/raid1/www/Hosts/bankrupt/TCR_Public/210419.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 19, 2021, Vol. 25, No. 108

                            Headlines

1900 ORCHARD: Wells Fargo Seeks to Prohibit Cash Collateral Use
2374 VILLAGE: Bid to Use Cash Collateral Denied
53 STANHOPE: $1.2M Unsecured Claims to Be Paid From Sale Proceeds
53 STANHOPE: Affiliates Get $15-Mil Exit Financing to Pay Claims
53 STANHOPE: Interest Holders to Fund Affiliates' Plan Payments

53 STANHOPE: Mortgagee Pushes for Approval of Liquidation Plan
53 STANHOPE: Refutes Mortgagee Objection on Plan Feasibility
ABRI HEALTH CARE: Case Summary & 4 Unsecured Creditors
ADAMIS PHARMACEUTICALS: Widens Net Loss to $49.4 Million in 2020
ADVANCED DRAINAGE: Moody's Raises CFR to Ba1 on Good Liquidity

AHI ESTATE: First Amended Plan Confirmed by Judge
ALLEGIANT TRAVEL: S&P Raises ICR to 'B+' on Improving Demand
ALPINE US: Moody's Assigns First Time 'B2' Corporate Family Rating
APPLOVIN CORP: Moody's Retains B1 CFR Amid Recent IPO
ARMAOS PROPERTY: HDDA Buying Substantially All Assets for $4.8-Mil.

ARNOLD BAKER: Seeks Auction Sale of 51% Interests in Baker Ready
ARTISAN BUILDERS: J.E.T. Buying Phoenix Property for $1.4 Million
ASP CHROMAFLO II: Moody's Alters Outlook on B2 CFR to Negative
ATLAS CC: Moody's Assigns B3 CFR, Outlook Stable
ATP TOWER: Fitch Assigns First-Time 'BB+' Foreign Currency IDR

ATP TOWER: Moody's Assigns First Time 'Ba3' Corp Family Rating
ATP TOWER: S&P Rates New $375MM Senior Secured Bond Rating 'BB-'
AUTOCANADA INC: S&P Upgrades ICR to 'B', Outlook Stable
AUTOMORES GILDEMEISTER: Gets Court Okay for Bankruptcy Loan
AUTOMOTORES GILDEMEISTER: Unsecureds Unimpaired in Prepackaged Plan

AVANTOR FUNDING: Moody's Retains Ba3 CFR Amid Ritter GmbH Deal
AVANTOR INC: Fitch Affirms 'BB' LongTerm IDR Amid Ritter GmbH Deal
AVIANCA HOLDINGS: Expects to Exit Chapter 11 This 2021
AVIANCA HOLDINGS: Seeks to Raise $1.8B for 2021 Chapter 11 Exit
BAINBRIDGE UINTA: Plan Exclusivity Extended Until April 29

BALLY'S CORP: Moody's Puts B2 CFR Under Review for Upgrade
BLUE EAGLE: Eagle Ray Selling Georgiana Property to APK for $345K
BLUE RACER: S&P Raises Senior Notes Rating to 'B+'
BOY SCOUTS OF AMERICA: Hartford Agrees to Pay $650M in Settlement
BOYNE USA: S&P Alters Outlook to Stable, Affirms 'B' ICR

BRAZOS DELAWARE II: Moody's Hikes CFR to B3 on Positive Cash Flow
BRAZOS PERMIAN: S&P Raises ICR to 'B-', Outlook Positive
BUFFALO SH: Reaches Steady Capital Stipulation; Files Amended Plan
CARDINAL LSD: Moody's Raises GOULT Debt Rating to Ba2
CARETRUST REIT: Moody's Affirms Ba2 CFR & Alters Outlook to Stable

CASTEX ENERGY: Ch.11 Plan Vote Delayed, To Obtain More Cleanup Info
CASTEX ENERGY: Seeks to Resolve United States' Potential Objection
CBL & ASSOCIATES: Agrees With Lenders on New Bankruptcy Plan
CBL & ASSOCIATES: Says Negotiations w/ Bondholder & Lenders Ongoing
CEDRIC LEONARDI: Selling Los Angeles Property for $1.96 Million

CFCRE COMMERCIAL 2017-C8: Fitch Affirms CCC Rating on 2 Tranches
CHARTER COMMUNICATIONS: Fitch Affirms 'BB+' IDR, Outlook Stable
CHENIERE ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR
CHENIERE ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR
CLEVELAND-CLIFFS INC: Moody's Ups CFR to B1, Alters Outlook to Pos.

CMC II LLC: Consulate Health Needs Chapter 11 Loan to Survive
COLLAB9 LLC: Sets Bidding Procedures for Sale of Business/Assets
CONTRACT TRANSPORT: American Buying Cleveland Property for $800K
CORELOGIC INC: Moody's Rates New $750MM Secured Notes Due 2028 'B1'
COTY INC: Moody's Rates New $750MM First Lien Secured Notes 'B3'

COTY INC: S&P Rates New $750MM Senior Secured Notes Due 2026 'B'
CPG INT'L: Moody's Hikes CFR to Ba3, Outlook Stable
CRC BROADCASTING: Parties Seeks 30-Day Delay of Plan Hearing
CROWNROCK LP: Fitch Assigns BB Rating on Proposed Unsec. Notes
CROWNROCK LP: Moody's Gives B2 Rating to New Senior Notes Due 2029

CVR PARTNERS: Moody's Affirms B2 CFR & Alters Outlook to Stable
DELL INC: Moody's Puts Ba1 CFR Under Review for Upgrade
DELL TECHNOLOGIES: Fitch Puts BB+ IDR on Watch Pos. on VMware Deal
DELL TECHNOLOGIES: S&P Places 'BB+ ICR on CreditWach Positive
DETROIT WORLD: Sets Bidding Procedures for Asset Sale to Telegraph

DURA-TRAC FLOORING: Has Until July 14 to File Plan & Disclosures
EARTH FIRST: Ballyshannon Buying Substantially All Assets for $200K
ELEMENT SOLUTIONS: Moody's Hikes CFR to Ba2 on Strong Performance
ENRAMADA PROPERTIES: Creditor Chapa Says Disclosures Deficient
EWERS FAMILY: Unsecureds to Get Share of Income for 5 Years

EXPO MARKETING: Bertaina Buying Personal Property for $11K
EXSCIEN CORPORATION: Former CEO Ferguson Says Plan Unconfirmable
FF FUND: Interested Parties Seek More Time to Object to Plan
FIELDWOOD ENERGY: Further Fine-Tunes Plan Documents
FIELDWOOD ENERGY: June 9 Plan Confirmation Hearing Set

FLEETCOR TECHNOLOGIES: Moody's Rates New Secured Term Loan 'Ba1'
FLEETPRIDE INC: S&P Affirms 'B-' ICR, Outlook Negative
FLEURDELIS HOSPITALITY: Wins Cash Collateral Access Thru April 30
FOOT LOCKER: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
GAUCHO GROUP: Incurs $5.78 Million Net Loss in 2020

GOEASY LTD: Moody's Affirms Ba3 CFR Following LendCare Acquisition
GOEASY LTD: S&P Affirms 'BB-' LT ICR on LendCare Acquisition
GOGO INTERMEDIATE: Moody's Rates New Sr. Secured Facilities 'B3'
GOPHER RESOURCE: Moody's Puts B2 CFR Under Review for Downgrade
GREENBRIER COS: S&P Downgrades ICR to 'BB-', Outlook Stable

GULFPORT ENERGY: Amends Plan to Include Convenience Claim Details
HERITAGE RAIL: Trustee Selling 5 Rail Cars to TRBMNR for $425K
HERTZ CORP: Says It Needed to Exit Bankruptcy by Summer 2021
HERTZ CORP: Unsecureds to Get 82%; Committee Now Backs Plan
HERTZ GLOBAL: Court Gives Knighthead More Time to Pitch Rival Bid

HGIM CORP: Moody's Cuts CFR to Caa3 on Debt Restructuring
HIGHER GROUND ACADEMY: S&P Lowers Lease Rev. Bonds Rating to 'BB+'
HIGHTOWER HOLDING: Moody's Rates New $300MM Unsecured Notes 'Caa2'
HOGAR CARINO: Case Summary & 20 Largest Unsecured Creditors
HOLLISTER CONSTRUCTION: Wins Interim Use of Cash Collateral

HWY 24 LUMBER: Gets Cash Collateral Access Thru May 11
INGERSOLL RAND: Platinum Equity Deal No Impact on Moody's Ba2 CFR
INSPIRED ENTERTAINMENT: Fitch Raises LT IDR to 'B-', Outlook Stab.
INTEGRATED VENTURES: Partners With Wattum to Buy 4,800 Miners
INTELSAT S.A.: Wilmer, Zemanian 2nd Update on Noteholder Group

INTELSAT SA: Creditors Fight Noteholders' Bid to Seize FCC Payment
ION GEOPHYSICAL: S&P Lowers ICR to 'SD', Cuts Debt Rating to 'D'
JASON'S HAULING: Wins Cash Collateral Access Thru April 21
KRATON CORP: S&P Alters Outlook to Positive, Affirms 'B+' ICR
KUEHG CORP: Moody's Affirms Caa1 CFR & Alters Outlook to Stable

L BRANDS: Moody's Hikes CFR to Ba3 Following Debt Repayment
LAKE CHARLES: Howard Buying Immovable Assets & Leases for $10.5MM
LAROSE HOSPITALITY: Wins Cash Collateral Access Thru April 30
LATAM BONDHOLDERS: White & Castle Represents LATAM Bondholders
LECLAIRRYAN PLLC: Trustee Reaches Chapter 7 Deal With Ex-GC

LEE DILL: Wins Cash Collateral Access
LEVI STRAUSS: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
LUCKIN COFFEE: Gets $250M Investment From Centurium, Joy Capital
LW RETAIL: Wins Cash Collateral Access Thru May 13
MANSIONS APARTMENT: May 18 Amended Plan Confirmation Hearing Set

MAVERICK BIDCO: Moody's Assigns First Time B3 Corp Family Rating
MAVERICK HOLDCO: S&P Assigns 'B-' ICR on Acquisition by OTPP
MEG ENERGY: S&P Upgrades ICR to 'B+' on Financial Forecasts
MERCURITY HOLDINGS: 3 Investors to Buy $10 Million Ordinary Shares
MIDWEST GAMING: Moody's Assigns B2 CFR, Outlook Stable

MIDWEST VETERINARY: Moody's Assigns B3 CFR, Outlook Stable
MIDWEST VETERINARY: S&P Assigns 'B-' ICR, Outlook Stable
MILLS FORESTRY: May 19 Amended Disclosure Statement Hearing Set
MOTIF DIAMONDS: Creditor, Trustees Agree on Subchapter V Plan
MOUNT GROUP: Updates Green Builders Claims Pay Details

NEW RESIDENTIAL: Moody's Affirms B1 CFR Amid Caliber Home Deal
NEW YORK CLASSIC: Seeks Cash Collateral Access
NEWSTREAM HOTEL: Case Summary & 20 Largest Unsecured Creditors
NIAGARA FRONTIER: Wins Cash Collateral Access on Interim Basis
NIC ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg.

NN INC: Expands Board of Directors With Appointment of Joao Faria
NORTHERN ILLINOIS UNIV.: Moody's Rates $106MM Education Bonds 'Ba2'
NUSTAR ENERGY: Moody's Alters Outlook on Ba3 CFR to Stable
NUZEE INC: Travis Gorney to Serve as Sales VP, CIO Starting May 3
OLYMPIC TOWER 2017-OT: Fitch Affirms BB- Rating on Class E Certs

P8H, INC: Case Trustee May Use Cash Collateral Thru May 30
PATRICK INDUSTRIES: Moody's Rates New $350MM Unsecured Notes 'B3'
PATRIOTS ENVIRONMENTAL: Gets Cash Collateral Access Thru July 12
PLAMEX INVESTMENT: Files Emergency Bid to Use Cash Collateral
PROFAC SERVICES: Moody's Alters Outlook on Caa2 CFR to Stable

PROFESSIONAL FINANCIAL: Unsecureds Get 35% to 50% of Netted Claims
PROJECT BOOST: Fitch Affirms 'B-' LT IDR & Alters Outlook to Pos.
PROJECT EVEREST: Fitch Assigns First-Time 'B+' LT IDR
PROJECT EVEREST: S&P Assigns 'B-' ICR on Refinance, Outlook Stable
PSC INDUSTRIAL: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR

RECESS HOLDINGS: Moody's Affirms B3 CFR & Alters Outlook to Stable
REDSTONE BUYER: Fitch Cuts LongTerm IDR to 'B', Outlook Stable
RESONETICS LLC: Moody's Assigns B3 CFR on High Financial Leverage
ROBERT FORD: Bid to Use Cash Collateral Denied
ROCKET SOFTWARE: S&P Places 'B' ICR on CreditWatch Negative

ROLLING HILLS: Seeks Cash Collateral Access
ROYAL CARIBBEAN: Moody's Confirms B1 CFR on Good Liquidity
RR DONNELLEY: Moody's Rates New $350M Secured Notes Due 2026 'B1'
SABRE INDUSTRIES: Moody's Puts B1 CFR Under Review for Downgrade
SAUK PRAIRIE: Moody's Hikes Bond Rating to Ba3

SELECTA BIOSCIENCES: To Get $3 Million Under Sarepta Deal
SHAMROCK FINANCE: Murphy & King Represents Ellis Jr. Claimants
SLM STUDENT 2014-1: Fitch Affirms B Rating on 2 Tranches
SM ENERGY: Fitch Raises IDR to 'B', Outlook Stable
SOLOMON EDUCATION: Wins Cash Collateral Access

SPLASH NEWS: Gets Cash Collateral Access Thru May 12
SPURLOWS ARCHERY: Unsecureds May Seek Modification in Plan Payment
STA VENTURES: Creditor Releases Assignment on 35-Acre Property
STEIN MART: Combined Plan of Liquidation Confirmed by Judge
STREAM TV: Let the New Committee Catch Up on the Dismissal of Ch.11

SUMMIT MIDSTREAM: S&P Lowers Rating to 'SD' on Distressed Exchange
SUN STEAKS: Unsecured Creditors Out of Money in Liquidating Plan
TANGER PROPERTIES: Moody's Cuts Preferred Shelf Rating to (P)Ba1
TDC POINTE: JLL to Auction Membership Interests on May 3
TELESAT CANADA: Moody's Cuts CFR to B2 & Rates New Secured Notes B1

TENTLOGIX INC: Plan Exclusivity Period Extended Thru May 26
TPT GLOBAL: Reports $8.1 Million Net Loss for 2020
TRANSDIGM INC: Moody's Gives B3 Rating on New Subordinated Notes
TUTOR PERINI: Fitch Affirms 'B+' IDR, Outlook Stable
UNIQUE CASEWORK: Court OKs Deal on Cash Collateral Access

UNITED AIRLINES: Moody's Rates New Secured Debt Offerings 'Ba1'
UNITED RENTALS: Moody's Hikes CFR to Ba1, Outlook Stable
UNIVISION COMMUNICATIONS: S&P Places 'B' ICR on Watch Positive
US REAL ESTATE: Case Trustee Wins Cash Collateral Access
VANTAGE DRILLING: S&P Affirms 'CCC' ICR, Outlook Negative

VERINT SYSTEMS: Moody's Affirms Ba2 CFR on Strong Market Positions
VILLA TAPIA: Updates SBA Claims Pay; Confirmation Hearing June 15
VILLAS OF WINDMILL: Gets Cash Collateral Access
VMWARE INC: Fitch Puts 'BB+' IDR on Watch Pos. on Dell Transaction
VMWARE INC: S&P Places 'BB+' ICR on CreditWatch Negative

W&T OFFSHORE: Moody's Raises CFR to Caa1 on Positive Cash Flow
WHEEL PROS: Moody's Assigns B2 Rating to New $1BB First Lien Loan
WHOA NETWORKS: Court Extends Plan Exclusivity Thru May 27
WILDWOOD VILLAGES: Selling Sumter County Wetland Parcels for $794K
WILLCO X DEVELOPMENT: Has Deal on Cash Collateral Access

WILLIAMSPORT, PA: S&P Alters Outlook to Pos., Affirms 'BB+' ICR
WIRECARD AG: U.S. Recognition Hearing Set for May 5
WIRECO WORLDGROUP: Moody's Raises CFR to B3, Outlook to Stable
ZAPPER HOLDINGS: Voluntary Chapter 11 Case Summary
ZEBRA BUYER: Fitch Assigns 'BB(EXP)' LongTerm IDR, Outlook Stable

ZEBRA INTERMEDIATE II: Moody's Assigns Ba2 CFR, Outlook Stable
ZINC-POLYMER PARENT: Fitch Withdraws 'B-' LongTerm IDR
[^] BOND PRICING: For the Week from April 12 to 16, 2021

                            *********

1900 ORCHARD: Wells Fargo Seeks to Prohibit Cash Collateral Use
---------------------------------------------------------------
Wells Fargo Bank, National Association, as Trustee, for the benefit
of the holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2016-C7, asks the U.S. Bankruptcy
Court for the Eastern District of New York, Brooklyn, to prohibit
1900 Orchard Holdings, LLC from using cash collateral.

The Debtor is the owner and operator of a shopping center complex
commonly known as "The Orchards Shopping Center" located at
1900-1975 Vandalia Street, Collinsville, Illinois 62234. The Debtor
continues in possession of its assets and in operation of its
business as a debtor-in-possession.

On November 23, 2016, the Lender's predecessor in interest made a
loan to the Debtor in the original principal amount of $3,187,500.
The Loan is further evidenced by a Promissory Note and Loan
Agreement each dated November 23, 2016 executed by the Debtor in
favor of the Lender's predecessor.

The Loan is secured by, inter alia, (i) a Mortgage and Security
Agreement dated November 23, 2016 and recorded with the Madison
County, Illinois Recorder of Deeds on December 1, 2016 as Document
No.: 2016R42408 and (ii) and Assignment of Leases and Rents dated
November 23, 2016 and recorded with the Recorder on December 1,
2016 as Document No.: 2016R42409.

Prior to the Petition Date, the Debtor defaulted under the Loan by
virtue of, inter alia, its failure to (i) make the required Loan
payments when due, (ii) deliver to the Lender certain financial
reporting, (iii) maintain the required minimum debt service
coverage ratio, and thereafter failing to sufficiently fund a cash
management account to pay its debts as they become due and (iv)
prevent material physical waste at the Property.

On October 7, 2020, the Lender accelerated the Loan and demanded
immediate payment in full of all amounts owing to the Lender. The
Lender asserts that the Debtor had failed to repay the Loan. The
outstanding principal balance of the Loan, exclusive of interest,
fees and other recoverable amounts, is $3,024,843.28 as of the
Petition Date.

The Lender asserts the case has been pending for over a month. The
Lender has not and does not consent to the use of its cash
collateral. No Order has been entered authorizing the Debtor to use
cash collateral. The Debtor has not even filed a motion for use of
cash collateral or presented the Lender (or the Court) with a
proposed budget for such use.

To the extent that the Debtor has been using cash collateral since
the Petition Date, the Lender contends such use is unauthorized. As
such, the Lender requests that the Debtor be directed to file an
accounting of all unauthorized use of cash collateral within 10
days.

The Lender further requests that the hearing on the Motion be heard
on an expedited basis to protect against the deterioration of the
Lender's collateral through the continued unauthorized use of cash
collateral.

A copy of the Motion is available for free at
https://bit.ly/3mPAgX4 from PacerMonitor.com.

                 About 1900 Orchard Holdings, LLC

1900 Orchard Holdings LLC is a Single Asset Real Estate debtor. It
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. N.Y. Case No. 21-40529) on February 28, 2021. In the
petition signed by FIA Capital Partners by David Goldwasser,
manager and restructuring officer, the Debtor disclosed up to $10
million in both assets and liabilities.

Judge Elizabeth S. Stong oversees the case.

Kevin J. Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP is the
Debtor's counsel.

Wells Fargo Bank, National Association, as Trustee, for the Benefit
of the Holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2016-C7, is represented by:

     Christopher P. Schueller, Esq.
     BUCHANAN INGERSOLL & ROONEY PC
     640 5th Avenue, 9th Floor
     New York, NY 10019
     Tel: (212) 440-4400
     Fax: (212) 440-4401
     E-mail: christopher.schueller@bipc.com


2374 VILLAGE: Bid to Use Cash Collateral Denied
-----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania,
has issued an order denying the motion for authority to use cash
collateral filed by 2374 Village Common Drive, LLC.

The Court says the bank accounts of 2374 Village Common Drive, LLC,
Tri-State Pain Institute, LLC, and the related entity of Greater
Erie Surgery Center, LLC will be frozen, effective immediately, and
all distributions must be approved by the Court on a piecemeal
basis going forward, upon the filing of the appropriate motion.

Counsel for the Official Committee of Unsecured Creditors of
Tri-State Pain is directed file on April 21, 2021, a chart
detailing the relationship of the related entities, in the form as
described at the hearing.

The further payments as described under the Interim Order Allowing
Use of Cash Collateral are also terminated.

A copy of the Court order is available for free at
https://bit.ly/3g6tafG from PacerMonitor.com.

                  About 2374 Village Common Drive

2374 Village Common Drive, LLC is a Pennsylvania limited liability
company, which operates its business at 2374 Village Common Drive,
Erie, Pa.  It is a single asset real estate entity under 11 U.S.C
Sec. 101(51B).  2374 Village Common Drive owns the medical facility
where Tri-State Pain Institute, LLC and Greater Erie Surgery
Center, Inc. conduct business.  

On March 5, 2021, 2374 Village Common Drive sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
21-10118).  In the petition signed by Joseph Martin Thomas, M.D.,
sole member, the Debtor disclosed assets of between $1 million and
$10 million and liabilities of the same range.  

Judge Thomas P. Agresti oversees the case.  

Michael P. Kruszewski, Esq. is the Debtor's legal counsel.



53 STANHOPE: $1.2M Unsecured Claims to Be Paid From Sale Proceeds
-----------------------------------------------------------------
53 Stanhope LLC and eight affiliated Debtors -- 325 Franklin LLC,
618 Lafayette LLC, 92 South 4th St LLC, 834 Metropolitan Avenue
LLC, 1125-1133 Greene Ave LLC, APC Holding 1 LLC; Eighteen Homes
LLC, and 1213 Jefferson LLC -- filed with the U.S. Bankruptcy Court
for the District of Southern District of New York a Third Amended
Disclosure Statement relating to their Amended Chapter 11 Joint
Plan of Reorganization.

The Debtors are unable to satisfy the claims of Brooklyn Lender LLC
(Mortgagee) and is therefore proposing to sell the Debtors'
properties pursuant to Section 363 (b) of the Bankruptcy Code and
the sale and auction procedures, and to distribute the proceeds
through a Liquidating Plan.  Proceeds from the Sec. 363 sale will
fund payments under the Plan on the Effective Date.  In the
meantime, rental income from the Debtors' properties is used to
service debt due to the Mortgagee, as well as to preserve and
protect the properties.

As told by the Troubled Company Reporter, the Bankruptcy Court
denied at the trial of the 2020 Plan, the Debtors' motion to
subordinate the Israeli Claims to shareholder status.  The
Bankruptcy Court, however, found that for Plan purposes, the Claims
would be estimated as having no value.  To the extent they may
ultimately be allowed notwithstanding, the Amended Plan modifies
the 2020 Plan by treating the Israeli Claims as General Unsecured
Claims.

Treatment of unsecured claims and interest under the Plan:

   * Allowed General Unsecured Claims in Class 4 aggregating
$1,268,154 will be paid pro-rata share of the net property sale
proceeds from the sale of the Debtors' property after payment of
Administrative Claims, Class 1 Claims, Class 2 Claims, Class 3
Claims and Priority Tax Claims, up to the allowed amount of its
Class 4 Claim plus interest at the applicable contractual rate as
it accrues from the Petition Date through the date of payment.
  
   * Allowed Interest Holders Claims in Class 5 will be paid a
pro-rata share in the net property sale proceeds from the sale of
the Debtors' property, after Administrative Claims, Class 1 Claims,
Class 2 Claims, Class 3 Claims, Class 4 Claims and Priority Tax
Claims, have been paid.  

The Debtors will be soliciting votes on the Plan only from Class 4
and Class 5 claims since all other creditors are deemed unimpaired
under the Plan.  The Debtors intend to invoke the cramdown
provisions of Section 1129(b) as to any impaired class that does
not accept the Plan.  The Debtors' cases have not been
substantively consolidated.

The Debtors are aware of no litigation with third parties, except
the Mortgagee's foreclosure which will be moot upon payment under
the Plan, (b) motion to reopen a dismissed Federal Court action
interposed by certain alleged interest holders.

Tenant leases will be deemed assumed and assigned to the approved
purchaser(s) of the Debtors' properties under Sections 365 and 1123
of the Bankruptcy Code.  Except for any other executory contracts
that a Debtor assumes before the confirmation date, all other
executory contracts will be rejected under the Plan on the
Effective Date pursuant to Sections 365 and 1123 of the Bankruptcy
Code.

Mr. David Goldwasser, authorized signatory of GC Realty Advisors,
LLC, as vice president of each Debtor will remain in said position
post-confirmation.

A copy of the Debtors' Third Amended Disclosure Statement is
available free of charge at https://bit.ly/3dn60zH from
PacerMonitor.com.

                     About 53 Stanhope LLC

53 Stanhope LLC and 17 affiliates are primarily engaged in renting
and leasing real estate properties.

53 Stanhope LLC and its affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019.  The petitions
were signed by David Goldwasser, authorized signatory of GC Realty
Advisors.

Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtors.

Each of the Debtors is an affiliate of 73 Empire Development LLC,
which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19
22285) on Feb. 21, 2019.  Its case is not jointly administered with
those of the Debtors.  

Backenroth Frankel also serves as counsel to 73 Empire Development.


53 STANHOPE: Affiliates Get $15-Mil Exit Financing to Pay Claims
----------------------------------------------------------------
D&W Real Estate Spring LLC, and Meserole and Lorimer LLC,
affiliates of 53 Stanhope LLC, filed with the U.S. Bankruptcy Court
for the District of Southern District of New York a Third Amended
Disclosure Statement in connection with their Amended Chapter 11
Joint Plan of Reorganization.

The Debtors disclosed that they have obtained a $15,000,000 exit
financing from an affiliate of Maguire Capital Group LLC to pay all
creditors the Allowed Amounts of their claims under their
respective Plan, including Mortgagee Brooklyn Lender LLC's claims
at the non-default contract rate through maturity, and at the post
maturity default rate for the post-maturity period.  

Borrowers under the Exit Financing are 10 newly formed, single
purpose entities to be structured as a bankruptcy-remote entity.
The Lender is willing to commit $600,000 over the proposed total
loan amount if the Court rules a higher total pay-off amount.  The
Exit Financing is payable in 12 months with interest at a floating
rate of One Month LIBOR + 10.00% with a floor of 10.  The Borrowers
shall pay a 2% origination fee and an additional 1% of the
then-outstanding loan amount on the six-month anniversary of
closing.  An exit fee equal to 1% of the loan amount will be due on
any prepayment and/or repayment of the loan including pay-off at
maturity and shall be paid, pro rata, in connection with any
partial prepayments of the Loan.

In the meantime, rental income from the Debtors' properties is used
to service the debt to Mortgagee, and protect the properties.

The Plan provides that holders of Class 4 General Unsecured Claims
are entitled to payment in cash of their Allowed Amount on the
Effective Date, plus interest at the legal rate from the Petition
Date through the date of payment.  Class 4 creditors, however, may
elect to take New Owner interests in the New Owner succeeding the
Debtor against which the claimant holds an allowed claim, in lieu
of cash payment.

A copy of the Debtors' Third Amended Disclosure Statement is
available for free at https://bit.ly/3gecanz from
PacerMonitor.com.

                     About 53 Stanhope LLC

53 Stanhope LLC and 17 affiliates are primarily engaged in renting
and leasing real estate properties.

53 Stanhope LLC and its affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019.  The petitions
were signed by David Goldwasser, authorized signatory of GC Realty
Advisors.

Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtors.

Each of the Debtors is an affiliate of 73 Empire Development LLC,
which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19
22285) on Feb. 21, 2019.  Its case is not jointly administered with
those of the Debtors.  

Backenroth Frankel also serves as counsel to 73 Empire
Development.



53 STANHOPE: Interest Holders to Fund Affiliates' Plan Payments
---------------------------------------------------------------
55 Stanhope LLC and six affiliated debtors -- 119 Rogers LLC, 127
Rogers LLC, C & YSW, LLC, Natzliach LLC, 106 Kingston LLC, and 167
Hart LLC -- filed with the U.S. Bankruptcy Court for the District
of Southern District of New York a Third Amended Disclosure
Statement in support of their Amended Chapter 11 Joint Plan of
Reorganization.

The Amended Plan, among others, provides that:

   * Class 4 Allowed General Unsecured Claims aggregate
approximately $18,432 plus the $2,500,000 Claim asserted by Joseph
Wagshall against C&YSW and Natzliach.  The Class 4 Allowed Claims
will be paid in cash on the Effective Date, plus interest at the
legal rate as it accrues from the Petition Date through the date of
payment unless eligible Class 4 Creditors elect, in lieu of cash
payment, to take New Owner Interests in the New Owner succeeding
the Debtor against which the Claimant holds an Allowed Claim.
Class 4 Claims are unimpaired.

   * All Class 5 Allowed Interest Claims, on the Effective Date,
will be canceled and Class 5 Claim holders will be entitled to New
Owner Interests under the same terms as their existing Interests in
the Debtors subject to dilution pro rata by the New Owner Interests
distributed to holders of Class 4 Claims who opt to receive New
Owner Interests instead of cash payment.  Class 5 Interest Claims
are impaired under the Plan.  The Debtors, therefore, will be
soliciting votes on the plan from Class 5 Interest Claim Holders
because all other creditors are deemed unimpaired under the Plan.

Effective Date payments under the Plan will be paid from a cash
contribution to be funded by Interest holders.  Post-confirmation,
the Debtors will service debt from their net operating income.  On
or before maturity of the Mortgagee Brooklyn Lender LLC's loans,
however, the Debtors propose to refinance or sell certain of their
properties.

Management of the Debtors shall remain unchanged after confirmation
of the Plan.  Each Debtor is currently managed by David Goldwasser,
authorized signatory of GC Realty Advisors, LLC, as vice
president.

55 Stanhope, et. al., are affiliated with 53 Stanhope LLC.  A copy
of the Debtors' Third Amended Disclosure Statement is available for
free at https://bit.ly/3e2vul3 from PacerMonitor.com.

The Debtors' counsel:
   Mark Frankel, Esq.
   Backenroth Frankel & Krinsky, LLP
   800 Third Avenue
   New York, New York, 10022,
   Telephone: (212) 593-1100

                      About 53 Stanhope LLC

53 Stanhope LLC and 17 affiliates are primarily engaged in renting
and leasing real estate properties.

53 Stanhope LLC and its affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019.  The petitions
were signed by David Goldwasser, authorized signatory of GC Realty
Advisors.

Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtors.

Each of the Debtors is an affiliate of 73 Empire Development LLC,
which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19
22285) on Feb. 21, 2019.  Its case is not jointly administered with
those of the Debtors.  

Backenroth Frankel also serves as counsel to 73 Empire Development.


53 STANHOPE: Mortgagee Pushes for Approval of Liquidation Plan
--------------------------------------------------------------
Brooklyn Lender LLC told the Bankruptcy Court that 53 Stanhope LLC,
et al.'s argument, that the Second Amended Plans provide for prompt
consummation and preservation of value for all parties in interest,
is misleading and irrelevant.

"First, they suggest that the 55 Stanhope Plan provides for
reinstatement of Brooklyn Lender.... This is inaccurate as the 55
Stanhope Plan on its face does not comply with the standard for
reinstatement and leaves Brooklyn Lender impaired, while also
failing to disclose how it will fund payments to other creditors,"
Matthew B. Stein, Esq., at Kasowitz Benson Torres LLP, counsel to
the Mortgagee, argues.  Mr. Stein also contends that the Debtors'
statement about having obtained financing to pay off the balances
due, including default interest, is misleading because the
purported financing provides insufficient funds to fund
distribution to creditors.

Brooklyn Lender filed with the Court a reply in support of the
Chapter 11 Plan of Liquidation of 53 Stanhope LLC and its
affiliated Debtors, of which Plan Brooklyn Lender is the proponent.
Accordingly, Brooklyn Lender asks the Court to approve the
Disclosure Statement in support of a Chapter 11 Plan of Liquidation
of the Debtors.

A copy of the reply is available for free at https://bit.ly/3mPgf30
from PacerMonitor.com.

                      About 53 Stanhope LLC

53 Stanhope LLC and 17 affiliates are primarily engaged in renting
and leasing real estate properties.

53 Stanhope LLC and its affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019.  The petitions
were signed by David Goldwasser, authorized signatory of GC Realty
Advisors.

Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtors.

Each of the Debtors is an affiliate of 73 Empire Development LLC,
which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19
22285) on Feb. 21, 2019.  Its case is not jointly administered with
those of the Debtors.  

Backenroth Frankel also serves as counsel to 73 Empire Development.


53 STANHOPE: Refutes Mortgagee Objection on Plan Feasibility
------------------------------------------------------------
53 Stanhope LLC and its affiliated debtors (in reply to the
objection of Mortgagee Brooklyn Lender, LLC to the Debtors' Second
Amended Disclosure Statements) contend that the Reinstatement Plan
and the Refinance Plan pay creditors in full, and the Liquidation
Plan distributes sale proceeds as required in a Chapter 11
liquidation.

The Debtors pointed out that the Mortgagee's alleged plan
feasibility concerns are resolved by revisions in the Third Amended
Plans and Disclosure Statements providing for (a) a $600,000
increase in the loan commitment for the Refinance Plans, (b)
establishment of a $1,000,000 escrow for Interest Holder new value
contributions for the Refinance and Reinstatement Plans, and the
(c) the formal retention of Rosewood Realty to market and sell
under the Liquidation Plans.  Voting, therefore, is akin to a
formality under the Plans, the Debtors said.

The Mortgagee is seeking payment of $4,500,000 in legal fees and
asserts that the Plans are not feasible because the Debtors cannot
afford to pay the $4,500,000 demanded.  The Debtors intend to
object to the legal fees, but for purposes of the Disclosure
Statement, said the fees should be largely limited to the issues
upon which it prevailed, i.e. maturity defaults and unauthorized
subordinate mortgage defaults, to the extent the Mortgagee is
entitled to legal fees.

Accordingly, the Debtors assert that the Disclosure Statements
should be approved.

A copy of the objection is available free of charge at
https://bit.ly/3afvrl0 from PacerMonitor.com.

                      About 53 Stanhope LLC

53 Stanhope LLC and 17 affiliates are primarily engaged in renting
and leasing real estate properties.

53 Stanhope LLC and its affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019.  The petitions
were signed by David Goldwasser, authorized signatory of GC Realty
Advisors.

Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtors.

Each of the Debtors is an affiliate of 73 Empire Development LLC,
which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19
22285) on Feb. 21, 2019.  Its case is not jointly administered with
those of the Debtors.  

Backenroth Frankel also serves as counsel to 73 Empire Development.


ABRI HEALTH CARE: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:

      Debtor                                       Case No.
      ------                                       --------
      Abri Health Care Services, LLC               21-30700
      600 North Pearl Street, Suite 1050
      Dallas, TX 75201

      Senior Care Centers, LLC                     21-30701
      600 North Pearl Street, Suite 1050
      Dallas, TX 75201

Business Description: Founded in 2009, Abri Health Care Services,
                      LLC -- https://abrihealthcare.com -- offers
                      skilled nursing services, short-term
                      rehabilitation, long-term care, and assisted

                      living in over 22 locations across Texas.

Chapter 11 Petition Date: April 16, 2021

Court: United States Bankruptcy Court
       Northern District of Texas

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Liz Boydston, Esq.
                  Savanna Barlow, Esq.
                  Trinitee G. Green, Esq.
                  POLSINELLI PC
                  2950 N. Harwood, Suite 2100
                  Dallas, Texas 75201
                  Tel: (214) 661-5557
                  Tel: (214) 397-0030
                  Fax: (214) 397-0033   
                  E-mail: lboydston@polsinelli.com
                         sbarlow@polsinelli.com
                         tggreen@polsinelli.com

                           - and -

                  Jeremy R. Johnson, Esq.
                  Stephen J. Astringer, Esq.
                  POLSINELLI PC
                  600 3rd Avenue, 42nd Floor
                  New York, New York 10016  
                  Tel: (212) 684-0199
                  Fax: (212) 684-0197            
                  E-mail: jeremy.johnson@polsinelli.com
                          sastringer@polsinelli.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petitions were signed by Kevin O'Halloran, chief executive
officer.

Full-text copies of the petitions are available for free at
PacerMonitor.com at:

https://www.pacermonitor.com/view/FLI7NDY/Abri_Health_Care_Services_LLC__txnbke-21-30700__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/F4FXOAI/Senior_Care_Centers_LLC__txnbke-21-30701__0001.0.pdf?mcid=tGE4TAMA

Consolidated List of Debtors' Four Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. TXMS Real Estate                   Trade Debt        $2,494,717
Investments, Inc.
2829 Townsgate Rd., #350
Westlake Village, CA 91361

2. Centurylink                        Trade Debt          $153,334
Attn: Legal-Bankruptcy Dept.
1025 El DoradoBlvd.
Broomfield, CO 80021

3. Cogent Communications, Inc.        Trade Debt           $23,229
P.O. Box 791087
Baltimore, MD 21217-1087

4. Birch Communications               Trade Debt            $1,576
Attn: Nicole Scarberry-McKee
1301 Chestnut
Emporia, KS 66801


ADAMIS PHARMACEUTICALS: Widens Net Loss to $49.4 Million in 2020
----------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $49.39 million on $16.53 million of net revenue for the
year ended Dec. 31, 2020, compared to a net loss of $27.51 million
on $22.11 million of net revenue for the year ended Dec. 31, 2019.

"Adamis made significant advancements over the past year and that
momentum has carried over into 2021," stated Dennis J. Carlo,
Ph.D., president and chief executive officer of Adamis
Pharmaceuticals.  "We completed the transition of SYMJEPI to our
new commercial partner, US WorldMeds, and we look forward to its
continued market penetration and sales growth in 2021.  As we
announced earlier this week, we recently met with the FDA to
discuss the regulatory path forward for ZIMHI in the treatment of
opioid overdose, and we intend to resubmit our NDA to the FDA.  We
also intend to commence our Phase 2/3 clinical trial for Tempol in
the second quarter of this year, to evaluate the use of Tempol for
the prevention of hospitalization of patients with COVID-19.
Earlier this year, we completed an underwritten public offering
that raised net proceeds of approximately $48.6 million, which
provides the financial flexibility we need to move our programs
forward.  Adamis has an opportunity to reach several meaningful
inflection points that could make 2021 a transformative year for
the company."

As of Dec. 31, 2020, the Company had $30.87 million in total
assets, $27.37 million in total liabilities, and $3.50 million in
total stockholders' equity.

Selling, general and administrative expenses for the years ending
Dec. 31, 2020 and 2019 were approximately $30.6 million and $25.3
million, respectively.  The increase was primarily due to the $7.9
million contingent liability related to the Nephron litigation,
offset by the decreases in selling expenses at USC.

Research and development expenses were approximately $8.3 million
and $10.4 million for the years ended Dec. 31, 2020 and 2019,
respectively.  The decrease was primarily due to a decrease in
development expense for the company's pipeline candidates.

Cash and equivalents at the end of the year was approximately $6.9
million.  In January and February 2021, the company received
approximately $5.9 million and $48.6 million from the exercise of
warrants and an equity financing transaction, respectively.

San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 15, 2021, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.

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

https://www.sec.gov/Archives/edgar/data/887247/000138713121004529/admp-10k_123120.htm

                       About Adamis Pharmaceuticals

Adamis Pharmaceuticals Corporation --
http://www.adamispharmaceuticals.com-- is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
respiratory disease, allergy and opioid overdose.  The company's
SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine)
Injection 0.15mg products were approved by the FDA for use in the
emergency treatment of acute allergic reactions, including
anaphylaxis.


ADVANCED DRAINAGE: Moody's Raises CFR to Ba1 on Good Liquidity
--------------------------------------------------------------
Moody's Investors Service upgraded Advanced Drainage Systems,
Inc.'s (ADS) Corporate Family Rating to Ba1 from Ba2 and
Probability of Default Rating to Ba1-PD from Ba2-PD. Moody's also
upgraded the ratings on ADS' secured bank credit facility to Baa3
from Ba1 and its senior unsecured notes to Ba2 from B1. The outlook
is stable. The company's speculative grade liquidity rating remains
SGL-1.

The upgrade of ADS' CFR to Ba1 from Ba2 reflects Moody's
expectation that ADS will benefit from end market dynamics that
support growth while maintaining robust operating performance.
Additionally, ADS has paid down nearly $300 million in debt from
cash flow since acquiring Infiltrator Water Technologies LLC
(Infiltrator) in mid-2019. These factors and ongoing conservative
financial policies, including maintaining low leverage over the
next two years, support the ratings upgrade.

The stable outlook reflects Moody's expectation that ADS will
continue to follow conservative financial including reinvesting in
the business with additional capital expenditures, pursuing bolt-on
acquisitions versus large transformative transactions and
potentially using some free cash flow for share repurchases. Very
good liquidity and positive end market dynamics further support the
stable outlook.

The following ratings are affected by the action:

Upgrades:

Issuer: Advanced Drainage Systems, Inc.

Corporate Family Rating, Upgraded to Ba1 from Ba2

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

Senior Secured 1st Lien Term Loan B, Upgraded to Baa3 (LGD3) from
Ba1 (LGD3)

Senior Secured Revolving Credit Facility, Upgraded to Baa3 (LGD3)
from Ba1 (LGD3)

Gtd. Global Notes, Upgraded to Ba2 (LGD5) from B1 (LGD5)

Outlook Actions:

Issuer: Advanced Drainage Systems, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

ADS' Ba1 CFR reflects Moody's expectation that the company will
benefit from expansion in the domestic construction industry, which
is showing relative strength. ADS derives about 92% of its revenue
from non-residential and residential construction as well as
spending for infrastructure programs. Moody's projects that ADS
will maintain solid credit metrics, such as adjusted free cash
flow-to-debt sustained above 15%. Moody's also forecasts ongoing
robust operating performance with adjusted EBITDA margin sustained
at about 24% (Moody's calculation), modestly lower than the 25% for
LTM Q3 2021 (December 31, 2020). Even though construction spending
currently supports growth, this industry is highly volatile and
poses the most significant credit risk to ADS.

ADS' SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation that ADS will generate consistent free cash flow in
excess of $150 million in fiscal years 2022 and 2023 ending March
31. Significant cash on hand, ample revolver availability and no
near-term maturities contribute to ADS' very good liquidity
profile.

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

Factors that could lead to an upgrade:

Debt-to-LTM EBITDA is sustained below 2.0x

EBITDA margin sustained near 25%

Preservation of very good liquidity

A capital structure that ensures maximum financial flexibility

Maintain conservative financial policies

Factors that could lead to a downgrade:

Debt-to-LTM EBITDA is sustained above 3.5x

Significant contraction in operating margins

The company's liquidity profile deteriorates

Aggressive acquisition or returns to shareholders

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

Advanced Drainage Systems, Inc., headquartered in Hilliard, Ohio,
is a manufacturer of plastic pipes ranging in size from two inches
to five feet and provides other stormwater management products and
drainage solutions throughout North America and Mexico. ADS also
manufacturers on-site septic systems for new and existing homes in
the US and Canada through Infiltrator Water Technologies LLC,
acquired on July 31, 2019.


AHI ESTATE: First Amended Plan Confirmed by Judge
-------------------------------------------------
Judge James M. Carr has entered an order confirming the First
Amended Chapter 11 Plan of debtor AHI Estate, LLC, formerly known
as Auxilius Heavy Industries, LLC.

On March 15, 2021, the Debtor filed its Immaterial Modification.
The Immaterial Modification changed certain aspects of the Plan
only with respect to the claims of IRS by changing the Plan's
provisions for periodic payments due and the result of any default
by the Debtor in making such payments.

The specific treatment of claims under the Plan, as modified by the
confirmation hearing:

     * Claims representing incurred in the ordinary course of
business of the Debtor shall be paid in full and performed by the
Debtor or Reorganized Debtor in accordance with the terms of
conditions of the particular transactions and any applicable
agreements.

     * Class 1 consists of Allowed Unsecured Priority Claims,
including Allowed Unsecured Priority Claims of Governmental Units.
Allowed Unsecured Priority Claims shall be paid pro rata by Debtor
to the extent of funds remaining after of administrative claims on
or before the later of the Effective Date and the date that such
Allowed Unsecured Priority Claim becomes an Allowed Claim.

     * Class 2 consists of the Allowed General Unsecured Claims,
which includes all Schedule F general unsecured claims, deficiency
claims of secured creditors, and lease rejection claims.  Under the
Plan, the Debtor shall pay all administrative claims in full, then
shall distribute the remaining funds on hand, if any pro rata first
to priority claims then pro rata to all creditors holding Allowed
Unsecured Claims on the effective date.

A full-text copy of the Plan Confirmation Order dated April 13,
2021, is available at https://bit.ly/3tp1hTZ from PacerMonitor.com
at no charge.

Attorney for the Debtor:

     KC Cohen, Esq.
     KC COHEN, LAWYER, PC
     151 N. Delaware St., Ste. 1106
     Indianapolis, IN 46204-2573
     Tel: 317-715-1845
     E-mail: kc@esoft-legal.com

                About Auxilius Heavy Industries

Based in Carmel, Indiana, Auxilius Heavy Industries, LLC, is a
privately held company that operates in the wind industry.  The
company offers wind turbine services, including blade inspections
and repairs, end of warranty inspections, turbine cleaning, and
supplemental manning.  The company serves wind farms located in the
following states: California, Colorado, Illinois, Indiana, Iowa,
Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also
has offices located in Los Angeles, Calif.; Bradfod, Ill., and
Fowler, Ind.

Auxilius Heavy Industries filed for chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 20-01963) on March 26, 2020,
with total assets of $639,911 and total liabilities of $2,025,877.
The petition was signed by Michael Kidwel, president.

The Hon. James M. Carr presides over the case.  

The Debtor tapped KC Cohen, Lawyer, PC, as its legal counsel and
Sanders Tax Service as its accountant.  Ken Wolff and Stan Mills of
Richey, Mills & Associates, LLP, serve as the Debtor's financial
advisor and forensic accountant, respectively.

                          *     *     *

Auxilius Heavy Industries won approval to sell substantially all of
its assets to Kachina Consulting, LLC, for $1.65 million.  It also
won approval to sell its accounts receivable to Kachina Consulting
for 82.5% of the actual outstanding balance of the accounts.  As
part of the sale process, the Debtor sold its name to the buyer for
use as a trade style, and accordingly changed its name to AHI
Estate, LLC.


ALLEGIANT TRAVEL: S&P Raises ICR to 'B+' on Improving Demand
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Allegiant
Travel Co. to 'B+' from 'B' and its issue-level rating on its $545
million term loan B and $150 million senior secured notes to 'BB-'
from 'B+'. S&P's '2' recovery rating on the debt is unchanged.

The stable outlook reflects S&P's expectation that, despite the
continued uncertainty around the course of the pandemic and its
effect on domestic air travel, Allegiant's credit measures will
remain commensurate with the current rating.

S&P said, "We believe Allegiant will continue to benefit from its
predominantly domestic route network and focus on leisure
travel.Although Allegiant Travel Co.'s revenue and earnings were
impaired by the steep decline in the demand for air travel due to
the COVID-19 pandemic in 2020, they were stronger than those of
most other rated U.S. airlines. As an ultra-low-cost carrier with a
predominantly domestic route network focused on small- and midsize
leisure destinations (with low or no competition in many cases),
the company has benefited from a relatively less severe decline in
its demand and revenue. Allegiant is the only rated U.S. airline
that reported positive EBITDA in 2020 having also been able to
effectively reduce its operating expenses in response to the weaker
demand environment.

"We expect the U.S. to achieve widespread vaccination against the
coronavirus by the third quarter, which will support a substantial
rebound in the demand for domestic leisure travel. However, the
recovery in business and international travel will be slower given
our expectation that the restrictions on international travel will
remain in place for a longer period. Due to its focus on the
domestic leisure segment, we believe Allegiant will continue to
benefit from positive demand trends.

"Therefore, we expect the company to report a sizeable profit in
2021, albeit still below 2019 levels. This compares with its $184
million loss in 2020 (which was also negatively affected by
impairment charges of about $164 million related to the Sunseeker
real estate development project).

Allegiant's debt burden did not increase substantially over the
last year, which is supporting its credit metrics.In 2020, the
company benefited from inflows from the federal PSP grants as well
as tax refunds of about $95 million because of the net operating
loss carryback provisions under the Coronavirus Aid, Relief, and
Economic Security (CARES) Act. Additionally, Allegiant improved its
operating efficiency by implementing various cost-reduction
initiatives. The company also lowered its capital spending to about
$280 million in 2020 from over $500 million in 2019. Therefore,
despite a severe decline in its operating cash flows, Allegiant's
debt (on an S&P Global Ratings-adjusted basis) increased by only
about 20% in 2020 while its reported net debt was comparable to its
2019 levels. S&P expects the company's relatively lower debt burden
to support a continued improvement in its credit metrics through
2022 as its operating performance gradually strengthens over that
period.

S&P said, "We forecast Allegiant's funds from operations (FFO) to
debt will be in the mid-20% area in 2021 and the low-20% area in
2022. Our estimate of the company's FFO in 2021 includes over $100
million of tax refunds related to losses in 2020, which the company
expects to receive in the first half of 2021, as well as expected
inflows from the second and third rounds of the federal PSP (which
we treat as an offset to its operating expenses). Excluding the tax
refunds, we forecast Allegiant's FFO to debt will be about 20% in
2021.

"We continue to assess Allegiant's liquidity as adequate.We expect
the company's sources of liquidity to be about 3.0x its uses over
the next 12 months. As of Dec. 31, 2020, Allegiant had over $385
million of cash and equivalents (excluding $300 million of minimum
liquidity it is required to maintain under the covenants on its
credit facilities). We also expect it to generate FFO of more than
$400 million over the next 12 months, which includes over $100
million of tax refunds as well as its expected inflows from the
second and third rounds of the PSP. The company's uses of liquidity
over the next 12 months include contractual capital spending of
about $65 million, debt repayment of about $220 million, and
working capital requirements.

"The stable outlook on Allegiant reflects that, despite the effect
of the COVID-19-related headwinds on its operations, we believe its
credit metrics will remain consistent with the current rating,
including FFO to debt in the mid-20% area in 2021 (benefiting from
PSP proceeds and tax refunds) and the low-20% area in 2022.
Excluding the tax refunds, we expect the company's FFO to debt to
be about 20% in 2021.

"We could lower our rating on Allegiant over the next 12 months if
the recovery in its demand is weaker than we anticipate, causing it
to maintain FFO to debt in the mid-teens percent area for a
sustained period. We could also lower our rating if we believe it
will face a period of prolonged operational weakness that
negatively affects its liquidity position.

"We could raise our rating on Allegiant over the next year if the
recovery in its demand is stronger than we anticipate such that we
believe its FFO to debt will improve to the high-20% area on a
sustained basis. We would also need to expect that the company's
liquidity position would remain adequate before raising our
rating."



ALPINE US: Moody's Assigns First Time 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Alpine US
Bidco LLC, including a B2 Corporate Family Rating and B2-PD
Probability of Default Rating. Moody's also assigned ratings to the
company's proposed secured debt instruments, including B1 debt
ratings on a $100 million five-year first-lien revolving credit
facility and a $325 million seven-year first-lien term loan; and a
Caa1 debt rating on a $125 million eight-year second lien term
loan. The outlook is stable.

Proceeds from the $450 million of term loans will be used to
partially fund the company's $850 million acquisition of the North
American bakery operations of Aryzta AG. The $100 million revolving
credit facility will be undrawn at closing. The remaining amount of
the purchase price will be funded by Alpine's sponsor, private
equity firm Lindsay Goldberg, which together with co-investors,
will contribute approximately $400 million in cash equity. The
transaction is expected to close in the company's fiscal fourth
quarter ending July 2021.

Closing leverage, as measured by debt/EBITDA, will approximate 5.5x
at closing, based on Moody's analytic adjustments. This amount of
leverage is high but manageable, and Moody's expects leverage to
decline steadily over the next two years. Earnings volatility could
be elevated over the next year as Alpine completes its separation
from Switzerland based Aryzta AG and the negative effects of
COVID-19 on customer demand abate. Approximately 75% of Alpine's
sales are derived from foodservice channels, of which over 70%
represents sales to quick-serve restaurants.

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: Alpine US Bidco LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Multicurrency Revolving Credit Facility, Assigned
B1 (LGD3)

Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3)

Senior Secured 2nd Lien Term Loan, Assigned Caa1 (LGD6)

Outlook Actions:

Issuer: Alpine US Bidco LLC

Outlook, Assigned Stable

The $425 million of proposed first-lien debt instruments in the
capital structure are rated B1, which is one notch higher than the
B2 Corporate Family Rating. This notching reflects the loss
absorption provided by the proposed $125 million of second-lien
term loans. Correspondingly, the proposed second-lien term loans
are rated Caa1, two notches below the Corporate Family Rating,
reflecting their subordinated lien on the collateral relative to
the first-lien debt instruments that would weaken recovery for the
second lien term loan in the event of a default.

RATINGS RATIONALE

Alpine's B2 CFR rating reflects its high financial leverage at
closing, modest scale, thin operating profit margins and narrow
product categories within the food processing sector. The rating
also reflects high execution risk related to the proposed
transitioning of the carve-out acquisition into a standalone
operation. Alpine's ratings are supported by its leading market
positions in US foodservice artisan bread, cookies and muffins,
good liquidity and improving operating conditions. Moody's
anticipates that Alpine will generate over $20 million in free cash
flow annually, which will provide for planned internal growth
investments and steady debt reduction. The company's private equity
ownership creates event risk reflecting to possible future
debt-financed acquisitions or shareholder distributions. However,
this financial policy risk is partially balanced against the
sponsor's significant cash equity contribution and its previous
history with the acquired assets, which will support a successful
transition.

Moody's estimates that approximately 50% of Alpine's sales are
generated through assets of the former Fresh Start Bakeries, an
international bakery business that Lindsay Goldberg sold to Aryzta
AG in 2010 for approximately $1 billion.

In recent years, earnings in the North America bakery operations
under previous ownership have suffered due to poor execution that
led to integration challenges and customer wallet share losses.
Moreover, over the past year, sales have been negatively affected
by lower foodservice sales due to the pandemic. Recent trends have
been improving, reflecting the completion of strategic portfolio
pruning, better business execution, and a gradual recovery in
away-from-home dining. Moody's assumes that related recent
improvement in EBITDA will continue under Lindsay Goldberg's
ownership through fiscal 2022 and remain at least stable
thereafter.

ESG CONSIDERATIONS

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
consumer sectors from the current weak U.S. economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous, and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under Moody's ESG
framework, given the substantial implications for public health and
safety.

Governance risks are higher than average due to Alpine's private
equity ownership. Moody's expects that financial policies will
remain aggressive with possibly sustained high leverage and the
potential for debt funded acquisitions and cash distributions.
However, Moody's also expects that Alpine will benefit from Lindsey
Goldberg's sector knowledge, operational expertise and familiarity
with specific acquired assets.

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

The stable outlook reflects Moody's expectation that the company
will successfully execute the transition to a standalone operation
and generate positive free cash flow of $20 million or more, that
revenue and earnings will continue to recover along with a rebound
in foodservice volumes, and that debt/EBITDA will remain below 6.0x
during the transition and steadily decline thereafter.

Ratings could be upgraded if Alpine achieves steadily improving
operational performance, reduces debt/EBITDA below 4.0x, and
maintains good liquidity, including generating annual free cash
flow in excess of $30 million. Ratings could be downgraded if major
operating challenges arise, liquidity erodes, or financial policy
becomes more aggressive. Quantitatively, a downgrade could occur if
the company fails to maintain debt/EBITDA below 6.0x.

The proposed first-lien credit agreement contains provisions for
incremental debt capacity up to the greater of $85 million and 100%
of consolidated pro forma trailing four quarter EBITDA, plus
unlimited first-lien debt subject to a pro forma first-lien net
leverage not to exceed the first-lien net leverage ratio at closing
(for pari passu secured debt). Amounts up to the greater of $85
million and 100% of consolidated pro forma trailing four quarter
EBITDA may be incurred with an earlier maturity date than the
initial term loans. The credit agreement permits the designation of
unrestricted subsidiaries and the transfer of assets to
unrestricted subsidiaries, subject to a "blocker" provision that
prohibits the ownership of intellectual property that is material
to the operations of Alpine US Bidco LLC and its restricted
subsidiaries, taken as a whole, by unrestricted subsidiaries, and
the limitations and baskets in the negative covenants. Non-wholly
owned subsidiaries are not required to provide guarantees. A
guarantor that becomes a non-wholly owned subsidiary as a result of
a permitted transaction may be released from its guaranty, subject
to such a transaction not being undertaken for the primary purpose
of obtaining such release. Canadian restricted subsidiaries will be
gaurantors, subject to a release of the guaranty if the
continuation of the guaranty would result in material and adverse
tax consequences to Alpine US Bidco LLC or any of its restricted
subsidiaries.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.


APPLOVIN CORP: Moody's Retains B1 CFR Amid Recent IPO
-----------------------------------------------------
Moody's Investors Service said that the recent IPO of AppLovin
Corporation meaningfully enhances liquidity and is credit positive.
After full repayment of $400 million of revolver borrowings, the
remainder of net proceeds from the IPO exceeds $1.3 billion and
will be added to cash balances and earmarked to fund general
corporate purposes including working capital, growth investments,
and acquisitions.

AppLovin's B1 Corporate Family Rating and stable outlook are
unchanged given AppLovin has been very acquisitive and Moody's
expects excess cash will be used to fund continued growth
investments including deferred acquisition cost liabilities ($185
million as of December 2020) and future acquisitions. As a publicly
traded company, AppLovin is now able to fund at least a portion of
future acquisitions with public equity, if desired.

Moody's expects continued organic revenue and profit growth will
bring adjusted leverage below Moody's 4.5x downgrade trigger by
mid-2021 with adjusted EBITDA margins remaining above 20% and
capital expenditures of less than 2% of revenues. Moody's expects
AppLovin's overall top line and EBITDA will grow in the
double-digit percentage range supported by continued growth in
mobile publishing revenue and consumer in-app purchase sales. After
acquiring a dozen game studios, AppLovin has amassed a diversified
portfolio of mobile games primarily targeting the casual gamer. In
addition to acquiring game studios, recent acquisitions add to
AppLovin's capabilities. In August 2020, the company launched AXON,
a proprietary next-generation machine learning engine, which has
enhanced delivery of targeted ads, and in February 2021 the company
entered into an agreement to acquire Adjust GmbH, a leading mobile
app attribution, measurement, and analytics company based in
Germany.

AppLovin is a controlled company under NASDAQ corporate governance
requirements with Adam Foroughi (co-founder, CEO, and Chairperson),
Herald Chen (President and CFO), and KKR Denali Holdings, L.P. (KKR
Denali) holding all outstanding Class B super voting common shares
(20 votes per share) which provides greater than 50% voting
control. AppLovin will rely on NASDAQ controlled company exemptions
to avoid certain corporate governance requirements. Accordingly,
shareholders of AppLovin are not afforded the same protections as
shareholders of other NASDAQ-listed companies with respect to
corporate governance. Nevertheless, Moody's expects more
transparent financial reporting as well as greater accountability
to financial policies.

AppLovin Corporation, founded in 2011 with headquarters in Palo
Alto, CA, is a leader in the mobile game industry. In addition to
having acquired a dozen mobile game development studios since the
beginning of 2018, the company provides proprietary cloud-first
tools to match buyers and sellers of mobile advertising via
auctions. Moody's expects revenues pro forma for recent and pending
acquisitions will exceed $2.5 billion over the next year.


ARMAOS PROPERTY: HDDA Buying Substantially All Assets for $4.8-Mil.
-------------------------------------------------------------------
Armaos Property Holdings, LLC  ("APH") and Olympic Hotel Corp.
("OHC") ask the U.S. Bankruptcy Court for the District of
Connecticut to authorize the bidding procedures in connection with
the sale of substantially all assets to HDDA, LLC, for $4.8
million, subject to overbid.

APH owns a 140-room Baymont by Wyndham hotel located at 360 Route
12, in Groton, Connecticut (including the real property and all
furniture, fixtures and equipment and other personal property
related to the hotel).  It leases the Hotel to OHC.  OHC operates
the Hotel and as of the Petition Date employed approximately 50
people.  OHC also operates a bar and restaurant located at the
Hotel.  The Debtors have been a family-owned businesses since the
Hotel opened in 1985 (then affiliated with Best Western).

A combination of factors led to the Debtors filing their Chapter 11
cases.  The recession of 2008 hit the hotel industry.  Through the
2010s, the Debtors struggled to make up their recession related
losses and at the same time keep up with necessary renovations to
the Hotel.  Throughout this period, the Debtors were forced to take
out short-term loans at high interest rates, which severely
affected their cash flow.

In addition, the Debtors decided to switch their affiliation from
Best Western to the "Baymont by Wyndham" brand, part of the Wyndham
Hotels and Resorts portfolio of franchise brands.  The change
occurred in the first quarter of 2018.  Unfortunately, this change
took much longer than the Debtors anticipated, substantially
depressing the Debtors' revenues.  As a result of their limited
revenues during the previous periods, they had accrued obligations
that were too substantial to manage while conducting normal
operations.

While the Hotel's operations did begin to improve through 2019, the
onset of the COVID-19 coronavirus caused occupancy at the Hotel to
plummet in the Spring of 2020.  Throughout 2020, the Debtors stayed
in close contact with their senior secured lender, HDDA, LLC, as
successor in interest to Access Point Financial, LLC , regarding
the timing of a potential sale of the Hotel and exit from these
Chapter 11 cases.  For most of the year, due to the coronavirus,
the Debtors and the Senior Lender, in consultation with the
Debtors' proposed real estate broker Keen-Summit Capital Partners
LLC, agreed that it made sense to wait until the market for the
sale of the Hotel had somewhat normalized.  

In November 2020, the Debtors, in consultation with the Senior
Lender and Keen, decided to begin marketing the Hotel.  On Dec. 11,
2020, the Court entered an order approving the Debtors' retention
of Keen as their real estate broker.  After months of marketing
efforts by Keen, by the Motion the Debtors seek the following:

     A. First, at a hearing to be held as soon as practicable, the
Debtors request entry of an order approving the sale procedures;
and

     B. Second, they ask that the Court schedules the Sale Hearing
during the week ending May 7, 2021, to consider approval of (a) an
asset purchase agreement between the Debtors and a Successful
Bidder, if any, and (b) the sale of substantially all of their
assets to such Successful Bidder or the Senior Lender, free and
clear of all liens, claims, encumbrances and interests of any kind
or nature whatsoever, other than any liabilities to be assumed by
the Successful Bidder or the Senior Lender.

The Debtors propose the following timeline in connection with the
sale of the Hotel:

     a. Bid Deadline: April 23, 2021

     b. Auction: April 30, 2021
     
     c. Sale Hearing: The week ending May 7, 2021
     
     d. Closing on Sale: No later than May 24, 2021

The Debtors and their professionals have been marketing and will
continue to market the Hotel prior to the Bid Deadline.  They
reserve the right to enter into a Stalking Horse Agreement with a
qualified bidder buyer prior to the Bid Deadline, at no less than
$4.8 million, if they believe that such an agreement will further
the purposes of the sale process by enticing value-maximizing bids.
If the Debtors do seek to enter into such Stalking Horse
Agreement, they will file a supplemental motion with the Court
requesting, among other things, authority to grant the prospective
buyer under such Stalking Horse Agreement the protections
customarily provided to such buyers in such transactions.

The other salient terms of the Bidding Procedures are:

     a. Deposit: 10% of the amount of the bid

     b. Auction: The Auction will take place at 10:00 a.m. (ET) on
April 30, 2020, at the offices of Zeisler & Zeisler, P.C., 10
Middle Street, 15th Floor, Bridgeport, CT.  If the Auction cannot
be in person due to COVID-19 coronavirus related restrictions, the
Debtors will make arrangements to conduct the Auction remotely.

     c. Bid Increments: $100,000

     d. If no Qualified Bid is received by the Debtors, the Debtors
will not hold an auction and the Debtors will seek the Court's
approval to sell the Hotel to the Senior Lender.  In such
circumstances, the Senior Lender will credit bid $4.8 million.

     e. Notwithstanding the foregoing, the Senior Lender is deemed
to be a Qualified Bidder and will be entitled to (i) submit a bid
and otherwise participate in the Auction without submitting any
prior bid, notice or other document and without providing a Good
Faith Deposit and (ii) exercise its credit bid rights under section
363(k) of the Bankruptcy Code whereby, in any bid submitted by the
Senior Lender, it may "bid in" or receive credit in its bid for all
or a portion of its secured indebtedness as set forth in Claim No.
16-1, as adjusted for postpetition adequate protection payments
received by the Secured Lender, which will reduce the cash required
to be paid with respect to such bid on a dollar-for-dollar basis.

The Debtors ask the Court to authorize them to sell the Assets free
and clear of certain liens, interests and encumbrances, with liens
to attached to the proceeds of the sale.

To maximize the value received from the Hotel, the Debtors ask to
close the sale as soon as possible after the Sale Hearing.
Accordingly, they ask requests that the Court waives the 14-day
stay periods under Bankruptcy Rules 6004(h) and 6006(d).

            About Armaos Property and Olympic Hotel

Armaos Property Holdings, LLC owns a 140-room hotel located in
Groton, Conn., which is being operated by its sister company
Olympic Hotel Corporation.  Armaos and Olympic have been a
family-owned business since the hotel opened in 1985.  

Armaos Property and Olympic Hotel filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Lead Case No. 19-20134) on Jan. 30, 2019.  Michael C. Armaos,
manager, signed the petitions.

At the time of the filing, Armaos Property was estimated to have
assets and liabilities at $1 million to $10 million while Olympic
Hotel was estimated to have $50,000 to $100,000 in assets and $1
million to $10 million in liabilities.  

Judge James J. Tancredi oversees the cases.  The Debtors are
represented by James Berman, Esq., at Zeisler & Zeisler, P.C.



ARNOLD BAKER: Seeks Auction Sale of 51% Interests in Baker Ready
----------------------------------------------------------------
Arnold B. Baker asks the U.S. Bankruptcy Court for the Southern
District of Texas to authorize the auction sale of his 51%
Membership Interests and ownership in Baker Ready Mix, LLC,
together with his rights of management and control of the company.

Objections, if any, must be filed within 21 days of the date the
notice was served.

The sale of stock will be in accordance with and subject to the
terms of the Baker Ready Mix Operating Agreement including the
Right of First Refusal by WDD Investments, LLC, the Super Majority
voting Requirements, and the Tag-Along Provision regarding sale of
the 49% ownership interest.

Upon completion of stock after motion and hearing, Arnold Baker's
management rights and duties of Baker Ready Mix are terminated.  He
will then execute a formal letter of resignation as manager/member
of Baker Ready Mix.

The auction will take place at a hearing date and time to be set by
the Court and noticed by the Debtor.  

The Motion and Notice of Auction hearing will be served on those
interested persons who have appeared electronically in the case
plus any other person who has contacted Mr. Baker in writing
regarding the sale of the Ownership and Management Interests.

Credit bids against any amount due by Baker Ready Mix, the Debtor,
or any corporation, partnership, or other entity in which the
Debtor has or had an ownership interest will not be allowed.  Any
person, irrespective of whether they have a claim in the bankruptcy
case may bid.  

The minimum opening bid will be not less than $5,000, with bid
increments of not less than $2,500.  The highest bidder at the
hearing will be the winning bidder of the 51% Ownership and
Management Interests.  All bids will be cash bids payable within
three days of the auction to Arnold B. Baker, Debtor-in-Possession
by cashier's check, to be delivered to Arnold B. Baker,
Debtor-in-Possession, c/o H. Gray Burks, IV, Law Office of Gerald
M. Shapiro, LLP, 13105 Northwest Freeway, Suite 1200, Houston, TX
77040.  All bidding will be closed and the winning bid will be
declared at the conclusion of the auction hearing in the Court.
The sale will be completed upon payment by the winning bidder.

The rights and duties of the 51% Ownership and Management Interests
is subject to and set forth in the First Amended and Restated
Operating Agreement of Baker Ready Mix, LLC.  The Operating
Agreement includes that the 49% interest owner has a right of first
refusal on sale of the 51% Ownership and Management Interests, that
management rights are subject to super majority requirement of 75%
of outstanding interests, and that the minority 49% interest owner
has a Tag-along Right to sell his interest to the winning bidder
for the same price as the purchase price for the 51% Ownership and
Management Interests.

Upon completion of the sale and after Arnold Baker executes a
formal letter of resignation as manager/member of Baker Ready Mix,
management of Baker Ready Mix will be decided in accordance with
the terms and provisions of the Amended Operating Agreement.

Baker Ready Mix executed a note and security agreement to SBN V
FNBC LLC, who claims a total amount due by Baker Ready Mix of
$3,409,744.59 as of Feb. 16, 2021.  This amount does not include
any accrued and unpaid taxes of Feb. 16, 2021 due to Plaquemines
Parish, the City of New Orleans, or any other Louisiana taxing
entities.  The most recent certified appraisals of the assets of
Baker Ready Mix are found in the Certified Appraisal of Movable
Assets dated Feb. 3, 2020 prepared by Revpro and Associates; the
Certified Appraisal Report of the real property at 1118 Engineers
Road, Belle Chasse, Louisiana 70037 prepared by Pelican State Real
Property Appraisal, LLC dated Sept. 4, 2009; and the Certified
Appraisal Report for the real property at 2800 & 2829 Frenchmen
Street, New Orleans, Louisiana 70122-3631 prepared by Pelican State
Real Property Appraisal, LLC dated Sept. 4, 2009.

The appraisal amounts are: i) Movable assets - $640,020, ii)
Engineers Road property - $550,000, and iii) a complete appraisal
to Frenchmen street properties - $315,000.

Each of these three full appraisals may be requested electronically
by any interested person by submitting a request to Arnold B. Baker
c/o H. Gray Burks, IV at gburks@logs.com.  The appraisals will be
provided within five working days of request, either in hard copy,
drive, or electronic delivery such as email at Mr. Baker's
discretion.  

The two Frenchmen properties may be subject to a Triple Net Lease
between A&E Leasing, LLC and Rhino Ready Mix LLC on the 2800
Frenchmen Street and 2829 Frenchmen Street, New Orleans, Louisiana
properties.  Further information regarding the status of the Triple
Net Lease, lease payments, and current property condition may be
available from SBN through its attorney of record, Jake Airey at
jairey@shergarner.com.  

The Debtor respectfully prays that the Court (i) sets a hearing on
at least 21 days ' notice (to afford any interested person to
object to terms of the sale as set forth in the Motion and/or to
organize a purchase bid); and (ii) grants him such other relief, in
equity or at law, to which he may show himself justly entitled.

A copy of the Operating Agreement is available at
https://tinyurl.com/3vrke2nw from PacerMonitor.com free of charge.

              About Arnold B. Baker

Arnold B. Baker, dba Abbaker Enterprises, LLC, dba Arnoldbbaker,
LLC, filed voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-33465) on July 7,
2020.



ARTISAN BUILDERS: J.E.T. Buying Phoenix Property for $1.4 Million
-----------------------------------------------------------------
Artisan Builders, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to authorize the short sale of the real
property located at 2250 N. 28th Street, in Phoenix, Arizona, to
J.E.T. Real Estate Holdings, LLC, for $1.4 million, subject to
higher and better offers.

The Debtor is a homebuilder.  At the time of filing its Petition it
held title to 18 parcels of real property on most of which it had
been in the process of constructing single family residences,
including to the six lots which comprise 2250 N. 28th Street.
Construction was not complete.

The Debtor has entered into a Commercial Resale Real Estate
Purchase Contract for the sale of 2250 N. 28th Street with the
Buyer for $1.4 million.  Escrow is to close 15 days from Court
approval or 15 days of completion of due diligence, whichever is
later.  The contract calls for a 15-day due diligence period.  

America's Specialty Finance Co. issued a loan in the principal
amount of $1.3 million secured by a first position deed of trust
against the subject property.  It contends the balance currently
owed by Debtor and secured by 2250 N. 28th Street is approximately
$1.68 million.

Real Estate Finance Corp. ("REFCO") holds a second position deed of
trust, securing the principal amount of $500,000.  Of it, a 10%
interest was assigned to Beech Ridge, LLC, in exchange for its loan
of a principal amount of $50,000.

The Nirmal Trust, Divyesh Patel, Trustee, holds a third position
deed of trust, securing the principal amount of $100,000.

KJAM, LLC, holds a fourth position deed of trust, securing the
principal amount of $100,000.

On Oct. 15, 2020, the Court issued its Order Authorizing Employment
of My Home Group, LLC, and its broker, John Dyer, to list and sell
the 2250 N. 28th Street property for the Debtor.  The Listing
Agreement and Purchase Contract call for this broker and agent,
Nancie Dion, to receive a 3% commission upon a successful sale with
the Buyer's agent to also receive a 3% commission.  The Buyer is
represented by agent Shane Cook, also of My Home Group, LLC.

The real estate brokers involved in the transaction will reduce the
commissions to a combined 3.5% of the sales price to further this
transaction.  Listing broker will recover the 3.5% commission with
1% of that amount to be paid to the cooperating broker.

The contemplated sale is a short sale.  The amount due under the
secured liens exceed the purchase price and the value of the
subject property.  To allow the sale to take place, the senior
lender, ASFC, has agreed to accept the net proceeds, those
available after payoff of the commissions, closing costs, and
unpaid property taxes. The net proceeds to be distributed to ASFC
is $1,325,000.

The primary holder of the second position deed of trust, REFCO,
will release its security interest without payment.  Beech Ridge,
LLC, the 10% holder of the second position deed of trust, will
receive all proceeds after the distribution to ASFC, set forth, and
closing costs, including commissions.  It is estimated Beech Ridge,
LLC, will receive approximately $12,000.

There will be no funds available for the third or fourth position
deeds of trust holders, the Nirmal Trust and KJAM, LLC.

The Debtor understands, based on information provided to it by
ASFC, the unpaid property tax to be paid at closing of the sale is
$1,535, or similar amount.

The sale of the 2250 N. 28th Street property is a typical
transaction of the Debtor's, although unique in the sense it
comprises lots on which construction is not complete.  The sale, if
approved, will allow the pay down of the Debtor's obligations to
ASFC and a portion to Beech Ridge.  There will be no funds
available for Debtor.  

The Debtor therefore seeks Court approval of the sale in accordance
with Section 363 (f) and Bankruptcy Rule 6004.  It believes the
offer from the Buyer represents the best price obtainable for the
2250 N. 28th Street Property.  It, however, does request the sale
be subject to higher and better offers.

Upon Court approval, the 2250 N. 28th Street property will be sold
free and clear of liens, claims, and encumbrances.  The secured
lien of ASFC's will attach to the net sale proceeds in the amount
of $1,325,000.  The balance of the sales price will attach to the
Beech Ridge, lien after payment of the associated closing costs.

The Debtor suggests any party desiring to bid provide the counsel
for the Debtor with a $5,000 cashier's check, or cash, on the date
of the sale and bid increases in increments of at least $1,000.

There is no current appraisal of the property.

Finally, the Debtor requests a waiver of the 14-day stay pursuant
to Rule 6004(h) to allow the order approving the relief requested
to take effect immediately so as to allow the sale to take place on
the date set forth in the Purchase Contract or as close to it as
reasonably possible.

A copy of the Agreement is available at
https://tinyurl.com/yc2eks9w from PacerMonitor.com free of charge.


             About Artisan Builders, LLC,

Artisan Builders, LLC, located at 17916 N. 93rd Street, Scottsdale,
Arizona, is a full service general contractor specializing in
custom homes.

Artisan Builders sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 20-07501) on June 24, 2020.

The Debtor estimated assets and liabilities in the range of $1
million to $10 million.

The Debtor tapped Richard W. Hundley, Esq., at The Kozub Law Group,
PLC as counsel.

The petition was signed by James Guajardo, manager.

On Oct. 20, 2020, the Court appointed Urban Blue Realty, LLC, and
Nicolas Blue as Broker.



ASP CHROMAFLO II: Moody's Alters Outlook on B2 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service has changed the ASP Chromaflo Holdings
II, LP's outlook to negative from stable. At the same time, Moody's
has affirmed the company's B2 Corporate Family Rating, B2-PD
probability of default rating and B2 ratings ratings on the senior
secured first lien term loans and revolver under ASP Chromaflo
Intermediate Hldgs and B2 first lien term loan under ASP Chromaflo
Dutch I B.V.

"The change in outlook to negative reflects Chromaflo's higher debt
leverage after the proposed issuance of $145 million in second lien
debt to facilitate dividends payment to its shareholders," says
Jiming Zou, a Moody's Vice President and Lead Analyst on
Chromaflo.

Affirmations:

Issuer: ASP Chromaflo Holdings II, LP

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Issuer: ASP Chromaflo Intermediate Hldgs

Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)

Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2
(LGD3)

Issuer: ASP Chromaflo Dutch I B.V.

Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)

Outlook Actions:

Issuer: ASP Chromaflo Holdings II, LP

Outlook, Changed to Negative from Stable

RATINGS RATIONALE

Chromaflo's adjusted debt/EBITDA will increase to mid-six times, up
from 5.3x at the end of 2020, based on Moody's estimate. The
debt-funded dividends payment reflects the aggressive financial
policy under its private equity ownership. However, the company's
earnings resilience and low capital intensity will allow it to
generate free cash flows and reduce debt leverage towards below
6.0x in the next several years. The company has a track record of
consistent free cash flow generation and prepayment of the entire
second lien term loan during the period of 2016 to 2020. Cash
requirement for the business is relatively low because of the
asset-light nature of its colorant business.

The B2 CFR is supported by Chromaflo's diverse customer base,
geographic diversification and solid EBITDA margins thanks to its
customized and proprietary formulations of colorants for buildings,
industrial applications and thermoset plastics. Demand visibility
is supported by the residential repaint volumes and the replacement
of co-grinding by liquid colorants in EMEA and Asia. The impact
from the COVID19 pandemic has been limited for Chromaflo thanks to
its exposure to the relatively stable architectural paints, new
customer wins and cost reductions, with stable EBITDA in 2020
versus a year ago. Moody's expect 2021 earnings to improve with a
lower cost base and a gradual recovery in the industrial and
thermoset markets.

Chromaflo's rating is constrained by its elevated debt leverage,
small business scale and a focus on liquid colorant systems.
Moody's expect adjusted debt/EBITDA will remain elevated at about
six times over time, consistent with the financing strategy under
its private equity ownership. The sales of liquid colorants can be
negatively affected by extreme weather, customer insourcing, a
slowdown in industrial activities, as well as a stronger dollar.
Additionally, the company may pursue bolt-on acquisitions to
supplement its organic growth.

Chromaflo's overall environmental risk is viewed as average, as the
creation of liquid colorants and dispersions may contain waste
products and hazardous materials that are disposed and lead to
water and environmental pollution. The company did not report any
environmental liabilities as of the last twelve months ending
December 2020. Governance risks are above-average due to the risks
associated with private equity ownership, which include a limited
number of independent directors on the board, reduced financial
disclosure requirements as a private company and more aggressive
financial policies compared to most public companies.

The B2 ratings on the senior secured first lien term loan due
November 2023 and first lien revolver due November 2022 are in line
with the B2 CFR, reflecting their priority position in the debt
capital structure and the expected gradual prepayment of the more
expensive second lien debt in the coming years. The second lien
debt, which is not rated by Moody's, allows for prepayment based on
the terms and conditions reviewed by Moody's. The US first lien
term loan tranche is secured and guaranteed by the domestic subs
and a 65% pledge in equity of foreign subsidiaries, while the Dutch
first lien tranche is secured and guaranteed by foreign
subsidiaries and by the US borrower. A ratable participation and
assignment mechanism ensure equal recovery of both US and Dutch
term loans.

Chromaflo's good liquidity is supported by cash on hands ($17
million at the end of Feb 2021), the company's free cash flows and
full availability under the $50 million revolving credit facility.
The revolver will be due in November 2022. The revolver has a
springing first lien leverage ratio set at 6.35x, if utilization is
greater than 35%. Moody's expect periodic use of revolver to meet
its working capital needs given the seasonality and for small
tuck-in acquisitions. The term loan includes an excess cash flow
sweep. Effectively all of the assets are encumbered under the
senior secured facilities, leaving no sources of alternative
liquidity.

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

The negative outlook reflects the company's limited headroom within
the B2 CFR given the debt-funded dividends.

Rating upgrade is unlikely given the company's small business
scale, focus on colorants and private equity ownership. However, an
upgrade could be considered if the company improves its business
scale and diversity, maintains solid operating performance,
generates strong cash flow and reduces its debt/EBITDA below 5.0x
on a sustained basis.

Moody's could downgrade the ratings if Chromaflo's operating
performance, liquidity profile and credit metrics deteriorate. In
particular, downgrade can be triggered by diminishing free cash
flow or debt/EBITDA ratio not improving towards below 6.0x.

ASP Chromaflo Holdings II, LP (Chromaflo) is a global supplier of
liquid colorant systems for architectural and industrial coatings
and thermoset plastics end markets. Headquartered in Ashtabula,
Ohio, Chromaflo has production facilities in the US, Canada,
Mexico, Finland, the Netherlands, South Africa, Australia, India,
Malaysia and China. As of 2020, approximately 42% of the company's
revenues were generated in the U.S. and Canada, 38% in EMEA, and
20% in Asia Pacific. The company generated revenues of $340 million
in 2020. In November 2016, American Securities, partnered with
Chromaflo's management, acquired the company from its previous
owner Arsenal Capital Partners and Nordic Capital.

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


ATLAS CC: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------
Moody's Investors Service has assigned initial ratings to Atlas CC
Acquisition Corp. ("Cubic" or the "company"), including B3
corporate family and first lien credit facility ratings, and a Ba3
term loan C rating. The rating outlook is stable.

Proceeds of the first lien bank facilities, along with $2 billion
of junior debt and equity, will fund the leveraged buyout of Cubic
Corp. by Veritas Capital which the company expects to close in
mid-2021. Opening financial leverage will be elevated with
deleveraging expected over a lengthy time period, with the
substantial cash flow necessary to do so dependent on both top line
growth in contracts and effective implementation of cost reduction
programs.

RATINGS RATIONALE

The ratings, including the B3 CFR, reflect Cubic's good backlog and
promising growth potential, but leverage will be very high
initially and trailing free cash generation has been modest.
Moody's estimates that EBITDA leverage pro forma for the leveraged
buyout will exceed 9x and not decline below 7x until early 2023.
The company's $3.7 billion backlog gives revenue visibility and
reflects Cubic's good innovation and contract execution record.

Conversion of the backlog to better than historic earnings will
depend on a cost reduction initiative underway, scheduled to
conclude in FY2022. The prospect for profitability seems quite good
based on Cubic's R&D rates, technology focus and portfolio of
mostly single award contracts. But the de-leveraging will depend on
significant profitability growth by FY2023. With margin expansion
and steady revenue growth, Cubic's annual free cash generation will
exceed $175 million.

About 60% of revenue stems from fare and traffic management
programs with transit agencies, globally. Fiscal stimulus programs
are helping to shore up operating budgets of these agencies near
term. The pandemic's longer-term impact on ridership remains an
unknown and competitive intensity within Cubic's segment will
surely increase regardless. Cubic's existing contract portfolio
reflects a leading position as a technological innovator within the
space. The company's existing offerings should help favorably shape
future proposal requests.

About 40% of the revenue base stems from defense product and
service offerings with emphasis on live virtual training and
tactical communication systems. The business segment's high R&D
rate and emphasis on situational awareness within military missions
also benefits Cubic's transportation segment business. The added
revenue scale also amortizes overhead more efficiently. The segment
is mature and will grow at a low single digit percentage in coming
years.

Liquidity is good. Moody's expects Cubic will generate $70 million
of free cash near term after restructuring spending. The term loan
amortization schedule will only require $15 million near term. The
initial unrestricted cash balance will be $175 million. At this
cash level Cubic will not depend on its $225 million revolver very
much if at all. The revolver is well sized, 15% of revenue. Letter
of credit needs will double to about $200 million with the LBO but
there will be no letter of credit utlization under the revolver.
Instead, proceeds of the $300 million term loan C will fund a
restricted cash balance to provide for the letters of credit.

The rating outlook is stable because Moody's anticipates very high
financial leverage near-term that will decline but only with
significant cost reduction. The backlog gives confidence of revenue
stability over the next two to three years. The good liquidity
gives Cubic flexibility to focus on the restructuring program while
holding the contract execution standard.

The Ba3 rating of the $300 million term loan C, three notches above
the CFR, stems from its first priority lien on a like amount of
restricted cash.

The B3 rating of the other first lien facility tranches reflects
the presence of $325 million effectively junior second lien term
loan that would absorb first loss in a stress scenario. Cubic also
has $115 million of unsecured non debt claims that would likely
exist in a stress scenario.

The proposed first lien credit facilities are expected to contain
provisions for incremental debt capacity up to the Closing Date
First Lien Net Leverage Ratio plus an amount equal to the greater
of Closing Date EBITDA and 100% pro forma EBITDA (for pari passu
secured debt).

Certain amounts of the incremental, to be set forth in the final
documentation, may be incurred with an earlier maturity date than
the initial term loans.

After the transaction closes, the revolving facilities, which will
be undrawn at close, will contain a maximum first lien net leverage
ratio of 6.9x that will be springing and tested when the revolver
is more than 35% drawn at quarter end. The first lien term loan
does not contain any financial maintenance covenants. Cushion under
financial ratio maintenance covenants will initially be good.

The credit agreement is expected to permit the transfer of assets
to unrestricted subsidiaries, up to the carve-out capacities,
subject to "blocker" provisions which prohibit the transfer of
material intellectual property outside of the ordinary course of
business in excess of an amount to be set in the final
documentation.

Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees subject to
protective provisions which only permit guarantee releases if such
transfer is a good faith disposition for fair market value for a
bona fide business purposes.

There are no express protective provisions prohibiting an
up-tiering transaction.

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

Cubic's majority ownership by a financial sponsor adds governance
risk. The aggressive use of debt to raise equity return potential
will be an elevated rating consideration.

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

Higher ratings would depend on EBITDA margin growth toward 20% with
de-leveraging and continued levels of innovation and
competitiveness. Leverage below 7x and annual free cash generation
above $150 million would likely accompany an upgrade.

Lower ratings would follow contract execution problems, annual free
cash generation below $50 million, slow deleveraging across
FY2021-22, or weakening liquidity. Significant M&A activity before
the meaningful de-leveraging takes hold would be viewed
negatively.

The following rating actions were taken:

Assignments:

Issuer: Atlas CC Acquisition Corp

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Revolving Credit Facility, Assigned B3 (LGD3)

Senior Secured First Lien Term Loan B, Assigned B3 (LGD3)

Senior Secured First Lien Term Loan C, Assigned Ba3 (LGD1)

Outlook Actions:

Issuer: Atlas CC Acquisition Corp

Outlook, Assigned Stable

Cubic serves transportation, defense command, control,
communication, computers, intelligence, surveillance and
reconnaissance (C4ISR), and defense training customers globally.
Cubic sells integrated payment and information systems,
expeditionary communications, cloud-based computing and
intelligence delivery, as well as training and readiness solutions.
Last twelve months revenues were $1.47 billion at December 31,
2020. Following its LBO, the company will be majority-owned by
entities of Veritas Capital.

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


ATP TOWER: Fitch Assigns First-Time 'BB+' Foreign Currency IDR
--------------------------------------------------------------
Fitch Ratings has assigned ATP Tower Holdings, LLC (ATP) a
first-time Foreign Currency (FC) Issuer Default Rating (IDR) of
'BB+' with a Stable Outlook. Fitch also assigned a rating of 'BB+'
to ATP's proposed USD375 million senior secured notes. Fitch
expects that the proceeds will be used to refinance the equivalent
of USD254 million of bank debt across ATP's subsidiaries in Chile,
Colombia, and Peru, with the remainder being put towards ATP's
ambitious capex program.

The ratings reflect the underlying stability of ATP's business
model, as well as the potential for growth due to increased demand
for neutral infrastructure. The tower and fiber industry employs a
stable business model and experiences much lower business risk than
many business models within the telecommunications segment. The
ratings are constrained by ATP's relatively small scale and client
concentration amid increasing competitive intensity.

KEY RATING DRIVERS

Aggressive Growth Plan: ATP has 3,092 towers and 3,223 km of fiber
across its portfolio (Chile, Colombia, Peru) as of Dec. 31, 2020;
Fitch expects these figures to grow to approximately 3,600 towers
and 10,000 km of fiber by fiscal 2021 to more than 5,000 towers and
18,000 km of fiber by fiscal 2024. This rapid expansion is being
financed by the new debt, and should result in strongly negative
FCF over the next two years. Positively, the majority of the
company's projected revenues are already contracted.

Declining Leverage: ATP's net leverage is expected to decline from
a projected level of 7.4x in 2021 to 5.3x in 2024. During this time
period, the company's revenues should grow from USD101 million to
USD145 million while its EBITDA should climb from approximately
USD50 million to USD80 million (adjusted for Fitch's lease
criteria, which does not add back lease depreciation or interest).
The growth in ATP's revenues and cash flow is a function of the
fiber and tower expansion plus a projected increase in tenants per
tower to 1.6 from 1.4, as well as increased fiber utilization
rates.

Low Risk Sector: ATP benefits from contracts with its clients that
are typically 10 years in initial length. The average remaining
life of its contracts is approximately seven years. These contracts
mitigate volume and price risk and are positively factored into the
ratings. In addition, the tower industry carries minimal risk
related to tower obsolescence or technology. The wireless operator
deploys all the electronics and antenna platforms, while the tower
operator is responsible for the physical site. Also contributing to
the stability of the tower business is the lack of robust
alternative technologies. The only available alternative capable of
broad geographic coverage—satellite transmission—is ineffective
indoors, affected by obstructions and degrades in severe weather
conditions.

Long-Term Growth Opportunities: The demand for data capacity
continues to grow rapidly. Wireless companies have been densifying
their 4G LTE networks, which increases the network capacity, and
are implementing technological evolutions to increase speed and
capacity. Mobile broadband services remain a key factor in future
revenue and cash flow growth for the tower industry. This has led
to solid prospects for cash flow growth during the next several
years as operators complete 4G deployments and augment
high-capacity locations with additional infrastructure.

Trend Towards Neutral Infrastructure: Fitch expects ATP to benefit
in regional and global trend towards independent telecom
infrastructure. Neutral third parties can aggregate carrier demand
through colocation, reducing duplicative capex for the industry.
Fitch expects that most of ATP's additional capacity will be driven
by organic capex, secured by non-cancellable leases going forward.
Carriers are also divesting existing assets at attractive multiples
and leasing back, improving liquidity and flexibility. Fitch's base
case does not include significant M&A for the ATP. As carriers
continue to spin-off or divest towers to larger InfraCos, the
marketplace will evolve. The underlying secular trends for the
industry are supportive for overall growth, but it remains to be
seen how much of this will be captured by each strategy.

Limited Counterparty Risk: The strong credit quality of ATP's
counterparties ) is a positive for the credit. Fitch has an
investment grade rating on clients that represent approximately 80%
of the revenues Client concentration is high, particularly as
Telefonica SA plans to exit the region. This risk is partially
mitigated by the company's high average remaining contract length
of around six to eight years in each of the countries.

Small Scale: ATP's ratings are constrained by its small size when
compared to its competition in the independent infrastructure
space, which still accounts for a minority of the overall tower and
fiber infrastructure in Latin America. Relative to more developed
markets, the low penetration of independent operators bodes well
for growth potential. Conversely, Fitch expects increased
competitive intensity as carriers spin off their infrastructure
assets and independent competitors such as American Tower Corp
(BBB+/Stable) acquire assets or build organically. ATP's small
scale, relative to each of its competitors and peers, as well as
its clients, is a potential constraint on the ratings.

Increasing Competition: Competition in telecom infrastructure
business has continued to increase with larger rivals growing both
organically and inorganically. American Tower Corporation has
announced a deal to acquire Telxius Towers, comprising thousands of
towers in Latin America. America Movil has also announced a plan to
spin-off its towers across the region (ex-Mexico), adding another
large competitor in Latin American tower operating business. In
Colombia, Empresa de Telecomunicaciones de Bogota, S.A., E.S.P.
(ETB, BB+/Stable) recently announced a deal with Enel S.p.A.
(A-/Stable) to build and commercialize a wholesale network serving
Bogota. Recent infrastructure acquisitions by financial sponsors
similarly imply that competitive intensity will increase.

DERIVATION SUMMARY

ATP and other digital infrastructure operators have operating
profiles with high visibility and stability of rental income based
on passive infrastructure and long-term contracts, offset by
underlying asset specificity that impacts liquidity of sale. The
tower industry employs a stable business model and experiences much
lower business risk than many business models within the
telecommunications segment.

The North American wireless telecom tower industry is dominated by
American Tower Corporation (BBB+/Stable) and Crown Castle
International Corp. (BBB+/Stable). These operators have better
business profiles than ATP due to larger scale, more
diversification, and exposure to a more stable and mature
telecommunications industry. Operadora de Sites Mexicanos, S.A. de
C.V. (Opsimex, BBB-/Positive) also has stronger business and
financial profiles than ATP, benefitted by its dominant market
position in Mexico, favorable relationship with America Movil, and
a track record of consistent deleveraging.

In addition to its small size and greater emerging market exposure,
ATP's relatively short track record and ambitious growth trajectory
limit the rating. The company's EBITDA net leverage metrics are
consistently higher than global peers' (YE 2020: 7.8) and are most
closely in line with European operator Cellnex Telecom S.A.
(BBB-/Stable). However, Cellnex's elevated leverage metrics are
supported by a much larger business scale and more mature operating
environment. Indonesian peers PT Profesional Telekomunikasi
Indonesia (Protelindo, BBB/Stable) and PT Tower Bersama
Infrastructure (TBI, BBB-/Stable) are medium-sized players with
business profiles that are more in line with ATP. However, these
issuers are much stronger than ATP financially, boasting lower
leverage metrics and much higher profitability margins.

KEY ASSUMPTIONS

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

-- Revenue growth approximately doubling over the rating horizon
    from USD75 million in 2020 to USD140 million in 2024;

-- EBITDA margins improving from 38% to 55% as improving tenancy
    drives economies of scale;

-- Capex around USD170 million in 2021, falling to USD53 million
    in 2024;

-- Gross debt of USD375million - USD435 million as the company
    draws on its revolver to support liquidity, no major new
    issuances;

-- No M&A is included in the base case, nor are any dividend
    distributions.

RATING SENSITIVITIES

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

-- Stronger than expected revenue growth over the medium term,
    driving EBITDA margins over 60%;

-- Net leverage sustained below 6.0x.

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

-- Revenue growth in the medium term slowing to the mid-single
    digits, with EBITDA margins of around 50%;

-- Net leverage sustained above 7.0x;

-- The loss of a major tower tenant, while unlikely, could drive
    a downgrade of the ratings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

As of Dec. 31, 2020, ATP had readily available cash and equivalents
of USD44 million against USD17 million of short-term debt. ATP's
liquidity will be supported by a new USD60 million revolving credit
facility. Fitch expects ATP's total debt to increase following the
proposed USD375 million issuance, and expects that the funds will
be used to refinance existing bank debt (USD254 million) as well as
for investments in network infrastructure.

ATP benefits from a longer-dated amortization profile, with the
next maturity, pro forma for the transaction, in 202X. ATP's
financial flexibility and liquidity are constrained by its high
investment requirements over the next two years. ATP has
historically been FCF negative; Fitch expects this trend to
continue as ATP continues to invest in network improvement and
expansion. Fitch expects organic capex, rather than M&A, to drive
the company's growth.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Standard operating lease adjustments.


ATP TOWER: Moody's Assigns First Time 'Ba3' Corp Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating to ATP Tower Holdings, LLC and its proposed $375 million
senior secured notes due 2026. The outlook for the ratings is
stable. This is the first time Moody's assigns a rating to ATP.

Proceeds from the bond issuance will be used to repay existing
debt, fund the company's expansion plan and general corporate
purposes. The notes will rank pari passu with all other secured and
unsubordinated debt obligations of ATP.

The proposed notes will be issued by ATP Tower Holdings, LLC,
Andean Tower Partners Colombia SAS, Andean Telecom Partners Peru
S.R.L. and Andean Telecom Partners Chile SpA, as co-issuers and
will benefit from the guarantee of ATP Fiber Colombia SAS, Redes de
Fibra del Peru S.R.L. and ATP Fiber Chile SpA, as well as a pledge
over the shares of the guarantors. If concluded successfully the
new senior secured notes will represent the largest portion of
ATP's outstanding debt aligning the notes rating to the company's
CFR of Ba3.

The rating of the notes assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and that these agreements
are legally valid, binding and enforceable.

Assignments:

Issuer: ATP Tower Holdings, LLC

Corporate Family Rating, Assigned Ba3

Gtd. Senior Secured Regular Bond/Debenture, Assigned Ba3

Outlook:

Issuer: ATP Tower Holdings, LLC

Outlook, Assigned Stable

RATINGS RATIONALE

The Ba3 CFR considers ATP's business model that provides high cash
flow visibility from long-term, non-cancelable, take-or-pay
contracts containing escalators to compensate for inflation with
Empresa Nacional de Telecomunicaciones S.A. (Baa3 stable),
Telefonica S.A. (Baa3 stable) and America Movil, S.A.B de C.V. (A3
negative). Although these three customers represent 80% of ATP's
revenues streams, this is counterbalanced by additional
diversification from the fiber business expected to reach 15% of
total revenues in 2021, as well as high barriers to entry and high
renewal rates.

The Ba3 rating also considers ATP's geographic diversification in
Chile , Government of (A1 negative), Colombia , Government of (Baa2
negative) and Peru , Government of (A3 stable); operations in these
countries provide sound long-term fundamentals for growth due to
demand for wireless connectivity, combined with still low
penetration rates in the region. Recent spectrum auctions in
Colombia, Chile and upcoming auctions in Peru will drive additional
growth opportunities for mobile operators; thus, for tower
companies. ATP also benefits from a seasoned management team and
strong sponsors who have supported the company's growth through
several equity injections in the last four years.

The rating is constrained by the company's small size when compared
to other rated peers represented by its still low number of towers
that should reach approximately 3,700 by 2021. ATP's proforma
adjusted leverage will peak at 7 times by 2021 and will decrease
towards 6 times by 2023. The rating also considers the company's
expected negative cash flow to finance growth.

Proforma for the issuance of the notes, ATP's liquidity is
adequate. ATP's free cash flow has remained negative in recent
years, driven by large capital investments. Nonetheless, a large
portion of this capex is discretionary, while ATP's risk is minimal
since all deployed capex is tied to contracted revenues. Post
transaction, the proposed bond will represent around 80% of total
debt, with remaining approximately $90 million in operating leases
and a comfortable maturity profile because the bond will mature
only in 2026. Capital investments have been funded with a
combination of debt and equity injections from the company's main
shareholders, who provided around approximately $700 million in the
last four years. ATP's adequate liquidity is further supported by
the company's current zero dividend policy and its $60 million
committed revolving credit facility available until 2024 that
benefits from the same guarantors and collateral of the proposed
notes. The rating considers the company's fully hedged debt
including swaps on the coupon payments and principal.

In the waterfall analysis of claims at bankruptcy, the notes rank
behind the $60 million revolving credit facility in the event of
repayment with proceeds from collateral. However, the proposed
secured notes are rated Ba3 in line with the CFR, because the
revolving credit facility will represent around 11% of ATP's
capital structure, if fully drawn and on a proforma basis; hence it
will not be significantly large to result in the effective
subordination and notching down of the proposed notes. If the
capital structure changes in the future to become proportionally
more concentrated in the credit facility, the notes could be
effectively subordinated to the facility resulting in a rating
downgrade of the notes.

The stable outlook reflects Moody's expectation that ATP will be
able to execute its growth plan, integrate business and continue
expanding into the fiber business while maintain Moody's adjusted
leverage below 7 times and an adequate liquidity.

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

Upward rating pressure is limited over the near term. However, the
rating could be upgraded over time if ATP is able to increase its
operating scale while maintaining its market position as one of the
top three neutral infrastructure providers in the markets in which
it operates. Quantitatively, an upgrade would be considered if the
company reduces its Moody's adjusted leverage to below 5 times on a
sustained basis while maintaining an adequate liquidity.

ATP's ratings could be downgraded if the company choses to expand
its operations into countries with weaker economic environments or
higher political risk, which is not currently envisaged by
management. A deterioration in the credit profile of its main
tenants could also lead create negative pressure on the ratings. A
deterioration in ATP's liquidity profile or credit metrics, such
that Moody's adjusted debt to EBITDA is sustained above 7x could
also lead to a downgrade.

The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.

ATP is an independent tower company with operations in Chile,
Colombia and Peru, countries in which the company is one of the
three main independent tower operators. ATP started operations as
Torres Unidas in 2012 and was acquired in 2017 by a group of
investors including Interconexion Electrica S.A. E.S.P. (Baa2
stable), Digital Colony (not rated), among other private investors.
As of December 2020, ATP generated revenue of $75 million and owns
3,092 towers and 3,223 km of fiber.


ATP TOWER: S&P Rates New $375MM Senior Secured Bond Rating 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned a 'BB-' issuer credit rating to South
America-based tower company ATP Tower Holdings, LLC. S&P also
assigned a 'BB-' issue-level rating to the company's proposed $375
million senior secured bond.

S&P said, "The stable outlook reflects our expectation that ATP
will maintain its profitability through adding tenants on its
installed capacity, while adhering to its growth plans. We expect
debt to EBITDA ratios to be above 5.0x and free operating cash flow
(FOCF) to debt below 5% for the next 12 months, in line with those
of most industry peers. In addition, we believe ATP will maintain
sufficient liquidity by refinancing debt prior to maturities.

"We assess ATP's business risk profile as satisfactory due to its
leading position in countries where it operates and its close
relationship with the major telecom carriers, allowing it to be the
second-largest player in Peru and Chile, and third-largest one in
Colombia. In our view, the company is benefiting from these
countries' ongoing replacement of copper-wire services and
increasing fiber optic coverage while focusing on upgrading their
technology from 3G to 4G, which will require additional
infrastructure for tower add-ons. Moreover, as technology evolves,
we believe that the cost of infrastructure for the major telecom
carriers will rise, which will allow ATP to take on greater
relevance." As of this report's date, tower companies in the Andean
region maintain about a 50% penetration, compared with about 90% in
Mexico and the U.S.

Moreover, the company has a robust portfolio of customers such as
Telefonica, S.A. (BBB-/Stable/--), Empresa Nacional de
Telecomunicaciones, S.A. (BBB-/Stable/--), and America Movil S.A.B.
de C.V. (BBB+/Negative/--). These customers have maintained
investment-grade ratings for a long period, representing about 80%
of total revenue. Additionally, the company deploys capex linked to
signed contracts with main customers to meet build-to-suit growth
plans. Finally, ATP continues to increase its presence in the fiber
optic segment, raising the number of kilometers of installed
capacity that's likely to grow exponentially in the coming years.

S&P said, "However, we still believe the company's scale remains
low when compared to other industry peers in the region. While we
expect the company to continue growing given the market needs for
telecom infrastructure, we believe this comes with a high risk of
competition as well."

At the end of 2020, the company's adjusted EBITDA margin rose to
77.6% from 70.4% in 2019. This was due to the maintenance of a
tenancy ratio of 1.4x, even while the company increased its tower
count to 3,092, and the extension of fiber deployment to 3,223 km.
The industry and company's business model, through committed
investments to provide infrastructure to the main telecom carriers
in the region, has enhanced profitability. Moreover, the contracts
are long-term take-or-pay agreements with customers, with the
substantial majority of ATP's revenue coming from contracts for
initial periods of 10 years or more (with only approximately 13%
contracted for a shorter initial period as of Dec. 31, 2020). These
also have optional renewals, and escalators are linked to regional
inflation rates. As of Dec. 31, 2020, ATP had about 6.4 years
remaining on its infrastructure lease agreements in Peru, 5.7 years
in Chile, and 7.7 years in Colombia, providing additional cushion
to revenue generation for the coming years. The company's operating
cost structure includes expenses that are typically passed through
to tenants, which are further reduced as tenancy ratio increases.

S&P said, "Our base-case scenario includes the company's growth
capex of approximately $122 million, for which additional cash
flows will be required. For the past few years, ATP has maintained
a debt-funded strategy through available credit facilities in each
country where it operates. However, given the low capex, the
company didn't need to resort to a long-term financing plan.
Therefore, our projections incorporate a $375 million secured bond
issuance with a maturity of 5-7 years and the signing of a $60
million revolving credit facility. This debt refinancing will
reduce pressure on amortization schedule and will help the company
generate the return on capital on the growth investments for the
next two years. Upon completion of refinancing, ATP's liquidity
will remain adequate, according to our criteria, to meet its
working capital obligations and its expansion and maintenance
capex."

A downside risk on the rating could come from higher than expected
leverage metrics under the assumption that the company makes
aggressive growth capital investments and leads to higher
indebtedness. This could increase Debt to EBITDA above 7.0x and
maintain a negative FOCF generation, which could translate into a
downgrade.


AUTOCANADA INC: S&P Upgrades ICR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on AutoCanada
Inc. to 'B' from 'B-'. S&P Global Ratings also raised its
issue-level rating on the company's unsecured notes to 'B' from
'CCC+' and revised its recovery rating on the notes to '4' from
'5'.

The stable outlook reflects S&P's expectation that AutoCanada will
generate improved credit measures over the next couple of years as
it benefits from a rebound in vehicle sales as the Canadian economy
recovers in 2021.

S&P said, "The upgrade reflects better-than-expected operating
results, and our expectation of further improved earnings and cash
flows linked to our stronger economic outlook. The COVID-19
pandemic had a limited impact on AutoCanada's operating results in
2020 and earnings, cash flows, and credit measures far exceeded our
expectations at the beginning of the pandemic. The company's unit
sales performance exceeded the broader market in Canada because
AutoCanada benefited from its strategy of expanding its proportion
of used vehicle sales. We also expect the company's unit sales
volumes will materially improve this year, supported by a stronger
economic outlook in Canada, including real GDP growth of over 5% in
2021. In addition, we expect the company's parts and services
business to benefit from increased kilometers driven, and further
contribute to earnings and cash flow.

"We now expect the company will generate an adjusted debt-to-EBITDA
ratio of about 5x in 2021, which is consistent with our previous
upside scenario for our rating on AutoCanada. Our estimate includes
the company's proposed C$100 million add-on to the existing
unsecured notes due 2025, which we believe could be used toward
future acquisitions. We also assume the company will continue to
generate positive free operating cash flows (FOCF) this year,
including expected working capital investment in anticipation of
higher business activity.

"Our rating incorporates the risk of higher leverage from
acquisitions, but downside rating risk is limited. We expect
AutoCanada to continue its trend of positive FOCF generation over
the next two years, and this provides additional support for the
upgrade. The company's liquidity strengthened from excess cash flow
in 2020 and will further expand from the recent increase in the
size of AutoCanada's revolving credit facility. We also expect the
proposed notes add-on to further bolster AutoCanada's cash position
and add financial flexibility to fund potential acquisitions. In
addition, the company does not face near-term debt maturities--its
extended revolver matures in 2024 and its unsecured notes are due
in 2025.

"Future acquisitions present the potential for an increase in
leverage, but we believe there to be limited downside risk to our
rating on AutoCanada at least over the next 12 months. In our view,
prospective cash generation in tandem with the company's improved
liquidity position should enable AutoCanada to continue its growth
strategy. We now expect real GDP growth in Canada of over 5% and
assume the strong economic expansion will contribute to higher
earnings that mitigate the impact of higher debt-funded
acquisitions. We also believe the company is committed to
maintaining leverage well below historically high levels.
Therefore, while AutoCanada's credit measures are sensitive to
relatively modest shortfalls in expected earnings or cash flow
generation, we expect limited risks of a protracted weakening in
demand in the company's core markets, at least over the next couple
of years.

"Our rating reflects AutoCanada's limited scale and diversification
compared with that of larger peers. Our business risk profile
primarily reflects AutoCanada's limited geographic and automobile
brand diversity relative to that of higher-rated auto retailer
peers in the U.S. Our assessment also incorporates AutoCanada's
participation in the highly fragmented, competitive, and cyclical
auto retailing industry. The company derives almost 30% of its
revenue from Alberta and about 40% of unit sales from Fiat Chrysler
Automobiles models, which adds concentration risk. However, we
believe AutoCanada will gradually reduce the geographic/brand
concentration through acquisitions. We expect the company will
benefit from the initiatives under its Go Forward Plan, which
includes increasing the proportion of used vehicle sales,
developing and marketing attractive financing products, and
improving profitability at its U.S. operations. In doing so, we
believe AutoCanada could achieve operating margins closer to those
of its U.S. peers, which in our opinion have stronger competitive
positions.

"The stable outlook reflects our expectation that the company can
generate improved credit measures over the next couple of years,
led by an assumed rebound in vehicle sales linked to the recovery
in the Canadian economy in 2021. We forecast the company will
generate average adjusted debt to EBITDA of about 5x and average
adjusted EBITDA interest coverage in the low-3x area, with
continued positive free cash flows over the next couple of years.

"We could lower the rating on AutoCanada over the next 12 months if
adjusted debt to EBITDA increases above 7x or if EBITDA interest
coverage falls below 2x. This could occur if vehicle sales are
lower than expected or if the company makes acquisitions that
contribute to materially higher debt levels.

"We could raise our rating on AutoCanada within the next 12 months
if we expect the company will maintain an adjusted debt-to-EBITDA
ratio well below 5x. In this scenario, we would expect sustained
improvement in earnings and cash flow from higher-than-expected
same-store vehicle sales and continued positive FOCF. In addition,
we would expect the company to maintain financial policies that
limit future increases in leverage associated with acquisitions."


AUTOMORES GILDEMEISTER: Gets Court Okay for Bankruptcy Loan
-----------------------------------------------------------
Maria Chutchian of Reuters reports that Chilean car distributor and
importer Automotores Gildemeister SpA on Thursday, April 15, 2021,
secured approval to kick off a speedy Chapter 11 process in New
York bankruptcy court, but it faces opposition from one junior
noteholder that says the company’s reorganization plan is
unfairly generous to insiders.

During a virtual hearing on Thursday, April 15, 2021, U.S.
Bankruptcy Judge Lisa Beckerman in Manhattan signed off on
Gildemeister accessing $16.9 million of a $26.5 million loan
provided by secured creditors to fund the bankruptcy process.
Gildemeister, represented by Cleary Gottlieb Steen & Hamilton,
filed for Chapter 11 protection on Tuesday, April 13. 2021, with
$567 million in debt as a combination of unrest in Chile, currency
devaluation, increased competition and the COVID-19 pandemic took a
toll on its finances.

                    About Automotores Gildemeister

Headquartered in Santiago, Chile, Automotores Gildemeister SpA is
one of the largest car importers and distributors in Chile and Peru
operating a network of company-owned and franchised vehicle
dealerships. Its principal car brand is Hyundai, for which it is
the sole importer in both of its markets. For the last 12 months
ended June 30, 2020, AG reported consolidated net revenues of $770
million, of which 95.2% correspond to sales in Chile and Peru, its
key markets.

The company has struggled financially due the Covid-19 pandemic and
related government-mandated lockdowns, the sustained increase in
the currency exchange rate in recent years and social unrest in
Chile in October 2019 that have sapped consumer confidence and
eroded demand for vehicles, according to court papers, the report
relays.

Automotores Gildemeister SpA and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21010685) in New York on April
12, 2021, with a Prepackaged Plan of Reorganization that would cut
about $200 million in debt.

Automotores was estimated to have $500 million to $1 billion in
assets and liabilities as of the bankruptcy filing.

The Hon. Lisa G Beckerman is the case judge.

CLEARY GOTTLIEB STEEN & HAMILTON LLP, led by Jane VanLare, and Adam
Brenneman, is the Debtors’ counsel, and PRIME CLERK LLC is the
claims agent.


AUTOMOTORES GILDEMEISTER: Unsecureds Unimpaired in Prepackaged Plan
-------------------------------------------------------------------
The Automotores Gildemeister SpA, et al., submitted a Prepackaged
Plan of Reorganization and a corresponding Disclosure Statement.

The Company's vehicle business consists primarily of the
importation of vehicles from foreign original equipment
manufacturers ("OEMs") and their subsequent distribution and sale
to customers, either through independently owned and franchisee
operated dealerships or the Company's owned dealerships, primarily
in Chile and Peru.

The Company sells 12 brands through 70 vehicle dealerships that the
Company owns and operates, including 46 owned dealerships in Chile,
19 owned dealerships in Peru, 3 owned dealerships in Uruguay and 2
owned dealership in Costa Rica.  In addition, the Company
distributes vehicles to 158 franchised dealerships, including 68
franchised dealerships located in Chile and 90 franchised
dealerships located in Peru.

As of Dec. 31, 2020, the Debtors had outstanding debt in the
aggregate principal amount of approximately US$566,690,000
consisting primarily of approximately US$509,806,002 in outstanding
principal amount under their 7.5% Notes due 2025 (as defined in the
Plan, or the "Secured Notes").

The Debtors are very pleased to report that after extensive, good
faith negotiations with certain of the holders of the 7.5% Notes
due 2025, the Plan embodies a settlement among the Debtors and
their key creditor constituencies on a consensual transaction that
will reduce the Debtors' debt service obligations and position the
Debtors for continued operations.  To evidence their support of the
Debtors' restructuring plan, Senior Secured Noteholders
representing approximately 72.5% of the aggregate outstanding
principal amount of the 7.5% Notes due 2025 (the "Consenting
Noteholders") have executed the Restructuring and Plan Support
Agreement, dated as of March 31, 2021 (the "RSA"), which provides
for the implementation of the restructuring through an expedited
chapter 11 process and commits the Consenting Noteholders and the
Debtors to support the Plan subject to the terms and conditions of
the RSA. Additional holders of the 7.5% Notes due 2025, who, in the
aggregate hold approximately $36,388,618 in principal amount, or
approximately 7.1% of the outstanding 7.5% Notes due 2025,
subsequently executed joinder agreements to the RSA (the "Joining
Consenting Noteholders").  Together, the Ad Hoc Group of Consenting
Noteholders and the Joining Consenting Noteholders hold
approximately 79.6% of the outstanding 7.5% Notes due 2025. As part
of their obligations under the RSA, certain of the Consenting
Noteholders (the "DIP Lenders") have agreed to provide
post-petition financing to the Debtors, subject to the terms and
conditions set forth in the RSA, the DIP Term Sheet, and the
definitive documentation related to the DIP Credit Facility.

After giving effect to the following transactions contemplated by
the RSA and the Plan, the Debtors will emerge from chapter 11
appropriately capitalized to support their emergence and
going-forward business needs:

   * On the Plan Effective Date, the Reorganized Debtors shall
issue: (i) a senior tranche of secured notes (the "New Senior
Tranche Secured Notes"), (ii) a junior tranche of secured notes
(the "New Junior Tranche Secured Notes", and together with the New
Senior Tranche Secured Notes, the "New Secured Notes"), and (iii) a
subordinated tranche of unsecured notes (the "New Subordinated
Notes" and together with the New Secured Notes, the "New Notes"),
which shall have the terms indicated in the RSA and as described in
Section VII.A(i). On the Plan Effective Date, the New Notes will be
distributed to the holders of DIP Claims, 7.5% Notes due 2025
Secured Claims, and Unsecured Notes and Related Party Claims in
accordance with the Plan.

   * On or prior to the Plan Effective Date, a newly formed holding
company structured as a sociedad por acciones under the laws of
Chile shall be formed ("Chile Holdco" and together with the
Reorganized Debtors, the "Reorganized Business"). Upon
implementation of the Restructuring Transactions on the Plan
Effective Date, Chile Holdco shall hold all of the equity interests
in Reorganized Gildemeister (the "Reorganized Gildemeister Common
Stock") from and after the Plan Effective Date.

   * On the Plan Effective Date, Chile Holdco shall issue (i) a
single class of common equity interests with 100% economic and
voting rights (the "Chile Holdco Stock") and having a paid in
capital value of $44.3 million, and (ii) bonds in an aggregate
principal amount of $132.8 million (the "Chile Holdco Bonds", and
together with the Chile Holdco Stock, the "Chile Holdco
Securities").  On the Plan Effective Date, the Chile Holdco
Securities will be distributed to USA Holdco in accordance with the
Plan.

   * On or prior to the Plan Effective Date, a newly formed holding
company structured as a limited liability company under the laws of
Delaware shall be formed ("USA Holdco"), which, due to its
ownership of Chile Holdco, will indirectly hold 100% of the equity
interests in the Reorganized Business from and after the Plan
Effective Date. On the Plan Effective Date, USA Holdco shall issue
a single class of limited liability company units with 100%
economic and voting rights (the "USA Holdco LLC Units") to the
holders of the 7.5% Notes due 2025 Secured Claims in accordance
with the Plan.

On the Plan Effective Date:

   * Each holder of an Allowed DIP Claim (including all principal,
accrued and unpaid interest, fees and expenses and non-contingent
indemnity claims) shall have their DIP Expenses paid in full in
Cash and, with respect to the remaining DIP Claims, at the
Reorganized Debtors' option, the Reorganized Debtors shall pay such
DIP Claims (i) dollar for dollar with New Senior Tranche Secured
Notes, or (ii) full Cash payment of the then unpaid balance of the
DIP Claims.

   * Except as otherwise expressly provided in the Plan, each
holder of an Allowed Administrative Claim shall receive payment in
full in cash.

   * Each holder of an Allowed Priority Tax Claim shall receive
treatment in a manner consistent with Section 1129(a)(9)(C) of the
Bankruptcy Code.

   * Each holder of an Allowed Other Secured Claim shall receive,
at the Debtors' option subject to the consent of the Required
Consenting Noteholders: (a) payment in full in cash; (b) the
collateral securing its Allowed Other Secured Claim; (c)
Reinstatement of its Allowed Other Secured Claim; or (d) such other
treatment rendering its Allowed Other Secured Claim Unimpaired in
accordance with section 1124 of the Bankruptcy Code.

   * Each holder of an Allowed Other Priority Claim shall receive
treatment in a manner consistent with section 1129(a)(9) of the
Bankruptcy Code.

   * Each holder of an Allowed Prepetition Bank Financing Claim
shall have their claim Reinstated.

   * The 7.5% Notes due 2025 Secured Claims shall be Allowed in an
amount of $409,300,000. On the Plan Effective Date (or as soon as
practicable thereafter), each holder of an Allowed 7.5% Notes due
2025 Secured Claim shall receive:

     -- If such holder is not a Cash-Out Electing Holder (a
"Non-Cash-Out Electing Holder"), shall receive with respect to such
holder's Allowed 7.5% Notes due 2025 Secured Claims (i) $0.56046 in
principal amount of New Junior Tranche Secured Notes for each $1.00
of Allowed 7.5% Notes due 2025 Secured Claims held by such holder,
(ii) $0.19789 in principal amount of New Subordinated Notes for
each $1.00 of Allowed 7.5% Notes due 2025 Secured Claims held by
such holder, and (iii) its Pro Rata Share (based on the proportion
that such Non-Cash-Out Electing Holder's Allowed 7.5% Notes due
2025 Secured Claims bears to the sum of all Allowed 7.5% Notes due
2025 Secured Claims held by all Non-Cash-Out Electing Holders) of
100.0% of the USA Holdco LLC Units3; or

     -- If such holder of an Allowed 7.5% Notes due 2025 Secured
Claim has affirmatively made a Plan Election on its Letter of
Transmittal to receive a Cash-Out Distribution on its Ballot (a
"Cash-Out Electing Holder"), shall receive with respect to such
holder's Allowed 7.5% Notes due 2025 Secured Claims Cash in an
aggregate amount equal to 18.6833% of such holder's Allowed 7.5%
Notes due 2025 Secured Claim (a "Cash-Out Distribution") and such
holder shall be deemed to have waived any distribution under the
Plan under Class 5 on account of its Allowed 7.5% Notes due 2025
Unsecured Deficiency Claims.

   * The Unsecured Notes and Related Party Claims shall be Allowed
in the following amounts: (i) $111,796,081 of 7.5% Notes due 2025
Unsecured Deficiency Claims, (ii) $9,858,106 of 7.5% Notes due 2021
Claims, (iii) $23,205,373 of 8.25% Notes due 2021 Claims, and (iv)
$2,664,771 of 6.75% Notes due 2023 Claims, which, in each case, for
the Claims described in sub-clauses (ii) through (iv) includes the
aggregate principal amount of such Claims and any accrued and
unpaid interest through the Petition Date, (v) the Minvest Loan
Claim shall be allowed in the amount of $1,643,500, and (vi) the
Share Purchase Agreement Claim shall be allowed in the amount of
$300,000. On the Plan Effective Date (or as soon as practicable
thereafter), in full and final satisfaction, settlement, release,
and discharge of and exchange for each Allowed Unsecured Notes and
Related Party Claim, each holder of an Allowed Unsecured Notes and
Related Party Claim shall receive $0.20071 in principal amount of
the New Subordinated Notes for each $1.00 of Unsecured Notes and
Related Party Claims held by such holder.

   * Each holder of an Allowed General Unsecured Claim shall be, at
the option of the applicable Debtor or Reorganized Debtor, (a)
reinstated or (b) paid in full in cash.

   * Each holder of an Allowed Intercompany Claim shall have its
Claim (a) Reinstated or (b) canceled, released, and extinguished
and without any distribution, in each case, at the Debtors'
election subject to the consent of the Required Consenting
Noteholders.

   * Each holder of an Existing Equity Interest other than in
Gildemeister shall have such Interest (a) reinstated or (b)
canceled, released, and extinguished and without any distribution,
in each case, at the Debtors' election with the consent of the
Required Consenting Noteholders and to the extent permitted under
local law.

   * Each Existing Equity Interest in Gildemeister, including,
without limitation, each Existing Preferred Equity Interest in
Gildemeister, each Existing Common Equity Interest in Gildemeister,
and each Existing Series A Warrant and Existing Series B Warrant in
Gildemeister shall be redeemed, canceled, and released.

Proposed Counsel to the Debtors:

     Adam Brenneman
     Jane VanLare
     CLEARY GOTTLIEB STEEN & HAMILTON LLP
     One Liberty Plaza
     New York, New York 10006
     Telephone: (212) 225-2000
     Facsimile: (212) 225-3999

A copy of the Disclosure Statement is available at
https://bit.ly/2Qp3zDX from PacerMonitor.com.

                 About Automotores Gildemeister

Headquartered in Santiago, Chile, Automotores Gildemeister SpA is
one of the largest car importers and distributors in Chile and Peru
operating a network of company-owned and franchised vehicle
dealerships.  Its principal car brand is Hyundai, for which it is
the sole importer in both of its markets.  For the last 12 months
ended June 30, 2020, AG reported consolidated net revenues of $770
million, of which 95.2% correspond to sales in Chile and Peru, its
key markets.

Automotores Gildemeister SpA and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21010685) in New York on April
12, 2021.  The Hon. Lisa G Beckerman is the case judge.
Automotores was estimated to have $500 million to $1 billion in
assets and liabilities as of the bankruptcy filing.  CLEARY
GOTTLIEB STEEN & HAMILTON LLP, led by Jane VanLare, and Adam
Brenneman, is the Debtors' counsel, and PRIME CLERK LLC is the
claims agent.


AVANTOR FUNDING: Moody's Retains Ba3 CFR Amid Ritter GmbH Deal
--------------------------------------------------------------
Moody's Investors Service commented that Avantor Funding, Inc.'s
proposed acquisition of Ritter GmbH for EUR890 million in cash will
increase the company's financial leverage, a credit negative. There
is no change to Avantor's Ba3 CFR and stable outlook. Depending on
the funding mix of the acquisition, there could be changes to
certain instrument ratings, depending on the ultimate mix of
secured vs unsecured debt.

Headquartered in Radnor, Pennsylvania, Avantor is a global provider
of mission critical products and services to the life sciences and
advanced technologies & applied materials industries. Headquartered
in Pennsylvania, the company generates revenue of approximately
$6.4 billion annually.


AVANTOR INC: Fitch Affirms 'BB' LongTerm IDR Amid Ritter GmbH Deal
------------------------------------------------------------------
Fitch Ratings has affirmed Avantor, Inc.'s and Avantor Funding,
Inc.'s Long-Term Issuer Default Ratings (IDRs) at 'BB' following
the company's announcement to acquire Ritter GmbH for roughly
EUR890 million. The Rating Outlooks remain Positive.

Fitch views the acquisition as strategically sound, as it will
expand Avantor's portfolio of proprietary consumables into
high-growth areas and leverages Avantor's existing
channels/relationships. The Positive Outlook reflects Fitch's
expectation that the company will delever to below 4.0x gross
debt/EBITDA over the next 18-24 months following the close of the
acquisition.

Fitch has applied its updated recovery rating criteria, and as a
result, has taken the following actions on Avantor's ratings:
affirmed the senior secured bank facility and senior secured bond
ratings at 'BB+'; revised Recovery Rating (RR) to 'RR2' from 'RR1';
affirmed senior unsecured bond ratings at 'BB'; revised RR to 'RR4'
from 'RR2'.

The ratings have been removed from Under Criteria Observation
(UCO), where they were placed following the publication of the
updated recovery rating criteria on April 9, 2021. The Long-Term
IDRs were unaffected by this criteria change.

KEY RATING DRIVERS

Deleveraging Likely to Continue: Fitch expects Avantor will
continue to delever to below 4.0x in the 18-24 months following its
announced acquisition of Ritter GmbH for roughly EUR890 million at
a ~10x EBITDA multiple, which supports the Positive Outlook.
Fitch's model incorporates Ritter's higher EBITDA margins and the
expectation for some debt reduction above annual term loan
amortization.

Avantor's gross debt/EBITDA was 4.2x at Dec. 31, 2020, and Fitch
views leverage of 4.0x-4.5x is in line with the 'BB' IDR. The
Positive Outlook reflects Fitch's expectation that continued
deleveraging below 4.0x is likely, given management's long-term
public goal to continue to reduce net leverage to 2x-4x, and
Fitch's view that the company has the financial flexibility
necessary to achieve this goal. The company has successfully
reduced debt since the merger with VWR, from a Fitch-calculated
nearly 10x following the close of the transaction. This was the
result of the combined effects of EBITDA growth and debt reduction,
which was partly funded through the proceeds of an initial public
offering.

Manageable Coronavirus Effects: Avantor's business profile is
relatively resilient because of good end market diversification and
non-cyclical demand for healthcare products. Avantor's biopharma
end markets have held up well and have benefited from
COVID-19-related testing demand and vaccine-related production,
which is expected to continue into 2021. The industrials end
markets have seen more significant business disruption effects from
the pandemic, but because of the diversity of the customers served
in the advanced technologies and applied materials businesses,
demand for the company's products has remained relatively stable.
EBITDA sustainably grew in 2020 due to positive operating leverage
effects with higher sales volumes and mix shift to higher margin
proprietary products.

Sufficient Liquidity: Fitch expects Avantor to maintain a
comfortable liquidity cushion going forward. Fitch expects cash on
hand, ongoing cash generation and committed lines of revolving
credit will ensure the company has adequate liquidity to support
operations, capital spending needs, preferred dividends and
required term loan amortization during 2021. A highly recurring
revenue model, with a shift to higher margin proprietary products,
and Avantor's ability to refinance outstanding debt at lower coupon
rates during 2020 supports FCF generation exceeding $600 million
annually, and the 'BB' IDR.

Strong Competitive Position and Good Diversification: Avantor is
well diversified through end markets and product categories, with
biopharma representing about 50% of total sales. Advanced
technologies and applied materials end markets represent roughly
25% of sales and includes a mix of more cyclical end markets that
benefit from highly recurring consumable sales. Consistent cash
generation is supported through highly diversified consumables- and
service-focused revenues representing roughly 85% of sales, and
more limited exposure to equipment and instrumentation (15% of
sales) versus peers. Strength and diversification in high-growth
end markets should offset slower growth and cyclical end markets,
resulting in single-digit revenue growth above the average life
sciences industry.

DERIVATION SUMMARY

Avantor's strongest competitors are significantly larger, with
leading positions in the broader life sciences industry and greater
financial flexibility. Thermo Fisher (BBB+/Stable) is Avantor's
closest peer within the lab products industry. Thermo Fisher, a
direct distribution competitor, is materially larger than Avantor,
has an industry-leading manufacturing business and is much more
conservatively capitalized. Other low- to mid-'BB' rated healthcare
companies operating in different industry subsectors typically have
leverage sensitivities in the 4.0x-5.0x range.

KEY ASSUMPTIONS

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

-- Coronavirus-related tailwinds help to support biopharma end
    market growth;

-- Organic revenue growth in the low- to mid-single-digits;

-- EBITDA margins relatively flat, but upside could come from a
    continued shift to proprietary products;

-- Capex is forecasted to be around 1.0% of revenues;

-- Capital deployment balanced between tuck-in acquisitions and
    share repurchases;

-- FCF exceeding $600 million annually, aided by reduced cost of
    capital after 2020 refinancing activity;

-- Gross debt/EBITDA declines to 4.0x in 2022, and likely to
    trend below 4.0x later in the forecast period, supporting the
    Positive Outlook.

RATING SENSITIVITIES

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

-- Operating with gross debt/EBITDA sustained below 4.0x;

-- Continued operational strength that results in (cash flow from
    operations - capex)/total debt around or above 9%.

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

-- Operating with gross debt/EBITDA sustained above 4.5x;

-- Pressures to profitability, increased expenses or missteps
    with M&A-related integration that result in (cash flow from
    operations;

-- (Capex)/total debt sustained below 7.5%.

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

Sufficient Liquidity: Liquidity was supported by cash on hand of
$287 million and availability of $513 million under a $515 million
first-lien, secured revolver due 2025 as of Dec. 31, 2020. The
revolver was upsized to $515 million in July 2020. Avantor's senior
secured credit facility does not include financial maintenance
covenants aside from a springing first-lien, net leverage covenant
of 7.35x if 35% of the revolver is drawn. Additionally, working
capital needs are supported by a $300 million accounts receivable
securitization facility, of which $287 million was unused at Dec.
31, 2020.

Debt Maturities Manageable: The company's debt maturities and
amortization requirements are manageable. The 2020 refinancing
transactions pushed out maturities, leaving the nearest maturity
the receivables facility maturing in March 2023 and a portion of
the term loans due in October 2024. Fitch does not anticipate
continued significant debt reduction and expects the company will
refinance most maturities.

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.


AVIANCA HOLDINGS: Expects to Exit Chapter 11 This 2021
------------------------------------------------------
Marcelo Rochabrun of Reuters reports that Colombian airline Avianca
Holdings, which filed for bankruptcy early in the pandemic, said on
Wednesday, April 14, 2021, it expects to exit Chapter 11 bankruptcy
this 2021, and that it will refinance some of its debt into
equity.

Avianca and rival Chile's LATAM Airlines were the two largest
carriers in the region before the pandemic, but they were both sent
into bankruptcy restructuring when the virus upended air travel,
with restrictions that were especially harsh in Latin America.

Avianca was already dragging several years of losses before the
pandemic began, and went through a boardroom coup in 2019 led by
United Airlines UAL.N, which has already written down its
investment in Avianca.

During the bankruptcy process, Avianca received over $2 billion in
new financing, which it said on Wednesday, April 14, 2021, it would
refinance.

Under its plan, Avianca would convert $900 million of that debt
into equity, and raise new funds to replace the remaining debt,
which would include new equity.

The goal, Avianca said, is to have $1 billion in available
liquidity upon exiting Chapter 11.

                      About Avianca Holdings

Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Avianca has been flying
uninterrupted for 100 years.  With a fleet of 158 aircraft, Avianca
serves 76 destinations in 27 countries within the Americas and
Europe.

Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.  

Judge Martin Glenn oversees the cases.

The Debtors tapped Milbank LLP as general bankruptcy counsel;
Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon
Abogados S.A.S. as restructuring counsel; Smith Gambrell and
Russell, LLP as aviation counsel; Seabury Securities LLC as
financial restructuring advisor and investment banker; FTI
Consulting, Inc. as financial restructuring advisor; and Kurtzman
Carson Consultants LLC as claims and noticing agent.

The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtors' bankruptcy cases on May 22, 2020.

As reported in the Troubled Company Reporter-Latin America on March
24, 2021, Fitch Ratings has affirmed the ratings of Avianca
Holdings S.A.'s (Avianca) Foreign and Local Currency Issuer Default
Ratings (IDRs) at 'D'. Avianca's bond issuances have also been
affirmed at 'C'/'RR6'.






AVIANCA HOLDINGS: Seeks to Raise $1.8B for 2021 Chapter 11 Exit
---------------------------------------------------------------
Avianca Holdings S.A. is seeking to raise $1.8 billion for its
Chapter 11 bankruptcy exit.

On May 10, 2020, Avianca Holdings and certain of its subsidiaries
and affiliates filed for voluntary reorganization proceedings under
Chapter 11 of the United States Bankruptcy Code. The Company
continues to advance on its Chapter 11 restructuring, which
includes developing its plan of reorganization and accompanying
disclosure statement.  In connection with that process, Avianca has
identified more than 300 individual initiatives, which it expects
in total will result in more than US$500 million of annual savings
that are expected to reduce passenger airline CASK (defined as
operating expenses divided by available seat kilometers ("ASK"),
with the ASK corresponding, in turn, to aircraft seating capacity
multiplied by the number of kilometers the seats are flown),
excluding fuel, by over 38% on an annual basis when compared to the
pre-pandemic full year 2019.  A substantial majority of these
initiatives have been implemented or are in the process of being
implemented, with the remainder planned for implementation over the
2021-2022 period.  

Avianca is well along in its fleet simplification and cost
reduction program, which it believes will result in an overall
reduction of more than US$2.0 billion in aircraft debt and lease
obligations during the period from March 2020 through December 31,
2022, on an IFRS-16 basis, and an expected average of over 35%
reduction in individual aircraft capital costs. Overall, Avianca
expects its leverage measured as Net Debt to Adjusted EBITDA to
drop from 5.8x as of December 31, 2019, to below 3.0x on December
31, 2023.

Avianca expects to emerge from the Chapter 11 process within 2021.
As part of its emergence, Avianca plans to raise US$1.8 billion of
exit financing (debt and equity) to refinance approximately US$1.4
billion of Tranche A DIP obligations, as well as providing
approximately US$400 million in incremental liquidity to meet its
target of $1.0 billion of exit liquidity. Prior to initiating a
competitive process to determine the availability of more
attractive equity funding, Avianca is working to negotiate the
final terms and conditions for its option to convert US$902 million
Tranche B DIP obligations into equity.

Seabury Securities LLC has been retained as financial and
restructuring advisor to the Company to raise its requisite Exit
Financing.  The terms of the Exit Financing will be determined
through mutual agreements between Avianca and the parties whose
terms best meet the objectives of the Company and will be subject
to approval by the United States Bankruptcy Court for the Southern
District of New York, which is overseeing the Company's Chapter 11
process (the "Bankruptcy Court").

At this stage of the process, it is still not possible to know (i)
the full magnitude of the Companies' liabilities, considering the
claims that may eventually arise; (ii) if third parties, creditors
or shareholders will contribute new capital, or if the value of the
shares of the Company (ordinary and/or preferred) will be diluted
and, to the extent such is the case, the extent of such dilution;
or (iii) if the Company or any of the Companies will be liquidated.
In any event, U.S. law imposes upon the Companies a priority order
(known as the "absolute priority rule") to pay claims existing
before the restructuring proceeding filing date.  Generally, the
value of the Companies must be directed (i) first, to satisfy
secured claims, up to the value of the collateral securing such
claims; (ii) second, to satisfy unsecured priority claims; (iii)
third, to satisfy non-priority unsecured claims; and (iv) fourth,
to shareholders of the Companies.  Generally, a particular class of
claims may not receive any distribution until all claims senior to
such class have been paid in full.  It is likely that the Company's
shareholders (including ordinary shareholders and preferred
shareholders) would not receive any distribution under a plan of
reorganization or otherwise, unless the claims of the other classes
of creditors of the Company senior to the shareholders have been
satisfied in full.  As a result of the foregoing, under the Chapter
11 Plan, the shareholders of the Company may be diluted, or the
value of their shares reduced to zero, due to the decrease in
equity of the Company attributable to the Companies' liabilities to
third parties and creditors, as well as the injection of capital by
new investors pursuant to the Chapter 11 Plan.

                    About Avianca Holdings SA

Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Avianca has been flying
uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca
serves 76 destinations in 27 countries within the Americas and
Europe.

Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.  

Judge Martin Glenn oversees the cases.

The Debtors tapped Milbank LLP as general bankruptcy counsel;
Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon
Abogados S.A.S. as restructuring counsel; Smith Gambrell and
Russell, LLP as aviation counsel; Seabury Securities LLC as
financial restructuring advisor and investment banker; FTI
Consulting, Inc. as financial restructuring advisor; and Kurtzman
Carson Consultants LLC as claims and noticing agent.

The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtors' bankruptcy cases on May 22, 2020.


BAINBRIDGE UINTA: Plan Exclusivity Extended Until April 29
----------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division extended the periods within
which Bainbridge Uinta, LLC and its affiliates have the exclusive
right to file a Chapter 11 Plan through and including April 29,
2021, and to solicit votes on Chapter 11 Plan through and including
June 28, 2021.

The extension of the Exclusivity Periods granted herein is without
prejudice to such further requests that may be made pursuant to 11
U.S.C. § 1121(d) by the Debtors, or any party-in-interests, for
cause shown and upon notice and a hearing.

The extension will allow the Debtors additional time to formulate
and solicit support for a Plan that will maximize value to the
estates and creditors.

A copy of the Court's Extension Order is available at
https://bit.ly/3tmPs0t from PacerMonitor.com.

                            About Bainbridge Uinta

Bainbridge Uinta, LLC, develops and operates fields to extract
crude oil and natural gas.

Bainbridge Uinta sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on September 1,
2020. In the petition signed by CEO Paul D. Ching, the Debtor was
estimated to have assets of between $50 million and $100 million
and liabilities of between $50 million and $100 million.    

The cases are assigned to Judge Mark X. Mullin. Joseph M. Coleman,
Esq. of Kane Russell Coleman Logan PC serves as counsel to the
Debtors. Oak Hills Securities Inc. has tapped as a financial
advisor to the Debtors.


BALLY'S CORP: Moody's Puts B2 CFR Under Review for Upgrade
----------------------------------------------------------
Moody's Investors Service placed Bally's Corporation's B2 Corporate
Family Rating on review for upgrade along with its B2-PD
Probability of Default Rating, Ba3 senior secured revolver and term
loan ratings, and Caa1 senior unsecured rating.

The review for upgrade is in response to Bally's public
announcement on April 13 that it entered into a definitive merger
agreement with Gamesys Group plc to acquire the entire issued and
to be issued ordinary share capital of Gamesys. Bally's obtained a
US$2.378 billion 364-day bridge loan commitment that it will use to
finance the non-equity portion of the merger.

The transaction is subject to shareholder approval of both Bally's
and Gamesys along with the receipt of certain regulatory approvals.
Moody's could conclude the review prior to the closing of the
merger if operating conditions change materially, terms of the
merger change, or there is greater clarity on the post-transaction
capital structure.

Gamesys is the parent company of an online gaming group that
provides entertainment to a global consumer base and is listed on
the London Stock Exchange under the ticker symbol "GYS." The
transaction is valued at US$3.16 billion, or about 11x Gamesys Dec.
31, 2020 fiscal year-end adjusted EBITDA of $286 million.

The equity component of the merger includes a planned US$850
million common stock offering, net proceeds of which will be used
to reduce the bridge loan. Additionally, holders of approximately
25.6% of Gamesys' issued ordinary share capital have committed to
exchange their holdings for Bally's common shares as part of a
share alternative made available to all Gamesys shareholders. In
the share option, Gamesys shareholders can elect to receive 0.343
new Bally's common shares for each Gamesys share held in lieu of
part or all of the cash offer. Gaming & Leisure Properties, Inc.
(GLPI) has also agreed to purchase US$500 million of Bally's equity
above and beyond the US$850 million planned equity raise.

On Review for Upgrade:

Issuer: Bally's Corporation

Corporate Family Rating, Placed on Review for Upgrade, currently
B2

Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD

Gtd Senior Secured Term Loan B, Placed on Review for Upgrade,
currently Ba3 (LGD2)

Gtd Senior Secured Term Loan B1, Placed on Review for Upgrade,
currently Ba3 (LGD2)

Gtd Senior Secured Term Loan Revolving Credit Facility, Placed
on Review for Upgrade, currently Ba3 (LGD2)

Gtd Senior Unsecured Regular Bond/Debenture, Placed on Review
Upgrade, currently Caa1 (LGD5)

Outlook Actions:

Issuer: Bally's Corporation

Outlook, Changed To Rating Under Review From Negative

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

Bally's existing B2 CFR reflects the company's positive free cash
flow during periods of normal operation, and improved level of
geographic diversification resulting from acquisitions during the
past two year. Also supporting the rating is the company's
significant cash balance, lack of meaningful maturities until 2024,
and good cost management that is contributing to higher margins
following facility reopenings. The earnings decline from facility
closures and efforts to contain the coronavirus, and exposure to
cyclical discretionary consumer spending also constrain the
rating.

In the review for upgrade, Moody's will evaluate the strategic and
operating benefits to Bally's from the merger including Gamesys'
technology platform and expertise with respect to online gaming.
The merger will enable Bally's to capitalize on the full range of
gaming opportunities available both in the US and beyond as it
broadens the company's revenue streams and enables it to quickly
enter new and evolving gaming environments. The review also
considers the significant amount of equity that will be used to
fund the merger and the resulting potential for Bally's leverage to
decline due to the transaction.

The favorable credit considerations mentioned above will be
balanced by Moody's concern that the merged entity's actual EBITDA
performance remains vulnerable to any additional coronavirus-
related shutdowns, increased social distancing requirements, or
pullbacks in discretionary consumer spending, should they occur.
For this reason, there remains some degree of uncertainty with
respect to the combined entity's ability to achieve and sustain
debt/EBITDA below the 5.0x upgrade fact. Based on the planned
equity components of the merger, and applying a pro forma combined
EBITDA amount US$587 million that is inclusive of a full year of
results for acquisitions completed throughout FY2020, pro forma
debt-to-EBITDA leverage of 4.8x is only slightly below Moody's
current upgrade debt-to-EBITDA leverage factor of 5.0x debt/EBITDA.
As part of the review, Moody's will assess whether an improved
operating profile provides greater free cash flow and financial
flexibility to manage with higher leverage than Bally's prior to
the transaction.

Ratings could be upgraded if the transaction components including
equity funding are executed as planned, the EBITDA performance of
Bally's improves, and Gamesys' EBITDA continues to perform at or
better than current levels. Moody's would also need to be confident
that the gaming sector will continue to recover from the
coronavirus. In addition, the company would need to maintain
debt-to-EBITDA below 5.0x, meaningfully positive free cash flow,
and at least good liquidity to be upgraded.

While less likely due to the review for upgrade, the ratings could
be downgraded if Bally's earnings do not recover as expected in
2021 or competition or other operating issues weaken Gamesys'
earnings prospects. A deterioration in liquidity or other
leveraging actions could also lead to a downgrade.

Bally's Corporation (NYSE: Baly) owns and operates casinos in the
US. The company currently owns and manages 12 casinos across 8
states, a horse racetrack and 13 off track betting licenses in
Colorado. Following the completion of pending acquisitions, as well
as the construction of a land-based casino in Centre County, PA,
Bally's will own 15 casinos across 11 US states. Revenue and EBITDA
for the company's FYE Dec. 31, 2020 was US$373 million and $US71
million, respectively.

Gamesys Group, plc is the parent company of an online gaming group
that provides entertain to a global consumer base and is listed on
the London Stock Exchange under the ticker symbol "GYS." Revenue
and EBITDA for the company's FYE Dec. 31,  2020 was US$727 million
and $US206 million, respectively.

The principal methodology used in these ratings was Gaming
Methodology published in October 2020.


BLUE EAGLE: Eagle Ray Selling Georgiana Property to APK for $345K
-----------------------------------------------------------------
Eagle Ray Investments, LLC, an affiliate of Blue Eagle Farming,
LLC, asks the U.S. Bankruptcy Court for the Northern District of
Alabama to authorize the sale of the real property located in
Butler County, Alabama, listed in the Debtor's Schedules as "Dollar
General, 119 Hwy 106, Georgiana, Alabama," tax parcel
identification numbers is 17-05-22-4-002-003.001, to APK Properties
VIX, LLC for $345,000, free and clear of any liens, encumbrances or
interests.

On March 22, 2021, Eagle Ray and the Purchaser completed execution
of an agreement to purchase the Property.  The Purchaser agreed to
pay a total price of $345,000 for the Property.  The Sale Agreement
was negotiated at arms'-length between the parties' respective
representatives.

The broker, Marcus & Millichap, will receive a full commission paid
by the Seller at closing.  The broker compensation is 6%, paid only
to Marcus & Millichap.  

The marketing efforts for the Property were mostly the use of a
real estate agent to list the Property for sale.

The tax value given by Butler County in 2020 was $346,400.

Eagle Ray is a party to a lease with Dolgencorp, LLC related to the
Property where Eagle Ray is the landlord and Dolgencorp, LLC is the
tenant.  Eagle Ray seeks to assume the Lease and assign the Lease,
pursuant to section 365 of the Bankruptcy Code, to the Purchaser.
It has no cure obligations under the Lease.

Eagle Ray is unaware of any person or entity with a lien, claim,
interest or encumbrance on the property.  However, in the event
that any person or entity claims a valid lien, claim, encumbrance
or interest, the lien is in bona fide dispute, as required pursuant
to Section 363(f)(4).

The proposed sale of the Property is an exercise of Eagle Ray's
sound business judgment.

Eagle Ray respectfully asks that the Court waives the 14-day stay
imposed by Bankruptcy Rule 6004(h), as the exigent nature of the
relief sought justifies immediate relief.

A copy of the Agreement is available at https://tinyurl.com/je3sv45
from PacerMonitor.com free of charge.  

The Purchaser:

          APK PROPERTIES IX, LLC
          c/o KMB Design Group, LLC
          1800 Route 34, Suite 209
          Wall, NJ 07719
          Attn: Stephen A. Bray
          E-mail: sbray@kmbcompanies.com

The Purchaser is represented by:

          MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
          1300 Mount Kemble Avenue
          P.O. Box 2075
          Morristown, NJ 07962
          Attn: Lucille J. Karp, Esq.
          E-mail: lkarp@mdmc-law.com

                    About Blue Eagle Farming

Blue Eagle Farming and H J Farming are engaged in the business of
cattle ranching and farming.  Blue Smash Investments operates in
the financial investment industry; War-Horse Properties manages
companies and enterprises; Eagle Ray Investments and Forse
Investments are lessors of real estate while Armor Light, LLC, is
engaged in the business of residential building construction.

Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC,
sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018.

On June 9, 2018, five Blue Eagle affiliates filed Chapter 11
petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC,
Forse Investments LLC, Armor Light LLC, and War-Horse Properties,
LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711).  The cases
are jointly administered under Case No. 18-02395.

In the petitions signed by Robert Bradford Johnson, general
partner
of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1
million to $10 million in assets and $100 million to $500 million
in liabilities as of the bankruptcy filing.

Judge Tamara O. Mitchell presides over the cases.

Burr & Forman LLP is the Debtors' legal counsel.



BLUE RACER: S&P Raises Senior Notes Rating to 'B+'
--------------------------------------------------
S&P Global Ratings raised its issue-level rating on natural gas
gathering and processing company Blue Racer Midstream LLC's senior
notes due in 2025, 2026 to 'B+' from 'B' and revised its recovery
rating to '3' (50%-70%; rounded estimate: 55%) from '5' (10%-30%;
rounded estimate: 25%) following the company's reduction of its
revolving credit facility's capacity to $750 million from $1
billion and repayment of the 2022 notes.

S&P's stable outlook on Blue Racer continues to reflect its
expectation for leverage of less than 5x despite its
lower-than-expected volumes, which it expects it to offset with its
flexible capital budget, a potential reduction in its
distributions, and its adequate liquidity.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

-- S&P's recovery analysis reflects the following capital
structure:

    --A $750 million senior secured revolving credit facility due
in April 2025;

    --$600 million of senior unsecured notes due in December 2025;
and

    --$300 million of senior unsecured notes due in July 2026.

S&P's simulated default scenario contemplates a default occurring
in 2025 stemming from lower volumes and fee-based revenue due to a
sustained cyclical downturn in the industry. S&P also assumes that
the company's revolving credit facility is 85% drawn and all debt
amounts include six months of prepetition interest before default.

Simulated default assumptions

-- Simulated year of default: 2025
-- EBITDA at emergence: $177 million
-- EBITDA multiple: 7x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $1.18
billion

-- Value available to first-lien debt claims: $1.18 billion

-- Secured first-lien debt claims: $660 million

    --Recovery expectations: 90%-100% (rounded estimate: 95%)

-- Total value available to unsecured claims: $515 million

-- Total unsecured claims: $933 million

    --Recovery expectations: 50%-70% (rounded estimate 55%)



BOY SCOUTS OF AMERICA: Hartford Agrees to Pay $650M in Settlement
-----------------------------------------------------------------
Molly Kissler of Bloomberg News reports that the Hartford entered
into a settlement pact with the Boy Scouts of America, and will pay
$650 million "for sexual abuse claims associated with policies
mostly issued in the 1970s."

The agreement releases Hartford from any obligation under policies
it issued to the Boy Scouts and its local councils.

The agreement is in connection with the Boy Scouts Chapter 11
bankruptcy filing. The company estimates unfavorable 2020
development of about $225 million in the first quarter of 2021 that
includes a charge to increase reserves for the settlement.  It also
estimates current accident year catastrophe losses, net of
reinsurance, of about $214 million.

Pursuant to the Settlement, Hartford Accident and Indemnity
Company, First State Insurance Company, Twin City Fire Insurance
Company and Navigators Specialty Insurance Company shall be jointly
and severally liable for, and shall pay the BSA or, at the BSA’s
written direction, the Settlement Trust (or other designee,
assignee, or successor of the BSA, as specified in writing by the
BSA), the total amount of $650,000,000 (the "Settlement Amount").
The Settlement Amount shall be paid in United States currency, via
wire transfer or other acceptable means, within 30 days of the date
on which Hartford Accident and Indemnity Company, First State
Insurance Company, Twin City Fire Insurance Company and Navigators
Specialty Insurance Company receive written notice of the Agreement
Effective Date from the BSA.  Such notice shall also contain
details identifying the payee and account(s) into which payment of
the Settlement Amount shall be made.  In the event payment is due
on a date that is not a business day, the payment shall be due on
the first business day thereafter.  

                   About Boy Scouts of America

The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code.  Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations.  Its national
headquarters is located in Irving, Texas.

The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.

Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.

The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor.  Omni
Agent Solutions is the claims agent.

The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.


BOYNE USA: S&P Alters Outlook to Stable, Affirms 'B' ICR
--------------------------------------------------------
S&P Global Ratings revised its rating outlook to stable from
negative and affirmed its 'B' issuer credit rating on Boyne USA
Inc.

S&P said, "We also assigned our 'B' issue-level and '4' recovery
ratings to the company's proposed $540 million senior unsecured
notes due 2029. The company plans to use proceeds and cash balances
to refinance its existing $580 million secured second-lien notes
due 2025. "The stable outlook reflects our forecast for leverage in
the 5.5x-6x range in 2021, which would provide an adequate cushion
compared to our 7x downgrade threshold, even in the event of a
modest pullback in demand or moderately adverse weather conditions
during the 2021/2022 ski season.

"The outlook revision and rating affirmation reflect our
expectation that Boyne will improve leverage to the 5.5x to 6x
range in 2021, from 6x in 2020, as a result of higher demand for
its season pass and lift ticket products and a recovery in
ancillary revenue.Demand for outdoor recreation remains elevated
due to the perception that activities such as skiing are safe and
compatible with social distancing guidelines. As a result, while
capacity restrictions have curtailed the number of skiers allowed
on the company's mountains, Boyne grew lift revenue so far during
the 2020/2021 ski season, which has partially offset a decline in
ancillary revenue. Additionally, because a larger proportion of
revenue wasderived from higher-margin season passes and lift
tickets, the company grew adjusted EBITDA modestly in 2020. In our
updated base case, we assume lift revenue grows 5%-10% in 2021,
10%-15% above 2019 levels, driven by resilient levels of demand
throughout the current ski season and higher effective ticket
prices. We assume ancillary revenue grows 5%-10% in 2021 compared
to 2020, though we expect total ancillary revenue to remain
approximately 10% below that of 2019. We have assumed modestly
lower EBITDA margin in 2021 as lower-margin ancillary services
gradually recover during the year as capacity restrictions are
lifted.

"Under these base-case assumptions, we expect the company to
generate adjusted EBITDA of approximately $100 million-$110 million
and we expect the company to maintain leverage in the 5.5x-6x range
in 2021. We believe revenue and EBITDA will continue to grow in
2022 as capacity restrictions at the company's resorts are removed
once widespread immunization is achieved. Pro forma for the
proposed notes issuance and moderately lower total interest
expense, we expect EBITDA coverage of interest will be good for the
rating in the high-2x area in fiscal 2021, and increase to the
mid-3x area in fiscal 2022. Prior to any ski season, there is
typically some level of uncertainty around demand, revenue, and
EBITDA generation based on snowfall conditions, and that adverse
weather conditions in one or more of Boyne's major markets could
cause EBITDA to be lower and leverage higher than our base-case
forecast.

"We believe Boyne's portfolio of regional drive-to resorts
positions it well for the remainder of the 2020/2021 ski season and
the 2021/2022 ski season. We believe regional, drive-to resorts,
which account for approximately 75%-80% of Boyne's revenue, could
continue to experience elevated demand for as long as travel
restrictions remain in place and lingering consumer apprehension
regarding commercial air travel persists. This could lead to strong
season pass sales for the 2021/2022 ski season, which typically go
on sale in the spring. It is also our understanding that airlines
have increased the number of flights into Bozeman, Mont., which is
just an hour's drive from Big Sky, one of Boyne's most important
destination resorts, which typically generates a meaningful portion
of EBITDA.

"Sensitivity to discretionary spending, adverse weather patterns,
as well as the company's concentration in the North American market
are key risks. We believe there could be a modest pullback in
demand for outdoor recreation once widespread immunization is
achieved and consumers feel comfortable participating in other
forms of entertainment. In addition, although we typically assume
normal weather patterns, Boyne's revenue and EBITDA can be
significantly impacted by poor snowfall. Further rating upside is
limited over at least the next year and would likely be predicated
on our belief that Boyne could withstand pressure arising from at
least one of these key risks.

"We believe Boyne has adequate liquidity to weather the remainder
of the pandemic, incorporating the proposed notes offering and our
base-case assumptions, including elevated levels of capital
spending over the next few years. Boyne intends to use the proceeds
from the proposed notes issuance as well as approximately $95
million of cash on hand to refinance its existing $580 million
second-lien notes due in 2025, pay down bank debt and mortgages,
and pay transaction fees and expenses. Concurrently, the company is
entering into a new and upsized $90 million revolving credit
facility. Following the close of the transaction, we expect Boyne
will maintain an adequate liquidity profile as cash used to
refinance and reduce existing debt will be somewhat offset by an
additional $40 million in revolver availability.

"We expect Boyne to spend approximately $100 million in capital
expenditures in 2021, which is significantly above the $56.3
million and $53.6 million that the company spent in 2019 and 2020,
respectively. Additionally, we expect elevated capital expenditures
beyond 2021 as Boyne opportunistically invests in its mountain
resorts in anticipation of higher skier visitation in a
post-pandemic environment as well as complete discretionary capital
projects that it delayed in 2020 as the company sought to conserve
cash during the COVID-19 pandemic. As a result of the elevated
capital spending, we expect Boyne to burn approximately $20
million-$30 million in cash in 2021 and that discretionary cash
flow could be minimal over the next couple of years under our
base-case forecast.

"The stable outlook reflects our forecast for leverage in the
5.5x-6x range in 2021, which would be a good cushion compared to
our 7x downgrade threshold, even in the event of a modest pullback
in demand or moderately adverse weather conditions during the
2021/2022 ski season.

"We could lower our ratings if we believe the company would sustain
lease-adjusted debt to EBITDA above 7x. This would likely be the
result of either a delay in the vaccine rollout or spread of
resistant COVID variants that pushes out widespread immunization,
adverse weather conditions in one or more of its major geographic
regions that cause a steep decline in skier visitation and revenue,
or a material leveraging transaction.

"In order to raise the rating we would need to believe that Boyne
could withstand a decline in skier visitation, revenue, and EBITDA
resulting from poor snowfall or an inadvertent operating misstep
while maintaining leverage at or below our 5x upgrade threshold."


BRAZOS DELAWARE II: Moody's Hikes CFR to B3 on Positive Cash Flow
-----------------------------------------------------------------
Moody's Investors Service upgraded Brazos Delaware II, LLC's
Corporate Family Rating to B3 from Caa1, Probability of Default
Rating to B3-PD from Caa1-PD and senior secured term loan rating to
B3 from Caa1. The outlook was changed to stable from negative.

"The upgrade of Brazos' ratings reflects our expectation for
increasing volumes on the company's system driving higher EBITDA,
improving interest coverage, and continuing positive free cash
flow," said Jonathan Teitel, a Moody's analyst. "Leverage will
remain elevated in 2021 but Brazos will have stronger financial
performance than we were previously expecting."

Upgrades:

Issuer: Brazos Delaware II, LLC

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

Corporate Family Rating, Upgraded to B3 from Caa1

Senior Secured Term Loan, Upgraded to B3 (LGD4) from Caa1 (LGD4)

Outlook Actions:

Issuer: Brazos Delaware II, LLC

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The upgrade of Brazos' CFR to B3 recognizes the company's success
in navigating the challenging commodity price and volume
environment of 2020. Moody's expects higher volumes and increased
EBITDA to drive lower leverage through 2022, improving the
sustainability of the capital structure and reducing default risk.
Significant continued leverage reduction is key to support the
credit rating. Moody's expects that Brazos will continue to
generate positive free cash flow supporting liquidity and that the
term loan's excess cash flow sweep will support further debt
reduction in early 2022. Brazos has flexibility around capital
expenditures and significantly reduced its spending beginning in
the second quarter of 2020 and maintained low spending for the
remainder of the year. Moody's expects capital expenditures will
ramp up with well connections to support volume growth but that
Brazos will have inherent flexibility around capital expenditures
if fewer wells are connected to the system. Brazos has a debt
service reserve account which provides credit support. The
company's revolver is undrawn and the term loan does not mature
until 2025 providing the company runway to execute on its operating
plans.

Brazos' B3 CFR reflects small scale and still elevated leverage
while the company maintains adequate liquidity. Brazos is supported
by customers' acreage dedications in the highly economic Delaware
Basin. The dedicated acreage is in Texas and none are on federal
lands. In contrast, other midstream operators that have customers
with acreage on federal lands face risks and uncertainties about
future permitting for drilling and leasing. Brazos has revenue
concentration among top customers but the group includes strong
producers from both a credit profile and operational capability
perspective. Brazos' contracts are long-term and fixed fee though
there are volume risks as producers adjust capital spending. The
company generates a small portion of revenue from the sale of
processed residue gas, natural gas liquids and condensate recovered
while processing natural gas.

Moody's expects that Brazos will maintain adequate liquidity well
into 2022. As of December 31, 2020, the company had $56 million of
cash and an undrawn $50 million revolver due 2023 with $46.5
million available ($3.5 million in letters of credit were
outstanding). In addition to revolver availability, Moody's expects
that the company will maintain its sizable cash balance to support
liquidity. The revolver and term loan have minimum debt service
coverages ratio of 1.1x. The revolver also has a maximum super
senior leverage ratio of 1.25x. Moody's expects the company will
maintain ample headroom for future compliance with these covenants
well into 2022.

The $848 million term loan due 2025 (amount outstanding as of
December 31, 2020) is rated B3. The $50 million revolver due 2023
(unrated) has a first out preference over the term loan. The
company also has $27 million of equipment financing that is
primarily secured by certain compressor units. Because of the small
size of the revolver and equipment financing, the term loan
comprises the preponderance of the debt, and therefore the term
loan is rated the same as the CFR.

The stable outlook reflects Moody's expectation that Brazos will
have increasing volumes, supporting increased EBITDA and lower
leverage over the next 12-18 months while the company generates
positive free cash flow and maintains adequate liquidity.

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

Factors that could lead to an upgrade include significantly
increased scale, durable growth of volumes and EBITDA, and debt
reduction while maintaining adequate liquidity. Debt/EBITDA <
5.5x could be supportive of an upgrade.

Factors that could lead to a downgrade include EBITDA/interest <
2.5x, negative free cash flow, leverage not declining as expected
or otherwise weakening liquidity.

Brazos, headquartered in Fort Worth, Texas, is a privately held
company that owns a natural gas and crude oil midstream system in
the Delaware Basin in Texas, within the broader Permian Basin.
Brazos is majority-owned by North Haven Infrastructure Partners II
for which Morgan Stanley Infrastructure, Inc. is advisor and
manager. Williams MLP Operating, LLC owns 15% of Brazos.

The principal methodology used in these ratings was Midstream
Energy published in December 2018.


BRAZOS PERMIAN: S&P Raises ICR to 'B-', Outlook Positive
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Brazos
Permian II LLC  to 'B-' from 'CCC+'. The outlook is positive. At
the same time, S&P raised its issue-level rating on Brazos' $848
million outstanding senior secured term loan B to 'B-' from 'CCC+'.
S&P's recovery rating on the company's debt remains '3', which
indicates meaningful (50%-70%; rounded estimate: 55%) recovery in
the event of default.

S&P said, "The positive outlook reflects our view that the company
will continue to increase its throughput volumes and EBITDA during
the next 24 months. We project adjusted debt to EBITDA in the
6x-6.5x range in 2021, improving to below 6x in 2022."

Brazos demonstrated volume resiliency despite the commodities
market downturn in 2020. The company's wellhead gas volumes
increased by more than 20% to 367 million cubic feet per day in
August 2020, compared with the average volumes during the spring
months when commodity markets were most volatile. Brazos saw
additional throughput growth as well completions increased on its
dedicated acreage during the second half of the year. As a result,
we estimate Brazos' system is currently 70%-75% utilized. S&P said,
"We anticipate Brazos to continue to ramp up its volumes in 2021 as
drilling activity in the Delaware basin continues to improve given
West Texas Intermediate (WTI) spot prices above $50 per barrel,
which is higher than the $30-$35 per barrel break-even level. While
we expect exploration and production (E&P) companies to focus on
capital management and debt reduction in the first half of this
year, we see a scenario in which volume recovery will be more
pronounced in the second half of 2021."

Upstream consolidation improved counterparty quality.
Investment-grade producers now account for about 70% of Brazos'
2020 fee-based revenue on a pro-forma basis, which reflects the
upstream industry consolidation having taken place in 2020 with
larger E&P companies acquiring smaller players. Brazos' customer
portfolio includes well-capitalized companies like ConocoPhillips,
Diamondback Energy Inc., Shell Oil Co., Exxon Mobil Corp., Pioneer
Natural Resources USA Inc., and Devon Energy Corp.

S&P said, "We project credit metrics to improve during the next
12-24 months. Brazos' adjusted leverage declined to about 8x in
2020 from above 11x in 2019, reflecting higher EBITDA and the $33
million repayment of the term loan B balance. The company saw a
substantial increase in its operating cash flow and generated about
$15 million of free cash flow in 2020. As Brazos' asset base is
built out, it does not contemplate any major growth projects this
year. We expect it to focus on debt reduction and forecast leverage
6x-6.5x in 2021, declining to 5.5x in 2022."

Brazos is relatively small compared with other G&P companies in the
area. Notwithstanding strong throughput volumes, Brazos has a
relatively small scale of operations, with about 500,000 dedicated
acres and expected EBITDA of about $130 million in 2021. Brazos'
contract profile consists of fixed-fee acreage dedication with no
minimum volume commitments, which exposes the company to volumetric
risk.

S&P said, "The positive outlook on Brazos reflects our view that
the company will continue to increase its throughput volumes and
EBITDA during the next 24 months while generating positive free
cash flow that it may use to reduce its debt balance. We project
adjusted debt to EBITDA in the 6x-6.5x range in 2021, improving to
below 6x in 2022. We also anticipate Brazos to maintain ample
headroom over its 1.1x debt service coverage ratio covenant over
the next 24 months.

"We could take a negative rating action if we expected Brazos to
sustain leverage above 6.5x on a forward-looking basis. This could
happen due to a potential underperformance of its throughput
volumes, which could affect its EBITDA, or due to a material
debt-financed expansion projects.

"We could raise our rating on Brazos if the company reduced its
adjusted leverage to below 6x on a sustained basis while increasing
its volumes and generating positive free cash flows."



BUFFALO SH: Reaches Steady Capital Stipulation; Files Amended Plan
------------------------------------------------------------------
Buffalo SH Partner I, LP, submitted a First Amended Plan of
Reorganization dated April 15, 2021.

The First Amended Plan discusses the agreement of the Debtor,
General Partner and Steady Capital to a resolution of their
disputes in this Chapter 11 Case and the Texas Litigation as set
forth in the Stipulation and Agreed Order, which was approved and
entered by the Bankruptcy Court on April 14, 2021.

The Steady Capital Stipulation provides, among other things, that:
(1) the Motion to Dismiss is withdrawn without prejudice; (2) the
Texas Litigation is to be stayed pending the sale of another
property in General Partner's portfolio, at which time the Texas
Litigation is to be dismissed; (3) the Steady Capital Claim is
allowed as filed and is to be paid on a discounted basis; (4)
certain adequate protection payments are to be made to Steady
Capital; and (5) if the Steady Capital Claim is not timely paid
and/or certain adequate protection are not timely made, this
Chapter  11 Case will automatically be converted to a case under
Chapter 7 of the Bankruptcy Code, with any such conversion to occur
as early as June 8, 2021, or no later than July 31, 2021.

The Plan incorporates the terms of the Steady Capital Stipulation,
and to the extent that there is any conflict between the Plan and
the Steady Capital Stipulation, the Steady Capital Stipulation
shall control.

The First Amended Plan does not alter the proposed treatment for
unsecured creditors and the equity holder:

     * Class 2 General Unsecured Claims are unimpaired and will
recover 100% of their claims.  Unsecured creditors will receive
payment in full, in cash, on the later of (1) the Effective Date;
or (2) the date such general unsecured claim is allowed.

     * Class 3 consists of all Interests in the Debtor. Each
Allowed Interest shall be Reinstated. Holders of Interests shall
not receive any distribution on account of such Interests. Class 3
is Unimpaired.

The Plan will be implemented through the use of funds currently in
the possession of the Debtor or to be received by the Debtor prior
to the Effective Date, including, without limitation, the Funding
Payment from the Plan Sponsor, all as set forth more fully in the
Steady Capital Stipulation.

All Classes of Claims and Interests are Unimpaired and are deemed
to have accepted the Plan. Additionally, Steady Capital has agreed
to support the Plan as set forth in the Steady Capital
Stipulation.

The Bankruptcy Court has scheduled the Confirmation Hearing to
commence on May 26, 2021, at 1:30 p.m., before the Honorable Janet
S. Baer, United States Bankruptcy Judge, in the United States
Bankruptcy Court for the Northern District of Illinois. Objections
to Confirmation of the Plan must be filed and served by no later
May 19, 2021.

A full-text copy of the First Amended Plan of Reorganization dated
April 15, 2021, is available at https://bit.ly/3ttNU4W from
PacerMonitor.com at no charge.

Counsel to the Debtor:

     Jerry L. Switzer, Jr.
     Trinitee G. Green
     Polsinelli PC
     150 N. Riverside Plaza, Suite 3000
     Chicago, IL 60606
     Telephone: (312) 819-1900
     Facsimile: (312) 819-1910
     E-mail: jswitzer@polsinelli.com
             tggreen@polsinelli.com

                    About Buffalo SH Partner I

Buffalo SH Partner I LP owns 100% of the membership interests in
Ivy Buffalo I, LLC, which in turn owns 50% of the membership
interests in Herron Drive Associates, LLC.  The other 50% of the
membership interests in Herron are owned by a third-party investor.
Herron owns a student housing property located at 100 Herron Drive,
Amherst, NY called Block20, which has over 190 apartment units.  

Buffalo SH Partner I LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-20671) on Nov. 24,
2020.  At the time of the filing, the Debtor estimated assets of
between $10,000,001 and $50,000,000 and liabilities of between
$1,000,001 and $10,000,000.  

Judge Janet S. Baer oversees the case.

Polsinelli PC serves as the Debtor's legal counsel.


CARDINAL LSD: Moody's Raises GOULT Debt Rating to Ba2
-----------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the rating
on Cardinal Local School District, OH's general obligation
unlimited tax (GOULT) debt. Concurrently, Moody's assign a Ba2
issuer rating. The outlook is positive. The issuer rating reflects
the district's ability to repay debt and debt-like obligations
without consideration of any pledge, security, or structural
features. This action concludes a review for possible upgrade
initiated on January 26, 2021 in conjunction with the release of
the US K-12 Public School Districts Methodology. The district has
$1.4 million rated GOULT debt outstanding.

RATINGS RATIONALE

The Ba2 issuer rating incorporates the district's improved but
still narrow financial position, persistent enrollment declines,
and above average leverage. Additional considerations include
moderate fixed costs, an average socioeconomic profile, and uneven
voter history.

Governance is a key rating driver of this rating action. The
district has historically faced challenges garnering voter support
for operating levies, resulting in habitually low cash reserves and
a debt service payment delinquency in December 2015. While the
district was successful in passing a new levy in May 2017, it
continues to struggle with sustainable expenditure reductions. The
district's new management team has taken steps to improve
governance which, until recently, was a credit weakness. Management
plans to focus on implementing new policies to stabilize financial
operations, improve budgeting practices, and establish formal
fiscal policies. The district will remain reliant on voter renewal
of existing operating levies for fiscal 2023 financial health as
new management attempts to maintain structural balance.

The Ba2 GOULT rating is equivalent to the Ba2 issuer rating because
of the district's full faith and credit pledge supported by the
authority to levy ad valorem property taxes to pay debt service
without limit as to rate or amount.

RATING OUTLOOK

The positive outlook reflects the district's new management and its
progress toward rebuilding operating balance. While the improved
cash position minimizes the probability of a near-term default,
weak enrollment trends will remain a challenge. The outlook also
considers the likelihood of credit strengthening over the near term
should the district continue to demonstrate a trend of structurally
balanced financial operations.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

-- Improved enrollment trends

-- Sustained growth in available fund balance and liquidity

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

-- Narrowing of fund balance or liquidity

-- Substantial increases to total leverage or fixed costs

LEGAL SECURITY

Debt service on the district's outstanding GOULT bonds is secured
by its pledge and authority to levy a dedicated, voter-approved
property tax, unlimited as to both rate and amount.

PROFILE

Cardinal Local School District encompasses 85 square miles in
Geauga County (Aa1), approximately 35 miles southeast of the City
of Cleveland (A1 stable). It provides kindergarten through twelfth
grade education to just under 850 students within the village of
Middlefield and several surrounding towns.

METHODOLOGY

The principal methodology used in these ratings was US K-12 Public
School Districts Methodology published in January 2021.


CARETRUST REIT: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of CareTrust
REIT, Inc., including its Ba2 corporate family rating. The ratings
outlook has been revised to stable from negative. The outlook
revision to stable reflects the REIT's strong operational and
financial results throughout the pandemic versus expectations.

The stable outlook reflects Moody's expectation that CareTrust will
continue to grow and diversify its tenant base, while maintaining
strong and stable cash flows and a conservative capital structure.

Affirmations:

Issuer: CareTrust REIT, Inc.

Corporate family rating, Affirmed at Ba2

Issuer: CTR Partnership, L.P.

Senior unsecured debt, Affirmed at Ba2

Rating Unchanged:

Issuer: CareTrust REIT, Inc.

Speculative grade liquidity rating, Maintained at SGL-2

Outlook Actions:

Issuer: CareTrust REIT, Inc.

Outlook, Revised to Stable from Negative

Issuer: CTR Partnership, L.P.

Outlook, Revised to Stable from Negative

RATINGS RATIONALE

CareTrust's Ba2 rating reflects its strong operational and
financial performance amid the current environment, despite lower
investment activity, occupancy, and higher cost of capital, having
collected substantially all of its contractual cash rents to date.
The REIT's rent coverage (EBITDAR) remains solid, at 2.02x for the
trailing twelve month period ended September 30, 2020, excluding
relief funds in connection with the COVID-19 pandemic, improving
from 1.90x pre-pandemic for the three month period ended March 31,
2020. Leverage, as measured by Net Debt/ EBITDA, was strong for the
rating category at 3.3x as of December 31, 2020, and below the
company's target range of 4-5x, providing the company with ample
dry powder for future growth and near-term capital needs.

CareTrust's SGL-2 speculative grade liquidity rating reflects
Moody's view over the next twelve months that the REIT will
maintain a good liquidity profile considering near-term funding
needs. As of December 31, 2020, the REIT has $550 million in
availability on its $600 million unsecured revolving credit
facility due in 2023, with two six-month extension options.
CareTrust's maturity schedule is strong, with no debt maturing
before 2023, when amounts outstanding on the revolving credit
facility come due. Moody's expect the company to opportunistically
access the capital markets in the near-term to refinance future
maturities. The company's asset pool was fully unencumbered as of
YE20, enhancing the company's alternate liquidity sources and
financial flexibility.

The stable outlook reflects Moody's expectation that CareTrust will
continue to grow and diversify its tenant base, while maintaining
strong and stable cash flows and a conservative capital structure.

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

A ratings upgrade would be predicated on profitable growth and
continued demonstration of strength from operators as measured by
rent coverage, given industry pressures. In addition, an upgrade
would reflect maintenance of Net Debt/EBITDA within its target
range of 4-5x on a sustained basis and growth in gross assets to
above $2.0 billion.

A ratings downgrade would reflect a material shift in capital
structure, with Net Debt/EBITDA above 5.0x on a sustained basis, an
increase in tenant operator exposure above current levels, and/or a
sustained deterioration in property coverage levels particularly
from major tenants. Significant operating challenges, as
demonstrated by occupancy declines or earnings deterioration, or
failure to maintain adequate liquidity would also lead to downward
ratings pressure.

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

CareTrust REIT, Inc. is a real estate investment trust,
headquartered in San Clemente, California, that specializes in the
ownership of triple-net leased healthcare facilities throughout the
United States. The company's owned and leased assets include a
portfolio of skilled nursing, senior housing, independent living,
and multi-service campus real estate properties.


CASTEX ENERGY: Ch.11 Plan Vote Delayed, To Obtain More Cleanup Info
-------------------------------------------------------------------
Alex Wolf of Bloomberg News reports that Castex Energy's bankruptcy
plan vote is delayed to get additional information on cleanup.

Castex Energy 2005 Holdco LLC must revise its bankruptcy plan and
disclosures to address lingering concerns about its ability to
address environmental cleanup liabilities, a judge said.

The Houston-based company needs to provide more information
explaining specific features of its Chapter 11 wind-down plan and
how it will meet obligations to plug and abandon oil and gas wells,
Judge Marvin Isgur said at a hearing Friday, April 16, 2020. The
judge responded to concerns from attorneys for the company's
non-bankrupt business partners.

Creditors will be able to review the updated documents and raise
concerns before the court approves a vote on the plan.

                       About Castex Energy

Castex Energy Partners, L.P., and its affiliates are engaged in the
exploration, development, production and acquisition of oil and
natural gas properties located in the Gulf of Mexico, state waters
of Louisiana, onshore Louisiana, and onshore Texas.  

Castex owns interests in approximately 182 oil, gas, and related
wells, and have estimated proven reserves of 2.3 MMBO (oil and gas
condensate) and 4 BCFE (natural gas). It is also a party to
numerous joint operating agreements, joint development agreements,
exploration agreements, and area of mutual interest agreements, and
own interests in certain fee lands.

Castex Energy Partners, L.P., along with 5 affiliates, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in
Houston, on Oct. 16, 2017, after reaching terms with lenders of a
restructuring plan that would convert debt into equity.  The Plan,
which granted 100% of the equity to holders of RBL secured claims
totaling $400 million, was confirmed Feb. 28, 2018, and Castex
emerged from bankruptcy in March 2018.

On Feb. 26, 2021, Castex Energy Partners, LLC, along with three
affiliates, including Castex Offshore, Inc., returned to Chapter 11
bankruptcy.  The lead case is In re Castex Energy 2005 Holdco, LLC
(Bankr. S.D. Tex. Case No. 21-30710).

Castex Energy Partners estimated assets and debt of $100 million to
$500 million as of the bankruptcy filing.

The Hon. David R. Jones oversees the present case.

In the prior case, the Debtors tapped Kelly Hart & Pitre, as
counsel; Paul Hastings LLP, as special counsel; and Alvarez &
Marsal North America, LLC, as restructuring advisor.

In the recent case, the Debtors tapped OKIN ADAMS LLP as general
bankruptcy counsel; and THE CLARO GROUP, LLC, as financial advisor.
THOMPSON & KNIGHT LLP is the special counsel & conflicts counsel.
DONLIN, RECANO & COMPANY, INC., is the claims agent.


CASTEX ENERGY: Seeks to Resolve United States' Potential Objection
------------------------------------------------------------------
Castex Energy 2005 Holdco, LLC, et al., submitted a First Amended
Disclosure Statement in support of its First Amended Joint Chapter
11 Plan dated April 15, 2021.

The Debtors filed Chapter 11 Cases in order to provide a method of
satisfying the Secured Debt Claims, providing a recovery to their
creditors, and specifically addressing certain P&A Obligations, the
Funded Statutory P&A Obligations, that would not likely be
satisfied through an alternative wind-down.

Pursuant to the terms of the Talos PSA and Talos Escrow Agreement,
825,572 shares of the Talos Shares are being held in escrow as
security against certain potential indemnification claims
assertable by Talos against the Debtors under the Talos PSA and not
covered under the representations and warranties insurance policy
held by Talos. Under the terms of the Talos PSA and Talos Escrow
Agreement, the Escrowed Talos Shares shall be held for a period of
twelve months following the closing of the Talos Sale. To date, the
Debtors are not aware of any claims asserted by Talos against the
Escrowed Talos Shares.

As of April 2, 2021, the Debtors have ceased producing and are
deferring production on the COI-operated properties. All platforms
continued to be monitored to ensure that such properties are
maintained in a safe and secured manner.

The United States objects to the proposed treatment of the Debtors'
P&A Obligations under the Plan on the grounds that the Debtors' and
Post-Effective Date Debtors' decommissioning obligations and
related regulatory obligations. The United States maintains that
the Debtors and Post-Effective Date Debtors are prohibited from
limiting, defining, abandoning, or otherwise evading their
nondischargeable decommissioning obligations by Midlantic Nat. Bank
v. N.J. Dept. of Envtl. Prot., 474 U.S. 494 (1986).

The Debtors and the United States are engaged in negotiations to
resolve the United States' potential objection to confirmation of
the Plan. If no consensual resolution is reached, however, the
United States will object to confirmation of any Plan that fails to
fully account for the Debtors' and the Post-Effective Date Debtors'
nondischargeable statutory, regulatory, and contractual obligations
to the United States to decommission all of their operated and
non-operated properties.

The Plan shall be implemented on the Effective Date. At the present
time, the Debtors believe that there will be sufficient funds to
pay in full the expected payments required under the Plan to
Holders of Allowed Administrative Expense Claims, Holders of
Allowed Priority Non-Tax Claims in Class 1, and Holders of Other
Priority Claims in Class 2. Class 3, Holders of Allowed Secured
Debt Claims, will receive their Pro Rata Share of the equity
interests in Lender NewCo. Class 4, Holders of General Unsecured
Claims, will receive a Pro Rata Share of the interests in the
Liquidating Trust. Class 5, Intercompany Claims, will be adjusted
or reinstated, as determined by the Debtors, subject to the consent
of the Required Lenders. Class 6, Class 510(b) Claims, shall have
Claims extinguished and canceled receiving no distribution. Class
7, Intercompany Interests, will be adjusted, reinstated or
discharged by the Debtors. Class 8, Existing Interests, will be
canceled, released, and extinguished by the Debtors.

Proposed attorneys for the Debtors:

     Matthew S. Okin
     David L. Curry, Jr.
     Ryan A. O'Connor
     Johnie A. Maraist
     OKIN ADAMS LLP
     1113 Vine St., Suite 240
     Houston, Texas 77002
     Tel: 713.228.4100
     Fax: 888.865.2118
     E-mail: mokin@okinadams.com
     E-mail: dcurry@okinadams.com
     E-mail: roconnor@okinadams.com
     E-mail: jmaraist@okinadams.com

                 About Castex Energy 2005 Holdco

Castex Energy 2005 Holdco, LLC and its affiliates, Castex Energy
2005, LLC, Castex Energy Partners, LLC, and Castex Offshore, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on
February 26, 2021 (Bankr. S.D. Tex. Lead Case No. 21-30710) on
February 26, 2021.  The petitions were signed by chief
restructuring officer, Douglas J. Brickley.  At the time of the
filing, the Debtors estimated their assets and liabilities at $100
million to $500 million.

Judge David R. Jones oversees the case.  

The Debtors are represented by Matthew Okin, Esq. at Okin Adams
LLP.  The Debtors tapped The Claro Group, LLC as their Financial
Advisors, Thompson & Knight LLP as their Special Counsel and
Conflicts Counsel, and Donlin, Recano & Company, Inc. as their
Notice, Claims & Balloting Agent.


CBL & ASSOCIATES: Agrees With Lenders on New Bankruptcy Plan
------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that CBL & Associates
Properties Inc. filed an amended Chapter 11 plan that incorporates
a settlement with its key lenders, moving the mall operator a step
closer to court approval of its reorganization.

The amended plan would reduce CBL's funded debt by about $1 billion
and cut annual interest payments by $20 million, CBL said in its
amended disclosure statement, filed Thursday, April 15, 2021. "The
Restructuring will leave the Debtors' operations and business
intact," it said.

The amended plan filed with the U.S. Bankruptcy Court for the
Southern District of Texas is the result of negotiations.

                About CBL & Associates Properties

CBL & Associates Properties, Inc. --
http://www.cblproperties.com/--is a self-managed,
self-administered, fully integrated real estate investment trust
(REIT) that is engaged in the ownership, development, acquisition,
leasing, management and operation of regional shopping malls,
open-air and mixed-use centers, outlet centers, associated centers,
community centers, and office properties.

CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.

CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Tex. Lead Case No. 20-35226).

The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC, as financial advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.


CBL & ASSOCIATES: Says Negotiations w/ Bondholder & Lenders Ongoing
-------------------------------------------------------------------
CBL & Associates Properties, Inc., et al., submitted a Disclosure
Statement for the Amended Joint Chapter 11 Plan dated April 15,
2021.

The Debtors, the Bank Lenders, and the Ad Hoc Bondholder Group
re-engaged in negotiations, including a Court-ordered mediation
(the "Mediation") between the Debtors, Ad Hoc Bondholder Group,
Bank Lenders, and the Creditors Committee (collectively, the
"Mediation Parties"). After several weeks of extensive good faith
negotiations, the Debtors, Consenting Noteholders, and Consenting
Bank Lenders agreed upon terms of a consensual restructuring and
entered into an amended restructuring support agreement (the
"Restructuring Support Agreement" or "RSA") dated March 21, 2021.

The Debtors have filed a motion with the Court seeking authority to
perform their obligations under the RSA (the "RSA Approval
Motion"). The terms of the comprehensive, tripartite settlement
embodied in the RSA resolve the contentious and complicated issues
at the heart of these Chapter 11 Cases, including (i) the treatment
of the Bank Lenders', Consenting Crossholders', and Consenting
Noteholders' claims in these Chapter 11 Cases, and (ii) claims
asserted by the Debtors and the Bank Lenders in the Wells Fargo
Adversary Proceeding.

In accordance with the RSA, the Plan provides for a comprehensive
restructuring of the Company's balance sheet. Specifically, the
proposed restructuring embodied in the Plan contemplates, among
other things:

   -- The following treatment of holders of Claims and Interests:

     * Each holder of an Allowed First Lien Credit Facility Claim
will receive its pro rata share of (i) the Exit Credit Facility
Distribution and (ii) $100,000,000 in Cash, payable, first, from
Cash deposited in the segregated account maintained by the Debtors
(ii) of the Final Cash Collateral Order and, second, from other
Cash on hand.

     * Each holder of an Allowed Consenting Crossholder Claim will
receive its pro rata share of the Consenting Crossholder Claims
Recovery Pool; provided, that each Consenting Crossholder entitled
to receive New Senior Secured Notes on account of its Crossholder
Claim shall be entitled to make the Convertible Notes Election.

     * Each holder of an Allowed Unsecured Claim will receive its
pro rata share of the Unsecured Claims Recovery Pool; provided,
that each Consenting Noteholder entitled to receive New Senior
Secured Notes on account of its Senior Unsecured Notes Claim shall
be able to make the Convertible Notes Election.

     * If Class 10 is an Accepting Class, each holder of an
Existing LP Common Unit will either (i) receive its Pro Rata share
of the New LP Units or (ii) be deemed to have converted or
redeemed, as applicable, such holder's Existing LP Common Unit(s),
effective the day prior to the Distribution Record Date, in
exchange for Existing REIT Common Stock on terms consistent with
the applicable prepetition agreements for the Existing LP Common
Units.

     * If Class 11 is an Accepting Class, each holder of Allowed
Existing REIT Preferred Stock will receive its Pro Rata share of
5.5% of the New Common Stock issued in accordance with the
Restructuring Transactions, subject to dilution by the Management
Incentive Plan and subsequent issuances of common equity by the
REIT from time to time after the Effective Date.

     * If Class 12 is an Accepting Class, each holder of Allowed
Existing REIT Common Stock will receive its Pro Rata share of 5.5%
of the New Common Stock issued in accordance with the Restructuring
Transactions, subject to dilution by the Management Incentive Plan
and subsequent issuances of common equity by the REIT from time to
time after the Effective Date.

   -- On the Effective Date, (i) the First Lien Credit Agreement
will be replaced by a new credit facility in an aggregate principal
amount of $883.7 million (the "Exit Credit Facility"); and (ii) the
Senior Unsecured Notes will be replaced by new senior secured notes
in an aggregate principal amount of up to $555 million (the "New
Senior Secured Notes") provided, the Debtors may distribute up to
$100 million of New Convertible Notes in lieu of the New Senior
Secured Notes on a dollar-for-dollar basis pursuant to the terms
set forth in that certain term sheet (the "New Convertible Notes
Term Sheet").

   -- The Debtors will receive Commitment Letters from the
Commitment Parties where such parties agree to purchase, in the
aggregate, $50 million of New Convertible Notes on the Effective
Date.

   -- The Restructuring will leave the Debtors' operations and
business intact without impairing the Property Level Debt.

The Debtors believe that the Restructuring contemplated by the Plan
and RSA provides the Company with a viable path forward and a
framework to successfully exit chapter 11 in a timely fashion with
the support of the Consenting Creditors. The restructuring will
reduce the Company's funded indebtedness by approximately $1
billion and annual interest expenses by approximately $20 million
while eliminating the Debtors' outstanding preferred stock. The
Consenting Creditors have played a critically important role in
formulating the Restructuring and actively participated in the
development and negotiation of the Plan.

Plan Distributions of Cash shall be funded from proceeds of the
issuance of the New Money Convertible Notes and the Debtors' Cash
on hand as of the applicable date of such Plan Distribution.

Proposed Attorneys for Debtors:

      WEIL, GOTSHAL & MANGES LLP
      700 Louisiana Street, Suite 1700
      Houston, Texas 77002
      Attn: Alfredo R. Pérez, Esq.
      Telephone: (212) 310-8000
      Facsimile: (713) 224-9511
      E-mail: Alfredo.Perez@weil.com

           – and –

      WEIL, GOTSHAL & MANGES LLP
      767 Fifth Avenue
      New York, New York 10153
      Attn: Ray C. Schrock, P.C.
      Garrett A. Fail
      Moshe A. Fink
      Telephone: (212) 310-8000
      Facsimile: (212) 310-8007
      E-mail: Ray.Schrock@weil.com
              Garrett.Fail@weil.com
              Moshe.Fink@weil.com

                     About CBL & Associates

CBL & Associates Properties, Inc. -  http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.

CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties.  It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.

CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Tex. Lead Case No. 20-35226).

The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC, as financial advisor.  Epiq Corporate
Restructuring, LLC, is the claims agent.


CEDRIC LEONARDI: Selling Los Angeles Property for $1.96 Million
---------------------------------------------------------------
Cedric Leonardi asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of the real property
located at 795 N. Beverly Glen Blvd., in Los Angeles, California,
to The Benjamin Aaron Massion Living Trust and The Barry Clark
Rudin Living Trust for $1.96 million.

A hearing on the Motion is set for April 22, 2021, at 10:00 a.m.
Objections, if any, must be filed not later than 14 days before the
hearing date.

The sale is on an "as-is" basis, without representations or
warranty.

In summary, the material terms of the motion and proposed sale
are:

      a. The Debtor will sell and the Buyers will purchase the
Property;   

      b. The Buyers will pay $1.96 million for the Property, with a
$196,000 dollar initial deposit, and the remainder to be paid by
close of escrow;

      c. The Buyers and the Debtor will each pay their individual,
normal and industry standard share of the fees and services
provided by and thru the escrow company.  These payments will
include but are not exclusive of any and all pro-rata taxes, fees,
or other normal and reasonable expenses normally incurred in a
property sale transaction of this type. Additionally, the Debtor is
solely responsible for any and all fees associated with resolving,
past, present, future legal or other fees associated with its
bankruptcy or other costs attributed to the Seller.  All of the
Debtor's fees will be paid for thru the proceeds of the sale,
distributed through escrow unless otherwise agreed to.  There is no
broker's commission.

      d. Except as set forth in the Motion, the sale will be free
and clear of all Encumbrances, other than those permitted by
Buyers, with such Encumbrances to attach to the net proceeds of the
sale;  

      e. The secured claim against the Property owed to secured
lender The Bank of New York Mellon/Nationstar in the amount of
$1,495,353.64 will be paid through escrow from the sale proceeds;

      f. The secured claim against the Property owed to secured
creditor Ronal Bension and Mary Bension, Trustees of the Ronald and
Mary Bension Revocable Living Trust, Dated July 17, 1997, under the
Debtor's confirmed Chapter 11 plan in the amount of $100,000 will
be paid through escrow from the sale proceeds;

      g. The administrative claim of Leslie Cohen Law PC, in the
amount of $201,264.36 will be paid through escrow from the sale
proceeds;

      h. The administrative claim of the Law Offices of Mark E.
Goodfriend, in the amount of $13,667.50, will be paid through
escrow from the sale proceeds;

      i. The amount of $15,680 will be transferred through escrow
to Leslie Cohen Law PC, as disbursing agent under the Debtor's
confirmed chapter 11 plan, for distribution to the Office of the
United States Trustee for quarterly fees due from the sale.  

      j. The amount of $50,000 will be transferred through escrow
to Leslie Cohen Law PC, as Disbursing Agent under the Debtor's
confirmed chapter 11 plan, for distribution to Plan Class 5 claims
for allowed general unsecured creditor claims.  

      k. The remainder of the proceeds, if any, after payment upon
closing of secured claims, closing costs, administrative claims and
transfers to the Disbursing Agent, and applicable real estate taxes
will be transferred to the Debtor;

      l. Upon Court approval of these terms, Debtor and the Buyers
will execute any and all documents necessary to effectuate the sale
of the Property to the Buyers;  

      m. Upon approval of the sale, Debtor will lodge an order
approving the Motion, and which order will contain, among other
things, a finding that the Buyer is a "good faith purchaser” and
entitled to the protections of Bankruptcy Code Section 363(m); and


      n. Any 14-day stay as to the effectiveness of the order
approving the sale will be waived.

The Debtor believes, in his sound business judgment, that the
proposed sale is in the best interest of the estate.

A copy of the Agreement is available at
https://tinyurl.com/ns3k24f7 from PacerMonitor.com free of charge.


Cedric Leonardi sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 17-10870) on Jan. 24, 2017.  The Debtor tapped Leslie A. Cohen,
Esq., at Leslie Cohen Law PC as counsel.



CFCRE COMMERCIAL 2017-C8: Fitch Affirms CCC Rating on 2 Tranches
----------------------------------------------------------------
Fitch Ratings has affirmed 17 classes of CFCRE Commercial Mortgage
Trust 2017-C8 (CFCRE 2017-C8) Commercial Mortgage Pass-Through
Certificates.

     DEBT               RATING           PRIOR
     ----               ------           -----
CFCRE 2017-C8

A-1 12532CAW5    LT  AAAsf   Affirmed    AAAsf
A-2 12532CAX3    LT  AAAsf   Affirmed    AAAsf
A-3 12532CAZ8    LT  AAAsf   Affirmed    AAAsf
A-4 12532CBA2    LT  AAAsf   Affirmed    AAAsf
A-M 12532CBB0    LT  AAAsf   Affirmed    AAAsf
A-SB 12532CAY1   LT  AAAsf   Affirmed    AAAsf
B 12532CBC8      LT  AA-sf   Affirmed    AA-sf
C 12532CBD6      LT  A-sf    Affirmed    A-sf
D 12532CAA3      LT  BBB-sf  Affirmed    BBB-sf
E 12532CAC9      LT  Bsf     Affirmed    Bsf
F 12532CAE5      LT  CCCsf   Affirmed    CCCsf
X-A 12532CBE4    LT  AAAsf   Affirmed    AAAsf
X-B 12532CBF1    LT  AA-sf   Affirmed    AA-sf
X-C 12532CBG9    LT  A-sf    Affirmed    A-sf
X-D 12532CAJ4    LT  BBB-sf  Affirmed    BBB-sf
X-E 12532CAL9    LT  Bsf     Affirmed    Bsf
X-F 12532CAN5    LT  CCCsf   Affirmed    CCCsf

KEY RATING DRIVERS

Stable Loss Expectations: Overall performance and loss expectations
for the majority of the pool remain stable. There are nine Fitch
Loans of Concern (FLOCs; 16.8% of pool), including six specially
serviced loans (13.6%). Fitch's current ratings incorporate a base
case loss of 5.6%. Losses could reach 6.2% when factoring in
additional stresses related to the coronavirus pandemic. The
Negative Outlooks primarily reflect these additional stresses as
well as the concentration of FLOCs.

Largest Contributors to Loss: The largest contributor to loss is
the Courtyard Marriott Shadyside loan (2.5%), which is secured by a
132 room select service hotel located in Pittsburgh, PA. The loan
transferred to special servicing in June 2020 as a result of the
coronavirus pandemic. According to servicer updates, foreclosure is
being pursued.

Per the YE 2020 STR report, the subject hotel had TTM occupancy,
ADR and RevPAR rates of 27%, $120 and $33, respectively. RevPAR is
down 62.5% year over year. Performance had begun to decline prior
to the onset of the pandemic; the servicer reported YE 2019 NOI
debt service coverage ratio (DSCR) was 1.06x compared with 1.52x at
YE 2018. Fitch applied a 26% haircut to the YE 2019 cash flow in
its analysis to account for the impact of the pandemic on the
property.

The second largest contributor to loss is the Flats East Bank Phase
I loan (3.7%), which is secured by a 128,070-sf mixed-use property
located in downtown Cleveland, along the Lake Erie lakefront. The
collateral includes the 150-key Aloft Cleveland Downtown, with
33,166 sf of ground floor retail space and a 174-space surface
parking lot. The property was developed concurrently with a large
18-story office property, which is not part of the collateral. The
loan transferred to special servicing in June 2020 as a result of
the pandemic. The servicer is reportedly discussing potential debt
relief while also dual tracking its legal enforcement rights.

Performance was declining at the property prior to the pandemic,
which further stressed cash flow at the property. Per the October
2020 STR report, the subject hotel had occupancy, ADR and RevPAR
rates of 40%, $120 and $49, respectively, with RevPAR down 46%
yoy.

The next largest contributor to loss is the largest loan in the
pool, the Ohio Valley Plaza loan (8.9% of the pool), which is
secured by a 657,669-sf anchored retail center located in Saint
Clairsville, OH, an energy dependent market situated approximately
11 miles east of Wheeling, WV. The property is anchored by Wal-Mart
Supercenter (30.5% of NRA, through January 2027), Lowe's (19.8%
through November 2021), Sam's Club (17.3%, through April 2022) and
Kroger (9.6%, through June 2025). The servicer reported YE 2019 NOI
DSCR was 1.88x. The loan begins amortizing in 2022.

Per the September 2020 rent roll, the property occupancy was 99%;
approximately 28% of the NRA is scheduled to roll in 2021,
including the Lowe's space. An update on the status of the Lowe's
lease was requested from the servicer, but has not been received to
date. Lowe's has been at the property since 1996 and has three
five-year renewal options remaining. Fitch applied a 10% haircut to
the YE 2019 cash flow in its analysis to account for the upcoming
tenant roll as well as its tertiary submarket.

Minimal Change to Credit Enhancement: As of the March 2021
distribution date, the pool's aggregate principal balance had been
reduced by 4% to $620.5 million from $644.7 million at issuance.
The transaction is expected to pay down by 10.8% based on scheduled
loan maturity balances. Seven loans (25%) are full-term
interest-only, while eight loans (22.5%) remain in their partial
interest-only periods. The majority of the pool matures in 2026 and
2027 (92.6%), with 7.4% of the pool scheduled to mature in 2022,
including the one defeased loan in the pool (4%).

Coronavirus Exposure: Significant economic impact to certain
hotels, and retail and multifamily properties is expected due to
the pandemic and the lack of clarity at this time on the potential
length of the impact. Ten loans are collateralized by retail
properties (25% of pool), nine (15%) by hotels and four by
multifamily properties (4.6%). Fitch's base case analysis applied
additional stresses to three retail, four hotels and one
multifamily property loan due to their vulnerability to the
coronavirus pandemic; this contributed to the Negative Rating
Outlooks.

RATING SENSITIVITIES

The Stable Outlooks reflect the class' sufficient credit
enhancement (CE) relative to expected losses as well as the stable
performance of the majority of the pool and expected continued
amortization. The Negative Rating Outlooks reflect concerns over
the FLOCs as well as the unknown impact of the pandemic on the
overall pool.

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

-- Upgrades to classes B and C would likely occur with
    significant improvement in CE and/or defeasance; however,
    adverse selection and increased concentrations, or the
    underperformance of the FLOCs, could reverse this trend. An
    upgrade to class D is considered unlikely and would be limited
    based on sensitivity to concentrations or further adverse
    selection.

-- Classes would not be upgraded above 'Asf' if there were a
    likelihood for interest shortfalls. An upgrade to classes E
    and F is not likely until the later years in the transaction
    and only if the performance of the remaining pool is stable
    and/or properties vulnerable to the coronavirus return to pre
    pandemic levels, and if there is sufficient CE to the classes.

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

-- Downgrades to classes A-1 through A-M are not likely due to
    their position in the capital structure and the high CE;
    however, downgrades to these classes may occur should interest
    shortfalls occur. Downgrades to classes B, C, and D would
    occur if loss expectations increase significantly and/or
    should CE be eroded. Downgrades to classes E and F would occur
    if the performance of the FLOCs continues to decline and/or
    fail to stabilize, or should losses from specially serviced
    loans/assets be larger than expected or more certain.

In addition to its baseline scenario, Fitch envisions a downside
scenario where the health crisis is prolonged beyond 2021; should
this scenario play out, Fitch expects that classes assigned a
Negative Rating Outlook will be downgraded one or more categories
and additional classes may be downgraded or have their Rating
Outlooks revised to Negative.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven 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 seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

No third-party due diligence was provided or reviewed in relation
to this rating action.

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.


CHARTER COMMUNICATIONS: Fitch Affirms 'BB+' IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Ratings (IDRs)
assigned to Charter Communications Operating, LLC (CCO), CCO
Holdings, LLC (CCOH), Time Warner Cable, LLC (TWC) and Time Warner
Cable Enterprises LLC (TWCE). Fitch has also affirmed the
'BBB-'/'RR1' senior secured ratings for instruments at CCO, TWC,
and TWCE and the 'BB+'/'RR4' senior unsecured ratings for
instruments at CCOH. The Rating Outlook is Stable.

CCOH, CCO, TWC, and TWCE are indirect, wholly-owned subsidiaries of
Charter Communications, Inc. (Charter). CCO is the public issuer of
Charter's senior secured debt and CCOH is the public issuer of
Charter's senior unsecured debt. TWC and TWCE have legacy senior
secured debt outstanding but are not expected to issue new debt.

KEY RATING DRIVERS

Leading Market Position: Charter is the third-largest U.S.
multichannel video programming distributor (MVPD) behind Comcast
and AT&T (through its DirecTV subsidiary) and the second largest
cable MVPD behind Comcast. Charter's 31.1 million customer
relationships at Dec. 31, 2020 provide the company with significant
scale benefits.

Credit Profile: LTM ended Dec. 31, 2020 revenue and EBITDA totalled
$48.1 billion and $18.5 billion, respectively. Pro forma for recent
debt issuance and repayments, as of Dec. 31, 2020, Charter had
approximately $84.4 billion of debt outstanding, including $60.9
billion of senior secured debt. Fitch estimates total
Fitch-calculated pro forma gross leverage was 4.6x, while secured
leverage was 3.3x for LTM Dec. 31, 2020.

Positive Operating Momentum: Charter's operating strategies are
strengthening its competitive position and subscriber metrics while
growing revenue and margins. The company is focusing on a
market-share-driven strategy, leveraging its all-digital
infrastructure to enhance the overall competitiveness of its
service offerings. As a result, total revenues increased to $48.1
billion in 2020 from $41.6 billion in 2017, a 5% three-year CAGR.
Although margins improved by 170 bp to 38.5% from 36.8% over the
same period, Fitch notes wireless rollout spending provided a
significant margin drag, and that cable margins improved by almost
370 bp to 40.5%.

Fitch believes Charter's wireless service expansion offers further
operating leverage improvement through scaling benefits. In
November 2020, Charter extended and expanded the capabilities of
their mobile virtual network operator (MVNO) agreement with Verizon
Communications Inc. To further bolster network capabilities and
improve their cost structure, the company purchased 210 Citizen
Broadband Radio Service (CBRS) priority access licenses in 2020.
While the benefits of wireless should eventually offset related
infrastructure spending, systemwide rollout costs are expected to
continue to be a drag on near-term total margins.

Product Mix Shift: Internet services (broadband) revenues surpassed
video services revenues during fiscal 2020 and became the company's
largest product segment. Fitch believes broadband will grow in the
high single digits in 2021, even assuming remaining
shelter-in-place prohibitions are fully lifted over the next few
months, as consumers have become increasingly reliant on
broadband's capabilities, including facilitating access to
burgeoning video streaming services and working from home. These
capabilities powered the cable sector's general outperformance
relative to most other sectors. Fitch believes broadband's growth
will offset the expected continued industry-wide decline in basic
video subscribers while also benefiting margins and FCF given
broadband's higher margins and lower capital intensity.

Broadband Growth: Fitch expects broadband's growth will slow to
mid-single digits annually over the rating horizon as Charter
approaches penetration saturation in its existing footprint. Fitch
notes Charter plans to continue expanding its total footprint,
which it has grown to 53.3 million homes passed at Dec. 31, 2020
from 50.3 million at Dec. 31, 2017, a 1.9% three-year CAGR. In
addition, the company will receive an aggregate $1.2 billion over
10 years from the Rural Digital Opportunity Fund (RDOF) to build
out broadband capabilities in unserved areas. While these actions
provide new growth potential, Fitch is unsure penetration levels
will replicate historical levels, especially in currently unserved
areas.

Potential 5G Disruption: 5G wireless technology deployment will
likely become a long-term disrupter, as wireline and wireless
connectivity convergence will threaten legacy competitive
positions, including Charter's broadband business. Fitch expects 5G
will bring new business models, new use cases and the potential for
fixed wireless to capture some broadband share over the medium
term. Fitch expects 5G to fully interoperate with 4G and become an
important enabler for internet of things (IoT) applications.

Debt Capacity Growth: Charter maintains a target net leverage range
of 4.0x-4.5x and up to 3.5x senior secured leverage. Fitch expects
Charter to continue creating debt capacity and remain within its
target leverage, primarily through EBITDA growth. Proceeds from
prospective debt issuances under debt capacity created are expected
to be used for shareholder returns (as of Dec. 31, 2020, Charter's
stock buyback program had authority to purchase up to $1.5 billion
of its class A common stock and/or CCH's common units) along with
internal investment and accretive acquisitions.

Ratings are Linked: Fitch links the IDRs of CCO, CCOH, TWC and TWCE
in accordance with its criteria due to the presence of strong
legal, operational and strategic ties between the entities.

DERIVATION SUMMARY

Charter is well positioned in the MVPD space given its size and
geographic diversity. With 31.1 million customer relationships,
Charter is the third-largest U.S. MVPD after AT&T Inc., through its
DirecTV and U-verse offerings, and Comcast Corporation. Both AT&T
(BBB+/Stable) and Comcast (A-/Stable) are rated higher than Charter
due primarily to lower target and actual total leverage levels and
significantly greater revenue size, coverage area and segment
diversification.

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

KEY ASSUMPTIONS

-- Revenues: Total revenues increase low to mid-single digits
    over the rating horizon. Internet growth is expected to slow
    from high single digits to mid-single digits as Charter
    approaches penetration saturation in its footprint. Video is
    expected to decline 1% annually as price increases are unable
    to fully offset annual mid-single digit subscriber declines.
    Mobile growth is expected to slow to 20% over the rating
    horizon;

-- Adjusted EBITDA Margins: Total margins improve by 100 bp over
    the rating horizon as cable margins settle in in the low 40%
    and wireless margins become positive;

-- Charter's cash tax payments increase in 2022 as NOLs roll off;

-- Capital intensity begins to decline over time as primary
    cable, 100% digital using DOCSIS 3.1 to offer 1GHz of service,
    and wireless infrastructure upgrades have been completed;

-- FCF grows to $8.1 billion by 2024;

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

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

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

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch regards Charter's liquidity position and
overall financial flexibility as satisfactory, and will improve in
line with the continued growth in FCF generation. The company's
liquidity position as of Dec. 31, 2020 comprised approximately $1
billion of cash and was supported by full availability under its
$4.75 billion revolver; $249 million of which matures in March 2023
and $4.5 billion in February 2025, as well as anticipated FCF
generation.

Charter's maturities through 2023 are manageable. Including
required term loan amortization, $1.3 billion is due in 2021, $3.3
billion in 2022 and $1.9 billion in 2023. Over the following 10
years, annual bond maturities range from $1.5 billion in 2029 to
$5.8 billion in 2030. Required term loan amortization totals $1.3
billion through 2024, with $5.3 billion and $3.5 billion due at
maturity in 2025 and 2027, respectively.

Charter will need to dedicate a significant portion of potential
debt issuance during that period to service annual maturities,
which could reduce cash available for share repurchases, especially
in the event of market dislocation. Fitch expects Charter would be
able to access capital markets to meet its upcoming maturities, but
its liquidity profile could be weakened if a market dislocation is
severe enough to hinder the company's access.

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

Charter's Fitch-calculated secured leverage is expected to remain
below 4.0x over the rating horizon. Fitch does not view Charter's
secured leverage and strong underlying asset value as structural
subordination that could impair recovery prospects at the unsecured
level. Therefore, Charter's unsecured notes are not notched down
from its IDR.

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.


CHENIERE ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR
-----------------------------------------------------------------
On April 15, 2021, S&P Global Ratings revised the outlook to
positive from negative and affirmed its 'BB' issuer credit rating
(ICR) on Cheniere Energy Inc. (CEI), its 'BBB-' rating on the
company's senior secured debt (recovery rating '1' [95%]), and its
'BB' rating on the company's senior unsecured debt (recovery rating
'3' [65%]).

The positive outlook indicates that S&P could raise the ratings if
the company is able to achieve a debt-to-EBITDA ratio of below 6x
on a consistent basis.

S&P said, "We expect cash flow will continue to increase based on
new trains and improved capacity. With eight of the nine trains
within the Cheniere complex operational (five trains at SPL and
three trains at CCH) and train 6 at SPL expected to achieve
substantial completion by the second half of 2022, we believe that
cash flow will continue to increase. Furthermore, based on
operations to date as well as some de-bottlenecking efforts at SPL,
CEI recently announced an increase in each train's anticipated
production capacity of approximately12% to 4.9 – 5.1 million
tonnes per annum (mtpa) . We believe that this will lead to further
increases in cash flow through both further contracts and lifting
of merchant cargos when prices are appropriate."

Capital allocation plan will determine the path to an
investment-grade rating. CEI continues to articulate a financial
policy that includes an overall reduction in debt over the next
two-three years using cash. S&P said, "Although the company has
indicated that updated details will be provided later this year, we
do not believe that there will be a material departure from its
intention to reduce overall leverage within the Cheniere complex
and to achieve an investment-grade ICR at CEI. Based on the
anticipated increase in cash flow, we forecast that leverage will
be 4.5x-5x on a debt-to-EBITDA basis by 2023. All else being equal,
we believe that this level of leverage could be consistent with an
investment-grade rating. The ability to achieve such a rating will
ultimately be determined by whether CEI continues with a capital
allocation plan that leads to leverage in that range. Evidence of a
commitment to deleveraging can be seen in the recent prepayment of
borrowings made under CEI's delayed draw term loan and we
anticipate similar activities will continue as cash flow
increases."

S&P said, "The positive outlook reflects our expectation of the
successful completion of the additional train at SPL and the
continued successful commissioning of the third train at CCH. We
believe that the additional trains will further strengthen CEI's
ability to generate cash flow and thus service debt and allow the
company to continue with its stated deleveraging plans. We expect
that debt to EBITDA will be around 6.5x in 2021 and decline to
4.5x-5x by 2023.

"We could raise the rating if we believe that debt to EBITDA will
be below 6x on a sustained basis. This is likely to be the result
of both improved cash flow from new trains as well as using excess
cash flow for debt repayment pursuant to the company's stated
capital allocation plans.

"We could revise the outlook to stable in the unlikely scenario
that the project currently under construction does not finish on
time and within budget, or if the company experiences an
unanticipated interruption at its facilities that results in a
material reduction in cash flow. We could also take a negative
rating action if CEI were to undertake additional leverage that
resulted in debt to EBITDA increasing above 6.5x during our
forecast period."



CHENIERE ENERGY: S&P Alters Outlook to Positive, Affirms 'BB' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on
liquefied natural gas (LNG) developer Cheniere Energy Partners L.P.
(CQP) and its issue-level ratings on the company's debt
outstanding. The rating affirmation reflects the core relationship
with Cheniere Energy Inc. (CEI) as well as a strengthened business
risk profile and stable credit metrics.

In addition, S&P revised CQP's business risk profile to strong,
reflecting the anticipated completion of train 6 at Sabine Pass
Liquefaction LLC (SPL) next year as well as a robust contractual
structure that was stress-tested during 2020.

The positive outlook reflects the outlook on CEI, as S&P considers
CQP to be core to CEI.

Completion of train 6 and further contractedness will support the
business risk profile. CQP, through its subsidiary SPL, benefits
from a strong contractual structure with minimal volume risk. The
cash flows are approximately 85% contracted with
investment-grade-rated counterparties, with a weighted average
remaining contract life of approximately 18 years under contracts
that provide an annual fixed fee.

In addition, CQP recently announced that based on the operation of
its existing trains and through maintenance and production
optimization, the company anticipates that it will be able to
increase the overall production capacity of each train by
approximately12% to 4.9 – 5.1 million tonnes per annum (mtpa).
The increased capacity will allow CQP to further increase the
contractedness of the facility. Cheniere expects that with some
medium-term contracts that it has been able to sign, overall
contractedness will increase to approximately 90%, which will
further increase overall cash flow while reducing cash flow
variability. S&P believes that this further strengthens the
company's business risk profile.

The events of the past year provide strong evidence of the business
model's resiliency. The contracting strategy that supports the
business risk profile rests on two key assumptions: the ability of
revenue counterparties to fulfill their obligations under the
contracts and their willingness to pay. S&P said, "Our assessment
of a counterparty's ability to pay is largely dependent on our
assessment of its creditworthiness. Our assessment of a
counterparty's willingness to pay, by its nature, carries a higher
level of uncertainty under stressful conditions. The events of the
past 14 months have created stressful conditions in the LNG market.
However, even with the historically low prices and massive demand
destruction in early-to-mid-2020, counterparties continued to pay
the fixed-fee portion under their contracts despite a significant
number of cargo cancellations. This fee constitutes the vast
majority of the cash flow under the contract and accordingly,
despite unprecedented market conditions, the company did not
experience any significant cash flow disruption. We believe that
the stress testing of the business model along with the further
increased capacity and contractedness support a strong business
risk profile."

Given the nature of the relationship between CQP and CEI, the
outlook on CQP reflects the positive outlook on CEI.

S&P could raise the rating on CQP if it raised the rating on CEI.

S&P could take a negative rating action if it takes a negative
rating action on CEI.



CLEVELAND-CLIFFS INC: Moody's Ups CFR to B1, Alters Outlook to Pos.
-------------------------------------------------------------------
Moody's Investors Service upgraded Cleveland-Cliffs Inc.'s (Cliffs)
Corporate Family Rating to B1 from B2, its Probability of Default
Rating to B1-PD from B2-PD, its guaranteed senior secured note
rating to B1 from B2, its guaranteed senior unsecured note rating
to B2 from B3 and its senior unsecured note rating to B3 from Caa1.
The company's Speculative Grade Liquidity Rating remains at SGL-2
and its ratings outlook has been changed to positive from stable.

"The upgrade of Cleveland-Cliffs ratings reflects the materially
improved steel sector fundamentals along with our expectation for
material debt reduction in 2021, which will support a strong near
term operating performance and sustainably stronger credit
metrics." said Michael Corelli, Moody's Senior Vice President and
lead analyst for Cleveland-Cliffs Inc.

Upgrades:

Issuer: Cleveland-Cliffs Inc.

Corporate Family Rating, Upgraded to B1 from B2

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

Gtd. Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD3)
from B2 (LGD3)

Gtd. Senior Unsecured Regular Bond/Debenture, Upgraded to B2
(LGD4) from B3 (LGD4)

Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5)
from Caa1 (LGD5)

Outlook Actions:

Issuer: Cleveland-Cliffs Inc.

Outlook, Changed To Positive From Stable

RATINGS RATIONALE

Cliffs' B1 corporate family rating incorporates the company's
elevated near-term financial leverage and relatively weak interest
coverage due to the ABL drawings and pension liabilities added from
the acquisition of the majority of ArcelorMittal's US assets in
December 2020. Its rating also considers its position as the
largest US flat-rolled integrated steel producer in the US with
flat-rolled steel production capacity of about 16.5 million tons,
and the benefits of its position as an integrated steel producer
from necessary raw materials through the steel making and finishing
processes. Cliffs has a strong position in the North American iron
ore markets, and the start-up of its new HBI facility enables it to
provide raw materials to growing domestic EAF producers given the
freight cost savings relative to imported pig iron and also the
option to sell this product to its own mills. Cliffs rating also
reflects the benefits of its contract position, particularly with
the automotive industry, which provides a good earnings base. Its
performance won't benefit as much from a high steel price
environment and the benefits will lag the rise in pricing due to
the nature of the contracts and renegotiation periods, but this
does provide downside mitigants in a falling steel price
environment.

Cliffs evidenced a weak operating performance in 2020 given the
impact of automotive production shutdowns on the acquired AK Steel
business and generally weak economic activity due to the impact of
the coronavirus which resulted in weak steel demand and prices.
However, its operating performance will materially strengthen in
2021 and Cliffs expects to produce about $3.5 billion in adjusted
EBITDA due to a quicker than anticipated recovery in its key auto
end market, along with the addition of ArcelorMittal's assets and
the recent surge in steel and iron ore prices. Domestic steel
prices have surged with hot rolled coil prices (HRC) at a record
high above $1,300 per ton in April 2021 after declining to a
4.5-year low around $440 per ton in July 2020 due to the effects of
the pandemic. The price surge has been attributable to a temporary
dislocation of supply and demand, low steel inventories and rising
iron ore and scrap prices. Cliffs will also benefit from
historically high iron ore prices which have surged to around $170
per ton from below $100 per ton a year ago (62% Fe fines, cfr Iron
ore from Qingdao).

Moody's anticipate that steel demand will ebb once inventories are
replenished and supply will ramp up as productivity improves and
new capacity comes online and for the worldwide supply/demand
imbalance to still exist and for hot rolled coil prices to
gradually decline towards their 10-year average price range of
about $600 - $700 per ton. Steel prices have historically overshot
to the upside and the downside for short periods of time before
returning to more normalized price levels. Nevertheless, steel
prices are likely to remain elevated for the remainder of 2021 with
industry consolidation improving competitive dynamics and
maintenance outages tightening supply further in the near term.
Even if steel prices return to a more normalized historical level,
Cliffs should be able to materially reduce its outstanding debt and
strengthen its liquidity position this year. The company already
redeemed about $320 million of its 9.875% senior secured notes due
2025 in February 2021 with the proceeds from the sale of 20 million
shares in a secondary stock offering and it should be able to pay
down the remainder of its revolver borrowings ($1.51 billion as of
December 2020) if it meets it EBITDA guidance since it will
generate substantial free cash flow this year. This will reduce its
adjusted leverage ratio (debt/EBITDA) to around 2.0x and raise its
interest coverage (EBIT/Interest) to about 6.0x. These metrics will
be strong for the B1 corporate family rating and the company's
rating could be considered for further upgrade if steel prices
stabilize at a higher than historical level, it successfully
integrates the ArcelorMittal assets and uses its free cash flow to
pay down debt.

Cliffs' Speculative Grade Liquidity rating of SGL-2 reflects the
company's good liquidity profile, which is supported by an upsized
$3.5 billion asset-based lending facility (ABL) and Moody's
expectation for strong free cash flow this year. The company
upsized the ABL to $3.5 billion from $2.0 billion including a
regular ABL tranche ($3.35 billion) and a FILO tranche ($150
million) upon closing of the ArcelorMittal USA acquisition in
December 2020 to reflect the inclusion of additional receivable and
inventory collateral. The company had $1.74 billion of borrowing
availability on this facility which had $1.51 billion of borrowings
and $247 million of letters of credit issued as of December 2020.

The positive ratings outlook incorporates Moody's expectation for a
significantly improved operating performance and substantial debt
reduction in 2021 that will result in credit metrics that are
strong for the company's rating.

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

An upgrade to Cliffs ratings would require it to materially reduce
its outstanding debt and sustain a leverage ratio below 3.5x
through various price points, (CFO-dividends)/debt of at least 20%
and maintain a good liquidity profile.

Cliffs ratings could be downgraded should leverage remain at or
above 5.0x or (CFO-dividends)/debt below 12.5% and it fails to
maintain an adequate liquidity profile.

Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc. is the
largest iron ore and flat-rolled steel producer in North America
with approximately 21.2 million equity tons of annual iron ore
capacity and about 16.5 million tons of flat-rolled steel capacity.
For the twelve months ended December 31, 2020 Cliffs had revenues
of $5.3 billion.

The principal methodology used in these ratings was Steel Industry
published in September 2017.


CMC II LLC: Consulate Health Needs Chapter 11 Loan to Survive
-------------------------------------------------------------
Law360 reports that bankrupt affiliates of nursing home chain
Consulate Health Care asked a Delaware bankruptcy judge on Tuesday,
April 13, 2021, to approve $5 million in Chapter 11 financing and a
$3 million asset bid that unsecured creditors had decried as
unnecessary and too small, respectively.

Over the course of a nearly seven-hour virtual hearing before U.S.
Bankruptcy Court Judge John T. Dorsey, representatives of CMC II
LLC argued that the debtor-in-possession financing and a quick sale
were needed if the company is going to weather Chapter 11, while
the unsecured creditors committee countered that it could survive
by collecting on the bills owed.

                       About CMC II LLC

CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street
Operations LLC and three inactive affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1,
2021.

CMC II, LLC, et al., are part of a group of Consulate Health care
corporate affiliates that manage and operate 140 skilled nursing
facilities.  CMC II provides management and support services to
approximately 140 SNFs, each of which is operated by an affiliate
of the Debtors under the common ownership of non-Debtor LaVie Care
Centers, LLC, doing business as Consulate Health Care. 207 Marshall
Drive Operations LLC operates Marshall Health and Rehabilitation
Center, a 120-bed SNF located in Perry, Florida. 803 Oak Street
Operations LLC operates Governor's Creek Health and Rehabilitation,
a 120-bed SNF located in Green Cove Springs, Fla.

CMC II estimated assets and debt of $100 million to $500 million as
of the bankruptcy filing.

The Hon. John T. Dorsey is the case judge.

The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Evans Senior Investments as broker.  Stretto is the claims agent.


COLLAB9 LLC: Sets Bidding Procedures for Sale of Business/Assets
----------------------------------------------------------------
Collab9, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to authorize the bidding procedures in
connection with the auction sale of business/assets.

Due to a liquidity crisis, without additional funding, collab9's
operations would have had to cease in the beginning of March 2021.
However, the Debtor found a path forward, including obtaining
funding, a commitment for additional essential financing, and
development of an approach designed to protect and preserve its
business and the value of its business/assets through a sale
process to be implemented in the chapter 11 case.   

collab9 believes it has built a valuable business and platform,
cultivated important relationships, and entered significant
contracts.  However, faced with a liquidity crisis, and in order to
maintain business operations, preserve and protect what it has
built, maximize the value of its business and assets, preserve
employee jobs, and ensure continuity of operations of critical
government communications systems and avoid extended (i.e., several
months) service interruptions, it was necessary for collab9 to
commence the chapter 11 case.     

The game plan in the case is to move forward with an expeditious
sale process and effectuate a sale of the company's
business/assets.   While simultaneously seeking to market and sell
its business/assets for the highest and best price obtainable,
through the initiation of the chapter 11 process, the Debtor has
obtained working capital financing from SecureComm, LLC while
implementing a sale process and effectuating a sale.  Funding is
limited and, based on the Company's negative cash flow, completion
of a sale in a limited period of time (by May 31, 2021) is
imperative.

Prior to the Petition Date, the Debtor considered all strategic
options and concluded that an immediate sale, in accordance with
the Bidding Procedures set forth herein, was the optimal course to
maximize the value of the Debtor's business and preserve the
business as a going concern, including the jobs of the Debtor's
employees.   

The Debtor seeks approval of the Bidding Procedures and the Sale on
an expeditious timeline as necessary to effectuate and close a sale
by May 31, 2021.  It submits that the urgent circumstances facing
and nature of the relief requested supports this expeditious
timeframe and should be approved.

The Debtor proposes to proceed on the following timeline, developed
in light of its limited access to funding for a limited period of
time and the imperative of maintaining its going concern value:

     a. April 16, 2021: Deadline for Debtor to serve notice of
proposed cure amounts, and the potential assumption and assignment
of leases and contracts, to counterparties.

     b. May 7, 2021: Deadline for contract and lease counterparties
to object to the assumption and assignment of their contract or
lease (on any grounds other than adequate assurance of future
performance) and the cure amount set forth by the Debtor in the
cure notice.

     c. May 7, 2021: Deadline for parties to object to the Sale of
substantially all of the Debtor's assets (i.e., the Assets) on the
terms similar to those set forth in the form APA appended to the
Bidding Procedures

     d. May 14, 2021: Deadline for replies to objections and/or
supplemental briefs and declarations in support of Sale

     e. May 17, 2021: Deadline for parties to submit bids to the
Debtor. Among other requirements, bids will need to be binding and
not subject to any contingencies or further diligence

     f. May 18, 2021: Auction, if necessary

     g. May 19, Debtor to file report regarding Auction, if any,
and status re Sale

     h. May 20, 2021: Sale Hearing

     i. May 31, 2021: Sale Closing

The other salient terms of the Bidding Procedures are:

     a. Initial Bid: An amount of not less than $1 million (the
Debtor's secured lender may bid the full amount of its secured
debt)

     b. Deposit: 10% of the gross consideration payable at closing

     d. Auction: If more than one Qualified Bid is received by the
Bid Deadline, the Debtor will conduct the Auction.  The Auction
will be conducted on Zoom by the Debtor’s counsel, on May 18,
2021, at 1:00 p.m. (PT) or such other time and place and manner as
the Debtor may notify Qualified Bidders who have submitted
Qualified Bids.

     e. Bid Increments: $50,000

The Debtor asks authority to sell the Assets free and clear of
liens, claims and encumbrances, and contemplates the sale may
entail the assumption and assignment of certain executory contracts
and unexpired leases in connection therewith.  It may discontinue
the marketing and sale process at any time.

As a requirement for any Sale of the Assets, the Debtor will assume
and assign to the Purchaser and the Purchaser will continue to
perform under the Debtor’s executory contracts (and will perform
all obligations thereunder without making changes to the terms,
conditions, or pricing) with the following customers of the Debtor:
Verizon (HHS), Presidio (CBP, SubCom, COPA, DNFSB, Concordia),
Westcon/Synnex (Colorado Statewide Internet Portal, Center for
Autism and Related Disorders, Ala Carte Entertainment), Rose,
Snyder & Jacobs LLP, Futron, and Qbase/Finch Computing.

Objections to the Motion must be filed at least one day prior to
the hearing.

By the Motion, the Debtor asks entry of the Bidding Procedures
Order: a. approving (i) the Debtor's proposed Bidding Procedures
governing the Sale Process, which procedures are attached as Annex
1 to the Bidding Procedures Order; (ii) the Auction and Hearing
Notice; and (iii) the Assumption and Assignment Notice; b.
approving procedures to determine cure amounts for the Debtor's
executory contracts and unexpired leases that may be assumed and
assigned in connection with a Sale Transaction; c. establishing May
17, 2021 at 5:00 p.m. (CT) as the Bid Deadline; d. scheduling the
Auction, if necessary, to take place on May 18, 2021; e. scheduling
the Sale Hearing for on or about May 20, 2021, subject to the
Court's availability, to consider any Sale Transaction accepted by
the Debtor at the Auction; and f. granting certain related relief.


In addition, the Debtor respectfully requests the entry of the Sale
Order: a. approving the sale of all or any of the Assets to such
party that is the Successful bidder at the Auction; b. approving
the assumption and assignment, or rejection, as the case may be, of
executory contracts and unexpired leases in connection with the
Sale; c. finding that the party that is the successful bidder is a
"good faith purchaser"; d. waiving the 14-day stay requirements of
Bankruptcy Rules 6004(h) and 6006(d); and e. granting certain
related relief.

A copy of the Bidding Procedures and the proposed form of Purchase
Agreement is available at https://tinyurl.com/k5evycvp from
PacerMonitor.com free of charge.

                   About Collab9 LLC

Collab9, LLC -- https://www.collab9.com/ -- is a cloud
communications platform that caters to the public sector
marketplace with FedRAMP Authorized Unified Communications as a
Service.  The platform integrates voice, video, messaging,
mobility, presence, conferencing, and customer care in one
predictable, user-based subscription model.

Collab9 sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Calif. Case No. 21-12222) on March 19, 2021.  In
the petition signed by Kevin Schatzle, chief executive officer,
the
Debtor disclosed up to $10 million in assets and up to $50 million
in liabilities.

Judge Ernest M. Robles oversees the case.

Victor A. Sahn, Esq., at SulmeyerKupetz, A Professional
Corporation, is the Debtor's legal counsel.



CONTRACT TRANSPORT: American Buying Cleveland Property for $800K
----------------------------------------------------------------
Contract Transport Services Inc. asks the U.S. Bankruptcy Court for
the Northern District of Ohio to authorize the sale of the
commercial building and the related parcels of real property
located in and around 3223 Perkins Avenue, in Cleveland, Ohio,
permanent parcel nos. 102-35-045, 102-35-037, 039, 040, 041 and
042; 102-35-043; 102-35-044; 102-35-045, to American Builders &
Contractors Supply Co., Inc. or its nominee for $800,000, on the
terms and conditions set forth in the offer to purchase.

The Buyer has no connection to the Debtor and the Buyer seeks to
purchase Perkins Avenue in good faith.  As a part of the Sale
Agreement, Grow America Fund ("GAF") must agree to certain
offers-in-compromise ("OIC") from John Madachik and William and
Laura Madachik.  

Pursuant to an order of the Court, the Debtor has listed Perkins
Avenue for sale with Michael J. Occhionero and Hanna Commercial
Real Estate as real estate agent with an asking price of $997,000.
After several showings to other parties and one lower offer, and
after negotiations with the Buyer, the Gross Proceeds is the
highest and best offer received for Perkins Avenue.  After
consultation with the Broker concerning the current real estate
market the Gross Proceeds represent a fair and reasonable price for
Perkins Avenue.

Before the Petition Date, the Debtor, co-debtor Contract Transport
Services, Inc. ("CTS"), the City of Cleveland, Ohio, and GAF ("Lien
Holders") were parties to various financial accommodation
agreements.

On Sept. 1, 2007, the City, and the Debtor and the Madachiks
entered into an Empowerment Zone Loan and Grant Agreement No. 67341
effective Sept. l, 2007, and a Cognovit Promissory Note.  The City
Loan was secured by the Open-End Mortgage of CTP on Perkins Avenue,
and the Open-End Mortgage of the Madachiks on their home at 7643
Edgewood Lane, Seven Hills, Ohio.

On April 29, 2013, GAF, CTP, and CTS entered into three loan
agreements; one for $295,000; one for $994,000; and another for
$255,000.  The GAF Loans were used to pay off certain loans from
National City Bank and in part the City Loan. As a part of the
transaction, the City released its security interest on CTS' assets
but retained the City Mortgage.  The GAF Loans are secured by (i) a
security interest in all of CTS' assets, (ii) an open-end mortgage
("Edgewood Mortgage") on Edgewood and (iii) an open-end mortgage
from CTP on Perkins Avenue ("GAF Mortgage").

On April 16, 2013, GAF and the City entered into a series of
Intercreditor Agreements the effect of which was to provide that
the City and GAF held co-first priority liens on all assets of CTP,
including the mortgages Perkins Avenue and Edgewood up to $260,241.
After that amount, the City has a first-priority lien on those
assets until it is paid in full at which point GAF is in first
priority.

On Aug. 30, 2018, GAF, CTS, CTP, and the Madachiks entered into a
Forbearance and Loan Modification Agreement.  Under the GAF
Forbearance CTS, CTP and the Madachiks acknowledged that GAF was
owed a total of $1,079,510.66 and agreed to repay that amount in
monthly installments of $13,775.71.    

The City, CTS, CTP, and the Madachiks also signed a Forbearance
Agreement and Second Amended Cognovit Promissory Note dated
December 30, 2018, and an Amended Forbearance Agreement and Third
Amended Cognovit Promissory Note on Dec. 10, 2019.  The City is
currently owed $224,288.22.

On Jan. 17, 2020, GAF took a cognovit judgment against CTS, CTP,
and the Madachiks in the Court of Common Pleas for Cuyahoga County
Ohio and recorded a judgment lien against them for $853,325.21.   

On March 10, 2020, GAF filed a foreclosure proceeding in the
Cuyahoga County Court of Common Pleas GAF v. Contract Transport
Properties et al., Case No. 20CV930757.  In the Foreclosure case
GAF sought to foreclose the equities of redemption of all interests
in Perkins Avenue junior in priority to the GAF Mortgage.   

On June 25, 2020, Sylvia Arellano filed a judgment lien against the
Debtor.   On Aug. 6, 2020, Domestic Linen Supply Co. Inc.("DLS")
filed a judgment lien against the Debtor.  The Judgment Liens are
wholly unsecured as no value in Perkins Avenue attaches to their
claims.  The Judgment liens are subject to lis pendens with the
Foreclosure and the DLS judgment lien is avoidable as a
preferential transfer pursuant to 11 USC Section 547.

The only interest superior to the GAF Mortgage in Perkins Avenue is
the liens for real estate taxes payable to the Cuyahoga County
Treasurer in the estimated total amount of $84,396.69 and the City
Mortgage.  

There are numerous holders of an interest in Perkins Avenue (set
forth on Exhibit B), but all such holders of any interest consent
to the sale free of their interest.  Many of the interests in
Perkins Avenue are in bona fide dispute.  As the remaining
interests are junior in priority to the GAF Mortgage, the holder of
any interest in Perkins Avenue may be compelled in a legal or
equitable proceeding to accept a money satisfaction of such
interest.

In order to provide adequate protection of any interest in Perkins
Avenue, the Debtor the sale proceeds will be deposited into an
escrow account and disbursed to pay the costs of the transaction
such as transfer fees, taxes and costs, a 6% commission to the real
estate brokers and then to the appropriate parties in full
satisfaction of their rights against Perkins Avenue in accordance
with the respective rights and priorities of the holders any
interest in Perkins Avenue, as such right appears and is entitled
to be enforced against Perkins Avenue, the Estate or the Debtor
under the Bankruptcy Code or applicable non-bankruptcy law.
Therefore, Perkins Avenue may be sold free of any interest of any
other entity.

A copy of the Agreement is available at
https://tinyurl.com/44c3m9kk from PacerMonitor.com free of charge.

The Purchaser:

         AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.
         Attn: Brian Rushing
         One ABC Parkway
         Beloit, WI  53511
         Telephone: (215) 622-5692
         E-mail: brushing@abcsupply.com

The Purchaser is represented by:

         HARRISON & HELD, LLP
         Attn:  Brad S Gerber
         333 W. Wacker Drive, Suite 1700
         Chicago, IL 60606
         Telephone: (312) 540-4965
         E-mail:  bgerber@harrisonheld.com

                About Contract Transport Services

Contract Transport Services, Inc. -- http://www.ctsoh.net-- is a
Cleveland-based passenger transportation company that began in
1997.  It regularly provides transport for hotels all over NE Ohio
as well as popular venues throughout the region.

Contract Transport filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
20-14502) on Oct. 6, 2020. Contract Transport President William
Madachik signed the petition.  

At the time of the filing, the Debtor disclosed $252,528 in total
assets and $3,907,364 in total liabilities.

Judge Price Smith oversees the case.  Frederic P. Schwieg,
Attorney
at Law serves as the Debtor's legal counsel.



CORELOGIC INC: Moody's Rates New $750MM Secured Notes Due 2028 'B1'
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CoreLogic, Inc.
(New)'s (aka Celestial-Saturn Merger Sub Inc. and together with
CoreLogic, Inc., "CoreLogic") $750 million senior secured notes due
2028.

The proposed notes, along with previously-rated debt and equity
from affiliates of Stone Point Capital LLC and Insight Partners,
will fund the acquisition of 100% of the common stock of CoreLogic,
Inc. in a go-private transaction, as well as pay related fees and
expenses. CoreLogic reduced the amount of its previously-announced
senior secured 1st lien term loan due 2028 to $3.25 billion from
$4.0 billion.

RATINGS RATIONALE

"The addition of the secured note will add another debt funding
source for CoreLogic, and the fixed rate note will lower exposure
to floating interest rate risk, which are positive credit
developments," said Edmond DeForest, Moody's Vice President.
"However, these benefits are mitigated by what is likely to be a
higher interest rate on the note than the term loan it replaces."

The B2 corporate family rating ("CFR") reflects high financial
leverage above 7 times, but good interest coverage above 2 times
and free cash flow to debt around 5%, expected in 2021. Financial
leverage is expected to return to below 7 times by 2022,
incorporating Moody's expectation for rapid and substantial debt
repayment from free cash flow over the next 2 or more years. A very
large, nearly $3.5 billion sponsor equity contribution provides
strong evidence to support Moody's assessment of current enterprise
value well in excess of the amount of the rated debt.

All financial metrics cited reflect Moody's standard adjustments.

The B1 (LGD3) rating assigned to the proposed senior secured notes
due 2028 reflect the B2-PD probability of default rating, a family
recovery of 50% of debt obligations assumed at default, their
senior most ranking within the debt capital structure and first
loss support provided by the Caa1-rated senior secured second lien
term loan and unsecured claims. The proposed notes are structurally
identical to the B1-rated senior secured 1st lien term loan due
2028. The notes and the facilities are secured on a first lien
basis by substantially all assets and by the stock of the company's
material domestic subsidiaries, which hold the vast majority of
CoreLogic's assets. The credit facilities are further supported by
upstream guarantees from the material domestic subsidiaries.

The senior secured notes include provisions permitting incremental
senior secured 1st lien debt capacity of up to the greater of $770
million and pro forma adjusted EBITDA (as defined in the agreement)
for the most recent trailing 12 month period, plus any unused
amounts under the general debt basket (amount to be determined) and
all voluntary prepayments made, less the amount of any prior
incremental senior secured 1st lien and incremental senior secured
2nd lien loans. Subject to certain limitations, CoreLogic will be
permitted to designate any existing or subsequently acquired or
organized subsidiary as an "unrestricted subsidiary" and
subsequently re-designate any such unrestricted subsidiary as a
Restricted Subsidiary (as defined in the agreement).
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express protective provisions prohibiting an
up-tiering transaction.

The stable outlook reflects Moody's expectations for low single
digit revenue declines, EBITDA margins of over 33% and debt to
EBITDA to fall below 7 times through the application of CoreLogic's
substantial free cash flow to debt repayment.

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

The ratings could be upgraded if Moody's expects 1) debt to remain
under 6.0 times; 2) free cash flow above 6.0% of total debt; 3)
balanced financial policies; and 4) good liquidity.

The ratings could be downgraded if 1) revenue visibility or EBITA
margins become pressured by increased competition, regulatory
changes or other factors; 2) debt to EBITDA leverage is expected to
remain above 7.0 times; 3) free cash flow to debt is anticipated
below 3.0%; 4) liquidity deteriorates; or 4) CoreLogic pursues
aggressive shareholder-friendly financial policies, including
debt-funded acquisitions or shareholder returns.

Issuer: CoreLogic, Inc. (New)

Gtd Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3)

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.

CoreLogic provides property and mortgage data and analytics, as
well as loan processing and other services. Moody's expects 2021
revenues (including from discontinued operations) of about $2
billion.


COTY INC: Moody's Rates New $750MM First Lien Secured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Coty Inc.'s
proposed $750 million senior first lien secured 5-year notes due
2026. Concurrently, Moody's changed Coty's rating outlook to stable
from negative, and affirmed the company's Corporate Family Rating
at Caa1 and its Probability of Default Rating at Caa1-PD. Moody's
also affirmed Coty's senior secured credit facility ratings
including the company's first lien revolving credit facility at B3
and its first lien term loan at B3, and also affirmed Coty's Caa3
senior unsecured notes rating. Coty's SGL-4 Speculative Grade
Liquidity Rating remains unchanged.

Proceeds from the new offering will be used to repay a portion of
the company's $1.9 billion outstanding term loan A due 2023 and pay
$13 million of fee and expenses.

The rating outlook was changed to stable from negative because
Moody's expects that Coty will continue to improve credit metrics
over the next 12-to-18 months through an ongoing recovery in
earnings from the weakness experienced during the coronavirus
downturn. Coty has made good progress in reducing financial
leverage, and Moody's estimates that debt-to-EBITDA leverage will
improve to about 8.5x in December 2021 from over 15.0x during the
twelve months ending December 31, 2020. Improved leverage reflects
meaningful debt repayment from proceeds following the divestiture
of a 60% interest in its Wella assets, continued cost reduction
initiatives and efficiency improvements. The company estimates that
3rd quarter sales, ending March 31, 2021, will be down by low
single digits, which represents meaningful sequential improvement
from revenues that were down by mid to high double digits during
the March, June and September quarters of 2020. The outlook change
also reflects that the proposed offering is credit positive because
it demonstrates continued progress with extending the significant
2023 debt maturities.

Moody's nevertheless affirmed Coty's Caa1 CFR because the company
faces high execution risk to meaningfully and sustainably improve
EBITDA and operating cash flow, which in part includes the
continued refocus of its Consumer Beauty business product mix away
from low-value sales. Stronger earnings performance is necessary to
reduce leverage, improve reinvestment capacity in the highly
competitive beauty industry, and provide more flexibility to
address the still significant 2023 maturities. Leverage is also
unaffected by the refinancing.

New Assignments:

Issuer: Coty Inc.

GTD Senior Secured Global Notes, Assigned B3 (LGD3)

Ratings Affirmed:

Issuer: Coty Inc.

Corporate Family Rating, Affirmed Caa1

Probability of Default Rating, Affirmed Caa1-PD

GTD Senior Secured 1st Lien Term Loan, Affirmed B3 (LGD3)

GTD Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3
(LGD3)

GTD Senior Unsecured Global Notes, Affirmed Caa3 (LGD5)

Outlook Actions:

Issuer: Coty Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Coty's Caa1 CFR reflects the company's gradual recovery from weak
revenue levels over the next few quarters driven by efforts to
contain the coronavirus and pressure on discretionary consumer
income, contributing to high debt to EBITDA financial leverage that
Moody's estimates at about 8.5x in December 2021. The rating also
reflects Moody's belief that the company will generate weak free
cash flow over the next several quarters due to its ongoing
restructuring costs. Coty has been plagued by low demand for its
products due to weaker than expected sales and earnings from its
consumer beauty products (38% of sales) and from the company's
luxury beauty and fragrance products (62% of sales). Over the next
3-6 months, demand will continue to be adversely impacted by the
lingering effects of the coronavirus as worldwide consumer
vaccination efforts remain uneven, as well as ongoing competitive
pressures. That said Moody's expects demand for the company's
products to improve over the next year as the number of vaccinated
consumers continues to increase, and as consumers slowly return to
their everyday activities.

Coty's concentration in fragrance and color cosmetics creates
exposure to discretionary consumer spending and requires continuous
product and brand investment to minimize revenue volatility as
these categories tend to be more fashion driven than other beauty
products. Coty will remain more concentrated than its primary
competitors in mature developed markets. This creates growth
challenges and investment needs to more fully build its global
distribution capabilities and brand presence. The ratings are
supported by the company's large scale, its portfolio of
well-recognized brands, and good product and geographic
diversification.

The SGL-4 Speculative Grade Liquidity Rating reflects Moody's view
that Coty's liquidity is weak. Coty's ongoing restructuring actions
will consume large amounts of cash and Moody's expects the company
to generate negative free cash flow in fiscal 2021. Free cash flow
should turn positive in fiscal 2022 but required debt amortization
remains significant at about $200 million annually. The $2.75
billion revolver expiring in 2023 is subject to a maximum total net
leverage financial covenant with step downs. The covenant's next
step down to 5.0x is in March 2022. Moody's projects that the
company will have weak headroom under the total net leverage
covenant over the next 12 months.

ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS

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
consumer sectors from the current weak U.S. economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous, and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around 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.

Coty's ratings also reflect governance considerations related to
its financial policies and board independence. Moody's views Coty's
financial policies as aggressive given its appetite for debt
financed acquisitions. In addition, the company's board of
directors has limited independence given that four of the nine
board members are related to JAB, Coty's majority shareholder.

Social considerations impact Coty in several ways. First, Coty is a
"beauty" company. It sells products that appeal to customers almost
entirely due to "social" considerations. That is, such products
such as makeup and fragrance help individuals fit in to society and
comply with social mores and customs. Hence social factors are the
primary driver of Coty's sales, and hence the primary reason it
exists. To the extent such social customs and mores change, it
could have an impact -- positive or negative -- on the company's
sales and earnings. However, Moody's believes such risk is
manageable as such customs and mores change at a measured pace, and
as the company is able to adapt to changing "fashion" trends, and
hence offset such social changes. The company engages with social
media influencers, which is in line with demographic and societal
trends. While negative product reviews for the company have
historically been modest, Moody's recognizes that a high number of
adverse product reviews could negatively impact product demand.

To help support the coronavirus relief effort, Coty adapted many of
its factory operations to produce hydro-alcoholic gel, which the
company distributed for free to medical and emergency services
staff, care homes and pharmacies, as well as to Coty associates.
The company also diverted resources, such as alcohol wipes and
protective gloves, from a number of their brands for distribution.

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

Coty's ratings could be downgraded if Coty is unable to
successfully refinance its remaining debt due 2023 in a timely
manner. Ratings could also be downgraded if the company fails to
stabilize revenue and earnings or continues to generate weak or
negative free cash flow over the next 12-18 months. The inability
to further reduce financial leverage and improve liquidity, or the
pursuit of material debt funded acquisitions or shareholder returns
could also lead to a downgrade.

Coty's ratings could be upgraded if the company successfully
refinances its remaining debt due 2023 in a timely manner and
meaningfully reduces financial leverage. Coty would also need to
consistently generate renewed revenue and earnings growth such that
comfortably positive free cash flow is restored.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

Coty Inc. ("Coty"), a public company headquartered in New York, NY,
is one of the leading manufacturers and marketers of fragrance,
color cosmetics, and skin and body care products. The company's
products are sold in over 150 countries. The company generates
roughly $4.0 billion in annual revenues. Coty is 60% owned by a
German based investment firm, JAB Holding Company S.a.r.l. (JAB),
with the rest publicly traded.


COTY INC: S&P Rates New $750MM Senior Secured Notes Due 2026 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Coty Inc.'s proposed $750 million senior secured
notes due 2026. The '2' recovery rating indicates its expectation
for substantial (70%-90%; rounded estimate: 80%) recovery in the
event of a payment default. The company intends to use the proceeds
from this transaction to repay a portion of its outstanding term
loan A facility due 2023. S&P's ratings are based on the
preliminary terms of the proposed senior secured notes, which it
will review upon the receipt of final documentation.

S&P said, "All of our other ratings on Coty, including our 'B-'
issuer credit rating and negative outlook, are unaffected by this
transaction, which we expect will be net-leverage-neutral. We
continue to believe the company's credit measures will improve in
the second half of fiscal year 2021 (ending June 2021) due to its
strengthening sales trends and cost reductions. Despite this
anticipated improvement, we expect Coty's credit measures to remain
weak as it continues to implement its restructuring and faces
ongoing headwinds from the coronavirus pandemic. As of Dec. 31,
2020, the company reported roughly $5.3 billion of funded debt
outstanding. However, we also treat its $1.1 billion of preferred
stock as debt. We forecast discretionary cash flow generation of
about $220 million in fiscal 2021. Although we expect Coty to
continue to prioritize debt repayment over the near-term, this
level of cash flow generation is modest relative to the company's
adjusted debt load. We forecast the company will have leverage of
about 10x in 2021 (about 8.5x excluding preferred stock) and EBITDA
interest coverage of about 2x."



CPG INT'L: Moody's Hikes CFR to Ba3, Outlook Stable
---------------------------------------------------
Moody's Investors Service upgraded CPG International LLC's (a
wholly owned subsidiary of The AZEK Company Inc.) (AZEK) Corporate
Family Rating to Ba3 from B1 and Probability of Default Rating to
Ba3-PD from B1-PD. Moody's also upgraded the rating on the
company's first lien senior secured term loan to B1 from B2. The
outlook is stable. AZEK's SGL-2 Speculative Grade Liquidity Rating
was maintained.

The upgrade of the Corporate Family Rating to Ba3 reflects AZEK's
strong credit metrics, including debt to EBITDA of about 2.2x, and
pro forma EBITDA to interest coverage of approximately 6.0x at
December 31, 2020. Moody's expects these metrics will be maintained
over the next 12 to 18 months. Industry conditions across the
company's residential end markets are expected to be favorable and
support AZEK's top line growth and operating results. Moody's also
expects the company to maintain conservative financial policies in
line with its leverage target, with respect to acquisition activity
and shareholder friendly returns.

The following rating actions were taken:

Upgrades:

Issuer: CPG International LLC

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Corporate Family Rating, Upgraded to Ba3 from B1

Senior Secured Bank Credit Facility, Upgraded to B1 (LGD4) from B2
(LGD4)

Outlook Actions:

Issuer: CPG International LLC

Outlook, Remains Stable

RATINGS RATIONALE

AZEK's Ba3 Corporate Family Rating reflects: 1) the company's solid
position in the market for low maintenance building products; 2)
the company's reliance on the residential repair and remodel end
market for a majority of its revenue, which is more stable than new
construction; 3) strong operating margin; 4) Moody's expectation of
a conservative financial strategy, including modest leverage in
line with the company's stated net debt leverage target of 2.0x to
3.0x; 5) governance consideration including the reduction in
private equity ownership to 36%; and 6) good liquidity, supported
by positive free cash flow and ample availability under revolving
credit facility.

On the other hand, the credit profile reflects: 1) the company's
exposure to the cyclical residential and repair and remodeling end
markets; 2) the significant competition in the low maintenance
building products segment; 3) sensitivity of operating margin, cash
flow and liquidity to changes in raw material costs; and 4) risks
related to shareholder friendly actions given the private equity
ownership.

The stable outlook reflects Moody's expectation that AZEK will
benefit from strong end market conditions in the residential
sector, including new construction and repair and remodeling.
Strong credit metrics, including low leverage, considerable
interest coverage and free cash flow to debt ratios, strong
operating margin and good liquidity also support the outlook.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation that AZEK will maintain good liquidity over the next 12
to 15 months. Liquidity is supported by positive free cash flow and
access to a $150 million ABL revolving credit facility expiring in
2026. The company has no debt maturities until 2024 when the term
loan is due.

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

The ratings could be upgraded if AZEK expands its size and scale,
demonstrates a track record of operating as a public company with
conservative financial strategies and increases independent board
representation. More specifically, if the company sustains adjusted
debt to EBITDA below 3.0x and EBITA to interest coverage above
5.0x, and maintains good liquidity, while end markets conditions
remain supportive the ratings could be upgraded.

The ratings could be downgraded if revenue and earnings decline
materially due to weakness in demand for key products. For example,
if leverage approaches 4.5x, interest coverage declines below 4.0x,
the company's financial strategies grow aggressive, or liquidity
deteriorates the ratings could be downgraded.

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

The AZEK Company Inc., headquartered in Chicago, Illinois, is a
leading manufacturer of premium, low maintenance building products
for residential (AZEK Building Products, TimberTech, Versatex and
UltraLox) and commercial (Scranton Products and Vycom) markets in
the U.S. and Canada. The company's product offerings include deck,
trim, rail, pavers, partitions, lockers, and plastic sheet
products. Since June 2020 AZEK is publicly traded. Ares Management
and Ontario Teachers' Private Capital hold approximately 36% of the
company's common stock. In the LTM period ended December 31, 2020,
the company generated approximately $945 million in revenue.


CRC BROADCASTING: Parties Seeks 30-Day Delay of Plan Hearing
------------------------------------------------------------
CRC Broadcasting Company and its secured creditor, Desert Financial
Credit Union, ask the Court for a continuance of the April 20, 2021
confirmation hearing for approximately 30 days to facilitate
discussions between them on matters related to Confirmation.

The parties suggest that the continued hearing can be held before
May 25, 2021 as Mr. NewDelman will be unavailable between May 25,
2021 and June 10, 2021.

The parties also request that Desert Financial Credit Union be
given until seven calendar days prior to the continued Hearing to
file any objection to the Amended Plan.

Attorney for the Debtor:

     Allan D. NewDelman, Esq.
     ALLAN D. NEWDELMAN, P.C.
     80 East Columbus Avenue
     Phoenix, Arizona 85012
     Tel: (602) 264-4550
     E-mail: anewdelman@adnlaw.net

                   About CRC Broadcasting Co.

CRC Broadcasting Company, Inc., a broadcast media company based in
Scottsdale, Ariz., filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-02349) on March 6,
2020, listing under $1 million in both assets and liabilities.

Judge Paul Sala oversees the case.

Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is the
Debtor's legal counsel.


CROWNROCK LP: Fitch Assigns BB Rating on Proposed Unsec. Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR2' rating to CrownRock, L.P.'s
proposed senior unsecured notes due 2029. CrownRock intends to use
the proceeds to redeem a portion of its outstanding series A
preferred units held at CrownRock Holdings, L.P. and for general
corporate purposes.

CrownRock's ratings reflect its core Permian asset base with high
liquids exposure; large inventory of highly economic drilling
locations; competitive cost structure; continued realization of
production and capital efficiencies; forecast sub-2.0x leverage
profile; and the expectation of positive FCF through the rating
horizon. These factors are partially offset by the company's
relatively short, rolling six-month hedge program and expectation
for modest RBL borrowings in order to fund its drilling program.

The Positive Outlook reflects Fitch's expectation that CrownRock
will exhibit double-digit production growth, in addition to
maintaining positive FCF directed towards gross debt reduction.

KEY RATING DRIVERS

Strong Permian Asset Base: CrownRock's acreage position consists of
approximately ~91,000 net acres in the core of the Midland basin
split between Howard, Martin, Midland and Glasscock counties. The
asset base has high liquids exposure (79%, 52% oil) as of YE 2020,
with approximately 82% of its core acreage held by production.
Drilling inventory remains robust with over 2,600 net tier-1
horizontal drilling locations (estimated at nearly 20 years),
targeting primarily the Lower Sprayberry, Wolfcamp A and Wolfcamp
B, with a Fitch-calculated fully-cycle break-even oil price of
$30/bbl-$35/bbl. Fitch believes the company's extensive inventory
of highly economic wells, continued productivity and cost
improvements, and development track record reduces overall cash
flow risk and supports targeted production growth.

Double-Digit Production Growth Target: Fitch believes management's
production growth record and asset development moderates execution
risk to the company's growth strategy of 150 Mboepd by 2023.
CrownRock's YE 2020 production increased 25% from the prior year to
82.3 Mboepd, despite weak oil price-linked production curtailments
and operational reductions in the rig count and frac crews in
April. Drilling and completion activities have increased since
April, and the build-up of drilled and uncompleted wells (DUC's)
combined with an increase in capex towards $700 million, should
help maintain operational momentum through 2021. Fitch believes the
current growth plan is achievable, but understands a weakened
near-term pricing environment could delay growth as hedges fall off
after 1H21. Fitch's base case currently forecasts production to
average approximately 115 Mboepd in 2021 with sub-2.0x gross
debt/EBITDA, which are generally consistent with 'BB-' rating
tolerances.

$30/bbl-$35/bbl Breakeven Full-Cycle Cost: CrownRock's cost
structure is highly competitive relative to Fitch-rated U.S.
onshore E&P peers and continues to improve. Fitch-calculated
operating costs have improved from $11.6/boe in 2016 to $7.7/boe in
2020, driven by increased well productivity, greater operational
efficiencies and lower service costs, with the majority expected to
be sustained post-cycle. Spud-to-spud days have improved from
approximately 27 days in 1Q17 to under 14 days in 2020, and
completion costs are down roughly 30% since YE 2019, leading to
average DC&E costs per foot of approximately $450. Fitch views the
company's continued operational and capital improvements favorably
as they improve cost competitiveness and support the FCF profile.

Six-Month Oil Hedging Program: The company's hedging program
essentially provides development funding protection for current
development activities, which leaves future cash flows more
susceptible to market price fluctuations. CrownRock has hedged
approximately 32 Mboepd of oil at an average price of $52/bbl in
1H21, which represents approximately 70% of its 2020 oil production
rate. Oil hedges fall off after 1H21, while natural gas hedges are
longer dated with approximately 68% and 73% of expected natural gas
production hedged at $1.78/MMBtu and $1.89/MMBtu for full-year 2021
and 2022, respectively.

Positive FCF, Sub-2.0x Leverage: Fitch forecasts positive FCF in
2021 despite growth-directed capital spending of approximately $700
million at Fitch's $55/bbl price assumption. Fitch expects FCF will
remain positive through the rating horizon with debt/EBITDA
expected to fall below 2.0x in 2021 from 2.3x in 2020, and could
approach 1.5x levels by 2022. Fitch projects CrownRock will be able
to fund its 2021 capital program through internally generated cash
flow, and expects the company to prioritize repayment of the
preferred units and the RBL with FCF.

DERIVATION SUMMARY

CrownRock is a relatively smaller-sized, growth-oriented operator
with 2020 average daily production of 82.3 Mboepd, larger than
Permian peer Double Eagle III Midco (B/Positive Watch; 45.8 Mboepd
in 3Q20), but smaller than Permian peers Endeavor Energy Resources
(BB+/Positive; approximately 170 Mboepd in 2020) and
investment-grade peers Diamondback Energy, Inc., pro forma the QEP
Resources, Inc. and Guidon Energy acquisitions, (BBB/Stable; pro
forma fiscal 2021 production of approximately 370 mboepd) and
Pioneer Natural Resources, pro forma the Parsley Energy, Inc. and
DoublePoint Energy acquisitions (BBB+/Stable; approximately 600
mboepd in 2021). The company's forecast sub-2.0x gross leverage in
2021 is similar to Double Eagle (2020F leverage of 1.9x), but
higher than Endeavor (2021F leverage of 1.4x) and investment-grade
peer and Pioneer (pro forma leverage approaching 1.0x).

In terms of cost structure, CrownRock's core position in the
Midland Basin and continued efficiencies have resulted in
Fitch-calculated operating costs improving from $11.6/boe in 2017
to $7.7/boe in 2020, which is about is about $1/boe-$3/boe more
competitive than the Permian peer average. While CrownRock's
average realized price has historically been slightly weaker than
Permian peers given in-basin hydrocarbon pricing, their
peer-leading cost structure results in mid-cycle unhedged cash
netbacks generally in line with the Permian peer average at around
$25/bbl.

KEY ASSUMPTIONS

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

-- WTI prices of $55.00/bbl in 2021 and $50.00/bbl thereafter;

-- Henry Hub prices of $2.75/mcf in 2021 and $2.45/mcf
    thereafter;

-- Average annual production growth in the 20% range;

-- Capex of $7000 million in 2021 with growth-linked increases
    thereafter;

-- Prioritization of forecasted FCF towards repayment of
    preferred units and the RBL;

-- No material M&A activity.

RATING SENSITIVITIES

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

-- Greater visibility on and proximity towards the transition to
    positive free cash flow generation that allows for repayment
    of the RBL;

-- Execution on production growth targets while de-risking
    prospective intervals that results in average production above
    115 Mboepd-125 Mboepd;

-- Mid-cycle Debt/EBITDA or FFO Leverage sustained below 2.0x.

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

-- Delay in the transition or inability to generate positive free
    cash flow;

-- Failure to execute on production growth strategy resulting in
    average production sustained below 85 Mboepd;

-- Mid-cycle Debt/EBITDA or FFO Leverage sustained above 2.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity : As of Dec. 31, 2020, CrownRock's liquidity
consists of $87 million of cash on its balance sheet and an
additional $560 million of borrowing capacity under the $700
million ($925 million borrowing base) reserve-based lending credit
facility (RBL). The RBL is subject to a semi-annual borrowing base
redetermination and was reduced from $1.0 billion to $925 million
in November.

Clear Maturity Profile: CrownRock's maturity schedule remains light
with no near-term maturities until the RBL and 5.625% senior notes
come due in 2024 and 2025, respectively.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that CrownRock 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 its bases the
enterprise valuation, which reflects the decline from current
pricing levels to stressed levels, and then a partial recovery
coming out of a troughed pricing environment. Fitch believes that a
weakened commodity price environment combined with continued
aggressive growth, outspend on the RBL and liquidity erosion could
pose a plausible bankruptcy scenario for CrownRock.

An EV multiple of 4.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:

-- The historical bankruptcy case study exit multiples for peer
    companies ranged from 2.8x-7.0x, with an average of 5.2x and a
    median of 5.4x;

-- The multiple reflects the value of CrownRock's high-quality,
    oil-weighted asset base in the core of the Midland Basin in
    addition to growth opportunity embedded in the bankruptcy
    scenario.

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
within the Midland basin including multiples for production per
flowing barrel, proved reserves valuation, value per acre and value
per drilling location.

RBL is assumed to be fully drawn upon default, given the company's
limited hedge position after 1H21 as well as Fitch's expectation
that production growth would likely offset some of the risk of
price-linked borrowing base reduction. The RBL is senior to the
unsecured notes in the waterfall.

The allocation of value in the liability waterfall and its priority
position results in recovery corresponding to 'RR1' for the senior
secured RBL credit facility and 'RR2' for the senior unsecured
notes.

SUMMARY OF FINANCIAL ADJUSTMENTS

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.


CROWNROCK LP: Moody's Gives B2 Rating to New Senior Notes Due 2029
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to CrownRock, L.P.'s
proposed senior notes due 2029. CrownRock's other ratings and
stable outlook remain unchanged. The notes proceeds are expected to
be used for distribution to its parent, CrownRock Holdings, L.P.,
which will, in turn, redeem a portion of its outstanding 9.625%
Series A Preferred Units.

"Even though CrownRock's funded debt will increase by about a third
with this transaction, its growing production base and favorable
cost structure will allow it to maintain supportive leverage
metrics for its ratings," said Arvinder Saluja, Moody's Vice
President. "In addition, going forward there would be reduced
recurring burden to make periodic distributions to fund its
parent's preferred dividends."

Assignments:

Issuer: CrownRock, L.P.

Senior Unsecured Notes, Assigned B2 (LGD4)

RATINGS RATIONALE

The proposed and existing senior notes rated B2 are unsecured and
therefore subordinated to CrownRock's senior secured credit
facility's potential priority claim to the company's assets. The
size of the potential senior secured claims relative to the
unsecured notes outstanding results in the senior notes being
notched below the B1 Corporate Family Rating (CFR).

CrownRock's B1 CFR reflects its improving scale, large percentage
of oil production, Moody's expectation of continued margin
improvement, and management's track record of growing reserves and
production in the Permian Basin. CrownRock's good operating
performance in a volatile commodity price environment also supports
its profile. Increasing horizontal activity coupled with some
vertical activity implies a lower operating risk profile versus
similarly rated peers. CrownRock has a high concentration in the
Permian, accounting for nearly all its proved reserves and its
PV-10 value. CrownRock's profile also considers its private equity
ownership.

CrownRock has good liquidity. CrownRock had $87 million of cash and
$560 million available under its $700 million credit facility, as
of December 31, 2021. The credit facility has a borrowing base of
$925 million and expires in February 2024. The revolver contains
two financial covenants: total debt / EBITDAX of no more than 3.50x
and a current ratio of not less than 1.0x. CrownRock was in
compliance with these covenants as of December 31, and Moody's
expect it to be compliant through 2022. Substantially all of
CrownRock's assets are pledged as security under the credit
facility which limits the extent to which asset sales could provide
a source of additional liquidity if needed.

The stable outlook reflects Moody's expectation that Crownrock will
maintain its production scale, strong leverage and cash flow
metrics.

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

The rating could be upgraded if the company's production growth
expectations are achieved and retained cash flow to debt remains
above 40%. The rating could be downgraded if retained cash flow to
debt falls below 20% or debt to average daily production exceeds
$30,000.

CrownRock, L.P. (CrownRock) is an independent exploration and
production (E&P) company whose core area is in the Permian Basin of
West Texas.

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


CVR PARTNERS: Moody's Affirms B2 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings for CVR Partners,
LP; including the B2 Corporate Family Rating, its B2-PD probability
of default rating and the B2 senior secured notes rating. Moody's
also revised the outlook to stable from negative on improved
fundamentals in the agricultural sector. Moody's also upgraded
CVR's speculative grade liquidity rating to SGL-2 from SGL-3.

Affirmations:

Issuer: CVR Partners, LP

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

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

Upgrades:

Issuer: CVR Partners, LP

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

Outlook Actions:

Issuer: CVR Partners, LP

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The stable outlook reflects Moody's expectations that credit
metrics will improve in 2021 due to higher UAN and ammonia prices
amid strong demand for nitrogen fertilizers driven by higher
commodity crop prices. Moody's expect higher prices to offset any
volume loss from weather-related disruptions in the first quarter
and the scheduled turnaround at the Coffeyville plant in the fourth
quarter. Moody's expects UAN and ammonia prices to fall from
current seasonal highs also driven by unplanned shutdowns and
production curtailments, but remain higher year-on-year. Based on
these views, Moody's anticipates that CVR's Debt/EBITDA as adjusted
by Moody's would likely decline to about 5.6x in 2021 from 7.5x in
2020 and interest coverage would increase to 1.8x from 1.4x,
respectively. Moody's expect the company to use the cash in excess
of interest and capital expenditures for either distributions, unit
repurchases or debt reduction. Moody's expect the company to try to
address its upcoming 2023 maturity and high cost capital structure
once the bonds become callable at par this June.

The B2 corporate family rating reflects CVR's small scale as
measured by revenues, concentration of earnings in two production
facilities, Coffeyville, Kansas and East Dubuque, Illinois, as well
as Moody's expectations that its facilities will demonstrate
consistent and efficient operations. CVR also benefits from its
geographic footprint with access to the Corn belt, through the East
Dubuque site location, as well as the Southern plains, via the
Union Pacific and BNSF rail lines from the Coffeyville site.
Despite having only two production sites, CVR benefits from its
back integration into ammonia production and diversity of supply
though the Coffeyville facility faces higher costs when the
Coffeyville refinery cannot fully supply its feedstock needs and
depends on the ultimate viability of the refinery.

Concentration of sales in commodity nitrogen fertilizers, limited
growth prospects, seasonality and exposure to adverse weather are
constraining factors for the rating. Also reflected in its rating
is CVR's structure as a variable rate master limited partnership
(MLP), which typically distributes all available free cash flows to
unitholders, but given the variable nature of the MLP, management
has control over the size of the distributions and has suspended
them during downturns.

CVR's SGL-2 speculative grade liquidity rating indicates
expectations of good liquidity through 2021, supported by cash
balances, projected operating cash generation and availability
under its $35 million ABL revolver due on September 30, 2022. The
company had $31 million of cash on hand as of December 31, 2020,
including about $7.6 million of customer advances and about $20
million availability under its revolver, which is subject to
borrowing base limitations. The revolver was undrawn as of December
31, 2020. Moody's do not expect the company to use the revolver,
with the exception of possible support for seasonal working capital
needs. Working capital usage is typically highest in the second and
fourth calendar quarter. The company is projected to generate cash
after covering roughly $60 million in interest and $20-$25 million
in capex and may use excess cash for distributions or unit
repurchases. The revolver has a springing fixed charge coverage
ratio of 1.0x if availability falls below 10% or $5 million and
Moody's do not expect the covenant to be tested. The company has a
small stub maturity in 2021, which it will be able to cover from
cash on hand. The partnership's 9.25% $645 million senior secured
notes are due June 15, 2023 and contain no financial covenants, but
do contain various covenants and leverage tests for MLP
distributions, incremental debt, and other restrictions. Moody's
expect the company to address the note maturity extension in a
timely manner. All assets are encumbered by the revolver and the
notes.

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

The stable outlook reflects expectations of improving credit
metrics and cash flow generation in 2021 amid higher crop prices
and stronger demand for fertilizers. The stable outlook also
reflects expectations that the company will address the upcoming
2023 maturity in a timely manner and will start using free cash
flow to reduce debt, resulting in a capital structure that
positions the company more solidly in the B2 category.

A rating upgrade is remote at this time, given the company's small
scale, limited operational diversity and the fixed capital
structure, which will result in weak metrics during the trough of
the cycle. Moody's will consider an upgrade if the company lowers
debt, such that leverage is sustained under 4.5x Debt/EBITDA,
profitability improves and the company continues to prudently
manage liquidity.

Moody's could downgrade the rating if the company does not address
its 2023 bond maturity in a timely manner and does not demonstrate
debt reduction to place it more firmly within the B2 rating
category. Moody's also could downgrade if the rating EBITDA no
longer covers interest and liquidity deteriorates such that free
cash flow is persistently negative and CVR's cash balance declines
below $20 million. Moody's could also downgrade the rating if
unplanned outages become an ongoing issue for the company and if
there are significant changes in its key raw material supplier
Coffeyville refinery.

As a commodity chemicals manufacturer, Moody's view CVR as having
high environmental credit risks and high social credit risks
because its operations could have a negative impact on local
communities. Moody's believes the company has established expertise
in complying with environmental regulations dealing with production
of hazardous substances and air and water emissions and has
incorporated procedures to address them in its operational planning
and business models. CVR currently utilizing nitrous oxide
abatement and carbon dioxide (CO2) sequestration technologies to
mitigate over 1mm metric tons of CO2 equivalents per year and is
seeking to benefit from various opportunities related to lowering
its greenhouse gas emissions, such as qualifying for tax credits
under Section 45Q aimed at encouraging CO2 sequestration. CVR has
moderate governance credit risk due to concentrated ownership,
variable distribution master limited partnership structure (MLP)
and shareholder friendly financial policies.

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

CVR, a Delaware limited partnership headquartered in Sugar Land,
Texas, is a producer of nitrogen fertilizer products, principally
Ammonia and UAN. CVR is a public variable distribution master
limited partnership (ticker: UAN) which is 36% owned by CVR Energy
Inc., a publicly traded company 71% owned and controlled by Carl C.
Icahn through Icahn Enterprises L.P. CVR has two operating
facilities located in Coffeyville, Kansas and East Dubuque,
Illinois. CVR had revenues of $350 million for the twelve months
ending December 31, 2020.


DELL INC: Moody's Puts Ba1 CFR Under Review for Upgrade
-------------------------------------------------------
Moody's Investors Service placed the Ba1 Corporate Family Rating of
Dell, Inc., and the senior unsecured debt ratings of Dell Inc. and
its subsidiaries on review for upgrade. Moody's affirmed the Baa3
ratings on the senior secured debt at Dell International LLC and
EMC Corporation (as co-borrowers). Dell Inc. is a wholly-owned
indirect subsidiary of Dell Technologies Inc. ("Dell"). The ratings
action was prompted by the announcement by Dell and its
majority-owned subsidiary VMware, Inc., that VMware will pay a
special cash dividend of $11.5 billion to $12 billion to its
shareholders in conjunction with Dell's plans to distribute its
approximately 81% ownership interest in VMware to Dell
shareholders. The transactions are expected to close in the fourth
quarter of 2021.

On Review for Upgrade:

Issuer: Dell Inc.

Probability of Default Rating, Placed on Review for Upgrade,
currently Ba1-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
Ba1

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba2 (LGD6)

Issuer: Dell International LLC

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba2 (LGD5)

Affirmations:

Issuer: Dell International LLC

Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD3)

Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD3)

Outlook Actions:

Issuer: Dell Inc.

Outlook, Changed To Rating Under Review From Stable

Issuer: Dell International LLC

Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Dell intends to use the $9.3 billion to $9.7 billion of its share
of the proceeds from the special dividend to reduce its debt. The
debt reduction from the dividend proceeds coupled with Dell's
previously announced plans to repay at least $5 billion of debt
during fiscal year ending January 2022 would significantly
accelerate its deleveraging. Pro forma for the separation from
VMware and debt repayments, Moody's estimates that Dell's total
debt to EBITDA (incorporating Moody's standard analytical
adjustments) would decline from 4.4x at FYE '21, to 2.6x, and
Moody's expects Dell will continue to use a meaningful share of its
excess cash and free cash flow over the following 12 to 18 months
to further reduce debt consistent with its target of 1.5x gross
"core" leverage. At FY '21, Dell had $9.5 billion of unrestricted
cash balances, excluding VMware's cash.

Moody's senior analyst Raj Joshi said, "The ratings under review
for upgrade reflect our expectations for substantial deleveraging
over the next 12 to 24 months and over $500 million of interest
expense savings from the anticipated debt reduction in FY '22 alone
that will boost Dell's already strong free cash flow." Since the
close of the EMC acquisition in September 2016, and including the
use of proceeds from the special dividend and the at least $5
billion of planned debt repayment in FY '22, Dell would have
reduced its combined "core" debt and margin loan balances by at
least $34 billion (excluding debt attributed to Dell Financial
Services), using a combination of proceeds from divestitures and
free cash flow. These actions support management's commitment to
attain an investment grade rating.

The ratings review will focus on: (i) Dell's capital structure,
including structural considerations and guarantees and security
interests that may remain in effect after the spin-off of VMware
ownership; (ii) Dell's financial policies and plans for debt
repayment after the spin-off transaction, and, (iii) Moody's
understanding of risks in the commercial agreements between the
Dell and VMware after their separation.

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

If Dell achieves an investment grading from at least 2 of the 3
ratings agencies and subject to certain other conditions, Dell's
restricted subsidiaries will be able to release guarantees and
collateral pledged to their creditors. At the close of the
spin-off, Moody's could upgrade the rating on the senior unsecured
notes issued by Dell International LLC and EMC Corporation by two
notches to Baa3 if: (i) the collateral release occurs such that the
existing senior secured debt and senior unsecured notes of Dell
International LLC and EMC Corporation become pari passu, (ii) debt
repayments occur as expected through the date of the spin-off and
using proceeds from the VMware's special dividend, (iii) Moody's
expects Dell to further reduce debt such that total debt to EBITDA
(Moody's expected) will decline to about 2x over the 12 to 18
months following the spin-off and sustain at this level, and, (iv)
Moody's considers the terms of the commercial agreements between
Dell and VMWare to be supportive of Dell's future operating
performance.

Moody's affirmed the ratings for Dell's senior secured credit
facilities and notes, which would become pari passu with other
unsecured obligations of the company, if the collateral is
released. The legacy senior notes at Dell Inc. are structurally
subordinated to the remaining indebtedness at Dell International
LLC and EMC Corporation and could be upgraded to Ba1 if the senior
unsecured notes of Dell International LLC and EMC Corporation are
upgraded to Baa3.

The ratings action is positively influenced by governance
considerations, specifically, Dell's substantial debt repayments.
However, Dell's credit risk profile will continue to be constrained
by its concentrated ownership. Affiliates of Mr. Michael Dell and
Silver Lake Partners collectively own common stock with
approximately 95% voting interest in Dell. The company has a
history of high financial risk tolerance but it has also
demonstrated the capacity and willingness to reduce debt over time.
Dell's strong free cash flow, low prospective leverage and strong
cash relative to adjusted debt after the spin-off transaction
provide some degree of cushion against potential credit negative
events. In addition, the company's strong market positions in
multiple segments, its substantial scale and strong free cash flow
balance its risks from an intensely competitive industry and
Moody's expectations for Dell's flat to low single digit revenue
growth prospects over the next 2 to 3 years. Moody's expect the
accelerating migration of enterprise workloads to the cloud will
pose increasing challenges to Dell's infrastructure solutions
segment and the personal computers industry, which is having record
growth in recent periods, has mature long-term growth prospects.

As a result of the spin-off, Dell will lose its controlling
interest in the highly profitable VMWare business that has higher
growth prospects than Dell's hardware businesses. Moody's believe
that both Dell and VMware benefited from the integration of
technologies and sales and marketing functions and cross-selling
opportunities. Both companies have entered into a commercial
agreement to preserve business and operational benefits but Moody's
believe that effectiveness of these agreements is uncertain and
will only be proved over time.

Dell Technologies, Inc. is a leading provider of personal computers
and peripherals, servers, and enterprise storage solutions.
Affiliates of Mr. Michael Dell and Silver Lake Partners hold common
stock representing approximately 72% and 23%, respectively, of the
total voting power of Dell's outstanding common stock. Excluding
VMware segment net revenues, Dell generated over $82 billion in net
revenues.

The principal methodology used in these ratings was Diversified
Technology published in August 2018.


DELL TECHNOLOGIES: Fitch Puts BB+ IDR on Watch Pos. on VMware Deal
------------------------------------------------------------------
Fitch Ratings has placed the ratings for Dell Technologies, Inc.
(Dell) and its subsidiaries, including its 'BB+' Long-Term (LT)
Issuer Default Rating (IDR), on Watch Positive following Dell's
announcement that it will spin-off its 81%-ownership stake in
VMware Inc. The transaction will take the form of a tax-free
spin-off and is targeted to close in the fourth fiscal quarter of
f2021.

At or near the transaction close, Fitch anticipates upgrading
Dell's ratings to 'BBB', absent the company falling meaningfully
short of its organic debt reduction targets through the first three
quarters of fiscal 2022. Fitch believes Dell's operating profile
supports a low- to mid-'BBB' rating with scale-based competitive
advantages expected to drive continued share gains and its large
diversified installed base moderating customer infrastructure
spending volatility. Mature industry growth dynamics, particularly
in its infrastructure solutions group (ISG), and limited pricing
power weigh on Dell's operating profile.

In connection with the transaction, VMware will pay an $11.5
billion-$12.0 billion cash dividend to shareholders and Dell will
use its approximately $9.3 billion-$9.7 billion pro rata share and
cash flow to close, for debt reduction. As a result, Fitch
forecasts pro forma credit metrics in-line with a strong 'BBB'
rating with core debt to operating EBITDA below 2.5x and
approaching 2.0x exiting fiscal 2023, in-line with Dell's
longer-term core leverage target. With post-spin profitability more
in-line with a strong 'BB' rating weighing on its financial
profile, Fitch believes Dell's overall credit profile is consistent
with a 'BBB' LT IDR.

The spin simplifies VMware's ownership structure and results in
Dell shareholders' pro forma ownership interest in VMware just
under 30% and Michael Dell and Silver Lake Partners (SLP) just over
40% and 10%, respectively. Dell also announced that it will enter
into a partnership with VMware aimed at joint collaboration and
product development, leveraging Dell's go-to-market (GTM) scale,
other cross-selling opportunities and Dell's captive financing
business (DFS). The partnership is set to last five years from
close with automatic one-year renewals thereafter and should remain
additive to Dell's top line.

KEY RATING DRIVERS

Significant Debt Reduction: Aside from use of Dell's $9.3
billion-$9.7 billion pro rata share of VMware's cash dividend in
connection with the spin for debt reduction, Fitch believes
operating momentum poises Dell to achieve its at least $5 billion
organic debt reduction target for fiscal 2022. This follows $5.5
billion of gross debt reduction in fiscal 2021, aided by the use of
net proceeds from closing the RSA sale, and use of virtually all
cash flow for debt reduction (just over $8 billion of Fitch
calculated net debt) over the little more than two years since
Dell's debt-funded VMware tracking stock consolidation sweetener.

Conservative Financial Policies: Fitch believes Dell's post-spin
financial policies will be conservative, spurred by the company's
achieving and maintaining solid investment grade ratings. Fitch
estimates core leverage (core debt to core EBITDA, which exclude
the impact of DFS) will be near 2.5x at spin. Dell's core leverage
target (which will better but not entirely match Fitch's
calculation post-spin) of 2.0x and anticipated liquidity are strong
for Fitch's anticipated actions. Upon achieving its target, Fitch
forecasts Dell will intensify the use of FCF for stock buybacks,.

Solid PC Business Momentum: Fitch expects Dell to continue
outperforming the personal computer (PC) market through share
consolidation on top of stronger and more resilient than previously
expected market growth. Dell's computing solutions group (CSG)
segment is poised for another year of mid-single digit growth from
consumer moderating from double digit growth in fiscal 2021 and
recovering commercial markets. Scale driven market consolidation by
the top three PC makers, Dell among them, should continue fueling
growth for this business, despite long-held concern over PC market
maturation.

Challenging Infrastructure Spending Dynamics: Fitch expects
challenging infrastructure spending dynamics will constrain growth
for Dell's infrastructure solutions group (ISG) segment, although
Fitch forecasts spending will recover in the back half of fiscal
2022 after significant demand constraints in fiscal through last
year's coronavirus pandemic-driven lockdowns. While Fitch is
forecasting low single digit growth for ISG in fiscal 2022, demand
for infrastructure spending will remain volatile and constrained to
low single digit average growth by customer hybrid infrastructure
optimization trends.

Standalone Profitability Profile: Fitch expects Dell's post-spin
profit margins will moderate in fiscal 2022 from peak levels
achieved in recent years due in large part to normalization of cost
actions taken during the coronavirus pandemic and continued
momentum in lower margin consumer PCs. The resumption of ISG and
commercial PC growth should drive modest profit margin expansion
beginning in fiscal 2023, although Fitch forecasts core EBITDA
margins will remain near 9% versus nearly 10% in fiscal 2020-2021
and FCF margins adjusted for the change in DFS receivables in the
mid-single digits.

Recovery Rationale: Fitch notches up Dell's secured debt by one
notch to 'BBB-'/'RR2'due to Fitch's expectation for superior
recoveries for first-lien debt, as the company's senior secured
revolving credit facility, term loan and bonds are secured by
substantially all assets of Dell and its subsidiaries, excluding
VMware.

DERIVATION SUMMARY

Pro forma for the spin, Dell's credit profile will be in-line with
the anticipated 'BBB' rating with the company's strong financial
structure and flexibility, diversification and scale-based
competitive advantage offsetting mature growth dynamics and
comparatively low profitability. As a result, Dell's business
profile is favorably positioned versus IT hardware provider peers
such as Hewlett Packard Enterprise Company (rated 'BBB+' with a
Negative Rating Outlook by Fitch) and HP, Inc. (rated 'BBB+' with a
Negative Rating Outlook by Fitch). Dell's pro forma financial
structure will be in-line with that of Hewlett Packard Enterprise
but weaker than that of HP, Inc. At the same time, Dell is
similarly positioned to Hewlett Packard Enterprise from an
operating profile perspective but at least as well positioned as
HP.

The spin-off will eliminate the rating linkage between VMware and
Dell. Until the transaction closes, the current 'BB+' rating
reflects Fitch's belief that Dell's linkage with 81% owned VMware
is moderate under Fitch's parent-subsidiary linkage criteria and,
therefore, equalizes the companies' LT IDRs. VMware is an
unrestricted subsidiary in Dell's credit agreements and indentures
and provide for no upstream guarantees, cross-default provisions or
management or treasury team overlap.

KEY ASSUMPTIONS

-- The tax-free spin-off closes as currently contemplated in the
    fourth fiscal quarter of 2021 with Dell using a $9.3-$9.7
    billion cash dividend from VMware for debt reduction.

-- Standalone revenue for Dell grows by low- to mid-single digits
    driven by share gains through forecast period within the
    context of solid market growth through fiscal 2023 and
    moderating thereafter.

-- Profitability moderates in fiscal 2022 but an increasing mix
    of ISG sales gradually drive profit margin expansion.

-- Dell uses the majority of cash flow for debt reduction until
    it achieves target core leverage and mainly for stock buybacks
    thereafter.

RATING SENSITIVITIES

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

-- Expectations for core debt to core EBITDA sustained below 2x
    and adjusted pre-dividend FCF to core debt sustained near 30%.

-- Positive organic revenue growth from profitable market share
    gains in CSG and ISG segments.

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

-- Expectations for core debt to core EBITDA sustained near 3x
    and adjusted pre-dividend FCF to core debt sustained near 20%.

-- Negative organic revenue growth from sustained market share
    losses in CSG and ISG segments.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch believes Dell's liquidity should remain
adequate and, as of Jan. 29, 2021, was supported by $14.2 billion
of cash and cash equivalents, $9.5 billion excluding VMware, and
nearly full availability of Dell's $4.5 billion of 1st-lien senior
secured revolving credit facility expiring on September 2023 and
VMware's undrawn $1 billion senior unsecured RCF due September
2022. Fitch's forecast for $3.5 billion to $4.5 billion of adjusted
FCF also supports liquidity and excludes VMware's more than $3
billion of FCF to spin-close.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch applies a maximum allowable debt-to-equity ratio of 3:1 to
Dell's financing receivables to allocate a portion of total debt to
DFS, which Fitch excludes from measuring core debt. Fitch similarly
excludes DFS profitability from total EBITDA to calculate core
EBITDA, as well as the change in financing receivables from FFO in
calculating adjusted FCF.

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.


DELL TECHNOLOGIES: S&P Places 'BB+ ICR on CreditWach Positive
-------------------------------------------------------------
S&P Global Ratings placed its 'BB+' issuer credit rating and
issue-level ratings on Dell Technologies Inc. on CreditWatch with
positive implications.

U.S. information technology company Dell Technologies Inc.
announced on April 14, 2021, details regarding the spinoff of its
majority-owned subsidiary, VMware Inc., including dividends of $9.3
billion-$9.7 billion it intends to receive from VMware, as part of
the separation in late 2021.

S&P said, "The CreditWatch placement reflects at least a 50% chance
we will raise our issuer credit rating on Dell to 'BBB-' upon the
completion of the VMware spinoff. We expect the corresponding debt
reduction will lead to adjusted leverage below our upgrade trigger
of mid-2x after the spinoff, which, if coupled with a firm
commitment toward an investment-grade financial policy including
maintaining adjusted leverage below mid-2x through shareholder
returns, ownership exits, and acquisitions, could lead to a higher
rating. We intend to resolve the CreditWatch placement upon
completion of the spinoff."

Debt reduction following the spinoff will lead to leverage more
appropriate for an investment-grade profile. The CreditWatch
placement follows Dell's stated intention to repay more than $9
billion in debt using the dividend proceeds from VMware Inc. as
part of the spinoff. S&P said, "We expect this, together with the
planned debt repayment during fiscal 2022 funded with cash flow and
cash balances, to lead to a pro forma leverage near 1.7x by the
time of the spinoff and below our upgrade trigger to investment
grade of mid-2x for stand-alone Dell. We believe this should
provide Dell with sufficient cushion to weather any near-term
industry downturns, especially from the PC segment, which we
believe will peak in fiscal 2022, without causing a downgrade over
the outlook horizon. At the same time, we also expect the lower
debt balance to result in annual cash interest savings of at least
$600 million, increasing the company's free cash flow generation."

S&P said, "We believe Dell's financial policy will support an
investment-grade rating. We believe Dell's management is committed
to an investment-grade financial policy based on its intention to
apply all the dividend proceeds and the cash flow generation in
fiscal 2022 toward debt repayments as well as its consistent
messaging to investors in recent years. In our opinion, lowering
the absolute debt load is also in the best interest of both equity
and debt investors considering its high leverage compared to other
hardware peers, which exposes Dell to ratings pressure during
industry downturns. We believe debt reduction also sets up the
potential for gradual ownership exits by its two largest
shareholders, Michael Dell and Silver Lake Partners. While we do
not expect significant additional debt reduction by Dell once it
reaches the investment-grade status, we believe that Dell will
maintain its leverage below mid-2x and not jeopardize its standing
in the credit markets to take on substantial debt for incremental
shareholder return, ownership exits, or acquisitions. We expect no
meaningful change to Dell's governance arising from the spinoff,
with the same board makeup and dual-class shareholder structure."

Dell's business risk profile is still considered satisfactory
despite the spinoff of VMware. S&P said, "Our view of Dell's
competitive position is weaker without VMware given its highly
recurring software business model, which has contributed
significantly to Dell's overall profitability and credit profile.
However, we believe the commercial terms between VMware and Dell
will mostly preserve the current partnership including a joint
go-to-market strategy, which we think benefits Dell as its hardware
portfolio and VMware's infrastructure software complement the
burgeoning hyperconverged infrastructure market (VxRail, for
example). Despite the spinoff of VMware, we continue to assess
Dell's business risk profile as satisfactory given its significant
scale, broad product portfolio, and leading market share in PCs,
servers, and external storage systems, which compare favorably to
similarly rated hardware peers."

S&P said, "We expect core Dell (without VMware) to grow roughly 3%
in fiscal 2022 as it continues to benefit from a strong demand in
the Client Solutions Group (CSG) segment while the Infrastructure
Solutions Group (ISG) segment returns to growth as enterprises
resume their spending pattern. We expect Dell's PC sales to grow
mid-single-digit percent as demand continues to remain strong
through 2021 given resilient demand from both consumers and
enterprises. We believe PC industry outlook has improved following
the pandemic, with consumers purchasing more PCs per household to
meet educational and entertainment needs. Enterprises will continue
to replace desktops with laptops to accommodate their
semi-permanent remote workforce. We expect faster refresh cycles
and higher average selling price as a result. While our long-term
PC industry growth expectation has turned positive, it will still
be somewhat lumpy. Given the strong fiscal 2021 and expectation for
a good 2022, we forecast a pull-back in fiscal 2023 as consumers
and enterprises digest their recent purchases.

"We expect the ISG segment to recover to low-single-digit-percent
growth in fiscal 2022 after a prolonged enterprise weakness through
fiscal 2021. We believe Dell's broad portfolio of servers, storage
and networking products, coupled with software and security
overlays, gives it a competitive advantage over smaller and more
narrowly focused hardware competitors. Dell has a leading market
position in servers with a credible strategy in the hybrid cloud
environment through its partnership with VMware's infrastructure
solutions (VxRail). We believe the best ISG growth opportunity will
come from the storage segment, especially through its refreshed
PowerSource mid-range products."

Dell, along with other original equipment manufacturers, will
continue to fight for relevance in an IT market that favors public
cloud providers. S&P said, "We expect Dell's overall IT market
share to shrink over time as hyperscalers, who design their own
products through original design manufacturers, continue to expand
aggressively. However, we believe Dell still has a strong foothold
among enterprises that favor the hybrid-cloud approach, and can
drive modest growth through tier-2 cloud providers and service
providers. In all, we forecast Dell's long-term growth prospects in
the ISG segment will be in the low-single-digit percents."

S&P said, "The CreditWatch placement reflects at least a 50% chance
we will raise our issuer credit rating on Dell to 'BBB-' upon the
completion of the VMware spinoff. We expect the corresponding debt
reduction will lead to adjusted leverage below our upgrade trigger
of mid-2x after the spinoff, which, if coupled with a firm
commitment toward an investment-grade financial policy including
maintaining adjusted leverage below mid-2x through shareholder
returns, ownership exits and acquisitions, could lead to a higher
rating. We intend to resolve the CreditWatch placement upon
completion of the spin-off."


DETROIT WORLD: Sets Bidding Procedures for Asset Sale to Telegraph
------------------------------------------------------------------
Detroit World Outreach Church asks the U.S. Bankruptcy Court for
the Eastern District of Michigan, Southern Division, to authorize
the bidding procedures in connection with the sale to Telegraph
Properties, LLC, for $500,000, subject to overbid, of the following
real property and related assets:

      a. A portion of a parcel of land bearing tax parcel
identification number 79-049-99-001-000, located in the city of
Redford, Wayne County, including the building commonly known as
9562 Telegraph Road, Redford, MI 48239.

      b. All rights, titles, and interests, if any, held by Debtor
in all improvements on, above, and below the land, if any.

The Debtor received a Purchase Agreement from the Stalking Horse to
purchase the Assets for $500,000.  It intends for the Telegraph
Purchase Agreement to serve as the Stalking Horse Bid throughout
the proposed sale process.   

The Debtor asks Court's approval of the proposed procedures for the
asset sale, free of all liens, claims and interests because a going
concern sale will maximize the value and recovery for its estate.
It also asks the Court to enter an Order which will include the
following findings and provisions, authorizing and approving (i) a
sale to Telegraph as detailed in the Telegraph Purchase Agreement
or to the highest and best Successful Bid, (ii) the sale of the
Purchased Assets free and clear of all liens, claims, encumbrances
and interests pursuant to the Telegraph Purchase Agreement, or
pursuant to the Successful Bidder's Purchase Agreement with liens
and interests to transfer to the sale proceeds, (iii) the
Successful Bidder, including if such is Telegraph, is a good faith
purchaser entitled to the protections of Section 363(m) of the
Bankruptcy Code, (iv) the sale price of the Purchased Assets is not
controlled by a collusive agreement among potential bidders within
the meaning of Section 363(n) of the Bankruptcy Code, (v) Telegraph
is not the successor of the Debtor, will have no liability for any
pre-closing liabilities, and (vi) Telegraph is not the Debtor's
alter ego or its continuation.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: April 28, 2021, at 5:00 p.m. (ET)

     b. Initial Bid: The minimum aggregate consideration to be
received by the Debtor in the bid will equal or exceed the Purchase
Price in the Telegraph Purchase Agreement by $50,000 plus the
Break-Up Fee of $25,000.

     c. Deposit: $15,000

     d. Auction: If there is at least one Qualified Bid other than
the Initial Accepted Offer, the Debtor may conduct an auction with
respect to the Purchased Assets.  The Auction will commence at
10:00 a.m. on April 30, 2021 via Zoom video conference link to be
provided to all Qualified Bidders who have submitted Qualified
Bids. Only a Qualified Bidder who has submitted a Qualified Bid is
eligible to participate at the Auction.

     e. Bid Increments: $10,000

     f. Closing: Unless otherwise ordered by the Court, closing on
the Purchased Assets will occur in accordance with the terms of
the Successful Bid.    

     g. Break-Up Fee: $25,000

The Debtor seeks permission to sell the Purchased Assets free and
clear of all Liens, with such Liens attaching to proceeds.  

Due to the need to transition the Purchased Assets as quickly as
possible in order to maintain the value of the Purchased Assets and
Debtor' goodwill, the Debtor asserts that cause exists to waive the
requirements of Fed. R. Bankr. P. 6004(g), and it asks that the
Order approving the sale provide that it will be effective
immediately and that the 10-day stay will not apply to the sale
transaction.

A copy of the Agreement and the Bidding Procedures is available at
https://tinyurl.com/4ptfh9z6 from PacerMonitor.com free of charge.

               About Detroit World Outreach Church

Detroit World Outreach Church is a religious organization that
operates a Christian church. It sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-40850)
on January 31, 2021. In the petition signed by Bishop CJ Andre,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.

Judge Mark A. Randon oversees the case.

Kimberly Redd, Esq. at GREAT LAKES LEGAL GROUP PLLC is the
Debtor's
legal counsel.



DURA-TRAC FLOORING: Has Until July 14 to File Plan & Disclosures
----------------------------------------------------------------
Judge David L. Bissett has entered an order within which the time
for debtor Dura-Trac Flooring Ltd. Co. to file a Disclosure
Statement and Chapter 11 Plan is extended to July 14, 2021.

A full-text copy of the order dated April 13, 2021, is available at
https://bit.ly/3uWIM9O from PacerMonitor.com at no charge.

The Debtor is represented by:

     James M. Pierson, Esq.
     Pierson Legal Services
     P.O. Box 2291
     Charleston, WV 25328
     Tel: (304) 925-2400
     Email: jpierson@piersonlegal.com

                     About Dura-Trac Flooring

Dura-Trac Flooring Ltd., a privately held company in the carpet and
flooring business, filed a Chapter 11 petition (Bankr. N.D. W.Va.
Case No. 20-00838) on Nov. 16, 2020.  In the petition signed by
Mark Cerasi, managing member, the Debtor was estimated to have $1
million to $10 million in both assets and liabilities.  Pierson
Legal Services serves as the Debtor's bankruptcy counsel.


EARTH FIRST: Ballyshannon Buying Substantially All Assets for $200K
-------------------------------------------------------------------
Earth First Recycling, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize the sale of its
personalty, which represents all or substantially all of its
equipment and inventory as set out in an appendix to the Asset
Purchase Agreement, to Ballyshannon Partners, L.P., for $$200,000,
free and clear of all liens, encumbrances.

A telephonic hearing on the Motion is set for April 22, 2021, at
9:30 a.m.

The property is valued at $200,000 pursuant to the highest and best
offer obtained in a commercially reasonable manner.

The sale envisions the sale of all or substantially all of the
assets of the Debtor and that upon consummation of the sale, the
Debtor will no longer exist.  A new entity, Ballyshannon Partners,
LLP, in which the Debtor's sole member, Randy Tigar, has no
interest will operate a business that is the same type of business
as the Debtor.  Tigar will enter into an employment agreement with
Ballyshannon.

The continued operation by Ballyshannon and the non-existence of
the Debtor requires that Ballyshannon enter into some form of lease
with the landlord of the business property.  A complication of the
prospective realty lease is that appears that landlord of the
business property passed away during the week of March 15, 2021.
After the consummation of the sale, Ballyshannon will devote
additional monies beyond the sale price to repair of the business
equipment and to clean up of the work site.  

The property although valuable and large appears to be in a state
of poor to fair physical condition.  The proposed sale is a direct
buyer to seller sale and no realtor for either party is involved.

The property is encumbered by a first and second lien to Newtek
Small Business Finance LLC.  The balance due on this mortgage is
believed to be approximately $2 million.  This number is derived
from the creditor's statements to the Debtor before the sale and
the recital of Newtek's Counsel to the Court in an earlier hearing.


Newtek holds additional collateral beyond the assets to be sold
here.  Tigar is the owner of commercial real estate in the State of
New Jersey.  It too was given as collateral in the transactions
with Newtek.  The approximate value of that real estate is $1.1
million.

UUpon that real estate is a tenant who pays rent to Tigar in the
amount of $6,000 per month.

Although not a term of the Motion, it is important in the
consideration of the Motion by the Court to acknowledge that the
Debtor would also surrender to Newtek, the New Jersey property and
assign its interest as landlord (concerning rent) to Newtek.   

The Debtor is asking the authority to pay out, to the extent of
available funds, realized from sale proceeds in the following
order:  

     a. The reasonable costs of sale including the costs of one
half of applicable transfer taxes, notary fees, recording fees and
the Debtor's reasonable attorney’s fees incurred in the sale, if
any;  

     b. The reasonable and customary adjustment and pro-rated items
such as personal transfer taxes and municipal charges if any;  

     c. The lien of Newtek Small Business Finance LLC;

     d. All remaining funds will be paid by the Debtor in
Possession to unsecured Creditors who have filed allowed proofs of
claim pro rata or until paid in full.  The Debtor does not
anticipate there will be such funds.

A copy of the Agreement is available at
https://tinyurl.com/46e93dmn from PacerMonitor.com free of charge.

                 About Earth First Recycling, LLC

Earth First Recycling, LLC, located at 400 Island Park Rd., Easton,
PA 18042-6814, owns and operates a recycling center.

Earth First Recycling sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 20-13386) on Aug. 18, 2020.  The case is assigned to Judge
Patricia M. Mayer.

The Debtor estimated assets in the range of $100,000 to $500,000
and $1 million to $10 million in debt.

The Debtor tapped Michael J. McCrystal, Esq., at McCrystal Law
Offices as counsel.

The petition was signed by Randy L. Tigar, controlling member.



ELEMENT SOLUTIONS: Moody's Hikes CFR to Ba2 on Strong Performance
-----------------------------------------------------------------
Moody's Investors Service upgraded Element Solutions Inc's
Corporate Family Rating to Ba2 from Ba3 and Probability of Default
Rating to Ba2-PD from Ba3-PD and first lien credit facility ratings
to Ba1 from Ba2. The Speculative Grade Liquidity rating is upgraded
to SGL-1 from SGL-2. Moody's also upgraded the senior unsecured
notes to B1 from B2 and revised the outlook to stable from
negative.

"The upgrade reflects the company's performance during the pandemic
that exceeded our expectations and favorable outlook for continued
strong results that will reduce the need to undertake a larger
transaction," said Domenick R. Fumai, Moody's Vice President and
lead analyst for Element Solutions Inc.

Upgrades:

Issuer: Element Solutions Inc

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

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

Corporate Family Rating, Upgraded to Ba2 from Ba3

Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5)
from B2 (LGD5)

Gtd. Senior Secured Bank Credit Facility,Upgraded to Ba1 (LGD2)
from Ba2 (LGD2)

Outlook Actions:

Issuer: Element Solutions Inc

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The ratings upgrade reflects Element Solutions' resilient financial
performance, which exceeded Moody's expectations despite headwinds
in autos and electronics during the height of the pandemic in 2020.
Element Solutions has shown strong sequential growth as auto
production gradually recovered and electronics demand remained
robust. As a result, sales increased in FY 2020 to $1.85 billion
from $1.84 billion the prior year as growth in the Electronics
segment offset a 9.1% decline in Industrial & Specialty. Element
Solutions generated Moody's adjusted EBITDA of $417 million, down
4.6% from a year earlier, while adjusted leverage was roughly flat
at 3.9x. Moody's expects further improvement in FY 2021 as Element
Solutions' primary end markets continue to rebound leading to
additional revenue and EBITDA growth. Moody's now believes that the
favorable longer-term outlook for the company's end markets
including 5G, semiconductors, electric vehicles and industrial
applications will not require Element Solutions to make large
acquisitions to sustain growth and no longer view it as a risk to
credit metrics. Moody's projects EBITDA of approximately $475
million and Debt/EBITDA, including standard analytical adjustments,
to be around 3.5x in FY 2021 and decline towards low 3.0x in FY
2022.

The Ba2 CFR rating considers Element Solution's strong liquidity,
attractive margins, variable cost structure and asset-light
business model that enables the company to consistently generate
healthy free cash flow. Element Solutions also benefits from high
barriers to entry given its technical expertise and extensive
qualification testing required by customers. The credit profile
further incorporates its solid, globally diversified business with
leading positions in niche segments and exposure to favorable
long-term trends in 5G technology, semiconductors, increased
electronic content in automobiles, electric vehicles and the
Internet of Things (IoT). The rating also considers expectations
that cash balances will be continue to be prudently managed.

The rating is constrained by Element Solutions' significant
exposure to the cyclical automotive and electronics industries. The
company has demonstrated sufficient progress in adhering to its
financial policy following the sale of Arysta and subsequent
recapitalization. However, the public commitment to maintain net
leverage below 3.5x according to management's calculation, is
tempered by expectations that future free cash flow generation will
be used for share repurchases, dividends and bolt-on M&A, rather
than additional debt reduction.

The SGL-1 rating reflects Element Solutions very good liquidity
profile, which Moody's expects the company to maintain over the
next 12 months. Element Solutions has available cash on the balance
sheet of approximately $292 million and full availability under its
$330 million revolving credit facility as of December 31, 2020.
Moody's also expects Element Solutions to generate annual free cash
flow in excess of $200 million over the next several years, which
should further enhance its liquidity profile.

The Ba1 rating on the senior secured credit facilities reflects
their senior position in the capital structure. The first lien term
loan is secured by a first lien on the assets of the borrower and
guarantors, which include domestic subsidiaries. The B1 rating on
the senior unsecured debt, two notches below the CFR, reflects
their effective subordination to the secured debt in the capital
structure and relatively sizable amount of secured debt, which
would limit recovery in a default scenario.

ESG CONSIDERATIONS

Moody's also evaluates environmental, social and governance factors
in the rating consideration. As a specialty chemicals company,
environmental risks are categorized as moderate. The company has
sites in the US subject to waste disposal cleanup activities
imposed by CERCLA and RCRA. Environmental liabilities related to
remediation, clean-up costs and monitoring of sites previously
owned or operated amounted to $10.1 million as of December 31, 2020
and appear manageable given their relative size and long-tail
nature, but could increase depending on future regulation and
estimates. Governance risks are low given that Element Solutions is
a public company with clear and consistent financial policies
including a targeted net leverage ceiling of 3.5x, a majority
independent board of directors and requirements to file financial
statements with the SEC.

The stable outlook reflects Moody's expectations that credit
metrics will remain appropriate for the rating as global economic
conditions further improve and that the company will continue to
maintain a strong liquidity profile with a good balance between
shareholder remuneration and M&A.

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

Moody's would likely consider a downgrade if leverage is sustained
above 3.5x, free cash flow is negative for a sustained period, or
the company makes a large debt-financed acquisition or
extraordinary debt-financed dividend payment. An upgrade would be
contingent on financial leverage, including Moody's standard
adjustments, sustained below 2.5x, maintaining retained cash
flow-to-debt (RCF/Debt) above 25%, continued adherence to financial
policies that balance the interests of shareholders and creditors
and the demonstrated ability to generate a sustained growth trend
in sales and earnings through a combination of bolt-on acquisitions
and organic growth, without the need for a larger transaction.

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

Headquartered in Fort Lauderdale, FL, Element Solutions Inc
produces a wide array of specialty chemicals and materials
primarily sold into the automotive, electronics and industrial
markets with leading positions in a number of niche markets. The
company operates in two business segments: Electronics and
Industrial & Specialty. Element Solutions had sales of
approximately $1.85 billion for fiscal year ended December 31,
2020.


ENRAMADA PROPERTIES: Creditor Chapa Says Disclosures Deficient
--------------------------------------------------------------
Creditor Roman Chapa objects to the proposed disclosure statement
describing Chapter 11 Plan of Debtors Enramada Properties, LLC,
Oscar Rene Novoa and Sylvia Novoa.

Chapa is a creditor of debtor Enramada Properties, LLC having filed
Claim No. 9 in Case No. 2:19-bk-1989-WB.  Chapa is also a creditor
of Debtor Sylvia Novoa having filed Claim No. 14 in Case No.
2:19-bk-21788-WB. Chapa is also a co-owner with Debtor Enramada
Properties, of property located at 2714 Lanfranco St., Los Angeles,
CA 90033.

The Disclosure Statement mentions Mr. Chapa in connection with
treatment of claims held by Anchor Loans. Chapa has continually
made monthly adequate protection payments to Anchor Loan.

There is no specific mention of the treatment of Chapa's POCs in
the Disclosure Statement or any indication of how additional
advances and expenses will be recovered by Mr. Chapa or paid by the
Debtors.

Accordingly, the Disclosure Statement is deficient in that it fails
to adequately describe the treatment of Chapa's POCs and payment of
additional expenses being incurred by Mr. Chapa on the Lanfranco
property as may be recovered by the Partnership Agreement.

A full-text copy of Creditor Chapa's objection dated April 15,
2021, is available at https://bit.ly/2QaDlFo from PacerMonitor.com
at no charge.  

Attorney for Creditor Roman Chapa:

     Glenn Ward Calsada
     Law Office of Glenn Ward Calsada
     1209 N. Central Avenue, Suite 205
     Glendale, CA CA 91202
     Tel: (818) 477-0314 / (818) 473-4277
     E-mail: glenn@calsadalaw.com

                   About Enramada Properties

Enramada Properties, LLC, based in Whittier, California, holds a
joint tenancy interest in a property located in Los Angeles,
California valued at $325,000.  It also owns two real properties in
Whittier having an aggregate current value of $1.1 million.

Enramada Properties filed for Chapter 11 bankruptcy (Bankr. C.D.
Cal. Case No. 19-19869) on August 22, 2019.  In the petition signed
by Sylvia Novoa, managing member, the Debtor listed total assets of
$1,429,000 against total liabilities of $1,724,414.  The Hon. Julia
W. Brand oversees the case.  Andrew S. Bisom, Esq., at The Bison
Law Group, serves as the Debtor's bankruptcy counsel.


EWERS FAMILY: Unsecureds to Get Share of Income for 5 Years
-----------------------------------------------------------
Ewers Family Limited Partnership filed with the U.S. Bankruptcy
Court for the Southern District of Texas its First Amended Plan of
Reorganization.

Claims and their treatment under the Plan are as follows:

   * Class 1 Secured Claim of PlainsCapital Bank amounting to
$750,000 is impaired.  The Debtor will pay that sum in full in
equal monthly payments with interest at 4.5% per annum amortized
over 20 years with the full amount due in a single balloon payment
at the end of five years. The first payment is due on the first day
of the first month that is 30 days after entry of the confirmation
order.

     PlainsCapital Bank filed a proof of claim for $994,337.  The
deficiency of $244,337 will be classified and treated as a general
unsecured Claim.  The plan includes remedies for dealing with
defaults. The remaining unpaid deficiency claim will be treated as
a general unsecured claim.

   * Class 2 Allowed Secured Claim of Kleberg County of $48,310 is
impaired.  Class 2 Claim will be paid when Vapor Point Stock will
be sold and/or over no more than 60 months from the Petition Date ,
with 12% interest accruing from the Petition Date.

   * Class 3. General unsecured claims (including deficiency claim
of Class 1) will be paid from all of the Debtor's disposable income
over 5 years in quarterly payments as funds may become available.
The remaining unpaid balance shall be discharged.  

   * Class 4 Equity claims are unimpaired, and retain their
interests.

The prepetition claim of the Debtor's counsel of $3,804 will be
paid at $600 monthly under the Plan until paid in full.

The funds for payments under the Plan will come from rents paid by
the two current tenants, from payments on arrearages by the two
current tenants, from rents paid by potential future tenants, and
only if needed to fund Plan payments to Classes 1 and 2, from the
sale of the Debtor's shares of Vapor Point stock, believed to be
worth $53,000, and from financial support by insiders.  The Debtor
owns 27 acres in Kingsville, Texas, and rents out a 4,000 sq. foot
office, a 50,000 sq. ft warehouse, and some smaller outbuildings,
which are included in the property.  PlainsCapital Bank holds a
mortgage on the real estate.  

On the confirmation date, all of the Debtor's property will revert
to the Debtor, free and clear of all claims and equitable
interests, except as provided in the Plan.  The Debtor will assume
all of its executory contracts.  Post-confirmation, the Debtor's
management will continue to serve under applicable non-bankruptcy
law.

A redlined copy of the First Amended Plan is available for free at
https://bit.ly/2QtVzRQ from PacerMonitor.com.

Objections to the Plan are due by April 21, 2021.  Hearing on the
confirmation of the Plan is set for April 23, 201 at 9:30 a.m. by
telephone and video conference.
  
Debtor's counsel:
   Nathaniel Peter Holzer, Esq.
   Jordan, Holzer & Ortiz, P.C.
   500 North Shoreline Blvd., Suite 900
   Corpus Christi, TX 78401-0341
   Telephone: (361) 884-5678
   Facsimile: (361) 888-5555
   E-mail: pholzer@jhwclaw.com

               About Ewers Family Limited Partnership

Ewers Family Limited Partnership filed a voluntary petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas
Case No. 20-20284) on Aug. 31, 2020.  At the time of the filing,
the Debtor estimated $1 million to $10 million in assets and
$100,001 to $500,000 in liabilities.  Judge David R. Jones oversees
the case.  Jordan, Holzer & Ortiz, PC serves as Debtor's legal
counsel.


EXPO MARKETING: Bertaina Buying Personal Property for $11K
----------------------------------------------------------
Expo Marketing Group, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to authorize the overbid procedures
in connection with the sale of its personal property, consisting of
its domain name and all associated emails, its Branding Assets,
four JBS Counters, and one Nordic Hanging Sign Frame, to Lisa
Bertaina for $11,000, subject to overbid.

The Objection Deadline is April 21, 2021.

The Debtor's estate includes its interest in the Personal Property.
The Personal Property is listed on the Debtor's Schedules as
follows:

          Asset           Scheduled Value   Secured Debt
     
      Domain/emails          $4,952            $0

   Branding Assets (Logo,    $1,000            $0
   Designs, Photos/Videos
    and Content

   JBS Counters (4)          $2,000            $0

   Nordic Hanging Sign       $3,000            $0
         Frame

The Debtor in its Schedule A/B disclosed its ownership of the
Personal Property and valued it at an aggregate amount of $10,952.

The Debtor valued the domain name based on the purchase price
according to GoDaddy.com.  GoDaddy.com provided a value of $4,952.
Therefore, the Debtor valued the domain and emails at $4,952, which
it believes represents fair market value.

The Debtor valued the Branding Assets at $1,000.  The market for
the Branding Assets is minimal if it exists at all.  The Debtor
believes that the value of $1,000 represents fair market value, or
even exceeds the fair market value, of the Branding Assets

The Debtor valued the four JBS Counters based on counter rentals
for trade shows.  Specifically, clients would be charged $500 per
counter per rental for a total of $2,000.  Accordingly, the Debtor
valued the JBS Counters at $2,000, which it believes represents
fair market value to rent.

The Debtor valued the Nordic Hanging Sign Frame based on hanging
sign rentals for trade shows.  Specifically, the clients would be
charged $3,000 to rent said frame.  Accordingly, the Debtor valued
the Nordic Hanging Sign Frame at $3,000, which it believes is
represents fair market value to rent.  The dimensions of the Nordic
Hanging Sign Frame are 355" x 235" x 237".

The Debtor estimates the bankruptcy estate will receive
approximately $11,000 in net proceeds from the Sale.  It is not
aware of any adverse tax consequences to the estate.   

The Sale is subject to overbidding pursuant to the bidding
procedures.  Any party wishing to make a bid to purchase the
Personal Property must comply with the following Bidding
Procedures:

     1. Potential overbidder must bid at least $100 greater than
the Buyer's original bid of $11,000 (i.e. $11,100).  Minimum bid
increments thereafter will be $50.  The Debtor will have sole
discretion in determining which overbid is the best for the
bankruptcy estate.  

     2. Overbids Deadline is 5:00 p.m. (PDT) on April 21, 2021
("Overbid Deadline").  The Debtor's counsel's contact information
is
as follows:  Marc C. Forsythe, Goe Forsythe & Hodges LLP, 18101 Von
Karman Avenue, Suite 1200, Irvine, CA 92612 (email:
mforsythe@goeforlaw.com; fax (949) 955-9437).  Overbids must be
accompanied by a good faith deposit of $500 in certified funds.  In
its absolute and sole discretion, the Debtor will have the right to
accept additional overbids submitted prior to the hearing but after
the Overbid Deadline.

     3. All overbids must acknowledge that the Personal Property is
being sold on an "as-is" basis without warranties of any kind,
expressed or implied, concerning the condition of the Personal
Property.   

     4. If any overbids are received, then an auction will be
conducted before the Court during the Sale Hearing.  During the
auction, the Debtor will accept the highest and best offer to
purchase the Personal Property in the exercise of its business
judgment and subject to Court approval.  Thereafter, the Debtor
will request a Court order that, among other things, approves the
sale of the Personal Property to the Successful Bidder.   

     5. Upon the conclusion of the auction, any Overbid Deposits,
other than the deposit submitted by the Successful Bidder, will be
promptly returned.  

     6. In the event that the Successful Bidder fails to close on
the sale of the Personal Property within two business days
following the Sale Hearing, then Debtor will retain the Successful
Bidder's Overbid Deposit, and it will be released from any
obligation to sell the Personal Property to the Successful Bidder.
The Debtor may then sell the Personal Property to the next highest
bid.

     7. In the event that the Back-Up Bidder fails to close on the
sale of Personal Property within the time parameters approved by
the Court, the Debtor will retain the Back-Up Bidder's Overbid
Deposit, and the Debtor will be released from any obligation to
sell the Personal Property to the Back-Up Bidder.

     8. The Debtor may extend or alter any deadline contained in
the Bidding Procedures if it will promote the goals of the Bidding
Process.  At or before the Sale Hearing, the Court or the Debtor
may impose such other terms and conditions as it may determine to
be in the best interests of the Debtor's estate, creditors, and
other parties in interest.

By the Motion, the Debtor asks an order under section 363 of the
Bankruptcy Code approving the sale the Personal Property for
$11,000 as presented to it by the Buyer.  The Buyer's offer is
subject to qualified overbids.  As part of the Motion, the Debtor
askss an order approving the sale free and clear of all Claims and
Interests, with said Claims and Interests, if any, to attach to the
sales proceeds in the same manner and priority as under applicable
law.  The Personal Property is being sold on an "as is" basis with
no warranties, recourse, contingencies, or representations of any
kind.  

As part of the Motion, Debtor also seeks an order approving and
establishing bidding procedures to be implemented at the hearing on
the Motion in the event a qualified overbidder is interested in
purchasing the Personal Property.  Finally, it asks an order (i)
confirming the sale to the Buyer, or the successful qualified
overbidder, (ii) authorizing the Debtor to execute any and all
documents that may be necessary to consummate the sale, (iii)
determining that the Buyer, or the successful qualified overbidder,
is entitled to the good faith protections provided under 11 U.S.C.
Section 363(m), and (iv) waiving the 14-day stay prescribed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedure.  

         About Expo Marketing Group, LLC

Expo Marketing Group -- https://www.expomarketing.com -- is a trade
show exhibit company based at 2418 Nolita, Irvine Orange County,
California.

Expo Marketing Group sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 21-10668) on March 16, 2021.  The case is assigned to
Judge Theodor Albert.

The Debtor's total assets is at $185,399 and $2,577,395 in total
debt.

The Debtor tapped Marc C. Forsythe, Esq., at Goe Forsythe & Hodges
as counsel.

The petition was signed by Lisa Bertaina, managing member.



EXSCIEN CORPORATION: Former CEO Ferguson Says Plan Unconfirmable
----------------------------------------------------------------
William Ker Ferguson, former CEO and a creditor of Debtor Exscien
Corporation, objects to the Disclosure Statement for Plan of
Liquidation Under Chapter 11 of the United States Bankruptcy Code
for Exscien Corporation.

Ferguson claims that the Debtors' Plan cannot be confirmed under
either Section 1129(a) or (b) of the Code because Article 11.03 of
the Plan, titled "General Injunction," provides a broad injunction
that is tantamount to a bankruptcy discharge, even though the
Debtor is not entitled to a discharge under Section 1141(d)(3) of
the Code.

Ferguson points out that the Plan should not even be distributed to
creditors so as to avoid engaging in a wasteful and fruitless
exercise of sending the disclosure statement to creditors and
soliciting votes on the proposed plan when it is unconformable on
its face because the Debtor's Plan is unconfirmable.

Ferguson disputes the Debtor's accusations and moves the Court to
require the Debtor to amend its Disclosure Statement to include
Ferguson's counterpoints to the Debtor's story of why it filed
bankruptcy.

Ferguson asserts that the Disclosure Statement should not be
approved because it does not contain adequate information. The lack
of adequate information begins with the Debtor trying to lay blame
for its bankruptcy on Ferguson rather than admitting that its own
failures caused the filing, and ends with the Debtor failing to
provide the required liquidation analysis needed by Ferguson and
other creditors to determine whether this case should remain in
Chapter 11 or be converted to a Chapter 7.

Ferguson further asserts that the Debtor fails to include any real
liquidation analysis or even a cursory estimation of the differing
amounts that creditors will likely receive if the Debtor remains in
Chapter 11 rather than converting to Chapter 7.

A full-text copy of Ferguson's objection dated April 13, 2021, is
available at https://bit.ly/3ggr1Oo from PacerMonitor.com at no
charge.

Attorneys for Ferguson:

     CHRISTIAN & SMALL LLP
     1800 Financial Center
     505 20th Street North
     Birmingham, Alabama 35203
     Tel: (205) 795-6588
     E-mail: dds@csattorneys.com
             brh@csattorneys.com

                   About Exscien Corporation

Exscien Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Ala. Case No. 20-11364) on May 18, 2020, disclosing under $1
million in both assets and liabilities.  Jodi Daniel Dubose, Esq.,
at Stichter Riedel Blain & Postler, P.A., is the Debtor's counsel.


FF FUND: Interested Parties Seek More Time to Object to Plan
------------------------------------------------------------
Dennis S. Hersch, in his individual capacity, Richard Grausman,
Brian Stein, the Ann Lewin Revocable Trust, the Kimple 2009 Trust,
Lewis Hall, Stalene Hall, and Ashleigh Aungst, all
parties-in-interest in the Chapter 11 cases of FF Fund I, L.P., and
F5 Business Investment Partners, LLC oppose the Debtors' request
filed with the Bankruptcy Court for a protective order to delay the
deposition of Andrew Franzone, the Debtors' founder.

Theodore Snyder, Esq., at Murphy & Mcgonigle, P.C., counsel to the
Interested Parties, argued that the Debtors have failed to show
good cause for the issuance of a protective order to delay Mr.
Franzone's deposition.  To the contrary, the Debtors seek the
Court's relief solely to accommodate their own purported scheduling
preferences, which they have unilaterally -- and at the 11th hour
-- chosen to impose on the Interested Parties in violation of the
good faith agreement by all counsel on scheduling, he said.  Mr.
Snyder also complained that the Debtors have asked the Court to
issue a protective order and to delay Mr. Franzone's deposition,
but have not been willing to consider a commensurate extension of
the Interested Parties' time to file their objections to
confirmation of the proposed Plan.

Accordingly, the Interested Parties ask the Court to deny the
Debtors' request for a protective order and postponement of Mr.
Franzone's deposition.  Alternatively, if postponement is
permitted, the Interested Parties seek that they be granted an
extension of five business days after Mr. Franzone's deposition to
be able to file their objections to confirmation, to be able to
receive an expedited deposition transcript, and time to analyze and
incorporate Mr. Franzone's testimony into those objections.  

A copy of the Objection is available for free at
https://bit.ly/32j72GF from PacerMonitor.com.

                          About FF Fund

FF Fund I, L.P., is a limited partnership that was formed in August
2010.  FF Fund's general partner is FF Management.  FF Fund's
offering documents identified a broad range of investment
strategies to achieve its stated objectives of "capital
appreciation and current income."

FF Fund has 13 subsidiaries and affiliates that FF Management set
up and routinely evolved over the roughly 10 years since FF Fund's
formation for various accounting, tax, audit, insurance,
regulatory, liquidity, operational, and administrative reasons.

F3 Real Estate Partners, LLC, was established to invest in real
estate primarily from 2011 through 2019.  Prior to the CRO's
appointment, F3 purchased and then sold a residential complex
containing 87 condominium units in West Palm Beach, FL, which sale
transaction closed in May 2019.

F5 Business Investment Partners, LLC, held and currently owns the
majority of the current investments made by FF Fund with monies
received from the Limited Partners.  The investments made by the F5
consisted mainly of (i) illiquid, non-tradeable privately held
shares in early-stage or start-up companies, (ii) minority
interests in real estate partnerships, or (iii) unsecured
promissory notes.

F6 Standard Securities Partners, LLC, held liquid hedge fund
investments.

The remainder of the subsidiaries had nominal investments.

On Sept. 24, 2019, FF Management retained Soneet R. Kapila to
manage FF Fund.  FF Management was and is controlled by Andrew
Franzone.

FF Fund I L.P., an investment company based in Miami, Fla., filed a
voluntary petition for relief under Chapter 11 of Bankruptcy Code
(Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019.  In the
petition signed by CRO Soneet R. Kapila, the Debtor estimated $50
million to $100 million in assets and $1 million to $10 million in
liabilities.  

On Jan. 24, 2020, F5 Business Investment Partners, LLC, an
affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 20-10996).  The case is jointly administered with that of
FF Fund.  At the time of the filing, F5 Business estimated assets
of between $10 million and $50 million and liabilities of between
$1 million and $10 million.

Chief Judge Laurel M. Isicoff oversees the cases.  

Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is
serving as the Debtors' legal counsel.

No creditors' committee has been appointed in the case.  In
addition, no trustee or examiner has been appointed.


FIELDWOOD ENERGY: Further Fine-Tunes Plan Documents
---------------------------------------------------
Fieldwood Energy, et al., submitted a Disclosure Statement for the
Fourth Amended Joint Chapter 11 Plan dated April 15, 2021.

The Plan provides for the resolution, satisfaction, settlement and
discharge of claims against and interests in the Debtors and their
estates. All holders of Allowed Administrative Expense Claims,
Allowed DIP Claims, Allowed Postpetition Hedge Claims, Allowed
Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed
Other Secured Claims will have their claims satisfied in full,
either through payment in Cash or other treatment as specified in
the Plan.

All holders of Allowed FLFO Claims will receive their Pro Rata
Share of the FLFO Distribution Amount and all remaining Allowed
FLFO Claims will be assumed by the NewCo Entities, as modified to
the extent set forth in the First Lien Exit Facility Documents.

All holders of Allowed FLTL Claims will receive their Pro Rata
Share of (i) 100% of the equity in NewCo and (ii) the FLTL
Subscription Rights. All holders of Allowed SLTL Claims will
receive their Pro Rata Share of the SLTL Warrants and the SLTL
Subscription Rights.

Holders of Unsecured Trade Claims that have executed Trade
Agreements will receive in the aggregate Cash in the amount of the
lesser of (i) $8 million and (ii) 14% of the aggregate amount of
Allowed Unsecured Trade Claims.

The holders of Allowed General Unsecured Claims will receive their
Pro Rata Share of the GUC Warrants and any residual distributable
value of the Post-Effective Date Debtors and FWE I after
satisfaction of (i) Allowed Administrative Expense Claims, Allowed
DIP Claims, Allowed Postpetition Hedge Claims, Allowed Priority Tax
Claims, Allowed Priority NonTax Claims, Allowed Other Secured
Claims, Allowed Unsecured Trade Claims, all Cure Amounts and (ii)
all fees, expenses, costs and other amounts pursuant to the Plan
and incurred by the Post Effective Date Debtors in connection with
post-Effective Date operations and wind-down.

All holders of other claims against the Debtors or existing equity
interests in FWE Parent will not receive a recovery under the Plan.


To facilitate the implementation of the Plan, the Plan provides for
(i) the funding of a claims reserve for Allowed Administrative
Expense Claims, Allowed Priority Tax Claims, Allowed Priority Non
Tax Claims, and Allowed Other Secured Claims, Allowed Unsecured
Trade Claims, and Cure Amounts; (ii) the Professional Fee Escrow;
(iii) the Plan Administrator Expense Reserve; and (iv) the payment
of other fees and expenses, such as fees and expenses incurred
under the DIP Order, fees and expenses incurred in connection with
implementing the Apache Transactions, and the fees and expenses of
the Ad Hoc Secured Lenders' advisors.

On April 14, 2021, the Debtors filed an amended adversary complaint
in the Atlantic Proceeding, seeking an extension of the automatic
stay to the WIOs for the remainder of the chapter 11 cases and
determinations from the Bankruptcy Court that (i) Atlantic's
alleged LOWLA privileges and the in rem claims which are the
subject of the Lawsuits, are preempted by maritime law, (ii) that
Atlantic's alleged LOWLA privileges are not valid or enforceable
for various reasons, (iii) even if such alleged liens are valid and
enforceable, certain of such liens are junior in priority to
mortgages filed by the FLFO, FLTL, and SLTL Lenders such that
Atlantic's claims on these properties are unsecured given that on
the value of such properties is less than the amount of debt
secured by senior liens, and (iv) upon the satisfaction,
settlement, and discharge of Atlantic's claims pursuant to the
Plan, any Louisiana privileges held by Atlantic will be
extinguished, including any alleged Louisiana privileges that
extend to the WIOs' working interests in such leases.

Attorneys for the Debtors:

     WEIL, GOTSHAL & MANGES LLP
     Alfredo R. Perez
     Clifford Carlson
     700 Louisiana Street, Suite 1700
     Houston, Texas 77002
     Telephone: (713) 546-5000
     Facsimile: (713) 224-9511

            - and -

     WEIL, GOTSHAL & MANGES LLP
     Matthew S. Barr
     Jessica Liou
     767 Fifth Avenue
     New York, New York 10153
     Telephone: (212) 310-8000
     Facsimile: (212) 310-8007

                    About Fieldwood Energy

Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.

Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.

On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again file
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No.
20-33948).  Mike Dane, senior vice president and chief financial
officer, signed the petitions.

At the time of the filing, the Debtors disclosed $1 billion to $10
billion in both assets and liabilities.

Judge David R. Jones oversees the cases.

The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.

The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.

On Aug. 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors.  Stroock & Stroock & Lavan, LLP
and Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.


FIELDWOOD ENERGY: June 9 Plan Confirmation Hearing Set
------------------------------------------------------
On Jan. 1, 2021, Fieldwood Energy LLC and its affiliated debtors
filed with the U.S. Bankruptcy Court for the Southern District of
Texas a motion for an order approving the Disclosure Statement and
scheduling a hearing to consider confirmation of the Plan.

On April 15, 2021, Judge Marvin Isgur approved the Disclosure
Statement and ordered that:

     * June 9, 2021, at 9:00 a.m., is the Confirmation Hearing.

     * June 2, 2021, at 11:59 p.m., is the deadline to object or
respond to confirmation of the Plan.

     * June 4, 2021, at 11:59 p.m., is the deadline for Debtors and
any parties in interest are authorized to file and serve replies or
an omnibus reply to any such objections along with a brief in
support of confirmation of the Plan.

     * The Debtors will cause to be allocated to and vested in FWE
I and FWE III pursuant to the Initial Plan of Merger and Plan,
certain contracts, leases, and other assets and liabilities,
including assets constituting real property interests free and
clear of all the Plan of Merger Consent Rights and Plan of Merger
Preferential Purchase Rights.

     * The procedures for asserting a Credit Bid Consent Rights
Objection, a Credit Bid Preferential Rights Objection, a Merger
Vesting Objection, or a Merger Rights Objection are approved.

Attorneys for the Debtors:

     WEIL, GOTSHAL & MANGES LLP
     Alfredo R. Perez
     Clifford Carlson
     700 Louisiana Street, Suite 1700
     Houston, Texas 77002
     Telephone: (713) 546-5000
     Facsimile: (713) 224-9511

    WEIL, GOTSHAL & MANGES LLP
     Matthew S. Barr
     Jessica Liou
     767 Fifth Avenue
     New York, New York 10153
     Telephone: (212) 310-8000
     Facsimile: (212) 310-8007

                     About Fieldwood Energy

Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.

Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.

On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again file
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20
33948).  Mike Dane, senior vice president and chief financial
officer, signed the petitions.

At the time of the filing, the Debtors disclosed $1 billion to $10
billion in both assets and liabilities.

Judge David R. Jones oversees the cases.

The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as investment banker, and
AlixPartners, LLP as financial advisor.  Prime Clerk LLC is the
claims, noticing, and solicitation agent.

The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc., as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.

On Aug. 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors.  Stroock & Stroock & Lavan, LLP,
and Conway MacKenzie, LLC, serve as the committee's legal counsel
and financial advisor, respectively.


FLEETCOR TECHNOLOGIES: Moody's Rates New Secured Term Loan 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 senior secured rating
to FleetCor Technologies Operating Company LLC's proposed new
senior secured term loan B. Existing ratings including the Ba1
corporate family rating, Ba1 senior secured credit facility
ratings, SGL-1 Speculative Grade Liquidity rating, and the stable
outlook are unchanged. The net proceeds from the new term loan B
will be used to refinance the existing term loan B, repay
outstanding balances under revolving credit facilities and pay cash
consideration for the pending acquisition of Associated Foreign
Exchange (AFEX).

"FleetCor followed a balanced approach to capital allocation and
sustained its financial flexibility in 2020" said Peter Krukovsky,
Moody's Senior Analyst. "With pro forma total leverage peaking at
3.6x before declining as EBITDA returns to growth, the company is
well positioned to continue to pursue its growth strategy."

The following rating actions were taken:

Assignments:

Issuer: FleetCor Technologies Operating Company LLC

Senior Secured Term Loan B, Assigned Ba1 (LGD3)

RATINGS RATIONALE

FleetCor's credit profile reflects a diversified portfolio of
leading business-to-business (B2B) payments solutions supported by
positive secular growth trends and strong competitive positions,
including the largest U.S. fleet card network. Acquisition activity
has increased scale and diversification, and most of the recently
acquired businesses have performed well. Prior to the pandemic, the
portfolio generated combined organic growth of around 10%. High
scale economies and low capital intensity across the business
portfolio drive very strong profit margins and FCF generation.

Pandemic-related social distancing has impacted several of the
company's businesses and caused revenues to decline 10% in 2020,
despite the diversification of the business portfolio. Each of the
business lines experienced revenue declines on a reported basis.
FleetCor's cost structure is largely fixed, and cost actions have
been modest as the company protects the franchise and positions for
future growth, resulting in an EBITDA decline of 19% in 2020. High
profit margins, low capital intensity, and a significant working
capital cash inflow due to lower receivables supported free cash
flow in 2020, leaving the company with ample financial flexibility
despite the EBITDA decline. Moody's believes that in 2021
FleetCor's revenues will rebound strongly with support from secular
trends and strong competitive positions, but free cash flow may be
modestly lower as receivables return to growth.

FleetCor followed a balanced capital allocation strategy during
2020, reducing debt by over $700 million and spending only $81
million on acquisitions. The company suspended share repurchase
activity in the second quarter but resumed it in the second half of
the year. Pro forma for the pending acquisition of AFEX and the
related term loan issuance, Moody's projects adjusted total
leverage to peak around 3.6x in the first half of 2021, and decline
in the second half of the year as EBITDA returns to growth. Cash
liquidity remains strong with $935 million of unrestricted cash as
of December 2020. Moody's expects FleetCor to remain acquisitive
over the medium term, utilizing incremental financial flexibility
that it builds over time with EBITDA growth and cash flow
generation.

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

The stable outlook reflects Moody's expectation of a return to
solid organic growth in 2021, with adjusted total leverage pro
forma for the acquisition of AFEX peaking at about 3.6x and
declining in the second half of 2021, and continued strong free
cash flow generation. The ratings could be upgraded if FleetCor
meaningfully increases its business scale and diversification, and
consistently follows balanced financial policies. The ratings could
be downgraded if FleetCor's revenues or margins decline, or if
leverage is sustained above 4x.

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.

With revenues of $2.4 billion in 2020, FleetCor is a leading global
provider of commercial payments solutions.


FLEETPRIDE INC: S&P Affirms 'B-' ICR, Outlook Negative
------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Irving, Texas-based distributor of aftermarket truck and trailer
parts FleetPride Inc. and maintained a negative outlook on the
rating.

S&P said, "At the same time, we affirmed our 'B-' issue-level on
the company's $620 million first-lien term loan; the recovery
rating remains '4'. In addition, we affirmed our 'CCC' issue-level
rating on the company's $225 million second-lien term loan; the
recovery remains '6'.

"The negative outlook reflects our expectation that adjusted debt
to EBITDA will remain at or above 7x in 2021.

"We expect FleetPride's credit metrics will remain elevated in
2021. The aftermarket for heavy-duty trucks is showing signs of
recovery as evidenced by increases in production for Class 8
vehicles and an increase in miles driven from 2020 levels. As the
recovery continues through 2021, we expect that FleetPride will see
stronger demand for its parts and services.

"We forecast adjusted EBITDA margins in the 10%-12% range for 2021
versus the high-single digits in 2020. FleetPride also has regional
geographic and customer exposure to the oil and gas sector, which
is experiencing a slower recovery and could affect leverage.

"Although we expect FleetPride's adjusted debt to EBITDA to improve
to around 7x in 2021 from the high-9x area in 2020, we believe some
risk related to the company's ability to further improve its
operating results exists.

Near-term heavy-duty truck parts aftermarket industry weakness
remains a potential risk for FleetPride. As a heavy-duty truck
parts distributor, FleetPride's credit metrics could be further
constrained by global supply chain disruptions, as well as
potential shortages in components and commodities like steel or
rubber, which could ultimately affect parts availability and lead
times. Also, in spite of the continued proliferation of COVID-19
vaccine availability, the pandemic's potential impact on business
operations remains a concern for many of FleetPride's customers as
the industry continues to grapple with technician and driver
shortages. Nevertheless, S&P expects FleetPride's free operating
cash flow to remain positive and improve over the next 12 months.

S&P said, "We do not anticipate recent changes in management to
result in a shift in FleetPride's operational strategy.In February
2021, FleetPride announced the appointment of Mike Duffy as its
CEO. Mike replaced Allan Dragone, who retired at the end of
February. In March 2021, FleetPride commenced a search to replace
former CFO Kenny Wagers, who departed FleetPride to take a role
with a different organization. We expect no deviation to
FleetPride's business strategy as a result of the leadership
changes.

"The negative outlook reflects our expectation that adjusted debt
to EBITDA will remain elevated around 7x in 2021. Although this
represents an improvement from the high-9x area in 2020, we believe
that there is some risk for sustained elevated leverage.

"We could lower the ratings within the next 12 months if
weaker-than-expected operating performance results in sustained
negative free cash flow or constrained liquidity. This could occur
if there were a significant economic downturn. Alternatively, we
could lower the ratings on FleetPride if the company engages in
significant debt-financed acquisitions.

"We could revise the outlook to stable if the company experiences
better-than-expected revenue and EBITDA growth, such that FOCF
remains positive and adjusted debt to EBITDA declines well below 7x
in a stabilized operating environment, and we expect this
performance to be sustainable."


FLEURDELIS HOSPITALITY: Wins Cash Collateral Access Thru April 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
authorized Fleurdelis Hospitality, Inc. to use cash collateral
through April 30, 2021 on a final basis in accordance with the
budget, with a 10% variance.

The Debtor requires the use of cash collateral to pay its direct
operating expenses and obtain goods and services needed to carry on
its business "during this sensitive period in a manner that will
avoid irreparable harm to the Debtor's estate."

Red Oak Capital Fund II, LLC, the Secured Lender, claims that
substantially all of the Debtor's assets are subject to the
Prepetition Liens of the Secured Lender.

As adequate protection for the diminution in value of the interests
of the Secured Lender, the Secured Lender is granted replacement
liens and security interests, in accordance with Bankruptcy Code
Sections 361, 363, 364(c)(2), 364(e), and 552, co-extensive with
its pre-petition liens.

The replacement liens granted to the Secured Lender are
automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.

The Debtor is also directed to maintain insurance on the Secured
Lender's collateral and pay taxes when due.

As additional adequate protection for the use of cash collateral,
the Debtor will pay to Secured Lender the sum of $7,500 per month
on or before the 5th of every month while any cash collateral order
is in effect.

No third party will remove funds from the Debtor's bank accounts on
account of a pre-petition debt, without an order from the Court
including but not limited to Green Capital, IBX, Streamlined
Consultants, Inc., and IRM Ventures Capital, LLC.

The events that constitute an Event of Default are: (a) entry of an
order converting the Debtor's chapter 11 case to a case under
chapter 7 of the Bankruptcy Code; (b) entry of an order dismissing
the chapter 11 case of the Debtor; (c) failure of the Debtor to
comply with the terms, conditions or covenants contained in the
Order, provided, however, the Debtor will have five business days
after a written notice of default to the Debtor, which may be
delivered by e-mail to the Debtor's counsel, to cure such default,
and Notice of Default will only be necessary twice during the term
of the order; and when the two Notice of Default have been issued,
an Event of Default may occur with no notice or opportunity to
cure; or (d) entry of an order appointing a chapter 11 trustee or
an examiner.

A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3edhFR8 from PacerMonitor.com.

The Debtor projects total expenses S58,041.21 and net income of
$458.79 during the period.

                   About Fleurdelis Hospitality

Fleurdelis Hospitality, Inc. dba Hampton Inn Livingston filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Case No. 21-90035) on February 24, 2021. The
petition was signed by its president, Akbar Ahmed.  At the time of
filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.

The Debtor is represented by Joyce Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.  

The case is overseen by Judge Joshua P. Searcy.

Red Oak Capital Fund II, LLC, as Secured Lender, is represented
by:

     Corey Booker, Esq.
     Whiteford Taylor Preston
     1021 E. Cary Street, Suite 1700
     Richmond, VA 23219
     Tel. No: (804) 977-3292
     Fax: (804) 307-9591
     E-mail: cbooker@wtplaw.com



FOOT LOCKER: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
------------------------------------------------------------
S&P Global Ratings revised its rating outlook on footwear and
apparel retailer Foot Locker Inc. to stable from negative. S&P also
affirmed all its ratings, including its 'BB+' issuer credit rating
on the company.

S&P said, "The stable outlook reflects our expectation that Foot
Locker will continue to stabilize and improve its operating trends
in 2021. We expect the demand for the company's products will
remain healthy, in particular its basketball product lines, and
that the company will continue to grow its digital channels and
store-level productivity, leading to leverage remaining in the mid-
to high-1x range over the next year.

"We expect Foot Locker to continue to generate good free operating
cash flow (FOCF) and maintain strong credit metrics, following
better-than-expected performance in fiscal 2020. We expect the
company to return to growth in 2021 as the continued trend toward
healthy and active lifestyles, the casualization of apparel and the
strength in basketball athletic footwear will continue to drive
healthy consumer demand. We forecast a healthy recovery in its top
line and EBITDA margins as we expect stores to remain open in the
U.S. in 2021 following the unprecedented store closures of 2020. In
2020, Foot Locker's sales declines were moderate in the
mid-single-digit-percent area driven by full-year same-store sales
of -5.9%. The company's comparable sales had dropped significantly
at -43% at the peak of the pandemic amid store closures. This
stronger-than-expected recovery in sales was driven by both
increased digital sales penetration, supported by the company's
prior investments in its e-commerce system, and strong demand
around the holiday and back-to-school seasons further buoyed by a
slew of high-profile footwear releases.

"In addition, the company's gross margin and cash flow generation
exceeded our expectations with leverage remaining below 2x in 2020.
As a result of relative healthy consumer demand and very lean
inventory positions, the company was able to limit gross margin
declines to less than 300 basis points (bps) in 2020 and generated
approximately $1 billion of cash from operations with a substantial
portion coming from working capital benefits. While we project the
company's free cash flow generation in 2021 will be notably less
than 2020 levels due to working capital reinvestment, we expect the
company to generate about $800 million of free cash flow starting
2022 and we believe the company will direct most of its FOCF toward
dividends and share repurchases. As such, we forecast leverage to
remain in the mid- to high-1x range and funds from operations (FFO)
to debt in the low- to mid-40% range for 2021 and 2022. We are
revising our financial risk profile score to modest."

Foot Locker is growing its digital sales and should keep its
leading market position in the highly competitive and fragmented
specialty footwear industry. The company maintains good brand
recognition and important relationships with its key vendors, which
provides it with an advantage over competitors that is hard to
replicate. Its digital channel revenue has nearly doubled over the
past year, and we believe this trend will continue to be strong in
2021 with consumer behaviors normalizing somewhat by the end of the
year.

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. S&P uses these
assumptions about vaccine timing in assessing the economic and
credit implications associated with the pandemic.

S&P said, "Even after the pandemic, we believe a good portion of
shopping for footwear has permanently shifted online because of the
increased infrastructure to support this channel and the
convenience it brings to consumers. This reflects our estimate that
Foot Locker's overall digital sales would be approximately 25% of
its total sales, compared with the approximately 16% generated
online pre-pandemic. As Foot Locker's in-store traffic declines, we
believe its ability to offer a differentiated and seamless customer
experience--both in store and online--will be essential to
long-term success. In addition, we expect the company's loyalty
program and fast-growing Asia Pacific segment to provide tailwind
to the company's growth this year."

Operating performance remains highly dependent on product flow and
innovation from its key vendor as it faces declining mall traffic.
The company relies heavily on Nike (which provides about 75% of its
merchandise) to deliver on-point and differentiated merchandise
that appeals to its young, fashion-sensitive core demographic. The
increased prevalence of social media, especially among Foot
Locker's core demographic, has shortened the duration and amplified
the volatility of fashion cycles. Therefore, the company's long
lead times for ordering merchandise from suppliers increases its
susceptibility to fashion missteps and can lead to performance
volatility. In addition, secular changes in the footwear-retailing
industry, including the entrance of online players and the existing
vendors' increased focus on building their own direct-to-consumer
channels, have pressured the company's performance as customers can
connect directly with the brand and bypass retailers. Finally,
despite the company gradually migrating off mall, it remains in
majority based in malls, which continue to face secular challenges.
As a result, S&P is revising its comparable rating analysis score
to negative from neutral.

The stable outlook reflects S&P's expectation that the demand for
the company's products will remain healthy, in particular its
basketball product lines, and that the company will continue to
grow in its digital channels and store-level productivity, leading
to leverage remaining in the mid-to high-1x range over the next
year.

S&P could lower its ratings on Foot Locker if the company's credit
metrics deteriorates such that it sustains adjusted leverage above
3x. This could occur if:

-- The company significantly underperforms our expectations with
gross margins decline of over 400 bps and revenue declines due to
material merchandising missteps, a lack of consumer demand
(especially for Nike products), and increased competition. Under
this scenario, we may conclude that the company's competitive
standing and operating efficiency have weakened, leading us to
assess its business less favorably; or

-- The company's financial policy became more aggressive with
larger shareholder repurchases or a large debt-funded acquisition.

S&P could raise the rating on Foot Locker if:

-- The company strengthens its competitive position and materially
increases its product and vendor diversity. This could happen if
Foot Locker meaningfully reduces its reliance on key brands,
improves its mix of exclusive product offerings, and continues to
improve its omnichannel capabilities; and

-- It continues to demonstrate a committed and transparent
financial policy that targets credit metrics supportive of an
investment-grade rating. This would lead S&P to compare the
company's credit prospects more favorably with those of
investment-grade retailers.


GAUCHO GROUP: Incurs $5.78 Million Net Loss in 2020
---------------------------------------------------
Gaucho Group Holdings, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$5.78 million on $635,789 of sales for the year ended Dec. 31,
2020, compared to a net loss of $6.95 million on $1.28 million of
sales for the year ended Dec. 31, 2019.

As of Dec. 31, 2020, the Company had $5.97 million in total assets,
$5.57 million in total liabilities, $9.01 million in series B
convertible redeemable preferred stock, and a total stockholders'
deficiency of $8.62 million.

Gaucho Group said, "We estimate that our current cash and cash
equivalents, which includes the net proceeds from the Offering, as
well as the forecasted cash generated from operating activities
which includes projected increases in revenues, will fund our
operations for at least 12 months after the issuance date of these
financial statements.  Without giving effect to the anticipated net
proceeds from this Offering, our existing capital resources are not
sufficient to meet our projected operating requirements beyond the
first quarter of 2021.  This raises substantial doubt about our
ability to continue as a going concern one year from the date of
our consolidated financial statements issued on September 30, 2020.
The net proceeds from this Offering may remove such doubt
regarding our ability to continue as a going concern.  We have
based this estimate on assumptions that may prove to be wrong, and
we could utilize our available capital resources sooner than we
currently expect.  In addition, the expected net proceeds of this
Offering may not be sufficient for us to fund any of our product
candidates through regulatory approval, and we may need to raise
substantial additional capital to complete the development and
commercialization of our product candidates.  We may continue to
seek funds through equity or debt financings, collaborative or
other arrangements with corporate sources, or through other sources
of financing.  Additional funding may not be available to us on
acceptable terms, or at all.  Any failure to raise capital as and
when needed, as a result of insufficient authorized shares or
otherwise, could have a negative impact on our financial condition
and on our ability to pursue our business plans and strategies."

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

https://www.sec.gov/Archives/edgar/data/1559998/000149315221008578/form10-k.htm

                        About Gaucho Group

Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.  
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc.  Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina.  GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort.  In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories.  The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L.  Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.


GOEASY LTD: Moody's Affirms Ba3 CFR Following LendCare Acquisition
------------------------------------------------------------------
Moody's Investors Service has affirmed goeasy Ltd.'s Ba3 Corporate
Family Rating and senior unsecured rating following its
announcement that it has agreed to acquire LendCare Capital Inc., a
point of sale consumer financing company. The outlook remains
stable.

Affirmations:

Issuer: goeasy Ltd.

LT Corporate Family Rating, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Issuer: goeasy Ltd.

Outlook, Remains Stable

RATINGS RATIONALE

The ratings affirmation follows goeasy's announcement that it will
acquire LendCare, a point of sale consumer financing company, for
approximately CAD320 million. goeasy intends to fund the
acquisition with a combination of debt and equity financing and to
close the transaction by end of May. Upon closing, goeasy intends
to merge LendCare into goeasy at a measured pace with goeasy
continuing as the surviving entity.

The ratings affirmation reflects Moody's unchanged view of goeasy's
ba3 standalone assessment, which is supported by its solid
franchise as a leading provider of alternative financial services
within Government of Canada's (Aaa stable) subprime consumer
lending market, supporting its strong profitability. The ratings
take into consideration goeasy's solid capitalization but also
incorporates the risks to creditors resulting from the company's
evolving funding profile and susceptibility to regulatory threats
to its pricing and business practices. Moody's also expects
deterioration in asset quality through second half of 2021, as
government stimulus supporting Canadian consumers through the
coronavirus pandemic diminishes.

The ratings also reflect the benefits to creditors from goeasy's
revenue diversity and access to untapped verticals made possible
via the LendCare acquisition. While the transaction carries
integration risks, Moody's believes these are mitigated by goeasy
management's strong performance record and experience in the
Canadian consumer finance market, including point-of-sale channels
via its continuing partnership with PayBright.

The stable outlook reflects Moody's expectation that goeasy will
maintain strong profitability and its capital position will remain
solid over the next 12-18 months.

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

Given the limitations of the current operating environment score of
B2 for consumer finance companies, which combines macro and
industry risks, rating upgrades are unlikely over the next 12-18
months. However, improvement in liquidity and better
diversification of funding sources while maintaining strong
profitability and capital would be positive for the ratings. An
upgrade of the operating environment score could lead to a ratings
upgrade.

goeasy's corporate family rating could be downgraded if the company
encounters unexpected challenges with the integration of LendCare.
Additionally, a material deterioration in capital, profitability
and/or liquidity, could also lead to a ratings downgrade. A
reduction in unencumbered assets available to support unsecured
creditors would pressure the senior unsecured rating. Likewise, a
downgrade of the corporate family rating would likely lead to a
downgrade of the senior unsecured rating, from which it is
derived.

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


GOEASY LTD: S&P Affirms 'BB-' LT ICR on LendCare Acquisition
------------------------------------------------------------
S&P Global Ratings said affirmed its 'BB-' long-term issuer credit
rating on goeasy Ltd. (GSY) and its 'BB-' rating on the company's
senior unsecured debt. The outlook remains stable.

On April 12, GSY announced its acquisition of LendCare Holdings
Inc., a Canadian point-of-sale consumer finance and technology
company, for $320 million. Through the acquisition, GSY will
acquire approximately $400 million of consumer loans receivable and
expand its point-of-sale channel into relatively new untapped
verticals like powersports, home improvement, and auto lending.

The company expects to fund the acquisition with new equity and
debt, with a $130 million equity offering announced on the same day
and a new senior unsecured notes issuance to follow prior to
closing of the acquisition. The equity offering was upsized to
$172.5 million on April 13.

S&P said, "We expect the acquisition to elevate GSY's debt to
adjusted total equity (ATE) above 2.75x, our previous threshold for
a downgrade. However, we view favorably the equity issuance and
believe the acquisition will result in additional funding
diversification for GSY. The related financing also demonstrates
the company's ability to access multiple sources of funding. The
upcoming senior unsecured notes issuance would be the third time
GSY has accessed the unsecured debt markets, with the last issuance
in 2019. As a result of the expected increase in leverage, we
expect GSY to modify its maximum consolidated leverage covenant for
its revolving credit facility.

"Furthermore, the company intends to de-lever over the medium-term
after the acquisition. We think GSY has a good track record of
positive, stable earnings and meeting its goals, as highlighted by
its performance through the COVID-19 pandemic.

"The stable outlook reflects S&P Global Ratings' expectation that
over the next 12 months, GSY will maintain its solid market
position in nonprime consumer lending and lease financing while
diversifying its funding profile through its acquisition of
LendCare. Our base-case scenario assumes that while leverage would
be at 2.75x to 3.25x debt to ATE post-acquisition, the company will
make efforts to de-lever over the medium term. The outlook also
incorporates our expectation that the company will continue to
operate with net charge-offs below 15%.

"We could lower the ratings over the next 12 months if leverage is
above 3.25x debt to ATE on a sustained basis and the company is not
successful in executing on its capital raising plan. We could also
lower the ratings if the company's operating performance materially
deteriorates.

"We could raise the ratings if the company maintains stable credit
performance in its loan portfolio, successfully diversifies its
funding profile, and maintains leverage under 2.75x debt to ATE."



GOGO INTERMEDIATE: Moody's Rates New Sr. Secured Facilities 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Gogo Intermediate
Holdings LLC's proposed senior secured facilities, consisting of a
$725 million term loan due 2028 and a $100 million revolving credit
facility due 2026. The existing ratings on Gogo Inc. (Gogo) and
Gogo Intermediate Holdings LLC are unchanged, namely the B3
corporate family rating, B3-PD probability of default rating and
the B3 on the existing senior secured notes, which is expected to
be withdrawn once the notes have been repaid. The SGL-3 is
unchanged. The outlook is stable.

The proposed refinancing will see Gogo reduce overall debt quantum
and improve its available liquidity sources as well as its cash
flow generation ability going forward. Gogo will use the new term
loan along with the proceeds from the sale of its Commercial
Aviation (CA) business, which it sold for $400 million and closed
in December 2020, to repay outstanding balances under its ABL
facility as well as all of its $975 million senior secured notes.
At the same time, Gogo has entered into exchange agreements with
holders of around $135 million of its 2022 convertible notes that
have agreed to equitize their holdings early. The resulting
reduction in debt quantum and, in turn, in Moody's expectations of
Gogo's leverage, is a key driver of the rating action.

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: Gogo Intermediate Holdings LLC

GTD Senior Secured Term Loan, Assigned B3 (LGD3)

GTD Senior Secured Revolving Credit Facility, Assigned B3 (LGD3)

RATINGS RATIONALE

Gogo's B3 rating reflects the improvement in the company's business
profile following the sale of its commercial aviation business
which was competitive and volatile as evidenced in 2020 when
commercial air travel was decimated by the coronavirus pandemic.
Gogo's remaining operation, its business aviation segment,
generates the majority of its revenues through a more stable and
predictable subscription model.

The B3 rating reflects the reduced scale of the business and the
niche market the company will be operating in. The rating also
reflects the material leverage of the company with debt to EBITDA
(Moody's adjusted) expected around 7.7x in 2021. Leverage should
decline further in H1 2022 as the remaining $103 million of
convertible notes come due in May 2022 and these could potentially
be equitized.

With the sale of the CA business, Gogo's ongoing operations will
focus on business aviation where the company has a leading market
position in the US, with approximately 5,800 ATG business aircraft
online.

In 2021, revenues are expected to increase by mid-teens percentage
point as a large number of aircraft suspended service during the
peak of the COVID pandemic have come back online. Over the next
three years, Gogo believes it can increase its on-line aircraft by
a high single digit percentage CAGR. Given the addressable size of
the market and the increasing need for connectivity, Moody's
believes these assumptions are achievable. With demand for data and
speed increasing, Moody's also believes that Gogo's product mix
will improve as owners upgrade to higher data plans. This should
lead to revenue increasing by low-teens percentage annually in the
coming three years and EBITDA by mid-teens as a result of operating
leverage. By the end of 2022, Moody's expects Gogo's leverage to be
below 6x.

On April 1st, Gogo announced that it had entered into an exchange
agreement with GTCR pursuant to which GTCR had agreed to exchange
around $105.7 million of Gogo's convertible senior notes for common
equity at a conversion premium of 4% plus remaining unpaid interest
payment on the convertible notes through their May 2022 maturity.
The exchange is expected to complete by mid-April, and
post-equitization GTCR will own around 28.6% of Gogo's shares. In
Q1 2021, Gogo had completed some other convertible note exchanges
leading to a total reduction of around $135 million, leaving around
$103 million of convertible notes outstanding.

The outlook on the ratings is stable and reflects Moody's
expectation that the company's leverage will decrease to below 6x
in 2022 and that the company will maintain adequate liquidity.

As reflected in its SGL-3 speculative grade liquidity rating,
Gogo's liquidity profile is adequate. Following the refinancing,
the company will have access to a $100 million revolving credit
facility with a springing covenant (above 35% drawn) which is
expected to be set with 35% headroom at closing. Moody's expects
Gogo to generate moderate but positive free cash flow as a result
of both improvement in underlying earnings and lower interest cost.
The $103 million of remaining May 2022 convertibles notes could
require access to the revolver should they not be equitized.

The B3 (LGD3) ratings on the senior secured facilities reflect the
probability of default of the company, as reflected in the B3-PD
PDR, an average expected recovery rate of 50% at default and the
particular instrument's rankings in the capital structure. Given
the convertible notes come due in the first half of next year,
Moody's has omitted them from Gogo's capital structure for Moody's
Loss Given Default assessment.

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

Upwards rating pressure could build up should Gogo demonstrate
steady revenue and earnings growth, meaningful free cash flow
generation as well as a sustained reduction in Moody's adjusted
leverage below 6x.

Downward rating pressure could develop should revenue and EBITDA
fail to grow in line with the company's expectations leading to
leverage remaining above 7x in 2022. Additionally, debt financed
acquisitions and investments which result in a deterioration in
cash flow or overall liquidity position would pressure the
ratings.

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


GOPHER RESOURCE: Moody's Puts B2 CFR Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed the ratings of Gopher
Resource, LLC on review for downgrade, including the B2 corporate
family rating, B2-PD probability of default rating and the B2
senior secured rating.

The rating review follows the start of an investigation by
regulators into operating conditions at Gopher's Tampa facility
(that recycles lead batteries) amid pressure from public
policymakers for an accelerated review into alleged worker exposure
to excess levels of lead/toxins, and the degree to which the
outcome could result in adverse changes to Gopher's credit profile.
Social risk was a driver in this rating action as the investigation
is around worker safety in the plant. Gopher operates with
relatively high financial leverage and modest liquidity from cash
and the revolving credit facility. A ratings downgrade could be
more than one notch. Moody's anticipates addressing this rating
review within about two months.

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

Moody's review will consider: (1) Gopher's ability to continue
operating its Tampa facility, one of only two plants it relies upon
for its business, at the current level of output and efficiency;
(2) costs for any required remediation or change in operations as a
result of the investigation, and the timing of when that
investigation would conclude; and (3) any potential regulatory or
other penalties.

Moody's took the following actions:

On Review for Downgrade:

Issuer: Gopher Resource, LLC

Corporate Family Rating, Placed on Review for Downgrade, currently
B2

Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD

Senior Secured Credit Facility, Placed on Review for Downgrade,
currently B2 (LGD3)

Outlook, Changed to Rating Under Review from Stable

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

Gopher Resource, LLC is a leading recycler of lead-acid batteries
in North America with a majority of the refined lead being re-used
in automotive and industrial batteries. Gopher Resource takes spent
batteries, separates the lead, plastic and acid and through
smelting and refining processes, produces lead, metal alloys and
plastic pellets for its customers. Revenues for the fiscal year
ended December 31,2020 were $360 million. Gopher is owned by
private equity sponsor, Energy Capital Partners, following the
January 2018 leveraged buyout.


GREENBRIER COS: S&P Downgrades ICR to 'BB-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on The
Greenbrier Cos. Inc. to 'BB-' from 'BB'.

The stable outlook reflects S&P's expectation that the conditions
in the railcar end market will materially improve over the next 12
months amid a general macroeconomic rebound, which will allow
Greenbrier to reduce its S&P Global Ratings-adjusted leverage below
4x and maintain it at this level.

S&P said, "The downgrade reflects our forecast that Greenbrier's
S&P Global Ratings-adjusted debt leverage will increase
substantially in fiscal year 2021 (ending Aug. 31, 2021) before
improving in 2022. The recent COVID-19 pandemic-induced recession
has reduced the volume of new railcar order activity, which was
already under pressure in 2020 due to an industrial slowdown, low
oil and gas prices, and the implementation of precision scheduled
railroading. Consequently, the company's railcar deliveries
declined by 54% in the first half of fiscal year 2021 relative to
the same period in 2020. Greenbrier's wheels, repair, parts, and
leasing and services activity have also remained pressured, though
to a lesser extent than its manufacturing segment. The company's
railcar orders began to pick up in the most recent quarter and
macroeconomic indicators point to an uptick in economic activity in
calendar year 2021, which could lead to a relatively rapid rebound
in its performance in the next fiscal year. However, we forecast
that Greenbrier's S&P Global Ratings-adjusted debt leverage could
reach 5x as of the end of fiscal year 2021, which is higher than we
previously expected amid the trough of the cycle.

"We believe Greenbrier's EBITDA margins will contract in 2021 as
the large decline in its volumes leads to the under-absorption of
its fixed costs. The company focused on implementing cost controls
throughout the pandemic, including materially cutting its headcount
and selectively reducing its manufacturing footprint while
preserving capacity for the next upturn. However, because
Greenbrier continues to operate with high operating leverage, we
believe its volumes will have the largest effect on its margin
performance through the railcar industry cycle. While the company
can pass through increases in its raw material prices to its
customers, we believe the recent inflation in steel prices may
place some additional pressure on its margins over the next several
quarters. We expect Greenbrier's EBITDA margins to improve to about
10% in fiscal year 2022 from the mid-to high-single-digit percent
range in fiscal year 2021 given our expectation for a rebound in
its production volumes."

Greenbrier's strategy to expand its leasing business, if executed
successfully, will likely provide some stability to its earnings.
The company recently formed GBX Leasing, a joint venture of which
it owns about 90%, to own and manage a portfolio of leased
railcars. S&P said, "We expect Greenbrier will add about $200
million of leased railcars to GBX Leasing's fleet annually, which
it will leverage at about 3-to-1 debt to equity using non-recourse
debt. Although this level of leverage is higher than Greenbrier's
historical approach to its leasing segment, we believe it is
relatively in line with typical leverage levels in the railcar
leasing industry. The company will also benefit from tax advantages
related to its increased capital investment. We expect the leasing
expansion to gradually add some stability to Greenbrier's earnings
over the next few years, though we believe there is some execution
risk involved in this plan."

S&P said, "We believe Greenbrier maintains sufficient liquidity to
weather the cyclicality of its end markets. The company had over
$700 million of cash and borrowing capacity as of Feb. 28, 2021. We
expect that Greenbrier could reduce its capital investment to less
than $50 million and still sustain adequate liquidity to
comfortably fund its working capital needs, maintain its current
dividend, and repay its short-term maturities.

"The stable outlook on Greenbrier reflects our expectation that the
railcar end market will recover materially over the next 12 months
as macroeconomic conditions rebound, which will likely enable it to
reduce its S&P Global Ratings-adjusted leverage below 4x and
maintain it at this level."

S&P could raise its rating on Greenbrier if:

-- It reduces its leverage and we believe it will maintain
leverage of less than 3x throughout the railcar cycle; or

-- Its leasing business achieves greater scale through a
disciplined expansion and we believe this will add stability to
Greenbrier's earnings through the railcar cycle.

S&P could lower its rating on Greenbrier if:

-- S&P expects its S&P Global Ratings-adjusted debt to EBITDA to
remain above 4x for a sustained period. This could occur if its
order activity does not ramp up in the second half of fiscal year
2021, causing its railcar production levels and profit margins to
remain low over the next 12 months;

-- The company's liquidity position (including cash and revolver
availability) deteriorates; or

-- S&P believes it will face challenges in addressing its 2023 and
2024 maturities or be unable to amend its covenants if needed.


GULFPORT ENERGY: Amends Plan to Include Convenience Claim Details
-----------------------------------------------------------------
Gulfport Energy Corporation and its debtor-affiliates submitted an
Amended Joint Chapter 11 Plan of Reorganization and Disclosure
Statement Dated April 15, 2021.

Class 4A consists of all Allowed General Unsecured Claims against
Gulfport Parent.  Each Holder of an Allowed General Unsecured Claim
against Gulfport Parent shall receive, in full and final
satisfaction of such Claim, its pro-rata share of (i) the Gulfport
Parent Equity Pool, (ii) the Gulfport Parent Cash Pool, and (iii)
the Mammoth Shares.

Once all Holders of Allowed Class 4A Claims have received 100%
recovery, then any excess value held for the benefit of Holders of
Class 4A Claims will be reallocated as follows: first, to the
extent Allowed 4C Claims exceed $5 million, (A) 50% of such excess
value to the Unsecured Claims Distribution Trustee for the benefit
of Holders of Class 4C Convenience Claims, until all Holders of
Class 4C Convenience Claims would receive a 100% recovery on their
Claims up to the Convenience Claim Threshold, and (B) the remaining
50% of such excess value shall be transferred by the Unsecured
Claims Distribution Trustee to the Reorganized Debtors, with any
New Common Stock that is a portion of such remaining 50% being
cancelled instead of transferred; and second, after all Holders of
Class 4C Convenience Claims have received a 100% recovery on their
Claims up to the Convenience Claim Threshold, any remaining shares
of New Common Stock in the Gulfport Parent Equity Pool shall be
cancelled and other remaining property held by the Unsecured Claims
Distribution Trust shall be transferred by the Unsecured Claims
Distribution Trustee to the Reorganized Debtors.

Class 4B consists of all Allowed General Unsecured Claims against
Gulfport Subsidiaries. Each Holder of an Allowed General Unsecured
Claim against Gulfport Subsidiaries shall receive, in full and
final satisfaction of such Claim, its Pro Rata share of the: (i)
Gulfport Subsidiaries Equity Pool, (ii) Rights Offering
Subscription Rights, and (iii) New Unsecured Notes. All undisputed
Claims on account of operating expenses or capital expenditures
shall be paid in full by the Debtors pursuant to any applicable
Bankruptcy Court order on or before the Effective Date and upon
such payment shall not receive distributions as General Unsecured
Claims against Gulfport Subsidiaries.

Class 4C consists of all Convenience Claims, including those
Allowed General Unsecured Claims in excess of the Convenience Claim
Threshold for which the Holder of such Claim timely elects on a
Convenience Claim Opt-In Form to have such Claim irrevocably
reduced to the Convenience Claim Threshold and treated as a
Convenience Claim in full and final satisfaction of such Claim.
Each Holder of an Allowed Convenience Claim shall receive, in full
and final satisfaction of such Claim, its Pro Rata share of
Convenience Claims Distribution Pool; provided that no Holder of an
Allowed Convenience Claim shall receive a distribution in excess of
100% of such Allowed Convenience Claim.

Class 5A consists of all Allowed Notes Claims against Gulfport
Parent. Each Holder of an Allowed Notes Claim against Gulfport
Parent shall receive, in full and final satisfaction of such Claim,
its Pro Rata share of the Gulfport Parent Equity Pool; provided,
however, that the Holders of Notes Claims against Gulfport Parent
shall waive any recovery from the Gulfport Parent Equity Pool
resulting from New Common Stock issued in satisfaction of any Class
4B Unsecured Surety Bond Claims.

The Debtors and the Reorganized Debtors shall fund distributions
under the Plan with: (1) Cash on hand as of the Effective Date,
including the proceeds from the DIP Facility and the Exit Facility,
(2) the New Common Stock and the New Preferred Stock, (3) the New
Unsecured Notes, (4) the Rights Offering Subscription Rights, and
(5) the Mammoth Shares.

The Debtors will transfer the Mammoth Shares to the Unsecured
Claims Distribution Trust. For the avoidance of doubt, such
transfer shall be free and clear of any restrictions or provisions
of the Mammoth Investor Rights Agreement, and following the
Effective Date, the holders of the Mammoth Shares shall not be
bound by any restrictions, or subject to any obligations.

On or before the Effective Date, the Debtors shall create the
Unsecured Claims Distribution Trust, which shall be vested with (i)
the Mammoth Shares, (ii) the Gulfport Parent Equity Pool, (iii) the
Gulfport Parent Cash Pool, and (iv) the Convenience Claims
Distribution Pool. The Confirmation Order shall provide that, prior
to the Effective Date, the Committee may direct the Debtors to take
actions with respect to the Mammoth Shares, and the Debtors shall
not liquidate the Mammoth Shares absent Committee consent;
provided, however, that any actions taken with respect to the
Mammoth Shares prior to the Effective Date shall be subject in all
respects to the DIP Orders and the DIP Credit Agreement; provided,
further, that this provision shall not limit any action of the DIP
Agent, the DIP Lenders, or the Debtors, after an Event of Default
under the DIP Credit Agreement.

The Debtors shall fund up to $1 million of the administrative costs
of the Unsecured Claims Distribution Trust, with the remainder of
the costs to be borne by the Unsecured Claims Distribution Trust's
assets.

                     About Gulfport Energy

Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States.  Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma.  In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.

Gulfport and its subsidiaries sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020.  As of Sept.
30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000
in liabilities.

The Honorable David R. Jones is the case judge.

The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.

Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.

Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M III
Partners, LP, is the financial advisor.

The U.S. Trustee for Region 7 formed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases.  The
committee is represented by Norton Rose Fulbright US LLP and Kramer
Levin Naftalis & Frankel, LLP and Jefferies LLC as its investment
banker.


HERITAGE RAIL: Trustee Selling 5 Rail Cars to TRBMNR for $425K
--------------------------------------------------------------
Tom Connolly, the Chapter 11 Trustee of Heritage Rail Leasing, LLC,
asks the U.S. Bankruptcy Court for the District of Colorado to
authorize the sale to The Reading Blue Mountain and Northern
Railroad Co. ("TRBMNR") of the following five rail cars and related
equipment for $425,000, subject to higher and better bids: (i) SLRG
1066 (Southern Coach), (ii) SLRG 1067 (Gia Valley), (iii) SLRG 1068
(San Luis Valley), (iv) SLRG 1056 (Lookout Mountain), and (v) SLRG
2904 (IC Coach).

Heritage owns rail cars, locomotives, rolling stock and equipment
that it used in connection with its rail car leasing business.

The Trustee has continued to respond to inquiries from prospective
purchasers of Heritage's assets.  After considering available
options within the context of the current economic environment and
the status of Heritage’s operations, he determined in his
business judgment to sell certain of Heritage's Assets to TRBMNR
under section 363 of the Bankruptcy Code.  After arms'-length
negotiations, the Trustee negotiated a sale of the Assets to TRBMNR
at an aggregate purchase price of $425,000 on the terms set forth
in their purchase agreement.

The material terms of the Purchase Agreement are:

     a. Purchase Price: The TRBMNR Purchase Price for the Assets is
allocated as follows:

          i. SLRG 1066 (Southern Coach) – purchase price $80,000

          ii. SLRG 1067 (Gia Valley) – purchase price $70,000

          iii. SLRG 1068 (San Luis Valley) – purchase price
$80,000

          iv. SLRG 1056 (Lookout Mountain) – purchase price
$120,000

          v. SLRG 2904 (IC Coach) – purchase price $75,000

     b. The Purchase Agreement is subject to, and will not become
effective, until it is approved in its entirety by final, written,
non-appealable Order of the Court.

     c. TRBMNR will accept the Assets at closing on an "as is,
where is" basis.

     d.  The closing will occur on the first business day upon
which Court approval provided is effective and not subject to a
stay, or upon such other day upon which the parties reasonably
agree.

The Trustee does not believe that Court-approved formal bidding
procedures or a break up fee are needed in light of the simplicity
of the proposed transaction.  Instead, he asks that any competing
bids for all or any of the Assets be received by deadline to object
to the Motion.

Any parties submitting a competing bid that wish to inspect the
Assets will be required to comply with all relevant inspection
procedures and pay any necessary inspection fees.  If any
objections or competing bids are received, the Trustee would
request a hearing and bidding can occur at the hearing.  Any
competing bid for all or any of the Assets should be on the same
terms as the Purchase Agreement (other than the purchase prices)
and be accompanied by a 5% earnest money deposit and show ability
to close. Initial overbids must be at least 5% more than the TRBMNR
Purchase Price as allocated.

Big Shoulders Capital, LLC has asserted it has first priority
security interest in the Assets pursuant to a Loan and Security
Agreement between Heritage and Big Shoulders dated Feb. 27, 2017
(as amended).  The Trustee understands that Big Shoulders has
consented to the Trustee’s sale of the Assets subject to a carve
out of 15% of the net purchase price of the Assets less closing
costs, including applicable storage fees to remain with the
Heritage estate free and clear of any Big Shoulders' lien, with
rights otherwise reserved.

pon information and belief of the Trustee, the Assets are not
otherwise subject to any security interest, claim or lien, other
than a storage lien asserted by the trustee of San Luis and Rio
Grande Railroad, which will be paid from proceeds of the sale.  As
of the date of the Motion, the storage lien on the Assets is in an
estimated aggregate amount of $10,635. The per diem rate for
Storage of the Assets is an estimated amount of $15.

The Trustee has investigated the fair market value of the Assets by
speaking with industry sources, persons familiar with the Assets
and Big Shoulders.  Based on this investigation, he has determined
that the TRBMNR Purchase Price represents fair market value.  He
now seeks authority to further market-test the transaction
contemplated by the Purchase Agreement to obtain the highest or
best offer for the Assets.  

The Trustee respectfully submits that it is in the best interest of
the Heritage estate to close the sale of the Assets as soon as
possible after all closing conditions have been met or waived.
Accordingly, he requests that the Court waives the 14-day stay.

A copy of the Agreement is available at
https://tinyurl.com/3rkfm887 from PacerMonitor.com free of charge.

                   About Heritage Rail Leasing

Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives
and track equipment.

On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc.,
Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a
Chapter 11 involuntary petition against Heritage Rail Leasing.
The
creditors are represented by Michael J. Pankow, Esq., at
Brownstein
Hyatt Farber Schreck, LLP.

Judge Thomas B. McNamara oversees the case.  

L&G Law Group LLP and Moglia Advisors serve as the Debtor's legal
counsel and restructuring advisor, respectively.  Alex Moglia of
Moglia Advisors is the Debtor's chief restructuring officer.

On Oct. 19, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in the Debtor's Chapter
11 case.  The committee is represented by Goldstein & McClintock
LLLP and the Law Offices of Douglas T. Tabachnik, P.C.

On Oct. 28, 2020, the Court approved the appointment of Tom H.
Connolly as the Debtor's Chapter 11 trustee.  The trustee tapped
Brownstein Hyatt Farber Schreck, LLP as his counsel.



HERTZ CORP: Says It Needed to Exit Bankruptcy by Summer 2021
------------------------------------------------------------
Law360 reports that Hertz Corp. says it needs to exit Chapter 11
bankruptcy by summer of 2021. Warning that it needs to hit the gas
soon on its Chapter 11 plan to get the benefit of "hot" debt and
equity markets and the approaching summer travel season, The Hertz
Corp. urged a Delaware bankruptcy judge Thursday, April 15, 2021,
to reject current disclosure and financing objections.

The global car rental company said in a document filed with the
court that few objections have been raised to its newly amended
disclosure statement or its more than $2.5 billion equity purchase
and commitment agreement. The only two remaining current concerns
should not delay its process, Hertz argued.

                              About Hertz Corp.

Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand.  They also operate a
vehicle leasing and fleet management solutions business.

On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).

Judge Mary F. Walrath oversees the cases.  

The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor.  The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan.  Prime Clerk LLC is the claims agent.

The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor.  Ernst & Young
LLP provides audit and tax services to the Committee.

Co-counsel to the Ad Hoc First Lien Group and DIP Lenders:

         David B. Stratton, Esq.
         TROUTMAN PEPPER HAMILTON SANDERS LLP
         Hercules Plaza
         1313 Market Street, Suite 5100
         Wilmington, DE  19899-1709
         Telephone: (302) 777-6500
         Facsimile: (302) 421-8390

               - and -

         Michael D. Messersmith, Esq.
         Michael B. Solow, Esq.
         Brian J. Lohan, Esq.
         ARNOLD & PORTER KAYE SCHOLER LLP
         70 West Madison Street, Suite 4200  
         Chicago, IL 60602-4231  
         Telephone: (312) 583-2300
         Facsimile: (312) 583-2360

               - and -

         Maja Zerjal Fink, Esq.
         ARNOLD & PORTER KAYE SCHOLER LLP
         250 West 55th Street
         New York, NY  10019-9710
         Telephone: (212) 836-8000
         Facsimile: (212) 836-8689



HERTZ CORP: Unsecureds to Get 82%; Committee Now Backs Plan
-----------------------------------------------------------
The Hertz Corporation, et al., submitted a Disclosure Statement for
Second Modified Second Amended Joint Chapter 11 Plan of
Reorganization dated April 15, 2021.

As reported in the TCR, the Debtors have selected a proposal by
Centerbridge Partners, L.P., Warburg Pincus LLC, and Dundon Capital
Partners, LLC, to serve as plan sponsors.

On April 3, 2021, the Debtors concluded that the Plan Sponsors
offered the best-proposed transaction.  Accordingly, the Debtors
filed the Second Amended Plan and associated disclosure statement
reflecting the Plan Sponsors' proposal.

The Debtors have subsequently made certain modifications to the
Second Amended Plan.  Many of these modifications were made
pursuant to negotiations with the Committee in order to obtain the
Committee's support for the Plan.  Such modifications are reflected
in the Plan and are included in the Disclosure Statement.  In
exchange for the Debtors' agreement to these modifications, the
Committee agreed to support the Plan.

On April 14, 2021, the Committee joined the Plan Support Agreement
on the terms of, and subject to the conditions set forth in the
Committee Joinder. Pursuant to the Committee Joinder, the Plan
Support Agreement was amended and supplemented to include certain
rights and obligations of the Committee and certain modifications
to the Plan and Rights Offering Procedures.

The Plan Support Agreement establishes certain milestones for the
prosecution and consummation of the Plan, including fixing (i) May
1, 2021, as the outside date for obtaining approval of the
Disclosure Statement, (ii) June 30, 2021, as the outside date for
obtaining confirmation of the Plan, and (iii) July 31, 2021, as the
outside date for consummating the Plan.

Additionally, Hertz Parent and the Plan Sponsors party have
executed and entered into the Equity Purchase and Commitment
Agreement (the "Stock Purchase Agreement"). Pursuant to the Stock
Purchase Agreement, the PE Sponsors agreed to purchase $385 million
in Preferred Stock and the Plan Sponsors have agreed to purchase,
or backstop the purchase of, an aggregate amount of $2.188 billion
in Reorganized Hertz Parent Common Interests.

The Plan is premised on an implied total enterprise value of
approximately $5.5 billion. Taking into account $1.3 billion of new
first lien debt and the sale of $385 million of new preferred
stock, and adding back excess cash (assumed to be about $700
million net of minimum cash at exit), results in an implied Plan
value for the common stock of Hertz Global Holdings, Inc., the
parent corporation of the Debtors ("Hertz Parent"), of
approximately $4.525 billion ("Plan Equity Value").

Cash distributions to holders of Allowed General Unsecured Claims
will be made from the General Unsecured Recovery Cash Pool Account.
The General Unsecured Recovery Cash Pool Account will be funded in
the amount of the General Unsecured Recovery Cash Pool Amount as of
the Effective Date, plus any proceeds received on account of the
Specified Causes of Action. The General Unsecured Recovery Cash
Pool Amount is $448,540,000. This amount represents 82% of
$547,000,000, which is the amount of General Unsecured Claims that
the Debtors estimate will be Allowed in the Chapter 11 Cases
pursuant to their analysis.

Until such time, if ever, that Holders of Allowed General Unsecured
Claims have received distributions equal to 82% of the Allowed
amounts of such Claims, as and to the extent provided in the Plan,
net proceeds of the Specified Causes of Action will be deposited
into the General Unsecured Recovery Cash Pool Account for
distributions on account of Allowed General Unsecured Claims,
provided that Holders of Allowed General Unsecured Claims will in
no case received more than 82% on account of such Claims.
Notwithstanding the foregoing, in no instance shall the GUC
Oversight Administrator return Cash to the Reorganized Debtors from
the General Unsecured Recovery Cash Account such that the amount of
Cash in the General Unsecured Recovery Cash Account would not be
sufficient to pay Disputed General Unsecured Claims and Allowed
General Unsecured Claims 82% of the asserted amount of such
Disputed General Unsecured Claims and Allowed General Unsecured
Claims.

Attorneys for the Debtors:

     Thomas E Lauria
     Matthew C. Brown
     WHITE & CASE LLP
     200 South Biscayne Boulevard, Suite 4900
     Miami, FL 33131
     Telephone: (305) 371-2700

     J. Christopher Shore
     David M. Turetsky
     Andrew T. Zatz
     Andrea Amulic
     1221 Avenue of the Americas
     New York, NY 10020
     Telephone: (212) 819-8200

     Jason N. Zakia
     111 South Wacker Drive
     Chicago, IL 60606
     Telephone: (312) 881-5400

     Roberto J. Kampfner
     Ronald K. Gorsich
     Aaron Colodny
     Andrew Mackintosh
     Doah Kim
     555 South Flower Street, Suite 2700
     Los Angeles, CA 90071
     Telephone: (213) 620-7700

     Mark D. Collins
     John H. Knight
     Brett M. Haywood
     Christopher M. De Lillo
     RICHARDS, LAYTON & FINGER, P.A.
     J. Zach Noble (No. 6689)
     One Rodney Square
     910 N. King Street
     Wilmington, Delaware 19801
     Telephone: (302) 651-7700

                       About Hertz Corp.

Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand.  They also operate a
vehicle leasing and fleet management solutions business.

On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).

Judge Mary F. Walrath oversees the cases.  

The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor.  The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.

The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases.  The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor.  Ernst & Young
LLP provides audit and tax services to the Committee.

Co-counsel to the Ad Hoc First Lien Group and DIP Lenders:

         David B. Stratton, Esq.
         TROUTMAN PEPPER HAMILTON SANDERS LLP
         Hercules Plaza
         1313 Market Street, Suite 5100
         Wilmington, DE  19899-1709
         Telephone: (302) 777-6500
         Facsimile: (302) 421-8390

               - and -

         Michael D. Messersmith, Esq.
         Michael B. Solow, Esq.
         Brian J. Lohan, Esq.
         ARNOLD & PORTER KAYE SCHOLER LLP
         70 West Madison Street, Suite 4200  
         Chicago, IL 60602-4231  
         Telephone: (312) 583-2300
         Facsimile: (312) 583-2360

               - and -

         Maja Zerjal Fink, Esq.
         ARNOLD & PORTER KAYE SCHOLER LLP
         250 West 55th Street
         New York, NY  10019-9710
         Telephone: (212) 836-8000
         Facsimile: (212) 836-8689


HERTZ GLOBAL: Court Gives Knighthead More Time to Pitch Rival Bid
-----------------------------------------------------------------
Steven Church and Katherine Doherty of Bloomberg News report that
the judge overseeing Hertz Global Holdings Inc.'s bankruptcy put
off immediate consideration of the car renter's plan to sell itself
to investors including Centerbridge Partners, after getting a
last-minute competing bid from a group led by Knighthead Capital
Management.

The move -- opposed by Hertz's lawyer in court -- leaves open the
possibility that shareholders of the company may get some recovery.
That's a rarity in bankruptcy, but investors have at times bid up
Hertz stock, so much so that it tried to sell new shares while
restructuring under court protection.

                    About Hertz Global Holdings

Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.

On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).

The Hon. Mary F. Walrath is the presiding judge.

White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.

Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz









HGIM CORP: Moody's Cuts CFR to Caa3 on Debt Restructuring
---------------------------------------------------------
Moody's Investors Service downgraded HGIM Corp.'s Corporate Family
Rating to Caa3 from Caa1, its Probability of Default Rating to
Caa3-PD from Caa1-PD and its term loan rating to Caa3 from Caa1.
The rating outlook remains negative.

"Prolonged offshore drilling stress continues to weaken HGIM's cash
flow and erodes its liquidity. Weak near-term prospect of
improvement in the offshore activity renders HGIM's capital
structure untenable," commented Sreedhar Kona, Moody's senior
analyst. "The negative outlook reflects HGIM's proclivity to
purchase debt at discount and increased risk of debt
restructuring."

Downgrades:

Issuer: HGIM Corp.

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

Corporate Family Rating, Downgraded to Caa3 from Caa1

Senior Secured Term Loan, Downgraded to Caa3 (LGD3) from Caa1
(LGD3)

Outlook Actions:

Issuer: HGIM Corp.

Outlook, Remains Negative

RATINGS RATIONALE

HGIM's downgrade to Caa3 CFR reflects the persistent weakness in
offshore fundamentals and deteriorating cash flow prospect for
HGIM. The company's cash balance and its only source of liquidity
continues to be eroded and the company's proclivity to purchase its
debt at discount points to potential distressed exchanges which
Moody's deems a default.

HGIM's Caa3 CFR reflects offshore sector's extremely low activity
and the oversupply of Offshore Supply Vessels (OSV) resulting in a
persistence of very low dayrates and utilization of the OSVs.
HGIM's modest firm-contract backlog has been shrinking and the
company is heavily reliant on spot market utilization to generate
its cash flow. The offshore market fundamentals make it unlikely
for the company to reverse the decline in backlog in the near term.
As the contribution of revenues from the spot market continues to
increase significantly, the company's cash flow is exposed to the
volatility of the offshore sector. HGIM is also constrained by its
small scale and concentration in Gulf of Mexico.

HGIM's liquidity is weak. As of December 31, 2020, HGIM had a cash
balance of $83 million and this cash balance is the only source of
liquidity for the company. Moody's expects HGIM's cash balance to
decrease meaningfully by year-end 2021 as the company consumes some
of the cash to meet its debt service needs and its maintenance
capital spending. HGIM is required to maintain compliance with
three covenants under the term loan credit agreement. The covenants
include a minimum consolidated interest coverage ratio of 1.1x,
asset coverage ratio of 1.75x and minimum liquidity of $30 million.
The company obtained a waiver on the interest coverage covenant
through the year-end December 31, 2021. Moody's expects HGIM to be
in compliance with the other two covenants.

The $350 million term loan due in July 2023 ($336 million
outstanding as of December 31, 2020) is the only significant debt
in HGIM's capital structure and is rated Caa3, the same as the CFR.
The term loan has a first priority senior lien on substantially all
the assets of the borrower and guarantor subsidiaries, excluding
Harvey Stone Holdings LLC (Harvey Stone). Harvey Stone's 10 year
$45 million Secured Notes due in April 2026 (unrated, $32 million
outstanding as of December 31, 2020) are secured by a First
Preferred Ship Mortgage on the Harvey Stone vessel. The company
also has a PPP loan of $8.6 million. The maturity of PPP loan is in
April 2022, but may be forgiven, or may be extended by the U.S.
Small Business Administration and the lender.

HGIM's negative rating outlook reflects the persistently weak
offshore fundamentals and high risk of debt restructuring.

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

HGIM's ratings will be downgraded if the company is in breach of
its covenants or if the company performs distressed exchanges or
other forms of balance sheet restructuring.

An upgrade is unlikely in the near-term. An upgrade will be
considered if the company improves its cash flow outlook in an
improving offshore environment. The company must also maintain
adequate liquidity.

HGIM Corp. (Harvey Gulf International Marine, or Harvey Gulf)
provides service vessels to support offshore drilling and
production operations predominantly in the US Gulf of Mexico.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


HIGHER GROUND ACADEMY: S&P Lowers Lease Rev. Bonds Rating to 'BB+'
------------------------------------------------------------------
S&P Global Ratings lowered its rating to 'BB+' from 'BBB-' on St.
Paul Housing and Redevelopment Authority, Minn.'s outstanding lease
revenue refunding bonds (Higher Ground Academy Building Co.),
issued for Higher Ground Academy. The outlook is stable.

"The downgrade reflects our view of Higher Ground's significantly
increased maximum annual debt service burden combined with weak
debt service coverage and a significant decline in its cash
position," said S&P Global Ratings credit analyst James Gallardo.
"The school's financial metrics could be pressured if it is unable
to meet its budgeted enrollment projections while controlling
expenses as it opens its new facility," Mr. Gallardo added.

We view the risks posed by COVID-19 to public health and safety as
an elevated social risk for all charter schools under our
environmental, social, and governance (ESG) factors. We believe
this is a social risk for Higher Ground due to potential per-pupil
funding reductions that may occur due to recessionary pressures.
Despite the elevated social risk, we believe the school's
environmental and governance risk are in line with our view of the
sector.

Incorporated in May 1997, Higher Ground Academy opened for
instruction in 1999 with 286 students in kindergarten through grade
nine (K-9). An additional grade levels were added each year after
opening, and currently 1,034 students are enrolled in grades K-12.
The academy currently uses two private contractors to provide
transportation services to the academy's students living outside
St. Paul.

RELATED RESEARCH

Through The ESG Lens 2.0: A Deeper Dive Into U.S. Public Finance
Credit Factors, April 28, 2020

Certain terms used in this report, particularly certain adjectives
used to express our view on rating relevant factors, have specific
meanings ascribed to them in our criteria, and should therefore be
read in conjunction with such criteria. Please see Ratings Criteria
at www.standardandpoors.com for further information. Complete
ratings information is available to subscribers of RatingsDirect at
www.capitaliq.com. All ratings affected by this rating action can
be found on S&P Global Ratings' public website at
www.standardandpoors.com. Use the Ratings search box located in the
left column.

European Endorsement Status

Global-scale credit rating(s) have been endorsed in Europe in
accordance with the relevant CRA regulations. Note: Endorsements
for U.S. Public Finance global-scale credit ratings are done per
request. To review the endorsement status by credit rating, visit
the spglobal.com/ratings website and search for the rated entity.



HIGHTOWER HOLDING: Moody's Rates New $300MM Unsecured Notes 'Caa2'
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Hightower
Holding, LLC's proposed $300 million senior unsecured notes.
Hightower plans on using the proceeds from the new notes issuance,
together with the proceeds from the new $600 million first lien
term loan, and cash on hand and new equity from its financial
sponsor (funds led by Thomas H. Lee Partners) to refinance its
existing capital structure.

Moody's has taken the following rating action on Hightower Holding,
LLC:

Senior Unsecured Notes, Assigned Caa2

RATINGS RATIONALE

Moody's said the Caa2 rating assigned to Hightower's proposed $300
million senior unsecured notes reflects these notes' secondary
ranking in Hightower's capital structure, with these proposed notes
being subordinated to Hightower's B2-rated first lien senior
secured bank credit facility. Moody's uses its Loss Given Default
for Speculative-Grade Companies (LGD) methodology to help determine
these debt instrument ratings. Moody's said Hightower has a B3
Corporate Family Rating (CFR), reflecting its elevated debt
leverage, weak profitability but growing franchise. The CFR also
reflects the credit benefits associated with Hightower's stable and
recurring revenue model, tempered by partial reliance on the
performance of broad financial markets.

Moody's noted that the net increase in debt would be around $130
million following the consummation of the refinancing transactions.
Moody's expects its adjusted debt leverage to be around 8.2x at the
end of 2021 (Moody's considers Hightower's cash portion of
contingent earnout liabilities and operating lease liabilities to
be debt-like obligations). Moody's said it expects Hightower's debt
leverage to improve to a Moody's-adjusted debt/EBITDA of around
7.2x by year-end 2022, assuming no changes in the capital structure
through the issuance of additional debt or draws on the delayed
draw term loan.

Hightower's outlook is stable, reflecting Moody's expectation that
the firm's strong growth trajectory, fueled by profit-generating
M&A transactions and a favorable environment for asset gathering,
helps offset its high debt leverage.

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

Factors that could lead to an upgrade include the following: 1) An
improvement in profitability and debt reduction that results in
Moody's-adjusted debt leverage below 6.5x on a sustained basis; and
2) Increasing scale and evidence of strong organic revenue growth
through asset gathering at existing partners resulting in stronger
profitability while maintaining positive operating leverage.

Factors that could lead to a downgrade include: 1) Failure to
reduce leverage to below 7.5x on a Moody's-adjusted basis by
year-end 2022; 2) More aggressive financial policies or
debt-financed acquisitions, particularly if it becomes evident the
firm will not be able to meet its pre-determined de-leveraging
targets; 3) Revenue deterioration due to rising competition and fee
compression, underperformance or declines in broad financial
markets resulting in lower levels of client assets; 4)
Deterioration in the firm's free cash flow generation as a result
of weaker performance or integration issues following an M&A
transaction; and 5) Utilization of the $150 million delayed draw
term loan for purposes other than immediately highly-accretive
M&A.

The principal methodology used in this rating was Securities
Industry Service Providers Methodology published in November 2019.


HOGAR CARINO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hogar Carino, Inc.
        URB. San Martin
        Calle Luis Pardo #1016
        San Juan, PR 00924

Business Description: Hogar Carino Inc. operates in the health
                      care industry.

Chapter 11 Petition Date: April 16, 2021

Court: United States Bankruptcy Court
       District of Puerto Rico

Case No.: 21-01181

Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
                  LAW OFFICES LUIS D. FLORES GONZALEZ
                  80 Calle Georgetti Ste 202
                  San Juan, PR 00925-3624
                  Tel: 787-758-3606
                  E-mail: ldfglaw@coqui.net
                          ldfglaw@yahoo.com

Total Assets: $176,883

Total Liabilities: $1,568,780

The petition was signed by Elizabeth Noemi Padro Rivera, vice
president.

https://www.pacermonitor.com/view/KHQNRPQ/HOGAR_CARIO_INC__prbke-21-01181__0001.0.pdf?mcid=tGE4TAMA


HOLLISTER CONSTRUCTION: Wins Interim Use of Cash Collateral
-----------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey entered a Thirty-Ninth Interim Order
authorizing Hollister Construction Services, LLC to use cash
collateral on an interim basis in accordance with the budget.

The Debtor does not have sufficient unencumbered cash or other
assets to continue to operate its business during the Chapter 11
Case or to effectuate a reorganization. The Debtor said it will be
immediately and irreparably harmed if it is not immediately granted
the continued authority to use PNC Bank's Cash Collateral in order
to permit, among other things, the continuation of its business,
the ability to fund payroll and other taxes, the maintenance of
their relations with vendors and suppliers, satisfaction of their
working capital needs, as well as the ability to pay for inventory,
supplies, overhead, insurance and other necessary expenses and pay
any statutory fees.

As of the Petition Date, the Debtor owed PNC $15,321,371.10,
consisting of:

     (a) $14,012,345.53, pursuant to a Prepetition Line of Credit;
and

     (b) $1,309,025.57, pursuant to a Prepetition Term Loan.

The Secured Obligations were secured by a valid, perfected, and
enforceable and non-avoidable first priority security interest and
lien granted by the Debtor to PNC upon the Collateral.

The Debtor is authorized to use PNC's Cash Collateral for, among
other things, (i) working capital requirements, (ii) general
corporate purposes, and (iii) certain costs and expenses related to
the administration of the Chapter 11 Case (including making
adequate protection payments and paying any statutory, in each
case, pursuant to and solely in accordance with the cash collateral
budget, which Budget has been approved by PNC. The use of Cash
Collateral for category items in the Contingency Line of the Budget
will be subject to the prior consent of PNC.

As adequate protection for (i) the Debtor's post-petition use of
PNC's Cash Collateral, (ii) the Debtor's postpetition use, sale or
ease of the Prepetition PNC Collateral, and (iii) the imposition of
the automatic stay, PNC was granted a replacement security interest
in and lien on all post-petition assets of the Debtor, but solely
to the extent of any actual diminution in the value of the PNC
Prepetition Collateral, and to the extent and with the same
priority in the Debtor's post-petition collateral, and proceeds
thereof, that PNC had in the Debtor's Prepetition PNC Collateral.

To the extent the adequate protection provided would be
insufficient to protect PNC's interest in and to the Cash
Collateral, PNC will have a superpriority administrative expense
claim pursuant to Section 507(b) of the Bankruptcy Code, senior to
any and all claims against the Debtor under Section 507(a) of the
Bankruptcy Code, subject to statutory fees pursuant to 28 USC
1930(a)(6).

As further adequate protection, PNC will be entitled to (i)
interest on account of the outstanding Secured Obligations, which
will accrue at the non-default rate of interest in accordance with
the amounts, time and manner set forth in the Prepetition PNC
Credit Documents, and (ii) the reasonable and documented fees,
costs and expenses incurred by PNC after the Petition Date,
including, but not limited to, attorneys' fees and expenses, which
will also accrue in accordance with the amounts, time and manner
set forth in the Prepetition PNC Credit Documents.

The Debtor is also directed to maintain casualty and loss insurance
coverage for the Prepetition PNC Collateral on substantially the
same basis as maintained prior to the Petition Date and will, if
not already done, name PNC as a loss payee.

            About Hollister Construction Services LLC

Hollister Construction Services, LLC -- http://www.hollistercs.com/
-- is a full service commercial construction company with a team
of 150+ construction professionals.  The Company's specialties
include interior and exterior renovations, building additions, and
ground up construction.  Hollister's areas of expertise include the
construction of corporate, education, healthcare, industrial,
retail, and residential projects.

Hollister Construction sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 19-27439) on Sept. 9, 2019, in Trenton, New Jersey.
In the petition signed by Brendan Murray, president, the Debtor
disclosed $100 million to $500 million in both assets and
liabilities.

The Hon. Michael B. Kaplan oversees the case.

The Debtor tapped Lowenstein Sandler as counsel; SM Law PC, as
special counsel; 10X CEO Coaching, LLC, as restructuring advisor;
and The Parkland Group, Inc., as business consultant.  Prime Clerk
serves as claims agent.



HWY 24 LUMBER: Gets Cash Collateral Access Thru May 11
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, has authorized HWY 24 Lumber & Feed, Inc. to use
cash collateral on an interim basis through May 11, 2021, in
accordance with the interim budget, with a 10% variance.

NG Solutions, LLC asserts that (a) as of December 16, 2020, the
Debtor was indebted and liable to NG Solutions under that a Note
dated May 22, 2018, executed by the Debtor and payable to the order
of Enloe State Bank, which is secured by all of the inventory,
accounts, chattel paper, whether tangible or electronic, consumer
goods, deposit accounts, equipment, fixtures, general intangibles,
instruments now owned or hereafter acquired together with all
supporting obligations, proceeds, products, software, accessories
and accessions of Highway 24. NG asserts the Note is evidenced by a
Lost Instrument Affidavit. Furthermore, the Collateral is described
in detail in the UCC Financing Statements filed on February 14,
2020, February 17, 2020, and February 18, 2020.

NG Solutions asserts the amount owed under the Loan Documents
matured by its own terms on May 22, 2019.  NG Solutions assets that
the amount, together with additional costs and fees that NG
Solutions is entitled to collect under the Loan Documents.

As adequate protection for the Debtor's use of Cash Collateral, NG
Solutions is granted valid, perfected, and enforceable replacement
liens and assignments on and first priority post-petition security
interests in all assets of the Debtor upon which NG Solutions'
liens and security interests granted in the Loan Documents would
otherwise attach under applicable non-bankruptcy law and all
proceeds, rents, products or profits thereof acquired by the Debtor
after the Petition Date.

The Replacement Liens granted are in addition to all security
interests, assignments, and liens now existing in favor of NG
Solutions and not in substitution or limitation thereof and will be
effective as of the Petition Date.

To the extent that the Replacement Liens are found by the Court to
be insufficient to provide NG Solutions with adequate protection,
NG Solutions will be granted an allowed administrative
superpriority expense claim pursuant to section 364(c)(1) of the
Bankruptcy Code.

The Debtor is also directed to maintain insurance with respect to
all of the Prepetition Collateral and Post-petition Collateral for
all the purposes and in the amounts maintained by the Debtor in
accordance with the requirements of the Loan Documents.  

A final hearing on the matter is scheduled for May 11 at 9:30 a.m.

A copy of the order is available at https://bit.ly/3uIDHSc from
PacerMonitor.com.

                 About HWY 24 Lumber & Feed, Inc.

HWY 24 Lumber & Feed, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Texas Case No. 20-42468) on Dec.
16, 2020.  At the time of filing, the Debtor disclosed less than
$50,000 in assets and up to $1 million in liabilities.

Judge Brenda T. Rhoades oversees the case.

Eric A. Liepins, P.C. serves as the Debtor's legal counsel.

NG Solutions, LLC, as Lender, is represented by Russell W. Mills.
Esq. and J. Reid Burley, Esq. at Bell Nunnally & Martin LLP.



INGERSOLL RAND: Platinum Equity Deal No Impact on Moody's Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service says the announcement on April 12, 2021
by Ingersoll Rand Inc., the parent company of Gardner Denver, Inc.,
that it entered into an agreement to sell its Club Car business is
credit positive.

Moody's views the divestiture as credit positive due to enhanced
liquidity position and capital allocation flexibility provided by
the transaction. Club Car, a manufacturer of golf, commercial and
consumer low-speed vehicles, is being sold to Platinum Equity, for
$1.68 billion. Gardner Denver's ratings are unaffected including
its Ba2 corporate family rating.

Headquartered in Davidson, North Carolina, Ingersoll Rand Inc., the
parent company of Gardner Denver, Inc., is a publicly-traded (NYSE:
IR) global manufacturer of compressors, pumps and blowers used in
general industrial, energy, medical and other markets. Pro forma
2020 annual revenues approximate $4.3 billion.


INSPIRED ENTERTAINMENT: Fitch Raises LT IDR to 'B-', Outlook Stab.
------------------------------------------------------------------
Fitch Ratings has upgraded Inspired Entertainment, Inc.'s
(Inspired) Long-Term Issuer Default Rating (IDR) to 'B-' from
'CCC+' and existing senior secured debt instrument ratings to
'B'/'RR3'/70% from 'B-'/'RR3'/70%. The Outlook is Stable.

The upgrade reflects Fitch's expectations of improved credit
metrics in 2022 and beyond, with funds from operations (FFO)
adjusted gross leverage returning to below 6.0x. This follows a
reopening of gaming and leisure venues during 2Q 2021 and limited
but sufficient liquidity to accommodate a gradual recovery until
free cash flow (FCF) turns positive in 2022. Fitch does not
incorporate further venue closures in Fitch's rating case.

The IDR also reflects the company's moderate size in a fragmented
industry, limited diversification, high exposure to land-based
operations, and continued regulatory pressure.

KEY RATING DRIVERS

Post-pandemic Recovery: Fitch forecasts EBITDA to recover to around
USD80 million in 2022, which remains around 10% below adjusted 2019
EBITDA pro-forma for the acquisition of Novomatic's UK Gaming
Technology Group (NTG) in October 2019. Fitch expects gradual
recovery on the back of continued social-distancing measures and
behaviour, as UK land-based gaming and leisure sites re-open from
mid-April and mid-May 2021, respectively. Fitch anticipates healthy
profitability with around a 15% FFO margin and on average around a
6% FCF margin from 2022 onwards.

Adequate Leverage from 2022: Fitch forecasts 2022 FFO adjusted
leverage below 6.0x (vs. above 10x expected in 2021) when trading
normalises, which is commensurate with the 'B-' rating. A weaker US
dollar has had a positive impact on the income forecast relative to
Fitch's previous projection. Fitch does not forecast a material
reduction in debt over the four-year rating horizon.

Intact Business Model: Fitch's rating case projects that Inspired's
business model will remain intact once the pandemic subsides.
Inspired has established itself in the global gaming sector as an
innovative and reliable provider of virtual, mobile and
server-based games. This enables it to win new medium-term
contracts for the supply of technology and the management of online
games and virtual sports- betting in its markets, supporting
medium-term cash flow visibility once trading resumes.

The rating also reflects its modest size, geographic concentration,
with the UK contributing a significant 76% of revenues in 2020, and
high customer concentration with the top 10 accounts comprising 60%
of 2020 revenues. Contracts coming up for renewals are somewhat
mitigated by long- term relationships, sticky contracts and a
record of contract extensions.

High Execution Risk: Fitch sees high execution risk as the business
gradually recovers in a post-pandemic environment, with limited
financial flexibility potentially restricting its growth. Fitch
expects that revenue recovery will be affected by the recessionary
environment, social-distancing restrictions and continued closures
of retail gaming venues, following the introduction of reduced
fixed-odds betting terminal GBP2 maximum stake in the UK in 2019.
It will also be affected by expected acceleration of pub closures
post- pandemic and a reduced installed base in pubs to accommodate
social-distancing requirements. Inspired has, however, demonstrated
its ability to quickly adapt its cost base in 2020 and Fitch
expects such agility to continue.

Changing Segment Mix: Fitch believes gaming-and-leisure revenues
will not recover to pre-pandemic levels over Fitch's rating horizon
with lower hardware sales on a shrinking UK estate and reduced
participation revenues as contracts come up for renewal. Revenues
will be supported by continued growth of Inspired's virtual online
and interactive segments, benefitting from growth in online betting
and gaming, and a growing customer base. Tighter regulation for
virtual and interactive represents a risk, illustrated by an ESG
Relevance Score of 4.

Limited Financial Flexibility: Financial flexibility was boosted by
USD41 million net VAT refund in 2020. This helps fund Fitch's
forecast negative FCF in 2021 and 1Q22, and Fitch expects available
liquidity to remain sufficient and ahead of previous rating case.
Fitch expects Inspired to generate negative FCF in 2021, as sales
gradually recover after the pandemic and the company starts
implementing capex. Fitch expects FFO fixed charge cover to recover
marginally above 2.0x from 2022. Slower-than-expected recovery
would put pressure on liquidity. Return of restrictions is not
factored in Fitch's rating case.

DERIVATION SUMMARY

Inspired is a moderately-sized B2B gaming technology company, with
higher EBITDAR margin and FFO capabilities than that of its larger
peer Intralot S.A. (C), which was downgraded in January 2021 due to
debt restructuring. Inspired has lower FFO adjusted gross leverage
through the cycle than Intralot under its current capital
structure.

Inspired is considerably smaller and has weaker profitability than
its global peers such as International Game Technology plc (IGT)
and Scientific Games Corporation (SGC). This, along with limited
financial flexibility, constrains Inspired's ability to compete
should these larger groups decide on aggressive marketing and
pricing policies. Inspired has a strong presence in the
fast-growing gaming software market in a diverse number of
countries.

KEY ASSUMPTIONS

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

-- Revenues of around USD180 million in 2021, then increasing
    towards USD260 million by 2024;

-- Capex of USD34million in 2021, then gradually reducing towards
    around USD30 million by 2024;

-- Fitch-adjusted EBITDA margin stabilising at around 30% from
    2022;

-- No drawings under a GBP20 million revolving credit facility
    (RCF);

-- No dividends or acquisitions over the next four years;

-- GBP/USD at 1.40 over the next four years.

Fitch's Key Recovery Rating Assumptions

Fitch assumes that Inspired would be considered a going-concern
(GC) in bankruptcy and that it would be re-organised rather than
liquidated.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
enterprise valuation. In Fitch's bespoke GC recovery analysis Fitch
considered an estimated post-restructuring EBITDA available to
creditors of around USD53 million, compared with USD47 million
previously, reflecting Fitch's 1.4 GBP/USD exchange rate
(previously 1.2). In Fitch's view bankruptcy could come as a result
of a materially delayed reopening of betting venues and/or
prolonged economic downturn combined with adverse regulatory
changes.

Fitch applied a distressed enterprise value (EV)/ EBITDA multiple
of 5x, in line with the mid-point used for the corporates universe
outside the US. In Fitch's view, the high intangible value of
Inspired's brands and high switching cost for customers leading to
satisfactory customer turnover is offset by the moderate size of
the company combined with regulatory pressure on gaming operators.
This multiple is aligned with that of comparable companies in the
same sector.

As per Fitch's criteria, the GBP20 million senior secured RCF,
assumed fully drawn at default, ranks pari passu with Inspired's
existing GBP146 million and EUR93 million senior secured notes.

After deducting 10% for administrative claims, Fitch's principal
waterfall analysis generated a ranked recovery in the 'RR3' band,
indicating a 'B' instrument rating. The waterfall analysis output
percentage on current metrics and assumptions is 70%, at the
high-end of the 'RR3' band.

RATING SENSITIVITIES

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

-- Growth in scale and EBITDA expansion, while maintaining;

-- FFO fixed charge cover above 3.0x;

-- FCF margin in high single digits;

-- FFO adjusted gross leverage below 5.0x on a sustained basis.

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

Weaker-than expected performance leading to:

-- Failure to achieve FCF break-even;

-- Continued cash drain leading to a tightening liquidity
    position;

-- FFO adjusted gross leverage above 6.5x beyond 2021.

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 Limited but Sufficient: Inspired liquidity was boosted by
a USD41 million exceptional VAT-related net income received in
2020. This led to fairly high Fitch-defined readily available cash
of USD42 million as of December 2020. However, continuing social
distancing, gradual reopening of economies combined with resumed
capex in 2021 will lead to a reduction in cash balances. Subject to
material execution risk due to the pandemic, FCF is expected to
turn positive in 2022, improving financial flexibility.

ESG CONSIDERATIONS

Inspired has an ESG Relevance Score of 4 under customer welfare -
fair messaging, privacy & data security due to increasing
regulatory scrutiny on the sector, amid greater awareness around
the social implications of gaming addiction and an increasing focus
on responsible gaming. This factor has a negative impact on the
credit profile, as already reflected in the rating, 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(ies), either due to their nature or to the way in which
they are being managed by the entity(ies).


INTEGRATED VENTURES: Partners With Wattum to Buy 4,800 Miners
-------------------------------------------------------------
Integrated Ventures Inc. has partnered with Wattum Management and
entered into a 12 Month Sales and Purchase Agreement with Bitmain
Technologies Limited to acquire 4,800 Antminer model S19J (100 Th)
digital currency miners.

Bitmain is scheduled to manufacture and ship miners on monthly
basis, in 12 equal batches of 400 units, starting on August 2021
and thru July 2022.  Partners agreed to purchase 4,800 units, on
50/50 basis, and to pay Bitmain, approximately $34,047,600.

As a part of signed agreement, Integrated Ventures has received:
(1) downside price protection for 12 months and (2) right to
replace S19JPro miners with new models, scheduled to be released in
early 2022.

The TPP is payable as follows: (i) 25% of the TPP, upon the
execution of the Sales Purchase Agreement or no later then April
19, 2021; (ii) 35% of the TPP, is due by May 30, 2021; and (iii)
the remaining 40%, is due on monthly basis, starting on June 2021.

In addition to Bitmain order, the Company has purchased 150
WhatMiners, valued at $1,078,000.  These miners will be installed
in container facility, connected to a major power plant, located in
Kennerdell, PA and managed by Wattum.

Details on both purchase orders are below:

PO-1/Bitmain Order:

   * Antminer S19JPro - 100TH
   * Shipping Schedule: August, 2021 - June, 2022
   * Total Qty: 4,800
   * Total Purchase Price: $34,047,600

PO-2/WhatsMiner Order:

   * WhatsMiner M31S - 82TH
   * Shipping Schedule: May 15, 2021
   * Total Qty: 150 units
   * Total Purchase Price: $1,078,000

Steve Rubakh, CEO of Integrated Ventures, Inc., provides the
following commentary: "The Company is very pleased to secure this
large scale purchase agreement, especially during a period of
scarce supply of mining hardware.  Going forward, INTV is committed
to deploy any raised capital for purchases of the mining equipment.
This purchase effectively doubles INTV's hash rate and represents a
major step in INTV's strategic growth plan, resulting in
significant increase of the Company's projected revenue growth
rate.

Below is detailed shipping schedule for all in-coming mining
equipment for the rest of 2021:

   * 300 Avalons/model 1166Pro/assorted 75TH-82TH - April delivery
   * 150 WhatsMiners/model M31S/82TH - May delivery
   * 200 Antminers/model S19JPro/100TH - August delivery
   * 250 Avalons/model 1166Pro/75TH-82TH - August delivery
   * 200 Antminers/model S19JPro/100TH - September delivery
   * 200 Antminers/model S19JPro/100TH - October delivery
   * 200 Antminers/model S19JPro/100TH - November delivery
   * 200 Antminers/model S19JPro/100TH - December delivery.

By the end of December 2021, at minimum, the Company will own and
operate over 2,000 miners.  Based on BTC pricing of $60,000, the
projected and unaudited mining revenues for next 12 months, once
all units are connected are expected to be in range of $19,000,000
and $21,000,000 million dollars."

Arseniy Grusha, CEO of Wattum Management, Inc., adds the following:
"We are pleased to partner with INTV and to be an integral part of
12 month Sales & Purchase Agreement with Bitmain Technologies
Limited, to jointly acquire 4,800 units of S19JPro - one of the
most efficient miners available on the market.  Both companies are
focused on expanding their mining and hosting operations, by
launching multiple data centers and mobile mining farms.  We are
looking forward to a mutually beneficial and long term cooperation
with goal of establishing Integrated Ventures and Wattum as leaders
in rapidly growing North American cryptocurrency market."

Integrated Ventures reported a net loss of $1.08 million for the
year ended June 30, 2020, compared to a net loss of $9.51 million
for the year ended June 30, 2019.

Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
Sept. 23, 2020, citing that since inception, the Company has
suffered net losses that have resulted in an accumulated deficit
and stockholders' deficit, which 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/1520118/000147793220005565/intv_10k.htm

                  About Integrated Ventures Inc.

Integrated Ventures operates as technology holdings Company with
focus on cryptocurrency sector.  For more information, please visit
company's website at www.integratedventuresinc.com


INTELSAT S.A.: Wilmer, Zemanian 2nd Update on Noteholder Group
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Wilmer Cutler Pickering Hale and Dorr LLP and
Zemanian Law Group submitted a second amended verified statement to
disclose an updated list of Ad Hoc Group of Secured Noteholders
that they are representing in the Chapter 11 cases of Intelsat
S.A., et al.

In January 2021, certain members of the Ad Hoc Group retained
Wilmer Cutler Pickering Hale and Dorr LLP to represent them in
connection with the chapter 11 cases of the above-captioned debtors
and debtors-in-possession. Also in January 2021, certain members of
the Ad Hoc Group retained Zemanian Law Group to serve as Virginia
local counsel with respect to such matters.

On January 21, 2021, the Ad Hoc Group filed its Verified Statement
of the Ad Hoc Group of Secured Noteholders Pursuant To Bankruptcy
Rule 2019 [Docket No. 1345].

On March 11, 2021, the Ad Hoc Group filed its Amended Verified
Statement of the Ad Hoc Group of Secured Noteholders Pursuant To
Bankruptcy Rule 2019 [Docket No. 1614], reflecting that two
additional members had joined the Ad Hoc Group, and additionally,
that the disclosable economic interests in relation to the Debtors
held or managed by certain members of the Ad Hoc Group had
changed.

Since the filing of the Amended Statement, the disclosable economic
interests in relation to the Debtors held or managed by certain
members of the Ad Hoc Group has changed. Accordingly, pursuant to
Bankruptcy Rule 2019, the Ad Hoc Group submits this Second Amended
Statement.

As of April 14, 2021, members of the Ad Hoc Group and their
disclosable economic interests are:

Aristeia Capital LLC
One Greenwich Plaza 3rd Floor
Greenwich, CT 06830

* 2022 Jackson Secured Notes: $30,000,000.00
* 2024 Jackson Secured Notes: $11,925,000.00
* DIP Loans: $5,790,384.00

Bardin Hill Investment Partners LP
299 Park Avenue 24th Floor
New York, NY 10171

* 2022 Jackson Secured Notes: $61,451,000.00

Citadel Advisors LLC
520 Madison Avenue, 17th Floor
New York, NY 10022

* 2023 Intelsat 5.5% Notes: $8,000,000
* Jackson Term Loans: $29,729,362.00

HBK Services LLC
2300 North Field Street Suite 2200
Dallas, TX 75201

* 2022 Jackson Secured Notes: $83,879,000.00
* 2024 Jackson Secured Notes: $211,468,000.00
* DIP Loans: $7,532,989.00
* Jackson Term Loans: $79,653,267.00

VR Advisory Services, Ltd.
300 Park Avenue 16th Floor
New York, NY 10022

* 2022 Jackson Secured Notes: $12,128,000.00
* DIP Loans: $751,822.06

Weiss Asset Management LP
222 Berkeley Street, 16th Floor
Boston, MA 02116

* 2022 Jackson Secured Notes: $15,000,000.00

Counsel to the Ad Hoc Group of Secured Noteholders can be reached
at:

          Philip D. Anker, Esq.
          Lauren R. Lifland, Esq.
          Salvatore M. Daniele, Esq.
          WILMER CUTLER PICKERING HALE AND DORR LLP
          7 World Trade Center
          250 Greenwich Street
          New York, NY 10007
          Telephone: (212) 230-8800
          Facsimile: (212) 230-8888
          E-mail: philip.anker@wilmerhale.com
                  lauren.lifland@wilmerhale.com
                  sal.daniele@wilmerhale.com

          Benjamin W. Loveland, Esq.
          WILMER CUTLER PICKERING HALE AND DORR LLP
          60 State Street
          Boston, MA 02109
          Telephone: (617) 526-6641
          Facsimile: (617) 526-5000
          E-mail: benjamin.loveland@wilmerhale.com

              - and -

          Peter G. Zemanian, Esq.
          Paul A. Driscoll, Esq.
          ZEMANIAN LAW GROUP
          223 E. City Hall Ave.
          Suite 201
          Norfolk, VA 23510
          Telephone: (757) 622-0090
          E-mail: pete@zemanianlaw.com
                  paul@zemanianlaw.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/32kJLo0

                       About Intelsat S.A.

Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers.  The
Company is also a provider of commercial satellite communication
services to the U.S. government and other select military
organizations and their contractors.  The Company's administrative
headquarters are in McLean, Virginia, and the Company has extensive
operations spanning across the United States, Europe, South
America, Africa, the Middle East, and Asia.

Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020.  The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer.  At
the time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.

Judge Keith L. Phillips oversees the cases.  

The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider.  Stretto
is the claims and noticing agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 27, 2020.  The committee tapped Milbank LLP and
Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as
financial advisor; Moelis & Company LLC as investment banker; Bonn
Steichen & Partners as special counsel; and Prime Clerk LLC as
information agent.


INTELSAT SA: Creditors Fight Noteholders' Bid to Seize FCC Payment
------------------------------------------------------------------
Alex Wolf of Bloomberg News reports that Intelsat SA and creditors
of the bankrupt satellite company's asset-holding subsidiary urged
a court to shut down some noteholders' litigation attempts to seize
a potential $4.8 billion FCC payment.

Intelsat stands to earn up to nearly $5 billion before December
2025 in “relocation payments" for handing over its so-called
"C-Band" spectrum to the Federal Communications Commission for 5G
wireless service. But those funds ultimately belong to Intelsat’s
license-holding subsidiaries, not the bankrupt parent, Intelsat
told the U.S. Bankruptcy Court for the Eastern District of Virginia
in a filing Wednesday, April 14, 2021.

                       About Intelsat S.A.

Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. It is
also a provider of commercial satellite communication services to
the U.S. government and other select military organizations and
their contractors.  The company's administrative headquarters are
in McLean, Virginia, and the Company has extensive operations
spanning across the United States, Europe, South America, Africa,
the Middle East, and Asia.

Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020.  The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer. At the
time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.

Judge Keith L. Phillips oversees the cases.

The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider. Stretto
is the claims and noticing agent.

The U.S. Trustee for Region 4 appointed an official committee of
unsecured creditors on May 27, 2020. The committee tapped Milbank
LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting,
Inc. as financial advisor; Moelis & Company LLC as investment
banker; Bonn Steichen & Partners as special counsel; and Prime
Clerk LLC as information agent.


ION GEOPHYSICAL: S&P Lowers ICR to 'SD', Cuts Debt Rating to 'D'
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
seismic company ION Geophysical Corp. to 'SD' (selective default)
from 'CC'. S&P lowered its issue-level rating on the company's
notes due 2021 to 'D' from 'CC'. S&P will reassess the issuer
credit rating on ION and the issue rating on its new debt in the
next few weeks.

S&P said, "We lowered our ratings after ION completed the exchange
of its $121 million 9.125% second-lien senior secured notes due
December 2021 for a combination of cash and new 8% second-lien
senior convertible notes due December 2025.We view the transaction
as distressed and tantamount to a default. That's given our views
of: (1) a high likelihood of a conventional default without the
transaction, given the sizable maturity in December, the company's
less-than-adequate liquidity, and our forecast for weak exploration
and production (E&P) capital spending; and (2) secured bondholders
receiving less than what was originally promised. Although the
exchange offer is at par and includes an upfront cash payment, we
believe the transaction offers the debtholders less than they were
originally promised given the four-year maturity extension, lower
interest rate, and potential conversion to equity.

"We plan to reevaluate the issuer credit rating in the near term
based on our conventional assessment of default risk.Our review
will focus on the long-term viability of the company's capital
structure and liquidity position amid challenging industry
conditions for the oilfield services industry."



JASON'S HAULING: Wins Cash Collateral Access Thru April 21
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has authorized Jason's Hauling, Inc., to use cash
collateral on an interim basis pending a further hearing to be
conducted by the Court on April 21, 2021 at 10 a.m.

The Debtor is authorized, through the date of the Continued
Hearing, to use Cash Collateral including, without limitation,
cash, deposit accounts, accounts receivable, and proceeds from its
business operations in accordance with the budget, so long as the
aggregate of all expenses for each week do not exceed the amount in
the Budget by more than 10% for any such week on a cumulative
basis.

As adequate protection with respect to the interests of Commercial
Credit Group, Inc., 1 West, Pearl, Flash and the U.S. Small
Business Administration in the Cash Collateral, the Interested
Parties are granted a replacement lien in and upon all of the
categories and types of collateral in which they held a security
interest and lien as of the Petition Date to the same extent,
validity, and priority that they held as of the Petition Date.

As additional adequate protection for CCG's interest in the Cash
Collateral and Specific Collateral, the Debtor will pay the monthly
adequate protection payments set forth in the separate Agreed Order
on Commercial Credit Group, Inc.'s Motion for Relief from the
Automatic Stay or for Adequate Protection, to be entered by the
Court following entry of the Order.

The Debtor is also directed to maintain insurance coverage for the
Collateral in accordance with the obligations under the loan and
security documents.

A copy of the order and the Debtor's 13-week budget through the
week of July 2 is available for free at https://bit.ly/3tt74aS from
PacerMonitor.com.

The Debtor expects to end the 13-week period with $98,842 in cash.

                   About Jason's Hauling, Inc.

Jason's Hauling, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00843) on Feb. 23,
2021.  Jason's Hauling President H. Jason Freyre, Jr. signed the
petition.  In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.

Judge Michael G. Williamson oversees the case.

The Debtor is represented by Scott A. Stichter, Esq., at Stichter,
Riedel, Blain & Postler, P.A.  Todd C. Frankel, an independent
contractor based in Tampa, Fla., serves as the Debtor's chief
financial officer.



KRATON CORP: S&P Alters Outlook to Positive, Affirms 'B+' ICR
-------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from negative
and affirmed its 'B+' issuer credit rating on Kraton Corp. S&P also
affirmed all its issue-level ratings on Kraton. The recovery
ratings are unchanged.

S&P said, "The positive outlook reflects that we could upgrade
Kraton if we believe an improvement in earnings, without a material
increase in debt, is sustained over the next couple quarters to a
year.

"The outlook revision reflects Kraton's better-than-anticipated
performance over the past several quarters and our view that its
credit metrics have the potential to strengthen over the next year
or two if debt levels do not increase substantially from current
levels. A decline in debt over the past year, in addition to the
refinancing of its ABL and unsecured notes, has contributed to our
view that credit measures will be at the high end of our
expectations at the current rating over the next 12 months. We now
anticipate the ratio of funds from operations (FFO) to total debt
will approach 20% over the next two years on a weighted-average
basis. We expect combined earnings from its three major geographic
regions--the Americas; Europe, Middle East, and Africa (EMEA); and
Asia-Pacific (APAC)--will continue to recover and grow by
mid-single-digit percent in 2021.

"We continue to view Kraton's EBITDA margins as being in the middle
of the range of chemical margins, its earnings as being susceptible
to some volatility in commodity input costs, and some seasonality
in its polymer segment. We believe there is some constraints on its
ability to pass on cost increases during cyclical downturns. The
company remains exposed to potentially sharp fluctuations in raw
material costs in the polymer segment including butadiene, styrene,
and isoprene and crude tall oil (CTO) and crude sulfate turpentine
(CST) in the chemical segment. However, Kraton is able to largely
mitigate these impacts through successful price actions. The
company benefited from a decline in input costs in the economic
downturn in 2020 and some of the company's end markets, including
its medical, personal care, and adhesives end markets, held up well
during the economic downturn of 2020. The company will continue to
benefit from leading market positions in both hydrogenated and
unhydrogenated styrene block copolymers and as a leading supplier
of environmentally friendly pine-based specialty chemicals. Other
strengths include Kraton's good geographic diversity of revenue and
its low customer concentration.

"The positive outlook on Kraton reflects our expectations for
stable debt levels, earnings improvement, and stable to
strengthening credit metrics over the next year. We project
Kraton's metrics such as weighted-average FFO to debt to approach
20% over the next couple years. Our base-case scenario does not
consider any increases in debt for shareholder rewards or
acquisitions. We assume the company will be able to maintain it
moderate EBITDA margins while slowly expanding EBITDA. We base
these assumptions on our belief that demand in key end markets will
recover faster than our previous expectations in the U.S., EMEA,
and APAC. Furthermore, the company fully paid down the
dollar-denominated tranche of its first-lien term loan in 2020
using the proceeds from the sale of its Cariflex business. However,
we would like to see that management is committed to maintaining
leverage at these improved levels for an upgrade. Furthermore, our
base case assumes earnings will strengthen in 2021 from improved
pricing for some of Kraton's products that likely hit their trough
in 2019.

"We could revise the outlook to stable if an increase in EBITDA
does not materialize in the first few quarters of 2021 or if
earnings weaken, which could put pressure on demand across Kraton's
segments. Alternatively, earnings could be weaker in 2021 if raw
material costs spike unexpectedly or if prices for the company's
products in its CST chain do not improve. We could lower the rating
within the next 12 months if these scenarios cause FFO to debt to
drop below 12% for a sustained period. We could also lower the
ratings if, against our expectations, the company undertook more
aggressive financial policies such as a large debt-funded
acquisition or shareholder rewards, which would hurt credit
measures. We could revise the outlook to stable if we expected FFO
to debt to remain in the 12%-20% range.

"We could raise the rating within the next 12 months if we believed
FFO to debt were to hit or exceed 20%. In such a scenario, we would
expect EBITDA margins to expand 150 basis points from our
expectations, if management strategy remains in line with our
assumptions. Earnings growth of the remaining business in line with
its commitment to lower leverage levels is necessary for a
potential upgrade. Before considering an upgrade, we would like to
gain clarity that the company's financial policies and growth
initiatives would support maintaining these credit measures."


KUEHG CORP: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed KUEHG Corp.'s ("KinderCare")
Caa1 Corporate Family Rating and Caa1-PD Probability of Default
Rating. Concurrently, Moody's affirmed the B3 rating on the
company's first lien senior secured credit facilities (revolver and
term loan) and the Caa3 rating on the second lien senior secured
term loan. The outlook is revised to stable from negative.

The revision of the outlook to stable from negative reflects
Moody's expectation that operating performance including enrollment
and center occupancy rates will continue to recover in 2021 as a
higher share of the public receives vaccinations and the
coronavirus pandemic subsides. KinderCare's lease adjusted
debt-to-EBITDA leverage stood at about 9.2x for the LTM period as
of year end 2020 and Moody's expects it will decline to about 7.0x
over the next 12 to 18 months. The revision also reflects Moody's
expectation of adequate liquidity over the next year. The company
had about $53 million of cash at year end 2020 and access to an
undrawn $115 million revolver due 2023 ($56 million available net
of $59 million letters of credit). This, along with the remaining
$25 million preferred equity from its sponsor, will be sufficient
to fund the negative free cash flow of about $10 million to $20
million in FY21 (based on Moody's projection). The sponsor
supported the company in 2020 with an additional $50 million of
first lien debt (with pay-in-kind interest) as well as a commitment
for $50 million of preferred equity, of which $25 million was
funded in July 2020 and $25 million is still available for
KinderCare. Moody's baseline assumption also favorably expects
continued funding from government support programs for the
childcare industry due to the Covid-19 pandemic through at least
the first half of FY21 at levels similar to second half of 2020.
Moody's expects the company will be able to return to modestly
positive free cash flow generation in FY22.

Moody's took the following rating actions:

Ratings Affirmed:

Issuer: KUEHG Corp.

Corporate Family Rating, affirmed Caa1

Probability of Default Rating, affirmed Caa1-PD

Senior Secured First Lien Bank Credit Facility (Revolver and Term
Loan), affirmed B3 (LGD3)

Senior Secured Second Lien Term Loan, affirmed Caa3 (LGD5)

Outlook Actions:

Issuer: KUEHG Corp.

Outlook, revised to Stable from Negative

RATINGS RATIONALE

KinderCare's Caa1 CFR reflects high leverage with Moody's lease
adjusted debt-to-EBITDA of about 9.2x for the trailing twelve
months as of year end 2020. Moody's expects debt-to-EBITDA leverage
will decline to about 7.0x over the next 12 to 18 due to an
earnings rebound as the childcare industry continues to gradually
restore enrollment and utilization as it recovers from the
coronavirus pandemic. The rating is also constrained by the
cyclical, highly fragmented and competitive nature of the
child-care and early childhood education industry. KinderCare will
remain dependent on government support for the childcare industry
that materially reduced the company's cash burn in 2020 and will
again limit cash flow deficient in 2021. The rating also reflects
event and financial policy risk due to private equity ownership.
However, the rating is supported by the company's large scale
within the childcare and early childhood education industry, broad
geographic diversity within the U.S., and well-recognized brands.
The rating also incorporates the favorable long term demographic
social factor related to increasing percentage of dual income
families as well as increased focus on early childhood education.

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
KinderCare 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. Moody's regard the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Specifically, the weaknesses in KinderCare's credit profile,
including its exposure to discretionary consumer spending have left
it vulnerable to shifts in market sentiment in these unprecedented
operating conditions and the company remains vulnerable to the
ongoing coronavirus pandemic and social distancing measures.
Moody's expects the coronavirus concern for the childcare industry
will start to subside in the second half of 2021 once a growing
share of the public has been vaccinated.

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

The stable outlook reflects Moody's view that KindeCare's leverage
will decline to about 7.0x debt-to-EBITDA over the next 12 to 18
months because of a recovery in enrollments and continued
government support for the childcare industry. The stable outlook
also reflects Moody's expectation for adequate liquidity over the
next year including access to an undrawn $115 million revolver ($56
million availability net of letter of credit) and expectation for
positive free cash flow in FY22.

The ratings could be upgraded if the company resumes organic
revenue and EBITDA growth, reduces reliance on government support,
and maintains Moody's lease adjusted debt-to-EBITDA leverage below
6.5x. KinderCare would also need to maintain good liquidity
including positive free cash flow generation to be upgraded.

The ratings could be downgraded if there is further deterioration
of enrollment, pricing, or operating performance, leverage
increases due to earnings declines, debt-funded acquisitions or
shareholder distributions, or if liquidity weakens. A reduction or
elimination of government support without a concurrent improvement
in internally generated EBITDA and free cash flow could also lead
to a downgrade.

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

Based in Portland, Oregon, KinderCare Education is a large scale
for-profit provider of child-care and education services in the
U.S. As of December 31, 2020, the company operated about 1,468
community-based and employer-sponsored early childhood education
and care centers in 39 states and District of Columbia. The company
also offers before and after-school care under the name of
Champions at about 415 sites in 20 states. The company has been
owned by Partners Group since 2015. Revenue was approximately $1.4
billion in 2020.


L BRANDS: Moody's Hikes CFR to Ba3 Following Debt Repayment
-----------------------------------------------------------
Moody's Investors Service upgraded L Brands, Inc. corporate family
rating to Ba3 from B2 and its probability of default rating to
Ba3-PD from B2-PD. The company's existing senior unsecured
guaranteed notes were also upgraded to Ba3 from B2 and the senior
unsecured unguaranteed notes were upgraded to B2 from Caa1. The
speculative grade liquidity rating was upgraded to SGL-1 from
SGL-2. The outlook was changed to stable from positive.

The upgrade reflects governance considerations particularly L
Brands $1 billion debt repayment including the $750 million of
senior secured notes which were issued at the onset of the
pandemic. The company, which curtailed share repurchases and
dividends at the onset of the pandemic, has returned to a balanced
financial policy with a dividend that is approximately half the
size it was prior to the pandemic despite its outsized performance
and a $500 million share repurchase authorization. The upgrade in
its Speculative Grade Liquidity rating to SGL-1 from SGL-2 reflects
the company's significant excess cash of $3.9 billion at fiscal
year end (before the $1 billion planned debt reduction) and
expected free cash flow generation in 2021 with no mandatory debt
maturities over the next 12-18 months.

Upgrades:

Issuer: L Brands, Inc.

Probability of Default Rating, Upgraded to Ba3-PD from B2-PD

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

Corporate Family Rating, Upgraded to Ba3 from B2

GTD Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
(LGD3) from B2 (LGD4)

Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD6)
from Caa1 (LGD6)

Outlook Actions:

Issuer: L Brands, Inc.

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

L Brands' Ba3 CFR is supported by its strong Bath & Body Works
operations, which generate significant free cash flow and improving
operations at Victoria's Secret. L Brands benefits from significant
scale with January 30, 2021 fiscal year end revenues of about $11.8
billion. The rating is also supported by very good liquidity as it
has improved its operational performance and reduced debt and
extended debt maturities. L Brands has benefited from strong
inventory management which supported improved merchandise margins
at both of its divisions in 2020. Faster turns have historically
enabled the company to ensure product freshness and higher
inventory turns relative to other specialty retail operators. The
company remains focused on decentralizing its business with the
ultimate goal of separating its two divisions.

The stable outlook reflects that outsized performance of Bath and
Body Works has benefitted from significant tailwinds from a change
in consumer spending caused by COVID-19, which although expected to
normalize is expected to remain solid. The recent improvement in
operations at Victoria's Secret is expected to continue. The stable
outlook also reflects Moody's expectation that the company will
continue to maintain a balanced financial policy.

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

Ratings could be upgraded if the company increases its revenue
scale, demonstrates consistent organic revenue growth and operating
margin expansion, while debt/EBITDA is sustained below 2.75x and
EBIT/interest expense approaching 4.0x. A ratings upgrade will also
require the company to maintain at very good liquidity, and Moody's
expectations of balanced financial policies that support credit
metrics at those levels.

Ratings could be downgraded if the company's operating performance
deteriorates with consistent revenue declines or profit margin
deterioration, if debt/EBITDA is sustained above 3.75x, or if
liquidity weakens following the company's failing to generate free
cash flow as anticipated or the ABL revolver is drawn more than
expected. Ratings could also be downgraded if financial policies
become more aggressive, including undertaking a large debt-financed
acquisition or dividend distribution that materially increases
financial leverage.

Headquartered in Columbus, Ohio, L Brands, Inc. operates 2,669
company-owned specialty stores in the United States, Canada, and
Greater China, and its brands are also sold in 746 franchised
locations worldwide as of January 30, 2021. Its brands include
Victoria's Secret, Bath & Body Works, and PINK.

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


LAKE CHARLES: Howard Buying Immovable Assets & Leases for $10.5MM
-----------------------------------------------------------------
Lake Charles Center, LLC, asks the U.S. Bankruptcy Court for the
Western District of Louisiana to authorize the sale to Mohammed
"Mo" Howard for $10.5 million, subject to overbid of the following:
Immovable property more particularly described on Exhibit 1, leases
described on Exhibit 2, and any and all of the Debtor's funds,
money, money's equivalent, cash, accounts, deposits, deposit
accounts, insurance proceeds, rent or lease proceeds, or anything
defined as "Cash collateral" the genesis of which was the Debtor,
Debtor's property, leases, rights, claims, or insurance policies,
held by McReif Subreit, LLC, or any of its agents, banks,
representatives, Stirling Properties, or other entity or person
acting on behalf of McReif.

It is rather obvious that the chapter 11 proceeding was filed in an
uncertain, turbulent, and tumultuous time as a result of the COVID
pandemic.  Lake Charles Center was adversely affected by Forever
21's bankruptcy filing, which left a large space in the shopping
center vacant along with a claim for unpaid rent.  Additionally,
the Property was severely damaged by two hurricanes which struct
the Lake Charles area in the second half of 2020.

The Property is subject to, on information and belief, a first
mortgage in favor of McReif.  McReif foreclosed its mortgage and
the LCC filed a petition for relief on the eve ofthe sheriff sale.
These negotiations failed to produce a workable solution.  

The Company also sought an infusion of equity capital.  The owners
were unable to provide additional equity capital.

As of the Petition Date, the Company did not have control of its
cash and if it did those funds may not be sufficient to operate its
business and pay operating expenses.

The Debtor's income stream is being directed to the keeper
appointed in the state court foreclosure.  All rent/lease proceeds
as well as proceeds from casualty insurance claims are the cash
collateral ofMcReif.  Furthermore, McReif, through the keeper,
controls lockboxes for the Company's receivables and incoming
proceeds from collections were insufficient to maintain
operations.

McReif, it is anticipated, will file a motion seeking to have the
keeper made custodian pursuant to 11 U.S.C. Section 543.  It may
have filed such motion by the time the Motion is filed.  It McReif
filed a Motion to Dismiss the case which is fixed for hearing on
April 7, 2021.  

As a condition to continuing the hearing on the Motion to Dismiss
to another date, the Company and McReif agreed that LCC would
comply with the following milestones: (i) the Debtor will file a
motion with the Court requesting entry of an order approving the
sale of the Property and providing for McReif's right to "credit
bid" for all or any portion of the Assets; and (ii) on or before
the date 60 days after March 23, 2021, the Court will have entered
an Order approving the Sale.

The Company agreed to these Milestones because the Company believes
such Milestones will expedite a sale process that is necessary,
limit any loss of collateral value, and allow the Company to
continue operating as a going concern for the benefit ofthe estate
and all interested parties through the sale process.

The Movant have presented the Motion to McReif, and it has
indicated that it does not intend to object to the sale
contemplated.

MHoward has made an opening offer to purchase the Property in the
amount of $10.5 million.  Any higher bid must in US Dollars in an
amount equal to 10% of the opening bid plus $25,000 and offered in
certified funds.  Proof of ability to close acceptable to the
Debtor and McReif must be presented in the form of an irrevocable
letter of credit or deposit in the amount of the purchase price in
certified funds payable jointly to Lake Charles Center LLC and
McReif Subreit LLC.

The timely receipt of a properly offered higher bid will trigger an
auction at the Court, Courtroom of Hon. John Kolwe, Lafayette,
Louisiana.  Any higher bid along with the deposit must be received
by 4:00 p.m. (PT), seven days prior to the hearing date of this
motion which hearing date is April 27, 2021, (which makes the bid
deadline April 20, 2021).  Any bid, or bids must be made in writing
and delivered with the deposit to Bradley Drell, 2001 MacArthur Dr,
Alexandria, LA 71301, with a copy of the bid to H. Kent Aguillard
at 141 S. 6th St., Eunice, A. 70535, and to J. David Andress, 120
Rue Beauregard, Suite 205, Lafayette, LA, 70508, respectively.  Any
increases in bid amount must be made in increments of $25,000.

The proceeds of the sale of the Property will be paid to McReif or
its designee at closing.  McReif is entitled to credit bid at the
auction.  It has further agreed to pay $50,000 cash to the Debtor
for further payment to Mr. Aguillard's firm for his services, as
approved in the relevant application to employ Aguillard, and this
payment will be considered a carve out in the event of a credit
bid.  If the credit bit is not the winning bid, the $50,000 will be
added to the balance owed McReif.  There will be no Breakup Fee.

The Movant is requesting authority to sell the Property of the
Debtor described to the highest bidder free and clear of any
privileges, liens, claims, judgments, and encumbrances.  

Finally, the Movant asks the Court to waive and abrogate the 14-day
stay imposed by Bankruptcy Rules 6004 and 6006.

A copy of the Exhibits is available at https://tinyurl.com/2me2eeuc
from PacerMonitor.com free of charge.

                    About Lake Charles Center

Lake Charles Center, LLC, a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)), sought Chapter 11
protection (Bankr. W.D. La. Case No. 21-20057) on Mar. 9, 2021.
Michael D. Kimble, member and manager, signed the petition.  In
the
petition, the Debtor disclosed $10 million to $50 million in both
assets and liabilities.

Judge John W. Kolwe oversees the case.

The Debtor tapped J. David Andress, Esq., at Andress Law Firm, LLC
as legal counsel and H. Kent Aguillard, Esq., as special counsel.



LAROSE HOSPITALITY: Wins Cash Collateral Access Thru April 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas, Lufkin
Division, has authorized LaRose Hospitality, LLC, to use cash
collateral on a final basis in accordance with the budget through
April 30, 2021, with a 10% variance.

The Debtor requires the use of cash collateral to continue the
operation of its business. Without the funds, the Debtor will not
be able to pay its direct operating expenses and obtain goods and
services needed to carry on its business during this sensitive
period in a manner that will avoid irreparable harm to the Debtor's
estate.

As adequate protection for the Debtor's use of cash collateral, Red
Oak Capital Fund II, LLC, the Secured Lender, is granted
replacement liens and security interests. The replacement liens
granted to the Secured Lender in the Order are automatically
perfected without the need for filing of a UCC-1 financing
statement with the Secretary of State's Office or any other such
act of perfection.

The Debtor is ordered to deposit all its cash accounts and all
accounts receivable collections in a separate cash collateral
account and maintain insurance on the Secured Lender's collateral
and pay taxes when due.

The Debtor will also pay to the Secured Lender $15,000 per month on
or before the 5th of every month while any cash collateral order is
in effect.

The Court says no third party will remove funds from the Debtor's
bank accounts on account of a pre-petition debt, without an order
from the Court including but not limited to Green Capital, IBX,
Streamlined Consultants, Inc., and IRM Ventures Capital, LLC.

The events that constitute an Event of Default are: (a) entry of an
order converting the Debtor's chapter 11 case to a case under
chapter 7 of the Bankruptcy Code; (b) entry of an order dismissing
the chapter 11 case of the Debtor; (c) failure of the Debtor to
comply with the terms, conditions or covenants contained in the
Order, provided, however, the Debtor will have five business days
after a written notice of default to the Debtor, which may be
delivered by e-mail to the Debtor's counsel, to cure such default,
and Notice of Default will only be necessary twice during the term
of the order; and when the two Notice of Default have been issued,
an Event of Default may occur with no notice or opportunity to
cure; or (d) entry of an order appointing a chapter 11 trustee or
an examiner.

A copy of the order and the Debtor's budget is available for free
at https://bit.ly/32n71Sk from PacerMonitor.com.

The Debtor projects total expenses of $$75,468 and net income of
$1,112.

                     About Larose Hospitality

Larose Hospitality, LLC operates the Holiday Inn Express & Suites
in Livingston, Texas.

Larose Hospitality filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
21-90034) on Feb. 24, 2021.  At the time of filing, the Debtor had
between $1 million and $10 million in both assets and liabilities.


Judge Joshua P. Searcy oversees the case.

The Debtor is represented by Joyce W. Lindauer Attorney, PLLC.   

Henry Thomas Moran is the Subchapter V trustee appointed in the
Debtor's Chapter 11 case.



LATAM BONDHOLDERS: White & Castle Represents LATAM Bondholders
--------------------------------------------------------------
In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the
law firm of White & Case LLP submitted a fourth verified statement
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to
disclose that they are representing the Ad Hoc Group of LATAM
Bondholders.

The Ad Hoc Group of certain holders of the 6.875% Senior Notes due
2024 and 7.00% Senior Notes due 2026, each issued by LATAM Finance
Limited, and the Series A Local Bonds due 2028, Series B Local
Bonds due 2028, Series C Local Bonds due 2022, Series D Local Bonds
due 2028, and the Series E Local Bonds due 2029.

As of April 15, 2021, members of the Ad Hoc Group of LATAM
Bondholders and their disclosable economic interests are:

140 Summer Partners LP
1450 Broadway 28th Floor
New York, NY 10018

* Holder of $12,505,000 of 2024 Bonds, $26,267,000 of 2026 Bonds,
  other unsecured claims of $5,000,000, and 1,173,119 shares of
  common stock

Avenue Capital Management II, L.P.
11 West 42nd Street, 9th Floor
New York, NY 10036

* Holder of $7,550,000 of 2024 Bonds, $500,000 of 2026 Bonds,
  $20,615,000 in 2023 EETCs, $1,000,000 in 2027 EETCs, and
  $107,955,000 in other unsecured claims

Aurelius Capital Management, L.P.
535 Madison Avenue, 31st Floor
New York, NY 10022

* Holder of $24,720,000 of 2024 Bonds, $24,920,000 of 2026 Bonds,
  and 100 shares of common stock

BICE VIDA Compañía de Seguros S.A.
Av. Providencia 1806, Metropolitana
Chile Santiago, Region

* Holder of $750,000 of 2024 Bonds

Caius Capital LLP
135-137 New Bond Street
London, W1S 2TQ

* Holder of $25,719,000 of 2024 Bonds and $22,943,000 of 2026
  Bonds

Canyon Capital Advisors LLC
2000 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067

* Holder of $65,910,000 of 2024 Bonds and $41,640,000
  of 2026 Bonds

Centerbridge Partners L.P.
375 Park Avenue
New York, NY 10152

* Holder of $10,961,000 of 2024 Bonds, $9,069,000 of 2026 Bonds,
  $30,000,000 in Tranche A DIP Commitments, $16,000,000 in Tranche
  C DIP Commitments, and other unsecured claims of $2,066,790

Citigroup Global Markets, Inc.
388 Greenwich St., Tower Building
New York, NY 10013

* Holder of $8,618,000 of 2024 Bonds, $18,533,000 of 2026 Bonds,
  $234,504 of 2023 EETCs, $19,016,772 of 2027 EETCs, $24,750,000
  of the Revolving Credit Facility,3 and other unsecured claims of
  $80,760,010

Compania de Seguros Confuturo S.A.
Av. Apoquindo 6750, Piso 19
Las Condes, Region Metropolitana, Chile

* Holder of $5,000,000 of 2026 Bonds

Corvid Peak Capital Management, LLC
299 Park Ave., 13th Floor
New York, NY 10171

* Holder of $2,000,000 of 2024 Bonds and $1,064,000 of 2026 Bonds

D.E. Shaw Galvanic Portfolios, L.L.C.
1166 Avenue of the Americas
New York, NY 10036

* Holder of $1,000,000 of 2026 Bonds

Diameter Capital Partners, LP
24 W 40th Street, 5th Floor
New York, NY 10018

* Holder of $51,719,000 of 2024 Bonds, $37,540,000 of 2026 Bonds,
  $51,700,000 of the 2027 EETCs, $12,000,000 of Tranche A DIP
  Commitments, and $5,000,000 of Tranche C DIP Commitments

DSC Meridian Capital LP
888 Seventh Ave.
New York, NY 10016

* Holder of $5,395,000 of 2024 Bonds and $5,502,000 of 2026 Bonds

Grosvenor Capital Management, L.P.
900 North Michigan Avenue, Suite 1100
Chicago, IL 60611

* Holder of $34,930,000 of 2024 Bonds and $13,180,000 of 2026
  Bonds

King Street Capital Management, L.P.
299 Park Avenue, 40th Floor
New York, NY 10171

* Holder of $10,000,000 of 2024 Bonds, $35,000,000 of 2026 Bonds,
  $5,000,000 of Tranche A DIP Commitments, $5,000,000 of Tranche C
  DIP Commitments, and $41,142,645 of other unsecured claims

Livello Capital Management LP
1 World Trade Center, 85th Floor
New York, NY 10007

* Holder of $2,650,000 of the 2024 Bonds and $2,400,000 of 2026
  Bonds

Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022

* Holder of $20,873,000 of the 2024 Bonds and $69,127,000 of 2026
  Bonds

Morgan Stanley & Co., LLC
1585 Broadway, 2nd Floor
New York, NY 10036

* Holder of $8,350,000 of the 2024 Bonds, $11,900,000
  of 2026 Bonds, and $5,000,000 of the Spare Engine Facility

Olympus Peak Asset Management LP
745 Fifth Ave., Suite 1604
New York, NY 10151

* Holder of $53,830,000 of the 2024 Bonds, $20,514,000 of 2026
  Bonds, $1,000 of 2027 EETCs, and $57,524,324 of other unsecured
  Claims

Paloma Partners Management Company
Two American Lane
Greenwich, CT 06831

* Holder of $6,380,000 of the 2024 Bonds, $7,080,000 of 2026
  Bonds, and $5,000,000 in other unsecured claims

Pentwater Capital Management LP
614 Davis Street
Evanston, IL 60201

* Holder of $7,240,000 of the 2024 Bonds, $20,876,000 of 2026
  Bonds, and $10,000,000 in other unsecured claims.

Redwood Capital Management, LLC
910 Sylvan Avenue
Englewood Cliffs, NJ 07632

* Holder of $15,900,000 of 2024 Bonds, $11,900,000 of 2026 Bonds,
  $20,000,000 of Tranche A DIP Commitments, and $10,000,000 of
  Tranche C DIP Commitments

Counsel for the Ad Hoc Group of LATAM Bondholders can be reached
at:

          White & Case LLP
          John K. Cunningham, Esq.
          Gregory Starner, Esq.
          Mark P. Franke, Esq.
          1221 Avenue of the Americas
          New York, NY 10020
          Telephone: (212) 819-8200
          Facsimile: (212) 354-8113
          E-mail: jcunningham@whitecase.com
                  gstarner@whitecase.com
                  mark.franke@whitecase.com

          Richard S. Kebrdle, Esq.
          Southeast Financial Center, Suite 4900
          200 South Biscayne Boulevard
          Miami, FL 33131
          Telephone: (305) 371-2700
          Facsimile: (305) 358-5744
          Telephone: rkebrdle@whitecase.com
          E-mail: rkebrdle@whitecase.com

A copy of the Rule 2019 filing is available at
https://bit.ly/3mYXE4z at no extra charge.

                      About LATAM Airlines

LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise.   

LATAM Airlines Group S.A. is the largest passenger airline in South
America. Before the onset of the COVID-19 pandemic, LATAM offered
passenger transport services to 145 different destinations in 26
countries, including domestic flights in Argentina, Brazil, Chile,
Colombia, Ecuador and Peru, and international services within Latin
America as well as to Europe, the United States, the Caribbean,
Oceania, Asia and Africa.

LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25,
2020.  Affiliates in Chile, Peru, Colombia, Ecuador and the United
States are part of the Chapter 11 filing.

The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.

The Hon. James L. Garrity, Jr., is the case judge.

The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general
bankruptcy counsel; FTI Consulting as restructuring advisor; and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel.  Lee Brock Camargo Advogados is the Debtors' local
Brazilian litigation counsel to the Debtors.  Prime Clerk LLC is
the claims agent.

The Official Committee of Unsecured Creditors formed in the case
tapped Dechert LLP as its lead counsel, UBS Securities LLC, as
investment banker, and Conway MacKenzie, LLC. Klestadt Winters
Jureller Southard & Stevens, LLP is the conflicts counsel.  Ferro
Castro Neves Daltro & Gomide Advogados is the Committee's Brazilian
counsel.

The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.


LECLAIRRYAN PLLC: Trustee Reaches Chapter 7 Deal With Ex-GC
-----------------------------------------------------------
Law360 reports that the court-appointed trustee overseeing the
Chapter 7 case of shuttered law firm LeClairRyan told a Virginia
judge Wednesday, April 14, 2021, that she had reached a settlement
with the firm's former general counsel, who has admitted to
embezzling $2.5 million from a LeClairRyan trust account.

In the short filing, trustee Lynn L. Tavenner said she and former
LeClairRyan attorney Bruce H. Matson had participated in a
mediation session last March 2021 that resulted in the settlement
of claims between the two parties but did not elaborate on the
nature of the claims or the terms of the deal.

                       About LeClairRyan

Founded in 1988, LeClairRyan PLLC is a national law firm with 385
attorneys, including 160 shareholders, at its peak. The firm
represented thousands of clients, including individuals and local,
regional, and global businesses.

Following massive defections by its attorneys LeClairRyan, members
of the firm in July 2019 voted to effect a wind-down of the
Debtor's operations.

LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its
affairs.

In its Chapter 11 petition, the firm listed a range of 200-999
creditors owed between $10 million and $50 million. The firm claims
assets of $10 million to $50 million.

The Hon. Kevin R Huennekens is the case judge.

Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews
Kurth are representing LeClairRyan in the case. Protiviti is its
financial adviser for the liquidation.


LEE DILL: Wins Cash Collateral Access
-------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Abilene Division, has authorized Lee Dill, Inc. d/b/a Tiger
Manufacturing to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance.

The Court says the Budget may be updated and modified through the
date of the Final Hearing by agreement of Debtors and secured
lenders subject to further Court order. In the event an order for
equipment is placed that will require a variance that exceeds the
forgoing budgetary flexibility provisions, the Debtor and the
Secured Lenders may enter into a revised budget without additional
court intervention.

As adequate protection of the Secured Lenders' interest, if any, in
the Cash Collateral pursuant to sections 361 and 363(e) of the
Bankruptcy Code to the extent of any diminution in value from the
use of the Collateral, the Court grants the Secured Lenders
replacement security liens on and replacement liens on all of
Debtor's equipment and accounts, whether the property was acquired
before or after the Petition Date.

The Replacement Liens will be equal to the aggregate diminution in
value of the respective Collateral, if any, that occurs from and
after the Petition Date. The Replacement Liens will be of the same
validity and priority as the liens of Secured Lender on the
respective prepetition Collateral.

The final hearing on the matter is scheduled for April 28, 2021 at
11 a.m. via WebEx.

A copy of the order is available for free at https://bit.ly/3dW7d00
from PacerMonitor.com.

                      About Lee Dill Inc.

Lee Dill Inc. -- https://www.tigermfgco.com/ -- is a full
Department of Transportation facility, specializing in the
manufacture of steel and aluminum tanks, trailers and equipment.
In addition to its manufacturing side, the Company also provides
parts, repair and service on all tanks and trailers.

Lee Dill Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-10041) on March 26,
2021. In the petition signed by Lee Dill, president, the Debtor
disclosed $1,883,017 in assets and $7,477,732 in liabilities.

Weldon L. Moore, III, Esq. and SUSSMAN & MOORE, LLP represent the
Debtor as counsel.



LEVI STRAUSS: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Levi Strauss & Co. to
stable from negative and affirmed all of its ratings on the
company, including its 'BB+' issuer credit rating.

S&P said, "The stable outlook reflects our expectation that Levi
will increase its revenue by at least 20% in fiscal year 2021 and
improve its EBITDA to near pre-pandemic levels, which will reduce
its leverage below 2x.

"The outlook revision reflects our expectation that Levi will
improve its credit metrics in 2021 on increased demand supported by
rising consumer mobility. The sequential increase in the company's
revenue, combined with our expectation that it will repay debt in
the second half of the year, supports our expectation for an
improvement in its leverage ratio. Specifically, we estimate Levi
will reduce its net leverage below 2.0x in fiscal year 2021 from
3.2x as of the 12 months ended Feb. 28, 2021 (which was elevated
because its debt balance consists of $800 million of its 2025 notes
that were redeemed after the end of the quarter). In addition, we
anticipate the company will increase its adjusted EBITDA to about
$940 million in 2021 (still below its 2019 level of $965 million),
from about $440 million in 2020, and continue to repay debt
throughout the year. The improvement in EBITDA will be driven by
year-over-year revenue growth of at least 20% driven by higher
prices, better channel mix as its e-commerce business continues to
grow and the company continues to open its NextGen store format.

The company reported a sequential revenue decline of about 6% in
the first quarter of 2021, which reflects the continued improvement
in its sales since the onset of the pandemic when its revenue
declined by 62% in the second quarter of 2020. Levi has moderated
the declines in its revenue since then to 27% in the third quarter
and 11.6% in the fourth quarter of 2020. This sequential
improvement is largely due to increased demand for its products and
the reopening of a greater number of its retail locations despite
some ongoing regional closures. The continued decline in its
revenue in 2021 reflects that its European stores have been
shuttered for the past three months (compared with a one-month
period in the fourth quarter of 2020). S&P said, "As global
economies reopen, we believe there will be elevated demand for its
products as consumers return to school, work, and travel and
participate in other activities outside of their homes. The company
has raised its revenue guidance for the first half of the year,
which indicates that it is confident in its forecast for increasing
demand. However, we anticipate that economic conditions will remain
uncertain in 2021 as the return to normalcy and improvements in
consumer mobility vary amid continued high levels of unemployment,
which will limit consumer discretionary spending. Given these
dynamics, we do not forecast that Levi will improve its financial
results relative to its 2019 performance until the second half of
2021."

Levi holds a leading global market position in denim bottoms, which
is a category S&P considers to be a wardrobe staple. S&P expects
the demand in this category will continue to benefit from the
ongoing casualization trend. The Levi brand is considered iconic
and the company generated nearly $5 billion of annual sales from
its denim bottoms. However, the denim category is highly
competitive and subject to industry fashion risk. The trend toward
the increasing casualization of workplace attire has led to steady
demand for denim products. During the pandemic, consumers still
sought Levi's products despite their restricted mobility outside of
their homes. The company expects that consumers will increasingly
seek out its products once they are able to move more freely and
visit retail locations. The level of consumer comfort around
participating in activities outside of the home, aside from work,
will vary, which creates some uncertainty around the demand for
Levi's products, though S&P believes the level of uncertainty will
be lower than in 2020. Levi's sales have historically skewed toward
the male demographic and are primarily focused in the denim bottoms
category. Despite holding the No. 1 market position globally given
its scale, the brand is only the third most popular among women in
the U.S. Therefore, the company is focusing on expanding its female
category and diversifying into other categories, such as tops and
outerwear, and other product materials aside from denim.

S&P said, "We expect Levi to maintain its historical financial
policy despite its high current cash balance. The company, like
many of its peers, worked to increase and preserve its liquidity in
2020. We believe Levi continues to have strong liquidity supported
by the $2 billion of cash on its balance sheet and $689 million of
availability under its $850 million revolver. The company has also
restored its dividend, which we view as a sign of its confidence in
its performance over the next year. Despite not having a committed
financial policy leverage target, we do not expect Levi to use its
increased cash position to fund shareholder-friendly activities
because the company historically operated with leverage below 2x.
At the same time, we believe the company could pursue bolt-on
acquisitions to support its growth and diversification plans.

"Specifically, we anticipate the company will use its ample cash
balance to repay the debt it took on during the pandemic, invest in
its digital capabilities, and fund small tuck-in acquisitions. We
also expect Levi to continue to generate strong free operating cash
flow (FOCF) of about $240 million in fiscal year 2021 (after
capital expenditure of $210 million) and more than $300 million in
fiscal year 2022 as its profitability and working capital
management normalize.

"The stable outlook on Levi reflects our expectation that it will
increase its revenue by at least 20% in fiscal year 2021 and
improve its EBITDA to near 2019 levels, which will cause its
leverage to fall below 2x."

S&P could lower its ratings on Levi if it expects it to maintain
leverage of more than 3x. S&P believes this could occur if:

-- The company shifts toward more aggressive financial policies,
including using its cash balance for shareholder-friendly
activities such as dividends or share repurchases; or

-- The demand for the company's products remains weak and we no
longer expect it to reverse the declines in its revenue because
surging levels of COVID-19 infections continue to lead to regional
store closures and delay the normalization of consumer mobility.

S&P could raise its rating on Levi if:

-- The company continues to strengthen its profitability, broadens
its scope and brand diversity, and maintains solid revenue growth,
which could lead S&P to revise its assessment of its business risk
profile; or

-- It maintains prudent financial policies regarding its
acquisitions and shareholder returns and commits to sustain
leverage of less than 2x.


LUCKIN COFFEE: Gets $250M Investment From Centurium, Joy Capital
----------------------------------------------------------------
Luckin Coffee Inc. (in Provisional Liquidation) (OTC: LKNCY) on
April 15, 2021, announced that it has entered into an investment
agreement (the "Investment Agreement") with an affiliate of
Centurium Capital, as the lead investor, and Joy Capital. Both
Centurium Capital and Joy Capital are leading private equity
investment firms in China and current shareholders of the Company.

Pursuant to the Investment Agreement, (i) Centurium Capital has
agreed to an investment, through a private placement, totaling
approximately US$240 million in senior convertible preferred shares
of the Company ("Senior Preferred Share(s)"), and (ii) Joy Capital
has agreed to an investment, through a private placement, totaling
approximately US$10 million in Senior Preferred Shares
(collectively, the "Transactions").  Under certain circumstances,
Centurium Capital and Joy Capital may be able to upsize on a pro
rata basis for an additional US$150 million. The closing of the
Transactions will be subject to a series of closing conditions,
including the implementation of a restructuring of Luckin Coffee's
$460 million 0.75% Convertible Senior Notes due 2025 through a
scheme of arrangement under section 86 of the Cayman Islands
Companies Act (2021 Revision) in accordance with the terms of the
recently announced restructuring support agreement.

Luckin Coffee plans to use the proceeds of the investment to
facilitate the Company's proposed offshore restructuring and
fulfill its obligations under its recently announced settlement
with the U.S. Securities and Exchange Commission. The Transactions
allow the Company to focus its balance sheet on the continued
execution of its business plan, focused on growing the core coffee
business and achieving its long-term growth targets.

According to a U.S. regulatory filing, the salient terms of the
transactions include:

   * Purchase and Sale: The Company will initially issue and sell
to Centurium Capital a total of 295,384,615 Senior Preferred Shares
and Joy Capital a total of 12,307,692 Senior Preferred Shares, at
the issue price of US$0.8125 per Senior Preferred Share (being
equivalent to US$6.50 per ADS on an as-converted basis).

   * Conversion: At the holder's option, each Senior Preferred
Share can be convertible into Class A Ordinary Shares of the
Company (or an equivalent number of ADSs) at the then applicable
conversion price.

   * Price Adjustment: The applicable initial conversion price
shall be equal to US$0.8125 per Senior Preferred Share (being
equivalent to US$6.50 per ADS on an as-converted basis) and be
subject to certain customary adjustments

   * Upsize Right: If the Company has not received an approval from
the State Administration of Foreign Exchange to repatriate any
funds outside of China by a benchmark date, which is the later of
November 15th, 2021 and the 60th day after the date on which the
petition to convene a scheme meeting is filed in Cayman court,
Centurium Capital and its permitted designated investors will have
the right to purchase a pro rata entitlement to an additional
184,615,385 Senior Preferred Shares, at the issue price of
US$0.8125 per Senior Preferred Share (being equivalent to US$6.50
per ADS on an as-converted basis), by notifying the Company and Joy
Capital of its decision to exercise such right within 40 days after
such benchmark date. If Centurium Capital exercises such right, Joy
Capital will have the right to purchase a pro rata entitlement to
the additional 184,615,385 Senior Preferred Shares, at the issue
price of US$0.8125 per Senior Preferred Share (being equivalent to
US$6.50 per ADS on an as-converted basis), by notifying the Company
and Centurium Capital within 5 business days thereafter.

   * Voting Rights: Each Senior Preferred Share will be entitled to
vote on all matters submitted to a vote of the holders of Class A
Ordinary Shares on an as-converted basis, together with the holders
of Class A Ordinary Shares, as one single class.

A copy of the SEC filing is available at https://bit.ly/3e9iHNL

Negotiations between Luckin Coffee, Centurium Capital and Joy
Capital were supported throughout by the Company's financial
advisor, Houlihan Lokey (China) Limited, legal advisors, Davis Polk
& Wardwell LLP and Harney Westwood & Riegels, and the Joint
Provisional Liquidators, Mr. Alexander Lawson of Alvarez & Marsal
Cayman Islands Limited and Ms. Wing Sze Tiffany Wong of Alvarez &
Marsal Asia Limited.

                         About Luckin Coffee

Luckin Coffee (OTC: LKNCY) -- http://www.luckincoffee.com/-- has
pioneered a technology-driven retail network to provide coffee and
other products of high quality, high affordability, and high
convenience to customers.  Empowered by big data analytics, AI, and
proprietary technologies, Luckin Coffee pursues its mission to be
part of everyone's everyday life, starting with coffee. Luckin
Coffee was founded in 2017 and is based in China.

In July 2020, Luckin Coffee called in liquidators in the Cayman
Islands to oversee a corporate restructuring and negotiate with
creditors to salvage its business, less than four months after
shocking the market with a US$300 million accounting fraud.

The Company hired Houlihan Lokey as financial advisers to implement
a workout with creditors. The start-up company also named Alexander
Lawson of Alvarez & Marsal Cayman Islands and Tiffany Wong Wing Sze
of Alvarez & Marsal Asia to act as "light-touch" joint provisional
liquidators (JPLs) under a Cayman Islands court order.

The Joint Provisional Liquidators of Luckin Coffee, Alexander
Lawson of Alvarez & Marsal Cayman Islands Limited and Wing Sze
Tiffany Wong of Alvarez & Marsal Asia Limited, on Feb. 5, 2021,
filed a verified petition under chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10228).  The Chapter
15 Petition seeks, among other things, recognition in the United
States of the Company's provisional liquidation pending before the
Grand Court of the Cayman Islands.

DLA Piper LLP (US), led by Thomas R. Califano and Robert Craig
Martin, is the U.S. counsel.


LW RETAIL: Wins Cash Collateral Access Thru May 13
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized LW Retail Associates LLC to use the cash collateral of
National Bank of New York City on an interim basis in the ordinary
course of business in accordance with the budget through May 13,
2021.

LW Retail asserts that the value of its estate will be maximized by
the continuation of the Debtor as a going concern, and the use of
the Collateral is essential to such operation.

On October 2, 2015, the Debtor entered into an Amended and Restated
Mortgage Note with NBNYC pursuant to which, NBNYC extended credit
to the Debtor in the amount of $6,250,000 at a variable interest
rate of 3.5% with monthly payments in the amount of $28,246.89.
Payments under the Note have been set using a 30-year amortization
schedule, with a maturity date of November 1, 2020. The current
unpaid balance is approximately $5,673,488.49. While the Note
expired by its own terms, NBNYC extended the Note's term for an
additional 12 months; the new maturity date is November 1, 2021.

To secure the Debtor's obligations under the Note, on October 2,
2015, the Debtor and NBNYC entered into an Agreement of Assumption
of Note and Mortgage Consolidation of Notes and Mortgages and
Modification of the Consolidated Mortgage which grants NBNYC a
mortgage and security interest in the Debtor's assets.

The Debtor states the grant of security to NBNYC pursuant to the
Note was perfected by virtue of the filing of a UCC-1 financing
statement which was filed on October 5, 2015.

To secure the Debtor's obligations under the Note, on October 2,
2015, the Debtor and NBNYC entered into an Assignment of Leases and
Rents pursuant to which the Debtor assigned to NBNYC its rights in
all existing and future leases, rents, claims arising from any
rejection of any lease in bankruptcy, lease guaranties, proceeds
from the sale of the foregoing.

Additionally, as of the Petition Date, the Board of Managers of
Loft Space Condominium filed Assessment Liens on the Debtor's four
commercial condominium units, pursuant to which the Board has
asserted additional disputed assessments against the Debtor.

The Debtor agrees and acknowledges that NBNYC has a lien and
security interest in the Collateral by virtue of the filing of its
UCC-1 financing statement which has been continued by subsequent
filings and thus is duly perfected, valid, existing, and legally
enforceable.

Meanwhile, the Debtor disputes the Board's lien in all regards and
disputes that the Board has any interest in the Cash Collateral.

With respect to its bid to use cash collateral, the Debtor said
that, in addition to the existing rights and interests of NBNYC and
the Board in the Collateral and for the purpose of adequately
protecting their interests from collateral diminution, NBNYC and
the Board are granted replacement liens in all of the Debtor's
pre-petition and post-petition assets and proceeds, including the
Cash Collateral and the proceeds of the foregoing, to the extent
that such prior liens were valid, perfected and enforceable as of
the Petition Date, and in the amount of such Collateral
Diminution.

As further adequate protection of NBNYC's interests, the Debtor
will make monthly adequate protection payments to NBNYC in the
amount provided for in the underlying loan documents which are at
the non-default contract rate of interest.

The Court's interim order provides for further adequate protection
of New York City Department of Tax and Finance's interests.  The
Order provides the Debtor will make monthly adequate protection
payments to NYCDTF in the amount of $1,284.66 per month and the
payment is deemed to satisfy the provisions of 11 U.S.C. section
362(d)(3)(B).

A further interim hearing on the Debtor's request is scheduled for
May 13 at 10:30 a.m.

A copy of the order is available for free at https://bit.ly/3tdYLiZ
from PacerMonitor.com.

                  About LW Retail Associates LLC

LW Retail Associates, LLC, owns in fee simple interest four
condominium units in New York valued by the Company at $12.20
million in the aggregate.  LW Retail Associates filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 17-45189) on Oct. 5, 2017.  In
the petition signed by Louis Greco, manager, the Debtor disclosed
$12.64 million in assets and $6.25 million in liabilities.  LW
Retail considers itself a Single Asset Real Estate as defined in 11
U.S.C. Section 101(51B).

Judge Elizabeth S. Stong oversees the case.

Dawn Kirby, Esq., at DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP, is the Debtor's counsel.  Goldberg Weprin Finkel
Goldstein LLP, is the special litigation counsel.




MANSIONS APARTMENT: May 18 Amended Plan Confirmation Hearing Set
----------------------------------------------------------------
On April 9, 2021, debtor Mansions Apartment Homes at Marine Creek,
LLC filed with the U.S. Bankruptcy Court for the Northern District
of Texas, a Second Amended Disclosure Statement and Plan.

On April 13, 2021, Judge Edward L. Morris approved the Second
Amended Disclosure Statement and ordered that:

     * May 18, 2021, at 9:30 a.m. via WebEx Video Conference is the
hearing on Debtor's Amended Plan of Reorganization.

     * May 12, 2021 is fixed as the last day to file and serve
objections to the Confirmation of the Plan.

     * May 12, 2021 is fixed as the last day to submit Ballots
accepting or rejecting the Debtor's Plan of Reorganization.

A full-text copy of the order dated April 13, 2021, is available at
https://bit.ly/3sjXd65 from PacerMonitor.com at no charge.

Attorneys for the Debtor:

     Joyce W. Lindauer
     Kerry S. Alleyne
     Guy H. Holman
     Joyce W. Lindauer Attorney, PLLC
     1412 Main Street, Suite 500
     Dallas, Texas 75202
     Telephone: (972) 503-4033
     Facsimile: (972) 503-4034

                 About Mansions Apartment Homes
                        at Marine Creek

Mansions Apartment Homes at Marine Creek, LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Case No. 20-43643) on Nov. 30, 2020.  Tim Barton,
president of Mansions Apartment, signed the petition.  In the
petition, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range.

Judge Edward L. Morris oversees the case.  

Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's legal
counsel.

On Feb. 3, 2021, the Court appointed Robert Yaquinto, Jr., as the
Chapter 11 trustee.  Bonds Ellis Eppich Schafer Jones LLP serves as
the trustee's legal counsel.


MAVERICK BIDCO: Moody's Assigns First Time B3 Corp Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Maverick
Bidco, Inc. (dba "Mitratech"), including a B3 Corporate Family
Rating, B3-PD Probability of Default Rating, and B2 debt instrument
ratings on the company's proposed first lien credit facility
consisting of a $40 million revolver due 2026 (undrawn at close),
$445 million term loan due 2028, and $75 million delayed drawn term
loan (undrawn at close). Moody's also assigned a Caa2 debt
instrument rating on the proposed $185 million second lien term
loan due 2029. The outlook is stable.

Net proceeds from the $445 million first lien term loan and $185
million second lien term loan will be used in conjunction with new
cash equity and rollover of existing equity to support Ontario
Teachers' Pension Plan Board's ("OTPP" or "Sponsor") acquisition of
Mitratech, fund the acquisition of two entities currently under LOI
(expected to close simultaneously with OTPP's acquisition of
Mitratech) and add $20 million of cash on the balance sheet.
Existing owner Hg Capital and management will retain a minority
ownership position in the new company.

Assignments:

Issuer: Maverick Bidco, Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)

Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)

Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2
(LGD3)

Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: Maverick Bidco, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

The B3 CFR reflects Mitratech's very high debt/EBITDA of 9.7x (pro
forma for the proposed capital structure and two acquisitions under
LOI, and excluding actioned but unrealized synergies), or 9.0x when
viewed on a cash EBITDA basis by adding back the change in deferred
revenue to EBITDA. The rating also considers the company's small
scale with pro forma revenue of approximately $160 million and a
relatively narrow product focus within legal and compliance
services and solutions. At the same time, Mitratech benefits from
its stable revenue base, with 90% of pro forma FY 2021 revenue
considered to be recurring, solid free-cash-flow generation driven
by high EBITDA margins and low capital expenditure requirements,
and blue-chip, diversified customer base.

Moody's projects Mitratech's debt/EBITDA will approach low 8x over
the next 12-18 months (8x on a cash EBITDA basis), a level which is
still very high in relation to the broader B3 rating category but
made tolerable by the company's solid cash flow generation and
interest coverage metrics. Moody's expects Mitratech's FCF/debt and
(EBITDA-CapEx)/Interest metrics will remain above 4% and 2x,
respectively, over the next 12-18 months.

Mitratech's recurring revenue model is supported by a software
platform with a full suite of enterprise legal management ("ELM")
solutions along with other complementary compliance and legal risk
management solutions used by corporate in-house legal and
compliance departments and law firms. Mitratech's software
solutions help clients improve efficiencies and reduce legal fees
by increasing transparency, predictability, and control of various
legal and regulatory processes. The company has closed five
acquisitions since January 2020 and has two under LOI to bolster
its product offering, particularly in the legal risk management
segment, and increase cross-selling opportunities for legacy ELM
customers, which are typically large companies (>$5 billion in
revenue) with complex legal needs.

Moody's expects that Mitratech will deploy an aggressive financial
policy under private equity ownership, a key ESG consideration,
with the potential for distributions that will sustain elevated
debt/EBITDA levels. Furthermore, Moody's anticipates Mitratech will
continue its M&A growth strategy, leading to elevated integration
risks and increased debt levels.

Mitratech's liquidity is good, supported by approximately $20
million of cash at close and ample external sources of liquidity
from its undrawn $40 million revolver due 2026 and $75 million
Delayed Draw Term Loan ("DDTL"). Moody's also expects modest annual
free cash flow generation over the next year. Access to the $40
million revolver is governed by a net first lien leverage ratio
financial covenant of 7.4x which is only tested when 35% or more of
the revolver's commitment is outstanding. Moody's does not expect
this financial covenant will impede access to the revolver over the
next 12-18 months.

The stable outlook reflects Moody's expectation for low single
digit revenue growth and modest deleveraging as EBITDA growth is
achieved through the realization of synergies and organic
performance. It also reflects the expectation that Mitratech will
maintain a good liquidity profile and generate FCF/debt of no less
than 2% over the next 12-18 months.

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

The ratings could be upgraded if operating scale is substantially
increased, debt/EBITDA is sustained below 6.5x, and FCF/Debt is
sustained above 7.5%.

The ratings could be downgraded if the company experiences organic
revenue declines, debt/EBITDA is sustained above 9x, free-cash-flow
generation approaches breakeven, or if its liquidity profile
deteriorates.

Preliminary terms in the first lien credit facility contain
provisions for incremental facility capacity up to the greater of
Closing Date EBITDA or 100% of the consolidated adjusted EBITDA for
the most recently ended fiscal quarter for which financial
statements are available, plus an additional amount subject to a
pro forma ratio First Lien Net Leverage Ratio of 5.25x (first lien
debt or debt secured on a pari passu basis to the first lien credit
facility), Total Secured Net Leverage Ratio of 7.5x (junior debt),
or Total Net Leverage ratio exceeding 0.5x outside of the Closing
Date Total Net Leverage Ratio (8.0x preliminary; unsecured debt).
Only wholly-owned material U.S. domestic subsidiaries must provide
guarantees. There are leverage-based stepdowns in the asset sale
prepayment requirement to 50% and 0% if the First Lien Leverage
Ratio is inside 0.5x and 1.0x, respectively, of the Closing Date
First Lien Net Leverage Ratio (4.75x and 4.25x).

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

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

Headquartered in Austin, Texas, Mitratech is a provider of legal,
compliance, and operational risk software solutions for law firms
and corporate in-house legal departments. The company is majority
owned by Ontario Teachers' Pension Plan Board following their
acquisition of the company from Hg Capital and TA Associates in
April 2021. Pro forma for the five acquisitions closed in FY 2021
and two acquisitions under LOI, the company generated approximately
$160 million of pro forma revenue for the twelve months ending
January 31, 2021.


MAVERICK HOLDCO: S&P Assigns 'B-' ICR on Acquisition by OTPP
------------------------------------------------------------
S&P Global Ratings assigned a 'B-' issuer credit rating to Maverick
Holdco Inc. (doing business as Mitratech) and a 'B-' issue-level
rating and '3' recovery rating to Maverik Bidco Inc.'s proposed
first-lien credit facilities and a 'CCC' issue-level rating and '6'
recovery rating to the company's proposed second-lien term loan.

The stable outlook reflects S&P's expectation that, over the next
12 months, Mitratech will benefit from strong operating performance
supported by new client wins, price increases on existing
contracts, and increased market share as the company gains scale,
resulting in strong adjusted EBITDA margins and S&P Global
Ratings-adjusted leverage modestly declining to the mid-10x area
from the high-10x area post transaction close.

Mitratech, an Austin, Texas software as a service (SaaS)-based
provider of enterprise legal management (ELM) and legal risk
management solutions intends to issue a $40 million first-lien
revolving credit facility, a $445 million first-lien term loan, a
$75 million delayed draw first-lien tranche (undrawn at close), and
a $185 million second-lien term loan to partially fund its
leveraged buyout by Ontario Teachers' Pension Plan Board (OTPP).

OTPP will have the majority and controlling ownership position
while the existing financial sponsor, Hg Capital, will retain a
minority ownership stake.

S&P's rating reflects the following key risks and strengths:

Key risks:

-- High starting leverage, pro forma for the transaction and our
expectation that leverage will remain elevated over the next 12-18
months.

-- Financial sponsor ownership's debt-funded acquisition strategy
could cause leverage to increase and may add integration risks.
Small scale of operations in a fragmented industry space.

-- Narrow business focus in the enterprise legal management
industry.

Key strengths:

-- A leading market position in the growing enterprise legal
management industry enables the company to support organic growth.

-- Strong relationships with clients and recurring nature of
revenue result in high retention rates providing a degree of
earnings visibility.

-- Minimal capital expenditures allow for relatively good free
operating cash flow (FOCF) generation.

S&P said, "We forecast Mitratech's adjusted leverage will remain
elevated in the mid-10x area in fiscal 2022, with the risk of
re-leveraging through debt-financed acquisitions. Our ratings on
Mitratech reflect elevated adjusted leverage in the high-10x area
pro forma for the transaction, and we expect modest deleveraging to
the mid-10x area in fiscal 2022 (year-end Jan. 31, 2022). We also
anticipate the company's new financial sponsor ownership will
continue Mitratech's debt-financed acquisition strategy, which
could result in increased leverage due to the relatively high
acquisition price to EBITDA multiples that prospective targets
command in the enterprise legal technology solutions industry.
Given the fragmented nature of the industry, sticky client
relationships, and growing importance of enterprise legal
technology solutions across corporate clients, industry
consolidation has been an attractive avenue for Mitratech to scale
its technology platform and revenue base. Under previous sponsor
ownership, the company recently acquired ClusterSeven, INSZoom, and
Tracker, which gave it unique capabilities in the legal case
management and governance solutions space. Average industry EBITDA
multiples for acquisitions have been in the high-single-digit area
while valuation multiples in the contract management and small and
medium business ELM space are in the low-teen area.

"We believe the company is well-positioned for growth because
industry tailwinds support the adoption of legal technology-
solutions, resulting in stable operating performance. As corporate
entities and legal firms aim to automate workflows and digitize
processes, we think Mitratech stands to benefit from its strong
position in the legal techology market, especially from blue-chip
companies that operate in regulated industries facing a multitude
of complexities in their legal workflows. While legal technology
solutions gain prominence, we believe the e-billing segment will
also support top-line growth as legal firms and corporations
streamline invoice processing functions. The company has
relationships with over half of the Fortune 100 companies, and we
believe the high share of recurring revenues (over 90%) from its
SaaS subscriptions and its e-billing platform support good revenue
visibility. Mitratech typically has multi-year contracts with its
customers with modest annual price increases. While revenue slowed
down in the April to May time frame of 2020 due to the pandemic,
topline picked up in the subsequent months, driven by the essential
nature of services. We expect the vital nature of services, along
with growing legal budgets of corporations, to support organic
revenue growth in the low- to mid-single-digit area over the next
12 months."

While Mitratech's industry consolidation strategy may result in
ongoing integration costs, the SaaS offering supports scalability
due to similar technology stacks and lower investment in selling
costs. As a result, acquisitions support a degree of cost
synergies, resulting in improved margins. This, coupled with
subscription revenue and ongoing price increases, has supported
good FOCF generation. S&P expects FOCF to debt to increase to the
mid-single-digit percent area for fiscal 2022 from the
low-single-digit area for fiscal 2021.

The company's small scale of operations, with a narrow service
focus in a highly fragmented industry space, limits our assessment
of the business. Despite being a leading service provider in the
space, Mitratech operates at a relatively small scale generating
about $145 million in pro forma revenue in fiscal 2021. Mitratech
has a narrower product portfolio mainly focused on ELM solutions
that contributes to its limited scale. The company operates in a
highly competitive industry with low entry barriers, solid industry
demand as clients undergo digital transformation, and high
potential investment returns. The industry is saturated with small
service providers, as well as larger players (such as Thomson
Reuters, Wolters Kluwer, and LexisNexis), offering similar
technology capabilities and are well-funded with diversified
revenue streams. The consolidation of smaller players by
large-scale service providers, as well as industry consolidation on
the clients' end, are the major contributors to client attrition
and retention rates. As a result, S&P views these competitive
dynamics as risks to Mitratech's growth trajectory over the next
three to five years.

S&P said, "The stable outlook reflects our expectation that
Mitratech will benefit from strong operating performance supported
by new client wins, price increases on existing contracts, and its
high-percentage of recurring revenue, resulting in strong adjusted
EBITDA margins and S&P Global Ratings-adjusted leverage modestly
declining to the mid-10x area in fiscal 2022 from the high-10x area
after the close of the transaction."

S&P could lower the ratings if operating performance weakened,
resulting in FOCF deficits, liquidity sources declining below $20
million, or an unsustainable capital structure. This could occur
with:

-- Increased competition that leads to organic revenue declines
from pricing pressure or customer losses; or

-- Leveraging acquisitions or shareholder dividends.

Although unlikely over the next 12 months, over the longer term,
S&P could consider an upgrade if Mitratech were able to
consistently achieve revenue and EBITDA growth through product
cross-selling and new customer growth, such that leverage were
sustained below 7x while FOCF as a percentage of debt was in the
high single-digit percent area.



MEG ENERGY: S&P Upgrades ICR to 'B+' on Financial Forecasts
-----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on MEG
Energy Corp. to 'B+' from 'CCC+'. At the same time, S&P also raised
its ratings on MEG's second-lien debt and senior unsecured debt to
'BB' and 'BB-', respectively. The recovery ratings on the
second-lien and senior unsecured debt are unchanged at '1' and '2',
respectively.

The stable outlook reflects S&P Global Ratings' expectations that
MEG will generate a two-year average FFO-to-debt ratio above 20%.

MEG's projected cash flow and leverage metrics have improved due to
S&P Global Ratings' increased West Texas Intermediate (WTI) price
assumptions for 2021 and 2022.

S&P said, "Having increased our 2021 and 2022 WTI price assumptions
to US$55 from US$45, our projected annual funds from operations
(FFO) for MEG Energy has increased by about 70% in 2021, and our
updated projected 2022 FFO has doubled relative to our previous
forecast (published in November 2020). Moreover, the projected
improvement in our fully adjusted FFO-to-debt ratios for 2021 and
2022 is supported by the company's reduced exposure to the Western
Canadian Select (WCS) differential. With the majority of its
production being sold in the U.S. Gulf Coast, MEG's bitumen sales
exposed to the WCS differential is slightly less than half of its
projected 86,000-90,000 barrels per day 2021 production. Although
access to the Gulf Coast market improves its top-line price
realizations, the company's largely fixed production cost structure
and relatively high fixed transportation costs amplify potential
cash flow deterioration as WTI prices fall. Although we expect MEG
would continue to generate positive free operating cash flow at a
WTI price below US$45, a US$5 decrease in WTI prices would reduce
our annual FFO-to-debt ratio to about 15%, and weaken the company's
financial risk profile by one category. Our current assessment of
MEG's financial risk profile incorporates this potential volatility
in the company's cash flow and leverage metrics."

MEG's projected profitability remains constrained by S&P's estimate
of its total cost structure.

S&P said, "Our projected revenue for MEG incorporates the portion
of its estimated daily average production being sold into the U.S.
Gulf Coast market, which effectively eliminates its exposure to the
WCS differential on these volumes. Despite the projected enhanced
unit revenues of the company's blended barrel sales, MEG's
projected unit transportation costs for 2021 and 2022 have
increased by about 30%-40% from 2019. As a result, our estimate of
the company's total cash operating costs is among the highest in
the 'B' rating category. Furthermore, the company's relatively high
all-in cost structure places the company's five-year (2019-2023)
earnings before interest and taxes (EBIT) per unit of production
(estimated at US$0.86 per thousand cubic feet equivalent) in the
midrange of the exploration and production (E&P) peer group
ranking. As a result of the increased fixed component in the
company's operating cost structure, an adverse crude oil price
change would have a corresponding dampening effect on the company's
profitability. Nevertheless, our increased WTI and Brent price
assumptions have improved MEG's projected profitability, which we
had previously ranked in the bottom quartile of the E&P peer
group.

"We attribute marginal risk to MEG's ability to achieve its
targeted daily average production during our forecast period and
beyond. MEG's large in-situ bitumen resource base, which includes
about 1.3 billion barrels of proven reserves, is the key component
in our assessment of the company's business risk profile. Although
variations in reservoir quality could affect recovery rates,
production economics, and profitability, the Christina Lake
properties are widely acknowledged as among the best in the in-situ
oil sands fairway, so we attribute little risk to the company
maintaining its reservoir recovery rates and steam-oil ratios
(SOR), and achieving its targeted 2021 production. Moreover, its
existing production and processing infrastructure could support
production up to 100,000 barrels per day, based on an implied SOR
of 2.4. Based on MEG's recent actual SOR of 2.3, and its consistent
track record of achieving or exceeding its production targets, we
believe there is little risk of the company's production falling
short of our 2021-2022 production estimates."

Under its assumed crude oil price and heavy oil differential
assumptions, S&P Global Ratings expects MEG should be able to
generate sufficient operating cash flow to maintain its
profitability in the midrange of the E&P peer group ranking. S&P
said, "With good visibility to its total operating costs, which
include MEG's unit production costs and transportation expenses, we
believe the company's projected FFO will fully fund our estimates
of its capital spending during the 12-month outlook period, and
provide meaningful free operating cash flow to fund debt reduction.
As a result, the stable outlook reflects S&P Global Ratings'
expectations that MEG will generate a two-year average FFO-to-debt
ratio above 20%."

S&P would lower the rating if MEG's cash flow and leverage metrics
underperform against our current base-case expectations and the
company's two-year average FFO-to-debt ratio approaches 12%. S&P
believes the company's cash flow ratios could weaken under the
following circumstances:

-- Top-line realized revenues decreased due to falling crude oil
prices or widening heavy oil price differentials;

-- MEG's operating performance deteriorated, causing a material
increase in total operating costs; or

-- The company's fully adjusted debt increased materially due to
debt-financed growth initiatives.

S&P said, "Assuming the company's operations remain focused on
bitumen production in the Athabasca oil sands fairway, we believe
an upgrade would be unlikely, as MEG's overall business risk
profile would not improve during our 12-month outlook horizon. As a
result, an upgrade would be contingent on a continued material
improvement of the company's fully adjusted FFO-to-debt ratio. We
would raise the rating if the company is able to increase its
FFO-to-debt ratio near 45%, and we expected the ratio to remain at
this level." S&P believes the company's FFO-to-debt ratio could
strengthen to this level if:

-- MEG's realized crude oil price increased above US$65, with
S&P's current US$15 WCS differential assumption remaining
unchanged; and

-- The company was able to maintain its profitability in the
midrange of the E&P peer group ranking.



MERCURITY HOLDINGS: 3 Investors to Buy $10 Million Ordinary Shares
------------------------------------------------------------------
Mercurity Fintech Holding Inc. reported that three investors,
namely Kaiyu Chen, Baibang Technology Co., Ltd., and Le Chai Wow
Group Holding Ltd, have agreed to purchase a total of 537,143,470
ordinary shares of the Company and warrants to purchase up to
537,143,470 Ordinary Shares for an aggregate consideration of
US$10,000,000, to be settled in the form of 172.9354 bitcoins.

The transaction is subject to customary closing conditions and the
closing is expected to take place in the near future.  The
investors have agreed to a contractual lock-up restriction of their
shares to be acquired in the transaction for 180 days after the
closing.  The securities issuance is exempt from registration under
the Securities Act of 1933, as amended, in compliance with
Regulation S under the Securities Act.

                           About Mercurity

Formerly known as JMU Limited, Mercurity Fintech Holding Inc.'s
current principal business is to design and develop digital asset
transaction platforms based on blockchain technologies for
customers to facilitate asset trading, asset digitalization and
cross-border payments and provide supplemental services for such
platforms, such as customized software development services,
maintenance services and compliance support services.  The Company
started this new business since its acquisition of Mercurity
Limited (previously known as Unicorn Investment Limited) in May
2019.

Mercurity reported a net loss of $1.22 million for the year ended
Dec. 31, 2019, a net loss of $123.24 million for the year ended
Dec. 31, 2018, and a net loss of $161.90 million for the year ended
Dec. 31, 2017.


MIDWEST GAMING: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Midwest Gaming Borrower, LLC
(MGB). A B3 was assigned to the company's proposed $750 million of
8-year senior secured notes. The rating outlook is stable.

In conjunction with the notes offering, MGB, which owns and
operates Rivers Casino Des Plaines in Des Plaines, Illinois, is
entering into a new $150 million 5-year priority secured revolving
credit facility, approximately $30 million of which will be drawn
at closing. The revolver, which is not rated, shares the same
collateral as the notes although the revolver has priority
repayment rights over the notes. Proceeds from the senior secured
notes offering and initial revolver draw will be used to repay
MGB's existing debt in full. Based on Moody's estimates, pro forma
debt/EBITDA applying an annualized EBITDA run rate is approximately
4.5x.

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: Midwest Gaming Borrower, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Notes, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Midwest Gaming Borrower, LLC

Outlook, Changed To Stable From Rating Withdrawn

RATINGS RATIONALE

MGB's B2 Corporate Family Rating reflects that MGB has maintained
its number one market share position based on gross monthly gaming
revenue in the densely populated Chicagoland gaming market since
May 2016. MGB's good location in the northwest Chicago suburb of
Des Plaines and strong reinvestment in the property should sustain
solid EBITDA and operating cash flow. The company has been able to
maintain the market position despite increased competition that has
occurred during the last five years, including the implementation
of Video Gaming Terminals in Illinois. The company's moderate
leverage, and incremental EBITDA contribution from an $87 million
expansion (excluding licensing fees) that began this March, and
positive, albeit modest, free cash flow profile also support the
credit profile.

Moody's estimates MGB will generate annual free cash flow of
between $10 million and $15 million in each of the next two fiscal
years, and that the company MGB will demonstrate the ability and
willingness to adhere to its target net debt/EBITDA leverage of
less than 5x. Moody's assumes in the rating that MGB will be able
to retain most of the significant increase in EBITDA margin
generated during periods when the facility was open over the last
year. Moody's anticipates revenue will not return to
pre-coronavirus levels until 2022, but anticipates uplift of EBITDA
margin improvement from cost management and improved operating
expenses will lead to mid 4x debt/EBITDA. Moody's views as
sustainable cost savings from eliminating non-profitable amenities,
and greater efficiency in labor and marketing. The proposed
expansion and sports gaming opportunities should also lead to
higher EBITDA than generated prior to the pandemic. Operating
performance has been volatile over the last year with the facility
experiencing coronavirus-related shutdowns from March 15 -- June 30
and again from November 20 -- January 18 and at other times has
operated under reduced capacity limits imposed by Illinois.

Key credit concerns include MGB's single asset profile and
expectation of additional competition in the next few years -- four
additional gaming facilities are expected to come online in the
Chicagoland market in the next five years -- along with continued,
albeit lessened, concerns regarding the potential impact from any
increased restrictions related to social distancing requirements.
Additionally, MGB's pro forma and projected debt structure only has
a very small amount of pre-payable debt. As a result, any
improvement in leverage will need to be driven by higher EBITDA
performance.

The B3 rating on the proposed senior secured notes is one-notch
lower than MGB's Corporate Family Rating. The notes have a
subordinated lien on the collateral relative to the priority
secured revolver. Moody's expects the revolver will be partially
utilized given the initial approximately $30 million draw as well
to temporarily help fund the expansion.

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
MGB from the current weak US economic activity and a gradual
recovery for the coming year. 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. Moody's regards the
coronavirus outbreak as a social risk under Moody's ESG framework,
given the substantial implications for public health and safety.
The gaming sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in MGB's credit
profile, including its exposure to travel disruptions and
discretionary consumer spending have left it vulnerable to shifts
in market sentiment in these unprecedented operating conditions and
MGB remains vulnerable to the outbreak continuing to spread.

Moody's considers the company's financial policy as moderate. MGB
targets net debt/EBITDA of 4.0x or below, and no greater than 5.0x
as an upward bound.

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

Moody's assumes in the stable rating outlook that social distancing
restrictions will not worsen, that further temporary closures will
not occur, and that MGB will maintain most of the significant
EBITDA margin improvement achieved during periods over the last
six-to-nine months when the facility was open. Also considered is
MGB's good liquidity characterized by modest free cash flow, no
near-term debt maturities -- the revolver expires in five years and
the secured notes mature in 8 years -- and significant availability
under the $150 million revolver despite anticipated drawings. Also,
covenant compliance is not expected to be an issue. MGB is subject
to a maximum total leverage ratio of 6.00:1.00 with step downs to
5.50:1.00 for all periods from and after March 31, 2023, the
calculation of which will exclude quarters where the casino was not
fully operational due to a temporary closure related to COVID.

A higher rating can be achieved once Moody's has a higher degree of
confidence that the risks related to COVID-19 will lessen and the
operating environment improves along with revenue and earnings
visibility. A higher rating also requires that MGB generate
significant positive free cash flow and demonstrate the ability and
willingness to achieve and maintain debt/EBITDA below 4.0x over the
longer-term. Ratings could be downgraded if earnings decline or
liquidity deteriorates because of actions to contain the spread of
the coronavirus, consumer spending on gaming activities weakens, or
the company is unable to maintain the recent EBITDA margin
improvement. From a quantitative perspective, ratings could be
lowered if MGB's leverage on a gross debt/EBITDA basis exceeds 5.0x
for an extended period of time.

The principal methodology used in these ratings was Gaming
Methodology published in October 2020.

Midwest Gaming Borrower, LLC owns and operates Rivers Casino Des
Plaines in the Chicagoland market, featuring 1,008 slot machines
and 69 table games. Midwest is co-owned by Churchill Downs
Incorporated and Rush Street Gaming, LLC. The company's revenue is
less than $300 million.


MIDWEST VETERINARY: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Midwest Veterinary Partners,
LLC (d/b/a "Mission Veterinary Partners" or "MVP" ). Moody's also
assigned B2 ratings to the company's proposed first-lien credit
facilities, consisting of a $20 million revolver expiring 2026, a
$340 million term loan due 2028, and a $75 million delayed draw
term loan due 2028. Proceeds from the new first lien facility along
with $90 million second-lien term loan (unrated) will be used to
refinance existing debt and finance future acquisitions. The rating
outlook is stable.

The following ratings were assigned:

Issuer: Midwest Veterinary Partners, LLC:

Corporate Family Rating, B3

Probability of default rating, B3-PD

Gtd Senior Secured First Lien Revolver due 2026 at B2 (LGD3)

Gtd Senior Secured First Lien Term Loan due 2028 at B2 (LGD3)

Gtd Senior Secured First Lien Delayed Draw Term Loan due 2028 at B2
(LGD3)

Outlook Actions:

Outlook, Assigned Stable

All ratings are subject to receipt and review of final
documentation.

RATINGS RATIONALE

Midwest Veterinary Partners, LLC's B3 Corporate Family Rating (CFR)
broadly reflects its very high financial leverage (Moody's-adjusted
debt-to-EBITDA of 9.2 times on a pro forma basis and excluding
acquisitions under LOI), which Moody's expects to persist as the
company continues to use debt to fund acquisitions. Moody's
estimates include a number of adjustments and add-backs to EBITDA,
which add a degree of uncertainty around the true underlying cash
generating ability of the company. The rating is also constrained
by the company's modest absolute scale, and event and financial
policy risks related to both the aforementioned aggressive
acquisition strategy and its private equity ownership. There are
risks to the company's rapid growth strategy, including inability
to integrate and manage growth, and a high level of recurring
expenses which constrain cash flow. MVP's rating benefits from
favorable long term trends in the pet care sector that underpin
Moody's expectation for healthy same-store sales growth in at least
the mid-single-digits.

MVP's good liquidity profile is supported by a sizable cash balance
of roughly $156 million at the close of the transaction, full
access under a $20 million revolving credit facility due 2026, and
access to a $75 million delayed draw term loan. Furthermore
liquidity is supported by Moody's expectation of break-even to
modestly positive free cash flow, over the next 12 months. These
cash sources provide good coverage for the required 1% amortization
(roughly $3.4 million) of its first-lien senior secured term loan.

The stable outlook reflects Moody's expectation that leverage will
remain high as MVP continues to use debt to fund acquisitions, but
that the company's relatively stable business profile will result
in sustained mid-single digit top line growth, along with positive,
albeit modest, free cash flow.

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

The ratings could be downgraded if operational performance
deteriorates or liquidity weakens, or the company fails to generate
positive free cash flow. Inability to manage its rapid growth, or
if EBITA-to-interest approaches one times, could also put downward
pressure on the company's ratings.

The ratings could be upgraded if the company delivers sustained
revenue and earnings growth and is successful in integrating
acquisitions. Moderation of aggressive financial policies,
partially evidenced by debt/EBITDA sustained below 6.5 times, along
with sustained positive cash flows along with healthy cash balance
could also support an upgrade.

Following are some of the preliminary credit agreement terms, which
remain subject to market acceptance.

As proposed, the credit facilities are expected to contain covenant
flexibility for transactions that could adversely affect creditors,
including the ability to incur incremental term loan facilities in
an aggregate amount not to exceed the greater of $63.1 million and
100% of trailing four quarter EBITDA; plus an unlimited amount so
long as First Lien Net Leverage Ratio does not exceed 5.50x (if
pari passu secured), plus increases to first lien incremental
capacity from voluntary prepayments and commitment reductions of
second lien loans. A portion of the incremental, to be described in
the first lien credit agreement, may be incurred with an earlier
maturity date than the initial term loans.

The credit facilities also include provisions allowing the transfer
of assets to unrestricted subsidiaries, subject to carve-out
capacities, with no additional express "blocker" provisions
restricting such transfers of specified assets to unrestricted
subsidiaries; and the requirement that only wholly-owned
subsidiaries act as subsidiary guarantors, raising the risk that
guarantees may be released following a partial change in ownership,
with no explicit protective provisions limiting such guarantee
releases. There are no express protective provisions prohibiting an
up-tiering transaction.

Social and governance considerations are material to MVP's credit
profile. The rating reflects negative social risk as a result of
the coronavirus outbreak given its risk to patient and service
providers' health and safety. However, Moody's does not consider
the veterinary hospital service providers to face the same level of
social risk as many other healthcare providers. Growth in the
number of US households that own pets provides for a favorable long
term trend in the pet care sector that underpins healthy same-store
sales growth. Among governance considerations, MVP's financial
policies under private equity ownership are aggressive, reflected
in very high initial debt levels following the recapitalization, as
well as a strategy to supplement organic growth with material
debt-funded acquisitions.

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

Headquartered in Novi, Michigan, Midwest Veterinary Partners, LLC
(d/b/a "Mission Veterinary Partners" or "MVP") is a national
veterinary hospital consolidator, offering a full range of medical
products and services, and operating 136 general practice locations
across 22 states. The company generated pro forma revenues of
approximately $322 million for the fiscal year ended December 31,
2020. MVP is a portfolio company of private equity firm Shore
Capital Partners.


MIDWEST VETERINARY: S&P Assigns 'B-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Novi,
Mich.-based veterinary practice management company Midwest
Veterinary Partners (doing business as Mission Veterinary Partners;
MVP). At the same time, S&P assigned its 'B-' issue-level rating to
the proposed senior secured credit facility. The recovery rating is
'3' and reflects its expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of payment default.

The outlook is stable, reflecting S&P's expectation for
mid-single-digit percent organic revenue growth and the successful
integration of more than 90 newly acquired hospitals through 2022.
It also reflects our expectation for modest deleveraging beyond
2021 and positive free operating cash flow generation.

S&P said, "Our rating on MVP reflects our expectation for very high
adjusted leverage and low levels of free operating cash flow
generation.The company's proposed capital structure supports its
aggressive, debt-funded acquisition growth strategy. Due to the
increased debt burden, we expect adjusted debt to EBITDA to be
about 12.5x for 2021, despite the full year contribution of 82
hospitals that were acquired during 2020. We expect that the pace
of acquisitions will remain high, funded by $150 million of cash on
the balance sheet and the undrawn $75 million delayed draw term
loan. This should preclude any meaningful deleveraging over the
next few years, in our view, contributing to adjusted debt to
EBITDA that should remain above 10x through at least 2022. Despite
the high leverage, we expect MVP to generate positive free
operating cash flow over the next couple of years that is more than
sufficient to cover its scheduled annual debt amortization under
the proposed capital structure."

MVP operates with the smallest scale and shortest track record
within our rated universe of veterinary practice management
companies.MVP was established in 2017, but has expanded rapidly
during the past few years, acquiring 136 hospitals as of March 31,
2021. While the company itself is relatively young, the hospitals
acquired are long-running, with an average operating history of
greater than 30 years. MVP currently operates the fewest hospitals
of any company we rate in the sub-sector.
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@5d8ca9a2
(SVP; B-/Stable) and
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@4ec7f59a
(B/Stable) are the closest peers of MVP, as all three solely
operate general practice clinics (compared with the higher-margin
specialty clinics) and are more geographically concentrated--MVP in
the Midwest, SVP in the South, and VetCor in the Northeast. Both
SVP and Vetcor (with 170 and 272 clinics, respectively) were
further along in their expansion plans than MVP at the time of
initial rating.

S&P believes veterinarian practice management (VPM) has favorable
industry characteristics that include secular tailwinds,
significant consolidation opportunities to increase scale, and
favorable payment dynamics.Pet ownership continues to increase in
the U.S., and owners are spending more on animal health--a trend
amplified by the pandemic, which has caused owners to spend even
more time with their pets.

The VPM industry remains highly fragmented, but competitive.
Approximately 87% of veterinary hospitals in the U.S. are
independently owned, but the addressable market of appropriate
targets for these consolidators (typically greater than $1 million
in annual revenue) is much smaller. While the runway for
acquisitions remains long, the competitive nature of the bidding
process has driven acquisition multiples higher in recent years and
made the strategy more expensive.

Veterinary services are primarily cash pay, which means that
veterinary operators lack the reimbursement risk of other health
care service providers.

S&P said, "The stable outlook reflects our expectation that MVP
will continue generating acquisition-driven, double-digit revenue
growth and that EBITDA margins will expand, allowing the company to
generate positive free operating cash flow. We also expect the
company's aggressive, debt-financed growth strategy will cause
adjusted debt to EBITDA to remain above 10x through at least 2021.

"We could lower the rating if the company's organic revenue growth
were lower than we expected or if planned acquisitions were
nonaccretive. This could lead us to believe there were an increased
risk that MVP would be unable to cover its fixed charges, including
mandatory debt amortization. In this scenario, we would conclude
that the company's capital structure were unsustainable in the long
run.

"Although unlikely over the next 12 months, we could consider a
higher rating if the company focused on permanent debt reduction,
such that it sustained adjusted leverage materially below 9x and
free operating cash flow to debt well above 3%. We would also need
a clear demonstration of the company's commitment to maintaining
credit measures at this improved level, as well as a longer track
record of strong earnings performance."


MILLS FORESTRY: May 19 Amended Disclosure Statement Hearing Set
---------------------------------------------------------------
On April 12, 2021, debtors Mills Forestry Service, LLC, and Sammy
Clyde Mills, III, filed with the U.S. Bankruptcy Court for the
Southern District of Georgia an Amended Disclosure Statement and
Amended Plan.  On April 13, 2021, Judge Susan D. Barrett ordered
that:

     * May 19, 2021, at 10:00 a.m. at the U. S. Courtroom, U. S.
Courthouse, Dublin, GA is the hearing to consider the approval of
the amended disclosure statement.

     * May 14, 2021, is fixed as the last day for filing and
serving written objections to the amended disclosure statement

A full-text copy of the order dated April 13, 2021, is available at
https://bit.ly/3gjRjiO from PacerMonitor.com at no charge.   

Counsel to Debtors:

     David L. Bury, Jr.
     G. Daniel Taylor
     Stone & Baxter, LLP
     Suite 800, 577 Mulberry Street
     Macon, Georgia 31201

                 About Mills Forestry Service

Sammy Clyde Mills, III, is a resident of Kite, Georgia.  He and his
mother each own 50% of the outstanding membership interests in
Mills Forestry Service, LLC, a Georgia limited liability company
that operates a timber harvesting and forest service business out
of Adrian, Georgia.  

Mr. Mills and Mills Forestry Service sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No.
20-30046 and 20-30058) on March 7, 2020.  At the time of the
filing, Mills Forestry disclosed assets of between $1 million and
$10 million and liabilities of the same range.  Judge Edward J.
Coleman III oversees the cases.  The Debtors tapped Stone & Baxter,
LLP, as legal counsel.


MOTIF DIAMONDS: Creditor, Trustees Agree on Subchapter V Plan
-------------------------------------------------------------
Motif Diamond Designs, Inc., objecting creditor Southland Center,
LLC, the Subchapter V Trustee Charles Mouranie, and the Office of
the United States Trustee agree to seek confirmation of Motif
Diamond's Amended Small Business Debtor's Subchapter V Plan of
Reorganization from the U.S. Bankruptcy Court for the Eastern
District of Michigan.

The parties agree to effect into the Plan these provisions, that:

   * Southland will hold an Allowed Administrative Expense claim of
$150,000, and the remaining balance of $55,175 of its filed
administrative claims will be treated as Allowed Unsecured Claims,
and paid according to the Plan;

   * Southland's filed unsecured claims will be allowed, in full,
as Allowed Unsecured Claims and paid in accordance with the
provisions of the Plan;

   * the allowance of said Southland's claims shall resolve the
Debtor's objection to said claims;

   * the Allowed Unsecured Claims of AJ Chopjian, Inc. ($123,064),
Flash Jewelers, Inc. ($253.95), and Flash Manufacturing, LLC
($5,430) will not receive any distributions pursuant to the Plan,
notwithstanding any contrary provisions in the Plan; and

   * The Debtor will commit an additional $30,000 to the Plan, on
account of moving expenses paid pre-confirmation.

A copy of the proposed confirmation order is available free of
charge at https://bit.ly/32hfDtF from PacerMonitor.com.

Counsel to Southland Center, LLC, creditor:

    David M. Eisenberg, Esq.
    Maddin Hauser Roth & Heller, P.C.
    28400 Northwestern Hwy., 2nd Floor
    Southfield, MI 48034
    Telephone: (248) 354-4030
    Email: deisenberg@maddinhauser.com

Counsel to the U.S. Trustee:

    Timothy R. Graves, Esq.
    211 West Fort Street, Suite 700
    Detroit, MI 48226
    Telephone: (313) 226-7259
    Email: timothy.graves@usdoj.gov

Subchapter V Trustee:

    Charles Mouranie
    15300 Commerce Drive North
    Suite 200
    Dearborn, MI 48120
    Tel: (313) 271-4095
    E-mail: cmouranie@edsisolutions.com

                   About Motif Diamond Designs

Motif Diamond Designs, Inc., is a jewelry store based in Taylor,
Michigan. The Company filed a Chapter 11 petition (Bankr. E.D.
Mich. Case No. 20-40285) on Jan. 8, 2020.  The petition was signed
by Toros Chopjian, its vice president.  At the time of the filing,
the Debtor was estimated to have assets of up to $50,000 and
liabilities of $1 million to $10 million.

Judge Phillip J. Shefferly oversees the case.

The Debtor hired Yuliy Osipov, Esq., at Osipov Bigelman, P.C., as
its bankruptcy counsel and Al-Hassan, Howell, Sadaps CPA &
Associates, P.C., as its accountants.


MOUNT GROUP: Updates Green Builders Claims Pay Details
------------------------------------------------------
Mount Group, LLC and Mount Clemens Investment Group, submitted a
Third Amended Combined Disclosure Statement and Plan of
Reorganization dated April 15, 2021.

The Third Amended Combined Plan discusses the changes made to Class
Green Builders Plus which made up of the secured claim of Green
Builders Plus, in the approximate amount of $277,420.13. This class
shall be paid over 72 months at 2% interest until paid in full,
with monthly payments of $4,092.07. Green Builders shall retain its
lien rights, however, they shall be subordinate to the lien granted
to the class of General Unsecured Creditors.

General unsecured claimants which shall be paid 100% will have a
first lien on the Debtor's assets to secure payment of the
obligations in this Class. These payments shall be guaranteed by
Hammoud Family LLC.

In addition, equity holders shall retain their interests.

The Debtors reasonably believe that ongoing operations shall be
sufficient to fund the Plan. Other sources of cash may be explored
and utilized by the Debtors to the extent that cash infusions are
necessary to meet the obligations of the Plan.  Any cash infusions
will be subordinate to the Plan obligations, including the payments
to General Unsecured Claims in Class 3 and to the Green Builders
Plus Claim in Class 2.  The Debtor may also sell all of its assets
or a portion of its assets to fund its obligations under the Plan.
To the extent additional monies are needed, it is contemplated that
funds will come from Debtor's principal, which shall be treated as
a new value contribution to the extent new value is required, and
as a loan at 2% interest amortized over 10 years to the extent new
value is not required.

A full-text copy of the Third Amended Combined Disclosure Statement
and Plan dated April 15, 2021, is available at
https://bit.ly/3svgp0t from PacerMonitor.com at no charge.

Attorneys for Debtors:

     Robert N. Bassel, Esq.
     P.O. Box T
     Clinton, MI 49236
     Tel: (248) 835-7683
     Email: bbassel@gmail.com   

                       About Mount Group

Mount Group, LLC, is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).  Mount Group filed a Chapter 11 petition
(Bankr. E.D. Mich. Case No. 20-46958) on June 19, 2020.  At the
time of filing, the Debtor had $1 million to $10 million assets and
$1 million to $10 million liabilities.  Robert N. Bassel, Esq., is
the Debtor's Counsel.


NEW RESIDENTIAL: Moody's Affirms B1 CFR Amid Caliber Home Deal
--------------------------------------------------------------
Moody's Investors Service has affirmed the B1 long-term corporate
family rating and B3 long-term senior unsecured rating for New
Residential Investment Corp. The rating outlook remains stable.

The ratings affirmation follows New Residential's announcement that
it intends to acquire Caliber Home Loans, Inc. (Caliber), a large
US residential mortgage company, for an estimated purchase price of
$1.675 billion in cash, which management expects to close in the
third quarter of 2021.

Affirmations:

Issuer: New Residential Investment Corp.

LT Corporate Family Rating, Affirmed B1

Senior Unsecured Regular Bond/Debenture, Affirmed B3

Outlook Actions:

Issuer: New Residential Investment Corp.

Outlook, Remains Stable

RATINGS RATIONALE

The ratings affirmation reflects Moody's unchanged view of New
Residential's b1 standalone credit profile. Moody's expects that
the acquisition of Caliber will complement New Residential's
existing business, as it has the potential to materially strengthen
its origination franchise and ultimately its profitability over
time. However, the acquisition poses material integration and
operational risks, which in Moody's view currently constrain
positive pressure on the company's standalone assessment.

With the Caliber acquisition, New Residential will become a top 5
or so non-bank mortgage lender and servicer in the US, combining
Caliber's approximately $80 billion and New Residential's
approximately $62 billion of residential mortgage originations in
2020 with a servicing portfolio of approximately $450 billion (not
including mortgage servicing rights owned by New Residential but
subserviced by others) as of year-end 2020.

Moody's believes that combining two large, rapidly growing
origination and servicing platforms gives rise to integration and
operational risks, including IT. These risks, however, are partly
mitigated by the modest overlap in the two companies' origination
channels along with New Residential management's experience in
acquiring and integrating other mortgage businesses and
portfolios.

New Residential plans to issue around $500 million in common stock
to help fund the transaction, and it estimates that its
capitalization, as measured by tangible common equity (TCE) to
adjusted tangible managed assets (TMA) following the close of the
acquisition, will be around 17.5% compared to 16.6% at year-end
2020.

Over the last couple of quarters, New Residential has strengthened
its funding and liquidity profile by reducing its reliance on
short-term secured funding and mark-to-market financing, increased
its servicer advance capacity and diversified its funding,
including the September 2020 issuance of $550 million senior
unsecured notes due 2025. Moody's considers that issuance as a
credit positive development since it provides the company with
greater funding options, particularly during times of stress. New
Residential has also grown its on balance sheet liquidity, which
will in part be used to fund the acquisition of Caliber. The use of
cash to fund the transaction is in line with Moody's expectation
that New Residential would seek to deploy excess liquidity in
growth opportunities.

The stable outlook reflects Moody's expectation that New
Residential will successfully integrate the Caliber acquisition
while maintaining solid profitability in its origination segment
and solid capital levels without a material weakening of its
liquidity profile, over the next 12-18 months.

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

Moody's expects integration and operational risks from the Caliber
acquisition, given its size, to constrain the company's standalone
assessment and ratings, making rating upgrades unlikely over the
next 12-18 months. The ratings could be upgraded if the company
successfully integrates the acquisition while achieving solid
profitability and capitalization levels for example, with net
income to average managed assets and TCE/ tangible managed assets
(TMA, Moody's adjusted) consistently remain above 2.5% and 17.5%,
respectively. In addition, increasing its reliance on unsecured
funding would be positive for the standalone assessment and
ratings.

The ratings could be downgraded if the integration of the
companies' origination and servicing platforms were to materially
weaken New Residential's financial performance. The ratings could
also be downgraded if Moody's were to expect capitalization as
expressed by TCE to TMA (Moody's adjusted) to remain below 15%, if
profitability deteriorates such as net income to average manage
assets falling below 1% or if the company's liquidity position
deteriorates materially.

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


NEW YORK CLASSIC: Seeks Cash Collateral Access
----------------------------------------------
New York Classic Motors, LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to use cash collateral
and provide adequate protection.

The Debtor believes that the use of Collateral in accordance with
the Proposed Budget will provide the Debtor with adequate liquidity
to pay administrative expenses as they become due and payable
during the period covered by the Budget.

The Debtor, together with its affiliates, operates a first-class
automobile showroom that is open to the public and a luxury private
automobile club that features a lounge, two bars, a restaurant and
terrace overlooking the Hudson River.

The Debtor's bankruptcy was precipitated by a continued dispute
between the Debtor and Hudson River Park Trust, its landlord,
arising out of a Concession Agreement between the parties that
provides for the Debtor's use and occupancy of the Premises.

The Debtor believes that with the help of counsel, it will be able
to restructure its affairs and propose a plan of reorganization
that is in the best interests of its creditors and affords them the
greatest recovery possible.

The creditors that assert a "blanket lien" on all of the Debtor's
assets are HIL Holdings I LLC, American Express National Bank and
US Small Business Administration.

The Debtor does not believe that AMEX holds a valid lien on the
Debtor's assets as it has paid off its loan with AMEX.

The Debtor represents that HIL has consented to the use of the
Collateral conditioned upon entry of the Order, however, the Debtor
has not been able to communicate with the SBA regarding the matter.


As adequate protection for the Debtor's use of Cash Collateral, the
Debtor will grant HIL and the SBA replacement liens in all of the
Debtor's post-petition assets and proceeds, including the cash
Collateral and the proceeds of the foregoing, to the extent that
HIL and the SBA had a valid security interest in said pre-petition
assets on the Petition Date and in the continuing order of priority
that existed as of the Petition Date.

The Debtor submits that, in order to preserve the Debtor's estate
and ensure the viability of the Debtor during the Chapter 11 case,
HIL and the SBA should be granted Replacement Liens with the same
nature, extent and validity of their pre-petition liens, subject to
investigation by any creditors or committee appointed in the
Debtor's Chapter 11 case.

The Replacement Liens will be subject and subordinate only to: (a)
United States Trustee fees payable under 28 U.S.C. Section 1930 and
31 U.S.C Section 3717; (b) professional fees of duly retained
professionals in this Chapter 11 case as may be awarded pursuant to
Sections 330 or 331 of the Code or pursuant to any monthly fee
order entered in the Debtor's Chapter 11 case; (c) the fees and
expenses of a hypothetical Chapter 7 trustee to the extent of
$10,000; and (d) the recovery of funds or proceeds from the
successful prosecution of avoidance actions.

In addition to the liens and security interests proposed to be
granted, as additional adequate protection for the Debtor's use of
Cash Collateral, the Debtor will pay to HIL monthly interest only
debt service payments, at the contract (non-default) rate of
interest, as set forth in the HIL Loan Agreements. HIL will also be
entitled to payment of actual and reasonable attorneys' fees and
expenses, in the approximate amount of $10,000 per month, which
will be paid in arrears on a monthly basis.

A copy of the Motion is available for free at
https://bit.ly/3gejFLj from PacerMonitor.com.

            About New York Classic Motors, LLC

New York Classic Motors LLC, doing business as Classic Car Club
Manhattan, is a classic car dealer in New York.  The company filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
21-10670) in Manhattan on April 9, 2021.  It listed assets of about
$50 million and liabilities of about $50 million.  Kirby Aisner &
Curley LLP is the Debtor's counsel.



NEWSTREAM HOTEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Newstream Hotel Partners-LIT, LLC
        311 South Oak Street, Suite 250
        Roanoke, TX 76262

Chapter 11 Petition Date: April 16, 2021

Court: United States Bankruptcy Court
       Eastern District of Texas

Case No.: 21-40561

Debtor's Counsel: Jason P. Kathman, Esq.
                  SPENCER FANE
                  5700 Granite Parkway
                  Suite 650
                  Plano, TX 75024
                  Tel: 972-324-0300
                  E-mail: jkathman@spencerfane.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Timothy Nystrom, manager.

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

https://www.pacermonitor.com/view/MYMLRXY/Newstream_Hotel_Partners-LIT_LLC__txebke-21-40561__0002.0.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/M4X4PHY/Newstream_Hotel_Partners-LIT_LLC__txebke-21-40561__0001.0.pdf?mcid=tGE4TAMA


NIAGARA FRONTIER: Wins Cash Collateral Access on Interim Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
authorized Niagara Frontier Country Club, Inc. to use cash
collateral on an interim basis in accordance with the interim
budget and provide adequate protection.

The Court determined that further interim relief requested in the
Motion is necessary to avoid immediate and irreparable harm to the
Debtor and its estate pending a continued Final Hearing, and
otherwise is fair and reasonable and in the best interests of the
Debtor, its estate, and its creditors, and is essential for the
continued operation of the Debtor's business.

As adequate protection, M&T Bank is granted roll-over or
replacement liens granting security to the same extent, in the same
priority, and with respect to the same assets, as served as
collateral for its Prepetition M&T Indebtedness, to the extent of
Cash Collateral actually used during the pendency of the Chapter 11
case, without the need of any further public filing or other
recordation to perfect such liens or security interests.

Richard Elia is also granted roll-over or replacement liens
granting security to the same extent, in the same priority, and
with respect to the same assets, as served as collateral for the
Debtor's prepetition indebtedness to him, to the extent of Cash
Collateral actually used during the pendency of the Chapter 11
case, without the need of any further public filing or other
recordation to perfect such liens or security interests.

The financial institutions at which the Debtor maintains its
accounts relating to the payment of the obligations are authorized,
but not directed, to (i) receive, process, honor, and pay all
checks presented for payment and to honor all fund transfer
requests made by the Debtor related thereto, to the extent that
sufficient funds are on deposit in those accounts and (ii) accept
and rely on all representations made by the Debtors with respect to
which checks, drafts, wires, or automated clearing house transfers
should be honored or dishonored in accordance with this or any
other order of this Court, whether such checks, drafts, wires, or
transfers are dated prior to, on, or subsequent to the Petition
Date, without any duty to inquire otherwise.

A final hearing on the matter is scheduled for May 5, 2021 at 11
a.m.

A copy of the order is available for free at https://bit.ly/3seP0jg
from PacerMonitor.com.

            About Niagara Frontier Country Club, Inc.

Niagara Frontier Country Club, Inc. --
http://niagarafrontiergolfclub.com/-- is a private,
membership-based golf club located in Youngstown, New York.  The
18-hole Niagara Frontier course at the Niagara Frontier Country
Club facility features 6,236 yards of golf from the longest tees
for a par of 70.

Niagara Frontier Country Club sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11695) on Aug. 30,
2018.  In the petition signed by Henry Sandonato, president, the
Debtor was estimated to have assets of $1 million to $10 million
and liabilities of $1 million to $10 million.  

Judge Michael J. Kaplan oversees the case.

Baumeister Denz LLP is the Debtor's counsel.



NIC ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service has changed the outlook of NIC
Acquisition Corp. (d/b/a Innovative Chemical Products Group, or
"ICP") to negative from stable. At the same time, Moody's has
affirmed the company's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, B3 ratings on its first lien credit
facilities and Caa2 rating on the second lien term loan.

"The negative outlook reflects the company's aggressive debt-funded
growth strategy, challenges of integrating two recently acquired
businesses and weak credit metrics that leaves little leeway for
its B3 CFR," says Jiming Zou, a Moody's Vice President and Senior
Analyst for ICP.

On April 12, 2021, ICP announced it entered into a purchase
agreement to acquire Skyline, a provider of spray applied adhesives
for roofing and high-pressure laminate applications. ICP will fund
the Skyline acquisition by issuing incremental $200 million of
incremental first lien term loan, and invest roughly $40 million of
additional equity. This is another major acquisition completed by
the company within in the last five months. In January 2021, ICP
issued new term loans to fund the acquisition of Gardner-Gibson, a
manufacturer of coatings, adhesives, sealants and underlayments
used in commercial repair and maintenance applications.

Rating action:

Issuer: NIC Acquisition Corp. (an entity that represents ICP)

Outlook, changed to Negative from Stable

Rating affirmations:

Issuer: NIC Acquisition Corp. (an entity that represents ICP)

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Borrowers: NIC Acquisition Corp., CPC Acquisition Corp. and
Gardner-Gibson Acquisition Corp.

Gtd. senior secured first lien revolving credit facility, Affirmed
B3 (LGD3)

Gtd. senior secured first lien term loan, Affirmed B3 (LGD3)

Gtd. senior secured second lien term loan, Affirmed Caa2 (LGD6)

RATINGS RATIONALE

ICP's aggressive debt-funded acquisitions have resulted in weaker
than expected credit metrics for its B3 CFR and limited financial
buffer to weather against unfavorable market conditions. While the
overall business environment is improving with the rollout of the
COVID vaccines and broader economic reopening, Moody's expect key
challenges for ICP will be the integration of two recently acquired
companies, Gardner-Gibson and Skyline, which will more than double
its sales to about $800 million. Although management is experienced
in M&A, the scale of the Gardner-Gibson and Skyline businesses are
larger than historical acquisitions and come at higher purchase
price multiples.

Private equity firm ownership continues to constrain ICP's credit
profile. While management aims to improve earnings and reduce debt
leverage, bolt-on acquisitions remain an integral part of the
business strategy. ICP's adjusted debt leverage has been maintained
at about seven times over the last three years, as management
completed a number of debt-financed bolt-on acquisitions.
Management fee payouts will also constrain the retention of cash
for debt reduction.

ICP's adjusted debt leverage will be at about mid seven times in
the 12 months following the acquisition of Skyline, based on
Moody's estimates. It could take nearly two years for the company
to improve its adjusted debt leverage towards 7.0x, as the combined
company is expected to gradually improve earnings and cash flows
after realizing cost savings in logistics and raw material
procurement. Moody's assumptions on business synergies are more
conservative than that of the management, considering business
execution risks following two large acquisitions and one-off cash
spending for business integration and restructuring.

The B3 CFR continues to factor in ICP's business resilience, as the
company generates a large share of its sales from building repair
and renovation. Despite the COVID-19 outbreak in 2020, ICP's
operating performance was relatively stable. EBITDA improved year
on year thanks to mix shift towards higher margin product
categories and lower operating expenses. Skyline's adhesives
products are complementary to ICP's existing product portfolio with
a focus on specialty coatings, adhesives and sealants. Cost savings
can be achieved in raw material procurement, freight and logistics.
Skyline has overlapping customers with ICP and offers the potential
of additional sales through ICP's commercial channels.

ICP has adequate liquidity to support its business operations for
the next four quarters. The $125 million revolving credit facility
is large enough to cover seasonal working capital needs and one-off
spending related to business integration and restructuring. The
revolver contains a springing financial covenant—first lien
leverage ratio not exceeding 7.75x, which will be tested if the
outstanding revolver exceeds 35% of the total commitment. Moody's
expect the company will remain in compliance with its financial
covenant.

The B3 ratings on the first lien revolver and term loan are in line
with the CFR and reflect the preponderance of the first lien
facilities in the debt capital structure and their first priority
secured interest in substantially all assets and outstanding equity
interest of the borrowers, guarantors and their subsidiaries.

The Caa2 rating on the second lien term loan, two notches below the
CFR, reflects its subordination to the first lien credit facilities
based on Moody's Loss Given Default for Speculative-Grade Companies
(LGD) Methodology. ICP's covenant-lite loans allow for generous
EBITDA add-backs and incremental term loans that result in weak
protection for creditors.

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

An upgrade is unlikely given its high debt leverage, but could be
considered if ICP increases its business scale and earnings by
successfully implementing its roll-up strategy, demonstrates a
track record of free cash flow generation and reduces its debt
leverage to below 5.5x.

Moody's could downgrade the rating, if there is a deterioration in
ICP's revenues or earnings as a result of business integration
issues or weaker operating environment. Debt leverage in excess of
7.0x, negative free cash flow and deterioration in liquidity could
also result in a rating downgrade.

Innovative Chemical Products Group, formed in late 2015, is a
leading formulator of specialty coatings, adhesives, sealants, and
elastomers serving the industrial and construction markets. ICP
operates in two business segments--ICP Building Solutions Group and
ICP Industrial Solutions Group. ICP is controlled by funds
affiliated with Audax Management Company, LLC, together with other
investors including management.

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


NN INC: Expands Board of Directors With Appointment of Joao Faria
-----------------------------------------------------------------
Joao Faria has been named to NN, Inc.'s Board of Directors,
effective April 13, 2021.

Mr. Faria brings decades of manufacturing and engineering
experience to the Board, with a specific focus on the electric
vehicle (EV) market.  Mr. Faria currently serves as president of
the Vehicle Group/eMobility at Eaton Corporation, a global power
management company providing energy-efficient products and services
to help customers effectively manage electric, hydraulic, and
mechanical power.  Previously, in his over three-decade career in
engineering and manufacturing, Mr. Faria held a variety of
leadership positions at Eaton, including president Corporate Latin
America, vice president Eaton Electric Latin America, Americas
Regional president for Hydraulics Group, and president of Eaton
Powertrain Specialty Control Operation Worldwide.

"We are excited to welcome Joao to our Board, as we expect his
demonstrated experience in go to market strategies as well as his
engineering and technical background will be beneficial to NN's
future growth," commented Jeri Harman, Chairman of NN's Board of
Directors.  "His deep global experience and perspectives on vehicle
electrification and power infrastructure will provide immediate
value to NN as we work to achieve our long-term strategic goals
across our business units."

Mr. Faria is well versed in current trends and opportunities
stemming from the electrification of vehicles around the world
through his extensive background and current work.  In 2014, Mr.
Faria was named vice president of Eaton Electric Group for Latin
America where he developed a clear understanding of electrification
and technology trends.  With his promotion to lead Eaton's Vehicle
Group in 2017, Mr. Faria has become the lead executive in Eaton's
efforts to adapt their offerings to OEMs and other Tier-1
automotive suppliers to address opportunities surrounding
electrification of vehicles globally.  He is well versed in the
demands and expectations of a Tier-1 automotive supplier through
his experience as general manager of Eaton's Automotive Engine and
Valve Actuation business.

Warren Veltman, NN president and chief executive officer, said, "I
look forward to working with Mr. Faria as we continue our drive
toward long-term strategic growth.  His diverse experience enables
a dynamic perspective that will impact both our Mobile Solutions
and Power Solutions businesses, with a particular focus on electric
vehicles."

Mr. Faria added, "I look forward to applying my global experience
toward achieving NN's mission and enlisting my background in
vehicle electrification to bring new insights as NN navigates the
transition from internal combustion to electric vehicles to the
benefit of both of its business segments."

Mr. Faria received an MBA and Master of Science in Engineering from
the University of Sao Paulo as well as a Bachelor of Science in
Materials Engineering from the University of Sao Carlos in Brazil.
Having worked throughout a diverse group of countries, Mr. Faria is
fluent in four languages.

Mr. Faria was identified through a national search conducted by the
Diversified Search Group.  He will assume a newly created seat on
the Board, which has been increased pending the retirement of Mr.
Steven Warshaw at the 2021 Annual Stockholders Meeting.  The Board
of Directors is now comprised of nine directors, eight of whom are
independent.  Upon Mr. Warshaw's retirement, the Company will
reduce the size of its board of directors from nine to eight.

Mr. Faria will be compensated on the same basis as all other
non-management directors of the Company.  Mr. Faria will enter into
an indemnification agreement with the Company, in the form
previously entered into by the Company with its current directors.

                           About NN Inc.

NN, Inc. -- www.nninc.com -- is a global diversified industrial
company that combines advanced engineering and production
capabilities with in-depth materials science expertise to design
and manufacture high-precision components and assemblies primarily
for the electrical, automotive, general industrial, aerospace and
defense, and medical markets.  The Company has 32 facilities in
North America, Europe, South America, and China.

NN, Inc. reported a net loss of $100.59 million for the year ended
Dec. 31, 2020, compared to a net loss of $46.74 million for the
year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$624.96 million in total assets, $265.72 million in total
liabilities, $105.08 million in series B convertible preferred
stock, and $254.15 million in total stockholders' equity.


NORTHERN ILLINOIS UNIV.: Moody's Rates $106MM Education Bonds 'Ba2'
-------------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 to Northern Illinois
University's $106 million Auxiliary Facilities System (AFS)
Refunding Revenue Bonds, Series 2021. The Ba2 ratings on $156
million of outstanding AFS bonds and the Ba3 on the $6.7 million
outstanding COP are unchanged; the outlook remains stable.

RATINGS RATIONALE

The assignment of the Ba2 rating incorporates the strength of
Northern Illinois University's (NIU) moderately sized operating
base and role as a public university with a defined regional
mission. The rating also incorporates ongoing credit challenges
marked by continually narrow operating results, an intensely
competitive student market and high reliance on state
appropriations. The university's recently deployed enrollment
management plan favorably drove stable enrollment in academic year
2020 after a prolonged period of enrollment declines. Despite
pandemic-related enrollment pressures, NIU's freshmen enrollment
increased 8% in academic year 2020. Federal pandemic relief will
supplement the university's working capital over the near term.
Additionally, historically volatile state funding has stabilized in
recent years, which is a material credit driver as state
appropriations comprise over 40% of operating revenue and support
the university's contributions to the state-run pension system.

The Ba3 rating on the Certificates of Participation (COPs) is based
on NIU's fundamental credit strengths, and a broad pledge of
revenues available to pay debt service, offset by a subordinate
position to AFS bonds for certain revenues combined with
appropriation risk.

RATING OUTLOOK

The stable outlook reflects prospects for ongoing state operating
appropriation stability that will aid in the university's progress
towards fiscal balance. It also incorporates expectations of steady
freshmen enrollment that will help stem overall enrollment decline
over time.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING

-- Multi-year stability and predictability of state funding,
supported by an improved fiscal condition of NIU

-- Stable to growing enrollment leading to increased net tuition
revenue and decreasing reliance on state funding for operations

-- Substantial growth in balance sheet reserves to mitigate the
effects of volatility on operations

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING

-- Decline or additional volatility of state operating support or
post-employment benefits provided through "on behalf" payments

-- Material weakening of liquidity or inability to maintain sound
operating performance

-- Inability to curb enrollment losses leading to sustained net
tuition revenue declines

LEGAL SECURITY

The Auxiliary Facilities System Revenue bonds are secured by the
sum of net revenue, pledged fees and pledged tuition. Net revenue,
pledged fees and pledged tuition are covenanted to be adjusted in
amounts that will maintain 2.0x maximum annual debt service (MADS)
coverage. Pledged fees are derived from the system and may be
adjusted to reflect actual and projected fee increases. Inclusive
of the system's net revenue, pledged fees, and pledged tuition,
fiscal 2020's coverage far exceeded its covenant requirement with
MADS coverage at 12x. Pro forma MADS coverage is projected to
remain greater than 10x.

The Series 2014 COPs are payable from state appropriated funds and
budgeted legally available funds of the board. Legally available
funds include student tuition (subject to the prior pledge AFS
revenue bonds), certain fees, certain investment income, and
indirect cost recoveries on grants and contracts. The board is
required to transfer pledged tuition to pay for the operating and
maintenance costs of the AFS if AFS revenues are insufficient, and
these expenses have a priority position over debt service for the
COPs. The COPs are unsecured, and the installment agreement can be
terminated in the absence of budgeted legally available funds,
resulting in a weaker security than the secured pledge provided to
AFS bonds.

USE OF PROCEEDS

Proceeds from the Auxiliary Facilities System Revenue Refunding
Bonds, Series 2021 will be used to acquire student resident
facilities that were built in partnership with the Collegiate
Housing Foundation (CHF). The acquisition will terminate the
university's capital lease agreement under the CHF partnership and
become part of existing facilities AFS debt under the bond
resolution. While the plan of finance will increase AFS financial
leverage, the university's overall leverage will not materially
change because the capital lease commitments have been treated as
part of total debt.

PROFILE

Northern Illinois University is a multi-campus public university
with its main campus in the City of DeKalb, IL (A2), and three
satellite campuses that primarily serve graduate students. The
university has a broad array of undergraduate and graduate academic
programs, including concentrations in education, business,
engineering, health and human science, law, and visual and
performing arts. Fall 2020 total fulltime equivalent student
enrollment was 13,741 FTEs.

METHODOLOGY

The principal methodology used in this rating was Higher Education
published in May 2019.


NUSTAR ENERGY: Moody's Alters Outlook on Ba3 CFR to Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of NuStar Energy
L.P. (NuStar) and NuStar Logistics, L.P. (NuStar Logistics),
including the Ba3 Corporate Family Rating, Ba3-PD Probability of
Default rating and Ba3 ratings of senior unsecured notes. The B2
ratings of NuStar Logistics' subordinated notes and the B2 ratings
of preferred units issued at NuStar were also affirmed. NuStar's
SGL-3 Speculative Grade liquidity rating is unchanged. The outlook
on all ratings was changed to stable from negative.

"The change to stable outlook follows NuStar's successful efforts
to restore financial flexibility and liquidity position. Moody's
expects the company to continue to proactively manage its
refinancing requirements," said Elena Nadtotchi, Moody's Senior
Vice President.

Affirmations:

Issuer: NuStar Energy L.P.

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Pref. Stock Preferred Stock, Affirmed B2 (LGD6)

Issuer: NuStar Logistics, L.P.

Subordinate Notes, Affirmed B2 (LGD6)

Senior Unsecured Notes, Affirmed Ba3 (LGD3)

Issuer: St. James (Parish of) LA

Senior Unsecured Revenue Bonds, Affirmed Ba3

Outlook Actions:

Issuer: NuStar Energy L.P.

Outlook, Changed To Stable From Negative

Issuer: NuStar Logistics, L.P.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The change of outlook to stable reflects NuStar's improved
financial flexibility, after the company has addressed its
near-term refinancing requirements, as well as the outlook for a
gradual recovery in activity in the E&P and refining sectors that
should support modest growth in NuStar's earnings in 2021-22.

NuStar's Ba3 CFR is supported by its large and diversified asset
base, high credit quality of its largest counterparties and
favorable structure of contracts, that supported the company's
earnings in 2020. The rating also reflects a relatively high level
of debt and preferred obligations, that NuStar raised to help fund
its strategic expansion in the Permian basin in 2016-2019. At the
end of 2020, NuStar's adjusted debt stood at $3.7 billion, with a
further $1.4 billion outstanding in preferred securities, that
Moody's excludes from the calculation of debt and leverage metrics.
However, the preferred securities entail large cash coupon
payments. Moody's expects NuStar's leverage to remain at around 5x
debt/EBITDA in 2021-22 and to recover slowly in step with growth in
earnings.

Having scaled back capital spending, NuStar is positioned to cover
all its operating and investment needs in the near term. The
ability to generate free cash flow and significantly reduce debt
will remain constrained by the rising cash payments on preferred
units, as well as the relatively high cash cost of debt. NuStar
retains significant flexibility to further reduce common
distributions or to raise capital through asset sales, should it
decide to accelerate debt repayment or benefit from the redemption
options available on some of its preferred units from 2021-22.

NuStar Logistics' unsecured notes are rated Ba3, the same as the
CFR, reflecting a debt capital structure that is comprised of
almost all unsecured debt. NuStar Logistics' various unsecured
bonds and its revolving credit facility are unsecured and pari
passu. NuStar Logistics' subordinated notes and NuStar's preferred
units are rated B2, two notches below the Ba3 CFR, reflecting their
respective contractual and structural subordination to NuStar
Logistics' senior unsecured debt obligations.

Moody's expects NuStar to maintain adequate liquidity. The SGL-3
rating anticipates that the company will continue to proactively
manage its significant refinancing needs.

NuStar's principal source of liquidity is its committed $1 billion
revolving credit facility that matures in October 2023. The credit
facility is unsecured, but drawings are subject to a material
adverse change clause. The credit facility has two financial
covenants, debt/EBITDA of no greater than 5.0x and EBITDA/ Interest
of at least 1.75x (the subordinated notes and preferred units are
excluded from the calculation). Moody's expect NuStar to remain in
compliance with the financial covenants in 2021-22.

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

The Ba3 rating may be upgraded if the company delivers on the
growth potential of its now completed Permian Crude System
acquisition and lays the foundation of the financial framework
which will allow it to maintain sound liquidity and leverage below
4.5x debt/EBITDA, as well as reduce the financial burden of
distributions, including payments on various preferred units.

Considering the large amount of preferred liabilities outstanding,
a deterioration in leverage, with debt/EBITDA exceeding 5.5x or
weaker liquidity may lead to a downgrade of the rating.

NuStar Energy is a sizable and diversified pipeline and storage
company operating in the United States, Canada and Mexico. Its
assets include a network of oil and refined product pipelines in
the Permian and Eagle Ford basins in Texas, and an interstate
ammonia pipeline connecting production and terminals in Louisiana
with America's corn belt.

The principal methodology used in these ratings was Midstream
Energy published in December 2018.


NUZEE INC: Travis Gorney to Serve as Sales VP, CIO Starting May 3
-----------------------------------------------------------------
Travis Gorney, the current chief marketing officer of NuZee, Inc.,
was re-assigned to a different position of employment within the
Company, with such reassignment to be effective May 3, 2021.  Until
the Effective Date, Mr. Gorney will continue to perform the duties
and responsibilities of the Company's chief marketing officer.
Following the Effective Date, Mr. Gorney is expected to serve as
chief innovation officer and vice president, sales.

                            About Nuzee

NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee producer and co-packer.  The
Company owns sophisticated packing equipment developed in Asia for
pour over coffee production and it believes its long-standing
experience with this equipment and associated pour over filters,
and its relationships with their manufacturers provide the Company
with an advantage over its North American competitors.

Nuzee reported a net loss of $9.52 million for the year ended Sept.
30, 2020, compared to a net loss of $12.21 million for the year
ended Sept. 30, 2019.  As of Dec. 31, 2020, the Company had $8.97
million in total assets, $1.27 million in total liabilities, and
$7.69 million in total stockholders' equity.


OLYMPIC TOWER 2017-OT: Fitch Affirms BB- Rating on Class E Certs
----------------------------------------------------------------
Fitch Ratings has affirmed its ratings on all seven classes of
Olympic Tower 2017-OT Mortgage Trust Commercial Mortgage
Pass-Through Certificates (Olympic Tower 2017-OT).

    DEBT               RATING          PRIOR
    ----               ------          -----
Olympic Tower 2017-OT Mortgage Trust

A 68162MAA0     LT  AAAsf   Affirmed   AAAsf
B 68162MAG7     LT  AA-sf   Affirmed   AA-sf
C 68162MAJ1     LT  A-sf    Affirmed   A-sf
D 68162MAL6     LT  BBB-sf  Affirmed   BBB-sf
E 68162MAN2     LT  BB-sf   Affirmed   BB-sf
X-A 68162MAC6   LT  AAAsf   Affirmed   AAAsf
X-B 68162MAE2   LT  AA-sf   Affirmed   AA-sf

KEY RATING DRIVERS

The Negative Rating Outlook on class E reflects concerns
surrounding the increasing real estate tax expense and ongoing
impact of the pandemic on retail tenancy at the property, and
within the larger Fifth Avenue submarket. The affirmations reflect
the stable occupancy and high quality of the collateral, which
consists of the leasehold interest in the office and retail
portions within 21 stories of a 52-story high-end mixed-use
property located on Fifth Avenue in Midtown Manhattan. The property
continues to exhibit strong occupancy at 97.3%. Per the servicer,
the YTD September 2020 net cash flow (NCF) debt service coverage
ratio (DSCR) was 1.52x, compared to 1.63x at YE 2019 for the
interest only loan.

Increased Real Estate Tax Expense: As of the most recent real
estate tax bills, the expense was approximately $25.1 million, up
from approximately $20.0 million in 2018; this represents an
increase of approximately 25.5% over the last three years. While
some of the increased expense can be passed through to the tenancy,
the largest tenant, the NBA, entered an extension term in January
2021 and its base tax year has been reset. The NBA's base rent
increased on the majority of its space by approximately $17.50 psf
to $95.00 psf, which accounts for some of the lost expense
reimbursement income. Fitch's cash flow analysis accounts for these
factors, and Fitch will continue to monitor the cash flow and any
further negative impact of the increasing expense.

Retail Component/Coronavirus Impact: While the subject's retail
submarket has long been considered a premier shopping district,
several high-profile tenants have vacated the area in the last few
years. Further, the ongoing pandemic has resulted in additional
stress to the property and the performance of the overall retail
submarket.

High Quality Asset in Prime Office and Retail Location: The
property consists of approximately 410,600 rentable sf of class A
office space within the Plaza submarket, and 113,600 rentable sf of
retail space along Fifth Avenue, between East 51st and East 52nd
Streets in Midtown Manhattan. The property's public spaces
re-opened in early 2019 after a multi-million dollar renovation.

Strong Historical Occupancy and Long-Term Leases: Per the Sept. 30,
2020 rent roll, the property was 97.3% occupied and has maintained
an average historical occupancy of over 97% since 2008. The top
four tenants by NRA, which account for approximately 84.6% of the
NRA and 72.9% of base rent, have a weighted average remaining lease
term of approximately 11 years.

Diverse and High Quality Tenant Base: The property is leased to 17
office and retail tenants. It serves as the headquarters location
for several of the tenants, including the NBA (38.1% of NRA), MSD
Capital (8.2% of NRA), and Richemont North America (24.3% of NRA)
and as current flagship locations for Cartier (10.3% of NRA) and
Versace USA (3.7% of NRA). The property leases space to other
luxury retailers including Furla, Longchamp, Armani Exchange and H.
Stern Jewellers.

All of the subject's retail tenants closed for various periods
during the pandemic, and eight of the nine in-place retail tenants
representing 20.6% of NRA and 64.4% of base rent, received rent
relief primarily in the form of partial or full rent deferrals
between April and July 2020. Fig & Olive (1.3% NRA; 0.8% base rent)
remains closed and filed for Chapter 11 bankruptcy during the
pandemic. Additionally, Jimmy Choo USA (0.3% NRA; 0.6% base rent)
reportedly closed its location at the subject permanently, well
before its scheduled lease expiration of June 2028. H Stern
Jewellers (1.6% of NRA; 4.8% base rent), has a lease maturity in
January 2022, and is reportedly in the process of negotiating a
modification to their current lease terms with the borrower.

To account for these concerns, Fitch excluded the rents for Fig &
Olive and Jimmy Choo USA in its cash flow analysis and applied a
10% vacancy stress to the remaining in place retail base rent,
which contributes approximately two-thirds of the property's base
rent.

Fitch Leverage: The $760 million mortgage loan has a Fitch stressed
DSCR and loan-to-value (LTV) of 0.99x and 88.5%, respectively, and
debt of $1,449 psf. The total debt package includes mezzanine
financing in the amount of $240 million that is not included in the
trust.

Experienced Sponsorship and Property Management: The sponsorship is
a joint venture between OMERS Administration Corporation and Crown
Acquisitions, Inc. Oxford Properties Group is the global real
estate investment, development and management arm of OMERS, and has
over $57 billion of assets under management as of December 2020.
Oxford has a portfolio that totals approximately 150 million sf of
office, retail, industrial, multifamily and hotels in Canada,
Western Europe and the U.S. Crown Acquisitions ownership interests
include over 42 assets located in major markets such as New York,
London and Miami.

RATING SENSITIVITIES

The Stable Rating Outlooks on classes A through D reflect the
property's stable performance, limited rollover and below-market
rents. The Negative Rating Outlook on class E reflects the
potential for downgrade due to concerns surrounding the increasing
real estate tax expense and the ongoing impact of the pandemic on
the retail tenancy at the property.

Factor that could, individually or collectively, lead to positive
rating action/upgrades for classes B, X-B, C, D and E would
include:

-- Improved asset performance over a sustained period. Due to the
    interest only nature of the loan, early pay down is not
    expected.

Factors that could, individually or collectively, lead to negative
rating action/downgrade of one category or more include:

-- A decline in asset occupancy and/or a significant
    deterioration in property cash flow.

-- In addition to its baseline coronavirus scenario, Fitch also
    envisions a downside scenario where the health crisis is
    prolonged beyond 2021; should this scenario play out, and if
    the retail portion of the property does not recover from the
    pandemic, Fitch expects that classes lower in the capital
    structure could be downgraded.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven 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 seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

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.


P8H, INC: Case Trustee May Use Cash Collateral Thru May 30
----------------------------------------------------------
In the Chapter 11 case of P8H, Inc. d/b/a Paddle8, lender FBNK
Finance S.a.r.l., as assignee of Stockaccess Holdings SAS,
consented to Megan E. Noh's further interim use of cash collateral
from and including April 12 to and including May 30.  The Lender
and the official committee of unsecured creditors appointed in the
Debtor's case have agreed that Noh as the Chapter 11 Trustee may
use cash collateral during the period in an amount up to an
additional $21,685, without authority for contingency expenditures,
over all previously authorized amounts.

The Bankruptcy Court for the Southern District of New York has
entered a Thirteenth Cash Collateral Order approving the parties'
deal.  A hearing will be held May 27, 2021, at 10 a.m. to consider
the Trustee's further cash collateral use.  The U.S. Bankruptcy
Court previously authorized Noh to use cash collateral on an
interim basis through April 12 in accordance with the budget.

The Court acknowledged that the Trustee's continued use of Cash
Collateral on an interim basis pending a further interim hearing is
necessary to prevent immediate and irreparable harm to the Debtor's
estate in that, without authorization to use the Cash Collateral,
the case trustee's ability to attempt to preserve and maximize its
value will be impossible.  The Trustee is authorized to use the
Cash Collateral on an interim basis in an amount up to an aggregate
of $21,685, for budgeted expenses to be incurred during the interim
period.

As adequate protection to FBNK for the Trustee's further interim
use of cash collateral, the Lender is granted (i) a replacement
lien on the Debtor's post-petition assets; (ii) a lien in avoidance
actions that may be commenced on behalf of the Debtor's estate and
any other litigation recoveries that the Debtor's estate may
realize; and (iii) an administrative expense pursuant to 11 U.S.C.
section 507(b) to the extent of diminution in value, subject to the
rights of the Trustee and the Committee to challenge the extent,
validity and priority of the Lender's security interest and alleged
lien, except for the Adequate Protection Rights.

In accordance with prior orders entered by the Court in the case,
the Trustee will segregate and continue to hold from the Debtor's
cash on hand the amount of $260,447 related to claims alleged by
Rema Hort Mann Foundation, Penumbra Foundation, The New American
Cinema Group, Inc., The Shawn Carter Foundation, the UN Women
National Committee UK, and Counseling In Schools, Inc. that funds
held by the Debtor belong to such entities pursuant to New York's
Art and Cultural Affairs Law.  

The Chapter 11 Trustee has commenced an adversary proceeding in the
Bankruptcy Court against the Lender to invalidate and avoid the
Lender's alleged security interest and lien in the Debtor's
property, entitled Noh, as Trustee v. FBNK Finance S.a.r.l., Adv.
Proc. No. 20-01211-dsjsmb.

A copy of the order is available at from https://bit.ly/2PFMvtf
from PacerMonitor.com.

                  About P8H, Inc. d/b/a Paddle8

Paddle8 was founded in 2011 by Alexander Gilkes, Aditya Julka, and
Osman Khan.  It is one of the first online auction house that
specialized in the art world's "middle market."  It announced a
high-profile merger with the Berlin-based online auction house
Auctionata in 2016, but the partnership was dissolved in 2017 when
Auctionata filed for insolvency.

P8H, Inc., doing business as Paddle 8, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-10809) on March 16, 2020.  At the time of filing, the Debtor was
estimated to have assets of less than $50,000 and liabilities of
between $50,001 and $100,000.

Judge Stuart M. Bernstein oversees the case.

The Debtor is represented by Kirby Aisner & Curley, LLP.

Megan E. Noh is the Debtor's Chapter 11 trustee.  The Trustee is
represented by Pryor Cashman, LLP.

FBNK Finance S.a.r.l., as lender, is represented by Jonathan I.
Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC.



PATRICK INDUSTRIES: Moody's Rates New $350MM Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Patrick
Industries, Inc.'s new $350 million senior unsecured notes. At the
same time, Moody's affirms the company's corporate family rating at
B1, probability of default rating at B1-PD and senior unsecured
debt ratings at B3. The speculative grade liquidity rating is
SGL-2. The ratings outlook is stable.

Proceeds from the issuance of $350 million senior unsecured notes
will be used to repay a portion of revolver borrowings, shore up
liquidity for future growth and pay related fees and expenses. As a
part of the transaction, the company is also increasing its first
lien term loan (unrated) by $50 million to $150 million and
extending the maturity on its first lien credit facilities by over
one year to April 2026.

"The transaction will increase debt and ensuing leverage, but the
company has good growth prospects that will drive stronger balance
sheet and credit metrics in 2021", says Shirley Singh, Moody's lead
analyst for Patrick Industries.

The following rating actions were taken:

Assignments:

Issuer: Patrick Industries, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)

Affirmations:

Issuer: Patrick Industries, Inc.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)

Outlook Actions:

Issuer: Patrick Industries, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Patrick Industries' B1 CFR broadly reflects its large operating
size and scale in the recreational vehicle (RV), marine,
manufactured housing (MH), and industrial markets with revenues of
$2.5 billion for fiscal 2020. The rating benefits from the
company's relatively high margins, low capital spending
requirements, and a successful track record of integrating
acquisitions. These credit considerations are balanced by the
company's exposure to highly cyclical end markets that are
susceptible to broad economic downturns, as they rely heavily on
discretionary spending and face high substitution risk from other
leisure activities and products. Demand outlook remains strong and
will support high profitability, reducing adjusted debt-to-EBITDA
(leverage) below 3.5x in 2021. Nonetheless, these expectations are
susceptible to Patrick relatively aggressive acquisition growth
strategy, which creates periodic increase in leverage and execution
risk.

The stable outlook reflects Moody's expectation that Patrick's
leverage over the course of 2021 will fall below 3.5x through a
combination of organic and acquisition-related earnings growth.

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

Patrick Industries' ratings could be upgraded if the company is
expected to maintain debt-to-EBITDA below 2.5x in combination with
a more diversified product portfolio that is less susceptible to
cyclical downturns. A rating upgrade would also require the company
to maintain good liquidity with a prudent capital structure and
financial policies that support aforementioned leverage levels.

The ratings could be downgraded if end-market demand weakens due to
macroeconomic headwinds, market share losses, or a more aggressive
financial policy lead to weaker credit metrics and liquidity.
Quantitively, a rating downgrade could be prompted if adjusted
debt-to-EBITDA leverage remains above 3.5x and free cash
flow-to-debt falls below 10%.

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

Patrick Industries, Inc., headquartered in Elkhart, Indiana, is a
leading manufacturer and distributor of components parts in the RV,
marine, manufactured housing and adjacent industrial markets
primarily serving large OEMs. Revenues for the twelve months ended
December 2020 totaled $2.5 billion.


PATRIOTS ENVIRONMENTAL: Gets Cash Collateral Access Thru July 12
----------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized Patriots Environmental
Corp. and affiliates to use cash collateral on an interim basis
under the same terms and conditions as provided in prior court
orders through July 12, 2021.

A hearing on the Debtor's further use of cash collateral is set for
July 12 at 10 a.m. via Zoom video conference.

A copy of the order is available for free at https://bit.ly/3g52LPp
from PacerMonitor.com.com.

               About Patriots Environmental Corp.

Patriots Environmental Corp. --
http://www.patriotsenvironmental.com/-- specializes in site
development and remediation, asbestos abatement, hazardous material
removal, and general demolition. The Company was founded in 1996
and is located in Oxford and Worcester, Massachusetts.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 20-40158) on January 31,
2020. In the petition signed by Ronald H. Bussiere, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.

Judge Elizabeth D. Katz oversees the case.

Vladimir von Timroth, Esq., at the Law Office of Vladimir von
Timroth, is the Debtor's counsel.


PLAMEX INVESTMENT: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Plamex Investment, LLC asks the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, for authority
to use cash collateral in accordance with the proprosed operating
budget for the approximately 13-week period through July 16, 2021.

The Debtor requires the use of cash collateral  to pay all of its
normal and ordinary operating expenses as they come due in the
ordinary course of its business, which in turn will facilitate the
continued operation of its business and the preservation and
maximization of the going-concern value of its business and
assets.

Plamex is the fee simple owner of Plaza Mexico, a community
shopping center offering specialty retail and dining located in
Lynwood, California. For over 20 years, Plaza Mexico has been a
community landmark in Southern California. The premise behind Plaza
Mexico is to represent the rich Latino heritage of the community
and create an authentic Mexican cultural landscape through the
incorporation of Mexican architecture, authentic building
materials, notable monuments, and a forum to celebrate all Mexican
fiestas. Currently, Plaza Mexico is occupied by tenants that
include Food 4 Less, Rite Aid, Curacao, Chuck E. Cheese, and a wide
variety of restaurants and retailers of clothing, electronics,
shoes, toys, jewelry, and furniture. The property also boasts a
revenue-creating LED tower overlooking the I-105 Freeway.

Plamex is wholly owned by its sole member, 3100 E. Imperial
Investment, LLC, which also filed a voluntary Chapter 11 petition
together with Plamex. The Debtors' bankruptcies are the results of
two primary factors: (i) substantial loss of rent revenue from
Plamex's tenants due to the COVID-19 pandemic which caused the
Debtors to default on their obligations to their secured lenders,
and (ii) efforts by the secured lenders to foreclose on their
collateral, including a foreclosure sale scheduled by the holders
of the "Mezzanine Loan" for April 15 on the membership interests
held by 3100 in Plamex. As a result, the Debtors had no choice but
to file their petitions to preserve their assets for the benefit of
all constituencies.

Plamex is a borrower under a "Loan Agreement" dated June 16, 2016
pursuant to which it received a loan for the principal amount of
$106,000,000. This loan is evidenced further by a promissory note
which was contemporaneously severed and split into six replacement
promissory notes. CWCapital Asset Management, LLC is the servicer
of all of the Notes, including the A-2 and A-3 Notes which are held
by Wells Fargo Bank, National Association, as Trustee for Morgan
Stanley Capital I Trust 2016-UBS11, Commercial Mortgage-Pass
Through Certificates, Series 2016-UBS11. The Notes are secured by a
"Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing" upon the Plaza Mexico real property, and liens
upon substantially all other assets of Plamex purportedly perfected
by, among other things, the recording of UCC-1 financing statements
in the States of Delaware and California.

As of the Petition Date, Plamex owes approximately $108,000,000,
consisting of unpaid principal of $106,000,000, and unpaid interest
and other fees of approximately $2,000,000 under the Notes.

In January 2021, Plamex learned that the property was appraised as
having a value of approximately $170,000,000. While Plamex believes
the property has a value that is much higher in value than
$170,000,000, Plamex submits that holders of the Notes are
adequately protected by a substantial equity cushion in the
property.

As protection for the use of cash collateral, Plamex proposes that
holders of the Notes be granted replacement liens on Plamex's
assets, to the extent of any diminution in value of their interests
in the Plamex's pre-petition collateral, and to the same extent,
validity, scope and priority of their respective pre-petition
liens. Plamex also submits that the holders of the Notes are
further adequately protected by the continued operation of the
Plaza Mexico property which is Plamex's primary business.

A copy of the Motion is available for free at
https://bit.ly/32jXr2s from PacerMonitor.com.

               About Plamex Investment, LLC

Plamex Investment, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 8:21-bk-10958) on
April 14, 2021. In the petition signed by Donald Chae, designated
officer, the Debtor disclosed up to $500 million in both assets and
liabilities.

LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.  represents the Debtor as
counsel.



PROFAC SERVICES: Moody's Alters Outlook on Caa2 CFR to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Profrac Services, LLC's Caa2
Corporate Family Rating, its Caa2-PD Probability of Default Rating
and its Caa2 term loan rating. The outlook on all ratings was
changed to stable from negative.

"Profrac benefited significantly from the increased pressure
pumping activity through the second half of 2020 and will maintain
higher utilization of its equipment through 2021. The stable
outlook reflects the company's improved credit profile and
substantially reduced risk of default," commented Sreedhar Kona,
Moody's Senior Analyst. "The company's small size and single
service line focus continue to pose risks to its credit profile as
the sustainability of the recovery in pressure pumping service
demand remains uncertain."

Affirmations:

Issuer: ProFrac Services, LLC

Probability of Default Rating, Affirmed Caa2-PD

Corporate Family Rating, Affirmed Caa2

Senior Secured Term Loan, Affirmed Caa2 (LGD4)

Outlook Actions:

Issuer: ProFrac Services, LLC

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The change of outlook to stable reflects Profrac's declining risk
of default. The company benefited significantly from the improved
demand for pressure pumping activity in the second half of 2020 and
is positioned to generate higher cash flow and reduce its leverage
in 2021.

ProFrac's Caa2 CFR reflects the company's modest market position in
a highly cyclical and commoditized industry. While the company's
financial leverage remained low at year-end 2020 and is likely to
further improve through 2021, the volatility in the pressure
pumping demand continues to pose the risk of EBITDA declining by as
much as 50% from year to year and thereby rendering the capital
structure unsustainable. Moreover, the hydraulic fracturing service
within OFS is highly competitive with some significantly larger
companies that have greater financial resources, and product and
service line diversity. ProFrac benefits from its vertically
integrated business model with manufacturing and distribution
capabilities, helping the company somewhat differentiate itself in
its ability to manage the delivery schedules of the fleet.

Profrac will have adequate liquidity. At year-end 2020, the company
had $1.6 million of cash and $41 million drawn under its $105
million Asset Based Loan (ABL) facility. The company will be able
to meet its cash needs including interest, term loan amortization,
maintenance capital expenditures and cash taxes. The term loan
facility will have a maximum leverage covenant of 3.5x as of the
quarter ending on March 31, 2021, stepping down to 2x as of the
quarter ending on March 31, 2022 and thereafter. The company will
remain in compliance with its covenant in 2021 and will depend on
sustained recovery in its cash flow to remain in compliance through
2022.

Profrac's senior secured term loan due in September 2023 ($137
million outstanding as of December 31, 2021) is rated Caa2, the
same as the CFR as it has a first lien on all the assets of the
borrower and guarantors, including the subsidiaries (except the ABL
collateral). The $105 million ABL revolving credit facility with
April 2023 maturity, has a first lien on all the working capital
assets of the borrower (ABL collateral) and a second lien on all
other assets of the borrower and guarantors.

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

An upgrade will be considered if the recovery in the pressure
pumping service demand sustains beyond 2021 and facilitates the
company's improvement in its utilization and cash flow outlook in
an improving OFS environment. The company must also maintain
adequate liquidity.

Factors that could lead to a downgrade include a significant
decline in the utilization of hydraulic fracturing fleet across the
industry resulting in ProFrac's EBITDA/Interest to dip below 1x, or
a deterioration in liquidity.

ProFrac, headquartered in Fort Worth, Texas, is a private
vertically integrated provider of hydraulic fracturing services to
E&P companies in the United States. The Wilks Family owns 100% of
the company.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


PROFESSIONAL FINANCIAL: Unsecureds Get 35% to 50% of Netted Claims
------------------------------------------------------------------
Professional Financial Investors, Inc., and affiliated debtors ask
the U.S. Bankruptcy Court for the Northern District of California
to approve the Disclosure Statement relating to their Amended Joint
Chapter 11 Plan.  

The Plan contemplates a restructuring of the Debtors and the Estate
Assets into the PFI Trust and the OpCo operating company structure,
as well as the orderly monetization and other disposition of Estate
Assets through such structure.  The PFI Trust will own the Estates'
assets and will sell or otherwise dispose of those assets to
generate cash, and will distribute that cash to creditors and
investors.  The PFI Trust also will own litigation claims against
third parties and may generate cash through prosecution or
settlement of those claims. Cash will be distributed by the PFI
Trust to Investors and other creditors over time.  

The Plan, which is a substantive consolidation, is also proposed by
the Official Committee Of Unsecured Creditors and supported by the
Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders
Committee.  

Under the Plan:

   * Class 4 DOT Noteholder Claims, Class 5 Non-DOT Investor
Claims, Class 6 TIC Claims, and Class 7 Other Unsecured Claims -
all impaired classes - will receive 35% to 50% of "netted" Claims.


   * All purported equity interests of an investor in any Debtor
will be deemed Investor Claims under the Plan, regardless of the
pre-petition designations used by the Debtors or investors.

Moreover, (i) any purported equity interests of an Investor in any
Debtor shall be automatically cancelled and extinguished as of the
Effective Date, and (i) no investors will receive a "premium" or
other benefit based on the type of investment held but will receive
a proportional recovery from the PFI Trust based on the Investor's
allowed claim amount, after netting and any clawbacks are taken
into account.

The Committee of Unsecured Creditors and the two Ad Hoc Committees
have selected Michael Goldberg as the proposed PFI Trustee, and are
in the process of selecting the members of a board of volunteers in
connection with the PFI Trust.

The Debtors will distribute the solicitation package in accordance
with the Solicitation Procedures Order through Donlin, Recano &
Co., Inc., the voting agent.

The Debtors and the Committees reached a global resolution,
embodied in the proposed Plan, aimed at: (i) mitigating the damage
inflicted by Ken Casey's (and others') having operated the Debtors
as a Ponzi scheme; and (ii) developing a level playing field that
attempts to treat all aggrieved Investors equally and fairly.  Mr.
Casey founded Debtor PFI in August 1990 as a privately held
California corporation with either direct or indirect interests in
approximately 70 real properties, primarily consisting of apartment
buildings and office parks.

A copy of the Disclosure Statement is available free of charge at
https://bit.ly/3uYSwQT from PacerMonitor.com.

The Plan Proponents will file a plan supplement within seven days
before the voting deadline.

                  About Professional Financial Investors

Professional Financial Investors, Inc., and Professional Investors
Security Fund, Inc. are engaged in activities related to real
estate. PFI directly owns 28 real property locations in fee simple
and has an interest as a tenant in common at another real property
location, primarily consisting of apartment buildings and office
parks, located in Marin and Sonoma Counties, California, with an
aggregate value of approximately $108 million, according to an
early July 2020 valuation.

On July 16, 2020, a group of creditors filed an involuntary Chapter
11 petition (Bankr. N.D. Cal. Case No. 20-30579) against
Professional Investors Security Fund. On July 26, 2020,
Professional Financial Investors sought Chapter 11 protection
(Bankr. N.D. Cal. Case No. 20-30604). On Nov. 20, 2020,
Professional Financial Investors filed involuntary Chapter 11
petitions against Professional Investors Security Fund I, A
California Limited Partnership and 28 other affiliates. The cases
are jointly administered under Case No. 20-30604. Between February
3-4, 2021, Professional Financial Investors filed involuntary
Chapter 11 petitions against Professional Investors 31, LLC and
nine other affiliates. The cases are jointly administered under
Case No. 20-30579.

At the time of the filing, Professional Financial Investors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.

Hannah L. Blumenstiel oversees the cases.

The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP, as
their legal counsel; Trodella & Lapping LLP as conflicts counsel;
Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser
Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and
Kimball Tirey & St. John, LLP as special counsel; and Donlin,
Recano & Company, Inc. as claims, noticing, and solicitation agent
and administrative advisor.

Michael Hogan of Armanino LLP was appointed as the Debtors' chief
restructuring officer. FTI Consulting, Inc. is the financial
advisor.

On Aug. 19, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors.  The committee is represented by
Pachulski Stang Ziehl & Jones.

Professional Investors 31 and affiliates tapped Sheppard, Mullin,
Richter & Hampton LLP as general bankruptcy counsel; Trodella &
Lapping LLP as conflicts counsel; FTI Consulting, Inc. as financial
advisor; and Armanino LLP as tax accountant.  Donlin, Recano &
Company, Inc. is the claims, noticing and solicitation agent.


PROJECT BOOST: Fitch Affirms 'B-' LT IDR & Alters Outlook to Pos.
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Project Boost Purchaser, LLC (dba, J.D. Power) at 'B-'.
The Rating Outlook has been revised to Positive from Stable. Fitch
has also affirmed the company's first lien senior secured revolver
and term loan at 'BB-'/'RR1' and assigned a 'B-' IDR to the parent
and financial statement filer, Boost Parent, LP.

The revised Outlook reflects Fitch's view that the auto end market
the company serves has stabilized and has been improving since the
trough of the coronavirus pandemic. Improved trends across its end
markets should lead to better than projected fundamentals in the
coming years. Financial leverage metrics remain high and there
remains uncertainty on the macro environment due to the ongoing
pandemic. However, J.D. Power's business model displays stable and
strong FCF dynamics that limit credit default risk versus other
issuers in Fitch's 'B-' to 'B' coverage universe.

KEY RATING DRIVERS

Coronavirus Impacts: Fitch believes J.D. Power could see improved
trends in 2021/2022 as the global auto segment performed better
than expected in the past year and continues to recover, but risks
remain from the pandemic. Auto manufacturer sales slowed during
1H20, but trends improved in recent quarters. Fitch's auto team
forecasts U.S. SAAR declined 15% in 2020 to roughly 14.5 million
vehicles, but could increase 8% or more in 2021. J.D. Power's sales
are highly recurring, but were still affected, with revenue
declining by 15% and 9% yoy in 2Q20 and 3Q20, respectively. Cost
saving initiatives, however, led to a modest low-single-digit
percentage increase in reported EBITDA over the same time period.

High Leverage: High leverage is a limiting factor for the IDR.
Following its November 2020 ALG acquisition, reported gross
leverage was 7.4x (Fitch calculated closer to low-8.0x at YE20).
Leverage will likely remain high and at least above 7.0x over the
next few years, which is partially supported by a highly recurring
business model that provides significant CF predictability. Over
time, Fitch believes leverage will remain high as the company does
additional M&A and/or redistributes cash to shareholders. Further,
the credit agreement provides significant flexibility to increase
leverage, as the only maintenance covenant is for First Lien Net
Leverage to remain below 8.25x when the revolver is 35%+ drawn.

Liquidity, Maturity Risk Limited: Fitch views liquidity and
maturity risk as limited in the near/medium term despite continued
macro concerns. Even in a stressed scenario, Fitch believes the
company could generate more than $180 million of EBITDA per year in
the next few years. With cash interest expense, taxes and capex
projected in the low- to mid-$100 million range and minimal working
capital needs, this provides the company headroom even in a
downside scenario (in addition to its $80 million secured
revolver). Maturity risk is also limited given its current debt
structure was put in place in 2019 with the merger and its nearest
maturity is 2024.

Increased Scale in Auto Data: Fitch believes the December 2019
merger between J.D. Power and Autodata significantly enhanced each
company's scale and provided a strong platform of data/analytics
capabilities in the auto arena. Subsequent Trilogy and ALG
acquisitions further increased scale. The business today generates
annual revenue approaching $500 million and EBITDA of more than
$235 million including synergies. Fitch believes J.D. Power's
increased scale could help strengthen its overall competitive
position. Importantly, meaningful customer concentration risk
remains as the top 10 customers comprise nearly 50% of revenue.

Critical, Industry Embedded Data Sets: Fitch believes both
Autodata's and J.D. Power's data sets are critical to its
customers' workflows and are difficult to replicate. This is likely
evidenced by more than 75% of its customers having tenure of 10+
years and customer revenue retention of 110%. Its products are
highly embedded in the decision-making processes with multiple
customer touch points across the value chain. J.D. Power's
offerings outside of auto to industries such as financial services
and utilities are less embedded in the industry but provide some
diversification.

Highly Recurring Business Model: Subscription-based revenue
comprises the majority of revenue (or 75%-80% of sales), which
Fitch believes provides significant visibility and stability to FCF
generation. A meaningful portion of customers operate under annual
or multi-year contracts, and net revenue retention has been high.
The company also has limited working capital and capex
requirements, which translates to strong FCF conversion metrics
that Fitch projects could be 30% or more of EBITDA in the coming
years (even with continued coronavirus impact).

Concentrated Exposure to Cyclical Market: The business is heavily
reliant on the health of the auto industry, with nearly 85% of
revenue from auto related companies including original equipment
manufacturers (OEMs), dealers and auto suppliers. During the
2008-2009 recession, J.D. Power experienced a roughly 13% revenue
decline and adjusted EBITDA margin contracted to 10% from 12% while
legacy Autodata sales fell in the high-single digit percentage
range.

Notably, this was much better than the 50%+ U.S. SAAR
(seasonally-adjusted annual rate) decline from its 2005 peak to
early 2009 trough. The combined entity now has greater exposure to
contractual, data and analytics businesses which should mitigate
some industry cyclicality, but Fitch believes the business would
still be hurt in an economic slowdown.

M&A Remains a Focus: Fitch expects Autodata will prioritize the use
of cash flows to grow its offerings in the coming years via
additional acquisitions, with a particular focus on higher margin
data and analytics capabilities. This was evident in the December
2019 Trilogy Automotive and November 2020 ALG acquisitions. PE
owner Thoma Bravo's May 2019 purchase of Autodata, December 2019
purchase of J.D. Power and subsequent tuck-in deals are clear
reflections of management's willingness to aggressively use its
balance sheet to consolidate industry players, in Fitch's view.
Fitch has not modelled incremental M&A into its ratings case, but
acknowledges strong CF generation could support inorganic
investment spending.

DERIVATION SUMMARY

Fitch's IDR reflects J.D. Power's position as a market leader in
data and analytics solutions for the automotive industry, with
strong market share and high brand awareness among industry
participants. Further, the company has a growing top-line that is
largely composed of recurring revenues, strong EBITDA margins in
the low- to mid-40% range and a solid FCF generation profile. Each
of these attributes positions it well versus other data/analytics
companies Fitch reviews. These factors are partially offset by lack
of end-market diversification (a majority of its business is
exposed to auto), cyclicality inherent in the auto industry,
customer concentration (top 10 customers compose nearly 50%) and
high financial leverage. Gross leverage, pro forma for the November
2020 ALG acquisition, in the low-8.0x range is particularly high
relative to other business services companies Fitch rates. High
leverage and lack of diversification are key limiting factors that
Fitch believes positions the IDR in the 'B-' rating category.

KEY ASSUMPTIONS

-- High-single digit revenue growth over the ratings horizon
    driven by low- to mid-single-digit growth in the existing
    business plus assumed incremental acquisitions;

-- EBITDA margins improve in 2021 as the auto recovery continues
    and cost saving initiatives taken during the coronavirus
    pandemic flow through. Fitch assumes modest margin expansion
    beyond the current year;

-- FCF remains relatively strong over the ratings horizon;

-- Fitch assumes the company allocates the majority of its excess
    cash flow to incremental M&A in the coming years;

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

Key assumptions used in the recovery analysis are as follows:

-- Fiitch estimates going concern EBITDA near $180 million, or
    approximately 25% below near reported EBITDA levels. This
    assumes macro/end market weakness, mis-execution and/or
    revenue loss from its largest customers.

-- Fitch assumes an 8.0x multiple, which is in-line with our
    assessment of historical trading multiples in the data &
    analytics industry, sector M&A, and historic bankruptcy
    emergence multiples Fitch has observed in the technology,
    media and telecom (TMT) sectors.

RATING SENSITIVITIES

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

-- Gross leverage, Fitch-defined as total debt with equity
    credit/operating EBITDA, expected to be sustained below 7.5x
    over a multi-year horizon;

-- FFO interest coverage approaching 2.5x or higher;

-- Greater visibility into the company's resilience to the
    coronavirus pandemic and related U.S. macro shock could also
    lead to an upgrade.

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

-- Fitch could downgrade the IDR if FFO coverage is expected to
    remain below 1.5x;

-- FCF leverage, Fitch-defined as cash flow from operations less
    capex/total debt with equity credit, is negative for a
    sustained period;

-- Adverse operating performance, material changes to industry
    dynamics and/or the loss of a key customer that meaningfully
    alters the overall operating profile.

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

Sufficient Liquidity: Fitch believes J.D. Power has sufficient
liquidity to navigate its business through the coronavirus pandemic
and to execute on its growth strategy. However, the pace of M&A
will likely be a determining factor in the level of liquidity over
time. Fitch estimates the company had approximately $70 million of
cash on its balance sheet Followings its November 2020 ALG
acquisition. Liquidity is supported by an undrawn $80 million
revolver and positive FCF generation that Fitch estimates could
range from $80 million to $100 million per year over the next
couple of years, even after some remaining auto end-market
weakness.

Debt Profile: The company's debt structure consists of a mix of
first lien secured term loans ($1.3 billion, or 76% of debt) and
second-lien term loans ($415 million, or 24% of debt). The company
also has an $80 million first lien secured revolver in place that
is undrawn currently. All of its debt is floating rate and matures
in 2024-2027.

ESG CONSIDERATIONS

Project Boost has an ESG Relevance Score of '4' for Governance
Structure and Financial Transparency due to its current ownership
structure including private equity owners controlling the company.
The ownership structure has a negative impact on the credit profile
due the company's decision to pursue high leverage, as well as more
limited visibility into business segment-level performance. These
factors are 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.


PROJECT EVEREST: Fitch Assigns First-Time 'B+' LT IDR
-----------------------------------------------------
Fitch Ratings has assigned Project Everest Ultimate Parent, LLC
(dba Conga) and Apttus Corporation a first-time Long-Term Issuer
Default Rating (IDR) of 'B+'. The Rating Outlook is Stable. In
addition, Fitch has assigned a 'BB'/'RR2' rating to Apttus' $50
million secured revolving credit facility (RCF) and $565 million
first-lien secured term loan. The proceeds will be used to
refinance the company's existing credit facility.

Conga's 'B+' Long-Term IDR is supported by recurring sales with
high retention and strong cash generative qualities. The IDR also
reflects the company's higher quality customer base, with the
majority of sales coming from larger enterprises. As a private
equity owned entity, financial leverage is likely to remain at
moderate levels as shareholders prioritize ROE optimization,
limiting debt reduction. Fitch expects Conga to delever modestly,
mainly through EBITDA growth, and to maintain leverage within a
range consistent with 'B+' rated software peers.

KEY RATING DRIVERS

Highly Recurring Revenue with High Retention: About 90% of billings
are recurring in nature, with gross retention rates of over 90%,
and net retention rates over 110%. The strong revenue retention
implies sticky products with high switching costs and the mission
critical nature of its products. As customers buy into more of
Conga's product portfolio, organizations and processes adapt to
optimize workflow, making the product integral to operations. High
revenue retention and recurring revenue enhances the predictability
of Conga's financial performance and increases the lifetime value
of customers. Contract lengths average two years, which further
bolsters Conga's revenue visibility profile.

Strong Profitability: Upon realizing cost optimization, organic
EBITDA margins are expected to reach the mid to high-20's range
over the medium term. The company demonstrates strong cash
conversion, as it has minimal capex requirements. Following
elevated levels of one-time charges expected through fiscal 2022,
FCF margins are expected to approach double digits, and expand
further in subsequent periods.

Customer Diversification: Conga's products serve over 10,000
customers and the majority of sales come from enterprise customers.
The company does not have concerning ARR concentration from its
largest customers. Sales are diversified across industry verticals
including Health & Life Sciences, Technology, Services &
Consulting, Manufacturing, and Financial Services, with no single
industry occupying more than 20% of annual recurring revenue.

Strong Brand, Industry Leader: Conga is the only pure-play,
end-to-end revenue operations vendor, with no independent
competitor at their scale. Conga is a recognized leader across the
revenue operations software spectrum, including Workflow and
Content Automation, Contract Lifecycle Management (CLM), and
Configure Price Quote Applications (CPQ). Conga is one of the
largest independent software vendors at Salesforce, with Conga
Composer one of the most widely adopted applications in the
Salesforce ecosystem.

Secular Tailwinds: Many organizations are increasingly adopting
recurring revenue models, which creates an opportunity for revenue
operations solutions that can handle the increased complexity
associated with such sales models. Digitalization of sales,
especially within B2B market areas, is also driving organizations
to adopt software solutions to generate opportunities and capture
market share. Increased compliance and regulatory pressures also
drive organizations to adopt solutions to drive improved
efficiency.

Disintermediation Risk with Salesforce: The majority of Conga's ARR
is related to products that reside on Salesforce CRM, and are used
in conjunction with a client's Salesforce license. The
concentration of ARR on a single CRM platform presents some risk to
Conga. Although, Fitch views the risk as manageable, as the company
expands beyond Salesforce's platform. Conga has been an independent
vendor at Salesforce since 2006, and is just one of a few
independent vendors whose products are resold by Salesforce as a
part of a core Salesforce product.

Elevated Leverage with Expectation to Deleverage: Fitch adjusted
fiscal 2021 (January year-end) leverage, excluding unrealized cost
savings, is estimated at 7.7x. As cost savings are realized and the
business continues to grow, leverage will decrease meaningfully in
the current fiscal period by ~2.0x. Fitch expects further
deleveraging in the following periods through EBITDA growth over
the intermediate term. However, Fitch expects a meaningful amount
of leverage to be maintained, given Conga's private equity
ownership, which would likely prioritize ROE maximization over debt
prepayment. Fitch expects incremental M&A funded with a combination
of cash and debt over the forecast horizon.

DERIVATION SUMMARY

Conga's 'B+' Long-term IDR reflects its strong market position as a
software vendor in the fragmented revenue operations software
industry. The company provides customers of varying scale the means
to improve the speed and efficiency of revenue operations. Conga
does this with a product suite helping businesses manage and
automate processes involving documentation, contracts, and
commerce. Demand for the industry is expected to be supported as
organizations adopt recurring revenue models, digitize sales, and
seek to stay in compliance as regulatory complexity increases.
Conga's operating profile is also strengthened by the high
recurring nature of its revenues supported by the subscription
model. Limitations to Conga's rating include its financial
leverage, which is expected to remain at a moderate level.

Fitch expects Conga to maintain some level of financial leverage as
a private equity owned company, as equity owners optimize capital
structure to maximize ROE. Conga's market position, revenue scale
and visibility as well as its leverage profile are consistent with
the 'B+' rating category.

KEY ASSUMPTIONS

-- Mid-single digit organic revenue growth;

-- EBITDA margins in the mid-20's after fiscal 2021 as cost
    optimization is realized, expanding incrementally thereafter
    through operating leverage;

-- $200 million in aggregate acquisitions through fiscal 2024,
    funded by a combination of incremental debt and cash;

-- Minimal cash taxes and capex spend.

KEY RECOVERY RATING ASSUMPTIONS

-- The Recovery analysis assumes that Conga would be reorganized
    as a going concern in bankruptcy rather than liquidated.

-- A 10% administrative claim is assumed.

Going-Concern (GC) Approach

-- In the event of a bankruptcy reorganization, Fitch assumes
    that Conga would realize incremental cost reduction as part of
    the reorganization plan.

-- Conga's GC EBITDA will be pressured due to customer churn and
    margin compression, resulting in approximately 15% below PF FY
    2021 EBITDA.

An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:

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

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

-- Conga's growing and resilient recurring sales profile, mission
    critical nature of the product, brand recognition, leadership
    position in the revenue operations management industry, and
    cash generative qualities supports the 7.0x recovery multiple.

-- Fitch arrives at an EV of $589 million. After applying the 10%
    administrative claim, adjusted EV of $530 million is available
    for claims by creditors.

Fitch assumes a full draw on Conga's $50 million revolver.

Fitch estimates strong recovery prospects for the first lien term
loans and revolver and rates them 'BB'/'RR2', or two notches above
Conga's 'B+' IDR.

RATING SENSITIVITIES

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

-- Fitch's expectation of total debt with equity credit/operating
    EBITDA sustaining below 4.0x;

-- (Cash from operations-capex)/total debt with equity credit
    above 8.5%.

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

-- Fitch's expectation of total debt with equity credit/operating
    EBITDA sustaining above 5.5x;

-- (Cash from operations-capex)/total debt with equity credit
    below 5.0%;

-- Operating performance pressure in the form of sustained
    customer churn and/or pressure on EBITDA margins.

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

Sufficient Liquidity: Conga's liquidity is sufficient, supported by
more than $100 million cash on the balance sheet at closing of the
refinancing transaction, $50 million undrawn revolving credit
facility, and projected FCF generation in fiscal 2022 as cost
savings are realized.

Debt Structure: Conga has $565 million of secured first lien debt,
with annual amortization of $5.7 million until maturity in 2028.
Fitch expects Conga to generate sufficient FCF to make its required
debt 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.


PROJECT EVEREST: S&P Assigns 'B-' ICR on Refinance, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Project Everest Ultimate Parent LLC (doing business as Conga). S&P
also assigned its 'B-' issue-level and '3' recovery ratings to the
company's first-lien credit facilities.

S&P said, "The stable outlook reflects our expectation that Conga
will increase revenue by the single-digit percent area and modestly
raise its EBITDA base with the realization of cost synergies.
Additionally, we expect the company to have high one-time cash
outflows associated with its merger integration, resulting in free
cash flow (FCF) of $10 million-$15 million over the next 12
months."

Conga, a global provider of a cloud-based software platform that
digitally tracks revenue contracts, bookings, and analysis, is
seeking to refinance its debt structure with a new $565 million
term loan and $50 million revolving credit facility.

S&P said, "The 'B-' issuer credit rating reflects our expectation
that Conga's FCF to reported debt will be low, between 1% and 2%
over the next 12 months, burdened by high acquisition-related
one-time costs but improving as cost-saving goals are met. Apttus,
controlled by private equity firm Thoma Bravo, bought a majority
stake in the firm in May 2020, rebranding the merged entity Conga.
Our assessment of Conga's financial risk profile incorporates
initially high adjusted EBITDA to reported debt of mid-9x at close.
Our adjusted leverage treats the firm's Class A equity as debt,
raising adjusted leverage to over 30x. Our rating also reflects the
company's strong presence in the expanding revenue operations
management industry, its highly recurring revenue of 90%, and
improving profitability from the Apttus acquisition."

Conga provides a diverse suite of products--which include digital
document workflow, contract lifecycle management, and configure,
price, and quote applications. They cater to both enterprise and
commercial clients. Its good revenue visibility comes from
multiyear contracts and 90% annual recurring revenue, most of which
is collected a year in advance. The company also benefits from high
retention rates of over 110% with higher bookings over the past
several quarters. Conga heavily leverages its partnership with
Salesforce.com Inc. to expand its client reach, with approximately
88% of Conga's annual recurring revenue from products that reside
in Salesforce's software ecosystem and used in conjunction with a
client's Salesforce license. Its go-to-market strategy targets
front-end revenue-generating departments such as sales and
marketing, although its extensive solutions allow Conga to expand
across multiple customer divisions and unify historically disparate
workloads. It directs over 95% of new bookings through its internal
sales team with little reliance on Salesforce reps.

Conga operates in a highly competitive market with competition
primarily from larger and well-capitalized players such as SAP SE,
and DocuSign Inc.

S&P said, "With the proliferation of document digitization and
automation of revenue operations, we expect competition to remain
high as players that traditionally only offer point solutions
continue to consolidate to increase product scope. While we view
barriers to entry as low, Conga's full functionality spans revenue
and agreement operations and displaces legacy homegrown offerings
and Microsoft Corp.'s Excel. Conga's platform automates and
streamlines workflow, offers faster revenue execution and higher
win rates, and makes the process more efficient for both enterprise
and commercial clients. Its mission-critical nature and relevance
to revenue-generating functions underpin a sticky customer base.

"We expect Conga's revenue to increase by the mid-single-digit
percent area in 2021, supported by more new accounts and additional
sales to clients. This will be bolstered by the integration of
Apttus and Conga solutions. Conga's cost-reduction initiatives,
largely driven by headcount reduction and less selling, general,
and administrative (SG&A) costs, contribute to its improving EBITDA
base. Through the second half of 2020, Conga significantly reduced
its operations costs. We expect the company to realize additional
cost savings over the next 12 months, arriving at an EBITDA margin
of about 16% in 2021 and 23% in 2022 as very high one-time costs
associated with the integration of Apttus and Conga are eliminated.
We also expect Conga to generate low FCF of $10 million-$15 million
over the next year, burdened by high one-time integration costs. At
transaction close, we expect the company to have over $100 million
of cash, which provides liquidity support should there be
operational shortfall.

"The stable outlook on Conga reflects our expectation that the
company will increase revenue by the single-digit percent area and
modestly raise its EBITDA base from cost synergies. Additionally,
we expect high one-time cash outflows associated with its merger
integration and anticipate it will generate FCF of $10 million-$15
million over the next 12 months."

S&P could lower its rating on Conga over the next 12 months if:

-- Renewal rates decline; or
-- FCF approaches break-even.

Under such a scenario, S&P anticipates liquidity would become
pressured, increasing revolver reliance. Elevated competition or a
lack of continued investment could also deteriorate customer
satisfaction and, in turn, higher churn.

Although unlikely over the next year, S&P could consider raising
its rating on Conga if:

-- Organic revenue growth is significantly above its forecast and
substantially increases profitability such that it sustains FCF to
reported debt above 5%; and

-- Releveraging risk is limited.



PSC INDUSTRIAL: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on PSC Industrial
Outsourcing L.P. to positive from negative and affirmed its 'CCC+'
issuer credit rating. At the same time, S&P affirmed its 'B' issue
rating on the company's $460 million first-lien term loan due 2024,
and 'CCC-' issue rating on its $110 million second-lien term loan
due 2025, respectively. The recovery ratings on this debt remain
'1' and '6', respectively. S&P does not rate the $110 million ABL
revolver.

The positive outlook reflects the company's resilient performance
through the pandemic and our expectation for sustained recovery of
the industrial cleaning end markets in 2021. S&P believes this
momentum, along with improving margins should support lower
leverage and positive free operating cash flow (FOCF) over the next
12 months.

The positive outlook reflects PSC's resilient operating performance
during the pandemic, despite a challenging year, and our belief
that earnings will continue to improve over the next 12 months. The
company outperformed our expectations for fiscal 2020 and we
believe the demand for the company's specialty maintenance services
will likely remain steady over the near term. S&P said, "While we
continue to expect some headwinds from PSC's exposure to the
refineries and oil and gas (O&G)-related end markets, we believe
the company has managed its business well through the difficult
period and has positioned itself well when demand returns. In our
view, the company will continue to improve its margins supported by
increased services and a favorable economic recovery in 2021."

Good organic growth and improving margins should enable the company
to reduce debt leverage. Even with the challenging market
conditions pressuring revenue, PSC Industrial will end fiscal 2020
with S&P Global Ratings-adjusted debt leverage at about 6.4x, a
meaningful improvement compared to our previous expectations. S&P
siad, "We believe the company has managed its costs well, which has
helped offset any meaningful EBITDA decline. Further, our ratings
incorporate our view that the company should be able to operate
with S&P Global Ratings-adjusted debt to EBITDA below 7x, due to a
quicker-than-expected recovery in the company's end markets."

S&P said, "We expect PSC to generate modest free cash flow and
maintain adequate liquidity throughout the forecast period. As of
Dec. 31, 2020, the company had $53 million of cash on its balance
sheet and $84 million available under its ABL. In our opinion, the
company has managed its costs well during the COVID-19-related
global economic downturn which should help generate positive free
cash flow over our forecast period and improve PSC's financial
flexibility. We anticipate the company's current liquidity position
will provide sufficient cushion to fund its working capital
outlays, scheduled debt repayment, and other necessary expenses in
the near term.

"The positive outlook reflects the potential that we could raise
our rating on PSC over the next 12 months if demand and operating
performance is sustained and adequate liquidity is maintained. We
believe this can occur if end markets related to refineries and O&G
continue to recover and support PSC's profitability and the risk of
any deterioration in credit metrics or operational challenges
become remote.

We will raise the ratings in the next 12 months if the recovery in
the industrial cleaning markets is maintained at current levels
supporting debt leverage of below 7x on a sustained basis. This
could occur if the recovery is steady and the risk of slowdown or
unexpected challenges becomes remote. Under this scenario, we would
also expect the company to continue to maintain adequate liquidity
and leverage remains under 7x with no prospects of deterioration.
In addition, we would expect financial policies to be consistent
with the lower level of debt leverage.

"We could revise the outlook to stable or negative over the next 12
months if we believe unexpected demand pressures or operating
challenges reoccur or liquidity becomes more constrained. In
addition, we could lower our rating or revise the outlook to
negative over the next 12 months if more aggressive financial
policies stretch the capital structure to an unstainable level
either in combination with weakening operating trends or
independent of it."



RECESS HOLDINGS: Moody's Affirms B3 CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Recess Holdings, Inc.'s ratings,
including its Corporate Family Rating at B3, its Probability of
Default Rating at B3-PD, the rating on the company's senior secured
first lien term loan due 2024 at B2, and the rating on its senior
secured second lien term loan due 2025 at Caa2. The outlook was
changed to stable from negative.

The ratings affirmation and change to a stable outlook reflects the
company's better than anticipated revenue and EBITDA during a
challenging fiscal 2020 that resulted in better than expected
positive free cash flow and leverage that remains within Moody's
expectations for the ratings. Recess reported year-over-year
revenue and management adjusted EBITDA declines of 14% and 9.3%
respectively in fiscal 2020. Demand for the company's products
sequentially improved following the April 2020 lows, with orders
near pre-pandemic levels by December 2020. The company also
reported strong free cash flow, supported by cost controls, lower
capital expenditures, and working capital improvement. As a result,
Recess' debt/EBITDA leverage is at 6.2x for the fiscal year end
December 31, 2020, and Moody's expects that a gradual topline and
earnings recovery in fiscal 2021 will reduce debt/EBITDA leverage
to around 6.0x in fiscal 2021.

The following ratings/assessments are affected by the action:

Ratings Affirmed:

Issuer: Recess Holdings, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)

Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD5)

Outlook Actions:

Issuer: Recess Holdings, Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Recess' B3 CFR reflects its relatively small scale with revenue of
around $545 million and its high financial leverage with
debt/EBITDA at around 6.2x for the fiscal year end period December
31, 2020. The company has end market concentration in schools and
local municipalities, and limited geographic diversity with sales
concentrated in the U.S. The company's products are relatively
high-cost, discretionary items, the purchase of which can be
delayed during cyclical downturns and periods of weaker tax
revenue. Schools and recreational/fitness facilities closures
across the U.S. due to the coronavirus outbreak materially and
negatively impacted revenue and earnings in fiscal 2020. These
facilities remain partially closed due to continued efforts to
contain the virus, and the health of local municipalities and
school budgets remain uncertain following high level of
expenditures in 2020. However, Moody's expects Recess organic
revenue and earnings will sequentially and gradually improve with
mid-to-high single-digit percentage gains over the next 12-18
months, supported by a recovering US economy and the gradual
reopening of recreational facilities throughout 2021. Governance
factors includes the company's aggressive financial policies under
private equity ownership, including its high financial leverage and
growth through acquisition strategy.

The rating also reflects Recess' strong market position in the US,
being one of the top two commercial playground equipment
manufacturers. The company's relatively good profit margins with
EBITDA margin in the mid-to-high teens provides some cushion to
absorb temporary periods of weak demand. Recess' good liquidity
reflects its cash balance of around $60 million and access to an
undrawn $105 million asset based lending revolving facility (ABL)
due 2024 as of December 31, 2020, and Moody's expectations for
positive free cash flow of around $30 million in fiscal 2021, which
provides financial flexibility to fund working capital needs and
small acquisitions over the next 12 months.

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

The stable outlook reflects Moody's expectations that Recess'
revenue and earnings will gradually recover in fiscal 2021 with the
company generating annual free cash flow in the $30 million range
that will support good liquidity and debt/EBITDA declining to
around 6.0x by the end of 2021.

Ratings could be upgraded if the company demonstrates consistent
organic revenue growth and operating margin expansion, while
debt/EBITDA is sustained below 5.5x. The company would also need to
maintain at least adequate liquidity and sustain positive free cash
flow.

Ratings could be downgraded if the company's revenue and earnings
deteriorate, debt/EBITDA is sustained above 6.5x, or if liquidity
weakens including if free cash flow is negative. Ratings could also
be downgraded if the company completes a large debt financed
acquisition or shareholder distribution that increases leverage.

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

Headquartered in Chattanooga, TN, Recess manufactures commercial
playground equipment, adult outdoor fitness equipment, bleachers,
grandstands, playground surfacing, shade products, and outdoor site
amenities such as benches, tables, and waste receptacles. It also
sells a variety of products including swimming pool handrails,
lifeguard chairs, bike racks, and exercise equipment. The company
generated revenue of $545.4 million for fiscal year end December
31, 2020. Recess was acquired by private equity firm Court Square
Capital Partners in 2017.


REDSTONE BUYER: Fitch Cuts LongTerm IDR to 'B', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDR) of Redstone Buyer LLC and Redstone Holdco 2 LP to 'B' from
'B+'. Fitch has also assigned IDRs of 'B' to Redstone Intermediate
(Archer) Holdco, Redstone Intermediate (FRI) Holdco LLC, Redstone
Intermediate (NetWitness) Holdco LLC, Redstone Intermediate
(SecureID) Holdco LLC, and Redstone Parent LP. These entities
collectively operate as RSA Security, LLC. The Rating Outlook is
Stable.

Fitch has downgraded the first-lien senior secured credit facility
to 'BB-'/'RR2' from 'BB+'/'RR1', and second-lien senior secured
credit facility to 'CCC+'/'RR6' from 'B-'/'RR6'.

Clearlake Capital Group announced on March 16, 2021 its plan to
acquire a stake in RSA. The transaction will be financed with a new
$175 million revolving credit facility, a new $1.55 billion
first-lien term loan (including $436 million delayed draw), a new
$450 million second-lien term loan (including $164 million delayed
draw), equity contribution from Clearlake (new), Symphony
Technology Group (STG) and consortium, and cash on the balance
sheet. The proceeds will be used to fully repay existing credit
facilities.

The downgrades reflect higher gross leverage that exceed previously
established rating sensitivities. The Stable Outlook reflects
Fitch's expectation for stable operating performance over the
rating horizon benefiting from high retention rates, recent
investments in cloudifying the product offerings and tailwinds for
identity management solutions as a result of the coronavirus
pandemic.

Longer term, Fitch expects competitive pressures and a shift from
term licenses to subscriptions will constrain revenue growth.
Despite the shift, profit margins should benefit from the cost
rationalization efforts and FCF margins will sustain in the
mid-teens. The company has executed on substantially all the
planned actions related to the separation from Dell Technologies
with more cost optimization than originally planned.

KEY RATING DRIVERS

Highly Recurring Revenues: RSA has a highly recurring revenue
stream, with retention rates in excess of 95% for the risk
management segment and 90% for the cybersecurity segment. RSA is
still in the early stages of migration from term licenses to a
subscription model, which Fitch expects will drive a higher
percentage of recurring revenue and improving visibility. At the
same time the transition to a subscription model will initially
weigh on revenues, given annual billing associated with the
subscription model versus up-front billing for perpetual licenses.

Diversified Customer Base: RSA has a highly diversified revenue
base with more than 12,500 enterprise customers, including 90% of
the Fortune 100 organizations, 2 billion individual users and 24
million identities under management. No customer accounts for more
than 2% of revenues, the top 25 customers account for less than 20%
of total revenues and the top 100 customers account for less than
40% of revenues. Depending on the service, the average length of a
contract varies from 21-29 months.

Secular Growth Markets: Fitch believes RSA is very well positioned
to benefit from the digital transformation of its customers as it
creates greater demand for risk management solutions to meet
regulatory and compliance requirements and to protect against an
enhanced fraud landscape.

The total addressable market (TAM) for RSA's services is expected
to grow to $24 billion by FY 2022 from $17 billion in 2018. Fitch
expects the recent pandemic has both expedited the adoption of
identity and access management (IAM) services and expanded the
accessible market for these services, thereby front-ending the
growth in the sector.

Significant Competition: Fitch expects RSA to be exposed to
intensifying competition across each of its core end markets,
including market leaders, that are larger and have greater
financial flexibility. RSA is recognized as a market leader in the
identity management market, which is a significant market
opportunity, as customers migrate to more remote working and deploy
hybrid, multi-cloud environments. Newer cloud-based entrants such
as Okta, Pulse Secure and Zscaler are gaining share, while
Microsoft will benefit from its sizeable installed base.

Strong FCF Characteristics: Pro forma for cost rationalizations,
Fitch projects RSA will generate normalized FCF margins in the mid-
to high-teens from FY 2022 onward. FCF margins are buoyed by modest
capex and working capital needs, despite the high interest burden.
In the near term, Fitch expects a modest effect to FCF as revenue
is pressured due to the shift from term licenses to a
subscription-based model. In the longer term, Fitch expects
subscription-based revenue to provide greater visibility into
revenue streams.

ESG Considerations

The highest level of Environmental, Social and Corporate Governance
(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).

DERIVATION SUMMARY

Fitch's ratings for RSA are supported by the company's mature
technology platforms that result in a stable customer base and
highly recurring revenues and secular demand for identity
management and risk and compliance software. Pro forma for cost
rationalization, RSA's EBITDA margins and FCF margins are in line
with Fitch's software universe.

KEY ASSUMPTIONS

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

-- Revenue growth in the low-single digits;

-- EBITDA margins in the high 30's;

-- Capex intensity of 1%;

-- $100 million in aggregate acquisitions through FY 2024;

-- $100 million in aggregate dividend through FY 2024.

KEY RECOVERY RATING ASSUMPTIONS

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

-- Fitch has assumed a 10% administrative claim.

-- In the event of distress, RSA could experience greater
    customer churn and margin compression resulting in
    approximately a 25% decline in EBITDA.

-- Fitch applies a 6.5x multiple to arrive at an enterprise value
    of $1.5 billion.

-- Comparable Reorganizations: The multiple is higher than the
    median Telecom, Media and Technology enterprise value multiple
    but is in line with other similar companies that exhibit
    strong FCF characteristics.

In Fitch's Bankruptcy Enterprise Values and Creditor Recoveries
case studies, Fitch noted nine past reorganizations in the
Technology sector with recovery multiples ranging from 2.6x to
10.8x. Of these companies, only three were in the software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent,
Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x,
respectively.

Assuming a fully drawn delayed draw term loan and revolver, and 10%
admin claims, the analysis suggests an 'RR2' recovery rating for
the first-lien credit facility and a 'RR6' recovery for the second
lien.

RATING SENSITIVITIES

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

-- Total debt/EBITDA sustained below 5.5x;

-- Cash flow from operations (CFO)-capex/total debt sustained
    above 7%;

-- Sustained revenue growth of mid-single digits, implying stable
    market position.

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

-- Total debt/EBITDA sustained above 7.0x;

-- CFO-capex/total debt sustained below 2%;

-- FFO interest coverage sustaining below 2x;

-- Sustained negative revenue growth and profit margin erosion,
    signaling greater competitive intensity.

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

Sufficient Liquidity: Pro forma for the transaction, the company
will have $122 million of cash on its balance sheet along with full
availability of its $175 million revolving credit facility. Fitch
expects the company to generate normalized FCF margins in the
high-teens starting in FY 2022 as cost optimization efforts are
completed.

Debt Structure: The new term loans will have maturity dates of 2028
for the first lien and 2029 for the second lien. The revolver will
mature in 2026.


RESONETICS LLC: Moody's Assigns B3 CFR on High Financial Leverage
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Resonetics, LLC. Moody's
also assigned a B2 rating to the company's senior secured first
lien credit facilities and Caa2 rating to the senior secured second
lien term loan. The rating outlook is stable.

Proceeds from the $340 million first lien term loan and $100
million secured second lien term will be used to refinance existing
debt, pay transaction expenses and contribute approximately $100
million of cash to the balance sheet to fund future acquisitions
and/or pay shareholder dividends.

Ratings Assigned:

Issuer: Resonetics, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Proposed Gtd $50 million senior secured first lien revolving
credit facility expiring 2026, assigned B2 (LGD3)

Proposed Gtd $340 million senior secured first lien term loan due
2028, assigned B2 (LGD3)

Proposed Gtd $100 million senior secured second lien term loan due
2029, assigned Caa2 (LGD6)

Outlook Actions:

Issuer: Resonetics, LLC

Outlook -- assigned stable outlook

RATINGS RATIONALE

The B3 CFR reflects the company's high financial leverage, modest
scale and high customer concentration. Moody's estimate that the
company's adjusted debt/EBITDA will approach the mid 7.0 times
range at the end of 2021. The company has high customer
concentrations with the top 5 customers accounting for about 61% of
annual revenues. The rating also reflects risks associated with
Moody's expectations the company is likely to continue to pursue
further acquisitions.

That said, Resonetic's credit profile benefits from high barriers
to entry and switching costs in contract manufacturing business
involving laser-based processes and precision grinding/machining.
The high switching costs are due to the significant amount of time
and investment required for its customers to obtain product
regulatory approvals. The credit profile also benefits from above
industry average growth in demand for many of the company's
services focused on interventional, diabetes care, surgical and
ophthalmic surgery products, as the US population ages.

The rating also reflects the company's good liquidity profile. This
liquidity assessment is supported by Moody's expectations of $5-$20
million in free cash flow in the next 12 months. It also reflects
Moody's expectation of approximately $15 million in pro forma cash
(excluding ~$100 million earmarked for acquisitions/dividends) and
full availability under the $50 million revolver at the close of
the refinancing transaction.

The stable outlook reflects Moody's expectation that the company's
operating earnings will grow at a moderate pace and the company
will deleverage gradually, absent any significant M&A.

The proposed first and second lien term loans are expected to have
no financial maintenance covenants while the proposed revolving
credit facility will, beginning with the second full fiscal quarter
following closing, contain a springing maximum first lien net
leverage ratio that will be tested when the revolver is more than
35% drawn. In addition, the first lien credit facility contains
incremental facility capacity up to the greater of $65 million and
100% of consolidated EBITDA, plus any unused amounts under the
general debt basket, plus an additional amount subject to a 5.25x
first lien secured net leverage ratio (for pari passu secured
debt), plus the ability to incur first lien incremental debt up to
the amount of any voluntary prepayments or repurchases of second
lien loans. Amounts up to the greater of $65 million and 100% of
consolidated EBITDA may be incurred with an earlier maturity date
than the then outstanding first lien term facility. At this time,
there are no express "blocker" provisions which prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to carve-out capacity and other
conditions. Also, at this time, non-wholly-owned subsidiaries are
not required to provide guarantees; dividends or transfers
resulting in partial ownership of subsidiary guarantors could
jeopardize guarantees, with no explicit protective provisions
limiting such guarantee releases.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. For Resonetics, the social risks are primarily
associated with responsible production including compliance with
regulatory requirements for the safety of medical devices as well
as adverse reputational risks arising from recalls associated with
manufacturing defects. Additionally, the company's financial
policies are expected to remain aggressive reflecting its ownership
by a private equity investor GTCR.

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

Ratings could be downgraded if the company's liquidity and/or
operating performance deteriorates. The ratings could also be
downgraded if the company pursues an aggressive debt-funded
acquisition strategy or if free cash flow becomes negative on a
sustained basis.

Ratings could be upgraded if Resonetics materially increases its
size and scale, diversifies its product portfolio and demonstrates
stable organic growth. Adjusted debt/EBITDA sustained below 6.0
times could support an upgrade.

Resonetics, LLC is a high technology manufacturer supplying
manufacturing services to the medical industry. The Company's
primary business operations include laser-based and precision
grinding/machining for medical device components beginning at the
prototyping phase through contract manufacturing. Resonetics is
owned by GTCR, LLC, a private equity firm. Pro-forma last 12 months
revenues are approximately $212 million.

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.


ROBERT FORD: Bid to Use Cash Collateral Denied
----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee has
issued an order denying the Motion for authority to use cash
collateral filed by Robert Ford Insurance Agency, Inc. on February
15, 2021 and amended on February 19.

At the continued hearing held March 25, 2021, the Court directed
the Debtor to tender within 10 days an agreed order for the
continued use of cash collateral through close of business on April
23, 2021, that also included a requirement that Debtor serve the
agreed order within three days after its entry and noticed the
continued hearing on the motion set for April 22, 2021, at 10:00
a.m.  The Court held that the Debtor has not tendered, as of April
8, 2021 (which is 14 days after the March 25 hearing), an agreed
order in compliance with the Court's directives and has not sought
an extension of time to comply. In addition, an Interim Agreed
Order Regarding the Use of Cash Collateral and to Provide Adequate
Protection entered on March 5, 2021, expired by its terms on March
18, 2021.

The Court said the continued hearing scheduled for April 22 on the
Debtor's Cash Collateral Motion, as amended, is stricken.

A copy of the order available for free at https://bit.ly/2PZ7HdJ
from PacerMonitor.com.

           About Robert Ford Insurance Agency, Inc.

Robert Ford Insurance Agency, Inc.  is an insurance company based
in Tennessee. It sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. E.D. Tenn. Case No. 21-30224) on February
11, 2021. In the petition signed by Robert Ford, owner/chief
executive officers, the Debtor disclosed $520,000 in assets and
$1,650,962 in liabilities.



ROCKET SOFTWARE: S&P Places 'B' ICR on CreditWatch Negative
-----------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating on Rocket
Software Inc. on CreditWatch with negative implications.

At the same time, S&P placed the 'B' issue-level rating on its
first-lien term loan and revolving credit facility and 'CCC+'
issue-level rating on its senior unsecured notes on CreditWatch
with negative implications.

Rocket Software Inc. has announced it has reached an agreement to
acquire ASG Technologies Group Inc. S&P believes it will use new
debt to fund this acquisition.

The CreditWatch placement follows the announcement that Rocket
Software has reached an agreement to acquire ASG Technologies. S&P
said, "While we do not know the details of the capital structure,
we believe that a portion of the acquisition will be funded with
new debt given Rocket's financial sponsor ownership. Rocket did a
debt-funded acquisition in January 2021, which took leverage close
to its downside trigger of low-7x leverage. If we believe this new
debt-funded acquisition will cause Rocket to sustain leverage above
our downside trigger, it could cause us to take a negative rating
action."

CreditWatch

S&P will resolve the CreditWatch placement once Rocket Software
closes on the acquisition, and after reviewing the capital
structure, integration plan, synergy details, and assessing the
company's appetite for further acquisitions with management.


ROLLING HILLS: Seeks Cash Collateral Access
-------------------------------------------
Rolling Hills Apartments, LLC asks the U.S. Bankruptcy Court for
the Eastern District of Missouri, Eastern Division for authority to
use cash collateral in accordance with the proposed budget.

The Debtor requires the use of the Cash Collateral to continue its
business operations and to pay its regular daily expenses,
including repairs, utilities, and other costs of doing business.

The Debtor's primary secured creditor is LBCI REO, LLC,
successor-in-interest to LBCI Trust, successor-in-interest to
Commercial Loan Investment X, LLC, successor-in-interest to Simmons
Bank, as successor by conversion to Simmons First National Bank,
assignee of Federal Deposit Insurance Corporation, as Receiver for
Excel Bank.

As of the Petition Date, the Debtor owed LBCI roughly $2,582,172.58
under a promissory note with Excel Bank plus accrued and unpaid
interest thereon and any related fees and costs.

The Prepetition Indebtedness is secured by valid, perfected,
enforceable, first priority liens and security interests upon and
in the Debtor's real property located at 8855-8893 Maya Lane, St.
Louis, Missouri 63146 and also in the rents generated by the Real
Estate and proceeds thereof. The Prepetition Indebtedness is also
secured by liens and security interests upon and in the Debtor's
equitable interest in real properties located at 1454 Ross Road,
St. Louis, Missouri 63146 and 7737 Utica Drive, St. Louis, Missouri
63146.

LBCI scheduled a foreclosure sale for the Properties on April 20,
2021. The Debtor filed the Chapter 11 Case as it believes there is
substantial equity in the Real Estate and is actively pursuing a
refinance of the Prepetition Indebtedness or sale of the Real
Estate.

The Debtor asserts LBCI's interest in the Cash Collateral is
adequately protected. The Debtor says adequate protection will be
provided to LBCI though regular monthly payments of $5,000
beginning on May 1, 2021.

A copy of the motion is available for free at
https://bit.ly/3dTQjPx from PacerMonitor.com.

                  Rolling Hills Apartments, LLC

Rolling Hills Apartments is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Mo. Case No. 21-41314) on April 9, 2021.

In the petition signed by Robert Keith Bennett, manager, the Debtor
disclosed $3,486,865 in assets and $3,752,509 in liabilities.

Judge Kathy A. Surratt-States oversees the case.

Robert E. Eggmann, Esq. at CARMODY MACDONALD P.C. is the Debtor's
counsel.



ROYAL CARIBBEAN: Moody's Confirms B1 CFR on Good Liquidity
----------------------------------------------------------
Moody's Investors Service confirmed the ratings of Royal Caribbean
Cruises Ltd. and Silversea Cruise Finance Ltd. (together, "Royal
Caribbean") including its B1 corporate family rating, B1-PD
probability of default rating, Ba2 senior secured rating, and B2
senior unsecured and senior unsecured guaranteed rating. The
company's speculative grade liquidity rating of SGL-2 is unchanged.
The outlook is negative. This concludes the review for downgrade
that was initiated on February 10, 2021.

"The confirmation of Royal Caribbean's ratings reflects Moody's
view that the growing number of vaccinated individuals in the US
and the company's ability to offer cruising outside of the US,
coupled with good booking trends, will enable the company to begin
its recovery from more than a year of suspended operations and
generate positive earnings in 2022," stated Pete Trombetta, Moody's
lodging and cruise analyst. Moody's current assumptions include
negative earnings in 2021 with only modest cruising returning in
the second half of the year. However, success in controlling any
potential confirmed COVID cases on board these early cruises should
help the company -- and the industry -- receive approval from
various health agencies, including the Centers for Disease Control
and Prevention, to ramp up operations in 2022. Royal Caribbean's
metrics will remain weak over the next two years -- including
leverage of over 6.5x -- as a result of a slow ramp up in
operations and the material amount of debt the company had to raise
to survive this extended period of suspended operations. Over time,
Moody's expects demand and pricing will return, enabling the
company to de-lever to a range more appropriate for the B1 rating.
Moody's views the pace of vaccine distribution in the US as a
social consideration under its ESG framework.

Confirmations:

Issuer: Royal Caribbean Cruises Ltd.

Corporate Family Rating, Confirmed at B1

Probability of Default Rating, Confirmed at B1-PD

Senior Secured Regular Bond/Debenture, Confirmed at Ba2 (LGD2)

Gtd. Senior Unsecured and Senior Unsecured Regular Bond/Debenture,
Confirmed at B2 (LGD4)

Issuer: Silversea Cruise Finance Ltd.

Gtd. Senior Secured Regular Bond/Debenture, Confirmed at Ba2
(LGD2)

Outlook Actions:

Issuer: Royal Caribbean Cruises Ltd.

Outlook, Changed To Negative From Rating Under Review

Issuer: Silversea Cruise Finance Ltd.

Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Royal Caribbean's credit profile is supported by its good liquidity
which will enable the company to survive this extended period of
suspended operations. The company also benefits from its solid
market position as the second largest global ocean cruise operator
based upon capacity and revenue which acknowledges the strength of
its brands. Royal Caribbean is well diversified by geography,
brand, and market segment. Moody's view is that over the long run,
the value proposition of a cruise vacation as well as a group of
loyal cruise customers supports a base level of demand once health
safety concerns have been effectively addressed.

In the short run, Royal Caribbean's credit profile will be
dominated by the length of time that US cruise operations continue
to be suspended, the path forward to resuming operations and the
resulting impacts on the company's cash consumption and its
liquidity profile. The normal ongoing credit risks include the
company's current exceptionally high leverage, the highly seasonal
and capital intensive nature of cruise companies and the cruise
industry's exposure to economic and industry cycles, weather
incidents and geopolitical events.

The negative outlook reflects Royal Caribbean's weak credit
metrics, the continued uncertainty around the resumption of US
cruise operations and the pace and level of recovery in demand that
will enable the company to reduce its leverage.

Royal Caribbean's liquidity is good. Moody's expect the company's
cash balances of about $3.7 billion at the end of 2020 is
sufficient to cover the company's cash needs over at least the next
12 months. This does not include proceeds from the company's $1.5
billion note issuance and $1.5 billion equity issuance in March.
The company has entered into agreements to amend all of its export
credit facilities and certain of its non-export credit facilities
to waive compliance with its financial covenants through the third
quarter of 2022 and is only subject to a minimum liquidity covenant
of $350 million. The company has fully drawn on its existing
revolvers but has access to a $700 million 364 day commitment that
expires in August 2022. The company's ability to access alternate
forms of liquidity are deemed to be modest in the current operating
environment.

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

The outlook could be revised to stable if cruise operations resume
in the US with occupancy levels, booking trends and pricing that
would support positive free cash flow generation, the ability to
repay debt and earnings growth trajectory that supports credit
metrics returning to levels more in line with its current rating.
Ratings could be upgraded if the company is able to maintain
leverage below 4.5x with EBITA/interest expense of at least 3.0x.
Ratings could be downgraded if the company's liquidity weakened in
any way, including a monthly cash burn rate higher than currently
expected without a corresponding increase in cash deposits
received. The ratings could also be downgraded if any signs emerge
that the ramp up in operations will not enable the company to
generate EBITDA of at least 50% of 2019 levels in 2022 or if it
appears that leverage will remain above 6.0x over the longer term.

Royal Caribbean (operating under the name Royal Caribbean Group) is
a global vacation company that operates three wholly-owned cruise
brands, including Royal Caribbean International, Celebrity Cruises
and Silversea. Net revenue for fiscal 2020 was $1.7 billion.

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


RR DONNELLEY: Moody's Rates New $350M Secured Notes Due 2026 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to R.R. Donnelley &
Sons Company's proposed $350 million senior secured notes due in
2026. The notes have the potential to be upsized. The company's B2
corporate family rating, B2-PD probability of default rating, B1
senior secured term loan B rating, B3 senior unsecured notes and
debentures ratings, SGL-3 speculative grade liquidity rating, and
stable outlook remain unchanged.

The refinancing is essentially leverage neutral and the proposed
notes will rank pari-passu with RRD's existing term loan B. Net
proceeds will be used to reduce portions of the amounts outstanding
under the term loan B and ABL facility.

Rating Assigned:

Senior Secured Notes due 2026, B1 (LGD3)

RATINGS RATIONALE

RRD's B2 CFR is constrained by: (1) high business risk from
continuing decline in revenue and profitability due to digital
substitution; (2) execution risks as it transforms itself from a
commercial printer focused on manuals, publications, brochures,
business cards to innovative businesses such as packaging, labels,
direct marketing and digital print in order to mitigate secular
pressures in commercial printing; and (3) leverage (adjusted
Debt/EBITDA) that is expected to be sustained around 5x in the next
12 to 18 months (4.8x for 2020), a level that is still high given
ongoing secular pressures. The rating benefits from: (1) good
market position, large scale and client diversity; (2) management's
focus on debt repayment from free cash flow and asset sale
proceeds; (3) continued cost reduction, which partially mitigates
the pressure on EBITDA; and (4) adequate liquidity, including its
ability to generate positive free cash flow despite ongoing
pressures.

RRD has moderate environmental risk. The company has exposure to
hazardous substances and although there have been no material
environmental liabilities in the past few years, it could face
material costs related to remediation of contaminated manufacturing
facilities should that occur.

RRD has high social risk tied to the coronavirus pandemic and data
breaches. The company's revenue was negatively impacted in 2020
because of the pandemic, and Moody's expects continued headwinds in
2021. Due to digital substitution, RRD is transforming its business
model into higher margin innovative digital products and services,
which exposes the company to increasing data security and customer
privacy risk. The shift to digital will require a continuing focus
on cost reduction for RRD.

RRD has moderate governance risk. Although the company does not
have a publicly stated leverage target, its financial policy has
been prudent, characterized by management's attention to debt
repayment rather than shareholder-friendly actions. RRD does not
make share repurchases and suspended its dividend payments because
of the pandemic in order to conserve liquidity.

RRD has adequate liquidity (SGL-3). Sources approximate $340
million while the company will have about $6 million of term loan
amortization in the next 4 quarters (proceeds from the proposed
notes will fund $56 million of debentures due in April 2021).
Liquidity is supported by $289 million of cash at year end 2020 and
Moody's expected free cash flow of about $50 million over the next
12 months. At year 2020, RRD had $576 million of availability under
its $800 million ABL facility that matures in September 2022 - no
drawings, $56 million of letters of credit and subject to a
borrowing base. Since the facility becomes current (September 2021)
in Moody's four quarter liquidity horizon, the amount available has
not been considered as a source of liquidity. RRD's facility is
subject to a fixed interest charge coverage covenant and cushion is
expected to exceed 25% through the next four quarters. The company
has limited ability to generate liquidity from asset sales.

The stable outlook reflects Moody's expectation that RRD will
maintain at least adequate liquidity (including generating positive
free cash flow) and sustain leverage around 5x as the company
manages its cost structure in line with revenue decline through the
next 12 to 18 months. Moody's expect that the majority of proceeds
from any asset sale would be used to repay debt.

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

The rating could be upgraded if the company generates sustainable
positive organic growth in revenue and EBITDA and sustains leverage
below 4x (4.8x for 2020).

The rating could be downgraded if the company is not able to
successfully execute its transformation into innovative businesses
to minimize pressure from commercial printing. Quantitatively this
would reflect Moody's expectations of ongoing revenue and EBITDA
declines or if leverage is sustained above 5x (4.8x for 2020). Weak
liquidity could also cause a downgrade, including an inability to
refinance its $800 million ABL facility before it becomes current
in September 2021.

The principal methodology used in this rating was Media Industry
published in June 2017.

Headquartered in Chicago, Illinois, RRD is the leader in the North
American commercial printing industry. Revenue for the year ended
December 31, 2020 was $4.8 billion.


SABRE INDUSTRIES: Moody's Puts B1 CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Sabre Industries, Inc.'s B1
Corporate Family Rating, B1-PD Probability of Default Rating and B1
senior secured debt ratings on review for downgrade.

The review for downgrade is prompted by the announcement on April
13 that private equity funds affiliated with Blackstone have agreed
to acquire Sabre Industries, Inc. from The Jordan Company. The
transaction is subject to customary closing conditions and is
expected to close in the second quarter of 2021. Terms for the
transaction have yet to be disclosed.

Ratings Placed On Review for Downgrade:

Issuer: Sabre Industries, Inc.

Corporate Family Rating, Placed on Review for Downgrade, currently
B1

Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD

Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD3)

Outlook Actions:

Issuer: Sabre Industries, Inc.

Outlook, Changed To Rating Under Review From Stable

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

The ratings review will focus on the details of the financing that
will be used to fund the buyout. These details include the sources
of funding, financial leverage, and ultimate capital structure.
Financial policy under new sponsor ownership will also be
considered. The company's forward liquidity position, business
strategy, and deleveraging plans will also be key considerations.

Sabre benefits from its leading market position and healthy annual
cash generation balanced against modest revenue scale. The ratings
also recognize the company's renewables/battery storage
capabilities and healthy free cash flow. Despite the improving but
still uncertain macroeconomic environment precipitated by the
coronavirus pandemic, Moody's expects the company to benefit from
certain of the favorable dynamics underlying the company's utility
and telecom businesses that continue to exist independent of the
pandemic. These dynamics include strong spending to support grid
hardening with continued high capex spend by utilities as well as
continued strength on macro site build in the telecom sector.

Headquartered in Alvarado, Texas, Sabre Industries, Inc.
manufactures engineered towers, poles, enclosures and related
transmission structures used in the wireless communications and
electric transmission and distribution industries. The company was
bought by private equity firm The Jordan Company in April 2019 as
part of a leveraged transaction.

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


SAUK PRAIRIE: Moody's Hikes Bond Rating to Ba3
----------------------------------------------
Moody's Investors Service has upgraded Sauk Prairie Healthcare,
Inc.'s (WI) bond rating to Ba3 from B1, affecting $38 million of
debt. The outlook is revised to stable from positive.

RATINGS RATIONALE

The upgrade to Ba3 expects Sauk Prairie Healthcare's (SPH)
sustained levels of stronger operating performance and maintenance
of improved headroom to financial covenants, seen over the last
three years, will continue over the near-term. SPH's operating
performance will be supported by the increased reimbursement as a
result of converting several operating clinics to rural health
designated centers, along with continued growth of specialty
service lines and labor productivity expense initiatives. While
near-term performance has been disrupted by the on-going COVID-19
pandemic, management's expense mitigation strategies and federal
stimulus funds have served to minimize the financial impact on
operating margins. Unrestricted cash and investments are expected
to provide for adequate operating and debt cushion, even after
repayment of Medicare advance funds. Offsetting considerations
include elevated competitive risks given the hospital's small size
and proximity to the competitive and tertiary Madison market.
Additionally, SPH's high financial leverage position, as measured
by high debt-to-revenue and debt-to-cash flow, will remain a credit
challenge. However, adjusted debt metrics remain solid due to a
defined contribution benefit plan and minimal lease obligations.

RATING OUTLOOK

The stable outlook reflects Moody's expectation SPH will continue
to generate operating cash flow margins in the 8-9% range supported
by strict expense management and growing specialty service lines.
Furthermore, the stable outlook anticipates no additional debt,
continued strengthening of the system's leverage metrics and a
smooth transition to the system's new IT systems in the second half
of 2021.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

-- Improvement in headroom to bond covenants and maintenance of
stronger levels of operating performance

-- Further deleveraging of balance sheet

-- Continued growth of cash reserves

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

-- Reduced covenant headroom or covenant breach

-- Weakened operating performance, liquidity or debt metrics

-- Change in market dynamics that challenges volumes and revenue
growth

LEGAL SECURITY

The Series 2013A bonds are secured by a joint and several security
interest in Pledged Revenues of the Obligated Group and a mortgage
on SPH. Sauk Prairie Memorial Hospital, Inc. is the only member of
the Obligated Group. A debt service reserve fund (DSRF) is in
place.

PROFILE

SPH is a 36 staffed bed hospital located in the Village of Prairie
du Sac, WI. Prairie du Sac is located approximately 27 miles
northwest of downtown Madison. While SPH competes with the three
health systems based in Madison, the hospital also maintains
referral partnerships with all three Madison providers and
contracts with each of their respective provider-owned health
plans.

METHODOLOGY

The principal methodology used in this rating was Not-For-Profit
Healthcare published in December 2018.



SELECTA BIOSCIENCES: To Get $3 Million Under Sarepta Deal
---------------------------------------------------------
Selecta Biosciences, Inc. was notified by Sarepta Therapeutics,
Inc. of the achievement of the milestone event related to the
completion of a non-clinical study for Duchenne muscular dystrophy
and certain limb-girdle muscular dystrophies under the Company's
Research License and Option Agreement with an affiliate of Sarepta,
effective as of June 13, 2020, as amended.  

Under the terms of the Agreement, Sarepta is obligated to pay a
non-refundable, non-creditable milestone payment of $3,000,000 to
the Company within 60 days of Sarepta's receipt of the related
invoice from the Company.

                     About Selecta Biosciences

Based in Watertown, Massachusetts, Selecta Biosciences, Inc. --
http://www.selectabio.com-- is a clinical-stage biotechnology
company focused on unlocking the full potential of biologic
therapies based on its immune tolerance technology (ImmTOR)
platform.  Selecta plans to combine ImmTOR with a range of biologic
therapies for rare and serious diseases that require new treatment
options due to high immunogenicity.  The Company's current
proprietary pipeline includes ImmTOR-powered therapeutic enzyme and
gene therapy product candidates.  SEL-212, the Company's lead
product candidate, is being developed to treat chronic refractory
gout patients and resolve their debilitating symptoms, including
flares and gouty arthritis.  Selecta's proprietary gene therapy
product candidates are in preclinical development for certain rare
inborn errors of metabolism and incorporate ImmTOR with the goal of
addressing barriers to repeat administration.

Selecta Biosciences reported a net loss of $68.87 million for the
year ended Dec. 31, 2020, a net loss of $$55.35 million for the
year ended Dec. 31, 2019, and a net loss of $65.34 million for the
year ended Dec. 31, 2018.  As of Dec. 31, 2020, the Company had
$165.43 million in total assets, $183.44 million in total
liabilities, and a total stockholders' deficit of $18.01 million.


SHAMROCK FINANCE: Murphy & King Represents Ellis Jr. Claimants
--------------------------------------------------------------
In the Chapter 11 cases of Shamrock Finance LLC, the law firm of
Murphy & King, Professional Corporation submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that it is representing the Ad Hoc
Committee.

As of April 13, 2021, members of the Ad Hoc Committee and their
disclosable economic interests are:

                                            Scheduled Amount
                                            ----------------

John (Jack) H. Ellis Jr.                      2,106,774.18
178 Lowell St.
Peabody, MA 01960

Rolanda Lee Sturtevant                         751,236.05
PO Box 1522
Manchester, MA 01944

Rupert/Gail Annis                              728,340.44
545 Newburyport Tpk No. 28
Rowley, MA 01969

Lawrence Kaplan                                707,274.19
16 Douglas Avenue
Wilmington, MA 01887

Christine Roman                                401,161.29
2 Great Hill Drive
Topsfield, MA 01983

Walsh Construction                             300,903.22
545 Newburyport Tpk No. 28
Rowley, MA 01969

Frank Foti                                     300,870.97
201 Slayton Farm Road
Stowe, VT 05672

PENSCO TRUST COMPANY                           274,901.92
FBO Colette A. Willis IRA
560 Mission Street, Suite 1300
San Francisco, CA 94105

Paul Taylor                                    200,580.65
7 Captains Walk Ln
Marblehead, MA 01945

William Downey                                 200,580.65
72 Fairview Ave
Peabody, MA 01960

Burke Family Trust                             200,580.65
10 Sapphire Ave.
Marblehead, MA 01945

Sheila Burke                                   190,557.87
33 Intrepid Circle Unit 107
Marblehead, MA 01945

Pensco Family Trust Custodian                  125,483.87
FBO Kathleen Kaplan
PO Box 173859
Denver, CO 82017

Colette Willis                                 124,586.19
8 Central Street
Topsfield, MA 01983

Pensco Trust Company Custodian                 119,424.38
FBO Lawrence P. Kaplan
560 Mission Street, Suite 1300
San Francisco, CA 94105

Alfred Laustsen                                100,290.32
2 Staunton Road
Groveland, MA 01834

Leonard & Mary Bonfanti                        100,290.32
20 Olsen Road
Peabody, MA 01960

Douglas Laustsen                                50,145.16
PO Box 1513
Hampton, NH 03843

Susan Lindh                                     25,072.58
2 Staunton Rd.
Groveland, MA 01834

Leia Kaplan                                     10,029.03
240 Jackson St. Unit 307
Lowell, MA 01852

Counsel to the Ad Hoc Committee of Unsecured Creditors can be
reached at:

          Harold B. Murphy, Esq.
          Marc P. Tetreault Jr., Esq.
          MURPHY & KING, Professional Corporation
          One Beacon Street
          Boston, MA 02108
          Telephone: (617) 423-0400
          Facsimile: (617) 556-8985
          E-mail: HMurphy@murphyking.com

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

                    About Shamrock Finance

Shamrock Finance LLC -- https://www.shamrockfinance.com/ -- is an
auto sales finance company in Ipswich, Mass.

Shamrock Finance sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 21-10315) on March 12,
2021.  Kevin Devaney, manager, signed the petition.  At the time
of
the filing, the Debtor had estimated assets of between $1 million
and $10 million and liabilities of between $10 million and $50
million.

Judge Frank J. Bailey oversees the case.

The Debtor tapped Jeffrey D. Sternklar LLC as its bankruptcy
counsel, the Law Offices of James J. McNulty as special counsel,
and Mid-Market Management Group, Inc. as business advisor.


SLM STUDENT 2014-1: Fitch Affirms B Rating on 2 Tranches
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of all outstanding classes
of SLM Student Loan Trust 2003-1 and 2014-1. The Rating Outlooks
are Stable.

     DEBT             RATING        PRIOR
     ----             ------        -----
SLM Student Loan Trust 2014-1

A-3 78448EAC9   LT  Bsf  Affirmed    Bsf
B 78448EAD7     LT  Bsf  Affirmed    Bsf

SLM Student Loan Trust 2003-1

A-5A 78442GFK7  LT  Bsf  Affirmed    Bsf
A-5B 78442GFL5  LT  Bsf  Affirmed    Bsf
A-5C 78442GFM3  LT  Bsf  Affirmed    Bsf
B 78442GFJ0     LT  Bsf  Affirmed    Bsf

The senior notes of both trusts and the class B notes of SLM 2003-1
do not pass Fitch's maturity base case stresses. All notes for both
transactions are rated 'Bsf', one category higher than their
current model-implied ratings of 'CCCsf', supported by qualitative
factors such as Navient's ability to call the notes upon reaching
10% pool factor and the revolving credit agreements established by
Navient, which allow the servicer to purchase loans from the
trusts.

Navient has the option but not the obligation to lend to the
trusts; thus, Fitch does not give quantitative credit to these
agreements. However, they provide qualitative comfort that Navient
is committed to limiting investors' exposure to maturity risk.
Navient Corporation is currently rated 'BB-' with a Stable Outlook
by Fitch.

Although the class B notes of SLM 2014-1 have a higher
model-implied rating than the class A-3 notes, in an event of
default (EOD) caused by the senior class that is not paid in full
by maturity, the subordinate class will not receive principal or
interest payments. The legal final maturity dates of the senior
classes of SLM 2003-1 and 2004-1 are more than 11 years and seven
years away, respectively.

In the cash flow analysis for SLM 2003-1, Fitch used
transaction-specific servicing fees rather than the standard fees
from Fitch's rating criteria.

KEY RATING DRIVERS

U.S. Sovereign Risk: The trust collateral comprises Federal Family
Education Loan Program (FFELP) loans, with guaranties provided by
eligible guarantors and reinsurance provided by the U.S. Department
of Education (ED) for at least 97% of principal and accrued
interest. The U.S. sovereign rating is currently 'AAA'/Outlook
Negative.

Collateral Performance: Based on transaction-specific performance
to date, Fitch assumes a cumulative default rate of 22.00% and
16.00% under the base case scenario and a default rate of 66.00%
and 48.00% under the 'AAA' credit stress scenario for SLM 2003-1
and SLM 2014-1, respectively. Fitch is maintaining its sustainable
constant default rate (sCDR) at 2.9% for SLM 2003-1 and 2.7% for
SLM 2014-1 in cash flow modeling. Fitch is also maintaining its
sustainable constant prepayment rate (sCPR; voluntary and
involuntary prepayments) at 10.0% for SLM 2003-1 and 14.0% for SLM
2014-1. Fitch applies the standard default timing curve in its
credit stress cash flow analysis. The claim reject rate is assumed
to be 0.25% in the base case and 2.0% in the 'AAA' case for both
transactions.

The trailing 12-month (TTM) levels of deferment, forbearance and
income-based repayment (IBR; prior to adjustment) are 3.08%, 16.74%
and 34.10%, respectively, for SLM 2003-1. The TTM levels of
deferment, forbearance and IBR (prior to adjustment) are 6.49%,
20.18% and 30.02%, respectively, for SLM 2014-1. These levels are
used as the starting points in cash flow modeling. Subsequent
declines or increases in assumptions are modeled as per criteria.
The borrower benefit is assumed to be approximately 0.02% and 0.11%
for SLM 2003-1 and SLM 2014-1, respectively, based on information
provided by the sponsor.

Basis and Interest Rate Risk: Basis risk for these transactions
arises from any rate and reset frequency mismatch between interest
rate indices for Special Allowance Payments (SAP) and the
securities. For SLM 2003-1, as of February 2021, approximately
86.81% of the student loans are indexed to LIBOR, and 13.19% are
indexed to T-Bill. All notes are indexed to three-month LIBOR. For
SLM 2014-1, as of February 2021, approximately 99.76% of the
student loans are indexed to LIBOR, and 0.24% are indexed to
T-Bill. All notes are indexed to one-month LIBOR.

Payment Structure: Credit enhancement (CE) is provided by
overcollateralization (OC), excess spread and for the class A
notes, subordination. As of the most recent collection period,
senior parity ratios (including the reserve) are 105.74% (5.43% CE)
and 109.81% (8.94% CE) for SLM 2003-1 and 2014-1, respectively.
Total effective parity ratios (including the reserve) are 100.78%
(0.78% CE) and 101.29% (1.28% CE) for SLM 2003-1 and 2014-1,
respectively.

Liquidity support is provided by a reserve account initially sized
at 0.25% of the outstanding pool balance for SLM 2003-1 and at
0.50% of the outstanding pool balance for SLM 2014-1. The reserve
accounts are currently at their floors of $3,083,057 and $996,942
for SLM 2003-1 and 2014-1, respectively. SLM 2003-1 will continue
to release cash as long as 100.0% total parity is maintained. SLM
2014-1 will continue to release cash as long as 101.01% total
parity is maintained.

Operational Capabilities: Day-to-day servicing is provided by
Navient Solutions, LLC. Fitch believes Navient to be an acceptable
servicer, due to its extensive track record as the largest servicer
of FFELP loans. Fitch also confirmed with the servicer the
availability of a business continuity plan to minimize disruptions
in the collection process during the coronavirus pandemic.

Coronavirus Impact: Fitch assessed the sCDR and sCPR assumptions
under Fitch's coronavirus baseline (rating) scenario by assuming a
decline in payment rates and an increase in defaults to previous
recessionary levels for two years and then a return to recent
performance for the remainder of the life of the transaction. Fitch
maintained the sCDR and sCPR for both transactions.

Fitch's Downside Coronavirus Scenario was not run for these
transactions, since the ratings are at 'Bsf'.

RATING SENSITIVITIES

This section provides insight into the model-implied sensitivities
the transactions face when one assumption is modified, while
holding others equal. Fitch conducts credit and maturity stress
sensitivity analysis by increasing or decreasing key assumptions by
25% and 50% over the base case. The credit stress sensitivity is
viewed by stressing both the base case default rate and the basis
spread. The maturity stress sensitivity is viewed by stressing
remaining term, IBR usage and prepayments. The results below should
only be considered as one potential outcome, as the transactions
are exposed to multiple dynamic risk factors. It should not be used
as an indicator of possible future performance.

SLM Student Loan Trust 2003-1

Current Ratings: class A 'Bsf', class B 'Bsf' (Model-Implied
Ratings: class A 'CCCsf', class B 'CCCsf')

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

Credit Stress Sensitivity

-- Default decrease 25%: class A 'CCCsf'; class B 'CCCsf';

-- Basis Spread decrease 0.25%: class A 'CCCsf'; class B 'CCCsf'.

Maturity Stress Sensitivity

-- CPR increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- IBR usage decrease 25%: class A 'CCCsf'; class B 'CCCsf';

-- Remaining Term decrease 25%: class A 'CCCsf'; class B 'CCCsf'.

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

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf';

-- Basis spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf';

-- Basis spread increase 0.50%: class A 'CCCsf; class B 'CCCsf'.

Maturity Stress Rating Sensitivity

-- CPR decrease 25%: class A 'CCCsf'; class B 'CCCsf';

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf';

-- IBR usage increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- IBR usage increase 50%: class A 'CCCsf; class B 'CCCsf';

-- Remaining Term increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- Remaining Term increase 50%: class A 'CCCsf'; class B 'CCCsf'.

SLM Student Loan Trust 2014-1

Current Ratings: class A 'Bsf', class B 'Bsf' (Model-Implied
Ratings: class A 'CCCsf', class B 'CCCsf')

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

Credit Stress Sensitivity

-- Default decrease 25%: class A 'CCCsf'; class B 'CCCsf';

-- Basis Spread decrease 0.25%: class A 'CCCsf'; class B 'CCCsf'.

Maturity Stress Sensitivity

-- CPR increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- IBR usage decrease 25%: class A 'CCCsf'; class B 'CCCsf';

-- Remaining Term decrease 25%: class A 'CCCsf'; class B 'CCCsf'.

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

Credit Stress Rating Sensitivity

-- Default increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- Default increase 50%: class A 'CCCsf'; class B 'CCCsf';

-- Basis spread increase 0.25%: class A 'CCCsf'; class B 'CCCsf';

-- Basis spread increase 0.50%: class A 'CCCsf; class B 'CCCsf'.

Maturity Stress Rating Sensitivity

-- CPR decrease 25%: class A 'CCCsf'; class B 'CCCsf';

-- CPR decrease 50%: class A 'CCCsf'; class B 'CCCsf';

-- IBR usage increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- IBR usage increase 50%: class A 'CCCsf; class B 'CCCsf';

-- Remaining Term increase 25%: class A 'CCCsf'; class B 'CCCsf';

-- Remaining Term increase 50%: class A 'CCCsf'; class B 'CCCsf'.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven 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 seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

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.


SM ENERGY: Fitch Raises IDR to 'B', Outlook Stable
--------------------------------------------------
Fitch Ratings has upgraded SM Energy Company's Issuer Default
Rating (IDR) to 'B' from 'CCC+' and has assigned a Stable Outlook.
In addition, Fitch has upgraded the revolving credit facility to
'BB'/'RR1' from 'B+'/'RR1', the second-lien secured notes and
second-lien convertible notes to 'BB-'/'RR2' from 'B'/'RR2', and
the senior unsecured notes to 'B'/'RR4' from 'CCC+'/'RR4'

The revised IDR reflects SM's ability to generate meaningful FCF,
material debt reduction in 2020 and the ability to access capital
markets. The rating also reflects Fitch's view that the company
will generate sufficient FCF to meet debt maturities over the next
several years, sufficient liquidity, a robust hedging program and
strong performance of its Permian assets.

The Stable Outlook reflects Fitch's view SM will use FCF to reduce
debt and address near term maturities.

KEY RATING DRIVERS

Debt Reduction Efforts: SM reduced debt by approximately $500
million in 2020 through a combination of debt paydowns, debt
repurchases at discount, and a successful debt exchange offer that
was also done at a discount. Fitch anticipates the company will
generate FCF through the forecast period and expects proceeds will
be used to reduce debt until SM attains its target leverage ratio
of less than 2x.

Fitch also believes the company will focus on the second-lien notes
when the notes become callable in mid-2022 in order to simplify the
capital structure and reduce interest costs. Fitch estimates SM can
generate sufficient FCF to meet all debt maturities through 2024.

Protection from Hedge Program: SM has hedged approximately 75% to
80% of its expected 2021 production at an average price of $41.37
per barrel (bbl). The company has also hedged 85% of its expected
natural gas production for 2021 and 2021 hedges are likely to
reduce revenues, given the hedged oil price is well below both the
average year-to-date and forward Strip price.

SM uses hedges to lock in targeted leverage levels, which would
still allow for improving credit metrics despite the revenue
reduction. Fitch believes the strong hedging program in 2020 was
the primary reason the company was able to generate FCF and reduce
debt during a prolonged period of low oil prices.

Robust Permian Performance: SM's Midland Basin assets continue to
exhibit solid performance since the 2016 acquisition through strong
well performance and increased capital efficiency. SM's wells are
considered among the best performing wells in the basin, and
continue to add value through lower operating and drilling costs.
The 2021 plan envisions average lateral feet per well of 11,300
with 55 net drilled wells and 72 net completions planned with three
rigs and three completion crews currently operating. The company
estimates that its 2021-2022 drilling program has an expected
breakeven pricing of $16/bbl to $31/bbl.

Focus on Austin Chalk: SM's drilling program in South Texas has
moved from the Eagle Ford to the Austin Chalk, which has a higher
oil cut. For all of South Texas, the company estimates it will
drill 39 net wells and complete 21 with an average lateral feet per
well of 12,000. Management believes the expected breakeven pricing
for Austin Chalk wells is in the range of $13/bbl to $28/bbl.

Sustainable Capex Plan: SM is planning spend $650 million to $675
million on capex in 2021 from $540 million in 2020. Spending in
outer years will likely be in the mid-$500 million range, which
allows the company to maintain production, while generating FCF at
Fitch base case price deck assumptions.

ESG Considerations

The highest level of Environmental, Social and Corporate Governance
(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).

DERIVATION SUMMARY

SM's credit metrics are in-line with other 'B' rated oil
exploration and production issuers. SM's debt/EBITDA as of December
2020 was 2.3x, which is the same as CrownRock L.P. (B+/Positive)
and slightly lower than Talos Energy Inc. (B-/Stable) and Great
Western Petroleum LLC (B-/Stable) at 2.5x. SM operates in two
basins (Permian and South Texas) as opposed to its peers, which
operate in only one. The increased diversification is offset by a
higher percentage of its production of natural gas.

SM's production size is materially higher than its peers with full
year 2020 production of 127,000 barrels of oil equivalent per day
(boed) compared with CrownRock of 77,000boed and Great Western at
60,000boed. However, SM's liquid percentage of production at 63% is
below its peers, which average in the 70% to 85% range. The lower
percentage of liquids results in a Fitch-calculated netback of
$10.80 that is slightly lower than its more oily-weighted peers,
such as CrownRock and Double Eagle (B/RWP). SM is above Talos
($7.90) due to the latter's exposure to more costly offshore
drilling.

KEY ASSUMPTIONS

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

-- Base Case West Texas Intermediate (WTI) oil price of
    $55.00/bbl in 2021, $50.00/bbl in the long term;

-- Base Case Henry Hub natural gas price of $2.75 per thousand
    cubic feet (mcf) in 2020 and $2.45/mcf in the long term;

-- Production increase of 5% in 2021 and 2022;

-- Capex of $651 million in 2021 declining to $500 to $570
    million over the forecast period;

-- Positive FCF through the forecast period with proceeds to
    reduce debt;

-- No assumptions of acquisitions, divestitures, share
    repurchases or dividends.

KEY RECOVERY RATING ASSUMPTIONS

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

Going-Concern Approach

SMs going-concern EBITDA assumption reflects Fitch's projections
under a stressed case price deck, which assumes WTI oil prices of
$42/bbl in 2021, $32/bbl in 2022, $42/bbl in 2023, and $45/bbl in
the long term.

The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon, which Fitch
bases the enterprise valuation. The going-concern EBITDA assumption
reflects the 2023 base case EBITDA when the revolver matures and
larger senior note maturities are due in the succeeding years.

An enterprise valuation multiple of 3.25x EBITDA is applied to the
going-concern EBITDA to calculate a post-reorganization enterprise
value. The multiple was increased from 2.75x to reflect the
development of the Permian assets.

The choice of this multiple considered the following factors:

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

-- Although the Permian basin assets are considered valuable, the
    South Texas assets are believed to have less value given the
    gassier nature and the lower M&A valuations of transactions in
    that market.

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 production per flowing
barrel, proved reserves valuation, value per acre, and value per
drilling location.

The revolver is assumed to be 80% drawn upon default with the
expectation that commitments would be reduced during a
redetermination. The revolver is senior to the second-lien notes,
secured convertible notes, and senior unsecured bonds in the
waterfall.

The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first-lien
revolver, an 'RR2' recovery for the second-lien notes and secured
convertible notes, and a recovery corresponding to 'RR4' for the
senior unsecured notes.

RATING SENSITIVITIES

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

-- Generate material FCF with proceeds applied to reduce debt;

-- Redemption of second-lien note issues to reduce complexity of
    the capital structure;

-- Mid-cycle debt/EBITDA of 2.5x or below.

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

-- Mid-cycle debt/EBITDA above 3.0x;

-- Inability to generate FCF or FCF proceeds are not applied to
    debt reduction;

-- Change in financial policy or hedging program that implies a
    more aggressive strategy;

-- Material reduction in liquidity or inability to access debt
    capital markets.

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

SM's senior secured credit agreement provides for a maximum loan
amount of $2.5 billion with a borrowing base of $1.1 billion.
Availability under the revolver was $936.5 million as of Feb. 4,
2021. The credit facility matures on Sept. 28, 2023 but will spring
to Aug. 16, 2022 if there is more than $100 million outstanding on
the 2022 notes and there is more than $300 million of availability
under the revolver combined with unrestricted cash and certain
types of unrestricted investments.

If the 2022 notes are redeemed from the proceeds of the second-lien
debt, the credit facility maturity will be revised to July 2, 2023.
The facility has two financial maintenance covenants: A total
funded debt/adjusted EBITDAX ratio that cannot be greater than 4.0x
and an adjusted current ratio that cannot be less than 1.0 to 1.0.

The 2020 debt exchange, which Fitch considered a distressed debt
exchange, led to the creation of new second-lien notes. In
addition, covenants under the convertible notes indenture provided
for those to receive the same collateral as of the second-lien
notes. The credit facility allows for up to $827 million of
second-lien debt provided the proceeds are used to redeem senior
unsecured debt at a price less than 80% of par value. The company
has $380.8 million of permitted second-lien debt capacity as of
Dec. 31, 2020.


SOLOMON EDUCATION: Wins Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized Solomon Education Group, LLC to use cash collateral
on an interim basis.

The Debtor is authorized to use cash collateral in an amount not to
exceed $36,300 for purposes of satisfying prepetition payroll
obligations and associated payroll taxes for the Debtor's employees
due April 15, 2021.

The parties with an interest in cash collateral are granted
replacement liens on the same collateral, and in the same priority,
as existed on the petition date.

The court says Jing Yang, as creditor, may withdraw her consent to
the use of cash collateral under the Order in the event a
bankruptcy-exit plan is not timely filed that provides for a future
liquidation of the real estate generating the cash collateral.

A final hearing on the Debtor's cash collateral motion will be held
telephonically on April 30, 2021 at 9:30 a.m.

A copy of the order is available for free at https://bit.ly/32jRhiV
from PacerMonitor.com.

                About Solomon Education Group, LLC

Solomon Education Group, LLC -- http://www.solomonschool.com-- is
a private day and boarding school for grades 7-12. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Wash. Case No. 21-10539) on March 18, 2021. In the
petition signed by Richard Lee, managing member, the Debtor
disclosed up t o $10 million in both assets and liabilities.

Judge Timothy W. Dore oversees the case.

Thomas D. Neeleman, Esq. at NEELEMAN LAW GROUP, P.C. is the
Debtor's counsel.



SPLASH NEWS: Gets Cash Collateral Access Thru May 12
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has authorized
Splash News and Picture Agency, LLC to use cash collateral on an
interim basis through May 12, 2021.

The Debtor is authorized to use up to $75,000 of Cash Collateral
for operating and maintaining its business in accordance with its
ordinary course of business and in accordance with the budget as
agreed upon by the mutual written agreement of the Debtor and its
secured creditor, Deasil Limited.

As adequate protection for the use of Cash Collateral and the other
assets that comprise its collateral but subject and limited to the
Carve-Out, Deasil is granted a replacement lien of the same
validity, priority and extent as its pre-petition lien on the
post-petition after-acquired assets of the Debtor.

Any and all liens granted to Deasil under the Order will be deemed
valid, binding, enforceable and perfected upon entry of the Order.
Deasil will not be required to file any UCC-1 financing statement
or any similar document or take any other action in order to
validate the perfection of its liens.

The parties stipulate that Deasil held a duly perfected first lien
on all of the Debtor's assets as of the Petition Date. The
stipulation is only binding upon Deasil and the Debtor. Any other
party in interest will have 30 days from the conclusion of the
section 341 meeting of creditors to object to the prior perfected
security interests of Deasil upon the prepetition assets of the
Debtor. The 30-day limitation set forth in the preceding sentence
will not apply to any entity that asserts it has a previously
perfected lien that takes priority over Deasil's liens.

Unless otherwise provided in the Order, the terms and conditions
relating to the liens and priorities granted to Deasil will be
binding upon the Debtor, its creditors, and other parties in
interest and all successors in interest thereof including, without
limitation, any trustee that is or may be appointed in the case or
any trustee in a case under any other chapter of the Bankruptcy
Code into which the case may be converted. The binding effect is an
integral part of the agreement included in the Order.

In addition, the Debtor grants these additional adequate protection
to Deasil:

     a. The Debtor will provide Deasil, upon request, with such
other financial reports and/or information as Deasil may request
from time to time;

     b. The Debtor will not pay any pre-petition obligations
without prior Court approval; and

     c. The Debtor will timely pay all post-petition income,
payroll, ad valorem, sales and use taxes, and will provide copies
of all tax deposit receipts upon request.

The Debtor's authority to use Cash Collateral will terminate
without further Court action upon the earliest to occur of the
following:

     a. The Court does not enter by May 15, 2021 a Final Order
Authorizing Use of Cash Collateral that is substantially similar to
the Interim Order or which is not accepted by Deasil;

     b. The entry of an order pursuant to section 363 of the
Bankruptcy Code approving the sale of substantially all of the
Debtors assets;

     c. The effective date of any plan of reorganization or plan of
liquidation for the Debtor;

     d. Conversion of the Debtor's case to any other Chapter of the
Bankruptcy Code;

     e. Dismissal of the Debtor's bankruptcy case;

     f. Entry of any order pursuant to section 364 of the
Bankruptcy Code authorizing the Debtor to obtain credit with a
higher priority than the liens held by or granted to Deasil;

     g. The automatic stay is lifted as to any other party in order
to permit foreclosure on pre-petition or post-petition collateral
in which Deasil holds a first priority lien;

     h. Failure by the Debtor to pay any post-petition obligations
as they come due; or

     i. Failure of the Debtor to abide by the terms of the Order.

The replacement liens granted will be subject and subordinate only
to the carve-out, which consists of (i) the allowed professional
fees and expenses of professionals or professional firms retained
by the Debtor to be paid as ordered by the Bankruptcy Court and
only to the extent so ordered; (ii) the allowed professional fees
and expenses of the Sub-Chapter V trustee appointed in the case;
and (iii) the payment of any fees that may be required to be paid
to the Clerk of the Court or to the U.S. Trustee under 28 U.S.C.
section 1930 plus interest pursuant to 31 U.S.C. section 3717.

A final hearing on the Debtor's Motion is scheduled for May 12 at
1:30 p.m.

A copy of the order is available for free at https://bit.ly/3a6wJi3
from PacerMonitor.com.

               About Splash News & Picture Agency

Splash News & Picture Agency, LLC is a privately held company in
the image licensing and stock photography business.  It is a
wholly-owned subsidiary of Splash News and Picture Agency Holdings,
Inc.

Splash News & Picture Agency filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case
No. 21-11377) on March 23, 2021.  Emma Curzon, president, signed
the petition.  In the petition, the Debtor disclosed $706,911 in
assets and $2,803,140 in liabilities.

Judge August B. Landis oversees the case.

The Debtor tapped Husch Blackwell LLP as its bankruptcy counsel,
Atkinson Law Associates Ltd. as local counsel, and Pinsent Masons,
LLP as special counsel.



SPURLOWS ARCHERY: Unsecureds May Seek Modification in Plan Payment
------------------------------------------------------------------
Spurlows Archery Pro Shop, LLC, filed an Amended Plan of
Reorganization in its Chapter 11 case, with the U.S. Bankruptcy
Court for the Middle District of Florida.

Claims and Interests under the Plan will be treated as follows:

    * Class 2 Priority Claim of the State of Florida Department of
Revenue aggregates $145,552, of which $134,307.29 is priority
unsecured debt.  The allowed claim will be paid with pre- and
post-confirmation statutory interest, in equal monthly installments
beginning 30 days from the confirmation date.  Class 2 Claim is
impaired.

    * Class 3 Secured Claim of Global Factors, LLC of $30,000.
Class 3 is secured by a first position blanket lien on the Debtor's
assets. The allowed secured claim will be amortized over 60 months
at 5.25% with payments commencing 30 days from the entry of the
confirmation order.  Any allowed general unsecured claim will be
paid pursuant to Class 8.

    * Class 8 General Unsecured Creditors will be paid their
allowed claims on pro rata share of the Plan fund, without
interest, in 20 quarterly payments to begin at the onset of the
calendar quarter immediately after the Effective Date until their
Allowed Claims are paid.  Promissory notes will be issued to each
creditor in this class with allowed claims to evidence payments,
which promissory notes will be enforceable in any court of
competent jurisdiction.  Class 8 is impaired.

    * Class 9 Equity Security Holders will retain ownership in the
Debtor post-confirmation.   No distributions will be made to equity
until all payments in Class 8 have been made.  Class 9 is
impaired.

The Debtor will assume, effective on the confirmation date, (i) the
service agreement for phone with Comcast; (ii) the security
monitoring with Hartline, and (iii) the cellular service agreement
with Sprint.

The Debtor's Plan will be funded by the Debtor's current and future
income.  Electing claimants in Class 8 will have 60 days from
receipt of a CPA audited profit and loss statement and balance
sheet for the proceeding calendar year to file a motion seeking an
upward modification of the payments to the Class 8 claimants based
on the Debtor outperforming its projections. Claimants represented
by Kosto & Rotella, P.A. will be considered Electing Claimants
without need to file a notice.

Current equity will continue to manage the Debtor
post-Confirmation.  The Debtor does not intend to file a separate
Disclosure Statement.

Counsel to the Debtor:

     Buddy D. Ford, Esq.
     Email: Buddy@tampaesq.com

     Jonathan A. Semach, Esq.
     Email: Jonathan@tampaesq.com

     Heather M. Reel, Esq.
     Email: Heather@tampaesq.com

     9301 West Hillsborough Avenue
     Tampa, Florida 33615-3008
     Telephone #: (813) 877-4669
     Office Email: All@tampaesq.com

                About Spurlows Archery Pro Shop

Spurlows Archery Pro Shop, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-05340) on July
13, 2020, listing under $1 million in both assets and liabilities.
The Debtor has tapped Buddy D. Ford, P.A., as its legal counsel and
A+ Accounting & Tax as its accountant.


STA VENTURES: Creditor Releases Assignment on 35-Acre Property
--------------------------------------------------------------
STA Ventures, LLC, filed a notice with the U.S. Bankruptcy Court
for the Northern District of Georgia of the third amendment to the
Debtor's Chapter 11 Plan of Reorganization, relating to Ray Family
IRA/Unell Investments Joint Claimants.

Ray Family IRA/Unell Investments Joint Claimants have accepted
Debtor STA Ventures' demand to grant a quitclaim and the release of
the Ray/Unell Security Deed and Rent Assignment.  Post-petition Ray
Family IRA/Unell Investments Joint Claimants have continued to hold
their pre-petition second in priority Ray/Unell Security Deed and
Rent Assignment on the Loganville/Walton County 35.449 Acre
Property.  The Ray/Unell Security Deed and Rent Assignment,
however, have secured only a debt of a non-Debtor, and not of
Debtor STA Ventures.  Going forward, Debtor STA Ventures will
transact business on its Loganville/Walton County 35.449 Acre Tract
free and clear of any liens on account of the quitclaim.  

A copy of the Third Amendment is available at
https://bit.ly/2OWRJR4 from PacerMonitor.com at no charge.

Counsel to the Debtor:

   Jimmy L. Paul, Esq.
   Drew V. Greene, Esq.
   Chamberlain, Hrdlicka, White Williams & Aughtry
   191 Peachtree Street, N.E., 46th Floor
   Atlanta, Georgia 30303
   Telephone: (404) 659-1410

                        About STA Ventures

STA Ventures, LLC is a limited liability corporation with principal
office address at 145 Houze Way, Roswell, Fulton County, Ga.

On June 1, 2020, STA Ventures filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 20-66843).  The petition was
signed by Stephen T. Allen, its managing member.  At the time of
the filing, the Debtor disclosed assets of $1 million to $10
million and estimated liabilities of the same range.

The Debtor has tapped Chamberlain, Hrdlicka, White, Williams &
Aughtry as legal counsel; Peach Appraisal Group, Inc. as appraiser;
and Magaro & Conine, CPA as accountant.


STEIN MART: Combined Plan of Liquidation Confirmed by Judge
-----------------------------------------------------------
Judge Jerry A. Funk has entered findings of fact, conclusions of
law and order confirming the Combined Plan of Liquidation of
debtors Stein Mart, Inc., and its affiliates.

The Plan is the product of good faith, arm's-length negotiations by
and among the Debtors, the Debtors' directors, officers and
managers, the Committee, and the other constituencies involved in
the Chapter 11 Cases.  The Plan itself and the process leading to
its formulation provide independent evidence of the Debtors' and
such other parties' good faith, serve the public interest, and
assure fair treatment of holders of Claims and Interests.

The Debtors have proposed the Plan in good faith, with the
legitimate and honest purpose of maximizing the value of the
Debtors' Estates for the benefit of their stakeholders. The Plan is
the product of extensive collaboration among the Debtors and key
stakeholders and accomplishes this goal.

On the Effective Date, any Estate non-Cash assets remaining shall
vest in the WindDown Debtors for the purpose of liquidating the
Estates and Consummating the Plan. Such assets shall be held free
and clear of all liens, claims, and interests of Holders of Claims
and Interests, except as otherwise provided in the Plan. Any
distributions to be made under the Plan from such assets shall be
made by the Plan Administrator or its designee. The Wind-Down
Debtors and the Plan Administrator shall be deemed to be fully
bound by the terms of the Plan and this Confirmation Order.

                      About Stein Mart Inc.
          
Stein Mart, Inc. -- http://www.SteinMart.com/-- was a national
specialty omni off-price retailer offering designer and name-brand
fashion apparel, home decor, accessories, and shoes at everyday
discount prices.  The company operated 281 stores across 30
states.

Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million. Judge Jerry A. Funk oversees the cases. The Debtors tapped
Foley & Lardner LLP as their legal counsel, Clear Thinking Group
LLC as a financial advisor, and Stretto as claims and noticing
agent.


STREAM TV: Let the New Committee Catch Up on the Dismissal of Ch.11
-------------------------------------------------------------------
Law360 reports that bankrupt television technology company Stream
TV told a Delaware judge Thursday, April 15, 2021, that it had
agreed to delay a hearing on a creditor's motion to dismiss the
firm's Chapter 11 case to allow a newly appointed committee of
unsecured creditors to get up to speed on the proceedings.

During a virtual hearing, attorneys for Stream TV and moving
creditor SeeCubic Inc. said an adjournment of the dismissal hearing
-- originally set for April 26, 2021 -- would allow enough time for
the committee and its counsel to properly prepare to play a role in
those proceedings.

                     About Stream TV Networks

Philadelphia, Pa.-based Stream TV Networks, Inc. develops
technology intended to display three-dimensional content without
the use of 3D glasses.

On Feb. 24, 2021, Stream TV Networks filed a Chapter 11 petition
(Bankr. D. Del. Case No. 21-10433). Stream TV Networks CEO Mathu
Rajan signed the petition. In the petition, the Debtor listed
assets of about $100 million to $500 million and liabilities of
$100 million to $500 million.  Judge Karen B. Owens oversees the
case. Dilworth Paxson, LLP, led by Martin J. Weis, Esq., is the
Debtor's counsel.


SUMMIT MIDSTREAM: S&P Lowers Rating to 'SD' on Distressed Exchange
------------------------------------------------------------------
S&P Global Ratings lowered its rating on Summit Midstream Partners
L.P. (SMLP) to 'SD' (selective default) from 'CC'. S&P also lowered
its rating on SMLP's series A preferred units to 'D' from 'C'.

The downgrade on SMLP's preferred units follows the close of the
series A preferred unit exchange. The exchange offered preferred
holders the opportunity to move down the capital structure for a
more liquid security. Approximately $18.66 million of notional
preferred units were tendered and exchanged for common units. S&P
assesses this security as having intermediate (50%) equity content.
As a result, S&P is removing approximately $9.33 million from
SMLP's adjusted debt balance.



SUN STEAKS: Unsecured Creditors Out of Money in Liquidating Plan
----------------------------------------------------------------
Sun Steaks, LLC filed with the U.S. Bankruptcy Court for the Middle
District of Florida a Second Plan of Liquidation.

The Liquidation Plan disclosed that the sole remaining assets of
the estate are cash and personal property, which personal property
will be liquidated to pay Class 2 Hillsborough County Tax
Collector's secured claim for tangible personal property taxes. The
remaining cash of approximately $496,461, including any net
proceeds from the sale of the personal property, after deducting
costs, will be distributed to creditors based on the priority set
forth in the Plan.  

Claims will be treated under the Plan, as follows:

   * Class 1 Priority Claims consist of priority tax claims of the
Department of Revenue, the Pasco County Tax Collector, and the
Internal Revenue Service.  Class 1 Claims, which are impaired, will
receive a pro rata distribution on their claim(s) from any funds
remaining in the bankruptcy estate after payment in full of all
allowed administrative claims.
  
   * Class 3 General Unsecured Creditors will receive a pro rata
distribution on their claims from any remaining funds after all
allowed claims in Class 1 have been paid in full. The Debtor,
however, does not believe that any funds will be available for
distribution to general unsecured creditors.

   * Class 4 Equity Security Holders will retain ownership in the
Debtor post-confirmation.  No distributions will be made to equity
until all Class 3 claims are paid in full.  Class 4 Claims are
impaired.

The Debtor has ceased operations and thus, will be conclusively
deemed to have rejected all executory contracts and unexpired
leases as of the Effective Date.

The Subchapter V Trustee will serve as the liquidating and
distribution agent under the Plan.

Counsel to the Debtor:

    Buddy D. Ford, Esq.
    Email: Buddy@tampaesq.com

    Jonathan A. Semach, Esq.
    Email: Jonathan@tampaesq.com

    Heather M. Reel, Esq.
    Email: Heather@tampaesq.com

    9301 West Hillsborough Avenue
    Tampa, Florida 33615-3008
    Telephone #: (813) 877-4669
    Office Email: All@tampaesq.com

                       About Sun Steaks LLC

Sun Steaks, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07727) on Oct.
16, 2020, listing under $1 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.  Buddy D. Ford, P.A.
serves as the Debtor's legal counsel.


TANGER PROPERTIES: Moody's Cuts Preferred Shelf Rating to (P)Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded Tanger Properties Limited
Partnership's senior unsecured rating to Baa3 from Baa2. The rating
action is a result of the ongoing challenges for retail landlords,
weakness in Tanger's leverage on a net debt to EBITDA basis and a
significant decline in the REIT's portfolio occupancy. The
downgrade also reflects the likelihood of continued pressure on the
Tanger's re-leasing spreads as it addresses current vacancies.

The outlook was revised to stable from negative. The stable outlook
assumes that Tanger will maintain its conservative financial policy
as it navigates a difficult operating environment.

The following ratings were downgraded:

Tanger Properties Limited Partnership -- senior unsecured debt to
Baa3 from Baa2, senior unsecured shelf to (P)Baa3 from (P)Baa2,
subordinate shelf to (P)Ba1 from (P)Baa3

Tanger Factory Outlet Centers, Inc. -- preferred shelf to (P)Ba1
from (P)Baa3, preferred non-cum shelf to (P)Ba1 from (P)Baa3

Outlook Actions:

Issuer: Tanger Properties Limited Partnership, Tanger Factory
Outlet Centers, Inc.

Rating Outlook, Changed To Stable From Negative for both entities

RATINGS RATIONALE

Tanger's Baa3 rating reflects the REIT's strong history of adhering
to a conservative financial policy which is underpinned by very low
secured debt levels and a large liquidity buffer, demonstrating
management's commitment to an investment-grade rating. The REIT's
business model also benefits from relatively low occupancy costs,
which remains attractive for retailers even as their omni-channel
retail strategies continue to evolve. Foot traffic in Tanger's
portfolio has also returned to pre-COVID levels, thanks to its
open-air retail concept. Traffic in January was at about 96% of the
prior-year level, a positive.

Still, cash flow pressure is expected in the intermediate term as
the REIT struggles with lower occupancies (92% at year-end 2020,
down from 97% for the same period a year ago), negative lease
spreads and a decline in same-store net operating income. Tanger's
rent spreads were already trending downwards pre-pandemic and have
continued to weaken with spreads down 11.5% for 2020. There is
potential for further pressure on rent spreads as the REIT's lease
expirations in the next two years are material with 13% and 16% of
ABR expiring in 2021 and 2022, respectively. The company is also
exposed to a high proportion of fashion and apparel retailers, a
segment that has witnessed an array of store closures and
bankruptcies in the last several years. That said, Tanger's
open-air retail shopping centers are better positioned than malls,
especially as many apparel retailers plan to reduce the size of
their footprint in enclosed malls.

The REIT's liquidity position is excellent, bolstered by its recent
equity issuance of $131 million through its newly established ATM
program. As of March 30, 2021, the company had approximately $790
million in liquidity ($190 million in cash and a fully undrawn $600
million unsecured revolver). With the expected early partial
redemption of its 2023 senior unsecured notes and $25 million
paydown of its 2021 unsecured term loan, Tanger has no material
debt maturities until 2023 (excluding its credit facility which
matures in 2022).

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

Upward ratings movement would be dependent on a return to positive
operating performance as reflected in positive same-store NOI
growth and consolidated portfolio occupancy of 95% or greater, all
on a sustained basis. Greater scale and further diversification in
the REIT's tenant profile such that no tenant represents more than
3% of annualized base rent would also be necessary. Fixed charge
coverage of over 4.0x and net debt to EBITDA closer to 6.0x would
also be required for an upgrade.

A downgrade would result from fixed charge coverage falling below
3.0x, net debt to EBITDA above 7.0x, and effective leverage above
60% of gross assets. Further pressure on the REIT's portfolio
occupancy and re-leasing spreads would also be viewed negatively.

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

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a REIT
headquartered in Greensboro, North Carolina, USA, focuses on
developing, acquiring, owning, operating and managing factory
outlet shopping centers in the US and Canada. As of December 31,
2020, the REIT had $3.2 billion in gross assets.


TDC POINTE: JLL to Auction Membership Interests on May 3
--------------------------------------------------------
Jones Lang LaSalle Americas Inc., on behalf of ROC Debt Strategies
II Mortgage Capital LLC ("secured party"), offers for sale at
public auction on May 3, 2021, at 10:00 a.m. (New York Time) the
100% of the limited liability company membership interests in TDC
Pointe LLC ("mezzanine borrower"), which is the sole owner of the
property knowns as The Pointed located at 400 Northridge Road and
500 Northridge Road, Sandy Springs, Georgia.

The sale will be conducted via remote virtual auction for which a
web address and password will be provided to all confirmed
participants that have properly registered pursuant to the terms of
sale in connection with a Uniform Commercial Code sale.

The interests are owned by TCD Pointe Member LLC having its
principal place of business at 5310 South Alston Avenue, Suite 210,
Durham, North Carolina 27713.

The secured party, as lender, made a loan to the mezzanine
borrower.  In connection with the mezzanine loan, the mezzanine
borrower has granted to the secured party a first priority lien on
the interests pursuant to that certain pledge and security
agreement dated as of May 24, 2017, as amended and restated by that
certain amended and restated pledge and security agreement dated
June 30, 2020.  The secured party is offering the interests for
sale in connection with the foreclosure on the pledge of the
interests.  The mezzanine loan is subordinate to a mortgage loan
and other obligations and liabilities of the mortgage borrower or
otherwise affecting the property.

All bids must be for cash, and the successful bidder must (a) be
prepared to deliver immediately available good funds on the day of
the sale for any required deposit, (b) within three New York days
of the sale pay to secured party the balance of the bid amount and
(c) otherwise comply with the bidding requirements.

Further information concerning the interests, the requirements for
obtaining information and bidding on the interests, and the terms
of sale can be found at
https://www.400and500northridgeroaduccsale.com.

Jones Lang LaSalle can be reached at:

         Jones Lang LaSalle Americas Inc.
         Attn: Brett Rosenberg
         200 E. Randolph Drive
         Chicago, IL 606011
         Tel: +1 212-812-5926
         E-mail: brett.rosenberg@am.jll.com

TDC Pointe LLC is located at 5310 South Alston Avenue, Durham,
North Carolina.


TELESAT CANADA: Moody's Cuts CFR to B2 & Rates New Secured Notes B1
-------------------------------------------------------------------
Moody's Investors Service downgraded Telesat Canada's corporate
family rating to B2 from B1, probability of default rating to B2-PD
from B1-PD, senior secured credit facilities and senior secured
notes ratings to B1 from Ba3, and senior unsecured notes rating to
Caa1 from B3. Moody's also assigned a B1 rating to the company's
proposed $500 million senior secured notes due 2026, with Telesat
LLC as a co-issuer. Telesat's ratings remain on review for
downgrade, including the B1 rating on the proposed secured notes.
The company's speculative grade liquidity rating was unchanged at
SGL-2.

Telesat intends to use the net proceeds from the new notes issuance
to fund a portion of its planned low earth orbit (LEO) satellite
constellation.

"The downgrade was prompted by the one turn increase in leverage
(to 6.1x from 5.1x for 2020) as a result of the notes issuance"
said Peter Adu, Moody's Vice President and Senior Analyst.

The following ratings/assessments are affected by the action:

Ratings Downgraded:

Issuer: Telesat Canada

Corporate Family Rating, Downgraded to B2 from B1; Remains Under
Review for Downgrade

Probability of Default Rating, Downgraded to B2-PD from B1-PD;
Remains Under Review for Downgrade

Senior Secured Revolving Credit Facility, Downgraded to B1 (LGD3)
from Ba3 (LGD3); Remains Under Review for Downgrade

Senior Secured Term Loan B5, Downgraded to B1 (LGD3) from Ba3
(LGD3); Remains Under Review for Downgrade

Senior Secured Global Notes, Downgraded to B1 (LGD3) from Ba3
(LGD3); Remains Under Review for Downgrade

Senior Unsecured Global Notes, Downgraded to Caa1 (LGD6) from B3
(LGD6); Remains Under Review for Downgrade

New Assignments:

Issuer: Telesat Canada

GTD Senior Secured Global Notes, Assigned B1 (LGD3); Placed Under
Review for Downgrade

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

Telesat's B2 CFR is constrained by: (1) Moody's expectation that
consolidated leverage (adjusted Debt/EBITDA) will increase
materially over the construction phase of its planned LEO satellite
constellation (was 5.1x for 2020 but 6.1x pro forma for new notes
issuance); (2) declining revenue and EBITDA profile in its existing
business; (3) elevated business risk from evolving technology and
an increasing supply of satellites; (4) small scale relative to
fixed satellite services (FSS) peers; and (5) high customer
concentration. The rating benefits from: (1) predictable revenue in
the next 12 to 18 months, supported by its C$2.7 billion backlog;
(2) good market position in the global FSS market; (3) strong
margins relative to FSS peers; and (4) potential to monetize C-band
spectrum in the US and Canada.

The review for downgrade was prompted by the potential for material
increase in leverage following the company's February 9, 2021
announcement [1] that it had selected Thales Alenia Space as the
contractor for its planned LEO constellation of 298 satellites and
integrated ground network that is expected to cost about $5
billion.

The review will focus on Telesat's financing plans and liquidity
through construction, execution risks of completing the LEO project
on time and on budget, revenue and earnings potential once the
constellation is operational, and future expectations for its
current business, which has been in decline. Moody's expects to
conclude the review when there is increased visibility on these
factors.

If the rest of the LEO constellation debt that Telesat raises is
secured, it is likely that the existing secured debt rating will
settle at the same level as the CFR that Moody's arrives at when
the review concludes.

The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.

Telesat Canada, headquartered in Ottawa, Canada and owned by Loral
Space & Communications Inc. (Loral, 62.6% economic interest),
Public Sector Pension Investment Board (36.7%) and management
(0.7%), is a fixed satellite services company. The company's fleet
consists of 15 geosynchronous (GEO) satellites, one phase 1 LEO
satellite and the Canadian payload on ViaSat-1. Revenue for the
fiscal year ended December 31, 2020 was C$820 million. Telesat is
on track to merge with Loral, a public company listed on the Nasdaq
Global Select Market, to form a new Canadian public company in the
second half of 2021.


TENTLOGIX INC: Plan Exclusivity Period Extended Thru May 26
-----------------------------------------------------------
At the behest of Debtor Tentlogix Inc., Judge Mindy A. Mora of the
U.S. Bankruptcy Court for the Southern District of Florida, West
Palm Beach Division extended the period in which the Debtor may
file a Chapter 11 plan through and including May 26, 2021, and to
obtain acceptances of the plan through and including July 26,
2021.

With the extension, the Debtor will now have the time to review the
claims and determine plan treatment and address any issues that
might appear in their case.

A copy of the Court's Extension Order is available at
https://bit.ly/3avzvOf from PacerMonitor.com.

                             About Tentlogix Inc.

Tentlogix Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 20-22971) on November 27, 2020. Gary Hendry,
chief executive officer, signed the petition.  

At the time of the filing, the Debtor disclosed $3,135,866 in
assets and $10,689,420 in liabilities.

Judge Mindy A. Mora oversees the case.  

The Debtor tapped Kelley, Fulton & Kaplan, P.L. as its legal
counsel and Carr Riggs & Ingram as its accountant.


TPT GLOBAL: Reports $8.1 Million Net Loss for 2020
--------------------------------------------------
TPT Global Tech, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss
attributable to the Company's shareholders of $8.07 million on
$11.09 million of total revenues for the year ended Dec. 31, 2020,
compared to a net loss attributable to the company's shareholders
of $14.03 million on $10.21 million of total revenues for the year
ended Dec. 31, 2019.

As of Dec. 31, 2020, the Company had $12.84 million in total
assets, $36.55 million in total liabilities, $4.79 million in total
mezzanine equity, and a total stockholders' deficit of $28.51
million.

Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated April 15, 2021, citing that the Company has suffered
recurring losses from operations and has insufficient cash flows
from operations to support working capital requirements.  These
factors raise substantial doubt about the Company's 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/1661039/000165495421004259/tptw_10k.htm

                       About TPT Global Tech

TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
is a technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
technology solutions.  TPT Global Tech offers Software as a Service
(SaaS), Technology Platform as a Service (PAAS), Cloud-based
Unified Communication as a Service (UCaaS).  It offers
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT's cloud-based UCaaS services allow businesses of any size to
enjoy all the latest voice, data, media and collaboration features
in today's global technology markets.  TPT Global Tech also
operates as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cell phone services, Mobile
phones Cell phone Accessories and Global Roaming Cell phones.


TRANSDIGM INC: Moody's Gives B3 Rating on New Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service assigned B3 ratings to TransDigm Inc.'s
new senior subordinated notes. All other ratings, including the B1
Corporate Family Rating and the B1-PD Probability of Default
Rating, are unchanged. Proceeds from the new notes will be used to
refinance the existing $750 million senior subordinated notes due
2025. Ratings on the existing notes due 2025 will be withdrawn upon
close. The ratings outlook remains negative.

RATINGS RATIONALE

The B1 corporate family rating balances TransDigm's aggressive
financial policy and high financial leverage against its strong
business model. TransDigm garners very strong margins from its
sole-source provider position across a majority of its products as
well as its proprietary designs reflected in its significant patent
portfolio. The ratings anticipate that the amount of distributions
to shareholders will be limited, particularly in the near-term,
while the coronavirus continues to weigh on demand from the
company's commercial aerospace customers.

In the aftermath of the coronavirus, Moody's anticipates a
pronounced downturn in commercial aerospace markets that is likely
to be measured in years. Revenue pressures are expected to be
particularly weighted towards commercial aerospace aftermarkets,
which have historically been a key driver of TransDigm's earnings.
This will result in an across-the-board weakening of credit metrics
with Moody's adjusted debt-to-EBITDA anticipated to be at or above
10x over the next 12 to 18 months.

Moody's recognizes TransDigm's robust business model as evidenced
by industry leading margins that Moody's expects to remain
comfortably in excess of 40%. These high margins are underpinned by
a strong operating strategy, involving price increases and the
development of profitable new products, as well as on-going
cost-cutting measures. Notwithstanding considerable earnings
headwinds, Moody's expects TransDigm to maintain very good
liquidity and sufficient financial flexibility, with significant
cash balances, continued free cash generation and near-full
availability under the revolving credit facility.

The Ba3 ratings for TransDigm's senior secured term debt and senior
secured bonds are one notch above the CFR, reflecting their
seniority and first lien security interest in substantially all
assets of the company. The B3 rating for the company's senior
subordinated notes is two notches below the CFR and reflects the
subordination of this debt relative to the aforementioned first
lien debt. Both the bank credit facilities and the subordinated
notes are guaranteed by all of TransDigm's existing and future
domestic subsidiaries, as well as the company's holding company
parent TransDigm Group Incorporated (TDG).

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. TransDigm remains vulnerable to shifts in market demand
and changing sentiment in these unprecedented operating
conditions.

The negative outlook reflects Moody's expectations of significant
and sustained earnings pressures over the next 12 to 18 months that
will result in a weakening of credit metrics and elevated financial
leverage.

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

Factors that could lead to a downgrade include a deterioration of
TransDigm's liquidity, any dividend distributions made to
shareholders prior to a more stable operating environment, or a
meaningful diminishment of interest coverage metrics or EBITDA
margins.

Factors that could lead to an upgrade include debt-to-EBITDA
sustained below 5x on a Moody's-adjusted basis, coupled with
maintenance of the company's industry leading margins and
continuation of strong liquidity.

The following ratings were assigned:

Assignments:

Issuer: TransDigm Inc.

Senior Subordinated Regular Bond/Debenture, Assigned B3 (LGD5)

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

TransDigm Inc., headquartered in Cleveland, Ohio, is a manufacturer
of engineered aerospace components for commercial airlines,
aircraft maintenance facilities, original equipment manufacturers
and various agencies of the US Government. TransDigm Inc. is the
wholly-owned subsidiary of TransDigm Group Incorporated (TDG).
Revenues for the last twelve-month period ending December 31, 2020
were approximately $4.7 billion.


TUTOR PERINI: Fitch Affirms 'B+' IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed Tutor Perini Corp.'s (TUT) Issuer
Default Rating (IDR) at 'B+'. Fitch also affirmed the company's
senior first-lien revolver and term loan B at 'BB+'/'RR1' and the
senior unsecured notes at 'B+'/'RR4'. Fitch also is withdrawing the
'BB-'/'RR3' rating on the convertible notes. The Rating Outlook is
Stable.

Fitch believes the IDR of 'B+' is supported by the company's strong
backlog, a high degree of revenue and cash flow visibility on many
of the company's projects and long-term secular tailwinds bolstered
by an expected increase in infrastructure spending. Fitch also
believes most of TUT's key contracts are considered essential, and
the company will be able to continue executing on backlog
throughout 2021 and 2022. Customer and contract diversification
also support the rating.

A number of risks offset these strengths as TUT navigates through
the coronavirus pandemic. Principally, there have been fewer new
awards across the industry, which has forced the company to draw
down on its outstanding backlog. Positive rating momentum could
occur if the overall market environment improves and the company
replenishes and increases its backlog with new award wins. Other
risks include potential labor shortages, potential project delays,
cash flow seasonality, cyclicality and key person risk.

Fitch is withdrawing the 'BB-'/'RR3' rating on the convertible
notes as the company has designated $69.9 million as restricted
cash reserved to repay the notes at or before the June 15, 2021
maturity.

KEY RATING DRIVERS

Strong Backlog: Fitch considers the company's strong backlog to be
a significant positive driver for the company despite declining
since 2019. Backlog was approximately $8.3 billion as of December
2020, below the near-record $11.2 billion at YE 2019 as a result of
fewer contracts being awarded across the engineering and
construction (E&C) sector during 2020.

Fitch expects this trend of fewer new projects up for bid will
continue in 1H21, but that existing backlog should be enough to
support the company through the current market downturn. Fitch
anticipates there could be an influx of new contracts awarded
toward the end of the year or early 2022. Fitch anticipates state
and federal governments could increase infrastructure spending in
order to stimulate economic activity, particularly if congress
passes a federal infrastructure bill.

Strong Position, Limited Competitors: Following a market shift over
the past few years, a limited number of competitors are willing to
take on large infrastructure contracts. Fitch believes TUT has
separated itself through a reputation for consistent execution over
the years. The company has effectively managed project risk and
largely avoided large cost overruns that have affected peers.
Competition could increase again over time if projects remain
scarce, although progress toward a federal infrastructure spending
bill or further expansion of state-by-state infrastructure spending
could revive the bidding environment, while presenting significant
industry tailwinds.

Adequate and Improving Leverage: Fitch projects the company's
leverage (gross debt/EBITDA) will improve to the low-mid-2x range
over the next few years despite the coronavirus pandemic. The
nominal debt balance has increased in recent periods, and Fitch
views the company's willingness to maintain a significant long-term
debt balance as a credit negative in the highly cyclical E&C
sector. However, TUT plans to repay the unsecured convertible notes
when they are due in June 2021, and outperformance on the top-line,
coupled with improving margins, has also mitigated the effects of a
greater debt load.

Adequate Liquidity, Flexibility: Fitch considers the company's
liquidity to be adequate to cover working capital fluctuations,
capex spending, and debt servicing during a moderate temporary
downturn. Fitch also believes the company's financial flexibility
improved materially during 2020 as TUT maintained a significantly
higher cash balance after previously extending its debt maturities.
Fitch forecasts the company will continue to generate positive FCF
over the rating horizon as it executes on its current backlog and
is positioned well to bid on new awards.

Scale and Market Position: TUT's rating is supported by the firm's
scale and domestic market position. The company maintains
operations that are predominantly located in the U.S. and serve a
diverse set of customers and a wide range of end markets. This
geographic and end-market diversity, coupled with its extensive
longstanding customer relationships, allow its segments to be
highly competitive on projects of all sizes, while maintaining
limited exposure to a single region, industry or customer. The
company's markets and capabilities include mass-transit systems,
bridges, tunnels, highways, commercial and industrial buildings,
condominiums, hospitality and gaming, aviation, education, sports
facilities, and healthcare.

Diversified Projects and Customers: Fitch considers TUT to be
relatively diversified by contract and moderately diversified by
end-market. The company features a balanced split between private
and public customers, with approximately 60% of revenue generated
from federal, state and local government agencies over the past
three years, and the remaining 40% originating from private project
owners. The company's December 2020 backlog of approximately $8.3
billion is comprised of 57% higher margin civil projects, 20%
building projects and 23% specialty contractor projects. Individual
customer concentration is limited, but could increase depending on
the size of potential contract wins.

Key Person Risk: The CEO and Chairman of the Board has a long
tenure with the company, and his experience and knowledge would not
easily be replaced by one single person. However, several
experienced executives are in place who would be able to manage the
company when an eventual transition occurs. Fitch views this
transition as a risk due to the potential reputational impact,
although Fitch expects the company will continue to address a
potential succession plan over the intermediate term.

ESG Considerations

The highest level of Environmental, Social and Corporate Governance
(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).

DERIVATION SUMMARY

TUT's rating is primarily derived from the company's product and
end-market diversification compared with peers, strong reputation
and meaningful growth prospects. Fitch considers the company's
profitability to be adequate compared with other companies within
the E&C industry, as the company returned positive FCF on average
for the past four years.

Fitch considers the main constraints on the rating to be financial
structure and profitability, which is subject to a competitive
market and execution challenges. However, financial structure and
profitability improved during 2020.

KEY ASSUMPTIONS

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

-- Flattish revenue growth in 2021, followed by mid-single digit
    growth in 2022 and 2023, driven by execution on its
    outstanding backlog and new award bookings beginning in early
    2022;

-- EBITDA margins remain above 6% over the rating horizon due to
    the improved contract mix and forecast improvement in the
    specialty contractors portion of the business; the building
    segment operating margins remain in the low-single digits, the
    civil segment generates in the low-double digits and specialty
    contractors fluctuates in the mid-single digits;

-- Convertible notes are repaid;

-- Annual capex between $55 million and $80 million through 2024;

-- The company effectively manages liquidity and working capital;

-- No material acquisitions, dividends or share repurchases.

Key Recovery Rating Assumptions

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

-- A 10% administrative claim.

Going Concern Approach

-- Fitch assumes a distressed scenario in which the company loses
    several major customers/projects in conjunction with a large
    negative legal claim. Fitch also incorporated the current weak
    bidding environment, which carries risk that contracts in its
    current backlog could theoretically not be replaced by new
    work.

-- The going concern EBITDA estimate of $175 million reflects
    Fitch's view of a sustainable, post-reorganization EBITDA
    level upon which Fitch bases the enterprise valuation. The
    going concern EBITDA reflects the company's limited
    profitability and uneven cash flows, but also its strong
    backlog and long-term secular tailwinds.

-- An enterprise value multiple of 5.0x is applied to the going
    concern EBITDA to calculate a post-reorganization enterprise
    value. In determining the multiple, Fitch considered the
    company's high exposure to cyclicality, and its
    diversification and strong reputation. Fitch also considered
    the low trading multiple in the sector compared with other E&C
    and industrial companies.

-- Fitch notes that in this scenario, when comparing with a
    liquidation approach, Fitch utilized a 25% accounts receivable
    recovery rate for the liquidation value analysis due to the
    assumption that much of the company's current project
    receivables would not be available to pre-petition creditors
    as a result of project disputes/litigation. It is customary
    within the industry for major disputes with project owners to
    drag on for years, even post-bankruptcy, and in any case would
    likely be settled for a significant discount.

RATING SENSITIVITIES

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

-- An increase in available liquidity to above $600 million,
    excluding cash held in joint ventures (JVs), for a prolonged
    period;

-- Leverage (gross debt/EBITDA) at below 3.0x for a sustained
    period in conjunction with the resumption of new contract
    awards;

-- FCF margin above 3% for a prolonged period;

-- A material improvement in EBITDA margins to above 8% for a
    sustained period.

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

-- State governments materially shift infrastructure spending
    plans to the extent that it affects TUT's backlog and revenue
    generation;

-- A deterioration in leverage to above 4.5x for a prolonged
    period;

-- Failure to maintain at least $200 million in seasonally
    adjusted available liquidity, excluding cash held in JVs, for
    a prolonged period;

-- Consistently negative FCF;

-- Any indication of meaningful impending project losses, or
    legal or contingent liabilities that could lead to a severe
    liquidity strain or reputational damage to the company;

-- Debt-funded share repurchases or dividends.

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, Flexibility: Fitch considers the company's
liquidity to be adequate to cover working capital fluctuations,
capex and debt servicing during a temporary moderate downturn.
Fitch calculated the company's total available liquidity at greater
than $500 million as of YE 2020, comprising approximately $268.5
million of readily available cash as of December 2020 plus full
revolver availability.

The company also had an additional $105.7 million of cash related
to Variable Interest Entities (VIE), which Fitch considers
restricted, and $77.6 million of restricted cash on the balance
sheet, of which $69.9 will be used to repay the convertible notes
at or before their maturity date in June 2021. In addition to these
unsecured convertibles, the company's capital structure is
comprised of a senior first-lien revolver maturing in 2025 and term
loan maturing in 2027, and senior unsecured notes due in 2025.


UNIQUE CASEWORK: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, has approved the stipulation between Unique
Casework Installations, Inc.  and the Illinois Department of
Employment Security.

The Debtor is authorized to use cash collateral to pay ordinary and
necessary expenses, including employees' salaries, insurance,
utilities, taxes and adequate protection payment to the IDES.

The parties stipulate that IDES has a valid lien upon all the
property of the Debtor existing as of the date of the filing of the
petition, including but not limited to accounts receivable,
inventory, and cash proceeds thereof.

The IDES has indicated a willingness to consent to the Debtor's use
of cash collateral provided the Internal Revenue Service is granted
adequate protection pursuant to 11 U.S.C. section 361 (e).

The  IDES has a secured claim in the amount of $195,096.33.

As adequate protection for the diminution in value of the cash
collateral, the IDES is granted a replacement lien on the
post-petition property of the Debtor, including but not limited to
the inventory, machinery, furniture, and fixtures, accounts
receivable, contract rights and general intangibles, and the
proceeds thereof, to the same validity, extent, and priority as the
IDES's pre-petition lien and to the extent of the decrease in value
of the IDES's cash collateral after the petition date.

The Debtor will also pay to the IDES $325.16 upon entry of the
order and on the first day of each month thereafter until
confirmation of a Plan of Reorganization and maintain insurance
covering the full value of its machinery, furniture, and inventory,
to the extent they exist.

The Debtor's budget projects $98,400 in monthly expenses.

A copy of the order is available for free at https://bit.ly/3tnYdqR
from PacerMonitor.com.

        About Unique Casework Installations, Inc.

Unique Casework Installations, Inc. filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 20-22262) on Dec. 31, 2020.  Unique Casework President
Patricia Davis signed the petition. At the time of filing, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.

Judge Jacqueline P. Cox oversees the case.

William E. Jamison, Jr., Esq., serves as the Debtor's legal
counsel.



UNITED AIRLINES: Moody's Rates New Secured Debt Offerings 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to United Airlines,
Inc.'s new credit facility and senior secured notes that the
company. Parent, United Airlines Holdings, Inc., will
unconditionally guarantee the new debt. The obligations will be
secured on a pari passu basis by all of the company's international
route authorities issued by the US Department of Transportation,
all of its landing and take-off slots at foreign and domestic
airports, including New York's JFK and LaGuardia and Ronald Reagan
Washington National Airport and rights to use or occupy the space
used for flight operations at airport terminals. The credit
facility will include a $1.75 billion revolving credit commitment
that expires in 2025 and a term loan B due in 2028.

United will use the proceeds for general corporate purposes,
including the repayment in full of the $1.4 billion outstanding on
the term loan it arranged in March 2017, the $1 billion outstanding
on the existing revolving credit facility that will be retired in
this refinancing, and the $520 million drawn on the CARES Act
secured loan from the US Treasury. United will also terminate the
secured loan commitment from the US Treasury. The Ba2 corporate
family rating and negative outlook of United Airlines Holdings,
Inc. and its subsidiaries including United Airlines, Inc. are
unaffected by the ratings assignments.

RATINGS RATIONALE

The Ba2 corporate family rating reflects United's favorable
business profile as the third largest US and global airline based
on revenue. Moody's believes United retains the potential to
restore its operating and credit profiles through 2022 and 2023 as
the budding recovery of domestic travel demand expands to business
and international travel through 2022. The ratings also reflect the
company's good liquidity, which will strengthen following the
closing of the new term loan and notes. Moody's expects cash and
marketable securities of about $21 billion at March 31, 2021 pro
forma for the new financing. The improvements in service, the
increased variable cost structure and expectations that United will
effectively deploy capacity relative to demand should promote
improving financial performance through the recovery from the
coronavirus. The Ba2 rating also reflects Moody's expectation that
management will prioritize debt repayment to strengthen its capital
structure in upcoming years.

The Ba1 senior secured rating, one notch above the corporate family
rating, is assigned using Moody's Loss Given Default rating
methodology. The up notching results from the sufficiently large
first loss position of unsecured claims.

The negative outlook reflects the potential for a prolonged
recovery of business and international travel demand, which would
delay earnings generation and cash flow needed to retire debt and
strengthen credit metrics.

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

The ratings could be downgraded if Moody's believes that free cash
flow and excess cash on hand will not be sufficient for United to
reduce debt to sequentially improve credit metrics through 2023.
For example, if Moody's does not expect debt-to-EBITDA and funds
from operations plus interest-to-interest to approach 4.5x and
exceed 4x, respectively, by the end of 2023, ratings could be
downgraded. Liquidity that is sustained below $10 billion before
demand substantially recovers to pre-pandemic levels could also
pressure the ratings. There will be no upwards ratings pressure
until after passenger demand, including for business and
international long-haul travel, returns to pre-coronavirus levels.
Key credit metrics will also need to strengthen, indicated by
EBITDA margins above 18%, debt-to-EBITDA of about 3x and funds from
operations plus interest-to-interest of about 6x.

The principal methodology used in these ratings was Passenger
Airline Industry published in April 2018.

Assignments:

Issuer: United Airlines, Inc.

GTD Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD3)

GTD Senior Secured Term Loan, Assigned Ba1 (LGD3)

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

COMPANY PROFILE

United Airlines Holdings, Inc. (NASDAQ: UAL) is the holding company
for United Airlines, Inc. United Airlines, Inc. and United Express
operated an average of 5,000 flights a day to 362 airports across
five continents prior to the coronavirus. Revenue was $43.2 billion
in 2019 and $15.3 billion in 2020.


UNITED RENTALS: Moody's Hikes CFR to Ba1, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded United Rentals (North America),
Inc.'s (URNA) corporate family rating to Ba1 from Ba2, probability
of default rating to Ba1-PD from Ba2-PD, senior secured second lien
rating to Baa3 from Ba1, and senior unsecured rating to Ba2 from
Ba3. Moody's affirmed the senior secured first lien rating at Baa3
and left the speculative grade liquidity rating unchanged at SGL-1.
The outlook is stable.

The upgrades reflect Moody's view that URNA will maintain
relatively low financial leverage, recognizing the risk
characteristics of its business, with debt-to-EBITDA expected to be
below 2.5 times by the end of 2021(all ratios are after Moody's
standard adjustments, unless otherwise stated), and sustain solid
free cash flow and very strong liquidity. However, Moody's also
expects URNA to become more shareholder-friendly and acquisitive.
Acquisition size could be larger than recent investments and, if
funded with debt, Moody's would expect rapid deleveraging towards
the current level.

"Visibility for non-residential construction activity is cloudy,
but Moody's expects United Rentals' 2021 revenue will be in-line
with pre-pandemic 2019 levels of over $9 billion, while carrying
$2.5 billion less debt, which benefits cash flow and strengthens
credit metrics," said Brian Silver, a Moody's Vice-President and
lead analyst for United Rentals.

RATINGS RATIONALE

URNA's ratings, including the Ba1 CFR, reflect the company's
considerable scale from its position as North America's largest
equipment rental company, supported by its broad array of equipment
offerings, solid end market and customer diversification, and low
financial leverage and consistent profits. Notably, all of the
large equipment rental competitors operate with relatively low
financial leverage, recognizing the sharp turns in the industry.
Acquisitions are likely, and URNA has a record of quickly
integrating acquisitions and deleveraging to restore its credit
metrics.

Improvement in leverage in the near term will largely be from
organic topline growth in the low single digits, growing profit
dollars as the economy recovers from the recession. Moody's also
believes that profit margin expansion in 2021 will be difficult
because certain operating expenses will return that were not
incurred in 2020, at the same time that competitive pricing
pressure will linger in certain regions from lower, albeit
improving, industry-wide equipment utilization rates.

In addition, URNA's free cash flow will be solid but down in 2021
relative to 2020 as an increase in capital expenditures and working
capital more than offsets the increased funds flow from rebounding
profitability (free cash flow includes proceeds from equipment
sales). URNA must contend with considerable ongoing risks, which
imply the need for low financial leverage and strong liquidity. The
industry is highly cyclical and capital intensive, with the
potential for rapid changes and significant fluctuations in the
demand for rental equipment, and is competitive and fragmented with
local companies competing against the few national scale operators
such as URNA. Staying competitive requires access to considerable
capital to grow the equipment fleet, so capital spending can
increase substantially.

URNA cut capex in 2020 and aged its equipment portfolio somewhat,
so is likely to need to replace that reduction with higher than
replacement level spending over the near term in Moody's view.
Moody's also anticipates URNA will continually improve its product
mix by broadening and diversifying its equipment offerings, to be
sensitive to market needs. With the large amount of equipment
purchases, as gross capex has averaged $2.3 - $2.4 billion in the
three years before 2020, URNA must regularly dispose of its used
fleet even in weak market conditions. There is risk in the ability
to do so at prices in line with book estimates.

All classes of URNA's debt were upgraded by one notch except for
the rating of the first lien debt, which was affirmed at Baa3. The
first lien and second lien debt are both rated at Baa3. Although
the first lien has a somewhat higher priority of claim, Moody's
believes the difference in expected loss was not sufficient to
differentiate the ratings given the low default probability.

Moody's views the company's environmental risk to be low. URNA
adheres to a number of regulations around the disposal of hazardous
waste and wastewater from equipment washing. Moody's also views
social risk to be low, although URNA does have union-represented
employees, and must abide by regulations around worker safety and
training. Governance risk is also viewed to be relatively low, as
the company halted shareholder returns through its share repurchase
program, but the company does have a history of engaging in
relatively large, debt-funded acquisitions. The board of directors
is comprised of a majority of independent directors, but has the
potential to change abruptly since they are elected annually.

The SGL-1 speculative grade liquidity rating reflects URNA's very
good liquidity, supported by about $2.7 billion of availability
under a $3.75 billion ABL facility that matures in 2024, balance
sheet cash of about $202 million, and expected free cash flow of
about $1.2 billion in 2021 - including the proceeds from equipment
sales that Moody's expect to be in the $850 million range. Higher
cash flow generation from a rebound in revenue will be more than
offset by a significant increase in capital expenditures.

The stable outlook reflects Moody's view that URNA will have low
single digit topline growth as the economy recovers from recession,
and that URNA will gradually deleverage toward the low 2 times
debt-to-EBITDA range by the end of 2022.

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

The ratings could be upgraded with debt-to-EBITDA sustained around
2 times and FFO-to-debt maintained around 40%. Moody's would also
expect maintenance of strong margins that preserve financial
flexibility to fund what may be large capital investment in an
expanding market after a period of lower than replacement level
spending, strong liquidity to manage through the industry cycles
and consistent evidence of equipment sales at strong realized
values.

The ratings could be downgraded if debt-to-EBITDA is likely to
approach 3 times, FFO-to-debt declines below 25%, or if market
expansion becomes overly aggressive and is likely to stress
margins. In addition, the ratings could be downgraded if there is a
loss of market share during an expanding market, or an inability to
promptly delever following debt-funded acquisitions or weakening
liquidity.

The following rating actions were taken:

Upgrades:

Issuer: United Rentals (North America), Inc.

Corporate Family Rating, Upgraded to Ba1 from Ba2

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

Senior Secured Regular Bond/Debenture, Upgraded to Baa3 (LGD3)
from Ba1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD5)
from Ba3 (LGD5)

Affirmations:

Issuer: United Rentals (North America), Inc.

Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2)

Outlook Actions:

Issuer: United Rentals (North America), Inc.

Outlook, Changed To Stable From Positive

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.

United Rentals (North America), Inc., headquartered in Stamford,
CT, is the largest US equipment rental company estimated to have a
market share of roughly 13% in 2020 and a rental fleet of
approximately 615,000 units. Investment in rental equipment
approximates $13.8 billion across the company's 1,165 rental
locations across North America (and 11 branches in Europe). The
company has two reportable segments: General Rentals and Trench,
Power and Fluid Solutions. While the primary source of revenue is
from renting equipment, the company also sells new and used
equipment and related parts and services. United Rentals reported
$8.53 billion of revenue for 2020.


UNIVISION COMMUNICATIONS: S&P Places 'B' ICR on Watch Positive
--------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating on
U.S.-based Spanish-language multimedia company Univision
Communications Inc. on CreditWatch with positive implications given
the potential for leverage to decline below its 6.5x upgrade
threshold, depending on the magnitude and timing of identified
synergies and whether S&P considers the preferred stock as debt.
Univision's S&P-adjusted gross leverage was 8.8x as of Dec. 31,
2020.

S&P said, "At the same time, we placed our 'B' issue-level ratings
on Univision's existing secured debt on CreditWatch with positive
implications. This is because, depending on the resolution of our
CreditWatch on the issuer credit rating, our estimated valuation of
the new combined entity, and the terms of the proposed debt
financing, we could potentially raise the existing ratings.

"In resolving the CreditWatch placements, we will evaluate the
terms of the company's preferred stock, the nature and timing of
identified revenue and cost synergies, execution risk associated
with the merger, the new ownership structure, management's direct
to consumer strategy and the impact of its expected content
investments on profitability and cash flow metrics, and its
financial policy."

The CreditWatch placement follows Univision's announcement that it
is merging with Televisa's media assets. The deal will include
Televisa's four free-to-air channels, 27 pay-TV networks channels
and stations, Videocine movie studio, Blim TV subscription video on
demand (SVOD) service, and Televisa trademark. To fund the
transaction, Univision will issue $750 million of preferred stock
and $750 million of common equity to Televisa. This will increase
Televisa's stake in the company to 45% from 36% currently (the
Federal Communications Commission approved a petition in 2016 to
increase Televisa's stake in Univision to 49%). Univision will also
issue $1 billion of preferred stock and $2.1 billion of debt to
fund the transaction. A portion of proposed financing will bring
new investors to the company, including SoftBank Latin America
Fund, Google, and The Raine Group.

S&P said, "We could potentially raise our issuer credit rating on
Univision if we expect the transaction will result in the company's
leverage declining below 6.5x on a sustained basis. This would
depend on the magnitude and timing of identified synergies and
whether we consider the preferred stock as debt. From a business
perspective, we view the merger of Televisa's assets favorably
because it will further strengthen Univision's already leading
position in serving the Hispanic market and enhance the company's
digital offerings, both of which we think are attractive to
advertisers. However, rating upside is more tied to our expectation
for credit metrics rather than our view of the company's business
risk. This is because we already consider Univision's business to
be on par with its English-language network peers."


US REAL ESTATE: Case Trustee Wins Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has authorized
Eric L. Johnson, the Chapter 11 Trustee of U.S. Real Estate Equity
Builder, LLC and U.S. Real Estate Equity Builder Dayton, LLC, to
use cash collateral on an interim basis in accordance with the
budget.

The Trustee asserts that an immediate need exists for him to use
Cash Collateral in order to continue paying necessary and ordinary
business expenses. The Trustee says his inability to use the Cash
Collateral would immediately and irreparably harm the Debtors, the
bankruptcy estates, and their creditors.

As of the Petition Date, the Debtors were originally in possession
and/or control of cash and, since the Petition Date, have continued
business operations that generate cash.  The Debtors also have
reduced and continue to reduce various assets of the bankruptcy
estate to cash including, without limitation, collections of
rents.

Various lenders assert a security interest in the Cash Collateral,
including Anchor, Lima One Capital, PS Funding, Winblad, USA
Regrowth Fund, LLC, Aloha LOC, Patch of Land, and Lending Home
Financial.

The Trustee will make adequate protection payments to the Secured
Parties in the amounts set forth in the Budget.  In the event the
respective Secured Creditor is found not to hold a claim secured by
a first priority and unavoidable security interest in the Cash
Collateral or such claim or lien is equitably subordinated, the
Adequate Protection Payments will be subject to disgorgement.

In accordance with 11 U.S.C. section 552(b)(2), to the extent the
respective Secured Parties have a perfected security interest in
rents that constitute Cash Collateral, their respective security
interests continue in post-petition rents to the extent provided in
their respective security agreements. The Trustee and all parties
in interest have not waived their rights to challenge the asserted
interests by the Secured Parties in the Debtors' Cash Collateral
and property including rents, nor have the Secured Parties waived
their rights to claim the Cash Collateral including rents are not
property of the Debtors' respective bankruptcy estates.

To the extent that the Secured Parties' liens in post-petition
rents prove inadequate to protect the Secured Parties from a
demonstrated diminution in value of collateral positions from the
Petition Date, the Secured Parties are granted an administrative
expense claim under 11 U.S.C. section 503(b) with priority in
payment under 11 U.S.C. section 507(b).

The Secured Parties' liens and the superpriority claim will be
subject and subordinate to a carve-out for:

     a. Amounts payable pursuant to 28 U.S.C. section 1903(a) to
the United States Trustee and any fees payable to the Clerk of the
Bankruptcy Court;

     b. The payment of the Trustee's expenses (not including
professional fees) including bond premiums, postage, copying, and
other notice costs. The Trustee is authorized to immediately
reimburse his law firm, Spencer Fane LLP, with respect to any bond
premiums advanced by Spencer Fane LLP on behalf of the Trustee as
long as such cost does not exceed the amount set forth in the
Budget. The Trustee is authorized to immediately reimburse Spencer
Fane LLP or any third-party service for mailing costs including
copies and postage as long as such cost does not exceed the amounts
set forth in the Budget.

The final hearing on the Trustee's continued use of cash collateral
is scheduled for May 6, 2021 at 1 p.m.

A copy of the Order is available at https://bit.ly/3wSXY9w from
PacerMonitor.com.

              About US Real Estate Equity Builder

US Real Estate Equity Builder LLC is primarily engaged in renting
and leasing real estate properties.

US Real Estate Equity Builder and its affiliate, US Real Estate
Equity Builder Dayton, LLC, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case
No. 20-21358) on Oct. 2, 2020.  Judge Robert D. Berger oversees the
cases.

At the time of filing, US Real Estate Equity Builder disclosed
$5,281,000 in assets and $13,985,020 in liabilities.  US Real
Estate Equity Builder Dayton disclosed between $1 million and $10
million in both assets and liabilities.

George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors'
legal counsel.

The Office of the U.S. Trustee has appointed an official committee
to represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Sader Law Firm.

Eric L. Johnson has been appointed as the Chapter 11 trustee. He is
represented by Spencer Fane LLP:

     Eric L. Johnson, Esq.
     Andrea M. Chase. Esq.
     1000 Walnut St., Suite 1400
     Kansas City, Missouri 64106-2140
     Tel. No: 816-474-8100
     Fax: 816-474-3216
     E-mail: ejohnson@spencerfane.com
                   achase@spencerfane.com





VANTAGE DRILLING: S&P Affirms 'CCC' ICR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' issuer credit rating on
Vantage Drilling International. The outlook is negative.

S&P said, "We lowered our issue-level rating on the company's $350
million 9.25% senior secured notes due in 2023 to 'CCC' from
'CCC+'. We revised the recovery rating to '3' from '2', reflecting
our expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery to creditors in the event of a payment default.

"The negative outlook reflects the company's unsustainable leverage
and increased risk it could engage in a transaction that we would
view as distressed given low debt trading levels.

"The outlook for the offshore drilling sector remains weak, with
low demand and equipment oversupply affecting profitability. We
revised our projections for Vantage Drilling to reflect its
contracted backlog and our expectation that utilization and day
rates will remain challenged. We expect the company's jackup fleet
utilization will average about 55% in 2021, in line with 2020, at
average day rates of about $70,000. We expect the company's drill
ship utilization to also average about 55% in 2021, with an average
day rate of about $140,000. Vantage Drilling has only two drill
ships after selling the Titanium Explorer for scrap in late 2020
(proceeds of $13.8 million were received in March 2021). We expect
leverage to remain unsustainable in 2021 and 2022, with an average
funds from operations (FFO) to debt deficit of about 5%.

"Our 'CCC' rating also reflects the increased likelihood of a
distressed transaction within the next 12 months. Vantage
Drilling's senior secured notes due in 2023 are trading at a
material discount to par (about 80 cents on the dollar, yielding
close to 20%). Coupled with Vantage's unsustainable leverage, this
could incentivize the company to make below-par debt repurchases or
a debt exchange that we would consider distressed and tantamount to
default.

"The negative outlook reflects Vantage Drilling's unsustainable
leverage and the likelihood it could engage in a debt exchange that
we would view as distressed. Our view incorporates weak sector
conditions that continue to drag on utilization, day rates, and the
company's ability to generate positive EBITDA and free operating
cash flow, along with low debt trading levels.

"We could lower the rating if the company engaged in a debt
transaction that we consider distressed, which would most likely
occur if Vantage Drilling cannot secure new contracts at favorable
rates, weakening its liquidity runway.

"We could upgrade Vantage if we no longer viewed a distressed
exchange as likely, which could occur if sector conditions improved
and Vantage secured a material contracted backlog of work at more
favorable rates."


VERINT SYSTEMS: Moody's Affirms Ba2 CFR on Strong Market Positions
------------------------------------------------------------------
Moody's Investors Service affirmed Verint Systems Inc.'s Ba2
Corporate Family Rating and upgraded the ratings on the company's
secured debt facilities to Ba1 from Ba2. The upgrade of the secured
debt reflects the change in mix of debt with the recent paydown of
secured debt with proceeds of a new (unrated) convertible debt
offering. The ratings outlook remains stable.

Verint recently paid down over $250 million of its outstanding
secured term loan effectively with proceeds of a new $315 million
convertible note issuance. The Ba1 rating on the secured term loan
and revolver reflects the debt's senior most position in the
capital structure and substantial amount of unsecured debt beneath
it. The debt ratings accommodate moderate increases in secured debt
(whether revolver draws or terms loans) to fund potential
acquisitions.

RATINGS RATIONALE

Verint's Ba2 CFR reflects the company's strong market positions in
the workforce and customer engagement management software
industries and Moody's expectation of modest leverage and strong
cash flow to debt metrics. Verint has particular strength in
selling workforce optimization software to contact centers. Verint
benefits from its expertise in providing software that analyzes
unstructured data (i.e. conversations, email, chat, video, data
traffic, etc.).

Verint divested its cyber-security business in February 2021.
Moody's expects the remaining customer engagement business will
rebound to mid-single digit growth rates after declining during the
early periods of the pandemic. Although the remaining business will
slowly return to pre-divestiture historic profitability,
transaction, restructuring and ongoing stranded costs will hinder
margins in fiscal year (FY) 2022 (fiscal year ending January 31,
2022) and FY 2023. Debt to EBITDA should trend towards 3x over next
year as those costs wind down. The credit profile also reflects
Verint's acquisitive business strategy and the expectation that the
company will continue to use a combination of cash and occasionally
debt for future acquisitions.

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

The stable outlook reflects Moody's expectation of mid-single digit
growth and repayment of the convertible notes in the near term with
leverage improving towards 3x. The ratings could be upgraded if
Verint demonstrates consistent operating improvements post spin off
of the cyber security business, maintains its market position, and
sustains leverage below 3x and free cash flow to debt above 17.5%.
The ratings could be downgraded if revenue, EBITDA and free cash
flow were to deteriorate materially, particularly if driven by a
change in market position. The ratings could also be downgraded if
leverage exceeds 4.5x or free cash flow to debt is less than 12.5%
on other than a temporary basis. Consideration will be given
however for unusually strong cash positions.

Verint's speculative grade liquidity (SGL) rating of SGL-1 reflects
very good liquidity, as evidenced by solid cash balances, strong
levels of free cash flow and an undrawn $300 million revolver.
Verint had approximately $600 million of cash at the close of the
cyber security spinoff in February 2020. Pro forma for transactions
since the separation, including the $200 million APAX Partners
preferred stock investment, new convertible notes issuance, term
loan paydown and $387 million repayment of the convertible notes
due June 1, 2021, Moody's estimates cash of over $350 million.

Affirmations:

Issuer: Verint Systems Inc.

Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

Upgrades:

Issuer: Verint Systems Inc.

Senior Secured 1st Lien Bank Credit Facility, Upgraded to Ba1
(LGD2) from Ba2 (LGD3)

Outlook Actions:

Issuer: Verint Systems Inc.

Outlook, Remains Stable

Verint Systems Inc. provides software and systems for workforce and
customer engagement management. The company, headquartered in
Melville, NY, has grown through a combination of acquisitions and
internally developed products. For the fiscal year ended January
31, 2021, Verint's Customer Engagement business generated about
$830 million of net revenue.

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


VILLA TAPIA: Updates SBA Claims Pay; Confirmation Hearing June 15
-----------------------------------------------------------------
Villa Tapia Citi Fresh Supermarket Corp submitted a Revised Fifth
Amended Disclosure Statement in support of the Revised Fifth
Amended Chapter 11 Plan.

PM Esq has agreed to have his administrative fees paid through the
Plan and Marcum LLP has agreed to have the Second Marcum Claim paid
through the Plan.

Con Edison and NYS T&F have both agreed to have part of their
Administrative Fees paid though the Plan.

The unimpaired claim of the United States Small Business
Administration (the "SBA") will be paid according to the original
terms of the loan. The $150,000 loan is a 30-year loan payable at
3.75% interest. The Debtor must begin making monthly loan
repayments in the amount of $731.00 on June 17, 2022, compared to
June 17, 2021 from the prior iteration of the Plan.

The unsecured debt of National Grid ($1,013.52), Community
Financial ($2,020.00), ADT Security ($2,639.10), NYS T&F ($702.49)
and the Internal Revenue Service ($1,717.45) will be paid in full
in 5 monthly payments beginning on the Effective Date. Con Edison's
unsecured debt ($14,258.90) will be paid in full in 48 monthly
payments beginning on the Effective Date. The unsecured debt of
Manhattan Beer ($6,899.95) will be paid in full in 10 monthly
payments beginning on the Effective Date.

Manhattan Beer and Con Edison, have agreed to have their unsecured
debt paid off through the Plan.

The Confirmation Hearing is schedule for June 15, 2021, before the
Hon. Nancy H. Lord, United States Bankruptcy Judge, of the U.S.
Bankruptcy Court, Eastern District of New York, Conrad B.
Duberstein Courthouse, 271-C Cadman Plaza West, Brooklyn, New York
11201.

A full-text copy of the Revised Fifth Amended Plan dated April 15,
2021, is available at https://bit.ly/3aekoIE from PacerMonitor.com
at no charge.

                       About Villa Tapia Citi
                      Fresh Supermarket Corp.

Based in Brooklyn, N.Y., Villa Tapia Citi Fresh Supermarket Corp.
is a delicatessen located at 40 Nostrand Avenue, Brooklyn,
NY11205.

It fell behind on its debt obligations in mid-2019 after it lost
its W.I.C. license, which enabled it to sell certain nutritional
children's products to holders of W.I.C. (Women, Infants, and
Children) food subsidy cards.

The Company subsequently fell behind on its rent payments to
landlord Nostrand Avenue Equities, and on its loan payments to
Eastern Funding LLC, which held a secured first lien on all the
Debtor's property, and to Resnick Supermarket Equipment Corporation
and General Trading Company, both of whom held junior liens.

Villa Tapia Citi Fresh Supermarket Corp. filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 20-40357) on Jan. 20, 2020, listing under $1 million in
both assets and liabilities.

Previously, Judge Elizabeth S. Stong oversaw the case, now the case
is assigned to Judge Nancy Hershey Lord.  Phillip Mahony, Esq., is
the Debtor's bankruptcy counsel.

The Debtor tapped Sgouras Law Firm, PLLC as its legal counsel for
non-bankruptcy matters, and Marcum LLP as its accountant.


VILLAS OF WINDMILL: Gets Cash Collateral Access
-----------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida, West Palm Beach Division, authorized Leslie S.
Osborne, the Chapter 11 Trustee for Villas of Windmill Point II
Property Owners Association, Inc., to use cash collateral on a
final basis.

The Trustee was authorized to use up to $100,000 of the cash
collateral to pay:

     (1) the current unpaid expenses related to the maintenance
and/or preservation of units/common areas in the Debtor's
community, including the expenses detailed in the Motion;

     (2) fund any shortfall in the Budget;

     (3) any and all Court fees, including the quarterly US Trustee
fees, regardless of budgeted amount; and

     (4) any unanticipated expenses related to the maintenance or
preservation of the units/common areas in the Debtor's community.

Defendants Thomas Lesko, McDonald Storey, and Steven Goldfarb were
granted a post-petition security interest and lien in, to and
against the assessments, fines, or penalties collected by the
Trustee which are or have been acquired by the Trustee subsequent
to February 18, 2021, to the same extent and priority that the
Defendants held a properly perfected pre-petition security interest
in the cash collateral.  These adequate protection liens will be
subject to the Carve Out.

The Carve Out consists of:

     (1) all fees owed by the Trustee to the Office of the United
States Trustee; and

     (2) all fees owed to the Clerk of the Bankruptcy Court.

A full-text copy of the Final Order is available for free at
https://bit.ly/3uJJOpf from
PacerMonitor.com.

                    About Villas of Windmill Point II Property

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

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

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

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



VMWARE INC: Fitch Puts 'BB+' IDR on Watch Pos. on Dell Transaction
------------------------------------------------------------------
Fitch Ratings has placed the ratings for VMware, Inc., including
the Long-Term (LT) Issuer Default Rating (IDR) of 'BB+' and senior
unsecured ratings of 'BBB-'/'RR2', on Rating Watch Positive
following Dell Technologies, Inc.'s (BB+/Stable) announcement that
it will spin-off its 81% ownership of VMware. The transaction will
take the form of a tax-free spin-off and is targeted to close in
the fourth calendar quarter of 2021.

At or near transaction close, Fitch anticipates upgrading VMware's
IDR and senior unsecured ratings to 'BBB', absent a material
weakening of the pro forma financial profile. Fitch believes
VMware's operating profile supports at least a high 'BBB', with
technology leadership and diversification in secular growth markets
offset by robust competition from partners with greater financial
flexibility. Fitch currently equalizes VMware's and Dell's ratings,
given Fitch's assessment that linkage between VMware and the
parent, Dell, is moderate, with Dell's standalone financial profile
in-line with a low- to mid- 'BB'.

In connection with the spin-off transaction, VMware will pay a
$11.5 billion to $12.5 billion cash dividend to shareholders, which
Fitch expects VMware will fund with mainly new debt and cash flow
to close. Pro forma for the spin-off, Fitch forecasts credit
metrics in-line with a low 'BBB' but that VMware's expected use of
post-close FCF for debt reduction will result in mid- to high-
'BBB' level leverage metrics, depending upon VMware's
intermediate-term policies with respect to shareholder returns.
Fitch forecasts total debt/operating EBITDA below 3.5x at close and
under 2.5x exiting fiscal 2023.

KEY RATING DRIVERS

Simplified Ownership Structure: Pro forma for the spin, Michael
Dell and Silver Lake Partners will remain significant VMware
shareholders with ownership of just over 40% and 10%, respectively.
The transaction will eliminate dual class share ownership by
converting super-voting Class B common shares into Class A common
shares on a 1:1 basis, simplifying the ownership structure and
enabling the use of VMware equity for acquisitions. The simplified
structure also enables use of FCF for share repurchases
unconstrained by the need to maintain Dell's ownership interest of
at least 80%.

Solid Operating Momentum: Fitch expects broad product strength and
an increasing mix of subscriptions and software-as-a-service (SaaS)
sales will sustain VMware's solid operating momentum through the
forecast period. Strong adoption of its solutions amid increasing
complexity from the proliferation of applications, mobility and
multi-cloud environments should drive at least mid-single digit
organic revenue growth through the forecast period. Upon completion
of the spin-off, tuck-in acquisitions and VMware's expansion of
partnerships beyond Dell should provide upside to growth
expectations.

Medium-Term Financial Policies: Fitch expects VMware will focus on
using FCF for debt reduction to de-lever over the 12-24 months
post-spin but medium-term financial policies are less clear.
Fitch's forecast for more than $3 billion of annual FCF should
provide VMware with more than sufficient capacity for further
positive rating migration over time. However, Fitch anticipates
VMware will also prioritize tuck-in acquisitions, potentially at
least partially debt funded, and resume more aggressive stock
buybacks.

Strong FCF Profile: Fitch expects VMware's FCF profile will remain
strong, driven by operating EBITDA drop-through from mid-single
digit organic revenue growth and continued low capital intensity.
An increasing SaaS mix initially pressures profit margins but
should increase consistency but also gradually drive margin
expansion over time as VMware achieves scale in SaaS. Fitch
forecasts more than $3 billion of annual FCF with FCF margins in
the mid-20%, which is down from the mid-30% in recent years due to
slowing unearned revenue growth associated with the increasing SaaS
mix and higher interest expense.

Diversified and Recurring Revenue: Fitch believes VMware's
diversified and increasingly recurring revenue base supports more
even top-line growth. VMware's complete portfolio positions it to
connect applications and data across secure networks across
on-premise, cloud and edge environments for a diversified set of
customers and end markets. Revenue growth for VMware's subscription
and SaaS businesses, which represented 22% of revenue in fiscal
2021, should accelerate and represent more than a third of revenue
in the forecast period, enhancing visibility relative to declining
license revenue.

Meaningful Investment Intensity: Fitch expects investment intensity
will remain fixed at roughly 20% of revenue as R&D investment
supports continued technology leadership, reflected by VMware's
strong market leadership positions. Fitch also believes high R&D
spending is required for cloud growth, particularly within the
context of a shifting competitive landscape as VMware faces a more
diversified set of competitors. These include off-premise compute
resources, including public cloud providers with considerably
greater resources and financial flexibility.

WMware also announced plans for a partnership with Dell aimed at
joint collaboration and product development, leveraging Dell's
go-to-market (GTM) scale, other cross-selling opportunities and
Dell's captive financing business (DFS). The partnership is set to
last five years from close with automatic one-year renewals
thereafter. While these commercial arrangements, particularly DFS,
under the existing ownership structure have benefitted VMware,
Fitch believes the company's post-spin technology agnosticism will
be a significant revenue enabler.

DERIVATION SUMMARY

On a standalone basis, VMware's technology leadership, large and
diversified installed customer base and full suite of products and
services should support solid organic revenue growth and FCF.
VMware's growth profile across a broad set of capabilities,
including robust adoption of the company's subscription and SaaS
model, support Fitch's expectation for mid-single digit positive
organic growth through the forecast period.

This contrasts with more focused competitors, including Citrix
Systems Inc. (BBB/Stable), which focuses on a narrower set of
capabilities even as it shares VMware's significant customer and
end market diversification. VMware's operating profile is aligned
with ratings in the high 'BBB' or low 'A' categories, while the
company's prospective financial structure is in the low- to mid-
'BBB' range.

The spin-off will eliminate the rating linkage between VMware and
Dell. Until the transaction closes, VMware's current 'BB+' rating
reflects Fitch's belief that VMware's linkage with parent Dell is
moderate and that governance mechanisms put in place at both
VMware's and Dell's Boards of Directors encumber but are
insufficient to prevent Dell from ultimately accessing VMware's
assets in the absence of restrictions on restricted payments (RP)
or inter-company loans. Fitch's Parent-Subsidiary Linkage Criteria
govern the derivation of VMware's ratings, given Dell's 81%
economic and 97% voting interests in VMware and consolidation of
VMware's financial statements, despite Fitch's belief VMware would
be rated 3-4 notches higher than Dell on a standalone basis.

VMware is an unrestricted subsidiary in Dell's credit agreements
and indentures and there are no upstream guarantees, cross-default
provisions or management or treasury team overlap. The Related
Party Transaction Committee (RPTC) on VMware's Board of Directors
is comprised of four independent Directors and needs to approve any
transaction with Dell, ranging from commercial terms to
inter-company loans. Fitch notched the ratings for VMware's senior
unsecured notes up by one to 'BBB-'/'RR2' from VMware's IDR of
'BB+', given VMware is not a guarantor of Dell's debt and its
bondholders are structurally senior to Dell's bondholders with
respect to VMware's assets and benefit from considerable equity
cushion.

KEY ASSUMPTIONS

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

-- The spin transaction is completed as contemplated in the
    fourth calendar quarter of 2021, including paying a $12
    billion special dividend, mainly funded with debt but also
    available cash at close.

-- Mid-single digit positive organic revenue growth augmented by
    contributions from tuck-in acquisitions, resulting in a +6% to
    +7% revenue CAGR through the forecast period.

-- Initially dilutive acquisitions and the ongoing shift to a
    subscription model weighs on profit margins, constraining
    operating EBITDA margins in the mid-30%.

-- Capex represents approximately 3% of revenue.

-- VMware prioritizes FCF for acquisitions and debt reduction to
    achieve sub-2.5x total debt/operating EBITDA within 12-24
    months post-close and acquisitions and shareholder returns
    thereafter.

RATING SENSITIVITIES

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

-- Fitch expects total debt/operating EBITDA sustained near 2.0x
    or pre-dividend FCF/total debt sustained above 30% driven by
    prioritization of debt reduction and organically funding
    acquisitions.

-- Above broader market organic growth with FCF margin sustained
    near the mid-30% indicating increased technology leadership.

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

-- Fitch expects total debt/operating EBITDA sustained near 3.0x
    or pre-dividend FCF/total debt sustained below 20% driven by
    more aggressive than anticipated stock buybacks.

-- Below broader market organic growth with FCF margin
    contracting to below 20% indicating diminished technology
    leadership.

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: Fitch believes VMware's liquidity, as of Jan. 31,
2021, was adequate and supported by $4.7 billion of cash and cash
equivalents and an undrawn $1 billion revolving credit facility
expiring in 2022.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
Environmental, Social and Corporate Governance (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.


VMWARE INC: S&P Places 'BB+' ICR on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings placed its 'BB+' issuer credit rating and
issue-level ratings on VMware Inc. on CreditWatch with positive
implications.

U.S. information technology company Dell Technologies Inc.
announced on April 14, 2021, details regarding the spinoff of its
majority-owned subsidiary, VMware Inc., including dividends of $9.3
billion-$9.7 billion it intends to receive from VMware, as part of
the separation in late 2021.

S&P said, "The CreditWatch placement reflects at least a 50% chance
we will raise our issuer credit rating on Dell to 'BBB-' upon the
completion of the VMware spinoff. We expect the corresponding debt
reduction will lead to adjusted leverage below our upgrade trigger
of mid-2x after the spinoff, which, if coupled with a firm
commitment toward an investment-grade financial policy including
maintaining adjusted leverage below mid-2x through shareholder
returns, ownership exits, and acquisitions, could lead to a higher
rating. We intend to resolve the CreditWatch placement upon
completion of the spinoff."

Debt reduction following the spinoff will lead to leverage more
appropriate for an investment-grade profile. The CreditWatch
placement follows Dell's stated intention to repay more than $9
billion in debt using the dividend proceeds from VMware Inc. as
part of the spinoff. S&P said, "We expect this, together with the
planned debt repayment during fiscal 2022 funded with cash flow and
cash balances, to lead to a pro forma leverage near 1.7x by the
time of the spinoff and below our upgrade trigger to investment
grade of mid-2x for stand-alone Dell. We believe this should
provide Dell with sufficient cushion to weather any near-term
industry downturns, especially from the PC segment, which we
believe will peak in fiscal 2022, without causing a downgrade over
the outlook horizon. At the same time, we also expect the lower
debt balance to result in annual cash interest savings of at least
$600 million, increasing the company's free cash flow generation."

S&P said, "We believe Dell's financial policy will support an
investment-grade rating. We believe Dell's management is committed
to an investment-grade financial policy based on its intention to
apply all the dividend proceeds and the cash flow generation in
fiscal 2022 toward debt repayments as well as its consistent
messaging to investors in recent years. In our opinion, lowering
the absolute debt load is also in the best interest of both equity
and debt investors considering its high leverage compared to other
hardware peers, which exposes Dell to ratings pressure during
industry downturns. We believe debt reduction also sets up the
potential for gradual ownership exits by its two largest
shareholders, Michael Dell and Silver Lake Partners. While we do
not expect significant additional debt reduction by Dell once it
reaches the investment-grade status, we believe that Dell will
maintain its leverage below mid-2x and not jeopardize its standing
in the credit markets to take on substantial debt for incremental
shareholder return, ownership exits, or acquisitions. We expect no
meaningful change to Dell's governance arising from the spinoff,
with the same board makeup and dual-class shareholder structure."

Dell's business risk profile is still considered satisfactory
despite the spinoff of VMware. S&P said, "Our view of Dell's
competitive position is weaker without VMware given its highly
recurring software business model, which has contributed
significantly to Dell's overall profitability and credit profile.
However, we believe the commercial terms between VMware and Dell
will mostly preserve the current partnership including a joint
go-to-market strategy, which we think benefits Dell as its hardware
portfolio and VMware's infrastructure software complement the
burgeoning hyperconverged infrastructure market (VxRail, for
example). Despite the spinoff of VMware, we continue to assess
Dell's business risk profile as satisfactory given its significant
scale, broad product portfolio, and leading market share in PCs,
servers, and external storage systems, which compare favorably to
similarly rated hardware peers."

S&P said, "We expect core Dell (without VMware) to grow roughly 3%
in fiscal 2022 as it continues to benefit from a strong demand in
the Client Solutions Group (CSG) segment while the Infrastructure
Solutions Group (ISG) segment returns to growth as enterprises
resume their spending pattern. We expect Dell's PC sales to grow
mid-single-digit percent as demand continues to remain strong
through 2021 given resilient demand from both consumers and
enterprises. We believe PC industry outlook has improved following
the pandemic, with consumers purchasing more PCs per household to
meet educational and entertainment needs. Enterprises will continue
to replace desktops with laptops to accommodate their
semi-permanent remote workforce. We expect faster refresh cycles
and higher average selling price as a result. While our long-term
PC industry growth expectation has turned positive, it will still
be somewhat lumpy. Given the strong fiscal 2021 and expectation for
a good 2022, we forecast a pull-back in fiscal 2023 as consumers
and enterprises digest their recent purchases.

"We expect the ISG segment to recover to low-single-digit-percent
growth in fiscal 2022 after a prolonged enterprise weakness through
fiscal 2021. We believe Dell's broad portfolio of servers, storage
and networking products, coupled with software and security
overlays, gives it a competitive advantage over smaller and more
narrowly focused hardware competitors. Dell has a leading market
position in servers with a credible strategy in the hybrid cloud
environment through its partnership with VMware's infrastructure
solutions (VxRail). We believe the best ISG growth opportunity will
come from the storage segment, especially through its refreshed
PowerSource mid-range products."

Dell, along with other original equipment manufacturers, will
continue to fight for relevance in an IT market that favors public
cloud providers. S&P said, "We expect Dell's overall IT market
share to shrink over time as hyperscalers, who design their own
products through original design manufacturers, continue to expand
aggressively. However, we believe Dell still has a strong foothold
among enterprises that favor the hybrid-cloud approach, and can
drive modest growth through tier-2 cloud providers and service
providers. In all, we forecast Dell's long-term growth prospects in
the ISG segment will be in the low-single-digit percents."

S&P said, "The CreditWatch placement reflects at least a 50% chance
we will raise our issuer credit rating on Dell to 'BBB-' upon the
completion of the VMware spinoff. We expect the corresponding debt
reduction will lead to adjusted leverage below our upgrade trigger
of mid-2x after the spinoff, which, if coupled with a firm
commitment toward an investment-grade financial policy including
maintaining adjusted leverage below mid-2x through shareholder
returns, ownership exits and acquisitions, could lead to a higher
rating. We intend to resolve the CreditWatch placement upon
completion of the spin-off."


W&T OFFSHORE: Moody's Raises CFR to Caa1 on Positive Cash Flow
--------------------------------------------------------------
Moody's Investors Service, upgraded W&T Offshore, Inc.'s Corporate
Family Rating to Caa1 from Caa2, Probability of Default Rating to
Caa1-PD from Caa2-PD and senior secured second lien notes rating to
Caa2 from Caa3. The outlook was changed to stable from negative.

"The upgrade of W&T Offshore's ratings reflects higher commodity
prices that support continued positive free cash flow in 2021,"
said Jonathan Teitel, a Moody's analyst. "Refinancing risks remain
high but W&T will have stronger financial performance in 2021 than
we were previously expecting to address its refinancing needs."

Upgrades:

Issuer: W&T Offshore, Inc.

Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD

Corporate Family Rating, Upgraded to Caa1 from Caa2

Senior Secured Second Lien Notes, Upgraded to Caa2 (LGD4) from
Caa3 (LGD4)

Outlook Actions:

Issuer: W&T Offshore, Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The upgrade of W&T Offshore's CFR to Caa1 reflects Moody's
expectation for higher commodity prices to support continued
positive free cash flow and stronger credit metrics than previously
anticipated during 2021, reducing default risk and enhancing
potential recoveries. The Caa1 rating reflects continued
refinancing risks as debt maturities approach and correspondingly
weak liquidity. W&T has meaningfully reduced debt since the end of
2019. The company's revolver matures in October 2022 and its bonds
mature in November 2023. Positive free cash flow in 2021 is
supported by modest capital spending, which will result in roughly
flat to slightly lower production for the year. Expectation for
positive free cash flow considers Moody's oil and natural gas price
assumptions for the year which are below current prices.

W&T's proved developed reserve life is about nine years and Moody's
expects that W&T has the potential to add proved developed reserves
with only modest capital spending to develop probable reserves. The
company has focused on cost reductions and reduced production costs
per barrel during 2020.

W&T has a very long history of operating in the US Gulf of Mexico
and a high success rate on drilled wells over the last decade.
Still, the company has modest scale and a concentrated asset base
in the region. W&T benefits from proximity to the Gulf Coast and
low basis differentials. Operations in the US Gulf of Mexico carry
specific regulations and are exposed to periodic weather-related
disruptions but also have high barriers to entry. W&T manages large
well decommissioning liabilities. A large portion of W&T's
production takes place in waters leased from the federal
government. There are risks and uncertainties about renewing or
obtaining new leases or new permits in federal waters. However,
potential mitigating factors include existing leases and current
activities in these waters. The company has a joint venture which
enables it to share costs and risks on certain projects with its
partners.

W&T's SGL-4 rating reflects Moody's view that W&T's liquidity is
weak primarily because of debt refinancing risks in 2022. The
revolver matures in October 2022 and temporary financial covenant
relief will lapse at the end of 2021. W&T had $38 million of cash
as of March 3, 2021 and Moody's expects continued positive free
cash flow in 2021 driven by modest capital spending. W&T's revolver
has a $190 million borrowing base, reduced from $215 million during
the redetermination in January 2021. As of March 3, 2021, the
company had $48 million drawn on its revolver, down from $80
million at the end of 2020 ($4 million in letters of credit were
outstanding). Moody's expects that W&T Offshore could fully repay
its revolver by the end of 2021 based on modest capital spending.
However, doing so would lead to lower cash on the balance sheet.

In June 2020, the company amended its revolver financial covenants
such that during the waiver period through December 31, 2021, it
would not be required to comply with the maximum leverage ratio of
3x but would instead have a maximum first lien leverage ratio of
2x. The company also has a minimum current ratio covenant of 1x.
When the leverage ratio financial covenant reverts to a maximum
leverage ratio of 3x in the first quarter of 2022, W&T may need to
seek further financial covenant relief, subject to actual commodity
prices and corresponding financial results. The second lien notes
do not mature until November 2023 but since they will go current
the prior year, pressure to refinance them will build.

W&T's $552 million of senior secured second lien notes due November
2023 (amount outstanding as of December 31, 2020) are rated Caa2.
This is one notch below the CFR and reflects a second lien claim on
the assets that secure the revolver which has a first lien claim.

The stable outlook reflects higher commodity prices that support
continued positive free cash flow in 2021. While refinancing risks
have lessened, they still remain high which constrains rating and
outlook.

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

Factors that could lead to an upgrade include debt reduction, a
refinanced revolver and bonds with an extended debt maturity
profile, and ability to sustain production and proved developed
reserves while maintaining adequate liquidity. EBITDA/interest
above 3x could be supportive of an upgrade.

Factors that could lead to a downgrade include increasing default
risk including distressed exchanges or Moody's lowering its view on
expected recoveries for debt holders.

W&T, headquartered in Houston, Texas, is a publicly traded
independent exploration and production company operating offshore
in the US Gulf of Mexico. Average daily production for the fourth
quarter of 2020 was 38 Mboe/d.

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


WHEEL PROS: Moody's Assigns B2 Rating to New $1BB First Lien Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wheel Pros, Inc.,
including the corporate family rating at B3 and the probability of
default rating at B3-PD, and assigned a B2 to the company's new $1
billion senior secured first lien term loan and a Caa2 to the new
$365 million senior unsecured notes. The rating outlook remains
stable. The B3 rating on the existing senior secured first lien
term loan is unchanged at this time and will be withdrawn upon
closing of the transaction.

Proceeds from the new term loan and unsecured notes will be used to
refinance Wheel Pros' existing debt as part of its sale to an
investment vehicle also managed by current majority equity owner,
Clearlake Capital Group, L.P.

The affirmation of the B3 CFR reflects the continuation of an
aggressive financial policy as the sale represents another
monetization event for equity holders with debt to increase by
about 30%. As a result, financial leverage will increase more than
a full turn to over 7x debt/EBITDA (pro forma for December 31,
2020). However, Moody's expects a combination of earnings growth
and debt reduction supported by moderate free cash flow generation
will improve debt/EBITDA toward the low-6x range by end of 2021. In
Moody's view, though, there is limited flexibility in Wheel Pros'
current rating to withstand further debt-funded actions,
specifically acquisitions, over the near-term.

The following rating actions were taken:

Assignments:

Issuer: Wheel Pros, Inc.

Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)

Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5)

Affirmations:

Issuer: Wheel Pros, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Outlook Actions:

Issuer: Wheel Pros, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Wheel Pros' ratings reflect the company's elevated financial
leverage, along with the highly discretionary nature of its custom
vehicle wheels and a demonstrated history of an aggressive
financial policy with debt-funded acquisitions and shareholder
returns. Wheel Pros does maintain a leading market position in this
specialty segment with strong brand recognition for its products, a
generally flexible cost structure with low capital requirements,
and favorable customer diversification.

Wheel Pros is likely to continue to benefit over the course of 2021
from demand for its specialty vehicle wheels that has been far
higher than anticipated during 2020, resulting in better than
expected earnings, cash flow and financial leverage. Sustainability
at such a high pace of growth is uncertain, however, once consumers
have a range of alternatives for their disposable income. Moody's
expects 2021 organic revenue to grow in the high-single digit range
as a result.

Wheel Pros earnings growth is likely to continue with EBITA margins
maintained above 15% as the company executes price increases to
offset rising input costs and realizes cost synergies from its 2020
acquisition of Just Wheels and Tires. With the application of free
cash flow to debt reduction, Wheel Pros should improve leverage
toward the low-6x debt/EBITDA range by end of 2021. Over the longer
term, however, Moody's expects the company's financial leverage
will likely remain around 6x debt/EBITDA, given the company's
history of an aggressive financial policy under current ownership.

Wheel Pros is expected to maintain adequate liquidity into 2021,
with free cash flow of at least $40 million through strong earnings
and prudent working capital management. Cash flows are seasonal,
with the first quarter typically a period of weaker cash
generation, during which time Moody's expects moderate use of its
$125 million five-year ABL facility. Effective inventory planning
and management will be a driving factor to cash flow. The risk is
that inventory builds in advance of demand which doesn't
materialize at the expected growth rate, leaving cash flow strained
by lower earnings and working capital build.

The stable outlook reflects Moody's view that Wheel Pros will
maintain EBITA margins in the mid-teens range and generate solidly
positive free cash flow to maintain adequate liquidity. The outlook
also incorporates Moody's expectations for leverage to improve
toward 6x debt/EBITDA over the next 12 months.
The B2 rating for the first lien secured term loan, one-notch above
the company's B3 CFR, benefits from increased first-loss absorption
with the inclusion of new unsecured notes in the company's
liability structure. The Caa2 rating for the unsecured notes
reflect its subordinated position in the liability structure behind
the $125 million ABL and the $1 billion first lien secured term
loan.

In terms of carbon transition risk Wheel Pros' is not material
given the nature of its product and that it is an aftermarket
provider.

From a corporate governance perspective, the company's high
leverage and recent shareholder-friendly actions reflect its
private equity ownership. Event risk is high, considering Wheel
Pros aggressive pace of acquisitions over recent years, with
transactions funded primarily with debt. A continuation of an
aggressive financial policy through debt-funded acquisitions could
pressure the credit profile.

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

Wheel Pros ratings could be upgraded if the company demonstrates a
financial policy that supports debt/EBITDA sustained below 5.5x
even when considering its acquisition growth strategy, and retained
cash flow-to-debt maintained above 10%. Consistently strong
positive free cash flow generation and maintaining an adequate
liquidity profile would also be considerations of an upgrade.

The ratings could be downgraded if Wheel Pros is unable to
demonstrate progress in improving debt/EBITDA toward 6x over the
next twelve months, either through weaker than expected earnings or
if Wheel Pros engages in further debt-funded actions, specifically
acquisitions. The ratings could also be downgraded if Moody's
believes demand weakens and the company is unable to take actions
around working capital and costs such that either cash flow or
earnings are pressured. Deterioration in company's liquidity,
including free cash flow-to-debt below 2% or ongoing reliance on
its ABL to fund operations could pressure the ratings.

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

Wheel Pros, Inc., headquartered in Greenwood Village, Colorado, is
a wholesale distributor of custom and proprietary branded wheels,
performance tires and related accessories in the aftermarket
automotive segment. The company is owned by an affiliated fund
controlled by private equity financial sponsor Clearlake Capital
Group, L.P. Management reported revenues for the twelve months
ending December 31, 2020 of approximately $1 billion.


WHOA NETWORKS: Court Extends Plan Exclusivity Thru May 27
---------------------------------------------------------
At the behest of Debtor Whoa Networks, Inc. and its affiliates,
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division extended the
period in which the Debtors may file a plan of reorganization to
and including May 27, 2021, and to solicit acceptances to and
including July 26, 2021.

With the additional time, the Debtors and their professionals will
be able to address certain contingencies and issues in their case
and be in the position of proposing a feasible plan of
reorganization and proceed to emerge from Chapter 11.

A copy of the Court's Extension Order is available at
https://bit.ly/3uQpbYE from PacerMonitor.com.

                            About Whoa Networks

Whoa Networks is a secure cloud services provider (CSP). It
specializes in security, compliance, cloud, and enterprise
solutions for customers.

Whoa Networks and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Lead Case No. 20-21883) on October 29, 2020. Mark Amarant,
authorized officer, signed the petitions.

At the time of filing, Whoa Networks, Inc., a Florida Corporation,
was estimated to have $1 million to $10 million in assets and $10
million to $50 million in liabilities.

Whoa Networks, Inc., a Delaware Corporation, disclosed $500,000 to
$1 million in assets and $1 million to $10 million in liabilities
while Hipskind Technology Solutions Group, Incorporated and
Platinum Systems Holdings, LLC disclosed $1 million to $10 million
in both assets and liabilities.

Judge Scott M. Grossman replaced Judge Peter D. Russin, who
previously oversees the Debtors' case. Genovese Joblove & Battista,
P.A., led by Paul J. Battista, Esq., is the Debtors' legal counsel.


WILDWOOD VILLAGES: Selling Sumter County Wetland Parcels for $794K
------------------------------------------------------------------
Wildwood Villages, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to authorize the sale of its two parcels
of undeveloped agricultural and/or wetlands located in Sumter
County, Florida, consisting of: (a) the western portion of Parcel
ID # G16-069, consisting of approximately 6.24 acres of vacant
farmland ("Parcel G069"); and (b) the entirety of Parcel ID #
G16-070, consisting of approximately 6 acres of vacant farmland
("Parcel G070"), to The Villages Land Co., LLC, for $794,032 or
$64,870 per acre.

The Debtor respectfully asks relief on an expedited basis only to
the extent the Court's schedule may not be able to otherwise
accommodate a hearing schedule such that a final order approving
the requested relief is entered by June 1, 2021 (or otherwise
provides sufficient time for the proposed transaction to close no
later than July 1, 2021).  If, however, the Court's schedule can
accommodate a final hearing to meet such deadlines without the
matter being heard on an expedited basis, the Debtor would
respectfully waive its request for expedited status.  

The Debtor renews its request for authorization to sell the
Properties 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,
with any valid liens, claims encumbrances and interests therein
attaching to the sale proceeds in accordance with their respective
priorities.   

The Properties are vacant and unused lands located outside the
Subdivisions.  The Debtor purchased both Properties in 2003.  Both
Properties are located outside the platted Subdivisions6 and are
further identified in the drawings attached to the Agreement.  They
are two of several properties that are cross collateralized by a
perfected first mortgage in favor of Citizens First Bank, which had
a balance of $770,333.73 as of the Petition Date.  The Purchase
Price, a portion of which is to be paid over time as the Properties
are developed and sold by the Buyer, is projected to net the estate
approximately $800,000 over the next several years.  Thus, it
appears the Properties may be undersecured.   

Portions of the Properties contain wetlands that will likely
require mitigation prior to development and the Buyer is one of the
few (if only) entities in the area with an existing "wetlands bank"
capable of such mitigation.  Parcel 069 is also subject to a right
of first refusal in favor of the Buyer, a notice of which was
recorded in Sumter County Public Records in 2017 ("ROFR").
Further, both Properties are effectively "land-locked" and cannot
be accessed by any parties other than the Debtor and the Buyer.  

The Sumpter County Property Appraiser has appraised the entire
approximately 12 acres of Parcel 069 at $74,080, and the entire
approximately 6.74 acres of Parcel 070 at $47,750.  That translates
to a tax-appraised value of $6,173/acre for Parcel 069 and
$7,084/acre for Parcel 070.  As the Debtor is selling only the
western, approximately 6.24 acres of Parcel G16-069, and the
entirety of Parcel G16-070, the Debtor estimates the Properties
being sold have an aggregate tax-appraised value of approximately
$84,000, which translates to $6,532 per acre.  The projected
purchase price under the proposed Agreement is $794,032, which
translates to approximately $64,870 per acre (i.e., almost 10x the
tax appraised value).   

The Buyer is not an insider of the Debtor as that term is defined
in Section 101(31); however, the Debtor holds a minority (1.18%)
interest in VCW Development LLC ("VCW"), a real estate development
company in which the Buyer holds a majority interest.  

The Debtor and Buyer have agreed to the terms contained in the
Agreement, as amended, the material terms of which are as follows:


     a. Effective Date: Dec. 4, 2020, as amended on March 30, 2021;


     b. Good Faith Deposit: $20,000;

     c. Purchase Price: Total purchase price: $794,032 (projected),
split as follows:

          i. Base Price: $14,010.35 per acre (est. $171,482.40);

          ii. Parcel A Additional Purchase Price: Amount equal to
the Buyer's 'base price' for all lots that it will build within
Parcel G070 (described in Agreement as Parcel A), net of any sales
discounts, the Base Purchase Price, the Buyer's actual total
development costs, sales commissions, multiplied by 50%; and  

          iii. Parcel B Additional Purchase Price: Amount equal to
the Buyer's 'base price' for all lots that it will build within
Parcel G069 (described in Agreement as Parcel B), net of any sales
discounts, the Base Purchase Price, Buyer's actual total
development costs, sales commissions, multiplied by 25%.  

     d. Payment Terms: Base Price to be paid to Debtor at closing.
Additional Purchase Price payments to be paid after the Buyer has
developed and recovered its actual development costs (including the
Base Purchase Price), at which time the Buyer will begin to make
Additional Purchase Price payments to the Debtor, in monthly
installments, until paid in full.  Additional Purchase Price
Payments projected to begin within 36 months after Closing;

     e. Due Diligence Period: The Buyer will have due diligence
inspection / cancellation period equal to the later of: (i) the
date when Debtor has ability to sell property free and clear of Lis
Pendens (and/or underlying claims); or (ii) 55-days after the
Effective Date;  

     f. Clean Title: Sale of the Properties is expressly
conditioned upon entry of a Sale Order by the Court containing
terms acceptable to the underwriting department of a title company
of the Buyer's choosing, sufficient to ensure that title to the
Properties will not be clouded or otherwise subject in any way to
the Lis Pendens and/or the claims asserted in the Class Action
Lawsuit;  

     g. Right of First Refusal: Parcel 069 is subject to the ROFR.


     h. Closing Date: The later of 14 days following the Due
Diligence Period, or 15 days after entry of the Sales Order by the
Court;

     i. Subject to Bankruptcy Court approval: yes; and

     j. Subject to higher and better offers: yes.

The Debtor has reviewed all known actual and/or disputed liens,
claims, encumbrances and interests on and to the Properties, and
intends to sell the Properties free and clear of same.  According
to public records, the liens, claims and/or encumbrances noted are
greater, in the aggregate, than the total value of the Properties.


      a. The Citizens Bank Mortgage: The Properties are two of four
parcels of property that are cross-collateralized by a duly
recorded First Mortgage and Security Agreement, Assignment of
Leases, Rentals and Maintenance Assessments, and a UCC-1 Financing
Statement, dated May 22, 2017, in favor of Citizens.  According to
Citizens' Proof of Claim, there is $770,333.73 remaining due on
account of the Citizens Loan Documents.  As the anticipated sale
proceeds are above that amount, it appears the Properties may be
undersecured.  The Debtor is cautiously optimistic that Citizens
will consent to the sale pursuant to Section 363(f)(2).  If not, it
believes the parcel may still be sold free and clear pursuant to
Sections 363(f)(1) and/or (5).

     b. The Lis Pendens and Disputed Class Claims: Title to the
Properties is clouded by what the Debtor contends is an
unauthorized lis pendens recorded by the Class Plaintiffs in
connection with an equitable lien and other claims asserted, but
never adjudicated, in the Class Action Lawsuit.  The Lis Pendens
was initially recorded in 2014 and has been extended at least six
times.  Although the Lis Pendens itself (which legally is only a
notice) may not constitute a lien or encumbrance, the Properties
can still be sold free and clear of the disputed Class Claims,
claims upon which the Lis Pendens is based, pursuant to Sections
363(f)(4) and (5).

     c. Real Estate Taxes and Miscellaneous Claims: The Properties
may also be subject to satisfaction of real property taxes,
pro-rated up through the closing date.  The Tax Claim, together
with any other charges comprised of normal and customary closing
costs involved in a commercial real estate transaction, are to be
paid by the Debtor at closing pursuant to the terms of the
Agreement.  

The Debtor asks the Court approves the sale of the Properties to
the Buyer pursuant to Sections 363(b) and (f), free and clear of
all actual and/or putative liens, claims, encumbrances and other
interests, upon the terms set forth.  It also asks the Court
authorizes it to enter into the subject Agreement relating to the
proposed sale, and to approve the payment at closing of all Tax
Claims and other normal closing costs.  

A copy of the Agreement is available at
https://tinyurl.com/2r4c358j from PacerMonitor.com free of charge.

The Purchaser:

          THE VILLAGES LAND CO., LLC
          c/o Kelsea Manly
          3619 Kiessel Road
          The Villages, FL 32163

The Purchaser is represented by:

          THE VILLAGES LAND CO., LLC
          c/o Celeste Thacker, Esq.
          3619 Kiessel Road
          The Villages, FL 32163

                   About Wildwood Villages, LLC

Wildwood Villages, LLC is engaged in activities related to real
estate.

Wildwood Villages, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02569) on August 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., Esq. at SHAPIRO
BLASI WASSERMAN & HERMANN, PA represents the Debtor as counsel.



WILLCO X DEVELOPMENT: Has Deal on Cash Collateral Access
--------------------------------------------------------
Willco X Development LLP and Independent Bank have advised the U.S.
Bankruptcy Court for the District of Colorado they have reached an
agreement regarding Willco's use of cash collateral and now desire
to memorialize the terms of these agreement into an agreed order.

On October 9, 2020, the Debtor filed its Motion to Approve
Stipulated Interim Order for Use of Cash Collateral. There were no
objections to the Motion and a Cash Collateral Order was entered on
October 29, 2020.

The Debtor and the Secured Lender have worked to insure that the
terms of the original Cash Collateral Order are performed and
complied with, and the Debtor and the Secured Lender have agreed to
extend the Cash Collateral Order without alteration to its terms to
and including May 28, 2021, provided the parties remain in
compliance with the Order.

The Budget referenced in the Cash Collateral Order was modified to
include and reference the updated Budget.

A copy of the stipulation is available for free at
https://bit.ly/3sa4GV9 from PacerMonitor.com.

                About Willco X Development LLP

Willco X Development, LLLP, operator of the Hilton Garden Inn of
Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 20-16438) on Sept. 29, 2020.  The Debtor was estimated to
have $10 million to $50 million in assets and liabilities as of the
bankruptcy filing.  

Judge Thomas B. Mcnamara oversees the case.

Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the
Debtor's legal counsel.

Independent Bank, as lender, is represented by:

     John F. Young, Esq.
     Markus Williams Young & Hunsicker LLC
     1775 Sherman Street, Suite 1950
     Denver, CO 80203
     Tel: (303) 830-0800
     Facsimile: (303) 830-0809



WILLIAMSPORT, PA: S&P Alters Outlook to Pos., Affirms 'BB+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from negative
and affirmed its 'BB+' long-term rating on the California Municipal
Finance Authority's series 2019 revenue bonds, issued for The
Master's University and Seminary (TMUS), Calif.

"The outlook revision primarily reflects our view of the
university's new accreditation status since our last review, as
well as, growing enrollment, solid matriculation rate, and
consistently positive margins over the past several years," said
S&P Global Ratings credit analyst Phillip Pena. In November 2020
the university's accreditor, the Western Association of Schools and
Colleges Senior College and University Commission (WSCUC)
reaffirmed the university's accreditation for six years and removed
the sanction of probation. The university had previously received
the sanction of probation from its accreditor for lack of
compliance with WSCUC standards nos. 1, 2, and 3, which related to
the issues of board independence, personnel and management
practices, operational integrity, and leadership. However, over the
past two years the university has taken long-term actions to
address these standards, and it is now in full compliance with
WSCUC standards. S&P notes that the previous negative outlook was
assigned in April 2020 as part of a bulk-rating action in the
higher education sector due to anticipated COVID-19 concerns,
rather than university specific credit pressures its opinion is
that TMUS has not experienced materially adverse effects from the
pandemic on demand and financial metrics to date.

S&P said, "We assessed TMUS' enterprise profile as strong,
characterized by a solid matriculation rate, growing enrollment
including during the COVID-19 pandemic, and a niche in Christian
education. We assessed TMUS' financial profile as adequate,
characterized by full-accrual operating surpluses over the past few
years, below-average available resources, and a manageable pro
forma maximum annual debt service burden. Although we assessed
TMUS' enterprise profile as strong, and financial profile as
adequate, the rating on TMUS is currently 'BB+' based on a high
level of turnover in the role of president, which is a key role in
university leadership, as well as other management issues related
to transparency and independence from the board, which while
addressed in the most recent accreditation cycle, we want to see
maintained."

The rating reflects our assessment of TMUS':

-- Christian niche, which has allowed for above-average
matriculation rates of around 45%;

-- History of full-accrual operating surpluses over the past three
fiscal years; and

-- Continued consistent full-time equivalent enrollment growth in
each of the past three years.

-- Partially mitigating these strengths, in our view, are TMUS':

-- Below-average available resources; and

-- Above average level of turnover in the role of president; and

-- A moderately high selectivity rate, which was approximately 76%
as of fall 2020.

"The positive outlook reflects our opinion that TMUS will continue
to be in compliance with WSCUC accreditation standards," Mr. Pena
added. S&P said, "The positive outlook also reflects our
expectation that the university will maintain its trend of growing
enrollment and its niche as a provider of Christian education. The
positive outlook further reflects our view that TMUS will maintain
positive operating margins and available resources at current
levels."


WIRECARD AG: U.S. Recognition Hearing Set for May 5
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has scheduled a hearing on May 6, 2021, at 10:00 a.m., to consider
granting recognition of the German proceeding of Wirecard AG, which
is currently pending in Germany as a foreign main proceeding.  The
recognition hearing will be conducted by video conference that can
be obtained by contacting the Courtroom Deputy at Tel:
215-408-2821.

On April 8, 2021, Dr. Michael Jaffe, in his capacity as the foreign
representative of Wirecard AG, filed a verified petition for
recognition of a foreign main proceeding and application for
related relief, and memorandum of law in support thereof, pursuant
to Chapter 15 of the U.S. Bankruptcy Code.

Any party wishing to use or offer evidence during the hearing any
documents that have not been previously filed on the Court docket
will provide the Courtroom Deputy with an electronic copy of the
documents by emailing Pamela_Blalock@paeb.uscourts.gov no later
than 1:00 p.m. on May 4, 2021.

Wirecard AG is a technology company, which offers outsourcing and
white label solutions for electronic payment transactions
worldwide, with its headquarters located in Aschheim, Germany.

Dr. Michael Jaffe, in his capacity as the foreign representative of
Wirecard AG, filed on April 8, 2021, filed a Chapter 15 petition
(Bankr. E.D. Pa. Case No. 21-10936).  Wirecard has applied for U.S.
recognition of its German insolvency proceeding in an attempt to
stay a class action complaint against it in Pennsylvania.

Wirecard's U.S. counsel:

        JEFFREY KURTZMAN
        Kurtzman Steady LLC
        Tel: 215-839-1222
        E-mail: kurtzman@kurtzmansteady.com


WIRECO WORLDGROUP: Moody's Raises CFR to B3, Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service upgraded WireCo WorldGroup Inc's
Corporate Family Rating to B3 from Caa1 and Probability of Default
Rating to B3-PD from Caa1-PD. Moody's also upgraded the ratings on
the company's first lien senior secured term loan to B3 from Caa1
and second lien senior secured term loan to Caa2 from Caa3. The
outlook was changed to stable from negative.

WireCo's end markets, buoyed by industrials, have gained positive
momentum from the lows experienced by Covid in the first half of
2020. An improvement in industrial and infrastructure activity,
increased fishing demand, and higher oil rig counts have led to a
rebound in orders for the company's broad portfolio of steel and
synthetic rope, wire, and engineered products. Order intake
momentum throughout 2021 and management's renewed focus and
continued execution of operating efficiencies will support better
credit metrics. Moody's expects the company's debt to EBITDA
(inclusive of Moody's adjustments) to improve to 6.1x and 5.7x at
the end of 2021 and 2022, respectively.

The stable outlook reflects sustained momentum of improving market
conditions and Moody's expectation that the company will
successfully execute cost efficiencies and margin protection
measures.

Upgrades:

Issuer: WireCo WorldGroup Inc.

Corporate Family Rating, Upgraded to B3 from Caa1

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

Senior Secured First Lien Term Loan, Upgraded to B3 (LGD3) from
Caa1 (LGD3)

Senior Secured Second Lien Term Loan, Upgraded to Caa2 (LGD5) from
Caa3 (LGD5)

Outlook Actions:

Issuer: WireCo WorldGroup Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

WireCo's B3 corporate family rating reflects Moody's expectation of
a recovery in the multiple end markets served, yet at different
cadences, from what is viewed as a Covid inflicted bottom in 2020.
More robust markets, operational efficiencies, and successful pass
through of increasing raw material costs will translate into
improving credit metrics, margins, and cash generation.

The rating also reflects WireCo's high leverage, sensitivity to
small variances in demand of end products and raw material pricing,
and the cyclicality of end markets. Further, WireCo's liquidity is
good and is sufficient to support fluctuations in working capital,
service debt, and fund capital expenditure needs.

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

The rating could be upgraded if (all ratios include Moody's
standard adjustments):

Adjusted debt-to-EBITDA is sustained below 5.75x

Adjusted EBITA-to-interest expense approaches 2.0x

The company maintains good liquidity

The rating could be downgraded if (all ratios include Moody's
standard adjustments):

Adjusted debt-to-EBITDA is sustained above 7.0x

Adjusted EBITA-to-interest expense is sustained below 1.0x

Liquidity deteriorates

Headquartered in Prairie Village, Kansas, WireCo WorldGroup Inc.,
is a global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products. The company sells into diverse industries including
infrastructure, industrial, oil and gas, mining, and marine and
fishing. Revenue for the twelve months ended December 31, 2020
totaled approximately $560 million. WireCo, is owned by affiliates
of Onex Corporation and Paine Schwartz Partners LLC.

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


ZAPPER HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Zapper Holdings, LLC
        209 2nd St
        Unit 1
        Lakewood, NJ 08701-3326

Business Description: Zapper Holdings, LLC is the owner of fee
                      simple title to eight properties located in
                      New Jersey having a total current value of
                      $1.76 million.

Chapter 11 Petition Date: April 15, 2021

Court: United States Bankruptcy Court
       District of New Jersey

Case No.: 21-13094

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER LLC
                  25 Abe Voorhees Dr
                  Manasquan, NJ 08736-3560
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416
                  E-mail: tneumann@bnfsbankruptcy.com

Total Assets: $1,763,360

Total Liabilities: $1,147,819

The petition was signed by Jechil Weinfeld, managing member.

The Debtor stated it has no unsecured creditors.

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

https://www.pacermonitor.com/view/V5GNJDA/Zapper_Holdings_LLC__njbke-21-13094__0001.0.pdf?mcid=tGE4TAMA


ZEBRA BUYER: Fitch Assigns 'BB(EXP)' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned an expected Long-Term Issuer Default
Rating (IDR) and expected senior secured debt rating of 'BB(EXP)'
to Zebra Buyer LLC. The Rating Outlook is Stable.

Zebra is a debt-issuing holding company, incorporated to acquire
Wells Fargo Asset Management (WFAM) from Wells Fargo & Company
(WFC; A+/Negative) for a consideration of $2.1 billion by GTCR LLC
and Reverence Capital.

The expected ratings would convert to actual ratings upon the
finalization of the separation from WFC and the execution of the
secured funding facilities, provided that both are undertaken in a
manner consistent with Fitch's expectations, as outlined herein.

KEY RATING DRIVERS

Strong Franchise: The expected ratings reflect Zebra's good
franchise in the traditional investment management (IM) space,
assets under management (AUM) diversification by asset class,
product and distribution channel, a scalable business model and
strong reported investment performance relative to benchmarks.

Ratings also reflect an experienced senior management team, a cash
generative business model and a long-term distribution agreement
with WFC, which should mitigate the risks of immediate AUM
attrition following the transaction close.

High Leverage: The ratings are constrained by the relatively high
initial cash flow leverage, as measured by gross debt/adjusted
FEBITDA, lower profitability margins relative to peers, the
fully-secured funding profile and limited balance sheet liquidity.
Other rating constraints include a lack of operating history as a
standalone entity and elevated execution risk associated with a
business carve-out, including the challenges of bringing a new IM
brand to market and setting up standalone operations and risk
controls.

An inability to successfully execute the carve-out strategy may
lead to higher initial costs, lower AUM levels, as a result of
lower fund sales and/or increased client attrition and,
consequently, weaker operating performance and higher leverage.
Fitch also believes that the firm's private equity ownership
introduces the potential for more equity-oriented actions in the
medium term, which is partially mitigated by the track record of
Zebra's private equity owners in the financial services sector.

Good Investment Management Franchise: WFAM is well-positioned among
the large traditional IMs, with $602 billion in AUM as of Dec. 31,
2020, although it remains materially smaller than the industry
leaders. Fitch believes the company's focus on institutional
clients (57% of total AUM) and investment solutions should make it
less prone to competitive fee and flow pressures driven by
increasing investor preference for lower-cost passive products.

Well Diversified AUM: Zebra's AUM is also well diversified by asset
class, which is viewed favorably by Fitch. However, $198 billion of
AUM (32.9%) is in short-term money market funds, which Fitch
believes could increase AUM volatility, liquidity risk in a
stressed scenario, and result in revenue pressure, particularly in
a low interest rate environment, although this is currently offset
by a flight to quality.

Profitability Lower Than Peers: Zebra's profitability is below that
of large public peers. Fitch expects the run-rate adjusted FEBITDA
margin to initially be in the 18% range, which is within Fitch's
'bb' category benchmark range of 10%-20%.

Fitch adjusts FEBITDA for nonrecurring and one-off carve-out costs,
money market revenue normalization, and standalone cost adjustments
for over-allocation of corporate costs and other noncore legacy
gains and losses. Fitch believes margin expansion could be driven
by cost optimization over time, while growing revenue may prove
challenging, in light of on-going competitive pressures in the
industry.

Strong Investment Performance: Zebra has reported strong investment
performance against peers and benchmarks. Net flows have averaged
2% of beginning AUM over the last four years, supported by inflows
to short-term money market funds. Flows into long-term funds
averaged a negative 3.3%. Still, flows are consistent with Fitch's
'bbb' category benchmark range for traditional IMs of negative 5%
to 5%.

Pro forma for the projected $1.24 billion term loan issuance to
fund the acquisition, run-rate cash flow leverage is estimated to
be 4.6x on a gross debt/adjusted FEBITDA basis as of YE 2020, which
is at the higher end of Fitch's 'bb' category quantitative
benchmark range for traditional IMs of 3.0x-5.0x. An inability to
reduce leverage toward or below 4.5x over the outlook horizon would
be viewed negatively.

Fitch estimates interest coverage, as measured by pro forma
run-rate adjusted FEBITDA/interest expenses, at 5.6x. The coverage
of fixed charges, consisting of both interest expense and the 1%
annual loan amortization, was 4.5x. Both metrics are within Fitch's
'bb' category benchmark range for traditional IMs of 3x to 6x.

Limited Liquidity: Fitch views Zebra's liquidity as limited. The
company is projected to have $140 million in unencumbered cash at
transaction close, which is relatively weak, given approximately
$110 million is designated for a one-time transition and separation
costs. Zebra will have $170 million of revolver capacity, but
utilization could be constrained by a market dislocation that
reduces FEBITDA, given the leverage covenant in the facility.

Fully-Secured Funding Profile: Zebra's funding profile is
fully-secured and expected to consist of a single seven-year $1.24
billion first- lien secured term loan, which is weaker than
higher-rated peers that have largely unsecured funding profiles.
Still, the funding profile is partially mitigated by the cash flow
generative business model. The expected senior secured debt rating
is equalized with the expected Long-Term IDR, reflecting Fitch's
expectations for average recovery prospects under a stressed
scenario.

RATING SENSITIVITIES

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

-- A sustained improvement in cash flow leverage approaching
    3.5x;

-- Gross (F)EBITDA margins sustained above 20%;

-- A sustained improvement in fixed charge coverage above 5.0x;

-- Improved funding diversity, including increased proportion of
    unsecured funding;

-- Favorable investment performance and sustained positive long-
    term net client flows; and

-- Successful transition to a standalone business and execution
    of strategic objectives, including meaningful fund sales
    through new third-party channels.

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

-- Material differences between future consolidated audited
    financial statements relative to management representations;

-- A sustained increase in Fitch-calculated cash flow leverage
    beyond 5.5x, particularly if driven by the debt-financed
    shareholder-friendly distributions;

-- Sustained material investment underperformance and/or
    meaningful long-term AUM outflows;

-- A liquidity shortfall or a decline in interest and fixed
    charge coverage below 3.0x; and

-- An inability to execute on the operating strategy, leading to
    excessive costs or operational failures, or a decline in
    (F)EBITDA margins to below 10%;

-- The secured debt rating is primarily sensitive to changes in
    Zebra's IDR, and secondarily, to material changes in Zebra's
    capital structure and/or changes in Fitch's assessment of the
    recovery prospects for the debt instruments.

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.

Zebra Buyer LLC is a newly-established entity, incorporated for the
purpose of financing the acquisition of a carve-out business
formerly known as Wells Fargo Asset Management. As such, historical
consolidated audited financial statements were not available to
Fitch as a part of the ratings process.

In its assessment of the reasonableness of management's pro forma
earnings estimates and other financial representations, Fitch
relied on other public and non-public sources, including an
analysis of peers with similar scale and business profiles. Fitch
has also relied on more conservative assumptions in its leverage
assessment and stress testing and sensitivity analysis.

The conversion of the expected ratings to final ratings is subject
to the closing of the acquisition with transaction terms and
financial profile attributes consistent with those represented by
Zebra Buyer LLC, its management and its prospective owners.

ESG CONSIDERATIONS

Zebra has an Environmental, Social and Corporate Governance (ESG)
Relevance Score (RS) of '4' for Management Strategy due to the
execution risk associated with establishing the firm as a
standalone business, achievement of envisioned cost savings and
deleveraging, and is relevant to the rating in conjunction with
other factors.

Zebra has an ESG RS of '4' for Financial Transparency, reflecting
the sensitivity of the rating to alignment of audited financial
data with management representations, 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.


ZEBRA INTERMEDIATE II: Moody's Assigns Ba2 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 corporate family
rating and a Ba2-PD probability of default rating to Zebra
Intermediate II, LLC, a holding company formed to acquire Wells
Fargo Asset Management (WFAM) from Wells Fargo & Company (WFC, A2
negative) by GTCR LLC and Reverence Capital for $2.1 billion,
including a $956 million equity contribution. Moody's also has
assigned Ba2 ratings to the proposed $1.240 billion 7-year first
lien term loan to be issued by Zebra Buyer, LLC to finance the
acquisition as well as a $170 million revolving credit facility.
Zebra Buyer, LLC, a subsidiary of Zebra, is the designated
borrower. Henceforth, both entities are referred to as Zebra. The
outlook is stable.

RATING RATIONALE

The Ba2 CFR is supported by Zebra's assets under management (AUM)
scale, diversified asset class and product mix, solid presence in
key distribution channels and strong historical investment
performance. However, the rating is constrained by high leverage,
which Moody's estimates will be around 4.8x debt/EBITDA on a
pro-forma basis, below industry average profit margins and negative
organic AUM growth. Following the separation from Wells Fargo,
Moody's expect margin improvement over next two-years supported by
cost savings, but still on the low-end of similarly rated asset
managers.

The company's pro-forma leverage (as calculated by Moody's) will be
at the high end of the expected range for a Ba2 rated asset
manager, which reduces the capacity within its rating category to
absorb any further leverage increases which could be caused for
example by operating underperformance, debt-funded acquisitions or
debt-funded shareholder dividends.

The stable outlook reflects Moody's view that over the next 12-18
months the company's revenue and margins will benefit from
improving economic conditions and anticipated cost savings.
Furthermore, WFAM's net flow trends have been improving in recent
years, which also supports the stable outlook.

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

Upward ratings pressure would result if the following occurs: 1)
Debt/EBITDA with Moody's adjustments is sustained below 3.5x; 2)
the pre-tax income margin is sustained above 20%; and 3) improved
net AUM flows.

Downward ratings pressure would result if the following occurs: 1)
Debt/EBITDA with Moody's adjustments is sustained above 4.5x; 2)
pre-tax income margins are sustained below 10%; 3) increasing net
outflows; and 4) increased leverage from a dividend
recapitalization.

Rating actions:

Issuer: Zebra Intermediate II, LLC

Corporate Family Rating assigned at Ba2

Probability of default rating assigned at Ba2-PD

Issuer: Zebra Buyer, LLC

$1,240 million Senior Secured First Lien Term Loan assigned at Ba2

$170 million Senior Secured First Lien Revolving Credit Facility
assigned at Ba2

The outlook for Zebra Intermediate II, LLC and Zebra Buyer, LLC is
stable

Wells Fargo Asset Management, the operating subsidiary of Zebra, is
headquartered in San Francisco, CA. It has 23 offices world-wide
and had $602 billion in assets under management as of December 31,
2021.

The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.


ZINC-POLYMER PARENT: Fitch Withdraws 'B-' LongTerm IDR
------------------------------------------------------
Fitch Ratings has withdrawn the 'B-' Long-term Issuer Default
Ratings (IDRs) on Zinc-Polymer Parent Holdings, LLC and its
subsidiaries Jadex Inc. and Zinc Holdings, Inc. (collectively
Jadex).

Fitch has withdrawn the ratings as Jadex has chosen to stop
participating in the rating process. Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for Jadex.

KEY RATING DRIVERS

NA

RATING SENSITIVITIES

NA

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.


[^] BOND PRICING: For the Week from April 12 to 16, 2021
--------------------------------------------------------
  Company                    Ticker  Coupon Bid Price   Maturity
  -------                    ------  ------ ---------   --------
BPZ Resources Inc            BPZR     6.500     3.017   3/1/2049
Basic Energy Services        BASX    10.750    19.250 10/15/2023
Basic Energy Services        BASX    10.750    19.663 10/15/2023
Briggs & Stratton Corp       BGG      6.875     8.500 12/15/2020
Buffalo Thunder
  Development Authority      BUFLO   11.000    50.000  12/9/2022
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     1.733  3/15/2023
Dean Foods Co                DF       6.500     2.000  3/15/2023
Diamond Offshore Drilling    DOFSQ    7.875    17.750  8/15/2025
Diamond Offshore Drilling    DOFSQ    3.450    19.000  11/1/2023
ENSCO International Inc      VAL      7.200    10.088 11/15/2027
EnLink Midstream
Partners LP                  ENLK     6.000    62.875       N/A
Energy Conversion Devices    ENER     3.000     7.875  6/15/2013
Energy Future Competitive
  Holdings Co LLC            TXU      0.988     0.072  1/30/2037
Exela Intermediate LLC /
  Exela Finance Inc          EXLINT  10.000    37.091  7/15/2023
Exela Intermediate LLC /
  Exela Finance Inc          EXLINT  10.000    37.101  7/15/2023
Federal Home Loan Banks      FHLB     0.250    99.832  4/20/2021
Federal Home Loan
  Mortgage Corp              FHLMC    0.700    99.748  4/21/2025
Fleetwood Enterprises Inc    FLTW    14.000     3.557 12/15/2011
Ford Motor Credit Co LLC     F        4.100    99.733  4/20/2027
Ford Motor Credit Co LLC     F        3.000    99.431  4/20/2021
Frontier Communications      FTR      8.750    68.375  4/15/2022
Frontier Communications      FTR      6.250    66.750  9/15/2021
Frontier Communications      FTR      9.250    66.000   7/1/2021
GNC Holdings Inc             GNC      1.500     1.250  8/15/2020
GTT Communications Inc       GTT      7.875    15.482 12/31/2024
GTT Communications Inc       GTT      7.875    27.750 12/31/2024
Goodman Networks Inc         GOODNT   8.000    28.650  5/11/2022
High Ridge Brands Co         HIRIDG   8.875     1.135  3/15/2025
High Ridge Brands Co         HIRIDG   8.875     1.135  3/15/2025
Hornbeck Offshore Services   HOSS     5.000     0.549   3/1/2021
Liberty Media Corp           LMCA     2.250    46.986  9/30/2046
MAI Holdings Inc             MAIHLD   9.500    15.895   6/1/2023
MAI Holdings Inc             MAIHLD   9.500    15.895   6/1/2023
MAI Holdings Inc             MAIHLD   9.500    15.895   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
Mashantucket Western
  Pequot Tribe               MASHTU   7.350    15.750   7/1/2026
Navajo Transitional
  Energy Co LLC              NVJOTE   9.000    65.500 10/24/2024
Nine Energy Service Inc      NINE     8.750    36.339  11/1/2023
Nine Energy Service Inc      NINE     8.750    39.480  11/1/2023
Nine Energy Service Inc      NINE     8.750    39.623  11/1/2023
OMX Timber Finance
  Investments II LLC         OMX      5.540     1.342  1/29/2020
Optimas OE Solutions
  Holding LLC / Optimas
  OE Solutions Inc           OPTOES   8.625    89.644   6/1/2021
Optimas OE Solutions
  Holding LLC / Optimas
  OE Solutions Inc           OPTOES   8.625    89.644   6/1/2021
Pride International LLC      VAL      6.875    18.000  8/15/2020
Pride International LLC      VAL      7.875    18.000  8/15/2040
Renco Metals Inc             RENCO   11.500    24.875   7/1/2003
Revlon Consumer Products     REV      6.250    36.342   8/1/2024
Rolta LLC                    RLTAIN  10.750     1.729  5/16/2018
Sears Holdings Corp          SHLD     8.000     1.125 12/15/2019
Sears Holdings Corp          SHLD     6.625     2.814 10/15/2018
Sears Holdings Corp          SHLD     6.625     2.814 10/15/2018
Sears Roebuck Acceptance     SHLD     7.500     0.292 10/15/2027
Sears Roebuck Acceptance     SHLD     6.500     0.811  12/1/2028
Sears Roebuck Acceptance     SHLD     7.000     0.592   6/1/2032
Sears Roebuck Acceptance     SHLD     6.750     0.403  1/15/2028
Sempra Texas Holdings Corp   TXU      5.550    13.500 11/15/2014
Summit Midstream Partners    SMLP     9.500    62.500       N/A
TerraVia Holdings Inc        TVIA     5.000     4.644  10/1/2019
Transworld Systems Inc       TSIACQ   9.500    31.791  8/15/2021
Voyager Aviation
  Holdings LLC / Voyager
  Finance Co                 VAHLLC   9.000    45.920  8/15/2021
Voyager Aviation
  Holdings LLC / Voyager
  Finance Co                 VAHLLC   9.000    46.730  8/15/2021



                            *********

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