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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

              Thursday, October 22, 2020, Vol. 24, No. 295

                            Headlines

10827 STUDEBAKER: Hooks Buying Laguna Niguel Property for $6.3M
1875 N. PALM: Seeks Court Approval to Tap Shamrock Legal as Counsel
ABE'S BOAT: J Sercovich Buying 3 Vessels for $1.125 Million
ACADEMY LTD: Moody's Upgrades CFR to B1, Outlook Stable
ADT SECURITY: Egan-Jones Lowers Senior Unsecured Ratings to B-

ADVANTAGE SALES: Moody's Ups CFR to B2 & Alters Outlook to Stable
ADVANTAGE SALES: S&P Assigns Prelim 'B' Rating to Secured Notes
AKCEL CONSTRUCTION: Wasserman Buying Const. Equipment for $75K
AKORN OPERATING: Moody's Assigns Caa1 CFR, Outlook Positive
AKUMIN INC: Moody's Assigns B3 Corp. Family Rating, Outlook Stable

ALBANY MOLECULAR: Moody's Upgrades CFR to B2, Outlook Stable
ALBANY MOLECULAR: S&P Rates $210MM Secured 1st-Lien Term Loan 'B-'
ALLEN SUPPLY: Proposes a Sale of Assets to MacIntosh Linen
ALLIANCE HEALTHCARE: Moody's Alters Outlook on Caa2 CFR to Stable
ALLIANCE HEALTHCARE: S&P Cuts ICR to 'SD' on Credit Deal Amendment

ALLOY PARENT: Moody's Assigns Caa2 CFR, Outlook Negative
AMENTUM GOVERNMENT: Moody's Affirms B2 CFR, Outlook Stable
AMERSON INVESTMENT: Taps Bennett Guthrie as Legal Counsel
ARUBA INVESTMENTS: Fitch Affirms B+ IDR & Alters Outlook to Neg.
ARUBA INVESTMENTS: Moody's Assigns B2 CFR, Outlook Negative

ARUBA INVESTMENTS: S&P Assigns 'B-' ICR; Outlook Stable
ASM GLOBAL: S&P Downgrades ICR to 'B-' on Expected Slow Recovery
ASTROTECH CORP: Unit Signs Deal to Develop a Rapid COVID-19 Test
B&R SYSTEMS: Seeks to Hire Spain & Gillon as Legal Counsel
BARRACUDA NETWORKS: Fitch Lowers LT IDR to B-, Outlook Stable

BEN CLYMER'S: Trustee Proposes Braun Sale of Personal Property
BLACKRIDGE TECHNOLOGY: Yalamanchili Buying All Assets for $1.6M
BLUE CAY: 999 Buying West Palm Beach Property for $650K
BRAHMAN RESOURCE: Panel Seeks Approval to Hire a Financial Advisor
BRAHMAN RESOURCE: Panel Seeks to Tap Thompson & Knight as Counsel

BRIAN FAMILY: Seeks Approval to Hire DeMarco Mitchell as Counsel
BURTONSVILLE CROSSING: Case Summary & 7 Unsecured Creditors
CANCER GENETICS: Signs Separation Agreement with CFO
CARNIVAL CORP: Egan-Jones Cuts Sr. Unsecured Debt Ratings to B+
CAYO INC: Seeks to Hire JWLCPA LLC as Accountant

CENTRAL BASIN MUNICIPAL WATER: S&P Raises Certs Rating to 'B'
CENTRAL MANAGEMENT: Taps Robin M. Green as Legal Counsel
CENTRAL SECURITY: S&P Lowers ICR to 'SD' on Distressed Exchange
CHOBANI LLC: Moody's Rates $325MM Sec. Notes Due 2028 'B1'
CLEAN ENERGY: Issues $168K Convertible Note to Investor

CLEVELAND BIOLABS: Signs Definitive Merger Agreement with Cytocom
CLYDE J. SUTTON, JR: Copley Buying Manchester Property for $52.5K
DAVE & BUSTER'S: S&P Assigns Preliminary 'B-' ICR, Outlook Negative
DAVE & BUSTER: Moody's Assigns Caa1 CFR, Outlook Stable
DELTA AIRLINES: Egan-Jones Lowers Senior Unsecured Ratings to B+

DEWIT DAIRY: Seeks Approval to Hire Real Estate Agent
DIOCESE OF ROCKVILLE: Seeks to Hire Otterbourg as IAC's Counsel
DIOCESE OF ROCKVILLE: Taps Goldin as IAC's Financial Advisor
ELDERHOME LAND: Case Summary & 5 Unsecured Creditors
ENGINEERED PROPULSION: Taps Simma Flottemesch as Accountant

ETHEMA HEALTH: Posts $9 Million Net Income in Second Quarter
FALLS EVENT: Trustee's $1.33M Beaverton Property Sale to Urban OK'd
FALLS EVENT: Trustee's $17.5K Sale of TFCR & TFSO Properties Okayed
FITNESS BLUEPRINT: Taps Crane Simon as Legal Counsel
FREEDOM MORTGAGE: Fitch Rates $600MM Unsec. Notes Due 2026 'B+'

FRONTIER COMMUNICATIONS: North Buying Stratford Property for $7.5M
GENNADY MOSHKOVICH: Yarden Buying Beverly Hills Property for $23.5M
GEORGIA DIRECT: $81.5K Sale of Richmond Property to Dills Approved
HAYWARD INDUSTRIES: Moody's Rates New $150MM 1st Lien Term Loan B3
HAYWARD INDUSTRIES: S&P Rates New $150MM First Lien Term Loan 'B'

HC2 HOLDINGS: S&P Affirms 'B-' ICR, Alters Outlook to Negative
HEALTH ASSET: Seeks Approval to Tap Wilcox Law Firm as Counsel
HELIUS MEDICAL: FDA Seeks Additional Info Regarding PoNS Device
HIGHLANDS HOLDINGS: Fitch Rates $500MM Secured Notes 'BB'
HIGHLINE AFTERMARKET: Moody's Affirms 'B2' CFR, Outlook Stable

HIGHLINE AFTERMARKET: S&P Alters Outlook to Stable, Affirms 'B' ICR
HOPSTER'S LLC: Seeks Approval to Tap Burke & Raphael as Accountants
IMPERVA INC: Fitch Affirms B+ LongTerm IDR, Outlook Stable
IMPERVA INC: S&P Affirms 'B-' ICR on Announced jSonar Acquisition
INGEVITY CORP: Fitch Assigns BB Rating on New $550MM Unsec. Notes

INGEVITY CORP: Moody's Rates New $550MM Unsec. Notes Due 2028 'Ba3'
INTERPACE BIOSCIENCES: Posts $5.5 Million Net Loss in 2nd Quarter
JEFFREY CORBETT: $515K Sale of Henrico Property to Pingitores OK'd
JOHN KENNEDY: Term Sheet Enforceability Contingent on Fuller Deal
KEIV HOSPITALITY: Seeks to Hire Moore Tax Services as Accountant

LS GROUP: Moody's Assigns B2 CFR, Outlook Stable
LS GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
MARYMOUNT UNIVERSITY: Moody's Affirms Ba2 Rating on $127MM Debt
MASHANTUCKET PEQUOT: Moody's Affirms Ca CFR, Outlook Negative
MEDICAL SIMULATION: Selling 50K Shares of Mentice for $6 Per Share

MERIDIAN MARINA: Sets Bidding Procedures of All Assets
MHI HOLDINGS: Moody's Affirms B2 CFR, Outlook Stable
MHI HOLDINGS: S&P Lowers ICR to 'B' on Increased Leverage
MPH ACQUISITION: Moody's Assigns B2 CFR, Outlook Stable
MPR SUMMERS: Case Summary & 17 Unsecured Creditors

NESSALLA LLC: Nov. 9 Auction of All Operating Assets
NEUMEDICINES INC: Seeks to Tap Wilson Sonsini as Special IP Counsel
NEW YORK GRANITE: Interstate Buying All Assets for $26K
NKS HOLDINGS: $309K Sale of Baytown Property to Hill Approved
NKS HOLDINGS: Hill Buying Baytown Property for $309K

OLINDA LYTLE: Court Confirms Chapter 11 Reorganization Plan
ONCE A DOG: $1M Sale of Frederick Property to Schiller Approved
OUTDOOR HOME: S&P Affirms 'B' ICR on Recapitalization
PETSMART INC: Moody's Hikes CFR to B2, Outlook Positive
PINNACLE DEMOLITION: Hires Rabinowitz Galina as Legal Counsel

PRETIUM PKG: Moody's Assigns 'B3' CFR, Outlook Stable
PRIME HEALTHCARE: Fitch Gives 'B(EXP)' LT Issuer Default Rating
PRIME HEALTHCARE: Moody's Assigns B1 CFR, Outlook Stable
PROVIDENCE SERVICE: Moody's Assigns B1 CFR, Outlook Stable
PROVIDENCE SERVICE: S&P Assigns 'B+' ICR; Outlook Stable

PROVIDENT GROUP: Moody's Lowers Series 2015A Revenue Bonds to Ba3
REVELANT HOLDINGS: Seeks to Hire Weinman & Associates as Counsel
RGN-DALLAS XX: Case Summary & Unsecured Creditor
RJL ENTERTAINMENT: Seeks to Hire Winans & Thompson as Accountant
RJL ENTERTAINMENT: Seeks to Tap Jordan Holzer as Legal Counsel

ROCKPORT DEV'T: Nov. 5 Hearing on $1.95M Los Angeles Property Sale
SABON HOLDINGS: Seeks to Hire Smith Gambrell as Legal Counsel
SABON HOLDINGS: Seeks to Tap Eshel Aminov as Accountant
SIZZLING PLATTER: Fitch Assigns B- LongTerm IDR, Outlook Stable
SIZZLING PLATTER: Moody's Rates New $325MM Secured Notes B3

SMP ENTERPRISES: Taps Elliott & Davis as Legal Counsel
STANLEY-TRAFTON: Case Summary & Unsecured Creditor
STAR MOUNTAIN: Court Junks Titan Mining Bid to Dismiss Trustee Suit
STARWOOD PROPERTY: Moody's Assigns Ba3 Rating on Sr. Unsec. Notes
STARWOOD PROPERTY: S&P Rates New $300MM Senior Unsecured Notes 'B+'

STEPHANIE L. SKINNER: $865K Savannah Property Sale to Reynolds OK'd
TOWN SPORTS: Affiliates' Case Summary & 30 Top Unsecured Creditors
TOWNHOUSE HOTEL: Seeks to Hire Mario Borda as Real Estate Broker
TRUGREEN LIMITED: Moody's Rates New $1.33-Bil. Secured Loans 'B1'
UNITED AIRLINES: Moody's Affirms Ba2 CFR, Outlook Negative

VP WILLIAMS TRANS: DePalma's 111(b)(2) Election Timely, Court Says
WEST VIRGINIA POWERSPORTS: Hires Michelle Steele as Bookkeeper
WHEEL PROS: Moody's Affirms B3 CFR, Outlook Stable
WMG ACQUISITION: S&P Rates New $250MM Senior Secured Notes 'BB'
[^] Recent Small-Dollar & Individual Chapter 11 Filings


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10827 STUDEBAKER: Hooks Buying Laguna Niguel Property for $6.3M
---------------------------------------------------------------
10827 Studebaker, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of the real
property located at 30012 Ivy Glenn Drive, Laguna Niguel,
California to John and Peggy Hook, Co-trustees of the Hook Family
Trust and/or assignee(s) for 6.275 million.

The Debtor owns the Property, a multi-unit office building.  Prior
to November 2018, Chase Bank held a deed of trust against the
Property.  The Debtor's secured loan with Chase came due and, in
November 2018, the Debtor refinanced the debt by obtaining a loan
from Buchanan Mortgage Holdings, LL.  The Loan closed on Nov. 5,
2018 and was in the principal amount of $4.848 million.  The Debtor
was placed in default of its loan with Buchanan.  Then, in July
2019, Buchanan recorded a Notice of Trustee Sale.  To stay the
foreclosure sale, the Debtor commenced the bankruptcy case on the
same day, prior to the scheduled foreclosure sale.  

While the Debtor listed the Property in the Schedules filed in the
case on Sept. 4,2019 with a value of $6.8 Million, it has been
unable to locate a buyer willing to pay that amount for the
Property.  After the petition was filed, and to expose the Property
to the market, the Debtor employed Economos DeWolf, Inc. ("EDI") as
its real estate broker to market the Property for sale.  EDI has
been actively marketing the Property for now nearly a year, and the
current offer of $6.275 Million represents the highest and best
price received to date.

As for secured debt, the Debtor obtained from Fidelity National
Title Co. a preliminary title report (“PTR”) on the Property,
dated Sept. 15, 2020.  That PTR identifies several encumbrances of
note:

     (i) A deed of trust, where Buchanan is the identified
beneficiary, in the original amount of $.484 million, recorded Nov.
05, 2018 as Instrument No. 18-400194.

     (ii) A lien for delinquent easement maintenance costs in favor
of Ivy Glenn Holdings, LLC, which identifies a claim of $20,709,
recorded on July 02, 2019 as Instrument No. 2019000234861.

     (iii) An unrecorded lease dated Oct. 08, 1999, by and between
Chanden, LLC, as lessor and NEXTEL of California, Inc., as lessee,
as disclosed by a Memorandum of Agreement recorded June 26, 2001 as
Instrument No. 20010422583.

For purposes of clarity, the Debtor proposes to sell the Property
to the Buyer free and clear of, among other things, the mentioned
encumbrances.

On Sept. 11, 2020, the Debtor received an offer to purchase the
Property for $6.2 Million.  The offer came from the Buyer.
Following receipt of that offer, the Debtor, through its broker
Economos DeWolf, Inc., and the Buyer, through its representative
Sun-West Properties, engaged in negotiations which resulted in the
Debtor preparing and sending to the Buyer a counter-offer in the
form of a letter of intent ("LOI").  Late in the day on Sept. 16,
2020, the Buyer accepted and signed the LOI.   Immediately
thereafter, a purchase and sale agreement was drafted and signed by
both parties, after which escrow was opened at Commerce Escrow.

By the Motion, the Debtor asks that the Court waives overbid
procedures and dispense with overbids.  The Sale Agreement is an
all cash, no financing contingency agreement where the Buyer has
demonstrated that it has on deposit in a separate escrow more funds
than
needed to pay the Purchase Price.  The Buyer has chosen the
Property to complete an IRC 1031 Exchange, and had the Debtor not
agreed to waive the overbid procedures, the Buyer would have
withdrawn its offer and selected another property to complete the
exchange.  

The Court has granted Buchanan relief from the automatic stay to
complete its foreclosure sale on its deed of trust against the
Property, which sale may take place any time by Nov. 20, 2020.  The
Debtor therefore has limited time to complete a sale and cannot
risk losing the Buyer by imposing the prospects of overbids.  The
Purchase Price represents a fair price for the Property and is the
highest price offered for the Property after nearly a year of
marketing efforts.  By reason thereof, the Debtor believes that the
likelihood of overbids is low.

Through the Motion, the Debtor further asks authority to compensate
EDI in an amount equal to 4% of the Purchase Price ($251,000), 1.5%
of which (or $94,125) will be shared with the Buyer's broker,
Sun-West Properties, conditioned on closing of the sale.

Following or concurrently with closing of the escrow, the Trustee
asks authority to distribute or retain the net sale proceeds as
follows:

     1. Payment of normal escrow and closing costs, including
pro-rated real estate taxes;

     2. Payment of the undisputed portion of the first in priority
secured claim owed to Buchanan, estimated in the amount of $5.15
million, with any disputed portion to be held in a segregated
account maintained by the Debtor, until resolution of disputes;

     3. Payment to EDI, the Debtor's broker, 4% of the Purchase
Price, in accordance with the terms of the Order employing the
broker.  The commission will be divided between EDI and the broker
for the Buyer, being Sun West Properties; and

     4. The lien of IG Holdings is disputed and will attach to the
proceeds after payment of the items to be held in a segregated
account maintained by the Debtor.

Time is of the essence so that the Buyer can immediately complete
the sale.  Accordingly, the Debtor asks that the Court waives the
stay imposed by Rule 6004(h).

A copy of the Agreement is available at
https://tinyurl.com/y2ttzduf from PacerMonitor.com free of charge.

                     About 10827 Studebaker

10827 Studebaker LLC, which is primarily engaged in renting and
leasing real estate properties, sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 19-13242) on Aug. 21, 2019.  The
petition was signed by Robert Clippinger, authorized
representative.  The Debtor was estimated to have assets and
liabilities of $1 million to $10 million as of the bankruptcy
filing.  Judge Erithe A. Smith oversees the case.  SulmeyerKupetz
is the Debtor's legal counsel.  On Oct.16, 2019, the Court
appointed Economos DeWolf, Inc., as real estate broker.



1875 N. PALM: Seeks Court Approval to Tap Shamrock Legal as Counsel
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1875 N. Palm Canyon Partners II, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Shamrock Legal, APC as its bankruptcy counsel.

The firm will render these legal services to the Debtor:

     (a) prepare bankruptcy schedules, statements, and other
petition documents;

     (b) assist the Debtor with compliance with the United States
Requirements;

     (c) examine claims of creditors in order to determine their
validity;

     (d) give advice and counsel to the Debtor in connection with
legal issues;

     (e) negotiate with creditors holding secured and unsecured
claims;

     (f) object to claims as may be appropriate;

     (g) retain professionals necessary to advise and assist the
Debtor;

     (h) prepare and confirm a plan of reorganization;

     (i) review, analyze, research, and prepare documents,
correspondence, and other communications with regard to the
foregoing matters; and

     (j) in general, act as counsel on behalf of the Debtor in any
and all bankruptcy law and related matters which may arise in the
course of this case.

E. Richard McGuire, Esq., the attorney responsible for Shamrock's
representation of the Debtor in this case, will be compensated at
his standard hourly rate of $550.00.

On October 10, 2020, the Debtor provided Shamrock a retainer in the
amount of $12,000 for services rendered to the Debtors. As of the
petition date, the amount remaining on the retainer was $7,400.00.

E. Richard McGuire, Esq., the sole attorney of Shamrock Legal, APC,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     E. Richard McGuire, Esq.
     SHAMROCK LEGAL, APC
     2828 Cochran St., Suite 350
     Simi Valley, CA 93065
     Telephone: (805) 478-2611
     Facsimile: (805) 980-7097
     E-mail: richard@shamrock-legal.com

                          About 1875 N. Palm Canyon Partners II

1875 N. Palm Canyon Partners II, LLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal.
Case No. 20-12856) on October 11, 2020. Judge Theodor Albert
oversees the case. E. Richard McGuire, Esq., at Shamrock Legal, APC
serves as the Debtor's bankruptcy counsel.


ABE'S BOAT: J Sercovich Buying 3 Vessels for $1.125 Million
-----------------------------------------------------------
Abe's Boat Rentals, Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to authorize the sale of the
following three vessels: (i) M/V DUTCH GIRL, Official Number
966167, (ii) M/V RUTH, Official Number 1097461, and (iii) M/V
DUTCHMAN, Official Number 1222033, to J Sercovich, LLC for $1.125
million.

The Debtor currently owns 16 vessels used to transport supplies in
connection with the offshore oil and gas industry.  It currently
has no operations.  The Purchaser of the three vessels plans to
provide some or all of Abe's employees with an opportunity to
continue working and also has been covering insurance for the
vessels pending attempts to have the sales approved.  Further,
although the Purchaser's acquisition will not pay unsecured
creditors directly, its ongoing use of the vessels will provide the
estate's prepetition vendors with a future revenue source.  

On Sept. 28, 2020, the Buyer offered to acquire the three vessels
identified for the aggregate price of $1.125 million.  Previously,
the Debtor had fits Original Sale Motion, asking approval to sell
the Vessels and the M/V Miss Wynter, Official Number 969771 to the
Purchaser for $1.5 million.  The sale was not approved due to a
maritime tort lien asserted by John Fournier.  The Debtor believes
the Fournier claims are baseless, but has been unable to have the
matter tried due to delays in the state court proceeding.
Accordingly, Mr. Sercovich has agreed to exclude the M/V Miss
Wynter from his aggregate sale in exchange for a pro rate price
reduction of $375,000 or from $1.5 to $1.125 million.   

The Debtor believes the offer is reasonable under the circumstances
and in the best interests of the estate.

The Debtor also asks that the Court authorizes the sale free and
clear of any liens, claims, encumbrances or other interests that
may be asserted against the Vessels.

The alleged encumbrances are:

     a. Hancock Whitney Bank Encumbrances: Hancock currently holds
preferred ship mortgages encumbering the Vessels, which secures the
Bank’s claim in excess of $8.5 million.  The preferred ship
mortgages were recorded on the following dates: M/V Dutch Man -
2/13/2012; M/V Dutch Girl - 5/30/2013; M/V Ruth - 1/9/2015.
Hancock has agreed to release its encumbrances as part of the
transaction, and reduce its claim against the Debtor by $1.125
million.  The Bank is financing the acquisition of the Vessels by
the Purchaser, with such financing being secured by new preferred
ship mortgages against the Vessels.  Hancock's consent is
conditioned on the Court authorizing the sale free and clear of any
and all liens, including the purported liens asserted by Shipyard
Service, LLC and Conrad Shipyard, LLC.

     b. Shipyard Service, LLC Mortgages: Shipyard   holds liens
against each of the Vessels.  Shipyard  and the purchaser are
commonly owned by John Sercovich.  Shipyard consents to the
proposed sales of the Vessels and agrees to release its liens.

     c. Conrad Shipyard, LLC Maritime Lien: Conrad holds a lien
against the M/V Ruth securing a claim in the amount of $22,713.
Based on information and belief, the Conrad Lien arises out of
charges for repairs to the M/V Ruth.  

Finally, the Debtor asks a waiver of the 14-day stay imposed by
Bankruptcy Rule 6004(h) so that the sale can close expeditiously.


A copy of the Contract is available at https://tinyurl.com/y3eof7tc
from PacerMonitor.com free of charge.

                    About Abe's Boat Rentals

Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a
privately-owned vessel operator located in Belle Chasse, La., with
a fleet of 19 vessels.  Its business segments have expanded to also
provide crews and vessels for environmental construction,
restoration projects and cleanup, plugging and abandonment, rig
decommissioning, and other new markets. The company was founded in
1979 by Abraham Ton.

Abe's Boat Rentals filed a Chapter 11 petition (Bankr. E.D. La.
Case No. 18-11102) on April 27, 2018.  In the petition signed by
Hank Ton, president, the Debtor estimated $1 million to $10 million
in assets and liabilities.  Congeni Law Firm, LLC, is the Debtor's
legal counsel.


ACADEMY LTD: Moody's Upgrades CFR to B1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Academy, Ltd.'s corporate family
rating to B1 from B2 and probability of default rating (PDR) to
B1-PD from B2-PD. Concurrently, Moody's assigned a B2 rating to the
proposed $400 million senior secured term loan due 2027. The
speculative-grade liquidity rating was upgraded to SGL-1 from
SGL-2. The ratings outlook is stable.

Proceeds from the proposed $400 million term loan, $400 million
other new pari passu secured debt and an estimated $648 million of
balance sheet cash will be used to refinance the company's $1,434
million outstanding term loan due 2022 and pay for fees and
expenses.

The CFR and PDR upgrades reflect governance considerations,
particularly the material debt reduction as a result of the
transaction. The SGL upgrade to SGL-1 from SGL-2 reflects the debt
maturity extension and Moody's projections for solid positive free
cash flow, high cash balances and ample availability on the $1
billion asset-backed revolver.

Moody's took the following rating actions for Academy, Ltd.:

Corporate Family Rating, Upgraded to B1 from B2

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

Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2

Senior Secured Bank Credit Facility, Assigned B2 (LGD4)

Outlook, Remains Stable

The rating on the existing term loan due 2022 will be withdrawn at
the close of the transaction.

RATINGS RATIONALE

Academy's B1 CFR reflects the company's moderately high
lease-adjusted gross leverage and the competitive nature of
sporting goods retail, including the increased focus of major
apparel and footwear brands on direct-to-consumer distribution and
the shift to online shopping. Moody's projects a modest increase in
leverage to 3.8 times in 2021 compared to 3.4 times as of August 1,
2020 pro-forma for the transaction. In Moody's view, the
large-scale shift in consumer spending towards the sporting goods
category in 2020 and away from travel and leisure will likely
partially reverse once health and safety concerns abate. As a
result, Moody's expects revenue and earnings to decline in 2021
following strong growth in 2020, and there is significant
uncertainty with regard to a more normalized earnings level. In
addition, as a retailer, Academy 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. Academy's
ongoing offering of firearms and ammunition at a time when several
large retailers have pulled back also represents a social
consideration.

At the same time, Academy's ratings positively consider the
company's very good liquidity, scale and solid market position in
its regions. The turnaround strategy put in place by the current
management team, including initiatives in merchandising, private
label credit card and omnichannel investment, has started yielding
results since the back half of 2019. Moody's also expects Academy
to benefit from its value price points and diversified product
assortment, which tend to result in resilient performance during
economic downturns. In addition, the rating considers governance
factors, including the expectation for more conservative financial
strategies following the public equity offering. Specifically,
although the company remains majority-owned by private equity
sponsor KKR, Moody's views re-leveraging transactions as unlikely
following the equity filing and the over 40% reduction in gross
debt following the refinancing.

The stable outlook reflects Moody's expectation that the company
will continue its solid performance and maintain a good liquidity
profile.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE

The ratings could be upgraded if the company demonstrates continued
growth in revenue and operating profit and maintains very good
liquidity and conservative financial policies. Quantitatively, the
ratings could be upgraded with expectations for Moody's-adjusted
debt/EBITDA to be maintained below 3.75 times and EBIT/interest
expense above 2.75 times.

The ratings could be downgraded if earnings or liquidity
significantly deteriorate or the company experiences material
execution missteps. Aggressive financial strategy actions could
also result in a downgrade. Quantitatively, the ratings could be
downgraded if Moody's-adjusted debt/EBITDA is maintained above 4.5
times and EBIT/interest expense declines below 2.25 times.

The term loan credit facility is expected to have no financial
maintenance covenants. It is expected to contain covenant
flexibility for transactions that could adversely affect creditors,
including incremental facility capacity of the greater of $480
million or 100% of trailing EBITDA plus an amount up to 2.0x first
lien leverage; the ability to release a guarantee when a subsidiary
is not wholly owned, lack of "blocker" restrictions on collateral
leakage through transfer to unrestricted subsidiaries, and step
downs in the asset sale prepayment requirement to 50% and 0% if the
first lien leverage ratio is equal to or less than 1.25x and 1.00x,
respectively. The EBITDA definition includes add-backs including
non-cash items, restructuring charges and run-rate cost savings.

The proposed terms and the final terms of the credit agreement can
be materially different.

Academy, Ltd. is a US sports, outdoor and lifestyle retailer with a
broad assortment of hunting, fishing and camping equipment, along
with footwear, apparel, and sports and leisure products. The
company operates 259 stores under the Academy Sports + Outdoors
banner, which are primarily located in Texas and the southeastern
United States, and its website. Academy generated approximately
$5.3 billion of revenue for the twelve months ended August 1, 2020.
The company is publicly traded following the October 2020 IPO but
controlled by affiliates of Kohlberg Kravis Roberts & Co L.P.

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


ADT SECURITY: Egan-Jones Lowers Senior Unsecured Ratings to B-
--------------------------------------------------------------
Egan-Jones Ratings Company, on October 12, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by The ADT Security Corporation to B- from B. EJR also
upgraded the rating on commercial paper issued by the Company to B
from C.

ADT Inc., formerly The ADT Corporation, is an American company that
provides residential, small and large business electronic security,
fire protection, and other related alarm monitoring services
throughout the United States. The corporate head office is located
in Boca Raton, Florida.


ADVANTAGE SALES: Moody's Ups CFR to B2 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded its ratings for Advantage Sales
& Marketing Inc. (Advantage), including the company's corporate
family rating (CFR) to B2 from B3 and probability of default rating
(PDR) to B2-PD from Caa1-PD. At the same time, Moody's assigned a
B2 rating to the company's proposed $1.6 billion senior secured
first lien term loan due 2027 and $500 million senior secured notes
due 2028. The company was also assigned an SGL-1 speculative grade
liquidity rating. The outlook is changed to stable from negative.

Conyers Park II Acquisition Corp. ("Conyers Park"), a special
purpose acquisition company (SPAC), has entered into a merger
agreement to combine with Advantage's parent company Advantage
Solutions Inc. Proceeds from the new first lien term loan, new
senior secured notes, approximately $450 million in cash from
Conyers Park II Trust and $700 million in common stock private
placement with $200 million of the new equity coming from the
existing owners, including CVC Capital Partners, Leonard Green &
Partners, L.P. and Bain Private Equity will be used to fund the
merger, repay the existing debt and the accounts receivable
facility at Advantage, and pay transaction fees & expenses.
Concurrent with the transaction, the company is entering into a
$400 million ABL facility due 2025. The first lien term loan and
senior secured notes will be secured on a second lien basis with
respect to the current assets collateralizing the ABL facility and
on a first lien basis on all other collateral. At closing,
Advantage's existing ownership group will retain majority equity
ownership. Following the consummation of the transaction, all
ratings for Advantage Sales & Marketing Inc.'s pre-existing debt
will be withdrawn concurrent with the associated repayment of its
debt obligations.

"Advantage will benefit from lower debt leverage and greater free
cash flow through the merger with Conyers Park and, most
importantly, it addresses upcoming maturities which had weighed
heavily on the credit profile," said Moody's lead analyst Andrew
MacDonald. "Nonetheless, there is uncertainty about the company's
long-term prospects for reducing debt leverage in consideration of
an expected aggressive acquisition growth strategy and potential
volatility in earnings during the next 12 to 18 months from the
coronavirus pandemic."

Upgrades:

Issuer: Advantage Sales & Marketing Inc.

Corporate Family Rating, Upgraded to B2 from B3

Probability of Default Rating, Upgraded to B2-PD from Caa1-PD

Assignments:

Issuer: Advantage Sales & Marketing Inc.

Senior Secured Bank Credit Facility, Assigned B2 (LGD4)

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

Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: Advantage Sales & Marketing Inc.

Outlook, Changed To Stable From Negative

The assignment of ratings remains subject to Moody's review of the
final terms and conditions of the proposed financing transaction
that is expected to close by the end of October 2020.

RATINGS RATIONALE

Advantage's B2 CFR reflects Moody's expectation that debt-to-EBITDA
leverage of 5x (all ratios are Moody's adjusted unless otherwise
stated) for the twelve months ended 30 June 2020 will improve to
the low-to-mid 4x by year end 2021. While leverage is expected to
improve, the company is highly acquisitive, which could delay
deleveraging expectations should they be funded with new debt.
Advantage's exposure to the evolving retail and consumer products
environment amid the coronavirus pandemic and its moderate customer
concentration will likely lead to volatility in the company's
revenue and earnings, particularly during the next 12 to 18 months.
Advantage had demonstrated organic revenue growth in the low single
digits prior to the pandemic, however changes in consumer behavior
under social distancing guidelines impacted the demand for services
both positively and negatively, specifically, the suspension of
in-store sampling services materially impacted revenues but was
partially offset by increased demand for headquarter sales and
instore service offerings such as sanitation and merchandising. As
such, it is uncertain how the return to pre-pandemic conditions
will impact earnings in 2021. Long term organic revenue growth is
also likely to be limited to the low single digits as the industry
is highly competitive and Advantage's two largest competitors,
Acosta and Crossmark, significantly reducing their respective debt
burdens as both restructured in 2019 and will likely be better
positioned competitively going forward. Advantage's governance risk
is moderate given the potential for future share repurchases and
dividends considering the company's existing ownership group
comprised of private equity firms will retain majority equity
ownership. At close, the company will be publicly traded on the
NASDAQ through indirect parent Conyers Park, but is considered a
controlled company per NASDAQ listing rules. Nonetheless, the
rating is supported by Advantage's market leading position as the
largest sales and marketing agency in the US, its history of high
customer retention rates of about 98% and its history of
successfully integrating roughly 62 acquisitions since 2014.

Advantage's SGL-1 rating reflects the company's very good liquidity
based on ample cash balance at close, expectation for high-single
digit free cash flow to debt and access to a new $400 million ABL
revolving credit facility. Subject to Conyers Park's shareholder
redemption and borrowing base limitations, Advantage will have
access to between $250 million and $350 million of borrowing
capacity on the ABL revolver. Similarly, Moody's expects the
company's cash balance at close of the transaction to range between
$64 million to $194 million depending on the shareholder
redemption.

Preliminary terms in the company's first lien credit agreement
contain provisions for incremental debt capacity up to the greater
of $542 million and 100% of consolidated pro forma trailing
twelve-month consolidated EBITDA plus additional amounts subject to
an initial pro forma first lien net leverage of 4.0x (if pari passu
secured). Incremental junior secured debt capacity is subject to a
secured net leverage ratio test (also 4.0x) for junior debt, while
incremental subordinated debt is subject to either a net leverage
ratio test of 4.0x or a 2.0x interest coverage ratio test. The
greater of $542 million and 100% of trailing twelve months
consolidated EBITDA may be incurred inside of the maturity of the
term loans. Moody's estimates the incremental leverage the company
can incur adds about 1.2x of total leverage. Only wholly owned
subsidiaries must provide guarantees; partial dividend of ownership
interest could jeopardize guarantees subject to limitation by
credit agreement. There are no anticipated "blocker" provisions
providing additional restrictions on top of the covenant carve-outs
to limit collateral leakage through transfers of assets to
unrestricted subsidiaries. The asset sale proceeds prepayment
requirement has leverage-based step-downs.

The proposed terms and the final terms of the credit agreement can
be materially different.

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

The stable outlook reflects Moody's expectations for modest
improvement in operating results and free cash flow over the next
12-18 months.

Ratings could be upgraded should Advantage's operating performance
improve via revenue growth, financial policy supportive of
debt-to-EBITDA sustained below 5x, EBITA-to-interest expense
maintained above 3x and free cash flow to debt in the mid-to-high
single digit percent range.

Ratings could be downgraded should Advantage's revenue or earnings
decline, debt-to-EBITDA is sustained above 6.5x, EBITA-to-interest
expense approaches 1.75x, free cash flow to debt below 1%, or
liquidity deteriorates. An aggressive financial policy including
share buybacks, dividends, or acquisitions that weaken credit
metrics and/or liquidity would also pressure ratings.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Although an economic recovery is underway, it is tenuous and its
continuation will be closely tied to containment of the virus. As a
result, the degree of uncertainty around its forecasts is unusually
high. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety.

Advantage Sales & Marketing Inc., headquartered in Irvine,
California, is a business solutions provider to consumer products
manufacturers and retailers. It provides outsourced sales,
marketing and merchandising services primarily in the US and Canada
and also in select markets abroad. Advantage is majority owned by
Leonard Green & Partners, L.P. and CVC Capital Partners and
minority owned by Bain Private Equity and management/other
investors. Revenues are about $3.5 billion for the twelve months
ended June 30, 2020.

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


ADVANTAGE SALES: S&P Assigns Prelim 'B' Rating to Secured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issue-level rating
and preliminary '3' recovery rating to Advantage Sales & Marketing
Inc.'s (ASM) proposed $500 million senior secured notes due 2028.
ASM will use the net proceeds from the notes to provide a portion
of funds to refinance its existing debt in connection with its
parent's planned merger with special-purpose acquisition company
Conyers Park II Acquisition Corp. The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default.

All of S&P's existing ratings on ASM and parent Advantage Solutions
Inc. are unchanged. This includes S&P's 'CCC+' issuer credit rating
on ASM, which remains on CreditWatch with positive implications,
reflecting the company's improved debt maturity profile and
significantly improved credit metrics if the merger and refinancing
transaction closes. S&P estimates leverage will improve to about
4.7x, pro forma for the transaction, from about 7.3x on June 30,
2020. S&P expects to raise the issuer credit ratings to 'B' and
assign the 'B' issue-level ratings to the proposed $500 million
secured notes and $1.6 billion first-lien term loan if the
transaction closes substantially on the terms presented to it and
its forecast operating assumptions do not weaken materially.

Issue Ratings – Recovery Analysis

Key analytical factors

The proposed debt capital structure consists of the following:

-- $400 million five year ABL (unrated) due 2025
-- $1.6 billion seven year first lien term loan due 2027
-- $500 million eight year senior secured notes due 2028

Security and guarantee package

The borrower under all credit facilities is ASM. Guarantors include
Karman Intermediate Corp. (unrated) and all of ASM's existing and
future wholly owned domestic subsidiaries (subject to certain
exclusions).

The ABL will have a first-priority security interest in the current
asset collateral of ASM and its guarantors and a second priority
interest in ASM's term loan/secured notes priority collateral.

The term loan and secured notes are pari passu. They will have a
second-priority lien on the current asset collateral, and be
secured on a first-priority basis by a pledge of the capital stock
of ASM and its wholly owned restricted subsidiaries, and on
substantially all the remaining assets of ASM and the guarantors
(subject to certain exceptions).

Insolvency regime

Because ASM generates the large majority of its profits in the
U.S., S&P's simulated default scenario assumes that insolvency
proceedings occur in the U.S., which it considers relatively
favorable for creditors.

"We believe creditors would receive maximum recovery in a payment
default scenario if the company reorganized instead of being
liquidated because of its established industry position and scale.
Therefore, in evaluating the recovery prospects for creditors, we
assume the company continues as a going concern and arrive at our
emergence enterprise value by applying a multiple to our assumed
emergence EBITDA," S&P said.

Simulated default assumptions

S&P's simulated default scenario contemplates a default occurring
in 2023 stemming from a decline in revenue and operating profit due
to prolonged disruption from COVID-19 on its in store demo
business, increased customer insourcing of sales and marketing
work, heightened pricing competition from rivals, and higher labor
costs. These factors lead to significant EBITDA and cash flow
deterioration, causing a payment default.

Valuation

S&P estimates a gross recovery value of about $1.8 billion assuming
an emergence EBITDA of $328 million and a 5.5x multiple. Its
emergence EBITDA assumes that following a payment default and
bankruptcy reorganization, the company would be able to cut costs
and rationalize its business, such that it can return to
profitability. The ascribed EBITDA multiple is consistent with
S&P's standard view for services companies and reflects its
expectation that there is likely going concern viability.

-- Emergence EBITDA: $328 million
-- Multiple: 5.5x
-- Gross recovery value: $1.8 billion

Simplified waterfall

-- Net recovery value for waterfall after admin. expenses (5%):
$1.71 billion
-- Obligor/nonobligor valuation split: 90%/10%
-- Estimated priority claims: $249 million
-- Remaining recovery value available for secured claims: $1.4
billion
-- Estimated secured claims: $2.11 billion
-- Recovery expectations: 50%-70%; rounded estimate: 65%


AKCEL CONSTRUCTION: Wasserman Buying Const. Equipment for $75K
--------------------------------------------------------------
Akcel Construction, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to authorize the sale of construction
equipment it no longer needs for its business operations listed on
Exhibit A, consisting of tooling and other construction related
equipment, to Wasserman & Associates, Inc. for $75,000, cash.

The Debtor is selling the Property for what it considers to be fair
market value, and believes the Property has a fair market value of
no more than $75,000.  It asserts that the Property is fully
depreciated, of de minimus value, and is burdensome to the estate.


The Sale Price of $75,00 is cash and payable in one lump sum
payment upon sale.  The Property is being sold "as is" with no
warranties of any kind, and free and clear of all liens and
interests.  The Buyer is not a creditor of the Debtor; however, the
Buyer was listed as a creditor in the case of the Debtor's related
company, Alpha Building Group, Inc., Case No: 6:20-bk-03211-LVV,
with a claim in the amount of $0.  The Buyer has not filed a Proof
of Claim in respect of its claim in the Alpha Building case and the
time to do so has since passed.

Hancock Whitney Bank may assert a secured lien on the Property.
Upon completion of the sale, Hancock’s lien, to the extent one
exists, will be stripped from the Property and will attach to the
proceeds of the sale in the same order of priority and with the
same validity, force and effect that Hancock or party in interest
had prior to such sale, subject to any claims and defenses that the
Debtor's bankruptcy estate may possess with respect thereto.

The Debtor believes the proposed sale provides the highest
available return for the Property and, thus, believes the sale is
in the best interests of its creditors and estate.

A copy of the Exhibit A is available at
https://tinyurl.com/yyjkaz9r from PacerMonitor.com free of charge.

                     About Akcel Construction

Akcel Construction, LLC is a privately held company that
specializes in providing shell construction services to builders
across Florida and the Southeastern region. Akcel Construction, LLC
and its debtor affiliate, Alpha Building Group, Inc., sought
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 20-03210) on
June 8, 2020.  The petitions were signed by Rubi Akooka, managing
member.  At the time of the filing, each Debtor disclosed estimated
assets of $1 million to $10 million and estimated liabilities of
the same range.  The Debtors are represented by Latham, Luna, Eden
& Beaudine, LLP.


AKORN OPERATING: Moody's Assigns Caa1 CFR, Outlook Positive
-----------------------------------------------------------
Moody's Investors Service assigned new ratings to Akorn Operating
Company LLC, including a Caa1 Corporate Family Rating, Caa1-PD
Probability of Default Rating, and Caa2 rating on its senior
secured term loan. The outlook is positive.

Akorn recently emerged from bankruptcy and on October 1, 2020,
Akorn announced that it completed its sale to certain of its term
loan lenders, which was approved by the United States Bankruptcy
Court for the District of Delaware on September 2, 2020. Akorn
emerges from bankruptcy with a new capital structure comprised of a
$370 million senior secured term loan and a $160 million
asset-based revolver.

Ratings assigned:

Akorn Operating Company LLC

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

Senior secured term loan at Caa2 (LGD4)

Outlook action:

Outlook assigned positive

RATINGS RATIONALE

The Caa1 Corporate Family Rating reflects Akorn's currently high
financial leverage, weak near-term product pipeline, and
outstanding FDA warning letters at two of its plants. The rating
also incorporates the risk that the recent bankruptcy and ongoing
regulatory challenges could harm the company's reputation with
customers (i.e., wholesalers may have concerns about Akorn's
ability to sustainably supply products without disruption), leading
to erosion in market share. Akorn has completed most of its action
items related to its warning letters, but still faces risk to get
cleared by the FDA. The warning letters are currently preventing
Akorn from receiving FDA approvals for products in its pipeline
that are manufactured out of those plants. Current debt/EBITDA
stands at around 8.0x including a material negative impact from
COVID-19. Weakness in demand for Akorn's products, albeit
improving, stems from the impact of fewer medical visits owing to
public efforts to curb the coronavirus pandemic (i.e. lockdowns and
physical distance measures). Moody's expects that Akorn's financial
leverage will decline through 2021 as earnings recover through a
combination of cost cutting actions and a continued recovery in
demand. The rating is also constrained by uncertainty around the
company's longer-term strategy and ability to grow.

The positive outlook acknowledges the near-term potential for Akorn
to rapidly delever through cost reductions and ongoing recovery in
demand since the height of the pandemic. If the company
successfully executes its plan to right-size the cost structure and
can address the FDA's concerns, Moody's expects leverage to decline
meaningfully and free cash flow to be positive.

ESG considerations are material to Akorn's rating. Akorn has social
and governance risk considerations, most notably, Akorn's
outstanding FDA warning letters at two of its manufacturing plants.
Governance remains a key ESG risk, given the company's recent
bankruptcy filing and still high financial leverage upon
emergence.

Akorn's liquidity profile is adequate supported by Moody's
expectation for moderate cash balances of more than $25 million and
positive free cash flow forecasted in 2021. Improvements in free
cash flow in 2021 will be dependent on the pace of cost reductions
and improvements in managing working capital, particularly in
reducing inventories from current levels. Akorn has a $160 million
asset-based revolver of which $88 million is drawn as of October
2020. The size of the facility is limited by a borrowing base that
is based on accounts receivables and inventory balances. Akorn's
term loan has no mandatory debt amortization. There is also a
maximum total leverage covenant of 6.50x which begins testing in
the fourth quarter 2020 and steps down to 5.50x over time. Moody's
expect Akorn to be in compliance with the covenant over the next 12
months. Lastly, alternate sources of liquidity are limited given
substantially all of Akorn's assets are pledged as collateral to
its secured term loan and revolver.

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

Akorn's ratings could be downgraded if its liquidity weakens
primarily due to weaker cash flow. While earnings growth is
achievable near-term with cost cutting initiatives, failure to
demonstrate a strategy for sustainable earnings growth could also
result in a downgrade.

The ratings could be upgraded if debt/EBITDA is expected to be
sustained below 6 times, with resolution of all FDA warning
letters, and improved liquidity.

Headquartered in Lake Forest, IL, Akorn Operating Company LLC is a
specialty generic pharmaceutical manufacturer. The company focuses
on generic drugs in alternate dosage forms such as ophthalmic
drugs, injectable drugs and others in liquid, semi-solid, topical
and nasal spray dosage forms. The company reported revenue of $664
million for the twelve months ended June 30, 2020.

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


AKUMIN INC: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating,
B3-PD Probability of Default Rating to Akumin Inc. Moody's also
assigned B3 ratings to the company's senior secured first lien
notes and revolving credit facility. The outlook is stable.

Proceeds from the note issuance will be used to pay down existing
revolver and term loan debt and to cover transaction-related
expenses.

The following ratings were assigned:

Issuer: Akumin Inc.

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

Proposed $75 million senior secured first lien revolving credit
facility of B3 (LGD 3)

Proposed $375 million senior secured first lien notes of B3 (LGD3)

Speculative Grade Liquidity Rating, assigned SGL-2

The outlook on all ratings is stable.

RATINGS RATIONALE

Akumin Inc's B3 CFR reflects its moderate scale, execution risk
associated with aggressive growth strategy, high financial
leverage, and geographic concentration in two states -- Texas and
Florida. Moody's expects the company's financial leverage at the
close of the transaction, including a reasonable COVID-19
adjustment, to be approximately 5.9 times (6.5x without adjusting
for COVID-19). Moody's expects that the company's debt/EBITDA will
temporarily rise close to mid-6.0 times in 2020 due to the impact
of the coronavirus pandemic. However, leverage should return to
below 6.0 times by mid-2021 as earnings gradually recover.

The company's ratings benefit from a strong competitive position
through high density in its two primary markets. They also benefit
from Akumin's ability to offer multiple services under the same
roof. The company has good payor diversity with the majority of
revenues derived from commercial payors who offer higher
reimbursement rates than Medicare or Medicaid, which further
supports its ratings.

Akumin's SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation of good liquidity over the next 12-18 months. This is
supported by Moody's expectations of cash balances of approximately
$29 million, along with full availability under the company's $75
million committed bank revolver. Moody's expects that the company's
operations will consume a modest amount of cash in 2020 and 2021
because of coronavirus impact and other one-time expenses, but that
the company will become cash flow positive in 2022. Akumin does not
have any mandatory debt amortization over the next 12-18 months.
The company's cash and revolver availability will be more than
sufficient to satisfy its cash needs until 2022.

The stable outlook reflects Moody's expectation that the company
will continue to exhibit relatively high event and execution risks
as it pursues expansion. Moody's also expects that the company will
employ a balanced financial strategy and will manage its financial
leverage such that debt/EBITDA (Moody's adjusted) remains below 6.0
times.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
the corporate assets from the current weak U.S. economic activity
and a gradual recovery for the coming months. Although economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.

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

Akumin will need to obtain larger scale, combined with a
well-managed execution of its rapid growth strategy before Moody's
would consider a rating upgrade. The company would also need to
demonstrate a track record of generating positive free cash flow,
and sustain its debt/EBITDA below 5.0 times before Moody's would
consider an upgrade

Deterioration of operating performance, weakening liquidity, or a
prolonged impact from the coronavirus pandemic than its current
assumptions could result in a ratings downgrade.

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

Akumin, Inc., with registered head offices in Toronto Canada and
Plantation, FL, is a provider of diagnostic imaging services in the
US states of Delaware, Florida, Georgia, Illinois, Kansas,
Pennsylvania and Texas. The company's services include magnetic
resonance imaging, computed tomography, positron emission
tomography, nuclear medicine, mammography, ultrasound, digital
radiography (X-ray), fluoroscopy and other related procedures.
Revenues are approximately US$271 million.


ALBANY MOLECULAR: Moody's Upgrades CFR to B2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Albany Molecular Research,
Inc.'s Corporate Family Rating to B2 from B3, Probability of
Default Rating to B2-PD from B3-PD, and senior secured second lien
term loan rating to Caa1 from Caa2. Concurrently, Moody's assigned
B2 ratings to AMRI's $100 million senior secured revolving credit
facility expiring in 2024 and the new $210 million non-fungible
incremental first lien term loan. Finally, Moody's affirmed the B2
ratings on AMRI's existing senior secured first lien debt,
consisting of a revolving credit facility and term loan. The
outlook is stable.

The rating actions follow the announcement that AMRI will utilize
proceeds from a $210 million incremental first lien term loan to
fully repay second lien debt and pay related fees and expenses. As
a part of the transaction, the company is also extending the
maturity on its $100 million revolving credit facility into 2024.
The B2 rating on the existing revolving credit facility expiring in
2022 and the Caa1 rating on the senior secured second lien term
loan will be withdrawn upon the closing of the transaction.

The upgrade of the Corporate Family Rating to B2 reflects
meaningful improvement in AMRI's performance over the last several
years, reflected in a substantial reduction in financial leverage
(5.6x as of June 30, 2020 on Moody's adjusted basis). Moody's
expects continued deleveraging given a strong backlog and favorable
industry outlook. The upgrade also reflects strengthening of the
company's cash flows. Moody's expects this to continue over the
next 12-18 months, although free cash flow will be somewhat
constrained by incremental growth capital expenditures. That said,
Moody's expects that these investments will benefit the credit
profile over time.

The B2 rating on the senior secured first lien debt reflects the
expected full repayment of the second lien debt. This will remove
the loss absorption support to the first lien credit facilities

Following is a summary of Moody's rating actions for Albany
Molecular Research, Inc.:

Ratings assigned:

Senior secured first lien revolving credit facility expiring 2024
at B2 (LGD 3)

Senior secured first lien term loan add-on due 2024 at B2 (LGD 3)

Ratings upgraded:

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2-PD from B3-PD

Senior secured second lien term loan due 2025 to Caa1 (LGD 5) from
Caa2 (LGD 5), to be withdrawn at close

Ratings affirmed:

Senior secured first lien revolving credit facility expiring 2022
at B2 (LGD 3), to be withdrawn at close

Senior secured first lien term loan due 2024 at B2 (LGD 3)

Outlook Actions:

Issuer: Albany Molecular Research, Inc.

Outlook, Stable

RATINGS RATIONALE

AMRI's B2 Corporate Family Rating (CFR) broadly reflects Moody's
expectation that the company will operate with moderately high
financial leverage. For the LTM period ended June 30, 2020,
debt/EBITDA was 5.6x. Moody's expects leverage to decline to below
5.0 times, as the company continues to benefit from
mid-single-digit organic growth, and business optimization plans,
over the next 12-18 months. That said, AMRI's earnings and cash
flows are volatile due to fluctuating volumes and a high fixed cost
structure of its manufacturing business. The rating also reflects
the company's moderate, albeit increasing size, customer
concentration and lower profit margins compared to larger contract
development and manufacturing organizations. AMRI's focus on
complex API (Active Pharmaceutical Ingredients) and finished
products, however, partially mitigates the limited scale and
customer concentration. AMRI benefits from good production
capabilities, geographic breadth, and a good industry growth
outlook. The ratings also reflect Moody's expectation that the
company's good liquidity profile will continue to be supported by
positive free cash flow despite an increase in growth capital
expenditures.

The stable ratings outlook reflects Moody's expectation of modestly
improving credit metrics and good liquidity, offset by volatility
and risks inherent in the contract manufacturing business.

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

The ratings could be upgraded if the company increases its scale
while effectively managing its growth. AMRI would need to reduce
its debt to EBITDA below 4.5 times before Moody's would consider an
upgrade. Strengthening of liquidity, supported by further
improvement in free cash flow could also support an upgrade.

The ratings could be downgraded if operating performance
deteriorates, if free cash flow becomes persistently negative, or
if the company's debt/EBITDA is expected to be sustained above 5.5
times. A downgrade could also occur if the company's liquidity
erodes.

Albany Molecular Research, Inc. is a global contract research and
manufacturing organization (CDMO) providing drug discovery,
development and manufacturing services. The company is owned by The
Carlyle Group and GTCR LLC. For the LTM period ended June 30, 2020,
the company generated revenues of approximately $725 million.

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


ALBANY MOLECULAR: S&P Rates $210MM Secured 1st-Lien Term Loan 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Albany, N.Y.-based contract development and
manufacturing organization (CDMO) Albany Molecular Research Inc.'s
(AMRI) proposed $210 million senior secured first-lien term loan
due 2024. The '3' recovery rating indicated its expectation for
average (50%-70%; rounded estimate: 50%) recovery in the event of a
payment default.

"We expect the company to use the proceeds from this term loan to
redeem the $205 million outstanding on its second-lien term loan
maturing in August 2025. We view the transaction as effectively
leverage neutral," S&P said.

S&P's 'B-' long-term issuer credit rating and stable outlook on
AMRI reflect its modest scale (less than $1 billion in annual
revenue) and its margins and free cash flow, which have been weaker
than those of its peers despite improving in recent quarters. Its
rating also reflects the company's relatively predictable
revenue--given its high customer switching costs stemming, in part,
from regulatory hurdles--and good customer, product revenue (across
its active pharmaceutical ingredients [APIs], development, and
manufacturing), and geographic diversity. The long-lived nature of
its customer contracts and its focus on more-advanced manufacturing
processes (including biologics) also support the rating.

"Our rating is constrained by the aggressive financial policy of
AMRI's private-equity sponsor owners and our expectation that,
despite the substantial improvement in its leverage to about 5.5x
as of June 2020, the company will remain highly leveraged under it
current owners," S&P said.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- Pro forma for this refinancing, the company's capital structure
comprises a $100 million revolver (assumed 85% drawn at default),
its existing first-lien term loan (about $637 million outstanding),
and the new $210 million non-fungible first-lien term loan.

-- S&P's 'B-' issue-level rating on the first-lien debt (both term
loans and the revolver) is in line with its issuer credit rating.
The '3' recovery rating indicates its expectation for average
(50%-70%; rounded estimate: 50%) recovery in the event of a payment
default.

-- S&P's simulated default scenario contemplates a default
occurring in 2022, potentially stemming from a regulatory
suspension of its manufacturing operations at one or more
facilities.

-- S&P believes AMRI would likely reorganize in the event of
default and value the company on a going-concern basis using a 6x
multiple of its projected default-level EBITDA. This multiple is
similar to the multiples S&P uses for other CDMOs based on their
scientific expertise and specialized facilities.

-- The secured credit facilities benefit from a downstream
guarantee from UIC Parent Co., an upstream guarantee from the
company's wholly owned U.S. restricted subsidiaries, and a pledge
of 65% of AMRI's equity interests in its foreign subsidiaries.
AMRI's U.S. operations, which provide a secured guarantee to the
facilities, contribute approximately 50% of its revenue. Its
foreign operations, which are nonguarantors, contribute the
remaining 50% of its revenue.

Simulated default assumptions

-- Simulated year of default: 2022
-- EBITDA at emergence: $84 million
-- EBITDA multiple: 6x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $476
million

-- Valuation split (obligors/nonobligors): 50%/50%

-- Total collateral value available to secured debt: $393 million

-- First-lien debt claims: $944 million

-- First-lien recovery expectations: 50%-70% (rounded estimate:
50%)

Note: All debt amounts include six months of prepetition interest.


ALLEN SUPPLY: Proposes a Sale of Assets to MacIntosh Linen
----------------------------------------------------------
The Allen Supply & Laundry Service, Inc., asks the U.S. Bankruptcy
Court for the District of New Jersey to authorize the sale of its
customer accounts, certain vehicles, and certain equipment to
MacIntosh Linen & Uniform Rental, Inc., free and clear of liens,
claims and encumbrances.

Herbert Allen, the President and 100% stockholder of the Debtor,
certifies that the Debtor determined it is in its best interest,
its bankruptcy estate and creditors to sell its customer accounts
and related inventory, certain vehicles and equipment to MacIntosh
pursuant to the Asset Sale and Purchase Agreement.  MacIntosh is
located in Bethlehem, Pennsylvania and is likewise in the laundry
and linen service business.

MacIntosh was procured through Beechwood and has no connection with
or relationship with the Debtor and is a good faith purchaser for
value and has made the best and only offer for the Debtor's
customer accounts and related assets.  The Debtor is unable to make
a profit due to the foregoing circumstances so the proposed sale to
MacIntosh will generate value for the bankruptcy estate and
creditors from the Debtor's accounts which would otherwise be lost
in the absence of a sale and if the Debtor ceased operations.  

eechwood Capital Advisors, LLC, the Debtor's investment banker,
undertook significant efforts to market the Debtor's assets for
sale.  Accordingly, the Debtor is confident that the assets were
exposed to the market and that the proposed sale before the Court
is fair and reasonable.   Beechwood noted that the fact the Debtor
did not have long term written contracts with its customers was
detrimental to the value of the customer accounts.

A summary of the proposed Asset Purchase Agreement is as follows:


    a. MacIntosh will pay the Debtor a $22,000 non-refundable
payment at closing;

    b. MacIntosh will pay the Debtor a $14,311 non-refundable
payment on Dec. 31, 2020;

    c. MacIntosh will pay the Debtor $7,000 at closing to purchase
two washing machines: 2012 Minor 160lb open pocket washers (Exhibit
B);

    d. MacIntosh is purchasing the majority of the Debtor's
customer accounts and related inventory and will pay the Debtor
10.1% (MacIntosh's estimated profit on the accounts) of the weekly
billing to Allen customers for a period of 65 weeks.  MacIntosh is
to make payment to the Debtor on a weekly basis.  

    e. From the 10.1% payable to the Debtor each week, $338 for the
65-week period will be deducted as a credit for the initial
$22,000.00 non-refundable payment to be made at closing.

    f. From the 10.1% payable to the Debtor each week, $270 per
week for 53 weeks will be deducted as a credit for the Dec. 31,
2020 payment of $14,311.

    g. From the 10.1% payable to the Debtor each week, $168 per
week for 65 weeks will be deducted as a credit to compensate
MacIntosh for insufficient uniform inventory for the customers
being purchased which inventory adjustment totals $10,944.

    h. There will be a weekly addition of $307 per week payable by
MacIntosh to the Debtor for 65 weeks to compensate the Debtor for
the purchase of three of the Debtor's trucks for the amount of
$30,000 (Exhibit C).  The trucks that are being purchased are a
2015 Chevrolet Express Com Cut truck that has a lien in the amount
of $5,128; a 2015 Chevrolet Express Com Cut truck that has a lien
in the amount of $4,941 and a 2015 Chevrolet City Express that has
no lien.  These vehicles are listed in Exhibit c to the Asset
Purchase Agreement.  In addition to the $307 payment per week for
65 weeks, MacIntosh will pay off the outstanding balance on the
liens on the vehicles in the amount of $10,069 at closing and the
balance of $19,931 is being paid to the Debtor over the 65-week
period.  The Debtor will have a lien on the vehicles to secure the
amount due until payment is made in full.

    i. The Debtor is granting MacIntosh a license to occupy certain
storage and other space at its property located at 971 East 24th
Street, Paterson, New Jersey on a month to month basis for a
license fee of $300 per month.

In addition to the foregoing, MacIntosh will collect the Debtor's
outstanding receivables for the customer accounts being purchased
estimated to be in the amount of $116,082.  The Debtor still owns
and has title to the receivables however, for continuity purposes
and ease of collection, these receivables may be remitted to
MacIntosh.  MacIntosh is entitled to retain 10% of the receivables
collected and the balance will be remitted to the Debtor.  The
Debtor estimates that the net collection after MacIntosh's fee on
these receivables will be approximately $92,800.

It is estimated that MacIntosh should have weekly revenue from the
purchased accounts in the approximate amount of between $21,000 and
$32,345 per week resulting in funds to the bankruptcy estate from
the sale including the sale of vehicles and equipment and the
Debtor's receivables in amount of between $268,652 and $343,137 as
set forth in Exhibit D.

It is contemplated that the consideration to the Debtor from the
sale will commence (the 65 week period) upon closing however, due
to the uncertain nature of COVID-19, the Asset Purchase Agreement
permits the Debtor to suspend the 65 week payment period for up to
three months in the event that the restaurant industry’s
operations are shut down or closed due to COVID-19.

In light of the foregoing, the Debtor believes that the proposed
sale to MacIntosh is in the best interest of the Debtor, its
bankruptcy estate and its creditors.  It believes that the funds to
be generated from the sale, plus funds to be generated from the
sale of the real estate and equipment, will realize funds to enable
the Debtor to confirm a Plan.

It should also be noted that Herb Allen, the President and owner of
the Debtor, has executed an employment agreement with MacIntosh,
which is to be renewed on an annual basis.  Mr. Allen will
initially be paid a salary of $85,000 per year for full time
employment with MacIntosh plus commissions on new non-debtor
customer accounts.  The Debtor submits that the employment
agreement is reasonable and is a benefit to the Debtor as Mr. Allen
is familiar with the customers and will continue to service those
accounts so that the customers will do business with MacIntosh
going forward which will generate additional funds for the Debtor
from the sale.  

The Debtor also asks that the Court authorizes payment of
compensation to Beechwood for its efforts in the case.  The Court
has already entered an Order authorizing payment to Beechwood in
the amount of $12,000.  Beechwood has agreed to accept a reduced
fee and the Debtor has agreed to Beechwood receiving a reduced
total fee of $49,000 of which Beechwood has already received
$24,000.  Accordingly, the Debtorasks the allowance of fees to
Beechwood of $37,000, with $12,000 already been paid, leaving a
balance of $25,000 that will be allowed as an administrative claim
in the case to be paid at a later date.  

A hearing on the Motion is set for Oct. 27, 2020 at 10:00 a.m.
Objections, if any, must be filed no later than seven days prior to
the return date.

A copy of the Agreement is available at
https://tinyurl.com/y49ap2ly from PacerMonitor.com free of charge.

            About The Allen Supply & Laundry Service

Founded in 1920, The Allen Supply & Laundry Service, Inc., provides
dry cleaning and laundry services. The Allen Supply & Laundry
Service sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D.N.J. Case No. 19-10132) on Jan. 3, 2019.  At the time of
the filing, the Debtor was estimated to have assets of $1 million
to $10 million and liabilities of less than $1 million.

The Honorable John K. Sherwood oversees the case. The Debtor tapped
Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; New &
Karfunkel, P.C. as special counsel; and Speed Financial Services,
Inc. as accountant.  Beechwood Capital Advisors was hired as the
Debtor's business broker; and Re/Max Traditions as its real estate
broker.


ALLIANCE HEALTHCARE: Moody's Alters Outlook on Caa2 CFR to Stable
-----------------------------------------------------------------
Moody's Investors Service changed the outlook for Alliance
HealthCare Services, Inc.'s to stable from negative. At the same
time, Moody's appended an /LD (limited default indicator) to the
company's Caa2-PD/LD Probability of Default Rating (PDR). Moody's
affirmed the company's Caa2 Corporate Family Rating, Caa1 first
lien facilities ratings and the Ca second lien term loan rating.

On October 13, 2020, Alliance HealthCare amended its credit
agreements in a manner that will significantly reduce cash debt
service requirements. Specifically, the first lien lenders
consented to defer up to 40% of term loan amortization at the
company's options in certain circumstances. In addition, the
company's second lien lenders consented to receive the majority of
interest payments in kind, rather than in cash. The transaction,
which also includes the relaxation of financial covenants, will
bolster the company's liquidity profile in the next 12 months.

Moody's appended /LD indicator to the company's PDR reflecting a
view that these changes resulted in terms less favorable than that
provided in the original credit agreement. As a result, this
amendment qualifies as a distressed exchange, and therefore, a
limited default under Moody's definition. The /LD will be removed
within the next few business days.

The change of outlook to stable reflects the company's improved
liquidity situation after executing amendments to both first and
second lien credit agreements.

The affirmation of the company's Caa2 CFR reflects Moody's view
that the company will continue to face challenges in balancing its
cash outflow with internal cash generation beyond 12 months unless
the operating performance improves substantially. The company's
debt has not been reduced by recent amendments and the debt will
continue to increase if the company exercises its options to defer
mandatory principal amortization and to pay interest in kind (as
opposed to in cash). The rating also reflects the uncertainty that
the company's operations will improve beyond historical performance
such that the company's capital structure will become sustainable.

The following ratings were affirmed:

Issuer: Alliance HealthCare Services, Inc.

Corporate Family Rating at Caa2

$125 million senior secured 1st lien revolving credit facility
expiring 2022 at Caa1 (LGD3)

$405 million senior secured 1st lien term loan due 2023 at Caa1
(LGD3)

$120 million senior secured 2nd lien term loan due 2024 at Ca
(LGD5)

The following rating was affirmed and appended with /LD indicator:

Issuer: Alliance HealthCare Services, Inc.

Probability of Default Rating Caa2-PD/LD appended /LD indicator

Outlook Action:

The outlook changed to stable from negative.

RATINGS RATIONALE

Alliance's Caa2 CFR reflects the company's challenging operating
environment, weak cash flow generation in relation to debt
repayment obligations and high financial leverage. The company's
near-term liquidity is adequate following the relief provided by
recent amendments to the company's first and second lien credit
agreements. However, the cash debt service requirements could rise
again if the company is unable to improve its profitability and
cash flow in the next 12 months because of operating challenges
including those posed by the coronavirus pandemic.

Moody's estimates that the company's debt/EBITDA was approximately
6.4 times at the end of June 2020, and it will peak in the next six
months in the high 6.0 times range due to coronavirus impact.
Moody's expects that procedure volumes will continue to recover and
will approach 2019 levels over the course of 2021.

The company's rating benefits from a unique business model of
partnering with hospitals in long term contracts and joint venture
relationships, which provide durability to revenue and cash flow.
The rating also benefits from healthy demand for the company's
services.

Alliance HealthCare's liquidity is adequate. The company had a cash
balance of $102.1 million as of 6/30/2020 and it also had access to
$4.5 million under its $125 million revolver. Moody's estimates
that the company will generate $70-80 million in cash flow from
operations (assuming $11.25 million interest on second lien term
loan paid in kind) over the next 12 months. In terms of cash needs,
the company will need to cover about $20 million in net capital
expenditure and approximately $45.5 million in long-term debt and
obligations under capital leases respectively coming due within 1
year as of 6/30/2020. If the company exercises its option to defer
mandatory first lien debt amortization, a portion of the maturing
debt obligation (~$8 million) can be deferred. Further, the company
also has made discretionary distributions to its minority interest
holders in the past ($22 million in the 12 months ended June
2020).

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

Ratings could be upgraded if the company makes meaningful progress
in improving liquidity such that the prospects for a successful
refinancing improve ahead of the maturity of its existing credit
facilities.

Ratings could be downgraded if operating performance weakens,
liquidity erodes, or the probability of default including by way of
a transaction that Moody's would deem a distressed exchange were to
rise.

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

Alliance HealthCare is a national provider of freestanding,
outsourced and joint venture healthcare services that include
outpatient radiology, oncology and interventional services,
including both mobile and fixed sites, and ambulatory surgical
centers. As of June 30, 2020, Alliance operated 614 diagnostic
imaging and radiation therapy systems, including 70 fixed-site
radiology centers across the country. Additionally, the company
operated 34 radiation therapy centers and stereotactic radiosurgery
(SRS) facilities. With a strategy of partnering with hospitals,
health systems and physician practices, Alliance provides
healthcare services to over 1,100 hospitals and healthcare partners
in 46 states of the United States of America. Alliance HealthCare
is majority owned by Tahoe Investment Group Co., Ltd. ("Tahoe")
through its affiliated company.


ALLIANCE HEALTHCARE: S&P Cuts ICR to 'SD' on Credit Deal Amendment
------------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on Alliance
HealthCare Services to 'SD' from 'B-'

The downgrade follows the company's amendment to its credit
agreement that will provide covenant relief and improve liquidity.
Second-lien lenders agreed to convert most of the scheduled cash
interest payment to payment-in-kind (PIK) interest. In return, the
company agreed to a small increase in overall interest (cash
interest plus PIK), as well as grant second-lien lenders equity in
the company.

Meanwhile, S&P placed the company's first-lien issue-level ratings
on CreditWatch with negative implications, reflecting prospects for
a lower rating. The current recovery rating is a '3', reflecting
S&P's expectation of meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default.

S&P lowered the issue-level rating on the second-lien term loan due
2024 to 'D' from 'CCC'. The recovery rating remains '6', reflecting
its expectation of negligible (0%-10%; rounded estimate: 0%)
recovery in the event of a payment default.

"We lowered the issuer credit rating and the second-lien debt
rating on Alliance HealthCare Services to reflect our view of the
distressed nature of the recently completed credit agreement
amendment," S&P said.

In addition to relief against very tight financial covenants,
second-lien term loan lenders agreed to exchange annual cash
interest payments of LIBOR plus 1,000 basis points (L+1000 bps) (1%
LIBOR floor) for cash interest payments of L+100 bps (1% LIBOR
floor) plus 1,000 bps PIK along with warrants to potentially
acquire equity in the company. S&P views this transaction as
distressed because it believes the compensation in the form of 1%
additional overall interest expense coupled with equity in the
company is insufficient compensation for breaching the original
promise of cash interest payments. This view incorporates S&P's
belief the company may struggle to refinance its debts as they come
due, as well as significant questions around the value of the
company's equity.

The amendment also changed the terms for first-lien term loan
lenders. The amendment gives the company the ability to defer up to
40% of scheduled amortization payments, depending on meeting a
defined liquidity threshold. In return, lenders receive an
additional interest in the form of a PIK at 100bps plus warrants to
acquire equity in the company. If the company does utilize the
amortization deferral feature, lenders will receive an additional
300 bps in the annual PIK rate (total 400 bps additional annual
interest rate) in the quarter amortization is deferred.

"We do not view the first-lien amendment as a distressed
transaction at this time because the company has not yet deferred
amortization. To the extent the company were to defer amortization,
we would expect to temporarily lower the rating on the first-lien
debt to 'D' because we would view such a deferral as a distressed
transaction," S&P said.


ALLOY PARENT: Moody's Assigns Caa2 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service assigned a Caa2 corporate family rating
(CFR) to Alloy Parent Limited. The company is an intermediate
holding company within Doncasters Group, a manufacturer of
precision casting and superalloys for the aerospace, automotive and
industrial gas turbine (IGT) sectors, headquartered in the UK.

Concurrently Moody's has assigned a Caa3-PD probability of default
rating (PDR) to the company, and a Caa3 rating to the GBP218
million sterling-equivalent senior secured first lien term loans
due 2024. Moody's has also withdrawn the Caa3 CFR and Ca-PD PDR of
Doncasters Group Limited. The outlook on all the ratings is
negative. This concludes the review for upgrade initiated by
Moody's on March 17, 2020.

The rating action reflects the following:

  -- the conclusion of Moody's review of the financial
restructuring of Doncasters Group which completed in March 2020

  -- the adverse impact of the coronavirus pandemic on the
company's aerospace and automotive activities

  -- the potential for liquidity pressures over the next 12-18
months

RATINGS RATIONALE

The Caa2 CFR reflects the company's: 1) diversified revenues across
a broad range of industries, platforms and customers, and between
original equipment and the aftermarket; 2) long-term agreements in
aerospace and IGT which underpin the company's position on
platforms and typically allows for the pass-through of metal price
changes; 3) the company's top three positions on critical long-term
programmes and vertical integration through in-house superalloy
production; 4) the potential for substantial earnings improvement
from operational turnaround and new business wins.

The rating also reflects: 1) the severe effects of the coronavirus
pandemic on aerospace and automotive markets, with the aerospace
sector unlikely to recover until after 2023; 2) the company's high
leverage which Moody's expects will remain above 10x
(Moody's-adjusted) over the next 12-18 months at least; 3)
operational challenges as a result of new product introductions and
manufacturing issues for which further actions may be needed to
address; 4) the presence of substantially larger competitors in
Precision Castparts Corp. (A2 negative) and Arconic Corporation's
(Ba3 stable) Howmet division; 5) the potential for liquidity
pressures over the next 12-18 months.

In March 2020 Doncasters completed its financial restructuring
which resulted in the reinstatement of 50% of its first lien senior
debt. The remaining 50% of first lien senior debt and 20% of the
company's second lien loans were converted into payment in kind
notes (PIK) and equity and 80% of the second lien loans were
released. The restructure resulted in a reduction in
Moody's-adjusted debt of around 60% and ownership of the group
being transferred from Dubai International Capital to a new
lender-owned holding company.

Since the restructuring completed the coronavirus pandemic has had
a severe effect on many of the company's markets, in particular
commercial aerospace and automotive, whilst the IGT market remains
more robust. Moody's expects commercial aerospace to remain under
pressure in 2021, with a recovery to 2019 levels beyond 2023. There
are risks of further new aircraft production cuts in 2021 and
Moody's expects commercial passenger volumes to remain highly
depressed. By contrast Moody's expects a degree of improvement in
automotive markets in 2021 with Western European automotive sales
forecast to grow by around 12%. The substantial restructuring of
supply chains particularly in aerospace in the face of long term
reduced demand are likely to put continued pressure on Doncasters'
business.

The company is focused on operational improvement and new business
particularly in segments of the market it has previously
underserved and there are upside opportunities to return to
historic levels of profitability alongside a broader simplification
of the group and a gradual market recovery.

LIQUIDITY

Moody's considers the company's liquidity to be weak. Liquidity is
supported by cash on balance sheet and an asset backed loan (ABL)
working capital facility of up to GBP70 million. As a result of
challenging trading conditions since the coronavirus pandemic
Moody's expects the company to sustain free cash outflows over at
least the next 12-18 months which could put pressure on liquidity
headroom.

STRUCTURAL CONSIDERATIONS

The senior secured term loans are rated Caa3, one notch below the
corporate family rating. This reflects their ranking behind the
company's ABL facility by virtue of priority security arrangements.
The term loans are borrowed by Doncasters US Finance LLC and
Doncasters US LLC which are wholly-owned indirect subsidiaries of
Alloy Parent Limited. They are guaranteed by the company and
material subsidiaries subject to a minimum guarantor coverage
test.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

Following the financial restructuring Doncasters is owned by its
lenders resulting in a strong alignment of equity and creditor
interests, although leverage remains high given the effects of the
coronavirus pandemic on trading results.

OUTLOOK

The negative outlook reflects the continued pressure on the
company's trading and cash flows from the effects of the
coronavirus pandemic and potential for tightening of liquidity
headroom over the next 12-18 months.

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

The ratings could be upgraded when there is more clarity on the
recovery profile of the company's markets following the coronavirus
pandemic, leading to expectations of earnings growth, and alongside
improvements in the company's liquidity.

The ratings could be downgraded if there is a further deterioration
in market outlook, operating performance or cash outflows leading
to a reduction in expected debt recoveries.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS:

Assignments:

Issuer: Alloy Parent Limited

Probability of Default Rating, Assigned Caa3-PD

LT Corporate Family Rating, Assigned Caa2

Issuer: Doncasters US Finance LLC

Senior Secured Bank Credit Facility, Assigned Caa3

Issuer: Doncasters US LLC

Senior Secured Bank Credit Facility, Assigned Caa3

Withdrawals:

Issuer: Doncasters Group Limited

Probability of Default Rating, Withdrawn, previously rated Ca-PD on
review for upgrade

LT Corporate Family Rating, Withdrawn, previously rated Caa3 on
review for upgrade

Outlook Actions:

Issuer: Alloy Parent Limited

Outlook, Assigned Negative

Issuer: Doncasters US Finance LLC

Outlook, Assigned Negative

Issuer: Doncasters US LLC

Outlook, Assigned Negative

Issuer: Doncasters Group Limited

Outlook, Changed To Rating Withdrawn From Ratings Under Review

COMPANY PROFILE

Doncasters is a vertically integrated manufacturer of high-quality
engineered precision components for aeroengines, industrial gas
turbines, and other specialist high performance applications. It
serves as a tier one and two suppliers to a diversified industry
base focused principally on the aerospace, energy, and commercial
vehicle markets. The company operates 11 principal manufacturing
facilities across Europe and North America. In 2018 Doncasters
generated revenues and EBITDA from continuing operations of GBP459
million and GBP33 million respectively.



AMENTUM GOVERNMENT: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (CFR) of Amentum Government Services Holdings and downgraded
the first lien credit facility rating to B1 from Ba3. Concurrently,
Moody's has assigned a B1 rating to a $980 million incremental term
loan that will be issued under Amentum's first lien credit
facility. Proceeds of the incremental term loan along with $129
million of balance sheet cash will go toward financing Amentum's
acquisition of DynCorp International, LLC ("DI") which is expected
to close in Q4-2020. The rating outlook continues at stable.

According to Moody's lead analyst, Bruce Herskovics, "Although the
acquisition of DI will add about a turn of leverage and occur soon
after Moody's initiated ratings in January 2020, Amentum's
operational results have been strong and the DI acquisition will
expand market coverage, service capabilities and backlog, giving
Amentum greater resilience and growth potential." Regarding the
downgrade of the first lien credit facility rating Herskovics
added, "as all of the new debt issued is first lien while Amentum's
$335 million second lien debt facility (unrated) remains unchanged,
the expected loss calculated on the first lien class of debt
increases substantially with this transaction, warranting the lower
up-notching of the debt's ratings to one notch above the CFR from
two notches."

RATINGS RATIONALE

The B2 CFR reflects Amentum's high backlog, ability to lead large
programs, and low risk of margin compression, against a very short
operating history as an independent, newly branded business,
elevated leverage, acquisitiveness and modest liquidity. Pro forma
for the transaction, debt to EBITDA on a Moody's adjusted basis
will be in the low-6x range declining to mid-5x in FY2022 from free
cash flow driven debt reduction and EBITDA growth. However, with
only five months of actual results reported since the January 2020
LBO, the pro forma leverage calculation is subject to uncertainty
due to Amentum's short standalone operating history.

DI will notably bring Amentum contracts and workers focused on US
military aircraft maintenance, contingency operations, and a broad
range of mission support across the US Department of State and US
Department of Homeland Security communities. Amentum's
long-standing experience within infrastructure program management
should hold much relevance within DI's end markets, enhancing the
bid pipeline of the combined business.

DI's ability in recent years to lessen its dependence on programs
funded through the, often-volatile, supplemental US defense budget
accounts impressively raised backlog and revenue visibility.
Nonetheless, Amentum will be acquiring a shrinking business as DI's
participation under the LOGCAP IV program will conclude, which adds
execution risk. Specifically, DI's Afghanistan-based logistics and
base operations work in support of the US Army will decline over
2020-2021 from about $550 million annually to $100 million with
EBITDA of about $120 million reached in 2021, versus roughly $156
million in 2020. Over 2021/2022, recently won contracts/task orders
should be ramping, enabling a resumption of growth later in 2022.
But the degree of growth and precise inflection point remain
uncertain and will somewhat depend on Amentum's ability to well
integrate the business development teams and sustain DI's contract
execution standard.

Pro forma for the acquisition Amentum will possess backlog of $31
billion, which represents over 5x annual revenue and will be
greater than any other rated defense services prime, underscoring
the size and tenor of Amentum's programs.

While the backlog amount stands prominently versus peers, Amentum
will continue to exhibit EBITDA margin of 6%-7%, which is low when
compared to other defense services contractors. With the company's
emphasis on cost-based contracts, efficiencies gained through
better amortization of overhead costs will mostly accrue to the
customer. Nonetheless, better overhead amortization will also
improve the company's price competitiveness while cost-based
contracts lessen the extent of margin pressure that would be caused
by higher than expected program costs. Moody's expects Amentum's
revenue to grow around 2% annually over the next three years, below
the growth rate of higher margin defense services contractors who
emphasize professional, information technology and engineering
service offerings.

The historical emphasis on critical infrastructure has brought
Amentum a significant joint venture portfolio, which results in a
material amount of minority interest ownership and adds complexity
to the cash flow forecast. The company's equity basis JVs have not
required significant capital in recent years and profitability
levels have been steady.

The rating outlook has been maintained at stable in recognition of
a supportive US defense contracting market setting, likelihood of
free cash flow to debt of 5% and an adequate liquidity profile.

Moody's expects that the company will generate near-term free cash
flow of $130 million to $150 million annually, well in excess
scheduled term loan amortization. At transaction close there will
be very little cash on hand beyond cash held at consolidated joint
ventures, raising the likelihood that Amentum may briefly depend on
its revolving credit facility cash reserves grow. The revolver's
size will increase to $250 million from $200 million along with the
incremental term loan issuance. While no borrowing will exist under
the line at transaction close, the total commitment will be modest
relative to Amentum's size. The first lien credit facility's only
financial maintenance covenant test is designed for the benefit of
revolving lenders. The test threshold will not be amended in the
transaction but headroom under the test should be continue to be
sufficient and the test will only apply when revolver utilization
exceeds 35% of the commitment.

The B1 rating for the first lien credit facility is one notch above
the CFR, reflecting the presence of effectively junior second lien
debt and unsecured non-debt liabilities that would likely absorb
much loss in a stress scenario and thereby supports higher recovery
prospects for first lien creditors versus other liabilities in the
event of default.

Upward rating momentum would depend on Moody's expectation of
leverage being sustained at low 5x, free cash flow-to-debt
approaching 10%, and the company's maintenance of a stronger
liquidity profile. Downward rating pressure would mount with
leverage continuing at 6x or more, sustained reliance on the
revolving credit facility and/or revenue problems.

Affirmations:

Issuer: Amentum Government Services Holdings LLC

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Downgrades:

Issuer: Amentum Government Services Holdings LLC

Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from
Ba3 (LGD3)

Assignments:

Issuer: Amentum Government Services Holdings LLC

Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

Outlook Actions:

Issuer: Amentum Government Services Holdings LLC

Outlook, Remains Stable

Amentum, headquartered in Germantown, MD, is a provider of test and
training range maintenance and operations, equipment maintenance
and sustainment, facilities management, cyber / IT, and
environmental remediation services to the US and other national
governments. Revenues in the fiscal year ending September 30, 2020,
pro forma for the acquisition of DynCorp International LLC, will be
approximately $6.5 billion. Amentum is owned by entities of Lindsay
Goldberg and American Securities.

The principal methodology used in these ratings was Aerospace and
Defense Methodology published in July 2020.


AMERSON INVESTMENT: Taps Bennett Guthrie as Legal Counsel
---------------------------------------------------------
Amerson Investment, LLC received approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to hire
Bennett-Guthrie PLLC as its bankruptcy counsel.

The firm will render these legal services to the Debtor:

     (a) advise the Debtor as to its rights, duties and powers
under the Bankruptcy Code;

     (b) advise the Debtor as to the ability and means by which
some or all of its assets could be leased, sold or refinanced to
generate cash for the payment of claims;

     (c) advise the Debtor as to any other matter relevant to its
Chapter 11 case or the formulation of a bankruptcy plan;

     (d) assist the Debtor in the operation of its childcare
business;

     (e) assist the Debtor in the preparation and filing of
statements of financial affairs, schedules, reports, disclosure
statements, plans and other documents and pleadings that the Debtor
is required to file in its case;

     (f) represent the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings;

     (g) assist and advise the Debtor with regard to communications
to the general creditors body regarding any matters of general
interest and any proposed Chapter 11 plan; and

     (h) perform other necessary legal services.

The firm's services will be provided mainly by Erik Harvey, Esq.
The attorney received the sum of $1,717 on Sept. 19, 2020,
including the Chapter 11 filing fee of $1,717.

Mr. Harvey disclosed in court filings that he is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

The attorney can be reached at:
   
     Erik M. Harvey, Esq.
     Bennett Guthrie PLLC
     1560 Westbrook Plaza Dr.
     Winston-Salem, NC 27103
     Telephone: (336) 765-3121
     Email: EHarvey@Bennett-Guthrie.com

                   About Amerson Investment LLC

Amerson Investment, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 20-10732) on
Sept. 21, 2020, listing under $1 million in both assets and
liabilities.  Judge Benjamin A. Kahn oversees the case.  Erik M.
Harvey, Esq., at Bennett Guthrie PLLC, serves as Debtor's legal
counsel.


ARUBA INVESTMENTS: Fitch Affirms B+ IDR & Alters Outlook to Neg.
----------------------------------------------------------------
Fitch Ratings has affirmed Aruba Investments, Inc.'s (Aruba; d/b/a
ANGUS Chemical Company) Long-Term Issuer Default Rating at 'B+',
downgraded its first lien secured revolver and term loans to
'BB'/'RR2' from 'BB+'/'RR1' and assigned a 'B-'/'RR6' to its second
lien term loan. The Rating Outlook is being revised to Negative
from Stable.

The Negative Rating Outlook mainly reflects the proposed change in
Aruba's capital structure, which is expected to result in total
debt to EBITDA increasing from 2Q20 LTM, pro forma July 7, 2020
financings, of 4.8x to Fitch's base case forecast of 7.2x at YE20
once the proposed transaction closes. Fitch projects that leverage
will decline below 5.5x during the forecast period, driven by
earnings growth and gross debt reduction supported by free cash
flow (FCF) generation of about $70 million annually between 2021
and 2023. Additionally, Fitch projects the approximate 2.5x FFO
fixed-charge coverage ratio in 2021 to improve through the
forecast, which is consistent with 'B+' rating tolerances. Fitch
would likely stabilize the outlook should the company continue to
exhibit favorable earnings trends and demonstrate a commitment to
gross debt reduction that results in coverage and leverage
consistent with these metrics.

The downgrade of the first lien debt rating primarily reflects the
size of the increase in first lien debt from $530 million at the
close of the July 2020 financing, to $860 million in the proposed
financing occurring in conjunction with Ardian's purchase of an
approximate 50% equity interest in Aruba from Golden Gate Capital.
This represents an increase in LTM 2Q20 first lien debt with equity
credit / operating EBITDA of 3.5x to pro forma 5.7x.

Aruba's 'B+' rating is informed by its niche specialty chemicals
position as the leading global producer of nitroalkanes resulting
in earnings resiliency in the current environment, its geographic
diversity and growing product breadth within its end markets, as
well as its strong FCF generation.

Fitch is withdrawing Aruba's unsecured bond ratings as the bonds
are expected to be repaid in conjunction with the close of this
transaction, currently expected in late November.

KEY RATING DRIVERS

Resilient, Consistent Performance: Fitch expects YoY revenue and
EBITDA to increase through 2020 despite the economic impact of the
coronavirus, reflecting the resilience of Aruba's business through
economic downturns. Growth in Aruba's life sciences and personal
care segments has been supported during the coronavirus pandemic by
demand for its chemical products that have experienced increased
demand to combat the spread of COVID-19, including hand sanitizers
and surface cleaners, as well as diagnostic testing kits. Softer
demand in certain industrial end markets, such as metalworking
fluids, that had weakened during the pandemic as end markets
slowed, are beginning to normalize, further supporting Aruba's
performance.

This, coupled with the company's geographic and end-market
diversity, helped provide revenue resilience in the current
downturn. This is evidenced by a 1H20 YoY increase in overall sales
of 5.7%, led by the life sciences and home and personal care
segments, with a combined increase of 30.5%. Fitch highlights that
Aruba's performance compares favorably to peers within the broader
chemicals space that are generally expected to have revenue and
EBITDA declines of around 15% on average during 2020 relative to
2019.

Improved Maturities, Increased Leverage: Aruba is being
recapitalized by way of a $125 million revolving facility maturing
in 2025, $860 million in first lien term loans to be split between
U.S. dollar and euro tranches maturing in 2027, and a second lien
$345 million term loan maturing in 2028. While the issuance will
extend the maturity profile, the pro forma capital structure is
forecast to increase debt/EBITDA to 7.9x LTM 2Q20 (vs. 4.8x
pre-transaction) and 7.2x at YE20. Fitch expects leverage metrics
to improve materially through the forecast as EBITDA continues to
grow and debt repayments are made consistent with the 'B+' rating
tolerance. Another consideration is the improved liquidity position
with the larger $125 million revolving facility, which is expected
to be undrawn less LCs that stood at $4.3 million at 2Q20, compared
with Aruba's previous $75.6 million revolving credit facilities.
Aruba's revolving facilities have remained undrawn through the
coronavirus pandemic, which stands out among chemical company peers
and demonstrates Aruba's solid liquidity position.

Global Producer of Nitroalkanes: Aruba is the only global
commercial producer of nitroalkanes and the only manufacturer in
the world to use propane nitration technology, which can yield a
highly specialized nitroalkane derivate product portfolio. It is
often the only supplier for many of its key products.

The majority of Aruba's end markets are characterized by high
switching costs with Aruba having a low share of end-product costs.
Products are also frequently essential ingredients in formulations
and processes. This contributes to the longevity of customer
relationships. As a niche producer in the additives industry, Aruba
has significant scale and technical expertise barriers to
prospective entrants.

Steady Cash Generation: Aruba generated $57 million of FCF in 2019,
and, by 2023, Fitch forecasts FCF to increase to over $75 million.
Supporting this growth, the company has undertaken several cost
saving initiatives in recent years, including numerous process and
procurement optimizations; the closure of the company's less
economic Niagara Falls, NY repackaging facility and relocation of
these functions to Sterlington, LA; the purchase of an ammonia
terminal and pipeline, which secures a more cost-effective source
for ammonia; and the purchase of water treatment assets from a
third party. These cost-saving initiatives support Aruba's ability
to generate FCF and, in turn, improve the leverage profile.

Limited Input Price Risk: Aruba utilizes over 100 different raw
materials as inputs into its chemistries. The most prominent of
these are propane, ammonia, formaldehyde, hydrogen and natural gas.
Most of these inputs are directly or indirectly linked to natural
gas prices, as ammonia production uses natural gas, propane can be
a co-product of natural gas processing, and formaldehyde is indexed
to methanol, which is tied to natural gas.

Aruba's Sterlington, LA site is strategically located to take
advantage of raw material security through the abundance of U.S.
shale production in the region. Risks to Aruba arising from
fluctuations in raw material input costs are limited due to the
company's value-based approach to pricing.

Repositioning End Markets: Aruba has invested in shifting its sales
mix toward the higher growth end markets of life sciences and
personal care, with 57% of sales now attributable to these markets.
The shift has been supported by greater organic growth trends and
investments. The continued rebalancing toward these end markets,
which offer more pricing power and greater potential to increase
product breadth through new market demands, provides a revenue
growth pathway that can continue to provide a high-margin business.
Additional market trends, such as pharmaceutical companies becoming
more focused on onshoring their supply chains, are creating
tailwinds for this shifting sales mix.

DERIVATION SUMMARY

In the 'B' rating category, Aruba compares well against rated peers
Kronos Worldwide Inc. (B+/Negative), TPC Group Inc. (B-/Negative)
and Tronox Limited in terms of EBITDA margin, FFO interest coverage
and FCF generation. It is toward the lower end of the peer group in
terms of size based on revenue and at the top with Tronox in terms
of gross leverage.

At $332 million in 2019 revenues, Aruba is significantly smaller
than Kronos Worldwide at $1.7 billion and public chemical peer
Tronox Holdings at $2.6 billion. Aruba's EBITDA margins are at the
top end of the peer group, notably higher than Kronos Worldwide,
Inc. (volatile margins between approximately 10% and 25%) and
chemical peer Tronox Holdings (18%-25%). Aruba also exceeds
chemicals peer TPC Group's margins in the low to mid-teens. Aruba's
high EBITDA margins reflect its products' barriers to entry and
customers' high switching costs.

Prior to the proposed financing occurring in conjunction with the
Ardian's investment, Aruba's total debt to EBITDA had decreased
materially since 2017, where it was at the top end of the peer
group below only Tronox Holdings. Post this financing, Aruba's
total debt to EBITDA is expected to increase to 7.2x at 2020F.
Through the forecast period, as it has done historically, Aruba is
expected to reduce leverage primarily through EBITDA growth and
gross debt repayment. Fitch expects Aruba to move toward the middle
of the peer group with leverage approaching 5x at the end of the
forecast, but still well above the low leverage level of Kronos
Worldwide, which has historically demonstrated around 2x.

KEY ASSUMPTIONS

Sales growth is driven by gains in life sciences and home and
personal care through the forecast period, while custom chemicals
and industrial specialties experience more moderate growth. Some
moderation in personal care in 2021 as sanitizers and
coronavirus-related demand normalizes.

Cost of goods sold as a percentage of revenues declines during the
forecast period reflecting execution of cost-savings initiatives
and lower cost performance YTD through 2Q20.

Discretionary debt repayments in excess of ECF made to reduce first
lien term loan balances in 2021-2023.

Capex moderates to roughly 8% of sales in 2021, reflecting the
completion of major capital investments and is stable throughout
the forecast.

KEY RECOVERY RATING ASSUMPTIONS

Fitch's recovery analysis uses a consolidated approach and a $145
million going concern EBITDA. This going concern approximates a
bottom-cycle EBITDA in the stress case and improves on Fitch's
prior going concern estimate of $107 million to reflect the
resilience Aruba has demonstrated through the economic impact of
the coronavirus.

An EV multiple of 7.0x is applied in Fitch's recovery analysis. The
7.0x multiple is at the upper end within Fitch's chemicals
portfolio and is warranted to reflect its relatively lower cash
flow risk as demonstrated by its performance during the pandemic,
strong EBITDA and FCF margin and the inherent growth of its life
science segment. The 7.0x multiple is also within the range of
historical bankruptcy case study exit multiples for peer companies,
which ranged from 5.2x-7.7x, but above the median of 5.9x. It is
also significantly below the multiple Aruba was acquired for by
Golden Gate Capital in 2015 and the multiple at which Ardian's
current investment is being made.

Fitch estimates the going concern EV value to be approximately
$1,015 million. This is greater than the liquidation value, which
includes the value of Aruba's IP discounted at 50%. After a 10%
adjustment for administrative claims, $914 million remains for
creditors.

With an assumed fully drawn $125 million revolving facility, $860
million USD equivalent first lien term loan B tranches and a $345
million second lien term loan B, for which a 3% concession
allocation in Fitch's recovery analysis is being applied, the going
concern EV approach results in a recovery rating of 'BB'/'RR2' for
the first lien facilities and a 'B-'/'RR6' for the second lien term
loan.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to a
stabilization of the Outlook:

  - Demonstrated commitment to reduce gross debt and favorable
earnings trends leading to FFO interest coverage and debt/EBTIDA
approaching 3.0x and 5.0x, respectively.

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

  - Continued revenue growth and end market diversification led by
life sciences and personal care, while maintaining EBITDA margins.

  - Demonstrated prioritization of debt reduction over shareholder
distributions.

  - Debt reduction leading to total debt/EBITDA below 4.0x.

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

  - FFO interest charge coverage sustained below 2.5x.

  - Weakening in EBITDA margins and FCF resulting in total
debt/EBITDA sustained above 5.5x.

  - A prioritization of shareholder returns or an inability to
achieve gross debt reduction.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Pro-forma the refinancing, Aruba expects to
hold $20 million cash and have an undrawn $125 million credit
facility due 2025 with approximately $4.2 million of LC as of 2Q20.
Fitch views the current liquidity position, in conjunction with the
forecast FCF profile, to be adequate.

Maturities Pushed Out: The proposed transaction extends the current
maturity schedule several years. The first lien debt maturity
extends from 2025 to 2027, and most notably the outstanding bonds,
which the term loan had a spring repayment clause relating to, that
were to mature in 2023 are effectively being replaced by the second
lien debt that does not mature until 2028. Fitch expects Aruba to
reduce the outstanding balance on its first lien term loans in
excess of the mandatory 1% of principal annual amount with
discretionary reductions funded through cash flow generation.

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

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.


ARUBA INVESTMENTS: Moody's Assigns B2 CFR, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Aruba Investments Holdings,
LLC (fka Aruba Investments, Inc./ dba ANGUS Chemical Company).
Moody's also assigned B1 ratings to the company's proposed first
lien credit facilities, consisting of a $125 million revolving
credit facility maturing 2025 and $860 million USD/EUR term loan
due 2027 and Caa1 rating to the proposed $345 million second lien
term loan due 2028. The outlook is negative.

The ratings of Aruba Investments, Inc., including the B2 CFR, B2-PD
and all associated instrument ratings will be withdrawn upon
closing of the transaction and repayment of existing debt. The
acquisition involves only a change in ownership and a
recapitalization; however, ANGUS Chemical Company will continue to
operate.

The ratings are subject to the deal closing as proposed and the
receipt and review of the final documentation.

"The negative outlook reflects the significant increase in debt
following Golden Gate's 50% sale to Ardian and subsequently higher
leverage metrics," said Domenick R. Fumai, Moody's Vice President
and lead analyst for Aruba Investments Holdings, LLC.

Assignments:

Issuer: Aruba Investments Holdings, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Gtd. Senior Secured 1st Lien Bank Credit Facility, Assigned B1
(LGD3)

Gtd. Senior Secured 2nd Lien Term Loan Bank Credit Facility,
Assigned Caa1 (LGD5)

Outlook Actions:

Issuer: Aruba Investments Holdings, LLC

Outlook, Assigned Negative

RATINGS RATIONALE

On October 13, 2020, Ardian signed a definitive agreement to
acquire a 50% ownership stake in ANGUS Chemical Company from Golden
Gate Capital for a total enterprise value of $2.25 billion.
Proceeds from the proposed senior secured first lien term loan and
second lien term loan in conjunction with a new common equity
contribution from Ardian with rolled over equity contributions from
Golden Gate Capital and ANGUS management will fund Ardian's
acquisition, refinance existing debt, and pay transaction fees and
expenses.

The B2 CFR reflects ANGUS' strong margins and continued free cash
flow generation despite the negative impact of weaker macroeconomic
conditions and expectations for weakening of credit metrics in
2020. ANGUS' business profile is characterized by geographic
diversity and solid market positions serving a varied number of end
markets, including several fairly defensive end markets such as
pharmaceutical, life sciences and HPC (home and personal care),
that partially offset exposure to its industrial-related
industries. The company enjoys multiple barriers to entry including
advanced formulations and backward integration that support strong
profitability and attractive EBITDA margins.

ANGUS' rating is constrained by elevated leverage following the
recapitalization with Moody's adjusted Debt EBITDA estimated at
7.3x in FY 2020 that will temporarily exceed the threshold for the
rating but is expected to decline towards mid-6x as the company
uses free cash flow to repay debt. The lack of scale and
significant operational concentration with dependence on two plants
are additional considerations limiting the rating. The rating also
includes the risks associated with private equity ownership.

Moody's expects ANGUS to have good liquidity over the next 12
months with available cash on the balance sheet, positive free cash
flow generation and access to the revolving credit facility.

The proposed first lien term loan is not expected to contain
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 at the
end of the quarter. The new credit facilities are expected to
provide covenant flexibility that could adversely impact creditors
including an uncommitted incremental first lien facility amount not
to exceed the greater of $172 million or 100% consolidated EBITDA
plus an unlimited amount subject to either a 5.0x pro forma first
lien net leverage ratio (pari passu secured debt), 7.0x pro forma
senior secured net leverage ratio (junior debt), or if unsecured,
either a pro forma total net leverage ratio equal or less than
7.25x or fixed charge coverage ratio not less than 2.0x and if
incurred to finance a permitted acquisition or investment, ratio
tests can be satisfied on a leverage neutral basis. Only domestic
wholly-owned subsidiaries must provide guarantees, raising the risk
of potential guarantee release; partial dividends of ownership
interests could jeopardize guarantees. Collateral leakage is
permitted through transfers of assets to unrestricted subsidiaries
subject to the limitations in restricted payments and disposition
covenants; there are no additional blocker protections restricting
such transfer. The credit agreement requires 100% of net cash
proceeds from asset sales to be used to repay the credit
facilities, subject to a carve-out up to the greater of a $17
million and 10% of the EBITDA grower amount and an 18 month
reinvestment period (which may be extended by an additional 180
days), with leverage-based step-downs to 50% and 0% if the pro
forma first lien net leverage ratio is equal to or less than 4.5x
and 4.0x, respectively.

The B1 ratings assigned to the proposed senior secured first lien
credit facilities are one notch above the B2 CFR reflecting their
seniority in the debt capital structure. The Caa1 rating assigned
to the proposed second lien term loan, two notches below the B2 CFR
reflects the subordination as the first lien credit facilities have
a claim on substantially all the assets of the company and
guarantors and rank ahead of the second lien term loan in terms of
claims on such assets.

The negative outlook reflects the additional debt and subsequent
increase in leverage. Moody's expectations that several of ANGUS'
end markets, including paints and coatings, metalworking fluids,
synthetic rubber and electronics, will suffer from weaker demand in
2020 as economic growth falters due to the coronavirus pandemic.
While these market segments account for a little under half of the
company's sales, increased exposure to other less cyclical end
markets such as pharmaceutical, life sciences and HPC should
benefit from the current pandemic and allow the company to generate
sufficient EBITDA and positive free cash flow in 2021 to reduce
leverage towards 6.5x, unless the global economic conditions worsen
more than currently anticipated.

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

Moody's would likely consider a downgrade if leverage is above 6.0x
without progress towards deleveraging and free cash flow is
negative for a sustained period, or if there is a significant
deterioration in liquidity, a debt-financed acquisition or another
large dividend. Although not likely over the next 12 months,
Moody's would consider an upgrade if financial leverage, including
Moody's standard adjustments, is sustained below 5.0x, revenue and
free cash flow growth remain positive and the private equity
sponsors demonstrates a commitment to more conservative financial
policies.

ESG CONSIDERATIONS

Moody's also evaluates environmental, social and governance factors
in the rating consideration. As a specialty chemicals company,
environmental risks are categorized as moderate. However, the
chemical properties of several key raw materials, including
ammonia, propane and formaldehyde, could result in future product
and environmental liability claims if improperly handled. ANGUS
does not currently have any substantial litigation or remediation
related to environmental issues. ANGUS has clearly stated
sustainability and environment, health and safety policies on its
website. Several of the company's products are important chemical
intermediates in the pharmaceutical and life sciences industries.
Governance risks are elevated due to private equity ownership by
Golden Gate Capital and Ardian, which includes a board of directors
with majority representation by members affiliated with the
sponsors and reduced financial disclosure requirements as a private
company. ANGUS also has high financial leverage and a fairly
aggressive financial policy.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Aruba Investments, Inc. is a holding company that owns ANGUS
Chemical Company. Headquartered in Buffalo Grove, IL, ANGUS
produces performance additives for end markets including paints and
coatings, pharmaceuticals, metalworking fluids, personal care,
agriculture, and biocides. ANGUS generated approximately $342
million in revenue for the twelve months ending June 30, 2020.


ARUBA INVESTMENTS: S&P Assigns 'B-' ICR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Aruba
Investments Holdings LLC. The outlook is stable.

S&P is also assigning its 'B-' issue-level and '3' recovery ratings
to the company's proposed RCF and first-lien term loan. In
addition, the rating agency is assigning its 'CCC' issue-level and
'6' recovery ratings to the company's proposed second-lien term
loan.

The stable outlook reflects the rating agency's expectation that
following the transaction close, Angus will maintain operational
performance resulting in S&P Global Ratings' adjusted debt to
EBITDA of 6x-8x on a pro forma basis despite the coronavirus effect
on the overall chemicals industry.

This rating action follows Angus' announcement that it will issue a
new $860 million cross-border euro and USD term loan B due 2027 and
$345 million second-lien term loan. The company will use the
proceeds to repay its existing euro and USD term loans due 2022 and
redeem its unsecured notes as well as fund the 50% stake
acquisition by Ardian. As a result of the transaction, Ardian and
Golden Gate Capital will be equal equity partners of Angus, and a
small management equity contribution owning the remainder. S&P
currently rate Angus out of Aruba Investments Inc., however given
the new debt borrower will be Aruba Investments Holdings Inc., it
will withdraw the debt ratings at Aruba Investments Inc. once the
deal closes and existing debt is repaid.

The rating on Angus reflects S&P's view of Angus' leading market
position in the niche nitroalkane specialty chemicals industry,
above-average profitability in the sector, and positive free cash
flow generation despite a challenging macroeconomic climate
affecting its industrial segments. The company delivers key product
offerings to a wide range of end markets, including life sciences,
paints and coatings, and pharmaceutical products. The leading
market positions and limited competition supports high barriers to
entry and customer stickiness for Angus products.

Through the first half of 2020, Angus has continued to generate
positive free cash flow, which has been driven by volume growth
across its life sciences and personal care segments, but that has
been somewhat offset by sluggish demand in some of its industrial
end markets such as metalworking fluids, electronics, and paints
and coatings. In addition, the company has recovered from past
inventory management issues and management continues to implement
manufacturing and cost-saving initiatives. As a result, Angus'
EBITDA margins have remained well above average when compared to
other specialty chemical rated peers such as Cabot
Microelectronics. In addition to Angus continuing to operate with
its very high EBITDA margins, it also benefits from the location of
its facilities and the lack of direct competition for the majority
of its specialty chemical products. It is the only manufacturer of
some of its chemicals in the world, and a critical input for many
of its customers products.

As part of the Ardian transaction, Angus is significantly
increasing its book debt from approximately $748 million to $1.2
billion; as such even with EBITDA growth expected, the S&P Global
Ratings weighted-average debt to EBITDA remains highly leveraged at
around 8x. Given Angus' relatively high EBITDA margins and
manageable capital spending, S&P expects the company to generate
positive free cash flow in 2020 and 2021, leading to deleveraging
over time. In addition, S&P believes Angus will maintain adequate
liquidity and have a favorable debt maturity profile, with the
nearest maturity coming in 2025 with the RCF. The company's
proposed first- and second-lien term loans would come due in 2027
and 2028, respectively.

The stable outlook on Angus reflects S&P's expectation that the
COVID-19 pandemic will have a mixed effect on the end markets the
company serves, with life sciences and personal care performing
well. S&P also believes some of Angus' key end markets--such as
metalworking fluids and coatings, as well as electronics--will see
weaker operating performance for 2020 as the result of the pandemic
and global recession. S&P's base-case expectations are that
weighted-average debt to EBITDA will remain above 7x in 2020, funds
from operations (FFO) to debt will be 7%-8% over the next 12
months, and Angus will see reduced demand in industrial end
markets, slightly offset by improvements in its life sciences and
personal care business.

"We could take a negative rating action over the next 12 months if
we believe debt to EBITDA will increase to above 9x for consecutive
quarters, because we would consider that to be approaching an
unsustainable level. Debt to EBITDA could approach 9x if EBITDA
margins drop significantly from our 2020 expectations, such as by
400 basis points (bps) from our 2020 base-case expectations. This
would likely happen if Angus' end markets perform worse than we
expect as a result of the pandemic or if the company experiences
any operating issues at its plants," S&P said.

"We could take a positive rating action over the next 12 months if
Angus maintains debt to EBITDA below 7x on a sustained basis. Debt
to EBITDA could approach 7x if EBITDA margins improve by more than
2,400 bps from our 2020 base-case expectations. These improvements
would likely be the result of Angus weathering the current
macroeconomic environment better than we expect," the rating agency
said.


ASM GLOBAL: S&P Downgrades ICR to 'B-' on Expected Slow Recovery
----------------------------------------------------------------
S&P Global Ratings lowered its issuer rating on venue-management
company ASM Global Parent Inc. to 'B-' from 'B'. S&P also lowered
its issue-level rating on the company's senior secured credit
facility to 'B' from 'B+'.

"We are downgrading ASM Global because we believe there will be a
slower recovery in live events and now expect the company to
sustain very high leverage through 2021," S&P said.

Nationwide restrictions on public gatherings and live events as
well as consumer apprehensions around congregating in large groups
continue to hinder ASM Global's operations significantly. S&P
believes that a recovery in live events could be reliant on a
medical solution to COVID-19--either a vaccine or a treatment that
would lessen consumer apprehensions around crowded public spaces.
Until events can recover, the company continues to generate
substantial fixed-fee revenue from its managed services business.
Although some revenue in the segment relies on event attendance, a
significant percentage of revenue generated in the segment is
contractually obligated. However, the company's profit and loss
(P&L) segment, which in 2019 accounted for approximately 50% of pro
forma EBITDA, has continued to incur losses and burn cash. Although
ASM typically captures the profit upside from P&L accounts, it is
currently bearing a greater share of the losses. Under its revised
base case scenario, S&P assumes that ASM will operate with limited
event volume and capacity restrictions through at least the first
half of 2021. S&P expects that attendance volumes could begin to
recover in the second half 2021, likely following the release and
broad distribution of a medical solution to Covid-19.

"We expect that ASM's leverage will likely spike to very high
levels in 2020 and that the company's leverage could remain very
high through at least the end of 2021. Following a live events
recovery beginning in the second half of 2021, we believe ASM could
improve leverage to around 6x in 2022," S&P said.

"A slower-than-expected economic recovery or a second wave of virus
infections that cause prolonged strict containment measures could
further strain ASM's ability to restore credit measures in line
with the current rating," the rating agency said.

S&P believes that ASM Global has adequate liquidity to weather a
live events slowdown through at least the end of 2021. It believes
the company currently has around $110 million in cash on hand when
excluding advanced ticket sales and contract liabilities with $95
million drawn on its $96 million revolving credit facility. S&P
believes that ASM will burn cash around $5 million per month in the
current operating environment. S&P expects the company to continue
exercising all possible liquidity-preserving actions, which thus
far have included payroll reductions and reduced capital
expenditures. Additionally, the company received an amendment to
its revolving credit facilities in September. The amendment waived
the company's 8.1x first-lien net leverage covenant through the end
of 2021 and implemented a minimum liquidity requirement of $20
million.

Once live events begin to recover, ASM will likely benefit from its
leading market position in the outsourced venue management
business. ASM is the largest venue management company in the world
(with over 300 managed venues in 21 countries) and provides a full
range of services, including event booking, staffing, and human
resources, facility maintenance, food and beverage, sponsorship
sales, and financial management. The company's portfolio of premier
properties includes convention centers, stadiums, arenas, theatres,
and performing arts centers. The diversity of ASM's portfolio may
make it more resilient to regional economic challenges or changes
in the demand for specific venue categories or forms of
entertainment. Despite the company's substantial diversity, a
decline in discretionary spending resulting from the ongoing
recession could slow its recovery. Additionally, some venue types,
most notably convention centers, may experience weaker recoveries
and could take multiple years to ramp back toward pre-pandemic
levels.

ASM's long-term contracts typically generate recurring cash flows.
ASM's contracts typically take two forms: managed accounts and P&L
accounts. Under its managed accounts contracts, which represented
about 50% of its pro forma 2019 EBITDA, ASM assumes limited event
risk and receives fixed fees, fixed fees plus incentives, or
variable fees depending on the contract terms. Under its P&L
contract, which also accounted for about 50% of its pro forma 2019
EBITDA, ASM bears the risk and reward of leasing and operating the
facilities. The company has demonstrated the resilience of its
revenue model over multiple economic cycles and S&P attributes this
to the essential nature of the services it provides to its venue
owners--although S&P recognizes this downturn brings unique
challenges to the company's business model that could have
lingering effects for years to come. ASM's competitive advantage
also stems from the barriers to entry in the municipal
request-for-proposal process, which relies heavily on bidder
expertise, familiarity with the municipality based on prior
ancillary contract relationships, and the quality of the bidder's
customer portfolio. Contracts that accounted for about 70% of ASM's
pro forma 2019 EBITDA will remain in place until at least 2024.

Additionally, the company has demonstrated a 93% contract renewal
rate over the past five years.   However, ASM is vulnerable to the
risk that it will be unable to renew one or more of its most
lucrative contracts, though S&P believes the long average remaining
life of its current contract base, its high historical success rate
in renewing contracts, and the high switching costs that discourage
venue owners from changing management temper the risks. The
challenges posed by the ongoing pandemic likely increase the risk
that venue owners could attempt to renegotiate contracts and that
they may be less able to make their contractually obligated
payments to ASM. These positive considerations are partly offset by
ASM's small cash flow base compared with those of the many larger
leisure companies S&P rates and its profit concentration in certain
key contracts.

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety

The negative outlook reflects the possibility S&P could lower the
ratings at any time if it is less certain a medical solution will
become available by mid-2021, leading to additional event
cancellations and postponements, capacity restrictions, and
consumer apprehensions regarding attendance at live events,
resulting in a slowdown of ASM Global's recovery.

"We could lower the rating on ASM if we suspect the live events
business will be unable to begin recovering in the second half of
2021 and we believe its capital structure is unsustainable.
Additionally, we could lower the rating if we believe ASM will burn
cash longer than we currently expect and liquidity is less than
adequate," S&P said.

"It is unlikely we will revise our outlook on ASM Global to stable
until an effective treatment for COVID-19 is available and a
recovery in the company's live events business more certain. We
would likely raise our rating on the company if we believe it will
recover and sustain leverage of less than 7.5x," the rating agency
said.


ASTROTECH CORP: Unit Signs Deal to Develop a Rapid COVID-19 Test
----------------------------------------------------------------
Astrotech Corporation's subsidiary, BreathTech Corporation has
signed a joint development agreement with Cleveland Clinic to
explore leveraging Astrotech's BreathTest-1000 mass spectrometer to
rapidly screen for COVID-19 or related indicators.  The goal of the
agreement is to develop a non-invasive device that will use breath
samples to identify COVID-19 strains, with the potential to provide
a low-cost, self-service screening option that could be deployed on
a large-scale.

Raed Dweik, M.D., Chairman of Cleveland Clinic's Respiratory
Institute, will lead the Cleveland Clinic team.  Dr. Dweik and his
research team were some of the first to identify that unique
volatile organic compound (VOCs) metabolites in the breath can be
used to detect certain diseases.  Cleveland Clinic researchers have
successfully identified and published studies regarding the unique
metabolites associated with asthma, heart failure, pulmonary
arterial hypertension and liver disease.

"Each person has a unique breathprint made up of thousands of
exhaled compounds, which can tell physicians a lot about what's
happening in the body.  The advantage of breath testing is that it
is non-invasive and non-intrusive.  It does not have a dose
limitation like x-rays, an amount limitation like blood or saliva
tests, or a timing limitation like PCR, blood and urine tests.  So
breath testing can be performed repeatedly as needed," said Dr.
Dweik.  "This technology has the potential to make COVID-19 testing
more accessible and rapidly available as well as to guide critical
therapeutic decisions."

COVID-19 is spread through droplet transmission between individuals
and contaminated surfaces, with the virus remaining viable for
several days on certain materials.  Most individuals infected with
COVID-19 experience mild to moderate respiratory symptoms.
However, vulnerable populations and individuals with co-morbidities
are at risk for acute respiratory distress syndrome with high rates
of morbidity and mortality.  Additionally, asymptomatic carriers
have the potential to spread the disease rapidly in high density
areas. Thus, the ability to rapidly and accurately identify
individuals infected with COVID-19 is an urgent unmet clinical
need.

Researchers from BreathTech and Cleveland Clinic will work together
to further develop the Company's BreathTest-1000 mass spectrometer
to include COVID-19 or related indicators within its detection
library.  The mass spectrometry based device will be developed to
detect metabolites associated with respiratory disease and can
potentially screen patients within as little as approximately 60
seconds.  The joint team plans to open a clinical trial with the
technology in the coming months.

"We are pleased to announce that we have entered into this
partnership with a highly experienced respiratory disease detection
group.  Dr. Dweik and his colleagues have successfully led many
clinical trials applying mass-spec to identify unique metabolites
using the breath.  Over the past months, both teams have evaluated
and explored a framework to collaborate in the development of the
BreathTech technology at Cleveland Clinic and believe that our
mass-spec technology has potential to play an important role in
providing a quick, non-invasive, easy-to-use screening device that
can be utilized in hospitals, nursing homes, schools and airports
in an effort to get all of our lives back to normal again," stated
Thomas B. Pickens III, CEO, and CTO of BreathTech.

                         About Astrotech

Astrotech (NASDAQ: ASTC) -- http://www.astrotechcorp.com/-- is a
science and technology development and commercialization company
that launches, manages, and builds scalable companies based on
innovative technology in order to maximize shareholder value. 1st
Detect develops, manufactures, and sells trace detectors for use in
the security and detection market.  AgLAB is developing chemical
analyzers for use in the agriculture market.  BreathTech is
developing a breath analysis tool to provide early detection of
lung diseases. Astrotech is headquartered in Austin, Texas.

Astrotech reported a net loss of $8.31 million for the year ended
June 30, 2020, compared to a net loss of $7.53 million for the year
ended June 30, 2019.  As of June 30, 2020, the Company had $5.93
million in total assets, $5.30 million in total liabilities, and
$625,000 in total stockholders' equity.

Armanino LLP, in San Francisco, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Sept. 8, 2020, citing that the Company has suffered recurring
losses from operations and has net cash flows deficiencies that
raise substantial doubt about its ability to continue as a going
concern.


B&R SYSTEMS: Seeks to Hire Spain & Gillon as Legal Counsel
----------------------------------------------------------
B&R Systems, Inc. seeks authority from the U.S. Bankruptcy Court
for the Northern District of Alabama to hire Spain & Gillon, LLC as
its legal counsel.

The services Spain & Gillon will render are as follows:

     (a) advise the Debtor regarding its duties in the continued
operation of its business or sale thereof;

     (b) take the necessary action required to reject or accept the
Debtor's executory contracts;

     (c) prepare legal documents;

     (d) provide legal services related to general corporate
matters and litigation involving the Debtor; and

     (e) provide other legal services related to Debtor's Chapter
11 case.

Spain & Gillon will be paid at hourly rates as follows:

     Walter F. McArdle, Esq.    $325
     Other Attorneys        $175 to $275
     Paralegal               $75 to $85

Spain & Gillon is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

     Walter F. McArdle, Esq.
     Spain & Gillon, L.L.C.
     The Zinszer Building
     2117 Second Avenue North
     Birmingham, AL 35203
     Phone: (205) 581-6259
     Fax:(205) 324-8866

                     About B&R Systems Inc.

B&R Systems, Inc., which conducts business under the name Salt &
Light, LLC, sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. Bankr. N.D. Ala. Case No. 20-02975) on
Sept. 22, 2020, listing under $1 million in both assets and
liabilities.  Walter F. McArdle, Esq., at Spain & Gillon, LLC,
serves as Debtor's legal counsel.


BARRACUDA NETWORKS: Fitch Lowers LT IDR to B-, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has downgraded Barracuda Networks, Inc.'s Long-Term
Issuer Default (IDR) to 'B-' from 'B'. The Rating Outlook is
Stable. This follows the company's announced plan to upsize its
first lien term loan by $206 million and issue second lien term
loan of $365 million. Fitch also downgraded Barracuda's $75 million
first lien revolver and the first lien term loan rating to
'B+'/'RR2' from 'BB-'/'RR2', and assigned new second lien term loan
rating of 'CCC'/'RR6'. The proceeds will be used for potential
acquisitions and dividends to equity owners.

KEY RATING DRIVERS

High Financial Leverage Constrains Credit Profile: Fitch expects
Barracuda's significant leverage will constrain its credit profile
over the medium term. Fitch expects gross leverage to be 8.2x in
fiscal 2021, well above other 'B' rated peers. Fitch assumes,
through gradual EBITDA expansion and FCF generation, leverage will
gradually decline toward 7.50x by the end of the forecast period,
albeit above Fitch's sensitivities. Fitch believes Barracuda's
private equity ownership will prioritize ROE over deleveraging over
the rating horizon. Additionally, the recent revenue growth and
margin expansion notwithstanding, Fitch believes the higher
interest burden will limit FCF generation even as Barracuda's SMB
customer base continues to weather the longer-term impact of an
economic downturn.

Product Range Supporting SMB Segment: Barracuda Networks, Inc.
offers products addressing a wide range of IT needs for small to
midsize business (SMB) customers that generally have limited
financial and technical resources dedicated to IT management. The
company's products include Next Generation Firewall, Web App
Firewall, Email Security Gateway, Web Security Gateway, Security
and Archiving for Office 365, and Backup/Data Protection. The
availability of these products through both appliance- and
cloud-based platforms enables its SMB customers to simplify IT
security and data-storage management. Fitch believes the breadth of
products available positions Barracuda well in a segment that
prefers simplicity to sophisticated solutions.

Secular Tailwind Supports Longer Term Growth: Fitch believes two
factors serve as the fundamental demand drivers. The first is
Barracuda's cloud-based solutions, which allows the company to
benefit from the steady pace of IT workload migrating to the cloud
from on-premise infrastructure. The second is the increasing
awareness of IT security threats leading companies to allocate more
resources to protecting their networks and data. Some of the
high-visibility IT security breaches include data breaches and
ransomware that could be costly or cause damage to a company's
reputation.

Higher Susceptibility to Industry Cycle: Notwithstanding the
secular growth trends within the security industry, Barracuda's SMB
customer base makes it more susceptible to customer losses relative
to other software peers. Fitch believes the coronavirus shutdowns
will disproportionately affect the SMB sector resulting in a
shrinking customer universe. Consistent with the fragmented nature
of the SMB segment, Barracuda serves a large set of over 200,000
customers. Fitch believes the diverse customer base could partially
mitigate inherent risks in the SMB segment through the economic
cycles.

High Levels of Recurring Revenues and Revenue-Retention Rate:
Barracuda has been steadily transitioning toward subscription-based
revenue, which provides greater visibility into future revenue
streams. The proportion of subscription revenues has reached the
mid-80's, up from the 70's during FY2016. Barracuda consistently
maintains high levels of revenue retention which demonstrates its
ability to retain active subscribers and upsell additional
products. Fitch believes the high levels of recurring revenues and
retention rates provide a high level of visibility into the
company's future revenue and cash flow streams.

DERIVATION SUMMARY

Fitch's ratings are supported by Barracuda's focus on IT and data
security for the SMB segment and the secular growth trend for the
IT security industry. Barracuda's products are primarily
cloud-based, making them easily accessible and manageable by SMB
customers who prefer simplicity to sophistication in IT security;
having an over 200,000-customer base reflects this. The
subscription nature of the products and high revenue retention
rates provide a high level of predictability for its revenues.
However, Fitch recognizes that Barracuda's SMB customer base is
disproportionately impacted by the coronavirus-induced recession.
At the IT security industry level, Fitch believes the heightened
awareness of IT security risks arising from high profile security
breaches in recent years provides support for the secular growth of
the industry. Fitch expects Barracuda's leverage to remain in the
8.2x to 7.6x range over the rating horizon. Barracuda's industry
expertise, revenue scale, and leverage profile are consistent with
the 'B-' rating category.

KEY ASSUMPTIONS

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

  - Mid single-digit revenue increase in FY2021, reflecting YTD
revenue growth. Revenue remains flat in FY2022 as the pandemic
disproportionately affects the company's SMB customer base, before
reverting back to mid-single increases in FY2023 as the economy
recovers;

  - EBITDA margins in the mid-30's;

  - Capex and working capital are expected to remain in line with
historical trends;

  - Aggregate acquisition of $50 million through FY2023;

  - $650 million dividend to equity owners in FY2021.

KEY RECOVERY RATING ASSUMPTIONS

  - The recovery analysis assumes that Barracuda would be
considered a going concern in bankruptcy and that the company would
be reorganized rather than liquidated;

  - Fitch has assumed a 10% administrative claim;

  - Fitch estimates an adjusted distressed enterprise valuation of
$749 million using a 6.5x multiple and roughly $128 million in
going-concern EBITDA;

- Barracuda's recovery analysis assumes that the company's customer
base is impacted by the Coronavirus slowdown, resulting in several
customers unable to remain in business, and that Barracuda is
unable to replace those customer losses in the near term;

  - Additionally, EBITDA margins are depressed as a result of
operating deleveraging as well as a lag in implementing SG&A cost
savings to offset the revenue declines;

  - Fitch assumes that Barracuda will receive a going-concern
recovery multiple of 6.5x. The estimate considers several factors
including the volatility within the customer base relative to
enterprise security companies, the secular growth drivers for the
sector, the company's strong FCF generation and competitive market
position despite its relatively smaller scale. This multiple is
supported by:

  - The historical bankruptcy case study exits multiples for
technology peer companies ranged from 2.6x-10.8x;

  - Of these companies, only three were in the Software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent,
Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x,
respectively;

  - The highly recurring nature of Barracuda's revenue and mission
critical nature of the product support the high-end of the range.

RATING SENSITIVITIES

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

  - Expectation for gross leverage sustaining below 7.0x,
potentially due to debt-financed acquisitions or dividend payment
to owners;

  - FFO leverage sustained below 7.5x;

  - (Cash from operations-capex)/total debt with equity credit
trending to 5%;

  - Organic revenue growth sustaining near or above 5%.

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

  - (Cash from operations-capex)/total debt with equity credit
trending toward 0%;

  - FFO interest coverage below 1.5x;

  - Expectation for gross leverage sustaining above 9.0x,
potentially due to additional debt-financed acquisitions or
dividend payment to owners;

  - FFO leverage sustained above 9.5x;

  - Organic revenue growth sustained near or below 0%.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: The company has strong liquidity as evidenced by
more than $160 million of cash on hand as of Aug. 31, 2020 and full
availability under its $75 million Revolving Credit Facility. The
recent debt-funded dividend does impact the liquidity profile in FY
2021, lowering cash balances and causing negative FCF. However,
Fitch believes the company increases its cash balance through
meaningful FCF generation, coupled with a favorable interest and
amortization schedule.

Debt Structure: As mentioned, the company has a favorable maturity
schedule, with approximately $6.0 million due in FY 2022 and 2023
before the first lien maturity payment in FY 2024.

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.


BEN CLYMER'S: Trustee Proposes Braun Sale of Personal Property
--------------------------------------------------------------
Todd Frealy, the Chapter 11 trustee for Ben Clymer's The Body Shop
Perris, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of remaining vehicle
inventory, machinery, equipment, and all other personal property.

The Debtor operated its business from its facility located at 12203
Magnolia Ave., Riverside, California.  The Real Property consists
of 1.39 acres with a 48,282 square feet multi-tenant Class B
building which was built in 1998.  Title to the Real Property is
held in the name of Perris LLC which is also wholly owned and
controlled by Randolph Ben Clymer, Sr.  Based on the Trustee's
investigation to date, the Trustee believes that there are viable
alter ego liability, substantive consolidation and other claims
against Clymer, Perris LLC and other businesses wholly owned and/or
controlled by Clymer.  

According to the Debtor, the bankruptcy filing was necessary
because the current Covid-19 pandemic had caused its sales to drop
drastically.

At the time of the Trustee's appointment, the Debtor was in
possession of the following personal property:  

     a. Ford Vehicles - 36 chassis and vehicles which were financed
through and subject to the first priority security interest of Ford
Motor Credit Corp.  Pursuant to a stipulation between the Trustee
and Ford which has been approved by the Court, the Trustee has
abandoned the Ford Vehicles; as such the Trustee is not asking to
sell any of the Ford Vehicles by the Motion.   

     b. Fred Beans Vehicles - 9 chassis and vehicles which the
Debtor received pre-petition from a Ford dealer known as Fred Beans
located in Pennsylvania.  Fred Beans Ford and Ford have both
confirmed to the Trustee that they do not assert liens on these
vehicles.  The Fred Beans Vehicles are subject to first priority
security interest asserted by US Metro Bank.  The Trustee is asking
to sell the Fred Beans Vehicles by the Motion.   

     c. Miscellanous Vehicles – approximately 5 vehicles which
are claimed to be owned by unrelated third parties.  The Trustee is
investigating the estate's interests, if any, in these vehicles and
returned to the respective third parties on upon independent
verification that the respective third parties are the true owners
of the vehicles and that no amounts are owed by these third parties
to the estate.  To the extent the Trustee determines that the
estate owns any of these vehicles, these vehicles would also be
subject to the first priority security interest asserted by Metro
Bank, and the Trustee is asking to sell these vehicles by the
Motion as well.  

     d. FF&E – furniture, fixtures, equipment, machinery, tools,
painting booth, and the like which were used in connection with the
Debtor’s business and located at the Facility. The FF&E is
subject to the first priority security interest asserted by Metro
Bank. The Trustee is seeking to sell the FF&E by the Motion.   The
Trustee is asking to sell all FF&E located irrespective of whether
an item is listed or not.

In summary, by the Motion, the Trustee asks to sell all of the Fred
Beans Vehicles, all of the Miscellaneous Vehicles which are
determined to be owned by the estate, and all of the FF&E
("Personal Property"), free and clear of any liens, claims or
interests.  All Personal Property of the estate are being sought to
be sold, irrespective of whether they are listed.

The Trustee has engaged Braunco, Inc. to (i) provide an opinion as
to the orderly liquidation value of the Personal Property, and (ii)
conduct liquidation sales of the Personal Property with the
approval of the Court.  Contemporaenously herewith, the Trustee has
filed his application to employ Braun as his broker and auctioneer
to conduct the liquidation sales of the Personal Property.  

Todd Wohl of Braun estimates that the orderly gross liquidation
value of the Personal Property is in the range of $350,000, with
approximately $250,000 attributable to the Fred Beans Vehicles and
$100,000 attributable to the FF&E.  Given the unique and
unprecedented challenges and restrictions posed by Covid-19 and the
large sizes and scope of the Personal Property involved
(especially the FF&E), Mr. Wohl's expert opinion is that the estate
would not generate the highest and best prices for the Personal
Property pursuant to a one-day or Court auction process.  

Rather, Mr. Wohl proposes that the sale process include: (i)
liquidation sale period of up to 45 days, (ii) opportunity for any
interested party to make an appointment to inspect the Personal
Property at any time during the liquidation sale period, (iii) the
Trustee will not select any offers until the Personal Property has
been advertised and marketed for sale for at least 25 days, (iv)
the Buyers will be responsible for picking up and retrieving the
purchased items at their sole cost within 2 business days of
payment for the sale(s), and (v) upon the conclusion of the sales,
the Trustee will file a written report and accounting of the sales
with the Court in accordance with the Revised Supervisory
Instructions #10 issued by the Office of the United States Trustee,
Region 16.

In addition to the foregoing, it is critical that the Motion is
approved by the currently scheduled hearing date of Oct. 20, 2020
to enable Braun and the estate to attempt to conclude the sales by
the end of 2020.

In consideration for Braun's services, Braun seeks the following
compensation and reimbursement of expenses: (i) advertising and
marketing fees capped at $12,000; (ii) liquidation management
persons capped at $16,000; (iii) sales commission of 10% for the
sales of the Fred Bean Vehicles; (iv) sales commission of 16% for
the sales of all remaining Personal Property; (v) option to have
Braun remove all unsold Personal Property at a fixed fee of $15,000
to $30,000; (vi) teimbursement of costs for individual bond and any
insurance required by the Trustee specifically for the sales of the
Personal Property.  

The UCC-1 financing statements that have been recorded in the
California Secretary of State's Office against the Debtor's assets
are:

     a. 10/2/14, Ford Motor Credit Co., LLC - Ford has agreed to
waive any secured claims against the estate.  

     b. 7/5/16, US Metro Bank - SBA loan to Perris LLC, Clymer and
the Debtor; principal amount of $4.39 million

     c. 7/18/17, JP Morgan Chase Bank, N.A. - Current balance is
approximately $992,000

     d. 10/6/17, SF V Bridge, LP

     e. 12/29/17, Les Schwab Tire Centers of Central California
Inc.

     f. 9/17/18, CT Corp. System, as Representative - Name of
actual purported secured creditor not stated

     g. 2/22/19, Transportation Alliance Bank, Inc.

     h. 3/19/19, First Home Bank - SBA loan; principal amount of
$350,000

     i. 4/11/19, CT Corp. System, as Representative - Name of
actual purported secured creditor not stated

     j. 9/30/19, CT Corp. System, as Representative - Name of
actual purported secured creditor not stated

     k. 5/4/20, US Small Business Administration - Appears to be
connected to the Payroll Protection Program loan obtained by the
Debtor

     l. 5/16/20, The Around the Clock Freighliner Group, LLC

The Debtor's estate agrees not to object to the liens of Metro Bank
solely with respect to the Personal Property and proceed to sell
the Personal Property as proposed in the Motion.  In consideration
of the foregoing, from the gross proceeds of the sales, and only
upon the conclusion of the sales and accounting, the Trustee will
disburse the gross proceeds as follows:

     (1) With the exception of any costs for Removal Services,
payment to Braun for all fees and expenses due and owing under the
parties’ Liquidation Agreement and reimbursement for premiums
paid by Braun for the bonds necessary to conduct the sales;  

     (2) Set aside of $30,000 in the Trustee's bank account for any
future Removal Services costs.  The gross sales proceeds after
deducting for items (1) and (2) will be referred to as the Net
Proceeds;

     (3) Net Proceeds will be split and disbursed equally 50-50
between Metro Bank and the estate;  

     (4) Any of the funds in item (2) remaining at the end of the
Debtor's bankruptcy case will be split and disbursed equally 50-50
between Metro Bank and the estate;

     (5) All money received by the estate from the sale of the
Personal Property will be free and clear of any liens, claims or
interests of Metro Bank or any other creditor, person or party;  

     (6) Except with regard to the proceeds to which it is entitled
to receive from the sales of the Personal Property as set forth in
(3) and (4), Metro Bank will not have any further lien or security
interest in any asset of the estate and will not assert or be
allowed any secured, administrative or priority unsecured claim in
the case; and  

     (7) These agreements made by and between Metro Bank and the
estate are specific to the Debtor's estate only, and the parties'
claims and rights to Perris LLC, Clymer and defenses to such claims
and rights are not prejudiced and will remain in full force and
effect.

The Trustee believes that the foregoing carve-out agreement between
the estate and Metro Bank, which avoids costly and time consuming
litigation between the parties and assures the estate unencumbered
funds for the benefit of its creditors, is in the best interests of
the estate and should be approved.  Additionally, based on the
foregoing, the Trustee contends that the Court can authorize the
Personal Property to be sold free and clear of all liens, claims or
interests pursuant to Section 363(f) of the Bankruptcy Code.

The Trustee believes that the relief sought is in the overwhelming
best interests of the estate and should be approved without delay.


To facilitate the most expeditious sales and sale closings, the
Trustee asks that the order granting the Motion be effective
immediately upon entry by providing that the 14-day stay periods
provided by Bankruptcy Rule 6004(h) is waived.

A hearing on the Motion is set for Oct. 20, 2020 at 1:30 p.m.
Objections, if any, must be filed not later than 14 days before the
date designated for hearing.

              About Ben Clymer's The Body Shop Perris

Ben Clymer's The Body Shop Perris Inc. is an auto body repair and
painting company offering, among other services, unibody and frame
repair, glass repair, dent removal, paintless dent removal, paint
matching on site, chip and scratch repair, and buffing and
polishing.

Ben Clymer's The Body Shop Perris sought protection under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-14798) on
July 15, 2020.  At the time of the filing, Debtor disclosed total
assets of $2,838,204 and total liabilities of $6,874,527.  Judge
Scott C. Clarkson oversees the case.

Debtor is represented by the Law Offices of Robert M. Yaspan.



BLACKRIDGE TECHNOLOGY: Yalamanchili Buying All Assets for $1.6M
---------------------------------------------------------------
Blackridge Technology International, Inc., Blackridge Technology
Holdings, Inc. and Blackridge Research Inc., ask the U.S.
Bankruptcy Court for the District of Nevada to authorize the sale
of all or substantially all of their assets to Chowdary
Yalamanchili or designee for $1.6 million, subject to overbid.

During the current COVID-19 pandemic and bankruptcies, the Debtors
have continued to focus their business operations on customers
requiring security solutions for the Industrial Internet of Things,
which was their most successful area in 2019.  Their goal is to
close the additional business in 2021, once their assets are sold
in the Chapter 11 bankruptcies.  They have been reviewing products
with potential new customers but making no commitments at this
time.  Their sales representatives and distributors have continued
their work with the Debtors over the past six months in the hope of
a restart.  Between December 2019 and August 2020, the Debtors
initiated numerous discussions with over a dozen prospective
purchasers that they believed maintained the capacity and industry
wherewithal to, among other things, sustain the software.

After considering their strategic options and consulting with their
advisers, the Debtors decided to pursue a sale of substantially all
of their assets with the Stalking Horse Purchaser to serve as
stalking-horse bidder.   In order to maximize the ultimate purchase
price for their assets, the Debtors agreed to ask approval of
bidding procedures and form of notice.

On Sept. 14, 2020, the Debtors filed their Bid Procedures Motion
asking approval of procedures to sell substantially all of their
assets to the Stalking Horse Purchaser or another Successful Bidder
if the Stalking Horse Purchaser is not the Successful Bidder.  On
Sept. 22, 2020, the Court verbally approved the Bid Procedures
Motion and the order has been lodged with the Court approving the
Bidding Procedures.  It also entered an order approving the
Debtors' retention of Patagonia Capital Advisors, LLC as investment
banker.  Thereafter, Patagonia and the Debtors, began a marketing
process in accordance with the Bidding Procedures.

The Debtors and Stalking Horse Purchaser have agreed to the terms
of the Stalking Horse APA subject to approval by the Court.  The
Stalking Horse APA provides for: (a) purchase prices of $900,000
for all of the International/Holdings' Assets, and $700,000 for
Research's Assets; and (b) a combined deposit of $160,000 ($90,000
on account of the International/Holdings' Assets and $70,000 on
account of Research's Assets).  A portion of the Stalking Horse
Purchase Price for International/Holdings' Assets will consist of a
credit bid in the amount of the Debtors' outstanding obligations
under the DIP Loan as of the date of the Sale hearing.

The Debtors are in the process of soliciting bids for alt of the
Assets, or any number or combination thereof, in accordance with
the Bidding Procedures.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Oct. 19, 2020 at 4:00 p.m. (PDT)

     b. Initial Bid: Equal or exceed the sum of the amount of (A)
any Stalking Horse Purchase Prices and (B) $50,000 for each of the
Stalking Horse Purchase Price(s)

     c. Deposit: 20% of the purchase price(s)

     d. Sale Hearing: Oct. 27, 2020 at 3:00 p.m. (PDT) via Zoom

     e. Sale Objection Deadline: Oct. 13, 2020

     f. Closing: Nov. 6, 2020

As part of the Sale, the Debtors ask authority to assume and assign
certain executory contracts and/or unexpired leases to the Stalking
Horse Bidder or other successful bidders.  No later than the
Bidding Deadline, the Debtors will file with the Court and serve on
each party to a Desired 365 Contract the Cure Notice.  The Cure
Objection Deadline is three business days prior to the Sale
Hearing.

In connection with the filing of the Motion, the Debtors will file
and serve the Sale Notice upon the Sale Notice Parties.

By the Motion, the Debtors ask entry of: (a) the Sale Order, (i)
authorizing approving the Sale of all or substantially all of their
Assets, to the Successful Bidder; (ii) authorizing and approving
their entry into an asset purchase agreement for the Assets
substantially in the form of the Stalking Horse APA with the
Successful Bidder; (ii) authorizing and approving the Sale of
assets, free and clear of Encumbrances; (iii) approving the
assumption and assignment of executory contracts and unexpired
leases; (iv) approving the form and manner of notice of the Motion
and relief sought; and (v) granting related relief.

A hearing on the Motion is set for Oct. 27, 2020 at 3:00 p.m.

A copy of the APA is available at https://tinyurl.com/y6y2kkrs from
PacerMonitor.com free of charge.

           About Blackridge Technology International

Blackridge Technology International develops, markets, and supports
a family of products that provide a next-generation cybersecurity
solution for protecting enterprise networks and cloud services.

Blackridge Technology International filed a voluntary Chapter 11
petition (Bankr. D. Nev. Case No. 20-50314) on March 13, 2020.  In
the petition signed by Robert J. Graham, president, the Debtor was
estimated to have $10 million to $50 million in both assets and
liabilities.  

Judge Bruce T. Beesley oversees the case.  Stephen R. Harris, Esq.,
at Harris Law Practice LLC, is the Debtor's legal counsel.  The
Debtor also tapped Patagonia Capital Advisors as their investment
banker.


BLUE CAY: 999 Buying West Palm Beach Property for $650K
-------------------------------------------------------
Blue Cay, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of the real property
located at 999 Whippoorwill Terrace, West Palm Beach, Palm Beach
County, Florida to 999 Whipperpoorwill Ter, LLC for $650,000, under
the terms of their "As Is" Residential Contract for Sale and
Purchase.

The value of the Property is $417,887.  The Lenders, Kenneth and
Carole Pierce, will be paid in full, as well as any tax money owed,
with the Debtor to receive the remaining proceeds after closing
costs.  The closing is scheduled for Oct. 27, 2020.  The sale of
the Property is subject to Court approval.

Based on the Palm Beach County Property Appraiser's valuation, the
Debtor believes that the offer tendered by the Buyer is fair and
reasonable in light of the current market conditions.  Thus, it
submits that the offer is in the best interests of the Estate and
its
creditors.

A copy of the Contract is available at https://tinyurl.com/y29t674f
from PacerMonitor.com free of charge.

                         About Blue Cay

Blue Cay, LLC filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-18877) on
August 18, 2020, listing under $1 million in both assets and
liabilities. Judge Mindy A. Mora oversees the case. Van Horn Law
Group, P.A., led by Chad Van Horn, Esq., is the Debtor's legal
counsel.


BRAHMAN RESOURCE: Panel Seeks Approval to Hire a Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors appointed to the
Chapter 11 cases of Debtors Brahman Resource Partners, LLC and BRP
Vista Grande, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Stout Risius Ross, LLC as
financial advisor.

The firm will render these professional services to the committee:

     (a) Advise on the Debtors' sale process.

     (b) Determination of asset and liquidation valuations.

     (c) Financial advisory services.

     (d) Analysis of the Debtors' general financial and business
condition.

     (e) Review and analysis of the reporting regarding cash
collateral and any debtor-in-possession financing arrangements and
budgets.

     (f) Review and critique of the Debtors' financial projections
and assumptions.

     (g) Attend Unsecured Creditors' Committee meetings to discuss
Stout's analyses.

     (h) Analysis of filings required by the Bankruptcy Court or
the Office of the United States Trustee.

     (i) Review of the Debtors' financial information.

     (j) Analysis of assumption and rejection issues regarding
executory contracts and leases.

     (k) Assistance in evaluating reorganization strategies and
alternatives available to the creditors.

     (l) Assistance in preparing and/or reviewing documents
necessary for confirmation.

     (m) Assist with the claims resolution procedures.

     (n) Determination of the Debtors' enterprise value as of the
petition date and as of the effective date of a Chapter 11 plan of
reorganization.

     (o) Expert witness report and testimony regarding the Debtors'
enterprise valuation, the valuation of any securities proposed to
be issued under any Chapter 11 plan of reorganization for the
Debtor, confirmation issues, or other matters.

     (p) Litigation consulting services and expert witness
testimony regarding confirmation issues, avoidance actions or other
matters.

     (q) Other such functions as requested by the Committee or its
counsel to assist the Committee in these Chapter 11 cases.

The standard rates for Stout professionals fall into the following
ranges:

     Managing Directors               $370 - $750
     Directors and Vice Presidents    $300 - $660
     Managers and Senior Managers     $155 - $425
     Associates                       $160 - $350
     Analysts                         $130 - $275
     Paraprofessionals                 $75 - $105

The hourly rates of Stout professionals currently expected to have
primary responsibility for providing services to the committee are
as follows:

     John Baumgartner, Managing Director     $440
     Ann Huynh, Director                     $408
     Ross Belsome, Associate                 $288
     Hayden Hill, Associate                  $252
     Atiba Henry, Vice President          $375.50

In addition, Stout will be reimbursed for its reasonable and
necessary out-of-pocket expenses incurred in connection with this
engagement.

John D. Baumgartner, a managing director of Stout Risius Ross, LLC,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     John Baumgartner
     STOUT RISIUS ROSS, LLC
     1000 Main Street, Suite 3200
     Houston, TX 77002
     Telephone: (713) 225-9580
     Facsimile: (713) 225-9588
     E-mail: jbaumgartner@stout.com

                            About Brahman Resource Partners

Brahman Resource Partners, LLC is a private oil and gas
exploration, production, and development company focused in the
U.S. North American basins.  

Brahman Resource Partners and its affiliate, BRP Vista Grande, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 20-33697) on July 26, 2020. Clay R. Border,
president and chief executive officer, signed the petitions. At the
time of the filing, each Debtor had estimated assets of between $1
million and $10 million and liabilities of between $10 million and
$50 million.

Judge David R. Jones oversees the cases.

Okin Adams, LLP and Phoenix Capital Resources serve as Debtors'
legal counsel and financial advisor, respectively.

On September 14, 2020, the Office of the United States Trustee
appointed the official committee of unsecured creditors in these
chapter 11 cases. The committee tapped Thompson & Knight LLP as its
counsel and Stout Risius Ross, LLC as financial advisor.


BRAHMAN RESOURCE: Panel Seeks to Tap Thompson & Knight as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed to the
Chapter 11 cases of Debtors Brahman Resource Partners, LLC and BRP
Vista Grande, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Thompson & Knight LLP as
its counsel.

The firm will render these professional services to the committee:

     (a) consulting with the debtor-in-possession and the Office of
the United States Trustee regarding administration of the cases;

     (b) advising the Committee with respect to its rights, power,
and duties as they relate to the cases;

     (c) investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtors.

     (d) assisting the Committee in analyzing the Debtors'
pre-petition and post-petition relationships with their creditors,
equity interest holders, employees, and other parties-in-interest;

     (e) assisting and negotiating on the Committee's behalf in
matters relating to the claims of the Debtors' other creditors;

     (f) requesting the appointment of a trustee or examiner in
instances where the Committee deems such action appropriate;

     (g) advising the Committee in connection with any proposed
sale of the assets of the Debtors;

     (h) assisting the Committee in preparing pleadings and
applications as may be necessary to further the Committee's
interests and objectives;

     (i) researching, analyzing, investigating, filing, and
prosecuting litigation on behalf of the Committee in connection
with issues including, but not limited to, avoidance actions,
fraudulent conveyances, and lender liability;

     (j) representing the Committee at hearings and other
proceedings;

     (k) reviewing and analyzing applications, orders, statements
of operations, and schedules filed with the Court and advising the
Committee regarding all such materials;

     (l) aiding and enhancing the Committee's participation in
formulating a plan;

     (m) assisting the Committee in advising unsecured creditors of
the Committee's decisions; and

     (n) performing such other legal services as may be required
and are deemed to be in the interests of the Committee.

The firm's current hourly rates for the services in these chapter
11 cases are expected to be within the following ranges:

     Partners                      $685 to $1165
     Counsel and other Attorneys   $350 to $1175
     Associates                     $355 to $650
     Paraprofessionals              $210 to $370

The following attorneys are expected to have primary responsibility
for providing the services in this engagement:

     Mitchell Ayer                 $350 per hour
     Cameron Rivers                $410 per hour

In addition, Thompson & Knight will be reimbursed for its
reasonable and necessary out-of-pocket expenses incurred in
connection with this engagement.

Mitchell Ayer, a partner of Thompson & Knight LLP, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code, as
required by Bankruptcy Code section 327(a), and does not hold or
represent an interest adverse to the Debtors' estates.

The firm can be reached through:
   
     Mitchell E. Ayer, Esq.
     THOMPSON & KNIGHT LLP
     811 Main Street, Suite 2500
     Houston, TX 77002-6129
     Telephone: (713) 654-8111
     Facsimile: (713) 654-1871
     E-mail:  Mitchell.Ayer@tklaw.com

                            About Brahman Resource Partners

Brahman Resource Partners, LLC is a private oil and gas
exploration, production, and development company focused in the
U.S. North American basins.  

Brahman Resource Partners and its affiliate, BRP Vista Grande, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 20-33697) on July 26, 2020. Clay R. Border,
president and chief executive officer, signed the petitions. At the
time of the filing, each Debtor had estimated assets of between $1
million and $10 million and liabilities of between $10 million and
$50 million.

Judge David R. Jones oversees the cases.

Okin Adams, LLP and Phoenix Capital Resources serve as Debtors'
legal counsel and financial advisor, respectively.

On September 14, 2020, the Office of the United States Trustee
appointed the official committee of unsecured creditors in these
chapter 11 cases. The committee tapped Thompson & Knight LLP as its
counsel and Stout Risius Ross, LLC as financial advisor.


BRIAN FAMILY: Seeks Approval to Hire DeMarco Mitchell as Counsel
----------------------------------------------------------------
Brian Family, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to employ DeMarco Mitchell, PLLC as
its general counsel.

The firm will render these legal services to the Debtor:

     (a) take all necessary action to protect and preserve the
Estate;

     (b) prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in connection
with the administration of the estate herein;

     (c) formulate, negotiate, and propose a plan of
reorganization; and

     (d) perform all other necessary legal services in connection
with these proceedings.

The hourly rates of the firm's attorneys and professionals are as
follows:

     Robert T. DeMarco, Attorney       $350
     Michael S. Mitchell, Attorney     $350
     Barbara Drake, Paralegal          $125

Michael S. Mitchell, an attorney at DeMarco Mitchell, PLLC,
disclosed in court filings that the firm and its associates,
shareholders, and other members do not have any connection with the
Debtor, its creditors, or to any other party-in-interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the office of the United States Trustee.
They do not hold or represent any interest adverse to the Debtor,
or its estate, in the matters upon which they are to be engaged.

The firm can be reached through:
   
     Robert T. DeMarco, Esq.
     Michael S. Mitchell, Esq.
     DEMARCO MITCHELL, PLLC
     1255 West 15th St., 805
     Plano, TX 75075
     Telephone: (972) 578-1400
     Facsimile: (972) 346-6791
     E-mail: robert@demarcomitchell.com
             mike@demarcomitchell.com

                                 About Brian Family

Brian Family, LLC, a Frisco, Texas-based owner and operator of a
restaurant chain specializing in Mexican cuisine, filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Tex. Case No. 20-42064) on October 1, 2020. The petition was
signed by David Anthony Brian, president and managing member. At
the time of the filing, the Debtor disclosed total assets of
$150,020 and total liabilities of $1,104,868. Judge Brenda T.
Rhoades oversees the case. DeMarco Mitchell, PLLC serves as the
Debtor's general counsel.


BURTONSVILLE CROSSING: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------------
Debtor: Burtonsville Crossing LLC
        15623 Riding Stable Road
        Laurel, MD 20707

Chapter 11 Petition Date: October 20, 2020

Court: United States Bankruptcy Court
       District of Maryland

Case No.: 20-19418

Debtor's Counsel: A. Donald C. Discepolo, Esq.
                  DISCEPOLO FIRM
                  8808 Center Park Drive, Suite 306
                  Columbia, MD 21045
                  Tel: 410-296-0780
                  Email: don@discepolofirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas Norris, 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://www.pacermonitor.com/view/QBAEGCY/Burtonsville_Crossing_LLC__mdbke-20-19418__0001.0.pdf?mcid=tGE4TAMA


CANCER GENETICS: Signs Separation Agreement with CFO
----------------------------------------------------
Cancer Genetics, Inc. and Glenn Miles, the Company's chief
financial officer, mutually determined that Mr. Miles would cease
his employment as chief financial officer, effective Nov. 16, 2020.
Mr. Miles will receive his current compensation through the
Separation Date and additional compensation comprised of a one-time
payment equal to $5,000 for execution of a separation agreement and
mutual release of claims and, conditioned on his completion of
certain critical tasks associated with the transition process
leading up to the Separation Date, payment of up to an additional
$35,000.  In addition, Mr. Miles will be provided with an
extension, through one year after the Separation Date, of the
exercise period for his vested stock options.  His departure as an
officer of the Company is not due to a dispute or disagreement with
the Company.

                         About Cancer Genetics

Through its vivoPharm subsidiary, the Cancer Genetics --
http://www.cancergenetics.com/-- offers proprietary pre-clinical
test systems supporting clinical diagnostic offerings at early
stages, valued by the pharmaceutical industry, biotechnology
companies and academic research centers.  The Company is focused on
precision and translational medicine to drive drug discovery and
novel therapies.  vivoPharm specializes in conducting studies
tailored to guide drug development, starting from compound
libraries and ending with a comprehensive set of in vitro and in
vivo data and reports, as needed for Investigational New Drug
filings.  vivoPharm operates in The Association for Assessment and
Accreditation of Laboratory Animal Care International (AAALAC)
accredited and GLP compliant audited facilities.

Cancer Genetics reported a net loss of $6.71 million for the year
ended Dec. 31, 2019, compared to a net loss of $20.37 million for
the year ended Dec. 31, 2018.  As of June 30, 2020, the Company had
$11.79 million in total assets, $6.68 million in total liabilities,
and $5.10 million in total stockholders' equity.

Marcum LLP, in Houston, Texas, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated May 29,
2020, citing that the Company has minimal working capital, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


CARNIVAL CORP: Egan-Jones Cuts Sr. Unsecured Debt Ratings to B+
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 13, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Carnival Corporation to B+ from BB-.

Headquartered in Miami, Florida, Carnival Corporation owns and
operates cruise ships offering cruises to all major vacation
destinations including North America, United Kingdom, Germany,
Southern Europe, South America, and Asia Pacific.


CAYO INC: Seeks to Hire JWLCPA LLC as Accountant
------------------------------------------------
Cayo Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to employ JWLCPA LLC as certified public
accountant.

The firm will perform the following services to the Debtor:

     (a) Maintain and update Debtor's general ledger and chart of
accounts on QuickBooks.

     (b) Provide periodic bookkeeping services, bank
reconciliations and internal/unaudited management reports including
balance sheet and income statement, without disclosures, for
Debtor's internal use.

     (c) Manage consulting, assistance and advice, including
meetings.

     (d) Consult with outside service vendors and providers:
payroll, etc. as needed.

The Debtor proposes to pay JWLCPA a flat monthly fee of $350.00 to
perform bookkeeping, tax planning and management consulting
services. Annual tax returns will be billed at $900.00 per return.

Additional services will be charged at JWLCPA's customary hourly
rates, which range from $145.00 per hour for staff accounting and
bookkeeping to $275.00 per hour for management and development
services.

James W. Leonard, CPA at JWLCPA LLC, disclosed in court filings
that the firm is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code and will not hold or represent an
interest adverse to the Debtor's estate and has no connection to
the Debtor, creditors, or any other party-in-interest, their
respective attorneys and accountants, the United States trustee, or
any person employed in the office of the United States trustee.

The firm can be reached through:
   
     James W. Leonard, CPA
     JWLCPA LLC
     5255 Longley Lane, Ste. 101
     Reno, NV 89511
     Telephone: (201) 388-0362

                                   About Cayo Inc.

Cayo Inc., an agency that markets and sells web-based life
insurance, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 20-50785) on Aug. 13, 2020. The
petition was signed by Harry Grundmann, president. 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. Judge Bruce
T. Beesley oversees the case. The Debtor tapped Darby Law Practice
as legal counsel and JWLCPA LLC as certified public accountant.


CENTRAL BASIN MUNICIPAL WATER: S&P Raises Certs Rating to 'B'
-------------------------------------------------------------
S&P Global Ratings raised its long-term rating and underlying
rating (SPUR) to 'B' from 'CCC' on Central Basin Municipal Water
District, Calif.'s existing senior-lien revenue certificates of
participation (COPs). At the same time, S&P also raised its rating
to 'B-' from 'CCC' on the district's subordinate-lien series 2018A
and 2018B refunding revenue bonds (2018 bonds). In addition, S&P
removed the ratings from CreditWatch with developing implications.
The outlook is stable.

S&P has applied its primary criteria to determine the district's
general creditworthiness and the rating on the district's
outstanding senior-lien issues. The rating agency also assigned a
rating one notch lower to the subordinate 2018 bonds based on its
secondary criteria.

The raised ratings is primarily based on the district board's
continued progress towards approval and imposition of a standby
charge of approximately $3.3 million in annual revenues, which S&P
views as a crucial revenue source to meet the district's financial
obligations, and its adoption of the fiscal 2021 budget," said S&P
credit analyst Malcolm D'Silva. The district's board also approved
a 4% increase in imported water surcharge and recycled water rates
for fiscal year 2021. In addition, the district's board has
appointed a new general manager and general counsel during the past
two months, which would likely result in improved management
administration in S&P's view. S&P believes these recent corrective
board actions have set a trajectory for meeting the district's
financial obligations and comply with its rate covenant
requirements in the near future. The district board recently
approved a significant reduction in force and reorganization plan
as part of its revised fiscal 2021 budget, and S&P will continue to
monitor if the district is able to achieve stable financial
performance and metrics that are sustainable in the near future.


CENTRAL MANAGEMENT: Taps Robin M. Green as Legal Counsel
--------------------------------------------------------
Central Management, GP received approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire the Law Offices of
Robin M. Green as its legal counsel.

The firm's services are as follows:

     a. prepare legal papers necessary to comply with the
requisites of the  Bankruptcy Code and Bankruptcy Rules;

     b. advise the Debtor regarding the preparation of operating
reports, motions for use of cash collateral, and Chapter 11 plan;
and

     c. provide all other legal services in connection with
Debtor's chapter 11 case.

The firm will be paid at hourly rates as follows:

     Robin M. Green      $400
     Ozen Eren           $125

The firm received a retainer in the amount of $20,000.

Robin Green, Esq., disclosed in court filings that his firm neither
represents nor holds any interest adverse to the Debtor.

The firm can be reached through:

     Robin M. Green, ESq.
     Law Offices of Robin M. Green
     1001 Main St #204
     Lubbock, TX 79401
     Phone: 806-749-3030
     Fax: 806-451-3344

                    About Central Management, GP

Central Management GP filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
20-50173) on Sept. 4, 2020. At the time of the filing, the Debtor
estimated $1,000,001 to $10,000,000 in both assets and liabilities.
Judge Robert L. Jones oversees the case.  Robin M. Green at
Richards, Elder & Green, L.L.P. serves as the Debtor's legal
counsel.


CENTRAL SECURITY: S&P Lowers ICR to 'SD' on Distressed Exchange
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Tulsa,
Okla.-based home security and monitoring company Central Security
Group Inc. (doing business as Alert 360 Home Security) to 'SD'
(selective default) from 'CCC-' and lowered its issue-level ratings
on the company's first-lien credit facility due October 2021 and
second-lien term loan due October 2022 to 'D' from 'CCC-' and 'C',
respectively.

S&P expects to update its ratings on Alert 360 shortly,
incorporating the new capital structure and its revised financial
forecast.

The downgrade follows the company's announcement that it completed
a distressed debt exchange. The first-lien credit facility lenders
will exchange about $396 million of their respective claims for a
new $200 million first-lien term loan due 2025 and most of the
reorganized equity, and the second-lien lenders will exchange 100%
of their $50 million claim for 1% of the company's reorganized
equity. S&P considers the distressed exchange as tantamount to
default.

S&P expects to update its ratings on Alert 360 shortly, after
discussing the transaction with management and completing its
review of the revised debt capitalization, forecast credit
measures, and new credit agreement.


CHOBANI LLC: Moody's Rates $325MM Sec. Notes Due 2028 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $325 million of
senior secured notes being offered by Chobani, LLC. Chobani's other
ratings including the B3 Corporate Family Rating are not affected.
The outlook is stable.

Proceeds from the proposed senior secured notes due 2028 will be
used to repay the remaining amount outstanding under an existing
$793 million first lien term loan due October 2023 and for general
corporate purposes. The company previously arranged a $500 million
secured term loan, also rated B1, to refinance a portion of the
existing secured term loan. Moody's assumes that the aggregate
amount of the proposed senior secured notes and the senior secured
term loans will not exceed $825 million.

Moody's considers the proposed refinancing to be a credit positive
because the company will extend its debt maturities without
materially affecting its cash flow. However, the company's CFR
remains at B3 because leverage is largely unchanged. Chobani's high
financial leverage -- debt/EBITDA is currently about 7.9x -- is a
key risk factor. Moody's expects that Chobani will be able to
reduce debt/EBITDA to approaching 6.5x over the next 18 months,
partly due to stronger earnings stemming from favorable retail
demand related to the coronavirus pandemic.

New Assignments:

Issuer: Chobani, LLC

Senior Secured Notes due 2028, Assigned B1 (LGD3)

RATINGS RATIONALE

Chobani's B3 Corporate Family Rating reflects its high financial
leverage, significant exposure to milk input price volatility, and
high concentration in the U.S. Greek yogurt category, which until
recently has experienced volume declines and increasing competitive
activity. While category sales have increased in recent months due
to the pandemic, Moody's believes that the longer-term prospects
for category growth remain weak. The ratings also reflect high
execution risk in Chobani's rapid product development strategy,
which is a key component of its plan for earnings growth, margin
expansion and financial deleveraging.

Corporate governance remains a credit negative, reflecting the
concentrated control of the board of directors and key senior
executive roles held by the founder and CEO. Chobani's credit
profile is supported by good profit margins and the strong equity
value of the Chobani brand that holds a leading position in the $3
billion U.S. Greek yogurt category.

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

The stable outlook reflects Moody's expectation that Chobani will
make progress in reducing financial leverage through earnings
growth while maintaining adequate liquidity, including positive
free cash flow, over the next 12-18 months. The company's $150
million revolving credit facility is expected to remain undrawn
over this time.

Chobani's ratings could be downgraded if debt/EBITDA is sustained
above 8.0x, free cash flow remains negative, or if liquidity
otherwise deteriorates. Ratings could be upgraded if Chobani
successfully grows earnings, is able to sustain debt/EBITDA below
7.0x beyond the current demand surge and is likely to generate
sustained positive free cash flow.

The principal methodology used in this rating was Consumer Packaged
Goods Methodology published in February 2020.

Chobani Global Holdings, LLC, based in Norwich, New York, is a
leading manufacturer of Greek and traditional yogurt sold under the
"Chobani" master brand. Annual sales approximate $1.4 billion. The
company is majority owned by its CEO and founder Hamdi Ulukaya.


CLEAN ENERGY: Issues $168K Convertible Note to Investor
-------------------------------------------------------
Clean Energy Technologies, Inc. entered into a securities purchase
agreement on Oct. 14, 2020, with Firstfire Global Opportunities
Fund LLC ("Investor"), pursuant to which the Company issued to the
Investor a convertible promissory note in the original principal
amount of $168,000, a 2 year Warrant to purchase 1,500,000 shares
of the Company's common stock, par value $.001 per share and one
million two hundred and fifty thousand (1,250,000) restricted
shares of Common Stock.  The Note carried an original issue
discount of $8,000 with interest of 8% per annum payable at
maturity.  The Note matures 10 months from the funding date and is
convertible at any time 180 days after the issue date into the
Common Stock at a conversion price equal to $0.02 per share,
subject to adjustment.  The conversion of the Note is limited to
4.99% of the issued and outstanding shares of the Common Stock
which may be waived by Investor to 9.99% upon 61 days prior notice
to the Company.  If an event of default occurs, the conversion
price changes to the lesser of (a). $0.02 (two) cents or (b) a
discount to market based upon subsequent financing, or (c) 70% of
either the lowest traded price in the prior 10 trading days
immediately preceding the date of conversion.  In the event that
the Company issues a convertible note on more favorable terms the
terms of the Note will be revised to reflect such terms.  The Note
has amortization payments of $30,240.00 commencing March 13, 2021
and each 30 days thereafter and may be prepaid at any time prior to
maturity.  The funds were received on Oct. 15, 2020.

The Warrant has an exercise price of $0.04 per share, have a term
of two years, and may be exercised on a cashless basis.  The
exercise price and number of shares subject to purchase under the
Warrant are subject to adjustment for certain corporate actions and
dilutive issuances during the term of the Note.

The Company is required to reserve three times the number of shares
of its Common Stock issuable on full conversion of the Note and
Warrant (initially 35,000,000 shares).

                           PowerUp Note

On Sept. 9, 2020 the Company entered into a Securities Purchase
Agreement with PowerUp Lending Group Ltd. for the purchase of a
Convertible Promissory Note in the aggregate principal amount of
$63,000 carrying an interest rate of 11% per annum and due on Sept.
9, 2021.  The purchase price on the PowerUp Note was $63,000 with
the Company paying for expenses of $3,000.

The PowerUp Note may be converted at any time after 180 days from
the issue date into shares of Company's Common Stock at a price
equal to 65% of the lowest two day average closing bid price of the
Company's Common Stock during the 15 consecutive Trading Days prior
to the date on which Holder elects to convert all or part of the
Power Up Note, subject to adjustment for certain penalties.  The
PowerUp Note may be converted to up to a maximum of 4.99% of the
issued and outstanding Common Stock of the Company and permits the
Company to pre-pay its obligations at a premium prior to maturity.

The Company is required to reserve six times the number of shares
of its Common Stock issuable on full conversion of the Power Up
Note (initially 26,124,818 shares).

The proceeds received by the Company from the Note issued to the
Investor will be used to pay off the Company's obligations under a
$128,000 promissory note previously issued to Power Up Lending
Group, Ltd. and for general working capital purposes.

                        About Clean Energy

Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com/-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.

Clean Energy reported a net loss of $2.56 million for the year
ended Dec. 31, 2019, compared to a net loss of $2.81 million for
the year ended Dec. 31, 2018.  As of June 30, 2020, the Company had
$4.03 million in total assets, $9.66 million in total liabilities,
and a total stockholders' deficit of $5.63 million.

Fruci & Associates II, PLLC, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated May 27,
2020, citing that the Company has a significant accumulated
deficit, net losses, and negative working capital and has utilized
significant net cash in operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


CLEVELAND BIOLABS: Signs Definitive Merger Agreement with Cytocom
-----------------------------------------------------------------
Cytocom, Inc. and Cleveland BioLabs, Inc. have entered into a
definitive merger agreement to combine their businesses in an
all-stock transaction.  Cytocom shareholders will have a majority
position in the newly combined entity, which the parties anticipate
will continue to be listed on the Nasdaq, and the initial Board of
Directors for the combined company will consist of four members
selected by Cytocom and three members selected by Cleveland
BioLabs. The Boards of Directors of both companies have approved
the combination.

Each party to the proposed merger believes that the combined
company will create near-term commercial opportunities in numerous
areas of significant unmet medical needs including acute radiation
injury, oncology, infectious disease, inflammation and
autoimmune-mediated conditions, with multiple commercial,
regulatory and clinical milestones expected over the next 12 to 18
months.  Operating as "Cytocom, Inc." and under the leadership of
Cytocom's experienced management team, the combined company will be
positioned for consistent growth.

Overview

Michael K. Handley, president and chief executive officer of
Cytocom, stated, "Our merger with Cleveland BioLabs and its
subsequent immune-focused platform will be a transformative growth
opportunity for Cytocom and Cleveland BioLabs shareholders.  We
believe that the combination of these highly complementary
late-stage pipelines will strengthen our position and advance our
efforts to unlock the potential of immune-modulating agents in the
treatment of serious medical conditions.  Further, this merger will
enhance our ability to become a recognized leader in
immune-modulating treatments and builds on the momentum created by
our recent acquisition of ImQuest Life Sciences.  We plan to
utilize the combined platform to further drive value with
additional clinical and commercial products and continue to seek
strategic partnerships and acquisitions."

Dr. Andrei Gudkov, chief scientific officer of Cleveland BioLabs,
said: "This is an exciting day for Cleveland BioLabs and a great
opportunity for our stockholders.  The merger with Cytocom will
allow us to add the strength of our science and bright perspectives
associated with Entolimod development in cancer treatment and
radiation defense arenas with a string of immunomodulators
developed by Cytocom to form a powerful blend of conceptually and
scientifically aligned products.  We believe that the merger with
Cytocom is the ideal way to unlock the value of our technology
platform and our lead drug candidate, Entolimod, and I look forward
to seeing this exciting new therapy advance through the clinic."

Conditions

The proposed transaction is subject to customary closing
conditions, including approval by the stockholders of Cleveland
Biolabs, the shares of the combined company being approved for
listing on Nasdaq and a registration statement under the Securities
Act becoming effective.  Cytocom and Cleveland Biolabs expect the
transaction to close during the first quarter of 2021.

                    About Cleveland BioLabs

Cleveland BioLabs, Inc. -- http://www.cbiolabs.com/-- is a
biopharmaceutical company developing novel approaches to activate
the immune system and address serious medical needs.  The Company's
proprietary platform of Toll-like immune receptor activators has
applications in radiation mitigation and oncology.  The Company's
most advanced product candidate is entolimod, which is being
developed as a medical radiation countermeasure for the prevention
of death from acute radiation syndrome and other indications in
radiation oncology.  The Company was incorporated in Delaware in
June 2003 and is headquartered in Buffalo, New York.

Cleveland Biolabs recorded a net loss of $2.69 million for the year
ended Dec. 31, 2019, compared to a net loss of $3.71 million for
the year ended Dec. 31, 2018.  As of June 30, 2020, the Company had
$4.08 million in total assets, $787,335 in total liabilities, and
$3.29 million in total stockholders' equity.

Meaden & Moore, Ltd., in Cleveland, Ohio, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated April 14, 2020 citing that the Company continues to have
negative cash flow from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.


CLYDE J. SUTTON, JR: Copley Buying Manchester Property for $52.5K
-----------------------------------------------------------------
Clyde James Sutton, Jr. and Alice Carolyn Sutton ask the U.S.
Bankruptcy Court for the Eastern District of Tennessee to authorize
the sale of the real property identified as Lots 6 and 7
Forrestwood Drive, Manchester, Tennessee to Corey Copley for
$26,250 for each lot, cash.

The Debtors scheduled in their bankruptcy filing two lots, each
with .8 acres on Forrestwood Drive, Manchester, Tennessee.  It was
and is the intention of the Debtors to sell the property, and other
parcels to pay the creditors of the estate to the extent possible.
The property was scheduled with a value of $10,000 for each lot.

Subject to approval by the Court, the Debtors have reached an
agreement with the Buyer as embodied in the proposed purchase and
sale agreement.  The 363 Transaction, as embodied in the Agreement,
contemplates that the Property will be sold and transferred to the
Buyer free and clear of liens, claims, encumbrances and other
interests.  The purchase price for the property is $26,250 for each
lot, cash at closing.  

A search of the title of the Property discloses that Heritage South
Community Credit Union is the holder of a first mortgage against
the Property as a part of a package of properties securing loans to
the Debtors in the original amount of approximately $1.2 million.
Following the filing of the Case, through the sale of properties
subject to the security interest of Heritage, and with the approval
of Heritage, the present outstanding balance to Heritage is
approximately $850,000.  Additionally, property taxes to Coffee
County are owed, and are estimated to total approximately $1,000.

The Debtors are the Sellers' of the property.  The Purchaser is
represented by Latoya Stone, an agent with Coldwell Banker Snow and
Wall, and pursuant to the contract the Buyer's Agent is entitled to
a 3% commission calculated on the sales price.  Unsecured creditors
will receive no distribution from the proceeds of the sale.

The Debtors move entry of an Order for the Sale of Real Property,
specifically authorization to sell the property for $52,500, from
which there may be deducted the Sellers' closing costs, if any;
real estate commission of $1,575; and outstanding real property
taxes of approximately $1,000.  The balance will be payable to
Heritage.

A telephonic hearing on the Motion is set for Oct. 19, 2020 at 9:30
a.m., Telephone: (877) 810-9415, Access Code 1138859.

A copy of the Agreement is available at
https://tinyurl.com/yyyydk4x from PacerMonitor.com free of charge.

Clyde James Sutton, Jr. and Alice Carolyn Sutton sought Chapter 11
protection (Bankr. E.D. Tenn. Case No. 20-10332) on Jan. 28, 2020.
The Debtors tapped Paul Jennings, Esq., as counsel.



DAVE & BUSTER'S: S&P Assigns Preliminary 'B-' ICR, Outlook Negative
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' rating to
Dallas-based dining and entertainment venue operator Dave &
Buster's Inc. and the company's proposed $500 million senior
secured notes that will refinance its existing term loan and repay
most of its revolver borrowings.

"The negative outlook reflects our view that continued pressure
amid the coronavirus pandemic, recession, and changing consumer
behavior could threaten the sustainability of Dave & Buster's
longer-term business performance," S&P said.

"Our preliminary ratings reflect our expectation that the
contemplated transaction will close with no significant changes
from the proposed structure. We will finalize our ratings following
the completed issuance of the senior secured notes and successful
extension of its revolver along with amended terms and covenants in
line with our expectations, barring any other developments material
to our analysis," the rating agency said.

S&P's rating on Dave & Buster's reflects its expectation for
volatile performance and increased leverage amid highly challenging
operating conditions.

Dave & Buster's temporarily closed all of its stores in March as
the pandemic resulted in lockdown orders across the country. 37 of
its 136 venues remain closed, due to ongoing state and local
restrictions. The store closures have led to a sharp deterioration
in revenue and cash flow generation, with second-quarter revenue
declines of 85% relative to the prior year.

S&P anticipates slowly improving sales as venues reopen to limited
levels of demand. However, additional temporary closures caused by
regional resurgence of the virus could lead to further operating
volatility. S&P expects profitability to be hindered over at least
the next 12 months due to deleveraging of lower sales on fixed
costs. This, combined with increased levels of debt, will sharply
damage the company's credit metrics, in S&P's view. The rating
agency anticipates fiscal 2021 (ending Jan. 30, 2022) S&P Global
Ratings-adjusted debt to EBITDA will exceed 7x, compared with 4.7x
in fiscal 2019.

The proposed transaction bolsters the company's liquidity over the
next several months as it navigates an unprecedented dining and
entertainment environment.

Pro forma for the notes issuance, the company will have over $400
million of liquidity including revolver availability, which should
allow for continued investments in its venues and entertainment
offerings while sales remain weak. S&P believes the ability to keep
its large-store formats looking fresh and offering the latest games
is crucial to maintaining relevance among its customers.

S&P expects the company will amend its covenants under its
revolving credit facility (RCF), waiving its leverage and
fixed-charge coverage requirements through January 2022. It
believes this will provide the needed time to ramp up sales and
profitability sufficiently to comply with less restrictive leverage
covenants in the amended terms, beginning in the first quarter of
2022. These covenants were originally waived until the fourth
quarter of 2020, although additional time is needed for performance
to recover. The original covenants required total leverage to
remain below 3.5x, while the company most recently reported
leverage of 10x.

Despite a somewhat differentiated model, Dave & Buster's is subject
to intensifying competition from restaurant operators and
entertainment venues vying for customer traffic.

Dave & Buster's operates in a highly fragmented and competitive
out-of-home entertainment and dining subsegment. Its competitors
include bars and casual dining restaurants, as well as cinemas,
bowling alleys, and other entertainment venues. The company enjoys
relatively strong brand recognition with its nationwide presence,
and differentiates itself by offering a large array of proprietary
and exclusive games.

However, substitution risk is very high because customers have a
plethora of dining and entertainment options available to them.
Recently, the company was subject to significant competitive
pressure, underlined by comparable store sales declining in the
past three years as competitor openings ramped up in the dining and
entertainment subsegment. S&P expects this trend to continue, and
believe Dave & Buster's will need to effectively manage costs to
remain competitive.

Dave & Buster's is vulnerable to economic downturns based on the
discretionary nature of its business, though its profitable unit
economics may provide some cushion for weak performance.

In addition to the pandemic and competitive pressures, Dave &
Busters' near-term prospects remain bleak because the current
recession and high rates of unemployment will likely hinder
consumer discretionary spending. Nevertheless, the company benefits
from strong store-level cash flow generation and a favorable EBITDA
margin profile compared with peers (2019 S&P Global
Ratings-adjusted EBITDA margin of 30%). Its higher-margin
entertainment category sets Dave & Buster's apart from typical
casual dining restaurants, allowing it to continue to generate
positive cash with impaired sales levels. For example, S&P expects
positive free operating cash flow (FOCF) in 2021, despite its
forecast for sales remaining about 25% below 2019 levels.

S&P expects the company to burn cash over the remainder of fiscal
2020, returning to positive cash generation in 2021. The company
has burned cash at an average weekly rate of about $3.3 million
since April and S&P expects this to moderate over the coming
months. However, S&P acknowledges that many factors, including the
possibility of further government stimulus, successful development
and wide distribution of a vaccine, or the pace of the economic
recovery could cause a significant deviation from the rating
agency's forecast. Following a steep decline in revenue and EBITDA
in fiscal 2020 and cash burn of about $160 million, S&P expects
EBITDA to partially recover in 2021, remaining well below 2019
levels as performance stabilizes.

The negative outlook reflects continuing uncertainty regarding the
impact of the pandemic and current recessionary environment on the
company's operating performance. A slowdown in consumer
discretionary spending or changes to consumer behavior adverse to
entertainment and dining venues could hamper the company's ability
to recover operationally and generate positive cash flow.

"We could lower our preliminary rating on Dave & Buster's if we
believe its capital structure is unsustainable as pandemic-related
deterioration does not recover sufficiently. For example, we could
lower our preliminary rating if shifting consumer behavior results
in sales declines or competitive pressures intensify, and we don't
expect the company to generate positive FOCF," S&P said.

"We could revise our outlook to stable if operational threats posed
by the pandemic have subsided, and we expect sustained positive
FOCF with improving operating performance and decreasing leverage.
Furthermore, we would need to expect that changing consumer
behavior, as a result of the recession or otherwise, will not be
detrimental to the business," the rating agency said.


DAVE & BUSTER: Moody's Assigns Caa1 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service, assigned to Dave & Buster's, Inc. a Caa1
corporate family rating, Caa1-PD probability of default rating and
Caa1 senior secured rating. At the same time Moody's assigned the
company a speculative grade liquidity rating of SGL-3. The outlook
is stable.

"The Caa1 CFR reflects Dave & Buster's high leverage and weak
interest coverage, which Moody's forecasts will approximate 8.0x
and less than 1.0x at the end of 2021, respectively," stated Pete
Trombetta, an AVP-Analyst at Moody's. "Dave & Buster's, along with
other restaurant and entertainment venues, have been hit hard by
the spread of COVID-19 which will continue to impact operations
over the coming quarters as case numbers rise in the US," added
Trombetta.

Positive consideration is given to the company's planned note
issuance and revolver amendment which will bolster the company's
liquidity during this time of significant earnings pressure.
Proceeds from the planned $500 million 5-year senior secured notes,
along with cash balances, will be used to repay the almost $260
million outstanding under its existing first lien term loan and
about $425 million of outstandings under its $500 million revolving
credit facility ("revolver"). The existing term loan and revolver
were set to mature in August 2022. The revolver amendment will give
the company covenant relief until the first quarter of 2022 and
extend the maturity by two years to August 2024.

Assignments:

Issuer: Dave & Buster's, Inc.

Corporate Family Rating, Assigned Caa1

Probability of Default Rating, Assigned Caa1-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD3)

Outlook Actions:

Issuer: Dave & Buster's, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

In the short run, Dave & Buster's credit profile will be dominated
by the length of time that its entertainment and restaurant
operations continue to be highly disrupted by the restrictions put
in place due to COVID-19 and the resulting impact on the company's
cash consumption and its liquidity profile. The normal ongoing
credit risks include its weak credit metrics, the highly
capital-intensive nature of its business model that constrains free
cash flow generation, exposure to trends in discretionary consumer
spending, and the company's somewhat limited scale in terms of the
number of system wide units and scope. Positive considerations
include the company's adequate liquidity, leading position in the
niche combined food & entertainment industry, strong brand
recognition, and diverse geographic footprint. Moody's expects that
once the health and safety concerns of COVID-19 are significantly
reduced, Dave & Buster's operating performance can eventually
return to near 2019 levels.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Its analysis has considered the effect on the performance of the
restaurant and entertainment from the current weak US economic
activity and a gradual recovery for the coming months. Although an
economic recovery is underway, it is tenuous and its continuation
will be closely tied to containment of the virus. As a result, the
degree of uncertainty around its forecasts is unusually high.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

The stable outlook reflects the company's adequate liquidity which
is sufficient to support the company over the next few quarters
until it can generate consistent positive free cash flow.

The SGL-3 reflects Dave & Buster's adequate liquidity including
modest cash balances and good availability under its $500 million
revolving credit facility which expires in August 2024. Pro forma
for the contemplated transaction, Dave & Buster's will have about
$22 million of cash and $427 million available under its revolver,
although this will be subject to a $150 million minimum liquidity
covenant.

The Caa1 rating on the company's senior secured notes is the same
as the corporate family rating as senior secured debt makes up the
company's entire capital structure. The senior secured notes are
guaranteed by material domestic subsidiaries and secured by the
assets of D&B, Inc.

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

Ratings could be upgraded should operations return to a level that
is able to sustain leverage below 6.5x with EBIT/interest expense
above 1.1x. Ratings could be downgraded if liquidity were to weaken
for any reason or if occupancy restrictions remain in place beyond
current assumptions.

Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading
operator of large format, high volume specialty
restaurant-entertainment complexes. As of October 4 2020, the
company owned 136 stores in 40 states. Revenue for the last
12-month period ended August 2, 2020 was about $860 million. Dave &
Buster's is listed on the NASDAQ exchange under "PLAY".

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.


DELTA AIRLINES: Egan-Jones Lowers Senior Unsecured Ratings to B+
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 15, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Delta Air Lines Inc. to B+ from BB.

Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. provides
scheduled air transportation for passengers, freight, and mail over
a network of routes.



DEWIT DAIRY: Seeks Approval to Hire Real Estate Agent
-----------------------------------------------------
Dewit Dairy seeks authority from the U.S. Bankruptcy Court for the
District of Idaho to hire Clay Nannini of Westerra Real Estate
Group as its real estate agent.

The Debtor needs the services of a real estate agent to market for
sale its real property located at 2011 Bob Barton Highway, Wendell,
Idaho.  

The real estate agent will receive a 4 percent commission on the
gross proceeds.

Mr. Nannini disclosed in court filings that he is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.

Mr. Nannini can be reached at:

     Clay Nannini
     Westerra Real Estate Group
     205 Shoshone Street N. Ste #101
     Twin Fall, ID 83301

                       About Dewit Dairy

Dewit Dairy operates a dairy farm in Wendell, Idaho.  

Dewit Dairy sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 20-40734) on Sept. 18,
2020. At the time of filing, the Debtor estimated $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 million in
liabilities.  Matthew Todd Christensen, Esq., at Angstman Johnson,
PLLC, serves as Debtor's legal counsel.


DIOCESE OF ROCKVILLE: Seeks to Hire Otterbourg as IAC's Counsel
---------------------------------------------------------------
The Roman Catholic Diocese of Rockville Centre, New York seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Otterbourg P.C. as counsel to the Independent
Advisory Committee (IAC) appointed by the Debtor's Board of
Trustees in May 2019.

The professional services to be rendered by Otterbourg include, but
are not limited to:

     (a) Continuing the IAC's review of the Affiliate Transactions
and determination of whether any Affiliate Transaction gives rise
to one or more colorable claims in favor of the Diocese;

     (b) Pursuing such Claims, whether through negotiation or legal
action, to the extent they are determined to exist, to restore
value to the Debtor on account of the Affiliate Transactions;

     (c) Preparing any complaints, applications, motions,
memoranda, proposed orders, and any other pleadings as may be
required in connection with the IAC's role in the chapter 11 case;

     (d) Appearing before, or being heard by, the Court and any
appellate court in connection with the IAC's role in the chapter 11
case;

     (e) Interfacing with or appearing before (as the case may be)
the Debtor's Board of Trustees, and all parties-in-interest; and

     (f) Taking such other actions to assist the IAC in carrying
out its responsibilities as the IAC may request from time to time.

The hourly rates of the firm's professionals are as follows:

     Members           $725 - $1400
     Of Counsel        $550 - $1095
     Associates         $295 - $815
     Paralegals                $325

In addition, the firm will seek reimbursement for its actual,
reasonable and necessary out-of-pocket disbursements incurred in
connection with this engagement.

Otterbourg has voluntarily agreed to provide a 10% discount of the
aggregate fees it bills in this case.

Otterbourg provided the following in response to the request for
additional information set forth in Paragraph D.1. of the Revised
U.S. Trustee (UST) Guidelines:

Question: Did Otterbourg agree to any variations from, or
alternatives to, Otterbourg's standard billing arrangements for
this engagement?

Answer: No. Other than waiving its usual practice of receiving a
retainer and the voluntary 10% reduction of its fees noted above,
Otterbourg has not agreed to any variations from or alternatives to
its customary billing arrangements for this engagement.

Question: Do any of the Otterbourg professionals in this engagement
vary their rate based on the geographic location of the Debtor's
chapter 11 case?

Answer: No. The hourly rates used by Otterbourg in representing the
IAC are consistent with the rates that Otterbourg charges other
clients, regardless of the location of the chapter 11 case.

Question: If Otterbourg has represented the IAC in the 12 months
pre-petition, disclose Otterbourg's billing rates and material
financial terms for the pre-petition engagement, including any
adjustments during the 12 months pre-petition. If Otterbourg's
billing rates and material financial terms have changed
post-petition, explain the difference and the reasons for the
difference.

Answer: Otterbourg was retained by the IAC on May 7, 2019 pursuant
to the Pre-Petition Engagement Agreement, under which Otterbourg
was paid based upon its then standard hourly fee charges plus
expenses. The payment of Otterbourg's bills was the sole
responsibility of the Diocese, not of the IAC or any member
thereof. At the time of retention, Otterbourg waived its customary
practice of requiring a retainer and provided the IAC with a
courtesy discount of 10% of the aggregate professional fees billed
by Otterbourg in connection with such retention. At the time of the
Pre-Petition Engagement Agreement, Otterbourg's rates were in the
following ranges: members and of counsel, $600.00 to $1,080.00,
Associates, $295.00 to $775.00, and Paraprofessionals, $295.00. As
of October 1, 2019, in the ordinary course of its business,
Otterbourg increased its standard hourly rates to the following
ranges: members and of counsel, $650.00 to $1,315.00, Associates,
$295.00 to $795.00, and Paraprofessionals, $305.00. All amounts for
services rendered by Otterbourg prepetition have been paid or will
be waived by Otterbourg. The only change between Otterbourg's
pre-petition and proposed post-petition billing arises because it
is Otterbourg's regular practice to increase its hourly billable
rates annually as of October 1. The billing rates set forth in the
Application reflect Otterbourg's billing rates as of October 1,
2020.

Question: Has the IAC approved Otterbourg's budget and staffing
plan, and, if so, for what budget period?

Answer: Otterbourg will provide such information as the IAC
requests or requires to prepare and submit budget and staffing
plans required under the Revised UST Guidelines and will work with
the IAC to develop such budgets and staffing plans.

Peter Feldman, Esq., a member of Otterbourg P.C., disclosed in
court filings that the firm and its attorneys are "disinterested
persons" as that term is defined in section 101(14) of the
Bankruptcy Code and do not hold or represent an adverse interest to
the Debtor's estate.

The firm can be reached through:
   
     Peter Feldman, Esq.
     Jennifer S. Feeney, Esq.
     OTTERBOURG P.C.
     230 Park Avenue
     New York, NY 10169
     Telephone: (212) 661-9100
     Facsimile: (212) 682-6104

                    About the Diocese of Rockville Centre

The Roman Catholic Diocese of Rockville Centre, New York is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.

The Roman Catholic Diocese of Rockville Centre, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept.
30, 2020.

The Diocese was estimated to have $100 million to $500 million in
assets and liabilities as of the filing.

The Hon. Shelley C. Chapman is the case judge.

The Diocese tapped Jones Day as counsel; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Sitrick and Company,
Inc. as communications consultant. Epiq Corporate Restructuring,
LLC, is the claims agent.

In May 2019, the Board of Trustees of the Diocese appointed an
Independent Advisory Committee (IAC) to conduct an independent
review of certain related party transactions. The Diocese tapped
Otterbourg P.C. and Goldin, a Teneo Company, as counsel and
financial advisor to the IAC, respectively.


DIOCESE OF ROCKVILLE: Taps Goldin as IAC's Financial Advisor
------------------------------------------------------------
The Roman Catholic Diocese of Rockville Centre, New York seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Goldin, a Teneo Company, as financial advisor
to the Independent Advisory Committee (IAC) appointed by the
Debtor's Board of Trustees in May 2019.

Goldin will provide these professional services to the IAC:

     (a) Continuing the review of the Affiliate Transactions;

     (b) Providing assistance in connection with the negotiation or
legal action concerning any claims or demands to restore value to
the Diocese on account of the Affiliate Transactions;

     (c) Providing declarations, reports and testimony, if
necessary, in connection with the above; and

     (d) Taking such other actions to assist the IAC in carrying
out its responsibilities as the IAC may request from time to time.

Goldin shall be paid for professional time expended by its relevant
personnel at those rates, subject to a 10% public service discount,
as follows:

        Professional Level                    Regular Rates  
Adjusted Rates
Managing Directors/Sr. Managing Directors     $800-$1,250    
$720-$1,125
Vice Presidents/Consultants/Directors          $500-$800      
$450-$720
Analysts/Associates                            $300-$500      
$270-$450

Goldin will be reimbursed for its reasonable and necessary
out-of-pocket expenses (which shall be charged at cost) incurred in
connection with this engagement.

Robin Chiu, a senior managing director of Goldin, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:
   
     Robin Chiu
     GOLDIN
     350 Fifth Avenue
     New York, NY 10118
     Telephone: (212) 593-2255
     Facsimile: (212) 888-2841
     E-mail: rchiu@goldinassociates.com

                    About the Diocese of Rockville Centre

The Roman Catholic Diocese of Rockville Centre, New York is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.

The Roman Catholic Diocese of Rockville Centre, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept.
30, 2020.

The Diocese was estimated to have $100 million to $500 million in
assets and liabilities as of the filing.

The Hon. Shelley C. Chapman is the case judge.

The Diocese tapped Jones Day as counsel; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Sitrick and Company,
Inc. as communications consultant. Epiq Corporate Restructuring,
LLC, is the claims agent.

In May 2019, the Board of Trustees of the Diocese appointed an
Independent Advisory Committee (IAC) to conduct an independent
review of certain related party transactions. The Diocese tapped
Otterbourg P.C. and Goldin, a Teneo Company, as counsel and
financial advisor to the IAC, respectively.


ELDERHOME LAND: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Elderhome Land LLC
        15623 Riding Stable Road
        Laurel MD 20707

Business Description: Elderhome Land LLC is a Single Asset Real
                      Estate (as defined in 11 U.S.C. Section 101
                     (51B)).

Chapter 11 Petition Date: October 20, 2020

Court: United States Bankruptcy Court
       District of Maryland

Case No.: 20-19419

Debtor's Counsel: A. Donald C. Discepolo, Esq.
                  DISCEPOLO FIRM
                  8808 Centre Park Drive, Suite 306
                  Columbia, MD 21045
                  Tel: 410-296-0780
                  Email: don@discepolofirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas Norris, president.

A 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://www.pacermonitor.com/view/XGZHZ6I/Elderhome_Land_LLC__mdbke-20-19419__0001.0.pdf?mcid=tGE4TAMA


ENGINEERED PROPULSION: Taps Simma Flottemesch as Accountant
-----------------------------------------------------------
Engineered Propulsion Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Wisconsin to employ
Shaun M. Simma, CPA and Simma Flottemesch & Orenstein, Ltd. as
accountants.

The firm will render these professional services to the Debtor:

     (a) assist the Debtor in the preparation and filing of its
federal, Wisconsin and California tax returns;

     (b) perform financial tax analysis; and

     (c) perform other accounting services for the Debtor as may be
necessary in this proceeding.

The hourly rates of the firm's professionals are as follows:

     Shaun M. Simma, CPA         $300
     Other Professionals   $65 - $430

In addition, the firm will be reimbursed for other costs and
expenses incurred in connection with this representation.

Upon entry of an order authorizing the employment of the firm, the
Debtor shall provide a retainer in the amount of $5,000.00.

Shaun M. Simma, a shareholder of Simma Flottemesch & Orenstein,
Ltd., disclosed in court filings that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:
   
     Shaun M. Simma, CPA
     SIMMA FLOTTEMESCH & ORENSTEIN, LTD.
     2800 AT&T Tower, 901 Marquette Avenue
     Minneapolis, MN 55402
     Telephone: (612) 337-8117
     E-mail: shaun@sfocpa.com
    
                          About Engineered Propulsion Systems

Engineered Propulsion Systems, Inc., a manufacturer of aircraft
engines and engine parts in New Richmond, Wis., filed a Chapter 11
petition (Bankr. W.D. Wis. Case No. 20-11957) on July 29, 2020.
Engineered Propulsion president Michael Fuchs signed the petition.
At the time of the filing, the Debtor was estimated to have $100
million to $500 million in assets and $10 million to $50 million in
liabilities.

Judge G. Michael Halfenger oversees the case.

The Debtor tapped Steinhilber Swanson, LLP as its bankruptcy
counsel; Jarchow Law, LLC as its general corporate counsel; and
Shaun M. Simma, CPA and Simma Flottemesch & Orenstein, Ltd. as
accountants.


ETHEMA HEALTH: Posts $9 Million Net Income in Second Quarter
------------------------------------------------------------
Ethema Health Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $9.04 million on $82,301 of revenues for the three months ended
June 30, 2020, compared to a net loss of $1.67 million on $98,186
of revenues for the three months ended June 30, 2019.

For the six months ended June 30, 2020, the Company reported a net
loss of $1.30 million on $165,843 of revenues compared to a net
loss of $4.76 million on $180,201 of revenues for the same period
during the prior year.

As of June 30, 2020, the Company had $3 million in total assets,
$22.74 million in total liabilities, $400,000 in preferred stock,
and a total stockholders' deficit of $19.74 million.

As of June 30, 2020 the Company has a working capital deficiency of
approximately $18,100,000 and accumulated deficit of approximately
$46,800,000.  Management believes that current available resources
will not be sufficient to fund the Company's planned expenditures
over the next 12 months.  Accordingly, the Company will be
dependent upon the raising of additional capital through placement
of common shares, and/or debt financing in order to implement its
business plan, and generating sufficient revenue in excess of
costs.  If the Company raises additional capital through the
issuance of equity securities or securities convertible into
equity, stockholders will experience dilution, and such securities
may have rights, preferences or privileges senior to those of the
holders of common stock or convertible senior notes.  If the
Company raises additional funds by issuing debt, the Company may be
subject to limitations on its operations, through debt covenants or
other restrictions.  If the Company obtains additional funds
through arrangements with collaborators or strategic partners, the
Company may be required to relinquish its rights to certain
geographical areas, or techniques that it might otherwise seek to
retain.  There is no assurance that the Company will be successful
with future financing ventures, and the inability to secure such
financing may have a material adverse effect on the Company's
financial condition.  The Company said these factors create
substantial doubt about the Company's ability to continue as a
going concern.

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

https://www.sec.gov/Archives/edgar/data/792935/000172186820000454/f2sgrst10q101620.htm

                        About Ethema Health

Headquartered in West Palm Beach, Florida, Ethema Health
Corporation -- http://www.ethemahealth.com/-- operates in the
behavioral healthcare space specifically in the treatment of
substance use disorders.  Ethema developed a unique style of
treatment over the last eight years and has had much success with
in-patient treatment for adults.  Ethema will continue to develop
world class programs and techniques for North America.

Ethema reported a net loss of $14.96 million for the year ended
Dec. 31, 2019, compared to a net loss of $8.18 million for the year
ended Dec. 31, 2018.  As of Dec. 31, 2019, the Company had $3.21
million in total assets, $23.23 million in total liabilities, and a
total stockholders' deficit of $20.02 million.

Daszkal Bolton LLP, in Fort Lauderdale, Florida, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated July 10, 2020, citing that the Company had accumulated
deficit of approximately $45.5 million and negative working capital
of approximately $18.3 million at Dec. 31, 2019, which raises
substantial doubt about its ability to continue as a going concern.


FALLS EVENT: Trustee's $1.33M Beaverton Property Sale to Urban OK'd
-------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized Michael F. Thomson, the Chapter 11
Trustee of the consolidated bankruptcy estate of The Falls Event
Center, LLC and affiliates, to sell the real and personal property
located in Beaverton, Oregon, described as a commercial condominium
unit located at 12655 SW Millikan Way, Beaverton, Oregon (which is
Unit 1 of The Round Garage Condominium), consisting of
approximately 15,255 square feet of commercial space, together with
(a) all improvements and fixtures located therein; (b) all personal
property owned by the Seller with respect thereto; and (c) all
transferrable licenses, utility contracts, plans and
specifications, warranties and other intangible personal property,
rights, easements, privileges and appurtenances related thereto, to
Urban Development Partners - NW for $1.325 million.

The Purchase Agreement is approved.

The sale is free and clear of Liens or Encumbrances, with any valid
liens or interests in the Property attaching to the Net Sale
Proceeds.

The Trustee is authorized to disburse the proceeds of sale to pay
(a) the costs of sale (including JLL's 5% commission), (b) any
outstanding taxes and assessments (including property taxes for tax
years 2017 through 2019 in the total approximate amount of
$139,561), and (c) the Liens and Encumbrances.

The hearing on the Motion scheduled for Oct. 20, 2020 at 11:00 a.m.
is stricken.

A copy of the Agreement is available at
https://tinyurl.com/y6qxzb29 from PacerMonitor.com free of charge.

                  About The Falls Event Center

The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018.  At the time of the filing, the Debtor was estimated to have
assets of $50 million to $100 million and liabilities of $100
million to $500 million.  

Judge R. Kimball Mosier oversees the case.  

Ray Quinney & Nebeker P.C. is the Debtor's legal counsel.  The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC,
as restructuring advisors.

On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.

In November 2018, Judge R. Kimball Mosier entered an order
appointing Michael F. Thomson as Chapter 11 trustee.  DORSEY &
WHITNEY LLP is the Trustee's counsel.

On April 30, 2019, the Court appointed Jones Lang Lasalle Americas,
Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate
Broker for the Trustee.


FALLS EVENT: Trustee's $17.5K Sale of TFCR & TFSO Properties Okayed
-------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized Michael F. Thomson, the Chapter 11
Trustee of the consolidated bankruptcy estate of The Falls Event
Center, LLC and affiliates, to sell to DeWitt Grant, LLC for
$17,500 the following real properties: (i) The Falls at Cutten
Road, LLC's real property known as more or less 3.887 Acres, Parcel
ID 1312620010001, 13455 Cutten Road, Houston, Harris County, Texas;
and (ii) The Falls at Stone Oak Parkway, LLC's real property known
as Parcel IDs 739630 and Parcel ID, located in Bexar County,
Texas.

The Asset Purchase Agreement is approved.

The sale of the Properties to the Buyer will be subject to (i) the
liens in favor of Golf 6061, LLC, associated with that certain
promissory note dated May 31, 2018 in the principal amount of $2.64
million, and (ii) all state and federal regulations and obligations
arising from ownership of the Properties, including but not limited
to property tax obligations.

The sale is free and clear of all other interests, with such other
valid liens, encumbrances or interests in the Properties, if any,
attaching to the Net Sale Proceeds.

The 14-day stay imposed by Federal Rules of Bankruptcy Procedure
6004(h) is waived.

The ad valorem taxes for year 2020 pertaining to the Properties
located in Harris County and Bexar County will be the
responsibility and liability of the Buyer, and if not paid in full
at closing, the year 2020 ad valorem tax liens of Harris County and
Bexar County will be retained against the Properties until said
taxes are paid in full.

The hearing on the Motion scheduled for Oct. 20, 2020 at 11:00 a.m.
is stricken.

A copy of the Agreement is available at
https://tinyurl.com/yxs5jfs9 from PacerMonitor.com free of charge.

                  About The Falls Event Center

The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018.  At the time of the filing, the Debtor was estimated to have
assets of $50 million to $100 million and liabilities of $100
million to $500 million.  

Judge R. Kimball Mosier oversees the case.  

Ray Quinney & Nebeker P.C. is the Debtor's legal counsel.  The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC,
as restructuring advisors.

On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.

In November 2018, Judge R. Kimball Mosier entered an order
appointing Michael F. Thomson as Chapter 11 trustee.  DORSEY &
WHITNEY LLP is the Trustee's counsel.

On April 30, 2019, the Court appointed Jones Lang Lasalle Americas,
Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate Broker
for the Trustee.


FITNESS BLUEPRINT: Taps Crane Simon as Legal Counsel
----------------------------------------------------
Fitness Blueprint, LLC, d/b/a The Foundry Chicago, seeks approval
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Scott R. Clar, Jacob Comrov, and the law firm of
Crane, Simon, Clar & Goodman as its attorneys.

The firm will render these professional services to the Debtor:

     (a) prepare necessary applications, motions, answers, orders,
adversary proceedings, reports and other legal papers;

     (b) provide the Debtor with legal advice with respect to its
rights and duties involving its property, as well as its
reorganization efforts herein;

     (c) appear in court and litigate whenever necessary; and

     (d) perform any and all other legal services that may be
required from time to time in the ordinary course of the Debtor’s
business during the administration of this bankruptcy case.

Prior to the filing of the Chapter 11 case, the firm was paid
$12,500 as an advance payment retainer for its representation of
the Debtor in this bankruptcy case and matters relating thereto.

To the best of the Debtor's knowledge, the law firm of Crane,
Simon, Clar and Goodman does not hold any interest adverse to the
Debtor or its estate in the matters upon which they are to be
engaged herein. The firm's employment is in the best interests of
the Debtor and this estate.

The firm can be reached through:
   
     Scott R. Clar, Esq.
     CRANE, SIMON, CLAR & GOODMAN
     135 S. LaSalle Street, Suite 3705
     Chicago, IL 60603
     Telephone: (312) 641-6777
     E-mail: sclar@cranesimon.com

                              About Fitness Blueprint

Fitness Blueprint, LLC, d/b/a The Foundry Chicago, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 20-17260) on September 17, 2020. Judge Lashonda A.
Hunt oversees the case. Scott R. Clar, Esq., and Jacob Comrov,
Esq., of the law firm of Crane, Simon, Clar & Goodman serve as the
Debtor's counsel.

William Avellone is the appointed Subchapter V Trustee.


FREEDOM MORTGAGE: Fitch Rates $600MM Unsec. Notes Due 2026 'B+'
---------------------------------------------------------------
Fitch Ratings has assigned a final rating of 'B+' to Freedom
Mortgage Corporation's $600 million 7.625% senior unsecured notes
due May 1, 2026. Proceeds are expected to be used for general
corporate purposes, including the repayment of existing secured and
unsecured debt.

The assignment of the final rating follows the receipt of documents
conforming to information already received. The final ratings are
the same as the expected rating assigned to the unsecured notes on
Oct. 13, 2020.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

The rating is equalized with the ratings assigned to Freedom's
existing senior unsecured debt, as the new notes will rank equally
in the capital structure. The senior unsecured debt rating is
one-notch below Freedom's Long-Term Issuer Default Rating (IDR),
given the subordination to senior secured debt in the capital
structure, reflecting weaker recovery prospects in a stress
scenario.

Pro forma for this issuance, unsecured debt to total debt will
increase modestly to 16.0% from 12.7%, as of June 30, 2020 as the
proceeds will be used to fully repay Freedom's existing 10.75%
senior unsecured debt and some of the firm's secured debt
outstanding. This level of unsecured debt is at the lower end of
fitch's 'bb' category funding, liquidity and coverage benchmark
range of 10%-40% for balance sheet heavy finance and leasing
companies with an operating environment score of 'a'. Fitch views
the use of unsecured debt favorably, as it enhances balance sheet
flexibility in times of stress.

Fitch evaluates leverage for mortgage lenders and servicers on the
basis of gross debt to tangible equity. Freedom's leverage was 5.5x
at June 30, 2020, which is above Fitch's previously stated negative
rating sensitivity of 5.0x. Failure to reduce leverage below 5.0x
over the next 12 to 18 months would result in negative rating
action.

Freedom's ratings are supported by its solid franchise and
historical track record in the U.S. nonbank residential mortgage
space, experienced senior management team with extensive industry
background, a sufficiently robust and integrated technology
platform, good historical asset quality performance in its prime
servicing portfolio, adequate reserves to absorb a reasonable level
of repurchase or indemnification demands, and appropriate earnings
coverage of interest expenses. Fitch believes Freedom's
multi-channel origination approach is well positioned relative to
most peers, as it can provide more sustainable earnings through
various interest rate and economic cycles. Freedom's
retained-servicing business model serves also as a natural hedge,
although not a full offset, to the cyclicality of the mortgage
origination business.

Fitch believes the highly cyclical nature of the mortgage
origination business and the capital intensity and valuation
volatility of MSRs of the mortgage servicing business represent
primary rating constraints for nonbank mortgage companies,
including Freedom. Furthermore, the mortgage business is subject to
intense legislative and regulatory scrutiny, which further
increases business risk, and the imperfect nature of interest rate
hedging can introduce liquidity risks related to margin calls
and/or earnings volatility. These industry constraints typically
limit ratings assigned to nonbank mortgage companies to below
investment grade levels.

Rating constraints specific to Freedom include the company's
continued reliance on secured, wholesale funding facilities and
elevated key person risk related to its founder and Chief Executive
Officer, Stanley Middleman, who sets the tone, vision and strategy
for the company.

The Negative Outlook reflects Freedom's elevated leverage, which is
above Fitch's previously stated negative rating sensitivity of
5.0x, the high degree of macroeconomic uncertainty and the extended
timeframe over which downside risks related to forbearance are
likely to play out which could pressure the servicing business.

RATING SENSITIVITIES

IDR and SENIOR DEBT

The senior unsecured debt rating is primarily sensitive to any
changes to Freedom's Long-Term IDR and would be expected to move in
tandem.

Factors that could, individually or collectively, lead to negative
rating action/downgrade include an inability to maintain sufficient
liquidity to effectively manage elevated servicer advance levels
stemming from further increases in forbearance by borrowers and the
potential for higher delinquencies following the lapse of
forbearance programs. Additionally, if Freedom's leverage were to
be sustained above 5.0x over the next 12 to 18 months it would
result in a ratings downgrade.

Factors that could, individually or collectively, lead to positive
rating action/upgrade, including a revision of the Outlook to
Stable, include confidence in the firm's ability to sustainably
manage leverage at 5.0x or below, a clearer understanding of
potential peak delinquency rates and maintenance of adequate
liquidity to fund corresponding servicing advances, stabilization
of MSR valuation marks, funding sufficiency for increased
origination volume, and continuation of strong earnings
performance. A continued extension of Freedom's funding duration
and/or an increase in unsecured debt to total debt approaching 30%
could also contribute to positive rating momentum.

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

Freedom has an ESG Relevance Score of '4' for Governance Structure
due to elevated key person risk related to its founder and Chief
Executive Officer, Stanley Middleman, who sets the tone, vision and
strategy for the company. This has a negative impact on the credit
profile and is relevant to the ratings in conjunction with other
factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.


FRONTIER COMMUNICATIONS: North Buying Stratford Property for $7.5M
------------------------------------------------------------------
Frontier Communications Corp. and affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a notice of
their Purchase and Sale Agreement, dated as of Sept. 9, 2020, with
North River Co., LLC in connection with the private sale by The
Southern New England Telephone Co., doing business as Frontier
Communications Corp., of its parcel of real property, the buildings
and improvements located thereon, and appurtenances thereto at 1175
Woodend Road in the City of Stratford, County of Fairfield and
State of Connecticut, for $7.5 million, free and clear of Liens,
Claims and Interests.

The Seller owns the right, title, and interest in the Real
Property.  In November 1998, the Premises were designated as
environmentally contaminated under Connecticut Transfer Act as a
result of petroleum impact on the site.  Due to such designation,
the Seller incurred certain obligations with respect to the
Premises, including conducting environmental investigations and
monitoring and conducting remediation work at the Premises.  

On Sept. 9, 2020, the Buyer and the Seller entered into the PSA,
pursuant to which the Buyer agrees to: (a) provide $7.5 million to
the Seller in exchange for the Real Property, together with (i) all
right, title and interest of Seller in and to the building located
on the Real Property and all improvements located thereon; (ii) all
right, title and interest of Seller in and to all easements,
rights, claims and appurtenances, if any in any way belonging to or
appertaining to the Premises including, without limitation, all
development rights, land use entitlements, air rights, water
rights, and, all right, title and interest of Seller in and to all
adjoining streets, alleys and other public right of ways; (iii) all
machinery, apparatus, equipment, fittings and fixtures used in
connection with the operation and management of the buildings and
improvements located on the Real Property ("Fixtures") but
excluding all business equipment, and personal property of the
Seller including, but not limited to Seller’s tools, vans,
wiring, cabling, and other personal property and equipment used by
the Seller in connection with its business operations ("Seller's
Personal Property"); and (iv) all other rights, privileges and
benefits owned by Seller in any way relating or at pertaining to
the Real Property ("Premises"); (b) accept the Premises "as is,"
including the environmental condition; and (c) expressly release
the Seller from liabilities regarding the purchase of the Premises.


The Sale is conditioned on the Seller obtaining the required
approvals for the PSA, including the approval of the Court and the
Public Utilities Regulatory Authority ("PURA") for the State of
Connecticut (unless PURA determines that no such approval is
required).  Per the terms of the PSA, the Buyer is to obtain right,
title, and interest in the Premises, excluding the business
equipment and personal property of the Seller.

A private sale to the Buyer is in the best interests of the Seller
given the cost savings which would be incurred through the Purchase
and Sale Agreement and the purchase price offered by the Buyer.
The Debtors evaluated the purchase offer and the Premises and
determined that selling the Premises would maximize value to them.
There is no indication a more valuable offer would be obtainable,
given the extended marketing and sale timeline for the Premises and
the multiple offers extended by potential purchasers.  For these
reasons, the Debtors ask approval to enter into the PSA to sell
their interest in the Property.

To maximize the value received for the Premises, the Debtors ask to
close the Sale as soon as possible after the hearing.  
Accordingly, they ask that the Court waives the 14-day stay period
under Bankruptcy Rules 6004(h).

A hearing on the Motion was set for Oct. 23, 2020 at 10:00 a.m.
(ET).  The Objection Deadline is Oct. 16, 2020 at 4:00 p.m. (ET).

A copy of the PSA is available at https://tinyurl.com/y2haegtg from
PacerMonitor.com free of charge.

                   About Frontier Communications

Frontier Communications Corporation (NASDAQ: FTR) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 29 states, including video,
high-speed internet, advanced voice, and Frontier Secure digital
protection solutions.

Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D. N.Y. Lead Case No. 20-22476) on
April 14, 2020. Judge Robert D. Drain oversees the cases.

The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor.  Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr

The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases.  The committee
tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez
& Marsal North America, LLC as financial advisor; and UBS
Securities LLC as investment banker.



GENNADY MOSHKOVICH: Yarden Buying Beverly Hills Property for $23.5M
-------------------------------------------------------------------
Gennady Moshkovich asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of his personal
residence located at 911 Loma Vista Dr., Beverly Hills, California
to Yarden Consulting, LLC and/or its assignee for $23 million,
cash, plus $500,000 for certain furniture in the Real Property,
pursuant to the California Residential Purchase Agreement and Joint
Escrow Instructions and related sale documents, subject to
overbid.

The Debtor owns the Real Property.  The Real Property is situated
on an approximately 2-acre lot with over 2,000 trees that require
constant landscaping and watering and includes dwellings with
approximately 11,000 square feet of space, including the main
residence, which has 5 bedrooms and 9 bathrooms, and a guest
residence, which has 3 bedrooms and 2 bathrooms.  The Real Property
also has a pool, sauna, and basketball court.    

The Real Property is one of the most unique properties in the
Trousdale Estates.  Trousdale Estates permits only single-story
residences with restriction on roof height.  The Real Property is
grandfathered in and, therefore, has roof pitches up to 17 feet,
which cannot be duplicated under current restrictions.  It has a
substantial flat pad, which would allow expansion for a residence
of over 30,000 square feet.  Finally, and most remarkably, the Real
Property is one of the most-private estates in Trousdale Estates
located just above and behind the world-famous Greystone Mansion
with incredible views and unique landscaping making a one-of-a-kind
private resort.

Over the years, the Debtor has extensively remodeled and added to
the Real Property, both with respect to the structure as well as
the grounds.  In essence, the Debtor retained a couple walls and
built new and grander structures.  He has invested substantial sums
into the Real Property to create the secluded luxury resort that is
there today.

Based on his knowledge of the Real Property, the improvements made
to the Real Property, comparative sales in the area where the Real
Property is located, the opinions of his brokers, and a recent
appraisal of the Real Property, the Debtor believes that the Real
Property has a fair market value of approximately $26 million.
Ultimately, the Auction and the close of a sale of the Real
Property will determine the fair market value of the Real Property.


The Real Property is purportedly encumbered by (1) a first priority
deed of trust securing Select Portfolio Servicing, Inc. ("SPS")'s
claim in the approximate amount of $5.435 million, (2) a second
priority deed of trust securing BOBS, LLC's claim in the alleged
approximate amount of $16,769,222, and (3) a third priority deed of
trust securing the claim of JWR, the Debtor's DIP lender, in the
principal amount of $200,000, which claim is also secured by a
first position lien on the Debtor’s personal property, including
the Furniture.  The foregoing deeds of trust are reflected in the
Title Report.  In addition to these alleged secured claims, the
Debtor has an additional approximately $321,000 in unsecured
claims, mostly for personal loans and credit cards, held by 10
creditors.  

BOBS' alleged secured claim is subject to bona fide dispute. BOBS
previously filed a motion for relief from stay to foreclose on the
Real Property.  The Debtor filed an opposition to the RFS Motion.
As discussed in the RFS Opposition, BOBS' alleged secured claim is
grossly overstated, because, inter alia, (1) the Debtor made
$800,580 in payments to BOBS that BOBS did not account for and
deduct from its alleged claim, (2) BOBS utilized an improper
default rate of interest, which results in BOBS' alleged claim
being overstated by $595,837, and (3) at least $2 million of BOBS'
alleged claim and potentially the entirety of BOBS’ alleged claim
is not secured due to, inter alia, defects in loan documentation,
defects in the alleged assignment of a loan and deed of trust to
BOBS from a predecessor in interest, and because BOBS' loan
documents provide that BOBS' alleged claim is "secured by a Second
Deed of Trust on 917 Loma Vista Dr., Beverly Hills, CA 90210 dated
7/26/2011," yet there is no 7/26/11 DOT recorded against the Real
Property.

On Sept. 16, 2020, the Debtor initiated an adversary proceeding
(Adv. Case No.: 2:20-ap-01623-BB) by filing a against BOBS and
others.  There has not yet been any response to the Complaint and
the Adversary remains pending.  As a result, and because the
Complaint includes an objection to BOBS alleged claim, such claim
is no longer deemed to be allowed.

In order to protect his substantial equity in the Real Property,
and in order to deal with the purported secured claims of SPS and
BOBS, as well as the aforementioned approximately $321,000 in
unsecured claims held by other creditors, the Debtor filed his
bankruptcy case, which stayed the foreclosure sale.  While the
Debtor believes that the structured dismissal option is more
favorable because it offers substantial cost and time savings,
which will benefit all parties in interest, in the event dismissal
is not possible, the Debtor will propose a simple reorganization
plan.

After Petition Date, the Debtor hires Compass and Hilton & Hyland
("Former Brokers") as the Debtor's co-real estate brokers with
respect to the marketing and sale of the Debtor's Real Property,
which application was approved by the Court.  In order to
reinvigorate efforts to sell the Real Property and bring new
perspective, expertise, and access to clientele to further such
efforts, the Debtor terminated the Listing Agreement with the
Former Brokers and, on July 9, 2020, he hires Joe Babajian of
Rodeo Realty and Josh Altman of Douglas Elliman and Million Dollar
Listing, to market and sell the Real Property.  Mr. Babajian and
Mr. Altman are in the top tier of Los Angeles real estate brokers
dealing with high-end unique properties such that the Debtor's Real
Property.

In addition to the foregoing marketing efforts, the Current Brokers
will continue to market the Real Property consistent with the
marketing efforts.  They will also provide prospective Overbidders
with notice of the Auction and the Overbid Procedures.  

The extensive marketing of the Real Property has achieved results.
On Sept. 24, 2020, the Debtor and the Buyer executed the Purchase
Agreement.  

The terms of the proposed sale of the Real Property under the
Purchase Agreement are:

     a. Name of Buyer: Yarden Consulting, LLC and/or its assignee
(i.e., the Buyer) or any winning Overbidder at the Auction

     b. Asset to Be Sold: The Real Property and the Furniture, the
purchase of which is optional for any Overbidder

     c. Purchase Price: $23 million (plus an additional $500,000
for the Furniture) subject to overbid pursuant to the Overbid
Procedures

     d. Deposit: $500,000 (2.2% of the Purchase Price)

     e. Financing Contingency – none; all cash

     f. Appraisal Contingency – to be removed 21 days after
acceptance, which is Oct. 15, 2020

     g. Inspection Contingency - to be removed 60 days after
acceptance, which is Nov. 23, 2020

     h. Condition of Asset/Property: "As-Is, Where Is"

     i. Free and Clear: The Real Property will be sold free and
clear of any and all liens, claims, encumbrances, and interests,
with the exception of the Excepted Items.  

     j. Overbidding: The sale of the Real Property is Overbidding
at the Auction pursuant to the Overbid Procedures.

     k. Closing: (a) For the Buyer – the later of 75 days after
acceptance, which is Dec. 8, 2020 or five business days after the
entry of the Sale Order, and (b) for any winning Overbidder - or
five business days after the entry of the Sale Order.

     l. Estimated Costs of Sale: The Debtor estimates that the
total costs of sale incurred by the estate will total approximately
4% of the sale price, comprised of (1) a 1% commission to be paid
to the Current Brokers, (2) a 2% commission to be paid to the
broker
representing the Buyer or any winning Overbidder, and (3) the
balance for any closing costs.

     m. Potential Tax Consequences: Given the purchase price for
the Real Property, the amount invested into the Real Property for
construction and other improvements, the large claims allegedly
secured by the Real Property, one of which is subject to bona fide
dispute, and the exemption for the first $500,000 of capital gains,
the Debtor believes no capital gains taxes will be owing.

The Debtor believes that the proposed Overbid Procedures detailed
in the preceding Sale Motion will maximize the price ultimately
obtained for the Real Property while still protecting the estate
from parties who may wish to bid on the Real Property but who are
ultimately unable to consummate a purchase of the Real Property.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Within three business days prior to the
Auction

     b. Initial Bid: The Purchase Price of $23 million, plus the
$500,000 for the Furniture, as it is more valuable when sold with
the Real Property, plus at least $100,000 more (i.e., at least
$23.6 million)

     c. Deposit: 3% of the Initial Overbid Amount

     d. Auction: The Auction will be held concurrently with the
hearing on the Sale Motion on Dec. 2, 2020 at 10:00 a.m.

     e. Bid Increments: $100,000

Pursuant to the Sale Motion, the Debtor is asking authority to pay
(1) from the proceeds of the sale of the Real Property out of
escrow on closing: (a) any accrued pre-closing real property taxes
secured by the Real Property, (b) a commission equal to one percent
(1%) of the purchase price be paid to and split by the Current
Brokers (Rodeo Realty and Douglas Elliman), which commission was
reduced from the 2% authorized by the Court per agreement between
the Debtor and the Current Brokers, (c) a commission equal to 2% of
the purchase price to be paid to the broker representing the Buyer
or any winning Overbidder, which commission was reduced from the
2.5% authorized by the Court  per agreement between the Debtor, the
Current Brokers, and the Buyer's broker, (d) any other customary
escrow closing fees and charges allocated to the Debtor, and (e)
any undisputed portion of SPS' secured claim; and (2) from the
proceeds of the sale of the Furniture, JWR's secured claim.  All of
the foregoing payments are consistent with allowed disbursements of
sale proceeds under LBR 6004-1(h).   

The hearing on the Sale Motion is scheduled for Dec. 2, 2020.
Under the Purchase Agreement, the Buyer is required to close within
the later of Dec. 8, 2020 and five business days after the entry of
the Sale Order, and any Overbidder would be required to close
within five business days after the entry of the Sale Order.  It is
important that the sale close as soon as possible to reduce the
chances that the Buyer (or successful Overbidder at the Auction)
fails to close due to the passage of time and to limit the accrual
of additional interest, taxes, and upkeep expenses that have to be
paid by the estate.  Based on the foregoing, the Debtor asks that
the Court waive the stay under FRBP 6004(h) and that the Sale Order
be effective immediately upon entry.   

A hearing on the Motion is set for Dec. 2, 2020 at 10:00 a.m.

A copy of the Agreement is available at
https://tinyurl.com/y6q84qq8 from PacerMonitor.com free of charge.

Gennady Moshkovich sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 20-11547) on Feb. 12, 2020.  The Debtor tapped David
Golubchik, Esq., as counsel.


GEORGIA DIRECT: $81.5K Sale of Richmond Property to Dills Approved
------------------------------------------------------------------
Judge Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized the private sale by Georgia
Direct Carpet, Inc. ("GDC"), Georgia Direct West, LLC and M3
Holdings, LLC of GDC's parcel of real estate commonly known as
1513-1530 South 9th Street, Richmond, Indiana, and more accurately
described as Lots 38, 39, 40, 41, 42, 43, 44, 45, 46, 92 & 93
Beallview Exc Right of Way Grant to State & Lot 37 Beall Exc 82.6 x
101 feet to state, to John W. Dills for $81,500, pursuant to the
terms of the Purchase Agreement.

The Payment will be made directly to West End Bank, S.B.

The Real Estate is not subject to any claims, liens, or
encumbrances.

The Debtors will file a Report of Sale within 14 days that the
private sale takes place pursuant to Local Bankruptcy Rule
6004-2(e).

A copy of the Agreement is available at
https://tinyurl.com/y69ujrqj from PacerMonitor.com free of charge.

                   About Georgia Direct Carpet

Georgia Direct Carpet, Inc., also known as Georgia Carpet Direct,
owns and operates a carpet and flooring store in Richmond, Ind.  It
offers carpets, hardwoods, laminate flooring and ceramic tile floor
products.

Georgia Direct Carpet and its affiliates sought Chapter 11
protection (Bankr. S.D. Ind. Lead Case No. 19-06316) on Aug. 26,
2019. In the petition signed by Anthony Bledsoe, president, Georgia
Direct Carpet estimated assets and liabilities at $1 million to $10
million. The Hon. Robyn L. Moberly is the case judge.

The Debtors tapped Mattingly Burke Cohen & Biederman LLP as their
legal counsel; Mattingly Burke Cohen & Biederman LLP, as special
counsel; and Barron Business Consulting, Inc. as their financial
advisor.

The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Oct. 9, 2019.  The
committee is represented by Mercho Caughey.

Baumgartner Commercial, Inc., is the real estate broker.



HAYWARD INDUSTRIES: Moody's Rates New $150MM 1st Lien Term Loan B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hayward
Industries, Inc.'s (Hayward) proposed $150 million incremental
first lien term loan due 2026. At the same time, Moody's affirmed
Hayward's ratings, including its Corporate Family Rating at B3, its
Probability of Default Rating (PDR) at B3-PD, the rating on its
senior secured first lien term loan due 2024 at B3, and its senior
secured second lien term loan due 2025 at Caa2. The outlook remains
stable.

Proceeds from the proposed $150 million incremental first lien term
loan, along with cash on hand will be used to fund a $275 million
dividend distribution to shareholders.

"Today's ratings affirmation reflects that Hayward's strong
operating results year-to-date led to its debt/EBITDA financial
leverage declining by about 2x, and that pro forma for the proposed
incremental first lien term loan debt/EBITDA will increase by about
0.7x to 6.5x for the LTM period ending September 26, 2020," said
Moody's lead analyst Oliver Alcantara. "Hayward's overall lower pro
forma debt/EBITDA financial leverage provides cushion within its
rating to absorb potential future variation around operating
results. Hayward's good liquidity supported by relatively healthy
cash balances and good free cash flow generation provides the
company with the financial flexibility to reduce debt if earnings
materially weaken over the next 12-18 months"

Moody's took the following rating actions:

Affirmations:

Issuer: Hayward Industries, Inc.

Corporate Family Rating, Affirmed at B3

Probability of Default Rating, Affirmed at B3-PD

Senior Secured 1st Lien Term Loan, Affirmed at B3 (to LGD4 from
LGD3)

Senior Secured 2nd Lien Term Loan, Affirmed at Caa2 (LGD6)

Assignments:

Issuer: Hayward Industries, Inc.

Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Hayward Industries, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Hayward's B3 CFR reflects its relatively small scale with LTM
revenue of approximately $850 million, and its high financial
leverage with debt/EBITDA at around 6.5x for the twelve months
period (LTM) ended September 26, 2020, pro forma for the proposed
dividend distribution. As a manufacturer of pool equipment, Hayward
is somewhat exposed to cyclical downturns and a prolonged weak
economic environment will negatively impact demand for its
products. However, Moody's expects pool utilization to remain
elevated at least through the current coronavirus downturn because
more people are staying home. This will offset the pressure on
Hayward's revenue from reductions in discretionary consumer
spending. As a result, Moody's expects debt/EBITDA will remain
under 7.0x over the next 12-18 months. A backlog of new pool
construction and maintenance due to materials shortages in 2020
will help moderate the earnings headwinds from tough comps in 2021
versus the elevated demand experienced this year. Hayward's cash
flows are highly seasonal, with most of its cash generated during
its second and third quarters. The company has customer
concentration, with its top customer accounting for about 26% of
gross sales in fiscal 2019. Governance factors primarily reflect
the company's aggressive financial policies under private equity
ownership, including elevated financial leverage and shareholder
distributions partially funded with incremental debt.

Hayward's credit profile also reflects its strong market position
and good brand awareness in the North American pool equipment
industry, and its growing presence internationally. The company
benefits from the relatively stable revenue base from its repair
and replacement business, which represents about 75% of revenue,
and its good EBITDA margins supported by its large aftermarket
sales mix and pricing stability. Demand for the company's products
has been very strong year-to-date as consumers are spending more
time at home resulting in increased pool utilization. Moody's
expects good consumer demand to continue into the first half of
calendar 2021, supported by a solid US housing market, and
continued focus on stay-at-home, social distancing, and outdoor
activities. Hayward's good liquidity reflects its relatively
healthy cash balance of $126 million as of September 30, 2020, pro
forma for the transaction, good free cash flow generation on an
annual basis, access to a mostly undrawn $250 million revolver, and
lack of meaningful debt maturities until its revolver expires in
August 2022.

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

The stable outlook reflects Moody's expectation that stable demand
for pool replacement products following strong new pool
installations in 2020 will sustain Hayward's EBITDA margin and
positive free cash flow despite reductions in consumer
discretionary income, resulting in debt/EBITDA remaining below 7.0x
over the next 12-18 months. Moody's also assumes in the stable
outlook that Hayward will maintain at least good liquidity.

The ratings could be upgraded if the company demonstrates
consistent organic revenue growth and operating margin expansion,
while debt/EBITDA is sustained below 5.0x. A ratings upgrade would
also require the company to maintain at least good liquidity,
including good free cash flows and revolver availability, as well
as financial policies that support credit metrics at the above
levels.

The ratings could be downgraded if the company's operating results
weaken with material revenue declines and margin deterioration,
debt/EBITDA is sustained above 7.0x, or EBIT/interest is below
1.0x. Ratings could also be downgraded if liquidity weakens,
including weak or negative free cash flows on an annual basis, or
if the company completes a large debt-financed acquisition or
shareholder distribution that materially increases financial
leverage.

Hayward Industries, Inc. is a manufacturer of swimming pool
equipment including pumps, heaters, sanitizers, filters, cleaners,
white goods and more. It also manufactures equipment that controls
the flow of fluids for various industrial end markets. Hayward's
largest market is the U.S. (over two thirds of sales). Revenue
approximates $850 million as of the last twelve months period
ending September 26, 2020. Hayward is majority owned by private
equity firms CCMP Capital Advisors, L.P. and MSD Partners, L.P. and
does not publicly disclose financial information.

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


HAYWARD INDUSTRIES: S&P Rates New $150MM First Lien Term Loan 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Elizabeth, N.J.-based pool equipment
manufacturer Hayward Industries Inc.'s proposed $150 million
first-lien term loan maturing 2026.

S&P said, "At the same time, we affirmed our 'B' issue-level on the
company's existing $958 million first-lien senior secured term loan
maturing 2024 and our 'CCC+' issue-level rating on its existing
second-lien term loan. Our '3' recovery rating on the first-lien
debt remains unchanged, indicating our expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of payment
default. Our '6' recovery rating on the company's second-lien term
loan also remains unchanged, indicating our expectation for
negligible (0%-10%; rounded estimate: 5%) recovery in the event of
a payment default."

The company intends to use the proceeds from the proposed term
loan, together with cash on hand, to fund a one-time $275 million
dividend to its sponsor owners and pay other transaction expenses.
S&P estimates Hayward's leverage pro forma for this transaction
will be near 6x (including our adjustments for operating leases and
excluding addbacks for cost savings and pricing adjustments allowed
under the company's credit agreements).

ISSUE RATINGS -- RECOVERY ANALYSIS

Key analytical factors

The affirmation of our issue-level ratings on Hayward's debt
reflects S&P's higher enterprise valuation for the company given
its improved operating performance and the favorable demand outlook
for its products. This more-favorable outlook is underpinned by the
increased volume of new pool construction in its core North
American geography and the elevated level of residential pool use
amid the coronavirus pandemic, which will increase the future
demand for its aftermarket pool equipment and pool maintenance
products.

The company's debt capital structure comprises:

-- An unrated $250 million asset-based lending (ABL) revolving
credit facility due 2022;

-- A $958 million first-lien term loan due 2024;

-- The proposed $150 million first-lien term loan maturing 2026;
and

-- A $205 million second-lien term loan due 2025.

Hayward Industries Inc. is a co-borrower of the facilities, which
are guaranteed by its parent, Hayward Holdings Inc., as well as all
of its existing and future U.S.-based subsidiaries.

Simulated default assumptions

Hayward Industries Inc. is based in New Jersey and is headquartered
in Berkeley Heights. In the event of insolvency proceedings, S&P
anticipates that the company would file for bankruptcy protection
under the auspices of the U.S. federal bankruptcy court system and
would not involve other foreign jurisdictions.

S&P said, "We believe its creditors would receive the maximum
recovery in a payment default scenario if the company reorganized
rather than liquidated. This is due to its position as one of three
major suppliers of pool cleaning and maintenance equipment globally
as well as its entrenched relationships with large pool equipment
distributors and retailers. Therefore, in evaluating the recovery
prospects for its debtholders, we assume the company continues as a
going concern and arrive at our emergence enterprise value by
applying a multiple to our assumed emergence EBITDA.

"Our simulated default scenario assumes a payment default occurring
in the second half of 2023 because of a steep decline in revenue
and income due to a slowdown in consumer spending on pool equipment
and, consequently, lower sales and operating margins. The company
may have to fund its cash flow shortfalls with available cash and
revolver borrowings. Eventually, Hayward's liquidity and capital
resources become strained to the point that it cannot continue to
operate without an equity infusion or bankruptcy filing.

"As such, we have valued the company using an enterprise valuation
approach to derive our expected recovery and applied our assumed
distressed emergence EBITDA of $152 million to a 5.5x multiple to
estimate its gross recovery value of $835 million. To determine the
net recovery value available for distribution to its creditors, we
reduced our estimate of its gross recovery value by 5% to account
for estimated bankruptcy administrative expenses. This results in
net recovery value of about $793 million, which is available for
distribution to the senior secured creditors of the revolver and
first- and second-lien term loans."

Calculation of EBITDA at emergence:

-- Debt service: $93 million (default year interest plus
    amortization)
-- Maintenance capital expenditure: $21.2 million
-- Default EBITDA proxy: $125.8 million
-- Cyclicality adjustment/operational adjustment: 5%/15%
-- Emergence EBITDA: $151.9 million

Simplified waterfall

-- Emergence EBITDA: $152 million
-- Multiple: 5.5x
-- Gross recovery value: $835.2 million
-- Net recovery value for waterfall after administrative expenses
    (5%): $793.4 million
-- Obligor/nonobligor valuation split: 81%/19%
-- Net recovery value available for first-lien debt (prior to
    $53 million of unpledged value available for first-lien
    deficiency claims): $587.5 million
-- First-lien debt claims: $1,108.9 million
    --First-lien recovery expectations: 50%-70% (rounded
      estimate: 55%)
-- Unsecured recovery available for second-lien debt and
    pari passu secured deficiency claims): $52.8 million
-- Second-lien debt claims: $216.0 million
    --Second-lien recovery expectations: 0%-10% (rounded
      estimate: 5%)



HC2 HOLDINGS: S&P Affirms 'B-' ICR, Alters Outlook to Negative
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on HC2
Holdings Inc. and revised the outlook to negative from stable. At
the same time, S&P affirmed its 'B-' issue-level rating on the
company's senior notes.

The negative outlook reflects the refinancing risk related to
upcoming debt maturities, notwithstanding improving liquidity from
its equity rights offering currently underway.

The weighted average maturity of HC2's holding company debt has
fallen below two years, with its revolver due Sept. 2021, senior
notes due Dec. 2021, and convertible notes due June 2022.  S&P
notes that HC2 successfully monetized its marine assets this year
and used $127.6 million of proceeds to reduce holding company debt
balances and interest expense by about $15 million annually.
However, as of June 30, 2020, its 11.5% senior secured notes
balance was about $342 million. The company has issued a redemption
notice for another $2 million of these notes.

Despite the equity rights offering, the negative outlook reflects
the scale of the company's upcoming maturities relative to its
overall capital structure.

"We could lower the ratings if there has not been sufficient
progress to refinance the 11.5% senior notes in early 2021.
Alternatively, we could lower the ratings if we believed there were
an increasing risk the company would consider an exchange of its
notes that we would view as distressed," S&P said.

"We could revise the outlook to stable once the company has
successfully refinanced upcoming maturities and we view liquidity
as adequate," the rating agency said.


HEALTH ASSET: Seeks Approval to Tap Wilcox Law Firm as Counsel
--------------------------------------------------------------
Health Asset Management, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Robert D. Wilcox and Wilcox Law Firm as its counsel.

The law firm's professional services would be related to the
representation of the Debtor in bankruptcy and related litigation,
including the development and implementation of a Chapter 11 plan
of reorganization.

The hourly rates of the firm's professionals are as follows:

     Robert D. Wilcox, Partner          $375
     Other Partners              $250 - $300
     Associates                  $165 - $235

Under the engagement agreement, the Debtor will provide a retainer
of $10,000.00 to the firm, of which $3,500.00 has been paid. The
Debtor also paid the $1,717.00 filing fee.

Robert D. Wilcox, a partner in the Wilcox Law Firm, disclosed in
court filings that he and the firm are "disinterested persons" as
that term is defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:
   
     Robert D. Wilcox, Esq.
     WILCOX LAW FIRM
     1301 Riverplace Blvd., Suite 800
     Jacksonville, FL 32207
     Telephone: (904) 405-1250
     E-mail: rw@wlflaw.com

                            About Health Asset Management

Health Asset Management, Inc. -- https://papertracer.com -- is a
computer software provider headquartered in Jacksonville, Florida.
The Company developed PaperTracer, a software that automates
contracts by integrating paper and digital documents into a
centralized database. Its tracking and reporting capabilities
simplify audit procedures to support management and regulatory
compliance requirements for workflow processes.

Health Asset Management filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-03000). The petition was signed by Marilyn E. Tarpley,
president. At the time of the filing, the Debtor disclosed
estimated assets of less than $50,000 and estimated liabilities of
$1 million to $10 million. Robert D. Wilcox, Esq., of the Wilcox
Law Firm serves as the Debtor's counsel.


HELIUS MEDICAL: FDA Seeks Additional Info Regarding PoNS Device
---------------------------------------------------------------
Helius Medical Technologies, has received a request for additional
information from the U.S. Food and Drug Administration related to
the Company's request for de novo classification and clearance of
the Portable Neuromodulation Stimulator (PoNS) device as a
potential treatment for gait deficit due to symptoms of Multiple
Sclerosis, to be used as an adjunct to a supervised therapeutic
exercise program in patients over 18 years of age.

During the substantive review phase of a request for de novo
classification and clearance, FDA may request additional
information in order to obtain information necessary for the Agency
to continue or complete its review and, in such instances, places
its review on hold until the requested information is submitted.

Helius submitted its request for de novo classification and
clearance of the PoNS device for the treatment of gait deficit due
to symptoms from MS on Aug. 4, 2020, following the receipt of
Breakthrough Designation by FDA in early May.  The FDA's request
for additional information was received approximately 75 days from
the submission date, which is consistent with FDA's expected timing
for review of a Breakthrough Designated product, such as the PoNS
device.  The FDA's request for additional information includes
requests for additional analysis of clinical data and proposes
certain labeling modifications.

"As we continue to work towards our goal of bringing our PoNS
technology to the aid of U.S. patients suffering with gait deficit
due to MS-related symptoms, Helius is committed to preparing and
submitting our response to the FDA's request for additional
information as thoroughly and efficiently as possible, so that the
Agency can resume its review process," said Dane Andreeff, interim
president and chief executive officer of Helius.  "Importantly, we
believe the PoNS device's Breakthrough Designation status will
provide Helius with the opportunity to work efficiently with the
Agency as we address the request and plan our formal response."

                      About Helius Medical

Helius Medical Technologies -- http://www.heliusmedical.com-- is a
neurotech company focused on neurological wellness.  The Company's
purpose is to develop, license and acquire unique and non-invasive
platform technologies that amplify the brain's ability to heal
itself.  The Company's first product in development is the Portable
Neuromodulation Stimulator (PoNSTM).

Helius Medical reported a net loss of $9.78 million for the year
ended Dec. 31, 2019, compared to a net loss of $28.62 million for
the year ended Dec. 31, 2018.  As of March 31, 2020, the Company
had $8.46 million in total assets, $3.25 million in total
liabilities, and $5.21 million in total stockholders' equity.

BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 12, 2020 citing that the Company has incurred
substantial net losses since its inception, has an accumulated
deficit of $104.8 million as of Dec. 31, 2019 and the Company
expects to incur further net losses in the development of its
business.  These conditions raise substantial doubt about its
ability to continue as a going concern.


HIGHLANDS HOLDINGS: Fitch Rates $500MM Secured Notes 'BB'
---------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the $500 million senior
secured PIK toggle notes due 2025 issued by Highlands Holdings Bond
Issuer, Ltd. (HHBI).

KEY RATING DRIVERS

The 'BB' rating on HHBI's $500 million senior secured PIK toggle
notes reflects the high-risk nature of the security. The notes are
substantially distanced from Aspen Insurance Holdings Limited's
(AIHL) operating company cash flows, with HHBI structured to be
highly isolated from AIHL's regulated group. The PIK feature of the
notes also adds risk with likely interest deferrals that would
increase HHBI's indebtedness. In addition, the short-term five-year
tenor of the notes creates refinancing risk.

HHBI is a new Bermuda-exempted company formed by Apollo Global
Management, Inc. to issue the notes. HHBI is a sister company of
Highlands Holdings Ltd. (HH), with both companies owned by AP
Highlands Holdings, L.P. (62.1% ownership of HH and HHBI)/AP
Highlands Co-Invest, L.P. (37.9% ownership of HH and HHBI)
(collectively APH). APH are the Apollo investment funds that own
AIHL through HH. The notes are general senior secured obligations
of HHBI and rank structurally subordinated to all existing and
future obligations of HH and AIHL (and its subsidiaries), including
AIHL's $300 million senior notes due 2023 and its $775 million of
perpetual preferred equity.

The 'BB' rating is set at the implied HH Issuer Default Rating
(IDR) which reflects an Average recovery assumption. Fitch
considers the default risk for HHBI to be the same as for HH given
the security interest collateral that HHBI has in APH's
shareholdings in HH. The 'BB' rating is set three notches below an
implied AIHL IDR to reflect elevated default risk due to the
remoteness from cash flows and the relatively short-term five-year
tenor of the notes.

HHBI will on-lend the net proceeds (expected $500 million less $24
million estimated first interest coupon cash payment, costs, fees
and expenses) from the offering to APH. APH, in turn, will
contribute $238 million to HH to provide additional capital to the
AIHL operating group to take advantage of the favorable market
environment to write new (re)insurance business. APH will also pay
$238 million as a dividend distribution to their limited partners,
Co-Invest Equity and Apollo Fund IX, which are outside of the
restricted group.

HHBI is a holding company with no revenue-generating operations and
no independent operations. Thus, in order to satisfy the cash
payment obligations under the notes, HHBI will rely on dividends
provided by the AIHL operating subsidiaries to AIHL that flow
through HH and then APH. The AIHL operating subsidiaries have no
obligation to make such funds available and they may be prohibited
from doing so by regulators under certain circumstances.

As a PIK toggle, HHBI has discretion to pay interest entirely in
cash, entirely through issuing additional notes or a split of cash
and additional notes. Fitch expects that HHBI will likely PIK
interest to reduce cash flow obligations of AIHL, unless there is
excess cash at AIHL.

The notes are structured to be isolated from AIHL's regulated
group, with cross defaults not applicable to AIHL and its
subsidiaries. In addition, a breach of the covenants by HH and AIHL
(and its subsidiaries) will not constitute a default of HHBI to the
extent doing so would materially and substantially negatively
affect the management and business of AIHL and its subsidiaries or
if it is necessary in order for AIHL and its subsidiaries to comply
with applicable laws or a request from a relevant regulator.

The notes' security interests include APH's shares in HHBI and HH.
However, AIHL will maintain the first claim on its operating
companies and HHBI has no recourse to AIHL or its subsidiaries.
Enforcement of the share pledges and charges that make up the
substantial portion of the collateral will require prior approval
from regulatory bodies and may not result in any recovery. The
notes are not guaranteed by HH or its subsidiaries.

RATING SENSITIVITIES

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

  -- A lowering of the underlying implied ratings of AIHL and/or
its subsidiaries, breaching the terms of the indenture governing
the notes;

  -- Any payment in kind (instead of cash payments) will not be
viewed as nonperformance of the notes and will not constitute a
default of the issuer.

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

  -- An increase in the underlying implied ratings of AIHL and/or
its subsidiaries.

In accordance with Fitch Ratings' policies, the issuer appealed and
provided additional information to Fitch Ratings that resulted in a
Rating action that is different than the original Rating committee
outcome.


HIGHLINE AFTERMARKET: Moody's Affirms 'B2' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Highline Aftermarket
Acquisition, LLC's B2 Corporate Family Rating after the company's
announced debt issuance and business acquisition. At the same time,
Moody's has assigned B2 ratings to Highline's proposed $860 million
senior secured first lien credit facilities, which comprise $125
million revolving credit facility and $735 million term loan
facility.

Proceeds from the first lien term loan, together with the proceeds
of the unrated second lien term loan and equity contribution, will
be used to pay the purchase price of Highline and Warren
Distribution LLC ("Warren"). The B2 ratings on Highline's existing
senior secured first lien credit facility will be withdrawn upon
repayment. The company's proposed $205 million second lien credit
facility is not rated by Moody's.

On October 8, 2020, Pritzker Private Capital ("PPC") announced that
it has signed definitive agreements to acquire Highline from The
Sterling Group, and Warren, a family-owned manufacturer of private
label lubricants. PPC and co-investors are investing alongside
members of the Highline and Warren management teams. The companies
will be combined upon closing of the transaction by December 2020.

Affirmation:

Issuer: Highline Aftermarket Acquisition, LLC

Corporate Family Rating, Affirmed B2;

Probability of Default Rating, Affirmed B2-PD;

Assignments:

Issuer: Highline Aftermarket Acquisition, LLC

Senior Secured First Lien Revolving Credit Facility due 2025,
Assigned B2 (LGD3);

Senior Secured First Lien Term Loan Facility due 2027, Assigned B2
(LGD3).

Outlook Actions:

Outlook, Remains Stable.

RATINGS RATIONALE

"The affirmation of Highline's B2 CFR takes into consideration the
company's improved business profile after the Warren acquisition
and a higher debt leverage with the proposed debt issuance," says
Jiming Zou, a Moody's Vice President and Senior Analyst.

The acquisition of Warren will almost double Highline sales,
broaden its product offerings, reduce freight, procurement and
overhead costs, as well as create future cross-sales opportunities
given Warren's sizable lubricant manufacturing business that is
complementary to Highline's distribution of automotive aftermarket
products. The execution risk of integrating Warren is mitigated by
the fact that Warren has been supplying Highline for many years and
Warren has outgrown the market by focusing on its private label
lubricants in the last several years. Highline's value-added
services such as packaging, filling and distribution of both
private label and branded products will continue to support its
EBITDA margins at low teens after integrating Warren which has a
slightly lower profit margin than Highline. Highline's B2 CFR also
reflects its nimble operations with the ability to deliver mixed
pallets of a large number of aftermarket products to customers
within one to two days. Its product offerings are low-cost, sold
through multiple channels, and attract recurring demand from small
and mid-sized customers. The company has been generating sound free
cash flows thanks to its low fixed costs and limited capital
expenditure.

Highline's B2 CFR is constrained by its high adjusted debt leverage
and potential business acquisitions under the ownership of a
private equity firm. Moody's expects the company's adjusted
debt/EBITDA to improve to about 6.0x in the next 12 to 18 months,
versus approximately 7.0x at the close of the debt issuance, as the
company will achieve immediate cost savings, realize operational
synergies and generate free cash flows. Deleverage below 6.0x looks
challenging due to the weak macroeconomic environment and its high
sales concentration on a few large and powerful customers. Tuck-in
acquisitions, which are essential to the business model, also limit
the potential for a lower leverage over time. In addition, the
mature nature of the lubricant industry and the low profit margin
of private label lubricants leaves Warren susceptible to
competition against other lubricant producers and variation in
manufacturing and distribution costs.

Moody's considers the spread of coronavirus and containment
measures in many parts of the US will continue to have some
negative effect on miles driven and demand for automotive
aftermarket services in 2021. However, companies such as Highline
servicing the automotive aftermarket have fared better than auto
OEMS and suppliers since the COVID-19 outbreak. As retailers and
the distribution channel restocked, Highline experienced a quick
recovery in demand. The increasing use of E-commercial platforms to
avoid in-person transactions because of COVID-19 supported private
label sales.

The B2 ratings assigned to the senior secured first lien credit
facilities are in line with the B2 CFR, reflecting the predominance
of the first lien credit facilities and a relatively small portion
of second lien debt in the debt capital structure. The credit
facilities have a first lien security interest on substantially all
the assets of the company and guarantors and rank ahead of second
lien credit facility in terms of claims on such assets.

Highline has good liquidity to support operations and meet its
financial obligations in the next 12-18 months. Moody's expects the
company to generate about $40 million annual free cash flow,
excluding one-off fees and expenses related to the Warren
acquisition and spending for business restructuring. The company
will have access to a $125 million revolving credit facility, which
is expected to be undrawn at closing. The revolving credit facility
has a springing first lien net leverage covenant set at 6.9x, and
will only be tested when the revolver drawings exceeds 35% of the
facility. Moody's expects the company will remain in compliance
under the covenant in the next 12-18 months.

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

The stable outlook reflects Moody's expectation that the company
will generate free cash flow and improve its adjusted debt leverage
to about 6.0x in the next 12-18 months. An upgrade of the rating
will be considered if adjusted debt leverage falls below 5.0x on a
sustained basis and annual free cash flow exceeds $50 million.
Moody's could downgrade the rating if adjusted debt leverage stays
above 6.5x, free cash flow diminishes, or if liquidity
deteriorates.

Highline Aftermarket Acquisition, LLC is an automotive aftermarket
distributor of branded and private label packaged chemicals, oil,
parts, and consumable accessories. The company was formed in April
2016 through the combination of DYK Automotive and AAHC, Inc. and
will integrate Warren Distribution LLC, a manufacturer of private
label automotive lubricants, in late 2020. In October 2020,
Pritzker Private Capital acquired Highline from Sterling Group. End
markets channels include automotive/jobber, non-automotive, auto
retailers, quick lube, internet, and heavy duty. Highline's
pro-forma revenues, including Warren, were about $1.2 billion in
2019.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.


HIGHLINE AFTERMARKET: S&P Alters Outlook to Stable, Affirms 'B' ICR
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Highline Aftermarket Acquisition LLC and revised its outlook to
stable from negative.

S&P is assigning its 'B' issuer credit rating to Highline
Aftermarket Acquisition Parent LLC, which is the parent company and
will be the financial reporting entity going forward.

At the same time, S&P is assigning its 'B' issue-level and '3'
recovery rating to the company's proposed $860 million senior
secured first-lien credit facilities including a $125 million
revolver and $735 million first-lien term loan. The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%, rounded
estimate 60%) recovery in the event of a default.

"The outlook revision to stable from negative reflects our
expectation that the combined company of Highline Aftermarket and
Warren Distribution will successfully integrate and realize
synergies, resulting in modest EBITDA growth and improved credit
measures," S&P said.

"We expect the company to reduce debt to EBITDA to around 6x by the
end of 2021 from around 7x pro forma for the transaction. However,
we believe there is a near-term risk that the company could face
difficulties in integration. This is because the transaction
combines two large entities, which could take time to absorb.
Unexpected integration difficulties could negatively affect the
company's earnings growth and cash flows, and delay deleveraging,"
the rating agency said.

PPC Investment Partners L.P. entered into definitive agreements to
acquire Highline Aftermarket Acquisition LLC and Warren
Distribution, merging the two companies to create a vertically
integrated manufacturer and distributor in the North America
automotive aftermarket.

The merger of the two companies will create a vertically integrated
manufacturer and distributor of consumable and maintenance products
in the North America automotive aftermarket.  Warren distribution
is a manufacturer of automotive lubricants with a focus on
private-label motor oil sold through the retail channel. It is the
largest private-label lubricant manufacturer in North America. The
merger of the two companies will create a vertically integrated
manufacturer and distributor of consumable and maintenance products
in the North America automotive aftermarket industry. The merger
expands Highline's private-label product offering, manufacturing
capabilities and footprint, provides cross-selling opportunities,
and could drive additional cost savings. The expanded private-label
product offering should position the combined company for the
gradual shift to private-label aftermarket products from branded
products. The combined company will be the number 1 producer in
both windshield washer fluid and private-label automotive
lubricants in the U.S., with a national platform of 12
manufacturing facilities and 19 distribution centers across the
U.S. Potential cost synergies include savings from raw materials
sourcing, freight optimization and overhead reduction.

S&P believes industry fundamentals remain favorable in the
automotive aftermarket.  This is because miles driven--the key
determinant of demand--is recovering, there continues to be a large
and growing U.S. car parc, and average vehicle age is increasing,
which will drive future demand for automotive aftermarket products.
U.S. miles driven has sequentially improved from the significant
decline in late March and April due to the COVID-19 pandemic and
shelter-in-place restrictions. S&P believes that declines in public
transportation ridership could potentially increase use of vehicles
and miles driven and increase vehicle maintenance. It also believes
the automotive aftermarket industry is relatively stable and
resilient in recession, evidenced by relatively stable performance
in total U.S. automotive aftermarket sales during 2008 and 2009.
The rating agency thinks battery electric vehicles present a
long-term risk to the business, although the impact is relatively
low in the near term.

"Our ratings continue to reflect the company's high debt leverage,
narrow focus in the highly fragmented automotive aftermarket
industry, limited geographic presence, and financial sponsor
ownership," the rating agency said.   

S&P estimates leverage around 7x pro forma at the close of the
transaction. It believes the company's financial policies are
largely driven by its financial sponsor PPC and that those policies
will likely prevent the company from sustaining leverage below 5x
for an extended time. Therefore, while S&P expects credit metrics
to moderately improve over time, the rating agency believes the
company will likely add debt to make acquisitions or distribute
dividends to its shareholders.

Highline competes in a highly fragmented automotive aftermarket
sector, which is composed of national and regional distributors,
automotive retailers, and oil companies. The industry has low
barriers to entry and S&P believes the company's pricing power with
some of its large customers is limited. Growth is subject to the
number of vehicles in operation, vehicle age, and miles driven.
Potential improvements in engine technology could result in
reduction in oil usage, which could negatively affect demand for
oil and lube products, which account for about 50% of pro forma
sales. The company also faces increasing competition from
e-commerce and modest risk of suppliers moving directly to
distribute their own products, as occurred in 2018 with one
product-supplier-customer combination. The company has some
customer concentration with its top 10 customers accounting for
about 35% and its largest customer representing around 15% of pro
forma sales. S&P believes the loss of one or more of its larger
customers would have a material negative effect on the company's
operations. The company is also exposed to raw material cost
volatility, which could negatively affect profitability.

Nevertheless, the company has a national distribution platform,
relatively stable business with recurring revenues, long-standing
customer relationships, and good channel diversity. The company
benefits from its national distribution platform as it can service
large customers more efficiently than local and regional
competitors. It provides value to customers across different
channels including automotive jobber, automotive and nonautomotive
retailers, quick lube, dealers, and the internet. S&P expects the
business to be relatively stable and recession resistant due to its
recurring revenue from value products, stable demand from
automotive aftermarket products, the company's long-standing
customer relationships, and reputation for on-time, quick delivery
to customers.

The stable outlook reflects S&P's expectation that over the next
year the combined company will successfully integrate and realize
synergies, achieve modest topline and EBITDA growth compared to pro
forma estimates, and generate positive free cash flow to improve
credit measures. S&P expects the company to improve debt to EBITDA
to around 6x by the end of 2021 from around 7x pro forma for the
transaction.

"We could lower our ratings if the company's operating performance
fall short of our expectations, including weaker profitability and
cash flows. This could occur from unexpected operating missteps in
the integration or if infection rates spike again, leading to
additional lockdowns and fewer miles driven, or a change in
consumer behavior. We could also lower our ratings if the company's
financial policy becomes more aggressive, with significant
debt-financed acquisitions or dividends, resulting in debt to
EBITDA sustained around 7x," S&P said.

"Although unlikely in the next 12 months, we could also raise our
ratings if we are confident the company will adopt a
less-aggressive financial policy, including sustaining leverage
below 5x. An upgrade would also be predicated on a commitment from
the financial sponsor not to pursue debt-financed dividends or
acquisitions that would lead to a meaningful deterioration of
credit ratios," the rating agency said.


HOPSTER'S LLC: Seeks Approval to Tap Burke & Raphael as Accountants
-------------------------------------------------------------------
Hopster's, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to employ Burke & Raphael, LLC as its
certified public accountants.

Burke & Raphael will render these professional services to the
Debtor:

     (a) Tax planning, tax preparations, and preparation of both
federal and state tax returns for the Debtor;

     (b) Answer questions the Debtor may have concerning tax
obligations, payment of taxes, and proofs of claim that may be
filed by taxing authorities.

     (c) Coordinate with the Debtor's counsel to answer any
tax-related questions.

     (d) Assist the Debtor with preparation of Monthly Operating
Reports, if
necessary, to provide to the Office of the United States Trustee
and to complete financial obligations in proceeding in this Chapter
11 reorganization proceeding.

Burke & Raphael has requested a retainer in the amount of
$7,500.00.

The firm has received no funds from the Debtor, and has no
outstanding bills or invoices to the Debtor. It intends to apply to
the Court for any and all payment of compensation and reimbursement
of expenses in accordance with all applicable provisions of the
Bankruptcy Code, Bankruptcy Rules, and pursuant to any additional
procedures and orders that may be set and/or established by this
Court in this case.

Sharon B. Burke, a certified public accountant at Burke & Raphael,
LLC, disclosed in court filings that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code, as
required by section 327(a) of the Bankruptcy Code, and does not
hold or represent an interest adverse to the Debtor's estate.

The firm can be reached through:
   
     Sharon B. Burke, CPA
     BURKE & RAPHAEL, LLC
     209 West Central Street, Suite 117
     Natick, MA  01760
     Telephone: (508) 653-0018
     Facsimile: (508) 653-7001

                                About Hopster's LLC

Hopster's LLC, a Wayland, Mass.-based brew pub and brewery, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass.
Case No. 20-11823) on Sept. 3, 2020. At the time of the filing, the
Debtor had estimated assets and liabilities of less than $50,000.
Judge Janet E. Bostwick oversees the case. The Debtor tapped Alex
R. Hess Law Group as legal counsel and Burke & Raphael, LLC as
certified public accountants.


IMPERVA INC: Fitch Affirms B+ LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for Imperva, Inc. at 'B-'. The Rating Outlook is Stable. This
follows the company announcement to acquire jSonar, Inc. to be
financed with $147 million incremental first lien term loan, $33
million revolver draw, and equity contribution from Thoma Bravo.
Fitch has also affirmed the 'B'/'RR3' ratings for Imperva's $100
million ($33 million drawn) first lien secured revolver and upsized
$898 million first lien secured term loan, and the 'CCC'/'RR6' for
the $290 million second lien secured term loan.

The ratings reflect Fitch's expectation for stable performance
despite the uncertainties arising from the longer-term impact of
the coronavirus on macroeconomic outlook. Imperva's financial
leverage metrics limit the rating to the low-'B' category and the
acquisition of jSonar will keep leverage elevated over the medium
term. Fitch estimates Imperva's gross leverage to remain close to
8x over the rating horizon. jSonar provides database security
solutions with a focus on cloud and non-relational databases. These
capabilities complement Imperva's existing product portfolio by
enhancing its cloud offerings.

KEY RATING DRIVERS

Elevated Leverage Profile: Imperva's financial leverage is high for
the rating category. Fitch expects Imperva to maintain an elevated
leverage profile over the rating horizon given its private equity
ownership. Since the acquisition by Thoma Bravo in 1Q19, the
company has completed nearly all identified cost optimization
initiatives with profitability approaching normalized levels.
However, the jSonar acquisition and expected macroeconomic weakness
induced by the coronavirus could leave gross leverage elevated
through 2022. In the medium term, Fitch expects excess cash flow to
be prioritized towards incremental tuck-in acquisitions rather than
voluntary debt reduction.

Secular Tailwind Supporting Growth: Imperva is exposed to
sub-segments of the IT security industry that are forecasted to
have CAGR in the mid-teens in a normal economic environment. These
sub-segments include WAF, DDoS, RASP and Data Security. The
importance of these sub-segments has been elevated in recent years
as user mobility and IT architecture have evolved and blurred the
network boundaries between on-premise infrastructure and the cloud,
resulting in traditional network firewalls being less effective.
New threat detection methods are intended to complement legacy IT
security measures. Fitch believes the rising adoption of cloud
computing would continue to drive demand growth for these IT
security services as IT workloads increasingly reside in a hybrid
IT world. The jSonar acquisition specifically expands Imperva's
capabilities in the cloud environment.

Constrained Near-Term FCF: Fitch expects the mission critical
nature and high switching cost of Imperva's products to lead to
relatively higher visibility to revenues and profitability.
However, due to Imperva's significant financial leverage and other
near-term cash expenses resulting from the LBO, FCF margins are
forecasted to remain suppressed in the low- to mid-single-digits
through 2021. In the long term, Fitch expects Imperva's FCF margins
to be sustained in the teens.

Leader in Niche Sub-Segments: According to third-party industry
research, Imperva is perceived to be a leader in WAF, DDoS and
RASP. Fitch believes Imperva's leadership position in these markets
would enable the company to capitalize on the secular industry
growth. While larger competitors such as Akamai Technologies, Inc.,
F5 Networks, Inc. and IBM Corporation exist for different
solutions, the competing solutions have generally evolved from
adjacent services. Fitch believes Imperva's purpose-built solutions
to address these niche sub-segments provide greater product
performance. In Fitch's view, this is a competitive advantage for
Imperva as demonstrated by its strong presence in various industry
verticals.

High Revenue Retention Rate and Recurring Revenue: Imperva's net
revenue retention rate has consistently been high, implying sticky
products with high switching costs. In addition, the company has
been shifting its revenue structure to be more recurring by
migrating customers to subscriptions from licenses. The high
revenue retention and recurring revenue enhances the predictability
of Imperva's financial performance and increases the lifetime value
of customers.

Diversified Customer Base: The company's products are adopted by
over 6,400 customers across a wide range of industry verticals,
including: financial services, healthcare, technology, retail and
telecom. The diversification across customers and industry
verticals effectively minimizes customer concentration risks and
reduces revenue volatility through economic cycles. Fitch views
such characteristics favorably as it reduces risks in the context
of secular industry growth.

DERIVATION SUMMARY

Fitch's ratings are supported by Imperva's leadership in the
growing IT and data security industry. Fitch expects the growth for
the product category to see CAGR in the mid-teens in a normal
economic environment. The financial leverage for the company is
high for the rating category and weakens the credit protection
metrics. The economic uncertainties induced by the coronavirus
would dampen near-term growth potential for Imperva as customers
become more cautious on incremental spending for product upgrades
limiting Imperva's net retention rate that had historically been at
over 100%.

In the longer term, as a leader in this product category, Fitch
expects Imperva to capitalize on the category growth. Imperva's
purpose-built solutions complement existing network firewalls being
used by enterprise customers to protect an increasingly mobile user
base and evolving network architecture that incorporates cloud
adoptions. Imperva's focus around the emerging niche category
enables the company to offer products that are superior to
competing products as demonstrated by its over 6,400 customers. The
high revenue retention and increasing recurring revenue from
subscription provide a high level of predictability for its
operations. At the IT security industry level, Fitch believes the
heightened awareness of IT security risks arising from high profile
security breaches in recent years provide support for the secular
growth of the industry.

Imperva was acquired by Thoma Bravo in 1Q19 for $2.1 billion
financed with $1.05 billion in term loans and remainder from equity
contribution and cash on balance sheet. Fitch estimates Imperva's
gross leverage to be near 9x in fiscal 2021 and decline to
approximately 8x by fiscal 2022 primarily through EBITDA growth.
Given the high financial leverage, Fitch views Imperva's financial
flexibility relatively more constrained than peers in the
technology sector. Imperva's industry expertise, revenue scale,
leverage and liquidity profile are consistent with the 'B-' rating
category.

KEY ASSUMPTIONS

  -- Revenue for fiscal 2020 to grow in the low-teens followed by
mid- to high-single-digits growth through fiscal 2023;

  -- EBITDA margin expansion driven by full realization of cost
optimization reaching normalized levels by 2022;

  -- Deferred RSU outflows completed by 2020;

  -- Capital intensity held near 3% of revenue over the forecast;

  -- Fitch expects the company will continue to make similar
tuck-in acquisitions, which will be funded by a mix of cash on
hand, debt and equity;

  -- No dividend payments through 2023;

  -- No voluntary debt payments.

Recovery Analysis

  -- In estimating a distressed enterprise value (EV) for Imperva,
Fitch assumes a going concern EBITDA that is pro forma for the
acquisition of jSonar and is 20% lower relative to FY2019 EBITDA
resulting from a combination of revenue decline and margin
compression on lower revenue scale.

  -- Fitch applies a 7.0x multiple to arrive at EV of $662 million.
The 7.0x multiple is higher than the median TMT EV multiple, but is
in line with other similar software companies that exhibit strong
FCF characteristics. In the 21st edition of Fitch's Bankruptcy
Enterprise Values and Creditor Recoveries case studies, Fitch notes
nine past reorganizations in the Technology sector with recovery
multiples ranging from 2.6x to 10.8x. Of these companies, only
three were in the Software sector: Allen Systems Group, Inc.;
Avaya, Inc.; and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Fitch
believes Imperva's operating profile supports a recovery multiple
approximately in the middle of this range.

  -- The allocation of value in the liability waterfall results in
recovery corresponding to 'RR3' recovery for the first-lien
revolver and term loan.

RATING SENSITIVITIES

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

  -- Fitch's expectation that gross leverage (Total Debt with
Equity Credit/Operating EBITDA) sustaining below 8x or FFO leverage
below 7x;

  -- (CFO-Capex)/Total Debt with Equity Credit ratio sustaining
above 3%;

  -- Organic revenue growth sustaining above high-single digits.

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

  -- Fitch's expectation that (CFO-Capex)/Total Debt with Equity
Credit ratio sustaining below 0%;

  -- FFO Fixed Charge Coverage sustaining below 1.25x;

  -- Organic revenue growth sustaining near or below 0%.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Imperva's FCF generation post the LBO was
suppressed primarily due to transaction related expenses. Fitch
expects Imperva's FCF to reach near-normalized levels starting
fiscal 2021. The company's liquidity is projected to be adequate
supported by its FCF generation and $67 million of undrawn capacity
under its $100 million revolving credit facility, and over $100
million of readily available cash and cash equivalents. Imperva's
cash flows will be support by normalized EBTIDA margins and
significant recurring cash flows from their services operating
segment. Liquidity is largely constrained by a significant interest
expense burden and a deferred RSU pay-out that should taper off in
the near term.

Debt Structure: Pro forma for this transaction, Imperva will have
$1.221 billion of debt on their books, separated into revolver
draw, a secured first lien and a secured second lien term loan. The
$100 million RCF ($33 million drawn) is due January 2024, the $898
million first lien secured term loan is due January 2026 and the
$290 second lien secured loan is due January 2027. Given the
recurring revenue nature of the business, adequate liquidity, and
favorable cost structure, Fitch believes Imperva will be able to
make their required debt payments. While the near-term economic
headwind dampens Imperva's ability to delever through EBITDA
growth, Fitch believes Imperva's operating profile remains strong.

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.


IMPERVA INC: S&P Affirms 'B-' ICR on Announced jSonar Acquisition
-----------------------------------------------------------------
S&P Global Ratings affirmed the 'B-' issuer credit rating on
Imperva Inc. following the company's entry into a definitive
agreement to acquire jSonar, a provider of comprehensive database
security and compliance across on-premise and cloud environments.

Imperva plans to fund a portion of the acquisition by upsizing its
first-lien term loan by $147 million and by planning to draw down
$33 million under its revolving credit facility. The remaining
portion of the acquisition will be funded by an equity contribution
from the firm's financial sponsor, Thoma Bravo.

S&P affirmed its 'B-' issue-level rating on Imperva's first-lien
credit facility, and its 'CCC' issue-level rating on the
second-lien term loan.

The stable outlook reflects S&P's expectation that the company will
maintain sufficient cash flow to meet its debt-service obligations,
while maintaining its ratio of funds from operations (FFO) to debt
of over 2% over the next 12 months.

Incremental borrowing will lead to sustained high leverage in spite
of improving operational performance. S&P-adjusted leverage remains
high for Imperva, and the rating agency expects this transaction to
raise leverage to over 13x as of the end of fiscal 2020.
Nevertheless, credit metrics have improved modestly over the past
few quarters as the company reported robust results and improved
margins, and S&P expects the company to moderately reduce leverage
through EBTIDA growth post-close. On a year-to-date (YTD) basis,
Imperva's mid-double-digit percent revenue growth was stronger than
S&P had expected, with notable strength in both product and
subscription revenues as customers have prioritized security
spending in response to increasing remote work. Strong top line
performance combined with a reduction in operating expenses has
also enabled EBITDA margin expansion of over five percentage points
to 21% as of June 30, 2020. S&P expects modest incremental S&P
Global Ratings-calculated EBITDA margin expansion in 2021 to the
mid-25% area from approximately 21% in 2020.

"Given the robust YTD results, we have revised our base-case
assumptions to include double-digits revenue growth in 2020, and
high-single digit growth for fiscal 2021. Our assumptions
incorporate continued growth in Imperva's product and subscription
revenues as organizations continue to transition data and
applications to the cloud, and a normalization in the cost
reduction measures initiated in response to the pandemic," S&P
said.

jSonar will diversify Imperva's data security offerings, but near
term financial impact will be muted.

"We believe jSonar complements Imperva's data security applications
offerings, and will expand its addressable market by adding cloud
database security capabilities, which is notable since current
database security offerings are primarily focused on-premise.
However, we expect contribution to top-line growth to be minimal in
the near-term as jSonar transitions to a subscription-only revenue
model. In addition, jSonar's EBITDA margin (greater than 50%) is
accretive to Imperva's existing margin profile," S&P said.

Diverse customer base and high recurring revenue provides stable
and visible cash flows, but narrow product scope and sponsor
ownership remain longer term constraints. Within the existing
business model, Imperva's diverse customer base of more than 6,400
customers, high recurring revenues (80%+), and low customer
concentration (no end customer represents more than 2% of total
contract value) provide stable and visible cash flows. In addition,
Imperva has relatively low capital expenditure (capex)
requirements, resulting in strong free cash flow (FCF) generation
abilities. Accordingly, S&P expects FCF to remain stable at
approximately $35 million in both 2020 and 2021.

S&P's longer-term view of the company's financial position remains
partially constrained by its competitive positioning and sponsor
ownership. Imperva competes in a very fragmented and highly
competitive industry and within a very narrow product scope (the
application and database security sub-segment). Moreover, the
company's ownership by Thoma Bravo limits the prospect of it
sustainably deleveraging, with EBITDA growth likely to be offset by
the use of debt to further pursue opportunistic acquisitions or
maximize shareholder returns.

S&P's measure of adjusted leverage also includes a restricted stock
unit (RSU) balance (~$23 million), which has declined significantly
from $131 million in November 2018, when S&P rated it as a new
issuer. Subsequently, the significant decline in RSUs outstanding
over the past 12 months has resulted in a notable reduction in S&P
Global Ratings-adjusted leverage. Looking ahead, S&P expects the
company to pay down the remaining RSU balance over the next 12-24
months, further supporting additional leverage compression.

The stable outlook reflects S&P's expectation that Imperva will
service its substantial debt burden through revenue growth in core
products, improving EBITDA margins, and recurring cash flow
generation. S&P anticipates the company will continue to see strong
recurring revenue growth, which currently represents approximately
over 80% of total revenue.

"We could lower the rating if Imperva's performance suffers from
sales execution missteps or slowing customer demand, leading to
sustained high leverage or persistently negative free cash flow. We
would also consider downgrading Imperva if cash generation fails to
cover uses or if there is a significant deceleration in deferred
revenue growth," S&P said.

"Imperva's extremely high leverage strongly limits the prospects
for an upgrade over the next 12 months; however, over the longer
term, we would look for sustained revenue growth, expanding EBITDA
margins, and leverage maintained under 7x as factors for an
upgrade. We could also consider an upgrade if Imperva generates
free operating cash flow to debt of more than 5% or the company
prioritizes debt reduction," the rating agency said.


INGEVITY CORP: Fitch Assigns BB Rating on New $550MM Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to Ingevity
Corporation's (NGVT) new $550 million senior unsecured notes due
2028. Proceeds will be used to repay the outstanding $375 million
on the company's Term Loan A due 2022 and pay down $170 million of
outstanding borrowings on the company's revolving facility. Fitch
notes that the company will extend the maturity on the revolving
facility from 2023 to 2025, and reduce the commitment amount from
$750 million to $500 million.

The ratings reflect the company's relatively modest size, strong
margins due to technological and market leadership in activated
carbon for auto emissions control, heightened exposure to cyclical
end markets and generally modest leverage. The Stable Rating
Outlook reflects Fitch's expectations that total debt/EBITDA will
elevate to approximately 4.0x in 2020, due to coronavirus
pandemic-related effects, but trend to 2.5x by 2023. Fitch believes
that 2Q20 represented a bottom in performance for Ingevity, and
expects sequential earnings improvement over the second half of
2020 and through 2022, driven by a recovering auto industry. Fitch
also expects that the company will continue to seek inorganic
growth opportunities to boost scale and diversification, but
capital deployment following any future leveraging transactions
will be prioritized for debt reduction to reduce net debt/EBITDA to
management's target of 2.0x-2.5x.

KEY RATING DRIVERS

Emissions Standards Benefit Materials: Gasoline vapor emissions
regulation drives volume in the Performance Materials segment.
Ingevity's high market share and technological leadership should
enable the segment to sustain EBITDA margins over 40%. Recent U.S.
and Canadian regulations will phase in control systems that better
utilize higher margin activated carbon; other regions are
implementing increasingly stringent emission regulations, including
China 6, Euro 6d and others. Fitch believes the increase in global
emission regulations more than offsets reduced auto sales and the
long-term threat of continued electric vehicle use.

Challenges to Tall Oil Business: Some of Ingevity's Performance
Chemical (PC) segment products compete with petroleum products.
Fitch's oil price outlook is flat to modestly down through 2022,
resulting in the potential for limited price appreciation for some
PC products.

The oil field technologies end market recently experienced reduced
domestic drilling and production. The pavement technologies end
market benefits from specific characteristics that extend road life
and reduce energy usage, and should also benefit from any increase
in infrastructure spending. Ink resins suffer from a secular
decline in printing ink demand. Ingevity's PC segment is exposed to
cyclical end markets, but Fitch believes the company benefits from
its geographic and end market diversification and the mix shift to
higher margin applications, which provide some downward protection
to volumes and profitability.

Acquisitions Add Scale and Diversification: Ingevity acquired
Georgia-Pacific Corporation's pine chemicals business in March 2018
for USD310 million using cash on hand from its January 2018 debt
issuance. The acquisition added scale, additional sources of crude
tall oil, complementary products, and synergistic and tax benefits
to the company's PC segment.

The company also purchased the Capa caprolactone division of
Perstorp Holding AB in February 2019 for approximately EUR580
million--about USD650 million--funded with cash on hand and
revolver drawings. The acquisition added diversification and
further benefits Ingevity, given the higher EBITDA margin products,
in the low-mid 30% range.

FCF Generation: Fitch's base case forecasts Ingevity generates
approximately USD150 million in FCF in 2020 and approximately
USD200 million annually thereafter through the horizon, given
strong EBITDA margins, limited working capital risk from supply
agreements and relatively low capital intensity, with capital
spending averaging approximately 7% of sales. If the company is
within its 2.0x-2.5x net leverage target, Fitch expects FCF to be
allocated for acquisitions and share repurchases. Fitch believes
the company will prioritize debt repayment to reach its target,
following any additional leveraging transactions.

DERIVATION SUMMARY

Ingevity is smaller than specialty chemical peers with operational
and financial profiles generally consistent with the 'BB' category,
such as Axalta Coatings Systems Ltd. (NR), Ashland Global Holdings
Inc. (NR) and W.R. Grace & Co. (BB+/Stable), but generally
maintains a conservative capital structure. Fitch expects
Ingevity's total debt/EBITDA will be at approximately 4x in 2020
and below 3x thereafter, consistent with management's
pre-acquisition leverage target.

Ingevity's EBITDA margins are generally higher compared with peers
with margins in the low- to mid-20% range, and Fitch expects
Ingevity's margins to be approximately 30% throughout the forecast.
This is primarily due to the company's market position in its
Performance Materials segment, which consistently sees margins
above 40%. However, Fitch believes the company's PC segment has a
higher degree of exposure to cyclical end markets compared with
peers. The company is strategically shifting towards higher value
product offerings within its PC segment to reduce earnings
volatility, as exemplified by the Capa acquisition.

KEY ASSUMPTIONS

Revenues decline 10%-15% in 2020 with sequential growth toward 2019
levels on a consolidated basis in 2020-2022;

Operating EBITDA margins in the mid- to high-20% range in 2020 and
30%-31% on average thereafter;

Capex at guidance;

No acquisitions forecast;

Excess cash flow applied to share repurchases when net leverage is
within management target.

RATING SENSITIVITIES

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

  -- Adherence to a financial policy demonstrating a clear
commitment to deleveraging to a total debt/EBITDA or FFO-adjusted
net leverage sustained below 2.5x;

  -- Continued trend toward higher EBITDA margins that demonstrates
successful execution of the shift towards higher value-added
products

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

  -- Deviation from financial policy resulting in total debt/EBITDA
or FFO-adjusted leverage sustained above 3.5x;

  -- Capital allocation prioritization towards additional
acquisitions or stock repurchases in favor of debt repayments;

  -- EBITDA margin deterioration suggesting an inability to execute
high-grading strategy.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Pro forma for the note's issuance, Fitch
expects the company to have approximately $198 million of cash and
cash equivalents as well as full availability of its new $500
million revolving credit facility due 2025. Additionally, Fitch
projects annual FCF generation to average approximately USD150
million in 2020 and approximately USD200 million thereafter, which
should provide the company with adequate liquidity through the
forecasted period.

ESG Considerations:

Unless otherwise disclosed in this section, the highest level of
Environmental, Social and Governance (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.


INGEVITY CORP: Moody's Rates New $550MM Unsec. Notes Due 2028 'Ba3'
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Ingevity
Corporation's new $550 million senior unsecured notes due 2028. The
proceeds of the note's issuance will be used to prepay the
company's $375 million Term Loan due in 2022 and repay the
borrowings under its revolving credit facility. Upon completion of
the unsecured bond offering and prepayment of the term loan,
Ingevity will reduce the size of its revolving credit facility to
$500 million from $750 million and extend the revolver's maturity
to 2025. The Ba3 rating on the new notes is subject to the
transaction closing as proposed and receipt and review of the final
documentation.

Ingevity's Ba2 Corporate Family Rating ("CFR") with a stable
outlook remains unchanged.

Assignments:

Issuer: Ingevity Corporation

Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)

RATINGS RATIONALE

Ingevity's proposed notes issuance and refinancing will not change
the company's net debt leverage, which remains adequate for its Ba2
CFR. The extended debt maturity will continue to support the
company's sound liquidity profile.

The assigned Ba3 rating on the $550 million notes, in line with the
existing $300 million senior unsecured notes, reflects their
unsecured claim on the company's assets and effective subordination
to the remaining $352 million senior secured term loan and the new
$500 million revolving credit facility.

Ingevity's Ba2 CFR continues to reflect the company's market
leaderships in activated carbon for gasoline vapor control and pine
chemicals, its strong profitability and ample free cash flow
generation, but also takes into account its relatively small
business scale, reliance on key raw material suppliers and
debt-funded growth strategy. In addition, the patent of its
activated carbon "honeycomb" will expire in 2022, presenting a
challenge to the company over time.

Ingevity indicated a strong improvement in its Q3 results, thanks
to the rebound in automotive production and strong paving season in
North America and globally, which offset the demand weakness in
engineered polymers, industrial specialties and oilfield
applications. Although Ingevity expects its full year earnings in
2020 to be lower than 2019 due to the global pandemic, its strong
free cash flow will boost liquidity and financial flexibility.

Acquisitions remain an ongoing event risk for Ingevity as the
management has grown the business through rather large acquisitions
since its spin-off from WestRock Company in 2016. However, given
the coronavirus outbreak and limited demand visibility, Moody's
expects the company to focus on operational improvement, organic
business growth and debt reduction. Management has a target net
leverage of 2.0x to 2.5x.

Ingevity will maintain good liquidity given its large cash balance,
positive free cash flow and availability under its $500 million
revolving credit facility. After the notes offering and prepayment
of the term loan, Ingevity will not have material debt maturities
until 2023 when its $352 million term loan is due.

The new revolving credit facility will have two financial
covenants--a maximum total net leverage ratio covenant of 4.0x (up
to 4.5x allowed after permitted acquisition) and a minimum interest
coverage covenant of 3.0x. Moody's expects the company to remain in
compliance under its covenants.

Environmental, social and governance (ESG) risk factors are not
material factors to the rating assignment, but are important
considerations in the credit profile. Being a listed company,
Ingevity is transparent in its financial reporting as well as its
financial policy. Ingevity's activated carbon and pine chemical
products involve the use of chemical materials, subjecting the
company to environmental regulations. The production of pine
chemicals using coproducts from natural kraft pulps, which are
renewable and environmentally friendlier than petrochemical
alternatives. In addition, the strengthening environmental
regulations on vehicle vapor emission control continue to stimulate
the demand on Ingevity's activated carbon products.

Ingevity's stable outlook reflects its adequate leverage and
financial buffer to weather against unfavorable market conditions
and that management will exercise caution when buying back shares
or pursuing acquisitions in the next 12 to 18 months.

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

Moody's could upgrade the rating following a longer track record as
a stand-alone entity that would demonstrate the company's
commitment to the conservative financial policy. The company would
need to increase its business scale and diversification, maintain
its strong credit metrics, with debt/EBITDA below 3 times and
RCF/Debt over 20%, for an upgrade.

The rating could be downgraded if the company's performance
deteriorated or it undertook a large debt-funded acquisition or
significant shareholder-friendly actions. Specifically, the rating
could be downgraded if EBITDA margin falls sustainably below 20%;
or its debt/EBITDA ratio rises above 3.5x and RCF/Debt declines to
mid-teens.

Headquartered in North Charleston, SC, Ingevity Corporation is a
global manufacturer of pine-based chemicals (Performance Chemicals
segment) used in pavement technologies, oilfield technologies and
industrial specialties such as inks and adhesives, and
high-performance carbon materials (Performance Materials segment)
used in gasoline vapor emission control systems in fuel tanks, as
well as applications for water, food, beverage and chemical
purification. The company was spun off by WestRock Company in 2016.
For the last twelve months ended June 30, 2020, the company
generated approximately $1.2 billion in revenues. Ingevity acquired
the Capa caprolactone business from Perstorp Holding AB for EUR590
million in February 2019.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.


INTERPACE BIOSCIENCES: Posts $5.5 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Interpace Biosciences, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to common stockholders of $5.49 million on $5.45
million of net revenue for the three months ended June 30, 2020,
compared to a net loss attributable to common stockholders of $5.22
million on $6.27 million of net revenue for the three months ended
June 30, 2019.

For the six months ended June 30, 2020, the Company reported a net
loss attributable to common stockholders of $14.79 million on
$14.64 million of net revenue compared to a net loss attributable
to common stockholders of $8.64 million on $12.28 million of net
revenue for the same period during the prior year.

As of June 30, 2020, the Company had $78.43 million in total
assets, $30.20 million in total liabilities, and $46.54 million in
preferred stock, and $1.69 million in total stockholders equity.

The Company's cash and cash equivalents balance is decreasing and
the Company does not expect to generate positive cash flows from
operations for the year ending Dec. 31, 2020.  The Company intends
to meet its ongoing capital needs by using its available cash;
proceeds under the Securities Purchase and Exchange Agreement;
borrowings under the Revolving Line of Credit with Silicon Valley
Bank, once reinstated, as well as by increasing its line of credit
limit as a result of the additional accounts receivable acquired in
July 2019 as a result of our acquisition of the Biopharma business
of Cancer Genetics, Inc., and presently known as its pharma
services business (which requires a modification to the bank
agreement and approval by both SVB and the preferred shareholders),
as well as revenue growth and margin improvement; collection of
accounts receivable; containment of costs; and the potential use of
other financing options.  The Company is currently unable to borrow
under its line of credit and there is no assurance the Company will
be successful in meeting its capital requirements prior to becoming
cash flow positive.  The Company said these liquidity factors,
among others, have raised substantial doubts about its ability to
continue as a going concern.

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

https://www.sec.gov/Archives/edgar/data/1054102/000149315220019627/form10-q.htm

                   About Interpace Biosciences

Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com--
offers specialized services along the therapeutic value chain from
early diagnosis and prognostic planning to targeted therapeutic
applications.  Clinical services, through Interpace Diagnostics,
provides clinically useful molecular diagnostic tests,
bioinformatics and pathology services for evaluating risk of cancer
by leveraging the latest technology in personalized medicine for
improved patient diagnosis and management.  Pharma services,
through Interpace Pharma Solutions, provides pharmacogenomics
testing, genotyping, biorepository and other customized services to
the pharmaceutical and biotech industries.

Interpace reported a net loss attributable to common stockholders
of $27.16 million for the year ended Dec. 31, 2019, compared to a
net loss attributable to common stockholders of $12.19 million for
the year ended Dec. 31, 2018.  As of March 31, 2020, the Company
had $78.51 million in total assets, $25.14 million in total
liabilities, $46.54 million in preferred stock, and $6.84 million
in total stockholders' equity.


JEFFREY CORBETT: $515K Sale of Henrico Property to Pingitores OK'd
------------------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Jeffrey David and Helen
Christine Corbett to sell the real property identified as Roslyn
Hills SC BLA Lot 15 (Tax Parcel 754-736-8937), commonly known as
221 Roslyn Hills Drive, Henrico, Virginia, to Erica C. K. Pingitore
and Joseph R. Pingitore, Jr. for $515,000.

The sale is free and clear of all other claims, liens and
encumbrances, with all liens or other encumbrances to transfer,
affix and attach to the proceeds of such sale.

The Property sales proceeds will be applied first to the
outstanding indebtedness of Truist secured by the Property.

Furthermore, the Debtors are specifically authorized to pay from
the Proceeds the customary and normal closing costs including but
not limited to associated fees and taxes.  They are also authorized
to pay the real estate commission to Joyner Fine Properties, LLC in
the amount of 6% of the full purchase price and to pay any
incidental closing expenses associated with the sale also upon
closing of the transaction contemplated.  

Further, they are authorized to utilize and pay from the Proceeds
the Relocation Costs in an amount not to exceed $20,000; provided
that before utilizing any of the Proceeds for Relocation Costs the
Debtors will provide to the Office of the United States Trustee and
the Sub V Trustee a listing or other itemization of the actual
amount of the Relocation Costs.  Said parties having the right to
make further inquiry within three days of provision thereof.  In
the event that said parties do not make further inquiry within the
three-day period, the Debtors may pay the submitted Relocation
Costs.

After payment of Truist Bank's secured indebtedness and all of the
costs and expenses identified, the remaining net Proceeds will be
placed in a separate account.  The Debtors may use the funds in the
separate account only as provided in an appropriate additional
order from the Court.

Notwithstanding Rule 6004(g) of the Bankruptcy Rules, it is a final
order and Section 363(m) of the Bankruptcy Code and Rule 7062 of
the Bankruptcy Rules will apply to the Order.

The notice period is reduced to 14 days.

Upon entry the Clerk will serve the Order on those on the attached
Service List.

A copy of the Agreement is available at
https://tinyurl.com/y6goqcwk from PacerMonitor.com free of charge.

                   About Jeffrey David and Helen
                         Christine Corbett

Jeffrey David and Helen Christine Corbett sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
19-36309) on Dec. 3, 2019.  The Debtors are represented by Paula S.
Beran, Esq., at Tavenner & Beran, PLC.


JOHN KENNEDY: Term Sheet Enforceability Contingent on Fuller Deal
-----------------------------------------------------------------
Bankruptcy Judge Neil W. Bason granted Debtor John Martin Kennedy's
motion to assume and enforce a mediation term sheet in part without
any evidentiary hearing, for the following reasons:

     (i) The Bankruptcy Court has "arising under" jurisdiction.

    (ii) On the one hand, the mediation term sheet lacked agreement
on an essential term to make it noncontingent -- the dollar amount
and other terms to be offered by creditor Yuneun Campos to settle
with a third party, Bertram Fuller -- and the Debtor has not
established that this contingency can be eliminated by any judicial
determination of a dollar amount and other terms that Ms. Campos
allegedly "should" have offered to comport with the duty of good
faith and fair dealing.

On the other hand, as of the date of the bankruptcy petition the
conditional agreement embodied in the mediation term sheet still
existed; and if Ms. Campos is not required to pay anything more
than her highest offer to settle the Fuller matters then, to that
extent, the Debtor's theory of good faith and fair dealing can
apply, such that she could not deny that the condition is
satisfied. Accordingly, if the Debtor is willing to absorb the cost
of settling the Fuller matters above what Ms. Campos previously
agreed to pay, then the mediation term sheet is enforceable and can
be assumed under section 11 U.S.C. Sec. 365 -- otherwise not.

On March 19, 2019, the Debtor filed a prior chapter 13 bankruptcy
case. On or about June 27, 2019, the Court ordered the Debtor and
Ms. Campos to participate in mediation, which was successful and
resulted in a term sheet. On Sept. 23, 2019, the Prior Case was
dismissed.

Notwithstanding the parties' apparent resolution of their disputes,
at some time following the dismissal of the Prior Case, new
disputes arose and litigation in State Court continued. On June 30,
2020, the Debtor commenced a chapter 11 bankruptcy case, primarily
for the purpose of assuming and enforcing the mediation term sheet.


The primary focus of the parties' arguments regarding assumption
and enforcement of the mediation term sheet is paragraph 10, which
provides that "[t]he settlement is contingent upon Campos'
negotiating a settlement with Bertram Fuller." Neither party
disputed that Ms. Campos had not settled with Mr. Fuller prior to
the filing of this bankruptcy case. But the Debtor stated that he
purchased one of two judgments Mr. Fuller held against Ms. Campos
and he has an option to purchase the second judgment.

The parties disputed whether the Bankruptcy Court overseeing the
Chapter 11 case has jurisdiction. In addition, the Court has an
independent duty to consider its own jurisdiction, and the related
issue of whether the Court has the authority to issue a final
order.

Ms. Campos argued the Court lacks jurisdiction under Kokkonen v.
Guardian Life Ins. Co. of Am., 511 U.S. 375 (1994). Ms. Campos
cited a decision in which a Bankruptcy Court held that, under
Kokkonen, it lacked post-dismissal jurisdiction over a settlement
allegedly agreed to during the bankruptcy case.

The Debtor advanced two arguments in response -- one is not
persuasive, but the other is, Judge Bason said.

The Debtor argued that Kokkonen includes an exception when the
federal court's dismissal order retains jurisdiction.  According to
Judge Bason, it is true that the Bankruptcy Court's dismissal order
included language retaining jurisdiction. But this language would
not be broad enough to adjudicate a run-of-the-mill contract
dispute (if that were all that is at issue).

The dismissal order provides that the Bankruptcy Court "retains
jurisdiction on all issues involving sanctions [and other
irrelevant grounds] . . . and to any additional extent provided by
law." The problem for the Debtor is that, under Kokkonen, the
"additional extent provided by law" does not include ordinary
post-dismissal disputes over alleged settlements.

Nevertheless, Judge Bason said, the Debtor's alternative argument
is correct: the mediation term sheet, just like any other purported
contract sought to be assumed, is subject to this Bankruptcy
Court's jurisdiction. Any ability to assume the contract arises
under the Bankruptcy Code (11 U.S.C. 365), and an essential element
of assumption is the determination whether an assumable contract
exists. In other words, this is not just a run-of-the-mill contract
dispute: it is part and parcel of issues that arise under section
365.

Any contrary ruling would not make sense, Judge Bason said. Motions
to assume executory contracts and unexpired leases could not be
litigated at all if Bankruptcy Courts lacked jurisdiction to
address the inevitable subsidiary issues: everything from whether a
contract was formed to whether it was terminated prepetition, who
breached it, what damages have been incurred, whether those damages
amount to penalties that need not be cured, etc., etc.

For these reasons, the Bankruptcy Court has subject matter
jurisdiction. For the same reasons, the Bankruptcy Court has the
authority to issue a final order on the Assumption Motion.

The parties disputed whether the mediation term sheet is an
executory contract. In her opposition papers, Ms. Campos cites
cases in which courts have held that the pre-petition expiration or
termination of a contract is fatal to a debtor's efforts to assume
that contract and she argues that under applicable California law
the mediation term sheet expired pre-petition because she was
unable to resolve the Fuller Judgments despite her best efforts.

Judge Bason held that the mediation term sheet is an executory
contract that remained in effect as of the petition date with
obligations remaining on both sides.  Judge Bason said the contract
is unenforceable as long as the continency in paragraph 10
continues to apply; but once that contingency is removed then the
contract becomes enforceable, and then it would be proper for
Debtor to assume that contract for the benefit of all creditors and
the bankruptcy estate.

The Debtor argued the mediation term sheet contains all of the
essential terms of the parties' agreement, is signed by both
parties, and was intended to be a binding (albeit conditional)
agreement. Judge Bason stated that the Debtor has established prima
facie evidence of all of those things, but as long as the
contingency exists the agreement cannot be enforced.

Paragraph 10 of the mediation term sheet states in relevant part
that "[t]he settlement is contingent upon Campos' negotiating a
settlement with Bertram Fuller. . . ." Ms. Campos argued that this
is a condition precedent that has not been satisfied, which renders
the mediation term sheet unenforceable.  The Debtor counters that,
regardless whether paragraph 10 is a condition precedent or (as
Debtor argued) a condition subsequent, Ms. Campos failed to use
good faith to fulfill the contingency.

According to Judge Bason, the Court is not entirely persuaded by
either party. Contrary to Ms. Campos' apparent position, the
mediation term sheet only remains unenforceable for as long as the
condition of settling the Fuller Judgments is not satisfied or
mooted.  Contrary to the Debtor's apparent position, unless and
until that condition is satisfied or mooted the mediation term
sheet is not enforceable. To the contrary, paragraph 10 appeared to
be an agreement to agree, which is generally unenforceable. The
fact that the issue reserved for future agreement was the terms of
a settlement with a third party (Mr. Fuller) only makes the
agreement that much more unenforceable (as long as that contingency
remains unresolved).

Under the Debtor's theory, he and Ms. Campos had an agreement that
was contingent on Ms. Campos' negotiation of a future agreement
with a third party in an unspecified dollar amount, to be paid over
an unspecified period of time, with unspecified other terms and
conditions. Without having set forth in the mediation term sheet
the range of terms that Ms. Campos could agree to, the Debtor asked
the Bankruptcy Court to determine what range he and Ms. Campos
allegedly would have agreed to, had they finished negotiating every
term of the mediation term sheet, under the implied covenant of
good faith and fair dealing.

This is the very definition of an agreement to agree, Judge Bason
pointed out. :Such amorphous agreements are unenforceable -- at
least, until the contingency is removed."

In sum, the Debtor has not established that the mediation term
sheet is enforceable, as long as the contingency in paragraph 10
continues to exist. But that last clause is important because the
Debtor apparently has settled part of the Fuller matters, and has
an option to settle the rest.

Judge Bason said there is evidence that Ms. Campos offered $60,000
to settle the Fuller matters.. That changes the amorphous state of
affairs that existed when the parties signed the mediation term
sheet. Any refusal by Ms. Campos now to apply that same $60,000
that she offered before to settle the Fuller matters would be a
violation of the covenant of good faith and fair dealing.

Therefore, if the Debtor is willing to absorb the cost of settling
the Fuller matters above the $60,000 that Ms. Campos previously
agreed to pay, then Ms. Campos has not adequately rebutted the
Debtor's arguments in favor of granting the Assumption Motion. But,
if the Debtor is unwilling to absorb that cost, then the parties
are left with an agreement to agree, which is unenforceable.

In sum, the Court found and concluded that the mediation term sheet
is an executory contract, and although it is an unenforceable
contract as long as there is no settlement of the Fuller matters,
it will become enforceable and can be assumed under section 365
once the Debtor has finalized the arrangements to resolve those
matters.

A copy of the Court's Memorandum Decision is available at
https://bit.ly/3jd6mJ7 from Leagle.com.

John Martin Kennedy filed for chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 20-15954) on June 30, 2020, and is
represented by Sandford Frey, Esq.


KEIV HOSPITALITY: Seeks to Hire Moore Tax Services as Accountant
----------------------------------------------------------------
Debtors Keiv Hospitality, LLC and Keivans Hospitality, Inc. seek
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Moore Tax Services, Inc. as their accountant.

The firm will render these professional services to the Debtors:

     (a) advise the Debtors with respect to its tax liability and
corporate tax returns;

     (b) assist the Debtors in preparing its corporate tax returns
and other mandatory tax reports; and

     (c) perform such other accounting and audit services as may be
required and are deemed to be in the interests of the Debtors in
accordance with the Debtors' powers and duties as set forth in the
Bankruptcy Code.

The firm intends to apply for compensation for professional
services rendered in connection with this case, subject to approval
of this Court and compliance with applicable provisions of the
Bankruptcy Code, on an hourly basis, plus reimbursement of actual,
necessary expenses and other charges incurred.

Johnnie Moore, an accountant at Moore Tax Services, Inc., disclosed
in court filings that the firm and its professionals are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     Johnnie Moore
     MOORE TAX SERVICES, INC.
     10106 Kleckley
     Houston, TX 77075
     Telephone: (713) 941-7500

                              About Keiv Hospitality LLC

Based in Katy, Texas, Keiv Hospitality, LLC is primarily engaged in
providing short-term lodging in facilities known as hotels, motor
hotels, resort hotels, and motels. Keivans Hospitality, Inc.
operates in the traveler accommodation industry.

Keiv Hospitality and Keivans Hospitality sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-34408) on Sept. 1, 2020. Ben Mousavi, owner, signed the
petition.

At the time of the filing, Keiv Hospitality had estimated assets of
between $1 million and $10 million and liabilities of the same
range while Keivans Hospitality had estimated assets of between $10
million and $50 million and liabilities of between $1 million and
$10 million.

Judge Jeffrey P. Norman oversees the cases.

The Debtors tapped Okin Adams LLP as legal counsel and Moore Tax
Services, Inc. as accountant.


LS GROUP: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------
Moody's Investors Service assigned first time ratings to LS Group
OpCo Acquisition LLC's including a B2 corporate family rating and a
B2-PD probability of default rating. Moody's also assigned a B2 to
the proposed $1.575 billion senior secured term loan. The outlook
is stable.

Proceeds from the proposed $1.575 billion senior secured bank
facility along with approximately $1.69 billion of common equity
contributed by funds affiliated with Meritage Group LP (Meritage)
will be used to fund the acquisition of Les Schwab and its
affiliates. Moody's ratings and outlook are subject to receipt and
review of final documentation.

"The ratings reflect LS Group's strong brand awareness in its core
markets, a somewhat diversified earnings stream that includes
"under-the-car" products and services, a 52% equity contribution
and good liquidity" stated Bill Fahy, Moody's Senior Credit
Officer. "However, the ratings are constrained by the company's
relatively high pro forma leverage of about 5.6 times for the LTM
period ending June 30, 2020, modest scale, geographic concentration
and high reliance on a relatively narrow product line related to
replacement tires" Fahy added. The ratings also reflect governance
considerations including financial strategies that will be dictated
by its private investment firm.

Assignments:

Issuer: LS Group OpCo Acquisition LLC

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

Senior Secured Bank Credit Facility, Assigned B2 (LGD4)

Outlook Actions:

Issuer: LS Group OpCo Acquisition LLC

Outlook, Assigned Stable

RATINGS RATIONALE

LS Group benefits from its strong brand awareness in its core
markets of Washington, Northern California, Oregon and Idaho, as
well as a somewhat diversified earnings stream in addition to
replacement tires with "under-the-car" products and services, a
material amount of contributed equity, and good liquidity. The
ratings also incorporate LS Group's relatively high pro forma
leverage of about 5.6 times for the LTM period ending June 30,
2020, modest scale compared to a number of its peers, geographic
concentration within three states and a high reliance on a
relatively narrow product line related to replacement tires.

The stable outlook reflects Moody's view that leverage and coverage
will improve over the near term as revenues and earnings trend
positive following the trough of the pandemic driven downturn, new
stores are added at a measured pace and management focuses on debt
reduction over and above mandatory amortization. The outlook also
incorporates its view that liquidity remains good.

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

An upgrade would require continued solid operating performance and
a sustained strengthening of debt protection metrics. Specifically,
a higher rating would require debt to EBITDA sustained below 5.0
times, EBIT to interest sustained above 2.25 times and financial
strategies that support credit metrics remaining at these levels.
An upgrade would also require maintaining good liquidity.

A downgrade could occur if debt to EBITDA was over 6.25 times or
EBIT to interest coverage was below 1.75 times. A deterioration in
liquidity could also result in a downgrade.

LS Group is a tire retailer and service center operator with 495
total locations across 10 states. Annual revenues are around $1.75
billion. LS Group is being acquired by Meritage.

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


LS GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to LS
Group OpCo Acquisition LLC (Les Schwab). At the same time, S&P
assigned its 'B' issue-level rating and '3' recovery rating to the
proposed $1.575 billion first-lien term loan B due in 2027.

The stable outlook reflects S&P's expectation for gradually
improving sales trends in 2021 as vehicle miles driven continue to
recover, leading to core retail earnings growth and adjusted
leverage approaching the mid-6x area.

Les Schwab's position as a regional, moderately scaled tire
retailer with good store-level profitability and leading local
market share is tempered by its substantial pro forma debt burden
and financial sponsor ownership.

S&P expects Les Schwab will benefit from favorable automotive
aftermarket industry growth drivers next year after disruption in
2020, with the coronavirus pandemic interrupting a nine-year growth
streak in U.S. vehicle miles driven. The company's first-half
operating results were pressured by reduced store traffic amid
shelter-in-place mandates and travel restrictions. Since June,
however, sales and earnings growth resumed as road activity picked
up and government stimulus programs encouraged consumer spending.
S&P expects operating gains will persist into 2021 as miles driven
continue to recover. Even in a weaker economic environment, S&P
believes demand for Les Schwab's products and services will remain
relatively steady due to customers deferring new car purchases and
maintaining vehicles longer. Longer term, S&P expects continued
growth in miles driven and an increasing and aging car population
to support growth in the replacement tire industry. However, the
industry is mature, fragmented, and has a high degree of product
commoditization. S&P estimates Les Schwab's market share at about
2% of the U.S. replacement tire industry and under 1% of the total
U.S. automotive aftermarket industry.

"A customer-centric service model, employee profit-sharing plan,
and developed owned-brand portfolio are key business strategy
pillars we expect will sustain Les Schwab's market share lead in
its core markets," S&P said.

Les Schwab is the fifth-largest independent tire dealer in the U.S.
(by store count) and competes against other independent retailers,
mass merchandisers, auto dealerships, online, and
direct-to-consumer manufacturers. The company's primary line of
business is the sale and installation of national and owned-brand
passenger car and light truck tires. Unlike most larger direct
competitors, it also offers a variety of ancillary parts as well as
select repair and maintenance services. S&P believes this extended
offering and strong customer service form the foundation of its
value proposition.

Unique features include employees meeting customers at their
vehicle upon arrival, complementary flat tire fixes, and written
warranties on most products and services. Employees are
incentivized through a unique profit-sharing plan that can result
in outsize total compensation relative to industry benchmarks.

"We believe these aspects contribute to solid customer loyalty and
good brand awareness, which enabled Les Schwab to build leading
market share in its key regions, including Oregon, Washington,
Idaho, and Northern California. Although its store footprint is
concentrated in the Western U.S., the area has above
national-average miles driven growth and lacks comprehensive
mass-transit options, which we believe support continued steady
demand for the company's products and services," S&P said.

S&P views Les Schwab's tiered owned-brand tire portfolio as a key
differentiator that generates superior contribution margins. Since
launching in 2015, owned-brand sales have increased significantly
and represent the majority of the company's tire sales. Further,
these exclusive products reduce price transparency for consumers,
increase bargaining power over other suppliers, and can build
customer loyalty if price and quality are managed appropriately.

Potential tariffs on imported tires from select countries could
present a material near-term challenge if implemented.

Les Schwab sources a significant portion of its passenger car and
light truck tire inventory from South Korea, Taiwan, Thailand, and
Vietnam. These countries are the subject of current antidumping and
countervailing duty investigations led by the U.S. government. S&P
believes tariffs would be difficult to fully mitigate if imposed
and solid execution is required to implement initiatives to offset
the added input cost. These could include redirected sourcing,
vendor cost sharing, or price increases. Previously, a key supplier
transition resulted in the company carrying excess inventory to
gird against product disruption, contributing to inventory swings
and elevated promotional activity that dented earnings in 2018.
However, the company's supplier mix is less concentrated, with no
vendor accounting for more than 15% of total purchases.

Les Schwab's captive financing program adds both capabilities and
risks, albeit currently not a material factor for the rating.

The company extends financing to approved retail and commercial
customers through its in-house credit program. This provides more
credit-constrained customers with financing options that support
sales and provides strategic consumer data. However, it also
exposes the company to credit risk, particularly higher-risk
subprime borrowers. Approximately 40% of sales transactions are
financed through the company's credit program, with subprime
customers representing the majority of accounts. Liquidity could
also become constrained if the portfolio quality deteriorates
materially and Les Schwab encounters difficulties collecting
customer receivables. Further, if the company needs to tighten its
underwriting standards, it would likely diminish sales growth.

"However, we expect Les Schwab will successfully manage these
risks, which it has done over the last decade. Delinquency and
charge-off rates consistently remain below consumer credit industry
benchmarks, which we believe is attributable in part to the
company's underwriting criteria as well as the relative resilience
of auto-related loans," S&P said.

The company's substantial pro forma debt burden following its
leveraged buyout increases financial risk and limits flexibility.

Under new financial sponsor ownership, Les Schwab is transitioning
from a conservative financial policy that utilized minimal debt and
maintained substantial cash reserves to a more aggressive, highly
leveraged capital structure.

"We expect adjusted leverage, which includes deferred compensation
liabilities and excludes our estimate of the captive's financials,
will be around 7x at fiscal year end 2020 pro forma for this
transaction, improving to the mid-6x area in 2021 with EBITDA
interest coverage in the mid-3x area. However, given its largely
mature, profitable store base and modest near-term growth plans, we
forecast continued positive FOCF," S&P said.

S&P expects capital will be prioritized towards investing in the
business, including new store development, facility upgrades,
technology upgrades, and supply chain investments. Most of the
company's growth has been organic, with annual net new store growth
of approximately 2.5% over the last five years. S&P's forecast
assumes this prudent approach to growth to continue, but given new
ownership, there is a risk the company could pursue a more
aggressive policy. It has material unencumbered real estate assets
(held by property company subsidiaries). But S&P believes, over
time, the financial sponsor could monetize these properties through
sale leaseback transactions.

"The stable outlook reflects our expectation for improving sales
trends in 2021 as vehicle miles driven recover, supporting
increased demand for replacement tires and auto repair services. In
addition, we expect new unit growth along with increased
owned-brand sales will support operating income growth that leads
to adjusted leverage improving to the mid-6x area," S&P said.

S&P could lower the rating if:

-- S&P expects adjusted debt to EBITDA to exceed 7.5x on a
sustained basis, potentially as a result of deteriorating operating
performance or additional debt to fund a shareholder dividend
payment.

-- Execution issues arise, potentially from an unsuccessful
expansion into new markets, or tariff pressures that the company is
unable to mitigate.

-- Heightened competition in key markets that lead to lost market
share, and sales and margin pressure.

-- Performance of the company's customer accounts receivable
portfolio sharply deteriorates, resulting in elevated bad debt
expense suggesting material risk developing in its captive
financing program.

S&P could raise the rating if:

-- Revenue and operating income growth exceed S&P's base-case
forecast over the next 12 months.

-- The company successfully diversifies its store footprint by
expanding into new markets while maintaining its leading unit-level
economics.

-- Although less likely, it reduces debt beyond its expectation
and adopts a more conservative financial policy resulting in
adjusted leverage maintained below 5x.


MARYMOUNT UNIVERSITY: Moody's Affirms Ba2 Rating on $127MM Debt
---------------------------------------------------------------
Moody's Investors Service has affirmed Marymount University's (VA)
Ba2 rating, affecting $127 million of rated debt. The bonds have an
expected final maturity in 2045. The outlook remains negative.

RATINGS RATIONALE

Affirmation of Marymount University's Ba2 reflects aggressive
actions to cut expenses for a second consecutive year which will
help it sustain break-even financial operations and Moody's
adjusted debt service coverage around 1.5x for fiscal 2021. The Ba2
rating incorporates the university's fair strategic positioning as
a faith-based private university with an attractive location and
good program diversity, but confronting significant challenges on
multiple fronts. Heightened student demand pressures driven by
competitive conditions, first year student retention of just 72%,
and limited brand equity will continue to depress pricing power and
revenue growth. Widespread disruption caused by the coronavirus
pandemic and other factors are primary pressures on net tuition
revenue, which is expected to decline by 10% for fiscal year 2021.
Further, a very high debt burden contributes to elevated financial
leverage and weak debt affordability from operations, even after
accounting for operating performance improvement in fiscal 2020.
The university's comparatively high fixed costs, with debt service
consuming over 10% of revenues, limits its financial and strategic
flexibility.

While Moody's expect liquidity to remain stable for fiscal 2021, it
still provides for limited capacity to respond to unexpected costs
or revenue declines. Unrestricted monthly liquidity of $29 million
for fiscal 2020 covers 130 days of expenses. Further, the
university remains subject to various debt structure risks,
including several covenants which could lead to debt acceleration
in the event of sustained non-compliance. In addition, Marymount is
strategically linked to a privatized student housing project that
is currently underperforming due to the disruption of on-campus
operations at MU as well as other area universities. Should project
performance not improve beyond fiscal 2021, credit stress could
materialize for the university due to the importance of the housing
project as part of the university's broader enrollment growth
strategy.

RATING OUTLOOK

The negative outlook acknowledges the impacts of the business
disruption caused by the coronavirus outbreak, contributing to
significant revenue declines, spend down of liquidity in fiscal
2020, and weak performance of a privatized residence hall that is
closely linked to the university. While Moody's expect the
university to adjust budgets to offset the revenue declines for
fiscal 2021, debt service coverage will remain thin on both Moody's
adjusted basis as well as under the covenant calculation. Further
deterioration of liquidity would also leave limited headroom under
a liquidity covenant.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

  - Substantial growth in wealth and liquidity, providing for
materially stronger coverage of debt and operations

  - Material improvement in strategic positioning, reflected in
strengthening of student demand, fundraising, and earned revenue
growth

  - Sustained improvement in operating performance and debt
affordability

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

  - Inability to sustain sufficient operating performance to
generate debt service coverage above 1x (on a Moody's adjusted
basis)

  - Decline in wealth or liquidity

  - Reduction in headroom on debt covenants or covenant violations

  - Failure of privatized housing project to generate materially
improved performance after the current fiscal year (2021)

LEGAL SECURITY

The Series 2015A and 2015B bonds (Obligations No. 1 and 2,
respectively) are general obligations of the university with a
secured interest in gross receipts. The bonds are further secured
by a deed of trust on certain campus properties and separate debt
service reserve funds for each series. During fiscal 2019, the
university issued a taxable term loan (Obligation No. 3) that is on
parity with the Series 2015A and 2015B bonds. While Obligation No.
3 is not additionally secured by a debt service reserve fund, the
loan agreement includes a Material Adverse Effect clause which
would enable the bank to accelerate debt, a liquidity risk.

The university has a debt service coverage financial covenant of
1.15x, which is measured at the end of each fiscal year. Should the
coverage be less than 1.15x, unrestricted liquidity must be $25
million or greater to preclude an event of default. An event of
default beyond a cure period could trigger an acceleration of
payments. The university recorded debt service coverage of 1.32x as
calculated under the covenant for fiscal 2020 after being out of
compliance for fiscal 2019. Further, its liquidity of about $29.4
million for fiscal 2020 exceeded the secondary covenant test.

There is an additional obligations test, which requires an
Officer's Certificate concluding that the long-term debt service
coverage for the two most recent fiscal years was not less than
1.15x. Further, the test requires a management consultant report
stating that the forecasted long-term debt service coverage,
including the new debt, is not less than 1.15x each of the two full
fiscal years immediately succeeding the year in which the new debt
is incurred.

PROFILE

Marymount University is a private coeducational Catholic
institution located in Arlington, Virginia, and founded in 1950 by
the Religious of the Sacred Heart of Mary, an international
congregation of Catholic sisters. The university currently has
three locations in Arlington. In fiscal 2019, the university
recorded Moody's adjusted operating revenue of $91 million and in
fall 2019, enrolled 3,044 full-time equivalent (FTE) students.

METHODOLOGY

The principal methodology used in these ratings was Higher
Education published in May 2019.


MASHANTUCKET PEQUOT: Moody's Affirms Ca CFR, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Mashantucket
(Western) Peqout Tribal Nation, including its Ca Corporate Family
Rating (CFR), Ca-PD Probability of Default Rating and the Caa1
rating on MPTN's existing $256 million outstanding term loan B due
31 Dec, 2020. The company's subordinated debt obligations, totaling
about $1.72 billion, are not rated. The outlook is negative.

MPTN conducts the gaming and resort operations of Foxwoods Resort
Casino through The Mashantucket Pequot Gaming Enterprise, a wholly
owned, unincorporated division of the Mashantucket (Western) Pequot
Tribal Nation. A portion of Foxwoods re-opened to the public on
June 1. The casino was closed on March 17 in response to the
COVID-19 pandemic.

The Caa1 rating on the term loan is three notches above MPTN's
Corporate Family Rating, reflecting the first lien security
interest in revenues and on certain property and equipment. The
rating on the term loan also reflects the loss absorption provided
by the substantial amount of contractually subordinated debt. The
$256 million term loan B matures on Dec. 31, 2020. The various
series of subordinated notes are accruing interest and as of June
30, 2020 represented roughly $1.4 billion of principal with various
maturity dates in 2026 and beyond, and $329 million of accrued
interest.

The following ratings/assessments are affected by the action:

Ratings Affirmed:

Issuer: Mashantucket (Western) Pequot Tribe, CT

Corporate Family Rating, Affirmed Ca

Probability of Default Rating, Affirmed Ca-PD

Senior Secured Term Loan B, Affirmed Caa1 (LGD2)

Outlook Actions:

Issuer: Mashantucket (Western) Pequot Tribe, CT

Outlook, Remains Negative

RATINGS RATIONALE

MPTN's Ca CFR considers that it is operating under a forbearance
agreement with its credit facility lenders that expires on 31 Dec.
2020, and the cash portion of junior debt interest payments has
been blocked by the credit facility lenders. While this blockage is
not considered a payment default under MPTN's bank agreement,
junior debt indentures, and related inter-creditor agreements,
Moody's believes that MPTN will ultimately go through a debt
restructuring that will involve some level of impairment to
creditors. Key credit concerns also include the significant
negative earnings impact due to the coronavirus pandemic.

Moody's considered MPTN's agreement earlier this year with its bank
lenders to extend the maturity of its term loan B to December 31,
2020 from June 30, 2020 to be a missed payment with respect to the
principal and a distressed exchange.

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

The negative rating outlook considers Moody's view that MPTN will
ultimately need to go through a debt restructuring process that
will involve some level of impairment to creditors. A higher rating
is possible to the extent any restructuring or operational
improvement results in a substantial and sustainable reduction in
leverage and improvement in free cash flow. Ratings could be
lowered if the forbearance agreement is not renewed upon its
expiration and the credit facility lenders were to exercise certain
default related remedies, or if recovery estimates decline.

The principal methodology used in these ratings was Gaming
Methodology published in October 2020.

Mashantucket (Western) Peqout Tribal Nation conducts the gaming and
resort operations of Foxwoods Resort Casino through The
Mashantucket Pequot Gaming Enterprise, a wholly owned,
unincorporated division of MPTN. Revenue for the 12 months ended
June 30, 2020. was approximately $603 million.


MEDICAL SIMULATION: Selling 50K Shares of Mentice for $6 Per Share
------------------------------------------------------------------
Medical Simulation Corp. asks the U.S. Bankruptcy Court for the
District of Colorado to authorize the sale of 50,000 shares of
Mentice AB for $6 per share.

In the first quarter of 201 8, the Debtor proceeded toward a
closing on the sale of its primary operating business to Mentice, a
Swedish company, and shortly thereafter commenced a wind down of
its business, which included completing various post-closing
matters with the sale and liquidation of its remaining assets and,
following such matters, reconciliation of claims, distributions to
known creditors and dissolution.  

The wind-down efforts began with a simple set of tasks.  The
primary task was to fully consummate the sale of the Debtor's main
asset to Mentice.  That resulted in protracted negotiations and
litigation, with Mentice, to complete the closing on the sale of
the Debtor’s assets. After more than one year of effort, the sale
was fully consummated.  Shortly thereafter, a former CEO commenced
a civil action asking payment under his employment and separation
agreements.  The former CEO had been terminated in 2014, and the
payments under the agreements ceased in mid-2015.  These events
resulted in the Chapter 11 proceeding.

An asset of the estate is 1,191,074 shares of common stock in
Mentice, which represents approximately 5.3% of Mentice's total
outstanding shares.  Given this percentage ownership, timed
liquidation of the shares is necessary to avoid flooding the market
and potentially reducing the value of the shares.  The Mentice
shares are held in a brokerage account with JP Morgan Chase.

The Debtor believes that the sale of up to 50,000 shares of Mentice
stock will not flood the market so as to avoid depreciating the
share price.  The Mentice stock is traded on the Swedish stock
market and is therefore subject to fluctuation ofthe market, as is
true with any publicly traded stock.

Given the Mentice stock is held in a brokerage account by JP Morgan
Chase, the Debtor is proposing to utilize JP Morgan Chase to sell
the Sale Shares.  JP Morgan Chase is the logical choice to sell the
Sale Shares.  It is not a creditor in the case.  It has
international offices that will allow it to handle a transaction
on the Swedish Stock Market.  JP Morgan Chase is holding the Sale
Shares in its brokerage account.  It will charge is customary
commission of as set forth on Exhibit A for the sale of the Sale
Shares.  The commission is JP Morgan Chase's standard commission
for such transactions.

It is in the best interests of the bankruptcy estate and its
creditors to sell the Sale Shares.  The sale will provide a means
of providing proceeds to satisfy obligations of the estate and
generate proceeds for the benefit ofcreditors.  The gradual sale of
the Mentice stock will avoid flooding the market and depreciating
the stock price.  The sale of the Sale Shares will commence the
process of liquidating to Mentice stock gradually and over time to
maximize the value of the Mentice stock.

The Trustee will not sell the Sell Shares for less than $6 per
share.  The Debtor believes that floor of price of $6 per share set
a floor that will maximize the return for the estate's creditors.
The sale process will assure the buyer or buyers of the Sale Shares
is a good faith purchaser.  It will be an open process on the
Swedish stock market subjecting the Sale Shares to the market place
and that the Sale Shared will be sold at the market price at the
time the sale is consummated.

The Debtor asks authorization to sell the Sale Shares free and
clear of liens, claims and encumbrances and other interests.  All
liens, claims and encumbrances will attach to the proceeds of the
sale in the order of their priorities.

The Trustee asks authorization to utilize the proceeds from the
sale of the Sale Property to pay the following: (i) closing and
related costs associated with the sale, if any; and (ii) broker
commissions.

A copy of the Exhibit A is available at
https://tinyurl.com/y4t6umol from PacerMonitor.com free of charge.

                  About Medical Simulation Corp.

Medical Simulation Corp., a manufacturer of medical equipment and
supplies, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 19-20101) on Nov. 22, 2019.  At the time
of the filing, the Debtor had estimated assets of between $10
million and $50 million and liabilities of between $1 million and
$10 million.  The case is assigned to Judge Elizabeth E. Brown.


MERIDIAN MARINA: Sets Bidding Procedures of All Assets
------------------------------------------------------
Meridian Marina & Yacht Club of Palm City, LLC, asks the U.S.
Bankruptcy Court for the Southern District of Florida to authorize
the bidding procedures in connection with the online auction sale
of substantially all assets, free and clear of liens, claims, and
encumbrances.

The Debtor is the owner and operator of a marina and yacht club
located in Palm City, Florida, providing boat storage, boat sales,
dockage, servicing and repairs.

It asks to sell the entirety of its assets, which include:  

     a. The real property located at 1400 SW Chapman Way (Parcel ID
07-38-41-015-000-00010-0), together with the buildings and
improvements thereon and all right, title and interest of Seller in
and to appurtenances of the Land, including riparian rights,
easements and rights-of-way relating thereto, and, without
warranty, all right, title and interest of Seller in and to the
land lying within any street or roadway adjoining the Land or any
vacated or thereafter vacated street or alley adjoining said Land;


     b. All of the Seller's right, title and interest, if any, in
and to all fixtures, furniture, equipment, and other tangible
personal property, if any, owned by Seller ("Personal Property")
presently located on the Land or used in connection with the
Property, including, without limitation, all: (i) vehicles and
watercraft, including trailers and travel-lifts; (ii) telephone
systems and computer equipment, including software installed
thereon; (iii) third party vendor parts and accessories located at
the Property or in transit to the Property on the Closing Date and
gasoline, motor oil, and other similar fuel and fluids currently
stored on the
Property;

     c. 3.38 acres located at 1120 SW Chapman Way
(07-38-41-000-000-00010-7);

     d. Water retention area (Parcel ID 07-38-41-015-000-00001-1);
and

     e. Dock Parcels (Parcel IDs 07-38-41-017-000-00250-7,
07-38-41-017-000-00240-0, 07-38-41-017-000-00230-2).

The Bidding Procedures provide a flexible process where the Debtor
will be soliciting bids for all of their assets.  It has determined
that a sale of the assets at this time, even without a traditional
"stalking horse" bidder, is warranted and necessary.  However, the
Debtor asks that it be authorized to enter into an agreement that
provides a bidder who is willing to serve as a stalking horse
bidder a Breakup Fee of $50,000 upon a successful closing by either
the Highest and Best bidder or the Backup bidder.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: TBD

     b. Initial Bid: The gross contract price will be equal to a
high bid plus a 5% Buyer's Premium.

     c. Deposit: $75,000

     d. Auction: After the bids have been submitted to, recorded
and analyzed by Tranzon Driggers and Kelley, Fulton & Kaplan, P.L.,
the Debtor reserves the right to conduct a best and final online
auction that will begin at 11:00 a.m. (ET) the next business day.

     e. Bid Increments: $25,000

     f. Sale Hearing: A hearing to approve the sale will be
scheduled within three business days of the online auction event.

     g. Closing: The closing will be within 30 days of the online
auction event, or within 10 days of a court order approving the
sale, whichever is longer.

     h. The Secured Creditor, and/or its successors or assigns, and
the Stalking Horse bidder, if applicable, will be deemed qualified
to participate in the online auction.  

The Debtor respectfully asks that the Court enters an Order
granting the relief sought, scheduling a hearing after completion
of the auction authorizing the proposed sale and for other such
relief as the Court deems just and proper.

A copy of the Bidding Procedures is available at
https://tinyurl.com/y5zy9xqd from PacerMonitor.com free of charge.

             About Meridian Marina & Yacht Club

Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City,
FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
19-18585) on June 27, 2019.  In the petition signed by Timothy
Mullen, member and manager, the Debtor disclosed $8,528,155 in
assets and $5,790,533 in liabilities.  The Hon. Erik P. Kimball
oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan,
P.L., serves as bankruptcy counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


MHI HOLDINGS: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has affirmed the B2 rating of MHI
Holdings, LLC's first lien senior secured credit facility under
which the existing term loan will be expanded by $215 million.
Concurrently, the company's B2 corporate family rating ("CFR") and
B2-PD probability of default rating have both been affirmed. The
outlook remains stable. To pay its owners a $270 million dividend,
MHI will use $59 million of balance sheet cash and increase the
term loan by $215 million.

According to Moody's lead analyst, Bruce Herskovics, "while the
dividend certainly represents a fairly aggressive financial policy,
increasing debt by almost 45% and given MHI's brief operating
history on a combined basis, the company's performance has exceeded
its prior expectations -- in top line, margins and backlog -- such
that the leveraging impact of the debt raise doesn't meaningfully
constrain the overall credit profile."

Regarding financial flexibility, however, Herskovics cautioned with
"that said, we recognize that revenue visibility in the military
ship repair business tends to be low beyond 18-months, and the
company will have less near-term cushion at the existing rating
level with a stable outlook as a result of the borrowing."

RATINGS RATIONALE

The B2 CFR broadly reflects the developing scale, credit metrics
and financial policies of MHI along with a solid performance trend,
good near-term performance visibility, and the equity-funded
acquisition of Continental Maritime of San Diego which is expected
to complete in Q4-2020.

Pro forma for the planned dividend, Moody's estimates that MHI's
leverage will be a little over 5x, following a stronger than
expected 2020 where revenues should reach $1 billion and EBITDA
margins will be in excess of 15%. Previously, Moody's had expected
leverage to be closer to the mid-5x level this year, with revenue
of about $830 million and EBITDA margins of 13%-14%. Performance is
benefitting from a confluence of favorable circumstances, in terms
of cost control and revenue mix, that is unlikely to continue so
robustly. But the backlog growth/composition should limit revenue
decline to only 5%-7% in 2021, with 15% EBITDA margins likely.
Therefore, free cash flow should exceed $50 million in 2021,
equivalent to over 7% of debt. After 2021, visibility drops off,
however, as most ship repair projects tend to be less than 12-18
months and the company's backlog covers work of a similar horizon.

In August 2020, MHI reported that its backlog reached $950 million,
up from $800 in June 2019. The rating, however, considers that the
legacy entities that comprise MHI have experienced poorer years in
which lackluster demand significantly depressed operational
results, a pattern that could well re-emerge.

Over the longer term, the US Navy's desire expands its fleet to 355
ships by 2045 (from about 290 ships at present) should drive higher
demand for military ship repair contractors, assuming the Navy can
obtain the requisite budgetary authorization to meet the fleet size
objective. But even if procurement budgetary growth proves to be
unachievable, the geopolitical environment driving the requirement
for a larger fleet should sustain high operational tempo for
existing ships, which will benefit the demand outlook for MHI. The
rating recognizes the limitation of dry docks capable of offering
US military ship repair and other constraints within the US
government's owned shipyards that favor commercial providers such
as MHI.

In February 2020, MHI Holdings agreed to acquire the San Diego
shipyard of Huntington Ingalls (Continental Maritime of San Diego)
in exchange for a minority ownership. The transaction is expected
to close in Q4-2020 and will expand the first lien credit
agreement's collateral. The acquisition will also improve the
shipyard network, establishing MHI within a key US Navy port, and
will help MHI better leverage its strong presence within the
Pacific Northwest. Having presence in San Diego should enable MHI
to more routinely bid for larger contracts that require multiple
service locations. Initially, the yard will only bring about $75
million of revenue annually, and it will likely operate below the
company's normative margin level until MHI introduces its operating
model. Moody's envisions that the investment requirements
associated with the San Diego yard will not be significant in the
first year of ownership.

The company's liquidity profile is adequate. After the dividend and
debt raise, cash will be about $60 million, and Moody's expects $50
million of free cash flow near term, well in excess of the $7
million of scheduled annual term loan amortization. The revolver
commitment of $100 million suits the company's size and will be
undrawn at transaction close, with less than $1 million of letters
of credit issued. MHI should possess sufficient cushion under the
first lien credit facility's 6.9x maximum net leverage maintenance
covenant, which only applies to the revolver tranche and activates
when utilization exceeds 35% of the commitment.

The first lien credit facility is rated B2, on par with the CFR as
the facility comprises all of MHI's debt.

The ratings outlook is stable, reflecting the adequate liquidity
profile with the good backlog level and likelihood that MHI's
scale, financial policies and credit metrics will remain
appropriate for the ratings in coming years.

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

Upward ratings movement would depend on leverage maintained at or
below the mid-4x level, with free cash flow-to-debt of at least 10%
and a favorable backlog trend. Downward ratings pressure would
mount with leverage of maintained or exceeding the mid-6x level,
accompanied by soft free cash flow and/or contract execution
issues.

Affirmations:

Issuer: MHI Holdings, LLC

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)

Outlook Actions:

Issuer: MHI Holdings, LLC

Outlook, Remains Stable

MHI Holdings, LLC provides ship repair, marine fabrication and
non-marine fabrication projects in support of the aerospace,
defense and infrastructure end markets, serving a range of
government and commercial customers. Moody's expects 2020 revenues
of approximately $1 billion. The company is majority-owned by
entities of The Carlyle Group and Stellex Capital Management.

The principal methodology used in these ratings was Aerospace and
Defense Methodology published in July 2020.


MHI HOLDINGS: S&P Lowers ICR to 'B' on Increased Leverage
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
ship repair services and marine and non-marine fabrication provider
MHI Holdings LLC to 'B' from 'B+'. The outlook is stable. At the
same time, S&P lowered the rating on the company's proposed upsized
first-lien credit facility to 'B' from 'B+' and revised the
recovery rating to '4' from '3' due to the higher amount of
first-lien debt.

"The stable outlook reflects our expectation that debt to EBITDA
should increase to about 5x and remain near that level absent
further material debt-financed acquisitions or dividends," S&P
said.

The downgrade reflects S&P's expectation that debt to EBITDA could
rise above 5x due to a more aggressive financial policy than S&P
had previously expected. The decision to pay a $270 million
dividend using $215 million of incremental debt and cash on hand
signals that the company's owners are willing to increase leverage
more than S&P had factored into the recent upgrade. The proposed
transaction increases leverage enough that if operating performance
is somewhat weaker than expected, debt to EBITDA could rise above
5x in 2020 or 2021. Although S&P isn't forecasting any further
dividends in the next 12 months, leverage could increase again as
the result of a debt-financed acquisition or large capital
expenditures, such as an additional dry dock.

Operating performance remains strong, in line with previous
expectations. The ship repair segment (75% of estimated 2020
revenues) continues to win new jobs, and the pending agreement to
acquire Huntington Ingalls' San Diego Shipyard will establish a
presence in the San Diego Naval homeport. Although revenue in the
fabrication segments is likely to decrease due to lower revenue
from the Ground Based Midcourse Defense contract, MHI will likely
be able to improve margins by being more selective with new
contracts in the segment.

Revenue and earnings are unlikely to be materially affected by the
coronavirus pandemic. Aside from a few small disruptions,
operations have mostly continued as normal. The company has seen
some cancelations to repair jobs for commercial ships, but most
such jobs are likely to be made up in the coming quarters.
Near-term defense spending should remain solid, but could come
under pressure in the next few years due to the substantial amounts
the government is spending to offset the economic impact of the
pandemic. The Department of Defense is accelerating payments and
some additional costs related to the disruptions may be covered.
However, requests for new programs and awards on existing
competitions may be delayed.

The stable outlook reflects S&P's expectation that debt to EBITDA
will increase to around 5x due to the proposed transaction and
remain at that level in 2020 and 2021. Although leverage could
increase further to fund acquisitions or further dividends, it does
not believe debt to EBITDA would go above 7x for an extended
period.

Upside scenario

Although unlikely due to financial sponsor ownership, S&P could
raise its rating on MHI Holdings if:

-- It expands both in terms of scale and diversification into more
geographic regions and service offerings, likely through
acquisitions; or

-- Leverage declines and S&P believes debt to EBITDA will remain
well below 5x even with potential acquisitions or dividends.

Downside scenario

Although also unlikely in the next 12 months, S&P could lower its
rating on MHI Holdings if debt to EBITDA increases above 7x for a
sustained period. This could be caused by some combination of:

-- Operating problems such as cost overruns or program delays;

-- A decline in earnings due to decreased demand for military or
commercial ship repair; or

-- A large debt-financed acquisition, capital improvement, or
dividend.

MHI Holdings LLC provides ship repair services and marine and
non-marine fabrication to military, commercial, and local
government customers. It also provides underwater hull and tank
cleaning and disposal services. It operates eight dry docks and 24
piers across the Pacific Northwest and Alaska, as well as a pier in
Norfolk, Va.

-- Organic revenue growth of about 8%-10% in 2020 pro forma for
the combination of Vigor Industrial LLC and MHI, due to significant
growth in the ship repair segment.

-- Organic revenue growth of 1%-2% annually beginning in 2021 as
continued growth in ship repair offsets decline in fabrication as
the GMD contract begins to wind down and the company is more
selective with new fabrication contracts.

-- Total revenue growth of 4%-7% annually beginning in 2021 as
potential acquisitions or capacity increases, such as new dry
docks, provide additional revenue opportunities.

-- Adjusted EBITDA margins of 14%-16% as cost improvements
combined with more fixed-price contracts results in higher
profitability.

-- Capital expenditures of $20 million-$25 million annually.

-- Debt amortization of $7.2 million per year on the proposed
upsized term loan B.

-- Acquisitions or large capital investments (such as a dry dock)
of $100 million per year starting in 2021 as the company seeks to
invest excess cash back into the business.

-- No additional dividends.

S&P believes MHI's liquidity will remain adequate pro forma for the
proposed acquisition, supported by solid internal cash generation
and full access to its $100 million revolving credit facility. It
believes the company's sources of liquidity will be over 8x uses
over the next 12 months and that sources would exceed uses even if
EBITDA falls by 15%. However, S&P feels the company is unlikely to
be able to absorb a high-impact, low-probability event without
refinancing.

Principal liquidity sources

-- Cash balance of about $58 million pro forma for the proposed
transaction;

-- Full availability on its $100 million revolver; and

-- Cash from operations of $80 million to $90 million over the
next 12 months.

Principal liquidity uses

-- Amortization of $7.2 million per year on the proposed upsized
term loan; and

-- Capital expenditures of $20 million-$25 million annually.

Compliance expectations

Although S&P does not expect the covenant to be tested, if it were,
it believes the company would maintain a cushion of about 30% over
the next 12 months.

Requirements

There are no financial maintenance covenants on the term loan.
However, there is a springing net leverage covenant of 6.9x on the
revolver that is only tested when it is drawn more than 35% at the
end of a quarter.

Pro forma for the proposed transaction, the company's capital
structure will comprise of a first lien $100 million revolving
credit facility due 2024 and an upsized $713 million first-lien
term loan B due in 2026.

S&P has valued the company on a going concern basis using a 5x
multiple of its projected emergence EBITDA, in line with peers.
Other key assumptions at default include LIBOR of 2.5% and the
revolver is 85% drawn.

-- Default year: 2023
-- EBITDA at emergence: $77 million
-- Multiple: 5x
-- Net enterprise value after administrative expenses (5%): $363
million
-- Valuation split (obligor/nonobligors): 100%/0%
-- Collateral value available to first-lien creditors: $363
million
-- Total first-lien debt: $809 million
-- Recovery expectations: 30%-50% (rounded estimate: 40%)


MPH ACQUISITION: Moody's Assigns B2 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating (PDR) to MPH Acquisition
Holdings LLC following the merger of its parent company with
Churchill Capital III on October 8. Moody's also assigned a Ba3
rating to the proposed senior secured first lien credit facilities,
and a B3 rating to the proposed unsecured notes. Moody's also
assigned a Speculative Grade Liquidity Rating of SGL-1, signifying
very good liquidity. The outlook is stable.

Proceeds from the new debt, together with $700 million of excess
cash, will be used to fully retire existing debt, including a $2.71
billion term loan G and $1.56 billion of senior notes, and pay
related fees and expenses. Once repaid, Moody's will withdraw the
ratings on these instruments. Concurrently, Moody's withdrew the
ratings of Polaris Intermediate Corp. including its Corporate
Family Rating (CFR) at B3 and its Probability of Default Rating
(PDR) at B3-PD.

This concludes the review for upgrade initiated on July 13, 2020
following the announcement of the merger with Churchill Capital and
planned refinancing of its capital structure.

"Multiplan's B2 Corporate Family Rating reflects its high leverage,
despite the planned debt reduction in conjunction with the merger
with Churchill Capital" said Jean-Yves Coupin, Moody's Vice
President/Senior Analyst. "However, debt/EBITDA will improve
towards 6x over the next 12 to 18 months driven by cost saving
initiatives and the recovery of medical procedure volumes following
pandemic related pressures" continued Coupin. "A robust market
position in the niche cost containment business, a track record of
generating strong free cash flow and the expectation of less
aggressive financial policies going forward support the rating."

Rating Actions:

Issuer: MPH Acquisition Holdings LLC

Assign Corporate Family Rating (CFR) at B2

Assign Probability of Default Rating (PDR) at B2-PD

Assign $2.47 billion Senior Secured First Lien Term Loan rating, at
Ba3 (LGD2)

Assign $450 million Senior Secured First Lien Revolving Credit
Facility rating, at Ba3 (LGD2)

Assign $1.2 billion Senior Unsecured Global Notes rating, at B3
(LGD4)

Assign Speculative Grade Liquidity Rating, at SGL-1

Ratings confirmed to be withdrawn on completion of refinancing:

Issuer: MPH Acquisition Holdings LLC

Confirm $100mm Senior Secured First Lien Revolving Credit Facility
due 2021, at B1 (LGD2)

Confirm $3.165 billion Senior Secured First Lien Term Loan due
2023, at B1 (LGD2)

Confirm $1.56 billion Senior Global Notes due 2024, at Caa1 (LGD5)

Issuer: Polaris Intermediate Corp.

Corporate Family Rating, B3, withdraw

Probability of Default Rating, B3-PD, withdraw

Outlook Actions:

Issuer: MPH Acquisition Holdings LLC

Outlook, Stable from RUR

Issuer: Polaris Intermediate Corp.

Outlook, Withdraw from RUR

RATINGS RATIONALE

The B2 CFR reflects Multiplan's high financial leverage with pro
forma debt/EBITDA of around 7.1x and the company's very high
customer concentration, with around half of its revenue from two
customers. The B2 is also constrained by the company's track record
of aggressive financial policies including numerous debt-funded
shareholder distributions. That said, Moody's expects a less
aggressive financial policy going forward as Multiplan transitions
to public ownership.

Multiplan's rating is supported by the company's strong market
position in the preferred provider organization (PPO) industry,
robust operating margins, and solid free cash flow. The company
also benefits from high barriers to entry in the PPO industry and
switching costs for its analytics business. Moody's expects
earnings growth in 2021 together with positive free cash flow to
support deleveraging.

The Speculative Grade Liquidity Rating of SGL-1 reflects the
company's very good liquidity, as Moody's expects MultiPlan will
generate ample positive free cash flow in 2020 and 2021. Further,
liquidity is supported by access to a $450 million revolving credit
facility expiring in 2025, which Moody's expects will remain
largely undrawn, and no near-term debt maturities. The company had
cash of $179 million at June 30, 2020.

The stable outlook reflects Moody's expectation that the company
will improve leverage primarily through earnings growth.
Specifically, Moody's expects adjusted debt/EBITDA to decline
towards 6.0x within 12-18 months of the transaction close.

Governance considerations are material to the rating action. The
company's decision to become a public company represents a shift in
governance philosophy, subjecting the company to greater financial
regulatory oversight.

MultiPlan has material exposure to social and regulatory risks,
including legislation to curb surprise medical bills as well as
proposals to adopt a single-payer that Moody's considers a
long-term risk. Risks around these proposals represent a
significant headwind for MultiPlan. Similarly, there is a risk that
over time more health providers opt to be in-network, which will
reduce the size of the business opportunity for MultiPlan's
analytics business, which reprices out-of-network bills.
Furthermore, the coronavirus pandemic has a negative impact on
MultiPlan as its revenues have been adversely impacted by lower
claims resulting from patients delaying medical appointments and
elective procedures.

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

The rating could be upgraded if the company demonstrates less
aggressive financial policies and Moody's expects debt to EBITDA to
be sustained below 5.5 times. Furthermore, an upgrade would require
the company to maintain free cash flow to debt above 10%.

The ratings could be downgraded if operating performance weakens,
liquidity deteriorates, or if debt to EBITDA is sustained above
6.5x. Any material customer losses or pricing pressure could also
result in a downgrade.

MultiPlan operates in the healthcare benefits field as a provider
of healthcare cost management solutions. Through its Network-Based
Solutions (31% of total revenue LTM to June 2020), MultiPlan is one
of the largest independent PPOs, providing networks of contracted
healthcare providers for health plans to use. It also operates two
other segments: Analytics Solutions (58%) and Payment Integrity
Solutions (11%). For the analytics business, MultiPlan uses data
and technology to determine a fair price for out of network claims.
The company delivers savings to payors through contracted discounts
with its providers. MultiPlan then applies that price to the claim
or uses the information to negotiate the claim. Over 90% of the
company's revenues are generated as a percentage of savings
realized by their payor customers. MultiPlan is a public company
and its largest shareholder is Hellman & Friedman. MultiPlan
generates roughly $1 billion in revenue.

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


MPR SUMMERS: Case Summary & 17 Unsecured Creditors
--------------------------------------------------
Debtor: MPR Summers
          DBA Maine Teen Camp
        481 Brownfield Road
        Porter, ME 04068

Business Description: MPR Summers dba Maine Teen Camp --
                      https://teencamp.com -- is an accredited
                      summer camp created exclusively for
                      teenagers.

Chapter 11 Petition Date: October 20, 2020

Court: United States Bankruptcy Court
       District of Maine

Case No.: 20-20388

Debtor's Counsel: Adam R. Prescott, Esq.
             BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
                  100 Middle Street
                  PO Box 9729
                  Portland, ME 04104-5029
                  Tel: 207-774-1200
                  Fax: 207-774-1127
                  Email: aprescott@bernsteinshur.com
        
Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Matthew Pines, treasurer and
stockholder.

A copy of the petition containing, among other items, a list of the
Debtor's 17 unsecured creditors is available for free at
PacerMonitor.com at:

https://www.pacermonitor.com/view/GMR3EEA/MPR_Summers__mebke-20-20388__0001.0.pdf?mcid=tGE4TAMA


NESSALLA LLC: Nov. 9 Auction of All Operating Assets
----------------------------------------------------
Judge Catherine J. Furay of the U.S. Bankruptcy Court for the
Western District of Wisconsin authorized NessAlla, LLC's procedures
in connection with the sale of substantially all of its operating
assets, other than accounts receivables, bank accounts, cash, and
the capping system that is the subject of the Navitas Credit Corp.
security interest, to Willamia Distilling, LLC for $310,000,
subject to overbid.

The Sale Procedures Hearing was held on Oct. 13, 2020.

The Sale Approval Hearing is set for Nov. 10, 2020, at 1:30 p.m.
(CST).  Participants wanting to hear the proceeding, but not argue,
will call the AT&T conference line: 1-877-336-1828, Access Code
8588228#.  Parties, counsel, and/or witnesses presenting evidence
during the evidentiary hearing must participate using Zoom
video/audio, unless otherwise authorized by the Court to use audio
only.

No later than 8:00 a.m. (CT) on Nov. 10, 2020, the parties will
file all exhibits on CM/ECF and will send all exhibits that have
been filed on CM/ECF to the courtroom deputy at
hearings@wiwb.uscourts.gov.  Prior to the evidentiary hearing, the
parties shall
provide to each witness a .pdf file of each exhibit as filed on
CM/ECF.

The Sale Procedures incorporated into the Amended Asset Purchase
Agreement are approved on an expedited basis.

The break-up fee of $20,000, payable to the Stalking Horse, if it
is not the ultimate purchaser of the Acquired Assets, is approved
except as explicitly stated in the Order.

If the Stalking Horse waives the contingencies of Section 5.1(c)
and 5.1(d) of the APA by the contingency Deadline, then the
Stalking Horse will file a notice of such waiver with the Court by
Oct. 22, 2020.  If such notice is not filed by Oct. 22, 2020, the
Stalking Horse will no longer be considered the "stalking horse"
for any purpose under the Sale Procedures and will not be entitled
to the break-up fee approved, even if it is not the Prevailing
Bidder at the Auction.

The Auction will be held on Nov. 9, 2020, at 12:00 p.m. (CT) by
zoom at https://usO2web.zoom.us/j/83091604893. No later than Oct.
20, 2020, the Debtor will (1) serve a copy of the Order on all
known creditors and parties in interest; and (2) e-mail copies of
the Order, with the attached Sale Procedures, to all parties with
whom it has discussed a possible sale in the last four months.

Through the sale process, the Debtor may only sell property of its
Estate and any remaining dispute on ownership will be addressed by
the Court at the Sale Approval Hearing.

The Debtor will update Schedule 1.2(a) and must provide to all
interested parties a copy not less than 48 hours before the offer
deadline.

The terms and conditions of the Order will be immediately effective
and enforceable upon its entry.

A copy of the Agreement is available at
https://tinyurl.com/y4zebpma from PacerMonitor.com free of charge.

                      About NessAlla LLC

NessAlla LLC, a company engaged in the business of beverage
manufacturing, sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. W.D. Wis. Case No. 20-11746) on July 6, 2020.  At the
time of the filing, Debtor disclosed total assets of $850,688 and
total liabilities of $1,081,945.  DeMarb Brophy LLC represents
Debtor as legal counsel.



NEUMEDICINES INC: Seeks to Tap Wilson Sonsini as Special IP Counsel
-------------------------------------------------------------------
Neumedicines, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Wilson Sonsini
Goodrich & Rosati P.C. as its special intellectual property (IP)
counsel.

The firm will render these professional services to the Debtor:

     (a) All services related to and customary to the maintenance
and preservation of its IP; and

     (b) Advise the Debtor's other professionals, including, but
not limited to, its general bankruptcy counsel, on strategy and
preservation of the Debtor's IP.

None of the services to be performed by the firm will duplicate the
services performed by any other professionals.

Wilson Sonsini will bill the Debtor for services rendered at the
following hourly rates:

     Matthew J. Bresnahan          $1,100
     Laurie McNamara                 $900
     Members of the Firm     $925 - $1750
     Associates               $510 - $920

The firm has not received any upfront retainer from the Debtor for
the services to be performed herein.

Matthew J. Bresnahan, a partner at the law firm of Wilson Sonsini
Goodrich & Rosati P.C., disclosed in court filings that the firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     Matthew J. Bresnahan, Esq.
     WILSON SONSINI GOODRICH & ROSATI P.C.
     12235 El Camino Real
     San Diego, CA 92130-3002
     Telephone: (858) 350-2226
     E-mail: mbresnahan@wsgr.com

                                About Neumedicines Inc.

Neumedicines, Inc. -- https://www.neumedicines.com/ -- is a
clinical stage biopharmaceutical company engaged in the research
and development of HemaMax, recombinant human interleukin 12
(rHuIL-12), for the treatment of cancer, in combination with
standard of care (SOC, radiotherapy, chemotherapy, or
immunotherapy); and Hematopoietic Syndrome of Acute Radiation
Syndrome (HSARS), as a monotherapy.

Neumedicines, Inc., based in Arcadia, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-16475) on July 17, 2020. In
the petition signed by Timothy Gallaher, president, the Debtor was
estimated to have $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities. The Hon. Ernest M. Robles presides over
the case. The Debtor tapped Weintraub & Seth, APC, as bankruptcy
counsel and the law firm of Wilson Sonsini Goodrich & Rosati P.C.
as special intellectual property counsel.


NEW YORK GRANITE: Interstate Buying All Assets for $26K
-------------------------------------------------------
New York Granite Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the bidding procedures
in connection with the sale of assets, including but not limited to
inventory, equipment, good will, telephone number of (845)
563-0513, and the business name of "New York Granite," to
Interstate Cabinetry, LLC for $26,000, cash, subject to overbid.

The Debtor fabricates and installs granite and sells cabinets and
is located in New Windsor, Orange County, New York.  Its assets
consist of raw materials, a forklift, small hand tools, compressor,
a 2012 Mercedes Benz Sprinter van, as well as its customer list,
good will, telephone number and operating name of "New York
Granite."

The Debtor filed for protection under Chapter 11 of the Bankruptcy
Code in an attempt to restructure its obligations.  Its cash flow
is inadequate to propose a feasible Chapter 11 Plan of
Reorganization.  In addition, the Covid-19 pandemic forced the
closure of the Debtor's operations for a couple of months, further
crippling the cash flow.

An offer has been made by the Buyer, to purchase the Assets of the
Debtor for a total purchase price of $26,000.  The offer to
purchase said Assets of the Debtor is contained in the Offer made
by the Buyer.  In brief, the proceeds from the sale would be paid
to the Debtor's secured creditor, T.D. Bank, N.A.  At the time of
the filing of the petition, the balance due to TD Bank was
approximately $507,128.  The Buyer will assume none of the Debtor's
current obligations.  

The sale contemplated is for substantially all of the Debtor's
Assets.  It is anticipated that the Debtor will terminate its daily
operations upon closing of the sale of the Assets and file a
liquidating Plan of Reorganization or seek a dismissal of the case.


At the time and place of sale, the Debtor proposes the bidding
procedures to enable it to conduct its proposed sale.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Nov. 20, 2020 at 10:00 a.m. (ET)

     b. Deposit: 15% of the bid amount

     c. Auction: If the debtor receives a Qualified Bid by the
Bidding Deadline, an auction will be held on Nov. 23, 2020, at the
offices of the Debtor's counsel, Genova & Malin, LLP, 1136 Route 9,
Wappingers Falls, New York 12590 or at such other date, time and
place as the Debtor will notify all Qualified Bidders and the
Notice Parties entitled to attend the Auction, including remotely
by means accessible to Qualified Bidders and the Notice Parties
(such as Zoom or Webex).  There will be no Auction if there are no
Qualified Bids other than the bid of Interstate.

     d. Closing: Seven days after entry by the Court of the Order
Approving Sale

     e. Break-Up Fee: $2,000

A hearing on the Motion is set for on Nov. 10, 2020, at 9:00 a.m.
Objections, if any, must be filed at least seven days prior to the
return date of the Motion.

A copy of the Bidding Procedures is available at
https://tinyurl.com/y69budv4 from PacerMonitor.com free of charge.

                   About New York Granite Corp.

New York Granite Corporation owns and operates a cabinet and
countertop store for kitchen or bath.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 19-36941) on December 5, 2019.  The Hon. Cecelia
G. Morris oversees the case.  In the petition signed by Wieslaw
Piasecki, president, the Debtor was estimated to have under $50,000
in assets and $1 million to $10 million in liabilities.  The Debtor
is represented by Andrea B. Malin, Esq. and Michelle L. Trier,
Esq., at Genova & Malin.


NKS HOLDINGS: $309K Sale of Baytown Property to Hill Approved
-------------------------------------------------------------
Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized NKS Holdings, Inc.'s sale of
its real property at 4508 Park Shadow Drive, Baytown, Texas, better
described as Lot 3, Block 2, Parkwood Place Sec 2, to Preston Hill
for $309,000, pursuant to the One to Four Family Residential
Contract (Resale).

The liens of Great Central Mortgage Acceptance Co. Ltd. and
Rhapsody Funding, LLC will attach to the proceeds and will be paid
at closing.

The Debtor be allowed to pay all closing costs pertaining to said
sale and outstanding property taxes owed to Harris County and/or
School district at closing.

                       About NKS Holdings

NKS Holdings, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 20-10244) on June 1, 2020, listing under $1
million in both assets and liabilities.  Maida Clark Law Firm,
P.C., is the Debtor's counsel.


NKS HOLDINGS: Hill Buying Baytown Property for $309K
----------------------------------------------------
NKS Holdings, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize the sale of its real property at
4508 Park Shadow Drive, Baytown, Texas, better described as Lot 3,
Block 2, Parkwood Place Sec 2, to Preston Hill for $309,000.

The Debtor has an interest in the property.  The property is listed
on Schedule A of the Debtor's schedules at an approximate value of
$264,926.

A sale of the property has been negotiated by the Debtor to the
Buyer, pursuant to their Four Family Residential Contract (Resale).
The Closing is currently set for Oct, 21, 2020.  The sale will be
free and clear of all liens, with said liens attaching to the
proceeds.

There is an outstanding lien against the property held by (i) Great
Central Mortgage Acceptance Co. Ltd. in the approximate sum of
$168,480; and (ii) Rhapsody Funding, LLC in the amount of $14,332.
If there are any delinquent property taxes, penalties and interest,
they will be paid in full from the proceeds of the sale at the time
of the closing of the sale transaction, and the ad
valorem tax liens for the 2020 tax year are expressly retained
until the payment by the Purchaser of the 2020 ad valorem taxes,
and any penalties or interest which may ultimately accrue to those
2020 taxes, in the ordinary course of business.

The Debtor prays for an order prior to Oct 21, 2020, allowing: (i)
the sale of the property, free and clear of all liens, with said
liens attaching to the proceeds; (ii) any outstanding property
taxes be paid at closing; and (iii) payment of all closing costs
pertaining to said sale.

A hearing on the Motion is set for Nov. 6, 2020 at 9:30 a.m.
Objections, if any, must be filed within 21 days from the date of
service.

A copy of the Contract is available at https://tinyurl.com/y3esxkgn
from PacerMonitor.com free of charge.

                       About NKS Holdings

NKS Holdings, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 20-10244) on June 1, 2020, listing under $1
million in both assets and liabilities.  Maida Clark Law Firm,
P.C., is the Debtor's counsel.



OLINDA LYTLE: Court Confirms Chapter 11 Reorganization Plan
-----------------------------------------------------------
Bankruptcy Judge Neil W. Bason issued an order confirming Debtor
Olinda Esperanza Lytle's proposed chapter 11 plan of
reorganization.

Judge Bason found the plan confirmation hearing was duly noticed to
all creditors, all interest holders, the Office of the United
States Trustee, and all other parties entitled to notice;

The Court said the Plan met all the requisite requirements for
confirmation under 11 U.S.C. Sec. 1129(a) as to all classes.

The Plan was proposed in good faith and not by any means forbidden
by law and the Plan's provisions are consistent with the Bankruptcy
Code.

The Plan is both feasible and not likely to be followed by the need
for further reorganization or liquidation.

The Amended Disclosure Statement, therefore, is approved on a final
basis and the Plan is confirmed subject to incorporation of the
terms of the stipulation with PHH Mortgage Corporation.

A telephonic post-confirmation status conference will be held on
Jan. 12, 2021 at 1:00 p.m. Status report is due by no later than
Dec. 29, 2020, and the Reorganized Debtor must file a status report
explaining what progress has been made toward consummation of the
confirmed plan of reorganization. The initial report must be served
on the United States trustee, the 20 largest unsecured creditors,
and those parties who have requested special notice. Further
reports must be filed every 120 days thereafter and served on the
same entities, unless otherwise ordered by the court.

A copy of the Court's Order is available at https://bit.ly/2HiyKMT
from Leagle.com.

Olinda Esperanza Lytle filed for chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 20-12166) on Feb. 26, 2020, and is
represented by Onyinye Anyama, Esq., as counsel.


ONCE A DOG: $1M Sale of Frederick Property to Schiller Approved
---------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized Once A Dog, Inc.'s sale of the
improved real property located at 6 S. Bentz St., Frederick,
Maryland, to David Schiller for $1 million.

The sale is free and clear of all liens, claims, encumbrances and
interests.

The Debtor is will pay from the proceeds derived from the sale to
satisfy the liens of Sandy Spring Bank and of Sidney Schiller,
closing costs, and all required fees to be paid pursuant to and in
furtherance of the sale of the Property.

                      About Once A Dog Inc.

Once A Dog, Inc., is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)).

On March 9, 2020, creditor Sidney Schiller filed an involuntary
petition against Once A Dog under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 20-13102).  The case is assigned to
Judge Thomas J. Catliota.  Wolff & Orenstein, LLC is the Debtor's
legal counsel.


OUTDOOR HOME: S&P Affirms 'B' ICR on Recapitalization
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
TruGreen L.P. and its parent U.S.–based lawn and shrub care
company Outdoor Home Services Holdings LLC, which is recapitalizing
to fund a $349 million distribution to shareholders and pay related
fees.  The rating agency maintained a stable outlook.

At the same time, S&P is assigning its 'B' issue-level rating to
the proposed first-lien revolving credit facility and term loan.
The '3' recovery rating reflects S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery for lenders in the event
of a default. S&P is also assigning its 'CCC+' issue-level rating
to the proposed second-lien term loan. The '6' recovery rating
reflects S&P's expectations for negligible (0%-10%; rounded
estimate: 0%) recovery for lenders in the event of a default. S&P
will withdraw the issue-level ratings on the existing first-lien
revolver and term loan when the transaction closes. All ratings are
based on preliminary terms and subject to review of final
documentation.

"We expect consistent customer demand and margin expansion from
cost-saving initiatives will result in deleveraging from elevated
post-transaction levels in 2021.  We expect TruGreen's revenues in
2021 to be comparable to prior years due to stable retention rates,
price growth, and acquisitions. These factors offset S&P's forecast
that its service volume will be slightly hampered in its key spring
and summer seasons with suspension of the door-to-door neighborhood
selling program in response to the COVID-19 pandemic in April and
May 2020. We also believe TruGreen's demonstrated ability to serve
customers during the pandemic and its improved digital marketing
capabilities will partially mitigate the risk that renewed
stay-at-home orders would lead to significant customer attrition,"
S&P said.

"Additionally, we believe TruGreen has implemented sustainable
cost-saving initiatives that will expand its EBITDA margin from
expected 2020 levels, reducing leverage to the low-6x area by
year-end 2021. These initiatives are primarily improved labor
efficiencies, including increased adoption of best practices across
the branch network, utilization of service routing technology and
changes to the branch management structure. Moreover, we expect the
company to benefit from lower fuel and chemical costs, driven by
improved procurement practices and purchasing scale," the rating
agency said.

TruGreen's private equity owner's aggressive financial policy has
resulted in a significant debt burden, but S&P believes the company
generates cash flow sufficient to support its debt service.  S&P
estimates TruGreen's total debt will increase about $275 million to
more than $1.4 billion pro forma for the transaction. This will be
the third debt-funded shareholder return under Clayton, Dubilier &
Rice (CD&R). Pro forma for this transaction, S&P estimates CD&R has
extracted approximately $875 million (including $234 million
distribution to acquire 30% ownership stake from The Scotts
Miracle-Gro Co.) from the company, mostly funded by debt.

Despite increased debt, S&P expects annual cash interest expense to
remain around 2019 levels of $90 million due to more favorable
rates. S&P forecasts the company will maintain interest coverage in
the mid-2x area over the next two years. Additionally, S&P believes
free operating cash flows (FOCF) will increase year over year, to
about $90 million in 2021 from $70 million in 2020, due to EBITDA
expansion, low capital requirements, and increased customer use of
upfront payment options. Given the history of debt-financed
dividends, S&P believes leverage will fluctuate between the high-5x
and mid-6x areas.

The stable outlook reflects S&P's view that TruGreen's generally
consistent customer base and EBITDA accretive cost-saving
initiatives will strengthen profitability and move sequential
deleveraging toward the low-6x area in 2021.

S&P could lower the rating if:

-- Leverage increases above 7x, and S&P believes it will remain
there on a sustained basis;

-- EBITDA interest coverage weakens toward the mid-1x area. This
could occur if the customer base sharply declines, reducing EBITDA
about 15%; or

-- It pursues another debt-funded dividend such that leverage is
sustained above 7x.

Given the company's financial sponsor ownership, it is unlikely S&P
would consider an upgrade in the next year. Longer term, S&P would
consider raising the ratings if:

-- The company commits to sustaining debt to EBITDA below 5x. For
this to occur, S&P believes it would have to raise additional
equity capital to reduce the sponsor ownership and repay debt,
possibly from an IPO.


PETSMART INC: Moody's Hikes CFR to B2, Outlook Positive
-------------------------------------------------------
Moody's Investors Service upgraded PetSmart, Inc.'s corporate
family rating and probability of default rating to B2 and B2-PD
from B3 and B3-PD respectively. Additionally, Moody's assigned a B1
rating to its new proposed senior secured term loan, a B1 rating to
its new proposed senior secured notes and a Caa1 rating to its new
proposed senior unsecured notes. The proceeds of the new proposed
facilities will be used to refinance existing debt. The outlook is
positive. The ratings are subject to completion of the transaction
as proposed and review of final documentation.

"The upgrade reflects the governance considerations particularly
its financial strategy associated with the company's significant
debt reduction through proceeds from the monetization of Chewy
stock and additional debt reduction from the expected $1.3 billion
in new equity contribution from the sponsors", Moody's Vice
President Mickey Chadha stated. "In addition, the operating
performance of the company has also been above expectations
especially during the coronavirus related disruptions and we
therefore expect leverage to improve to about 4.5x at the end of
fiscal 2020", Chadha further stated.

Upgrades:

Issuer: PetSmart, Inc.

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Corporate Family Rating, Upgraded to B2 from B3

Assignments:

Issuer: PetSmart, Inc.

Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5)

Outlook Actions:

Issuer: PetSmart, Inc.

Outlook, Changed To Positive From Stable

RATINGS RATIONALE

PetSmart's B2 corporate family rating is supported by the company's
very good liquidity and its position as the largest specialty
retailer of pet products and services in the US. Although the
company's leverage is high with lease adjusted debt/EBITDA expected
to be around 4.5x for fiscal 2020, it has improved significantly as
the company has reduced debt through the monetization of Chewy
stock and improved EBITDA. For the LTM period ended August 2, 2020
leverage was at 5.9x compared to 7.1x at the end of fiscal 2019.
Pro forma for the refinancing, leverage will improve further to
about 4.6x at August 2, 2020 as the sponsors will contribute about
$1.3 billion in equity with proceeds used to further reduce debt.
However, going forward PetSmart's Chewy ownership will transfer to
its parent and will no longer be owned by any subsidiary of
PetSmart. Therefore, Chewy will no longer be consolidated into
PetSmart's results and it will not offer any enhancement in
liquidity or any credit support to lenders. Moody's views the
transfer of Chewy to PetSmart's parent as credit negative and
expects all future proceeds from monetization of Chewy stock will
go to the equity sponsors. Chewy currently has a market value of
about $27 billion. Governance remains a key credit consideration
given that PetSmart's finacial strategies will continue to be
dictated by its private equity owners.

The pet products and services industry remain highly competitive
with increasing competition from the mass retailers including large
chains like Walmart, Target, and Kroger and pure play e-commerce
retailers like Amazon and Chewy. Despite the close to 300% increase
in omnichannel sales which include buy online pickup in store
(BOPIS), ship to home and ship from store, in the first two
quarters Moody's estimates the company's e-commerce penetration
remains low at less than 5%. However, PetSmart has demonstrated the
resilience of its business model as it very successfully navigated
the disruptions caused by the coronavirus pandemic reporting
comparable store sales growth of 5.8% for the first half of fiscal
2020.

Other positive rating factors include PetSmart's well-known
proprietary brands and broad national footprint. The company's
sizeable services offering is a positive as it provides a
defensible market position and is less vulnerable to e-commerce.
The pet products industry in general remains relatively recession
resilient, driven by factors such as the replenishment nature of
consumables and services and increased pet ownership. Moody's
expects the company to continue to report strong comparable store
sales growth in the back half of 2020 as its proprietary brands and
specialty offerings continue to resonate with customers.

The positive outlook reflects Moody's expectation that the current
positive operating trends will be sustained supporting further
improvement in credit metrics over the next 12 months, that
PetSmart's financial strategies will support a further reduction in
leverage and that liquidity will remain very good.

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

Sustained growth in revenue and profitability and continued free
cash flow generation while demonstrating conservative financial
policies could lead to a ratings upgrade. Quantitatively, ratings
could be upgraded if debt/EBITDA is sustained below 4.5 times and
if EBIT/interest expense is sustained above 2.5 times while
maintaining very good overall liquidity.

PetSmart's ratings could be downgraded if same store sales trends
deteriorate or if operating margins erode, indicating that the
company's industry or competitive profile is weakening. Ratings
could also be downgraded if the company's financial policies were
to become aggressive particularly in terms of dividends and
acquisitions or if liquidity deteriorates. Quantitatively, a
ratings downgrade could occur if debt/EBITDA does not improve and
remains above 5.75 times or EBIT/interest is sustained below 1.5
times.

PetSmart, Inc. is the largest specialty retailer of supplies, food,
and services for household pets in the U.S. The company currently
operates close to 1,647 stores in the U.S. and Canada. Revenues
totaled $7.4 billion (excluding Chewy) for LTM period ended Aug 1,
2020. The company is owned by a consortium of sponsors including BC
Partners, Inc., La Caisse de dépôt et placement du Québec,
affiliates of GIC Special Investments Pte Ltd, affiliates of
StepStone Group LP, and Longview Asset Management, LLC. PetSmart
currently owns 59% of Chewy, a leading online retailer of pet food
and products in the United States. However, post transaction
PetSmart will not own Chewy.

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


PINNACLE DEMOLITION: Hires Rabinowitz Galina as Legal Counsel
-------------------------------------------------------------
Pinnacle Demolition and Environmental Services Corp. seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to hire Rabinowitz, Galina & Rosen as its legal
counsel.

The services Rabinowitz Galina will render are as follows:

     a) represent Debtor in pending litigations;

     b) liaise with Debtor's bankruptcy counsel, Joseph Fazio,
Esq., to administer its Chapter 11 case; and

    c) render other additional services required by the Debtor.

Rabinowitz's fees range from $200 per hour for clerks' and
paraprofessionals' time and $400 per hour for attorney time.

Michael Rabinowitz, Esq., a member of Rabinowitz, disclosed in a
court filing that the firm's attorneys are "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Michael M. Rabinowitz, Esq.
     Rabinowitz, Galina & Rosen
     94 Willis Avenue #2
     Mineola, NY 11501
     Phone: 516-739-8222
     Fax:   516-739-8225

                   About Pinnacle Demolition and
                   Environmental Services Corp.

Pinnacle Demolition and Environmental Services Corp. filed its a
voluntary petition under Chapter 11 (Bankr. E.D.N.Y. Case No.
20-43057) on Aug. 24, 2020. At the time of filing, the Debtor
estimated $100,001 to $500,000 in assets and $1,000,001 to
$10,000,000 in liabilities.  Judge Elizabeth S. Stong oversees the
case.  Joseph A. Fazio, Esq., serves as Debtor's legal counsel.


PRETIUM PKG: 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 Pretium PKG Holdings, Inc.
Moody's also assigned a B2 rating to the proposed $530 million 1st
lien senior secured term loan and a Caa2 rating to the proposed
$170 million 2nd lien senior secured term loan. The proceeds of the
proposed debt issuance will be used to pay dividends to the
company's shareholders and refinance existing debt. The ratings
outlook is stable.

Assignments:

Issuer: Pretium PKG Holdings, Inc.

Corporate Famility Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)

Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: Pretium PKG Holdings, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

The B3 corporate family rating reflects the company's small scale
relative to most rated plastic packaging peers, high leverage and
aggressive financial policy as evidenced by a dividend
recapitalization within the first year of ownership and history of
acquisition-driven growth to build out the current product
platform. Pro forma for the proposed dividend recapitalization,
Moody's estimates debt/EBITDA (including Moody's standard lease
adjustment) at 7.4x in the twelve months ended September 30, 2020
and EBITDA/Interest at 2.4x. Including approximately $10.5 million
of expected synergies, debt/EBITDA is 6.7x and EBITDA/Interest is
2.6x. Moody's expects continued volume growth and synergy
realization to support earnings and free cash flow growth over the
next two years, which would allow the company to lower leverage to
6.2x in fiscal 2021 and 5.5x in fiscal 2022, assuming free cash
flow is applied to debt reduction. However, historically the
company generated negative free cash flow due to costs related to
operational improvements and acquisitions (5 completed since 2016
under current management) and elevated capex to fund growth. The
company needs to demonstrate continued volume and free cash flow
growth to improve its credit metrics.

The rating and projected free cash flow are supported by strong
EBITDA margins (over 20%) and expected continued margin expansion
due to completed cost-cutting initiatives and operational
improvements. The rating also benefits from strong volume growth in
diverse and mostly stable end markets. The company generates over
50% of sales from packaging for less cyclical end markets such as
food and beverage and household and commercial chemicals (cleaners)
and the rest from packaging for healthcare, wellness and personal
care products. Volumes declined in the healthcare segment in fiscal
2020 due to a sharp decline in routine testing and elective medical
procedures amid the coronavirus pandemic and in wellness (e.g.
protein powers) with gym closures, but are expected to slowly
recover. The food and beverage and household and commercial
cleaning segments saw strong growth due to pantry restocking and
increased demand for cleaning products and also benefit from
capital investments completed in 2019 and 2020. Moody's expect
continued organic growth after the company completed the build-out
of its product platform through acquisitions and invested in new
equipment. The credit profile is also supported by a diverse
customer base and ability to pass through resin costs on the
majority of its business (85% of business under contract with resin
pass-throughs).

As a plastic packaging manufacturer, Pretium has moderate
environmental risks due to increasing regulatory and consumer
concerns about plastic packaging, particularly single-use plastic
packaging, even as near-term single-use, disposable items are
preferable during the pandemic. In addition, many of Pretium's top
customers have adopted various sustainability targets including
recycled content in their products. Moody's believes Pretium has
established expertise in complying with environmental and business
risks and has incorporated procedures to address them in their
operational planning and business models, including using
post-consumer recycled resin in its production process. Pretium has
not disclosed any sizeable accrued environmental liabilities.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. In most jurisdictions food packaging production was
deemed an essential service, which allowed Pretium to continue to
supply its customers.

Governance risks are heightened given Pretium's private-equity
ownership and aggressive financial policy, including the dividend
recapitalization within the first year of ownership and history of
acquisition-driven growth. The current credit facilities include
incremental debt capacity the greater of $115 million or 100% of
consolidated EBITDA plus voluntary prepayments.

Moody's expect the company to have good liquidity over the next 12
to 18 months, supported by availability on the proposed $60 million
five-year asset-based revolver and projected free cash flow
generation (once transaction costs are excluded). The proposed
asset-based revolver will expire in 2025. The term loan
amortization is 1% or $5.3 million a year. The revolver is expected
to have a springing 1.0x fixed charge covenant if availability
falls below 10%. Moody's does not project the company to trigger
the covenant. All assets are substantially encumbered by the
secured facilities limiting alternative liquidity sources.

The proposed $530 million first lien term loan is rated B2, one
notch above the B3 corporate family rating reflecting its priority
lien on the collateral (1st lien on PP&E and 2nd lien on accounts
and receivable and inventory that secure the proposed $60 million
asset-based revolver (unrated)). The rating also benefits from loss
absorption provided by the proposed $170 million second lien term
loan, which is rated Caa2. The loans are guaranteed by domestic
operating subsidiaries. Guarantors generate approximately 93% of
sales and EBITDA.

The stable ratings outlook reflects expectations that the company
will continue to demonstrate volume and earnings growth and apply
generated free cash flow to debt repayment.

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

Moody's could upgrade the rating if the company maintains strong
EBITDA margins and improves its credit metrics. Specifically,
Moody's could upgrade the rating if Debt/EBITDA falls below 5.75
times, EBITDA/Interest improves above 3.0x and FCF/Debt improves to
3%.

Moody's could downgrade the rating if the company fails to realize
projected volume and earnings growth. Specifically, Moody's could
downgrade the rating if Debt/EBITDA remains above 6.5x,
EBITDA/Interest falls below 2x and FCF/Debt remains negative.

Headquartered in Chesterfield, Missouri, Pretium PKG Holdings, Inc.
is a manufacturer of rigid plastic containers for variety of end
markets, including food and beverage, chemicals, healthcare,
wellness and personal care. Pretium PKG Holdings, Inc. is a
portfolio company of Clearlake since January 2020. The company had
sales of $473 million in the 12 months ended September 30, 2020.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.


PRIME HEALTHCARE: Fitch Gives 'B(EXP)' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'B(EXP)' Long-Term Issuer Default
Rating (IDR) to Prime Healthcare Services, Inc. (PHSI), a
privately-held operator of 31 for-profit hospitals in the United
States. PHSI's strategy is to acquire and improve the operations of
underperforming hospitals typically located in areas surrounding
large MSAs.

Fitch has also assigned a 'B+(EXP)'/'RR3' rating to the
to-be-issued senior secured notes and 'BB(EXP)'/'RR1' to the
to-be-entered into ABL. Fitch expects to convert the expected
ratings to final ratings upon completion of the debt transactions
and receipt of the final documentation. The Rating Outlook is
Stable.

KEY RATING DRIVERS

Durable Cashflows Relative to Typical Corporate: Hospital operators
such as PHSI tend to exhibit more durable revenues and EBITDA than
the typical corporate issuer due to the generally less economically
cyclical and non-discretionary demand for care. Cash conversion is
fairly predictable with high-quality receivable counterparties
(i.e. Medicare, state Medicaid programs and commercial insurers)
and good visibility into future capital expenditure requirements.

Growth via Acquisitions and Operational Improvements: PHSI has been
highly acquisitive since its formation and could remain so. PHSI
currently operates 31 hospitals (plus an additional 15 on behalf of
a related party, Prime Healthcare Foundation [PHF], in exchange for
a management fee) up from one in 2001 and two in 2005.

PHSI's acquisition strategy focuses on acquiring underperforming
emergency department-centered hospitals and improving their
operating and financial performance. Recent, albeit anecdotal,
examples indicate PHSI is largely successful in executing this
strategy as measured by quality of care statistics, cost reductions
and, to a lesser extent, revenue improvements. The influence of the
latter going forward is unclear as Fitch is unable to ascertain the
degree to which previous improvements in case mix were attributable
to fixing suboptimal billing practices (e.g. avoidable claim
denials) by the acquired hospitals' previous owners or whether it
was due to less justifiable billing and admissions practices such
as those alleged in disputes with payors. Continued successful
execution of the turnaround strategy for acquisitions will have a
large influence on trends in margins and cashflows given the
company's smaller scale.

Potential for More Volatility than Peers: Fitch expects that PHSI
could exhibit more volatile EBITDA and cashflows through-the-cycle
than its for-profit hospital peers due to a few factors including
geographic concentration, smaller scale, its focus on the emergency
department and the significant impact programs such as California's
Hospital Quality Assurance Fees (QAF) have on margins. Fitch is not
assuming any meaningful changes to PHSI's cashflows in the
short-to-medium term as the QAF program was made permanent in CA
and threats such as the Medicaid Fiscal Accountability Rule (MFAR),
which could have reduced funding, have been rescinded. However, the
MFAR proposal is emblematic of the potential for impactful changes
that could result in lower cashflows at hospitals such as PHSI's.

The emergency department focus has offsetting implications for
PHSI. Patient volumes should be fairly durable in the short-term,
because demand is less-discretionary than other service lines. This
is offset in part by lower margins due to the payor mix skewing
toward Medicare and Medicaid, which pay at lower rates than
commercial insurers for the same care delivered.

This turnaround emergency department strategy compares with that of
its larger for-profit peers, which tend to focus on improving their
share in each market to strengthen negotiating power with
commercial payors and achieve cost synergies from economies of
scale. Peers tend to use a hub-and-spoke approach in each market
with the hospital at the center and lower cost or more convenient
settings such as referring physician groups, ambulatory surgery
centers and free-standing emergency departments and urgent care
centers as the spokes. These settings allow peers to capture
higher-margin elective surgeries and longer-term services (e.g.
oncology) and hedge against the volume loss from payors
incentivizing volumes to migrate to lower-cost settings.

Over the longer term, PHSI may face volume and margin pressure as
payors seek to reduce healthcare expenditure growth by
incentivizing care that can safely occur in lower cost settings to
do so (i.e. away from higher cost settings such as the emergency
department). For the proportion of volumes that, by definition, are
an emergency and best cared for in that setting, payors may ration
their financial resources, thus pressuring rate growth. Prime's
operating statistics indicate it has not been immune to these
volume pressures. PHSI's emergency room volumes have declined in
each of the past three years, in contrast to public peers that have
seen slightly positive growth in adjusted admissions. PHSI's
relative underperformance has been less significant when measured
by revenues per adjusted admission. These trends may continue as
more patients are covered by managed care programs rather than
directly by Medicaid or Medicare.

Conservative Financial Policies: Fitch expects PHSI will operate
with leverage in the 3.5x-4.0x range through 2022 which is amongst
the lowest for for-profit providers, generally and for-profit
hospitals, specifically. Fitch expects PHSI will generate durably
positive FCF through the forecast though it will be volatile in
2020 and 2021 due to the timing of grants and advances received
under the CARES Act. The ratings and forecast consider the
potential that leverage could trend higher than management's
expectations given the acquisitive history and likelihood of more
acquisition opportunities.

Governance Increases Potential Risk: PHSI is a privately-held
company with concentrated ownership that can influence decisions
through its senior management position(s) and its position on and
rights related to changes to members of the Board of Directors.
PHSI has a history of related-party transactions (including
donation of hospitals from PHSI to PHF), a more complex corporate
structure, and impairments and covenant waivers during benign
economic and operating environments. Moreover, financial and
operational disclosures are less robust than public peers making it
incrementally more challenging to assess operating performance and
the merits of certain related-party transactions.

Fitch also notes the company's legal disputes and settlements with
the government and payors (including two active Department of
Justice investigations) have focused on alleged behaviors that, if
true, would undermine some but not all of the operational and
financial improvements. Fitch notes PHSI (along with PHF and
Prime's founder and CEO) entered into a settlement agreement with
the Department of Justice in 2018 for $65 million and has an
outstanding judgement against it related to a dispute with Kaiser
Permanente for $46 million.

These factors, while not individually unique to PHSI, are more
prevalent with PHSI and, in the aggregate, constrain the ratings
but do not explicitly have a negative impact. Fitch is not
asserting that the company's actions heretofore have been untoward
but simply that, to the extent possible under the debt documents,
the company may take actions that may be to the benefit of
ownership and to the detriment of creditor recoveries in the event
of a default or restructuring. Moreover, Fitch also notes the
potential for non-recurring, but material cash outflows related to
these items.

Coronavirus Pandemic Affecting Operations: Depressed volumes of
elective patient procedures have weighed on PHSI's revenue and
operating margins in 2020. PHSI's emergency department focused
volumes were not immune from the broader trends of healthcare
providers generally cancelling elective procedures in both
inpatient and outpatient settings to increase capacity for COVID-19
patients, and in response to government orders. Fitch believes PHSI
has sufficient headroom in the 'B(EXP)' rating to absorb these
effects, which is predicated on an assumption that the recovery in
patient volumes experienced beginning in 2Q20 will be durable.
There could be downward pressure on the rating if the business
disruption depresses cash flow more than Fitch currently
anticipates. This could be as a result of a patient preference to
avoid elective care or because the healthcare services segment
proves more economically sensitive than during past U.S. economic
recessions.

DERIVATION SUMMARY

Compared with rated for-profit healthcare providers, Prime
Healthcare Services, Inc. (B[EXP]/Stable) is smaller in terms of
revenue and more geographically concentrated, which increases the
potential for volatility in EBITDA and FCF. Moreover, its hospitals
tend to be more reliant on government payors and emergent care
volumes than elective procedures, which provides some durability to
revenues in exchange for lower margins due to the relative payment
rates and lower acuity mix. This can be seen in its lower level of
revenues and EBITDA compared with Universal Health Services despite
a similar number of hospitals.

PHSI offsets some of the aforementioned risks by operating with
leverage toward the low end of the range compared with that of
publicly traded hospitals. Universal Health Services (BB+)
typically maintains leverage in the 2x-3x range, HCA, Inc. (BB) in
the 3x-4x range, Tenet Healthcare Corp. (B), which has been around
7x in recent years and Community Health Systems, Inc. (CCC), which
has had leverage exceeding 9x.

Compared with the other hospital peers, Prime has relationships
with a number of related entities, including contributing hospitals
to and managing on behalf of PHF. The company is also private and
its disclosures are adequate but below the standard of public
filers. Combined, these factors introduce governance, group
transparency, and financial transparency risks, which are less
relevant in the analysis of its public peers.

Fitch does not consider there to be a parent/subsidiary
relationship between Prime Healthcare Services, Inc. and Prime
Healthcare Foundation (BBB-/Stable) as they are independent
entities, PHF is not owned by PHSI nor Prime Healthcare Holdings,
Inc., the debt is not nor expected to be guaranteed or cross
defaulted and Fitch does not expect that PHSI would provide
financial support to PHF. However, there is some operational
overlap as PHSI manages hospitals on behalf of PHF.

In assessing PHSI, Fitch has considered PHSI's real estate lease
liabilities to be debt rather than non-debt liabilities, which is a
variation from the Corporate Rating Criteria. The variation is
based on their materiality (i.e. the largest obligation that are
crossed and act as one obligation), their ability to trigger a
default as guaranteed by PHSI, the fact that the leased real estate
is core to the operating strategy and that use of sale leasebacks
has been the strategy to fund acquisitions. The variation did not
result in a different rating category outcome.

No country ceiling, operating environment or parent and rating
subsidiary analysis influenced the ratings.

KEY ASSUMPTIONS

  -- Leverage (as measured by gross debt including lease
liabilities to recurring operating EBITDA) sustains in the
3.5x-4.0x range as a result of:

  -- The acquisition of St. Francis in 2H20 with realization of
identified cost synergies;

  -- Low-single digit top line growth thereafter;

  -- Operating margins decline by approximately 300bps in 2020 as a
result of the coronavirus pandemic and recover in 2021 but do not
grow thereafter assuming the economic consequences of the pandemic
result in fewer commercially insured volumes thereafter;

  -- FCF is volatile in 2020 and 2021 due to the recognition and
partial repayment of grants and advances received through the CARES
Act and is durably positive thereafter;

  -- FCF also assumes no material changes to the company's capital
expenditure or dividend payments, some litigation payments and no
significant acquisitions/dispositions.

RATING SENSITIVITIES

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

  - Demonstrated improvement in operating fundamentals (i.e.
volumes) and Fitch's expectation that the

improvement is sustainable, or;

  - PHSI successfully pivoting its portfolio away from the
emergency room and thereby better aligning its volume growth with
secular trends;

  - Positive momentum would further be governed by one of the items
above occurring in conjunction with improvements in its governance
structure such that it is no longer a constraint on the rating(s).

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

  - Fitch's expectation of a deterioration in FCF from 'durably
positive' toward break-even and/or with greater volatility;

  - Fitch's expectation of leverage sustaining above 5x;

  - Further evidence of weak corporate governance as described in
Fitch's Corporate Rating Criteria such that it warrants a lower
rating in and of itself.

LIQUIDITY AND DEBT STRUCTURE

Debt Structure: Pro forma for the debt transactions, PHSI's
capitalization will be comprised of a $400 million ABL, $610
million of senior secured notes, approximately $860 million of
lease liabilities, approximately $150 million of mortgages and
hospital-level debt and $18 million of other debt. The senior
secured notes have an equity interest in the collateral pledged to
the lease liabilities and mortgages and hospital-level debt.

Liquidity Sufficient: Pro forma for the debt transactions, PHSI's
liquidity will be comprised of the undrawn $400 million ABL
facility and approximately $270 million of cash. Fitch also
generally expects positive FCF sufficient to cover operating needs,
though choppy in 2020-2021 as a result of government stimulus
funding, Medicare advances, and the associated repayment of those
advances. Uses of liquidity are manageable through the rating
horizon and are comprised largely of committed capex and potential
payments on contingent liabilities.

Derivation of Recovery Ratings and Debt-Level Ratings: The
'BB(EXP)'/'RR1' and 'B+(EXP)'/'RR3' ratings for PHSI's ABL facility
and the senior secured first-lien notes, respectively, reflect
Fitch's expectation of recovery for the ABL facility in the 91% to
100% range and recovery for the first lien secured notes in the
51%-70% range under a bankruptcy scenario. The instrument ratings
for PHSI's debt are notched from its 'B(EXP)' IDR based on a
bespoke analysis. The recovery analysis assumes that Prime
Healthcare Services, Inc. would be reorganized as a going concern
in bankruptcy rather than liquidated.

Fitch estimates an enterprise value (EV) on a going concern basis
of $1.2 billion for PHSI. The EV assumption is based on
post-reorganization EBITDA after dividends to associates and
minorities of approximately $220 million and a 6.25x multiple and a
deduction of 10% for administrative claims.

Fitch projects a post-restructuring sustainable cash flow, which
assumes both depletion of the current position to reflect the
distress that provoked a default, and a level of corrective action
that Fitch assumes either would have occurred during restructuring,
or would be priced into a purchase price by potential bidders. The
GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation.

Fitch assumes a scenario in which PHSI could default or restructure
if EBITDA were to decline toward $300 million, which would imply
elevated refinancing risk due to the leverage multiple nearing the
acquisition multiples for the hospitals and the company operating
at a meaningful FCF deficit, which would not be sustainable. EBITDA
at these levels could occur in a scenario where there was a
meaningful reduction in per treatment Medicaid and/or Medicare
reimbursement rates, changes to provider fee programs and/or if
there were negative impacts to the fees received from the
non-profit foundation.

Fitch assumes that upon entering bankruptcy/default, PHSI would be
unable to improve EBITDA as a unilateral reduction in government
rates would likely have limited cost offsets, particularly for a
hospital operator that has already improved the financial and
operating results of the acquired hospitals by reducing redundant
costs. Fitch expects the going concern EBITDA would be below the
EBITDA upon entering bankruptcy as Fitch assumes the potential loss
of the management fees it earns from the hospitals owned by Prime
Healthcare Foundation given contractual rights afforded to PHF and
financial incentives for ownership that could conflict with
creditors. Fitch also assumes that were the senior secured note
lenders to enforce their rights related to the hospitals for which
they have a first-lien, they would incur additional operating
expenses and general and administrative expenses reflecting the
loss of economies of scale.

The EV multiple of 6.25x EBITDA considers the historical bankruptcy
case study exit multiples for peer companies with a median of
6.0x-6.5x, the recent emergence of Quorum Health Corporation, a
rural hospital operator at 6.3x, recent acquisition multiples for
hospitals acquired by PHSI, trading multiples for publicly-traded
hospitals that have fluctuated between approximately 6.5x and 9.5x
since 2011 and the privatization multiple for LifePoint Health of
7.5x.

In applying the distributable proceeds, Fitch assumes $375 million
is drawn against the ABL, which would recover 100%. Fitch applied
the post-ABL distributable proceeds proportionally between the $610
million of senior secured notes and the $1.0 billion of mortgages,
notes and other debt based on Fitch's estimate of the amount of
EBITDA generated by each group's collateral.

Fitch has not assumed any material collateral leakage via
dispositions, contributions, restricted payments, etc. ahead of a
restructuring/bankruptcy though notes the possibility for such,
particularly via restricted payments, based on the draft terms of
the debt agreements.

CRITERIA VARIATION

Amounts of sale-leaseback liabilities were judged to be debt-like
and included as debt, for which a variation was approved.

ESG Considerations

PHSI has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to pressure to contain healthcare spending growth,
highly sensitive political environment, and social pressure to
contain costs or restrict pricing, which has a negative impact on
the credit profile, and is relevant to the rating in conjunction
with other factors.

PHSI has an ESG Relevance Score of '4' for Governance Structure due
to the significant control the Reddy family has via its ownership,
its senior management position(s) and the ability to influence the
composition of the Board of Directors. Disclosure regarding
relevant expertise and successful oversight by the Board of
Directors is limited.

PHSI has an ESG Relevance Score of '4' for Group Structure due to
the degree to which there have been related party transactions
where benefits to the ownership have been clearer than the benefits
to other stakeholders.

For example, the contribution of PHSI hospitals to PHF could have
had positive tax consequences for ownership but moved 15 assets out
of the borrower group (approximately 1/3). PHSI retains some of the
hospitals' cashflows through management fees.

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.


PRIME HEALTHCARE: Moody's Assigns B1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
B1-PD Probability of Default Rating to Prime Healthcare Services,
Inc. The rating agency also assigned a B2 rating to Prime
Healthcare's new senior secured notes. The outlook is stable.

Proceeds from Prime Healthcare's new senior secured notes will be
used to refinance existing debt and lower interest expense. "The
new entity-based ratings balance the risks of Prime Healthcare's
unresolved litigation claims, high risk-high reward acquisition
strategy, and focus on low reimbursement payers against the
company's good scale and relatively moderate financial leverage as
compared to other rated for-profit hospitals," commented Moody's
Vice President/Senior Credit Officer Jonathan Kanarek. The B2
instrument rating on Prime Healthcare's new senior secured notes
reflects the presence of the company's $450 million ABL facility
(unrated) in the capital structure.

Ratings assigned:

Prime Healthcare Services, Inc.

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Gtd Senior secured notes due 2025 at B2 (LGD4)

The outlook is stable.

RATINGS RATIONALE

Prime Healthcare's B1 Corporate Family Rating reflects Moody's
expectation that the company will operate with modest organic
growth, moderately high financial leverage and limited free cash
flow while pursuing an aggressive acquisition strategy over the
next 12-18 months. The company's acquisition strategy, which
typically focuses on turnaround situations introduces integration
risk and may require time and investment in order to augment the
operating results of those hospitals Prime chooses to acquire. The
ratings are also constrained in part by geographic concentration
with California and Nevada comprising around half of the revenues
and EBITDA as a result of its clustering strategy for its hospital
operations. Despite some progress, the company's ongoing litigation
risk is another constraining factor.

The B1 Corporate Family Rating is supported by Prime Healthcare's
good scale as one of the largest for-profit hospital operators in
the US and the company's track record for being able to turnaround
underperforming or distressed hospital assets. It is also supported
by Moody's expectation for very good liquidity over the next 12-18
months.

The stable outlook reflects Moody's expectation that Prime
Healthcare will continue to operate with good scale, modest organic
growth, and moderately high financial leverage of around 4.0 times
on an adjusted debt/EBITDA basis.

With respect to governance, Prime Healthcare is owned by three
family trusts that are connected to the company's founder. The
company files its taxes as an S corporation and as such does not
pay federal taxes. The stockholder in the company is taxed on its
proportionate share of the company's taxable income. The company
distributes funds necessary to satisfy the stockholder's tax
liability. The company's acquisition strategy relies on Prime
Healthcare's ability to target, finance and integrate underpriced
distressed hospital assets into its business.

As a for-profit hospital operator, Prime Healthcare faces high
social risk. Moody's regards the coronavirus outbreak as a social
risk under its ESG framework, given the substantial implications
for public health and safety. As of June's, end, the company's
total surgeries and emergency room visits had returned to roughly
90% and 75%, respectively, of normal levels from their April lows
as a result of the COVID-19 pandemic. Although hospitals have
applied valuable learnings to better deal with surges of COVID-19
patients, Moody's expects that the earnings recovery for hospitals
will be slow, not linear, and varied across different US
geographies.

Other social risks facing for-profit hospital operators such as
Prime Healthcare include the affordability of hospitals, the
practice of balance billing, and price transparency. Hospitals are
now required to publicly provide the list price of all of their
services, although compliance and practice is inconsistent across
the industry. Additionally, hospitals rely on Medicare and Medicaid
for a substantial portion of reimbursement. Any changes to
reimbursement to Medicare or Medicaid directly impacts hospital
revenue and profitability. In addition, the social and political
push for a single payor system would drastically change the
operating environment.

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

The ratings could be downgraded if Prime Healthcare undertakes
significant debt-funded acquisitions or shareholder initiatives. A
downgrade could also ensue if the company experiences operating
weakness or integration challenges related to future acquisitions
or faces increased litigation risk. Finally, sustained negative
free cash flow or debt/EBITDA being sustained above 5.0 times could
induce a ratings downgrade.

The ratings could be upgraded if Prime Healthcare improves its
diversification of revenue by state and setting of care. The
ratings could also be upgraded if the company is able to fund
future acquisitions through internally generated cash and sustain
debt to EBITDA below 4.0 times. Additional resolution of the
company's outstanding litigation claims and the ability to remain
in compliance with the terms of its corporate integrity agreement
with the government would be needed for a rating upgrade.

Prime Healthcare Services, Inc., headquartered in Ontario, CA, is
an owner and operator of acute care hospitals. The company
currently owns and operates 31 hospitals and manages the operations
of 15 additional hospitals for Prime Healthcare Foundation, a
not-for-profit public charity. The company's revenue for the twelve
months ended June 30, 2020 was approximately $3.7 billion.

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


PROVIDENCE SERVICE: Moody's Assigns B1 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
B1-PD Probability of Default Rating to Providence Service
Corporation. Through its fully-owned subsidiary LogistiCare
Solutions, LLC, PRSC is the nation's largest manager of
non-emergency medical transportation programs for state governments
and managed care organizations. Concurrently, Moody's assigned a B2
rating to PRSC's offering of $500 million senior unsecured notes
due 2025, as well as an SGL-2 Speculative Grade Liquidity rating,
signifying good liquidity. The outlook is stable.

The proceeds from this debt issuance, along with revolver
borrowings, will be used to fund the $575 million acquisition of
Simplura Health Group, a provider of non-medical home care
services, and pay related transaction fees and expenses.

The B2 rating assigned to the senior unsecured notes reflects their
structural subordination to the secured debt in the company's
capital structure, comprised of a $225 million (unrated) revolving
credit facility.

Ratings assigned:

Issuer: Providence Service Corporation

Probability of Default Rating, Assigned B1-PD

Corporate Family Rating, Assigned B1

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Unsecured Notes due 2025 at B2 (LGD4)

Outlook Actions:

Issuer: Providence Service Corporation:

Outlook, Assigned Stable

All ratings are subject to receipt and review of final
documentation

RATINGS RATIONALE

PRSC's B1 Corporate Family Rating is constrained by its high
reliance on Medicaid funding, and the risk that state or federal
policy changes or budget constraints will pressure demand or
pricing for PRSC's services. The non-emergency medical
transportation ("NEMT") business is also subject to margin
variability based on utilization of services and transportation
rates. Vulnerability to wage pressures, high employee turnover and
a lack of meaningful barriers to entry for the non-emergency
transportation and personal care services also constrain the credit
profile. The rating is also constrained by moderate geographic
concentration. Within the NEMT business, five states make up
approximately 43% of company's revenue. While the acquisition of
Simplura will expand PRSC's geographic footprint, Simplura itself
has a significant concentration in New York and Pennsylvania.

The B1 rating is supported by the company's moderate debt/EBITDA of
approximately 3.6 times, including Moody's adjustments. Moody's
expects that, as a publicly traded company, PRSC will maintain
moderate financial policies. The company also benefits from good
scale with revenues of approximately $1.9 billion (pro forma for
the acquisition of Simplura) and leading market positions in both
NEMT and home services. Simplura will diversify PRSC's service
offerings and, with high-single-digit EBITDA margins, the
acquisition will also boost PRSC's profitability. Moody's believes
the non-medical home care business will benefit from favorable
industry dynamics, including an aging population, as well as a
shift by state Medicaid programs as well as managed care
organizations (MCOs) towards home-based care to gain cost
efficiencies and provide a better patient environment.

The SGL-2 Speculative Grade Liquidity rating reflects the company's
good liquidity. Cash balances will be approximately $183 million at
the close of the transaction, and Moody's expects the company will
fund all basic cash obligations from internal sources over the next
12 to 18 months. The company has a $225 million revolving credit
facility, expiring in 2023, which Moody's expects will have roughly
$107 million drawn at close of the transaction, but will be paid
down over the next 12-18 months. The company's secured revolver is
subject to maximum total net leverage covenant which will have
ample headroom.

The stable rating outlook reflects Moody's expectations that PRSC
will successfully integrate the acquisition of Simplura, and that
the company will generate mid-single digit revenue growth and
strong cash flows, and maintain debt/EBITDA below 4.0 times as it
pursues tuck-in acquisitions to supplement its organic growth.

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

The ratings could be upgraded if the company delivers sustained
revenue and earnings growth with increased stability in profit
margins and successful integration of Simplura. A commitment to
conservative financial posture partially evidenced by debt/EBITDA
sustained below 3.5 times, along with a record of strong positive
free cash flows could also support a upgrade.

The ratings could be downgraded if operational performance
deteriorates, the company has challenges integrating Simplura, or
the company experiences significant profit margin pressure.
Quantitatively, if debt/EBITDA is sustained above 4.5x the ratings
could be downgraded. PRSC's ratings could also be downgraded if
liquidity deteriorates.

Social and governance considerations are material to PRSC's credit
profile. The rating reflects social risk as a result of the
coronavirus outbreak given its risk to patient and service
providers' health and safety. Aside from coronavirus, PRSC's profit
generation is highly reliant on reimbursement from Medicaid,
causing exposure to regulatory changes and budgetary pressure.
Further, there is reputational risk if a patient is harmed in the
care of one of PRSC's employees, particularly given the fragile
nature of patients. Failure to properly credential and back-ground
check employees could lead to reputational and or legal risks.
However, positive social considerations include the expanding
Medicare and Medicaid population, and a growing focus on
value-based health and addressing the social determinants of
health. These trends will benefit the company.

Among governance considerations, the ratings reflect Moody's
expectations that as a publicly traded company, PRSC will maintain
moderate financial policies. At the same time, Moody's expects that
PRSC will continue to pursue growth and will likely build its
non-medical home care business through acquisitions.

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

Headquartered in Denver, Colorado, Providence Service Corporation
("PRSC") through its fully-owned subsidiary LogistiCare Solutions,
LLC, is the nation's largest manager of non-emergency medical
transportation programs for state governments and managed care
organizations. In September 2020, PRSC entered into a definitive
agreement to acquire Simplura Health Group, a leading provider of
non-medical home care services to Medicaid patient populations,
including seniors and disabled adults, in need of care monitoring
and assistance performing activities of daily living. PRSC
generated pro forma revenues of approximately $1.9 billion for the
twelve months ended June 30, 2020.


PROVIDENCE SERVICE: S&P Assigns 'B+' ICR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to Denver
and Atlanta-based Providence Service Corp. (PRSC) and its 'B+'
issue-level rating and '4' recovery to its $500 million senior
unsecured notes. The '4' recovery rating indicated its expectation
for meaningful recovery (30%-45%; rounded estimate: 35%) of
principal in the event of a default.

The stable outlook reflects S&P's expectation that the company's
adjusted leverage will remain in the 3x-4x range given the rating
agency's forecast for organic revenue growth in the mid- to
low-single digit percent range and adjusted EBITDA margins in the
7%-8% range.

"Our ratings on PRSC primarily reflect its narrow line of business,
focus on Medicaid-related services, and geographic concentration.
We believe the company's most significant credit risk is its high
dependence on government contracts with U.S. state and local
agencies," S&P said.

PRSC is by far the largest player in the U.S. non-emergency medical
transportation (NEMT) market and is about 4x the size of its
closest competitor. The rest of the market is highly fragmented
among small, local transportation providers. Although the company
operates in 49 states, it has a narrow business focus with a
significant dependence on state government and managed Medicaid
(MCO) contracts.

The acquisition of Simplura will support PRSC's continued focus on
serving Medicaid beneficiaries (over 90% of its revenue) who often
need help with daily activities, including transportation, personal
care, and other daily tasks. S&P believes that Medicaid coverage is
vulnerable to cuts due to state budgetary constraints, especially
in the near term given the shape of most state budgets amid the
current recession, but anticipate the reimbursement rates for both
NEMT and home care will likely be resilient over the longer term.
S&P also believes state Medicaid agencies (accounting for roughly
half of of the company's revenue) can create some liquidity risks
for PRSC by delaying payments (which can increase during periods of
budgetary pressure), although the rating agency views Medicaid as
ultimately a reliable payer and believe the company has adequate
liquidity to absorb temporary payment delays.

The Simplura acquisition will help diversify the company's
services.  S&P does not believe the Simplura acquisition will
provide PRSC with material overall diversity because the company
derives all of its revenue from Medicaid payers, which S&P views as
a key credit risk. However, Simplura will provide PRSC with a
position in a different segment of the Medicaid-related services
industry and access to a faster-growing market. Specifically, the
acquisition will contribute Simplura's non-medical home care
services business, which will shift the company's pro forma revenue
mix to 76% NEMT services and 24% home care services. However,
PRSC's EBITDA will be closer to a 70%/30% split due to the lower
EBITDA margins of its NEMT services business (the pass-through cost
of transportation represents the majority of its costs).

By adding Simplura, PRSC can now provide a wide array of day-to-day
support to its patients, though its services represent only a small
part of the overall health care market. In addition, its client
base is a subset of Medicaid beneficiaries, which are themselves a
subset of the overall patient population. Medicaid patients are
often less profitable than the privately insured and S&P believes
PRSC's adjusted EBITDA margins (estimated at 8%-9% in 2021) are
lower than those of the average health care services company.
Although a significant portion of PRSC's costs are pass-through
transportation costs, S&P includes them in its calculation of its
margin because they can vary based on the company's utilization and
cost governance.

The purchase of Simplura will also increase PRSC's geographic
concentration because the acquisition target's profit is
concentrated in three states, one of which is already the largest
source of profit for PRSC's NEMT segment. S&P believes this state
will likely account for 15%-20% of the combined company's EBITDA.

S&P thinks Simplura and PRSC have limited synergies given their
very different business models. However, the acquired company's
consolidated service offering could expand PRSC's relationships
with Medicaid payors or patient referral sources (e.g. Medicaid
patient caseworkers), though S&P is uncertain whether it will
realize this benefit.

PRSC operates in highly fragmented markets that are subject to
competitive renewal processes.  The company faces Medicaid contract
renewal risk (state contracts have terms of 3-5 years), which
could--at least temporarily--weaken its business results (renewals
in a given year can represent more than 20% of its revenue). Price
is a primary factor for NEMT programs and can cause PRSC to lose
contracts. Although, if the competing bid is unprofitable, the
company may pass on the opportunity and wait until the next bidding
cycle, which may provide it with a more-accretive contract. States
can also favor local or other small businesses for political
reasons in the bidding process, creating some risk that PRSC may be
unable win profitable contracts.

"We believe the company's contract renewal risk is somewhat offset
by its leading market position -- greater than 40% market share --
which indicates that it has the scale to compete on price and
experience, ensure actuarial accuracy, and avoid unprofitable
contracts. We believe PRSC has a generally successful track record
in renewing its profitable Medicaid contracts and retaining MCO
contracts," S&P said.

The company's NEMT segment features some barriers to entry given
the benefits of its scale, the regulatory requirements, and the
necessary relationships with transportation providers to service
its local clients. S&P believes that these barriers limit the
ability of new entrants, like technology-enabled ride sharing
services, to encroach on its market because of the restrictions
around contract workers and requirements for special screening.

The home care market is extremely fragmented with only modest
potential for differentiation and limited barriers to entry given
the unskilled workforce. The company's home care business could
face a cut in hours reimbursed per client, though this business is
mostly fee-for-service and not subject to the capitation risk
present in NEMT services.

S&P believes the company's capitated arrangements expose it to cost
overruns but also provide it with predictable revenue.  PRSC's NEMT
contracts are typically capitated arrangements based on the overall
number of Medicaid enrollees. S&P believes this arrangement exposes
PRSC to some profit downside due to potential cost overruns. For
example, the company's gross margins decreased in 2019 due to poor
ride cost governance, although it has since adjusted its policies
such that S&P believes the company's gross profits will be more
stable. The capitated arrangements could also expose the company to
overutilization, though it has been able to renegotiate its
contracts in the past when its utilization exceeded expectations.
Lastly, the upside is partly limited because a portion (less than
50%) of its contracts feature profitability caps. However, S&P
believes PRSC's capitated arrangements provide it with a stable
revenue base to focus on efficient execution rather than spending
on building relationships to grow a fee-for-service business.

The company's good scale, market leadership position in NEMT, and
established relationships with payors and transportation providers
partially offset its aforementioned risks.  The company is the
largest provider of NEMT services nationally and is currently the
market leader with about 40% market share in the U.S. NEMT
industry. The acquisition of Simplura adds about $450 million-$500
million to PRSC's annual revenue and expands the combined company's
total addressable market to the $63 billion personal care market,
which S&P expects will expand by about $100 billion by 2024 on
similar industry trends as the NEMT market. Moreover, the company
has built its own robust network of reliable transportation
providers and maintains strong relationships with its payors, as
evidenced by its ability to renew its contracts and pursue new
awards.

Theacquisition of Simplura will elevate the company's leverage to
the 3x-4x range over the longer term.  PRSC's adjusted pro forma
leverage for the last 12 months rose to about 4x and S&P projects
that the company's long-term leverage will remain in the 3x-4x
range. S&P forecasts that the company will generate sufficient cash
flow to repay its revolver borrowings in the 2-3 years following
the close of the transaction, though it may repay the borrowings
much sooner given the current uplift to its profitability stemming
from its low ridership during the COVID-19 pandemic. S&P expects
the company to have a significant cash balance as of the close of
the transaction (well above $100 million) from its increased
profitability and cash flow during the COVID-19 pandemic, though it
could use this cash for tuck-in acquisitions as well as
reconciliation payments related to some capitated contracts.

"We believe PRSC could improve is EBITDA margins and cash flow
generation by pursuing technology-aided efficiencies over the next
12-24 months but believe there is some risk to the operational
savings because its customers may be slow to adopt automated or
internet-based systems. In addition, the company could temporarily
have duplicative operations as it pursues cost efficiencies. We
believe PRSC's results would exceed our expectations if it fully
realizes these efficiencies over the next 12 months," S&P said.

"We believe the company might engage in further debt-financed
acquisitions to diversify its business and gain additional sources
of revenue growth. However, we do not anticipate that it would
raise its leverage beyond the low 4x area," the rating agency
said.

The stable outlook reflects S&P's expectation that PRSC will likely
benefit from the growing demand for NEMT and home care services and
successfully scale its business while maintaining relatively stable
margins and free cash flow generation. Specifically, S&P expects
the company to maintain adjusted gross leverage in the 3x-4x range
for at least the next year.

"We could consider raising our rating on PRSC if it exceeds our
base-case revenue and profitability expectations and we gain
confidence that it will maintain gross leverage in the 3x area
while generating free cash flow to debt of about 12% or greater. In
this scenario, we would expect continued strong demand for the
company's NEMT and home care services and a public commitment by
management that it would maintain its financial metrics in this
area," S&P said.

"We could lower our rating on PRSC if we believe it would sustain
leverage in the mid-4x area. This could occur if the company
pursues a more aggressive acquisition strategy than we currently
envision, leading to higher average leverage over time. This could
also occur if PRSC experiences integration challenges, increased
competition, or rate cuts from its Medicaid payors," the rating
agency said.


PROVIDENT GROUP: Moody's Lowers Series 2015A Revenue Bonds to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
ratings of Provident Group - Rowan Properties LLC (NJ) issued
through New Jersey Economic Development Authority. The affected
ratings are the $121,925,000 outstanding Revenue Bonds (Provident
Group - Rowan Properties LLC - Rowan University Student Housing
Project), Series 2015A and the $1,005,000 outstanding Federally
Taxable Revenue Bonds (Provident Group - Rowan Properties LLC -
Rowan University Student Housing Project), Series 2015B. The
outlook is negative.

RATINGS RATIONALE

The Ba3 ratings reflect intact real estate fundamentals despite
weak occupancy stemming directly from the COVID-19 health crisis.
The Holly Pointe project is occupied by students but not at
capacity due to cancelled leases at the beginning of the semester.
The project is being managed to allow students to reside by
themselves in double occupancy rooms. The project's 51.5% occupancy
and 56.3% occupancy at university-owned housing point to
event-driven factors, including a large number of online course
offerings and waived residency requirements which allow students
maximal flexibility to choose courses and alternate housing
options, thereby reducing the demand for housing.

The downgrade is based on projected taps to the debt service
reserve fund (DSRF) on January 1, 2021 and July 1, 2021 to meet
debt service obligations due to impaired net rental revenue. Rental
revenue and existing operating reserves will pay senior operating
expenses to keep the project as a going concern through the
academic year. If occupancy remains at current levels for the
spring, a healthy $8.5 million DSRF could be as low as 50% maximum
annual debt service (MADS) following the July 1, 2021 interest-only
debt service payment.

Rowan University's (A2 stable) deferral of $1.3 million ground
lease expense to provide refunds for Spring 2020 demonstrates a
level of support consistent with the strategic importance of the
project to the University. However, the project is a stand-alone
housing project financing that is non-recourse to the University.

RATING OUTLOOK

The negative outlook is based on declining liquidity position
through the end of the academic year and the potential for rapid
credit deterioration tied to university policies.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

  - Strong and direct support from the University that materially
Increases liquidity and/or cash flow available for debt service

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

  - Prolonged net revenue shortages and diminished debt service
reserve fund which is currently funded at 100% maximum annual debt
service

LEGAL SECURITY

The bonds are special limited obligations payable solely from the
revenues of the project and other funds held with Trustee and do
not constitute obligations for the Issuer or University. The
obligations are secured by payments made under the Loan Agreement,
a leasehold mortgage, and amounts held by the Trustee under the
Indenture.

PROFILE

The Obligor and Owner, Provident Group - Rowan Properties LLC, is a
single member limited liability company organized and existing
under the laws of New Jersey for the purpose of developing and
financing certain facilities for the benefit of the University. The
sole member of the Obligor is Provident Resources Group, Inc., a
501(c)(3) Georgia non-profit corporation with a national presence.

METHODOLOGY

The principal methodology used in these ratings was Global Housing
Projects published in June 2017.


REVELANT HOLDINGS: Seeks to Hire Weinman & Associates as Counsel
----------------------------------------------------------------
Revelant Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Weinman & Associates,
P.C. as its counsel.

The Debtor desires to retain Weinman & Associates, P.C. to
represent it concerning the matters of administration, general
bankruptcy counsel, including preparation of the Statements and
Schedules, a Plan of Reorganization and Disclosure Statement, and
related matters.

Weinman & Associates will bill the Debtor at its customary hourly
rates:

     Jeffrey A. Weinman, Attorney       $495
     William A. Richey, Paralegal       $300
     Lisa Barenberg, Paralegal          $250

The firm has received a $25,000 retainer from the Debtor. A portion
of the retainer was expended on pre-petition services and costs
including the filing fee.

Jeffrey A. Weinman, Esq., president of Weinman & Associates, P.C.,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     Jeffrey A. Weinman, Esq.
     WEINMAN & ASSOCIATES, P.C.
     730 17th Street, Suite 240
     Denver, CO 80202-3506
     Telephone: (303) 572-1010
     Facsimile: (303) 572-1011
     E-mail: jweinman@weinmanpc.com

                               About Revelant Holdings

Revelant Holdings, LLC -- https://revelant.com -- is a technology
company bringing the Enercat tool to the oil and gas industry as an
entirely new and innovative way to improve the properties of fluids
downhole and at the surface. With its corporate office now in
Houston and four regional USA offices serving the oil & gas
industry, Revelant is currently focusing on the Permian Basin,
Eagle Ford, Mid-Continent and San Juan Basin.

Revelant Holdings filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No.
20-16717) on October 12, 2020. The petition was signed by W. Tracy
Fotiades, president. At the time of the filing, the Debtor
estimated to have $1 million to $10 million in both assets and
liabilities. Judge Michael E. Romero oversees the case. Weinman &
Associates, P.C. serves as the Debtor's legal counsel.


RGN-DALLAS XX: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: RGN-Dallas XX, LLC
        3000 Kellway Drive
        Suite 140
        Carrollton, TX 75006

Business Description: RGN-Dallas XX, LLC is primarily engaged in
                      renting and leasing real estate properties.

Chapter 11 Petition Date: October 20, 2020

Court: United States Bankruptcy Court
        District of Delaware

Case No.: 20-12633

Debtor's Counsel: Ian J. Bambrick, Esq.
                  FAEGRE DRINKER BIDDLE & REATH LLP
                  222 Delaware Avenue, Suite 1410
                  Wilmington, Delaware 19801
                  Tel: (302) 467-4200
                  Email: Ian.Bambrick@faegredrinker.com

Debtor's
Financial
Advisor:          ALIXPARTNERS

Debtor's
Restructuring
Advisor:          DUFF & PHELPS, LLC

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James S. Feltman, responsible officer.

The Debtor listed HKS Building, L.P. as its sole unsecured creditor
holding a claim of $146,987.

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

https://www.pacermonitor.com/view/2JMNHQA/RGN-Dallas_XX_LLC__debke-20-12633__0001.0.pdf?mcid=tGE4TAMA

The Debtor will move for joint administration of its case for
procedural purposes only pursuant to Rule 1015(b) of the Federal
Rules of Bankruptcy Procedure under the case captioned In re
RGN-Group Holdings, LLC, et al. (Bankr. D. Del. Lead Case No.
20-11961).


RJL ENTERTAINMENT: Seeks to Hire Winans & Thompson as Accountant
----------------------------------------------------------------
RJL Entertainment, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Winans &
Thompson, PC as accountant.

The Debtor desires to employ Winans & Thompson to perform
accounting services for its general ledger, payroll, tax returns,
monthly sales tax reports, mixed beverage sales taxes, and mixed
beverage gross receipts. Additionally, the firm will assist the
Debtor with preparation of its monthly operating reports to the
U.S. Trustee.

Winans & Thompson does not have a written contract with the Debtor,
however, the firm charges $100 per hour for work done by Jimmy
Thompson, CPA and accountant Jody Swetish. Additionally, they
charge $2 per paycheck, $75 per quarter for quarterly payroll
reports, $250 per year for yearly state franchise reports and $1100
for the 1120S return.

Jimmy Thompson, an accountant at Winans & Thompson, PC, disclosed
in court filings that neither the firm, or any of its shareholder
or associate have any connections of any kind or nature with the
creditors or any party-in-interest to this case, or their
respective attorneys, the United States Trustee, or any person
employed in the office of the United States Trustee.

The firm can be reached through:
   
     Jimmy Thompson, CPA
     WINANS & THOMPSON, PC
     5430 Holly Rd., Suite 7
     Corpus Christi, TX 78411
     Telephone: (361) 993-7971

                              About RJL Entertainment

RJL Entertainment Inc. owns and operates an adult entertainment
club in Corpus Christi, Texas.

RJL Entertainment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-20273) on June 11,
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 David R. Jones. The Debtor
tapped Jordan, Holzer & Ortiz, P.C., as legal counsel and Winans &
Thompson, PC, as accountant.


RJL ENTERTAINMENT: Seeks to Tap Jordan Holzer as Legal Counsel
--------------------------------------------------------------
RJL Entertainment, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Jordan, Holzer &
Ortiz, P.C. as its bankruptcy counsel.

The firm will render these services to the Debtor:

     (a) take all necessary action to initiate this Chapter 11 and
assure compliance with the U.S. Trustee Guidelines, with this
Court's local rules and with the Bankruptcy Code provisions
applicable to an individual Chapter 11 filing;

     (b) take all necessary action to protect and preserve the
Debtor's estate;

     (c) prepare on behalf of the Debtor, as debtor in possession,
all necessary motions, applications, disclosures, answers, orders,
reports, and other papers in connection with the administration of
the Debtor's estate and amend same from time to time as needed;

     (d) take all necessary actions, including drafting and
negotiations in connection with a chapter 11 plan and related
disclosure statement(s) and all related documents, and such further
actions as may be required in connection with the administration of
the Debtor's estate to a successful reorganization;

     (e) challenge the extent, validity, or priority of claims
against the estate and liens claimed on property of the estate;

     (f) analyze or prosecute any chapter 5 cause of action, if
any; and

     (g) perform all other necessary legal services in connection
with the prosecution of this chapter 11 case.

The Debtor has agreed to pay the firm at these hourly rates below:

     Shelby A. Jordan, Attorney              $550.00
     Nathaniel Peter Holzer, Attorney        $375.00
     Antonio Ortiz, Attorney                 $350.00
     Shaun D. Jones, Legal Assistant         $200.00
     Chrystal R. Madden, Legal Assistant     $180.00
     Melba Ramirez, Legal Assistant          $150.00

The Debtor paid the firm an advance retainer fee of $10,000.00 in
cash and a cashier's check of $20,000 on September 21, 2020.

Nathaniel Peter Holzer, an attorney at Jordan, Holzer & Ortiz,
P.C., disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     Nathaniel Peter Holzer, Esq.
     JORDAN, HOLZER & ORTIZ, P.C.
     500 N. Shoreline Blvd. Suite 900
     Corpus Christi, TX 78401
     Telephone: (361) 884-5678
     Facsimile: (361) 888-5555
     E-mail: pholzer@jhwclaw.com

                               About RJL Entertainment

RJL Entertainment Inc. owns and operates an adult entertainment
club in Corpus Christi, Texas.

RJL Entertainment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-20273) on June 11,
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 David R. Jones. The Debtor
tapped Jordan, Holzer & Ortiz, P.C., as legal counsel and Winans &
Thompson, PC, as accountant.


ROCKPORT DEV'T: Nov. 5 Hearing on $1.95M Los Angeles Property Sale
------------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on Nov. 5,
2020 at 11:00 a.m. to consider Rockport Development, Inc.'s sale of
the real property located at 12416 Allin Street, Los Angeles,
California for $1.95 million, subject to overbid.

The Objection Deadline is Oct. 29, 2020 at 5:00 p.m.

The Property is directly owned by the Debtor. It proposed to sell
the Property free and clear of all liens, claims, and interests.

The Property has multiple liens, including, but not limited to a
first deed of trust in favor of Anchor Loan in the approximate
principal amount of $1,624,975, and a second deed of trust in favor
of SC Development in the amount of $700,000.  The Chief
Restructuring Officer has negotiated a carve-out with Anchor, that
provides an approximately $35,100 carve-out to the Estate to allow
the Property to be sold, and provides Anchor's consent to the sale
free and clear of their first priority lien.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: No later than the commencement of the
auction

     b. Initial Bid: $2,047,500 (the Purchase Price plus 5%)

     c. Deposit: $61,425 (3% of the Overbid price)

     d. Auction: The Property will be sold subject to overbid at an
open auction to be conducted by the Debtor before the Court at the
time that the Motion is heard.  

     e. Bid Increments: $25,000

     f. Any Overbid must be for the Property "as is, where is," and
"with all faults" and will not contain any financing, due
diligence, or any other contingency fee, termination fee, or any
similar fee or expense reimbursement.  

The Debtor proposed to distribute the sale proceeds in the amounts
estimated and in the following manner:

     Sale Price                                  $1,950,000
     Real Estate Commissions (3% of Sale Price) ($   58,500)
     Title, escrow, transfer taxes,             ($   18,400)
        recording charges (estimated)
     Prorated Property Taxes                    ($    9,500)
     Delinquent Property Taxes                  ($   29,500)
     Anchor Lien                                ($1,799,000)
         (minimum payment per stipulation)3
     Carveout to Estate                         ($   35,100)
     Estimated Net Proceeds                     $         0

                   About Rockport Development

Rockport Development, Inc., a company based in Irvine, Calif.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 20-11339) on May 7, 2020.  On June 11, 2020,
Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-11683).

Judge Scott C. Clarkson oversees the cases, which are jointly
administered under Case No. 20-11339.    

At the time of the filing, Rockport was estimated to have $10
million to $50 million in both assets and liabilities.  Tiara
Townhomes was estimated to have assets of between $1 million and
$10 million and liabilities of the same range.

The Debtor has tapped Marshack Hays, LLP as its legal counsel, and
Michael VanderLey of Force Ten Partners, LLC as its chief
restructuring officer.


SABON HOLDINGS: Seeks to Hire Smith Gambrell as Legal Counsel
-------------------------------------------------------------
Sabon Holdings, LLC and its debtor affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Smith, Gambrell & Russell LLP as bankruptcy counsel.

The firm will render these legal services to the Debtors:

     (a) providing advice to the Debtors with respect to their
powers and duties as debtors-in-possession in the continued
operation of their businesses and the management of their
properties;

     (b) taking all necessary actions to protect and preserve the
Debtors' estates;

     (c) preparing, on behalf of the Debtors, applications,
motions, answers, orders, reports, memoranda of law and other
papers in connection with the Chapter 11 Cases;

     (d) representing the Debtors in negotiations with creditors,
equity holders, and other parties-in-interest, such negotiations
including but not limited to real property leases and executory
contracts; and

     (e) performing all other necessary or appropriate legal
services in connection with the Chapter 11 Cases.

The Debtors intend that the services of the firm will complement
and not duplicate the services rendered by any other professional
retained in these Chapter 11 Cases.

The hourly rates of the firm's professionals are as follows:

     Partner      $535 - $685
     Associate    $280 - $425
     Paralegal    $260 - $320

In addition, the firm will seek reimbursement of actual, necessary
expenses incurred in accordance with the terms and condition of
this engagement.

The firm received retainers from the Debtors in total amount of
$200,000 (inclusive of $50,000 received on May 8, 2020 and $150,000
received on May 20, 2020). As of the Petition Date, fees payable to
the firm pursuant to the Engagement Letter totaled $98,405.50 and
expenses totaled $24,238.49 (including the filing fees in these
cases that totaled $24,038).
Alexander Bau, a partner of Smith, Gambrell & Russell LLP,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code and does not hold or represent an adverse interest
to the Debtors' respective estates.

The firm can be reached through:
   
     John G. McCarthy, Esq.
     Morgan V. Manley, Esq.
     SMITH, GAMBRELL & RUSSELL, LLP
     1301 Avenue of the Americas, 21st Floor
     New York, NY 10019
     Telephone: (212) 907-9700

             – and –

     Brian P. Hall, Esq.
     SMITH, GAMBRELL & RUSSELL, LLP
     Promenade, Suite 3100
     1230 Peachtree Street, NE
     Atlanta, GA 30309
     Telephone: (404) 815-3500

                                About Sabon Holdings

Sabon Holdings distributes personal care products. It offers, among
other items, bath balls, foams, mineral powders, body scrubs,
shower gels, milky soaps, deodorants, perfumes, massage oil, body
lotions, hand soaps, scrubs and exfoliants, moisturizers, hand
sanitizers, lip care, and eye care products.

Sabon Holdings LLC and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 20-11320) on May 29, 2020. The petitions were signed
by Yale Scott Bogen, chief restructuring officer. At the time of
the filing, Sabon Holdings LLC disclosed total assets of $140,094
and total liabilities of $10,283,527. Judge James L. Garrity, Jr.
oversees the cases.

The Debtors tapped Smith, Gambrell & Russell, LLP as counsel;
Development Specialists, Inc., as restructuring advisor; and Eshel,
Aminov & Partners LLP as certified public accountant.


SABON HOLDINGS: Seeks to Tap Eshel Aminov as Accountant
-------------------------------------------------------
Sabon Holdings, LLC and its debtor affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Eshel, Aminov & Partners LLP as their certified public
accountant.

The firm will render these professional services to the Debtors:

     (a) Accounting and Compliance Services:

        i. Commercial rent tax filing for Debtors' New York City
locations;
       
        ii. Annual limited liability company filings for New York
City and New York State; and

        iii. Monthly and periodic multi-state sales tax filings for
retail and e-tail sales;

     (b) Tax Services:

        i. Preparation of federal, state, and city business tax
returns; and

        ii. Correspondence with the IRS and state agencies for any
tax notices and issues.

The firm intends to charge a flat rate for the following services:

     (a) Accounting and Compliance Services charged at $1,800 per
month ($21,600 per year); and

     (b) Tax Services charged at a total fee of $4,500.

The firm's professionals will charge an hourly billing rate for any
services outside the scope of tax and accounting services as
follows:

     Partner             $350
     Manager/Director    $250
     Senior Associate    $190
     Associate           $150
     Bookkeeper           $95

The firm's services will complement and not duplicate the services
rendered by any other professional retained in these Chapter 11
cases.

The firm has not received a retainer from the Debtors.

Niv Gidron, an assurance partner at Eshel, Aminov & Partners LLP,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code and does not hold or represent an adverse interest
to the Debtors' respective estates.

The firm can be reached through:
   
     Niv Gidron
     ESHEL, AMINOV & PARTNERS LLP
     260 Madison Ave Floor 2
     New York, NY 10016
     Telephone: (212) 302-7900
     Facsimile: (212) 683-1516
     E-mail: nivg@eshelcpa.com

                                 About Sabon Holdings

Sabon Holdings distributes personal care products. It offers, among
other items, bath balls, foams, mineral powders, body scrubs,
shower gels, milky soaps, deodorants, perfumes, massage oil, body
lotions, hand soaps, scrubs and exfoliants, moisturizers, hand
sanitizers, lip care, and eye care products.

Sabon Holdings LLC and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 20-11320) on May 29, 2020. The petitions were signed
by Yale Scott Bogen, chief restructuring officer. At the time of
the filing, Sabon Holdings LLC disclosed total assets of $140,094
and total liabilities of $10,283,527. Judge James L. Garrity, Jr.
oversees the cases.

The Debtors tapped Smith, Gambrell & Russell, LLP as counsel;
Development Specialists, Inc., as restructuring advisor; and Eshel,
Aminov & Partners LLP as certified public accountant.


SIZZLING PLATTER: Fitch Assigns B- LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch has assigned first-time ratings to Sizzling Platter, LLC,
including a Long-Term Issuer Default Rating (IDR) of 'B-'. Fitch
has also assigned a 'BB-'/'RR1' rating to Sizzling Platter's
proposed $65 million superpriority revolving credit facility and
'B-'/'RR4' ratings to Sizzling Platter's $325 million proposed
senior secured notes. The Rating Outlook is Stable.

Fitch's rating assumes the company's proposed offering described to
refinance its existing $35 million senior secured revolver and $280
million senior secured term loan is executed largely as planned.
While the recapitalization as proposed is expected to increase the
company's funded debt level by around $23 million, Fitch expects
the additional cash to bolster liquidity and support the company's
growth plan, replenishing $10 million of cash to be used to fund
the announced acquisition of 14 Little Caesars locations expected
to close in October 2020. Pro forma for the recapitalization, the
company has ample liquidity, with nearly $45 million in cash and
$65 million in revolver availability and no maturities until 2025.

Sizzling Platter is a leading franchisee of the Little Caesars and
Wingstop quick-serve chains, as well as a franchisee of Dunkin',
Red Robin and Sizzler. Sizzling Platter's rating considers the
company's limited scale, high adjusted leverage, acquisitive growth
strategy and its reliance on Little Caesars for over 75% of its
cash flow. Despite the severe disruption caused by the pandemic
across the restaurant industry, Fitch expects the quick return to
positive same-store sales (SSS) in the company's core U.S.
quick-serve chains (Little Caesars, Wingstop and Dunkin') will
result in only a modest decline in Fitch-calculated EBITDA in 2020
to $45 million on $538 million of revenue from $47 million of
EBITDA on $513 million in revenue in 2019. The drop in
Fitch-calculated EBITDA and increasing debt levels following the
recapitalization is expected to result in Fitch-adjusted leverage
in the mid-to-high-7x range in 2020. Fitch expects leverage to
decline to under 7.0x by 2022 as Fitch-calculated EBITDA grows in
the 12% range annually to over $50 million and the company deploys
excess cash toward EBITDA-accretive acquisitions.

KEY RATING DRIVERS

Modest Diversification Across Strong Quick-Serve Franchises: The
core of Sizzling Platter's restaurant portfolio consists of
approximately 400 Little Caesars units across the U.S. and Mexico,
over 60 Wingstop units in the U.S. and 20 Dunkin' units. Little
Caesars distinguishes itself from other national pizza chains with
its extreme value offering, including pies for as low as $5, while
Wingstop is the leading player in the high-growth chicken wing
category. Consistent, strong performance at Little Caesars and the
other core brands enabled the company to generate midsingle-digit
SSS growth in seven out of the past nine years, contributing to a
14% revenue CAGR since 2010. The company's relatively small scale
in terms of total revenue and EBITDA is mitigated by its meaningful
scale within its core brands' systems. It is the largest franchisee
in the Little Caesars system (over 7% of the brand's domestic units
as of December 2019) and a top-five franchisee in the Wingstop
system (5%).

Value + Convenience = Stability: Sizzling Platter's extreme value
offerings enabled the company to perform well during economic
downturns, while its high degree of accessibility helped the
company outperform during the pandemic. Little Caesars held up
relatively well during 2008-2010, as the company posted positive
cumulative SSS during the period. While Sizzling Platter's sales
declined sharply in April 2020 as shelter-in-place orders due to
the pandemic ground commerce to a halt, sales rebounded quickly.
The company's core brands returned to positive SSS growth in May
and improved to positive midsingle digits by September as consumers
migrated to convenient, high-value restaurant offerings. Fitch
expects overall SSS to be modestly negative in 2020 before
rebounding to low single-digit growth in 2021. Fitch believes the
company's largely off-premise and recession-resistant business
model should enable the company to perform well if consumer
spending remains weak through 2021.

Growth Through New Delivery Initiatives: Fitch expects expanded
delivery programs will serve as growth drivers over the medium
term. While competitors like Domino's and Papa John's have been
offering online ordering and delivery for years, Little Caesars did
not roll out mobile ordering until 2018, and first began offering
delivery in 2019, although only through the Little Caesars website
and app. Fitch believes the company's launch on the DoorDash
website and app during 4Q20 should enable the company to capture
incremental sales. The expansion of the company's digital
penetration should drive an increase in ticket size, as customers
who order online tend to be less price sensitive, with ticket sizes
significantly larger than in-store transactions, according to the
company.

Highly Efficient Operating Model: Sizzling Platter's three core
franchises benefit from highly efficient operating models due to
the very small size of its restaurants, resulting in low initial
investment costs and below average rent and labor expense. This
results in restaurant-level EBITDA margins, as calculated by the
company, averaging in the low to mid-teens. Fitch believes modest
maintenance capex and limited cash required for remodels should
leave sufficient cash to service debt and fund organic growth.

Persistently High Leverage, Ample Liquidity: Under private equity
ownership, Sizzling Platter is operating with leverage around 7.0x
as growth in EBITDA is offset by incremental debt to fund
acquisitions. While Fitch expects leverage at YE 2020 to reach the
mid-to-high-7x range on modestly lower EBITDA and incremental debt
added during the refinancing, leverage is expected to return to
under 7.0x by 2022 as EBITDA grows in the 12% range annually to
over $50 million and the company deploys excess cash toward
EBITDA-accretive acquisitions.

Following the refinancing, Fitch expects liquidity to be ample to
support the company's growth plans, with nearly $45 million in cash
and $65 million in revolver availability, and no maturities until
2025. Fitch would become more concerned about refinancing risk if
leverage remains at or above the 7.0x range as it approaches its
2025 debt maturities.

DERIVATION SUMMARY

Sizzling Platter is a leading franchisee of the Little Caesars and
Wingstop quick-serve chains, and a franchisee of Dunkin', Red Robin
and Sizzler. Sizzling Platter's rating considers the company's
limited scale, high adjusted leverage, acquisitive growth strategy
and its reliance on Little Caesars for over 75% of its cash flow.
Despite the severe disruption caused by the pandemic across the
restaurant industry, Fitch expects the quick return to positive SSS
in the company's core U.S. quick-serve chains (Little Caesars,
Wingstop and Dunkin') will result in only a modest EBITDA decline
in 2020. Fitch expects leverage to return to under 7.0x by 2022
from the mid-to-high 7.0x in 2020, as Fitch-adjusted EBITDA grows
in the 12% range annually to over $50 million and the company
deploys excess cash toward EBITDA-accretive acquisitions.

Sizzling Platter's rating is higher than Wok Holdings, Inc. (CCC+),
operator of the P.F. Chang's (PFC) chain of casual dining
restaurants. PFC's rating reflects the company's good niche
positioning and leading market position in the full-service Asian
category, as well as its high financial leverage, smaller scale
relative to other large casual chain dining concepts, and secular
challenges within the casual dining segment that were exacerbated
by the coronavirus pandemic. Fitch expects leverage to rise to
around 9.0x in 2020 as the pandemic temporarily depresses EBITDA
and causes increased debt to fund cash burn. As the impact of the
pandemic fades, Fitch expects leverage to remain elevated near 8.0x
in 2021, raising concerns about the sustainability of the company's
capital structure. Fitch-calculated EBITDA margins of 6.4% for 2019
are well below casual dining peers.

Looking across similarly rated companies, Sizzling Platter's rating
is in line with Rite Aid Corporation (B-/Stable). Rite Aid's
ratings reflect continued operational challenges, with heightened
questions regarding the company's longer-term market position and
the sustainability of its capital structure. Persistent EBITDA
declines led to negligible to modestly negative FCF and elevated
adjusted debt/EBITDAR in the low- to mid-7x range, despite some
signs of pharmacy sales stabilization over the past year. Fitch
believes operational challenges include both a challenged
competitive position in retail and more recently, sectorwide gross
margin contraction resulting from reimbursement pressure.

KEY ASSUMPTIONS

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

  -- Revenue in 2020 of approximately $540 million is up around 5%
from 2019 as slightly negative SSS is more than offset by the
contribution from new and acquired restaurants. Revenue grows in
the midsingle digits in 2021 as SSS rebounds and the company
resumes new build. The company resumes acquisitions in 2022, which
could lead to high single-digit revenue growth.

  -- EBITDA margins decline to the mid-8% range in 2020 from the
low 9% range in 2019, given higher costs related to the pandemic.
Fitch expects EBITDA margin to return to the high 8% range by 2021,
resulting in Fitch-calculated EBITDA around $50 million.

  -- Sizzling Platter cuts capex to $16 million in 2020 from $26
million in 2019 to preserve cash with capex returning toward prior
levels of around 5% of revenues in 2021 as the company resumes
growth spending, resulting in relatively flat FCF beginning 2021.

  -- Leverage increases to the mid-to-high-7x range in 2020 on
increased debt and a modest dip in EBITDA, but declines to the
low-7x range in 2021 and under 7.0x in 2022 due to EBITDA growth.

RATING SENSITIVITIES

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

  -- Positive trends in SSS and unit growth, Fitch-calculated
EBITDA sustained above $50 million, strong FCF and total adjusted
debt/EBITDAR sustained below 6.0x.

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

  -- Adjusted debt/EBITDAR expected to sustain above 7.0x, with
persistently negative FCF leading to medium-term liquidity concerns
and/or heightened refinancing risk.

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity: Pro forma for the refinancing transaction, Fitch
expects the company to have ample liquidity, including nearly $45
million of cash and an undrawn $65 million revolver. Fitch expects
relatively flat FCF beyond 2020 as the company ramps up growth
capex.

Debt Structure: In addition to the $65 million revolving credit
line which Fitch expects to be unfunded at the close, Sizzling
Platter's cap structure will include the company's new $325 million
senior secured notes. The revolver and notes will be secured on a
first-priority basis by substantially all domestic assets of the
company, with the revolver benefiting from superpriority status.
The company will have no near-term maturities, with both the
revolver and senior notes maturing in 2025.

Recovery Considerations

For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR, the relevant Recovery Rating (RR)
and prescribed notching.

Fitch assumes persistent sales pressure at the company's Little
Caesars restaurants or the inability to improve leverage from the
mid-to-high 7x range results in an unsustainable capital structure,
forcing the company into a restructuring. Fitch assumes a
post-restructuring going concern EBITDA of around $45 million,
assuming the company closes around 20% of its weakest restaurants,
resulting in pro forma revenue below $500 million, with EBITDA
margin in the 9% range, similar to 2019 .

Fitch applies a 6.0x enterprise value/EBITDA multiple, modestly
below the 6.3x median multiple for food, beverage and consumer
bankruptcy reorganizations Fitch analyzes. The multiple reflects
the company's strong position in the Little Caesars and Wingstop
chains and the strong long-term performance of the company's core
brands, offset by the company's small scale.

After deducting 20% for administrative claims, Sizzling Platter's
superpriority first-lien secured revolver is expected to have
excellent recovery prospects (90%-100%) and has been assigned
'BB-'/'RR1' ratings. The $325 million secured notes, which rank
behind the revolver in a restructuring are estimated to have
average recovery prospects (30%-50%) and have been assigned
'B-'/'RR4' ratings. The revolver and notes are secured by a first
lien on substantially all assets and are guaranteed by all wholly
owned material U.S. domestic subsidiaries, other than certain
excluded subsidiaries.

SUMMARY OF FINANCIAL ADJUSTMENTS

Rent expense capitalized by 8.0x to calculate historical and
projected adjusted debt.

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, either due to their nature or
to the way in which they are being managed by the entity.


SIZZLING PLATTER: Moody's Rates New $325MM Secured Notes B3
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Sizzling Platter
LLC's proposed $325 million senior secured notes. In addition,
Moody's assigned Sizzling Platter a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR). The outlook is
negative.

Proceeds from the proposed $325 million senior secured notes will
be used to repay approximately $309 million of outstanding debt and
$10 million in fees and expenses. Ratings are subject to the
execution of the proposed transaction and Moody's receipt and
review of final documentation.

"The B3 CFR reflects Sizzling Platters high leverage and weak
coverage, driven in part by weak same store sales trends as well as
its modest scale, regional concentration and narrow product
offering," stated Bill Fahy, Moody's Senior Credit Officer. On an
LTM pro forma basis as of June 30, 2020, debt to EBITDA will be
over 6.75 times and EBITA to interest will be under 1.0 times. In
addition, the negative outlook reflects the uncertainty with
regards to the negative impact the various efforts to contain the
spread of the corona-virus will have on consumers' ability and
willingness to spend on eating out until the crisis materially
subsides and how this will directly impact Sizzling Platters
operating trends. "However, the ratings also recognize the brand
recognition and value perception of the Little Caesars franchise,
which accounts for the majority of Sizzling Platter stores. In
addition, the company's very good liquidity and multiple brands
support the credit profile over the longer term." Stated Fahy.

Assignments:

Issuer: Sizzling Platter, LLC

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Sizzling Platter, LLC

Outlook Assigned Negative

RATINGS RATIONALE

The B3 CFR reflects Sizzling Platter's high leverage and weak
coverage, particularly given its modest scale in regards to
revenues and number of restaurants, geographic concentration and
narrow product offering primarily focused on Little Caesars' pizza
franchises in Florida and Southwest US as well as Mexico. On an LTM
pro forma basis as of July 12, 2020, debt to EBITDA is over 6.75
times and EBITA to interest is under 1.0 times. The ratings are
supported by Little Caesars high level of brand awareness as well
as Sizzling Platters' other franchise brands that provide a certain
level of diversity and very good liquidity.

The negative outlook reflects the uncertainty with regards to
Sizzling Platter's ability to drive a sustained improvement in
operating trends and credit metrics over the near term as
consumers' ability and willingness to eat out remain challenged as
high unemployment and efforts to contain the effects of the spread
of the corona-virus persist while government support subsides.
Liquidity could also be constrained if the company increased
capital spending beyond maintenance capex to build new units
particularly if challenging operating trends persist.

The corona-virus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
the restaurant sector from the current weak U.S. economic activity
and a gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around its forecasts is unusually high. Moody's
regards the corona-virus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety."

Sizzling Platter's private ownership is a rating factor given the
potential implications from both a capital structure and operating
perspective. Financial policies are always a key concern of
privately-owned companies with regards to the potential for higher
leverage, extractions of cash flow via dividends, or more
aggressive growth strategies.

Restaurants are deeply entwined with sustainability, social and
environmental concerns given their operating model with regards to
sourcing food and packaging, as well as having an extensive labor
force and constant consumer interaction. While these may not
directly impact the credit, these factors could impact brand image
and result in a more positive view of the brand overall.

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

Factors that could result in a stable outlook include a sustained
improvement in same store sales at Little Caesars that results in
stronger credit metrics with debt to EBITDA of under 6.5 times and
EBITA coverage of interest of over 1.0 times while maintaining very
good liquidity. Whereas a higher rating would require debt to
EBITDA migrating to under 5.5 times and EBITA coverage of gross
interest of around 1.75 times on a sustained basis. An upgrade
would also require maintaining very good liquidity.

A downgrade could occur if same store sales remained negative
resulting in an inability to strengthen debt protection metrics
from current levels over the next twelve to eighteen months.
Specifically, a downgrade could occur if debt to EBITDA failed to
fall below 6.5 times or EBITA to interst remained below 1.0 times
on a sustained basis. A deterioration in liquidity could also
result in a downgrade.

Sizzling Platter liquidity is viewed as very good. Moody's believes
Sizzling Platter's internal cash generation and existing cash
balances will be sufficient to fund the company's internal cash
needs over the following twelve months including interest expense
and maintenance capex requirements. While the company may
opportunistically seek new unit additions, Moody's notes that the
liquidity may be stressed if the company were to resume its store
expansion, beyond capital maintenance requirements. Sizzling
Platter will also have a $65 million Super-priority first lien
senior secured revolving credit facility which contains a springing
lien financial covenant in the form of maximum first lien
lease-adjusted leverage and under which Moody's expects sufficient
cushion over the next twelve months.

The B3 rating on Sizzling Platter's senior secured notes is the
same as the B3 corporate family rating, as they comprise the bulk
of the debt in the company's capital structure.

Sizzling Platter, with headquarters in Murray, Utah, owns and
operates 396 Little Caesars, 64 Wingstop, 20 Dunkin Donuts, 12
Sizzlers Steak House and 6 Red Robin franchised restaurants. Annual
revenues are approximately $500 million. Sizzling Platter is owned
by CapitalSpring.

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.


SMP ENTERPRISES: Taps Elliott & Davis as Legal Counsel
------------------------------------------------------
SMP Enterprises, Ltd. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to hire  Elliott & Davis,
P.C., as its legal counsel.

The firm's services are as follows:

     a. prepare information regarding the completion of the
bankruptcy schedules, the statement of financial affairs and
related documentation;

     b. examine proofs of claim for legal sufficiency and validity
and litigate disputes regarding proofs of claim;

     c. advise on legal matters arising during the Chapter 11
proceeding; and

     d. prepare a Chapter 11 plan and disclosure statement and
represent the Debtor in obtaining approval of the documents.

Jeffrey Morris, Esq., the attorney who will be handling the case,
will charge an hourly fee of $200.  Paralegals will charge $100 per
hour.

Mr. Morris is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.

Elliott & Davis can be reached through:

     Jeffrey T. Morris, Esq.
     Elliott & Davis, PC
     425 First Avenue, First Floor
     Pittsburgh, PA 15219
     Tel: (412) 434.4911, ext. 34
     Fax: (412) 774.2168
     Email: morris@elliott-davis.com

                    About SMP Enterprises Ltd.

SMP Enterprises, Ltd. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22595) on Sept. 4,
2020.  At the time of the filing, Debtor disclosed assets of
between $100,001 and $500,000 and liabilities of the same range.
Judge Carlota M. Bohm oversees the case.  Jeffrey T. Morris, Esq.,
at Elliott & Davis, PC, serves as the Debtor's bankruptcy attorney.


STANLEY-TRAFTON: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Stanley-Trafton Holdings, LLC
        481 Brownfield Road
        Porter, ME 04068

Business Description: Stanley-Trafton Holdings, LLC is a Single
                      Asset Real Estate debtor (as defined in 11
                      U.S.C. Section 101(51B)).

Chapter 11 Petition Date: October 20, 2020

Court: United States Bankruptcy Court
       District of Maine

Case No.: 20-20389

Debtor's Counsel: Adam R. Prescott, Esq.
                  BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
                  100 Middle Street
                  PO Box 9729
                  Portland, ME 04104-5029
                  Tel: 207-774-1200
                  Fax: 207-774-1127
                  Email: aprescott@bernsteinshur.com
        
Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Matthew E. Pines, manager.

The Debtor listed Town of Hiram as its sole unsecured creditor
holding a claim of $26,893.

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

https://www.pacermonitor.com/view/KCLLBFA/Stanley-Trafton_Holdings_LLC__mebke-20-20389__0001.0.pdf?mcid=tGE4TAMA


STAR MOUNTAIN: Court Junks Titan Mining Bid to Dismiss Trustee Suit
-------------------------------------------------------------------
Bankruptcy Judge Daniel P. Collins denied the Defendants' motion to
dismiss the case captioned JARED PARKER, in his capacity as Plan
Trustee for the Star Mountain Plan Trust, Plaintiff, v. TITAN
MINING (US) CORPORATION, a Delaware corporation; TITAN MINING
CORPORATION, a British Columbia, Canada corporation; NORTHERN ZINC,
LLC, a Nevada limited liability company; EDWARD BROGAN and JANE DOE
BROGAN, husband and wife; DONALD SUTHERLAND and JANE DOE
SUTHERLAND, husband and wife; JOSEPH HAMILTON MARCHAL and JANE DOE
MARCHAL, husband and wife; MARK OSTERBERG and JANE DOE OSTERBERG,
husband and wife; WAYNE RICH and JANE DOE RICH, husband and wife;
JOHN AND JANE DOES 1 - 10; BLACK CORPORATIONS 1 - 10; WHITE
PARTNERSHIPS 1 - 10; and GRAY TRUSTS 1 - 10, Defendants, Adversary
No. 2:19-ap-00412-DPC (Bankr. D. Ariz.).  In the lawsuit, the
Plaintiff alleges fraudulent transfer and breach of contract
against the Defendants.

The Court held that the Plaintiff's Complaint sets forth plausible
claims for alter ego/piercing the corporate veil and for avoidance
of fraudulent transfers and breach of contract.

On Feb. 21, 2018, Debtor Star Mountain Resources, Inc. filed its
chapter 11 bankruptcy petition. On April 18, 2018, the United
States Trustee appointed the official committee of unsecured
creditors. On July 5, 2019, the Committee won confirmation of its
Amended Chapter 11 Plan of Liquidation for the Debtor, which, among
others, established a liquidation trust.

On Nov. 19, 2019, the Plan Trustee initiated this adversary
proceeding. On May 8, 2020, Plaintiff filed the Second Amended
Complaint. The Court held a hearing on the Defendants' Motion to
Dismiss on August 3, 2020.

The crux of the Adversary Proceeding focuses upon a purported
fraudulent transfer stemming from a December 30, 2016 Purchase
Agreement entered into between Titan US, Northern Zinc LLC, the
Debtor, Balmat Holding Corporation and St. Lawrence Zinc Company,
LLC. The Purchase Agreement involved Titan US's purchase of the
issued and outstanding shares of Balmat. The Purchase Agreement
defined the "Seller" of the Balmat Shares as Northern Zinc. In
consideration for transfer of the Balmat Shares, Titan US agreed to
(1) pay "$3,000,000 plus 50% of Pre-Closing Liabilities[,]"8 (2)
pay "$3,318,794.30...to be satisfied by the assumption of Star
Mountain Debentures[,]" (3) issue 2,968,900 Class A Shares of Titan
and (4) assume Northern Zinc's obligations under specified sections
of another agreement. Significantly, the Purchase Agreement
directed Titan US and/or Titan Canada to deliver all the Cash
Consideration, Other Consideration and the Titan Shares directly to
the Debtor. The balance of the Purchase Price was the Purchaser's
assumption of Northern Zinc debts.

The Debtor's schedules and statements disclose the Debtor's
ownership of 2,968,900 shares of Titan Stock, the Debtor's 100%
ownership interest of Northern Zinc, and a note receivable due to
the Debtor from "Titan Mining" with a face amount of $1,025,000.
The Debtor listed Titan Canada as an unsecured creditor on Schedule
E/F with an unliquidated, disputed claim in an unknown amount
arising out of a contract.

The Debtor's statement of financial affairs disclosed a legal
action involving Aviano Financial Group LLC, the Debtor, Bernard
Guarnera, David Linsley, and Lanseborough, LLC arising from
"[D]ebtor's purchase of [Northern Zinc]." In part 13 of the
statement of financial affairs, the Debtor disclosed a connection
to Northern Zinc as a business in which they were an owner,
partner, member, or otherwise in control.

In seeking dismissal of the lawsuit, the Defendants argued that the
Complaint does not allege the Debtor transferred any of its assets
to Defendants. The Defendants argued that the Court lacks subject
matter jurisdiction because the Trustee lacks standing to pursue
the claims set forth in the Complaint. The Defendants also argued
that the Court lacks personal jurisdiction. The Defendants argued
the Trustee cannot cure the standing deficiency by asserting claims
for alter ego or piercing of the corporate veil. The Defendants
argued that the Trustee's breach of contract claims should be
dismissed because those claims are purely state law claims over
which the Court lacks post-confirmation subject matter
jurisdiction. Finally, the Defendants argued that if the Court
declines to grant the Motion to Dismiss, it should nonetheless
require the Trustee to first prove the alter ego or piercing the
corporate veil claims.

On the corporate veil/alter ego claim, the Trustee argued that the
Debtor and Northern Zinc were one and the same on the Transaction
Date and remained so at the time of the Petition Date. The
Plaintiff's Complaint sets forth plausible claims for alter
ego/piercing the corporate veil and for avoidance of fraudulent
transfers and breach of contract.

According to Judge Collins, it is not for the Court to agree or
disagree with these allegations at this stage. This is a "property
of the estate" question. Plaintiff wants the Court to find the
causes of action were property of the estate per the language of
the Plan, Disclosure Statement and/or the Confirmation Order. Judge
Collins held that such language is but a piece of the puzzle which
the Court needs to evaluate to determine what exactly was property
of Star Mountain before bankruptcy and at the time of the
Confirmation Order. The Plaintiff's alter ego Count II claims are
the vehicle through which the full puzzle is to be solved.
Evidentiary issues exist but Count II of the Complaint is well-pled
in this regard. The Motion to Dismiss must be denied. These issues
must be tried or resolved by dispositive motion if it later appears
there are no genuine issues of material fact.

The Court has not and now cannot find that the Debtor and Northern
Zinc have been substantially consolidated. However, Plaintiff's
Complaint in Count II sets forth a plausible claim when seeking the
Court's declaration that Northern Zinc's assets and liabilities
were the Debtor's assets and liabilities, that Northern Zinc was
the alter ego of the Debtor at all relevant times and that Northern
Zinc and Debtor operated as a single business entity. If the
Plaintiff proves these claims then the assets of Northern Zinc were
the assets of the Debtor and now are assets of the Plan Trust.
Likewise, Northern Zinc's debts (if any) were obligations of the
Debtor and now have a right to pro rata distribution from the Plan
Trust.

A copy of the Court's Order is available at https://bit.ly/3kjjmho
from Leagle.com.

                   About Star Mountain Resources

Star Mountain Resources Inc. --
http://www.starmountainresources.com/-- is a small cap mining
company focused on the acquisition of mineral properties and their
development into producing mines.  It is headquartered in Tempe,
Arizona.

Star Mountain Resources sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21,
2018.  In the petition signed by Mark Osterberg, president and
chief operating officer, the Debtor was estimated to have assets
and liabilities of $1 million to $10 million.  Judge Daniel P.
Collins presides over the case.  Fennemore Craig, P.C., acted as
the Debtor's bankruptcy counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 18, 2018.  The Committee retained
Dickinson Wright, PLLC, as its legal counsel.

Jared G. Parker was appointed examiner of the Estate of Star
Mountain Resources, Inc.  The Examiner was represented by Parker
Schwartz, PLLC, as its counsel.


STARWOOD PROPERTY: Moody's Assigns Ba3 Rating on Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Starwood
Property Trust, Inc.'s (Starwood) senior unsecured notes. The
company's Ba2 corporate family and Ba3 long-term senior unsecured
ratings are unaffected. The outlook for the ratings is negative.

Assignments:

Issuer: Starwood Property Trust, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

RATINGS RATIONALE

The Ba3 rating assigned to the proposed notes is based on
Starwood's ba2 standalone assessment, the priority and proportion
of the notes in Starwood's debt capital structure, and the strength
of the notes' asset coverage. Terms of the notes are consistent
with those of Starwood's existing senior unsecured notes. Proceeds
of the transaction will be used to repay outstanding unsecured and
secured debt. Moody's expects that the transaction will have a
neutral effect on Starwood's ratios of debt to tangible net worth
and unencumbered assets to unsecured debt.

Starwood's Ba2 corporate family rating reflects the company's
capable credit and liquidity risk management, revenue diversity,
strong operating performance and affiliation with Starwood Capital
Group, which has considerable expertise in CRE investment and asset
management. Starwood's ratings are constrained by its high reliance
on secured funding and the likely deterioration in asset
performance and values, profitability and capital position relating
to the coronavirus pandemic.

Starwood maintains a strong liquidity position, underscored by
diverse funding, manageable debt maturities over the next year.
Starwood is exposed to margin calls in repurchase facilities, a key
funding source, but has effectively managed the associated
liquidity risk as commercial real estate values came under pressure
due to the coronavirus pandemic. Starwood has a higher exposure in
its loan portfolio to the hard-hit hospitality sector than certain
peers, representing 22.7% of total commercial real estate loan
collateral at 30 June 2020, though exposure is less significant at
13.5% in relation to the company's total earning assets as of the
same reporting date. Since the onset of the pandemic, STWD has
expanded its liquidity by slowing new originations, bolstering
collateral positions in funding facilities, and raising cash.

The outlook is negative, reflecting the likely deterioration in
Starwood's asset performance and real estate values, profitability
and capital position relating to the coronavirus pandemic.

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

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, Starwood's ratings could be
upgraded if the company: 1) further diversifies its funding sources
to include additional senior unsecured debt, resulting in a ratio
of secured debt to tangible assets declining to not more than 45%;
2) maintains strong, stable profitability and low credit losses;
and 3) maintains a ratio of adjusted debt to adjusted tangible
equity of not more than 3.0x.

Starwood's ratings could be downgraded if the company: 1) increases
exposure to volatile funding sources or otherwise encounters
material liquidity challenges, 2) increases its adjusted debt to
adjusted tangible equity leverage to more than 4.5x, 3) rapidly
accelerates growth, or 4) suffers a sustained decline in
profitability.

The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.


STARWOOD PROPERTY: S&P Rates New $300MM Senior Unsecured Notes 'B+'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to Starwood
Property Trust Inc.'s (STWD) proposed $300 million senior unsecured
notes due 2023. S&P expects the proposed issuance to be leverage
neutral. The company will use the proceeds from the issuance to pay
down the remaining balance of its existing senior notes due
February 2021, and the remaining proceeds to pay down its secured
repurchase facilities.

S&P rates the company's senior unsecured notes one notch below the
issuer credit rating of 'BB-' because priority debt exceeds 30% of
adjusted assets, and the company maintains unencumbered assets
greater than the amount of rated unsecured debt. Pro forma for the
proposed issuance, the company maintains approximately $2.9 billion
of unencumbered assets on its balance sheet, largely consisting of
commercial real estate (CRE) commercial mortgage-backed securities
and residential mortgage-backed securities investments, and $1.75
billion of senior unsecured debt.

"Our 'BB-' rating on STWD reflects its substantial use of
repurchase funding and related margin call risk, credit risk
associated with transitional loans, and the cyclical fluctuations
of CRE. Offsetting these factors are STWD's low leverage relative
to other finance companies, strong underwriting history in its
investment portfolio, and diverse sources of earnings, including
the infrastructure lending business acquired in 2018," S&P said.

"Our outlook on STWD is negative because of potential company
investment performance challenges that could lead to margin calls
amid the current difficult operating conditions," the rating agency
said.


STEPHANIE L. SKINNER: $865K Savannah Property Sale to Reynolds OK'd
-------------------------------------------------------------------
Judge Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia authorized Stephanie L. Skinner's sale
of the real property located at 513 Suncrest Boulevard, Savannah,
Georgia to Vic Reynolds for $865,000.

The sale is "where is, as is," free and clear of all liens.

All proceeds of the sale will be paid to McCormick 106, LLC as the
assignee of Synovus Bank and/or other authorized parties as
required by the closing attorney.

Stephanie L. Skinner sought Chapter 11 protection (Bankr. S.D. Ga.
Case No. 19-41637) on Nov. 15, 2019.  The Debtor tapped J. Michael
Hall, Esq., at Hall & Navarro, LLC as counsel.


TOWN SPORTS: Affiliates' Case Summary & 30 Top Unsecured Creditors
------------------------------------------------------------------
Forty-one affiliates of Town Sports International that concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code:

     Debtor                                            Case No.
     ------                                            --------
     TSI Great Neck, LLC                               20-12646
     399 Executive Blvd.
     Elmsford, NY 10523

     TSI Mamaroneck, LLC                               20-12661
     TSI East 59, LLC                                  20-12642
     TSI East 41, LLC                                  20-12640
     TSI Stamford Post, LLC                            20-12671
     TSI 217 Broadway, LLC                             20-12637
     TSI Rodin Place, LLC                              20-12668
     TSI Syosset, LLC                                  20-12673
     TSI East Meadow, LLC                              20-12644
     TSI Greenwich, LLC                                20-12647
     TSI Market Street, LLC                            20-12662
     TSI Huntington, LLC                               20-12648
     TSI Montclair, LLC                                20-12665
     TSI Newbury Street, LLC                           20-12667
     TSI Irving Place, LLC                             20-12649
     TSI Woodmere, LLC                                 20-12678
     TSI West Newton, LLC                              20-12675
     TSI West Nyack, LLC                               20-12676
     TSI Somers, LLC                                   20-12670
     TSI Mercer Street, LLC                            20-12663
     TSI Englewood, LLC                                20-12645
     TSI East 48, LLC                                  20-12641
     TSI Midwood, LLC                                  20-12664
     TSI New Rochelle, LLC                             20-12666
     TSI East Brunswick, LLC                           20-12643
     TSI West End, LLC                                 20-12674
     TSI Summer Street, LLC                            20-12672
     TSI Canton, LLC                                   20-12639
     TSI Bradford, LLC                                 20-12638
     TSI Lucille Ralph Avenue, LLC                     20-12658
     TSI Lucille St Nicholas Avenue, LLC               20-12660
     TSI Lucille 89th Street, LLC                      20-12651
     TSI Lucille Astoria, LLC                          20-12652
     TSI Lucille Bayshore, LLC                         20-12653
     TSI Lucille Bronx, LLC                            20-12654
     TSI Lucille Commack, LLC                          20-12655
     TSI Luclle Holbrook, LLC                          20-12656
     TSI Lucille Rockville Centre, LLC                 20-12659
     TSI Lucille 42nd Street, LLC                      20-12650
     TSI Silver Spring, LLC                            20-12669
     TSI Woburn, LLC                                   20-12677

The Debtors seek joint administration of their cases under the Lead
Case of Town Sports International, LLC (Bankr. D. Del. Case No.
20-12168).

Business Description:     Town Sports International, LLC and its
                          subsidiaries are owners and operators of
                          fitness clubs in the United States,
                          particularly in the Northeast and Mid-
                          Atlantic regions.  As of Dec. 31, 2019,
                          the Debtors operated 186 fitness clubs
                          under various brand names, collectively
                          serving approximately 605,000 members as
                          of Dec. 31, 2019. Visit
                          http://www.townsportsinternational.com
                          for more information.

Chapter 11 Petition Date: October 21, 2020

Court:                    United States Bankruptcy Court
                          District of Delaware

Judge:                    Hon. Christopher S. Sontchi

Debtors'
Bankruptcy
Counsel:                  Robert S. Brady, Esq.
                          Sean T. Greecher, Esq.
                          Allison S. Mielke, Esq.
                          YOUNG CONAWAY STARGATT & TAYLOR, LLP
                          1000 North King Street
                          Wilmington, Delaware 19801
                          Tel: (302) 571-6600
                          Email: rbrady@ycst.com
                                 sgreecher@ycst.com
                                 amielke@ycst.com

                            - and -

                          Nicole L. Greenblatt, P.C.
                          Derek I. Hunter, Esq.
                          KIRKLAND & ELLIS LLP
                          601 Lexington Avenue
                          New York, New York 10022
                          Tel: (212) 446-4800
                          Email: nicole.greenblatt@kirkland.com
                                 derek.hunter@kirkland.com
                                 
                            - and -

                          Mark McKane, P.C., Esq.
                          KIRKLAND & ELLIS LLP
                          555 California Street
                          San Francisco, CA 94104
                          Tel: (415) 439-1400
                          Email: mark.mckane@kirkland.com

                            - and -

                          Joshua M. Altman, Esq.
                          KIRKLAND & ELLIS LLP
                          300 North LaSalle Street
                          Chicago, Illinois 60654
                          Tel: (312) 862-2000
                          Email: josh.altman@kirkland.com

Debtors'
Financial
Advisor &
Investment
Banker:                   HOULIHAN LOKEY, INC.

Debtors'
Real Estate
Advisor:                  HILCO REAL ESTATE, LLC

Debtors'
Claims,
Noticing,
Solicitation,
and Balloting
Agent and
Administrative
Advisor:                  EPIQ CORPORATE RESTRUCTURING, LLC
                        https://dm.epiq11.com/case/townsports/info

Estimated Assets: $500 million to $1 billion

Estimated Liabilities: $500 million to $1 billion

The petitions were signed by John C. DiDonato, chief executive
officer.

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

https://www.pacermonitor.com/view/57OT3BA/TSI_Great_Neck_LLC__debke-20-12646__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/VRKKKWI/TSI_Mamaroneck_LLC__debke-20-12661__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/5N7MSFY/TSI_East_59_LLC__debke-20-12642__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/B3GFK7A/TSI_East_41_LLC__debke-20-12640__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/HSUOPRA/TSI_Stamford_Post_LLC__debke-20-12671__0001.0.pdf?mcid=tGE4TAMA

List of Debtors' 30 Largest Unsecured Creditors:

Entity                               Nature of Claim Claim Amount
------                               --------------- ------------
1. ABC Realty                             Rent And      $1,255,433
152 West 57th Street,                     Other
12th Floor                                Related
New York, NY 10019                        Amounts
Bill Harra
Tel: (212) 307-0500, Ext. 226
Email: bharra@abcmgmt.net

2. TFG Winter Street                      Rent And      $1,107,516
Property, LLC                             Other
c/o Davis Marcus                          Related
Management, Inc.                          Amounts
125 High Street, Ste 2111
Attn: Kevin Bransfield
Boston, MA
02110-2704
Mark Bush
Tel: (617) 986-6341
Email: mbush@thedaviscompanies.com

Colin C. Macdonald
Tel: (617) 986-6341
Email: cmacdonald@thedaviscompanies.com

3. Babson College                         Rent And      $1,081,644
Attn: Controller,                         Other
Nichols Building                          Related
Babson Park, MA 02157                     Amounts

Steve Gusmini
Tel: 781-239-5697
Email: sgusmini@babson.edu

4. 575 Lex Property                       Rent And        $962,495
Owner, LLC                                Other
PO Box 780236                             Related
Philadelphia, PA                          Amounts
19178-0236
Monica Saavedra-Garcia
Tel: 212-702-9824
Email: Monica.SaavedraGarcia@columbia.reit

5. Con Edison                             Utilities       $948,248
PO Box 1701
New York, NY
10116-1701
Spero Poulimeros
NUS Consulting Group
Tel: 201-391-4300
Email: spoulimeros@nusconsulting.com

6. New Roc Parcel 1A, LLC                 Rent And        $945,079
Attn: Aaron Kosakowski                    Other
1720 Post Road                            Related
Fairfield, CT 06824                       Amounts
Marcia Nurse-Daniel
Tel: 203-256-4066
Mnurse-daniel@ceruzzi.com

- and -

Louis Cappelli
Email: louis@icapelli.com

7. Garth Organization                     Rent And        $940,659
161 East 86th Street                      Other
New York, NY 10019                        Related
Daniel Friedland                          Amounts
Tel: 212-586-8800
Email: dan@garthorg.com

8. Trea 350 Washington                    Rent And        $935,804
Street LLC                                Other
4400 W 78th St, Suite 200                 Related
Attn: Allison Barron                      Amounts
Minneapolis, MN 55435

Chris Daley
Tel: 617 204 1030
Email: Christopher.Daley@cbre.com

9. Related Broadway                       Rent And        $934,504
Development, LLC                          Other
60 Columbus Circle,                       Related
19th Floor                                Amounts
New York, NY 10023
Debbie Bronisevsky
Tel: 917-734-4868
Email: Debbie.Bronisevsky@related.com

10. Larstrand Corp.                       Rent And        $901,870
C/O ZKZ Assoc. -                          Other
Friedland                                 Related
500 Park Avenue                           Amounts
New York, NY 10022
Andrea Cardella
Tel: 212-744-3300
Email: ac@friedlandproperties.com

11. Lafayette-Astor                       Rent And        $844,022
Associates LLC                            Other
P.O. Box 432                              Related
Emerson, NJ 07630                         Amounts
Donna Vogel
Tel: 212.431.9416
Email: dsiciliani@gfpre.com;

- and -

Bibi Husseain
Tel: 212-609-8030
Email: BHusseain@gfpre.com

12. Dobbs Ferry Shopping LLC              Rent And        $802,289
C/O Philips                               Other
International 295                         Related
Madison Avenue, 2nd Floor                 Amounts
New York, NY 10017
Maria Lange
Tel: 212.951.3813
Email: mlange@pihc.com

13. Rock Mcgraw , Inc.                    Rent And        $771,951
1221 Avenue of the Americas               Other
New York, NY 10020                        Related
Jeffrey Kim                               Amounts
Tel: 212 282 2031
Email: jkim@rockefellergroup.com

14. ARE-MA Region No.                     Rent And        $770,926
75, LLC                                   Other
PO Box 975383                             Related
Dallas, TX                                Amounts
75397-5383
Shelby McKenney
Tel: 617-500-8703
Email: smckenney@are.com

15. Station Landing III LLC               Rent And        $747,516
2310 1 Washington Street                  Other
Newton Lower Falls, MA 02462              Related
Chuck Landry and Jessica Pollack          Amounts
Tel: 617-559-5027
Email: clandry@natdev.com
jpollack@natdev.com

16. Inland Diversified                    Rent And        $741,231
Real Estate Services, L.L.C               Other
15961 1 Collections                       Related
Center Drive                              Amounts
Chicago, IL
60693-0139
Jennifer Surber
Tel: 317 713 5656
Email: jsurber@kiterealty.com

17. SCF RC Funding IV LLC                 Rent And        $730,018
47 Hulfish                                Other
St, Suite 210                             Related
Princeton, NJ 08542                       Amounts
Claudia Curto
Tel: 609-285-2969
Email: ccurto@essentialproperties.com

18. Imperial Bag & Paper                   Trade          $726,621
Company, LLC
255 Route 1 and 9
Jersey City, NJ 07306
Virginia Wotman
Tel: 201-437-7440 ext. 5104
Email: virginia@imperialdade.com

19. 110 BP Property LLC                   Rent And        $715,644
64 Beaver St.                             Other
Suite 108                                 Related
New York, NY 10004                        Amounts
Jessica Eller
Tel: 212.563.9200, Ext.135
Email: jeller@hidrock.com

20. DC USA Operating Co., LLC             Rent And        $700,013
2309 Frederick                            Other
Douglass Blvd., 2nd Floor                 Related
New York, NY 10027                        Amounts
Steven A. Sterneck
Tel: 212-678-4400 ext. 106
Email: ssterneck@gridproperties.com

21. WMAP, LLC                             Rent And        $694,773
C/O The Shops At                          Other
Atlas Park                                Related
P.O. BOX 843383                           Amounts
Los Angeles, CA
90084-3383
Joanna Grace Morrow
Tel: (818) 265-7601
Email: Jmorrow@onni.com

22. Tolleson One, LLC                     Rent And        $682,815
4012 Via Solano                           Other
Palos Verdes Estates,                     Related
CA 90274                                  Amounts
Chuck Grace
Tel: 213-388-5416
Email: cgrace@itcelectronics.com

and

Daniel B. Leon, Esq.
Tel: 310-312-3289
Email: dbl@msk.com

23. Yorkville Towers                      Rent And        $678,526
Associates                                Other
1619 Third Ave.                           Related
New York, NY 10128                        Amounts
Diana Bosnjak
Tel: 212.534.7771 x 136
Email: dbosnjak@RYManagement.com

24. 200 Park                              Rent And        $654,398
LP General Post                           Other
Office P.O. Box 27996                     Related
New York, NY 10087                        Amounts
Jean Baptiste David
Tel: 212-867-0750
Email: JDavid@TishmanSpeyer.com

25. Clearbrook Cross LLC                  Rent And        $643,808
c/o Robert Martin                         Other
Company, LLC                              Related
100 Clearbrook Road                       Amounts
Elmsford, NU 10523
Customer Service
Tel: 914-592-4800
Email: customerservice@rmcdev.com

26. T-C 501 Boylston                      Rent And        $632,131
Street LLC                                Other
14626 Collections                         Related
Center Drive Amounts
Chicago, IL 60693
Devin O'Keeffe
Tel: 617 247 3676
Email: devin.o'keeffe@cbre.com

27. 100 Duffy, LLC                        Rent And        $606,288
102 Duffy Avenue                          Other
Hicksville, NY 11801                      Related
Ana Morgan                                Amounts
Tel: 216-588-7141
Email: Ana.Morgan@mynycb.com

28. George Comfort & Sons, Inc.           Rent And        $586,817
200 Madison Ave,                          Other
26th Floor                                Related
New York, NY 10016                        Amounts
Anita Polczynska
Tel: 212.542.2139
Email: apolczynska@gcomfort.com

29. Club Investors Group, LP              Rent and        $567,894
Attention: Frank Napolitano               Other
640 Spruce Street                         Related
Philadelphia, PA 19106                    Amounts
Frank Napolitano
Tel: 215 341-6130
Email: franknapolitanojr@gmail.com;

30. SOF-IX Blueback                       Rent And        $562,152
Square Holdings, L.P.                     Other
P.O. BOX 75762                            Related
Baltimore, MD                             Amounts
21275-5762
Vincent Banda
Tel: 312.242.3184
Email: vbanda@starwoodretail.com


TOWNHOUSE HOTEL: Seeks to Hire Mario Borda as Real Estate Broker
----------------------------------------------------------------
Townhouse Hotel, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Mario Borda and
Borda Commercial Real Estate, Inc. as real estate broker.

The Debtor needs the assistance of the broker for the sale or
sublease of the leasehold for its property located at 150 20th
Street, Miami Beach, Florida.

The broker will be compensated 6% of gross sales price.

Mario Borda, president of Borda Commercial Real Estate, Inc.,
disclosed in court filings that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     Mario Borda
     BORDA COMMERCIAL REAL ESTATE, INC.
     175 SW 7th St, Suite 2416
     Miami, FL 33130
     Telephone: (786) 347-1069
     E-mail: info@bcre.us

                                 About Townhouse Hotel

Townhouse Hotel, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19997) on September
16, 2020. The petition was signed by Abraham Kramer, manager of G &
A Miami LLC, manager of Townhouse Hotel LLC. At the time of the
filing, the Debtor disclosed estimated assets of $1 million to $10
million and estimated liabilities of $500,000 to $1 million. Judge
Robert A. Mark oversees the case. Scott Alan Orth, Esq., at Law
Offices of Scott Alan Orth, P.A. serves as the Debtor's counsel.


TRUGREEN LIMITED: Moody's Rates New $1.33-Bil. Secured Loans 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to TruGreen Limited
Partnership (TruGreen) proposed $1,150 million senior secured term
loan credit facility maturing 2027 and $187 million revolving
credit facility expiring in 2025 and a Caa1 rating to the company's
proposed $275 million senior secured second lien term loan facility
due 2028. Moody's also affirmed TruGreen's B2 Corporate Family
Rating (CFR), B2-PD Probability of Default Rating and the B1 rating
on the company's existing first lien credit facilities. The outlook
remains stable.

Proceeds from the proposed recapitalization, will be used to pay a
$349 million dividend distribution to shareholders and refinance
the existing outstanding amount under the current first and second
lien term loans. The rating on the current first lien term loan and
revolver will be withdrawn at the close of the transaction.

"Pro forma for the $349 million dividend and recapitalization,
TruGreen will, in the short term, increase its financial risk
profile, but maintain sufficient operating flexibility given its
stable profitability and defensive end markets," said Scott
Manduca, a Moody's VP-Senior Analyst.

The affirmation of the B2 CFR reflects Moody's expectation that the
company will operate with very high leverage. Pro forma for the
transaction, Moody's expects debt leverage by year end 2020
(inclusive of Moody's adjustments) to be at 6.6x. However,
continued organic growth and stable demand and free cash flow
characteristics will allow sufficient financial flexibility.

The B1 rating on the senior secured first lien facilities is one
notch higher than the CFR, reflecting their priority position and
the loss absorption provided by the senior secured second lien term
loan. The Caa1 rating assigned to the senior secured second lien
term loan is two notches below the CFR reflecting their position as
the most junior debt in TruGreen's capital structure. TruGreen's
subsidiaries provide upstream guarantees.

Assignments:

Issuer: TruGreen Limited Partnership

Gtd. Senior Secured First Lien Term Loan, Assigned B1 (LGD3)

Gtd. Senior Secured First Lien Revolving Credit Facility, Assigned
B1 (LGD3)

Gtd. Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD5)

Affirmations:

Issuer: TruGreen Limited Partnership

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Gtd. Senior Secured First Lien Revolving Credit Facility, Affirmed
B1 (LGD3)

Gtd. Senior Secured First Lien Term Loan, Affirmed B1 (LGD3)

Outlook Actions:

Issuer: TruGreen Limited Partnership

Outlook, Remains Stable

RATINGS RATIONALE

TruGreen 's B2 Corporate Family Rating reflects the company's solid
market position as the leading lawn care service provider for the
residential market in the US. With significant market share in a
highly fragmented industry, TruGreen competes predominantly against
smaller independent local providers in a highly fragmented
industry. In addition, Moody's credit rating is supported by high
levels of recurring revenues, predictable free cash flow and a
diversified customer base. At the same time, Moody's credit rating
considers the company's slow growth, low EBITA margins and high
leverage. Governance risks Moody's considers in TruGreen's credit
profile include the company's financial policy with respect to
dividend distribution and leverage. These risks are partially
mitigated by management's commitment to reduce leverage and the
company's stable operating performance.

The stable outlook reflects Moody's expectations that TruGreen will
continue to demonstrate stability and modest improvement in its
operating performance and apply free cash flow toward debt
reduction.

TruGreen has a good liquidity profile, which Moody's expects to be
maintained over the next 12 to 18 months. Pro forma for the
proposed transaction, the company's liquidity profile will be
supported by approximately $30 million in cash at fiscal January 2,
2021 and $187 million in availability under the company's undrawn
revolving credit facility prior to $34 million of outstanding
letters of credit.

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

The rating could be upgraded if (all ratios include Moody's
standard adjustments):

  -- Adjusted Debt-to-EBITDA is below 5.0x for a sustained period
of time

  -- Adjusted EBITA-to-Interest expense is above 2.0x for a
sustained period of time

  -- The company maintains a good liquidity profile

  -- The company maintains a more conservative financial policy

The rating could be downgraded if:

  -- Adjusted Debt-to-EBITDA is above 6.0x for a sustained period
of time

  -- EBITA-to-Interest expense is below 1.5x for a sustained period
of time

  -- The company's liquidity profile deteriorates

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

Headquartered in Memphis, Tennessee, TruGreen Limited Partnership
is a lawn care service provider in North America controlled by
affiliates of Clayton, Dubilier & Rice. The company primarily
serves the residential market with 276 company operated and
franchise locations across 48 states and three Canadian provinces.


UNITED AIRLINES: Moody's Affirms Ba2 CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service affirmed its debt ratings for United
Airlines Holdings, Inc. and United Airlines, Inc. (together
"United"), including the Ba2 corporate family, Ba2-PD probability
of default, Ba1 senior secured and Ba3 senior unsecured. The
ratings outlook is negative.

Moody's also assigned an A3 rating to United Airlines, Inc.'s Pass
Through Certificates, Series 2020-1 that the company announced
earlier: $3 billion Class A with a legal final maturity of April
15, 2029 ("the Certificates"). The final scheduled payment date
precedes the respective legal final maturity date by 18 months. The
Certificates' proceeds will pay-off the $2.75 billion aggregate
outstanding amount of the company's three separate term loan
facilities that mature in March or April 2021. The aircraft, spare
parts and spare engine collateral that will secure the company's
obligations under the transaction's equipment notes are currently
pledged to these respective term loans. Substantially all of the
airline's spare parts, 352 mainline aircraft and 99 spare engines
will secure the Certificates.

The affirmation of the ratings reflects Moody's belief that
United's liquidity will remain sufficient to outlast the wait for
coronavirus vaccines and their broad dissemination. Moody's also
expects that United will prioritize debt reduction in the
post-coronavirus years to restore its credit metrics to
pre-coronavirus levels. The negative outlook reflects the potential
for greater than currently anticipated impacts of the coronavirus,
which would likely lead to faster consumption of the company's
liquidity, the delay of the pace and scope of the recovery in
demand, the retirement of debt and the strengthening of credit
metrics versus Moody's current expectations.

RATINGS RATIONALE

The Ba2 corporate family rating reflects United's favorable
business profile as the third largest US and global airline based
on revenue, the potential to restore its operating and credit
profiles once a sustained, broad-based recovery of demand for air
travel begins, now not likely before 2022 in Moody's view and its
good liquidity. The improvements in service delivery and
operational reliability that United achieved in the 24 months
through the end of 2019, the increased variable cost structure and
expectations that United will effectively deploy capacity relative
to demand should promote improving financial performance through a
recovery from the coronavirus. The Ba2 rating also reflects the
expectation that management will prioritize debt repayment to
restore the balance sheet in upcoming years. Credit metrics,
including debt-to-EBITDA of 2.7x and free cash flow to debt of
about 9.5%, heading into 2020 provided a cushion for the Ba2
corporate family rating.

The A3 rating of the Certificates reflects the credit quality of
United; the typical benefits of Enhanced Equipment Trust
Certificates ("EETCs"), including the applicability of Section
1110, an 18-month liquidity facility provided by Goldman Sachs Bank
USA; cross-subordination pursuant to the Intercreditor Agreement;
and Moody's belief that the collateral will remain important to
United's network during the transaction's seven-year term,
notwithstanding the advanced age of the majority of the aircraft in
the transaction. The certificate's terms provide for subsequent
issuances of junior tranches.

The 352 aircraft in the collateral span 11 different models with an
average age of about 19 years, the youngest a 10-year old 737-800,
the oldest several 25-year-old, 757-200s. The 757-200, 757-300,
767-300ER, 767-400ER, 777-200, 777-200ER, 737-700, 737-800,
737-900ER, A319 and A320 are the aircraft models in the collateral.
The aircraft in the collateral represent 43% of United's mainline
fleet at December 31, 2019, many of which will remain parked
through 2021 and possibly for much of 2022, given the uncertain
pace of recovery in air travel demand. United disclosed on its Q3
earnings call that it has no near-term plans to retire any aircraft
in its fleet. The 352 aircraft are split into two tiers, Tier I and
Tier II, differentiated by age with Tier II having the oldest
aircraft. The equipment note debt attributable to each Tier II
aircraft is scheduled to be repaid in full by the payment due in
October 2024. At or after that time, these aircraft may be released
from the collateral. There will be separate semi-annual LTV ratio
tests for each of the three collateral groups (spare engines and
spare parts, Tier I aircraft, Tier II aircraft). United will also
have the right to substitute aircraft engines and or airframes and
to release these types of collateral pursuant to the transaction's
terms.

This transaction is the first of its kind; whereby aircraft, spare
parts and aircraft engines are commingled in one EETC. There will
also be only one equipment note, obviating the need for
cross-default and cross-collateralization (together "crossing")
relative to a traditional transaction with as many notes in a class
as the number of aircraft in a transaction. Crossing with the Class
A will remain intact for subsequently issued junior classes, if
any.

Moody's believes the inclusion of the spare parts and engines helps
mitigate the financial risk associated with the advanced age of the
aircraft collateral. Pursuant to FAA regulations, aircraft can only
be dispatched for a flight if they meet airworthiness standards.
Without access to spare parts, an airline would likely have
difficulty meeting FAA regulations, impairing its ability to
conduct flight operations. Moody's believes this factor indicates a
lower probability of disaffirmation of the transaction under a
United Airlines' bankruptcy scenario versus a transaction that
would be secured only by the 352 aircraft.

Moody's estimates the peak loan-to value (LTV) at about 60%, before
priority claims for repossession and remarketing costs and of
liquidity providers, which occurs at the transaction's inception.
The amortization profile is steeper than that of recent EETC
transactions secured by new or recent deliveries of in-demand
aircraft models, providing for an increase in the equity cushion
with each quarterly payment. Moody's projected LTVs at October
2022, 2024 and 2026 are 47%, 32% and 34%, respectively. These
compare to 51% at inception, and 40%, 28% and 30% at these same
periods, respectively in the prospectus. The modest increase in LTV
after October 2024 reflects the assumed release of the Tier II
aircraft from the transaction. Moody's discounted the equipment
appraisal values by 15% when projecting LTVs for the transaction,
based on its comparison of various appraisers' opinions of aircraft
values. Moody's estimated the collateral value at $4.943 billion at
inception, $5.035 billion in October 2022, $4.215 billion in
October 2024 and $2.369 billion in October 2024. These estimates
are 15% below those in the prospectus. The increase in estimated
value reflects changes to maintenance adjustments for aircraft and
engines.

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

The ratings could be downgraded if Moody's believes that liquidity
will become insufficient for United to support itself well into
2022 while the recovery of demand awaits coronavirus vaccines
through 2021. Aggregate of cash and available revolver approaching
$8 billion could pressure the ratings as could clear expectations
that United will not be able to timely restore its financial
profile once the virus recedes. For example, if debt-to-EBITDA is
sustained above 4x or funds from operations plus
interest-to-interest is sustained below 4.5x beyond 2022. There
will be no upwards pressure on ratings until after passenger demand
returns to pre-coronavirus levels and United maintains liquidity
above $6 billion, and key credit metrics improve, as indicated by
EBITDA margins above 18%, debt-to-EBITDA below 3x and funds from
operations plus interest-to-interest of about 6x.

The pace and extent to which long-haul international and business
travel returns will influence the pace at which the credit profile
will be restored. Downwards rating pressure could build if the
coronavirus proves to deal a strong secular blow to these segments
of travel demand, for which United is not able to mitigate the
financial impacts. Delays in availability of vaccines could also
lead to ratings downgrades.

Changes in the EETC ratings can result from any combination of
changes in the underlying credit quality or ratings of United, in
Moody's opinion of the importance of the collateral to the
airline's network, or in Moody's estimates of equipment market
values, which will affect estimates of loan-to-value.

The principal methodologies used in rating United Airlines, Inc.,
United Air Lines, Inc., and United Airlines Holdings, Inc. were
Passenger Airline Industry published in April, Enhanced Equipment
Trust and Equipment Trust Certificates published in July 2018. The
principal methodology used in rating Mileage Plus Holdings, LLC was
Business and Consumer Service Industry published in October 2016.
The principal methodology used in rating CLEVELAND (CITY OF) OH,
Denver (City & County of) CO, Hawaii Department of Transportation,
Houston (City of) TX, and NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY
was Passenger Airline Industry published in April 2018.

COMPANY PROFILE

United Airlines Holdings, Inc. is the holding company for United
Airlines, Inc. United Airlines and United Express operated an
average of 5,000 flights a day to 362 airports across five
continents prior to the coronavirus. Revenue was $43.2 billion in
2019 and $22.8 billion for the last 12 months ended September 30,
2020. Moody's estimates full year 2020 revenue will be about $14.5
billion.

The following rating actions were taken:

Assignments:

Issuer: United Airlines, Inc.

Senior Secured Enhanced Equipment Trust, Assigned A3

Affirmations:

Issuer: CLEVELAND (CITY OF) OH

Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)

Issuer: Denver (City & County of) CO

Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)

Issuer: Hawaii Department of Transportation

Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)

Issuer: Houston (City of) TX

Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)

Issuer: NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY

Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)

Issuer: Mileage Plus Holdings, LLC

Senior Secured Bank Credit Facility, Affirmed Baa3

Senior Secured Regular Bond/Debenture, Affirmed Baa3

Issuer: United Air Lines, Inc.

Senior Secured Pass-Through, Affirmed Ba1

Issuer: United Airlines Holdings, Inc.

Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

Senior Unsecured Shelf, Affirmed (P)Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5)

Issuer: United Airlines, Inc.

Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3, from
LGD2)

Senior Secured Enhanced Equipment Trust, Affirmed A1

Senior Secured Enhanced Equipment Trust, Affirmed Baa1

Senior Secured Enhanced Equipment Trust, Affirmed Baa2

Senior Secured Enhanced Equipment Trust, Affirmed Baa3

Senior Secured Enhanced Equipment Trust, Affirmed Ba1

Senior Secured Equipment Trust, Affirmed Ba1

Senior Secured Equipment Trust, Affirmed Baa3

Outlook Actions:

Issuer: Mileage Plus Holdings, LLC

Outlook, Remains Stable

Issuer: United Airlines Holdings, Inc.

Outlook, Remains Negative

Issuer: United Airlines, Inc.

Outlook, Remains Negative


VP WILLIAMS TRANS: DePalma's 111(b)(2) Election Timely, Court Says
------------------------------------------------------------------
Bankruptcy Judge Michael E. Wiles overruled debtor VP Williams
Trans, LLC's objection to creditor DePalma Acquisition I, LLC's
election under 11 U.S.C. section 1111(b). An election under section
1111(b)(2) affects a debtor's ability to confirm a plan of
reorganization over the objection of a secured creditor. A plan
cannot be confirmed over the objection of a secured creditor in a
subchapter V case unless the plan is "fair and equitable" with
respect to its secured claims. Judge Wiles found that DePalma's
election under section 1111(b) of the Bankruptcy Code was timely,
effective and not waived.

VP Williams Trans is the debtor in a pending subchapter V chapter
11 case. VP Williams operates a taxi business and owns a single
taxi medallion in which DePalma holds a perfected security
interest. DePalma acquired its claim and security interest by
assignment from the National Credit Union Administration Board.

Two underlying loans are secured by the medallion. The loans also
are guaranteed by the sole owner of VP Williams, Mr. Vasilios
Papaioannou. VP Williams has not listed any creditors other than
DePalma, and no creditors other than DePalma have filed proofs of
claim.

DePalma's proof of claim was filed on March 30, 2020, asserting
that the outstanding debt as of the petition date was $576,927.58.
DePalma alleges the claim is secured and lists $200,000 as the
"value of property" and "amount of the claim that is secured."  It
says the balance of the claim ($376,927.58) exceeds the collateral
value and therefore is unsecured.

On May 19, 2020, VP Williams filed a proposed plan of
reorganization under which the Debtor will retain the medallion and
continue to use it. The plan also proposes to divide the DePalma
claim into two separate "secured" and "unsecured" claims, and pay
only the secured claim in full. The Debtor's future disposable
earnings, and some funds from Mr. Papaiannou and his family would
be used to pay the secured claim and make very small payments
(estimated at 3%) on the unsecured claim. In exchange, Mr.
Papaiannou and VP Williams have asked that Mr. Papaiannou be
released from his guarantee obligations, though at a recent hearing
the attorney for VP Williams stated it would proceed with the
chapter 11 plan even if it could not obtain such a release.

VP Williams also has filed a motion asking the Court to value the
taxi medallion and reclassify the secured and unsecured portions of
the DePalma proof of claim. VP Williams contends the medallion has
a current fair value of only $90,000. DePalma disagreed and has
moved to dismiss the subchapter V case or, in the alternative, for
relief from the automatic stay so that it may enforce its security
interests in the medallion. DePalma also filed an election under
section 1111(b) on Sept. 4, 2020. VP Williams has objected to the
section 1111(b) election and has moved to strike it on two
grounds:

     -- The value of the medallion is "inconsequential" and
therefore than an election under section 1111(b) is not available.

     -- It is too late for DePalma to make a section 1111(b)
election and DePalma is bound by its proof of claim, which
allegedly constituted an election not to use section 1111(b).

According to Judge Wiles, an election under section 1111(b)(2)
affects a debtor's ability to confirm a plan of reorganization over
the objection of a secured creditor.  A plan cannot be confirmed
over the objection of a secured creditor in a subchapter V case
unless the plan is "fair and equitable" with respect to its secured
claims. This, in turn, requires that the treatment of the relevant
secured claims comply with the requirements of section
1129(b)(2)(A) of the Bankruptcy Code. Section 1129(b)(2)(A)
provides that a plan is "fair and equitable" as to non-consenting
secured creditor claims if the plan meets one of three tests:

     (i) (I) that the holders of such claims retain the liens
securing such claims, whether the property subject to such liens is
retained by the debtor or transferred to another entity, to the
extent of the allowed amount of such claims; and (II) that each
holder of a claim of such class receive on account of such claim
deferred cash payments totaling at least the allowed amount of such
claim, of a value, as of the effective date of the plan, of at
least the value of such holder's interest in the estate's interest
in such property;

    (ii) for the sale, subject to 11 U.S.C. section 363(k), of any
property that is subject to the liens securing such claims, free
and clear of such liens, with such liens to attach to the proceeds
of such sale, and the treatment of such liens on proceeds under
clause (i) or (iii) of this subparagraph; or

   (iii) for the realization by such holders of the indubitable
equivalent of such claims.

Judge Wiles held that the plan of reorganization that is presently
on file does not satisfy any of these tests.

Judge Wiles noted VP Williams apparently does not wish to sell the
medallion and in the absence of such a sale, section
1129(b)(2)(A)(ii) is irrelevant. In addition, if the section
1111(b) election is valid, then the secured claim would exceed
$575,000 in amount, and VP Williams does not contend that it is
able to provide DePalma with a plan treatment that would constitute
the "indubitable equivalent" of such claim. VP Williams therefore
could only invoke section 1129(b)(2)(A)(i) in support of
confirmation. In that case the plan would have to provide for
deferred payments that nominally would total at least the full
amount of the $575,000 claim, though the actual discounted present
value of the proposed deferred payments would only need to be equal
to the current value of the medallion.

If (by contrast) the section 1111(b) election is not available to
DePalma, Judge Wiles said the "secured' claim would only be equal
to the value of the medallion itself, not the full amount of the
debt owed to DePalma. In that case confirmation under section
1119(b)(2)(A)(i) would only require deferred payments with a
nominal total that is at least equal to the value of the medallion
(not the entire amount of the secured claim), though the present
value of such payments would still need to be equal to the value of
the collateral. Alternatively, VP Williams could seek confirmation
on the ground that it has proposed a treatment of the secured claim
that is the "indubitable equivalent" of the value of the
medallion.

Judge Wiles said an election under section 1111(b) is not available
if the interest of the claimholders in the relevant collateral is
"inconsequential." VP Williams has contended that DePalma's
interest in the medallion is "inconsequential" and therefore that
the section 1111(b)(2) election is not available in this case.

Courts have taken different approaches in deciding how to measure
whether the property is of "inconsequential" value. No matter which
approach is taken, however, Judge Wiles said it is impossible for
him to see how the medallion, in this case, could be deemed to be
of "inconsequential" value.

VP Williams has relied on the decision by the Bankruptcy Court for
the Eastern District of Pennsylvania in In re Body Transit, Inc.,
Case No. 20-10014 ELF, 2020 WL 4574907 (Bankr. E.D. Pa. Aug. 7,
2020).

Judge Wiles said he appreciates the careful reasoning of the Body
Transit decision and respects the bankruptcy judge who rendered the
decision, but he disagrees with some of the reasoning that is set
forth in the decision. For example, the court referred to one of
the "purposes" of section 1111(b) as a Congressional desire to
protect secured creditors whose collateral had suffered a temporary
decline in value. However, there is nothing in section 1111(b) that
limits its application to creditors who fall in that category.
Section 1111(b) is not conditioned on a temporary decline in
collateral value; it is available to secured creditors who are not
happy with a value that a debtor has proposed, and who are not
happy with the prospect of having to live with a judge's decision
as to what the value of the collateral is.

In any event, as interesting as all of the foregoing issues are,
this is not a difficult case, no matter which view is taken. The
collateral value in this case, even under the Debtor's view, is at
least twice as significant (as a percentage of claim amount) than
was the case in Body Transit. It is at least 15.6% of the value of
the total claim. Counsel to VP Williams acknowledged he could not
locate any decision holding that a collateral with such a
proportionate value is "inconsequential," and "I do not think that
such a contention can be sustained," Judge Wiles said.

The Debtor also argued the proof of claim constituted an election
by DePalma to abide permanently by section 506(a) of the Bankruptcy
Code, and DePalma is barred from changing that election. But the
only cases cited in support of that argument are three cases that
discussed whether a class of creditors could withdraw a section
1111(b) election after having made one. The proof of claim
submitted the information that the form demanded. Finding an
implicit waiver of section 1111(b) rights would effectively require
that a section 1111(b) election be made at or before the filing of
a proof of claim, which is contrary to what Rule 3014 plainly says,
Judge Wiles held.

Accordingly, Judge Wiles found that DePalma's election under
section 1111(b) of the Bankruptcy Code was timely, effective and
not waived.

A copy of the Court's Decision is available at
https://bit.ly/3m8HSme from Leagle.com.

VP Williams Trans, LLC filed for chapter 11 bankruptcy protection
on (Bankr. S.D.N.Y. Case No. 20-10521) on Feb. 19, 2020, and is
represented by Charles Higgs, Esq. of the Law of Office of Charles
A. Higgs.


WEST VIRGINIA POWERSPORTS: Hires Michelle Steele as Bookkeeper
--------------------------------------------------------------
West Virginia Powersports, LLC, d/b/a Horsepower Unlimited, Inc.,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of West Virginia to employ Michelle Steele as bookkeeper.

The Debtor desires to employ Ms. Steele to prepare on its behalf
the necessary monthly operating reports.

Ms. Steele's hourly rate is $35.00.

She has no connection with the Debtor's creditor, or any other
party-in-interest, or its respective attorneys. She represents no
interest adverse to the debtor-in-possession or the estate in the
matters upon which she has been engaged to represent the
debtor-in-possession.

She can be reached at:
   
     Michelle Steele
     RLB CHARTERED PROFESSIONAL ACCOUNTANTS
     197 Hanlon Creek Boulevard, Unit 103
     Guelph, ON
     Telephone: (519) 822-9933
     E-mail: michelle.steele@rlb.ca

                           About West Virginia Powersports

West Virginia Powersports LLC, a Sophia, W.Va.-based company which
conducts business under the name Horsepower Unlimited, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Case No. 20-50143) on Sept. 15, 2020. At the time of the
filing, the Debtor had estimated assets of between $500,001 and $1
million and liabilities of between $100,001 and $500,000. Judge
Frank W. Volk Usdj oversees the case. Caldwell & Riffee, PLLC is
Debtor's legal counsel.


WHEEL PROS: Moody's Affirms B3 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service affirmed the ratings of Wheel Pros, Inc.,
including the corporate family rating (CFR) at B3 and the
probability of default rating (PDR) at B3-PD, and assigned a B2 to
the company's new $735 million senior secured first lien term loan
and a Caa2 to the new $210 million senior secured second lien term
loan. The rating outlook remains stable. Ratings on the existing
senior secured term loan will be withdrawn upon closing of the
transaction.

The ratings affirmation reflects Moody's view that Wheel Pros will
sustain strong EBITA margins of at least the mid-teens range on
low-single digit revenue growth in 2021, and lower debt/EBITDA to
below 6x from an elevated leverage level following the dividend
recapitalization. However, demand expectations for 2021 remain
highly uncertain as Moody's believes there has been some element of
demand pull forward into the current year. As a result, the
dividend recapitalization limits the company's capacity to
withstand potential operating underperformance or make
acquisitions.

The following rating actions were taken:

Assignments:

Issuer: Wheel Pros, Inc.

Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)

Senior Secured 2nd Lien Tern Loan, Assigned Caa2 (LGD5)

Affirmations:

Issuer: Wheel Pros, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Outlook Actions:

Issuer: Wheel Pros, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Wheel Pros ratings, including the B3 CFR, reflect the company's
high leverage, discretionary nature of its products of custom
vehicle wheels, and elevated event risk for debt-funded
acquisitions. Wheel Pros does maintain a leading market position
with strong brand presence in its wheel products, a flexible cost
structure and low capital requirements, and favorable customer
diversification.

The planned dividend recapitalization occurs at a time when very
recent demand of Wheel Pros' products has been far higher than
anticipated, resulting in strong earnings and cash flow
contributing to debt reduction that has brought leverage to below
5x debt/EBITDA expected as of September 2020. However, the $220
million debt-funded dividend is expected to increase leverage to
about 6.3x debt/EBITDA on a pro forma basis.

Moody's expects 2021 revenue to grow in the low-single digit range,
with EBITA margins maintained above 15% as the company realizes
certain cost synergies from its 2019 acquisition of Mobile Hi-Tech
Wheels (MHT). This should allow Wheel Pros to improve its leverage
profile to below 6x debt/EBITDA in 2021. However, Moody's believes
there is risk to the 2021 demand growth forecast, with potential
underperformance in earnings and cash flow resulting in leverage
being materially higher next year.

From a corporate governance perspective, the company's high
leverage and shareholder-friendly actions reflect its private
equity ownership. Event risk is high considering Wheel Pros
aggressive pace of acquisitions over recent years, with
transactions funded primarily with debt. A continuation of an
aggressive financial policy through debt-funded acquisitions will
likely leave leverage vulnerable to remaining elevated above 6x
debt/EBITDA.

The stable outlook reflects Moody's view that Wheel Pros will
maintain EBITA margins in the mid-teens range and generate solidly
positive free cash flow to maintain adequate liquidity should
demand decrease in 2021. The outlook also incorporates Moody's view
that Wheel Pros will maintain a financial policy that is supportive
of Moody's expectations for leverage to improve to below 6x
debt/EBITDA over the next 12 months.

Wheel Pros is expected to maintain adequate liquidity into 2021.
Moody's expects free cash flow of at least $60 million through
strong earnings growth and prudent working capital management. The
company's cash flows are subject to seasonality, with the first
quarter typically a period of cash burn, during which Moody's
expects moderate use of the company's new $100 million five-year
asset-based lending facility ("ABL") to support working capital
swings. Effective inventory planning and management, especially as
uncertainty around consumer demand persists into 2021, will be a
driving factor to Wheel Pros cash flow generation. The risk is that
inventory builds in advance of demand which doesn't materialize at
the expected growth rate, leaving cash flow strained by lower
earnings and working capital build.

The combined $945 million in new term loan proceeds will be used to
repay existing debt of approximately $687 million and fund a $220
million dividend to shareholders, plus transaction fees and
expenses. The B2 rating on the $735 million first lien term loan
reflects its priority lien on fixed asset collateral and second
lien on current assets behind the ABL facility. The Caa2 rating on
the $210 million second lien term loan reflects its subordinated
position in the liability structure.

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

Wheel Pros ratings could be upgraded if the company demonstrates a
financial policy that supports debt/EBITDA sustained below 5.5x
even when considering its acquisition growth strategy, and retained
cash flow-to-debt maintained above 10%. Consistently positive free
cash flow generation and maintaining an adequate liquidity profile
would also reflect for consideration of an upgrade.

The ratings could be downgraded if Moody's believes that demand
will not grow as much as anticipated and the company is unable to
take actions around working capital and costs such that there is
either cash flow or earnings pressure. Continuation of an
aggressive financial policy with a material debt-funded acquisition
would pressure the ratings, especially as the company increased
leverage through the dividend recapitalization. EBITA margins
expected to be below 15% or debt/EBITDA above the mid 6x level
could result in lower ratings, as could deterioration in company's
liquidity, including free cash flow-to-debt below 2% or ongoing
reliance on its ABL to fund operations.

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

Wheel Pros, headquartered in Greenwood Village, Colorado, is a
wholesale distributor of custom and proprietary branded wheels,
performance tires and related accessories in the aftermarket
automotive segment. The company is majority-owned by private equity
financial sponsor Clearlake Capital Group, L.P. Management reported
revenue for the twelve months ending June 30, 2020 of approximately
$800 million.


WMG ACQUISITION: S&P Rates New $250MM Senior Secured Notes 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to WMG Acquisition Corp.'s proposed $250 million
senior secured notes due 2031. The '3' recovery rating indicated
its expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery of principal in the event of a payment default.

The company will use the net proceeds from these notes to fund the
acquisition of certain recorded music assets. The transaction will
modestly increase WMG's leverage, though S&P continues to expect
its adjusted leverage to decline to the mid-to low-4x area while
its discretionary cash flow (DCF) to debt remains above 10% on a
sustained basis over the next 12 months. S&P expects the company's
strong operating performance, particularly in digital streaming,
and improved long-term incentive compensation cost structure
following the completion of its IPO to support this deleveraging.
S&P's 'BB' issuer credit rating on Warner Music Group Corp. also
reflects WMG's growth trajectory, which largely mirrors the music
industry's continued growth momentum on the proliferation of
streaming services globally.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

-- S&P's simulated default scenario assumes physical sales decline
significantly due to economic and structural pressures coupled with
lower digital music sales; weaker-than-expected adoption of
emerging subscription-based and ad-supported services; greater
competition in signing new artists; and a weak album-release
schedule that further stresses the company's cash flow as well as
ongoing piracy.

-- S&P's default scenario assumes that WMG would reorganize in the
event of a bankruptcy given its diverse catalog of recorded music
and copyrights to a large music library.

-- S&P valued the enterprise using an EBITDA multiple of 6.5x and
a run-rate EBITDA decline of approximately 45% from the default
year of 2025.

Simulated default assumptions:

-- Simulated year of default: 2025
-- EBITDA at emergence: About $345 million
-- EBITDA multiple: 6.5x
-- 85% of the revolver is drawn at default

Simplified waterfall:

-- Net enterprise value (after 5% administrative costs): About
$2.1 billion

-- Collateral value available to secured creditors: About $1.79
billion

-- Secured first-lien debt: About $3.2 billion

-- Recovery expectations: 50%-70% (rounded estimate: 60%)

-- Senior unsecured notes: $330 million

-- Other pari passu unsecured claims: $1.4 billion

-- Recovery expectations: 10%-30% (rounded estimate: 15%)

Note: All debt amounts include six months of prepetition interest.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Moses Investments LLC
   Bankr. W.D. Tex. Case No. 20-51748
      Chapter 11 Petition filed October 13, 2020
         See
https://www.pacermonitor.com/view/X4GDSOI/Moses_Investments_LLC__txwbke-20-51748__0001.0.pdf?mcid=tGE4TAMA
         represented by: Albert W. Van Cleave III, Esq.
                         LAW OFFICES OF ALBERT W. VAN CLEAVE III
                         E-mail: vancleave-legal@sbcglobal.net

In re United States Corporation Company
   Bankr. N.D. Fla. Case No. 20-40375
      Involuntary Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/UXO5W5I/United_States_Corporation_Company__flnbke-20-40375__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re Satellite Restaurants Inc. Crabcake Factory USA
   Bankr. D. Md. Case No. 20-19282
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/JDW5EIA/Satellite_Restaurants_Inc_Crabcake__mdbke-20-19282__0001.0.pdf?mcid=tGE4TAMA
         represented by: Paul Sweeney, Esq.
                         YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC
                         E-mail: psweeney@yvslaw.com

In re BMSL Management LLC
   Bankr. E.D.N.Y. Case No. 20-43621
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/B7DIBCA/BMSL_Management_LLC__nyebke-20-43621__0001.0.pdf?mcid=tGE4TAMA
         represented by: Btzalel Hirschhorn, Esq.
                         SHIRYAK, BOWMAN, ANDERSON, GILL &
                         KADOCHNIKOV, LLP
                         E-mail: Bhirschhorn@sbagk.com

In re JS 105ST LLC
   Bankr. E.D.N.Y. Case No. 20-43622
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/DBHB2BQ/JS_105ST_LLC__nyebke-20-43622__0001.0.pdf?mcid=tGE4TAMA
         represented by: Btzalel Hirschhorn, Esq.
                         SHIRYAK, BOWMAN, ANDERSON, GILL &
                         KADOCHNIKOV, LLP
                         E-mail: Bhirschhorn@sbagk.com

In re JS 112ST LLC
   Bankr. E.D.N.Y. Case No. 20-73183
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/5YB5GPI/JS_112ST_LLC__nyebke-20-73183__0001.0.pdf?mcid=tGE4TAMA
         represented by: Btzalel Hirschhorn, Esq.
                         SHIRYAK, BOWMAN, ANDERSON, GILL &
                         KADOCHNIKOV, LLP
                         E-mail: Bhirschhorn@sbagk.com

In re JS 112ST LLC
   Bankr. E.D.N.Y. Case No. 20-43623
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/EJUSKXI/JS_112ST_LLC__nyebke-20-43623__0001.0.pdf?mcid=tGE4TAMA
         represented by: Btzalel Hirschhorn, Esq.
                         SHIRYAK, BOWMAN, ANDERSON, GILL &
                         KADOCHNIKOV, LLP
                         E-mail: Bhirschhorn@sbagk.com

In re Omni Home LLC
   Bankr. E.D.N.Y. Case No. 20-73184
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/DEQDD5A/Omni_Home_LLC__nyebke-20-73184__0001.0.pdf?mcid=tGE4TAMA
         represented by: Btzalel Hirschhorn, Esq.
                         SHIRYAK, BOWMAN, ANDERSON, GILL &
                         KADOCHNIKOV, LLP
                         E-mail: Bhirschhorn@sbagk.com

In re Omni Home LLC
   Bankr. E.D.N.Y. Case No. 20-43624
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/A2WDVGI/Omni_Home_LLC__nyebke-20-43624__0001.0.pdf?mcid=tGE4TAMA
         represented by: Btzalel Hirschhorn, Esq.
                         SHIRYAK, BOWMAN, ANDERSON, GILL &
                         KADOCHNIKOV, LLP
                         E-mail: Bhirschhorn@sbagk.com

In re Brian Robert Shaw, Jr.
   Bankr. M.D. Tenn. Case No. 20-04588
      Chapter 11 Petition filed October 14, 2020
         represented by: Steven L. Lefkovitz, Esq.
                         LEFKOVITZ & LEFKOVITZ
                         E-mail: Bslefkovitz@lefkovitz.com

In re Avemaria Marie Ladson
   Bankr. E.D. Va. Case No. 20-12276
      Chapter 11 Petition filed October 14, 2020
         represented by: Michelle Ryan, Esq.

In re EZ Transport, LLC
   Bankr. S.D. W.Va. Case No. 20-20360
      Chapter 11 Petition filed October 14, 2020
         See
https://www.pacermonitor.com/view/BKLUZCQ/EZ_Transport_LLC__wvsbke-20-20360__0001.0.pdf?mcid=tGE4TAMA
         represented by: John F Leaberry, Esq.
                         LAW OFFICE OF JOHN LEABERRY
                         E-mail: leaberry01@yahoo.com

In re Gary Scott Steele
   Bankr. D. Ariz. Case No. 20-11509
      Chapter 11 Petition filed October 15, 2020
         represented by: Patrick F. Keery, Esq.
                         KEERY MCCUE, PLLC
                         E-mail: pfk@keerymccue.com

In re Charles David Myers and Kimberly Annette Myers
   Bankr. D. Ariz. Case No. 20-11466
      Chapter 11 Petition filed October 15, 2020
         represented by: Kenneth L. Neeley, Esq.
                         NEELEY LAW FIRM, PLC

In re Gregory G. Smith, M.D., A Professional Corporation
   Bankr. E.D. Cal. Case No. 20-24783
      Chapter 11 Petition filed October 15, 2020
         See
https://www.pacermonitor.com/view/4FEXXEI/Gregory_G_Smith_MD_A_Professional__caebke-20-24783__0001.0.pdf?mcid=tGE4TAMA
         represented by: Anthony Asebedo, Esq.
                         MEEGAN HANSCHU & KASSENBROCK

In re Renaldo Amoedo
   Bankr. D.N.J. Case No. 20-21673
      Chapter 11 Petition filed October 15, 2020
         represented by: Brian Gregory Hannon, Esq.

In re CGC-Mroz Accountants & Advisors
   Bankr. C.D. Cal. Case No. 20-16924
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/W6WASDI/CGC-Mroz_Accountants__Advisors__cacbke-20-16924__0001.0.pdf?mcid=tGE4TAMA
         represented by: Ian S. Landsberg, Esq.
                         SKLAR KIRSH LLP
                         E-mail: ilandsberg@sklarkirsh.com

In re Chee Wei Fong
   Bankr. D. Colo. Case No. 20-16813
      Chapter 11 Petition filed October 16, 2020
         represented by: Michael Guyerson, Esq.
                         BUECHLER LAW OFFICE, LLC
                         E-mail: mike@kjblawoffice.com

In re Richard Weingarten
   Bankr. D. Colo. Case No. 20-16815
      Chapter 11 Petition filed October 16, 2020
         represented by: Michael Guyerson, Esq.
                         BUECHLER LAW OFFICE, LLC
                         E-mail: mike@kjblawoffice.com

In re Thomas Steuart Wright
   Bankr. D. Colo. Case No. 20-16828
      Chapter 11 Petition filed October 16, 2020
         represented by: Jeffrey Weinman, Esq.
                         WEINMAN & ASSOCIATES, P.C.

In re Sun Steaks, LLC
   Bankr. M.D. Fla. Case No. 20-07727
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/53XAWGQ/Sun_Steaks_LLC__flmbke-20-07727__0001.0.pdf?mcid=tGE4TAMA
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: All@tampaesq.com

In re Clinton Jerome Hugo
   Bankr. D. Idaho Case No. 20-00907
      Chapter 11 Petition filed October 16, 2020

In re Core Investments, LLC
   Bankr. D. Md. Case No. 20-19345
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/33LUASA/Core_Investments_LLC__mdbke-20-19345__0001.0.pdf?mcid=tGE4TAMA
         represented by: Richard Rosenblatt, Esq.
                         LAW OFFICES OF RICHARD B. ROSENBLATT, PC
                         E-mail: rrosenblatt@rosenblattlaw.com
                         
In re Wilson's Trucking LLC
   Bankr. W.D. Mo. Case No. 20-41805
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/TZLDRIA/Wilsons_Trucking_LLC__mowbke-20-41805__0001.0.pdf?mcid=tGE4TAMA
         represented by: Erlene W. Krigel, Esq.
                         KRIGEL & KRIGEL, PC
                         E-mail: ekrigel@krigelandkrigel.com

In re Daniel C. Hervert and Kristie R. Hervert
   Bankr. D. Neb. Case No. 20-41351
      Chapter 11 Petition filed October 16, 2020
         represented by: Samuel Turco, Esq.

In re Jason DeMent and Corrin DeMent
   Bankr. D.N.J. Case No. 20-21694
      Chapter 11 Petition filed October 16, 2020
         represented by: Ira Deiches, Esq.
                         DEICHES & FERSCHMANN

In re Aqua Shield, Inc.
   Bankr. E.D.N.Y. Case No. 20-73191
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/BTIUI4Q/Aqua_Shield_Inc__nyebke-20-73191__0001.0.pdf?mcid=tGE4TAMA
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN, P.C.
                         E-mail: alla@kachanlaw.com

In re Aqua Shield, Inc.
   Bankr. E.D.N.Y. Case No. 20-43635
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/5LAH6XY/Aqua_Shield_Inc__nyebke-20-43635__0001.0.pdf?mcid=tGE4TAMA
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN, P.C.
                         E-mail: alla@kachanlaw.com

In re Michael Allen Mixson
   Bankr. E.D. Tenn. Case No. 20-12728
      Chapter 11 Petition filed October 16, 2020
         represented by: David Fulton, Esq.
                         
In re Jacob Transportation Inc.
   Bankr. E.D. Tex. Case No. 20-10424
      Chapter 11 Petition filed October 16, 2020
         See
https://www.pacermonitor.com/view/NBUWZDI/Jacob_Transportation_Inc__txebke-20-10424__0001.0.pdf?mcid=tGE4TAMA
         represented by: Robert Lane, Esq.
                         THE LANE LAW FIRM
                         E-mail: chip.lane@lanelaw.com

In re Fatih Ozcelebi
   Bankr. S.D. Tex. Case No. 20-70295
      Chapter 11 Petition filed October 16, 2020
         represented by: Jarrod Martin, Esq.

In re Thomas Scott
   Bankr. S.D. Tex. Case No. 20-35029
      Chapter 11 Petition filed October 16, 2020
         represented by: Reese Baker, Esq.

In re 12 University, LLC
   Bankr. D. Ariz. Case No. 20-11567
      Chapter 11 Petition filed October 19, 2020
         See
https://www.pacermonitor.com/view/6HSYX6Y/12_UNIVERSITY_LLC__azbke-20-11567__0001.0.pdf?mcid=tGE4TAMA
         represented by: Allan D. NewDelman, Esq.
                         ALLAN D. NEWDELMAN, P.C.
                         E-mail: anewdelman@adnlaw.net

In re School District Services, Inc.
   Bankr. N.D. Fla. Case No. 20-40381
      Chapter 11 Petition filed October 19, 2020
         See
https://www.pacermonitor.com/view/45NMCEY/School_District_Services_Inc__flnbke-20-40381__0001.0.pdf?mcid=tGE4TAMA
         represented by: Robert C. Bruner, Esq.
                         BRUNER WRIGHT, P.A.
                         E-mail: rbruner@brunerwright.com

In re Anita Lucille Freeman
   Bankr. S.D. Fla. Case No. 20-21429
      Chapter 11 Petition filed October 19, 2020
         represented by: Craig Kelley, Esq.

In re Thompson & Sons Developer, LLC
   Bankr. D. Mass. Case No. 20-12079
      Chapter 11 Petition filed October 19, 2020
         See
https://www.pacermonitor.com/view/CPQLDCY/Thompson__Sons_Developer_LLC__mabke-20-12079__0001.0.pdf?mcid=tGE4TAMA
         represented by: Peter M. Daigle, Esq.
                         DAIGLE LAW OFFICE
                         E-mail: pmdaigleesq@yahoo.com

In re Residential Marketing Concepts, Inc.
   Bankr. W.D. Mich. Case No. 20-03216
      Chapter 11 Petition filed October 19, 2020
         See
https://www.pacermonitor.com/view/X33VDLA/Residential_Marketing_Concepts__miwbke-20-03216__0001.0.pdf?mcid=tGE4TAMA
         represented by: Michael D. Lieberman, Esq.
                         LIEBERMAN & COHEN, PLLC
                         E-mail: Mike@lgcpllc.com

In re Street Level LLC
   Bankr. S.D.N.Y. Case No. 20-12464
      Chapter 11 Petition filed October 19, 2020
         See
https://www.pacermonitor.com/view/R54DHYA/Street_Level_LLC__nysbke-20-12464__0001.0.pdf?mcid=tGE4TAMA
         represented by: Allen G. Kadish, Esq.
                         ARCHER & GREINER, P.C.
                         E-mail: akadish@archerlaw.com

In re James O Lapham
   Bankr. W.D.N.Y. Case No. 20-20755
      Chapter 11 Petition filed October 19, 2020

In re Jaime Gray Dietenhofer
   Bankr. C.D. Cal. Case No. 20-11262
      Chapter 11 Petition filed October 20, 2020
         represented by: Summer Shaw, Esq.

In re Terry Sybil Rowe
   Bankr. N.D. Ga. Case No. 20-70896
      Chapter 11 Petition filed October 20, 2020
         represented by: Cameron McCord, Esq.
                         JONES & WALDEN, LLC

In re Stohne Rentals LLC
   Bankr. S.D. Ind. Case No. 20-05830
      Chapter 11 Petition filed October 20, 2020
         See
https://www.pacermonitor.com/view/Z3XV57A/Stohne_Rentals_LLC__insbke-20-05830__0001.0.pdf?mcid=tGE4TAMA
         represented by: KC Cohen, Esq.
                         KC COHEN, LAWYER, PC
                         E-mail: kc@smallbusiness11.com

In re 5 Star Property Group, Inc.
   Bankr. M.D. Fla. Case No. 20-07801
      Chapter 11 Petition filed October 20, 2020
         See
https://www.pacermonitor.com/view/S7KE63A/5_Star_Property_Group_Inc__flmbke-20-07801__0001.0.pdf?mcid=tGE4TAMA
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: All@tampaesq.com

In re Florida Quality Roofing, Inc.
   Bankr. S.D. Fla. Case No. 20-21477
      Chapter 11 Petition filed October 20, 2020
         See
https://www.pacermonitor.com/view/IRSLCEI/Florida_Quality_Roofing_Inc__flsbke-20-21477__0001.0.pdf?mcid=tGE4TAMA
         represented by: Zach B. Shelomith, Esq.          
                         LEIDERMAN SHELOMITH ALEXANDER +  
                         SOMODEVILLA, PLLC
                         E-mail: zbs@lsaslaw.com

In re ADM of Frederick, LLC
   Bankr. D. Md. Case No. 20-19409
      Chapter 11 Petition filed October 20, 2020
         See
https://www.pacermonitor.com/view/RJBGDFY/ADM_of_Frederick_LLC__mdbke-20-19409__0001.0.pdf?mcid=tGE4TAMA
         represented by: David J. Kaminow, Esq.
                         INMAN KAMINOW, P.C.
                         E-mail: dkaminow@kamlaw.net

In re Erica Lee Barragan
   Bankr. N.D. Miss. Case No. 20-13003
      Chapter 11 Petition filed October 20, 2020
         represented by: Craig Geno, Esq.

In re Fikret Akozer
   Bankr. D. Md. Case No. 20-19415
      Chapter 11 Petition filed October 20, 2020
         represented by: Daniel Staeven, Esq.
                         FROST & ASSOCITAES, LLC

In re Rahul Chaturvedi
   Bankr. D. Mass. Case No. 20-12087
      Chapter 11 Petition filed October 20, 2020

In re William Schefferine and Sheila White
   Bankr. E.D.N.Y. Case No. 20-73224
      Chapter 11 Petition filed October 20, 2020


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
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public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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On Thursdays, the TCR delivers a list of recently filed
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liabilities delivered to nation's bankruptcy courts.  The list
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Monthly Operating Reports are summarized in every Saturday edition
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