERS

MVP Further Delayed: On June 11, 2020, EQM announced that MVP has
experienced a delay. Fitch had previously assumed an in-service
date of Jan. 1, 2021. MVP now expects the in-service date to be
early 2021 with an approximate cost of $5.6 billion. The prior
budget for MVP was $5.3 billion to $5.5 billion. This project has
encountered large schedule delays and cost overruns due to
permitting and environmental challenges. EQM's earnings growth and
strengthening its balance sheet metrics is largely dependent on the
completion of MVP.

Counterparty Credit Risk: EQM derives roughly 70% of its revenues
from EQT, its primary counterparty. EQT is expected to remain EQM's
largest customer in the near to intermediate term. Fitch typically
views midstream service providers with high single counterparty
concentration as having exposure to outsized event risk. Due to the
combination of customer concentration and reservation-based
payment, EQM's credit risk is closely aligned with that of EQT and
the rating of EQT serves as a cap on the rating of EQM. As EQT is a
shipper on MVP, the completion of MVP will increase the amount of
EQT counterparty credit risk. As a positive, the MVP shipper group
also includes affiliates of three highly rated utilities.

Contract Renegotiation with EQT: Under the renegotiated gathering
contract with EQT, EQM received a new 15-year contract with
longer-term higher minimum volume commitments, a global MVC rate,
PA and WV acreage dedications and capex protections. Since EQM is
dependent on EQT for its cash flows and future growth, EQT's
operational and financial health have a strong bearing on the
credit profile of EQM. The new contract is intended to assist EQT's
drilling plans in an environment of prolonged low natural gas
prices. An important positive is that the benefit of certain rate
step-downs to EQT are held in abeyance until MVP is placed into
service. Fitch believes that the new contract has a marginal
positive impact on EQM's credit profile given the higher MVCs and
contract extension.

Roll-up Provides Modest Benefit: ETRN announced that it will
acquire the outstanding publicly-held common units of EQM in an
all-stock transaction. Under the simplified structure, the entity
will be a single publicly traded C-Corp. This is subject to closing
conditions and approval from ETRN shareholders and EQM unitholders,
with voting on June 15, 2020 and a closing soon after. The roll-up
will provide ETRN with a broader investor base given the C-Corp
structure. Furthermore, the conversion to a C-Corp structure should
better align management and ETRN shareholders and alleviate some of
the governance complexity that partnerships possess.

Limited Geographic and Counterparty Diversification: EQM's business
lines and geographic diversity are limited with strong ties and
focus on EQT's production in the Appalachian region. Fitch
typically views single-basin operators with large customer
concentration like EQM as having exposure to outsized event risk,
which could be triggered by an operating issue at EQT or any
production difficulties in the Appalachian basin. Despite being in
one of the most prolific gas basins in the U.S., natural gas prices
and liquidity constraints have impacted EQT's drilling plans, which
are intended to be alleviated to an extent by the recent contract
renegotiations and the natural gas prices returning to normal.

Revenues from Long-Term Capacity Reservation Payments: EQM's
operations are supported by long-term contracts with firm
reservation fees for both the gathering and transmission side of
the business. The new gathering contracts with EQT have a 15-year
contract life, and a weighted average remaining life of 14 years on
storage and transmission. Approximately 58% of the revenues
generated for the FYE December 2019 were generated from firm
reservation fees, which are expected to increase under the new
contract.

Environmental, Social and Governance: EQM has a relevance score of
4 for Group Structure as even with its simplification its group
structure is still complex. This has a negative impact on the
credit profile and is relevant to the rating in conjunction with
other factors. EQM also has a relevance score of 4 for Exposure to
Environmental Impacts as it continues to face environmental
permitting challenges for MVP.

DERIVATION SUMMARY

A comparable for EQM is Antero Midstream Partners, LP (AM; B/Rating
Watch Negative). Both entities operate in the Appalachian basin
with performance dependent on a large counterparty. AM has a single
counterparty, AR (B/RWN), making up the substantially all of its
revenues and earnings. EQM has material, concentrated counterparty
exposure to EQT but in lesser amounts than AM. EQM also has greater
size, scale and asset/business line diversity relative to AM and
lower business risk gas transportation assets in its portfolio.AM
exhibits low leverage compared with EQM, which has gathering and
transmission operations (and no processing). Fitch expects AM to
run leverage around 3.5x-4.0x in 2020, better than most of its
gathering and processing peers, and is better positioned relative
to EQM where Fitch expects leverage to be elevated for the next 18
months. Leverage metrics are, however, not the primary driver of
rating differences between the two issuers since AM's rating is
directly linked to its sponsor.

In terms of EBITDA, EQM is larger than DCP Midstream, LP (DCP;
BB+/RWN) and EnLink Midstream LLC (ENLC; BB+/Negative). All three
generate EBITDA over $1 billion. However, DCP is much more diverse
than EQM and EQM is less diverse than ENLC. DCP has higher volume
risk with only about 70% of its gross margins being generated from
fee-based contracts verses 90% of ENLC's gross margins. EQM had
approximately 58% of revenues from firm reservation fees for FYE
2019.

Fitch expects DCP's and ENLC's leverage to be in the 5.0x-5.5x
range in the near term (YE20 and YE21). At year-end 2020, Fitch
expects EQM to have leverage of approximately 5.6x-5.9x. DCP has
significant customer diversity whereas ENLC receives approximately
30% of revenues from its largest counterparty. EQM currently
receives approximately 70% of its revenues from EQT.

KEY ASSUMPTIONS

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

  -- Henry Hub natural gas prices of $1.85/mcf in 2020, $2.45/mcf
in in the years thereafter;

  -- WTI oil price of $32/bbl in 2020, $42/bbl in 2021, $50/bbl in
2022, and $52/bbl in 2023 and the long term;

  -- Dividends in line with management guidance. No dividend growth
expected in forecast period;

  -- MVP is in service in 2021;

  -- No acquisitions or equity issuance assumed;

  -- The preferred securities at EQM are half extinguished, and the
remaining preferred securities will be migrated to ETRN.

RATING SENSITIVITIES

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

  -- Positive rating action at EQT may lead to a positive rating
action at EQM. If EQT were to be upgraded, EQM could be upgraded.
The outlook is not likely to be stabilized until MVP comes into
service;

  -- Other positive rating action is not currently viewed as likely
in the medium term until MVP comes into service.

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

  -- Any negative rating action at EQT;

  -- At MVP, any further delays to the joint venture's revised
schedule, or meaningful cost increases to the approximately $5.6
billion budget (8/8ths basis, excluding interest during
construction);

  -- Leverage (total debt to adjusted EBITDA) of over 5.5x for a
sustained period; when the EQM buy-in transaction closes, the 5.5x
leverage will be calculated by reference to ETRN consolidated
leverage, in accordance with the consolidated credit profile
treatment under Fitch's parent-subsidiary linkage (e.g. adding to
EQM debt the deemed debt portion of the new ETRN preferred
shares);

  -- Distribution coverage ratio below 1.0x on a sustained basis;

  -- A change in operating profile such that EQM introduces a
material amount of non-fee-based contracts for its gathering
business;

  -- Failure to proactively refinance the 2022 term loan or any
other liquidity challenges;

  -- A change in the financial policies set by ETRN that is
materially averse to EQM's credit quality.

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 March 31, 2020, EQM had
approximately $1.4 billion in liquidity. Cash on balance sheet was
approximately $14 million, in addition to the $1.3 billion
available under the $3 billion revolver (the availability is after
recognizing credit extensions of $235 million related to the
issuance of letters of credit). The revolver may be increased by up
to $750 million under the accordion feature, subject to lender's
consent. The bank agreement was recently amended to include step
downs in its leverage restriction from a near-term restriction of
5.75x to 5.0x over the next several years. With acquisitions, EQM's
maximum permissible leverage is 5.5x on a temporary basis. As of
March 31, 2020, EQM was in compliance with its covenants. Fitch
notes that the definition of leverage under the bank agreement is
materially different than its own definition of leverage. Fitch
expects EQM to maintain compliance with its covenants in the near
term.

EQM also has a $ 1.4 billion term loan facility executed in August
2019. This facility may be increased by up to $300 million, subject
to lender's consent. The facility carries the leverage covenants at
the same level as defined in the $3.0 billion revolver.

Debt Maturity Profile: EQM does not have debt maturities until the
$1.4 billion term loan matures in August 2022. The revolver matures
in October 2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

EQM forecast metrics referred to herein are calculated by reference
to ETRN financial statements, with an adjustment for the pending
preferred securities to reflect 50/50 debt to equity treatment.
EBITDA in the forecast metrics reflects cash received from EQT that
is booked to deferred revenue rather than revenue; when EQT cash
payments transition to where the deferred revenue is being
amortized into revenues, this amortization will be removed from
revenues to arrive at EBITDA. Regarding unconsolidated affiliates,
Fitch calculates midstream energy companies' EBITDA by use of cash
distributions from those affiliates, rather than, for example,
ratable EBITDA from those affiliates.

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

EQM's default risk profile is significantly influenced by EQT,
which is its primary customer/counterparty.

ESG CONSIDERATIONS

EQM has a relevance score of 4 for Group Structure as even with its
simplification its group structure is still complex. EQM also has a
relevance score of 4 for Exposure to Environmental Impacts as it
continues to face environmental permitting challenges for MVP. 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, 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).


EQT CORP: Fitch Alters Outlook on BB LongTerm IDR to Positive
-------------------------------------------------------------
Fitch Ratings has affirmed EQT Corporation's Long-Term Issuer
Default Rating at 'BB' and its senior unsecured debt at 'BB'/'RR4'.
The Rating Outlook has been revised to Positive from Negative.
Fitch has also assigned a 'BB'/'RR4' rating to the company's senior
unsecured 2026 convertible notes.

The Positive Outlook reflects several favorable developments at the
company over the last few months, including successfully tapping
capital markets ($500 million 1.75% convertible issuance in April,
which follows its $1.75 billion issuance at the beginning of the
year); moderate success in asset sales ($125 million); and
improving natural gas fundamentals, which led Fitch to revise its
near-term base case natural gas price deck upwards. Since the
beginning of the year, EQT has taken its maturity wall down from
approximately $3.5 billion to $1.2 billion.

Remaining concerns include volatility in natural gas prices,
including the risk a faster than expected oil price recovery or
slowing LNG exports could undermine natural gas prices; moderate
execution risk on the repayment of remaining additional maturities;
and the negative impact LOCs may have on the company's liquidity,
especially if gas prices were to experience another downturn.

KEY RATING DRIVERS

Successful Refinancing: EQT had one of the heavier maturity walls
among E&P peers heading into the downturn, but has since made
substantial progress taking it down. In January, EQT issued $1.75
billion in 6.125% 2025 and 7.0% 2030 notes, followed by $500
million in 1.75% 2026 convertible notes at the end of April.
Together these issuances, along with proceeds from asset sales and
FCF, were used to refinance all of the company's 2020 and most of
its 2021 maturities. Of an original three year maturity wall of
$3.5 billion heading into 2020, only about $1.2 billion is
currently outstanding. In terms of balance sheet deleveraging,
EQT's gross debt today is around $4.98 billion, about $335 million
lower than YE 2019. Fitch believes there is good visibility on
repaying remaining 2021 maturity balances by year end ($225 million
is outstanding on the 2021 TL, and $245 million on the 2021 notes).
Fitch expects projected gross debt to decline to around $4.5
billion by the end of the year.

Modest Asset Sales: The environment for asset sales remains
challenging, but has eased somewhat as the gas outlook has
improved. In May, EQT sold non-strategic assets in West Virginia
and Pennsylvania to Diversified Gas and Oil PLC for $125 million,
including 80 Marcellus wells in Cameron, Clarion, Clearfield, Elk,
Indiana, Jefferson, and Tioga counties with associated production
of 50MMCF/d and 809 conventional wells in West Virginia with
production of 3MMCF/d. The transaction included $20 million in
future contingency payments for EQT. While EQT has seen limited
traction from royalty and mineral interests, it is less dependent
on other asset sales given good line of sight on FCF, an expected
cash tax refund of approximately $390 million associated with the
Coronavirus Aid, Relief and Economic Security Act, and cash from
the elimination of the dividend. The company's liquid stake in
Equitrans Midstream Corporation also recently increased in value
and was worth approximately $225 million.

Increased Hedges: A higher 2021 natgas strip has given gas-focused
E&Ps the chance to re-up hedge coverage on favorable terms. EQT had
strong hedge protection in 2020 (87% of forecast production at a
weighted average price of $2.71/dekatherm), but declining
protections thereafter. To date, 2021 EQT has modestly increased
its 2021 hedge coverage, which stands at approximately 40% of
forecast volumes. Fitch anticipates this number will rise as the
year progresses.

Higher Near-Term Gas Prices: Fitch recently increased its base case
Henry Hub natural gas price deck to $2.45/mcf in 2021 and 2022,
versus our previous assumptions of $2.10/mcf in 2021 and $2.25/mcf
in 2022. There was no change in the 2020 gas price ($1.85/mcf),
while the long-term natural gas price was lowered slightly (to
$2.45/mcf from $2.50/mcf) to reflect continued efficiency gains.
Higher gas prices reflect the expected impact of lower activity
levels in North American shale plays, which lays the groundwork for
lower associated gas production over the next several quarters. To
the degree oil prices remain low and oil inventories remain high,
gas prices would continue to be supported. By contrast, a warmer
than average winter, rapid recovery in oil prices, or additional
slowing in LNG exports could all counteract some of gas' relative
pricing strength.

LOCs Reduce Liquidity: EQT's current liquidity is adequate. Since
its downgrade to sub-investment grade, EQT had a maximum LOC
exposure of $1.1 billion at current ratings (down from a potential
of $1.6 billion after negotiations with EQM Midstream Partners, LP
[EQM] and the elimination of 400MM CF/d of firm transportation
commitments). EQT posted approximately $900 million in LOCs as of
May 1, 2020. Fitch does not anticipate these LOCs are likely to be
converted into debt for non-performance; however, they represent a
material use of the company's liquidity.

Production Deferrals: Management announced it would temporarily
defer 1.0 BCFE/d of net production starting May 16, to capture
higher natural gas prices later in the year. The deferral is
expected to lower EQT's 2Q production to 315-335 Bcfe, 45 Bcfe
lower than earlier guidance for the quarter. Guidance for the full
year (1,450-1,500 Bcfe) has not changed, given the company's
ability to accelerate production in 2Q as well as the headroom
created by 1Q coming in on the high end of guidance (385 Bcfe). The
company also continues to make headway driving well costs lower as
part of its combination drilling program, with Pennsylvania
Marcellus well costs declining to $745 per lateral foot in 1Q20
versus legacy 2019 costs of $970/lateral foot and a target of
$730/lateral foot.

Leading Size and Acreage: EQT is the largest gas producer in the
U.S. with 1Q20 average daily sales volume of 4.23 billion
cubic-foot equivalent per day (Bcfe/d), 87% in the Marcellus and
13% in the Ohio Utica, and estimated proved reserves of 17.5
trillion cubic feet equivalent, significantly higher than
gas-weighted E&P peers. The company has one of the best land
positions in the Marcellus, given its extensive contiguous acreage
position (1.2 million net acres in Appalachia, including 630,000
net acres in the core of the Marcellus and 60,000 net acres in the
core of the Ohio Utica). EQT estimates that it has 1,565 core
undeveloped drilling locations in the Marcellus and 120 locations
in the Ohio Utica, providing 15-20 years of Tier 1 inventory
without the need for material land acquisition.

DERIVATION SUMMARY

With total 1Q20 production of 4.23 BCFE/d (705,260 boepd), EQT is
the largest natural gas E&P company in the U.S., larger than Antero
Resources (AR; B/RWN 3.37 BCFE/d), Range Resources (RRC; NR, 2.29
BCFE/d), Southwestern Energy (SWN; BB/Negative, 2.21 BCFE/d), and
CNX (BB/Stable 1.47 BCFE/d). EQT's 1p proved reserve base is 17.5
Tcfe. Given its dry gas orientation, EQT's liquids mix is low at
just 4% versus more liquids-oriented peers like AR (32%), RRC
(30%), and SWN (22%). However, a dry gas orientation remains an
advantage in the current pricing environment. EQT's cash netbacks
at March 31, 2020 were slightly above average at $0.50/mcfe, higher
than liquids-oriented names such as RRC ($0.08/mcfe) and SWN
($0.36/mcfe), but below peers like CNX Resources Corp. (CNX;
$0.58/mcfe), given CNX' lower G&T costs. EQT's market access is
above average for its peer group. Following 2020 capital markets
activity and related debt repayment, EQT's refinancing risk has
dropped significantly. No parent-subsidiary linkage, country
ceiling constraint, or operating environment influence was in
effect for the rating.

KEY ASSUMPTIONS

  -- Henry Hub prices of $1.85/mcf in 2020, and $2.45/mcf from 2021
to the end of the forecast;

  -- WTI oil price of $32/bbl in 2020, $42/bbl in 2021, $50/bbl in
2022, and $52/bbl in 2023 and the long term;

  -- Capex of approximately $1.13 billion held flat across the
forecast;

  -- Production dipping to 4.04 BCF/d in 2020 in line with
deferrals, and flatlining thereafter at approximately 4.13 BCF/d;

  -- Asset sales of $340 million in 2020;

  -- Existing hedge positions incorporated into forecast.

RATING SENSITIVITIES

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

  -- Repayment of remaining 2021 maturities, resulting in gross
debt declining to approximately $4.5 billion;

  -- Maintenance of a conservative financial policy, including
continued FCF generation, debt repayment, hedging, and an adequate
liquidity runway;

  -- Mid-cycle debt/EBITDA below 2.5x or FFO-adjusted leverage
below 2.7x on a sustained basis;

  -- Increased size, scale, or diversification with continued
credit-neutral funding policies;

  -- Further sustained improvement in gas market fundamentals and
pricing, and company margins.

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

  -- Sustained erosion in natural gas fundamentals and pricing,
leading to the need for additional adjustments;

  -- Mid-cycle debt/EBITDA above 3.0x on a sustained basis;

  -- Mid-cycle FFO adjusted leverage above 3.2x on a sustained
basis;

  -- 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

Adequate Current Liquidity: At March 31, 2020, EQT's liquidity was
adequate and was comprised of cash on hand of $18.7 million, and
availability of approximately $1.8 billion on the company's $2.5
billion senior unsecured revolver after accounting for LOCs of $700
million ($1.6 billion given LOCs of approximately $900 million as
of May 1). There were no borrowings on the facility. The revolver
is due July 2022 and has a one-time expansion option up to $3.0
billion, subject to lenders' approval. The only financial covenant
on EQT's revolver is a maximum debt-to-capitalization ratio of 65%
which has a carve-out for the effects other comprehensive income
(OCI).

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

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).


EXTRACTION OIL: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Extraction Oil & Gas, Inc.
             370 17th Street, Suite 5300
             Denver, Colorado 80202

Business Description: Denver-based Extraction Oil & Gas, Inc.
                      -- www.extractionog.com -- is an
                      independent energy exploration and
                      development company focused on
                      exploring, developing and producing
                      crude oil, natural gas and NGLs
                      primarily in the Wattenberg Field in
                          the Denver-Julesburg Basin of Colorado.

Chapter 11 Petition Date: June 14, 2020

Court:                    United States Bankruptcy Court
                          District of Delaware

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

     Debtor                                      Case No.
     ------                                      --------
     Extraction Oil & Gas, Inc. (Lead Case)      20-11548
     7N, LLC                                     20-11549
     8 North, LLC                                20-11550
     Axis Exploration, LLC                       20-11551
     Extraction Finance Corp.                    20-11552
     Mountaintop Minerals, LLC                   20-11553
     Northwest Corridor Holdings, LLC            20-11554
     Table Mountain Resources, LLC               20-11555
     XOG Services, LLC                           20-11556
     XTR Midstream, LLC                          20-11557

Judge:                    Hon. Christopher S. Sontchi

Debtors'
Bankruptcy
Counsel:                  Christopher Marcus, P.C.
                          Allyson Smith Weinhouse, Esq.
                          Ciara Foster, Esq.
                          KIRKLAND & ELLIS LLP
                          KIRKLAND & ELLIS INTERNATIONAL LLP
                          601 Lexington Avenue
                          New York, New York 10022
                          Tel: (212) 446-4800
                          Fax: (212) 446-4900
                          Email: christopher.marcus@kirkland.com
                                 allyson.smith@kirkland.com
                                 ciara.foster@kirkland.com

Debtors'
Co-Bankruptcy
Counsel:                  Marc R. Abrams, Esq.
                          Richard W. Riley, Esq.
                          Stephen B. Gerald, Esq.                  

                          WHITEFORD, TAYLOR & PRESTON LLC
                          The Renaissance Centre
                          405 North King Street, Suite 500
                          Wilmington, Delaware 19801
                          Tel: (302) 353-4144
                          Fax: (302) 661-7950
                          Email: mabrams@wtplaw.com
                                 rriley@wtplaw.com
                                 sgerald@wtplaw.com

Debtors'
Restructuring
Advisor:                  ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Investment
Banker &
Financial
Advisor:                  MOELIS & COMPANY

                             - AND -

                          PETRIE PARTNERS SECURITIES, LLC

Debtors'
Notice,
Claims, &
Balloting
Agent and
Administrative
Advisor:                  KURTZMAN CARSON CONSULTANTS LLC
                          https://www.kccllc.net/extractionog

Estimated Assets: $1 billion to $10 billion

Estimated Liabilities: $1 billion to $10 billion

The petitions were signed by Matthew R. Owens, president and chief
executive officer.

A copy of Extraction Oil & Gas' petition is available for free at
PacerMonitor.com at:

                       https://is.gd/6hlDZQ

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. 2026 Senior Notes (5.625%)     2026 Senior Notes   $700,200,000
Wells Fargo Bank, National            (5.625%)
Association
1445 Ross Avenue
Suite 4300
Dallas, TX 75202
Attn: Corporate, Municipal
and Escro Services
Title: Trustee
Tel: 605-575-6900
Fax: 469-729-7638
Email: charles.scharf@wellsfargo.com

2. 2024 Senior Notes (7.375%)      2024 Senior Notes  $400,000,000
Wells Fargo Bank,                      (7.375%)
National Association
1445 Roass Avenue
Suite 4300
Dallas, TX 75202
Attn: Corporate, Municipal and
Escrow Services
Tel: Trustee
Tel: 605-575-6900
Fax: 469-729-7638
Email: charles.scharf@wellsfargo.com

3. Liberty Oilfield Services         Trade Payable     $26,959,856
950 17th Street, Floor 24
Denver, CO 80202
Attn: Ron Gusek
Title: President
Tel: 720-583-6643
Email: ron.gusek@libertyfrac.com

4. Kerr McGee Gathering LLC           JIB Payable         At Least
Kerr-McGee Oil and Gas Onshore LP                       $4,438,518
c/o Occidental Oil and Gas Corp
5 Greenway Plaza, Suite 110
Houston, TX 77046
Attn: Vicki Hollub
Title: CEO & President
Tel: 713-215-7000
Email: vicki_hollub@oxy.com

5. Rocky Mountain Midstream            Gathering          At Least
c/o Williams                            Payable         $3,750,000
One Williams Center
PO Box 2400
Tulsa, OK 74102-2400
Attn: Alan S. Armstrong
Title: CEO & President
Tel: 918-574-9375
Email: alan.armstrong@williams.com

6. Grizzly Petroleum                JIB A/R Credit      $1,762,000
5847 San Felipe, Suite 3000            Balance
Houston, TX 77057
Attn: Ryan Midgett
Title: CFO
Tel: 281-408-1467
Email: ryan.midgett@grizzlyenergyllc.com

7. FundThrough USA Inc               Trade Payable      $1,426,297
3730 Kirby Dr., #1200
Houston, TX 77098
Attn: Steven Uster
Tel: CEO
Tel: 800-766-0460
Email: steven@fundthrough.com

8. Black Label Services Inc          Trade Payable      $1,397,657
629 Gyrfalcon CT, Ste A
Windsor, CO 80550
Attn: Dean Rucker
Tel: Co-CEO
Tel: 970-833-5981
Email: drucker@blsoil.com

9. USA Compression Partners LP       Trade Payable      $1,037,727
111 Congress Avenue, Suite 2400
Austin, TX 78701
Attn: Eric Long
Title: President &
Chief Executive Officer
Tel: 214-378-8651
Email: elong@usacompression.com

10. RAISA II, LLC                      Post-Close         $966,175
1560 Broadway Street, Suite 2050       Settlement
Denver, CO 80202
Attn: Luis A. Rodriguez
Title: CEO
Tel: 303-854-9141
Email: lrodriguez@raisaenergy.com

11. Halliburton Energy               Trade Payable        $893,054
Services Inc.
3000 N. Sam Houston Pkwy E.
Houston, TX 77032
Attn: Jeff Miller
Title: CEO & President
Tel: 281-870-4000
Email: jeff.miller@halliburton.com

12. Laser Oilfield Services          Trade Payable        $832,782
2986 W 29th St.
Unit 12
Greeley, CO 80631
Attn: Rick Miller
Title: President
Tel: 970-352-4444
Email: nicole.h@laseroilfield.com

13. Commercial Funding Inc           Trade Payable        $784,507
170 S. Main Street, Suite 700
Salt Lake City, UT 84101
Attn: Steve Sala
Title: GM
Tel: 888-575-6501
Email: ssala@commercialfund.com

14. Reed Deer Ironworks USA Inc      Trade Payable        $725,176
6430 Golden West Avenue
Red Deer, AB T4P 1A6
Attn: Ed Delaronde
Title: President
Tel: 403-343-1141
Email: edelaronde@rdironworks.com

15. Ensign United States             Trade Payable        $706,986
Drilling Inc
1700 Broadway, Suite 777
Denver, CO 80290
Attn: R.H. (BOB) Geddes
Title: President & COO
Tel: 303-292-1206
Email: bob.geddes@ensignenergy.com

16. APEX Companies LLC               Trade Payable        $694,458
15850 Crabbs Branch Way, Suite 200
Rockville, MD 20855
Attn: Brian Burke
Title: CFO
Tel: 301-975-0200
Email: bburke@apexcos.com

17. Pump Masters LLC                 Trade Payable        $636,789
3801 Canal Drive
Fort Collins, CO 80524
Attn: Ryan Sherman
Tel: President
Tel: 970-232-9189
Email: ryan@pump-masters.com

18. RimRock Royalties              Gathering Payable      At Least
5956 Sherry Lane, Suite 825                               $600,000
Dallas, TX 75225
Attn: Murray Karp
Title: CFO
Tel: 970-397-6887
Email: accounting@rimrockenergy.com

19. Element Services LLC             Trade Payable        $571,667
123 9th Avenue
Greeley, CO 80631
Attn: Reilly Reed
Tel: 719-688-8114
Email: reilley_00@hotmail.com

20. Inception Law PLLC               Trade Payable        $567,835
c/o Kearny, McWilliams & Davis
55 Waugh, Suite 150
Houston, TX 77007
Attn: Scott C. Kearney, J.D.
Title: Managing Member
Tel: 720-863-4012
Email: skearney@kmd.law

21. Enservo Corporation              Trade Payable        $534,748
999 18th St.
Suite 1925N
Denver, CO 80202
Attn: Ian Dickinson
Tel: 303-333-3678
Email: ian.dickinson@enservo.com

22. Ranger Energy Services LLC       Trade Payable        $521,898
800 Gessner, Suite 1000
Houston, TX 77024
Attn: Darron M. Anderson
Title: CEO
Tel: 713-935-8900
Email: darron.anderson@rangerenergy.com

23. 5280 S Services                  Trade Payable        $513,759
3801 Canal Drive
Fort Collins, CO 80524
Attn: Jesse Jimenez
Title: Operation Manager
Tel: 970-518-6487
Email: jesse@5280SServices.com

24. Richmark Energy Partners         Surface Use          At Least
5200 W. 20th Street                    Payable            $500,000
Greeley, CO 80634
Attn: Jeannie Foster
Title: Controller
Tel: 970-352-9446
Email: jeanie@richmark.co.za

25. Thru Tubing Solutions Inc       Trade Payable         $499,398
11515 S. Portland Ave.
Oklahoma City, OK 73170
Attn: Andy Ferguson
Title: President
Tel: 405-692-1900
Email: aferguson@thrutubing.com

26. CrossEnergy Inc                 Trade Payable         $448,246
1399 Water Valley Parkway
Suite 300
Windsor, CO 80550
Attn: Rudy Gardea
Title: President
Tel: 930-732-0455
Email: office@crossenergy.com

27. RPS MC LLC                      Trade Payable         $436,496
801 A Lough Drive
Riverton, WY 82501
Attn: Beth Asay
Title: Controller
Tel: 970-523-1507
Fax: 970-523-0297
Email: basay@rpservices.biz

28. Patterson UTI Drilling          Trade Payable         $424,401
Company LLC
10713 Sam Houston Parkway North
Suite 800
Houston, TX 77064
Attn: William A. (Andy)
Hendricks, Jr.
Title: CEO & President
Tel: 281-765-7100
Fax: 281-765-7175
Email: andy.hendricks@patenergy.com

29. National Oilwell Varco LP       Trade Payable         $410,033
7909 Parkwood CIR DR
Houston, TX 77036
Attn: Clay Williams
Title: CEO & President
Tel: 713-346-7606
Email: clay.williams@nov.com

30. Mercuria                          Derivative      Undetermined
20 East Greenway Plaza                Liability
Suite 650
Houston, TX 77046
Attn: Scott Pleus
Title: COO
Tel: 832-209-2400
Email: scottpleus@mercuria.com


EXTRACTION OIL: Implements Revised Compensation Structure
---------------------------------------------------------
In light of the historic decline in commodity prices and the
unprecedented level of market volatility affecting the oil and gas
industry, Extraction Oil & Gas, Inc. has determined that its
historic compensation structure and performance metrics are
ineffective in motivating and incentivizing the Company's workforce
in the current environment.  With the advice of its independent
compensation consultant and legal advisors, the Company has
implemented the following revised compensation structure for the
Company's executives and senior managers (including each of its
named executive officers), other employees and non-employee
directors effective as of June 8, 2020.

Named Executive Officers and Other Senior Managers: Matthew R.
Owens, the Company's president and chief executive officer, agreed
to reduce his 2020 target variable compensation by 20%. The Company
has approved retention agreements with 16 of its executives and
senior managers, including its named executive officers, pursuant
to which an aggregate of $6.7 million of payments will be paid.
These amounts, along with restricted cash awards previously made to
the Senior Managers, are subject to repayment by the Senior
Managers upon a resignation without "good reason" or termination of
employment for "cause" before specified dates and events.  As a
condition to participating in the revised compensation program, the
Senior Managers are required to waive participation in the
Company's 2020 annual incentive plan, and all equity compensation
awards granted to the Senior Managers in 2020 have been cancelled.

Other Employees: To maintain the stability and cohesion of the
Company's workforce and minimize distractions arising from the
uncertainty associated with the Company's compensation program, the
Company has implemented a cash retention plan pursuant to which all
eligible employees other than the Senior Managers may earn an
aggregate amount equal to their target 2020 variable compensation.
The Company believes that this emphasis on retention is essential
to keep employees engaged and focused on the performance of their
duties.

Non-Employee Directors: The Company also revised its non-employee
director compensation program.  Under the revised program, base
retainers for its non-employee directors have been reduced by
$10,000 and all non-employee director compensation will be paid in
cash on a quarterly basis.

                  About Extraction Oil & Gas, Inc.

Denver-based Extraction Oil & Gas, Inc. -- www.extractionog.com --
is an independent energy exploration and development company
focused on exploring, developing and producing crude oil, natural
gas and NGLs primarily in the Wattenberg Field in the
Denver-Julesburg Basin of Colorado.

Extraction Oil recorded a net loss of $1.37 billion for the year
ended Dec. 31, 2019, compared to net income of $121.85 million for
the year ended Dec. 31, 2018.  The change to net loss was primarily
driven by a decrease in sales revenues of $154.1 million, coupled
with an increase in operating expenses of $1.5 billion, which
includes an increase of $1.3 billion in the impairment of
long-lived assets and a decrease in the gain on sale of property
and equipment and assets of unconsolidated subsidiary of $137.3
million.  Additionally, the Company had a decrease in interest
expense of $44.1 million.

As of March 31, 2020, the Company had $2.70 billion in total
assets, $2.28 billion in total liabilities, $182.15 million in
series A convertible preferred stock, and $240.69 million in total
stockholders' equity.

                           *   *   *

As reported by the TCR on May 25, 2020, Moody's Investors Service
downgraded Extraction Oil and Gas, Inc.'s Corporate Family Rating
to Ca from Caa2.  "The downgrade follows Extraction's election to
skip its May 15 interest payment on its 2024 senior unsecured notes
as the company evaluates strategic options to restructure its
capital structure and bolster its liquidity," said John Thieroff,
Moody's senior analyst.  If the company fails to cure the missed
interest payment within the 30-day grace period, it will be in
default.

In May 2020, S&P Global Ratings withdrew all of its ratings on
Extraction Oil & Gas Inc., including the 'D' issuer credit rating,
at the company's request.


EXTRACTION OIL: Moody's Cuts PDR to D-PD on Chapter 11 Filing
-------------------------------------------------------------
Moody's Investors Service downgraded Extraction Oil and Gas, Inc.'s
Probability of Default Rating to D-PD from C-PD. Extraction's other
ratings were affirmed, including its Ca Corporate Family Rating and
C rating on its senior unsecured notes. The outlook remains
negative. These actions follow Extraction's June 14, 2020 voluntary
filing of petitions for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

Downgrades:

Issuer: Extraction Oil and Gas, Inc.

Probability of Default Rating, Downgraded to D-PD from C-PD

Affirmations:

Issuer: Extraction Oil and Gas, Inc.

Corporate Family Rating, Affirmed Ca

Senior Unsecured Notes, Affirmed C (LGD5)

Outlook Actions:

Issuer: Extraction Oil and Gas, Inc.

Outlook, Remains Negative

RATINGS RATIONALE

The Chapter 11 bankruptcy filing has resulted in a downgrade of
Extraction's PDR to D-PD, reflecting the company's default on its
debt agreements. The affirmation of the Ca CFR and C rating on the
senior unsecured notes reflects Moody's views on recovery. Shortly
following this rating action, Moody's will withdraw all of
Extraction's ratings.

Extraction Oil and Gas, Inc., headquartered in Denver, Colorado, is
a public oil and gas exploration and production (E&P) company with
approximately 159,000 net acres in its focus area of the
Denver-Julesburg (DJ) Basin and a total of approximately 289,000
net acres. The company had average production of 94 mboe/d for the
first quarter of 2020.


FIRST CHOICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:

   Debtor                                               Case No.
   ------                                               --------
   First Choice Healthcare Solutions, Inc. (Lead Case)  20-03355
   709 South Harbor City Blvd, Suite 530
   Melbourne, FL 32901

   First Choice Medical Group of Brevard, LLC           20-03356
   709 South Harbor City Blvd, Suite 530
   Melbourne, FL 32901

   FCID Medical, Inc.                                   20-03357
   709 South Harbor City Blvd, Suite 530
   Melbourne, FL 32901

   Marina Towers, LLC                                   20-03359
   709 South Harbor City Blvd, Suite 530
   Melbourne, FL 32901

Business Description: Headquartered in Melbourne, Florida, First
                      Choice Healthcare Solutions --
                      https://www.myfchs.com -- is implementing a
                      defined growth strategy aimed at building a
                      network of localized, integrated care
                      platforms comprised of non-physician-owned
                      medical centers, which concentrate on
                      treating patients in the following
                      specialities: Orthopaedics, Spine Surgery,
                      Neurology, Interventional Pain Management
                      and related diagnostic and ancillary
                      services in key expansion markets throughout
                      the Southeastern U.S.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Middle District of Florida

Debtors' Counsel: Esther McKean, Esq.
                  AKERMAN LLP
                  420 S. Orange Ave.
                  Suite 1200
                  Orlando, FL 32801
                  Tel: 407-419-8583
                  E-mail: esther.mckean@akerman.com

First Choice Healthcare's
Total Assets as of May 31, 2020: $1,283,553

First Choice Healthcare's
Total Liabilities as of May 31, 2020: $1,855,427

First Choice Medical Group's
Total Assets as of May 31, 2020: $2,260,116

First Choice Medical Group's
Total Liabilities as of May 31, 2020: $3,016,161

FCID Medical's
Total Assets as of May 31, 2020: $1,832,489

FCID Medical's
Total Liabilities as of May 31, 2020: $642,515

Marina Towers'
Total Assets as of May 31, 2020: $6,149,380

Marina Towers'
Total Liabilities as of May 31, 2020: $6,558,440

The petitions were signed by Phillip J. Keller, interim chief
executive officer and chief financial officer.

Full-text copies of the petitions containing, among other items,
lists of the Debtors' 20 largest unsecured creditors are available
for free at:

                    https://is.gd/Yr2MTz
                    https://is.gd/1GunBE
                    https://is.gd/9nqVx9
                    https://is.gd/vslpvj


FOURTH QUARTER: Seeks to Hire Stone and Baxter as Counsel
---------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, seeks authority from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Stone and Baxter, LLP, as counsel to the Debtor.

Fourth Quarter requires Stone and Baxter to:

   (a) give the Debtors legal advice with respect to the powers
       and duties of Debtors-in-Possession in the continued
       operation of the business and management of Debtor'
       property;

   (b) prepare on behalf of the Debtor, as Debtor-in-Possession,
       necessary applications, motions, answers, reports, and
       other legal papers;

   (c) continue existing litigation, if any, to which the
       Debtor may be a party, and conduct examinations incidental
       to the administration of their estates;

     (d) take any and all necessary action necessary to the
       proper preservation and administration of the Debtor's
       estates;

   (e) assist the Debtor with the preparation and filing of
       their Statements of Financial Affairs and schedules and
       lists as are appropriate;

   (f) take whatever action is necessary with reference to the
       use by the Debtor of their property pledged as collateral,
       including cash collateral, to preserve the same for the
       benefit of the Debtor and secured creditors in accordance
       with the requirements of the Bankruptcy Code;

   (g) assert, as directed by the Debtors, all claims the Debtor
       have against others;

   (h) assist the Debtor in connection with claims for taxes
       made by governmental units; and

   (i) perform all other legal services for the Debtor as
       Debtor-in-Possession that may be necessary.

Stone & Baxter will be paid these hourly rates:

     Attorneys              $175 to $525
     Paralegals                $135

Stone & Baxter received from the Debtor the amount of $11,717 as
retainer.

David L. Bury, Jr., partner of Stone & Baxter, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Stone & Baxter, LLP can be reached at:

     David L. Bury, Jr., Esq.
     Matthew S. Cathey, Esq.
     Stone & Baxter, LLP
     Suite 800, Fickling & Co. Bulding
     577 Mulberry Street
     Macon, GA 31201-8256
     Telephone: (478) 750-9898
     Facsimile: (478) 750-9899
     E-mail: dbury@stoneandbaxter.com
             mcathey@stoneandbaxter.com

         About Fourth Quarter Properties XXXVIII, LLC

Fourth Quarter Properties XXXVIII, LLC is a single asset real
estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose
principal assets are located at 45, 47 & 49 Ansley DriveNewnan, GA
30263. The Debtor previously sought bankruptcy protection on March
5, 2013 (Bankr. N.D. Ga. Case No. 13-10585).

Fourth Quarter Properties XXXVIII, LLC, based in Newnan, GA, filed
a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-10883) on June
1, 2020. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves
as bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Stanley E.
Thomas, manager.



FRIENDS OF CITRUS: Exclusivity Period Extended to Sept. 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended the exclusivity period for Friends of Citrus And The
Nature Coast, Inc. to file its Chapter 11 plan and solicit
acceptances for the plan to Sept. 7 and Nov. 6, respectively.  

The extension will give the company more time to resolve
outstanding claims for recovery of money owed by Vitas of Florida,
Inc., the buyer of its hospice assets, and two remaining claims
filed by the U.S. government that arose from the company's previous
business of operating a 12-county non-profit Medicare certified
hospice in Florida.

Friends of Citrus is also negotiating the resolution of three
claims filed by nursing homes arising from Medicaid rate
adjustments.

               About Friends of Citrus And The Nature Coast

Friends of Citrus And The Nature Coast --
https://friendsofcitrus.org/ -- is a charitable organization
providing community grief support workshop for anyone who has
experienced a loss; telephone support; grief support resources for
all ages; educational materials for parents and teachers; and
children's grief support camps.

Friends of Citrus And The Nature Coast, Inc. filed a voluntary
petition in this Court for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03101) on Aug. 14,
2019. On Aug. 15, 2019, the case was transferred to Tampa Division
and was assigned a new case number (Case No. 19-07720).

In the petition signed by Bonnie L. Saylor, chief executive
officer, Friends of Citrus estimated $7,510,918 in assets and
$5,283,937 in liabilities.

Judge Michael G. Williamson oversees the case.  Frank P. Terzo,
Esq., at Nelson Mullins Broad and Cassel, is Debtor's legal
counsel.


GENCANNA GLOBAL: Given More Time to File Chapter 11 Plan
--------------------------------------------------------
Judge Gregory Schaaf of the U.S. Bankruptcy Court for the Eastern
District of Kentucky signed a bridge order extending GenCanna
Global USA, Inc.'s exclusivity period until he enters a final
order.

GenCanna and its affiliates seek to maintain exclusivity so parties
with competing interests do not derail their efforts to formulate a
consensual restructuring that maximizes value for all of their
creditors.  Maintaining exclusivity will afford the companies the
opportunity to continue with the sales of certain assets and
negotiations with creditors.

                     About GenCanna Global USA

GenCanna Global USA, Inc. is a vertically-integrated producer of
hemp and hemp-derived CBD products with a focus on delivering
social, economic and environmental impact through seed-to-scale
agricultural production.  For more information, visit
https://gencanna.com/

GenCanna Global USA was the subject of an involuntary Chapter 11
proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24,
2020.  The involuntary petition was signed by alleged creditors
Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture,
PLLC.  

On Feb. 6, 2020, GenCanna Global USA consented to the involuntary
petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc.
and Hemp Kentucky LLC, filed their own voluntary Chapter 11
petitions.

Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents
the petitioners.

The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and
Dentons Bingham Greenebaum, LLP as legal counsel; Huron Consulting
Services, LLC as operational advisor; and Jefferies, LLC as
financial advisor. Epig is the claims agent, which maintains the
page https://dm.epiq11.com/GenCanna.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Feb. 18, 2020.  The committee tapped Foley & Lardner
LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local
counsel, and GlassRatner Advisory & Capital Group, LLC as financial
advisor.


GGI HOLDINGS: Kane Russell Represents Chengdu, 3 Others
-------------------------------------------------------
In the Chapter 11 cases of GGI Holdings, LLC, et al., the law firm
of Kane Russell Coleman Logan PC provided notice under Rule 2019 of
the Federal Rules of Bankruptcy Procedure, to disclose that it is
representing Chengdu, LLC, 7650 FM 78 Leasing, LLC, 635 Gravois
Road Leasing, LLC and RSG Group North America, LP.

As of June 15, 2020, the Creditors and their disclosable economic
interests are:

Chengdu, LLC
5886 De Zavala Rd.
Suite 102, #501
San Antonio, Texas 78249

* Debtor: Gold's Texas Holding Group Inc.
* Nature of Claim: Commercial Lease
* Claim Amount: TBD
* Date of Acquisition: 9/29/03

7650 FM 78 Leasing, LLC
7650 FM 78
San Antonio, Texas 78244

* Debtor: Gold's Texas Holding Group Inc.
* Nature of Claim: Commercial Lease
* Claim Amount: TBD
* Date of Acquisition: 11/26/19

635 Gravios Rd. Leasing, LLC
635 Gravios Road
Fenton, Missouri 63026

* Debtor: Gold's St. Louis, LLC
* Nature of Claim: Commercial Lease
* Claim Amount: TBD
* Date of Acquisition: 11/26/19

RSG Group North America, LP.
7000 Romaine Street, Suite 201
Los Angeles, CA 90038

The facts and circumstances relating to the employment of the Firm
by the Creditors are that the Firm serves as bankruptcy counsel for
the Creditors to represent their interests in the Debtors'
bankruptcy cases.  The Firm's representation of RSG is limited to
reviewing certain leases of the Debtors in connection Debtors'
proposed asset sale.  The Firm will not be reviewing or advising
RSG with respect to any claims held by the Creditors.

The Creditors and RSG are billed monthly at the Firm's normal
hourly rates for its directors, associates and paralegals for the
time spent and for costs incurred in providing legal services,
pursuant to the Firm's standard terms of engagement.

Each Creditor and RSG have been advised of and has consented to the
Firm's representation of the other.

The Firm can be reached at:

          KANE RUSSELL COLEMAN LOGAN PC
          Michael P. Ridulfo
          5051 Westheimer Rd., 10th Floor
          Houston, TX 77056
          Tel: (713) 425-7400
          Fax: (713) 425-7700
          E-mail: mridulfo@krcl.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/ibjA4y

                      About GGI Holdings

Founded in 1965, Gold's Gym operates a network of company-owned and
franchised fitness centers.  It owns and operates approximately 95
gyms domestically, and holds franchise agreements for more than 600
gyms domestically and internationally. Its majority owner is TRT
Holdings, Inc. -- acquired the business in 2004.

GGI Holdings, LLC, Gold's Gym International, Inc. and other related
entities sought Chapter 11 protection (Bankr. 20-31318) on May 4,
2020.

GGI Holdings was estimated to have assets and debt of $50 million
to $100 million.

The Hon. Harlin Dewayne Hale is the case judge.

The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel.  BMC
Group Inc. is the claims agent.


GKS CORPORATION: Exclusivity Period Extended to Aug. 22
-------------------------------------------------------
Judge Elizabeth Katz of the U.S. Bankruptcy Court for the District
of Massachusetts extended the periods during which only GKS
Corporation can file and solicit acceptances for their Chapter 11
plan to Aug. 22 and Oct. 21, respectively.

GKS Corporation sought the extension in order to complete its
current due diligence process and, if successful, to market a
senior living facility it owns to potential buyers or entities
willing to fund its bankruptcy plan.  The community's current
owners do not have funds available for further investment,
requiring that the company seek a purchaser of or investor in the
community.  

GKS Corporation has developed a number of alternative
reorganization plans that have been shared with its principal
secured lender Westfield Bank and the unsecured creditors'
committee, which are the subject of continuing negotiations.

                       About GKS Corporation

GKS Corporation owns and operates a continuing care retirement
community and assisted living facility for the elderly.  It is a
50-acre country village setting in Southwick, Mass., with easy
access to healthcare services, transportation, shopping and
recreation.  For more information, visit
http://www.theamericaninn.net/

GKS Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26,
2019.  At the time of the filing, Debtor had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.  

Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is Debtor's
legal counsel.

The U.S. Trustee for Region 1 appointed a committee of unsecured
creditors on Jan. 22, 2020.  The committee is represented by Weiner
Law Firm, PC.


GLOBALTRANZ ENTERPRISES: Moody's Cuts CFR to Caa1, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service, downgraded the ratings of GlobalTranz
Enterprises, LLC, including the Corporate Family Rating to Caa1
from B3, the Probability of Default Rating to Caa1-PD from B3-PD
and the senior secured bank credit facility to B3 from B2. The
outlook is negative. This action concludes the review for downgrade
that was initiated on March 31, 2020.

RATINGS RATIONALE

The ratings, including the Caa1 CFR, reflect sustained high
financial leverage and Moody's expectation of weak liquidity amidst
end markets facing recessionary pressures and an uncertain business
outlook, heightened by the coronavirus crisis. Over 50% of revenue
is exposed to small and medium enterprises, which are likely to be
hard hit by the market weakness and sharp limitations on business
from efforts to contain the pandemic. These factors are likely to
have a significant negative impact on GTZ's earnings and cash flow
particularly in 2020, before a gradual recovery. As a result, there
is high probability GTZ will not meet its springing leverage
covenant test in the near term, absent a waiver amendment or paying
down about $49 million on its fully drawn $75 million revolver. As
well, total debt/EBITDA (including its standard adjustments) likely
will remain above 8x through 2021. This is elevated for a cyclical
company in highly competitive markets, and follows aggressive
growth through acquisitions. These factors increase concerns about
the sustainability of the company's capital structure.

The asset-lite nature of the business provides some flexibility to
reduce operating costs to limit downside risk and requires modest
capital expenditures, primarily to support investments in
technology. These are necessary to remain competitive in the face
of increased pricing transparency in the industry and to minimize
disruptions. The company's focus on growing its managed
transportation business, which is contractual in nature, should
provide some revenue stability. Additionally, GTZ is
well-positioned as a provider to SMEs in the less-than-truckload
brokerage market. These factors and the company's end market
diversification, which includes the somewhat non-discretionary food
and beverage markets (25% of revenue), are positive considerations
in the ratings.

Moody's views liquidity as weak, given expectations of significant
earnings pressure to weaken covenant headroom and constrain free
cash flow, along with working capital headwinds, including
receivables aging with the SME exposure. Free cash flow is likely
to be negative in the near term. The cash balance of about $75
million as of May 2020 is relatively modest considering the
concerns around the weaker earnings and annual interest expense of
about $33 million.

From a corporate governance perspective, event risk is increased
with GTZ's private equity ownership and acquisitive nature. The
company has aggressively grown the scope of its freight brokerage
services through acquisitions. These are often funded with debt,
limiting de-leveraging prospects, and are likely to continue given
GTZ's modest scale in the fragment third party logistics industry.
As well, there is execution risk given GTZ's very rapid growth in
recent years and its relatively new management team that is faced
with managing GTZ successfully through a difficult and uncertain
market environment.

The negative outlook reflects Moody's expectation of profitability
and liquidity to weaken through at least 2020 amidst deteriorating
market conditions and the lingering uncertainty around the duration
and extent of the coronavirus on the company's business and end
markets.

Moody's took the following actions on GlobalTranz Enterprises,
LLC:

Corporate Family Rating, downgraded to Caa1 from B3

Probability of Default Rating, downgraded to Caa1-PD from B3-PD

Senior Secured Bank Credit Facility, downgraded to B3 (LGD3) from
B2 (LGD3)

Outlook, changed to Negative from Ratings Under Review

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

The ratings could be downgraded with expectations of deteriorating
liquidity, including if the company breaches its springing covenant
or sustains negative free cash flow beyond 2020. An inability to
obtain credit on commercially viable terms would also drive lower
ratings. Downward ratings momentum would also be driven by
expectations of further weakening in credit metrics, including a
lack of progress with meaningfully reducing debt/EBITDA leverage
and Funds from Operations (FFO)+interest/interest remaining below
1x (all metrics Moody's adjusted). Aggressive financial policies
that increase leverage or weaken liquidity would also drive
downwards rating pressure.

Upward ratings pressure is unlikely in the near term, at least
until business conditions improve along with the broader industrial
and macroeconomic environment. Over time, the ratings could be
upgraded with growth in scale while sustainably improving operating
margins, resulting in stronger credit metrics such as debt/EBITDA
expected to remain comfortably below 6.5x. This would be
accompanied by stronger liquidity, including expectations of
consistently positive free cash flow generation, ample covenant
headroom and revolver availability.

The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.

GlobalTranz Enterprises, LLC based in Scottsdale, Arizona, is a
non-asset-based provider of third-party logistics services
specializing in truckload (TL), less-than truck-load (LTL), supply
chain logistics, and warehousing services. Revenues for the last
twelve months ended March 31, 2020, were approximately $1.4
billion.


GREEN WORLD: Hires Frank S. Homsher as Counsel
----------------------------------------------
Green World Council Bluffs, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Washington to employ
The Law Office of Frank S. Homsher, as counsel to the Debtor.

Green World requires Frank S. Homsher to represent the Debtor in
the Chapter 11 bankruptcy proceedings.

Frank S. Homsher will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Frank S. Homsher, partner of The Law Office of Frank S. Homsher,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Frank S. Homsher can be reached at:

     Frank S. Homsher, Esq.
     LAW OFFICE OF FRANK S. HOMSHER
     510 Bell St.
     Edmonds, WA 98020
     Tel: (425) 320-9628
     E-mail: Homsherf7@aol.com

                About Green World Council Bluffs

Green World Council Bluffs LLC, based in Venice, FL, filed a
Chapter 11 petition (Bankr. W.D. Wash. Case No. 20-11621) on June
10, 2020. LAW OFFICE OF FRANK S. HOMSHER, serves as bankruptcy
counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Michael
Kim, managing member.



GREENSBURG CONCRETE: Deadline to File Plan Moved to June 29
-----------------------------------------------------------
Judge Thomas Agresti of the U.S. Bankruptcy Court for the Western
District of Pennsylvania extended to June 29 the deadline for
Greensburg Concrete Block Company to file its Chapter 11 plan and
disclosure statement.

                About Greensburg Concrete Block Co.

Greensburg Concrete Block Company, a ready mixed concrete supplier
in Greensburg, Pa., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23527) on Sept. 6,
2019.  At the time of the filing, Debtor was estimated to have
assets of less than $50,000 and liabilities of $1 million and $10
million.  Judge Thomas P. Agresti oversees the case.  Debtor is
represented by Mahady & Mahady.

No official committee of unsecured creditors has been appointed in
Debtor's bankruptcy case.


HORNBECK OFFSHORE: Hires Guggenheim Securities as Investment Banker
-------------------------------------------------------------------
Hornbeck Offshore Services, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Guggenheim Securities, LLC, as their investment banker.

The firm's services will include:

     a. reviewing and analyzing the business, financial condition
and prospects of Debtors;

     b. evaluating Debtors' liabilities, debt capacity and
strategic and financial alternatives;

     c. in connection with any transaction, (i) evaluating from a
financial and capital markets point of view alternative structures
and strategies for implementing the transaction; (ii) preparing
offering, marketing or other transaction materials concerning
Debtors and the transaction for distribution and presentation;
(iii) developing and implementing a marketing plan with respect to
such transaction; (iv)identifying, soliciting and reviewing
proposals received from investors and other prospective parties;
and (v) negotiating the transaction.

     d. providing financial advice and assistance to Debtors in
developing and seeking approval of any such transaction, including
a plan, which may be a plan under Chapter 11 of the Bankruptcy Code
confirmed in connection with any bankruptcy case in a bankruptcy
court;

     e. participating in hearings before any applicable insolvency
authority with respect to the matters upon which Guggenheim
Securities has provided advice; and

     f. attending to such other matters as may be agreed upon by
Guggenheim Securities and Debtors in writing.

Guggenheim Securities will be paid as follows:

     a. Monthly Fees.  Debtors will pay Guggenheim Securities a
non-refundable monthly fee of $150,000, whether or not any
transaction is consummated.

     b. Restructuring Transaction Fee.  If any restructuring
transaction is consummated, Debtors will pay Guggenheim Securities
a fee in the amount of $8 million.

     c. Financing Fee.  If any financing transaction is
consummated, then, in each case, Debtors will pay Guggenheim
Securities one or more financing fees in an amount equal to the sum
of:

           i. 100 basis points (1 percent) of the aggregate face
amount of any debt obligations to be issued or raised by Debtors in
any debt financing (including the face amount of any related
commitments) that is secured by first priority liens over any
portion of Debtors's assets, plus

          ii. 200 basis points (2 percent) of the aggregate face
amount of any debt obligations to be issued or raised by Debtors in
any debt financing (including the face amount of any related
commitments) that is not covered by Section 4(c)(i)(A) of the
engagement agreement between Debtors and Guggenheim Securities,

         iii. 300 basis points (3 percent) of the aggregate amount
of gross proceeds raised by Debtors in any equity financing, plus

          iv. with respect to any other securities or indebtedness
issued that is not otherwise covered by Sections 4(c)(i)(A) to
4(c)(i)(C) of the Engagement Letter, such financing fees,
underwriting discounts, placement fees or other compensation as
customary under the circumstances and mutually agreed in advance by
the Debtors and Guggenheim Securities.

     d. Sale Transaction Fee.  If any sale transaction is
consummated, Debtors will pay Guggenheim Securities a fee to be
determined as follows:

           i. with respect to any sale transaction not constituting
a "sale of control transaction," the fee shall equal 1.5 percent of
the aggregate sale  consideration involved in each such
transaction; and

          ii. with respect to any sale of control transaction, the
fee shall equal $8 million.

Morgan Suckow, a senior managing director at Guggenheim Securities,
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:
  
      Morgan Suckow      
      Guggenheim Securities LLC
      330 Madison Avenue
      New York, NY 10017
      Tel: (212) 739-0700

                 About Hornbeck Offshore Services

Hornbeck Offshore Services, Inc. provides marine transportation
services to exploration and production, oilfield service, offshore
construction and U.S. military customers.  Hornbeck and its
affiliates were incorporated in 1997 and are headquartered in
Covington, La.

On May 19, 2020, Hornbeck Offshore Services and its affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
20-32679).  Hornbeck Offshore disclosed total assets of
$2,691,806,000 and total liabilities of $1,493,912,000 as of Sept.
30, 2019.

The Hon. David R. Jones is the case judge.

Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel;
Winstead PC as co-counsel; Guggenheim Securities, LLC as financial
advisor; and Portage Point Partners, LLC as restructuring advisor.
Stretto is the claims agent.


HORNBECK OFFSHORE: Hires Kirkland & Ellis as Legal Counsel
----------------------------------------------------------
Hornbeck Offshore Services, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Kirkland & Ellis LLP and Kirkland & Ellis International
LLP as their legal counsel.

The firms' services will include:

     a. advising Debtors with respect to their powers and duties in
the continued management and operation of their businesses and
properties;

     b. advising Debtors on the conduct of their bankruptcy cases,
including all legal and administrative requirements of operating in
Chapter 11;

     c. attending meetings and negotiating with representatives of
creditors and other parties;

     d. taking all necessary actions to protect and preserve
Debtors' estates, including prosecuting actions on Debtors' behalf,
defending any action commenced against Debtors, and representing
Debtors in negotiations concerning litigation in which they are
involved;

     e. preparing pleadings;

     f. representing Debtors in connection with obtaining authority
to continue using cash collateral and post-petition financing;

     g. advising Debtors in connection with any potential sale of
their assets;

     h. appearing before the bankruptcy court and any appellate
courts;

     i. advising Debtors regarding tax matters;

     j. assisting Debtors in negotiating, preparing and obtaining
approval of their disclosure statement and Chapter 11 plan; and

     k. other necessary legal services, including (i) analyzing
Debtors' leases and contracts and the assumption and assignment or
rejection thereof; (ii) analyzing the validity of liens against
Debtors; and (iii) advising Debtors on corporate and litigation
matters.

The firms will be paid at hourly rates as follows:

     Partners              $1,075 - $1,845
     Of Counsel            $625 - $1,845
     Associates            $610 - $1,165
     Paraprofessionals     $245 - $460

Ryan Blaine Bennett, Esq., a partner at Kirkland, assured the court
that the firms are "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Bennett disclosed that the firms did not agree to a variation of
their standard billing arrangements for their employment with
Debtors, and that no professional at the firms varied his rate
based on the geographic location of Debtors' bankruptcy cases.

The attorney also disclosed that the hourly rates used by the firms
in representing Debtors are consistent with the rates that they
charge other comparable Chapter 11 clients regardless of the
location of the case, and that the firms represented Debtors during
the 12-month period before the petition date using their standard
hourly rates for 2019.

Mr. Bennett also disclosed that Debtors have already approved the
firms' budget and staffing plan for the period May 19 to July 7,
2020.

The firms can be reached at:

     Ryan Blaine Bennett, Esq.
     Kirkland & Ellis LLP
     Kirkland & Ellis International LLP
     601 Lexington Avenue
     New York, NY 10022
     Tel: (212) 446-4800
     Fax: (212) 446-4900

                 About Hornbeck Offshore Services

Hornbeck Offshore Services, Inc. provides marine transportation
services to exploration and production, oilfield service, offshore
construction and U.S. military customers.  Hornbeck and its
affiliates were incorporated in 1997 and are headquartered in
Covington, La.

On May 19, 2020, Hornbeck Offshore Services and its affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
20-32679).  Hornbeck Offshore disclosed total assets of
$2,691,806,000 and total liabilities of $1,493,912,000 as of Sept.
30, 2019.

The Hon. David R. Jones is the case judge.

Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel;
Winstead PC as co-counsel; Guggenheim Securities, LLC as financial
advisor; and Portage Point Partners, LLC as restructuring advisor.
Stretto is the claims agent.


HORNBECK OFFSHORE: Hires Portage Point as Restructuring Advisor
---------------------------------------------------------------
Hornbeck Offshore Services, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Portage Point Partners, LLC as their restructuring
advisor.

The firm's services will include:

     a. assisting Debtors in evaluating and developing a short-term
cash flow forecasting tool and related methodologies and in
identifying and implementing both short-term and long-term
liquidity generating initiatives;

     b. assisting Debtors in developing a business plan and such
other related forecasts as may be required by various
constituents;

     c. negotiating with Debtors' constituents;

     d. assisting Debtors in distributing information required by
their constituents;

     e. assisting Debtors in obtaining and presenting information
required by "parties in interest" about their bankruptcy process;
and

     f. assisting Debtors in other business, financial and
reporting aspects of a Chapter 11 proceeding including the
formulation of a disclosure statement and plan of reorganization.

The firm's standard hourly rates are as follows:

     Managing Partner     $875
     Managing Directors   $675 - 775
     Director             $575 - 650
     Vice President       $450 - 550
     Associate            $325 - 425

Matthew Ray, founder and managing partner at Portage Point,
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 at:

     Matthew Ray
     Portage Point Partners, LLC
     300 North LaSalle, Suite 4925
     Chicago, IL 60654
     Phone: +1 (312) 781-7520

                  About Hornbeck Offshore Services

Hornbeck Offshore Services, Inc. provides marine transportation
services to exploration and production, oilfield service, offshore
construction and U.S. military customers.  Hornbeck and its
affiliates were incorporated in 1997 and are headquartered in
Covington, La.

On May 19, 2020, Hornbeck Offshore Services and its affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
20-32679).  Hornbeck Offshore disclosed total assets of
$2,691,806,000 and total liabilities of $1,493,912,000 as of Sept.
30, 2019.

The Hon. David R. Jones is the case judge.

Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel;
Winstead PC as co-counsel; Guggenheim Securities, LLC as financial
advisor; and Portage Point Partners, LLC as restructuring advisor.
Stretto is the claims agent.


HORNBECK OFFSHORE: Seeks to Hire Ernst & Young as Tax Advisor
-------------------------------------------------------------
Hornbeck Offshore Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Ernst
& Young LLP as its auditor and tax advisor.

The firm will provide the following services to Hornbeck Offshore
and its affiliates:

     1. Audit services, which include a review of Debtors'
unaudited interim financial information before they file their Form
10-Q,and audit and reporting services on Debtors' consolidated
financial statements for the years ended December 31, 2019 and
December 31, 2020.  The firm estimates that its fees for the 2019
and 2020 audit services will total $597,400 and $491,700,
respectively.

Ernst & Young may also conduct certain "non-core audit services" to
be paid as follows:

        Partner/Principal/Managing Director     $750 - $850 per
hour
        Senior Manager                          $550 - $650 per
hour
        Manger                                  $450 - $525 per
hour
        Senior                                  $275 - $350 per
hour
        Staff                                   $175 - $250 per
hour
        Admin/Intern                             $75 - $100 per
hour

     2. Tax compliance services for the year ended December 31,
2019, to be paid as follows:

        Federal and State Compliance       $48,000
        Puerto Rico Compliance             $3,500
        Trinidad and Tobago Compliance     $5,000
        Guyana Compliance                  $2,000

     3. Routine tax advisory services to be paid as follows:

        Partner -- National Tax/ITS            $675 per hour
        Senior Manager -- National Tax/ITS     $650 per hour
        Partner/Principal/Executive Director   $575 per hour
        Senior Manager                         $475 per hour
        Manager                                $375 per hour
        Senior                                 $250 per hour
        Staff                                  $150 per hour

     4. Distressed planning bankruptcy services, which include
advising Debtors to understand the tax issues and options related
to their bankruptcy filing, taking into account the specific facts
and circumstances, for U.S. federal income tax purposes.  These
services will be paid as follows:

        Partner/Principal     $800 per hour
        Managing Director     $719 per hour
        Senior Manager        $649 per hour
        Manager               $600 per hour
        Senior                $582 per hour
        Staff                 $250 per hour

     5. Expatriate tax services related to participants in Debtors'
mobility program.  Ernst & Young will receive either a fixed fee or
an hourly fee for such services.  The firm's hourly rates are as
follows:

     Partner/Principal      $777 per hour
     Executive Director     $745 per hour
     Senior Manager         $685 per hour
     Manager                $559 per hour
     Senior                 $435 per hour
     Staff                  $289 per hour

Robert Champagne, a partner at Ernst & Young, disclosed in court
filings that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Robert S. Champagne
     Ernst & Young, LLP
     2323 Victory Ave Ste 2000
     Dallas, TX 75219
     Phone: (214) 969-8000

                 About Hornbeck Offshore Services

Hornbeck Offshore Services, Inc. provides marine transportation
services to exploration and production, oilfield service, offshore
construction and U.S. military customers.  Hornbeck and its
affiliates were incorporated in 1997 and are headquartered in
Covington, La.

On May 19, 2020, Hornbeck Offshore Services and its affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
20-32679).  Hornbeck Offshore disclosed total assets of
$2,691,806,000 and total liabilities of $1,493,912,000 as of Sept.
30, 2019.

The Hon. David R. Jones is the case judge.

Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel;
Winstead PC as co-counsel; Guggenheim Securities, LLC as financial
advisor; and Portage Point Partners, LLC as restructuring advisor.
Stretto is the claims agent.


INDIANA FINANCE: Moody's Rates Series 2020A/B Bonds 'Ba1'
---------------------------------------------------------
Moody's Investors Service has assigned an initial Ba1 rating and
stable outlook to Indiana Finance Authority's $11.63 million
Educational Facilities Multipurpose Revenue Bonds, Series 2020A
(KIPP Indianapolis, Inc. Project) and $265,000 Taxable Educational
Facilities Multipurpose Revenue Bonds, Series 2020B (KIPP
Indianapolis, Inc. Project). The bonds will be issued by the
Indiana Finance Authority with proceeds loaned to KIPP
Indianapolis, Inc. Project under a loan agreement. KIPP
Indianapolis, Inc. has provided a pledge of all its available
revenue under the loan, as well as a mortgage lien on the school's
real property, to the Authority, and ultimately to bondholders.

RATINGS RATIONALE

The Ba1 rating reflects KIPP Indianapolis' strong competitive
profile versus district peers, particularly in light of its
material integration with the school district and community; the
school's above average academic growth scores; and its overall
adequate academic performance. The rating also reflects the
school's solid relationship with its charter authorizer, as
evidenced by its long-term charters and the school's addition of a
high school, which added a third charter for the organization, in
2018.

The Ba1 rating reflects the school's improved financial performance
over the past several years, fueled by enrollment growth. Moody's
expects that organic growth will continue as students progress
through each successive grade of KIPP Indy's high school, with 10th
grade added in the fall of 2020. However, the school's strong net
income has somewhat been the result of large private funding
contributions, which are expected to decline given various economic
pressures as a result of coronavirus. Further, while Moody's does
not expect an immediate cut to K-12 aid in Indiana given its
biennial budget structure, should state aid or federal funding cuts
be realized, margins here are very slim and could quickly become
pressured. These concerns are somewhat offset by the school's
overall moderate leverage (including new debt) and reasonable
annual debt service costs, without the need for material enrollment
growth to meet bond covenants. Further, the school's satisfactory
liquidity, estimated at roughly 100 days' as of 2020 fiscal year
end, should help to offset any revenue shortfalls - if needed - in
the near term.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Moody's has incorporated its current understanding of
these risks into its credit analysis for KIPP Indy, including
stress scenarios that considered reductions in state aid funding as
a result of the financial impact from coronavirus at the state
level. Nevertheless, the situation surrounding coronavirus is
rapidly evolving and any longer-term impact on KIPP Indy will
depend on both the severity and duration of the crisis. If its view
of the credit quality of the school changes, Moody's will update
the rating and/or outlook at that time.

RATING OUTLOOK

The stable outlook reflects its assumption of continued organic
enrollment growth, as the school opens one successive high school
grade per year, and the school's continued integration with its
public-school district in the Martindale-Brightwood area of
Indianapolis. The stable outlook also reflects its assumption of
fairly narrow operating margins, particularly if cuts to state aid
are realized. However, its expectation is that even with cuts to
revenue, the school will continue to meet bond covenants, given
satisfactory enrollment and conservative budgeting.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

  - Material improvement in coverage and liquidity

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

  - Inability to maintain structural operating balance

  - Coverage that falls below expected levels

  - Material declines in liquidity

LEGAL SECURITY

The Series 2020 A&B bonds are secured under a loan agreement
between the Indiana Finance Authority and KIPP Indianapolis, Inc.
as borrower. Pursuant to the Indenture, the Authority has assigned
all loan repayments pursuant to the loan agreement to the Trustee
for the benefit of bondholders. To further secure the bonds, the
school has granted to the issuer a mortgage lien on and a security
interest in KIPP Indy's high school facility.

Legal provisions are generally in line with market norms, with a
debt service coverage requirement of 1.10x, though the covenant is
only violated if coverage is below 1.10xs and the school maintains
less than 90 days cash on hand. The covenanted cash requirement is
50 days' cash. Covenants also include an additional bonds test
requiring 1.2x coverage in the year prior to issuance.

Bondholders will also benefit from a debt service reserve sized at
the lesser of a standard three-pronged test (maximum annual debt
service, 125% of average annual principal and interest, or 10% of
the original principal amount).

USE OF PROCEEDS

Bond proceeds will be used to refinance two existing construction
loans, and to fund various capital improvements at the high school
facility.

PROFILE

KIPP Indianapolis, Inc. is an Indiana non-profit corporation,
operating three charter schools - an elementary, middle and high
school - in the Martindale-Brightwood community of Indianapolis,
IN. The school serves roughly 1,100 students in kindergarten
through 9th grade.

The school was founded in 2004 with one class of fifth-grade
students, and has expanded organically since that time. The school
has, overall, been granted three separate charters for each of its
schools. KIPP Unite Elementary School opened for the 2014-2015
school year, and was granted its original charter in 2014 for a
term of seven years (the maximum charter currently permitted). KIPP
Indianapolis College Prep Middle School opened for the 2005-2006
school year. Its original charter was granted in May 2003, and was
subsequently renewed on March 18, 2011, again on July 16, 2013, and
most recently on November 7, 2017, for a term of seven years. KIPP
Indy Legacy High School opened in the fall of 2019 and currently
educates just 9th grade students, will continue to grow by one
grade level each year. In Fall of 2020, the High School will have
9th and 10th grades. The high school's charter was granted in
August of 2019, also for a term of seven years. The authorizer for
all three of KIPP Indy's charters is the Office of Education
Innovation, City of Indianapolis, IN.

METHODOLOGY

The principal methodology used in these ratings was US Charter
Schools published in September 2016.


IQOR US: Moody's Cuts PDR to Ca-PD & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service downgraded iQor US, Inc.'s Corporate
Family Rating to Ca from Caa2, Probability of Default Rating to
Ca-PD from Caa2-PD, the first lien senior secured term loan to Ca
from Caa1, and its second lien senior secured term loan to C from
Caa3. Concurrently, Moody's assigned a B3 rating to the senior
secured super-priority bridge loan. The outlook was changed to
stable from negative.

The downgrade reflects Moody's expectation that the company will
soon enter into a restructuring support agreement, supported by the
requisite number of lenders to restructure its heavy debt load.
It's unclear at this juncture whether the company and the current
lenders would agree on an in-court or out of court restructuring,
or a prepackaged plan of reorganization under the US Bankruptcy
Code.

To help facilitate iQor's liquidity needs leading up to the
restructuring, the company secured a new $35 million super-priority
bridge term loan due June 30, 2020 from several lenders. The term
loan can be extended up to one-month with a consent of the required
lenders and satisfaction of certain provisions in the credit
agreement. Moody's expects approximately $12.8 million of proceeds
to be drawn at close, with the remainder providing additional
liquidity while the company continues to negotiate a restructuring
plan with its lenders. Moody's expects the company to file for
Chapter 11 bankruptcy protection in July 2020.

Downgrades:

Issuer: iQor US, Inc.

Corporate Family Rating, Downgraded to Ca from Caa2

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

Senior Secured 1st Lien Term Loan, Downgraded to Ca (LGD3) from
Caa1 (LGD3)

Senior Secured 2nd Lien Term Loan, Downgraded to C (LGD6) from Caa3
(LGD5)

Assignments:

Issuer: iQor US, Inc.

Senior Secured Super Priority Bridge Term Loan, Assigned B3 (LGD1)

Outlook Actions:

Issuer: iQor US, Inc.

Outlook, Changed to Stable from 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 call-center
industry has been one of the sectors significantly affected due to
a disruption in the supply chain for its customers, temporary
closure of facilities and a shift to remote work capabilities. More
specifically, the weaknesses in iQor's credit profile, including
the refinancing risk, elevated leverage and cash flow challenges
have left it vulnerable to shifts in market sentiment in these
unprecedented operating conditions while remaining 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 iQor of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.

iQor's Ca CFR reflects the high probability of default and Moody's
estimates around potential recoveries for creditors in the event of
a restructuring. The company is engaged in discussion with its
lenders regarding a near-term debt restructuring. The company has
an unsustainable capital structure relative to its cash flow
prospects with roughly $1 billion of total adjusted debt and over
$55 million in annual interest expense. The company is also facing
over $630 million of debt maturities through April 2021 in a
challenged industry environment.

Moody's expects iQor to have weak liquidity. Its liquidity
assessment reflects the upcoming debt maturity of the company's
first lien term loan in April 2021, where Moody's assumes no market
access, projected material earnings decline, as well as the high
likelihood of a debt restructuring over the next month. The company
had approximately $26 million of cash on the balance sheet as of
March 31, 2020 but does not have a revolving credit facility. On
May 29, 2020, the company obtained a super-priority bridge term
loan from several lenders to borrow up to $35 million, of which
$12.75 million will be provided on the initial draw for a period of
30 days subject to meeting certain conditions. There is an option
to extend the term loan for an additional 30 days by consent of the
lenders. Additionally, iQor had approximately $35.5 million of
additional capacity under its new $80 million accounts receivable
securitization facility due 2023, net of outstanding loans of
around $44.5 million as of March 31, 2020. Alternate sources of
liquidity are limited, as substantially all assets are pledged as
security for the senior secured debt.

The B3 rating assigned to the super senior secured term loan
reflects its priority first lien ranking, ahead of the Ca rated
senior secured first lien term loan and C rated senior secured
second lien term loan. The instrument ratings reflect the
probability of default of the company, as reflected in the Ca-PD
PDR, an average expected recovery rate of 40% at default given the
mix of secured debt and unsecured liabilities in the capital
structure, and the particular instruments' rankings in the capital
structure.

The Ca rating on iQor's senior secured first lien term loan, the
same as the company's Ca CFR, reflects its subordination to the $35
million super-priority loan and the significant level of junior
support in the capital structure mostly in the form of second lien
debt and other unsecured claims.

The C rating on the second lien term loan is one notch below the
company Ca CFR, reflects its junior position in the capital
structure behind the super-priority term loan and a substantial
amount of first lien debt. The credit facility has effectively a
third priority security interest in the same collateral that
secures the super senior and first lien term loans and the same
guarantors.

The stable outlook reflects Moody's view that the current ratings
adequately reflect iQor's refinancing risk, the elevated
probability of default and debt instrument recoveries.

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

iQor's PDR will be downgraded to D-PD if the company files for
bankruptcy.

Ratings could be upgraded if valuations are higher than currently
anticipated.

iQor US, Inc., a wholly owned operating subsidiary of iQor Holdings
Inc., is a global provider of customer engagement and
technology-enabled Business Process Outsourcing (BPO) solutions.
The company generated revenue of approximately $940 million in the
last twelve months ended March 31, 2020. iQor Holdings Inc. is
owned by HGGC, LLC; The Rohatyn Group; Starr Investment Holdings,
LLC; and management.

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


J.C. PENNEY: Hires Jackson Walker as Co-Counsel
-----------------------------------------------
J.C. Penney Company, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jackson Walker LLP, as co-counsel to the Debtors.

J.C. Penney requires Jackson Walker to:

   a. provide legal advice and services regarding local rules,
      practices, and procedures, including Fifth Circuit law;

   b. provide certain services in connection with administration
      of the chapter 11 cases, including, without limitation,
      preparing agendas, hearing notices, witness and exhibit
      lists, and hearing binders of documents and pleadings;

   c. review and comment on proposed drafts of pleadings to be
      filed with the Court;

   d. at the request of the Debtors, appear in Court and at any
      meeting with the U.S. Trustee, and any meeting of creditors
      at any given time on behalf of the Debtors as their local
      and conflicts bankruptcy co-counsel;

   e. perform all other services assigned by the Debtors to the
      Firm as local and conflicts bankruptcy co-counsel; and

   f. provide legal advice and services on any matter on which
      Kirkland & Ellis LLP and Kirkland & Ellis International LLP
      may have a conflict or as needed based on specialization.

Jackson Walker will be paid at these hourly rates:

     Matthew D. Cavenaugh               $750
     Attorneys                       $385 to $895
     Paraprofessional                $175 to $185

On May 14, 2020, Jackson Walker received a retainer of $300,000. On
May 14, 2020, the Firm drew on the Retainer in the amount of
$210,417.80 for prepetition services related to the Chapter 11
cases, and reimbursement of expenses incurred for filing fees
related to filing these cases. The Firm continues to hold
$89,582.20 in trust.

Jackson Walker will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Matthew D. Cavenaugh, partner of Jackson Walker LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Jackson Walker can be reached at:

     Matthew D. Cavenaugh, Esq.
     JACKSON WALKER LLP
     1401 McKinney Street, Suite 1900
     Houston, TX 77010
     Tel: (713) 752-4284
     E-mail: mcavenaugh@jw.com

                   About J.C. Penney Company

J.C. Penney Company, Inc., and its debtor-affiliates, filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 20-20182)
on May 15, 2020, disclosing under $1 million in both assets and
liabilities.

Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as
attorney. Jackson Walker LLP, is serving as co-counsel.  Katten
Muchin Rosenman LLP, is special counsel.



JM BROWN PROPERTIES: Seeks to Hire Ivey McClellan as Legal Counsel
------------------------------------------------------------------
JM Brown Properties LLC seeks authority from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ Ivey,
McClellan, Gatton & Siegmund, LLP as its legal counsel.

The firm will provide services in connection with Debtor's Chapter
11 bankruptcy proceedings, which include examining its contracts,
leases, financing statements and other related documents; advising
Debtor on how to preserve its assets; and assisting Debtor in
administering its bankruptcy estate.

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

     Dirk Siegmund           $390
     Charles Ivey, III       $500
     Samantha Brumbaugh      $350
     Darren McDonough        $350
     John Blust              $300
     Charles Ivey, IV        $250
     Melissa Murrell         $125
     Tabitha Coltrane        $125
     Heather Bray            $125

The firm received a $3,000 retainer from Debtor.

Samantha Brumbaugh, Esq., at Ivey McClellan, 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:

     Samantha K. Brumbaugh, Esq.
     Ivey, McClellan, Gatton & Siegmund, LLP
     100 South Elm Street, Suite 500
     Greensboro, NC 27401
     Telephone: (336) 274-4658
     Facsimile: (336) 274-4540
     Email: dws@iveymcclellan.com

                     About JM Brown Properties

JM Brown Properties, LLC, a company based in Madison, N.C., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
N.C. Case No. 20-10475) on May 26, 2020.  At the time of the
filing, Debtor disclosed assets of between $100,001 and $500,000
and liabilities of the same range.  Judge Benjamin A. Kahn oversees
the case.  Ivey, McClellan, Gatton & Siegmund is Debtor's legal
counsel.


JUMBO DESIGN: Seeks to Hire Gabriel Del Virginia as Attorney
------------------------------------------------------------
Jumbo Design and Brands, Inc. d/b/a DzineNY seeks authority from
the United States Bankruptcy Court for the Southern District of New
York to hire the Law Offices of Gabriel Del Virginia as its
attorneys.

Services the Del Virginia Office will render are:

     (a) provide the Debtor legal advice regarding its authorities
and duties as a debtor-in-possession in the continued operation of
its business and the management of its property and affairs;

     (b) prepare all necessary pleadings, orders, and related legal
documents and assist the Debtor and its accounting professionals in
preparing monthly reports to the Office of the United States
Trustee; and

     (c) perform any additional legal services to the Debtor which
may be necessary and appropriate in the conduct of this case.

Gabriel Del Virginia will be paid at these hourly rates:

     Attorneys           $350 to $575
     Paralegals              $150

Gabriel Del Virginia will be paid a retainer in the amount of
$21,717, of which $1,717 was applied to the filing fee in this
case.

Gabriel Del Virginia will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Gabriel Del Virginia, partner of the Law Offices of Gabriel Del
Virginia, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

The firm can be reached at:

     Gabriel Del Virginia, Esq.
     LAW OFFICES OF GABRIEL DEL VIRGINIA
     Gabriel Del Virginia, Esq.
     30 Wall Street-12th Floor,
     New York, NY 10005
     Tel: (212) 371-5478
     Fax: (212) 371-0460
     E-mail: gabriel.delvirginia@verizon.net

                About Jumbo Design and Brands, Inc.

Based in New York, New York, Jumbo Design and Brands, Inc. d/b/a
DzineNY sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 20-10905) on March 29, 2020. In the
petition signed by Moreno Brambilla, president, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Debtor is represented by Gabriel Del Virginia, Esq., at the Law
Offices of Gabriel del Virginia.


KNOWLTON DEVELOPMENT: Moody's Affirms B2 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and the B2-PD Probability of Default Rating of Knowlton Development
Corporation, Inc. and affiliates (KDC/ONE). Moody's also affirmed
the B2 ratings on the first lien revolver and term loan issued by
Knowlton Development Corporation, Inc. and KDC US Holdings, Inc. as
co-borrowers and assigned a B2 rating to the company's $500 million
incremental term loan. KDC/ONE acquired the Zobele Group on April
30th, 2020. Proceeds from an incremental $500 million add on to the
company's existing term loan, cash on hand, as well as cash equity
from majority owner Cornell Capital and other co-investors was used
to fund the acquisition and pay for fees and expenses. The rating
outlook is stable.

The affirmation of the ratings reflects Moody's belief that
KDC/ONE's high 6.4x pro-forma financial debt/EBITDA leverage as of
April 30th, 2020 will improve by nearly one turn to roughly 5.6x
(including Moody's adjustments) over the next 12 months. The high
financial leverage follows the company's debt and equity financed
acquisitions of HCT Group in January 2020 and more recently the
Zobele Group in April 2020. Both acquisitions will continue to grow
the company's presence as a value-added contract manufacturer and
partner to the beauty & personal care and home/industrial care
industries. The acquisitions will also increase the company's
geographic diversity and reduce its concentration in North America
with growing presence in Europe and Asia, and increase the
contribution of essential sales to KDC's revenue base. Financial
leverage will improve through a combination of debt repayment and
earnings growth. KDC/ONE's operating earnings will grow due to the
company's cost reduction and efficiency initiatives that were
instituted following the acquisitions and in part as a response to
the impact of the coronavirus. Cost reduction initiatives will
largely include a reduced manufacturing footprint. Earnings will
also be favorably affected by new customer wins and increasing
demand from existing customers for products related to personal
hygiene and essential product lines, such as sanitizers, soaps and
air freshener.

The stable outlook recognizes that KDC/ONE's good liquidity will
provide the company flexibility to integrate the HCT and Zobele
acquisitions, and that demand for the company's products will
remain stable. KDC/ONE has indicated to the rating agency that it
is unlikely to complete additional acquisitions for the foreseeable
future, and will instead focus on improving organic growth,
integrating the acquisitions and reducing leverage.

Moody's took the following rating actions on Knowlton Development
Corporation, Inc. (with KDC US Holdings, Inc. as co-borrower on the
bank facilities)

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default at B2-PD

Senior secured revolving credit facility expiring 2023 at B2
(LGD3)

Senior secured first lien term loan due 2025 at B2 (LGD3)

Ratings assigned:

Senior secured first lien term loan due 2025 at B2 (LGD3)

The rating outlook is stable.

RATINGS RATIONALE

The B2 CFR reflects KDC/ONE's growing presence as a value-added
contract manufacturer and partner largely to the North American
beauty & personal care and home/industrial care industries. The
credit profile also reflects KDC/ONE's solid innovation
capabilities, long standing customer relationships, and the
beneficial effect of raw material pass-through arrangements given
the volatility of input costs such as essential oils, alcohols and
specialty chemicals. KDC is experiencing strong demand for its
expanded offering of essential products including foaming soaps and
hand sanitizers. The ratings also reflect moderately high financial
leverage of about 6.4x debt-to-EBITDA (pro forma for the HCT and
Zobele acquisitions), some degree of customer concentration,
revenue and earnings volatility because of shifts in customer
volume and product development as well as fragmented competition,
and the risks associated with a relatively aggressive acquisition
appetite. Moody's expects financial policies to be aggressive under
private equity ownership including debt-funded acquisitions that
will periodically increase leverage. The company has grown through
multiple acquisitions and has not yet fully integrated disparate
businesses, including from a systems perspective. The revenue base
is expanding rapidly through acquisitions including a roughly
tripling of revenue since fiscal 2017. This could create
integration challenges including should the company choose to
integrate systems in the future. Margins are thin on a reported
basis but would be higher if the amount of costs that are passed
through to customers were to be backed out of revenues.

Demand for prestige beauty products are being negatively impacted
by governmental recommendations for social distancing that
contributed to department and specialty retail store closures.
Reduced demand for prestige color cosmetics is weakening earnings
in 2020. However, Moody's expects demand for the company's other
prestige products, some of which include skin care, hair care and
bath and body care, to remain more resilient during the recession.
Revenue will improve as department stores and specialty stores
steadily reopen both in the US and internationally with earnings
increase more fully in 2021 assuming an economic recovery.
Acquisitions have steadily increased the contribution of sales of
essential products, which now account for the majority of KDC's
revenues.

Moody's expects the company to maintain good liquidity, generate
positive free cash flow of about $25-$50 million over the next 12
months and maintain at least $50-$60 million of unrestricted cash
on its balance sheet. The company has mandatory debt payments of
approximately $14.4 million per year and has access to roughly
$45-$50 million available under its $125 million revolving credit
facility expiring in 2023. Moody's expects the company to continue
to repay the revolver over time.

In terms of Environmental, Social and Governance considerations,
the most important factor for KDC/ONE ratings are governance
considerations related to its financial policies. Moody's views
KDC/ONE's financial policies as aggressive given its appetite for
debt financed acquisitions. Event risk is elevated given the
expectations that financial policies will remain aggressive under
its private equity ownership as well as the company's track record
of growing by acquisitions. Social considerations impact KDC/ONE in
that a significant percentage of the company's customers are beauty
companies. Thus, a change in social customs and mores could have an
impact -- positive or negative -- on the company's sales and
earnings. The company has a broad suite of contact manufacturing
capabilities to adjust its services if shifting consumer
preferences alter customer product mix.

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
products sector has been one of the sectors affected by the shock
given its sensitivity to consumer demand and sentiment. More
specifically, the weaknesses in KDC/ONE's credit profile, including
its exposure to multiple affected countries have left 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. KDC/ONE's ratings
reflect the breadth and severity of the shock, and the broad
deterioration in credit quality it has triggered.

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

The rating could be downgraded in the case of operational
difficulties including weakness in revenue or margins that prevents
the company from reducing leverage and generating comfortably
positive free cash flow. A deterioration in liquidity, debt funded
shareholder distributions, if the company undertakes new leveraging
acquisitions before it has reduced leverage, or debt/EBITDA
sustained over 6x could also lead to a downgrade.

The ratings could be upgraded as the company gains greater scale
and diversification, generates consistent positive organic revenue
growth with a stable to higher margin and solid free cash flow,
adopts and demonstrates a track record of more conservative
financial policies, and if it maintains debt/EBITDA of 4x or
under.

Knowlton Development Corporation, Inc. is a value-added contract
manufacturer to the beauty, personal care and home/industrial care
companies largely in North America, with growing presence in Europe
and Asia. The company is majority owned by Cornell Capital since
2018 and will generate roughly $1.4 billion in pro-forma annual
revenue.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.


LEE'S FOODSERVICE: Exclusive Filing Period Extended Until Aug. 31
-----------------------------------------------------------------
Judge LaShonda Hunt of the U.S. Bankruptcy Court for the Northern
District of Illinois extended to Aug. 31 the period during which
Lee's Foodservice Parts & Repairs, Inc. has the exclusive right to
file a plan of reorganization. The company will continue to have
the exclusive right to solicit acceptances for the plan until Oct.
30.

Lee's Foodservice sought the extension to allow the restructuring
process to continue unhindered by competing plans.  The company has
been engaged in regular discussions with its secured lender in an
effort to build consensus about the company's operations and
restructuring.  Towards that end, the company has been working with
the secured lender's counsel to formulate the terms of a viable
Chapter 11 plan.  Despite the progress made so far in the case,
more work remains to be done.

                     About Lee's Foodservice

Founded in 1998, Lee's Foodservice Parts & Repairs, Inc. provides
commercial foodservice and commercial kitchen repair, installation,
and maintenance in the Chicago, Milwaukee, and Northwest Indiana
areas.  For more information, visit
https://www.leesfoodservice.com/

Lee's Foodservice sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-03086) on Feb. 3,
2020.  It previously sought bankruptcy protection on March 11, 2013
(N.D. Ill. Case No. 13-09454).  In the petition signed by Brian
Anderson, president, Debtor was estimated to have $1 million to $10
million in assets and $1 million to $10 million in liabilities.
Judge Lashonda A. Hunt oversees the case.  Debtor tapped Angela M.
Snell, Esq., at FactorLaw, as its legal counsel.


LEV INVESTMENTS: Hires Levene Neale as Bankruptcy Counsel
---------------------------------------------------------
Lev Investments, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Levene Neale
Bender Yoo & Brill, L.L.P., as bankruptcy counsel to the Debtor.

Lev Investments requires Levene Neale to:

   a. advise the Debtor with regard to the requirements of the
      Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
      Office of the United States Trustee as they pertain to
      the Debtor;

   b. advise the Debtor with regard to certain rights and
      remedies of its bankruptcy estate and the rights, claims
      and interests of creditors;

   c. represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court involving its estate unless the Debtor is
      represented in such proceeding or hearing by other special
      counsel;

   d. conduct examinations of witnesses, claimants or adverse
      parties and represent the Debtor in any adversary
      proceeding except to the extent that any such adversary
      proceeding is in an area outside of Levene Neale's
      expertise or which is beyond Levene Neale's staffing
      capabilities;

   e. prepare and assist the Debtor in the preparation of
      reports, applications, pleadings and orders including, but
      not limited to, applications to employ professionals,
      interim statements and operating reports, initial filing
      requirements, schedules and statement of financial affairs,
      lease pleadings, cash collateral pleadings, financing
      pleadings, and pleadings with respect to the Debtor's use,
      sale or lease of property outside the ordinary course of
      business;

   f. represent the Debtor with regard to obtaining use of debtor
      in possession financing and/or cash collateral including,
      but not limited to, negotiating and seeking Bankruptcy
      Court approval of any debtor in possession financing and/or
      cash collateral pleading or stipulation and preparing any
      pleadings relating to obtaining use of debtor in possession
      financing and/or cash collateral;

   g. assist the Debtor in any asset sale process;

   h. assist the Debtor in the negotiation, formulation,
      preparation and confirmation of a plan of reorganization
      and the preparation and approval of a disclosure statement
      in respect of the plan; and

   i. perform any other services which may be appropriate in
      Levene Neale's representation of the Debtor during its
      bankruptcy case.

Levene Neale will be paid at these hourly rates:

     Attorneys                 $495 to $635
     Paralegals                    $250

During the one-year period prior to the Petition Date, the Debtor
paid the total sum of $50,000 to Levene Neale.

Levene Neale will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Juliet Y. Oh, partner of Levene Neale Bender Yoo & Brill L.L.P.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Levene Neale can be reached at:

     Juliet Y. Oh, Esq.
     LEVENE NEALE BENDER YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244

                     About Lev Investments

Lev Investments, LLC owns a single family residence located at
13854 Albers Street, Sherman Oaks, CA 91401, having a current value
of $3.30 million.

Lev Investments, LLC, based in Beverly Hills, CA, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 20-11006) on June 1, 2020.
In its petition, the Debtor disclosed $5,919,550 in assets and
$4,144,535 in liabilities.  The petition was signed by Dmitri
Lioudkovski, manager.

The Hon. Victoria S. Kaufman oversees the case.

Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy
counsel.


LUCID ENERGY: Moody's Alters Outlook on B3 CFR to Negative
----------------------------------------------------------
Moody's Investors Service affirmed Lucid Energy Group II Borrower,
LLC's Corporate Family Rating at B3 and Probability of Default
Rating at B3-PD. Concurrently, Moody's affirmed the B3 ratings of
the senior secured Term Loan B due 2025. The outlook was changed to
negative from stable.

"The change in Lucid's outlook to negative reflects increased
credit risks because of the additional borrowing," said Jonathan
Teitel. "These risks are compounded by its expectation for the pace
of volume ramp to keep leverage elevated through 2020 and a high
level of uncertainty about the pace of recovery going into 2021."

Affirmations:

Issuer: Lucid Energy Group II Borrower, LLC

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Term Loan, Affirmed B3 (LGD4)

Outlook Actions:

Issuer: Lucid Energy Group II Borrower, LLC

Outlook, Changed to Negative from Stable

RATINGS RATIONALE

In June 2020, Lucid issued an incremental $80 million Term Loan C
due 2023 (unrated) which will be used in part to finance the
completion of the Red Hills V processing plant. This loan has a
high cost of capital with an interest rate of 9.5%.

Lucid's B3 CFR reflects high leverage as well as volume risks in
the weak commodity price environment amid reduced upstream capital
spending. Moody's expects that Lucid will grow its EBITDA as
volumes ramp up, but at a slower than earlier expected pace. This
would result in leverage improving but staying higher for longer
which raises risks in the context of a leveraged balance sheet and
uncertainties looking into 2021. The company's large system for
natural gas gathering and processing, presence primarily in the
Northern Delaware Basin, acreage dedications, and strong (but
concentrated) customer base provide support. The contracts are
predominantly long-term fixed fee in nature leaving Lucid limited
direct commodity price risk, although the sizable portion of
volumes that are not underpinned by minimum volume commitments
leaves exposure to volume risks.

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 exploration
and production sector has been one of the sectors most affected by
the shock given its sensitivity to demand and oil prices, and this
in turn has affected some midstream companies who move E&P
production volumes. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. The change in the
outlook to negative reflects the risk to Lucid's credit quality of
the breadth and severity of the commodity demand shock to its
operations and cash flow.

Moody's expects Lucid will maintain adequate liquidity through
mid-2021 based on the capital it has raised. As of March 31, 2020,
the company had $80 million drawn on its $100 million revolver
expiring in 2023, leaving limited availability. As of the same date
(prior to the $80 million Term Loan C), it had $6 million of
unrestricted cash (and $5 million of restricted cash). The revolver
and term loans have minimum debt service coverage ratio covenants
of 1.1x. The revolver also has a maximum super senior leverage
ratio of 1.25x.

The Term Loan B due 2025 is rated B3. The Term Loan C is due 2023
(unrated). The Term Loan B is senior secured with respect to
collateral other than that which secures the Term Loan C.
Specifically, the collateral securing the Term Loan C includes the
Red Hills IV and under-construction Red Hills V plants as well as
particular pipeline assets near these plants. The revolver expiring
in 2023 (unrated) has a super priority preference over the Term
Loan B with respect to the collateral that secures these loans.
Because of the small size of the revolver and the Term Loan C, the
Term Loan B comprises the preponderance of debt and is therefore
not notched from the CFR.

The negative outlook reflects Moody's expectation for leverage to
remain elevated through 2020 and risks that the pace of volume ramp
may not support sufficient deleveraging into 2021.

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

Factors that could lead to a downgrade include EBITDA/interest
below 3x; Moody's expectation that debt/EBITDA will not approach 6x
by the end of 2021; or weakening liquidity.

Factors that could lead to an upgrade include significant increase
in volumes and EBITDA and reduced leverage while maintaining
adequate liquidity.

The principal methodology used in these ratings was Midstream
Energy published in December 2018.

Lucid, headquartered in Dallas, Texas, is a privately-owned natural
gas gathering and processing midstream company in the Northern
Delaware Basin. The company is owned by affiliates of Riverstone
Holdings and Goldman Sachs Merchant Banking Division.


MAGNOLIA OIL: Fitch Affirms and Withdraws 'B' Issuer Default Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings
of Magnolia Oil & Gas Corp. and Magnolia Oil & Gas Operating LLC at
'B', the company's 1st lien senior secured revolver at 'BB'/'RR1',
and its senior unsecured notes at 'BB-'/'RR2'. The Rating Outlook
is Stable.

Fitch has chosen to withdraw Magnolia's ratings for commercial
reasons.

Magnolia's ratings reflect its strong asset base, anchored by its
position in the core of the Eagle Ford liquids window in Karnes
County; high exposure to liquids (72% of production); low
break-evens; favorable pricing differentials; and conservative
financial policy. Ratings concerns include the impact of sharply
lower oil & gas prices on the company's activity level and
production outlook; MGY's smaller size and single basin exposure;
limited acreage position in the Karnes field; and lack of hedging.
There is also still-considerable execution risk surrounding the
Giddings Field given its limited history; however, the company
continues to make progress in de-risking portions of the field
through its drilling program.

The ratings were withdrawn with the following reason: For
Commercial Purposes.

KEY RATING DRIVERS

Collapse in Prices Lowers Growth: Hydrocarbon prices remain under
heavy near-term pressure, particularly oil, due to the
coronavirus-led contraction in global growth. MGY saw reasonable
yoy production growth in 1Q20 (68,360 boepd 1Q20 versus 62,413
boepd 1Q19), but we expect production will decline to the degree
prices remain stressed. MGY's lack of hedging and philosophy of
maximizing the profitability of barrels produced are expected to
result in a sharp pullback in capex for the remainder of the year.
In response to low prices, the company has already shifted part of
its drilling program from Karnes into Giddings.

Robust Asset Profile: MGY has a small but robust asset profile in
the Eagle Ford (primarily Karnes County) and the Austin Chalk
(Giddings Field). The bulk of MGY's proved reserves and value are
in Karnes, which is in the core of the Eagle Ford liquids window.
In 1Q20, Karnes production was 44,500 boepd (65% of total output).
Karnes was also 67% of the company's proved reserves. Giddings is
an emerging horizontal shale play that comprised 35% of 1Q20 output
(23,900 boepd). Giddings has a larger acreage footprint (~430,000
net acres) but higher variability in results. In 1Q20, Giddings
wells averaged 32% oil, 61% liquids. Both Karnes and Giddings are
predominantly held by production (>95%) and have adequate
takeaway capacity. About two-thirds of Karnes is operated, while
90+% of Giddings is operated.

Conservative Capital Structure: By design, MGY has a conservative
capital structure, including a secured $1.0 billion revolver
(borrowing base of $550 million as of YE19, reduced to $450 million
in April), and $400 million in 6.00% senior unsecured 2026 notes.
The revolver draw at 1Q20 was zero. Under our base case, Fitch
expects the company will continue to see low leverage. We also
anticipate MGY will continue to be acquisitive but will not lever
up on a permanent basis to fund its deals.

Smaller Size and Limited Diversification: MGY is essentially a
small, pure play E&P in the Eagle Ford/Austin Chalk, which
increases its exposure to regional regulatory or operational risk.
The company has a modest inventory of drilling locations and will
likely need to supplement locations, particularly in Karnes.
Efforts to expand Karnes through bolt-on acquisitions were
successful in 2019, with MGY increasing net acreage by about 30%
(from 16,841 in 2018 to 22,088). MGY has smaller proved reserves
than peers, based on its decision to use a single-year development
plan versus the standard five-year plan. While an unusual choice,
Fitch believes MGY's lower reported reserves constitute optics more
than anything else.

Giddings Execution Risk: Giddings has notable execution risk given
that only a limited number of horizontal wells have been drilled.
The company's strategy to date has been to use seismic data to
selectively de-risk parts of the play. Well results to date have
been promising but are still limited in number. Under the current
low-priced environment, management elected to shift part of its
2020 drilling program into Giddings to take advantage of Giddings'
slower production ramp up and preserve some of the better Karnes
opportunities for a higher-priced environment.

No Hedging: In contrast to most of its single 'B' rated peers, MGY
does not hedge commodity prices, which can be a disadvantage in a
very low-priced environment. Management believes the combination of
low break-evens, low financial leverage and strong FCF mitigate the
need to hedge by creating additional financial flexibility
elsewhere in the business model. MGY's credit facility lending
group does not require the company to hedge.

DERIVATION SUMMARY

MGY is well positioned versus other high-yield E&P peers. At 68,360
boepd (1Q20), its size is smaller than many peers including SM
Energy (C), Baytex (B/Negative), and MEG Energy (B/Stable) but is
larger than Lonestar Resources (CC). MGY's geographic
diversification is low given its position as a largely pure play
E&P in the Eagle Ford/Austin Chalk but consistent with the single
basin focus seen among many high yield peers. However, MGY has
limited refinancing risk, above-average exposure to liquids and
above-average price realizations for both crude and natural gas.
When matched with its relatively low break-evens and limited capex
reinvestment needs, MGY has a robust FCF profile and peer-leading
unit margins. As a policy, the company does not hedge its
production, which sets it apart from peers; however, the company's
low break-evens and conservative financial policy (target
debt/EBITDA of


MAINES PAPER: Seeks to Hire Klehr Harrison as Counsel
-----------------------------------------------------
Maines Paper & Food Service, Inc., and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Klehr Harrison Harvey Branzburg LLP, as counsel
to the Debtors.

Maines Paper requires Klehr Harrison to:

   (a) provide legal advice regarding local rules, practices,
       precedent and procedures and providing substantive and
       strategic advice on how to accomplish the Debtors' goals
       in connection with the prosecution of these cases;

   (b) appear in Court, depositions, and at any meeting with the
       Subchapter V Trustee and any meeting of creditors at any
       given time on behalf of the Debtors as their counsel;

   (c) attend meetings and negotiating with representatives of
       creditors and other parties in interest;

   (d) negotiate, draft, review, comment and prepare agreements,
       pleadings, documents and discovery materials to be filed
       with the Court as counsel to the Debtors and served on
       parties or third parties in these chapter 11 cases,
       including, among other things, sale motions and related
       agreements, chapter 11 plans and disclosure statement and
       related documents;

   (e) advise and assist the Debtors with respect to the
       reporting requirements of the Subchapter V Trustee and
       U.S. Trustee;

   (f) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors, and representing the Debtors in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the Debtors'
       estates;

   (g) perform various services in connection with the
       administration of these cases, including, without
       limitation, (i) preparing certificates of no objection,
       certifications of counsel, notices of fee applications and
       hearings, agendas, and hearing binders of documents and
       pleadings, (ii) monitoring the docket for filings and
       pending matters that need responses, (iii) preparing and
       maintaining critical dates memoranda to monitor pending
       applications, motions, hearing dates and other matters and
       the deadlines associated with the same, (iv) generally
       prepare and file on behalf of the Debtors all necessary
       motions, notices, applications, answers, orders, reports
       and papers in support of positions taken by the Debtors,
       and (v) handling inquiries and calls from creditors and
       counsel to interested parties regarding pending matters
       and the general status of these cases and any necessary
       responses; and

   (h) perform all other services assigned by the Debtors, as
       counsel to the Debtors.

Klehr Harrison will be paid at these hourly rates:

     Partners               $415 to $825
     Counsel                $355 to $480
     Associates             $275 to $445
     Paralegals             $200 to $280

The Debtors paid Klehr Harrison a retainer of $100,000 on April 9,
2020 and $100,000 on May 11, 2020. During the 90-day period before
the Petition Date, Klehr Harrison invoiced the Debtors, the Debtors
paid, and Klehr Harrison applied, the amounts for fees and expenses
in connection with preparation for and filing of these Chapter 11
Cases, leaving a balance of $187.66.

Klehr Harrison will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Domenic E. Pacitti, partner of Klehr Harrison Harvey Branzburg LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Klehr Harrison can be reached at:

     Domenic E. Pacitti, Esq.
     Michael W. Yurkewicz, Esq.
     Sally E. Veghte, Esq.
     KLEHR HARRISON HARVEY BRANZBURG LLP
     919 N. Market Street, Suite 1000
     Wilmington, DE 19801
     Tel: (302) 426-1189
     Fax: (302) 426-9193

              About Maines Paper & Food Service

About Maines Paper & Food Service, Inc. -- http://www.maines.net/
-- is an independent foodservice distributor. The Company
distributes meat, fruits, vegetables, dairies, beverages, and
seafood. The company's customers include restaurants, convenience
stores, delis, bars, pizzerias, educational institutions,
healthcare facilities, cruise lines, concessionaires, and camps.

Maines Paper & Food Service, Inc., based in Conklin, NY, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 20-11502) on June 10, 2020.

PACHULSKI STANG ZIEHL & JONES LLP, KLEHR HARRISON HARVEY BRANZBURG
LLP, as counsels. HURON CONSULTING SERVICES LLC, as restructuring
advisor. GETZLER HENRICH & ASSOCIATES LLC, as financial advisor.
STRETTO, as claims and noticing agent


In its petition, the Debtor estimated $1 million to $10 million in
assets and $100 million to $500 million in liabilities. The
petition was signed by John C. DiDonato, chief restructuring
officer.



MCSS REST: Case Summary & 16 Unsecured Creditors
------------------------------------------------
Debtor: MCSS Rest. Corp.
           d/b/a Crossbay Diner
        160-31 Cross Bay Blvd
        Howard Beach, NY 11414

Business Description: MCSS Rest. Corp. is a privately held company

                      in the restaurant business.  The Debtor
                      previously sought bankruptcy protection on
                      Jan. 15, 2019 (Bankr. E.D.N.Y. Case No. 19-
                      40251).

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 20-42342

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  MORRISON TENENBAUM, PLLC
                  87 Walker Street, Second Floor
                  New York, NY 10013
                  Tel: 212-620-0938
                  E-mail: info@m-t-law.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Siderakis, president.

A copy of the petition containing, among other items, a list of the
Debtor's 16 unsecured creditors is available for free at
PacerMonitor.com at:

                      https://is.gd/EKtqDb


MED PARENTCO: Moody's Cuts CFR to Caa1, Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded MED ParentCo., LP.'s ratings
including the corporate family rating to Caa1 from B3, probability
of default rating to Caa1-PD from B3-PD, first lien credit
facilities ratings to B3 from B2 and second lien credit facilities
rating to Caa3 from Caa2. The outlook remains negative.

The downgrades reflect Moody's expectations for a near-term cash
burn driven by coronavirus-driven temporary store closures and a
phased reopening, which will result in weak overall liquidity.
However, given the company's enterprise value, Moody's expects the
company to have options to bolster liquidity. Balance sheet cash
was at $71 million as of March 31, 2020, excluding cash from
delayed draw term loan borrowings, which can be only deployed
towards acquisitions and CapEx. The company has no remaining
availability on its $125 million revolving credit facility. While
MyEyeDr has implemented significant cost cuts and temporary payment
deferrals, and is gradually reopening its stores, liquidity will
likely weaken over the coming months as it makes previously
deferred inventory and rent payments. In addition, the company may
not be able to meet its springing first net leverage covenant in
2020.

Moody's took the following ration actions for MED ParentCo., LP.:

Corporate family rating, downgraded to Caa1 from B3

Probability of default rating, downgraded to Caa1-PD from B3-PD

Senior secured 1st lien revolving credit facility, downgraded to B3
(LGD3) from B2 (LGD3)

Senior secured 1st lien term loan, downgraded to B3 (LGD3) from B2
(LGD3)

Senior secured 1st lien delayed draw term loan, downgraded to B3
(LGD3) from B2 (LGD3)

Senior secured 2nd lien term loan, downgraded to Caa3 (LGD5) from
Caa2 (LGD5)

Outlook, remains negative

RATINGS RATIONALE

The rapid 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 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 MyEyeDr's credit profile, including its exposure
to widespread store closures have left it vulnerable to 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 MyEyeDr of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.

MyEyeDr's Caa1 CFR is constrained by expectations for weak
liquidity over the next 12 months as a result of cash burn driven
by COVID-19-related temporary store closures and a gradual recovery
in earnings given a phased reopening and capacity restrictions in
order to meet social distancing requirements. The ratings also
incorporate governance risks, specifically the company's high LBO
debt levels and its debt-financed growth strategy that is expected
to result in high leverage on an ongoing basis. Moody's
lease-adjusted debt/EBITDA is estimated at 8.9 times for the twelve
months ended March 31, 2020, including pro-forma adjustments for
acquisitions. Moody's expects steep EBITDA declines for 2020 due to
the impact of store closures, a phased reopening, initial
reductions in store productivity, and likely delays in the ramp-up
and integration of recently acquired offices. The ratings also
reflect Moody's view that while e-commerce penetration in the
optical retail sector will remain low, traditional optical
retailers will face margin and market share pressure over time from
growing online competition, which could be accelerated by the
current period of physical store closures. In addition, as a
retailer, MyEyeDr 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.

Nevertheless, the credit profile is supported by the
recession-resilient and growing demand for optometrist services and
eyewear products due to aging demographics and the growing
prevalence of myopia. Further, the company's track record of
profitable growth through its roll-up strategy partially mitigates
the execution risk associated with acquisition-driven expansion.
These factors support the company's enterprise value, which Moody's
believes can provide the company options to bolster liquidity.

The negative outlook reflects the risk of greater than anticipated
liquidity needs or slower than anticipated recovery that would
impede deleveraging or increase the probability of a transaction
that Moody's could view as a distressed exchange.

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

The ratings could be downgraded if liquidity does not improve, or
if earnings declines are steeper than anticipated or recovery takes
longer. The ratings could also be downgraded if in order to meet
its liquidity needs, the company amends its capital structure in a
manner that could be deemed a distressed exchange, such as
amendments to waive, delay or pay in kind any interest payments.
The ratings could also be downgraded if the company increases its
debt levels, including by adding junior capital, before reaching
pre-coronavirus levels of profitability.

The ratings could be upgraded if the company substantially improves
its liquidity and returns to pre-coronavirus levels of
profitability and leverage. Quantitatively, the ratings could be
upgraded if EBITA/interest expense is maintained above 1 time.

MED ParentCo., LP. provides management services to MyEyeDr. O.D.
optometrists and their practices. MyEyeDr practices offer vision
care services, prescription eyeglasses and sunglasses, and contact
lenses. As of March 31, 2020, the company operated 608 offices and
generated approximately $815 million of trailing twelve months
revenue. MyEyeDr has been controlled by affiliates of Goldman Sachs
Merchant Banking Division since August 2019.

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


METAL PARTNERS: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                        Case No.
     ------                                        --------
     Metal Partners Rebar, LLC                     20-12878
       DBA Metal Partners International
       DBA MPI
       DBA FGH Rebar
     302 Knights Run Ave., #1104
     Tampa, FL 33602

     BGD LV Holding, LLC                           20-12876
       DBA Metal Partners International
     3101 E. Craig Rd.
     North Las Vegas, NV 89030

     BRG Holding, LLC                              20-12879
       FDBA Trinity Rebar
       DBA Reinforcing Steel Installer
       DBA Rebar Setters LLC
     7321 SE Cannonball Rd.
     Holt, MO 64048

     BCG Ownco, LLC                                20-12880
     1800 White Lane
     Bakersfield, CA 93306

Business Description: The Debtors are rebar fabricators and
                      distributors, offering steel and epoxy
                      coated rebar, wire mesh, and dowel bars with
                      custom fabrication and value-added services.

Chapter 11 Petition Date: June 16, 2020

Court: United States Bankruptcy Court
       District of Nevada

Judge: Hon. Mike K. Nakagawa

Debtors' Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  850 E. Bonneville Ave.
                  Las Vegas, NV 89101
                  Tel: 702-382-1170
                  Email: mzirzow@lzlawnv.com

Debtors'
Financial
Advisor:          HIGH RIDGE PARTNERS, LLC

Debtors'
Investment
Banker:           SSG ADVISORS, LLC

Metal Partners Rebar's
Estimated Assets: $10 million to $50 million

Metal Partners Rebar's
Estimated Liabilities: $50 million to $100 million

BGD LV Holding's
Estimated Assets: $0 to $50,000

BGD LV Holding's
Estimated Liabilities: $0 to $50,000

BRG Holding's
Estimated Assets: $1 million to $10 million

BRG Holding's
Estimated Liabilities: $10 million to $50 million

BCG Ownco's
Estimated Assets: $1 million to $10 million

BCG Ownco's
Estimated Liabilities: $10 million to $50 million

The petitions were signed by Joseph Tedesco, chief financial
officer.

Copies of the petitions are available for free at PacerMonitor.com
at:

                         https://is.gd/3hNELT
                         https://is.gd/gG0QKw
                         https://is.gd/A64Dsh
                         https://is.gd/AScMxE

A. List of Metal Partners' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Gerdau                              Vendor           $4,976,767
Attn: Bankruptcy/Managing Agent
1 North Crossman Road
Sayreville, NJ 08872
Tom Sondgeroth
Tel: 469-426-2919
Email: thomas.sondgeroth@gerdau.com

2. Commercial Metals Company           Vendor           $4,623,675
Attn: Bankruptcy/Managing Agent
6565 N. Macarthur Blvd.
Ste. 800
Irving, TX 75039
Suzy Rhodes
Tel: 214-689-5887
Email: suzy.rhodes@cmc.com

3. Consolidated Construction           Vendor           $2,338,165
Products Inc.
Attn: Bankruptcy/Managing Agent
PO Box 1329
Andover, OH 44003
Ken Lance
Tel: 440-858-3222
Email: klance@ccp-inc.net

4. Steel Dynamics - Roanoke            Vendor           $1,551,973
Attn: Bankruptcy/Managing Agent
102 Westside Blvd NW
Roanoke, VA 24017
Parker Arthur
Tel: 800-753-3532
Email: parker.arthur@steel
dynamics.com

5. Bayou Steel Group                   Vendor           $1,460,870
Attn: Bankruptcy/Managing Agent
PO Box 843767
Dallas, TX 75284
John Scott Bender
Tel: 985-652-0316
Email: johnscott.bender@bayousteel.com

6. Stamford Metal Group                Vendor           $1,377,858
Attn: Bankruptcy/Managing Agent
8 Wright St.
Westport, CT 06880
Derin Talinli
Tel: 203-504-2226
Email: derin@stamfordmetalgroup.com

7. Voest Alpine                        Vendor             $911,435
Intertrading AG
Attn: Bankruptcy/
Managing Agent
PO Box 4960 Msc #225
Houston, TX 77210
Aimme Tubbs
Tel: 713-203-6226
Email: aimee.tubbs@vaitus.com

8. Steel Dynamics -                    Vendor             $757,958
Columbia City
Attn: Bankruptcy/
Managing Agent
2601 S. 700 E
Columbia City, IN 46725
Nick Jenks
Email: nick.jenks@steeldynamics.com

9. Ferriere Nord Spa                   Vendor             $731,481
Via delle Ferriere
Zona Industriale Rivoli
Ossopo UD Italy
33010
Tel: +39 0432 062811
Email: pittingroup@pittinl.it

10. Simec USA Corporation              Vendor             $690,861
Attn: Bankruptcy/Managing Agent
1700 Cleveland Ave., Suite B
National City, CA 91950
David James
Email: dogames@gruposimec.com.mx

11. ATA Steel Corp                     Vendor             $588,075
Attn: Bankruptcy/Managing Agent
101 Roseville Rd.
Westport, CT 06880
Derin Talinli
Tel: 203-504-2226
Email: derin@stamfordmetalgroup.com

12. Interlink- Celerity                Vendor             $410,035
Attn: Bankruptcy Dep't/
Managing Agt
58 Par-La-Ville Road
Hamilton HM11
Bermuda
Tel: 1-441-297-5000
Email: chartering@interlinkmaritime.com

13. EVRAZ Rocky                        Vendor             $381,495
Mountain Steel
Attn: Bankruptcy Dept/
Managing Agent
2100 South Freeway
Pueblo, CO 81004

14. Nucor Steel                        Vendor             $362,365
Connecticut, Inc.
Attn: Bankruptcy/
Managing Agent
PO Box 822361
Philadelphia, PA
19182-2361
Dan Fortin
Tel: 203-949-6810
Email: daniel.fortin@nucor.com

15. Wire Mesh Corp.                    Vendor             $272,882
Attn: Bankruptcy/
Managing Agent
PO Box 74780
Chicago, IL 60694
Mark Beasley
Tel: 706-412-7002
Email: markb@wmc-us.com

16. Kaptan International Ltd.          Vendor             $223,866
Attn: Bankruptcy/Managing Agent
2000 Ponce de Leon Blvd #600
Coral Gables, FL 33134
Tel: (305) 995-0127

17. Liberty Steel                      Vendor             $220,541
Georgetown, Inc.
Attn: Bankruptcy/
Managing Agent
420 S. Hazard St
Georgetown, SC 29440
Jed McCarty
Tel: 843-485-4724
Email: jed.mccarty@libertsteel.us

18. Construction Materials             Vendor             $218,850
Group
Attn: Bankruptcy/Managing Agent
2565 John Wayland Hwy.
Harrisonburg, VA 22801
Kasey Riggleman
Tel: 540-433-3000
Email: kasey.riggleman@conmatgroup.com

19. Eastern States Steel               Vendor             $213,156
Attn: Bankruptcy/Managing
Agent
PO Box 7076
Audubon, PA 19407
Mike Capinsky
Tel: 610-275-3375
Email: mikec@easternstatesteel.com

20. Steel Dynamics-Pittsboro           Vendor             $208,895
Attn: Bankruptcy/Managing Agent
8000 N County Rd., #255E
Pittsboro, IN 46167
Deb Walters
Tel: 317-892-7134
Email: deb.walters@steeldynamics.com

B. List of BGD LV Holding's 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
1. Jacob Gurke                      Possible Claim              $0
1144 Sandpiper Lane                 Against Debtor
Naperville, IL 60540

C. List of BRG Holding's 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
1. Jacob Gurke                        Employment                $0
1144 Sandpiper Lane                     Dispute
Naperville, IL 60540

2. Traxys North America LLC                                Unknown
Attn: Managing Member
299 Park Avenue
38th Floor
New York, NY 10171

D. List of BCG Ownco's 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
1. Kern County Treasurer-            Property Taxes        $24,697
Tax Collector
Attn: Bankruptcy
1115 Truxtun Ave.
Bakersfield, CA 93301


MMM HOLDINGS: Moody's Rates $20MM Incremental Debt 'B1'
-------------------------------------------------------
Moody's Investors Service has assigned a B1 to MMM Holdings, LLC
$20 million incremental debt issuance, which occurred in March
2020. This borrowing contributed to the acquisition of a provider
business in Central Florida in June, and the buyout of some
minority interests. In December 2019, Summit Partners acquired MMM
for $1.47 billion, financed with $919 million in equity, a $550
million 7-year senior, secured term loan and an $80 million 5-year
senior, secured revolving credit facility. The outlook on MMM and
its entities remains stable.

RATINGS RATIONALE

This borrowing had a modest impact on MMM's leverage and financial
flexibility. As of March 31, debt-to-capital with Moody's
adjustments increased to 39% from 38% at year-end 2019, which
remains solid. Additionally, with the acquisition of Trinity
Medical Group, MMM adds further earnings diversification and non-
cash flows from a non-regulated provider business.

The ratings on MMM and its operating subsidiary reflect MMM
Healthcare, LLC's solid profitability, leading market share in the
Puerto Rico Medicare Advantage market, and solid MA membership
growth of 25% since 2017. This growth came amidst favorable
reimbursement rate trends after six years (2011 – 2017) of severe
MA reimbursement rate cuts (21%) pursuant to the Affordable Care
Act. Another credit positive is MMM's vertical integration,
including ownership of an independent physician's network, a
medical service organization and chronic care clinics. These
capabilities support MMM's leading medical loss ratio in Puerto
Rico. Leverage is moderate for the rating level, as measured by
both adjusted debt-to-capital and debt-to-EBITDA.

Credit challenges include MMM's small scale, geographic
concentration in Puerto Rico and low RBC capital ratio; i.e. it is
among the lowest of Moody's rated peers. In addition, the
significant goodwill and intangible assets from the acquisition by
Summit Partners in December adversely impacts the quality of
capital. With an average membership of 515 thousand members as of
March 31, 2020, MMM is also the smallest health insurer in Moody's
rated universe.

The coronavirus pandemic and related economic disruption have not
had a material impact on MMM's operations and results through March
31, 2020. Given the current trajectory of the virus, Moody's
expects that benefit from the deferral of non-essential procedures
through the second quarter will more than offset the coronavirus
costs. Still, a great deal of uncertainty remains regarding the
ultimate, depending on the severity and duration of the pandemic.

The stable outlook reflects the positive MA reimbursement
environment and solid claims and expense controls which Moody's
believes will continue, along with favorable MA demographic trends
on Puerto Rico as well as south Florida, where MMM has started up a
new MA plan.

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

Moody's could upgrade MMM (and its operating subsidiary) if the
company meets the following drivers: 1) RBC ratio at or above 150%
of company action level; 2) MA membership growth continues in
general and the Florida plan achieves 15-20% or more of total MA
members; 3) Meaningful percentage of earnings is from outside
Puerto Rico on a sustained basis while sustaining current
profitability metrics.

Conversely, Moody's could downgrade MMM (and its operating
subsidiary) under the following conditions: 1) RBC ratio below 115%
of CAL; 2) MA membership drops 10% or more from current levels,
and; 3) debt-to-EBITDA exceeds 3.0x on a sustained basis.

Rating actions:

Issuer: MMM Holdings, LLC:

Backed senior secured term loan due 2026: Assigned at B1

The outlook on MMM Holdings, LLC is stable.

ICH US Intermediate Holdings II, Inc. and ICH Flow-Through LLC are
co-borrowers on the term loans and revolving credit facility.

The principal methodology used in these ratings was US Health
Insurance Companies Methodology published in November 2019.

InnovaCare Health, LP, the ultimate parent company of MMM Holdings,
is a privately-owned company incorporated in Puerto Rico and
headquartered in White Plains, NY.


MURRAY METALLURGICAL: Seeks to Extend Exclusivity Period to Oct. 8
------------------------------------------------------------------
Murray Metallurgical Coal Holdings, LLC asked the U.S. Bankruptcy
Court for the Southern District of Ohio to extend the periods
during which only the company and its affiliates can file and
solicit acceptances for their Chapter 11 plan to Oct. 8 and Dec. 7,
respectively.

The companies filed for Chapter 11 protection after executing a
restructuring support agreement that provides for the terms of a
comprehensive disposition of their assets, liabilities, and
operations.

Since the petition date, the companies have engaged with their
pre-bankruptcy lenders, the unsecured creditors' committee and
other parties in an effort to reach consensus on the terms by which
the companies' Chapter 11 cases will be concluded.  Over this time,
the companies have filed their Chapter 11 plan and disclosure
statement, secured approval of their bankruptcy loan to fund their
ongoing operations in Chapter 11, and secured approval of the
bidding procedures governing the sale of Maple Eagle and Oak Grove.


While the companies have efficiently utilized their time in Chapter
11 thus far, work remains to be done to complete the sale of Oak
Grove and to successfully confirm the plan. The companies' plan
supplement must be filed by June 23 and the confirmation hearing is
scheduled for July 8.  

                  About Murray Metallurgical Coal

Murray Metallurgical Coal Holdings and its subsidiaries are engaged
in the mining and production of metallurgical coal.  Unlike thermal
coal, which is primarily used by the electric utility industry to
generate electricity, metallurgical coal is used to produce cok,
which is an integral component of steel production. Murray Met
primarily owns and operates two active coal mining complexes and
other assets in Alabama and West Virginia.

On Feb. 11, 2020, Murray Metallurgical Coal Holdings, LLC and five
affiliates each filed a voluntary Chapter 11 petition (Bankr. S.D.
Ohio Lead Case No. 20-10390).  Murray Metallurgical was estimated
to have $100 million to $500 million in assets and liabilities as
of the bankruptcy filing.
  
Judge John E. Hoffman, Jr., oversees the cases.

Debtors tapped Proskauer Rose LLP as legal counsel; Evercore Group
LLC as investment banker; and Alvarez & Marsal LLC as financial
advisor.  Prime Clerk LLC, is the claims agent.

The U.S. Trustee for Regions 3 and 9 appointed a committee of
unsecured
creditors on Feb. 25, 2020.  The committee tapped Lowenstein
Sandler LLP as lead counsel; Wickens Herzer Panza as co-counsel
with Lowenstein; and Berkeley Research Group, LLC as financial
advisor.


MYOMO INC: All Three Proposals Passed at Annual Meeting
-------------------------------------------------------
Myomo, Inc., held its Annual Meeting of Stockholders on June 9,
2020, at which the stockholders:

  (i) elected Thomas F. Kirk and Paul R. Gudonis as Class III
      directors to serve for a three-year term expiring at the
      Company's annual meeting of stockholders in 2023 and until
      his successor has been elected and qualified;

(ii) ratified the appointment of Marcum US LLP as the Company's
      independent registered public accounting firm for the
      fiscal year ending Dec. 31, 2020; and

(iii) approved the adoption of Amendment No. 1 to the Myomo,
      Inc. 2018 Stock Option and Incentive Plan.

                        About Myomo

Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company that
offers expanded mobility for those suffering from neurological
disorders and upper limb paralysis.  Myomo develops and markets the
MyoPro product line.  MyoPro is a powered upper limb orthosis
designed to support the arm and restore function to the weakened or
paralyzed arms of patients suffering from CVA stroke, brachial
plexus injury, traumatic brain or spinal cord injury, ALS or other
neuromuscular disease or injury.

Myomo reported a net loss of $10.71 million for the year ended Dec.
31, 2019, compared to a net loss of $10.32 million for the year
ended Dec. 31, 2018.  As of Dec. 31, 2019, the Company had $6.60
million in total assets, $4.77 million in total liabilities, and
$1.82 million in total stockholders' equity.

Myomo stated in its 2019 Annual Report that, "We have a history of
losses since inception.  For the years ended December 31, 2019 and
2018, we incurred net losses of approximately $10.7 million and
$10.3 million, respectively.  At December 31, 2019, we had an
accumulated deficit of approximately $56.1 million.  We expect to
continue to incur operating and net losses for the foreseeable
future as we expand our sales and marketing efforts, invest in
product development and establish the necessary administrative
functions to support our growing operations and being a public
company.  Our losses in future periods may be greater than the
losses we would incur if we developed our business more slowly.  In
addition, we may find that these efforts are more expensive than we
currently anticipate or that these efforts may not result in
increases in our revenues, which would further increase our losses.
Our cash and cash equivalents balance at December 31, 2019 was
approximately $4.5 million, which includes gross proceeds of
approximately $3.0 million from a term loan ("Term Loan") from
Chicago Venture Partners ("CVP") entered into in October 2019, but
excludes net proceeds from a public offering of our common stock
completed in February 2020 of approximately $13.7 million,
Subsequent to the closing of our public equity offering, we repaid
approximately $2.0 million to CVP, comprising 50% of the
outstanding balance of the Term Loan and a prepayment fee.  There
can be no assurance that our existing cash plus the cash raised in
the offering will be sufficient to achieve cash flow breakeven."


OLDE LIBRARY: Exclusivity Period Extended to Sept. 20
-----------------------------------------------------
Judge Gregory Taddonio of the U.S. Bankruptcy Court for the Western
District of Pennsylvania extended the exclusivity period for Olde
Library Office Complex Partnership to file a Chapter 11 plan and
solicit acceptances for the plan to Sept. 20 and Nov. 19,
respectively.

The extension will allow Olde Library Office to continue to focus
its efforts on the sale of its real property located at 106 E.
North St., New Castle, Pa.  Its broker received a serious inquiry
regarding the property from a potential buyer and the company
expects to receive offers shortly.

                    About Olde Library Office
                        Complex Partnership

Olde Library Office Complex Partnership sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
19-23767) on Sept. 26, 2019.  At the time of the filing, Debtor was
estimated to have assets of between $100,001 and $500,000 and
liabilities of the same range.  Judge Gregory L. Taddonio oversees
the case.  

Debtor is represented by Keila Estevez, Esq., at Bernstein-Burkley,
PC.  

No official committee of unsecured creditors has been appointed in
Debtor's case.


OMEROS CORP: Shareholders Pass All Proposals at Annual Meeting
--------------------------------------------------------------
Omeros Corporation held its 2020 Annual Meeting of Shareholders on
June 5, 2020, at which the shareholders:

   (a) elected Thomas J. Cable, Peter A. Demopulos, M.D., and
       Kurt Zumwalt as directors;

   (b) approved an advisory resolution regarding the compensation
       of Omeros' named executive officers; and

   (c) ratified the appointment of Ernst & Young LLP as Omeros'
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2019.
  
Mr. Thomas J. Cable, Dr. Peter Demopulos, and Mr. Kurt Zumwalt will
serve until the 2023 Annual Meeting of Shareholders, or, in each
case, until his successor is duly elected and qualified, or until
his earlier death, resignation or removal.

                     About Omeros Corporation

Headquartered in Seattle, Washington, Omeros Corporation --
http://www.omeros.com/-- is an innovative biopharmaceutical
company committed to discovering, developing and commercializing
small-molecule and protein therapeutics for large-market as well as
orphan indications targeting complement-mediated diseases,
disorders of the central nervous system and immune-related
diseases, including cancers.  In addition to its commercial product
OMIDRIA (phenylephrine and ketorolac intraocular solution) 1%/0.3%,
Omeros has multiple Phase 3 and Phase 2 clinical-stage development
programs focused on complement-mediated disorders and substance
abuse, as well as a diverse group of preclinical programs including
GPR174, a novel target in immuno-oncology that modulates a new
cancer immunity axis recently discovered by Omeros.  Small-molecule
inhibitors of GPR174 are part of Omeros' proprietary G
protein-coupled receptor (GPCR) platform through which it controls
54 new GPCR drug targets and their corresponding compounds.  The
company also exclusively possesses a novel antibody-generating
platform.

Omeros reported a net loss of $84.48 million for the year ended
Dec. 31, 2019, a net loss of $126.76 million in 2018, and a net
loss of $53.48 million in 2017.  As of March 31, 2020, the Company
had $118.21 million in total assets, $57.94 million in total
current liabilities, $31.39 million in lease liabilities, $160.75
million in unsecured covertible senior notes, and a total
shareholders' deficit of $131.86 million.

Ernst & Young LLP, in Seattle, Washington, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 2, 2020, citing that the Company has suffered losses
from operations and has stated that substantial doubt exists about
the Company's ability to continue as a going concern.


ONEWEB GLOBAL: Creditors' Committee Members Disclose Claims
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Paul Hastings LLP submitted a verified that it is
representing the Official Committee of Unsecured Creditors in the
Chapter 11 cases of OneWeb Global Limited, et al.

On April 16, 2020, the Office of the United States Trustee for the
Southern District of New York filed its Notice of Appointment of
Official Committee of Unsecured Creditors [Docket No. 67].

As of June 12, 2020, the Committee members and their disclosable
economic interests are:

Arianespace S.A.S.
Boulevard de L'Europe Evry
Evry Courcouronnes, France

* Prepetition claims in the amount of approximately $237,596,533
  arising under that certain Third Amended & Restated Launch
  Services Agreement, dated 18 March 2019, by and between Network
  Access Associates Limited and Arianespace, for the "Launching
  into Orbit of the Constellation of the OneWeb Satellites by
  Soyuz Launch Vehicles."

  Prepetition claims in the amount of approximately $24,779,101
  arising under that certain Fourth Amended & Restated Dispenser
  Supply Agreement - Additional Clauses To The Launch Services
  Agreement For The Launching Into Orbit Of The Constellation Of
  The Oneweb Satellites By Soyuz Launch Vehicles, dated 16 July
  2019, by and between Network Access Associates Limited and
  Arianespace, for the development, design and qualification,
  procurement and supply of Twenty-One (21) Dispensers Supply
  Services.

  Prepetition claims in the amount of approximately $8,400,000
  arising under that certain Amended & Restated Launch Services
  Agreement, dated 18 March 2019, by and between Network Access
  Associates Limited and Arianespace, for the "Launching into
  Orbit of the Constellation of the OneWeb Satellites by Ariane 6
  Launch Vehicles."

  Prepetition claims in the amount of approximately $3,872,417
  arising under that certain Dispenser Supply Agreement –
  Additional Clauses To The Launch Services Agreement For The
  Launching Into Orbit Of The Constellation Of The Oneweb
  Satellites By Ariane 6 Launch Vehicles, dated 14 November 2019,
  by and between Network Access Associates Limited and
  Arianespace, for the Development, Adaptation and Qualification,
  Procurement and Supply of One (1) Dispenser Supply Service.

  Prepetition claims in the amount of approximately $1,670,000
  arising under that certain Oneweb Launcher Gregat Stage
  Qualification Activities, dated 16 January 2018, by and between
  Network Access Associates Limited and Arianespace, for the
  implementation of qualification activities in order to advise if
  the Soyuz Fregat Stage may support a launch configuration of
  thirty-four (34) or thirty-six (36) satellites per launch."

Collabera Inc.
110 Allen Road
Basking Ridge, NJ 07920

* Claim in the amount of approximately $165,427.50 arising under
  that certain Recruiting Agreement, dated August 26, 2019, by and
  between WorldVu Development LLC and Collabera, for the provision
  of professional services by way of staff augmentation.

Kongsberg Satellite Services AS
Prestvannveien 38
9011 Tromso, Norway

* Claims against the Debtors total not less than $2.4 million on
  account of various TT&C and Gateway contracts with the Debtors.
  KSAT has numerous contracts with the Debtors. Contracts between
  KSAT and the Debtors are listed in the Debtors' Notice of
  Potential Assumption and Assignment of Certain Executory
  Contracts and Unexpired Leases In Connection With Sale, dated
  May 28, 2020 [Docket No. 232]. KSAT reserves the right to assert
  that the Notice isn't complete or accurate as to the identity of
  all of the KSAT contracts and cure amounts.

Viasat Inc.
725 Breckenridge Plaza
Duluth, GA 30096

* Claim in the amount of approximately $5,620,268.75 (as of June
  10, 2020) arising under a contract, dated September 21, 2018 (as
  amended on February 26, 2019 and September 17, 2019), by and
  between Viasat Inc. and WorldVu Development LLC, and pursuant to
  which contract Viasat develops, produces, tests and delivers
  communications equipment and technology to the Debtors.

Wipro Limited
Doddakanneli, Sarjapur Road
Bangalore 560-035, India

* Claim against Network Access Associates Limited in the amount of
  approximately $5,476,259.40, and claim against WorldVu
  Development LLC in the amount of approximately $269,036.25, each
  on account of prepetition services rendered to such Debtors
  pursuant to a master services agreement and related statement(s)
  of work between each such Debtor and Wipro.

Nothing contained in this Verified Statement (or Exhibit A hereto)
should be construed as a limitation upon, or waiver of, any
Committee member's right to assert, file, or amend its claim(s) in
accordance with applicable law and any orders entered in these
cases, including any order establishing procedures for filing
proofs of claim.

Counsel to the Official Committee of Unsecured Creditors can be
reached at:

          PAUL HASTINGS LLP
          Luc A. Despins, Esq.
          Pedro A. Jimenez, Esq.
          G. Alexander Bongartz, Esq.
          Shlomo Maza, Esq.
          200 Park Avenue
          New York, NY 10166
          Telephone: (212) 318-6000
          Facsimile: (212) 319-4090

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/BtUJHe

                    About OneWeb Global Limited

Founded in 2012, OneWeb Global Limited is a global communications
company developing a low-Earth orbit satellite constellation system
and associated ground infrastructure, including terrestrial
gateways and end-user terminals, capable of delivering
communication services for use by consumers, businesses,
governmental entities, and institutions, including schools,
hospitals, and other end-users whether on the ground, in the air,
or at sea.  

OneWeb's business consists of the development of the OneWeb System,
which has included the development of small-next generation
satellites that have been mass-produced through a joint venture and
the development of specialized connections between the satellite
system and the internet and other communications networks through
the SNPs.  For more information, visit https://www.oneweb.world/

OneWeb Global Limited and its affiliates ought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-22437) on March 27, 2020.  At the time of the filing, Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.


PAINTER SANTA: Exclusive Plan Filing Period Extended to June 30
---------------------------------------------------------------
Judge Julia Brand of the U.S. Bankruptcy Court for the Central
District of California extended the exclusive periods during which
Painter Santa, LLC can file and obtain acceptances for its Chapter
11 to June 30 and Aug. 29, respectively.

The company needed to evaluate claims filed after the April 10 bar
date to determine the total amount of claims asserted against the
company and what action to take to resolve those claims, according
to court filings.

                        About Painter Santa

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

Painter Santa filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 19-24103) on Dec. 3, 2019.  In its petition,
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. Judge Julia W. Brand oversees the case.
Debtor is represented by David B. Zolkin, Esq., at Zolkin Talerico
LLP.


PARK TRANSPORTATION: Hires DiMonte & Lizak as Attorney
------------------------------------------------------
Park Transportation, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ DiMonte &
Lizak, LLC, as attorney to the Debtor.

Park Transportation requires DiMonte & Lizak to:

   a. advise the Debtor on Chapter 11 as a mechanism for
      restructuring its debt;

   b. prepare the necessary documents and lists for initializing
      a Chapter 11 case, including the bankruptcy schedules and
      statement of financial affairs;

   c. advise the Debtor of its rights and obligations as a Debtor
      and debtor-in-possession;

   d. prepare the plan of reorganization, any disclosure
      statement that may be required and negotiating terms in
      treatment under a plan with creditors and other parties in
      interest;

   e. prepare on behalf of the Debtor all motions, applications,
      reports, orders, adversary proceedings and other documents
      or papers necessary to the administration of the estate;

   f. represent the Debtor in all court proceedings and at the
      meeting of creditors; and

   g. perform all other legal services normally incident to
      Chapter 11 cases.

DiMonte & Lizak will be paid at these hourly rates:

     Attorneys              $150 to $440
     Paralegals                $150

Prior to the petition date, the Debtor paid DiMonte & Lizak a
retainer in the amount of $25,000.

DiMonte & Lizak will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Abraham Brustein, partner of DiMonte & Lizak, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

DiMonte & Lizak can be reached at:

     Abraham Brustein, Esq.
     Julia Jensen Smolka, Esq.
     DIMONTE & LIZAK, LLC
     216 West Higgins Road
     Park Ridge, IL 60068
     Tel: (847) 698-9600
     Fax: (847) 698-9623
     E-mail: abrustein@dimontelaw.com
             jsmolka@dimontelaw.com

                   About Park Transportation

Park Transportation, Inc. is a privately held company in the
general freight trucking industry.

Park Transportation, Inc., based in Bensenville, IL, filed a
Chapter 11 petition (Bankr. N.D. Ill. Case No. 20-12058) on June 7,
2020.  In its petition, the Debtor disclosed $4,736,675 in assets
and $2,382,041 in liabilities. The petition was signed by Eric
Seongwoo Seo, president.  The Hon. Lashonda A. Hunt oversees the
case. Abraham Brustein, Esq., at DiMonte & Lizak, LLC, serves as
bankruptcy counsel.




PARKLAND CORP: Fitch Affirms BB LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
Parkland Corporation at 'BB'. Additionally, Fitch has affirmed
Parkland's Senior Unsecured Rating at 'BB'/'RR4'. The Rating
Outlook is Stable.

Parkland's ratings and Stable Outlook reflect its unique business
characteristics as a fully integrated downstream petroleum company,
which features a strong retail fuel presence in Canada and the
Caribbean, and a growing presence in the U.S., as well as
supporting distribution and logistics businesses and small relative
refining operations. Fitch views the long-term cash flow stability
gained through Parkland's integrated operations as well as
diversified asset base as supportive of credit quality. The company
has grown measurably over the past few years through a combination
of acquisitions (a few large and many small), including compelling
synergy capture, and steady capital spending on organic
initiatives. Risks remain as the full impact of the measures taken
to control the spread of the coronavirus unfolds in the
marketplace.

The 'RR4' rating for the senior unsecured notes reflects Fitch's
expectation for 'Average' recovery for the debt security in the
event of default.

In accordance with Fitch's policies, the issuer appealed and
provided additional information to Fitch that resulted in a rating
action that is different from the original rating committee
outcome.

KEY RATING DRIVERS

Temporary Demand Destruction: Volumes declined meaningfully and
rapidly across Parkland's businesses in response to stay-at-home
orders put in place to combat the spread of the coronavirus. The
deterioration in volumes across the industry has been
unprecedented. However, company and industry indications support a
notion that the recovery from the trough is underway, in varying
degrees, across Canada and the U.S. The extent and timing of the
recovery remains unclear, but it is Fitch's view that the majority
of demand destruction currently facing Parkland is temporary in
nature. As such, the Fitch forecast contemplates a return to a
sustainable operating environment, including a return to driving
patterns near levels seen prior to the spread of coronavirus in
North America and the Caribbean, occurring over the next 12 months
to 24 months.

Volumes Are Only Part of the Story: Parkland has been able to
offset a portion of the negative impact from reduced volumes
through its system with higher than historical margins, the most
pronounced impact from which is being seen in the Canadian and U.S.
retail businesses. The company has been able to capture additional
gross margin per litre as declining commodity prices (oil mostly)
have lowered input costs, while Parkland's sales price to external
customers has not decreased to the same degree/at the same pace.
Despite healthy competition, especially in the retail gasoline
marketplace, industry participants appear to be taking a rational
and measured approach to pricing thus far. Fitch regards the
unprecedented and rapid drop in volumes as encouraging margin
protection, in the near-term at least, and Fitch views Parkland's
ability to hold strong margins as an important piece in bridging
the gap to an eventual and expected 'return to normal'.

Near-Term Leverage Increase: To account for the company's material
operating leases, Fitch utilizes the total adjusted debt/operating
EBITDAR metric in its analysis of Parkland to incorporate the
off-balance sheet nature of this type of financing (capitalizing
lease expense at an 8x multiple). Leverage is forecasted to rise
above 5.0x in 2020 as a result of the demand destruction (lower
EBITDAR). Encouragingly, Fitch believes Parkland will be able to
hold its adjusted debt flat to 2019 levels, largely due to cost
reduction efforts, delayed growth spending and a pause in what has
been an otherwise active (and accretive) acquisition pipeline.
Additionally, management has stated its commitment to keep leverage
within a relatively conservative range (even with acquisitions on a
pro forma basis). Fitch does not view the increased leverage as
sustained and forecasts leverage to return to the 3.5x to 4.0x
range in 2021.

Capturing Margin Along the Value Chain: Parkland has a strong and
established retail footprint in Canada and the Caribbean, as well
as a small but growing presence in the U.S., and is able to drive
value through the system by creating and exploiting cost/supply
advantages. These advantages come via downstream integration,
allowing Parkland to secure attractive margins in of support
consistent cash flow generation. The downstream integration
advantages are meaningful versus nonintegrated fuel retailer peers.
Parkland's diversified business model and vertical integration also
help smooth some of the volatility that is common in the refining
space, supporting higher credit quality versus stand-alone refiner
peers. Parkland's own retail outlet for finished product sourced
both internally and externally, and its capability to move, store
and deliver that product to customers provide the company with an
offset, and a simple buffer to the cyclical lows that are inherent
in the refining industry.

A Diverse Portfolio: Parkland has approximately 1,850 retail
service stations across Canada and just under 500 in the Caribbean.
Additionally, the company has approximately 382 retail locations in
the United States. Parkland's retail and commercial franchises
display size and scale advantages and geographic and product
diversification. Parkland has regionally relevant brands in close
proximity to the major population centers (the company cites that
roughly 85% of Canadians live within a 15-minute drive of a
Parkland service station). Parkland has a dominant position in many
of the Caribbean countries where it operates, meaningful shipping
capabilities, and control of essential distribution and supply
assets (garnering regulated margins on roughly 45% of the
international business [onshore volumes only]). Size/scale in the
U.S. is small currently, but the company has been expanding its
retail, commercial and wholesale capabilities off the back of
advantages developed just north of the border.

The juxtapositions within Parkland's refining operations in
Burnaby, British Columbia as it relates to size, scale and asset
quality are distinct. Currently, the company operates only a
single, small capacity, low complexity refinery. Fitch typically
views refining companies with less than 100,000 barrels per day of
capacity as well as single asset refineries as being more
consistent with a 'B' credit profile, if it were a stand-alone
refining business. Fitch does believe Parkland's single refinery
possesses some geographic advantages. It is strategically connected
by pipeline to the Trans Mountain Pipeline and its tank farm in
Burnaby is located on the Burrard inlet, in close proximity to
Vancouver. Additionally, the Burnaby refinery is fully integrated
with Parkland's commercial/wholesale and retail businesses in
Western Canada, and as such is not a merchant refiner. Fitch
believes that these unique characteristics provide more cash flow
and earnings stability than Parkland would have without
integration.

Growth Supported by M&A: Parkland has grown meaningfully over the
past few years largely on the back of successful acquisitions, with
synergy capture after the fact and steady organic growth all along
the way. The company has been able to, with the Ultamar (CAD978
million) and Chevron Canada (CAD1.68 billion) acquisitions, both
acquired in 2017, generate a projected approximate 50% synergy
capture (defined by the company as EBITDA lift post-acquisition).
In early 2019, the company moved into the Caribbean with the
purchase of 75% of Sol Investments for CAD1.5 billion to obtain a
dominant fuel marketing position in 23 countries with extensive
supply and distribution assets. Additionally, the company has spent
nearly CAD400 million on acquisitions in the U.S. since the
beginning of 2018, expanding into three distinct regional operating
centers (Northern Tier, Rockies and Southeast). Parkland has been
successful in finding and transacting on attractive assets and also
proven to be capable of capturing significant synergies from the
acquired assets post-transaction, supporting Fitch's assumptions
for improving leverage metrics beyond 2020.

The Ups and Downs of Refining: Refining remains one of the most
cyclical of 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. Given the rest of Parkland's
portfolio is highly ratable, refining remains a source of potential
variability in results going forward. The retail, commercial and
wholesale fuel and logistics operating segments tend to be less
cyclical, and Parkland's positions in Canada and the Caribbean are
expected to benefit from the company's position as one of the
largest competitors in the regions.

DERIVATION SUMMARY

Parkland is somewhat unique relative to Fitch's coverage given its
diversification across the midstream and downstream value chain,
especially given the relatively small size and scale of its
refining operations. From a business line perspective, though
orders of magnitude smaller in size and scale, Fitch sees Marathon
Petroleum Corporation (MPC; BBB/Negative) as a peer. Fitch views a
one full rating category difference between Parkland and MPC as
appropriate given Parkland's distinctive characteristics,
significantly smaller size and scale, and weaker relative financial
profile. Credit rating differences, relative to MPC, arise from
Parkland's 'single refiner risk' factor as well as the
substantially smaller size and scale (and complexity) of Parkland's
refining operations. Fitch views similarly rated Sunoco LP (SUN;
BB/Negative) as a relevant peer for the distribution part of
Parkland's business. Differences in credit profile, relative to
SUN, arise from Parkland's position as a fully integrated
downstream operator. However, Fitch view's SUN as having greater
margin stability, supported by its multi-year take-or-pay fuel
supply agreement with a 7-Eleven subsidiary (under which SUN will
supply approximately 2.2 billion gallons of fuel annually), as well
as no refining operations. Puma Energy Holdings Pte Ltd
(BB-/Stable) is a global integrated midstream and downstream peer
with storage, distribution, fuel-retailing and B2B activities
across the globe. Relative to Parkland, Puma has a slightly larger
size and scale, leverage that is similar but more exposure to
developing economies and foreign currency risks, globally, leading
to its lower credit rating.

Leverage, as measured by total adjusted debt to operating EBITDAR,
is roughly one half to one full turn worse than MPC (2020 excluded)
and Fitch does not forecast improvement in that metric for Parkland
until later in the forecast period. Furthermore, Parkland's
leverage is expected to be at least one turn better than Sunoco's
over the forecast period (2020 excluded), based on Fitch's
expectations for SUN's total debt/adjusted EBITDA to remain between
4.5x-5.0x beyond the current downturn in refined product demand.
Parkland's weaker relative financial profile is a factor considered
in the credit rating difference between MPC and Parkland.

KEY ASSUMPTIONS

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

  -- Full-year 2020 Canadian retail gasoline volumes that are down
roughly 15%-20%, versus 2019. Higher margins offset a portion of
the volume declines in that segment. 2020 Canadian commercial
volumes are down to a lesser degree, on a yoy basis, compared to
Canadian retail;

  -- On a relative basis, compared to 2020 Canadian retail volumes,
yoy declines in USA segment volumes are more muted and margin
expansion is more pronounced;

  -- On a relative basis, compared to 2020 Canadian retail volumes,
yoy declines in international segment volumes are more pronounced;

  -- Utilization at the company's Burnaby refinery of roughly
75%-80% over the balance of 2020, after posting a turnaround
impacted 30.9% utilization in 1Q20. Refining utilization of 90%-94%
in years without a major turnaround;

  -- Reduced near-term growth and acquisition expenditure, equating
to roughly CAD1 billion spent over the forecast period;

  -- Minimal debt issuances/repayments over the forecast period,
upcoming maturities are assumed to be refinanced;

  -- USD/CAD rate of $1.33 throughout the quarters of the forecast
period.

RATING SENSITIVITIES

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

  -- Expected or actual fiscal year with total adjusted debt to
operating EBITDAR below 3.0x.

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

  -- Total adjusted debt to operating EBITDAR (capitalizing
operating lease expense at 8x) above 4.0x on a sustained basis.
Attractive acquisitions that push this metric above the negative
sensitivity temporarily will be reviewed on a case by case basis;

  -- A second wave of stay-at-home orders across North America
related to the coronavirus, leading to further demand destruction,
without an offsetting increase in fuel margins;

  -- A disproportionate decrease in realized fuel margins versus
increased fuel volumes;

  -- Impairments to liquidity;

  -- Acquisitions that increase overall business risk and/or are
not financed in a balanced manner.

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: As of March 31, 2020, Parkland had total
available liquidity of over CAD900 million, including CAD349
million in unrestricted cash and equivalents on the balance sheet.
The company has a two-tranche credit facility that includes a
recently expanded CAD700 million facility as well as a USD780
million facility. Both credit facilities mature in 2023. The
company had approximately CAD600 million available under both
credit facilities as of March 31, 2020.

On June 9, 2020 Parkland exercised the accordion feature in its CAD
credit facility, adding an incremental CAD300 million of capacity
(to CAD700 million). Along with additional cash generated from
operations, Parkland's liquidity position has improved
significantly since the end of 1Q20. The company has CAD200 million
in senior unsecured notes due in May 2021 and CAD200 million in
senior unsecured notes due in November 2022, in addition to both of
its credit facilities maturing in 2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch applies an 8.0x multiple to operating leases.

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

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).


PATHWAY VET: Moody's Assigns B3 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Pathway Vet Alliance LLC.
Moody's also assigned B2 ratings to the company's proposed
first-lien credit facilities, consisting of a $80 million revolver
expiring 2025, a $868 million term loan due 2027, and a $77 million
delayed draw term loan due 2027. Proceeds from the new first lien
and second lien (unrated) term loans, along with common equity from
private equity firm TSG Consumer Partners, will be used to finance
the acquisition of Pathway by TSG in a leveraged buyout
transaction. The rating outlook is stable.

The following ratings were assigned:

Issuer: Pathway Vet Alliance LLC:

Corporate Family Rating, B3

Probability of default rating, B3-PD

Senior Secured First Lien Revolver due 2025 at B2 (LGD3)

Senior Secured First Lien Term Loan due 2027 at B2 (LGD3)

Senior Secured First Lien Delayed Draw Term Loan due 2027 at B2
(LGD3)

Outlook Actions:

Outlook, Assigned Stable

All ratings are subject to receipt and review of final
documentation

RATINGS RATIONALE

Pathway Vet Alliance, LLC's B3 Corporate Family Rating broadly
reflects its high financial leverage (Moody's-adjusted
debt-to-EBITDA of 8.6 times on a pro forma basis), which Moody's
expects to persist as the company continues to use debt to fund
acquisitions. The rating is also constrained by the company's
moderate absolute scale, and event and financial policy risks
related to both the aforementioned aggressive acquisition strategy
and its private equity ownership. The company's rapid growth
strategy has historically resulted in negative free cash flow.
Pathway's rating benefits from favorable long-term trends in the
pet care sector that underpin healthy same-store sales growth in
the mid-single-digits. The rating is also supported by strong
recurring revenue, good geographic diversification and a proven
ability to successfully integrate acquisitions. Pathway's good
liquidity profile is supported by Moody's expectation of break-even
to modestly positive free cash flow, a sizable cash balance, and
full access to a revolving facility and incremental delayed draw
term loans.

The stable outlook reflects Moody's expectation that leverage will
remain high as Pathway continues to use debt to fund acquisitions,
but that the company's relatively stable business profile will
result in sustained, albeit modest, positive free cash flow.

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

The ratings could be downgraded if operational performance
deteriorates or liquidity weakens, reflected in sustained negative
free cash flow generation. Inability to manage its rapid growth, or
if EBITA-to-interest falls below one times, could also put downward
pressure on the company's ratings.

The ratings could be upgraded if the company delivers sustained
revenue and earnings growth and is successful in integrating
acquisitions. Moderation of financial policies, partially evidenced
by debt/EBITDA trending below 6.5 times, and sustained positive
cash flows could also support a prospective upgrade.

The proposed first lien term loan is expected to have no financial
maintenance covenants while the proposed revolving credit facility
will contain a springing maximum first lien leverage ratio that
will be tested when the revolver is more than 35% drawn. In
addition, the first lien credit facility contains incremental
facility capacity up to the greater of $148 million or 100%
consolidated EBITDA, plus an additional amount subject to either a
5.69x pro forma First Lien Secured Net Leverage Ratio (pari passu
secured debt), 7.69x Secured Net Leverage Ratio (pari passu junior
debt), or if unsecured, either (i) 7.94x Total Net Leverage Ratio
or (ii) subject to the 2.0x interest coverage ratio (such unsecured
debt may also be incurred on a leverage neutral basis if used to
finance an acquisition or investment). There are no "blocker"
provisions providing additional restrictions on top of the covenant
carve-outs to limit collateral leakage through transfers of assets
to unrestricted subsidiaries. There are leverage-based step-downs
in the asset sale prepayment requirement to 50% and 0% if the First
Lien Leverage Ratio is equal to or less than 0.25x and 0.75x,
inside the closing date First Lien Leverage Ratio, respectively.

Social and governance considerations are material to Pathway's
credit profile. The rating reflects negative social risk as a
result of the coronavirus outbreak given its risk to patient and
service providers' health and safety. However, Moody's does not
consider the veterinary hospital service providers to face the same
level of social risk as many other healthcare providers. Growth in
the number of US households that own pets provides for a favorable
long-term trend in the pet care sector that underpins healthy
same-store sales growth. Among governance considerations, Pathway's
financial policies under private equity ownership are aggressive,
reflected in high initial debt levels following the leveraged
buy-out, as well as a strategy to supplement organic growth with
material debt-funded acquisitions.

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

Headquartered in Austin, Texas Pathway Vet Alliance, LLC is a
national veterinary hospital consolidator, offering a full range of
medical products and services, and operating over 280 general,
specialty and emergency practice locations, 88 THRIVE Affordable
Vet Care locations, and the Management Services Organization,
Veterinary Growth Partners, which supports over 5,500 affiliated
and unaffiliated member hospitals, throughout the United Sates. The
company generated pro forma revenues of approximately $907 million
for the twelve months ended March 31, 2020. Pathway is majority
owned by private equity firm TSG Capital Partners.


PG&E CORP: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Long-Term Issuer Default Ratings of 'BB'
to PG&E Corporation and Pacific Gas and Electric Company. The
Rating Outlooks are Stable.

The ratings and Stable Outlooks for the holding company and utility
reflect considerable credit risk associated with potential
catastrophic wildfires, driven by cycles of drought-rain-drought,
high heat, low humidity and high winds, among other factors, and a
growing urban-wildland interface. PG&E's relatively mature asset
base has been prone to failure, igniting a large number of
destructive wildfires in 2017-2018. In Fitch's opinion, enactment
of California Assembly Bill (A.B.) 1054, Senate Bill (S.B.) 901 and
a number of other laws during 2018 and 2019 designed to protect the
public against deadly wildfires and facilitate socialization of
wildfire liabilities under inverse condemnation while mitigating
financial risk to investor-owned utilities are constructive
developments. Efforts ongoing at PCG to restructure its operations
and prioritize meaningful safety culture improvement and
safety-related investment are credit supportive.

The sharp decline in deadly catastrophic wildfires in 2019 compared
to the 2017-2018 fire seasons is an encouraging sign that wildfire
mitigation efforts may be bearing fruit. Nonetheless, risk of
future wildfire activity on par with 2017-2018 cannot be ruled out
and remains a primary credit concern. Reversing reputational risk
associated with a history rife with regulatory and legal
violations, catastrophic system failures and lax safety culture
will be challenging in light of the utility's mature, far flung
electric and natural gas asset base in a state prone to natural
disaster. Liabilities associated with public safety power shut-offs
and political and customer resistance to them are significant
concerns from a credit point of view. Fitch does not believe
financial effects from coronavirus shelter-in-place orders will
have a meaningful impact on PG&E's creditworthiness in light of
full revenue decoupling and establishment of the coronavirus
pandemic protections memorandum account. Shortfalls in cash
collections are expected to have a relatively minor impact on
FFO-leverage in 2020 and be are expected to be reversed during
2021-2023. The ratings assume PCG and PG&E will emerge from
bankruptcy on terms consistent with the bankruptcy court approved
$59 billion plan of reorganization and exit funding as discussed
below.

KEY RATING DRIVERS

PoR Confirmation Expected: On June 8, 2020, the U.S. Bankruptcy
Court Northern District concluded hearings to consider confirming
the debtors' plan of reorganization. On June 11, 2020, the court
issued a financing order allowing PCG and PG&E to access capital
markets in a manner consistent with its proposed PoR. Fitch assumes
the court will approve the debtors' PoR by June 30, 2020.

The plan has the support of California Governor Newsom and was
approved by the California Public Utilities Commission on May 28,
2020 and the Federal Energy Regulatory Commission on May 12, 2020.

The companies' PoR provides compensation to wildfire victims,
implements a safety oversight framework that could lead to the loss
of the utility's operating license if it fails to achieve certain
safety milestones, requires regional restructuring to bring
management closer to customers to better understand their needs,
mandates changes in board composition and strongly links executive
compensation to safety, among other things.

Fitch notes that PCG, consistent with its PoR, recently announced
major changes to its board of directors including the appointment
of 11 new directors and retirement of 10 existing directors. The
number of board members will increase by one to 14 and the changes
will become effective upon emergence from bankruptcy.

Chapter 11 Exit Funding: Primary components of PCG's and PG&E's $59
billion funding plan include reinstated and new debt exchanged for
certain pre-petition utility debt totaling approximately $21.0
billion, $5.9 billion of new issue utility debt and $6 billion of
temporary debt and $4.75 billion of new issue holding company debt
secured by a residual claim in the value of the utility. In
addition, PCG plans to issue approximately $16 billion of common
equity, $6.75 billion of which will be issued as shares to the
wildfire victims' trust. PG&E plans to refinance $6.0 billion of
debt issued in the restructuring with low cost securitization bonds
in the first half of next year pending CPUC approval. Fitch expects
PG&E to participate in the $21 billion wildfire fund created under
Assembly Bill 1054 upon exit from Chapter 11.

Credit Ratios Support Ratings: Fitch expects 2020 to be a
transition year for PG&E and PCG. In 2021, Fitch estimates FFO
leverage of 6.0x and 6.5x, respectively, for the utility and
holding company, improving to 5.0x and 5.3x in 2022. FFO leverage
is in Fitch's view consistent with the current rating category
given the utility's heightened wildfire-related and other risk
factors. Sequential years of meaningfully less destructive
post-2019 firestorm activity, achievement of debt reduction
consistent with Fitch's projections and demonstrably improved
safety record could lead to future credit rating upgrades.

Securitization: Fitch expects the CPUC will authorize PG&E's
pending securitization filing. Proceeds from the relatively low
cost, off-balance sheet debt would be used to reduce debt and fund
payments to wildfire victims more efficiently. While delays and
even rejection of the proposed $7.5 billion securitization cannot
entirely be ruled out, Fitch notes that the Governor filed a
statement supporting the debtors' restructuring plan with the U.S.
Bankruptcy Court Northern District of California in March 2020
stating, among other things, that the proposed securitization is in
the public interest.

Fitch does not believe downgrades would be triggered if the
proposed securitization was rejected by the commission. However,
prospective improvement in creditworthiness, all else equal, would
be diminished.

A.B. 1054 Enacted: A.B. 1054 was signed into law July 2019 and is
part of a broad effort underway across California to address root
causes and minimize the destructive force and frequency of
catastrophic wildfires. Enactment of AB 1054 and creation of a $21
billion wildfire insurance fund under the law is, in Fitch's
opinion, a positive credit development. The magnitude of the fund
is further enhanced by a 40% limitation of subrogation claims under
the law.

The insurance fund provides a means to meet potential liabilities
from post-July 12, 2019 wildfires, without increasing customer
rates, as the state pursues a comprehensive effort to battle
catastrophic wildfires on several fronts including enhanced
forestry management, building standards and changes in state and
utility investment, operation, cooperation, preparedness and
response. Toward that end, Governor Newsom signed into law 22 bills
in October 2019 designed to improve California's wildfire
prevention, mitigation and response efforts, while continuing
progress toward the state's clean energy goals.

Reasonable Prudence Standard: In addition to formation of the
wildfire insurance fund, AB 1054 shifts the burden of proof to a
more reasonable standard that is consistent with that applied by
FERC. The agency approved San Diego Gas & Electric's net 2007
wildfire-related jurisdictional liabilities, while the CPUC
rejected SDG&E's petition for recovery of net jurisdictional
costs.

The legislation also mandates a certification process that includes
triennial filings of wildfire mitigation plans with annual updates
and requires greater focus on utility safety culture from the board
of directors to rank-and-file employees and links executive
compensation to safety. In the event that a utility is found to be
imprudent, A.B. 1054 limits exposure to 20% of the utility's T&D
equity rate base or approximately $2.4 billion for PG&E.

Insurance Fund Buffers IOU Exposure: The $21 billion wildfire
insurance fund provided under A.B. 1054 began operation in 2019
with SCE and SDG&E electing to participate and contributing their
required initial payments of $2.7 billion to the fund. PCG has
indicated that it also plans to participate in the wildfire
insurance fund and pay its share totaling $6.7 billion (composed of
its initial $4.8 billion contribution plus its $1.9 billion
contribution over 10 years) upon emergence from Chapter 11.

Fires, IC Challenge Creditworthiness: California is unique in
applying inverse condemnation to wildfires caused by utility
equipment. Under the doctrine of inverse condemnation, a utility
may be held strictly liable for property damage and legal expenses
if its equipment is deemed to have played a role igniting the
fires, even if the utility followed all rules and regulations.
Inverse condemnation is typically applied to public utilities
which, unlike private utilities, have the ability to raise rates to
recover costs associated with third-party liabilities on a timely
basis as a way to socialize costs associated with floods and other
disasters.

Socialization of wildfire costs through IC generally results in
relatively timely settlement of wildfire victims' claims where
utility equipment is deemed to have ignited the fire. Utilities,
under IC, may not be able to recover claims until long after paying
victims, if at all. Liquidity pressure from the timing mismatch
between liability payment and recovery is, in Fitch's view, the
most pressing threat to utility creditworthiness under IC given the
parabolic increase in 2017-2018 wildfire liabilities. Access to the
A.B. 1054 wildfire insurance fund in the event of a major fire is
expected address the IC liquidity issue. This, along with changes
in prudence standards are key factors supporting PCG's and PG&E's
ratings.

The key risk to PCG's and PG&E's credit stability is continued
large wildfires and more rapid than expected exhaustion of the
wildfire fund. Prudence risk due to utility conduct and/or CPUC
interpretation of A.B.1054 standards are also a concern for
creditors.

Public Safety Power Shutoffs: PG&E initiated public safety power
shutoffs during periods of elevated wildfire risk in 2019 as a part
of its wildfire mitigation plan. While PG&E believes the PSPS were
effective preventing wildfires in its service territory, the public
and political reaction was overwhelmingly negative. Notably,
Governor Newsom has made it clear that widespread, lengthy outages
are unacceptable and the CPUC opened a recently completed
investigation into the outages. This year, legislation was
introduced that, if enacted, would penalize investor-owned
utilities for public safety power outages if the CPUC determined
the utility did not act in a reasonable or prudent manner
implementing the PSPS.

PG&E recognizes the hardship caused by PSPS and is working with
state and local authorities to mitigate the impacts going forward
through significantly greater communication and community support.
Management intends to reduce the frequency and duration of PSPS
events through micro-grid deployment and strategic sectionalizing
of its grid and ongoing wildfire resilience investment and
operational changes.

Large Capex Requirements: Capex at PG&E during 2020-2024 are
expected to approximate $37.0 billion-$40.3 billion driven by
electric and natural gas infrastructure upgrades, wildfire
mitigation, electrification of transportation and transmission
infrastructure investment. Under the terms of AB 1054, $3.2 billion
of PG&E's total 2019-2022 wildfire mitigation capex will not earn a
ROE.

PG&E's wildfire mitigation investment is focused on system
hardening in high fire threat districts, including replacing
overhead circuits, installing stronger poles or undergrounding
lines and enhanced vegetation management and situational awareness.
PG&E is also focused on reducing the adverse effects of public
safety power shut-offs by reducing their duration and the number of
customers impacted.

ESG Factors: PCG and PG&E have Environmental, Social and Governance
Relevance Scores of 5 for exposure to environmental impacts and ESG
RS of 5 for exposure to social impacts.

These scores are linked to the increase in the size and destructive
force of the 2017-2018 firestorms and related adverse impacts to
the utility's relationship with ratepayers and regulators. The ESG
RS scores also consider reputational damage and risk associated
with PG&E's criminal conviction on six felony counts and corporate
probation related to the 2010 San Bruno pipeline explosion and
fire. PG&E has been subject to fines and penalties in recent years
due to violation of laws and regulations at both its electric and
natural gas operations. More recently, PG&E entered a guilty plea
to 84 counts of manslaughter and one count of unlawfully causing a
fire resolving criminal proceedings in connection with the 2018
Camp Fire.

Due to the threat of wildfires, PG&E is potentially exposed to
large third-party liabilities, heightened regulatory uncertainty
regarding full and timely recovery of wildfire related costs and
criminal prosecution. PCG's and PG&E's ESG RS scores for exposure
to environmental and social impacts have a negative impact on the
companies' credit profile and are relevant to the ratings in
conjunction with other factors.

2020 GRC Settlement: In December 2019, PG&E and major parties to a
settlement agreement filed a motion with the CPUC seeking approval
of a settlement that resolves all of the issues raised by these
parties. If approved by the commission, the proposed settlement
would increase rates $575 million, $318 million and $367 million,
respectively, in 2020, 2021 and 2022. Rates as proposed by the
settlement would be $428 million, $38 million and $114 million
lower in 2020, 2021 and 2022, respectively, than the amounts
supported by PG&E in its Nov. 1, 2019 updated testimony in the GRC
proceeding. Fitch believes that a final CPUC decision approving the
proposed settlement would be a constructive credit development.

Parent-Subsidiary Rating Linkage: Operating utility PG&E accounts
for virtually all of PCG's consolidated earnings and cash flows.
Fitch utilizes a weaker parent-stronger subsidiary approach in
applying the agency's parent-subsidiary rating criteria. PCG is
dependent on cash flows from PG&E to meet its ongoing obligations.
Rating linkage between PCG and PG&E is strong and Fitch takes a
bottom up approach. PCG's IDR is the same as PG&E's, reflecting the
parent's dependence on the utility to meet its ongoing obligations,
relatively low parent-only debt and structural subordination of PCG
debt relative to PG&E.

Recovery Analysis: Under Fitch criteria, the individual security
ratings at PCG and PG&E may be notched above or below their IDRs as
a result of the relative recovery prospects in a hypothetical
default scenario. PCG is a holding company with no operations of
its own and is dependent on cash distributions from its core
operating subsidiary, PG&E, to meet its ongoing obligations. Debt
instruments at the corporate parent are subordinated to the utility
and recovery prospects given default are a function of residual
value at the utility.

Fitch conservatively estimates going-concern enterprise value using
several methods and primarily relied on projected YE 2020 rate base
of $44.5 billion. Fitch also calculated going-concern enterprise
value using a multiple range of 7.0x-7.5x estimated 2020 EBITDA,
which yielded value consistent with the rate base approach. The
multiple is at the low-end of peer trading multiples and lower than
each of the purchase multiples in a sample of sector M&A
transactions. The recovery analysis resulted in a Recovery Rating
of 'RR1', implying outstanding recovery, for the utility's secured
debt and a Recovery Rating of 'RR4', implying average recovery, for
the PG&E Corp.'s secured debt.

DERIVATION SUMMARY

PCG, similar to peer utility holding companies Edison International
(EIX; BBB-/Stable) and Pinnacle West Capital (PNW; A-/ Negative),
is solely dependent on earnings and cash flow from its wholly owned
California-based utility subsidiary, PG&E. PCG's, EIX's and PNW's
respective core operating utilities (OpCo) are PG&E, Southern
California Edison Co. (SCE; BBB-/Stable) and Arizona Public Service
Co. (APS; A-/Negative). PNW, through sole operating utility
subsidiary APS, supplies electricity to large portions of Arizona.
Similarly, EIX and PG&E through their sole operating utilities, SCE
and PG&E, respectively, provide electricity to large portions of
California. By contrast, FirstEnergy Corporation (FE; BBB/Stable),
a large multi-state utility holding company operates 10 utilities
across six Mid-Atlantic states, has much greater earnings, cash
flow and regulatory diversity. Virtually all of PCG's, EIX's FE's
and PNW's consolidated cash flows are from utility operations.
Conversely, Sempra Energy's operations are more diverse. SRE's
utility operations account for approximately 80% of consolidated
earnings with competitive operations contributing the remainder.

SRE's California-based combination electric and gas utility has a
far better track record avoiding catastrophic wildfires compared to
PCG's and EIX's OpCos. SDG&E was able to avoid catastrophic
wildfires and related outsized liabilities in 2017-2018, unlike
PG&E and SCE. Parent-only debt at PCG and EIX is expected to remain
below 20% and is considerably higher for FE and SRE at
approximately 34% and in excess of 35%, respectively. Fitch
projects FFO-leverage for FE of 6.0x in 2021 and 5.8x in 2022 with
SRE averaging 4.5x in the next three years.

PCG's core operating utility, PG&E, is one of the nation's largest
combination electric and gas utilities with total assets as of
March 31, 2020 of $87 billion, considerably larger than SCE ($65
billion), SDG&E ($21 billion) and APS ($18 billion). The regulatory
environment in Arizona, similar to California prior to the advent
of outsized wildfires in 2017-2018, has generally been supportive
from a credit point of view with both jurisdictions providing
utilities operating in the state with a reasonable opportunity to
earn their authorized ROE. However, unlike APS, meaningful
uncertainty exists for California utilities regarding the risk of
future firestorms and recovery of potentially large third-party
liabilities. Uncertainty regarding the magnitude, frequency and
destructive force of future wildfires and efforts to enhance
wildfire resilience is a key risk factor to the creditworthiness of
PG&E, SCE and, to a somewhat lesser degree, SDG&E. The significant
reduction in catastrophic wildfire destruction in 2019 offers a
modicum of hope that measures deployed by the California utilities
and state and local authorities (including an extensive legislative
response) will meaningfully reduce catastrophic wildfire activity,
destruction and liability. Fitch projects FFO leverage for SCE to
be 4.7x in 2020 and SDG&E to be in the high 3x range in the next
few years. FFO leverage for PCG and PG&E is estimated by Fitch at
6.5x and 6.0x in 2021.

KEY ASSUMPTIONS

Fitch's Key Assumptions in Its Base Case Include the Following:

  -- Final CPUC decision consistent with PG&E's 2020 GRC
settlement.

  -- 10.25% CPUC and FERC authorized ROE.

  -- Total 2020-2024 capex range of $37.0 billion-$40.3 billion
($7.4 billion - $8.1 billion per annum on average).

  -- No equity returns on approximately $3.2 billion of wildfire
mitigation capex.

  -- Incorporates CPUC authorized capital structure waiver and a
hypothetical 52% equity ratio for regulatory purposes.

  -- CPUC authorizes issuance of $7.5 billion securitization
bonds.

  -- FERC jurisdiction transmission wildfire costs are fully
recovered.

  -- Rate base CAGR of 8% from a base of $40 billion in 2019.

  -- Full recovery of $2.5 billion of deferred wildfire-related
restoration, prevention and insurance costs.

RATING SENSITIVITIES

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

PG&E Corporation

An upgrade of Pacific Gas and Electric.

Reputational, safety culture and potential catastrophic wildfire
risks argue strongly against rating upgrades for PCG in the
near-to-intermediate term. Nonetheless, improvements in these and
other key areas at the utility (as listed directly below) along
with consolidated PCG FFO-leverage of better than 5.5x could lead
to positive rating actions.

Pacific Gas and Electric Company

Meaningful reduction in the size and scale of prospective wildfire
activity in PG&E's service territory.

Consistent improvement in PG&E's safety culture leading to
resolution of legal, regulatory and reputational challenges.

Robust A.B. 1054 wildfire fund levels relative to future utility
claims.

Improvement in FFO-leverage to better than 5.5x.

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

PG&E Corporation

A downgrade of Pacific Gas and Electric.

Inability to reduce parent-only debt as expected.

PCG FFO-leverage of worse than 6.0x on a sustained basis along with
realization of key sensitivities listed directly below for the
utility could result in future credit rating downgrades.

Pacific Gas and Electric

Continuation of catastrophic wildfire activity on par with the
Northern California wildfires of 2017 and the Camp fire in 2018 and
resulting large third-party liabilities under inverse
condemnation.

Failure to ameliorate reputational challenges.

Disallowance of wildfire liabilities due to imprudence.

More rapid than expected drawdown of the AB 1054 wildfire fund due
to persistent wildfire activity and large third-party liabilities.

Inability to address asset failures and deliver demonstrable
improvement in safety culture.

Deterioration in rate regulation.

Adverse developments stemming from PG&E's corporate probation.

Unfavorable legislative developments.

These or other factors resulting in FFO-leverage of worse than 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

Adequate Liquidity: As of March 31, 2020, PG&E Corporation and the
Utility had access to approximately $4.6 billion of total liquidity
comprised of approximately $1.5 billion of Utility Cash, $0.4
billion of PG&E Corporation cash and $2.7 billion of availability
under the DIP Credit Agreement. Like most utilities PG&E is
expected to be free cash flow negative based on Fitch's assumptions
and its large capex program. Negative FCF is a function of high
capex driven by spending to mitigate catastrophic wildfire activity
and meet California's greenhouse gas reduction goals, which are
among the most aggressive in the nation. Fitch expects cash
shortfalls to be funded with a balanced mix of debt and equity.

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

PCG and PG&E have Environmental, Social and Governance (ESG)
Relevance Scores of 5 for exposure to environmental impacts and ESG
RS of 5 for exposure to social impacts. The scores primarily
reflect issues related to loss of life and property destruction
related to wildfire activity and recurring lapses in safety and
culture.

Except for the matters discussed, the highest level of ESG
relevance, if present, is a score of 3. This means ESG scores are
credit neutral or have only a minimal impact on PCG and PG&E either
due to their nature or the way in which they are being managed by
the companies.


PGX HOLDINGS: Moody's Hikes CFR to Caa2 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded PGX Holdings, Inc.'s Corporate
Family Rating to Caa2 from Ca and its Probability of Default Rating
to Caa2-PD from D-PD. Moody's also upgraded the company's amended
and extended first lien senior secured term to Caa1 from Caa3 and
the second lien senior secured term loan to Caa3 from C. The
outlook is changed to stable from negative.

On May 27, 2020, the company obtained new financing from its
financial sponsor (H.I.G Progrexion, LLC) of approximately $15.9
million through a 1.5 lien senior secured term loan (unrated) and
made significant amendments to the first lien and second lien term
loans with a 100% consent from the lenders. The key amendments
included maturity extensions for the first and second lien term
loans by 3 years, provisions for non-cash interest payments and
waiver of the first lien and second lien term loan financial
covenants through the first fiscal quarter of 2021, with looser
covenant measures through year-end 2021.

Proceeds from the new 1.5 lien senior secured term loan were used
to repay approximately $12.5 million of the first lien term loan,
pay fees and expenses and with the remainder of cash to be used for
general liquidity.

In Moody's view, the above transaction is the resolution to the
previously missed principal and interest payment, causing a
default. "The amend and extend addresses its immediate concerns
about the company's debt maturity profile and covenant compliance,"
said Moody's AVP-Analyst Oleg Markin. "The amendments will provide
Progrexion with additional time to execute its stabilization plans
and grow the credit repair business. However, the new capital
structure significantly increases its interest burden that does not
alleviate concerns about sustainability of the company's capital
structure over the longer term and a potential need to right-size
the balance sheet in the medium term," added Markin.

The Caa1 rating on the first lien senior secured term loan
incorporates a one-notch override to the Loss Given Default (LGD)
model-indicated rating to reflect the company's ongoing operating
challenges and the uncertainty of debt recoveries in a financial
distress scenario.

Upgrades:

Issuer: PGX Holdings, Inc.

Corporate Family Rating, Upgraded to Caa2 from Ca

Probability of Default Rating, Upgraded to Caa2-PD from D-PD

Senior Secured 1st Lien Term Loan B, Upgraded to Caa1 (LGD3) from
Caa3 (LGD3)

Senior Secured 2nd Lien Term Loan, Upgraded to Caa3 (LGD5) from C
(LGD5)

Outlook Actions:

Issuer: PGX Holdings, Inc.

Outlook, Changed To Stable From Negative

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.

The Caa2 CFR reflects Progrexion's highly-leveraged capital
structure, operating challenges to sustain revenue and earnings
growth, low free cash flow generation and ongoing overhang from the
CFPB investigation and litigation. The balance sheet restructuring
improves Progrexion's debt maturity profile and adds financial
flexibility for the company to execute its turnaround plan.
However, Progrexion's exceptionally high and increasing level of
debt, with pro forma debt-to-EBITDA (Moody's adjusted) expected to
be well above 10.0 times as of March 31, 2020 and concerns that the
current capital structure is unsustainable in the absence of a
strong recovery in operating results continue to weigh on the
ratings. While the new money raised through sponsor debt has
provided marginal liquidity to keep the company's operations
running for the next 12-15 months, Moody's believes that this
liquidity will dwindle if the company does not turn around its
operating performance quickly. Positively, the company's leading
position in the niche credit repair services industry through its
well-recognized brands, Lexington Law and CreditRepair.com, provide
credit support. Progrexion benefits from its direct relationships
with the principal consumer credit reporting agencies and ongoing
support of the agencies is critical to the company's operations.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity over the next 12-15 months,
including modestly positive free cash flow generation, continue to
pay down debt and maintain compliance with financial covenants as
stipulated in the amended credit agreements.

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

The ratings could be upgraded if Progrexion adopts a capital
structure that Moody's deems sustainable, operating performance and
liquidity improve substantially, and litigation risk abates.

Moody's could downgrade Progrexion's ratings if operating
performance does not improve, resulting in a weaker than expected
liquidity position, or if a debt restructuring becomes likely.

Moody's expects Progrexion to have adequate liquidity over the next
12-15 months. Internal sources of liquidity are expected to include
approximately $25.1 million of unrestricted balance sheet cash as
of May 31, 2020 and Moody's expectation of annual positive free
cash flow of around $10-15 million (before any excess cash flow
debt payments). Free cash flow would be negative absent the $35-40
million of PIK interest election on the outstanding debt. It is
important that Progrexion generates positive free cash flow, as the
company does not have a revolving credit facility in place that
could be accessed in the event of the unexpected cash needs. As
part of the amend and extend transaction, the company negotiated a
financial covenant holiday until March 31, 2021 but with aggressive
quarterly step-downs thereafter. Moody's projects that the company
will have adequate cushion relative to the required net leverage
covenant over the next 12-15 months.

Progrexion is a leading provider of credit report repair services
in the United States. The company helps consumers access and
understand information contained in their credit reports to correct
errors and address other factors that may negatively impact their
credit scores. Additional product offerings include services
focused on credit monitoring, identity protection, credit reports
and scores. Progrexion's services are offered on a subscription
basis through CreditRepair.com, its wholly-owned subsidiary, and
Lexington Law, an independently-owned law firm. The company has
been majority owned by private equity firm H.I.G. Capital since
2010. Progrexion generated approximately $340 million of revenue
for the twelve months ended March 31, 2020.

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


POWER BAIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Power Bail Bonds, Inc.
        33175 Temecula Parkway, Suite A143
        Temecula, CA 92592

Business Description: Power Bail Bonds Inc. is a bail bonds
                      company.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Central District of California

Case No.: 20-14155

Judge: Hon. Mark S. Wallace

Debtor's Counsel: Douglsa A. Plazak, Esq.
                  P.O. Box 1300
                  Riverside, CA 92502-1300
                  Tel: (951) 682-1771
  
Total Assets as of June 12, 2020: $55,112,483

Total Liabilities as of June 12, 2020: $2,673,222

The petition was signed by Marcus Romero, chief executive
officer/president.

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

                         https://is.gd/8uty2q

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. American Express                  Credit Card           $62,458
P.O. Box 981535                       Purchases
El Paso, TX 79998
Tel: 800-528-2122

2. Antwion Williams               Accrued Vacation          $1,530
24319 Karry Court                   and Sick Pay
Moreno Valley, CA 92551

3. AT&T                                Vendor               $3,731
P.O. Box 5014
Carol Stream, IL 60197

4. AT&T Wireless                       Vendor               $1,849
P.O. Box 5014
Carol Stream, IL 60197
Tel: 800-750-2355

5. Cal Choice                          Health               $7,109
721 South Parker                     Insurance
Suite 200
Orange, CA 92868
Tel: 800-558-8003

6. Capital One                     Miscellaneous           $25,189
P.O. Box 30285                      Credit Card
Salt Lake City, UT                   Purchases
84130
Tel: 800-867-0904

7. Capital One                     Miscellaneous           $23,243
P.O. Box 30285                      Credit Card
Salt Lake City, UT                   Purchases
84130

8. David Espinosa                Accrued Vacation           $2,851
306 Sandstone Court                and Sick Pay
Chula Vista, CA 91911
Tel: 619-931-4975

9. Fabian Sepulveda              Accrued Vacation           $2,379
29534 Major League                 and Sick Pay
Lake Elsinore, CA 92530

10. Financial Casualty               Vendor-              $100,000
and Surety                          Insurance
3131 Eastside, Suite 250
Houston, TX 77098
Tel: 713-351-8250

11. First Legal                      Vendor                $58,168
P.O. Box 743451
Los Angeles, CA 90074
Tel: 877-350-8698

12. Ford Motor Credit              2017 Ford                $1,183
P.O. Box 650574                     Fiesta
Dallas, TX 75265
Tel: 313-322-3000

13. Google                           Vendor/              $345,148
1600 Amphitheatre Parkway         Advertisting
Mountain View, CA 94043
Tel: 849-316-7810
Email: collections@google.com

14. Jonathan Tin-Wong           Accrued Vacation            $1,460
24850 Hancock                     and Sick Pay
Avenue K109
Murrieta, CA 92562

15. Michael Kestler               Shareholder             $485,000
3907 Gresham Street #4              Buyout
San Diego, CA 92109
Tel: 858-699-1024

16. Miguel Morales             Accrued Vacation             $3,115
4558 W. 17th Street              and Sick Pay
Los Angeles, CA 90019
Tel: 323-496-5186

17. National General Ins.         Insurance                 $1,700
P.O. Box 3199
Winston Salem, NC 27102

18. Randy Devolder               Shareholder              $457,500
20506 Fox Den Road                 Buyout
Wildomar, CA 92595
Tel: 951-233-8132

19. Ready Capital                  Payroll              $1,130,000
Corporation                       Protection
200 Connell Drive,                Plan Grant
Suite 4000
Berkeley Heights, NJ
07922
Tel: 800-453-3548

20. Thanh Khong                     Vendor                  $1,565
P.O. Box 623
Orange, CA 92856


PROTECH METAL: Seeks to Hire Dunham Hildebrand as Legal Counsel
---------------------------------------------------------------
Protech Metal Finishing, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to hire
Dunham Hildebrand, PLLC as its legal counsel.

The firm's services will include:

     a. advising Debtor of its rights, powers and duties in the
management of its property;

     b. investigating and, if necessary, instituting legal action
to collect and recover assets of Debtor's bankruptcy estate;

     c. preparing legal papers; and

     d. assisting Debtor in the preparation and presentation of its
disclosure statement and plan of reorganization.

Dunham Hildebrand will be paid at reduced hourly rates as follows:

     Attorneys                $250 to $300
     Paralegals                   $95

The firm received a retainer of $7,500, of which $1,717 was used to
pay the filing fee.

Griffin Dunham, Esq., a partner at Dunham Hildebrand, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Dunham Hildebrand can be reached at:

     Griffin S. Dunham, Esq.
     Dunham Hildebrand, PLLC
     2416 21st Avenue South, Suite 303
     Nashville, TN 37212
     Tel: (615) 933-5850
     Email: griffin@dhnashville.com

                   About Protech Metal Finishing

Protech Metal Finishing, LLC is a full-service metal finishing
company that has served customers since 1980.  It is housed in a
32,000-square-foot facility in Vonore, Tenn.  Specializing in
anodizing and rack plating, Protech services a large customer base
in the aerospace, defense, industrial, medical and automotive
fields.  For more information, visit https://protechfinishing.com

Protech Metal Finishing filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No.
20-31354) on May 26, 2020.  It first sought bankruptcy protection
(Bankr. E.D. Tenn. 19-32732) on Aug. 27, 2019.

At the time of the filing, Debtor disclosed $431,811 in assets and
$7,446,307 in liabilities.

Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC, is Debtor's
bankruptcy counsel.


PROTEUS DIGITAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Proteus Digital Health, Inc.
        2600 Bridge Parkway
        Redwood City, CA 94065

Business Description:     Proteus Digital Health, Inc. --
                          http://www.proteus.com-- was founded in

                          2002 for the purpose of researching and
                          developing Digital Medicines and,
                          specifically, to improve outcomes for
                          patients who regularly take prescription

                          medication.  The Debtor has developed
                          and commercialized a service offering
                          called Proteus Discover, a Digital
                          Medicines solution that connects
                          drug ingestions to outcomes and is
                          designed to enable patients to engage in
                          their own healthcare, be rapidly
                          assessed and treated to goal.

Chapter 11 Petition Date: June 15, 2020

Court:                    United States Bankruptcy Court
                          District of Delaware

Case No.:                 20-11580

Debtor's
Chapter 11
Counsel:                  GOODWIN PROCTER LLP
Debtor's
Delaware &
Conflicts
Counsel:                  L. Katherine Good, Esq.
                          POTTER ANDERSON & CORROON LLP
                          1313 N. Market Street, 6th Floor
                          Wilmington, DE 19801
                          Tel: (302) 984-6000
                          Email: kgood@potteranderson.com

Debtor's
Financial
Advisor:                  SIERRACONSTELLATION PARTNERS LLC

Debtor's
Notice &
Claims
Agent &
Administrative
Advisor:                  KURTZMAN CARSON CONSULTANTS LLC
                          https://www.kccllc.net/proteus

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Lawrence R. Perkins, interim chief
executive officer.

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

                       https://is.gd/cfzM55

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. PREI'S Westport Office Park          Trade           $1,035,304
Leslie E. Cook
Tel: 650.489.7951
Email: lcook@lfrep.com

2. Romaco North America, Inc.           Trade             $510,848
Michelle Silvestri
Tel: 609-584-2500
Email: Michelle.Silvestri@romaco.com

3. Otsuka America                     Deferred            $397,721
Pharmaceutical, Inc.                   Revenue
Paul McCrorey
Tel: 301-990-0030
Email: Paul.McCrorey@otsuka-us.com

4. Workday, Inc.                        Trade             $288,000
Liz Morgan
Tel: 385-715-7127
Email: liz.morgan@workday.com

5. K&L Gates LLP                        Trade             $199,192
Tiffany Doyle
Tel: 412-355-6500
Email: Tiffany.Doyle@klgates.com

6. Xcelience, LLC                       Trade             $215,616
Ron Doyle
Tel: 201 249-8450
Email: ronald.doyle@lonza.com

7. DeWinter Group, Inc.                 Trade              $93,948
Tetyana Mazhan
Tel: 408-827-3978
Email: tmazhna.dewintergroup.com

8. ExpoIT LLC                           Trade             $104,004
Tony Cerqueira
Tel: 603-329-3703
Email: Tony.Cerqueira@expoIT

9. B. Riley FBR, Inc.                   Trade              $98,789
Elizabeth Rubio
Tel: 703-469-1157
Email: erubio@brileyfbr.com

10. Infostretch                         Trade              $98,661
Milind Damle
Tel: 408-727-1100
Email: finance@infostretch.com

11. cPrime Inc                          Trade              $72,935
Ingrid Brock
Tel: 650-931-1646
Email: ingrid.brock@cprime.com

12. Integron, Inc.                      Trade              $29,958
Nancy Peters
Tel: 585-426-6200
Email: nancy.peters@integron.com

13. Fairview Pharmacy Services          Trade              $61,650
Claire Kolar
Tel: 612-617-3782
Email: ckolar1@fairview.org

14. Robert Bosch North America          Trade              $50,000
Ramesh Sigamani
Tel: 91(422)67-64526
Email: Ramesh.Sigamani@in.Bosch.com

15. Murgitroyd & Company LTD            Trade              $46,851
Karen Winslade
Tel: 44(0)20 8688 3490
Email: karen.winslade@murgitroyd.com

16. Cooley Godward Kronish LLP          Trade              $59,332
Barbara McKnew
Tel: 202-842-7808
Email: bmcknew@cooley.com

17. Ring Central Inc.                   Trade              $37,935
Nand Parkeshwa
Tel: 650-642-9605
Email: parkeshwa.nand@ringcentral.com

18. Nelson                              Trade              $33,221
Lilith Mizgorski
Tel: 408-429-7024
Email: accountsreceivable@nelsonhr.com

19. Nexient LLC                         Trade              $27,733
Anmol Gupta
Tel: 732-662-8393
Email: anmol.gupta@nexient.com

20. Three Dimensional Resource          Trade              $25,900
Planning, LLC
Yuwen Wang
Tel: 480.362.1776 x302
Email: yuwen.wang@3rpco.com


PYXUS INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Pyxus International, Inc.
             8001 Aerial Center Parkway
             Morrisville, North Carolina 27560-8417

Business Description:     Pyxus International, Inc. and its debtor
                    
                          affiliates -- https://www.pyxusintl.com
                          -- provide agricultural products,
                          ingredients, and services to businesses
                          and customers.  Historically, the
                          Debtors' core business have been as a
                          tobacco leaf merchant.  This entails the
                          purchase, processing, packing, storing
                          and shipping of tobacco to manufacturers

                          of cigarettes and other consumer tobacco
                          products through their subsidiaries.
                          The Debtors also provide agronomy
                          expertise to growers of leaf tobacco,
                          hemp, groundnuts and sunflower seeds.

Chapter 11 Petition Date: June 15, 2020

Court:                    United States Bankruptcy Court
                          District of Delaware

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

     Debtor                                      Case No.
     ------                                      --------
     Pyxus International, Inc. (Lead Case)       20-11570
     Alliance One International, LLC             20-11571
     Alliance One North America, LLC             20-11572
     Alliance One Specialty Products, LLC        20-11573
     GSP Properties, LLC                         20-11569

Judge:                    Hon. Laurie Selber Silverstein

Debtors'
General
Bankruptcy
Counsel:                  Sandeep Qusba, Esq.
                          Michael H. Torkin, Esq.
                          Kathrine A. McLendon, Esq.
                          Nicholas E. Baker, Esq.
                          Daniel L. Biller, Esq.
                          Jamie J. Fell, Esq.
                          SIMPSON THACHER & BARTLETT LLP
                          425 Lexington Avenue
                          New York, New York 10017
                          Tel: (212) 455-2000
                          Fax: (212) 455-2502
                          Email: squsba@stblaw.com
                                 michael.torkin@stblaw.com
                                 kmclendon@stblaw.com
                                 nbaker@stblaw.com
                                 daniel.biller@stblaw.com
                                 jamie.fell@stblaw.com

Debtors'
Delaware
Bankruptcy
Counsel:                  Pauline K. Morgan, Esq.
                          Kara Hammond Coyle, Esq.
                          Ashley E. Jacobs, Esq.
                          Tara C. Pakrouh, Esq.
                          YOUNG CONAWAY STARGATT & TAYLOR, LLP
                          Rodney Square
                          1000 North King Street
                          Wilmington, Delaware 19801
                          Tel: (302) 571-6600
                          Fax: (302) 571-1253
                          Email: pmorgan@ycst.com
                                 kcoyle@ycst.com
                                 ajacobs@ycst.com
                                 tpakrouh@ycst.com

Debtors'
Restructuring
Advisor:                  LAZARD FRERES & CO. LLC

Debtors'
Restructuring
Advisor:                  David Quackenbush
                          Chip Cummins
                          RPA ADVISORS, LLC
                          45 Eisenhower Drive
                          Paramus, NJ 07652
                          www.rpaadvisors.com
                          Phone: 201.527.6669

Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor:                  PRIME CLERK LLC
                          https://cases.primeclerk.com/Pyxus

Total Assets as of March 31, 2020: $1,012,143,876

Total Debts as of March 31, 2020: $1,060,770,145

The petitions were signed by Joel Thomas, executive vice president
and chief financial officer.

A copy of Pyxus International's petition is available for free at
PacerMonitor.com at:

                        https://is.gd/knBhIz

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Willis Towers Watson               Insurance         $5,812,172
Northeast, Inc.                       Services
200 Liberty Street
New York, NY 10281
Bob Kalbfell
Tel: (914) 274-7499
Email: robert.kalbfell@Willi
sTowersWatson.com

2. Philip Morris USA Inc.            Trade Debt         $5,790,282
6601 W Broad Street
Richmond, VA 23230
Linwood Sykes
Tel: (804) 274-2391
Email: Linwood.L.Sykes@altria.com

3. China Tobacco                     Trade Debt         $1,831,397
International (HK)
19F Greenfield Tower
Concordia,
Hong Kong, China
Jiang Nan
Tel: 852-262-09500
Email: jiangn@ctihk.com.hk

4. KT&G Corporation                  Trade Debt         $1,477,628
71 Beotkkot-Gil,
Daedeok-Gu
Daejeon, 306-712
South Korea
Mr. Kweon
Tel: 82 42 939 5277
Email: youngktg@ktng.com

5. China Tobacco Guizhou             Trade Debt         $1,111,500
350 South Fuyuan Road
Guiyang, China
Wei Yi
Tel: 86 851-85918208
Email: wyconni@126.com

6. Premium Tobacco                   Trade Debt           $643,253
International DMCC
Plot No W1 Jumeirah
Lake Towers
Dubai, UAE
Alby Edwards
Tel: 971 44 55 7300
Email: alby.edwards@UTS.co.ug

7. Chebrolu Narendranath             Trade Debt           $479,118
4th Line Rajendra
Nagar, Guntur
52206
India
Tel: 919618691999
Email: narendra@deltaintech.com

8. LA Clinical Trials LLC            Trade Debt           $454,285
847 North Hollywood   
Way, Suite 103
Burbank, CA 91505
Mitchell Nides
Tel: (818) 526-7645
Email: mnides@laclinicaltrials.com

9. Shenzhen Tobacco                  Trade Debt           $448,344
Imp/Exp Co Ltd
9-10F., SCT Center
Shenzhen, 51801
China
Shao Yi
Tel: 86 755 25188672
Email: 110726887@gg.com

10. Synchrogenix                     Trade Debt           $330,576
Information
2 Righter Parkway
Suite 205
Wilmington, DE 19803
Mark Hovde
Email: Mark.hovde@certara.com

11. Delta Technology                 Trade Debt           $247,198
Services
4th Line Rajendra
Nagar, Guntur,
522006
India
Chebrolu Narendranath
Tel: 919618691999
Email: narendra@deltaintech.com

12. Cardno Chemrisk LLC              Trade Debt           $233,882
235 Pine Street, Suite 2300
San Francisco, CA 94104
Kate Butkins
Tel: (415) 896-2400
Kate.butkins@cardno.com

13. JT International SA              Trade Debt           $220,176
Rue Kazem Radjavi 8
1202 Geneva
Switzerland
John Fotheringham
Tel: 41 22 703 0777
Email: john.fotheringham@jti.com

14. Montrose Environmental           Trade Debt           $180,965
Group Inc.
1 Park Plaza Suite 1000,
Irvine, CA 92614
Rudy Mitchell
Tel: (804) 887-2112
Fax: 804-887-2112
Email: rudy.mitchell@enthalpy.com

15. Hanchen Tobacco                  Trade Debt           $167,040
(Hong Kong) Ltd
Unit 12-13, 20/F.,
North Tower
Kowloon, China
Jason Kwok
Tel: 852 2621 4628
Email: jason@hanchentobacco.com

16. JV Adams Thai Royalities         Trade Debt           $149,159
5/26 - 29 Saldaeng
Bangkok, 10500
Thailand
Wing Chung
Tel: 662239818
Email: wfc@adamsint.com

17. Kaman Industrial                 Trade Debt           $144,762
Technologies
4206 Williamson Road,
Wilson, NC 27893
Kermit White
Tel: (252) 292-4118
Email: Kermit.White@kaman.com

18. Brenntag Mid-South Inc.          Trade Debt           $124,655
1405 Highway 136 West
Henderson, KY 42420
Liz Greene
Tel: (919) 281-2901
Email: lgreene@brenntag.com

19. Trust Tobacco                    Trade Debt            $95,575
Industry Import
North No 13 Road,
Ban Xanghai Villa
Luang Prabang. 6000
Laos
Zhao Fuyan
Tel: 00856 71 412008
Email: marketing_dpt@trustobacco.com

20. SEFCO Finance Inc.               Trade Debt            $91,752
SAL (Offshore)
Saba ZREQ Street
El-Mahmoud Building,
2nd Floor
Tripoli, Lebanon
Hasan Aldabagh
Tel: 9616 611 733

21. Electric Supply &                Trade Debt            $83,496
Equipment Company
1000 Classic Road
Apex, NC 27539
Tel: 336-574-4824
Email: ar@ese-co.com
pcauthen@ese-co.com

22. Wilson Energy                    Trade Debt            $71,068
1800 Herring Ave. E
Wilson, NC 27893
Customer Service
Tel: 252-399-2200
Email: customerservice@wilsonnc.org

23. China Tobacco Yunnan             Trade Debt            $68,823
35 Yuantong Street
Kunming, China
He Jie
Tel: 86 871 65116506
Email: hej@ctyiec.cn

24. Qliktech Inc.                  Professional            $63,805
25686 Network Place,                 Services
Chicago, IL 60673-1256
Trey Meadows
Tel: (770) 243-9429
Email: trey.meadows@qlik.com

25. Blueally Technology            Professional            $63,565
Solutions, LLC                       Services
Suite 300 1255
Crescent Green,
Cary, NC 27818
Amber Walsh
Tel: (919) 602-9643
Email: awalsh@blueally.com

26. China Tobacco                   Trade Debt             $63,000
Hunan Import and Export
17 18F Pride Tower 1
Huaishu Jie S
Changsha, 410 007
China
Mr. Dai Chao,
Tel: 86-731-85799382
Email: daic0495@163.com

27. Polychem Corporation            Trade Debt             $59,276
6277 Helsley Road
Mentor, OH 44060
Ali Adinaro
Tel: (440) 357-1500

28. Hauni Richmond, Inc.            Trade Debt             $46,735
2800 Charles City Road,
Richmond, VA 23231
Fernando Nero
Tel: 804-236-5224
Email: fernando.nero@hauni.com

29. Tobacco Technology, Inc.        Trade Debt             $44,523
600 Liberty Road
Eldersburg, MD 21784
Ayse Adams
Tel: 410-549-8800 - Office
Email: aadams@tobaccotech.com

30. Carolina Coastal                Trade Debt             $44,167
Supply, LLC
112 Franklin Park Drive
Youngsville, NC 27596
Brad Welch
Tel: 984-235-4905


PYXUS INTERNATIONAL: Moody's Cuts PDR to D-PD on Chapter 11 Filing
------------------------------------------------------------------
Moody's Investors Service downgraded Pyxus International, Inc's
Probability of Default Rating to D-PD from Ca-PD following the
company's Chapter 11 filing on June 15, 2020. Pyxus' first lien
notes due 2021 were also downgraded to Caa3 from Caa2. Moody's
affirmed the Corporate Family Rating at Ca, the senior secured ABL
revolving credit facility at B2 and the senior secured second lien
notes due 2021 at C. The SGL-4 Speculative Grade Liquidity rating
is not affected. The rating outlook is stable.

Moody's took the following rating actions on Pyxus International,
Inc.:

Ratings downgraded:

  - Probability of Default Rating to D-PD from Ca-PD;

  - Senior Secured First lien notes due 2021 to Caa3 (LGD2) from
Caa2 (LGD2);

Ratings Affirmed:

  - Corporate Family Rating at Ca;

  - Senior Secured ABL revolving credit facility due 2021 at B2
(LGD1) from (LGD2);

  - Senior Secured Second lien notes due 2021 at C (LGD5);

Rating outlook remains stable

RATINGS RATIONALE

The downgrade of the PDR to D-PD reflects the bankruptcy filing.
The downgrade of the first lien notes to Caa3, and the rating
affirmations of the revolver and second lien notes reflect Moody's
view of potential recoveries.

On June 15, 2020 Pyxus announced that the company and certain
domestic subsidiaries initiated voluntary Chapter 11 reorganization
proceedings in the U.S. Bankruptcy Court for the District of
Delaware with commitments from sufficient lenders to implement a
prepackaged reorganization. [1]

Shortly following this rating action, Moody's will withdraw all
ratings and the rating outlook of Pyxus.

Pyxus, headquartered in Morrisville, North Carolina, is a leaf
tobacco merchant. Its principal products include flue-cured, burley
and oriental tobaccos, which are major ingredients in cigarettes.
Annual revenue totaled approximate $1.6 billion for the last twelve
months ending December 2019.

The principal methodology used in these ratings was Protein and
Agriculture published in May 2019.


PYXUS INTERNATIONAL: Pachulski, Stroock Represent First Lien Group
------------------------------------------------------------------
In the Chapter 11 cases of Pyxus International, Inc., et al., the
law firms of Pachulski Stang Ziehl & Stroock submitted a verified
statement and filed an amended report under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose that they are
representing the Ad Hoc Group of First Lien Noteholders.

On March 1, 2020, the Ad Hoc Group of First Lien Noteholders
retained Stroock & Stroock & Lavan LLP as counsel in connection
with a potential restructuring of the above-captioned debtors and
debtors in possession. The Ad Hoc Group of First Lien Noteholders
subsequently retained Pachulski Stang Ziehl & Jones LLP as Delaware
counsel when informed that the Debtors would pursue a
reorganization in the United States Bankruptcy Court for the
District of Delaware. Since its formation, the composition of the
Ad Hoc Group of First Lien Noteholders has changed, with certain
noteholder parties no longer being members of the Ad Hoc Group of
First Lien Noteholders, and certain noteholder parties subsequently
joining the group.

Stroock and Pachulski represent only the members of the Ad Hoc
Group of First Lien Noteholders and do not represent or purport to
represent any persons or entities other than the Ad Hoc Group of
First Lien Noteholders in connection with the above-captioned
chapter 11 cases. In addition, as of the date of this Verified
Statement, the Ad Hoc Group of First Lien Noteholders, both
collectively and through its individual members, does not represent
or purport to represent any other entities in connection with the
Chapter 11 Cases.

As of June 15, 2020, members of the Ad Hoc Group of First Lien
Noteholders and their disclosable economic interests are:

                                            First Lien Notes
                                            ----------------

DoubleLine Capital LP                        $15,528,000.00
333 South Grand Ave, 18th Floor
Los Angeles, CA 90071

Fulcra Asset Management Inc.                 $3,500,000.00
Suite 950 – 609 West Hastings Street
Vancouver, British Columbia V6B 4W4

Graham Capital Management, L.P.              $18,285,000.00
40 Highland Avenue
Rowayton, CT 06853

HoldCo Opportunities Fund III, L.P.          $17,000,000.00
441 Lexington Ave., 15th Floor
New York, NY 10017

Legal & General Investment Management        $10,500,000.00
One Coleman Street,
London EC2R 5AA

Northeast Investors Trust                    $10,620,000.00
125 High Street, Suite 1802
Boston, MA 02110

Pentwater Capital Management, LP             $3,950,000.00
614 Davis Street,
Evanston, Illinois 60201

Polygon Convertible Opportunity Master Fund  $17,210,000.00
c/o Polygon Global Partners LLP
4 Sloane Terrace
London Sw1X 9DQ

Sycale Advisors NY LLC                       $11,307,000.00
505 Park Avenue, Suite 401
New York, NY 10022

The information set forth in Exhibit A and herein is intended only
to comply with Bankruptcy Rule 2019 and is not intended for any
other purpose. Nothing contained in this Verified Statement should
be construed as a limitation upon, or waiver of the right of any
individual member of the Ad Hoc Group of First Lien Noteholders,
including, without limitation, the right to assert, file and/or
amend its claims in accordance with applicable law and any orders
entered in these Chapter 11 Cases.

The information contained in Exhibit A is based upon information
provided by the applicable members of the Ad Hoc Group of First
Lien Noteholders to Stroock and Pachulski. Stroock and Pachulski do
not make any representation regarding the validity, amount,
allowance, or priority of such claims, and reserve all rights with
respect thereto. Neither Stroock nor Pachulski owns, nor have they
ever owned, any claims against or interests in the Debtors, except
for claims for services rendered to the Ad Hoc Group of First Lien
Noteholders.

Counsel to the Ad Hoc Group of First Lien Noteholders can be
reached at:

          PACHULSKI STANG ZIEHL & JONES LLP
          Bradford J. Sandler, Esq.
          James E. O'Neill, Esq.
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705
          Telephone: (302) 652-4100
          Facsimile: (302) 652-4400
          Email: bsandler@pszjlaw.com
                 joneill@pszjlaw.com

                    - and -

          STROOCK & STROOCK & LAVAN LLP
          Kristopher M. Hansen, Esq.
          Jonathan D. Canfield, Esq.
          Matthew G. Garofalo, Esq.
          Joanne Lau, Esq.
          180 Maiden Lane
          New York, NY 10038
          Telephone: (212) 806-5400
          Facsimile: (212) 806-6006
          Email: khansen@stroock.com
                 jcanfield@stroock.com
                 mgarofalo@stroock.com
                 jlau@stroock.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/HXfyO5

                   About Pyxus International

Pyxus International Inc. -- http://www.pyxus.com/-- is a global
agricultural company with 145 years' experience delivering
value-added products and services to businesses, customers and
consumers.

Pyxus reported a net loss of $71.17 million for the year ended
March 31, 2019, compared to net income of $51.91 million for the
year ended March 31, 2018.  As of March 31, 2019, the Company had
$1.86 billion in total assets, $1.67 billion in total liabilities,
and $192.02 million in total stockholders' equity.


QUINTELA GROUP: Seeks to Hire Corral Tran as Legal Counsel
----------------------------------------------------------
Quintela Group, LLC seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Corral Tran Singh, LLP
as its legal counsel.

The firm's services will include:

     a. analyzing the financial situation of Debtor;

     b. advising Debtor with respect to its rights, duties and
powers under the Bankruptcy Code;

     c. representing Debtor at court hearings and other
proceedings;

     d. preparing legal papers;

     e. representing Debtor at any meeting of creditors;

     f. representing Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding where its rights may be litigated or otherwise
affected;

     g. preparing a disclosure statement and Chapter 11 plan of
reorganization;

     h. assisting Debtor in analyzing the claims of creditors and
in negotiating with such creditors; and

     i. assisting Debtor in other matters related to its Chapter
case.

The firm will be paid at hourly rates as follows:

     Susan Tran Adams              375
     Brendon Singh                 390
     Adam Corral                   350
     Krystyna Salinas              250

Susan Tran Adams, Esq., a partner at Corral Tran, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Corral Tran can be reached at:

     Susan Tran Adams, Esq.
     Corral Tran Singh, LLP
     1010 Lamar St., Suite 1160
     Houston TX 77002
     Tel: (832) 975-7300
     Fax: (832) 975-7301
     Email: brendon.singh@ctsattorneys.com

                       About Quintela Group

Quintela Group, LLC, a human resource consultant in Spring, Texas,
filed its voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 20-32577) on May 11, 2020.  At the
time of the filing, Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities.  Corral Tran Singh, LLP
represents Debtor as legal counsel.


REDEEMED CHRISTIAN: Hires Okeh & Associates as Accountant
---------------------------------------------------------
Redeemed Christian Church of God, River of Live, seeks authority
from the U.S. Bankruptcy Court for the District of Maryland to
employ Okeh & Associates, P.C., as accountant to the Debtor.

Redeemed Christian requires Okeh & Associates to provide the Debtor
with accounting advice concerning its reporting and compliance
duties as a Debtor-in-possession and with regard specifically to
the Office of the U.S. Trustee and monthly or other reporting
requirements.

Okeh & Associates will be paid at the hourly rate of $200.

Okeh & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Ofobuike N. Okeh, partner of Okeh & Associates, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Okeh & Associates can be reached at:

     Ofobuike N. Okeh
     Okeh & Associates, P.C.
     9208 Annapolis Rd.
     Lanham, MD 20706
     Tel: (301) 918-0555

            About Redeemed Christian Church of God,
                       River of Live

Redeemed Christian Church of God, River of Life is a tax-exempt
religious organization.

The Debtor previously filed a Chapter 11 petition (Bankr. D. Md.
Case No. 18-12290) on Feb. 22, 2018.  

Redeemed Christian Church of God, River of Life, based in
Riverdale, MD 20737, filed a Chapter 11 petition (Bankr. D. Md.
Case No. 20-11902) on February 13, 2020. LAW OFFICE OF KOS N.
JOHNS, serves as bankruptcy counsel. In its petition, the Debtor
was estimated to have up to $50,000 in assets and $1 million to $10
million in debt.


RENAISSANCE ACADEMY: Moody's Rates $12.42MM Series 2020A Bonds Ba2
------------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba2 rating to
Renaissance Academy, UT's $12.42 million Utah Charter School
Finance Authority Charter School Revenue Refunding Bonds
(Renaissance Academy Project), Series 2020A. The outlook is
stable.

RATINGS RATIONALE

The Ba2 rating reflects Renaissance Academy's favorable competitive
profile with an in-demand market niche in languages, and solid
academic performance relative to peers. The rating also
incorporates a relatively narrow financial position post issuance
which relies on some combination of enrollment or per pupil funding
growth in order to achieve specific coverage ratios. Enrollment at
Renaissance has historically been consistent, supported by an
average waitlist, however recent declines and future enrollment
challenges are driven by new schools opening nearby and elimination
of 9th grade following state regulatory changes. The strength of
the school's perpetual charter is somewhat offset by weaker board
oversight, with substantial control held at the executive director
level. The rating further incorporates the higher leverage and
fixed costs resulting from the new debt issuance as well as the
moderate debt covenants.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Moody's has incorporated its current understanding of
these risks into its credit analysis for Renaissance Academy,
including stress scenarios that considered reductions in state aid
funding as a result of the financial impact from coronavirus at the
state level. The coronavirus crisis is not a key driver for this
rating action and Moody's does not see any material immediate
credit risks stemming from the coronavirus pandemic for Renaissance
Academy. However, the situation surrounding coronavirus is rapidly
evolving and the longer-term impact will depend on both the
severity and duration of the crisis. If its view of the credit
quality of Renaissance Academy changes, Moody's will update the
rating and/or outlook at that time.

RATING OUTLOOK

The stable outlook reflects its expectation that the school's
established operating history coupled with consistent enrollment
demand will support stable operations going forward.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING

  - Growth in enrollment up to the school's max capacity

  - Sustained improvement in debt service coverage and liquidity

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING

  - Further declines in enrollment from current levels

  - Declines in state per pupil funding

  - Weakening of liquidity

  - Inability to provide adequate coverage following the issuance
of the 2020 bonds

LEGAL SECURITY

The 2020 bonds are being issued by the Utah Charter School Finance
Authority, proceeds of which will be loaned to Renaissance per the
loan agreement. Renaissance's obligation to make payments under the
loan agreement is absolute and unconditional. State aid payments
are Renaissance 's primary source of revenue and are the principal
and expected source of repayment of the bonds. However, the
revenues under the pledge include all rentals, fees, third-party
payments, receipts, donations, contributions or other income of the
school. Per the loan agreement, Renaissance covenants that it will
direct the treasurer of the State and the Utah Office of Education
to disburse all state payments directly to the trustee. The trustee
first makes the required deposits to the bond fund and transfers
the remaining portions to the school. The bonds are additionally
secured by a mortgage on, and security interest in, the facility.

Bond covenants include a 60 days' cash on hand requirement and a
minimum of 1.1x annual debt service coverage. If days cash on hand
is above 90 days, then the minimum debt service coverage ratio is
reduced to 1.0x. Bondholders additionally benefit from a fully
funded debt service reserve fund at maximum annual debt service on
the bonds. Renaissance has no plans to issue additional debt at
this time though the current bonds have an Additional Bonds Test
based both on projected coverage and historical coverage. To issue
addition bonds the projected net revenue available for debt service
in the first fiscal year following completion of the newly financed
project must equal at least 1.25x MADS on all debt or the
historical net revenue available for debt service in the most
recent audited fiscal year must equal at least 1.2x MADS on all
existing and proposed debt.

USE OF PROCEEDS

Proceeds from the bonds will be used to refund the schools
outstanding Series 2007 Bonds. The balance of the issuance,
approximately $4.6 million, will be used to fund capital upgrades
in particular enhanced security for the school entrance, additional
office space and new classrooms to provide for a dedicated middle
school zone.

PROFILE

Renaissance Academy is a K-8 charter school located in Lehi UT,
around 30 miles from Salt Lake City with 725 students in fiscal
2020. The school offers a world languages curriculum, with Chinese,
Spanish and Arabic languages offered to students, including a dual
immersion Chinese program in which students are taught 50/50 in
English and Chinese. The school has been in operation since 2006
and its charter is authorized by the Utah State Charter School
Board.

The school's campus includes classrooms, a library, gym, cafeteria,
teacher preparation areas and a computer lab all within a single
39,500 square foot building on approximately five acres. The school
owns the campus.

METHODOLOGY

The principal methodology used in this rating was US Charter
Schools published in September 2016.


RENAISSANCE CHARTER: Fitch Affirms B+ Rating on 2010A/B Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the rating on approximately $60.4
million of series 2010A and 2010B revenue bonds issued by the
Florida Development Finance Corporation, on behalf of Renaissance
Charter School, Inc., at 'B+'.

The Rating Outlook is Stable.

SECURITY

The bonds are jointly secured by lease payments made from the
unrestricted revenues of six Florida charter schools (the financed
schools); a cash-funded debt service reserve fund; a partial debt
service guarantee from Charter Schools USA for one school (Duval
Charter Scholars Academy); and mortgage liens (first liens on four
of the financed facilities and a leasehold interest in a
fifth).Fitch does not consider the partial debt service guarantee
from CSUSA in its rating.

Structural aspects of the transaction include the consolidated
revenue pledge of the financed schools; subordination of operating
expenses, along with CSUSA's cost reimbursement and fees; and the
flow of unrestricted revenues of the financed schools monthly from
RCS to the trustee, with initial allocations to debt service.
Annual bond covenants include liquidity tests and a 1.1x debt
service coverage covenant (adjusted for subordinate cost
reimbursement and fees).

ANALYTICAL CONCLUSION

The 'B+' bond rating reflects the schools' weak financial profile
given midrange revenue defensibility and operating risk
assessments. The rating also reflects the schools' weak liquidity
profile. Leverage metrics when measured on a consolidated basis are
elevated and expected to remain elevated given slow principal
amortization and narrow operating margins.

The Stable Rating Outlook reflects the expectation that management
will take necessary action to adjust expenditures in response to
per-pupil revenue declines and will continue to support Duval
Charter Scholars Academy through management fee waivers and
contributions.

KEY RATING DRIVERS

Revenue Defensibility: Midrange: The midrange revenue defensibility
is supported by the schools' comparable academic performance to
district and statewide scores and solid enrollment at five of the
six schools.

Operating Risk: Midrange: Fitch believes the schools have moderate
flexibility to vary cost with enrollment shifts and considers the
consolidated carrying costs for debt service to be strong.

Financial Profile: 'b': The schools' leverage metrics are elevated
in both the base case and stress case. Furthermore, one school
relies on management fee waivers and contributions to support
operations.

Asymmetric Additional Risk Considerations: On a consolidated basis,
the schools' liquidity is slim, with a liquidity cushion less than
30% of annual operating expenditures in fiscal 2019.

RATING SENSITIVITIES

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

  -- A sustained decline in leverage metrics due to improved
margins and cash flow, leading to improved debt service coverage
and increased available cash and equivalents.

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

  -- A reversal of CSUSA's practice of financially supporting the
schools through management fee deferrals and contributions.

  -- A decline in per-pupil funding that is more significant than
what Fitch anticipates in its current stress case scenario without
additional offsetting expenditure measures taken by the schools.

  -- Weakening academic performance could lead to enrollment
declines and concerns about the ability of the school to maintain
its charter and continue operations.

  -- Enrollment declines that affect the financial condition of the
schools could pressure the rating, as revenues are derived
primarily from state per-pupil funding.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Public Finance 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 three 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.

CREDIT PROFILE

The financed schools are Renaissance Elementary Charter School
(REC; charter through 2034); Renaissance Charter School of St.
Lucie (RCSL; charter through 2023); DCSA (charter through 2023);
North Broward Academy of Excellence (NBAE; charter through 2026);
North Broward Academy of Excellence Middle School (NBAEMS; charter
through 2030); and the Keys Gate Dorm Facility with students from
Keys Gate K-8 Charter School (charter through 2027). In Florida,
charter schools are authorized by the county school board where
they are located.

All these public schools are within counties along the east coast
of Florida. Both North Broward schools are located on the same
campus. All the financed schools have had at least one charter
renewal.

CURRENT DEVELOPMENTS

The recent outbreak of the coronavirus and related government
containment measures worldwide create an uncertain global
environment for U.S. state and local governments and related
entities in the near term. As severe limitations on economic
activity only began very recently, most state governments' (the
primary source of K-12 education funding) fiscal and economic data
do not reflect any credit impairment. Material changes in revenues
and expenditures are occurring across the country and are likely to
worsen in the coming weeks and months as economic activity suffers
and public health spending increases. Fitch's ratings are forward
looking, and Fitch will monitor developments in state and local
governments as a result of the virus outbreak as they relate to
severity and duration, and incorporate revised expectations for
future performance and assessment of key risks.

In its baseline scenario, Fitch assumes sharp economic contractions
to hit major economies in 1H20 at a speed and depth unprecedented
since World War II. Sequential recovery is projected to begin from
3Q20 onward as the health crisis subsides after a short but severe
global recession. GDP is projected to remain below the 4Q19 level
until mid-2022.

Beginning on March 17, all Florida public K-12 school campuses were
closed and will continue distance learning for the remainder of the
2019-2020 academic year. Florida's school districts and charter
schools have worked with the Florida Department of Education to
operationalize their distance learning plans by March 30. Schools
will receive their full allocation of funding, and therefore, staff
and contractors can be paid fully, through June 30, 2020, as though
there was no disruption in education. In addition, the FDOE
announced that K-12 school grades will not be calculated for
2019-2020 and schools in turnaround may continue their current
status for 2020-2021 to avoid disruption to school leadership and
operations.

On a consolidated basis, management is expecting fiscal 2020
results to be positive, although lower than the original $368,000
budgeted positive operating surplus. Variances against fiscal 2020
budgeted amounts are due to compensation increases at Renaissance
Charter School at St. Lucie and North Broward Academy of
Excellence, lower enrollment at Duval Charter Scholars Academy, and
additional special education resources and related staff. In
addition, Renaissance Charter School at St. Lucie incurred
incremental and unbudgeted compensation costs to match referendum
funds earmarked for teacher salaries at Miami-Dade and St. Lucie
School Districts.

Management is currently budgeting multiple scenarios for fiscal
2021 in case of cuts to the Florida Education Finance Program
funding levels. Management has indicated that, in the event there
are cuts to funding, schools will adopt agile, conservative and
essential approaches to their budgets. This entails revisiting
process efficiencies, methods of service delivery, managing timing
and quantities of procurement items, delaying non-essential
expenditures and streamlining high-cost program initiatives. All
schools have already identified expenses to be held back in the
event that there is a reduction in funding with a minimum holdback
in compensation. Overall, identified expenditure cuts so far total
5% of each school's budgeted operating expenditures.

Revenue Defensibility

The schools' midrange revenue defensibility is supported by healthy
enrollment trends and solid academic scores at five of the six
schools. Typical of the charter school sector, revenue
defensibility is limited by the inability to raise revenue as the
schools' main revenue source is derived from per-pupil revenue from
the state.

Academic results for 2019 at five of the six schools were
comparable or above statewide medians and have helped support
relatively stable enrollment at or close to each schools'
charter-authorized capacity. One school, Duval Charter Scholars
Academy, has received a 'C' on its academic report card over the
past five years and has had modest enrollment declines over that
time, operating well below the school's capacity. Nonetheless,
after receiving a three-year charter renewal in 2015, the school's
charter was reauthorized in 2018 for a five-year term. Management
does anticipate enrollment to improve at Duval, and the school's
non-existent waitlist and poor academic results may limit further
enrollment increases.

Waitlists for three of the six schools have been satisfactory over
recent years, at over 10% of enrollment, and have helped support
demand flexibility, while two of the schools have more limited
demand flexibility with waitlists below 10%. Duval Charter Scholars
Academy has not had a waitlist over the past four academic years.

The impact of the coronavirus pandemic on school funding is not
clear at this time; however, Fitch expects state school funding,
starting in fiscal 2021, to be significantly affected by the
coronavirus mitigation efforts on state revenues. Over the longer
term, Fitch believes Florida's revenues would resume growth at a
pace that is above the rate of inflation but below U.S. economic
performance. The base level of Florida Education Finance Program
(FEFP) funding has been variable in recent history, although the
state has increased per-pupil aid by 1% to 4% for the past six
fiscal years.

Operating Risk

Fitch considers the schools' operating risk to be midrange
considering the schools' low fixed carrying costs and flexibility
to control other expenditures. The schools have well-identified
cost drivers, largely teacher salaries and fringe benefits, which
Fitch considers to have relatively low potential volatility.

Adequate expenditure flexibility is provided by management's strong
degree of control in managing labor costs and headcount, which are
not governed by multiyear contractual agreements or collective
bargaining. The schools' fixed costs for transactional maximum
annual debt service are moderate at approximately 13% of
expenditures in 2019. The schools do not participate in a pension
plan. Management does, however, face some practical limitations on
its ability to control expenditures. Most importantly, the schools
are limited in their ability to reduce teacher headcount, since
doing so could impair the schools' academic performance and
potentially reduce student demand. Fitch recognizes that management
can freeze salaries and reduce some other costs in a recessionary
period, supporting the midrange operating risk assessment.

Management reports that it has planned approximately $2.2 million
in capital expenditures in fiscal 2021 across three of the schools.
The source of funds for these projects has not yet been
determined.

Financial Profile

The schools' leverage is consistent with a 'b' assessment given the
schools' midrange revenue defensibility and operating risk
assessments.

To evaluate the financial profile of the schools, Fitch uses the
consolidated financials provided in the series 2010 annual reports.
The 'b' financial profile assessment incorporates weak operating
margins, slim cash levels and moderately elevated leverage. Net
debt to cash flow available for debt service has ranged between
7.0x and 9.0x over the past five years. During this period, CSUSA
also waived its management fee and contributed between $800,000 and
$1.25 million annually of financial support to Duval Charter
Scholars Academy. Adjusting the consolidated financials for CSUSA's
annual contributions, leverage metrics ranged between 8.0x and
10.0x.

While the impact of the coronavirus pandemic on school funding is
not clear at this time, Fitch expects state per-pupil revenues to
decline from fiscal 2020 levels. Therefore, Fitch's base case
assumes revenues will experience a sharp decline in year one but
begin to gradually recover in years two and three. Fitch expects
current enrollment levels to remain constant over the scenario
period and that CSUSA continues to waive its management fee and
provide contributions to Duval Charter Scholars Academy in an
amount consistent with 2019 levels. Fitch also expects that
management will take prudent action in year one to lower
expenditures in light of the revenue declines and subsequently hold
the overall level of spending flat in year two, with 2% growth in
year three as revenues recover. In addition, Fitch assumes that all
planned capital expenditures identified in 2021 occur in year one
of the scenario.

In this scenario, leverage metrics increase significantly in year
one as CFADS declines considerably compared to the prior year.
Leverage metrics start to improve in year two and continue into
year three as margins begin to recover and cash flow improves. Use
of unrestricted cash to cover deficits also results in a lower
liquidity cushion, but cash is not depleted and Fitch would expect
these levels to be rebuilt once balanced operations are restored.
By year three of the scenario period, leverage metrics remain
elevated but return to levels more consistent with prior years.

As described in Fitch's U.S. Public Finance Charter School Rating
Criteria, Fitch's stress case utilizes the Fitch Analytical Stress
Test Model - State & Local Governments to determine the impact of a
typical recession on revenues assuming constant enrollment. As
referenced in the current developments section, Fitch has revised
the FAST GDP and CPI parameter inputs to align with the most recent
changes to Fitch's company-wide common scenarios. While the output
derived from FAST is not a forecast, it does provide estimates of
possible revenue behavior in a downturn, based on historical
revenue performance. As such, Fitch has incorporated FAST results,
along with analytical judgement, to develop the stress case. The
stress case incorporates similar assumptions as the base case but
assumes a much deeper decline in per-pupil revenues than the base
case. Net debt to CFADS increases considerably in year one of this
scenario due to the evaporation of CFADS. Leverage and liquidity
metrics in years two and three of the stress scenario follow a
similar trajectory as the base case, but at a more elevated level
and are consistent with a 'b' financial profile assessment.

Fitch recognizes that management may take more significant actions
than what is currently reflected in its base and stress cases to
support school operations and debt service coverage levels, such as
those currently being deployed at Duval Charter Scholars Academy.

Asymmetric Additional Risk Considerations

On a consolidated basis, liquidity remains weak at less than 30% of
annual expenditures.

Criteria Variation

None

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

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).


RESORT LEGAL: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: Resort Legal Team, Inc.
        9340 W. Martin Ave. Ste. 201
        Las Vegas, NV 89148

Business Description: Resort Legal Team, Inc. represents a network
                      of attorneys assisting clients cancelling
                      their timeshare contracts.

Chapter 11 Petition Date: June 16, 2020

Court: United States Bankruptcy Court
       District of Nevada

Case No.: 20-12881

Judge: Hon. August B. Landis

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID WINTERTON & ASSOCIATES, LTD
                  7881 W. Charleston Blvd.
                  Suite 220
                  Las Vegas, NV 89117
                  Tel: 702-363-0317
                  Email: autumn@davidwinterton.com

Total Assets: $1,335,783

Total Liabilities: $364,093

The petition was signed by Albret Trevino, president.

A copy of the petition containing, among other items, a list of the
Debtor's seven unsecured creditors is available for free at
PacerMonitor.com at:

                      https://is.gd/c7BjHZ


RILEY DRIVE ENTERTAINMENT: Exclusivity Period Extended to Aug. 12
-----------------------------------------------------------------
Judge Dale Somers of the U.S. Bankruptcy Court for the District of
Kansas extended the periods during which only Riley Drive
Entertainment XIX, LLC can file and solicit acceptances for their
Chapter 11 plan to Aug. 12 and Sept. 11, respectively.

The company's deadline for filing a disclosure statement and
Chapter 11 plan is correspondingly reset for Aug. 12.

Riley Drive requested the extension in order to maintain a
framework conducive to an orderly, efficient and cost-effective
confirmation process. The court found that the company has
completed the initial phase of its Chapter 11 proceeding and
established a stable basis for ongoing business operations in a
budget previously acknowledged by creditors without dissent.  In
addition, the company has filed an objection and is analyzing the
validity of the secured claim filed by Landmark National Bank in
advance of the formulation of a plan of reorganization. Currently,
the company is commencing the long-range financial analysis
necessary for the formulation of a feasible plan and will engage in
discussions with the creditors towards that end.

                About Riley Drive Entertainment XIX

Riley Drive Entertainment XIX, LLC, a privately held company that
owns and operates restaurants, filed a voluntary Chapter 11
petition (Bankr. D. Kan. Case No. 20-40046) on Jan. 15, 2020.  In
the petition signed by Scott William Anderson, LLC, managing
member, Debtor estimated $100,000 to $500,000 in assets and $1
million to $10 million in liabilities.  Judge Dale L. Somers
oversees the case.  Adam M. Mack, Esq., at Mack & Associates, LLC,
is Debtor's legal counsel.


RM BAKERY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: RM Bakery LLC
        220 Coster St.
        Attn: Mark Rimer
        Bronx, NY 10474

Business Description: RM Bakery LLC owns and operates a bakery
                      business.  Visit https://www.leavenco.nyc
                      for more information.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Southern District of New York

Case No.: 20-11422

Debtor's Counsel: David H. Hartheimer, Esq.
                  MAYERSON & HARTHEIMER, PLLC
                  845 3rd Ave Fl 11 11th Floor
                  New York, NY 10022-6601
                  Tel: (646) 778-4381
                  E-mail: david@mhlaw-ny.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Rimer of BKD Group LLC, its
managing member.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors at the time of the filing.

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

                      https://is.gd/BfQ1JZ


RUBIE'S COSTUME: Seeks to Hire BDO USA as Financial Advisor
-----------------------------------------------------------
Rubie's Costume Company, Inc., and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to hire BDO USA, LLP as their financial advisor.

Rubie's Costume requires BDO USA to:

     a. assist in Bankruptcy proceedings and preparation of any
necessary court filings, including but not limited to:

        i. Schedules of Assets and Liabilities,

       ii. Statements of Financial Affairs,

      iii. Monthly operating reports;

     b. prepare and support for motions filed as part of the
Chapter 11 proceeding;

     c. assist the Debtors with information and analyses required
pursuant to the Debtors' use of cash collateral and
Debtor-In-Possession financing including, but not limited to,
preparation for
hearings regarding same;

     d. assist with implementation, execution, and monitoring of
any restructuring or liquidation plan;

     e. perform and provide analysis of facilities and evaluation
of potential lease rejections;

     f. perform and provide advisory assistance in connection with
the development and implementation of any key employee retention or
incentive plan and other critical employee benefit programs.

     g. assist the Debtors with respect to the identification of
core business assets and the disposition of assets or liquidation
of unprofitable operations;

     h. assist with the identification of executory contracts and
leases and performance of cost/benefit evaluations with respect to
the affirmation or rejection of each;

     i. provide assistance regarding the evaluation of the present
level of operations and identification of areas of potential cost
savings, including overhead and operating expense reductions and
efficiency improvements;

     j. assist in the preparation of financial information for
distribution to parties-in-interest and others, including, but not
limited to: cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, projections associated with business plans, and analysis
of proposed transactions and/or Plan of Reorganization, and
Liquidation Analysis for which Court approval is sought;

     k. update and monitor 13-week cash flow forecast, including
budget versus actual variances;

     l. assist with budgeting and forecasting, assess solvency, and
model forward financial position;

     m. assist with any discussions with potential investors, banks
and secured lenders, any official committee(s) appointed in these
chapter 11 cases, the U.S. Trustee, other parties in interest and
professionals hired by the same, as requested;

     n. analyse creditor claims by type, entity and individual
claim;

     o. assist in the preparation of information and analysis
necessary for any motions to be filed in the Chapter 11
proceeding;

     p. provide assistance with the evaluation and analysis of
avoidance actions, including fraudulent conveyances and
preferential transfers;

     q. provide expert testimony in Bankruptcy Court, as needed,
and

     r. assist with other work as requested by the Company and
agreed to by BDO.

The firm's hourly rates are:

     Partner/Managing Director   $495-$795
     Director/Senior Manager     $375-$550
     Manager/Vice President      $325-$460
     Senior Associate            $200-$350
     Associate                   $150-$225

BDO USA will also be reimbursed for work-related expenses incurred.
The firm holds a $85,000 retainer.

David Berliner, a partner at BDO USA, assured the court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

BDO USA can be reached at:

     David Berliner, CPA
     BDO USA, LLP
     100 Park Avenue
     New York, NY  10017
     Phone: 212-885-8000
     Fax: 212-697-1299

              About Rubie's Costume

Rubie's Costume Company Inc. is a distributor, manufacturer and
designer of costume and party-related accessories that serve over
2,000 retail accounts.  It also maintains licensing partnerships
with top studios, like Nickelodeon, Warner Bros, Lucasfilm, Marvel,
and Disney for products inspired by WWE, Ghostbusters, Stranger
Things, DC Comics, JoJo Siwa, Harry Potter, Star Wars and many
more.

Rubie's Costume Company and its affiliates sought Chapter 11
protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30,
2020.  The Hon. Alan S. Trust is the case judge.   

Rubie's Costume was estimated to have $100 million to $500 million
in assets and $50 million to $100 million in liabilities as of the
filing.

The legal counsel of Rubie's include Meyer, Suozzi, English &
Klein, P.C. and Togut, Segal & Segal LLP.  BDO USA, LLP is the
company's restructuring advisor and SSG Capital Advisors LLC is its
investment banker.  Kurtzman Carson Consultants is the claims
agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020.


RUBIE'S COSTUME: Seeks to Hire SSG Advisors as Investment Banker
----------------------------------------------------------------
Rubie's Costume Company, Inc., and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to hire SSG Advisors, LLC as their investment banker.

Rubie's Costume requires SSG Advisors to:

     a. prepare an information memorandum describing the Debtors,
or any part thereof, as applicable, its historical performance and
prospects, including existing contracts, patient census
information, medical services offered, medical, nursing and staff
information, management and anticipated financial results of the
Debtors;

     b. assist the Debtors in developing a list of suitable
potential buyers for specific assets of the Debtor who will be
contacted on a discreet and confidential basis after approval by
the Debtors;

     c. assist the Debtors in compiling a data room of any
necessary and appropriate documents related to the Sale;

     d. coordinate the execution of confidentiality agreements for
potential buyers wishing to review the information memorandum;

     e. assist the Debtors in coordinating site visits for
interested buyers and work with the management team to develop
appropriate presentations for such visits;

     f. solicit competitive offers from potential buyers;

     g. advise and assist the Debtors in structuring the Sale and
negotiating the Sale agreements, including, without limitation,
advising and negotiating with respect to Sale structures that
include, as may be necessary or desirable, licenses or assignments
of intellectual property and leasing arrangement of GME/IME
caps/slots; and

     h. otherwise assist the Debtors, its attorneys and
accountants, as necessary, through closing on a best efforts
basis.

SSG Advisors will be paid as follows:

     (a) Initial Fee: An initial fee equal to $75,000 due upon
signing the Engagement Agreement. Fifty percent (50 percent) of the
Initial Fee shall be credited against a Transaction Fee.

     (b) Monthly Fees: Monthly fees of $25,000 per month payable
beginning June 1, 2020 and on the first of each month thereafter
throughout the Engagement Term. Fifty percent of the Monthly Fees
shall be credited against a Transaction Fee.

     (c) Financing Fee: Upon the closing of a Financing Transaction
to any party, SSG shall be entitled to a fee payable in cash, in
federal funds via wire transfer or certified check, at and as a
condition of closing of such Financing equal to 1.0 percent of any
Senior Debt raised from any financing source, including senior
revolver and term loans, plus 3.0 percent of any Tranche B,
Traditional Subordinated Debt, or Equity raised regardless of
whether the Debtors chose to draw down the full amount of the
Financing. Notwithstanding the foregoing, in the event that HSBC
Bank, USA, National Association, or any affiliate thereof (HSBC),
or Bank Leumi, or any affiliate  thereof (Bank Leumi), provide any
funds in connection with a Financing Transaction, the Financing Fee
on such funds provided by HSBC and Bank Leumi shall be reduced by
50 percent.

Notwithstanding the foregoing, SSG shall not be entitled to any
Financing Fee related to capital, financing, or guaranty from Marc
Beige or Howard Beige, or any member of the Beige family, or any
trust associated with the Beige family, or any government economic
assistance program.

However, in the event SSG delivers to the Debtors one or more term
sheets for a Financing and the existing lender group renews its
existing credit facility on better terms than current exists, then
SSG will be entitled to a Financing Fee of $500,000.

     (d) Sale Fee: Upon the consummation of a Sale Transaction to
any party, other than as set forth below, SSG shall be entitled to
a fee, payable in cash, in federal funds via wire transfer, or
certified check, at and as a condition of closing of such Sale,
equal to the greater of (a) $600,000 or (b) 1.75 percent of Total
Consideration.

In the event that the Debtors determine to terminate the Sale
process and move to an orderly wind-down of their assets, then
SSG's Sale Fee shall be $250,000.

     (e) Expenses: In addition to the foregoing Initial Fee,
Monthly Fee, and Transaction Fees noted above, whether or not a
Transaction is consummated, SSG will be entitled to reimbursement
for all of SSG's reasonable out-of-pocket expenses incurred in
connection with the subject matter of this Engagement Agreement up
to a cumulative cap of $10,000 and thereafter, upon the Debtors'
approval.

J. Scott Victor, managing director of SSG Advisors, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

SSG Advisors can be reached at:

     J. Scott Victor
     SSG ADVISORS, LLC
     300 Barr Harbor Drive
     West Conshohocken, PA 19428
     Tel: (610) 940-1094

              About Rubie's Costume

Rubie's Costume Company Inc. is a distributor, manufacturer and
designer of costume and party-related accessories that serve over
2,000 retail accounts.  It also maintains licensing partnerships
with top studios, like Nickelodeon, Warner Bros, Lucasfilm, Marvel,
and Disney for products inspired by WWE, Ghostbusters, Stranger
Things, DC Comics, JoJo Siwa, Harry Potter, Star Wars and many
more.

Rubie's Costume Company and its affiliates sought Chapter 11
protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30,
2020.  The Hon. Alan S. Trust is the case judge.   

Rubie's Costume was estimated to have $100 million to $500 million
in assets and $50 million to $100 million in liabilities as of the
filing.

The legal counsel of Rubie's include Meyer, Suozzi, English &
Klein, P.C. and Togut, Segal & Segal LLP.  BDO USA, LLP is the
company's restructuring advisor and SSG Capital Advisors LLC is its
investment banker.  Kurtzman Carson Consultants is the claims
agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020.


RUTABAGA CAFE: Hires Professional Management as Accountant
----------------------------------------------------------
Rutabaga Cafe/Soiree Catering, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Florida to employ
Professional Management Systems, Inc., as accountant to the
Debtor.

Rutabaga Cafe requires Professional Management to:

   a. give the Debtors financial and accounting advice with
      respect to its powers and duties as Debtor-in-Possession
      and with respect to the continued management of its
      property;

   b. prepare necessary applications answers, reports, and other
      financial papers;

   c. prepare operating reports and financial projections
      regarding the administration of the Debtor's estate;

   d. take any and all necessary action instant to the proper
      preservation and administration of the estate;

   e. perform all other accounting and financial services for the
      Debtor's which may be necessary in the bankruptcy
      proceedings.

Professional Management will be paid at these hourly rates:

     Accounting services              $65
     Bookkeeping                      $30

Professional Management will also be reimbursed for reasonable
out-of-pocket expenses incurred.

George Evans, partner of Professional Management Systems, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Professional Management can be reached at:

     George Evans
     Professional Management Systems, Inc.
     4590 Coach Lane
     Chipley, FL 32428
     Tel: (850) 441-2000
     Fax: (866) 401-5685

                About Rutabaga Cafe/Soiree Catering

Rutabaga Cafe/Soiree Catering, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40586) on
Nov. 6, 2018. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of less than $50,000.
The case is assigned to Judge Karen K. Specie. Charles M. Wynn Law
Offices, PA, is the Debtor's counsel.



RYAN ESTATES: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Ryan Estates, LLC
                20253 Wadena Road
                Apple Valley, CA 92308

Case Number: 20-14172

Involuntary Chapter 11 Petition Date: June 16, 2020

Court: United States Bankruptcy Court
       Central District of California

Judge: Hon. Mark D. Houle

Petitioners' Counsel: Raymond H. Aver, Esq.
                      LAW OFFICES OF RAYMOND H. AVER, APC
                      10801 National Boulevard, Suite 100
                      Los Angeles, CA 90064
                      Tel: (310) 571-3511
                      Email: ray@averlaw.com

  Petitioners                  Nature of Claim   Claim Amount
  -----------                  ---------------   ------------
  Jayshree Shah                   Loan (Plus         $302,800
  830 Featherwood Drive            Interest
  Diamond Bar, CA 91765

  Mary J. Hilyard                 Legal Fees         $32,450
  22647 Ventura Boulevard
  Suite 323
  Woodland Hills, CA 91364

  Sandhya Gandhi                  Breach of          $150,000
  14 Via Cancha                   Contract
  San Clemente, CA 92673

   Niki Alexander Shetty          Breach of          $170,000
   20631 Ventura Boulevard        Contract
   #301
   Woodland Hills, CA 91364

A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:

                        https://is.gd/pK8p3T


SHAWNEE CONSTRUCTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Shawnee Construction, LLC
        6630 Corporation Parkway, Suite 210
        Fort Worth, TX 76126

Business Description: Shawnee Construction, LLC --
                      https://www.shawneeconstructionllc.com -- is

                      a provider of horizontal directional
                      drilling services.

Chapter 11 Petition Date: June 16, 2020

Court: United States Bankruptcy Court
       Northern District of Texas

Case No.: 20-42072

Debtor's Counsel: David Ritter, Esq.
                  RITTER SPENCER PLLC
                  15455 Dallas Parkway, Suite 600
                  Addison, TX 75001
                  Tel: (214) 295-5078
                  E-mail: dritter@ritterspencer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Van Weezel, president.

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

                       https://is.gd/ngI5vh


SKILLSOFT CORPORATION: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Skillsoft Corporation
             300 Innovative Way, Suite 201
             Nashua, New Hampshire 03062

Business Description:     Skillsoft Corporation --
                          https://www.skillsoft.com -- is a global
                          enterprise software and technology
                          provider of (i) learning content
                         (including courses, videos, books, and
                          other learning assets) that supports
                          learning, performance, and success; (ii)
                          an intelligent learning experience
                          platform designed to engage modern
                          learners via a consumer-led experience
                          to accelerate learning; and (iii) a
                          talent development technology platform
                          that supports an organization's talent
                          acquisition, learning management, and
                          talent management.  The Company was
                          founded in 1989 as a private Irish
                          Company.  The Company's North American
                          headquarters are located in Nashua, New
                          Hampshire, and the Company operates in
                          11 countries.

Chapter 11 Petition Date: June 14, 2020

Court:                    United States Bankruptcy Court
                          District of Delaware

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

     Debtor                                      Case No.
     ------                                      --------
     Skillsoft Corporation (Lead Case)           20-11532
     SumTotal Systems LLC                        20-11533
     Amber Holding Inc.                          20-11534
     MindLeaders, Inc.                           20-11535
     Accero, Inc.                                20-11536
     CyberShift, Inc.                            20-11537
     CyberShift Holdings, Inc.                   20-11538
     SSI Investments I Limited                   20-11539
     Pointwell Limited                           20-11540
     SSI Investments II Limited                  20-11541
     SSI Investments III Limited                 20-11542
     Skillsoft Limited                           20-11543
     Skillsoft Ireland Limited                   20-11544
     ThirdForce Group Limited                    20-11545
     Skillsoft U.K. Limited                      20-11546
     Skillsoft Canada, Ltd.                      20-11547

Debtors' Counsel:         Gary T. Holtzer, Esq.
                          Robert J. Lemons, Esq.
                          Katherine T. Lewis, Esq.
                          WEIL, GOTSHAL & MANGES LLP
                          767 Fifth Avenue
                          New York, New York 10153
                          Tel: (212) 310-8000
                          Fax: (212) 310-8007
                          Email: gary.holtzer@weil.com
                                 robert.lemons@weil.com
                                 katherine.lewis@weil.com

                            - and -

                          WILLIAM FRY
                          2 Grand Canal Square
                          Dublin 2, Ireland

Debtors'
Local
Counsel:                  Mark D. Collins, Esq.
                          Amanda R. Steele, Esq.
                          Christopher M. De Lillo, Esq.
                          RICHARDS, LAYTON & FINGER, P.A.
                          One Rodney Square
                          920 N. King Street
                          Wilmington, Delaware 19801
                          Tel: (302) 651-7700
                          Fax: (302) 651-7701
                          Email: collins@rlf.com
                                 steele@rlf.com
                                 delillo@rlf.com

Debtors'
Financial
Advisor:                  ALIXPARTNERS, LLP
                          909 Third Avenue, New York
                          New York 10022

Debtors'
Investment
Banker:                   HOULIHAN LOKEY CAPITAL, INC.
                          10250 Constellation
                          Boulevard, 5th Floor
                          Los Angeles, California 90067

Debtors'
Claims,
Noticing &
Solicitation
Agent and
Administrative
Advisor:                  KURTZMAN CARSON CONSULTANTS LLC
                          222 N. Pacific Coast Highway
                          3rd Floor
                          El Segundo, California 90245
                          https://www.kccllc.net/skillsoft

Estimated Assets
(on a consolidated basis): $1 billion to $10 billion

Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion

The petitions were signed by John Frederick, chief administrative
officer.

A copy of Skillsoft Corporation's petition is available for free
at PacerMonitor.com at:

                       https://is.gd/eQ2lsR

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Microsoft Licensing, GP           Trade Debt         $3,639,085
Dept 842467
1950 N. Stemmons Fwy, Ste 5010
Dallas, TX 75207
United States of America
Attn: Ronnie Regencia
Phone: +1-775-823-5600
Email: MSCREDIT@microsoft.com;
v-rorege@microsoft.com

2. C Space                           Trade Debt         $1,018,241
290 Congress St
7th Floor
Boston, MA 02210
United States of America
Attn: Nichole Elias
Tel: +1-617-316-4000
Email: nelias@cspace.com

3. ZK Technology LLC                 Trade Debt           $643,650
201 Circle Drive North
Suite 116
Piscataway, NJ 08854
United States of America
Attn: Luisa Martinez
Tel: +1-732-412-6007
Email: luisa@zktechnology.com

4. Saltwater Collective LLC          Trade Debt           $576,750
40 Congress St
5th Floor
Portsmouth, NH 03801
United States of America
Attn: Melissa Sherman
Tel: +1-603-964-1100
Email: melissa@saltwaterco.com

5. LLW Consulting Inc.               Trade Debt           $478,061
112 Park Street
Fredericton, NB E3A 2J5
Canada
Attn: Wade Flowers
Tel: +1-506-261-4998
Email: wade@llwinc.com

6. John Wiley & Sons, Inc.             Royalty            $465,622
111 River Street
Hoboken, NJ 07030
United States of America
Attn: Kristin Kliemann
Tel: +1-201-748-6000
Email: kbrooke@wiley.com;
bfinnel@wiley.com;
kkliemann@wiley.com;
rightsrequests@wiley.com

7. Laragh Holdings Ltd               Trade Debt           $415,777
Brownstown House
Johnswell Road
Kilkenny
Ireland
Attn: Tom Oneil
Tel: +353 56-781-6486
Email: tomo@laragh.com

8. NIIT (Ireland) Limited            Trade Debt           $317,177
6th Floor
2 Grand Canal
Dublin 2
Ireland
Attn: Shivam Kumar
Tel: +44 (0) 158-280-5920
Email: Shivam.Kumar@niit.com;
Sanjay.Sisodia@niit.com

9. Imarc LLC                         Trade Debt           $313,035
21 Water Street, #101
Amesbury, MA 01913
United States of America
Attn: Lauren Buzzell
Tel: +1-978-462-8848
Email: laurenbuzzell@imarc.com

10. Presidio Networked               Trade Debt           $311,125
Solutions, Inc.
10 Sixth Road
Woburn, MA 01801
United States of America
Attn: Gina Kenney
Tel: +1-781-638-2327
Email: gkenney@presidio.com

11. Lionbridge                       Trade Debt           $254,585
3 West Pier Business Campus
Dun Loaghaire
Dublin, A96 A621
Ireland
Attn: Bronagh Doyle
Tel: +353 1-2021200
Email: Bronagh.Doyle@lionbridge.com

12. EdutainmentLIVE LLC                Royalty            $237,700
7525 NW 4th Blvd Ste 10
Gainesville, FL 32607
United States of America
Attn: Peter
Tel: +1-352-600-6906
Email: peter@itpro.tv

13. Loonycorn Quant Media Pvt Ltd    Trade Debt           $234,420
A-1102, Mantri Espana
Bellandur Bangalore, 560 103
India
Attn: Janani Ravi, Director
Email: Janani.ravi@gmail.com

14. Pinnacle Technology Partners Inc Trade Debt           $233,106
83 Morse Street
Unit 6B
Norwood, MA, 02062
Attn: Dan Lattuada
Tel: +1-617-297-9670
Email: dlattuada@ptp.cloud

15. Aqueduct Technologies Inc        Trade Debt           $232,607
10 Post Office Square
Boston, MA 02109
United States of America
Attn: Gretchen Turner
Tel: +1-617-221-3570
Email: AR@aqueducttech.com

16. The Cresston Company             Trade Debt           $221,323
147 Old Solomons Island Rd
Suite 302
Annapolis, MD 21401
United States of America
Attn: Shelly Denton
Tel: +1-410-457-7279
Email: Shelly@compasslanguages.com

17. Jones Lang Lasalle               Trade Debt           $189,687
Styne House
Upper Hatch St
Dublin 2
Ireland
Attn: Paula Nalty
Tel: +353 1 673 1600
Email: paula.nalty@eu.jll.com

18. COMPRSA                          Trade Debt           $189,064
43-47 Leadwood Crescent, Fairview
Port Elizabeth
South Africa
Attn: Johan
Tel: +27 83-338-6418; +27 41-368-2299
Email: johan@comprsa.com

19. Forrester Research, Inc          Trade Debt           $164,000
25304 Network Place
Chicago, IL 60673-1253
United States of America
Attn: A. Clapp
Tel: +1-617-613-6030
Email: billing@forrester.com;
aclapp@forrester.com

20. Robert Webster                   Trade Debt           $158,707
100 Maple Street, Bldg B
Stoneham, MA 02180
United States of America
Attn: Gail Pelosi
Tel: +1-617-600-1292
Email: gpelosi@accutemp-eng.com;
gdoherty@accutemp-eng.com

21. Infopro Learning Inc.            Trade Debt           $150,162
103 Morgan Lane
Plainsboro, NJ 08536
United States of America
Attn: Ash Handa
Tel: +1-609-606-9020
Email: ash.handa@infoprolearning.com

22. Recorded Books, Inc.              Royalty             $141,606
270 Skipjack Road
Prince Frederick, MD 20678
United States of America
Attn: S. Bennett
Tel: +1-800-638-1304
Email: btether@recordedbooks.com;
sbennett@recordedbooks.com

23. Springer Science&Business Media   Royalty             $137,982
(Apress)
233 Spring St
New York, NY 10013
United States of America
Attn: Anthony Holmes
Tel: +1-212-460-1500
Email: anthonyholmes@apress.com

24. Enterprise DB Corporation        Trade Debt           $137,207
34 Crosby Drive
Suite 201
Bedford, MA 01730
United States of America
Attn: Aditya Raye
Tel: +1-781-357-3390
Email: aditya.raje@enterprisedb.com

25. McGraw-Hill Education, Inc.        Royalty            $122,811
2 Penn Plaza, 9th Floor  
New York, NY 10121
United States of America
Attn: James Pascale
Tel: +1-800-338-3987
Email: james.pascale@mheducation.com;
colleen.martin@mheducation.com

26. Manpower Group Public Sector     Trade Debt            $97,483
29973 Network Place
Chicago, IL, 60673-1299
United States of America
Attn: Fawn Whitney
Tel: +1-703-928-4641;
+1-703-245-9400
Email: fawn.whitney@experis.com

27. Bulletproof Solutions Inc.       Trade Debt            $89,353
25 Alison Blvd
Fredericton, NB E3C 2N5
Canada
Attn: Jennifer Wheaton
Tel: +1-506-452-8558
Email: jwheaton@bulletproofsi.com

28. The Training Associates          Trade Debt            $86,300
11 Apex Drive
Suite 202A
Marlborough, MA 01752
United States of America
Attn: Laurie VancerVliet
Tel: +1-800-241-8868
Email: LVanderVliet@TTACorp.com

29. LeanData Inc                     Trade Debt            $85,000
1175 Sonora Court
Sunnyvale, CA 94086
United States of America
Attn: Larry Cheng
Tel: +1-669-600-5676
Email: ar@leandatainc.com

30. Racepoint Global, Inc.           Trade Debt            $84,727
Attn: Lauren Williams
53 State St Floor 4
Boston, MA, 02109
Attn: Lauren Williams
Tel: +1-617-624-4117
Email: pchadwick@racepointglobal.com


STL RENAISSANCE: Winstead Represents Evan Richardson, 4 Others
--------------------------------------------------------------
In the Chapter 11 cases of STL Renaissance Properties, LLC, the law
firm of Winstead PC submitted a verified statement under Rule 2019
of the Federal Rules of Bankruptcy Procedure, to disclose that it
is representing Evan Richardson, Shawn Roberts, Laura Jo Stanzyk,
Chris Rodriguez, and Jordan Johnson.

STL Renaissance, debtor in the above-referenced bankruptcy case,
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
in this Court on January 30, 2020.

After the Petition Date, the Parties, who all knew each other both
socially and professionally prior to the Petition Date, contacted
Winstead regarding representation in this Case. Richardson is a
current client of Winstead. After the Petition Date, Richardson
contacted Winstead related to the Case and the potential
representation of Richardson and the Parties. Winstead was engaged
by the Parties in early April 2020.

The following information is provided, pursuant to Bankruptcy Rule
2019:

Evan Richardson
3301 Scenic Overlook Trail
Austin, Texas 78734
E-mail: evan.richardson@abbott.com
Tel: (512) 605-8454

* At least $1,089,356.00

Shawn Roberts
1350 Beverly Circle
Lucas, TX 75002
E-mail: shawn@ancillaryconsultants.com
Tel: (214) 770-7166

* At least $536,068.90

Laura Jo Stanzyk Roberts
1350 Beverly Circle
Lucas, TX
E-mail: lj@ancillaryconsultants.com
Tel: (214) 799-4817

* At least $290,414.88

Chris Rodriguez
15088 Barrie Dr.
Austin, TX 78734
E-mail: cmrodriguez123@gmail.com
Tel: (512) 921-4460

* At least $27,500.00

Jordan Johnson
19222 Boca Del Mar
San Antonio, TX 78258
E-mail: jordan.v.johnson@gmail.com
Tel: (210) 883-7835

* At least $132,696.00

Winstead represents only the Parties and does not represent or
purport to represent any entities other than the Parties in
connection with these Cases. In addition, the Parties do not claim
or purport to represent any other entity.

Upon information and belief formed after due inquiry, Winstead
holds no claim against, or interests in, the Debtor or its estate.
Winstead's Houston address is 600 Travis Street, Suite 5200,
Houston, Texas 77002. Winstead's Dallas address is 500 Winstead
Building, 2728 N. Harwood Street, Dallas, Texas 75201. Winstead's
Austin address is 401 Congress Avenue, Suite 2100, Austin, Texas
78701.

The Parties have received full disclosure of Winstead's
representation of the Parties in the Bankruptcy Cases, and the
Parties have consented to Winstead's joint representation. The
Parties have not formed a "committee," as that term is used in
Bankruptcy Rule 2019. Winstead reserves the right to amend and/or
supplement this statement as required by Bankruptcy Rule 2019.

Nothing contained in this Statement should be construed as (i) a
waiver or release of any claims against the Debtor; (ii) an
admission with respect to any fact or legal theory; or (iii) a
limitation upon, or waiver of, any of the Parties' right to file
and/or amend a proof of claim in accordance with applicable law and
any orders entered in this case establishing procedures for filing
proofs of claim or interests.

Winstead submits this Statement out of an abundance of caution, and
nothing herein should be construed as an admission that the
requirements of Bankruptcy Rule 2019 apply to Winstead's
representation of the Parties.

Counsel for Evan Richardson, Shawn Roberts, Laura Jo Stanzyk, Chris
Rodriguez, and Jordan Johnson can be reached at:

          WINSTEAD PC
          Sean B. Davis, Esq.
          Annmarie Chiarello, Esq.
          600 Travis Street
          Suite 5200
          Houston, TX 77002
          Telephone: (713) 650-8400
          Facsimile: (713) 650-2400
          E-mail: sbdavis@winstead.com
                  achiarello@winstead.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://is.gd/ZWxx1S

                About STL Renaissance Properties

STL Renaissance Properties, LLC, a company engaged in renting and
leasing real estate properties, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10144) on
Jan. 30, 2020.  At the time of the filing, the Debtor disclosed
assets of between $1 million to $10 million and liabilities of the
same range.  Judge Tony M. Davis oversees the case.  Jerome A.
Brown, Esq., at The Brown Law Firm is the Debtor's legal counsel.


SUSTAINABLE RESTAURANT: Hires Cable Huston as Special Counsel
-------------------------------------------------------------
Sustainable Restaurant Holdings, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Cable Huston LLP, as special counsel to the
Debtors.

Sustainable Restaurant requires Cable Huston to represent and
provide legal services in the litigation brought against it by
Kristofor Lofgren, captioned as Lofgren v. Cozzone et. al., U.S.
District Court, District of Oregon, Case No. 20-cv-00784-AC.

Cable Huston will be paid at these hourly rates:

     Partners              $375 to $400
     Associates            $250 to $300
     Paralegals               $200

The Debtor paid Cable Huston a retainer of $5,000.

Cable Huston will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Casey M. Nokes, partner of Cable Huston LLP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Cable Huston can be reached at:

     Casey M. Nokes, Esq.
     CABLE HUSTON LLP
     1455 SW Broadway, Suite 1500
     Portland, OR 97201
     Tel: (503) 224-3092

             About Sustainable Restaurant Holdings

Sustainable Restaurant Holdings was founded in 2008 together with
the launch of Bamboo Sushi, regarded as the world's first
sustainable sushi chain. In 2016,, it added quick-service poke
chain QuickFish. And in 2019, the company expanded in California by
opening the San Ramon location. It also has big plans of building
two more Bay Area restaurants, that include a waterfront Bamboo
Sushi on San Francisco's Embarcadero.

Sustainable Restaurant Holdings, Inc. and its debtor affiliates --
https://sustainablerestaurantgroup.com/ -- currently maintains 10
restaurants located in Oregon, Washington, Arizona, California, and
Colorado and operates under the "Bamboo Sushi" and "Quickfish"
brand names.

On May 12, 2020, Sustainable Restaurant Holdings and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
20-11087).

Sustainable Restaurant was estimated to have $10 million to $50
million in assets and $1 million to $10 million in liabilities as
of the bankruptcy filing.

The Debtors tapped KLEHR HARRISON HARVEY BRANZBURG LLP as legal
counsel; SSG ADVISORS, LLC, as investment banker; and GETZLER
HENRICH & ASSOCIATES LLC as restructuring advisor. OMNI AGENT
SOLUTIONS is the claims agent.



SWISSPORT FUELLING: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Debtor: Swissport Fuelling Ltd
                   Manor Park, Runcorn
                   Cheshire WA71TT
                   England

Business Description: Swissport Fuelling Ltd is an independent
                      provider of ground and cargo handling
                      services to the aviation industry.
                      http://www.swissport.com/

Foreign Proceeding:   In the High Court of Justice
                      Business and Property Courts of
                      England and Wales
                     
Chapter 15 Petition Date: June 12, 2020

Court: United States Bankruptcy Court
       District of Delaware

Case No.: 20-11524

Judge: Hon. Mary F. Walrath

Foreign Representative: Donald William Christo Mallon

Foreign
Representative's
Counsel:                Jeffrey Schlerf, Esq.
                        Fox Rothschild LLP
                        919 N. Market Street, Suite 300
                        Wilmington, DE 19801
                        Tel: (302) 654-7444
                        E-mail: jschlerf@foxrothschild.com

Estimated Assets: Unknown

Estimated Debts: Unknown


TAMPA BAY MARINE: Taps Holland & Knight as Special Counsel
----------------------------------------------------------
Tampa Bay Marine Towing & Service, Inc. received approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
Holland & Knight LLP as its special counsel.

Holland & Knight will provide representation in connection with
various causes of action against Sea Tow Services International,
Inc. and related contested matters.

The firm has agreed to an initial retainer in the amount of
$10,000.

Holland & Knight neither represents nor holds any interest adverse
to Debtor and its bankruptcy estate, according to court filings.

The firm can be reached through:

     Noel R. Boeke, Esq.
     Holland & Knight, LLC
     100 North Tampa Street, Suite 4100
     Tampa, FL 33602
     Tel: 813-227-8500
     Fax: 813-229-0134

              About Tampa Bay Marine Towing & Service

Tampa Bay Marine Towing & Service, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-01418) on Feb. 14, 2020, listing under $1 million in both assets
and liabilities.  Judge Caryl E. Delano oversees the case.
Blanchard Law P.A. represents Debtor as legal counsel.


TECH DATA: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating to Tech Data Corporation of 'BB+' with a Stable Outlook.
Fitch has also assigned a senior secured debt rating of
'BBB-'/'RR1' to the company's senior secured term loan and senior
secured last-out term loan facilities. Fitch's actions affect
approximately $2 committed debt.

KEY RATING DRIVERS

Covid-19 Impact: Fitch believes Tech Data is well positioned to
withstand the macro-economic headwinds caused by the pandemic due
to the company's counter-cyclical FCF profile, highly variable cost
structure and strong liquidity position. In response to COVID-19,
the company has continued to operate with nearly all of its global
workforce on work-from-home arrangements and substantially all
logistics centers open and functioning. During the quarter ended
April 30, 2020, Tech Data experienced a constant currency revenue
decline of only .7%, with EBITDA margins remaining nearly equal to
the prior year period, due to elevated demand for PCs related to
remote workforce enablement, offset by a decrease in sales to data
center markets and management's ongoing product portfolio trimming
efforts.

Fitch expects data center buildout activity to remain subdued while
the increased PC sales likely represented a partial pull-forward of
future demand, resulting in our forecast of mid- to high-single
digit revenue declines in FY21. However, Fitch believes the
company's robust cost-containment actions and highly variable cost
structure will facilitate strength in EBITDA margins resulting in a
minimal decline in total EBITDA. Fitch believes the company's
resilience during adverse economic environments is representative
of the strength in its credit profile.

Market Leadership and Scale: Tech Data is a leading IT distributor
that enables suppliers to expand access to fractured sources of
demand and optimize logistics while providing customers access to a
product portfolio consisting of over 150,000 hardware and software
offerings. The company maintains a number one market share in EMEA
and is number two in North America. Fitch believes Tech Data is
likely to sustain its leadership position due to its critical role
in generating sales for suppliers with over $150 million of orders
shipped daily, broad product portfolio, global distribution
footprint and increased access to emerging customer segments.

Significant FCF Scale: Fitch expects Tech Data to generate
consistent mid-cycle FCF margins of approximately 1% - 1.5%,
leading to FCF scale approaching $500 million per annum over the
forecast horizon. FCF is supported by minimal capital intensity
that Fitch expects to remain below .5%, in line with historical
levels. Fitch believes the high absolute scale of FCF is
representative of a strong credit profile.

Countercyclical FCF: Tech Data has been able to offset the impact
of past cyclical downturns by rapidly shrinking working capital,
particularly inventory, resulting in a counter-cyclical FCF
profile. During 2009 (FY10), the company experienced a revenue
decline of (8.2%). However, FCF margins expanded 130 bps from the
previous year to 2.3%, leading to over 100% growth in FCF to nearly
$515 million. Fitch expects the slowing demand environment that
began in 2019, followed by the additional pressures from the
coronavirus, will result in similarly improved FCF, which Fitch
forecasts will total nearly $500 million in aggregate through FY21.
Fitch believes the ability to sustain debt servicing capacity with
improved FCF through a downturn contributes positively to a stable
credit profile.

Variable Cost Structure: Tech Data's EBITDA margins have ranged
from 1.5% to 2.2% during the most recent four-year period, in line
with closest peer Ingram Micro but at the low end of Fitch's IT
Distributor coverage where Fitch calculates a median of 4.2%.
Despite the narrow profitability profile, Tech Data has
demonstrated a highly variable cost structure with approximately
two-thirds of SG&A costs made up of headcount. During the 2009
(FY10) downturn, the company reduced SG&A spend by 8%, nearly in
line with the decline in revenue, leading to EBITDA margin
expansion of 30 bps and 16.2% growth in total EBITDA, despite the
adverse economic conditions. Fitch believes the variable cost
structure enables Tech Data to sustain leverage metrics through a
cycle.

Uncommitted Financial Policies: Tech Data is pursuing an
acquisition by private equity sponsor, Apollo Global Management, in
a transaction that values the company at approximately $6 billion,
or 7.4x Fitch calculated April 31, 2020 LTM EBITDA. Fitch does not
expect the new ownership to commit to any formal financial policy
and cannot be certain of Apollo's leverage tolerance over the
ratings horizon. Fitch estimates initial pro forma leverage of 4.1x
and forecasts an increase to 4.5x by fiscal year-end 2021, pro
forma for estimated outstanding balances on the company's A/R
factoring facility and the currently contemplated transaction.
Fitch forecasts reduction in leverage to 3.5x over the ratings
horizon due to the absence of a commitment to prepay debt and a
modest EBITDA growth opportunity. Fitch-calculated leverage is well
above the 2.6x median and range of 2.0x - 3.0x maintained by 'BBB-'
rated IT Distributor Peers, Ingram Micro, Arrow Electronics, Avnet
and Anixter.

Constrained Pricing Power: The relative strength of suppliers
constrains pricing power and limits margin expansion opportunities
for Tech Data. Suppliers may opt switch distributors or to transact
directly with customers, reflecting the lower value-added nature of
the distribution business. Pricing power is also limited by the
relative bargaining power of suppliers with the company's top three
suppliers responsible for 36% of product dollar volume in FY20.
While margin expansion opportunities are limited compared to the
broader Technology sector, Fitch believes breadth of product
selection, global distribution capabilities and access to fractured
client segments uphold Tech Data's essential role.

Evolving Demand Environment: Emerging technology trends present
risks and opportunities that the company must successfully
navigate. Cloud software and hyper-converged infrastructure are
deflationary for overall hardware demand, but may present IT
distributors with new opportunities in services, software
distribution and "hardware-as-a-service." New sources of demand
from Automotive, Industrial and IoT present additional
opportunities to expand into new end-markets. Finally, customer
consolidation presents risks of reduced need for distributors as
clients go direct to vendors. Fitch views Tech Data as a likely
overall net beneficiary of these trends relative to peers given the
company's leading market position but notes that execution risks
are elevated.

DERIVATION SUMMARY

Tech Data is one of the world's largest IT distribution and
solutions companies, serving a critical role in the IT ecosystem by
enabling the world's leading technology vendors to access fractured
sources of demand. Tech Data serves one of the largest bases of
resellers throughout the Americas, Europe and Asia-Pacific.
Products are purchased directly from vendors in high volumes and
are marketed to an active reseller base of over 125,000 VARs,
direct marketers, retailers, corporate resellers and MSPs. The
company maintains a leading market share in Europe and a number two
position in the Americas region, behind Ingram Micro.

Tech Data is most directly comparable to direct competitor, Ingram
Micro, as well as Avnet, Arrow and Anixter given partial product
overlap and similar operating profiles for large distribution
businesses, all rated 'BBB-'. Fitch forecasts that the company's
EBITDA margins will remain largely in line with FY19 - FY20,
ranging 2.2%-2.4% over the forecast horizon, which is 50 bps above
Ingram Micro but below the 4.2% peer median. In addition, FCF
margins averaging 1% compare favorably to the long-term break-even
FCF of peers.

Fitch forecasts pro forma FY21 leverage of 4.5x well above the peer
average of 2.6x and typical range of 2.0x - 3.0x, due to
off-balance sheet A/R factoring facilities that Fitch consolidates
into its debt quantum. Fitch does not expect the company's new
ownership, PE firm Apollo Global Management, to commit to any
formal financial policy and cannot be certain of Apollo's leverage
tolerance over the ratings horizon. Fitch believes Tech Data has
little opportunity for deleveraging absent voluntary debt
prepayments, due to a limited EBITDA growth profile that results
from the relative strength of suppliers that constrains pricing
power and limits margin expansion opportunities.

The ability to tolerate higher leverage levels is supported by
strong financial flexibility, represented by the company's
counter-cyclical FCF profile. Tech Data has been able to offset the
impact of past cyclical downturns by rapidly shrinking working
capital, particularly inventory, resulting in a counter-cyclical
FCF profile. During 2009 (FY10), the company experienced a revenue
decline of (8.2%). However, FCF margins expanded 130 bps from the
previous year to 2.3%, leading to over 100% growth in FCF to nearly
$515 million. Fitch believes the ability to sustain debt servicing
capacity with improved FCF through a downturn contributes
positively to a stable credit profile.

The ratings reflect the company's leading market share position,
FCF scale, strong financial flexibility and countercyclical FCF
profile, and variable cost structure. Ratings constraints include
the absence of a reliable financial policy, company's narrow
operating margins, a limited margin expansion opportunity and
constrained pricing power. No country-ceiling, parent/subsidiary or
operating environment aspects impact the rating.

KEY ASSUMPTIONS

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

  -- Revenue: decline of 7.5% in FY21 due to slowing macro
environment resulting from coronavirus impact, declines in data
center spend and deceleration of elevated demand from enterprise
work-at-home initiatives; growth of 10% in FY22 as business
activity resumes, followed by organic growth 1.8% - 1.9% per annum
thereafter;

  -- Margins: EBITDA margin of 2.2% - 2.4% over the forecast
horizon due robust cost reduction programs, offset by narrow
fulfilment margins, low mix of value-added services, and the
company's constrained pricing power;

  -- Working Capital: Fitch calculated net working capital ranging
7% - 7.5% of revenue;

  -- CapEx: capital intensity .25%, above historical average of
.15%;

  -- Debt: Transaction financed as currently contemplated with a
$520 million draw on a newly issued $3 billion Asset Based RCF,
issuance of a $1.5 billion first lien Term Loan Term, and a $500
million last-out Asset Based Term Loan, followed by 1% amortization
per annum on term loan facilities and A/R factoring program
balances equal to 2% of revenue;

  -- M&A: Paused acquisition spend in FY21 and $150 million
acquisitions per annum thereafter.

  -- Buyout transaction by Apollo GlobaL Management closes as
currently contemplated.

RATING SENSITIVITIES

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

  -- Total Debt with Equity Credit/Operating EBITDA sustained below
3.0x;

  -- Total Gross Debt/ FCF sustained below 6.5x;

  -- Net Debt/ (CFO-Capex) sustained below 3.5x;

  -- FCF margins averaging greater than 2% through a cycle;

  -- Introduction of a formal financial policy with explicit
leverage targets.

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

  -- Total Debt with Equity Credit/Operating EBITDA sustained above
3.5x;

  -- Total Gross Debt/ FCF sustained above 7.5x;

  -- Net Debt/ (CFO-Capex) sustained above 4.0x;

  -- FCF margins averaging close to break-even through a cycle.

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

Strong Liquidity and Financial Flexibility: Tech Data's liquidity
is ample for the rating category. Pro forma for the considered
transaction terms, liquidity is expected to be supported by over
$250 million of cash and $2.5 billion of availability under the $3
billion ABL revolving credit facility. Tech Data typically
possesses over $8 billion in aggregate A/R and inventory,
suggesting that the borrowing base provides for significant
overcollateralization and full availability on the ABL facility.
Liquidity is further supported by FCF that Fitch forecasts will
approach $500 million per annum over the forecast horizon.

Fitch believes the company's counter-cyclical working capital
profile that results in improved FCF during a downturn provides
additional liquidity support during adverse macro environments. The
company may also access additional sources of liquidity, not
counted in in Fitch's calculation of liquidity, including
uncommitted A/R factoring facilities. The company's diversified
sources of liquidity provide significant operating flexibility with
no need to access capital markets in the next 24 months.

ESG CONSIDERATIONS

Tech Data has an ESG Relevance Score of 4 for Governance Structure
due to the pending acquisition by private equity sponsor Apollo
Global Management, who is assumed to be heavily biased in favor of
shareholder returns.

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 minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.

SOURCES OF INFORMATION

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

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.


TECH DATA: Moody's Assigns B2 CFR, Outlook Stable
-------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba3-PD Probability of Default Rating to Tech Data Corporation
(New) in conjunction with the debt funded acquisition by funds of
Apollo Global Management, Inc. As part of the rating actions,
Moody's assigned a Ba1 to the proposed ABL revolver and ABL term
loan, and a Ba2 to the first-in, last-out ABL term loan. The
outlook is stable.

Borrowings under the new debt facilities will be used to help fund
the $6.1 billion purchase by Apollo. The proposed transaction has
already received shareholder approval as well as regulatory
approvals in most regions and is expected to close by June 30,
2020, subject to regulatory approval in Australia. Completion of
the merger is not subject to a financing condition. Apollo Funds
have committed up to $3.75 billion of equity and financial
institutions have agreed to provide up to $2 billion in ABL term
loans and a $3.0 billion ABL revolver (partially drawn).

Its rating actions include the following assignments:

Issuer: Tech Data Corporation (New)

Corporate Family Rating -- Assigned Ba2

Probability of Default Rating -- Assigned Ba3-PD

Gtd Senior Secured ABL Revolver -- Assigned Ba1 (LGD3)

Gtd Senior Secured ABL Term Loan -- Assigned Ba1 (LGD3)

Gtd Senior Secured FILO Term Loan -- Assigned Ba2 (LGD4)

Senior Unsecured Notes -- Assigned B1 (LGD5)

Speculative Grade Liquidity Rating -- Assigned SGL-1

Outlook Actions:

Outlook -- Assigned Stable

Rating assignments remain subject to Moody's review of the final
transaction terms and conditions. Existing ratings for Tech Data
Corporation will be withdrawn at closing of the transaction. To the
extent any of Tech Data's existing unsecured notes remain
outstanding after the close, a multiple notch downgrade of the
unsecured rating is likely.

RATINGS RATIONALE

The Ba2 CFR reflects Tech Data's solid market position as a leading
global distributor of IT products, solutions, and services in
Europe and the Americas, with a small presence in Asia. Tech Data's
broad base of offerings will allow the company to benefit from
pockets of good demand, such as remote work and business continuity
solutions, which will partially offset the likelihood for overall
weak demand in the upcoming year. Moody's expects that, beyond the
global recession, revenue growth will be supported by long term
technology tailwinds including demand for IT solutions related to
digital infrastructure, cloud migration, security, data analytics,
Internet of Things, and 5G.

Nevertheless, disruptions caused by the COVID-19 pandemic on Tech
Data's global operations, supply chain, and customer demand are
likely to hamper operating performance. Over the next 12 months,
Moody's expects total revenue will decline in the high single to
low double-digit percentage range. "Operating margins of 1.7% -
1.8% (including Moody's standard adjustments) for the last two
fiscal years are at the highest level since Moody's initiated
ratings in December 2006; however, Moody's expects operating
margins could decline over the next 12 months reflecting
investments to achieve targeted costs reductions, lower revenues to
absorb fixed costs, and potential incremental spending related to
COVID-19 precautions including employee health and safety
measures," stated Carl Salas, Moody's Senior Credit Officer.

At closing of the acquisition, funded debt balances will increase
by roughly $1.2 billion to $2.6 billion resulting in estimated debt
to EBITDA of 4.3x (including Moody's standard adjustments, 3.5x
excluding a portion of off-balance sheet receivables financing).
Adjusted leverage could temporarily increase to the high 4x range
over the next couple of quarters as a result of the global
recession; however, Moody's expects Tech Data will generate over
$400 million of free cash flow over the next 12 months (more than
11% of adjusted debt), followed by adjusted EBITDA growth in
calendar 2021. Maintaining very good liquidity is critical given
adjusted operating margins of less than 2% and the need to manage
working capital swings throughout the year. There could be downward
pressure on Tech Data's ratings to the extent revenues remain
depressed beyond calendar 2020 in a scenario in which COVID-19 is
not contained.

"The Ba2 CFR is forward looking given credit metrics, including
leverage, are expected to be outside the range for the assigned
rating until the second half of calendar 2021," added Salas.
Nevertheless, the Ba2 recognizes that cash flows for Tech Data can
be countercyclical. In the 2009 economic downturn, annual revenues
declined by 8% in fiscal January 2010, but free cash flow increased
by more than 60% compared to fiscal 2008 and 2009 levels as reduced
working capital generated cash. To the extent revenue declines over
the next 12 months are steeper than expected, Moody's expects
reduced working capital requirements will similarly free up cash
allowing Tech Data to manage leverage and fund investments. Moody's
believes Tech Data is positioned to return to revenue growth and
1.7%-1.8% adjusted operating margins when overall IT demand
rebounds based on its leading position and scale with global reach.
In addition, Tech Data is targeting initial annual cost reductions
of $150 million, supported by increased centralization, expanded
automation, and consolidation of legacy IT systems, among other
initiatives.

Ratings incorporate Moody's expectation that Tech Data will
maintain disciplined financial policies, despite the absence of
maintenance or springing financial covenants based on leverage or
coverage ratios. Typical of ABL structures, the primary limitations
on debt advances is the borrowing base formula. As proposed,
Moody's views the primary limitation on restricted payments is the
requirement that excess availability under the borrowing base needs
to equal the greater of $375 million or 15% of the borrowing base
(equivalent to roughly $750 million at closing) pro forma for the
restricted payment.

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 Distribution
and & Supply Chain Services sectors have been affected by the shock
given their sensitivity to business demand and sentiment. More
specifically, the weaknesses in Tech Data's credit profile,
including its exposure to global economies have left it vulnerable
to shifts in market sentiment in these unprecedented operating
conditions and Tech Data 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.

Tech Data has reduced exposure to environmental risks as one of the
largest North American IT distributors. Geographic diversification
has improved, but revenues continue to be exposed to its three
largest partners, Apple, Cisco and HP Inc. Beyond these three
vendors, there is limited reliance on any single program. This
geographic and revenue diversity reduces risk in a scenario in
which a given program is impacted by an environmental event.
Governance risks are a key consideration given Tech Data's
ownership by financial sponsors and history of debt financed
acquisitions. Private equity ownership often leads to debt financed
M&A or distributions to enhance equity returns. Lack of public
financial disclosure and the absence of board independence are also
incorporated in Tech Data's credit profile.

Ratings incorporate Moody's views that Tech Data will have less
financial flexibility than its peers given Tech Data's all ABL debt
structure. In contrast, industry peers have debt instruments that
are largely unencumbered given no liens on the vast majority of
their liquid assets (receivables and inventory). Moody's recognizes
the revolver, term loan, and FILO term loan benefit from the 1st
lien ABL structure supported by a borrowing base of eligible
receivables and inventory; accordingly, Moody's assumes an above
average recovery in a distressed scenario.

The SGL-1 Speculative Grade Liquidity Rating indicates very good
liquidity with 11% or more adjusted free cash flow to debt over the
next 12 months and a minimum $1.7 billion of revolver availability
under the $3 billion facility. Outstanding balances under the new
credit facilities cannot exceed a borrowing base consisting of a
portion of eligible receivables (roughly 85% of total borrowing
base) and eligible inventory (roughly 15%). There are no financial
maintenance covenants, but when the borrowing base availability
decreases to less than the greater of 15% of the total base
(roughly $750 million at closing) or $375 million, the company must
maintain 1.0x fixed charges ratio (as defined); however, Moody's
does not consider this test to be effective given the company is
likely to be able to exceed the 1.0x coverage test even in a
downside scenario.

Moody's assumes access to at least 80% of the proposed $3 billion
revolver throughout the year given management estimates of the
historical and forward-looking borrowing base. As revenues and the
borrowing base grow beyond calendar 2020 but remain below 2019
levels, Moody's expects access in calendar 2021 to increase above
80%.

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

The stable outlook reflects Moody's expectation for sustained free
cash flow generation, despite revenue and EBITDA declines over the
next 12 months, allowing for debt reduction or investments.
Following the global recession, Moody's expects Tech Data will
return to low single digit percentage, organic top line growth
supported by long term demand for IT solutions geared towards the
digital transformation. Moody's expects benefits from initial cost
cuts targeting $150 million of savings will partially offset
pressure on operating margins from the global recession, eventually
leading to margin expansion and increasing free cash flow with
excess cash being applied to reduce debt balances. Moody's expects
the borrowing base to provide ample room for seasonal revolver
advances to manage working capital swings over the next 12 months.

Ratings could be upgraded if revenue and operating profits
demonstrate consistent growth as a result of market share gains,
improvements in product mix, or solid execution by management. In
addition, operating margins would need to be sustained above 2%
(Moody's adjusted) with consistent positive and growing free cash
flow and leverage approaching 2.75x debt to EBITDA (Moody's
adjusted). In addition, liquidity would need to be robust with
ample availability under the borrowing base, and Tech Data would
need to demonstrate adherence to disciplined financial policies.

Ratings could be downgraded if the impact of COVID-19 or heightened
competition from distributors, IT solutions providers, or
vendors/OEMs cause market share losses or incremental pricing
pressure. Ratings could also be downgraded if Moody's expects
adjusted debt to EBITDA will be sustained above 4x after calendar
2020, or if adjusted operating margins deteriorate to the low 1%
range. A sustained decline in free cash flow or internal liquidity,
including reduced availability under the borrowing base, or
relaxation of key provisions under the debt facility agreements,
including changes to eligibility percentages for receivables and
inventory or borrowing base availability thresholds related to
security, frequency of collateral audits, cash dominion, or
negative covenants, could also pressure ratings.

One of the largest distributors of technology equipment and
software in the world, Tech Data Corporation (New) provides IT
products and solutions to value-added resellers, direct marketers,
retailers, and corporate resellers. Based in Clearwater, FL, the
company focuses on the small-to-medium sized business segment, a
market for which the large original equipment manufacturers and
software publishers find inefficient to use direct sales. In
November 2019, Apollo Global Management, Inc. entered into an
agreement to acquire Tech Data resulting in a $6.1 billion
take-private transaction expected to close by mid-2020.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.


THG PROPERTIES: Exclusive Filing Period Extended Until Sept. 4
--------------------------------------------------------------
Judge Frank Bailey of the U.S. Bankruptcy Court for the District of
Massachusetts extended to Sept. 4 the deadline for THG Properties
LLC to file its Chapter 11 plan and disclosure statement. The
bankruptcy judge also extended to Sept. 4 the period during which
only the company can file a plan of reorganization.

THG Properties sought the extension in order to get back on track,
and to continue its efforts to obtain financing for a plan of
reorganization. The Covid-19 pandemic has shut down the operations
of the hotel and restaurant owned by THG Properties' affiliate and
tenant. In addition, the pandemic has made the financing or sale of
commercial real estate virtually nonexistent.

                       About THG Properties

THG Properties LLC is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)).  It owns in fee simple an inn and
restaurant in Provincetown, Mass., having an appraised value of
$5.94 million.

THG Properties sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Mass. Case No. 20-10644) on March 5, 202.  The
petition was signed by James Derosier, manager.  At the time of
filing, Debtor had $5,988,300 in assets and $3,571,822 in debts.
  
Judge Frank J. Bailey oversees the case.  Debtor is represented by
David B. Madoff, Esq., at Madoff & Khoury, LLP.


TORTOISE BORROWER: Moody's Alters Outlook on Ba3 CFR to Negative
----------------------------------------------------------------
Moody's Investors Service has confirmed Tortoise Borrower, LLC's
Ba3 corporate family and senior secured debt ratings as well as its
Ba3-PD probability of default rating. At the same time, Moody's has
changed the outlook on the ratings to negative. Its actions
conclude the review for downgrade initiated on March 19, 2020.

The following rating actions were taken:

Issuer: Tortoise Borrower, LLC

Corporate Family Rating, confirmed at Ba3

Probability of Default Rating, confirmed at Ba3-PD

Senior Secured Revolving Credit Facility due 2023, confirmed at
Ba3

Senior Secured 1st Lien Term Loan due 2025, confirmed at Ba3

Outlook Action:

Issuer: Tortoise Borrower, LLC

Outlook changed to negative from Ratings Under Review

RATINGS RATIONALE

The confirmation of Tortoise's ratings reflects the recent actions
it has taken to cut costs in order to stabilize cash flow and
restore profitability. In mid-March, Tortoise reduced its work
force by about 20% and in April entered into an agreement to
dispose of a non-core fixed income investing business. These
actions could provide a significant boost to the company's cash
flow, and if fully realized could enhance liquidity and support
financial leverage at the current rating level.

However, because of the uncertainty of the full economic fallout
from the coronavirus crisis Moody's has assigned a negative outlook
on Tortoise's ratings. It is unclear whether the expense cuts taken
would be enough to restore profitability. Ongoing financial market
and commodity market volatility has reduced investor appetite for
risk which will likely constrain Tortoise's asset resiliency for
the remainder of 2020. Additionally, if midstream energy equity
valuations remain depressed, Tortoise's debt-to-EBITDA, which stood
at 4.9x at March 31, could remain elevated over the next 12 -- 18
months.

Tortoise's Ba3 corporate family rating reflects its lower asset
base as a midstream energy focused asset manager. As a result of
the adverse decline in its asset base over the first quarter of
2020, the company wrote off about $360 million of goodwill and
intangible assets. Despite the company's focus on less vulnerable
sectors of midstream energy, the sector remains out of favor with
investors. However, the regulated and contractual nature of
midstream businesses provide stable distributions and a reliable
source of return in absolute terms that, in the current low rate
environment, may eventually attract investors.

The company has maintained a solid liquidity profile. At March 31,
Tortoise had about $69 million of available liquidity and limited
refinancing risk as its revolving credit facility and senior
secured term loan mature in 2023 and 2025, respectively. Tortoise's
highly variable cost structure and longer duration of investor
capital (about 17% of AUM in permanent capital vehicles at 31 May)
should provide Tortoise with enough flexibility to continue
investing into its businesses.

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

Tortoise's ratings are unlikely to be upgraded but factors that
could lead to a return to a stable outlook include: 1) maintenance
of a solid liquidity profile; 2) sufficient asset flows into the
business that improve asset resiliency; or 3) reductions to the
company's expense base that meaningfully improve profitability such
that pre-tax income margins are in the high single-digit percentage
range.

Conversely, factors that could lead to a downgrade of Tortoise's
ratings include: 1) a deterioration in the company's liquidity
profile; 2) net client redemptions in excess of 3% annually; or 3)
average pre-tax income margins fall below the high single-digit
percentage range.

CORONAVIRUS

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 asset
management industry has been one of the sectors affected by the
shock given the severe decline in asset values, increase in risk
aversion and decrease in market liquidity. 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 Tortoise of the breadth and
severity of the shock, and the deterioration in credit quality it
has triggered.

Tortoise is a Kansas City based asset manager with about $12
billion in assets under management at 31 May. The company
specializes in providing investment products and solutions focused
on the US midstream, energy infrastructure, and social
infrastructure sectors.

The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.


TOTAL OILFIELD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Total Oilfield Solutions, LLC,
        a New Mexico Limited Liability Company
        604 North Main Street
        Carlsbad, NM 88220

Business Description: Total Oilfield Solutions, LLC provides
                      support activities for the mining industry.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       District of New Mexico

Case No.: 20-11198

Judge: Hon. Robert H. Jacobvitz

Debtor's Counsel: George Dave Giddens, Esq.
                  GIDDENS & GATTON LAW, P.C.
                  10400 Academy N.E. Suite 350
                  Albuquerque, NM 87111
                  Tel: (505) 271-1053
                  E-mail: giddens@giddenslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Dennis C. Randall Holman, president.

A full-text 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/akT2qN


TPC GROUP: Fitch Affirms BB LongTerm IDR, Outlook Negative
----------------------------------------------------------
Fitch has affirmed TPC Group, Inc.'s 'B-' Long-Term IDR,
'BB-'/'RR1' ABL rating and 'B-'/'RR4' secured notes rating, and has
assigned a 'B-'/'RR4' rating to the delayed-draw term loan. Fitch
has also assigned a Negative Rating Outlook, while removing the
Rating Watch Negative from all ratings.

The Negative Rating Outlook reflects heightened cash flow risk
following the Port Neches plant explosion, which resulted in the
facility halting operations indefinitely. Although certain items,
including the exact cause of the incident, remain unclear, the
company has received timely and sufficient insurance inflows to
cover short-term expenses and liabilities. Additionally, the
recovery and transfer of Port Neches inventory have largely been
successful, and the company has maintained relationships with both
suppliers and customers. Fitch believes that much of the remaining
associated cash flow risk relates to the matching of cash inflows
to the required outflows related to the Port Neches reconstruction
over the next 4-5 years.

In particular, Fitch believes that the company's liquidity position
will be stressed in the aftermath of the coronavirus pandemic,
which has had a material but, in Fitch's view, temporary impact on
demand for the company's products. Fitch's confidence that the
company's liquidity position will be adequate in the second and
third quarters of next year, at the expected low point of
liquidity, may support a stabilization of the Rating Outlook.

TPC's ratings are otherwise supported by strong industry dynamics
and a favorable new contract structure. Additional ratings concerns
include the company's small size and scale (the company now relies
on just one manufacturing plant), which heightens unplanned
shutdown risks, and the potential for MTBE volatility as contract
floors roll off.

KEY RATING DRIVERS

Port Neches Recovery Ongoing: On Nov. 27, 2019, Port Neches, TX
residents reported two explosions and an ongoing fire at TPC's Port
Neches plant. The plant sustained significant damage, and Fitch
understands that it will take significant time and capital
investment to resume operations. The operations at Port Neches
accounted for roughly 25% of total EBITDA, and management has
indicated that it intends to rebuild the plant using funds received
under various insurance policies. The process of resuming
terminalling operations at the facility has commenced, and, to
date, insurance inflows related to the incident have been timely
and sufficient. Additionally, the company has maintained its
supplier and customer relationships, as well as the integrity of
the contracts.

Impact of Coronavirus Pandemic: A number of TPC's products are used
in the production of synthetic rubbers and fuel additives, the
demand for which has been materially affected by the coronavirus
pandemic. Fitch believes that demand for fuel applications will
recover relatively quickly, followed by other automotive products
and, lastly, construction applications. These short- to medium-term
pressures on cash generation highlight the importance of liquidity
over the ratings horizon.

Heightened Importance of Liquidity: Fitch views much of the short-
to medium-term risk related to the Port Neches incident as stemming
from cash burn, rather than credit metrics. Fitch notes that, in
addition to meeting insurance deductibles and paying expenses
related to the emergency response, cash costs related to the
incident, the company now faces the task of matching its cash
inflows to the required outflows related to the Port Neches
reconstruction. Additionally, the company continues to experience
lower volumes in the wake of the coronavirus pandemic, which will
pressure liquidity in the near term. However, management has taken
steps to bolster liquidity, including entering into and drawing
down on a new $70 million delayed draw term loan, the maturity for
which was subsequently extended.

Limited Size and Scale: Following the Port Neches incident, TPC now
relies on one manufacturing complex that generates all of its
earnings (Port Neches had been its second plant). Any operational
disruptions can significantly affect its cash flow generation, as
evidenced by the company's pressured financial profile when the
dehydro unit went down for a scheduled turnaround for nearly all of
1Q18. In the near term, Fitch will monitor the company's ability to
operate the Houston plant at near full utilization. The Port Neches
incident highlights the company's exposure to the effects of any
operational disruptions at its facilities. Such risk likely caps
TPC's rating in the 'B' category.

New Contracts Provide Less Volatility: Under its new C4 processing
agreements, the company is able to price in a fixed margin from its
C4 suppliers of around $0.10/lb-$0.11/lb with the potential for
further upside based on end-market prices. This generally allows
TPC to realize a predictable gross profit margin of around $0.10/lb
during the course of year subject to temporary margin swings during
months where prices have drastically changed. Nevertheless, the
risk is mitigated over the course of a year and Fitch expects TPC
will see its C4 gross profit at around the fixed floor price over
any 4-6-month period, and contracts typically last 3-5 years. Fitch
notes that since TPC is the only significant C4 processor in the
U.S., there is economic incentive for both customers and suppliers
to continue their relationship with TPC if they can.

DERIVATION SUMMARY

TPC Group has operated with similar leverage as SK Blue Holdings,
LP (B/Stable) and substantially lower leverage than Calumet
Specialty Products Partners, L.P. (B-/Negative). Following the Port
Neches incident, Fitch still expects TPC's gross leverage to be
consistent with a 'B-' rating; however, Fitch notes that a sizable
portion of the company's cash flow and growth prospects will be
determined by the size and duration of the insurance claims related
to the incident - to date, claims have been timely and sufficient.
Additionally, should the determination be made that the incident
was the result of negligence or was otherwise not out of TPC's
control, the company will likely find it difficult to retain
customers and receive the anticipated insurance claims.

This heightened event risk sets TPC apart from its peers, who are
larger in size and scale, as evidenced by access to an expansive
and flexible logistics/production networks both globally (SK Blue)
and domestically (SK Blue & Calumet). This compares against TPC's
reliance on its remaining functional manufacturing facility in
Houston. Calumet and TPC are similarly exposed to commodity prices
and have historically had high single-digit margins as opposed to
SK Blue's specialized product mix, as evidenced by the company's
slightly higher EBITDA margins in the mid-teens. These credit
strengths enable SK Blue to support a higher debt load than TPC and
Calumet and subsequently a higher IDR.

KEY ASSUMPTIONS

  -- Insurance claims sufficient to largely fund the Port Neches
rebuild.

  -- Sharp contraction in 2020 volumes after adjusting for Port
Neches due to demand impacts of the coronavirus pandemic.

  -- Margins roughly flat, with minimal additional competitive
pressures.

  -- Return to positive FCF generation in 2022 and thereafter.

RATING SENSITIVITIES

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

  -- Improved operational stability signaled by high utilization
across both segments, a decreased risk of unplanned disruptions and
increased size and scale.

  -- Continued, favorable contract terms, allowing TPC to maintain
its low margin volatility.

  -- Continued strong operational performance with total debt with
equity credit/operating EBITDA sustained at around 3.5x and/or FFO
adjusted leverage of around 4.0x.

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

  -- Continued unplanned disruptions (outside of
weather/third-party incidents), signaling a continued weakness in
the company's asset base.

  -- Inability to renew contracts at current terms leading to
greater cash flow volatility.

  -- Reduced liquidity driven by negative FCF increasing refinance
risk.

  -- FFO fixed-charge coverage trending 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

Fitch expects the borrowing base under TPC's ABL to contract
following the Port Neches incident. Cash burn related to the
rebuild, lower volumes due to the demand impact of the coronavirus
pandemic and lower inventories pressuring the borrowing base are
likely to lead to a bottoming out of liquidity in 2021. However,
Fitch expects the company's cash on hand to be sufficient to bridge
any gap in ABL availability. The ABL has a FILO tranche of $7.5
million.

The company's maturity profile is otherwise solid, with limited
maturities until 2024, when the $930 million in secured notes come
due.

ESG Considerations

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. TPC has an ESG Relevance Score of 4 for Waste &
Hazardous Materials related to its Port Neches plant explosion.

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.


TRANS WORLD: Incurs $58.7 Million Net Loss in Fiscal 2019
---------------------------------------------------------
Trans World Entertainment Corporation reported a net loss of $58.74
million on $325.93 million of total revenue for the fiscal year
ended Feb. 1, 2020, compared to a net loss of $97.38 million on
$418.19 million of total revenue for the fiscal year ended Feb. 2,
2019.

As of Feb. 1, 2020, the Company had $97.81 million in total assets,
$93.29 million in total liabilities, and $4.51 million in total
shareholders' equity.

KPMG LLP, in Albany, New York, the Company's auditor since 1994,
issued a "going concern" qualification in its report dated
June 15, 2020, citing that the Company continues to experience
recurring losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.

Trans World stated, "The ability of the Company to meet its
liabilities and to continue as a going concern is dependent on
improved profitability, the continued implementation of the
strategic initiative to reposition etailz as a platform of software
and services, the availability of future funding, implementation of
one or more corporate initiatives to reduce costs at the parent
company level (which could include a voluntary delisting from
NASDAQ and deregistering of our Common Stock in order to
substantially eliminate the costs associated with being a public
company), satisfying all unassumed liabilities of the fye segment
and other strategic alternatives, including selling all or part of
the remaining business or assets of the Company, and overcoming the
impact of the COVID-19 pandemic.

"There can be no assurance that we will be successful in further
implementing our business strategy or that the strategy, including
the completed initiatives, will be successful in sustaining
acceptable levels of sales growth and profitability. As a result,
the Company has concluded that there is substantial doubt about the
Company's ability to continue as a going concern for a period of
one year after the date of filing of this Annual Report on Form
10-K.  In addition, the proceeds from the PPP Loan are subject to
audit and there is a risk of repayment."

At Feb. 1, 2020, the Company had cash and cash equivalents of $3.0
million, net working capital of $22.1 million, and outstanding
borrowings of $13.1 million on its revolving credit facility.  This
compares to $4.4 million in cash and cash equivalents and net
working capital of $65.9 million and no outstanding borrowings on
its revolving credit facility at
Feb. 2, 2019.

A full-text copy of the Annual Report is available for free at the
Securities and Exchange Commission's website at:

                       https://is.gd/urENEH

                        About Trans World

Headquartered in Albany, New York, Trans World Entertainment
operates in two reportable segments: fye and etailz.  The fye
segment operates a chain of retail entertainment stores and
e-commerce sites, http://www.fye.com/and
http://www.secondspin.com. The etailz segment is a digital
marketplace retailer and generates substantially all of its revenue
through Amazon Marketplace.


TRI-STATE PAIN: Exclusive Plan Filing Period Extended Until Aug. 20
-------------------------------------------------------------------
Judge Thomas Agresti of the U.S. Bankruptcy Court for the Western
District of Pennsylvania extended to Aug. 20 the period during
which Tri-State Pain Institute, LLC has the exclusive right to file
a Chapter 11 plan of reorganization.

                  About Tri-State Pain Institute

Tri-State Pain Institute, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-10049) on Jan.
23, 2020.  At the time of the filing, Debtor had estimated assets
of between $500,001 and $1 million and liabilities of between
$1,000,001 and $10 million.  Marsh, Spaeder, Baur, Spaeder and
Schaaf, LLP, is Debtor's legal counsel.

The U.S. Trustee for Regions 3 and 9 appointed a committee of
unsecured creditors on Feb. 14, 2020.  The committee is represented
by Knox, McLaughlin, Gornall & Sennett, P.C.


TRUDY'S TEXAS: Taps Hilco, Newtron Enterprises as Sale Agents
-------------------------------------------------------------
Trudy's Texas Star, Inc. and Nofalia, Inc. received approval from
the U.S. Bankruptcy Court for the Western District of Texas to
employ Hilco Real Estate, LLC and Newtron Enterprises, LLC as sale
agents.

The sale agents' services will include:

     (a) negotiating the terms of the sale of Debtors' assets;

     (b) attending meetings with Debtors to ascertain their goals,
objectives and financial parameters in selling the assets;

     (c) preparing a market analysis for the sale of the assets;
and

     (d) soliciting interested buyers and marketing the assets
through an accelerated sales process.

The sale agents will be compensated as follows:

      (i) The agents will advance a marketing investment budget of
up to $20,000 to market Debtors' assets.

     (ii) The agents will be paid a commission equal to 4 percent
of the gross sale proceeds.  However, in the event an unaffiliated
third party broker is present in a transaction involving a sale of
any of the assets, the applicable fee shall increase by 1 percent
(aggregate of 5 percent of the gross sale proceeds), and agents
will be responsible for the payment of the commission to such third
party broker;

    (iii) Debtors have been negotiating a potential sale of some or
all of the assets with two potential purchasers.  The identities of
the pre-existing prospects have been disclosed to the agents.  In
the event either of the pre-existing prospects closes on a
court-approved sale of all or substantially all of the assets,
agents' commission shall be reduced to an amount equal to 3 percent
of the gross sale proceeds.

    (iv) The agents will be reimbursed its marketing expenses
actually expended but such reimbursement shall be capped at
$20,000, if (a) there is eventually no sale of the assets, (b) the
assets are sold through a successful credit bid, (c) an auction is
cancelled, or (d) upon the closing of the sale of the assets of
Debtors; and

     (v) The agents shall receive their applicable commission and
documented marketing expenses not to exceed $20,000 from proceeds
of the sale at closing.

Both agents neither hold nor represent any interest adverse to
Debtors and their bankruptcy estates, according to court filings.

Hilco can be reached through:

     Sarah Baker
     Hilco Real Estate, LLC
     5 Revere Drive, Suite 320
     Northbrook, IL 60062
     Phone: 847-714-1288
     Fax: 847-714-1289

Newtron can be reached through:

     Robert Hunziker
     Newtron Enterprises, LLC
     111 Village Parkway, Building #2
     Marietta, GA 30067
     Phone: 678.229-2384
     Fax: 678.229-2385
     Email: rhunziker@arsales.biz

                     About Trudy's Texas Star

Trudy's Texas Star, Inc., an Austin, Texas-based company that
operates a chain of restaurants, filed a Chapter 11 petition
(Bankr. W.D. Tex. Case No. 20-10108) on Jan. 22, 2020.  At the time
of the filing, Debtor estimated $1 million to $10 million in both
assets and liabilities.  The petition was signed by Stephen
Truesdel, authorized representative.

Judge Tony M. Davis oversees the case.  Stephen W. Sather, Esq., at
Barron & Newburger, PC, is Debtor's bankruptcy counsel.


TUPPERWARE BRANDS: Extends Purchase Agreement Due Diligence Period
------------------------------------------------------------------
As previously disclosed on Form 8-K filed with the Securities and
Exchange Commission on May 26, 2020, Tupperware Brands Corporation
entered into a definitive purchase and sale agreement with O'Connor
Management LLC, whereby O'Connor will purchase approximately 740
acres of the Company's property in Orlando, Florida, inclusive of
500 acres of wetlands, comprising all remaining Company-owned land
in Orlando.  The Purchase and Sale Agreement provides for a
purchase price of approximately $87 million for the land and
certain transportation impact fee credits, and a lease back by the
Company from O'Connor of approximately 61 acres and 8 buildings on
the land, comprising the Company's headquarters location, for an
initial term of 10 years at a market competitive rent and with
customary terms and conditions.  Pursuant to the Purchase and Sale
Agreement, the transaction closing was expected to occur in the
second quarter of 2020, subject to successful due diligence and
standard closing conditions.

On June 12, 2020, the Company and O'Connor entered into the First
Amendment to the Purchase and Sale Agreement, pursuant to which the
due diligence inspection period has been extended to July 15, 2020,
to allow for the completion of customary diligence inspections.
The Company now anticipates the transaction closing will occur in
two or more transactions, with certain parcels closing late in the
third quarter of 2020 and the balance closing by the end of the
fourth quarter of 2020, subject to successful due diligence and
standard closing conditions.  The Company can make no assurances
that the transactions will close, that they will close in the third
and fourth quarters of 2020, or that they will close at the
aggregate price listed.

                       About Tupperware Brands

Tupperware Brands Corporation -- http://www.tupperwarebrands.com--
is a global manufacturer and marketer of innovative, premium
products through social selling.  Product brands span several
categories including design-centric food preparation, storage and
serving solutions for the kitchen and home through the Tupperware
brand and beauty and personal care products through the Avroy
Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands.

As of March 28, 2020, the Company had $1.29 billion in total
assets, $829.9 million in total current liabilities, $601.8 million
in long-term debt and finance lease obligations, $53.7 million in
operating lease liabilities, $173.8 million in other liabilities,
and a total shareholders' deficit of $364 million.

                           *   *   *

In April 2020, S&P Global Ratings lowered its issuer credit rating
on U.S.-based Tupperware Brands to 'CCC+' from 'B' to reflect
heightened refinancing risk and its belief that operating
performance for fiscal 2020 will weaken substantially as many
markets close and stay-at-home orders are prolonged, limiting the
operations of sales representatives.

As reported by the TCR on June 1, 2020, Moody's Investors Service
downgraded Tupperware Brands Corporation's Corporate Family Rating
to Caa3 from B3.  These action follows Tupperware's May 26
announcement that it would launch a tender offer to purchase for
cash up to $175 million of its $600 million senior unsecured notes
due June 1, 2021.


TWO TALES: Seeks to Hire Penachio Malara as Counsel
---------------------------------------------------
Two Tales, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Penachio Malara, LLP as
its legal counsel.

The firm's services will include:

     (i) assisting Debtor in the administration of its Chapter 11
case, the preparation of operating reports and complying with
applicable law and rules;

    (ii) reviewing and resolving claims that should be disallowed;


   (iii) assisting Debtor in determining whether to assume or
reject leases; and

    (iv) assisting Debtor in preparing and seeking confirmation of
a Chapter 11 plan or implementing an alternative exit strategy.

The firm will be paid at hourly rates as follows:

     Anne Penachio      $450
     Francis Malara     $450
     Paralegal          $225

Penachio received a retainer fee of $12,000, plus the filing fee
from Debtor.

Anne Penachio, Esq., a partner at Penachio, 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:

     Anne Penachio, Esq.
     Penachio Malara, LLP
     245 Main Street-Suite 450
     White Plains, NY 10601
     Phone: (914) 946-2889

                        About Two Tales LLC

Two Tales, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 20-22687) on May 26, 2020, listing
under $1 million in both assets and liabilities.  Anne Penachio,
Esq., at Penachio Malara, LLP, represents Debtor as legal counsel.


UPGRADE LABS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Upgrade Labs Inc., a Delaware corporation
           d/b/a Bulletproof Cafe
           f/d/b/a MGT BPL ACQUISITION CORP
           f/d/b/a Bulletproof Lab
         3110 Main Street
         Santa Monica, CA 90405

Business Description: Upgrade Labs Inc. -- https://upgradelabs.com

                      -- owns and operates Bulletproof Cafe, a
                      biohacking and recovery facility and the
                      brainchild of Dave Asprey.  Its
                      cutting-edge technologies center around
                      helping patients recover, detoxify, and
                      boost their immune systems.

Chapter 11 Petition Date: June 16, 2020

Court: United States Bankruptcy Court
       Central District of California

Case No.: 20-15422

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Robert P. Goe, Esq.
                  Charity J. Manee, Esq.
                  GOE FORSYTHE & HODGES LLP
                  18101 Von Karman Avenue
                  Suite 1200
                  Irvine, CA 92612-7127
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: rgoe@goeforlaw.com
                          cmanee@goeforlaw.com

Total Assets as of May 31, 2020: $4,250,091

Total Liabilities as of May 31, 2020: $3,980,146

The petition was signed by Miranda Cameron, president.

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/Wsj5U3


V.S. INVESTMENT: Seeks to Hire Bountiful Law as Counsel
-------------------------------------------------------
V.S. Investment Assoc., LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Bountiful Law, PLLC, as counsel to the Debtor.

V.S. Investment requires Bountiful Law to:

   a. assist the Debtor in the investigation of the financial
      affairs of the estate;

   b. provide legal advice and assistance to the Debtor with
      respect to matters relating to this case and creditor
      distribution;

   c. prepare all pleadings necessary for proceedings arising
      under this case; and

   d. perform all necessary legal services for the estate in
      relation to this case.

Bountiful Law will be paid at these hourly rates:

     Attorneys                $200 to $350
     Paralegals                  $125

Bountiful Law will be paid a retainer in the amount of $8,000.

Bountiful Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Brad L. Puffpaff, partner of Bountiful Law, PLLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Bountiful Law can be reached at:

     Brad L. Puffpaff, Esq.
     Bountiful Law, PLLC
     4620 200th St. SW, Ste D
     Lynnwood, WA 98036
     Tel: (425)775-9700
     Fax: (425)633-2465

                  About V.S. Investment Assoc.

V.S. Investment Assoc LLC, based in Marysville, WA, filed a Chapter
11 petition (Bankr. W.D. Wash. Case No. 20-11541) on May 29, 2020.
In its petition, the Debtor disclosed $1 million to $10 million in
both assets and liabilities.  The petition was signed by Valentin
Stelmakh, member. The Hon. Christopher M. Alston oversees the case.
BOUNTIFUL LAW PLLC, serves as bankruptcy counsel.




VITALIBIS INC: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Vitalibis, Inc.
           k/a Crowd 4 Seeds, Inc.
           f/k/a Sheng Ying Entertainment Corp
        3960 Howard Hughes Parkway, Suite 500
        Las Vegas, NV 89169

Business Description: Vitalibis, Inc. -- https://www.vitalibis.com

                      -- is in the business of developing, selling

                      and distributing hemp oil-based products
                      that contain naturally occurring
                      cannabinoids, including cannabidiol and
                      other products containing CBD-rich hemp oil.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       District of Nevada

Case No.: 20-12865

Judge: Hon. August B. Landis

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  850 E. Bonneville Ave.
                  Las Vegas, NV 89101
                  Tel: 702-382-1170
                  E-mail: mzirzow@lzlawnv.com

Total Assets as of March 31, 2020: $463,314

Total Debts as of March 31, 2020: $2,246,219

The petition was signed by Steven Raack, president and chief
executive officer.

A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:

                    https://is.gd/UDDoD8


W.R. GRACE: Fitch Assigns 'BB+' LongTerm Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' Long-Term Issuer Default Rating
to W.R. Grace & Co. and issuing subsidiary W.R Grace & Co. - Conn.
In addition, Fitch has assigned 'BBB-'/'RR1' ratings to the
first-lien secured revolver and term loan and 'BB+'/'RR4' ratings
to the unsecured notes, including the proposed 2027 notes. The
proposed notes will be used to redeem a portion of the 2021
unsecured notes helping extend the maturity profile. The Rating
Outlook is Stable.

The 'BB+' rating reflects the company's leading position in
refining catalysts, its strong FCF generation and relatively
stable, high EBITDA margins, and expectations of total debt with
equity credit/operating EBITDA around 3.5x in 2021 and incremental
improvements thereafter, upon normalization of refining activity.
The rating also reflects the likelihood of continued M&A activity,
as the company seeks to use a mix of FCF and debt to fund a
measured buildout of the Materials Technologies and Specialty
Catalysts businesses.

Fitch believes that demand pressures related to the coronavirus
pandemic are likely to materially affect the company's operating
metrics, particularly in the company's Catalysts Technologies
segment, where the Refining Technologies' volumes are tied to
throughput volumes and turnarounds at refineries. Utilization rates
bottomed out in April, and as restrictions on travel and economic
activity lift, Fitch believes that a steady normalization of
volumes is likely throughout 2020, with a relatively slower
recovery in the company's Specialty Catalysts and Materials
Technologies associated with higher inventory levels in the
marketplace, and, to a lesser extent, in products associated with
construction and autos. Overall, Fitch believes that the company
has both the liquidity and cash flow generation capacity to
moderate credit risks associated with the pandemic-related demand
shock and continue to operate with metrics consistent with the
'BB+' level.

KEY RATING DRIVERS

Specialized Chemical Portfolio: Grace's two business segments offer
highly specialized products with high margins and pricing power.
Grace has been able to pass through costs to customers, and the
catalysts segment has consistently generated EBITDA margins of
around 35%, while the material technologies business is in the low
20% range. These margins are on the high end for specialty chemical
companies and, though somewhat volatile, are partially insulated by
way of solid pass-through rates.

Refinery Production Drives Growth: Growth in the refining catalysts
sub-segment, which accounts for roughly 40.5% of Grace's revenue,
is determined primarily by refinery production utilization levels.
Products in this sub-segment have various uses, including cracking
hydrocarbon chains in distilled crude oil (gas oil) to produce
transportation fuels and maximizing propylene production. These are
valuable inputs to a refinery's operations that support the
optimization of crack spreads - as such, Fitch expects volumes to
track refinery production utilization levels, with high
pass-through rates keeping gross margins relatively stable.

Acquisitive Posture to Persist: The highly profitable, resilient,
cash-generative nature of the company's Refining Technologies
business has in recent years supported the build-out of the more
specialized Specialty Catalysts business. The company paid nearly
$250 million in June 2016 to acquire BASF's polyolefin catalyst
business and closed on a $420 million acquisition in April 2018 to
acquire a portion of Albemarle's catalyst business. Both
acquisitions were largely debt-funded; however, Grace was able to
maintain a leverage ratio around 3.3x following the BASF purchase.

Sub-3.5x Leverage Post-2020, Positive FCF: Fitch expects that even
with significant short-term disruptions to the company's business
related to the coronavirus pandemic, the company will be able to
operate with total debt with equity credit/operating EBITDA at or
below 3.5x in the medium term. The company has set a net leverage
range of 2.0x to 3.0x, with the rate of leveraging M&A activity
causing fluctuations within the range. Fitch expects the company to
use a mixture of FCF from its Refining Catalysts business and debt
to make mid-sized strategic acquisitions within Materials
Technologies and Specialty Catalysts before delivering to get back
within its 2x-3x net leverage goal. Fitch believes that excess cash
that the company generates will continue to be returned to
shareholders through dividend payments, as well as some share
repurchase activity. In the event of a 'second wave' of the
pandemic which results in another decline in refinery utilization
rates, Grace maintains flexibility to further cut capex and to draw
on its $400 million revolving credit facility for additional
liquidity, which is currently undrawn. Overall, Grace retains
enough financial flexibility to make such actions appropriate for
the 'BB+' level.

Modest Size/Concentrated Portfolio: Though highly specialized,
Grace is relatively smaller when compared with certain other peers
in the specialty chemical space such as Albemarle (BBB) and
Huntsman (BBB-) and has less diversification after its 2016
spin-off of Grace Construction Products. However, its leading
market positions and specialized products provide for resilient
cash flows and reliable financial flexibility that help offset any
potential size constraints.

DERIVATION SUMMARY

On the spectrum of basic to specialty chemicals, EBITDA margins
consistently above 25% put Grace firmly within the 'specialty
manufacturer' group. The company is smaller than direct competitor
Albemarle Corporation (BBB/Negative), which also produces lithium
and bromine to go alongside its catalysts. Like NewMarket Corp.
(BBB/Stable), Grace is a leader in a highly specialized industry,
but has a greater appetite for debt funded M&A and operates with
total debt to EBITDA at or around 3.5x versus Newmarket, which is
generally at or below 2.0x. Like many chemicals' peers, Fitch
anticipates growth at W.R. Grace to roughly track economic
activity. Fitch projects Grace to generate consistent FCF margins
in the mid-single digits over the forecasted period given low
maintenance capex requirements and relatively stable earnings,
which is consistent with Fitch's views on Newmarket. Fitch projects
Albemarle to generate neutral to negative FCF throughout the
forecasted period given committed large-scale capital projects.

KEY ASSUMPTIONS

  -- Double-digit revenue decline in 2020 tied to low refinery
utilization rates and drop-offs in auto and construction end-market
demand. Sharp recovery thereafter in Catalyst Technologies, with a
more modest, longer-dated recovery in Materials Technologies;

  -- EBITDA margins roughly flat throughout the forecast but for a
sharp dip in 2020 stemming from tighter gross margins due to the
coronavirus pandemic;

  -- Maintenance of a steady dividend and bolt-on M&A in Specialty
Catalysts and Materials Technologies prioritized, with the majority
of excess cash going toward share repurchases. Solidly positive FCF
throughout the forecast period;

  -- Total debt with equity credit/operating EBITDA peaks around
4.5x in 2020, falling sharply thereafter as the normalization of
refinery output aids in the recovery of the company's operating
performance and resulting in gross leverage at or below 3.5x by
2022.

RATING SENSITIVITIES

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

  -- A shift to a more conservative capital deployment strategy
coupled with continued cash generation and earnings stability,
leading to Total Debt with Equity Credit/Operating EBITDA durably
below 2.5x and/or FFO Adjusted Leverage durably below 3.0x;

  -- Successful completion of Materials Technologies and Specialty
Catalysts buildout, resulting in a more conservative capital
deployment strategy and a move towards an unsecured capital
structure.

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

  -- Loss of leading market positions - particularly in the
Catalysts segment - leading to Total Debt with Equity
Credit/Operating EBITDA durably above 3.5x and/or FFO Adjusted
Leverage durably above 4.0x;

  -- Reduced ability to pass through costs to customers, leading to
less stable margins and heightened cash flow risk;

  -- More aggressive than anticipated M&A activity, including
transformative, credit-unfriendly acquisitions, or shareholder
return strategy otherwise incompatible with management's
articulated capital deployment policy.

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

Strong Liquidity: Following the June 2020 refinancing, the company
will face limited maturities throughout the ratings horizon, with
full availability on the company's $400 million revolving credit
facility due 2023. Additionally, Fitch anticipates solid FCF
generation upon the normalization of the company's sales volumes as
refinery volumes return to historical levels.

SOURCES OF INFORMATION

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.

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.


W.R. GRACE: Moody's Rates New $550MM Senior Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service, assigned a Ba3 rating to W.R. Grace &
Co.-Conn.'s proposed $550 million senior unsecured notes due 2027.
The proceeds are expected to be applied towards redeeming a portion
of the company's outstanding $700 million senior unsecured notes
due 2021 and pay related fees and expenses. The outlook is stable.

"The proposed note issuance as contemplated takes advantage of
currently favorable market conditions to enhance Grace's financial
flexibility and reduce refinancing risk, " said Domenick R. Fumai,
Moody's Vice President and lead analyst for W.R. Grace & Co.-Conn.

RATINGS RATIONALE

Grace intends to use the net proceeds from the proposed $550
million senior unsecured notes issue to redeem approximately $515
million of its $700 million outstanding 5.125% senior unsecured
notes due 2021 through a conditional tender offer. The new notes
will rank pari passu with W.R. Grace & Co.-Conn.'s existing senior
debt, jointly and severally, fully and unconditionally guaranteed
by W.R. Grace & Co. and certain subsidiaries on an unsecured basis.
Moody's believes this issuance and subsequent repayment of a
portion of the outstanding senior secured notes due 2021 will
provide Grace with additional financial flexibility and reduces
refinancing risk.

Grace's Ba2 CFR rating is constrained by expectations that leverage
will continue to exceed Moody's threshold, particularly as a result
of the economic weakness due to the coronavirus pandemic. Moody's
projects that financial leverage (Debt/EBITDA), including standard
adjustments, will increase from 4.7x as of March 31, 2020, towards
approximately 5.3x in FY 2020 as a result of challenging
fundamentals in several end markets that are likely to extend into
the third quarter of this year, including FCC catalysts, specialty
catalysts and coatings. Moody's expects demand for refinery
catalysts to accelerate throughout the year as stay-at-home orders
continue to be eased. While a negative rating action solely due to
financial performance in 2020 is unlikely, it is possible if
Moody's believes that measures to improve credit metrics, which
would include meaningful debt reduction, are not sufficient enough
to restore them to more appropriate levels for the rating during
the economic recovery. Grace's rating is further tempered by
financial policies that include a willingness to incur debt to fund
strategic acquisitions and prioritize shareholder-friendly
activity.

The Ba2 CFR rating reflects strong market positions in several key
end markets that demonstrate favorable long-term outlooks due to
environmental regulations and policies, sustainability initiatives
as well as demographic trends. Grace is a leader in FCC and
polyolefin catalysts with a strong position in polypropylene
technology licensing. Grace's business profile benefits from high
barriers to entry, a good operating track record with attractive
and fairly stable EBITDA margins, and the ability to generate free
cash flow through economic cycles compared to many other rated
peers in the chemical industry.

The SGL-2 rating reflects expectations that Grace will maintain
good liquidity over the next 12 months including cash on the
balance sheet of $194 million as of March 31, 2020, and free cash
flow generation of $100 million in FY 2020. Liquidity is further
boosted by $381 million in revolving credit availability as of
March 31, 2020. Moody's expects Grace to maintain cash balances of
at least $200 million to offset the current weakness in the global
macroeconomic environment.

As of March 31, 2020, Grace reported roughly $2.6 billion of debt
including Moody's standard adjustments, which was predominately
comprised of first lien senior secured debt and unsecured debt. The
first lien senior secured credit facilities are rated Ba1, one
notch above the Ba2 CFR, reflecting first priority liens on assets
in the United States and Europe. The existing unsecured notes and
proposed new issue are rated Ba3, one notch below the Ba2 CFR,
reflecting effective subordination to the first lien senior secured
credit facilities.

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

The stable outlook assumes adjusted financial leverage will exceed
the trigger of 4.0x (Debt/EBITDA) in 2020, but is expected to
improve thereafter. The stable outlook also assumes continued solid
free cash flow generation and that the company maintains good
liquidity to support operations and mitigate any weakness during
the downturn. Although unlikely over the next 12 months, Moody's
could upgrade the rating with expectations for adjusted financial
leverage sustained near 3.0x (Debt/EBITDA), interest coverage
sustained above 6.0x (EBITDA/Interest), retained cash flow-to-debt
sustained above 15% (RCF/Debt) and more balanced financial policies
towards debt reduction. An upgrade would also assume a reduction in
event risk such that the size of future acquisitions would not
raise pro forma leverage meaningfully above 4.0x. Moody's could
downgrade the rating with expectations for adjusted financial
leverage sustained above 4.0x, interest coverage below 4.0x, or
retained cash flow-to-debt sustained below 10%. Significant
deterioration in the company's liquidity position or a change in
financial policies, including a large debt-financed acquisition,
could also have negative rating implications.

ESG CONSIDERATIONS

Moody's also considers environmental, social and governance
considerations in Grace's rating. Similar to many specialty
chemical companies, Grace has moderate environmental risk. Grace's
estimated liability related to legacy environmental response costs
totaled approximately $113 million as of March 31, 2020. Although
the liabilities are long-tailed in nature, increased regulations,
changes in estimates or new developments could result in future
additional costs. Specifically, the company is still facing
remediation costs for their legacy vermiculite mine in Libby,
Montana, that was found to contain asbestos. The company filed for
Chapter 11 bankruptcy in 2001 to resolve the thousands of
asbestos-related claims because of products sold with materials
from this mine.

On the other hand, W.R. Grace has made significant investments
including research and development of products such as catalysts
that are beneficial to reducing emissions. In addition to the HPC
catalysts that will lower fuel emissions in order to meet the
regulations of IMO 2020, many of the company's products such as
additives that reduce SOx and NOx emissions and colloidal silicas
used in vehicle emission control devices deliver environmental
benefits to their customers in an effort to promote
sustainability.

The principal methodology used in this rating was Chemical Industry
published in March 2019.

Headquartered in Columbia, Maryland, W.R. Grace & Co. is the
ultimate parent of W.R. Grace & Co.-Conn. Grace manufactures
specialty chemicals and materials with operations in over 40
countries. The company has two reporting segments: Catalyst
Technologies and Materials Technologies. Catalysts Technologies is
a globally diversified business that includes refining, polyolefin
and chemicals catalysts, accounting for 81% of Grace's sales.
Materials Technologies, which represents 19% of sales, includes
additives and process aids for coatings, consumer, pharmaceutical
and chemical processes. W.R. Grace generated approximately $1.9
billion of net sales for the last twelve months ended March 31,
2020.


WAVE COMPUTING: Hires Paul Weiss as Special Counsel
---------------------------------------------------
Wave Computing, Inc., and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Northern District of California
to employ Paul Weiss Rifkind Wharton & Garrison LLP, as special
counsel to the Debtors.

Wave Computing requires Paul Weiss to:

   a) advise and assist the Debtors with respect to export/import
      and CFIUS compliance in connection with the Debtors'
      relationship with MediaTek Inc. and any affiliate thereof;

   b) advise and assist the Debtors with respect to
      export/import, CFIUS and anti-corruption compliance with
      respect to the Debtors' relationship with CIP United Co.,
      Ltd. and any affiliate thereof;

   c) advise and assist the Debtors with respect to export/import
      and CFIUS compliance generally;

   d) advise and assist the Debtors in connection with their
      investigation of facts relating to the foregoing; and

   e) perform the full range of services normally associated with
      the above matters.

Paul Weiss will be paid at these hourly rates:

     Partners                      $1,225 to $1,650
     Associates                      $495 to $1,110
     Paraprofessionals               $115 to $380

Paul Weiss will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Paul M. Basta, partner of Paul Weiss Rifkind Wharton & Garrison
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Paul Weiss can be reached at:

     Paul M. Basta, Esq.
     Jeannie S. Rhee, Esq.
     PAUL WEISS RIFKIND WHARTON & GARRISON LLP
     1285 Avenue of the Americas
     New York, NY 10019-6064
     Tel: (212) 373-3000
     Fax: (212) 757-3990
     E-mail: pbasta@paulweiss.com
             sjrhee@paulweiss.com

                     About Wave Computing

Wave Computing, Inc. is a Santa Clara, Calif.-based company that
revolutionizes artificial intelligence (AI) with its dataflow-based
solutions. For more information, visit https://wavecomp.ai

Wave Computing and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Calif. Lead Case No.
20-50682) on April 27, 2020. The petitions were signed by Lawrence
R. Perkins, chief restructuring officer. At the time of the filing,
Debtors had estimated assets of between $1 million and $10 million
and liabilities of between $50 million and $100 million. Judge
Elaine M. Hammond oversees the cases. Debtors are represented by
Sidley Austin, LLP.


WEATHERS PROPERTIES: Hires Allan D. NewDelman as Counsel
--------------------------------------------------------
Weathers Properties, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Arizona to employ Allan D. NewDelman,
P.C., as counsel to the Debtor.

Weathers Properties requires Allan D. NewDelman to:

   (a) give the Debtor legal advice with respect to all matters
       related to this case;

   (b) prepare on behalf of the Debtor, as Debtor-In-Possession,
       necessary applications, answers, orders, reports and other
       legal papers; and

   (c) perform all other legal services for the Debtor which may
       be necessary herein.

Allan D. NewDelman will be paid at these hourly rates:

      Allan  D.  NewDelman            $475
      Roberta  J.  Sunkin$            395
      Paralegals                      $150

Allan D. NewDelman will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Allan D. NewDelman, partner of Allan D. NewDelman, P.C., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Allan D. NewDelman can be reached at:

      Allan D. NewDelman, Esq.
      ALLAN D. NEWDELMAN, P.C.
      80 East Columbus Avenue
      Phoenix, AZ 85012
      Tel: (602) 264-4550
      E-mail: anewdelman@adnlaw.net

                   About Weathers Properties

Weathers Properties LLC is the fee simple owner of a residential
property located at 6848 East Meadlowlark Lane, Paradise Valley,
AZ, 85253 having an appraised value of $3 million.

Weathers Properties, LLC, based in Paradise Valley, AZ, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 20-06990) on June 10,
2020. In its petition, the Debtor disclosed $3,000,000 in assets
and $2,261,268 in liabilities.  The petition was signed by Lori
Leeds, trustee of the Leeds Trust Dated 2/5/2019, managing member.

The Hon. Eddward P. Ballinger Jr. presides over the case.

Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., serves as
bankruptcy counsel.


WINDSTREAM HOLDINGS: GLM Fails in Bid for "Critical Vendor" Status
------------------------------------------------------------------
Appellant GLM DFW, Inc. in the case captioned GLM DFW, Inc.,
Appellant, v. WINDSTREAM HOLDINGS INC., et al., Appellees, No.
19-CV-4854 (CS) (S.D.N.Y.) appeals from the Bankruptcy Court's
April 22, 2019 Final Order Authorizing Debtors Windstream Holdings
Inc., and affiliates to Pay Certain Prepetition Claims of (I)
Critical Vendors, (II) Lien Claimants, and (III) Section 503(b)(9)
Claimants in the Ordinary Course of Business on a Post-petition
Basis.

Upon review, District Judge Cathy Seibel affirms the Bankruptcy
Court's order.

Windstream Holdings, Inc., et al. are providers of "advanced
network communications and technology solutions for businesses
across the United States"; "offer broadband, entertainment and
security solutions to consumers and small businesses primarily in
rural areas in 18 states"; and "supply core transport solutions on
a local and long-haul fiber network spanning approximately 150,000
miles."

GLM "provided waste management, hauling, and recycling brokerage
and advisory services" to the Debtors, and is a prepetition
creditor "with an unsecured claim for almost $2 million." GLM
provided services to the Debtors "pursuant to an executory contract
under which it would have been obligated to continue to perform
[after the Debtors' bankruptcy filing] pending the Debtors'
decision to assume or reject (or GLM's obtaining relief from the
Bankruptcy Court)."

After filing their petitions, the Debtors "continue[d] to operate
their business and manage their property as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code." The
same day that Debtors filed their Chapter 11 petitions, they filed
a motion for "Entry of Interim and Final Orders Authorizing the
Debtors to Pay Certain Prepetition Claims of (I) Critical Vendors,
(II) Lien Claimants, and (III) Section 503(b)(9) Claimants in the
Ordinary Course of Business on a Postpetition Basis." In their
motion, the Debtors noted that they "identified approximately 263
vendors as Critical Vendors" and "believe[d] they owed the Critical
Vendors approximately $80 million," which was approximately 20% of
their outstanding accounts payable.

The Debtors argue that GLM does not have standing because it is "a
prepetition unsecured creditor with no active relationship with the
Debtors, and reversing or altering the Vendor Motion would not
directly or adversely affect GLM pecuniarily."  The Debtors argue
that payment to critical vendors, lien claimants, and 503(b)(9)
claimants "would not negatively affect GLM's ability to ultimately
secure payment on its unsecured claim under a confirmed chapter 11
plan" because "Lien Claims and 503(b)(9) Claims are senior to GLM's
unsecured claim and would thus be entitled to payment prior to GLM
irrespective of timing," and "[p]ayment of Critical Vendor Claims,
as recognized by the Bankruptcy Court, increases and indeed
maximizes the value of the Debtors' bankruptcy estates."

Judge Seibel disagrees that these factors negate standing.  Judge
Seibel holds that GLM is undisputedly one of the Debtors' unsecured
creditors. "As a general rule, creditors have standing to appeal
orders of the bankruptcy court disposing of property of the estate
because such orders directly affect the creditors' ability to
receive payment of their claims," Judge Seibel says.  In fact,
Judge Seibel continues, the Second Circuit in In re DBSD North
America surveyed cases and could find no example of a creditor
lacking standing to challenge the disposition of estate assets. It
may be true as a substantive matter that the Final Order ultimately
makes it more likely GLM will be paid, but as a standing matter GLM
correctly argues that its pecuniary interest as an unsecured
creditor is adversely affected by the payment of the Debtor's
assets to critical vendors, lien claimants, and 503(b)(9)
claimants. That GLM's interest in the Debtors' assets is "several
rungs lower on the ladder of priority" than the interests of such
claimants does not mean GLM does not have standing, as the standing
inquiry has "never demanded more to accord a creditor standing than
that it has a valid and impaired claim," which Debtors do not
dispute GLM has. As GLM is a creditor that is challenging the
Bankruptcy Court's order disposing of property of the estates, it
has standing to bring this appeal.

GLM contends that "[t]he most serious problem with the Order is the
delegation of the judicial function to the Debtors, whereby the
Bankruptcy Court has permitted the Debtors to decide questions of
fact," including "who is a critical vendor, who is a lien claimant,
and who is a 503(b)(9) claimant." Judge Seibel finds that GLM's
argument ignores the fact that Debtors submitted a motion to the
Bankruptcy Court in which it explained how it identified its
critical vendors -- providing both the process and substantive
criteria considered in making the determinations -- and provided to
the U.S. Trustee and Official Committee of Unsecured Creditors the
matrix of payments to critical vendors, including their identities
and information on the purpose of each payment.  The Debtors were
also required to provide the U.S. Trustee, Official Committee of
Unsecured Creditors, and the Bankruptcy Court with the full list of
critical vendors.

The Bankruptcy Court noted that the process by which the Debtors
determined their critical vendors was based on "the very questions"
that the Bankruptcy Court typically asked debtors, the answers to
which provided the "proper evidentiary framework" for making the
critical vendor determination. While the Bankruptcy Court relied on
the Debtors' representations that they accurately answered those
questions outside of court, such reliance was not an impermissible
delegation of authority. In fact, courts require payments to
critical vendors to be "in the sound business judgment of the
debtor." And reliance on the Debtors' business judgment is
especially appropriate here considering the time and resources it
would take to have the Bankruptcy Court ask, and the Debtors
respond to, those questions for each of the 263 vendors in open
court, Judge Seibel says.

Judge Seibel explains that court supervision of each individual
critical-vendor designation is not only impractical in large
bankruptcies but it was unnecessary here, given the oversight of
the U.S. Trustee and the creditors' committee of both the
designations and the payments, and the ability of the Bankruptcy
Court to hear objections. Particularly where the Debtors had
designated only 263 vendors out of approximately 16,000, had an
outside consultant validate those choices, and had negotiated so
effectively that that they had used only a small fraction of the
allotted funds in the weeks between the Interim and Final Orders,
the Bankruptcy Court had every reason to believe that permitting
the Debtors to exercise their business judgment -- using the proper
criteria and with a capped dollar amount -- would maximize estate
assets for the benefit of Debtors and their creditors.

As pointed out by the Debtors, bankruptcy courts routinely rely on
debtors' representations and business judgment to identify critical
vendors. Instead of identifying any precedent suggesting that this
is an unlawful delegation of authority, GLM cites to three Supreme
Court cases that are each more than 40 years old (and two of which
were decided before 1950), none of which relates to critical-vendor
designations or even bankruptcy in general. And the bankruptcy
cases that GLM cites -- In re Lively, 266 B.R. 209, 216 (Bankr.
N.D. Okla. 1998); In re Structurlite Plastics Corp., 86 B.R. 922,
932 (Bankr. S.D. Ohio 1988); Pension Benefit Guar. Corp. v. Braniff
Airways, Inc. (In re Braniff Airways Inc.), 700 F.2d 935, 940 (5th
Cir. 1983) -- have nothing to do with critical vendors, let alone
whether a bankruptcy court's deference to a debtor's
representations and business judgment regarding which vendors were
critical (within a court-approved framework and subject to review)
was found to be an impermissible delegation of authority.

According to Judge Seibel, GLM's argument that the Bankruptcy Court
impermissibly delegated authority to the Debtors to determine lien
claimants and 503(b)(9) claimants is unconvincing.  GLM's
delegation argument is rejected.

GLM also argues that it was "evident from the hearing on the
[Vendor] Motion" that it was denied due process.  Aside from its
arguments about delegation and sealing, GLM points to only one
aspect of the hearing. GLM argued that the Debtors should be
required to provide the identities of the vendors to be paid in
full -- that is, the critical vendors, lien claimants and 503(b)(9)
claimants -- but the Bankruptcy Court said that was a matter for
argument after the evidence. Then "[w]hen GLM asked the Debtors'
witness for the names of the critical vendors [to whom he had
spoken and] the Debtors objected on relevance,"  the Bankruptcy
Court sustained the objection and said GLM was seeking this
information in order to "harm th[e] company" and that the
information was "of no use whatsoever to the objectant."

According to Judge Seibel, GLM's due process argument is
unconvincing. The Bankruptcy Court accepted briefing on GLM's
objection and heard GLM's arguments on these exact points at the
hearing. There is no indication that the Bankruptcy Court did not
consider the arguments GLM made in its papers or at the hearing. It
is thus not entirely clear to the Court what additional process GLM
believes it is due, other than winning on the merits, which is not
a matter of process at all. In other words, that the Bankruptcy
Court denied GLM the relief it sought does not mean it denied GLM
due process.  The Debtors requested that the identities of the
critical vendors be kept confidential, and the hearing was in part
held to adjudicate that request. It should thus be no surprise to
GLM that when it asked for the names of the critical vendors, the
Bankruptcy Court sustained an objection. GLM has failed to identify
any due process violations, and its argument is rejected.

A copy of the District Court's Opinion and Order dated April 3,
2020 is available at https://bit.ly/2WZGSXR from Leagle.com.

Davor Rukavina -- drukavina@munsch.com -- Munsch Hardt Kopf & Harr,
P.C., Dallas, Texas, Counsel for Appellant.

Stephen E. Hessler -- stephen.hessler@kirkland.com -- Mark
Kieselstein -- marc.kieselstein@kirkland.com -- Kirkland & Ellis
LLP, Kirkland & Ellis International LLP, New York, New York.

James H.M. Sprayregen -- james.sprayregen@kirkland.com -- Ross M.
Kwasteniet -- ross.kwasteniet@kirkland.com -- Brad Weiland --
brad.weiland@kirkland.com -- Kirkland & Ellis LLP, Kirkland & Ellis
International LLP Counsel for Debtors-Appellees, Chicago,
Illinois.

                   About Windstream Holdings

Windstream Holdings, Inc., and its subsidiaries provide advanced
network communications and technology solutions for businesses
across the United States.  They also offer broadband, entertainment
and security solutions to consumers and small businesses primarily
in rural areas in 18 states.

Windstream Holding Inc. and its subsidiaries filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25,
2019.

The Debtors had total assets of $13,126,435,000 and total debt of
$11,199,070,000 as of Jan. 31, 2019.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as counsel; PJT Partners LP as financial advisor
and investment banker; Alvarez & Marsal North America LLC as
restructuring advisor; and Kurtzman Carson Consultants as notice
and claims agent.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 12, 2019.  The committee tapped
Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as
its financial advisor, and Perella Weinberg Partners LP as
investment banker.


YOGI CARPET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Yogi Carpet & Tile, Inc.
           d/b/a D'Best Floorz & More !
        7309 East Colonial Drive
        Orlando, FL 32807

Case No.: 20-03358

Business Description: Yogi Carpet & Tile, Inc. is a family owned
                      and operated flooring company formed in
                      June, 1995.

Chapter 11 Petition Date: June 15, 2020

Court: United States Bankruptcy Court
       Middle District of Florida

Debtor's Counsel: Daniel A. Velasquez, Esq.
                  LATHAM LUNA EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  E-mail: dvelasquez@lathamluna.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dario Hernandez, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

A full-text 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/ARFKOd


YS GARMENTS: Moody's Alters Outlook on Caa1 CFR to Stable
---------------------------------------------------------
Moody's Investors Service changed YS Garments, LLC's outlook to
stable from negative. At the same time, Moody's affirmed the
Company's debt ratings, including its corporate family rating at
Caa1, probability of default rating at Caa1-PD, and senior secured
credit facilities at Caa1.

The outlook change to stable reflects YS Garments' improved
liquidity following a recent amendment to its credit facility,
whereby the company obtained covenant relief through the first
quarter of 2021. The company has also taken significant action to
reduce costs and preserve cash. Thus, Moody's now expects that
balance sheet cash, excess revolver availability, and cushion under
the recently amended financial covenants will be sufficient to
support near term cash flow deficits. The affirmation of the Caa1
CFR reflects the ongoing risks related to the unprecedented
disruptions caused by the Coronavirus and expectations for
significantly weaker earnings and cash flow over the very near
term.

Affirmations:

Issuer: YS Garments, LLC

Probability of Default Rating, Affirmed Caa1-PD

Corporate Family Rating, Affirmed Caa1

Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD4 from
LGD3)

Outlook Actions:

Issuer: YS Garments, LLC

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Next Level Apparel's Caa1 CFR reflects its small revenue scale and
narrow product focus relative to the global apparel industry as
well as its high concentration of sales with two large distributor
customers. While the rating reflects governance, risks related to
private equity ownership, the company has historically maintained
moderate leverage, with debt/EBITDA less than 4.0x calculated using
Moody's standard adjustments, and solid interest coverage of over
3.0x. However, Moody's expects these metrics to deteriorate
significantly over the very near term due to reduced consumer and
business promotional spending as a result of the coronavirus
pandemic. Moody's also expects Next Level to generate cash flow
deficits in 2020 as a result of the impact of the pandemic. The
rating also reflects Next Level Apparel's well-recognized brand
name within the wearable promotional products industry, and stable
customer relationships illustrated by strong sales momentum with
top customers, which is typically driven by recurring purchases for
inventory replenishment, limited fashion risk of basic apparel,
shift in consumer preference towards higher quality basic apparel
designs, fabric and fit, expanding product offerings, and reduced
price differentials versus more commoditized basic apparel. Next
Level Apparel has grown rapidly since its creation in 2003, and
with an asset-light and fully outsourced business model, it has
achieved very strong profit margins that are consistent with many
premium apparel brands.

The stable outlook reflects Moody's expectation that YS Garments'
will maintain adequate near-term liquidity in the face of ongoing
challenges related to the coronavirus pandemic.

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 apparel and
promotional products sector have been one of the sectors most
significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, the weaknesses in
Next Level's credit profile, including its exposure to
discretionary consumer and business spending have left it
vulnerable to shifts in market sentiment in these unprecedented
operating conditions and Next Level 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 Next Level of the breadth and severity of
the shock, and the broad deterioration in credit quality it has
triggered.

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

The ratings could be downgraded if operating performance remains
pressured such that free cash flow deficits continue beyond the
third quarter of 2020 or through covenant compliance concerns, or
if its probability of default otherwise increases.

A ratings upgrade would require a return to revenue and earnings
growth, with adequate liquidity including ample covenant cushion
and positive free cash flow. Metrics include lease-adjusted
debt/EBITDAR sustained below 6.5x and EBITA/Interest over 1.5x.

The principal methodology used in these ratings was Apparel
Methodology published in October 2019.

Headquartered in Gardena, California, Next Level Apparel designs
and provides branded active wear to the fashion basic segment of
the US wholesale wearables promotional products industry. Private
equity firm Blue Point Capital partners acquired a majority stake
in the company in August 2018, with management remaining a
significant minority shareholder.


                            *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2020.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

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