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

              Monday, May 17, 2021, Vol. 25, No. 136

                            Headlines

1 BIG RED: Selling Kansas City Property to Sunshine Daily for $710K
1101 S FEDERAL: Real Holding Buying Dania Beach Property for $1.55M
AARNA HOTELS: Gets OK to Hire Moon Wright & Houston as Counsel
ABERCROMBIE & FITCH: S&P Ups ICR to 'BB-' on Improved Performance
ADVANCED POWER: Court Approves Disclosure Statement

AIKIDO PHARMA: Incurs $4 Million Net Loss in First Quarter
AIR CANADA: S&P Affirms 'B+' on Liquidity Strength, Outlook Neg.
ALASKA AIR: Egan-Jones Keeps B Senior Unsecured Ratings
ALLIANCE RESOURCE: Egan-Jones Keeps B Senior Unsecured Ratings
ALLIE'S PARTY: Seeks Cash Collateral Access

ALVIN ESCUE: Sets Bid Procedures for Silverhill Property Auction
AMERICAN AIRLINES: Egan-Jones Keeps B- Senior Unsecured Ratings
AMERICAN BUYITNOW: Wealth Street Buying Orange Property for $50K
AMERICAN LIQUOR: Amended Disclosure Statement Hearing Set
AMERICAN ROCK SALT: S&P Alters Outlook to Pos., Affirms 'B' ICR

APOLLO COMMERCIAL: Egan-Jones Hikes Senior Unsecured Ratings to BB
AQGEN ISLAND: Moody's Assigns First Time 'B3' Corp Family Rating
AQGEN ISLAND: S&P Assigns 'B-' ICR on Leveraged Buyout
ARCHDIOCESE OF SANTA FE: VSM Buying Bernalillo County for $45K
ARTISAN BUILDERS: Unsecureds to Be Paid Within 120 Days From Sale

ASCENA RETAIL: US Trustee Asks Court to Put Part of Plan on Hold
ASP CHROMAFLO: S&P Places 'B-' ICR on CreditWatch Developing
AT HOME HOLDING III: Moody's Puts B2 CFR Under Review for Downgrade
ATKORE INTERNATIONAL: S&P Alters Outlook to Pos., Affirms 'BB-' ICR
ATLANTICA SUSTAINABLE: S&P Affirms 'BB+' ICR, Outlook Stable

AUTOMOTORES GILDEMEISTER: Gets Final Nod on $26.5MM DIP Loan
BAIC: Gets Court Approval to Use Cash Collateral
BEN CLYMER'S: Trustee Sets Bid Procedures for 2 New 2017 MKT Cars
BIDFAIR HOLDINGS: S&P Assigns 'B-' Rating on New $300MM Sr. Notes
BISHOP METAL: Seeks to Tap Calaiaro Valencik as Legal Counsel

BLACKHAWK NETWORK: S&P Raises ICR to 'B' on Improving Fundamentals
BLACKLICK HOTSPOT: Seeks to Hire Elliott & Davis as Legal Counsel
BOY SCOUTS OF AMERICA: Chubb Ltd. Says Plan 'Flawed'
BOY SCOUTS OF AMERICA: CII Says Disclosure Lacks Vital Information
BRAZOS ELECTRIC: Hopeful to Receive Legislative Relief

BRGSSC LLC: Seeks Approval to Hire David Cain as Attorney
BRIAN WITZER: Wins Cash Collateral Access
BRITT TRUCKING: Selling Odessa Industrial Park Property for $500K
BROOKFIELD RESIDENTIAL: Moody's Lowers Sr. Unsecured Notes to B2
BROOKFIELD RESIDENTIAL: Moody's Rates New Dual Tranche Notes 'B2'

BROOKFIELD RESIDENTIAL: S&P Rates New Senior Unsecured Notes 'B+'
BROOKS AUTOMATION: Moody's Puts Ba3 CFR Under Review for Downgrade
C & C ENTITY: May Use Cash Collateral Thru June 5
CALAMP CORPORATION: Egan-Jones Keeps CCC Senior Unsecured Ratings
CEN BIOTECH: Incurs $623K Net Loss in First Quarter

CHART INDUSTRIES: Egan-Jones Keeps BB+ Senior Unsecured Ratings
CHASE MERRITT: Hoffman Buying North Tustin Property for $1.565M
CINCINNATI BELL: Egan-Jones Keeps B- Senior Unsecured Ratings
CITY-WIDE COMMUNITY: Seeks to Tap Wiley Law Group as Legal Counsel
CLEVELAND-CLIFFS :Egan-Jones Keeps B Senior Unsecured Ratings

CLUB CAR: S&P Alters Outlook to Negative, Affirms 'B' ICR
COLIN HOE YOUNG: Dhillon Buying Fremont Property for $3.2 Million
CONN'S INC: Moody's Rates $650MM ABL Revolver Loan 'Ba2'
CONNECTIONS COMMUNITY: Sets Bid Procedures for MAT Assets
CORUS ENTERTAINMENT: DBRS Gives Prov. BB Rating on Sr. Unsec. Notes

COSI INC: Further Fine-Tunes Plan Documents
CRAVE BRANDS: Momkus LLP Represents MEPT Springbrook, Stony Creek
CRESTWOOD HOSPITALITY: Wins Cash Collateral Access Thru June 30
CWGS ENTERPRISES: S&P Rates New Sr. Sec. Credit Facilities 'BB-'
DARREN B. MCCORMICK: Foreign Reps Selling St. Petersburg Property

DARREN B. MCCORMICK: June 1 Hearing on Trustees' Property Sale
DELCATH SYSTEMS: Incurs $6.8 Million Net Loss in First Quarter
DELTA AIR: S&P Affirms 'BB' Issuer Credit Rating, Outlook Negative
DENTALCORP HEALTH: S&P Places 'B-' ICR on CreditWatch Positive
DISCOVERY DAY: Sets Bidding Procedures for Bonita Springs Property

DISH DBS: Moody's Rates New $1.25BB Sr. Unsecured Notes 'B2'
DISH DBS: S&P Rates New $1.25BB Senior Unsecured Notes 'B-'
DOUBLE EAGLE III: Moody's Confirms B2 CFR Amid Pioneer Natural Deal
DOW CHEMICAL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
DYNOTEC INDUSTRIES: Case Summary & 17 Unsecured Creditors

ED'S BEANS: VonBergen Buying All Crazy Mocha Assets for $500K
ENTRUST ENERGY: Seeks to Hire Baker & Hostetler as Legal Counsel
EQM MIDSTREAM: Fitch Affirms 'BB' LT IDR, Outlook Negative
EQT CORP: S&P Rates New Senior Unsecured Notes 'BB', On Watch Pos.
EQUITRANS MIDSTREAM: S&P Affirms 'BB-' ICR, Outlook Stable

EXPO CONSTRUCTION: Flash Says Disclosures Lack Adequate Information
EYEMART EXPRESS: S&P Alters Outlook to Stable, Affirms 'B-' ICR
FDZ HOMES: Sets Bidding Procedures for Palm Springs Property
FERRO CORP: S&P Places 'BB-' ICR on Watch Negative on Prince Deal
FITNESS INTERNATIONAL: S&P Keeps 'CCC+' Issuer Credit Rating

FL SUNSHINE SERVICES: Gets Interim Cash Collateral Access
FREEPORT-MCMORAN: Egan-Jones Hikes Senior Unsecured Ratings to BB+
FRONTDOOR INC: Moody's Ups CFR to Ba2 & Rates New Secured Debt Ba2
FRONTDOOR INC: S&P Assigns 'BB-' Rating on First-Lien Term Loan B
FULL HOUSE: Incurs $3.5 Million Net Loss in First Quarter

FUSE MEDICAL: Incurs $453,323 Net Loss in First Quarter
GATEWAY REST: Sets Bid Procedures for Substantially All Assets
GATEWAY VENTURES: Sun Capital Buying Lot 9 of Gateway Development
GENESIS HEALTHCARE: Seeks Cash Collateral Access Thru Jul 21
GHX ULTIMATE: Moody's Affirms B3 CFR Following Term Loan Upsize

GHX ULTIMATE: S&P Affirms 'B' ICR Following Add-Ons
GIRARDI & KEESE: Erika Jayne to Fight in Court Over Thomas' Assets
GLOBAL DISCOVERY: Seeks to Tap Weiland Golden Goodrich as Counsel
GOODYEAR TIRE: S&P Upgrades ICR to 'BB-' on Cooper Acquisition
GREAT LAKES: Moody's Hikes CFR to B1 & Rates New $325MM Notes B2

GREAT LAKES: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
HALLIBURTON COMPANY: Egan-Jones Keeps B Senior Unsecured Ratings
HARROGATE INC: Fitch Lowers $6MM Revenue Bonds to 'B'
HAVEN CAMPUS: Seeks to Use Origin Bank's Cash Collateral
HAYWARD HOLDINGS: S&P Upgrades ICR to 'BB-', Outlook Positive

HAYWARD INDUSTRIES: Moody's Hikes CFR to B1, Outlook Stable
HCA HEALTHCARE: Egan-Jones Hikes LC Senior Unsecured Rating to BB
HCA INCORPORATED: Egan-Jones Hikes Senior Unsecured Ratings BB
HERITAGE RAIL: Trustee Selling 3 Rail Cars to Clark for $75K
HERT GLOBAL: Shareholder Payout to Rise on Winning Bankruptcy Bid

HERTZ CORP: Bidding Beefs Up Recovery for Unsecureds, Shareholders
HERTZ GLOBAL: New $6B Chapter 11 Plan Sponsor Package Approved
HIDALGO COUNTY: Seeks to Hire Nathaniel Holzer as New Counsel
HILTON GRAND: S&P Rates $1.3BB Term Loan B 'BB', On Watch Negative
HOGAR CARINO: Seeks to Hire Luis Flores Gonzalez as Legal Counsel

HYSTER-YALE MATERIALS: S&P Ups ICR to 'B+' on Proposed Refinancing
INDUSTRIAL & CRANE: Taps Aaron Shapiro as Litigation Counsel
INSPIREMD INC: Incurs $3.2 Million Net Loss in First Quarter
INTERPACE BIOSCIENCES: Incurs $4.2-Mil. Net Loss in First Quarter
IQ EATERY: Seeks to Hire McCullar & Company as Accountant

JAKKS PACIFIC: Incurs $24 Million Net Loss in First Quarter
JONATHAN D. KEEVERS: Selling Haverhill Property for $435K
JUSTIN L. DELAIN: Proposes to Liquidate Wood and Stone Inventory
KAFKA CONSTRUCTION: Unsecured Creditors to Have 2% Recovery in Plan
KAISER ALUMINUM: Moody's Rates New $500M Sr. Unsecured Notes 'B1'

KAISER ALUMINUM: S&P Rates New $500MM Senior Unsecured Notes 'BB'
KATHLEEN ELIZABETH BELL: Files Notice of Approved Property Sale
KERWIN BURL STEPHENS: Seven Ten Offers $1.9M Cash for Godley Land
KESSER ABRAHAM: Case Summary & 3 Unsecured Creditors
KK FIT: May Use Cash Collateral Until Final Hearing Date

KNB HOLDINGS: S&P Raises ICR to 'CCC+', Outlook Stable
KONTOOR BRANDS: S&P Ups ICR to 'BB-' on Strong Consumer Sentiment
LAKE CECILE RESORT: Court Approves Use of Cash Collateral
LEWISBERRY PARTNERS: May Use Cash Collateral Thru June 14
LIFEPOINT HEALTH: S&P Alters Outlook to Pos., Affirms 'B' ICR

LOYE GRADING: Files Emergency Bid to Use Cash Collateral
LOYE GRADING: Taps Ivey, McClellan, Gatton & Siegmund as Counsel
LPL HOLDINGS: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'
LPL HOLDINGS: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
LUTHERAN SOCIAL: Case Summary & 20 Largest Unsecured Creditors

MARCOS DEVARIE DIAZ: Sister Buying San Juan Property for $215K
MATTEL INCORPORATED: Egan-Jones Keeps B- Senior Unsecured Ratings
MAXIMUS INC: S&P Assigns 'BB+' ICR Following VES Acquisition
MEDIQUIP INC: Gets Interim OK to Use Cash Collateral Thru May 31
MERIDIAN PEDIATRICS: Seeks to Tap Steve Severn as Accountant

METRONET SYSTEMS: Moody's Rates New $725MM Secured Loans 'B2'
METRONET SYSTEMS: S&P Rates $710MM 1st-Lien Credit Facility 'B-'
MICHAEL F. RUPPE: Wander Feliz Buying Dover Property for $388K
MIDWEST-ST. LOUIS: Fine-Tunes Plan; Disclosure Hearing June 14
MINAL PHARMACY: Wins Cash Collateral Access

MJ GRAPHICS: Seeks to Use Rapid Finance's Cash Collateral
MOBIQUITY TECHNOLOGIES: Posts $2.2-Mil. Net Loss in First Quarter
MORTGAGE INVESTORS: Voluntary Chapter 11 Case Summary
MRC GLOBAL: S&P Alters Outlook to Stable, Affirms 'B-' ICR
MUELLER WATER: Moody's Raises CFR to Ba1, Outlook Stable

N & B MANAGEMENT: Trustee Selling Allegheny Property for $10K
NATIONAL RIFLE ASSOC.: Board May Appeal Case Dismissal in Texas
NATIONAL TRACTOR: Wins Cash Collateral Access Thru June 18
NEW RESIDENTIAL: DBRS Places B(high) LT Issuer Rating Under Review
NINE ENERGY: Moody's Retains Caa3 Corp. Family Rating

NORDSTROM INC.: DBRS Confirms BB Issuer Rating, Trend Stable
NRG ENERGY: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable
NSA INTERNATIONAL: S&P Ups ICR to 'B-' on Improved Performance
NTH SOLUTIONS: Wins Cash Collateral Access Thru June 11
NUVERRA ENVIRONMENTAL: Incurs $7.6M Net Loss in First Quarter

OBALON THERAPEUTICS: Incurs $4.2 Million Net Loss in First Quarter
OMEROS CORP: Incurs $35.1 Million Net Loss in First Quarter
OVERSEAS SHIPHOLDING: S&P Lowers ICR to 'CCC+', Outlook Negative
PANBELA THERAPEUTICS: Incurs $2.3 Million Net Loss in First Quarter
PANDA STONEWALL: S&P Lowers Rating to 'CCC-' on Refinancing Risk

PAPPY'S TRUCKS: Unsec. Creditors Owed $5.65M to Get $60K in Plan
PARK HOTELS: S&P Rates New $650MM Senior Secured Notes 'B+'
PARKLAND CORP: DBRS Assigns BB Rating on Senior Unsecured Notes
PEAKS FITNESS: Wins Cash Collateral Access Thru Aug. 7
PERATON CORP: S&P Upgrades ICR To 'B+' on Acquisition Closing

PERSPECTA INC: S&P Cuts ICR to 'B+' on Acquisition by Peraton
PGX HOLDINGS: Moody's Upgrades CFR to Caa1, Outlook Stable
PHILIPPINE AIRLINES: In Talks to Reduce Fleet After Mulling Ch.11
PLAMEX INVESTMENT: Wins Cash Collateral Access Thru July 16
PMHC II: S&P Places 'B-' ICR on Watch Dev. on Planned Acquisition

POWER SOLUTIONS: Incurs $18.2 Million Net Loss in First Quarter
PRECISION CASTPARTS: Egan-Jones Keeps B- Senior Unsecured Ratings
PRECISION DRILLING: Egan-Jones Keeps B- LC Senior Unsecured Rating
PULMATRIX INC: Incurs $4.10 Million Net Loss in First Quarter
PURDUE PHARMA: Cuts Down Issues Prior to Disclosures Hearing

RAM AND COMPANY: Ind-Ra Assigns B+ LT Issuer Rating, Outlook Stable
RECYCLING REVOLUTION: Wins Interim Use of Cash Collateral
REGIONAL HEALTH: Posts $2.2 Million Net Loss in First Quarter
REPUBLIC FIRST: Egan-Jones Keeps BB+ Senior Unsecured Ratings
RESTLAND MEMORIAL: Hits Chapter 11 Bankruptcy Protection

RESTORATIONS INC: Court OKs Use of Cash Collateral
RISING TIDE: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
ROBERT ARRUDA: McGlincheys Buying Norwell Property for $1.325M
ROBERT D. SPARKS: Buying The Home Place and Personal Property
ROCKET SOFTWARE: S&P Downgrades ICR to 'B-' on Increased Leverage

ROTM LOFTS: May Use Cash Collateral Thru July 2
SABRE INDUSTRIES: S&P Lowers Rating to 'B' on Increased Leverage
SANITECH LLC: Frost Brown Represents Central Bank, Chement
SC SJ HOLDINGS: FMT Unsecureds to Recover 0.26% to 2.75% in Plan
SCHLUMBERGER N.V.: Egan-Jones Keeps BB- Senior Unsecured Ratings

SCIENTIFIC GAMES: Incurs $9 Million Net Loss in First Quarter
SEADRILL PARTNERS: Chapter 11 Debt Swap Plan Approved by Judge
SEAGATE TECHNOLOGY: Egan-Jones Keeps BB Senior Unsecured Ratings
SEARS HOLDINGS: Vendors Ask Court to Reject Professional Fees Hike
SERTA SIMMONS: S&P Upgrades ICR to 'CCC-', Outlook Negative

SERVICE CORP: Moody's Rates New $800M Sr. Unsecured Notes 'Ba3'
SERVICE CORP: S&P Rates New $800MM Senior Unsecured Notes 'BB'
SHAMROCK FINANCE: Wins Cash Collateral Access
SKECHERS USA: Egan-Jones Keeps BB+ Senior Unsecured Ratings
SKYWORKS SOLUTIONS: Moody's Assigns First Time Ba1 CFR

SLC STUDENT 2008-2: S&P Places 'CC' Rating on B Notes on Watch Dev
SNC-LAVALIN GROUP: DBRS Confirms BB(high) Issuer Rating
SOUTHWEST AIRLINES: Egan-Jones Keeps BB Senior Unsecured Ratings
SPIRIT AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
SPX FLOW: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable

STATION CASINOS: S&P Places 'B+' ICR on CreditWatch Positive
SUBURBAN PROPANE: Moody's Rates New 2031 Unsecured Notes 'B1'
SUBURBAN PROPANE: S&P Rates $650MM Unsecured Notes 'BB-'
SYNCHRONOSS TECHNOLOGIES: Incurs $22.6M Net Loss in First Quarter
T-MOBILE USA: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes

TENNECO INC: S&P Upgrades ICR to 'B+' on Improving Performance
TERRY J. LEMONS: Selling Substantially All Assets for $595K Cash
TEXAS CAPITAL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
TEXAS LEADERSHIP: S&P Raises Bond Rating to 'BB,' Outlook Stable
TIGER ACQUISITION: Moody's Assigns B2 CFR, Outlook Stable

TRAVEL + LEISURE: Egan-Jones Cuts LC Senior Unsecured Rating to B-
TRINITY INDUSTRIES: Egan-Jones Keeps B+ Senior Unsecured Ratings
UNDER ARMOUR: S&P Alters Outlook to Stable, Affirms 'BB' ICR
UNITED STATES CELLULAR: S&P Rates New Senior Unsecured Notes 'BB'
UNITI GROUP: Incurs Second Quarter Net Loss of $4.5 Million

VALERO ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
VASA TRUST 2021-VASA: DBRS Finalizes B(low) Rating on Class F Certs
VBI VACCINES: Incurs $17.6 Million Net Loss in First Quarter
VICTOR J. MORENO: LGAG Realty Buying San Antonio Property for $830K
VOYAGER AVIATION: S&P Withdraws 'SD' Issuer Rating

WASHINGTON PRIME: Creditors Tussle Over Assets as Talks Drag On
WATERBRIDGE OPERATING: S&P Lowers ICR to 'CCC+', Outlook Stable
WHITE STALLION ENERGY: RJR Mining Buying Assets for $285K Cash
WW INTERNATIONAL: S&P Alters Outlook to Stable, Affirms 'B+' ICR
[^] BOND PRICING: For the Week from May 10 to 14, 2021


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1 BIG RED: Selling Kansas City Property to Sunshine Daily for $710K
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1 Big Red, LLC, asks the U.S. Bankruptcy Court for the District of
Kansas to authorize the sale of the real property and improvements
located at 3901-27 Linwood Blvd., in Kansas City, Missouri, to
Sunshine Daily, LLC, for $710,000, subject to higher and better
offers.

The Debtor buys and sells real estate and has a principal location
at 440 E. 63rd Street, Kansas City, Missouri.  Its assets consist
of the Real Property and other real properties as further described
in the Chapter 11 schedules.  

Prior to the commencement of the case, Twin Properties KC, LLC
purchased the Property at a foreclosure sale.  A Trustee's Deed
Under Sale was executed and delivered to Twin Properties following
the foreclosure sale.

On March 26, 2020, Twin Properties filed an unlawful detainer
lawsuit against Debtor in the Circuit Court of Jackson County,
Missouri, Case No. 2016-CV10033.  On April 13, 2020, the Debtor
filed a First Amended Petition in the Circuit Court of Jackson
County, Missouri, Case No. 2016-CV05338 alleging claims for a
wrongful foreclosure sale, quiet title, tortious inference and
other legal theories.  On Dec. 30, 2020, the Court entered an
Amendment Judgment in Case No. 2016-CV10033 granting possession of
the property to Twin Properties.  

On Feb. 1, 2021, Twin Properties filed a motion seeking relief from
the automatic stay in the bankruptcy court to enforce the judgment,
take possession of the property and proceed with the wrongful
foreclosure action in Case No. 2016-CV05338.  The Debtor and Twin
Properties have entered into a Settlement Agreement and Mutual
Release, whereby the Debtor will pay Twin Properties the sum of
$575,000 upon the closing of the sale of the Property provided that
the sale will occur within 60 days after the execution of the Real
Estate Purchase Agreement and include an inspection deadline for
Buyer of no longer than May 30, 2021.  Twin Properties agrees to
execute a Quit Claim Deed to convey the property.  Upon closing,
the Debtor and Twin Properties will release all claims against each
other.  

The Debtor has entered into a Real Estate Purchase Agreement with
Sunshine Daily for the sale of the Property for the sum of
$710,000.  Mackaylee Beach is a member of Sunshine Daily LLC and
may be considered and insider as she has a relationship with Sean
Tarpenning.  The Debtor is certainly willing to entertain higher
and better offers from other buyers, but believes that it must move
forward immediately.

Pursuant to the Real Estate Purchase Agreement entered into between
the Debtor and Sunshine Daily, the Debtor proposes to sell the
Property.  The Debtor seeks the specific authority to sell the
Property free and clear of all liens.  The Debtor and Twin
Properties have entered into a Settlement Agreement and Release
wherein the Debtor will pay Twin Properties the amount of $575,000
upon closing of the sale of this property as more fully set forth
in the Motion to Approve Settlement Agreement Pursuant to Federal
Rules of Bankruptcy Procedures 9019 filed simultaneously with the
Motion.

At closing, the Debtor will pay real estate taxes, usual and
customary closing costs.  Any excess proceeds will be held in the
Debtor's DIP bank account until further order of the Court.

The Debtor believes that the proposed Sale to Sunshine Daily is
reasonable and for a fair market value.

A copy of the Contract is available at https://tinyurl.com/pwd9ajwj
from PacerMonitor.com free of charge.

              About 1 Big Red, LLC
        
1 Big Red, LLC, principally located at 440 E. 63rd St., Kansas
City, MO 64110, is engaged activities related to real estate.

1 Big Red, LLC sought Chapter 11 protection (Bankr. D. Kan. Case
No. 21-20044) on Jan. 15, 2021.  The case is assigned to Judge
Robert D. Berger.

The Debtor listed total assets at $2.5 million and $3,094,099 in
estimated liabilities.
       
The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A. as
counsel.

The petition was signed by Sean Tarpenning, CEO.



1101 S FEDERAL: Real Holding Buying Dania Beach Property for $1.55M
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1101 S Federal Highway, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida to authorize the sale of its two
parcels of commercial real property, commonly known as: 1121 S.
Federal Highway, Broward County, Dania Beach, Florida; and 1101 S.
Federal Highway, Broward County, Dania Beach, Florida, to Real
Holding, LLC, for $1.55 million, subject to higher and better
offers.

The Debtor owns the Property.  It has received an offer for the
purchase of it through the Commercial Contract from the Buyer.  The
sale price is $1.55 million, "as-is, where-is," with no warranties,
except as to marketable title.  Commissions are paid by the Buyer.
The closing will occur within 10 days after expiration of the due
diligence period of 45 days.

The Commercial Contract is subject to conditions that the case will
be dismissed, and that the Debtor will net a minimum of $100,000,
and it is anticipated that the Court will not approve either of
those conditions.

During the 21 days notice period, competing offers may be
considered.  

The Debtor is not transferring any personally identifiable
information in connection with the sale.

The known lienholders are:

      a. Broward County Tax Collector, for real property taxes;

      b. Michael Scotto and Ralph Scotto, mortgagees;

      c. Florida Department of Revenue, lienor;

      d. North Star Entertainment Firm LLC, holdover from a
disputed tenancy, and an unrecorded right of first refusal, which
is disputed;

      e. U.S. Small Business Administration, lien on personal
property; and

      f. Assouline & Berlowe, a law firm holding a charging lien,
disputed as to amount.

The Debtor intends to clarify certain terms of the Commercial
Contract, such as the requirement that be accepted on the day it
was presented, and adjusting the terms to be consistent with the
requirements of the Bankruptcy Code, Bankruptcy Rules, and Local
Rules.

The Debtor intends to promptly file a Plan of Liquidation which
will provide for the sale of its real property within the exemption
from transfer taxes provided by 11 U.S.C. Section 1146(a).

A copy of the Contract is available at https://tinyurl.com/3nnjhs8w
from PacerMonitor.com free of charge.

                   About 1101 S Federal Highway

1101 S Federal Highway, LLC, a Dania, Fla.-based company operating
in the commercial real estate industry, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr.
S.D. Fla. Case No. 21-12382) on March 12, 2021.  Huu Van Nguyen,
manager, signed the petition.  In its petition, the Debtor
disclosed $2,812,700 in assets and $1,669,792 in liabilities.
Judge Peter D. Russin presides over the case.  Kevin Christopher
Gleason, Esq., at Florida Bankruptcy Group, LLC, represents the
Debtor as legal counsel.



AARNA HOTELS: Gets OK to Hire Moon Wright & Houston as Counsel
--------------------------------------------------------------
Aarna Hotels, LLC received approval from the U.S. Bankruptcy Court
for the Western District of North Carolina to employ Moon Wright &
Houston, PLLC as its bankruptcy counsel.

The firm will render these legal services:

     (a) advise the Debtor regarding its powers and duties in the
continued operation of its business and management of its
properties;

     (b) negotiate, prepare, and pursue confirmation of a Chapter
11 plan and approval of a disclosure statement, and all related
reorganization agreements or documents;

     (c) prepare legal papers;

     (d) represent the Debtor in all adversary proceedings related
to the Debtor's Chapter 11 case;

     (e) represent the Debtor in all litigation arising from or
relating to causes of action owned by the estate or defending
causes of action brought against the estate, in any forum;

     (f) appear in court; and

     (g) perform all other legal services for the Debtor that may
be necessary and proper in the Chapter 11 proceeding.

The hourly rates of principal attorneys and paralegals designated
to represent the Debtor are as follows:

     Richard S. Wright           $550
     Andrew T. Houston           $525
     Caleb Brown                 $325
     Shannon L. Myers, Paralegal $180
     Amy Murray, Paralegal       $150

In addition, the firm will seek reimbursement for all expenses
incurred.

Richard Wright, Esq., a partner at Moon Wright & Houston, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Richard S. Wright, Esq.
     Caleb Brown, Esq.
     Moon Wright & Houston, PLLC
     121 W. Trade Street, Suite 1950
     Charlotte, NC 28202
     Telephone: (704) 944-6560
     Facsimile: (704) 944-0380
     Email: rwright@mwhattorneys.com
            cbrown@mwhattorneys.com

                        About Aarna Hotels

Aarna Hotels, LLC is a limited liability company formed in 2017
under the laws of the State of North Carolina. It owns and operates
an Aloft branded hotel located at 3928 Memorial Parkway in
Charlotte, North Carolina.

Aarna Hotels sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.C. Case No. 21-30249) on April 29,
2021. In the petition signed by Anuj N. Mittal, manager, the Debtor
disclosed up to $50 million in both assets and liabilities. Judge
Laura T. Beyer oversees the case.  Richard S. Wright, Esq., at Moon
Wright & Houston, PLLC, is the Debtor's legal counsel.


ABERCROMBIE & FITCH: S&P Ups ICR to 'BB-' on Improved Performance
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on New Albany,
Ohio-based specialty apparel retailer Abercrombie & Fitch Co.'s
(ANF) to 'BB-' from 'B+'. At the same time, S&P raised its
issue-level rating on its senior secured notes to 'BB' from 'BB-'.
The '2' recovery rating is unchanged.

The stable outlook reflects S&P's expectations for ANF's operating
performance to continue its healthy recovery over the next 12
months as it resumes pre-pandemic positive sales trends at the
Abercrombie & Fitch brand while maintaining solid performance at
Hollister.

S&P said, "We expect resilient fourth-quarter 2020 earnings
performance will set the tone for a steady recovery in 2021, with
adjusted leverage remaining below 3x. Despite a difficult operating
environment, ANF's 2020 results outperformed our former base case,
thanks to a significant recovery in operating performance during
the second half of the year. In fourth-quarter 2020, global sales
declines moderated to the mid-single-digit-percent area (and down
3% in the U.S., where the company realizes about 70% of its total
sales) due to strong growth in digital sales. The company's sales
had dropped significantly at negative 34% at the peak of the
pandemic amid store closures, and about 13% of its global store
base was closed (mainly due to lockdowns in Europe) as of the end
of fiscal 2020. In addition, the company's gross margin exceeded
our expectations and adjusted leverage at 2.7x in 2020. As a result
of cost savings, including its very lean inventory positions, lower
promotional intensity, and fleet rationalization, the company
limited S&P Global Ratings-adjusted EBITDA margin declines to about
100 basis points (bps) in 2020, which partly offset the decline in
operating leverage.

"In 2021, we expect the company to return to growth as consumer
demand for its brands should benefit from the continued trend
toward casual apparel and the fact that schools are reopening in
the U.S. In addition, we expect future store reopenings in Europe
and the company's loyalty program to provide growth tailwinds this
year. Moreover, we expect higher sales volumes and lower occupancy
expenses to lead to steady cash flow and earnings, with leverage
remaining below 3.0x. As such, we revised our financial risk
profile to intermediate from significant."

Industry headwinds remain despite rapid growth in digital sales.
The company continues optimizing its global store network by
closing 137 locations and reducing its total gross square footage
about 17% in fiscal 2020. As customers' shopping preferences
continue to shift, we expect ANF to close an additional 25-30
stores in 2021. S&P believes the rightsizing of its store fleet and
renegotiated lease terms (50% of its leases are up for renewal in
two years) will provide the company with flexibility to realize
incremental occupancy savings.

ANF's digital channel revenue has nearly doubled over the past year
to account for approximately 54% of total fiscal 2020 sales, and we
believe digital penetration will remain strong in 2021 even as
consumer behaviors normalize somewhat. Even after the pandemic, S&P
believes a good portion of shopping for specialty has permanently
shifted online because of the increased infrastructure to support
this channel and consumer shopping preferences. As ANF reduces its
brick and mortar footprint and mall exposure, S&P believes its
ability to offer a differentiated and seamless customer
experience--both in store and online--will be essential to
long-term success.

S&P's rating incorporates its view that the company remains
vulnerable to changes in consumer discretionary spending and
fashion risks. Given the fierce competition at the apparel retail
segment with inherent fashion risks and tough industry dynamics,
execution misses on product assortments could pressure earnings and
deteriorate credit metrics more than we envision.

Elevated cash balances, a low level of debt, and a moderate
financial policy support the rating on ANF. With strong free cash
flow generation of about $300 million for the year, the company
reported a sizable $1.1 billion cash balance as of the end of
fiscal year 2020, notably exceeding its debt burden of $350
million, which resulted in a negative net debt position. While the
company suspended its share repurchase and dividend programs in
fiscal 2020, the company has now resumed its share repurchase
activity in 2020. Still, S&P expects the company to maintain its
moderate financial policy using internally generated cash flow to
fund capital expenditures and moderate share repurchases, while
keeping substantial cash on its balance sheet.

S&P said, "The stable outlook reflects our expectations for ANF's
operating performance to continue its healthy recovery over the
next 12 months as it resumes pre-pandemic positive sales trends at
the Abercrombie & Fitch brand while maintaining solid performance
at Hollister. We also expect adjusted leverage to remain in the
mid-2x area."

S&P could lower its rating on ANF if its credit metrics deteriorate
such that adjusted leverage stays above 3x. This could occur if:

-- The company fails to reposition the Abercrombie & Fitch brand
or if there is a significant reversal of operating trends at
Hollister due to merchandise missteps or lower-than-anticipated
recovery in apparel spending, causing more promotional activities
that significantly hurt sales and profitability. Under this
scenario, sales would decline materially, and gross margin would
contract 150 bps below our base-case forecast.

-- 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 ANF if:

-- The company's operating prospects and competitive standing
improves enough to approach its larger and more diversified
competitors. This could happen if ANF sustains its growth in
digital sales while demonstrating a track record of consistent
positive operating performance for both of its key brands,
resulting in an expanded EBITDA base.

-- S&P expects the company to maintain debt to EBITDA below 3x on
and a financial policy supporting credit metrics at this level.



ADVANCED POWER: Court Approves Disclosure Statement
---------------------------------------------------
Judge Peter D. Russin has entered an order approving the Disclosure
Statement of Advanced Power Technologies, LLC.

A hearing to consider confirmation of the Debtor's Plan and
approval of fee application will be held on Tuesday, June 15, 2021,
at 1:30 p.m. via Zoom.  The hearing will be by video conference
using the services of Zoom Video Communications, Inc. before The
Honorable Peter D. Russin.

The deadline for filing objections to claims is June 1, 2021.

The deadline for filing ballots accepting or rejecting the Plan is
June 8, 2021.

The deadline for filing objections to confirmation of the Plan is
June 10, 2021.

                About Advanced Power Technologies

Advanced Power Technologies, LLC --
http://www.advancedpowertech.com/-- offers interior and exterior
lighting, signage, and electrical service needs throughout the
United States and Canada. It works with commercial, hospitality,
industrial, institutional, restaurant, and retail clients to save
energy and reduce operating costs.

Advanced Power Technologies, LLC, based in Pompano Beach, Fla.,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-13304) on
March 11, 2020. In the petition signed by Devin Grandis, president,
the Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.  

Judge Peter D. Russin Bradley replaced Judge Paul G Hyman Jr., who
previously oversaw the case.  Bradley S. Shraiberg, Esq., at
Shraiberg Landau & Page PA, serves as the Debtor's bankruptcy
counsel.

The U.S. Trustee was not able to appoint an Official Committee of
Unsecured Creditors for the Debtor.


AIKIDO PHARMA: Incurs $4 Million Net Loss in First Quarter
----------------------------------------------------------
Aikido Pharma Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $3.96 million for the three months ended March 31, 2021,
compared to a net loss of $8.33 million for the three months ended
March 31, 2020.

As of March 31, 2021, the Company had $104.93 million in total
assets, $559,000 in total liabilities, and $104.37 million in total
stockholders' equity.

The Company continues to incur ongoing administrative and other
expenses, including public company expenses, in excess of
corresponding (non-financing related) revenue.  While the Company
continues to implement its business strategy, it intends to finance
its activities through managing current cash on hand from the
Company’s past debt and equity offerings.

During the first quarter of 2021, the Company consummated a public
offering of 53,905,927 shares of common stock (including the
underwriter overallotment).  The Company received net proceeds of
approximately $78.0 million after deducting underwriting discounts
and commissions and estimated offering expenses payable by the
Company.  Based upon projected cash flow requirements, the Company
has adequate cash to fund its operations for at least the next
twelve months from the date of the issuance of these consolidated
financial statements.

Management is currently evaluating the impact of the COVID-19
pandemic on the industry and has concluded that while it is
reasonably possible that the virus could have a negative effect on
the Company's financial position, results of its operations or
search for drug candidates, the specific impact is not readily
determinable as of the date of these consolidated financial
statements.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

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

https://www.sec.gov/Archives/edgar/data/12239/000121390021025331/f10q0321_aikidopharma.htm

                       About Aikido Pharma

Headquartered in New York, NY, Aikido Pharma Inc. fka Spherix
Incorporated -- http://www.spherix.com-- was initially formed in
1967 and is currently a biotechnology company seeking to develop
small-molecule anti-cancer therapeutics.  The Company's activities
generally include the acquisition and development of technology
through internal or external research and development.  In
addition, the Company seeks to acquire existing rights to
intellectual property through the acquisition of already issued
patents and pending patent applications, both in the United States
and abroad.  The Company may alone, or in conjunction with others,
develop products and processes associated with technology
development.  Recently, the Company has invested in and helped
develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and
with its recent asset acquisition with CBM BioPharma, Inc. in
December 2019.

Aikido Pharma reported a net loss of $12.34 million for the year
ended Dec. 31, 2020, compared to a net loss of $4.18 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$30.49 million in total
assets, $877,000 in total liabilities, and $29.62 million in total
stockholders' equity.


AIR CANADA: S&P Affirms 'B+' on Liquidity Strength, Outlook Neg.
----------------------------------------------------------------
On May 10, 2021, S&P Global Ratings affirmed its ratings, including
its 'B+' issuer credit rating, on Air Canada.

The negative outlook reflects uncertainty about the timing and
magnitude of Air Canada's recovery given ongoing travel
restrictions amid the spread of new coronavirus variants, and the
ensuing negative impact this could have on the company's credit
metrics and, ultimately, liquidity.

Pandemic-related travel restrictions and the slow pace of
vaccinations will weigh on Air Canada's earnings and cash burn in
2021. A slow start to the COVID-19 immunization program and the
spread of coronavirus variants in Canada is strengthening travel
restrictions and stay-at-home advisories. S&P said, "As a result,
we now expect Air Canada's passenger traffic to be about flat to
only modestly higher than 2020 and for earnings and cash burn to be
meaningfully weaker than our previous expectations. Specifically,
for 2021, our revised forecast implies a negative C$1.0 billion to
C$1.3 billion adjusted EBITDA compared with our November 2020
expectation of positive C$700 million to C$800 million." Gross cash
burn for 2021 is also expected to be significant at C$5.7
billion-C$6.0 billion when incorporating mandated ticket refunds
and scheduled debt repayments.

Recovery will likely lag that of U.S. peers, in part owing to Air
Canada's greater exposure to international and business traffic.
S&P said, "Considering the anticipated pace of vaccinations in the
Canadian population, which we estimate could average 6%-8% weekly,
it appears plausible that Canada can achieve the federal public
health modelling consideration for loosening restrictions of
75%-single dose and 20%-fully vaccinated by late June or early
August. Against this backdrop, we believe Air Canada's passenger
traffic could increase in fourth-quarter 2021 to as much as 50%-60%
of fourth-quarter 2019 levels, which is about two quarters behind
the U.S. Thereafter, we expect seat capacity and demand to
accelerate through 2022 for domestic, U.S. transborder, and the
Mexico and Caribbean markets for leisure or friends and family
visits, given pent-up demand amid strong consumer purchasing power;
these segments formed a significant 55%-plus of passenger revenue
pre-pandemic."

However, given that Air Canada is indexed to profitable business
and international travel, S&P believes a near-full recovery of its
revenue and profitability will take more time compared with its
U.S. network airline peers. Nevertheless, cost actions, including
aircraft fleet changes, amid an arguably rational near-term pricing
environment, should allow the company to benefit from improved
operating leverage, while positioning the company for meaningful
operating cash flow over the next couple of years as air traffic
rebounds.

Significant new liquidity should provide the company with a bridge
to positive cash flow by late 2022. On a pro forma basis, following
the up to C$5.86 billion liquidity support from the Government of
Canada, Air Canada has more than C$12 billion of available
liquidity as of March 31, 2021, in S&P's opinion. S&P said,
"Factoring in expected cash burn through 2022 (unmitigated by
additional aircraft financing), we believe the company should be
able to sustain more than C$6 billion of liquidity at year-end
2022, which affords it meaningful financial flexibility, in our
opinion, and is an important factor supporting our rating on Air
Canada. While we expect S&P Global Ratings adjusted debt could
increase by more than C$6.5 billion from 2019 owing to the pandemic
and the delayed recovery, we remain convinced of the company's
ability to meaningfully increase revenue and cash flow within the
next couple of years and for credit metrics to improve to levels
more commensurate with the rating (notably lease-adjusted funds
from operations [FFO] to debt of about 10% for 2022, improving to
over 20% in 2023).

Lowered recovery prospects for second-lien lenders reflect dilution
from additional debt issued to the Government of Canada. S&P said,
"Our updated recovery analysis incorporates new debt issued to the
Government of Canada as part of the liquidity program. We see the
loyalty program-backed debt (C$1.5 billion) as a priority claim
against all creditor groups, and therefore we have allocated this
claim to all claimants on a pro rata basis. Incorporating
additional unsecured debt (totaling about C$3.9 billion) leads to a
lower recovery (10% from 20%) for the second-lien creditors.
However, the '5' recovery rating is unchanged."

The negative outlook reflects uncertainty regarding the timing and
magnitude of Air Canada's recovery given ongoing travel
restrictions amid the spread of new coronavirus variants, and the
ensuing negative impact this is having on the company's balance
sheet and credit metrics. S&P said, "Our base-case scenario
contemplates a gross cash burn of more than C$5.7 billion in 2021
and, absent a marked turnaround of revenue growth (we expect
revenue to more than double in 2022), we believe such a level of
cash outflow could challenge the company's ability to improve debt
leverage to levels appropriate for the current rating."

S&P said, "We could lower our rating in the next 12 months if we
revise our liquidity assessment to adequate from strong and we
expect FFO to debt to remain negative in 2022 or below 12% in 2023.
This could occur if progress on mitigating the pandemic through
vaccination and other measures is materially slower than we expect,
causing commercial air traffic to remain very weak through 2022 and
eroding Air Canada's liquidity.

"Although unlikely before 2022, we could revise our outlook to
stable if we see sustained improvements in air traffic and are
confident that Air Canada's adjusted FFO to debt will move above
12% in 2022 and continue to improve thereafter. This could occur if
the lifting of international travel restrictions and a reduction in
the public's perceived risk of contracting the coronavirus
contribute to a meaningful increase in air travel demand.
Maintaining at least strong liquidity would be a further condition
for such a change."



ALASKA AIR: Egan-Jones Keeps B Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on April 27, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Alaska Air Group, Inc.

Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an
airline holding company.



ALLIANCE RESOURCE: Egan-Jones Keeps B Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on April 30, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Alliance Resource Partners, L.P.

Headquartered in Tulsa, Oklahoma, Alliance Resource Partners, L.P.
produces and markets coal to United States utilities and industrial
users.



ALLIE'S PARTY: Seeks Cash Collateral Access
-------------------------------------------
Allie's Party Equipment Rental, Inc. asks the U.S. Bankruptcy Court
for the Southern District of California for authority to use cash
collateral pending a hearing in accordance with the proposed
budget, with a 10% variance.

The Debtor needs to use cash to pay certain expenses to preserve
its business as a going concern so that it can reorganize under
Subchapter V of Chapter 11 of the Bankruptcy Code. Those expenses
include, among other things, weekly payroll, payroll processing
charges, and associated burden, employee health insurance, rent for
the Debtor's two operational facilities and its storage facility,
business and vehicle insurance, fuel and maintenance expenses for
vehicles, website hosting, and utilities.

The Debtor also seeks to continue making regular payments on its
secured debts, such as equipment loans.

The Debtor' business has been and continues to be negatively
impacted by the COVID-19 pandemic and related severe, mandatory
restrictions on social gatherings. The Debtor's business also has
been affected by certain pending class action wage and hour
litigation.

To the best of the Debtor's knowledge, there are two secured
creditors who potentially have blanket liens on the Debtor's assets
such that they might have rights in cash collateral which are
First-Citizens Bank & Trust Company and the U.S. Small Business
Administration.

The Debtor's proposed budget includes monthly adequate protection
payments to secured creditor First-Citizens given the Debtor's use
of cash and its continued use of vehicles financed by
First-Citizens. Thus, the budget includes the regular payments due
on six vehicles financed by First-Citizens, which vehicles are
essential to the Debtor’s business; and it includes a monthly
estimated interest-only payment to First-Citizens with respect to
the secured line of credit provided by First-Citizens.

The proposed budget also includes the regular monthly payments to
secured creditor Toyota on account of loans on three vehicles, to
secured creditor John Deere on account of a loan on a tractor, and
to secured creditor Ally Bank on account of a loan on a vehicle.
These payments constitute adequate protection to such secured
creditors on account of the Debtor's continued use of the
vehicles/equipment financed by such secured creditors.

The Debtor also includes in the proposed budget adequate protection
payments to secured creditor SBA in the amount of $731 per month on
account of a COVID-19-related Economic Injury Disaster Loan, which
requires payments to commence in June 2021. This proposed SBA
payment represents interest only.

The Debtor projects that its monthly revenue for each of the next
three months will average approximately $150,000 (for a total of
$450,000 over 90 days) such that the cash that will be spent for
the proposed expenses will be replaced each month through ordinary
course business operations.

A copy of the motion and the Debtor's proposed budget is available
for free at https://bit.ly/3y82yRX from PacerMonitor.com.

               About Allie's Party Equipment Rental

Allie's Party Equipment Rental, Inc., which offers party equipment
rental services in 130 Vallecitos De Oro, San Marcos, California,
filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 21-01804) on
April 30, 2021.  The petition, signed by Michael B. Nicholson,
president, disclosed $1,055,520 in total assets and $5,143,074 in
total liabilities.

Judge Christopher B. Latham oversees the case.

Curry Advisors, A Professional Law Corporation, represents the
Debtor as counsel.  Judge Christopher B. Latham is assigned to the
case.  Jean Goddard has been appointed as the Debtor's Subchapter V
Trustee.



ALVIN ESCUE: Sets Bid Procedures for Silverhill Property Auction
----------------------------------------------------------------
Alvin Escue and Phyllis Escue ask the U.S. Bankruptcy Court for the
Western District of Texas to authorize the online auction sale of
their real property located at located at 20150 County Road 55,
Silverhill, in Alabama 36576, that consists of a house and
approximately 74.79 acres.

The Debtor owns the Real Property.  The Real Property is subject to
a first-priority security interest of Citizens Bank, Inc., which
has a valid first-priority deed of trust interest and will be
allowed to credit bid its then due-claim amount.  Citizens Bank
filed Claim 14 in the amount of $83,192.44 and an Order approving
an application for interest, fees and expenses through Feb. 28,
2021 of $7,157.33.  The Debtors anticipate additional interest and
attorney fees due to its over-secured status and possibly other
liens, including a purported judgment lien.

By the Motion, the Debtors seek the Court's approval of the sale of
the Real Property free and clear of liens, claims, interests and
encumbrances via an auction conducted by Tranzon Asset Advisors as
outlined in the Memorandum filed contemporaneously with the Motion.
They believe that the auction sale process is in the best interest
of the estate, and creditors insofar as the offer will produce the
best opportunity for an economic benefi to the estate.

The Debtor proposes the following bid procedures for the Sale
Assets:

     a. Initial Bid: Any party: (a) that submits a bidder
registration meeting the criteria defined; and (b) provides a valid
credit card and accepts a preauthorization hold in the amount of
$9,999 will be considered a Qualified Bidder and given access to
the bidding portal.

     b. Auction: The Online Auction will begin on TBD 2021, at 9:00
a.m., (CT), at www.tranzon.com.  The auction will continue until
the scheduled closing, at 2:00 pm. (CT) on TBD.  In the
determination of the Debtor, its Agent, and the First Mortgage
Lienholder, the Closing Time may be extended.  Any bids placed
within four minutes of the scheduled closing of the bid will cause
the bidding to automatically reset (extend) to four minutes.  This
process of extended bidding will continue until such time as no
bids are placed for at least four minutes, at which time the
bidding will automatically close unless extended as described.

     c. Bid Increments: $5,000

     d. Sale Hearing: A hearing on the sale will occur within 30
days of the selection of the Successful Bid.

     e.  The First Mortgage Lienholder (or any special purpose
entity formed by the First Mortgage Lienholder for the purposes of
credit-bidding) may credit bid at any time throughout the process
set forth.

There will be a buyer's premium of 10% which will be paid to the
Agent at closing.  Further, the Agent will pay any appropriately
registered Successful Bidder's broker who represents the Successful
Bidder a fee of 2% commission from the buyer's premium.  The Buyer
will pay all deed taxes due and payable at closing and will assume
the 2019 real property taxes, and all subsequent year taxes when
due, etc.

The Debtors request an expedited hearing on the Motion in order to
conduct the auction sale by the end of September 2021.

The Chapter 11 case is In re Alvin Escue and Phyllis Escue (Banks.
W.D. Tex. Case No. 20-11294).



AMERICAN AIRLINES: Egan-Jones Keeps B- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by American Airlines Group Inc. EJR also maintained its
'B' rating on commercial paper issued by the Company.

Headquartered in Fort Worth, Texas, American Airlines Group Inc.
operates an airline that provides scheduled passenger, freight, and
mail service throughout North America, the Caribbean, Latin
America, Europe, and the Pacific.



AMERICAN BUYITNOW: Wealth Street Buying Orange Property for $50K
----------------------------------------------------------------
American Buyitnow Investments, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of Texas to authorize the sale of the real
estate located at 4 Childers, in Orange, Texas, to Wealth Street
Capital LLC for $50,000.

Objections, if any, must be filed 21 days from the date of service
of notice.

The Debtor operates a business to purchase and possess real estate
holdings, with the purpose of rehabilitating, renting, and selling
properties for a profit.  Among the list of assets scheduled in the
case is the property.

Joyce Morris Trust has a valid 1st lien on the property in the
amount of $340,060.  Home Tax Solutions has a valid statutory lien
on the property for taxes, with a payoff of $9,040.30.  Orange
County is also owed $1,911.80 for 2020 taxes.

A sale of the property has been negotiated by the Debtor to the
Buyer for $50,000, on the terms of their One to Four Family
Residential Contract.  The sale is in the best interest of the
estate.  Prior to the Bankruptcy filing, the Debtor estimated the
value of the property at $61,492.

The statutory lien of Home Tax Solutions will be paid in full at
closing, Orange County will be paid for the 2020 taxes, and the
remaining net proceeds will be turned over to the Joyce Morris
Trust.  In return, Joyce Morris Trust agrees to release the lien
against the property at 4 Childers, Orange, Texas, while
maintaining its lien against the remaining property, per its
security documents.   

The Debtor prays for an order (i) allowing the sale of the property
free and clear of all liens; (ii) allowing it to pay all closing
costs; (ii) allowing it to pay off Home Tax Solutions in the
approximate sum of $9,040.30 upon closing; (iv) allowing to pay
Orange County in the approximate sum of $1,911.80 upon closing; and
(v) directing that the remaining net proceeds will be paid to Joyce
Morris Trust, who will then release the lien against the property.

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

              About American Buyitnow Investments

American BuyItNow Investments, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Tex. Case No. 20-10486) on Dec. 1, 2020,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by MAIDA CLARK LAW FIRM, P.C.



AMERICAN LIQUOR: Amended Disclosure Statement Hearing Set
---------------------------------------------------------
On May 10, 2021, Debtor American Liquor & Foodmart, LLC filed with
the U.S. Bankruptcy Court for the Central District of Illinois an
Amended Disclosure Statement and an Amended Plan of Reorganization.
On May 11, 2021, Judge Thomas L. Perkins ordered that:

     * June 20, 2021, is fixed as the last day for filing and
serving written objections to the Amended Disclosure Statement.

     * June 22, 2021, at 10:00 a.m., is fixed for the hearing on
approval of the Amended Disclosure Statement by Telephone
Conference.

A full-text copy of the order dated May 11, 2021, is available at
https://bit.ly/3uUa0Os from PacerMonitor.com at no charge.

                    About American Liquor & Foodmart

American Liquor & Foodmart, LLC, a privately held company that owns
and operates convenience store and gas station, filed a voluntary
Chapter 11 petition (Bankr. C.D. Ill. Case No. 20-80044) on Jan 13,
2020. In the petition signed by Pradeep Kataria, manager, the
Debtor estimated $1 million to $10 million in both assets
liabilities.  Judge Thomas L. Perkins oversees the case.  Sumner A.
Bourne, Esq., at Rafool, Bourne & Shelby, P.C., is the Debtor's
legal counsel.


AMERICAN ROCK SALT: S&P Alters Outlook to Pos., Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Mount Morris, N.Y.-based
salt producer American Rock Salt LLC to stable from positive and
affirmed its 'B' issuer credit rating.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed $470 million
first-lien term loan due 2028 and our 'CCC+' issue-level rating and
'6' recovery rating to its proposed $100 million second-lien term
loan due 2029.

"The stable outlook reflects our forecast that American Rock Salt's
leverage will increase to about 6.5x in fiscal year 2021. Assuming
that its revenue and EBITDA generation remain in line with
long-term historical averages, we expect the company to improve its
debt to EBITDA to the 5x-6x range in 2022."

American Rock salt is refinancing its capital structure to extend
its maturity profile and pay a distribution to its owners and
implementing organizational changes to improve its cash flow and
increase its asset coverage. The company is issuing a $470 million
first-lien term loan due 2028 and a $100 million second-lien term
loan due 2029, which it will use the proceeds from to repay the
$390.8 million outstanding on its $410 million first-lien term loan
due 2025 and make a $207 million distribution to its shareholders.
The $207 million distribution includes a $4.9 million payment to
its owners for tax purposes and incorporates management's planned
consolidation of NOMI Holder LLC and other related entities with
the operating entity American Rock Salt Co LLC, including the
transfer of mineral rights. These subsidiaries will also be added
as guarantors of the company's debt. The consolidation eliminates
all of the royalty and rent payments American Rock Salt previously
paid, which will reduce its costs by approximately $4.1 million
annually. The transaction also improves the company's maturity
profile because its unrated asset-based lending facility (ABL) is
being upsized to $70 million and the maturity extended three years
to 2026. It is also extending the maturity of its first-lien term
loan by three years to 2028. The proposed second-lien term loan
matures in 2029.

S&P said, "We expect the company's debt leverage to increase above
6x, which compares with our prior expectation of less than 5x. We
expect American Rock Salt's adjusted debt to EBITDA to increase to
about 6.5x in fiscal year 2021 (ending September 2021), which
compares with its pro forma fiscal-year 2020 leverage of 4.6x and
our prior expectation for leverage of less than 5x. The
deterioration in the company's credit metrics stems from the
approximately $179 million increase in its debt. While we assume an
11%-12% increase in American Rock Salt's EBITDA in 2021, due to a
higher expected level of tons sold, lower associated idling costs,
and lower royalty and rent payments from the NOMI consolidation,
the improvement is not sufficient to offset the increase in its
debt.

"Our assessment of American Rock Salt's business risk primarily
reflects its modest scale of operations, exposure to weather
volatility, and above-average margins. The company operates only
one mine and has a narrow geographic reach primarily serving its
core markets of New York and Pennsylvania. With less than $300
million in annual revenue, it is smaller in terms of its output and
the breadth of its assets than most other mining companies we rate.
For example, Compass Minerals International Inc., which is a large
salt producer, generated approximately $1.38 billion of revenue in
2020. While having greater scale does not insulate companies from
the risks associated with mining, it does reduce the effects of
closures or disruptions at individual mining facilities on their
performance. This is especially true for salt mines because of the
potential for earnings volatility stemming from the highly seasonal
demand for salt, which is tied to weather patterns. This is
partially offset by the lack of cost-effective substitutes for the
company's products, its market's high barriers to entry, and the
necessity of its product. We view de-icing salt as
recession-resistant because local governments consider it a
nondiscretionary expense due to the overriding concern for public
safety. The company's highly variable operating cost structure also
typically supports stable, above-average margins relative to those
of the other mining companies we rate.

"The stable outlook on American Rock Salt reflects our view that,
pro forma for the transaction, its leverage will increase but
remain within our expectations for the current rating. We expect
the company's debt to EBITDA to rise to about 6.5x in fiscal 2021,
which compares with our previous forecast for less than 5.0x. Our
forecast assumes normalized weather conditions for the next 12
months, thus we expect its revenue and EBITDA generation to remain
in line with its long-term historical averages.

"We could lower our rating on American Rock Salt if shareholder
returns and a protracted period of earnings weakness cause its
adjusted debt to EBITDA to rise above 7x, its liquidity to decline,
and its EBITDA interest coverage to fall below 2x. We believe such
a scenario could occur due to consecutive seasons of weak demand
after large distributions, potentially higher levels of capital
spending, or an extended operational disruption at the company's
single salt mine. We estimate that its leverage would rise above 7x
if its adjusted EBITDA declined below $85 million in 2021, which
indicates an earnings cushion of less than 10%.

"A positive rating action is unlikely in the next 12 months given
our expectation that American Rock Salt's adjusted debt leverage
will be about 6.5x in 2021. However, we could raise our rating if
the company's credit measures improve such that it sustains
adjusted debt to EBITDA of less than 4x while maintaining
above-average EBITDA margins (greater than 25%) over the next
couple of winters. This could occur if American Rock Salt reduces
its debt below $365 million, which we estimate will not occur in
our forecast window if management maintains its track record of
distributing excess cash flow as dividends. We could also raise our
rating if the company's EBITDA increased well above our
expectations, likely due to market share gains or its entrance into
non-deicing salt segments. This could also occur if it expands its
sales footprint or introduces new products. Under these conditions,
we believe that American Rock Salt's leverage would remain below 5x
even if it experiences a warm winter season."



APOLLO COMMERCIAL: Egan-Jones Hikes Senior Unsecured Ratings to BB
------------------------------------------------------------------
Egan-Jones Ratings Company, on April 30, 2021, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Apollo Commercial Real Estate Finance, Inc. to BB from BB-.

Headquartered in New York, New York, Apollo Commercial Real Estate
Finance, Inc. is a commercial real estate finance company.



AQGEN ISLAND: Moody's Assigns First Time 'B3' Corp Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate Family
Rating and B3-PD Probability of Default Rating to AqGen Island
Holdings, Inc. ("Ascensus", initially, Mercury Merger Sub, Inc.).
Concurrently, Moody's assigned a B2 rating to the proposed senior
secured first lien credit facilities, which consists of a $175
million revolving credit facility and a $1.05 billion term loan,
and a Caa2 rating to the proposed $450 million senior secured
second lien term loan. The outlook is stable.

Proceeds from the term loans, along with $1.435 billion of new cash
equity from Stone Point Capital and Singapore's sovereign wealth
fund GIC and $180 million of management and existing rollover
equity, will be used to acquire Ascensus from the previous equity
holders, refinance existing debt, and pay fees and expenses related
to the transaction. The ratings at AqGen Ascensus, Inc. will be
withdrawn upon closing of the transaction and repayment of its
existing debt instruments.

The assignments reflect high governance risk associated with
private equity ownership, including tolerance for high leverage and
the potential for debt-funded acquisitions or shareholder
distributions.

Assignments:

Issuer: AqGen Island Holdings, Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

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

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

Senior Secured 2nd Lien Term Loan B, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: AqGen Island Holdings, Inc.

Outlook, Assigned Stable

The assigned rating is subject to review of final documentation and
no material change to the size, terms and conditions of the
transaction as advised to Moody's. The transaction is expected to
close in the third quarter of 2021, following regulatory approvals
and other customary closing conditions.

RATINGS RATIONALE

Ascensus' B3 CFR reflects the company's elevated financial risk
given its high leverage and aggressive acquisition strategy under
private equity ownership, its small scale relative to broader
business and consumer services peers, and moderate revenue
concentration among top customers. The company benefits from its
established market position, solid organic growth, revenue
visibility and good liquidity. Ascensus is a record-keeper and
third-party administrator (TPA) with an established position in the
market for small retirement plans and state 529 education savings
plans. Pro forma reflecting the transaction and acquisitions made
year-to-date, debt-to-EBITDA is high at around 7.5x (Moody's
adjusted) for FYE2020. Leverage increases to over 8x when also
expensing capitalized software costs. Absent material debt-funded
acquisitions, Moody's expects the company's leverage to approach
7.3x by FYE 2021 given the company's positive organic trends,
success at extracting synergies, and relative revenue stability.
While there is some exposure to securities prices given that 25% of
revenue is derived from assets under administration fees, the
company's base of fixed fees provide good revenue visibility and
have held up well over time. These positive attributes, coupled
with Moody's expectation for the maintenance of good liquidity,
support the rating in spite of elevated financial risk.

Moody's expects Ascensus will maintain good liquidity over the next
12 months owing largely to an adequate cash balance and full
availability on the company's new $175 million revolver that
expires in 2026. Moody's projects the company will generate
positive free cash flow of at least $50 million over the next 12
months, which will provide adequate coverage of its $10.5 million
of mandatory first lien term loan amortization and expected
earn-out payments that were not prefunded. The revolving credit
facility provides a good source of backup liquidity should cash
needs be higher than anticipated. The revolver will be subject to a
maximum springing first lien net leverage ratio test that cannot
exceed 8.35x when drawings exceed 40% of availability. Moody's
expects that the company will maintain compliance with this
financial covenant.

As proposed, the new senior secured first lien and second lien
credit facilities are expected to provide covenant flexibility that
if utilized could negatively impact creditors. Notable first lien
terms include incremental debt capacity up to the greater of $210
million and 100% of trailing four quarter consolidated EBITDA, plus
prepayments of certain debt including prepayments of 2nd lien
indebtedness, plus unused amounts of the general debt basket, plus
unlimited amounts subject to the first lien leverage ratio equal to
or less than either (x) 5x or the first lien net leverage ratio
immediately prior to such transaction (if pari passu secured to the
first lien, or less than 5.25x if secured on a senior basis to the
second lien). Amounts up to the greater of $420 million and 200% of
consolidated EBITDA, any incremental equivalent debt, any other
debt designated by the borrower, and any incremental first term
facility incurred in connection with a permitted acquisition or
other investment may be incurred with an earlier maturity date than
the initial term loans.

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

The ratings for Ascensus' debt instruments reflect both the overall
Probability of Default of the company, to which Moody's has rated
B3-PD, and a loss given default assessment of the individual debt
instruments. The B2 ratings on the $1.05 billion first lien term
loan maturing 2028 and $175 million first lien revolver expiring
2026, one notch above Ascensus' CFR, reflects the facility's
priority position in the capital structure, ahead of the $450
million second lien loan maturing 2029. The Caa2 rating on the
second lien loan reflects its contractual subordination to the
first lien credit facility. The first lien debt has precedence of
payments, relative to the second lien loan, from the proceeds of
any default- or bankruptcy-related liquidation. The first lien
credit facility is secured by a first lien pledge of substantially
all of the present and after acquired assets of AqGen Island
Holdings, Inc., and its domestic subsidiaries other than any
excluded subsidiary.

The stable rating outlook reflects Moody's expectations for
positive but modest free cash flow, low-single digit organic
revenue growth rate over the next 12-18 months, and continued high
leverage above 7x.

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

While unlikely in the near-term, the ratings could be upgraded if
the company enacted financial policies that sustain debt-to-EBITDA
under 6.0x, EBITA-to-interest over 1.75x, and FCF-to-debt over 5%.
All metrics cited include Moody's standard adjustments.

The ratings could be downgraded if operating performance weakens,
as evidenced by deteriorating revenue, earnings, or liquidity, such
that FCF-to-debt declines below 2% or EBITA-to-interest declines
below 1.1x. Debt-funded acquisitions or dividends resulting in
leverage increasing or a weakening of the company's equity cushion
could also result in a downgrade.

Ascensus, headquartered in Dresher, Pennsylvania, is a service
provider primarily focused on record-keeping and administration for
retirement investment plans and college savings programs in the
United States. Upon transaction close, the company will be owned
principally by Stone Point Capital and Singapore's sovereign wealth
fund GIC. Pro forma revenues for FYE2020 were estimated at $684
million.

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


AQGEN ISLAND: S&P Assigns 'B-' ICR on Leveraged Buyout
------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Dresher, Pa.-based retirement, health, and government savings plan
administrator and record-keeper, Ascensus' new parent holding
company. The rating is the same as its historical rating on the
company. S&P will discontinue all ratings on AqGen Ascensus, Inc.
following the proposed acquisition and repayment of the existing
debt.

S&P said, "We are also assigning our 'B-' issue-level rating and
'3' recovery rating to the company's proposed first-lien credit
facility, which will include a $175 million revolving credit
facility due 2026 and a $1,050 million first-lien term loan due
2028.

"Additionally, we are assigning a 'CCC' issue-level rating and '6'
recovery rating to the proposed $450 million second-lien term loan
due 2029.

"The stable outlook reflects our expectation Ascensus will maintain
its solid operating performance in 2021 with mid-single-digit
percent organic revenue growth, steady adjusted EBITDA margins, and
reported free operating cash flow (FOCF)-to-debt of 2% to 3%.The
transaction is approximately leverage neutral, and we expect credit
metrics will continue to steadily improve through solid operating
performance over the next 12 months. Following the leveraged buyout
we expect S&P Global Ratings-pro-forma adjusted leverage will
remain in the low-9x area which is very high. However, we expect
adjusted leverage will decline to the low-8x area over the next 18
months and below 7x on a pro forma basis in 2023, driven by low- to
mid-single-digit percent organic revenue growth, acquisition
contributions, and improved profitability through labor offshoring
and the scalability of its technology platform."

In 2020 Ascensus meaningfully grew its reported FOCF through strong
revenue growth, improved operating leverage, a decline in
acquisitions and nonrecurring transaction expenses, and disciplined
cost control and working capital management. S&P said, "In our
opinion, it demonstrates the company's sound cash generation
attributes if it were to curtail its aggressive debt-funded
acquisition growth strategy. Our ratings reflect our expectation
the company will continue to generate FOCF (net of client fund
obligations and nonrecurring transaction expenses) of at least
about $30 million annually." However, its high leverage tolerance
reduces its financial flexibility and margin for business
interruptions or operational missteps, limiting ratings upside.

Industry demand will remain resilient across both the retirement
and government segments. Stable retention rates (93%) in the
retirement segment through the pandemic-triggered global recession
demonstrate the inherent resilience of underlying industry demand
and contributed to good operating performance in 2020, which
consisted of low-single-digit percent organic revenue growth and
240 basis points (bps) of S&P Global Ratings-adjusted EBITDA margin
expansion. S&P said, "We believe retention may have benefited from
government stimulus measures in response to the pandemic which
supported small and medium-sized businesses. Additionally,
retirement plans typically operate through bankruptcy. We expect
increased variability in retirement segment retention rates in 2022
as customers resume a normal rate of switching, limiting organic
growth to the low-single-digit percent area. However, regulatory
and demographic industry tailwinds should drive growth in plan
assets and mid-single-digit organic growth annually thereafter.
Government segment revenue growth has benefited from recent organic
plan wins, but we expect a more uncertain pace of growth in the
future due to potential price concessions that may accompany the
expected renewal of large contracts with upcoming expirations."

Nevertheless, S&P expects Ascensus will resume its debt-funded
acquisition growth strategy, potentially delaying improvement in
metrics and increasing execution risk. Under its existing ownership
Ascensus has pursued an aggressive debt-funded acquisition growth
strategy consisting of over 30 tuck-in acquisitions since the 2015
leveraged buyout. As a result, the company has more than doubled
its revenue base to $657.8 million and roughly tripled plan assets
under administration to $374 billion. Ascensus paused its merger
and acquisition (M&A) activity in 2020 amid a challenging operating
environment, and the decline in transaction and integration costs
drove margin expansion and improved cash flow generation despite
deceleration in revenue growth. Going forward, S&P expects the
company will continue its aggressive industry consolidation growth
strategy under its new ownership, albeit at a more reserved pace.
This could potentially limit the pace of improvement in credit
metrics.

The company's acquisitions have primarily targeted smaller players
in the highly fragmented retirement third-party administrator (TPA)
industry at acquisition EBITDA multiples between 6x-7x
post-synergy, providing an opportunity to deleverage with strong
execution. Future acquisitions will likely target the retirement
TPA segment and could expand the company's consumer-direct health
or other offerings.

S&P said, "We expect terms of the final credit agreement will
provide the company with sufficient incremental capacity to
continue its industry consolidation. We expect terms will allow for
the greater of $210 million and trailing consolidated EBITDA, and
an unlimited amount up to a 5x first-lien leverage ratio for
first-lien debt, and up to a 7x senior secured leverage ratio or
1.75x minimum interest coverage ratio for junior debt.

"The stable outlook reflects our expectation Ascensus will maintain
its solid operating performance in 2021 with mid-single-digit
percent organic revenue growth, steady adjusted EBITDA margins, and
reported FOCF to debt of 2% to 3%.

"We could lower our rating if further increases in leverage or
expected persistent cash flow deficits lead us to view the capital
structure as unsustainable. This would result either from high
integration costs or unanticipated client attrition from
integration challenges, a severe equity market downturn, or
financial policy choices consistent with additional debt-financed
shareholder returns or large debt-funded acquisitions.
Specifically, we would lower the rating if cash interest coverage
falls below 1.2x, cash flow generation after debt service is
persistently negative, or we expect available liquidity to
deteriorate meaningfully.

"Given the company's aggressive financial policy, we believe an
upgrade is unlikely over the next 12 months. We could raise the
rating if the company improves credit metrics such that S&P Global
Ratings-adjusted leverage is below 7x on a sustained basis." A
continuation of demonstrated contract wins in the 529 and
retirement segments, expansion of key distribution channels, and
faster-than-anticipated incorporation of acquisition synergies
could lead to such deleveraging.



ARCHDIOCESE OF SANTA FE: VSM Buying Bernalillo County for $45K
--------------------------------------------------------------
The Roman Catholic Church of the Archdiocese of Santa Fe asks the
U.S. Bankruptcy Court for the District of New Mexico to authorize
the sale of the real property located in Bernalillo County, New
Mexico, to Villa Santa Maria, Inc. for $45,000.

The Debtor has an executory interest in the Property, more
particularly identified in the Deed of Distribution (Exhibit A).  

VSM has agreed to purchase and the Debtor has agreed to sell the
Executory Interest in the Property for $45,000. It will pay the
Purchase Price within 30 days of entry of the order approving the
Motion.  

The Debtor requests that the Court authorizes the sale of the
Executory Interest in the Property pursuant to 11 U.S.C. Section
363(b).  It requests that the sale of the Executory Interest be
free and clear of all liens, claims, and interests with any such
liens, claims, and interests to attach to the net sale proceeds.
The Debtor is not aware of any liens, claims, or interests
attaching to the Executory Interest.

VSM has a fee determinable interest in the Property, and desires to
hold the Property in fee simple.  There is no improper motive on
the part of VSM or the Debtor.  

The Debtor will serve notice of the Motion on all parties in
interest.  

The Debtor requests that the Court waive the 14-day stay of an
order resulting from the Motion otherwise required by Fed. R.
Bankr. P. 6004(h).  

A copy of the Exhibit A is available at https://tinyurl.com/4svwy5c
from PacerMonitor.com free of charge.

                 About the Archdiocese of Santa Fe

The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe
covers an area of 61,142 square miles.  There are 93 parish seats
and 226
active missions throughout this area.

The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child
abuse claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.

Judge David T. Thuma oversees the case.

The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel, Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and
REDW LLC as accountant.

On Aug. 28, 2020, the Court appointed as Brokers, Philip Gudwin
and Rusty Wafer of Santa Fe Properties.



ARTISAN BUILDERS: Unsecureds to Be Paid Within 120 Days From Sale
-----------------------------------------------------------------
Artisan Builders, LLC, submitted a Second Amended Disclosure
Statement.

The funds needed to comply with the Debtor's Chapter 11 Plan shall
come from the sale of Debtor's real property.

The Plan will treat claims as follows:

    * Class 3 - Secured Claim re: 7407 E. Minnezona Avenue.  Class
3 Consists of the secured claim of (A) America's Specialty Finance
Company, LLC ("ASFC") (B) Real Estate Finance Corp. ("REFCO"); (C)
Kokila, LLC; (D) KJAM, LLC; and (E) Kathryn Montague each secured
by the real property located at 7407 E. Minnezona Avenue, Phoenix,
Arizona which is valued at $1.55 million.  Class 3 is impaired. The
class 3(A) claimant, ASFC, holds a first mortgage on the real
property and will have an allowed claim in the amount of $1.452
million. The 7407 E. Minnezona property is under contract of sale.
Upon court approval and closing of this transaction, ASFC will
receive $1.452 million in exchange for release of its lien.  The
Class (B) claimants holds a deed of trust recorded in second
position. REFCO will release this lien and receive nothing from the
sale. The class 3(C), (D) and (E) claimants will be treated as
class 11 unsecured creditors.

    * Class 4 - Secured Claims Re: 3612 N. 12th Street.  Class 4
consists of the first position secured claim of (A) ASFC and (B)
REFCO secured by the real property located at 3612 N. 12th Street,
Lots 1 through 4. Class 4 is impaired.  ASFC holds a secured claim
in the original amount of $500,000. Debtor will sell 3612 N<
12th Street and use the sale proceeds to satisfy the ASFC's
secured claims in exchange for release of its lien. Junior secured
creditor REFCO will release its lien and be paid nothing.

   * Class 5 - Secured claim re: 2250 N. 28th Street.  Class 5
consists of (A) the first position secured claim of ASFC; (B) the
second position secured of REFCO of which a portion has been
assigned to Beech Ridge LLC to secure its $50,000 loan; (C) the
third position secured claim of Nirmal Trust, and (D) the fourth
position secured claim of KJAM, LLC. Class 5 is impaired. The Class
5(A) claimants holds a first position deed in the original
principal amount of $1.3 million plus interest, the Class 5(B)
claimants hold a second position deed of trust.  The Class 5(C)
claimants hold the third position of deed of trust, securing the
original principal amount of $100,000. The Class 5(D) claimants
holds the fourth position deed, securing the original principal
amount of $100,000.  Lot 5 will be sold and the Class 5(A) claim
paid. REFCO, a class 5(B) creditor, will be paid nothing and
release its lien.  If the sale proceeds satisfy the Class 5(A)
claimant in full, and if sale proceeds still remain, they will be
paid first to the other Class 5(B) claimant, Beech Ridge, LLC, and,
its funds still exist thereafter, Class 5(c) and then Class 5(D)
creditor.

   * Class 6 - Secured Claims RE: 4307 N. 13th Place.  Class 6
consists of secured claims of InFocus Investment LLC secured by
real property located at 4307 N. 13th Place, Phoenix, Arizona.
Class 6 is impaired. Class 6 claimants holds a first position deed
of trust on the property and will have an allowed claim in the
amount of $140,000 plus interest. Debtor will sell Lot 6 with the
sale proceeds use to satisfy the Class 6 claim in exchange for the
release of its lien.

   * Class 7 - Secured Claims RE: 16424 E. Desert Trail (Lot 2).
Class 7 consists of (A) the first position secured claim of ASFC
and (B) the second position secured claim of REFCO, secured by the
real property located at 16424 E. Desert Trail, Phoenix, Arizona
("Lot 2"). Class 7 is impaired. The class 7(A)  claimant,
ASFC, have an allowed claim in the amount of $375,000 plus accrued
interest. Debtor will sell Lot 2 with the proceeds used to satisfy
Class 7(A) claim in exchange for  the release of its lien. The
class 7(B) claimant, REFCO, will release its lien and receive
nothing.

   * Class 8 - Secured Claim re: 16425 E. Devonshire (Lot. 4).
Class 8 consists of (A) the first position secured claim of ASFC
and (B) the second position secured claim of REFCO, secured by the
real property located at 16425 E. Devonshire, Phoenix, Arizona (Lot
4). Class 8 is impaired. The class 8(A)  claimant, ASFC, will have
an allowed claim in the amount of $350,000 plus accrued interest.
Debtor will sell Lot 4 with the proceeds used to satisfy Class 8(A)
claim in exchange for  the release of its lien. The class 8(B)
claimant, REFCO, will release its lien and receive nothing.

   * Class 9 - Secured Claim re: 16413 E. Devonshire (Lot 5).
Class 9 consists of (A) the first position secured claim of ASFC
and (B) the second position secured claim of REFCO, secured by the
real property located at 16413 E. Devonshire, Phoenix, Arizona (Lot
5). Class 9 is impaired. The class 9(A)  claimant, ASFC, will have
an allowed claim in the amount of $350,000 plus accrued interest.
The Debtor will sell Lot 5 with the proceeds used to satisfy Class
9(A) claim in exchange for the release of its lien. The class 9(B)
claimant, REFCO, will release its lien and receive nothing.

   * Class 11 - General Unsecured Claims.  All allowed and approved
claims under this class shall be paid pro rata basis within 120
days following the last of the sales of Debtor's real property.

Attorney for the Debtor:

     Richard W. Hundley
     THE KOZUB LAW GROUP, PLC
     7537 East McDonald Drive
     Scottsdale, Arizona 85250
     E-mail: mewak@kozublaw.com
     Tel: (480) 624-2700

A copy of the Second Amended Disclosure Statement is available at
https://bit.ly/3tLImBX from PacerMonitor.com.

                      About Artisan Builders

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.

In the petition signed by James Guajardo, manager, 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 Court approved Urban Blue Realty, LLC, and
Nicolas Blue as broker.


ASCENA RETAIL: US Trustee Asks Court to Put Part of Plan on Hold
----------------------------------------------------------------
Law360 reports that the U.S. Trustee's Office asked a Virginia
bankruptcy judge Thursday, May 13, 2021, to put a portion of the
already-approved Chapter 11 plan of former Ann Taylor owner Ascena
Retail Group on hold while it appeals the plan's litigation
releases.

Counsel for the trustee argued at a hearing conducted virtually
that there is a reasonable chance another court will overturn U.S.
Bankruptcy Judge Kevin Huennekens' finding that the releases are
permissible. But Judge Huennekens questioned the argument that a
stay on the releases could be done without disrupting payments to
Ascena's creditors. "How do we just redline something out without
affecting everybody else? " he asked.

                  About Ascena Retail Group Inc.

Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes, and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico. Visit
http://www.ascenaretail.com/for more information.    

Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.

On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.

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

The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC, as financial
Advisor, and Alvarez and Marsal North America, LLC as
restructuring
advisor.  Prime Clerk, LLC, is the claims agent.

                           *    *    *

In September 2020, FullBeauty Brands Operations, LLC, won an
auction to acquire Ascena's Catherines intellectual property assets
for a base purchase price of $40.8 million and potential upward
adjustment for certain inventory.

In November 2020, Ascena won approval to sell the intellectual
property of its Justice Brand and other Justice brand assets to
Justice Brand Holdings LLC, an entity formed by Bluestar Alliance
LLC (a leading brand management company), for $90 million.

The Company continues to operate its Ann Taylor, LOFT, Lane Bryant,
and Lou & Grey brands as normal through a reduced number of retail
stores and online.


ASP CHROMAFLO: S&P Places 'B-' ICR on CreditWatch Developing
------------------------------------------------------------
S&P Global Ratings placing all of its ratings on ASP Chromaflo
Holdings L.P., including its 'B-' issuer credit rating and debt
ratings, on CreditWatch with developing implications.

The CreditWatch placement follows the announcement that Ferro and
Prince International have entered into a definitive agreement under
which Prince will acquire Ferro for about $2.1 billion in an
all-cash transaction. In addition, in conjunction with the closing
of the transaction, the newly merged business will be combined with
ASP Chromaflo. S&P said, "Based on the announcement, we expect the
transaction to close in the first half of 2022; however, we expect
to have further clarity regarding plans to fund the transaction and
the proposed debt structure of the newly created entity in the next
few months. We placed our 'B-' issuer credit rating on Chromaflo on
CreditWatch with developing implications to reflect that we may
affirm, lower, or raise our rating on the company depending on our
assessment of the effect the transaction could have on the
company's financial and business risk profiles." Key areas of focus
would include the pro forma operating strategy, capital structure,
integration risk, and financial policies going forward. Currently,
American Securities owns Chromaflo and Prince. Ferro Corp. is a
larger publicly traded company.

S&P said, "The CreditWatch placement reflects the likelihood we'll
affirm, lower, or raise the issuer credit rating on Chromaflo in
the next few months following the announcement that PMHC II (Prince
International) will acquire Ferro Corp. and subsequently combine
with Chromaflo. If the deal goes ahead as planned, Chromaflo's
credit quality might benefit from a combination with Ferro Corp.'s
stronger business, but on the other hand, a highly leveraged deal
combined with integration risk would be a credit negative. We
expect to resolve the CreditWatch placement in the coming months as
we have further clarification on the combined capital structure and
a clearer view of the combined entities' business. S&P Global
Ratings notes this is not a static situation and would look to
resolve this CreditWatch as soon as possible as further information
and details emerge."



AT HOME HOLDING III: Moody's Puts B2 CFR Under Review for Downgrade
-------------------------------------------------------------------
Moody's Investors Service placed At Home Holding III Inc.'s ratings
on review for downgrade including its B2 corporate family rating,
B2-PD probability of default rating and B3 senior secured notes
rating. The outlook was revised to ratings under review from
stable.

The review for downgrade reflects governance considerations which
include At Home's announcement [1] that it has entered into a
definitive agreement to be acquired by funds affiliated with
Hellman & Friedman in a deal valued at approximately $2.8 billion.
The deal is subject to customary closing conditions and the receipt
of regulatory approvals and it is expected to close in the third
quarter of calendar year 2021.

The following ratings/assessments are affected by the action:

On Review for Downgrade:

Issuer: At Home Holding III Inc.

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

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

GTD Senior Secured Global Notes, Placed on Review for Downgrade,
currently B3 (LGD4)

Outlook Actions:

Issuer: At Home Holding III Inc.

Outlook, Changed To Rating Under Review From Stable

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

Moody's review will focus on At Home's completion of the
transaction, its final capital structure, future governance
considerations particularly its financial strategies, including its
willingness to de-leverage using excess cash and free cash flow
under new private ownership.

At Home Holding III Inc., an indirect wholly owned subsidiary of At
Home Group Inc., operated 219 home decor and home improvement
retail stores and generated about $1.7 billion of revenue for the
last twelve months ended January 30, 2021.

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


ATKORE INTERNATIONAL: S&P Alters Outlook to Pos., Affirms 'BB-' ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Atkore International Inc.
to positive from stable and affirmed its 'BB-' issuer credit
rating. At the same time, S&P assigned its 'BB+' issue-level and
'1' recovery rating to the company's proposed term loan B due in
2028.

The positive outlook reflects S&P's expectation for strong credit
measures in 2021, which it expects will return to more normalized,
albeit slightly higher than historical, levels in 2022 and 2023 as
end markets and metal prices balance.

S&P said, "Atkore's debt leverage will likely improve to below 1.5x
in 2021 and potentially stay below 2.5x in 2022. This incorporates
our projection for about $650 million-$700 million annually of
adjusted EBITDA in 2021 and about $400 million to $450 million of
adjusted EBITDA in 2022. The company has demonstrated good capacity
to generate a solid margin over its commodity input costs, yielding
several years of improving EBITDA and a double-digit return on
capital. The company ended fiscal 2020 (September year-end) with
about $327 million of EBITDA. Our expectations incorporate our
assumption for hot rolled coil (HRC) prices of at least $850 per
ton for the remainder of 2021, which could be boosted by the
company's surge in pricing for product availability on steady
volumes in calendar year 2021. We assume more normalized metal
prices and pricing premiums in 2022. Counterbalancing its good
profitability, Atkore's revenue and cash flows are sensitive to
steel and copper price cycles, especially to sharp and quick
changes in these metal prices."

The demand in Atkore's key end markets has improved with tight
supplies driving the rise in metal prices. Atkore is experiencing
strong demand for PVC electrical conduit and metal electrical
conduits in a supply constrained market, which has supported higher
premiums resulting in a material increase in margins. Through the
second quarter 2021 (ended March 2021), the company's EBITDA margin
improved to about 25% compared with about 18% for the same period
last year. S&P expects these premiums will moderate in forecast
years as supply catches up to demand.

Despite the recent positive industry momentum, S&P notes that
Atkore still has considerable exposure to the cyclical construction
market and margin susceptibility to its premiums over volatile
metal prices remain key rating constraints. Atkore generates a
little more than two-thirds of its revenues directly from the
highly cyclical construction industry (majority nonresidential),
which could sharply cut demand during a prolonged downturn.

The company publicly states that it will prioritize cash to manage
leverage, to invest in capital spending, to pursue acquisitions,
and for moderate share repurchases. S&P's base case does not assume
any dividends, but it does note the company issued debt in 2018 to
complete the buy-out the equity of their former private-equity
sponsor.

The positive outlook on Atkore reflects the potential for a higher
rating over the next 12 months if the company maintains its
financial policies and maintains leverage of less than 3x, even if
market conditions and prices return to more normalized levels.

S&P could raise the rating if Atkore's leverage remains below 3x in
2021, which would be the company's third consecutive year since IPO
below that threshold. S&P believes the company could maintain this
leverage if:

-- Its pricing over volatile input costs holds through
extraordinary market conditions with supportive financial policy;
and

-- Adjusted EBITDA margins remain above 17%, even in more
normalized market conditions.

S&P could revise the outlook on Atkore to stable over the next
twelve months if:

-- S&P believes leverage will be sustained above 3x, potentially
as the result of more-aggressive financial policies or weakened
margins over volatile input costs; or

-- The company more aggressively pursues debt-financed
acquisitions or share repurchases.



ATLANTICA SUSTAINABLE: S&P Affirms 'BB+' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings affirmed the 'BB+' issuer credit rating, with a
stable outlook, on Atlantica Sustainable Infrastructure PLC.

At the same time, S&P assigned a 'BB+' issue-level rating and '3'
recovery rating to the senior unsecured green bond issuance. The
'3' recovery rating indicates its expectation of meaningful
(50%-70%; rounded estimate: 60%) recovery in the event of a
default.

The stable outlook on Atlantica reflects S&P's assessment of its
highly contracted assets and view that it will maintain adjusted
debt to EBITDA of 3.5x-3.75x and funds from operations (FFO) to
debt in the low- to mid-20% range.

On May 11, Atlantica issued $400 million of senior unsecured green
notes. The company will use net proceeds from the offering to repay
the outstanding 2019 notes issuance facility and finance the
acquisition of certain assets.

The debt issuance does not materially impact financial leverage
ratios. S&P expects adjusted debt to EBITDA to remain in the
3.5x-3.75x range and FFO to debt to remain in the low- to mid-20%
range over the next two years.

S&P said, "We continue to expect the company to pursue growth
organically as well as through acquisitions. Atlantica recently
closed on its acquisition of Coso Geothermal Power Holdings LLC, a
135 megawatt contracted renewable energy plant in California. We
also expect the company to complete its planned acquisition of a
49% interest in a 596 megawatt wind portfolio in the U.S. later
this year. These investments further bolster Atlantica's asset
diversity and supports its investment-grade offtaker profile.
Atlantica's portfolio remains 100% contracted or regulated, with a
weighted average remaining contract life of 16 years, which
provides highly predictable cash flows to the company.

"Our simulated default scenario for Atlantica contemplates a
default arising from significant declines in operating performance
and asset reliability, a suspension of dividends for multiple
assets, higher-than-expected operating costs, increased competition
from other power-generating entities, and reduced retail power
demand leading to renegotiated purchase power agreements at lower
rates or outright cancelled contracts. To value the company, we
applied a 7.0x multiple to our estimated post default emergence
EBITDA of about $176 million for Atlantica. The 7.0x multiple is in
line with multiples used for other yieldco peers with contracted
portfolios and is consistent with our expectations of distressed
multiples for a renewables company. Our valuation suggests a gross
enterprise value of about $1.232 billion. We assume the revolving
credit facility is 85% drawn at default."

Atlantica's capital structure will comprise a $450 million senior
secured revolving facility, $400 million senior unsecured green
bond, $338 senior secured green bond, $161 million senior unsecured
note issuance facility, and a $103 million senior unsecured
convertible note.

-- Simulated year of default: 2026

-- Implied enterprise value multiple: 7x

-- EBITDA at emergence: About $175 million

-- Jurisdiction: U.K.

-- Net enterprise value (after 5% administrative costs): About
$1.17 billion

-- First-lien senior secured debt*: About $750 million

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

-- Collateral value remaining for unsecured creditors: About $420
million

-- Senior unsecured claims*: $687 million

    --Recovery expectations: '3' (50%-70%; rounded estimate: 60%)

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



AUTOMOTORES GILDEMEISTER: Gets Final Nod on $26.5MM DIP Loan
------------------------------------------------------------
Judge Lisa G. Beckerman entered a final order authorizing
Automotores Gildemeister SpA and its debtor-affiliates to obtain up
to $26,500,000 in aggregate principal amount of post-petition
financing under a senior secured, super-priority DIP credit
facility from (i) several financial entities as lenders; (ii)
Acquiom Agency Services LLC, as administrative agent; and (iii) TMF
Group New York, LLC, as collateral agent.

Moreover, the Court authorized the Debtors on a final basis to:

   a. grant the DIP Lenders liens over the DIP Collateral,
including:

      * senior secured priming super-priority liens on and security
interests in the Debtors' assets, consisting of Pre-petition
Secured Notes Collateral;

      * senior secured super-priority liens on and security
interests in all unencumbered assets of the Debtors; and

      * junior secured super-priority liens on and security
interests in all of the Debtors' assets (other than Excluded
Assets), subject to Permitted Priority Liens, in each case in favor
of the DIP Collateral Agent for the benefit of the DIP Secured
Parties to secure the DIP Loans and all DIP obligations.

   b. to execute an inter-creditor agreement with respect to the
Prepetition Secured Notes Collateral among the DIP Loan Parties,
the DIP Collateral Agent, the Pre-petition Secured Notes Collateral
Agent, and the Pre-petition Secured Notes Indenture Trustee.

   c. cause certain non-Debtor direct and indirect subsidiaries of
the Borrower identified in the DIP Documents to grant, and
authorizing such Non-Debtor Pledgors to grant:

      * pari passu DIP Liens on and security interests in certain
of the DIP Collateral consisting of Pre-petition Secured Notes
Collateral; and

      * first ranking senior DIP Liens on and security interests in
certain of the DIP Collateral consisting of certain unencumbered
assets of certain of the Non-Debtor Pledgors, in each case, in
favor of the DIP Collateral Agent for the benefit of the DIP
Secured Parties to secure all of the obligations of the Borrower
and the DIP Guarantors with respect to the DIP Loans and the other
DIP Obligations.

The Court also authorized the other Debtors identified in the DIP
Documents on a final basis to jointly and severally guarantee on a
senior secured super-priority basis the DIP Loans and the other DIP
Obligations.

A copy of Order is available for free at https://bit.ly/3blzSey
from Prime Clerk, claims agent.  

                  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. 21-10685) 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.

The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel; Cariola, Diez, Perez-Cotapos and Bruzzone &
Gonzalez Abogados as special Chilean counsel; Rothschild & Co Us
Inc. and Asesorias Financieras RP Spa as investment bankers; and
FTI Consulting Canada ULC as financial advisor.  Prime Clerk, LLC
is the claims and noticing agent and administrative advisor.



BAIC: Gets Court Approval to Use Cash Collateral
------------------------------------------------
Judge Victoria S. Kaufman authorized BAIC to use cash collateral
generated from the Debtor's real property at 2820 North Eastern
Avenue, Los Angeles, California, to pay for post-petition expenses
as set forth in the Court-approved budget.

The Debtor shall make monthly payments to secured creditor Harlan
Helvey for $650 monthly by the 10th day of the month beginning May
2021.  The Debtor may also use cash collateral to pay for property
taxes and insurance for the Property.

Mr. Helvey and other secured creditors claiming an interest in the
cash collateral are granted a replacement lien on all post-petition
rents associated with the Properties to the extent and priority
established by the pertinent loan documents relating to said
security interests.

A copy of the order is available for free at https://bit.ly/3y32eE7
from PacerMonitor.com.

                            About BAIC

BAIC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 21-10503) with the U.S. Bankruptcy Court
for the Central District of California on March 24, 2021.

In the petition signed by Steve Awadalla, president, the Debtor is
estimated with up to $50,000 in assets.  Michael E. Plotkin,
Attorney at Law, represents the Debtor as counsel.

Proposed counsel to the Debtor:

    Michael E. Plotkin, Esq.
    Michael E. Plotkin, Attorney at Law
    80 South Lake Avenue, Suite 702
    Pasadena, CA 91101
    Tel: (626) 568-8088
    Fax: (626) 568-8102
    Email:  mepesq@earthlink.net




BEN CLYMER'S: Trustee Sets Bid Procedures for 2 New 2017 MKT Cars
-----------------------------------------------------------------
Todd Frealy, the Chapter 11 trustee for Ben Clymer's The Body Shop
Perris, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to authorize the bidding procedures in
connection with the sale of two new 2017 MKT cars with vehicle
identification numbers 2LIMJ5LT8HBL01110 and 2LIMJ5LTXHBL01108 to
William Alden for $10,000 each, subject to overbid.

A hearing on the Motion is set for May 18, 2021, at 1:30 p.m.  

At the time of the Debtor's bankruptcy filing, (i) the Debtor was
in possession of the MKTs and one other new 2017 MKT with VIN
number 2LIMJ5LT1HBL01109 with title held by Woodridge Ford Lincoln,
Ltd., a Ford dealer located in Canada, and (ii) the Debtor had
converted 1109 into a limousine based on which it had generated an
invoice payable by Woodridge for $39,770.  After the bankruptcy,
the Trustee sought collection of the Invoice from Woodridge. By
settlement with Woodridge approved by the Court, the Debtor
received title to the MKTs in consideration of the Invoice.  

The MKTs were not included in the bucket of personal property
liquidated by the Trustee's auctioneer because at the time of the
auction, the disputes concerning ownership of the MKTs had not been
resolved.  Additionally, because the MKTs were originally acquired
by a Canadian dealer, the Trustee was informed that the MKTs could
only be registered in Canada, and as a result, finding buyers for
the MKTs was going to be difficult.  The Trustee consulted with his
field agent, Will Cantrell of Pope’s Antiques & Auctions, Inc.,
who has substantial knowledge, experience and expertise with the
liquidation of vehicles.  Mr. Cantrell advised the Trustee that the
MKTs could be sold to auto dealers who would use them for parts
(since they cannot be registered in the U.S.).

As the Trustee was contemplating this option, the Trustee received
an offer from Alden who previously owned and operated the Debtor's
business and who was also intimately involved in the Debtor's
operation of its business.  Alden has offered to buy the MKTs for
$10,000 each, for a total of $20,000, subject to overbids.  The
sale of the MKTs will be on an "as is, where as," "with all faults"
basis, with no representations or warranties of any kind, including
with respect to the condition of the MKTs, or whether Alden can
register or use the MKTs in the U.S. Alden will be solely
responsible for the costs of retrieval of the MKTs.

The Trustee is informed by Will Cantell that the estate is not
likely to receive net proceeds of more than $20,000 from selling
the MKTs to an auto dealer who would use them for parts.  

Pursuant to the Motion, the Trustee seeks authority to sell the
MKTs to Alden, free and clear of any and all claims, liens,
interests or encumbrances, and subject to overbid, with the sale
proceeds also to be free and clear of any and all claims, liens,
interests or encumbrances.  The MKTs are potentially subject to a
lien in favor of US Metro Bank.

Pursuant to a settlement approved by the Court, Metro Bank's lien
upon the Debtor's assets was terminated and voided in exchange for
Metro Bank receiving certain proceeds from the auction sales of
personal property handled by Braun.  Pursuant to Section 551 of the
Bankruptcy Code, any lien voided is preserved for the benefit of
the estate.  Finally, the Trustee also seeks Court approval of the
Overbid Procedures described in the Motion in connection with the
sale of the MKTs.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: May 14, 2021, at 5:00 p.m. (PT)

     b. Initial Bid: $10,500 each

     c. Deposit: $1,000 for each MKT made payable to Todd A.
Frealy, Chapter 7 Trustee of the Bankruptcy Estate of Ben Clymer's
The Body Shop Perris, Inc.

     d. Auction: If at least one qualified bidder who has submitted
an Alternative Bid appears at the Sale Hearing, the Trustee will
conduct an auction at the Sale Hearing and will designate what he
determines to be the best and highest bid received for the MKTs to
be the leading bid at the auction.  

     e. Bid Increments: $500

     f. No credit bid will be included in any Alternative Bid.  

The Trustee believes that the proposed Overbid Procedures will
maximize the price ultimately obtained for the MKTs and still
protect the estate from parties who may wish to bid on the MKTs but
who are ultimately unable to consummate a purchase of the MKTs.

              About Ben Clymer's The Body Shop Perris

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

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

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



BIDFAIR HOLDINGS: S&P Assigns 'B-' Rating on New $300MM Sr. Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '6'
recovery rating to BidFair Holdings Inc.'s proposed $300 million
senior notes issuance. The '6' recovery rating reflects its
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of a hypothetical default.

BidFair Holdings, a parent holding company of Sotheby's, will issue
the new senior notes. Net proceeds will fund a distribution to
parent BidFair USA Inc., which owns Sotheby's, Sotheby's Financial
Services, and BidFair Property Holdings Inc. The notes will contain
an automatic exchange feature. This means that if Sotheby's attains
sufficient incurrence covenant headroom under its existing debt
agreements, the notes will be automatically exchanged into new
senior secured note obligations of Sotheby's with BidFair as a
co-issuer. They would rank pari passu with existing first-lien
secured debt rated at Sotheby's. S&P then anticipates assigning
ratings to the newly issued debt and withdrawing our ratings on the
BidFair notes once exchanged.

S&P said, "For the purposes of our recovery analysis, we assume the
exchange does not occur. This also takes into consideration
interest rate step-ups if the exchange is not executed, increasing
overall interest 250 basis points from initial pricing. Given there
are no operations at BidFair Holdings and the notes are not
guaranteed by subsidiaries below that entity (including Sotheby's),
we view them as structurally subordinated to all senior secured
debt in Sotheby's current capital structure. This includes the
revolving facility, term loan, and senior secured notes.

"If the automatic exchange occurs in line with the terms described
in the proposed notes, we anticipate revisiting our recovery
analysis and assigning a 'B+' rating to the new Sotheby's senior
secured issue, equal to the rating on the current senior secured
debt in Sotheby's capital structure.

"Our 'B+' issuer credit rating and stable outlook on Sotheby's and
the issue-level and recovery ratings on its senior secured
obligations are unaffected by the transaction at this time. The
stable outlook reflects our expectation that the company will
sustain good performance through the COVID-19 pandemic while
expanding its top-line revenue and implementing expense controls,
which will enable it to increase profit."

ISSUE RATINGS – RECOVERY ANALYSIS

Key analytical factors

-- S&P Global Ratings' hypothetical default contemplates a
significant sustained decline in the worldwide art auction market,
potentially due to a prolonged global economic downturn. This in
combination with increased competition in the industry leads to a
precipitous and sustained drop in Sotheby's revenue and margins.

-- If Sotheby's were to default, S&P believes there would continue
to be a viable business model due largely to the strength of its
brand name.

-- Therefore, S&P believes lenders would achieve the greatest
recovery of principal through reorganization of the company rather
than liquidation.

Based on this, S&P assumes the company emerges from a bankruptcy
event and value it on a going-concern basis by applying a 6x
multiple to our projected emergence-level EBITDA.

Simulated default assumptions

-- Simulated year of default: 2025
-- EBITDA at emergence: $167 million
-- Implied enterprise value (EV) multiple: 6x
-- Estimated gross EV at emergence: about $1 billion

Simplified waterfall

-- Net EV after 5% administrative costs: $950 million

-- Valuation split (obligors/nonobligors/unpledged): 100%/0%/0%

-- Senior secured claims: $1.6 billion*

    --Senior secured recovery expectations: 50%-70% (rounded
estimate: 55%)

-- Total senior unsecured claims, secured deficiency claims, and
nondebt unsecured claims: about $1 billion*

   --Senior unsecured recovery expectations: 0%-10% (rounded
estimate: 0%)

*All debt amounts include six months of prepetition interest.



BISHOP METAL: Seeks to Tap Calaiaro Valencik as Legal Counsel
-------------------------------------------------------------
Bishop Metal, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to employ Calaiaro
Valencik as its legal counsel.

The firm will render these legal services:

     (a) advise the Debtor with regard to its rights and
obligations during the Chapter 11 reorganization;

     (b) represent the Debtor to any motions to convert or dismiss
its Chapter 11 case;

     (c) represent the Debtor in relation to any motions for relief
from stay filed by creditors;

     (d) prepare a plan of reorganization and disclosure
statement;

     (e) prepare any objections to claims; and

     (f) otherwise, represent the Debtor in general.

The hourly rates of principal attorneys and paralegals designated
to represent the Debtor are as follows:

     Donald R. Calaiaro $395
     David Z. Valencik  $350
     Mark B. Peduto     $300
     Andrew K. Pratt    $250
     Paralegal          $100

In addition, Calaiaro Valencik will seek reimbursement for expenses
incurred.

The Debtor and Calaiaro Valencik agreed to a general retainer of
$5,000 in addition to the filing fee of $1,738.

Donald Calaiaro, Esq., an attorney at Calaiaro Valencik, disclosed
in a court filing that the firm and its members do not represent
interests adverse to the Debtor's estate.

The firm can be reached through:

     Donald R. Calaiaro, Esq.
     Calaiaro Valencik
     938 Penn Avenue, Suite 501
     Pittsburgh, PA 15222-3708
     Telephone: (412) 232-0930
     Email: dcalaiaro@c-vlaw.com

                        About Bishop Metal

Bishop Metal, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
21-21149) on May 7, 2021. Jane Bishop, president, signed the
petition. At the time of the filing, the Debtor disclosed less than
$50,000 in assets and $1 million to $10 million in liabilities.
Calaiaro Valencik serves as the Debtor's legal counsel.


BLACKHAWK NETWORK: S&P Raises ICR to 'B' on Improving Fundamentals
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Pleasanton,
California-based prepaid gift cards and solutions provider
Blackhawk Network Holdings Inc.'s to 'B' from 'B-'. At the same
time, S&P raised its issue rating on the senior secured first-lien
debt to 'B' from 'B-', and issue rating on the senior secured
second-lien debt to 'CCC+' from 'CCC'.

S&P's recovery ratings on the company's existing debt are
unchanged.

The stable outlook reflects S&P's expectation that Blackhawk's
adjusted leverage will decline below 7.5x over the next 12 months
as improving consumer spending drive growth in gift card sales.

S&P said, "The upgrade reflects Blackhawk's better-than-anticipated
2020 results and our expectation of leverage compression through
2021. S&P Global Ratings estimates that Blackhawk reported an
organic revenue decline of 2.2% year-over-year in 2020 (adjusted
for an accounting change) , which was better than our previous
expectation for a double-digit rate of revenue decline at the
outset of COVID-19. The company was negatively affected by the
pandemic in the second quarter of 2020 due to weak consumer
spending and retail closures globally. However, the company's
fourth quarter, in which it derives more than 40% of the annual
revenue, was well ahead of expectations. We estimate that
fourth-quarter revenues grew by 2% year-over-year organically,
which was lifted by strong consumer spending over the holiday
season. Furthermore, given the upward revision of our forecasts for
U.S. real GDP growth and rising consumer confidence, we expect
stronger demand for the company's products in 2021.

"Additionally, the recently closed acquisitions of SVM and National
Gift Card will help expand Blackhawk's product portfolio and will
provide a full year run-rate contribution to 2021 revenues. For
2021, we expect Blackhawk to grow revenues in the mid-single-digit
percentage range and anticipate EBITDA margins to expand to
10%-12%. Ultimately, we expect S&P Global Ratings-adjusted debt to
EBITDA to improve to between 6.5x-7x by the end of 2021 and further
compress below 6.0x in 2022.

"The stable outlook on Blackhawk is based on our expectation that
the company will generate mid-single-digit organic revenue growth
in fiscal 2021. We anticipate that the reopening of the U.S.
economy, a significant reduction in COVID cases, and robust U.S.
GDP and consumer fundamentals will all help support revenue growth
in 2021 and reduce leverage below 7.5x. Our base-case scenario
assumes Blackhawk will not pursue additional major leveraged
acquisitions over the next 12 months.

"We could lower the rating on Blackhawk possibly due to a material
deterioration in operating performance, heightened acquisition
activity or a more aggressive financial policy, such that leverage
is sustained over 7.5x for a prolonged period.

"Over the longer term, we could consider a higher rating if the
company continues to gain significant scale or diversification
through growth in businesses outside of the physical/digital retail
gift card market. We would also consider an upgrade if Blackhawk is
able to sustain leverage below 5.0x.

"In addition, our rating is constrained by Blackhawk's FS-6
financial policy. However, if the company goes public and sponsor
ownership declines materially, we could consider the company for an
upgrade."



BLACKLICK HOTSPOT: Seeks to Hire Elliott & Davis as Legal Counsel
-----------------------------------------------------------------
Blacklick Hotspot Corp. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Elliott &
Davis, PC as its legal counsel.

Elliott & Davis will render these legal services:

     (a) prepare information regarding the completion of the
bankruptcy schedules, the statement of financial affairs and
related documents;

     (b) examine proofs for claim for legal sufficiency and
validity and litigate disputes regarding proofs of claim;

     (c) advise the Debtor on legal matters arising during its
Chapter 11 proceeding; and

     (d) prepare a Chapter 11 plan and disclosure statement and
represent the Debtor in obtaining approval of the documents.

The hourly rates of Elliott & Davis' attorney and staff are as
follows:

     Jeffrey T. Morris    $200
     Paralegals           $100

Prior to the filing date, the Debtor paid Elliott & Davis a
retainer of $1283 and filing fee of $1717.

Jeffrey Morris, Esq., an attorney at Elliott & Davis, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jeffrey T. Morris, Esq.
     Elliott & Davis, PC
     6425 Living Place, Suite 200
     Pittsburgh, PA 15206
     Telephone: (412) 434-4911
     Facsimile: (412) 774-2168
     Email: morris@elliott-davis.com

                     About Blacklick Hotspot

Blacklick Hotspot Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-70209) on May 3, 2021,
listing under $1 million in both assets and liabilities. Elliott &
Davis, PC, led by Jeffrey T. Morris, Esq., serves as the Debtor's
legal counsel.


BOY SCOUTS OF AMERICA: Chubb Ltd. Says Plan 'Flawed'
----------------------------------------------------
Alex Wolf of Bloomberg Law reports that a Chubb Ltd. affiliate that
insured the Boy Scouts of America called the nonprofit's Chapter 11
reorganization plan "fundamentally flawed," joining other
interested parties who are questioning the adequacy of its
disclosures.

The opposition by insurer Century Indemnity Co., which may be on
the hook for several thousand sexual abuse claims against the Boy
Scouts, is the latest obstacle facing the nonprofit organization's
controversial Chapter 11 case that partially hinges on how it
compensates victims and which parts of its network are responsible
for payments.

                      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.


BOY SCOUTS OF AMERICA: CII Says Disclosure Lacks Vital Information
------------------------------------------------------------------
Century Indemnity Company, as successor to CCI Insurance Company,
as successor to Insurance Company of North America and Indemnity
Insurance Company of North America, filed an objection to the
Disclosure Statement for the Second Amended Chapter 11 Plan of
Reorganization for Boys Scouts of America and Delaware BSA, LLC.

According to Century Indemnity, the Plan and Disclosure Statement
are fundamentally flawed in two key respects: (i) the Debtors have
effectively forfeited defending themselves against flawed and
fraudulent claims, creating a moral hazard that has led to a flood
of invalid and questionable claims, and (ii) the disclosure of key
issues affecting creditors continues to be lacking.  For all their
touting of the mediation process, the Debtors have systematically
excluded Century from all negotiations over the Trust Distribution
Procedures and the plan.  They have met with the TCC and the
Coalition without any insurer representation, allowing them to have
outsized influence on the formulation of the plan structure and
post-bankruptcy claims allowance process.  They now propose paying
holders of Abuse Claims $1,500 -- no questions asked—in a brazen
vote -- buying scheme that only exacerbates the moral hazards that
have infected these cases from the outset.  The outcome of this
rigged approach is a Disclosure Statement that is misleading and
incomplete and a Plan that cannot be confirmed. The Court should
reject the Disclosure Statement.

A hearing on the Debtors' proposed Disclosure Statement is
premature. The version filed by the Debtors is missing some of its
most critical terms—namely, the list of Local Councils and
Contributing Chartered Organizations and the Cooperation
Agreement—and without these attachments, creditors cannot gain
even a basic understanding of who would be released if the Proposed
Plan were approved as a Global Resolution Plan.  If, by contrast,
the Proposed Plan were approved as a BSA Toggle Plan, creditors
lack any blueprint for determining which claims they would need to
pursue in the tort system, how the existing non-debtor cross claims
would be handled, and how the various conflicts between the Debtors
and the Local Councils and Chartered Organizations would be
handled—issues that the yet-to-be-filed Cooperation Agreement
must address. Without these attachments, a hearing on the
Disclosure Statement would be a futile exercise.

Century says that should the Court move forward with the hearing,
the Debtors' proposed Disclosure Statement should be rejected
because it lacks critical information necessary for claimants to
make an informed judgment about the Proposed Plan. Most critically,
the Disclosure Statement fails to adequately describe the available
assets and expected liabilities of the Debtors, the Settlement
Trust, and the unidentified third parties slated to receive
releases under the proposed Global Resolution Plan.

As a result, according to Century, claimants are unable to
determine (i) whether the Debtors and those third parties will make
sufficient contributions to the Settlement Trust to justify the
proposed releases; (ii) the value of the assets that will be
available to the Settlement Trust if the proposed Global Resolution
Plan is confirmed; (iii) the number of Abuse Claims that the
Debtors anticipate will qualify for payment under the Trust
Distribution Procedures; and (iv) the likely recovery by any
individual Non-Settling Insurer or Abuse Claimant who submits a
claim to the Settlement Trust. Absent this basic information,
parties are left to guess whether the proposed Global Resolution
Plan will be in their best interest or if they would be better off
pursuing claims directly against the Local Councils and Chartered
Organizations, who remain solvent and have substantial assets.

Other deficiencies abound, Century points out:

   * The Disclosure Statement contains an impermissibly broad
release, encompassing claims having nothing to do with scouting
activities, and protecting various non-debtor third parties without
explaining why such non-debtor parties are entitled to be released.
This release contravenes well-established precedent and must be
stricken. The proposed Channeling Injunction would also enjoin
claims having little or nothing to do with the Boy Scouts, but
nowhere does the Disclosure Statement mention this fact. Further,
the Disclosure Statement fails to disclose material risks related
to insurance coverage, thereby withholding key information that
could profoundly affect potential distributions to Abuse Claimants
under the Trust Distribution Procedures. For example, the
Disclosure Statement does not disclose the substantial risk that
the proposed assignment of the Debtors' insurance policies to the
Settlement Trust would violate those policies' anti-assignment
provisions, nor does it mention the numerous aspects of the
Proposed Plan on which the Debtors have refused to cooperate with
insurers.

   * The Disclosure Statement also fails to explain how potential
insurance proceeds would be utilized by the Settlement Trust,
including the possibility that such proceeds would go toward
administrative expenses. What's more, the Disclosure Statement
promises that a Cooperation Agreement will govern the terms of
cooperation between the Debtors and the Settlement Trust— a
relationship critical to the efficient resolution of Abuse
Claims—but it fails to include that agreement or even to
generally describe its contents. The Disclosure Statement is also
silent on the Debtors' intentions with respect to the First
Encounter Agreement, a 1996 agreement that could have significant
ramifications for insurance coverage; because the Debtors and -- if
the Global Resolution Plan is approved, the non-debtors -- intend
to assign their insurance rights to the Settlement Trust, the
Settlement Trust should similarly be bound by the First Encounter
Agreement.

   * Making matters worse, the Disclosure Statement fails to
explain whether self-insured retentions ("SIRs") will be honored or
applied under the Proposed Plan, leaving insurers in the dark and
leaving creditors with the prospect of absorbing the first $1
million before accessing excess coverage. Further, the Disclosure
Statement offers no explanation of how Century's secured claim
would be treated (nor those of other, similarly situated insurers).
Finally, it neglects to explain the impact that the judgment
reduction clause in the Hartford Settlement will have on the
Debtors and the Settlement Trust. For each of these reasons, the
Disclosure Statement fails to provide "adequate information" for
claimants to make an informed decision about the Proposed Plan, and
must be rejected under section 1125(b) of the Bankruptcy Code.

   * The Court should also reject the Disclosure Statement on the
ground that it describes a patently unconfirmable plan. The Third
Circuit has repeatedly made clear that courts should reject a
disclosure statement if the underlying plan has no hope of
confirmation, as is the case here. Indeed, the Proposed Plan
unfairly discriminates against the Debtors' insurers, is not
insurance neutral, deprives creditors of their rights, creates
perverse incentives that the drafters of the Bankruptcy Code sought
to prevent, and oversteps by improperly exculpating the Debtors'
attorneys despite the Bankruptcy Court and District Court
expressing preserving Century's claims against Sidley Austin.
Unless modified, the Proposed Plan has no hope of confirmation and
should not be permitted to move beyond the disclosure statement
phase.

Counsel for Century Indemnity Company, as successor to CCI
Insurance Company, as successor to Insurance Company of North
America and Indemnity Insurance Company of North America:

     STAMOULIS & WEINBLATT LLC
     800 N. West Street
     Third Floor
     Wilmington, Delaware 19801

     O'MELVENY & MYERS LLP
     Times Square Tower
     7 Times Square
     New York, New York 10036-6537

                    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.


BRAZOS ELECTRIC: Hopeful to Receive Legislative Relief
------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Brazos Electric Power
Cooperative is "hopeful" that Texas lawmakers will provide some
kind of financial relief for utilities left with huge power bills
after Winter Storm Uri, a lawyer for the power seller told U.S.
Bankruptcy Judge David Jones on Thursday, May 13, 2021.

Brazos is closely watching Senate Bill 1580 and House Bill 4492,
Louis Strubeck of Norton Rose Fulbright said in a hearing. SB 1580
would allow electric co-ops like Brazos to securitize debts
incurred during the winter storm. HB 4492 would allow for "broader"
securitization of costs from the storm, with a focus on state grid
operator ERCOT, Strubeck said.

                About Brazos Electric Power Cooperative

Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power.  At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.

Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725)
on March 1, 2021.  At the time of the filing, the Debtor
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.

Judge David R. Jones oversees the case.

The Debtor tapped Norton Rose Fulbright US, LLP, as bankruptcy
counsel, Foley & Lardner LLP and Eversheds Sutherland US LLP as
special counsel, Collet & Associates LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor.  Stretto is the
claims and noticing agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's case on March 15, 2021.  The
committee is represented by the law firms of Porter Hedges, LLP and
Kramer, Levin, Naftalis & Frankel, LLP.  FTI Consulting, Inc., is
the committee's financial advisor.


BRGSSC LLC: Seeks Approval to Hire David Cain as Attorney
---------------------------------------------------------
BRGSSC, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ David Cain, Esq., an attorney
practicing in San Antonio, Texas, to handle its Chapter 11 case.

Mr. Cain will render these legal services:

     (a) advise the Debtor regarding its rights, duties and
powers;

     (b) prepare and file any statements, schedules, Chapter 11
plans, pleadings and other documents;

     (c) represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in its
Chapter 11 case; and

     (d) perform such other legal services as may be necessary in
connection with the case.

The attorney will be billed at an hourly rate of $300.

Mr. Cain disclosed in a court filing that he does not represent
interests adverse to the Debtor or the estate in the matters upon
which he is to be engaged.

The attorney can be reached at:

     David T. Cain, Esq.
     8626 Tesoro Dr., Ste. 811
     San Antonio, TX 78217
     Telephone: (210) 308-0388
     Facsimile: (210) 503-5033
     Email: caindt@swbell.net

                          About BRGSSC LLC

BRGSSC, LLC filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-50548) on May
3, 2021, listing under $1 million in both assets and liabilities.
Gerardo Briseno-Richards, president, signed the petition. Judge
Craig A. Gargotta oversees the case. David T. Cain, Esq. serves as
the Debtor's legal counsel.


BRIAN WITZER: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, has granted the emergency motion filed by the
Law Offices of Brian D. Witzer, Inc., for an order authorizing use
of cash collateral on a final basis.

The Debtor requires the use of cash collateral in which its secured
creditors, U.S. Small Business Administration and Pravati Credit
Fund III LP, assert an interest to pay reasonable expenses it
incurs during the ordinary course of its business.

As previously reported by the Troubled Company Reporter, the event
that precipitated the filing of the Debtor's Chapter 11 bankruptcy
case was the Order Denying Debtor's Motion to Vacate the Judgment
entered in favor of Pravati Credit Fund III LP. On November 22,
2019, Pravati filed an action against the Debtor and its principal
Brain D. Witzer in the Superior Court of California, County of Los
Angeles, for their alleged breaches of nonrecourse advance
agreement to fund the Debtor's litigation activities.

Prior to commencing the State Court Action, the parties had
arbitrated the matter in Arizona, per the terms of the Agreement's
arbitration clause. The arbitrator panel found in Pravati's favor,
finding that Pravati was entitled to recover $7,981,502 from the
Debtor and Mr. Witzer. On November 30, 2020, the court in the State
Court Action granted Pravati's Petition to Confirm the Arbitration
Award, and, on December 21, 2020, the judgment was entered.

On January 4,2021, the Debtor filed a Motion to Vacate the Judgment
pursuant to Code of Civil Procedure section 663. On March 4, 2021,
the Court issued an Order Denying Debtor's Motion to Vacate.

The Debtor is confident that it can enter into plan treatment
stipulations with its creditors. The Debtor's proposed counsel has
already commenced settlement discussions with Pravati. The Debtor
is optimistic about the prospects of its reorganizational efforts.

A copy of the order is available for free at https://bit.ly/3ojp31Q
from PacerMonitor.com.

           About Law Offices of Brian D. Witzer, Inc.

The Law Offices of Brian D. Witzer -- https://witzerlaw.com --
specializes in serious personal injury, pharmaceutical litigation,
traumatic brain injury, premises liability, construction liability,
product liability, sexual assaults, and bad faith insurance.

The Law Offices of Brian D. Witzer sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No.
21-12517) on March 29, 2021. In the petition signed by Brian D.
Witzer, chief executive officer and owner, the Debtor disclosed up
to $500,000 in assets and up to $50 million in liabilities.

Judge Neil W. Bason oversees the case.

Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger
is the Debtor's legal counsel.



BRITT TRUCKING: Selling Odessa Industrial Park Property for $500K
-----------------------------------------------------------------
Britt Trucking Co. asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the sale of its real property
situated in Ector County, Texas, to Jhans Diaz for $500,000.

The Property is described as Lot 1, Block 2, Odessa Industrial
Park, a Subdivision of Ector County, Texas, according to the map or
plat thereof of record in Volume 11, Page 4, Plat Records, Ector
County, Texas; SAVE AND EXCEPT, all oil, gas, and other minerals
in, on or under said land reserved by prior grantors; and SUBJECT
TO, any and all oil and gas leases, easements, rights of way, and
covenants or restrictions of record in the Office of the County
Clerk of Ector County, Texas, together with all improvements
thereon.

A hearing on the Motion is set for May 26, 2021, at 1:30 p.m.
Objections, if any, must be filed at least five days in advance of
the hearing date.

The Debtor owns the Odessa Industrial Park Property.  It has has
agreed to sell it to the Buyer for $500,000.

Mr. Diaz has agreed to pay, and Debtor has agreed to accept, the
$500,000 for the Odessa Industrial Park Property payable as
follows:

      a. $140,000.00 cash on closing; and

      b. $360,000 evidenced by a Promissory Note in that amount
bearing interest at the rate of 8% per annum and payable in monthly
installments of $3,500 per month with an additional payment of
$30,000 to be applied to unpaid principal every six months after
the loan is closed until the entire note is paid.  The Promissory
Note will be secured by a Deed of Trust Lien.

The Debtor and Mr. Diaz have entered into a written Commercial
Contract - Improved Property setting forth the terms and conditions
of the sale.  The sale will be closed at Basin Abstract & Title
Company, 4526 E. University Blvd., Odessa, Texas 79762.  

There will be deducted from the sales price the cost of an owner's
policy of title insurance, taxes pro-rated to date of closing,
plus the usual closing costs.  The property is being sold "as is."
From the sales price, there will also be deducted and paid a
"Sellers Only" real estate commission to Pine Beckett Realtors,
4400 N. Big Spring E-100, Midland, Texas 79705.  Mr. Diaz has
deposited $140,000 earnest money with Basin Abstract & Title Co.,
Inc.  The closing of the sale will be as soon as feasible after
entry of an Order approving the sale by the Court.

Any party wanting a copy of the Contract is invited to request one
from the Debtor's Counsel.

The Purchaser:

           Jhans Diaz
           2735 Cold Water Trail
           Grand Prairie, TX

                       About Britt Trucking

Britt Trucking Company is a Lamesa, Texas-based company that
operates in the general freight trucking industry.

Britt Trucking Company filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case
No.
21-50031) on March 3, 2021.  Larry Price, president, signed the
petition.  In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.

Judge Robert L. Jones oversees the case.

R. Byrn Bass, Jr., Esq., and Craig, Terrill, Hale & Grantham,
L.L.P. serve as the Debtor's bankruptcy counsel and special
counsel, respectively.



BROOKFIELD RESIDENTIAL: Moody's Lowers Sr. Unsecured Notes to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Brookfield Residential
Properties Inc.'s senior unsecured notes to B2 from B1. Brookfield
Residential's B1 Corporate Family Rating, B1-PD Probability of
Default Rating and SGL-3 Speculative Grade Liquidity Rating remain
unchanged. The outlook is stable.

The downgrade of the existing senior unsecured notes reflects the
increase in secured construction loans at the company's
OliverMcMillan Spectrum Emery LLC and OliverMcMillan Kuhio LLC
subsidiaries to fund mixed use developments. At March 2021, the
amount outstanding had grown to around $390 million from about $230
million the prior year. As a result, and in accordance with Moody's
Loss Given Default for Speculative-Grade Companies methodology, the
unsecured notes are now rated one notch under the B1 CFR given
their subordination to the secured debt. Moody's expects the amount
outstanding under the construction loans to increase further to
around $500 million as the company completes the projects. The book
value of the assets securing the construction loans was
approximately $700 million as of March 2021.

Downgrades:

Issuer: Brookfield Residential Properties Inc.

Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD4)
from B1 (LGD4)

RATINGS RATIONALE

Brookfield Residential (B1 CFR) benefits from: (1) geographic
diversification with operations in both Canada and the US,
including homebuilding, land development and mixed-use properties;
(2) sizeable, low-cost land holdings providing flexibility around
pace of investment in new lot inventory; (3) presence in markets
characterized by favorable housing trends; and (4) solid gross
profit margins (20% LTM Dec-20). The company is constrained by: (1)
revenue concentration in California (40% of housing revenues in
2020); (2) exposure to volatile and capital intensive mixed-use
property development business; and (3) cash distributions to parent
(Brookfield Asset Management, Baa1 stable; BAM) limiting capacity
to reduce leverage (about 40% debt to capitalization at Mar-21).

Brookfield Residential has adequate liquidity (SGL-3). Moody's
estimate sources total about $625 million compared to uses of
around $200 million. As of March 2021, sources consist of $325
million in cash on hand, and close to $300 million available under
the company's committed $675 million revolver due September 2022.
Uses include Moody's forecast for negative free cash flow of about
$120 million over the next twelve months and about $70 million in
payments related to project-specific financings. The company has
strong sources of alternate liquidity to raise cash given its
robust land inventory position, with assets largely unencumbered.
Moody's expect the company to maintain an adequate cushion under
its covenants, including a minimum tangible net worth of $2.4
billion and maximum total debt to capitalization of 65%.

Governance considerations for Brookfield Residential include the
company's complex corporate and ownership structure and its
position as a wholly-owned direct subsidiary of BAM. Moody's expect
Brookfield Residential to continue upstreaming cash, which
increases the company's dependence on debt to fund growth and
limits its capacity to reduce leverage (debt to EBITDA at 7.8x as
of year-end 2020). Most recently, the company distributed $350
million to BAM during Q1 2021. However, as an investment grade
global asset manager, Moody's expect BAM to provide financial
assistance to Brookfield Residential in case of need, consistent
with its track record of past support, including during the 2008
housing downturn. Moody's expect BAM will for most part allow the
company to operate as a stand-alone independent entity, but future,
additional sizeable distributions remain a risk.

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

The rating could be upgraded if Brookfield Residential is likely to
sustain debt/capitalization below 40% while maintaining solid
profitability and liquidity.

The rating could be downgraded if Brookfield Residential increases
its debt/capitalization above 60% on a sustained basis or if
interest coverage (EBIT/interest) declines below 2.0x.

Brookfield Residential Properties Inc., incorporated in Ontario,
Canada, is a wholly-owned subsidiary of Brookfield Asset Management
Inc. and has been developing land and building homes in Canada and
the US for over 60 years. Revenues are approximately $2.1 billion.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.


BROOKFIELD RESIDENTIAL: Moody's Rates New Dual Tranche Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Brookfield
Residential Properties Inc.'s proposed dual tranche (CAD and USD)
senior unsecured notes totaling $549 million due 2029 with
Brookfield Residential US LLC as a coborrower. Brookfield
Residential's B1 Corporate Family Rating, B1-PD Probability of
Default Rating and SGL-3 Speculative Grade Liquidity Rating remain
unchanged. The outlook is stable.

Proceeds from the proposed issuance will be used to refinance
Brookfield Residential's senior unsecured C$250 million and $350
million notes due in 2023 and 2025, respectively. The leverage
neutral transaction enhances BRPI's maturity profile.

Assignments:

Issuer: Brookfield Residential Properties Inc.

Foreign Currency Senior Unsecured Regular Bond/Debenture, Assigned
B2 (LGD4)

Local Currency Senior Unsecured Regular Bond/Debenture, Assigned
B2 (LGD4)

RATINGS RATIONALE

Brookfield Residential (B1 CFR) benefits from: (1) geographic
diversification with operations in both Canada and the US,
including homebuilding, land development and mixed-use properties;
(2) sizeable, low-cost land holdings providing flexibility around
pace of investment in new lot inventory; (3) presence in markets
characterized by favorable housing trends; and (4) solid gross
profit margins (20% LTM Dec-20). The company is constrained by: (1)
revenue concentration in California (40% of housing revenues in
2020); (2) exposure to volatile and capital intensive mixed-use
property development business; and (3) cash distributions to parent
(Brookfield Asset Management Inc., Baa1 stable; BAM) limiting
capacity to reduce leverage (about 40% debt to capitalization at
Mar-21).

The unsecured notes are rated at B2, one notch below the B1 CFR,
reflecting their subordination to the secured debt in the capital
structure. At March 2021, Brookfield Residential had around $390
million outstanding under secured construction loans at the
company's OliverMcMillan Spectrum Emery LLC and OliverMcMillan
Kuhio LLC subsidiaries to fund mixed use developments.

Brookfield Residential has adequate liquidity (SGL-3). Moody's
estimate sources total about $625 million compared to uses of
around $200 million. As of March 2021, sources consist of $325
million in cash on hand, and close to $300 million available under
the company's committed $675 million revolver due September 2022.
Uses include Moody's forecast for negative free cash flow of about
$120 million over the next twelve months and about $70 million in
payments related to project-specific financings. The company has
strong sources of alternate liquidity to raise cash given its
robust land inventory position, with assets largely unencumbered.
Moody's expect the company to maintain an adequate cushion under
its covenants, including a minimum tangible net worth of $2.4
billion and maximum total debt to capitalization of 65%.

Governance considerations for Brookfield Residential include the
company's complex corporate and ownership structure and its
position as a wholly-owned direct subsidiary of BAM. Moody's expect
Brookfield Residential to continue upstreaming cash, which
increases the company's dependence on debt to fund growth and
limits its capacity to reduce leverage (debt to EBITDA at 7.8x as
of year-end 2020). Most recently, the company distributed $350
million to BAM during Q1 2021. However, as an investment grade
global asset manager, Moody's expect BAM to provide financial
assistance to Brookfield Residential in case of need, consistent
with its track record of past support, including during the 2008
housing downturn. Moody's expect BAM will for most part allow the
company to operate as a stand-alone independent entity, but future,
additional sizeable distributions remain a risk.

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

The rating could be upgraded if Brookfield Residential is likely to
sustain debt/capitalization below 40% while maintaining solid
profitability and liquidity.

The rating could be downgraded if Brookfield Residential increases
its debt/capitalization above 60% on a sustained basis or if
interest coverage (EBIT/interest) declines below 2.0x.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.

Brookfield Residential Properties Inc., incorporated in Ontario,
Canada, is a wholly-owned subsidiary of Brookfield Asset Management
Inc. and has been developing land and building homes in Canada and
the US for over 60 years. Revenues are approximately $2.1 billion.


BROOKFIELD RESIDENTIAL: S&P Rates New Senior Unsecured Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to Brookfield Residential Properties Inc.'s
proposed dual tranches (to be issued in Canadian and U.S.
dominations) of senior unsecured notes due 2029. The two tranches
are expected to aggregate to US$549 million. The '2' recovery
rating indicates S&P's 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 issuance,
together with cash on hand, to fully redeem its existing C$250
million notes due 2023 and US$350 million notes due 2025.



BROOKS AUTOMATION: Moody's Puts Ba3 CFR Under Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the credit ratings of Brooks
Automation, Inc., including the Ba3 Corporate Family Rating and Ba3
senior secured bank credit facility, under review for downgrade.
This rating action follows yesterday's announcement that Brooks
plans to separate into two independent publicly traded companies
comprised of the operations of the semiconductor business and the
life sciences business, respectively[1]. Brooks anticipates
completing the separation by the end of the current calendar year.
The SGL-1 speculative grade liquidity rating is unchanged.

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

The remaining Brooks entity will have smaller scale, comprised of
only one of its two businesses once the separation is complete.
Though the semiconductor business, which will be distributed to
shareholders, will retain the "Brooks Automation" name, Moody's
expects that the life sciences business will remain within the
existing Brooks entity.

Though Brooks intends to execute the separation in a tax efficient
manner, the exact details of the separation are pending. Brooks has
not indicated whether the semiconductor business will pay a
dividend to Brooks and what may be the debt capital structure of
Brooks following the separation.

The review will focus on the plans for Brooks following the
separation, including: (1) the size of any dividend to Brooks from
the semiconductor business; (2) Brooks' proforma debt capital
structure and financial policy; (3) Brooks' strategy including R&D
priorities and M&A plans; and (4) any tax impact of the separation
and any planned dividend to Brooks.

On Review for Downgrade:

Issuer: Brooks Automation, Inc.

Corporate Family Rating, Placed on Review for Downgrade, currently
Ba3

Probability of Default Rating, Placed on Review for Downgrade,
currently Ba3-PD

Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Ba3 (LGD3)

Outlook Actions:

Issuer: Brooks Automation, Inc.

Outlook, Changed To Rating Under Review From Stable

Brooks Automation, Inc, based in Chelmsford, Massachusetts,
operates in the semiconductor capital equipment market and in the
life sciences equipment and services market. The company's
semiconductor business is a leading supplier of automation systems,
contamination control systems and related services to semi-cap OEMs
and to semiconductor manufacturers. The company's life sciences
business is a leading provider of sample management systems and
services as well as genomics services.

The principal methodology used in these ratings was Semiconductor
Methodology published in December 2020.


C & C ENTITY: May Use Cash Collateral Thru June 5
-------------------------------------------------
Judge Ashley M. Chan authorized C & C Entity, L.P., and affiliated
Debtors Cardile Mushrooms, Inc.; and Cardile Mushrooms C&M, LLC to
use cash collateral through and including June 5, 2021, pursuant to
separate budgets for Cardile Mushrooms C&M and Cardile Mushrooms,
Inc.

Cardile Mushrooms Inc.'s cash collateral budget provided for total
expenses at (i) $1,024,525 for the period from May 1 to May 29,
2021, and (ii) $259,950 for the period from May 30 to June 5, 2021.


Cardile Mushrooms C&M's cash collateral budget provided for total
expenses at (i) $857,052 for the period from May 1 to May 29, 2021,
and (ii) $214,660 for the period from May 30 to June 5, 2021.

With respect to adequate protection to the Pre-petition Secured
Lenders' interests in the cash collateral, the Court ruled that:

   * each of the Pre-petition Secured Lenders is granted Rollover
and Replacement Liens on all of the Debtors' post-petition
collateral to the same extent and in accordance the relative
priority of their respective pre-petition liens, for the amount of
diminution in the value of the Pre-petition Secured Lenders'
interest in the cash collateral, which diminution may result from
the Debtors' use of the cash collateral.

   * to the extent that the Rollover Liens granted are inadequate
to replace the diminution in the value of the cash collateral, the
Pre-petition Secured Lenders' claims shall be entitled to
administrative priority pursuant to Sections 503(b) and 507(b) of
the Bankruptcy Code in accordance with the relative priority of
their respective prepetition liens, but with priority over all
claims against the Debtors to the extent permitted by the
Bankruptcy Code, but in no event priming fees payable to the United
States Trustee.

   * the Debtors shall continue paying Community Federal Savings
Bank (CFSB) monthly adequate protection payments of $5,000 on the
first day of each month.

   * the Debtors shall continue paying CFS-4 IV, LLC (CFS-4)
monthly adequate protection payments of $1,000 on the first day of
each month.

   * the Debtors and a duly employed Liquidation Consultant shall
create a marketing plan acceptable to CFSB by May 28, 2021.

   * the Debtor shall thereafter file the appropriate procedures
motion for the structured disposition of its assets not later than
May 28, 2021.

The Pre-petition Secured Lenders may request additional protection
from time to time with respect to the Pre-petition Collateral,
including the cash collateral.  A copy of the order is available
for free at https://bit.ly/2R4ey6v from PacerMonitor.com.

A subsequent or final hearing on the Motion will be held on June 2,
2021, at 12:30 p.m. by telephonic appearance.  Related objections
or responses must be filed with the Court no later than May 28,
2021 at 5:00 p.m.

                      About C & C Entity L.P.

C & C Entity, L.P. filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
20-13775) on Sept. 18, 2020. C & C President Charles Cardile, Jr.
signed the petition.

At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of less than $50,000.

Judge Ashely M. Chan oversees the case.

The Debtor tapped Offit Kurman, P.C. as its legal counsel and
Umbreit Wileczek & Associates, P.C. as its accountant.



CALAMP CORPORATION: Egan-Jones Keeps CCC Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by CalAmp Corporation. EJR also maintained its 'C'
rating on commercial paper issued by the Company.

Headquartered in Irvine, California, CalAmp Corporation delivers
wireless access and computer technologies.



CEN BIOTECH: Incurs $623K Net Loss in First Quarter
---------------------------------------------------
CEN Biotech, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $623,035
for the three months ended March 31, 2021, compared to a net loss
of $1.30 million for the three months ended March 31, 2020.

As of March 31, 2021, the Company had $6.21 million in total
assets, $16.68 million in total liabilities, and a total
shareholders' deficit of $10.46 million.

As of March 31, 2021 and Dec. 31, 2020, the Company's liquid assets
consisted of cash of $780 and $1,908, respectively.

As of March 31, 2021, the Company's indebtedness includes a patent
acquisition liability of $1,380,000, accrued interest of
$1,237,430, accrued interest to related parties of $1,696,874, as
well as loans payable, loans payable to related parties,
convertible notes and convertible notes to related parties totaling
$11,304,939, with maturity dates.  The convertible notes are
generally due two years from issuance with notes maturing in 2018
through 2023.  As of May 12, 2021 the Company is currently in
default of $9,172,590 of unsecured debt.  The Company expects its
operating and administrative expenses to be at least $1,200,000
annually.

The Company intends to fund its expenses through the issuance and
sale of additional securities.  The Company does not have any
commitments from any persons to purchase any securities and there
can be no assurance that it will be able to raise sufficient funds
to pay its liabilities as they become due and payable.

The Company has not generated positive cash flows from operating
activities.  During the three months ended March 31, 2021, the
Company used $61,128 in operating activities compared to $180,213
used in operating activities during the three months ended March
31, 2020.  The decrease in the use of operating cash between the
two periods related primarily to a decrease in the Company's
overall net loss driven by decreased levels of interest expense and
collections on other receivables, as offset by an unfavorable
change in exchange rates.

The Company uses of cash flow for investing activities during the
three months ended March 31, 2021 was $50,000 compared to $0 during
the three months ended March 31, 2020.  During the three months
ended March 31, 2021, the Company's use of cash flows for investing
activities were comprised of advances to CEN Ukraine of $50,000.
By comparison, during the three months ended March 31, 2020, the
Company did not have any cash flows from investing activities.

During the three months ended March 31, 2021, the Company received
$110,000 through issuance of convertible notes to investors to fund
its working capital requirements.  During the three months ended
March 31, 2020, the Company received $178,000 through issuance of
convertible notes to investors to fund its working capital
requirements.

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

https://www.sec.gov/Archives/edgar/data/1653821/000143774921011851/cenb20210331_10q.htm

                         About CEN Biotech

CEN Biotech, Inc. -- tp://www.cenbiotechinc.com -- is focused on
the manufacturing, production and development of Light Emitting
Diode lighting technology and hemp products. The Company intends to
explore the usage of hemp, which it intends to cultivate for usage
in industrial, medical and food products. Its principal office is
located at 300-3295 Quality Way, Windsor, Ontario, Canada.

CEN Biotech reported net income of $14.25 million for the year
ended Dec. 31, 2020, compared to a net loss of $5.65 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$6.31 million in total assets, $16.30 million in total liabilities,
and a total shareholders' deficit of $9.99 million.  

Mazars USA LLP, in New York, New York, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 12, 2021, citing that the Company has incurred significant
operating losses and negative cash flows from operations since
inception.  The Company also had an accumulated deficit of
$27,060,527 at Dec. 31, 2020.  The Company is dependent on
obtaining necessary funding from outside sources, including
obtaining additional funding from the sale of securities in order
to continue their operations.  The COVID-19 pandemic has hindered
the Company's ability to raise capital.  These conditions raise
substantial doubt about its ability to continue as a going concern.


CHART INDUSTRIES: Egan-Jones Keeps BB+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on April 27, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Chart Industries, Inc.

Headquartered in Ball Ground, Georgia, Chart Industries, Inc.
operates as a global manufacturer of equipment used in the
production, storage, and end-use of hydrocarbon and industrial
gases.



CHASE MERRITT: Hoffman Buying North Tustin Property for $1.565M
---------------------------------------------------------------
Chase Merritt Global Fund, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of its
interests in the real property located at 19362 Fisher Lane, in
North Tustin, California, to Dean Hoffman, Jr., for $1.565 million
payable in cash at close and pursuant to the terms and conditions
of the Purchase and Sale Agreement dated as of April 6, 2021,
subject to overbid.

A hearing on the Motion is set for May 20, 2021, at 10:30 a.m.

The Debtor's primary creditor is Green Rock II, LLC, which is
secured by a Deed of Trust recorded on the Property and another
real property on 10332 Mira Vista Drive in Santa Ana, CA 92705.
The current proposed sale only concerns the Property and Green Rock
will retain its lien on the Mira Vista Property after the sale if
Green Rock has not been paid in full.  In addition to the Deed of
Trust recorded on the Property in the estimated amount of $1.6
million (subject to the Debtor's pending Claim Objection), the
Debtor also owes Orange County property taxes estimated at
$31,830.89.

The Debtor's largest and most valuable asset is the Property.  The
Debtor intends to sell the Property free and clear of Green Rock's
lien.  The Debtor will pay any and all property taxes due on the
Property out of escrow and has agreed to pay $1.4 million out of
escrow to Green Rock with Green Rock retaining a lien on Mira Vista
Property for any amount remaining due to Green Rock after receipt
of the $1,400,000 as well as a lien on the net proceeds of the sale
of the Property, if any.

The Debtor employed as its real estate broker in order to market
for sale, Compass Newport Beach and Christopher Kwon, by Order
entered on March 1, 2021.  As set forth in particularity in the
Declaration of Christopher Kwon, the Broker has aggressively sought
out a purchaser for the Property for almost three months, and
received two formal written offers on the Property.  

Time is of the essence as the Debtor's pre-petition lender, Green
Rock has already moved for relief and moved to dismiss the case
once in the matter.  In addition, a considerable amount of interest
accrues on the debt at a monthly rate of at least $10,000 a month.
A foreclosure sale was pending prior to the filing of the Chapter
11 case and has been continued as a result of the automatic stay in
place.

The Debtor has entered into the Purchase Agreement with the Buyer,
which will be subject to overbidding at an Auction conducted before
the Court on May 20, 2021 at 10:30 a.m. pursuant to the Proposed
Bid Procedures outlined in the Motion.

The salient terms of the Agreement are:

     a. Purchase Price: $1.565 million.  After payment of the
undisputed portion of the deed of trust on the Real Property,
property taxes and commission, the estate will receive the
approximate sum of $64,000 at Close of Escrow.

     b. Overbid Procedure: Minimum overbid - $15,000 above the
present offer and any subsequent overbids will be at least $5,000
over the preceding offer.  Minimum Deposits - $5,000, plus the
initial overbid of $15,000 or a total of $20,000, will be by
cashier's check payable to Lighthouse Escrow, Inc. at 2355 Main
Street, Ste. 130, Irvine, CA 92614.  Must show evidence acceptable
to counsel for Debtor of ability to close sale within fourteen days
of entry of the Order approving sale.  

     c. Payment of Commission: The Debtor has retained Compass Real
Estate to market the Real Property.  Brokers will be paid a
commission at Close of Escrow in the amount of $70,425 (4.5 % of
Gross Sales price).

     d. Representation & Warranties: The Real Property will be sold
on an "as is, where is" basis and without representations or
warranties of any kind, nature or description by the Debtor, except
to the extent expressly set forth in the PSA.

     e. Treatment of Liens: The Real Property will be sold, subject
to approval by order of the Bankruptcy Court entered after the
approval of the sale by the Court, free and clear of all liens,
claims, and adverse claims of ownership, with any monetary liens
against the Property to attach to the net proceeds of the sale with
the same priority as existed with respect to the Property.  Secured
Creditor Green Rock II will be paid $1.4 million at close of escrow
and property taxes will be paid in full at the close of escrow.

     f. In the event there is a Successful Bidder other than Dean
Hoffman, Jr., Dean Hoffman, Jr. can recover his due diligence costs
including, but not limited to, costs of inspection and appraisal
report in an amount up to $7,000 out of the proceeds of the sale
upon close of escrow upon sufficient proof of payment of such
costs.

The Debtor requests that the Court authorizes the payment of
Broker's commission and the Buyer's broker's split of that
commission, which was previously approved in the Court's order
approving the Debtor's application to employ Broker as its real
estate broker, from
escrow.  The Court authorized an even split of the commission but
the Debtor's Broker has agreed to an uneven split with a larger
portion of the total commission going to McClellan Realty.

Absent any objection to the Motion, the Debtor asks that the 14-day
stay set forth in Bankruptcy Rules 6004(h) be waived as the Buyer
has patiently waited and desires to quickly close the Sale.

A copy of the Agreement is available at
https://tinyurl.com/kzay8peu from PacerMonitor.com free of charge.

                        About Chase Merritt

Chase Merritt Global Fund, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10135) on
Jan. 20, 2021.  Paul Nguyen, manager, signed the petition.  At the
time of the filing, the Debtor disclosed $2.7 million and
liabilities of $1.315 million.

Judge Scott C. Clarkson oversees the case.  The Debtor is
represented by the Law Office of W. Derek May.



CINCINNATI BELL: Egan-Jones Keeps B- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on April 30, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Cincinnati Bell Inc. EJR also maintained its 'B'
rating on commercial paper issued by the Company.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. is a local
exchange and wireless provider serving residential and business
customers.



CITY-WIDE COMMUNITY: Seeks to Tap Wiley Law Group as Legal Counsel
------------------------------------------------------------------
City-Wide Community Development Corp. and its affiliates seek
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ the Wiley Law Group, PLLC as their legal
counsel.

Wiley Law Group will render these legal services:

     (a) advise and represent the Debtor in negotiations for final
resolution of creditor claims;

     (b) advise the Debtors regarding their powers and duties in
their Chapter 11 cases;

     (c) appear in the bankruptcy court to protect the interests of
the Debtors;

     (d) attend meetings as requested by the Debtors; and

     (e) perform all other legal services for the Debtors that may
be necessary and proper in these cases.

The hourly rates of Wiley Law Group's attorneys and staff are as
follows:

     Attorneys                                $475
     Legal Assistants and Paralegals   $100 - $150

Wiley Law Group will seek reimbursement for expenses incurred.

Kevin Wiley, Sr., Esq., and Kevin Wiley, Jr., members of Wiley Law
Group, disclosed in court filings that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Kevin S. Wiley, Sr., Esq.
     Kevin S. Wiley, Jr., Esq.
     The Wiley Law Group, PLLC
     325 N. St. Paul Street, Suite 2750
     Dallas, TX 75201
     Telephone: (214) 537-9572
     Facsimile: (972) 449-5717
     Email: kevin.wileysr@tx.rr.com
            kwiley@lkswjr.com

            About City-Wide Community Development Corp.

City-Wide Community Development Corp. and affiliates are primarily
engaged in renting and leasing real estate properties.

City-Wide Community Development Corp. and affiliates Lancaster
Urban Village Residential, LLC and Lancaster Urban Village
Commercial, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 21-30847) on April
30, 2021. In the petitions signed by Sherman Roberts, president and
chief executive officer, the Debtors disclosed $12,026,657 in
assets and $10,332,946 in liabilities. Judge Michelle V. Larson
oversees the cases. Kevin S. Wiley, Sr., Esq. and Kevin S. Wiley,
Jr., Esq. at the Wiley Law Group, PLLC, are the Debtors' legal
counsel.


CLEVELAND-CLIFFS :Egan-Jones Keeps B Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on April 27, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Cleveland-Cliffs Inc.

Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc.
manufactures custom-made pellets and hot briquetted iron,
flat-rolled carbon steel, stainless, electrical, plate, tinplate
and long steel products, as well as carbon and stainless steel
tubing, hot and cold stamping and tooling.



CLUB CAR: S&P Alters Outlook to Negative, Affirms 'B' ICR
---------------------------------------------------------
S&P Global Ratings revised its rating outlook on Club Car LLC to
negative from stable and affirmed the 'B' issuer credit rating
assigned May 3. S&P also affirmed the 'B' issue-level rating, with
a '3' recovery rating, on the company's term loan B, and our 'CCC+'
issue-level rating, with a '6' recovery rating on the unsecured
notes.

On April 12, 2021, Ingersoll Rand Inc. entered into an agreement to
sell its specialty vehicle technologies segment (Club Car LLC) to
private-equity firm Platinum Equity in a $1.68 billion all-cash
transaction. In connection with the transaction, the holding
company MajorDrive Holdings IV LLC issued a $100 million
asset-based lending (ABL) facility, a $775 million senior secured
term loan B, and $450 million of senior unsecured notes.

Club Car announced a proposed $75 million upsize to the unsecured
notes offering, bringing the total amount of unsecured notes to
$525 million.

S&P said, "The negative outlook reflects that we now expect very
little cushion against our 7x downgrade threshold in 2022. Although
under our current base case set of assumptions we expect the
company will reduce leverage to the mid- to high-6x range in 2022
through a combination of increased revenues, expanded margins and
voluntary debt repayment, a demand pull back in either the golf or
consumer segment, slow operational improvement, or a leveraging
capital allocation strategy could slow de-leveraging. Additionally,
we view the note upsize as a signal of sponsor tolerance for higher
leverage at the inception of the buyout that could cause
de-leveraging to be slower than assumed if the company
underperforms our base case.

"Our issuer credit rating reflects Club Car's high leverage,
financial-sponsor ownership, participation in the cyclical golf and
consumer markets, concentrated manufacturing footprint, and narrow
product focus in golf carts and other low-speed vehicles. These
positive credit factors are partially offset by its leading market
position and strong brand recognition, good distribution strategy,
track record of successful product introductions, and solid free
cash flow generation. We expect Club Car to reduce its very high
leverage following the leveraged buyout to the mid- to high-6x area
in 2022, from around 8.5x in 2021, on EBITDA growth and modest debt
repayment. In addition to its high expected leverage, we view the
company's financial-sponsor ownership as increasing its business
risk because financial sponsors tend to use incremental leverage to
fund acquisitions, investments, or cash distributions over time."

Club Car has a leading market position and long-standing reputation
as a premium manufacturer in the golf cart industry, where it
primarily competes against E-Z-GO and Yamaha. In 2020, the
company's sales to golf course operators accounted for just over
half of its new cart sales. Although S&P views Club Car's end
markets as relatively cyclical, with demand tied to consumer
discretionary spending, spending on golf remained resilient
throughout the COVID-19 pandemic due to elevated participation
rates given the limited alternative entertainment and recreation
options and favorable income demographics of its participants.
Additionally, Club Car often leases golf carts to course operators,
typically for a period of four to five years, which provides some
certainty into its future sales based on its fleet renewal and
replacement cycles. Following the expiration of its leases, Club
Car has the option to resell the used carts, which it often offers
to its retail and commercial customers.

The company sells its products primarily through independent
distributors. S&P believes its well established global distribution
channels create some barriers to entry. Club Car sells its products
worldwide, though its revenue is highly concentrated in the U.S.
given that it only derived about 10% of its sales from outside the
country in 2020. The company assembles most of its vehicles at a
single manufacturing facility in Georgia, which S&P believes
involves some concentration risk. That said, its concentrated
manufacturing footprint also contributed to its minimal
manufacturing downtime and supply chain disruptions last year.
Although Club Car currently manufactures the vehicles it sells in
the Asia-Pacific region at its Wuijang, China facility, it will be
required to shift its production to a new manufacturing space in
China after the close of the transaction. Additionally, the
vehicles Club Car manufactures in this facility account for only a
small percentage of its overall sales.

S&P said, "We expect favorable trends in Club Car's two largest
segments to support its expansion and compensate for a slower
recovery in its commercial segment. We forecast the company's sales
will increase by about 11% in 2021 on a continued double-digit
percent rise in its consumer sales and strong momentum in its Golf
business following a rapid recovery from the pandemic-related
disruptions in the second quarter of 2020. Club Car's golf and
consumer segments account for approximately 83% of its new cart
sales. In recent years, an increase in the number of rounds played,
greater overall participation in the sport, and a rise in the
proportion of rounds driven has led golf courses to increase the
size of their fleets and accelerated their fleet replacement
cycles. Additionally, during the pandemic, courses implemented
single-ridership requirements to comply with social-distancing
restrictions. This resulted in greater wear and tear on their
fleets and increased short-term demand for carts. We also expect an
accelerating shift toward lithium-ion battery-powered vehicles to
be a key support for the company's future expansion. Club Car
projects that nearly half of the carts sold in its golf segment
will be lithium-ion powered by the end of 2021, which will increase
its average selling price because these carts command a premium
over lead-acid battery or gas-powered carts, though this will be
somewhat offset by their longer replacement cycles.

"Since introducing its Onward model in 2017, Club Car has gained
market share and substantially expanded its consumer segment. To
support the expansion of its consumer segment, the company added
more than 250 new dealer agreements, most of which were with
power-sports retail merchandisers. We believe certain favorable
trends, including an increase in outdoor recreation activities, the
aging population, the proliferation of master-planned communities,
and sustainable mobility trends, will support increased sales of
Club Car's feature-rich electric vehicles. The company's online
platform also enables its customers to customize options for their
carts. Club Car typically sells an average model with $500-$700 of
accessories. Over the longer term, we expect that the client
relationships in its consumer segment may be less sticky and
subject to greater competition than the relationships in its golf
segment.

"We anticipate the company's adjusted debt to EBITDA will improve
toward the mid-6x area over the next 12-18 months given its solid
free operating cash flow (FOCF) and our expectation for debt
repayment.We project Club Car's S&P Global Ratings-adjusted EBITDA
will increase to about $140 million in 2021, from $133 million in
2020, on its higher volumes, the favorable shift in its sales mix,
and the elimination of corporate allocation costs. The company's
stand-alone costs, the restructuring costs related to its
operational improvements, and its transaction expenses will
partially offset these factors. Despite the increase in its EBITDA,
we expect Club Car's S&P Global Ratings-adjusted EBITDA margin to
remain relatively flat year over year at between 15% and 16% in
2021. We expect the company's restructuring charges to be elevated
through 2022 because it supports the execution of several
operational improvement initiatives primarily focused on improving
its procurement and reducing its material costs. The estimated
one-time cost to achieve these initiatives is $15 million. We
anticipate Club Car's higher earnings will be offset by its
significant debt service costs. However, given its low capital
intensity, we believe the company will generate FOCF of between $50
million and $75 million in 2021. We assume Club Car will prioritize
deleveraging over the next 12-18 months and use its positive cash
flow to repay outstanding borrowings under its term loan.

"The negative outlook reflects that we now expect very little
cushion against our 7x downgrade threshold in 2022. Although under
our current base case set of assumptions we expect the company will
reduce leverage to the mid- to high-6x range in 2022 through a
combination of increased revenues, expanded margins and voluntary
debt repayment, a demand pull back in either the golf or consumer
segment, slow operational improvement, or a leveraging capital
allocation strategy could slow de-leveraging. Additionally, we view
the note upsize as a signal of sponsor tolerance for higher
leverage at the inception of the buyout that could cause
de-leveraging to be slower than assumed if the company
underperforms our base case."

S&P could lower its rating on Club Car if it sustains leverage of
more than 7x.

This could occur if the company:

-- Experiences challenges in operating as a stand-alone entity and
its performance is weaker than it expects;

-- Is unable to capitalize on favorable trends, realize cost
savings from its operational improvements, and capture further
market share in its Consumer segment; or

-- Uses its positive cash generation for uses other than debt
repayment, such as to fund a sponsor dividend or pursues
debt-funded leveraging acquisitions.

Although unlikely over the next 12 months, S&P could raise its
rating on Club Car if the company successfully transitions to
operating as a stand-alone entity and demonstrates a commitment to
deleveraging by using its positive cash flow generation to repay
debt while sustaining debt to EBITDA of well below 5x (including
potential acquisitions and shareholder returns).



COLIN HOE YOUNG: Dhillon Buying Fremont Property for $3.2 Million
-----------------------------------------------------------------
Colin Hoe Young asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of the real property
and improvements known as the Belvoir Spring, located at 36990
Mission Blvd., in Fremont, California 94536-1682, to Yadwinder
Dhillon or assignee for $3.2 million, subject to overbid.

A hearing on the Motion is set for June 9, 2021, at 2:00 p.m.

The Debtor represents that his broker, Bishop and Associates Real
Estate Sales, actively marketed the Property on the MLS, CoStar,
and Facebook for more than nine months.  A total of three formal
offers were received.  All, including the Buyer's, were in the
range of $3 million.  Although the list price was four million, the
Debtor believes that, given the uncertain economic circumstances,
the unique nature of the Property, and the work needed to be done
on it, the Purchase Price represents fair market value.

The Debtor entered into the Residential Income Property Purchase
Agreement and Counter Offer with the Buyer.  The pertinent terms of
the Agreement provide for an all cash sale, not subject to a loan
contingency.  A deposit in the amount of $50,000 will be paid upon
acceptance.  The Agreement is subject to the Buyer's 45-day right
to engage in "due diligence."  The close of escrow is estimated to
be within 60 days of acceptance.  There will be a 5% brokerage fee.
An escrow has been opened at First American Title Co. in Fremont,
California, and an estimated escrow settlement statement will be
filed when available.

The proceeds of sale are proposed to be disbursed to pay, in the
following order: (1) 5% brokerage fee, (2) normal and customary
escrow and title costs, (3) any amounts owed to FEMA on its deed of
trust, (4) 50% of the remaining sale proceeds to James and Susan
Richardson, (5) the judicial lien of Andrew Griscom, Jr. in the
amount of approximately $645,000, and (5) the balance will be held
in trust pending further order of Court.

The Richardson are co-owners with Debtor of a 50% ownership in the
Property.  The Court, after a trial, ordered that, pursuant to 11
U.S.C. Section 363(h) Debtor was authorized to sell the Property
free and clear of the Richardsons' ownership interest.  Pursuant to
Section 363(i), the Richardsons will be permitted a right of first
refusal of the Purchase Price or such other price at which such
sale of the Property is to be consummated.  Pursuant to Section
363(j), the Richardsons' interest in the Property will be paid
after deducting costs and expenses of sale.

The sale of the Property is subject to overbid.  Any party
interested in making an overbid must contact the Debtor's agent,
Jennifer Krause, at (510) 449-2044 or jkrause@bishop-re.com, in
care of Bishop & Associates Real Estate, 39180 Liberty Street,
Fremont, CA 94538, in writing by May 28, 2021.  Such overbid must
be without contingencies and be accompanied with   a deposit in the
amount of $50,000 in certified funds.

In the event the Debtor through its agent receives written notice
from a qualified party interested in overbidding, together with a
deposit, and acceptable documentation concerning financing, an
overbid auction will be held at the time and place noticed for the
hearing on the Motion.  Bidding will be in increments of $50,000,
and the initial overbid must be in the amount of $3.4 million.  The
deposit will become non-refundable as to the successful bidder
following any overbid auction.  All overbids must be without
contingencies. Any party interested in obtaining further
information concerning the Property should contact Jennifer Krause.
  

The Debtor will request that the Court's order allows him to make
minor modifications to the Agreement, including how title is to be
vested to the Buyer.  The sale of the Property is on an "as is,
where is" and "with all faults" basis.  The Debtor will request
that the Court authorizes him to execute all documents and
undertake all actions as may be reasonably necessary to complete
the sale.  He will also request that the Court's order provides
that in the event the Buyer does not close the Sale, he will be
authorized to sell the Property on the same terms and at least the
same price to an alternate purchaser without a further order of the
Court.  

The Debtor will request that the order approving the proposed sale
waives the stay otherwise imposed by Rule 62(a) of the Federal
Rules of Civil Procedure and/or Bankruptcy Rule 6004(h).

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

Colin Hoe Young commenced the case by voluntary petition filed on
Jan. 18, 2017, initially under Chapter 13, and then converted to
Chapter 11 (Bankr. N.D. Cal. Case No. 17-50098 SLJ).



CONN'S INC: Moody's Rates $650MM ABL Revolver Loan 'Ba2'
--------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Conn's, Inc.'s
$650 million secured ABL revolving credit facility due 2025. At the
same time, Moody's affirmed the company's B1 corporate family
rating and B2-PD probability of default rating. Conn's SGL-2
speculative grade liquidity rating is unchanged, and its outlook
remains stable.

Assignments:

Issuer: Conn's, Inc.

Senior Secured ABL Revolving Credit Facility, Assigned Ba2 (LGD2)

Affirmations:

Issuer: Conn's, Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B1

Outlook Actions:

Issuer: Conn's, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Conn's B1 CFR reflects dedicated customer base and attractive
product and finance offerings that offer a compelling alternative
to rent-to-own, as well as governance considerations, specifically
a conservative leverage policy and maintenance of good liquidity.
While debt/EBITDA is currently high at around 7 times, the
company's financial flexibility has significantly improved and
Moody's expects a return to revenue and earnings growth, which will
lead to significant improvement in fiscal 2022 (ending January
2022). Conn's debt is typically weighted towards its credit
portfolio rather than the retail segment of the business. However,
due to significant repayment in fiscal 2021, this mix declined to
around 41% of total debt including leases. The company's rating is
constrained by its relatively small size and limited geographic
breadth, with heavy reliance at present on the vagaries of the
Texas economy, which despite recent initiatives, can still have a
disproportionate impact on the performance of Conn's credit
business.

The Ba2 rating on the company's $650 million secured ABL revolving
credit facility reflects the first lien on substantially all assets
of the company, excluding the assets of the variable interest
entities (VIEs). While it is the only material non-securitized debt
instrument in Conn's capital structure, the ABL facility structure
provides for a higher recovery in the event of default.

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

The stable outlook reflects Moody's expectation for a return to
revenue and earnings growth and improved credit metrics in 2021.

Over time, ratings could be upgraded if operating performance in
both the retail and credit businesses improve, leading to sustained
improvement in credit metrics. Specific metrics include Debt/EBITDA
sustained below 5.0 times, and EBIT/interest above 3.0 times.

Ratings could be downgraded if operating performance challenges
persist, if financial policy decisions turn aggressive through
acquisitions and/or shareholder returns, or if liquidity weakens.
Quantitative metrics include Debt/EBITDA sustained above 6.0 times
and EBIT/interest remaining below 2.0 times.

Headquartered in The Woodlands, Texas, Conn's is a retailer of
predominantly furniture and mattress, home appliances, and consumer
electronics. It provides proprietary financing of its products on a
secured installment loan basis which accounted for around 52% of
retail revenues in the fiscal year 2021 ended January 31, 2021.
Conn's operated 146 retail stores located in 15 states as of fiscal
2021, with a concentration in Texas (71, or 49%), Annual revenues
approached $1.4 billion.

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


CONNECTIONS COMMUNITY: Sets Bid Procedures for MAT Assets
---------------------------------------------------------
Connections Community Support Programs, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to authorize the bid
protection and bidding procedures in connection with the sale of
assets, contracts, and services in connection with its
medication-assisted treatment ("MAT") programs to Conexio Care,
Inc., for the cash consideration of $2.5 million, plus the payment
of all Cure Costs for executory contracts being assumed and
assigned to the Stalking Horse, plus Transfer and other related
taxes, subject to overbid.

The hearing to consider the relief requested by the Motion will be
held on May 17, 2021, at 11:30 a.m. (ET).  Any objections or
responses to the relief requested by the Motion were due on May 13,
2021, at 10:00 a.m. (ET).

As noted, the Debtor has already filed the CCSP Asset Sale Motion,
pursuant to which it sought, among other things, approval of
certain Bidding Procedures and approval of Conexio as the stalking
horse bidder for certain for CCSP's assets and services, which
assets and services expressly excluded the MAT Assets that are the
subject of the Motion and the MAT Stalking Horse APA.  For purposes
of clarity, the instant Motion is intended to supplement the relief
requested in the CCSP Asset Sale Motion.   

Specifically, on April 30, 2021, the Debtor entered into the Asset
Purchase Agreement ("MAT Stalking Horse APA") with Conexio ("MAT
Stalking Horse Purchaser").  Through the MAT Stalking Horse APA,
and the proposed form of sale order ("MAT Sale Order"), the
Stalking Horse Purchaser (which is also the proposed stalking horse
purchaser for which approval is being sought through the CCSP  Sale
Motion) seeks to acquire the assets and services associated with
the Debtor's ongoing MAT programs.  Thus, in combination with the
stalking horse purchase agreement already on file, the Stalking
Horse Purchaser seeks to acquire substantially all of the
operations of the Debtor.

By the Motion, the Debtor requests entry of the following:

     A. The MAT Bidding Protections Order:

           i. approving the Bidding Protections for the MAT
Stalking Horse Bidder;

          ii. approving the Assumption Procedures in respect of the
Designated Contracts and approving the form and manner of service
of the Contract Assumption Notice, both of which mirror the
procedures and notice approval of which is sought through the CCSP
Asset Sale Motion; and

          iii. granting related relief.

     B. Following the Sale Hearing, entry of the MAT Sale Order:

          i. if an Auction is conducted, authorizing and approving
the sale of some or all of the MAT Assets to one or more of the
Qualified Bidders whom the Debtor determines, after consultation
with the Consultation Parties, has made the highest or otherwise
best Qualified Bids for the MAT Assets, free and clear of all
liens, claims, encumbrances, and other interests;

          ii. if an Auction is not conducted, authorizing and
approving the sale of the Acquired MAT Assets to the MAT Stalking
Horse Bidder, free and clear of all liens, claims, encumbrances,
and other interests;

          iii. authorizing and approving the assumption and
assignment of the Designated Contracts; and

          iv. granting related relief.

The MAT Bidding Procedures are the same as those set forth in the
CCSP Asset Sale Motion and are summarized in such motion.  The
Debtor believes that the MAT Bidding Procedures will allow the
Debtor to conduct the sales, including the sale of its MAT
operations in a fair, orderly, and open manner that will maximize
value for all stakeholders, including, especially the patients and
CCSP Employees, and will further the public interest in continuing
the essential services provided by CCSP to those of Delaware's most
desperately in need.

The salient terms of the MAT Stalking Horse APA are:

     a. Seller/Debtor: Connections Community Support Programs, Inc.


     b. Purchaser: Conexio Care, Inc.

     c. Purchased Assets: Those assets identified as Acquired
Assets in Section 2.1 of the MAT Stalking Horse APA.

     d. Purchase Price: Cash consideration of $2.5 million, plus
the payment of all Cure Costs for executory contracts being assumed
and assigned to the Stalking Horse, plus Transfer and other related
taxes, all in accordance with the terms of the MAT Stalking Horse
APA.

     e. Sale Hearing: June 15, 2021

     f. Closing: No later than June 30, 2021

     g. Private Sale/No Competitive Bidding: The Sale is being
conducted pursuant to the competitive bidding process detailed in
the Motion.

     h. The Acquired Assets will be sold free and clear of
successor liability claims.

     i. The Debtor is requesting relief from the 14-day stay
imposed by Rules 6004(h) and 6006(d).

In recognition of the considerable time, energy, and resources that
the MAT Stalking Horse Bidder has expended in connection with the
proposed Stalking Horse transaction, if the MAT Stalking Horse
Bidder is not the Successful Bidder (or if the Debtor consummates
any transaction other than the Stalking Horse Transaction), the
Debtor seeks authority to grant the Stalking Horse Bidder a cash
break-up fee equal to 3% of the Purchase Price and to reimburse the
reasonable expenses of the MAT Stalking Horse Bidder in an amount
up to $50,000, in accordance with the MAT Stalking Horse APA.

The key dates and deadlines with respect to the Sale process, as
set forth in the CCSP Asset Sale Motion, are:

     a. May 17, 2021, at 11:30 a.m. (ET) - Proposed Hearing to
Consider Entry of the MAT Bidding Procedures Order

     b. May 19, 2021, at 4:00 p.m. (ET) - Assumption and Assignment
Service Deadline

     c. June 8, 2021, at 4:00 p.m. (ET) - Deadline to object to the
Debtor's proposed assumption and assignment of Designated Contracts
and related Cure Amounts

     d. June 8, 2021, at 4:00 p.m. (ET) - Sale Objection Deadline

     e. June 9, 2021, at 5:00 p.m. (ET) - Bid Deadline

     f. June 9, 2021, at 11:59 p.m. (ET) - Deadline for Debtor to
notify bidders of whether their Bids are Qualified Bids

     g. June 10, 2021, at 10:00 a.m. (ET) - Auction to be held (if
necessary)

     h. June 11, 2021, at 12:00 p.m. (ET) - Deadline for Debtor to
(i) file with the Court the Notice of Successful Bidder and (ii)
provide notice to non-Debtor parties of any Designated Contracts

     i. June 11, 2021, at 4:00 p.m. (ET) - Deadline to object to
(i) conduct of the Auction, (ii) the proposed Sale to the
Successful Bidder, and (iii) the ability of the Successful Bidder
to provide adequate assurance of future performance, or the
proposed form of adequate assurance of future performance, with
respect to the assumption and assignment of any Designated
Contracts

     j. June 14, 2021, at 4:00 p.m. (ET) - Deadline for Debtor and
other parties to file responses to Sale Objections

     k. No later than June 15, 2021, at a time to be determined by
the Court - Date of a proposed Sale Hearing to consider entry of
the Sale Order

     l. No later than June 30, 2021 - Closing

The Debtor is also seeking approval of the Assumption Procedures to
facilitate the fair and orderly assumption and assignment of
certain executory contracts and/or unexpired leases in connection
with the proposed stalking horse transaction.  No later than the
Assumption and Assignment Service Deadline, the Debtor will serve a
Contract Assumption Notice on all counterparties to all contracts
expected to be Designated Contracts.  

The Notice Procedures requested through the CCSP Asset Sale Motion
would also apply to the proposed MAT Sale.

The Debtor requests that each of the MAT Bidding Protections Order
and the MAT Sale Order be effective immediately upon their entry by
providing that the 14-day stays under Bankruptcy Rules 6004(h) and
6006(d) are waived.  

A copy of the APA and the Bid Procedures is available at
https://tinyurl.com/wcrupfw3 from PacerMonitor.com free of charge.

           About Connections Community Support Programs

Connections Community Support Programs Inc. is a multifaceted
not-for-profit 501(c)(3) health and human services organization
operating and founded in Delaware with over 100 locations
throughout the State of Delaware and more than 1,100 employees.  

Since its founding in 1985, CCSP has grown from providing
assistance to older adults with lifelong histories of psychiatric
hospitalization to one of Delaware's largest nonprofit
organizations that touches the lives of approximately 10,000 of
Delaware's most vulnerable citizens and their families, dealing
with behavioral health and substance use disorders, housing
challenges, and developmental and intellectual disabilities.  The
Organization leases 408 properties (including 389 leased
facilities
associated with housing and veterans' services) and owns 48
properties.

On April 19, 2021, Connections Community Support Programs Inc.
filed for Chapter 11 protection (Bankr. D. Del. Case No. 21-10723)
on April 19, 2021.  The Debtor estimated assets and debt of $50
million to $100 million as of the bankruptcy filing.

CHIPMAN BROWN CICERO & COLE, LLP, led by Mark L. Desgrosseilliers,
is the Debtor's counsel. SSG ADVISORS, LLC, is the investment
banker.  OMNI AGENT SOLUTIONS is the claims and noticing agent.



CORUS ENTERTAINMENT: DBRS Gives Prov. BB Rating on Sr. Unsec. Notes
-------------------------------------------------------------------
DBRS Limited assigned a provisional rating of BB with a Stable
trend and a recovery rating of RR4 to Corus Entertainment Inc.'s
Senior Unsecured Notes.

DBRS Morningstar expects the Company to apply the full amount of
net proceeds from the Senior Unsecured Notes offering to pay down
the Company's outstanding senior secured term debt (the Bank
Facility).

The Senior Unsecured Notes will rank equal in right of payment with
any existing and future senior unsecured indebtedness, senior in
right of payment to any future subordinated indebtedness and
effectively junior to any existing and future secured indebtedness
of the Company, including indebtedness under the current Bank
Facility, to the extent of the value of the assets securing such
indebtedness.

The obligations of the Company under the Indenture and the Senior
Unsecured Notes will be fully and unconditionally guaranteed on a
senior unsecured basis.

The rating is a provisional rating based on information provided to
DBRS Morningstar by the Issuer and its agents as at the date of
this press release. The rating can be finalized upon receipt of
final information, data, and final versions of the governing
transaction documents. To the extent that the documents and the
information provided to DBRS Morningstar as of this date differ
from the final version of the governing transaction documents, DBRS
Morningstar may assign different final ratings to the Senior
Unsecured Notes.

Notes: All figures are in Canadian dollars unless otherwise noted.



COSI INC: Further Fine-Tunes Plan Documents
-------------------------------------------
Cosi, Inc., and its debtor-affiliates submitted a Modified
Disclosure Statement for the First Amended Joint Plan of
Reorganization dated May 11, 2021.

The Debtors believe that there will be no Allowed Administrative
Expense Claims as of the Effective Date to be paid under the Plan
other than day-to-day trade claims and other postpetition expenses
incurred in the ordinary course (such as taxes) and amounts payable
to Professional Persons. The Debtors estimate the total amount of
Allowed Administrative Expense Claims through to effectiveness at
approximately $2.4 million.

Each Holder of an Allowed Secured Tax Claim shall retain the Lien
securing its Allowed Secured Tax Claim as of the Effective Date
until full and final payment of such Allowed Secured Tax Claim is
made, and upon such full and final payment, such Lien shall be
deemed to have been satisfied and shall be null and void and
unenforceable for all purposes. The Debtors believe that the
estimated amount of Allowed Priority Tax Claims and Secured Tax
Claims as of the Effective Date to be paid under the Plan will be
approximately $400,000.

Each Holder of an Allowed Supplemental DIP Financing Claim shall
receive payment in Cash in the full amount of such Allowed
Supplemental DIP Financing Claim, except to the extent that a
Holder of an Allowed Supplemental DIP Financing Claim has agreed to
less favorable treatment or has been paid previously. The Debtors
believe that, as of the Effective Date, the estimated payoff amount
of the DIP Financing Claims is approximately $4.85 million, and the
estimated payoff of the Supplemental DIP Financing Claims is
approximately $408,000.

Class 3 consists of Other Secured Claims. Each Allowed Other
Secured Claim shall be, at the Debtors' option, (a) Reinstated, (b)
satisfied by the Debtors' surrender of the collateral securing such
Claim, (c) offset against, and to the extent of, the Debtors'
claims against the Holder of such Claim, or (d) otherwise rendered
Unimpaired, except to the extent the Reorganized Debtors and such
Holder agree to a different treatment. The Debtors believe that the
estimated amount of the Allowed Other Secured Claims as of the
Effective Date to be paid under the Plan will be approximately
$30,000.

Like in the prior iteration of the Plan, each Holder of an Allowed
General Unsecured Claim shall receive payment in Cash in the amount
of 20% of such Allowed General Unsecured Claim, payable as follows:
15.5% on the 60th day following the Effective Date, and 4.5% on the
first anniversary of the Effective Date, except to the extent that
a Holder of an Allowed General Unsecured Claim has agreed to less
favorable treatment or has been paid previously.

The funds utilized to make Cash payments under the Plan have been
and/or will be generated from the Capital Contribution, the RRF
Grant, the Employee Retention Tax Credits, and Cash available from
the operation of the Debtors' business and/or settlements. In the
event that the RRF Grant is to be received by the Debtors or
Reorganized Debtors in multiple payments, the Debtors shall make
required payments under this Plan in the following order of
priority: (1) DIP Financing Claims; (2) Supplemental DIP Financing
Claims; (3) Administrative Expenses; (4) Non-Tax Priority Claims;
(5) Priority Tax Claims; (6) General Unsecured Claims, Convenience
Class Claims; and Rollup Note Claims on a pari passu basis.

Counsel for Debtors:

     COZEN O'CONNOR
     1201 N. Market Street, Suite 1001
     Wilmington, Delaware 19801
     Phone: (302) 295-2087
     Fax: (302) 295-2013
     Mark E. Felger, Esq.
     Simon E. Fraser, Esq.
     Gregory F. Fischer, Esq.

                        About Cosi Inc.
                   
Cosi, Inc. -- https://www.getcosi.com/ -- and its affiliates
operate fast-casual restaurants under the COSI brand.  COSI
features flatbread made fresh throughout the day and specializes in
a variety of made-to-order hot and cold sandwiches, salads, bowls,
breakfast wraps, bagels, melts, soups, flatbread pizzas, snacks,
desserts, and a large offering of handcrafted, coffee based, and
specialty beverages.

Cosi, Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-10417) on Feb. 24, 2020.  Cosi, Inc., was
estimated to have $10 million to $50 million in assets and
liabilities.  Judge Brendan L. Shannon is the case judge.  The
Debtors tapped Cozen O'Connor as counsel.  Omni Agent Solutions is
the claims and noticing agent.


CRAVE BRANDS: Momkus LLP Represents MEPT Springbrook, Stony Creek
-----------------------------------------------------------------
In the Chapter 11 cases of Crave Brands LLC, the law firm of Momkus
LLP submitted a verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose that it is representing
MEPT Stony Creek, LLC and MEPT Springbrook LLC.

Crave Brands, LLC and Meathead Restaurants, LLC, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
April 9, 2021. The Debtors' cases are being jointly administered.

Counsel currently represents the following creditors and parties in
interest in this Chapter 11 case: MEPT Stony Creek, LLC and MEPT
Springbrook LLC.

Counsel has fully advised each of the parties above with respect to
their concurrent representation. Each of the parties has consented
to such representation and has requested that Counsel represent
them in this case.

The parties that Counsel represents are both landlords of real
property occupied by one of the Debtors under unexpired leases.

Counsel does not hold any claim against or own any interest in the
Debtors, nor has he at any time held any such claim or owned any
such interest.

Counsel for MEPT Springbrook LLC and MEPT Stony Creek, LLC can be
reached at:

          David A. Newby, Esq.
          Momkus LLP
          1001 Warrenville Rd., Ste. 500
          Lisle, IL 60532
          Tel: 630-434-0400
          E-mail: dnewby@momkus.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3fjDz5y

                      About Crave Brands LLC

Crave Brands LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-04729) on April 9,
2021.  In the petition signed by Steve Karfaridis, manager, the
Debtor disclosed $50,000 in assets and $10 million in liabilities.

Judge Timothy A. Barnes oversees the case.

David A. Warfield, Esq., at THOMPSON COBURN LLP, is the Debtor's
counsel.

Matthew Brash has been appointed the Subchapter V Trustee.

LQD Financial Corp., as creditor, is represented by William J.
Factor, Esq.


CRESTWOOD HOSPITALITY: Wins Cash Collateral Access Thru June 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
the Stipulated Interim Order Authorizing the Use of Cash Claimed As
Collateral entered into by Crestwood Hospitality, LLC and CIT Bank,
N.A., successor by merger to Mutual of Omaha Bank.

The parties agree that the Debtor is authorized to use its cash,
revenues and proceeds to pay the expenses in accordance with the
budget, with a 10% variance, through June 30, 2021.

On July 14, 2016, the Debtor entered into a Loan Agreement with
Lender for a loan in the original principal amount of $6,860,000,
as presently evidenced by, among other things, a Promissory Note
dated July 14, 2016, executed by the Debtor in connection with the
Loan.

As security for repayment of the Loan, the Debtor executed a Deed
of Trust, Assignment of Rents, Security Agreement and Financing
Statement for the benefit of the Lender, dated July 14, 2016, and
recorded on July 14, 2016 at Sequence No. 20161960300, records of
Pima County, Arizona, which encumbers the real and personal
property located at 620 E. Wetmore Drive, Tucson, Arizona 85705.
The Lender's asserted security interest in the personal property
Collateral was perfected by the filing of a UCC Financing Statement
with the Arizona Secretary of State on July 14, 2016 at File No.
2016- 002-5416-0.

As of the Petition Date, the Lender asserts the Debtor owed it for
the Loan obligations in the principal amount of $6,248,371.66, plus
accrued an accruing interest, late charges, attorneys' fees, costs,
and all other amounts recoverable under the Loan Documents and
applicable law.

To the extent of the Debtor's use of the Lender's cash collateral,
as adequate protection of Lender's interests, the Lender is granted
a replacement lien and security interest in the post-petition
assets of the Debtor against which Lender holds valid, properly
perfected, and enforceable liens, to the extent, and in the order
and priority, determined by the Bankruptcy Court after further
proceedings. Any such post-petition lien or security interest will
be deemed effective and automatically perfected as of the Petition
Date without the necessity of Lender taking any further action.

To the extent the protections granted to the Lender do not provide
it with adequate protection of its interest, the Lender may seek,
upon notice and with opportunity to object, a super-priority
administrative expense claim under Bankruptcy Code section 507(b)
as necessary to compensate the Lender fully for the use of the
Lender's Collateral and cash collateral by the Debtor.

A final hearing on the Motion will be set if any objections to the
Interim Order are filed.

A copy of the order is available for free at https://bit.ly/3fiD3VB
from PacerMonitor.com.

                  About Crestwood Hospitality LLC

Crestwood Hospitality LLC, operates the Holiday Inn Express &
Suites Tucson Mall, an "all suite" hotel built in 2004, pursuant to
a license agreement with Holiday Hospitality Franchising, LLC.
Crestwood filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
21-03091) on April 23, 2021.  In the petition signed by Sukhbinder
Khangura, member and vice president, the Debtor estimated between
$1 million and $10 million in assets, and between $10 million and
$50 million in liabilities.

Sacks Tierney P.A., represents the Debtor as counsel.  

Judge Brenda Moody Whinery is assigned to the case.


CWGS ENTERPRISES: S&P Rates New Sr. Sec. Credit Facilities 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '2' recovery
ratings to CWGS Enterprises LLC's proposed senior secured credit
facilities, which consist of a $65 million revolving credit
facility due 2026 and a $1.1 billion term loan B due 2028. The
borrower will be CWGS Group LLC. The company plans to use the
proceeds to refinance the existing revolver and term loan, as well
as pay transaction-related expenses. The '2' recovery rating
reflects its expectation for substantial (70%-90%; rounded
estimate: 85%) recovery for lenders in the event of a payment
default.

S&P said, "Our updated forecast for total lease-adjusted gross debt
to EBITDA is in the mid- to high-2x area in 2021 and 2022. Our
forecast is improved compared to our base case in our research
update published on March 12, and incorporates continued elevated
demand in the North American recreational vehicle (RV) industry. We
believe consumers still perceive RVs as a safe and attractive way
to spend leisure time during the coronavirus pandemic. CWGS also
has an ambitious expansion and investment plan, which includes
store acquisitions, real estate development, expansion of the
servicing and repairs footprint, preparation for servicing electric
vehicles, and the rollout of a peer-to-peer RV rentals platform.
These factors are likely to be accretive to EBITDA in 2021 and 2022
as long as RV demand remains relatively good.

"Our 'B+' issuer credit rating and stable outlook on CWGS are
unchanged. We raised our base-case revenue and EBITDA forecast in
2021 to incorporate CWGS' 2021 first-quarter results and to mostly
incorporate updated guidance that raised anticipated
company-adjusted EBITDA to the $770 million-$810 million range in
2021. We believe the EBITDA guidance is plausible because of the
momentum in current demand trends and a macroeconomic forecast for
consumer spending that is supportive of continued growth. Despite
CWGS' anticipated moderate leverage, rating upside is constrained
because we incorporate a sensitivity analysis in 2022 that assumes
a 15%-20% decline in total revenue, which could raise our measure
of adjusted leverage above our 4x upgrade threshold at the current
'B+' rating. We also believe RV demand could soften following the
elevated levels in 2020 and 2021 as customers return to other forms
of travel. In addition, the rating is constrained by the company's
acquisition and shareholder returns strategy, which is likely to be
a significant use of cash at least in 2021."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P assigned its 'BB-' issue-level and '2' recovery ratings to
the proposed revolving credit facility and term loan. The '2'
recovery rating reflects its expectation for substantial (70%-90%;
rounded estimate: 85%) recovery for lenders in the event of a
payment default.

-- S&P said, "Our simulated default scenario contemplates a
payment default in 2025, reflecting a substantial decline in cash
flow from a prolonged and deep economic downturn, combined with a
sharp decline in consumer credit availability. We believe this
would substantially reduce, even if temporarily, demand for the
company's RVs and related services, membership services, and
products at the retail stores. We assume a reorganization following
default."

-- S&P's recovery analysis reflects the enterprise value of CWGS
obligor credit parties, plus the residual value from the nonobligor
credit parties, primarily the FreedomRoads RV subsidiaries.

Simulated default assumptions

-- Simulated year of default: 2025
-- EBITDA multiple: 5.5x

Simplified waterfall

-- Emergence EBITDA of obligor (excludes nonobligor): $181
million

-- Gross enterprise value of obligor (excludes nonobligor): $997
million

-- Net enterprise value of obligor after administrative expenses
(5%): $947 million

-- Net enterprise value available to nonobligor (primarily
FreedomRoads RV subsidiaries' RV inventory): $796 million

-- Estimated floor plan facility claims outstanding at default:
$754 million

-- Residual value from RV inventory after satisfying the
nonobligor's estimated floor plan facility claims (available to
obligor's deficiency claims and other unsecured claims): $42
million

-- Estimated nondebt unsecured claims: $65 million (primarily
operating leases assumed to be rejected in bankruptcy)

-- Total value available to senior secured debt claims (sum of the
obligor's net enterprise value and a share of the residual value
from nonobligor [inventory]): $978 million

-- Estimated senior secured debt claims: $1.14 billion
    
    --Recovery expectation: 70%-90% (rounded estimate: 85%)

All debt amounts include six months of prepetition interest.



DARREN B. MCCORMICK: Foreign Reps Selling St. Petersburg Property
-----------------------------------------------------------------
Colin Diss and Nicholas Wood, the Joint Trustees of the bankruptcy
estate of Darren Bernard McCormick, ask the U.S. Bankruptcy Court
for the Middle District of Florida to authorize them to sell the
real property located at 193 Banyan Bay Drive, in St. Petersburg,
Florida, to Anna Howie for $411,100 cash, subject to higher and
better offers.

On Nov. 12, 2019, the Trustees filed a petition for recognition of
the English Bankruptcy as a foreign main proceeding under Chapter
15 of the United States Bankruptcy Code.  The Foreign
Representatives uncovered through their investigations that the
Debtor purchased the 193 Banyan Property on April 28, 2008.  The
Debtor then transferred the 193 Banyan Property to his Florida
limited liability company DMJ Trading, LLC, on Feb. 9, 2016, for
nominal consideration.  

On Aug. 28, 2017, the Debtor attempted to transfer his entire
interest in DMJ, to CM Trading MI, LLC, a limited liability company
solely owned by his ex-wife, Claire McCormick.  

On Nov. 13, 2020, the Foreign Representatives entered into a
Settlement Agreement with DMJ, CMT and Ms. McCormick, which the
Court approved on Jan. 14, 2021.  Pursuant to the Settlement
Agreement, on Jan. 19, 2021, CMT transferred title of the 193
Banyan Property to the Foreign Representatives.

The Foreign Representatives have determined that selling the 193
Banyan Property is in the best interests of the estate and
facilitate a distribution to its creditors.  

Upon information and belief, there are no liens or encumbrances
upon the 193 Banyan Property as of the title search conducted by
the Foreign Representatives.  Shortly after obtaining title to the
193 Banyan Property, the Foreign Representatives engaged a real
estate agent in the St. Petersburg area to assist them with
evaluating the market value of the 193 Banyan Property as well as
the market conditions.  The tax-assessed value of the 193 Banyan
Property per the Pinellas County Property Appraiser is for the year
2020 was $341,346.  

The Foreign Representatives listed the 193 Banyan Property for sale
on April 17, 2021 with the listing price of $385,000.  As a result
of the marketing efforts, the real estate agent received six offers
from buyers with proposed purchase prices ranging from $385,000 to
$411,000.  All offers were for purchase of the 193 Banyan Property
in "as is" condition, subject to an inspection clause whereby the
buyer could terminate the contract during an inspection period and
some were subject to contingency while others provided for payment
in cash.  The highest offer was made by the Buyer, who presented an
"AS IS" Residential Contract for Sale and Purchase with a purchase
price of $411,100 payable in cash.  

After the Foreign Representatives executed the Purchase Agreement,
another interested buyer submitted an additional offer to purchase
the 193 Banyan Property for $425,000, but this offer was subject to
a financing and inspection contingency.  Though this new offer is
for a higher monetary value, the Foreign Representatives have
determined that the risk of the financing contingencies do not make
it a "better" offer than the cash offer received, which is lower
but provides more certainty.  

In order to ensure the highest and best sale price for the 193
Banyan Property, the Foreign Representatives are providing notice
of the proposed sale to the real estate agents and buyers who
submitted proposed purchase and sale contracts to the Foreign
Representatives.  

By the Motion, the Foreign Representative requests that the Court
enters an Order: (i) granting the Sale Motion; (ii) authorizing the
sale of the Debtor's 193 Banyan Property free and clear of all
liens; (iii) authorizing the Foreign Representatives to enter into
the Purchase Agreement or, in the event the Purchase Agreement is
terminated, to enter into a standard "AS-IS" purchase and sale
agreement with any other buyer who makes the highest and best offer
to purchase the 193 Banyan Property; and (iv) approving the notice
of the Sale Motion to UK parties in interest by Royal Mail.

A copy of the Contract is available at https://tinyurl.com/4yxwe3bx
from PacerMonitor.com free of charge.

Darren Bernard McCormick sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 19-10768) on Nov. 12, 2019.  The Debtor tapped eyza
F. Blanco, Esq., at Sequor Law, P.A. as counsel.



DARREN B. MCCORMICK: June 1 Hearing on Trustees' Property Sale
--------------------------------------------------------------
Colin Diss and Nicholas Wood, the Joint Trustees of the bankruptcy
estate of Darren Bernard McCormick, filed with the U.S. Bankruptcy
Court for the Middle District of Florida a notice of the
preliminary hearing set for June 1, 2021, at 1:30 p.m., on proposed
sale of the real property located at 193 Banyan Bay Drive, in St.
Petersburg, Florida, to Anna Howie for $411,100 cash, subject to
higher and better offers.

Effective March 16, 2020, and continuing until further notice,
Judges in all Divisions will conduct all preliminary and
non-evidentiary hearings by telephone. For Judges Colton and
Williamson, parties should arrange a telephonic appearance through
Court Solutions (www.court-solutions.com).  For Judges Delano,
Funk, Jackson, Jennemann, McEwen, and Vaughan, parties should
arrange a telephonic appearance through Court Call (866-582-6878).


Should the Court decide to hold this hearing by Zoom, the Court
will enter a subsequent Order Establishing Procedures for Video
Hearing.  For hearings held by Zoom, parties should arrange to
attend via Zoom only.  Parties that wish to listen only, who do not
anticipate active participation, or who lack technology to
participate by video may participate telephonically only.

Darren Bernard McCormick sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 19-10768) on Nov. 12, 2019.  The Debtor tapped Leyza
F. Blanco, Esq., at Sequor Law, P.A. as counsel.



DELCATH SYSTEMS: Incurs $6.8 Million Net Loss in First Quarter
--------------------------------------------------------------
Delcath Systems, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $6.75 million on $261,000 of product revenue for the three
months ended March 31, 2021, compared to a net loss of $7.86
million on $176,000 of product revenue for the three months ended
March 31, 2020.

As of March 31, 2021, the Company had $32.32 million in total
assets, $12.31 million in total liabilities, and $20.01 million in
total stockholders' equity.

At March 31, 2021, the Company had cash, cash equivalents and
restricted cash totaling $26.7 million, as compared to cash, cash
equivalents and restricted cash totaling $4.7 million at March 31,
2020.  During the three months ended March 31, 2021 and March 31,
2020, the Company used $4.6 million and $5.2 million, respectively,
of cash in its operating activities.

Delcath said, "The Company's existence is dependent upon
management's ability to obtain additional funding sources or to
enter into strategic alliances.  Adequate additional financing may
not be available to the Company on acceptable terms, or at all.  If
the Company is unable to raise additional capital and/or enter into
strategic alliances when needed or on attractive terms, it would be
forced to delay, reduce, or eliminate its research and development
programs or any commercialization efforts.  There can be no
assurance that the Company's efforts will result in the resolution
of the Company's liquidity needs.  If Delcath is not able to
continue as a going concern, it is likely that holders of its
common stock will lose all of their investment.  The accompanying
interim condensed consolidated financial statements do not include
any adjustments that might result should the Company be unable to
continue as a going concern."

"The Company anticipates incurring additional losses until such
time, if ever, that it can generate significant sales.  These
circumstances raise substantial doubt about the Company's ability
to continue as a going concern within one year after the date that
the financial statements are issued.  Additional working capital
will be required to continue operations.  Operations of the Company
are subject to certain risks and uncertainties, including, among
others, uncertainty of product development and clinical trial
results; uncertainty regarding regulatory approval; technological
uncertainty; uncertainty regarding patents and proprietary rights;
comprehensive government regulations; limited commercial
manufacturing, marketing, or sales experience; and dependence on
key personnel."

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

https://www.sec.gov/Archives/edgar/data/872912/000156459021026362/dcth-10q_20210331.htm

                       About Delcath Systems

Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, Melphalan Hydrochloride for
Injection for use with the Delcath Hepatic Delivery System, or
Melphalan/HDS, is designed to administer high-dose chemotherapy to
the liver while controlling systemic exposure and associated side
effects. In Europe, Melphalan/HDS is approved for sale under the
trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan.

Delcath Systems reported a net loss of $24.15 million for the year
ended Dec. 31, 2020, compared to a net loss of $8.88 for the year
ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had $34.64
million in total assets, $12.56 million in total liabilities, and
$22.08 million in total stockholders' equity.

New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2021, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


DELTA AIR: S&P Affirms 'BB' Issuer Credit Rating, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on Delta
Air Lines Inc. with a negative outlook to reflect the high, though
gradually diminishing, uncertainty around progress in containing
the COVID-19 pandemic.

Delta prepaid a $1.5 billion secured term loan in the first
quarter, which improved collateral coverage for the $3.5 billion,
7% senior secured notes due in 2025. S&P raised its issue-level
rating on the notes to 'BBB-' from 'BB+' and revised our recovery
rating to '1', indicating expectations of very high (at least 90%;
rounded estimate: 95%) recovery in a hypothetical default, from
'2'.

The key variable governing U.S. airlines' recovery is the evolution
of the pandemic and vaccination efforts. The strengthening U.S.
economy will help, but its effect is secondary to the health
outlook. The efficacy of COVID-19 vaccines and accelerating, albeit
uneven, vaccination campaigns suggest consumer interest in flying,
when it comes, could be strong. S&P said, "We expect a surge of
bookings for summer travel (following an uptick in flying over
spring break). We see significant pent-up demand for vacation and
visiting friends and relatives, so domestic leisure travel
(including nearby international destinations such as Mexico and the
Caribbean) is likely to pick up first. Overall, we estimate air
traffic in the U.S. will still be 40%-50% lower in 2021 than in
2019, but that comparison will vary among airlines. Those that
serve mainly domestic leisure travel and other low-cost air
carriers should come back more quickly than large hub-and-spoke
airlines, such as Delta, that have significant business and
international travel. We expect some long-term loss of business
travel, mostly relating to intracompany events, due to widespread
acceptance of videoconferencing. But most business travel that
relates to sales and client outreach will be less affected."

Delta projects improving results through the remainder of 2021,
after a heavy first-quarter loss. Delta reported a generally
accepted accounting principles (GAAP) pretax loss of $1.5 billion,
even after receiving $1.2 billion of payroll support cash grants
offset against labor expense. But the company reduced its daily
cash burn to $11 million, slightly better than the $12 million in
the fourth quarter of 2020, and was positive $4 million in March,
when vaccine progress and the economic pickup boosted bookings.
Delta expects to turn cash positive in the second quarter and sees
a path to return to profitability in the September quarter. This
guidance is before counting PSP cash grants. S&P forecasts GAAP
pretax and net profit, after giving effect to the PSP payments,
could be about break-even this year. And that should improve
further to several billion dollars of pretax profit in 2022, well
below the 2019 peak but a substantial improvement nonetheless.

Liquidity remains strong, and Delta is turning to rebuilding the
balance sheet as the cash flow outlook brightens. Liquidity of
$16.6 billion at March 31, 2021, was about the same as it was at
year-end 2020, as PSP grants and unsecured loans helped plug the
hole from operating cash losses. Delta has paid down maturing debt
and prepaid its $1.5 billion term loan. The company suggests it
will direct some cash to its underfunded pension plans. Delta says
total debt and pension reduction from Sept. 30, 2020, through June
30, 2021, will total nearly $10 billion. Management emphasizes that
rebuilding an "investment-grade balance sheet" will be a high
priority. S&P expects the company will safely reduce its elevated
liquidity somewhat as the recovery gains traction, but that it will
maintain much more than pre-pandemic.

S&P said, "We expect approximately break-even results in 2021,
including PSP cash grants as an offset to labor expense, with
moderate profitability (and no further cash grants) in 2022. This
should produce credit ratios that support our financial risk
profile of aggressive by 2022, improving thereafter.

"We could lower the rating over the next 12 months if we believe
the recovery will be materially more prolonged or weaker than
expected, with funds from operations to debt remaining below 12%
through 2022 and only modest improvement thereafter.

"We could revise the outlook to stable over the next 12 months if
Delta performs near or better than our forecast and progress on
vaccination and industry conditions reduces downside concerns.
Depending on the pace of progress, this could occur in the second
half of 2021."



DENTALCORP HEALTH: S&P Places 'B-' ICR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Dentalcorp Health
Services ULC, including its 'B-' issuer credit rating, its 'B-'
issue-level rating on the company's first-lien debt, and its 'CCC'
issue-level rating on the company's second-lien debt, on
CreditWatch with positive implications.

The CreditWatch placement follows the announcement that Dentalcorp
has filed a preliminary prospectus for an IPO on the TSX. S&P said,
"We expect the transaction to close in the second quarter of 2021.
We expect Dentalcorp to use all the proceeds from the IPO and the
new Canadian dollar credit facilities to repay all of its existing
US dollar debt. While we expect some new shareholders as a result
of the IPO, we expect the private equity firm L Catterton to retain
control of the company post-IPO."

S&P said, "We will monitor developments related to the transaction,
including necessary shareholder approvals, regulatory clearances,
and customary closing conditions. We believe the transaction will
be positive for Dentalcorp, given the estimated $700 million of
expected debt reduction."



DISCOVERY DAY: Sets Bidding Procedures for Bonita Springs Property
------------------------------------------------------------------
Discovery Day Academy II, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida to authorize the sale of a parcel of
real property located at 23601 North Commons Drive, in Bonita
Springs, Florida, to Bank OZK for $3,776,871.87 credit bid, subject
to overbid.

The Debtor is the owner of the Property.  A related entity,
Discovery Day Academy, IV, Inc., operates a private school offering
grades K-7 on the Property.  Through its business judgment, the
Debtor determined that a structured sale of the Property presented
the best avenue to maximize the value of the Property to the estate
and its creditors.

Pursuant to this decision, the Debtor came to an agreement with its
senior secured lender, Bank OZK, whereby the Debtor agreed to sell
the Property pursuant to an agreed process in exchange for certain
concessions.  The agreement was then filed with the Court as the
Debtor's Amended Motion to Compromise Controversy.

Among its terms, the Stipulation provided the Debtor until April
20, 2021 to market the property and obtain a stalking horse
purchaser for the Debtor's Property.  If, at the end of the
Marketing Period, the Debtor was unable to identify Stalking Horse,
the Debtor agreed to propose a sale with Bank OZK as the initial
bidder, utilizing a credit bid.

On Dec. 21, 2020, the Debtor filed its Application to Employ LSI
Companies, Inc., as Real Estate Broker seeking to employ LSI to
market its property for sale.  LSI listed the Property utilizing a
nationwide listing database, created marketing materials and
actively showed the Property to various potential buyers.

Notwithstanding the efforts of LSI, the Debtor was unable to
procure a stalking horse buyer for the Property during the
Marketing Period.  Therefore, the Debtor has proposed a sale of the
Property via auction, with Bank OZK making an initial offer via
credit bid in the amount of $3,776,871.87, which is an amount less
than or equal to Bank OZK's first position secured claim in the
Property.  In the event Bank OZK is not the Successful Bidder, the
Asset Purchase Agreement will provide for a break-up fee equal to
$60,000, which equates to two months of adequate protection
payments, plus approximately $10,000.

The Debtor intends to sell the Property pursuant to an Asset
Purchase Agreement and Bid and Sale Procedures which it will
propose as a form asset purchase agreement to be utilized in
connection with qualified bids.  The Debtor will supplement the
Sale Motion with a final proposed Asset Purchase Agreement and Bid
and Sale Procedures prior to the hearing to consider the Sale
Motion.  The Bid and Sale Procedures will include among its
provisions, the deadline for submitting bids, the minimum deposit
required to submit a bid, a period of approximately 45 days for
interested parties to submit a bid, and the minimum overbid amount,
among other relevant provisions.  The Bid and Sale Procedures and
Asset Purchase Agreement have been proposed in good faith, after
months of marketing the Property, and are fair and equitable to all
parties in interest.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: June 11, 2021, at 4:00 p.m. (EST)

     b. Initial Bid: $3,776,871.87

     c. Deposit: $120,000

     d. Auction: The Auction will occur within two calendar days
after the filing of the Notice of Auction.

     e. Bid Increments: $100,000

     f. Sale Hearing: June 15, 2021

The sale proposed by the Debtor will allow it the opportunity to
propose a liquidating plan of reorganization whereby creditors will
receive substantial payment on their claims while providing the
Debtor an exit from this proceeding. Accordingly, the proposed sale
is in the best interest of the Debtor's estate and should be
approved.

The Debtor respectfully requests the Court enters an Order (1)
granting the Sale Motion; (2); approving the Sale Procedures; (3)
approving the Notice of Sale; (4) approving the Asset Purchase
Agreement; (5) scheduling a hearing to consider the approval of the
proposed bid and sale procedures and setting the Auction for the
Property as soon as the Court's calendar permits with a final
hearing on June 15, 2021 to approve the sale to the high bidder
following the Auction of the Property; (6) approving the Sale free
and clear of all liens, claims, and encumbrances; (7) waiving the
14-day stay requirement of Bankruptcy Rules 6004(h) and 6006(d);
(8) finding that the Successful Bidder is entitled to the
protections of Sections 363(m) and (n) at the sale hearing; and (9)
for all other relief that the Court deems just and proper.

A copy of the Bid & Sales Procedures is available at
https://tinyurl.com/4xfjdn6x from PacerMonitor.com free of charge.

                  About Discovery Day Academy II

Discovery Day Academy II Inc. is an independent private school
located in Bonita Springs. Founded in 2006, Discovery Day Academy
has developed The Discovery Method, a project-based learning
model,
with an emphasis on children ages two to eight years.

Discovery Day Academy II filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-04183) on May 29, 2020.  Discovery Day President Elizabeth A.
Garcia signed the petition.  At the time of the filing, the Debtor
disclosed $5,500,000 and $6,050,389 in liabilities.

Judge Caryl E. Delano oversees the case.  

The Debtor tapped Dal Lago Law as its legal counsel and Noack and
Co. as its accountant.



DISH DBS: Moody's Rates New $1.25BB Sr. Unsecured Notes 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Dish DBS
Corporation's (DBS) proposed $1.25 billion senior unsecured notes.
DBS's B2 corporate family rating, B1-PD probability of default
rating, and B2 ratings on the company's existing senior unsecured
notes are unaffected. DBS is a wholly owned-owned subsidiary of
DISH Network Corporation (DISH). Additionally, the ratings of DISH,
including its B1 CFR, Ba3-PD PDR, B1 ratings on its senior
unsecured convertible notes, and SGL-2 speculative grade liquidity
(SGL) rating are also unaffected. The outlook is stable.

The new notes are expected to be pari passu with DBS's existing
senior unsecured notes and the proceeds are expected to be used for
general corporate purposes, including repaying a portion of the
company's $2 billion 2021 debt maturity. The new notes offering and
debt repayment will improve liquidity and be leverage favorable,
though Moody's anticipate secular pressure on revenues and EBITDA
to neutralize any deleveraging. DBS's leverage as of December 31,
2020 was about 3.1x, which remains below the 4.5x sustained
downward leverage guidance for its B2 CFR.

Assignments:

Issuer: Dish DBS Corporation

Senior Unsecured Notes, Assigned B2 (LGD4)

RATINGS RATIONALE

DISH's B1 CFR and DBS's B2 CFR reflect moderately high gross
debt-to-EBITDA consolidated leverage (4.2x at Dish and 3.1x at the
DBS level) as of 12/31/2020 (incorporating Moody's standard
adjustments). DISH's B1 CFR is supported by the substantial asset
value derived from its vast spectrum holdings, although they will
only begin to be deployed and monetized in the coming years and the
company's only subscribers are those acquired from Sprint and
T-Mobile in mid 2020. DBS's B2 CFR, one notch lower than DISH's,
reflects Moody's concern that competition from cable and
telecommunication companies, who offer multiple products (video,
voice, and data in particular), and pressure from changing
television consumption habits towards SVOD services like Netflix,
Inc. (Ba1 positive) and other emerging OTT platforms, will result
in increasing cord cutting of traditional linear pay TV. However,
declining pay TV penetration levels, particularly for smaller cable
companies will likely result in elimination of pay TV service
offerings when they become unprofitable, and
direct-broadcast-satellite distributed traditional linear pay TV
could be the beneficiary in future years which will effectively
elongate the revenue tail for DBS. DBS bondholders have no legal
recourse to DISH or its wireless spectrum assets. The rating also
considers the company's controlling shareholder structure.

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

As of March 31, 2021, DISH and DBS had about $4.4 billion of cash &
cash equivalents and about $135 million of marketable securities.
The company has no revolver in place, but Moody's believe that the
company has significant alternate liquidity potential with debt
capacity at DISH Network, given the $6 billion of debt outstanding,
which is far less than the perceived value of the spectrum assets
it has accumulated over the years. DISH did not acquire a
substantial amount of spectrum in the C-Band auction that concluded
in February 2021 in the US. However, Moody's believe there is
pressure on the company to raise more debt and/or equity capital
over the next 12 to 18 months to fund the build out of the
company's virtualized state-of-the-art mobile network and meet FCC
deadlines. Materially more debt could impact the company's credit
ratings.

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

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

Given the capital needs of the company, including debt maturities
and secular pressures on DBS, and the start-up nature of the 5G
build out, a rating upgrade is unlikely. An upgrade could occur if:
1) material equity capital is raised from a strategic investor,
such that little or no additional debt is likely to be needed to
complete the company's IoT vision; and 2) the company repays DBS's
2021 maturity and can manage its maturities in 2022 and beyond with
senior unsecured debt rather than secured debt, and demonstrates
that it can pace the secular pressure with continuing ability to
reduce debt and leverage.

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

The principal methodology used in these ratings was Pay TV
published in December 2018.

Dish DBS Corporation ("DBS") is a wholly owned subsidiary of DISH
Network Corporation ("DISH") and is a direct broadcast satellite
pay-TV provider and internet pay-TV provider via its SLING TV
operation, with about 11.1 million subscribers as of 3/31/2021.
DBS's Revenue for LTM March 31, 2021 was $12.7 billion. DISH also
operates a wireless business segment, making the company a fourth
US national carrier. DISH's wireless segment operates in two
business units, Retail Wireless and 5G Network Deployment.
Consolidated, DISH's revenue for LTM March 31, 2021 was $16.8
billion.


DISH DBS: S&P Rates New $1.25BB Senior Unsecured Notes 'B-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Dish DBS Corp.'s proposed $1.25 billion senior
unsecured notes. The '3' recovery rating indicates its expectation
for meaningful (50%-70%; rounded estimate: 65%) recovery in a
hypothetical default scenario after incorporating the value from
the company's pay-TV business. There are no downstream guarantees
from parent DISH Network Corp., thus Dish DBS' creditors do not
have rights to the value of the parent's wireless spectrum assets.
The company will use the net proceeds from this offering for
general corporate purposes, including to partially refinance its
outstanding $2 billion notes due June 2021.

S&P said, "Our 'B-' issuer credit rating on Dish DBS is unchanged
because the partial refinancing of its upcoming maturities is
consistent with our previous expectations. Although the company's
credit metrics could temporarily support a higher rating--given our
projection that its debt to EBITDA will remain below our 4x upgrade
trigger through 2021--we also incorporate the risks related to its
financial policy and lack of a clear leverage target. We believe
that controlling shareholder Charlie Ergen views the company on a
holistic basis, with the cash generating pay-TV assets serving as a
funding vehicle to invest in the nascent wireless business. This
view is supported by the proposed partial refinancing, which in our
view helps to preserve DBS cash flows to be distributed to the
parent. It will cost Dish at least an additional $10 billion (plus
potential spectrum license purchases and start-up costs) to build
its network over the next several years. Therefore, we expect Dish
DBS to operate with the maximum level of leverage that the markets
are willing to tolerate without jeopardizing the sustainability of
its capital structure.

"We recognize that Dish DBS' financial performance has been very
strong over the past year given that it increased its EBITDA by
over 30%, which may reflect the company's more loyal and profitable
rural customer base." However, S&P believes there is significant
uncertainty around its EBITDA over the next 1-2 years for the
following reasons:

-- Dish may struggle to raise prices without causing elevated
churn, particularly when the government stimulus for consumers
eases;

-- Dish could experience higher levels of churn as
COVID-19-related restrictions ease because it has benefitted from
the effects of the quarantine conditions over the past year; and

-- The company's gross additions are down substantially, which has
temporarily benefited its EBITDA (because its reduces its
installation and other subscriber acquisition costs), though this
temporary benefit comes at the expense of its long-term growth
prospects.

S&P said, "For these reasons, we project Dish's EBITDA will decline
by 10%-15% annually over the next 1-2 years as the coronavirus
vaccine rollout progresses, which could reduce the demand for
in-home entertainment. Under these assumptions, it is unlikely that
Dish could fully refinance its 2021 and 2022 maturities totaling $4
billion without increasing risk around the long-term sustainability
of the capital structure. This is because if leverage were to
approach 4.5x, due to its declining EBITDA, the company's ability
to reduce leverage in 2023 and beyond would be challenged under our
base-case operating assumptions. We currently project free
operating cash flow (FOCF) will gradually approach $500 million by
2025 (from about $1.5 billion in 2020), which may be insufficient
to keep pace with accelerating EBITDA losses in the future if the
company does not reduce its debt burden near-term while cash
generation is healthy.

"However, we recognize a high degree of uncertainty around our
base-case operating assumptions. If Dish maintains its solid
financial performance such that its EBITDA remains flat over the
next two years, we believe it would have greater capacity to
distribute cash to its parent and access the unsecured credit
markets to fully refinance its upcoming maturities, given our
projections for FOCF of about $1.5 billion in 2021 and $1.2 billion
in 2022.

"Over the longer term, we believe the addressable market for
satellite TV will shrink as the government subsidizes the build-out
of rural broadband. We view President Biden's recent call for $100
billion of funding for rural broadband as a negative development
for Dish because it includes the goal of achieving 100% nationwide
broadband coverage." While the proposal is in the early stages and
lacks specific details about how the money would be allocated,
there appears to be bipartisan support for increased rural
broadband availability. Republicans have unveiled a counterproposal
that would allocate $65 billion to expanding broadband access.
Under either scenario, the massive amount of government funding for
broadband would present a significant risk to satellite TV because
many rural customers currently lack access to high-speed internet
to stream content from competing video services.



DOUBLE EAGLE III: Moody's Confirms B2 CFR Amid Pioneer Natural Deal
-------------------------------------------------------------------
Moody's Investors Service confirmed Double Eagle III Midco 1 LLC's
B2 Corporate Family Rating and B3 senior unsecured notes rating.
The outlook was changed to stable from rating under review. This
rating action concludes the review initiated on April 2, 2021
following Double Eagle's announcement it was being acquired by
Pioneer Natural Resources Company [1] (Pioneer, Baa2 stable).

These actions follow the close of Pioneer's announcement it will
redeem all of Double Eagle's outstanding notes [2]. Upon completion
of the redemption, Moody's will withdraw all Double Eagle's
ratings.

Confirmations:

Issuer: Double Eagle III Midco 1 LLC

Probability of Default Rating, Confirmed at B2-PD

Corporate Family Rating, Confirmed at B2

Senior Unsecured Regular Bond/Debenture, Confirmed at B3 (LGD5)

Outlook Actions:

Issuer: Double Eagle III Midco 1 LLC

Outlook, changed to stable, previously Ratings Under Review

RATINGS RATIONALE

Double Eagle's B2 CFR reflects its modest scale, concentration in
the Midland Basin, high proportion of proved undeveloped reserves,
and aggressive growth plans that will produce significant negative
free cash flow through 2021. The rating also considers the
company's short operating history, relatively high base decline
rate and the accompanying capital intensity, private ownership, and
Moody's expectation of weak oil and natural gas prices through
2021. The B2 CFR is supported by Double Eagle's low leverage owing
to over $1.8 billion of cumulative equity contribution by its
private owners and its high quality oil-weighted assets in one of
the top tier oil-producing basins in North America.

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

If Double Eagle's notes remain outstanding and receive a guarantee
from Pioneer, then the ratings on the notes would be upgraded to
Pioneer's senior unsecured rating level. If Double Eagle were to
become an unguaranteed subsidiary of Pioneer following the
acquisition and continue to provide separate audited financial
statements, then its ratings would be upgraded based on the level
of anticipated parental support. However, the ratings upgrade in
that case would likely be limited to two notches unless there are
significant improvements to Double Eagle's stand-alone credit
profile. If separate financial statements and sufficient
disclosures are not made available to support the maintenance of
ratings, Moody's will likely withdraw Double Eagle's ratings.

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

Double Eagle III Midco 1 LLC is a Fort Worth, Texas based private
exploration and production company with primary operations in the
Midland, Upton, Reagan, Glasscock, and Martin counties in the
Midland Basin of West Texas.


DOW CHEMICAL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Dow Chemical Company.

Headquartered in Midland, Michigan, The Dow Chemical Company
operates as a chemical company.



DYNOTEC INDUSTRIES: Case Summary & 17 Unsecured Creditors
---------------------------------------------------------
Debtor: DynoTec Industries, Inc.
        875 Corporate Dr.
        Jordan, MN 55352

Chapter 11 Petition Date: May 14, 2021

Court: United States Bankruptcy Court
       District of Minnesota

Case No.: 21-30803

Judge: Kathleen H. Sanberg

Debtor's Counsel: Kenneth C. Edstrom, Esq.
                  SAPIENTIA LAW GROUP
                  120 S 6th St Ste 100
                  Minneapolis, MN 55402
                  Tel: 612-756-7100
                  Fax: 612-756-7101
                  E-mail: kene@sapientialaw.com

Total Assets: $1,285,850

Total Liabilities: $4,398,498
                
Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy Lundquist, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:

https://www.pacermonitor.com/view/45CO5CA/DynoTec_Industries_Inc__mnbke-21-30803__0001.0.pdf?mcid=tGE4TAMA


ED'S BEANS: VonBergen Buying All Crazy Mocha Assets for $500K
-------------------------------------------------------------
Ed's Beans, Inc., doing business as Crazy Mocha, Crazy Mocha
Coffee, Crazy Mocha Coffee Co., Kiva Han, Kiva Han Coffee, KH, and
KHC, asks the U.S. Bankruptcy Court for the Western District of
Pennsylvania to authorize the sale of substantially all of the
assets used in connection with the operation of nine Crazy Mocha
coffee shops to Pamela VonBergen for $500,000, subject to higher
and better offers.

A hearing on the Motion is set for May 26, 2021, at 2:30 p.m.  The
Objection Deadline is May 17, 2021.

In 1993, the Debtor began doing business as Kiva Han Coffee, a
coffee wholesale, distributor, and roaster.  It supplied coffee to
many businesses, including Crazy Mocha, a local Pittsburgh chain of
coffee shops.  In 2018, the Debtor purchased all the assets of
Crazy Mocha and begin operating the Crazy Mocha coffee chain.

Currently, the Debtor is the owner and operator of Crazy Mocha,
which has locations throughout Allegheny, Beaver, and Westmoreland
Counties in Pennsylvania, with a concentration in the downtown
Pittsburgh and the surrounding areas.  Crazy Mocha offers customers
a variety of coffee drinks and other specialty drinks, along with
pastries, snacks, and related food items.  The Debtor also
continues to operate Kiva Han Coffee, a roaster and wholesaler of
coffee beans and various other products, including tea, specialty
drinks, café supplies and equipment ("Kiva Han Business").  

The Debtor is party to a number of leases (for real estate out of
which it operates its Crazy Mocha and Kiva Han Coffee businesses.
It is the owner of certain fixtures, improvements, equipment, and
other assets located on the leased premises.

Due to the COVID-19 Pandemic, the Debtor was effectively forced to
close all of its locations in March 2020, in compliance with
various State and local mitigation and health and safety orders
that either forced the complete closure, or at a minimum, severely
impacted the operation of Pennsylvania businesses, like Crazy
Mocha, due to restrictions placed on food and beverage businesses
regarding in-person/indoor dining, take-out, capacity limitations
and/or other similar restrictions.  These closures led to the
filing of the Bankruptcy Case.  

The Debtor has determined that the best course of action in the
Bankruptcy Case is to sell the assets used in connection with the
Crazy Mocha Business and reorganize the Kiva Han Business.  

On April 17, 2021, the Debtor and the Buyer executed a Letter of
Intent contemplating the sale and purchase of substantially all of
the assets used in connection with the operation of nine Crazy
Mocha coffee shops for the purchase price of $500,000.
Subsequently, the Buyer and the Debtor entered into the certain
Asset Purchase Agreement dated April 27, 2021 for a purchase price
of $500,000.

Pursuant to the Stalking Horse APA, the Buyer is to purchase
substantially all of the Debtor's assets, which are used in
connection with owning and operating the following nine Crazy Mocha
coffee shops: (i) Store #3-Oakland; (ii) Store #4-Carnegie Library;
(iii) Store #11-Steel Plaza T-Station; (iv) Store #15-Heritage
Valley Sewickley; (v) Store #16-Heritage Valley Beaver; (vi) Store
#17-One Mellon Center; (vii) Store #29-UPMC East; (viii) Store
#37-Sewickley; and (ix)  Store #40-Brighton Rehabilitation Center
("Coffee Shops").

Pursuant to Section 365(k) of the Bankruptcy Code and Section 2.03
of the Stalking Horse APA, the Debtor and the bankruptcy estate
will be relieved of any liability for any breach of any such
Unexpired Lease occurring after such assignment.  Further, the
Buyer agrees to assume and pay, perform, and discharge all
liabilities of the Debtor under any Unexpired Leases that are
assumed by the Debtor and assigned to the Buyer.   

Contemporaneously with the Sale Motion, the Debtor will file a
Motion Authorizing Debtor to Assume and Assign Certain Unexpired
Leases Pursuant to 11 U.S.C. Section 365 and F.R.B.P. Rule 6006(A)
and (E), whereby the Debtor will ask authority to assume the
Unexpired Leases and assign those Unexpired Leases to the purchaser
of the Purchased Assets.  The Debtor has requested that the
Bankruptcy Court hear the Motion to Assume and Assign in
conjunction with the Sale Motion.  

The Debtor intends to sell the Purchased Assets used in connection
with owning and operating the Coffee Shops, subject to higher and
better offers.

Pursuant to Section 363 of the Bankruptcy Code, the Debtor intends
to sell the Purchased Assets in accordance with the terms and
conditions set forth in the Stalking Horse APA free and clear of
all liens, claims, encumbrances, and interests, including but not
limited to, any claims of successor liability except for the
Assumed Liabilities.

As of the Petition Date, the following above-captioned Respondents
to the Sale Motion have asserted liens against the Purchased Assets
as follows:

     a. First Commonwealth Bank (All Assets) - $251,275.34

     b. U.S. Small Business Administration (All Assets) -
$152,311.64

     c. First Commonwealth Bank (All Assets) - $2,376,433.09

     d. Amex Merchant Loan (OAll Assets) - $52,846.70

     e. CHTD Co. (Unknown) - N/A

The Debtor believes it is in the best interest of its estate and
its creditors to sell the Purchased Assets pursuant to terms set
forth in the Sale Motion.

Any person interested in the Purchased Assets may obtain a detailed
description of the Purchased Assets from the Debtor or its counsel,
John M. Steiner, 412-261-1600 or jsteiner@leechtishman.com.  The
Buyer will serve as the stalking horse bidder. The Buyer will not
be entitled to a break-up fee.  

The Debtor intends to utilize the following bid procedures:

     a. Bid Deadline: May 21, 2021, at 5:00 p.m. (EST)

     b. Initial Bid: A bid must: (i) contain no financing or due
diligence contingency and must be payable in cash; (ii) other than
the Purchase Price, be substantially in the same or better form as
the Stalking Horse APA and contain substantially the same or better
terms and conditions as the Stalking Horse APA; and (iii) the
opening bid will be the Buyer's bid of $500,000 and the next bid
will be at least $20,000 more than the Purchase Price and will be
subject to higher and better offers at the auction to be held at
the Sale Hearing and ultimately be subject to the Bankruptcy
Court's approval at the Sale Hearing.  

     c. Auction: At the Sale Hearing

     d. Bid Increments: $20,000

     e. Sale Hearing: May 26, 2021, at 2:30 p.m.  To join the Zoom
hearing initiate by using the following link 15 minutes prior to
scheduled hearing time: https://www.zoomgov.com/j/16143800191, or
alternatively, attend by using the following Meeting ID: 161 4380
0191.

     f. Closing: No later than May 31, 2021

A copy of the LOI is available at https://tinyurl.com/y5umdvan from
PacerMonitor.com free of charge.

The Purchaser:

           Pamela VonBergen
           3627 Devon Drive South East
           Warren, OH 44484

              - and -      

           Tracie Schmidt
           3801 Starrs Center Drive
           Canfield, OH 44406

                      About Ed's Beans Inc.

Ed's Beans, Inc., owner of Kiva Han Coffee and Crazy Mocha
restaurants, sought Chapter 11 protection (Bankr. W.D. Pa. Case
No.
20-22974) on Oct. 19, 2020.  The Debtor was estimated to have
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.  Crystal H. Thornton-Illar of Leech Tishman Fuscaldo
&
Lampl, LLC, is the Debtor's legal counsel.  William Krieger was
appointed as the Subchapter V Trustee.



ENTRUST ENERGY: Seeks to Hire Baker & Hostetler as Legal Counsel
----------------------------------------------------------------
Entrust Energy, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Baker
& Hostetler, LLP as legal counsel.

The firm's services include:

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

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

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

   d. taking necessary actions to protect and preserve the Debtors'
estates, including prosecuting actions on the Debtors' behalf,
defending actions commenced against the Debtors and representing
the Debtors' interests in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the estates;

   e. preparing legal papers;

   f. advising the Debtors in connection with any sale of their
assets;

   g. consulting with the Debtors regarding tax matters;

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

   i. other legal services necessary to administer the Debtors'
bankruptcy cases.

Baker & Hostetler will be paid at these rates:

     Partners                   $445 to $975 per hour
     Associates                 $395 per hour
     Paralegals                 $305 per hour

The firm will also be reimbursed for out-of-pocket expenses
incurred.

Elizabeth Green, Esq., a partner at Baker & Hostetler, disclosed in
a court filing that her firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The attorney also disclosed that the firm did not agree to any
variations from, or alternatives to, its standard billing
arrangements for the Debtors' bankruptcy cases and that the firm's
professionals have not varied their rates based upon the geographic
location of the cases.

Baker & Hostetler can be reached at:

     Elizabeth A. Green, Esq.
     Jimmy D. Parrish, Esq.
     Baker & Hostetler LLP
     200 South Orange Avenue
     Orlando, FL 32801-3432
     Tel: (407) 649-4000
     Fax: (407) 841-0168
     Email: egreen@bakerlaw.com
            jparrish@bakerlaw.com

                       About Entrust Energy

Houston, Texas-based Entrust Energy generates, transmits and
distributes electrical energy to homes and businesses.

Entrust Energy and 14 of its affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Texas Lead Case No. 21-31070) on
March 30, 2021.  Entrust Energy had estimated assets of between
$100 million and $500 million and liabilities of between $50
million and $100 million as of the bankruptcy filing.

Judge Marvin Isgur oversees the cases.

Baker & Hostetler LLP, led by Elizabeth A. Green, Esq., is the
Debtors' legal counsel.  BMC Group, Inc. is the claims noticing and
solicitation agent.  

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on April 28,
2021.  The committee is represented by Charles Gibbs, Esq.


EQM MIDSTREAM: Fitch Affirms 'BB' LT IDR, Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed EQM Midstream Partners, LP's (EQM)
Long-term Issuer Default Rating (IDR) at 'BB' and the senior
unsecured notes and revolver at 'BB'/'RR4'.

The Rating Outlook remains Negative.

The Negative Outlook reflects Fitch's concern around uncertainties
of the Mountain Valley Pipeline (MVP) project execution as it
continues to experiences permitting challenges. While Fitch had
stated that any delays to the schedule or significant cost increase
may lead to negative rating action, the cost overruns are not
material to prompt downgrade at this juncture. Fitch views that MVP
has a significant bearing on EQM's credit profile, considering the
extent of investment made in the project thus far and EQM's
deleveraging plan hinging on MVP coming into service. Fitch expects
YE21 leverage between 5.4x-5.6x.

The ratings also consider recent positive rating actions at EQT
Corporation (EQT; BB+/Stable), EQM's largest counterparty. While
Fitch views improvement in EQT's credit profile as generally a
positive for EQM, the ratings at EQM are constrained by MVP.

EQM's Outlook may be stabilized when there is clear visibility of
MVP's in-service date.

KEY RATING DRIVERS

Mountain Valley Pipeline Further Delayed: EQM announced in early
May, 2021 that MVP's completion has experienced another delay due
to regulatory and permitting hurdles. The company does not expect
to receive all the required waterbody and wetland crossing
authorizations by 3Q21 as previously anticipated, postponing the
planned in-service date to summer of 2022 from end 2021 at higher
project cost of approximately $6.2 billion. Fitch had previously
expected the in-service date to be late 2021, at an approximate
cost of $6.0 billion. From inception, this project has encountered
several setbacks leading to large schedule delays and cost
overruns, mainly due to permitting and environmental challenges.

With multiple delays and increased costs, timely project completion
continues to remain an overhang at EQM. Fitch views this risk to be
significant, as the continued delays and setbacks in completing and
fully executing this project has a negative impact on the volumes
that flow through. Strengthening of EQM's balance sheet metrics is
largely dependent on the completion of MVP.

Counterparty Credit Risk: EQM derives roughly 65% of its revenues
from EQT Corporation, its primary counterparty and a minority
shareholder (approximately 6%). Fitch typically views midstream
service providers with high single counterparty concentration as
having exposure to outsized event risk. Due to the combination of
customer concentration and reservation-based payment, EQT's credit
risk has a strong bearing on EQM. As EQT is a shipper on MVP, the
completion of MVP will increase the absolute amount of EQT
counterparty concentration. As a positive, the MVP shipper group
also includes affiliates of three highly rated utilities. While
Fitch notes that EQT may exit from its firm capacity on MVP in the
near term, EQT would still expected to remain EQM's largest
customer over Fitch's rating horizon.

Hammerhead in Arbitration: In September 2020, arbitration
proceedings commenced between EQM and EQT relating to the
Hammerhead gathering agreement due to disagreement over the
in-service date of the pipeline. EQT has asserted that it is
entitled to terminate the Hammerhead commitment and take ownership
of the asset in exchange for a reimbursement payment under
contractual agreement. While EQM disputes EQT's assertion, should
the arbitration go in favor of EQT, EQM may lose title over the
asset in exchange for a reimbursement payment equal to a
substantial majority of EQM's capex for the project. Fitch views
this potential outcome as leverage accretive to EQM upon receipt of
the reimbursement, but EQM would lose approximately potential $75
million of expected annual incremental adjusted EBITDA.

Contract Renegotiation with EQT: Under an early 2020 renegotiated
EQT gathering contract, EQM benefited from a longer-term schedule
of higher minimum volume commitments (MVCs), a global MVC rate, PA
and WV acreage dedications and capex protections. Since EQM is
dependent on EQT for its cash flows and future growth, EQT's
operational and financial health have a strong bearing on EQM's
credit profile. The new contract is intended to assist EQT's
drilling plans in a backdrop of prolonged low natural gas prices.

An important positive is that the benefit of certain rate relief to
EQT are held in abeyance until MVP is placed into service. Fitch,
however, notes that in the event MVP is not online by Jan. 1, 2022,
EQT has a one-year option to forgo $235 million aggregate rate
relief in exchange for a $196 million cash payment. Fitch believes
that the new contract has a marginal positive impact on EQM's
credit profile given the higher MVCs and contract extension.

Limited Geographic and Counterparty Diversification: EQM's business
lines and geographic diversity are limited with strong ties and
focus on EQT's production in the Appalachian region. Fitch
typically views single-basin operators with large customer
concentration like EQM as having exposure to outsized event risk,
which could be triggered by an operating issue at EQT or any
production difficulties in the Appalachian basin.

Despite being in one of the most prolific gas basins in the U.S.,
natural gas prices and liquidity constraints had affected EQT's
drilling plans in 2020, which are intended to be alleviated to an
extent by the contract renegotiations in February 2020 and the
natural gas prices returning to normal. EQT is expected to maintain
flat to moderate production growth over rating horizon as E&P
producers at large maintain capital discipline and prioritize FCF.

Revenues from Long-Term Capacity Reservation Payments: EQM's
operations are supported by long-term contracts with firm
reservation fees for both the gathering and transmission side of
the business. The new gathering contract with EQT has a 15-year
contract life, and a weighted average remaining life of 14 years on
storage and transmission. Approximately 66% of the revenues
generated for YE Dec. 31, 2020 were from firm reservation fees.
This contract structure provides some stability to cash flows and
protection from downside volume protection.

Environmental, Social and Governance (ESG): EQM has a relevance
score of 4 for Group Structure with significant related party
transactions with EQT. EQM also has a relevance score of 4 for
Exposure to Social Impacts as it continues to face environmental
permitting challenges for MVP. This has a negative impact on the
credit profile and is relevant to the rating in conjunction with
other factors.

DERIVATION SUMMARY

EQM operates in the Appalachian basin and has material,
concentrated counterparty exposure to EQT. In terms of EBITDA, EQM
is larger than DCP Midstream, LP (DCP; BB+/Stable) and EnLink
Midstream LLC (ENLC; BB+/Stable). All three generate EBITDA over $1
billion. DCP and ENLC operate in multiple basins, and EQM has lower
business risk gas-transportation assets in its portfolio. However,
DCP is much more diverse than EQM and EQM is less diverse than
ENLC.

DCP has higher volume risk with only about 70% of its gross margins
being generated from fee-based contracts verses 90% of ENLC's gross
margins. EQM had approximately 65% of revenues from firm
reservation fees for year-ended ended Dec. 31, 2020.

EQM exhibits higher leverage compared to its peers, ENLC and DCP
where Fitch expects leverage for 2021 at approximately 5.1x, and
around 5.0x-5.2x, respectively. Currently, due to the stress of the
multi-year MVP project, these peers are better positioned relative
to EQM where Fitch expects leverage to remain elevated for until
MVP is in service. Fitch expects leverage of approximately 5.4-5.6x
for YE21.

KEY ASSUMPTIONS

-- Fitch Price Deck for Henry Hub prices of $2.75/Mcf in 2021 and
    $2.45/Mcf thereafter;

-- Fitch Price Deck of West Texas Intermediate (WTI) oil price of
    $55/bbl in 2021 and $50/bbl thereafter;

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

-- MVP is in service by end 2022 and non-recourse MVP project
    financing occurs after Dec. 31, 2022;

-- No EBITDA from Hammerhead pipeline assumed over forecast
    period, given current dispute with EQT;

-- No acquisitions or equity issuance assumed.

RATING SENSITIVITIES

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

-- Positive rating action is not currently viewed as likely in
    the medium term until MVP comes into service;

-- Post MVP completion, positive rating action at EQT may lead to
    a positive rating action at EQM. The Outlook is not likely to
    be stabilized until MVP comes into service.

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

-- Any negative rating action at EQT;

-- At MVP, any further delays to the joint venture's revised
    schedule beyond end 2022, or meaningful cost increases to the
    approximately $6.2 billion budget (8/8ths basis, excluding
    interest during construction);

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

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

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

-- Any liquidity challenges;

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of March. 31, 2021, EQM had approximately
$2.1 billion in liquidity. Cash on balance sheet was approximately
$205 million, in addition to the $1.9 billion available under the
$3 billion revolver (the availability is after recognizing credit
extensions of $246 million related to the issuance of letters of
credit). The revolver may be increased by up to $750 million under
the accordion feature, subject to lender's consent.

On April 16, 2021 the bank agreement was amended to reduce the
facility size to $2.25 billion from 3.0 billion and adjust the
definition of "Qualified Projects" to exclude the MVP and
Hammerhead projects and to adjust the near-term leverage covenant
to accommodate that change. EQM's consolidated leverage cannot
exceed 5.95x through 3Q22, 5.25x in 4Q22, and 5.0x thereafter. As
of March 31, 2021, EQM was in compliance with its covenants. Fitch
notes that the definition of leverage under the bank agreement is
different than its own definition of leverage. Fitch expects EQM to
maintain compliance with its covenants in the near-term.

Debt Maturity Profile: EQM does not have any note maturities until
July 2023. The revolver will mature in October 2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

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

ESG CONSIDERATIONS

EQM Midstream Partners, LP has an ESG Relevance Score of '4' for
Group Structure due to significant related party transaction which
has a negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.

EQM Midstream Partners, LP has an ESG Relevance Score of '4' for
Exposure to Social Impacts due to continued environmental
permitting challenges for MVP which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

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


EQT CORP: S&P Rates New Senior Unsecured Notes 'BB', On Watch Pos.
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' rating on EQT Corp.'s proposed
senior unsecured notes totaling $1 billion maturing in 2026 and
2031. The recovery rating on this debt is '3', indicating its
expectation for meaningful (50-70%; rounded estimate: 65% cap)
recovery of principal for creditors in the event of a payment
default. The notes are on CreditWatch with positive implications,
the same as all its ratings on EQT. The CreditWatch reflects S&P's
expectation that it will raise the issuer credit and senior
unsecured ratings of EQT to 'BB+' at the close of its acquisition
of Alta Resources Development LLC, expected in the third quarter of
2021. S&P expects the company to use proceeds from the notes to
help fund the Alta acquisition.

S&P said, "The Alta acquisition further strengthens EQT's already
large position in the Appalachian region, boosting reserves; we
expect production of approximately 5.6 billion cubic feet
equivalent per day. The acquisition solidifies EQT's position as
the largest producer in the Marcellus Shale, and one of the largest
in the U.S. Importantly, we expect Alta's very low operating costs
to result in a material improvement to EQT's costs to around
$1.25/thousand cubic foot equivalent (mcfe), supporting improved
profitability. This improvement will likely support EQT's ability
to maintain positive free cash flow through all points in the
natural gas pricing cycle, which we expect to remain volatile given
the industry's relative ease of adding natural gas production, and
which can also be affected by significant negative pricing
differentials that have been typical of the Appalachian region.
Finally, the Alta acquisition provides EQT a measure of
diversification within the Marcellus Shale by adding a new core
area in the Northeast Pennsylvania region. As a result of these
factors, we expect to revise the business risk profile of EQT to
satisfactory from fair upon close of the transaction."



EQUITRANS MIDSTREAM: S&P Affirms 'BB-' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating and the
'BB-' senior unsecured debt rating, which is based on a recovery
score of '3' (55%) on Equitrans Midstream's and EQM Midstream
Partners, LP (EQM).

The outlook remains stable given S&P's expectation that leverage
will fall below 5.5x once MVP becomes operational in the second
half of 2022; however further delays to the pipeline without an
offsetting company response could now lead to a negative rating
action.

The expected in-service date for Mountain Valley Pipeline (MVP) was
delayed and the total cost estimate for the project increased to
$6.2 billion. S&P said, "The company's exposure to MVP is our key
driver for Equitrans over the next two to three years. Equitrans'
operating subsidiary, EQM, owns about 48% of the equity in MVP and
we consider it a material project given its scale. Our expectation
for MVP to initiate operations and, in turn, issue project-level
nonrecourse debt are important inflection points for the credit
rating, because they will lead to lower leverage and improved
business risk at the company. We think leverage will remain above
5.5x while the project is in construction." Although this is
elevated for the rating, the company's commitment to lower leverage
and our expectation that it will repay debt in 2022 are key to the
continued stable outlook.

Uncertainty surrounding the project's timeline and general
viability amid continued delays and cost increases are the most
important risk underlying our credit rating. S&P said, "Our
base-case forecast now assumes an in-service date of Sept. 30,
2022. If we lost confidence in the timeline for MVP, we would
reassess the forecast and the company's ability to reduce debt in
2022."

S&P said, "We assume the project, once operational, will issue
nonrecourse debt, leading to a significant one-time distribution to
EQM that it will use to repay debt. Furthermore, when MVP is
operational, the company's scale, scope, and diversification will
improve along with its contract profile.

"We think several ancillary issues connected to the MVP project are
not material to the credit rating at this time. EQM's main
customer, EQT Corp., has a one year option to monetize a portion of
its rate relief if the project is not operational on Jan. 1, 2022.
This option is now more relevant given our updated expectations. If
exercised, we think EQM has the liquidity to fund the $196 million
payment on the revolver, and we'd update our forecast to include
both the increase in debt and the increase in cash flows as a
result of the reduced rate relief, which will more or less offset.
Covenant tightness could become more pronounced, but we don't
expect it would have an immediate impact on our liquidity
analysis.

"Separately, ownership of the Hammerhead project is currently being
arbitrated with EQT. We have little insight into the proceedings
given the confidential nature of the arbitration. We'd expect a
normal downside case for any outcome to include a loss of its
equity in the project, but also a cash reimbursement for EQM's
contribution that will help the company reduce debt. As such, we
are less concerned with the cash flow effects of the arbitration at
this point, and more concerned with its relationship with EQT,
which contributes about 70% of EQM's revenues.

"EQM's recent amendments to its revolver, including the changes to
its covenant calculations, do not affect the rating. The revolver
availability was already limited by the leverage covenant in our
forecast, therefore the lower total capacity (to $2.25 billion from
$3 billion) doesn't affect our view of liquidity. The updated
covenant calculation, which removes EBITDA add-backs from some
projects currently in construction, is offset by the higher
covenant level, now 5.95x through Sept. 2022. As a result, the
headroom under the covenant is still adequate. We think the
covenant will continue to be important over the next two years as
the company finances its significant capital expenditures with debt
under our base case.

"EQM's base gathering business and counterparty risk support the
current rating. Given the long-term fixed-fee contract profile and
high level of minimum volume commitments (MVCs), we expect EQM to
have stable cash flows. The company also has good scale compared to
natural gas-focused peers in the region and across North America.
EQT was recently placed on CreditWatch with positive implications
after the company announced a material acquisition. We assume
stable commodity prices in our forecast over the next few years,
which will support steady or increasing volumes from the customer
base.

"The stable outlook reflects our view that volumes on its gas
transportation and gathering systems won't materially decline
especially given the high level of MVCs, leading to somewhat stable
EBITDA. Under our base-case scenario, we expect MVP to be in
service by the third quarter of 2022, leading to significant
deleveraging. We expect leverage to remain elevated above 5.5x
while MVP is in construction, but decrease below 5x when it begins
operations and finances MVP at the asset level.

"We would take a negative rating action on Equitrans and EQM if we
forecast leverage to remain above 5.5x at year-end 2022. This would
likely occur if MVP were to be delayed or the cost estimate was
revised upwards, and the company did not take other measures to
lower leverage.

"We could consider a positive rating action on EQM if we had higher
confidence that construction on the MVP project would be completed
without material cost increases or further delays before year end
2022. This is largely dependent on our view of the resolution of
regulatory and legal hurdles that are currently plaguing the
project and material construction progress."



EXPO CONSTRUCTION: Flash Says Disclosures Lack Adequate Information
-------------------------------------------------------------------
Flash Funding, LLC ("Flash"), filed an objection to debtor Expo
Construction Group, LLC's Disclosure Statement.

Flash Funding asserts that the Disclosure Statement should not be
approved for two principal reasons: (i) the Disclosure Statement
lacks adequate information with respect to several material aspects
of the reasons behind Expo's bankruptcy filing, and (ii) the
Disclosure Statement does not conform to Debtor's schedules, which
prevents creditors from making an informed decision with respect to
the viability of the Proposed Plan.

Unless the Court dismisses Expo's Chapter 11 Case, as requested by
Flash through a separate motion, Flash requests that the Court
defer consideration of the Disclosure Statement until such time as
Debtor removes all non-confirmable elements from the Disclosure
Statement, supplement the Disclosure Statement with sufficient
material information, and all parties have had an opportunity to
review the additional information.

Attorneys for Flash Funding, LLC:

     CRISTINA S. BELAVAL
     THE FUENTES FIRM, P.C.
     5507 Louetta Road, Suite A
     Spring, Texas 77379
     Telephone: (281) 378-7640
     Facsimile: (281) 378-7639
     E-mail: cristina@fuentesfirm.com

                   About Expo Construction Group

Expo Construction Group, LLC, a Houston-based general contractor,
filed a voluntary petition for relief under Chapter 11 of the
United States Code (Bankr. S.D. Tex. Case No. 20-34099) on Aug. 18,
2020.  Melida Taveras, a managing member, signed the petition.  At
the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.  The Law
Office of Margaret M. McClure serves as the Debtor's legal counsel.


EYEMART EXPRESS: S&P Alters Outlook to Stable, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Eyemart Express Holdings
LLC to stable from negative and affirmed its 'B-' issuer credit
rating, reflecting the expectation for stable operating
performance. At the same time, S&P affirmed its 'B-' rating on the
company's first-lien debt. The '3' recovery rating is unchanged.

The stable outlook reflects S&P's expectation that the company will
continue to recover revenue and margins, and open new units in
2021, resulting in modest EBITDA base expansion over the next 12
months.

S&P said, "The outlook revision reflects our expectation that
Eyemart will improve its credit metrics in 2021. Mandated store
closures in 2020 hurt Eyemart's performance, with comp sales down
about 40% in the second quarter. As stores reopened, Eyemart saw a
quick recovery with positive comps, benefiting from pent-up demand
and stimulus funds further boosting sales. We forecast revenue
growth in the 16% area for 2021 and expect sales recovery to above
2019 levels. We forecast growth driven on increased consumer
confidence, as more people get vaccinated and return to stores. We
believe expansion of the store base into new markets will also
further drive growth.

"We forecast adjusted debt/EBITDA to be in the mid-9x area in 2021,
declining to the low-8x area in 2022 through EBITDA growth driven
by margin improvement. We forecast improvement in gross margins as
Eyemart improves promotion and pricing strategy after increased
promotional activity in 2020, which strained gross margins. We also
forecast improvement in operating expenses as labor costs normalize
in 2021 and Eyemart implements cost saving initiatives. We forecast
significant improvement in S&P Global Ratings-adjusted EBITDA
margins to the 32% area in 2021 as cost pressures related to the
pandemic begin to subside.

"We expect Eyemart's S&P Global Ratings-adjusted leverage to
significantly increase in 2021 following a preferred equity
issuance. In October 2020, $400 million of preferred equity was
issued to new investors. We treat the preferred equity as debt in
our leverage calculations. Eyemart used proceeds from the issuance
to fund a dividend to existing investors. We expect that the
company will maintain an aggressive financial policy and credit
metrics would likely weaken further if the company pursued
meaningful debt-financed dividends.

"Pandemic period highlighted resilience in business performance and
liquidity has since improved. We believe Eyemart's performance is
in part due to the nondiscretionary nature of its products,
positioning the company well in recessionary environments, as well
as its value orientation. The company also took measures to
maintain liquidity and cash flow at the onset of the pandemic by
deferring some rent payments, pausing capital expenditure projects,
and reducing advertising. In addition, the company upsized its
revolver from $30 million to $50 million and fully drew on it.

The maturity on the revolver comes due in August 2022. The revolver
is subject to a maximum first-lien leverage ratio of 6.25x when
it's more than 30% drawn. As of fiscal year-end 2020, the company
had paid down a significant portion of the revolver, and
outstanding borrowings were $27 million. The company also had $9
million of cash on the balance sheet. We anticipate sufficient
covenant headroom in 2021 on our expectation for improving credit
metrics and free operating cash flow of about $20 million. We
expect the company will be able to address the revolver's upcoming
maturity by paying down outstanding borrowings or extending its
maturity.

"The stable outlook reflects our expectation that the company will
continue to recover revenue and margins, and open new units in
2021, resulting in modest EBITDA base expansion over the next 12
months."

S&P could lower the rating if:

-- S&P anticipates the company's liquidity would deteriorate. Such
a scenario could occur if operating performance meaningfully
weakens, leading to negative free cash flow; or

-- S&P believes Eyemart's capital structure is unsustainable.

S&P would consider an upgrade if:

-- The company significantly outperforms S&P's expectations, such
that it anticipates adjusted debt to EBITDA will be sustained
around 7x or less with a financial policy supportive of maintaining
this level.



FDZ HOMES: Sets Bidding Procedures for Palm Springs Property
------------------------------------------------------------
FDZ Homes, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to authorize the overbid procedures relating
to the sale of the real property located at 821 E. Mel Ave., in
Palm Springs, California, APN 507-082-006-4, to Eric Mann for $1.55
million, subject to overbid.

A hearing on the Motion is set for June 2, 2021, at 10:00 a.m.

The Mel Ave. Property is legally described as follows: "Lot 12 of
E1 Mirador Estates No. 3, as shown by map on file in Book 19, Page
8 of Maps Records of Riverside County, CA.  Excepting the right to
any deposits of oil, gas, or other hydrocarbon substances and water
underlying said land as reserved in deeds of record.  APN:
507-082-006-4."

MOR Financial and Javier Galvan hold deeds of trust on the Mel Ave.
Property to secure notes in the approximate amount of $764,151 and
$100,000.  The Debtor intends to pay MOR and Galvan the full amount
required for satisfaction of its liens out of escrow.  To the
extent that there is a dispute over the amount required to payoff
the MOR and Galvan liens, the Debtor will immediately tender the
undisputed portion of the payoff to MOR and Galvan and keep the
remaining proceeds in a segregated account pending resolution of
the dispute(s).

The Debtor estimates that approximately $7,006 is due in property
taxes against the Mel Ave. Property for fiscal year 2020-2021.  The
property taxes will be paid out of the escrow account.

The sale price of $1.55 million represents the Mel Ave. Property's
fair market value.  The Debtor's real estate agent Jose Arana
reviewed comparable sales in the area and performed an inspection
of the Property.  Based on the results of his analysis, the Agent
determined the Property's fair market value to be approximately
$1.55 million.

As provided in Mr. Arana's declaration, he began marketing the Mel
Ave. Property in March 2021.  The Property was listed on the MLS,
Century 21 website, Zillow, Realtor.com and other real estate
websites.  As a result of Mr. Arana's marketing efforts, the Debtor
received an offer to purchase the Mel Ave. Property from the Buyer
for $1.55 million, subject to overbid.  This was the best offer
received and was accepted by the Debtor.

Subject to Court approval, the Debtor proposes to sell the Mel Ave.
Property to the Buyer for $1.55 million on the terms of their
California Residential Purchase Agreement and Joint Escrow
Instructions, and Buyer Counteroffer No. 1.  The Buyer has
deposited $45,000 into escrow.

The Purchase Agreement provides in part:

     a. Buyer acknowledges that it is buying the Mel Ave. Property
"as is" and "where is" without warranties of any kind, express or
implied, being given by the Debtor, its agents concerning the
Property's condition;

     b. Buyer is aware the Offer is contingent upon Court
approval;

     c. There are no contingencies to the transaction;

     d. If a successful overbidder is accepted and approved by the
Court, the successful overbidder is to reimburse the Buyer up to
$2,000 for costs incurred; and

     e. Any and all disputes which involve in any manner the
bankruptcy estate or the Trustee arising from the Purchase
Agreement will be resolved only in the Court.

To obtain the highest and best offer for the benefit of the
estate's creditors, the Debtor proposes that the offer be subject
to overbid.  Notice is being provided of the opportunity for
overbidding to all interested parties.

The Debtor requests that the Court approves the following overbid
procedures:

     a. Each bid must be received by the Debtor and the Debtor's
counsel no later than three business days prior to the hearing on
this motion.  The Debtor has the discretion to shorten the deadline
to submit overbids.

     b.  The initial overbid must exceed the original Offer by a
minimum of $5,000.  Each subsequent bid must then be in increments
of at least $2,500.

     c. Each bid must be all cash, non-contingent, and on the same
terms and conditions, other than price, as those proposed in the
Offer.

     d. Each bidder must match all terms and conditions of the
original bid.  Thus, an "earnest money" deposit of at least $45,000
must be made.  The deposit must be received by the Debtor no later
than three business days prior to the hearing on the motion.  The
deposit must be in cash, cashier’s check, certified check, or
irrevocable letter of credit, and must be deposited with the Debtor
so that the Debtor will have access to the funds no later than
three business days prior to the hearing on the motion.

     e. Should a bidder fail to qualify for financing or timely
close escrow, the $45,000 deposit is non-refundable.

On May 4, 2021, the Debtor filed its application to employ Jose
Arana as its real estate agent.  Prior to the hearing on the
present motion, the Debtor will lodge the proposed order approving
the Employment Application.  Through the motion, the Debtor seeks
authority to pay its agent an amount not greater than 6% of the
purchase price or applicable overbid, which will be shared with the
Proposed Buyers' broker, if any, provided that the estate nets a
like amount and upon entry of an order approving the motion.  It
has determined that a 6% commission is appropriate.

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

A copy of the Agreement is available at
https://tinyurl.com/5kpcadf5 from PacerMonitor.com free of charge.

                      About FDZ Homes Inc.

FDZ Homes, Inc. is the owner of five properties in Los Angeles and
Palm Springs, Calif., having a total current value of $7.42
million.

FDZ Homes sought protection under Chapter 11 of the Bankruptcy
Code
(Bankr. C.D. Cal. Case No. 20-20772) on Dec. 7, 2020.  At the time
of the filing, the Debtor disclosed $7,422,233 in assets and
$7,464,153 in liabilities.  

Judge Ernest M. Robles oversees the case.  The Bisom Law Group
serves as the Debtor's legal counsel.



FERRO CORP: S&P Places 'BB-' ICR on Watch Negative on Prince Deal
-----------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Ferro Corp.,
including its 'BB-' issuer credit rating, on CreditWatch with
negative implications.

The CreditWatch placement follows the announcement that Ferro and
Prince International have entered into a definitive agreement under
which Prince will acquire Ferro for about $2.1 billion. Under the
terms of the agreement, which Ferro's board of directors has
approved, Prince will acquire all of the outstanding common stock
of Ferro for $22.00 per share in cash and assume all of Ferro's
outstanding debt. S&P said, "We expect the transaction will be
credit negative for Ferro given PMHC's weaker credit ratings and
high debt leverage, and the potential ownership of Ferro by a
private equity sponsor. Our CreditWatch listing indicates that we
could lower our issuer credit rating on Ferro by one or more
notches upon the close of the transaction, which is expected to be
completed in the first half of 2022."

S&P said, "We expect to resolve the CreditWatch when more details
of the transaction are available, including additional information
on the debt structure, and we are more certain about the close of
the transaction. We will monitor any developments related to the
transaction, including the receipt of the necessary shareholder
approvals and regulatory clearances. We expect the transaction will
be credit negative for Ferro given PMHC's high debt leverage,
smaller scale, and weaker credit metrics, and the ownership by a
financial sponsor, which we believe will result in a more
aggressive financial policy. If the transaction is completed as
proposed, we will likely lower our issuer credit rating on Ferro.

"If the transaction is not completed, we will review our ratings on
Ferro and remove ratings from CreditWatch. We could then affirm our
'BB-' issuer credit rating on Ferro if we believe credit measures
will remain in our expected range for the BB- rating. Our base case
continues to assume that Ferro's existing business will increase
revenues by mid-single-digit percentages during the next two years
while expanding EBITDA margins as it benefits from strong economic
growth over the next 12 months."



FITNESS INTERNATIONAL: S&P Keeps 'CCC+' Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings revised Fitness International LLC's liquidity
assessment to adequate from less than adequate. S&P's 'CCC+' issuer
credit rating on the company is unchanged and reflects the
company's very high leverage, which it expect will be above 7x in
2021, possibly recovering to the 6x area in 2022.

Fitness International issued $525 million of preferred equity
shares in April 2021 and used a portion of the proceeds to pay down
approximately $105 million of its $300 million MSELF Loan. S&P
said, "It used the remainder of the proceeds to bolster cash
balances, and as a result, we believe that company will maintain
adequate liquidity over the next 12 months, and we do not expect
the company to default over the same timeframe. We believe that the
company has approximately $755 million of total liquidity,
incorporating approximately $395 million of cash as of April 30,
2021 and availability under its revolving credit facility of
approximately $360 million."

S&P said, "We expect Fitness International's leverage to remain
very high and that the company's EBITDA coverage of interest will
be weak through 2021. We believe that LA Fitness will struggle to
recover to prepandemic membership levels because of the length of
the pandemic. Under our base case forecast for revenue and EBITDA,
we believe Fitness International LLC will maintain leverage above
7x and EBITDA coverage of interest of 2x-2.5x and generate negative
free cash flow in 2021. It is our understanding that at the end of
2020, LA Fitness' systemwide membership was approximately 20% below
its pre-pandemic peak membership base excluding insurance based
members, inclusive of approximately 40% of members that were on
hold or frozen. However as of April, 2021 frozen and on hold
memberships accounted for approximately 17% of total memberships.
While gyms are reopening under state and local guidelines, we
believe it could be challenging for LA Fitness to regain the same
number of paying members as it had before the pandemic. Throughout
the pandemic, members that have been placed on hold have had
significant time to change their fitness habits and may reassess
paying for fitness club memberships in the future. We also believe
that acquiring new members could be costly and compress margins in
2021 and 2022. To recover its historical membership base, LA
Fitness may offer incentives such as waived initiation fees,
discounts, and credits for personal training and other in-center
ancillary services. This could reduce revenue or increase costs
until membership recovers. We also believe long-term consumer
fitness preferences may change because of prolonged
social-distancing measures if some prefer to switch to in-home
fitness alternatives.

"In addition, as a result of the pandemic, we believe that
permanent closures of competitors' clubs could provide LA Fitness
an opportunity to expand its footprint in 2021. We believe that
Fitness International could use some of the cash on its balance
sheet to acquire new locations or develop new clubs, which could
increase leverage as the economy continues to recover from the
pandemic and EBITDA remains depressed. As a result, we believe LA
Fitness' lease adjusted debt to EBITDA will be very high this year
and that free cash flow will remain negative through 2021 and could
be minimal to slightly positive in 2022.

"The negative outlook reflects our expectation for elevated
leverage and negative free cash flow in 2021."

S&P could lower the ratings if the recovery in memberships,
revenue, and EBITDA meaningfully underperformed our base case due
to lingering consumer apprehension about the safety of gyms and if
it believed:

-- The company's liquidity position could worsen; or

-- It could default or enter into a debt restructuring in the next
12 months.

S&P could revise its outlook to stable or positive if:

-- S&P believed the company's clubs had fully reopened and were
likely to stay open;

-- It has begun to recover its significantly reduced membership
base. This could improve revenue, EBITDA, and cash flow such that
it can comfortably cover fixed charges, causing us to conclude the
capital structure is sustainable over the long term; or

-- S&P believed the company would sustain below 7.5x through
2022.



FL SUNSHINE SERVICES: Gets Interim Cash Collateral Access
---------------------------------------------------------
Judge Caryl E. Delano authorized FL Sunshine Services of Tampa, LLC
to use cash collateral on an interim basis to pay the current and
necessary expenses according to the budget, as well as quarterly
fees to the U.S. Trustee, and additional amounts that the Debtor's
secured creditors may expressly approve in writing.  The Debtor's
Secured Creditors are Commercial Credit Group Inc.; South State
Bank, N.A., f/k/a CenterState Bank, N.A.; Fundbox; and U.S. Small
Business Administration.

Each Secured Creditor with a security interest in cash collateral,
including Commercial Credit Group, shall have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the pre-petition lien.

A copy of the order is available for free at https://bit.ly/3tDr3mr
from PacerMonitor.com.

             About FL Sunshine Services of Tampa, LLC

FL Sunshine Services of Tampa, LLC, a Port Richey, Fla.-based
limited liability company, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-08148) on October
30, 2020. The petition was signed by Dan K. Wilson, manager.

At the time of filing, the Debtor disclosed assets of less than
$50,000 and liabilities of up to $10 million.

Judge Caryl E. Delano oversees the case.

Johnson, Pope, Bokor, Ruppell & Burns, LLP is Debtor's legal
counsel.




FREEPORT-MCMORAN: Egan-Jones Hikes Senior Unsecured Ratings to BB+
------------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Freeport-McMoRan Incorporated to BB+ from BB.

Headquartered in Phoenix, Arizona, Freeport-McMoRan Inc. is an
international natural resources company.



FRONTDOOR INC: Moody's Ups CFR to Ba2 & Rates New Secured Debt Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded frontdoor, inc.'s corporate
family rating to Ba2 from Ba3 and probability of default rating to
Ba2-PD from Ba3-PD. Moody's assigned a Ba2 rating to frontdoor's
proposed senior secured credit facility, consisting of a $250
million revolving credit facility due 2026, a $250 million term
loan A due 2026 and a $400 million term loan B due 2028. The
speculative grade liquidity rating remains SGL-1. The outlook is
stable.

On May 10, frontdoor announced that it would repay its $884 million
of rated debt, as well as related repayment premiums, fees and
expenses, with the net proceeds of the proposed term loans and
about $270 million of cash. Ratings assigned to the existing senior
secured revolving credit facility due 2023, senior secured term
loan B due 2025 and unsecured notes due 2026 will be withdrawn when
they are repaid.

RATINGS RATIONALE

"frontdoor's repayment of about $330 million of debt in 2021
reduces leverage by more than a turn, while the new credit facility
extends the company's debt maturity profile, driving the ratings
upgrade," said Edmond DeForest, Moody's Senior Vice President.

The Ba2 CFR reflects Moody's expectations for a high-single-digits
percent revenue growth rate, around $150 million of free cash flow
and debt to EBITDA expected to remain around 3.0 times. Moody's
expects frontdoor is likely to prioritize organic and inorganic
growth opportunities over further debt repayment in the near term,
and that debt leverage could rise to 4.0 times immediately after an
acquisition, but then return to 3.0 times with 12 to 24 months
through EBITDA growth and debt repayment. frontdoor's very good
liquidity profile and strong growth profile also provide ratings
support.

All financial metrics cited reflect Moody's standard analytical
adjustments.

Profitability rates have been impaired in the 12 months ended March
31, 2021 by elevated service costs due to several factors,
including supply shortages and increased service volumes related to
customers spending more time at home. Moody's expects service
delivery costs should decline once supply constraints ease. Longer
term, investments in new business lines, including an on-demand
home services portal, that do not generate meaningful revenue could
limit the range of profitability rebounds. Recurring home warranty
subscriptions, with customer retention rates of around 75%, provide
high visibility into future revenues. A slowdown in existing home
sales following the robust environment of the last year could
hinder new customer growth. frontdoor's national network of
independent home service technicians would be difficult to
replicate and represents a meaningful barrier to competition.

In-home repair services were deemed essential services in the US
during the coronavirus pandemic, allowing frontdoor to meet its
service obligations. Since May 2020, frontdoor experienced higher
than usual service requests during the pandemic. Moody's expects
that frontdoor will face gross margin pressure from rising costs.
Cost increases may continue to arise due to a number of factors,
including rising labor rates and higher parts prices. Cost
reduction initiatives and technological investments have helped to
mitigate downward pressure on margins. Moody's anticipates that the
company will maintain elevated marketing expenses to support new
customer development.

As a service provider to consumers, frontdoor faces limited
environmental risks. Additionally, Moody's does not see meaningful
social risks for the home warranty services sector.

Governance risk is considered moderate. Moody's considers
frontdoor's financial strategies transparent and balanced.
frontdoor has taken clear conservative financial steps with
optional debt repayments, including with the deleveraging
refinancing transaction. While investments in M&A are likely,
Moody's expects limited share repurchase activity. frontdoor does
not pay a cash dividend to shareholders.

The SGL-1 speculative grade liquidity rating reflects Moody's
assessment of frontdoor's liquidity profile as very good. Moody's
anticipates $92 million of unrestricted cash on hand as of deal
close, with an incremental $175 million in restricted cash.
Additionally, Moody's anticipates full availability under the
company's $250 million senior secured revolving credit facility due
2026, which could be used to fund acquisitions, and around $150
million in free cash flow. These sources provide ample coverage of
the $16.5 million in annual term loan amortization under the new
capital structure. Flexibility within the term loan A's first lien
net leverage covenant is expected to remain wide.

The Ba2 ratings on the senior secured revolver, term loan A, and
term loan B reflects the Ba2-PD PDR and a loss given default
("LGD") assessment of LGD3, reflecting their position as the only
tranche of debt in the company's capital structure. The credit
facility is secured by a first lien pledge of substantially all of
the domestic assets of the guarantor subsidiaries through secured
upstream guarantees. Certain key subsidiaries are regulated as
insurance companies and do not provide secured guarantees.

The stable outlook reflects Moody's anticipation for debt to EBITDA
around 3.0 times and robust free cash flow to debt above 15%. The
outlook also reflects Moody's expectation that frontdoor may make
debt-financed acquisitions that raise financial leverage
temporarily.

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

The ratings could be upgraded if Moody's expects: 1) frontdoor's
products and services to become more diverse and address a larger
market; 2) debt to EBITDA to remain below 2.5 times; 3) frontdoor
will maintain a lower proportion of secured to total debt, thereby
increasing its financial flexibility; and 4) conservative financial
policies limiting the potential for large leveraging debt-financed
acquisitions.

The ratings could be downgraded if Moody's expects: 1) declines in
revenue growth or customer retention rates; 2) frontdoor's costs to
deliver service remains elevated, leading to EBITA margins below
15%; 3) debt to EBITDA will be maintained above 3.5 times; or 4)
more aggressive shareholder return or acquisition policies.

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

Moody's took the following rating actions and made the following
outlook statement:

Issuer: frontdoor, inc.

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD3)

Senior Secured Term Loan A, Assigned Ba2 (LGD3)

Senior Secured Term Loan B, Assigned Ba2 (LGD3)

Outlook, Remains Stable

Frontdoor, based in Memphis, TN, is a national provider of home
service plans. Brands include American Home Shield, HAS, OneGuard,
and Landmark. Until 2018, frontdoor operating as a division of
ServiceMaster Global Holdings, Inc. (now known as Terminix), when
it was spun-off to shareholders. Moody's expects 2021 revenue of
approximately $1.6 billion.


FRONTDOOR INC: S&P Assigns 'BB-' Rating on First-Lien Term Loan B
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issue rating to
Frontdoor Inc.'s new $400 million first-lien term loan B due 2028.
The recovery rating is '3', indicating our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery of principal
in the event of default.

Frontdoor issued the new term loan B in conjunction with a new $250
million revolving credit facility (undrawn at close) and $250
million first-lien term loan A. The new revolver and term loan A
are not rated.

S&P said, "We expect the company to use the proceeds from the
refinancing along with approximately $270 million of unrestricted
cash to repay its term loan B due 2025 and senior unsecured notes
due 2026. We will withdraw our 'BB-' issue and '3' recovery ratings
on the company's revolver due 2023 and term loan B due 2025, as
well as the 'B' issue and '6' recovery ratings on senior unsecured
notes, once the debt is repaid.

"Our ratings on Frontdoor, including our 'BB-' issuer credit
ratings, are unaffected by the first-lien credit facility
refinancing. Irrespective of the proposed debt repayment, our
expectations—as reflected by our positive outlook on the
company--is that Frontdoor will end 2021 with leverage below 2.0x
as a result of double-digit revenue growth, strong cash flow
generation, and absent any transformation acquisition or meaningful
shareholder returns. Since we calculate debt (including operating
leases) net of unrestricted cash, the transaction minimally affects
leverage. Pro forma for the new capital structure, our adjusted net
debt to EBITDA is 2.3x as of the 12 months ended March 31, 2021.

"Though this does not affect our issuer ratings, we view the
transaction as a credit positive given that it reduces gross debt
outstanding by over $200 million, lowers annual interest expense,
and extends all maturities. Under the new capital structure we
expect S&PGR-adjusted EBITDA interest coverage to improve to
9.0x-11.0x for 2021."

Frontdoor has performed well thus far in 2021 with the highest
quarterly revenue growth since the spin-off of 12% for the first
quarter. The company does however continue to experience challenges
created by the pandemic including an above-average level of service
requests and the industry-wide backlog for new appliances.
First-year real estate growth continues to be adversely impacted by
the decline in existing home sales during the second quarter of
2020, given the annual nature of service plan agreements. While S&P
expects further recovery in the channel towards the back half of
the year, the seller's market created by lower housing inventory
does present additional obstacles. Frontdoor however is pivoting to
focus efforts in the channel on buyers as well as countering lower
first-year real estate growth by investing in sales and marketing
for its first-year direct-to-consumer channel which as a result
grew 16% in the quarter.

S&P said, "We continue to expect double digit full year revenue
growth of 10%-12% for 2021 driven by mid-single-digit price
increases, stable retention, increasing contributions from
first-year direct-to-consumer and ProConnect, and further recovery
in the real estate channel. We expect stable S&P adjusted EBITDA
margins of 17%-18% as top-line growth is offset by increased
investments in emerging businesses, marketing spend for first-year
direct-to-consumer, an above-average level of service requests and
supply side challenges. As Frontdoor generates cash we expect
management will use free cash flows to invest in the business and
pay down debt. Absent any transformational acquisition we expect
net leverage metrics to be below 2.0x by year-end."



FULL HOUSE: Incurs $3.5 Million Net Loss in First Quarter
---------------------------------------------------------
Full House Resorts, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $3.45 million on $42.21 million of revenues for the three months
ended March 31, 2021, compared to a net loss of $4.36 million on
$30.85 million of revenues for the three months ended March 31,
2020.

As of March 31, 2021, the Company had $453.94 million in total
assets, $357.54 million in total liabilities, and $96.41 million in
stockholders' equity.

As of March 31, 2021, the Company had $277.9 million of cash and
equivalents, including $179.9 million of restricted cash dedicated
to the construction of Chamonix.  The Company estimates that
between approximately $7 million and $9 million of cash is used in
its current day-to-day operations, including for on-site cash in
its slot machines, change and redemption kiosks, and cages.

On a consolidated basis, cash provided by operations during the
three months ended March 31, 2021 was $8.3 million, compared to
cash used by operations of $4.2 million in the prior-year period.
Trends in the Company's operating cash flows tend to follow trends
in operating income, excluding non-cash charges, but are also
affected by changes in working capital.  Comparing the 2021 and
2020 periods, the Company's operating cash flows increased
primarily due to strong performances at each segment and the
temporary closure of its properties in March 2020.

On a consolidated basis, cash used in investing activities during
the three months ended March 31, 2021 was $3.4 million, which
primarily related to the purchase of Carr Manor and other land
parcels related to its Chamonix project.  Cash used in investing
activities during the prior-year period was $1.0 million, which
primarily related to capital expenditures for Chamonix.

On a consolidated basis, cash provided by financing activities
during the three months ended March 31, 2021 was $235.4 million,
compared to cash used in financing activities of $0.4 million in
the prior-year period.  In February and March 2021, respectively,
the Company received $310.0 million of gross proceeds from the
issuance of its 2028 Notes and gross proceeds of $46.0 million
through its underwritten equity offering.  These cash inflows in
2021 were offset by the payoff of the Prior Notes along with
related prepayment premiums, as well as expenses related to the
issuance of its 2028 Notes, its March 2021 equity offering, and its
new $15.0 million revolving credit facility.

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

https://www.sec.gov/Archives/edgar/data/891482/000089148221000033/fll-20210331x10q.htm

                   About Full House Resorts Inc.

Headquartered in Las Vegas, Nevada, Full House Resorts --
www.fullhouseresorts.com -- owns, leases, develops and operates
gaming facilities throughout the country. The Company's properties
include Silver Slipper Casino and Hotel in Hancock County,
Mississippi; Bronco Billy's Casino and Hotel in Cripple Creek,
Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and
Stockman's Casino in Fallon, Nevada.  The Company also operates the
Grand Lodge Casino at the Hyatt Regency Lake Tahoe Resort, Spa and
Casino in Incline Village, Nevada under a lease agreement with the
Hyatt organization. The Company is currently constructing a new
luxury hotel and casino in Cripple Creek, Colorado, adjacent to its
existing Bronco Billy's property.

Full House reported net income of $147,000 for the year ended Dec.
31, 2020, compared to a net loss of $5.82 million for the year
ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had $212.62
million in total assets, $155.94 million in total liabilities, and
$56.68 million in total stockholders' equity.

                            *    *    *

As reported by the TCR on Feb. 9, 2021, Moody's Investors Service
assigned a Caa1 Corporate Family Rating and Caa1-PD Probability of
Default Rating to Full House Resorts Inc. (FHR).  The Caa1 CFR
reflects the long, approximately 24 months, Bronco Billy's
construction period, uncertainty related to the level of visitation
and earnings at the redesigned property, FHR's modest scale, and
exposure to cyclical discretionary consumer spending.


FUSE MEDICAL: Incurs $453,323 Net Loss in First Quarter
-------------------------------------------------------
Fuse Medical, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $453,323 on $4.44 million of net revenues for the three months
ended March 31, 2021, compared to a net loss of $1.28 million on
$4.64 million of net revenues for the three months ended March 31,
2020.

The drivers for the Company's reduction in net loss for the three
months ended March 31, 2021 were (a)(i) a decrease of $1,045,461 in
SG&A and other expense, (ii) a $129,031 reduction in cost of
revenue, (iii) a $13,189 reduction in depreciation and amortization
(iv) a $12,001 decrease in interest expense (v) a decrease in tax
expense of $374; offset, in part, by (b)(i) a $195,744 reduction in
net revenues, and (ii) a $173,636 increase in commissions.

As of March 31, 2021, the Company had $17.46 million in total
assets, $19.91 million in total liabilities, and a total
stockholders' deficit of $2.45 million.

During the three months ended March 31, 2021, net cash provided by
operating activities was $55,335 compared to net cash used in
operations of $76,104 for the three months ended March 31, 2020,
representing an increase of $131,439.

For the three months ended March 31, 2021, net cash used in
investing activities was zero.  For the three months ended March
31, 2020 net cash used in investing activities was $20,757,
primarily related to the purchase of property and equipment, such
as new and replacement user workstations and equity incentive
tracking and reporting system.

For the three months ended March 31, 2021, net cash provided by
financing activities was $175,000, compared to $249,181 used in
financing activities for the three months ended March 31, 2020.
For both periods, the amount of net cash used in financing
activities was driven by the net activity on our RLOC.  The
increase in net cash provided by financing activities between March
31, 2021 and 2020 was primarily related to increased borrowings and
reduced payments on the Company's Senior Secured Revolving Credit
Facility ("RLOC").

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

https://www.sec.gov/Archives/edgar/data/319016/000156459021026927/fzmd-10q_20210331.htm

                        About Fuse Medical

Headquartered in Richardson, Texas, Fuse Medical, Inc. --
www.fusemedical.com -- is a manufacturer and distributor of
innovative medical devices for the orthopedic and spine
marketplace.  The Company provides a comprehensive portfolio of
products in the orthopedic total joints, sports medicine, trauma,
foot and ankle space, as well as, degenerative and deformity spine,
osteobiologics, wound care, and regenerative medicine products.

Fuse Medical reported a net loss of $1.43 million for the year
ended Dec. 31, 2020, compared to a net loss of $3.32 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$17.42 million in total assets, $19.53 million in total
liabilities, and a total stockholders' deficit of $2.11 million.


GATEWAY REST: Sets Bid Procedures for Substantially All Assets
--------------------------------------------------------------
Gateway Rest Group, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize the bidding procedures in
connection with the auction sale of all or substantially all
assets.

The Debtor owns and operates a restaurant called Santorini Taverna,
which opened in 2018.  The general manager of the Business passed
away in 2019, which disrupted operations and day-to-day management.
When the COVID-19 pandemic struck in 2020, it wrought havoc on the
restaurant industry, decimating sales. The President recently
announced that all Americans should have access to vaccinations by
May, and the Debtor is hopeful the Business' sales will increase to
pre-pandemic levels this year.  Given the Debtor's debt
obligations, including rent owed to its landlord, the Debtor was
forced to file for chapter 11 protection to preserve the going
concern value of the Business.

Since the Petition Date, the Debtor has explored various options to
reorganize its debt, including a sale of substantially of all its
assets.  Upon examining these various options, it concluded that a
sale of substantially all its assets to a buyer is in the best
interests of the estate.  A sale will enable the Business to
continue operations, save jobs, preserve relationships, and offer a
better return for creditors than would result from a shutdown and
liquidation.

Accordingly, the Debtor files the Motion requesting that the Court
approves bid procedures for the sale of its assets.  The Bid
Procedures are designed to generate the greatest level of interest
and the highest or otherwise best offer for the Debtor's assets,
including, without limitation, the Debtor's inventory, fixtures,
furniture and equipment, intellectual property, interests in
unexpired contracts and leases and all other assets owned by the
Debtor and used in connection with the Business.

First, the Debtor seeks entry of the Bid Procedures Order: (i)
approving the Bid Procedures (Exhibit 1) in connection with the
Sale; (ii) approving certain notice procedures with respect to the
Sale; (iii) establishing procedures for the assumption and
assignment of the Executory Contracts; (iv) subject to a further
hearing, authorizing the Debtor to enter into stalking horse
agreement(s) and approving certain customary bid protections for
any stalking horse bidder in connection with a sale transaction;
and (v) scheduling the Sale Hearing.

By the Motion, the Debtor also seeks approval of the successful
bid(s) after completion of the bidding and auction process.  The
Motion seeks the customary relief for sales of the Debtor's assets
free and clear of liens, claims, and encumbrances.

The Debtor seeks to identify the highest and best offer for the
Assets at the Auction.  To ensure that asset values are truly
maximized, the Debtor asks that the Court approves the bid
procedures at the Bid Procedures Hearing, so that competing offers
for the Assets will be accepted only if they meet the
requirements.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: May 24, 2021, at 5:00 p.m. (ET)

     b. Deposit: $25,000

     c. Auction: If more than one Qualified Bid is received with
respect to the Sale, the Debtor will conduct an auction on May 27,
2021, at 10:00 a.m. (ET) at the offices of Rountree Leitman &
Klein, LLC, 2987 Clairmont Road, Suite 350, Atlanta, Georgia
30329.

     d. Sale Hearing: May 31, 2021, or as soon thereafter as the
Court is available

     e. Sale Objection Deadline: May 28, 2021, at 5:00 p.m. (ET)

The Debtor may modify the Bid Deadline, the date of the Auction, or
the date of the Sale Hearing to the extent necessary to obtain the
highest or best offer for the Assets.

The Debtor may enter into a stalking horse purchase agreement with
a Qualified Bidder.  The Stalking Horse Agreement will be subject
to higher or better offers at the Auction and will establish a
minimum bid at the Auction for the Assets included in the Stalking
Horse Agreement.

Within one day after the entry of the Bid Procedures Order, or as
soon thereafter as practicable, the Debtor will serve a notice of
the Auction and the Sale upon the Sale Notice Parties.  As soon as
practicable after the Auction, but no later than one day after
conclusion of the Auction, the Debtor will provide electronic
notice of the results thereof on the case docket.

As part of the Sale, the Debtor seeks authority to potentially
assume and assign certain of the Executory Contracts to the
Successful Bidder.  With respect to the Executory Contracts, no
later than May 10, 2021, the Debtor will file with the Court and
serve on each counterparty to an Executory Contract the Cure
Notice.  The Cure Objection Deadline is May 24, 2021 at 5:00 p.m.
(ET).  The Adequate Assurance Objection Deadline is May 28, 2021 at
5:00 p.m. (ET).

To further facilitate the monetization of the Debtor's Assets, the
Debtor seeks authority to select a stalking horse bidder and to
provide the Stalking Horse Bidder with certain customary bid
protections including a breakup fee and expense reimbursement,
subject to Court approval.  It proposes to file a notice of entry
into any such agreement and to supplement the Motion with the
applicable disclosures required.  The Debtor would then request an
expedited hearing to approve the Debtor’s entry into any such
Stalking Horse Agreement.

A copy of the Bid Procedures is available at
https://tinyurl.com/rt95jc8b from PacerMonitor.com free of charge.

                     About Gateway Rest Group

Gateway Rest Group, LLC is a Gainesville, Ga.-based company that
operates in the restaurant industry.

Gateway Rest Group sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20317) on March 24,
2021.  In the petition signed by Chittranjan Thakkar, manager, the
Debtor disclosed up to $50,000 in assets and $1 million to $10
million in liabilities.

William A. Rountree, Esq., at Rountree Leitman & Klein, LLC, is
the
Debtor's counsel.



GATEWAY VENTURES: Sun Capital Buying Lot 9 of Gateway Development
-----------------------------------------------------------------
The Gateway Ventures, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of the real
property and all improvements thereon known as "Lot 09 of The
Gateway Development Approximately 2.3 Acre parcel for Hotel Use,
together with all and singular the rights and appurtenances
pertaining to the property, and all right, title and interest of
Seller in and to parking, adjacent streets, easements, and rights
of way" to Sun Capital, LLC.

Objections, if any, must be filed within 21 days from the service
of notice.

TGV owns and is the developer of a tract of real property of
approximately 19 acres in El Paso, El Paso County, Texas.

On April 9, 2021, TGV entered into a Real Estate Purchase and Sale
Agreement with Sun Capital for the sale of Lot 9 out of the
Development to Sun Capital or its assignee.  TGV has redacted the
purchase price of the PSA from the motion and has separately filed
a motion to permit an un-redacted version of the PSA to be filed
under seal.

TGV has submitted the PSA to the first lienholder, HD Lending LLC,
under the provisions of a confidentiality agreement.  As further
explained in the Motion to Seal, it is important for TGV, the
estate, and creditors for the purchase price of the Lot 9
transaction under the PSA to remain confidential in order to not
reduce or influence unnecessarily the sale price of other lots
within and/or portions of the Development.

TGV has entered into the PSA for Lot 9 without the assistance of or
listing by a broker.  The principal of TGV is an experienced real
estate developer.  Lot 9 and the rest of the Development were
marketed by TGV for many months prior to the 363 Motion in a manner
consistent with local and/or industry standards.

Consequently, it is the opinion of TGV that the use of a broker
over the past several months would not have resulted in a price
higher than the price set forth in the PSA with Sun Capital.

The liens that exist with respect to Lot 9 and the Development
consist of (1) a first lien deed of trust lien asserted by HD
Lending and (2) a judgment lien filed of record by Rahim Noorani,
Ashish Nayyar, Deepesh Shrestha, and Umesh Shrestha.

Tax liens for 2020 and/or 2021 exist against the Development.

One or more mechanic's liens appear of record against Lot 9 and/or
the Development which TGV believes will be resolved and released
prior to the closing of the sale with Sun Capital.

TGV believes that a sale of Lot 9 is in the best interest of the
estate and all creditors.  It requests entry of an order:

      a. authorizing and approving the Sale of Lot 9 as set forth
in the PSA free and clear of liens, claims, encumbrances, and other
interests except the Permitted Encumbrances;  

      b. waiving the 14-day stay Bankruptcy Rules 6004(h) and
6006(d) with respect to the implementation of the Sale Order and
Closing; and

      c. granting any related relief contained in the Sale Order or
granted at any hearing including potentially the resolution of
potential objections and the potential partial or complete
settlement of claims in connection therewith.

A copy of the PSA is available at https://tinyurl.com/2dsrm6mm from
PacerMonitor.com free of charge.
  
                    About The Gateway Ventures

The Gateway Ventures, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case
No.
21-30071) on Feb. 2, 2021, listing under $1 million in both assets
and liabilities.  Judge H. Christopher Mott oversees the case.
Weycer, Kaplan, Pulaski & Zuber, PC serves as the Debtor's
counsel.



GENESIS HEALTHCARE: Seeks Cash Collateral Access Thru Jul 21
------------------------------------------------------------
Genesis Healthcare Institute, LLC asks the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, for an
order extend through July 21, 2021, the Debtor's authority to use
cash collateral.

The Debtor requires the use of cash collateral to pay its ongoing
operating expenses.

The U.S. Internal Revenue Service holds a perfected lien and
security interest in the Debtor's bank accounts. On January 26,
2021, the Court entered an order authorizing the use of Cash
Collateral through March 10. On March 9, the Court entered a second
order authorizing the use of Cash Collateral through May 19.

The Debtor says it currently has no source of funding to pay its
ongoing operating expenses, other than cash on hand in its bank
accounts generated by its continued operations and requires its
continued use for a successful reorganization.

The Debtor says the IRS's interests in the cash collateral is
adequately protected by the value of the Debtor's assets, the
ongoing operation of its business, the Debtor's maintenance of
hazard and liability insurance and payments of premiums thereon,
the Debtor's performance of its duties to keep records and make
reports pursuant to Bankruptcy Rule 2015, the Debtor's satisfaction
of the U.S. Trustee's filing and reporting requirements, and the
Debtor's compliance with all provisions of the Code.

Since the Petition Date, the Debtor's Cash Collateral has been
utilized in operating the business in its ordinary course. The
Debtor's cash balances in the bank accounts on the Petition Date
were approximately $26,000 and based on the March 31, 2021
Operating Report increased to $37,000. Further, the cash on hand
continues to increase and has grown higher from the March reporting
period.

The Debtor has made adequate protection payments to the IRS for
February and March.

A copy of the Motion is available for free at
https://bit.ly/3tQ1tea from PacerMonitor.com.

                    About Genesis Healthcare

Genesis Healthcare Inc. is a provider of short-term post-acute,
rehabilitation, skilled nursing and long-term care services.  As of
January 2017, Genesis operates approximately 500 skilled nursing
centers and assisted/senior living residences in 34 states across
the United States.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No.  21-00245) on January 9,
2021. In the petition signed by Corazon Cordero, member-manager,
the Debtor disclosed up to $500,000 in both assets and
liabilities.

The Law Office of Konstatine Sparagis serves as the Debtor's
counsel.



GHX ULTIMATE: Moody's Affirms B3 CFR Following Term Loan Upsize
---------------------------------------------------------------
Moody's Investors Service affirmed GHX Ultimate Parent
Corporation's B3 corporate family rating, B3-PD probability of
default rating and B2 senior secured rating following the proposed
transaction to raise an incremental $100 million first lien term
loan and a new $240 million second lien term loan (unrated). GHX
intends to use the net proceeds of this transaction to refinance
the existing second lien term loan (unrated) and partially
refinance preferred equity at the holdco. The outlook remains
stable.

"The ratings affirmation reflects our expectation for debt to
EBITDA to decline to around 8x by year end 2022, supported by
steady top line growth and cost reductions," said Whitney Leavens,
Analyst at Moody's. "Although the proposed transaction slows the
deleveraging process, GHX will continue to benefit from recurring
revenue streams and positive free cash flow supporting good
liquidity," she added.

Affirmations:

Issuer: GHX Ultimate Parent Corporation

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

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

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

Outlook Actions:

Issuer: GHX Ultimate Parent Corporation

Outlook, Remains Stable

RATINGS RATIONALE

GHX's CFR is constrained by: (1) high adjusted leverage of 10x
(estimated LTM March 2021 pro forma for the transaction) reducing
to around 8x until year end 2022; (2) aggressive financial policy
and acquisition strategy under private equity ownership, including
the potential for additional debt-funded transactions (including
the refinancing of the remaining preferred equity); and (3) the
company's small scale (revenue of about $280 million in 2020) and
niche focus on software-based supply chain solutions primarily to
US-based hospitals and their suppliers. The company benefits from:
(1) a highly visible subscription-based revenue stream (about 90%
of revenues) with the majority tied to multiyear contracts with
embedded annual price increases and sustained renewal rates in
excess of 95%; (2) its entrenched competitive position as a leading
US healthcare exchange connecting about two-thirds of hospitals in
the US to suppliers; and (3) the critical nature of its healthcare
exchange and supply chain solutions.

The stable outlook reflects Moody's expectation for the maintenance
of good liquidity supported by positive free cash flow averaging
around $40 million annually through 2022, with leverage trending
towards 8.0x.

GHX has good liquidity. Sources total close to $100 million,
consisting of $65 million in cash on hand pro-forma for the
transaction as of March 2021, and around $40 million in positive
free cash flow expected through March 2022. Uses are limited to $7
million for scheduled debt amortizations. Although the company's
$30 million revolver due June 2022 is fully available, Moody's are
not including capacity under the facility as a source of liquidity
because it will soon be current. However, Moody's do not expect the
company to utilize the revolver. The revolver has a springing net
first lien leverage ratio of 7.75x when drawings exceed 35% of
total borrowing capacity, with which GHX would remain comfortably
in compliance if drawn. The company has limited ability to generate
liquidity from asset sales.

The first lien credit facilities ($30 million first lien revolver
due June 2022 and $713 million first lien term loan due June 2024,
pro forma for the upsize) are rated B2, one notch above the B3 CFR,
reflecting their senior position in the capital structure and loss
absorption provided by the proposed $240 million second lien term
loan due 2028 (unrated).

Governance considerations include risks associated with private
equity ownership and financial policies that favor shareholders.
The company's high leverage and debt funded M&A strategy increase
financial risk. Moody's expect the company to continue to allocate
excess cash flow toward acquisitions or shareholder distributions
in lieu of debt repayment.

Social considerations include ongoing issues surrounding the
affordability and accessibility of healthcare in the US. The
ongoing trend of patients migrating towards more affordable urgent
care centers/walk-in clinics and potential legislation impacting
reimbursement rates could pressure healthcare providers, while cost
savings programs or pruning of unprofitable service lines at
hospitals could in turn hurt suppliers. Sustained pressure on GHX's
customer base could limit pricing power over time. Until
eradicated, a resurgence of COVID-19 remains a risk to public
health and safety which could result in the further loss of
business at hospitals related to non-urgent care and elective
procedures, leading to the postponement of new business.

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

The ratings could be downgraded if leverage remains above 9x (10x
pro forma LTM Mar-21), organic revenue declines, liquidity weakens
(including if the company generates negative free cash flow on a
sustained basis) or if financial policies become more aggressive.

The ratings could be upgraded if GHX demonstrates a material growth
in revenues and profitability, with free cash flow to debt
sustained above 5% (4.1% LTM Dec-20) and debt to EBITDA maintained
below 6.5x (pro forma 10x estimated LTM Mar-21).

GHX, headquartered in Louisville, CO, is a leading North American
provider of software-as-a-service (SaaS) based supply chain
automation solutions to the healthcare industry, facilitating B2B
transactions between suppliers, providers and distributors.
Temasek, Thoma Bravo and Ares own the majority of the equity
interest in GHX. Revenues for the last twelve months ended March
2020 were about $285 million.

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


GHX ULTIMATE: S&P Affirms 'B' ICR Following Add-Ons
---------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating and
issue-level ratings on GHX Ultimate Parent Corp. S&P also affirmed
its 'B' issue-level rating on GHX's first-lien debt; the recovery
rating on this debt remains '3'.

S&P said, "The stable outlook reflects our expectation of revenue
and EBITDA growth in 2021 and for the company to generate about $30
million free cash flow (excluding transaction fees), but with
leverage remaining very high at about 10x.

"The ratings on GHX reflects our expectation that leverage will
remain very high and cash flow generation will be positive, but
low. The company is owned by financial sponsors and its leverage is
very high. We expect leverage will be around 10x in 2021, including
the preferred stock which we view as debt-like. The high rate of
accretion on the preferred stock may incentivize the company to
redeem it with debt as the company plans to do in the proposed
transaction. We expect the company will remain acquisitive, given
financial sponsor ownership and a history of tuck-in acquisitions.
The preferred stock does not require dividends to be paid in cash;
however, the company elected to pay a portion of the dividends in
cash last year, affecting cash flow generation.

"Given high recurring revenue and bookings growth, we expect the
company will grow in 2021, which should improve cash flow
generation. The company has managed through the pandemic with 7%
revenue growth in 2020 and continued to grow bookings. In 2021, we
expect free cash flow generation of about $30 million before fees
related to this transaction and more than 2.5% of debt, but about
$20 million after transaction fees.

"The rating also reflects the company entrenched position, but in a
specialized niche and its relatively small scale. GHX generates the
majority of its revenue from the cloud-based exchange where health
care providers, manufacturers, and distributors can transact and
collaborate. GHX is currently the largest player in this space used
by hospitals covering 85% of total hospital beds in the U.S.
However, it is a niche market, leaving it vulnerable to market
changes. Currently, because of the low standardization of product
identification and prices, exchange providers would have to have
access to a large set of proprietary data to have a competitive
offering. However, that could change with a standardization of
product information, more transparency on pricing, and
consolidation among group purchasing organizations (GPOs), or other
shifts in the supply chain or technology.

"We see GHX as providing a service rather than a proprietary
information technology platform. The company has a diverse set of
customers (top 10 providers represented only about 13% of total
revenue and top 10 suppliers represented about 37%). The core
exchange service contracts are multiyear and provide high
visibility to revenue."

The stable outlook reflects S&P Global Ratings' expectation that
the company's revenue will grow at a high-single-digit to
low-double-digit rate for 2021 and that its EBITDA margin will stay
in the 30%-35% range, enabling it to generate free cash flow
despite very high leverage.

S&P said, "We could lower the rating if competitive threats
increase, a weak economic environment persists, or an unexpected
shortfall in contract renewals and contract price pressures leads
to margin contraction. Such an occurrence could result in revenue
declines, EBITDA margin contraction, and marginal free cash flow
generation and adjusted free operating cash flow to adjusted debt
coverage to drop below 2.5%.

"While unlikely, we could raise the rating if adjusted leverage
declined to less than 5x and we believed the company were committed
to maintaining adjusted leverage at that level."



GIRARDI & KEESE: Erika Jayne to Fight in Court Over Thomas' Assets
------------------------------------------------------------------
Ryan Naumann of Radar Online reports that Real Housewives of
Beverly Hills star Erika Jayne is gearing up for a court battle
over expensive gifts she received from her estranged husband Thomas
Girardi.

According to court documents obtained by Radar, the reality star
rushed to court to file an objection in Thomas' bankruptcy.

Earlier this 2021, Thomas was forced into Chapter 7 bankruptcy by
his many creditors. They told the court the once-respected lawyer
was refusing to pay his bills despite demands for payment.

Last April 2021, the trustee presiding over the bankruptcy asked
the court for permission to hire a lawyer named Ronald Richards to
investigate the situation with Erika.

The trustee wanted to find out if Thomas had wired Erika's
entertainment company money in an attempt to hide money from
creditors. In one legal action, Thomas was accused of transferring
over $20 million to his wife.

In court documents, the trustee said the, "Continuing investigation
may reveal that assets of the Debtor were transferred to Erika
Girardi (aka Erika Jayne), Thomas Girardi's Spouse, either directly
or to one or more people or entities on her behalf, or to other
transferees of assets from Erika Girardi or her related entities
(the "Erika Transfers")."

Richards would be handling "all matters relating to the Erika
Transfers" including investigation, "written discovery,
depositions, court appearances" and other issues. The judge has yet
to sign off on the request.   

The trustee believes Erika has assets that should be turned over.
However, the reality star informed the trustee she “does not have
any community property in possession (except for certain household
items) and that what she does have were alleged gifts from” her
ex-husband.

In her motion, Erika says she is the "current but estranged, spouse
of Thomas Vincent Girardi." She says the trustee wants to hire
Richards and launch an investigation without being able to name one
specific asset she received from Thomas.

Further, she says Richards is a lawyer representing plaintiffs in
another case against Thomas. Erika believes this is a conflict of
interest since he may have obtained confidential information in
that matter.

Erika proceeded to tear into Ronald. She says "aside from his
actual conflicts of interest, it is clear that Mr. Richards’
motivations including promoting himself with tabloid-style publicly
on social media, rather than maintaining the decorum appropriate to
litigants before a bankruptcy court."

The motion reads, "Since December 4, 2020, Mr. Richards has made at
least 290 social media posts about this case and/or Erika." She is
asking the court to not allow the trustee to hire Ronald. The judge
has yet to rule.

Prior to the bankruptcy, Thomas, who is reportedly suffering from
Alzheimer's, was placed under a conservatorship by his family. A
trustee was appointed to take control of his finances and sell off
his assets. In docs, it was revealed Thomas has $74 million in
assets with $56 million in liabilities.

Recently, the $13 million mansion Erika shared with Thomas was put
on the market. The proceeds will go to pay off a small portion of
his debts.

Erika has been out of the home for months. She moved into her own
$1.5 million rental home in Hollywood after filing for divorce from
Thomas after 21 years of marriage.

                      About Girardi & Keese

Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.

An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.

The petitioners' attorneys:

         Andrew Goodman
         Goodman Law Offices, Apc
         Tel: 818-802-5044
         E-mail: agoodman@andyglaw.com

Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee.

The Chapter 7 trustee can be reached at:

         Elissa D. Miller
         333 South Grand Ave., Suite 3400
         Los Angeles, California 90071-1406
         Telephone: (213) 626-2311
         Facsimile: (213) 629-4520
         E-mail: emiller@sulmeyerlaw.com


GLOBAL DISCOVERY: Seeks to Tap Weiland Golden Goodrich as Counsel
-----------------------------------------------------------------
Global Discovery Biosciences Corporation seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
employ Weiland Golden Goodrich, LLP as its legal counsel.

The firm will render these legal services:

     (a) advise the Debtor regarding bankruptcy requirements and
provisions;

     (b) assist the Debtor in preparing and filing schedules and
statement of financial affairs, and in complying with the Chapter
11 requirements;

     (c) assist the Debtor in negotiations with creditors and other
parties-in-interest;

     (d) assist the Debtor in the preparation of a disclosure
statement and formulation of a Chapter 11 plan;

     (e) advise the Debtor concerning the rights and remedies of
the estate and adversary proceedings;

     (f) prepare legal papers;

     (g) represent the Debtor in any bankruptcy proceeding or
hearing; and

     (g) perform all other necessary legal services.

The hourly rates of the firm's attorneys who will work in this
representation are as follows:

     Jeffrey I. Golden  $750
     Beth E. Gaschen    $580
     Sonja M. Hourany   $450
     Claudia Yoshonis   $250

In addition, the firm will seek reimbursement for expenses
incurred.

The firm received a retainer of $30,000 from the Debtor prior to
the bankruptcy filing.

Jeffrey Golden, Esq., a partner at Weiland Golden Goodrich,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Jeffrey I. Golden, Esq.
     Beth E. Gaschen, Esq.
     Weiland Golden Goodrich LLP
     650 Town Center Drive, Suite 600
     Costa Mesa, CA 92626
     Telephone: (714) 966-1000
     Facsimile: (714) 966-1002
     Email: jgolden@wgllp.com
            bgaschen@wgllp.com

          About Global Discovery Biosciences Corporation

Global Discovery Biosciences Corporation --
https://www.gdbiosciences.com -- is a fully licensed diagnostic
laboratory running specialized, highly specific and accurate
testing for its clients, domestic and global.

Global Discovery Biosciences filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
21-10619) on March 11, 2021. Dan Angress, chief executive officer
and secretary, signed the petition. At the time of the filing, the
Debtor had between $1 million and $10 million in both assets and
liabilities. Judge Mark S. Wallace oversees the case. Weiland
Golden Goodrich LLP serves as the Debtor's legal counsel.


GOODYEAR TIRE: S&P Upgrades ICR to 'BB-' on Cooper Acquisition
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Akron,
Ohio-based The Goodyear Tire & Rubber Co. to 'BB-' from 'B+' and
removed all ratings from CreditWatch with positive implications,
where S&P placed them on Feb 23, 2021.

S&P said, "We also assigned a 'BB-' issue-level rating and '4'
recovery rating to Goodyear's proposed $1.45 billion senior
unsecured notes due 2029 and 2031. We raised our issue-level rating
on its second-lien secured debt to 'BB+' from 'BB' and the rating
on its senior unsecured notes to 'BB-' from 'B+'

"Our stable outlook reflects our view that Goodyear will continue
to recover market share in replacement tires during 2021, maintain
margins by increasing prices to offset rising raw material costs,
and integrate Cooper Tire without significant operational issues.

"We believe the acquisition of Cooper Tire will allow Goodyear to
accelerate its path to sustainably increasing its margins and free
cash flow which will improve its credit metrics, particularly in
2022 and beyond when the company will start to benefit from
realized synergies. Pro forma for the transaction, we estimate that
Goodyear's debt to EBITDA will initially be just below 5x before
incorporating the benefits from its expected acquisition synergies,
but leverage will likely fall below 4x during 2022. In 2021 we
forecast the company will have negative free cash flow because of
working capital outflows as the company rebuilds inventories.
However, we expect free cash flow to debt to sustainably increase
above 5% in 2022. The company expects to realize about $165 million
of run-rate cost synergies in the two years after the transaction
is completed. Most of these cost synergies will come from reducing
its corporate headcount and eliminating duplicative costs.
Moreover, the acquisition will allow Goodyear to reduce its cash
tax payments, which will boost its cash flow and enable it to
reduce debt.

"We expect Goodyear's acquisition of Cooper Tire to bolster its
long-term competitive position in the replacement tire industry.
The acquisition will strengthen Goodyear's position in North
America, expand its presence in China, enhance its mid-tier product
offerings, effectively reconfigure its now-larger manufacturing and
distribution footprint, and support greater investments in new tire
technology as well as e-commerce and fleet solutions.

"Rising raw material prices and lower auto OEM production in the
second quarter will be headwinds over the next few months but we
think Goodyear is relatively well positioned to address these
issues. Raw material prices like natural rubber, carbon black, and
butadiene have increased significantly in the last several months.
Goodyear has already increased prices and we expect further
increases going forward. While there have been times that certain
natural disasters or chemical industry operating issues have led to
raw material price increases that were difficult to pass on, we
think that the low tire inventories and strong consumer demand
(which are partly the reason for the increased raw material prices)
will make it easier for Goodyear to increase prices over the next
few months.

"We expect auto OEM production issues stemming from semiconductor
shortage to peak in the second quarter and be transitory.
Ultimately, demand for cars is still strong and dealership
inventories are low, so these volumes will recovery over time. We
also expect the aviation and off-highway market recovery will
benefit Goodyear over the next couple years.

"Our stable outlook reflects our view that Goodyear will continue
to recover market share in replacement tires during 2021, maintain
margins by increasing prices to offset rising raw material costs,
and integrate Cooper Tire without significant operational issues.
Though the company's cash flows will be weaker in 2021 as it
rebuilds inventories and volumes recover from the pandemic, we
expect Goodyear will be able to generate a FOCF-to-debt ratio of at
least 5% longer term.

"We could upgrade Goodyear if it can generate FOCF to debt of at
least 10% and maintain a debt to EBITDA of well below 4x on a
sustained basis. This could occur if the company recovers raw
material costs by increasing prices and can materially reduce
operating expenses and expand margins, as well as use cashflow to
pay down debt.

"We could lower our rating if Goodyear's debt-to-EBITDA ratio
sustainably increases above 5x or if its FOCF-to-debt ratio falls
and remains below 5%. This could occur if margins contract
significantly, which could be the result of an inability to recover
increases in raw material costs, or if global demand for tires
falls significantly. It could also be due to operating missteps,
including issues that emerge from the integration of Cooper Tire."



GREAT LAKES: Moody's Hikes CFR to B1 & Rates New $325MM Notes B2
----------------------------------------------------------------
Moody's Investors Service upgraded Great Lakes Dredge & Dock
Corporation's Corporate Family Rating to B1 from B2 and its
Probability of Default Rating to B1-PD from B2-PD. At the same
time, Moody's assigned a B2 rating to Great Lakes proposed $325
million senior unsecured notes. The company plans to use the
proceeds from the note offering to retire its existing $325 million
senior unsecured notes due 2022. The rating on the existing notes
will be withdrawn when they are redeemed. Great Lakes Speculative
Grade Liquidity (SGL) remains unchanged at SGL-2. The outlook is
stable.

"The upgrade of Great Lakes reflects our expectation its credit
metrics will remain strong for its rating due to the positive
near-term dredging sector funding dynamics and its relatively
conservative financial policies. The upgrade incorporates the
likelihood that Great Lakes' earnings will vary based on
cyclicality, government funding priorities, and periodic
operational issues and it will still require sizable investments in
equipment and vessels, but its $178 million cash balance and ABL
revolver availability provide ample credit support through the
business cycle," said Michael Corelli, Moody's Senior Vice
President and lead analyst for Great Lakes Dredge & Dock
Corporation.

Upgrades:

Issuer: Great Lakes Dredge & Dock Corporation

Corporate Family Rating, Upgraded to B1 from B2

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

Assignments:

Issuer: Great Lakes Dredge & Dock Corporation

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

Outlook Actions:

Issuer: Great Lakes Dredge & Dock Corporation

Outlook, Remains Stable

RATINGS RATIONALE

Great Lakes Dredge & Dock Corporation's B1 corporate family rating
is supported by its relatively low financial leverage and strong
market position as the largest dredging provider in the US and
Moody's expectation that its operating performance and margins will
remain above historical levels following restructuring efforts and
continued investments in new and existing vessels. Its credit
profile also incorporates the high barriers to entry created by the
Jones Act and the sizeable amount of capital required to enter the
dredging business, good visibility into future revenues via its
backlog and funding from Federal government agencies and the Harbor
Maintenance Trust Fund as well as its good liquidity.

Its credit profile is constrained by its participation in a highly
cyclical industry that can lead to volatile earnings and muted cash
flows when the bid market or project win rates decline, as well as
its high fixed-costs and long term capital investment requirements
to maintain its existing fleet of vessels and to invest in new
vessels to replace aging vessels or to support growth. It also
reflects its significant customer concentration and the
susceptibility to external factors beyond management control
including weather conditions, project delays, COVID-19 outbreaks,
changes in the shipping industry and government funding
priorities.

Great Lakes' operating performance has steadily improved since 2017
when it embarked on a restructuring plan that focused on phasing
out underperforming fleet assets, reducing overhead and SG&A
expenses, exiting its operations in Brazil and the sale of its low
margin environmental & infrastructure business in 2019.

The company's restructuring actions combined with a strong bid
market and the benefit of dredging being deemed an essential
service during the COVID-19 pandemic resulted in its operating
performance steadily improving over the past three years and it
achieving record high revenues of $734 million and adjusted EBITDA
of $176 million in 2020. This led to a continued strengthening of
its credit metrics with its adjusted leverage ratio (debt/EBITDA)
declining to 2.2x and its interest coverage (EBITA/Interest)
strengthening to 3.8x as of December 2020.

Moody's expects Great Lakes operating performance to remain above
historical levels in the near term supported by the focus on
maintaining and deepening port infrastructure and the increased
need for coastal protection prior to extreme weather events and
beach replenishment after they occur since they are becoming more
prevalent due to climate change. Its healthy backlog, a good bid
market and a positive funding environment will also support its
operating performance. However, Great Lakes operating results are
likely to moderately weaken in 2021 due to a poor start to the year
related to extended drydocks, equipment failure and COVID-19
outbreaks on some of its vessels which impacted productivity and
necessitated projects delays and required vessel cleaning and crew
changeovers in the first quarter. Nevertheless, its credit metrics
are likely to remain strong for its B1 corporate family rating, but
additional upside ratings potential is constrained by its
relatively low revenue base and lack of end market and customer
diversity versus higher rated companies. Great Lakes is reliant on
the domestic dredging sector and US Federal government agencies
which account for about 95% and 80%, respectively of its annual
revenues.

The environmental risks are somewhat high for the dredging industry
since it is a heavy user of diesel fuel and is subject to certain
environmental laws and regulations related to, among other things:
dredging operations; the disposal of dredged material; protection
of wetlands; storm water and waste water discharges; demolition
activities; asbestos removal; transportation and disposal of wastes
and materials; air emissions; and remediation of contaminated soil,
sediments, surface water and groundwater. The company is also
subject to laws designed to protect certain marine species and
habitats. However, Great Lakes does benefit from some environmental
risks including natural disasters which require enhanced coastal
and beachfront protection prior to potential events and restoration
thereafter and seem to be occurring more often due to climate
change.

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 company is exposed to the risk of
COVID-19 outbreaks which occurred with its vessel crews in Q1 2021
and led to increased costs and reduced productivity. Further
outbreaks remain a risk.

Great Lakes' speculative grade liquidity rating of SGL-2 reflects
its strong liquidity profile supported by $178 million of cash and
$163.7 million of availability on its ABL revolver as of March 31,
2021. The company had no borrowings outstanding and $35.9 million
of letters of credit issued on the ABL facility which matures in
May 2024. The company is expected to generate positive free cash
flow in 2021. It may use a portion of its cash flow to fund share
repurchases since the company initiated a $75 million repurchase
program with a pre-determined price ceiling in August 2020.
However, it only repurchased $3.8 million of shares and the program
expired on May 1, 2021 and has not been renewed so sizeable
repurchases are unlikely. It could experience a sizeable cash
outflow in 2022 based on potential vessel investments, but it is
expected to maintain relatively conservative financial policies and
good liquidity.

The stable ratings outlook is supported by the steady demand in the
dredging market and Great Lakes' strong market position and Moody's
expectation that operating results will remain above historical
levels over the next 12-18 months. The outlook presumes the company
will continue to successfully execute the projects in its dredging
backlog, generate new business from current bidding activity and
maintain relatively conservative financial policies.

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

Upside ratings movement will be limited due to the company's
relatively low revenue base and lack of end market and customer
diversity. Nonetheless, an upgrade could be considered if its
adjusted leverage ratio (Debt/EBITDA) is sustained below 2.75x,
interest coverage (EBITA/Interest) above 5.0x, it consistently
generates free cash flow and maintains a good liquidity profile.

Great Lakes' ratings could be downgraded should the company
experience a meaningful deterioration in earnings or financial
metrics, such as its adjusted leverage ratio is sustained above
4.0x and interest coverage below 2.75x. A deterioration in the
company's liquidity profile, including persistent negative free
cash flow or increased reliance on its ABL in the absence of
meaningful cash reserves could also result in negative ratings
action.

Great Lakes Dredge & Dock Corporation, headquartered in Houston,
TX, is the largest provider of dredging services in the United
States, with a small portion of its revenues generated overseas. US
Federal government agencies are its main customer and account for
about 80% of its annual revenues. The company's revenue for the
twelve-month period ended March 31, 2021 was approximately $694
million.

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


GREAT LAKES: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Great
Lakes Dredge & Dock Corp. At the same time, S&P assigned its 'B'
issue-level and '4' recovery rating to the proposed $325 million
senior unsecured notes, indicating its expectation of average
(30%-50%; rounded estimate: 40%) recovery in the event of a payment
default.

The stable outlook reflects the company's solid operating
performance in 2020 and S&P's expectation for consistent results
for the full year 2021. Pro forma for the refinancing, it expects
adjusted debt leverage to remain below 3x.

S&P said, "We assume the strong domestic dredging market and good
backlog will benefit Great Lakes' operating performance in 2021. As
the largest provider of dredging services in the U.S., providing
port, harbor, and waterway maintenance, deepening and expansion,
and coastal restoration and protection, we expect Great Lakes will
continue to benefit from growing demand in the domestic dredging
industry. The company's market position benefits from its fleet
capacity relative to competitors, as well as the Dredge Act and
Jones Act, which provides barriers to entry in the domestic market.
The company's backlog remained strong, with a reported $486 million
contracted dredging backlog at March 31, 2021. We expect Great
Lakes' adjusted EBITDA margins will remain steady at 18%-20% in our
forecast period and generate good operating cash flow. As such, pro
forma for the transaction, we expect the company's adjusted debt to
EBITDA will remain below 3x and funds from operations (FFO) to debt
more than 30%.

"We believe Great Lakes' lower leverage is somewhat offset by the
inherent volatility in its dredging segment. The cyclical nature of
the dredging sector has resulted in significant EBITDA swings in
prior years, although we assume stable revenues over the next few
years. Profitability can fluctuate due to unanticipated project
losses, project delays, or adverse weather. In addition, we
anticipate Great Lakes' free cash flow and free operating cash flow
(FOCF) to debt metrics will be pressured over the next 12-24
months, primarily due to the company's commitments to new vessel
and dredge builds, which will significantly increase near-term
capital expenditures (capex)."

Despite a difficult environment, Great Lakes has delivered solid
operating performance in 2020. The company's project work was
largely uninterrupted during the COVID pandemic last year as the
dredging industry was deemed an essential critical infrastructure
service. The company's major customers, such as the U.S. Army Corps
of Engineers, continued their plans on new essential critical
infrastructure projects. The company's adjusted EBITDA margins
increased 100 basis points in 2020, partly because of good project
execution and the continuous employment of the company's vessels on
ongoing projects.

The stable outlook on Great Lakes reflects its solid operating
performance in 2020 and S&P's expectation for consistent results in
2021. Pro forma for the $325 million senior unsecured notes
refinancing, it expects its adjusted debt leverage to remain below
3x.

S&P could raise its rating over the next 12 months if:

-- The company delivers solid operating performance due to a
stronger dredging market or improved operating efficiency, which
allows it to maintain leverage comfortably below 3x and FFO to debt
above 30%.
-- The company maintains FOCF to debt in the high-teens percent
area on an average basis, and high capex does not hamper credit
metrics.

Although unlikely, S&P could lower our rating on Great Lakes over
the next 12 months if:

-- Operating performance unexpectedly weakens, such that adjusted
debt leverage exceeds 4x or FFO to debt falls below 20% on a
sustained basis.

-- S&P believes the company's liquidity becomes constrained.



HALLIBURTON COMPANY: Egan-Jones Keeps B Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on April 26, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Halliburton Company.

Headquartered in Houston, Texas, Halliburton Company is an American
multinational corporation.



HARROGATE INC: Fitch Lowers $6MM Revenue Bonds to 'B'
-----------------------------------------------------
Fitch Ratings has downgraded the rating on the following bonds
issued on behalf of Harrogate, Inc. (NJ) to 'B' from 'BB-':

-- $6 million New Jersey Economic Development Authority revenue
    refunding bonds, series 1997.

Fitch has also assigned Harrogate an Issuer Default Rating (IDR) of
'B'.

The Rating Outlook remains Negative.

SECURITY

The bonds are secured by a gross revenue pledge, a mortgage on
certain property and equipment, and a debt service reserve fund.

ANALYTICAL CONCLUSION

The downgrade is driven by Harrogate's weak core operations, low
liquidity, and weak independent living (IL) occupancy. The Negative
Outlook is also driven by the community's relatively competitive
primary market area (PMA), inability to sell aging units, and
pandemic-related marketing pressures, resulting in very low net
entrance fee cash flows in 2020. Harrogate's future (but very
preliminary) capital plans will focus on addressing these demand
issues, but balance sheet metrics constrain spending and borrowing
capacity, thus delaying project implementation.

The downgrade is also driven by notable pandemic-related operating
disruptions. Like many other life plan communities (LPCs) in the
sector, Harrogate experienced increased expenses due to coronavirus
testing and necessary supplies, as well as softer census levels for
its skilled nursing facility (SNF) beds and difficulties marketing
independent living units (ILUs) virtually. Federal stimulus helped
offset profit losses, but the boost from government assistance is
temporary and not sustainable.

KEY RATING DRIVERS

Revenue Defensibility: 'bb'

Weak IL Occupancy and Elevated Competition

Harrogate has somewhat improved its IL occupancy since 2017 due to
recent marketing efforts and new leadership, but current occupancy
levels are still weak in the low 80% range. Fitch attributes this
to aging units that are difficult to sell and competitive pressures
from nearby communities.

Operating Risk: 'bb'

Weak Core Operations and Cash Flow

During the pandemic, Harrogate's core operating metrics remained
weak and only stabilized because of stimulus funding. Net entrance
fee cash flows also sharply declined in 2020 due to marketing and
sales disruptions from the pandemic, the inability to fill older
units and the onset of entrance fee refunds.

Financial Profile: 'b'

Long-Term Liabilities Modest, but Liquidity Constrained

Harrogate has very low leverage, but unrestricted cash and
investments (including a $1.4 million PPP loan) have remained weak
over the last year. Fitch expects core operations to be relatively
in line with recent performance and entrance fee cash flows to
modestly recover as the pandemic subsides, but even with some
operating improvements and stable profits in the near-term, days
cash on hand (DCOH) will remain well below 200 days for a prolonged
period of time.

Harrogate has an ESG Relevance Score of '4' for Management Strategy
due to ineffective strategic planning and execution by management,
which has a negative impact on the rating in combination with other
factors.

ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS

There are no asymmetric risk factors affecting this rating
determination.

RATING SENSITIVITIES

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

-- IL occupancy reaches and stabilizes at around the mid-to-high
    80% range;

-- While Fitch does not think this is likely in the near-term,
    cash-to-adjusted debt of about 100% and DCOH of around 100
    days could create upward rating pressure.

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

-- Deterioration in unrestricted cash and investments as a result
    of a significant downturn in gross entrance fee receipts,
    above average entrance fee refunds, substantial capex and/or
    portfolio investment losses;

-- Decline in operating metrics, where net operating margin (NOM)
    is less than 0%, operating ratio climbs to about 105% and net
    perating margin adjusted (NOMA) declines to roughly 10%;

-- Any new debt issuance without an offsetting increase in the
    community's liquidity position could result in a multi-notch
    downgrade;

-- Weakening ILU occupancy that falls below roughly 80%.

BEST/WORST CASE RATING SCENARIO

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

Harrogate is a life plan community (LPC) located in Lakewood, NJ.
The campus has 253 ILUs and 68 SNF beds. Harrogate has a client
services agreement with Life Care Services (LCS), which has been in
effect for over 20 years and runs through Dec. 31, 2021. Harrogate
also offers three types of contracts: traditional, return of
capital (50%, 75% and 90%) and fee for service. In fiscal 2020,
Harrogate had total operating revenues of $16.4 million.

REVENUE DEFENSIBILITY

Harrogate is a single-site provider in Lakewood, NJ, and is
situated in a competitive service area. Within just a 10-mile
radius of the campus are four other LPCs, some of which are newer,
offer larger ILUs and are investing in their assisted living
service line to meet market demand. Given the competitive landscape
and that most of Harrogate's unsold units are older and less
desirable, Fitch expects that it will be difficult for Harrogate to
improve IL occupancy. The community's proximity to the ocean is a
unique characteristic of its campus, but until the older units are
meaningfully upgraded, it will be difficult to bolster occupancy.

Harrogate has implemented manageable rate increases of roughly 3%
for IL monthly service fees, but has not increased entrance fee
contract pricing in recent years. Fitch's use of public data
indicates that, for the entire city of Lakewood, home values have
appreciated over 11% in the last year, resting at an average home
value of about $378,000. Weighted average entrance fees at
Harrogate are about $159,000, which are affordable relative to the
average net worth of residents of over $1 million.

OPERATING RISK

Harrogate predominantly sells type A contracts, which Fitch views
as the least favorable contract type in terms of operating risk.
Under this contract, the LPC bears the healthcare liability risk
rather than the resident, where residents pay a fixed rate
regardless of the level of healthcare they require.

Harrogate's five-year averages for operating ratio, NOM and NOMA
are 102.6%, 0.1% and 14.4%, respectively, which are weak. Even
though Fitch views operating ratio and NOM averages as sufficient
for the current rating level, NOMA is very low given Harrogate
offers type A contracts. Harrogate's core operations were stable or
slightly better through 2020, but were boosted by the receipt of
about $400,000 in realized Coronavirus Aid, Relief and Economic
Security Act funds (Harrogate has not realized another $250,000).
Thus, while 2020 performance was consistent or somewhat better than
2019 performance, government stimulus provided a necessary, but
temporary enhancement to margins that Fitch believes is not
sustainable. Additionally, cash flows from entrance fees were
significantly lower than in recent years, driven by the onset of
contract refunds and challenges with selling units during the
pandemic.

Harrogate had to conduct virtual tours and meetings to market ILUs.
While management reports good sales activity despite pandemic
stresses, low net entrance fee cash flows of only $608,000
(compared to the five-year average of about $2.5 million) in 2020
suggest that sales were negatively impacted. Sales in 1Q21 have
been better than in previous first-quarter reporting as Harrogate
completed eight new sales and four closings in 1Q21, meeting some
pent-up demand. However, given possible entrance fee refunds and
some lingering uncertainty about the pandemic, Fitch will continue
to monitor this important aspect of Harrogate's business.

Similar to other LPCs, the SNF at Harrogate was hurt by the
pandemic as quarantine requirements made admissions difficult and
hospitals deferred elective procedures. In fact, because of the
pandemic, some competing communities in the area have moved away
from providing SNF services, which has somewhat benefitted
Harrogate's ability to capture market share in recent months. Fitch
expects that these positive trends in the SNF will continue as
operations normalize. However, SNF beds are only 20% of total
units, so increasing profit margins at the SNF will not
significantly boost profitability for the entire campus.

Harrogate's capex has been insufficient over recent years. As of
now, capex-to-depreciation has averaged roughly 114% over the last
five years and average age of plant is about 17 years as of 2020.
The community has slowly combined some of its existing one-bedroom
ILUs into larger two-bedroom units to meet prospective residents'
demand for bigger apartments, but the campus still has older units
that are difficult to sell. Harrogate's management team expects to
eventually implement a master facilities plan (MFP) that will
address aging units and expand their campus, but has delayed this
process because of cash constraints and the pandemic. As time goes
on, Fitch believes that implementing the MFP will become more
important as unsold units continue to age and occupancy remains in
the low 80% range. Given Harrogate's weak liquidity position, any
significant capex with debt and/or cash would markedly deteriorate
key balance sheet metrics. Project plans for the MFP are
preliminary in nature, but Fitch will continue to monitor its
progress.

FINANCIAL PROFILE

Harrogate's unrestricted cash and investments totaled about $4
million (which includes a $1.4 million Paycheck Protection Program
(PPP) loan) as of fiscal 2020, representing a good 66% of adjusted
debt, but weak 89 days cash on hand (DCOH). Maximum annual debt
service (MADS) coverage including entrance fees shows a five-year
average of 2.0x, which is comfortably in excess of Harrogate's
covenant requirement of 1.2x. While cash-to-adjusted debt and MADS
coverage are sufficient for the rating, Fitch believes these are
adequate primarily because of deferred capex. The PPP loan props up
liquidity, but it's possible the proceeds will need to be paid
back, which could additionally stress the balance sheet.

If occupancy rates for ILUs remain at current weak levels,
Harrogate pays additional entrance fee refunds and older units
remain challenging to sell, the community will struggle generating
cash flows and liquidity will continue to decline. Fitch's
forward-looking analysis does not assume any capex for its MFP as
expansion/renovation plans are preliminary in nature. Thus,
assuming the debt burden remains at current levels, Fitch expects
Harrogate to sustain sufficient cash-to-adjusted debt and MADS
coverage consistent with current performance throughout the base
case scenario, which factors in Fitch's standard portfolio stress.
However, if the analysis incorporates some lost returns on
investments, Fitch expects Harrogate's cash position to
deteriorate, where DCOH dips to roughly 50 days and
cash-to-adjusted debt weakens to about 50%.

ESG CONSIDERATIONS

Harrogate, Inc. (NJ) has an ESG Relevance Score of '4' for
Management Strategy due to a period of ineffective strategic
planning and execution, which has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.

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


HAVEN CAMPUS: Seeks to Use Origin Bank's Cash Collateral
--------------------------------------------------------
Haven Campus Communities - Starkville, LLC asks the U.S. Bankruptcy
Court for the Northern District of Mississippi, Aberdeen Division,
for authority to use cash collateral.

The Debtor requires the immediate use of Cash Collateral to
continue operations and preserve the value of the Debtor's assets.
Specifically, the Debtor seeks to use Cash Collateral to maintain
its operations consistent with pre-petition practices and to pay
disbursements.

The Debtor believes it can meet its near-term cash requirements
through the use of cash on hand and the use of cash collateral.
Most of the Debtor's cash needs are met by the collection of
revenues from the rental of apartments at the Property. The
apartment rentals are the purported cash collateral of Origin Bank
Co.  Without the use of cash collateral, the Debtor will be unable
to manage and pay the expenses required for the continued operation
of the Property.

As of April 19, 2021, Origin Bank alleges the Debtor owed it
$16,471,834.87, exclusive of alleged interest accruing after that
date and alleged attorneys' fees accruing after February 28, 2021.
Origin alleges the indebtedness is secured by real and personal
property owned by the Debtor, including the Property and a related
assignment of rents, such that rents generated by the Property may
constitute "cash collateral" of Origin.

Specifically, Origin will likely assert that its claim is secured
by, among other things, "cash collateral" of the Debtor in the form
of revenues from the rental of apartments, pursuant to (i) a
Construction Deed of Trust, Assignment of Leases and Rents, and
Security  Agreement executed by the Debtor in favor of Community
Trust Bank (the former legal name of Origin) on or about June 16,
2014 and recorded with the Oktibbeha County Clerk of Superior Court
at Mortgage Book 2014, Pages 9835-9857; (ii) an Assignment of
Leases and Rents executed by the Debtor in favor of Community Trust
Bank on or about June 16, 2014 and recorded with the Oktibbeha
County Clerk of Superior Court at Mortgage Book 2014, Pages
9916-9922; and (iii) various filed UCC Financing Statements.

The Debtor requires the use of its apartment rental revenues, which
rentals may constitute Origin's Cash Collateral. Absent the
Debtor's use of the Cash Collateral, the Debtor will not have
available sources of working capital and financing to carry on the
operation of its business as a going concern.

Although the Debtor is in talks with Origin about potential interim
and final arrangements on the use of Cash Collateral, it has not
yet reached, at this early stage, such arrangements. If, following
the filing of this Motion, the Debtor is unable to reach consensual
arrangements with Origin regarding the Debtor's use of Cash
Collateral, then the Debtor will request permanent use of Cash
Collateral at the Final Cash Collateral Hearing.

The Debtor claims that the standards for authorizing the Debtor to
use Cash Collateral are satisfied in this instance because the
Debtor's ongoing business operations will adequately protect and
preserve the value of any Cash Collateral securing the Debtor's
pre-petition obligations and Origin will be further adequately
protected to the extent that it is entitled to adequate protection
by the continued maintenance of the Debtor's apartment complex, the
payment of related post-petition property taxes as and when they
come due, and the fact that the market value of such property as of
the Petition Date should not decline while the case is pending and
that the Debtor will compensate Origin, to the extent required by
the Bankruptcy Code, should any such decline occur, including
adequate protection payments of $25,000 per month.

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

         About Haven Campus Communities - Starkville, LLC

Haven Campus Communities – Starkville, LLC operates a student
housing complex in Starkville at Mississippi State University known
as "Haven 12." Haven Campus sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 21-00844) on
May 11, 2021, In the petition signed by Stephen H. Whisenant,
authorized party, the Debtor disclosed up to $50 million in both
assets and liabilities.

Judge Katharine M. Samson oversees the case.

Douglas C. Noble, Esq. at MCCRANEY MONTAGNET QUIN NOBLE PLLC is the
Debtor's counsel.



HAYWARD HOLDINGS: S&P Upgrades ICR to 'BB-', Outlook Positive
-------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on U.S.-based
Hayward Holdings Inc. to 'BB-' from 'B+'. At the same time, S&P
assigned its 'BB-' issue-level and '3' recovery ratings (50%-70%;
rounded estimate: 65%) to the proposed senior secured term loan.

S&P said, "The company will also upsize its unrated asset-based
lending (ABL) revolving credit facility to $425 million from $250
million. We will withdraw the issue-level ratings on the existing
first-lien term loans when this transaction closes. We also
withdrew the rating on Hayward Industries Inc.

"The positive outlook reflects our expectation for continued EBITDA
growth given the favorable outlook for U.S. pool equipment sales
and the possibility of a higher rating if it appears likely that
its controlling financial sponsor owners will gradually relinquish
control over time."

The upgrade reflects stronger than expected demand dynamics that
will continue to support better operating performance. S&P said,
"We believe Hayward will continue to benefit from strong demand for
pool equipment as consumers focus on outdoor living and increase
pool installations. Its strong order backlog, which increased by
triple-digit percentages year over year in the first quarter
underpins this outlook. Moreover, its significant exposure to the
aftermarket pool equipment segment (which contributes about 75% of
total sales) provides a recurring, nondiscretionary stream of cash
flows. In addition, we believe the recent growth of new pool
construction (in part on population growth in the Sun Belt, a focus
on outdoor living, and rising homeownership) further supports
demand for new equipment and aftermarket products in outer years.
Therefore, we believe Hayward should continue to benefit from new
pool equipment demand from installations and more importantly a
significant increase in recurring aftermarket demand, where its
portfolio is significantly skewed." The favorable industry outlook
and these continuing operating trends should fuel about 40%
top-line growth in 2021 and closer to mid-single-digit percentages
in 2022.

Hayward is majority financial sponsor owned, and ratings upside is
predicated on if the sponsors decrease ownership overtime. S&P
said, "We factor into our financial risk profile assessment
continued control by CCMP Capital Advisors, MSD Partners L.P. and
Alberta Investment Management Corp. They together control more than
50% of the company. If this ownership decreases and controlling
owners dilute their participation over the medium term, we could
review our financial policy. Our view of the financial policy
status is financial sponsor-5, given the deleveraging trends
leverage below 5x."

S&P said, "We believe increasing EBITDA and good free operating
cash flow (FOCF) will support debt repayment and result in 2021 and
2022 leverage near or below 3x. Hayward maintains a strong
competitive position and significant share in the U.S. swimming
pool equipment market, which has a large installed base. It
benefits from higher average spending because of increased usage of
premium-priced automated pool maintenance equipment. In addition,
Hayward has a track record of consistently implementing
industry-standard, low-single-digit percentage price increases
given its leadership position. This, better operating leverage from
higher volumes, and ongoing operating cost-reduction initiatives
should allow it to more than offset labor and raw material cost
inflation. Therefore, we expect adjusted EBITDA margin will likely
be 25%-28% in 2021 from 22% in 2020.

"Higher EBITDA, good working capital management, and relatively low
capital expenditures (capex; about 2% of sales) will lead to FOCF
over $200 million in 2021. We continue to expect healthy FOCF in
2022, but closer to $90 million because of investments in working
capital primarily related to longer receivable days (as the early
buy program returns to its standard cadence) and higher cash taxes.
Still, Hayward's cash generation provides ample liquidity to
continue to repay debt. However, we expect the company will remain
acquisitive and will likely target small to midsize acquisitions to
acquire new technology (internet connected products/sensor), new
geographies, or pool-adjacent products. Hayward has paid about
mid-single-digit EBITDA multiples for its targets, which we expect
will continue. Still, we believe Hayward will take a prudent
approach to acquisitions and maintain leverage of about 3x.

"The positive outlook reflects our expectation for continued strong
sales growth and better EBITDA margins from economies of scale as
Hayward leverages its manufacturing footprint with higher
production volumes. This should continue to generate EBITDA margins
of 25%-28% and reduce leverage near or below 3x over the next
year."

S&P could raise the ratings on Hayward if it sustains S&P Global
Ratings-adjusted leverage near or below 3.5x. This could occur if:

-- Hayward further reduces its total debt and operating
performance continues to meet expectations including EBITDA margins
over 25%; and

-- It becomes apparent that its financial sponsor owner will
relinquish control over time as their ownership share declines and
public ownership steadily increases.

S&P could lower its rating if either weaker than expected operating
performance or a change in financial policy leads to adjusted debt
to EBITDA sustained above 4x, potentially because:

-- A significant decline in the company's installed customer base
because of both an unanticipated decline in the housing market that
leads to a fall-off in new pool construction and a significant
curtailment of aftermarket demand as existing pool owners
unexpectedly halt pool equipment purchases; or

-- Hayward pursues a more aggressive financial policy including
material leveraging acquisitions or debt-funded shareholder
returns.



HAYWARD INDUSTRIES: Moody's Hikes CFR to B1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Hayward Industries, Inc.'s
Corporate Family Rating to B1 from B2, its Probability of Default
Rating to B1-PD from B2-PD, and the rating on the company's
existing first lien credit facilities to B2 from B3. At the same
time, Moody's assigned a B2 rating to the company's proposed new
$1,000 million first lien term loan due 2028. The Speculative Grade
Liquidity rating is unchanged at SGL-2, and the outlook is stable.

Hayward will utilize the net proceeds from the proposed $1,000
million first lien term loan due 2028 to fully repay its existing
first lien term loans, consisting of an $820 million term loan due
2024 and a $128 million incremental term loan due 2026, and to
repay approximately $49 million of borrowings outstanding on its
existing $250 million asset based lending revolving (ABL) facility
due 2022. The company also plans to replace its existing ABL with a
new $425 million ABL revolving facility due 2026. Moody's will
withdraw the ratings on the company's existing first lien term loan
credit facilities upon the close of the transaction and the
repayment of these debt obligations.

The ratings upgrade reflects Hayward's accelerated pace of
de-leveraging following very strong first quarter of fiscal 2021
results. Hayward reported strong year-over-year revenue and EBITDA
growth of 96% and 200% respectively for the first quarter period
ending April 3, 2021, benefitting from continued high consumer
demand for the company's pool equipment products and from increased
production and capacity utilization. As a result, Hayward's
debt/EBITDA leverage declined to around 3.7x for the last twelve
months period (LTM) ending April 3, 2021, from around 4.9x at
fiscal year-end December 31, 2020 and pro forma for the initial
public offering (IPO) transaction. In addition, the company's order
backlog is materially higher than historical levels and should
support continued solid revenue and earnings growth in fiscal 2021,
and Moody's projects debt/EBITDA will continue to improve towards
3.0x by end of fiscal 2021.

There is uncertainty around the sustainability of positive demand
trends and operating results past fiscal 2021. However, Hayward's
moderate financial leverage provides the company with some cushion
within the credit metrics Moody's expects for the B1 CFR to absorb
the potential future demand pull back for the company's products,
as consumer discretionary spending shifts back into categories such
as travel and entertainment. Moody's also believes the increase in
the installed pool population improves the recurring revenue base
for maintenance parts and services.

The following ratings/assessments are affected by the action:

Ratings Upgraded:

Issuer: Hayward Industries, Inc.

Corporate Family Rating, Upgraded to B1 from B2

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

Senior Secured 1st Lien Term Loan, Upgraded to B2 (LGD4) from B3
(LGD4)

New Assignments:

Issuer: Hayward Industries, Inc.

Senior Secured Term Loan B, Assigned B2 (LGD4)

Outlook Actions:

Issuer: Hayward Industries, Inc.

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

Hayward's B1 CFR broadly reflects its moderate debt/EBITDA leverage
at around 3.7x and good EBIT/interest coverage at 3.7x for the LTM
period ending April 3, 2021, and pro forma for the refinancing.
Demand for the company's products continues to be very strong in
2021 following high demand in 2020, as consumers continue to spend
more time at home resulting in increased pool construction and
utilization. Moody's expects good consumer demand to continue in
fiscal 2021, supported by a solid US housing market, and continued
focus on stay-at-home, social distancing, and outdoor activities.
As a result, Moody's projects Hayward's debt/EBITDA leverage will
decline to around 3.0x by the end of fiscal 2021. The company
benefits from its strong market position and good brand awareness
in the North American pool equipment industry, and its growing
presence internationally. Hayward has a relatively stable revenue
base from its repair and replacement business, which represents
about 75% of revenue, and its good EBITDA margin is supported its
pricing stability. The company's good liquidity reflects Moody's
expectation for good free cash flow of around $180 million over the
next 12 months, and access to an undrawn $425 million ABL due
2026.

Hayward's credit profile also reflects its narrow product focus as
a manufacturer of pool equipment, and the inherent exposure to
cyclical downturns given the discretionary nature of residential
pool products. In addition, the company is exposed to cyclicality
related to new pool construction, mitigated partially by its large
aftermarket sales. Hayward has high customer concentration with its
top customer, Pool Corporation, accounting for approximately 30% of
net sales in fiscal year 2020, and its cash flows are highly
seasonal.

Governance considerations relate to the company's publicly stated
financial policy that targets a leverage ratio (management's
calculation) of 2.0x to 3.0x, that supports moderate financial
leverage. Hayward remains majority controlled by private equity
sponsors However, Moody's expects the company will maintain more
moderate financial policies as a public company going forward,
supported by its relatively conservative financial leverage
target.

The B2 rating on the proposed $1,000 first lien term loan due 2028,
one notch below the B1 CFR, reflects the facility's weaker
collateral coverage relative to the $425 million ABL revolving
facility (unrated), and effective priority relative to the much
smaller combined amounts of other unsecured debt and non-debt
liabilities in the capital structure. The first lien term loan has
a second lien on the ABL priority collateral (cash, receivables and
inventory) and a first lien on other assets.

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

The stable outlook reflects Moody's expectations that Hayward's
healthy order backlog and continued good consumer demand will
support solid revenue and EBITDA growth in fiscal 2021, and that
the company's moderate financial leverage provides some cushion to
absorb a potential demand pull back following the very high demand
levels experienced in fiscal 2020 and expected in 2021. The stable
outlook also reflects Moody's expectations that the company will
maintain a more moderate financial policy and that there will be no
significantly leveraging acquisitions or shareholder distributions
over the next year.

Ratings could be upgraded if the company continues to increase its
revenue scale while maintaining a stable EBITDA margin, maintains
debt/EBITDA below 3.0x and sustains free cash flow/debt above 10%.
A ratings upgrade would also require the company to maintain at
least good liquidity, and for Moody's to expect moderate financial
policies that support credit metrics at the above levels.

Ratings could be downgraded if revenue or the EBITDA margin
deteriorates, or if debt/EBITDA is sustained above 4.0x. Ratings
could also be downgraded if liquidity deteriorates such as from
modest free cash flow generation on an annual basis, or increased
reliance on the revolver facility.

The proposed first lien credit agreement contains provisions for
incremental debt capacity up to the greater of $335.0 million and
100% of consolidated pro forma trailing four quarter consolidated
EBITDA, plus unused capacity reallocated from the general debt and
restricted payment baskets, plus unlimited amounts subject to a pro
forma first lien net leverage requirement not to exceed 3.5x (if
pari passu secured). Amounts up to the greater of $335.0 million
and 100% of consolidated trailing four quarter consolidated EBITDA
may be incurred with an earlier maturity date than the initial term
loan. Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors that could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express "blocker" provisions that prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to carve-out capacity and other
conditions. There are no express protective provisions prohibiting
an up-tiering transaction. The above are proposed terms and the
final terms of the credit agreement may be materially different.

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

Hayward Industries, Inc. is a manufacturer of swimming pool
equipment including pumps, heaters, sanitizers, filters, cleaners,
liners and more. Hayward also manufactures equipment that controls
the flow of fluids for various industrial end markets. The
company's largest market is the U.S. (over two thirds of sales).
Hayward reported revenue for the last twelve months period ending
April 3, 2021 of $1,040 million. Following the March 2021 initial
public offering, private equity firms CCMP Capital Advisors, L.P.
and MSD Partners, L.P. own approximately 78.7% of Hayward's shares.


HCA HEALTHCARE: Egan-Jones Hikes LC Senior Unsecured Rating to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, upgraded the local
currency senior unsecured rating on debt issued by HCA Healthcare,
Inc. to BB from BB-.

Headquartered in Nashville, Tennessee, HCA Healthcare, Inc. offers
health care services.



HCA INCORPORATED: Egan-Jones Hikes Senior Unsecured Ratings BB
--------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by HCA Incorporated to BB from BB-.

Headquartered in Nashville, Tennessee, HCA Inc. of Delaware owns,
manages, and operates hospitals.



HERITAGE RAIL: Trustee Selling 3 Rail Cars to Clark for $75K
------------------------------------------------------------
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 of following three rail cars and locomotives of
Heritage to Jon S. Clark Private Rail Cars for $75,000, subject to
higher and better bids: (i) SLRG 133 ("Chambersburg Inn"), (ii)
SLRG 1125 ("Ellerslie"), and (iii) SLRG 6622 (F9-B) ("SLRG 6622").


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, the Trustee determined in his
business judgment to sell the Assets to the Buyer under section 363
of the Bankruptcy Code, subject to higher and better bids.

After arms'-length negotiations, the Trustee negotiated a sale of
the Assets to Clark at an aggregate purchase price of $75,000 on
the terms set forth in the Motion and in the purchase agreement,
subject to higher and better bids.

Big Shoulders Capital, LLC has asserted it has first priority
security interest in Ellerslie and SLRG 6622 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 Ellerslie and SLRG 6622
subject to a carve out of 20% of the net purchase price of these
assets less closing costs, including any applicable storage fees to
remain with the Heritage estate free and clear of any Big
Shoulders' lien, with rights otherwise reserved.

Upon 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.  The Trustee and the trustee of San Luis and Rio
Grande Railroad have an agreement pending, which is not yet
approved or effective, that would obviate the need for the Trustee
to pay storage fees; however, to the extent this agreement does not
become effective, the storage fees will be paid from the applicable
sale proceeds.  

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 Clark Purchase Price represents fair market value.  The
Trustee now seeks authority to further market-test the transaction
contemplated by the Purchase Agreement to obtain the highest or
best offer for the Assets.  

By this Motion, the Trustee seeks entry of an order (a) approving
the sale of the Assets free and clear of all liens, claims,
encumbrances, and interests, including (without limitation)
specifically those of Big Shoulders and those of any affiliated
entity of Heritage, if any, to either (i) Clark, or (ii) the party
who submits the highest or best bid, and (b) finding the successful
purchaser is a "good faith" purchaser under Bankruptcy Code section
363(m).

The material terms of the Purchase Agreement are as follows:
  
      a. The Clark Purchase Price for the Assets is allocated as
follows:  (i)  SLRG 133 - $45,000; (ii) SLRG 1125 - $10,000; and
(iii) SLRG 6622 (F9-B) – $20,000

      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 Bankruptcy Court.

      c. Clark 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 herein 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 will hold a
telephone auction and bidding can occur at that auction.  

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 Clark Purchase Price as allocated.

The Trustee requests that any order approving the sale of the
Assets be effective immediately, thereby waiving the 14-day stay
imposed by Bankruptcy Rules 6004.

A copy of the Agreement is available at
https://tinyurl.com/26w4c64p 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.



HERT GLOBAL: Shareholder Payout to Rise on Winning Bankruptcy Bid
-----------------------------------------------------------------
Becky Yerak of The Wall Street Journal reports that the shareholder
payout is set to increase on the winning bankruptcy bid.

Hertz Global Holdings Inc. selected investment firms Knighthead
Capital Management LLC and Certares Management LLC as the winning
bidders for control of the bankrupt company after a fierce
competition drove up the expected payout for shareholders, a rarity
in corporate chapter 11 cases.

The winning offer provides for an estimated distribution of close
to $8 a share to the company's stockholders, people familiar with
the matter said, well above Tuesday's closing price of $3.69.

Initial offers from potential bidders for Hertz in its bankruptcy
offered nothing for equity, and, as recently as mid-April 2021, the
company said its shareholders would come away empty-handed in the
proceedings.

Hertz's turnaround comes as coronavirus vaccinations and a rebound
in consumers' willingness to travel are expected to reinvigorate
the business and ease its path out of chapter 11. Pandemic
restrictions were devastating to Hertz, already weighed down with
debt when Covid-19 hit. The company's large fleet, which is
effectively leased from banks and bondholders, was losing value
rapidly, with used-car prices falling and business travel at a
standstill. Now, used-car prices are soaring, partly due to the
global semiconductor shortage.

The proposed distribution to shareholders includes $239 million in
cash, or roughly $1.50 a share, and 3% of the stock of the
reorganized company. Shareholders also would receive either
warrants to buy as much as 18% of the reorganized business, or the
opportunity to buy equity through a $1.6 billion rights offering.

Hertz shares rose 55% on Wednesday, May 12, 2021, to close at
$5.72.

Not even the horde of individual traders who piled into Hertz stock
after its bankruptcy filing last year believed the company was
worth so much. During that brief rally, retail traders helped push
the shares from 56 cents after the bankruptcy to as high as $5.53
before they declined again.

In June 2020, Hertz, already in bankruptcy, suspended a sale of its
shares after the Securities and Exchange Commission questioned the
deal. That month, Hertz lawyer Thomas Lauria acknowledged in court
the company's shares “might ultimately be worthless, although
it's impossible to know this as a point of certainty.” As long as
the public markets are informed of the risks, Hertz is in
compliance with securities laws, he said.

The rental-car provider, one of the largest companies to file for
chapter 11 during the pandemic, hopes to leave bankruptcy around
the end of June. Knighthead and Certares would be joined by other
investors including Apollo Global Management Inc. and a group of
existing shareholders in taking control of Hertz.

The proposed distribution to stockholders is a rarity. Corporate
bankruptcies usually don't generate enough value to pay
bondholders, much less shareholders.

When shareholders do receive anything after a chapter 11 filing, it
is often because a short-term stress fades, an industry recovers
more quickly than expected, or market conditions change. Past
examples of bankruptcies that paid out stockholders include onetime
mall giant General Growth Properties Inc. in 2010 and former
American Airlines parent AMR Corp. in 2013.

Any restructuring deal requires the approval of the judge
overseeing the Hertz reorganization proceedings in the U.S.
Bankruptcy Court in Wilmington, Del.

Knighthead and Certares emerged early on as leading bidders for
Hertz but their offer was challenged along the way by competing
investors and Hertz bondholders that wanted to own the business.

A rival group that included Centerbridge Partners LP, Warburg
Pincus LLC and Dundon Capital Partners LLC was outbid at auction.
The losing group stands to receive a $77 million breakup fee that
Hertz agreed to pay last April 2021 if it ultimately settled on a
different bid.

If finalized, Hertz's bankruptcy-exit plan would refinance the
company's top-ranking loans while paying off bondholders and other
unsecured debts in full.

                   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


HERTZ CORP: Bidding Beefs Up Recovery for Unsecureds, Shareholders
------------------------------------------------------------------
The Hertz Corporation and its Debtor Affiliates filed a First
Modified Third Amended Joint Plan of Reorganization on May 14,
2021.

According to the Supplemental Disclosure Statement, the latest
iteration of the Plan treats claims and interests as follows:

   * Class 5 Unsecured Funded Debt Claims will recover 100% in cash
under the New Plan.  The class was slated to recover 75% of their
claims, in the form of 48.2% of the Reorganized Hertz interests
plus warrants.

   * Class 7 General Unsecured Claims will receive 100% payment in
cash or reinstatement under the new Plan.  In the prior plan, the
class was to recover up to 100%, in the form of a pro-rata share of
$550 million, plus proceeds of the specified causes of action.

   * Class 8 Prepetition Intercompany Claims will be subject to
reinstatement or treatment as agreed by the applicable Debtors or
Reorganized Debtors in consultation with the Plan Sponsors.  In
contrast, the prior plan provides that the claims will be either
reinstated or canceled and released without any distribution
according to claimant and/or discretion of Reorganized Debtors in
consultation with Plan Sponsors.

   * Class 11 Existing Hertz Parent Interests will receive cash in
the amount of $1.53 per share, plus pro-rata shares of (a) 3% of
the Reorganized Hertz Parent Common Interests and (b) either (i)
30-year warrants for 18% of the equity in the Reorganized Debtors
struck at an equity value of $6.5 billion, or (ii) rights to
participate in a $1.635 billion offering for 35% of the Reorganized
Hertz Parent Common Interest at a per share price based on a total
equity value of approximately $4.7 billion.  In the prior plan, the
class would receive a pro rata share of 10-year warrants for 10% of
the equity in the Reorganized Debtors.

The Debtors began the process of negotiating a chapter 11 plan in
November of 2020.  

At the time of the filing of the original plan, the plan sponsored
by an investor group led by Centerbridge Partners, L.P., Warburg
Pincus LLC, and Dundon Capital Partners, LLC (the "PE Sponsors")
and the initial consenting noteholders represented the highest and
best restructuring transaction available to the Debtors.  An
investor group led by Certares Opportunities LLC and its affiliates
and Knighthead Capital Management, LLC and its affiliates along
with Apollo Capital Management, L.P., submitted a counter offer,
and the parties submitted improved proposals over time.

A court-sanctioned auction was conducted May 10 and May 11.  After
multiple rounds of bidding over the course of 20 hours, the Debtors
assessed the last bid from each of the parties as being
substantially equivalent.  The Debtors thereafter requested that
the competing sponsorship groups submit their best and final bids.
Each competing sponsorship group timely submitted a bid in response
to the Debtors’ request.  The Finance Committee, and then the
full Board of Directors, of Hertz Parent and Hertz Corp., in
consultation with the Debtors' independent legal and financial
advisors, analyzed these bids and concluded, approximately 32 hours
after the commencement of the May 10 auction, that the bid
submitted by Knigthead group was superior and determined that the
group was the "successful bidder."  

On May 12, 2021, the Debtors notified the Bankruptcy Court of such
determination and submitted forms of a revised chapter 11 plan and
supplemental disclosure to the Bankruptcy Court describing the
salient terms of the Plan Sponsors' bid for approval.  Subsequent
to that filing, the Debtors, with the consent of the Plan Sponsors,
made further modifications to the Plan Sponsors' bid to further
improve treatment for holders of Class 7 -- General Unsecured
Claims and Class 8 -- Prepetition Intercompany Claims.  The terms
of the revised bid, including such improved treatment for Holders
of Class 7 -- General Unsecured Claims and Class 8 -- Prepetition
Intercompany Claims, are embodied in the Modified Third Amended
Plan.

The Prior Plan Support Agreement and the Stock Purchase Agreement
described in the Disclosure Statement have been terminated.  In
their places, the Debtors have entered into a new Plan Support
Agreement with the Plan Sponsors and a new Equity Purchase
Agreement with Apollo, CK Amarillo LP (an entity affiliated with
Certares and Knighthead), and certain other Equity Commitment
Parties that have agreed to invest, directly or through a backstop,
in the Reorganized Debtors

Among other things, the Plan Support Agreement establishes certain
milestones for the prosecution and consummation of the Plan,
including fixing (i) May 31, 2021 as the outside date for obtaining
Bankruptcy Court approval of the Commitment Documents, (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 (in each case subject to the right of the Requisite
Commitment Parties (as such term is defined in the Plan Support
Agreement) to extend in their discretion).

Pursuant to the Equity Purchase Agreement, (i) Apollo has agreed to
purchase or otherwise syndicate $1.5 billion of Preferred Stock;
(ii) Amarillo has agreed to purchase $1.987 billion of Reorganized
Hertz Parent Common Interests; and (iii) other Equity Commitment
Parties, including Apollo, have agreed to purchase, in the
aggregate, $794 million of Reorganized Hertz Parent Common
Interests.  In addition, certain Equity Commitment Parties,
including  Apollo, have agreed to backstop the Rights Offering
totaling $1.635 billion  of Reorganized Hertz Parent Common
Interests to be offered first to eligible holders of Existing Hertz
Parent Interests and then, if not fully subscribed, to eligible
Holders of Unsecured Funded Debt Claims.  Relating to the Equity
Purchase Agreement, Hertz Corp. has also entered into a letter
agreement with Apollo (attached to the Equity Purchase Agreement as
Annex B) pursuant to which Hertz Corp. will, upon the date that the
Preferred Stock is issued, pay Apollo Global Securities, LLC
("AGS") an advisory fee for capital markets advisory, syndication,
structuring, and additional services provided by AGS for the
benefit of Apollo.

As a consequence of the termination of the Stock Purchase
Agreement, upon the Effective Date of the Plan the Debtors will be
obligated to pay the Prior Plan Sponsors a Termination Payment in
the amount of $77,200,000 plus certain expenses pursuant to the
terms of the Stock Purchase Agreement as approved by the Bankruptcy
Court on April 22, 2021.  On May 6, 2021, a purported "Ad Hoc
Committee of Shareholders" filed a notice of appeal with respect to
such order.  Such committee has agreed to dismiss the appeal in the
Plan Support Agreement.

                         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.



HERTZ GLOBAL: New $6B Chapter 11 Plan Sponsor Package Approved
--------------------------------------------------------------
Law360 reports that Hertz Global Holdings coasted through a nearly
uneventful, fist-pumping pitch for a new $6 billion Chapter 11 plan
sponsor agreement in Delaware bankruptcy court on Friday, May 14,
2021, securing approval to move ahead with revised numbers and
disclosures under a proposal that would cover in full all creditor
claims.

The revised sponsor terms swapped in during a hearing before U.S.
Bankruptcy Judge Mary F. Walrath assigned a roughly $7.4 billion
total enterprise value to the business, with equity holders
potentially emerging with as much as $8 per share in total value,
as opposed to the wipeout they were facing at the start.

As reported in the TCR, Hertz Global Holdings (OTCPK:HTZGQ)
announced May 12, 2021, that, following
the completion of the auction previously approved by the Court in
its Chapter 11 case, Hertz has selected and approved a revised
proposal from certain funds and accounts managed by affiliates of
each of Knighthead Capital Management LLC ("Knighthead"), Certares
Opportunities LLC ("Certares") and Apollo Capital Management, LP
("Apollo" and together with Knighthead and Certares, the "KHCA
Group") to provide the equity capital required to fund Hertz's
revised Plan of Reorganization and exit from Chapter 11.  The
proposed agreements with the KHCA Group, as well as any necessary
modifications to the Plan and solicitation procedures, are subject
to the approval of the Bankruptcy Court at a hearing scheduled for
Friday, May 14, 2021.

Under the revised proposal, Hertz's Chapter 11 plan will be funded
through direct common stock investments from the KHCA Group and
certain co-investors aggregating $2.781 billion, the issuance of
$1.5 billion of new preferred stock to Apollo, and a fully
backstopped rights offering to the Company's existing shareholders
to purchase $1.635 billion of additional common stock.  The
revised
Plan would provide for the payment in cash in full of all
administrative, priority, secured, and unsecured claims in the
Chapter 11 cases and would deliver significant value to the
Company's existing shareholders including:

    * $239 million of cash;

    * common stock representing 3% of the shares of the reorganized
Company (subject to dilution from warrants and equity issued under
a new management incentive plan); and

    * 30-year warrants for 18% of the common stock of the
reorganized Company (subject to dilution by a new management
incentive plan) with a strike price based on a total equity value
of $6.5 billion, or the opportunity, for eligible shareholders, to
subscribe for shares of common stock in the $1.635 billion rights
offering at Plan equity value.

                    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.  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.

The Ad Hoc First Lien Group and DIP Lenders tapped Arnold & Porter
Kaye Scholer LLP and Troutman Pepper Hamilton Sanders LLP as
counsel.


HIDALGO COUNTY: Seeks to Hire Nathaniel Holzer as New Counsel
-------------------------------------------------------------
Hidalgo County Emergency Service Foundation seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Nathaniel Peter Holzer, Esq., an attorney practicing in Corpus
Christi, Texas, as its new bankruptcy counsel.

Mr. Holzer will render these legal services:

     (a) take all necessary action to assure compliance with the
U.S. Trustee Guidelines, the bankruptcy court's local rules and the
Bankruptcy Code provisions applicable to a Chapter 11 filing;

     (b) take all necessary action to protect and preserve the
Debtor's estate;

     (c) prepare legal papers;

     (d) take all necessary actions in connection with the
administration of the Debtor's estate;

     (e) challenge the extent, validity, or priority of claims
against the estate and liens claimed on property of the estate;

     (f) analyze or prosecute any Chapter 5 cause of action, if
any; and

     (g) perform all other necessary legal services in connection
with the prosecution of the Debtor's Chapter 11 case.

Mr. Holzer will be billed at his discounted hourly rate of $375 and
will be paid $200 per hour for his paralegal work.

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

The attorney can be reached at:

     Nathaniel Peter Holzer, Esq.
     4102 Ocean Drive
     Corpus Christi, TX 78411
     Telephone: (361) 563-6175
     Email: pete@npholzerlaw.com

         About Hidalgo County Emergency Service Foundation

Edinburg, Texas-based Hidalgo County Emergency Service Foundation
(doing business as South Texas Air Med and Hidalgo County EMS) is a
provider of emergency ambulatory services.  Visit
https://www.hidalgocountyems.org for more information.

Hidalgo County Emergency Service Foundation filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 19-20497) on Oct. 8, 2019,
listing between $1 million to $10 million in both assets and
liabilities. Kenneth B. Ponce, sole managing member, signed the
petition. Judge David R. Jones oversees the case.

The Debtor tapped Nathaniel Peter Holzer, Esq., as bankruptcy
counsel; Richard S. Schmidt as chief restructuring officer; and The
Brophy Law Firm, PC and Gonzalez Castillo Moya, LLP as special
counsel.


HILTON GRAND: S&P Rates $1.3BB Term Loan B 'BB', On Watch Negative
------------------------------------------------------------------
S&P Global Ratings retains 'BB' issuer credit rating on Hilton
Grand Vacations Inc. (HGV) on CreditWatch with negative
implications, and S&P expects to resolve the CreditWatch by
lowering it two notches to 'B+' and assigning a negative outlook
nearer to the close of the acquisition.

S&P's 'BB' issuer credit rating on HGV remains on CreditWatch with
negative implications, and it expects to resolve the CreditWatch by
lowering it two notches to 'B+' and assigning a negative outlook
nearer to the close of the acquisition.

HGV plans to acquire Diamond Resorts International Inc. by issuing
equity to the target's stockholders, issuing new incremental debt,
and assuming a portion of Diamond's outstanding debt. HGV has
amended its existing revolver to permit the acquisition, is
currently launching a new term loan, and plans to soon launch an
unsecured note offering.

S&P said, "We assigned our 'BB' issue-level rating (two notches
higher than the expected 'B+' issuer credit rating) and '1'
recovery rating to the proposed $1.3 billion senior secured term
loan B, which will be issued by Hilton Grand Vacations Borrower
LLC. We plan to lower our issue-level rating on HGV's amended $800
million senior secured revolving credit facility to 'BB', in line
with our rating on the proposed term loan B, after we resolve the
CreditWatch listing and lower our issuer credit rating to 'B+'.

"The anticipated downgrade to 'B+' reflects HGV's high pro forma
leverage despite the increasingly positive signals of a recovery in
travel and timeshare demand. We forecast the company will have very
high pro forma captive-adjusted debt to EBITDA in the 7x-8x range
in 2021, which we believe could improve to the 5.50x-6.25x range in
2022 if its travel and timeshare sales recover as we assume in our
base-case forecast. HGV's pro forma leverage is high because it
will refinance and assume Diamond's substantial corporate debt and
the combined entity's operations have been negatively affected by
the pandemic. HGV's willingness to purchase a very highly leveraged
entity increases the burden on the path to recovery and makes the
company more vulnerable to inadvertent operating missteps or
further delays in the rebound in travel demand or the economic
recovery.

"Our updated base-case forecast assumes the company's pro forma
total revenue (excluding cost reimbursements) will recover to
10%-20% below 2019 levels in 2021 and 0%-10% below 2019 levels in
2022. Specifically, we believe the pent-up demand for timeshares
will benefit HGV. Data released by Hawaii's Department of
Transportation shows that total passenger count of flights to the
state recovered to about 60% of same-period 2019 levels as of late
April, which suggests that the volume of visitation to the state is
already on the path to recovery. During the initial period of the
recovery, pent-up demand--led by consumers with a strong propensity
to travel--could enable HGV to upsell its existing owners by
upgrading them to higher-priced inventory, which would increase its
closing rates and temporarily elevate its volume per guest (VPG).
Over time as tour flows recover substantially, we expect the
company's VPG to revert to pre-pandemic levels.

"Our updated base case reflects the strong recent rebound in
visitation to regional and select fly-to markets, including
Florida, Hawaii, Las Vegas, and Midwest ski resorts. If the rebound
in visitation in these markets is sustained, it would support the
company's ramp-up of its sales activity at HGV and Diamond's
healthy pipeline of new property developments, including Los Cabos,
Maui, Sesoko, Waikiki, and Pigeon Forge, with deeded products
potentially generating particularly strong sales because of their
premium prices. We assume our measure of captive-adjusted EBITDA
margin is in the 14%-17% range in 2021, incorporating a partial
revenue recovery relative to 2019, and that margin recovers to near
2019 levels (in the 18-20% range) by 2022.

"The acquisition entails substantial integration risks. HGV is
acquiring a larger system, which we assume will require investment
about $225 million by the company to align many of the acquired
resorts to Hilton's brand standards. Diamond also operates a
lower-priced, points-based system, whereas HGV operates a mostly
deeded timeshare system. In addition, we believe HGV will need to
make a significant investment to integrate the two product forms
under the same sales system." Diamond historically has had a higher
provision for loan losses due to its customers' weaker credit
profile and the lower satisfaction among its owner base relative to
those of HGV's higher-income owner demographic.

HGV and Diamond differ in terms of their customer demographics and
product form and these differences will require management's
attention, as well as additional investment, to integrate into the
same platform. S&P said, "We expect their two sales organizations
will remain separate over the near-term. HGV primarily offers an
upper-upscale timeshare product to customers with higher average
household income. It distributes its product through the
widely-recognized Hilton brand, which has attracted the development
of high-quality real estate in popular resort locations, such as
Hawaii, Las Vegas, and New York. HGV's owner base also has a much
higher exposure to Japanese customers, which contributes to the
company's focus on premium price points. HGV has a track record of
lower provisioning for loan losses and stronger loan portfolio
default rates, which we believe reflects its customer demographic.
In comparison, Diamond mostly offers a mix of destination and
regional resort locations to an owner base with lower average
household income. Diamond has high provision for loan losses and
defaults, partly due to customer defaults induced by third-party
timeshare exit companies. We also believe the high provisions may
stem from Diamond's sales strategy, which uses low down payments
and deferred down-payment products." Because the products require
little equity from the customer, they could dampen the motivation
for unsatisfied customers to continue their payments.

In addition, HGV mostly offers a deeded timeshare product, which is
tied to specific resort locations and appeals to buyers willing to
pay a premium for availability in high-demand markets. While they
can generate a premium, deeded timeshare sales can be volatile from
year to year because they are closely tied to the timing and
ramp-up of new property developments. On the other hand, Diamond
offers a points-based product that is less tied to specific resorts
or usage time, which customers may prefer for the flexibility it
offers to access a large resort portfolio. HGV could encounter
risks during the integration of the two sales organizations and
product forms, thus it will have to balance talent retention with
the realization of cost synergies underwritten in the acquisition
price.

Despite the integration risks, the combined entity will likely have
greater diversity and scale and could recover in a manner that
suggests its credit metrics will improve in-line with our
expectations for the anticipated 'B+' rating by 2022. The combined
entity will be the second-largest timeshare system with a
geographically diverse network of resorts and locations that cater
to a wider range of price points and vacation settings, including
ski resorts, beachfronts, urban destinations, and the desert and
outdoors. The combined company's greater mix of drive-to regional
locations could translate into a quicker recovery than S&P would
have expected for HGV on a stand-alone basis, which has high sales
exposure to destination locations. The combined entity will also
generate a greater share of cashflow from less volatile sources,
such as resort management and financing income, which accounted for
about 50% of pro forma consolidated EBITDA based on 2019 results.

Furthermore, the merger could lead to revenue synergies over time.
S&P believes a key rationale for this transaction is that HGV will
acquire a substantial points-based timeshare system for future
development activity by adding development flexibility beyond the
company's existing deeded product. Diamond's points-based product,
which typically features lower price points, will expand HGV's
price range and help to market to a wider base of Hilton Honors
members, particularly those who would be attracted to an upscale
product rather than HGV's primarily upper upscale product. HGV can
also engage with owners and leverage its offerings to generate
incremental fees related to experiential programming, which has
been popular at Diamond under its Events of a Lifetime platform.

While HGV's and Diamond's captive finance subsidiaries could
experience higher losses in 2021, they had good leverage cushions
entering the COVID-19 crisis. In 2020 and 2019, Diamond experienced
an annualized average monthly default rate of 22.1% and 18%,
respectively, which are probably higher than HGV's comparable
figures. The default rate could remain elevated in 2021 and
increase write-offs on delinquent vacation ownership loans, which
would lead to a moderate deterioration in the captive's
debt-to-equity ratio. HGV and Diamond ended 2020 with captive
debt-to-equity ratios of 1.8x and 2.3x, respectively, which S&P
considers moderate, although it believes they could rise modestly
if default rates remain elevated. If the companies sustain default
rates of more than 5% and pro forma debt to equity of greater than
5x, their captive financial risk could rise significantly enough to
impair their overall financial risk profiles. Higher default rates
and financial risk at their captive finance entities could also
potentially lead to greater cash outlays, to the extent the company
chooses to support the credit quality of its securitized loans or
opportunistically repurchases low-cost timeshare inventory
underlying any defaults.

S&P said, "Notwithstanding these risk factors, we do not currently
believe the captives would significantly weaken the parents'
financial risk in a manner that would lead to a downgrade. The
captives' debt-to-equity ratios currently have a cushion relative
to our 5x downgrade threshold. The companies can likely absorb some
deterioration in their loan losses without impairing their overall
financial risk. Depending on HGV's success at refining Diamond's
sales and underwriting practices, the combined entity could achieve
lower provisioning for loan losses and consumer loan portfolio
default rates that are closer to those of its peer Travel+Leisure
over time. Furthermore, while their annualized loan losses
increased because of the pandemic, these losses represent cyclical
performance rather than a fundamental shift in underwriting
standards and therefore may not trigger us to lower our rating
based solely on this risk factor. We also believe their default
rates will be supported by government stimulus and loan deferral
programs over the near term."

Apollo's continued ownership could be a risk factor over the
intermediate term. Financial sponsor Apollo will have a 28%
ownership stake in the pro forma entity and two board seats, which
could lead to some financial risk over time if it seeks a
negotiated exit from HGV that results in sizable share repurchases.
S&P believes this is a longer-term risk factor that may not affect
the company's near-term credit metrics.

The expected negative outlook on HGV reflects the significant
stress we expect on its revenue and cash flow. S&P said, "It also
incorporates the possibility that we will lower our rating on the
company in the coming quarters if we don't believe the U.S. will
achieve widespread immunization against COVID-19 and restore
consumer confidence by late-2021 such that its timeshare contract
sales could materially recover in late 2021 and 2022."

S&P said, "At the expected 'B+' issuer credit rating, we could
lower our ratings on HGV if its VPG, tour flow, resort occupancy,
EBITDA margin, or progress in integrating Diamond are weaker than
we assume and lead us to forecast that it will sustain
captive-adjusted leverage of more than 6.25x. We could also lower
our ratings if the risk from its captive finance operations rises
enough to impair the parent's financial risk, which could occur if
the captive's adjusted debt to equity remains above 5x or the
annual loan losses in its portfolio increase and remain materially
above 5%.

"At the expected 'B+' issuer credit rating, we could raise our
rating on HGV if we believe the pace of COVID-19 containment and
the recovery in travel are robust enough to enable it to maintain
captive-adjusted debt to EBITDA of less than 5.5x."

S&P's key base-case assumptions include:

-- U.S. real GDP expands by 6.5% in 2021 and by 3.1% in 2022;

-- U.S. consumer spending rises by 6.9% in 2021 and by 4.2% in
2022;

-- Visitation and tour flow recover substantially in 2021 and 2022
based on the current pace of vaccinations in the U.S. and the
recent occupancy data at regional and select destination travel
markets. Over the coming quarters, the combined entity will likely
continue to upsell existing owners by upgrading them to
higher-priced VOI inventory, while also selling to new buyers at
lower price points. Therefore, VPG could remain elevated in the
next few months and begin to decline in the second half of 2021.
Greater closing efficiency on sales with high VPG is typical for
timeshare upgrade sales and entails lower selling and marketing
costs. These dynamics are likely to improve the company's EBITDA
margin in 2021 and 2022 relative to 2020. In late 2021 and 2022, as
visitation substantially normalizes, the company's VPG could
moderate as it resumes an increased level of new owner sales;

-- VOI contract sales in 2021 could be approximately double that
of the level of HGV on a stand-alone basis in 2019 due to the
impact of the Diamond acquisition. VOI contract sales could be
bolstered by new developments, including in Los Cabos, Maui,
Sesoko, Waikiki, and Pigeon Forge, some of which were delayed in
2020 and could be sold at an accelerated pace in the coming
quarters. S&P assumes the company's rental and ancillary revenue
increase at a similar rate as its VOI contract sales;

-- S&P's assumptions translate into total revenue (excluding cost
reimbursements) in 2021 that is about 40%-50% higher than HGV's
stand-alone revenue in 2019 or 12%-18% below 2019 levels on a pro
forma organic basis;
-- S&P said, "In 2022, we assume the company's tour flow continues
to recover while its VPG moderates, possibly back to historical
levels. We also assume a continued recovery in its contract sales
and other segment revenue in 2022 based on our assumption that the
current pace of vaccinations increases and consumers sustain their
propensity to travel. Our placeholder assumption is for VOI
contract sales to rebound by an additional 10% in 2022, which
results in total revenue (excluding cost reimbursements) of 0%-10%
below 2019 levels";

-- Captive-adjusted EBITDA in 2021 is about one-third higher than
HGV's stand-alone level in 2019. S&P said, "We estimate the
company's captive-adjusted EBITDA could rise by 20%-30% in 2022 if
its travel and tour flow continue to rebound. We assume its
captive-adjusted EBITDA margin will be in the 14%-17% range in 2021
before improving to near 2019 levels by 2022";

-- No share repurchases are assumed for the remainder of 2021 and
in 2022;

-- S&P said, "We adjust the company's consolidated financial
statements to remove the effect of the debt, EBITDA, interest
expense, and other cash flow measures generated by its captive
finance operations. HGV could temporarily use the captive's
warehouse facility to fulfill its near-term operating liquidity
needs and we net total cash balances (including the captive's cash)
in our measure of captive-adjusted net debt because we believe the
captive's cash is accessible to the parent and is fungible with
other cash accounts";

-- S&P adjusts the company's credit measures for operating leases
and net cash against debt in its leverage calculations; and

-- In S&P's measure of the captive's debt to equity ratio, it
adjusts equity by adding back general reserves for credit losses.

Based on these assumptions, S&P arrive at the following credit
measures:

-- Captive-adjusted net debt to EBITDA remains very high in the
7x-8x range 2021 before potentially improving to the 5.50x-6.25x
range in 2022 if the recent rebound in travel and timeshare demand
is sustained and continues to ramp up; and

-- Captive-adjusted interest coverage in the 2.50x-3.25x range in
2021 and 2022.

S&P said, "We assess HGV's liquidity as adequate based on its
anticipated sources and uses. We expect the company's liquidity
sources to be at least 1.2x its uses and anticipate that net
sources will remain positive even if its EBITDA underperforms our
forecast by 15%. We believe HGV has a satisfactory standing in the
securities markets based on its traded debt and equity prices.
However, we do not believe the company could absorb high-impact,
low probability events without refinancing. Under its credit
agreement, HGV is required to comply with a consolidated first-lien
net leverage ratio covenant. In 2020, HGV amended the financial
covenant so that the ratio threshold would be 3x beginning after
March 2021. We believe HGV will remain in compliance with its
covenants over the forecast period or obtain a waiver if needed."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- The issue-level rating on the company's proposed $1.3 billion
senior secured term loan is 'BB' with a '1' recovery rating.

-- After the acquisition closes in the summer of 2021, S&P plans
to lower its issue-level rating on the $800 million revolving
credit facility to 'BB', in line with our rating on the proposed
term loan.

-- S&P assumes the pro forma capital structure will comprise about
$1.27 billion of senior unsecured notes, which includes the debt
HGV will raise to complete the transaction and the debt it will
assume from Diamond. S&P believes HGV's and Diamond's senior
unsecured notes will be pari passu through a collateral agreement.

-- S&P said, "Our simulated default scenario contemplates a
default by 2025 due to a severe economic downturn and tighter
consumer credit markets, as well as an overall decline in the
popularity of timeshare as a vacation alternative, which
substantially reduces the demand for HGV's products. A default
could also occur if the company experiences challenges in
integrating Diamond. We also assume a period of illiquidity in the
financial markets for timeshare securitizations and conduit
facilities."

-- S&P assumes a reorganization following the default and used a
6x emergence EBITDA multiple to value the company.

Simulated default assumptions

-- Year of default: 2025
-- Emergence EBITDA: $322 million
-- EBITDA multiple: 6x
-- Revolving credit facility: 85% drawn

Simplified waterfall

-- Net recovery value for waterfall after administrative expenses
(5%): $1.833 billion

-- Obligor/nonobligor valuation split: 95%/5%

-- Estimated senior secured debt claims: $1.97 billion

-- Value available for senior secured debt claims (including 65%
stock pledge from nonobligor group): $1.8 billion

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

-- Estimated unsecured debt and deficiency claims: $1.52 billion

-- Value available for senior unsecured debt claims: $32 million

    --Recovery expectations: 0%-10% (rounded estimate: 0%)

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



HOGAR CARINO: Seeks to Hire Luis Flores Gonzalez as Legal Counsel
-----------------------------------------------------------------
Hogar Carino, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ the Law Offices of Luis
D. Flores Gonzalez as its legal counsel.

The firm will render these legal services:

     (a) file the Debtor's bankruptcy schedules, statement of
financial affairs, and the proposed payment plan; and

     (b) examine the claims, the disclosure statement and other
matters in the Debtor's Chapter 11 case.

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

     Luis D. Flores Gonzalez   $200
     Legal Assistants           $60
     Paraprofessional Persons   $40

In addition, the firm will seek reimbursement for expenses
incurred.

Luis Flores Gonzalez, Esq., an attorney at the Law Offices of Luis
D. Flores Gonzalez, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Luis D. Flores Gonzalez, Esq.
     Law Offices of Luis D. Flores Gonzalez
     Ave. Ponce De Leon 1225
     Suite MZ-9 Vig Tower
     Santurce, PR 00907
     Telephone: (787) 758-3606
     Email: ldfglaw@yahoo.com

                        About Hogar Carino

San Juan, P.R.-based Hogar Carino, Inc. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 21-01181) on April 16, 2021. Elizabeth Noemi Padro
Rivera, vice president, signed the petition. At the time of the
filing, the Debtor disclosed total assets of $176,883 and total
liabilities of $1,568,780. The Law Offices of Luis D. Flores
Gonzalez serves as the Debtor's legal counsel.


HYSTER-YALE MATERIALS: S&P Ups ICR to 'B+' on Proposed Refinancing
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'B+' from 'B'
and its issue-level rating to 'BB' from 'BB-' on Ohio-based lift
truck manufacturer Hyster-Yale Materials Handling Inc.

The stable outlook reflects S&P's expectation for stable credit
metrics despite the increased debt burden, assuming improving
operating performance and adequate liquidity.

S&P said, "Following better than previously expected operating
performance in 2020, we assume Hyster-Yale will maintain its
improved credit measures through 2021. Revenue in 2021 should
benefit from the company's growing backlog of about $1.1 billion in
unfilled orders at the end of fiscal 2020, which equals the backlog
from a year ago, prior to the pandemic. The lift truck markets grew
faster than anticipated in the fourth quarter of 2020, with markets
ending the quarter significantly higher than pre-pandemic levels.
The momentum continues into the first quarter of 2021. We expect
the lift truck market to continue to improve over pre-pandemic
levels and drive increased bookings in 2021. However, the company
is anticipating further pandemic-related global supply chain
constraints, component shortages, shipping container availability
and higher freight costs, as well as material cost inflation. These
factors will pressure EBITDA margins as well as the company's
ability to ramp up production rates. We anticipate earnings
weighted more heavily in the second half of 2021 as the company
adjusts production levels to match market and booking changes. We
expect Hyster-Yale to generate modestly negative-to-zero free
operating cash flow (FOCF) in 2021, as the company uses working
capital to ramp up production and increases capital expenditures
(capex) for the year to support growth initiatives--both funded by
an increase of cash on the balance sheet from the term loan
issuance.

"Leverage will be temporarily inflated after issuance. We expect
leverage to trend toward 4x at the end of the second quarter before
deleveraging to 3x-3.5x over the next 12 months. Although the
company has attempted to implement price increases to offset
inflation pressure, sales within the backlog are price protected.
As a result, we expect production and pricing headwinds to affect
the company for the next quarter or two and to benefit from
increased production and pricing by year-end. Even with these
headwinds, we still anticipate the company to perform favorably
when compared to the second and third quarters of 2020.

"We do not expect Nuvera to break even until 2025. Nuvera is an
alternative-power technology company focused on the design,
manufacture and sale of hydrogen fuel-cell stacks and engines. Once
slated to break even in 2020, a change in strategy has pushed the
break-even period back until 2025 as the company continues to
invest more into the business. The business segment generated about
$36 million in operating losses in 2020 and is a significant
detractor to the company's earnings. Nuvera continues to focus on
serving heavy-duty applications, particularly bus and truck
applications, with its 45 kilowatt (kW) and 60kW engines, which
were both released for sale in late 2020. The company has
accelerated the 45kW and 60kW engine commercialization operations
for the global market and is focusing on ramping up production by
investing in selling, general, and administrative expenses to
develop a commercialized product. We expect the business to grow to
about $200 million in revenues by 2025 from $4 million in 2020."

After the proposed refinancing, the company has manageable debt
maturities; its ample liquidity sources should provide additional
support during this period of inflationary stress. The company's
current cash position of about $103 million and full availability
under its expanded $300 million ABL facility should provide ample
cushion in the near term to fund capex and necessary cash outlays.
In addition, debt maturities are manageable, given its nearest
maturity in 2026 when the company's ABL facility matures.
Furthermore, S&P believes it is unlikely that the ABL revolver
covenant will be tested over the next few quarters, providing
further flexibility during the year.

S&P said, "The stable outlook reflects our expectation for stable
credit metrics despite the increased debt burden, assuming
improving operating performance and adequate liquidity. This should
enable Hyster-Yale to maintain its S&P Global Ratings-adjusted
leverage of 3x-3.5x over the next 12 months, which provides
moderate cushion to absorb potential future volatility in its
EBITDA over the economic cycle."

S&P could lower its rating on the company if:

-- Operating results weaken and we expect adjusted debt to EBITDA
to trend toward 4x and we believe leverage will stay at that level;
or

-- Cash flow is consistently negative, constraining liquidity; or
Hyster-Yale adopts a more aggressive financial policy and
undertakes a large-scale debt-funded acquisition that weighs on its
financial risk profile.

S&P could raise its ratings if:

-- Operating performance prospects improve, and S&P expects the
company's debt leverage to be below 3x and remain at that level on
a sustained basis; or

-- S&P expects the company to significantly expand its EBITDA
margins to be sustained above 11%.



INDUSTRIAL & CRANE: Taps Aaron Shapiro as Litigation Counsel
------------------------------------------------------------
Industrial & Crane Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Aaron Shapiro, Esq., a partner at Connolly Gallagher, LLP, as
special counsel.

Mr. Shapiro will represent the Debtor with regards to all matters
related to the cases styled Department of Labor, ex rel Swiner, et.
al. v. Industrial & Crane Services, Inc., et. al., Case No.
N18C-07-091 DCS, and Romar Offshore Welding Services, LLC v.
Industrial & Crane Services, Inc., et. al., Case No. N176-11—276
RPW, in the Superior Court for the State of Delaware.  

Mr. Shapiro will be compensated at the hourly rate of $600.

Mr. Shapiro disclosed in a court filing that he has no connection
of any kind with the Debtor, its creditors, or any other party in
interest.

The attorney can be reached at:

     Aaron M. Shapiro, Esq.
     Connolly Gallagher, LLP
     1201 North Market Street, 20th Floor
     Wilmington, DE 19801
     Telephone: (302) 757-7300
     Facsimile: (302) 757-7299
     Email: ashapiro@connollygallagher.com

                About Industrial & Crane Services

Industrial & Crane Services, Inc. filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss.
Case No. 20-51464) on Oct. 1, 2020. At the time of the filing, the
Debtor disclosed $1 million to $10 million in both assets and
liabilities. Judge Katharine M. Samson oversees the case.

The Debtor tapped Sheehan & Ramsey, PLLC as bankruptcy counsel, and
Eckert, Seamans Cherin & Mellott, LLC and Connolly Gallagher, LLP
as special counsel.


INSPIREMD INC: Incurs $3.2 Million Net Loss in First Quarter
------------------------------------------------------------
InspireMD, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $3.24
million on $1.01 million of revenues for the three months ended
March 31, 2021, compared to a net loss of $1.98 million on $1.03
million of revenues for the three months ended March 31, 2020.

As of March 31, 2021, the Company had $48.63 million in total
assets, $4.68 million in total liabilities, and $43.95 million in
total equity.

As of March 31, 2021, cash and cash equivalents were $44.0 million
compared to $12.6 million as of Dec. 31, 2020.  During the first
quarter of 2021, the Company raised $35.1 million net through
various equity transactions.

InspireMD said, "As of March 31, 2021, we have the ability to fund
our planned operations for at least the next 12 months from
issuance date of the financial statement.  However, we expect to
continue incurring losses and negative cash flows from operations
until our products (primarily CGuard EPS) reach commercial
profitability. Therefore, in order to fund our operations until
such time that we can generate substantial revenues, we may need to
raise additional funds."

                       Management's Comments

"Our persistent and tireless focus on execution continues as we
build on our quest to change the standard of care in the treatment
of carotid artery disease and stroke prevention, with CGuard EPS
and our novel Micronet mesh.  Our Q1 achievements have set up 2021
to be a meaningful year of progress toward our goals of global
expansion, commercial revenue growth, progress toward FDA approval,
growing our unmatched body of clinical evidence, and
differentiating CGuard as a truly unique and preferred stent
solution for carotid artery disease," said Marvin Slosman, CEO of
InspireMD.

"Most recently, we announced a successful up-listing approval of
our common stock on the Nasdaq Capital Market as a part of a
reverse stock split approved by stockholders.  We believe listing
on Nasdaq will help broaden our stockholder base, increase interest
by institutional and fundamental investors, and create stockholder
value.  The anticipated date for our shares to begin trading on
NASDAQ is May 21, 2021.

"As we ramp up the start of the C-Guardian U.S. pivotal trial for
CGuard EPS -- an important step in our goal to achieve commercial
registration in the United States -- we announced that leading
interventional cardiologist Chris Metzger, M.D., system chair of
clinical research at Ballard Health System in eastern Tennessee,
has accepted a role as principle investigator in the U.S., along
with Piotr Musialek, who will serve as co-principal investigator
focusing on the European enrollment in the trial.  Hart Clinical
Consultants (HCC), a leading Contract Research Organization (CRO),
will spearhead the effort managing the trial execution.

"Executing on our global expansion strategy, we announced this
quarter an agreement with three China-based investment partners who
will be responsible for conducting all necessary registration and
establish distribution for the CGuard EPS in mainland China. This
is a foundational building block for our overall Asia growth plan.
Stroke is the leading cause of death in China, and the country is
believed to be the second largest market for peripheral stent
procedures.  We continue our push to expand into new the markets of
France, Taiwan and Korea.

"Lastly, we have strengthened our balance sheet and cash reserves
and believe that we are well positioned and have the resources
needed to fund our trial, global expansion and build a pipeline of
new products poised to transform the access and delivery of CGuard
EPS.

"Advancing into 2021, we are optimistic and encouraged by the
direction of our business and the potential for CGuard EPS to
change the carotid disease treatment market with the most advanced
stent system available," concluded Mr. Slosman.

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

https://www.sec.gov/Archives/edgar/data/1433607/000149315221010881/form10q.htm

                       About InspireMD Inc.

Headquartered in Tel Aviv, Israel, InspireMD --
http://www.inspiremd.com-- is a medical device company focusing on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease.  A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.

InspireMD reported a net loss of $10.54 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.04 million for the
year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$17.78 million in total assets, $5.61 million in total liabilities,
and $12.16 million in total equity.


INTERPACE BIOSCIENCES: Incurs $4.2-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Interpace Biosciences, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.21 million on $9.83 million of net revenue for the three
months ended March 31, 2021, compared to a net loss of $6.49
million on $9.06 million of net revenue for the three months ended
March 31, 2020.

As of March 31, 2021, the Company had $43.86 million in total
assets, $30.22 million in total liabilities, and $46.54 million in
preferred stock, and a total stockholders' deficit of $32.9
million.

According to Interpace, "The Company's cash and cash equivalents
balance is decreasing and we do not expect to generate positive
cash flows from operations for the year ending December 31, 2021.
We intend to meet our ongoing capital needs by using our available
cash, including the loans from Ampersand and 1315 Capital, as well
as revenue growth and margin improvement; collection of accounts
receivable; containment of costs; and the potential use of other
financing options."

"The Company has and may continue to delay, scale-back, or
eliminate certain of its activities and other aspects of its
operations until such time as the Company is successful in securing
additional funding.  The Company is exploring various dilutive and
non-dilutive sources of funding, including equity and debt
financings, strategic alliances, business development and other
sources."

"The delisting from Nasdaq of our common stock which is now listed
for trading on OTCQX and the Company's inability to use Form S-3
after it filed its Form 10-K for the fiscal year ended December 31,
2020 may each have an adverse impact on our ability to raise
additional capital.  In addition, the Company's announcement on
April 22, 2021 that it is considering strategic, financial and
operational alternatives may have an impact on our ability to raise
additional capital.  The future success of the Company is dependent
upon its ability to obtain additional funding.  There can be no
assurance, however, that the Company will be successful in
obtaining such funding in sufficient amounts, on terms acceptable
to the Company, or at all.  As of the date of this Report, the
Company currently anticipates that current cash and cash
equivalents will be sufficient to meet its anticipated cash
requirements through the end of the second quarter of 2021.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

                        Management Comments

"We are very pleased with our first quarter operating results which
are on track and in accordance with our growth, restructuring and
reprioritization plan," said President and CEO Thomas Burnell.  "As
we progress further into 2021, we expect to build on this momentum
and will be focused on opportunities related to expanded private
payor coverage, market penetration and the pricing of clinical
testing.  We continue to implement new clinical automation
technology, have begun the process of renovating and modernizing
our Pittsburgh clinical services laboratory, and in pharma
services, we are exploring new clinical development capabilities
with the Company's state-of-the-art lab in Morrisville, North
Carolina.  We believe these initiatives will help us drive growth
and enhance shareholder value," added Mr. Burnell.

"Our strong first quarter results were driven primarily by the
positive impact of higher clinical service volume and improved
reimbursement rates," stated Tom Freeburg, CFO of Interpace.  "We
are very excited by the prospect of higher reimbursement rates
across non-Medicare payor categories given positive clinical data
and our recent improvements in Medicare reimbursement.  With the
completion of the transition of pharma services to our state of the
art laboratory in North Carolina, we are now uniquely positioned to
take advantage of new clinical development capabilities which we
believe will further diversify and enhance our overall business."

"We are providing second quarter Fiscal 2021 revenue guidance north
of $11 million," added Mr. Freeburg.

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

https://www.sec.gov/Archives/edgar/data/1054102/000149315221011044/form10-q.htm

                          About Interpace

Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com--
offers specialized services along the therapeutic value chain from
early diagnosis and prognostic planning to targeted therapeutic
applications.  Clinical services, through Interpace Diagnostics,
provides clinically useful molecular diagnostic tests,
bioinformatics and pathology services for evaluating risk of cancer
by leveraging the latest technology in personalized medicine for
improved patient diagnosis and management.  Pharma services,
through Interpace Pharma Solutions, provides pharmacogenomics
testing, genotyping, biorepository and other customized services to
the pharmaceutical and biotech industries.

Interpace Biosciences reported a net loss of $26.45 million for the
year ended Dec. 31, 2020, compared to a net loss of $26.74 million
for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the
Company
had $45.68 million in total assets, $28.23 million in total
liabilities, $46.54 million in preferred stock, and a total
stockholders' deficit of $29.08 million.

Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated April 1, 2021, citing that the Company has suffered operating
losses, has negative operating cash flows and is dependent upon its
ability to generate profitable operations in the future and/or
obtain additional financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  In addition, the Company has been materially impacted by the
outbreak of a novel coronavirus (COVID-19), which was declared a
global pandemic by the World Health Organization in March 2020.
These conditions raise substantial doubt about its ability to
continue as a going concern.


IQ EATERY: Seeks to Hire McCullar & Company as Accountant
---------------------------------------------------------
IQ Eatery, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Florida to employ McCullar & Company as
its accountant.

The Debtor needs the assistance of an accountant to prepare its tax
returns and provide other services.

The hourly rates of McCullar & Company's professionals and staff
range between $80 and $250. In addition, the firm will seek
reimbursement for expenses incurred.

Prior to the petition date, the Debtor owed the firm $4,091.47 for
its pre-bankruptcy services.

Robert McCullar, a certified public accountant at McCullar &
Company, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

     Robert McCullar, CPA
     McCullar & Company
     2441 U.S. Highway 98 West, Suite 108
     Santa Rosa, FL 32459
     Telephone: (850) 622-0888
     Facsimile: (850) 622-5678
     Email: admin@mccullarcpa.com

                          About IQ Eatery

IQ Eatery, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Fla. Case No. 21-30210) on April 5, 2021, listing
under $1 million in both assets and liabilities. Judge Karen K.
Specie oversees the case. The Debtor tapped Stichter Riedel Blain &
Postler, PA as legal counsel and McCullar & Company as accountant.


JAKKS PACIFIC: Incurs $24 Million Net Loss in First Quarter
-----------------------------------------------------------
JAKKS Pacific, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $24.05 million on $83.84 million of net sales for the three
months ended March 31, 2021, compared to a net loss of $12 million
on $66.56 million of net sales for the three months ended March 31,
2020.

As of March 31, 2021, the Company had $298.41 million in total
assets, $301.99 million in total liabilities, $2.07 million in
preferred stock, and a total stockholders' deficit of $5.65
million.

As of March 31, 2021, the Company had working capital of $107.8
million, compared to $112.6 million as of Dec. 31, 2020.

Operating activities used net cash of $7.0 million in the three
months ended March 31, 2021, as compared to $18.9 million in the
prior year period.  Net cash during the three months ended March
31, 2021 was primarily impacted by a decrease in accrued expenses,
accounts payable and reserve for sales returns and allowances, and
an increase in prepaid expenses and other assets, partially offset
by a decrease in accounts receivable.  Net cash during the three
months ended March 31, 2020 was primarily impacted by a decrease in
accounts payable, accrued expenses and reserve for sales returns
and allowances, partially offset by a decrease in accounts
receivable. Other than open purchase orders issued in the normal
course of business related to shipped product, the Company has no
obligations to purchase inventory from its manufacturers.  However,
the Company may incur costs or other losses as a result of not
placing orders consistent with its forecasts for product
manufactured by its suppliers or manufacturers for a variety of
reasons including customer order cancellations or a decline in
demand.  

As part of the Company's strategy to develop and market new
products, the Company has entered into various character and
product licenses with royalties/obligations generally ranging from
1% to 25% payable on net sales of such products.  As of March 31,
2021, these agreements required future aggregate minimum royalty
guarantees of $33.7 million, exclusive of $15.1 million in advances
already paid. Of this $33.7 million future minimum royalty
guarantee, $21.6 million is due over the next twelve months.

The Company's investing activities used net cash of $1.5 million in
the three months ended March 31, 2021, as compared to using net
cash of $1.6 million in the prior year period, and consisted
primarily of cash paid for the purchase of molds and tooling used
in the manufacture of its products.

The Company's financing activities used cash of $0.2 million for
the three months ended March 31, 2021 and 2020, consisting of the
repurchase of common stock for employee tax withholding.

As of March 31, 2021, the Company has $125.3 million (including
$5.5 million in PIK interest) of outstanding indebtedness under a
First Lien Term Loan Facility Credit Agreement and the Company has
no outstanding indebtedness under an amended and extended Credit
Agreement with Wells Fargo Bank, National Association.  The Company
also has a $6.2 million PPP Loan under the PPP provided under the
CARES Act.

                      Management Commentary

JAKKS Chairman and CEO Stephen Berman stated, "We had an excellent
beginning to 2021, with strong sales growth in many product lines,
a healthy increase in gross margins, and tight cost controls.  We
delivered the best first quarter operating results since 2015, with
significant improvement in sales, gross margin, adjusted net income
and adjusted EBITDA.  These results reflect the efforts we have
made to broaden our product line, reduce our operating costs and
cut interest expense.

"During the quarter, we drove double-digit sales increases in all
of our toy divisions: Boys, Girls and Seasonal.  We saw strong
sales of products tied to video games, including Nintendo, Sonic
the Hedgehog and Apex: Legends, a near doubling of sales in Disney
Princess, solid initial sales of Raya and the Last Dragon, and
continued strength in Black & Decker.  We also registered strong
sales of our own brands such as Perfectly Cute and Redo
Skateboards.  These sales gains easily offset the expected sales
decreases we saw in Frozen, Frozen 2, and Fly Wheels.

"We are especially pleased by our continued success in reducing our
operating costs, as reflected by our strong increase in gross
margin and lower SG&A costs.  Looking toward the balance of the
year, we expect to continue to benefit from lean retail inventories
and lower operating costs.  Our retail POS trends remain positive,
and we have a well-balanced line of new and continuing products
planned for the holiday season.  As we have for our 27-year
history, we will focus on proven play patterns and our partnerships
with world-class license partners and highly recognizable brands.

"As 2021 unfolds, we expect to see a return to more normal patterns
of shopping, gift-giving and celebrating Halloween.  We believe we
are set up very well for a year of increased sales, improved EBITDA
and a strengthened financial position, which we expect to generate
strong momentum and can position us well for 2022 and beyond."

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1009829/000118518521000633/jakkspacif20210331_10q.htm

                        About Jakks Pacific

JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer
and marketer of toys and consumer products sold throughout the
world, with its headquarters in Santa Monica, California.  JAKKS
Pacific's popular proprietary brands include; Fly Wheels, Kitten
Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose
Mountain, Maui, Kids Only!; a wide range of entertainment-inspired
products featuring premier licensed properties; and C'est Moi, a
new generation of clean beauty.

Jakks Pacific reported a net loss of $14.14 million for the year
ended Dec. 31, 2020, compared to a net loss of $55.38 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$329.37 million in total assets, $314.69 million in total
liabilities, $1.74 million in preferred stock, and $12.94 million
in total stockholders' equity.

Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2006, included a "going concern" paragraph in its report
dated March 19, 2021, citing that the Company's primary sources of
working capital are cash flows from operations and borrowings under
its credit facility.  The Company's cash flows from operations are
primarily impacted by the Company's sales, which are seasonal, and
any change in timing or amount of sales may impact the Company's
operating cash flows.  The Company owes $124.5 million on its term
loan and has borrowing capacity under its credit facility of $37.3
million as of Dec. 31, 2020.  During 2020, the Company reached an
agreement with its holders of its term loan and the holder of its
revolving credit facility, to amend the New Term Loan Agreement and
defer the Company's EBITDA covenant requirement until March 31,
2022 and reduced the trailing 12-month EBITDA requirement to $25.0
million.  Based on the Company's operating plan, management
believes that the current working capital combined with expected
operating and financing cashflows to be sufficient to fund the
Company's operations and satisfy the Company's obligations as they
come due for at least one year from the financial statement
issuance date.


JONATHAN D. KEEVERS: Selling Haverhill Property for $435K
---------------------------------------------------------
Jonathan D. Keevers and Shawna F. Keevers ask the U.S. Bankruptcy
Court for the District of New Hampshire to authorize their private
sale, all of their right, title and interest in certain real
property with the improvements thereon located at 91 Howard Street,
in Haverhill, Massachusetts, to Freddy German and Yinna D. Lorenzo
for $435,000.

On a post-petition basis, by agreement dated April 26, 2021, Debtor
Jonathan D. Keevers entered into a conditional Purchase and Sale
Agreement  for the sale of the Property to the Buyers for the sum
of $435,000.  On a pre-petition basis, the Property was a
multi-family income producing property of the Debtors.

The sale of the Property proposed is to be free and clear of all
liens, claims, interests, and encumbrances, with such liens,
claims, interests and encumbrances to attach to the proceeds in the
order of their priority.

The holders of interests in the Property are, in order of priority,
as follows:

     a. City of Haverhill, MA (Real estate taxes) - $1,000

     b. Select Portfolio servicing, Inc. (First Mortgage) -
$118,499

     c. HarborOne Bank (Second Mortgage) - $1 million

     d. Berkley Insurance Co. (Judicial Lien) - $3 million

     e. Concord Lumber (Judicial Lien) - $82,000

     Total Encumbrances - $4,201,499

The Property had been marketed using conventional methods via the
listing of the Property with William Vaquerano and Cameron Real
Estate Group of Wakefield Massachusetts, licensed real estate
brokers.  Pursuant to the terms of the Agreement, compensation is
to be paid to the broker on apercentage basis in the total amount
of 6% of the sale price for the Property.  Cameron Real Estate
Group is to receive 4% commission and Lillian Montalto Signature
Properties International, LLC is to receive 2% commission.

The Debtors seek approval for the distribution of the sale proceeds
at the time of sale.  Specifically, they ask that the real estate
taxes and the claims of Select Portfolio Servicing and HarborOne
Bank, be paid at the time of closing, as well as all ordinary and
usual closing adjustments and costs, such as recording fees and
transfer taxes.

The Debtors propose to pay, from sale proceeds at time of closing,
a fee of 6% of the sales price to the brokers listed.  To the
extent that approval is required for this provision, the Debtors
request such approval.

The Debtors seek the sale of the Property as set forth, and payment
of claims as described.  They propose that all the liens,
interests, and encumbrances on the property attach to the proceeds
therefrom in the order of their priority, and to be paid as
provided.

The Debtors have submitted and filed therewith a Notice of Intended
Private Sale for purposes of solicitation of higher offers and,
counteroffers, and objections, and the Debtors request the
Honorable Court to allow the sale to take place upon the terms and
conditions set forth in the Agreement and subject to the terms and
provisions of the Motion.  They also request that the Court
approves the Notice of Intended Private Sale, to the extent
required, for issuance.

A copy of the Agreement is available at
https://tinyurl.com/b46ae8fh from PacerMonitor.com free of charge.

Jonathan D. Keevers and Shawna F. Keevers sought Chapter 11
protection (Bankr. D.N.H. Case No. 20-10963) on Nov. 23, 2020.  The
Debtors tapped Michael Feinman, Esq., at Feinman Law Office as
counsel.



JUSTIN L. DELAIN: Proposes to Liquidate Wood and Stone Inventory
----------------------------------------------------------------
Justin L. Delain asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin to authorize the sale of the majority of the
wood and stone inventory currently on site at 3190 Water Division
Road, in Denmark, Wisconsin.

The Debtor has not yet filed a Chapter 11 Plan of Reorganization,
but has expressed an intention to liquidate the Property, which
premises the Debtor had previously rented, and which premises were
purchased by Eric Schwartz on approximately March 30, 2021.

The estate has an interest in the Property that majority of which
is located at Water Division Road, with some additional beams and
boards located at the Debtor's shop at 5334 Shady Acres Road,
Denmark, WI 54208.  There is a vast quantity of reclaimed barn
timbers, wood beams, and other wood inventory, as well as some
stone inventory, which has remained at Water Division Road, both
outside on the approximately 10 acre premises, as well as inside
the warehouse located on site.

The Debtor is also filing an application to employ Urban
Evolutions, Inc., out of Appleton, Wisconsin, as broker for the
estate.  Jeff Janson is the owner and operator of Urban Evolutions,
Inc., and has for 20 years been in the business of buying and
selling materials of the type that the Debtor has at Water Division
Road, and has already identified some potential purchasers who have
expressed interest in the inventory on hand.

As laid out in the Application to Employ, Urban Evolutions will be
employed to market the inventory, procure buyers, facilitate the
sales, and coordinate the payment for and removal of the sold
inventory.  In the event there is residual wood or other inventory
left after closing on direct sales, and it is deemed more efficient
to conduct a final auction of whatever remains, Mr. Janson will
assist in facilitating the auction as needed, and has already
identified a company that can be used to remove any remaining
unsold wood from the site, if the same is not worth retaining.

It is anticipated that sales will close as full semi loads are
packed for shipment, and this will take some time (i.e., it is
likely to be a multiple week long process), but should result in
steady proceeds coming in, as buyers inspect and close on the
purchase of inventory, and ship it off site.  Mr. Janson will
confirm the loads for shipment, and the prices, and receive payment
prior to shipping any inventory.  As sales are closed and money is
received, Mr. Janson will prepare reports of sale identifying what
was sold, the sale price, and the disposition of proceeds,
including the gross sale price, commission paid, any cost advances
reimbursed, any other costs of sale paid from the proceeds, lien
payments, and disbursements to the Debtor or other 3rd parties as
may be directed by the Court.

Costs of sale, other than commission fees, are expected to include
$1,700 per month in rent to Eric Schwartz, who recently purchased
the Water Division Road premises, with two months' rent paid
initially.  Additional costs of sale will include approximately
$3,000 per month in rental fees for a telehandler, which should
significantly improve the speed and efficiency of loading purchased
inventory on semis.  Lastly, there may be labor or trucking costs
incurred, which is likely to depend on the ability of the Debtor,
Broker, and individual Buyer(s) to handle the labor themselves, and
in the event outside labor is required to facilitate a specific
sale, the Broker anticipates building that cost into the purchase
contract, such that this type of cost shouldn’t diminish the
overall net proceeds of the sale(s).

The Property is subject to the following liens and encumbrances of
record: Bank of Luxemburg has a lien on all of the inventory. The
Stipulation,  approved by Court Order at Docket # 81, confirmed
that the balance owed to the bank as of March 17, 2021 was
$79,100.43 (including principal, interest, and attorneys fees
through that date, plus $500 for the appraisal, and $3,399.93 for
rent payments made in February and March of 2021).  

The Motion proposes to pay the agreed $79,100.43 from available
funds without further order being required.  Upon information and
belief, the Bank has incurred additional rent expense for the Water
Division property in April 2021, and may have additional allowable
attorneys fees and/or interest accruals since March 17, 2021, all
of which will be agreed by the parties or determined by the Court
prior to payment, and upon confirmation or approval of any
additional amounts, such additional amounts will also be paid as
approved by the Court.

The Property's value has been in question throughout the case.  The
Bank commissioned an appraisal from Rodney Schleis which indicated
a liquidation value of between $80,000 to $100,000.  The Debtor
believes the fair market value to be significantly higher than
that, if the inventory is marketed to targeted buyers, as is
contemplated.  

Janson has reviewed the inventory outdoors at Water Division Road,
and believes a reasonably quick sale, or set of sales to various
buyers, can be closed over the next two months, with gross proceeds
up to or beyond $200,000 based on what he viewed on site and the
Debtor's count of board feet.  This could ultimately be
significantly higher, but will depend on the overall quality of the
wood, which will be determined as the sale process progresses.  Mr.
Janson has not been able to review the inventory located inside the
warehouse at Water Division Road in person yet, but based on
pictures and a description of the quantity and type of wood there,
anticipates a value in the range of approximately $150,000, in
addition to the value of the assets located outside.

The Debtor requests authorization for the Broker to sell the
Property to willing buyers as they are identified by Mr. Janson.
It is anticipated that there will be multiple distinct sales,
depending on the exact needs of the buyers who review the available
inventory and submit offers.  The Debtor will rely on Mr. Janson's
experience and expertise to facilitate and close sales at
appropriate prices, and close sales soon as practicable as buyers
are procured.   

The sales will be free and clear of liens, with liens to attach to
the proceeds of sale.

Proceeds of sales will be disbursed as follows:

      a. First, the 10% commission to Urban Evolutions, Inc. will
be paid from all sale proceeds received, along with reimbursement
of any out-of-pocket costs incurred by Mr. Janson.  The Debtor
requests that the Court approves this commission and authorizes Mr.
Janson to disburse the Broker's commission and cost
reimbursement(s), if any, at closing of the sales.  The commissions
will be paid as sales are closed, rather than requiring separate
fee applications for each sale, or deferral of payment until a
final fee application is filed after all sales are concluded.
Before disbursement of the commission and any costs, Mr. Janson
will provide Debtor's attorney with a report of sale for each
purchase.

      b. Next, the Debtor will pay costs of sale other than as
outlined, which will include the following:

            i. $3,400 to Eric Schwartz, the new owner of Water
Division Road, to cover two months' of rent payments.  Mr. Schwartz
has indicated that upon payment of this rent, the warehouse
premises (which contain the dried / treated wood inventory) will be
made available, which is necessary to facilitate the sales
contemplated by the Debtor and Mr. Janson;

            ii. Equipment rental costs, expected to be $3,000 per
month;

            iii. Any additional labor or trucking costs payable to
third parties, which are expected to be factored into the sales
price if such costs are necessary.

      c. Next, the lien balance owed to Bank of Luxemburg will be
paid until satisfied in full.  Any such payment will be disbursed
from the Urban Evolutions, Inc. account, upon confirmation of the
payment amount by the Debtor's Counsel or as may be directed in
separate Court Order.

      d. Last, following the payment of all items described, all
remaining funds will be remitted from the Urban Evolutions' account
into the Debtor's DIP bank account, or as otherwise ordered by the
Court.

The Debtor and Mr. Janson do not contemplate that there will be a
separate buyer's commission or premium charged at closing of any
sales, but are not foreclosing the possibility.  Any such Buyer's
Commission would be the subject of negotiation by the Broker and
prospective Buyer in connection with any particular sale.  In the
event there is a Buyer's Commission charged or added to any sale,
the commission paid to Urban Evolutions will be based on the total
purchase price plus Buyer's Commission, but will be adjusted to
avoid double payment.

The Debtor will coordinate with Mr. Janson to file reports of sale
with the Court as sales are closed, identifying the date of sale,
what inventory was sold, to whom, the sales price, and the
disposition of proceeds.   

Finally, the Debtor asks that the Stay of Order contained in
F.R.B.P. 6004 be waived, in order to allow the sales to proceed as
outlined.

Justin L. Delain sought Chapter 11 protection (Bankr. E.D. Wisc.
Case No. 21-20818) on Feb. 19, 2021.  The Debtor tapped John Menn,
Esq., at Steinhilber Swanson LLP as counsel.



KAFKA CONSTRUCTION: Unsecured Creditors to Have 2% Recovery in Plan
-------------------------------------------------------------------
Kafka Construction, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York a Disclosure Statement for Chapter
11 Plan dated May 11, 2021.

Over the past 30 years or so, Kafka and the New York City School
Construction Authority (the "SCA") entered into various contracts
with the SCA concerning the construction and improvement of certain
capital improvement projects (the "Projects"). In or about 2016, a
dispute arose between the parties in connection with the Project
known as P.S. 63M contract number 000013515, and on June 14, 2016,
the SCA terminated the contract.  

After removal of the state court proceedings, the parties became
engaged in extensive negotiations over two years to resolve all
claims in the adversary proceedings and the claims filed by the SCA
in the bankruptcy case. Those negotiations resulted in a settlement
of $2,500,000 and other consideration which was approved by Order
of the Court dated October 21, 2020 (the "SCA Settlement").

Under the SCA Settlement, the SCA will pay the Debtor's attorney to
deposit in Debtor's attorney's IOLA account the contract balances
owed ($2.5MM) on the various projects and waive any distribution on
the SCA's proof of claim. The Debtor has thus far received the sum
of $2,400,000.00 of the SCA Settlement. There is a $100,000 hold
back under the SCA Settlement for the 2 projects to be closed out
(Curtis HS and PS-369K), dismissal of the adversary proceedings,
and mutual releases. The proceeds of the SCA Settlement will fund
the Plan.

Class 6 consists of all Allowed General Unsecured Claims. Holders
of Allowed General Unsecured Claims shall neither receive nor
retain any property on account of such General Unsecured Claim
under the Plan; provided; however, that in the event all Allowed
Claims in Classes 1 through 5 have been satisfied in full, the Plan
or as otherwise agreed to by a holder of any Allowed Claim in
Classes 1 through 5; in exchange for full and final satisfaction,
settlement, release of Allowed General Unsecured Claims, Holders of
Allowed General Unsecured Claims shall be paid any distributions as
set forth in Article IV (B) of the Plan.

General Unsecured Claims in the amount of approximately $14,000,000
have been filed or scheduled, which the Debtor believes will amount
to approximately $1,400,000 in total claims receiving a
distribution under this Class 6 (based on proposed Claim Objections
and waivers of distribution (i.e., SCA and Berkley)). It is
anticipated that the Debtor will have approximately $30,000 on hand
after full Plan payments to Classes 1-5, which will allow a
distribution to the allowed General Unsecured Claims receiving a
distribution under the Plan. The estimated percentage recovery is
approximately 2%.

Class 7 includes equity securities in the Debtor, including but not
limited to stock in the Debtor. Holders of Allowed General
Unsecured Claims shall neither receive nor retain any property on
account of such Allowed Interests under the Plan; provided,
however, that in the event that all Allowed Claims in Classes 1
through 6 have been satisfied in full in accordance with the
Bankruptcy Code, Plan or as otherwise agreed by a holder of any
Allowed Claim in Classes 1-6, in exchange for full and final
satisfaction, settlement, release of Holders of the Allowed
Interests shall be paid any distributions as set forth in Article
IV(B) of the Plan.

The proceeds and profits from each Completed Construction Projects,
as detailed in the SCA Settlement Agreement, shall be distributed
by the Debtor through the Disbursing Agent, subject to the Plan and
any Court Orders affecting same.

A full-text copy of the Disclosure Statement dated May 11, 2021, is
available at https://bit.ly/3yfZS4I from PacerMonitor.com at no
charge.

Attorneys for the Debtor:

     SPENCE LAW OFFICE, P.C.
     Robert J. Spence, Esq.
     55 Lumber Road, Ste 5
     Roslyn, New York 11576
     516-336-2060

                    About Kafka Construction

Kafka Construction Inc., a general contractor in Long Island, New
York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
18-42637) on May 7, 2018.  In the petition signed by Costas
Katsifas, president, the Debtor estimated at least $50,000 in
assets and $1 million to $10 million in liabilities.  The case is
assigned to Judge Elizabeth S. Stong.  The Debtor is represented
by
Robert J. Spence, Esq. at Spence Law Office, P.C.


KAISER ALUMINUM: Moody's Rates New $500M Sr. Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Kaiser Aluminum
Corporation's new $500 million senior unsecured notes due 2031. All
other ratings, including the SGL-1 Speculative Grade Liquidity
Rating, are unchanged. The outlook is stable. The proceeds from the
new notes will be used to redeem the 6.50% senior unsecured notes
due 2025 and for general corporate purposes.

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: Kaiser Aluminum Corporation

Senior Unsecured Notes, Assigned B1 (LGD4)

RATINGS RATIONALE

Kaiser's Ba3 Corporate Family Rating (CFR) reflects the robust
market position of its semi-fabricated aluminum mill products in
the commercial aerospace & defense, beverage and food packaging,
automotive and general industrial end markets, and its
long-standing customer relationships with airframe manufacturers,
tier one automotive suppliers and large metal service centers. The
credit profile is also supported by the company's recent
acquisition of Alcoa Corporation's Warrick Rolling Mill assets,
adding a non-cyclical, consumer-centric aluminum can and food
packaging business that will increase Kaiser's scale and improve
its end-market diversity. The company's strong liquidity position
is a key consideration supporting its credit profile. The company
benefits from the pricing model that allows it to pass through
aluminum costs on the majority of its sales through contracts that
mitigates the impact of aluminum price volatility. However, the
credit profile is constrained by the company's modest size and
significant customer concentration.

An unprecedented disruption in global economic activity in 2020 had
a pronounced negative impact on the two-key end-markets for Kaiser
- commercial aerospace sector and, briefly, automotive industry. As
a result, Kaiser generated Moody's-adjusted EBITDA of $153 million
in 2020, down 29% compared to 2019, which along with increased debt
levels resulted in high leverage of 5.9x. Despite the significant
decline in volumes and value-added revenues, Kaiser generated $110
million in free cash flow in 2020 by cutting costs, reducing
discretionary expenditures and drawing down on inventories.

Moody's expects Kaiser earnings to evidence material improvement in
2021 with EBITDA, as adjusted by Moody's, rising to about $220-230
million, supported by improving fundamentals in the automotive
industry, contribution from the recently acquired aluminum can and
food packaging business and the continued growth in the defense and
general engineering segments. Moody's expect the aerospace segment
to remain weak in 2021 and, likely, in 2022. Moody's estimates that
Kaiser's leverage, measured as debt/EBITDA, will decline to about
4.5-4.7x in 2021 from 5.8x in 2020, higher than Moody's previous
estimate given the increase in debt levels post the issuance of the
new notes. Leverage is expected to improve to low 3x by the end of
2022. Moody's also expect Kaiser to be modestly free cash flow
negative in 2021 with all of the operating cash flow absorbed by
higher capex and Warrick integration spending. Kaiser's ample
liquidity is expected to support the projected cash burn without
impacting its liquidity profile.

The stable outlook reflects Moody's expectations that Kaiser's
performance will exhibit a solid rebound over the next 12 to 18
months and that the company will maintain a strong liquidity
profile. The stable outlook also assumes that leverage, measured as
Moody's-adjusted debt/EBITDA, will return to levels commensurate
with Ba3 rating or better in 2022.

Kaiser faces a number of ESG risks typical for a producer of
flat-rolled and extrusion aluminum products with respect to air
emissions, wastewater discharges, site remediation amongst others,
and is subject to many environmental laws and regulations in the
areas in which it operates. However, Kaiser is also a significant
user of aluminum scrap with recycled aluminum and other metals
accounting for more than 50% of all material used in its remelt and
casting operations. The addition of the aluminum packaging business
which typically has even higher recycling rates is expected to
further lower the energy intensity of the company's operations per
unit of production. Social risks are relatively acute with 62% of
the company's workforce unionized. The governance risk is below
average as the company has followed a balanced capital allocation
policy, remaining disciplined with M&A and shareholder returns.

Kaiser's SGL-1 speculative grade liquidity rating reflects its very
good liquidity profile supported by $128 million in cash as of
March 31, 2021 and $367 million of borrowing availability under the
$375 million asset-based revolver (ABL) maturing in October 2024.
Proforma the transaction, total available liquidity will increase
to $600 million. The ABL matures in October 2024 and availability
under the revolver is based on advances against eligible accounts
receivable, inventory, and certain eligible machinery and
equipment. Moody's do not expect the company to draw on the ABL.
The company is expected to maintain compliance with its covenant -
a minimum fixed charge coverage ratio covenant of 1.0:1.0, which is
only applicable if borrowing availability under the revolving
credit facility is less than $30 million, which is less than 10% of
the committed facility.

The B1 rating of the new senior unsecured notes reflects the notes'
effective subordination to the secured debt (ABL). The notes are
guaranteed on a senior unsecured basis by each subsidiary guarantor
of the asset-based revolver.

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

Moody's would consider an upgrade of Kaiser's credit ratings if
leverage (adjusted debt/EBITDA) improves to below 3.5x, interest
coverage (adjusted EBIT/Interest) increases to above 3x and an
adjusted EBIT margin to above 7% on a sustained basis. Expectations
of sustainable positive Moody's adjusted free cash generation is
also a prerequisite the ratings upgrade.

Kaiser's ratings could be downgraded if liquidity, measured as cash
plus revolver availability, evidences a material deterioration, if
the company makes debt-financed acquisitions at aggressive
multiples or resumes its share repurchasing program before the
recovery in its key end-markets, return to Moody's adjusted free
cash flow generation and improvement in debt protection metrics.
Expectations of significantly prolonged production rate cuts by the
company's customers or an extended slump in the commercial
aerospace demand could lead to the negative pressure on the
ratings. Quantitatively, ratings could be downgraded if the
adjusted EBIT margin is expected to sustain below 5%.

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

Kaiser Aluminum Corporation, based in Foothill Ranch, California,
currently operates 14 fabricating facilities throughout North
America (13 in the US, and 1 in Canada). Kaiser produces
value-added sheet, plate, extrusions, rod, bar, and tube primarily
for aerospace, automotive, and general engineering market segments
and aluminum sheet for packaging industry. The Company generated
$1.17 billion in revenues in 2020.


KAISER ALUMINUM: S&P Rates New $500MM Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '4'
recovery rating to specialty aluminum products company Kaiser
Aluminum Corp.'s proposed $500 million senior unsecured notes due
2031. The '4' recovery rating indicates S&P's expectation for
average (30%-50%; rounded estimate: 45%) recovery in the event of a
payment default. The company plans to use the proceeds from the
proposed notes to repay the existing Senior Notes due 2025 and for
general corporate purposes. S&P's ratings are based on preliminary
terms and conditions.

S&P's existing ratings on Kaiser Aluminum are unchanged.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P rates Kaiser Aluminum Corp.'s senior unsecured notes, which
comprise its proposed $500 million notes due 2031 and existing $500
million notes due 2028, 'BB' with a '4' recovery rating.

-- The '4' recovery rating indicates S&P's expectation for average
(30%-50%; rounded estimate: 45%) recovery in the event of a payment
default.

-- S&P assesses the company's recovery prospects based on a
reorganization value of approximately $730 million, which reflects
our emergence EBITDA assumption of $133 million and a 5.5x
multiple. The $133 million emergence EBITDA figure incorporates our
adjusted assumption for minimum capital expenditure of 2.5% of
revenue and S&P's standard 15% cyclicality adjustment for issuers
in the metals and mining downstream sector.

-- The 5.5x multiple is in line with the multiples S&P uses for
other companies in the metals and mining downstream sector.

-- S&P's simulated default scenario contemplates a substantial
deterioration in the company's operating performance in 2026
stemming from difficulties related to weakening demand for aluminum
and increased competition from imports. These factors could occur
due to weakness in the company's end markets, especially autos and
aerospace, that reduces its margins.

-- S&P's recovery analysis assumes that, in a hypothetical default
scenario, Kaiser's asset-based lending (ABL) facility would be
fully covered. Its assumes a 60% utilization rate for the company's
$375 million ABL facility at default, which results in about $230
million outstanding at default.

Simulated default assumptions

-- Simulated year of default: 2026
-- EBITDA at emergence: $133 million
-- Implied enterprise value multiple: 5.5x
-- Gross enterprise value: $730 million

Simplified waterfall

-- Net enterprise value (after 5% administrative cost): $695
million

-- Priority claims (ABL revolving facility): $233 million

-- Value available for unsecured claims: $462 million

-- Estimated senior unsecured notes claim: $1,022 million

    --Recovery expectations: 30%-50% (rounded estimate: 45%)

sNote: All debt amounts at default include six months of accrued
prepetition interest.



KATHLEEN ELIZABETH BELL: Files Notice of Approved Property Sale
---------------------------------------------------------------
Kathleen Elizabeth Bell filed with the U.S. Bankruptcy Court for
the District of Nevada a notice of entry of an order authorizing
her sale of the real property located at 6560 Beacon Road, in Las
Vegas, Nevada to Gerald M. Eakin for $285,000, free and clear of
all liens.  

A copy of the Order is available at https://tinyurl.com/dhbuazk2
from PacerMonitor.com free of charge.

Kathleen Elizabeth Bell sought Chapter 11 protection (Bankr. D.
Nev. Case No. 10-22685) on July 7, 2010.  The Debtor's Chapter 11
Plan was confirmed on June 13, 2011.



KERWIN BURL STEPHENS: Seven Ten Offers $1.9M Cash for Godley Land
-----------------------------------------------------------------
Kerwin Burl Stephens asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of his 152.50-acre
tract of land located near Godley, Texas, to Seven Ten Land &
Cattle Co., LLC, for a cash price of $1,906,250.

The Debtor is the owner the Godley Land.  He proposes to sell it to
the Buyer.  The Debtor has no affiliation with the Buyer or its
principal, Blake Freeman.  To evidence the proposed sale of the
Godley Land, the Debtor asks approval from the Court to enter into
a Farm & Ranch Contract with the Buyer covering the Godley Land.
The Contract provides for a 60-day termination option and closing
by July 15, 2021.  The Buyer has indicated a willingness to close
faster if possible.

The Godley Land is subject to a mortgage in favor of BancCentral,
National Association which secures the Debtor's obligation to
reimburse the Bank.  Exhibit B is a copy of a Deed of Trust,
Security Agreement, Assignment of Leases, Rents and Profits and
Fixture Filing executed by the Debtor, Gail Stephens, Thunderbird
Development, LLC, as grantors, in favor of Kyle D. Hughbanks, as
trustee for the benefit of the Bank, and which is recorded as
instrument no. 2017-13542 in the official property records of
Johnson County, Texas.

The Bank has issued the Letter of Credit which backs the
supersedeas bond issued by U.S. Specialty Insurance Co. dated July
7, 2017, in the amount of $6,205,657.50.  Once the Bond is drawn,
the Surety who issued the Bond will then have the right to draw
against the letter of credit issued by the Bank.  The Debtor, in
turn, is obligated to reimburse the Bank for any draw made by the
Surety against the letter of credit.  Hid obligations to reimburse
the Bank for any draw against the letter of credit are secured by
deed of trust liens against various tracts of real property owned
by the Debtor.  This includes without limitation the Deed of Trust
against the Godley Land.   

Consequently, once the Bond is drawn, the Surety will draw against
the letter of credit issued by the Bank, thereby triggering a
liability by the Debtor to the Bank in the amount of approximately
$5.9 million.  The proceeds for the proposed sale of the Godley
Land will satisfy approximately one-third of this liability to the
Bank.

The Debtor seeks authority to sell the Godley Land free and clear
of liens, claims, and interests, including the lien of the Bank
pursuant to the Deed of Trust, with all liens to attach to the
Sales Proceeds.  

From the Sales Proceeds, the Debtor seeks leave to pay ordinary
closing costs and costs of sale, including, without limitation, the
costs of a survey and the premium on a title policy for the
purchaser.  In addition, to the extent not already paid, he seeks
leave to pay all 2020 real estate taxes assessed against the Godley
Land.  The property taxes for 2021 will be prorated as set forth in
the Contract.   

To the extent that the Bank's secured debt has been fixed through a
draw against the letter of credit by the Surety on the Bond, the
Debtor moves the Court to allow to him to pay the net sales
proceeds, after deducting costs of sales as outlined, to the Bank
for application to the principal balance of the debt.  To the
extent that the Bank's debt has not be fixed by a draw against the
letter of credit, the Debtor moves the Court to authorize the title
company closing the sale, Brazos Title, LLC, 517 4th Street,
Graham, Texas, 76450 to hold the funds in escrow pending further
order of the Court.  The Debtor owns an interest in the Title
Company, along with one of his sons.   

The Debtor asks that any stay be waived so that the order approving
the sale will be effective immediately.  This includes the stay
pursuant to Bankr. R. 6004(h).

A copy of the Contract is available at https://tinyurl.com/72j7fevh
from PacerMonitor.com free of charge.

Kerwin Burl Stephens sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 21-40817) on April 7, 2021.  The Debtor tapped J. Forshey,
Esq., as counsel.



KESSER ABRAHAM: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Kesser Abraham, LLC
        151 Innovation Street
        Suite 260G
        Elyria, OH 44035

Business Description: Kesser Abraham, LLC is a Single Asset Real
                      Estate debtor (as defined in 11 U.S.C.
                      Section 101(51B)).  The Debtor is the fee
                      simple owner of a property located at 30-36
                      East Independence Street, Shamokin,
                      Northumberland County, Pennsylvania having a

                      current value of $895,000.

Chapter 11 Petition Date: May 13, 2021

Court: United States Bankruptcy Court
       Middle District of Pennsylvania

Case No.: 21-01084

Judge: Hon. Henry Van W. Eck

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA LAW FIRM
                  135 North George Street
                  York, PA 17401
                  Tel: 717-484-4900
                  Fax: 717-843-9039
                  Email: lyoung@cgalaw.com

Total Assets: $895,000

Total Liabilities: $2,730,983

The petition was signed by Abraham M. Knopfler, sole member.

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

https://www.pacermonitor.com/view/ATGEV3I/Kesser_Abraham_LLC__pambke-21-01084__0001.0.pdf?mcid=tGE4TAMA


KK FIT: May Use Cash Collateral Until Final Hearing Date
--------------------------------------------------------
Judge Henry W. Van Eck authorized KK Fit, Inc. to use cash
collateral on an interim basis, pursuant to the budget, until the
date of the final hearing on the motion.

The Court ruled that:

   * the Debtor must pay PeoplesBank, A Codorus Valley Company,
$15,000 not later than 15 days after the date of the current order,
as a condition to the Debtor's use of cash collateral.  The amount
paid shall be applied by the Bank to accrued and unpaid interest on
the Debtor's loans in such order and proportions as the Bank may
determine in its sole discretion.

   * the Bank is granted a replacement lien in all of the Debtor's
post-Petition assets including inventory, receivables, cash and the
proceeds thereof and all other assets of the Debtor in which the
Bank held a lien and security interest pre-Petition, as security
for any diminution in value of the Debtor's pre-Petition cash
collateral, to the extent said liens existed and in such priority
as existed pre-Petition.

   * In the event that the post-Petition collateral is insufficient
to cover for such diminution, the Bank shall have a super priority
administrative claim with priority over all other administrative
claims, except for attorneys' fees and costs of the Debtor's
attorneys up to $5,000, plus any pre-petition retainer, during the
interim period, and fees to the Subchapter V Trustee, which amounts
shall be pari passu with the Bank's administrative claim.

   * cash collateral shall not be used to pay pre-petition debts to
vendors, shareholders, officers or any other pre-existing debt
junior in priority to PeoplesBank, except as permitted by further
Court order.

Objections must be filed on or before 14 days from the date of the
current order.  In the event any objections are filed, a final
hearing on the Motion will be held on June 8, 2021 at 10:30 a.m.
Otherwise, the current order becomes the final order.

A copy of the Order is available for free at https://bit.ly/3bhd4wf
from PacerMonitor.com.

                        About KK Fit, Inc.

KK Fit, Inc., f/k/a Gold's Gym, filed a Chapter 11 petition (Bankr.
M.D. Pa. Case No. 21-01035) on May 7, 2021 in the U.S. Bankruptcy
Court for the Middle District of Pennsylvania.

The Debtor estimated assets between $100,000 and $500,000, and
liabilities between $1 million and $10 million as of the Petition
Date.  The petition was signed by Kurt Krieger, president.




KNB HOLDINGS: S&P Raises ICR to 'CCC+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
KNB Holdings Corp. to 'CCC+' from 'CCC-'. S&P raised its
issue-level ratings on the company's first-lien term loan to 'CCC+'
from 'CCC-'. The '4' recovery rating is unchanged, indicating its
expectations for average (30% to 50%; 40% rounded estimate)
recovery in the event of a payment default.

S&P said, "The stable outlook reflects our expectation that
operating performance will continue to improve and that the company
will be able to extend its revolver maturity, although leverage is
likely to remain high for the next two years.

"We expect the company's profitability to continue to recover. The
company's fiscal year ended Dec. 31, 2020, pro forma (excluding
divestiture) revenues decreased only 1.3%, reflecting double-digit
declines in the first half of the year and double-digit growth in
the back half. The first half declines were because of retail store
closures related to the pandemic and consumer spending pullback.
Retailer reopenings and a rebound in consumer spending on household
products fueled the second-half recovery. Additionally, as
consumers spent more time at home, they reallocated spending from
travel and leisure categories to home goods categories. Adjusted
EBITDA grew by over 50% from fiscal 2019 due to improved channel
mix (the company grew its e-commerce presence), price increases
that offset tariff impacts, cycling of a one-time customer issue,
and cost savings through furloughs and other actions. We expect
consumers to continue to spend on home and wall décor products for
the remainder of 2021 as consumer mobility remains limited, though
we expect spending to moderate in 2022 due to the vaccine rollout
and resumption of normalized spending behaviors. We also expect the
company to continue to manage its costs tightly to preserve
profitability and liquidity.

"Debt leverage remains high. The company's adjusted debt to EBITDA
for the fiscal year ended Dec. 31, 2020, was about 10.7x, an
improvement from 16x in 2019. We believe leverage will remain high
for at least the next 12 to 24 months given the company's continued
EBITDA recovery and high debt levels. We expect high-single-digit
sales growth and margins in the 8%-9% range to drive leverage down
to 9.0x-9.5x in 2021. The company also has payment-in-kind (PIK)
interest on a $25 million private first-lien tranche that presents
a growing liability. We also treat outstanding balances on the
company's trade receivables program as debt. We believe meaningful
deleveraging requires a restoration of EBITDA to fiscal 2018 levels
or better."

Cash flow improved and the company has begun paying down its
revolver. The company's free operating cash flow (FOCF) for fiscal
2020 was about break-even, an improvement from negative levels in
2019. Higher profits and working capital improvements drove the
increase in cash flow. S&P expects continued modest improvements in
cash flow for 2021 but forecast slightly positive levels. In Jan.
2021, the company completed the divestitures of its custom framing
businesses in the U.S. and Europe, with combined proceeds of about
$42.5 million. These assets required heavy investment and were
lower margin, and the divestitures will improve the company's
margin profile. Management used proceeds to reinvest in the
business and pay down balances on its revolver, of which $30
million was outstanding on Dec. 31, 2020. The company's $70 million
asset-based lending (ABL) revolver is current and will mature on
April 26, 2022. S&P expect the company to extend the maturity in
the coming months, though if we no longer believe that to be the
case, this could negatively impact our liquidity and ratings
assessment on the company. The company also has an accounts
receivable factoring facility that further supports liquidity.

The company's market position in the niche and highly fragmented
affordable home décor market is strong, and its exposure to
consumer discretionary spending trends is significant. KNB derives
the majority of its sales from its home décor, lighting, and wall
décor segments, and maintains long-standing relationships with its
top customers. S&P said, "We expect KNB to resume acquisitions
after it stabilizes the business. We expect the company to
diversify its business into adjacent categories and increase its
scale in home décor, which includes portable lighting, accent
furniture, and hardwire lighting. The company will likely target
smaller companies that fit well with KNB's outsourced manufacturing
model, which gives it greater operating flexibility and requires
less capital spending. Rising commodity, container, and freight
costs are a key risk into next year, but we expect the company will
be able to implement price increases and implement productivity
initiatives to mitigate the effects."

The stable outlook reflects S&P's expectation that profitability
will improve. However, leverage remains high and the company needs
to restore lost EBITDA from the past few years.

S&P could lower the ratings or revise the outlook to negative if we
believe the risk of the company defaulting within 12 months has
risen. This could happen if we believe:

-- The company will not be able to extend the revolver maturity
over the next few months;

-- Its liquidity position deteriorates due to declining demand for
home goods;

-- Cash flows drop due to weaker orders or higher costs that could
result in a near-term required debt payment miss; or

-- Weakened operating profitability increases the risk of a
covenant breach in the event it is triggered.

S&P could raise the ratings if it believes:

-- The company can generate stronger earnings and free cash flow
such that S&P believes the capital structure will be sustainable,
resulting in leverage sustained below the double-digit area and
improved liquidity; and

-- EBITDA interest coverage remains above 1.5x through sustained
improved operating performance.



KONTOOR BRANDS: S&P Ups ICR to 'BB-' on Strong Consumer Sentiment
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Greenboro,
N.C.-based Kontoor Brands Inc. to 'BB-' from 'B+'. At the same
time, S&P raised its issue-level rating on the company's secured
debt to 'BB-' from 'B+'. The '3' recovery rating remains
unchanged.

The stable outlook reflects S&P's expectation that the company's
credit metrics will continue to improve as it laps severely
stressed quarters in 2020, and that it will continue to generate
healthy profitability and cash flow as consumer demand remains
robust for the next 12 months.

The company is recovering faster than expected post-pandemic due to
stronger consumer demand. U.S. consumer confidence has been boosted
by the latest stimulus package and the accelerated roll out of
vaccinations. Kontoor's first-quarter revenue grew 29%, well above
its previous guidance of growth in the low-double digits area. S&P
said, "Even though we still believe the apparel industry will
continue to navigate an uncertain year due to a congested global
supply chain, higher input costs, and volatile consumer
preferences, we now believe consumer sentiment has improved
materially for discretionary apparel compared to our previous
assessment. We believe consumers are purchasing apparel as travel
and social gatherings resume. In addition, after severe inventory
cuts last year, the company's inventory position remains lean
compared to anticipated demand, therefore we believe promotional
activities will likely remain low for the next six months. As such,
we now believe the company's leverage will improve to mid- to
high-2x area by the end of 2021, compared to our previous
expectation of mid-3x. In addition, we now project the company will
generate approximately $175 million of free operating cash flow for
2021,compared to our previous expectation of approximately $140
million."

The company's largest ERP implementation in North America went live
successfully, which significantly lessens operational risks. The
company is entering it last phase of operational initiatives to
upgrade and establish its own operations systems after its spin-off
from VF Corp. in 2019. It continues to execute against its original
plan despite the unprecedented challenges of remote working last
year. S&P said, "We view its North America go-live as the riskiest
phase of this process, but the completion of this stage will
significantly lessen operational disruptions normally associated
with a large-scale enterprise resource planning (ERP)
implementation. Europe is the company's last remaining region
scheduled to complete its implementation by the second half of
2021, and given its track record thus far, we expect the transition
will be smooth."

S&P said, "We believe the company's operational improvement is
sustainable, as its brand and infrastructure investments position
it well to capture the casualization trend of the workplace
wardrobe. The company continued its brand and channel development
throughout the pandemic, and accelerated investments in its digital
channels to meet consumer purchasing preferences. The company's
digital penetration was low pre-pandemic, but it grew significantly
over the past 12 months. We expect this channel will continue to
grow as U.S. consumer shopping experiences online have
significantly improved from industrywide investments in this
channel. In addition, the company's new customer wins, such as Lee
with Walmart and Wrangler with Scheels, will allow it to capture
share from competitors as consumer sentiment rebounds.

"We project the company's adjusted leverage will be below 3x by the
end of 2021. We believe event risk and incremental investments
could prevent the company from reducing leverage below 3x. Per our
calculation, 2021 will likely be the first time since the spin-off
that adjusted leverage will approach management's target of below
3x. We expect the company to establish a shareholder return cadence
commensurate with this range in the next 12 months. In addition,
the company is nearing the end of Horizon 1 investment initiatives,
and will now move on to Horizon 2 investments, which would offer
more insight into profitability and credits metrics in 2022. The
company outlined its Horizon 1 initiatives when the spin-off
occurred, as key technology investments were needed to be a
stand-alone company and improve its global distribution channels.
Although brand revitalization and supply chain optimization work
has already began, we believe this will likely be the focus of the
company's Horizon 2 initiatives. We expect the company's investor
day on May 24 will provide more details.

"The stable outlook reflects our expectation that credit metrics
will continue to improve as it laps severely stressed quarters in
2020, and the company will continue to generate strong
profitability and cash flow as consumer demand remains robust for
the next 12 months."

S&P could raise its ratings if the company continues to grow and
leverage remains below 3x. This could occur if:

-- The company wins new customers and expands into new categories,
signifying further evidence that Wrangler and Lee's brand position
has fundamentally improved.

-- The company continues to report satisfactory profitability
despite incremental investments, continued supply chain and input
cost pressure.

-- It continues to manage its balance sheet conservatively,
including adjusted leverage below 3x.

S&P could lower its rating on the company if it underperforms our
expectations, and leverage remains above 4x. This could occur if:

-- There are unfavorable developments in key regions pertaining to
the pandemic.

-- Consumer demand for discretionary apparel falls because
economic conditions worsen.

-- Its brands and products fall out of favor with consumers,
causing demand to drop and the loss of key customers such as
Walmart.



LAKE CECILE RESORT: Court Approves Use of Cash Collateral
---------------------------------------------------------
Judge Karen S. Jennemann authorized Lake Cecile Resort Inc. to use
cash collateral to pay expenses according to the budget until
further Court order.  The budget provided for $43,597 in total
monthly expenses, including $14,000 for insurance.  The Debtor may
exceed the budget up to 5% per line item.

Judge Jennemann also authorized the Debtor to pay other
Court-approved expenses, including U.S. Trustee quarterly fees, and
additional amounts as may be expressly approved in writing by the
Debtor's secured creditors.  

The Court further ruled that:

   * the Secured Creditors and other creditors asserting an
interest in the cash collateral shall have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the pre-petition lien.

   * the Debtor shall maintain insurance coverage for its property
pursuant to the terms of the loan obligations and security
documents with the Secured Creditors.

The Debtor's Secured Creditors include Best Meridian Insurance Co.;
Best Meridian International Insurance Co., SPC; Florida Department
of Revenue; Orange County Tax Collector; Osceola County Tax
Collector, Osceola County; Office of Commission Auditor, Osceola
County, Florida; Code Enforcement Board; Premier Elevator Company
Inc.; Sunbelt Rentals Inc.; and Tohopekaliga Water Authority.

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

                     About Lake Cecile Resort

Lake Cecile Resort Inc. is an Orlando, Fla.-based company primarily
engaged in renting and leasing real estate properties.

Lake Cecile Resort sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01060) on March 12,
2021.  In the petition signed by Mary T. Nguyen, president, the
Debtor disclosed between $10 million and $50 million in both assets
and liabilities.  Judge Karen S. Jennemann oversees the case.
David R. McFarlin, Esq. at Fisher Rushner, P.A. is the Debtor's
legal counsel.



LEWISBERRY PARTNERS: May Use Cash Collateral Thru June 14
---------------------------------------------------------
Judge Eric L. Frank authorized Lewisberry Partners, LLC to use cash
collateral pursuant to the budget, with a 10% variance allowed to
the Debtors over and above the budgeted amounts, until June 14,
2021.  The Debtor will use the cash collateral for its business
operations.

The budget through the date of the next hearing on June 9, 2021,
provided for these total expenses:

     $12,919 for the week ending May 19, 2021;

      $1,665 for the week ending May 26, 2021;

      $7,500 for the week ending June 2, 2021; and

      $2,100 for the week ending June 9, 2021.

Before the Petition Date, the Debtor entered into a secured Note
and Security Agreement with Loan Funder LLC, Series 7693, pursuant
to which Loan Funder was granted a first priority mortgage on the
Properties of the Debtor.  In connection with the Note and Security
Agreement, the Debtor granted an assignment of rents to Loan Funder
as security for the obligations under the Note.  

In April 2021, after the Petition Date, the Lewisberry Mortgage was
assigned by Loan Funder to U.S. Bank National Association, not in
its individual capacity but solely as Trustee of the HOF Grantor
Trust I -- "U.S. Bank" or in connection with Loan Funder, the
"Lender".  Fay Servicing LLC is the servicer to U.S. Bank, as
Trustee of the HOF Grantor Trust I.

The Court ruled that, as adequate protection for use of the
Lender's cash collateral from the Petition Date forward, the Lender
is granted Replacement Liens to the same extent and priority
existing on the Petition Date, including with respect to the net
proceeds of sale of the three properties which have been sold by
the Debtor pursuant to the Bankruptcy Court's order dated February
19, 2021. Replacement security interests, under Section 361(2) of
the Bankruptcy Code, to the extent the cash collateral of the
Lender is used by the Debtors, shall be to the extent of, and with
the same priority in the Debtor's post-petition collateral, and
proceeds thereof, that the Lender held in the Debtor's pre-petition
collateral.

A copy of the order, with the budget, is available for free at
https://bit.ly/3fcP2nt from PacerMonitor.com.

Written objections to the Debtor's request for further interim use
of cash collateral must be filed and served by June 4, 2021.

Further hearing on the motion is on June 9, 2021 at 11 a.m. in
Bankruptcy Courtroom No. 1, Robert N.C. Nix, Sr., Federal Building
& Post Office, 900 Market Street, 2nd Floor, Philadelphia,
Pennsylvania.

                  About Lewisberry Partners, LLC

Lewisberry Partners, LLC is primarily engaged in renting and
leasing real estate properties. It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327)
on February 9, 2021. In the petition signed by Richard J. Puleo,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.

Judge Eric L. Frank oversees the case.

Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP
is the Debtor's counsel.



LIFEPOINT HEALTH: S&P Alters Outlook to Pos., Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on LifePoint Health, Inc. to
positive from stable, and affirmed its ratings on LifePoint,
including the 'B' issuer credit rating.

S&P said, "The positive outlook reflects our belief that
LifePoint's progress in improving operating performance and lower
capital expenditures will improve free cash flow to above $200
million in 2021, excluding CARES reimbursement and above $250
million in 2022, which would result in credit quality consistent
with a 'B+' rating. Still, we believe there is some risk to our
base case for lower leverage and better cash flow due to the
uncertainty about the lingering effects of the pandemic, as well as
some uncertainty around the company's long-term financial
policies."

The outlook revision reflects expectations for lower leverage and a
large improvement in cash flow.

S&P said, "We believe the company has sufficient cash on its
balance sheet to repay the Medicare advanced payments it received
under the Accelerated and Advance Payments program, and deferred
payroll tax payments that are part of the CARE's ACT, We do not
expect any further calls on balance sheet cash because we expect
LifePoint's operations will generate, good free cash flow In 2021
we expect free cash flow (excluding advanced Medicare and deferred
tax repayments which will be repaid with existing cash reserves) of
about $200 million, a large improvement from 2019. The cash flow
improvement relative to 2019 largely follows a decrease in interest
expense and capital expenditures."

LifePoint operates 88 acute care hospitals in the highly fragmented
hospital service industry, with additional out-of-hospital
facilities and behavioral units. Its peer group includes other
for-profit hospital companies that focus in smaller markets such as
Community Health Systems Inc. (CCC+/stable). While Community is
larger than LifePoint, it has struggled and is currently downsizing
and is in the midst of extensive turnaround efforts. LifePoint has
performed more consistently and has superior cash flow generation.
While LifePoint has emerged as a leading small-market operator, its
profile, including good scale and diversification, is modest
compared with larger operators likeHCA Inc.(BB+/Stable/--) and
Tenet Healthcare Corp. (B/Positive/--).

While COVID-19 cases significantly decreased to about 5% of
admissions in March 2021 and elective procedures are increasing and
leading to an increase in outpatient surgeries, volume continues to
be suppressed due to continued deferral of certain lower acuity
elective procedures and continued declines in emergency visit. S&P
Said, "While we expect the number of COVID-19 cases to continue
declining as a percentage of total admissions, we believe the
number may flatten out at a higher percentage than some of the
urban hospital peers, as LifePoint serves some communities that
have had lower vaccination rates. Additionally, with the decline in
ED volumes, mostly in the lower acuity cases, we expect some of the
ED volume may not return as patients have explored alternative
sites of care, such as primary physicians, urgent care centers and
telehealth. Finally, we expect the currently elevated net revenue
per adjusted admission to begin to decline to levels closer to
historical norms and that payor reimbursement pressure to find
alternate sites for care outside the hospital will increase
further."

The risk to the credit profile should patient volume not fully
recover to pre-COVID-19 levels may not be significant.  S&P said,
"We believe LifePoint's same-hospital patient volumes may not need
to fully return to pre-pandemic levels to improve on its
pre-COVID-19 credit profile. We expect LifePoint's case mix index
and overall patient acuity will likely decline from its current
elevated level, but remain above historical levels because of
permanent changes in patient referral patterns, ongoing efforts to
steer low-acuity patients to lower-cost venues, and lasting changes
in patient behavior. Consequently, we expect revenue per equivalent
admission will decline from current levels but may remain above
pre-pandemic levels in 2021 and likely beyond."

S&P said, "The positive outlook reflects our belief that
LifePoint's progress in improving operating performance and lower
capital expenditures will improve free cash flow to above $200
million in 2021, excluding CARES reimbursement and above $250
million in 2022, which would result in credit quality consistent
with a 'B+' rating. Still, we believe there is some risk to our
base case for lower leverage and better cash flow due to the
uncertainty about the lingering effects of the pandemic, what the
'new normal' looks like, as well as some uncertainty around the
company's long-term financial policies.

"We could revise the outlook on LifePoint back to stable if the
company is unable to achieve the operating and cash flow
improvements we assume in our base case. This could occur if
patient mix and volume trends are unfavorable, or if there are
unfavorable reimbursement or regulatory events. We could also
revise our outlook to stable if the company adopts more aggressive
financial policies than we currently envision, such as using
improved cash flow to finance shareholder-friendly activity.

"We could raise our ratings on LifePoint if we believe the company
can sustainably generate discretionary cash flow to debt of at
least 2.5% while maintaining its leading position and strong
margins and maintaining leverage below 7x. Given the nonrecurring
nature of advanced Medicare payments and other stimulus measures,
our calculation of cash flow will exclude the receipt and repayment
of advanced Medicare repayments and deferred payroll tax
repayments."



LOYE GRADING: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Loye Grading & Tree Service, Inc. asks the U.S. Bankruptcy Court
for the Middle District of North Carolina, Greensboro Division, for
authority to use cash collateral and provide adequate protection.

The Debtor requires the use of cash collateral to pay its
operational needs including the cost of maintaining the business,
payment of wages and salaries, purchase and use of inventory, and
other normal expenses incurred in the ordinary course of the
Debtor's business and as a result of the filing of the Chapter 11
proceeding.

The Debtor's financial difficulties stem from the Covid-19
situation and loss of revenue. The contract with the State is based
on six cuttings per season at $25,000 per cut. The State however is
not bound by the number of cuts per season. Due to Covid-19, the
State reduced the total times the Debtor performed in 2020 to three
at only $20,000 per cut and the loss of a $300,000 job with private
individual resulting in a significant loss of income. Despite the
loss of income, Loye was still responsible for payments on
equipment and to other lenders leading to the necessity of the
Chapter 11 filing.  For 2021 the Debtor has retained its State
contracts and is anticipating five seasonal cuts. Based on the
normal mowing cycle, the Debtor is confident that it will be able
to propose a confirmable Plan of Reorganization.

On April 18, 2017, CHTD Co., as secured party, filed a UCC
Financing Statement with the North Carolina Secretary of Slate
claim a security interest in all of the Debtor's assets. While the
UCC was filed by CHTD, the actual secured party is Direct
Capital/CIT Bank, NA. The UCC was issued in conjunction with the
purchase of 2002 Liebherr R974B Litronic Excavator. The Debtor
currently owes $57,234.21 to CIT.

On July 11, 2020, the U.S. Small Business Administration filed a
UCC Financing Statement with the North Carolina Secretary of State
claim a security interest in all of the Debtor's personal property.
The Debtor currently owes approximately $150,000 to the SBA.

The UCC lien of CHTD and SBA constitute cash collateral as it is
defined in 11 U.S.C. Section 363(a).

As adequate protection, the Debtor proposes to pay $800 per month
to CIT as adequate protection payments beginning on June 15, 2020.

The Debtor asserts that the SBA lien on cash collateral has zero
value and the debt to the SBA is a general unsecured claim.

The Debtor also asserts that CIT and SBA will be adequately
protected by continuing to allow it to maintain a security interest
in the property which was held pre-petition having the same
priority and rights in the collateral as it had pre-petition
including post-petition accounts and accounts receivables.

A copy of the motion and the Debtor's projected weekly budget
beginning May 10 and ending June 13, 2021, is available for free at
https://bit.ly/3vWFuDY from PacerMonitor.com.  The Debtor projects
$19,000 in ordinary income and total expenses of $9,960 during the
week of June 7 to 13.

              About Loye Grading & Tree Service, Inc.

Loye Grading & Tree Service, Inc., established in June 1997,
contracts with the State of North Carolina in order to mow the
medians of highways in Rockingham County.  It also provides
demolition services, tree services to municipalities, private
individuals and corporations, and grading and other construction
related services. The Company's president is Ricky W. Loye.  His
wife Pamela is the majority shareholder.

Loye Grading sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D.N.C. Case No.  21-10257) on May 10,
2021. In the petition signed by Rickey W. Loye, president, the
Debtor disclosed up t
o $500,000 in both assets and liabilities.

Dirk W. Siegmund, Esq., at IVEY, MCCLELLAN, GATTON & SIEGMUND
represents the Debtor as counsel.



LOYE GRADING: Taps Ivey, McClellan, Gatton & Siegmund as Counsel
----------------------------------------------------------------
Loye Grading & Tree Service, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ Ivey, McClellan, Gatton & Siegmund as its legal counsel.

The firm will render these legal services:

     (a) investigate and examine contracts, leases and other
related documents;

     (b) determine the rights and priorities of lienholders;

     (c) advise the Debtor in the preservation of its properties
and assets; and

     (d) assist the Debtor in general to administer its estate.

The firm's hourly rates for primary attorneys and paralegals who
will work on this matter are as follows:

      Dirk W. Siegmund      $350
      Charles M. Ivey, III  $500
      Samantha K. Brumbaugh $350
      Darren A. McDonough   $350
      John M. Blust         $300
      Charles M. Ivey, IV   $250
      Melissa M. Murrell    $125
      Tabitha D. Coltrane   $125
      Janice Childers       $100

In addition, the firm will seek reimbursement for expenses
incurred.

Prior to the petition date, the firm received $5,000 from the
Debtor.

Dirk Siegmund, Esq., a partner at Ivey, McClellan, Gatton &
Siegmund, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

     Dirk W. Siegmund, Esq.
     Ivey, McClellan, Gatton & Siegmund, LLP
     100 South Elm Street, Suite 500
     Greensboro, NC 27401
     Telephone: (336) 274-4658
     Facsimile: (336) 274-4540

                About Loye Grading & Tree Service

Loye Grading & Tree Service, Inc. filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C.
Case No. 21-10257) on May 7, 2021, listing under $1 million in both
assets and liabilities. Rickey W. Loye, president, signed the
petition.  Judge Benjamin A. Kahn oversees the case.  Ivey,
McClellan, Gatton & Siegmund, LLP serves as the Debtor's legal
counsel.


LPL HOLDINGS: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to LPL Holdings,
Inc.'s proposed new $400 million senior unsecured notes due 2031.
LPL's rating outlook remains unchanged at stable.

Assignments:

Issuer: LPL Holdings, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba2

RATINGS RATIONALE

The rating assigned to the senior unsecured notes is in line with
the LPL's existing Ba2 senior unsecured debt rating.

LPL's Ba1 corporate family rating and stable outlook reflect the
firm's strong franchise as the largest independent broker dealer in
the US, with over 17,000 financial advisors, and a leading provider
of financial advice to retail investors. LPL's rating and outlook
also reflect the firm's resilient profitability in facing a
challenging operating environment, flexible expense management,
increasing scale and its favorable shift in revenue mix towards
recurring advisory asset fees.

Moody's said that LPL plans to utilize the net proceeds of the
proposed $400 million senior unsecured notes to fund its recently
closed Waddell & Reed acquisition. Moody's anticipates LPL's
Moody's-adjusted proforma debt leverage to increase to around 3.3x
following the debt-raise, up from 2.8x as of the first quarter of
2021 (excluding debt extinguishment costs). Moody's said that LPL
has indicated its asset retention levels from the Waddell & Reed
acquisition has been around 95%, and has exceeded its initial
expectation of 70%. This improved asset retention has led to higher
expected onboarding and integration costs, up to $110 million from
$85 million at the time of the announcement of the transaction in
the fourth quarter of 2020. At the same time, run rate EBITDA
benefit have also increased to more than $80 million, up from LPL's
$50 million initial assumption, a credit positive.

LPL's outlook is stable, reflecting Moody's expectation that LPL's
profitability will continue benefiting from a growing mix of
advisory revenue, offsetting the revenue drag from the lower
interest rate environment.

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

LPL's ratings could be upgraded should its competitive position
within the wealth management space further improve, resulting in an
increase in pretax earnings above $800 million and increased profit
margins; continued demonstration of prudent financial policies and
strategic approach to inorganic growth, resulting in maintaining
Moody's-adjusted debt leverage below 2.5x.

LPL's ratings could be downgraded should there be a shift in its
financial policy that significantly increases debt to fund
shareholder-friendly capital plans; M&A activity outside of LPL's
main business focus that would result in a sustained level of
Moody's-adjusted debt leverage above 3.5x; or should there be a
significant failure in LPL's regulatory compliance or technology
infrastructure.

The principal methodology used in this rating was Securities
Industry Service Providers Methodology published in November 2019.


LPL HOLDINGS: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on LPL Holdings Inc. to
stable from negative. S&P also affirmed its 'BB+' issuer credit and
senior secured debt ratings on LPL, as well as its 'BB' senior
unsecured rating.

The outlook revision reflects LPL's improved performance and strong
growth, which S&P believes will propel strong profitability and
lower debt to EBITDA, as per LPL's debt covenant calculation, to
about 2x. Pro forma for the new $400 million of senior unsecured
notes being issued to term out the funding of the recently closed
Waddell & Reed acquisition, covenant debt to EBITDA was 2.34x, up
from 2.11x as of March 31.

S&P said, "The stable outlook reflects our expectation that LPL
will maintain solid liquidity and successfully integrate Waddell &
Reed, as well as onboard the M&T Bank and BMO Harris business. We
expect this new business and continued organic growth to support
strong profitability and debt to EBITDA, as per its covenant
calculation, of about 2x."

Over the next 12 months, S&P could lower the ratings if it
expected:

-- Leverage (as defined by the firm's credit agreement) to be over
3x, either because of deteriorating market conditions or aggressive
financial management; or

-- Excess liquidity to deteriorate materially.

An upgrade is unlikely over the next 12 months. Over the longer
term, S&P could raise the ratings if the firm continues to grow and
perform well and builds capital.



LUTHERAN SOCIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lutheran Social Services of North Dakota
        3911 20th Avenue South
        Fargo, ND 58103

Business Description: Lutheran Social Services of North Dakota is
                      a statewide social ministry providing
                      nonprofit housing, disaster recovery,
                      counseling and therapy and other services.

Chapter 11 Petition Date: May 13, 2021

Court: United States Bankruptcy Court
       District of North Dakota

Case No.: 21-30203

Judge: Hon. Shon Hastings

Debtor's Counsel: Michael S. Raum, Esq.
                  FREDRICKSON & BYRON, P.A.
                  51 Broadway, Suite 400
                  Fargo, ND 58102-4991
                  Tel: 701-237-8200
                  Fax: 701-237-8220
                  E-mail: mraum@fredlaw.com

Debtor's
Real Estate
Broker:           CBRE, INC.

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alex J. Dybsky, director of Lighthouse
Management Group Inc., as CRO.

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

https://www.pacermonitor.com/view/4NG3OWI/Lutheran_Social_Services_of_North__ndbke-21-30203__0001.0.pdf?mcid=tGE4TAMA


MARCOS DEVARIE DIAZ: Sister Buying San Juan Property for $215K
--------------------------------------------------------------
Marcos Devarie Diaz and Aixa Morales ask the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the sale of the real
property located at 1301 Jose de Diego Avenue, Urb. Puerto Nuevo,
in San Juan, Puerto Rico, to Dr. Norma Devarie for $215,000.

Schedule AB Part 1.4, filed by the Debtors under penalty of
perjury, lists the Real Property with a listed value of $215,000 as
per appraisal dated June 8, 2020 (Exhibit A).  

The Real Property is encumbered with senior liens in favor of
Bautista REO PR Corp., who is holder of first ranking promissory
note in the principal amount of $368,000, modified to $341,796 and
second ranking promissory note in the principal amount of
$51,007.93.  The total amount due on account of Bautista's
promissory notes, as per proof of claim #20 filed in main case
20-04865, is $601,831.15.

The Real Property is also encumbered with a tax lien in favor of
the Commonwealth of Puerto Rico (Puerto Rico Department of Treasury
"Hacienda"), in the amount of $116,079.30.  Said amount is not owed
by Debtors to Hacienda as per objection to claim #3 filed on this
same date.  The extent and validity of said tax lien is the object
of adversary proceeding 21-00045 MCF, as the value of the Real
Property is far below the amounts owed on account of first and
second ranking liens in favor of Bautista.  Therefore, there is no
equity to support a security interest in favor of Hacienda on
account of said tax lien.

Since January 2021, the Debtors have been engaged in good faith
negotiations with Bautista and parties are expected to file an
agreement during the month of May 2021 for the payment of $215,000
in favor of Bautista, in exchange for the release of liens
encumbering the Real Property.

In order to allow prospective buyer to complete the necessary due
diligence and allow for the prompt administration of the bankruptcy
estate, the Debtors propose the sale of the Real Property which
will allow for the payment of the lump sum to Bautista as per
Chapter 11 SubChapter V plan of reorganization to be presented to
the Court by April 29, 2021.

The bankruptcy estate in the captioned case includes real property
which the Debtors represents that they will sell.  The real
property is inscribed at the Registry of Property for the Third
Section of San Juan, Puerto Rico.  Title study of real property
identified as Exhibit B shows that the described property is
recorded and titled in favor of Marcos Devarie Díaz and Aixa
Morales Fontanez.

The Debtors represent that they have received the following offer
and/or communication in connection with the sale of the Real
Property, summarized as follows: The Buyer has presented a firm
offer for the purchase of the aforementioned real property.  The
sum offered is $215,000, to be bought "where is and as is," under
the terms and conditions described, and to be held within a period
of 90 days from the filing of the Motion and upon the Court's entry
or order approving sale, whichever is later.

The Buyer will assume payment of all costs of sale including but
without limitation to notary fees and expenses, stamps, vouchers,
and payment of property taxes which may be owed to the "Centro de
Recaudacion de Ingresos Municipales."  The good faith offer is fair
and reasonable as it constitutes the entire amount of the value of
the Real Property as per independent appraisal made on June 8,
2020.

The Debtors disclose that potential buyer is the sister of Debtor,
Marcos Devarie Díaz, and she is also a creditor in the case with
unsecured claim #15 filed on Feb. 1, 2021.  There is no agreement
between the Buyer and the Debtors other than the sale of the Real
Property as disclosed and no credit bit has been offered, will be
tendered, or will be honored as payment for the Real Property.  At
closing, the Buyer will deliver payment in the amount of $215,000
in favor of secured creditor Bautista.  The Debtors will not
receive any benefit from the sale of the Real Property, nor will
they participate from any income generated by the Real Property.

Title study shows promissory notes in the amounts of $368,000,
modified to $341,796.00, and $51,007.93.  The holder of the notes
is secured creditor Bautista who has been proposed payment of
$215,000 in full payment of all outstanding secured claims over the
Real Property.  The Debtors have complied with post-petition
monthly adequate protection payments of $4,500.

The sale of Real Property will be completed free and clear of
liens, all liens to attach to proceeds.  The following funds will
be distributed at closing from the product of proposed sale:
Bautista REO PR Corp. - $215,000.

Cancellation of liens over Real Property in favor of Bautista and
the Commonwealth of Puerto Rico , will be performed via order and
writ to be requested by the Debtors upon completion of sale and
disbursement of funds as disclosed.

Unless a party in interest files a written objection, with a copy
thereof served to the Debtors' counsel within 21 days from the date
of the Notice, the Debtors will complete the sale contemplated
herein and adjudicate the sale in favor ofthe Buyer, upon the terms
set forth.

The Buyer will take possession of the Real Property immediately
upon full payment of the purchase price and upon execution of sales
deeds.  Any preservation expenses accrued on the Real Property upon
final adjudication and closing of the sales deeds will be at
Buyer's sole cost and expense.

A copy of the Contract and the Exhibits is available at
https://tinyurl.com/sp582mtc from PacerMonitor.com free of charge.

Marcos Devarie Diaz and Aixa Morales Fontenez sought Chapter 11
protection (Bankr. D.P.R. Case No. 20-04865) on Dec. 16, 2020.  The
Debtors tapped Noemi Landrau Rivera, Esq., as counsel.



MATTEL INCORPORATED: Egan-Jones Keeps B- Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Mattel, Inc. EJR also maintained its 'B' rating on
commercial paper issued by the Company.

Headquartered in El Segundo, California, Mattel, Inc. designs,
manufactures, and markets a broad variety of children's toy
products on a worldwide basis.



MAXIMUS INC: S&P Assigns 'BB+' ICR Following VES Acquisition
------------------------------------------------------------
S&P Global Ratings assigned a 'BB+' issuer credit rating to Maximus
Inc. At the same time, S&P assigned a 'BB+' issue-level and '3'
recovery rating to its senior secured credit facility, reflecting
meaningful (50%-70%, rounded estimate: 65%) recovery in the event
of a default.

The stable outlook reflects S&P's expectation for the company to
grow revenue and EBITDA organically, successfully integrating the
Veterans Evaluation Services (VES) acquisition, and lower its
adjusted leverage comfortably below 2.5x over the next 12-18
months. S&P expects the company to more than offset the anticipated
drop-off of COVID response-related volumes, and win the Centers for
Medicare & Medicaid Services contract rebid.

Long-standing client relationships, good service, geographic
diversification, a flexible cost structure, and improving margins
support our rating. Maximus has good revenue visibility from its
solid client retention rate (in line with the industry of 85%-90%),
long-term embedded contracts (averaging four to five years), and
tenured (with the top 20 clients averaging over 15 years)
relationships with state, federal, and international government
agencies. The recent acquisition of VES also supports improving
margins due to a better business mix of medical assessment and
appeals, which are typically higher-margin due to fixed-price
contracts. The company also benefits from a flexible cost
structure, as over 70% of operating expenses are variable.

However, the company is also exposed to a lower margin profile from
U.S. Federal contracts, many of which are cost-plus. Fixed-price
contracts can be higher-margin if the company can effectively
manage costs. The higher percentage of cost-reimbursable work helps
lower overall contract risk, although the company will likely seek
more fixed-price work as it invests to improve operating
efficiency. (Cost plus represents 40% of pro forma revenues,
performance/fixed unit price 38%, fixed-price 12%, and time and
materials 10%.)

The VES acquisition improves the company's higher-value-added
services mix and will improve its margin profile. The VES
acquisition bodes well for the company's long-term growth strategy
of expanding into higher-value-added services and gaining
efficiencies through digital transformation. While the acquisition
is considerably large relative to prior investments, Maximus'
existing expertise in providing medical disability examination
services will limit integration risks. VES provides clinical
services such as medical disability examination (MDE) services for
the U.S. Department of Veterans Affairs (VA). It has relatively
high barriers to entry, given the high contracting standards of the
Veterans Benefits Administration, and strengthens the company's
existing higher-margin assessments and appeals-related services to
28% of pro forma total revenues from 19% at fiscal year-end 2019
(ending Sept. 30). S&P said, "Given these complex services,
contracts are typically fixed-price, which we believe will expand
margins 20 basis points (bps) by the end of the fiscal year 2021,
and an additional 90 bps by the end of the fiscal year 2022 as
COVID-related slowdown and backlog diminishes. Moreover, because
the existing contract with the VA runs to 2028, we believe the
acquisition could lessen revenue and earnings volatility from the
potential runoff of short-term COVID-related contracts. We believe
there may be an upside to our forecast for margin expansion as it
utilizes its existing network of over 2,000 physicians and enhanced
document processing capabilities to improve operating
efficiencies."

S&P said, "We believe Maximums will benefit as the Biden
Administration seeks to increase access to affordable health
insurance and social services. In our view, Maximus is well
positioned to capitalize on increased enrollments under Medicare,
Medicaid, or other public health and human services benefit
programs." Maximus is the largest provider of Medicaid enrollment
services in the U.S. Total government health care expenditure is
forecast to rise, with Medicare and Medicaid funding expected to
grow in the mid- to high-single-digit area by 2023.

The company has significant customer and contract concentration.
Its top 10 contracts (including the VES acquisition) represent
approximately 53% of pro forma revenues. S&P views the industry as
having relatively low barriers to entry and highly dependent on
customer satisfaction given the limited differentiation among
peers. Any large contract loss or reputational risk could result in
significant revenue and earnings volatility. Specifically, in
fiscal 2021 and 2022, about $59.2 million and $623.6 million of
contracts are up for bid, respectively. This includes a contract
with one of the company's largest direct clients, Centers for
Medicare and Medicaid Services, which is exposed to a highly
competitive bidding process. However, the company is well
positioned since large contracts often require a large national
scale to meet required services and quality levels, which certain
peers cannot support, and it has long-standing relationships with
these customers.

Moreover, changes in government-related budgetary spending could
hurt profitability. However, S&P believes long-standing client
relationships mitigate some of this risk and support the company's
ability to successfully compete in the fragmented and competitive
government service provider industry. For example, the company
leveraged its high customer satisfaction levels and client insights
to grow revenue in the high-teen percent area during the pandemic.
This includes short-term contract wins with the Internal Revenue
Service to support the CARES Act, and the Centers for Disease
Control and Prevention to help public inquiries. This contrasts
with some competitors that have experienced low- to
mid-single-digit percent revenue declines. Moreover, many of the
company's services are critical public services that are only a
small portion of the government agency's overall spending, leading
to customer stickiness.

Leidos Holdings Inc., Science Applications International Corp.,
CACI International Inc., Booz Allen, Conduent Inc., and Unisys
Corp. also operate as service providers for US Federal and State
government end markets. While scale may be relatively smaller than
the peers, S&P finds Maximus' margins to be at the top of its peer
group's range.

Despite the company's conservative financial policy track record, a
pivot to a more aggressive mergers and acquisition (M&A) policy
could limit long-term deleveraging. Over the past 46 years, the
company largely financed acquisitions with internally generated
free operating cash flow (FOCF). However, the VES acquisition
reflects a more aggressive, acquisitive growth strategy fueled by a
sizable increase in debt to $1.6 billion in fiscal 2021 from $28.9
million in fiscal 2020. This raises S&P Global Ratings-adjusted
leverage to pro forma 2.8x, up from 0.3x historically. Moreover,
the company has communicated a new financial policy maximum
leverage target of 2.5x to support this growth strategy. Under our
base case, we expect the company to generate over $300 million of
FOCF over the next 12 months due to modest working capital and
capital expenditure (capex) requirements, which will enable
flexibility to make modest tuck-in acquisitions and support its
dividend program without diminishing overall credit quality.

S&P said, "The stable outlook reflects our expectation for the
company to grow revenue and EBITDA organically, successfully
integrating the VES acquisition, and lower its adjusted leverage
comfortably below 2.5x over the next 12-18 months. We expect the
company to more than offset the anticipated drop-off of COVID
response-related volumes, and win the Centers for Medicare &
Medicaid Services contract rebid."

S&P could lower its rating if adjusted leverage remains above 2.5x.
This could occur if:

-- The company experiences acquisition integration problems;

-- Operational missteps or reputational damage results in contract
losses;

-- Lower government spending results in weaker-than-expected
growth;

-- The company loses a large contracts; or

-- The company undertakes a more aggressive financial policy that
results in debt-funded share repurchases or acquisitions.

Although unlikely over the next 12 months, S&P could raise the
rating if:

-- The company significantly increases its scale, diversity of
service mix, and customer base, which would strengthen its
competitive position while maintaining adjusted leverage well below
2x; and

-- S&P believes this level of leverage is sustainable and
consistent with the company's stated financial policies and
objectives.



MEDIQUIP INC: Gets Interim OK to Use Cash Collateral Thru May 31
----------------------------------------------------------------
Judge Louis A. Scarcella authorized Mediquip, Inc. to use cash
collateral of up to $89,224 on an interim basis for the period from
April 2, 2021 through May 31, 2021, pursuant to the budget ($44,612
in total expenses for April 2021 and $44,612 for May 2021).  

A copy of the budget is available for free at
https://bit.ly/2QbsdIh from PacerMonitor.com.

As adequate protection for any diminution in the value of the
interest in the cash collateral, parties holding an interest in the
cash collateral are granted a lien on and security interest in the
Debtor's post-petition accounts receivable in the same priority,
extent and validity as their interest may appear as of the Petition
Date.

Moreover, the Debtor will pay Alpha Capital $2,331 monthly by the
5th day of each month until the balance of the Debtor's obligation
to Alpha is paid in full.  A copy of the Order is available for
free at https://bit.ly/3vYXNZ1 from PacerMonitor.com.

A final hearing on the Cash Collateral Motion is set for May 25,
2021 at 11 a.m.

                       About Mediquip Inc.

Mediquip, Inc., a Bethpage, N.Y.-based provider of home health care
services, filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70615) on April 2,
2021.  Sonia Carrero, chief executive officer, signed the
petition.

At the time of the filing, the Debtor was estimated to have
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.  Judge Robert E. Grossman oversees the case.  Berger,
Fischoff, Shumer, Wexler, Goodman, LLP serves as the Debtor's legal
counsel.



MERIDIAN PEDIATRICS: Seeks to Tap Steve Severn as Accountant
------------------------------------------------------------
Meridian Pediatrics, PC seeks approval from the U.S. Bankruptcy
Court for the District of Idaho to employ Steve Severn, a certified
public accountant at Severn Winkle LLP.

Mr. Severn will render these services:

     (a) prepare expert opinions and testimony regarding the
valuation of the Debtor and its specific assets; and

     (b) prepare and assist with any other accounting required by
the Debtor related to any claims adjudication or adversary
proceedings being pursued.

As of the petition date, the Debtor believes that Severn Winkle may
hold a pre-petition unsecured claim of $787.80 for unpaid
services.

Severn Winkle will charge $275 per hour for case analysis, report
preparation and depositions, travel, and trial testimony.

Mr. Severn disclosed in a court filing that he and his firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The accountant can be reached at:

     Steven D. Severn, CPA
     Severn Winkle LLP
     205 N. 10th St., Suite 300
     Boise, ID 83702
     Telephone: (208) 433-1500
     Facsimile: (208) 342-7672
     Email: steve@severnwinkle.com

                    About Meridian Pediatrics

Meridian Pediatrics, P.C. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 20-01046) on Dec. 8,
2020. At the time of the filing, the Debtor disclosed between
$500,001 and $1 million in both assets and liabilities. Angella
Zieba, president, signed the petition. Judge Jim D. Pappas oversees
the case. The Debtor tapped Angstman Johnson as legal counsel and
Steve Severn, CPA, at Severn Winkle LLP as accountant.


METRONET SYSTEMS: Moody's Rates New $725MM Secured Loans 'B2'
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of MetroNet Systems
Holdings, LLC (MetroNet or MatureCo), a subsidiary of MetroNet
Holdings, LLC ("Holdings"). Concurrently, Moody's assigned a B2
rating to the company's new $650 million senior secured first lien
facilities and $125 million revolving credit facility. The outlook
is stable.

The affirmation of the ratings comes on the back of investment firm
KKR joining Oak Hill as investors in MetroNet. Of the new $650
million first lien and the new $260 million second lien term loans
(unrated), $65 million and $175 million respectively will be
available on a delayed draw basis. Funding of the delayed loans is
expected to take place concurrently with closing of the KKR equity
investment, expected in Q4 2021, and they will be subject to a
first lien and total net leverage of 5x and 7x respectively.

Affirmations:

Issuer: MetroNet Systems Holdings, LLC

Corporate Family Ratings, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Assignments:

Issuer: MetroNet Systems Holdings, LLC

Gtd. Senior Secured 1st Lien Rev Credit Facility, Assigned B2
(LGD3)

Gtd. Senior Secured 1st Lien Term Loan B, Assigned B2 (LGD3)

Gtd. Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2
(LGD3)

Outlook Actions:

Issuer: MetroNet Systems Holdings, LLC

Outlook, Remains Stable

RATINGS RATIONALE

The B3 CFR reflects MetroNet's (1) high leverage with Moody's
adjusted debt/EBTIDA expected to remain high at around 7x as the
company continues to expand its network outside its current
footprint through funding of DevCo's speculative buildout; (2)
small scale in terms of revenue and overall addressable market in
the context of the wider US broadband peers; (3) the competitive
environment the company operates in which includes large telecom
and cable operators which provide comparable services to
residential and commercial customers.

MetroNet's B3 CFR also reflects (1) the high quality of its network
which is 100% fiber-to-the-premises, limiting maintenance capex
needs and allowing the company to remain attractive by offering
high and consistent broadband speeds; (2) high profitability of the
company's products with an estimated Moody's adjusted EBITDA margin
in the mid 40% in 2020; (3) the company's track record in fast
growth of broadband subscribers and maintaining consistently low
churn since 2019.

MetroNet provides fiber-based high-speed broadband, video and voice
services to residential and commercial customers in
small-to-mid-sized communities in the Midwest. Through its 100%
fiber-to-the-premises network, it is able to offer reliable speeds
of up to 1 GB which allows it to compete at the top of current
speed offerings. MetroNet is typically mostly present in markets
where it is the only provider of fiber-based broadband with its
competitors in those markets made up of cable and telecom
operators.

The company operates in Tier 2 and Tier 3 markets, which tend to
face more rational pricing competition, however it also directly
competes with some large telecom and cable operators such as AT&T
Inc. (Baa2 stable) or Comcast Corporation (A3 stable) which have
large spending capabilities, far exceeding those of MetroNet. So
far, MetroNet's position has been protected by these other players
focusing the bulk of their capital spending on larger markets which
allowed the company to gain a technological and speed advantage
over competitors' networks. In addition, when it enters a new
market, the company runs on the ground local marketing events which
are hard for larger companies to replicate.

MetroNet's owns the established markets, which consist of
stabilized and EBITDA positive assets. The company's goal is to
grow penetration in these markets and it has a strong track record
of achieving this. Any speculative build out of the network is
funded through the Development Group ("DevCo"), a sister entity
also 100% owned by Holdings. MatureCo's revenue growth is
predicated upon improving subscriber market share in its existing
footprint and distributing cash to DevCo which, when the new
markets it has built out are developed and EBITDA positive,
transfers these to MatureCo. Once an EBITDA positive market is
transferred, availability under the investment basked is freed up
allowing the company to transfer funds again to DevCo. Given the
ongoing plans to grow its footprint through funding DevCo's capex,
Moody's expects the company to retain a leverage of around 7x in
the coming 12-18 months. There is currently no financial debt at
DevCo and the ratings assume there will be no material amount of
debt raised at that entity going forward.

MetroNet has an adequate liquidity profile, supported by a new $125
million revolver which Moody's expect the company will draw on in
the coming 24 months to fund DevCo's growth capex. The revolver is
expected to include a springing maximum net first lien leverage
ratio that cannot exceed 7.75x, tested at 35% utilization. Moody's
expects the company to maintain ample cushion under this covenant.
Moody's expect MetroNet can adequately address basic cash
obligations with internally generated cash flow but will remain
reliant on the revolver to fund DevCo's growth capex.

MetroNet's B3-PD PDR, at the same level as the CFR, reflects
Moody's assumption of a 50% recovery rate, as is customary for
capital structure made up of a mixed priority of claims. The senior
secured first lien facilities are rated B2, one notch above the CFR
given their secured, priority first lien claim on material owned
property and assets and substantial lift provided by the senior
secured second lien term loan, based on Moody's assumptions of a
capital structure including the delayed-draw portions of the first
and second liens. The facilities will be guaranteed by Holdings,
DevCo, Inter-Metro Fibernet, LLC, and all existing and future
material direct and indirect subsidiaries of DevCo and MatureCo.

The stable outlook reflects Moody's expectations that the company
is likely to operate at high leverage around 7x over the next 12-18
months as the company utilizes its cash, free cash flow and
available credit facilities to fund distributions to DevCo. While
this is a high level of leverage, the stable outlook reflects
Moody's views that MetroNet's broadband subscriber growth will
continue as evidenced by the company's success in growing
penetration rates and in turn revenue and EBITDA over the past two
years.

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

Given the company's scale, upward pressure is limited but could
develop should MetroNet's Moody's adjusted debt/EBITDA decrease to
below 5.5x on a sustainable basis on the back of a successful
implementation of the company's strategy to continue developing new
markets through success-based and build-out capex plans that will
grow EBITDA. An upgrade would also require the company to improve
free cash flow generation.

Downward pressure on the rating could arise should Moody's adjusted
debt/EBITDA increase above 7x in conjunction with a slow-down in
EBITDA growth or lesser than expected success in growing subscriber
penetration. A downgrade could also arise should the company fail
to maintain adequate liquidity.

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


METRONET SYSTEMS: S&P Rates $710MM 1st-Lien Credit Facility 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level and '3' recovery
ratings to MetroNet Systems Holdings LLC's proposed $585 million
first-lien term loan B due 2028 and $125 million revolving credit
facility due 2026. S&P said, "The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. Parent company,
Evansville, Ind.-based fiber broadband operator, MetroNet Holdings
LLC plans to use the proceeds to repay the remaining $485 million
balance on its existing term loan due 2026, add $82 million of cash
to the balance sheet to prefund capital expansion, and pay fees and
expenses. The new revolving credit facility will replace the
existing $103 million revolver due 2024, which was undrawn on March
31, 2021. We expect the new first-lien credit facility and proposed
new $85 million second-lien term loan due 2029 (unrated), which the
company plans to use to repay its existing $85 million second-lien
term loan due 2027, to close and fund in May 2021."

S&P said, "In addition, we assigned our 'B-' issue-level and '3'
recovery ratings to MetroNet Systems Holdings LLC's proposed $65
million first-lien delayed-draw term loan due 2028, which are in
line with our ratings on the company's new $710 million first-lien
credit facility. MetroNet Holdings LLC plans to use the proceeds
from its first-lien delayed-draw term loan and proposed new $175
million second-lien delayed draw term loan (unrated) to distribute
to owners in conjunction with Oak Hill's conversion of $260 million
of preferred equity to common. Furthermore, we expect the
delayed-draw term loans to fund in the fourth quarter, concurrently
with the closing of the equity investments from Oak Hill and new
partner KKR.

"We raised our default valuation of MetroNet to about $520 million
from $440 million, primarily due to the incremental EBITDA
associated with the transfer of assets to Mature Group HoldCo
(MatureCo) from Development Group Holdco (DevCo) over the past
three months as well as the increase in pledged fiber assets at
DevCo. As the company demonstrates successful subscriber growth,
these assets become more valuable than underpenetrated fiber, in
our view. We expect MetroNet to continue to transfer newer markets
to MatureCo once they have reached a certain level of maturity and
profitability, ideally with 30% broadband penetration. Although
this transfer will likely increase our default valuation over the
next 12 months, we only factor in current online operations at
MatureCo and the value of the fiber assets at DevCo in our default
valuation. Therefore, we expect to review our default valuation of
MetroNet on at least an annual basis.

"Our 'B-' issuer credit rating and stable outlook on the company
are unaffected. While latest quarter annualized S&P Global Ratings'
adjusted debt to EBITDA will rise to about 10x from 8.3x as of
March 31, 2021, we expect MetroNet to reduce its leverage by
expanding its earnings over the next six to 12 months as developing
markets increase penetration. However, we believe the company will
likely releverage to help fund its continued expansion as it
develops new markets, which will constrain any longer-term
improvement in its leverage such that its adjusted debt to EBITDA
remains above our upgrade trigger of 6.5x."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates a deterioration
in MetroNet's competitive position precipitated by intense
competitive pressures from significantly larger and
better-capitalized cable operators such as Comcast Corp. and
Charter Communications Inc. These factors contribute to
significantly lower revenue, profitability, and cash flow levels
for the company. This decline in its operating results leads to a
payment default at the point where the company's liquidity and cash
flow would be insufficient to cover its cash interest expenses,
mandatory debt amortization, and maintenance-level capital
expenditure requirements.

-- At default, S&P's recovery analysis assumes an 85% draw on the
revolver, a step up in its credit spreads to accommodate covenant
amendments, and all estimated debt claims include about six months
of accrued but unpaid interest outstanding at the point of
default.

-- S&P assesses the company's recovery prospects on the basis of a
distressed gross recovery value of approximately $520 million. The
overall valuation reflects the combination of $400 million from
MetroNet's mature assets (based on an emergence EBITDA of about $80
million and an EBITDA multiple of 5x) and about $120 million from
its development assets (using a discrete asset valuation [DAV] of
its pledged fiber assets at a realization rate of 85%). S&P said,
"The $80 million of emergence EBITDA is our estimate of MetroNet's
hypothetical default-level EBITDA for its mature markets. Given
MetroNet's small scale and operations in more competitive markets,
we use an EBITDA multiple of 5x in our default valuation, which is
lower than the multiples in the 6x-7x range that we typically use
for incumbent cable operators."

Simulated default assumptions

-- Simulated year of default: 2023
-- EBITDA at emergence: $80 million
-- Implied enterprise valuation multiple: 5x
-- DAV: $120 million
-- Gross enterprise value (EV): $520 million

Simplified waterfall

-- Net EV (after 5% administrative costs): $492 million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Estimated net EV available to first-lien debt: $492 million
-- Estimated first-lien debt claims: $771 million
    --First-lien debt recovery expectations: 50%-70% (rounded
estimate: 60%)

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



MICHAEL F. RUPPE: Wander Feliz Buying Dover Property for $388K
--------------------------------------------------------------
Michael F. Ruppe asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the sale of the real property located at
82-84 Pequannock Street, in Dover, New Jersey, to Wander Feliz for
$388,000.

A hearing on the Motion is set for May 25, 2021, at 10:00 a.m.

The Debtor's Plan proposed the sale of the Property.  The Plan
required that the Property was to be listed for sale and that the
first and second mortgage holder would be satisfied from the sale
pursuant to a written payoff.

The Debtor is the sole owner of the real Property.  The Property is
an approximately 1,931 square-foot two-family residence, comprised
of the left unit ("Unit 1") and the right unit ("Unit 2").  Unit 1
is currently tenant occupied and Unit 2 is vacant.  Based on the
Comparative Market Analysis ("CMA") and the condition of the
exterior and interior of the building, the Property has an
approximate value between $380,000 and $390,000.  

The Property is encumbered by a mortgage lien in the amount of
$281,459.82, previously held by Bayview Loan Servicing, LLC (Proof
of Claim No. 15 in Claims Registry), which was transferred to
Community Loan Servicing, LLC on Oct. 16, 2020.

On Feb. 19, 2020, the Court authorized the retention of Robert
Sivori to assist with the sale of Property.  The Property was
originally listed on April 21, 2020 at a listing price of $419,900
and re-listed again on November 23, 2020.

The Realtor initially secured a potential purchaser, and the Court
previously authorized the Debtor to sell the Property to the
proposed purchaser.  However, the sale was never consummated, as
the purchaser cancelled the contract post-inspection due to the
number of repairs needed for the Property.  

The Realtor proceeded to place the Property back on the market
seeking to obtain the best and highest offers.  Since the listing
date, the listing price of the Property was steadily decreased to
its current listing price of $374,900.  Since the Property has been
on the market, there have been five offers ranging from $302,000 to
$370,000, and an accepted offer of $370,000, which was cancelled
after attorney review due to the number of repairs required on the
Property.

Currently, the best and highest offer accepted is for $388,000 from
the current proposed purchaser, with the Property being sold in
as-is condition.  Subject to Court authorization, the Debtor has
entered into a new contract for the sale of real estate to sell the
Property to the new proposed purchaser, Feliz, for a purchase price
of $388,000.  The Purchaser has agreed to purchase the Property in
"as is" condition.  There are no other agreements between the
Debtor and the Purchaser other than what was agreed to in the
Purchase Agreement and accompanying attorney review letter ("AR
Letter").  The Purchase Agreement and the sale of the Property is
contingent upon and subject to the Court's approval.   

The expected equity received from the sale of the Property is as
follows: $388,000 - $281,459.82 (Mortgage lien) - $23,2801 (realtor
fee) = $83,260.18 (estimated Remaining Equity).

Liens that may encumber the Properties include:

     a. Any and all unpaid property taxes;

     b. Any and all unpaid municipal charges for water and/or
sewer; and

     c. A Mortgage lien held by Community in the amount of
$281,459.82.

The pertinent terms of the Purchase Agreements are as follows:

     a. Purchase Price: $388,000 - Initial Deposit: $5,000,
Additional Deposit: $5,000,  Mortgage: $368,600, iv. Balance due at
closing: $9,400

     b. Purchaser: Wander Feliz

     c. The closing was anticipated to occur on April 15, 2021,
however it will take place immediately after the motion for sale
hearing held before the Court approving the sale of the Property to
the Purchaser.

     d. The property is being sold in "as is" condition and the
purchase price reflects the same.   

     e. The Purchaser is advised that he is entitled to have the
Property inspected, however pursuant to the Purchase Agreement the
Property is being sold in "as is" condition.  

     f. Tenancies" Unit 1 of the Property has a tenant and Unit 2
of the Property will be delivered vacant at the time of closing.
Unit 1 tenant occupies the Property on a month to month basis.
There no written leases regarding the Property.  

     g. Court Approval: The Purchase Agreement and sale of the
Property is contingent upon approval of the United States
Bankruptcy Court for the District of New Jersey pursuant to statute
and Bankruptcy Rules or a dismissal of the Debtor's Chapter 11
Bankruptcy Petition.  The Debtor will proceed to seek approval or
dismissal immediately upon completion of attorney review.   

The Purchase Agreement and the sale to the Purchaser is contingent
upon and subject to the Court's approval.

The Debtor is required to the sell the Property pursuant to the
confirmed Plan.  He has agreed to sell the Property to the
Purchaser and is seeking an entry of an Order authorizing the sale
of the Property.  The Debtor will demonstrate that the sale is to a
good faith purchaser and for a sound business purpose which will
allow the Debtor to effectuate the terms of the Plan.  

The Debtor asserts that given the goal by the parties in the case
to sell the Property and bring the case to conclusion in the short
term, there is cause to waive the stay and the Debtor requests that
upon approval of the sale, the 14-day period pursuant to Rule
6004(h) be waived by the Court.

A copy of the Contract is available at https://tinyurl.com/bbjsr4tk
from PacerMonitor.com free of charge.

Michael F. Ruppe sought Chapter 11 protection (Bankr. D. N.J. Case
No. 20-10544) on Jan. 13, 2020.  The Debtor tapped David L. Steven,
Esq., as counsel.  On Feb. 19, 2020, the Court appointed Robert
Sivori as Realtor.  The Debtor's Plan of Reorganization was
confirmed on March 4, 2021.  



MIDWEST-ST. LOUIS: Fine-Tunes Plan; Disclosure Hearing June 14
--------------------------------------------------------------
Midwest-St. Louis, LLC, submitted a First Amended Disclosure
Statement for the Plan of Reorganization dated May 11, 2021.

A hearing to determine the adequacy of this Disclosure Statement
will be held on June 14, 2021, at 11:00 a.m. in the United States
Bankruptcy Court for the Eastern District of Missouri, 111 S. 10th
Street, 7 Floor, Courtroom 7 North, St. Louis, MO 63102.

Since the filing of the case, the Debtor has continued scheduled
debt service to its existing secured lenders and paid operating
expenses.  The Debtor has utilized its debtor in possession
financing line of credit in the amount of $961,063 since the filing
date.  The financing was utilized to pay quarterly fees of the
United States Trustee, operating expenses and real estate taxes
typically passed on to other operating entities of the Debtor's
principals and COVID-related business losses.

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

     * Class 6 shall consist of all Allowed Unsecured Claims not
otherwise classified. Each Class 6 Allowed Unsecured Claimant shall
receive their pro rata share of any Asset Sale proceeds after full
payment of Class 1 through Class 4 and escrow of funds for Class 5
(the "Class 6 Distribution").  In the event that Final Adjudication
of the Westmoreland Claim is made in favor of the Debtor or other
Defendants, then the Class 6 Claims shall be paid in full from the
Escrow Account funds.

     * Class 7 consists of all Allowed Interests in the Debtor. All
Class 7 Allowed Interests will be cancelled on the Confirmation
Date. The Allowed Class 7 Interests shall receive any remaining
Asset Sale Proceeds after payment, in full, of Classes 1-4, Class 6
and Final Adjudication and treatment of the Class 5 Claim under the
Plan.

Concurrent with filing the Plan, the Debtor has filed a Motion for
Order (I) Authorizing Sale of Substantially All Assets Free and
Clear of All Interests; (II) Approving Bidding Procedures; and
(III) Approving Break-Up Fee ("Sale Motion").  Upon entry of a
Final Order approving the Sale Motion and closing of the Sale, the
Asset Sale Proceeds will be distributed in accordance with the
Plan.

The Escrow Account for treatment of the Westmoreland Claim shall be
funded from the Asset Sale Proceeds and any Malpractice Claim
Proceeds in accordance with the Plan. The Escrow Account shall be
established at an FDIC insured financial institution in an
interest-bearing account.

A full-text copy of the First Amended Disclosure Statement dated
May 11, 2021, is available at https://bit.ly/3ybgQRP from
PacerMonitor.com at no charge.

The Debtor is represented by:

     Spencer P. Desai, Esq.
     Thomas H. Riske, Esq.
     Carmody MacDonald P.C.
     120 South Central, Suite 1800  
     St. Louis, MO 63105
     Phone: (314) 854-8600
     E-mail: spd@carmodymacdonald.com
     E-mail: thr@carmodymacdonald.com

                     About Midwest-St. Louis

Midwest-St. Louis, LLC, owner of a gas station and convenience
store in St. Louis, filed a voluntary Chapter 11 petition (Bankr.
E.D. Mo. Case No. 19-42279) on April 12, 2019.  In the petition
signed by Munji Abdeljabber, member, the Debtor estimated $50,000
in assets and $1 million to $10 million in liabilities.  The case
is assigned to Judge Kathy A. Surratt-States.  Spencer P. Desai,
Esq., at Carmody MacDonald P.C., represents the Debtor as counsel.


MINAL PHARMACY: Wins Cash Collateral Access
-------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has ruled that the Interim Cash Colleral Order
authorizing Minal Pharmacy, LLC to use cash collateral on an
interim basis is now a final order.

The Court says no timely objections were filed to the Motion or the
Interim Cash Collateral Order; and for the reasons stated by the
Court on the record during a hearing held on May 12, 2021, the
Interim Cash Collateral has been made a final order.

Th Court retains jurisdiction to enforce and interpret the terms of
the Order and the Interim Cash Collateral Order.

A copy of the order is available for free at https://bit.ly/33LwdT6
from PacerMonitor.com.

                       About Minal Pharmacy

Organized in 2008, Minal Pharmacy, LLC is an independent,
community-based pharmacy in Hamtramck, Mich.  Minal Pharmacy takes
great pride in its ability to service the Hamtramck community and
its patients, many of whom receive government assistance.  

Minal Pharmacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-43364) on April 16,
2021.  In the petition signed by Syed Saeed, Responsible Person,
the Debtor disclosed up to $50,000 in assets and up to $1 million
in liabilities.  Stevenson & Bullock, PLC is the Debtor's legal
counsel.



MJ GRAPHICS: Seeks to Use Rapid Finance's Cash Collateral
---------------------------------------------------------
MJ Graphics, Inc. asks the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, for authority to use cash
collateral on an interim basis for May and June 2021 to pay
necessary expenses of its business in the ordinary course in
accordance with the proposed budget.

Small Business Financial Solutions, LLC (Rapid Finance) purports to
hold a deed of trust lien and security interest in the Debtor's
inventory and accounts. MJ Graphics says Rapid Finance may have an
interest in the cash collateral.

The Debtor requests preliminary and interim authorization to use
cash collateral until a final order granting further use of cash
collateral can be entered. The Debtor is without sufficient funds,
other than the cash collateral, to operate. The Debtor asserts its
inability to timely pay costs and expenses will result in immediate
and irreparable harm to the estate.

The Debtor proposes to adequately protect the interests of Rapid
Finance in the collateral in a number of ways. The Debtor proposes
to grant to Rapid Finance post petition replacement liens in the
same assets of the Debtor that such entity had prior to the filing
of the chapter 11 bankruptcy case.

In addition, the Debtor will provide Rapid Finance with information
relating to projected revenues and expenses, actual revenue and
expenses, and variances from the interim budget. This information
will enable Rapid Finance to monitor the interests in the cash
collateral. Reporting of financial information is a sufficient form
of adequate protection.

A copy of the motion is available for free at
https://bit.ly/33EPiGq from PacerMonitor.com.

                      About MJ Graphics, Inc.

MJ Graphics, Inc. operates a party supply business. It may provide
tents, chairs, tables, air blow ups, pop corn and related type food
and supplies, and similar party type equipment. It typically gets
paid in advance on business.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-31596) on May 12,
2021. In the petition signed by Melissa Hurtado, president, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.

Reese Baker, Esq., at BAKER & ASSOCIATES is the Debtor's counsel.



MOBIQUITY TECHNOLOGIES: Posts $2.2-Mil. Net Loss in First Quarter
-----------------------------------------------------------------
Mobiquity Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net
comprehensive loss of $2.23 million on $521,873 of revenue for the
three months ended March 31, 2021, compared to a net comprehensive
loss of $2.43 million on $945,099 of revenue for the three months
ended March 31, 2020.

As of March 31, 2021, the Company had $7.76 million in total
assets, $6.46 million in total liabilities, and $1.30 million in
total stockholders' equity.

The Company had cash and cash equivalents of $211,967 at March 31,
2021.  Cash used in operating activities for the three months ended
March 31, 2021 was $1,079,181.  This resulted primarily from a net
loss of $2,229,776, offset by a decrease in accounts payable of
$275,686, a decrease in accounts receivable of $768,530, increase
in accrued expenses and other current liabilities of $99,552,
common stock issued for services of $81,825 and amortization and
depreciation expenses of $$452,035.  Net cash was provided by
financing activities of $548,990 from the proceeds of the issuance
of common stock.  Net cash used in Investing activities of $140,016
from the proceeds of notes of $400,000 and the repayment of the
principal amount of the notes of $259,984, for the quarter ended
March 31, 2021.

The Company commenced operations in 1998 and was initially funded
by its three founders, each of whom has made demand loans to the
company that have been repaid.  Since 1999, the Company has relied
on equity financing and borrowings from outside investors to
supplement its cash flow from operations and expect this to
continue in 2019 and beyond until cash flow from its proximity
marketing operations become substantial.

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

https://www.sec.gov/Archives/edgar/data/1084267/000168316821001864/mobiquity_10q-033121.htm

                          About Mobiquity

Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. owns
100% of Advangelists, LLC and 100% of Mobiquity Networks, Inc. as
wholly owned subsidiaries. Advangelists is a developer of
advertising and marketing technology focused on the creation,
automation, and maintenance of an advertising technology operating
system (or ATOS).  Advangelists' ATOS platform blends artificial
intelligence (or AI) and machine learning (ML) based optimization
technology for automatic ad serving that manages and runs digital
advertising inventory and campaigns. Mobiquity Networks has evolved
and grown from a mobile advertising technology company focused on
driving Foot-traffic throughout its indoor network, into a next
generation location data intelligence company.

Mobiquity reported a net comprehensive loss of $15.03 million for
the year ended Dec. 31, 2020, compared to a net comprehensive loss
of $44.03 million for the year ended Dec. 31, 2019.  As of Dec. 31,
2020, the Company had $9.38 million in total assets, $6.49 million
in total liabilities, and $2.88 million in total stockholders'
equity.

Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit.  In addition, the Company continues to experience negative
cash flows from operations.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


MORTGAGE INVESTORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mortgage Investors Corporation
        5959 Central Avenue
        Suite 201
        St. Petersburg, FL 33710

Chapter 11 Petition Date: May 14, 2021

Court: United States Bankruptcy Court
       Middle District of Florida

Case No.: 21-02521

Debtor's Counsel: W. Keith Fendrick, Esq.
                  HOLLAND & KNIGHT LLP
                  100 North Tampa St., Suite 4100
                  Tampa, F 33602
                  Tel: (813) 227-6707
                  Email: keith.fendrick@hklaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Lattner, VP, secretary, and
treasurer.

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

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

https://www.pacermonitor.com/view/TTWCSIQ/Mortgage_Investors_Corporation__flmbke-21-02521__0001.0.pdf?mcid=tGE4TAMA


MRC GLOBAL: S&P Alters Outlook to Stable, Affirms 'B-' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on Texas-based pipe, valve,
and fittings (PVF) distributor MRC Global (US) Inc. to stable from
negative and affirmed its 'B-' issuer credit rating.

S&P said, "The stable outlook reflects our view that MRC Global
should maintain debt to EBITDA of 6x-7x over the next 12 months as
its gas utilities, downstream, and industrial segments support
growth while the upstream and midstream markets continue
recovering.

"The outlook revision reflects our expectations that credit
measures will improve in 2021 due to recovering market demand from
oil and gas customers and expected continued growth in gas
utilities. Supported by stabilizing demand and debt reduction,
MRC's leverage should decline comfortably below 7x in 2021 and
trend below 6x in 2022. We expect the company to generate $115
million-$125 million of adjusted EBITDA in 2021. This compares to
$80 million in 2020 and $220 million in 2019. We expect demand
growth will come from MRC's gas utilities and downstream and
industrial businesses, supported by robust U.S. GDP growth of 6.5%
this year. However, weakness remains in the upstream and midstream
segments. Activity in the North American oil and gas market has
begun to recover as oil prices climbed since the end of last year,
with upstream activity increasing. Customers are completing more
wells and restarting construction projects. U.S. rig counts
recovered to about 440 as of April 2021 from 250 in July 2020, but
remain below the 2019 average of about 940. Recovery in MRC's
international markets has been slower to pick up, and we expect it
to offset some recovery in 2021. Despite the rise in oil prices, we
assume major oil companies are less likely to materially increase
capital expenditure (capex) over the coming 12 months."

MRC expects robust growth from its gas utilities business, which
has expanded steadily over the last several years (25% of revenue
in 2019 versus 20% in 2016). This is a more stable end market and
has less correlation with oil prices than the rest of MRC's end
markets. Robust U.S. GDP growth and the secular trend of gas
utilities investing in energy infrastructure reinforcement and
upgrades should support continued growth of this business over the
next several years. Over the next 12-24 months, S&P expects this
demand to partially offset weaker earnings from end markets such as
the midstream and upstream segment. U.S. oil and gas production
remaining below pre-COVID-19 pandemic levels has depressed
midstream pipeline demand and upstream producers may choose to
slowly ramp up capital budgets once prices recover.

S&P said, "We expect MRC to continue generating free operating cash
flow due to its disciplined cost and working capital management
during weak demand and reduced capital spending. MRC should
generate $60 million-$80 million of free cash flow this year,
compared to $250 million in 2020, as activity and working capital
needs dropped due to the pandemic. We expect MRC to continue
prioritizing excess cash flow for debt reduction. During 2020, the
company paid down $160 million of debt under its asset-based
lending (ABL) facility and reduced overhead expenses by about $80
million, of which we expect about half to be structural.

"The stable outlook reflects our view that MRC Global should
maintain debt to EBITDA of 6x-7x over the next 12 months as its gas
utilities and downstream and industrial segments support growth
while the upstream and midstream markets continue recovering. We
anticipate the company will continue to prioritize free cash flow
for debt reduction.

"We could lower the rating over the next 12 months if demand does
not recover as anticipated or further oil price movement pushes out
the recovery, resulting in a sustained earnings decline of 30%-40%
over the next 12-24 months." S&P could lower the rating if:

-- This increases debt to EBITDA above 10x and adjusted EBITDA
interest coverage falls below 1x; or

-- S&P believes an earnings decline could result in negative cash
flow generation, weakening its liquidity position.

S&P could upgrade MRC over the coming 12 months if the company
continues to increase its base of more stable and less
commodity-price-exposed earnings from gas utilities, green energy
infrastructure, and chemical industrials end markets. S&P would
expect:

-- Debt to EBITDA approaching 5x on a sustainable basis; and

-- The company to be in a position by September 2023 to address
the refinancing of its capital structure due in 2024.



MUELLER WATER: Moody's Raises CFR to Ba1, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Mueller Water Products, Inc.'s
Corporate Family Rating to Ba1 from Ba2 and Probability of Default
Rating to Ba1-PD from Ba2-PD. Moody's also upgraded the rating on
Mueller's senior unsecured notes to Ba1 from Ba3. The outlook is
stable. The company's speculative grade liquidity rating remains
SGL-1.

The upgrade of Mueller's CFR to Ba1 from Ba2 reflects Moody's
expectation that Mueller will benefit from end market dynamics that
support growth while maintaining strong operating performance.
These factors and ongoing conservative financial policies,
including maintaining leverage below 2.5x, support the upgrade.

The stable outlook reflects Moody's expectation that Mueller will
uphold conservative financial policies, including reinvesting in
the business with additional capital expenditures, avoiding
transformative acquisitions and using available cash for share
repurchase. Very good liquidity and relatively inelastic demand for
water-related products further support the stable outlook.

The following ratings are affected by the action:

Upgrades:

Issuer: Mueller Water Products, Inc.

Corporate Family Rating, Upgraded to Ba1 from Ba2

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

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 (LGD4)
from Ba3 (LGD4)

Outlook Actions:

Issuer: Mueller Water Products, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Mueller's Ba1 CFR reflects Moody's expectation that the company
will benefit from expansion in the repair and replacement of
municipal water distribution and treatment systems market, which
accounts for 60% - 65% of the company's revenue. Moody's forecasts
ongoing strong operating performance with adjusted EBITDA margin
nearing 19.5% in fiscal year 2022 ending September 30 versus 18.8%
for LTM Q2 2021 (March 31, 2021). Moody's also projects that
Mueller will maintain solid credit metrics, such as adjusted free
cash flow-to-debt approaching 7% by late 2022. Although Moody's
anticipates good growth over the next two years for the US
homebuilding sector, from which Mueller earns about 25%-30% of its
revenue, this end market is very volatile and poses a meaningful
credit risk. Also, Mueller is a small company in terms of revenue,
limiting absolute levels of earnings and dictating that the company
maintain low fixed charges.

Mueller's SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation that Mueller will generate consistent free cash flow.
Significant cash on hand ($228 million at Q2 2021), ample revolver
availability and no near-term maturities further contribute to
Mueller's very good liquidity.

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

-- Free cash flow-to-debt is sustained above 12.5%

-- EBITDA margin sustained above 22.0%

-- Preservation of very good liquidity

-- A capital structure that ensures maximum financial flexibility

-- Maintain conservative financial policies

-- Increasing scale and product diversity

Factors that could lead to a downgrade:

-- Debt-to-LTM EBITDA is sustained above 3.0x

-- EBITDA margin contracting towards 17.0%

-- The company's liquidity deteriorates

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

Mueller Water Products, Inc., headquartered in Atlanta, Georgia, is
a North American manufacturer of water infrastructure, flow control
and repair products for use in water distribution networks and
wastewater treatment facilities. Mueller also sells products for
gas distribution and pipe systems.


N & B MANAGEMENT: Trustee Selling Allegheny Property for $10K
-------------------------------------------------------------
Jeffrey J. Sikirica, Chapter 7 Trustee of N & B Management Co.,
LLC, asks the U.S. Bankruptcy Court for the Western District of
Pennsylvania to authorize the sale of the real property located at
5310 Kincaid Street, in Allegheny County, Pennsylvania 15221, and
identified as tax parcel 0050-L-00121-0000-00, to Rising Tide
Partners ("RTP") or its assigns for $10,000, subject to higher and
better offers.

Respondents Treasurer City of Pittsburgh, Treasurer School District
of Pittsburgh, Treasurer County of Allegheny, and Jordan Tax
Service, Inc. represent any unpaid real taxes assessed against the
Real Property.  Amounts owed to the Taxing Authorities will be
determined, pro-rated and paid at the closing on the sale of the
Real Property.

Respondent Water & Sewer Authority, City of Pittsburgh, represents
an unpaid municipal sewage and water liens against the Real
Property.  Amounts owed to the Municipal Authority will be
determined and paid at the closing on the sale of the Real
Property.

Respondent Borough of Mount Oliver filed a municipal lien for
sewage in the Court of Common Pleas of Allegheny County at
GD-17-003529.  It is believed said lien is filed against property
other than the Real Property subject to the current motion to sell
and the Respondent is listed for notice purposes.  To the extent
this Respondent has any claim against the Real Property, said claim
transfers to the proceeds received from the sale.

Respondents West Mifflin Boro and West Mifflin Area School District
filed for a sci fa sur tax lien in the Court of Common Pleas of
Allegheny County at GD-21-000850.  It is believed said lien is
filed against property other than the Real Property subject to the
current motion to sell and Respondent is listed for notice
purposes.  To the extent these Respondents have any claim against
the Real Property, said claim transfers to the proceeds received
from the sale.

Respondents Ziv Hadar and Nancy Maribel Rosales Llaury filed a lis
pendens and complaint in the Court of Common Pleas of Allegheny
County at GD-16-003520.  It is believed said lis pendens and
complaint are filed against property other than the Real Property
subject to the current motion to sell and Respondents are listed
for notice purposes.  To the extent these Respondents have any
claim against the Real Property, said claim transfers to the
proceeds received from the sale.

Respondent Natan Nagar filed a lis pendens in the Court of Common
Pleas of Allegheny County at GD-15-022289.  It is believed said lis
pendens is filed against property other than the Real Property
subject to the current motion to sell and Respondent is listed for
notice purposes.  To the extent this Respondent has any claim
against the Real Property, said claim transfers to the proceeds
received from the sale.

Respondent Ronen Rimoni filed a lis pendens and complaint in the
Court of Common Pleas of Allegheny County at GD-16-006319.  It is
believed said lis pendens and complaint are filed against property
other than the Real Property subject to the current motion to sell
and Respondent is listed for notice purposes.  To the extent this
Respondent has any claim against the Real Property, said claim
transfers to the proceeds received from the sale.

The Respondent Alon Rimoni filed a lis pendens and complaint in the
Court of Common Pleas of Allegheny County at GD-15-022290.  It is
believed said lis pendens and complaint are filed against property
other than the Real Property subject to the current motion to sell
and Respondent is listed for notice purposes.  To the extent this
Respondent has any claim against the Real Property, said claim
transfers to the proceeds received from the sale.

Respondent Lewi Schapira filed a complaint to quiet title in the
Court of Common Pleas of Allegheny County at GD-15-016077.  

Respondents Shimon Bar and Gilia Bar intervened as additional
Plaintiffs in the complaint.  It is believed this matter has been
settled pursuant to an order entered by this Court at docket no. 99
and Respondents are listed for notice purposes.  To the extent
these Respondents have any claim against the Real Property, said
claim transfers to the proceeds received from the sale.

Respondent Erez Rimoni filed a series of lis pendens and complaints
in the Court of Common Pleas of Allegheny County at GD-15-021940,
GD-15-021941, GD-15-021942, GD-15-021952 and GD-15-21954.  It is
believed the lis pendens and complaints are filed against property
other than the Real Property subject to the current motion to sell
and the Respondent is listed for notice purposes.  To the extent
this Respondent has any claim against the Real Property, said claim
transfers to the proceeds received from the sale.

Respondent Pennsylvania Department of Revenue has an unresolved
unfiled tax lien for 2015 estimated Corporate Net Income and
Capital Stock assessments in the amount of $2,200.  To the extent
this Respondent has any claim against the Real Property, said claim
transfers to the proceeds received from the sale.

Respondent Rising Tide Partners filed a Petition for the
Appointment of a Conservator in the Court of Common Pleas of
Allegheny County at GD-21-002781 against the Real Estate.  As this
Respondent is the current initial offeror in this Sale Motion, the
Respondent will not be proceedings with its Court of Common Pleas
of Allegheny County action against the Real Estate.

The N & B Trustee has received an offer of $10,000 from RTP.  The
parties have executed their Standard Agreement for the Sale of Real
Property.  By the Sale Motion, the N & B Trustee seeks approval of
the sale of the real Property to RTP or to a Successful Bidder if
additional bidders appear, subject to higher and better offers.

The N & B Trustee requests that the proposed sale be ordered to
take place "ass is, where is," and "with all faults" and with no
representations and/or warranties of any kind, free and clear of
any and all liens, claims, and encumbrances (including but not
limited to those liens, claims, interests and/or encumbrances
described), and, that the liens, claims, and encumbrances be
divested and discharged from the Real Property and transferred to
the proceeds of the sale.

The Trustee submits that the Purchase Price will be distributed at
the closing as follows consistent with the order approving the
sale:  

     a. Real estate taxes for the school district, county and City,
including all delinquent real estate taxes due at the time of the
closing will be prorated over the tax year of the closing date
between the Successful Bidder and the Debtor;

     b. Municipal liens for sewage and water due at the time of
closing;

     c. Normal miscellaneous closing costs related to
documentation, lien letters, etc., and,

     d. The balance of the proceeds will be held in trust by the N
& B Trustee pending distribution pursuant to the confirmed Amended
Plan Chapter 11 Plan dated Jan. 27, 2020 after resolution of any
contested alleged claims that arose as a result of the Sale and
payment of any Federal or State business income tax liabilities or
other administrative liabilities incurred by the Bankruptcy Estate
because of the Sale.

A copy of the Agreement is available at
https://tinyurl.com/2j9aubkh from PacerMonitor.com free of charge.

                 About N & B Management Co.

N & B Management Company, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016,
estimating less than $1 million in both assets and liabilities.
The
Debtor is represented by Francis E. Corbett, Esq.

Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's
case on May 15, 2018.

On June 18, 2020 an amended Chapter 11 Plan dated Jan. 27, 2020 was

confirmed by the Court.



NATIONAL RIFLE ASSOC.: Board May Appeal Case Dismissal in Texas
---------------------------------------------------------------
Steven Church of Bloomberg News reports that the National Rifle
Association board member may appeal a Texas judge's decision to
reject the gun groups bankruptcy case, a lawyer said during a
virtual court hearing Friday, May 14, 2021.

Phillip Journey, a Kansas judge who had been involved in the
bankruptcy case, may seek reversal of the decision to end the
Chapter 11 case, said his lawyer, Clay M. Taylor.

"We are at least considering the potential of filing an appeal,"
Taylor told U.S. Bankruptcy Judge Harlin "Cooter" Hale during a
status conference held by video.

Judge Hale held a hearing to discuss the logistics of paying legal
fees.

                  About National Rifle Association

Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.

Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Texas Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).

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

Judge Harlin Dewayne Hale oversees the cases.

The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.

The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.



NATIONAL TRACTOR: Wins Cash Collateral Access Thru June 18
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, has authorized National Tractor Parts, Inc. to
use cash collateral on an interim basis through June 18, 2021, in
accordance with the budget, with a 10% variance.

As of the Petition Date, the Debtor owes First Midwest Bank
$1,052,387. The Bank asserts that pursuant to the Loan Documents,
the Debtor granted it perfected security interest and lien on the
property located at 12127A Galena Road, Plano, IL 60545, as well as
all of the Debtor's assets together with the proceeds thereon, some
of which constitutes "cash collateral."

As of the Petition Date, the Debtor owes eCapital Commercial
Finance Corp. $99,370, pursuant to a Master Purchase and Sale
Agreement, security agreements, and other documents evidencing the
Indebtedness executed by the Debtor in favor of eCapital.

The other potential lien holders, whose liens are subordinate to
the Prepetition Secured Lenders, are the U.S. Small Business
Administration, First National Bank of Ottawa, Echo Capitol (a/k/a/
Snap Advances), Berco of America, and Steel Tracks, Inc.

In return for the Debtor's continued interim use of Cash
Collateral, First Midwest Bank is granted adequate protection
payments in the amount of $5,000 per month until further Court
order to protect against any diminution in value of the collateral.
eCapital is also granted adequate protection payments in the amount
of $500 per month until further Court order to protect against any
diminution in value of the collateral. For any diminution in value
of Prepetition Secured Lenders' interest in the Cash Collateral
from and after the Petition date, the Prepetition Secured Lenders
will receive an administrative expense claim pursuant to 11 U.S.C.
Section 507(b).

In further return for the Debtor's continued interim use of Cash
Collateral, the Prepetition Secured Lenders are granted adequate
protection for their secured interests in substantially all of the
Debtor's assets.

The Debtor's failure to maintain insurance coverage and pay taxes
under as provided in the Cash Collateral Order, and the failure to
cure same within 10 business days after notice, will constitute an
event of default under the Cash Collateral Order.

A further hearing on the Debtor's use of cash collateral will take
place on June 18 at 10:30 a.m.

A copy of the order is available at https://bit.ly/3w97EeV from
PacerMonitor.com.

               About National Tractor Parts, Inc.

National Tractor Parts, Inc. -- https://www.ntparts.com/ -- is a
family-owned business in the heavy equipment parts industry.
National Tractor Parts sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-20833) on November
30, 2020. In the petition signed by Charles H. Gunier Jr.,
president, the Debtor disclosed up to $1,844,491 in assets and up
to $3,098,844 in liabilities.

Judge David D. Cleary oversees the case.

Richard G. Larsen, Esq., at SPRINGER BROWN, LLC is the Debtor's
counsel.



NEW RESIDENTIAL: DBRS Places B(high) LT Issuer Rating Under Review
------------------------------------------------------------------
DBRS, Inc. has placed the ratings of New Residential Investment
Corp. (NRZ) and its subsidiaries Under Review with Positive
Implications. Included in this rating action is the Company's
Long-Term Issuer Rating of B (high). The ratings action follows the
April 14th, 2021 announcement that the Company has entered into a
definitive agreement to acquire Caliber Home Loans, Inc (Caliber)
for approximately $1.675 billion in cash. The acquisition is
expected to close in 3Q21, and is subject to customary closing
conditions and various regulatory approvals.

KEY RATING CONSIDERATIONS

The Under Review with Positive Implications reflects DBRS
Morningstar's view that the acquisition presents a compelling fit
given the complementary strengths of NRZ and Caliber. Specifically,
the acquisition will broaden NRZ's product diversity strengthening
its home purchase mortgage business, expand its mortgage servicing
rights (MSRs) portfolio, and strengthen its overall recapture rate
across its current servicing portfolio. In addition, NRZ's already
solid franchise will become a top-tier non-bank mortgage
originator, as well as non-bank mortgage servicer. Importantly, the
enhanced scale, broader product set and increased geographic
diversification combined with modest cost synergies is expected to
benefit earnings generation as it is expected to be accretive to
earnings in 2022, and strengthen the Company's performance through
interest rate cycles.

While DBRS Morningstar recognizes the strategic fit of the
acquisition, we also note the substantial integration and
operational risks associated with a sizeable acquisition,
particularly as it relates to culture and IT. Importantly,
integration risk is further elevated, given the shifting housing
market from a refinance driven market to one more oriented to home
purchase. These concerns are partially mitigated by NRZ's
established track record of successfully integrating prior
acquisitions that ultimately have strengthened the franchise and
the moderate overlap in origination channels of NRZ and Caliber.

On a pro-forma basis, NRZ will become a leading non-bank mortgage
originator with NRZ originating $62 billion of residential
mortgages in 2020 and Caliber originating $80 billion. Meanwhile,
NRZ also is a leading non-bank mortgage servicer with a combined
servicing portfolio of approximately $451 billion (excluding MSRs
held by NRZ but serviced by third-parties). The Company will
continue to also benefit from its ancillary business lines that
provide NRZ access to the whole mortgage life cycle, including
title, home appraisal, and property management. We anticipate that
NRZ will benefit from Caliber's strong retail branch presence in
capturing more home purchase mortgage business as refinance
activity moderates with mortgage rates moving higher as 2021
progresses. Importantly, we expect that NRZ's current servicing
portfolio will benefit from the strong retention rates experienced
at Caliber. Indeed, Caliber has generated retention rates of
approximately 54% compared to the low-20% range at NRZ.
Strengthening retention rates will improve NRZ cash flows, net
margins on originations and protect the MSR assets on the balance
sheet.

Credit fundamentals are expected to remain acceptable. NRZ is
funding the acquisition with cash and liquidity at NRZ, as well as
cash at Caliber and a $500 million secondary equity offering. NRZ
expects to maintain its sound liquidity position post-closing,
forecasting pro-forma March 31, 2021, available liquidity to remain
sound at $1.9 billion. Importantly for the ratings, over the past
year, NRZ has strengthened its funding by reducing its reliance on
mark-to-market facilities as well as diversified funding through
the issuance of senior unsecured debt.

The Under Review with Positive Implications status is generally
resolved with a rating action in three months. However, DBRS
Morningstar expects to conclude the review once the acquisition
closes in 3Q21. During its review, DBRS Morningstar will assess the
ultimate impact of the acquisition on NRZ's market position and
ability to navigate shifts in the U.S. housing market as well as
interest rate cycles. Further, the review will also focus on the
acquisition's impact on the expected earnings generation of the
Company, its funding and capitalization, and risk management.

Concurrent with today's rating action, DBRS Morningstar has
discontinued the Long-Term Issuer Ratings of HLSS Holdings, LLC and
HLSS MSR-EBO Acquisition LLC, which are wholly-owned subsidiaries
of NRZ rated by DBRS Morningstar in conjunction with MSR financing
transactions that have been subsequently repaid.

RATING DRIVERS

The closing of the Caliber acquisition on terms consistent with
those announced would lead to an upgrade of NRZ's ratings. If the
acquisition of Caliber were to close with terms materially
different than those announced, NRZ's ratings would likely be
confirmed at their current rating level. The ratings would be
downgraded if the acquisition does not close and NRZ were to
generate sustained losses or were to experience a reduction in
access to funding.

Notes: All figures are in U.S. dollars unless otherwise noted.



NINE ENERGY: Moody's Retains Caa3 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service appended a limited default (LD)
designation to Nine Energy Service, Inc.'s Probability of Default
Rating, changing it to Caa3-PD/LD from Caa3-PD. The LD designation
will be removed after two days.

ASSESSMENT RATIONALE

The appending of the PDR with an "/LD" designation indicates that a
limited default has occurred as a result of Nine's repurchases in
the first quarter of 2021 of $26 million principal of senior notes
due 2023 at a large discount to face value (on average, about 32%
of par) following repurchases of $23 million principal of the
senior notes at an average of about 30% of par in the third quarter
of 2020 (an additional $0.5 million was also repurchased in the
fourth quarter of 2020). Moody's considers these repurchases to be
distressed exchanges and therefore a default under Moody's
definitions. Nine's ratings, including its Caa3 Corporate Family
Rating (CFR), and negative outlook are unchanged.

Nine's Caa3 CFR and negative outlook reflects Moody's view that the
company has an untenable capital structure given the still high
debt burden despite bond repurchases. During 2020, Nine generated
negative EBITDA and Moody's expects minimal EBITDA in 2021 while
the oilfield services sector remains highly competitive amid
continued capital discipline by upstream companies. Nine is
supported by its $53 million of cash on the balance sheet, modest
maintenance capital spending needs and its undrawn ABL revolver.

Nine, headquartered in Houston, Texas, is a publicly-traded
provider of oilfield services to exploration and production
companies and primarily focused on onshore well completions.


NORDSTROM INC.: DBRS Confirms BB Issuer Rating, Trend Stable
-------------------------------------------------------------
DBRS Limited confirmed Nordstrom, Inc.'s Issuer Rating at BB and
changed the trend on the rating to Stable from Negative. DBRS
Morningstar discontinued the ratings on Company's Senior Secured
Debt facility as the facility has been fully repaid. Additionally,
DBRS Morningstar discontinued and withdrew Nordstrom's Senior
Unsecured Debt rating and notes that the discontinuation is not
related to DBRS Morningstar's view of the Company's credit quality.
The confirmation and trend change reflect DBRS Morningstar's
expectation that Nordstrom's earnings will benefit from the gradual
reopening of the economy through 2021, and while there is still
considerable uncertainty around the pace and magnitude of recovery,
Nordstrom's credit metrics are expected to remain in a range
acceptable for the BB rating over the near to medium term.
Nordstrom's ratings continue to be supported by its
well-established reputation for customer service, size, and market
position as well as its increasingly diverse customer base and
retail channels. The ratings also consider Nordstrom's exposure to
intensifying competition, particularly from e-commerce, economic
cycles, and shifting consumer trends.

On October 21, 2020, DBRS Morningstar downgraded Nordstrom's Issuer
Rating to BB from BBB (low) and maintained the trend as Negative.
The downgrade and Negative trend reflected a significant weakening
in DBRS Morningstar's outlook of Nordstrom's earnings profile,
based on the Company's deteriorating operating performance in the
first half of F2020 (H1 F2020) and uncertainty with respect to the
economy going forward, as well as the acceleration of structural
trends including evolving consumer buying behavior and an
intensifying competitive environment. DBRS Morningstar noted that
the trend could be changed to Stable if earnings improve
meaningfully and/or rapidly, and recovery in key credit metrics is
on account of an improvement in operating income rather than debt
reduction.

For the full year ended January 30, 2021 (F2020), Nordstrom's
revenues declined by 31% year-over-year (YOY) to $10.7 billion from
$15.5 billion in F2019, due to temporary stores closures mostly
during H1 F2020 and subdued consumer demand for the Company's
product categories. While sales volume improved sequentially in H2
F2020 (i.e., 18% YOY decline in H2 F2020 versus a 45% YOY decline
for H1 F2020) supported by a healthy 25% growth in digital sales,
revenue continued to remain materially below prepandemic levels. As
a result of operating deleverage and lower average merchandise
margins, EBITDA margins deteriorated to negative 3.5% for F2020 as
compared with positive 9.4% for F2019. As such, EBITDA declined to
negative $372 million in F2020 compared with positive $1.45 billion
for F2019. Cash flow from operations (before changes in working
capital) tracked the decline in EBITDA and fell to $113 million in
F2020 from $1.2 billion in F2019. Though the Company took proactive
measures to preserve capital by curtailing capital expenditure and
suspending shareholder returns, the Company was in a free cash flow
deficit position of $790 million after changes in working capital
and issued approximately $600 million of debt to fund this
deficit.

Looking ahead, DBRS Morningstar expects a material recovery in the
Company's earnings through F2021 with a gradual containment of this
pandemic and reopening of the economy. In fact DBRS Morningstar
believes that continued progress in vaccine rollouts combined with
ongoing government support could lead to a surge in consumer
spending later this year. This view is further supported by an
expected GDP growth of above 5% in the U.S. and Canada in 2021
(refer to DBRS Morningstar's "Global Macroeconomic Scenarios: March
2021 Update") and high consumer savings rate over the last year
(19.8% in January 2021 compared with 7.6% in January 2020), which
could accelerate an economic recovery. With travel relaxations and
economic reopenings, consumer spending on apparel and more
discretionary products is likely to increase as a larger percentage
of the population prepares to return to office. While consumers are
likely to feel more comfortable shopping at physical retail stores,
reinforced by high vaccination rates in the U.S. and Canada, DBRS
Morningstar expects the growth in digital sales to continue,
reflecting a more structural shift in the consumer behavior. With
the overall landscape continuing to be beneficial to e-commerce
channels, Nordstrom's investment in digital capabilities and
omnichannel centers should support this transition and improve the
pace of recovery in topline.

As such, DBRS Morningstar expects Nordstrom's sale volumes to
recover materially in 2021 and improve further in 2022. That said,
DBRS Morningstar believes revenues will remain below prepandemic
levels, at least over the near to medium term. However, DBRS
Morningstar expects EBITDA margins to recover to high single digits
by end of F2021, as a result of an improvement in merchandise
margins, operating leverage gains, asset optimization, and ongoing
cost-saving initiatives. Given the improvement in sales and EBITDA
margins, operating cash flows are likely to improve towards $0.9
billion to $1.0 billion range by the end of F2021, sufficient to
support historic capital intensity of 3% to 4% and modest debt
reduction.

Should the operating results recovery be stronger than expected,
combined with strong operational execution and prudent financial
management, further positive rating actions could occur.
Conversely, if the Company's operating performance is
weaker-than-expected and/or leverage ratio is expected to sustain
above 4 times levels for a prolonged period, the ratings could be
pressured.

Notes: All figures are in U.S. dollars unless otherwise noted.



NRG ENERGY: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on
independent power producer (IPP), NRG Energy Inc.

The rating affirmation follows revised estimates of the financial
costs from Winter Storm Uri. The company now estimates
storm-related losses at $975 million. NRG believes that it can
implement offsetting measures of at least $275 million that will
mitigate the loss. Some of these impacts were harder to estimate
earlier as load data was being updated. S&P notes that residential
load is based on smart meter readings. These readings represented
actual consumption amounts when settlements occurred the week of
Feb. 22, 2020. Commercial and industrial (C&I) load settlements;
however, are based on estimates and is eventually trued up 55 days
from the transaction date. A substantial portion of the increase in
estimates relate to uplift costs to load and the nonperformance of
a heat rate call option (HRCO) counterparty.

S&P said, "Unlike peer Vistra Corp., we do not expect NRG's
leverage levels to be higher at year-end 2021 compared with its
leverage at close of the Direct Energy transaction. Borrowings on
the revolver, that had increased to about a $1.0 billion soon after
the storm, have since declined to $100 million as of May 2021. We
now expect adjusted debt to EBITDA about 3.5x (based on a run-rate
for 2022), instead of the 2.9x the company achieved at year-end
2020.

"We expect the busines risk profile (BRP) to remain unaffected once
ERCOT reforms are implemented. We revised NRG's business risk
profile to satisfactory at the close of the Direct Energy
transaction. The acquisition of Direct Energy moves NRG's aggregate
EBITDA decisively to retail power (i.e., to 56% from 47%). The
transaction more than doubles retail mass platform to serve
approximately 6 million customers combined.

"We continue to assess the company's BRP as satisfactory and its
financial risk as significant. However, ERCOT requires market
reforms and spending on its electric/gas infrastructure to remedy
the issues that the effects of Uri have exposed. We will review the
BRP after the implementation of reforms that address heightened
systemic risks. We note that the proposed House and Senate bills
are consistent with our expectation of reforms required to ensure
that events that transpired during Uri do not occur again in future
weather events.

"The sale of its noncore portfolio does not influence BRP
assessment but we see the growing short position as a risk. Based
on our estimates, NRG's legacy business is about 2 gigawatts (GW)
short in ERCOT in the peak summer periods. Recognizing that need,
the company has already made one request for offer (RFO) for
renewable power purchase agreement (PPAs) and has contracted about
2.2 GW. The fallout from the COVID-19 pandemic has delayed much of
this generation, currently under construction. We note that even if
PPA contracts for solar generation are structured as energy-only
payments, given the predictable nature of the resource, generation
is also predictable, making take-and-pay contracts similar to
take-or-pay contracts. NRG has announced a second RFP and is
reviewing bids. The sale of nearly 5 GW of noncore assets makes
NRG's aggregate generation position shorter still (assets included
in sale are non-ERCOT)."

S&P still factors over $350 million of deleveraging in 2021. Given
that a retail business is asset-lite and typically generates high
cash flows, NRG has leveraged up for the Direct Energy acquisition,
which has slowed its credit momentum compared to its stand-alone
credit profile. The company expects to pay down about $385 million
in 2021. Separate from this deleveraging, with 4.8 GW of mid-merit
and peaking asset sales, the company expects to repay an
incremental $500 million in first quarter 2022.

The company has an incentive to deleverage. A business that
requires high use of margining provisions is operated more
effectively and efficiently with an investment-grade balance sheet.
As a result, S&P believes the company has an incentive to
deleverage to improve credit quality and stride toward its
investment-grade aspirations.

Even as it has a short position, backwardated power prices can
still be a concern for NRG' liquidity. A risk that S&P assesses for
all IPPs is the significant backwardation of forward power curves
in markets such as ERCOT. Over the past four years we have observed
that the forward markets are heavily influenced by a small number
of power purchase agreement (PPA)-related transactions in a
relatively illiquid hedging market for the outer years (more than
two years out). The forward prices also do not appear to reflect
any scarcity associated with the increasingly intermittent
availability of resources.

The recently released capacity, demand, and reserves (CDR) report
shows a significant increase in solar deployment and an increase in
the reserve margins. While the CDR has historically overestimated
renewable capacity additions, there is risk that forward prices
could remain backwardated. NRG's retail franchises should thrive in
a low price environment. Still, because the company purchases more
power, its requirements would be substantially higher than peers
should commodity prices be stressed to the downside. As a result,
S&P will continue to model its liquidity needs against low power
price stress scenarios.

The rating reflects S&P's expectation of high cash flow conversion,
and an integrated business strategy that results in lower
volatility in cash flow even as the forward curve is in
backwardation. Post-acquisition, NRG has higher scale in the retail
business and improving profitability, countered by the substantial
debt-financed transaction that results in leverage of about 3.8x
adjusted debt to EBITDA at the close of the acquisition. While the
transaction increases overall leverage, an improvement in the
company's business risk profile from higher scale, and expectations
of modest deleveraging through 2021 lessen the impact of winter
storm Uri on credit quality. S&P's stable outlook reflects
expectations that adjusted debt to EBITDA moderates to about 3.5x
on a run-rate basis in 2022.

S&P said, "We would revise the outlook to negative and lower
ratings could follow should net debt to EBITDA of the pro forma
company weaken below 4.0x and FFO to debt fall below 20.0%. We
expect this could happen if the markets NRG operates in experience
lower energy margins than expected, or if the company is caught
short of generation in scarcity events. Cashflows could also be
affected should demand falls and power prices remain depressed such
that liquidity demands increase sharply thwarting growth, or
volatility falls such that margins in the retail business decline.
We could consider a downgrade if the payments for purchased power
results in an increase in NRG's operating leverage, or an increase
in its financial leverage from debt imputation because of
predictable payments for the purchased power. The inability of the
company to extract synergies as expected could also result in a
revised outlook."

A positive outlook could follow if the company continues to pay
down debt such that adjusted debt-to-EBITDA ratios decline below
3.25x, and trend lower. Furthermore, investment-grade ratings could
yet follow if the company is able to extract synergies as expected,
or improve margins, such that debt to EBITDA declines below 3.0x ,
or adjusted FFO to debt increases to about 30% on a sustained
basis. However, forward credit momentum is also contingent on
market reforms that lessen systemic risks that arose during the
winter weather event.



NSA INTERNATIONAL: S&P Ups ICR to 'B-' on Improved Performance
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
multi-level marketing, direct sales company NSA International LLC's
(Juice Plus) to 'B-' from 'CCC'. Concurrently, S&P raised its
issue-level rating on the company's senior secured credit facility
to 'B' from 'CCC'. S&P also revised the recovery rating to '2' from
'3', indicating its expectation for substantial (70%-90%, rounded
estimate: 75%) recovery in the event of default.

S&P said, "The stable outlook reflects our expectation that the
company will continue to generate modest topline and EBITDA growth
and improve adjusted leverage to the low-6x area and discretionary
cash flow after tax distribution to about $40 million by the end of
fiscal 2022.

"The company's operating performance continues to improve, and we
expect modest topline and EBITDA growth in fiscal 2022. The
increasing focus on health and nutrition during the pandemic drove
demand for the company's products. In addition, part-time income in
a work-from-home environment spurred new distributors to join. Both
customers and distributors increased across the U.S. and
international markets. In addition, the company benefited from a
few strategic initiatives, including the rollout of enhanced
digital and virtual office capabilities, geographic expansion, and
inroads into new customer groups within existing geographies. We
expect adjusted leverage to improve to the low-6x area and
discretionary cash flow after tax distribution of about $40 million
by the end of fiscal 2022.

"We expect the company to remain in compliance with its financial
maintenance covenant over the next year. Juice Plus has more than
$75 million of liquidity, including cash and revolver availability,
which should support its operation in the near term. The credit
agreement contains a consolidated total net leverage covenant,
which steps down to 3.75x by April 30, 2021 (end of fiscal 2021)
and remains at this level for the duration of the credit agreement.
We expect the company to have more than 25% cushion over the next
few years. The company has no near-term debt maturities, with its
revolver expiring in November 2023 and term loan due in November
2025. We also believe the risk of further debt repurchases below
par is lower given the term loan is trading at about 95 cents on a
dollar."

An uncertain post-pandemic environment could negatively affect
operating performance. There are still many uncertainties,
including that pandemic-driven benefits could dissipate as the
economy reopens. Before the pandemic, financial performance
deteriorated substantially; it's possible the same factors,
including competition for gig economy workers, could again hurt
profitability. In addition, as vaccination progress continues and
more people return to work, the need for part-time income could
lessen. It is also possible that new product launches may not
resonate with customers.

S&P said, "The stable outlook reflects our expectation that the
company will continue to generate modest topline and EBITDA growth
and improve adjusted leverage to the low-6x area and discretionary
cash flow after tax distribution to about $40 million by the end of
fiscal 2022.

"We could raise our ratings in the next 12 months if the company
continued to improve its operating performance in line with our
expectation as the economy reopens while retaining its customer and
distributor base, such that adjusted leverage remained 5.5x or
below and EBITDA interest coverage reached and remained 2.5x or
above.

"We could lower our ratings if the company's operating performance
started to deteriorate, leading to an unsustainable capital
structure, weaker discretionary free cash flow generation, and
EBITDA interest coverage of 1.5x or below. This could happen due to
an inability to retain distributors and customers as economic
conditions improve, increasing competition from the gig economy,
and unsuccessful product launches."


NTH SOLUTIONS: Wins Cash Collateral Access Thru June 11
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Nth Solutions, LLC to use cash collateral through
June 11, 2021.

The Debtor is authorized to use cash collateral to pay all
reasonable and necessary expenses related to the operation of its
business, including all trust fund payroll and sales taxes in
accordance with the Budget.

The Debtor's use of Cash Collateral may be extended for an
additional four weeks upon filing with the Court an Amended Budget
which has been approved by the Debtor and Bryn Mawr Trust, the
Lender.

As adequate protection, the Lender is granted valid, binding,
enforceable and perfected post-petition replacement liens on the
Debtor's assets, but limited to only those types and descriptions
of collateral in which the Lender holds a pre-petition lien or
security interest -- and only to the extent of the pre-petition
perfection and priority of the asserted pre-petition lien. The
Replacement Liens will have the same priority and validity as the
Lender's pre-petition security interests and liens.

A further hearing to consider the Debtor's use of Cash Collateral
is scheduled for June 9 at 11 a.m.

A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3hrS8qh from PacerMonitor.com.

The Debtor projects total expenses of $95,663.

                      About Nth Solutions

Nth Solutions, LLC -- https://nth-solutions.com/ -- operates a
facility located at 15 East Uwchlan Avenue in Exton, Pa., where it
manufactures electronic and mechanical precision devices. In
addition to its own product line, Nth Solutions also works with its
clients using a proprietary market-driven methodology in order to
produce additional "state-of-the-art" products.

Nth Solutions sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 21-10782) on March 26, 2021.  In the
petition signed by Susan Springsteen, managing partner and member,
the Debtor estimated less than $50,000 in assets and liabilities of
$1 million to $10 million.  

Judge Eric L. Frank oversees the case.

Maschmeyer Karalis P.C. represents the Debtor as counsel.



NUVERRA ENVIRONMENTAL: Incurs $7.6M Net Loss in First Quarter
-------------------------------------------------------------
Nuverra Environmental Solutions, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $7.60 million on $23.67 million of total revenue for
the three months ended March 31, 2021, compared to a net loss of
$23.04 million on $37.94 million of total revenue for the three
months ended March 31, 2020.

As of March 31, 2021, the Company had $184 million in total assets,
$59.40 million in total liabilities, and $124.6 million in total
shareholders' equity.

Net cash used in operating activities was $0.8 million for the
three months ended March 31, 2021.  The net loss, after adjustments
for non-cash items, used cash of $1.1 million, compared to $1.0
million provided in the corresponding 2020 period.  Changes in
operating assets and liabilities provided $0.3 million in cash
primarily due to an increase in accounts payable because of the
timing of cash payments.  The non-cash items and other adjustments
included $6.1 million of depreciation and amortization, and
stock-based compensation expense of $0.1 million, partially offset
by a $0.1 million gain on the sale of assets.

Net cash provided by operating activities was $7.4 million for the
three months ended March 31, 2020.  The net loss, after adjustments
for non-cash items, provided cash of $1.0 million.  Changes in
operating assets and liabilities used $6.4 million in cash
primarily due to decreases in accounts payable and accrued
liabilities.  The non-cash items and other adjustments included
$8.0 million of depreciation and amortization, stock-based
compensation expense of $0.3 million, long-lived asset impairment
charges of $15.6 million partially offset by a $0.1 million gain on
the sale of assets.

Net cash used in investing activities was $0.5 million for the
three months ended March 31, 2021 and primarily consisted of $0.6
million of purchases of property, plant and equipment partially
offset by $0.1 million of proceeds from the sale of property, plant
and equipment.  Asset sales were primarily comprised of the
disposition of motor vehicles and under-utilized or non-core
assets, while asset purchases included investments in the Company's
disposal capacity and its fleet upgrades for water transport and
disposal services.
Net cash used in investing activities was $1.2 million for the
three months ended March 31, 2020 and primarily consisted of $1.4
million of purchases of property, plant and equipment partially
offset by $0.2 million of proceeds from the sale of property, plant
and equipment.  Asset sales were primarily comprised of
under-utilized or non-core assets, while asset purchases included
investments in our disposal capacity and the Company's truck fleet
for water transport and disposal services.

Net cash used in financing activities was $0.8 million for the
three months ended March 31, 2021 and was primarily comprised of
$0.1 million of payments on the CRE Loan and $0.7 million of
payments on vehicle finance leases and other financing activities.

Net cash used in financing activities was $1.4 million for the
three months ended March 31, 2020 and was primarily comprised of
$0.8 million of payments on the First Lien Credit Agreement and
Second Lien Term Loan Agreement and $0.6 million of payments on
finance leases and other financing activities.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1403853/000140385321000028/nes-20210331.htm

                           About Nuverra

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

Nuverra Environmental reported a net loss of $44.14 million for the
year ended Dec. 31, 2020, compared to a net loss of $54.94 million
for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company
had $191.07 million in total assets, $58.78 million in total
liabilities, and $132.28 million in total shareholders' equity.


OBALON THERAPEUTICS: Incurs $4.2 Million Net Loss in First Quarter
------------------------------------------------------------------
Obalon Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.17 million on zero revenue for the three months ended March
31, 2021, compared to a net loss of $5.26 million on $780,000 of
revenue for the three months ended March 31, 2020.

As of March 31, 2021, the Company had $17.34 million in total
assets, $7.25 million in total liabilities, and $10.10 million in
total stockholders' equity.

Cost of revenue was none for the first quarter of 2021, down from
$0.5 million for the first quarter of 2020.  Gross profit for the
first quarter of 2021 was none compared to a gross profit of $0.2
million for the first quarter of 2020.

Research and Development expense for the first quarter of 2021
totaled $0.1 million, down from $1.3 million for the first quarter
of 2020.  Selling, General and Administrative expense increased to
$4.1 million for the first quarter of 2021, compared to $3.9
million for the first quarter of 2020.

Operating loss for the first quarter of 2021 was $4.2 million, down
from a loss of $4.9 million for the first quarter of 2020.

As of March 31, 2021, the Company had cash and cash equivalents of
$9.0 million and $0.4 million of debt related to its Payroll
Protection Program loan.

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

https://www.sec.gov/Archives/edgar/data/1427570/000155837021006873/obln-20210331x10q.htm

                  About Obalon Therapeutics Inc.

Obalon Therapeutics, Inc. (NASDAQ:OBLN) -- http://www.obalon.com--
is a San Diego-based company focused on developing and
commercializing novel technologies for weight loss.

Obalon Therapeutics reported a net loss of $12.33 million for the
year ended Dec. 31, 2020, compared to a net loss of $23.67 million
for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company
had $10.61 million in total assets, $5.95 million in total
liabilities, and $4.66 million in total stockholders' equity.


OMEROS CORP: Incurs $35.1 Million Net Loss in First Quarter
-----------------------------------------------------------
Omeros Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $35.09 million on $21.06 million of net product sales for the
three months ended March 31, 2021, compared to a net loss of $29.03
million on $23.54 million of net product sales for the three months
ended March 31, 2020.

As of March 31, 2021, the Company had $161.44 million in total
assets, $43.43 million in total current liabilities, $27.81 million
in non-current lease liabilities, $312.16 million in unsecured
convertible senior notes, and a total shareholders' deficit of
$221.96 million.

For the first quarter of 2021, OMIDRIA revenues were $21.1 million
compared to $10.6 million for the fourth quarter of 2020.  The
uncertainty around OMIDRIA's reimbursement status affected revenues
in the fourth quarter and extending into early February 2021.

Total costs and expenses for the first quarter of 2021 were $51.7
million compared to $47.2 million for the first quarter of 2020.
The increase was primarily due to research and development expenses
related to narsoplimab manufacturing. Until approval for
narsoplimab in TA-TMA is certain, manufacturing costs for
narsoplimab are expensed as incurred instead of included as
inventory.

As of March 31, 2021, the company had $100.5 million of cash, cash
equivalents and short-term investments.  The company also has a
line of credit, which permits borrowing up to the lesser of 85
percent of eligible accounts receivable less certain reserves and
$50.0 million.

On March 1, 2021, the company entered into an "at the market" sales
agreement which allows the company to sell, from time to time, up
to $150.0 million of its common stock.

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

https://www.sec.gov/Archives/edgar/data/1285819/000155837021006671/0001558370-21-006671-index.htm

                     About Omeros Corporation

Seattle, Washington-based Omeros -- www.omeros.com -- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market and orphan indications
targeting inflammation, complement-mediated diseases, disorders of
the central nervous system and immune-related diseases, including
cancers.

Omeros reported a net loss of $138.06 million for the year ended
Dec. 31, 2020, compared to a net loss of $84.48 million for the
year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$181.04 million in total assets, $36.74 million in total current
liabilities, $28.77 million in non-current lease liabilities,
$236.29 million in unsecured convertible senior notes, and a total
shareholders' deficit of $120.75 million.


OVERSEAS SHIPHOLDING: S&P Lowers ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Overseas
Shipholding Group Inc. (OSG) to 'CCC+' from 'B-' and its
issue-level rating on its $325 million term loan to 'B' from 'B+'.
S&P's '1' recovery rating on the term loan remains unchanged,
indicating its expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.

S&P said, "We revised our assessment of the company's liquidity to
less than adequate from adequate due to its weaker earnings.

"The negative outlook reflects our expectation that OSG's earnings
will decline significantly in 2021 relative to 2020, which will
cause it to generate weak cash flow and further constrain its
liquidity. The outlook also reflects downside risk if its earnings
or liquidity are weaker than we anticipate.

"The downgrade reflects our expectation for a significant decline
in the company's earnings in 2021, which will weaken its credit
metrics. OSG provides energy transportation services for crude oil
and petroleum products in the U.S. flag markets. The ongoing
coronavirus pandemic has reduced the demand for oil and created
business uncertainties for many of the company's customers, mainly
U.S.-based oil producers, refiners, and distributors. As such, some
of OSG's customers have not entered into transportation
commitments, which--in turn--has significantly weakened its recent
operating performance. We anticipate this trend will continue in
the near term, although we note some signs of improving demand,
such as the recent increase in refinery utilization and rising
demand for gasoline and diesel. Overall, our base-case forecast
assumes adjusted debt to EBITDA in the 5x area in 2021 and positive
free operating cash flow (FOCF) to debt. However, the company's use
of shorter-term leases relative to those of its the broader peer
group results in an ongoing rental commitment to maintain its
rental fleet that is more onerous than implied by our measure of
its adjusted leverage.

"We view OSG's liquidity as less than adequate over the next 12
months. The company's sources of liquidity primarily comprise its
cash balance and the cash it generates from its business
operations. While OSG has committed to sell one of its vessels in
the second quarter of 2021, which will likely provide it with
additional liquidity, it has significant annual debt amortization,
finance lease payments and maintenance capital expenditure (capex)
requirements in relative to its operating cash flow. We believe the
company's sources of cash will be less than 1.2x its uses over the
next 12 months.

"The negative outlook on OSG reflects our expectation for a
difficult operating environment this year due to the uncertainties
in its end markets and reduced shipping demand. We expect these
factors will adversely affect its operating performance, causing it
to generate weak cash flow and further constraining its liquidity.
The outlook also entails downsides risk if its earnings or
liquidity are weaker than we anticipate.

"We could lower our ratings on OSG if a further decline in its
earnings leads us to conclude that it will likely default during
the following 12 months. This could also occur if we believe OSG
will likely miss interest payments or debt repayments or it
implements a distressed exchange or below-par debt redemption. We
could also lower our rating if the company's liquidity further
deteriorates such that we revise our liquidity assessment to weak.

"We could revise our outlook on OSG to stable over the next 12
months if it market conditions improve such that it delivers a
better-than-expected operating performance and generates stronger
cash flow on a sustained basis. We would also expect OSG to meet
our requirements for an adequate liquidity assessment before
revising our outlook."



PANBELA THERAPEUTICS: Incurs $2.3 Million Net Loss in First Quarter
-------------------------------------------------------------------
Panbela Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.26 million for the three months ended March 31, 2021,
compared to a net loss of $1.80 million for the three months ended
March 31, 2020.

As of March 31, 2021, the Company had $8.89 million in total
assets, $1.31 million in total current liabilities, and $7.58
million in total stockholders' equity.

General and administrative expenses were $1.1 million in the first
quarter of 2021, compared to $0.5 million in the first quarter of
2020.  The change in the quarter is primarily associated with
increased headcount and other increased costs associated with
maintaining the Company's common stock on the Nasdaq Capital
Market.

Research and development expenses were $1.1 million in the first
quarter of 2021, compared to $0.6 million in the first quarter of
2020.  The change in quarter is due primarily to higher
manufacturing costs in preparation for future clinical trials.

Total cash was $8.1 million as of March 31, 2021.  Total current
assets were $8.8 million and current liabilities were $1.3 million
as of the same date.  The company had no debt as of March 31,
2021.

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

https://www.sec.gov/Archives/edgar/data/1029125/000143774921011830/snbp20210331_10q.htm

                           About Panbela

Headquartered in Waconia, Minnesota, Panbela Therapeutics, Inc. --
www.Panbela.com -- is a clinical stage biopharmaceutical company
developing disruptive therapeutics for the treatment of patients
with cancer.  Its product candidate, SBP-101, is a proprietary
polyamine analogue designed to induce polyamine metabolic
inhibition, a metabolic pathway of critical importance in multiple
tumor types.

Panbela Therapeutics reported a net loss of $4.77 million for the
year ended Dec. 31, 2020, compared to a net loss of $6.20 million
for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company
had $9.81 million in total assets, $1.36 million in total
liabilities, and $8.45 million in total stockholders' equity.

Tampa, Florida-based Cherry Bekaert, the Company's auditor since
2014, issued a "going concern" ualification in its report dated
March 25, 2021, citing that the Company has recurring losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.


PANDA STONEWALL: S&P Lowers Rating to 'CCC-' on Refinancing Risk
----------------------------------------------------------------
S&P Global Ratings lowered its senior secured debt rating on the
term loan to 'CCC-' from 'CCC+', based on proximity to its
maturity. S&P's recovery rating remains '2'.

The negative outlook reflects the likelihood of a default or
distressed exchange within the next six months, barring an
unexpected positive development.

Stonewall is 778-megawatt (MW) power plant that has been
operational since 2017. Stonewall sells its power into
Pennsylvania-New Jersey-Maryland Interconnection's (PJM) Dominion
zone.

Near-term refinancing risk is high. Stonewall's $500 million term
loan B ($485 million outstanding as of Sept. 30, 2020) matures in
November 2021. Without a refinancing, the project will default on
its debt. Although S&P believes the project's underlying
operational performance supports a sustainable capital structure,
the upcoming maturity means Stonewall depends on favorable
business, financial, and economic conditions to meet its financial
obligations.

The time to complete some kind of sale before maturity is waning.
Panda Power Funds, Stonewall's owner, has sold three rated projects
in recent years, all of which were combined-cycle natural gas
plants of a similar vintage to Stonewall, that were in financial
distress. In June 2020, it sold Panda Patriot and Panda Liberty to
a partnership of Carlyle Power Partners II L.P. and EIG Management
Co. LLC, which then recapitalized the projects with new equity and
debt. In October 2020, Panda Power Funds sold Panda Hummel Station
to LS Power Corp.

S&P said, "Following these transactions, and given our view of the
Stonewall asset, we have long believed some type of sale is likely.
Such a sale would likely improve the project's ability to refinance
its debt, whether by receiving new equity, or by improving lenders'
views of the operational capabilities of the project's ownership.
However, with only six months to the term loan's maturity, the
window in which Stonewall could complete a sale--which would
require going through a regulatory approval process that usually
takes several months--and also a refinancing is now slim. Any such
transaction would carry with it a high degree of execution risk to
finish ahead of the November maturity.

"Operational and market risks remain elevated. Our base-case
forecast--which assumes a successful refinancing of Stonewall's
term loan B rating at its current interest rate--is unchanged since
our last rating action in February 2021. We now anticipate a
minimum debt-service coverage ratio (DSCR) of 1.3x (in December
2023) with an average DSCR of 1.55x over the life of the asset.
However, these metrics still indicate that operational and market
risks remain elevated, as highlighted by our recent downward
revision in forecast PJM capacity prices in the 2022-2023 delivery
year and beyond. The project's market risk is further increased by
our expectation for Stonewall's HRCOs, which can hedge against a
period of weak power prices, to not be renewed after they roll off
in May 2021. While we expect Stonewall will eventually re-hedge its
power price exposure, the project will be fully merchant for some
time, which increases exposure to further declines in power prices
and could lead to sudden declines in financial performance.

"The negative outlook reflects the likelihood of a default or
distressed exchange within the next six months, barring an
unexpected positive development.

"We would lower the rating if Stonewall announces a restructuring
plan or defaults.

"A successful refinancing would put upward pressure on the current
rating. Following a successful refinancing, we would reevaluate the
sustainability of Stonewall's capital structure to inform our
rating."



PAPPY'S TRUCKS: Unsec. Creditors Owed $5.65M to Get $60K in Plan
----------------------------------------------------------------
Pappy's Trucks, Ltd., submitted a Second Amended Plan of
Reorganization and a Disclosure Statement on May 11, 2021.

Class 4 consists of the Allowed Secured Claim of Newtek Small
Business Finance, LLC. The Allowed Secured Claim amount shall be
resolved by the surrender of equipment on or before the Effective
Date. The Allowed Secured Claim is estimated at $90,000.  This
Claimant shall retain its lien to secure this claim. Newtek has a
blanket lien on all of the assets of Pappy's Trucks and a first
position lien on the following trucks.

Class 6 consists of the Allowed General Unsecured Claims. The total
of Claims in this class is estimated at $5,650,052.  To the extent
the Class 6 Claims are Allowed, they shall be paid a total of
$1,000 per month, to be distributed pro rata among the Class 10
Claimants, payable in equal monthly installments without interest
for 60 months, beginning on the first day of the first month
following the Effective Date and continuing on the first day of
each month thereafter. This Class shall include but is not limited
to the deficiency claims of Old Second Bank, Siemens Financial
Services, Simmons Bank and Newtek.

All Equity Interests in the Debtor shall be cancelled as of the
Effective Date, and new equity interests reflecting 100% ownership
of the Reorganized Debtor shall be issued to Mud Makers Ready Mix,
LLC ("Mud Makers"). Transfer of the ownership of the Debtor to Mud
Maker's satisfies the absolute priority rule issues. There is no
basis for auctioning off the equity of the Debtor. The Debtor has
made inquiry of other concrete and trucking companies including
Estrada and none has expressed any interest in acquiring the equity
of the Debtor.

The Plan will be funded by the Debtor through the income the Debtor
will earn through the continuation of the Debtor's business. The
projections are based on the operations of Pappy's Trucks during
the bankruptcy case. The amount paid to Pappy's Trucks is enough to
make the proposed loan payments.

As of the date of the filing of this Disclosure Statement there are
two significant litigation matters pending: A request for allowance
of an administrative expense claim by People's Capital and Leasing
Corp. and a Motion of Newtek Small Business Finance Inc. for Relief
from the Automatic Stay. Debtor will dispute both Motions.

Since the filing of the Disclosure Statement People's Capital and
Leasing has repossessed its collateral. The result of these
repossessions has been to reduce the Debtor's equipment and
vehicles but more significantly it has reduced a significant amount
of debt. The reduction in debt levels should actually assist the
Debtor to be able to make payments going forward. The Debtor has
defaulted on the Prosperity Bank loans and Prosperity Bank has stay
relief. Prosperity Bank has allowed the Debtor to make payments to
it after the stay has been terminated to permit the Debtor to
continue to use its equipment.  

A full-text copy of the Second Amended Disclosure Statement dated
May 11, 2021, is available at https://bit.ly/3fdcP6M from
PacerMonitor.com at no charge.

The Debtor is represented by:

         Joyce W. Lindauer
         Kerry S. Alleyne
         Guy Holman
         Joyce W. Lindauer Attorney, PLLC
         1412 Main Street, Suite 500
         Dallas, Texas 75202
         Telephone: (972) 503-4033
         Facsimile: (972) 503-4034

                     About Pappy's Trucks Ltd.

Pappy's Trucks Ltd., a freight shipping and trucking company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Case No. 19-33605) on Oct. 31, 2019.  At the time of the
filing, the Debtor was estimated to have assets of between $1
million and $10 million and liabilities of the same range.  The
case is assigned to Judge Stacey G. Jernigan.  The Debtor tapped
Joyce W. Lindauer Attorney, PLLC, as its legal counsel.


PARK HOTELS: S&P Rates New $650MM Senior Secured Notes 'B+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level and '2' recovery
ratings to the proposed $650 million senior secured notes due 2029
to be issued by Park Hotels & Resorts Inc.'s subsidiary borrowers
Park Intermediate Holdings LLC, PK Domestic Property LLC, and PK
Finance Co-Issuer Inc. S&P also lowered its issue-level ratings on
Park's existing senior secured debt to 'B+' from 'BB-' and revised
the recovery rating to '2' from '1'. The '2' recovery rating
indicates its expectation for substantial (70%-90%; rounded
estimate: 75%) recovery for senior secured lenders in the event of
a default.

The company will use proceeds from the proposed notes to repay a
portion of outstanding revolver balances and a portion of the $670
million delayed-draw term loan due August 2024, as well as to cover
transaction fees and expenses. S&P assumed additional repayment of
remaining outstanding revolver balances and additional delayed-draw
term loan repayment after Park announced it has agreed to sell
Hotel Indigo San Diego Gaslamp Quarter and Courtyard Washington
Capitol Hill Navy Yard for a total of $149 million. In S&P's
recovery analysis, it assumes total revolver commitments are $901
million at the time of hypothetical default because of a planned
reduction of commitments in December 2021, when $174 million of the
current $1.075 billion commitments mature. The reduced future
commitment level of $901 million will mature in 2023.

S&P said, "Despite a reduction in total debt after the proposed
notes transaction and asset sales, we lowered the issue-level
rating on the existing secured debt because our recovery analysis
makes a standard assumption that 85% of the revolver is drawn at
the time of hypothetical default. This standard assumption leads to
more assumed secured debt under our hypothetical default
assumptions and lowers recovery prospects for lenders as a result
of the proposed notes issuance.

"Our 'B' issuer credit rating and negative outlook on Park are
unchanged. We believe Park's liquidity and business strengths
warrant looking to 2022 for the company to restore credit measures
to align line with the current 'B' issuer credit rating,
particularly if the pace of COVID-19 vaccinations and the current
travel recovery continue. Park's monthly cash usage in March 2021
was about $32 million, which consisted of $27 million in operating
and corporate expenses that are adjusted for interest expense from
the proposed notes issuance, as well as maintenance capital
expenditure of about $5 million. We estimate Park would have about
$1.77 billion of pro forma liquidity after accounting for the
proposed issuance, asset sales, debt repayment, and anticipated
reduction of revolver commitments to $901 million after December
2021." As a result, the liquidity runway would be more than 55
months based on March results and could plausibly enable Park to
sustain operations until travel and hotel demand gain further
momentum.

S&P believes looking to 2022 for Park to restore credit measures is
further supported by:

-- S&P's expectation that the company's adjusted net debt to
EBITDA could improve to the 8x-8.5x range in 2022;

-- S&P's belief that Park's portfolio of hotels will eventually
recover along with leisure and hotel demand because of its exposure
to desirable city-center and destination travel markets;

-- The company's high-quality asset base, which enables it to
command premium pricing in stable economic conditions;

-- Park's debt maturity profile pro forma for the proposed
issuance and asset sales extends maturities to 2023 and beyond;

-- The company's unencumbered asset base that provides the
flexibility to monetize individual hotels to reduce debt if needed,
even if the timing may be disadvantageous in a recession scenario.

S&P updated its base-case forecast to incorporate the following
assumptions:

-- In the U.S., the economy, midscale, and extended-stay hotel
segments have outperformed the industry, and the upper-upscale and
luxury full-service segments have underperformed the industry since
the pandemic began. This divergence has remained in recent months
and could persist until there is widespread immunization to
COVID-19 that improves consumers' confidence about traveling. S&P
assumes this divergence will continue into at least the third
quarter of 2021.

-- Leisure travel continues to lead hotel demand through 2021,
with business transient and group business starting to recover once
widespread immunization occurs by mid-2021. Later in 2021 and in
2022, the business and group travel recovery leads to higher
revenue per available room (RevPAR) room nights (even with average
daily rates still below 2019 levels) and causes U.S. industry
RevPAR in 2022 to grow at a faster rate than it did in 2021.

-- EBITDA generated by a hotel owner will be more sensitive than
that generated by a manager and franchisor to changes in RevPAR.

-- Park manages its cost base in a manner that achieves breakeven
at lower occupancy rates than previously because guests may demand
lower service levels, particularly food and beverage or any
high-touch-point service, for a prolonged period. The company
recently translated this concept into an ability to break even in
March with 32% occupancy and an average daily rate that is 25%
below 2019 levels, demonstrating stronger cost control than
previously indicated.

-- U.S. industry RevPAR could increase 20%-30% in 2021 but remain
30%-40% below 2019 levels. S&P assumes Park's RevPAR will increase
by more than the high end of its industry range in 2021 from very
depressed levels in 2020 but remain about 55%-60% below 2019
levels.

-- U.S. industry RevPAR could increase 30%-40% in 2022 but remain
10%-20% below 2019 levels. S&P assumes Park's RevPAR will increase
by more than the high end of our industry range in 2022 because of
a full year of business and group recovery but nonetheless remain
about 20%-25% below 2019 levels.

-- Given Park's exposure to owned hotels and significant operating
leverage in the business model, adjusted EBITDA could be modest in
2021 and improve substantially in 2022, but still be 30%-35% below
2019 EBITDA.

-- No dividends or share repurchases through 2022.

-- No acquisitions--and asset sales are limited to those that have
been announced--in 2021 and 2022.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted net debt-to-EBITDA that is very high in 2021,
improving to the 8x-8.5x range in 2022.

-- Low EBITDA coverage of interest expense in 2021, improving to
almost 2x in 2022.

Issue Ratings--Recovery Analysis

Key analytical factors:

-- S&P assigned its 'B+' issue-level and '2' recovery ratings to
the proposed senior secured notes due in 2029. S&P also lowered its
issue-level ratings on Park's existing senior secured debt to 'B+'
from 'BB-' and revised the recovery ratings to '2' from '1'.

-- S&P's recovery analysis assumes the proposed issuance raises
$650 million of senior secured notes due 2029.

-- Existing secured debt consists of a $1.075 billion revolver
($901 million assumed in our waterfall)(unrated), $670 million
delayed-draw term loan ($458 million assumed in its waterfall,
after the proposed issuance and asset sales) (unrated), $650
million senior secured notes due 2025, and $725 million senior
secured notes due 2028.

-- The '2' recovery rating indicates its expectation of
substantial (70%-90%; rounded estimate: 75%) recovery for lenders
in the event of a default. The '2' recovery rating assumes $901
million of revolver commitments at the time of hypothetical
default. The revolver commitments will temporarily increase to
$1.075 billion until December 2021 and decrease to $901 million
thereafter.

-- The proposed notes are pari passu with the existing credit
facilities, $670 million delayed-draw term loan ($458 million
assumed in our waterfall, after the proposed issuance and asset
sales), $650 million senior secured notes due 2025, and $725
million senior secured notes due 2028. Collectively, they are
secured by a first-priority lien on the equity interests of eight
property-owning subsidiaries. In addition, subsidiary guarantees
will be provided by subsidiaries owning unencumbered hotels, and we
assume their value, as well as the pro rata share of residual value
(if there is any) from encumbered hotels, would benefit lenders of
the notes, credit facilities, and delayed-draw term loan in the
event of a default.

-- The covenant relief period has been extended through Dec. 31,
2021. The collateral securing the notes, credit facilities, and
delayed-draw term loan would be released subsequent to the covenant
relief period if Park complies with financial covenants and its
leverage ratio as defined in the amended credit agreements of below
6.5x for two consecutive quarters. In addition, even if collateral
is released, subsidiary guarantees from encumbered and unencumbered
hotels would remain. The company would not be able to secure any
other debt with the released collateral. If the collateral is
released, we would reassess the notes, credit facilities, and
delayed-draw term loan as unsecured debt.

-- Park must maintain a covenant for minimum liquidity through
December 2022. Minimum liquidity through Dec. 24, 2021, is defined
as $200 million in unrestricted cash and revolver availability plus
50% of the $174 million non-extending revolver commitments (or $87
million). After Dec. 24, 2021, minimum liquidity is defined as $200
million in unrestricted cash and revolver availability. In
addition, during the covenant relief period, there will be negative
incurrence covenants, including restrictions on additional
indebtedness other than the credit facilities, delayed-draw term
loan, notes, and nonrecourse debt on excluded subsidiaries limited
to an aggregate of $350 million, subject to certain terms and
conditions. Subsidiaries other than those that guarantee the credit
facilities, delayed-draw term loan, and notes will be prohibited
from providing guarantees to other debt. Restricted payments such
as stock repurchases are further restricted during the covenant
relief period.

-- Subsequent to the covenant relief period, maintenance covenants
will apply according to the amended credit agreements. Key
financial covenants include a maximum leverage covenant of 8.5x for
the quarters ending March and June 2022 that gradually steps down.
After the covenant relief period, Park must comply with a covenant
of unencumbered net operating income (NOI) to unsecured interest
expense of no less than 1.75x for four quarters through December
2022, before the covenant steps up to 2x. Other key financial
covenants include fixed-charge coverage ratio of 1.5x, secured debt
to total asset value of no more than 45%, and unencumbered leverage
ratio of 60%.

-- S&P's simulated default scenario contemplates a payment default
in 2024 and assumes a severe economic downturn that reduces hotel
demand, increased competition, external shocks that discourage
travel, cyclical overbuilding in the hotel industry, and an 85%
drawn revolving credit facility at default.
-- S&P assumes Park would reorganize as a stand-alone going
concern, or its assets could be sold in parts or in whole. S&P uses
an income capitalization valuation approach to estimate the
recovery value of the company's assets.

-- S&P applies 35% stress to NOI and use a 9.63% capitalization
rate to arrive at the gross recovery value.

-- S&P believes there would be substantial (70%-90%, rounded
estimate: 75%) recovery prospects for the credit facilities,
delayed-draw term loan, and notes, all of which it understands to
be pari passu. The '2' recovery rating reflects that even with 35%
stress on NOI, there would be substantial recovery value for
lenders. Most of the value comes from the unencumbered pool of
assets, plus the eight properties with their respective direct
parent's equity pledged to the lenders as collateral, and some
residual value from certain encumbered properties after their
respective nonrecourse debt is considered. In addition, S&P
believes the subsidiary guarantees, maintenance financial
covenants, and the negative pledge on assets provide lenders with
protections from loss of asset coverage.

Simplified waterfall

-- Net enterprise value available to lenders after 5% bankruptcy
administrative costs and 5% property-level sales and marketing
expenses: $2.66 billion

-- Total secured debt (senior secured notes, credit facilities,
and delayed-draw term loan): $3.36 billion

    --Recovery expectations: 70%-90% (rounded estimate: 75%)

All debt amounts include six months of prepetition interest.



PARKLAND CORP: DBRS Assigns BB Rating on Senior Unsecured Notes
---------------------------------------------------------------
DBRS Limited assigned a rating of BB with a Stable trend to
Parkland Corporation's USD 800 million 4.500% Senior Unsecured
Notes due April 2029, which closed on April 13, 2021. The Recovery
Rating is RR4. The rating being assigned is based upon the rating
of an already-outstanding series of the debt instrument.

The net proceeds from the Notes are intended to be used to (1)
redeem the outstanding USD 500 million aggregate principal amount
of 6.000% Senior Unsecured Notes due in 2026; (2) redeem the
remaining CAD 200 million of the outstanding CAD 500 million
aggregate principal amount of the 5.625% Senior Unsecured Notes due
in 2025 not already called for redemption; and (3) repay certain
amounts outstanding under the Company's revolving bank credit
facility. The Notes are direct senior unsecured obligations of
Parkland and rank pari passu with all of the Company's existing and
future senior unsecured indebtedness and are senior in right of
payment to any future subordinated indebtedness. The Notes are
effectively subordinated to all secured indebtedness, which
includes Parkland's credit facilities.

Notes: All figures are in Canadian dollars unless otherwise noted.



PEAKS FITNESS: Wins Cash Collateral Access Thru Aug. 7
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
authorized Peaks Fitness, LLC to use rents and revenues that may be
considered to be Cash Collateral and in which Capital Fund II, LLC,
asserts an interest, through and including August 7, 2021, pursuant
to the 13-week budget, with a 10% variance.

Peaks Fitness requires the use of this income in order to pay its
ordinary and necessary operating expenses, payroll, and other
general and administrative expenses and to preserve the going
concern value of the Debtor's businesses.

Peaks Fitness' affiliate Peaks Holdings, LLC, fka Peaks Fitness
Holdings, LLC, filed its voluntary petition for relief under
Chapter 11 in the same Court. Fitness and Holdings, among other
things, have the same members and managers.

Capital Fund asserts that:

     i. It holds a first-position lien against the Real Property
pursuant to a loan provided to Debtor from Comerica Bank. The Note,
dated June 22, 2006, in the original face amount of $1,832,000
secured by a Deed of Trust granted by Peaks Holdings to Comerica
Bank which was recorded with the Maricopa County Recorder's Office
on June 22, 2006 at Recorder No. 2006-0887741. On or about January
15, 2009 the Note was modified to increase the loan amount to
$2,244,000.

    ii. Thereafter, Capital Fund I, LLC negotiated the purchase of
the loan from Comerica Bank. On December 26, 2017 the Note and Deed
of Trust were endorsed and assigned to Capital Fund I, LLC,
respectively, which was recorded in the Official Records of
Maricopa County, Arizona at Recorder No. 2017-0968436. As of the
date of acquisition, the unpaid principal balance was $900,000. On
February 9, 2018 the Note and Deed of Trust were endorsed and
assigned to Capital Fund II, LLC, respectively, which was recorded
in the Official Records of Maricopa County, Arizona at Recorder No.
2018-0113273. The Deed of Trust includes an Assignment of Rent
clause granting and perfecting secured interests in favor of
Capital Fund which granted a security interest in rents, revenues,
profits, and income from the property.

   iii. As part of the acquisition, Capital Fund I, LLC was
assigned security interests on January 11, 2018 in assets of Debtor
Peaks Fitness, LLC that was perfected with UCC 1 Financing
Statement, filed on October 16, 2017, at Instrument No.
2017-003-9423-2 against all property owned by Debtor.

    iv. In addition, Capital Fund I was assigned certain security
interests on September 6, 2019 in assets of Debtor Peaks Fitness,
LLC that was perfected with UCC 1 Financing Statement, filed on
October June 9, 2008, at Instrument No. 2008-154-3113-5 against all
property owned by Debtor.

     v. Capital Fund I was also assigned certain security interests
on September 6, 2019 in assets of Debtor Peaks Fitness, LLC that
was perfected with UCC 1 Financing Statement, filed on July 10,
2006, at Instrument No. 2006-143-0783-2 against all property owned
by Debtor, including but not limited to accounts receivable,
inventory equipment, etc.

The Debtors and Capital Fund have entered into this Stipulated
Order to (i) preserve the value of the estate assets; (ii) avoid
protracted and costly cash collateral litigation; (iii) provide a
means for accountability of cash collateral receipt and
expenditure; (iv) provide for adequate protection payments to
Capital Fund to guard against potential diminution of its interest
in the Cash Collateral, if any; and (v) avoid costly litigation
over whether the automatic stay should be lifted.

The Debtors will make adequate protection payments to Capital Fund
in the amount of $4,188.70 per month on the 15th business day of
each month, beginning with the payment due May 15, 2021. All
payments will be made by ACH deposit.

On or before the 15th business day of each month, the Debtors will
provide a budget-to-actual report to Capital Fund for the preceding
month identifying the actual revenues versus the budgeted revenues
and the actual expenses (identified in the same manner as in the
Budget) versus the budgeted expenses.

The Debtors will not pay any more for utilities than the amount
actually billed by the utility company and Debtors shall provide
copies of the utility bills each month.

To the extent that the Debtors do not use any portion of the $300
per week for repairs and maintenance, as indicated in the Budget,
during any week, then such unused amount shall be earmarked,
sequestered and used only for future repairs and maintenance
expenses.

As additional adequate protection of its interests, Capital Fund
will have a replacement lien (with the same validity, extent and
priority as its asserted pre-petition liens) in post-petition Cash
Collateral to the extent that its asserted interests in the
prepetition cash collateral are diminished. The Replacement Lien
will be effective as of the Petition Date, and will continue and be
fully valid and perfected, to the same extent as Capital Fund's
pre-petition interests were valid and perfected, without the
necessity of the execution, filing and/or recordation of mortgages,
Deeds of Trust, pledge agreements, financing statements or any
other documents.

A copy of the order and the Debtor's 13-week budget through the
week of August 7 is available for free at https://bit.ly/3opKrm3
from PacerMonitor.com.

                     About Peaks Fitness, LLC

Peaks Fitness, LLC is a health, wellness and fitness company based
in Arizona. It sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 21-01971) on March 19,
2021. In the petition signed by Ross Suozzi, the managing member,
the Debtor disclosed up to $100,000 in assets and up to $10 million
in liabilities.

Judge Daniel P. Collins oversees the case.

Randy Nussbaum, Esq., at SACKS TIERNEY P.A. is the Debtor's
counsel.



PERATON CORP: S&P Upgrades ICR To 'B+' on Acquisition Closing
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Herndon,
Va.-based government information technology (IT) services provider
Peraton Corp. to 'B+' from 'B'. The outlook is stable. S&P also
raised its issue-level rating on the company's $5.92 billion
first-lien term loan to 'B+' from 'B'.

The stable outlook reflects S&P's view that credit measures will be
commensurate with the ratings as Peraton integrates recent
acquisitions, with debt to EBITDA declining toward 7x in 2022.

Peraton Corp. closed its acquisition of Perspecta Inc. in an
all-cash transaction valued at $7.1 billion, funded mostly with
debt.

Peraton will now be one of the largest government IT service
providers. After acquiring Perspecta and a unit of Northrop Grumman
earlier this year, Peraton's has annual pro forma revenue of $7
billion through contracts with defense, intelligence, space, and
civil government customers. S&P expects the company's scale and
range of service capabilities to enable it to compete for a larger
market of business opportunities, increasing sales and cash flow.
S&P views government spending priorities as aligned with Peraton's
specializations in digital transformation and information
security.

Peraton's operating margins are now among the strongest in its peer
group. The combined company's business mix includes a high
proportion of fixed-price contracts, bolstered by the Perspecta
acquisition. While fixed-price contracts present more risk than
cost reimbursable work, they also support profitability if the
company continues to perform at or below planned cost. Peraton may
be able to expand margins further if it is able to capitalize on
cost synergies as a result recent acquisition. S&P expects EBITDA
margins to improve to 13%-14% from 12% prior to the merger.

Financial leverage will be elevated as a result of recent
acquisitions. Peraton added a net $7.3 billion of debt to finance a
portion of the combined $10.5 billion purchase price of
acquisitions in 2021. S&P estimates leverage is above 7x debt to
EBITDA as a result. The combined business generates strong free
cash flow to pay down debt and provides opportunities to increase
revenue, which we expect to drive credit measure improvement.

S&P said, "The stable outlook reflects our expectation that debt
leverage pro forma for the Perspecta acquisition will be around 7x
debt to EBITDA and will improve over the next year as the company
capitalizes on broadened service capabilities to win new business
and uses free cash flow to reduce acquisition-related debt.

"We could lower ratings on Peraton if debt to EBITDA remains above
7.5x over the next 12 months and to around 7x by the end of 2022.
This could occur if the company does not use free cash flow to
repay debt, if it experiences integration difficulties with recent
acquisitions or fails to capitalize on broadened service
capabilities to win new business.

"We are not likely to raise the rating while Peraton is under
private equity ownership. We could raise the rating if the company
improves leverage to below 5x debt to EBITDA on an ongoing basis
and we believe that financial policies are consistent with
maintaining this level. This could occur if the company executes
operating synergies or expands its contract base more effectively
than we anticipate."



PERSPECTA INC: S&P Cuts ICR to 'B+' on Acquisition by Peraton
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Perspecta
Inc.to 'B+' (the same level as its issuer credit rating on Peraton)
from 'BB' and removed it from CreditWatch, where S&P placed it with
negative implications on Jan. 29, 2021.

Subsequently, S&P withdrew all of its ratings on Perspecta. At the
time of the withdrawal, its outlook on the company was stable.

On May 7, 2021, Herndon, Va.-based government services provider
Peraton Corp. completed its acquisition of Perspecta Inc. As part
of the transaction, the company repaid Perspecta's outstanding term
loans.



PGX HOLDINGS: Moody's Upgrades CFR to Caa1, Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded PGX Holdings, Inc.'s
("Progrexion") Corporate Family Rating to Caa1 from Caa2 and its
Probability of Default Rating to Caa1-PD from Caa2-PD. At the same
time, Moody's also upgraded the company's first lien senior secured
term loan to B2 from Caa1 and the second lien senior secured term
loan to Caa2 from Caa3. The outlook is stable.

The upgrade reflects significant improvement in Progrexion's
operating performance relative to Moody's expectation, largely
aided by the pandemic and government stimulus payments that fueled
near-term consumer demand for credit repair services. Progrexion's
debt-to-EBITDA (Moody's adjusted) leverage has declined to around
4.0x as of Q1 2021 from around 7.0x, compared to the same time in
the prior year. Moody's remains cautious about the company's future
growth prospects, in the context of a business repositioning to
address inherently high attrition rates and rising customer
acquisition costs as well as technology investments. Moody's
projects revenue and earnings growth to remain uneven, declining in
the second half of 2021 and modestly rebounding thereafter.

Although Progrexion continues to generate positive free cash flow
and repay its debt, its current capital structure remains
unsustainable and will need to be addressed in 2022. The ongoing
and possible expanding litigation, which could prove both costly
and distracting, continue to weigh on the company's credit
profile.

Upgrades:

Issuer: PGX Holdings, Inc.

Corporate Family Rating, Upgraded to Caa1 from Caa2

Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD

Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2
(LGD2) from Caa1 (LGD3)

Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2
(LGD5) from Caa3 (LGD5)

Outlook Actions:

Issuer: PGX Holdings, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

The Caa1 CFR reflects Progrexion's unsustainable capital structure,
high business risk and ongoing overhang from the CFPB litigation.
The potential changes in the legal and regulatory environment that
could affect the credit repair industry and Progrexion's business
model also constrain the ratings. Progrexion is in the midst of a
business repositioning to address high customer attrition rates and
improve profitability, while also undertaking a significant
initiative to migrate its legacy technology stack into a
cloud-based platform. The uncertainty around future consumer demand
for credit repair work and expectation for higher technology spend
casts further doubt about the company's ability to sustain
profitable growth over the next 12-18 months. The new capital
structure, though still considered unsustainable, provides the
company with some financial flexibility to execute its turnaround
plan, a critically important initiative as Progrexion will face
debt maturities in September 2023.

Positively, the company's leading position in the niche credit
repair services industry through its well-recognized brands,
Lexington Law and CreditRepair.com, provide credit support.
Progrexion benefits from its direct relationships with the
principal consumer credit reporting agencies and ongoing support of
the agencies is critical to the company's operations. Moody's also
recognizes the near-term demand spur for credit repair services
that drove meaningful improvement in operating results. Low capital
requirements and the ability to defer interest payment in a
PIK-option support Moody's view that Progrexion will maintain
adequate liquidity over the next 12-18 months.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity over the next 12-15 months,
including positive free cash flow generation, continued debt pay
down, and maintaining compliance with financial covenants as
stipulated in the credit agreement. The outlook also assumes the
company will make progress in addressing its capital structure in
advance of the 2023-2024 debt maturities.

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

The ratings could be upgraded if Progrexion puts in place a more
tenable capital structure, at a manageable interest cost and less
onerous terms, demonstrates sustained growth in revenue and
earnings and litigation risk abates. Quantitatively, the ratings
could be upgraded if the company's debt-to-EBITDA (Moody's
adjusted) is sustained below 5.0x and at least adequate liquidity
is maintained.

The ratings could be downgrade if Progrexion's liquidity
deteriorates because of the adverse outcome from the litigation,
weaker than expected operating performance, delays in addressing
debt maturities, or if probability of default increases for any
other reason.

Moody's expects Progrexion to have adequate liquidity over the next
12-15 months. Internal sources of liquidity include minimum cash
balances and Moody's expectation of annual positive free cash flow
of around $30-35 million (before any debt payments). Free cash flow
would be nearly breakeven absent the $30 million of PIK interest
election on the outstanding debt. It is important that Progrexion
generates positive free cash flow, as the company does not have a
revolving credit facility in place that could be accessed in the
event of the unexpected cash needs. The bank credit facility
agreement is subject to a net first lien and net total leverage
ratio maintenance covenants, beginning with the quarter ending
March 31, 2021, followed by an aggressive quarterly step-down
schedule thereafter. The credit agreement also requires the company
to maintain minimum cash of $10 million, tested monthly. Moody's
expects the company will maintain comfortable cushion within the
covenants based on Moody's projected earnings and debt levels.

Progrexion is a leading provider of credit report repair services
in the United States. The company helps consumers access and
understand information contained in their credit reports to correct
errors and address other factors that may negatively impact their
credit scores. Additional product offerings include services
focused on credit monitoring, identity protection, credit reports
and scores. Progrexion's services are offered on a subscription
basis through CreditRepair.com, its wholly-owned subsidiary, and
Lexington Law, an independently-owned law firm. The company has
been majority owned by private equity firm H.I.G. Capital since
2010. Progrexion generated annual revenue in excess of $400 million
for the twelve months ended March 31, 2021.

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


PHILIPPINE AIRLINES: In Talks to Reduce Fleet After Mulling Ch.11
-----------------------------------------------------------------
Harry Suhartono, Layan Odeh and Siddharth Philip of Bloomberg News
report that the Philippine Airlines Inc. is in talks with plane
lessors about reducing its fleet size and has told them it's
considering a Chapter 11 filing in the U.S. to carry out a
restructuring, according to people familiar with the plan.

The airline could return at least two Airbus SE A350s to lessors
and four of the 10 Boeing Co. 777s in its fleet, some of the people
said, asking not to be identified as the information is private.
Two A350s are in the process of being taken back by aircraft
lessors and will be redeployed to other carriers, one person said.

                      About Philippine Airlines

Philippine Airlines -- http://www.philippineairlines.com/-- is the
Philippines' national airline. It was the first airline in Asia and
the oldest of those currently in operation. With its corporate
headquarters in Makati City, Philippine Airlines flies both
domestic and international flights. First taking off in 1941, the
carrier has grown into a fleet of about 40 aircraft (including five
Boeing 747-400s) flying to more than 20 domestic points and about
30 foreign destinations.

Citing data from Cirium, online aviation news and information
website FlightGlobal reported that PAL was seeking a restructuring
agreement with creditors ahead of filing Chapter 11 proceedings
potentially by the end of May.

PAL had some $5 billion in total liabilities, including its
outstanding obligations to foreign aircraft suppliers.  Nineteen
lessors are exposed to PAL to the tune of 49 aircraft, Cirium data
shows.

According to reports, Norton Rose Fulbright is the airline's
counsel on the restructuring, and Seabury Capital has been hired as
a restructuring adviser.


PLAMEX INVESTMENT: Wins Cash Collateral Access Thru July 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, has authorized Plamex Investment, LLC to use
cash collateral on a final basis in accordance with its operating
budget for the period through and including July 16, 2021.

The Court approves the terms of the Stipulation entered into by and
between the Debtor, secured creditor Wells Fargo Bank, National
Association, as Trustee for Morgan Stanley Capital I Trust
2016-UBS11, Commercial Mortgage Pass-through Certificates, Series
2016-UBS11, and on Behalf of the Holders of any Related Serviced
Subordinate Companion Loan or Serviced Companion Loan. The parties
to the Stipulation are authorized to implement and perform on such
terms during the period covered by the Stipulation.

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 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 protection for the use of cash collateral, the holders of the
Notes are 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 hearing to consider use of cash collateral beyond the current
term of the Stipulation is scheduled for August 19, 2021, at 10:30
a.m. Objections are due August 9.

A copy of the order is available for free at https://bit.ly/3fnM4wo
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.

Judge Erithe Smith oversees the case.

LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. represents the Debtor as
counsel.



PMHC II: S&P Places 'B-' ICR on Watch Dev. on Planned Acquisition
-----------------------------------------------------------------
S&P Global Ratings placing all of its ratings on PMHC II Inc.
(d/b/a Prince International Corp.), including its 'B-' issuer
credit rating and debt ratings, on CreditWatch with developing
implications.

PMHC has announced that it has signed a definitive agreement to
acquire Ferro Corp. for $22.00 per share in cash, in a transaction
valued at approximately $2.1 billion, including the assumption of
debt.

In conjunction with the closing of the transaction in the first
half of 2022 subject to regulatory approval, the company plans to
combine with ASP Chromaflo Holdings L.P. (Chromaflo Technologies).
Both Prince and Chromaflo are owned by private equity sponsor
American Securities.

The CreditWatch placement follows the announcement by Prince that
it is acquiring Ferro for $2.1 billion in an all-cash transaction.
S&P said, "Based on the company's announcement we expect the
transaction to close in the first half of 2022; however we expect
to have further clarity regarding how Prince plans to fund the
transaction and the proposed debt structure in the next few months.
We placed our 'B-' issuer credit rating on Prince on CreditWatch
with developing implications to reflect that we may affirm, lower,
or raise our rating on the company depending on our assessment of
the effect the transaction could have on the company's financial
and business risk profiles." Key areas of focus would include the
pro forma operating strategy, capital structure, integration risk
and financial policies going forward. Currently American Securities
owns Prince and Ferro is a larger publicly traded company.

If the deal goes ahead as planned Prince International's credit
quality might benefit from a combination with Ferro's stronger
business. S&P said, "Alternatively, if the transaction is financed
with a high degree of leverage, we could consider the resulting
capital structure as unsustainable, leading to a downgrade. We
expect to resolve the CreditWatch placement in the coming months as
we have further clarification on how Prince will fund the
approximately $2.1 billion acquisition and a clearer view on the
combined entities' business."



POWER SOLUTIONS: Incurs $18.2 Million Net Loss in First Quarter
---------------------------------------------------------------
Power Solutions International, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $18.15 million on $100.17 million of net sales for the
three months ended March 31, 2021, compared to a net loss of
$712,000 on $105.10 million of net sales for the three months ended
March 31, 2020.

As of March 31, 2021, the Company had $279.05 million in total
assets, $291 million in total liabilities, and a total
stockholders' deficit of $11.95 million.

Sales for the first quarter of 2021 were $100.2 million, a decrease
of $4.9 million, or 5%, compared to the comparable quarter last
year as a result of sales declines of $24.9 million and $2.8
million in the energy and industrial end markets, respectively,
partly offset by a $22.8 million increase in the transportation end
market.  The decreased sales within the energy end market were
primarily attributable to lower demand for the Company's power
generation products, including demand response products, and those
used in the oil and gas industry.  Lower industrial end market
sales were primarily due to reduced demand within the material
handling/forklift industry.  Significantly higher transportation
end market sales are primarily due to increased sales of products
used in the medium duty truck market, partly resulting from lower
volume levels in the same period last year due to the acceleration
of the shipment of certain engines during the fourth quarter of
2019, as discussed in the Company's Form 10-K for the year-ended
Dec. 31, 2020, which negatively impacted sales in the first quarter
of 2020. The higher transportation end market sales were partly
mitigated by lower demand for products used in the school bus
market.

Gross profit decreased by $10.6 million, or 60%, in the first
quarter of 2021 compared to the same period last year.  Gross
margin in the first quarter of 2021 was 7.1% versus 16.9% last
year, primarily due to higher warranty expenses largely within the
transportation end market, material cost increases, unfavorable
product mix and the impact of lower volume, partly mitigated by
cost savings driven by reductions in the production facility
workforce and other actions to improve manufacturing operations.
For the first quarter of 2021, warranty costs were $6.8 million
(net of supplier recoveries of $1.9 million), an increase of $5.1
million, including $4.1 million of charges for adjustments to
preexisting warranties, as compared to warranty costs of $1.7
million (net of supplier and insurance recoveries of $1.2 million),
including $0.7 million of charges for adjustments to preexisting
warranties for the three months ended March 31, 2020.

Operating expenses increased by $1.3 million, or 6%, versus the
comparable period in 2020, primarily due to higher selling, general
and administrative costs, in large part attributable to increased
legal costs related to the Company's indemnification obligations of
former officers and employees as a result of the exhaustion of its
directors' and officers' insurance during the early part of 2020,
among other factors.  Partly offsetting the increase in operating
expenses were lower research, development and engineering
expenses.

Interest expense increased $0.9 million in the first quarter of
2021 as compared to the comparable period last year due in part to
higher outstanding debt levels and the amortization of deferred
financing costs related to the December 2020 amendment of the
senior secured revolving credit agreement with Standard Chartered
Bank, partly offset by a lower interest rate during the first
quarter of 2021.

Income tax expense was $0.4 million for the first quarter of 2021
compared to an income tax benefit of $4.0 million last year.  The
tax benefit for the first quarter of 2020 was primarily
attributable to the impact of the Coronavirus Aid, Relief, and
Economic Security Act enacted during the quarter, which allowed the
Company to elect bonus depreciation for the 2018 and 2019 tax
years, carryback net operating losses to earlier years, and
immediately refund AMT credits, as well as a change in the deferred
tax liability related to an indefinite-lived intangible asset.

Adjusted earnings before interest, taxes, depreciation and
amortization ("Adjusted EBITDA") was a loss of $8.5 million
compared to Adjusted EBITDA of $2.6 million for the first quarter
of 2020.

The Company's total debt was approximately $131 million at March
31, 2021, while cash and cash equivalents were approximately $23
million.  These amounts reflect the net impact of customer
prepayments of approximately $6 million.

The Company's fully-drawn, $130 million credit agreement with
Standard Chartered Bank matures the earlier of March 25, 2022, or
the demand of Standard Chartered.  The Company continues to work
with its strategic partner and majority stockholder, Weichai, to
explore longer term financing options with its current and other
lenders.

                        Management Comments

Lance Arnett, chief executive officer, commented, "Our first
quarter 2021 financial results were reflective of certain
headwinds, including charges for warranty costs which impacted our
margins.  We are intently focused on improving our warranty
exposure through various initiatives, including a refinement of our
engineering validation and reliability programs to drive improved
quality, and among others through seeking reimbursement where
possible. Additionally, we recently appointed a chief quality
officer to lead our quality team and spearhead these initiatives.
This is a new executive leadership position at PSI that reports to
me."

"As we look to the remainder of the year, we continue to be
optimistic that we will see an improvement in demand and expect our
sales in each of the second, third and fourth quarters to show
healthy increases as compared to our first quarter."

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1137091/000113709121000005/psix-20210331.htm

                       About Power Solutions

Headquartered in Wood Dale, IL, Power Solutions International, Inc.
(http://www.psiengines.com)designs, engineers, manufactures,
markets and sells a broad range of advanced, emission-certified
engines and power systems that are powered by a wide variety of
clean, alternative fuels, including natural gas, propane, and
biofuels, as well as gasoline and diesel options, within the
energy, industrial and transportation end markets.  The Company
manages the business as a single segment.

Power Solutions reported a net loss of $22.98 million for the year
ended Dec. 31, 2020, compared to net income of $8.25 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company
had
$283.98 million in total assets $277.88 million in total
liabilities, and $6.09 million in total stockholders' equity.

Chicago, Illinois-based BDO USA, LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 30, 2021, citing that significant uncertainties exist about
the Company's ability to refinance, extend, or repay its
outstanding indebtedness and maintain sufficient liquidity to fund
its business activities.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


PRECISION CASTPARTS: Egan-Jones Keeps B- Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Precision Castparts Corporation. EJR also maintained
its 'B' rating on commercial paper issued by the Company.

Headquartered in Portland, Oregon, Precision Castparts Corporation
manufactures and sells metal components.




PRECISION DRILLING: Egan-Jones Keeps B- LC Senior Unsecured Rating
------------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'B-'
local currency senior unsecured rating on debt issued by Precision
Drilling Corporation. EJR also maintained its 'B' rating on
commercial paper issued by the Company.

Headquartered in Calgary, Canada, Precision Drilling Corporation is
an integrated oilfield drilling and energy service company
providing services to the oil and gas industry.




PULMATRIX INC: Incurs $4.10 Million Net Loss in First Quarter
-------------------------------------------------------------
Pulmatrix, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $4.10
million on $1.39 million of revenues for the three months ended
March 31, 2021, compared to a net loss of $4.69 million on $2.76
million of revenues for the three months ended March 31, 2020.

"The first quarter of 2021 has marked a number of significant
milestones for Pulmatrix," said Ted Raad, chief executive officer
of Pulmatrix.  "Each of our iSPERSE enabled programs, ranging from
asthma, COPD, and migraine, represents an opportunity to address
significant unmet needs of large patient populations.  We are
pleased to now have the kinase inhibitor portfolio back in our
proprietary pipeline following the termination of the development
and licensing agreement with Johnson & Johnson.  We also remain
steadfast in our objective to bring Pulmazole to market and address
significant unmet need of patients suffering from ABPA.  Our recent
notice to Cipla Technologies demonstrates that commitment.  With
our strong balance sheet, we believe that we can fund operations
through planned data milestones for PUR1800 and PUR3100 and, if we
ultimately re-acquire Pulmazole from Cipla, begin our Ph2b study."

As of March 31, 2021, the Company had $69.85 million in total
assets, $13.20 million in total liabilities, and $56.65 million in
total stockholders' equity.

As of March 31, 2021, Pulmatrix had $63.4 million in cash and cash
equivalents, compared to $31.7 million for the year ended Dec. 31,
2020.

Research and development expense was $3.9 million in the first
quarter of 2021 compared to $5.3 million for the same period in
2020.  The decrease year–over-year was primarily attributable to
decreased costs associated with the PUR1800 program and clinical
study costs incurred for the Phase 2 Pulmazole study partially
offset by preclinical and manufacturing costs for the PUR3100
program.

General and administrative expense was $1.6 million for the first
quarter of 2021 compared to $2.2 million for the same period in
2020.  The decrease year–over-year was primarily attributable to
decreased employment, patent, and consulting costs.

Through March 31, 2021, the Company has incurred an accumulated
deficit of $238.6 million, primarily as a result of expenses
incurred through a combination of research and development
activities related to its various product candidates and general
and administrative expenses supporting those activities.  The
Company has financed its operations since inception primarily
through the sale of preferred and common stock, the issuance of
convertible promissory notes, term loans and collaboration and
license agreements.  The Company's total cash and cash equivalents
balance as of March 31, 2021 was $63.4 million.

Pulmatrix said, "We anticipate that we will continue to incur
losses, and that such losses will increase over the next several
years due to development costs associated with our iSPERSE pipeline
programs.  We expect that our research and development and general
and administrative expenses will continue to increase and, as a
result, we will need additional capital to fund our operations,
which we may raise through a combination of equity offerings, debt
financings, other third-party funding and other collaborations and
strategic alliances.

"We expect that our existing cash and cash equivalents as of March
31, 2021 will enable us to fund our operating expenses and capital
expenditure requirements for at least the next 12 months following
the date of this Quarterly Report on Form 10-Q.  We have based our
projections of operating capital requirements on assumptions that
may prove to be incorrect, and we may use all of our available
capital resources sooner than we expect.  Because of the numerous
risks and uncertainties associated with research, development and
commercialization of pharmaceutical products, we are unable to
estimate the exact amount of our operating capital requirements."

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

https://www.sec.gov/Archives/edgar/data/1574235/000149315221011037/form10-q.htm

                          About Pulmatrix

Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology.  The Company's proprietary product
pipeline includes treatments for serious lung diseases such as
allergic ronchopulmonary aspergillosis and lung cancer, as well as
neurologic disorders such as acute migraine.  Pulmatrix's product
candidates are based on iSPERSE, its proprietary engineered dry
powder delivery platform, which seeks to improve therapeutic
delivery to the lungs by maximizing local concentrations and
reducing systemic side effects to improve patient outcomes.

Pulmatrix reported a net loss of $19.31 million for the year ended
Dec. 31, 2020, compared to a net loss of $20.59 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$38.17 million in total
assets, $15.03 million in total liabilities, and $23.14 million in
total stockholders' equity.


PURDUE PHARMA: Cuts Down Issues Prior to Disclosures Hearing
------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that after multiple delays,
Purdue Pharma LP intends to seek court approval of its disclosure
statement -- a key restructuring hurdle -- on May 20, 2021, a
lawyer for the bankrupt drugmaker said in a hearing Wednesday, May
12, 2021.

Purdue has been working to resolve objections to its disclosure
statement, an informational document that lays out terms of the
company's proposed opioid settlement ahead of a creditor vote.

"I believe we are down to a single-digit number of large issues,
possibly even countable on the fingers of one hand," Marshall
Huebner of Davis Polk & Wardwell said on behalf of Purdue Pharma.

                       About Purdue Pharma LP

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

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

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

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

On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.

The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.

U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.

Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.


RAM AND COMPANY: Ind-Ra Assigns B+ LT Issuer Rating, Outlook Stable
-------------------------------------------------------------------
India Rating and Research (Ind-Ra) has assigned Sri Ram and Company
(SRC) a Long-Term Issuer Rating of 'IND B+'. The Outlook is Stable.


The instrument-wise rating actions are:

-- INR10 mil. Term loan due on March 2024 assigned with IND B+/
     Stable rating;

-- INR110 mil. Fund-based facilities assigned with IND B+/Stable
     /IND A4 rating; and

-- INR380 mil. Non-fund-based facilities assigned with IND A4
     rating.

KEY RATING DRIVERS

The rating reflects SRC's small scale of operations, as indicated
by revenue of INR878 million in FY21 (FY20: INR957 million; FY19:
INR1,122 million). The revenue fell due to a decline in the number
of orders received from customers, resulting from COVID-19-led
disruptions. Ind-Ra expects the scale of operation to remain small
and the revenue to dip slightly in FY22 owing to the impact of the
second wave of the pandemic. The figures for FY21 are provisional
in nature.

The ratings reflect SRC's modest EBITDA margins due to the intense
competition in the sawmills business. The EBITDA margin increased
to 4.1% in FY21 (FY20: 3.3%;FY19: 3.5%) due to a fall in raw
material prices.  The ROCE stood at 10% in FY21 (FY20: 7%; FY19:
11%). Ind-Ra expects the EBITDA margin to drop slightly in FY22, as
the likely fall in the revenue could lead to lower absorption of
fixed costs. The margins are likely to remain modest in the
near-to-medium term

The ratings are constrained by SRC's modest credit metrics due to
the high debt levels. The metrics improved in FY21 due to a
decrease in the total debt to INR467 million in FY21 (FY20: INR649
million; FY19: INR355 million) and the consequent fall in interest
expenses. The interest coverage (operating EBITDA/Interest
coverage) was 1.3x in FY21 (FY20: 1.3x; FY19: 1.3x) and the net
leverage was 13.1x (24.8x; 8.9x). Ind-Ra expects the credit metrics
to remain modest in the near-to-medium term owing to continued high
debt levels.

Liquidity Indicator - Stretched: SRC's average maximum utilization
of the fund-based facilities was 92% during the 12 months ended
April 2021. The cash flow from the operation turned positive at
INR77 million in FY21 (FY20: negative INR17 million; FY19: negative
INR41 million) due to an improvement in the working capital cycle
to 99 days (FY20: 114 days; FY:19: 93 days), resulting from a fall
in the debtor days to 145 days (196 days; 171 days). The firm had a
cash balance of INR1 million in FY21 (FY20: INR2 million; FY19:
INR1 million). The firm had availed the Reserve Bank of
India-prescribed debt moratorium during March-September 2020.

The ratings reflect the forex risk faced by SRC, as the company
imports 80% of its raw material requirement. However, SRC has been
mitigating this risk to some extent through the hedging of
currency.

The ratings are also constrained by the partnership nature of
business.

The ratings are supported by the company's established brand name
in the local markets.

The ratings also benefit from the promoters' experience of more
than two decades in the sawmill business.

RATING SENSITIVITIES

Negative: A substantial decline in the scale of operations and
profitability, leading to deterioration in the interest coverage of
1.2x or the liquidity position, will be negative for the ratings.

Positive: An increase in the scale of operations and the EBITDA
margins, leading to a sustained improvement in the credit metrics
and the liquidity position, will be positive for the ratings.

COMPANY PROFILE

SAC is a partnership firm established in 1997 in Tamil Nadu. The
firm manufactures the raw material used for wooden box
manufacturing as well as wooden carpentry works materials.



RECYCLING REVOLUTION: Wins Interim Use of Cash Collateral
---------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida has authorized Recycling Revolution, LLC to
use, on an interim basis, the cash generated by the operation of
its business in the ordinary course consistent with the budget,
with a 10% variance, and make authorized payments pursuant to Court
orders.

The Secured Creditors are granted, to the extent that Secured
Creditors' cash collateral is used by the Debtor, a first priority
postpetition security interest and lien in, to and against all of
the Debtor's assets, to the same extent that the Secured Creditors
held a properly perfected prepetition security interest in such
assets, which are or have been acquired, generated or received by
the Debtor subsequent to the Petition Date.

The Debtor is also directed to make monthly adequate protection
payments to Newtek Small Business Finance LLC of $2,924 for every
month during its Chapter 11 case, due on the 1st day of each and
every month, unless otherwise altered or discontinued by Court
order or by agreement of the parties.  The Debtor will also file an
amended budget, reflecting the payments to Newtek, as well as
United States Trustee Quarterly Fees, within seven days from the
date of the Interim Order.

A continued hearing on the cash collateral motion is scheduled for
June 15,, 2021 at 1:30 p.m.

A full-text copy of the Interim Order is available for free at
https://bit.ly/3hssy4D from
PacerMonitor.com.

                    About Recycling Revolution

Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/--
is a recycling company specializing in low end, contaminated and
hard-to-handle materials. It purchases all types of plastic, metal
and electronic waste.

Recycling Revolution and its affiliate RR3 Resources, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 19-25063) on Nov. 7, 2019.  Recycling Revolution
disclosed $365,896 in assets and $9,318,956 in debt, while RR3
Resources disclosed under $1 million in both assets and
liabilities.

Judge Mindy A. Mora oversees the cases.

The Debtors tapped Marshall Grant, PLLC as their legal counsel and
Daszkal Bolton, LLP as their accountant.



REGIONAL HEALTH: Posts $2.2 Million Net Loss in First Quarter
-------------------------------------------------------------
Regional Health Properties, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss attributable to the Company's common stockholders of $2.23
million on $7.08 million of total revenues for the three months
ended March 31, 2021, compared to a net loss attributable to the
Company's common stockholders of $2.26 million on $4.55 million of
total revenues for the three months ended March 31, 2020.

As of March 31, 2021, the Company had $108.97 million in total
assets, $97.84 million in total liabilities, and $11.12 million in
total stockholders' equity.

As of March 31, 2021, the Company had $54.4 million in
indebtedness, net of $1.2 million deferred financing, and
unamortized discounts. The Company anticipates net principal
repayments of approximately $2.7 million during the next
twelve-month period, including approximately $1.5 million of
routine debt service amortization, $1.1 million of current
maturities of other debt (including $0.4 million related to
insurance financing for the Tara Facility operations), and a $0.1
million payment of bond debt.

Net cash provided by operating activities - continuing operations
for the three months ended March 31, 2021 was approximately $2.4
million, primarily due to changes in working capital, consisting of
its collection of rent arrears from the Wellington Lease
Termination and income from operations less noncash charges
(primarily, depreciation and amortization and lease revenue in
excess of cash rent received).  The $2.1 million increase compared
to the same period in the prior year primarily reflects the
collection of $3.1 from the Wellington Lease Termination, off-set
by payment of $1.0 bed tax arrears for the Powder Springs
Facility.

Net cash used in operating activities - discontinued operations for
the three months ended March 31, 2021 was approximately $0.1
million, excluding non-cash proceeds and payments.  This amount was
to fund legal and associated settlement costs related to the
Compnay's legacy professional and general liability claims and
payment of legacy accounts payable.

Net cash used in investing activities-continuing operations for the
three months ended March 31, 2021 was approximately $0.03 million.
This capital expenditure was for computer hardware, software and
furniture and fixtures for the Tara Facility.

Net cash used in financing activities-continuing operations was
approximately $0.6 million for the three months ended March 31,
2021.  This is the result of routine repayments of approximately
$0.3 million towards its senior debt obligations and $0.3 million
toward the Company's current insurance funding of other debt for
the Tara Facility.

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

https://www.sec.gov/Archives/edgar/data/1004724/000156459021028017/rhe-10q_20210331.htm

                        About Regional Health

Regional Health Properties, Inc. (NYSE American: RHE) (NYSE
American: RHEpA) --  http://www.regionalhealthproperties.com-- is
a self-managed healthcare real estate investment company that
invests primarily in real estate purposed for senior living and
long-term healthcare through facility lease and sub-lease
transactions.

Regional Health reported a net loss attributable to common
stockholders of $9.68 million for the year ended Dec. 31, 2020,
compared to a net loss attributable to common stockholders of $3.49
million for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the
Company had $108.02 million in total assets, $96.92 million in
total liabilities, and $11.10 million in total stockholders'
equity.


REPUBLIC FIRST: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Republic First Bancorp, Inc.

Headquartered in Philadelphia, Pennsylvania, Republic First
Bancorp, Inc. is the holding company for Republic Bank which offers
a variety of credit and depository services to individuals and
businesses through full-service offices located in Greater
Philadelphia and Southern New Jersey.



RESTLAND MEMORIAL: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Patty Tascarella of Pittsburgh Business Times reports that a
Monroeville-based funeral service and cemetery business, Restland
Memorial Parks Inc., has filed for Chapter 11 protection from
creditors in the U.S. Bankruptcy Court for the Western District of
Pennsylvania in downtown Pittsburgh.

Restland Memorial Parks Inc. will submit a plan to reorganize, said
Donald Calaiaro of law firm Calaiaro Valencik, who is representing
Restland.

Calaiaro said the business was impacted by "changing social trends"
with people across the country increasingly opting for cremations
rather than burials during the past few years.

"The business of cemeteries around the U.S. has changed and this
guy (Restland President Mark Lehnert) was put into a financial bind
and had to adjust operations," Calaiaro said. "He just didn’t do
it fast enough."

Restland had originally filed Chapter 11 in late 2018 but
subsequently successfully asked the court to dismiss the case so it
could deal with tax issues, according to Calaiaro. It refiled after
a change to Chapter 11 of the Federal Bankruptcy Code. Subchapter 5
went into effect in 2020. Subchapter 5 gives small businesses that
are earning a profit but have problems paying obligations a simpler
process for paying down debt.

According to the filing and confirmed by Calaiaro, Restland’s
debts are less than $7.5 million.

                   About Restland Memorial Parks

Restland Memorial Parks, Inc., offers cemetery pre-need programs.

Restland Memorial Parks sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24151) on Oct. 24,
2018.  At the time of the filing, the Debtor was estimated to have
assets of $1 million to $10 million and liabilities of less than $1
million.  The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro
Valencik, as its legal counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


RESTORATIONS INC: Court OKs Use of Cash Collateral
--------------------------------------------------
Judge Victoria S. Kaufman authorized Restornations to use the cash
collateral generated from certain of its Properties to pay for
post-petition expenses according to the budget, including property
taxes and insurance for the Properties.  These Properties are the
real properties located at (i) 10 Atlantic Avenue, Unit 306, Long
Beach, California; (ii) 550 Orange Ave. #223, Long Beach,
California; and (iii) 3557 Delta Avenue, Long Beach, California.

Secured Creditor Harlan Helvey and other secured creditors claiming
an interest in Cash Collateral will be granted a replacement lien
extending to all post-petition rents associated with the Properties
to the extent and priority established by the pertinent loan
documents associated with said security interests.

Moreover, the Debtor shall make monthly payments to Helvey, by the
10th day of the month starting in May 2021, as follows: (1) $333
for the Atlantic Property; (2) $633 for the Orange Property and (3)
$780 for the Delta Property.  

A copy of the order is available for free at https://bit.ly/3bD42dx
from PacerMonitor.com.

                       About Restorenations

Restorenations, Inc., with place of business at 16133 Ventura
Boulevard, 7th Floor, Encino, California, is primarily engaged in
renting and leasing real estate properties.  The Debtor filed a
Chapter 11 petition (Bankr. C.D.Cal. Case No. 21-10500) on March
24, 2021 with the U.S. Bankruptcy Court for the Central District of
California.

In the Petition signed by Steve Awadalla, president, the Debtor
disclosed between $1 million and $10 million in assets, and
between
$100,000 and $500,000 in liabilities.

Michael E. Plotkin, Attorney at Law, represents the Debtor as
counsel.

    Michael E. Plotkin, Esq.
    MICHAEL E. PLOTKIN, ATTORNEY AT LAW
    80 South Lake Avenue, Suite 702
    Pasadena, CA 91101
    Tel: (626) 568-8088
    Fax: (626) 568-8102
    E-mail: mepesq@earthlink.net



RISING TIDE: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
U.S.-based marine aftermarket retailer Rising Tide Holdings Inc.
(parent holding company of West Marine), reflecting its high
leverage and niche market position.

S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to the company's proposed first-lien
facilities, and our 'CCC' issue-level rating and '6' recovery to
the proposed second-lien facility.

"The stable outlook reflects our expectation for improving
operating performance over the next 12 months, leading to credit
protection measures including adjusted leverage of less than 6x in
the next year.

"The rating reflects high leverage and the company's limited scope
of operations. We project Rising Tide Holdings' S&P Global
Ratings-adjusted leverage will improve to slightly below 6x in 2021
following the acquisition. Organic profit growth will continue this
year as marine aftermarket demand continues to increase. We expect
that to follow solid improvement in 2020 as marine-related spending
proved resilient through the COVID-19 pandemic and cost controls
enhanced margins. West Marine benefits from its good position as
the leader in its addressable niche serving the salt water marine
supply and maintenance market. However, we view its small scale and
short track record of improved operating margins as key business
risks.

"We expect Rising Tide Holdings will focus on deleveraging over the
next 12-18 months, supported by its good operating performance and
expected debt repayment. Demand was strong for its products amid
the COVID-19 pandemic, driven by resilient aftermarket sales for
maintenance products required for boat owners. As boating
participation, consumer engagement, and usage increase, the marine
aftermarket will continue to expand through necessary consumable
and maintenance purchases, benefiting Rising Tide's operating
performance. The company's low capital expenditure (capex) model
should help free cash flow conversion, which we expect to be
positive but still thin relative to its high debt load. We expect
adjusted leverage will trend toward the mid-5x area in 2022. We
think further organic growth and e-commerce growth initiatives will
continue to increase profitability and scale over the long term,
supporting the proposed capital structure."

Rising Tide has roughly 80% brand awareness within the saltwater
markets despite its relatively small revenue base and store fleet.
Rising Tide has good brand awareness within the marine aftermarket
and established its presence through category expertise, good
product quality, and respectable geographic presence in coastal and
saltwater regions. The company is strategically located near
marinas (85% of stores) and dealers to provide easy access and
increased customer traffic. However, Rising Tide is a small player
with annual revenues under $800 million and only 237 stores
nationwide. S&P believes the company's small size in its niche
market has some volatility and risk associated with growth
initiatives.

Rising Tide's investments in its omnichannel capabilities have
benefited performance through the pandemic, and its new initiatives
will likely bolster its market-leading position. E-commerce sales,
increased boating demand by a larger demographic, and store-enabled
offerings for both the direct-to-consumer and professional channels
partly drove performance. Online sales penetration expanded to 30%
in 2020 from about 7% in 2019. We believe management's actions to
focus on expanding the digital platform and digital experience amid
mandatory store closures offset in-store sales losses and increased
revenues. Rising Tide's supply chain management provides stocked
distribution centers with key products that drive 80% of e-commerce
revenues, allowing for a smooth fulfillment process.

S&P said, "We expect resilient industry demand within the marine
aftermarket will support Rising Tide's performance growth in the
next year or two. With roughly 12 million aging boats on the water
requiring replacements, upgrades, and necessary maintenance
consistently, we believe demand will remain strong and resilient
due to the nondiscretionary nature. We forecast relatively stable
sales and profitability in 2021. The company maintained its healthy
profit margins in fiscal 2020 despite the challenging operating
environment, including mandated store closes, unpredictable sales
volumes, and industrywide supply chain challenges.

"The stable outlook reflects our expectation for improving
operating performance over the next 12 months. That will lead to
credit protection measures including adjusted leverage declining to
less than 6x in the next year."

S&P could lower the rating on Rising Tide if:

-- Profitability or sales does not trend positively, leading to
high leverage that it views as unsustainable; and

-- S&P anticipates the company will not generate meaningfully
positive free cash flow.

S&P could raise the ratings if:

-- The company improves operating performance, resulting in
leverage sustained below 5.5x; and

-- S&P believes the company will consistently generate free cash
flow of about $30 million or more annually on a sustained basis.



ROBERT ARRUDA: McGlincheys Buying Norwell Property for $1.325M
--------------------------------------------------------------
Robert Arruda and Claudette Arruda ask the U.S. Bankruptcy Court
for the District of Massachusetts to authorize the private sale of
their right, title and interest in the residential real property
located at 352 Circuit Street, in Norwell, Massachusetts, to
Christopher McGlinchey and Susan McGlinchey (or their nominee) for
$1.325 million, subject to higher and better offers.

As set forth in the Chapter 11 Plan, the Debtors' significant asset
is their residence.  For title, the Deed grants the property to the
Debtors, husband and wife, as tenants by the entirety recorded on
April 28, 2017 in the Plymouth Registry of Deeds in Book 48364,
Page 225.

As part of the Chapter 11 Plan and in order to implement the Plan,
the Debtors have agreed to actively market and sell their
Residence.  On Feb. 17, 2021, they filed an application to employ
Liz Bone and South Shore Sotheby's International Realty, a real
estate firm located at 459 Washington Street (P.O. Box 621),
Duxbury, MA 02331 to market the Property for sale.  On March 5,
2021, the Court entered an order allowing the Debtors to employ the
Broker.

Upon the filing of the Broker Motion, the Broker promptly began her
aggressive marketing efforts.  Given the previous marketing of the
Property, the interest that the current Broker was able to generate
in the Property, and the current Broker's active marketing efforts
that included contacting an extensive network of potential
interested purchasers, the Debtors, through the Broker, were able
to obtain a prompt full-price offer of $1.325 million from the
Purchasers.  Further, the Purchasers were advised and understood
from the outset that the purchase of the Property would be subject
to Court approval.

The Property is encumbered as follows:

     A. First, by a first mortgage by Northern Bank & Trust Co.
("NBTC") in the original principal amount of $1 million recorded on
April 28, 2017 in the Plymouth Registry of Deeds in Book 48364,
Page 229 with an asserted balance as of the Petition Date of
$952,398.35 as set forth in Proof of Claim No. 15 filed by NBTC in
this case on Jan. 25, 2021;

     B. Second, by a second mortgage by NBTC in the original
principal amount of $1.457 million (i.e. securing the guaranty of
commercial notes for $115,500 and $1,341,500) recorded on June 22,
2018 in the Plymouth Registry of Deeds in Book 49954, Page 150 with
an asserted balance as of the Petition Date of $1,481,300.16 as set
forth in Proof of Claim No. 16 filed by NBTC in the case on Jan.
25, 2021;

     C. Third, by a tax lien of the Commonwealth of Massachusetts,
Department of Revenue ("MDOR") in the original amount of
$246,913.59 in connection with a 100% assessment for certain meals
taxes recorded March 4, 2019 in the Plymouth Registry of Deeds in
Book 50867, Page 15;

     D. Fourth, by a tax lien by the MDOR in the original amount of
$50,757.29 recorded against Claudette Arruda on July 5, 2019 in the
Plymouth Registry of Deeds in Book 51332, Page 25;

     E. Fifth, by a tax lien by the United States of America,
Internal Revenue Service in the original amount of $84,188.08 in
connection with the early withdrawal of retirement funds recorded
Oct. 8, 2019 in the Plymouth Registry of Deeds in Book 51761, Page
78; and

     F. Sixth, by an attachment and writ of execution in connection
with a judgment obtained by ARF Financial LLC a/k/a Timberland Bank
in the amount of $542,030.22 recorded on June 9, 2020 in the
Plymouth Registry of Deeds in Book 52881, Page 25 and Nov. 5, 2020
in the Plymouth Registry of Deeds in Book 53770, Page 165.

In their bankruptcy Petition and Schedules, the Debtors listed the
Property with a current fair market value of approximately $1.25
million. Since the value of the Debtors' Residence is insufficient
to fully satisfy the balances owed to NBTC, in the Chapter 11 Plan
in this case, the Debtors and NBTC agreed as set forth in Article
6.1(c), in part, as follows: The Debtors and the Reorganized
Debtors will actively market their Residence for sale through a
real estate broker approved by the Court.  Once a qualified
purchaser is obtained, the Debtors will file a Motion To Sell under
Section 363 of the Bankruptcy Code to obtain Court authorization to
approve the sale.  

Consistent with the value attributed to the Debtors' Residence in
the Debtors' Schedules and statements of valuation obtained from
area brokers, the Debtors will sell the Residence for a minimum
sale price of $1.25 million.  The Allowed Secured Claim will be
satisfied if the Debtors close on a sale of the Debtors' Residence
for a gross price equal or higher than the Minimum Sale Price by
the Sale Deadline.

The Chapter 11 Plan provides further, in part, that at closing, the
proceeds from the sale of the Debtors' Residence will first pay the
real estate broker's commission and other standard closing costs,
second, pay the sum of $75,000 as a so called Care-out for the
benefit of the Chapter 11 Plan payable to the Debtors' counsel, and
third, pay the remaining balance to NBTC.

The Debtors and the Buyers agreed upon the terms for sale of the
Property as outlined in a certain Purchase Agreement.  The Buyers
have submitted and the Debtors have accepted an offer to purchase
the Property for the Purchase Price of $1.325 million.  The
proposed sale to the Buyers is a cash sale without any
contingencies (other than the Court's approval of the Motion to
Sell).  The Buyers have delivered to the Debtors, through their
Brokers, a deposit in the aggregate amount of $66,250 to be held in
escrow.

The Debtors propose to sell the Property fee and clear of all
liens, claims, interests and encumbrances.  To the extent any valid
and unavoidable liens, claims, interests and encumbrances may
exist, the Debtors propose that they attach to the proceeds of the
sale.

The closing will be consummated within 15 days of the date that the
Court authorizes the sale.  This time limitation may be extended at
the discretion of the Debtors to permit the consummation of the
Private Sale.  The Purchase Price will be paid to the Debtors by
bank funds.

In the case, pursuant to the Application to Employ Broker, Liz Bone
and/or any co-broker will be entitled to an aggregate commission
not to exceed of 5% of Purchase Price upon consummation of the
sale.

It is anticipated that the closing payments in the Settlement
Statement will include (1) the Broker's commission in the amount of
$66,250; (2) $75,000 as the Carve-out toward the Chapter 11 Plan;
(3) deed stamps and/or transfer taxes in the approximate amount of
$6,000; (4) adjustments and customary closing costs in the
estimated amount of $2,000; (5) recording fees of approximately
$800; and (6) the balance to NBTC, in accordance with the Chapter
11 Plan.

The Property is to be sold "as is" and "where is" and without any
warranties or representations of any kind or nature.

The Debtors submit that the Offer is fair and reasonable and in
full compliance with the terms of the Chapter 11 Plan.  Although
they believe that the amount of the Offer is reasonable, the
Debtors will, nonetheless, continue to actively solicit higher and
better offers for the Property, directly and through the Brokers.

The Debtors are soliciting higher offers according the terms
described.  Any counteroffer must be in an amount not less than 5%
more than the total Purchase Price, i.e. such counteroffer must be
in an amount not less than $1,391,250.

Additionally, any counteroffer, in order to be considered, must be
accompanied by a bank check made payable to the Debtors in the
amount of $66,250 as a bid deposit.  Furthermore, with the
exception of the price and deposit, the terms of any counteroffer
must be a cash offer identical to the terms of sale of the original
proposed Buyers as provided.

Absent a higher offer for the Property, the Debtors will proceed
with the Private Sale, and the Buyers will acquire the Property
free and clear of all liens, claims, interests and encumbrances.

In order to expeditiously administer the Estate, and to the extent
that creditors and/or parties asserting an interest in the Property
fail to timely object to the Private Sale set forth in the attached
Notice of Private Sale, those creditors and parties will be deemed
to have consented to the sale of the Property free and clear of any
lien, claim, interest or encumbrance.   

Finally, the Debtor asks the Court to waive the 14-day stay
provisions of Fed. R. Bankr. P. 6004(h).

A copy of the Agreement is available at
https://tinyurl.com/9m7e2jth from PacerMonitor.com free of charge.

The Purchasers are represented by:

          Laura J. Adams, Esq.
          STILES LAW
          892 Plain Street, 2nd Floor
          Marshfield, MA 02050

Counsel for Debtors:

          Anne J. White, Esq.
          DEMEO LLP
          200 State Street
          Boston, MA  02109
          Telephone: (617) 263-2600

Robert Arruda and Claudette Arruda sought Chapter 11 protection
(Bankr. D. Mass. Case No. 20-12239-FJB) on Nov. 16, 2020.  On Dec.
10, 2020, David B. Madoff was duly appointed by the United States
Trustee as the Subchapter V Trustee in the case.



ROBERT D. SPARKS: Buying The Home Place and Personal Property
-------------------------------------------------------------
Robert Dial Sparks asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize him to buy the property of the
estate known as "The Home Place" more particularly described as
"The E/2 of the N/2 of Section 3, Block A, Capitol Syndicate
Subdivision, Parmer County, Texas containing 160 acres of land more
or less" for $170,000 and personal property for $77,793.61.

A hearing on the Motion is set for May 26, 2021, at 1:30 p.m.
Objections, if any, must be filed at least four days in advance of
such hearing date.

At the time the case was filed, Mr. Sparks was a resident of
Lubbock, Lubbock County, Texas residing and claiming as his
homestead property referred to in the case as ("the 79th Street
Property").  Pursuant to Motion to and Order by the Court, the 79th
Street Property was sold.  From the net proceeds of that sale, Mr.
Sparks received $346,905.82.  Same was deposited into his DIP
"Proceeds from Sales" account.

From the net proceeds he received from his 79th Street Property,
Mr. Sparks would like to purchase the The Home Place.

The Home Place has recently been appraised for City Bank.  The
appraised value of the property ("rounding") came in at $180,000.

Mr. Sparks proposes to purchase from the Estate The Home Place for
$170,000.  As the record owner of the property, the need for a
realtor to market and sell the property, the payment of real estate
commissions, and other closing costs will not be incurred.  

Further, Mr. Sparks desires to purchase the following non-exempt
items: (i) 403-3rd Street (Bovina) - $10,000, (ii) Camaro -
$16,000, (iii) Jeep - $6,500, (iv) Polaris ATV - $3,500, (v)
Collectibles - $300, (vi) Pool Tables - $750, (vii) KelTec .380 -
$100, (viii) Remington 270 - $250, (ix) Remington 875 - $200, (x)
Cash - $100, (xi) Money on Deposit - $15,656.81, and (xii) Ivy
Investments - $24,436.80.  The total is $77,793.61.

The proposed sale is in the best interest of the creditors in the
case.  The price that Mr. Sparks is offering to pay for The Home
Place and the listed items of personal property is fair.  

Robert Dial Sparks sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 20-50079) on May 1, 2020.  The Debtor tapped Byrn R. Bass,
Jr., Esq., as counsel.



ROCKET SOFTWARE: S&P Downgrades ICR to 'B-' on Increased Leverage
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
infrastructure software provider Rocket Software Inc. to 'B-' from
'B' and removed the issuer credit rating from CreditWatch, where
S&P had placed it with negative implications on April 15, 2021.

S&P said, "We also lowered our issue-level rating on Rocket's
revolving credit facility and first-lien term loan, inclusive of
its $825 million incremental first-lien term loan, to 'B-' from 'B'
and our rating on its senior unsecured notes to 'CCC' from 'CCC+'.
We removed our issue-level ratings from CreditWatch. Our '3'
recovery rating on its revolving credit facility and first-lien
term loan and '6' recovery rating on its senior unsecured notes are
unchanged."

Rocket's financial sponsor has been more aggressive with its
capital structure in 2021. Rocket made one tuck-in acquisition in
2020. While its revolver usage increased on COVID-19
pandemic-related concerns in 2020, Rocket did not increase its
first- or second-lien debt for acquisitions. Through the COVID-19
pandemic, its revenue has been stable and its EBITDA margin
generation has exceeded 50%, which, along with the stable capital
structure, helped decrease leverage to the high-6x area in 2020.

However, Rocket has made two large, debt-funded acquisitions this
year, which has caused its leverage to increase. Rocket acquired
Uniface in February and added $575 million of senior unsecured
notes to its capital structure. Now, it's acquiring ASG and will
fund the entire transaction with only new debt or cash on its
balance sheet. Because of the increase in debt from both
acquisitions, Rocket's starting leverage will increase to the
high-8x area after the transaction closes. Rocket's financial
sponsor owners might continue using Rocket's capital structure to
grow its top line.

ASG has exhibited weakened financial performance over the past
couple of years on execution challenges and headwinds from the
COVID-19 pandemic. While Rocket had some sales execution issues in
2019 that led to an organic revenue decline and elevated customer
churn, it fixed those in 2020 and saw stable performance on its
infrastructure solutions even through the COVID-19 pandemic.
However, ASG has continued to have issues with its performance over
the past couple of years. Revenue has declined on sales execution
issues such as having too many years on its term license
agreements, which created holes in the renewal cycle. ASG revenue
has dropped more than 15% in the past two years on these issues.
ASG has also not been able to optimize its cost structure while
revenue has declined, and its EBITDA margins dropped from the
low-30% area in 2018 to less than 20% in 2020. Because of the
decline in both revenue and EBITDA margins, ASG's leverage exceeded
8x in 2020.

Given the poor performance ASG has exhibited over the past few
years, there could be disruptions to the business as Rocket
integrates ASG. Rocket is enacting a large cost-savings plan for
ASG, to try to extract synergies. While Rocket has continuously
exhibited strong EBITDA margins of more than 45% over the past few
years, the company is removing more than 15% of costs from ASG in
its cost-savings plan, which we consider to be large. Given that
the Uniface acquisition closed in February, we believe there is
some potential overlap on integration and cost-savings plans
related to Uniface and ASG, which could create integration issues.
Rocket has also not done a large non-International Business
Machines Corp. (IBM)-focused acquisition in a few years, and it
will be integrating two non-IBM acquisitions in 2021. These issues
could elevate potential for disruption to Rocket's business
operations.

S&P said, "While Rocket will see its leverage increase after the
ASG acquisition, we believe it can maintain stable business
performance over the next couple years. Rocket will continue to see
good recurring revenue generation because almost 90% of ASG's
revenue was recurring. We believe Rocket will now have more than
80% recurring revenue, which will help mitigate its performance
against macroeconomic volatility such as the COVID-19 pandemic and
the integration of Uniface and ASG. We also believe Rocket's
solutions are mission-critical and are not easy to cut. We expect
Rocket will generate low organic revenue growth in 2021 on demand
from its subscription solutions. However, EBITDA margins will
likely drop to the high-40% area on elevated integration and
acquisition costs from both acquisitions. While we expect EBITDA
margins to drop, we still expect Rocket can decrease leverage to
the high-7x area in 2021.

"Rocket has historically had low capital expenditure (capex), which
has contributed to good free operating cash flow (FOCF) generation.
Even with all the headwinds from the COVID-19 pandemic, Rocket
generated more than $70 million of unadjusted FOCF in 2020. While
Rocket will incur elevated integration and acquisition costs in
2021, we expect its stable revenue and above-average EBITDA margins
will help generate more than $100 million of unadjusted FOCF in
2021. We believe its high percentage of recurring revenue (low-80%
area), more than $180 million of total liquidity, above-average
EBITDA margins, and expected positive unadjusted FOCF will provide
it with ample liquidity to cover its debt service requirements over
the next few years.

"The stable outlook reflects our expectation that while starting
leverage will increase to the high-8x area on the debt increase
from the ASG acquisition, Rocket should be able use its good
recurring revenue and above-average EBTIDA margins to lower
leverage to the high-7x area in 2021.

"We could lower the rating over the next 12 months if we believe
Rocket's capital structure is unsustainable because of integration
issues from acquisitions, competitive pressures, or new debt-funded
acquisitions or shareholder returns. We could downgrade Rocket if
it does not sustain positive FOCF after debt service, inclusive of
integration and acquisition costs.

"While unlikely over the next 12 months, we could upgrade Rocket if
it sustains leverage below the low-7x area and generates FOCF to
debt of more than 4% through acquisitions. That could occur if
Rocket achieves its executed cost-savings plan and expands its
business, although we would need to be confident that the company
would maintain these metrics through future acquisitions."



ROTM LOFTS: May Use Cash Collateral Thru July 2
-----------------------------------------------
Judge Peter G. Cary authorized The ROTM Lofts, LLC to use cash
collateral on an interim basis through and including July 2, 2021.

The Court ruled that the interest held by holders of prepetition
lines in the cash collateral is adequately protected.  As
additional adequate protection, the Debtor is authorized to grant
each Pre-petition Lienor a replacement lien:

   * to the full extent that Debtor's post-petition use of cash
collateral results in a diminution in value of said Pre-petition
Lienor's interest in the cash collateral,

   * on property of the same type in which such the Pre-petition
Lienor has a security interest prior to the Debtor's Chapter 11
case; and

   * that has the same validity, perfection, enforceability, and
priority as any security interest the Pre-petition Lienor had in
the said pre-petition collateral immediately prior to the start of
the Debtor's Chapter 11 case.

The Debtor is also authorized to use the services of Sullivan
Management, LLC.

A copy of the order and the Debtor's budget is available at
https://bit.ly/2R4ZSUI from PacerMonitor.com free of charge.

The Court will convene a further preliminary (non-evidentiary)
hearing on the Cash Collateral Motion.  At that hearing, the Court
may continue the Debtor's authority to use cash collateral on terms
as may be appropriate under the Code and/or consented to by the
Pre-petition Lienors.  The Debtor must file any revised or amended
financial projections no later than June 22, 2021.

                         About ROTM Lofts

The ROTM Lofts, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No.
20-20469) on Dec. 29, 2020.  At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities.  Andrew C. Helman, Esq., at Murray Plumb & Murray,
represents the Debtor as counsel.



SABRE INDUSTRIES: S&P Lowers Rating to 'B' on Increased Leverage
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level and '3' recovery
rating to U.S. utility transmission and telecommunication support
structures manufacturer Sabre Industries Inc.'s proposed $1 billion
first-lien credit facility, comprising a $125 million revolving
credit facility and $875 million term loan, which will be used to
fund Blackstone Capital Partners' acquisition. The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of default.

The stable outlook signals S&P's expectation for adjusted debt to
EBITDA of 6.8x-7.3x over the next 12 months, which is higher than
industrial peers, but akin to levels of other private-equity-owned
enterprises post-acquisition.

Sabre has grown steadily in recent years but remains relatively
small. The company is a small, middle-market manufacturer. While
small its size is not a rating constraint, S&P believes it is
consistent with our assessment of its business risks which also
includes a narrow scope (infrastructure for utility and
telecommunication customers) and geographic concentration (nearly
100% of revenue generated in the U.S.).

The company is well positioned within an industry niche that has
favorable demand characteristics. Improved EBITDA margins (not
disclosed) and a record backlog at the end of the fiscal third
quarter (Jan. 31, 2021) demonstrate the health of Sabre's end
markets and its ability to compete with larger companies. The
company has long-standing and solid relationships with large
utility customers and telecommunications firms, and we expect these
customers to continue to invest in infrastructure improvements.
Importantly, these customers are now committing to longer-term
contracts (compared to one-off bids) covering multiple years of
spend.

Revenue and EBITDA margins should be steadier than manufacturers
exposed to more cyclical end markets. Longer-term contracts now
account for a little more than two-thirds of Sabre's revenue and
provide good visibility into future sales. Further stability is
provided by contractual arrangements that allow Sabre to pass
through cost increases for steel and other materials.

The stable outlook reflects S&P's expectations that adjusted
leverage will be in a range of 6.8x-7.3x over the next 12 months.
S&P said, "Our forecast is supported by the company's record-high
contractual backlog, our view that utility and telecommunications
companies will continue to invest in infrastructure improvements in
the current U.S. economic environment, and our expectation that the
new financial sponsor will not pursue more aggressive financial
policies in the near term."

S&P would downgrade Sabre if adjusted leverage trended toward 8x.
This could occur if:

-- Estimated revenue falls nearly 40% below our current forecast
or EBITDA margins contracts 250-300 basis points (bps) compared to
January 2021 levels. S&P views this scenario as unlikely over the
next year because of the company's strong backlog and the
industry's growth drivers, including aging infrastructure and grid
hardening or

-- New owner Blackstone takes a more aggressive stance, including
debt-funded shareholder renumeration over the next 12 months. S&P
believes that Blackstone would be more likely to reinvest growth
capital into Sabre in the near term and thus view this scenario as
somewhat unlikely.

S&P would upgrade Sabre if:

-- Increased scale results in over $1 billion of sales, with
sustained above average margins;

-- Adjusted debt to EBITDA trends below 5x, an unlikely event
given the high proposed level of debt at transaction close; and

-- S&P has confidence that Blackstone is committed to maintaining
a more conservative financial profile.



SANITECH LLC: Frost Brown Represents Central Bank, Chement
----------------------------------------------------------
In the Chapter 11 cases of Sanitech, LLC, the law firm of Frost
Brown Todd LLC submitted a verified statement under Rule 2019 of
the Federal Rules of Bankruptcy Procedure, to disclose that it is
representing Central Bank & Trust Co. and Camaco Chemical Company,
Inc. d/b/a Chement.

The names and addresses of the parties represented by FBT in the
above-referenced chapter 11 cases are:

     Central Bank & Trust Co.
     300 West Vine Street
     Lexington, KY 40507

     Camaco Chemical Company, Inc.
     8145 Holton Drive
     Florence, KY 41042

The nature and amount of disclosable economic interest of each
creditor, equity security holder, and party in interest represented
by FBT is as follows:

     a. Central Bank: Central Bank is a creditor in this chapter
        11 case by virtue of a credit card account in the name of
        the Debtor. Central Bank filed Proof of Claim No. 19 in
        the amount of $7,024.43 that is an unsecured claim.

     b. Chement: Chement is a creditor in this chapter 11 case and
        has filed Proof of Claim No. 11 in the amount of
        $229,128.02 that is an administrative and unsecured
        claim.

Central Bank and Chement have each requested that FBT represent
them and their interests in this chapter 11 case.

FBT does not hold any claim against or equity interest in the
Debtor.

Counsel for Central Bank & Trust Co. and Camaco Chemical Company
can be reached at:

          FROST BROWN TODD LLC
          Tyler Powell, Esq.
          250 West Main Street, Suite 2800
          Lexington, KY 40507
          Tel: (859) 231-0000
          Fax: (859) 231-0011
          E-mail: tpowell@fbtlaw.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3uR9JvQ

                      About Sanitech LLC

Sanitech, LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Ky. Case No. 21-20120) on Feb. 22,
2021, listing under $1 million in both assets and liabilities.  J.
Christian A. Dennery, Esq., at Dennery, PLLC, is the Debtor's legal
counsel.


SC SJ HOLDINGS: FMT Unsecureds to Recover 0.26% to 2.75% in Plan
----------------------------------------------------------------
SC SJ Holdings LLC, et al., submitted an Amended Joint Chapter 11
Plan of Reorganization and a corresponding Disclosure Statement on
May 11, 2021.

The Plan provides for treatment of Allowed Claims against each
Debtor based on the assets of that Debtor.  The Creditors Committee
is investigating whether there is any basis for it to seek
substantive consolidation of the Debtors, in which case the assets
of each Debtor's estate would be consolidated for purposes of
making creditor distributions. However, the Debtors believe that
the assets and liabilities of each Debtor should and must be
addressed independently.

As of the date hereof, it is unlikely that Debtor FMT SJ LLC will
have sufficient unencumbered assets on its balance sheet to pay
Other Priority Claims (Class 1) in full on the Effective Date.
Debtor FMT anticipates securing Cash necessary to satisfy Other
Priority Claims in full on the Effective Date from external
sources. However, there is no guarantee that Debtor FMT will be
able to secure such funds. If Debtor FMT is unable to secure
external funding or otherwise negotiate consensual treatment with
holders of Allowed Other Priority Claims, there is a risk that
Debtor FMT's chapter 11 case will have to be converted to a
liquidation under chapter 7 of the Bankruptcy Code.

Finally, it is unlikely that Debtor FMT will have sufficient
unencumbered assets on its balance sheet to fund a recovery for
holders of Allowed FMT General Unsecured Claims (Class 4B).
However, the Plan provides holders of Allowed FMT General Unsecured
Claims will receive their Pro Rata share of a $500,000 FMT GUC Cash
Pot. Debtor FMT anticipates securing Cash necessary to fund the FMT
GUC Cash Pot from external sources, including, for example, a
portion of the proceeds of the Qualified Manager Mezzanine Loan.
The Plan provides, as a condition precedent to the Effective Date,
that Debtor FMT shall have funded the FMT GUC Cash Pot. There is no
guarantee that Debtor FMT will be able to secure the funds
necessary to satisfy that condition precedent.

Class 4A consists of SC SJ General Unsecured Claims in the
$1,536,463 estimated allowed amount and 100% estimated recovery.
This Class is unimpaired. Except to the extent that a Holder of an
Allowed SC SJ General Unsecured Claim agrees to a less favorable
treatment, in full and final satisfaction of such Allowed SC SJ
General Unsecured Claim, such Holder will receive payment in full
in Cash plus interest at the Federal judgment rate, payable on the
later of the Effective Date and the date that is 10 Business Days
after the date on which such SC SJ General Unsecured Claim becomes
an Allowed SC SJ General Unsecured Claim, in each case, or as soon
as reasonably practicable thereafter.

Class 4B consists of FMT General Unsecured Claims with $18,182,000
- $192,476,857 estimated allowed amount and 0.26% - 2.75% estimated
recovery. Each Holder of an Allowed FMT General Unsecured Claim
will receive on account of such Allowed FMT General Unsecured
Claim, in full and final satisfaction of such Allowed FMT General
Unsecured Claim, its Pro Rata share of the FMT GUC Cash Pot. For
the avoidance of doubt, the FMT Deficiency Claim is an Allowed FMT
General Unsecured Claim. If Class 4B votes to accept the Plan, the
Prepetition Secured Lender will voluntarily waive its right to
receive its Pro Rata share of the FMT GUC Cash Pot on account of
the FMT Deficiency Claim. If Class 4B votes to reject the Plan the
Plan the Prepetition Secured Lender shall receive its Pro Rata
share of the FMT GUC Cash Pot on account of the FMT Deficiency
Claim.

Class 4C consists of Fairmont General Unsecured Claims in
$3,976,655 estimated allowed amount and 100% estimated recovery.
Except to the extent that a Holder of an Allowed Fairmont General
Unsecured Claim agrees to a less favorable treatment, in full and
final satisfaction of such Allowed Fairmont General Unsecured
Claim, such Holder will receive payment in full in Cash plus
interest at the Federal judgment rate, payable on the later of the
Effective Date and the date that is 10 Business Days after the date
on which such Fairmont General Unsecured Claim becomes an Allowed
Fairmont General Unsecured Claim.

Except as otherwise provided in the Plan or the Confirmation Order,
all Cash necessary for the Debtors or Post-Effective Date Debtors,
as applicable, to make payments required pursuant to the Plan shall
be funded from proceeds advanced under the DIP Facility, Cash on
the Debtors' balance sheets as of the date on which the applicable
payment is made, and proceeds of the Qualified Manager Mezzanine
Loan that Debtor SC SJ's parent contributes to the Debtors as a
capital contribution.

A full-text copy of the Amended Joint Plan dated May 11, 2021, is
available at https://bit.ly/3eNistb from Stretto, the claims
agent.

Proposed Counsel to the Debtors:

     Patrick Potter
     Dania Slim
     Jonathan Doolittle
     Rahman Connelly
     PILLSBURY WINTHROP SHAW PITTMAN LLP
     1200 Seventeenth Street, NW
     Washington, DC 20036
     Telephone: (202) 663-8928
     Facsimile: (202) 663-8007

     Justin Alberto
     Patrick J. Reilley
     COLE SCHOTZ P.C.
     500 Delaware Avenue, Suite 1410
     Wilmington, Delaware 19801
     Telephone: (302) 658-9200
     Facsimile: (302) 658-3989

                 About SC SJ Holdings and FMT SJ

San Ramon-based Eagle Canyon Management's SC SJ Holdings LLC owns
The Fairmont San Jose, an 805-room luxury hotel located at 170
South Market St., San Jose, Calif. The hotel is near many of the
largest Fortune 1000 corporations and is a popular location for
conferences and conventions, particularly in the technology
industry.

On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 21-10521).  On March 10, 2021, SC SJ
Holdings sought Chapter 11 protection (Bankr. D. Del. Case No.
21-10549).  The cases are jointly administered under Case No.
21-10549.

At the time of the filing, SC SJ Holdings disclosed assets of
between $100 million and $500 million and liabilities of the same
range.  FMT SJ disclosed that it had estimated assets of between
$500,000 and $1 million and liabilities of between $100 million and
$500 million.

The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their
bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity
LLC as financial advisor. Stretto is the claims agent and
administrative advisor.


SCHLUMBERGER N.V.: Egan-Jones Keeps BB- Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Schlumberger N.V.

Headquartered in Houston, Texas, Schlumberger N.V. also known as
Schlumberger Limited is an oil services company.



SCIENTIFIC GAMES: Incurs $9 Million Net Loss in First Quarter
-------------------------------------------------------------
Scientific Games Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $9 million on $729 million of total revenue for the three months
ended March 31, 2021, compared to a net loss of $155 million on
$725 million of total revenue for the three months ended March 31,
2020.

As of March 31, 2021, the Company had $7.86 billion in total
assets, $10.38 billion in total liabilities, and a total
stockholders' deficit of $2.52 billion.

Barry Cottle, president and chief executive officer of Scientific
Games, said, "I am extremely pleased with our progress this
quarter. Despite the continued challenges, our teams' dedication
and focus enabled us to build on our gains from last year.  We
delivered another strong quarter, enabling us to return to growth
on both the top and bottom lines.  Our new Gaming strategy and
product roadmap continues to have success and our Lottery, SciPlay
and Digital businesses delivered strong growth in the quarter.  Our
results demonstrate the strength of our content and franchises,
engaging players on any platform they want to play.  The executive
team and our Board are continuing to work together and are making
great progress as we look to optimize our portfolio, deleverage our
balance sheet and capitalize on key areas of growth in order to
unlock value for our shareholders."

Michael Eklund, executive vice president and chief financial
officer of Scientific Games, added, "The team has really stepped up
to make meaningful progress on our key initiatives.  We remain
laser focused on delivering revenue and AEBITDA growth, and
strengthening our balance sheet.  Our continued focus on
operational efficiency is enhancing our cash flows.  We are
executing at a high level and I could not be more excited about the
path forward for Scientific Games."

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/750004/000075000421000020/sgms-20210331.htm

                      About Scientific Games

Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries.  Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.

Scientific Games reported a net loss of $548 million for the year
ended Dec. 31, 2020, compared to a net loss of $118 million for the
year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$7.98 billion in total assets, $10.51 billion in total liabilities,
and a total stockholders' deficit of $2.52 billion.


SEADRILL PARTNERS: Chapter 11 Debt Swap Plan Approved by Judge
--------------------------------------------------------------
Law360 reports that bankrupt offshore drilling rig operator
Seadrill Partners LLP received court approval Friday, May 14, 2021,
in Texas for a Chapter 11 plan that will swap $2.8 billion of
secured term loan debt for equity in a reorganized company.

During a virtual hearing, Seadrill attorney Brian Schartz of
Kirkland & Ellis LLP said a series of settlements with creditors
and its parent company paved the way to a consensual confirmation
hearing that brought to a close a four-year effort to restructure
the company's liabilities. "This is the end of a long journey."
"[We've] been working with Seadrill since January 2017 and I think
we've done."

                        About Seadrill Ltd.

Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) --
http://www.seapdrill.com/-- is a deepwater drilling contractor
providing drilling services to the oil and gas industry. As of
March 31, 2018, it had a fleet of over 35 offshore drilling units
that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up
rigs.

On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection
after reaching terms of a reorganization plan that would
restructure $8 billion of funded debt. It emerged from bankruptcy
in July 2018.

Demand for exploration and drilling has fallen further during the
COVID-19 pandemic as oil firms seek to preserve cash, idling more
rigs and leading to additional overcapacity among companies serving
the industry.

In June 2020, Seadrill wrote down the value of its rigs by $1.2
billion and said it planned to scrap 10 rigs. Seadrill said it is
in talks with lenders on a restructuring of its $5.7 billion bank
debt.

On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore
Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2
Limited, and Asia Offshore Rig 3 Limited sought Chapter 11
protection. Seadrill GCC estimated $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.

Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code with the Court. The lead case
is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427).

Seadrill Limited disclosed $7.291 billion in assets against $7.193
billion in liabilities as of the bankruptcy filing.

In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for
the Debtors. Houlihan Lokey, Inc., is the financial advisor.
Alvarez & Marsal North America, LLC, is the restructuring advisor.
The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The
law firm of Slaughter and May is co-corporate counsel.
Advokatfirmaet Thommessen AS is serving as Norwegian counsel.
Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk
LLC is the claims agent.


SEAGATE TECHNOLOGY: Egan-Jones Keeps BB Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on April 27, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Seagate Technology PLC.

Headquartered in Cupertino, California, Seagate Technology PLC
designs, manufactures, and markets hard disk drives for enterprise
applications, client compute applications, client non-compute
applications, personal data backup systems, portable external
storage systems and digital media systems.



SEARS HOLDINGS: Vendors Ask Court to Reject Professional Fees Hike
------------------------------------------------------------------
Law360 reports that a group of Sears Holdings' post-Chapter 11
vendors is asking a New York bankruptcy court to reject the
company's request to increase the fees it's paying the firms
working on its clawback claims, saying payments to vendors should
come first.

In a pair of motions filed Thursday, May 13, 2021, the vendors
argued Sears should not be increasing professional fees while
vendors -- some of which accepted a cram down of their claims in
hopes of being paid earlier -- wait for their payments.  Sears
declared bankruptcy in October 2018. ESL Holdings, a firm owned by
former Sears CEO Edward Lampert, bought 425 Sears.

                    About Sears Holdings Corp.

Sears Holdings Corporation (OTCMKTS: SHLDQ) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. At that time, the Company employed
68,000 individuals, of whom 32,000 were full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.

The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors.  The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.

The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.

                          *     *     *

In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal would allow 425 stores to remain open and
provide ongoing employment to 45,000 employees.


SERTA SIMMONS: S&P Upgrades ICR to 'CCC-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Serta Simmons Bedding LLC to 'CCC-' from 'SD' (selective default).

Serta Simmons completed its tender offer for approximately $80
million of its $90 million outstanding second-lien term loan due
2024.

The action reflects S&P's view that the capital structure remains
unsustainable and it expects Serta to pursue further debt
restructuring within the next six months.

Following the completion of the second-lien Dutch auction S&P
raised its rating on the second-lien term loan to 'C' from 'D'; the
recovery rating on this debt is '6', reflecting its expectation for
negligible recovery (0%-10%; rounded estimate: 0%).

The ratings on the remaining debt tranches remain on CreditWatch
with negative implications, including the 'B+' rating on the $200
million first-out super-priority term loan due 2023, the 'B' rating
on the $851 million second-out super-priority debt due in 2023, and
the 'CCC-' rating on the $884 million outstanding first-lien term
loan due 2023. The recovery ratings remain '1+', '1', and '6',
respectively.

S&P said, "We believe the company's recent announcement indicates a
likelihood of additional debt restructuring over the next six
months. We had originally expected the company to launch its
first-lien Dutch auction or restructure its debt shortly after the
completion of its second-lien Dutch auction. The company stated
that it may commence a tender offer on the first lien with the
remaining availability on its repurchase basket. However, the
timing is unclear. As such, we raised our issuer credit rating on
the company to 'CCC-', reflecting our expectation of further debt
restructuring within the next six months and raised our issue-level
rating on the company's second-lien debt to 'C' from 'D'. Following
the formal launch of a tender offer or further debt restructuring,
we would lower the issuer credit rating until completion of the
restructuring, at which point we would reassess the issuer credit
rating and resolve the CreditWWatch listings on the issue level
ratings.

"While the second-lien tender reduced leverage to 13.3x from 12.5x
for the 12 months ended Dec. 31, 2020, excluding capitalized
interest as debt, we believe the company will continue to seek ways
to reduce its debt load, including restructuring or additional debt
repurchases at less than par as the capital structure remains
unsustainable.

"We expect the company to maintain adequate liquidity. Following
this transaction, we estimate the company will have about $200
million cash and about $170 million available on its revolver.
Although we do not expect the company to generate positive free
cash flow in fiscal 2021 because of its debt- service burden and
capex investments, we expect the company to maintain sources of
liquidity over uses by over 1.2x over the next 12 months."

The negative outlook reflects the possibility of further debt
restructuring over the next six months.

S&P said, "We could lower the ratings if the company engages in
further debt restructuring, liquidity becomes constrained,
operating performance worsens such that cash flow generation
deteriorates beyond our base case expectations, or the company
declares bankruptcy."

S&P could raise the ratings if it no longer expects the company to
restructure its debt within a six-month period.



SERVICE CORP: Moody's Rates New $800M Sr. Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Service
Corporation International's (SCI) proposed $800 million senior
unsecured notes due 2031. The net proceeds from the proposed notes
will be used to pay down SCI's existing revolver balance, repay its
$150 million senior unsecured notes due November 2021, and pay
related fees and expenses. The rating for the existing $150 million
senior unsecured notes due November 2021 will be withdrawn once
repaid. All other ratings, including SCI's Ba2 Corporate Family
Rating, Baa3 revolving credit facility and term loan rating, Ba3
senior unsecured note rating, and stable outlook remain unchanged.

Assignments:

Issuer: Service Corporation International

Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)

The assigned rating is subject to review of final documentation and
no material change to the size, terms and conditions of the
transaction as advised to Moody's.

RATINGS RATIONALE

SCI's Ba2 CFR reflects the company's position as the leading death
care provider in North America, with a combined portfolio of nearly
2,000 funeral home locations and cemetery properties, significant
scale advantages and a $12.9 billion revenue backlog as of March
31, 2021. Moody's expects growth in pre-need cemetery production
and near-term heightened at-need demand driven by the coronavirus
pandemic to drive organic revenue growth of about 2% despite
pressure from ongoing declines in average revenue per funeral
service. For 2021, Moody's anticipates solid EBITA margins of over
20%. Pro forma for the transaction, debt to EBITDA is expected to
remain around 3.8x and free cash flow to debt between 6% to 7%. An
aging baby boomer population, the company's tangible assets
including investment trusts, real estate holdings and insurance
contracts that provide debt coverage, and other liabilities also
support the rating.

The stable ratings outlook reflects Moody's expectations for modest
revenue growth and steady credit metrics over the next 12 to 18
months.

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

An upgrade could occur if Moody's expects: 1) profitable revenue
growth of at least 4% per year; 2) debt to EBITDA around 3 times;
and 3) free cash flow to debt will be maintained above 10%.

The ratings could be downgraded if Moody's anticipates: 1)
declining revenues; 2) EBITA margins will be sustained below 17%;
3) debt to EBITDA will remain above 4.5 times; or 4) diminished
liquidity.

Service Corporation International, based in Houston, TX, is North
America's largest provider of funeral, cemetery and cremation
products and services. The company operates an industry-leading
network of 1,461 funeral service locations and 484 cemeteries,
which includes 296 funeral service/cemetery combination locations.
Moody's anticipates revenue of over $3.5 billion in 2021.

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.


SERVICE CORP: S&P Rates New $800MM Senior Unsecured Notes 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '5' recovery
ratings to Service Corp. International's (SCI's) proposed $800
million senior unsecured notes. The '5' recovery rating indicates
its expectation for modest (10%-30%; rounded estimate: 15%)
recovery in the event of a payment default.

SCI intends to use the proceeds from these notes to repay its
outstanding $150 million 8% senior unsecured notes due 2021, repay
the outstanding revolver balance, and increase its cash balance by
about $180 million.

S&P's 'BB+' issuer credit rating and stable outlook on SCI reflect
the company's narrow but leading market position as a provider of
funeral and cemetery services. The company has a publicly stated
net leverage target range of 3.5x-4.0x, and it expects its S&P
Global Ratings-adjusted leverage will remain in the mid-3x to
low-4x area over the next couple years.



SHAMROCK FINANCE: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, has authorized  Shamrock Finance, LLC, to use
cash collateral on a final basis.

The Debtor has an immediate need to use the Cash Collateral to,
among other things, preserve and maximize the value of its assets,
absent which immediate and irreparable harm will result to the
Debtor, its estate, and its creditors.

The Debtor is authorized to use Cash Collateral in accordance with
the Budget pending further Court order, and during the Budget
period, as set forth in the Budget. Shamrock may pay and incur
expenses capped in the amount set forth in the Budget on an
aggregate basis through the end of the Budget period, with a
deviation of as much as 20% of the amounts projected in any
particular week.

As adequate protection for the holders of all secured claims for
Shamrock's use of Cash Collateral, the Alleged Secured Creditors
are granted replacement liens on the same types of post-petition
property of Shamrock's estate against which the Alleged Secured
Creditors held liens as of the Petition Date. The Replacement Liens
will maintain the same priority, validity and enforceability as the
Alleged Secured Creditors' respective prepetition liens. The
Replacement Liens will be recognized only to the extent of the
post-petition diminution in value of the Alleged Secured Creditors'
pre-petition collateral, if any, resulting from Shamrock's use of
the Cash Collateral.

The Debtor will file with the Court and deliver to the U.S. Trustee
on the 15th day of each month a reconciliation of the Budget on
both a line item and cumulative basis with respect to the
immediately preceding month.

A copy of the order is available for free at https://bit.ly/3wb4l6P
from PacerMonitor.com.

                       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
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.




SKECHERS USA: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on April 29, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Skechers U.S.A., Inc.

Headquartered in Manhattan Beach, California, Skechers U.S.A., Inc.
designs and markets branded contemporary casual, active, rugged,
and lifestyle footwear for men, women, and children.



SKYWORKS SOLUTIONS: Moody's Assigns First Time Ba1 CFR
------------------------------------------------------
Moody's Investors Service assigned the following first time ratings
to Skyworks Solutions, Inc.: Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating, Ba1 senior unsecured revolving
credit facility rating, Ba1 senior unsecured term loan rating, and
a Ba1 senior unsecured notes rating. Moody's also assigned a
speculative grade liquidity rating of SGL-1. The outlook is
stable.

Skyworks intends to use the net proceeds of the Term Loan, Notes,
and balance sheet cash to fund the $2.75 billion acquisition of
Silicon Laboratories Inc.'s (Silicon Labs) Infrastructure and
Automotive (I&A) business in an all-cash transaction. The
acquisition, which will diversify Skyworks' revenue base, has been
approved by the boards of directors of both Skyworks and Silicon
Labs, but remains subject to regulatory approval. Skyworks
anticipates deal closing during the third calendar quarter.

Assignments:

Issuer: Skyworks Solutions, Inc.

Corporate Family Rating, Assigned Ba1

Probability of Default Rating, Assigned Ba1-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Senior Unsecured Revolving Credit Facility, Assigned Ba1 (LGD4)

Senior Unsecured Term Loan, Assigned Ba1 (LGD4)

Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4)

Outlook Actions:

Issuer: Skyworks Solutions, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

The Ba1 CFR reflects Skyworks' solid financial strength but
elevated revenue and customer concentration. The company sells into
the highly competitive smartphone market (about 60% of proforma
revenues), which has very short product cycles of 1-2 years, with
sales starting a rapid decline once a subsequent model is launched,
making it critical to maintain market share in each new phone
model. This highly competitive environment limits Skyworks' ability
to reduce research and development and capital spending during
periods of weak demand and cash flow.

The large smartphone exposure naturally results in a high revenue
concentration to Apple Inc. (56% of revenue for year ended October
2 2020), which will decrease somewhat with the I&A acquisition).
This reliance exposes Skyworks to a potential loss of business or
margin compression in Apple's new product launches.

While the acquisition of I&A provides some diversification it also
entails integration risk, as the business includes some market
segments that are new to Skyworks, and exposes Skyworks to an array
of large, established competitors across its three main areas,
including Analog Devices, Inc and Broadcom Inc.

Skyworks is expected to have a proforma financial leverage of about
1.4x debt to EBITDA (twelve months ended April 2, 2021, Moody's
adjusted) and Moody's anticipates that Skyworks will prioritize FCF
for debt repayment such that debt to EBITDA (Moody's adjusted) will
decline over the next couple of years following closing. The strong
leverage profile helps to mitigate the potential volatility of a
concentrated business profile and the need for financial
flexibility to diversify the business either organically or through
M&A activity.

The CFR also reflects Skyworks' established market position in RF
chips used in smartphones, including signal filtering and
amplification. Given the increasing RF complexity that must be
managed with each new generation of smartphone, the dollar content
of RF chips in smartphones has steadily increased, providing a
secular revenue driver to these RF chip providers despite the
maturity of the broad smartphone market. The CFR also considers
Skyworks Broad Markets business, which has a broad base of
customers across Internet of Things (IoT), mobile telephony
infrastructure, and defense, partially diversifying Skyworks'
smartphone-concentrated revenue base.

The stable outlook reflects Moody's expectation of organic revenue
growth in the upper single digits percent over the next 12 to 18
months, driven primarily by unit volume and content growth in 5G
smartphones, flat to growing unit sales of prior generations of
smartphones, and increasing telecom infrastructure construction as
5G networks rollout globally. Given growing revenues and improving
profitability, Moody's expects the financial leverage will improve
over the period.

The Ba1 rating of the unsecured Revolver, Term Loan, and Notes
incorporates the debts seniority in the capital structure. Each of
the debt instrument ratings is consistent with the Ba1 CFR,
reflecting the single class of debt in the capital structure.

The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects the
company's very good liquidity, which is supported by consistent
free cash flow (FCF) and a large cash balance. Moody's expects that
Skyworks will generate annual FCF of at least $650 million (Moody's
adjusted) and maintain a cash balance of around $1 billion. Moody's
expects that the financial maintenance covenants governing the
Revolver and Term Loan will be set at a threshold that provides
ample cushion to current values of those metrics such that Skyworks
will remain comfortably in compliance over at least the next 12 to
18 months.

The credit profile is supported by governance considerations.
Skyworks is a publicly-traded company with an independent board of
directors. Skyworks has in the past maintained a very conservative
leverage profile, which has excluded the use of financial leverage.
The leveraging impact of the I&A acquisition will be modest, with
anticipated proforma closing leverage of only 1.4x debt to EBITDA
(12 months ended April 2, 2021, proforma, Moody's adjusted).
Moody's expects that Skyworks will continue to maintain a
conservative financial policy.

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

The rating could be upgraded if Skyworks:

Substantially reduces the customer and mobile device revenue
concentration

Integrates the I&A business without material disruption

Generates organic revenue growth in excess of the industry

EBITDA margin (Moody's adjusted) sustained at least in the low 40s
percent.

Maintains the very conservative leverage profile (e.g., less than
1.5x debt to EBITDA on a Moody's adjusted basis)

The rating could be downgraded if:

The integration of I&A contributes to material operational
disruption or pressure to profitability

Moody's expects Skyworks to experience a sustained slowdown in
revenue growth

Program losses occur with major customers

If profitability pressure or a material increase in debt levels
lead to debt to EBITDA (Moody's adjusted) sustained above 2.5x.

Skyworks Solutions, Inc., based in Irvine, California, designs and
manufactures analog semiconductor chips, primarily radiofrequency
communication chips used in smartphones and cellular communications
infrastructure for amplification and filtering of RF signals. The
company generated revenue of $4.4 billion for the 12 months ended
April 2, 2021.

Silicon Laboratories Inc.'s Infrastructure and Automotive business
designs power isolation, timing, and broadcast chips serving the
industrial, automotive, data center, telecommunications
infrastructure, and consumer electronics end markets.

The principal methodology used in these ratings was Semiconductor
Methodology published in Decemeber 2020.


SLC STUDENT 2008-2: S&P Places 'CC' Rating on B Notes on Watch Dev
------------------------------------------------------------------
S&P Global Ratings placed its 'CC (sf)' rating on the SLC Student
Loan Trust 2008-2 class B notes on CreditWatch with developing
implications. SLC Student Loan Trust 2008-2 is a student loan ABS
transaction backed by the U.S. Department of Education's (ED's)
Federal Family Education Loan Program (FFELP) loans.

CreditWatch with developing implications indicates that a rating
may be raised, lowered, or affirmed. A developing designation is
used for situations where potential future events are unpredictable
and differ so significantly that the rating could be raised or
lowered.

Rationale

S&P expects the class A notes from the transaction will not be paid
on their legal final maturity date in June 2021, causing an event
of default under the transaction documents. After an event of
default, the trustee and/or noteholders have several courses of
action they can take, which may affect the amount and timing of
payments that are expected to be received by the class B notes. For
example, the allocating payments per the pre-event of default
waterfall could be maintained, the allocating payments per the
post-event of default waterfall could be maintained, or the trust
estate could be sold. In addition, uncapped expenses are allowed
under the transaction documents if they relate to addressing the
post-event of default course of action.

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. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

CreditWatch

Once the course of action is determined by the trustee and/or
noteholders subsequent to the event of default, S&P will determine
whether the class B rating will be raised, lowered, or affirmed.


SNC-LAVALIN GROUP: DBRS Confirms BB(high) Issuer Rating
-------------------------------------------------------
DBRS Limited confirmed the Issuer Rating and Senior Debentures
rating of SNC-Lavalin Group Inc. at BB (high) with Stable trends.
At the same time, DBRS Morningstar confirmed the Recovery Rating of
the Senior Debentures at RR4. DBRS Morningstar removed these
ratings from Under Review with Negative Implications, where they
were placed on February 10, 2021, following provisions taken for
lump sum turnkey litigation matters and commercial claims as well
as SNC's announced sale of its Oil and Gas (O&G) business which is
set to close in Q2 2021. Although the sale reduces SNC's sectoral
and customer diversification, the O&G division has suppressed the
Company's earnings since 2018, and unstable commodity prices have
resulted in recent volatility as customers adjust their operations.
The sale allows the Company a relatively clean exit from its active
contracts and the ongoing warranty obligations of former contracts.
The sale is also an important milestone in SNC achieving its
strategic initiative of focusing on its core Engineering Services
business, which helps to avoid any distractions from its legacy O&G
business.

Operating performance worsened in 2020 as full-year performance was
marked by a significant amount of restructuring, impairment costs,
and losses on discontinued operations while SNC moved toward
aligning operations with its business strategy. Furthermore, the
impact of the Coronavirus Disease (COVID-19) pandemic on
operations, legacy lump sum turnkey (LSTK) litigation matters, and
commercial claims compounded the impact on earnings and cash flow.
Although SNC's operating performance and financial metrics were
weaker in F2020 compared with F2019, DBRS Morningstar largely
factored this weakening of metrics into the rationale for the
downgrade in Q4 2020. DBRS Morningstar expects gradual improvement
in financial metrics to those consistent with the rating by 2022,
while noting that the impact of the coronavirus pandemic on the
Company's operating performance remains highly uncertain and
rapidly evolving. DBRS Morningstar will continue to closely monitor
the situation and take necessary action in the event of a material
development. The rating confirmations are further supported by
SNC's comfortable liquidity position with cash balances above $900
million and a largely unused revolving credit facility with
availability of $2.4 billion as at December 31, 2020, as well as
the Company's portfolio of capital investments with an estimated
market value of more than $2 billion.

DBRS Morningstar integrated its methodology "Rating Companies in
the Services Industry" (the Services Methodology) into the Company
rating, along with the methodology "Rating Companies in the
Construction and Property Development Industry," which better
aligns SNC's risk profile with its strategic direction to exit LSTK
construction contracts. DBRS Morningstar notes the modestly
improved business risk assessment of the Company with this
incorporation. Pillars of SNC's Business Risk Assessment strength
under the Services Methodology include the Company's reputation for
engineering/project management excellence, notably in the
transportation, civil infrastructure, and nuclear sectors, all with
attractive long-term demand fundamentals; SNC's geographic
diversification (almost 80% of activities are undertaken in
Organization for Economic Cooperation and Development countries);
and diversified public and private clients, many characterized by
long-term relationships with repeat customers within SNC's core
Engineering Services business.

Going forward, DBRS Morningstar expects SNC to demonstrate prudent
financial management and improve adjusted debt-to-EBITDA ratio to
below 4.0 times in the near term through recovery of earnings
and/or debt reduction. Additional project and operational
challenges that prevent earnings recovery and lead to further
deterioration in credit metrics (including those related to the
coronavirus pandemic) could trigger a negative rating action. DBRS
Morningstar notes that progress made toward completion of the
legacy lump-sum contract backlog without material project losses as
well as persistent improvement in credit metrics would be the key
drivers for placing the ratings on a positive trend.

Notes: All figures are in Canadian dollars unless otherwise noted.



SOUTHWEST AIRLINES: Egan-Jones Keeps BB Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Southwest Airlines Co.

Headquartered in Dallas, Texas, Southwest Airlines Co. is a
domestic airline that provides primarily short-haul,
high-frequency, and point-to-point services.



SPIRIT AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Spirit Airlines, Inc. EJR also upgraded the
rating on commercial paper issued by the Company to B from C.

Headquartered in Miramar, Florida, Spirit Airlines, Inc. owns and
operates airlines.



SPX FLOW: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on SPX
Flow Inc. and its 'BB' issue-level rating on its senior unsecured
debt.

S&P said, "The stable outlook reflects our view that SPX Flow will
make good progress toward increasing its margins over the next
12-18 months. It also reflects our view that the company will
allocate its capital such that its leverage increases closer to its
target range, leading it to maintain S&P Global Ratings-adjusted
leverage of 2.0x-3.0x.

"SPX Flow performed well in the first quarter and we believe it
will continue to make progress toward improving its EBITDA margins.
The company expanded its organic revenue by 18.5% in the first
quarter (year over year) and had incremental operating margins of
just over 23%. SPX Flow continues to focus on its more-profitable
businesses. Over the next three years, its goal is to dramatically
increase its operating margins through a combination of improved
pricing and product mix, better productivity, lower supply chain
costs, and reduced selling, general, and administrative (SG&A)
expenses. We believe these are ambitious targets, particularly in
light of the increased raw material costs and supply chain
challenges that are limiting incremental margin growth across the
manufacturing industry. Nevertheless, we believe the company can
make substantial progress toward achieving its goals such that it
improves its S&P Global Ratings-adjusted margins to the mid-teens
percent area over time, which is a level we view as average
relative to those of its peers.

"The company's S&P Global Ratings-adjusted debt leverage is well
below its target levels, though we believe it will increase to the
2x-3x range. As of Dec. 31, 2020, SPX Flow had adjusted debt to
EBITDA of 0.7x. While the company's level of cash and cash
equivalents was similar to its total debt levels, we also factor in
its underfunded pension obligations and operating leases in our
calculation. In our view, a combination of shareholder-friendly
actions and opportunistic acquisitions will likely increase SPX's
S&P Global Ratings-adjusted leverage to the 2x–3x range over the
longer term, which is in line with management's stated target.
Specifically, we expect SPX Flow to deploy between $900 million and
$1.2 billion of capital over the next three years for internal
investment and to fund dividends, share repurchases, and
acquisitions."

In January 2021, SPX Flow closed on its $38 million acquisition of
UTG Mixing Group, a manufacturer of mixing solutions for a variety
of industries. More recently, the company also closed on its
acquisition of Philadelphia Mixing Solutions for $65 million. S&P
expects its future transactions to be of a similar size as its
recently completed purchases.

SPX Flow's revenue base is small relative to those of its peers in
the 'BB' category, though we believe its good geographic diversity
and strong aftermarket business mitigate this risk. The company's
revenue declined to $1.35 billion for the trailing 12 months ended
Dec. 31, 2020. While smaller than that of its rated peers, SPX's
revenue was split fairly evenly between its recently rebranded
nutrition and health segment and its general industrial segment.
Furthermore, its geographic reach is good despite its limited scale
given that it derived a little over a third of its revenue from
North America and about 30% each from Europe and the Asia-Pacific
region.

SPX's aftermarket business accounts for about 40% of its total
sales. The company's revenue from this business tends to more
stable than the revenue from its original equipment business,
though S&P generally sees higher EBITDA margins at companies with
this type of aftermarket business.

S&P said, "Despite its lower margins relative to those of its peers
we rate in the 'BB' category, we believe its business will be less
volatile following the sale of its Power & Energy operations in
2020. Still, we believe there is some volatility in the company's
industrial segment, which accounts for approximately half of its
total revenue.

"In our view, the company's on-balance sheet liquidity remains
solid. SPX Flow ended the first quarter with cash and cash
equivalents of $380.7 million and nearly $500 million in undrawn
revolver capacity. It also had a $100 million term loan due in June
2022, though it maintains significant revolver capacity to deal
with this maturity. Furthermore, we believe the company faces
relatively few liquidity needs over the next few years. That said,
we do not believe SPX will operate with this level of excess
liquidity on its balance sheet over the long term given its capital
allocation priorities.

"The stable outlook on SPX Flow reflects our view that it will make
good progress toward increasing its margins over the next 12-18
months, though it may face some headwinds given the general supply
chain issues across the manufacturing industry. It also reflects
our view that the company will engage in a higher level of
acquisition and share repurchase activity given the high levels of
cash on its balance sheet. We believe these activities will
increase SPX's leverage closer to its stated target range (S&P
Global Ratings-adjusted leverage of 2.0x-3.0x).

"We could downgrade SPX Flow if it increases its S&P Global
Ratings-adjusted leverage above 3.0x and we believe it will remain
elevated. The company would most likely reach this level of
leverage due to the combination of a weaker-than-anticipated
operating performance and a high level of debt funded acquisition
activity and share repurchases.

"While unlikely in the next year, we would consider upgrading SPX
Flow if it commits to maintain S&P Global Ratings-adjusted leverage
of less than 2x. Alternatively, we could also upgrade the company
if it materially improves its business risk profile, including by
expanding its scale and profitability."



STATION CASINOS: S&P Places 'B+' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed all ratings on Las Vegas, Nev.-based
casino operator Station Casinos LLC, including its 'B+' issuer
credit rating, on CreditWatch with positive implications.

S&P said, "We believe EBITDA growth in 2021 will lead to meaningful
deleveraging this year. We forecast a meaningful improvement in
leverage in 2021 to the mid-4x area (not including the impact of
expected sale proceeds from the Palms Casino Resort), from the
high-7x area at the end of 2020, which was negatively affected by
pandemic-related property closures between March 17 and June 3,
2020. Although our forecast for adjusted leverage in 2021 is below
our 5x upgrade threshold for Station at the current 'B+' rating
level, we believe EBITDA growth may decelerate in the second half
of this year and through 2022 and the company may embark on
development spending beginning next year. This could translate into
adjusted leverage closer to 5x in 2022 in a scenario where the
Palms sale does not close and Station moves forward with
development spending. Station is planning to develop a casino
catering to Las Vegas locals in the Durango area of Las Vegas. The
property would be located to the west of the Las Vegas Strip, and
several miles south of Station's Red Rock Resort property. Station
owns about 70 acres in Durango and plans to begin construction in
early 2022.

"We believe 2021 EBITDA will benefit from a mix shift toward
higher-margin gaming revenue, and the maintenance of many of the
cost cuts achieved during 2020. We believe the ability for Station
to maintain many of its cost cuts is supported by its good market
position in the competitive and volatile Las Vegas locals market,
with a portfolio that includes several high-quality properties and
a good player loyalty program (Boarding Pass)."

S&P's base-case assumes:

-- U.S. GDP grows 6.5% in 2021 and 3.1% in 2022, and U.S. consumer
spending grows 6.9% in 2021 and 4.2% in 2022, which should support
visitation to and spending at casinos.

-- 2021 revenue increases around 20% relative to 2020 but is down
around 3% to 5% relative to 2019 (pro forma to exclude revenue from
the Graton management agreement, which expired Feb. 5, 2021, and
Palms related revenue). 2021 reflects a favorable year-over-year
comparison given the closure of Station's properties from March 17
to June 3, 2020. S&P said, "Further, we assume Station benefits in
the first half of 2021, relative to the second half of 2020, from
easing capacity restrictions in its operating market and an
improved public health environment, which we believe will lead to
increased customer visitation. We believe revenue in 2021 will
remain below 2019 given capacity restrictions for at least part of
the year that will limit nongaming revenue such as hotel, theater,
and some food and beverage revenue."

-- 2021 EBITDA increases around 55%-75% relative to 2020 and about
45%-55% relative to 2019 (pro forma to exclude EBITDA from Graton
and Palms). S&P said, "We assume Station maintains many of the cost
cuts it achieved during 2020 particularly in areas such as
marketing, labor, and renegotiated third party contracts.
2022 revenue to increase around 5%-10% year over year driven
largely by growth in nongaming amenities and supported by continued
economic growth. We assume in 2022 properties operate without
restrictions."

-- S&P said, "2022 EBITDA margin declines modestly year over year
given a mix shift towards modestly lower margin amenities compared
to higher margin gaming revenue, and our assumption that marketing
expense increases modestly to attract and retain customers as more
leisure alternatives are available. Our forecasted margin
deterioration largely offsets revenue growth."

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. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

S&P said, "The sale of the Palms may accelerate deleveraging. We
expect that if the sale of the Palms closes this year, adjusted
leverage may improve significantly--to the mid-3x area in 2021, and
be maintained at that level through 2022, assuming Station uses at
least part of the proceeds for debt reduction. Station announced
last week that it entered into an agreement to sell the Palms for
$650 million in cash. The closing of the sale is subject to various
regulatory approvals, and we expect that if regulatory approvals
are received, the sale would close by the end of this year.

"We believe Station will likely use asset sale proceeds in part to
help fund future development projects. We also expect the company
may use part of the proceeds to reduce debt or maintain excess cash
on the balance sheet--both of which would lead to deleveraging
since we net excess cash from debt in our measure of adjusted
leverage. Station has been repaying debt using excess cash and cash
flow generated since its properties reopened last year. Further, we
believe the sale of the Palms will support Station's continued
EBITDA growth and margin improvement since the property was a
material drag on EBITDA in 2019, and has remained closed and
burning cash, since the initial property closures in March 2020
because of the pandemic."

CreditWatch

S&P said, "The CreditWatch listing reflects the likelihood we will
raise our rating one notch if the sale of the Palms closes as
expected and Station uses at least part of the proceeds for debt
reduction or maintains incremental excess cash on hand, since in
that scenario we expect adjusted leverage would be maintained well
below 5x even incorporating our estimate of Durango development
spending. We could also raise the rating one notch even in a
scenario where the sale of the Palms does not close, if EBITDA over
the next few quarters tracks in line with our expectation and we
believe Station will maintain adjusted leverage under 5x, even
incorporating potential development spend and operating
volatility.

"In resolving the CreditWatch listing we will monitor the progress
of the Palms' sale and assess the anticipated use of proceeds. We
will also monitor EBITDA performance over the next few quarters,
and we will incorporate into our analysis any additional
information from management around development spending and
financial policy."



SUBURBAN PROPANE: Moody's Rates New 2031 Unsecured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Suburban Propane
Partners, L.P.'s proposed senior unsecured notes due 2031.
Suburban's other ratings and stable outlook remain unchanged. The
proceeds from the transaction, along with borrowings under its
revolver and cash on hand, will be primarily used to refinance its
existing $525 million 5.5% senior notes due 2024 and $250 million
5.75% senior notes due 2025.

"The senior notes issuance will materially extend Suburban's
maturity profile," said Arvinder Saluja, Moody's Vice President.
"Importantly, it will also move a portion of its debt burden to
revolver borrowings, making It easier for it to repay them and
reduce its gross debt over time using the free cash flow Suburban
will generate."

Assignments:

Issuer: Suburban Propane Partners, L.P.

Senior Unsecured Notes, Assigned B1 (LGD4)

RATINGS RATIONALE

The proposed and existing senior notes are rated B1 or one notch
below the Ba3 Corporate Family Rating (CFR), reflecting their
effective subordination to the (unrated) secured $500 million
revolving credit facility due 2025.

Suburban's Ba3 CFR is supported by its significant scale and market
position in the propane distribution industry, and its strong track
record of successful cost reduction efforts. Moody's expects
Suburban to continue to improve its leverage and distribution
coverage as the company's reduction in distribution and interest
expense will help increase free cash flow and pay down debt.
Suburban is exposed to the characteristics of the propane sector,
which include a high degree of sensitivity to unpredictable
external factors such as weather, a trend of secularly declining
volumes, the highly competitive and fragmented nature of the
sector, and growth opportunities that are mostly limited to
acquisitions as opposed to organic growth.

Moody's expects Suburban to have adequate liquidity in 2021-22 as
reflected by its SGL-3 rating. As of March 27, 2021, Suburban had
$6.7 million of cash and $56.2 million outstanding under its $500
million secured revolver due March 5, 2025. As part of the
refinancing transaction, Suburban will draw on its revolver leaving
approximately $240 million, net of letters of credit, available for
unexpected working capital swings and other seasonal needs.
Suburban has about $75 million annual partnership distributions,
and will have about $60 million in interest expense, pro forma for
the debt offering. The revolver's financial covenants include a
5.75x maximum consolidated leverage ratio, a 2.5x minimum interest
coverage covenant, and a 3.25x maximum senior secured consolidated
leverage ratio. Moody's expects the company to maintain compliance
with its financial covenants well into its 2022 fiscal year.

The stable outlook reflects Moody's expectation that leverage and
distribution coverage will remain supportive of the ratings.

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

The rating could be downgraded if debt/EBITDA is sustained above 5x
(normalized for seasonal working capital related borrowings),
distribution coverage remains below 1x, if the cushion for
compliance with the financial maintenance covenants deteriorates,
and/or if the company makes debt funded acquisitions or
distributions. Suburban's ratings could be upgraded if debt/EBITDA
sustainably remains below 4x and distribution coverage above 1.2x

Suburban Propane Partners, L.P. (Suburban), based in Whippany, NJ,
is a master limited partnership (MLP), which conducts operations
through four primary business segments: Propane (86% of revenues),
Fuel Oil and Refined Fuels (7%), and Natural Gas and Electricity
(3%), and Service (4%).

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


SUBURBAN PROPANE: S&P Rates $650MM Unsecured Notes 'BB-'
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Suburban Propane Partners L.P. and its 'BB-' issue-level rating on
its senior unsecured notes due 2027 and revised its recovery rating
on the senior unsecured notes to '3' from '4'.

S&P said, "At the same time, we assigned our 'BB-' issue-level
rating and '3' recovery rating to Suburban's new senior unsecured
notes due 2031. The '3' recovery rating indicates our expectation
for meaningful (50%-70%; rounded estimate: 50%) recovery in the
event of a payment default.

"The stable outlook reflects our expectation that, depending on
weather conditions, Suburban Propane will continue to repay debt
with its excess cash flow and maintain debt to EBITDA in the low
4.0x range over the next year."

The partnership is issuing $650 million of senior unsecured notes
and plans to use the proceeds from the notes, along with a $147
million draw on its revolver, to repay $775 million of its
outstanding senior unsecured notes. S&P said, "Following the
transaction, we expect Suburban to prioritize paying down the
outstanding borrowings on its revolving credit facility over the
next year. Therefore, we forecast its leverage will be in the low
4.0x area for fiscal year 2021 (ending Sept. 30, 2021) and below
4.0x in fiscal year 2022." Given the volatility and
unpredictability of weather patterns, any positive rating actions
would depend on Suburban's ability to maintain leverage of less
than 4.0x on a sustained basis.

Suburban earns about two-thirds of its revenue from October to
March and its operating performance and the number of gallons it
sells are dependent on the severity of winter weather. Warm weather
leads to lower demand for retail propane, which reduces Suburban's
propane cash flows. Consecutive warm winters could reduce the
amount of excess cash flow the partnership has to pay down the
outstanding borrowings on its revolver. While Suburban's 2020
distribution cut has provided it with more flexibility by
increasing its discretionary cash flow, S&P believes that
consecutive years with record warm winters could slow its repayment
of the outstanding borrowings under its credit facility.

Over the past 10 years, the partnership's propane margins have
averaged $1.48 per gallon, which is higher than those of many of
its propane peers. For the first half of fiscal year 2021, Suburban
continued to report strong propane unit margins of $1.64 per gallon
and a refined fuels unit margin of about $1.15 per gallon. The
company maintains its stable margins through its hedging program,
its ability to pass through a portion of its cost increases to its
customers, and its effective management of its cost structure
through cost-reduction initiatives. S&P expects the partnership to
maintain stable propane margins and consistent fuel oil and refined
fuel margins.

S&P said, "The stable outlook on Suburban Propane reflects our view
that, depending on weather conditions, it will continue to repay
debt with its excess cash flow and maintain debt to EBITDA in the
low 4.0x range over the next year.

"We could lower our ratings on Suburban Propane if we expect its
leverage to approach 5.0x. This could occur if its margin
deteriorated due to its inability to pass on increasing propane
prices to its customers, lower demand due to warm winter
conditions, or a loss of customers due to their switching to
alternative fuels.

"We could take a positive rating action on Suburban if it maintains
leverage of less than 4.0x on a sustained basis. This could occur
if the partnership reduces its debt using its excess discretionary
cash flow. We could also consider taking a positive rating action
if Suburban significantly increases its size and scale. This would
most likely occur through an acquisition or merger that it funds in
a balanced manner while maintaining leverage of less than 4.0x."



SYNCHRONOSS TECHNOLOGIES: Incurs $22.6M Net Loss in First Quarter
-----------------------------------------------------------------
Synchronoss Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss attributable to the company of $22.56 million on $65.50
million of net revenues for the three months ended March 31, 2021,
compared to a net loss attributable to the company of $12.28
million on $77.12 million of net revenues for the three months
ended March 31, 2020.

As of March 31, 2021, the Company had $465.13 million in total
assets, $126.95 million in total current liabilities, $1.29 million
in deferred tax liabilities, $7.49 million in deferred revenues
(non-current), $42.09 million in leases (non-current), $4.90
million in other non-current liabilities, $12.50 million in
redeemable noncontrolling interest, $247.84 million in series A
convertible participating perpetual preferred stock, and $22.06
million in total stockholders' equity.

Commenting on the results, Jeff Miller, president and CEO of
Synchronoss, said, "During the quarter, we closed several new
meaningful customer contracts, experienced continued growth in our
cloud subscriber base, and delivered on some significant product
milestones.  I am proud of the Synchronoss team's hard work as we
continue to be driven by delivery and execution for our customers,
disciplined cost containment, continued product innovation, and new
customer acquisition.  Our solid start to the year has provided us
with the confidence to raise adjusted EBITDA guidance for 2021."

David Clark, CFO of Synchronoss, added: "We continue to see the
benefits of our cost management efforts, which allowed us to
deliver adjusted EBITDA growth of 215% year over year.  We also
continue to streamline our operations to drive profitability and
free cash flow."

The Company expects its revenue for full year 2021 to be in the
range of $275 million to $285 million and is raising its adjusted
EBITDA guidance for the full year 2021 to be in the range of $32
million to $37 million, representing adjusted EBITDA growth of 15%
to 33% year over year, respectively.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1131554/000113155421000023/sncr-20210331.htm

                  About Synchronoss Technologies

Synchronoss -- http://www.synchronoss.com-- transforms the way
companies create new revenue, reduce costs and delight their
subscribers with cloud, messaging, digital and IoT products,
supporting hundreds of millions of subscribers across the globe.
Synchronoss' secure, scalable and groundbreaking new technologies,
trusted partnerships, and talented people change the way TMT
customers grow their businesses.

Synchronoss reported a net loss attributable to the company of
$48.68 million for the 12 months ended Dec. 31, 2020, a net loss
attributable to the company of $136.73 million for the 12 months
ended Dec. 31, 2019, a net loss attributable to the company of
$243.75 million for the year ended Dec. 31, 2018, and a net loss
attributable to the company of $109.44 million for the year ended
Dec. 31, 2017.


T-MOBILE USA: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 to T-Mobile USA,
Inc.'s proposed senior unsecured notes. T-Mobile intends to use the
net proceeds from the sale of these new senior unsecured notes, to
be issued in three tranches, to redeem all or a portion of the
company's 6.000% senior notes due 2023 and 6.000% senior notes due
2024. All other ratings including the company's Ba2 corporate
family rating and stable outlook are unchanged.

Assignments:

Issuer: T-Mobile USA, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)

RATINGS RATIONALE

T-Mobile's Ba2 CFR reflects the company's large scale of
operations, extensive asset base and solid industry market position
as the second largest nationwide wireless operator on a wireless
subscriber basis. The company's financial policy, which focuses on
network infrastructure investments to support market share growth
and incorporates a balanced and prudent approach to funding
operating cash flow deficits, remains an important driver of the
credit profile going forward. Moody's views network investments,
including spectrum investments, as supportive of the business
profile. T-Mobile's debt-financed $10.5 billion all-in cost for 40
MHz of mid-band spectrum (including satellite operator clearing and
incentive payments due in stages through 2024) won in the FCC's
recently completed C-band auction is manageable within the current
credit profile. While the amount the company invested in C-band
spectrum trailed its nationwide wireless peers, T-Mobile will
continue to operate with a significant capacity lead in the sub 6
GHz spectrum category for the next few years, and a smaller but
still meaningful lead when Verizon Communications Inc. (Baa1
stable) is expected to receive the majority of its C-band licenses
acquired in the auction at year-end 2023.

Achievement of synergies associated with the multi-year integration
of the wireless network of Sprint Corporation (Sprint) into the
legacy T-Mobile wireless network is progressing ahead of schedule
and will now result in higher run rate cost efficiencies than
estimated at the time of the company's merger with Sprint in April
2020. The migration of most of Sprint's customers to T-Mobile's
network is also tracking ahead of schedule. This integration
progress remains a key driver of improving cash flow. Since the
merger T-Mobile has continued to capture market share due to its
focus on customer service, simple and innovative products,
competitive price plans and enhancements to customer value.

Moody's expects that T-Mobile's debt leverage (Moody's adjusted)
will now peak in 2021, with the potential for a steady decline to
closer to 4x by no later than year-end 2023 achievable under the
company's current strategic operating path. Moody's expects
T-Mobile's organic growth and progress on cost synergies will
enable it to generate steady and increasing positive free cash flow
within the next two years, which will likely be targeted to fund
share buybacks. Moody's believes that the combination of T-Mobile
and Sprint substantially improves the combined company's cost
structure enabling it to remain competitive and to adequately
invest in the combined network, including in future fiber and
spectrum-based capacity enhancements to deliver evolving 5G
technology applications while competing at discounted price points
relative to its nationwide wireless peers. Increased operating
scale now enables the company to better pursue opportunities in
under-indexed markets, including in more rural markets and in the
enterprise end market. In addition, T-Mobile could benefit from its
affiliation with its controlling shareholder Deutsche Telekom AG
(DT, Baa1 negative), although Moody's does not impute any credit
support to the rating from DT.

Moody's expects T-Mobile to maintain committed liquidity sufficient
to address 12-18 months of total cash needs, including debt
maturities. The company's ongoing and extensive refinancing actions
post its merger with Sprint demonstrate solid access to multiple
segments of the debt capital markets. Moody's believes T-Mobile's
strategic business plan is adequately funded for aggregated costs
to achieve synergies and effect full integration of networks and
operations. T-Mobile's liquidity is very good as reflected in the
SGL-1 speculative grade liquidity rating and is supported by a
currently undrawn $5.5 billion revolving credit facility and about
$6.7 billion of cash as of March 31, 2021.

These strengths could be offset by a meaningful increase in
business risk and a near term deterioration in operating cash flow
as the costs to achieve synergies are incurred well ahead of the
benefits. Moody's believes that the process of integrating
T-Mobile's and Sprint's networks will remain the primary risk
factor over the next 12-15 months that could negate the potential
benefits of the business combination. If T-Mobile's network
integration results in a deterioration in service quality as
T-Mobile migrates Sprint customers to its network, churn would
increase and the company would suffer damage to its newly defined
brand and reputation operating as a combined company. The combined
effects of increased churn and lower share of gross adds could
pressure T-Mobile's revenue and cash flow. If sustained, a negative
subscriber trajectory would undermine the confidence of investors
and present future liquidity difficulties.

The instrument ratings reflect the probability of default of
T-Mobile, as reflected in the Ba2-PD probability of default rating,
an average expected family recovery rate of 50% at default, and the
loss given default (LGD) assessment of the debt instruments in the
capital structure based on a priority of claims. The company's
senior secured debt is rated Baa3 (LGD2) and has structural
seniority provided by guarantees on a secured basis by all
wholly-owned domestic restricted subsidiaries of T-Mobile and
Sprint (subject to customary exceptions including for Sprint
Spectrum special purpose vehicles), but the guarantees by Sprint,
Sprint Communications, Inc. (SCI) and Sprint Capital Corporation
(SCC) are unsecured due to secured debt restrictions in the Sprint
senior note documents. The Baa3 senior secured rating reflects
Moody's expectation that the mix of funded senior secured debt as a
percentage of T-Mobile's total of funded senior secured debt plus
funded senior unsecured debt will not exceed the mid-50% area for
any extended period of time.

T-Mobile's senior unsecured debt issued by T-Mobile entities is
rated Ba3 (LGD4), reflecting its junior position in the capital
structure and the proportion of senior secured debt in the capital
structure. Senior unsecured debt issued by Sprint entities is rated
B1 (LGD6). Senior unsecured debt issued by T-Mobile is guaranteed
on an unsecured basis by all wholly-owned domestic restricted
subsidiaries of T-Mobile and Sprint (subject to customary
exceptions), but Sprint Spectrum special purpose vehicles (SPV) are
designated as restricted non-guarantors. T-Mobile US, Inc.
(T-Mobile US), parent of T-Mobile, T-Mobile and T-Mobile's
wholly-owned domestic restricted subsidiaries (subject to customary
exceptions) guarantee Sprint spectrum lease payments, out of which
up to $3.5 billion is secured on a pari passu basis by the assets
of the same entities whose assets are pledged to secure the senior
secured debt held at T-Mobile. The senior unsecured notes at Sprint
and Sprint's wholly-owned subsidiaries, SCI and SCC, receive
downstream unsecured guarantees from T-Mobile US and T-Mobile. As
Sprint is a subsidiary of T-Mobile, the lower rating of the senior
unsecured notes issued by Sprint and its subsidiaries reflects the
fact that these senior unsecured notes have guarantees from
T-Mobile US and T-Mobile but not from their operating subsidiaries.
As a result, Moody's ranks these obligations below the senior
unsecured debt of T-Mobile in Moody's priority of claims
waterfall.

Moody's includes the entire amount of spectrum-backed notes issued
by SPV in a waterfall analysis and ranks the spectrum-backed notes
at the same level as T-Mobile's senior secured debt. Though these
spectrum-backed notes are bankruptcy remote from T-Mobile, this
treatment accounts for the diminished asset pool available to the
senior secured debt holders due to the prior claim on spectrum
assets.

The stable outlook reflects T-Mobile's market share gains and
meaningful margin expansion opportunities, which will benefit cash
flow.

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

T-Mobile's rating could be upgraded if leverage is on track to fall
below 4.0x and free cash flow were to improve to the high
single-digits percentage of total debt (all on a Moody's adjusted
basis).

Downward rating pressure could develop if T-Mobile's leverage is
sustained above 4.5x or if free cash flow or liquidity
deteriorates. This could occur if: (1) EBITDA margins come under
sustained pressure, (2) future debt-funded spectrum purchases
significantly exceed Moody's expectations, (3) the company
prioritizes aggressive share repurchases over network investments,
or (4) the company's operating environment sustainably deteriorates
due to competitive or other factors. In addition, an increase in
the proportion of senior secured debt in the capital structure
could pressure the senior secured rating downward.

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

With headquarters in Bellevue, Washington, T-Mobile USA, Inc.
(T-Mobile) provides mobile communications services under the
T-Mobile and Metro by T-Mobile brands in the US, Puerto Rico and
the US Virgin Islands. Following the merger of its parent, T-Mobile
US, Inc., with Sprint Corporation on April 1, 2020, T-Mobile now
operates with 103.4 million subscribers as of March 31, 2021. DT
owns an approximate 42.2% stake in T-Mobile's parent, T-Mobile US,
Inc. (T-Mobile US), but consolidates the T-Mobile parent and
subsidiaries by virtue of its voting control over approximately
52.1% of T-Mobile US.


TENNECO INC: S&P Upgrades ICR to 'B+' on Improving Performance
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on auto part
supplier Tenneco Inc. to 'B+' from 'B'. At the same time, S&P
raised its rating on Tenneco's secured debt to 'B+' from 'B' and
our rating on its senior unsecured notes to 'B' from 'B-'.

S&P said, "The stable outlook on Tenneco reflects our view that the
company will maintain its improved margins and generate free
operating cash flow (FOCF) to debt of about 5% over the next year.
It also reflects our expectation that the company will maintain
adequate liquidity in spite of the pressures from higher raw
material costs and semiconductor shortages in the auto sector.

"We believe the recovery in automotive volumes compared to 2020 and
Tenneco's ongoing cost-reduction efforts will allow the company to
maintain its improved margins and free cash flow generation.
Tenneco outperformed our expectations since the middle of 2020 in
terms of both profitability and free cash flow. We now expect that
Tenneco's leverage will remain well below 5x in 2021, and that it
can maintain FOCF to debt at about 5% this year. The company
continues to show year-over-year improvement in its operating
results, particularly in its Motorparts aftermarket business, where
the results improved primarily from cost savings due to
restructuring.

"Under its Accelerate+ program, the company cut costs in
manufacturing, distribution, and selling, general, and
administrative expenses. We believe Tenneco is on track to achieve
run-rate savings of $265 million by the end of 2021. The company
continues to focus on working capital improvements, which is
improving free cash flow.

"Still, we continue to remain cautious on the auto sector given
issues with semiconductor shortages, rising raw material costs, and
significantly higher shipping costs. We expect Tenneco will be able
to navigate these risks but it could lead to some volatility in its
operations throughout 2021, particularly in the second quarter when
many automotive original equipment manufacturers will be limited in
their ability to produce vehicles.

"We expect Tenneco will use its free cash flows to reduce its debt
over the next couple years, then return its focus to transformative
acquisitions. The company has indicated a goal of reducing its net
leverage a couple turns from current levels. At that point, we
believe the company could reconsider a spinoff of its Aftermarket
and Performance Solutions (DRiV) business units. We also think the
company would then start to refocus cash to acquire businesses that
will better position Tenneco for electric vehicles. In our view,
the company is still behind many of its peers on this initiative.
Additionally, we expect the company to invest in its aftermarket,
commercial truck, off highway, and industrial businesses, areas
they have indicated a desire to grow.

"The stable outlook on Tenneco reflects our view that the company
will maintain its improved margins and generate FOCF to debt of
about 5% over the next year. It also reflects our expectation that
the company will maintain adequate liquidity in spite of the
pressures from higher raw materials and semiconductor shortages in
the auto sector.

"We could raise our rating on Tenneco if the company continues to
generate free cash flow and use that cash to reduce debt.
Specifically, we would expect the company's debt to EBITDA to stay
well below 5x and its free cash flow-to- debt ratio to remain
comfortably above 5% on a sustained basis.

"We could lower our rating on Tenneco if the company's profits were
to fall due to operational issues or further volatility in global
auto production, thereby causing the company's FOCF to debt to fall
close to zero or if debt to EBITDA exceeded 5x on a sustained
basis."



TERRY J. LEMONS: Selling Substantially All Assets for $595K Cash
----------------------------------------------------------------
Terry J. Lemons DDS, PC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to authorize the sale of substantially
all assets to Redwood MSO, LLC and Redwood Dental of Georgia, P.C.,
doing business as Redwood Dental Group, for (a) $595,000 cash, plus
(b) payments for certain "Retained Liabilities," including payments
due within 90 days of the closing of the sale.

A hearing on the Motion is set for May 27, 2021, at 10:30 a.m.

Since 1996, the Debtor has operated a dental practice located in
Forsyth County, Georgia.  For over 20 years, the Practice was quite
successful.  However, over the last few years, a confluence of
several factors has rendered the Debtor unable to service all of
its debt payments as they come due.   

In 2014, the Debtor undertook an expansion of the Practice,
purchasing another dental practice and taking on additional debt in
the process. Unfortunately, the Debtor has been unable to find and
retain quality associate dentists to service the new patients,
having gone through several over the last few years.  In addition,
in recent years, the vast majority of dentists have become part of
one or more preferred provider organizations ("PPOs"). In 2017, the
additional dentist that the Debtor had brought in decided that she
did not want to accept PPO patients.  Shortly thereafter, the
Debtor saw its patient numbers and revenues plummet due to a mass
exodus of PPO patients.

Over the course of just a few years, revenue dropped in half, from
about $1.4 million in 2017 to $614,000, including government
assistance related to Covid-19, in 2020.  The Debtor has parted
ways with that dentist and has since begun accepting certain PPO
patients again.

Meanwhile, as its revenues plunged, the Debtor continued to be
obligated to service some expensive debt with very high effective
interest rates.  Due to the Debtor's inability to service its debt
under the contractual terms, it was forced to file for relief under
chapter 11 of the Bankruptcy Code on March 17, 2020, Case No.
20-20517 ("First Bankruptcy Case").  

Approximately a month into the First Bankruptcy Case, Congress
enacted the CARES Act, which among other things, established that
qualified businesses would be eligible for a forgivable Paycheck
Protection Program loan ("PPP Loan").  However, PPP Loans were not
available to borrowers in bankruptcy.  Accordingly, the Debtor
filed an Emergency Motion to Dismiss the First Bankruptcy Case on
April 7, 2020.  The court entered an Order Granting the Motion to
Dismiss on April 10, 2020.

After dismissal of the First Bankruptcy Case, the Debtor received a
PPP Loan, which helped with its immediate cash flow issues, but
this proved to be a temporary fix, and less than a year later, the
Debtor found itself again experiencing issues with its ability to
service its debt obligations.  Meanwhile, the Debtor's principal
continued exploring potential options for addressing its financial
issues.  To that end, the Debtor engaged a broker to explore a
potential sale of the Practice.  Ultimately, the Debtor and its
broker did identify a potential buyer, who is interested in the
Practice but has concerns about various debt obligations of the
Debtor.  

After discussions with its advisors, the Debtor determined in its
business judgment that a filing of the chapter 11 bankruptcy case
would best enable the Debtor to accomplish the dual goals of
completing a sale and maximizing value for creditors, while at the
same time giving the buyer some comfort that any issues with the
Debtor's creditors would be addressed through the bankruptcy
process.  

The Debtor believes that a sale of substantially all of its assets
to a buyer will enable the Practice to continue operations, save
jobs, preserve relationships, and offer a better return for
creditors than would result from a shutdown and liquidation.  

After negotiation between representatives of the Debtor and the MSO
Buyer and the PC Buyer the Debtor and the Buyers entered into an
Asset Purchase Agreement.  In exchange for the Purchased Assets,
the Buyers have agreed to provide (a) $595,000 cash, plus (b)
payments for certain "Retained Liabilities," including payments due
within 90 days of the closing of the sale for (i) amounts payable
to maintain any credit and debit card merchant processing services;
(ii) monthly payments under the lease related to the Debtor's
current location (which lease will not be assumed nor assigned to
the Buyers); and (iii) obligations for pre-paid services and for
refunds requested by third-party payors or patients who are
necessary for the continual operation of the practice.  To the
extent necessary, the Debtor requests permission to abandon any
assets that it deems burdensome to its estate, in its sole
discretion.  

Other than the Retained Liabilities, the Buyers have not agreed to
pay and will not be required to assume and take assignment of any
executory contract or lease and will not have any liability or
obligation, direct or indirect, absolute or contingent, for the
liabilities of the Debtor or any other person or entity, including,
but not limited to, any obligation to pay income, payroll, sales,
or other taxes, or any or other claim in connection with the
Debtor’s business relating to any period prior to the date of
Closing.  All liabilities and obligations with respect to the
Purchased Assets will be retained by the Debtor and will remain
liabilities and obligations of the estate.

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

The Asset Purchase Agreement contains a liquidated damages
provision in Section 8.15 thereof, which provides that if the Sale
does not close due to circumstances beyond the control of the
Buyers, the Buyers will be entitled to liquidated damages in the
amount of $30,000.

Finally, the Debtor requests that the Court's order approving the
motion be effective immediately by providing that the 14-day stays
applicable under Rule 6004(h) of the Bankruptcy Rules be waived.  


A copy of the Agreement is available at
https://tinyurl.com/63nw5b6a from PacerMonitor.com free of charge.

                     About Terry J. Lemons DDS

Terry J. Lemons DDS, PC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20344) on March 29,
2021, listing under $1 million in both assets and liabilities.
Judge James R. Sacca oversees the case. Rountree Leitman & Klein,
LLC serves as the Debtor's legal counsel.



TEXAS CAPITAL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on April 26, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Texas Capital Bancshares, Inc.

Headquartered in Dallas, Texas, Texas Capital Bancshares, Inc. is
the holding company for Texas Capital Bank, NA.



TEXAS LEADERSHIP: S&P Raises Bond Rating to 'BB,' Outlook Stable
----------------------------------------------------------------
S&P Global Ratings raised its rating to 'BB' from 'BB-' on Texas
Leadership Charter Academy's (TLCA) series 2013Q tax-exempt direct
pay qualified school construction bonds, series 2013A tax-exempt
education revenue bonds, and series 2013B taxable education revenue
bonds. The outlook is stable.

"The rating action reflects our view of TLCA's improved financial
profile evident in operating performance with five consecutive
years of surpluses translating to improved maximum annual debt
service coverage and consistent growth of unrestricted reserves,"
said S&P Global Ratings credit analyst David Holmes.

S&P said, "The stable outlook reflects our expectation that over
the outlook period Texas Leadership Charter Academy will continue
to demonstrate positive operations, keeping its pro forma
lease-adjusted maximum annual debt service and debt service
coverage in line with those of peers, while maintaining its
liquidity position through expected expansion projects.

"We view the risks posed by COVID-19 to public health and safety as
an elevated social risk for all charter schools under our ESG
factors given the potential impact on state funding, on which
charter schools depend to support operations. For TLCA, despite the
pandemic, per pupil funding and enrollment have been stable, which
in our view, mitigate some near-term risk, although we expect to
monitor the impact on state budgets over the longer term. Because
of overlap of the management and board given the board's relatively
small size, we view the structure of the school's board as an
elevated governance risk. We believe the environmental risks are in
line with the sector."



TIGER ACQUISITION: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Tiger
Acquisition, LLC (dba "Sabre Industries"), including a Corporate
Family Rating of B2 and Probability of Default Rating of B2-PD.
Concurrently, Moody's assigned a B1 rating to the company's $125
million first lien senior secured revolving credit facility and
$875 million first lien senior secured term loan. The rating
outlook is stable.

Proceeds from the proposed debt facilities, in addition to a $345
million second lien term loan (unrated) and an equity contribution,
will fund the acquisition of Sabre by private equity fund,
Blackstone. Existing ratings of Sabre Industries, Inc. will be
withdrawn once existing debt is repaid.

The following rating actions were taken:

Assignments:

Issuer: Tiger Acquisition, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

Outlook Actions:

Issuer: Tiger Acquisition, LLC

Outlook, Assigned Stable

The existing ratings under Sabre Industries, Inc. remain unchanged
and will be withdrawn at close of the transaction.

RATINGS RATIONALE

Sabre Industries' B2 CFR reflects its very high leverage (well
exceeding 7.0x pro forma debt/EBITDA) and moderate revenue scale.
At the same time, the B2 CFR incorporates Sabre's vulnerability to
capex and infrastructure spending cycles in the telecom business
(about one-third of revenue), which can be volatile. Further,
Sabre's work is contract based, so the company must consistently
replace maturing contracts with new ones in order to avoid
meaningful swings in operating performance. Moody's notes that the
contracts are multi-year and that the company has a strong track
record of contract renewal. The company is also geographically
concentrated in the US.

These risks are balanced against Sabre's leading market positions
and high revenue visibility. The company is a leader in providing
engineered structures to the telecom and utilities industries and
has long-term strategic relationships with key customers. Moody's
also recognizes the company's renewables/battery storage
capabilities, demand for which is driving growth and an improved
margin profile that will continue to translate into solid cash
generation. Favorable dynamics underlying the company's utility and
telecom businesses will drive growth over the next 12-18 months,
independent of the shape of the recovery post-pandemic. These
dynamics include strong spending by utilities customers to support
"grid hardening", or the upgrading and strengthening of their
infrastructure, particularly in light of increasing incidence of
extreme weather events. Telecommunications customers also continue
to invest in their infrastructure to enhance their networks
reliability and connectivity.

From a corporate governance perspective, Moody's notes that the
proposed leveraged buyout results in very high financial leverage
at close of the transaction. However, Moody's expects the company
will actively use excess free cash flow to reduce debt and that
further de- leveraging will occur through EBITDA growth.
Nonetheless, event risk persists with respect to Sabre's private
equity ownership over the longer-term and leverage will remain over
5.0x times over the next two years given the sizable amount of debt
being incurred by the company as part of the LBO.

The stable outlook is based on Moody's expectation that the company
will generate healthy free cash flow, supported by its record
backlog, that will be used to reduce debt over the next two years.

Sabre's very good liquidity is supported by Moody's expectation
that the company will generate healthy annual free cash flow. The
company also has an undrawn $125 million revolving credit facility
and no near-term debt maturities. In addition, Moody's expects good
covenant headroom under the springing covenant, which applies only
to the revolving credit facility. The company's term loan does not
have financial maintenance covenants.

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

Continued healthy organic revenue and earnings growth accompanied
by meaningful debt reduction such that debt/EBITDA improves to the
5.0 times level could support an upgrade.

If debt/EBITDA does not trend toward 6.0 times with the next two
years, or if free cash flow turns negative, Moody's could downgrade
the ratings. A more aggressive financial policy, including any
actions that would further increase financial leverage such as a
sizable debt-financed dividend, would also exert downward ratings
pressure.

Following are some of the preliminary credit agreement terms, which
remain subject to market acceptance.

The proposed first lien credit facilities are expected to provide
covenant flexibility that could adversely affect creditors. Notable
terms include the following: Incremental capacity in the sum of:
(A) the greater of (1) $175 million and (2) an amount equal to
1.00x Consolidated EBITDA and (B) an unlimited amount not exceeding
5.25x Consolidated First Lien Net Leverage Ratio (for pari passu
debt). Amounts up to the greater of $175 million and an amount
equal to 1.00x Consolidated EBITDA may be incurred with an earlier
maturity date.

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

Headquartered in Alvarado, Texas, Sabre Industries, Inc.
manufactures towers, poles, equipment enclosures and related
transmission structures used in the wireless communications and
electric transmission and distribution industries. The company will
be acquired by Blackstone in a leveraged transaction.

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


TRAVEL + LEISURE: Egan-Jones Cuts LC Senior Unsecured Rating to B-
------------------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, downgraded the local
currency senior unsecured rating on debt issued by Travel + Leisure
Co. to B- from BB-. EJR also downgraded the rating on LC commercial
paper issued by the Company to B from A3.

Headquartered in Orlando, Florida, Travel + Leisure Co. operates as
a hospitality company.



TRINITY INDUSTRIES: Egan-Jones Keeps B+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on April 30, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Trinity Industries, Inc.

Headquartered in Dallas, Texas, Trinity Industries, Inc.
manufactures transportation, construction, and industrial
products.



UNDER ARMOUR: S&P Alters Outlook to Stable, Affirms 'BB' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S. apparel company
Under Armour Inc. to stable from negative and affirmed all its
ratings, including its 'BB' issuer credit rating.

The stable outlook reflects S&P's expectation that Under Armour
will make substantial progress in its financial metrics over the
next 12 months as it rebounds from the pandemic.

S&P said, "The outlook revision reflects our expectation that Under
Armour will improve credit metrics in 2021 on increased demand in
both the North America and international markets, supported by
health and wellness trends continuing and consumer mobility
improving. Demand is increasing for Under Armour and other apparel
peers as economies open amid vaccine rollouts, although it varies
by region. We forecast a higher demand recovery in 2021 for Under
Armour, with revenue increasing in the high-teens percentage area.
Combined with lower restructuring costs and realization of cost
savings, that should result in net leverage below 2x in 2021,
improving further in 2022. However, the company is holding onto
excess liquidity with $1.3 billion cash on the balance sheet, which
improves its metrics. We expect it to utilize cash for investments
in the business and potentially tuck-in innovation and/or expertise
based acquisitions as volatility from the pandemic subsides. Under
Armour ended fiscal 2020 with 2.7x net leverage, as EBITDA in the
back half offset losses in the first half.

"We expect Under Armour's North America segment to expand in the
high-teens percentages in 2021, with growth thereafter still
uncertain. The company posted first-quarter revenue growth of 35%
driven by 120% growth in Asia-Pacific; 41% in Europe, the Middle
East, and Africa; and 32% in North America. This is the first
quarter of meaningful growth since the third quarter of 2019 (the
third quarter of 2020 generated flat revenues year over year). New
products at higher prices and fewer products sold through discount
channels were key drivers to the company's revenue performance. It
is hard to assess sustainable revenue growth levels for the North
American segment because there has been an increased degree of
consumer spending due to pent up demand, continued demand for
athletic apparel over business attire and the government stimulus.
However we note that the composition of the company's business
continues to evolve, including significantly reduced sales to the
off-price channel, less promotional and discount activities, it has
revamped its brand marketing strategy, and has had success with its
recent product launches. In addition, we believe inflationary
pressures on household products, food, and gasoline could absorb a
higher proportion of peoples' incomes and decrease spending on more
discretionary purchases such as apparel and footwear. However, we
believe trends toward casualization and consumer focus on health
and wellness will support demand for Under Armour.

"We believe the company has refocused and is utilizing highly
targeted digital advertising to attract its target performance
athlete demographic. Maintaining market share will depend on how
well Under Armour's merchandising and pricing strategies resonate
with customers, as well as its ability to form successful
endorsement relationships with high-profile athletes such as Tom
Brady and Stephen Curry. Management believes it remedied prior
issues with products, prices, and inventory management that caused
previous declines in its largest North American segment. Under
Armour's brand equity had lost momentum in North America as it
refocused its strategy on athletic performance. This reduced market
share and revenue. The company generates about 35% of its revenue
outside of the U.S., providing some diversification to offset its
declining North American segment over the last several years.
According to the company, the brand's reputation was not harmed by
challenges in North America and continues to be viewed as a premium
sportswear brand internationally. We believe international growth
and diversification will continue to be a major focus.

"We forecast significant profitability improvement in 2021. Under
Armour embarked on various large restructuring initiatives in the
past few years to reduce the cost structure, resulting in high
volatility in profitability year over year. For example, the
company's EBITDA margins declined from the mid-teens percentages to
the high-single-digit area from 2016-2018. Its $600 million 2020
restructuring program, combined with lower fixed-cost absorption on
lower volumes because of the COVID-19 pandemic, further depressed
adjusted EBITDA margin to the mid-single-digit percentages in 2020.
We forecast margins to improve to the high-single-digit percentages
in 2021 as those costs do not repeat and the company laps last
year's pandemic-related store closures. Sustaining this expected
improvement remains a key rating factor.

"We expect the company's financial policy to remain conservative
amid strong liquidity. We understand that Under Armour's management
is targeting leverage in line with that of investment-grade peers.
The company issued $500 million of convertible notes in 2020 that
improved its liquidity position as proceeds were used to repay its
revolver balance. The notes can be called in December 2022, and we
believe the company could seek to buy back some of or all of its
debt before then to restore its pre-pandemic debt burden. Under
Armour's $1.3 billion cash balance is more than enough to cover a
profitability shortfall if recovery is slower than we forecast. We
do not expect the company to utilize its cash balance over the
short term for shareholder-friendly activities such as share
repurchases or acquisitions. We believe the company, like its
apparel and footwear peers, is keeping extra liquidity cushion on
the balance sheet until there is less uncertainty around store
closures and a return to normalcy.

"We expect free operating cash flow generation (FOCF) above $100
million in 2021, including lower working capital investment, will
bolster the company's liquidity. Under Armour reported $120 million
of FOCF in 2020, down from about $360 million in 2019. It decreased
capital expenditures (capex) $50 million. We expect capex to return
to normal near $145 million annually in 2021.

"The stable outlook reflects our expectation that Under Armour will
make substantial progress in its financial metrics over the next 12
months as it rebounds from the coronavirus pandemic. The outlook
incorporates our expectation for high-teens percentage revenue
growth and leverage below 2x."

S&P could raise the ratings if it believes:

-- Sales and profitability improve because of strengthening
customer confidence and successful brand rebuilding, stabilizing
its North American segment.

-- Leverage will be sustained below 3x and the company will manage
to that.

S&P could lower the rating if Under Armour's leverage remains in
the high-3x area on a sustained basis. S&P believes this could
occur if:

-- A more severe and prolonged recession prevents the company from
improving operating results in fiscal 2021.

-- The company does not execute on its business priorities,
including restructuring initiatives and improving cash flow
generation.

-- A shift toward more aggressive financial policies whereby the
company utilizes cash and additional debt to fund acquisitions and
dividends or repurchase stock.



UNITED STATES CELLULAR: S&P Rates New Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to United States Cellular Corp.'s proposed senior
unsecured notes (amount and maturity to be determined). The '3'
recovery rating indicates its expectation for meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.
U.S. Cellular is 82%-owned subsidiary of Chicago-based diversified
telecommunications provider Telephone and Data Systems Inc. (TDS).


S&P said, "We expect the company to use net proceeds from the notes
to redeem its 7.25% senior notes due 2064 and for general corporate
purposes, which may include the repayment of other indebtedness,
the purchase of additional spectrum, and the funding of capital
expenditures associated with its 5G network buildout.

"We expect TDS' adjusted debt to EBITDA will increase to the low-3x
area in 2021 (from 2.5x in 2020) and remain in this area for the
next couple of years due to higher levels of capital spending and
the potential acquisition of spectrum licenses in future auctions.
That said, the 'BB' issuer credit rating and stable outlook on the
company remain unchanged because we expect its leverage to remain
comfortably below our 4x downgrade threshold on a consolidated
basis given our view of potential support in both directions."

Despite losing 6,000 postpaid subscribers during the first quarter
of 2021, U.S. Cellular's overall postpaid customer base grew 1%
from the year-ago period, contributing to modest 1% increase in
service revenue. Equipment revenue also grew 26% from the
prior-year period as consumers migrated to 5G handsets and stores
opened.

S&P said, "For 2021, we expect U.S. Cellular's postpaid subscribers
to decline 1%-3% due to higher churn as the pandemic-related
restrictions subside. Further, we believe the national carriers
will try to differentiate their 5G networks with aggressive
promotions. That said, we expect service revenue to increase around
1%-2% due to growth in inbound roaming as travel restrictions ease,
coupled with modestly higher postpaid ARPU as the company upsells
customers to higher-tiered rate data plans." However, U.S.
Cellular's EBITDA should decline around 1%-3% in 2021 because of
higher equipment revenue, which is margin dilutive, more aggressive
promotions, and higher outbound roaming as travel increases.


UNITI GROUP: Incurs Second Quarter Net Loss of $4.5 Million
-----------------------------------------------------------
Uniti Group Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $4.50
million on $272.59 million of total revenues for the three months
ended March 31, 2021, compared to a net loss of $80.27 million on
$266.16 million of total revenues for the three months ended March
31, 2020.

As of March 31, 2021, the Company had $4.78 billion in total
assets, $6.93 billion in total liabilities, and a total
shareholders' deficit of $2.15 billion.

As of March 31, 2021, the Company had cash and cash equivalents of
$122.5 million and approximately $400.0 million of borrowing
availability under its Revolving Credit Facility.  Subsequent to
March 31, 2021, other than the redemption of the remaining 2023
Notes and $14.9 million of Growth Capital Improvements, there have
been no material outlays of funds outside of its scheduled interest
and dividend payments.  Availability under the Company's Revolving
Credit Facility is subject to various conditions, including a
maximum secured leverage ratio of 5.0:1.  In addition, if the
Company incurs debt under its Revolving Credit Facility or
otherwise such that its total leverage ratio exceeds 6.5:1, its
Revolving Credit Facility would impose significant restrictions on
its ability to pay dividends.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000156459021026041/unit-10q_20210331.htm

                            About Uniti

Headquartered in Little Rock, Arkansas, Uniti --
http://www.uniti.com-- is an internally managed real estate
investment trust. It is engaged in the acquisition and construction
of mission critical communications infrastructure, and is a
provider of wireless infrastructure solutions for the
communications industry.  As of Dec. 31, 2020, Uniti owns over
123,000 fiber route miles, approximately 6.9 million fiber strand
miles, and other communications real estate throughout the United
States.

Uniti Group reported a net loss of $718.81 million for the year
ended Dec. 31, 2020, compared to net income of $10.91 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$4.73 billion in total assets, $6.80 billion in total liabilities,
and a total shareholders' deficit of $2.07 billion.

                             *   *   *

In March 2020, S&P Global Ratings placed all ratings on U.S.
telecom REIT Uniti Group Inc., including the 'CCC-' issuer credit
rating, on CreditWatch with positive implications.  The CreditWatch
placement follows the company's announcement it reached an
agreement in principle with its largest tenant Windstream Holdings
Inc. to resolve all legal claims it asserted against Uniti in the
context of Windstream's bankruptcy proceedings.


VALERO ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Valero Energy Corporation.

Headquartered in San Antonio, Texas, Valero Energy Corporation is
an independent petroleum refining and marketing company that owns
and operates refineries in the United States, Canada, and Aruba.



VASA TRUST 2021-VASA: DBRS Finalizes B(low) Rating on Class F Certs
-------------------------------------------------------------------
DBRS, Inc. finalized its provisional ratings on the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2021-VASA to be issued by VASA Trust 2021-VASA (Vasa 2021-VASA or
the Trust):

-- Class A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (low) (sf)
-- Class F at B (low) (sf)
-- Class A-Y at AAA (sf)
-- Class A-Z at AAA (sf)
-- Class A-IO at AAA (sf)

All trends are Stable.

The Class A, Class A-Y, Class A-Z, and Class A-IO Certificates (the
CAST Certificates) can be exchanged for other CAST Certificates and
vice versa. Proportions are constant proportions of the original
Certificate Balance or Notional Amount of the CAST Certificates
being exchanged. Following the Closing Date, the Class A
certificates will be exchangeable for the CAST Certificates in the
Exchanged Proportions indicated in the applicable combinations
indicated above (each a Combination) and vice versa (each such
completed exchange, an Exchange). The CAST Certificates required
under the applicable Combination to result in the issuance of the
other CAST Certificates in amounts at least equal to the applicable
minimum denomination for such other Class(es) are referred to as
the Required Exchangeable Proportion, and the proportion so
exchanged, the Exchanged Proportion.

The collateral for VASA 2021-VASA includes certain components of a
$505.6 million first-lien mortgage loan secured by the borrower's
fee and leasehold interest in a 576,921-square-foot (sf) mixed-use
office and retail development in the heart of Mountain View,
California, which is part of Silicon Valley. The loan is structured
with a two-year initial term and three 12-month extension options
that are exercisable subject to certain criteria set forth in the
initial loan agreement. The floating-rate loan is interest only
(IO) through the fully extended loan term. However, commencing
after the fully-extended anticipated repayment date in April 2026,
the loan is scheduled to hyper-amortize until the balance is repaid
in full, subject to a final maturity date of July 31, 2029. During
the hyper-amortization period the interest rate is scheduled to
step up 250 basis points over the initial interest rate (defined as
Libor plus 2.03%), though the portion of the interest accrued in
excess of the Initial Interest Rate during the hyper-amortization
will be deferred and added to the outstanding principal balance of
the mortgage loan.

The collateral was originally delivered to market in 2017 and
comprises 456,760 (79.2% of total net rentable area (NRA)) of Class
A office space, 120,161 sf (20.8% of total NRA) of ground- and
second-floor retail space, and a nine-story parking garage that is
not included in the cumulative NRA. The property is a component of
a larger mixed-use development, which outside of the collateral
includes a 90,000-sf grocery-anchored retail center (commonly
referred to as The Village Shops), a 167-key hotel operated as a
Hyatt Centric, and a 330-unit luxury multifamily property (commonly
referred to as The Village Residences). As of loan closing, the
collateral was 89.8% physically leased to four tenants. The
collateral's office component was originally 100% leased by
LinkedIn but, following Microsoft's acquisition of LinkedIn in
2016, Microsoft assigned the LinkedIn lease to WeWork and provided
a guaranty on the assigned lease that extends through July 2029.
Microsoft is rated investment grade. WeWork has, in turn,
enterprise leased 100.0% of the office space to Facebook, which
took occupancy in the space prior to the ongoing Coronavirus
Disease (COVID-19) pandemic. The collateral's retail component was
51.1% physically leased as of loan closing, anchored by a Showplace
Icon Theatre that went dark because of business closures and
stay-at-home mandates associated with the ongoing coronavirus
pandemic. Showplace Icon Theatre reported strong sales at the
property prior to the pandemic and has evidenced its commitment to
the space through significant capital investment as well as the
recent execution of a lease amendment that extended the tenant's
lease through October 2040.

The borrower sponsor for this transaction is Brookfield Strategic
Real Estate Partners III GP L.P., which is a $15.0 billion global
private real estate find managed by Brookfield Asset Management
Inc. (Brookfield; rated A (low) with a Stable trend by DBRS
Morningstar). Brookfield is an alternative asset manager and one of
the largest owners and managers of office properties with a
portfolio of 301 properties totaling approximately 160.0 million sf
reported as of Q4 2020. Brookfield also owns The Village
Residences, which is within the broader Villages at San Antonio
Center development but does not serve as collateral for this
transaction.

DBRS Morningstar's outlook on the stability of Class A office space
in and around San Francisco and further into Silicon Valley has
historically been positive, given that the region is home to many
of the world's largest and fastest-growing technology companies
including Apple, Alphabet (Google), Tesla, Facebook, and Microsoft.
However, the ongoing coronavirus pandemic continues to pose
challenges and risks to virtually all major commercial real estate
property types and technology companies have been at the forefront
of establishing long-term remote-working policies in response to
business closures and ongoing stay-at-home orders. The Stanford
Institute of Economic Policy Research estimated that as of June
2020 approximately 42% the U.S. labor force had transitioned to
working from home full time while only 26% of the labor force was
reported to be working on business premises. While many workers
will ultimately return to the office, many sources suggest that the
share of working days spent at home may rise structurally compared
with pre-pandemic levels. The uncertainty surrounding such changes
poses a potential threat to office demand in the
technology-dominated San Francisco and Silicon Valley areas, which
could otherwise be balanced by continued growth to the area's
technology sector and historically low vacancy rates. Additionally,
the appraiser noted that tenants are returning to the market and
that continued focus on the distribution of the coronavirus vaccine
should provide increasing confidence for individuals looking to
return to the office, further spurring a return to stabilized
demand levels throughout the collateral's Mountain View submarket.
Facebook intends to allow employees to work remotely through June
2021, though during the ongoing pandemic the firm announced that as
many as 50.0% of its employees could be working remotely within the
next five to 10 years.

Notes: All figures are in U.S. dollars unless otherwise noted.



VBI VACCINES: Incurs $17.6 Million Net Loss in First Quarter
------------------------------------------------------------
VBI Vaccines Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $17.65
million on $301,000 of revenues for the three months ended March
31, 2021, compared to a net loss of $8.36 million on $415,000 of
revenues for the three months ended March 31, 2020.

As of March 31, 2021, the Company had $222.89 million in total
assets, $23.82 million in total current liabilities, $19.06 million
in total non-current liabilities, and $180.01 million in total
stockholders' equity.

Jeff Baxter, VBI's president and CEO commented: "The first quarter
of 2021 marked the beginning of a transformational year for VBI
with notable developments across our lead pipeline programs
targeting hepatitis B (HBV), coronaviruses, including different
variants of COVID-19, and glioblastoma (GBM).  We continue to
support the U.S. and European regulatory bodies in their review of
our 3-antigen HBV vaccine candidate, and we look forward to ongoing
discussions throughout the year.  Additionally, our partnerships
have enabled us to aggressively advance our pipeline candidates,
including the initiation of a first-in-class Phase 2 combination
study assessing a potential functional cure regimen for chronic HBV
infection as well as a suite of coronavirus vaccine candidates.
Most recently, the partnership we entered into with CEPI supports
the development of VBI's enveloped virus-like particle (eVLP)
vaccine candidates against known and emerging variants of COVID-19,
including B.1.351, the variant first identified in South Africa.
With the strength of these partnerships and our financial position,
we believe we are well positioned to meet the numerous regulatory
and clinical milestones expected over the coming months."

VBI ended the first quarter of 2021 with $133.6 million in cash,
cash equivalents, and short-term investments compared with $119.1
million as of Dec. 31, 2020.

Net cash used in operating activities for the three months ended
March 31, 2021 was $6.6 million, compared to $7.6 million for the
same period in 2020.  The decrease is largely a result of the
change in operating working capital, notably the cash received in
advance from the CEPI funding agreement, offset by an increase in
net loss.

Cash used for the purchase of property and equipment was $0.6
million for the three months ended March 31, 2021, compared to $0.1
million for the same period in 2020.  The increase is a result of
routine purchases of property and equipment.

Cost of revenues was $2.4 million in the first quarter of 2021 as
compared to $2.6 million for the same period in 2020.  The decrease
in the cost of revenues was due to the decrease in VBI-2601 R&D
services.

Research and development expenses for the first quarter of 2021
were $6.8 million compared to $3.2 million in the first quarter of
2020. The increase was a result of increased expenses related to
the Company's coronavirus vaccine program, which was offset by a
decrease in the R&D expenses related to the 3-antigen prophylactic
HBV vaccine candidate, the final Phase 3 clinical study of which
(CONSTANT) completed in January 2020, and regulatory costs related
to the BLA submission for the 3-antigen prophylactic HBV vaccine
candidate.

General and administrative expenses were $6.7 million for the first
quarter of 2021, compared to $4.1 million for the same period in
2020.  The increase was a result of the increased
pre-commercialization activities related to the 3-antigen
prophylactic HBV vaccine candidate in preparation for potential
regulatory approvals, in addition to increased insurance and labor
costs.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/764195/000149315221010842/form10-q.htm

                        About VBI Vaccines Inc.

Cambridge, Massachusetts-based VBI Vaccines Inc. --
http://www.vbivaccines.com-- is a biopharmaceutical company driven
by immunology in the pursuit of powerful prevention and treatment
of disease.  Through its innovative approach to virus-like
particles, including a proprietary enveloped VLP platform
technology, VBI develops vaccine candidates that mimic the natural
presentation of viruses, designed to elicit the innate power of the
human immune system.  VBI is committed to targeting and overcoming
significant infectious diseases, including hepatitis B,
coronaviruses, and cytomegalovirus (CMV), as well as aggressive
cancers including glioblastoma (GBM).  VBI is headquartered in
Cambridge, Massachusetts, with research operations in Ottawa,
Canada, and a research and manufacturing site in Rehovot, Israel.

VBI Vaccines reported a net loss of $46.23 million for the year
ended Dec. 31, 2020, compared to a net loss of $54.81 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$209.37 million in total assets, $17.35 million in total current
liabilities, $20.32 million in total non-current liabilities, and
$171.70 million in total stockholders' equity.


VICTOR J. MORENO: LGAG Realty Buying San Antonio Property for $830K
-------------------------------------------------------------------
Victor J. Moreno asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of the real property
located at 2600 S. Flores, in San Antonio, Texas, to LGAG Realty
Partners, LLC.

The sales price is $830,000, plus the following: (a) the Buyer
agrees to lease one multifamily unit to Seller for 6 months for $1
per month for a term of 6 months; (b) the Buyer agrees to lease one
warehouse to the Debtor for $1 per month for a term of 6 months;
the Buyer agrees to give to the Seller a 5% membership stake in the
purchasing entity.

Victor Moreno operates an air conditioning business.  He also owns
the Property.  The South Flores property is operated by Villa De
Flores, LLC which collects rents and maintains the property.  Villa
De Flores, LLC is solely owned by the Debtor.

At the time of filing of the petition, the Debtor's Schedules and
Statement of Affairs identified that the Debtor owns the Property
and more particularly described as "Lots 20 and 21, New City Block
2597, Gardea -1 Subdivision -IDZ, an addition in the City of San
Antonio, Bexar County, Texas, according to the map or pat thereof
recorded in Volume 9710, page 99, Deed and Plat Records, Bexar
County, Texas."

In 2017, the Debtor purchased the S. Flores property as an
investment.  In 2018, he entered into an earnest money contract to
sell the S. Flores Property to LGAG Realty Partners, LLC.  A
dispute arose regarding the contract and the Debtor did not close
on the Property.  Subsequently, LGAG sued the Debtors for specific
performance in the 45th District Court of Bexar County, Texas in
Cause No. 2018-CI-07564 styled LGAG Realty Partners, LLC v. Victor
Jiminez Moreno and Lidia C. Moreno.

After a bench trial, a judgment was rendered against the Debtor for
specific performance and an award of attorney fees of $130,887.45.
The judgment was appealed and ultimately affirmed by the 4th Court
of Appeals.

The Contract was receipted with Alamo Title Co.  LGAG has demanded
that the Debtors close on the Property by May 21, 2021.

In the Commercial Contract, the sales price is $830,000, plus the
following: (a) the Buyer agrees to lease one multifamily unit to
Seller for six-months for $1 per month for a term of 6 months; (b)
the Buyer agrees to lease one warehouse to the Debtor for $1 per
month for a term of 6 months; the Buyer agrees to give to the
Seller a 5% membership stake in the purchasing entity.

The Debtor believes that a sale of the Property is conditioned upon
the Bankruptcy Court's entry of the Approval Order.  The sale is
part of a funding mechanism for the Plan which has already been
confirmed and in accordance with the state court judgment.  The
sale will be made "as is, where is," with no representations or
warranties of any kind, except as set forth in the Contract.

The following entities assert a lien on the property:

      a. Elpidio E. Medelez holds a lien on the property to secure
a debt in the approximate amount of $550,000.

      b. Bexar County has filed proof of claim N0. 5 in the amount
of $28,341.14 and an administrative claim for $24,819.57.

      c. An entity known as Vector Investments, LLC, an entity
owned in part or in whole by the individuals who own LGAG assert to
be an assignee of a beneficial interest the Medelez's deed of
trust.

      d. LGAG has filed a lis pendens on the Property.

There are no Realtors.

Other than payment to Medelez, normal and customary closing cost,
and the taxing authorities, the Debtor requests the balance of the
monies be retained in the title company or other escrow pending
completion of certain litigation/motions pending in the Court and
in the state district court.

A copy of the Contract is available at https://tinyurl.com/kyue7paa
from PacerMonitor.com free of charge.

The Purchaser:

           LGAG REALTY PARTNERS, LLC
           P.O. Box 160786
           San Antonio, TX 78280

Victor J. Moreno sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 19-51139) on May 8, 2019.  The Debtor tapped Dean William
Greer, Esq., as counsel.



VOYAGER AVIATION: S&P Withdraws 'SD' Issuer Rating
--------------------------------------------------
S&P Global Ratings lowered its issuer rating on Voyager Aviation
Holdings LLC to 'SD' (selective default) from 'CC'. S&P also
lowered its issue-level rating on the senior unsecured notes to 'D'
from 'C'.

Subsequently, S&P withdrew all its ratings on Voyager at the
issuer's request.

The downgrade reflects S&P's view that the recently completed
restructuring represents a selective default on the senior
unsecured notes. On May 10, 2021, Voyager announced that it had
completed the restructuring of its $415 million senior unsecured
notes due Aug. 15, 2021. About 98.49% of Voyager's existing
bondholders (amounting to approximately $409 million of the $415
million notes) and all its equity holders approved the
transaction.

According to terms of the restructuring plan announced on Feb. 19,
2021, the senior unsecured notes due Aug. 15, 2021, are being
exchanged for $150 million in 8.5% senior secured notes due in
2026, $200 million in preferred equity, and 100% of Voyager's
common equity.

S&P said, "We view the transaction as a distressed exchange and
tantamount to default because bondholders are receiving less than
originally promised. We lowered our issuer rating on Voyager to
'SD' (selective default) from 'CC' and the issue-level rating on
the company's senior unsecured notes to 'D' from 'C'. We
subsequently withdrew all our ratings on Voyager on issuer
request."

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

-- Health and safety

Voyager Aviation Holdings, LLC is an aircraft lessor specializing
in widebody aircraft. Voyager has a fleet of 18 aircraft on
long-term leases primarily to flag carriers. The company's
portfolio consists primarily of Airbus A330s and Boeing 777-300ER
aircraft, both of which are currently in oversupply because of the
depressed level of international travel. However, all 18 aircraft
are currently on long-term leases.



WASHINGTON PRIME: Creditors Tussle Over Assets as Talks Drag On
---------------------------------------------------------------
Eliza Ronalds-Hannon of Bloomberg News reports that Washington
Prime Group Inc.'s creditors are having difficulty advancing
discussions over a planned Chapter 11 filing as groups tussle over
dividing the mall owner’s assets, according to people familiar
with the talks.

The slow talks have sparked several deadline extensions -- the
latest announced Wednesday, May 12, 2021 -- with sticking points
including creditors' rights to assets that aren't already being
used as collateral for Washington Prime's debt, the people said,
asking not to be named discussing a private matter.  The company on
Monday, May 10, 2021, reported a $55 million loss for the three
months through March 31, 2021.

                  About Washington Prime Group

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

                           *    *    *

As reported by the TCR on Feb. 22, 2021, Fitch Ratings downgraded
the Long-Term Issuer Default Ratings (IDRs) of Washington Prime
Group, Inc. and Washington Prime Group, L.P. (collectively WPG) to
'C' from 'CC'. Fitch expects WPG's operating performance to
deteriorate further in the near term.

As reported by the TCR on Nov. 17, 2020, S&P Global Ratings lowered
its issuer credit rating on Washington Prime Group Inc. (WPG) to
'CC' from 'CCC'. The downgrade reflects the strong likelihood of a
technical default in the near term.

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



WATERBRIDGE OPERATING: S&P Lowers ICR to 'CCC+', Outlook Stable
---------------------------------------------------------------
On May 12, 2021, S&P Global Ratings lowered its issuer credit
ratings on Texas-based water management solutions company
WaterBridge Midstream Operating LLC (Midstream) and its parent
company, WaterBridge Operating LLC, to 'CCC+' from 'B-'.

S&P said, "At the same time, we lowered our issue-level rating on
Midstream's secured term loan B to 'CCC+' from 'B-'. Our recovery
rating on the company's debt is unchanged at '3', which indicates a
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of default. The '1' recovery rating on the $150 million
super-priority revolving credit facility (RCF) is unchanged
resulting in a 'B' rating.

"The stable outlook reflects our expectation that WaterBridge is
dependent on favorable market conditions to meet its financial
obligations over the next two years and maintain adequate liquidity
during this time. That said, we view the capital structure as
unsustainable, with adjusted debt to EBITDA in the high 9x area in
2021.

"The downgrade reflects our expectation that WaterBridge's leverage
metrics will remain elevated during our outlook period.
WaterBridge's financial performance and cash flow generation have
been well below our forecast and lagged our expectations by a
considerable margin. Throughput volume on the company's system has
been much weaker as a result of lower drilling activity by producer
customers, which are prioritizing strengthening their balance
sheets rather than increasing production. WaterBridge generates
85%-90% of its revenue from water-handling services. The company's
contracts are largely fee–based with no direct commodity price
exposure. That said, the contracts are largely structured as
acreage dedications, which are exposed to fluctuating volumes and
the drilling activity of producer customers under various commodity
prices. The company's EBITDA in fiscal 2020 was considerably below
our expectations and consequently, the adjusted debt to EBITDA
ratio as of Dec. 31, 2020, was about 12x compared with our previous
forecast of about 7x. Although we anticipate some increases in
volumes and cash flow, we believe that they will be modest compared
with the company's debt outstanding. We now forecast WaterBridge
will achieve consolidated leverage in the high 9x area, which in
our opinion reflects an unsustainable capital structure given our
volumetric expectations. Our calculation of consolidated adjusted
leverage incorporates the preferred securities issued at its parent
companies, which we treat as 100% debt.

"WaterBridge's capital structure consists of a $150 million undrawn
RCF ($105 million outstanding) due 2024 and $1 billion term loan B
($944 million outstanding as of Dec. 31, 2020) due 2026. We expect
that WaterBridge will continue to meet its financial obligations,
maintain adequate liquidity, and generate sufficient EBITDA to
remain compliant with the minimum 1.1x DSCR financial covenant.

"The stable outlook reflects our expectation that WaterBridge is
dependent on favorable market conditions to meet its financial
obligations over the next two years and maintain adequate liquidity
during this time. That said, we view the capital structure as
unsustainable, with adjusted debt to EBITDA in the high 9x area in
2021 and about 8x in 2022.

"Although unlikely in the next 12 months, we could lower the rating
if we expect the company will restructure its debt via a distressed
exchange or miss an interest or mandatory amortization payment.

"We could consider a positive rating action if we see a trend of
deleveraging toward the 7x area and view the capital structure as
sustainable."



WHITE STALLION ENERGY: RJR Mining Buying Assets for $285K Cash
--------------------------------------------------------------
White Stallion Energy, LLC, and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the sale of
structural steel and certain unused parts, consisting of screens,
filters, pipes, tanks, and related items for use in the
construction of a coal wash/prep plant to RJR Mining Co. Inc. for
$285,000 cash.

A hearing on the Motion is set for May 17, 2021, at 10:00 a.m.
(ET).

The Debtors originally acquired the Assets for use in the
construction of a new wash/prep plant at their Charger Complex in
Petersburg, Indiana.  The Debtors owned the Assets as of the
Petition Date and the majority of the Assets are currently located
at the Charger Complex, with the remainder located at the
manufacturer's facility in Princeton, West Virginia.  Because of
the Debtors' liquidity constraints leading up to and following the
Petition Date, construction of the wash/prep plant was never
completed, is not contemplated to be completed, and the Debtors
have no use for the Assets.

In an effort to maximize the value of their estates, the Debtors
marketed the Assets by contacting five strategic parties, of which
two parties expressed potential interest in the Assets.  Of these
two interested parties, only one, the Buyer, made a binding offer
for the Assets.  The Buyer has agreed to purchase the Assets for
$285,000 in cash to be paid at the closing of the Sale, and the
Buyer will retrieve the Assets at the time of the closing.

The Sale of the Assets to the Buyer, as proposed by the Motion,
will maximize the value of the Debtors' estates by converting the
Assets, which currently provide no benefit to the Debtors' estates
and are not of use to their current business operations, into cash
at a fair price.  Accordingly, the Debtors submit that the Sale
should be approved, free and clear of all Liens, and that any such
Liens should attach to the net proceeds of the Sale to the same
extent and with the same priority as such Liens held against the
Assets immediately prior to the Sale.    

To implement the foregoing successfully, the Debtors ask a waiver
of the notice requirements under Bankruptcy Rule 6004(a) and the
14-day stay of an order authorizing the use, sale, or lease of
property under Bankruptcy Rule 6004(h).

                   About White Stallion Energy

White Stallion Energy, LLC, was founded in February 2010 for the
purpose of developing and operating surface mining complexes in
Indiana and Illinois and subsequently grew through a series of
strategic acquisitions. It operates six high-quality, low-cost
thermal surface mines in Indiana and Illinois with approximately
200 million tons of demonstrated reserves.

On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors
each filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2,
2020.  White Stallion and its affiliates reported between $100
million and $500 million in assets and liabilities.
On Jan. 26, 2021, Eagle River Coal, LLC filed a voluntary Chapter
11 petition.  Eagle River is seeking for its case to be jointly
administered with the Initial Debtors' cases.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young
Conaway Stargatt & Taylor, LLP as local counsel, and FTI
Consulting, Inc., as financial advisor.  Prime Clerk LLC is the
claims agent and administrative advisor.

The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' cases.  The
committee
tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP
as
Delaware counsel, and Province LLC as financial advisor.

Riverstone Credit Management, LLC serves as DIP Agent.  Its
advisors are Bailey & Glasser LLP and Simpson Thacher & Bartlett
LLP.



WW INTERNATIONAL: S&P Alters Outlook to Stable, Affirms 'B+' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on WW International Inc.,
including its 'B+' issuer credit rating, and revised the outlook to
stable from negative.

S&P said, "The stable outlook reflects our expectation that WW's
operational performance will improve from continued robust digital
subscriber growth and better member retention that will offset
ongoing weakness in its workshop business such that it sustains
leverage in the low – to mid -4x area for 2021

"We believe WW's credit metric deterioration because of the
pandemic has troughed and that leverage should decline closer to 4x
by fiscal year-end 2021. The company's new subscribers in its
digital segment increased 16% year over year in the first quarter
ended March 31. Moreover, its subscriber retention rate improved to
over 10 months from over nine months a year ago. As U.S. consumer
sentiment continues to improve with faster than initially
anticipated dissemination of COVID-19 vaccines, first-quarter
profitability exceeded our expectations. WW ended the quarter with
last-12-months leverage of 4.5x compared to our previous
expectation of about 5x. We now expect overall revenue to return to
growth as it laps steep declines due to the pandemic, primarily
driven by an expanded digital subscription base and slower decline
in its studio business. Based on these assumptions, we expect WW to
end 2021 with leverage in the low- to mid-4x area."

WW's faster-expanding digital business now accounts for
approximately 90% of revenue, mitigating a secular decline in the
studio business that accelerated during the pandemic. S&P said, "We
believe the company weathered the pandemic-induced accelerated
studio decline well despite its locations being closed for several
months. Performance is stabilizing after COVID-19 containment
measures stunted profitability and credit metrics in 2020. In
addition, WW's digital business continues to expand. It sustained
double-digit percentage growth during the pandemic to partially
offset studio business declines. WW is a well-known brand in the
highly fragmented and competitive weight-management industry that
has digitalized over the last several years. We believe the company
is well positioned to capture the increasing health and wellness
trends of the industry and will reach a younger consumer base with
its recently launched D360 program. WW's performance data
illustrates that D360 is performing well with its younger consumer
base, about half of which are millennials."

WW remains a very seasonal business. Despite steadily improving
retention rates among subscribers, the company remains
predominately a weight-loss solutions service provider with growth
depending on successful winter season recruiting and marketing
campaigns. Historically, the company introduces a new food-related
innovation every two years and will likely introduce another during
the winter of 2021 (beginning in the fourth quarter) recruitment
season. S&P views this as credit-positive, as the company has had a
successful track record of increasing its subscriber base following
new program launches. With a new recruitment program anticipated,
S&P expects growth will likely accelerate in 2022 to the
high-single-digit percentages after slight growth in 2021.

S&P said, "The stable outlook reflects our expectation that WW's
operational performance will improve from continued robust digital
subscriber growth and better member retention that will offset
ongoing weakness in its workshop business such that it sustains
leverage in the low– to mid-4x area for 2021."

S&P could lower its ratings if the company sustains leverage above
5x. This could occur if:

-- The industry becomes more competitive and WW loses share to
competitors, which could result in a much weaker than expected
recruiting season.

-- It cannot innovate and capture the attention of customers with
its programs, reducing retention rates.

-- A weaker macroeconomic environment and slower recovery
post-COVID-19 reduces consumer demand.

-- A more aggressive financial policy includes debt-funded
acquisitions or shareholder returns.

S&P could raise its ratings if the company sustains leverage below
4x. This could occur if:

-- The company demonstrates a stable membership base with a track
record of executing during its key recruitment seasons, despite
high seasonality.

-- The company maintains a financial policy with a shareholder and
acquisition strategy that sustains leverage below 4x.



[^] BOND PRICING: For the Week from May 10 to 14, 2021
------------------------------------------------------

  Company                  Ticker    Coupon Bid Price   Maturity
  -------                  ------    ------ ---------   --------
Acorda Therapeutics Inc    ACOR        1.75     97.75  6/15/2021
BPZ Resources Inc          BPZR         6.5     3.017   3/1/2049
Basic Energy Services Inc  BASX       10.75    20.139 10/15/2023
Basic Energy Services Inc  BASX       10.75    20.139 10/15/2023
Briggs & Stratton Corp     BGG        6.875       8.5 12/15/2020
Buffalo Thunder
  Development Authority    BUFLO         11        50  12/9/2022
CHS/Community Health
  Systems Inc              CYH        8.125   104.794  6/30/2024
Chinos Holdings Inc        CNOHLD         7     0.332       N/A
Chinos Holdings Inc        CNOHLD         7     0.332       N/A
Coca-Cola Co/The           KO          2.25   105.931   9/1/2026
Coca-Cola Co/The           KO          2.55   107.203   6/1/2026
Dean Foods Co              DF           6.5         2  3/15/2023
Dean Foods Co              DF           6.5     1.733  3/15/2023
Double Eagle III Midco 1
  LLC / Double Eagle
  Finance Corp             DOUBEA      7.75   114.876 12/15/2025
Double Eagle III Midco 1
  LLC / Double Eagle
  Finance Corp             DOUBEA      7.75   114.923 12/15/2025
Energy Conversion Devices  ENER           3     7.875  6/15/2013
Energy Future Competitive
  Holdings Co LLC          TXU      0.95513     0.072  1/30/2037
Exela Intermediate LLC /
  Exela Finance Inc        EXLINT        10    34.915  7/15/2023
Exela Intermediate LLC /
  Exela Finance Inc        EXLINT        10    35.303  7/15/2023
FedEx Corp                 FDX            4   108.842  1/15/2024
FedEx Corp                 FDX          3.3   111.408  3/15/2027
FedEx Corp                 FDX          2.7   104.225  4/15/2023
Federal Home Loan Banks    FHLB        1.25    99.383  4/20/2026
Federal Home Loan
  Mortgage Corp            FHLMC       0.35    99.877 11/18/2022
Fleetwood Enterprises Inc  FLTW          14     3.557 12/15/2011
Ford Motor Credit Co LLC   F           3.55    99.772  5/20/2021
Ford Motor Credit Co LLC   F            2.4    99.698  5/20/2021
Ford Motor Credit Co LLC   F            2.5    99.382  5/20/2021
Ford Motor Credit Co LLC   F            2.4    99.528  5/20/2021
GNC Holdings Inc           GNC          1.5      1.25  8/15/2020
GTT Communications Inc     GTT        7.875    10.524 12/31/2024
GTT Communications Inc     GTT        7.875    12.809 12/31/2024
Goodman Networks Inc       GOODNT         8    39.619  5/11/2022
Goodman Networks Inc       GOODNT         8     20.94  5/31/2022
HLF Financing Sarl LLC /
  Herbalife International  HLF         7.25   104.811  8/15/2026
High Ridge Brands Co       HIRIDG     8.875     1.134  3/15/2025
High Ridge Brands Co       HIRIDG     8.875     1.134  3/15/2025
Hornbeck Offshore
  Services Inc             HOSS           5     0.577   3/1/2021
Liberty Media Corp         LMCA        2.25    48.628  9/30/2046
MAI Holdings Inc           MAIHLD       9.5    15.899   6/1/2023
MAI Holdings Inc           MAIHLD       9.5    15.899   6/1/2023
MAI Holdings Inc           MAIHLD       9.5    15.899   6/1/2023
MBIA Insurance Corp        MBI     11.44375        18  1/15/2033
MF Global Holdings Ltd     MF             9    15.625  6/20/2038
MF Global Holdings Ltd     MF          6.75    15.625   8/8/2016
Mashantucket Western
  Pequot Tribe             MASHTU      7.35    16.267   7/1/2026
Navajo Transitional
  Energy Co LLC            NVJOTE         9        65 10/24/2024
Nine Energy Service Inc    NINE        8.75    41.492  11/1/2023
Nine Energy Service Inc    NINE        8.75    41.567  11/1/2023
Nine Energy Service Inc    NINE        8.75    40.824  11/1/2023
OMX Timber Finance
  Investments II LLC       OMX         5.54     0.883  1/29/2020
Optimas OE Solutions
  Holding LLC / Optimas
  OE Solutions Inc         OPTOES     8.625    91.047   6/1/2021
Optimas OE Solutions
  Holding LLC / Optimas
  OE Solutions Inc         OPTOES     8.625    91.047   6/1/2021
Par Pacific Holdings Inc   PARR           5    100.75  6/15/2021
Renco Metals Inc           RENCO       11.5    24.875   7/1/2003
Revlon Consumer Products   REV         6.25     35.71   8/1/2024
Rolta LLC                  RLTAIN     10.75     1.797  5/16/2018
SEACOR Holdings Inc        CKH          2.5       100 12/15/2027
Sears Holdings Corp        SHLD           8      3.47 12/15/2019
Sears Holdings Corp        SHLD       6.625     2.626 10/15/2018
Sears Holdings Corp        SHLD       6.625     2.626 10/15/2018
Sears Roebuck Acceptance   SHLD         7.5     0.264 10/15/2027
Sears Roebuck Acceptance   SHLD         6.5     0.549  12/1/2028
Sears Roebuck Acceptance   SHLD           7     0.599   6/1/2032
Sears Roebuck Acceptance   SHLD        6.75     0.404  1/15/2028
Sempra Texas Holdings      TXU         5.55      13.5 11/15/2014
TerraVia Holdings Inc      TVIA           5     4.644  10/1/2019
Transworld Systems Inc     TSIACQ       9.5    31.875  8/15/2021
Voyager Aviation
  Holdings LLC / Voyager
  Finance Co               VAHLLC         9     40.52  8/15/2021
Voyager Aviation
  Holdings LLC / Voyager
  Finance Co               VAHLLC         9        54  8/15/2021



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

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

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

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

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

                            *********

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

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

Copyright 2021.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***