---

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

              Monday, December 28, 2020, Vol. 24, No. 362

                            Headlines

5CR TRAILER SALES: $410K Property Sale to Brouns Okayed
ABUNDANT LIFE: Court Confirms No Stay Is In Effect
ACCURIDE CORP: S&P Affirms 'CCC+' ICR; Outlook Negative
ADVAXIS INC: Now Trades on the Nasdaq Capital Market
AEGIS TOXICOLOGY: S&P Alters Outlook to Positive, Affirms 'B-' ICR

ALKERMES INC: Moody's Completes Review, Retains Ba3 CFR
ALORICA INC: Moody's Hikes First Lien Credit Facility to Caa1
AMERICANN INC: Incurs $709K Net Loss in Fiscal 2020
AMERIDIAN INDUSTRIES: Cash Collateral Hearing Continued to Jan 21
ANDREW C. WALKER: Sale of Madison Property to Kellys for $440K OK'd

ANTERO MIDSTREAM: Fitch Withdraws 'B' Issuer Default Rating
ANTERO RESOURCES: Fitch Withdraws 'B' Issuer Default Rating
ANTERO RESOURCES: Moody's Rates New $500MM Sr. Unsec. Notes 'B3'
APCO HOLDINGS: Moody's Affirms Caa1 CFR, Alters Outlook to Positive
ARBOR PHARMACEUTICALS: Moody's Completes Review, Retains B3 CFR

ASHFORD HOSPITALITY: May File for Bankruptcy Absent Financing
BACARDI LIMITED: Moody's Completes Review, Retains Ba1 Rating
BANESCO USA: Fitch Affirms & Then Withdraws 'BB-' LongTerm IDR
BAUSCH HEALTH: Moody's Completes Review, Retains B2 CFR
BENNETT ENTERPRISES: Lounge in Chapter 11 After Announcing Closure

BLACKBRUSH OIL: S&P Assigns 'CCC+' ICR; Outlook Negative
BLUE RIBBON: Moody's Completes Review, Retains Caa1 CFR
BROWN JORDAN: Moody's Lowers CFR to Caa1, Alters Outlook to Stable
BRUCE COPELAND: Appeal Dismissed for Lack of Jurisdiction
CAMBER ENERGY: Closes Acquisition of 51% Stake in Viking Energy

CAMBER ENERGY: D&Os to Get Bonuses Following Viking Acquisition
CAN COMMUNITY: Fitch Withdraws 'BB+' Issuer Default Rating
CARDTRONICS PLC: S&P Places 'BB' ICR on CreditWatch Negative
CEC ENTERTAINMENT: Second Amended Joint Plan Confirmed by Judge
CERTARA HOLDCO: Moody's Upgrades CFR to B2 Following IPO

CHAMINADE UNIVERSITY: Moody's Affirms Ba3 Rating on $22MM Bonds
COMMERCIAL METALS: Fitch Affirms 'BB+' LT IDR, Outlook Stable
CRED INC: Jan. 18 Auction of Substantially All Assets
CRESTVIEW HOSPITALITY: Feb. 22, 2021 Disclosure Hearing Set
CRESTVIEW HOSPITALITY: Unsecureds to be Paid in Full Over Time

DIAMONDBACK ENERGY: Moody's Retains Ba1 CFR Amid $3.1BB Acquisition
DISH NETWORK: Moody's Rates New $2BB Sr. Unsecured Notes 'B1'
DMT SOLUTIONS: Moody's Retains B2 CFR Amid Reduced Term Loan B
DOWNTOWN DENNIS: OFF LLC Says Plan a "Visionary Scheme"
DOWNTOWN DENNIS: U.S. Trustee Says Plan Patently Unconfirmable

DOYLESTOWN HOSPITAL: Moody's Affirms Ba1 Rating on $144MM Debt
DUCOMMUN INC: Moody's Affirms B2 CFR, Outlook Stable
DUNN PAPER: Moody's Lowers CFR to B3 on Earnings Volatility
ELANCO ANIMAL: Fitch Cuts IDR to 'BB' & Alters Outlook to Stable
EMERGENT BIOSOLUTIONS: Moody's Completes Review, Retains Ba2 CFR

ENRIQUE R. NARVAEZ: $1.26M Sale of Arroyo Properties to Aponte OK'd
EWT HOLDINGS III: Moody's Hikes CFR to B1, Outlook Stable
EXAMWORKS GROUP: Moody's Keeps B2 CFR Amid $125MM Term Loan Add-on
FC COMPASSUS: Moody's Hikes CFR to B2 & Alters Outlook to Stable
FIRST CONTACT: Court Orders Refiling of Bid to Dismiss

FIRST FLORIDA: $2M Sale of All First Florida Assets to HOO Approved
FLORIDA TILT: Jan. 19 Hearing on Further Cash Collateral Use
FLUOR CORP: Moody's Confirms Ba1 CFR & Alters Outlook to Negative
GARRETT MOTION: Jones Day's 3rd Updated List of Shareholders
GARRETT MOTION: Owl Creek, Jefferies Propose $1.9 Billion Bid

GATEWAY RADIOLOGY: Can't Get PPP Loan, Says Appeals Court
GC EOS: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
GENRTY VU: Voluntary Chapter 11 Case Summary
GLOBAL EAGLE: Jan. 29 Plan Confirmation Hearing Set
GLOBAL EAGLE: Unsecureds to Recover 2.4% to 3.2% in Amended Plan

GLOBAL NET: Moody's Assigns Ba2 CFR & Rates $500MM Unsec. Notes Ba3
GRADE A HOME: Unsecureds to Get Paid from Property Sale Proceeds
HENRY FORD VILLAGE: May 4 Auction of Substantially All Assets
HOPSTER'S LLC: Assets Headed for Auction
HORTON INVESTMENTS: $1M Sale of Clarke County Property Approved

HOTEL OXYGEN: Waterfall Economidis Represents Profectus Noteholders
HOVNANIAN ENTERPRISES: Swings to $50.9M Net Income in Fiscal 2020
IDEANOMICS INC: Pays Off $14.5 Million Bond Debt
IQOR US: Moody's Assigns Caa1 CFR Following Bankruptcy Emergence
JAZZ SECURITIES: Moody's Completes Review, Retains Ba3 CFR

KOSMOS ENERGY: Fitch Puts 'B' LongTerm IDR on Watch Negative
KRONOS ACQUISITION: Moody's Rates New $775MM First Lien Loan 'B2'
LBM ACQUISITION: Fitch Assigns Final 'B' IDR Amid Bain Capital Deal
LIVE NATION: Moody's Rates New $500MM Senior Secured Notes 'B1'
LRGHEALTHCARE: Court Approves $30 Million Sale of 2 Hospitals

M/I HOMES: Moody's Hikes Corp. Family Rating to Ba3, Outlook Stable
MARYLAND ECONOMIC: Fitch Hikes Rating on 2016A-D Bonds to BB-
MBIA INC: Moody's Affirms Ba3 Sr. Unsec. Debt Rating, Outlook Neg.
MCGRAW-HILL GLOBAL: Fitch Affirms B+ LongTerm IDR, Outlook Stable
MEDNAX INC: Moody's Confirms B1 Corp. Family Rating

MEN'S WEARHOUSE: Moody's Assigns Caa1 CFR on Bankr. Emergence
MOHAMED A. EL RAFAE: $507K Sale of Reston Property to Keyser Okayed
MOHEGAN TRIBAL: Posts $294M Net Revenues in 4th Fiscal Quarter
NACASHA LECA RUFFIN: $665K Sale of Atlanta Property to Branch OK'd
NATGASOLINE LLC: S&P Affirms 'BB-' Senior Secured Debt Rating

OPENPEAK: Court Rules on Bids to Dismiss Amended Complaint
PACIFIC DRILLING: Court Confirms Reorganization Plan
PACIFIC DRILLING: On Track for Chapter 11 Exit by Year-End
PBF HOLDING: Moody's Retains Ba3 Rating Amid $250MM Add-on Notes
PENOBSCOT VALLEY HOSPITAL: Emerges from Chapter 11 Bankruptcy

PIKE CORP: Acquisition by Goldberg No Impact on Moody's B2 CFR
PLATINUM SALON: Jan. 25 Hearing on Plan, Cash Collateral Use
PLH GROUP: Moody's Raises CFR to B2 on Continued Improvement
POINT LOOKOUT: Voluntary Chapter 11 Case Summary
POPULUS FINANCIAL: Moody's Lowers Sr. Secured Debt Rating to Caa2

PRIMO WATER: Moody's Completes Review, Retains B1 Rating
PROVIDENT FUNDING: S&P Upgrades ICR to 'B-' on Leverage Reduction
PTC INC: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
PURDUE PHARMA: Gertz & Rosen Represents NEOSB Group
QEP RESOURCES: Moody's Reviews B2 CFR for Upgrade

QUALITY PERFORATING: Jan. 13 Auction of Substantially All Assets
QUECHAN INDIAN: Fitch Withdraws 'B' IDR, Outlook Negative
RIVOLI & RIVOLI: Has Until March 1, 2021 to File Plan & Disclosure
ROBERT D. SPARKS: $610K Sale of Lubbock Homestead to Sprys Approved
ROBERT'S SEAFOOD: Court Confirms Plan, Okays Final Cash Use

ROBERTSHAW US: Moody's Lowers CFR to Caa1, Outlook Stable
RPI INTERMEDIATE: Moody's Completes Review, Retains Ba1 CFR
SABLE PERMIAN: Sable Land Unsec. Creditors to Get 1% in Plan
SHIFT4 PAYMENTS: Moody's Hikes Sr. Unsecured Notes Rating to Ba3
SIGNATURE BANK: Fitch Rates $730MM Preferred Stock 'BB'

SN TEAM: Unsecured Creditors to Recover 100% in 5 Years
SPAIN TO MAINE: Hearing Reset to Jan. 14 Amid Amended Plan
TALLGRASS ENERGY: Fitch Rates Proposed Sr. Unsecured Notes 'BB-'
TALOS ENERGY: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
TALOS PRODUCTION: Moody's Assigns B2 CFR & Rates $400MM Notes B3

TANK HOLDING: Moody's Alters Outlook on B3 CFR to Negative
TIOGA ISD: Moody's Gives Initial Ba3 Rating to $3.4MM GOULT Bonds
TRINSEO SA: Moody's Alters Outlook to Negative Amid Arkema Deal
TTM TECHNOLOGIES: Moody's Hikes CFR to Ba2 on $400M Loan Prepayment
TUESDAY MORNING: Court Confirms Reorganization Plan

ULTRA CLEAN: Moody's Retains B1 CFR Amid Ham-Let Acquisition
VOYAGER AVIATION: Fitch Cuts LT IDR to 'CCC', Off Rating Watch Neg.
W. KENT GANSKE: Bid to Transfer Venue Denied
WATERS RETAIL: Court Confirms Liquidation Plan
WATKINS NURSERIES: Unsecured Creditors to Get Share of Income

WEI SALES: Moody's Lowers CFR to B1 on Increasing Credit Risk
WESTERN GLOBAL: Fitch Assigns Final 'B+' LT IDR, Outlook Stable
WILDWOOD VILLAGES: $794K Sale of Vacant Farmlands Denied
WILLIAMSTON COMMUNITY: Moody's Hikes GOULT Debt Rating From Ba1
WINEBOW GROUP: Moody's Completes Review, Retains Caa1 Rating

YOUFIT HEALTH: Proposed $85 Million Sale to Lender Group Delayed
ZEST ACQUISITION: Moody's Alters Outlook on B3 CFR to Stable
[^] BOND PRICING: For the Week from December 21 to 25, 2020

                            *********

5CR TRAILER SALES: $410K Property Sale to Brouns Okayed
-------------------------------------------------------
Judge Noah G. Hillen of the U.S. Bankruptcy Court for the District
of Idaho authorized 5CR Trailer Sales, Inc.'s private sale of the
real property referred to as A/683 Wm Sims, 10.81 Acres, Erath
County, 325 County Road 437, Stephenville, Texas to Charles L.
Broun, Jr. and Cathy L. Broun for $410,000, cash.

The closing is to be completed by Dec. 31, 2020.

There will be no encumbrances and interests in the Property, save
current taxes.  Cross Timbers Title is authorized to pay the
pro-rations and closing costs as set out in the proposed closing
statement, subject to the restriction described in the Order.

The net proceeds of sale, after payment of the normal closing
costs, will be distributed to the Debtor, to be used in the
ordinary course of business; provided that the issues of the
commission to the Realtor, Hayden Realty of Stephenville, TX, will
be addressed in a separate application to be filed, and Cross
Timbers Title is to hold the 6% commission requested pending
further order of the Court.

The requirements of Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, are waived, allowing the sale to close immediately.

A copy of the Contract is available at https://tinyurl.com/y62ltp9s
from PacerMonitor.com free of charge.

                    About 5CR Trailer Sales

5CR Trailer Sales, Inc., based in Nampa, ID, filed a Chapter 11
petition (Bankr. D. Idaho Case No. 20-00854) on Sept. 23, 2020.  In
the petition signed by CW Conner, CEO, the Debtor disclosed
$265,952 in assets and $1,883,984 in liabilities.  The Hon. Noah G.
Hillen presides over the case.  The Law Office Of D. Blair Clark,
PC, serves as bankruptcy counsel to the Debtor.


ABUNDANT LIFE: Court Confirms No Stay Is In Effect
--------------------------------------------------
Judge Edward J. Coleman, III of the United States Bankruptcy Court
for the Southern District of Georgia, Savannah Division confirmed
that the automatic stay under 11 U.S.C. Section 362(a) does not
apply to the small business debtor case of Abundant Life Worship
Center of Hinesville, GA, Inc.

The case involves a long-running dispute between the church,
Abundant Life and its principal creditor, JBB Holdings, LLC, which
holds a first-priority lien on real property consisting of 40 acres
in Liberty County, Georgia, commonly known as 5493 North Coastal
Highway, Fleming, Georgia 31309.

Three times in the past 23 months, Abundant Life has taken
last-minute steps to stop a foreclosure sale by JBB.  First,
minutes before a scheduled foreclosure, Abundant Life filed a
Chapter 11 petition on January 2, 2019.  After that case was
dismissed on March 2, 2020, Abundant Life filed a Verified
Complaint for Preliminary Injunction and Temporary Restraining
Order in the Superior Court of Liberty County, Georgia, and
obtained a temporary restraining order enjoining a second
foreclosure scheduled for March 3, 2020. When that state court
litigation was dismissed as to JBB on September 18, 2020, and the
injunction lifted, a third foreclosure sale was scheduled for
November 3, 2020. Abundant Life sought a stay from the state court
while it pursued an appeal, but on November 2, 2020, the state
court denied the motion for stay.

To stop the sale for a third time, Abundant Life filed another
petition before the bankruptcy court on that same day, November 2,
2020.  Believing that the foreclosure sale was not subject to the
automatic stay, JBB held the sale on the courthouse steps in
Hinesville, Georgia.  JBB submitted the high bid and obtained a
signed deed conveying the property to itself.  JBB, however, has
not yet recorded that deed and asserted it will not do so until the
bankruptcy court rules that no stay came into effect under 11
U.S.C. Section 362(n)(1)(B).

On November 5, 2020, JBB filed a Motion to Confirm No Stay is in
Effect, arguing that the automatic stay did not arise upon the
filing of the 2020 case pursuant to Section 362(n)(1)(B).  JBB
contended that these requirements are satisfied because Abundant
Life had a previous small business case (i.e. the 2019 case)
dismissed within the two years prior to the filing of the 2020
case.

On November 19, 2020, Abundant Life filed a brief in opposition to
JBB's Motion to Confirm No Stay is in Effect, relying squarely on
the exception to Section 362(n)(1) set forth in Section
362(n)(2)(B). Specifically, Abundant Life argued that "(i) the
filing of the petition result[ed] from circumstances beyond its
control not foreseeable at the time the case then pending was
filed; and (ii) it is more likely than not that the court will
confirm a feasible, non-liquidating plan, within a reasonable
period of time."

On November 29, 2020, the eve of the scheduled hearing on JBB's
motion Abundant Life amended its petition to make two changes.
First, the amended petition identified the debtor by two names:
"Abundant Life Worship Center of Hinesville, GA, Inc./Abundant Life
Worship Center (Unincorporated)."  Second, the amended petition
indicated that Abundant Life satisfied the requirements of 11
U.S.C. Section 1182(1) and elected to proceed under Subchapter V of
Chapter 11.  On the morning of November 30, 2020, prior to the
hearing on JBB's motion, Abundant Life also filed a supplemental
brief.  Judge Coleman found that the election was not made in bad
faith and did not unduly prejudice JBB, and thus allowed Abundant
Life to proceed under Subchapter V.

Nevertheless, Judge Coleman granted JBB's Motion to Confirm No Stay
is in Effect.

Judge Coleman agreed with JBB that the automatic stay did not arise
upon the filing of the 2020 case by virtue of the dismissal of the
2019 case.  Section 362(n)(1)(B) states that the automatic stay
does not apply in a case in which the debtor "was a debtor in a
small business case that was dismissed for any reason by an order
that became final in the 2-year period ending on the date of the
order for relief entered with respect to the petition."

Judge Coleman found that the requirements of Section 362(n)(1)(B)
were satisfied.  He pointed out that there is no dispute that the
Abundant Life's 2019 case was a small business case, that the 2019
case was dismissed based on Abundant Life's failure to file its
disclosure statement or plan, and that the order dismissing the
case was entered on March 2, 2020, which was within the two-year
period preceding the filing of the case on November 2, 2020.

While Section 362(n)(2)(B) provides an exception whereby a debtor
has the burden of establishing that the automatic stay did come
into effect upon the filing of the petition in the latter case,
Judge Coleman held that the exception does not apply because
Abundant Life did not have two cases pending at the same time.

Judge Coleman also found that Abundant Life failed to show
circumstances beyond its control that were unforeseeable at the
time the 2019 case was filed.  Abundant Life's sole argument as to
this required element is that its church members did not approve
certain actions taken by the debtor corporation.  However, the
judge held that Abundant Life is now judicially estopped from
arguing that its prior bankruptcy case was unauthorized.  "In the
2019 case, the Debtor represented to the Court and to other
interested parties that its petition was authorized.  Consequently,
the Debtor enjoyed the benefits provided by the Bankruptcy Code,
including the protection of the automatic stay.  To allow the
Debtor to thwart the operation of Section 362(n)(1)(B) by arguing
that its 2019 petition was not authorized would impose an unfair
detriment to creditors, particularly JBB," said the judge.

Judge Coleman is also convinced that Abundant Life will more likely
than not have a plan confirmed within a reasonable time.  Abundant
Life was unable to file a plan after more than a year of Chapter 11
proceedings in the 2019 case and thus far has not presented one in
the present case.

Lastly, Judge Coleman disagreed with Abundant Life's contention
that by electing Subchapter V, "it ceased being a debtor in a
'small chapter case,' as that term is applied relative to
exceptions to the automatic stay."  The judge pointed out that the
statute plainly requires only that the prior case was a small
business case, not the subsequent case.

The case is In re: ABUNDANT LIFE WORSHIP CENTER OF HINESVILLE, GA,
INC., Chapter 11, Debtor. JBB Holdings, LLC, Movant, v. ABUNDANT
LIFE WORSHIP CENTER OF HINESVILLE, GA, INC., Respondent, Case No.
20-40959-EJC (Bankr. S.D. Ga.).

A full-text copy of Judge Coleman's opinion dated December 16, 2020
is available at https://tinyurl.com/yd65awca from Leagle.com.

                About Abundant Life Worship Center

Abundant Life Worship Center, a Christian church in Fleming, Ga.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 19-40004) on Jan. 2, 2019.  The petition was
signed by Caroll A. Norwood, chief executive officer. At the time
of the filing, the Debtor disclosed assets ranging from $1 million
to $10 million and liabilities of the same range. Judge Edward J.
Coleman III is assigned to the case.

James-Bates-Brannan-Groover-LLP is the Debtor's bankruptcy counsel.



ACCURIDE CORP: S&P Affirms 'CCC+' ICR; Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Evansville, Ind.-based Accuride Corp. to reflect its view that the
company's high leverage, weak liquidity, and negative free
operating cash flow (FOCF) will persist through at least the first
half of 2021 before improving for the rest of the year and into
2022.

The negative outlook reflects S&P's expectation that the company's
FOCF and other key credit metrics will remain negative in 2021.

S&P said, "Although Accuride faces liquidity pressures, we do not
expect its liquidity position to deteriorate in the next 6-12
months. We forecast the company will report improved working
capital absorption and increased volumes in 2021 and expect its
FOCF to be modestly negative. Accuride's sale-leaseback plans and
other real estate transactions continue to progress, though we
currently do not expect it to complete these transactions until the
first half of 2021. We anticipate that the company could receive
total net proceeds of $50 million-$75 million from the real estate
transactions, which it will use to support its liquidity. We view
the timing and amounts of these transactions as somewhat uncertain,
which contributes to our negative outlook. In addition, Accuride
reached an agreement with its lenders this year to provide it with
covenant relief, which has somewhat reduced the risk that it will
breach the financial maintenance covenants under its credit
agreement. Finally, the company has access to an asset-based
lending (ABL) facility and its increasing working capital may
expand its borrowing capacity."

"Despite our near-term expectations for cost savings and revenue
growth, we believe that the company's credit metrics will remain
weak through 2021 before improving in 2022. Accuride is completing
a business restructuring amid significant operating challenges,
which are being exacerbated by the COVID-19 pandemic. Although we
expect the company's aggressive cost-cutting measures to improve
its margins and anticipate economic growth will support an increase
in its revenue in 2021, we forecast that its financial measures,
liquidity, and FOCF will remain weak through 2021. We expect
Accuride to largely complete the required spending for its
restructuring next year, which will likely lead to an improvement
in its profitability in 2022."

"The negative outlook on Accuride reflects our expectation that its
FOCF and other key credit metrics will remain negative in 2021.
Although the company's financial commitments appear unsustainable
over the long term, we do not currently assume a near-term credit
or payment crisis."

"We could lower our ratings on Accuride if we believe it will
likely default in the next 12 months barring an unforeseen positive
development. This could occur in the near term if the company does
not complete its planned sale-leaseback transactions in a timely
manner or incurs greater-than-expected cash outflows due to its
restructuring activities or increased working capital such that its
liquidity become constrained."

"We could revise our outlook on Accuride to stable in the next 12
months if we are confident it will be able to manage its liquidity
position such that it can withstand the adverse market
circumstances over the next year while maintaining sufficient
liquidity to meet its obligations. We would also expect the company
to have a sufficient cushion under its covenants before raising our
rating."


ADVAXIS INC: Now Trades on the Nasdaq Capital Market
----------------------------------------------------
Advaxis, Inc. received a positive determination from the Nasdaq
Stock Market granting approval of the Company's request to transfer
its listing to the Nasdaq Capital Market from the Nasdaq Global
Select Market.  The Company's securities will begin trading on the
Nasdaq Capital Market effective at the start of trading on Dec. 24,
2020.  The Company's shares will continue to trade on Nasdaq under
the symbol "ADXS."

The Company's stock price has traded below the minimum bid price
necessary to maintain its listing on the Nasdaq Global Select
Market (and now, the Nasdaq Capital Market).  On Dec. 22, 2020,
Advaxis received notification from Nasdaq that the Company has been
granted an additional 180-day compliance period, or until June 21,
2021, to regain compliance with the minimum $1.00 bid price per
share requirement of Nasdaq's Marketplace Rule 5550(a)(2).
Nasdaq's determination to grant the additional 180-day compliance
period was based on the Company meeting the continued listing
requirements of the Nasdaq Capital Market with the exception of the
bid price requirement, and the Company having provided written
notice of its intention to cure the deficiency during the
additional compliance period, including effecting a reverse stock
split if necessary.

According to Nasdaq, if at any time before June 21, 2021 the bid
price of the Company's common stock closes at $1.00 per share or
more for a minimum of 10 consecutive business days, the Company
will regain compliance with the Rule and the matter will be
closed.

If the Company does not meet the minimum bid requirement during the
additional 180-day grace period, Nasdaq will provide written
notification to the Company that its common stock will be subject
to delisting.  At such time, the Company may appeal the delisting
determination to a Nasdaq Hearings Panel.  The Company would remain
listed pending the Panel's decision.  There can be no assurance
that, if the Company does appeal a subsequent delisting
determination by the Staff to the Panel, that such appeal would be
successful.

                         About Advaxis Inc.

Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage
biotechnology company focused on the development and
commercialization of proprietary Lm-based antigen delivery
products.  These immunotherapies are based on a platform technology
that utilizes live attenuated Listeria monocytogenes (Lm)
bioengineered to secrete antigen/adjuvant fusion proteins.
TheseLm-based strains are believed to be a significant advancement
in immunotherapy as they integrate multiple functions into a single
immunotherapy and are designed to access and direct antigen
presenting cells to stimulate anti-tumor T cell immunity, activate
the immune system with the equivalent of multiple adjuvants, and
simultaneously reduce tumor protection in the tumor
microenvironment to enable T cells to eliminate tumors.

Advaxis reported a net loss of $16.61 million for the year ended
Oct. 31, 2019, compared to a net loss of $66.51 million for the
year ended Oct. 31, 2018.  As of July 31, 2020, the Company had
$40.02 million in total assets, $8.55 million in total
liabilities,
and $31.47 million in total stockholders' equity.

Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" qualification in its report dated Dec. 20, 2019,
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.


AEGIS TOXICOLOGY: S&P Alters Outlook to Positive, Affirms 'B-' ICR
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Aegis
Toxicology Sciences Corp. At the same time, S&P revised the rating
outlook to positive from negative.

The strong demand for COVID-19 testing has significantly increased
Aegis Toxicology Sciences Corp.'s revenue, leading to improved cash
flow generation.

As a result of dramatically improved operating performance,
liquidity risks have eased, and S&P expects the company to generate
significant positive free cash flow through at least 2021 (and
possibly longer).

S&P said, "The positive outlook reflects our view that demand for
Aegis's testing services will remain strong over the next 12 months
due to the coronavirus pandemic. However, it also reflects some
risk to our base case assumption that the company will use cash
flow generation over this period to repay revolver draws and create
a liquidity cushion."

"We expect revenue to be significantly higher than prior-year
levels.   Demand for COVID-19 testing has more than offset the
decline in Aegis's toxicology testing business. We expect robust
COVID-19 testing demand into at least the first half of 2021
leading to higher revenue and cash flow generation. We expect
revenue growth of about 90%-95% in 2020 and about 40% in 2021. As
the pandemic subsides, as a result of effective vaccines, we
believe there will be ongoing demand for COVID-19-related testing,
including serology antibodies tests. However, at this point, we are
uncertain about the level of demand."

"Liquidity has improved significantly since the start of the
pandemic.   With better cash flow due to improved revenue along
with stimulus benefits including CARES Act grant monies and
advanced payments from the Centers for Medicare and Medicaid
Services (CMS), we believe liquidity has improved significantly.
Given improving cash flow, we believe the company will be able to
repay its $50 million revolver, which is currently fully drawn, in
2021. The company also amended its covenant requirements thereby
lessening the risk of a potential covenant violation."

"We expect adjusted debt-to-EBITDA leverage to be temporarily
lower.   We believe robust demand for COVID-19 testing will
increase Aegis's EBITDA over the next 12-18 months. As a result, we
expect adjusted debt-to-EBITDA leverage to be below 5x in 2020 and
2021. However, we do not believe the company's private equity
owners are committed to this level of leverage, and we believe the
company's leverage ratio could increase as demand for COVID-19
testing subsides. However, we think the company could use its
increased cash flow to repay revolver borrowings and build a cash
cushion, which could result in a more permanent improvement in free
cash flow as a percentage of debt. We expect discretionary cash
flow in the range of $40 million-$60 million annually in 2020 and
2021."

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

-- Health and safety

S&P said, "The positive outlook reflects our view that demand for
Aegis's testing services will remain strong over the next 12 months
due to the coronavirus pandemic. However, it reflects some risk to
our base case that the company will use cash flow to repay its
revolver borrowings and create a liquidity cushion that allows it
to maintain discretionary cash flow to debt metrics above 3%, even
after COVID-19-related revenues begin to subside."

"We could revise the outlook to stable if demand for COVID-19
testing declines faster than we anticipate or if the company loses
significant contracts, leading to lower revenue and cash flow
generation, or if the company uses its cash flow to fund
shareholder-friendly initiatives including paying dividends instead
of improving its capital structure. Under this scenario, we would
expect Aegis to sustain discretionary cash flow below 3% over
time."

"We could raise the rating if the company takes steps to
permanently improve its capital structure by lowering its debt
level thereby demonstrating it is likely it will sustain
discretionary cash flow to debt above 3%."


ALKERMES INC: Moody's Completes Review, Retains Ba3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Alkermes, Inc. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review in which Moody's reassessed the appropriateness of
the ratings in the context of the relevant principal methodology,
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Alkermes' Ba3 Corporate Family Rating reflects its good
capabilities in drug delivery technology and its high gross
margins. The rating also reflects the company's niche
specialization in conditions of the central nervous system
including schizophrenia and substance abuse disorders. The
company's growth prospects are good, driven by rising sales of
Vivitrol, Aristada, and the anticipated launch of ALKS 3831 in
schizophrenia and bipolar disorder. The rating also reflects cash
levels in excess of debt and considerable value in Alkermes'
existing revenue streams and its pipeline. Credit risks include
limited profitability and cash flow until product sales
substantially increase, as well as pipeline execution risks.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.  


ALORICA INC: Moody's Hikes First Lien Credit Facility to Caa1
-------------------------------------------------------------
Moody's Investors Service upgraded Alorica Inc.'s first lien senior
secured credit facility to Caa1 from Caa3, including revolving
credit facility, term loan A and term loan B, At the same time,
Moody's upgraded the company's Corporate Family Rating to Caa1 from
Caa3 and its Probability of Default Rating to Caa1-PD from Caa3-PD.
The outlook was changed to stable from negative. Moody's will
subsequently withdraw all of Alorica Inc.'s existing ratings,
including its CFR, PDR and instrument level ratings because the
rated debt has been retired.

This rating action follows the announced completion of a
recapitalization on December 11, 2020 that raised $750 million of
new preferred and debt capital committed by Apollo Global
Management, Inc. Proceeds from Apollo's investment were used to
refinance all of Alorica's outstanding indebtedness at par (plus
accrued interest) and add incremental liquidity to the balance
sheet.

Upgrades:

Issuer: Alorica Inc.

Corporate Family Rating, Upgraded to Caa1 from Caa3

Probability of Default Rating, Upgraded to Caa1-PD from Caa3-PD

Senior Secured Bank Credit Facility, Upgraded to Caa1 (LGD4) from
Caa3 (LGD4)

Outlook Actions:

Issuer: Alorica Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The refinancing addressed Moody's concerns about the company's
tight liquidity and its scheduled debt maturities in 2021-22.
Although the terms for the credit facility and the preferred equity
have not been disclosed, Moody's believes the new capital structure
coupled with expectation for return to growth in 2021 affords the
company greater flexibility while addressing key liquidity
concerns. Despite significant operating challenges in the first
half of 2019 related to the pandemic, Alorica has seen uptick in
demand for its customer experience solutions and has capitalized on
new logo wins. The company will continue to invest in product
solutions and people that would position the company for future
growth and drive meaningful return for its clients.

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

Alorica Inc., headquartered in Irvine, CA, is the third largest US
based customer BPO services provider with estimated revenue of
approximately $1.7 billion estimated for fiscal 2020. The company
offers customer service, technical support, customer acquisition
and retention back office support services. The company has
approximately 100,000 employees in 105 locations across 14
countries globally, serving many Fortune 500 companies. Alorica is
majority owned by the founder and CEO, Andy Lee, with a minority
stake held by several funds affiliated with JP Morgan.


AMERICANN INC: Incurs $709K Net Loss in Fiscal 2020
---------------------------------------------------
Americann, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $709,343 on
$503,512 of total revenues for the year ended Sept. 30, 2020,
compared to a net loss of $4.90 million on $11,564 of total
revenues for the year ended Sept. 30, 2019.

As of Sept. 30, 2020, the Company had $14.87 million in total
assets, $8.99 million in total liabilities, and $5.87 million in
total stockholders' equity.

The Company had a working capital deficit of $232,158 as of Sept.
30, 2020, an accumulated deficit of $18,722,552 and $18,013,209 at
Sept. 30, 2020 and 2019, respectively, and had a net loss of
$709,343 for the year ended Sept. 30, 2020.

Management believes that the actions presently being taken to
further implement the Company's business plan and generate
additional revenues provide the opportunity for the Company to
continue as a going concern.  While the Company believes in the
viability of its strategy to generate additional revenues and in
its ability to raise additional funds, there can be no assurances
to that effect.  The ability of the Company to continue as a going
concern is dependent upon the Company's ability to further
implement its business plan and generate additional revenues.

MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
Dec. 31, 2020, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.

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

https://www.sec.gov/Archives/edgar/data/1508348/000143774920025713/acan20200930_10k.htm

                           About Americann

Headquartered in Denver, Colorado, AmeriCann is a specialized
cannabis company that is developing cultivation, processing and
manufacturing facilities.



AMERIDIAN INDUSTRIES: Cash Collateral Hearing Continued to Jan 21
-----------------------------------------------------------------
A hearing to consider Ameridian Industries LLC's Motion for Order
Authorizing Use of Cash Collateral on a Final Basis and Granting
Adequate Protection has been continued to January 21, 2021, at 9:00
a.m.  Responses to the request are due by January 14.

The final hearing was originally set for December 11.

The U.S. Bankruptcy Court for the Western District of Washington
has authorized Ameridian Industries to use cash collateral on an
interim basis in accordance with the budget.

The Debtor requires the use of Cash Collateral to continue its
ongoing operations in the ordinary course of business, and in order
to avoid disruption of such operations.

The Court finds and concludes that the Debtor and the estate will
suffer immediate and irreparable harm if the relief approved is not
granted.

As part of the Budget and the Debtor's request to use Cash
Collateral, the Debtor proposes to create and fund a professional
fund on a postpetition basis in order to pay the professional fees
and costs of the Debtor and the Official Unsecured Creditors
Committee, if any, as the Court may authorize and allow by
subsequent order following notice and hearing. The Debtor proposes
to deposit all funds budgeted for the Professional Fund with Bush
Kornfeld LLP, attorneys for the Debtor, where the funds would be
held in trust pending further court order following notice and
hearing. The Debtor believes the proposed Professional Fund is
appropriate given the size and nature of this case and the likely
creation and participation of a Committee in the case.

The Court says the Budget may be amended from time to time with the
written consent of the Bank of the West and BOKF, NA d/b/a Bank of
Texas or approval of the Court, after notice and hearing, and the
Debtor is authorized to use Cash Collateral in accordance with an
amended Budget.

As partial adequate protection for the diminution of any interest
the Secured Parties are determined to hold in the Prepetition
Collateral as a result of the Debtor's use of Cash Collateral, the
Secured Creditors are granted a replacement lien in the Debtor's
postpetition assets of the same kind, type, and nature as the
Prepetition Collateral in which such Secured Party held a lien. Any
Postpetition Lien in Postpetition Collateral granted by the
paragraph will be in the same order, priority, validity and
enforceability as any prepetition lien in Prepetition Collateral
securing the claim of such Secured Party in the same type of assets
and, under 11 U.S.C. section 510, will be subject to the terms of
any and all intercreditor subordination agreements executed by and
among the Secured Parties in favor of any other Secured Party. To
the extent of any diminution in value of a Secured Party's interest
in the Prepetition Collateral due to Cash Collateral use which is
not otherwise protected by the Postpetition Lien granted, each
Secured Party will retain its rights under section 507(b) of the
Bankruptcy Code.

The Debtor will also provide additional adequate protection in the
form of insurance, financial reports, and adequate protection
payments.

                   About Ameridian Industries

Ameridian Industries LLC, which conducts business under the name
Pacific Torque, offers sales, services and support to the
transmission, engine and powertrain component manufacturers.

Ameridian Industries filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No.
20-12550) on Oct. 8, 2020. Allan Van Ruiter, president and chief
executive officer, signed the petition.  At the time of the filing,
the Debtor estimated $10 million to $50 million in both assets and
liabilities.

Judge Christopher M. Alston oversees the case.  Bush Kornfeld, LLP
serves as the Debtor's legal counsel.



ANDREW C. WALKER: Sale of Madison Property to Kellys for $440K OK'd
-------------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi authorized Andrew Cline Walker and Deborah
L. Walker to sell their house and real property located at 108
Chantilly Drive, Madison, Mississippi to Bradley Kelly, Esq., and
Allison Kelly for $440,000.

The parties have requested the modification of the order granting
motion to sell, etc., by replacing the name of the former potential
purchaser, ABC Builders of Mississippi, which has withdrawn its
offer and substituting the Buyers, who have made the next highest
and best offer, and also replacing the former purchase price offer
of $489,000 with the sum of $440,000.  All other items in the order
will remain the same except that the approved real estate
commission will now be divided between the listing and selling
agents, the deposit amount will be changed from $5,000 to $1,000;
and the Debtors will be authorized to pay up to $1,500 in closing
costs.

The only party to be affected by this modification is Trustmark
Bank and it has agreed to the modification and entry of the agreed
order and no funds will be left for the estate.

Therefore, the Motion to Modify is granted and the order as
modified will be entered.

Andrew Cline Walker and Deborah L. Walker sought Chapter 11
protection (Bankr. S.D. Miss. Case No. 19-04312) on Dec. 4, 2019.
The Debtors tapped Michael Bolen, Esq., at Hood & Bolen, PLLC, as
counsel.  On Aug. 24, 2020, the Court approved Nell Wyatt of Nell
Wyatt Real Estate as real estate agent.


ANTERO MIDSTREAM: Fitch Withdraws 'B' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the Issuer Default Rating
(IDR) of Antero Midstream Partners LP (AM) at 'B', the
partnership's senior secured revolver at 'BB'/'RR1', and the senior
unsecured notes at 'B+'/'RR3'. The Rating Outlook has been revised
to Positive from Negative prior to the withdrawal.

Fitch has also affirmed and withdrawn Antero Midstream Finance
Corporation's (AMFC) senior unsecured debt rating at 'B+'/'RR3'.
AMFC is a co-issuer of AM's senior unsecured notes.

The revised Outlook for AM reflects a similar Outlook revision at
Antero Resources Corporation (AR; B/Positive), AM's associate and
primary counterparty. Fitch affirmed AR's IDR at 'B' and revised
the Outlook to Positive from Negative to reflect AR's asset sales
executed to date; progress on paying down portions of its near-term
maturity wall, together with ongoing efficiency gains, which should
drive improvements in cash costs, the moderate recovery in NGLs
pricing from the initial pandemic lows earlier this year, and
high-quality acreage position in the Marcellus/Utica.

The ratings for AM reflect its strong credit linkage with AR. AM
derives substantially all of its revenues from AR. The ratings also
take into account higher than historical leverage at AM although
supported by fee-based and fixed-priced contracts that limit
commodity price exposure and provide some volume protection in the
form of minimum volume commitments. On a standalone basis, AM's
financial profile meets minimum size and scale thresholds that
Fitch believes are important for an investment-grade rating within
the midstream space, but counterparty concentration and its
single-basin gathering and processing focus are Fitch's key
concerns and raises the possibility of an outsized event risk
should there be an operating, production, or financial issue at
AR.

Fitch has chosen to withdraw AM's ratings for commercial reasons.

KEY RATING DRIVERS

Counterparty Credit Risk: AM's ratings are the same as AR's ratings
given AR is its primary counterparty. AM derives substantially all
of its revenues and EBITDA from AR, and is expected to continue to
do so over Fitch's forecast horizon. AR has dedicated the rights
for gathering, compression and processing, and water delivery and
handling services to AM on a long-term, fixed-fee basis with
material minimum volume commitments. Fitch believes AM's major
business risk is operational or financial distress at AR and the
equalization of IDRs reflects this.

Long-Term Contracts; Consistent Cash flow: AM's operations are
supported by long-term contracts with AR. AM has committed to
long-term fixed-fee agreements to provide gathering, compression
and processing services and water services to AR through 2038 and
2035, respectively. AM will provide AR these services at fixed
fees, limiting AM's commodity price sensitivity. AR has provided AM
with minimum volume commitments for some of these services, which
provides AM a significant amount of downside protection.

Both companies agreed in December 2019 on a growth incentive
program whereby AM will provide fee reductions to AR from 2020
through 2023, subject to AR achieving volumetric growth targets on
low-pressure gathering. The high pressure gathering and fresh water
delivery fees remain unchanged.

AR has also dedicated all of its current and future acreage in West
Virginia, Ohio and Pennsylvania to AM with an option to gather,
compress and provide water service to any future acreage acquired
by AR. AR has agreed to provide AM the right of first offer (ROFO)
for any gas processing or NGL fractionation, transportation or
marketing services needed by AR. AR has provided a similar ROFO for
freshwater delivery services.

AM also currently provides processing and fractionation services
under fixed-fee agreements to AR through its 50/50 joint venture
(JV) with MPLX LP (BBB/Negative). The ROFO for processing and
fractionation is for acreage outside that dedicated to the current
processing and fractionation JV. AM's fixed-fee contracts is
expected to provide continued consistent cash flow and earnings
growth for AM over the next several years.

Leverage Trending Higher: AM has historically maintained low
leverage and strong interest and distribution coverage relative to
midstream peers. Leverage is expected to tick up to 3.6x-4.1x over
2020-2021. Distribution coverage is expected to decline to 1.1x
through 2021 assuming flat annual distribution. Fitch believes
leverage is critical to AM's credit profile due to the company's
limited counterparty and geographic diversity.

Limited Geographic Diversity/Customer Concentration: AM's business
line and geographic diversity are limited with a strong focus on
AR's production in the Marcellus and Utica shales. Fitch expects
AR's volumes to show minimal growth over the rating horizon, which
will affect AM. Fitch typically views single-basin,
single-counterparty midstream service providers like AM as having
exposure to outsized event risk, which could be triggered by an
operating issue at AR or any production difficulties in the
Marcellus and Utica region.

Simplification Provides Modest Benefit: In March 2019, the owner of
AM's general partner Antero Midstream GP LP (AMGP) and sponsor AR
completed simplification of its midstream structure and conversion
to a C-corp structure for the combined partnerships. Under the
terms of the simplification agreement, AMGP has acquired 100% of AM
for a combination of units and cash and converted to a corporate
structure with a majority of its Board of Directors being
independent directors. Following the share repurchase in 2019, AR
now owns 28.7% of the new AM.

Fitch's ratings for AM consider the transaction's modest financial
benefits as the simplification has done away with the AM's
incentive distribution rights, which had inflated its cost of
equity capital. Additionally, the transaction opens the partnership
to more institutional investor for its equity as a C-corp. Fitch
also expects AR to remain AM's main customer and primary provider
of revenue and cash flow.

ESG Consideration: AM has a relevance score of '4' for Group
Structure given its ownership concentration and significant related
party transactions. As of Sept 30, 2020, AM derived substantially
all of its EBITDA and cash flows from AR. AR has about 28.7%
ownership in AM. This has a negative impact on the credit profile
and is relevant to the rating in conjunction with other factors.

DERIVATION SUMMARY

AM's ratings reflect its strong strategic and operating ties to its
primary counterparty AR. AR controls the activities that most
significantly impact AM's economic performance, and Fitch expects
AR to provide the majority of AM's revenues and EBITDA, thereby
remaining the primary driver behind AM's ability to service its
obligations.

AM exhibits low leverage compared to its peer, EQM Midstream
Partners, LP (BB/Negative), which is an MLP with gathering and
transmission operations in the Appalachian basin. Fitch expects AM
to run leverage around 3.6x-4.1x in 2020-2021, better than most of
its gathering and processing peers. AM is also well positioned
relative to peers, EnLink Midstream, LLC (ENLC; BB+/Negative) and
Western Midstream Operating, LP (WES; BB/Stable), where Fitch
expects leverage for 2020 above 5.0x, and around 4.5x,
respectively.

Size, scale and asset/business line diversity are more limited at
AM relative to its peers, WES, ENLC and EQM. WES and ENLC operate
in multiple basins, and EQM has lower business risk
gas-transportation assets in its portfolio. AM has a single
counterparty, AR, making up the substantially all of its revenues
and earnings and linking its credit quality very closely to that of
its main counterparty. EQM, ENLC and WES all have material,
concentrated counterparty exposure to their producer sponsors but
in lesser amounts than AM.

KEY ASSUMPTIONS

-- Henry Hub natural gas price of $2.10/mcf in 2020, and
    $2.45/mcf thereafter;

-- Volumes consistent with Fitch's AR base case forecasts;

-- Reduction in capital spending in 2020-2022 on a cumulative
    basis, consistent with management's revised guidance;

-- No change in current distribution run rate;

-- No asset sales or equity issuance assumed.

In its recovery analysis, Fitch assumed that AM is reorganized as a
going-concern rather than liquidated. Fitch used a going-concern
EBITDA of $650 million for AM, which reflects a repricing of its
gathering and processing contracts and lower volumes. Fitch
utilized a 6x EBITDA multiple to arrive at AM's going-concern
enterprise value. The multiple is in line with recent
reorganization multiples in the energy sector. There have been a
limited number of bankruptcies and reorganizations within the
midstream space, but the Azure Midstream's and Southcross Holdings'
bankruptcies had multiples between 5x and 7x by Fitch's best
estimates. In Fitch's bankruptcy case study report "Energy, Power
and Commodities Bankruptcies Enterprise Value and Creditor
Recoveries" published in April 2019, the median enterprise
valuation exit multiplies for 35 energy cases for which this was
available was 6.1x, with a wide range of multiples observed. Fitch
has assumed a standard 10% allowance for administrative claims from
the going-concern enterprise value. Assuming a full draw on the
revolver, the recovery rating corresponds to 'RR1' for the senior
secured revolver and 'RR3' for the senior unsecured notes.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: AM's liquidity is adequate, supported by
adequate distribution coverage and availability under its $2.13
billion senior secured revolver. As of Sept 30 2020, AM had
approximately $2.4 million in cash and $940 million undrawn on its
revolver, with no letters of credit outstanding. In addition, as of
Sept. 30, 2020 AM has 5.375% senior notes of $650 million (due
2024) and 5.75% senior notes of $650 million (due 2027 and due
2028), which help boost liquidity. Maturities are limited with none
scheduled until October 2022, when the revolver matures. The
revolver is rateably secured by mortgages on substantially all of
AM's properties, including the properties of its subsidiaries, and
guarantees from its subsidiaries.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

AM's default risk is significantly influenced by AR, which is its
primary customer/counterparty.

ESG CONSIDERATIONS

Antero Midstream has an ESG Relevance Score of '4' for Group
Structure as even with its simplification, it still possesses a
complex group structure, with significant related party
transactions. This has a negative impact on the credit profile and
is relevant to the rating in conjunction with other factors.

Except for the matters discussed above, the highest level of ESG
Credit Relevance, if present, is a Score of '3'. This means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity.


ANTERO RESOURCES: Fitch Withdraws 'B' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Antero Resources
Corporation's (AR) 'B' Long-Term Issuer Default Ratings (IDR),
'BB'/'RR1' senior secured revolver and 'B-'/'RR5' senior unsecured
debt. Prior to the withdrawal, the Rating Outlook was revised to
Positive from Negative.

In addition, Fitch has simultaneously assigned and withdrawn the
'B-'/'RR5' rating on AR's proposed $500 million senior unsecured
2026 bond, proceeds of which will be used to redeem AR's remaining
2022 notes and to repay a portion of credit facility borrowings.

Antero's ratings and Positive Outlook reflect the company's
executed asset sales to date; progress on paying down its near-term
maturity wall, including pro forma improvements associated with the
notes issuance; ongoing efficiency gains, which should drive
improvements in cash costs; the moderate recovery in NGLs pricing
from the initial pandemic lows earlier this year; and AR's
high-quality acreage position in the Marcellus/Utica.

The ratings are constrained by concerns about uneven access to the
unsecured bond market; relatively high revolver utilization,
including letters of credit usage, which heightens execution risk
on the remaining maturities; above-average gathering &
transportation costs; and the negative cash flow impacts of the
Overriding Royalty Interest (ORRI) and Volumetric Production
Payment (VPP) transactions on company netbacks.

RATING WITHDRAWALS

Fitch Ratings has chosen to withdraw Antero Resources Corporation's
ratings for commercial reasons.

KEY RATING DRIVERS

Debt Repayment: AR has made headway in addressing its maturity
wall. As calculated by Fitch, following tender activity, but before
the proposed $500 million bond issuance, AR's three-year bond
maturity wall (2021-2023) declined from around $2.02 billion at the
end of 2Q to $1.56 billion at Sept. 30, 2020, while its total debt
declined by around $270 million, including the upsized convertible
issuance.

At the end of November, AR redeemed the remaining balance on its
2021 5.375% note using a combination of asset sale proceeds, cash
flow from operations, and available revolver borrowings. Completion
of the proposed $500 million bond offering plus the associated
redemption of the remaining 2022s would further extend the maturity
wall.

Progress on Asset Sales: AR has made progress on asset sales. This
includes the sale of an ORRI to Sixth Street Partners, LLC for $402
million, comprised of $300 million and two volume-linked contingent
payments of $51 million. The transaction consisted of a 1.25% ORRI
in all proved developed operating properties in West Virginia and
Ohio, and 3.75% ORRI in wells completed over the next three years.
Once the partner achieves its 13% IRR and 1.5x cash-on-cash return,
85% of the cash flows revert back to AR.

In addition, AR signed a VPP deal with an affiliate of JP Morgan,
under which AR receives $220 million in exchange for revenues on
dry gas properties in West Virginia for seven years. Associated net
production is 75MMCF/d in 2021, declining to 40MM CF/d by the end
of the agreement. These asset sales, in conjunction with the $100
million sale of Antero Midstream (AM) stake in December 2019 and a
$29 million hedge monetization, put the company at the lower end of
its target range of $750 million-$1.0 billion.

Reductions in Cash Flow: While the sales of the ORRI and VPP
increased liquidity and help to address the maturity walls, these
sales come at a price and will result in a decline in AR's netbacks
over the next few years, as the company pays associated cash
outflows. Fitch generally views ORRIs and VPPs as indicative of a
difficult market for sellers, and has concerns about the impact
these and future structured sales could have on the asset base, as
well as on the potential recoveries for senior unsecured
noteholders.

Execution Risk on AM: AR's stake in AM (139 million shares, 28.7%
stake) has recovered significantly in value since the onset of the
pandemic, and is worth over $1.0 billion versus less than $300
million at the beginning of the pandemic downturn. AM's increased
value provides comfort around the company's ability to address its
near-term security wall. At the same time, the realization of this
liquidity is subject to execution risk, as AR might not sell in the
hopes of further increases in its value.

High Revolver Usage: AR has leaned heavily on its revolver in the
downturn to help refinance maturities. At September 30, total
borrowings were $827 million, and LOCs were $730 million versus
$2.64 billion in lender commitments for total utilization of around
59% (71% pro forma for the redemption of the remaining 2021 notes
at the end of November).

Given still sporadic unsecured bond market access, Fitch expects
revolver balances will remain high as AR seeks to pay down
remaining maturities. The revolver is due in October 2022, but has
a springing maturity that is 91 days prior to earliest stated
redemption of any of its senior notes.

DERIVATION SUMMARY

With average daily 3Q20 production of 3.772 BCFE/d (629,000
kboepd), AR is above average in size when compared with Appalachian
gas peers Range Resources (RRC) 365kboepd), Southwestern Energy
(SWN) (BB/Negative 368kboepd), and CNX (BB/Positive 210kboepd), but
smaller than EQT (BB/Positive, 633kboepd). AR's basin
diversification is modest but the company is significantly more
levered to liquids (NGLs) than most of its Appalachian peers. This
provides uplift in a more normalized commodity environment.

AR's near-term natural gas hedge coverage is strong; however,
declines significantly as the company exits 2021. As calculated by
Fitch at Sept. 30, 2020, AR's netbacks were negative $0.38/boe,
which was below peers CNX ($2.04/boe), RRC ($0.50/boe), and EQT
($0.26/boe). While AR has higher realized prices than peers, it
also has higher G&T costs, which have held back realizations in the
current downturn given lower natural gas and NGLs prices.

AR has had recent success pushing its maturity wall out but still
has high refinancing risk versus peers given its uneven access to
the unsecured bond market. No parent-subsidiary linkage, country
ceiling constraint or operating environment influence was in effect
for these ratings.

KEY ASSUMPTIONS

-- WTI oil price of $38 in 2020; $42 in 2021; $47 in 2022; and
    $50 in 2023 and over the long term;

-- Henry Hub natural gas prices of $2.10/mcf for 2020; and
    $2.45/mcf across the rest of the forecast;

-- Realized NGLs prices (including ethane) move broadly in line
    with the base case price deck;

-- Production of approximately 3.5 BCFE/d in 2020, which remains
    largely flat across the forecast;

-- All in capex of $795 million in 2020, declining to $640
    million and remaining flat across the remainder of the
    forecast;

-- Outflows from VPP and ORRI incorporated into the forecast.

KEY RECOVERY RATING ASSUMPTIONS

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

Going-Concern (GC) Approach:

-- The GC EBITDA estimate reflects Fitch's view of a sustainable,
    post-reorganization EBITDA level upon which Fitch bases the
    enterprise valuation (EV).

-- The GC EBITDA assumption uses 2023 EBITDA of approximately
    $607 million, which assumes low but recovering Henry Hub
    natural gas prices of $2.25/mcf, and WTI oil price of
    $42/barrel.

-- The GC EBITDA also assumes the impact of an early shift into
    maintenance mode, as well as the negative impact of the ORRI
    and VPP on cash flows.

Fitch used an EV multiple of 4.0x, which is applied to the GC
EBITDA to calculate a post-reorganization EV. The choice of the
multiple considered the following factors:

-- Historical case study exit multiples for peer energy companies
    ranged widely but had a median value of 5.7x, slightly lower
    than the 6.1x seen in 2019 according to Fitch's 2020 "Energy,
    Power and Commodities Bankruptcy Enterprise Values and
    Creditor Recoveries" study.

-- The multiple also reflects the increased cash flow risk
    associated with gas assets given the sharp volatility in
    pricing and demand; and forward-looking concerns about the
    impact that recent unconventional asset sales may have on
    asset quality, particularly if additional ORRIs and VPPs are
    carved out of the asset base.

Liquidation Approach

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

Fitch considers valuations such as SEC PV-10 and M&A transactions
for each basin including multiples for $/boe, $/acre, $/drilling
location and $/1P. Fitch used conservative estimates to observed
multiple given the lack of liquidity in the current asset sale
market (particularly the natural gas market) driven by weaker
prices and balance sheets for some Marcellus operators. Fitch
assumed a $650 million valuation for the company's midstream stake,
discounted from recent market levels given the high volatility of
energy assets in the pandemic.

The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recover for the senior secured
revolver and a recovery corresponding to 'RR5' for the senior
unsecured notes.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: As of Sept. 30, 2020, AR had $1.08 billion of
availability on its revolving credit facility, which included
borrowings of $827 million, and LOCs of $730 million, on $2.64
billion of commitments (borrowing base affirmed at $2.85 billion In
October 2020). Availability was slightly higher than was seen in 2Q
($984 million). There was no cash on the balance sheet.

At Sept. 30, 2020, AR had adequate headroom on its two main
financial covenants, a minimum current ratio of 1.0x and a minimum
interest coverage ratio of 2.5x. In terms of secured debt issuance,
Fitch notes the company's bond covenants, including permitted liens
clauses, are not restrictive and would allow the potential issuance
of new secured second lien debt. AR's revolving credit facility has
a springing trigger, with a maturity date the earlier of Oct. 26,
2022 or 91 days prior to its next unsecured notes.

ESG Considerations

Following the withdrawal of ratings for Antero Resources, Fitch
will no longer be providing the associated ESG Relevance Scores.

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


ANTERO RESOURCES: Moody's Rates New $500MM Sr. Unsec. Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Antero Resources
Corporation's proposed $500 million senior unsecured notes due
2026. Antero's other ratings and stable outlook were unchanged.

Net proceeds will be used to redeem a portion of the 2022 notes and
reduce outstanding revolver borrowings.

"This debt offering is another significant step towards minimizing
Antero's previously elevated refinancing risk," said Sajjad Alam,
Moody's Vice President and Senior Analyst.

Assignments:

Issuer: Antero Resources Corporation

Senior Unsecured Notes, Assigned B3 (LGD5)

RATINGS RATIONALE

The proposed unsecured notes will rank equally in right of payment
with Antero's existing senior unsecured notes and hence were
assigned the same B3 rating. Antero's senior unsecured notes are
rated B3, below the B2 corporate family rating because of the
significant size of the secured credit facility, which has a
first-lien priority claim to substantially all of Antero's assets.
The unsecured notes have upstream guarantees from substantially all
of Antero's E&P subsidiaries that also guarantee the secured
revolving credit facility.

Antero should have adequate liquidity through 2021, which is
captured in the SGL-3 rating. Net proceeds from the proposed notes
offering combined with a modest amount of free cash generation in
2021 will enable Antero to further de-lever and improve its
maturity profile. Pro forma for the notes offering Antero will have
roughly $1.0 billion of borrowings and $730 million in outstanding
letters of credit leaving $910 million of availability under its
revolving credit facility as of September 30, 2020. Antero's
revolver will mature the earlier of October 26, 2022, and the date
that is 91 days to the earliest stated redemption of any series of
Antero's senior notes, unless such series of notes is refinanced.

Antero's B2 CFR reflects its high financial leverage, improving
maturity profile, and exposure to volatile natural gas and natural
gas liquids prices. The rating also considers its geographic
concentration in Appalachia, significant undeveloped reserves and
shale focused operations. The rating is supported by its large
natural gas production and reserves in Appalachia, significant
natural gas liquids (~30%) in the production mix, consistent
long-term hedging philosophy that reduces risk and improves cash
flow visibility, declining operating and development costs, and
significant ownership of Antero Midstream Corporation. While
Antero's diversified firm-transportation pipeline contracts have
historically helped realize higher prices, the company is currently
paying above market tariffs and has a higher overall midstream cost
structure than most of its Appalachian peers.

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

An upgrade would be contingent on Antero's ability to produce free
cash flow on a consistent basis, achieve material debt reduction,
and substantially eliminate refinancing risk leading to a
sustainable retained cash flow to debt ratio above 15% on a
consolidated basis. Antero's ratings could be downgraded if the
company is unable reduce its refinancing risks, generates
significant negative free cash flow, or retained cash flow to debt
falls below 10%.

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

Antero Resources Corporation is a leading natural gas and natural
gas liquids producer in the Marcellus and Utica Shales in West
Virginia, Ohio and Pennsylvania.


APCO HOLDINGS: Moody's Affirms Caa1 CFR, Alters Outlook to Positive
-------------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 corporate family
rating and Caa1-PD probability of default rating of APCO Holdings,
LLC, an administrator of vehicle service contracts. In the same
action, Moody's also affirmed the Caa1 ratings of APCO's senior
secured credit facilities, including a $220 million term loan and
$20 million revolving credit facility. The outlook for APCO was
changed to positive from negative reflecting the company's
improvement in operating performance and liquidity.

RATINGS RATIONALE

Moody's said the positive outlook reflects its expectation that
APCO's prospective profitability, liquidity and financial leverage
will improve. While the coronavirus pandemic was expected to
negatively impact APCO's revenue and earnings, particularly during
the second quarter, the company generated revenue and earnings
growth for the first nine months of the year as the economy
gradually recovered. APCO was able to adjust its variable expenses
in response to expected lower revenues as well as implement other
cost savings. The company also benefited from lower claims
frequency on its vehicle services contracts given reduced miles
driven during the pandemic. As a result of these actions, APCO's
liquidity has improved and resulted in a full repayment of its
revolver borrowings in the third quarter of 2020.

The affirmation of APCO's ratings reflects its leading position as
a marketer and administrator of vehicle service contracts, its
fee-oriented operating model with no material underwriting risk and
its historically good free-cash-flow metrics. Offsetting these
strengths are the company's limited size and its largely monoline
business profile, which is strongly tied to US auto sales and
economic cycles. The vehicle service contract industry has some
large, well-established competitors, including third-party
administrators, insurers and original equipment manufacturers.
Other risks include the company's aggressive financial leverage and
weak interest coverage.

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

Factors that could lead to an upgrade of APCO's ratings include:
track record of reducing debt, (EBITDA - capex) coverage of
interest exceeding 1.5x, and free-cash-flow-to-debt ratio exceeding
3%.

Factors that could return the outlook to stable include delay in
reducing financial leverage, EBITDA - capex coverage of interest
consistently below 1.5x, and free-cash-flow-to-debt ratio below
3%.

Moody's has affirmed the following ratings:

Corporate family rating at Caa1;

Probability of default rating at Caa1-PD;

$20 million first-lien senior secured revolving credit facility
maturing in 2023 to Caa1(LGD3);

$220 million first-lien senior secured term loan maturing in 2025
to Caa1(LGD3).

Outlook: revised to positive from negative

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.


ARBOR PHARMACEUTICALS: Moody's Completes Review, Retains B3 CFR
---------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Arbor Pharmaceuticals, LLC and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology, recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Arbor's B3 Corporate Family Rating reflects its modest size with
revenues of less than $300 million and high financial leverage.
Arbor has faced setbacks in several new product development
projects exposing it to generic competition and/or constraining
growth. Arbor's ratings continue to be supported by high gross
margins and minimal capital expenditures as well as a significant
cash balance.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.


ASHFORD HOSPITALITY: May File for Bankruptcy Absent Financing
-------------------------------------------------------------
Ashford Hospitality Trust Inc. said it may have to file for
bankruptcy early in the 2021 fiscal year if it can't secure
additional financing to help it weather the pandemic-driven travel
slump.

The real estate investment trust said in a Dec. 21 filing with the
Securities and Exchange Commission that it has been engaged in a
process regarding a potential financing.  The Company anticipates
that any financing ultimately entered into may provide for:

    (i) an initial loan of approximately $200 million or more,

   (ii) the issuance, as part of the consideration for the initial
loan, of 19.9% of the Company's issued and outstanding common stock
or other comparable equity participation structures in lieu of
upfront common stock or warrants,

  (iii) potential advances of additional loans at the Company's
election which would likely require, if drawn, the issuance of a
substantial amount of additional shares of common stock, however,
at this time the Company does not believe that such potential
advances will be needed or drawn and

   (iv) interest rates with an amount and structure generally
consistent with similar facilities for highly distressed borrowers.
Any debt financing ultimately entered into may also include other
provisions beneficial to lenders and consistent with similar
facilities for highly distressed borrowers, including exit fees,
minimum rates of return, or other provisions designed to provide
lenders with their targeted rates of return.

"There can be no assurance that the Company will be successful in
executing a binding agreement for any lending party to provide
financing to the Company, and if a financing with a party is
consummated, it may be on terms materially different than those
indicated above.  If we are unable to consummate a financing
transaction as a result of this process, we estimate that our
existing capital resources will only be sufficient to fund our
operations into the early part of fiscal year 2021 and we would
need to seek additional sources of capital, such as a potential
bridge loan or asset sales, including hotels that the Company is
currently marketing for sale.  If we are unable to raise additional
capital to fund our business, we may need to seek bankruptcy court
protection," the Company said.

                About Ashford Hospitality Trust

Ashford Hospitality Trust, Inc., together with its subsidiaries, is
an externally-advised REIT.  While the company's portfolio
currently consists of upscale hotels and upper upscale full-service
hotels, our investment strategy is predominantly focused on
investing in upper upscale full-service hotels in the U.S. that
have a revenue per available room ("RevPAR") generally less than
two times the U.S. national average.  The company is based in
Dallas, Texas.


BACARDI LIMITED: Moody's Completes Review, Retains Ba1 Rating
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Bacardi Limited and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review in which Moody's reassessed the appropriateness of
the ratings in the context of the relevant principal
methodology(ies), recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Bacardi Limited (Ba1) is the largest privately held spirits
company, with many well positioned brands in growing categories,
good and growing product diversity as well as attractive margins
and a low tax rate. The company faces challenges due to high
financial leverage following the 2018 acquisition of Patron, brand
growth challenges in certain markets, premium spirits focus and US
concentration, which can boost profitability but increases exposure
to US economic downturns. However the company has performed well
during the coronavirus pandemic despite on premise shutdowns in
many markets and steep declines in travel retail, because off
premise sales of premium products have been strong in some markets
and the company cut costs to more than offset the top line and
volume pressures.

The principal methodology used for this review was Alcoholic
Beverages Methodology published in February 2020.


BANESCO USA: Fitch Affirms & Then Withdraws 'BB-' LongTerm IDR
--------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Banesco USA's (BNSC)
Long-Term Issuer Default Rating (IDR) at 'BB-'. The withdrawal is
being made for commercial reasons. The long-term Rating Outlook at
the time of the withdrawal was Negative, in line with Fitch's
assessment of the Asset Quality rating factor, given the moderately
increased level of non-performing assets (NPA), and loan
concentration in commercial real estate (CRE) and by geography.

The rating has been withdrawn for commercial reasons.

KEY RATING DRIVERS

In affirming BNSC's ratings, Fitch is recognizing that the bank
continues to maintain adequate headroom relative to its current
rating and that performance through 3Q20 has been in-line with
Fitch's expectations following BNSC's annual review in August 2020.
In maintaining the Negative Outlook, Fitch recognizes that downside
risks related to the coronavirus pandemic remain elevated,
consistent with the current Negative Rating Outlook for U.S. Banks,
broadly. Fitch recognizes that BNSC entered the pandemic on a
reasonably sound footing, having successfully completed its
acquisition of Brickell Bank in the second half of 2019.

The successful execution of this merger as well as Fitch's view
that the bank is managed by an experienced team of senior managers
that have demonstrated progress in executing a rational and clearly
articulated strategy, is reflected in the Positive Outlook on
BNSC's Management and Strategy factor score.

Fitch notes efforts made by BNSC in recent years to strengthen risk
controls and views its ability to attract foreign correspondent
banking relationships as evidence of a competitive advantage
created by its BSA/AML program. While this segment gives BNSC
greater revenue diversity and a channel with which to grow fee
income, Fitch continues to recognize the risks inherent to this
business that are outside of what is typical for a community bank,
which is reflected in BNSC's Risk Appetite factor score of 'bb-'.

Asset quality, which had remained stable in the benign credit
environment prior to the pandemic, has weakened more recently
largely due to a non-pandemic related bankruptcy, with NPA
gradually increasing to 0.91% as of 3Q20 from 0.60% at the
beginning of 2020. While declining, BNSC maintains notable exposure
to CRE at 293% of Tier 1 capital and ALLL, which, along with the
geographic concentration of its loan portfolio, is viewed by Fitch
as a ratings constraint. Further, BNSC has notable exposure to CRE
segments that are likely to be more severely impacted as the
economic disruption of the pandemic continues, including hotels,
retail and construction.

BNSC currently maintains adequate headroom at its Asset Quality
factor score of 'bb'. However, in maintaining a Negative Outlook on
this score, Fitch is signalling that these more concentrated and
sensitive segments have the potential to generate loan losses,
should disruption from the pandemic persist.

Fitch notes positively that BNSC has remained profitable through
the early stages of the pandemic, despite elevated loan loss
provisions. However, Fitch also notes that profitability has been
supported by elevated levels of nonrecurring items, such as
realized gains on securities. Core earnings could be pressured
should provisions remain elevated for a sustained period, or if
they should increase notably due to an unforeseen spike in
non-accruing loans. Fitch views BNSC's Earnings & Profitability
factor score of 'bb' as well situated and incorporating an
expectation of some earnings variability.

With a CET1 ratio of 12.06% as of 3Q20, Fitch views BNSC's capital
as adequate given its risk profile, noting that risk-weighted
assets have remained stable since the onset of the pandemic. Fitch
also notes that capital levels returned to prior levels shortly
after completion of BNSC's acquisition of Brickell Bank, addressing
a ratings sensitivity previously highlighted by the agency,
concerning the restoring of capital to pre-acquisition levels.

BNSC has historically sourced funding through a large pool of
international deposits. While these deposits have traditionally
been very stable and price insensitive, Fitch views positively the
banks efforts to source a greater proportion of deposits
domestically, noting that a majority of deposits are now sourced
from U.S. based customers. At the end of 2019, BNSC also began a
remixing of deposits, rolling off a portion of higher cost CD's,
which has helped lower its cost of deposits by 38 bps to 0.88%
since the beginning of 2020. This action has also had the effect of
tightening liquidity, with BNSC's loans-to-deposits ratio
increasing to 96.9% as of 3Q20, having run in the 80s for most of
2019. Despite this, its loans-to-deposits ratio remains consistent
with its Funding and Liquidity score of 'bb'.

DERIVATION SUMMARY

Long- and Short-Term Deposit Ratings

BNSC's uninsured deposit ratings are rated one notch higher than
its IDR because U.S. uninsured deposits benefit from depositor
preference. U.S. depositor preference gives deposit liabilities

superior recovery prospects in the event of default.

Support Rating and Support Rating Floor

BNSC has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, BNSC is not systemically important, and the
probability of support is therefore unlikely. IDRs and VRs do not
incorporate any support.

RATING SENSITIVITIES

Given the withdrawal of the ratings, sensitivities are no longer
applicable.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


BAUSCH HEALTH: Moody's Completes Review, Retains B2 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Bausch Health Companies Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology, recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Bausch Health's B2 Corporate Family Rating reflects its good scale
and diversity, its strong margins, and its solid market positions
in eyecare, gastroenterology and dermatology. However the rating is
constrained by high financial leverage. The company is evaluating
the potential spinoff of its global eyecare business. Such a
transaction would increase business risks of the remaining company,
including outstanding legal investigations and an unresolved patent
challenge on Xifaxan -- the company's largest product. However, the
spinoff would also likely result in significant deleveraging based
on management's debt/EBITDA target of 5.5x for the remaining
entity.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.  


BENNETT ENTERPRISES: Lounge in Chapter 11 After Announcing Closure
------------------------------------------------------------------
Jim Walsh of Cherry Hill Courier-Post reports that the operator of
longtime Sea Isle City lounge, Bennett Enterprises Inc., has sought
bankruptcy protection to reorganize its finances under federal
bankruptcy protection.

Bennett Enterprises Inc. reported unsecured debts of about $1
million in a voluntary filing for Chapter 11 protection, according
to records in federal bankruptcy court in Camden.

The firm formerly operated as LaCosta Lounge and Deck Bar at 4000
Landis Avenue, according to its filing.

The lounge, which opened in 1972, announced its closing in a
Facebook post in September 2020.

"It's last call after all," said the post, which thanked "anyone
who has walked through our doors over the last 48 years!"

"We have been lucky enough to be part of many surprise parties,
reunions, birthdays, and engagements," said the post, which also
noted "so many amazing bands have played on our stages over the
years."

Bennett Enterprises also operated as Coast Motel, Casino Steaks and
Pizzeria and LaCosta Package Goods, also at the Landis Avenue
address, according to the filing.

he filing identified Newfield National Bank as having the largest
unsecured claim of about $843,000.

                  About Bennett Enterprises

Sea Isle City, New Jersey-based Bennett Enterprises, Inc., sought
Chapter 11 protection (Bankr. D.N.J. Case No. 20-23761) on Dec. 19,
2020.  The Debtor estimated assets and liabilities of $1 million to
$10 million.  Ira R. Deiches of DEICHES & FERSCHMANN, serves as
counsel to the Debtor.


BLACKBRUSH OIL: S&P Assigns 'CCC+' ICR; Outlook Negative
--------------------------------------------------------
S&P Global Ratings assigned a 'CCC+' issuer credit rating to
BlackBrush Oil & Gas L.P. S&P also assigned a 'B' rating to the
company's term loan, with a recovery rating of '1'.

The negative outlook reflects S&P's expectation of negative free
cash flow generation, the company's high debt leverage, including
S&P's adjustments, limited access to capital markets, and liquidity
limited to cash on hand.

San Antonio, Texas-based exploration and production company issued
a $75 million first-lien term loan after an out-of-court
restructuring with its lenders in September 2020.

The restructuring included the $75 million first-lien term loan due
in 2025 priced at LIBOR + 500 and a 2% PIK, $225 million of
preferred equity with a mandatory redemption in 2026 and a 1% PIK,
and 70% of the company's common equity. Ares and management
retained 30% of the common equity.

BlackBrush has a small production and reserve base and relatively
high nonoperated exposure.   S&P said, "We assess BlackBrush's
business risk as vulnerable. BlackBrush is the smallest exploration
and production (E&P) company that we rate, with expected production
of around 6 thousand barrels of oil equivalent per day (Mboe/d_ to
6.5 Mboe/d in 2020, decreasing to 4.0 Mboe/d to 4.5 Mboe/d in 2021
under our base-case scenario as the company tries to preserve cash
on the balance sheet." The company's reserve base was approximately
32.7 Mboe at year-end 2019. BlackBrush has several acreage
positions across South Texas and Louisiana with 1,341 net acres in
the Eagle Ford basin in Karnes County, Texas, 41,010 net acres in
McMullen and LaSalle counties, Texas (STS area), 26,430 net Austin
Chalk acres in Frio and LaSalle counties, Texas (Frio area), 41,862
net Eagle Ford acres in Maverick and Zavala counties, Texas
(Chittim area), about 2,836 gross acres in East Texas' Giddings
Field, and 28,692 gross acres in Central Louisiana in an emerging
Austin Chalk play. The company's near-term plan is to limit most of
its capital spending to its Karnes County assets, where it has
about 61 wells online. The company expects to have about a 42%
working interest on new wells drilled in 2021. The company also
owns interests in 36 wells in the STS area and 39 wells in the Frio
asset area. S&P expects little capital spending over the near term
in Chittim, which has eight wells producing, East Texas, which has
one well producing, and Louisiana, which has three wells producing,
unless commodity prices increase.

Limited capital resources and liquidity will constrain development
efforts.   BlackBrush received about $24.5 million by monetizing
its hedge book in first-quarter 2020, providing near-term cash on
the balance sheet. However, the company has limited additional
hedges and is subject to commodity price swings, which have become
more pronounced over the past 18 months. Additionally, our
base-case scenario expects continued production declines, and has
the company generating negative free cash flow in 2021 and 2022
despite reduced capital expenditure (capex). Additionally,
BlackBrush does not have access to a credit facility and must rely
only on cash on hand and operating cash flow to drive production.
BlackBrush was in discussions with another company earlier in the
year to form a DrillCo., which was suspended due to the global
pandemic. Management has indicated there is opportunity to continue
negotiations into an agreement that would provide for additional
optionality to fund an increased drilling operation.

S&P said, "We assess BlackBrush's financial risk as highly
leveraged based on private equity ownership and our adjusted debt
metrics.   The company is majority owned by numerous financial
sponsors including Bain Capital Credit L.P., CVC Credit Partners,
Orix Finance Group, Tennenbaum Capital Partners LLC, Riverstone
Capital Management LLC, and ARES. Additionally, we give minimum
equity content to the company's $225 million preferred equity,
which we include as debt in our financial calculations. Including
S&P Global Ratings' adjustments, we forecast funds from operations
(FFO) to debt below 10% and debt to EBITDA above 15x in 2021."

"The negative outlook reflects our expectation of negative free
cash flow generation that could erode liquidity if operational
performance or hydrocarbon prices do not meet our assumptions,
compounded by the company's limited access to capital markets.
Additionally, debt leverage is at a level we consider unsustainable
and could lead to some form of refinancing we could view as
distressed if cash flow expectations are not met."

S&P could lower the rating if BlackBrush's liquidity weakens or if
the company announces a transaction that it could view as
distressed. Such a scenario is possible if:

-- BlackBrush cannot generate enough cash to meet is financial
obligations;

-- Commodity prices decrease below our expectations; or

-- Negative cash flow is greater than expected.

S&P could revise the outlook to stable if:

-- Cash flow generation is higher than expectations;;

-- It continues to increase production and reserves; and

-- It maintains adequate liquidity.


BLUE RIBBON: Moody's Completes Review, Retains Caa1 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Blue Ribbon, LLC and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review in which Moody's reassessed the appropriateness of
the ratings in the context of the relevant principal
methodology(ies), recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Blue Ribbon's Caa1 Corporate Family Rating reflects the refinancing
risk associated with its revolver and term loan maturities in June
and November of 2021, respectively, high financial leverage,
limited geographic diversity, high revenue concentration in the
Pabst Blue Ribbon brand (close to 50% of sales), sales volumes
declines and COVID related pressures. The company continues to have
strong market position in the sub-premium beer segment and has
lowered costs which will support deleveraging. It also has a long
term supply agreement in place.

The principal methodology used for this review was Alcoholic
Beverages Methodology published in February 2020.


BROWN JORDAN: Moody's Lowers CFR to Caa1, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
Brown Jordan Inc. to Caa1 from B3, the Probability of Default
Rating to Caa1-PD from B3-PD and senior secured first lien term
loan rating to Caa1 from B3. The outlook was revised to stable from
negative.

The downgrade reflects slowing demand for outdoor furniture
products primarily within the hospitality sector, which represents
approximately 40% of Brown Jordan's sales, and will lead to
significant underperformance in earnings and a deterioration in
credit metrics relative to Moody's prior forecast. The stable
outlook reflects Moody's expectations for gradual recovery of
operations beginning in 2021, supported by a substantial backlog
with the residential segment. Moody's expects Brown Jordan to
maintain adequate liquidity over the next 18 months, which also
supports the stable outlook.

Downgrades:

Issuer: Brown Jordan Inc.

Corporate Family Rating, Downgraded to Caa1 from B3

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

Gtd. Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD4)
from B3 (LGD4)

Outlook Actions:

Issuer: Brown Jordan Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Brown Jordan's Caa1 CFR is constrained by very high financial
leverage, which will remain above 7x over the next 12 months, the
highly discretionary nature of the company's products in the
consumer segment as well as the resulting sensitivity to consumer
spending levels and industry cyclicality. The rating also considers
the company's small scale relative to industry peers, which is
somewhat offset by the diversity of brands and product price points
offered as well as the multiple end markets served, including
hospitality, consumer, multifamily and commercial sectors. Further
supporting the rating is a periodic six to seven year renovation
cycle in the hospitality market that helps create recurring revenue
streams and the inherent stability in the repair and remodel
segment, which tends to be less volatile during weaker economic
conditions compared to new construction/projects. The rating also
reflects Moody's consideration of governance characteristics,
including long-term risks of possible shareholder friendly actions
given private equity ownership.

Moody's expects Brown Jordan to maintain adequate liquidity over
the next 12-18 months, which incorporates $32 million in cash at
the end of Q3 2020 and access to a $35 million revolver. Moody's
also expects the company to maintain compliance with its term loan
covenants, which were amended in the third quarter of 2020 to
provide additional headroom by temporarily replacing the net
leverage trigger with a minimum EBITDA trigger through Q2 2021. The
net leverage covenant will be reinstated at a higher level
beginning in Q3 2021 with quarterly step downs through the end of
2022.

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

The ratings could be upgraded should the company reduce adjusted
debt to EBITDA below 6.25x and adjusted EBITA to interest expense
increases above 1.5x. An upgrade would also require maintenance of
adequate liquidity and positive free cash flow.

The ratings could be downgraded if adjusted debt to EBITDA is
maintained above 8.0x and adjusted EBITA to interest expense fails
to improve closer to 1.0x. Significant weakening of liquidity,
including sustained negative free cash flow, could also trigger a
downgrade. Finally, a downgrade would result if the likelihood of a
restructuring resulting in a reduction in recovery prospects for
creditors or a default increases.

Headquartered in St. Augustine, FL, Brown Jordan Inc. is a
designer, manufacturer and distributer of indoor and outdoor
furniture for both consumers and commercial markets, particularly
in the hospitality space. The company sells its products under the
brand names of Charter, Tropitone, Texacraft/Winston, Castelle, and
Brown Jordan. Since 2017, Brown Jordan is owned by private equity
firm Littlejohn and Co. In the LTM period ended September 26, 2020,
the company generated approximately $264 million in revenue.

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


BRUCE COPELAND: Appeal Dismissed for Lack of Jurisdiction
---------------------------------------------------------
Judge Brantley Starr of the United States District Court for the
Northern District of Texas, Dallas Division dismissed the pro se
notice of appeal filed by Bruce Dwain Copeland in the case
captioned BRUCE DWAIN COPELAND, Debtor and Appellant, v. WILLIAM T.
NEARY, US Trustee and Appellee, Civil Action No. 3:20-CV-00348-X
(N.D. Tex.).

Copeland filed a pro se voluntary petition for relief under Chapter
11 of the Bankruptcy Code, his seventh pro se bankruptcy filing
since 2005.  Because Copeland is a frequent bankruptcy filer and
failed to comply with the guidelines, the United States Trustee
moved to dismiss his bankruptcy case with prejudice to refiling for
two years.  On December 5, 2019, the bankruptcy court entered an
order granting the U.S. Trustee's motion.

Copeland moved for reconsideration of the dismissal order on
December 16, 2019, but this was denied by the bankruptcy court on
December 18, 2019.

On January 23, 2020, Copeland filed a Notice of Appeal Out of Time
seeking review of the reconsideration order.  The U.S. Trustee
argued that the Court lacks jurisdiction to consider Copeland's
appeal because it was filed after the 14-day appeal period, and the
bankruptcy court did not grant any extensions to the deadline or
special leaves to file an appeal.  Copeland explained that he
thought his appeal was an interlocutory appeal and urged the Court
to accept the appeal as timely.

Judge Starr agreed with the U.S. Trustee.  The judge pointed out
that it is undisputed that Copeland filed his appeal after the
14-day appeal deadline and did not attempt to extend the deadline
or otherwise cure the lateness through a method proscribed in the
Federal Rules of Bankruptcy Procedure. The judge also added that
even if Copeland's appeal was interlocutory, it would still be
untimely.

A full-text copy of Judge Starr's memorandum opinion and order
dated December 16, 2020 is available at
https://tinyurl.com/ybopojhx from Leagle.com.

                    About Bruce Copeland

Bruce Dwain Copeland filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 19-33157) on September 24, 2019.


CAMBER ENERGY: Closes Acquisition of 51% Stake in Viking Energy
---------------------------------------------------------------
Camber Energy, Inc. entered into a securities purchase agreement
with Viking Energy Group, Inc. on Dec. 23, 2020, to acquire
236,470,588 shares of Viking common stock, constituting 51% of the
common stock of Viking, in consideration of (i) the payment of
$10,900,000 in cash by Camber to Viking (the "Cash Purchase
Price"), and (ii) Camber canceling $9,200,000 in promissory notes
previously issued to Camber by Viking (the Feb. 3, 2020 promissory
note for $5,000,000, and the June 25, 2020 promissory note for
$4,200,000, collectively the "Viking Notes").  Pursuant to the
Purchase Agreement, Viking is obligated to issue additional shares
of Viking common stock to Camber to ensure that Camber shall own at
least 51% of the common stock of Viking through July 1, 2022.

In connection with the Acquisition, on Dec. 23, 2020, Camber also
entered into (i) a termination agreement with Viking terminating
the Amended and Restated Agreement and Plan of Merger, dated Aug.
31, 2020, as amended to date, and (ii) an Assignment of Membership
Interests with Viking assigning Camber's interests in one of
Viking's subsidiaries, Elysium Energy Holdings, LLC, back to
Viking. Also in connection with the Acquisition, on Dec. 23, 2020,
Camber (i) borrowed $12,000,000 from an institutional investor;
(ii) issued the Investor a promissory note in the principal amount
of $12,000,000 (the "Investor Note"), accruing interest at the rate
of 10% per annum and maturing Dec. 11, 2022, or immediately if
Camber has not either consummated a merger with Viking by March 11,
2021, or increased its authorized capital stock by such date; (iii)
granted the Investor a first-priority security interest in the
Viking Shares and Camber's other assets pursuant to a Security
Agreement-Pledge, and a general security agreement, respectively;
and (iv) entered into an amendment to Camber's $6,000,000
promissory note previously issued to the Investor dated Dec. 11,
2020, amending the acceleration provision of the note to provide
that the note repayment obligations would also not accelerate if
Camber has increased its authorized capital stock by March 11,
2021.

On Dec. 23, 2020, the Investor Note was funded, and Camber closed
the Acquisition, paying the Cash Purchase Price to Viking and
cancelling the Viking Notes.

                      New CEO & CFO Appointments

In connection with the Acquisition, on Dec. 23, 2020, James A.
Doris was appointed as Camber's chief executive officer and a
member of Camber's Board of Directors, Frank W. Barker, Jr., was
appointed as Camber's chief financial officer, Robert K. Green was
appointed as a member of Camber's Board of Directors, Louis Schott
resigned as interim chief executive officer of Camber, and Robert
Schleizer resigned as the chief financial officer and as a member
of the Board of Directors of Camber.  The resignations of Mr.
Schott and Mr. Schleizer were not the result of any disagreement
with Camber.  Mr. Doris is currently the chief executive officer
and a member of the Board of Directors of Viking, and Mr. Barker is
currently the chief financial officer of Viking.

James A. Doris, 48 years old, has over 28 years of experience
negotiating a variety of national and international business
transactions, and has been the driving force behind Viking's
growth. He has assembled a sophisticated and talented operational
and technical team and closed several acquisitions and financing
transactions to enhance Viking's profile in the oil and gas sector
and will play an integral role in formulating and executing
Camber's strategic plan going forward.  Formerly a lawyer in
Canada, Mr. Doris represented domestic and foreign clients
regarding their investment activities in Canada for over 17 years.
Mr. Doris graduated cum laude from the University of Ottawa.  Mr.
Doris has been the chief executive officer of Viking since December
2014.

Robert Green, 58 years old, is a former Fortune 100 chief executive
officer in the energy, telecommunication and utility industries,
and has extensive experience in capital markets, mergers and
acquisitions, and regulatory and legislative strategies.  Mr. Green
has served on the boards of directors of seven publicly traded
companies and was elected chairman of the board of two New York
Stock Exchange (NYSE) companies and three other publicly listed
companies.  He guided these companies and others in capital markets
strategies involving initial public offerings (IPOs) and private
investments with a combined value of more than $5 billion and more
than 50 merger, acquisition and divestiture transactions, some of
which surpassed $1 billion.  Mr. Green has been a Partner at the
law firm Husch Blackwell since 2003.

Frank Barker Jr., 65 years old, is a Certified Public Accountant
with over 40 years of experience providing strategic, managerial,
operational, financial, accounting and tax-related services in
various capacities to both public and private entities.  Mr. Barker
has served as the chief financial officer of several
publicly-traded companies, including for Viking for the past three
years.  Mr. Barker received a B.A. in Accounting and Finance from
the University of South Florida.  Mr. Barker has been the chief
financial officer of Viking Energy Group, Inc. since December 2017,
and he was a director of Viking from December 2017 through August
2018.

Messrs. Doris, Green and Barker have not yet entered into any
management plans, contracts or arrangements with Camber.

                            About Camber Energy

Based in Houston, Texas, Camber Energy -- http://www.camber.energy
-- is primarily engaged in the acquisition, development and sale of
crude oil, natural gas and natural gas liquids from various known
productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.

Camber Energy reported a net loss of $3.86 million for the year
ended March 31, 2020, compared to net income of $16.64 million for
the year ended March 31, 2019.  As of Sept. 30, 2020, the Company
had $11.79 million in total assets, $1.61 million in total
liabilities, $6 million in preferred stock (series C), and $4.18
million in total stockholders' equity.

Marcum LLP, in Houston, Texas, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 29,
2020, citing that the Company has incurred significant losses from
operations and had an accumulated deficit as of March 31, 2020 and
2019.  These factors raise substantial doubt about its ability to
continue as a going concern.


CAMBER ENERGY: D&Os to Get Bonuses Following Viking Acquisition
---------------------------------------------------------------
The Board of Directors of Camber Energy, Inc. entered into First
Amendments to the Past Service Payment and Success Bonus Agreements
entered into on Aug. 31, 2020, with each non-executive member of
the Board of Directors, and each of Louis G. Schott, the Company's
interim chief executive officer and Robert Schleizer, the Company's
chief financial officer.  Pursuant to those agreements as amended:
each non-executive director, and each officer, of the Company, is
to receive, contingent upon closing the acquisition of majority
voting control of Viking Energy Group, Inc., a payment of $100,000
in consideration for past services provided to the Company through
the date of the acquisition as a member of the Board of
Directors/officer, and $50,000 as a success bonus for the Company's
successful completion of the acquisition.

                         About Camber Energy

Based in Houston, Texas, Camber Energy -- http://www.camber.energy
-- is primarily engaged in the acquisition, development and sale of
crude oil, natural gas and natural gas liquids from various known
productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.

Camber Energy reported a net loss of $3.86 million for the year
ended March 31, 2020, compared to net income of $16.64 million for
the year ended March 31, 2019.  As of Sept. 30, 2020, the Company
had $11.79 million in total assets, $1.61 million in total
liabilities, $6 million in preferred stock (series C), and $4.18
million in total stockholders' equity.

Marcum LLP, in Houston, Texas, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 29,
2020, citing that the Company has incurred significant losses from
operations and had an accumulated deficit as of March 31, 2020 and
2019.  These factors raise substantial doubt about its ability to
continue as a going concern.


CAN COMMUNITY: Fitch Withdraws 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has withdrawn the 'BB+' rating on the following bonds
as they did not sell:

-- CAN Community Health, Inc. (FL) taxable bonds series 2020.
    Previous Rating: BB+/Outlook Stable.

In addition, Fitch has withdrawn the following Issuer Default
Rating (IDR) as it is no longer considered by Fitch to be relevant
to the agency's coverage:

-- CAN Community Health, Inc. (FL) IDR. Previous Rating:
    'BB+'/Rating Outlook Stable.

Following the withdrawal of CAN Community Health, Inc.'s ratings,
Fitch will no longer be providing the associated ESG Relevance
Scores for the issuer.

Fitch has withdrawn the ratings as the forthcoming debt issue
carrying an expected rating is no longer expected to proceed as
previously envisaged.


CARDTRONICS PLC: S&P Places 'BB' ICR on CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings placed its 'BB' issuer credit rating on
U.S.-based ATM operator Cardtronics PLC on CreditWatch with
negative implications, pending further review of the transaction
and financing-related details.

The CreditWatch placement follows Cardtronics' agreement with
Apollo and Hudson Executive to be acquired for $35 per share in
cash, about a $2.3 billion transaction value. On Dec. 9, 2020,
Cardtronics confirmed that it had received a $31 per share offer
from Apollo and Hudson Executive.

S&P said, "If the transaction closes, we expect downward pressure
on our issuer credit rating on the company. Specifically, we would
expect Cardtronics' new owners to employ more aggressive financial
strategies to maximize their returns, which would likely
deteriorate credit quality. In addition, we would likely
discontinue our netting of the company's cash in our leverage
calculations. Cardtronics adjusted leverage was about 3x at the end
of third-quarter 2020. This adjusted leverage metric is net of $263
million of cash as of Sept. 30, 2020."

"We expect the close of the transaction would likely result in a
change in control. Accordingly, we expect the company's existing
debt will be repaid or redeemed. We intend to withdraw our existing
issue-level and recovery ratings upon redemption."

"We plan to review the company's prospective capital structure,
controlling ownership structure and governance, financial policy,
and business strategy and outlook."

"The negative CreditWatch placement reflects our expectation that
this transaction will likely deteriorate Cardtronics' existing
credit profile through a take-private transaction. Given our
expectation for more aggressive financial policies and higher
adjusted leverage, we would likely lower our issuer credit rating
on the company upon close of the transaction."


CEC ENTERTAINMENT: Second Amended Joint Plan Confirmed by Judge
---------------------------------------------------------------
Judge Marvin Isgur has entered findings of fact, conclusions of
law, and order confirming Second Amended Joint Chapter 11 Plan of
CEC Entertainment, Inc. and its Debtor Affiliates.

The holders of Claims in Class 3 (First Lien Debt Claims), Class 4
(Senior Unsecured Notes Claims), and Class 5 (General Unsecured
Claims) are impaired under the Plan and have voted to accept the
Plan in the numbers and amounts required by Section 1126 of the
Bankruptcy Code.  

The Debtors have proposed the Plan in good faith and not by any
means forbidden by law.  The Plan was negotiated at arm's length
among the Debtors, the Consenting Creditors, the Creditors'
Committee, and their respective advisors.

The Chubb Insurance Contracts shall be assumed by the applicable
Debtor(s) and assigned to AcquisitionCo and the other applicable
Reorganized Debtor(s) such that the Reorganized Debtors (including
AcquisitionCo) will become and remain jointly and severally liable
for all obligations under the Chubb Insurance Contracts regardless
of when they arise.

The Employee Benefits Agreements as defined in the Objection of
Cigna Entities to Debtors' Proposed Cure (the "Cigna Objection")
through which Cigna Behavioral Health, Inc., Life Insurance Company
of North America, and Cigna Life Insurance Company of New York
provide administrative, insurance, and insurance-related services
for the Debtors' employee benefits plan, shall be assumed under the
Plan, and, in lieu of any Cure Amount, all obligations due and
unpaid under the Employee Benefits Agreements accruing prior to the
Effective Date shall be Unimpaired and reinstated, and nothing in
this Order or section 365 of the Bankruptcy Code shall affect such
obligations.  This fully resolves the Cigna Objection.

The Louisiana Department of Revenue (the "LDR") will not be
required to file any request for payment of Administrative Expense
Claims and any such  Administrative Expense Claims will include
interest and penalties the extent provided by section
503(b)(1)(B)-(D) of the Bankruptcy Code.

The Court will hold a status conference on Jan. 20, 2021 at 1:30
p.m.  (Prevailing Central Time) regarding the resolution of
Assumption  Disputes, to the extent not resolved prior to such
time.

A full-text copy of the Plan Confirmation Order and the confirmed
Plan dated December 15, 2020, is available at
https://bit.ly/38x45VQ from PacerMonitor at no charge.

                    About CEC Entertainment

CEC Entertainment -- http://www.chuckecheese.com/-- is a family
entertainment and dining company that owns and operates Chuck E.
Cheese and Peter Piper Pizza restaurants.  As of Dec. 31, 2019, CEC
Entertainment and its franchisees operated a system of 612 Chuck E.
Cheese restaurants and 129 Peter Piper Pizza stores, with locations
in 47 states and 16 foreign countries and territories.

As of Dec. 29, 2019, CEC Entertainment had $2.12 billion in total
assets, $1.90 billion in total liabilities, and $213.78 million in
total stockholders' equity.

On June 24, 2020, CEC Entertainment and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 20-33163).  Judge Marvin Isgur oversees the
cases.

The Debtors have tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel, FTI Consulting, Inc. as financial advisor, PJT Partners LP
as investment banker, Hilco Real Estate, LLC as real estate
advisor, and Prime Clerk, LLC, as claims, noticing and solicitation
agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 13, 2020.  The committee has tapped Kelley Drye &
Warren, LLP and Womble Bond Dickinson (US), LLP as its legal
counsel, and Alvarez & Marsal North America, LLC as its financial
advisor.


CERTARA HOLDCO: Moody's Upgrades CFR to B2 Following IPO
--------------------------------------------------------
Moody's Investors Service upgraded Certara Holdco, Inc.'s Corporate
Family Rating to B2 from B3 following the initial public offering
of Certara's parent company, Certara, Inc. Moody's also raised the
Probability of Default Rating to B2-PD from B3-PD. Concurrently,
Moody's affirmed Certara's Senior Secured Credit Facility rating at
B2 and assigned a Speculative Grade Liquidity rating of SGL-1. The
outlook is positive.

On December 15, Certara closed on the IPO of approximately 33.5
million shares (14,630,000 new shares of common stock, and the rest
through certain selling stockholders), generating net proceeds to
the company of about $311 million. Certara intends to use the
proceeds to repay the $80 million senior unsecured term loan in the
next several weeks, with the remainder to be used for general
corporate purposes.

Upgrades:

Issuer: Certara Holdco, Inc.

Corporate Family Rating, Upgraded to B2 from B3

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

Affirmations:

Issuer: Certara Holdco, Inc.

Senior Secured First Lien Credit Facility, Affirmed at B2 (LGD3)

Assignments:

Issuer: Certara Holdco, Inc.

Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: Certara Holdco, Inc.

Outlook, Changed to Positive from Stable

RATINGS RATIONALE

The ratings upgrade reflects the improvement in credit metrics that
will result from Certara's repayment of the senior unsecured term
loan, which will improve leverage metrics. Proforma for the debt
repayment, debt to EBITDA will improve by a full turn to 4.3x from
5.3x (twelve months ended September 30, 2020, Moody's adjusted).
The revision of the outlook to positive reflects Moody's
expectation that Certara will generate strong revenue growth and
improving leverage metrics over the next 12 to 18 months. The
positive outlook also considers the increased cash balance
(proforma for the IPO and debt repayment), which Moody's believes
provides Certara with considerable capacity for both increased
internal investment and inorganic growth.

The B2 CFR reflects Certara's defensible market position in the
niche biosimulation software and regulatory services market, stable
free cash flow generation and positive secular trends in drug
development and associated services. Certara's key Simcyp
biosimulation modeling software, supplemented by its platform
offering, allows for a strong competitive advantage through its
proprietary modeling data used by pharmaceutical companies in
various stages of the drug development process. Simcyp, along with
other software offerings, provides a recurring base of revenue and
is supported by strong renewal rates in the low-90% range.

At the same time, Certara's rating is constrained by its small
scale and concentrated end market exposure. The company's service
business operates in a highly competitive market with the presence
of smaller providers, internal operations at pharmaceutical
companies and contract research organizations. Additionally,
Certara has a record of inorganic growth strategies which can
increase operational and integration risks at a given time.

The credit profile is impacted by governance considerations.
Although Certara's ownership remains concentrated, with EQT still
holding about 49% of Certara's shares, the IPO has created a
publicly-traded float comprising about 22% of Certara's shares.
Moody's believes that this expanded pool of equityholders provides
both improved public oversight and transparency, and should
encourage the company to follow a more disciplined financial
policy, balancing the interests of creditors and shareholders.

The positive outlook reflects Moody's expectation that Certara's
credit metrics will continue to strengthen from solid revenue
growth in the low-teen digit range and free cash flow growth. Over
the next 12 to 18 months, Moody's expects debt to EBITDA will
decline toward 3.5x and FCF to debt will increase above 20%.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation that Certara will maintain very good liquidity for the
next 12 to 18 months. Pro forma for the IPO, the company will have
about $261 million in cash. Over the next year, Moody's expects the
company will generate $70 million in FCF. The company's liquidity
is also supported by a $20 million revolving credit facility, which
has a springing first lien leverage covenant triggered at 35%
revolver utilization. Moody's anticipates Certara will maintain
good cushion under this covenant for the next 12 months.

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

The ratings could be upgraded if Certara increases revenue scale
and follows a conservative financial policy, including maintaining
leverage below 4x debt to EBITDA and FCF to debt and FCF to debt
above 20%.

The ratings could be downgraded if Certara operating performance or
liquidity weakens, such that debt to EBITDA is expected to be
sustained above 5x or FCF to debt is less than 5%.

The B2 rating of the Senior Secured Credit Facility, which reflects
a single class debt structure following the repayment of the
unsecured term loan, is consistent with the B2 CFR.

The credit facility's collateral, which includes a first priority
lien on all assets, will benefit from the loss absorption of
unsecured liabilities.

The principal methodology used in these ratings was Software
Industry published in August 2018.

Certara Holdco, Inc. is a leading provider of drug development
simulation software and regulatory science publication software and
services. The company had revenues of about $233 million in the
twelve month period ending September 30, 2020. Private equity group
EQT owns approximately 49% of Certara's shares. Approximately 22%
of Certara's shares are publicly-traded.


CHAMINADE UNIVERSITY: Moody's Affirms Ba3 Rating on $22MM Bonds
---------------------------------------------------------------
Moody's Investors Service has revised Chaminade University of
Honolulu's outlook to stable from negative and affirmed the Ba3 on
approximately $22 million of bonds outstanding. The bonds, fully
maturing in 2045, were issued through the Hawaii Department of
Budget and Finance.

RATINGS RATIONALE

The outlook revision to stable reflects three years of relatively
stable enrollment with growing financial reserves and liquidity as
well as favorable and steady cash flow. After a prolonged period of
enrollment decline, the university has exhibited more stability at
current enrollment levels. The effects of the pandemic have been
manageable, with the university generating solid cash flow in
fiscal 2020 with good head room over its debt service coverage
covenant. While the coronavirus pandemic weighs on campus
operations in fiscal 2021, particularly as partial occupancy of
student housing facilities greatly reduces auxiliary revenue,
management anticipates only modest fiscal deterioration in fiscal
2021 as conservative enrollment assumptions were surpassed and
offset a good portion of auxiliary revenue loss. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework
given substantial implications for public health and safety.
Favorably, management expects cash flow to provide sufficient
coverage above the covenant.

Affirmation of Chaminade's Ba3 reflects its small scope of
operations but with program diversification which helps cushion
against pressure in any given market segment, supporting its fair
strategic positioning. Management has a proven track record of
adjusting expenses to match revenue. While enrollment has exhibited
stability in recent years, broader enrollment pressure remains,
with full-time equivalent enrollment down 20% since fall 2015 and
freshmen enrollment trending downward. The rating also considers
the university's high revenue reliance on student charges, limited
financial flexibility due to weak balance sheet reserves cushioning
debt and expenses. Unrestricted liquidity is thin relative to
operations, at approximately $11 million when excluding about $3.5
million of a PPP Loan booked as cash and investments in fiscal
2020. However, liquidity continues to grow steadily, with no
anticipated draws on liquidity to weather a constrained revenue
environment in fiscal 2021.

RATING OUTLOOK

The stable outlook incorporates our expectations that enrollment
will remain generally stable with incremental growth in net tuition
revenue. It anticipates no material use of liquidity in fiscal 2021
and continued good headroom over the debt service coverage
covenant.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

- Significant growth of spendable cash and investments and
liquidity

- Sustained, stable enrollment with consistent growth in net
tuition revenue

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

- Substantially weaker operating performance than anticipated in
fiscal 2021

- Material decline in unrestricted liquidity

- Failure to return to an operating surplus in fiscal 2022

LEGAL SECURITY

The bonds are unconditional obligations of the university, secured
by a pledge of gross revenues as well as a negative mortgage pledge
on the university's facilities. There is one financial covenant
associated with series 2015A and 2015B bonds. The university is
required to maintain debt service coverage of 1.15x, with 2.9x
reported for fiscal 2020. Management anticipates sufficient
coverage in fiscal 2021. The bonds are also secured by a cash
funded debt service reserve fund.

PROFILE

Chaminade University of Honolulu is a small private Marianist
Catholic University located in Honolulu. It reported 1,734
full-time equivalent students in fall 2020 and $48 million of
operating revenue in fiscal 2020. The university was founded in
1955 and is the only Catholic university in the State of Hawaii.

METHODOLOGY

The principal methodology used in these ratings was Higher
Education published in May 2019.


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

The ratings reflect CMC's low cost position and the flexible
operating structure of its electric arc furnace (EAF) steel
production. CMC benefits from exposure to strong construction
demand regions within the U.S. and the European Union, which
provides geographical diversification. The ratings also reflect
Fitch's expectation total debt/EBITDA, below 2.0x in at fiscal
2020, will generally remain below 3.0x. CMC has maintained total
debt/EBITDA below 3.5x over the past five years, in a highly
cyclical steel industry that experienced a significant downturn
during 2015-2016.

Fitch views CMC's vertically integrated business model as
benefiting capacity utilization, supporting its low cost position
and providing some protection against price volatility, leading to
relatively stable margins through the cycle compared with steel
manufacturing peers.

KEY RATING DRIVERS

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

The acquisition significantly increased mill and fabrication
capacity, created opportunities to improve efficiency and lower
costs and expanded CMC's geographical footprint. Mill and
fabrication shipments nearly doubled in fiscal 2019 compared with
fiscal 2018, EBITDA was roughly 40% higher and consolidated EBITDA
margins improved to 11.6% from 8.1%, reflecting CMC's successful
integration the Gerdau assets in a relatively flat rebar price
environment.

Improving Leverage Profile: CMC has maintained total debt/EBITDA
below 3.5x over the past five years, despite operating in a highly
cyclical industry that experienced a meaningful downturn during the
2015-2016 time period. Fitch expects total debt/EBITDA, below 2.0x
at fiscal 2020, to trend toward CMC's 2.0x leverage target and
generally remain below 3.0x. Fitch believes CMC will likely build
cash on the balance sheet during a period of high uncertainty as
the world is impacted by the coronavirus pandemic.

Heavily Levered to Rebar: CMC, the largest producer of rebar in the
U.S., is highly levered to non-residential construction demand and
rebar in particular. Fitch views CMC's heavy exposure to rebar as
partially offset by its low cost position and its fabrication
operations which provide a steady and consistent source of demand.

Additionally, non-residential construction has been one of the
least affected steel end markets by coronavirus to date in Fitch's
view. Construction has remained relatively resilient in 2020 as
opposed to some other end markets such as auto and energy, however,
Fitch expects lower non-residential construction and lower overall
steel demand in 2021 due to coronavirus.

International Footprint Provides Diversification: CMC's operations
are concentrated primarily in strong non-residential construction
demand regions within the U.S. and secondarily in Central Europe.
CMC's operations in Poland, which account for approximately 20% of
total mill capacity, provide diversification from U.S. construction
exposure.

Europe EBITDA margins have contracted in fiscal 2020 partially
driven by elevated imports in Europe. Fitch expects Europe EBITDA
margins to continue to face some pressure in the near-term but to
recover over time driven by EU infrastructure spend and CMC's
investment in its Polish assets to lower the cost structure and
provide a wider variety of products to the markets it serves.

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

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

Vertically Integrated Business Model: CMC's vertically integrated
business model and focus on pull-through volumes benefits
consistent capacity utilization and positions the company as a low
cost producer. Approximately 50%-60% of scrap from CMC's recycling
operations gets sold to CMC's mill operations.

Additionally, nearly 100% of steel supply for its fabrication
operations was sourced internally in fiscal 2020. CMC's recycling
facilities are often located in close proximity to mills, resulting
in reduced transportation costs. Mills also have a steady and
captive source of demand through internal shipments to fabrication
facilities leading to consistent utilization rates across these
segments.

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

DERIVATION SUMMARY

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

KEY ASSUMPTIONS

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

-- Relatively flat rebar prices;

-- North America external shipments decline roughly 8% in fiscal
    2021 and improve modestly to 2019-levels thereafter;

-- EBITDA margins in the 9%-10% range;

-- Capex of $200 million annually through the forecast period;

-- Flat dividends and no acquisitions;

-- Share repurchases of $200 million beginning in fiscal 2024.

RATING SENSITIVITIES

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

-- Total debt/EBITDA sustained below 2.5x;

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

-- Commitment to maintaining a conservative financial policy and
    investment grade credit profile.

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

-- Total debt/EBITDA sustained above 3.5x;

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

-- Depressed metal margins leading to overall EBITDA margins
    sustained below 6%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: At Aug. 31, 2020, CMC had cash and cash
equivalents of USD542 million and USD347 million available under
its USD350 revolving credit facility due 2022. In addition, the
company has approximately USD160 million available under its USD200
million U.S. accounts receivable securitization program and a
PLN220 million (USD54 million available as of Aug. 31, 2020)
accounts receivable securitization program. CMC also has
approximately USD74 million of availability under its Poland credit
facilities.

ESG CONSIDERATIONS

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


CRED INC: Jan. 18 Auction of Substantially All Assets
-----------------------------------------------------
Judge John T. Dorsey of the U.S Bankruptcy Court for the District
of Delaware authorized the bidding procedures proposed by Cred,
Inc., and its affiliates in connection with the auction sale of all
or substantially all their assets.

The Debtors may, as they deem necessary and appropriate in the
prudent exercise of their business judgment and with the consent of
the Official Committee of Unsecured Creditors of Cred Inc., et al.,
execute one or more Stalking Horse Agreements for the Assets (or
any subset of the Assets).  Any bid protections to be granted under
such Stalking Horse Agreement(s) are subject to further order of
the Court, on notice to parties in interest.

If the Debtors have not executed a binding Stalking Horse Agreement
for the Assets on Jan. 15, 2021, the Debtors will terminate any
sale process, which will include the termination of Teneo Capital,
LLC, unless the Debtors and the Committee agree that Teneo will
continue to be retained.

The Assets will not include any cryptocurrency without the written
consent of the Committee.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline & Stalking Horse Bid Deadline: Jan. 6, 2021 at
5:00 p.m. (ET)

     b. Initial Bid: The Purchase Price will exceed the applicable
Stalking Horse Overbid(s)

     c. Deposit: 10% of the Purchase Price

     d. Auction: The Auction, if required, will be conducted at the
offices of Paul Hasting LLP, 600 Travis Street, Fifty-Eighth Floor,
Houston, Texas 77002 on Jan. 18, 2021, at a time to be determined,
or at such other time and location as designated by the Debtors,
provided that the Debtors may designate a telephonic or
video-enabled platform in lieu of an in-person Auction.

     e. Bid Increments: The Debtors will announce increases or
reductions to the Minimum Overbids or the Stalking Horse Overbids,
as applicable, at any time during the Auction.

     f. Sale Hearing: Feb. 3, 2021 at 1:00 p.m. (ET)

     g. Sale Objection Deadline: Jan. 27, 2020 at 5:00 p.m. (ET)

Promptly after the conclusion of the Auction, the Debtors will file
with the Court, serve on the Sale Notice Parties and cause to be
published on the website maintained by Donlin Recano & Co., the
Debtors' claims and noticing agent, at
https://www.donlinrecano.com/cred, the results of the Auction.

If a Successful Bidder fails to consummate the approved Sale, a
hearing to authorize the assumption and assignment of Proposed
Assumed Contracts to the applicable Backup Bidder(s) will be held
on no less than five business days' notice, with objections due at
least one business day prior to such hearing, unless otherwise
ordered by the Court.  For the avoidance of doubt, the scope of
such hearing will be limited to issues relating to the adequate
assurance of future performance by the applicable Backup Bidder(s).


The Sale Notice is approved.

Within two days of entry of the Order, the Debtors will serve the
Sale Notice on the Sale Notice Parties.

The Notice of Proposed Assumed Contracts is approved.

After the selection of a Successful Bid, and only if the Sale(s)
includes the transfer of customer information, the U.S. Trustee is
directed to appoint a consumer privacy ombudsman in accordance with
section 332(a) of the Bankruptcy Code by no later than the date
that is seven days prior to the date of the Sale Hearing.

The requirements of Bankruptcy Rule 6004(a) are satisfied.

All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).

A copy of the Bidding Procedures is available at
https://bit.ly/3rodMhT from PacerMonitor.com free of charge.
     
                         About CRED Inc.

Cred Inc. is a cryptocurrency platform that accepts loans of
cryptocurrency from non-U.S. persons and pays interest on those
loans.  Cred -- https://mycred.io -- is a global financial services
platform serving customers in over 100 countries.  Cred is a
licensed lender and allows some borrowers to earn a yield on
cryptocurrency pledged as collateral.

Cred Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-12836) on Nov. 7, 2020.  Cred was
estimated to have assets of $50 million to $100 million and
liabilities of $100 million to $500 million as of the bankruptcy
filing.

The Debtors have tapped Paul Hastings LLP as their bankruptcy
counsel, Cousins Law LLC as local counsel, and MACCO Restructuring
Group, LLC as financial advisor.  Donlin, Recano & Company, Inc.,
is the claims agent.


CRESTVIEW HOSPITALITY: Feb. 22, 2021 Disclosure Hearing Set
-----------------------------------------------------------
On Dec. 11, 2020, debtor Crestview Hospitality LLC filed with the
U.S. Bankruptcy Court for the Northern District of Florida,
Pensacola Division, a disclosure statement and a plan.  On Dec. 15,
2020, Judge Henry A. Callaway ordered that:

   * Feb. 22, 2021, at 9:30 a.m., Central Time, via Telephone
Conference is the hearing to consider the approval of the
disclosure statement.

   * Feb. 16, 2021, is fixed as the last day for filing and serving
written objections to the disclosure statement.

   * Jan. 25, 2021, is fixed as the last day for the
debtor−in−possession or proponent of the plan to transmit the
disclosure statement and plan to any trustee, each committee
appointed pursuant to 11 U.S.C. Sec. 1102, the Securities and
Exchange Commission and any party in interest who has requested or
requests in writing a copy of the disclosure statement and plan.

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

                  About Crestview Hospitality

Crestview Hospitality LLC, a company based in Crestview, Fla.,
filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 20-30704) on
Aug. 12, 2020.  In the petition signed by Martha S. Colbert,
manager, the Debtor disclosed $4,939,804 in assets and $3,790,327
in liabilities.  Wilson Harrell Farrington Ford Wilson Spain &
Parsons, P.A. serves as Debtor's bankruptcy counsel.


CRESTVIEW HOSPITALITY: Unsecureds to be Paid in Full Over Time
--------------------------------------------------------------
Crestview Hospitality, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Florida, Pensacola Division, a Plan of
Reorganization and a Disclosure Statement on Dec. 11, 2020.

The Debtor operates a 75-room Comfort Inn and Suites hotel located
at 900 Southcrest Drive, Crestview, Florida at the Highway 85 Exit
on Interstate 10 in Crestview. The Plan proposes to pay its
creditors from revenues generated from the operating of the hotel.

Unsecured creditors will be paid in full with the allowed amount of
the unsecured claim amortized over 30 years with a 10-year
balloon.

All executory contracts will be assumed by the Debtor with any
arrearages being cured by the confirmation date, or as otherwise
set forth in the Plan or any Orders entered by the Court authoring
the Debtor to assume executory contracts.

The Debtor proposes to fund its Chapter 11 Plan through the income
received from the operation of the Hotel Property.  All
distributions required under the Plan to Holders of Allowed Claims
shall be made on or after the effective date.

A full-text copy of the disclosure statement dated Dec. 11, 2020,
is available at https://bit.ly/3mC5DTt from PacerMonitor at no
charge.

                   About Crestview Hospitality

Crestview Hospitality LLC, a company based in Crestview, Fla.,
filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 20-30704) on
Aug. 12, 2020.  In the petition signed by Martha S. Colbert,
manager, the Debtor disclosed $4,939,804 in assets and $3,790,327
in liabilities.  Wilson Harrell Farrington Ford Wilson Spain &
Parsons, P.A., serves as the Debtor's bankruptcy counsel.


DIAMONDBACK ENERGY: Moody's Retains Ba1 CFR Amid $3.1BB Acquisition
-------------------------------------------------------------------
Moody's Investors Service views Diamondback Energy, Inc.'s
announced $3.1 billion of acquisitions as long-term credit
positive, although these transactions will not immediately impact
the company's Ba1 corporate family rating or its stable outlook.
However, if oil prices rise and appear sustainable at a higher
level, Moody's could consider a positive rating action in 2021.

Diamondback announced on December 21, 2020 that it has entered into
an agreement to acquire QEP Resources, Inc. (B2 negative) in a
stock-for-stock deal valued at $2.2 billion, including $1.6 billion
of QEP net debt. Diamondback simultaneously announced a separate
transaction involving Guidon Operating LLC (Guidon, unrated), a
Blackstone backed private Midland Basin company, whereby
Diamondback has agreed to acquire all of Guidon's leasehold
interests and related assets in the Midland Basin, in exchange for
10.63 million of Diamondback common stock and $375 million of cash.
Pro forma for these two acquisitions, Diamondback would have
produced 382 thousand barrels of oil equivalent per day (boe/d) in
the third quarter of 2020 (~80% liquids), and have total proved
reserves of 1.7 billion boe (1 billion boe proved developed).

These acquisitions will help Diamondback establish a significantly
larger, high-graded and more consolidated northern Midland Basin
acreage position, boost production and proved developed reserves by
almost one-third and increase operational and capital flexibility
without materially altering the company's overall leverage or cost
position. Much of the acquired acreage is located adjacent to
Diamondback's low-cost Martin County operations, which will provide
excellent opportunities for cost sharing, midstream infrastructure
consolidation and operational synergies. However, Diamondback will
assume more debt and face incremental refinancing risk involving
QEP's 2022 and 2023 debt maturities at a time of high oil price
volatility and weak global oil demand. Diamondback will also have
to successfully absorb two sizeable businesses, fold them under its
own operational platform, and de-risk the undeveloped acquired
acreage to fully exploit the scale and cost benefits.

Since the entire QEP acquisition and 57% of the Guidon purchase
price will be funded with Diamondback's shares, Diamondback does
not have to raise external financing. The $375 million cash portion
of the Guidon purchase price will be funded with drawings under
Diamondback's unused $2 billion revolving credit facility, which
matures in November 2022. At September 30, 2020, Diamondback also
had $92 million of cash. Diamondback considers QEP's Williston
Basin assets as non-core and will look to divest those assets and
apply sales proceeds towards debt reduction. Moody's expects
Diamondback to use most of its near-term projected free cash flow
to reduce debt after covering its dividend payments based on
management's commitment to maintaining a strong balance sheet. Pro
forma for the two transactions, Diamondback would have $7.9 billion
of gross debt as of September 30, 2020, after accounting for
Moody's adjustments.

Both transactions are expected to close in early-2021. The QEP
transaction was unanimously approved by the Board of Directors of
Diamondback and QEP. Diamondback will not need shareholder approval
for either acquisition, but QEP will need a majority vote from its
shareholders. Moody's don't anticipate any regulatory or other
potential hurdles to interfere with the planned closings.

Diamondback Energy, Inc. is an independent exploration and
production company with operations in the Midland and Delaware
Basins in West Texas.


DISH NETWORK: Moody's Rates New $2BB Sr. Unsecured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Dish Network
Corporation's proposed new $2 billion senior unsecured notes.
DISH's B1 corporate family rating, Ba3-PD probability of default
rating, B1 ratings on the company's existing senior unsecured
convertibles notes, and SGL-2 speculative grade liquidity rating
are unchanged. Additionally, the ratings of Dish DBS Corporation, a
wholly-owned subsidiary of DISH Network, including its B2 CFR,
B1-PD PDR, and B2 ratings on its senior unsecured notes are
unchanged. The outlook is stable.

The new convertible notes are expected to be pari passu with DISH's
existing convertible notes and the proceeds are expected to be used
for general corporate purposes, including 5G network buildout
costs. The new notes offering brings DISH's pro-forma leverage to
about 4.6x, up from the company's 4.1x leverage as of the last
twelve months ending on September 30, 2020, which remains below the
6x sustained leverage limit for its B1 CFR.

Assignments:

Issuer: Dish Network Corporation

Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)

RATINGS RATIONALE

DISH's B1 CFR and DBS's B2 CFR reflect moderately high gross
debt-to-EBITDA consolidated leverage (4.6x at Dish and 3.2x at the
DBS level) as of 9/30/2020 (incorporating Moody's standard
adjustments). DISH's B1 CFR is supported by the substantial asset
value derived from its vast spectrum holdings, although they have
yet to be deployed and monetized. DBS's B2 CFR, one notch lower
than DISH's, reflects our concern that competition from cable and
telecommunication companies, who offer multiple products (video,
voice, and data in particular), and pressure from changing
television consumption habits towards SVOD services like Netflix,
Inc. (Ba3 positive) and other emerging OTT platforms, will result
in increasing cord cutting of traditional linear pay TV. DBS
bondholders have no legal recourse to DISH or its wireless spectrum
assets. The rating also considers the company's controlling
shareholder structure.

The controlling shareholder and Chairman, Charles Ergen, has until
recent years, maintained a moderately leveraged balance sheet, but
has demonstrated the willingness to be highly acquisitive,
particularly when distressed assets are up for sale. In addition,
limited transparency on fiscal policies, limited financial guidance
from the company's management, and flexible indenture covenants
also moderately constrain the CFR.

Pro forma for the transaction, there will be $6 billion of
convertible notes outstanding at DISH. The convertible notes are
not guaranteed by any of DISH's subsidiaries and accordingly rank
junior to the liabilities of DISH's current and future operating
subsidiaries. Therefore, the convertible notes are structurally
subordinated to DBS's senior unsecured liabilities when looking
only at the DBS operations and assets, including its $10.5 billion
of senior unsecured notes. However, the higher CFR at DISH relative
to DBS, reflects Moody's view that the parent notes have a broader
claim on the company's assets beyond the subordinated claim on DBS
assets, and in particular on the significant value of DISH's
unencumbered and undeveloped spectrum assets, to which DBS's debt
holders have no legal recourse. Moody's estimates that the value of
these assets represents a large majority of the company's
enterprise value. Based on the current capital structure, the
convertible notes represent the only debt in the family that would
have an unsecured claim on the equity in these spectrum assets in a
bankruptcy or liquidation scenario. Moody's notes that as long as
the spectrum assets are unencumbered and are not legally
contributed to the DISH DBS credit, the convertible debt will
continue to benefit from DISH's equity interest in these assets. An
issuance of debt at the undeveloped spectrum assets subsidiaries
would likely structurally subordinate the convertible and
negatively impact that credit rating unless there is an upstream
guarantee.

Following the new debt issuance, DISH and DBS will have about $3.8
billion of cash & cash equivalents and about $1 billion of
marketable securities. With Moody's expectation for DBS to generate
solid FCF in Q4 2020 and around $450 million in the first six
months of 2021, Moody's expects there will be a total of about $4.5
billion when you include pro forma starting cash and not including
the marketable securities. Moody's anticipates DISH to spend up to
$2 billion or more for the 5G build out through June 2021, leaving
around $2.15 billion plus some moderate cash flow at DISH which we
expect will be sufficient to meet DBS's $2 billion bond maturing in
June 2021. The company has no revolver in place, but Moody's
believes that the company has significant alternate liquidity
potential with debt capacity at DISH Network, given the $6 billion
of debt outstanding following the new debt issuance, which is far
less than the perceived value of the spectrum assets it has
accumulated over the years. Should DISH acquire spectrum in the
C-Band auction that is currently underway in the US, Moody's
believes there will be pressure on the company to raise more debt
and/or equity capital. Materially more debt could impact the
company's credit ratings.

The stable outlook for DISH reflects our expectation that the $2
billion convertible notes issuance will provide adequate liquidity
for DISH and DBS for the next 12 to 18 months to fund 5G buildout
costs over that period and until the 2021 $2 billion maturity.
However, Moody's still have concerns that DISH will issue a
considerable amount of debt or debt-like securities in the absence
of a new equity investor to finance the wireless 5G buildout and
startup costs which could weigh on the credit profile.

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

Given the capital needs of the company, including debt maturities
and secular pressures on DBS, and the start-up nature of the 5G
build out, a rating upgrade is unlikely. An upgrade could occur if
material equity capital is raised from a strategic investor, such
that little or no additional debt is likely to be needed to
complete the company's IoT vision; and the company repays DBS's
2021 maturity and can manage its maturities in 2022 and beyond with
senior unsecured debt rather than secured debt, and demonstrates
that it can pace the secular pressure with continuing ability to
reduce debt and leverage.

Ratings may be downgraded if DISH engages in further acquisitions
and spectrum purchases with debt or cash on hand such that
consolidated leverage is sustained over 6.0x (including Moody's
adjustments) and there is no definitive agreement with a large,
financially strong, strategic partner to fund its wireless build.
For DBS, its senior unsecured ratings could be downgraded further
if unsecured debt is refinanced with secured debt, or all its
ratings could face a downgrade if leverage is sustained above 4.5x
beyond 2021, subscriber losses decline at a faster pace than
historical trends, or liquidity becomes constrained even further.

The principal methodology used in this rating was Pay TV published
in December 2018.

DISH DBS Corporation is a wholly owned subsidiary of DISH Network
Corporation and is a direct broadcast satellite pay-TV provider and
internet pay-TV provider via its SLING TV operation, with about
11.4 million subscribers as of 9/30/2020. DBS's Revenue for LTM
September 30, 2020 was $12.7 billion. DISH also operates a wireless
business segment, making the company a fourth US national carrier.
DISH's wireless segment operates in two business units, Retail
Wireless and 5G Network Deployment. Consolidated, DISH's revenue
for LTM September 30, 2020 was $14.2 billion.


DMT SOLUTIONS: Moody's Retains B2 CFR Amid Reduced Term Loan B
--------------------------------------------------------------
Moody's Investors Service said revised terms for DMT Solutions
Global Corporation's (dba BlueCrest) new first lien Term Loan B
reduce the amount of the facility to $225 million from the
initially proposed $445 million and shorten its tenor to four and
one half years from seven years.

Proceeds of the new term loan, along with new sponsor equity, will
be used to fund the acquisition of BCC Group Holdings, Inc. ("BCC
Software") as well as pay for related fees and expenses. BlueCrest
had initially planned to use a portion of new funds from the larger
$445 million term loan offering to refinance the existing term loan
due July 2024 (roughly $220 million outstanding).

The downsize of the new term loan does not significantly impact
Moody's expectation for adjusted debt to EBITDA, free cash flow,
and operations. Accordingly, the B2 Corporate Family Rating and
stable outlook are unchanged. BlueCrest's credit profile remains
supported by its leading position as a provider of mail inserting
and sort equipment, long standing customer relationships under
multiyear contracts, diverse revenue base, recurring revenue
streams, and increasing EBITDA margins pro forma for the
acquisition.

DMT Solutions Global Corporation (dba BlueCrest), with headquarters
in Danbury, CT, is a global provider of equipment and services
related to mail inserting, parcel sorting, and printing. The
company historically operated as a division of Pitney Bowes, Inc.
and was acquired by Platinum Equity Capital Partners in July 2018.
Pro forma for the acquisition of BCC Software, BlueCrest generated
roughly $460 million of net revenue for the 12 months ended
September 30, 2020.


DOWNTOWN DENNIS: OFF LLC Says Plan a "Visionary Scheme"
-------------------------------------------------------
Creditor OFF, LLC, objects to the Disclosure Statement of debtor
Downtown Dennis Real Estate, LLC, on grounds that the document does
not contain adequate information.

OFF states that the Debtor previously filed a petition for relief
under Chapter 11 and the Debtor intended to sell or refinance the
real property to pay creditor claims, including OFF, LLC's claims.
The Debtor failed to sell the real property and failed to pay the
First and Second Notes.

OFF claims that the Debtor's Plan is merely a "visionary scheme"
that is not feasible and is intended solely to further delay
payment on the First and Second Notes.  The Debtor's Chapter 11
case should be dismissed; at a minimum, the Debtor's Disclosure
Statement should not be approved.

OFF points out that the Debtor's Disclosure Statement and Plan are
not made in good faith.  The Debtor has failed to pay the First and
Second Notes when due repeatedly.

OFF asserts that the proposed terms for the First Note and Second
Note as rewritten by the plan further reek of bad faith.  The
Debtor seeks to extend the term of each loan another ten years --
an egregiously long period of time in light of the history of these
loans -- and to pay only five percent interest.

A full-text copy of the OFF LLC's objection dated Dec. 11, 2020, is
available at https://bit.ly/3auVQfq from PacerMonitor at no
charge.

Attorney for OFF, LLC:

          MONTGOMERY PURDUE BLANKINSHIP & AUSTIN PLLC
          Michael E. Gossler
          WA State Bar No. 11044
          701 Fifth Avenue, Suite 5500
          Seattle, WA 98104

                About Downtown Dennis Real Estate

Downtown Dennis Real Estate, LLC, a company engaged in renting and
leasing real estate properties, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on
Nov. 17, 2020.  At the time of the filing, the Debtor disclosed
total assets of $2,910,519 and total liabilities of $1,511,516.
Judge Timothy W. Dore oversees the case.  The Law Office of Marc S.
Stern serves as the Debtor's bankruptcy counsel.


DOWNTOWN DENNIS: U.S. Trustee Says Plan Patently Unconfirmable
--------------------------------------------------------------
The Acting United States Trustee, Gregory Garvin, objects to the
Disclosure Statement describing the Chapter 11 Plan of
Reorganization of debtor Downtown Dennis Real Estate, LLC.

The United States Trustee claims that the Injunctions are just not
permissible under existing Ninth Circuit precedent insofar as it
contravenes 11 U.S.C. § 524(e) even if the guarantors were
instrumental in the negotiation and drafting of the Plan.
Accordingly, the U.S. Trustee requests the Court decline to approve
the Disclosure Statement on the basis the Plan is patently
unconfirmable as drafted.

The U.S. Trustee points out that the Disclosure Statement fails to
satisfy the "adequate information" standard insofar as it is yet to
be determined if the Debtor will be paying unsecured creditors 100%
of their claims, yet equity is still retaining their interests in
the Debtor thereby potentially violating the absolute priority
rule.

The U.S. Trustee would request the liquidation analysis be amended
to reflect the actual $29,109 bank account balance in the Debtor's
bank account as of the Petition Date, and to add the rent accounts
receivable identified on the Debtor's Schedule A/B as well.

The U.S. Trustee questions the 50% liquidation value discount
accorded the Debtor's real property in its liquidation analysis.

A full-text copy of the United States Trustee's objection to
disclosure statement dated Dec. 11, 2020, is available at
https://bit.ly/37x7wwh from PacerMonitor at no charge.

                About Downtown Dennis Real Estate

Downtown Dennis Real Estate, LLC, a company engaged in renting and
leasing real estate properties, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on
Nov. 17, 2020.  At the time of the filing, the Debtor disclosed
total assets of $2,910,519 and total liabilities of $1,511,516.
Judge Timothy W. Dore oversees the case.  The Law Office of Marc S.
Stern serves as the Debtor's bankruptcy counsel.


DOYLESTOWN HOSPITAL: Moody's Affirms Ba1 Rating on $144MM Debt
--------------------------------------------------------------
Moody's Investors Service has affirmed Doylestown Hospital's (PA)
Ba1, affecting approximately $144 million of rated debt issued
through the Doylestown Hospital Authority. The outlook is stable.

RATINGS RATIONALE

Affirmation of the Ba1 reflects an expectation of margin
improvement in fiscal 2021 given gradual recovery of volumes and
federal relief funding that will curtail the impact of the
pandemic. However, an ongoing rise in COVID cases and patient
hesitancy to seek hospital care increases the risk that operating
cash flow will be weak. Longer-term Moody's expects Doylestown to
stabilize margins at favorable levels given an ongoing focus on
cost management and revenue cycle improvements, which will build on
successful pre-pandemic strategies, as evidenced in fiscal 2019.
Moreover, the hospital's strategies to maintain or grow its leading
market position in a favorable service area of Bucks County will
support stable volume trends and good revenue growth post pandemic.
Strategic capital spending will be largely funded by existing bond
proceeds and fund-raising which will allow for some cash
preservation. However, temporarily elevated liquidity will decline
to more moderate pre-COVID levels after repayment of Medicare
advance funds. Credit challenges will include longer-term
durability of better financial performance as most payor contracts
are value based arrangements, which elevates credit risk given
Doylestown's modest cash flow relative to high financial leverage,
and small size in an increasingly consolidating market.

RATING OUTLOOK

The stable outlook reflects an expectation of improved operating
performance in fiscal 2021 given first quarter results. Though
liquidity is temporarily boosted by Medicare Advance Moody's
expects the gradual paydown will allow for some cash replenishment.
Failure to maintain adequate levels of liquidity and evidence an
improvement in operating cash flow and/or a notable decline in
headroom to financial covenants could result in rating or outlook
pressure.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

Durable improvement in operating performance

Significant strengthening of balance sheet and debt coverage
metrics

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

Decline in operating performance; prolonged pandemic recovery that
hinders margin improvement

A decline in liquidity or related metrics beyond expectations

Reduced headroom to financial covenants

Any increase in debt

Change in market dynamics or increased competition

LEGAL SECURITY

The bonds are secured by a lien and security interest in Doylestown
Hospital's Pledged Revenues, a mortgage on the Hospital's acute
care facility, and as it relates to the Series 2013A, Series 2016
Bonds and Series 2019 Bonds revenues of the Foundation pursuant to
the guaranty agreement. However, in the case of the Series 2013B
Bonds, the Foundation has been joined as an obligated member along
with Doylestown Hospital. Regardless, all outstanding debt is
secured on parity. A debt service reserve fund was established for
the Series 2019A and B Bonds.

Doylestown is subject to restrictive financial covenants measured
to Doylestown Hospital and the Foundation. The most restrictive of
which include maintenance of a minimum 100 days cash on hand,
measured quarterly on a trailing four quarter basis, minimum 1.35
times annual debt service coverage (measured semi-annually) and
maximum 66.66% debt to capitalization (measured semi-annually).

PROFILE

With total annual revenue of approximately $354 million (for the
entire system) as of FYE 2020, Doylestown Hospital operates
community focused healthcare facilities serving patients in the
northern suburban communities of Philadelphia, including Bucks and
Montgomery counties in Pennsylvania and the town of Lambertville in
New Jersey.

METHODOLOGY

The principal methodology used in these ratings was Not-For-Profit
Healthcare published in December 2018.


DUCOMMUN INC: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed its ratings for Ducommun
Incorporated, including the company's B2 Corporate Family Rating
and B2-PD Probability of Default Rating. Concurrently, Moody's also
affirmed the B2 ratings on Ducommun's senior secured credit
facilities. Moody's speculative grade liquidity rating has been
upgraded to SGL-2, from SGL-3. The rating outlook has been changed
to stable from negative.

The outlook revision reflects expectations a more stable operating
environment for commercial aerospace markets going forward as well
as continued growth in defense end markets. This is expected to
translate into moderate earnings growth and improved cash
generation during 2021. The stable outlook also recognizes the
gradual benefits that will accrue from the recent ungrounding of
the 737MAX, a platform that has historically accounted for a
significant share of Ducommun's commercial aerospace business.

RATINGS RATIONALE

The B2 CFR balances Ducommun's small size, exposure to cyclical end
markets, and comparatively low margins against moderate levels of
financial leverage, favorable growth prospects for its defense
business, and a relatively well-positioned set of credit metrics.

Moody's recognizes Ducommun's content on a number of key commercial
aerospace programs as well as its presence on a diverse and growing
array of defense platforms. Moody's expects defense to be a key
driver of earnings during 2021, driven by continued market share
gains with defense contractors and the on-going growth of platforms
such as the F-35, Black Hawk and various missile programs.

Notwithstanding the dual headwinds from the grounding of the MAX
and the aftermath of the coronavirus pandemic, Ducommun's credit
profile has remained comparatively healthy through the end of 2020.
This was primarily due to strong organic growth in the company's
space and defense segment (66% of YTD Sept 2020 sales), which
largely offset the dramatic sales and earnings declines that
Ducommun experienced in its commercial business (27% of sales).
Moody's anticipates comparatively moderate levels of financial
leverage for December 2020 with Moody's adjusted debt-to-EBITDA
expected to be around 4.5x.

These considerations are tempered by Ducommun's relatively low
levels of profitability (EBITDA margins around 13%) that result
from a product portfolio that includes some low-value work,
although Moody's  recognize the company's efforts to move up the
value chain and the marked improvements in profitability over the
last few years. The company's dependence on cyclical aerospace OEM
markets that are prone to downturns and vulnerable to pricing
pressure from large customers is an additional tempering rating
consideration.

The spread of the coronavirus pandemic, the weakened global economy
and outlook, low oil prices and asset price declines are sustaining
a severe and extensive credit shock across many sectors, regions
and markets. The combined credit effects of these developments are
unprecedented. The passenger airline industry is one of the sectors
most significantly affected by the shock given its exposure to
travel restrictions and sensitivity to consumer demand and
sentiment. With demand for new passenger aircraft intricately
linked to demand for air travel, production and deliveries of new
aircraft will be materially lower than pre-coronavirus planned
levels. Moody's regards the coronavirus pandemic as a social risk
under its ESG framework, given the substantial implications for
public health and safety.

The SGL-2 speculative grade liquidity rating denotes Moody's
expectation of good liquidity over the next 12 months. Moody's
expects free cash generation to be essentially flat in 2020 but
anticipates improved cash generation in 2021 with free cash
flow-to-debt in the low to mid-single-digits. External liquidity is
provided by a $100 million revolving credit facility that expires
in 2024. As of September 2020, $50 million of the facility was
utilized. Absent near-term M&A activity, Moody's expects Ducommun
to repay most of its revolver borrowings over the next few
quarters, although Moody's anticipates periodic usage under the
facility to support the funding of bolt-on acquisitions. The
revolver contains a maintenance-based maximum total net leverage
ratio of 4.75x, and Moody's expects the company to maintain
adequate cushions relative to the covenant.

The stable outlook reflects expectations of continued growth in
defense markets as well as a more stable operating environment for
commercial aerospace going forward. This will likely translate into
moderate earnings growth and improved cash generation during 2021.
The stable outlook also recognizes the recent ungrounding of the
737MAX, which has historically been Ducommun's most important
commercial aerospace platform.

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

Given Ducommun's comparatively modest size, Moody's expects the
company to maintain credit metrics that are stronger than levels
typically associated with companies at the same rating level. The
ratings could be upgraded on expectations of a conservative
financial policy with Moody's-adjusted debt-to-EBITDA expected to
remain below 4.25x. Maintenance of a strong liquidity profile would
be a prerequisite to an upgrade, with free cash flow-to-debt
expected to remain in the mid-single-digits as a percent of sales
coupled with substantial availability on the company's revolver.
Strong operating performance across structures and electronics,
robust levels of backlog and a larger scale with less reliance on
OEMs and greater exposure to aftermarkets would also be supportive
of an upgrade.

The ratings could be downgraded if Moody's-adjusted debt-to-EBITDA
was expected to remain above 5.5x. A weakening liquidity profile
involving free cash flow-to-debt consistently in the low
single-digit range as a percent of sales and/or increased reliance
on revolver borrowings, or expectations of non-compliance with
financial covenants, would create downward ratings pressure. A
deterioration in operating performance that led to a weakening of
margins, the loss of a large customer, or unanticipated leveraging
transactions either in the form of acquisitions or shareholder
distributions could also result in a downgrade of ratings.

The following is a summary of the rating actions:

Issuer: Ducommun Incorporated

Corporate Family Rating, affirmed B2

Probability of Default Rating, affirmed B2-PD

Senior secured credit facility, affirmed B2 (LGD3)

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

Outlook, Changed to Stable from Negative

Ducommun Incorporated (NYSE: DCO), headquartered in Santa Ana,
California, is a provider of engineering and manufacturing services
to aerospace, defense and industrial markets. The company operates
two segments: Electronic Systems (60% of sales) and Structural
Systems (40% of sales). Electronic Systems designs, engineers and
manufactures electronic and electromechanical products such as
cable assemblies and interconnect systems, printed circuit board
assemblies and lighting diversion systems. Structural Systems
designs, engineers and manufactures structural components and
structural assemblies such as winglets, engine components and
fuselage structural panels. Revenues for the twelve months ended
September 2020 were almost $660 million.

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


DUNN PAPER: Moody's Lowers CFR to B3 on Earnings Volatility
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Dunn Paper Holdings, Inc. to B3 from B2 and the probability of
default rating to B3-PD from B2-PD. Moody's also downgraded the
instrument ratings. The rating outlook is stable. The downgrade
reflects earnings volatility which constrains liquidity and
increasing refinancing risk with the current revolver expiring in
2021 and the term loan maturing in 2022.

Downgrades:

Issuer: Dunn Paper Holdings, Inc.

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

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3
(LGD3) from B2 (LGD3)

Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Caa2
(LGD6) from Caa1 (LGD5)

Outlook Actions:

Issuer: Dunn Paper Holdings, Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The B3 corporate family rating reflects the company's small scale
as a specialty paper manufacturer, weak credit metrics (gross
debt/EBITDA as adjusted by Moody's of around 6.1x in the twelve
months ended September 2020) and earnings volatility driven by the
company's exposure to pulp prices. The rating also reflects
exposure to the machine-glazed specialty paper segment which has
experienced pricing pressures from larger competitors and volume
losses during shutdowns related to the coronavirus pandemic. The
rating is constrained by high customer concentration and private
equity ownership which carries higher governance and event risks.
The rating also reflects the need to refinance the whole capital
structure in 2021 as the bulk of debt matures in 2022. Moody's
current assumption is that the company will be able to extend the
revolver that matures in August 2021, eliminating near-term
liquidity risks, but not beyond the term loan maturity. As a
non-integrated specialty paper producer, Dunn is exposed to
volatile pulp prices even as it continues to increase the usage of
lower-cost secondary fiber in its manufacturing process. Moody's do
not expect a significant improvement in credit metrics in 2021 as
higher projected pulp costs will pressure margins even if volumes
improve from the 2020 levels. Moody's expects some improvement in
volumes due to recovery in demand for machine-glazed paper, ramp up
of fluorocarbon free paper volumes and ongoing demand for tissue
products aimed at the healthcare end market.

The credit profile benefits from the company's technological
advantages and strong market position in waxed paper as well as
introduction of its fluorocarbon free paper. The credit profile
also benefits from exposure to a tissue segment (about 65% of tons
and revenue year to date, but historically about 50% of sales),
which has seen higher demand due to increased hygiene standards and
new products for the healthcare market.

As a specialty paper manufacturer, Dunn Paper faces modest
environmental and social risks. Moody's believes Dunn Paper has
established expertise in complying with environmental and business
risks and has incorporated procedures to address them in its
operational planning and business models, including secondary fiber
usage in paper and recycled tissue production. In addition, its new
machine glazed paper offering seeks to offer a solution for paper
free of per- and polyfluoroalkyl substances, more commonly referred
to as PFAS. For now there are no federal regulatory efforts to ban
paper products with these chemicals, but there is at least one ban
on a state level (Washington). The company currently does not have
any large environmental liabilities at its mills.

Dunn Paper has some exposure to industries that are negatively
affected by the coronavirus outbreak, such as foodservice, but in
most jurisdictions food packaging production was deemed an
essential service, which allowed Dunn Paper to continue to supply
its customers. Moody's regards the coronavirus outbreak as a social
risk under our ESG framework, given the substantial implications
for public health and safety.

Governance risks are heightened given Dunn's private-equity
ownership, which carries the risk of an aggressive financial
policy, including debt-funded acquisitions or dividends, and
reduced financial disclosure requirements.

Moody's view Dunn Paper as having weak liquidity due to the
upcoming revolver maturity. The company has minimal amount of cash
on hand and modest free cash flow projected in 2020 and 2021. The
company's revolver is current and we expect it will be able to
extend it but not beyond the term loan maturity in August 2022. The
company currently has full availability on the revolver, but
historically availability was constrained by a tight cushion under
the net leverage covenant when performance was impacted by higher
pulp prices, weaker profitability in the machine-glazed papers or a
negative impact on volume from closures related to the coronavirus
pandemic. The first lien term loan amortizes at a rate of 1% per
year, but the company does not have to make any scheduled payments
until maturity as it prepaid $17 million of the term loan. The
company has limited headroom under the leverage covenant 5.50x.
Most of the assets are encumbered by the secured credit
facilities.

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

Stable outlook reflects expectations of flat to modest earnings
growth amid some recovery in volumes offset by higher raw material
costs.

Given the near term maturities, there is little pressure to upgrade
the rating. Moody's could upgrade the rating if liquidity improves
and the capital structure maturities are addressed, while adjusted
Debt/EBITDA is reduced below 5.5x (6.1x LTM September 2020) and
EBITDA/Interest remains above 1.5x (2x LTM September 2020).

Moody's could downgrade the rating if the company's liquidity
profile deteriorates, if the company fails to refinance the capital
structure by the end of 2021 and if performance deteriorates such
that adjusted Debt/EBITDA was expected to remain above 7x.

The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.

Headquartered in Alpharetta, GA, Dunn Paper manufactures a broad
range of lightweight food packaging paper as well as absorbency and
specialty issue products. The company operates seven mills with
annual capacity of 270,000 tonnes of specialty paper and tissue
products. The company generated approximately $341 million of sales
for the twelve months ended September 30, 2020. The company is
privately owned (Arbor Investments acquired Dunn Paper in August
2016) and does not publicly disclose financial information.


ELANCO ANIMAL: Fitch Cuts IDR to 'BB' & Alters Outlook to Stable
----------------------------------------------------------------
Fitch has downgraded the Issuer Default Ratings (IDR) of Elanco
Animal Health Incorporated and Elanco US Inc. (Elanco, NYSE: ELAN)
to 'BB' from 'BB+' and its senior unsecured notes to 'BB'/'RR4'
from 'BB+'/'RR4' and revised the Rating Outlooks to Stable from
Negative. The senior secured debt ratings were affirmed at
'BBB-'/'RR1'.

The rating actions reflect Fitch's updated view that leverage is
not likely to return to levels consistent with the previous 'BB+'
IDR until 2023, approximately a year later than originally expected
and leverage will be approximately a turn higher than Fitch assumed
in the interim. The detailed public guidance that Elanco provided
at its December 2020 Investor Day, including a bridge to 2023
metrics, indicate a similar trajectory and timeline for reducing
leverage. Fitch's updated forecasts assume a more modest and
back-ended rebound in revenues and EBITDA, particularly in the farm
animal segment.

KEY RATING DRIVERS

Competitive Position in Animal Health: ELAN is one of the largest
companies in the animal health industry with a global footprint and
portfolio that spans the farm animal and pet health segments. Fitch
expects the animal health category will benefit from long-term
demand growth with the feed animal segment supported by population
growth and increasing global protein consumption and the companion
animal segment supported by growing consumer expenditures. Further,
Fitch expects revenues to be fairly durable relative to broader
corporate industrial companies given that ELAN's products benefit
from some level of differentiation and patent exclusivity. ELAN is
also expected to benefit from durable revenues relative to
pharmaceutical companies given its more fragmented and notably
private-pay customer base.

Fitch views ELAN's scale and portfolio reach as a competitive
advantage allowing it to serve a global customer base with its
intellectual property and to buffer against the consolidation of
its end customers (e.g., roll-ups of protein producers and
veterinary practices and growth of group purchasing
organizations).

Strategic Combination Improves Business Profile: The combination of
legacy Elanco and the animal health segment that it acquired from
Bayer AG created a more competitive company with greater product
diversification, reduced reliance on antibiotics and scale benefits
such as an improved competitive position relative to Zoetis Inc.,
stronger relative bargaining power with suppliers and customers
(e.g., group purchasing organizations) and more products to sell
through its sales and marketing infrastructure. Further, Fitch
expects the combined organization's R&D pipeline will benefit from
its combined intellectual property and FCF, which will allow for
greater investment on an absolute basis.

Strengthened Pet Health Segment: The Pet Health segment
approximates half of ELAN's revenues pro forma having acquired a
few key product lines. The acquisition accelerates ELAN's focus on
growing the segment which has favorable fundamentals and reduces
its reliance on the farm animal segment, which has been pressured
by a variety of headwinds in recent years (e.g., headwinds to
antibiotic volumes, swine flu). The acquisition will further
improve Elanco's retail presence, a growing channel in the pet
health market.

Deleveraging Delayed: Fitch expects leverage will exceed the
3x-3.5x range considered consistent with the 'BB+' through 2022,
more than 2.5 years after the closing. Delevering is expected to
come from both EBITDA growth via normalization of some 2020
headwinds (e.g., distributor inventory destocking,
coronavirus-related supply chain issues in the feed animal
segment), margin expansion via cost synergies resulting from this
acquisition and the previously established margin expansion efforts
along with both contractual and assumed voluntary debt repayment.
Elanco noted in December 2020 that it would repay approximately
$500 million in 2021, $600 million-$800 million in 2022 and $700
million-$900 million in 2023 to reduce net leverage below 3x under
its calculations.

Coronavirus and Issuer Specific Headwinds in 2020: The coronavirus
pandemic has created significant operational challenges for ELAN's
farm animal customers (i.e., ability to safely operate processing
facilities and retooling packaging/distribution toward more retail
consumers with these headwinds totaling approximately $80 million
in 2Q20 and $35 million in 3Q20. Fitch assumes the farm animal
supply chain will not fully normalize until the pandemic has
subsided, and thus, revenues do not return to 2019 levels until
2022.

Second, the reduction in the number of distributors that ELAN works
has been a headwind to 2020 revenues of approximately $160 million
as the distributors sell down remaining inventory. Fitch assumes
the issuer-specific pet health headwinds will subside in late 2020
and deliver mid-single digit revenue growth thereafter.

Debt Notching: Fitch does not employ a waterfall recovery analysis
for issuers rated in the 'BB' category. The further up the
speculative-grade continuum a rating moves, the more compressed the
notching between the specific classes of issuances becomes. As
such, Fitch rates the senior secured credit facility 'BBB-'/'RR1',
two notches above the IDR. This rating illustrates Fitch's
expectation for superior recovery prospects in the event of default
given there is no structurally senior debt (e.g., an asset based
loan) and leverage is not considered to be excessive.

The notching of ELAN's senior unsecured debt ratings was unaffected
from the secured debt issuance to fund the acquisition. The +0
notching from the IDR reflected the potential for being
subordinated to secured debt thus the secured debt issuances did
not further subordinate the unsecured notes but instead was a
realization of the assumption implicit in the original notching.

Fitch's Corporates Notching and Recovery Ratings Criteria notes
that in jurisdictions and sectors where evidenced enterprise values
are higher than average, for example for a given region the
sector's multiple is 6.0x and where the total leverage of the
issuer is 6.0x to 8.0x, analysis would indicate that prior-ranking
debt of 4.0x to 4.5x EBITDA impairs unsecured debt recovery
estimates to the point that it can be notched down from the IDR.
ELAN's secured leverage (assuming a fully drawn revolving credit
facility (RCF) may initially be in this range, in part due to the
effects of the coronavirus, but should decline upon the
above-mentioned reduction in leverage.

DERIVATION SUMMARY

ELAN has a competitive position within the global animal health
segment with a large, global footprint and scale that affords it
competitive advantages relating to procurement, manufacturing, R&D,
distribution and to buffer against the effects of customer
consolidation. Compared to pharmaceutical peers that focus on
humans, ELAN's portfolio benefits from no reimbursement risk.
However, its antibiotic segment continues to face material
headwinds from regulatory interventions and end-consumer
preferences. ELAN's closest peer is Zoetis, Inc., which has a
broader portfolio and has already achieved its debt reduction and
margin expansion goals. ELAN's 'BB' IDR is multiple notches lower
than the 'BBB' category and 'A' category ratings of its
pharmaceutical peers due to significantly higher leverage, limited
scale and weaker cash flow generation.

Fitch has applied its Parent and Rating Subsidiary linkage criteria
assuming that the operating subsidiaries that own the assets and
generate the net operating income are stronger than the parent
entity, which owns and controls them and is the debt issuing
entity. The linkage reflects strong legal and operational ties.

KEY ASSUMPTIONS

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

-- Revenues (adjusted for the timing effects of the acquisition)
    grow in the low-to-mid single digits beginning in 2021
    assuming 2019 and 2020 headwinds subside, but ELAN does not
    immediately recapture farm animal revenue declines;

-- Operating EBITDA margins return to 2019 levels in 2022
    including the benefit of cost synergy realization;

-- Non-recurring cash costs totaling $400 million-$500 million
    2021-2023 related to the transaction expenses and costs to
    realize synergies;

-- ELAN repays the $500 million of senior unsecured notes due
    2021, $750 million in 2023 and repays $500 million of the term
    loan over the next three years, including required
    amortization;

-- The issuer does not initiate a dividend nor engage in material
    M&A until it achieves its deleveraging target;

-- Fitch's forecasts indicate ELAN may not reduce leverage to the
    3.5x-4.5x range until late 2022 or into 2023.

RATING SENSITIVITIES

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

-- Successful execution of growth and productivity initiatives
    manifesting in revenues and margins consistent with
    management's forecast;

-- Fitch's expectation of leverage (gross debt to operating
    EBITDA) sustaining below 3.5x;

-- Fitch's expectation of FCF to gross debt sustaining above 10%;

-- Continued improvements in ELAN's scale and relative
    competitive position.

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

-- Fitch's expectation of leverage sustaining above 4.5x due, in
    part, to weaker or slower recovery in EBITDA or synergy
    realization without additional debt repayment;

-- Continued erosion in antibiotic demand without sufficient
    offsets.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

ELAN is principally a secured debt borrower with an undrawn $750
million secured RCF and $4.2 billion outstanding on the secured
term loan B. The $2 billion of senior unsecured debt issued in 2018
remains outstanding. Fitch expects ELAN will have sufficient
liquidity to manage through the current operating headwinds and
upcoming debt maturities. Fitch forecasts FCF will normalize above
approximately $500 million per year beginning in 2022 which
provides it significant flexibility to repay the $500 million of
senior unsecured notes due 2021 and $750 million of notes due
2023.

ESG CONSIDERATIONS

Elanco Animal Health Incorporated: Customer Welfare - Fair
Messaging, Privacy & Data Security: 4

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


EMERGENT BIOSOLUTIONS: Moody's Completes Review, Retains Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Emergent Biosolutions Inc. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology, recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Emergent's Ba2 Corporate Family Rating reflects its niche position
developing and manufacturing products including vaccines,
therapeutics and drug-device combinations that treat public health
threats. Emergent has entered a number of coronavirus vaccine
manufacturing contracts with vaccine developers, as well as the US
government itself. These will bolster Emergent's contract
development and manufacturing organization business. With
Emergent's niche focus comes modest scale compared to global
pharmaceutical companies, and somewhat limited diversity. In
addition, government contracts subject Emergent to compliance with
numerous laws and regulations, and cash flow volatility associated
with ordering patterns.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.


ENRIQUE R. NARVAEZ: $1.26M Sale of Arroyo Properties to Aponte OK'd
-------------------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico authorized Enrique Rodriguez Narvaez and Myrna Iris
Rivera Ortiz to sell to Ronald Aponte or the corporation designated
by him for the sum of $1.26 million, free and clear from any liens,
the following real properties located in Arroyo, Puerto Rico:

      a. RUSTICA: Finca compuesta de 63 cuerdas de terreno,
equivalentes a 24 hectáreas, 76 áreas y 15 centiáreas, radicada
en el barrio Cuatro Calles Sector Sabana Eneas del término
municipal de Arroyo, Puerto Rico, colindando por el NORTE, SUR,
ESTE Y OESTE, con terrenos de Luce and Company, Sociedad en
Comandita.  Registered in the Public Registry of Guayama, Book 197,
Page 41, 37th inscription, Property no. 68.  Property
Identification 420-000-005-04-000.

      b. RUSTICA: Finca compuesta de 11 cuerdas de terreno,
equivalentes a 4 hectáreas, 32 áreas y 134 centiáreas, radicada
en el barrio Cuatro Calles Sector Sabana Eneas del término
municipal de Arroyo, Puerto Rico, colindando por el NORTE, SUR,
ESTE Y OESTE, con terrenos de Luce and Company, Sociedad en
Comandita.  Esta enclavada dentro de finca denominada Vigia, de la
cual forma parte.  Registered in the Public Registry of Guayama,
Book 197, Page 42, Property no. 345, 30th inscription Property
Identification 420-000-005-31-000.

The order entered at Docket No. 135 becomes moot, due to the filing
of the Amended Motion.

A copy of the Offer is available at https://tinyurl.com/y3svwo9p
from PacerMonitor.com free of charge.

    About Enrique Rodriguez Narvaez and Myrna Iris Rivera Ortiz

Enrique Rodriguez Narvaez and Myrna Iris Rivera Ortiz were engaged
in the development and construction business in Puerto Rico.  Mrs.
Ortiz is a housewife.  During many years, Mr. Rodriguez acquired
and
developed many lots of land.  

The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
D.P.R. Case No. 18-02044-EAG) on April 16, 2018.


EWT HOLDINGS III: Moody's Hikes CFR to B1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded EWT Holdings III Corp., the
parent company of Evoqua Water Technologies LLC's corporate family
rating to B1 from B2 and its probability of default rating to B1-PD
from B2-PD. Moody's also upgraded the company's first lien senior
secured debt ratings to B1 from B2. Concurrently, Moody's assigned
an SGL-2 liquidity (Speculative Grade Liquidity) rating, denoting
Moody's expectation that the company will maintain a good liquidity
profile over the next twelve to eighteen months. The ratings
outlook is stable.

The ratings upgrade is supported by the company's progress in
reducing balance sheet debt, and Moody's expectation that the
company will continue to generate positive annual free cash flow.
"The rating upgrades amid the coronavirus pandemic reflect the
expectation that the company will maintain its improved leverage
and positive free cash flow " said Gigi Adamo, Moody's Vice
President and lead analyst for the company. "The ability to improve
margins and increased working capital efficiency are also reflected
in the upgrades," added Adamo.

RATINGS RATIONALE

Evoqua's B1 CFR broadly reflects the benefits derived from a
well-entrenched position within the water treatment industry driven
by favorable industry dynamics and a substantial services revenue
stream that is slightly offset by exposure to cyclical capital
equipment sales. Evoqua's core business is centered on the
provision of clean water solutions to customers through advanced
water and wastewater treatment systems and technologies. Positive
long-term tailwinds in the global water treatment market are also
supportive of the company's credit profile.

At the same time, the ratings reflect Evoqua's high funded debt
levels (approximately $886 million at September 30, 2020) relative
to the company's $1.4 billion revenue size with free cash flow to
debt expected to remain in the low to mid-single digits percentage
range, constrained by capital investment needed to support the
company's top line growth and execute on its backlog.

Evoqua's corporate governance profile is supported by a relatively
balanced capital allocation approach. The company's maintenance of
a comparatively lower financial leverage profile somewhat mitigates
the seasonal nature of the company's business and the uneven demand
that results from a portion of the company's revenues derived from
contractual work and different end markets with varying demand
profiles and macroeconomic sensitivities. The ratings do not
anticipate a shift towards a more aggressive financial policy such
as debt-funded shareholder remuneration. Moody's believes that
event risk has diminished as Evoqua's largest investor, AEA
Investors LP, gradually reduced its ownership stake to under 10% as
of December 2020 from roughly one-third of shares outstanding when
the company completed its IPO in November 2017.

Evoqua's SGL-2 liquidity rating incorporates Moody's expectation
that the company will continue to generate free cash flow in excess
of $15 million in fiscal 2021 after accounting for elevated capital
expenditures to realize backlog conversion while maintaining both
good revolver availability and covenant headroom.

The stable ratings outlook reflects Moody's expectation that Evoqua
will be able to sustain margin and working capital improvements,
thus supporting continued free cash flow to debt (before
growth-related capex) in the mid-single digit range while
maintaining a good liquidity profile.

The following rating actions were taken:

Upgrades:

Issuer: EWT Holdings III Corp.

Corporate Family Rating, Upgraded to B1 from B2

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

Senior Secured 1st Lien Revolving Credit Facility, Upgraded to B1
(LGD3) from B2 (LGD3)

Senior Secured 1st Lien Term Loan, Upgraded to B1 (LGD3) from B2
(LGD3)

Assignments:

Issuer: EWT Holdings III Corp.

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: EWT Holdings III Corp.

Outlook, Remains Stable

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

A downward ratings action could be warranted if the company enters
into debt-financed acquisitions such that debt/EBITDA exceeds and
is sustained above 5.0x, revenue meaningfully declines accompanied
by margin erosion or the free cash flow turns negative. The
inability to realize anticipated cost savings and operating
efficiencies or a deterioration in the company's liquidity profile,
including a meaningfully lower cash balance and/or significantly
reduced availability under the revolver would also exert downward
ratings pressure.

Conversely, ratings could be upgraded following meaningful revenue
growth and margin improvement accompanied by free cash flow to debt
improving to and sustained above 7% as well as debt/EBITDA
improving to and sustained below 3.0x, while EBITDA margins
continue to exceed 15%. The maintenance of a good liquidity profile
would also support higher ratings.

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

Headquartered in Pittsburgh, Pennsylvania, EWT Holdings III Corp.
is a publicly-traded (NYSE: AQUA) designer, manufacturer and
provider of water treatment solutions for the process, drinking and
waste water needs of industrial and municipal customers. Revenues
for the latest twelve months ended 30 September 2020 approximated
$1.4 billion.


EXAMWORKS GROUP: Moody's Keeps B2 CFR Amid $125MM Term Loan Add-on
------------------------------------------------------------------
Moody's Investors Service said that ExamWorks Group, Inc's
announced $125 million term loan add-on to partially fund the
recent acquisition of Sedgwick's group health peer review and
independent medical examination business and repay the remaining
$40 million of outstanding balance under the company's $150 million
revolving facility to be credit negative, as it will delay
deleveraging, with Moody's estimated debt/EBITDA remaining high at
approximately 6.9x (pro forma for the acquired business, and
including some of the expected cost synergies, as well as repayment
of the $40 million of revolver balance), as of September 30, 2020.
However, there is no impact on ExamWorks' B2 Corporate Family
Rating or the stable outlook.

Headquartered in Atlanta, GA, ExamWorks Group, Inc. is a leading
provider of independent medical examinations, consisting of peer
reviews, bill reviews, Medicare compliance services and IME-related
services, operating out of over 110 service centers across the
United States, United Kingdom, Australia, and Canada. These
services are provided to the insurance and legal industries,
third-party administrators, self-insured parties and federal and
state agencies. Examinations pertain largely to workers'
compensation, automobile, disability and group health claims. The
company is owned by financial sponsors Leonard Green & Partners,
L.P. and GIC Private Limited. For the LTM period ended September
30, 2020 the company generated revenues of approximately $1.37
billion.


FC COMPASSUS: Moody's Hikes CFR to B2 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of FC Compassus, LLC
including the Corporate Family Rating to B2 from B3 and Probability
of Default Rating to B2-PD from B3-PD. At the same time, Moody's
also upgraded the company's senior secured first lien bank credit
facilities to B1 from B2. The outlook was changed to stable from
positive.

The upgrade of the CFR reflects Compassus' reduced financial
leverage and Moody's expectation for further improvement in
profitability and credit metrics. In October, Compassus acquired
the remaining 50% of Ascension at Home's hospice business, fully
funded through preferred equity issued to Ascension Health
Alliance, accounting for approximately 4% ownership in the company.
This follows Compassus' partially equity-funded purchase of a 50%
ownership share in Ascension at Home, a provider of services
primarily in home health, but also hospice and infusion therapy,
across 34 home health and 22 hospice locations, for approximately
$130 million, in July 2020. Given the incremental earnings
contributed from the additional ownership, adjusted debt/EBITDA
declined to 5.1x on a pro forma basis (down from 5.7x) for the LTM
period ended September 30, 2020. Moody's expects that Compassus
will be able to successfully integrate Ascension at Home and reap
cost benefits associated with greater scale. Further, financial
performance will be boosted by referral growth as the company
benefits from its position as Ascension's exclusive preferred
provider of hospice services.

The upgrade is also supported by Compassus larger scale (with
revenue now approaching $800 million), and increased service line
diversity with the addition of the rapidly growing home health and
infusion services into its portfolio. The upgrade also reflects
Moody's expectation of strategic and financial policy benefits
associated with partial ownership by Ascension.

Rating Actions:

Upgrades:

Issuer: FC Compassus, LLC:

Corporate Family Rating, Upgraded to B2 from B3

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

Sr. Secured First Lien Bank Credit Facilities, Upgraded to B1
(LGD3) from B2 (LGD3)

Outlook Actions:

Issuer: FC Compassus, LLC:

Outlook, Changed to Stable from Positive

RATINGS RATIONALE

The B2 CFR reflects the company's moderate absolute size, the
presence of considerable competition in a fragmented industry and
high pro forma debt-to-EBITDA leverage of 5.1x for the LTM period
ended September 30, 2020. The rating also reflects Compassus' high
revenue concentration from Medicare and various state Medicaid
programs (combined roughly 88% of total revenue) and the increasing
regulatory oversight of the industry. Moody's expects that there
will be continued focus by the government on implementing measures
to contain health care costs, as well as regulations around
improving reporting quality and compliance, which may unfavorably
impact Medicare reimbursement over the next few years. Financial
strategies are somewhat aggressive, as acquisitions will supplement
organic growth, which may be funded by debt and create integration
risks.

The rating is supported by anticipated synergy realization from
Compassus being designated as Ascension's exclusive preferred
provider of hospice service, across its footprint nationwide. In
addition, Moody's anticipates that Compassus' capital expenditures
will remain modest and that the company will generate positive free
cash flow.

The rating reflects negative social risk as a result of the
coronavirus outbreak with volumes of admissions and length of stay
meaningfully impacted, however, Moody's expects demand to normalize
once the pandemic ebbs. Over the long term, hospice, home health,
and infusion sectors should benefit from favorable growth prospects
that are driven by aging demographics, the necessity of these
services, and growing awareness of the benefits of these services
for patient experience and reducing health care costs.

The stable outlook reflects Moody's expectation that Compassus will
continue to grow revenue and earnings, but that financial leverage
will remain moderately high to support business development.

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

Moody's could consider a rating upgrade if the company is able to
profitably increase its scale, diversify its payor base, and
maintain financial and acquisition policies that support
debt/EBITDA below 5.0 times, and free cash flow to debt of at least
7.5%, on a sustained basis. An upgrade would also be dependent upon
the company's ability to successfully execute on its preferred
provider role of hospice services for Ascension, nationwide.

The ratings could be downgraded if a weakening of operating cash
flow or increase in investment needs leads to negative free cash
flow, or if the company's liquidity deteriorates. Ratings could
also be downgraded if acquisitions or shareholder distributions
lead to debt/EBITDA sustained above 6.0 times. Declining
admissions, challenges integrating Ascension at Home, or an adverse
impact from changes in the regulatory environment, such as a
reduction in reimbursement rates, could also result in a downgrade.


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

Compassus is among the nation's largest private independent
post-acute care service providers. The company provides hospice,
home health and infusion therapy care via 165 hospice and 37 home
health locations across 29 states (including through its partially
owned Ascension at Home joint venture). For the twelve months ended
September 30, 2020 the company generated pro forma net revenues of
approximately $732 million. Compassus is owned by equity sponsor
TowerBrook Capital Partners L.P. and Ascension TowerBrook
Healthcare Opportunities, L.P., a co-investment vehicle, of which
Ascension Capital is the sole limited partner.


FIRST CONTACT: Court Orders Refiling of Bid to Dismiss
------------------------------------------------------
In the case captioned REBECCA GOTTSCHALK, Plaintiff(s), v. FIRST
CONTACT LLC, Defendant(s), Case No. 2:20-CV-1307 JCM (DJA), (D.
Nev.), Judge James C. Mahan of the United States District Court for
the District of Nevada has ordered First Contact LLC to refile its
motion to dismiss within 14 days from entry of the order.

The case was previously stayed as First Contact and certain
affiliates filed voluntary petitions for relief under Chapter 11 of
Title 11 of the U.S. Bankruptcy Code.  First Contact's motion to
dismiss was dismissed without prejudice because of the stay.  The
automatic stay was lifted on November 19, 2020.

A full-text copy of Judge Mahan's order dated December 16, 2020 is
available at https://tinyurl.com/yayq7qc6 from Leagle.com.


FIRST FLORIDA: $2M Sale of All First Florida Assets to HOO Approved
-------------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Southern
District of Florida authorized First Florida Living Options, an
affiliate of Florida First City Banks, Inc., to sell substantially
all its assets to Hawthorne Ocala Operations, LLC ("HOO") for $2
million, cash, plus the assumption of certain liabilities, subject
to adjustments set forth in their Operations Transfer Agreement.

On Nov. 17, 2020, the Debtor filed a notice with the Court
providing notice that the only offer received for the purchase of
the Debtor's Assets was the offer of HOO set forth in the OTA.  The
Sale Hearing was held on Nov. 19, 2020.

The execution, delivery and performance of the terms of the OTA by
the Debtor are authorized.

The Assignor's proposed assumption and assignment of the Assumed
Contracts to Assignee is approved.  Its proposed assumption and
assignment of the Ocala 33rd Avenue, LLC lease, including a cure of
$372,780 from the proceeds of the sale, is approved.

At the Closing, the Purchaser will pay or deliver the Purchase
Price as provided in the OTA or as otherwise mutually agreed by the
Debtor and the Purchaser.  The sale proceeds will be held in the
escrow account of Debtor’s counsel, Johnson Pope Bokor Ruppel &
Burns, LLP, pending further order of the Court with all
Encumbrances attaching exclusively to the proceeds of sale.

The sale is free and clear of any and all liens, claims,
encumbrances, or other interests.

The Purchaser has agreed to assume all of the obligations of the
Debtor to Cambridge Realty Capital, LTD/HUD under that certain
Lessee Security Agreement as of Oct. 1, 2012 between the Debtor and
Cambridge/HUD.  The Encumbrances securing the claims of any secured
creditors against the Assets and the Assumed Contracts, to the
extent not satisfied or assumed at Closing, will attach to the
proceeds from the sale of such Assets.

The Debtor will not be liable for, and no portion of the Purchase
Price will be disbursed for, any brokerage commissions or finder's
fees with respect to the sale of the Assets, except for the fees
due to Marcus & Millichap Real Estate Investment Service of
Florida, Inc.  Marcus will not be paid any such fees absent
application to and approval of the Court.  The Purchaser will not
be liable for any brokerage commissions or finder's fees with
respect to the sale of the Assets, including for the fees due to
Marcus.

The 14-day stays set forth in Rules 6004(h) and 6006(d) of the
Federal Rules of Bankruptcy Procedure are waived, for good cause
shown, and the Order will be immediately enforceable, and the
Earnest Money Release under the OTA with the Purchaser may occur
immediately following the entry of the Order, subject to the
satisfaction of the Earnest Money Release Conditions under the OTA.


In the event that a closing does not occur consistent with the OTA,
the Debtor will file a notice with the Court advising same and
request that the Court conduct a further hearing regarding the
Debtor's proposed course of action in the event the sale
contemplated herein is not consummated.

The counsel for the Debtor is directed to serve a copy of the Order
on all parties served with the Sale Motion within three days after
the entry of the Order and thereafter to file a certificate of
service with the Court.

Attorney Alberto F. Gomez, Jr. is directed to serve a copy of the
order on interested parties who are CM/ECF users and to file a
proof of service within three days of entry of the order.

A copy of the Contract is available at https://tinyurl.com/y4ogapje
from PacerMonitor.com free of charge.

                 About Florida First City Banks

Florida First City Banks, Inc., is a privately held company that
operates in the banking industry.

Florida First City Banks sought Chapter 11 protection (Bankr. S.D.
Fla. Case No. 20-30037) on Jan. 15, 2020.  The petition was signed
by Robert E. Bennett, Jr., president.  The Debtors disclosed total
assets of $5,448,525 and total debt of $12,680,735.  The Debtor
tapped Steven J. Ford, Esq., at Wilson, Harrell, Farrington, Ford,
Et Al., as counsel.


FLORIDA TILT: Jan. 19 Hearing on Further Cash Collateral Use
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, will hold a further hearing on January 19, 2021 at
1:30 p.m., on Florida Tilt, Inc.'s Motion to Use Cash Collateral.

The Court has authorized Florida Tilt to use cash collateral on an
interim basis to pay for the expenses and costs of administration
incurred by the Debtor in accordance with a budget through January
2021.

The Debtor is prohibited from exceeding any line item on the Budget
by an amount exceeding 10% of each such line item. In the event
that an expense arises which is not within any of the approved line
items in the Budget, or the Debtor anticipates that any line item
will need to be exceeded by more than the Allowed Variance, the
Debtor will request approval from the Wells Fargo Bank, and Wells
Fargo Bank will have three business days from the date of the
Debtor's request within which to provide consent or object. In the
event the Wells Fargo Bank does not consent, the Debtor will file a
motion with the court seeking amendment of the Budget and the
approval of the additional expense.

Wells Fargo, EBF Partners, LLC d/b/a/ Everest Business Funding or
any other creditor that may assert a lien on cash collateral will
retain their liens on the Cash Collateral to the extent and
priority that they held properly perfected prepetition security
interests in such Cash Collateral, subject to further order of the
Court.

The Debtor was required to pay adequate protection in the amount of
$1,500.00 prior to November 25, without prejudice to future
modification of the adequate protection payment by the secured
creditor.

The Debtor will also maintain insurance coverage for its property
in accordance with the obligations under the loan and security
documents with Wells Fargo and provide Wells Fargo with reasonable
and prompt access to all personal property collateral securing
Wells Fargo's claims so as to allow Wells Fargo appraisers to
evaluate the collateral upon at least 10 business days' advance
notice and in a fashion so as to not interrupt the business
operations of the Debtor.

                    About Florida Tilt Inc.

Florida Tilt, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20779) on Oct. 1,
2020, listing under $1 million in both assets and liabilities.

Judge Robert A. Mark oversees the case.  

Ariel Sagre, Esq., at Sagre Law Firm, P.A., serves as the Debtor's
legal counsel.

Until further notice, the United States Trustee said it will not
appoint a Committee of Creditors pursuant to 11 USC Section 1102.



FLUOR CORP: Moody's Confirms Ba1 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Fluor
Corporation including its Ba1 corporate family rating, Ba1-PD
probability of default rating, the Ba1 senior unsecured notes
rating, the senior unsecured shelf rating of (P)Ba1 and affirmed
the Not Prime short-term commercial paper rating. The Speculative
Grade Liquidity rating of SGL-1 remains unchanged. The ratings
outlook is negative. This concludes the review for downgrade
initiated by Moody's on June 4, 2020.

"The confirmation of Fluor's ratings reflects its net cash position
and the stabilization of its operating performance and cash flows
and the reduced risk of major project charges due to the company's
enhanced focus on reducing the risks in its project selection,
bidding and execution. However, the negative outlook reflects the
probability the company's operating performance will remain
historically weak as it executes on its backlog of orders that were
mostly awarded prior to the implementation of its risk reduction
initiatives, and that its credit metrics will remain weak for its
rating over the next 12 to 18 months," said Michael Corelli,
Moody's Senior Vice President and lead analyst for Fluor
Corporation.

Confirmations:

Issuer: Fluor Corporation

Corporate Family Rating, Confirmed at Ba1

Probability of Default Rating, Confirmed at Ba1-PD

Senior Unsecured Shelf, Confirmed at (P)Ba1

Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1 (LGD4)

Affirmations:

Issuer: Fluor Corporation

Senior Unsecured Commercial Paper, Affirmed NP

Outlook Actions:

Issuer: Fluor Corporation

Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Fluor's Ba1 corporate family rating is supported by its significant
scale and broad capabilities across a wide range of end-markets and
geographies, its sizeable order backlog and very good liquidity. It
also reflects the company's recent cost cutting, project risk
reduction and liquidity enhancing initiatives which have resulted
in a stabilization of its operating performance and cash flows.
Fluor's rating is constrained by the elevated risks associated with
some of its large and complex projects along with its historically
low margins, which provide little room for lower than expected
productivity and other unforeseen issues that have arisen more
consistently on its fixed-price projects. Its rating also reflects
its relatively weak credit metrics and the reduced near-term
bidding opportunities due to the economic impact of the coronavirus
and historically low oil prices.

Fluor's operating performance and cash flows have stabilized in
2020 as the company has focused on reducing project risks and
enhancing its liquidity profile. As a result, the company has not
incurred any material project charges and has returned to
generating free cash flow after burning cash the past two years, as
it benefitted from more effective execution on problem projects,
cost cutting initiatives, asset sales and tax refunds related to
the net operating loss carryback provision of the CARES Act. This
has enabled it to maintain a cash balance that exceeds its
outstanding debt. It has also returned to reporting consistently
positive EBITDA, but its profit margins and the absolute level of
EBITDA generation remain at a very low historical level. Therefore,
Moody's expects the company to generate adjusted EBITDA of only
about $400 million - $425 million in 2020 and for its credit
metrics to remain weak for its rating with an adjusted leverage
ratio (debt/EBITDA) a little below 6.0x and interest coverage
(EBITA/Interest) moderately above 2.0x.

Fluor's operating performance and credit metrics could strengthen
in 2021 if it avoids unforeseen project issues, but its operating
risk profile remains elevated since its near-term performance is
somewhat reliant on the successful execution of a few large
projects. Its near-term project bidding opportunities will also be
limited by historically low oil prices and the economic impact of
the coronavirus. However, the company could continue to generate
free cash flow aided by project settlement payments and asset
sales, but its credit metrics are likely to remain weak for the Ba1
corporate family rating in the near term unless it begins to pay
down debt. If there is not growing confidence that the company's
credit profile will continue to strengthen then a downgrade of its
ratings will be considered.

Fluor has a speculative grade liquidity of SGL-1 since it maintains
a very good liquidity profile with a significant cash and
marketable securities balance of $2.1 billion as of September 2020
and no borrowings on its lines of credit. It had only $384 million
of letters of credit outstanding under its $3.5 billion of
committed revolving loan and letter of credit facilities that
mature in February 2022. The company may utilize up to $1.75
billion in the aggregate of the combined committed lines of credit
for revolving loans, which may be used for acquisitions and/or
general purposes. The credit facilities have a few maintenance
covenants including a maximum debt-to-capital ratio of 60%, which
currently limits its borrowings to approximately $654 million.

The negative ratings outlook reflects our expectation that Fluor's
operating performance could moderately improve in 2021, but that it
will remain well below historical levels and its credit metrics
will remain weak for the rating.

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

Fluor's ratings are not likely to experience upside pressure in the
near term, but an upgrade would be considered if the company
displays a commitment to maintaining an investment grade credit
profile including a very strong liquidity position and sustained
strong credit metrics including an adjusted leverage ratio below
2.5x and interest coverage above 6.0x.

Fluor's ratings could be downgraded if its operating performance
and credit metrics fail to materially strengthen and its adjusted
leverage ratio is sustained above 3.5x, its interest coverage below
4.0x or it fails to maintain a very strong liquidity profile.

Headquartered in Irving, Texas, Fluor Corporation provides
engineering, procurement, construction and maintenance services
globally and is a large contractor to the US government. The
company generated $13.5 billion in revenues for the LTM period
ended September 2020 and had a backlog of $27.8 billion. Its
revenues are reported in five business segments: Energy & Chemicals
(35% of 9-month revenues, 42% of 9/30/20 backlog), Mining &
Industrial (26%, 17%), Government (18%, 12%), Infrastructure &
Power (10%, 20%) and Diversified Services (10%, 8%). Its geographic
revenue breakdown was 63% in North America, 17.5% in Europe, 9% in
Asia Pacific, 7% in Central & South America and 3.5% in the Middle
East & Africa.

The principal methodology used in these ratings was Construction
Industry published in March 2017.


GARRETT MOTION: Jones Day's 3rd Updated List of Shareholders
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Jones Day submitted a third amended verified
statement to update its list of shareholders that it is
representing in the Chapter 11 cases of Garrett Motion Inc., et
al.

In September 2020, certain shareholders retained Jones Day to
advise them following Garrett Motion's August 26, 2020 announcement
that it was exploring alternatives for a balance sheet
restructuring. The Shareholders beneficially own, or manage or
advise funds and/or accounts that beneficially own disclosable
economic interests in relation to the Debtors.  On Sept. 28, 2020,
Jones Day filed its Verified Statement.  On Oct. 22, 2020, Jones
Day filed its First Amended Verified Statement.  On Dec. 9, 2020,
Jones Day filed its Second Amended Verified Statement.

As of Dec. 25, 2020, each Shareholder and their disclosable
economic interests are:

Attestor Value Master Fund LP
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands

* Equity Interests: 3,147,970 shares

The Baupost Group, L.L.C.
10 St. James Ave., Suite 1700
Boston, MA 02116

* Equity Interests: 3,575,000 shares

Cyrus Capital Partners, L.P.
65 East 55th Street, Floor 35
New York, NY 10022

* Term Loan B Obligations: $7,000,000
* Senior Note Obligations: €15,379,000
* Equity Interests: 10,220,254 shares

FIN Capital Partners LP
336 W 37th Street Suite 200
New York, NY 10018

* Equity Interest: 445,000

Hawk Ridge Master Fund, LP
12121 Wilshire Blvd., Suite 900
Los Angeles, CA 90025

* Equity Interests: 2,336,564 shares

IngleSea Capital
7800 Red Rd., #308
Miami, FL 33143

* Senior Note Obligations: €2,185,000
* Equity Interests: 300,000 shares

Keyframe Capital Partners, L.P.
65 East 55th Street, Floor 35
New York, NY 10022

* Senior Note Obligations: €6,621,000
* Equity Interests: 1,506,050 shares

Newtyn Management, LLC
60 East 42nd Street, 9th Floor
New York, NY 10165

* Equity Interests: 1,655,000 shares

Sessa Capital (Master), L.P.
888 7th Ave 30th floor
New York, NY 10106

* Equity Interests: 6,912,204 shares

Whitebox Multi-Strategy Partners, L.P.
3033 Excelsior Blvd., Suite 500
Minneapolis, MN 55416

* Equity Interests: 750,000 shares

Jones Day submits this Third Amended Statement in an abundance of
caution and without conceding that Bankruptcy Rule 2019 applies.
Jones Day does not represent the Shareholders as a "committee" and
does not undertake to represent the interests of, and is not a
fiduciary for, any other creditor, party in interest or other
entity. In addition, as of the date of this Third Amended
Statement, no Shareholder represents or purports to represent any
other entity in connection with these chapter 11 cases.

Counsel for Certain Shareholders of Garrett Motion Inc. can be
reached at:

          JONES DAY
          Anna Kordas, Esq.
          250 Vesey Street
          New York, NY 10281
          Telephone: (212) 326-3939
          Facsimile: (212) 755-7306
          E-mail: akordas@jonesday.com

             - and -

          JONES DAY
          Bruce Bennett, Esq.
          Joshua M. Mester, Esq.
          James O. Johnston, Esq.
          555 S. Flower St., 50th Floor
          Los Angeles, CA 90071
          Telephone: (213) 489-3939
          E-mail: bbennett@jonesday.com
                  jmester@jonesday.com
                  jjohnston@jonesday.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3aLPx7o

                     About Garrett Motion

Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers ("OEMs") and the global vehicle
and independent aftermarket.

Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020.

Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in
liabilities as of June 30, 2020.

The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN
EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG
PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as
investment banker; and ALIXPARTNERS LLP as restructuring advisor.
KURTZMAN CARSON CONSULTANTS LLC is the claims agent.


GARRETT MOTION: Owl Creek, Jefferies Propose $1.9 Billion Bid
-------------------------------------------------------------
Steven Church of Bloomberg News reports that Owl Creek Asset
Management and investment bank Jefferies LLC have joined the
competition for Garrett Motion Inc. with an initial bid worth at
least $1.9 billion, according to a regulatory filing.

The firms lead a coalition of Garrett investors that includes
Warlander Asset Management, Bardin Hill Opportunistic Credit Master
Fund and Marathon Asset Management.  The group proposes raising
$1.2 billion in debt and selling $735 million in stock to fund
their bid, which is one of at least two being considered by Garrett
motion at the auction, which began Monday, December 21, 2020.

                       Dec. 10 Bid Letter

According to a regulatory filing, on Dec. 10, 2020, in accordance
with the Court-approved bid procedures, counsel to the Jefferies,
Warlander Asset Management, L.P., Owl Creek Asset Management, L.P.,
Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset
Management L.P., and Cetus Capital VI, L.P. (collectively, the
"Investors") submitted a letter (the "Bid Letter") detailing the
terms of a proposal for the going concern financial restructuring
of the Debtors on the terms and subject to the conditions outlined
in that letter.  The Proposed Transaction, which is outlined in the
Bid Letter and the attached term sheet, remains subject to the
negotiation and execution of definitive documentation, an order by
the Bankruptcy Court, and other conditions.

The Proposed Transaction would provide for the reorganization of
the Debtors and the recapitalization of the Issuer (as reorganized,
"New GMI"), and would be funded by the incurrence and issuance
respectively of:

    * $1.2 billion of new debt financing currently proposed to be
provided by Jefferies Finance LLC, an affiliate of Jefferies LLC,
to New GMI; and

    * $735 million of a new class of Series A Preferred Stock of
New GMI.

The capital stock of New GMI would consist only of (i) reinstated
shares of Common Stock, (ii) $735 million of Series A Preferred
Stock consisting of (A) $700 million of Series A Preferred Stock
issued to holders (as may be limited pursuant to applicable
securities laws and regulations) of existing shares of Common Stock
pursuant to a rights offering, in exchange for cash compensation,
which rights offering would be fully backstopped by the Investors,
and (B) $35 million of Series A Preferred Stock issued as a
commitment fee to the Investors, as consideration for the backstop
obligations, and (iii) if applicable, Common Stock or issued shares
of a new class of Series B Preferred Stock to be issued to holders
of Honeywell Spin-Off Claims (as defined in the Term Sheet)
pursuant to the terms set forth in the Term Sheet. Each holder of a
Honeywell Spin-Off Claim would receive, at the option of the
Debtors in consultation with the Investors: (a) Series B Preferred
Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to
the terms of the Term Sheet); or (d) such other treatment permitted
under the Bankruptcy Code (subject in the case of either clause (b)
or clause (d) above to the consent of those Investors holding at
least 75% percent in aggregate amount of the Backstop Commitments
(as defined in the Term Sheet) of all Investors).

Under the Proposed Transaction, the Board of Directors of New GMI
would consist of the Chief Executive Officer, three independent
directors nominated by New GMI, three independent directors, one
each nominated by the Owl Creek Asset Management L.P., Warlander
Asset Management, L.P. and Jefferies LLC, one independent director
with relevant industry experience nominated by the committee of
equity holders and approved by New GMI and those Investors holding
at least 70% percent in aggregate amount of the Backstop
Commitments (as defined in the Term Sheet) of all Investors (the
"Requisite Backstop Parties"), and one director nominated by the
Issuer and approved by the Requisite Backstop Parties.  Other terms
for the governance of New GMI are detailed in Exhibit D to the Bid
Letter, and other operational restrictions on New GMI are detailed
in that exhibit.

The terms of the Proposed Transaction are subject to the terms and
conditions included therein, as well as negotiation with, and
approval by, the Issuer, and by approval and Confirmation Order of
the Bankruptcy Court and approval of appropriate regulatory
authorities.  The obligations of the Investors to consummate the
Proposed Transaction will terminate if the closing of the Proposed
Transaction does not occur on or prior to May 10, 2021.  The
termination date may be extended, at the sole option and discretion
of the Issuer, if material regulatory approvals have not been
received, up to and including June 10, 2021, and it may be further
extended upon the agreement of the Investors and the Issuer.  In
all circumstances and at any time after the parties enter into a
Backstop Commitment Agreement (as defined in the Term Sheet or the
Backstop Commitment Agreement), if the Set-Up Value (as defined in
the Term Sheet or Backstop Commitment Agreement) is less than $835
million, the Investors shall have the right to terminate the
Backstop Commitment Agreement and the Proposed Transaction.

A copy of the SEC filing is available at https://bit.ly/2Jo0ssJ

                      About Garrett Motion

Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers ("OEMs") and the global vehicle
and independent aftermarket.

Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020.

Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in
liabilities as of June 30, 2020.

The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN
EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG
PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as
investment banker; and ALIXPARTNERS LLP as restructuring advisor.
KURTZMAN CARSON CONSULTANTS LLC is the claims agent.


GATEWAY RADIOLOGY: Can't Get PPP Loan, Says Appeals Court
---------------------------------------------------------
Jim Saunders of Orlando Sentinel reports that an appeals court
ruled that a Florida business in bankruptcy, Gateway Radiology
Consultants PA, can't get a Paycheck Protection Program ("PPP")
loan.

In a case that could have broader implications, a three-judge panel
of the 11th U.S. Circuit Court of Appeals on Tuesday, Dec. 22,
2020, overturned a decision by U.S. Bankruptcy Judge Michael
Williamson, who sided with Gateway Radiology Consultants, which
sought a $527,710 loan under PPP, part of the CARES Act approved by
Congress in response to the coronavirus pandemic.

Judge Williamson ruled this summer that the Small Business
Administration had exceeded its authority under federal law when it
disqualified businesses in bankruptcy proceedings from the loan
program.  Also, he ruled that the SBA's decision was "arbitrary and
capricious."

Nevertheless, Judge Williamson on July 1 asked the Atlanta-based
appeals court to take up the issue, in part saying the SBA's stance
on the issue has "spawned litigation around the country."  The
judge wrote that one court had tallied more than 30 lawsuits
challenging the SBA's position.

"The appeal in this case will determine whether Chapter 11 debtors
like Gateway Radiology should be entitled to the emergency relief
Congress provided so that they can retain and pay their workers,"
Judge Williamson wrote.

In a 44-page opinion Tuesday, Dec. 22, 2020, the appellate court
panel concluded that Congress delegated to the SBA the question of
whether businesses in bankruptcy proceedings are eligible for the
loans.  Also, the court rejected the argument that the SBA's
handling of the issue was arbitrary and capricious.

"The SBA did not exceed its authority in adopting the
non-bankruptcy rule for PPP eligibility," said the opinion, written
by Chief Judge Ed Carnes and joined by Judges Robin Rosenbaum and
R. Lanier Anderson III. "That rule does not violate the CARES Act,
is based on a reasonable interpretation of the Act, and the SBA did
not act arbitrarily and capriciously in adopting the rule."

Though it was in bankruptcy, Gateway Radiology sought the $527,710
loan in April 2020 through USF Federal Credit Union.  A document
submitted to the credit union indicated Gateway was not in
bankruptcy, and the credit union approved the loan, according to
court documents.

The appeals court said there is a dispute about why the form said
Gateway was not in bankruptcy.  But Gateway still needed to get
approval from the bankruptcy court to add debt, and the SBA
objected because it said the firm was not eligible for the Paycheck
Protection Program.

              About Gateway Radiology Consultants

Gateway Radiology Consultants P.A., based in Saint Petersburg,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
19-04971) on May 28, 2019.  In the petition signed by Gagandeep
Manget M.D., president, the Debtor disclosed $1,200,000 in assets
and $14,899,135 in liabilities as of the bankruptcy filing.  The
Hon. Michael G. Williamson oversees the case.  Joel M. Aresty,
P.A., serves as bankruptcy counsel to the Debtor.  Beighley Myrick
Udell and Lynne; and Paul C. Jensen, Attorney-At-Law, serve as
special counsel.


GC EOS: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
--------------------------------------------------------
S&P Global Ratings revised its ratings outlook to stable from
negative and affirmed its 'CCC+' issuer-credit rating on
aftermarket auto parts supplier GC EOS Buyer Inc. (BBB
Industries).

The stable outlook on BBB Industries reflects S&P's expectation it
will maintain adequate liquidity with no near-term debt maturities,
even if free operating cash flow (FOCF) reverts to slightly
negative in 2021.

The outlook revision and ratings affirmation reflect BBB
Industries' improved liquidity position and higher cash flow.  
Liquidity increased initially when the company issued $240 million
senior secured notes and used part of that to pay down its revolver
balance. BBB Industries increased its cash position to $82.3
million at the end of the third quarter from $7.9 million at the
end of 2019, primarily by reducing working capital, particularly
inventories. S&P said, "While we expect part of these working
capital gains to reverse in 2021 as volumes recover, BBB Industries
is in a substantially better liquidity position to absorb small
uses of cash in the next 12 months. We think that will provide a
cushion against unanticipated short-term negative market or
operational events over the next 12 months without a liquidity
crisis."

S&P said, "Our 'CCC+' issuer credit rating reflects BBB Industries'
poor track record of generating free cash flow, inconsistent
margins, and strategy to fuel growth through debt-financed
acquisitions.   Its recovery in the third quarter was stronger than
expected, but margins in previous quarters were much lower, even
those when COVID-19 had no impact. Margins improved through better
sourcing as acquired volumes led to great purchasing scale and some
improved labor productivity. Also, it increased the conversion of
sales from gross to net through improved training for its product
installation, which reduced warranty costs and returns. Still,
until BBB Industries sustains higher margins, we expect results
will remain volatile and leverage high. We expect adjusted leverage
will remain about 10x in 2020 and fall toward 8x in 2021. However,
the company may pursue acquisitions which keep leverage closer to
current levels. We also expect BBB will generate modest free cash
flow deficits in 2021 as working capital gains reverse."

COVID-19 remains a risk to the company's business.   The second
wave of virus cases will likely decrease vehicle miles traveled,
which will have a direct impact on demand for BBB Industries'
products. It remains unclear how severe this impact could be and
what the timing will be for widespread distribution of a vaccine.
BBB could also face issues at its remanufacturing facility in
Mexico if the virus is severe in that country.

The stable outlook on BBB Industries reflects S&P's expectation
that it will maintain adequate liquidity with no near-term debt
maturities, even if FOCF reverts to slightly negative in 2021.

Upside scenario

S&P could raise the rating if:

-- S&P believes FOCF to debt will likely improve to at least
break-even on a sustained basis; and

-- EBITDA margins remain in the high–teen percentages.

This could occur if the effects of the coronavirus pandemic quickly
reverse and vehicle miles traveled in the U.S. and Europe return to
normal. S&P would also expect the company to maintain adequate
liquidity.

Downside scenario

S&P could lower its rating on BBB Industries if:

-- S&P expects FOCF to remain negative for multiple quarters such
that it leads to a near-term liquidity crisis;

-- The company violates its financial covenants; or

-- S&P believes it will likely engage in a refinancing or
restructuring transaction that it would consider distressed
(debtholders receive less than par);

-- This could occur if the pandemic is more protracted and the
repercussions are more intense than S&P expects in 2021.


GENRTY VU: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Genrty Vu, MD, Inc.
        534 E. Maple Street
        Stockton, CA 95204

Business Description: Genrty Vu, MD, Inc. is a privately held
                      company in the health care business.

Chapter 11 Petition Date: December 25, 2020

Court: United States Bankruptcy Court
       Eastern District of California

Case No.: 20-25658

Debtor's Counsel: David C. Johnston, Esq.
                  DAVID C. JOHNSTON
                  1600 G Street, Suite 102
                  Modesto, CA 95354
                  Tel : (209) 579-1150
                  Email: david@johnstonbusinesslaw.com
                 
Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gentry Vu, M.D., president.

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

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

https://www.pacermonitor.com/view/SWYLPIA/Genrty_Vu_MD_Inc__caebke-20-25658__0001.0.pdf?mcid=tGE4TAMA


GLOBAL EAGLE: Jan. 29 Plan Confirmation Hearing Set
---------------------------------------------------
Judge John T. Dorsey has entered an order (a) approving the
Disclosure Statement for First Amended Joint Plan of Liquidation
for Global Eagle Entertainment Inc. and its Affiliate Debtors Under
Chapter 11 of the Bankruptcy Code, and (b) and setting a Jan. 29,
2021 hearing to consider confirmation of the Plan.

The objections to confirmation of the Plan are due Jan. 19, 2021 at
4:00 p.m. (Prevailing Eastern Time), which deadline may be extended
by the Debtors.

Ballots for accepting or rejecting the Plan must be received by the
Balloting Agent on or before 4:00 p.m. (Prevailing Eastern Time) on
Jan. 19, 2021 to be counted.

Any timely received Ballot that contains sufficient information to
permit the identification of the claimant and is cast as an
acceptance or rejection of the Plan will be counted; provided,
however, that any timely received ballot that is cast as an
acceptance of the Plan but that also purports to opt-out of the
third party release will be treated as a ballot accepting the Plan
and granting the aforementioned release.

The Plan confirmation hearing will be on Jan. 29, 2021, at 1:00
p.m. (Prevailing Eastern Time).

A full-text copy of the Disclosure Statement dated Dec. 14, 2020,
is available at https://bit.ly/3h768DH from PacerMonitor.com at no
charge.

A full-text copy of the Order dated Dec. 14, 2020, is available at
https://bit.ly/3atc7BC from PacerMonitor.com at no charge.

                About Global Eagle Entertainment

Headquartered in Los Angeles, Global Eagle Entertainment Inc. is a
provider of media, content, connectivity and data analytics to
markets across air, sea and land.  It offers a fully integrated
suite of media content and connectivity solutions to airlines,
cruise lines, commercial ships, high-end yachts, ferries and land
locations worldwide.  Visit http://www.GlobalEagle.comfor more
information.  

Global Eagle Entertainment and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22,
2020.  In the petition signed by CFO Christian M. Mezger, Global
Eagle disclosed $630.5 million in assets and $1.086 billion in
liabilities.

Judge John T. Dorsey oversees the cases.

The Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway
Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as
investment banker; Alvarez & Marsal North America, LLC as financial
advisor; and PricewaterhouseCoopers LLP as tax advisor. Prime
Clerk, LLC is the claims and noticing agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 5, 2020.  The committee has tapped Akin Gump
Strauss Hauer & Feld LLP and Ashby & Geddes, P.A. as its legal
counsel, and Perella Weinberg Partners LP as its investment banker.


GLOBAL EAGLE: Unsecureds to Recover 2.4% to 3.2% in Amended Plan
----------------------------------------------------------------
Global Eagle Entertainment Inc. and its Affiliate Debtors filed a
First Amended Joint Plan of Liquidation and a Disclosure Statement
on Dec. 15, 2020.

As reflected in the restructuring support agreement entered into
immediately prior to the commencement of the Chapter 11 cases by
and between the Debtors and an ad hoc group representing 90% of the
Debtors' first lien term loan and consisting of 78% of the Debtors'
first lien lenders (the "Ad Hoc DIP and First Lien Lender Group"),
the Debtors initiated the Chapter 11 Cases in order to pursue a
competitive sale process for their assets.  The sale process
culminated in the sale of substantially all of the Debtors' assets
pursuant to that certain asset purchase agreement by and between
the Debtors and GEE Acquisition Holdings Corp. as Purchaser (the
"Sale Transaction").

GEE Acquisition Holdings Corp. is a special purpose entity formed
for the benefit of the First Lien Lenders which, pursuant to the
Asset Purchase Agreement, will, among other things and as set forth
in more detail herein, in the Sale Order and in the Plan, credit
bid a portion of the First Lien Loan Claims and ensure the
administrative solvency of the Debtors and an orderly liquidation
and wind-down of the Post-Effective Date Debtors.  The Sale
Transaction was approved by the Bankruptcy Court on October 15,
2020.  The closing of the Sale Transaction is a condition precedent
to the Plan becoming effective.

Each Holder of an Allowed General Unsecured Claim will receive its
Pro Rata Share of the Class 3b and 3c Additional Sale Consideration
Amount to which it is entitled.  Class 3c Unsecured Claims have an
estimated amount of $40 to $80 million and 2.4% to 3.2% projected
recovery.

Distributions under the Plan shall be funded from the Additional
Sale Consideration Escrow Account, the Wind-Down Reserve or the
Professional Fee Escrow Account, as applicable, in accordance with
the WindDown Budget upon consummation of the Sale Transaction.  In
addition, on the Effective Date, the Plan Administrator shall sign
the Plan Administration Agreement and will accept, on behalf of
Holders of Allowed Claims entitled to distributions under the Plan,
the Plan Administration Assets.  The Additional Sale Consideration
Escrow Account and the Wind-Down Reserve, but not the Professional
Fee Escrow Account, shall vest in the Debtors and their Estates
pursuant to Article V.D of the Plan as Plan Administration Assets.


The Plan Confirmation Hearing has been scheduled for Jan. 29, 2021,
at 1:00 p.m., before the Honorable Judge John T. Dorsey, United
States Bankruptcy Judge for the District of Delaware, in the United
States Bankruptcy Court for the District of Delaware, located at
824 North Market Street, 5th Floor, Courtroom #5, Wilmington,
Delaware (or via telephonic or other electronic means, as the
Bankruptcy Court may direct).

A full-text copy of the First Amended Disclosure Statement dated
December 15, 2020, is available at https://bit.ly/34JweYF from
PacerMonitor.com at no charge.

                About Global Eagle Entertainment

Headquartered in Los Angeles, Global Eagle Entertainment Inc. is a
provider of media, content, connectivity and data analytics to
markets across air, sea and land. It offers a fully integrated
suite of media content and connectivity solutions to airlines,
cruise lines, commercial ships, high-end yachts, ferries and land
locations worldwide.  Visit http://www.GlobalEagle.com/for more
information.  

Global Eagle Entertainment and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22,
2020.  In the petition signed by CFO Christian M. Mezger, Global
Eagle disclosed $630.5 million in assets and $1.086 billion in
liabilities.

Judge John T. Dorsey oversees the cases.

Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway
Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as
investment banker; Alvarez & Marsal North America, LLC as financial
advisor; and PricewaterhouseCoopers LLP as tax advisor.  Prime
Clerk, LLC is the claims and noticing agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 5, 2020.  The committee has tapped Akin Gump
Strauss Hauer & Feld LLP and Ashby & Geddes, P.A. as its legal
counsel, and Perella Weinberg Partners LP as its investment banker.


GLOBAL NET: Moody's Assigns Ba2 CFR & Rates $500MM Unsec. Notes Ba3
-------------------------------------------------------------------
Moody's Investors Service assigned a first-time Ba2 corporate
family rating to Global Net Lease Operating Partnership, L.P.
Concurrently, Moody's has assigned a Ba3 rating to Global Net Lease
Operating Partnership, L.P.'s $500 million of seven-year unsecured
notes due 2027. The outlook on all ratings is stable.

GNL used the proceeds from the unsecured offering to repay
outstanding borrowings under its revolving credit facility,
partially repay its term loan, in addition to $88 million of
secured loans.

The following ratings were assigned:

Issuer: Global Net Lease Operating Partnership, L.P.

Senior Unsecured Debt, Assigned Ba3

Corporate Family Rating, Assigned Ba2

Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook, Assigned Stable

RATINGS RATIONALE

The Ba2 CFR is supported by GNL's stable portfolio of net-lease
assets which encompasses a growing industrial and distribution
portfolio, to complement its single-tenant office portfolio. The
rating also considers the REIT's consistently high portfolio
occupancy rates, solid revenue and NOI growth, and good fixed
charge coverage at 2.7x for the trailing twelve months ended
September 30, 2020.

At the same time, the rating is constrained by GNL's high
proportion of secured funding in its capital structure and high
leverage as measured by net debt to EBITDA. The rating also
considers geographic concentration in Michigan state, in addition
to the relative size of the REIT's unencumbered pool. Lastly, the
rating is constrained by GNL's external management structure which
creates potential conflicts of interest between management and GNL
investors.

As of September 30, 2020, GNL's portfolio was 99.6% leased with a
weighted-average remaining lease term of 8.7 years. 63% of the
REIT's assets is located in the U.S. and Canada and 37% in Europe.
The REIT relies on new investments to fuel its growth and has
successfully executed on almost $1.5 billion in acquisitions over
the last few years. GNL continues its strategy to build a portfolio
that is more heavily weighted towards industrial, a positive as
industrial assets have relatively lower maintenance and operating
costs relative to office. GNL's industrial/distribution portfolio
represented 47% of rent as of the end of the third quarter, up from
31% for the same period in 2017. Moody's remains bullish on the
industrial property sector in the near and long-term as the need
for faster deliveries and acceleration in online shopping is
leading to pent up demand for well-located logistics assets. GNL
also has a diversified tenant roster with no tenant representing
more than 4% of SLR (straight-line rent); FedEx, Whirlpool and the
GSA are the REIT's largest tenants. Moody's notes that while the
REIT's geographic footprint is internationally diverse, there is
material concentration in Michigan state which represented 14% of
annualized rental income as of 3Q20.

The rating broadly reflects GNL's capital structure with the
company's unsecured notes at Ba3, one notch below the CFR as the
company has primarily issued secured debt. Leverage as measured by
effective leverage and net debt to EBITDA was 53% and 8.6x,
respectively for 3Q20. Secured debt as a percentage of gross assets
was 48% which is very weak and falls in the B rating category. As
of September 30, GNL's unencumbered assets were $100 million. Also,
the gross carrying value of GNL's unencumbered assets was $1.4
billion as of 3Q20, of which approximately $1.3 billion was pledged
to the borrowing base under its revolving credit facility and term
loan. Should the company continue to grow while making a shift
towards a more unsecured capital structure, the senior unsecured
rating would align with the CFR rating.

The SGL-3 reflects adequate liquidity to support operations over
the next 12-18 months. It also takes into consideration the REIT's
availability under its line of credit and $300 million of cash and
cash equivalents at September 30. GNL's financial flexibility is
currently constrained as most of the company's earning assets are
encumbered by mortgages or otherwise pledged to the the credit
facility. The company's primary source of liquidity is its credit
revolver which matures in August 2024 (assumes the company
exercises its two six-month extension options). GNL's near-term
debt maturities are manageable with no major debt coming due until
2023.

The stable outlook reflects Moody's expectation for stable earnings
and revenue growth in the next 12-18 months. It also reflects our
expectation that GNL will continue to diversify its capital sources
as market conditions allow.

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

Upward ratings movement would require maintenance of net debt to
EBITDA closer to 7.0x (including Moody's standard adjustments),
effective leverage below 45%, and reducing secured debt levels
closer to 20% of gross assets. Geographic diversification with no
market representing more than 15% of total NOI would also be
required. For the CFR and the senior unsecured debt ratings to
align, it would require the company to continue to grow while
making a shift towards a more unsecured capital structure in
addition to increasing unencumbered assets as a percentage of gross
assets.

Downward rating pressure would result from effective leverage above
60%, fixed charge coverage below 2.3x, net debt to EBITDA
approaching 10x, and or a material weakness in its liquidity
position.

Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real estate
investment trust focused on acquiring a diversified global
portfolio of commercial properties, with an emphasis on
sale-leaseback transactions involving single tenant, mission
critical income producing net-leased assets across the United
States, Western and Northern Europe.

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.


GRADE A HOME: Unsecureds to Get Paid from Property Sale Proceeds
----------------------------------------------------------------
Grade A Home LLC filed with the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, a Combined Plan of
Reorganization and Disclosure Statement on December 15, 2020.

Grade A Home is a real estate investment property company owns 3
residential properties located in the Braeswood neighborhood of
Houston, Texas.  Grade A Home was formed with the intention of
leasing the Clifwood, Braeswood, and Woodvalley properties
(collectively, the "Properties") and selling the Properties after
the market stabilizes. The Properties are encumbered by a mortgage
for the benefit of its secured lender Housemax Funding (Toorak
Capital Partners LLC).

Class 3 is comprised of Allowed Unsecured General Unsecured Claims
against Grade A Home, including deficiency claims held by claimants
in Class 1. Holders of claims in Class 3 shall receive pro rata
cash payments based on their claims to the extent funds are
available from the sale of the Cliffwood, Woodvalley, and Braeswood
Properties, which will occur on or before 60 months following the
Effective Date.

Holders of interests in equity will not receive any distribution
from the sale(s) of the Properties unless the holders of General
Unsecured Claims and Deficiency Claims are paid in full.  The
Post-Confirmation Management of the Debtor will remain with
Muhammad Imran Sharif and Muhammad Amir Sharif.

Payments and distributions under the Plan will be funded the rental
income from the Cliffwood, Woodvalley, and Braeswood Properties.
The Debtor anticipates marketing the Properties later in 2021 in
order for the Houston, Texas real estate market to re-stabilize
from the effects of COVID19.

A full-text copy of the Combined Plan and Disclosure Statement
dated Dec. 15, 2020, is available at https://bit.ly/37EhXyg from
PacerMonitor at no charge.

Attorneys for the Debtor:

        Susan Tran Adams
        Brendon Singh
        1010 Lamar St., Suite 1160
        Houston TX 77002
        Tel: (832) 975-7300
        Fax: (832) 975-7301
        E-mail: STran@ts-llp.com

                        About Grade A Home

Grade A Home, LLC, a privately held company in Houston, Texas,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Case No. 20-31556) on March 2, 2020.  At the time of the
filing, the Debtor was estimated to have assets of between $1
million and $10 million and liabilities of the same range.  Judge
Eduardo V. Rodriguez oversees the case.  The Debtor is represented
by Corral Tran Singh, LLP.


HENRY FORD VILLAGE: May 4 Auction of Substantially All Assets
-------------------------------------------------------------
Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern
District of Michigan authorized Henry Ford Village, Inc.'s bidding
procedures in connection with the auction sale of substantially all
assets.

The sale will be free and clear of liens, claims, encumbrances, and
other interests.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: April 30, 2021

     b. Initial Bid: Each initial Bid must be in an amount that
exceeds by $250,000 a combination of (a) the purchase price agreed
to by the Stalking Horse Bidder; plus (b) the Stalking Horse Bid
Protections.  

     c. Deposit: 10% of the Bidder's proposed cash purchase price

     d. Auction: If at least two Qualified Bids are received by the
Bid Deadline, the Debtor will conduct the virtual Auction on May 4,
2021 or such later date, time, and location as the Debtor will
notify all Qualified Bidders who have submitted Qualified Bids that
are timely received.  If the Debtor does not receive at least two
Qualified Bids or otherwise determines appropriate: (a) the Debtor
may, in consultation with the Consultation Parties, cancel the
Auction; (b) the only Qualified Bid may be deemed by the Debtor to
be the Successful Bid for the Assets; and (c) the Debtor will be
authorized to ask approval of the Successful Bid at the Sale
Hearing.

     e. Bid Increments: TBD

     f. Sale Hearing: May 24, 2021 at 10:00 a.m. (ET)

     g. Sale Objection Deadline: May 21, 2021 at 4:00 p.m. (ET)

     h. The Stalking Horse Bidder, if any, will have the right
(including as part of any Overbid) to credit bid all or a portion
of its Bid Protections (if any).

     i. The Bond Trustee reserves its right to submit a credit bid
for the Assets and is a Qualified Bidder, enabling it to
participate at the Auction.  

The ability of the Debtor to provide the Bid Protections and the
expense reimbursements, each pursuant to the terms of the Bid
Procedures (inclusive of the consent of the Bond Trustee), is
approved.

After entry of the Bidding Procedures Order, the Debtor will file
with the Court and serve the Cure and Possible Assumption and
Assignment Notice on the Notice Parties.

The Sale Notice, the Cure and Possible Assumption and Assignment
Notice, and the Assumption Notice, are approved.   

Within two business days after the entry of the Order, the Debtor
(or its agents) will serve the Sale Notice by upon the Initial
Parties.

In the event that the Debtor enters into a Stalking Horse
Agreement, the Debtor will file with the Court, within two business
days after execution of such Stalking Horse Agreement the Notice of
Stalking Horse.

The Debtor will provide publication of the sale opportunity in at
least one senior living industry publication.

A copy of the Bidding Procedures is available at
https://bit.ly/34B9Tfx from PacerMonitor.com free of charge.

                    About Henry Ford Village

Henry Ford Village, Inc. is a non-profit, non-stock corporation
established to operate a continuing care retirement community
located at 15101 Ford Road, Dearborn, Mich.  It provides senior
living services comprised of 853 independent living units, 96
assisted living unites and 89 skilled nursing beds.

Henry Ford Village sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 20-51066) on Oct. 28, 2020.  In the petition signed by CRO
Chad Shandler, Henry Ford Village was estimated to have $50 million
to $100 million in assets and $100 million to $500 million in
liabilities.

The Hon. Mark A. Randon is the case judge.

The Debtor has tapped Dykema Gossett PLLC as its legal counsel and
FTI Consulting, Inc., as its financial advisor.  Kurzman Carson
Consultants, LLC, is the claims agent.


HOPSTER'S LLC: Assets Headed for Auction
----------------------------------------
Boston Restaurants reports that Hopster's LLC, a local brewery with
two locations in the Boston area, are hitting the auction block.

According to a tweet from TheDrewStarr (via an ad on Brewbound),
Hopsters in Newton and Boston are going on the auction block, with
auction and appraisal firm Paul E. Saperstein Co. showing that
brewery equipment, kitchen and bar equipment, fixtures and
furniture, and electronics are being offered via online auctions
for the Boston location on January 5 and the Newton location on
Jan. 12, 2021.

In November, a judge rejected a bid by Hopsters to prevent a
trustee from changing a September bankruptcy filing to a
liquidation; back in September 2020, Hopsters founder/owner Lee
Cooper had been looking to reorganize and reinvent the business in
order to keep it going.

                      About Hopster's LLC

Hopster's LLC, a Wayland, Mass.-based brew pub and brewery, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass.
Case No. 20-11823) on Sept. 3, 2020.  At the time of the filing,
the Debtor had estimated assets and liabilities of less than
$50,000.

Judge Janet E. Bostwick oversees the case.

The Debtor has tapped Alex R. Hess Law Group as legal counsel and
Burke & Raphael, LLC as accountant.

Stephen B. Darr was appointed as the Subchapter V trustee in
Debtor's case.  Murphy & King, Professional Corporation, serves as
his legal counsel.


HORTON INVESTMENTS: $1M Sale of Clarke County Property Approved
---------------------------------------------------------------
Judge Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia authorized Horton Investments, LLC's
sale of the real property consisting of an 11.923-acre parcel
located at the southeast corner of Routes 340 and 522 in Clarke
County, Virginia, Clarke County Tax Map Number 27-A-10B, pursuant
to the Commercial Purchase Agreement dated Aug. 21, 2020, to Retail
RE Capital Group, LLC, for $1 million.

At least three days prior to the anticipated closing, the closing
agent will supply a final Closing Disclosure or Settlement
Statement to the Debtor's counsel, who promptly will forward the
same for approval to counsel for Summit Community Bank.  The
counsel for the Debtor will notify the closing agent that the
conveyance may be closed once approval of Summit Community Bank has
been obtained.  Approvals and notifications pursuant to this
paragraph may made via electronic mail.

The Debtor is authorized to execute and deliver a deed and such
other usual and customary closing documents as may be required and
to authorize payment or credits from the proceeds of the sale for
usual and customary costs of sale, including without limitation,
the compensation of the real estate professionals, to the extent
such compensation is approved by the Court, with net proceeds to be
paid to Summit Community Bank, upon receipt of which Summit
Community Bank will release its Deed of Trust lien against the
Property.

The Debtor is authorized to compensate Link Realty upon
consummation of the sale of the Property the sum of $25,000 as
compensation for its services in selling the Property.  It is also
authorized to pay Greenfield & Craun Commercial the sum of $25,000
pursuant to the Contract.  

For good cause shown the Order is effective immediately upon entry
as permitted by Bankruptcy Rule 6004(h), so that the closing may
timely proceed.

                   About Horton Investments

Horton Investments, LLC, primarily engages in renting and leasing
real estate properties.

Horton Investments filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No.
20-50647) on Aug. 28, 2020.  The petition was signed by Nancy B.
Horton, member manager.  The Debtor hired Hoover Penrod, PLC, as
counsel.


HOTEL OXYGEN: Waterfall Economidis Represents Profectus Noteholders
-------------------------------------------------------------------
In the Chapter 11 cases of Hotel Oxygen Midtown I, LLC, the law
firm of Waterfall, Economidis, Caldwell, Hanshaw & Villamana, P.C.,
submitted a verified statement under Rule 2019 of the Federal Rules
of Bankruptcy Procedure, to disclose that it is representing the
Profectus Noteholders.

The Firm represents these entities:

     a) 21C System Pension Plan Trust (Jae Hyun Park), 125
        Eastlake Landing, Newnan GA 30265, owed approximately
        $2,131,457.53 under four promissory notes.

     b) Alexander P. Dumas, 5617 Scharf Ave., Fontana CA 92336,
        owed approximately $85,128.77 under one promissory note

     c) BetBe, Inc. Retirement Plan (Woo Hyuk Choi), 7841 Balboa
        Avenue Suite 208, San Diego CA 92111, owed approximately
        $420,698.08 as of the petition date under two promissory
        notes.

     d) Diane M. Wagner, 412 Arenoso Ln. #305, San Clemente CA
        92672, Owed approximately $95,769.86 under one promissory
        note.

     e) Estella R. Baradi, 850 N. Alexandria Ave., Los Angeles CA
        90029, owed approximately $634,443.29 under three
        promissory notes.

     f) Glerita M. Paras, 9854 Shoshone Ave, Northridge CA 91325
        owed approximately $504,931.51 under two promissory notes.

     g) Hakjoo Savercool Living Trust, 850 Sommer Drive, Dixon CA
        95620, owed approximately $1,596,164.38 under one
        promissory note.

     h) Humbelina O. Concepcion, 4349 Ironwood Drive, Chino Hills
        CA 91709, owed approximately $526,630.14 under two
        promissory notes

     i) Inho Park, 1585 Sapphire Lane, Diamond Bar CA 91765, owed
        approximately $1,596,164.38 under one promissory note.

     j) Jagdeep Singh Insurance Retirement Plan (Jagdeep Singh),
        4460 W. Shaw Ave. #315, Fresno CA 93722, owed
        approximately $30,295.89 under one promissory note.

     k) Michael Bell,4623 Lone Pine Lane, La Canada Flintridge CA
        91011, owed approximately $25,246.58 under one promissory
        note.

     l) Mila S. Peralta, 17810 Merridy St. #220, Northridge CA
        91325, owed approximately $403,945.21 under one promissory
        note.

     m) Neptunes Net Seafood, Inc. Pension Plan Trust (Michelle
        Lee), 1376 Redsail Circle, Westlake Village CA 91361, owed
        approximately $414,794.52 under two promissory notes.

     n) Prudencio C. Ranchez, 6615 Cleon Ave., North Hollywood CA
        91606, owed approximately $260,706.85 under one promissory
        note.

     o) Richard J. McCoppin, 190 Olivera Lane, Sierra Madre CA
        91024, owed approximately $755,517.81 under two promissory
        notes.

     p) Rory L. Wagner, 412 Arenoso Ln. #305, San Clemente CA
        92672, owed approximately $15,961.64 under one promissory
        note.

     q) Ryan Townsend, 7316 Santa Monica Blvd Unit 608, West
        Hollywood CA 90046, owed approximately $201,972.60 under
        one promissory note.

     r) Sequoia Orthopaedic & Spine Institute Retirement & Profit
        Sharing, 156 High Sierra Drive, Exeter CA 93221, owed
        approximately $130,591.86 under two promissory notes.

     s) Series Halicop Insurance Company, 7880 Airway Rd. Suite
        B6E, San Diego CA 92154, owed approximately $2,057,698.62
        under four promissory notes.

     t) Series Protocol One Insurance Company 1753 S. Hill Street
        Unit #1, Los Angeles CA 90015, owed approximately
        $266,027.40 under one promissory note.

     u) Series UHW Insurance Co., 300 Hyundai Blvd., Montgomery AL
        36105, owed approximately $425,643.84 under one promissory
        note.

     v) Soon Gyu Park (Unitech 1), 9808 Claiborne Square, San
        Diego CA 92037, owed a principal balance of approximately
        $54,000 under one promissory note.

     w) Jaesook Ryu (Unitech 1), 9808 Claiborne Square, San Diego
        CA 92037, owed a principal balance of approximately
        $15,000 under one promissory note.

     x) Sung Ho Ahn (Unitech 2), 5344 Green Willow Ln, San Diego
        CA 92130, owed a principal balance of approximately
        $54,000 under one promissory note.

     y) Soo Og Park (Unitech 2), 5344 Green Willow Ln, San Diego
        CA 92130, owed a principal balance of approximately
        $15,000 under one promissory note.

     z) The 2016 Lee Family Trust, 1220 W La Habra Blvd. #208, La
        Habra CA 90631, owed approximately $2,063,605.48 under
        three promissory notes.

    aa) Won Chang Choi, 993 Palencia Ct., Chula Vista CA 91910,
        owed approximately $252,465.75 under one promissory note.

    bb) Woori USA, Inc. Pension Plan Trust (Won Chang Choi), 1401
        Air Wing Road, Suite 1, San Diego CA 92154, owed
        approximately $201,972.60 under one promissory note.

Between November 20, 2019 and November 24, 2019 each of these
Noteholders entered into an Intercreditor Agency Agreement with
Profectus Wealth Management Company, appointing it as "to serve as
their agent and single point of contact in the Bankruptcy Case."
Noteholders granted PWMC authority to retain counsel, and such
professionals as it deemed appropriate and to assert and defend
Noteholders' rights in the Bankruptcy Case, and to enforce
Noteholders' rights outside the Bankruptcy Case. Noteholders
authorized PWMC to file proofs of claim and take any such steps as
PWMC deem necessary to enforce the Noteholders' rights to the
greatest extent permitted by applicable law. PWMC agreed to fund
the expenses. PWMC agreed to obtain Noteholders express written
consent prior to settling with Borrower. Under the Intercreditor
Agreement, Noteholders had the right to terminate PWMC's agency at
any time.

PWMC retained the Firm to represent the Noteholders in the jointly
administered Chapter 11 Bankruptcy cases. PWMC regularly
communicated directly with the Noteholders about the status of the
case and development of the Noteholders Plan of Reorganization
dated July 25, 2020.  Each of the Noteholders was provided any
bankruptcy court filings they requested.  Each of the Noteholders
with a complete copy of the solicitation package, including Order
Setting and Notice of: Conditional Approval of Disclosure
Statement, Setting Confirmation Hearing and Fixing Deadlines to (i)
Object to Plan, (ii) Vote on Plan, and (iii) Object to Discharge;
the Amended Disclosure Statement Regarding Noteholders' Plan of
Reorganization for Hotel Oxygen Palm Springs, LLC dated July 25,
2020; and Class 6 Ballots for each of their promissory notes/proofs
of claim.  Each Noteholder had the opportunity to review the
package, ask questions of PWMC and undersigned counsel or their own
counsel if they so choose.  Each Noteholder individually determined
their own vote to accept or reject the Plan.  While each
Noteholder's situation was unique, the most common deciding factors
was the desire to not take a 50% loss at this time, and to put
people they trust in charge of the Ivy Hotel for an opportunity to
make themselves whole on their investment.

Counsel for Noteholders can be reached at:

          WATERFALL, ECONOMIDIS, CALDWELL, HANSHAW &
          VILLAMANA, P.C.
          Kasey C. Nye, Esq.
          5210 E. Williams Circle, Suite 800
          Tucson, AZ 85711
          Telephone: (520) 790-5828
          Facsimile: (520) 745-1279
          E-mail: knye@waterfallattorneys.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/2Kv41hr

                 About Hotel Oxygen Midtown I

Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC,
are affiliate companies which operate hotels in Phoenix, Ariz.  The
companies are wholly owned subsidiaries of Oxygen Hospitality
Group, Inc., an owner-operator hospitality company that acquires,
renovates and manages a portfolio of mid-to upper scale branded and
independent hotel assets in the U.S. Founded in 2017, Oxygen
Hospitality is privately held and is headquartered in Phoenix,
Ariz.

Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm
Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel
Company, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Lead Case
No. 19-14399) on Nov. 12, 2019.  In the petitions signed by David
Valade, chief financial officer, Hotel Oxygen Midtown was estimated
to have assets of $1 million to $10 million and liabilities of
$100,000 to $500,000.  Judge Paul Sala oversees the cases.  Guidant
Law, PLC, is the Debtors' legal counsel.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors.  The committee is represented by Dickinson Wright PLLC.


HOVNANIAN ENTERPRISES: Swings to $50.9M Net Income in Fiscal 2020
-----------------------------------------------------------------
Hovnanian Enterprises, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing net income of
$50.93 million on $2.34 billion of total revenues for the year
ended Oct. 31, 2020, compared to a net loss of $42.12 million on
$2.02 billion of total revenues for the year ended Oct. 31, 2019.

As of Oct. 31, 2020, the Company had $1.82 billion in total assets,
$2.26 billion in total liabilities, and a total deficit of $436.09
million.

Hovnanian said, "Our business has been, and could continue to be,
materially and adversely disrupted by the present outbreak and
worldwide spread of COVID-19 and the measures that international,
federal, state and local governments, agencies, law enforcement
and/or health authorities implement to address it."

"There have been extraordinary and wide-ranging actions taken by
international, federal, state and local public health and
governmental authorities to contain and combat the outbreak and
worldwide spread of the novel coronavirus (COVID-19) in the United
States and across the world, including quarantines, curfews,
"stay-at-home" or "shelter in place" orders and similar mandates
for many individuals to substantially restrict daily activities and
for many businesses to curtail or cease normal operations.  Such
measures undertaken by governmental authorities to address COVID-19
have, and could continue to, significantly disrupt or prevent us
from operating our business in the ordinary course for an extended
period, and thereby, and/or along with any associated economic and
consumer uncertainty, have a material adverse impact on our
Consolidated Financial Statements."

"Our response to the various governmental measures in mid-March and
early April of 2020, including, among other measures, temporarily
closing our sales offices, model homes and design studios to the
general public and limiting our construction operations, and the
response of municipal and private services we rely on,
substantially tempered our sales pace.  Beginning in May and
continuing through October 31, 2020 our sales pace has exceeded our
pre-COVID sales pace.  The further spread of COVID-19 and a
resurgence of the infection rate have led governmental authorities
to once again tighten restrictions.  Although our sales pace and
net contracts have continued to be reasonably strong, they have
slowed some more recently, and we remain uncertain regarding the
full long-term magnitude or duration of the business and economic
impacts from the unprecedented COVID-19 pandemic.  Further, it
remains unknown whether recent, current or anticipated demand will
continue once the current COVID-19 pandemic subsides."

"Our business could also be negatively impacted over the
medium-to-longer term if the lasting disruptions related to the
COVID-19 pandemic decrease consumer confidence generally or more
particularly with respect to purchasing a home; cause civil unrest;
or precipitate a prolonged economic downturn and/or an extended
rise in unemployment or tempering of wage growth, any of which
could lower demand for our homes; impair our ability to sell and
build homes in a typical manner or at all, generate revenues and
cash flows, and/or access our senior secured revolving credit
facility or the capital or lending markets (or significantly
increase the costs of doing so), as may be necessary to sustain our
business; increase the costs or decrease the supply of building
materials or the availability of subcontractors and other talent,
including as a result of infections or medically necessary or
recommended self-quarantining, or governmental mandates to direct
production activities to support public health efforts; and/or
result in our recognizing charges in future periods, which may be
material, for impairments, land option write-offs or restructuring.
Such a circumstance could, among other things, exhaust our
available liquidity (and ability to access liquidity sources)
and/or trigger an acceleration to pay a significant portion or all
of our then-outstanding debt obligations, which we may be unable to
do.  The impacts from COVID-19 may also further delay our ability
to reverse all or any portion of our valuation allowance for
deferred taxes.  The inherent uncertainties surrounding the
COVID-19 pandemic, due in part to the evolving and changing
environment, infection levels and governmental directives, concerns
about the winter months, public health challenges and progress, and
market reactions thereto, also make it more challenging for our
management to estimate the future performance of our business and
develop strategies to generate growth or achieve our objectives."

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/357294/000143774920025763/hov20201031_10k.htm

                      About Hovnanian Enterprises

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian
and headquartered in Matawan, New Jersey, designs, constructs,
markets, and sells single-family detached homes, attached townhomes
and condominiums, urban infill, and active lifestyle homes in
planned residential developments.  The Company is a homebuilder
with operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina,
Texas, Virginia, Washington, D.C. and West Virginia. The Company's
homes are marketed and sold under the trade names K. Hovnanian
Homes, Brighton Homes.

Hovnanian Enterprises reported a net loss of $42.12 million for the
year ended Oct. 31, 2019, compared to net income of $4.52 million
for the year ended Oct. 31, 2018.  As of April 30, 2020, the
Company had $1.90 billion in total assets, $2.40 billion in total
liabilities, and a total deficit of $495.07 million.

                            *    *    *

As reported by the TCR on Feb. 10, 2020, S&P Global Ratings raised
its issuer credit rating on U.S.-based homebuilder Hovnanian
Enterprises Inc. to 'CCC+' from 'SD' because it believes the
company has completed exchange offers that it viewed as
distressed.

In November 2019, Moody's Investors Service downgraded Hovnanian
Enterprises' Corporate Family Rating to Caa2 from Caa1.  The rating
action was prompted by a series of refinancing transactions
completed and contemplated by Hovnanian that Moody's deems to be
distressed exchanges.


IDEANOMICS INC: Pays Off $14.5 Million Bond Debt
------------------------------------------------
Ideanomics, Inc. entered into a Payoff Letter Agreement with
Advantech Capital Investment II Ltd., dated Dec. 18, 2020, pursuant
to which the Company repaid in full all remaining obligations under
(i) the Amended and Restated Convertible Note Purchase Agreement,
dated June 28, 2018, by and between the Company and (i) the
Convertible Bond issued by the Company for the benefit of Advantech
in connection with the Purchase Agreement.  The aggregate
outstanding principal and interest due under the Bond was
$14,503,943 ("Payoff Amount") and the Payoff Amount has now been
paid off by the Company and all obligations under the Debt
Instruments are now terminated.

                           About Ideanomics

Ideanomics is a global company focused on the convergence of
financial services and industries experiencing technological
disruption.  Its Mobile Energy Global (MEG) division is a service
provider which facilitates the adoption of electric vehicles by
commercial fleet operators through offering vehicle procurement,
finance and leasing, and energy management solutions under its
innovative sales to financing to charging (S2F2C) business model.
Ideanomics Capital is focused on disruptive fintech solutions and
services across the financial services industry.  Together, MEG and
Ideanomics Capital provide its global customers and partners with
leading technologies and services designed to improve transparency,
efficiency, and accountability, and its shareholders with the
opportunity to participate in high-potential, growth industries.
The company is headquartered in New York, NY, with offices in
Beijing, Hangzhou, and Qingdao, and operations in the U.S., China,
Ukraine, and Malaysia.

Ideanomics reported a net loss of $96.83 million for the year ended
Dec. 31, 2019, compared to a net loss of $28.42 million for the
year ended Dec. 31, 2018.  As of Sept. 30, 2020, the Company had
$138.46 million in total assets, $49.33 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, $7.37 million in redeemable non-controlling interest, and
$80.50 million in total equity.

B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 16, 2020, citing that the Company incurred recurring
losses from operations, has net current liabilities and an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.


IQOR US: Moody's Assigns Caa1 CFR Following Bankruptcy Emergence
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to iQor US, Inc.
following its emergence from bankruptcy on November 19, 2020,
including a Caa1 Corporate Family Rating, a Caa1-PD Probability of
Default Rating, a B1 rating on the $95 million senior secured first
lien first-out term loan and a Caa2 rating on the $300 million
senior secured first lien second-out term loan. The company's new
capital structure also includes an unrated $80 million asset-based
revolving credit facility, which will have approximately $25
million drawn at the year-end.

iQor has materially reduced its debt and leverage through the
bankruptcy process, but financial and operating risks remain high
owing to current industry challenges due to the coronavirus
pandemic, still heavy debt service costs, capital expenditures, as
well as modest operating margins. The company will continue to face
earnings pressure over the next 12 months as a result of weak
consumer spend environment, contraction in the media and telecom
sectors and lower volumes associated with collections businesses.
The rating also incorporates Moody's expectation for weak liquidity
over the next 12-15 months, constrained by limited balance sheet
cash, significant revolver draws, and negative free cash flow
generation that may limit the company's ability to offer
competitive solutions and win new business.

The company is in the process of selling its product solutions
business, which is expected to close by the end of 2020. Proceeds
from the sale will be used to fund the restructuring of this
business in the first half of 2021. iQor will also be required to
use $12.5 million of funds held in an escrow account to prepay the
second-out term loan, if the sale is effectuated. Alternatively, if
the company does not close on the sale, the $12.5 million of escrow
funds will be released to fund the shutdown of the product
solutions business.

Assignments:

Issuer: iQor US, Inc. (New)

Corporate Family Rating, Assigned Caa1

Probability of Default Rating, Assigned Caa1-PD

Gtd Senior Secured 1st Lien First-Out Term Loan, Assigned B1
(LGD2)

Gtd Senior Secured 1st Lien Second-Out Term Loan, Assigned Caa2
(LGD4)

Outlook Actions:

Issuer: iQor US, Inc. (New)

Outlook, Assigned Stable

RATINGS RATIONALE

iQor's Caa1 CFR reflects the company's high leverage and
expectation for continued operating uncertainty associated with
industry conditions, leading to negative free cash flow generation
and increase revolver usage. Moody's projects iQor will have weak
liquidity over the next 12-15 months, including negative free cash
flow and modest remaining availability under its asset-based
revolving credit facility, somewhat mitigated by lack of near term
maturities. Moody's projects the company's debt-to-EBITDA to trend
towards mid-5x over the next 12-18 month, from 5.1x as of December
31, 2020. The rating also reflects the company's modest scale, low
operating margin relative to other rated business and consumer
services companies, meaningful customer concentration, as well as
the highly competitive and fragmented market segments in which iQor
operates.

Positively, the rating acknowledges the significant amount of debt
and leverage reduction during the reorganization and management's
good business execution through the bankruptcy process and the
pandemic. The credit profile also benefits from iQor's good global
market coverage, long-tenured and diversified customer base, solid
contract pipeline and Moody's expectation for long-term favorable
trends in the customer care services industry due to the ongoing
increase in outsourcing. The right-sizing of the capital structure
and the business restructuring should position iQor for long-term
growth despite ongoing industry consolidation.

The stable outlook reflects Moody's view that although iQor's
operating performance will remain challenged in 2021 by the
disruption from the COVID-19, the company's solid contract pipeline
and excess seat capacity support full recovery to pre-pandemic
levels in 2022.

Moody's expects iQor to have weak liquidity over the next 12-15
months. Sources of liquidity consist of approximately $35 million
of balance sheet cash at December 31, 2020, Moody's expectation for
negative annual free cash flow of around $5-10 million over the
next-12-15 months (depending on the level of capital spend) along
with projected $25-35 million of availability under the asset-based
revolving credit facility expiring in 2023. The bank loan agreement
contains a provision that allows the company to pay up to 50% of
its annual interest expense under the second-out term loan in kind.
Moody's expects the company will pay all interest in cash on the
outstanding debt over the next 12-15 months, despite having the
flexibility to defer payments in a PIK-option. Borrowings under the
first lien credit facility are subject to a net first lien leverage
ratio maintenance covenant of 7.75x beginning with the quarter
ending December 31, 2020 through the end of fiscal 2021, followed
by an aggressive quarterly step-down schedule thereafter. Moody's
expects the company will maintain adequate cushion with the
covenant based on our projected earnings and debt levels.

The first lien credit agreement does not contain provisions for an
incremental facility. There is very little flexibility for
transactions that could adversely affect creditors. The term loan
facility has a first lien net leverage ratio covenants with
contractual step-downs through the life of the loan. The ABL
facility agreement contains a cash dominion trigger if the excess
availability is less than the greater of $12 million and 20% of the
line cap for a period of at least three business days. There are no
leverage-based step-downs to the asset sales proceeds prepayment
requirement.

The assigned B1 rating to the first lien first-out term loan, three
notches above the CFR, reflects its senior priority of claim in the
recovery waterfall (behind the asset-based revolving credit
facility) and the first loss position of the first lien second-out
term loan. The assigned Caa2 rating on the first lien second-out
term loan, one notch below the CFR, reflects the subordination of
the lien of this class of debt and its size in the liability
waterfall.

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

A ratings upgrade would require the company to successfully execute
on its business plan, in particular reversing negative operating
trends, improving cash flow growth and increasing revolver
availability. Quantitatively, the ratings could be upgraded if the
company's debt-to-EBITDA is sustained below 5.0x, (EBITDA --
Capex)/interest expense (Moody's adjusted) above 1.25x, and at
least adequate liquidity is maintained.

The ratings could be downgraded if iQor's revenue or earnings
decline more severely than expected, free cash flow remains largely
negative, revolver usage is higher than anticipated or probability
of default increases.

iQor is a global provider of customer engagement and technology
enable business process outsourcing solutions. Solutions include,
customer service, third-party collections and accounts receivable
management to world's largest brands. The company uses integrated
digital capabilities and proprietary technology and analytics to
enhance the customer experience lifecycle. The company is expected
to generate annual revenue of $670 million as of the fiscal year
ended 2020. Post-bankruptcy emergence, the company's equity
ownership is allocated to pre-existing debt holders. The company is
in the process of sale/exit of the remaining product support
business, expected to close by year-end 2020.

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


JAZZ SECURITIES: Moody's Completes Review, Retains Ba3 CFR
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Jazz Securities Designated Activity Company and other
ratings that are associated with the same analytical unit. The
review was conducted through a portfolio review in which Moody's
reassessed the appropriateness of the ratings in the context of the
relevant principal methodology, recent developments, and a
comparison of the financial and operating profile to similarly
rated peers. The review did not involve a rating committee. Since
January 1, 2019, Moody's practice has been to issue a press release
following each periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Jazz's Ba3 Corporate Family Rating reflects its modest scale and
its niche position in sleep disorders and rare diseases. Growth
prospects for the next few years are good, driven by the recent
approvals of Zepzelca in small-cell lung cancer and Xywav in
certain sleep disorders. Financial leverage will remain relatively
low absent large acquisitions. These strengths are offset by
significant revenue concentration in Xyrem, representing over 70%
of sales and facing approaching generic competition in 2023. This
event will be transformational for Jazz even as some patients
converts to Xywav. Moody's anticipates that the company will make
debt funded acquisitions to support long-term growth.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.


KOSMOS ENERGY: Fitch Puts 'B' LongTerm IDR on Watch Negative
------------------------------------------------------------
Fitch Ratings has placed Kosmos Energy Ltd.'s (Kosmos) Long-Term
Issuer Default Rating (IDR) of 'B' and senior unsecured rating of
'B' for 7.125% USD650 million notes due 2026 on Rating Watch
Negative (RWN).

The RWN follows the indefinite postponement of Kosmos' previous
plan to fund Mauritania & Senegal capex commitments via farm-downs,
in favour of an assortment of off-market financing options to be
executed through 2022. While Fitch's view some of its options, such
as the pending Floating Production, Storage, and Offloading (FPSO)
unit sale & leaseback, as achievable, the less-defined nature of
the funding pipeline and significant funding needs in 2022 and
beyond present significant execution risk and are a key credit
constraint for Kosmos. Kosmos' IDR had been on Negative Outlook
since June 2020.

While Kosmos has successfully reduced operating expenditure (opex),
capex and completed the USD95 million farm down of certain offshore
exploration blocks to Royal Dutch Shell during 2020 as well as
secured a covenant amendment Fitch still expects covenant headroom
to be minimal through most of 2021. This limits availability of
internal liquidity sources for uses other than debt reduction and
exposes the company to disruptions in the recovery of hydrocarbon
prices.

KEY RATING DRIVERS

Off-Market Funding Plans: Kosmos has indefinitely postponed plans
to fund the around USD700 million of capex committed to Mauritania
& Senegal assets through 2023 via farm-downs as a result of the low
valuations for oil & gas assets following the pandemic. Fitch sees
the alternative funding plan of off-market options, including sale
& leaseback of infrastructure as well as other structured
transactions, as achievable but overall less certain. Fitch expects
current internal liquidity sources and headroom under financial
covenants to be insufficient to fund the capital commitments should
any of the major contemplated financings fail to materialise, which
is a key credit constraint for the company.

Limited Liquidity: Committed liquidity of USD601 million at
end-3Q20 (assuming zero reserve-based loan (RBL) availability
post-redetermination) is sufficient for Kosmos to weather the
remainder of 2020, and enter 2021 with a fairly comfortable
liquidity position. However, the company is expected to maintain a
minimal cushion under its net debt-to-EBITDAX covenant governing
its RBL and corporate revolver at least throughout 1H21. While
Fitch does not assume a breach of the covenant, minimal headroom
will restrict the company's financial flexibility with regard to
funding capex.

Covenant Levels in Focus: Fitch expects Kosmos' net debt-to-EBITDAX
to reach 4.7x in 4Q20, which represents minimal headroom under the
4.75x covenant threshold following the covenant amendment earlier
this year. Headroom under the covenant using our base-case forecast
assumptions is expected to remain minimal until at least 1H21. A
potential unremedied covenant breach constitutes an event of
default and will limit access to the company's committed debt
facilities as well as potentially leading to the acceleration of
outstanding amounts under the company's RBL and corporate revolver,
absent a waiver from lenders.

High Leverage: Following the downturn in oil and gas prices that
started in 1Q20 as well as the indefinite postponement of the
Mauritania & Senegal farm-downs, Fitch expects 2020 cash flows to
be significantly lower than 2019 levels while capex will be
significantly higher, resulting in a proportionate increase in FFO
net leverage to 7.3x in 2020. While Fitch expects a recovery in the
market during 2021, the resulting FFO net leverage of 4.7x is still
above our negative rating sensitivity of 4.0x for the 'B' rating.
Fitch expects that FFO net leverage will only normalise to below
4.0x (assuming successful execution on funding transactions) during
2022, but the deleveraging process is long and subject to material
uncertainty.

Financial Policy Actions Positive: Kosmos has responded to the low
hydrocarbon price environment by implementing a comprehensive set
of financial-policy measures, including the suspension of its
dividend as well as capex and opex cuts, alleviating cash flow
pressure during 2020, with total savings from these initiatives
exceeding USD300 million. Fitch views the policy package as
credit-positive.

RBL Amortisation Raises Liquidity Risks: While Kosmos has no
material near-term debt maturities, its RBL will begin amortising
in 2022, which makes the refinancing of existing debt and/or the
bolstering of internal liquidity more urgent. The RBL will be
re-determined on a semi-annual basis (March/September) after 2020,
which may result in a further borrowing-base reduction before the
broader-based economic recovery expected in 2021 fully
materialises. The postponement of farm-downs has also led to higher
expected capex, leading to negative free cash flow (FCF) from 2021,
which will add to funding requirements.

DERIVATION SUMMARY

Fitch rate Kosmos in line with Ithaca Energy Ltd (B/Rating Watch
Negative), as the latter's slightly higher production volumes of
around 75kboepd, lower capital intensity, lower leverage of around
2x, and stronger cash flow generation resulting from more robust
hedging are offset by Kosmos' significantly higher proved reserve
life of 11 years (four years for Ithaca) and a more
liquids-weighted production mix leading to higher long-term
margins. While Fitch expects adverse impact on Kosmos' liquidity
profile from a potential covenant breach and weaker credit metrics,
Fitch sees the potential pressure for Ithaca due to liquidity
issues experienced by its 100% parent, Delek Group.

Compared with Seplat Petroleum Development Company Plc
(B-/Positive) Kosmos has a smaller reserve base, lower reserve life
(Seplat: 30 years on a 2P basis), and higher leverage, which are
offset by a more diversified asset base versus Seplat's high
exposure to areas characterised by geopolitical risk.

KEY ASSUMPTIONS

-- Brent crude price of USD41/bbl in 2020, USD45/bbl in 2021,
    USD50/bbl in 2022 and USD53/bbl thereafter.

-- Henry Hub price of USD2.1/mcf in 2020, USD2.45/mcf in 2021 and
    thereafter.

-- Total net production of around 61kboe/d in 2020 and 2021,
    increasing to around 66kboe/d in 2022.

-- Tortue Ahmeyim project funded by the sale and leaseback
    agreement of FPSO, National Oil Company receivables-backed
    loan financing and additional debt.

-- Capex as guided by the company.

-- No dividend payments through to 2023.

Fitch's Key Assumptions for Recovery Analysis:

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

-- The going-concern EBITDA estimate reflects Fitch's view of a
    sustainable, post-reorganisation EBITDA level upon which we
    base the enterprise valuation (EV).

-- Kosmos' going concern EBITDA reflects our view on EBITDA
    generation from the company's Gulf of Mexico assets, assuming
    a sustained period of USD30/bbl Brent prices, followed by one
    year of moderate recovery; yielding a going concern EBITDA of
    USD130 million. Fitch focuses their analysis on EBITDA
    attributable to the Gulf of Mexico assets as the Gulf of
    Mexico subsidiaries guarantee the senior unsecured notes.

-- A 4.5x multiple is used to calculate a post-reorganisation EV,
    reflecting a mid-cycle multiple for the sector.

-- The notes rank pari passu with Kosmos' USD400 million
    corporate revolver, but are subordinated to the company's
    USD200 million GoM term loan that is secured against the US
    Gulf of Mexico assets. The notes are also subordinated to the
    company's USD1.32 billion RBL with respect to the Ghana and
    Equatorial Guinea assets. The notes and revolver benefit from
    joint and several senior unsecured guarantees from restricted
    subsidiaries owning the assets in the Gulf of Mexico. They are
    guaranteed on a subordinated unsecured basis by the restricted
    subsidiaries that guarantee the RBL.

-- After deducting 10% for administrative claims, our waterfall
    analysis generated a ranked recovery in the 'RR4' band,
    indicating a 'B' instrument rating. The waterfall analysis
    output percentage on current metrics and assumptions was 31%.
    The decline in recovery is driven by the arrangement of the
    fully drawn USD200 million secured term loan put in place and
    secured by the Gulf of Mexico asset base. Fitch views the loan
    as prior ranking to the senior unsecured notes.

RATING SENSITIVITIES

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

-- Un-remedied covenant breach.

-- Failure to secure additional financing in a sufficient amount
    to cover contractual capex needs.

-- A further lowering of the RBL's borrowing base yielding a
    deficiency that cannot be covered by internal liquidity
    sources.

-- FFO net leverage above 4.0x on a sustained basis.

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

-- As the rating is on RWN, a positive rating action is unlikely
    in the short term. However, increasing internal liquidity
    sources and/or further cost reductions such that covenant
    headroom becomes ample, allowing for free usage of committed
    liquidity sources as well as FFO net leverage falling below
    4.0x may result in a rating affirmation with the assignment of
    a Stable Outlook.

-- FFO net leverage declining below 3.0x on a sustained basis may
    support a positive rating action.

-- Successful execution of contemplated off-market funding
    options in 2021 and arrangement of a clear path to funding
    capex commitments in 2022, such that at least 75% of the
    expected Mauritania & Senegal capex is covered.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: At end-September 2020, Kosmos had around USD301
million of cash and USD300 million of availability under its USD400
million revolving credit facility (RCF), which matures in May 2022.
However, limited covenant headroom through to 1H21 limits access to
liquidity sources.

At end-September 2020, the company's indebtedness stood at USD2.4
billion, including USD1.45 billion drawn under the USD1.32 billion
RBL facility (after September's borrowing base re-determination;
March-September), which matures in March 2025 (starts amortising in
2022), USD100 million drawn under the USD400 million RCF, USD650
million of senior notes due April 2026 along with USD200 million of
GoM term loan due 2025 (starts amortising in 4Q21).

During the summer of 2020, Kosmos agreed with its lending group to
relax its net debt-to-EBITDAX covenant (tested on a semi-annual
basis) to 4.75x and 4.0x as of end-December 2020 and as of end-June
2021, respectively, before returning to its previous 3.5x level.
Under Fitch's base-case assumption, the company has limited
covenant headroom through to 1H21.

ESG Considerations

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


KRONOS ACQUISITION: Moody's Rates New $775MM First Lien Loan 'B2'
-----------------------------------------------------------------
Moody's Investors Service affirmed Kronos Acquisition Holdings
Inc.'s B3 corporate family rating and its B3-PD probability of
default rating. Moody's also assigned B2 ratings to Kronos'
proposed new $775 million first lien term loan and $600 million
senior secured notes, and a Caa2 rating to its proposed $525
million senior unsecured notes. The rating outlook remains stable.

The proceeds from the new debt issuances will be used to refinance
the existing term loan maturing in May 2023 and the existing senior
unsecured notes due August 2023. Remaining proceeds from the new
issuances and a portion of the cash on hand will be used to pay a
one-time dividend to the equity owners of Kronos, affiliates of
Centerbridge Partners L.P. and minority investors, and pay
transaction fees. Upon the closing of the refinancing transaction,
the ratings on the existing first lien term loan and unsecured
notes will be withdrawn.

Affirmations:

Issuer: Kronos Acquisition Holdings Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Assignments:

Issuer: Kronos Acquisition Holdings Inc.

Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Senior Secured First Lien Notes, Assigned B2 (LGD3)

Senior Unsecured Notes, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: Kronos Acquisition Holdings Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Kronos' B3 CFR is constrained by high leverage (Debt/EBITDA of 6.9x
for 2021E, pro forma for the increased debt from the refinancing
transaction and increased procurement costs during the
reconstruction period of the Lake Charles manufacturing facility);
temporary decrease in demand in automotive segment expected in the
near term mitigated by strength in pool and household segments; and
Kronos' ownership by a private equity firm, which could lead to
financial policies that are more favorable to shareholders.

However, the company benefits from strong demand in household and
pool segments driven by the coronavirus pandemic outbreak which is
expected to persist as consumer behaviours have changed; its
sizeable share of the US private label bleach market; its good
market positions in swimming pool additives and automotive fluids;
and good liquidity.

Kronos has good liquidity. The company's sources of liquidity total
approximately $270 million while it has mandatory term loan
repayments of about $8 million over the next 12 months. Kronos'
liquidity is supported by cash of $50 million after the closing of
the refinancing transaction, full availability under its $275
million ABL revolver due February 2023 (borrowing base of
approximately $200 million), and Moody's expected free cash flow
around $20 million through the next 4 quarters. Kronos does not
have to comply with any financial covenants unless ABL availability
falls below $15 million, which mandates compliance with a minimum
fixed charge coverage ratio of 1x. Moody's do not expect this
covenant to be applicable in the next 4 quarters. Kronos has
limited ability to generate liquidity from asset sales as its
assets are encumbered. Kronos has no refinancing risk until 2023
when its ABL revolving credit facility comes due.

The stable outlook reflects Moody's expectation that Kronos'
leverage will be elevated over the next 12 to 18 months as a result
of the increased debt level from the refinancing transaction and
the increased procurement costs resulting from the damage to the
Lake Charles manufacturing facility.

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

Kronos' rating could be upgraded if operating results improve over
the next 12 to 18 months and Kronos sustains adjusted Debt/EBITDA
below 5.5x (pro forma 6.9x for FY2021E) while maintaining good
liquidity. Kronos' ratings could be downgraded if its operating
results worsens and it sustains adjusted Debt/EBITDA above 7x (pro
forma 6.9x for FY2021E) or if its liquidity deteriorates
materially, due to negative free cash flow generation on a
consistent basis. Additional leveraging acquisitions or paying a
leveraging dividend to its private owner could also cause a
downgrade.

The first lien term loan and senior secured notes are ranked pari
passu with each other and are rated one notch above the CFR because
they rank behind the unrated $275 million ABL facility and ahead of
the proposed $525 million senior unsecured notes, which provides
loss absorption cushion for the term loan and senior secured notes.
The senior unsecured notes are rated two notches below the CFR to
reflect their junior position within Kronos' capital structure.

Kronos Acquisition Holdings Inc., operating as KIK Consumer
Products and headquartered in Concord, Ontario, manufactures a
variety of household cleaning, pool and spa additives and
automotive fluids. Excluding the divested personal care segment,
revenue for the twelve months ended October 3, 2020 was $1.7
billion. Kronos is owned by affiliates of Centerbridge Partners,
L.P., a private equity firm, and minority investors.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.


LBM ACQUISITION: Fitch Assigns Final 'B' IDR Amid Bain Capital Deal
-------------------------------------------------------------------
Fitch Ratings has assigned a final Long-Term Issuer Default Rating
(IDR) to LBM Acquisition, LLC of 'B' following the completion of
the acquisition of the company by Bain Capital and the associated
financing transactions. Fitch has also assigned a final 'B+'/'RR3'
rating to the senior secured term loan and delayed draw term loan
and a final 'CCC+'/'RR6' rating to the senior unsecured notes. The
Rating Outlook is Stable.

LBM's IDR reflects the company's high leverage levels following the
close of the acquisition, the company's relatively weaker
competitive position as a distributor in the building products
supply chain, the high cyclicality of its end-markets and its weak
profitability metrics. Fitch's expectation for residential housing
growth and a stabilizing commodity environment into 2021 supports
modest deleveraging in the intermediate-term through EBITDA growth.
The company's large scale, breadth of product offerings, extended
debt maturity schedule and adequate liquidity positions are also
factored into the IDR.

KEY RATING DRIVERS

High Leverage Levels: Fitch-measured pro forma (including
acquisitions completed YTD and acquisitions set to complete before
YE2020) total debt-to-operating EBITDA and net debt-to-operating
EBITDA are about 6.6x for the LTM period ending Sept. 30, 2020
following the consummation of the transaction by Bain Capital. The
strong residential housing backdrop and stabilizing commodity
environment entering 2021 support Fitch's forecast for modest
deleveraging to below 6x by YE2021, driven by revenue growth,
slight EBITDA margin expansion, and EBITDA contributions from
forecasted bolt-on M&A. Fitch forecasts limited debt paydown in the
next couple of years as the company pursues additional bolt-on M&A
with FCF generation and draws on the DDTL.

Weak Overall Competitive Position: The company's competitive
position is weak relative to more highly-rated building products
manufacturers in Fitch's coverage due to its position as a
distributor in the supply chain, LBM's relatively low brand equity,
and the company's limited value-added product offerings. Fitch
believes the company has little competitive advantage relative to
competitors of similar or greater scale. Breadth of product
offerings and national scale provide some competitive advantages
relative to distributors with only local presences and niche
product offerings.

The company estimates its market share within the markets it serves
is around 8%-10%, which is strong for the industry, but modest on
an absolute basis. Fitch estimates that U.S. LBM is the fifth
largest (after accounting for the pending Builders FirstSource and
BMC merger) professional building products distributor in the
United States. The company believes it has the number one or number
two market position in its key markets.

Low EBITDA and FCF Margins: LBM's profitability metrics are
commensurate with a 'B'-category building products issuer and are
roughly in line with large distributor peers. Fitch-adjusted EBITDA
margins have historically been in the 6%-7% range while FCF margins
have sustained in the low-single digits. Fitch expects EBITDA
margins to situate in the 7.0%-7.5% range during the forecast
period, driven by stronger operating leverage and some fixed-cost
takeout in 2020. The company's highly variable cost structure and
ability to wind down working capital should help preserve positive
FCF and liquidity through a modest construction downturn, but
material declines in EBITDA margins could lead to unsustainable
long-term leverage levels.

Financial Flexibility: LBM has good financial flexibility following
the close of the acquisition by Bain Capital due to its extended
debt maturity schedule and adequate liquidity position. The
company's near-term debt maturities are limited to 1% term loan
amortization per year until the term loan comes due in 2027. The
ABL facility had about $50 million outstanding out of $500 million
maximum capacity at the close of the transaction and will mature in
2025. Fitch forecasts EBITDA-to-interest paid to be sustained
around 3x from 2020 to 2023 in its base case assumptions.

Broad Product Offering: LBM offers a comprehensive suite of
products for homebuilders and other construction professionals,
including structural, interior and exterior products as well as
some installation services and light manufacturing capacity,
enabling the company to be a one-stop shop for residential and
commercial construction needs. This product breadth enhances
customer relationships, provides some competitive advantage over
smaller distributors and diversifies the company's supplier base.

Aggressive Capital Allocation Strategy: Fitch expects ownership
under Bain Capital to maintain an aggressive posture toward its
balance sheet and an acquisitive growth strategy. Fitch believes
ownership has a relatively high leverage tolerance as evidenced by
the high leverage multiple at the close of the transaction. Under
previous ownership but the same management team, the company
lowered leverage by over two turns of leverage from 2016 to 2019,
ending 2019 at 4.7x total debt-to-operating EBITDA, according to
Fitch measurements. Management and new ownership have expressed a
desire to focus on deleveraging through debt reduction and EBITDA
growth. Fitch expects most FCF, combined with draws on the DDTL, to
be applied toward bolt-on acquisitions during the forecast period.

Highly Cyclical End-Markets: The majority of LBM's sales are
directed to highly cyclical end-markets. Management estimates that
about 51% of sales are to new single-family home construction, 15%
to multi-family construction, 11% to commercial construction and 5%
to other end markets. The remaining 18% of sales are exposed to the
residential repair and remodel end-market, which Fitch views as
less cyclical than new construction activity. The company's
substantial exposure to new construction weighs negatively on the
credit profile when compared to other building products suppliers
with more stable end-market exposure. Credit metrics and
profitability may be more volatile than peers with higher repair
and replacement demand exposure through the construction cycle.

DERIVATION SUMMARY

LBM has weaker credit and profitability metrics than Fitch's
publicly-rated universe of building products manufacturers, which
are concentrated in low-investment grade rating categories. These
peers typically have total debt-to-operating EBITDA of less than or
equal to 3x, global operating profiles and stronger market share
than LBM. The company is smaller in scale but has similar
end-market exposure, profitability metrics and product offerings to
its closest publicly-traded peer, Builders FirstSource, Inc. (BLDR:
prior to its merger with BMC), but BLDR has substantially lower
leverage levels. LBM has similar leverage levels and profitability
metrics to Beacon Roofing Supply, Inc (BECN), but BECN has higher
exposure to less cyclical repair and replacement demand.

KEY ASSUMPTIONS

-- Fitch-measured pro forma total debt-to-operating EBITDA and
    net debt-to-operating EBITDA of about 6.6x following the close
    of the transaction with Bain Capital;

-- Mid-single digit organic revenue growth in 2020 and 2021
    supported by residential housing strength, partially offset by
    weakness in commercial construction activity;

-- Fitch-adjusted EBITDA margins sustain in the 7.0%-7.5% range;

-- FCF generation of roughly $100 million-$150 million annually,
    translating to FCF margins consistently in the low-single
    digits;

-- The company deploys FCF and utilizes undrawn DDTL capacity to
    fund bolt-on M&A activity over the next 24 months;

-- Total pro forma debt-to-operating EBITDA of 5.8x at YE2021 and
    5.3x at YE2022 and pro forma net debt-to-operating EBITDA of
    5.7x at YE2021 and 5.2x at YE2022;

-- EBITDA/interest paid around 3.0x during those years.

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

Fitch's GC EBITDA estimate of $228 million estimates a
post-restructuring sustainable level of EBITDA. This is about 23%
below Fitch calculated pro forma EBITDA for the LTM ending Sept.
30, 2020.

The GC EBITDA is based on Fitch's assumption that distress would
arise from weakening in the housing market combined with losses of
certain customers. Fitch estimates that annual revenues that are
about 15% below Fitch-forecast 2020 pro forma levels and
Fitch-adjusted EBITDA margins of about 6% would capture the lower
revenue base of the company after emerging from a housing downturn
plus a sustainable margin profile after right sizing, which leads
to Fitch's $228 million GC EBITDA assumption.

Fitch assumed a 5.5x EV multiple to calculate the going-concern EV
in a recovery scenario. The 5.5x multiple is below the 9.1x
purchase multiple paid by Bain Capital to acquire the company, and
below the 8.6x EBITDA multiple when BLDR acquired ProBuild for $1.6
billion in 2015. Additionally, Beacon Roofing Supply acquired
distributor Allied Building Products for $2.6 billion in 2017 at an
8.7x multiple. Fitch does not have recent data on recovery
multiples for building products distributors.

The ABL revolver is assumed to be 75% drawn at default, which
accounts for potential shrinkage in the available borrowing base
during a contraction in revenues that provokes a default, and is
assumed to have prior-ranking claims to the term loan in the
recovery analysis. The analysis results in a recovery corresponding
to an 'RR3' for the $1.35 billion secured term loan and undrawn
$300 million secured DDTL and a recovery corresponding to an 'RR6'
for the $550 million unsecured bond.

RATING SENSITIVITIES

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

-- Fitch's expectation that total debt-to-operating EBITDA will
    be sustained below 4.5x;

-- The company lowers its end-market exposure to the new home
    construction market to less than 50% of sales in order to
    reduce earnings cyclicality and credit metric volatility
    through the housing cycle;

-- The company maintains a strong liquidity position with no
    material short-term debt obligations.

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

-- Fitch's expectation that total debt-to-operating EBITDA will
    be sustained above 6.0x or that net debt-to-operating EBITDA
    will be sustained above 5.8x;

-- Operating EBITDA/Interest paid falls below 2.0x;

-- Fitch's expectation that FCF generation will approach neutral
    or fall to negative.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: The company has an adequate liquidity position
following the close of the financing transactions, supported by the
company's ABL revolver capacity. The company had about $50 million
outstanding under its $500 million ABL revolver after the close of
the transactions, which Fitch expects to be mostly paid down by
year-end 2020. The $300 million DDTL is available for acquisitions
and capex subject to first-lien net leverage of 4.5x. Fitch expects
the DDTL will be drawn over the next 24 months to fund continued
bolt-on M&A activity.

Maturity Schedule: The company has no meaningful debt maturities
post-transaction close until 2025, when the company's ABL revolver
comes due. The term loan and senior unsecured notes have maturities
of seven and eight years, respectively. The term loan amortizes at
1% annually and is subject to an excess cash flow sweep.

ESG Considerations

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


LIVE NATION: Moody's Rates New $500MM Senior Secured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Live Nation
Entertainment, Inc.'s $500 million senior secured notes issuance.
Live Nation's B2 corporate family rating, B2-PD probability of
default rating, B1 senior secured credit facilities and senior
secured notes ratings, B3 senior unsecured notes ratings, SGL-3
speculative grade liquidity rating, and negative outlook remain
unchanged.

The company plans to boost its liquidity with $425 million of the
proceeds and the remaining $75 million will be used to pay down its
term loan B.

Rating Assigned:

New Senior Secured Notes, Assigned B1 (LGD3)

RATINGS RATIONALE

Live Nation's B2 CFR is constrained by the continued significant
negative impact of the coronavirus pandemic on its revenue,
profitability and cash flow; the ongoing suspension of live events
until a vaccine is widely available; and leverage (adjusted
Debt/EBITDA) that will be sustained above 7x through the next 12 to
18 months (-13x for LTM Q3/2020). The rating benefits from adequate
liquidity, which provides flexibility to meet its obligations over
the next 12 months; good market position, enhanced by established
relationships with performing artists together with platforms for
concert promotions and ticketing; which create substantial entry
barriers; and good growth prospects especially in emerging markets,
where rising middle class incomes will drive increased consumption
of live events once the pandemic is under control.

The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regard the coronavirus outbreak as a
social risk under our ESG framework, given the substantial
implications for public health and safety. The rating action
reflects the impact on Live Nation of the deterioration in credit
quality it has triggered, given its exposure to live events, which
has left it vulnerable to shifts in market demand and sentiment in
these unprecedented operating conditions.

Live Nation's social risk is elevated. The coronavirus pandemic is
expected to continue to impact operations in the live entertainment
sector and in turn Live Nation's earnings and cash flow until a
vaccine becomes available. Also, the company's market position
attracts periodic adverse publicity related to both consumer
protection and anti-competitive behavior. These lead to periodic
calls for regulatory intervention and although the company has not
been sanctioned, credit concerns exist.

Live Nation's governance risk is elevated as it has engaged in
growth by acquisitions in the past without a public leverage
target.

Live Nation has adequate liquidity (SGL-3). Sources approximate
$2.1 billion while Moody's estimates that negative free cash flow
will be about $1 billion in the 12 months to September 30, 2021,
with minimal debt maturities. The company has stated that it
expects to consume about $175 million per month on average for the
last three months of 2020 (salaries, rent, interest, capex and
other expenses). Moody's expects the cash burn to improve in 2021
due to severance expenses incurred in 2020, which will generate
over $200 million in annual run-rate savings as well as the return
of live events once a vaccine is widely available in the middle of
2021. Liquidity is supported by $563 million of availability under
its $630 million multi-revolving credit facility that matures in
October 2024 (none drawn but there is $67 million of letters of
credit outstanding), $400 million of delayed draw term loan that
can be tapped for liquidity purposes through October 2021 and
repayable in October 2024, and cash of about $1.1 billion
(excluding $614 million in ticketing client cash, about $1 billion
of net event-related deferred revenue and accrued artist fees, and
$250 million of net minimum liquidity) when the notes transaction
closes. Live Nation has to comply with a $500 million minimum
liquidity test and Moody's has deducted that amount from the
company's cash, net of $250 million of deferred revenue. Live
Nation has limited ability to generate liquidity from asset sales.

The negative outlook reflects Live Nation's depressed credit
metrics and ongoing cash burn due to suspension of live events. The
negative outlook also signals that a rating downgrade may occur if
the coronavirus pandemic significantly pressures demand for live
events and the company's liquidity beyond mid-2021.

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

For an upgrade to be considered, the company must demonstrate
stable operating performance, eliminate its cash burn and maintain
good liquidity while sustaining Debt/EBITDA below 5.5x (-13x for
LTM Q3/2020) and FCF/Debt above 5% (-13% for LTM Q3/2020).

The ratings could be downgraded if suspension of live events
continues beyond mid-2021, if liquidity becomes weak or if
Debt/EBITDA is sustained above 6.5x (-13x for LTM Q3/2020) and
FCF/Debt below 0% (-13% for LTM Q3/2020).

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.

Live Nation Entertainment, Inc., headquartered in Beverly Hills,
California, owns, operates and/or exclusively books venues and
promotes live entertainment with operations in North America,
Europe, Asia and South America. The company also operates a leading
live entertainment ticketing and marketing company (Ticketmaster).
Revenue for the twelve months ended September 30, 2020 was $4.5
billion.


LRGHEALTHCARE: Court Approves $30 Million Sale of 2 Hospitals
-------------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that Concord Hospital
Inc. received bankruptcy court approval for its $30 million
acquisition of two New Hampshire hospitals from their bankrupt
parent, LRGHealthcare.

The Concord, N.H.-based hospital placed its bid as the
stalking-horse bidder for a Dec. 16, 2020 bankruptcy auction for
LRGHeathcare's Lakes Region General Hospital and Franklin Regional
Hospital.

LRGHealthcare canceled the auction and declared Concord the winner
after no other potential buyers emerged.

Judge Michael A. Fagone of the U.S. Bankruptcy Court for the
District of New Hampshire approved the sale in an order entered
Dec. 24, 2020.  The sale includes substantially all of
LRGHealthcare's assets.

                      About LRGHealthcare

LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit
healthcare charitable trust operating Lakes Region General
Hospital, Franklin Regional Hospital, and numerous other affiliated
medical practices and service programs.

LRGH is a community based acute care facility with a licensed bed
capacity of 137 beds, and FRH is a 25-bed critical access hospital
with an additional 10-bed inpatient psychiatric unit.  In 2002,
Lakes Region Hospital Association and Franklin Regional Hospital
Association merged, with the merged entity renamed LRGHealthcare.
LRGHealthcare offers a wide range of medical, surgical, specialty,
diagnostic, and therapeutic services, wellness education, support
groups, and other community outreach services.

LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No.
20-10892) on Oct. 19, 2020.  The petition was signed by Kevin W.
Donovan, president and chief executive officer.  At the time of the
filing, the Debtor estimated to have $100 million to $500 million
in both assets and liabilities.

Judge Bruce A. Harwood oversees the case.

The Debtor tapped Nixon Peabody LLP as counsel; Deloitte
Transactions and Business Analytics LLP and Kaufman, Hall &
Associates, LLC as financial advisors; and Epiq Corporate
Restructuring, LLC as claims, noticing, solicitation, and
administrative agent.


M/I HOMES: Moody's Hikes Corp. Family Rating to Ba3, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded M/I Homes, Inc.'s Corporate
Family Rating to Ba3 from B1, Probability of Default Rating to
Ba3-PD from B1-PD, and the ratings for the company's senior
unsecured notes to Ba3 from B1. The SGL-2 Speculative Grade
Liquidity Rating is maintained. The outlook is stable.

The rating upgrades reflect M/I Homes' increased revenue scale,
improvement in its key credit metrics, including debt leverage,
accomplished through solid growth in profitability and cash flow,
and maintenance of the company's conservative financial policies.
At September 30, 2020, M/I Homes' LTM revenue reached nearly $3
billion, with total debt to book capitalization standing at
approximately 37.8% and homebuilding EBIT to interest coverage at
6.1x. In the next 12 to 18 months, Moody's does not anticipate the
company to rely on its revolving credit facility as significantly
as previously given the expectation of positive cash flow from
operations as M/I Homes prudently invests in growth. This bodes
well for its leverage profile. Moody's expects M/I Homes' total
homebuilding debt to capitalization to be maintained below 45% and
other credit metrics to be sustained or improve over the next year.
Industry conditions are expected to be favorable in 2021, as
reflected in Moody's positive outlook for the homebuilding sector,
benefitting from low interest rates, low inventory of homes, and an
increased importance of a home amid the pandemic.

The following rating actions were taken:

Issuer: M/I Homes, Inc.

Upgrades:

Corporate Family Rating, Upgraded to Ba3 from B1

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD4)
from B1 (LGD4)

Outlook Actions:

Outlook, Remains Stable

RATINGS RATIONALE

M/I Homes' Ba3 Corporate Family Rating is supported by the
company's strong market position in its key geographic markets and
revenue scale of nearly $3 billion; conservative financial
strategies relating to homebuilding debt to capitalization,
acquisitions and share repurchases; prudent land strategy with over
half of land supply in optioned lots; focus on the first-time
product that contributes about half of total sales; and high
proportion of sold homes in the balance of homes in construction,
approximately 70% on average during the last twelve months.

At the same time, the rating is constrained by Moody's expectations
that rising land, labor and building materials costs will weigh on
gross margins over the next year; the potential that cash flow from
operations will be negative if investments in land and land
development are accelerated; risks of shareholder friendly
activities, given M/I Homes' available share repurchase program, or
acquisitions, although both are expected to be modest; and 4)
cyclicality of the homebuilding sector and exposure to protracted
declines during a market weakening.

The stable outlook reflects Moody's expectation that M/I Homes will
maintain solid credit metrics, in line with its conservative
financial and land strategy in the next 12 to 18 months, while
benefiting from robust demand conditions in the homebuilding
sector.

M/I Homes' SGL-2 Speculative Grade Liquidity Rating indicates
Moody's expectation that the company will maintain a good liquidity
profile over the next 12 to 15 months. Liquidity is supported by
$203 million of cash at September 30, 2020, an expectation of
modest positive cash from operations, ample available capacity
under the company's $500 million unsecured revolving credit
facility given that it is not expected to be significantly
utilized, robust compliance cushion under financial covenants, and
good sources of alternate liquidity given its land supply and an
unsecured capital structure.

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

The ratings could be upgraded if:

- The company continues to demonstrate expansion in scale and
improvement in geographic diversification

- Total homebuilding debt to book capitalization is sustained
below 40% throughout the year

- Homebuilding interest coverage is sustained above 5.0x and gross
margins exceed 20%

- Conservative financial policies and good liquidity, including
solid cash flow, are maintained

The ratings could be downgraded if:

- Total homebuilding debt to book capitalization approaches 50%
and interest coverage declines below 4.0x

- The company engages in aggressive shareholder friendly
activities or large scale acquisitions

- Liquidity profile weakens

- End market conditions deteriorate leading to net losses and
impairments

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.

Headquartered in Columbus, Ohio and formed in 1976, M/I Homes, Inc.
sells homes under the M/I Homes and Showcase Collection
(exclusively by M/I Homes) brands and the Hans Hagen brand in the
Minneapolis/St. Paul, Minnesota market. The company has
homebuilding operations in Columbus and Cincinnati, Ohio;
Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul,
Minnesota; Detroit, Michigan; Tampa, Sarasota and Orlando, Florida;
Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; and
Charlotte and Raleigh, North Carolina. In the LTM period ended
September 30, 2020, the company generated approximately $2.8
billion in homebuilding revenue.


MARYLAND ECONOMIC: Fitch Hikes Rating on 2016A-D Bonds to BB-
-------------------------------------------------------------
Fitch Ratings has upgraded to 'BB-' from 'B' the rating on the
Maryland Economic Development Corporation's senior private activity
bonds (PABs), series 2016A-D issued on behalf of Purple Line
Transit Partners LLC (PLTP; limited liability company) for the
Purple Line light rail transit (LRT) project (the project). Fitch
has also upgraded to 'BB-' from 'B' the rating on the subordinated
Transportation Infrastructure Finance and Innovation Act (TIFIA)
loan to PLTP for the project.

The ratings for both instruments have been removed from Rating
Watch Negative and assigned Positive Rating Outlooks.

RATING RATIONALE

The upgrade reflects the diminished risk of a contractor default
stemming from the execution of the global settlement agreement and
the high likelihood of a replacement contractor that will result in
project stability. The 'BB-' rating also reflects uncertainty
regarding the credit strength and security package of the
replacement contractor. The upgrade to 'BB-' also incorporates the
requirement of MDOT/MTA (payment obligation rating 'AA-') to make
the termination payment to lenders in the event a replacement
contractor is not found or amended financing terms not achieved.

The Positive Outlook reflects the expectation that all parties will
continue on a path forward towards successful replacement of the DB
contractor and an amended financing structure that ensures
successful project completion and timely payments of all future
debt service payment obligations. The project had investment grade
characteristics at financial close, prior to its completion risk
issues, and a multi-notch upgrade could be warranted depending on
the strength of the new DB contractor, the construction security
package, and the revised financial profile.

KEY RATING DRIVERS

The rating action follows the recent execution of a settlement
agreement between MDOT/MTA and PLTP following its approval by the
Maryland Board of Public Works (BPW). The agreement paves the way
for a replacement contractor to be solicited and for the project to
resume meaningful construction works.

On Dec. 16, Maryland's BPW approved a $250 million legal settlement
between MDOT/MTA and PLTP aimed at resuming major construction on
the project. Under the agreement, MDOT/MTA will pay the prior DBJV
$100 million by Dec. 31 and Fluor will exit PLTP. The state expects
that the remaining $150 million of the settlement will be paid from
proceeds of a new PLTP financing, which will occur upon the
selection of the new DB contractor. In that case, availability
payments will be increased to reflect the costs of additional
project debt. If a new contractor is not selected within the
deadlines of the settlement agreement, the state will pay the
remaining $150 million to the prior DBJV.

Meridiam and Star America will hire a new construction contractor
within one year to take over completion of the project, which is
around 40% complete. A new project completion date will be
determined as part of the new construction contract. As part of the
settlement, Meridiam and Star America agreed to spend up to an
additional $50 million to keep construction moving until a new
contractor is on board.

Under the settlement agreement, if a new contractor is not selected
within nine months (plus 60 days), the concession agreement will
terminate and the bonds will be paid off in full, unless all
parties (including lenders) consent to extension of the search
period. In the interim, the March and September 2021 debt service
payments are expected to be paid from existing equity.

RATING SENSITIVITIES

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

-- Visibility into the creditworthiness of the replacement
    contractor, the strength of the construction security package,
    and the revised financial metrics that collectively
    demonstrate a credit profile stronger than 'BB-'.

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

-- A return to a Stable Outlook, or perhaps a downgrade, could be
    warranted to the extent the completion risk analysis
    associated with the replacement contractor constrains the
    rating to 'BB-' or lower.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


MBIA INC: Moody's Affirms Ba3 Sr. Unsec. Debt Rating, Outlook Neg.
------------------------------------------------------------------
Moody's Investors Service has affirmed the senior unsecured debt
rating of MBIA Inc. at Ba3 and the insurance financial strength
rating of National Public Finance Guarantee Corporation at Baa2.
Moody's also affirmed the Caa1 IFS rating of MBIA Insurance
Corporation. The outlook for the ratings of MBIA and National were
changed to negative from stable, while the outlook for MBIA Corp.
was changed to negative from developing.

Moody's will comment on the rating and outlook of MBIA Mexico, S.A.
de C.V. in a separate press release.

RATINGS RATIONALE

RATING RATIONALE SUMMARY

The change in the rating outlook to negative for National and MBIA
reflects continued uncertainty regarding ultimate losses on
National's Puerto Rico exposures due to the economic and revenue
disruptions in Puerto Rico caused by the coronavirus pandemic,
which has also incrementally weakened the overall credit profile of
the company's broader US public finance portfolio. In addition,
National has continued to make large purchases of MBIA common stock
for its investment portfolio, which are non-admitted assets for the
calculation of the company's qualified statutory capital. In
Moody's opinion, this capital allocation decision in the face of
numerous uncertainties reflects the weak alignment of interests
between MBIA's shareholders and its policyholders and creditors.

The change in MBIA Corp.'s rating outlook to negative reflects the
significant uncertainty regarding the company's ability to realize
sufficient recoveries on Zohar collateral to secure its longer-term
solvency, despite the recent favorable court ruling in the
company's litigation with Credit Suisse regarding its RMBS put-back
claims.

RATING RATIONALE - National Public Finance Guarantee Corporation

National's Baa2 IFS rating (negative outlook) reflects the
insurer's sizable capital resources, the meaningful delinking from
its weaker affiliates and the continued amortization of its insured
portfolio, which gradually increases risk-adjusted capital adequacy
over time (assuming a static capital position). Offsetting these
strengths is National's run-off status, which results in a weak
alignment of interests between shareholders and policyholders, its
substantial exposure to below investment grade credits (including
Puerto Rico), which represented approximately 7.7% of its insured
book (gross par plus accreted interest on capital appreciation
bonds and 211% of qualified statutory capital at Q3 2020, as well
as use of the firm's capital to buyback MBIA common stock, which
weakens the company's asset quality and liquidity and reduces the
benefits of portfolio amortization on capital adequacy. At 3Q 2020,
National held more than 84 million MBIA shares with a current
market value of approximately $620 million, representing more than
20% of National's total cash and invested assets (including
non-admitted assets).

At Q3 2020, National had approximately $2.05 billion of gross par
exposure to the debt securities of Puerto Rico issuers, with
approximately 66% of this exposure to the Commonwealth of Puerto
Rico's General Obligation (Ca negative) and Commonwealth guaranteed
bonds and bonds issued by Puerto Rico Electric Power Authority (Ca
negative). More than four years into the debt restructuring
process, there continues to be significant uncertainty related to
the ultimate losses arising from National's remaining Puerto Rico
exposures. Moody's notes that the economic and revenue disruptions
in Puerto Rico caused by the coronavirus pandemic have slowed the
restructuring process and could result in a reduction in Puerto
Rico's debt servicing capacity, and thus higher loss severity on
debt insured by National.

RATING RATIONALE - MBIA Inc.

The Ba3 senior unsecured debt rating (negative outlook) of MBIA
reflects the credit profiles of its subsidiaries and its adequate
liquidity profile stemming from the firm's significant level of
liquid cash and invested assets held at the holding company level
($335 million at Q3 2020). Although Moody's expects ordinary
dividend payments from National to continue for at least the next
couple of years, MBIA has been unable to receive funds from the tax
escrow account due to losses arising from National's Puerto Rico
exposures. The firm's debt burden and meaningful asset risks, a
large share of which support its wind-down operations, remain a
distinct weakness, though Moody's notes that the firm's debt
service obligations are manageable over the next several years. The
notching between MBIA Inc.'s senior debt rating and the IFS rating
of its lead insurance subsidiary, National, is four notches,
reflecting the group's high financial leverage, lower projected
cash flows from the tax escrow account and the significantly weaker
credit profile of MBIA Corp.

RATING RATIONALE - MBIA Insurance Corporation

MBIA Corp.'s Caa1 IFS rating (negative outlook) reflects the firm's
weak (albeit improving) capital adequacy position and the
uncertainty associated with the outcomes of several ongoing loss
recovery efforts. MBIA Corp.'s liquidity position remains very
weak, with liquid assets of approximately $129 million at Q3 2020,
though Moody's notes that the recent favorable outcome in the
firm's lawsuit against Credit Suisse should significantly bolster
the company's liquidity position when finalized.

MBIA Corp.'s longer-term viability rests on its ability to recover
the substantial majority of the firm's $1.1 billion of expected
salvage recoverables, primarily relating to excess spread
recoveries on second-lien RMBS securities, a mortgage loan put-back
claim related to alleged breaches of representations and warranties
by Credit Suisse on a legacy insured RMBS transaction and
recoveries from sales of collateral backing the defaulted Zohar I
and Zohar II collateralized loan obligation transactions. The
inability of MBIA Corp. to realize substantial recoveries from
these efforts would likely result in regulatory intervention, which
could result in a claims payment freeze, partial claims payments,
or rehabilitation proceedings.

On November 30, 2020, the Supreme Court of the State of New York
announced its decision in MBIA Corp.'s case against Credit Suisse
regarding mortgage loan put-back claims on a legacy second-lien
RMBS transaction originated in 2007. Based on the 51.5% breach rate
for the transaction determined in the ruling, MBIA Corp. would be
awarded up to $680 million. The outcome will be accretive to MBIA
Corp.'s capital adequacy and substantially boost its liquidity
position, should it be finalized. Although Credit Suisse could
appeal the decision and further delay the final judgment, Moody's
think the court's ruling is a favorable outcome for MBIA Corp. and
positive for the firm's overall credit profile.

In contrast to the favorable outcome in the Credit Suisse
litigation, however, MBIA Corp.'s asset recoveries related to the
Zohar CLO defaults have been limited thus far. In the past four
years, MBIA Corp. has recovered only a small portion of its claims
payments, reflecting delays caused by litigation with the former
collateral manager of the Zohar CLOs. MBIA Corp. has reduced its
estimate of salvage recoverables related to the Zohar collateral in
recent quarters due to bankruptcy filings and restructurings among
certain Zohar portfolio companies, creating heightened levels of
uncertainty regarding MBIA Corp.'s ability to realize sufficient
recoveries on the remaining Zohar collateral to secure its
longer-term solvency.

Moody's added that the ratings on MBIA Corp.'s surplus notes
(Ca(hyb)) and preferred stock (C(hyb)) reflect their high expected
loss content given the company's weak capital profile and the
deeply subordinated nature of these securities.

According to Moody's, credit deterioration at MBIA Corp. has only a
limited impact on the broader MBIA group given the substantial
delinking following the removal of the cross-default provision with
MBIA Inc.'s debt in 2012.

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

National Public Finance Guarantee Corporation

The following factors could result in the stabilization of
National's outlook: (1) Losses from exposure to Puerto Rico in line
with our current LGD point estimates; and/or (2) improved
risk-adjusted capital adequacy. Conversely, the following factors
could result in a downgrade of National's rating: (1) developments
in Puerto Rico result in losses that reduce the firm's qualified
statutory capital by more than 25% over a twelve month period; (2)
capital extraction in excess of the firm's ordinary dividend
capacity without a commensurate reduction of insured risk; (3)
significant additional purchases of MBIA common stock for its
investment portfolio; and (4) provision of material capital support
to MBIA Corp.

MBIA Inc.

The following factors could lead to an upgrade of MBIA's senior
debt rating: 1) an upgrade of National; and/or 2) a significant
reduction in adjusted financial leverage. Conversely, the following
factors could result in a downgrade: 1) a downgrade of National;
and/or 2) constrained liquidity at the holding company with visible
projected cash inflows and existing liquid assets covering less
than two years of debt service.

MBIA Insurance Corporation

The following factors could result in the stabilization of MBIA
Corp.'s outlook: (1) improved capital adequacy and liquidity
profile; (2) a reduction in exposure to large single risks; and (3)
favorable final settlement of its RMBS put-back claims and
substantial recoveries from Zohar collateral sales. Conversely, the
following factors could result in a downgrade: (1) failure to
secure substantial recoveries on Zohar collateral; (2) portfolio
losses meaningfully in excess of current expectations; (3) a
meaningful reduction in expected excess-spread recoveries on
second-lien RMBS; and (4) deterioration in the company's liquidity
profile.

RATING LIST

The following ratings have been affirmed:

MBIA Inc. - Senior unsecured debt at Ba3;

National Public Finance Guarantee Corporation - insurance financial
strength at Baa2; and

MBIA Insurance Corporation - insurance financial strength at Caa1,
surplus notes at Ca(hyb), non-cumulative preferred stock at C(hyb),
and preferred stock at C(hyb).

Outlook Actions:

MBIA Inc. - outlook to Negative from Stable

National Public Finance Guarantee Corporation - outlook to Negative
from Stable

MBIA Insurance Corporation - outlook to Negative from Developing

The principal methodology used in these ratings was Financial
Guarantors Methodology published in November 2019.

MBIA Insurance Corporation and National Public Finance Guarantee
Corporation are financial guaranty insurance companies domiciled in
New York State and are wholly owned subsidiaries of MBIA Inc. As of
September 30, 2020, MBIA Inc. had consolidated gross par
outstanding of approximately $64.6 billion (including accreted
interest on CABs) and total claims paying resources at its
operating subsidiaries of approximately of $4.2 billion.


MCGRAW-HILL GLOBAL: Fitch Affirms B+ LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of McGraw-Hill Global Education Holdings, LLC (MHGE) at 'B+'
and related issue ratings. In addition, Fitch has assigned an issue
rating of 'BB'/'RR2' to the new 1.5 lien secured debt, and has
downgraded the senior unsecured to 'BB-'/'RR3' from 'BB'/'RR2'. The
issue ratings are driven by MHGE's proposed recapitalization
transaction discussed below. Finally, Fitch is withdrawing
McGraw-Hill Global Education Finance, Inc.'s (MHGE Finance) IDR to
conform with policy. The Rating Outlook has been revised to Stable
from Negative.

Fitch views the recapitalization transaction positively as it
extends the company's maturity profile by more than two years with
no change in the overall quantum of debt or total leverage. First
lien leverage declines slightly due to the proposed $200 million
paydown of the first lien term loan. Although the new 1.5 lien
secured notes increase the amount of secured debt in MHGE's capital
structure, thereby resulting in the downgrade of any remaining
unsecured notes, they will be junior to the first lien bank debt
and, therefore, will not affect first lien leverage. Finally, the
April 2022 HoldCo term loan maturity overhang, which is one month
ahead of the OpCo term loan's existing maturity, is removed.

Fitch's 'B+' IDR is driven by MHGE's leading position in the
domestic K-12 and global higher ed content publisher markets, with
additional global exposure to professional education content and
services. MHGE is currently one of the top three K-12 and higher ed
digital and physical content creators. MHGE has generally
outperformed its competitors over the last few years, despite
industry issues that resulted in several of its competitors
experiencing operating issues.

The Outlook change is driven by Fitch's expectations that the
company's positive 2Q21 operating performance, with revenue and
EBITDA margin growth exceeding Fitch's prior expectations, will
continue. Most importantly, during that period, higher education
digital billings growth more than offset print declines for the
first time. Fitch expects the transition to digital, which the
coronavirus pandemic accelerated, will continue its prior growth
path. The move to digital also allows for a more efficient cost
structure, which facilitated a portion of the company's more than
$100 million cost reduction program. Fitch believes the cost
synergies are largely attainable, and its rating case assumes a
blend of expense realization success for each category and
approximately $45 million of upfront costs.

Fitch notes the underlying challenges facing educational publishers
remain. In higher ed, the growing consumer focus on educational
content affordability coupled with significant substitution threat
continue. To combat this, MHGE created several lower cost offerings
centered on inclusive access and term-length direct textbook
rentals through its existing distribution network, which have been
well received. Additionally, Fitch recognizes the coronavirus
pandemic will negatively affect federal, state and local budgets,
which may lead to reduced or delayed aggregate spending on
education. Although Fitch takes some comfort from prior periods of
economic stress never leading to significant cancellations of K-12
adoptions, with only a few instances of one year delays; however,
the current economic dislocation has little historic precedent.

On Dec. 15, 2020, McGraw-Hill announced a recapitalization that
amends and extends its first lien secured credit agreement, creates
a new 1.5 lien term loan maturing in November 2024, retires the
HoldCo term loan and reduces outstanding unsecured note balances.
The existing revolver and term loan maturities would be extended to
November 2023 from May 2021 and November 2024 from May 2022,
respectively. The revolver commitment of $350 million may be
reduced as the company has up to $150 million of availability under
its existing accounts receivable (AR) securitization facility and
has not drawn under the revolver since its inception. Net proceeds
from the 1.5 lien term loan will be used to reduce the first lien
term loan by up to $200 million (approximately 12.6%), retire the
existing HoldCo term loan ($191 million outstanding) and reduce an
undisclosed portion of existing unsecured notes ($400 million
outstanding), all at par. The existing security package will also
be amended to increase the stock pledge of first tier foreign
subsidiaries to 100% from 65%.

Fitch is withdrawing MHGE Finance's IDR to conform with policy, as
the entity exists purely as a finance company.

KEY RATING DRIVERS

Coronavirus: The economic dislocation caused by the coronavirus may
adversely affect near-term spending on K-12 and higher ed. Budgets
will be negatively affected by the severe reduction in government
revenues along with increased spending for prevention and
treatment. Fitch believes state budgets are most at risk over at
least the near-term given their dependence on sales and/or income
taxes for revenue. Local governments should be less affected over
the near-term as they derive varying portions of their revenues
from property taxes, which are typically escrowed if the property
has a mortgage. However, the ultimate scope of financial damage and
trajectory of a recovery remain highly uncertain, depending on the
severity and duration of the crisis.

K-12 educational spending is primarily funded by state and local
governments and the current adoption calendar, projected to be
relatively flat through 2022, has not yet been adjusted for the
coronavirus. Fitch notes that, during prior periods of economic
stress, K-12 adoptions were rarely canceled or even delayed (if
they were delayed it was only for one year). However, given that
the current economic dislocation has little historic precedent,
Fitch will pay close attention to upcoming near-term adoption
calendars for signs of funding stress or delays in timing, with a
focus on states' fiscal 2021 budgets, many of which began on July
1, 2020. Given that state budgets typically include funding to
cover approximately 45% of local educational content purchases,
signs of stress at the state level could be a bellwether for
adoption delays.

For higher ed, while the potential for federal and state cuts in
college funding and student aid is always an issue, the
unprecedented nature of the current situation could exacerbate this
problem. Fitch believes long term enrolment will continue to
stabilize as college degrees remain a necessity for many jobs. In
addition, college enrolment typically increases during recessions
as jobs are harder to find and people look to augment their skills.
Finally, most funding for higher ed textbooks and other course
materials comes directly from students. However, near-term
enrollment could be affected by potential coronavirus disruptions
including students delaying starting or returning to school (gap
year) and the closing of colleges that were under financial duress
before the crisis.

Diversified Revenues: For MHGE's fiscal year ended March 31, 2020,
approximately 40% of total revenue were from higher ed content, 37%
from K-12 content, 15% from international, which includes sales of
higher ed and K-12 materials, and 8% from global professional
education content and services.

Market Share: MHGE holds leading positions in its two largest
segments. The company has a strong market share in the U.S. higher
ed market, with its digital offerings showing continued growth.
However, the overall market remains under pressure due to ongoing
"share" loss to rental and used textbook offerings. For the U.S.
K-12 publishing market, Fitch believes Houghton Mifflin Harcourt,
MHGE and Savvas Learning Company (f.k.a. Pearson U.S. K12
Education), collectively, hold more than 80% market share.

Long-Term Digital Opportunity: Fitch believes the overall
transition to digital will continue apace, with digital billings
having grown to 68% of LTM ended Sept. 30, 2020 total billings from
33% in FY15. Fitch notes K-12 billings are excluded from this
number due to adoption-related variations. During 2Q21, higher ed
digital billings growth more than offset print declines for the
first time, which Fitch expects to continue over the rating
horizon. The transition to digital, which the coronavirus only
accelerated, allows for a more efficient cost structure. Fitch
expects MHGE to continue investing in its digital products,
including through small bolt-on acquisitions.

Cost Savings: MHGE is implementing more than $100 million of cost
savings, which it expects to fully realize over the next two years.
The cost synergies are driven primarily by operating efficiency
improvements, along with corporate function and technology benefits
and real estate optimization. Fitch believes the cost synergies are
largely attainable, and its rating case assumes a blend of expense
realization success for each category and approximately $45 million
of upfront costs. Fitch's estimates are based on varying
expectations for synergy realizations based on the category and
scope of the expected expense cuts, the probability of realizing
reductions within each category, and typical industry expense cut
realizations.

Higher Ed Concerns: Higher ed is experiencing significant changes
affecting industry sales. Students, concerned about rising
educational content costs, are increasingly choosing to rent or
purchase used textbooks or not to buy them. The shift from print to
digital also disrupted demand predictability and increased lower
priced or free alternatives (e.g. open-source content). To combat
this, MHGE created lower cost offerings through inclusive access
and term-length textbook rentals via its distribution network that
are increasingly gaining traction.

DERIVATION SUMMARY

MHGE is well positioned in the domestic K-12 and global higher ed
textbook publisher markets, with additional global exposure to
professional education content and services. MHGE is one of the
leading global providers offering a full set of content and
services, including robust digital platforms, across a broad range
of education segments. In addition, MHGE has generally outperformed
its competitors over the last few years, despite industry issues
that resulted in several of its competitors experiencing operating
issues.

KEY ASSUMPTIONS

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

-- Higher ed digital billings continues to gain traction and
    total billings grow by mid-single digits in 2021 and low
    single digits thereafter.

-- K-12 sees some adoptions pushed into fiscal 2022, resulting in
    no growth in 2021 and low single digits thereafter.

-- Aggregate remaining segments are expected to grow in the low
    single digits.

-- EBITDA margins continue to improve driven by planned cost
    savings and growing digital acceptance.

-- FFO grows to almost $300 million by FY24.

-- $700 million of aggregate sponsor dividends in FY23 and FY24
    funded with debt issuance and cash balances.

-- PF FFO Leverage remains in the low 5x range over the rating
    horizon.

KEY RECOVERY RATING ASSUMPTIONS

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

-- Fitch has assumed a 10% administrative claim.

Going-Concern (GC) Approach

MHGE's recovery analysis assumes significant coronavirus-related
K-12 adoptions delays followed by market share loss, driven by an
inability to win enough upcoming adoptions and ongoing industry
issues in the higher ed segment dragging down revenues, which
pressure margins. The post-reorganization GC EBITDA of $400 million
is based on Fitch's estimate of MHGE's average EBITDA over a normal
cycle, adjusted to include the change in deferred revenues. It also
accounts for MHGE's operating performance relative to its
competitors and its overall industry segments.

Fitch assumes MHGE will receive a GC recovery EV multiple of 7.0x
EBITDA. The estimate considered several factors. HMHC and Pearson
have traded at a median EV/EBITDA of 12.2x and 10.9x, respectively.
During the last financial recession, Pearson traded at ~8.0x
EV/EBITDA, while neither MHGE nor HMHC were public at the time. In
2014, Cengage emerged from bankruptcy with a $3.6 billion
valuation, equating to an emergence multiple of 7.7x. The most
recent textbook publishing transaction occurred in February 2019
with Pearson's sale of its K-12 business for 9.5x operating profit
(EBITDA was not disclosed). Prior to that, in March 2013 Apollo
Global Management LLC acquired MHGE from S&P Global, Inc. for $2.5
billion, or a multiple of estimated EBITDA of approximately 7x.

Fitch assumes the AR securitization facility will be 75% drawn and
the proposed transaction reduces the revolver to $250 million,
which would be 100% drawn at bankruptcy. Under this scenario it
estimates full recovery prospects for the first lien senior secured
credit facilities and rates them 'BB+/RR1', or three notches above
MHGE's 'B+' IDR. Although Fitch also estimates full recovery
prospects for the 1.5 lien debt, Fitch criteria only allows first
lien debt to receive an 'RR1'. As such, the 1.5 lien debt is
notched down from the first lien to 'BB'/'RR2'. Finally, the
unsecured debt is notched down to 'BB-'/'RR3' given MHGE's heavy
weighting toward secured debt under the proposed capital structure
and the resultant reduced recovery prospects.

RATING SENSITIVITIES

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

-- MHGE establishes a financial policy that results in a
    significant improvement in operating metrics, including FFO
    total leverage.

-- Pro forma for the acquisition, debt reduction is sufficient
    enough to drive Fitch-calculated FFO total leverage below 5x
    with the expectation it can be sustained at that level through
    cyclical adoption troughs.

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

-- Fitch-calculated FFO total leverage exceeds 6x on a sustained
    basis into cyclical industry improvement, whether driven by
    operating results or a leveraging transaction.

-- Mid-single-digit cash revenue declines, which may be driven by
    declines or no growth in digital products (caused by a lack of
    execution or adoption by professors).

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of Sept. 30, 2020, MHGE had $360 million in
cash, $346 million available ($4.3 million of outstanding L/Cs)
under a $350 million revolver due May 2021 and $80 million under a
$150 million incremental seasonal AR line due August 2023. There
are currently no material maturities until May 2022, when the
existing $1.6 billion first lien term loan matures.
Fitch-calculated FFO-adjusted total leverage was 5.0x, pro forma
for the inclusion of Fitch's estimated cost-savings.

Fitch's focus on FFO-adjusted total leverage is in line with how
Fitch calculates leverage across the K-12 industry, with the change
in deferred revenue included in the calculation of FFO to account
for GAAP-driven revenue timing differentials. As digital revenues
continue increasing, revenues realized in a given year will
eventually match revenues recognized in that year, although Fitch
does not expect that to occur within the rating horizon.

ESG CONSIDERATIONS

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


MEDNAX INC: Moody's Confirms B1 Corp. Family Rating
---------------------------------------------------
Moody's Investors Service confirmed MEDNAX, Inc.'s B1 Corporate
Family Rating, the B1-PD Probability of Default Rating and the B1
unsecured global note ratings and changed the outlook to positive
from rating under review. In addition, Moody's upgraded the
Speculative Grade Liquidity rating to SGL-1 from SGL-2.

This rating action concludes the rating review for upgrade
initiated on September 11, 2020 when MEDNAX announced that it would
divest its MEDNAX Radiology Solutions business in a transaction
with material deleveraging opportunities.

The confirmation of the B1 CFR reflects Moody's view that MEDNAX
will operate on a smaller scale but will have the potential to
increase profitability and business stability stemming from a
renewed focus on maternal-fetal, newborn and other pediatric
subspecialty services. Despite deleveraging related to the
divestiture, Moody's decision to confirm rather than upgrade the
ratings reflects a degree of execution risk in the face of
continuing uncertainty related to the ongoing coronavirus pandemic
and its impact on MEDNAX's earnings.

The positive outlook reflects the potential that initial
deleveraging from the transaction will be sustained over time and
result in a stronger credit profile. Moody's anticipates that the
company will materially reduce its financial leverage after paying
down its $750 million unsecured notes in January 2021 using the
proceeds from the sale of the radiology business, resulting in pro
forma debt/EBITDA in low 4 times range. Moody's expects that the
company's debt/EBITDA at the end of 2021 will be between
3.75x-4.25x depending on how effectively the company and its new
management adapt to a new structure and derive benefits from
increased focus on its core business while navigating pressures
related to the pandemic, including a declining US birth rate.

The upgrade of the company's SGL rating to SGL-1 reflects an
improved outlook for the company's free cash flow as its business
recovers from a steep decline during the peak of the coronavirus
crisis.

Ratings confirmed:

MEDNAX, Inc.

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

$1.0 billion senior unsecured global notes maturing 2027 at B1
(LGD4)

$750 million senior unsecured global notes maturing 2023 at B1
(LGD4) to be withdrawn upon full repayment in January 2021

Ratings upgraded:

MEDNAX, Inc.

Speculative Grade Liquidity Rating upgraded to SGL-1 from SGL-2

Outlook Actions:

MEDNAX, Inc.

Outlook changed to positive from rating under review

RATINGS RATIONALE

MEDNAX's B1 Corporate Family Rating reflects the company's
moderately high leverage which Moody's expects to be in the 3.75x -
4.25x range at the end of 2021. The company also has exposure to an
evolving reimbursement and regulatory environment. While the impact
of the company's dispute with UnitedHealth Group Incorporated (A3
long-term issuer rating) will be milder after the divestiture of
anesthesia and radiology businesses, the ongoing dispute
nevertheless remains an overhang for the company's ratings.

The B1 CFR is supported by the company's strong market position in
women's and children's health, good customer diversity, favorable
healthcare services outsourcing market trends and good liquidity.

The company's SGL-1 speculative grade liquidity rating reflects
Moody's expectation that MEDNAX will maintain very good liquidity
over the next year. The company had approximately $294 million in
cash as of September 30, 2020, and full availability under its
amended $900 million revolver. Moody's anticipate that the company
may reduce its revolver size in line with its smaller scale but
expects that the revolver will remain fully available. Moody's
expects that the company will have approximately $400 million in
cash after paying down $750 million in unsecured notes in January
2021. In addition, the company will generate positive free cash
flow in the range of $150-$170 million in the next 12 months.

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

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

The ratings could be upgraded if MEDNAX effectively executes its
new business strategy focused on prenatal, neonatal, and pediatric
services while improving its profitability and scale.
Quantitatively, ratings could be upgraded if debt/EBITDA is
sustained below 4.0 times.

The ratings could be downgraded if MEDNAX faces reimbursement,
volume, or payor mix pressures that will weaken operating
performance. Quantitatively, ratings could be downgraded if
debt/EBITDA is sustained above 5.0 times.

Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of
physician services including newborn, maternal-fetal, pediatric
cardiology and other pediatric subspecialty services.

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


MEN'S WEARHOUSE: Moody's Assigns Caa1 CFR on Bankr. Emergence
-------------------------------------------------------------
Moody's Investors Service assigned new ratings for The Men's
Wearhouse, LLC following its emergence from bankruptcy on December
1, 2020, including a Caa1 corporate family rating, a Caa1-PD
probability of default rating, a B3 rating on the new money $75
million senior secured priority term loan due 2025, and a Caa1
rating on the takeback $365 million senior secured term loan due
2025. The company's debt capitalization also includes an unrated
$430 million exit asset-based revolving credit facility due 2024,
which had less than $300 million outstanding as of the emergence
date. The ratings outlook is stable.

Governance and social risks are among the key drivers of the
ratings assignment. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. The rating reflects
governance considerations, including the company's recent
bankruptcy emergence and ownership by former debtholders prior to
chapter 11, which could potentially result in aggressive financial
strategies such as dividend distributions.

"While debt was significantly reduced upon emergence from chapter
11 bankruptcy, credit metrics remain weak due to weak demand for
men's tailored clothing and rentals as a result of the global
coronavirus pandemic," said Moody's Vice President, Mike Zuccaro.
"Nevertheless, the company is emerging with adequate liquidity,
supported by our expectation that significant working capital
reductions will drive positive free cash flow and debt repayment
over the next twelve months while allowing for ongoing investment
in growth initiatives."

Moody's took the following rating actions for The Men's Wearhouse,
LLC:

Corporate family rating, assigned Caa1

Probability of default rating, assigned Caa1-PD

Priority Senior secured bank credit facility, assigned B3 (LGD3)

Senior secured bank credit facility, assigned Caa1 (LGD4)

Outlook, assigned stable

RATINGS RATIONALE

Men's Wearhouse's Caa1 CFR reflects its current weak operating
performance and credit metrics stemming from significant
pandemic-related declines in revenue and earnings. Although the
company materially improved its capital structure upon exit from
chapter 11 bankruptcy, financial leverage remains high and interest
coverage weak due to depressed earnings. While Moody's expects
sequential improvement, sales and earnings will remain below 2019
levels for the next several years as the company contends with
pandemic-related changes in consumer behavior. Moody's expects
EBITDA to turn positive in 2021 due to improved sales, cost savings
and efficiency initiatives, partly offset by margin pressures which
include mix shift toward lower margined casual clothing and online
sales, and continued investment in growth initiatives such as
e-commerce and digital marketing. The rating also reflects
governance considerations, including the company's recent
bankruptcy emergence and ownership by former debtholders prior to
bankruptcy.

The rating is supported by Moody's expectation for adequate
liquidity over the next twelve months, including strong free cash
flow due to working capital improvement, excess ABL availability ,
lack of near-term maturities, and lack of financial maintenance
covenants until 2022; although significant operating improvement is
needed in order to meet leverage covenant requirements that begin
in July 2022. The rating also reflects Men's Wearhouse's meaningful
scale in the men's clothing market and while offering a similar
product mix, brand diversity, with each brand focusing on different
customer demographics. While the company operates in a relatively
narrow segment of the apparel industry, primarily selling and
renting clothing for work and special occasions, Moody's views this
category as generally having less fashion risk than most segments
of apparel retailing. Nevertheless, the shift towards more casual
clothing worn in the workplace and increased penetration of online
shopping have been a persistent challenge, and these trends have
accelerated due to the pandemic.

Former parent company, Tailored Brands, Inc., and certain
subsidiaries filed for Chapter 11 bankruptcy on August 2, 2020. On
December 1, 2020, Tailored Brands, Inc. completed its financial
restructuring and emerged, with debt having been reduced by around
$680 million, or nearly 50%, to less than $750 million. The Men's
Wearhouse LLC, an intermediate holding company, is the borrower
under these facilities. The B3 rating on the $75 million priority
senior secured term loan due 2025 reflects its priority first lien
on all assets of the borrower, except short term assets such as
inventory and receivables on which it has a second lien behind the
unrated $430 million ABL revolver. The Caa1 rating on the $365
million senior secured term loan due 2025 reflects its second
priority position behind the $75 million priority senior secured
term loan and sizeable ABL revolver.

The stable outlook reflects Moody's expectation for a gradual
improvement in performance and credit metrics in 2021, and that the
company will maintain adequate liquidity as significant cash is
realized, primarily from working capital, and used to repay
revolver debt.

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

The ratings could be downgraded if liquidity deteriorates, such as
through weaker free cash flow and an inability to reduce revolver
debt, or if revenue and earnings trends do not sequentially improve
at a rate that will lead to fiscal 2021 EBITDA improving to within
30% of 2019 levels.

The ratings could be upgraded if operating performance sustainably
improves. Quantitatively, ratings could be upgraded if debt/EBITDA
was sustained below 6.0 times and EBIT/Interest sustained above 1.0
time, while maintaining a good overall liquidity profile.

The Men's Wearhouse, LLC is an omni-channel specialty retailer of
menswear, including suits, formalwear and a broad selection of
business casual offerings. The company operates over 1,000 stores
in the U.S. and Canada under the Men's Wearhouse, Jos. A. Bank,
Moores Clothing for Men and K&G brands. Revenues for the twelve
month period ended October 31, 2020 were less than $1.5 billion.
The company is owned by former debt holders prior to its bankruptcy
filing, with no one owner having majority control.

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


MOHAMED A. EL RAFAE: $507K Sale of Reston Property to Keyser Okayed
-------------------------------------------------------------------
Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Mohamed A. El Rafaei's sale
of the improved real property located at 11940 Escalante Court,
Reston, Virginia to Matthew Keyser for $507,000, on the terms of
their Sales Contract.

A hearing on the Motion was held on Dec. 18, 2020.

The sale is free and clear of all liens, claims and encumbrances,
including, without limitation, the any claim or potential claim of
Hanan Khalil, an alleged creditor of the Debtor.

The Debtor is authorized to take all actions and execute all
documents necessary to close on the Sales Contract and to pay all
normal and customary costs of closing, as provided or anticipated
in the Sales Contract, and any required homeowners association dues
and charges, which the Debtor has estimated to be in the
approximate amount of $1,600.

The Debtor is authorized and directed to deposit the balance of the
proceeds from the sale of the Real Property into the Debtor's DIP
bank accounts to be held and utilized consistent with the
provisions and requirements of the Bankruptcy Code.

Mohamed A. El Rafaei sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 20-12583 KHK) on Nov. 23, 2020.


MOHEGAN TRIBAL: Posts $294M Net Revenues in 4th Fiscal Quarter
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming &
Entertainment issued a press release announcing the operating
results for its fourth fiscal quarter ended Sept. 30, 2020.

"The MGE team and our property portfolio performed remarkably well
during the fiscal fourth quarter.  Despite re-opening the majority
of our properties in the summer with COVID-related reductions in
capacity and entertainment offerings, consolidated Adjusted EBITDA
for the September quarter was only down modestly compared to last
year, demonstrating the overall resilience of our business and the
strength of our product and brand," said Mario Kontomerkos,
president & chief executive officer of MGE.  "Importantly,
excluding the impact of the MGE Niagara Resorts, which were closed
during the period, same-store adjusted EBITDA grew 15.9% over the
prior year, while same-store Adjusted EBITDA margins improved over
800bps. Recent steep increases in infections in virtually all of
our markets globally has resulted in temporary weakness in business
volumes at our operations and has slowed progress in both the
construction of Inspire Korea and in the re-opening of the MGE
Niagara Resorts and the Mohegan Sun Casino in Las Vegas.  Looking
beyond the virus, however, we remain quite positive as our business
has been optimized to benefit from what we foresee to be
significant pent-up demand for leisure consumption in the months
and years ahead."

Selected consolidated operating results for the fourth quarter
ended Sept. 30, 2020 and prior year period (unaudited):

   * Net revenues of $294.0 million vs. $414.0 million in the prior
year period, a 29.0% decrease;

   * Income from operations of $50.2 million vs. $15.7 million in
the prior year period, a 219.7% increase; and

   * Adjusted EBITDA of $82.8 million vs. $89.4 million in the
prior year period, a 7.4% decrease.

Consolidated net revenues decreased 29% driven primarily by the
continued closure of MGE Niagara Resorts along with declines in
retail, F&B and entertainment revenues at Mohegan Sun and Mohegan
Pocono.  These declines can be largely attributed to COVID-related
closures and reductions in capacity or similar protocols.  Declines
in revenue were partially offset by positive growth in gaming
revenues at Mohegan Sun.  Adjusted EBITDA decreased 7.4% during the
quarter, reflecting the impact of the continued closure of MGE
Niagara Resorts.  Excluding the impact of Niagara Resorts, which
were closed during the quarter, consolidated net revenues decreased
by 12.8% and Adjusted EBITDA increased 15.9%, reflecting stronger
EBITDA performance both from Mohegan Sun and in the Management,
Development and Other segment.  Margin performance was driven by
lower overall payroll and marketing expenses, permanently reducing
the overall cost structure at MGE.

As of Sept. 30, 2020 and Sept. 30, 2019, MGE held cash and cash
equivalents of $112.7 million and $130.1 million, respectively.
Inclusive of letters of credit, which reduce borrowing
availability, MGE had $50.8 million of borrowing capacity under its
senior secured revolving facility and line of credit as of Sept.
30, 2020.

                         About Mohegan Tribal

Mohegan Tribal -- http://www.mohegangaming.com-- is primarily
engaged in the ownership, operation and development of integrated
entertainment facilities, both domestically and internationally,
including: (i) Mohegan Sun in Uncasville, Connecticut, (ii) Mohegan
Sun Pocono in Plains Township, Pennsylvania, (iii) Niagara
Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara
Falls Entertainment Centre, all in Niagara Falls, Canada, (iv)
Resorts Casino Hotel in Atlantic City, New Jersey, (v) ilani Casino
Resort in Clark County, Washington, (vi) Paragon Casino Resort in
Marksville, Louisiana and (vii) INSPIRE Entertainment Resort, a
first-of-its-kind, multi-billion dollar integrated resort and
casino under construction at Incheon International Airport in South
Korea.

                           *    *    *

As reported by the TCR on May 14, 2020, S&P Global Ratings lowered
all of its ratings on casino operator Mohegan Tribal Gaming
Authority (MTGA) and hotel owner Mohegan Tribal Finance Authority
(MTFA), including its issuer credit ratings, by one notch to 'CCC+'
from 'B-' and removed the ratings from CreditWatch, where it placed
them with negative implications on March 20, 2020.  "We believe the
spike in MTGA's leverage in 2020 and our expectation for a slow
recovery increase its refinancing risks over the next 12-18 months
given that its $250 million revolver, $257 million term loan A, and
the proposed $100 million incremental term loan A all mature in
October 2021.  We anticipate that MTGA may have difficulty
refinancing this debt on favorable terms because we believe it may
take multiple years for its cash flow to return to pre-pandemic
levels," S&P said.

In April 2020, Moody's Investors Service downgraded Mohegan Tribal
Gaming Authority's Corporate Family Rating to Caa2 from B3.  The
downgrade reflects that significant pressure on earnings and free
cash flow will increase leverage and elevate default risk.


NACASHA LECA RUFFIN: $665K Sale of Atlanta Property to Branch OK'd
------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Nacasha Leca Ruffin's sale of the
real property located at 2650 Cascade Road, Atlanta, Georgia to
Courtney Branch for $665,000.

A hearing on the Motion was held on Dec. 17, 2020.

The Purchase Agreement, including any amendments, supplements, and
modifications thereto, and all of the terms and conditions therein,
is approved.

The sale is free and clear of all liens, claims and encumbrances.
Upon closing of the Sale, all liens, claims, and encumbrances on
the Property will attach to the proceeds of the Sale.  The lien of
Access Capital for Entrepreneurs will attach to any proceeds in
excess of the amount that Republic Bank is owed.  The Debtor is
authorized to pay the liens of the Secured Creditors at closing.

The counsel for the Debtor will serve the Order upon all interested
parties.  The Debtor's counsel will file a certificate of service
within three days of the entry of the Order.

Nacasha Leca Ruffin sought Chapter 11 protection (Bankr. N.D. Ga.
Case No. 20-60067) on Jan. 2, 2020.  The Debtor tapped William A.
Rountree, Esq., at Rountree Leitman & Klein, LLC, as counsel.


NATGASOLINE LLC: S&P Affirms 'BB-' Senior Secured Debt Rating
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Natgasoline LLC's
series 2018 tax-exempt bonds, term loan B, and revolving credit
facility.

S&P revised the recovery rating to '2' from '1', to reflect its
expectation of substantial recovery in a default scenario. S&P also
revised some of its assumptions, including its expectation of
methanol pricing, to be more reflective of stressed market
conditions.

Natgasoline is a natural gas-based methanol production facility in
Beaumont, Texas, with capacity of about 1.75 million metrics tons
per year. Natgasoline has extensive access to distribution and
logistics infrastructure and a connection to the Golden Triangle
header system, which provides access to multiple natural gas
pipelines and nearby storage. The project is a joint venture of OCI
N.V. and Consolidated Energy Ltd. G2X, with each owning a 50%
stake.

-- Natgasoline is positioned in the lowest quartile of the cost
curve for methanol production due to its access to low-cost natural
gas feedstock, which is abundant in the U.S.

-- Production could remain lower than nameplate capacity over a
longer period

-- Methanol prices remain volatile and highly correlated to the
macroeconomic environment

-- The methanol plant has experienced recurring operational
issues, which have affected production and cash flow generation.  

Natgasoline, which has been operational since 2018, has experienced
operational setbacks that have affected its overall production. The
plant had some issues with its auxiliary boiler in first-quarter
2019, and with its waste heat boiler in third-quarter 2019 and
second-quarter 2020. Therefore, the plant operated at lower
capacity utilization of about 68% for the first nine months of
2020, and 56% for the full year in 2019. The single-asset nature of
the project also makes it particularly vulnerable to
interruptions.

Although it is not unusual to encounter some early impediments at
this type of plant, these issues resulted in lower-than-expected
production and volume sales. Longer-than-expected downtime has also
affected cash flow generation and the DSCR. Furthermore,
Natgasoline is unlikely to reach nameplate capacity until the
issues have been permanently resolved. Therefore, S&P is lowering
its expected production in S&P's base-case scenario to reflect the
greater uncertainty.

Methanol pricing remains subject to uncertain economic conditions
post-pandemic.   Demand for methanol, which is a commodity
chemical, is cyclical, subject to supply and demand dynamics and
sensitive to the fluctuations in other commodities. Its primary
application is still in the production of industrial chemicals,
such as acetic acid or formaldehyde. However, the largest growth in
demand has been spurred by newer uses, as a fuel substitute or a
feedstock in the production of olefin. Methanol-to-olefin
producers, which are predominantly located in China and on which
S&P has limited visibility, will likely adjust their production
based on end-user demand or competing supply produced by steam
cracking naphtha.

S&P said, "In our April 2020 review, we revised downward our
expectations for Natgasoline's realized methanol price for the
balance of 2020 to $220 per metric ton to reflect lower prices
driven by reduced demand. U.S. Gulf Coast methanol prices reached a
low in July, with Natgasoline realized pricing for second-quarter
2020 of about $222/metric ton. However, methanol pricing has
started to recover more meaningfully since the end of the third
quarter, with contract prices of about $400/metric ton in
December."

"This improvement has led us to revise upward our realized methanol
prices for the balance of 2020 and 2021. However, methanol's path
to a sustained recovery in pricing will depend on growth
post-pandemic. At this stage, this remains uncertain until a
vaccine becomes more widely available."

"Under our base case scenario, the improved pricing combined with
our revised production assumptions results in a minimum DSCR of
1.86x in 2030, which also coincides with a major turnaround with
estimated capital spending of $45 million. The minimum DSCR remains
commensurate with a 'BB-' rating for a project-financed asset and
provides sufficient cushion to support the rating."

-- Realized methanol pricing of about $280 per metric ton in 2021,
improving to above $300 per metric ton in 2022

-- Natural prices hedged until 2023

-- Production below nameplate capacity for 2021, until permanent
repair in third-quarter 2021

-- Operating and capital spending amounts in line with management
expectations

-- Natural gas-to-methanol conversion efficiency unchanged

-- All debt, including the 2025 term loan B and the 2031
tax-exempt bonds, will be refinanced at maturity over the life of
the project in a fully amortizing, mortgage-style structure

-- Minimum DSCR of 1.86x in 2030

-- Average DSCR of 3.15x

-- Realized methanol pricing of about $260 per metric ton in 2021,
fluctuating through the cycles thereafter.

-- Availability decrease of 5% persistently.

-- Operating and maintenance costs increased by 10% over base
case.

-- Natural gas pricing hedged until 2023.

S&P said, "The project would be able to withstand a five-year
period of stress before facing default. We believe this resiliency
is strong enough to provide additional credit to our base case
assessment (+1 notch)."

"The negative outlook reflects that performance could continue to
be affected by operational issues, resulting in lower production,
and that realized methanol prices could weaken from their current
level, as the path to recovery remains uncertain. This could result
in a lower DSCR than our revised forecast of 1.86x."

"We could lower the rating if Natgasoline's cash flow deteriorates
beyond expectations, such that DSCRs consistently fall below 1.7x.
This could stem from realized methanol prices over the next 12
months falling below the previous lows experienced in 2009 and
2016, or lower-than-expected production volume due to unforeseen
operational events that require a plant shutdown for an extended
period."

"We could revise the outlook to stable over the next 12 months if
U.S. methanol prices experience a sustainable recovery, operational
performance improves such that production is near nameplate
capacity, and Natgasoline demonstrates the ability to maintain a
DSCR above 1.7x over the next few quarters."


OPENPEAK: Court Rules on Bids to Dismiss Amended Complaint
----------------------------------------------------------
Judge Stacey L. Meisel of the United States Bankruptcy Court for
the District of New Jersey granted the motion filed by the outside
director defendants Alex Komoroske, Joachim Gfoeller, Jr., J.
Tomilson Hill, III, James Robinson, IV, and Morton Topfer to
dismiss the Amended Complaint filed by Charles Forman as Chapter 7
Trustee of the estate of OpenPeak, Inc.  The judge also granted in
part and denied in part the motion to dismiss filed by the officer
defendants Daniel Gittleman, David Barclay, Howard Kwon, and
Christopher Hill.

Gittleman founded OpenPeak in 2002. It initially focused on home
and office automation, and IP (internet protocol) video
conferencing. It later transitioned to the production of other
hardware, including tablets.  OpenPeak's principal place of
business was in Boca Raton, Florida.  By 2012, it moved away from
hardware, and solely focused on developing software for its ADAM
platform.  ADAM was a program intended to allow an employee to
securely access his or her company workspace on a personal mobile
device.  AT&T and Blackberry Corporation were among OpenPeak's
largest customers.  However, funding for its day-to-day business
operations came from private capital raises.  From 2011-2016,
OpenPeak raised over $120 million from private investors.

Gittleman served as OpenPeak's former Chief Executive Officer and
Chairman of the Board. C. Hill served as its President.  Barclay
served as its Executive Vice President. Kwon served as its Vice
President and General Counsel.  In addition, Gittleman, and Kwon
also served on OpenPeak's board of directors.  The Outside Director
Defendants were independent directors of OpenPeak's board.  All
defendants held equity in, and/or convertible debt of OpenPeak.

According to the Amended Complaint, ADAM failed to meet customers'
expectations because structural problems in the software program
hindered its scalability.  These issues resulted in only a very
small percentage of licensed customers activating ADAM on their
mobile devices.  As a result, the OpenPeak was unable to generate
meaningful revenue from the ADAM platform.  As debts became due,
revenue failed to meet projections.  OpenPeak then sought to sell
itself to potential acquirers while also raising additional funding
from existing investors.  Sale efforts were unsuccessful, and
investors began to make repayment demands.

On September 27, 2016, the debtor commenced its case by filing a
voluntary chapter 7 petition.  On March 6, 2018, the Trustee filed
the Amended Complaint, setting forth allegations regarding the
defendants' purported mismanagement of the debtor, which the
Trustee asserts led to its subsequent failure and bankruptcy.

     Count I sought to recover damages against all defendants for
their purported breaches of fiduciary duties on the grounds that,
collectively, the defendants "violated their fiduciary duties of
good faith, fair dealing, loyalty, due care, reasonable inquiry,
disclosure, candor, management, oversight and supervision."

     Count II sought to recover damages from the Officer Defendants
based on their purported waste of corporate assets.

     Count III sought to recover damages from the Officer
Defendants on a theory of unjust enrichment.

     Count IV sought to recover $1.6 million in compensation paid,
and thousands of dollars in reimbursements made to the Officer
Defendants in the two years prior to the petition date.

The Outside Director Defendants' Motion was filed on April 20,
2018.  The Outside Director Defendants assert dismissal is
warranted on four separate grounds:

          First, as a matter of Delaware law, the Outside Director
Defendants argued that any claims for breach of the duty of care
are barred by the exculpatory provisions of the OpenPeak's Articles
of Incorporation, and to the extent not exculpated, are barred by
the business judgment rule.

         Second, the Outside Director Defendants asserted that the
Trustee failed to plead a cognizable breach of fiduciary duty by
them because the Amended Complaint improperly lumps any purportedly
wrongful actions and breaches together with those of the Officer
Defendants.  Such lumping makes it impossible to decipher what
actions, if any, the Outside Director Defendants undertook that
caused damage to the Debtor.

     Third, the Trustee lacks standing to pursue the claims
asserted in the Amended Complaint because the Trustee is not
pursuing estate claims, but rather specific contractual claims of
specific creditor constituencies.

     Fourth, the Outside Director Defendants contended that any of
portion of the claims asserted against them -— for acts taken
prior to September 27, 2013 -— are barred by Delaware's
three-year statute of limitations on actions for breaches of
fiduciary duty by a Delaware director.

The Officer Defendants' Motion was also filed on April 20, 2018.
The Officer Defendants argued that the Amended Complaint must be
dismissed as to the claims against them because the Trustee:

     (1) is collaterally estopped from relitigating the factual
issues underpinning the Amended Complaint;

     (2) fails to satisfy the heightened pleading requirements of
Federal Rule of Civil Procedure 9(b) as applicable to the fraud or
fraud-like counts of the Amended Complaint;

     (3) incorrectly applied the law of the State of New Jersey
(rather than Delaware) to his remaining claims; and

     (4) improperly incorporates prior, dismissible counts of the
Amended Complaint in subsequent counts, resulting in the Amended
Complaint being subject to dismissal in its entirety as a "shotgun
pleading."

The Officer Defendants also specifically incorporated by reference
the arguments made by the Outside Director Defendants as fully
applicable to them.

On July 20, 2018, the Trustee filed opposition to both Motions.
The Trustee argued that he has standing because he is pursuing the
debtor's claims for breach of fiduciary duty, and that he only
seeks to recover damages sustained by the debtor (not its
creditors).

As to the Outside Director Defendants, the Trustee emphasized that
the Amended Complaint only asserts a claim based on their purported
breach of the fiduciary duty of loyalty.  As to the Officer
Defendants' motion, the Trustee asserts that Rule 9(b) does not
apply to the Amended Complaint because none of the counts are
fraud-like claims.

Judge Meisel granted the Outside Director Defendants' motion in its
entirety.  The judge found that the Trustee possesses standing to
pursue the debtor's claim against the Outside Director Defendants
for breach of the fiduciary duty of loyalty.  However, the judge
also found that the Trustee failed to plausibly allege that the
Outside Director Defendants breached their duty of loyalty.

As to the Officer Defendants, Judge Meisel likewise held that the
Trustee has standing to pursue the debtor's claim against the
Officer Defendants for breach of fiduciary duty of loyalty.  The
judge, however, agreed with the Officer Defendants that the Amended
Complaint is a "shotgun pleading" and failed to comply with Federal
Rule of Civil Procedure 8(a).

Judge Meisel found that the Trustee failed to adequately plead
self-dealing on the part of the Officer Defendants, and dismissed
Count I with prejudice.  The judge, however, permitted the Trustee
to replead Count II to the extent the allegation is not more than
three years prior to the Petition.  Under Count III, the judge
found that the Trustee failed to allege that there is no remedy
available at law.  The judge pointed out that the failure to plead
a necessary element is grounds for dismissal.  As to Count IV,
Judge Meisel permitted the Trustee to replead under the theory of
constructive fraud as it pertains to the excessive salaries and
allegations of personal loans taken by the director defendants so
long as they have already been alleged and are not time barred.

In summary, Judge Meisel ruled as follows:

     (1) The Outside Director Defendants' Motion to Dismiss is
GRANTED;
     (2) The Officer Defendants' Motion to Dismiss is GRANTED in
part and DENIED in part;
     (3) The Trustee shall have until February 5, 2020 to replead
the surviving causes of action. Failure to timely do so without
further Order of the Court shall result in a dismissal with
prejudice as to all counts of the Amended Complaint;
     (4) The Outside Director Defendants shall submit an
appropriate Order within five business days of the docketing of
this decision; and
     (5) The Officer Defendants shall submit an appropriate Order
within five business days of the docketing of this decision.

The case is In Re: OPENPEAK, INC. CHARLES M. FORMAN, TRUSTEE
Plaintiff(s) v. DANIEL GITTLEMAN, DAVID BARCLAY, CHRISTOPHER HILL,
HOWARD KWON, JOHN SCULLEY, ALEX KOMOROSKE, JOACHIM GFOELLER, JR.,
J. TOMLISON HILL, III, JAMES ROBINSON, IV, AND MORTON TOPFER
Defendant(s) , Case No. 16-28464 (SLM), Adv. No. 17-01755 (SLM)
(Bankr. D.N.J.).

A full-text copy of Judge Meisel's clarified and corrected opinion
dated December 14, 2020 is available at
https://tinyurl.com/ycj27eao from Leagle.com.

Chapter 7 Trustee is represented by:

          Michael Holt, Esq.
          FORMAN HOLT
          365 West Passaic Street
          Suite 400
          Rochelle Park, NJ 07662
          Tel: (201)845-1000
          Email: mholt@formanlaw.com

Defendants Daniel Gittleman, David Barclay, Howard Kwon and
Christopher Hill are represented by:

          Joseph A. Caneco, Esq.
          Mark E. Hall, Esq.
          FOX ROTHSCHILD, LLP
          49 Market St.
          Morristown NJ 07960-5122
          Tel: (973)992-4800
          Email: mhall@foxrothschild.com

               -- and --

          Jeffrey A. Tew, Esq.
          Robert M. Stein, Esq.
          RENNERT VOGEL MANDLER & RODRIGUEZ, P.A.
          Miami Tower, 100 S.E.
          2nd Street, 29th Floor          
          Miami, FL 33131
          Tel: (305)5777-4177
          Email: jtew@rvmrlaw.com
                 rstein@rvmrlaw.com

Defendants John Sculley, Alex Komoroske, Joachim Gfoeller, Jr., J.
Tomilson Hill, III, James Robinson, IV and Morton Topfer are
represented by:

          Richard Brosnick, Esq.
          AKERMAN LLP
          520 Madison Avenue 20th Floor
          New York, NY 10022
          Tel: (212)880-3800
          Email: richard.brosnick@akerman.com


               -- and --


          Joseph L. Rebak , Pro Hac Vice
          AKERMAN LL
          Three Brickell City Centre
          98 Southeast Seventh Street
          Suite 1100
          Miami, FL 33131
          Tel: (305)3745600
          Email: joseph.rebak@akerman.com


PACIFIC DRILLING: Court Confirms Reorganization Plan
----------------------------------------------------
Judge David R. Jones entered an order confirming the First Amended
Joint Plan of Reorganization of Pacific Drilling S.A., et al.

The judge also ruled that the Disclosure Statement contains
"adequate information".

The Debtors, the Consenting Creditors, and the Backstop Parties
have negotiated and formulated the Plan (and the Plan Supplement)
at arm's length and in good faith.

The Holders of First Lien Notes Claims (Class 3) and Second Lien
Notes Claims (Class 4) have voted to accept the Plan in accordance
with Section 1126 of the Bankruptcy Code.  As evidenced by the
Voting Report:

   i. Class 3 (First Lien Notes Claims) voted as follows: 138
Claims in  the aggregate amount of $644,677,055 voted to accept the
Plan, and 3 Claims in the aggregate amount of $133,945 voted to
reject the Plan.  Accordingly, 97.87% of the voting Class 3
creditors voted to accept the Plan, and those creditors in the
aggregate held 99.98% of the total dollar amount of the Claims held
by such voting Class 3 creditors.

  ii. Class 4 (Second Lien Notes Claims) voted as follows: 82
Claims in the aggregate amount of $219,560,031 voted to accept the
Plan, and 0 Claims in the aggregate amount of $0 voted to reject
the Plan.  Accordingly, 100% of the voting Class 4 creditors voted
to accept the  Plan, and those creditors, in the aggregate, held
100% of the total dollar amount of the Claims held by such voting
Class 4 creditors.

Pacific Drilling S.A., et al., submitted on Dec. 21, 2020, a
Modified First Amended Joint Plan of Reorganization.  The Plan
provides:

   (a) Each Holder of an Allowed First Lien Notes Claim, on the
Effective Date, will receive (a) its pro rata share of 91.5% of the
New PDC Equity, subject to dilution on account of the equity
issued, if any, pursuant to the Management Incentive Plan and the
New 2L Warrants and (b) cash sufficient to satisfy any accrued and
unpaid Agent and Trustee fees and expenses (including the fees and
expenses of counsel and advisors) pursuant to the First Lien Notes
Indenture;

   (b) Each Holder of an Allowed Second Lien Notes Claim, on the
Effective Date, will receive the following: (i) its pro rata share
of (x) 8.5% of the New PDC Equity, subject to dilution;

   (c) Holders of Allowed General Unsecured Claims will receive no
recovery on account of such Claims;

   (d) The Existing Lux Beneficial Interests will be deemed
worthless, released, extinguished, and discharged;

A full-text copy of the Plan Confirmation Order, along with the
Modified First Amended Joint Plan of Reorganization dated Dec. 21,
2020, is available at https://bit.ly/2KYFK2N from PacerMonitor.com
at no charge.

Counsel for the Debtors:

     George A. Davis
     Suzzanne S. Uhland
     Adam S. Ravin
     Christopher J. Kochman
     LATHAM & WATKINS LLP
     885 Third Avenue
     New York, New York 10022
     Telephone: (212) 906-1200
     Facsimile: (212) 751-4864
     Email: george.davis@lw.com
            suzzanne.uhland@lw.com
            adam.ravin@lw.com
            chris.kochman@lw.com

          - and -

     Asif Attarwala
     330 North Wabash Avenue, Suite 2800
     Chicago, Illinois 60611
     Telephone: (312) 876-7700
     Facsimile: (312) 993-9767
     Email: asif.attarwala@lw.com

          - and -

     Joseph E. Bain
     Cindy M. Muller
     Gabrielle A. Ramirez
     JONES WALKER LLP
     Suite 2900
     811 Main St
     Houston, Texas 77002
     Telephone: (713) 437-1800
     Facsimile: (713) 437-1810
     Email: jbain@joneswalker.com
            cmuller@joneswalker.com
            gramirez@joneswalker.com

          - and -

     Elizabeth J. Futrell
     201 St. Charles Avenue, 49th Floor
     New Orleans, Louisiana 70170
     Telephone: (504) 582-8368
     Facsimile: (504) 589-8368
     Email: efutrell@joneswalker.com

                    About Pacific Drilling

Pacific Drilling (NYSE: PACD) provides deepwater drilling services.
Pacific Drilling's fleet of seven drillships represents one of the
youngest and most technologically advanced fleets in the world. On
the Web: http://www.pacificdrilling.com/     

On Nov. 12, 2017, Pacific Drilling S.A. along with affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  In that case, Pacific tapped Togut, Segal & Segal LLP
as counsel; Evercore Partners International LLP as investment
banker; and AlixPartners, LLP, as restructuring advisor.  

Pacific Drilling S.A. and its affiliates returned to Chapter 11
bankruptcy (Bankr. S.D. Tex. Lead Case No. 20-35212) on Oct. 30,
2020, to seek approval of a bankruptcy-exit plan that will cut debt
by $1.1 billion.

As of June 30, 2020, Pacific Drilling had $2,166,943,000 in assets
and $1,142,431,000 in liabilities.

In the present case, Greenhill & Co. is acting as financial advisor
to the Debtors, Latham & Watkins LLP and Jones Walker LLP are
serving as legal counsel, and AlixPartners is acting as
restructuring advisor to Pacific Drilling in connection with the
restructuring.  Prime Clerk LLC is the claims agent.

Houlihan Lokey is acting as financial advisor and Akin Gump Strauss
Hauer & Feld LLP is acting as legal advisor to the noteholders.


PACIFIC DRILLING: On Track for Chapter 11 Exit by Year-End
----------------------------------------------------------
Pacific Drilling S.A. (OTC: PACDQ) announced on Dec. 22, 2020 that
the United States Bankruptcy Court for the Southern District of
Texas confirmed the First Amended Joint Plan of Reorganization of
Pacific Drilling S.A. and its Debtor Affiliates Pursuant to Chapter
11 of the Bankruptcy Code (the "Plan") on December 21, 2020.

"The Court's confirmation of our Plan represents an important
milestone in our progress towards emergence by year-end with a
fully de-levered balance sheet and the capacity to deliver world
class drilling services with our fleet of 6th and 7th generation
drillships," said Bernie G. Wolford, Chief Executive Officer of the
Company.

In accordance with the confirmed Plan, the Company will de-lever
its balance sheet by eliminating over $1 billion of funded debt
obligations and have access to additional liquidity to operate
going forward with approximately $100 million in cash on hand at
emergence and an undrawn $80 million senior secured delayed draw
term loan exit facility.

Additional information regarding the restructuring and Chapter 11
proceedings, including the Plan, can be found (i) on the Company's
website at www.pacificdrilling.com/restructuring, (ii) on a website
administered by Prime Clerk, at
http://cases.primeclerk.com/PacificDrilling2020,or (iii) via our
dedicated restructuring information line at: +1 877-930-4314 (toll
free) or +1 347-897-4073 (international).

                     About Pacific Drilling

Pacific Drilling (NYSE: PACD) provides deepwater drilling services.
Pacific Drilling's fleet of seven drillships represents one of the
youngest and most technologically advanced fleets in the world. On
the Web: http://www.pacificdrilling.com/    

On Nov. 12, 2017, Pacific Drilling S.A. along with affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  In that case, Pacific tapped Togut, Segal & Segal LLP
as counsel; Evercore Partners International LLP as investment
banker; and AlixPartners, LLP, as restructuring advisor.  

Pacific Drilling S.A. and its affiliates returned to Chapter 11
bankruptcy (Bankr. S.D. Tex. Lead Case No. 20-35212) on Oct. 30,
2020, to seek approval of a bankruptcy-exit plan that will cut debt
by $1.1 billion.

As of June 30, 2020, Pacific Drilling had $2,166,943,000 in assets
and $1,142,431,000 in liabilities.

In the present case, Greenhill & Co. is acting as financial advisor
to the Debtors, Latham & Watkins LLP and Jones Walker LLP are
serving as legal counsel, and AlixPartners is acting as
restructuring advisor to Pacific Drilling in connection with the
restructuring. Prime Clerk LLC is the claims agent.

Houlihan Lokey is acting as financial advisor and Akin Gump Strauss
Hauer & Feld LLP is acting as legal advisor to the noteholders.


PBF HOLDING: Moody's Retains Ba3 Rating Amid $250MM Add-on Notes
----------------------------------------------------------------
Moody's Investors Service said the Ba3 rating of senior secured
notes issued by PBF Holding Company LLC's is unchanged following
the company's announcement that it is issuing $250 million senior
secured add-on notes, raising the total outstanding amount of the
notes to $1,250 million. Other ratings of PBF, including its B1
corporate family rating, B1-PD probability of default rating and
the SGL-3 Speculative Grade Liquidity rating remain unchanged. The
outlook is negative.

PBF plans to use the proceeds from the placement of the add-on
senior secured notes to fund general corporate activity and to
support its liquidity.

The senior secured notes are rated Ba3, one notch above PBF's B1
CFR, reflecting the secured position of the holders of the secured
notes relative to unsecured lenders. The B3 rating on the senior
unsecured notes, two notches below the B1 CFR, reflects the size
and strong collateral package of the revolving credit facility,
which holds a priority claim to the assets over the unsecured
notes, as well as the priority treatment of the secured notes. The
revolver is secured by liquid assets, including deposit accounts,
accounts receivable, and all hydrocarbon inventory to which PBF
holds title (excluding inventory covered by the inventory
intermediation facility with J. Aron & Company).

PBF Holding Company LLC is an independent refining and wholesale
marketing company. It operates six large scale refineries in the
US.


PENOBSCOT VALLEY HOSPITAL: Emerges from Chapter 11 Bankruptcy
-------------------------------------------------------------
Alia Paavola of Becker's Hospital CFO Report reports that Penobscot
Valley Hospital, a 25-bed critical access hospital in Lincoln,
Maine, has emerged from bankruptcy, according to a Dec. 18, 2020
hospital Facebook post.

The hospital filed for Chapter 11 bankruptcy in January 2019,
citing a need to restructure legacy debt to keep its doors open.

In the Facebook statement, Penobscot Valley Hospital said it has
emerged in a much stronger financial position.

"We are proud to say we have succeeded in emerging from chapter 11
bankruptcy during one of the most challenging times in our
hospital’s history," said Crystal Landry, CEO of Penobscot Valley
Hospital.

                 About Penobscot Valley Hospital

Penobscot Valley Hospital -- http://www.pvhme.org/-- operates a
general medical and surgical facility in Lincoln, Maine.  It has
been serving the community for over 40 years with a wide variety of
services and treatment options.

Penobscot Valley Hospital sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. D. Maine Case No. 19-10034) on Jan. 29,
2019. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million.  The case is assigned to Judge Michael A. Fagone.  The
Debtor tapped Murray Plumb & Murray as its legal counsel.


PIKE CORP: Acquisition by Goldberg No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service noted that Lindsay Goldberg's partly debt
funded acquisition of 50.1% of Pike Corporation's will not impact
Pike's ratings since the proposed pro forma capital structure will
result in credit metrics that still support the B2 corporate family
rating and the company's instrument ratings. If the final capital
structure is different from that contemplated then Pike's ratings
could be affected.

Lindsay Goldberg's acquisition of 50.1% of Pike was funded with an
incremental term loan and new cash equity. The incremental term
loan is expected to be syndicated in January 2021.

Pike's operating performance has been strong in 2020 supported by
utilities spending on grid modernization and expansion, resiliency
initiatives, and repair and maintenance of aging infrastructure
including electric distribution and transmission lines. The
company's work is considered an essential service and there has
been limited impact on the demand for its services despite the
coronavirus outbreak as its utility and telecom customers complete
their capital spending programs. The company has also benefitted
from extensive storm related work due to an active storm season
this year.

Pike's cash flows have also been strong and aided by a sizeable
advance payment on a large transmission project. The company did
pay a shareholder dividend of $60 million in August 2020, but has
used the majority of the proceeds from the advance payment along
with its free cash flow to pay down debt. As a result, its credit
metrics will be supportive of its B2 rating on a pro forma basis
including the incremental term loan debt. Moody's anticipates its
leverage ratio (debt/EBITDA) will be in the range of 4.5x -- 5.0x
assuming its operating performance remains relatively stable and
its cash flows turn moderately negative next year. Moody's
anticipates the company may achieve growth in its core business but
assume storm related revenues will return to a more normalized
level, and expect its cash flows to be moderately negative due to
cash outflows on the large transmission project.

Headquartered in Mount Airy, North Carolina, Pike Corporation
provides installation, repair and maintenance and storm restoration
services for investor-owned, municipal, and cooperative electric
utilities and telecommunications companies in the United States.
The company provides engineering and design services and constructs
and maintains substations, underground and overhead distribution
networks and transmission lines. Pike's revenue for the twelve
months ended September 27, 2020 was approximately $1.7 billion.
Lindsay Goldberg has acquired a 50.1% ownership interest in Pike
and Eric Pike and a large customer own the majority of the
remaining 49.9% of the company.



PLATINUM SALON: Jan. 25 Hearing on Plan, Cash Collateral Use
------------------------------------------------------------
Bankruptcy Judge Timothy A. Barnes in Chicago will hold a hearing
January 25, 2021, at 2:00 p.m. to consider Platinum Salon and Day
Spa, Inc.'s continued use of cash collateral.

The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, previously authorized Platinum Salon and Day Spa
to use the cash collateral of First State Bank on an interim basis
under the same terms and conditions set forth in the order dated
June 29, 2020.

The Debtor operates a salon and spa located in Bloomingdale,
Illinois. Due to a pending foreclosure on the building in which it
operates, as well as substantial amounts due and owing to high
interest lenders, it filed a bankruptcy petition in order to
reorganize its affairs.

At the January 25 hearing, the Court will also consider
confirmation of the Second Amended Chapter 11 Small Business Plan
filed by the Debtor.  The Plan proposes to pay 1% to allowed
Unsecured Creditor claims.

Ballots to accept or reject the Plan are due December 31.  Plan
objections are also due on the same day.

                 About Platinum Salon and Day Spa

Platinum Salon and Day Spa, Inc., based in Bloomingdale, Ill.,
filed a Chapter 11 petition (Bankr. N.D. Il. Case No. 20-07077) on
March 12, 2020.  In the petition signed by Judi Mulder, president,
the Debtor disclosed $52,286 in assets and $2,341,938 in
liabilities.  The Hon. Timothy A. Barnes oversees the case.
Richard G. Larsen, Esq., at Springer Larsen Greene, serves as
bankruptcy counsel to the Debtor.



PLH GROUP: Moody's Raises CFR to B2 on Continued Improvement
------------------------------------------------------------
Moody's Investors Service upgraded PLH Group, Inc.'s Corporate
Family Rating to B2 from B3, Probability of Default Rating to B2-PD
from B3-PD and the rating on PLH Infrastructure Services, Inc.'s
senior secured term loan to B2 from B3. The outlook remains
stable.

The upgrade reflects Moody's expectation for continued improvement
in PLH's credit profile, a conservative approach to balance sheet
management, and predictable free cash flow. Including Moody's
adjustments, at year-end December 31, 2021, Moody's projects total
adjusted debt-to-EBITDA will be 3.5x. Excluding the adjustments
made for the multi-employer pension liabilities, total adjusted
debt-to-EBITDA at year end 2021, will be 1.4x.

"PLH remains focused on execution, free cash generation and further
debt reduction, balancing expectations of the company's creditors
with the interest of its shareholders." said Emile El Nems, a
Moody's VP-Senior Analyst.

The following rating actions were taken:

Upgrades:

Issuer: PLH Group, Inc.

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

Corporate Family Rating, Upgraded to B2 from B3

Issuer: PLH Infrastructure Services, Inc.

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

Outlook Actions:

Issuer: PLH Group, Inc.

Outlook, Remains Stable

Issuer: PLH Infrastructure Services, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

PLH's B2 CFR reflects the company's improved operating / financial
performance, its large market opportunity as a specialty contractor
servicing electrical transmission, pipeline infrastructure and
other industrial end markets in North America, and solid underlying
growth drivers. In addition, Moody's rating is supported by the
company's free cash flow and good liquidity profile. Moody's rating
also reflects the company's vulnerability to cyclical end markets,
in particular in oil and gas, the competitive nature of the
business it operates in and customer concentration.

The stable outlook reflects Moody's expectations that PLH will
maintain stable revenue and profitability and generate free cash
flow that can be used to further reduce leverage. This is largely
driven by Moody's views that the US economy will sequentially
improve and that US construction activity will remain stable.

PLH enjoys a good liquidity profile, supported by its undrawn $80
million ABL revolving credit facility expiring in February 2023,
and $60.3 million in cash at September 30, 2020. This liquidity
profile is further supported by approximately $35 million in
projected free cash flow for the full year in 2020. Both the ABL
and the term loan include a net leverage covenant ratio test of
3.5x under the term loan and a springing covenant of 4.0x under the
ABL facility if availability under the ABL is less than $10 million
or 12.5% of ABL borrowing capacity.

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

The ratings could be upgraded if:

- Total adjusted debt-to-EBITDA is below 4.5x for a sustained
period of time

- EBITA-to-Interest expense is above 2.25x for a sustained period
of time

- The company improves its operating performance and liquidity
profile

- The company further diversifies its end markets and broadens its
customer base

The ratings could be downgraded if:

- Total adjusted debt-to-EBITDA is above 5.5x for a sustained
period of time

- EBITA-to-Interest expense is below 1.5x for a sustained period
of time

- The company's liquidity and profitability deteriorates

- A large dividend distribution and / or an acquisition that will
materially impact the company's credit metrics

The principal methodology used in these ratings was Construction
Industry published in March 2017.

Headquartered in Irving, Texas, PLH Group, Inc., is an
infrastructure construction company serving the electric power and
energy pipeline industries. The company provides a broad spectrum
of services, both in new construction as well as maintenance and
repair to private contractors, utilities and midstream customers.
PLH currently serves customers in 38 U.S. states and three Canadian
provinces.

Revenue for the twelve months ended September 30, 2020 was $0.9
billion.


POINT LOOKOUT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Point Lookout Marine Properties, Inc.
           d/b/a Point Lookout Marina
        16244 Miller's Wharf Road
        Ridge MD 20680

Business Description: Point Lookout Marine Properties, Inc.
                      is the owner of fee simple title to
                      real property and improvements known as
                      16244 Whitaker Court St. Inigoes, Maryland,
                      having a current value of $1.7 million.

Chapter 11 Petition Date: December 24, 2020

Court: United States Bankruptcy Court
       District of Maryland

Case No.: 20-20986

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  2600 Tower Oaks Blvd.
                  Suite 290
                  Rockville, MD 20852
                  Tel: (301) 881-8300
                  E-mail: steveng@cohenbaldinger.com

Total Assets: $1,700,000

Total Liabilities: $1,993,421

The petition was signed by Joseph N. Salvo, president.

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

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

https://www.pacermonitor.com/view/ECKJPAA/Point_Lookout_Marine_Properties__mdbke-20-20986__0001.0.pdf?mcid=tGE4TAMA


POPULUS FINANCIAL: Moody's Lowers Sr. Secured Debt Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service has confirmed Populus Financial Group,
Inc.'s B3 corporate family rating and downgraded its long-term
senior secured debt rating to Caa2 from B3. The actions conclude
the review for downgrade commenced on November 20, 2020. The
outlook was changed to negative from ratings under review.

Confirmations:

Issuer: Populus Financial Group, Inc.

LT Corporate Family Rating, Confirmed at B3

Downgrades:

Issuer: Populus Financial Group, Inc.

Senior Secured Regular Bond/Debenture, Downgraded to Caa2 from B3

Outlook Actions:

Issuer: Populus Financial Group, Inc.

Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The rating actions follows the completion of Populus' tender offer
announced on November 17, 2020, in which the firm announced it
would tender in cash all of its outstanding $255 million senior
secured notes due in 2022. The original offer included a total
redemption cash consideration of $800-$850 per $1000 of principal,
which included an $800 base consideration plus a $50 early
redemption premium for those bondholders that opted to redeem prior
to December 1. Subsequent to the announcement, Populus added to the
base redemption consideration $80 per $1000 in principal of
preferred equity. The preferred equity will bear a preferred
dividend of 10%, payable annually and in kind. The firm will not be
able to make shareholder distributions while the preferred shares
are outstanding. Ultimately, noteholders representing $213 million
of principal opted to redeem, leaving $42 million of secured notes
outstanding.

In connection with the tender announcement, Populus executed on
favorable terms a 4-year $190 million secured term loan, which is
extendable for a fifth year with the consent of the parties
involved. The $190 million will be used to finance the redemption
and is senior to the remaining $42 million of secured notes.

The confirmation of the CFR reflects the benefit of reduced
leverage and interest expense associated with new capital
structure. Based on annualized third quarter 2020 results,
pro-forma adjusted debt / EBITDA will improve to about 2.9x, versus
3.2x during the actual reporting period. The reduction in interest
rate will also significantly improve interest coverage metrics, as
the new term loan will bear an interest rate of the Eurodollar rate
+ 4.75% with a LIBOR floor of 1%, compared to the 12% fixed
interest rate on the currently outstanding secured notes.

The negative outlook reflects the pressures offsetting these
positives. Populus continues to be severely impacted by the ongoing
coronavirus pandemic, which has depressed originations and harmed
profitability. The $190 million term loan will have an amortization
schedule with significant amounts maturing in the next two years --
15% and 20% in the first and second year, respectively -- which
increases refinancing and liquidity risks. Furthermore, Populus
will continue to have a tangible equity deficit far larger than
similarly-rated payday lending peers.

This negative revenue pressure related to the pandemic has been
somewhat offset by steadier check cashing and card services
revenue, which has allowed the firm to maintain positive, albeit
reduced, earnings and cash flow during the coronavirus crisis so
far. Like its US payday lending peers, Populus' B3 CFR also reflect
a high degree of regulatory risk, both at the federal and state
level.

The Caa2 secured rating reflects the priority of the remaining
secured notes within Populus' capital structure.

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

Given the negative outlook, an upgrade is unlikely in the next
12-18 months. Over time, positive ratings pressure could develop if
Populus is able to improve profitability, reduce near term
maturities, and continues to reduce its reliance on lending
revenues by growing less capital-intensive steadier revenue sources
such as check cashing and card services, or if the firm reduces its
tangible equity deficit.

Populus' ratings could be downgraded if profitability declines
further, or if the firm's liquidity deteriorates.

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


PRIMO WATER: Moody's Completes Review, Retains B1 Rating
--------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Primo Water Corporation and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology(ies), recent developments, and a comparison
of the financial and operating profile to similarly rated peers.
The review did not involve a rating committee. Since January 1,
2019, Moody's practice has been to issue a press release following
each periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

Primo Water Corporation's (formerly Cott Corporation) rating (B1)
reflects its leading positions in the Home and Office water
delivery business in 21 countries. Primo also has some business
diversity through its growing Filtration Services business in both
domestic and foreign markets and its much smaller Aimia food and
beverage business in the UK. Constraints include its small scale,
somewhat narrow, niche focus and concentration on the Home and
Office water delivery business. Economic downturns can pressure HOD
profitability, and Primo is exposed to fluctuations in fuel prices
that are partially mitigated through energy surcharges. The 2020
acquisition of Primo Water Corp. (legacy Primo) provides some
protection in downturns since its exchange and refill water
alternatives are less expensive than the high service HOD business,
giving customers a lower cost option within the Primo system.
Primo's credit profile is also restricted by moderately high
financial leverage and an aggressive appetite for acquisitions.
Primo is using its presence in the HOD businesses as a base for
further tuck-in acquisitions in the U.S. and other key markets.

The principal methodology used for this review was Global Soft
Beverage industry published in January 2017.


PROVIDENT FUNDING: S&P Upgrades ICR to 'B-' on Leverage Reduction
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Provident
Funding Associates L.P. to 'B-' from 'CCC+'. The outlook is
positive. At the same time, S&P raised its rating on the company's
unsecured notes to 'B-' from 'CCC+' while maintaining a '4'
recovery rating, indicating its expectation for average (35%)
recovery.

Provident Funding's covenant cushions have substantially improved
through retained earnings and preferred capital investments, as
well as by amending the tangible net worth covenants during 2020.
With very strong operating performance in 2020, Provident has also
focused on increasing cash on hand and deleveraging the balance
sheet, resulting in dramatically improved financial flexibility.
The company has benefited from substantially wider gain on sale
margins thus far in 2020, while its focus on high credit quality
originations has led to lower-than-industry forbearance rates on
its servicing portfolio.

On a trailing-12-month (TTM) basis as of Sept. 30, the company was
operating with leverage of 2.6x, as measured by debt to EBITDA.

S&P said, "Our measure of debt includes certain adjustments, such
as including 50% of the company's preferred capital investments as
debt given its hybrid capital nature, while our EBITDA metric
includes adding back any fair value impairments to the company's
mortgage servicing rights (MSRs) portfolio. Despite the
substantially improved operating performance on a TTM basis, 72% of
the company's EBITDA resulted from fair value impairment add-backs
taken on Provident's MSRs portfolio, which we view as lower-quality
EBITDA. Debt to tangible equity is 1.76x, which we view as adequate
relative to the size of the company's MSRs portfolio."

"In our view, it's highly uncertain whether the company can
maintain the elevated EBITDA it has generated thus far in 2020. Our
expectation is that gain on sale margins will eventually compress
to more normal levels, putting pressure on the company's ability to
maintain its current low leverage. We look very positively on the
fact that Provident has reduced leverage in this strong originating
environment."


PTC INC: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
-----------------------------------------------------------
Moody's Investors Service affirmed PTC Inc.'s Ba2 corporate family
rating, Ba2-PD probability of default rating, and the Ba3 ratings
on the company's unsecured notes. The speculative grade liquidity
rating was maintained at SGL-1. The outlook was revised to stable
from negative reflecting the company's solid operating performance
over the past year and Moody's expectation that PTC will continue
to generate strong free cash flow and focus on debt repayment in
FY21 (ending September). While the recently announced $715 million
acquisition of Arena Holdings, Inc., which PTC expects to initially
fully fund by drawing on its pre-payable revolving credit facility,
will negatively impact the company's credit quality over the near
term, PTC's demonstrated ability to delever quickly through debt
repayment provides adequate capacity to undertake this transaction
within current rating parameters.

Moody's affirmed the following ratings:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2-PD

Senior Unsecured Notes -- Ba3 (LGD5)

Outlook Action:

Outlook revised to Stable from Negative

RATINGS RATIONALE

PTC's CFR is supported by the company's strong market position and
an established customer base in the application software industry
principally providing computer aided design and product lifecycle
management products. Additionally, the healthy business visibility
provided by PTC's largely recurring revenue model, coupled with
modest capital expenditures, allow the company to generate healthy
free cash flow. After factoring in the debt financed Arena
purchase, the company's credit quality is constrained by a
leveraged capital structure with pro forma LTM debt/EBITDA of
approximately 5.3x (Moody's adjusted, 3.6x excluding stock
compensation expense). PTC's exposure to economic cyclicality,
particularly within the company's core industrial, aerospace, and
automotive end markets which represent over 60% of total sales,
also adds an element of risk to the company's operating prospects.
Moreover, the potential for incremental acquisitions and share
repurchase activity present concerns with respect to PTC's
financial strategy.

PTC's very good liquidity, maintained at SGL-1, is supported by
$303.5 million of cash and short term investments as of Sept 30,
2020 as well as pro forma revolver availability of approximately
$265 million immediately following the Arena purchase. The
company's liquidity is further supported by Moody's projection of
free cash flow in excess of $300 million in FY21. PTC's revolving
credit facility is currently subject to maintenance covenants,
including a 4.5x maximum total leverage ratio, a 3.0x maximum
senior secured leverage ratio, and 3.0x minimum interest coverage
ratio. Moody's believes that the company will be in compliance with
these covenants over the next 12-18 months.

The stable outlook reflects Moody's expectation that PTC will
generate mid single digit percentage organic revenue growth in FY21
and that the company will utilize its strong free cash flow to
repay a meaningful portion of the debt associated with the Arena
acquisition in FY21.

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

The ratings could be upgraded if PTC expands revenues and EBITDA
over the intermediate term such that the company realizes
meaningfully greater scale with FCF/debt sustained above 20%.

The ratings could be downgraded if PTC does not repay a meaningful
portion of the borrowings from the Arena purchase in FY21 or if
weakening operating performance results in debt leverage sustained
at elevated levels and annual free cash flow/debt below 15%.

The principal methodology used in these ratings was Software
Industry published in August 2018.

PTC is a provider of CAD and PLM application software and services
used to design products, manage product information, and improve
product development processes. Moody's projects that PTC will
generate revenue exceeding $1.55 billion in FY21.


PURDUE PHARMA: Gertz & Rosen Represents NEOSB Group
---------------------------------------------------
In the Chapter 11 cases of Purdue Pharma L.P., et al., the law firm
of Gertz & Rosen, Ltd., submitted a verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose that
it is representing the Northeast Ohio School Board Group.

The NEOSB Group membership consists of 22 independent school
districts located in Northeast Ohio. Gertz & Rosen, Ltd. serves as
bankruptcy counsel to the NEOSB Group. A list of the NEOSB Group's
members as of the current date is attached hereto as Exhibit A.

As of Dec. 23, 2020, the parties comprising the Northeast Ohio
School Board Group, each of which hold an unliquidated claim
against the Debtors,  are:

     Chippewa Local School District               
     Green Local School District                  
     Tri-County Educational Service Center
     Wooster City School District
     Ashland County Career Center
     Triway Local School District
     West Holmes Local School District
     Norwayne Local School District
     Wayne County Career Center    
     Boardman Local School District
     Mapleton Local School District
     Orrville City School District
     Rittman Exempted Village School District
     Southeast Local School District
     Rootstown Local School District
     East Holmes Local School District
     Hillsdale Local School District
     Liberty Local School District
     Maple Heights City School District
     Northwestern Local School District
     Perry Local School District (Stark County)
     Ashland City School District

The NEOSB Group reserves the right to further amend or supplement
this Verified Statement as necessary in accordance with Rule 2019
of the Federal Rules of Bankruptcy Procedure.

The Firm can be reached at:

          Marc P. Gertz, Esq.
          Gertz & Rosen, Ltd.
          11 South Forge Street
          Akron, OH 44304
          Tel: 330.255.0727
          Fax: 330.932.2366
          Email: mpgertz@gertzrosen.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3ru2fxt

                      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.


QEP RESOURCES: Moody's Reviews B2 CFR for Upgrade
-------------------------------------------------
Moody's Investors Service placed the ratings of QEP Resources, Inc.
under review for upgrade.

The review of QEPs ratings follows the announcement that QEP and
Diamondback Energy, Inc. (Diamondback, Ba1 Stable) have reached an
agreement in which Diamondback will acquire QEP in an all stock
deal. The transaction values QEP's equity at $550 million and the
enterprise (including debt) at $2.15 billion. The acquisition,
which is subject to QEP's shareholder approval and regulatory
reviews, is expected to close in early 2021.

"The potential ownership by Diamondback benefits QEP's creditors
given Diamondback's stronger credit profile," stated Arvinder
Saluja, Moody's Vice President - Senior Analyst. "QEP will add to
Diamondback's acreage position in the Midland basin in the
Permian."

On Review for Upgrade:

Issuer: QEP Resources, Inc.

Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
B2

Senior Unsecured Notes, Placed on Review for Upgrade, currently B3
(LGD4)

Outlook Actions:

Issuer: QEP Resources, Inc.

Outlook, Changed To Rating Under Review From Negative

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

QEP's ratings were placed on review for upgrade based on its
potential ownership by Diamondback which has a stronger credit
profile and greater financial resources. Diamondback does not need
shareholder approval for this acquisition, but QEP will need a
majority vote from its shareholders. The ratings review will
conclude following the close of the acquisition.

QEP is likely to become an unguaranteed subsidiary of Diamondback
post acquisition. If QEP's debt is not guaranteed but it continues
to provide separate audited financial statements going forward,
then its ratings could be upgraded based on anticipated parental
support. In this case, the ratings upgrade would likely be limited
to one or two notches unless there are significant improvements to
QEP's stand-alone credit profile. However, if after the
acquisition, QEP's notes remain outstanding and are guaranteed by
Diamondback then the ratings on the notes could be upgraded to Ba1,
the same as Diamondback's senior notes.

QEP Resources, Inc. is a publicly traded independent crude oil and
natural gas exploration and production company focused in two
regions, North Dakota and Texas.

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


QUALITY PERFORATING: Jan. 13 Auction of Substantially All Assets
----------------------------------------------------------------
Judge Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized Quality Perforating,
Inc.'s bidding procedures in connection with the auction sale of
all or substantially all assets.

The form of Stalking Horse Asset Purchase Agreement is approved as
the form to be used by bidders in connection with the Sale.

Pursuant to the Stalking Horse APA, Bulls Acquisition Co., LLC, is
approved as the Stalking Horse Buyer.

In the event that the Stalking Horse Buyer is outbid and not the
ultimate purchaser of the Assets, the Stalking Horse Buyer will be
entitled to reimbursement for the reasonable and documented
expenses incurred by any Stalking Horse Purchaser in an amount not
to exceed $75,000.

If the Stalking Horse Buyer is outbid and is not the ultimate
purchaser of the Assets, the Debtor will have the right to ask that
the Stalking Horse Buyer be paid a Break-Up Fee equal to 3% of the
ultimate winning purchase price.

The Debtor will submit sufficient information to cause the Sale to
be advertised in a paper of general circulation and/or appropriate
trade publication within three business days of the entry of the
Order.  It will cause the Sale to be advertised on-line with
BusinessBroker.net and BizBuySell.com within three business days of
the entry of the Order.  It will present evidence of advertising at
the Sale Hearing.  

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Jan. 11, 2021 at 5:00 p.m. (ET)

     b. Initial Bid: A cash purchase price of not less than $2.5
million, plus an additional payment in the amount of $20,000 for
the benefit of the Debtor's unsecured creditors

     c. Deposit: $150,000

     d. Auction: If the Debtor timely receives one or more
Qualifying Bids other than the Stalking Horse APA, then the Debtor
will conduct an auction.  The the Auction will be held on Jan. 13,
2021 at 10:00 a.m. (ET) via Zoom (or other similar video
conferencing service), a link to which will provided by the
Debtor's counsel in advance of the Auction.

     e. Bid Increments: $25,000

     f. Sale Hearing: Jan. 15, 2021 at 10:00 a.m.

     g. Closing: No Later than Jan. 31, 2021

The Debtor will promptly provide copies of the Bidding Procedures
Order upon the interested parties.

A copy of the Bid Procedures is available at https://bit.ly/34GSbHF
from PacerMonitor.com free of charge.

                  About Quality Perforating

Quality Perforating, Inc., is a manufacturer of perforated sheets,
coils and component parts.

Quality Perforating sought Chapter 11 protection (Bankr. M.D. Pa.
Case No. 20-03561) on Dec. 16, 2020.  In the petition signed by
Robert W. Farber, president, the Debtor disclosed total assets of
$3,608,042 and debt of $9,820,041.  The case is assigned to Judge
Robert N. Opel II.  The Debtor tapped Mark J. Conway, Esq., at Law
Offices of Mark J. Conway, P.C., as counsel.


QUECHAN INDIAN: Fitch Withdraws 'B' IDR, Outlook Negative
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Quechan Indian Tribe's
(Quechan) Issuer Default Rating (IDR) at 'B', with a Negative
Outlook. Fitch has also withdrawn Quechan's tribal economic
development bonds (TED bonds).

The ratings were withdrawn because the tribal economic development
(TED) bonds were defeased and due to a lack of information.

KEY RATING DRIVERS

Solid Credit Metrics: Quechan's leverage was 1.5x as of Dec. 31,
2019, down from 2.1x as of December 2018 and 2.8x at YE 2017. Fitch
expects leverage to increase above 2.0x in 2020 due to the
coronavirus disruption, but the tribe's manageable debt
amortization and recovery in EBITDA beginning in 2021 will improve
the credit profile. The tribe's 2017 refinancing of its capital
structure increased financial flexibility and resulted in the tribe
developing a stronger cash position.

Improved Liquidity: Liquidity has been improving at both the casino
level and tribal level. The tribe's reserves heading into the
coronavirus disruption provided for about 10 months of governmental
operations excluding per-capita payments. The tribe reduced
per-capita payments to its tribal members in recent years to help
boost liquidity. Fitch will monitor the current council's
willingness to continue to grow, or at least maintain, the tribe's
liquidity as Fitch contemplates a future positive rating action.

Available liquidity on the casino side has improved over the past
two years and is adequate for operating needs. The enterprise
generates healthy FCF before distributions to the tribe, and the
term loan's covenants limit tribal distributions based on cash
flow.

Limited Geographic Diversification: Quechan has exposure to a
single geographic area that is reliant on seasonal tourism,
although it operates two assets on the California and Arizona
borders. The competitive environment is relatively stable; however,
Quechan's addressable market does not exhibit the same depth as
higher-rated, single-site peers like Morongo, which caters to the
greater Los Angeles market. This risk is partially offset by the
tribe's conservative leverage and increased financial flexibility
following the 2017 refinancing.

Tribal Council Policies: The tribe experienced leadership turnover
in December 2018 when a largely new tribal council was elected,
although the new council president and vice president had served as
members on the previous tribal council. When considering future
positive rating actions, the tribal council's track record of
adherence to conservative financial policies will be a factor. A
track record of political stability will also be viewed positively
with respect to the potential upgrade.

DERIVATION SUMMARY

Fitch believes the tribe's current credit metrics provide
considerable cushion for a downturn while maintaining a mid- to
high 'B' category IDR. The strong credit metrics are somewhat
offset by the geographic concentration of Quechan's casinos, with
the two assets operating in close proximity to each other in a
market with limited growth catalysts. The tribe's refinancing of
its capital structure in 2017 reduced amortization payments and
helped to increase fund balances at the tribal level. Debt
amortization will continue, albeit at a slower pace, and drive
leverage below 2.0x.

KEY ASSUMPTIONS

-- 33% revenue declines in 2020 due to the coronavirus disruption
    and subsequent closure of Quechan's casino in March. The
    negative impact is mostly felt in calendar 2Q20 with some
    recovery seen in 2H20.

-- 2021 recovery is modest and still 20% below 2019 levels,
    reflecting economic uncertainty and the duration of the
    recovery. Margins are also slightly pressured relative to 2019
    levels.

-- Tribal distributions are generally consistent with historical
    levels.

-- Minimal maintenance capex during coronavirus-driven property
    closures, returning to more normalized levels following
    resumption of operations.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

The tribe's liquidity has improved in the past few years, supported
by healthy operational performance, a 2017 refinancing that reduced
debt service payments and prudent financial policies at the tribal
level. Fitch expects excess cash to be redistributed to the tribe.
Capex is expected to be minimal in the forecast after the tribe
recently completed a project at the Paradise Casino. The tribe's
reserves have typically provided for roughly one year of
governmental operations excluding per-capita payments.

ESG CONSIDERATIONS

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


RIVOLI & RIVOLI: Has Until March 1, 2021 to File Plan & Disclosure
------------------------------------------------------------------
Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western
District of New York has entered an order extending the time within
which debtor Rivoli & Rivoli Orthodontics, P.C., must file its
small business plan and disclosure statement through March 1,
2021.

A full-text copy of the order dated December 15, 2020, is available
at https://bit.ly/3rqp7hf from PacerMonitor.com at no charge.

              About Rivoli & Rivoli Orthodontics

Rivoli & Rivoli Orthodontics, P.C., offers orthodontic services
with locations in Spencerport, Rochester, Webster, and Brockport,
N.Y. Visit http://www.rivoliortho.com/for more information.

Rivoli & Rivoli Orthodontics filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
19-20627) on June 21, 2019.  In the petition signed by Peter S.
Rivoli, president, the Debtor disclosed $233,492 in assets and
$1,778,831 in liabilities.

Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, is the Debtor's
counsel.


ROBERT D. SPARKS: $610K Sale of Lubbock Homestead to Sprys Approved
-------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Robert Dial Sparks' sale of his
homestead located at 6807 79th Street, Lubbock, Lubbock County,
Texas to Michael J. Sprys and Eileen M. Sprys for $610,000, cash,
less closing costs, free and clear of liens.

The purchase price will be less the cost of an Owner's Policy of
Title Insurance, the customary and usual closing costs, a 1.5%
commission to Wyatt Realty (the listing agent), and a 3% commission
to Century 21 John Walter Realtors (the selling agent), said sale
to close on Feb. 12, 2021 through the offices of Lubbock Abstract
&Title Co., 4505 82nd Street, Suite 1, Lubbock, Texas.

The claim of Wells Fargo will be paid 100% in full on closing
pursuant to an unexpired payoff statement produced by the
Creditors.  

Sparks will deposit the net proceeds of the sale into his DIP
account and into which the previous sales of property have been
deposited, said proceeds to be disbursed after Motion to and Order
by the Court.      

A hearing on the Motion was held on Dec. 16, 2020 at 1:30 p.m.  

Robert Dial Sparks sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 20-50079) on May 1, 2020.  The Debtor tapped Byrn R. Bass,
Jr., Esq., as counsel.



ROBERT'S SEAFOOD: Court Confirms Plan, Okays Final Cash Use
-----------------------------------------------------------
Following a hearing on December 16, the U.S. Bankruptcy Court for
the Middle District of Florida, Jacksonville Division, confirmed
the Chapter 11 Small Business Subchapter V Plan of Robert's Seafood
and Hot To Go Kitchen, Inc. and authorized the Debtor to continue
using cash collateral on a final basis through the plan effective
date.

A post-confirmation status conference has been set for April 1,
2021, at 9:30 a.m.

As of the Petition Date, the Debtor was indebted to Fairport Asset
Management REO, LLC in the amount of $292,856.58 pursuant to proof
of claim #3.  The Debtor's obligation is evidenced by a Promissory
Note, Security Agreement, Financing Statement, and Assignment of
Leases and Rents executed on or about November 27, 2000, pursuant
to which the lender provided funds to the Debtor.

The Court previously authorized Robert's Seafood to use cash
collateral on an interim basis to pay expenses necessary for the
operation of the business.  As additional adequate protection of
the lender's interest and the estate's interest in Cash Collateral,
the lender is granted a replacement lien to the same nature,
priority, and extent that the lender may have had immediately prior
to the date that this case was commenced nunc pro tunc to the
Petition Date. Further, the lender is granted a replacement lien
and security interest on property of the bankruptcy estate to the
same extent and priority as that which existed pre-petition on all
of the cash accounts, accounts receivable and other assets and
property acquired by the Debtor's estate or by the Debtor on or
after the Petition. The replacement lien in the Post-Petition
Collateral will be deemed effective, valid and perfected as of the
Petition Date, without the necessity of filing with any entity of
any documents or instruments otherwise required to be filed under
applicable non-bankruptcy law.

The Debtor is directed to pay adequate protection payments of
$2,531.12 per month to Fairport commencing September 1, 2020 and on
the 1st of the month thereafter or further Court Order.

As additional adequate protection of the lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the request of the
lender, the Debtor will provide to lender's counsel a written
statement supported by evidence of Debtor's compliance with the
foregoing.

          About Robert's Seafood and Hot To Go Kitchen

Robert's Seafood and Hot to Go Kitchen Inc., a company based in
Jacksonville, Fla., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02369) on Aug. 9, 2020.  At the time of filing, Debtor had
estimated assets of between $100,000 and $500,000 and liabilities
of between $500,000 and $1 million.

Judge Roberta A. Colton oversees the case.

Bryan K. Mickler, Esq., at Mickler & Mickler is the Debtor's legal
counsel.  The Debtor tapped William G Haeberle CPA LLC as its
accountant.



ROBERTSHAW US: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Robertshaw US Holding Corp.'s
(NEW) corporate family rating to Caa1 from B3, the Probability of
Default Rating to Caa1-PD from B3-PD, the first-lien senior secured
term loan rating to Caa1 from B3 and the second-lien senior secured
term loan rating to Caa3 from Caa2. The rating outlook is stable.

The downgrades reflect expectations for weak near-term results
following continued underperformance relative to Moody's
expectations, exacerbated by a protracted recovery in key credit
metrics from trough demand impacts in the first half of 2020 as a
result of a pullback in appliance spending. Moody's adjusted
debt-to-EBITDA will eclipse 9x for fiscal year end 2021 (March
2021) and will remain high even with modest improvement during
calendar 2021. Lower volumes in the appliance end markets,
approximately two-thirds of the company's revenues, with
significant weakness in commercial appliances hit hard by
restaurant capacity restrictions, will take time to rebound.

RATINGS RATIONALE

The ratings reflect limited scale with a niche focus, exposure to
cyclical consumer spending on appliances, the ongoing need for
productivity improvements to help offset customer pricing pressure
and expected leverage near 9x. Despite cost saving initiatives to
improve the fixed-to-variable cost structure, margins have yet to
demonstrate consistent expansion, hindered more recently by weaker
demand for customers' products. Free cash flow has been fairly
solid over the last couple of years, boosting the cash position but
has been insufficient to allow meaningful repayment of debt. With
moderate earnings growth, Moody's adjusted debt-to-EBITDA is
projected to fall to the mid-8x range by fiscal year end 2022
(March 2022).

The ratings are supported by Robertshaw's leading market share
positions, end markets that have traditionally grown in-line with
normalized US GDP and longstanding relationships with a blue-chip
customer base. An aging installed base (i.e. pent up replacement
demand) of residential appliances and commercial HVAC systems, as
well as largely resilient home renovation spending and accelerating
opportunities in transportation, support longer-term growth
prospects. An increasingly more variable cost structure and modest
capital expenditure needs should promote positive and consistent
free cash flow generation.

The rating outlook is stable, reflecting Moody's expectations that
revenue growth will approach normalized US GDP expansion with
margins resuming a positive trajectory from a low level, boosted by
modestly higher volumes, benefits from cost-saving initiatives and
planned annual price increases. Free cash flow will be modest but
positive, enabling liquidity to remain sufficient to manage through
the potential for extended macroeconomic uncertainty.

Liquidity is adequate supported by Moody's expectation for the
company to maintain $50 million - $60 million of cash (over $60
million at September 30, 2020) and generate free cash flow of at
least $10 million annually over the next couple of years.
Robertshaw has an unrated EUR60 million term loan (expected to be
approximately EUR49 million at December 31, 2020) due December
2023, but otherwise no material debt maturities. The company has an
unrated, undrawn $50 million asset-based lending facility, set to
expire in 2023. This is modest relative to interest expense and
potential working capital fluctuations. The ABL is subject to a
springing covenant - minimum fixed charge coverage ratio of 1.0x -
tested only if excess availability is less than 10% of the
facility. The first and second lien term loans do not have
financial maintenance covenants. There are no near-term debt
maturities and roughly $5 million of annual amortization payments
required on the first-lien term loan.

Moody's expects financial policies to be aggressive under private
equity ownership including the potential for debt-funded
acquisitions and shareholder distributions. Debt-to-EBITDA remains
high following One Rock Capital's buyout of the company in early
2018, creating a heavy interest burden and increased vulnerability
to financial stress when economic conditions deteriorate as seen in
calendar 2020. Further, Moody's expects the modest free cash flow
to be focused towards growth investments versus debt repayment,
therefore, de-leveraging over the next 18 months will be driven
largely by earnings improvement, with earnings momentum building in
calendar 2021.

Moody's took the following rating actions on Robertshaw US Holding
Corp. (NEW):

Corporate Family Rating, downgraded to Caa1 from B3

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

First-Lien Senior Secured Term Loan, downgraded to Caa1 (LGD3)
from B3 (LGD3)

Second-Lien Senior Secured Term Loan, downgraded to Caa3 (LGD5)
from Caa2 (LGD6)

Rating outlook, Stable

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

The ratings could be upgraded with the return of meaningful growth
in revenues and margins, potentially buoyed by expanding end market
opportunities and higher margin new product introductions.
Debt-to-EBITDA below 6.5x on a sustained basis and free cash
flow-to-debt consistently in the low-to-mid-single digit range
would also be necessary for an upgrade. Additionally, accelerated
penetration into the electric vehicle market would be viewed
favorably. The ratings could be downgraded if debt-to-EBITDA
remains above 9x or if the EBITDA margin falls further as a result
of the inability to offset reduced fixed cost absorption and
customer price concessions. The lack of positive free cash flow, as
well as organic revenue growth, or a weaker liquidity profile,
including a cash position falling to the $40 million range, would
also place downward pressure on ratings.

Robertshaw US Holding Corp. designs and manufactures
electro-mechanical solutions, mechanical combustion systems, and
electrical controls primarily for use in residential and commercial
appliances, HVAC and transportation applications. Revenues for the
latest twelve months ended September 30, 2020 were nearly $505
million.

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


RPI INTERMEDIATE: Moody's Completes Review, Retains Ba1 CFR
-----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of RPI Intermediate Finance Trust and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review in which Moody's reassessed
the appropriateness of the ratings in the context of the relevant
principal methodology, recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

RPI Intermediate Finance Trust's Ba1 Corporate Family Rating
reflects the strong product portfolio underlying the company's
royalty streams. Royalties on products acquired in the last several
years such as Imbruvica and cystic fibrosis drugs have strong
growth prospects and will provide long-tailed revenue streams.
Offsetting these strengths, the company faces an increasing degree
of revenue concentration as royalties on each product generally
terminate on a set schedule, increasing the reliance on remaining
products. Moody's anticipates that the three largest drugs will
represent about 70% of royalties within the next three years.
Financial leverage will decline over time as the term loan
amortized, but the credit agreement will allow generous unitholder
distributions once the excess cash flow sweep is satisfied.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.  


SABLE PERMIAN: Sable Land Unsec. Creditors to Get 1% in Plan
------------------------------------------------------------
Sable Permian Resources, LLC, and its affiliated debtors filed a
Second Amended Joint Plan and a Disclosure Statement on Dec. 16,
2020.

Recoveries for General Unsecured Claims in 10A (estimated at $44.15
million) and 10B (estimated at $0) are 0% to [To Be Determined],
according to the Disclosure Statement.  General unsecured claims in
10C (estimated at $70.06 million) are projected to recover 1%.
Unsecured claims in 10D (estimated at $525,000) are projected to
have a 0% recovery.

Class 10A consists of the General Unsecured Claims against SPR.
Each Holder of an Allowed Class 10 Claim, in full satisfaction,
settlement, and release of, and in exchange for such Claim, shall
receive its Pro Rata share of the SPR-SPR OpCo Distribution Pool.
Class 10A is an Impaired Class, and the Holders of Claims in Class
10A are entitled to vote to accept or reject this Plan.

Class 10B consists of the General Unsecured Claims against SPR
OpCo. Each Holder of an Allowed Class 10 Claim, in full
satisfaction, settlement, and release of, and in exchange for such
Claim, shall receive its Pro Rata share of the SPR-SPR OpCo
Distribution Pool. Class 10B is an Impaired Class, and the Holders
of Claims in Class 10B are entitled to vote to accept or reject
this Plan.

Class 10C consists of the General Unsecured Claims against Sable
Land. Each Holder of an Allowed Class 10C Claim, in full
satisfaction, settlement, and release of, and in exchange for such
Claim, shall receive its Pro Rata share of the Sable Land Cash
Pool. Class 10C is an Impaired Class, and the Holders of Claims in
Class 10C are entitled to vote to accept or reject this Plan.

Class 10D consists of the General Unsecured Claims against the
Other Debtors. Each Holder of an Allowed Class 10D Claim shall not
receive any distribution or retain any property on account of such
Claim.

On the Effective Date, the Existing Equity Interests will be
canceled without further notice to, approval of or action by any
Entity, and each Holder of an Existing Equity Interest shall not
receive any distribution or retain any property on account of such
Existing Equity Interest.

All Cash necessary for the Debtors, the Plan Administrator, and
Reorganized Sable Land, as applicable, to make payments required
pursuant to this Plan will be obtained from the Debtors' respective
Cash balances, including Cash from operations (as applicable), the
DIP Credit Facility, and the Effective Date Cash Out, and from the
liquidation of any non-Cash Purchased Assets and Retained Causes of
Action.

A full-text copy of the Second Amended Joint Plan dated December
15, 2020, is available at https://bit.ly/3hiBc3K from PacerMonitor
at no charge.

A full-text copy of the Second Amended Disclosure Statement dated
Dec. 15, 2020, is available at https://bit.ly/3aGAY4Y from
PacerMonitor.com at no charge.

Counsel for the Debtors:

         HUNTON ANDREWS KURTH LLP
         Timothy A. ("Tad") Davidson II
         Joseph P. Rovira
         Ashley L. Harper
         600 Travis Street, Suite 4200
         Houston, Texas 77002
         Telephone: (713) 220-4200
         Facsimile: (713) 220-4285
         
             - and -

         LATHAM & WATKINS LLP
         George A. Davis
         885 Third Avenue
         New York, NY 10022
         Telephone: (212) 906-1200
         Facsimile: (212) 751-4864

             - and -

         Caroline A. Reckler
         Jeramy D. Webb
         Brett V. Newman
         Jonathan C. Gordon
         330 North Wabash Avenue, Suite 2800
         Chicago, IL 60611
         Telephone: (312) 876-7700
         Facsimile: (312) 993-9667

             - and -

         Jeffrey E. Bjork
         Christina M. Craige
         335 South Grand Avenue, Suite 100
         Los Angeles, CA 90071
         Telephone: (213) 485-1234
         Facsimile: (213) 891-8763

                 About Sable Permian Resources

Sable Permian Resources, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 20-33193) on June 25, 2020. At the time of the filing, Sable
Permian Resources disclosed assets of between $1 billion and $10
billion and liabilities of the same range. Judge Marvin Isgur
oversees the cases.  

Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth
LLP as legal counsel, Alvarez & Marsal North America LLC as
financial advisor, Evercore Group LLC as investment banker, and
M-III Advisory Partners, LP as financial advisor. Mohsin Y. Meghji
of M-III Advisory Partners is Debtors' chief restructuring officer.
Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC,
and Hilco Fixed Asset Recovery, LLC are tapped as liquidation
analysis and valuation experts and sage-popovich, inc. as valuation
expert.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 17, 2020.  The committee has tapped Paul Hastings
LLP and Mani Little & Wortmann, PLLC as its legal counsel, Conway
MacKenzie LLC as financial advisor, and Miller Buckfire & Co. LLC
and Stifel, Nicolaus & Co. Inc. as investment banker.


SHIFT4 PAYMENTS: Moody's Hikes Sr. Unsecured Notes Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service affirmed Shift4 Payments, LLC's Corporate
Family Rating of B2, Probability of Default Rating of B2-PD, and
senior secured revolver rating of Ba2. The senior unsecured notes
were upgraded to Ba3 from B2. The rating outlook was changed to
stable from positive. The action follows Shift4's issuance of $690
million of convertible senior notes.

"Shift4 is likely to generate strong revenue and EBITDA growth in
2021" said Peter Krukovsky, Moody's Senior Analyst. "However, the
substantial increase in funded debt and total leverage constrains
the rating. Very strong cash liquidity provides support, and
organic growth combined with use of cash for acquisitions will
drive down the total leverage ratio over time."

The following rating actions were taken:

Affirmations:

Issuer: Shift4 Payments, LLC

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD1)

Upgrades:

Issuer: Shift4 Payments, LLC

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD2)
from B2 (LGD4)

Outlook Actions:

Issuer: Shift4 Payments, LLC

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

Shift4 is executing on an aggressive growth strategy which
leverages differentiated vertical-specific integrated payments
solutions focused largely on hospitality markets such as
restaurants and hotels. Prior to the coronavirus pandemic (COVID),
Shift4's organic growth rate of 14% in 2019 was meaningfully above
average for the merchant acquiring industry. Moody's regards the
coronavirus outbreak as a social risk under the ESG framework. In
2020, the company has been successful in gaining market share even
as the pandemic has caused a substantial decline in payment volumes
in its target markets, and has been able to limit revenue decline
for the year to low single digits. In 2021, a partial recovery in
hospitality markets and continued share gains should result in
strong revenue growth. However, Shift4's market share gain strategy
requires meaningful investment in operating expenses and capital
spending, which constrain near-term profit margin growth and free
cash flow generation compared to merchant acquiring industry
leaders.

Shift4 has raised a substantial amount of equity and debt capital
over the course of 2020 to support its growth. Following the
issuance of the $690 million convertible notes in December 2020,
Moody's estimates cash balances at about $940 million or over 80%
of funded debt. Shift4 intends to use the cash to acquire assets in
multiple transactions of various sizes. The convertible notes
issuance has substantially increased Moody's adjusted total
leverage to 13.6x. Net of the substantial cash balances the
leverage is only 2.5x, but the net leverage ratio could increase
materially if Shift4 were to execute a large acquisition at a high
valuation multiple. The company has been successful historically in
acquiring small assets that reinforced its franchise at moderate
multiples net of synergies. However, at larger transaction sizes
the required valuation multiples may be higher and synergies may be
smaller relative to transaction values. Executing multiple
acquisitions over a short period of time inherently involves
execution and integration risks. Moody's expects organic growth and
acquisitions to drive total leverage down over the coming years.
Management does not plan to use the cash for capital returns.
Reduction in cash that does not result in higher EBITDA would
pressure the ratings.

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

The stable outlook reflects Moody's expectation of total leverage
decline over the next 12-18 months driven by organic EBITDA growth
and deployment of cash balances for acquisitions. The ratings could
be upgraded if Shift4 generates consistent organic revenue and
EBITDA growth, and if Moody's adjusted total leverage is sustained
below 5.0x and FCF/debt is sustained in the mid-single digits. The
ratings could be downgraded if Shift4 experiences a significant
growth deceleration or a profitability decline, or if cash
liquidity is reduced meaningfully without a resulting increase in
earnings.

The Ba2 facility rating for Shift4's secured revolving credit
facility, three notches higher than the B2 CFR, reflects the
benefit of security and the small size relative to the unsecured
notes and convertible notes. The Ba3 facility rating for the
unsecured notes, two notches higher than the B2 CFR, reflects the
benefit of subsidiary guarantees. The convertible notes do not
benefit from subsidiary guarantees. The instrument ratings reflect
the uncertainty around the potential evolution of the capital
structure over time.

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

With estimated net revenues of $326 million in 2020, Shift4 is a
provider of integrated payment processing and technology solutions.


SIGNATURE BANK: Fitch Rates $730MM Preferred Stock 'BB'
-------------------------------------------------------
Fitch has assigned a 'BB' rating to Signature Bank's (SBNY) $730
million preferred stock issuance. The intended use of proceeds is
for general corporate purposes, but Fitch also notes that
management intends to use the proceeds to support balance sheet
growth in light of recent strong deposit growth trends.

KEY RATING DRIVERS

SBNY's 'BB' preferred stock rating is four notches below SBNY's
'BBB+' Long-Term Issuer Default Rating (IDR), in accordance with
Fitch's Bank Rating Criteria (Feb. 28, 2020).

The preferred stock rating includes two notches for loss severity,
given the securities' deep subordination in the capital structure,
and two notches for non-performance, given the securities' coupon
is noncumulative and fully discretionary.

RATING SENSITIVITIES

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

-- SBNY's preferred stock rating is sensitive to a negative
    change in SBNY's Long-Term IDR. Fitch communicated in May
    2020, that pressure on SBNY's Long-Term IDR would be the
    result of a more prolonged economic downturn related to the
    coronavirus pandemic; if operating profit to risk-weighted
    assets were to deteriorate to below 0.5% over 12-month period;
    or if the company's common equity Tier 1 capital ratio were to
    drop below 9% without a credible plan to build the ratio back
    up. For more details on the most recent review of the Long
    Term IDR, please see "Fitch Affirms Signature at 'BBB+';
    Outlook Revised to Negative on Expected Coronavirus Impact,"
    published on May 11, 2020 at www.fitchratings.com.

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

-- SBNY's preferred stock rating is sensitive to a positive
    change in SBNY's Long-Term IDR. However, positive rating
    momentum for SBNY is limited at present, given the broader
    economic backdrop and uncertainty related to the pandemic.

BEST/WORST CASE RATING SCENARIO

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


SN TEAM: Unsecured Creditors to Recover 100% in 5 Years
-------------------------------------------------------
SN Team, LLC, filed with the U.S. Bankruptcy Court for the District
of Nevada a Chapter 11 Plan of Reorganization and a Disclosure
Statement on Dec. 11, 2020.

The Debtor's Plan is a reorganizing plan accomplished through the
continuation of Debtor's primary business, the ownership,
management, leasing and or refinance or sale of residential real
estate.

The Debtor owns and manages the following properties: 229 Silver
Rings Ave., North Las Vegas, Nevada, 2153 Jade Creek St. #206, Las
Vegas, Nevada, 458 Winthrop Place, Henderson, Nevada, 251 S. Green
Valley Pkwy. #5521, Henderson, Nevada, and 8255 Las Vegas Blvd.
South #1214, Las Vegas, Nevada.

On Nov. 19, 2020, the Court approved a stipulation for relief from
automatic stay entered into by the Debtor and U.S. Bank National
Association to allow Debtor to surrender the Las Vegas Boulevard
property and allow the property to proceed to foreclosure by
Creditor.

Allowed Class 3 General Unsecured Claims will receive 100% of their
allowed claim on or before the end of 60th month following the
Effective Date.

Class 3 consists of the Allowed Claims of the General Unsecured
Creditors.  On or before the Effective Date, the Debtor shall
execute a promissory note with each holder of a Class 3 Claim
calling for bi-annual equal to 10% of the principal balance,
totaling a 20% annual principal reduction payment.  No interest
will accrue on the promissory Note.  Commencing on the 15th day of
each quarter thereafter through the last day of the sixtieth month
following the Effective Date, the Reorganized Debtor will make
equal bi-annual payments of principal to the Class 6 Claimants.
The Promissory Notes will be due and payable at the end of the 60th
month following the effective date of the plan.  This Class shall
be paid $723 every six months for a total of $1,446 annually.

In the event funds are not sufficient to pay the Class 1 Claimants
upon any sale of the SN Team, LLC Real Properties, the Class 3
Claimants shall receive a pro-rata share of the funds available by
dividing the total amount of money each Class 3 Claimants claims
and multiplying that percentage by the amount of money available to
pay the Class 3 Claimants after sale of the SN Team, LLC
Properties.

Class 4 consists of interest holders Wendy Merrill and Michael R.
Lekar. Class 4 is unimpaired under the Plan and will receive the
pro-rata share of monies available after payment under the plan to
classes 1 through 6.

The Reorganized Debtor shall make all payments due under the Plan
out of the funds on hand in the Debtor's Estate as of the Effective
Date, and through the lease Income generated by the SN Team, LLC
Real Properties as well as through the eventual sale or refinance
of the SN Team, LLC Real Property.

A full-text copy of the Disclosure Statement dated Dec. 11, 2020,
is available at https://bit.ly/3p8SvXt from PacerMonitor at no
charge.

Attorney for Debtor:

           TIMOTHY P. THOMAS
           LAW OFFICE OF TIMOTHY P. THOMAS, LLC
           1771 E. Flamingo Rd. Suite B-212,
           Las Vegas, NV 89120
           Telephone: (702) 227-0011
           Fax: (702) 227-0334

                         About SN Team LLC

SN Team LLC is a Nevada limited liability company with principal
place of business in Clark County, Las Vegas.  SN Team filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 20-10812) on Feb. 13,
2020.  Judge August B. Landis oversees the case.  In the petition
signed by Wendy J. Merrill, managing member, the Debtor was
estimated to have between $500,000 and $1,000,000 in assets, and
between $100,000 and $500,000 in liabilities.  Andersen Law Firm,
Ltd., represents the Debtor.


SPAIN TO MAINE: Hearing Reset to Jan. 14 Amid Amended Plan
----------------------------------------------------------
On Dec. 10, 2020, the U.S. Bankruptcy Court for the Northern
District of Mississippi held a hearing for final approval of the
order conditionally approving Disclosure Statement and for
confirmation of the Chapter 11 Plan of Reorganization filed by
debtor Spain to Maine Hauling, LLC.

Dumas Leasing, Inc., filed an objection to the Debtor's Disclosure
Statement and Plan of Reorganization.  Volvo Financial Services
also filed an objection to the Debtor's Disclosure Statement and
Plan of Reorganization.  At the conclusion of the hearing, the
Court issued its bench ruling.

At the outset of the hearing, the Court explained that the Debtor
made several procedural mistakes which prohibited the Court from
conducting a hearing on final approval of the disclosure statement
and on plan confirmation.  Specifically, the Court pointed out that
the Debtor failed to file a certificate of service indicating that
the Chapter 11 Plan and Order Conditionally Approving the
Disclosure Statement had been properly served and noticed to the
required parties.  Further, in violation of Local Rule3018-1(b),
the Debtor failed to file a Ballot Summary and Certification (with
copies of the ballots attached) at least three days prior to the
confirmation hearing.  

Another recent development that arose on the morning of the
confirmation hearing: the Debtor filed an Amended Plan or
Reorganization as of 12/10/2020.  Most parties, including the
Court, were not able to review the Amended Chapter 11 Plan before
the hearing took place. In any event, because this is a small
business chapter 11 case, the Bankruptcy Code imposes strict timing
requirements for plan  confirmation.  Namely, under 11 U.S.C. Sec.
1129, the Court "shall confirm a plan that complies with the
applicable provisions of this title and that is filed in accordance
with Section 1121(e) not later than 45 days after the plan is filed
unless the time for confirmation is extended in accordance with
Section 1121(e)(3)." 11 U.S.C. Sec. 1129(e).

The Debtor filed its original Chapter 11 Plan on Oct. 30, 2020, and
as such, the Court must confirm the Chapter 11 Plan by Dec. 15,
2020 -- unless the time is extended.  Despite the filing of an
Amended Chapter 11 Plan, the Court is proceeding cautiously to
address the timing requirements imposed under the Bankruptcy Code
as to the Chapter 11 Plan and now the Amended Chapter 11 Plan.
Therefore, in this Order, the Court will address extending the
deadline for confirmation for the Chapter 11 Plan by providing new
deadlines for the Amended Chapter 11  Plan.

The Court's conclusion is bolstered by several facts.  First, there
are only two outstanding objections to the Debtor's Chapter 11 Plan
and Disclosure Statement.  Just prior to the hearing on Dec. 10,
2020, Volvo and the Debtor submitted an agreed order resolving
Volvo's objection.  Second, and as previously discussed, the Debtor
filed an  Amended Chapter 11 Plan, which the Court believes will
aid in negotiations with Dumas, the only Creditor with a pending
objection to the Chapter 11 Plan and Disclosure Statement.  At the
hearing, the Court also heard testimony from Mr. Frank Williams, a
co-owner of the Debtor.  Mr. Williams's testimony indicated that
while his business has been negatively affected by the COVID-19
pandemic, the Debtor is better positioned to accept new hauling
jobs.  Further, Mr. Williams testified that he is now driving as a
part of the Debtor's business operations, as opposed to his
previous role as solely an operational or logistics person. In
response to questioning by Dumas, Mr. Williams indicated that while
the Debtor does have months where revenue is higher, the Debtor's
business operation is not seasonal. From what the Court can glean
from Mr. Williams' testimony, the Debtor is now proposing to
terminate several leases with Dumas on tractors and trailers that
are nonoperational -- presumably to reduce maintenance (overhead)
costs.  Mr. Williams also testified that he is attempting to secure
a loan from the Small Business Administration in the amount of
$350,000 to potentially pay off the tractor and trailer leases with
Dumas.  The  United States Trustee questioned Mr. Williams
concerning business competition in the area where the Debtor
operates.  In response, Mr. Williams indicated that he is aware of
one or two competitors, but the Debtor's reputation for hauling is
widely known.  Based on the entirety  of Mr. Williams's testimony,
including the circumstances surrounding the status of objections to
the Chapter 11 Plan and the filing of an Amended Chapter 11 Plan,
the Court finds that the Debtor has shown by a preponderance of the
evidence that it is more likely than not that this Court will
confirm a plan within a reasonable period of time.  The Court also
finds that the 45-day plan confirmation deadline should be
extended.  

ACCORDINGLY, on Dec. 11, 2020, Judge Selene D. Maddox ordered
that:

   * the 45-day plan confirmation deadline imposed under 11 U.S.C.
Sec. 1121(e)(3) will be extended.

   * Jan. 11, 2021 is fixed as the last day for filing ballots
accepting or rejecting the Amended Chapter 11 Plan.

   * Jan. 11, 2021 is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Amended Chapter 11 Plan.

   * Jan. 14, 2021 at 10:00 a.m., in the Greenville Federal
Building, 305 Main Street, Greenville, MS, is fixed for the hearing
on final approval of the Disclosure Statement and for the
evidentiary hearing on confirmation of the Amended Chapter 11
Plan.

The Court finds that the Debtor has shown by a preponderance of the
evidence that it is more likely than not that this Court will
confirm a plan within a reasonable period of time based on the
entirety of Mr. Frank Williams's testimony, including the
circumstances surrounding the status of objections to the Chapter
11 Plan and the filing of an Amended Chapter 11 Plan.

A full-text copy of the order dated Dec. 11, 2020, is available at
https://bit.ly/2J9aVYU from PacerMonitor at no charge.

                   About Spain to Maine Hauling

Based in Greenville, Mississippi, Spain to Maine Hauling, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 20-11673) on April 29, 2020, listing under $1
million in both assets and liabilities.  James F. Valley, Esq., at
J F VALLEY ESQ PA, represents the Debtor.


TALLGRASS ENERGY: Fitch Rates Proposed Sr. Unsecured Notes 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned 'BB-'/'RR4' ratings to Tallgrass Energy
Partners, LP's (TEP) proposed issuance of senior unsecured notes.
Tallgrass Energy Finance Corp. is a co-issuer of the proposed
notes. Proceeds from the offering are to pay the cash consideration
of a debt tender for notes coming due October 2023, among other
means of providing for the repayment of this maturity. The Rating
Outlook for TEP is Negative.

TEP's rating reflects the size of the company, the diversity of its
cash flows, and the revenue-assurance features related to its two
largest assets, the pipelines Pony Express and Rockies Express. TEP
owns 75% of Rockies Express Pipeline LLC (ROCKIE; BBB-/Negative).
Pony Express has the majority of its run-rate volumes underpinned
by minimum volume commitments (MVCs), and Rockies Express obtains
almost all of its revenues from take-or-pay payment obligations.
The weighted average contract life for the west-bound service on
Rockies Express, the more profitable service, is approximately 12
years. Pony Express has, with the exception of May and June 2020, a
steady profile of volumes incremental to its aggregate MVC level,
testifying to the value of its transportation path for shippers in
three producing basins.

Concerns related to TEP include recently rising leverage, as viewed
from a level above TEP (entities collectively referred to as Holdco
are, first, Prairie ECI Acquiror LP [B+/Negative], as borrower
under a Term Loan B, and, second, Tallgrass Energy, LP, as pledgor
in said Term Loan B structure). Holdco's leverage, calculated on a
method of proportionate-for-ROCKIE total debt-to-adjusted EBITDA,
is expected by Fitch to be approximately 7.5x in 2021. LTM 3Q20
total debt-to-adjusted EBITDA at Holdco was approximately 8.0x.

The Negative Outlooks for Prairie ECI Acquiror LP and TEP are both
based on counterparty credit risk. TEP has exposure to certain of
its long-term shippers, on each of Pony Express and ROCKIE, which
are rated lower than 'BB+'. Of particular concern are a subset of
high-yield shippers of TEP that are deemed by Fitch to have
single-B category credit quality.

KEY RATING DRIVERS

Leverage: Total debt to adjusted EBITDA for Holdco is currently at
the high end of the range that corresponds to the 'BB-' Issuer
Default Rating. One of the causes of high leverage is due to oil
production shut-ins affecting Pony Express. Shut-ins can be traced
to the coronavirus and the way OPEC+ reacted to the pandemic. In
September 2020, Holdco adopted a distribution policy for the
corporate family that should have the effect over time of lowering
Holdco's leverage, with a particular focus on lowering TEP's
absolute level of indebtedness. As mentioned above, Fitch's
forecast for Holdco leverage (proportionate-for-ROCKIE method) for
2021 is approximately 7.5x, which is in-line with the TEP rating.

Counter-Party Credit Risk: In November 2020, Gulfport Energy
Corporation (NR) joined Ultra Petroleum Corp. (NR) as 2020
bankruptcies of ROCKIE long-term shippers (Ultra filed in May
2020). The Negative Outlook for both TEP and Holdco relates to
counterparty credit risk trends, some of which date back about 12
months (with some recent up trends mixed in with the overall down
trend). ROCKIE is relatively insensitive to customer credit risk
movements in the 'B+'/'BB-'/'BB'/'BB+' unsecured debt range. Yet
Fitch has concerns about some lower-rated and non-rated customers
of ROCKIE. Fitch acknowledges that some of these deemed low rated
shippers have performed corporate actions this year that have
bolstered credit quality.

TEP's Pony Express has a degree of execution risk in achieving
volumes over minimum volume commitment (MVC) levels. At Pony
Express, counterparty credit volatility even in the 'B+'/'BB-'
range may potentially correlate, in Fitch's view, with
producer-customers not being able to keep future production level
to 1Q20 (a representative historic quarter).

The bankruptcy events of this year, when overlaid with reasonably
conservative assumptions about recovery of damages from contract
rejections, are consistent with Fitch's projection of 2021 leverage
of approximately 7.5x.

Take-or-Pay and Minimum Volume Commitments: Historically, TEP has
had low cash flow volatility. As mentioned above, ROCKIE has a
solid contract coverage profile, with its core west-bound service
contracts supplemented by moderately high contract coverage for the
east-bound service. Pony Express has minimum volume commitments for
a majority of expected throughput. A considerable amount of Pony
Express capacity is under contracts that provide for a volume
incentive rate structure, which historically has been a structure
that has attracted significant incremental volumes. These volumes
have been quite steady over time.

Parent Subsidiary Linkage: Per Fitch's relevant criteria, Holdco
and TEP exist in a strong subsidiary/weak parent relationship.
Legal ties are weak, as, among other things, TEP does not guarantee
the debt of Holdco. Operational ties are approximately weak. In
particular, there is no centralized treasury. TEP has its own
revolving credit facility, while Holdco at Sept. 30, 2020 has
unrestricted cash for an amount that is higher than needed to make
its next several quarterly debt service payment. Given the weak
ties, overall linkage is deemed to be weak. At this juncture in
applying the criteria, Fitch choses to have Holdco's and TEP's IDRs
be different, one from the other. The notching between the IDRs is
one notch, whereas before it was two notches. One notch is more
appropriate than two notches at the current time, given that Fitch
now understands there is some potential for ebbs and flows as to
what Holdco needs from TEP. As to ESG, TEP has a complicated
ownership structure above it, which is relevant to the TEP's credit
rating (registering an ESG relevance score of '4').

DERIVATION SUMMARY

The Key Rating Driver above, on Parent Subsidiary Linkage, serves
as the basis of the derivation analysis. The focus of peer analysis
is on companies which make for a good comparison with the Tallgrass
group's consolidated profile (a term in Parent Subsidiary Linkage
Criteria). Williams (BBB-/Stable) shares with the Tallgrass group
the core of the credit being two long-distance FERC regulated
pipes. Williams' FERC-regulated pipes are each stronger than either
of Tallgrass' two largest FERC regulated pipelines. This element of
superiority is balanced by Williams having a much larger gathering
and processing business than Tallgrass. G&P is a higher risk
business than FERC-regulated pipelines. Fitch expects Williams to
have 2021 total debt-to-EBITDA of approximately 4.6x. The two
families (Williams Companies, Inc. on the one side, and the
Tallgrass family on the other) are separated in ratings by a large
amount, and the reasons for the divergence are the leverage and
size of each family.

NuStar Energy (NuStar; BB-/Stable) has a FERC-regulated pipeline
that carries refined products. It is the minority of the business,
yet this pipeline is stronger than either of Tallgrass' two
pipelines. Fitch forecasts NuStar 2021 total debt-to-EBITDA of
approximately 5.6x-6.0x. This 2021 leverage profile is similar to
Fitch's forecast of leverage for TEP. However, the
proportional-for-ROCKIE Holdco leverage is expected to be
approximately 7.5x in 2021. Accordingly, the Tallgrass'
consolidated profile is deemed to be 'b+', and, off of this 'b+',
Holdco's IDR is 'B+' and TEP's is 'BB-'.

KEY ASSUMPTIONS

-- Fitch Price Deck of West Texas Intermediate for 2021 at
    $42/barrel, 2022 at $47, and long-term at $50; and Henry Hub
    2021 and out, $2.45/thousand cubic feet;

-- ROCKIE distributions and EBITDA consistent with Fitch's
    expectations for ROCKIE, which, in turn reflect more than one
    customer rejecting contracts in bankruptcy (this forecast has
    been realized with the Gulfport bankruptcy);

-- The non-ROCKIE part of TEP's business absorbs some shortfalls
    against Fitch previous expectations related to customer
    bankruptcies;

-- 2021 capex and investments in joint ventures falls to level
    significantly lower than the previous trough;

-- 2021 distributions from TEP to Holdco are, for each quarter,
    approximately equal to the distribution declared in August
    2020.

RATING SENSITIVITIES

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

-- Fitch would consider stabilizing the Outlook for TEP (and
    Holdco) if counterparty credit risk on MVC contracts and take
    or-pay contracts (including at ROCKIE) was deemed to be
    lessening, and with respect to Pony Express, that volumes were
    forecast to be sustainably at or above forecast levels, all in
    the context of leverage in-line with Fitch's expectation;

-- For TEP, if Holdco's proportionate consolidated total debt-to
    adjusted EBITDA is expected to be below 7.0x for a sustained
    period;

-- A positive rating action for Holdco.

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

-- For TEP, if Holdco's proportionate consolidated total debt-to
    adjusted EBITDA (measured at the Holdco level) is expected to
    be above 8.0x for a sustained period;

-- For both TEP and Holdco, a significant depletion of Holdco's
    consolidated liquidity, compared with its current liquidity
    position;

-- For both TEP and Holdco, a large customer with a long-term
    take or pay (ROCKIE) contract or MVC (Pony Express) contract
    has a financial condition that is consistent with a potential
    bankruptcy filing, and the current market for the TEP's
    transportation service indicates the potential for a contract
    rejection;

-- A negative rating action for Holdco.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: TEP has a $2.25 billion revolving credit
facility which had $813 million of borrowings outstanding as of
September 30, 2020, leaving approximately $1.44 billion in
availability. Fitch believes TEP's near-term maturity obligations
are manageable and liquidity is improving. Following the redemption
of the October 2023 senior unsecured notes from the proceeds of the
offered notes due 2030, debt maturities consists of senior
unsecured notes maturating in 2024, 2025, 2027, 2028 and the
offered notes. Near-term maturities are limited to the borrowings
under the revolving credit facility which matures in June 2022.

On July 26, 2018, TEP and certain of its subsidiaries entered into
an amendment to its existing revolving credit facility. The
amendment modified certain provisions of the credit agreement to,
among other things, increase the available amount of the TEP
revolving credit facility to $2.25 billion, reduce certain
applicable margins in the pricing grids used to determine the
interest rate and revolving credit commitment fees, modify the use
of proceeds to allow TEP to pay off the Tallgrass Equity, LLC
revolving credit facility, and increase the maximum total leverage
ratio to 5.5x. In addition to the 5.5x leverage covenant, the
revolver requires TEP to maintain a consolidated senior secured
leverage ratio of not more than 3.75x and a consolidated interest
coverage ratio of not less than 2.5x.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch typically adjusts midstream energy companies' EBITDA to
exclude equity in earnings of unconsolidated affiliates, but
include cash distributions from unconsolidated affiliates. For
additional perspective, Fitch evaluates TEP and Holdco relative to
its proportionate consolidation-based leverage, which includes pro
rata EBITDA and pro rata debt of levered joint ventures. For TEP
and Holdco, in addition to calculating its leverage metrics
inclusive of REX distributions as described above Fitch has also
proportionately consolidated ROCKIE in TEP and Holdco's leverage
calculations to include 75% of ROCKIE EBITDA and debt in TEP and
Holdco's metrics, amounts proportional to their ownership interest
in the pipeline. As to ROCKIE's EBITDA, Fitch adds to operating
income changes in the Contract Asset account. Lastly, Fitch reviews
Holdco's stand-alone leverage, but unlike in the last press release
for Holdco, Fitch no longer has stand-alone leverage in its
Sensitivities.

ESG CONSIDERATIONS

Tallgrass Energy Partners, LP has an ESG Relevance Score of '4' for
Group Structure and Financial Transparency due to the complexity of
the financing provisions for Holdco, which has a negative impact on
the credit profile, and is relevant to the rating[s] in conjunction
with other factors.

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


TALOS ENERGY: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B-' to Talos Energy Inc. (Talos) and Talos Production Inc.
Fitch also assigned a 'BB-'/'RR1' rating to the first-lien revolver
and a 'B'/'RR3' rating to Talos' senior second-lien notes. The
Rating Outlook is Stable.

Talos' ratings reflect its relatively small, higher margin, liquids
focused asset profile with 2020 exit production guidance of 71
thousand barrels of oil equivalent per day (mboepd) to 73mboepd
including 71% oil and the premium pricing to West Texas
Intermediate (WTI) per barrel (bbl) received for its offshore
liquids production.

The ratings also consider a neutral to slightly positive FCF
profile; relatively conservative balance sheet; manageable capital
program; attractive exploitation and exploration inventory; and the
potentially transformative offshore Zama field in Mexico, which
Fitch believes may provide potential growth prospects that could
enhance the company's valuation.

Talos has adequate liquidity through the reduction in revolver
borrowings from the second-lien note issuance and proceeds from the
recent stock offering, although the revolver matures in May 2022.
Talos faces significant environmental remediation costs, which are
high relative to U.S. onshore peers and require the need to post
surety bonds to guarantee the obligations and longer-term M&A
funding risks. Fitch believes management demonstrated an ability to
manage its decommissioning obligations efficiently.

The ratings also reflect the successful execution of the
second-lien notes issuance and associated debt refinance. This
eliminates the refinancing risks associated with the existing notes
due 2022 and the springing maturity date on the revolving credit
facility and materially reduces the liquidity risks associated with
above average revolver borrowings as the facility comes due in
2022. Fitch recognizes that debt capital market access challenges
for high-yield upstream oil and gas issuers are further heightened,
given the coronavirus pandemic and regulatory uncertainties.

KEY RATING DRIVERS

Offshore E&P: Talos' focus as a smaller competitor in the offshore
Gulf of Mexico results in an asset profile that is different from
the typical shale-driven onshore exploration and production (E&P)
issuer. Differences include relatively low asset acquisition costs,
which may potentially be offset by higher plugging and abandonment
(P&A) obligations; lower decline rates; and typically, higher
oil-priced realizations.

Challenges associated with the business model include execution
risk associated with new exploration projects, including
substantial capital requirements; longer spud to first oil times;
dry-hole potential; materially higher environmental remediation
costs; the need to post significant financial assurances to third
parties to guarantee remediation work; and the additional tail
risks from hurricane activity and potential oil spills.

Adequate Liquidity, Refinancing Risk: Fitch expects Talos to have
solid credit metrics for a 'B-' rating with a relatively
conservative leverage profile of 2.0x to 2.5x in the near term with
credit metrics further declining over time. The company had
outstanding borrowings of $650 million of its committed $985
million credit facility as of Sept. 30, 2020. Talos issued 8.25
million shares of its common stock on Dec. 9, 2020 for gross
proceeds of $73.4 million before fees and expenses. Proceeds are
expected to be used to reduce borrowings on the revolver.

After including LOC, Talos had effectively utilized 67% of its
credit facility commitment. Fitch notes the company historically
operated with FCF slightly negative to slightly positive but FCF,
under Fitch's base case scenarios, is not material to make a
significant reduction in revolver borrowings until WTI oil is
$50/bbl or above. Fitch believes refinancing risk is significant
given the upcoming May 2022 revolver maturity and the challenges of
single 'B' E&P issuers to access debt capital markets.

FCF Neutrality: Talos historically is able to operate close to FCF
neutral. The company had a slight deficit in 2019 due to expanding
it development program and in 2020 due to lower oil prices driven
by the pandemic. However, FCF is slightly positive historically and
Fitch expects the same over its forecast horizon as informed by its
price deck assumptions.

The 2020 increase in revolver borrowings was a result of an
acquisition. The low decline rate of its wells provides for
enhanced capital efficiency that somewhat offsets the effects
during a period of low oil prices and helps protect cash flow.
Talos' hedging program also provides for FCF stability.

Balanced Operational Strategy: Talos' operational footprint and
strategy are strategically aligned, appropriately balancing the
cash flow profile and asset base development. The company's
normalized unit-economics, coupled with lower capital-intensive
projects, such as asset management, in-field drilling and
exploitation, result in a cash flow profile that supports
discretionary, exploratory capital, which may potentially transform
the longer-term asset base, in better commodity price environments.
However, Fitch believes, in lower pricing environments, management
will reduce exploratory and other discretionary spending to support
through-the-cycle neutral-to-positive FCF.

Fitch believes Talos' capital program is measured proportionately
to the company's inventory of development, exploitation and
exploration projects. The capital program should support low,
single-digit near-term production growth, on average, through the
forecast, while maintaining longer-term exploration upside.

Future asset base development is likely to be driven by the
company's five key infrastructure assets of Pampano, Ram Powell,
Amberjack, Phoenix Complex and Green Canyon along with third-party
owned Delta House. Available capacity at all of Talos' key assets
supports longer-term organic growth and likely drives future M&A
activity, while providing marginal upside from production handling
fees associated from third-party produced volumes to offset fixed
costs.

Substantial Decommissioning Costs: Due to the company's focus on
mature offshore assets and an active M&A strategy, Talos'
environmental remediation costs for P&A are elevated compared with
onshore peers. Asset retirement obligations (AROs), as of Sept. 30,
2020, including the 2020 acquisitions totaled $431 million.

Fitch expects P&A to range between $45 million to $65 million over
the next few years. Fitch believes there is potential for reduced
outlays to the degree it is able to extend the lives of fields
through recompletions and workovers and as the company continues to
work off legacy Stone abandonment requirements.

Hedge Program: Talos has a hedging philosophy, with a target of
hedging about 70% of production on a rolling 12-18-month basis. The
company's credit facility agreement limits hedged proved developed
producing (PDP) volumes to 65% during hurricane season and 90% the
rest of the year. The company's current hedge book indicates that
management started layering on additional hedges in recent months
given prices in the $30/bbl-$45/bbl range. The company has minimal
'legacy' hedges of 5mboepd in the $50/bbl-$60/bbl range for the
remainder of 2020. Consistent hedging, over the longer-term, should
be positive to the credit profile as it supports development
funding and reduces cash flow risk.

Zama Provides Long-Term Potential: Talos' offshore Mexico acreage
includes the Zama discovery in Block 7. The company drilled four
total wells, including three appraisal wells completed in 2019.
Well results were generally better than expected. Talos has a 35%
working interest in the reservoir, which Netherland Sewell &
Associates estimates has 670 million barrels of oil equivalent to
(mmboe) to 1,010 mmboe of recoverable resource and approximately
94% oil.

Progress toward a final investment decision (FID) was delayed by a
dispute with Mexican state oil company Petroleos Mexicanos (PEMEX;
BB-/Stable) over operating rights based on claims that both Talos
and PEMEX hold the majority of the Zama deposit. Fitch believes
first oil can be achieved in 30-36-months following FID, which is
targeted for 2H21.

Once online, the project should add meaningful daily production,
substantial positive FCF and improve scale-linked unit economics
adding financial and operational flexibility. Fitch believes the
project could further accelerate inorganic and organic growth
opportunities, however, capital to fund the project remains a
concern.

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

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

DERIVATION SUMMARY

Talos' positioning against the Fitch-rated offshore, independent
E&P sector is mixed. Its production size, management guided a 2020
exit rate of 72mboepd (71% oil), is smaller than Murphy Oil
Corporation (BB+/Negative) at 180mboepd or 67 % liquids.

Talos' production size is smaller than similarly rated, onshore
operators, such as SM Energy Company (SM; CCC+) at 123mboepd or 61%
liquids and Baytex (B/Negative) at 80mboepd or 82% liquids, and in
line with MEG Energy Corp. (MEG; B/Stable) at 76mboepd or 100%
liquids.

Talos' pro forma adjusted debt/EBITDA of 2.2x is better than peers,
including SM at 2.4x, Baytex at 3.2x and MEG at 4.6x. Both Baytex
and MEG have better liquidity profiles with lesser amounts
outstanding on their credit facilities and longer-dated
maturities.

The company's offshore footprint exposes it to significantly higher
remediation, or P&A costs, than onshore shale-based single 'B'
peers. Operational risks are also higher, given potentially adverse
effects of any oil spills or hurricane activity on a company of
Talos' size.

KEY ASSUMPTIONS

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

-- WTI oil prices of $38/bbl in 2020, $42/bbl in 2021, $47/bbl in
    2022 and $50/bbl in the long-term.

-- Henry Hub natural gas prices of $2.10 per thousand cubic feet
    (mcf) in 2020 and $2.45/mcf thereafter.

-- Premium differentials to WTI through the forecast.

-- Production growth of 6% in 2020 and +20% in 2021 from
    production of new developments and acquisitions.

-- Capex including P&A of $400 million 2020, $325 million in 2021
    and $390 million in 2022.

-- FCF allocated toward paydown of revolver.

-- Successful execution of the second-lien notes transaction.

RATING SENSITIVITIES

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

-- Extension of the revolving credit maturity.

-- Consistent generation of material FCF with a majority of
    proceeds to reduce outstanding borrowings on the revolver.

-- Increased size and scale evidenced by production trending
    above 75mboepd-100mboepd.

-- Demonstrated ability to manage P&A obligations and reduced
    AROs per flowing barrel or proved reserves.

-- Mid-cycle debt/EBITDA sustained below 2.5x and FFO adjusted
    leverage below 3.0x.

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

-- Unsuccessful execution of the second-lien transaction.

-- Loss of operational momentum evidenced by production trending
    below 45mboepd.

-- Implementation of a more aggressive growth strategy operating
    outside of FCF.

-- Inability to manage P&A obligations.

-- Mid-cycle debt/EBITDA above 3.5x on a sustained basis and FFO
    adjusted leverage above 4.0x.

-- Unfavorable regulatory changes, such as increased bonding
    requirements, or accelerated P&A spending.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity, Clear Maturities: The second-lien notes
issuance extends the next bond maturity to 2025, while reducing
borrowings under the credit facility. The reserve-based loan (RBL)
matures in May 2022 and Fitch believes Talos' strong asset coverage
should allow for an extension. However, there is a risk of bank
commitment reductions as some lenders are reducing exposure to the
energy sector.

Availability under the RBL will be approximately 50% on the
company's $985 billion borrowing base, which Fitch believes
provides substantial financial and operational flexibility
through-the-cycle and should support continued asset development,
contingent on commodity price movements. Downward borrowing base
redeterminations and/or weaker than expected FCF will negatively
impact liquidity and may support negative rating actions.

ESG CONSIDERATIONS

Talos Production Inc.: Exposure to Environmental Impacts: 4.

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


TALOS PRODUCTION: Moody's Assigns B2 CFR & Rates $400MM Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Talos Production
Inc., including a B2 Corporate Family Rating, B2-PD Probability of
Default Rating, B3 rating to its proposed $400 million second lien
secured notes due 2026 and SGL-3 Speculative Grade Liquidity
rating. The rating outlook is stable.

Net proceeds from the second lien notes offering will be primarily
used to repay Talos' existing second lien notes. Any remaining
proceeds are intended to be used for general corporate purposes,
including to repay a portion of its revolver borrowings. Ratings
are subject to Moody's review of final documentation and the
execution of the transaction as proposed.

"The proposed second lien notes issuance should improve Talos'
financial flexibility while repaying existing debt and extending
debt maturities," commented Amol Joshi, Moody's Vice President and
Senior Credit Officer.

Talos Production Inc. is a wholly-owned subsidiary of
publicly-traded Talos Energy Inc. The B2 CFR is assigned at Talos
Production Inc., which is the borrower under its bank facility and
the issuer of the second lien notes.

Assignments:

Issuer: Talos Production Inc.

Senior Secured Regular Bond/Debenture, Assigned B3 (LGD5)

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Corporate Family Rating, Assigned B2

Outlook Actions:

Issuer: Talos Production Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Talos' B2 CFR reflects its moderate scale, asset concentration and
challenges of operating in the Gulf of Mexico, especially
deepwater. Operating in the GoM involves risks of relatively short
reserve lives and meaningful plugging and abandonment costs. The
rating is supported by Talos' active hedging program, exposure to
premium crude pricing, relatively low risk behind-pipe drilling and
recompletion opportunities, and an experienced management team that
has a multi-year track record of managing operations in the GoM.
The company is acquisitive and faces the prospect of additional
spending to explore and develop its assets offshore Mexico,
including developing its oil & gas discovery in the Zama Field.
Talos' leverage metrics are solid, but those metrics going forward
will depend on how the company funds its future spending and
acquisitions.

Talos' proposed second lien notes are rated B3, one notch below the
B2 CFR, despite the priority claim of its large revolver in the
capital structure. The B3 rating for the proposed second lien notes
is more appropriate than the rating suggested by Moody's Loss Given
Default for Speculative-Grade Companies Methodology because of our
expectation that the relative proportion of second lien debt will
increase over time as well as the strong asset coverage provided by
Talos' proved developed reserves.

Talos' SGL-3 rating reflects its adequate liquidity through 2021.
Talos had $32 million in cash at September 30. The company's
revolver has a $985 million borrowing base and matures in May 2022,
with $650 million drawn and $13.6 million in letters of credit
issued under the revolver at September 30. In early December, Talos
raised roughly $70 million through an equity offering supporting
its liquidity. Talos' financial covenants include debt to EBITDAX
of less than 3x and a current ratio greater than 1x, and Talos
should be in compliance with these covenants through 2021. Pro
forma for the second lien issuance and repayment of the existing
second lien notes, Talos has no material near-term maturities until
May 2022 when its revolver matures.

The stable outlook reflects Moody's expectation that Talos will
generate free cash flow in 2021 and maintain moderate leverage
metrics.

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

The ratings could be upgraded if Talos diversifies and grows
production and cash flow in a stable to improving industry
environment, the company generates consistent free cash flow, its
retained cash flow to debt ratio is above 40%, leveraged full cycle
ratio comfortably exceeds 1x providing sufficient returns on
projects while maintaining adequate liquidity.

Moody's could consider a downgrade if production falls below 50
thousand barrels of oil equivalent per day, RCF/debt ratio falls
below 25%, liquidity deteriorates, leverages increases materially
due to capital spending or acquisitions, or the company's capital
productivity declines significantly.

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

Talos Production Inc., a wholly-owned subsidiary of publicly-traded
Talos Energy Inc., is an exploration & production company whose
assets are primarily located on the continental shelf and deepwater
areas in the US Gulf of Mexico.


TANK HOLDING: Moody's Alters Outlook on B3 CFR to Negative
----------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Tank
Holding Corp. to negative from stable. At the same time, Moody's
affirmed the company's B3 corporate family rating and B3-PD
probability of default rating, along with the B2 senior secured
first lien rating on the company's first lien credit facilities.
Moody's has also assigned a B2 senior secured first lien bank
credit facility rating to the incremental $240 million of first
lien debt.

Tank is financing $240 million of first lien debt and $30 million
of second lien debt to fund a dividend to the sponsor, to fund
acquisitions and pay fees and other related costs.

"The negative outlook reflects the significant increase in debt,
subsequently increasing adjusted debt-to-EBITDA on pro forma basis
to 7.3x from 5.6x as of October 2020", says Shirley Singh, Moody's
lead analyst for Tank Holding. "While the earnings growth could
reduce leverage to below 7.0x over the next 12-18 months, the
negative outlook encapsulates the risk that uncertain market
conditions particularly in Tank's non-water markets such as
industrial and material handling sector and additional debt-funded
acquisitions will hinder the pace of deleveraging", added Singh.
Nonetheless, the company maintains good liquidity with ample free
cash flow and cushion within its covenants.

The following rating actions were taken:

Assignments:

Issuer: Tank Holding Corp.

Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)

Affirmations:

Issuer: Tank Holding Corp.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)

Outlook Actions:

Issuer: Tank Holding Corp.

Outlook, Changed To Negative From Stable

RATING RATIONALE

Tank's B3 CFR broadly reflects the company's high financial risk
evidenced by its relatively modest scale, leverage in excess of
7.0x and exposure to highly cyclical end-markets. The company's
large agricultural exposure leaves it susceptible to seasonal
fluctuations and farmers' spending levels. The company is also
exposed to end markets impacted by oil and gas commodity prices,
weather trends, housing starts, and demand for industrial storage
and transportation of materials. Even so, the company's high
profitability margins and low capital investment needs have enabled
it to consistently generate free cash flow in the low-to-mid
single-digit percent range of total gross debt. The rating also
benefits from Tank's solid market position and nationwide presence.
Governance risk is elevated, evidenced by the company's highly
leveraged balance sheet, history of debt-financed acquisitions and
shareholder dividends under its private equity ownership.

The B2 rating on the first lien credit facilities reflects the
facilities' first lien priority on the company's assets relative to
$180 million second lien term loan.

FACTORS THAT COULD LEAD TO A RATINGS UPGRADE OR DOWNGRADE

Ratings could be downgraded if adjusted debt-to-EBITDA is sustained
above 7.0x, EBITA-to-interest expense falls below 1.0x and/or
liquidity deteriorates, including if free cash flow turns
negative.

Ratings could be upgraded if the adjusted debt-to-EBITDA is
sustained below 5.5x and free cash flow-to-debt is maintained in
the high single-digit percentage range.

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

Tank Holding Corp. and its wholly owned subsidiaries -- Snyder
Industries, LLC. and Norwesco, LLC. -- are engaged in manufacturing
and distribution of rotationally molded polyethylene and steel
tanks, containers, bins, carts and pallets for agricultural, water,
industrial, food and beverage, hospitality and on-site water
treatment applications, among other uses. Tank primarily operates
in the US and Canada. The company is owned by financial sponsor
Olympus Partners.


TIOGA ISD: Moody's Gives Initial Ba3 Rating to $3.4MM GOULT Bonds
-----------------------------------------------------------------
Moody's Investors Service has assigned initial Ba3 underlying
rating to Tioga Independent School District, TX's $3.4 million
Unlimited Tax Refunding Bonds, Series 2021. Moody's has also
assigned a negative outlook. Concurrently, Moody's has assigned a
Aaa enhanced rating to the Series 2021 bonds based on the guarantee
of the Texas Permanent School Fund.

RATINGS RATIONALE

The Ba3 underlying rating reflects the district's very high debt
burden and weak financial position with minimal liquidity that has
resulted in cashflow borrowing for the past two years. The direct
debt burden equates to a substantial 28% of assessed value, but
most of the burden consists of lease revenue bonds that negatively
reduce the financial flexibility of the general fund. In addition,
the district has large capital needs that need to be addressed in
the near-term, which could increase long term liabilities. The
rating also incorporates the small but growing rural tax base,
average resident income levels, rapidly growing enrollment, and
manageable pension and other post-employment benefit liabilities.
The rating also considers our assessment of governance as a key
rating driver. The district does not maintain formal or informal
financial or debt policies, and budgeting of state aid - the
largest revenue source - has been overly optimistic over the past
few years resulting in significant negative budget to actual
variances.

The Aaa enhanced rating is based on the rating of the Texas
Permanent School Fund and the structure and legal protections of
the transaction which provide for timely payment by the PSF if
necessary. Moody's currently rates the Texas Permanent School Fund
Aaa with a stable outlook.

RATING OUTLOOK

The negative outlook reflects the challenges the district will face
regarding the significant escalation of lease revenue debt service
paid out of the general fund while trying to materially improve
financial performance and reserves. Expenditures will continue to
increase because of growing enrollment, and the state aid
environment is uncertain for the next biennium (fiscal 2022 and
2023) given the economic slowdown caused by the pandemic. Further,
the district will need to address capacity issues at the
elementary/middle school by issuing debt. An increase in debt
service would put further financial pressure on the financial
position, especially if paid out of the general fund.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

Return to surplus operations that results in significant
improvement in fund balance and liquidity

Material decline in the debt burden as a percentage of tax base
size and operating revenues

Not applicable (enhanced)

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

Declines in assessed valuation

Unbalanced operations that lead to a further decline in fund
balance and/or continued reliance on cash flow borrowing

Increase in the debt burden as a percentage of tax base size and
operating revenues

Rating downgrade of the Texas Permanent School Fund (enhanced)

LEGAL SECURITY

The Series 2021 bonds are secured by an annual ad valorem tax
levied, without legal limit as to rate or amount, against all
taxable property located within the district. The bonds are further
secured by the Texas Permanent School Fund's commitment to pay debt
service if necessary.

USE OF PROCEEDS

Bond proceeds will refund a portion of the district's outstanding
Series 2011 and Series 2013 GOULT bonds for net present value
savings and no extension of final maturity.

PROFILE

Tioga ISD is in Grayson County (Aa2) about 60 miles north of the
City of Dallas (A1 stable). Current enrollment is approximately 750
and facilities consist of one elementary/middle school and one high
school.

METHODOLOGY

The principal methodology used in the underlying rating was US
Local Government General Obligation Debt published in July 2020.


TRINSEO SA: Moody's Alters Outlook to Negative Amid Arkema Deal
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Trinseo S.A.
(Corporate Family Rating at Ba3) and its subsidiary, Trinseo
Materials Operating S.C.A., subsequent to the announcement that the
company has agreed to acquire the PMMA business of Arkema for
roughly $1.4 billion. The transaction will be financed with up to
$250 million of cash and up to $1.2 billion of new debt to be
issued by Trinseo; the acquisition is expected to close in
mid-2021. Moody's also maintained its Speculative Grade Liquidity
Rating at SGL-1. However, the outlook was changed to negative from
stable.

"The PMMA acquisition will significantly expand Trinseo's
EngineeredMaterials business and increase margins, but the company
is paying a full multiple for this business during a pandemic
induced downturn and financing the majority of the purchase price
with debt," stated John Rogers, Senior Vice President at Moody's
and lead analyst on Trinseo.

Ratings affirmed:

Trinseo S.A.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Trinseo Materials Operating S.C.A.

Guaranteed senior secured revolver and term loan to Ba2 (LGD3)

Guaranteed senior unsecured notes to B2 (LGD5)

Outlook

Trinseo S.A. to negative from stable

Trinseo Materials Operating S.C.A. to negative from stable

RATINGS RATIONALE

The affirmation of Trinseo's Ba3 Corporate Family Rating (CFR)
reflects its size in terms of revenue and assets, significant and
sustainable market positions in each of its segments, relatively
stable profitability in specialty businesses and an experienced
management team with a track record of conservative financial
management.

The move to a negative outlook reflects uncertainty over the
timeframe for a sustained recovery in the PMMA business, the impact
of increasing global capacity in styrene and a roughly doubling of
balance sheet debt due to the transaction. The ultimate impact of
the coronavirus on key downstream markets for Trinseo's and the
PMMA business' products is not certain and may not recover as
quickly as currently anticipated, adding to the risk normally
associated with a large acquisition that utilizes different
technologies and services new market niches.

Management is taking significant actions to limit the negative
impact from a credit standpoint by slashing the dividend, halting
share repurchases and focusing on free cash flow generation to
accelerate debt reduction after the acquisition. Trinseo also
expects to generate $50 million of cost synergies over three years
and an additional $25 million in synergies from converting the
business to Trineso's ERP system. Trinseo's management expects to
reduce unadjusted net leverage back to the mid-2x range by 2023.

Trinseo is acquiring the polymethyl methacrylates and activated
methyl methacrylates businesses from Arkema. PMMA is a transparent
plastic used in a wide range of applications, including many that
overlap with Trinseo's existing Performance Plastics business (will
become part of the Engineered Material segment). The business is
vertically back integrated into the monomer MMA, via a production
facility in Europe and a long term cost-based contract in the US.
While PMMA is normally associated acrylic sheet products, Arkema's
PMMA business generates the majority of its profitability from the
sale of compounded resins used in higher-value applications in
auto, lighting, medical and electronics markets. The Arkema
business suffers from relatively low growth in the US and Europe.
Trinseo expects to generate faster growth by expanding sales into
Asia.

Trinseo's Speculative Grade Liquidity rating of SGL-1 reflects
excellent liquidity primarily supported by a cash balance, of
roughly $300 million subsequent to the acquisition and the
expectation that free cash flow will remain positive despite the
slow recovery in demand in Europe. Additionally, the company has
access to a $375 million revolver maturing in 2022 with $360
million of availability due to $15 million in letters of credit,
and a $150 million A/R securitization that had no outstanding
borrowings but was limited by collateral to roughly $127 million.
The company has a springing covenant in its revolver which requires
the company to maintain a pro forma first lien net leverage ratio
of less than 2.0x, if greater than 30% is drawn. The company will
likely have no difficulty in meeting this covenant over the next
12-18 months, assuming that the additional debt it issues to fund
the acquisition is unsecured.

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

An upgrade to the rating is highly unlike over the next 2-3 years
due to the additional debt incurred to fund the acquisition of the
PMMA business. However, the CFR could be upgraded if Trinseo's
businesses excluding Polystyrene and Feedstocks consistently
generates EBITDA of over $450 million, balance sheet debt falls to
roughly $1.5 billion and free cash flow remains above $150 million.
This would also imply that leverage during the next downturn would
not rise above 4x. The rating could be downgraded if leverage
remains above 4.5x in 2023 or if the company fails to generate free
cash flow on a sustained basis.

ESG CONSIDERATIONS

Environmental, social and governance factors are important
considerations in Trinseo's credit quality. The company is exposed
to environmental and social risks typical for a large, diversified
chemical company. The company has below average exposure to
environmental liabilities as they have an indemnification from Dow
(Baa2 stable) on all liabilities prior to the carve-out from Dow in
2010. However, Trinseo does have exposure to stryene, which is
"reasonably anticipated to be a human carcinogen" by the US
regulatory authorities. Given the size of the company's styrene
operations this is a modest credit negative and increases
environmental and social risk.

Moody's noted that many chemicals have received the same
designation or a more severe designation - known to be a human
carcinogen - with minimal impact on the chemical's use in
industrial applications. The concern for styrene, and most other
industrial chemicals, is that consumer behavior can be influenced
by partisan public relations campaigns and non-scientific studies.
In Moody's view, the largest end-use that could be at risk given
this designation would be for polystyrene used in food contact
applications - food packaging and disposable cups and cutlery.
However, this is a small portion of Trinseo's polystyrene business
(about 10%).

Recycling of plastics is a rising social risk causing many
packaging and consumer productions companies to reassess their
package designs and materials. Moody's believes that certian
plastics like polystyrene and PVC may be deselected in these
applications over time in order to increase the quality of recycled
plastics. While polystyrene is easy to recycle on its own, it can
significantly degrade the performance of recycled plastic when
comingled with polyethylene and polypropylene.

Trinseo's governance-related risks are lower than average as it has
an independent board of directors, detailed reporting requirements,
management's a track record of support for a relative conservative
amount of balance sheet debt (1-2x leverage at the peak of the
cycle).

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

Trinseo S.A. is the world's largest producer of styrene butadiene
latex, the largest European producer of SSBR rubber (solution
styrene butadiene rubber), the third largest global producer of
polystyrene and a sizable producer of engineered polymer blends.
Trinseo typically has revenues of $3-4 billion depending on
petrochemical feedstock prices, 24 manufacturing sites around the
world, and over 2,700 employees.


TTM TECHNOLOGIES: Moody's Hikes CFR to Ba2 on $400M Loan Prepayment
-------------------------------------------------------------------
Moody's Investors Service upgraded TTM Technologies, Inc.'s
Corporate Family Rating to Ba2 from B1. The Probability of Default
Rating was upgraded to Ba2-PD from B1-PD. The senior secured term
loan rating was upgraded to Ba1 from Ba3, and the senior unsecured
notes were upgraded to Ba3 from B2. The Speculative Grade Liquidity
rating remains SGL-1. The rating outlook remains stable. The action
follows TTM's prepayment of $400 million of the term loan in the
third quarter of 2020 and repayment of $250 million convertible
notes in December 2020 with asset sale proceeds and internally
generated funds.

"The divestiture of Mobility and exit of E-MS in 2020 have
increased the stability of TTM's business portfolio" said Peter
Krukovsky, Moody's Senior Analyst. "Profitability, free cash flow
and cash liquidity remain strong, and the company has completed its
deleveraging following the Anaren acquisition."

The following rating actions were taken:

Upgrades:

Issuer: TTM Technologies, Inc.

Probability of Default Rating, Upgraded to Ba2-PD from B1-PD

Corporate Family Rating, Upgraded to Ba2 from B1

Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD3) from
Ba3 (LGD3)

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD5)
from B2 (LGD5)

Outlook Actions:

Issuer: TTM Technologies, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

TTM's credit profile benefits from differentiated PCB and RF
product capabilities and market positions, and broad
diversification across end markets. These characteristics have
supported financial performance during the 2020 recession, with
both revenues and EBITDA growing slightly (pro forma for
divestitures) despite declines in some end markets. In 2020, TTM
divested its Mobility business unit for total proceeds of $652
million (including retained accounts receivable), and discontinued
its E-MS operations. These actions have resulted in a meaningful
mix shift toward markets with relatively high stability in which
TTM has differentiated positions, notably A&D which accounts for
36% of pro forma revenues. However, the company remains exposed to
cyclical end markets and to operating decisions of large OEM and
EMS customers. Profitability is solid with estimated pro forma 2020
EBITDA margin of 13%, and the business model is strongly cash flow
generative with estimated pro forma free cash flow of $115 million
in 2020.

TTM used Mobility proceeds to prepay $400 million of term loan and
used internally generated funds to repay the $250 million
convertible notes that matured in December 2020. As a result,
Moody's estimates pro forma total leverage to decline to 3.4x at
the end of 2020. Cash balances remain very strong at estimated $425
million at the end of 2020 after the repayment of convertible
notes, collection of Mobility receivables, payment of taxes on the
Mobility sale and the majority of E-MS restructuring costs. Net of
the cash balances, Moody's estimates net leverage at the end of
2020 at 1.7x. TTM targeted deleveraging to net leverage of less
than 2x following the acquisition of Anaren in 2018 and this target
has been achieved. TTM will continue to evaluate acquisitions and
has ample financial flexibility. If the company pursues a larger
debt-financed acquisition, Moody's expects it to direct free cash
flow toward debt repayment to promptly reduce leverage to the range
consistent with the ratings.

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

The stable outlook reflects Moody's expectation of modest revenue
growth in 2021 and Moody's adjusted total leverage remaining below
3.5x. The ratings could be upgraded if TTM increases its business
scale meaningfully and continues to diversify, generates consistent
revenue growth and expands EBITDA margins, and maintains Moody's
adjusted total leverage below 2.5x. The ratings could be downgraded
if TTM experiences a sustained revenue or margin decline, or if
Moody's adjusted total leverage is sustained above 4.0x and
liquidity meaningfully weakens.

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

With revenues of $2 billion in 2020 pro forma for divestitures, TTM
is a global leader in manufacturing of printed circuit boards and
radio frequency components across a broad suite of end market
applications.


TUESDAY MORNING: Court Confirms Reorganization Plan
---------------------------------------------------
Tuesday Morning and certain of its subsidiaries on Dec. 23, 2020,
announced that the U.S. Bankruptcy Court for the Northern District
of Texas has confirmed the Company's Plan of Reorganization .  As a
result, Tuesday Morning expects to successfully emerge from Chapter
11 protection by the end of December after it has satisfied the
conditions to the effectiveness of the Plan.

"We are pleased to have reached this critical milestone that sets
the stage for our emergence as a stronger, more streamlined
business," stated Steve Becker, Chief Executive Officer.
"Throughout our reorganization, we have continued to work to
deliver on our obligations to our stakeholders and partners.  I
want to thank our associates, customers, vendors, creditors, and
equity investors for their steadfast support during this period
which will allow us to operate our business going forward.  We look
forward to Tuesday Morning's future long-term success."

Upon emergence, Tuesday Morning expects to have sufficient
liquidity to support ongoing operations and strategic initiatives.
Under the terms of the Plan, the capital structure of the
reorganized company is expected to consist of a $110 million
asset-backed lending credit facility which will provide working
capital and $25 million in principal amount of a new senior
subordinated note.  Additionally, approximately $40 million in cash
proceeds from an upcoming backstopped rights offering will be
applied to pay creditors under the Plan.

The Dallas-based company currently operates 490 stores in 40
states.

Under the Plan, unsecured creditors are getting all their claims
repaid.  Nearly 100% of unsecured creditors voted in favor of the
Plan.  The unsecured creditors committee had opposed the Plan,
arguing that its constituents should get more than 0.16% interest
on their claims.

                 About Tuesday Morning Corp.

Tuesday Morning Corporation, together with its subsidiaries, is a
closeout retailer of upscale home furnishings, housewares, gifts,
and related items. It operates under the trade name "Tuesday
Morning" and is one of the original "off-price" retailers
specializing in providing unique home and lifestyle goods at
bargain values. Based in Dallas, Tuesday Morning operated 705
stores in 40 states as of Jan. 1, 2020. For more information, visit
http://www.tuesdaymorning.com/   

On May 27, 2020, Tuesday Morning and six affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday
Morning disclosed total assets of $92 million and total liabilities
of $88.35 million as of April 30, 2020.

The Hon. Harlin Dewayne Hale is the case judge.

The Debtors tapped Haynes and Boone, LLP as general bankruptcy
counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus &
Co., Inc. as investment banker; A&G Realty Partners, LLC as real
estate consultant; and Great American Group, LLC as liquidation
consultant. Epiq Corporate Restructuring, LLC, is the claims and
noticing agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 9, 2020.  The creditors committee is represented
by Munsch Hardt Kopf & Harr, P.C. Winstead PC, as Texas
co-counsel.

On Oct. 5, 2020, the Office of the U.S. Trustee appointed a
committee to represent equity security holders.  The equity
committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal
counsel, and PJ Solomon, L.P. and PJ Solomon Securities, LLC as its
financial advisor and investment banker.


ULTRA CLEAN: Moody's Retains B1 CFR Amid Ham-Let Acquisition
------------------------------------------------------------
Moody's Investors Service said Ultra Clean Holdings, Inc. announced
that it has entered into a definitive agreement to acquire Ham-Let
(Israel-Canada) Ltd., a public company listed on the Tel Aviv stock
exchange, for total transaction value of approximately $348 million
in cash. The transaction is expected to close in the first half of
2021 subject to customary closing conditions. Ultra Clean has
secured a debt financing commitment to fund the acquisition.
Concurrently with the acquisition, Ultra Clean has announced that
it is reviewing its overall capital structure to ensure the
maintenance of a strong balance sheet and financial flexibility.
Pending this review and a determination of the final capital
structure after the acquisition, the transaction has no immediate
effect on the company's Corporate Family Rating of B1, senior
secured bank credit facility rating of B1, or the stable outlook.

Ham-Let is a global leader in the development, manufacturing and
distribution of ultra-high Purity and industrial flow control
systems, including valves, fittings, hoses and connectors largely
used for the manufacturing of semiconductor devices. Ham-Let is
current a supplier to Ultra Clean which presents a vertical
integration opportunity. Ham-Let is also a supplier to Ultra
Clean's largest semiconductor capital equipment customers, and the
acquisition expands and deepens Ultra Clean's strategic customer
relationships. In addition, Ham-Let provides access to an
incremental group of customers in the semiconductor fab
infrastructure and sub-fab market. The transaction presents a
meaningful cost synergy opportunity relative to its size.


VOYAGER AVIATION: Fitch Cuts LT IDR to 'CCC', Off Rating Watch Neg.
-------------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDR) of Voyager Aviation Holdings, LLC and Voyager Finance Co.
(collectively, Voyager) to 'CCC' from 'BB-'. Fitch has also
downgraded Voyager's senior secured debt rating to 'B'/'RR1' from
'BB-' and senior unsecured debt rating to 'CC'/'RR6' from
'B+'/'RR5'. The Negative Rating Watch has been removed.

KEY RATING DRIVERS

The rating downgrade reflects elevated refinancing risk for the
company's $415 million senior unsecured bond coming due in August
2021, and that default is a real possibility absent refinancing.
Fitch does not believe that Voyager will have sufficient liquidity
to repay the unsecured bonds in full at the August 2021 due date
unless it issues new debt, however its funding access has been
severely affected by the wider challenges faced by the commercial
aviation sector. The company has not presented a viable refinance
plan as of December 2020, although it has engaged in multiple
strategic discussions.

Fitch anticipates Voyager will have sufficient liquidity to pay its
$19 million of coupon interest in February 2021, given $14 million
in unrestricted cash on the balance sheet at Sept. 30, 2020 and an
anticipated cash inflow coming from an agreement with
AirBridgeCargo Airlines to convert its operating lease on a 747-8F
aircraft into a finance lease. Fitch notes the company does not
have significant operational liquidity needs given the lack of
forward purchase commitments. In addition, contractual lease
revenues are sufficient to service secured debt and fund operating
expenses.

Voyager's ratings remain supported by long-term contractual lease
revenue; business model of owning and leasing predominantly young,
widebody aircraft; above average exposure to flagship carriers that
are more likely to receive sovereign support during the ongoing
downturn in the commercial aviation industry; and stable leverage.
Despite the ongoing pressures in the aviation industry, Voyager did
recently enter into a sale-leaseback transaction with Breeze
Airways, with deliveries commencing in 2022.

Rating constraints specific to Voyager include its limited
liquidity; secured funding profile; relatively short track record;
limited customer and geographic diversification; smaller and less
liquid fleet of widebody aircraft when compared with other aircraft
lessors focused on more broadly used/traded narrowbody aircraft;
and private equity ownership, which has resulted in elevated
balance sheet leverage and weaker corporate governance when
compared to public peers.

Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business; vulnerability
to exogenous shocks; potential exposure to residual value risk;
sensitivity to oil prices; reliance on wholesale funding sources;
and increased competition.

Despite the expected deployment of the coronavirus vaccine, Fitch
continues to expect a slow recovery for the aircraft leasing
sector. The spread of the coronavirus has resulted in a prolonged
worldwide grounding of the majority of commercial passenger
aircraft, leading to widespread rent deferral requests and numerous
airline bankruptcies, which will pressure earnings for the company
relative to historical levels.

At Sept. 30, 2020, Voyager's fleet consisted of 18 aircraft with an
average age of 5.6 years and an average remaining lease term of 6.6
years; largely unchanged since the beginning of the year. All of
the company's customers were current on their lease agreements at
3Q20, with the exception of Philippine Airline (PAL, Not Rated),
which announced its restructuring in November 2020. The exposure to
PAL, which is Voyager's second largest customer, is somewhat
mitigated by the nature of the company's secured funding
agreements. For example, Voyager does not grant payment deferrals
without participation and consent of the secured lender, which
would then typically agree to loan modifications to accommodate
updated cash flows from the customers. Given the secured funding
agreements, Voyager has delayed secured debt amortization payments
totaling $11.8 million related to aircraft on lease to PAL during
the first nine months of 2020.

Fitch estimates the three Boeing 777-300ERs leased to PAL represent
between 20% to 25% of Voyager's fleet on a net book value basis.
The outcome of PAL's restructuring remains uncertain as the airline
may choose to renegotiate and retain some or all aircraft, or
reject some or all leases. Fitch anticipates Voyager will record an
impairment charge related to the aircraft leased to PAL, and notes
the magnitude of the potential impairment charge with respect to
current technology passenger widebody aircraft is elevated, given a
longer and deeper pandemic-driven decline in international air
travel and a smaller user base than narrowbody aircraft. Fitch
estimates that a 25% write-down of the net book value of the three
aircraft leased to PAL would increase Voyager's leverage
(debt-to-tangible equity) to 4.9x from 3.8x as of Sept. 30, 2020,
and above Fitch's previous leverage downgrade trigger of 4.5x.
Voyager's leverage has been relatively consistent over the last two
years and was down from 4.7x at YE 2017 and 4.8x at YE 2016.

Since the onset of the pandemic, Voyager refinanced its April 2020
senior secured debt maturity by entering into another senior
secured agreement. The next senior secured debt tranche matures in
2022. The company expects all of its near term senior secured
obligations, including interest payments and debt amortization,
will be serviced by committed lease revenues.

The senior secured debt rating is three notches above Voyager's
IDR, reflecting strong recovery prospects for secured debtholders
under a stress scenario given the collateral backing the debt. The
senior unsecured debt rating is two notches below Voyager's IDR
given the subordination of these obligations, the lack of an
unencumbered asset pool, and below average recovery prospects under
a stress scenario.

The IDR and ratings on the senior unsecured notes issued by Voyager
Finance Co. are supported by the guarantee from Voyager and are
therefore equalized with the IDR and senior unsecured debt ratings
of Voyager, respectively.

RATING SENSITIVITIES

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

-- The successful refinancing of the August 2021 unsecured debt
    maturity would result in positive rating action. The magnitude

    of the upgrade would depend on the terms of the refinancing,
    the resolution of the PAL restructuring, the credit
    performance of the remainder of the portfolio and leverage
    being sustained at-or-below 6.75x.

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

-- Voyager's inability to refinance the senior unsecured notes by
    the end of 2Q21, the execution of a distressed debt exchange
    or an unexpected deterioration in the company's unrestricted
    liquidity position, which results in the non-payment of the
    February 2021 coupon payment, would lead to a negative rating
    action.

-- The ratings of the senior secured debt are primarily sensitive
    to changes in Voyager's IDR and secondarily to the relative
    recovery prospects of the instruments. The insolvency of
    Voyager's customers, followed by subsequent rejection of the
    leases may result in lower recovery prospects for the senior
    secured debt.

-- The ratings of the unsecured debt are primarily sensitive to
    changes in Voyager's IDR. A meaningful increase in the
    proportion of unsecured funding and the creation of an
    unencumbered asset pool, which results in a meaningful
    improvement in recovery prospects for unsecured creditors,
    could result in an upgrade of the unsecured debt rating.

BEST/WORST CASE RATING SCENARIO

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

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has adjusted its core leverage calculation by including
maintenance right assets and lease premiums in tangible equity.
This reflects Fitch's assessment that the balance sheet items
contain sufficient economic value to support creditors.

ESG CONSIDERATIONS

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


W. KENT GANSKE: Bid to Transfer Venue Denied
--------------------------------------------
Judge Stephen L. Crocker of the United States District Court for
the Western District of Wisconsin denied the motion filed by W.
Kent and Julie Ganske to transfer venue of a civil action initiated
by EuroChem North American Corp. to the United States Bankruptcy
Court in the Eastern District of Wisconsin.

EuroChem initiated a civil action on January 8, 2018, seeking
judgment against W. Kent and Julie Ganske for breaching their
personal guarantees to pay for debts owed by their wholly-owned
corporation, WS AG Center, Inc.  The action was stayed while
EuroChem and WSAG arbitrated their dispute over the underlying
debt, which led to an award in EuroChem's favor.  In orders entered
July 8, 2019, and August 7, 2019, respectively, the district court
confirmed the arbitration award and entered judgment against WSAG
in the amount of $16,119,482.41.

Meanwhile, on March 15, 2018, the Ganskes filed a counterclaim
alleging that their guarantees were void and unenforceable for
various reasons, including fraud.  At the same time, the Ganskes,
joined by WSAG, filed a third party complaint against EuroChem and
related entities and employees for unfair competition under the
Lanham Act, trade secret misappropriation, defamation, and other
state laws.  The court bifurcated the trials on the complaint and
the third-party complaint.

On December 30, 2019, the court rejected the Ganskes' claims that
their personal guarantees to pay WSAG's debt were void and
unenforceable because of fraud or lack of consideration, and found
that EuroChem was therefore entitled to judgment on its claim for
breach of guaranty in the amount of $16,119,482.41, plus interest.
However, the court declined to direct entry of final judgment
pending the outcome of the third-party claims, which were to be
tried before a jury on February 24, 2020.

On February 18, W. Kent and Julie Ganske informed the court that
they had filed a Chapter 11 bankruptcy petition in the United
States Bankruptcy Court for the Eastern District of Wisconsin.

On October 14, 2020, the bankruptcy court held that the bankruptcy
automatic stay does not apply to the Ganskes' third-party complaint
and that EuroChem could ask the district court to reschedule the
jury trial.  EuroChem did so on October 19, 2020.  On November 20,
the Ganskes filed a motion to transfer venue of this case to the
Eastern District of Wisconsin so that the remaining third party
claims can be heard in the bankruptcy court in conjunction with the
Ganskes' pending Chapter 11 case.

The Ganskes sought transfer pursuant to 28 U.S.C. Section 1412, or
in the alternative, 28 U.S.C. Section 1404(a).  Both statutes
authorize a transfer to another district "for the convenience of
the parties" or "in the interests of justice."  However, Section
1412 applies only to a "case or proceeding under title 11," while
Section 1404 applies generally to any civil action.  The primary
difference between the two statutes is that a transfer under
Section 1404 may only be made to a district where the action could
have been brought, whereas Section 1412 has no such restriction.

The Ganskes conceded that they resided in Dane County when the
action was filed.  WSAG also was domiciled in the Western District
of Wisconsin in January 2018.  The Ganskes, however, insisted that
venue in the Eastern District would have been appropriate because a
substantial part of the events or omissions giving rise to the
claim occurred there.

Judge Crocker disagreed.  "As EuroChem points out, the cause of
action in EuroChem's initial complaint was breach of the Ganskes'
personal guarantees.  The guarantees were executed in Dane County
where the Ganskes resided.  The obligation to be performed under
the guaranty — payment to EuroChem — was to be performed in
Florida where EuroChem is headquartered. The obligor on the
underlying debt was WSAG, which was headquartered in the Western
District at the time it entered into the purchase orders that gave
rise to the debt.  Finally, the product that WSAG purchased from
EuroChem was delivered to various barge terminals, none of which
was located in the Eastern District of Wisconsin," said the judge.
Finding that none of the specific events or omissions that led to
EuroChem's suit against the Ganskes for failing to honor a personal
guaranty occurred in the Eastern District, Judge Crocker concluded
that Section 1404 is off the table.

Judge Crocker also held that because the Ganskes' third-party
complaint undisputably is not a case or proceeding "under" the
bankruptcy code, it also cannot be transferred to the Eastern
District pursuant to 28 U.S.C. Section 1412.

Lastly, Judge Crocker stated that even assuming, arguendo, that
transfer was available under either statute, he would still deny
the motion because the Ganske's have failed to make a persuasive
case that it is in the interest of justice to do so.

The case is EUROCHEM NORTH AMERICA CORP. f/k/a/EuroChem Trading USA
Corporation, Plaintiff, v. W. KENT GANSKE, individually and d/b/a
and sole proprietor of AG CONSULTANTS, and JULIE L. GANSKE,
Defendants. W. KENT GANSKE, individually and d/b/a AG CONSULTANTS,
and JULIE GANSKE, Counter-Plaintiffs and Third-Party Plaintiffs,
and WS AG CENTER, INC., Third-Party Plaintiffs, v. EUROCHEM NORTH
AMERICA CORP, f/k/a/Eurochem Trading USA Corporation, Plaintiff and
Counter-Defendant, and SCOTT SIMON, IVAN BOASHERLIEV, and EUROCHEM
NORTH AMERICA CORP., successor by merger to Ben-Trei Fertilizer
Company and successor by merger to Ben-Trei, Ltd., Third-Party
Defendants, No. 18-cv-16-slc (W.D. Wis.).

A full-text copy of Judge Crocker's opinion and order dated
December 18, 2020 is available at https://tinyurl.com/ybrbzspw from
Leagle.com.

     About W. Kent Ganske and Julie L. Ganske

W. Kent Ganske and Julie L. Ganske sought Chapter 11 protection
(Bankr. E.D. Wisc. Case No. 20-21042) on Feb. 11, 2020.


WATERS RETAIL: Court Confirms Liquidation Plan
----------------------------------------------
Judge Stacey H.C. George of the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division has approved the
First Amended Disclosure Statement and confirmed the First Amended
Plan of Liquidation of Waters Retail TPA, LLC.

On September 23, 2020, MQ Pretty Pond, LLC and MQ Coco Plum, LLC
filed their Notice of Filing of Liquidating Trust Agreement which
attached a draft version of the Liquidating Trust Agreement along
with the curriculum vitae for the proposed Liquidating Trustee.  On
October 9, 2020, the Pretty Pond and Coco Plum filed their Notice
of Filing Revised Liquidating Trust Agreements which attached the
Pretty Pond Liquidating Trust Agreement and the Consolidated
Liquidating Trust Agreement, incorporating the Court's comments
from the Pretty Pond and Coco Plum confirmation hearing.

On the Effective Date of the Coco Plum Plan, the Consolidated
Liquidating Trustee was appointed for the Consolidated Liquidating
Trust.  On the Effective Date of the Plan of Liquidation, Waters
Retail Claims and assets will go into this already formed
Consolidated Liquidating Trust.  Allison Byman was designated as
the Consolidated Liquidating Trustee as of the Effective Date.

Waters Retail filed its Disclosure Statement on November 12, 2020,
which put parties on notice that it would seek authority in
connection with confirmation of the plan to sell substantially all
of its assets to a third party.

The Disclosure Statement included a copy of the Waters Retail and
WMG Development, LLC, Purchase and Sale Agreement as well as
certain bidding requirements for parties interested in submitting a
competing bid to purchase the Waters Retail Property.  The Waters
Retail Property refers to real property situated in the County of
Hillsborough, State of Florida as well as any other personal
property, other property rights and all other propety as defined
and described in the Waters Retail PSA and/or Bid Procedures
Motion.

The Disclosure Statement provided that the Waters Retail Property
would be sold to WMG pursuant to the Waters Retail PSA unless the
debtor received a signed PSA on the same or better terms as the
Waters Retail PSA, including a purchase price of no less than
$3,880,000.00, by the Waters Bid Deadline.

On November 24, 2020 the Court entered an order conditionally
approving the Disclosure Statement in accordance with Section
105(d)(2)(vi) of the Bankruptcy Code, and establishing deadlines
for the solicitation of votes for the confirmation of the Plan.

The Plan implements the sale of the Waters Retail Property to the
Waters Retail Buyer.  The receipt of the Waters Retail Proceeds
shall fund the Plan payments for the case.

Except as otherwise provided in the Waters Retail PSA and the
Confirmation Order, upon the Closing, the Waters Retail Property as
set forth in the Waters Retail PSA shall vest in Waters Retail
Buyer free and clear of all liens, claims, encumbrances, and
interests claimed or held by any other party.

As set forth in the record at the confirmation hearing, and by
certification of Seth Sloan, the balloting agent, each class of
claims and interests has accepted the Plan.  The Plan has also been
accepted by creditors that hold at least two-thirds in amount and
more than one-half in number of the allowed claims and interests
that have voted to accept or reject the Plan.  Voting on the Plan
and treatment thereunder are reflected on the Declaration of Seth
Sloan Regarding the Tabulation of Ballots Rejecting the Debtor's
Chapter 11 Plan of Liquidation filed by the debtor on December 15,
2020.

In addition to Administrative Expense Claims and Priority Tax
Claims, which need not be classified, the Plan designates five (5)
Classes of Claims (Classes 1.1, 2.1, 2.2, 2.3, and 3).

Article 3 of the Plan specifies each particular Class of Claims or
Interest that is not impaired under the Plan.  Article 5 of the
Plan specifies the treatment of the impaired Classes of Claims.
Article 5 of the Plan also specifies the treatment of Equity
Interest Holders who shall only receive distributions under the
Plan to the extent that all senior claims have been paid in full.

Article 4 of the Plan provides that each holder of an Allowed
Administrative Expense Claim shall be paid the total amount of such
holder's Allowed Administrative Expense Claim as soon as reasonably
practicable after the later of:

     (a) the Effective Date,
     (b) payment in full of the DIP Administrative Claim,
     (c) the allowance of such Administrative Expense Claim, and
     (d) such other date agreed upon in writing by the Debtor or
the Liquidating Debtor and the holder of such Allowed
Administrative Expense Claim.

Notwithstanding the forgoing, Allowed Professional Claims shall be
paid pursuant to Article 4 of the Plan.

Article 4 also provides that each holder of an Allowed Priority Tax
Claim shall receive all Distributions under the Plan after the
payment of the DIP Administrative Claim until such time as Allowed
Priority Tax Claims are paid in full.

No holder of an Allowed Administrative Expense Claim, Priority Tax
Claim, or Priority Non-Tax Claim has objected to this treatment
under the Plan and if they have, such objections have been
withdrawn.

Waters Retail offered the testimony of Russell Perry, the
"Independent Director," stating that the Plan complies with all
applicable provisions of the Bankruptcy Code.

The case is In re: WATERS RETAIL TPA, LLC et al., Debtors, Case No.
20-30644-sgh-11 Jointly Administered (Bankr. N.D. Tex.).

A full-text copy of Judge George's findings of fact, conclusions of
law and order dated December 16, 2020 confirming the plan of
liquidation is available at https://tinyurl.com/ybsxtju3 from
Leagle.com.

Debtors are represented by:

          Vickie L. Driver
          Christina W. Stephenson
          Seth A. Sloan
          CROWE & DUNLEVY, P.C.
          2525 McKinnon St., Suite 425
          Dallas, TX 75201
          Tel: (214)420-2163
          Fax: (214)736-1762
          Email: vickie.driver@crowedunlevy.com
                 christina.stephenson@crowedunlevy.com
                 seth.sloan@crowedunlevy.com

                   About Waters Retail TPA

Waters Retail TPA, LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).  Waters Retail TPA, LLC,
filed its voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 20-30644) on Feb. 27, 2020.  In the
petition signed by Donald L. Silverman, manager, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities.  Vickie L. Driver, Esq. at CROWE & DUNLEVY, P.C.,
represents the Debtor.


WATKINS NURSERIES: Unsecured Creditors to Get Share of Income
-------------------------------------------------------------
Debtors Watkins Nurseries, Inc., Virginia's Resources Recycled,
LLC, and Watkins-Amelia, L.L.C., have proposed a Plan of
Reorganization.

Class 11 General Unsecured Claims will each receive its pro rata
share of the GUC Designation on each distribution date commencing
the next distribution date following payment in full of all Allowed
Priority Claims until the value of such allowed unsecured claims
have been paid in full, or the sixth Distribution Date.  The
Debtors will have the right to prepay any allowed claim in Class 11
without penalty.  The obligations of the Debtors with respect to
Claims in Class 11 will not be secured.

GUC Designation means annual net income for operations, less
reasonable overhead, reasonable operational costs, the Operational
Reserve, and Senior Plan Payments.

Holders of the Debtors' equity interest in WNI will be expunged.
Holders of the Reorganized Debtors' Equity Interest will be Senator
Watkins in the amount of 60% and Mr. Watkins in the amount of 40%.
In exchange for such Interests, the Success Commitment will be
tendered. No Interest Holder shall be entitled to receive any
distribution until all Holders of Allowed Claims have received all
payments to which they are entitled under the Plan.

Holders of the Debtors' equity interest in VRR shall be expunged as
VRR will merge into WNI.

Holders of the Debtors' equity interest in WNI will be expunged.
Holders of the Reorganized Debtors' Equity Interest will be Senator
Watkins in the amount of 60% and Mr. Watkins in the amount of 40%.
In exchange for such Interests, the Success Commitment will be
tendered. No Interest Holder shall be entitled to receive any
distribution until all Holders of Allowed Claims have received all
payments to which they are entitled under the Plan.  

In exchange for a 60% ownership interest in the Reorganized Debtors
to Senator Watkins and provided Mr. Watkins remains in control of
management of the Reorganized Debtors, payment on the Senator
Watkins DIP Claim shall be deferred for a period of six months from
the Effective Date and thereafter, provided the Reorganized Debtors
remain as going concerns and Mr. Watkins remains in control of
management of the Reorganized Debtors, the same shall be forgiven.


In exchange for a 40% ownership interest in the Reorganized Debtors
to Mr. Watkins and provided Mr. Watkins remains in control of
management of the Reorganized Debtors, payment on the RW Loan shall
be deferred for a period of six months from the Effective Date and
thereafter, provided the Reorganized Debtors remain as going
concerns and Mr. Watkins remains in control of management of the
Reorganized Debtors the same shall be forgiven.

On the Effective Date, all Estate property will revest in the
Reorganized Debtors, subject to the Liens expressly created or
preserved by this Plan, but otherwise free and clear of all other
liens, claims, interests, and encumbrances.  The assets of VRR
shall vest in the Reorganized Debtor of WNI, and WNI shall be
responsible for all payments of VRR required under this Plan.  The
Debtors may dissolve VRR as best appropriate under non-bankruptcy,
applicable law.

"Success Commitments" means (a) the agreement of Mr. Watkins to
work for the Reorganized Debtors for 90 days after the Effective
Date deferring all amounts and thereafter at no greater than the
Cap Salary (plus reimbursement of actual and necessary expenses)
until such time as all payments are made under this Plan, (b) the
agreement of Mr. Watkins to convert the RW Loan into a 40%
ownership in the Reorganized Debtors, and (c) the agreement of
Senator Watkins to convert the Senator Watkins DIP Claim into a 60%
ownership interest in the Reorganized Debtors.  

A full-text copy of the Plan of Reorganization dated Dec. 15, 2020,
is available at https://bit.ly/34Ih8m7 from PacerMonitor at no
charge.

Counsel for the Debtors:

          Lynn L. Tavenner
          Paula S. Beran
          Tavenner & Beran, PLC
          20 North Eighth Street, Second Floor
          Richmond, Virginia 23219
          Telephone: (804) 783-8300
          Telecopy: (804) 783-0178

                    About Watkins Nurseries

Watkins Nurseries, Inc. -- http://www.watkinsnurseries.com/-- is a
wholesale and retail tree nursery, plant center, and landscape
design firm established in 1876.  It specializes in field-grown
trees and shrubs that it produces on over 500 acres of farmland.

Virginias Resources Recycled, LLC -- http://www.vrrllc.com/-- is a
commercial and residential land clearing, grinding, grubbing and
logging company located in Central, Virginia.

Watkins-Amelia, LLC is engaged in activities related to real
estate.

Watkins Nurseries, Virginias Resources and Watkins-Amelia sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Lead Case No. 20-30890) on Feb. 19, 2020.  At the time of the
filing, each Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range.

Paula S. Beran, Esq., at Tavenner & Beran, PLC, is the Debtor's
legal counsel.


WEI SALES: Moody's Lowers CFR to B1 on Increasing Credit Risk
-------------------------------------------------------------
Moody's Investors Service downgraded WEI Sales LLC's Corporate
Family Rating to B1 from Ba3 and its Probability of Default Rating
to B1-PD from Ba3-PD. At the same time Moody's downgraded the
company's first lien term loan due 2025 to B2 from B1. WEI's rating
outlook is stable. WEI is owned by Wells Enterprises, Inc.

The downgrade reflects WEI's increasing credit risk as the company
continues to invest in additional plant capacity build-out while
also pursuing an aggressive shareholder policy. The company's
financial leverage remains elevated at 3.5x debt to EBITDA as of
September 30, 2020 following several debt-financed acquisitions
over the past two years including Halo Top, Fieldbrook Foods
Corporation, and a Nevada-based manufacturing facility.
Additionally, Moody's believes that the company no longer has the
ability to deleverage to below 3.0x debt to EBITDA by the end of
2021 as originally anticipated following these acquisitions.

Moody's expects the company's operating profits to improve to
approximate $110 million in 2021 from about $95 million in 2020 as
the company continues to benefit from stay-at-home demand for ice
cream related to the pandemic and improved operating margins from
synergies realized from recent acquisitions. Despite this
improvement, Moody's expects the company's free cash flows to
remain negative over the next two years due to continued outsized
investment on capacity buildout and increasing shareholder
dividends. Moody's expects debt to EBITDA to remain around 3.5x
over the next 12 to 18 months.

The stable outlook reflects Moody's expectation that WEI's
operating profits will grow modestly as the company expands its
capacity and that the company will maintain adequate liquidity. The
stable outlook also reflects Moody's expectation for negative free
cash flow in 2021 and 2022 due to a higher dividend payout and
increased capital investment, but that the reinvestment will
enhance long-term earnings prospects through capacity expansion and
operating efficiency. These operating benefits and eventual
moderation of capex will restore positive free cash flow by 2023
and maintain debt-to-EBITDA in a mid 3x range.

The following ratings/assessments are affected by the action:

Ratings Downgraded:

Issuer: WEI Sales LLC

Corporate Family Rating, Downgraded to B1 from Ba3

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Senior Secured 1st Lien Term Loan, Downgraded to B2 (LGD4) from B1
(LGD4)

Outlook Actions:

Issuer: WEI Sales LLC

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

WEI's B1 CFR reflects its participation in the low growth and
highly competitive ice cream industry and modest scale relative to
the two global ice cream market leaders, Nestlé and Unilever. The
company's credit profile also reflects high financial leverage with
debt to EBITDA of 3.5x as of last-twelve-months ending September
30, 2020. Leverage is elevated following several debt-financed
acquisitions over the past year and a half and is not declining as
much as expected despite an uplift in ice cream demand because of
the coronavirus. Revenue and earnings are growing more slowly than
the industry and Moody's projects debt-to-EBITDA leverage will
remain in a mid 3x range in 2021 despite an anticipated 15%
increase in operating profits because debt (including leases) will
also increase to fund the sizable capital spending program and
dividends. Additionally, WEI's practice of distributing the bulk of
operating cash flow less capital expenditures to shareholders is
aggressive and diminishes financial flexibility. The company
benefits from solid positions in both private label and branded ice
cream for novelty and packaged ice cream products.

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

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

Ratings could be upgraded if the company improves profitability,
investments translate into market share gains, and free cash flow
sustainably improves to a comfortably positive level. The company
will also need to maintain good liquidity. Debt to EBITDA would
need to be sustained below 3.0x.

Ratings could be downgraded if WEI's market position erodes,
operating performance deteriorates, or if acquisitions and
investments fail to translate into meaningful growth to sustain the
higher leverage. Ratings could also be downgraded if liquidity
deteriorates, free cash flow does not improve after a period of
heavy growth investments, or if debt to EBITDA is sustained above
4.0x.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

Headquartered in Le Mars, Iowa, family-owned Wells Enterprises,
Inc. manufactures ice cream for sale to customers throughout the
United States. The company sells both branded products and private
label products. The company manufactures its products in five
facilities located in Iowa, New York and New Jersey, and Nevada,
providing it with national manufacturing capabilities. Annual sales
were $1.6 billion for the last-twelve-months ending September 30,
2020.


WESTERN GLOBAL: Fitch Assigns Final 'B+' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Western Global Airlines, Inc. (WGA) a
final Long-Term Issuer Default Rating (IDR) of 'B+'. In addition,
Fitch has assigned a final rating of 'B+'/'RR4' to the new senior
unsecured notes. The Rating Outlook is Stable.

The final ratings are the same as the expected ratings assigned in
July 2020. Fitch has provided the ratings in connection with the
partial sale of WGA to the company's new employee stock ownership
plan (ESOP). WGA issued $400 million of senior unsecured notes and
$90 million of senior secured credit facility borrowings to
facilitate the transaction.

KEY RATING DRIVERS

Net Positive Pandemic Impact: WGA and other freight-focused
airlines are benefiting from the steep drop off in cargo capacity
in passenger airlines which has outpaced the decline in demand for
shipments. This imbalance, which Fitch assumes will be temporary,
should support outsized performance in 2020 and potentially extend
through 2021, depending on the recovery in capacity and demand
dynamics. The boost is materializing in the form of higher block
rates and capacity utilization, which Fitch estimates could lead to
revenues increasing by around 50% in 2020. Fitch expects a
subsequent decline as the industry rebalances; however, there is
some uncertainty as to where performance levels out. Industry risk
factors include international trade conflicts, which have seemed to
stagnate after driving industry performance lower in 2019, and a
persistently weak freight environment coupled with a return in air
cargo capacity that could pressure the long-term balance. Factors
moderating these concerns include the growth in e-commerce
shipments and WGA's geographic expansion strategy, which should
have a positive impact on capacity utilization.

Small Size and Market Position: Key constraining factors to WGA's
ratings are its relatively small size and concentrated customer
base. Prior to the pandemic, the company had historically generated
under $300 million of annual revenue, which is concentrated in
chartering freight aircraft. Its active fleet is made up of 12
MD-11s and 3 B747s, and unexpected downtime across a few planes
could drive significant operating volatility, as observed in 2019.
WGA also has significant customer concentration among larger
shippers and the U.S. Department of Defense. While it is common for
freight airlines to have a high degree of customer concentration,
the large customers could induce competitive pressures or expand
internal capacity. Concerns are somewhat softened by the blue-chip
nature of WGA's large customers, and the flexibility WGA's services
offer over internalizing.

Volatile Demand Characteristics: Fitch believes WGA is exposed to
cyclicality associated with the global freight industry,
particularly in the company's role of transporting excess cargo for
large customers. While there is some comfort in the recurring
nature of regular peak season demand and a good proportion of U.S.
Department of Defense business, Fitch sees a risk of high
fluctuations in block rates and hours. WGA has contracted service
in place for periods that may span under six months to one to two
years, though there is also a portion of one-time revenue.

High Profitability and Fixed Cost Structure: EBITDA margins are
uniquely high for the industry reflecting business model
differences, such as a fully-owned aircraft fleet, economics of
MD-11 aircraft for WGA's services, a freight focused operation and
nonunionized workforce. WGA has also ramped up a large MRO facility
with heavy maintenance capabilities that supports lower maintenance
costs. WGA's cost structure benefits from factors, including
contract terms that effectively pass through all of its largest
operating expense, fuel costs and the absence of foreign exchange
risks. The remaining portion of its cost structure is highly fixed
which will likely drive some margin variability through demand
cycles.

Strong FCF: Fitch expects FCF generation to be sustainably positive
going forward, with notable benefits from high demand levels and
profitability in the near term. Forecast FCF margins are strong
compared with other similarly rated air carriers. Over the last two
years, FCF was pressured by heavy capex for completing and ramping
up the new MRO facility along with one-time fleet-wide upgrades in
2019 that drove higher costs and downtime. Periods of unexpected
downtime are an ongoing risk to FCF while ideally the new MRO
facility moderates these challenges.

Good Leverage Position: The company issued $490 million of debt
after previously operating debt free (including no aircraft
leases), and while leverage has risen, it should remain relatively
strong for the rating level. Fitch expects WGA's debt/EBITDA to
range around the high-2x to low-3x level. The low leverage reflects
near-term operating strength and a conservative financial policy.
The company has articulated a desire for a conservative financial
profile and plans to repay the $80 million of term loan borrowings
in the 12 months following the transaction.

Concentrated Ownership: Fitch considers the company to be subject
to typical risks associated with a highly concentrated ownership
structure, such as concentrated decision making and a lack of
independent oversight. The founder and CEO (and family) continue to
control a majority stake in the business following the transaction,
with WGA's ESOP controlling the remaining portion.

DERIVATION SUMMARY

When comparing WGA with passenger airlines such as Spirit Airlines
(BB-/Negative), Hawaiian Holdings (B-/Negative) and American
Airlines (B-/Rating Watch Negative), Fitch considers the business
profile differences in freight airlines and industry structure. The
passenger airline industry is also in a state of flux following the
wide-scale drop in passenger travel, which is also directly tied to
the near-term strength of WGA. Looking through the cycle, Fitch
believes WGA's rating of 'B+' reflects the relative strengths of
its profitability and plan to manage with low leverage, moderated
by business profile factors such as a relatively small aircraft
fleet size, high concentration of large customers and secondary
market position. These relative characteristics hold true when
compared with air freight peers, Air Transportation Services Group
(NR) and Atlas Air Group (NR), though it is common for freight
airlines to have high customer concentration.

KEY ASSUMPTIONS

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

-- A shortage of industry-wide air freight capacity supports
    strong but temporary growth in block hours and rates in 2020.
    Additional capacity is added to the industry and the favorable
    dynamic unwinds over the medium term;

-- Two aircraft are added to WGA's active fleet in early 2021,
    and it sees some sustainable success in its geographic
    expansion strategy that supports higher capacity utilization;

-- EBITDA margins follow revenue trends though there are some
    structural profitability improvements from higher utilization
    and a fully operating MRO facility;

-- The company does not incur significant one-time costs or
    experience further operational challenges after 2019;

-- The company prioritizes repaying the $80 million term loan but
    no further repayments are assumed.

Recovery Analysis

The recovery analysis for WGA reflects Fitch's expectation that the
enterprise value of the company, and recovery rates for creditors,
would be maximized as a going concern rather than through
liquidation. Fitch has assumed a 10% administrative claim.

A going concern EBITDA estimate of approximately $65 million
reflects Fitch's view of a sustainable post-reorganization EBITDA.
Fitch considers a bankruptcy scenario that could be caused by
increased competitive pressures, the loss of a large customer and
aircraft maintenance challenges driving higher downtime.

An enterprise value multiple of 5.5x is used to calculate the
post-reorganization valuation. The multiple considers the
reorganization of Atlas World Wide which was expected to be
reorganized at about 6.0x EBITDA, according to its plan of
reorganization. Additionally, Fitch considered various other
airline bankruptcies which have historically reorganized around
3.1x-6.8x EBITDA.

The $47.5 million secured revolving credit facility is assumed to
be fully drawn upon default. The credit facility and term loan are
senior to the senior unsecured notes in the waterfall. The analysis
results in a Recovery Rating of 'RR4' for the senior unsecured
notes, corresponding to an average recovery prospect of (31%-50%).

RATING SENSITIVITIES

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

-- Larger scale that reduces risk of severe impacts from
    unexpected aircraft downtime;

-- Debt/EBITDA sustained around the low 2.0x;

-- Greater customer diversification;

-- Strong success in growth strategies that support sustainably
    higher capacity utilization rates and profitability.

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

-- Debt/EBITDA sustained above 3.5x;

-- The loss of a large customer leads to a sustainably smaller
    scale of operations;

-- Significant competitive pressures or persistent operating
    challenges drives EBITDA margins meaningfully lower and/or FCF
    margin in the single-digits or below.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Pro forma for Sept. 30, 2020, liquidity was $116 million including
$78 million of cash and a $38 million of availability under the $48
million revolver. WGA's liquidity position is also supported by
expectations of positive FCF. Near-term maturities are minimal,
made up of term loan amortization.

WGA used $400 million of senior unsecured notes, $80 million of
term loan and $10 million of revolver borrowings to fund the sale
of a minority stake to the company's employee stock ownership plan.
Revolver borrowings have since been repaid. WGA has been previously
managed without debt financing. Unlike other airlines Fitch rates,
operating leases are not capitalized reflecting the company's full
ownership of its aircraft fleet.

SUMMARY OF FINANCIAL ADJUSTMENTS

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

ESG Considerations

WGA has an ESG Relevance Score of 4 for Governance Structure due to
its highly concentrated ownership structure, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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


WILDWOOD VILLAGES: $794K Sale of Vacant Farmlands Denied
--------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida denied Wildwood Villages, LLC's proposed sale
of two undeveloped and unused parcels of land, consisting of: (a) a
portion of Parcel ID # G16-069, consisting of approximately 6.24
acres of vacant farmland; and (b) the entirety of Parcel ID #
G16-070, consisting of approximately 6 acres of vacant farmland, to
The Villages Land Co., LLC for $794,032, free and clear of all
liens, claims and encumbrances, including, inter alia, all claims
asserted by the Class Plaintiffs in the Class Action Lawsuit and/or
in Amended Proof of Claim 5, subject to higher and better offers.

After review, the Court determines that the Motion is deficient for
failure to pay the prescribed $188 filing fee as required by the
Bankruptcy Court Schedule under 28 U.S.C. Section 1930.

The Motion is denied to allow the Debtor to file an amended motion.
No additional filing fee will be assessed for the filing of any
amended motion filed for the purpose of correcting the noted
deficiency.

The Clerk's Office is directed to serve a copy of the Order on
interested parties.  All references to the "Debtor" will include
and refer to both of the Debtors in a case filed jointly by two
individuals.

A copy of the Agreement is available at https://bit.ly/2KgoExz from
PacerMonitor.com free of charge.

                    About Wildwood Villages

Wildwood Villages, LLC, is engaged in activities related to real
estate.

Wildwood Villages filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02569) on Aug. 28, 2020.  The petition was signed by Jonathan
Woods, manager.  The Debtor disclosed $3,150,861 in assets and
$3,428,386 in liabilities.  Matthew S. Kish, Esq., at SHAPIRO BLASI
WASSERMAN & HERMANN, PA, represents the Debtor.


WILLIAMSTON COMMUNITY: Moody's Hikes GOULT Debt Rating From Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded Williamston Community
Schools, MI's general obligation unlimited tax rating to Baa2 from
Ba1. The district has about $45 million of GOULT debt outstanding.
The outlook remains positive.

RATINGS RATIONALE

The upgrade to Baa2 from Ba1 reflects the district's improved
financial position following a period of deficit available fund
balances. A combination of expenditure controls, increased state
aid and positive enrollment variances have materially improved the
district's reserve position. Also incorporated into the rating is
the district's narrow liquidity, despite recent improvements, and
continued reliance on cash flow borrowing for operations as well as
the district's elevated leverage related to long-term debt, pension
and OPEB burdens. Favorably, the district has a strong resident
income profile and had seen modest enrollment growth going into the
pandemic.

RATING OUTLOOK

The positive outlook reflects our expectation that the district's
financial position will continue to improve through fiscal 2021.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

Continued growth in reserves coupled with a reduced reliance on
cash flow borrowing for operations

Moderation of debt and pension burdens

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

Failure to maintain recently improved reserve levels

Increased leverage related to long-term debt, pension or OPEB
burdens

LEGAL SECURITY

The district's GOULT bonds are secured by the district's pledge and
authorization to levy a dedicated property tax unlimited as to rate
and amount.

PROFILE

Williamston Community School District covers about 60 square miles
in south central Michigan (Aa1 stable) and encompasses the City of
Williamston and portions of surrounding townships. The district's
population is estimated at just over 10,600 and its enrollment has
hovered between 1,800 and 1,900 students for several years.

METHODOLOGY

The principal methodology used in these ratings was US Local
Government General Obligation Debt published in July 2020.


WINEBOW GROUP: Moody's Completes Review, Retains Caa1 Rating
------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Winebow Group, LLC, The and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology, recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

KEY RATING CONSIDERATIONS

The Winebow Group, LLC's rating (Caa1 stable) reflects the
company's very high financial leverage, historically aggressive
expansion strategy and the fact that the company faces refinancing
risk due to revolver and term loan maturities in March and July
2021, respectively. Over time, the company should benefit from the
relatively low risk inherent in the regulated alcohol distribution
business. The company has navigated challenges in 2020 due to COVID
related shutdowns but has taken actions to lower costs and
generated positive free cash flow.

This document summarizes Moody's view as of the publication date
and will not be updated until the next periodic review
announcement, which will incorporate material changes in credit
circumstances during the intervening period.

The principal methodology used for this review was Distribution &
Supply Chain Services Industry published in June 2018.


YOUFIT HEALTH: Proposed $85 Million Sale to Lender Group Delayed
----------------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that YouFit Health Clubs
LLC's proposed $85 million sale to a lender group was delayed after
a bankruptcy court upheld the company founder's objections and
questioned the deal's impact on 350,000 gym members.

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware asked whether the buyer -- a group of pre-bankruptcy
lenders that includes Birch Grove Capital LP and Goldman Sachs Bank
USA -- planned on assuming gym members' contracts and whether
members had been notified of the proposed sale.

                    About YouFit Health Clubs

YouFit Health Clubs, LLC, and its affiliates own and operate 85
fitness clubs in the states of Alabama, Arizona, Florida, Georgia,
Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and
Virginia.  Visit https://www.youfit.com/ for more information.

On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841).
YouFit was estimated to have $50 million to $100 million in assets
and $100 million to $500 million in liabilities as of the filing.

The Hon. Mary F. Walrath is the case judge.

The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel,
FocalPoint Securities LLC as investment banker, Red Banyan Group
LLC as communications consultant, and Hilco Real Estate LLC as real
estate advisor.  Donlin Recano & Company Inc. is the claims agent.

On Nov. 18, 2020, the U.S. Trustee for Region 3 appointed a
committee to represent unsecured creditors in the Debtors' Chapter
11 cases.  The committee tapped Berger Singerman LLP and Pachulski
Stang Ziehl & Jones LLP as its legal counsel, and Dundon Advisers
LLC as its financial advisor.


ZEST ACQUISITION: Moody's Alters Outlook on B3 CFR to Stable
------------------------------------------------------------
Moody's Investors Service revised Zest Acquisition Corp.'s outlook
to stable from negative. The company's B3 Corporate Family Rating,
B3-PD Probability of Default Rating, B2 first lien credit
facilities ratings and Caa2 second lien credit facility rating were
affirmed.

The revision in the outlook to stable reflects Moody's expectation
that Zest will be able to successfully navigate through ongoing
challenges related to COVID-19. Following the cancellation of most
dental visits in March and April associated with COVID related
lock-downs, patient volumes have returned, with some markets
showing a return to pre-COVID levels. As a result, revenues and
EBITDA have stabilized, as evidenced by third quarter revenues
which showed modest year over year growth. Moody's expects adjusted
debt/EBITDA to decline towards 7x in the next 12-18 months. Zest
has demonstrated an ability to manage its cost structure and cash
flow in a challenging environment, resulting in sustained
liquidity.

The affirmation of the B3 CFR reflects Moody's expectations that
Zest will maintain very good liquidity, with current liquidity
(cash and undrawn credit facilities) in excess of $80 million and
positive free cash flow going forward. The company maintains a
solid market position in the dental attachment market, and Moody's
expects Zest will maintain market share.

Rating Actions:

The following ratings were affirmed:

Zest Acquisition Corp.

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$50 million Gtd first lien revolving credit facility due 2023 at B2
(LGD3)

$265 million Gtd first lien term loan due 2025 at B2 (LGD3)

$115 million Gtd second-lien term loan due 2026 at Caa2 (LGD5)

Outlook Actions:

Outlook revised to stable from negative

RATINGS RATIONALE

Zest's B3 Corporate Family Rating reflects the company's very
narrow product focus on hardware used in dental attachments
(dentures) and its small revenue base with LTM revenues under $100
million. Its ratings also reflect the company's reliance on a few
large implant manufacturer customers for a meaningful portion of
sales. The ratings are also constrained by the company's very high
leverage. Moody's expects debt/EBITDA to approach 7x in the next
12-18 months. Zest benefits from a long term track record of
consistent revenue growth and high EBITDA margins. The company also
benefits from favorable long-term demand for dentures, primarily
due to the aging population. The company has very good liquidity
with cash of $32 million, meaningfully positive free cash flow, and
access to a $50 million undrawn revolving credit facility. The
company's ratings also reflect Moody's expectations that financial
policies will remain aggressive as the company is owned by a
private equity sponsor.

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

Medical device companies face moderate social risk. However, they
regularly encounter elevated elements of social risk, including
responsible production as well as other social and demographic
trends. Risks associated with responsible production include
compliance with regulatory requirements for safety of medical
devices as well as adverse reputational risks arising from recalls,
safety issues or product liability litigation. Medical device
companies will generally benefit from demographic trends, such as
the aging of the populations in developed countries. That said,
increasing utilization may pressure payors, including individuals,
commercial insurers or governments to seek to limit use and/or
reduce prices paid. Moody's believes the near-term risks to pricing
are manageable, but rising pressures may evolve over a longer
period.

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

Ratings could be upgraded if the company sustains growth in sales
and earnings. Broadening of the company's portfolio to new products
would also be a credit positive. Quantitatively, ratings could be
upgraded if debt/EBITDA is sustained below five times while
maintaining good liquidity.

Ratings could be downgraded if the company's liquidity weakens, or
if sales or margins erode. Quantitatively, ratings could be
downgraded if debt/EBITDA is sustained above seven times for an
extended period.

Headquartered in Carlsbad, CA, Zest Acquisition Corp. is a global
developer, manufacturer and distributor of medical devices used in
restorative dental procedures. Zest is owned by funds affiliated
with private equity sponsor BC Partners.

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.


[^] BOND PRICING: For the Week from December 21 to 25, 2020
-----------------------------------------------------------

  Company                    Ticker   Coupon Bid Price   Maturity
  -------                    ------   ------ ---------   --------
AMC Entertainment Holdings   AMC       5.750    13.389  6/15/2025
AMC Entertainment Holdings   AMC       6.125    12.158  5/15/2027
AMC Entertainment Holdings   AMC       5.875    13.540 11/15/2026
Acorda Therapeutics Inc      ACOR      1.750    55.000  6/15/2021
American Energy-
  Permian Basin LLC          AMEPER   12.000     1.250  10/1/2024
American Energy-
  Permian Basin LLC          AMEPER   12.000     1.047  10/1/2024
American Energy-
  Permian Basin LLC          AMEPER   12.000     1.047  10/1/2024
BPZ Resources Inc            BPZR      6.500     3.017   3/1/2049
Basic Energy Services Inc    BASX     10.750    17.699 10/15/2023
Basic Energy Services Inc    BASX     10.750    17.699 10/15/2023
Briggs & Stratton            BGG       6.875     8.375 12/15/2020
Bristow Group Inc/old        BRS       6.250     6.250 10/15/2022
Bristow Group Inc/old        BRS       4.500     6.250   6/1/2023
Buffalo Thunder
  Development Authority      BUFLO    11.000    50.125  12/9/2022
CBL & Associates LP          CBL       5.250    37.001  12/1/2023
Calfrac Holdings LP          CFWCN     8.500     8.643  6/15/2026
Calfrac Holdings LP          CFWCN     8.500     8.643  6/15/2026
Chesapeake Energy            CHK      11.500    17.000   1/1/2025
Chesapeake Energy            CHK       5.500     5.875  9/15/2026
Chesapeake Energy            CHK       6.625     6.188  8/15/2020
Chesapeake Energy            CHK      11.500    16.000   1/1/2025
Chesapeake Energy            CHK       5.750     6.313  3/15/2023
Chesapeake Energy            CHK       8.000     6.500  6/15/2027
Chesapeake Energy            CHK       4.875     6.250  4/15/2022
Chesapeake Energy            CHK       8.000     5.875  1/15/2025
Chesapeake Energy            CHK       6.875     3.938 11/15/2020
Chesapeake Energy            CHK       8.000     5.750  3/15/2026
Chesapeake Energy            CHK       7.500     6.063  10/1/2026
Chesapeake Energy            CHK       8.000     3.497  3/15/2026
Chesapeake Energy            CHK       8.000     3.551  6/15/2027
Chesapeake Energy            CHK       8.000     4.877  1/15/2025
Chesapeake Energy            CHK       6.875     3.969 11/15/2020
Chesapeake Energy            CHK       7.000     6.750  10/1/2024
Chesapeake Energy            CHK       8.000     3.551  6/15/2027
Chesapeake Energy            CHK       8.000     3.497  3/15/2026
Chesapeake Energy            CHK       8.000     4.877  1/15/2025
Chinos Holdings Inc          CNOHLD    7.000     0.332       N/A
Chinos Holdings Inc          CNOHLD    7.000     0.332       N/A
Dean Foods Co                DF        6.500     0.625  3/15/2023
Dean Foods Co                DF        6.500     0.750  3/15/2023
Diamond Offshore Drilling    DOFSQ     7.875    10.550  8/15/2025
Diamond Offshore Drilling    DOFSQ     5.700    13.000 10/15/2039
Diamond Offshore Drilling    DOFSQ     3.450     7.875  11/1/2023
ENSCO International Inc      VAL       7.200     4.688 11/15/2027
Energy Conversion Devices    ENER      3.000     7.875  6/15/2013
Energy Future Competitive
  Holdings Co LLC            TXU       1.040     0.072  1/30/2037
Exela Intermediate LLC /
  Exela Finance Inc          EXLINT   10.000    30.033  7/15/2023
Exela Intermediate LLC /
  Exela Finance Inc          EXLINT   10.000    29.766  7/15/2023
Extraction Oil & Gas Inc     XOG       7.375    18.500  5/15/2024
Extraction Oil & Gas Inc     XOG       5.625    18.500   2/1/2026
Extraction Oil & Gas Inc     XOG       7.375    16.391  5/15/2024
Extraction Oil & Gas Inc     XOG       5.625    17.847   2/1/2026
Federal Home Loan Banks      FHLB      3.275    99.315 12/28/2032
Federal Home Loan Mortgage   FHLMC     0.520    99.881 12/29/2023
Federal Home Loan Mortgage   FHLMC     0.750    99.675  6/30/2025
Federal Home Loan Mortgage   FHLMC     0.500    99.748  6/30/2023
Federal Home Loan Mortgage   FHLMC     0.500    99.752 12/29/2023
Federal Home Loan Mortgage   FHLMC     1.850    99.744  6/30/2023
Federal Home Loan Mortgage   FHLMC     0.510    99.843 12/29/2023
Federal Home Loan Mortgage   FHLMC     0.720    99.787  9/30/2025
Federal Home Loan Mortgage   FHLMC     1.860    99.630 12/30/2024
Federal Home Loan Mortgage   FHLMC     0.730    99.736  9/30/2025
Federal Home Loan Mortgage   FHLMC     1.900    99.668 12/30/2024
Federal National Mortgage
  Association                FNMA      0.500    99.887  9/29/2023
Federal Realty
  Investment Trust           FRT       3.000   102.932   8/1/2022
Ferrellgas Partners LP /
  Ferrellgas Partners
  Finance                    FGP       8.625    20.000  6/15/2020
Fleetwood Enterprises Inc    FLTW     14.000     3.557 12/15/2011
Frontier Communications      FTR      10.500    51.000  9/15/2022
Frontier Communications      FTR       7.125    49.000  1/15/2023
Frontier Communications      FTR       6.250    47.500  9/15/2021
Frontier Communications      FTR       8.750    49.000  4/15/2022
Frontier Communications      FTR       9.250    44.500   7/1/2021
Frontier Communications      FTR      10.500    50.928  9/15/2022
Frontier Communications      FTR      10.500    50.928  9/15/2022
GNC Holdings Inc             GNC       1.500     1.250  8/15/2020
GTT Communications Inc       GTT       7.875    39.783 12/31/2024
GTT Communications Inc       GTT       7.875    38.548 12/31/2024
General Electric Co          GE        5.000    91.785       N/A
Goodman Networks Inc         GOODNT    8.000    53.000  5/11/2022
Great Western Petroleum
  LLC / Great Western
  Finance                    GRTWST    9.000    57.897  9/30/2021
Great Western Petroleum
  LLC / Great Western
  Finance                    GRTWST    9.000    57.897  9/30/2021
Hertz Corp/The               HTZ       6.250    52.257 10/15/2022
Hi-Crush Inc                 HCR       9.500     0.063   8/1/2026
Hi-Crush Inc                 HCR       9.500     0.051   8/1/2026
High Ridge Brands Co         HIRIDG    8.875     4.511  3/15/2025
High Ridge Brands Co         HIRIDG    8.875     4.511  3/15/2025
HighPoint Operating          HPR       7.000    38.949 10/15/2022
ION Geophysical              IO        9.125    70.369 12/15/2021
ION Geophysical              IO        9.125    69.917 12/15/2021
ION Geophysical              IO        9.125    69.917 12/15/2021
ION Geophysical              IO        9.125    69.917 12/15/2021
J Crew Brand LLC /
  J Crew Brand               JCREWB   13.000    52.126  9/15/2021
JC Penney      Inc           JCP       5.875     9.000   7/1/2023
JC Penney      Inc           JCP       5.875     7.500   7/1/2023
JCK Legacy Co                MNIQQ     6.875     0.335  3/15/2029
Jonah Energy LLC / Jonah
  Energy Finance             JONAHE    7.250     0.603 10/15/2025
Jonah Energy LLC / Jonah
  Energy Finance             JONAHE    7.250     0.416 10/15/2025
K Hovnanian Enterprises Inc  HOV       5.000    12.131   2/1/2040
K Hovnanian Enterprises Inc  HOV       5.000    12.131   2/1/2040
Kraton Polymers LLC /
  Kraton Polymers Capital    KRA       7.000   104.406  4/15/2025
LSC Communications Inc       LKSD      8.750    14.481 10/15/2023
LSC Communications Inc       LKSD      8.750    14.900 10/15/2023
Liberty Media                LMCA      2.250    47.600  9/30/2046
MAI Holdings Inc             MAIHLD    9.500    15.909   6/1/2023
MAI Holdings Inc             MAIHLD    9.500    15.909   6/1/2023
MAI Holdings Inc             MAIHLD    9.500    15.909   6/1/2023
MF Global Holdings Ltd       MF        9.000    15.625  6/20/2038
MF Global Holdings Ltd       MF        6.750    15.625   8/8/2016
Macy's Retail Holdings LLC   M        10.250    99.823   1/1/2021
Mashantucket Western
  Pequot Tribe               MASHTU    7.350    15.000   7/1/2026
Men's Wearhouse LLC/The      TLRD      7.000     1.750   7/1/2022
Men's Wearhouse LLC/The      TLRD      7.000     2.659   7/1/2022
NWH Escrow                   HARDWD    7.500    32.500   8/1/2021
NWH Escrow                   HARDWD    7.500    32.486   8/1/2021
Neiman Marcus
  Group LLC/The              NMG       7.125     4.345   6/1/2028
Neiman Marcus Group LTD
  LLC / Neiman Marcus
  Group LLC / Mariposa
  Borrower / NMG             NMG       8.000     4.186 10/25/2024
Neiman Marcus Group LTD
  LLC / Neiman Marcus
  Group LLC / Mariposa
  Borrower / NMG             NMG      14.000    27.250  4/25/2024
Neiman Marcus Group LTD
  LLC / Neiman Marcus
  Group LLC / Mariposa
  Borrower / NMG             NMG       8.750     5.158 10/25/2024
Neiman Marcus Group LTD
  LLC / Neiman Marcus
  Group LLC / Mariposa
  Borrower / NMG             NMG      14.000    27.250  4/25/2024
Neiman Marcus Group LTD
  LLC / Neiman Marcus
  Group LLC / Mariposa
  Borrower / NMG             NMG       8.000     4.186 10/25/2024
Neiman Marcus Group LTD
  LLC / Neiman Marcus
  Group LLC / Mariposa
  Borrower / NMG             NMG       8.750     5.158 10/25/2024
NextEra Energy
  Capital Holdings Inc       NEE       3.200   103.167  2/25/2022
Nine Energy Service Inc      NINE      8.750    44.272  11/1/2023
Nine Energy Service Inc      NINE      8.750    43.763  11/1/2023
Nine Energy Service Inc      NINE      8.750    42.578  11/1/2023
Northwest Hardwoods Inc      HARDWD    7.500    30.750   8/1/2021
Northwest Hardwoods Inc      HARDWD    7.500    30.068   8/1/2021
OMX Timber Finance
  Investments II LLC         OMX       5.540     1.250  1/29/2020
Peabody Energy               BTU       6.000    58.865  3/31/2022
Peabody Energy               BTU       6.000    58.203  3/31/2022
Pride International LLC      VAL       6.875     7.784  8/15/2020
Pride International LLC      VAL       7.875     8.000  8/15/2040
Renco Metals Inc             RENCO    11.500    24.875   7/1/2003
Revlon Consumer Products     REV       6.250    33.435   8/1/2024
Rolta LLC                    RLTAIN   10.750     3.000  5/16/2018
Ryder System Inc             R         2.250   101.002   9/1/2021
SESI LLC                     SPN       7.125    32.000 12/15/2021
SESI LLC                     SPN       7.750    31.750  9/15/2024
SESI LLC                     SPN       7.125    32.000 12/15/2021
SESI LLC                     SPN       7.125    31.750 12/15/2021
Sable Permian Resources
  Land LLC / AEPB Finance    AMEPER    7.125     0.771  11/1/2020
Sears Holdings               SHLD      6.625     1.261 10/15/2018
Sears Holdings               SHLD      8.000     2.020 12/15/2019
Sears Holdings               SHLD      6.625     1.261 10/15/2018
Sears Roebuck Acceptance     SHLD      7.000     0.774   6/1/2032
Sears Roebuck Acceptance     SHLD      6.750     0.415  1/15/2028
Sears Roebuck Acceptance     SHLD      6.500     0.451  12/1/2028
Sempra Texas Holdings        TXU       5.550    13.500 11/15/2014
Senseonics Holdings Inc      SENS      5.250    42.500   2/1/2023
Summit Midstream
  Partners LP                SMLP      9.500    25.000       N/A
Talos Production LLC /
  Talos Production
  Finance Inc                TAENLL   11.000   101.397   4/3/2022
TerraVia Holdings Inc        TVIA      5.000     4.644  10/1/2019
Toys R Us Inc                TOY       7.375     1.317 10/15/2018
Transworld Systems Inc       TSIACQ    9.500    27.000  8/15/2021
Ultra Resources Inc/US       UPL      11.000     5.125  7/12/2024
Voyager Aviation Holdings
  LLC / Voyager Finance Co   VAHLLC    9.000    54.738  8/15/2021
Voyager Aviation Holdings
  LLC / Voyager Finance Co   VAHLLC    9.000    55.368  8/15/2021
Xerox                        XRXCRP    4.500   101.750  5/15/2021



                            *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***