/raid1/www/Hosts/bankrupt/TCR_Public/201225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, December 25, 2020, Vol. 24, No. 359

                            Headlines

ANTERO RESOURCES: S&P Alters Outlook to Stable, Affirms 'B-' ICR
BORNT & SONS: Voluntary Chapter 11 Case Summary
BORNT EQUIPMENT: Case Summary & 3 Unsecured Creditors
BW GAS: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable
CANNABICS PHARMACEUTICALS: Signs $2.75M Securities Purchase Deal

CDRH PARENT: S&P Upgrades ICR to 'CCC-'; Outlook Negative
CHEYENNE HOTEL: Unsecureds to Get 100% in Six Quarters
CITGO HOLDING: S&P Affirms 'B-' Long-Term ICR; Outlook Stable
CLEVELAND BIOLABS: Three Proposals Passed at Annual Meeting
CPI CARD: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR

DANCEL LLC: Franchisor Objects to 3rd Amended Disclosures
DANCEL LLC: Says Franchisor's Disclosures Objection Meritless
DOWNTOWN DENNIS: Unsecureds Owed $89K to Get 100% in 5 Years
FREEDOM PLUMBERS: Unsecureds Owed in Excess of $1K to Recover 20%
GL BRANDS: Dec. 31 Deadline Set for Panel Questionnaires

GRAY TELEVISION: S&P Alters Outlook to Positive, Affirms 'B+' ICR
GUITAR CENTER: Concludes Fast-Track Reorganization
GUMP'S HOLDINGS: Unsecureds' Recovery "Unknown" in Liquidating Plan
IQOR HOLDINGS: S&P Upgrades ICR to 'CCC+' on Restructuring
J.D. BEAVERS: Objections Resolved; Plan Confirmed

JAGUAR HEALTH: Issues 11.6M Shares from Dec. 4 to 18
KB US HOLDINGS: $96.4M Sale of 27 Stores to Fund Plan
KENAN ADVANTAGE: S&P Alters Outlook to Developing, Affirms CCC+ ICR
KRONOS ACQUISITION: S&P Affirms 'B-' ICR; Outlook Stable
KUTTER GROUP: Case Summary & 10 Unsecured Creditors

LIVE NATION: S&P Rates New $500MM Senior Secured Notes 'B+'
MARA CAPITAL: Case Summary & 5 Unsecured Creditors
MUJI USA: Court Extends Plan Exclusivity Until January 6
NEIMAN MARCUS: Uses Bankruptcy to Exit Two Large Leases in Dallas
NENO CAB: Case Summary & 2 Unsecured Creditors

NEOPHARMA INC: Case Summary & 20 Largest Unsecured Creditors
NEOPHARMA TENNESSEE: Case Summary & 20 Largest Unsecured Creditors
NEW FORTRESS: S&P Affirms B+ ICR; Outlook Stable
NUVERRA ENVIRONMENTAL: Board Adopts Limited Duration Rights Plan
PGX HOLDINGS: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR

PLAYTIKA HOLDING: S&P Upgrades ICR to 'BB-'; Outlook Stable
PURDUE PHARMA: Sacklers Saw Litigation Threat as Early as 2007
QUINCY MEDIA: S&P Raises ICR to 'BB-' on Advertising Revenue
RENOVATE AMERICA: Files for Chapter 11 to Sell Benji to Blackstone
RFA FRONTINO: Case Summary & 20 Largest Unsecured Creditors

ROCKPORT DEVELOPMENT: Unsecureds Unlikely to Get Full Payment
TESLA INC: S&P Raises ICR to 'BB' on Mounting Liquidity
THIRD COAST: S&P Withdraws 'CCC+' ICR, 'B-' Debt Rating
TIVITY HEALTH: S&P Upgrades ICR to 'B+' on NutriSystem Divestiture
TPC GROUP: S&P Downgrades ICR to 'CCC'; Outlook Negative

TRANS-LUX CORP: MidCap Waives Events of Default Under Loan Pact
TRAVELEXPERIENCE LLC: Unsec. Creditors Get 11% in Liquidating Plan
VERITAS FARMS: Signs Separation Pact with Executive VP
VILLAS OF WINDMILL: Unsecureds to Recover 100% in Trustee's Plan
VOYAGER AVIATION: S&P Cuts ICR to 'CCC' on Rising Refinancing Risk

WADSWORTH ESTATES: First American Objecs to Disclosures
WADSWORTH ESTATES: U.S. Trustee Questions Sale Plan
WASATCH PEAK ACADEMY: S&P Affirms 'BB+' 2013A Revenue Bond Rating
WASHINGTON PRIME: Completes 1-for-9 Reverse Stock Split
[*] 'Chapter 22' of Energy Firms Leave Investors With Fewer Options


                            *********

ANTERO RESOURCES: S&P Alters Outlook to Stable, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Denver-based independent
natural gas, natural gas liquids (NGLs), and oil exploration and
production (E&P) company Antero Resources Corp. to stable from
negative and affirmed its 'B-' issuer credit rating on the company
and its 'B' issue-level rating on the company's senior unsecured
debt.

At the same time, S&P is assigning its 'B' issue-level rating and
'2' recovery rating to the new unsecured notes due 2026.

The stable outlook reflects the new issuance and its belief that
Antero's ability to access the capital markets and address its
near-term debt maturities has improved.

Antero Resources has announced the issuance of $500 million of new
unsecured notes maturing in 2026, which it will use the proceeds
from to redeem $350 million of its $661 million of outstanding
5.125% unsecured notes maturing in 2022 and repay some of the
borrowings under its revolving credit facility (unrated). S&P views
the transaction as credit positive because it reduces Antero's
near-term borrowings while increasing its liquidity due to the
repayment of outstanding borrowings under its credit facility.
However, the company still has an additional $311 million of
maturities due in 2022, $579 million due in June 2023, as well as a
credit facility that matures on Oct. 26, 2022 (or 91 days prior to
the earliest stated redemption date of any series of its senior
notes then outstanding). Antero's next redetermination date for its
credit facility is scheduled for April 2021 and S&P expects it to
begin negotiations with its lenders to extend and amend the credit
facility around that time.

S&P said, "Our ratings and outlook on Antero are supported by its
improving free cash flow profile. In April, the company announced
it was reducing its capital expenditure (capex) and--more
recently--indicated that it would undertake only about $580 million
of maintenance capex in 2021, which will provide it with free cash
flow of about $350 million-$400 million for the year. Antero has
also hedged about 93% of its natural gas through 2021, which
supports its ability to meet its stated free cash flow guidance and
reduce its debt in the near term. The company has been able to
reduce its cost structure through increased operating efficiencies
and service-cost reductions. Additionally, the increase in its cash
flow is supported by improving commodity prices, particularly for
NGLs."

The stable outlook on Antero reflects its enhanced ability to
address its near-term debt maturities as well as its improving free
cash flow profile and cost structure.

S&P said, "We could lower our rating on Antero if it is unable to
amend and extend its credit facility on favorable terms, its free
cash flow is weaker than we expected, and/or it is unable to
address its December 2022 maturity. This could occur if commodity
prices, and the company's resulting cash flows, are lower than we
expect or its capex exceeds our forecast."

"We could raise our rating on Antero if it is able to generate
significant free cash flow to address its remaining 2022 maturity.
Additionally, we would require the company to amend and extend its
credit facility on favorable terms, funds from operations to debt
approaching 20%, and maintain adequate liquidity before raising our
rating."


BORNT & SONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bornt & Sons, Inc.
        2307 East Highway 98
        Holtville, CA 92250

Business Description: Bornt & Sons Inc. is a privately held
                    company in the vegetable and melon farming
                    business.

Chapter 11 Petition Date: December 23, 2020

Court: United States Bankruptcy Court
       Southern District of California

Case No.: 20-06119

Judge: Hon. Louise Decarl Adler

Debtor's Counsel: Maria J. Cho, Esq.
                  ROBINS KAPLAN LLP
                  2049 Century Park East, Suite 3400
                  Los Angeles, CA 90067
                  Tel: 310-552-0130
                  E-mail: MCho@RobinsKaplan.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alan Bornt, president.

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

https://www.pacermonitor.com/view/YAILNGY/Bornt__Sons_Inc__casbke-20-06119__0001.0.pdf?mcid=tGE4TAMA


BORNT EQUIPMENT: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Bornt Equipment Leasing, LLC
        2307 East Highway 98
        Holtville, CA 92250

Chapter 11 Petition Date: December 23, 2020

Court: United States Bankruptcy Court
       Southern District of California

Case No.: 20-06120

Judge: Hon. Margaret M. Mann

Debtor's Counsel: Maria J. Cho, Esq.
                  ROBINS KAPLAN LLP
                  2040 Century Park East, Suite 3400
                  Los Angeles, CA 90067
                  Tel: 310-552-0130
                  E-mail: MCho@RobinsKaplan.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alan Bornt, member.

A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:

https://www.pacermonitor.com/view/37X23XI/Bornt_Equipment_Leasing_LLC__casbke-20-06120__0001.8.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/24L4DJQ/Bornt_Equipment_Leasing_LLC__casbke-20-06120__0001.0.pdf?mcid=tGE4TAMA


BW GAS: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on U.S.-based BW
Gas & Convenience Holdings, LLC's (BW Gas) senior secured credit
facilities, which comprise a $75 million revolver and a term loan,
to 'B+' from 'B' and revised its recovery rating to '2' from '3'.

At the same time, S&P is affirming its 'B' issuer credit rating on
BW Gas.

S&P said, "The stable outlook reflects our expectation that the
company will increase its topline and EBITDA as it benefits from
its integrated operations and improved scale over the next 12
months."

"Given BW Gas' recent $115 million debt prepayment and our
expectation for earnings growth, we estimate its leverage will
improve in 2021."

"The company's operating performance was in line with our
expectations through the first three quarters of 2020. Although the
COVID-19 pandemic negatively affected its retail fuel volumes, BW
Gas' overall convenience store business remained resilient and
reported increasing revenue. We believe the company is on track to
execute its integration plan and realize the targeted synergies
from its acquisition of Allsup's stores, which it completed in late
2019."

"Despite our expectation for a contraction in its fuel margins in
2021, we expect a modestly higher EBITDA margin on better labor
cost management, system integration, and vendor contract savings
synergies. Therefore, we forecast the company's S&P Global
Ratings-adjusted leverage will decline to the mid- to high-4x area
on its lower level of debt and increasing profit in 2021."

"We are maintaining our current assessment of BW Gas' financial
risk and believe its debt reduction is temporary."

"Although we do not expect any sizeable dividends or acquisitions
in the near term, we expect the company's financial policies to
remain aggressive and anticipate it will use its cash flows and,
potentially, debt issuance to fund its acquisitive growth strategy
and shareholder returns given its financial-sponsor ownership."

"The stable outlook reflects our expectation that BW Gas will
continue to benefit from its integration of Allsup's as well as
cost savings that will improve its performance over the next year.
Specifically, we forecast the company's debt to EBITDA will improve
to the mid- to high-4x area by the end of 2021."

S&P could lower its rating on BW Gas if:

-- S&P expects it to sustain S&P Global Ratings-adjusted leverage
of more than 6x;

-- Its operating prospects deteriorate materially and S&P
forecasts persistent cash flow volatility; or

-- Its EBITDA margins deteriorate to about 200 basis points (bps)
below S&P's forecast assumptions.

S&P could raise its rating on BW Gas if:

-- S&P expects its debt to EBITDA to decline below 4.5x and
believe it will maintain its leverage in this area, which would
require a less-aggressive financial policy;

-- S&P comes to believe the risks of a releveraging event are low
under its private-equity sponsor ownership structure; and

-- The company successfully integrates Allsup's and achieves its
targeted synergies, leading its EBITDA margin to expands by 200 bps
or more relative to the assumptions in S&P's base case.


CANNABICS PHARMACEUTICALS: Signs $2.75M Securities Purchase Deal
----------------------------------------------------------------
Cannabics Pharmaceuticals Inc. entered into a securities purchase
agreement with an institutional investor to sell a new series of
senior secured convertible notes of the Company in a four tranche
private placement to the investor, with an aggregate principal
amount of $2,750,000 having an aggregate original issue discount of
10%, and ranking senior to all outstanding and future indebtedness
of the Company. Pursuant to the SPA, one Convertible Note in an
aggregate original principal amount of $825,000 will be issued to
the investor in the first tranche in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506(b) of Regulation D
as promulgated by the United States Securities and Exchange
Commission under the 1933 Act, together with the issuance of
warrants to acquire the Company's common stock.  The Initial Note
has a face amount of $825,000 for which the Company shall receive
cash proceeds of $750,000.  Subject to the satisfaction of
customary closing and equity conditions, at any time prior to Dec.
31, 2021 (or such later date as the parties shall mutually agree),
the Company has the right to require additional closings of
tranches of additional notes as follows: (x) $825,000 in aggregate
principal of Additional Notes upon the effectiveness of a
registration statement with respect to the shares of the Company's
common stock issuable upon conversion of the Notes (or, if earlier
the date such underlying shares of our common stock are initially
available to be resold pursuant to Rule 144 of the Securities Act
of 1933, as amended (or if later, such date as the Company is then
current in its public filings)), (y) $550,000 in aggregate
principal of Additional Notes upon the 90th calendar day
anniversary of the Applicable Date and (z) $550,000 in aggregate
principal of Additional Notes upon the 180th calendar day
anniversary of the Applicable Dates.  The Convertible Notes are
being sold with an original issue discount of 10% and do not bear
interest except upon the occurrence of an event of default.

                           About Cannabics

Cannabics Pharmaceuticals Inc., based in Bethesda, Maryland, is
dedicated to the development and licensing of personalized
cannabinoid-based treatments and therapies.  The Company's main
focus is development and marketing innovative bioinformatic
delivery systems for cannabinoids, personalized medicine therapies
and procedures based on cannabis originated compounds and
bioinformatics tools.  The parent Company Cannabics Inc was founded
by a group of Israeli researchers from the fields of cancer
research, pharmacology and molecular biology.

Cannabics reported a net loss of $7.47 million for the year ended
Aug. 31, 2020, compared to net income of $1.13 million for the year
ended Aug. 31, 2019.  As of Aug. 31, 2020, the Company had $2.22
million in total assets, $454,787 in total current liabilities, and
$1.76 million in total stockholders' equity.

Weinstein International. C.P.A., in Tel - Aviv, Israel, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Nov. 4, 2020, citing that the
Company has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


CDRH PARENT: S&P Upgrades ICR to 'CCC-'; Outlook Negative
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on CDRH Parent
Inc. to 'CCC-' from 'SD' (selective default).

S&P is raising the rating on the second-lien debt to 'C' from 'D'.
The recovery remains '6', indicating prospects for negligible
(0%-10%; rounded estimate: 0%) recovery in the event of default.
There is no change to S&P's 'CCC-' first-lien debt rating with a
'4' recovery rating (30%-50%; rounded estimate: 40%).

S&P said, "The negative outlook reflects CDRH's very short-dated
maturity profile, and our view that operating performance is
unlikely to improve to the point it can successfully refinance its
debt as it comes due."

The upgrade of CDRH to 'CCC-' reflects the completion of the
distressed exchange and significant risks over the next few months
given looming debt maturities and very high leverage. In addition,
since the pandemic, clinic traffic volume, center count, and
hyperbaric oxygen (HBO) treatment volume are down. Although CDRH
has managed to cut costs, including marketing, travel, and
salaries, S&P still believes free cash flow will be minimal in 2020
and negative in 2021, even after incorporating the impact of
payment-in-kind interest on the second-lien term loan. Refinancing
risk remains elevated even after the distressed debt exchange given
the tight covenant cushion and near-term maturities on both the
revolver (fully drawn) in April and the first-lien term loan in
July. Therefore, the risk of an event of default over the next six
months is elevated.

CDRH is very narrowly focused on the wound care treatment market,
and relies heavily on HBO treatments for margin contribution,
demand for which has been in secular decline for several years due
to questions about their effectiveness. The company has invested in
its innovation segment, where top-line growth has been slower than
expected. While S&P continues to expect this segment to expand and
potentially slow the pace of CDRH's center closures, its
contribution to EBITDA will remain limited.

S&P believes CDRH's capacity to weather the next 12 months and
sustain its significant debt burden is questionable given its
near-term liquidity needs, uncertainty regarding the speed and
strength of the recovery, and the extent to which it can cut
costs.

The negative outlook reflects the risk that CDRH cannot remain in
compliance with its financial covenant or refinance debt, leading
to a restructuring. It also reflects the risk that the company
could launch additional transactions S&P would view as tantamount
to a distressed exchange.

S&P could lower the rating if the company launches another
distressed exchange or files for bankruptcy.

S&P could raise the rating, potentially multiple notches, if the
company can refinance its first-lien debt.


CHEYENNE HOTEL: Unsecureds to Get 100% in Six Quarters
------------------------------------------------------
Debtor Cheyenne Hotel Investments, LLC, a Colorado limited
liability company, filed an Amended Plan of Reorganization and a
Disclosure Statement.

Class 3-A will consist of unsecured ciaims in an amount not
exceeding $1,000 per Claim, or (b) if a Claim is an Allowed Claim
in excess of $1,000, with respect to which the holder of the claim
elects to reduce the amount of the Allowed Claim to $1,000.
Claimants holding Class 3-A claims will receive a single payment
equal to the lesser of (a) $800, or (b) 80% of the Allowed Class
3-A Claim.  The Debtor estimates that, assuming that all general
unsecured creditors holding claims of less than $1,500 elect to
reduce their claims to $1,000, $12,890 in small claims will be
separately classified, and it will cost the Debtor approximately
$10,000 to discharge those claims at 80% of face amount.

Class 3-B (General Unsecured Claims) will consist of all allowed
unsecured claims not separately classified.  Each Class 3 C
claimant will receive six installments commencing on the first day
of the first calendar quarter occurring after the Effective Date
and continuing on the first day of each of the next five calendar
quarters.  Each of the payments will equal one-sixth of the Allowed
Claim in this class.

Class 3-C consists of Hilton Claims has filed a Proof of Claim in
an amount of not less than $1,894,865.  Under the Plan, Hilton
shall receive, in full satisfaction of those claims cash in the
amount of $400,000 on the Initial Disbursement Date (approximately
twenty days after confirmation of the Plan) and Promissory Note in
the amount of $1,100,000, due in full on or before October 31,
2021.

Class 4 shall consists of the Allowed Equity Claims of the Members.
Equity holders will retain their equity interests in the Debtor.

CHI shall be empowered to take such action as may be necessary to
perform its obligations under the Plan.  To fund the payments under
the Plan, CHI will continue to operate its business will pay each
priority and secured debt on a schedule set forth in the Plan.  CHI
has negotiated a new franchise relationship with an affiliate of
Radisson Hotels, which will only take effect upon confirmation of
the Plan or dismissal of the pending Chapter 11 case.  CHI expects
the new franchise relationship to substantially enhance revenues.
Assuming that the Hotel restores revenues to 85% of its 2018
revenue levels, annual revenues would approximate $3,000,000, and
assuming the same or similar operating expenses for the Hotel as
were incurred in 2018, projected ABATED for the post-confirmation
2021 operations is estimated to equal $1,251,291.

A full-text copy of the Amended Disclosure Statement dated Dec. 11,
2020, is available at https://bit.ly/3nEfHg0 from PacerMonitor at
no charge.

Counsel to Cheyenne Hotel:

          THOMAS F. QUINN, P.C.
          Thomas F. Quinn
          303 East 17th Avenue, Suite 920
          Denver, CO 80203
          Telephone: (303) 832-4355
          Facsimile: (303) 672-8281
          E-mail: tquinn@tfqlaw.com

                About Cheyenne Hotel Investments
  
Cheyenne Hotel Investments operates Homewood Suites by Hilton Hotel
located in Colorado Springs, Colo.

Cheyenne Hotel Investments sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Colo. Case No. 19-15473) on June 26,
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
Kimberley H. Tyson.  The Debtor is represented by Thomas F. Quinn,
P.C.


CITGO HOLDING: S&P Affirms 'B-' Long-Term ICR; Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit
ratings on CITGO Holding Inc. and core subsidiary CITGO Petroleum
Corp.

At the same time, S&P is revising the stand-alone credit profile
(SACP) for both entities to 'BB-' from 'BB'. The rating agency now
forecasts CITGO will have a higher leverage ratio than it
previously expected, resulting in a reduced liquidity position in
2021 as the refining margins remain weak.

S&P also affirmed the 'B+' issue-level rating on CITGO Petroleum's
senior secured debt and 'B-' issue-level rating on CITGO Holding's
outstanding senior secured debt. The recovery rating on CITGO
Petroleum's debt remains '1', which indicates the likelihood of
very high (90%-100%; rounded estimate: 95%) recovery following a
default. The recovery rating for CITGO Holding's debt remains '3',
reflecting S&P's expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery.

The outlook is stable, reflecting S&P's view that the ratings on
CITGO will continue to be constrained by the credit quality of
parent PDVSA Petroleo S.A., which remains in selective default on
most of its obligations.

S&P said, "We expect refining margins to remain weak in 2020 and
improve at a slower rate, with recovery expected in mid-2021. Given
the depressed demand for refined products, CITGO Holding saw a
sharp decline in throughput volumes and realized margins, and
reported negative EBITDA of about $37 million through the end of
September 2020. We anticipate the refining margins will remain
below mid-cycle levels for longer than we previously forecast, with
improvements not expected until demand for gasoline, ultra-low
sulfur diesel (ULSD) and especially jet fuel return to pre-pandemic
levels. The demand for gasoline and distillates has been gradually
recovering from April lows, but jet fuel demand recovery has
continued to lag. After some improvement in July, demand has again
stagnated with the resurgence of infections."

"We consider the current commodity price environment to be down
cycle conditions for a refiner and expect CITGO to have negative
EBITDA for full-year 2020. We expect the average utilization rate
to be about 70%-80% in 2020. CITGO completed its planned
turnarounds in the second and third quarters of 2020, during which
refining margin and utilization were low. We believe this will
improve up-time to capture potential higher margins later on when
the conditions improve. Additionally, utilization at the Lake
Charles refinery was affected because of damage from Hurricane
Laura in the third quarter of 2020."

"Our forecast now presumes a slower recovery in crack spreads, with
accelerated growth in the second half of 2021, as the effects of
the pandemic subside and there is a widespread availability of the
vaccine, though our level of uncertainty remains high. We expect
2022 to be more in line with mid-cycle performance. We forecast
weaker credit metrics including an adjusted debt-to-EBITDA ratio in
the high-5x area for 2021, before falling below 4x in 2022.
However, we expect cash flows to be volatile in 2021."

"We expect liquidity to remain adequate to cover near term stress
but the company has maturities in 2022. The company has sufficient
liquidity and no significant near-term debt maturities. As of Sept.
30, 2020, CITGO Holding had a cash balance of about $1 billion,
which is down by almost $700 million compared with the second
quarter of 2020. This decline is largely related to payments for
the turnarounds at Lake Charles and the Lemont refineries,
completed in the first half of 2020, and changes in the working
capital requirements. We estimate about $250 million in cash draw
down for the fourth quarter of 2020, further tightening liquidity.
Under current refining conditions, we expect a cash burn between
$200 million-$250 million a quarter through the second quarter of
2021. We believe this will be slightly offset by the issuance of a
$250 million AR securitization facility, which the company plans to
complete by the end of this year and by an expected CARES Act tax
refund between $400 million and $500 million in the second quarter
of 2021. If the refining margin environment continues to be
stressed beyond the next six months, we expect the company will
need to take further actions to preserve its balance sheet."

The company has taken several steps in order to improve cash flows
which includes a 10-15% decrease in operating expenditures and a
20-25% reduction in capital spending expectations, including
approximately $40 million in annual pension expense reduction.
Unlike some of its peers, dividend payments to its parent are
restricted because of financial covenants and U.S. sanctions on
parent PDV Holding. The nearest debt maturity is $650 million in
senior secured notes at CITGO Petroleum due August 2022.

S&P said, "We expect U.S. sanctions on indirect parent PDVSA to
continue and PDVSA's poor credit quality limits our rating. CITGO's
indirect ultimate parent--Petróleos De Venezuela S.A.
(PDVSA)--failed to pay the interest and installment of principal
amount on senior notes due in October 2019. These notes are secured
by 50.1% of PDV Holding's ownership interest in CITGO Holding. As a
result of a suspension period under General License 5E, holders are
prevented from exercising any remedies until Jan. 19, 2021, or
outcome of the trial related to the Crystallex review. In addition,
there could be COVID-19 pandemic-related extensions and delays."

"We believe a new stable ownership would improve the rating on
CITGO. However, uncertainty relating to this matter in the near
term remains. Therefore, despite the numerous ongoing legal
proceedings with PDVSA creditors, the rating on CITGO continues to
be constrained by that of its parent."

There are structural and contractual mitigants along with financial
covenants and U.S. sanctions in place that somewhat insulate CITGO
and prevent any distributions to PDVSA or transactions with PDVSA.

S&P said, "The stable outlook reflects our view that the rating on
CITGO will continue to be constrained by the relationship with
indirect ultimate parent PDVSA, which remains in default on most of
its obligations. While we expect a material decline in CITGO's
earnings and negative free cash flow for the next 3 quarters, we
expect liquidity to remain adequate to cover near term stress.
Further, we do not believe the Venezuelan government could take any
action that harms the company's operational capability.
Operationally, we expect the refineries to continue to run at below
average utilization and manage leverage between 4x-5x over the next
12 months."

"While we consider it unlikely, we could lower the rating if a
PDVSA bankruptcy proceeding includes CITGO Holding, such that
assets could be sold to cover PDVSA's debts."

"We could raise the rating, possibly by multiple notches, if CITGO
is sold to a company with a stronger credit profile than PDVSA."


CLEVELAND BIOLABS: Three Proposals Passed at Annual Meeting
-----------------------------------------------------------
Cleveland BioLabs, Inc. held its Annual Meeting of Stockholders
virtually on Dec. 18, 2020, at which the stockholders:

  (a) elected Alexander Andryushechkin, Anna Evdokimova, Ivan
Fedyunin, Randy S. Saluck, Daniil Talyanskiy, and Lea Verny to
serve on the Company's board of directors until the next annual
meeting of stockholders and until their successors are elected and
qualified;

  (b) ratified the selection of Meaden & Moore, Ltd. as the
independent registered public accounting firm for fiscal year
ending Dec. 31, 2020; and

  (c) approved by an advisory vote the compensation of the
Company's named executive officers.

                         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 Sept. 30, 2020, the Company
had $3.23 million in total assets, $483,873 in total liabilities,
and $2.75 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.


CPI CARD: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from negative
and affirmed its 'CCC+' issuer credit rating on CPI Card Group
Inc.

S&P said, "The positive outlook reflects our expectation that CPI
Card Group will generate at least $10 million of FOCF over the next
12 months, which is our upside threshold for the ratings. The
outlook also reflects our view that the improved operating
performance would reduce CPI Card Group's refinancing risk when its
capital structure become current between May and August 2021."

"The outlook revision reflects the company's strong operating
performance in 2020, which improved its cash flow generation and
leverage metrics. CPI Card Group generated about $7 million of FOCF
as of Sept. 30, 2020, on a year-to-date basis. We expect FOCF to be
between $13 million and $15 million annually in 2020 and 2021. We
expect adjusted leverage to be about 6.6x in 2020 and in the low to
mid 6.0x range in 2021."

"Improved operating performance and liquidity, as well as our
forecast for trends to continue next year, have reduced the
company's 2022 refinancing risk, in our view. CPI Card's $30
million super-senior term loan and its $435 million term loan
($312.5 million outstanding as of Sept. 30, 2020) mature on May 17,
2022 and Aug. 17, 2022, respectively. We would expect to raise our
ratings if the company were able to refinance its term loans within
the next six to 12 months and if the company continued its growth
trends that we believe are sustainable."

Despite the economic impact from COVID-19, CPI Card benefited from
increased volume and higher-margin product sales in 2020, mainly
within its debit and credit segments. Growth was driven by a larger
volume of higher-margin dual-interface card sales due to increased
demand from new client wins and CPI Card Group's existing client
base.

S&P said, "We believe that increased health care precautions also
led to higher demand for contactless point-of-sale transactions,
which further improved the sales of the company's dual-interface
cards. The COVID-19 pandemic and related shutdowns increased online
shopping, which further fueled demand for new cards, driving volume
for the year. The company also benefited from one-off government
disbursement work that we don't expect to re-occur in 2021."

Store closures related to the pandemic led to the decline of
prepaid cards in the initial months of the related shutdowns.
However, this has improved in the third quarter, and S&P expects
further recovery in the fourth quarter of 2020.

S&P said, "There is still runway for growth in dual-interface cards
as contactless transactions grow; however, we expect the financial
payment card industry to face secular pressures. Contactless
payments continue to grow, which supports CPI Card Group's
dual-interface card growth trajectory, particularly in the U.S.,
where these cards have not been as widespread until recently. We
expect the new dual-interface card issuance cycles to trickle down
from large banking groups in 2020 to smaller and regional banks
that will support CPI Card's revenue growth in 2021 and 2022."

The financial payment card industry continues to face secular
pressures. The rise of native digital payments, enabled by
processors such as PayPal, Square, and Apple Pay, could reduce the
necessity for financial payment cards.

S&P said, "Over a longer timeframe (five to seven years), we expect
that the demand for new and replacement cards could potentially
decline and expect future upgrade cycles to be progressively
smaller catalysts for financial payment card manufacturers if
digital payments dominate financial transactions. Therefore, we
believe it remains integral to CPI Card Group's future performance
to develop products that are not subject to the deflationary
effects of commoditized payment card manufacturing given that its
smaller scale prevents it from profitably engaging in such
operations."

"The positive outlook reflects our expectation that CPI Card will
generate at least $10 million of FOCF over the next 12 months,
which is our upside threshold for the ratings. The outlook also
reflects our view that the improved operating performance would
reduce CPI Card's refinancing risk when its term loans become
current between May and August 2021."

S&P would expect to raise its ratings by one notch if CPI Card
Group achieved the following:

-- Refinanced its term loan before it becomes current in the
second half of 2021 such that there is no near-term maturity or
pending refinancing risk; and

-- Maintained current operating performance, leading to
expectations of FOCF generation of at least $10 million in 2021,
which S&P views as in line with a sustainable capital structure.

S&P could revise its outlook to negative or lower its ratings under
any of the following scenarios:

-- The company is unable to refinance its term loan before it
becomes current in the second half of 2021, materially increasing
refinancing risk.

-- Volumes decline materially in 2021, reversing gains in the
current year and leading to FOCF generation below $10 million on a
sustained basis. This could occur if there were a slowdown in
demand for new cards within the smaller and regional banking groups
or if CPI Card lost key client contracts.


DANCEL LLC: Franchisor Objects to 3rd Amended Disclosures
---------------------------------------------------------
Franchisor Different Rules, LLC, successor by assignment to Jack in
the Box Inc., objects to the Third Amended Disclosure Statement of
Debtor Dancel, L.L.C.

Franchisor states that while the Debtor may now be generally
operating within the requirements of the Franchise Agreements,
Franchisor does not believe the statements accurately reflect
Debtor's performance or operations or Franchisor's view relative to
Debtor's performance or operations.

Franchisor points out that the Debtor should have supplied
Franchisor with several quarterly reports, as required by
paragraphs 1 and 2 of the Franchise Agreement, as well as one set
of annual financial statements, as required by paragraph 3 of the
Franchise Agreement.

Franchisor claims that Ms. Laura Olguin is required to maintain a
primary residence in New Mexico, in the general area of the
franchise locations, pursuant to the Franchisor's franchise
approval standards. Debtor's compliance with this requirement is
unclear.

Franchisor also notes that Debtor's projections are based off
Debtor's financial performance during the COVID-19 pandemic rather
than Debtor's financials prior to the pandemic.

Franchisor asserts that the Disclosure Statement should discuss the
effect of Franchisor's claim on the Plan, such as whether the
Debtor will increase the amounts paid to unsecured creditors to pay
all unsecured creditors in full.

A full-text copy of the Franchisor's objection dated December 15,
2020, is available at https://bit.ly/3pgoVPS from PacerMonitor at
no charge.

Attorneys for Franchisor:

          Jeffrey D. Cawdrey
          GORDON REES SCULLY MANSUKHANI, LLP
          Two North Central Avenue, Ste. 2200
          Phoenix, AZ 85004
          Telephone: (602) 794-2468
          Facsimile: (602) 265-4716
          E-mail: jcawdrey@grsm.com

                      About Dancel L.L.C.

Dancel, L.L.C., owns and operates restaurants with multiple
locations in Bernalillo County, N.M.  Dancel filed a voluntary
Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on Aug. 20,
2019.  In the petition signed by Laura Olguin, manager, the Debtor
was estimated to have $500,000 to $1 million in assets and $1
million to $10 million in liabilities.  The case is assigned to
Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of
C.R. Hyde, PLC, serves as the Debtor's counsel.


DANCEL LLC: Says Franchisor's Disclosures Objection Meritless
-------------------------------------------------------------
Dancel, L.L.C., submitted a Third Amended Plan and a corresponding
Third Amended Disclosure Statement on Nov. 16, 2020.  On Dec. 22,
it filed a Fourth Amended Disclosure Statement that only provides
for minor changes.

On Dec. 21, 2020, the Debtor filed a response to the lone objection
to the Third Amended Disclosure Statement, which objection was
filed by Jack-in-the-Box, the Debtor's franchisor.

"JIB's objection is weak and without merit.  It is not based on the
true  facts surrounding the Debtor's prior and current operation of
the JIB franchises.  Instead, it is aimed at minor issues that do
not address the substance of the Disclosure Statement, and it
should therefore be denied," the Debtor said.

"This case was not filed due to Debtor's poor operational
performance.  Instead, the Debtor was forced to file it because of
the lease rental rates it had negotiated when the real estate
market was booming before 2008 that became unsustainable after the
crash that occurred that year.  JIB's lack of TV  advertising
support in the Albuquerque market also contributed to Debtor's
financial difficulties at the time," the Debtor added.

                         Debtor's Plan

The goal of the Plan is to provide for repayment of all claims
against the Debtor to the extent repayment is required under the
Bankruptcy Code.  The substantial majority of funding for the Plan
will come out of the operations of the Debtor.  The Effective Date
cure and administrative claim payments shall come from cash on hand
and from new value contributed by Don Lay, principal of Debtor.
The Debtor alleges that Effective Date cash contribution from Lay
is substantial in nature, and necessary to confirm the Plan and the
Plan's ultimate aim which is to pay all general unsecured creditors
in full.  Lastly, additional monies for general unsecured creditors
will be available from the disposition of the Mattis Judgment.

Class 7 General Unsecured Claims are impaired.  The holders of
allowed Class 7 claims shall be paid in full.  Class 7 shall be
receive the sum of $350,000 annually, and payments in the amount of
$29,167 per month until all allowed claims are paid in full without
interest.

A full-text copy of the Third Amended Disclosure Statement dated
Nov. 16, 2020, is available at https://bit.ly/34EFf5i from
PacerMonitor.com at no charge.

A full-text copy of the Fourth Amended Disclosure Statement dated
Dec. 23, 2020, is available at https://bit.ly/37M7sZF from
PacerMonitor.com at no charge.

Attorney for the Debtor:

     THE LAW OFFICE OF C.R. HYDE, PLC
     ATTORNEY AT LAW
     2810 N. SWAN RD. SUITE 150
     TUCSON, ARIZONA 85712
     TELEPHONE: (520) 270-1110

                      About Dancel L.L.C.

Dancel, L.L.C., owns and operates restaurants with multiple
locations in Bernalillo County, N.M.  Dancel filed a voluntary
Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on Aug. 20,
2019.  In the petition signed by Laura Olguin, manager, the Debtor
was estimated to have $500,000 to $1 million in assets and $1
million to $10 million in liabilities.  The case is assigned to
Judge Scott H. Gan.  Charles R. Hyde, Esq., at The Law Offices of
C.R. Hyde, PLC, serves as the Debtor's counsel.


DOWNTOWN DENNIS: Unsecureds Owed $89K to Get 100% in 5 Years
------------------------------------------------------------
Downtown Dennis Real Estate LLC, a Limited Liability Company, filed
with the U.S. Bankruptcy Court for the Western District of
Washington at Seattle a Plan of Reorganization and a Disclosure
Statement on November 17, 2020.

The Debtor's Plan is accomplished through the continuation of
Debtor's primary business, the ownership, management, leasing
and/or refinance or sale of commercial real estate.  The Debtor
seeks to accomplish payments under the Plan primarily from the net
proceeds and revenues generated through the leasing, sale or
refinance of the real property located at 2201, 2207 and 2213
Everett Ave., Everett, Washington 98201 (hereinafter "The
Property"), to make mortgage payments and plan payments.

Class 4 General unsecured claims totaling 89,304 will be paid over
60 months in fully amortized monthly payments of $1,685 principal
and 5% interest.  In the event funds are insufficient to pay Class
4 claims in full upon any sale of The Property or other assets,
Class 4 claimants shall receive a pro rata share of the funds
available to pay Class 4 Unsecured Claims.

Class 5 consists of interest holder Dennis Wagner.  Class 5 is
unimpaired under the Plan and will receive all remaining funds, if
any, after payment in full under the Plan to Classes 1 through 4.

The Debtor shall make all payments due under the Plan out of the
funds on hand in the estate as of the Effective Date, and through
the income generated by The Property through the leasing and
eventual refinance and or sale of The Property. The sale of The
Property is expressly contemplated by the Plan and the Confirmation
Order shall so state.  Upon sale, all secured creditors will be
paid in full.

A full-text copy of the Disclosure Statement dated November 17,
2020, is available at https://tinyurl.com/y36whyk9 from
PacerMonitor.com at no charge.

Attorney for the Debtor:

        Marc S. Stern
        1825 NW 65th St.
        Seattle, WA 98117
        Tel: 206-448-7996

                      About Downtown Dennis

Downtown Dennis Real Estate, LLC, is primarily engaged in renting
and leasing real estate properties.  Downtown Dennis Real Estate
filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
2:20-bk-12859) on Nov. 17, 2020.  At the time of filing, the Debtor
had $2,910,519 total assets and $1,511,516 total liabilities.  The
Hon. Timothy W. Dore oversees the case.  Marc S. Stern, Esq. of the
LAW OFFICE OF MARC S. STERN, is the Debtor's counsel.


FREEDOM PLUMBERS: Unsecureds Owed in Excess of $1K to Recover 20%
-----------------------------------------------------------------
Freedom Plumbers Corporation filed a First Amended Chapter 11 Plan
and a corresponding Disclosure Statement.

Class 15 consists of General Unsecured Claims Under $1,000.
Unsecured Creditors holding Claims in an amount which is less than
$1000 will receive a one time payment of 25% of the principal
amount of their Claim on the Effective Date.  

Class 16 consists of General Unsecured Claims in Excess of $1,000.
Unsecured Creditors holding Claims in an amount which is more than
$1,000 will receive payment of 20% of the principal amount of their
Claim over a 54-month period. Payments will be made quarterly,
commencing in month 7 of the Plan Term.  Creditors holding an
Unsecured Claim which are more than $1,000 may elect to have their
Claim treated as Class 15 Claim by affirmatively making such
election on the ballot form accompanying the Plan.  In the event
such an election is made, the claim amount will be reduced to
$1,000.  The Debtor will not be required to pay more than $7,500 to
Class 15, and shall retain the right to require that creditors
holding claims in excess of $1,000 be treated as Class 16 Creditors
if the distribution amount exceeds $7,500.

Richard (Ricky) Salinas holds 100% of the equity interests in the
Debtor, and is its CEO and President, responsible for all of the
day to day operations of the business.  As a practical matter,
continued operation of the business and payment of the plan
payments, require his continued employment.  Mr. Salinas will
contribute $20,000 to the Debtor to assist in making payments due
under the Plan on the Effective Date and in consideration for the
retention of his equity interest in the Reorganized Debtor.  The
stock in the Reorganized Debtor will not vest in Mr. Salinas until
such time as all Plan payments have been made.

Funding for the Plan will come from cash on hand, future revenues
of the Debtor and from a new value contribution of $20,000 by the
Debtor's principal in exchange for retaining the equity in the
Reorganized Debtor.

A full-text copy of the Amended Disclosure Statement dated December
11, 2020, is available at https://bit.ly/2KfidLj from PacerMonitor
at no charge.

Counsel for the Debtor:

        Steven R. Fox
        The Fox Law Corporation, Inc.
        17835 Ventura Blvd., Suite 306
        Encino, CA 91316
        Tel: (818) 774-3545
        E-mail: srfox@foxlaw.com

           - and -

        Ann E. Schmitt
        Culbert & Schmitt, PLLC
        40834 Graydon Manor Lane
        Leesburg, Virginia 20175
        Tel: (703) 737-6377
        E-mail: aschmitt@culbert-schmitt.com

                About Freedom Plumbers Corporation

Freedom Plumbers Corporation sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-10534) on Feb. 20,
2020, estimating under $1 million on both assets and liabilities.
Ann E. Schmitt, Esq. at Culbert & Schmitt, PLLC, is the Debtor's
counsel.


GL BRANDS: Dec. 31 Deadline Set for Panel Questionnaires
--------------------------------------------------------
The United States Trustee is soliciting members for an unsecured
creditors committee in the bankruptcy case of GL Brands, Inc.

If a party wishes to be considered for membership on any official
committee that is appointed in the case, it must please complete a
questionnaire and return it to the Office of the United States
Trustee no later than 12:00 p.m. (Central Standard Time), on
Thursday, Dec. 31, 2020, by email to Erin.Schmidt2@usdoj.gov and
Elizabeth.a.young@usdoj.gov, attention Erin Schmidt and Elizabeth
Young.

                      About GL Brands Inc.

GL Brands -- https://www.glbrands.com -- formerly dba Freedom Leaf,
is a global hemp consumer packaged goods company engaged in the
development and sale of cannabis-derived wellness products.
Through its premier brands Green Lotus and Irie CBD, GL Brands
delivers a full portfolio of hemp-derived CBD products, including
tinctures, soft gels, gummies, sparkling beverages, vapes, flower
and topical segments to promote greater wellness and balance, in
the U.S. and throughout the world.

On Dec. 17, 2020, GL Brands, Inc. et al sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 20-43800).  GL Brands
disclosed total assets of $100,000 to $500,000 and total
liabilities of $10 million to $50 million.  The petition was signed
by Carlos Frias, chief executive officer.

The Debtors tapped Robert A. Simon, Esq. of Whitaker Chalk Swindle
and Schwartz as bankruptcy counsel.


GRAY TELEVISION: S&P Alters Outlook to Positive, Affirms 'B+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S. television
broadcaster Gray Television Inc. to positive from stable. At the
same time, S&P affirmed all its ratings, including its 'B+' issuer
credit rating, on the company.

S&P said, "The positive outlook reflects our expectation that
leverage will remain in the low-5x area over the next 12 months due
to EBITDA growth from record political revenue in 2020 and
double-digit percent increases in retransmission revenue, and we
could raise our rating on Gray over the next 12 months if the
company demonstrated a financial policy that resulted in sustained
leverage below 5.5x."

"Gray's leverage has declined below our 5.5x upgrade threshold, but
its ability to maintain leverage below that level will depend on
how it deploys its excess cash. Gray has a history of increasing
leverage to fund acquisitions and subsequently deleveraging to
provide financial flexibility. Most recently (January 2019), Gray
increased leverage to above 6x (including preferred stock) to fund
the acquisition of Raycom Media. While the company has reduced
leverage to the low-5x area at the end of 2020, we believe it will
continue to seek acquisitions that expand its footprint of highly
rated stations. However, it is unclear if there are significant
assets available that could push leverage back above 5.5x."

"Absent additional acquisitions, we believe the company will use a
portion of its free operating cash flow (FOCF) to fund
shareholder-friendly initiatives. Gray's board recently increased
its share repurchase authorization to $220 million and had
repurchased $59 million through the first three quarters of 2020.
We also think it is likely that the company could institute a
regular dividend. Despite increasingly using cash flow to reward
shareholders, the company also has a track record of repaying debt.
If the company continues to use its excess cash flow to repay debt
such that we expect leverage to remain below 5.5x regardless of
acquisitions, we could raise the rating."

Core TV advertising remains highly sensitive to the recovery from
the coronavirus pandemic. Traditional advertising companies (TV,
radio, and outdoor) highly dependent on advertising revenue fared
worse through the pandemic and resulting recession than digital
advertising companies. Advertisers pulled back on brand spending
and focused on more measurable digital performance marketing
spending.

S&P said, "Still, our ratings on U.S. local TV broadcasters are
largely unchanged due to revenue diversity that includes record
2020 political advertising and retransmission, offsetting
significant core advertising declines. We expect core TV
advertising spending to improve sequentially quarter to quarter
throughout 2021 and broadcasters' leverage to remain relatively
stable through 2021."

S&P believes there remains a high degree of uncertainty about the
evolution of the coronavirus pandemic. While the early approval of
a number of vaccines is a positive development, countries' approval
of vaccines is merely the first step toward a return to social and
economic normality; equally critical is the widespread availability
of effective immunization, which could come by mid-2021.

S&P said, "We use this assumption in assessing the economic and
credit implications associated with the pandemic. As the situation
evolves, we will update our assumptions and estimates
accordingly."

A growing percentage of retransmission revenue provides an
increasing degree of cash flow stability. S&P expects
retransmission revenue (currently about 40% of revenue for the 12
months ended Sept. 30, 2020) will grow in the low double-digit
percent area over the next two years because of contractual annual
price escalators and higher rates associated with contract
renewals. This revenue growth reduces Gray's exposure to more
volatile advertising revenue. Television broadcasters negotiate
agreements with multichannel video programming distributors (MVPDs,
including cable, satellite, and telecommunication providers) for
the right to retransmit their content. Agreements typically last
three years; 43% of Gray's subscribers are up for renewal in the
beginning of 2021 and another 23% in the summer of 2021.

Secular changes in media consumption toward digital platforms
present a risk to television broadcasters. Declines in cable and
satellite subscribers accelerated in the first half of 2020 to a
high-single-digit percentage. Further acceleration in such
cord-cutting would cause additional harm to television broadcasters
because the rates video service distributors pay are based on the
number of subscribers. If broadcast television viewing declines
further, it could also be more difficult for the industry to
maintain its share of total U.S. advertising dollars.

Revenue declines in odd, non-election years because of a material
decline in political advertising.

S&P said, "We forecast political advertising revenue to decline to
about $35 million in 2021 compared with our expectation of record
political advertising revenue over $400 million in 2020, which was
driven by the presidential election. We expect political
advertising revenue will be about $235 million in 2022, in line
with the midterm elections in 2018."

Gray has a high mix of No. 1 and No. 2 ranked stations. Gray
reaches approximately 24% of television households in the U.S.,
primarily in small and midsize markets. While these markets
typically offer smaller pools of advertising revenue than larger
markets, Gray has a leading position in most of its markets, and so
its stations tend to have higher advertising revenue than would be
indicated by its audience ratings.

S&P said, "The positive outlook reflects our expectation that
leverage will remain in the low-5x area over the next 12 months due
to EBITDA growth from record political revenue in 2020 and
double-digit percent increases in retransmission revenue. We could
raise our rating on Gray over the next 12 months if the company
demonstrated a financial policy that resulted in sustained leverage
below 5.5x."

S&P could raise the rating if:

-- The recovery in core advertising continued, such that S&P
believed the risk of a second coronavirus-related advertising
downturn had abated; and

-- S&P expected the company's financial policy regarding debt
repayment, shareholder returns, and acquisitions would support
sustained leverage below 5.5x.

S&P could revise the outlook to stable if it expected leverage to
increase above 5.5x. This could occur if:

-- The company were to pursue a large debt-financed acquisition;

-- The resurgence in the coronavirus pandemic caused the recovery
in core advertising to stall;

-- Subscriber declines accelerated, causing net retransmission
revenues to decline; and

-- The company used the majority of its cash balance for
shareholder-rewarding initiatives.


GUITAR CENTER: Concludes Fast-Track Reorganization
--------------------------------------------------
Guitar Center, Inc., on Dec. 22, 2020, announced that it has
emerged from bankruptcy following the successful consummation of
its plan of reorganization under chapter 11 of the U.S. Bankruptcy
Code.  

The Plan, which was confirmed on Dec. 17, 2020, implements a series
of previously announced recapitalizations, including exit financing
and the extinguishment of all of Guitar Center's prepetition debt.
Guitar Center emerges with a stronger balance sheet as a result of
the elimination of nearly $800 million of debt and $165 million in
new equity funding.  In addition, the recapitalization transactions
boost Guitar Center's liquidity, supporting the company's ongoing
operations and enables it to invest in its strategic growth
initiatives and execute its business plan.

CEO of Guitar Center, Ron Japinga said "We are excited to have
gained the financial and operational flexibility we need to
reinvest in our business and support our long-term sustainable
growth, allowing us to deliver on our mission of putting more music
into the world.  I want to deeply thank all of our associates,
customers, vendors, landlords and creditors who believed in our
business and helped us get to this milestone.  We look forward to
strengthening our business and to building upon this momentum as we
enter this next exciting chapter."

Key elements of the recapitalization transactions include:

   * Guitar Center's indirect parent issued a new series of senior
preferred equity plus cash to holders of Guitar Center's
prepetition secured notes and a new series of junior preferred
equity to holders of Guitar Center's unsecured notes in
satisfaction of such holders' respective claims;

   * Guitar Center's indirect parent received a $165 million common
equity investment from a fund managed by Ares Management
Corporation, funds managed by Brigade Capital Management and a fund
managed by The Carlyle Group.  These investors now indirectly own
all of the common equity of Guitar Center;

   * Guitar Center entered into a new secured asset based revolving
financing facility that provides for borrowings of up to $375
million from time to time; and

   * Release of the net proceeds from Guitar Center's $350 million
note issuance consummated on December 15, 2020, which were used to
support the consummation of the recapitalization transactions.

Court filings and information about Guitar Center's claims process
are available at https://cases.primeclerk.com/guitarcenter/, by
calling Guitar Center’s claims agent, Prime Clerk, toll-free
877-471-3505; Local/International: 347-919-5770 or by sending an
email to guitarcenterinfo@primeclerk.com.

                       About Guitar Center

Guitar Center is a leading retailer of musical instruments,
lessons, repairs and rental instruments in the U.S.  With more than
295 stores across the U.S. and one of the top direct sales websites
in the industry, Guitar Center has helped people make music for
more than 50 years.  Guitar Center also provides customers with
various musician based services, including Guitar Center Lessons,
where musicians of all ages and skill levels can learn to play a
variety of instruments in many music genres; GC Repairs, an on-site
maintenance and repairs service; and GC Rentals, a program offering
easy rentals of instruments and other sound reinforcement gear.
Additionally, Guitar Center's sister brands include Music & Arts,
which operates more than 225 stores specializing in band &
orchestral instruments for sale and rental, serving teachers, band
directors, college professors and students, and Musician's Friend,
a leading direct marketer of musical instruments in the United
States.

Guitar Center, Inc., and 7 of affiliates sought Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21,
2020.  Guitar Center was estimated to have $1 billion to $10
billion in assets and liabilities as of the bankruptcy filing.

The Hon. Kevin R. Huennekens is the case judge.

The Debtors tapped Milbank LLP as general bankruptcy counsel;
Houlihan Lokey Inc. as investment banker; Berkeley Research Group
LLC as operational and financial advisor; Hunton Andrews Kurth LLP
as local bankruptcy counsel; Lyons, Benenson & Company Inc. as
compensations consultant; A&G Realty Partners, LLC as real estate
consultant and advisor; and KPMG LLP to provide audit, tax
compliance and consulting services.  Prime Clerk LLC is the claims
agent.  

Stroock & Stroock & Lavan LLP served as legal counsel to an ad hoc
group of Secured Noteholders and Province served as financial
advisor.

Kirkland & Ellis LLP served as legal counsel to Ares Management
Corporation.  

Debevoise & Plimpton LLP served as legal counsel to Brigade Capital
Management and GLC Advisors & Co. served as financial advisor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal
counsel to The Carlyle Group.


GUMP'S HOLDINGS: Unsecureds' Recovery "Unknown" in Liquidating Plan
-------------------------------------------------------------------
Gump's Holding's, LLC, Gump's Corp and Gump's by Mail, Inc., filed
with the U.S. Bankruptcy Court for the District of Nevada a
Disclosure Statement concerning its Joint Plan of Liquidation on
Dec. 11, 2020.

The Plan is an attempt to maximize value for creditors by,
primarily providing a mechanism for liquidating the remaining
assets of the Debtors in an orderly and value-maximizing manner and
resolving the claims against the recoveries.  The Plan establishes
a Liquidating Trust for the benefit of the holders of
Administrative Claims, Priority Unsecured Claims and General
Unsecured Claims.

The estimated recovery for General Unsecured Claims is "unknown at
this time", according to the Disclosure Statement.

Class 3(a), Class 3(b) and Class 3(c) consist of General Unsecured
Claims against Holdings, Retail and Direct, respectively of Claims.
The Debtors believe that the total amount of scheduled and filed
Unsecured Claims are $16,014,566.  Under the Plan, Each Holder of
an Allowed Unsecured Claim of Holdings shall participate Pro Rata
with each other Holder of an Allowed Unsecured Claim of Holdings
and shall receive, on the applicable Plan Distribution Date, its
Pro Rata Share of the Liquidating Trust Beneficial Interests as to
which all Holders of Allowed Unsecured Claims of the Debtors in
Classes 3(a), 3(b), and 3(c) would be entitled as if all such
Classes were a single Class; provided, however, that a holder of an
Allowed Unsecured Claim against more than one Debtor shall be
treated as holding a single Allowed General Claim and limited to a
single recovery on account of all such Allowed General Unsecured
Claims.

Class 5(a), Class 5(b), Class 5(c) and Class 5(d) consist of Equity
Interests in Holdings, Retail and Direct.  On the Dissolution Date,
the Equity Securities of Holdings will be extinguished and
cancelled, and Holders of Class 5(a) Equity Securities will not
receive any Distribution on account of such Equity Securities.

The Plan provides for the creation of the Liquidating Trust,
pursuant to the Liquidating Trust Declaration, that will oversee
the orderly liquidation of the property transferred under the Plan
to the Liquidating Trust by the Debtors.  In this regard, the
Secured Claims of Gump's Obligations Holdings Company, LLC, will be
released for the benefit of the holders of beneficial interest in
the Liquidating Trust.  The Liquidating Trust Declaration shall
constitute a Plan Document and shall only contain terms and
conditions consistent with the Plan and reasonably acceptable to
the Debtors and the Committee.

A full-text copy of the Disclosure Statement dated Dec. 11, 2020,
is available at https://bit.ly/2KfmZsd from PacerMonitor at no
charge.

Attorneys for Debtors:

        GARMAN TURNER GORDON LLP
        WILLIAM M. NOALL
        GABRIELLE A. HAMM
        7251 Amigo Street, Suite 210
        Las Vegas, Nevada 89119
        Telephone (725) 777-3000
        Facsimile (725) 777-3112
        E-mail: wnoall@gtg.legal
        E-mail: ghamm@gtg.legal

                     About Gump's Holdings

Gump's Holdings, LLC -- http://www.gumps.com/-- operates as a
holding company.  The company, through its subsidiaries, sells
furniture, lighting, rugs, linens, apparel and jewelry.

Gump's Holdings, Gump's Corp. and Gump's By Mail, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case Nos. 18-14683 to 18-14685) on Aug. 3, 2018.

In the petitions signed by Tony Lopez, CFO and chief operating
officer, the Debtor disclosed these assets and liabilities:

                                   Assets     Liabilities
                               ------------   ------------
   Gump's Holdings, LLC            $47,031    $16,456,335
   Gump's Corp.                 $9,812,318    $23,713,258
   Gump's By Mail, Inc.         $4,198,319    $23,755,942

The Debtors tapped Garman Turner Gordon LLP as counsel; Lincoln
Partners Advisors LLC as financial advisor; and Donlin, Recano &
Company Inc. as claims and notice agent.

The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on Aug. 20, 2018.  The committee tapped
Brownstein Hyatt Farber Schreck, LLP as its legal counsel.


IQOR HOLDINGS: S&P Upgrades ICR to 'CCC+' on Restructuring
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on iQor Holdings
to 'CCC+' from 'D'. The outlook is negative.

S&P is also assigning its 'B' issue-level rating and '1' recovery
rating to the company's priority exit term loan and 'CCC+'
issue-level rating and '3' recovery rating to its second out term
loan. The '1' recovery rating reflects S&P's expectation of very
high (90%-100%, rounded estimate: 95%) recovery in the event of
default. The '3' recovery rating reflects S&P's expectation of
meaningful (50%-70%, rounded estimate: 50%) recovery in the event
of default.

iQor is highly leveraged, with S&P Global Ratings-adjusted leverage
in the mid-5x area pro forma for the restructuring.

The company recently emerged from bankruptcy and will divest its
unprofitable products business in the near term.

S&P said, "We expect modest deleveraging over the next 12 months,
driven by earnings growth and a reduction in restructuring
expenses. We believe the company's core call center business is
better positioned for growth and improved profitability, due to
improving revenue mix from retail customers, and we expect call
center volumes to rebound as the current pandemic begins to subside
in 2021. Although we view the industry as having limited fixed cost
leverage and relatively high costs associated with recruiting and
training new call center employees, ongoing efforts to offshore
employees will likely result in improved EBITDA margins."

S&P expects iQor to generate roughly break-even free operating cash
flow (FOCF) over the next 12 months while maintaining adequate
liquidity.

The company has a history of free cash flow deficits, due to the
unprofitable products repair and international logistics
businesses, as well as large associated restructuring expenses.

S&P said, "We forecast roughly break-even FOCF generation over the
next 12-24 months, as restructuring expenses wind down, and the
company supports roughly $30 million of capex needs per year,
mostly due to investments in new call centers and maintenance
spending around data centers. The company will experience some
seasonal working capital needs in the third and fourth quarters due
to increased demand, with inflows in the first quarter as this
unwinds, and we believe the divestiture of the products business
will benefit working capital. As part of the new debt
capitalization, which resulted in interest burden falling by
roughly half, the company will have access to a $80 million
asset-based lending (ABL) facility, with roughly $25 million drawn
at closing and $5 million in letters of credit. The company also
has roughly $35 million in balance sheet cash pro forma for the
restructuring, bringing total liquidity to about $85 million. We
expect the company to maintain at least $50 million in total
available liquidity over the next 12-month period."

"We forecast roughly mid-single-digit revenue growth for the
company over the next 12 months, as call center volumes return to
more normal levels, and the company experiences strong performance
from retail customers."

"We expect the return to growth will be partially offset by
upcoming contract renewals for key customers, as well as continuing
weakness from a large telecommunications (telecom) customer. Call
center volumes have been greatly reduced as a result of the
COVID-19 pandemic, given reduced economic activity and consumer
spending. In addition, a majority of iQor's call center seats are
located in the Philippines, which has pressing infrastructure and
social needs. We see the concentration in the
Philippines(BBB+/A-2/Stable) as an ongoing risk to our forecast.
The stable outlook on the Philippines reflects S&P Global Ratings'
expectation that the Philippines' orthodox policymaking will
continue to underpin its credit metrics, and that the economy will
rebound strongly in 2021."

Nevertheless, strong performance from retail customers and
increased consumer spending online, as well as a pickup in its
collections business, should result in good revenue growth for the
company in 2021. The collections business has been heavily affected
by low delinquency rates and government-imposed moratoriums, which
S&P expects to return to normal in 2021. The company has seen high
growth from a large online retail customer, and S&P expects this to
continue.

S&P believes exposure to the telecommunications sector will
contribute to earnings volatility over the rating agency's
forecast.

S&P said, "The company has significant end-market exposure to the
telecom sector (roughly 60% of 2020 expected revenue), as well as
high revenue concentration among its top 10 customers (roughly 66%
of revenue), which we believe adds volatility to revenue and cash
flow. We expect the big carriers will continue to cut costs and
reduce the number of vendors being used, as the industry
experiences further consolidation. For example, 2 top 10 customers
for iQor merged in 2020, which could have a meaningful adverse
revenue impact if the contracts are not renewed as expected."

"We view the customer care market in general as being fragmented
and highly competitive, with low barriers to entry, further
limiting our assessment of the business. The industry has
experienced pricing pressure in recent years, as other providers
with similar capabilities look to compete on price, which we expect
will continue given the commoditized nature of the work. iQor also
has smaller revenue scale compared with many of its peers."

"The negative outlook on iQor reflects execution risk as it emerges
from bankruptcy, and our expectation for break-even free cash flow
generation over the next 12–24 months. It incorporates the risk
of greater-than-expected impact from the current economic
recession, potentially adverse revenue impact from upcoming large
contract renewals, or increased investment requirements that result
in weakened credit measures."

"We could lower our rating on iQor if weak operating performance
results in total available liquidity declining below $35 million,
sustained FOCF deficits, or weak covenant headroom. This would most
likely result from the loss of large customer contracts,
greater-than-expected adverse impact of the coronavirus pandemic on
call center volumes, or increased priced-based competition."

"We could raise our rating on iQor if the company generated
sustained FOCF-to-debt in the mid-to-high single digit area and at
least 20% covenant cushion on its priority first-lien total net
leverage covenant. This would most likely result from a
demonstrated track-record of improved operating performance and
profitability, successful renewals of upcoming large contracts, and
further customer end-market diversity."


J.D. BEAVERS: Objections Resolved; Plan Confirmed
-------------------------------------------------
Judge Joel D. Applebaum has entered an order confirming the Second
Amended Combined Plan of Reorganization and Disclosure Statement of
debtor J.D. Beavers Co., LLC.

On Aug. 5, 2020, Debtor filed the Plan.  Under the Plan, the Debtor
is not liquidating and is continuing in business after consummation
of the Plan

Prior to the deadline for filing objections to confirmation of the
Plan, the Debtor received and resolved informal objections from
Huntington Bank, Caterpillar Financial Services Corporation, and
ReadyCap LLC.

As provided in the Voting Report, seven of the eight voting classes
approved the Plan.  Class 4's single creditor, Marlin Capital
Solutions, is the exception, not participating in the bankruptcy
and voting.  

National Funding, Inc., is the only creditor who filed an objection
to confirmation of the Plan, the objection being limited to the
Plan's proposed temporary injunction delaying collection action
against the Debtor's principal.  

Following a hearing on Dec. 10, 2020, Judge Joel D. Applebaum
confirmed the Plan.

National Funding's objection is granted.  The Court denies the
injunction  proposed in Sec. 5.4.2 of the Plan, and strikes Sec.
5.4.2, including Sec. 5.4.2.1 through 5.4.2.8, which will have no
effect or consequence whatsoever.

With respect to Marlin, the Plan satisfies the requirements of Sec.
1129(b)(2)(A), because the Plan proposes fair and equitable
treatment, does not unfairly discriminate, and allows Marlin to
realize the indubitable equivalent of its secured claim.

The Debtor and ReadyCap have engaged in negotiations to resolve
their differences and reached the following agreement:

   i. The interest rate to be provided for the two notes in Classes
One and Two shall be 4.75% as of the Plan's Effective Date.  The
current interest rate that ReadyCap has been charging the Debtor
pre-confirmation will not  be affected until the Effective Date.

  ii. The interest rate on both notes in Classes One and Two shall
be fixed for the first 5 years of the Plan following the Effective
Date.  Then the interest rate will be variable at the rate of the
Wall Street Journal Prime Rate plus 1.5%, adjusted every five years
in accordance with the notes but, except for the first rate change
after the expiration of the first five years fixed term, there will
be an annual cap of any increase in the interest rate of not more
than 1%.  The initial fixed rate of interest of 4.75% will be
effective 30 days following the Effective Date, and each successive
rate change shall be effective on the first business day following
the expiration of each five-year period.  The 4.75% interest rate
for the first five years following the Effective Date and the
interest rates set following the first five year period, will also
be the interest rate charged to guarantors and any other entity or
person liable under the two notes ReadyCap provided for in Classes
One and Two.

iii. All other terms of ReadyCap's two notes shall remain
unchanged.

  iv. ReadyCap shall support confirmation of the Debtor's proposed
Plan.

   v. ReadyCap shall cast timely accepting ballots in all classes
where ReadyCap is eligible to vote.

  vi. Subject to the foregoing, on ReadyCap Loan 9101, regular
payments of $4,141.65 are to be paid monthly for this secured loan.
Amortization of the claim amount of $492,407 is at 4.75% and pays
out over 161 months.

  vii. Subject to the foregoing, on ReadyCap Loan 6101, the loan
balance of $562,599 plus the arrears of $44,509, create a total
balance due of $607,108.  This amount is amortized at 4.75%
interest over 87 months with monthly payments of principal and
interest in the amount of $8,262.32.

The Plan Confirmation Order conforms with Sec. 5.6 of the Plan. As
indicated therein, the claims of First Home Bank, Independence
Bank, Loan Builder-Pay/Pal, and Idea 247, Inc. (the "Unsecured
Lenders") are unsecured claims, despite each of these entities
filing UCC-1 financing statements.  They are all unsecured, because
after consideration of the senior liens of ReadyCap, there is no
equity for junior lienholders, such as the Unsecured Lenders.  Each
of the Unsecured Lenders shall therefore, within 30 days following
entry of this Confirmation Order, provide a signed release of their
UCC-1 financing statements to Debtor for recording.

A full-text copy of the Plan Confirmation Order dated Dec. 15,
2020, is available at https://bit.ly/2LZ2oZv from PacerMonitor at
no charge.

The Debtor is represented by:

         THE FOX LAW CORPORATION
         Steven R. Fox
         17835 Ventura Blvd., Suite 306
         Encino, CA 91316
         Tel: (818) 774-3545
         E-mail: SRFox@FoxLaw.com

           - and -

         SCHAFER AND WEINER, PLLC
         Jeffery J. Sattler
         40950 Woodward Ave., Ste. 100
         Bloomfield Hills, MI 48304
         Tel: (248) 540-3340
         E-mail: jsattler@schaferandweiner.com

                        About J.D. Beavers

J.D. Beavers Co. LLC is a recycling company in Brighton, Michigan
that converts scrap metal into reusable raw materials for the metal
making industry.  The company buys aluminum, carbide, coated wire,
copper, brass & red metals, gold & silver, lead acid battery, niton
XL3t, steel, stainless steel, and tool steel.

The Company filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
19-32748) on Nov. 20, 2019 in Flint, Michigan.  In the petition
signed by John D. Beavers, president, the Debtor was listed with
total assets at $950,945 and total liabilities at $2,495,614.
Judge Joel D. Applebaum administers the case.  Schafer and Weiner,
PLLC, and The Fox Law Corporation, Inc., serve as counsel to the
Debtor.


JAGUAR HEALTH: Issues 11.6M Shares from Dec. 4 to 18
----------------------------------------------------
Jaguar Health, Inc., on Dec. 15, 2020, entered into a privately
negotiated exchange agreement with a holder of shares of the
Company's Series D Perpetual Preferred Stock which resulted in the
aggregate issuance by the Company of more than 5% of the Company's
issued and outstanding shares of common stock, as last reported in
the Company's Quarterly Report on Form 10-Q filed on Nov. 16,
2020.

From Dec. 4, 2020 through Dec. 18, 2020, the Company issued
11,628,787 shares of Common Stock at an effective price per share
equal to the market price (defined as the Minimum Price under
Nasdaq Listing Rule 5635(d)) in the following transactions:

On Dec. 15, 2020, pursuant to an exchange agreement dated Dec. 15,
2020, the Company issued 6,060,606 shares of Common Stock to a
holder of the Preferred Stock in exchange for 250,000 shares of
Preferred Stock.

On Dec. 16, 2020, pursuant to an exchange agreement dated Dec. 16,
2020, the Company issued 5,568,181 shares of Common Stock to a
holder of the Preferred Stock in exchange for 245,000 shares of
Preferred Stock.

                      About Jaguar Health

Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas.  Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.

Jaguar reported a net loss of $38.54 million for the year ended
Dec. 31, 2019, compared to a net loss of $32.15 million for the
year ended Dec. 31, 2018.  As of Sept. 30, 2020, the Company had
$36.23 million in total assets, $28.43 million in total
liabilities, and $7.81 million in total stockholders' equity.

Mayer Hoffman McCann P.C., in San Francisco, California, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated April 2, 2020 citing that the
Company has experienced losses since inception, significant cash
used in operations, and is dependent on future financing to meet
its obligations and fund its planned operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


KB US HOLDINGS: $96.4M Sale of 27 Stores to Fund Plan
-----------------------------------------------------
KB US Holdings, Inc. and its debtor affiliates filed the Disclosure
Statement for the Second Amended Joint Plan dated Dec. 15, 2020.

The Sale Transaction provides for the sale of 27 of the Debtors' 35
stores for a purchase price of $96.4 million in cash, plus the
assumption of $25 million in underfunded pension liabilities and
certain additional liabilities.  The transaction also requires
approval of the Federal Trade Commission.

The Debtors' Board of Directors has approved a sale bonus plan (the
"Sale Bonus Plan"), which provides for payments to certain
employees likely to be terminated as a result of the Sale
Transaction.  Subject to Court approval, the Sale Bonus Plan
provides for payments upon closing of the Sale Transaction to
certain employees who are essential to the successful consummation
of the Sale Transaction, equal to a minimum of four weeks and a
maximum of 16 weeks of base pay.  The aggregate payments to be made
pursuant to the Sale Bonus Plan is $1.3 million, which the
Prepetition Lenders and the DIP Lenders are anticipated to support.
Certain insiders and executives of the Debtors are eligible for
the Sale Bonus Program.  Confirmation of the Plan shall constitute
Court approval of the Sale Bonus Plan and the payments made
thereunder.

The Plan provides for the assumption of certain Special Retention
Bonus Award Agreements, dated as of Dec. 18, 2019, with each of
Stephen Corradini (Chief Merchandising Officer), Joseph Parisi
(Chief Operating Officer), and Stephen Reynolds (Vice President –
Finance, Controller), which provide an aggregate outstanding
payment of approximately $141,321.  These individuals are essential
to the continued operations of the Debtors towards a successful and
timely consummation of the Sale Transaction.  Mr. Corradini, as
Chief Merchandising Officer, is responsible for, among other
things, the Debtors' vendor relationships and marketing. Mr.
Parisi, as Chief Operating Officer, is responsible for, among other
things, the maintenance of the Debtors' facilities.  Mr. Reynolds,
as Vice President - Finance and Controller, is responsible for,
among other things, the Debtors' accounting and financial systems.
The Debtors anticipate that the disruption caused by the loss of
any of these individuals would, at the very least, significantly
delay consummation of the Sale Transaction -- resulting in
additional administrative expenses incurred by the Debtors'
estates.

The Court has scheduled the Plan Confirmation Hearing for Jan. 21,
2021 at 2:00 p.m.  The Voting Deadline is Jan. 12, 2021, at 12:00
p.m.  Objections to Confirmation of the Plan must be filed with the
Court and served so as to be actually received by the appropriate
notice parties by Jan. 14, 2021, at 12:00 p.m.

A full-text copy of the Second Amended Joint Plan dated December
15, 2020, is available at https://bit.ly/3nMjAPV from PacerMonitor
at no charge.

Attorneys for Debtors:

         Vincent Indelicato
         Timothy Q. Karcher
         PROSKAUER ROSE LLP
         Eleven Times Square
         New York, New York 10036

         Charles A. Dale
         PROSKAUER ROSE LLP
         One International Place
         Boston, MA 02110

         Steve Y. Ma
         PROSKAUER ROSE LLP
         2029 Century Park East, Suite 2400
         Los Angeles, CA 90067-3010

                    About KB US Holdings, Inc.

KB US Holdings, Inc., is the parent company of King Food Markets
and Balducci's Food Lover's Market.

Headquartered in Parsippany, N.J., Kings Food Markets has been a
specialty and gourmet food market across the East Coast.  In 2009,
Kings Food Markets acquired specialty gourmet retail grocer,
Balducci's Food Lover's Market.  As of the petition date, the
Debtors operate 35 supermarkets across New York, New Jersey,
Connecticut, Virginia, and Maryland.

KB US Holdings and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22962)
on Aug. 23, 2020.  At the time of the filing, the Debtors disclosed
assets of between $100 million and $500 million and liabilities of
the same range.

Judge Sean H. Lane oversees the cases.

The Debtors tapped Proskauer Rose LLP as their legal counsel, Peter
J. Solomon as investment banker, Ankura Consulting Group LLC as
financial advisor, and Prime Clerk LLC as claims, noticing and
solicitation agent.


KENAN ADVANTAGE: S&P Alters Outlook to Developing, Affirms CCC+ ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook to developing from negative
and affirmed its 'CCC+' issuer credit rating on Kenan Advantage
Group Inc. (Kenan).

At the same time, S&P is affirming its 'B-' issue-level rating on
the company's senior secured revolving credit facility and
first-lien term loan. The recovery rating remains '2', indicating
S&P's expectation for substantial (70%-90%; rounded estimate: 80%)
recovery in the event of default. S&P is also affirming its 'CCC-'
issue-level rating on the company's senior unsecured notes. The
recovery rating on this debt remains '6'.

S&P said, "The developing outlook reflects the probability that we
could lower or raise the rating, depending on whether Kenan
successfully refinances its July 2022 debt maturities and maintains
generally consistent operating performance."

"Kenan's operating performance has exceeded our previous forecast,
and we expect stronger credit metrics in 2020 and 2021.  Despite a
revenue decline in 2020, we expect the company will sustain
improved profitability this year. Kenan's cost-cutting measures in
response to the COVID-19 pandemic have improved EBITDA margins.
Additionally, operating performance continues to benefit from prior
fleet upgrades over the past few years. We estimate the company's
revenue and EBITDA will continue to improve into 2021 as demand and
volumes recover from the low point in May 2020, bolstered by recent
acquisitions."

Nevertheless, the company's capital structure remains unsustainable
in S&P's view. Kenan's revolving credit facility and first-lien
term loans mature in July 2022. Although the company's adjusted
leverage has improved, the rating continues to reflect S&P's view
that the existing capital structure is unsustainable over the long
term with refinancing risk as a large portion of debt approaches
maturity.

S&P said, "The developing outlook reflects the probability that we
could lower or raise the rating, depending on whether Kenan
successfully refinances its July 2022 debt maturities and maintains
generally consistent operating performance."

"We could lower our ratings on Kenan if the company fails to
refinance its July 2022 debt maturities before they become current.
We could also lower our ratings if its liquidity becomes
constrained or if earnings deterioration leads us to conclude the
company will likely default over the following 12 months. These
scenarios include--but are not limited to--a near-term liquidity
crisis, or the likely implementation of a distressed exchange offer
or debt redemption over the following 12 months."

"We could raise the ratings on Kenan if the company is able to
refinance its July 2022 debt maturities in a timely manner. We
would also look for adequate liquidity, continued improvement in
operating performance resulting in adjusted debt leverage below
6.5x on a sustained basis, and funds from operations (FFO)-to-total
adjusted debt ratio in high-single-digit percent area."


KRONOS ACQUISITION: S&P Affirms 'B-' ICR; Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Concord, Ont.-based Kronos Acquisition Holdings Inc.

At the same time, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to the company's proposed senior secured US$900
million term loan and US$475 million of senior secured notes, both
of which rank pari passu, and S&P's 'CCC' issue-level rating and
'6' recovery rating to Kronos' proposed US$525 million unsecured
notes.

Improved profitability amid demand strength mitigates higher debt
from dividend recapitalization.   Kronos' operating performance was
positively affected through year-to-date Oct. 03, 2020 compared
with the same period last year; revenues rose by 7% and EBITDA by
about 40%. Margins have improved substantially to 18%-19% compared
with 10% in 2019, reflecting management's business turnaround
initiatives and the sale of the low-margin co-manufacturing
segment. Contributing factors to the significant improvement in
profitability are meaningful cost benefits from the roll-out of
compacted bleach and the increased demand for cleaning and
disinfectant products.

S&P said, "We believe Kronos' operating performance will remain
similarly robust through 2021 spurred by the increased consumption
of bleach and cleaning products, reflecting increased hygiene
standards through the pandemic. In addition, an increase in new
residential pool construction and people staying home is driving
demand for pool chlorinating liquids. We expect these new habits in
health, hygiene, and staying home will persist to some extent even
post-pandemic. We expect these favorable revenue trends combined
with operating costs savings (mainly procurement and sales,
general, and administrative), and cost benefits from the launch of
compacted bleach products should sustain the improvement in the
company's EBITDA and margins through 2021 compared with historical
levels. Furthermore, Kronos' ability to pass commodity price
volatility on to its customers should allow the company to protect
its improved profitability with EBITDA margins in the 19%-20% area
through 2021. The proposed transaction will increase Kronos' total
debt by about US$350 million, leading to debt to EBITDA (LTM ended
Oct. 3, 2020) of about 7x, which is higher than the current
debt-to-EBITDA ratio of about 5.5x. In our view, despite the
additional balance-sheet debt, we believe Kronos can maintain
credit measures that are commensurate with the rating owing to our
revised (higher) expectation of EBITDA; these include debt to
EBITDA of about 6.5x-7.0x through 2021 and EBITDA interest coverage
of 2.5x. Our ratings assume leverage is sustained at this level for
the foreseeable future as the company uses any leverage capacity to
pursue acquisitions or return capital to its owners."

Proceeds from company's property and business interruption
insurance should partially offset the incremental costs related to
the Lake Charles manufacturing facility closure.  In August 2020,
Hurricane Laura caused a fire in the company's Lake Charles, La.,
facility, leaving it inoperable and in need of significant repairs.
The facility is a vertically integrated plant that converts raw
commodity chemicals into a key ingredient, Trichlor (TCCA), which
is shipped to Kronos' other facilities for conversion into
end-products such as chlorine tablets and distribution.

S&P said, "We believe that the costs to rebuild the facility
related improvements and other operating cash costs directly linked
to this event of about US$296 million will be partially covered by
insurance proceeds of US$150 million and the remainder with
internal cash flows. While the facility is down, Kronos expects to
retain approximately 80% of TCCA volumes in 2021 through
negotiations with suppliers and offering viable substitutes to
ensure adequate supply for the pool segment. Although we realize
that operating the pool segment while sourcing raw materials from
third-party suppliers could lead to significantly increased costs,
we also acknowledge that the insurance proceeds will help mitigate
the increased costs through 2021."

"We anticipate the re-opening of the facility in mid-2022. The new
facility is expected to provide greater production flexibility to
produce more volumes and drive greater operational benefits with
capabilities to create new product formats. That said, in our
opinion, until such time that the facility is fully operational,
there remains the risk of continued revenue losses and
unanticipated elevated operational and capital costs that could
pressure EBITDA and free cash flows through fiscal 2022."

"Availability under the revolver facility supports liquidity.  We
expect that Kronos' free operating cash flow could be negative in
fiscal 2021 due to the elevated capital expenditures (capex) to
rebuild the Lake Charles facility. That said, we believe that pro
forma cash in hand of US$50 million and full availability under the
company's existing US$275 million asset-based lending (ABL)
facility will provide the company with a sufficient liquidity
cushion over the next 12 months."

"The stable outlook reflects our expectation that Kronos will
sustain a debt-to-EBITDA ratio of 6.5x-7x, reflecting improved
EBITDA. We expect the company's operating performance will continue
to benefit from ongoing pandemic-related demand for cleaning and
sanitization and successful execution on its operating efficiency
initiatives."

"We could lower the ratings on Kronos if leverage approaches 9.0x
or EBITDA interest coverage weakens close to 1.5x because of poor
operating performance or debt-funded acquisitions and
distributions. We believe such a scenario could arise if EBITDA
margins were to deteriorate by more than 500 basis points or debt
increased by more than US$500 million."

"We could raise the ratings if the company's revenues and EBITDA
improved and Kronos can demonstrate a financial policy such that it
can sustain an adjusted debt-to-EBITDA ratio below 6x."


KUTTER GROUP: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Kutter Group Holdings, LLC
        10434 Park Commons Dr.
        Orlando, FL 32832

Business Description: Kutter owns and operates a pet store.

Chapter 11 Petition Date: December 23, 2020

Court: United States Bankruptcy Court
       Middle District of Florida

Case No.: 20-06971

Debtor's Counsel: Aldo G. Bartolone, Esq.
                  BARTOLONE LAW, PLLC
                  1030 N. Orange Avenue
                  Suite 300
                  Orlando, FL 32801
                  Tel: (407) 294-4440
                  Fax: (407) 287-5544
                  E-mail: aldo@bartolonelaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Kutter, president.

A copy of the petition containing, among other items, a list of the
Debtor's 10 unsecured creditors is available for free at
PacerMonitor.com at:

https://www.pacermonitor.com/view/SDZ6WZA/Kutter_Group_Holdings_LLC__flmbke-20-06971__0001.0.pdf?mcid=tGE4TAMA


LIVE NATION: S&P Rates New $500MM Senior Secured Notes 'B+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level and '2' recovery
ratings to Live Nation Entertainment Inc.'s proposed $500 million
senior secured notes. The '2' recovery rating indicated its
expectation of substantial (70%-90%; rounded estimate: 70%)
recovery of principal in the event of a payment default.

The company plans to use the proceeds to pay down roughly $75
million of its senior secured term loan and add the remaining cash
to the balance sheet to bolster liquidity. The new senior secured
notes increase secured debt relative to total debt and results in
estimated recovery very close to the lower threshold for the '2'
recovery rating category. This leaves limited capacity for further
secured debt without affecting the recovery rating.

S&P's 'B' issuer credit rating and negative outlook are unchanged,
reflecting the prolonged nature of the coronavirus pandemic and its
expectation that a substantial return to live music events will not
occur until mid-2021, when a vaccine is presumed to be widely
available.

ISSUE RATINGS—RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates a payment default
occurring in 2023 due to a loss of revenue and market position from
COVID-19, regulatory actions, lower concert and event attendance,
higher talent-acquisition costs, and increased competitive
pressures from existing and new entrants to the ticketing
business.

-- S&P believes the company's lenders would pursue a
reorganization rather than a liquidation in a hypothetical default
due to Live Nation's favorable brand reputation; technology-enabled
ticket-buying platform; and significant presence in all aspects of
live events, including relationships with artists.

-- Live Nation's capital structure comprises a senior secured
credit facility that includes a $630 million revolving credit
facility due 2024, a $950 million term loan B due 2026, a $400
million delayed-draw term loan A due 2024 (currently undrawn), $1.2
billion senior secured notes due 2027, and the proposed $500
million senior secured notes due 2028. In addition, the company has
senior unsecured notes totaling $1.825 billion maturing from 2024
through 2027, convertible debt totaling $950 million maturing in
2023 and 2025 (unrated), and other debt of roughly $122 million
(unrated).

-- The senior secured credit facility is secured by a
first-priority lien on substantially all of the tangible and
intangible personal property and domestic subsidiaries that are
guarantors and by a pledge of substantially all of the shares of
stock, partnership interests, and limited liability company
interests of direct and indirect domestic subsidiaries, and 65% of
each class of capital stock of any first-tier foreign subsidiaries,
subject to certain exceptions.

-- S&P assumes an obligor/nonobligor split of 60%/35%/5% to its
estimated distressed net enterprise value. This is based on S&P's
assumption that about 65% of the net distressed enterprise value is
attributable to U.S. operations, and S&P assumes the value of
unpledged U.S. collateral is about 5% of its net distressed
enterprise value estimate. S&P's collateral allocation assumes U.S.
secured lenders benefit from Live Nation's U.S. intellectual
property and artist contracts.

-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR is 2.5%, lease rejection claims are about
$100 million, and all debt amounts include six months of
prepetition interest.

Simulated default assumptions

-- Year of default: 2023
-- EBITDA at emergence: $459 million
-- Implied enterprise value multiple: 6.5x
Simplified waterfall

-- Net enterprise value (after 5% administrative costs): About
$2.8 billion

-- Estimated senior secured debt claims: About $3.6 billion

--Recovery expectations: 70%-90%; rounded estimate: 70%

-- Estimated senior unsecured debt claims: About $1.9 billion

--Recovery expectations: 10%-30%; rounded estimate: 15%

  Ratings List

  Live Nationa Entertainment

   Issuer Credit Rating B/Negative/--

  Issue-Level Ratings Affirmed; Recovery Expectations Revised  
                      To         From
  Live Nation Entertainment Inc.

   Senior Secured     B+          B+
    Recovery Rating   2(70%)      2(75%)

  Issue-Level Ratings Affirmed; Recovery Ratings Unchanged  

  Live Nation Entertainment Inc.

   Senior Unsecured    B-         B-
    Recovery Rating    5(15%)     5(15%)

  New Rating  
  
  Live Nation Entertainment Inc.

  Senior Secured  
  US$500 mil nts due 2028    B+
   Recovery Rating           2(70%)



MARA CAPITAL: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Mara Capital, LLC
        2307 East Highway 98
        Holtville, CA 92250

Chapter 11 Petition Date: December 23, 2020

Court: United States Bankruptcy Court
       Southern District of California

Case No.: 20-06122

Judge: Hon. Laura S. Taylor

Debtor's Counsel: Maria J. Cho, Esq.
                  ROBINS KAPLAN LLP
                  2049 Century Park East, Suite 3400
                  Los Angeles, CA 90067
                  Tel: 310-552-0130
                  Email: MCho@RobinsKaplan.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alan Bornt, member.

A copy of the Debtor's list of five unsecured creditors is
available for free at PacerMonitor.com at:

https://www.pacermonitor.com/view/TVMY4GI/Mara_Capital_LLC__casbke-20-06122__0001.8.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/SUGTOWQ/Mara_Capital_LLC__casbke-20-06122__0001.0.pdf?mcid=tGE4TAMA


MUJI USA: Court Extends Plan Exclusivity Until January 6
--------------------------------------------------------
At the behest of Debtor Muji U.S.A. Limited, Judge Mary F. Walrath
extended the periods within which the Debtor has the exclusive
right to file a chapter 11 plan to January 6, 2021, and to solicit
votes on the plan to March 7, 2021.

In its motion to extend, the Debtor said that it has already filed
a chapter 11 plan that provides for the orderly wind-down of its
estate and distributions to creditors. Denying the relief requested
could thwart the objectives of the chapter 11 process, and result
in reduced recoveries for the Debtor's stakeholders.

Like other retailers, the Debtor was forced to temporarily close
its stores in March 2020 due to the widespread outbreak of the
COVID-19, which only exacerbated the Debtor's existing financial
difficulties. The Debtor commenced Chapter 11 Case to facilitate a
restructuring of its operations while also continuing to grow its
online presence.

According to the Debtor, the relevant factors warrant extending the
Debtor's Exclusive Periods:

(i) since the commencement of the Chapter 11 Case, the Debtor and
its advisors have devoted a significant amount of time and effort
to ensure a smooth transition into chapter 11, and to preserving
and maximizing the value of the Debtor's estate for the benefit of
all stakeholders. The Debtor and its professionals have devoted a
significant amount of time energy, and resources to the myriad
issues attendant to the Chapter 11 Case. These tasks are being
conducted against the backdrop of the COVID-19 pandemic, which has
made virtually every one of the Debtor's responsibilities during
the Chapter 11 Case more difficult to address;

(ii) the Debtor's substantial progress in working with its
stakeholders and pursuing the Plan supports the extension of the
Exclusive Periods. While substantial progress has been made in
formulating and pursuing the Plan, if the Plan is not confirmed at
the confirmation hearing anticipated to be held in late December
2020, the Debtor will need to resume negotiations with its creditor
constituents;

(iii) the Debtor is not seeking to extend the Exclusive Periods to
pressure creditors to allow the Debtor's reorganization demands.
Rather, the Debtor has negotiated a largely consensual chapter 11
plan, and the Debtor has continued to engage in discussions with
various parties in interest to address their concerns;

(iv) the Debtor is paying its bills in the ordinary course of
business as they become due and will continue to do so during the
pendency of this Chapter 11 Case;

(v) the Debtor commenced this Chapter 11 Case approximately four
months ago. Although the time that has elapsed is relatively short,
the Debtor has made substantial progress and continues to work with
all creditor constituencies towards a reorganization for the
benefit of all stakeholders; and

(vi) termination of the Exclusive Periods in the Chapter 11 Case
would adversely impact the Debtor's administration of the Chapter
11 Case.

A copy of the Debtor's Motion to extend is available from
PacerMonitor.com at https://bit.ly/36MKiR4 at no extra charge.

A copy of the Court's Extension Order is available from
PacerMonitor.com at https://bit.ly/2WFOTA6 at no extra charge.

                          About Muji U.S.A. Limited

Muji U.S.A. Limited -- https://www.muji.com -- is a retailer of a
wide variety of products, including household goods, apparel, and
food. It was originally founded in Japan in 1980.

Muji U.S.A. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 20-11805) on July 10, 2020. At the
time of the filing, Debtor disclosed assets of between $50 million
and $100 million and liabilities of the same range.

Judge Mary F. Walrath oversees the case. The Debtor has tapped
Greenberg Traurig LLP as its legal counsel, Mackinac Partners LLC
as financial advisor, B. Riley Real Estate LLC as real property
lease consultant, KPMG, LLP, as tax consultant, and Donlin, Recano
& Company Inc. as claims and noticing agent.


NEIMAN MARCUS: Uses Bankruptcy to Exit Two Large Leases in Dallas
-----------------------------------------------------------------
Maria Halkias of Dallas News reports that Neiman Marcus has exited
leases in two high-profile office towers in downtown Dallas.  It
has office space in the upper levels of its downtown Dallas store
at 1618 Main Street while corporate staffers continue to work from
home.

Neiman Marcus has used the bankruptcy process to exit two large
longtime office leases in downtown Dallas that it decided it no
longer needed.

The retailer had leased office space in Renaissance Tower at 1201
Elm Street since October 2003 and at 1700 Pacific Avenue since
2004. Neiman Marcus occupied five floors at Renaissance Tower and
two floors at 1700 Pacific.

Both spaces have been vacated, and the retailer has completed its
reorganization that started with a May filing in bankruptcy court.
It shed $4 billion in debt and closed stores and now has annual
sales of more than $3 billion.

The 56-story Renaissance Tower last week became the largest
foreclosure filing in the Dallas area since the start of the
COVID-19 pandemic.  The building is owned by a New York-based
investment group.

Neiman Marcus' decision is a high-profile exit of office space in
the central business district, which, like all downtowns, has fewer
workers these days due to the pandemic.  Other companies may be
contemplating abandoning their office spaces, as working from home
or some kind of hybrid scheduling have emerged as major workplace
trends.

It's too early to say whether employers and companies will make
current working arrangements permanent once Americans have been
vaccinated against COVID-19.  And it's not easy to exit a lease.
Neiman Marcus was able to do it without legal recourse because the
bankruptcy process allows companies to reject leases as part of a
Chapter 11 reorganization.

The downtown Neiman Marcus store at 1618 Main Street also has
executive offices, and most of the retailer's corporate staff have
been working from home since March unless they're needed in a
facility.

"We have moved to what we call a 'results-only work environment,'
or ROWE. This new way of working allows our associates to determine
with their leaders a work schedule and location that's most
productive for them and the business," said Amber Seikaly, the
retailer's vice president of corporate communications.

That corporate staff is smaller now that the company has fewer
full-line stores and its Last Call business has been scaled back to
a handful of outlets that sell clearance items from full-line
stores.

Before the downsizing, the retailer had about 1,500 corporate
staffers in the three buildings downtown.

The nine-story downtown store is a versatile space, serving the
company is more ways than the casual shopper sees on floors 1
through 4 and at the Zodiac Room restaurant and the Michael Flores
Salon on 6.

The building has executive offices on levels 5 and 7 through 9.
The store's retail floors have also been used for staff gatherings
and reconfigured for fundraising events and fashion shows.

The building, which has a George Dahl exterior, is on the National
Register of Historic Places.  Neiman Marcus moved to the corner of
Main and Ervay in 1914 from Elm Street, where the original store
that opened in 1907 was destroyed by fire.  The building was
expanded several times, both taking more space on Commerce Street
and up with more levels. In 1983, two levels were added, making it
nine stories.

The store has been an anchor for the revitalization of downtown.
Neiman Marcus also has office space at its Irving warehouse.

                       About Neiman Marcus

Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is
a luxury omni-channel retailer conducting store and online
operations principally under the Neiman Marcus, Bergdorf Goodman,
and Last Call brand names.  It also operates the Horchow e-commerce
website offering luxury home furnishings and accessories.  Since
opening in 1907 with just one store in Dallas, Neiman Marcus and
its affiliates have strategically grown to 67 stores across the
United States.

Weeks after being forced to temporarily shutter stores due to the
coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on
May 7, 2020, after reaching an agreement with a significant
majority of our creditors to undergo a financial restructuring that
will substantially reduce the Company's debt load, and provide
access to considerable financing to ensure business continuity.

Kirkland & Ellis LLP is serving as legal counsel to the Company,
Lazard Ltd. is serving as the Company's investment banker, and
Berkeley Research Group is serving as the Company's financial
advisor.  Stretto is the claims agent, maintaining the page
https://cases.stretto.com/NMG

Judge David R. Jones oversees the cases.

The Extended Term Loan Lenders are represented by Wachtell, Lipton,
Rosen & Katz as legal counsel, and Ducera Partners LLC as
investment banker.

The Noteholders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel and Houlihan Lokey as investment
banker.


NENO CAB: Case Summary & 2 Unsecured Creditors
----------------------------------------------
Debtor: Neno Cab Corp.
        7807 161 Avenue
        Howard Beach, NY 11414

Business Description: Neno Cab Corp. is a privately held company
                      in the taxi and limousine service industry.

Chapter 11 Petition Date: December 23, 2020

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 20-44361

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Martin Wolf, Esq.
                  WOLF & ASSOCIATES, PLLC
                  2917 Avenue J, 2nd Floor
                  Brooklyn, NY 11210
                  Tel: 718-266-1300
                  E-mail: mwolf@martinwolflaw.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 billion to $10 billion

The petition was signed by Nenad Grubelic, president.

A copy of the Debtor's list of two unsecured creditors is available
for free at PacerMonitor.com at:

https://www.pacermonitor.com/view/GEMTH2Y/Neno_Cab_Corp__nyebke-20-44361__0003.0.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/B7HNYUA/Neno_Cab_Corp__nyebke-20-44361__0001.0.pdf?mcid=tGE4TAMA


NEOPHARMA INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Neopharma, Inc.
        201 Industry Drive
        Bristol, Tennessee 37620

Business Description: Neopharma Inc manufactures pharmaceutical
                      and medicinal products.

Chapter 11 Petition Date: December 22, 2020

Court: United States Bankruptcy Court
       Eastern District of Tennessee

Case No.: 20-52015

Judge: Hon. Shelley D. Rucker

Debtor's Counsel: Mark S. Dessauer, Esq.
                  HUNTER, SMITH & DAVIS, LLP
                  1212 North Eastman Road
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  E-mail: dessauer@hsdlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Argyle, chief restructuring
officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

https://www.pacermonitor.com/view/VJ5H7CY/Neopharma_Inc__tnebke-20-52015__0005.0.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/QK5CLVI/Neopharma_Inc__tnebke-20-52015__0001.0.pdf?mcid=tGE4TAMA


NEOPHARMA TENNESSEE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Neopharma Tennessee LLC
        201 Industry Drive
        Bristol, Tennessee 37620

Business Description: Neopharma Tennessee LLC is a privately held
                      company in the pharmaceutical and medicine
                      manufacturing industry.

Chapter 11 Petition Date: December 22, 2020

Court: United States Bankruptcy Court
       Eastern District of Tennessee

Case No.: 20-52016

Debtor's Counsel: Mark S. Dessauer, Esq.
                  HUNTER, SMITH & DAVIS, LLP
                  1212 North Eastman Road
                  Kingsport TN 37664
                  Tel: (423) 378-8840
                  E-mail: dessauer@hsdlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Argyle, chief restructuring
officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:

https://www.pacermonitor.com/view/VZGBXCY/Neopharma_Tennessee_LLC__tnebke-20-52016__0005.0.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/QDU5UYA/Neopharma_Tennessee_LLC__tnebke-20-52016__0001.0.pdf?mcid=tGE4TAMA


NEW FORTRESS: S&P Affirms B+ ICR; Outlook Stable
------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on New
Fortress Energy Inc. The outlook is stable.

S&P said, "The stable outlook reflect our expectation that the
company will generate adjusted EBITDA of about $400 million in
2021, resulting in leverage below 3.5x, below our 5x downgrade
trigger."

"We consider New Fortress' strategy to expand its portfolio of
assets to have a high execution risk because it is funded with
additional debt. Financial performance in the second half of 2020
was also below expectations, adding to the company's execution risk
in 2021 and 2022."

"For this reason, even if our projected leverage, in the 3x-4x
range, could indicate a stronger financial risk profile and a
higher rating, we incorporate a volatility adjustment to reflect
the lack of track record and that cash flow generation can deviate
from our base case expectations."

"With this new financing, it is our view that our ratings on New
Fortress could be pressured if the company's cash flow did not grow
as expected by 2021. In addition, we believe that, if New Fortress
engaged in additional debt financing before generating stronger
cash flows, the company's financial policy would deteriorate,
potentially leading to downward rating pressure."

"While the company was operating with positive cash flow in the
second half of the year, we expect that EBITDA will be about $60
million from June to December compared with the previously expected
EBITDA of above $100 million. The main reasons behind the
underperformance were higher liquefied natural gas (LNG) purchase
prices, which is the company's highest cost driver, as well as
lower gas volumes sold, particularly in the Puerto Rico facility."

Partially offsetting this weaker financial performance was the
company's repayment of $190 million of high-cost debt in September
(senior secured bonds and senior unsecured bonds), in which those
instruments had interest rates of 8.25% and 11%, respectively.

In 2021, the 93 megawatt (MW) La Paz power plant in Mexico and a
300 MW power plant in Nicaragua will became operational.
Considering also the minimum volumes committed under take or pay
contracts in the Jamaican facility, and volumes expected in the
Puerto Rico facility after a major maintenance in the fourth
quarter of 2020, S&P expects New Fortress to post an adjusted
EBITDA of about $400 million in 2021. Considering outstanding debt
of about $1.25 billion, adjusted leverage should be below 3.5x.

This figure also incorporates New Fortress' December 2020
cancelation of a contract to purchase LNG for the Jamaican facility
priced at about $6.50 per million Btu (MMBtu) with one priced at
about $4/MMBtu, which will materially improve margins. S&P notes
that its adjusted EBITDA is below the company's forecast because it
does not give credit to volumes above the minimum required under
take or pay contracts or new projects that are not secured yet.

S&P said, "The stable outlook reflects our expectation that the
company will generate adjusted EBITDA of about $400 million in
2021, resulting in leverage below 3.5x, below our 5x downgrade
trigger. This is because new facilities will come into service that
will add EBITDA, as well as full volumes from assets that became
operational in 2020."

S&P could lower the rating if it expected its adjusted debt to
EBITDA approaches 5x. This might stem from the combination of:

-- Lower-than-expected customer volumes,
-- Higher LNG purchase prices,
-- Delays in bringing growth projects online, and
-- Funding growth projects with a majority of debt without seeing

    a material cash flow improvement in operating assets.

S&P said, "We could also lower the rating if the company were
unable to pass our sovereign stress test on lower-rated countries
where it has material exposure or if our view of the company's
financial policy weakens."

"We could raise the rating if we believed the company's business
risk profile had improved through increasing its scale and
diversity, continuing execution of its growth plan, and
establishing an operating track record. We would also need to see
an adjusted debt to EBITDA ratio approaching 3x as the company
continued to grow through its existing assets, achieve run rate
volumes, and develop new projects. An upgrade would also require
the company to consistently pass our sovereign stress test in
countries where it has material exposure."


NUVERRA ENVIRONMENTAL: Board Adopts Limited Duration Rights Plan
----------------------------------------------------------------
Nuverra Environmental Solutions, Inc.'s board of directors has
approved the adoption of a limited duration stockholder rights plan
to protect stockholder interests and maximize value for all
stockholders.

The Rights Plan is similar to plans adopted by other public
companies and is designed to ensure that no person or group can
gain a control or control-like position in the Company's stock
through open market accumulations or other tactics potentially
disadvantaging the interests of the stockholders without
negotiating with the Board and without paying an appropriate
control premium to all stockholders of the Company.  The rights
will be issued to stockholders of record on Jan. 4, 2021.  The
Rights Plan will expire on Dec. 21, 2021.  The Board will consider
an earlier termination of the Rights Plan if market and other
conditions warrant.

The Rights Plan is intended to position the Board to fulfill its
fiduciary duties on behalf of all stockholders by ensuring that the
Board has sufficient time to make informed judgments that are in
the best long-term interests of the Company and its stockholders.
The issuance of the rights does not in any way diminish the
financial strength of the Company or interfere with its business
plans.  The Rights Plan is not designed to prevent any action that
the Board determines to be in the best interest of the Company and
its stockholders.

The Rights Plan provides for the issuance of one right for each
outstanding share of the Company's common stock.  In general, the
rights will become exercisable only if a person or group acquires
beneficial ownership of 45% or more of the Company's outstanding
common stock or announces a tender or exchange offer that would
result in beneficial ownership of 45% or more of the Company's
common stock.
If a person or group acquires beneficial ownership of 45% or more
of the Company's outstanding common stock, each right will entitle
holders, other than the acquiring person or group, to purchase
common stock of the Company having a market value of twice the
exercise price.  The Rights Plan also includes an exchange option.
If a person or group acquires beneficial ownership of 45% or more
of the outstanding common stock, the Board may at its option
exchange the rights at an exchange ratio of one share of common
stock per right.

If a stockholder beneficially owns 45% or more of the Company's
common stock at the time of the adoption of the Rights Plan, such
stockholder's ownership will be grandfathered, but the rights would
become exercisable if such stockholder subsequently increases its
ownership by one share.

The Rights Plan also includes a qualifying offer provision, which
allows stockholders to require the Board to call a special meeting
to vote on a pending offer, provided the offer meets certain
qualifying criteria.

                           About Nuverra

Nuverra Environmental Solutions, Inc. provides water logistics and
oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States.  Its services include the delivery, collection,
and disposal of solid and liquid materials that are used in and
generated by the drilling, completion, and ongoing production of
shale oil and natural gas.  The Company provides a suite of
solutions to customers who demand safety, environmental compliance
and accountability from their service providers.

Nuverra reported a net loss of $54.94 million for the year ended
Dec. 31, 2019, compared to a net loss of $59.26 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$195.94 million in total assets, $57.56 million in total
liabilities, and $138.38 million in total shareholders' equity.


PGX HOLDINGS: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Utah based-PGX Holdings
Inc. (d/b/a Progrexion) to stable from negative and affirmed its
'CCC+' issuer credit rating on the company.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's senior secured first-lien revolving credit facility and
term loan and 'CCC-' second-lien issue-level rating. The recovery
ratings are unchanged.

S&P said, "We are also assigning a 'B-' issue-level rating on the
company's $2.3 million tranche of first-lien term loan due 2022,
which was not amended in the May 2020 refinancing. The '2' recovery
rating indicates our expectation of a substantial (70%-90%; rounded
estimate: 70%) recovery."

The stable outlook reflects the continued uncertainty surrounding
the Consumer Financial Protection Bureau (CFPB) litigation
counterbalanced by sufficient liquidity and an ability to sustain
leverage below the high-5x area through improving operating
performance and voluntary debt repayments.

The outlook revision follows PGX's recent operating performance and
cash flows exceeding prior expectations.

The company reported 38% revenue growth in the third quarter and
substantial improvement in margins of 950 basis points compared to
the second quarter mainly due to the record number of new clients
(269,000); a 20% improvement in average revenue per user to $71,
and a 10.7% improvement in average customer acquisition costs to
$251. The better-than-anticipated performance reflects the combined
effects of a low-interest environment and stimulus support for
consumers, which have reversed a trend of revenue declines since
the fourth quarter of 2018 to end the trailing 12 month-period
endedg Sept. 30, 2020 with 6.7% revenue growth. However, pressure
to diversify marketing channels away from Google and increases in
headcount to support the recent growth in new accounts contributed
to a 17% EBITDA decline over the same period. Despite the EBITDA
decline, modest capital expenditures and working capital
requirements continue to support free operating cash flow
generation of $16.8 million in the trailing 12-month period ended
Sept. 30, 2020, facilitating $25 million in voluntary debt
repayment as of Sept. 30, 2020. The voluntary debt repayment
resulted in a leverage reduction to 6.5x in September 2020 relative
to 7.8x in June 2020.

S&P said, "As a result, we revised our forecast and now anticipate
these trends to continue albeit with a slower pace of new account
growth to generate revenue in the mid-teen percentage area in 2020
and 2021. Additionally, our base case assumes higher sales
conversion rates due to recent hiring and training activities as
well as improving customer acquisition costs despite changes in
channel mix will likely improve EBITDA by 30% by the end of 2021.
Nevertheless, the company's EBITDA will remain below 2018 levels,
before the company was affected by Google's change in algorithm and
the CFPB litigation. Therefore, we now anticipate leverage to
decline to the mid-5x area by the end of 2021. Lastly, we
anticipate free operating cash flow generation in the $60 million
to $70 million range, improving free operating cash flow to debt to
the low-to mid-teen percentage area over the next 12 months from
3.8% as of Sept. 30, 2020."

Nevertheless, the company continues to face challenges on several
fronts.

Operationally, there continues to be considerable uncertainty over
the sustainability of recent operating performance due to the need
to diversify marketing channels and the ability to sustain the
benefit of COVID related demand. In addition, the potential impact
of the CFPB litigation on the business model is still unknown as is
the effect of the change in administration. The mostly PIK capital
structure increases debt over time unless the company can prepay
debt fast enough to offset the impact.

The rating also reflects S&P's view of the company's narrow focus
and limited product differentiation, relatively low barriers of
entry and switching costs and increasing reliance on brand
perception for the maintenance of customer relationships.

The stable outlook indicates the uncertainty around the future of
the business model counterbalanced by sufficient liquidity from
reduced cash interest burden (from payment-in-kind [PIK] feature)
and ability to sustain leverage below the high-5x area through
improving operating performance and voluntary debt repayments.

S&P said, "We could lower the rating if execution missteps, a
prolonged economic recession, or slower-than-expected business
recovery leads to high cash flow deficits that increase the
likelihood of a liquidity shortfall, covenant breach, or payment
default."

"Although very unlikely over the next 12 months given the risk of
increase leverage from the PIK feature, we could raise the ratings
if the company continues to improve operating performance,
including resuming revenue and EBITDA growth to sustain S&P Global
Ratings' adjusted leverage below 4.0x. To receive strong
consideration for an upgrade, we would also need to have greater
certainty about the impact of the CFPB litigation under the new
administration and how likely the outcome is to adversely affect
liquidity or credit metrics."


PLAYTIKA HOLDING: S&P Upgrades ICR to 'BB-'; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings upgraded its issuer credit rating on Playtika
Holding Corp. to 'BB-' from 'B+'. At the same time, S&P upgraded
the rating on the first-lien credit facility to 'BB-' from 'B+'.
The '3' recovery rating is unchanged.

S&P said, "The stable outlook reflects our expectations that
Playtika's leverage will remain below 3x with no expectations of
debt-financed distributions over the next 12 months. We also
believe its core mobile video games will continue to support
organic revenue growth at or above the mid-single-digit-percent
rate with stable margins, currently around 30%."

"The upgrade reflects Playtika's strong operating performance over
the last 12 months, resulting in adjusted leverage declining to
2.6x as of Sept. 30, 2020, on a rolling-12-month basis--below the
3x upside threshold we had set for the current ratings. We expect
adjusted leverage to remain in the low- to mid-2x range over the
next 12 months, with deleveraging mainly coming from EBITDA
growth."

Playtika's operating performance in 2020 has outperformed its
expectations as stay-home orders significantly boosted player
engagement. The pandemic-related shutdowns and stay-home orders in
2020 resulted in significant user growth for Playtika's games,
including higher monthly active users--both paying and nonpaying.
This is in line with the video games industry, which enjoyed strong
operating performance through the year and in turn, higher
engagement levels and sales.

The company also continues to benefit from secular growth trends in
the video game industry as a whole and especially in the mobile
video game segment, which is growing faster than video game
consoles and personal computer (PC) games. As consumers spend more
time on smart phones and other mobile computing devices, they are
increasingly consuming entertainment through these devices. In
S&P's view, companies that can convert free users to paid users,
effectively engage users with frequent updates, and grow average
revenues per user through continued innovation are best positioned
to succeed in this space. Playtika has demonstrated a good record
of engaging users and improving user monetization. The company
identifies acquisition targets that meet its thresholds for
longevity and user base loyalty. The acquisition is then integrated
into its service platform to increase user engagement and
monetization through player segmentation, loyalty programs, and
other services. This strategy has proven very successful as
demonstrated in the strong growth trajectory of the company's
historical acquisitions after integration.

A higher concentration of paying users versus console and PC video
games creates potential volatility and need for greater investment.
Console and PC games tend to have broader paying users than mobile
video games have. The broader paying base tends to create more
revenue visibility and predictability, especially for video game
developers with leading franchises. Playtika's games and other
mobile video games tend to have a larger user base, but a much
smaller percentage of players that pay to play. These paying users
tend to spend at rates equal to or in excess of what a console or
PC user will spend on a specific title in a given year. However,
the higher concentration of revenue per paying user for mobile
titles creates the potential for more revenue and earnings
volatility, depending on the level of paying user churn. These
dynamics can lead to higher customer-acquisition costs and
increasing content investment to maintain user engagement and
attract new players. Playtika has navigated this volatile landscape
with its core games growing revenue and maintaining its place in
the top-100 revenue-generating mobile games for several years.

Revenue and earnings concentration among leading titles has
improved over the last 12 months as the company developed and/or
acquired new titles. Although Playtika has nine of the top-grossing
mobile video games, it still generates over 60% of its revenue from
its top-three games (an improvement from 65% in 2019). The title
concentration likely leads to even higher percentage of earnings
and cash flow as bigger games generally have better margin profiles
than smaller games have. The revenue concentration creates elevated
risk if user engagement and monetization decline because of
increased competition or lack of content innovation. User
stagnation would likely result in margin compression as Playtika
would need to increase spending on customer acquisition/retention
and content, which could pressure credit metrics.

Playtika's governance structure is weak.

Playtika, which generates over 70% of revenues in the U.S., is
headquartered in Tel Aviv with financial management based in the
U.S. The company is majority owned by a joint venture (the JV)
between Giant Interactive Group (a leading mobile game developer
and operator in China) and Giant's chairman, Yuzhu Shi, with a
minority ownership interest held by Playtika's management. Yuzhu
Shi's ownership in Playtika, effectively gives him voting control
of the company.

S&P said, "We view the company's governance as weak due to the
absence of a diversified board and concentration of voting control
exercised by a representative of Giant Interactive Group. as the
other shareholders have ceded voting control to the JV. As part of
its credit agreement, the company has taken steps to diversify its
board, and included four additional board members in the current
year. Although we view this as a positive step, we believe the JV
still holds considerable control, which limits our assessment of
governance."

"The stable outlook reflects our expectations that Playtika's
leverage will remain below 3x with no expectations of debt-financed
distributions over the next 12 months. We also believe its core
mobile video games will continue to support organic revenue growth
at or above the mid-single-digit-percent rate with stable margins
that are currently around 30%."

S&P could lower its ratings on the company if adjusted leverage
rises above 3x. This could happen if:

-- Playtika adopts a more aggressive financial policy that results
in debt-financed shareholder returns and leverage above 3x.

-- The company experiences materially weaker user engagement and
monetization metrics in one or more of its core games that could
lead to flat to declining revenue, margin compression, and weaker
cash flow generation, resulting in leverage increasing above 3x on
a sustained basis.

-- S&P could raise its ratings on Playtika if the ownership and
governance structure become less concentrated, including additional
independent board members that diversify control and key financial
decisions of the company.


PURDUE PHARMA: Sacklers Saw Litigation Threat as Early as 2007
--------------------------------------------------------------
Reuters reports that recently unsealed emails and documents
revealed that members of the Sackler family, which owns Oxycontin
maker Purdue Pharma LP, discussed that opioid litigation could be a
threat to the family and company's finances as early as 2007.

Members of the wealthy Sackler family have long denied that the $10
billion they transferred from their company over the course of a
decade was an unlawful attempt to shield assets in anticipation of
litigation over their role in the opioid crisis.

But a review of emails, memos, depositions, legal motions and other
documents unsealed late on Friday in Purdue's bankruptcy
proceedings show Sackler family members discussed potential
litigation exposure at least as early as 2007, a full decade before
they faced a new wide-ranging legal attack and significant
financial transfers stopped.  The documents were unsealed in
response to legal actions from Reuters and other news organizations
seeking to remove their heavy redactions.

Purdue faced investigations and litigation before 2007, which it
settled.  Whether creditors can demonstrate that financial
transfers since then were legally dubious hinges in part on whether
they can show that the Sacklers knew they faced additional and
significant litigation that could threaten Purdue's solvency and
the family's wealth, estimated in December at $10.8 billion by
Forbes magazine.

In court filings, the family members contend that Purdue management
told them as recently as 2016 that they viewed opioid litigation
risk as low and that creditors citing their emails have taken
messages out of context.  Most of the more than $10 billion they
took out of Purdue went toward business investments and paying
taxes, with Sackler-controlled entities receiving roughly $4
billion, documents show.

"We supported the release of documents by the court and reaffirm
that members of the Sackler family who served on Purdue's board of
directors acted ethically and lawfully in every regard," Sackler
family members targeted with litigation said in a statement.

"These cherrypicked snippets of emails ignore the full context of
what they say and the rest of the legal filings, all of which
demonstrate how the fraudulent conveyance claims are entirely
without merit," added Daniel S. Connolly, a lawyer for the Raymond
Sackler wing of the family, referring to creditors' challenges
concerning the transfers.

The opioid epidemic has claimed the lives of roughly 450,000 people
across the United States since 1999 due to overdoses from
prescription painkillers and illegal drugs such as heroin and
fentanyl.  Purdue creditors have pursued the company and family
through the company's bankruptcy proceedings, forcing the drugmaker
and the Sacklers to turn over tens of millions of documents.

                       About Purdue Pharma

Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.

Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.

Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers.  More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.

OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.

On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.

U.S. Bankruptcy Judge Robert Drain oversees the cases.  

The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Prime Clerk LLC as claims agent.

Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A. represent the
official committee of unsecured creditors appointed in Debtors'
bankruptcy cases.

David M. Klauder, Esq., was appointed as fee examiner.  The fee
examiner is represented by Bielli & Klauder, LLC.


QUINCY MEDIA: S&P Raises ICR to 'BB-' on Advertising Revenue
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.
television broadcaster Quincy Media Inc. to 'BB-' from 'B+'. S&P
also raised its ratings on the company's senior secured term loans
to 'BB' from 'B+' and revised the recovery rating to '2' from '3'.
In addition, S&P raised its rating on the company's super-priority
revolving credit facility to 'BBB-' from 'BB+' and maintained the
'1+' recovery rating.

S&P said, "The stable outlook reflects our expectation that
Quincy's leverage will remain in the low- to mid-2x area in 2021,
with core advertising revenue sequentially recovering over the
course of the year and retransmission revenue continuing to grow
despite mid- to high-single-digit percent declines in television
subscribers."

"The upgrade reflects Quincy's significantly reduced leverage and
our expectation that leverage will remain at 2x-3x. Quincy
generated over $100 million of high-margin political advertising
revenue in 2020, which we expect will result in more than $120
million of EBITDA. On an average trailing-eight-quarter basis, we
expect Quincy's leverage to improve to the low-2x area from 2.8x at
the end of 2019. While we had expected Quincy to pursue
acquisitions of individual stations or small groups of them and
increase leverage to 3.5x-4.5x, we now believe Quincy's low
leverage provides a cushion for the company to pursue moderately
sized acquisitions and maintain leverage below 3.5x. In addition,
Quincy has a track record of voluntary debt repayment, and it
repaid over $25 million in 2020. We expect that the company will
continue to prioritize debt repayment following any potential
acquisitions."

Quincy's geographic concentration and small size could result in
volatile revenue and EBITDA. Quincy's television stations reach
approximately 3% of U.S. households compared to more than 20% for
rated peers. The company's focus on small and midsize television
markets offers smaller pools of advertising revenue than in larger
markets served by peers. In addition, S&P believes the company's
significant revenue concentration in the Midwest U.S. makes its
profits susceptible to some volatility. It relies on only a few
states for political advertising revenue, which can fluctuate
significantly depending on the political environment and whether
it's an election year. However, political advertising revenue
reached a record high in 2020, and S&P believes such revenue will
be strong again in 2022.

The company has a high mix of number-one and number-two ranked
stations. Quincy has a leading position in most of its markets,
primarily due to its focus on high-quality news programming and
stations in typically less-competitive, smaller markets. As a
result, its stations tend to have higher advertising revenue than
would be indicated by its audience ratings. Quincy's EBITDA margins
are somewhat reduced by its lower-margin newspaper and
non-television segments (about 5% of revenue). However, its TV
broadcasting margins are in the low- to mid-30% area, which is in
line with the typical 30%-35% range for television broadcasters.

Like other television broadcasters, Quincy faces potential risk
from the cyclical nature of television advertising. Advertising
revenue tends to decline during an economic downturn, and indeed,
S&P expects the company's core advertising revenue to be down about
20% in 2020 versus 2019 due to the pandemic and resulting
recession. However, the windfall of political advertising revenue
more than offset this decline. Nevertheless, the impact of a
downturn can be significant, particularly if such a downturn
coincides with a non-election year with only modest political
advertising.

Secular changes in media consumption toward digital platforms
present a risk to television broadcasters.

Declines in cable and satellite subscribers accelerated in the
first half of 2020 to a high-single-digit percentage. Further
acceleration in such cord-cutting would cause additional harm to
television broadcasters because the rates video service
distributors pay are based on the number of subscribers. If
broadcast television viewing declines further, it could also be
more difficult for the industry to maintain its share of total U.S.
advertising dollars.

Quincy's good retransmission revenue growth provides a degree of
cash-flow stability. S&P expect retransmission revenue (currently
about 40% of revenue) will grow at a double-digit percent rate in
2021. This is because a majority of its video service distribution
contracts are up for renewal, and S&P expects Quincy will negotiate
higher rates. The result is reduced exposure to more volatile
advertising revenue.

Quincy converts a high percentage of its EBITDA to free operating
cash flow. The company has a modest annual interest expense,
minimal working-capital needs, and low capital expenditures of
about $10 million per year.

S&P said, "We expect the company will generate over $30 million of
free operating cash flow in non-election years and over $70 million
in election years. Quincy has a history of voluntary debt repayment
with cash flow, and we expect it will continue to repay debt in
2021. The company has issued a modest dividend each year. We expect
a more sizable dividend in 2020 due to the record level of
EBITDA."

"The stable outlook reflects our expectation that Quincy's leverage
will remain in the low- to mid-2x area in 2021, with core
advertising revenue sequentially recovering over the course of the
year and retransmission revenue continuing to grow despite mid- to
high-single-digit percent declines in television subscribers." Even
if core advertising revenue is weaker than expected, the company
has sufficient capacity to keep leverage below our 3.5x downside
threshold."

S&P could lower the rating over the next 12 months if it expects
leverage will increase above 3.5x for a sustained period, which
could be due to a combination of the following factors:

-- Sustained double-digit percent subscriber declines cause
retransmission revenue to materially decline;

-- A significant downward revision to S&P's 2022 political
advertising revenue forecast; and

-- Large debt-financed acquisitions.

S&P said, "We view an upgrade as unlikely over the next year given
the likelihood that leverage will modestly increase in 2021 due to
reduced political advertising revenue and core advertising revenue
remaining weaker than the pre-pandemic level. However, we could
consider an upgrade if the company materially improved its scale
and geographic diversity without significantly increasing leverage,
which would likely come from acquisitions of highly ranked
stations. An upgrade would also require the company to have a more
defined leverage target."


RENOVATE AMERICA: Files for Chapter 11 to Sell Benji to Blackstone
------------------------------------------------------------------
Renovate America, Inc., a leading home improvement financing
company, on Dec. 21 announced it has entered into a definitive
asset purchase agreement with Finance of America Mortgage LLC to
acquire all of the assets of the Company's industry-leading, home
financing product, Benji.

A portfolio company of The Blackstone Group Inc., a leading global
investment firm, Finance of America has spent nearly a decade
developing and delivering residential and commercial loan and
lending products and services for customers.

To facilitate the sale process and address its debt obligations,
the Company has also filed a petition for a court-supervised
voluntary reorganization under Chapter 11 of the U.S. Bankruptcy
Code.  The Company has obtained $13 million in DIP financing from
Finance of America. Following court approval, the DIP financing
will ensure that the Company has sufficient liquidity to continue
normal operations and to meet its financial obligations during the
Chapter 11 process. This specifically includes the timely payment
of employee wages and health benefits, continued funding of loans
in the market, and other obligations.

Under the terms of the agreement, Finance of America will act as
the stalking horse bidder throughout a court-supervised sale
process. Among other things, the sale agreement is subject to
higher or better bids from other potential purchasers.

"As we look to the future, we have selected Finance of America as
the ideal partner to grow our Benji business. Their suite of
lending products already has an established track record of
substantial success," said Shawn Stone, Chief Executive Officer for
Renovate America.  "The path we have chosen will ensure Benji's
continued growth within the home industry business, and we can't
wait for our high-quality teams and customers to grow with it."

This process will allow the Company to ensure the viability of its
business while providing sufficient liquidity to fully support
operations through the closing of the transaction. Renovate America
believes this process will yield long-term benefits for its
employees, contractors and vendors.

"We have been working diligently with our advisors for months and
identified this as the best path forward," added Stone.  "We expect
this process to move quickly, and once complete, we will be better
positioned to focus our efforts on substantially growing Benji,
enhancing our talented teams and delivering the best, most
innovative product offerings to our valued customers."

                   About Renovate America

Renovate America is one of the nation’s preeminent providers of
home improvement financing through its industry-leading home
financing product, Benji. The Company offers a proprietary
technology platform that helps Americans improve their homes while
giving contractors the tools they need to grow their business. In
addition to offering intuitive financing options, Renovate America
offers industry- leading education, training and mentoring to
contractor teams in the field.  On the Web:
http://www.renovateamerica.com/

Renovate America, Inc. and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21,
2020.

Renovate America was estimated to have $50 million to $100 million
in assets and $100 million to $500 million in liabilities as of the
bankruptcy filing.

Bryan Cave Leighton Paisner LLP is acting as the Company's legal
counsel.  Stretto is the claims agent.  Culhane Meadows, PLLC, is
the bankruptcy co-counsel.  Armanino LLP is the financial advisor.
GlassRatner Advisory & Capital Group, LLC, is the restructuring
advisor.  Stretto is the claims agent.


RFA FRONTINO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RFA Frontino LLC
        350 National Blvd., Suite 2B
        Long Beach, NY 11561

Business Description: RFA Frontino LLC --
                      https://rfafrontino.com/ -- provides
                      preconstruction, construction management and
                      general contracting services for various
                      buildings in the New York City area.

Chapter 11 Petition Date: December 23, 2020

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 20-73676

Debtor's Counsel: Scott A. Steinberg, Esq.
                  MELTZER, LIPPE, GOLDSTEIN & BREITSTONE, LLP
                  190 Willis Avenue
                  Mineola, NY 11501
                  Tel: 516-747-0300
                  Email: ssteinberg@meltzerlippe.com

Total Assets: $5,454,152

Estimated Liabilities: $2,508,159

The petition was signed by Anthony Frontino, vice president.

A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free  at
PacerMonitor.com at:

https://www.pacermonitor.com/view/JRGCRGA/RFA_Frontino_LLC__nyebke-20-73676__0001.0.pdf?mcid=tGE4TAMA


ROCKPORT DEVELOPMENT: Unsecureds Unlikely to Get Full Payment
-------------------------------------------------------------
Debtors Rockport Development, Inc., and Tiara Townhomes, LLC, filed
a Liquidating Plan and a Disclosure Statement on Dec. 15, 2020.

Under the Plan, unsecured creditors will receive their pro rata
share of any net proceeds from the sale of the Debtors' assets and
any recovery from potential litigation claims after paying secured
(pursuant to various agreements some secured claims will be paid in
full, while others will receive partial payment), administrative
and priority claims.

The Tiara Property was encumbered by two liens that Tiara and the
CRO did not believe were valid.  Everwin Investments allegedly held
a second-priority deed of trust against the Tiara Property.  All in
all, the sale of the Tiara Property resulted in net sales proceeds
of $579,200.  Tiara appears to have resolved Jiang's alleged
secured lien and is litigating with Everwin regarding its alleged
secured lien.

Under the SC Stipulation and SC Order the parties agreed that
Rockport would sell the SC Properties and, after payment of the
senior liens and all customary costs of sale, the parties would
split any remaining amounts with SC Development with 65% going to
Rockport and 35% going to the SC Trustee.  However, to the extent
that Rockport received a carve-out from the senior secured lenders
on the Allin, Moore, /or Gage Properties, such proceeds would not
be shared with SC Development.

Each holder of a Rockport Allowed General Unsecured Claim shall
receive, in full satisfaction of its claim against Rockport, a pro
rata share of the net funds generated by the sale of the Rockport
owned properties, if any, after payment in full of Secured,
Administrative and Priority Claims. In addition, the Reorganized
Rockport via the Disbursing Agent will pursue certain Avoidance
Actions and Other Causes of Action, if any, held by Rockport.  The
funds resulting from such litigation, net of the administrative
costs associated with it, if any, will become part of the funds
available to fund the Plan and be distributed to Rockport's
unsecured creditors.

Each holder of a Tiara Allowed General Unsecured Claim shall
receive, in full satisfaction of its claim against Tiara, a pro
rata share of the net funds available from the sale of the Tiara
Property, if any, after payment in full of Secured, Administrative
and Priority Claims.  The Reorganized Tiara via the Disbursing
Agent will pursue certain Avoidance Actions and Other Causes of
Action, if any, held by Tiara.  The funds resulting from such
litigation, net of the administrative costs associated with it, if
any, will become part of the funds available to fund the Plan and
be distributed to Tiara's unsecured creditors, to the extent they
have Allowed Claims.  Otherwise, any net funds available will
upstreamed to Rockport and used to pay its creditors, including
Class 3A.

Except as provided in the shareholder release agreement, Mr. Kevin
Zhang is the sole and 100% equity holder of Rockport. The CRO
believes there will be insufficient funds in the Rockport Estate
such that all unsecured creditors will be paid in full.  Thus, any
distribution to Mr. Zhang on account of his equity interest in
Rockport is unlikely.

Rockport is the 100% interest holder in Tiara such that any excess
funds from Tiara estate, to the extent they exist, will flow to the
Rockport estate.

The Plan will be funded through cash on hand as of the Effective
Date; the liquidation of property of the Estates with the proceeds
of sales; and any amounts recovered as a result of any avoidance
actions that may be pursued or initiated by the Disbursing Agent.
As of the date of the filing of this Disclosure Statement, the
Debtors hold $1,007,410 in cash, consisting of $462,664.34 held by
Rockport and $544,746 held by Tiara.

A full-text copy of the Disclosure Statement dated Dec. 15, 2020,
is available at https://bit.ly/2Ktonr2 from PacerMonitor at no
charge.

Attorneys for Debtor:

         MATTHEW W. GRIMSHAW
         DAVID A. WOOD
         LAILA MASUD
         MARSHACK HAYS LLP
         870 Roosevelt
         Irvine, California 92620
         Telephone: (949) 333-7777
         Facsimile: (949) 333-7778
         E-mail: mgrimshaw@marshackhays.com
                 dwood@marshackhays.com
                 lmasud@marshackhays.com

                    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 LLC disclosed 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.


TESLA INC: S&P Raises ICR to 'BB' on Mounting Liquidity
-------------------------------------------------------
S&P Global Ratings raised its issuer credit and issue-level ratings
on Tesla Inc. to 'BB'.

The outlook is positive, reflecting S&P's view that there is at
least a one-third probability it could raise ratings over the next
12 months if Tesla's competitive advantage strengthens
meaningfully.

Equity share sales throughout 2020 have increasingly boosted
liquidity and substantially curtailed the company's financial risk.
On Dec. 9, Tesla completed the sale of $5 billion of common stock
through its at-the-market offering program. The company raised
about $7.3 billion cash in two previous share sales this year. S&P
expects cash on the balance sheet to exceed $19 billion at the end
of 2020.

As a result, Tesla's net debt is essentially zero. Based on a key
credit metric, debt to EBITDA, S&P's assessment of financial risk
has reduced substantially. With more cash on its balance sheet than
debt, the company appears easily able to fund its global expansion
in China and Europe, and broaden its U.S. manufacturing base by
opening a facility in Austin, Texas. Moreover, this cushion of cash
will help the company navigate through the ongoing economic impact
from the resurgence of COVID-19.

S&P said, "Nevertheless, we are risk-adjusting our assessment to
incorporate significant future uncertainties, including a slower
than expected rate of electric vehicle (EV) adoption and the coming
fierce contest with a number of very capable global auto
manufacturers. We remain somewhat cautious about whether enough
consumers (especially in the U.S.) will switch from internal
combustion engine and hybrid vehicles to EVs given limited
financial incentives and a relatively benign gas price environment.
The evolution of Tesla's business hinges on it reaching its
production targets, efficiently utilizing its manufacturing
capacity, and maintaining desired quality amid upcoming competitive
pressures."

Furthermore, Tesla will need to address intensifying competition as
global automakers are expected to launch roughly 20-25 new EV
models by the end of 2021. These much larger players, such as
Volkswagen and Toyota, and those traditionally focused on the
luxury segment, such as BMW and Daimler, could be formidable
competitors. Tesla's edge might be significantly challenged by very
successful launches from increasingly focused automakers, which
understand their long-term success might be affected if EV adoption
accelerates.

In addition to building liquidity, the company continues to improve
execution, become more efficient in production, and make strides in
its global expansion. In S&P's latest forecast, it expects Tesla
deliveries of more than 470,000 in 2020. While the battery electric
vehicle (BEV) market remains a sliver of total U.S. auto sales,
Tesla's market share was almost 80% in the first half. Production
continues to improve.

Although its Model Y production line only operated about four
months in the first half due to shutdowns, it exited the second
quarter running at installed capacity. This ramp-up was
significantly faster than its initial Model 3 ramp, which took over
nine months to reach the same weekly rate.

S&P said, "We expect further improvements in efficiency, cost, and
technology as Tesla builds on lessons learned from prior factories.
We think deliveries could reach over 870,000 in 2021."

"At Tesla's Shanghai Gigafactory, we also expect lower per-unit
costs from simplified production processes and a local supply
chain, relative to costs at its Fremont, Calif., and Gigafactory 1
plants. Model Y and China-made Model 3 production rates continue to
increase. Model 3 is performing well in China, not only becoming
the best-selling EV but also competing with midsize premium sedans
such as the BMW 3 series and Mercedes C."

Moreover, Tesla is building capacity for Model Y at its Berlin
Gigafactory. Germany is one of its largest markets. In addition,
the company announced that it was opening another U.S. Gigafactory
in Austin.

To sustain its first-mover advantage and brand appeal, Tesla has to
keep on the cutting edge of manufacturing technology and software
prowess. Based on current and upcoming model specifications, S&P
believes Tesla has an advantage over competitors in battery and
powertrain technology (as measured by motor efficiency and range).
However, to sustain recent strong growth, hold its first-mover
advantage, and maintain market share, the company has to make EVs
more affordable. At its recent Battery Day event, the company
outlined its aim to halve battery costs, a key factor in vehicle
pricing, by reengineering cell design and manufacturing, minimizing
material costs, and using structural batteries. The company
announced that in about three years it would sell a more affordable
EV for $25,000.

Additionally, blurring of the automotive and high-tech industries
is ongoing. A typical car employs hundreds of microprocessors to
provide the latest performance, safety, and connectivity features.
Given its brand excitement and location in Silicon Valley, S&P
believes Tesla has attracted talented software engineers to advance
the development of the concept of the "vehicle app." In this
regard, Autopilot and full self-driving (FSD) technologies could
become important competitive advantages as Tesla continues to make
progress developing its FSD computer and remotely updatable
artificial intelligence software.

S&P said, "The positive outlook reflects our view that Tesla's
financial performance will stay in line with our expectations,
namely: zero net debt and positive free operating cash flow (FOCF)
generation, even as the company expands its manufacturing footprint
around the world in the next 12 months."

S&P could raise ratings if:

-- The company continues to ramp up production of its Model 3 in
China and Model Y, and demonstrates consistent operational
improvements.

-- Demand for Tesla's EVs continues increase, even as the number
of EVs from competing automakers proliferate and provide a wider
selection to consumers.

-- Financial metrics confirm Tesla's strengthening market position
such as stable to increasing gross margins and rising FOCF
generation.

Given the strength of Tesla's credit measures following large share
offerings and a resulting net cash position, S&P believes it is
unlikely weaker financial performance would be the basis for
revising the outlook to stable. Rather, S&P could revise the
outlook to stable or lower the rating if:

-- Demand for EVs does not match the newly installed capacity.

-- Inefficiencies materialize during its Model 3 and Model Y
production ramp-up in Shanghai, Berlin, or Texas, as each location
plans deliveries beginning in 2021.

-- Competition from traditional automakers intensifies and draws
customers away from buying Tesla's vehicles.


THIRD COAST: S&P Withdraws 'CCC+' ICR, 'B-' Debt Rating
-------------------------------------------------------
S&P Global Ratings withdrew its 'CCC+' issuer credit rating, which
is on CreditWatch with developing implications, on Third Coast
Midstream LLC at the company's request. The rating agency also
withdrew its 'B-' issue-level rating and '2' recovery rating on the
company's senior unsecured notes.

S&P said, "We are withdrawing our 'CCC+' issuer credit rating on
Third Coast Midstream at the company's request. We placed the
ratings on CreditWatch with negative implications on April 24,
2020, then revised the implications to developing on Nov. 12."

Third Coast Midstream's entire capital structure of $500 million is
due in less than 12 months, reflecting its aggressive financial
policy and elevated refinancing risks. However, Third Coast's low
leverage of 3.8x for the 12 months ended Sept. 30 somewhat offsets
that.


TIVITY HEALTH: S&P Upgrades ICR to 'B+' on NutriSystem Divestiture
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Tivity Health
Inc. to 'B+' from 'B'. At the same time, S&P raised its issue-level
rating on the company's first-lien debt to 'B+' from 'B'.

The positive outlook reflects the potential that S&P will upgrade
Tivity over the next 12 months if it demonstrates a
better-than-anticipated operating performance and the rating agency
expects it to sustain S&P Global Ratings-adjusted debt to EBITDA of
less than 3.0x.

The upgrade reflects the company's completed divestiture of its
NutriSystem business and its use of some of the proceeds for debt
repayment, which has improved its credit metrics.  The NutriSystem
business generated approximately $631.8 million in sales over the
12 months ended Sept. 30, 2020, with an EBITDA margin of about
10.4%, which is much lower than the margins of the rest of Tivity's
businesses. The company deployed $519 million of the net proceeds
from the divestiture for debt reduction.

S&P said, "We view the transaction as favorable for Tivity's credit
quality mainly because it led to a material reduction in its debt
leverage. However, we also note that the divestiture increases the
company's focus on the growth of its core SilverSneakers business,
which we expect will lead to improved profitability. We view
Tivity's credit measures and financial policies as appropriate for
the 'B+' rating and expect it to maintain S&P Global
Ratings-adjusted leverage in the low- to mid-3x range over the next
12 months."

"Mandatory social distancing at its fitness centers due to the
coronavirus pandemic could pressure the company's operating
performance; however, we believe its flexible business model and
cost management will enable it to maintain leverage of less than
4.0x.  While we expect Tivity's remaining health care businesses to
face ongoing revenue pressure due to the capacity constraints
imposed on gyms in response to COVID-19, we continue to believe
that its per-member per-month revenue and cost-savings initiatives
will help offset the volume declines by providing it with a
baseline of revenue. This expectation is underpinned by the
company's track record of good cost management. Specifically,
despite the 20.9% revenue decline in its Healthcare division during
the 12 months ended Sept. 30, 2020, Tivity increased its reported
EBITDA by 16.6% due to the aforementioned factors. Moreover, we
believe the company's ability to engage with its subscribers
through virtual fitness solutions facilitated its strong retention
during the pandemic. Over the long term, we expect Tivity to
monetize these investments such that they contribute to its stable
recurring revenue base."

"Despite its limited scale and business diversity and high customer
concentration, we could upgrade the company if it reduces its
leverage below 3.0x on a stronger-than-anticipated operating
performance and additional debt repayment.  Currently, we view
Tivity's limited scale and business diversity and high customer
concentration as limiting factors relative to its 'BB-' rated
peers. Moreover, the company's profitability has been relatively
volatile when compared with that of its peers due to the
challenging integration of NutriSystem. Nonetheless, the positive
outlook reflects the potential that Tivity will normalize its
revenue per eligible life to pre-COVID levels or use its good free
cash flow generation to continue to repay debt such that its
leverage declines below 3.0x on a sustained basis. Additionally,
the company will likely benefit from its reduced exposure to the
relatively short product life cycles inherent in the weight
management industry, which can affect its profit margins. We also
believe Tivity will benefit from strong industry tailwinds given
the rapid migration of Medicare enrollees from traditional Medicare
plans to Medicare Advantage plans. For example, during 2020 the
company increased its number of eligible lives to 16.6 million from
16.1 million in January 2020 despite the headwinds from COVID-19."

"The positive outlook reflects the potential that we will upgrade
Tivity over the next 12 months if it demonstrates a
better-than-anticipated operating performance and we expect it to
sustain S&P Global Ratings-adjusted debt to EBITDA of less than
3.0x."

"Specifically, we could upgrade Tivity if it robustly expands its
revenue per subscriber and consolidated EBITDA and consistently
increases its subscriber base while remaining committed to
maintaining a conservative financial policy such that we expect it
to sustain adjusted leverage of less than 3x. In addition, we would
expect it to maintain its good track record of withstanding the
uncertain business conditions stemming from the COVID-19
pandemic."

"We could lower our rating on Tivity if an unforeseen steep drop in
its EBITDA causes it to maintain adjusted leverage of more than 4x.
This could occur if the company encounters unforeseen operational
issues or pricing pressure from escalating competition or because
of ineffective expense management, unfavorable reputational
developments, or a substantial loss of customers. Additionally, we
could lower our rating if Tivity adopts a more aggressive financial
policy than we forecast that includes debt-funded acquisitions or
shareholder rewards."


TPC GROUP: S&P Downgrades ICR to 'CCC'; Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on TPC Group
Inc. to 'CCC' from 'B-'. The outlook is negative.

At the same time, S&P is lowering its rating on the company's
senior secured notes to 'CCC' from 'B-'. The recovery rating
remains '4', indicating S&P's expectation of average (30%-50%;
rounded estimate: 30%) recovery in the event of a payment default.

S&P said, "The negative outlook reflects economic uncertainty
around the economy, uncertainty around the timing of potential
insurance proceeds, and the company's upcoming term loan maturity
in August 2021."

"The downgrade reflects our expectation that TPC's credit measures
will continue to be unsustainable as a result of weakened
end-market demand and lost volumes from Port Neches.   This follows
TPC's PNO plant explosion on Nov. 27, 2019, which already led to
uncertainty around the company's EBITDA in 2020 and beyond. We
believe TPC will continue to receive insurance proceeds, however
the determination of business interruption (BI) proceeds is unknown
and has been lagging through the first nine months of 2020, leading
to significantly weaker earnings and credit measures than we
previously expected. In addition, the company's butadiene business
has been impaired by the numerous auto plant shutdowns as a result
of the COVID-19 outbreak in 2020, leading to weakened credit
measures, which we expect to continue through 2021. In addition to
the weakened credit measures, free cash flow generation remains
negative and will continue to be pressured."

"We anticipate the company will continue to receive insurance
proceeds for the Port Neches explosion, although the timing remains
uncertain.   TPC has received proceeds under its various plans,
although the BI portion has been minimal and has yet to be
determined. Given the uncertainty and lag of BI through the first
three quarters of 2020, we don't credit TPC for business
interruption until the insurer makes a determination as to when and
how much TPC will receive. We expect TPC to continue to receive
proceeds and further work through the business interruption
component as the company believes this is a maximum-loss claim
(property and business interruption insurance coverage of $850
million, third-party liability coverage of $100 million, and $25
million environmental pollution coverage). We would continue to add
any BI proceeds back in our calculation of the company's EBITDA."

The Port Neches facility processed crude C4 into butadiene, B1, and
raffinate. The plant accounted for roughly 50% of TPC's C4
processing capacity, approximately one-third of company EBITDA, and
17% of its U.S. butadiene capacity. At the time of the explosion
PNO was approximately 40% of production, the company has since
replaced 68% of that lost capacity through capacity changes at its
Houston facility. Management set up some terminal operations at the
site in the second half of 2020 to reach key customers it couldn't
reach through its Houston facility. In addition, TPC is in the
process of replacing C4 processing capacity lost at PNO with a
third-party tolling agreement, although this has not been
finalized. If this is finalized in 2021, a full rebuild at PNO may
not be needed.

Liquidity and free cash flow will remain constrained into 2021.  
In early 2020, the company entered into a $70 million term loan to
boost liquidity.

S&P said, "However, this loan matures in August 2021, which we
expect the company to address in early 2021. We expect the company
to continue to have negative free cash flow through 2021, and TPC
has limited availability on its asset-based loan (ABL) given
covenant restraints. If the revolver were to spring, TPC would not
currently be in compliance. At this time, we expect the company to
make its upcoming interest payment in February 2021, although we
will continue to monitor that substantial cash outflow."

"The negative outlook on TPC Group reflects the potential for
further weakened earnings and credit measures in excess of what we
assumed in our previous base case, as the result of economic
uncertainty and timing of insurance proceeds. We expect C4
processing volumes to be hindered from the Port Neches plant
explosion, and free cash flow generation to remain negative. In
addition, we believe the company has significant refinancing risk,
with its term loan maturing in August 2021. Given the uncertainty
surrounding BI insurance proceeds and costs associated with a PNO
rebuild, the company's earnings will continue to remain depressed.
We expect S&P Global Ratings-adjusted weighted-average debt to
EBITDA to be above 10x."

"We could lower the rating within the next 12 months if the
company's volumes are materially weaker than our current base-case
forecast, extending demand and pricing weakness for TPC's products.
We could lower the ratings if insurance costs materially increase
or if proceeds from insurance claims are significantly less than
expected, which could weaken the company's liquidity position
further. This could call into question the company's ability and
willingness to make its interest payments and extend its upcoming
maturity. We could also lower the rating if there are unexpected
operating issues at the company's Houston facility that further
decrease volumes. If the company were to do a distressed exchange,
we would likely view that as a technical default and as such lower
our ratings. Although unlikely, we could also take a negative
rating action if the company pursues large debt-funded dividends or
acquisitions."

"We could take a positive action in the next 12 months if company
volumes rebound faster than we currently expect and TPC expands its
profitability despite the end-market weakness and lost PNO volumes.
For this to happen, the company would need to make up volumes at a
third-party site and the BI portion of proceeds would need to be
substantial and received in a timely manner. The company would need
to address its upcoming maturity before we take any positive
action. If a liquidity event were to occur over the next 12 months
and lead to deleveraging, we could take a positive rating action on
TPC."


TRANS-LUX CORP: MidCap Waives Events of Default Under Loan Pact
---------------------------------------------------------------
Trans-Lux Corporation entered into a modification agreement of that
certain loan agreement with its wholly-owned subsidiaries FairPlay
Corporation, and Trans-Lux Canada Ltd., Trans-Lux Display
Corporation, Trans-Lux Investment Corporation and Trans-Lux Energy
Corporation jointly, severally and collectively, "Guarantors" and
MidCap Business Credit LLC as lender.

Under the Modification Agreement, the Lender waives the Company's
events of default, including the Company's failure to maintain a
certain minimum EBITDA calculation for the three month period
ending
Sept. 30, 2020.

The Modification Agreement also removes the covenant that requires
the Borrowers to attain a certain EBITDA amounts for the 6-month
period ended Dec. 31, 2020.

The Modification Agreement requires the payment of a modification
fee of $2,500.

                             About Trans-Lux

Headquartered in New York, New York, Trans-Lux Corporation --
http://www.trans-lux.com-- designs and manufactures TL Vision
digital video displays for the financial, sports and entertainment,
gaming, education, government, and commercial markets.  With a
comprehensive offering of LED Large Screen Systems, LCD Flat Panel
Displays, Data Walls and scoreboards (marketed under Fair-Play by
Trans-Lux), Trans-Lux delivers comprehensive video display
solutions for any size venue's indoor and outdoor display needs.

Trans-Lux reported a net loss of $1.40 million for the year ended
Dec. 31, 2019, compared to a net loss of $4.69 million for the year
ended Dec. 31, 2018.  As of Sept. 30, 2020, the Company had $9.26
million in total assets, $14.13 million in total liabilities, and a
total stockholders' deficit of $4.86 million.


TRAVELEXPERIENCE LLC: Unsec. Creditors Get 11% in Liquidating Plan
------------------------------------------------------------------
TravelExperience, LLC, filed with the U.S. Bankruptcy Court for the
District of New Jersey a Plan of Liquidation and a Disclosure
Statement on Dec. 15, 2020.

In February 2020, the COVID-19 pandemic caused virtually all
business activity in Italy to cease.  Tourism no longer was a
viable form of business.

The Debtor is insolvent as a result of the global pandemic.  The
Debtor has approximately $31,186 in cash from a combination of a
sale of its assets, cash on hand at the start of the case, and
refunds from prepaid attraction tickets.  The Debtor has ceased
operations and is liquidating all of the Debtor's assets to try to
provide a small recovery to creditors.

Class 1 consists of general unsecured claims with approximately
$162,485 total amount of claims and 11% total payout.

The Debtor was managed by three owner-operators: Davide Bolognesi,
Robert Pardi, and Gianluigi Tarditi.  The owners will not retain
any interest under the Plan.

A full-text copy of the Disclosure Statement dated Dec. 15, 2020,
is available at https://bit.ly/3nCNdTM from PacerMonitor at no
charge.

Attorney for the Debtor:

         Law Offices of Andy Winchell, P.C.
         Andy Winchell
         100 Connell Drive, Suite 2300
         Berkeley Heights, New Jersey 07922
         Telephone No. (973) 457-4710
         E-mail: andy@winchlaw.com

                   About TravelExperience

TravelExperience LLC operated as the American arm of a tour company
that facilitated guided visits to attractions in Rome, Italy.  The
company sought Chapter 11 protection (Bankr. D.N.J. Case No.
20-16195) on May 4, 2020.  Andy Winchell, Esq., at LAW OFFICES OF
ANDY WINCHELL, is the Debtor's counsel.


VERITAS FARMS: Signs Separation Pact with Executive VP
------------------------------------------------------
Veritas Farms entered into a separation agreement effective as of
Sept. 6, 2020, with the Company's Executive Vice President, Erduis
Sanabria, pursuant to which the Company agreed to pay Mr. Sanabria
a severance equal to three years' of his base salary and the
continuation of vested stock options to purchase 1,000,000 shares
held by Mr. Sanabria until the end of that three-year period in
consideration for Mr. Sanabria's resignation from all officer and
Board positions held with the Company.  The Separation Agreement
additionally contains, among other things, customary releases,
confidentiality, and non-disparagement provisions.

                         About Veritas Farms

Veritas Farms is a vertically-integrated agribusiness focused on
producing, marketing, and distributing whole plant, full spectrum
hemp oils and extracts containing naturally occurring
phytocannabinoids.  Veritas Farms owns and operates a 140-acre farm
in Pueblo, Colorado, capable of producing over 200,000 proprietary
full spectrum hemp plants containing naturally occurring
phytocannabinoids which can potentially yield a minimum annual
harvest of over 200,000 pounds of outdoor-grown industrial hemp.

Veritas Farms reported a net loss of $11.15 million for the year
ended Dec. 31, 2019, compared to a net loss of $3.83 million for
the year ended Dec. 31, 2018.  As of Sept. 30, 2020, the Company
had $13.49 million in total assets, $4.42 million in total
liabilities, and $9.07 million in total stockholders' equity.

Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated May 14, 2020 citing that the Company has sustained
substantial losses from operations since its inception.  As of and
for the year ended Dec. 31, 2019, the Company had an accumulated
deficit of $19,074,608, and a net loss of $11,147,608.  These
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern.


VILLAS OF WINDMILL: Unsecureds to Recover 100% in Trustee's Plan
----------------------------------------------------------------
Leslie Osborne, Chapter 11 trustee for debtor Villas of Windmill
Point II Property Owners Association, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division, a Plan of Reorganization and a Disclosure Statement
on Dec. 15, 2020.

In consultation with the realtor and auctioneer, it was determined
that an auction was in the best interests of the Debtor and its
creditors. The Trustee marketed the properties and initially
obtained a stalking horse offer of $3,000,000.  After additional
marketing and a robust auction with many potential buyers, a gross
sum of $4,450,000 was received from the sale of all 53 units.  This
was an average of $89,000 per unit in a community where no property
had been sold for more than $50,000 in years.

The Trustee has filed four separate lawsuits against the former
Board of Directors and their family members.  Litigation remains
with Thomas Lesko, Steven Goldfarb, McDonald Storey and Storey's
family.  In this litigation, the Trustee seeks to set aside almost
$2,000,000 in claims made by the former Board of Directors against
the Debtor.

The Trustee submits that the Plan is feasible in that the Trustee
is already holding funds sufficient to pay all administrative
expenses, as well as all payments due on the Effective Date.  The
Debtor will be able to sustain payments if necessary to Class 2
Claimants (Lesko, Storey and Goldfarb).  The total debt to the
Class 2 Claimants, if it were approved in full by the Court, would
be $2,000,000.  The treatment in the Plan calls for that payment to
be made over thirty years without interest if unsecured, and if
allowed as secured, with 4% interest.  The POA would be responsible
to pay that obligation at $13,056 per month.  This totals $146.59
per unit.  If this figure were added to the $100 per month
anticipated budget needed to operate the facility, the total would
be less than $250 per month, which is already less than the Debtor
had been charging for the year 2019.

Class 3 Claimants are the allowed General Unsecured Claims against
Debtor in the approximate amount of $27,257.  Trustee proposes to
pay Class 3 Claimants 100% of the allowed amount of their claims,
without interest, on the Effective Date.

The Trustee has on hand approximately $2,000,000.  The funds
necessary to make all payments due on the Effective Date shall be
derived from those funds.  Future payments, if any, owed to Class 2
shall be derived from the Debtor's ongoing business.

During the pendency of this chapter 11 proceeding, the affairs of
the Debtor have been managed by the Trustee.  A Board of Directors
will be appointed to manage the day-to-day affairs of the Debtor.
The Post-Confirmation Trustee shall oversee the litigation causes
of the Debtor and will oversee the Board of Directors as necessary.
The Post-Confirmation Trustee shall be entitled to distribution as
an administrative expense at the same rate to which the Trustee is
currently entitled.

A full-text copy of Trustee's Disclosure Statement dated Dec. 15,
2020, is available at https://bit.ly/2Kt411d from PacerMonitor.com
at no charge.

Attorneys for Chapter 11 Trustee:

         RAPPAPORT, OSBORNE & RAPPAPORT, PLLC
         LES OSBORNE, ESQ.
         Suite 203, Squires Building
         1300 North Federal Highway
         Boca Raton, Florida 33432
         Telephone: (561) 368-2200

         About Villas of Windmill Point II Property

Based in Port Saint Lucie, Fla., Villas of Windmill Point II
Property Owners Association, Inc., is a non-profit corporation with
volunteers that self manages 89 separately deeded, single family
residential villa units that are attached in four and five-unit
clusters within a Planned Unit Development (PUD).

Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla.
19-20400) on August 2, 2019.  At the time of filing, the Debtor was
estimated to have $1 million to $10 million in assets and $1
million to $10 million in liabilities.

The Debtor is represented by Brian K. McMahon, Esq., in West Palm
Beach, Fla.

Leslie S. Osborne was appointed as the Debtor's Chapter 11 trustee.
The Trustee is represented by Rappaport Osborne Rappaport.


VOYAGER AVIATION: S&P Cuts ICR to 'CCC' on Rising Refinancing Risk
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on aircraft
operating lessor Voyager Aviation Holdings LLC to 'CCC' from 'CCC+'
and its issue-level rating on the company's senior unsecured notes
to 'CC' from 'CCC-'. S&P's '6' recovery rating on the notes remains
unchanged.

S&P said, "The negative outlook reflects that we could lower our
rating on Voyager if we believe it will be unable to refinance its
debt and view a default or distressed exchange as highly likely in
the next six months."

Voyager Aviation's $415 million of outstanding senior unsecured
notes mature on Aug. 15, 2021, and it continues to believe its
refinancing options are limited because the company has no
unencumbered aircraft or access to any credit facilities.

The sustained weakness in its operating conditions and its nearing
debt maturity increase the risk that Voyager will engage in
transactions with its bondholders that S&P would characterize as
distressed and accordingly view as a selective default.

S&P said, "We remain concerned about Voyager's prospects for
refinancing its $415 million of senior unsecured notes and believe
it may engage in a transaction that we would consider a distressed
exchange or restructuring. The company now has only about eight
months until its $415 million of senior unsecured notes mature on
Aug. 15, 2021. Unlike most other rated aircraft lessors, which have
substantial unencumbered assets, access to credit facilities, and
have recently raised large amounts of unsecured debt, Voyager does
not have unencumbered assets or access to any credit facilities.
Additionally, because all of its aircraft are already pledged to
financings, the company would need to use any proceeds from the
sale of the aircraft to repay the associated debt first."

"The nearing maturity could incentivize its debtholders to accept
changes in the terms of the instrument that we would characterize
as distressed and tantamount to default. Therefore, we believe the
likelihood that the company will engage in a transaction that we
would consider a distressed exchange or debt restructuring has
increased."

"Similar to other aircraft operating lessors, the company has
experienced weaker operating conditions. Like other aircraft
leasing companies, Voyager has experienced lease payment deferrals
and restructured leases due to the sharp decline in demand for
global air travel. We view the company as more susceptible to the
weaker operating conditions than many other rated lessors given its
small size and high concentration in widebody aircraft and their
customers, although somewhat offset by its relatively longer-term
leases."

"Our assessment of the company's liquidity remains weak. Our weak
assessment of Voyager's liquidity reflects our expectation that its
sources of cash will be only about 0.2x its uses over the next 12
months, including the unsecured notes maturity. The company's key
sources of liquidity include cash, funds from operations of about
$60 million-$80 million over the next year, and proceeds from the
conversion of its aircraft with AirBridgeCargo to a finance lease
from an operating lease. Voyager's major liquidity uses include the
upcoming unsecured note maturity as well as the repayment of its
secured debt."

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

-- Health and safety

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic. While
the early approval of a number of vaccines is a positive
development, countries' approval of vaccines is merely the first
step toward a return to social and economic normality; equally
critical is the widespread availability of effective immunization,
which could come by mid-2021.

S&P said, "We use this assumption in assessing the economic and
credit implications associated with the pandemic. As the situation
evolves, we will update our assumptions and estimates
accordingly."

"The negative outlook reflects that we could lower our rating on
Voyager if we believe it will be unable to refinance its debt and
view a default or distressed exchange as highly likely in the next
six months."

"We could lower our ratings on Voyager if we believe a default or
distressed exchange appears virtually inevitable in the next six
months."

"We could raise our ratings on Voyager if it refinances its notes
on satisfactory terms and its operational performance remains in
line with our current expectations."


WADSWORTH ESTATES: First American Objecs to Disclosures
-------------------------------------------------------
Secured creditor First American Bank and Trust objects to the
Disclosure Statement of Chapter 11 Plan of Reorganization of debtor
Wadsworth Estates, LLC.

First American is the owner and holder of a promissory note from
the Debtor, as renewed and/or extended, dated April 23, 2015, in
the original principal amount of $4,430,539.87, with a default
balance of $3,342,362.28 as of the Petition Date (the "Note").

First American objects to the Disclosure Statement because it is
inconsistent with the Plan, such as Page 12 of the Disclosure
Statement (§ E.5.(e)) states that the Bankruptcy Judge will
auction the Property in her courtroom, but Page 15 of the Plan (§
8.11) states that Engel & Volkers shall auction the Property at 201
St. Charles Ave, Suite 5100, New Orleans, LA 70112.

First American claims that the Disclosure Statement is also
inconsistent with the August Order because it proposes to allow
Engel & Volkers to market the property for 12 months after
confirmation.

First American and other secured creditors have advised the Debtor
to hire an auction firm to sell the Property, or to expect a motion
to convert or to lift the stay so that someone else can sell the
Property in a timely fashion.  Auction companies have been
interviewed, but no motion to approve any engagement has been
filed.

First American (and perhaps other creditors) advised the Debtor
that it does not consent to Engel & Volkers marketing the Property
as a traditional broker, and that it will only support a plan where
the Property is sold by absolute auction with a firm deadline in
early 2021.

A full-text copy of First American's objection dated Dec. 15, 2020,
is available at https://bit.ly/3rlJL2k from PacerMonitor.com at no
charge.

Attorneys for First American Bank:

       J. Eric Lockridge
       Katilyn M. Hollowell
       KEAN MILLER LLP
       II City Plaza
       400 Convention Street, Suite 700
       Baton Rouge, Louisiana 70821-3513
       Telephone No.: (225) 387-0999
       Facsimile No.: (225) 388-9133
       E-mail: eric.lockridge@keanmiller.com
               katie.hollowell@keanmiller.com

                    About Wadsworth Estates

Wadsworth Estates is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).

Wadsworth Estates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. 20-10540) on March 10, 2020.  In
the petition signed Ashton J. Ryan, Jr., managing member, the
Debtor was estimated to have between $10 million to $50 million in
both assets and liabilities.  William G. Cherbonnier, Jr., Esq., at
the CALUDA GROUP, LLC, represents the Debtor.


WADSWORTH ESTATES: U.S. Trustee Questions Sale Plan
---------------------------------------------------
David W. Asbach, Acting United States Trustee for Region 5, objects
to the Disclosure Statement of debtor Wadsworth Estates, LLC.

The U.S. Trustee objects that local rules require that ex parte
motions recite whether parties have been contacted and whether they
consent to the relief requested. The ex parte motion in this case
does not do so.

The case, which is a single asset real estate case, has been
pending since March 10, 2010.  Despite the Disclosure being filed
in August 2020, and two objections filed to the Disclosure, the
Debtor has not made any revisions to the Disclosure in the last
four months.

The U.S. Trustee claims that the Debtor lacks income and is not
producing revenue.  Creditors are not receiving adequate protection
payments in the case.  The November 2020 monthly operating report
indicates that Debtor has $61.25 in its DIP account.

The U.S. Trustee points out that the Debtor's plan calls for the
sale of its real estate, yet a realtor and marketing company has
not been hired. There has been little progress in the case in the
last 10 months.  Further delay will not aid in the conclusion of
the case.

A full-text copy of the UST's objection dated December 15, 2020, is
available at https://bit.ly/34GFLQ5 from PacerMonitor at no
charge.

                   About Wadsworth Estates

Wadsworth Estates is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).

Wadsworth Estates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. 20-10540) on March 10, 2020.  In
the petition signed Ashton J. Ryan, Jr., managing member, the
Debtor was estimated to have between $10 million to $50 million in
both assets and liabilities. William G. Cherbonnier, Jr., Esq. at
the CALUDA GROUP, LLC, represents the Debtor.


WASATCH PEAK ACADEMY: S&P Affirms 'BB+' 2013A Revenue Bond Rating
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed its 'BB+' underlying rating on Utah Charter School Finance
Authority's series 2013A charter school revenue bonds, issued for
Wasatch Peak Academy (WPA).

"The positive outlook reflects our view of WPA's financial profile,
which has strengthened in recent years, reflecting improved
financial performance, lease adjusted maximum annual debt service
coverage, and days' cash on hand through the audited fiscal year
2020," said S&P Global credit analyst Mel Brown.

WPA is susceptible to operating pressure in S&P's view, given its
smaller enrollment base with revenues under $5 million. S&P
believes that WPA has cushion at the current rating level to
navigate near-term challenges that may arise because of the current
pandemic and financial pressures that could stem from the
anticipated slow and uneven economic recovery. However, for fiscal
year 2021, S&P expects WPA will maintain its healthy financial
profile consistent with peers at the higher rating category.

The 'AA' long-term rating and stable outlook reflect WPA's
inclusion in the Utah Charter School Moral Obligation Program. This
report and affirmation reflect only the underlying characteristics
of the charter school and do not assess the enhancement program or
the school's qualification under that program.


WASHINGTON PRIME: Completes 1-for-9 Reverse Stock Split
-------------------------------------------------------
Washington Prime Group Inc. has completed its previously announced
1-for-9 reverse stock split of its common stock.  Every nine issued
and outstanding shares of common stock have been converted into one
share of common stock, effective Dec. 22, 2020 prior to the opening
of trading of the Company's common stock on the New York Stock
Exchange.

The trading symbol for the Company's common stock remains "WPG" and
the new CUSIP number for the common stock following the reverse
stock split is 93964W 405.

The Company has retained its transfer agent, Computershare Inc., to
act as its exchange agent for the reverse stock split.
Computershare will manage the exchange of pre-split shares for
post-split shares.  Stockholders will receive a letter of
transmittal after the effective date which will provide
instructions for the exchange of their shares.  Stockholders
holding book position shares or Direct Registration Shares will
automatically receive their new shares.  Brokers, banks and other
nominees will be instructed to effect the reverse stock split for
their beneficial holders who hold shares of WPG common stock in
street name.  Stockholders who hold shares of WPG common stock with
a broker, bank or other nominee and who have any questions in this
regard are encouraged to contact their brokers, banks or other
nominees.  For further information, stockholders and securities
brokers should contact Computershare by telephone at
1-800-546-5141.

By the terms of the limited partnership agreement, the reverse
stock split resulted in a corresponding 1-for-9 reverse split of
the shares underlying the limited partnership interests of the
Company's affiliate, Washington Prime Group, L.P.  The reverse
stock split, at the aforementioned 1-for-9 conversion ratio, was
also applied to certain outstanding derivative securities of the
Company's common shares, including, but not limited to, restricted
stock units, performance share units and long-term incentive plan
units. Fractional units were not redeemed in connection with this
reverse stock split, but instead rounded up to the nearest whole
common share.  To the extent convertible, the Company's Series H
and Series I preferred shares will be adjusted to reflect the
1-for-9 conversion ratio.

                       About Washington Prime Group

Headquartered in Columbus Ohio, Washington Prime Group Inc. --
http://www.washingtonprime.com-- is a retail REIT and a recognized
company in the ownership, management, acquisition and development
of retail properties.  The Company combines a national real estate
portfolio with its ex pertise across the entire shopping center
sector to increase cash flow through rigorous management of assets
and provide new opportunities to retailers looking for growth
throughout the U.S. Washington Prime Group is a registered
trademark of the Company.

As of Sept. 30, 2020, the Company had $4.21 billion in total
assets, $3.48 billion in total liabilities, $3.26 million in
redeemable noncontrolling interests, and $727.73 million in total
equity.

                             *   *   *

As reported by the TCR on June 3, 2020, Fitch Ratings downgraded
the ratings of Washington Prime Group, Inc. and its operating
partnership, Washington Prime Group, L.P., including the Long-Term
Issuer Default Rating, to 'CCC+' from 'B'.  Fitch said the
deterioration of the operating performance of WPG's mall assets and
its capital access has severely limited the company's ability to
navigate coronavirus-related retailer tenant stress.

Moody's Investors Service also downgraded the senior unsecured debt
and corporate family ratings of Washington Prime Group, L.P. to
Caa3 from Caa1.  "WPG's Caa3 corporate family rating reflects its
large, geographically diversified portfolio of retail assets, which
includes a mix of enclosed malls (71% of Comp NOI) and open-air
centers (29%) across the US.," Moody's said, according to a TCR
report dated June 1, 2020.

As reported by the TCR on Aug. 25, 2020, S&P Global Ratings lowered
its issuer credit rating on Washington Prime Group Inc. (WPG) to
'CCC' from 'CCC+'.  "We believe WPG will likely violate its
financial covenants unless its rent collection and EBITDA
generation materially improve from second quarter and stabilize
over the next few quarters," S&P said.


[*] 'Chapter 22' of Energy Firms Leave Investors With Fewer Options
-------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that North American oil and gas
companies returning to bankruptcy court with "Chapter 22" cases are
leaving investors with fewer options and less value to extract.

A sustained, multi-year price depression and the Covid-19 pandemic
are fueling a wave of fresh filings, including those deemed Chapter
22 because they involve two Chapter 11 cases within a short period
of time. And indications are that the repeat bankruptcies are
taking their toll on companies that didn't sufficiently restructure
the first time.

In energy companies' second case, "there's no longer a pie to
reorganize," Judge David Jones of the U.S. Bankruptcy Court for the
Southern District of Texas said last month at an event hosted by
Rice University. "There's a cupcake or half a cupcake that's
sitting on the table."

The fallout includes shrinking enterprise values that impair
secured creditors, and senior lenders increasingly in the position
of choosing between taking over struggling companies or cashing out
and leaving.

As of Nov. 30, 2020, 102 energy production or oil field service
companies have filed bankruptcy this 2020 with a cumulative debt of
about $95 billion, according to data from Haynes and Boone LLP.

Chaparral Energy Inc., Ultra Petroleum Corp., Fieldwood Energy
Inc., and Pacific Drilling SA all filed "Chapter 22" bankruptcies
this year, each citing a sharp decline in prices.

Rystad Energy, an industry research firm, has projected another 54
oil production bankruptcies in 2021 if crude prices remain around
$40 a barrel.

Unrelenting Downturn

North American energy industry distress has been a constant for the
past six years.  As domestic and Saudi production boomed, crude oil
prices tumbled from more than $100 a barrel in early 2014 to below
$40 the following year.

A wave of bankruptcies soon followed, with U.S. oil producers and
servicers' filings spiking to a historic high of 142 in 2016,
according to data from Haynes and Boone.

Many of those companies delayed debt maturities and reinstated some
secured loans during bankruptcy proceedings, relying on projections
that commodity prices would improve over time. Those expectations
didn't materialize.

Then came this 2020's Covid-19 pandemic and a sudden price war
between Russia and Saudi Arabia.

"Those combination of factors caused prices not only to remain
depressed; they actually dropped," said Tad Davidson, co-leader of
Hunton Andrews Kurth LLP’s bankruptcy and restructuring practice
group.

Incorrect Assumptions

Oil and gas prices "didn't really jump the way people thought they
would" during the industry's first bankruptcy wave, said Tim Walsh,
global co-head of the restructuring and insolvency practice at
McDermott Will & Emery LLP.

For example, former Houston-based driller Vanguard Natural
Resources cut about $820 billion of debt through a 2017 bankruptcy
but kept more than $930 million in liabilities on its books.

When the company filed its second bankruptcy in 2019, it said the
first reorganization plan "was predicated on various assumptions
that ultimately did not materialize."

In the second bankruptcy, Vanguard reduced its debt by about
another $530 million by handing the business over to debt holders,
and changed its name to Grizzly Energy LLC.

New Restructuring Landscape

Lingering balance sheet issues are now affecting all parts of the
creditor pecking order and impairing senior lenders with top
priority.

In cases filed during the first downturn in 2015 and 2016,
first-lien debt largely was reinstated or rolled into a Chapter 11
exit facility. Now, more first-lien debt is being converted into
equity, attorneys said.

"Some of the cases structurally look the same, but it's a different
class of creditors that’s taking the company over," Davidson
said. "A lot of these deals are really driven by the senior secured
lenders."

Pacific Drilling, for instance, emerged from bankruptcy in 2018 by
converting more than $1.8 billion of noteholder debt to equity and
fully paying off $1.2 billion in senior secured loans.

Now back in Chapter 11, the drill ship operator is proposing to
lower its debt by another $1.1 billion through a deal that hands
the vast majority of the company over to its most senior debt
holders, who are projected to recover just 82% of what they're
owed.

Meanwhile, each of Ultra Petroleum's first-lien reserve-based
lenders was given the option of cashing out for 85 cents on the
dollar or taking a pro rata share of all but 2.5% of the equity in
the reorganized enterprise.

In some first-time cases, like Southland Royalty Co. and Arena
Energy LP, lenders are receding entirely and opting for the
business to be sold. They're saying, "let's give this problem to
someone else," Walsh said.

Improved Outlook

Despite these setbacks, the energy industry "always comes back,"
said Haynes and Boone restructuring attorney Kelli Norfleet.

The availability of Covid-19 vaccinations and estimates for rising
energy prices have raised market outlooks.  The U.S. Energy
Information Administration forecasts that Brent Crude prices will
average $49 a barrel in 2021, up from $43 in the final quarter of
2020.  It also expects the average for West Texas Intermediate
prices to rise by $7 to about $46.

Still, "you're going to see a more sober approach to development
and operating cost," said Gary Pittman, a managing director at
energy advisory firm Opportune LLP.

The market will continue to create an opportunity for
consolidations as distressed assets are put up for sale, he said.
Some banks also may abandon lending to energy companies, but other
non-traditional lenders could move in to fill that void, Pittman
said.

And some companies will continue to miss the mark on rightsizing in
bankruptcy.  "I think there may be Chapter 33s," Davidson said.


                            *********

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
affiliated with a TCR editor holds some position in the issuers
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
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2020.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***