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

              Thursday, June 24, 2021, Vol. 25, No. 174

                            Headlines

ABRI HEALTH: Seeks to Hire CliftonLarsonAllen as Accountant
AEROCENTURY CORP: Files Proposed Reorganization Plan
AHP HEALTH: Moody's Hikes CFR to B2 & Rates New Unsec. Notes Caa1
AIWA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
ALCAMI CORP: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable

ALDEVRON LLC: Moody's Puts 'B2' CFR Under Review for Upgrade
ALEXANDRIA HOSPITALITY: Case Summary & 10 Unsecured Creditors
ALLIANCE RESOURCE: Egan-Jones Hikes Senior Unsecured Ratings to B+
ALPHATEC HOLDINGS: Appoints Marie Meynadier as Director
AT HOME GROUP: Moody's Assigns B2 CFR Amid Hellman Transaction

AT HOME GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR
BASIC ENERGY: Signs Fourth Supplemental Indenture With UMB Bank
BEST VIDEO: Wants Until Oct. 14 to Confirm Plan
BIOSTAGE INC: Closes $600K Private Placement
BRAINSTORM INTERNET: Taps Onsager Fletcher Johnson as New Counsel

CALLON PETROLEUM: Moody's Hikes CFR to 'B3', Outlook Stable
CALLON PETROLEUM: S&P Rates New $650MM Sr. Unsecured Notes 'CCC+'
CANO HEALTH: Moody's Raises CFR to B2, Outlook Stable
CANO HEALTH: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
CARLSON TRAVEL: Fitch Lowers Issuer Default Rating to 'C'

CENGAGE LEARNING: S&P Rates New $1.25BB Term Loan B 'B'
COCRYSTAL PHARMA: All Six Proposals Approved at Annual Meeting
CP HOLDINGS: Files for Chapter 11, Tor Asia Named Lead Bidder
CP HOLDINGS: Gets Initial Chapter 11 Loan Okayed by Court
CZHA LLC: Public Auction Set for August 17

DALLAS REAL ESTATE: Voluntary Chapter 11 Case Summary
DAVIDSTEA INC: U.S. Recognition for CCAA Case Entered
DCP MIDSTREAM: Moody's Hikes CFR to Ba1, Outlook Stable
DEALER TIRE: Moody's Affirms B2 CFR Amid Dent Wizard Acquisition
EASTERN POWER: Moody's Lowers Sr. Secured Credit Facility to B1

ELECTRONICS FOR IMAGING: Moody's Alters Outlook on Caa1 CFR to Pos.
ENCORE AUDIO: Seeks to Hire Darby Law Practice as Legal Counsel
ENGINEERED COMPONENTS: Moody's Assigns First-Time 'B3' CFR
EVERI HOLDINGS: Fitch Raises IDR to 'BB-', Outlook Stable
EVERI HOLDINGS: Moody's Assigns B1 CFR & Rates New $400MM Notes B3

EVERI HOLDINGS: S&P Raises ICR to 'B+', Outlook Positive
FH MD PARENT: Moody's Assigns First Time B3 Corp. Family Rating
FREEDOM MORTGAGE: Fitch Gives 'B+(EXP)' on $650MM Unsec. Notes
FREEDOM MORTGAGE: Moody's Rates New $650MM Sr. Unsecured Bond 'B2'
FREEDOM MORTGAGE: S&P Rates New $650MM Senior Unsecured Notes 'B'

GAMESTOP CORP: Raises $1.1 Billion From Common Stock Offering
GATEWAY FOUR: Court Approves Disclosure Statement
GENERAC POWER: S&P Upgrades ICR to 'BB+', Outlook Stable
GLOBAL CARIBBEAN: Taps Behar, Gutt & Glazer as Legal Counsel
GOPHER RESOURCE: Moody's Lowers CFR to Caa1, Outlook Negative

GREEN SIDE: Court Approves Disclosure Statement
GREEN VALLEY: Court Conditionally Approves Disclosure Statement
GROM SOCIAL: Closes $10 Million Public Offering
GRUBHUB HOLDINGS: Moody's Puts B1 CFR Under Review for Downgrade
GRUPO AEROMEXICO: U.S. Court Extends Plan Deadline by 75 Days

GVS PORTFOLIO I C: Case Summary & 30 Largest Unsecured Creditors
HERITAGE CHRISTIAN: Seeks to Hire Charles G. Snyder as Appraiser
HERITAGE POWER: S&P Downgrades Senior Secured Debt Rating to 'B'
HOLY REDEEMER: Fitch Affirms 'BB+' Issuer Default Rating
HOSPITALITY INVESTORS: Court Okays $1.3 Bil. Ch. 11 Restructuring

IMERYS TALC AMERICA: New Chapter 11 Acquisition Plan Lowers Risk
INTERNATIONAL WIRE: S&P Withdraws 'B-' Issuer Credit Rating
JACKSON DURHAM: Files Emergency Bid to Use Cash Collateral
JOANN INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
JOYNER-BYRUM PROPERTIES: All Claims to Be Paid in Full in Sale Plan

KAUMANA DRIVE: Court Grants Preliminary Approval to Plan
KC PANORAMA: Gets OK to Hire Ravosa Law as Legal Counsel
KINDRED HEALTHCARE: Moody's Puts B2 CFR Under Review for Downgrade
L BRANDS: Moody's Puts Ba3 CFR Under Review for Upgrade
L O RANCH: Seeks to Hire Patten Peterman as Legal Counsel

LA TERRAZA: Gets OK to Hire Betsy Peterson as Accountant
LA TERRAZA: Taps Knight Law Group as Legal Counsel
LBM ACQUISITION: Fitch Alters Outlook on 'B' LT IDR to Negative
LBM ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable
LEARFIELD COMMUNICATIONS: Moody's Alters Outlook on CFR to Stable

LEARFIELD COMMUNICATIONS: S&P Affirms 'CCC+' Issuer Credit Rating
LEBSOCK 200: Seeks Cash Collateral Access
LEE COUNTY IDA: Fitch Withdraws 'BB+' Ratings on Prerefunded Bonds
LIFEPOINT HEALTH: Moody's Puts B2 CFR Under Review for Downgrade
LIGADO NETWORKS: Moody's Alters Outlook on Caa2 CFR to Negative

MAD ENGINE: Moody's Assigns First Time B2 Corporate Family Rating
MEDICAL PROPERTIES: Moody's Alters Outlook on Ba1 CFR to Positive
MICROVISION INC: Signs $140M At-the-Market Issuance Sales Agreement
NAHAUL INC: Has DIP Financing from Partners Funding
OCCIDENTAL PETROLEUM: Fitch Affirms 'BB' LT IDR, Outlook Stable

OCEAN POWER: Appoints Philipp Stratmann as President, CEO
ONE SKY: Moody's Raises CFR to B2, Outlook Stable
PARKS DIVERSIFIED: Case Summary & 2 Unsecured Creditors
PHILIPPINE AIRLINES: Eyes Filing Chapter 11 Bankruptcy on June 29
PHIO PHARMACEUTICALS: Stockholders Elect Seven Directors

PILGRIM'S PRIDE: Moody's Affirms Ba3 CFR on Kerry Foods Acquisition
PLATINUM CORRAL: Committee Taps Dundon as Financial Advisor
PLATINUM CORRAL: Committee Taps Waldrep Wall as Local Counsel
PURDUE PHARMA: August 9 Chapter 11 Confirmation Hearing Set
RIVER BEND MARINA: Disclosures and Plan Now Due July 31

SK INVICTUS INTERMEDIATE: Fitch Puts 'B+' IDR on Watch Negative
SMITHFLY DESIGNS: Seeks to Hire Ira H. Thomsen as Legal Counsel
SPECTRUM GLOBAL: Closes Acquisition of HWN Inc.
STONEMOR INC: To Hold Annual Meeting on July 27
STOP & GO: July 29 Plan & Disclosure Hearing Set

SUITABLE TECH: Court Okays Bankruptcy Plan With Creditor Recovery
TECHNIMARK HOLDINGS: Moody's Assigns 'B3' CFR on Oak Hill Deal
TENABLE HOLDINGS: Moody's Assigns First-Time B1 Corp. Family Rating
TOPPS COMPANY: Moody's Ups CFR to B1 & Rates New 1st Lien Loans B1
TUPPERWARE BRANDS: Prepays $58M Term Loan From JP Morgan

UNITED TALENT: Moody's Assigns B2 CFR, Outlook Stable
US NEWCO II: Moody's Gives 'B2' CFR & Rates New $480MM Loan 'B2'
VENUS CONCEPT: Two Proposals Approved at Annual Meeting
VICTORIA'S SECRET: Moody's Assigns First Time 'Ba3' CFR
VICTORIA'S SECRET: S&P Assigns 'BB-' ICR on Proposed Spin-Off

VICTORIA'S SECRET: Starts Loan Sale to Fund Bath & Body Separation
WASHINGTON PRIME: Gets OK to Hire Prime Clerk as Claims Agent
WASHINGTON PRIME: July 8 Final Hearing on DIP Financing
WCG PURCHASER: $200MM Term Loan Add-on No Impact on Moody's B3 CFR
WESCO INT'L: Moody's Upgrades CFR to Ba3, Outlook Positive

YAKIMA VALLEY HOSP: Moody's Alters Outlook on Ba1 Rating to Stable
YESHIVA UNIVERSITY: Moody's Hikes Rating to B2, Outlook Positive
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

ABRI HEALTH: Seeks to Hire CliftonLarsonAllen as Accountant
-----------------------------------------------------------
Abri Health Care Services, LLC and Senior Care Centers, LLC seek
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to hire CliftonLarsonAllen, LLP as their accountant and
tax consultant.

The firm has agreed to prepare the Debtors' federal and state
income tax returns for the tax years ended Dec. 31, 2018, Dec. 31,
2019; tax period Jan. 1 to March 27, 2020; and tax period March 28
to Dec. 31, 2020 in accordance with applicable income tax reporting
laws. In addition, the firm has agreed to provide tax consulting
services.

As disclosed in court filings, CliftonLarsonAllen neither holds nor
represents any interest or connection adverse to the Debtors, the
estates, creditors or any other party in interest.

The firm can be reached through:

     Michael J. Siegel
     CliftonLarsonAllen LLP
     5001 Spring Valley Road 600W
     Dallas, TX 75244-3964
     Tel: 972-383-5700
     Fax: 972-383-5750

                  About Abri Health Care Services

Founded in 2009, Abri Health Care Services, LLC --
https://abrihealthcare.com -- offers skilled nursing services,
short-term rehabilitation, long-term care, and assisted living in
over 22 locations across Texas.

Abri Health Care Services and subsidiary Senior Care Centers, LLC
sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No.
21-30700) on April 16, 2021.  In the petition signed by CEO Kevin
O'Halloran, Abri Health Care Services disclosed total assets of up
to $50 million and total liabilities of up to $10 million.  The
cases are handled by Judge Stacey G. Jernigan.  

The Debtor tapped Polsinelli, PC as legal counsel and
CliftonLarsonAllen, LLP as accountant and tax consultant.


AEROCENTURY CORP: Files Proposed Reorganization Plan
----------------------------------------------------
Greg Chang of Bloomberg News reports that AeroCentury said it filed
a proposed plan of reorganization with respect to its proposed exit
from Chapter 11 bankruptcy protection.

The proposal contemplates two potential paths to emergence from
bankruptcy.  The first is a sponsored plan contingent upon finding
a suitable plan sponsor. It has yet to enter any agreement with a
plan sponsor. The second path is a stand-alone scenario, under
which remaining assets will be monetized for the benefit of
stakeholders.

                      About AeroCentury Corp.

AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. The Company's principal
business objective is to acquire aircraft assets and manage those
assets in order to provide a return on investment through lease
revenue and, eventually, sale proceeds. The Company is
headquartered in Burlingame, California.

AeroCentury Corp. and affiliates JetFleet Holdings Corp. and
JetFleet Management Corp. sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.

Morrison & Foerster LLP and Young Conaway Stargatt & Taylor, LLP
are serving as legal advisor, and B Riley Securities, Inc., is
serving as financial advisor and investment banker. Kurtzman Carson
Consultants is the claims agent, maintaining the page
http://www.kccllc.net/aerocentury


AHP HEALTH: Moody's Hikes CFR to B2 & Rates New Unsec. Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded AHP Health Partners, Inc.'s
("Ardent") Corporate Family Rating to B2 from B3 and Probability of
Default Rating to B2-PD from B3-PD. Moody's assigned a Caa1 rating
to the company's new senior unsecured notes and upgraded Ardent's
existing unsecured debts to Caa1 from Caa2. Moody's also affirmed
the B1 rating on the company's term loan B. The outlook is stable.

Ardent will use proceeds from the new senior unsecured notes along
with cash on hand to refinance $475 million of its guaranteed
senior global notes due 2026.

The upgrade of the Corporate Family Rating reflects the company's
improved leverage profile and operating performance on a basis that
excludes positive and negative fluctuations related to the
coronavirus pandemic. These improvements relate to higher earnings
contributions from hospitals acquired in 2017-2018 (i.e., St.
Francis and UT Health East Texas). Continuation of these trends
contribute to Moody's expectations that Ardent will sustain
adjusted debt to EBITDA of approximately 5.0 times over the next 12
to 18 months, which is commensurate with a B2 Corporate Family
Rating.

The upgrade of the unsecured debt to Caa1 from Caa2 is in tandem
with the upgrade of the Corporate Family Rating to B2 from B3.
Ardent's unsecured debt is subordinate to a material amount of
senior secured term debt and an asset-backed revolving credit
facility. The secured term loan is being affirmed at B1 because the
refinancing transaction will result in a higher proportion of
secured debt in Ardent's capital structure. This results in
moderately less first loss absorption to senior secured creditors
in the event of a default, and a lower degree of notching upward
from the B2 Corporate Family Rating.

AHP Health Partners, Inc.

Ratings assigned:

Gtd senior unsecured notes due 2029 at Caa1 (LGD5)

Ratings upgraded:

Corporate Family Rating to B2 from B3

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

Ratings upgraded that will be withdrawn upon transaction close:

Gtd senior unsecured global notes due 2026 to Caa1 (LGD5) from Caa2
(LGD5)

Ratings affirmed:

Gtd senior secured term loan due 2025 at B1 (LGD3)

The outlook is stable.

RATINGS RATIONALE

Ardent's B2 Corporate Family Rating reflects Moody's expectation
that the company will operate with moderately high adjusted debt to
EBITDA over the next 12-18 months. Moody's expects Ardent's
adjusted debt to EBITDA to be sustained around 5.0 times as volume
and acuity trends normalize to levels seen prior to the COVID-19
pandemic and benefits of the CARES Act aid wane. The company will
also continue to operate with significant fixed charges including
cash interest, rent expense associated with the company's REIT
structure, and capital expenditures. The rating is also constrained
by higher levels of execution risk as Ardent transitions the
remaining one-third of its hospital portfolio to the EPIC platform
and Moody's expectation that the company will remain acquisitive.

The rating is supported by the company's good scale, with over $4
billion of net revenue from 30 hospitals in six states. Ardent has
strong competitive positions and extensive service offerings within
its markets. Moody's expects that Ardent's continued investments in
service offerings and IT will drive operational and competitive
improvements over time. Moody's expects Ardent to maintain very
good liquidity over the next 12-18 months.

The stable outlook reflects Moody's view that Ardent will continue
to operate with very good liquidity as volumes continue to recover
and acuity levels moderate relative to the depths of the COVID-19
pandemic. It also reflects Moody's expectation that a planned ERP
implementation will be completed in 2021 without significant
disruption.

ESG considerations are relevant to Ardent's credit profile. With
respect to governance, Ardent has generally exhibited aggressive
financial policies, marked by its high financial leverage. As a
for-profit hospital operator, Ardent also faces high social risk.
Moody's considers the coronavirus to be a social risk given the
risk to human health and safety. That said, declining coronavirus
cases and hospitalizations coupled with the uptake of vaccines in
the US have reduced Ardent's social risk. Aside from coronavirus,
Ardent faces other social risks such as rising concerns around the
access and affordability of healthcare services. Hospitals rely on
Medicare and Medicaid for a substantial portion of reimbursement.
Any changes to reimbursement to Medicare or Medicaid directly
impacts hospital revenue and profitability. In addition, the social
and political push for a single payor system or a lowering of the
Medicare eligibility age would drastically change the operating
environment.

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

The ratings could be downgraded if Ardent undertakes acquisitions
or dividends that raise its financial leverage. A downgrade could
also occur if negative free cash flow is sustained due to weak
operating performance or challenges implementing EPIC at the
company's UT Health East Texas (UTHET) hospitals. Finally, a
downgrade could occur is debt to EBITDA is sustained above 6.0
times.

The ratings could be upgraded if the company sustains debt to
EBITDA below 5.0 times while remaining free cash flow positive. An
upgrade would also be supported by improved service line and
geographic diversification.

AHP Health Partners, Inc. ("Ardent") is a wholly owned subsidiary
of Ardent Health Partners, LLC (collectively Ardent). The company
operates 30 acute care hospitals in six states. Ardent is a
privately held company, jointly owned by Equity Group Investments,
Ventas, Inc. and management. Revenues for the twelve months ended
March 31, 2021 totaled $4.4 billion.

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


AIWA CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aiwa Corporation
            f/k/a Hale Devices, Inc.
        965 W. Chicago Ave.
        Chicago, IL 60642

Business Description: Aiwa Corporation manufactures audio
                      equipment.

Chapter 11 Petition Date: June 22, 2021

Court: United States Bankruptcy Court
       Northern District of Illinois

Case No.: 21-07702

Judge: Hon. Deborah L. Thorne

Debtor's Counsel: Jeremy C. Kleinman, Esq.
                  FRANKGECKER LLP
                  1327 W. Washington Blvd., Ste. 5G-H
                  Chicago, IL 60607
                  Tel: 312-276-1400
                  Fax: 312-276-0035
                  E-mail: jkleinman@fgllp.com

Total Assets: $1,764,887

Total Liabilities: $5,818,251

The petition was signed by Joseph J. Born, CEO.

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/UMDNPRQ/Aiwa_Corporation__ilnbke-21-07702__0001.0.pdf?mcid=tGE4TAMA


ALCAMI CORP: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Alcami Corporation's ratings,
including the Corporate Family Rating to Caa1 from Caa2, the
Probability of Default Rating to Caa1-PD from Caa2-PD, and the
first lien senior secured bank credit facility rating to B3 from
Caa1. At the same time, Moody's has changed the rating outlook to
stable from negative.

The upgrade reflects the reduced likelihood of default over the
next year due to the company's much improved liquidity following
cash infusion from the sale of its active pharmaceutical
ingredients (API) manufacturing business in September 2020. This
liquidity will provide flexibility to fund operations and manage
the business as the company starts to recover from operating
challenges, and expand its sterile fill finish and analytical lab
services capacity, over the next 12-18 months. Furthermore, the
company has no meaningful term loan maturities until 2025. The cash
resources provide good coverage of the $2.5 million per annum of
required amortization on the first lien term loan and ongoing
capital spending on the core service offerings.

The stable outlook reflects Moody's view that Alcami will
experience at least mid-single digit organic growth from favorable
industry tailwinds, as well as recent capital investments made into
the company's two primary business lines, but that the company will
continue to operate with very high financial leverage and cash
flows will remain negative, over the next 12 months. The outlook
also reflects Moody's expectations that combination of cash on hand
and revolver availability will be sufficient to fund company's
operations and mandatory debt service over the next year, even if
the recovery is weaker than anticipated.

The following ratings for Alcami Corporation were upgraded:

Corporate Family Rating, to Caa1 from Caa2

Probability of Default Rating, to Caa1-PD from Caa2-PD

Senior secured first lien revolving credit facility expiring 2023,
to B3 (LGD3) from Caa1 (LGD3)

Senior secured first lien term loan due 2025, to B3 (LGD3) from
Caa1 (LGD3)

Outlook Actions:

Outlook, changed to Stable from Negative

RATINGS RATIONALE

Alcami's Caa1 CFR reflects the company's weak credit profile,
evidenced in part by very high financial leverage well in excess of
10 times on a Moody's adjusted debt/EBITDA basis, weak interest
coverage of below 1.0 times, for the twelve months ended March 31,
2021, as well as execution risk associated with repositioning the
company to focus on sterile injectable fill finish manufacturing
and lab analytical services. The rating also reflects Alcami's
modest scale relative to more established Contract Development and
Manufacturing Organizations ("CDMO"), such as Catalent Pharma
Solutions, Inc. (Ba3 stable) and Patheon (owned by Thermo Fisher
Scientific Inc., Baa1 stable). These competitors are both more than
10 times the size of Alcami and are able offer greater capabilities
to pharmaceutical/biotech customers. The rating is further
constrained by the high regulatory risk and compliance costs
inherent in the CDMO industry. The company's financial policies are
expected to be relatively aggressive, in accordance with its
private equity ownership.

The rating is supported by Moody's view that fundamental demand for
pharmaceutical development and manufacturing services will be
robust. Demand will continue to grow as pharmaceutical companies
increasingly outsource development and manufacturing of complex
products. If Alcami can continue to improve its operating
performance and successfully bring its TriPharm investment fully
online, it would be well positioned to benefit from this growing
demand given its full suite of services. Moody's estimates that the
industry will grow at a mid-single-digit rate over the next few
years.

Moody's believes that Alcami's liquidity will be adequate over the
next 12-15 months. As of March 31, 2021, Alcami had $89 million of
cash on the balance sheet. However, Moody's anticipates negative
free cash flow over the next several quarters, absent significant
improvement in earnings, further impacted by elevated capital
expenditures of roughly $50 million, in fiscal 2021. This will
constrain liquidity and result in reliance on the cash balance and
revolving credit facilities which include an undrawn $50 million
revolving credit facility due in 2023, as well as $16 million of
availability under undrawn $20 million asset based credit line.

Social and governance considerations are material to Alcami's
credit profile. The credit profile reflects negative social risk as
a result of the coronavirus outbreak given its risk to patient and
service providers' health and safety. However, Moody's do not
consider the contract research and manufacturing organization
service providers to face the same level of social risk as many
other healthcare providers.

Among governance considerations, Alcami's financial policies under
private equity ownership are aggressive, reflected in high initial
debt levels following the leveraged buy-out, as well as a strategy
to supplement organic growth with material debt-funded
acquisitions.

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

Ratings could be upgraded should operating performance, credit
metrics and liquidity improve. Specifically, new business wins and
EBITDA growth, positive free cash flow before growth investments,
Moody's adjusted debt-to-EBITDA sustained below 6.5x along with at
least adequate liquidity would be necessary for an upgrade.

The ratings could be downgraded if there is deterioration in
operating performance, credit metrics or liquidity. Furthermore,
ratings could be downgraded should Moody's adjusted debt-to-EBITDA
remain elevated or the prospect for a distressed exchange or other
default increases.

Alcami Corporation is an integrated contract development &
manufacturing organization, developing and manufacturing finished
drug product for its customers. It also provides lab services, such
as formulation development, and packaging. The company is
majority-owned by private equity firm Madison Dearborn Partners.
During the twelve-month period ended March 31, 2021, the company
generated approximately $132 million of revenue.

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


ALDEVRON LLC: Moody's Puts 'B2' CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Aldevron, LLC on
review for upgrade following an announcement by Danaher
Corporation's ("Danaher", Baa1 stable), that it has entered into a
definitive agreement to acquire Aldevron. The ratings placed under
review for upgrade include the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, and B1 rating on existing senior
secured bank credit facilities. The outlook is revised to Ratings
Under Review from Stable.

On June 17, 2021, Danaher announced that it has entered into a
definitive agreement to acquire Aldevron for $9.6 billion. Danaher
intends to use proceeds from debt financing and cash on hand to
fund the transaction. The transaction was approved by both Board of
Directors and a majority of Aldevron's shareholders, and is still
subject to regulatory approvals. The companies expect the deal to
close by the end of 2021.

Moody's took the following action on Aldevron, LLC:

On Review for Upgrade:

Issuer: Aldevron, LLC

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

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

Senior Secured Bank Credit Facilities, Placed on Review for
Upgrade, currently B1 (LGD3)

Outlook Actions:

Issuer: Aldevron, LLC

Outlook, Changed To Rating Under Review From Stable

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

Excluding the ratings review, Aldevron's B2 credit profile reflects
its high financial leverage, modest scale with roughly $300 million
of revenue in 2020, and narrow business focus in the niche plasmid
DNA market. Further, Aldevron's credit profile is constrained by
Moody's expectation for modest free cash flow after expansion capex
and distributions to fund tax payments. These challenges are
mitigated by strong growth prospects, good revenue visibility over
the next 12-18 months and high profitability reflecting
technological expertise and high barriers to entry. Moody's expects
Aldevron's leverage to rapidly decline through earnings growth.
Specifically, leverage is expected to decline to below 5.5x over
the next 12-18 months. The credit profile is also supported by the
significant equity component of the company's capitalization and
Moody's expectations that financial policies will generally favor
deleveraging over shareholder distributions. However, risk of debt
funded dividends exists given private equity ownership. Liquidity
is expected to remain good supported by modestly positive free cash
flow, and significant undrawn revolver capacity. Further, there are
no covenants on the term loan.

The review for upgrade reflects Moody's expectation that, should
the acquisition by Danaher close, Aldevron will become part of a
larger company, benefitting from greater scale and diversity. The
review for upgrade also reflects that regulatory and shareholder
approvals are required for the deal to close.

ESG considerations are material to the rating including aggressive
financial policies and the private equity ownership of Aldevron,
which could lead Aldevron to favor shareholder-friendly
initiatives. Furthermore, from a governance perspective, Moody's
note the presence of key man risk given Aldevron's founder and
current CEO has a significant depth of industry knowledge and
customer relationships and retains a significant ownership stake in
the company. Positive ESG considerations include Aldevron's work on
the FDA-approved COVID-19 vaccine of pharmaceutical company,
Moderna.

Created in 1998, Aldevron provides contract manufacturing and
scientific services. It specializes in plasmid DNA, protein
production, and antibody generation. The company generated
approximately $300 million of revenue in FYE 2020.

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


ALEXANDRIA HOSPITALITY: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------------
Debtor: Alexandria Hospitality Partners, L.L.C.
        2211 N. MacArthur Drive, Suite 100
        Alexandria, LA 71303

Chapter 11 Petition Date: June 23, 2021

Court: United States Bankruptcy Court
       Western District of Louisiana

Case No.: 21-80242

Judge: Hon. Stephen D. Wheelis

Debtor's Counsel: Thomas R. Willson, Esq.
                  THOMAS R. WILLSON
                  1330 Jackson Street
                  Alexandria, LA 71301
                  Tel: 318-442-8658
                  Fax: 318-442-9637
                  Email: rocky@rockywillsonlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Martin W. Johnson, managing member.

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

https://www.pacermonitor.com/view/JJSKMHA/Alexandria_Hospitality_Partners__lawbke-21-80242__0001.0.pdf?mcid=tGE4TAMA


ALLIANCE RESOURCE: Egan-Jones Hikes Senior Unsecured Ratings to B+
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 11, 2021, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Alliance Resource Partners, L.P. to B+ from B.

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



ALPHATEC HOLDINGS: Appoints Marie Meynadier as Director
-------------------------------------------------------
Marie Meynadier, Ph.D., founder of EOS imaging, has been appointed
as an independent director to Alphatec Holdings, Inc.'s Board.

With over 25 years of experience in the high tech and medical
device industries, Dr. Meynadier currently sits on boards of
multiple medical technology companies in Europe and North America.
She founded and served as chief executive officer of EOS imaging
until 2018, after which she remains a director and head of the
Strategic Committee.  Prior to her tenure at EOS, Dr. Meynadier
served as chief executive officer of Biospace Lab, a French
preclinical imaging company, which she rapidly guided to
profitability.  She began her career in the semiconductor industry
at Bellcore and ATT Bell Labs in New Jersey.  Dr. Meynadier
received a degree in electrical engineering from Sup Telecom,
Paris, and her Ph.D. in physics from Ecole Normale Superieure Ulm,
Paris.

"We would like to welcome Marie to the ATEC team," said Pat Miles,
chairman and chief executive officer.  "Her wealth of imaging
expertise will be invaluable as we integrate EOS imaging and extend
the technology to establish new standards in spine.  We also look
forward to leveraging Marie's global leadership experience as we
further develop and then execute ATEC's strategy to expand into
untapped international markets."

Ms. Meynardier will receive annual compensation in accordance with
the Company's standard remuneration for its non-employee directors,
as revised by the Compensation Committee of the Board effective as
of June 16, 2021, which provides that non-employee directors
receive a one-time, time-based restricted stock unit award granted
upon election or appointment to the Board, with a grant value of
$300,000, as determined by the volume weighted average trading
price of the Company's stock for the 30-trading day period prior to
date of election or appointment.  The Initial Board Grant vests in
three equal installments on each of the first three anniversaries
of the grant date, conditioned upon continued Board service.
Additionally, non-employee directors receive an annual RSU award
for service on the Board with a grant value of $150,000.

                      About Alphatec Holdings

Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its
wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp
Surgical, Inc., is a medical device company dedicated to
revolutionizing the approach to spine surgery through clinical
distinction.  ATEC architects and commercializes approach-based
technology that integrates seamlessly with the SafeOp Neural
InformatiX System to provide real-time, objective nerve information
that can enhance the safety and reproducibility of spine surgery.

Alphatec Holdings reported a net loss of $78.99 million for the
year ended Dec. 31, 2020, compared to a net loss of $57 million for
the year ended Dec. 31, 2019.  As of March 31, 2021, the Company
had $404.50 million in total assets, $70.15 million in total
current liabilities, $38.58 million in long-term debt, $20.75
million in operating lease liability (less current portion), $11.29
million in other long-term liabilities, $23.60 million in
redeemable preferred stock, $131.84 million in contingently
redeemable common stock, and $108.29 million in total stockholders'
equity.


AT HOME GROUP: Moody's Assigns B2 CFR Amid Hellman Transaction
--------------------------------------------------------------
Moody's Investors Service assigned ratings to At Home Group, Inc.
including a B2 corporate family rating and a B2-PD probability of
default rating. In addition, Moody's assigned a B1 rating to At
Home's proposed $600 million senior secured first lien term loan, a
B1 rating to the proposed $300 million senior secured notes and a
Caa1 rating to the proposed $500 million senior unsecured notes.
The outlook is stable. The debt proceeds and new equity will be
used to complete the acquisition of At Home by Hellman & Friedman
LLC as well as fees and expenses associated with the transaction.
Moody's ratings and outlook are subject to receipt and review of
final documentation.

The B2 CFR assignment reflects moderate pro forma leverage
post-acquisition with Moody's adjusted debt/EBITDA of 4.6x for the
LTM period ending May 1, 2021. Although pro forma leverage is
moderate, Moody's expects it to increase to over 6x following the
acquisition as consumer demand for the home category normalizes in
the second half of 2021 and into 2022 as well as freight headwinds
in the industry. Longer term, At Home should deleverage through
earnings growth and some debt repayment but at a slow pace as the
company uses most of its cash flow for store growth. The assignment
also incorporates governance considerations given the company's
private equity ownership. Private equity owners tend to have more
aggressive financial strategies. The ratings at At Home Holding III
Inc. will be withdrawn upon closing of the transaction and
repayment of its existing debt instruments.

Assignments:

Issuer: At Home Group, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured First Lien Term Loan, Assigned B1 (LGD3)

Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5)

Outlook Actions:

Issuer: At Home Group, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

At Home's B2 CFR is constrained by its high lease-adjusted leverage
expected as demand for the home category normalizes as the US
recovers from COVID-19 pandemic prompting a return in spending on
travel and leisure as well as an expected end to government
stimulus programs. The rating is also constrained by At Home's
modest scale, and operations in the discretionary and highly
competitive home decor segment. In addition, as a retailer, At Home
needs to make ongoing investments in its brand and infrastructure,
as well as in social and environmental drivers including
responsible sourcing, product and supply sustainability, privacy
and data protection.

The rating is supported by its differentiated home decor "fast
fashion" value proposition. Moody's also positively views the
company's recent accelerated implementation of omni-channel
capabilities, including buy-online/pick-up in store, curbside
pick-up, and delivery options through third parties.

The stable outlook reflects Moody's expectation of solid operating
performance as demand normalizes and adequate liquidity.

At Home's adequate liquidity reflects its modest cash balance and
its proposed $400 million asset-based lending (ABL") revolving
credit facility which is expected to be undrawn at close and used
for working capital needs. Free cash flow is expected to be
negative as the company continues to invest in its store base but
deficits should be offset by inflows from sale leasebacks. The
revolver is not expected to be used to fund store growth. The ABL
contains a minimum fixed charge coverage ratio of 1x that is tested
when excess availability is less than the greater of: (i) 10% of
Maximum Borrowing Amount and (ii) $25 million. The company is
expected to remain in compliance with the covenant.

As proposed, the new first lien credit facility is expected to
provide covenant flexibility that if utilized could negatively
impact creditors. Notable terms include the following:

Incremental debt capacity up to the sum of the greater of $310
million and 100% of Consolidated EBITDA, plus unused capacity
reallocated from the general debt basket, plus unlimited amounts
subject to a first lien net secured leverage ratio of 3.5x. Amounts
up to the greater of $310 million and 100% of Consolidated EBITDA
may be incurred with an earlier maturity date and a shorter
weighted average life to 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.

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

The ratings could be upgraded if the company maintains solid
operating margins, reflecting solid execution of its strategy and
store expansion plans. An upgrade would also require good
liquidity, including positive free cash flow generation.
Quantitatively, the ratings could be upgraded if Moody's-adjusted
debt/EBITDA is sustained below 5.0 times and EBIT/interest expense
is sustained above 2 times.

The ratings could be downgraded if operating performance declines
more than anticipated following the current period of strong
demand. The ratings could also be downgraded if the company
participates in debt-funded acquisitions or shareholder returns,
fails to execute on its sale leaseback strategy, returns to
aggressive debt-funded store expansion or liquidity deteriorates
for any reason, including constrained revolver availability.
Quantitatively, the ratings could be downgraded with expectations
for Moody's-adjusted debt/EBITDA sustained above 6.5 times or
EBIT/interest expense below 1.5 times.

At Home Group, Inc. operated 226 home decor and home improvement
retail stores and generated about $2.1 billion of revenue for the
last twelve months ended May 1, 2021. Following the close of the
transaction, the company will be owned by Hellman & Friedman LLC.

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


AT HOME GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based home decor
retailer At Home Group Inc. 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 senior secured
term loan B and senior secured notes. We also assigned our 'CCC+'
issue-level rating and '6' recovery rating to the proposed senior
unsecured notes.

"We will withdraw ratings on existing debt being refinanced
following the close of the transaction.

"The stable outlook reflects our expectation that S&P Global
Ratings-adjusted leverage will improve to the low-6x area by fiscal
2023 from mid-6x levels at fiscal 2022 (ended Jan. 31, 2022), as
EBITDA expands on new-store growth."

Financial sponsor Hellman & Friedman LLC (H&F) has announced that
it will commence a tender offer to purchase all issued and
outstanding common stock of At Home Group Inc. The total value of
the tender offer is roughly $2.9 billion, which will be funded
through a mix of debt and equity. The transaction will increase At
Home's funded debt by approximately $1.1 billion upon completion.

The leveraged buyout considerably increases At Home's funded debt
load, and S&P forecasts S&P Global Ratings-adjusted leverage will
increase to and remain above 6x. At Home is issuing $1.4 billion of
debt, including a $600 million senior secured term loan, $300
million of senior secured notes, and $500 million of senior
unsecured notes. H&F will contribute approximately $1.5 billion of
equity as part of the buyout. The transaction will increase At
Home's S&P Global Ratings-adjusted leverage to about 6.5x in fiscal
2022, which compares with 3.5x as of fiscal 2021. S&P notes that At
Home has substantial operating lease liabilities, which constitute
roughly 52% of S&P Global Ratings-adjusted debt on a pro forma
basis.

S&P said, "Previously, we anticipated leverage would rise to the
mid- to high-4x area in fiscal 2022 as consumer demand softens and
operating costs normalize. However, we now project leverage will
remain above 6x through fiscal 2023 given the $1.1 billion net
increase in funded debt and our expectation that elevated consumer
demand which led to greatly increased profitability for fiscal 2021
will moderate through fiscal 2022 and 2023. As a result, we have
revised our assessment of financial risk to highly leveraged from
aggressive.

"The transaction also reflects a return to private equity ownership
following a five-year stint as a public company. In our view,
ownership by H&F increases the likelihood of future leveraging
events, which could include debt-funded shareholder returns.
Therefore, we have revised our financial policy modifier to FS-6
from neutral."

At Home Group Inc. will be the surviving corporate entity and the
ultimate borrower following its planned merger with Ambience Merger
Sub Inc.

A moderation in consumer demand for home decor merchandise will
lead to a significant decline in EBITDA as margins fall from
elevated levels. At Home reported markedly improved profitability
in fiscal 2021, including adjusted EBITDA margins in the high-20%
area from the mid-20% range historically. Consumers' increased
focus on improving their home lives, driven partially by
suburbanization trends and increased time spent at home, led to
comparable sales growth of 19.4% for the full year.

S&P said, "Although some of its newly introduced customers will
likely continue to engage with the brand over the long term, we
expect consumer discretionary spending will begin to shift back to
experiences and travel in the second half of the year given the
current pace of the vaccine rollout and significantly reduced
government and regulatory restrictions in the U.S. As such, we
forecast At Home's adjusted EBITDA margin will decline to and
remain in the low- to mid-20% area as its operating environment
normalizes. The margin decline is partially attributed to
incremental freight headwinds stemming from disruption in the
global supply chain attributable to COVID-19 we anticipate to
persist over the next 18 months. Partially offsetting these
pressures are operational efficiencies such as improved negotiating
leverage with suppliers as the business scales.

"As we look past the impacts from the pandemic, we forecast
low-single-digit same-store sales and overall revenue growth in the
low-double-digit range given roughly 10% new stores annually. We
believe growth will be supported with reasonable ongoing demand for
home decor products over the intermediate term supported by
tailwinds such as new home purchases and a more permanent hybrid
work model which results in greater time spent at home."

At Home's omnichannel platform lags retail peers, though the
company expanded online offerings through the pandemic. In the
initial stages of the pandemic At Home rolled out Buy Online
Pick-Up In Store (BOPIS), curbside pick-up, and local delivery to
the majority of its store base, which allowed the company to
recapture lost in-store sales and supported its strong sales
performance in fiscal 2021. This represented a substantial shift in
digital strategy for the company which prior to the pandemic was in
nascent stages. S&P said, "However, we forecast that online sales
will remain a small portion of overall sales as consumers broadly
return to in-store shopping. In our view, the company will need to
remain focused on its omnichannel capabilities to effectively
compete with e-commerce retailers (such as Wayfair and Amazon) and
larger peers with extensive omnichannel platforms including Walmart
Inc. and Target."

S&P said, "The stable outlook reflects our expectation that despite
a forecasted decline in revenues and EBITDA from elevated levels,
At Home will maintain profitability above pre-pandemic levels as
consumer demand normalizes, leading to adjusted leverage
approaching the low-6x area over the next 12 to 18 months. The
outlook also reflects our expectation that the company will
continue to fund growth through internally generated cash flow,
leading to limited revolver borrowings."

S&P could lower the rating if:

-- S&P expects leverage will remain in the mid-6x area, which
could occur if same-store sales are meaningfully negative and
margins decline by 100 basis points relative to our base case, or
through aggressive sponsor-led debt issuance;

-- S&P expects the company will consistently generate negative
free operating cash flow, leading to sustained draw on the revolver
to fund new-store growth; or

-- S&P believes that the company's competitive positioning has
weakened, which would be evidenced by poor new-store performance,
or increased competition causing loss of market share.

S&P could raise the rating if:

-- S&P expects it to sustain S&P Global Ratings-adjusted debt to
EBITDA of less than 5x, likely requiring a sponsor commitment to a
less-aggressive financial policy; or

-- The company strengthens its competitive position and increases
overall market share in the home decor sector, demonstrated by
positive comparable sales growth, sustained profitability, and a
solid track record of successful new-store development expanding
scale.



BASIC ENERGY: Signs Fourth Supplemental Indenture With UMB Bank
---------------------------------------------------------------
Basic Energy Services, Inc. entered into a Fourth Supplemental
Indenture to the indenture, dated as of Oct. 2, 2018 (as
supplemented by the First Supplemental Indenture dated as of Aug.
22, 2019, the Second Supplemental Indenture dated as of April 1,
2020, and the Third Supplemental Indenture dated as of May 3, 2021)
by and among the Company, the guarantors under the Indenture, and
UMB Bank, N.A., as trustee and collateral agent.  

The Fourth Supplemental Indenture was entered into in connection
with previously announced asset sales by certain subsidiaries of
the Company and the release of liens by the Collateral Agent on
such assets.  The Fourth Supplemental Indenture also permits
certain incremental super priority indebtedness; however, no such
indebtedness is contemplated at this time.

                        About Basic Energy

Headquartered in Fort Worth, Texas, Basic Energy Services --
www.basices.com -- provides wellsite services essential to
maintaining production from the oil and gas wells within its
operating areas.  The Company's operations are managed regionally
and are concentrated in major United States onshore oil-producing
regions located in Texas, California, New Mexico, Oklahoma,
Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana.
Its operations are focused in prolific basins that have
historically exhibited strong drilling and production economics in
recent years as well as natural gas-focused shale plays
characterized by prolific reserves.  Specifically, the Company has
a significant presence in the Permian Basin, Bakken, Los Angeles
and San Joaquin Basins, Eagle Ford, Haynesville and Powder River
Basin. The Company provides its services to a diverse group of over
2,000 oil and gas companies.

Basic Energy reported a net loss of $268.17 million for the year
ended Dec. 31, 2020, compared to a net loss of $181.90 million for
the year ended Dec. 31, 2019.  As of March 31, 2021, the Company
had $331.10 million in total assets, $548.95 million in total
liabilities, $22 million in series A participating preferred stock,
and a total stockholders' deficit of $239.85 million.

Dallas, Texas-based KPMG, the Company's auditor since 1992, issued
a "going concern" qualification in its report dated March 31, 2021,
citing that the recent decline in the customers' demand for the
Company's services has had a material adverse impact on the
financial condition of the Company, resulting in recurring losses
from operations, a net capital deficiency, and liquidity
constraints that raise substantial doubt about its ability to
continue as a going concern.


BEST VIDEO: Wants Until Oct. 14 to Confirm Plan
-----------------------------------------------
Best Video Studio, LLC dba IGOTOFFER, is asking the Court to extend
its time to confirm a Plan of Reorganization and Disclosure
Statement.

The Debtor on Jan. 6, 2021, filed a motion to extend time to
confirm a plan and disclosure statement, and on May 17, 2021, the
Debtor filed a second motion to extend.

The Debtor is now asking a brief extension of the time by which a
Plan of Reorganization should be confirmed for an additional 90
days, through and including October 14, 2021.

The Debtor says the third requested extension of the time period
for confirmation, is necessary due to the fact, that the time to
confirm a plan is set to expire on July 16, 2021 and the Debtor
needs an additional time to finalize a term of a settlement
agreement resolving the disputes between the Debtor and Amazon
Capital Service Inc., to file a motion to approve the settlement
agreement, and thereafter to amend a plan and disclosure statement
with respect to the terms of the settlement agreement.  Currently,
the parties are drafting the proposed settlement agreement.

Attorney for the Debtor:

     Alla Kachan, Esq.
     Law Offices of Alla Kachan, P.C.
     2799 Coney Island Avenue, Suite 202
     Brooklyn, NY 11235
     Tel.: (718) 513-3145

                         About Best Video Studio

Best Video Studio, LLC -- https://igotoffer.com/ -- owns an online
business providing the service for consumers to exchange their used
Apple products, such as iPhone, iPad, MacPro, etc. for cash,
through the company's virtual platform.

The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
19-45523) on September 13, 2019.  At the time of filing, the Debtor
had $200,510 total assets and $1,143,830 total liabilities.

The Hon. Nancy Hershey Lord oversees the case.

Alla Kachan, Esq., of LAW OFFICES OF ALLA KACHAN, P.C., is the
Debtor's counsel.


BIOSTAGE INC: Closes $600K Private Placement
--------------------------------------------
Biostage, Inc. has entered into securities purchase agreements with
DST Capital LLC and Bin Li pursuant to which the Investors agreed
to purchase in a private placement an aggregate of 300,000 shares
of common stock and warrants to purchase 150,000 shares of common
stock for the aggregate purchase price of $600,000 and a purchase
price per share and half warrant of $2.00.  The Private Placement
closed on June 17, 2021.

The Warrants have an exercise price of $2.00 per share, subject to
adjustments as provided under the terms thereof, and are
immediately exercisable.  The Warrants are exercisable until five
years from the Warrants' issuance date.  The Purchase Agreements
and Warrants each include customary representations, warranties and
covenants.

The representations, warranties and covenants contained in the
Purchase Agreements were made solely for the benefit of the parties
to the Purchase Agreements.  In addition, such representations,
warranties and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreements and not as
statements of fact, and (ii) may apply standards of materiality in
a way that is different from what may be viewed as material by
stockholders of, or other investors in, the Company.  Accordingly,
the form of Purchase Agreement is included with this filing only to
provide investors with information regarding the terms of
transaction, and not to provide investors with any other factual
information regarding the Company.  Stockholders should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Purchase Agreements, which subsequent information may or may not be
fully reflected in public disclosures.

                          About Biostage

Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a biotechnology company developing bioengineered organ
implants based on the Company's novel Cellframe and Cellspan
technology.  The Company's technology is comprised of a
biocompatible scaffold that is seeded with the recipient's own
cells.  The Company believes that this technology may prove to be
effective for treating patients across a number of life-threatening
medical indications who currently have unmet medical needs.  The
Company is currently developing its technology to treat
life-threatening conditions of the esophagus, bronchus or trachea
with the objective of dramatically improving the treatment paradigm
for those patients.  Since inception, the Company has devoted
substantially all of its efforts to business planning, research and
development, recruiting management and technical staff, and
acquiring operating assets.

Biostage reported a net loss of $4.86 million for the year ended
Dec. 31, 2020, compared to a net loss of $8.33 million for the year
ended Dec. 31, 2019.  As of March 31, 2021, the Company had $1.25
million in total assets, $875,000 in total liabilities, and
$381,000 in total stockholders' equity.

Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 13, 2021, citing that the Company has suffered recurring
losses from operations, has an accumulated deficit, uses cash flows
in operations, and will require additional financing to continue to
fund operations. This raises substantial doubt about the Company's
ability to continue as a going concern.


BRAINSTORM INTERNET: Taps Onsager Fletcher Johnson as New Counsel
-----------------------------------------------------------------
Brainstorm Internet filed an application seeking approval from the
U.S. Bankruptcy Court for the District of Colorado to employ
Onsager Fletcher Johnson, LLC to serve as legal counsel in its
Chapter 11 case.

If the application is granted, Hoff Law Offices, P.C., the firm
that initially handled the Debtor's bankruptcy case, will withdraw
its employment application filed on June 2.

Onsager's services include:

     a. advising the Debtor regarding its rights and duties under
the Bankruptcy Code and the continued operations of its business;

     b. assisting the Debtor in any manner relevant to preserving
and protecting its bankruptcy estate;

     c. preparing legal papers, including a Chapter 11 plan;

     d. appearing in court;

     e. assisting in the winding up and dismissal of the Debtor's
bankruptcy proceedings after confirmation of the plan;

     f. assisting the Debtor in administrative matters; and

     g. other legal services.

The firm's hourly rates are as follows:

     Christian Onsager     $450 per hour
     J. Brian Fletcher     $335 per hour
     Andrew D. Johnson     $310 per hour
     Alice A. White        $350 per hour
     Joli A. Lofstedt      $350 per hour
     Gabrielle G. Palmer   $225 per hour
     Charles R. Scheurich  $175 per hour
     Paralegals            $100 per hour

As disclosed in court filings, Onsager is a disinterested person as
defined by Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Andrew D. Johnson, Esq.
     Christian C. Onsager, Esq.
     Gabrielle G. Palmer, #48948
     Onsager Fletcher Johnson, LLC
     600 17th Street, Suite 425 North
     Denver, CO 80202
     Phone: (720) 457-7061
     Email: ajohnson@OFJlaw.com
            consager@OFJlaw.com
            gpalmer@OFJlaw.com

                     About Brainstorm Internet

Denver-based Brainstorm Internet, a wired telecommunications
carrier, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 21-12549) on May 12, 2021.  In the
petition signed by Jawaid Bazyar, president, the Debtor disclosed
total assets of $1,044,617 and total liabilities of $276,282.
Judge Kimberley H. Tyson oversees the case.  The Debtor tapped Hoff
Law Offices, P.C. as its bankruptcy counsel.


CALLON PETROLEUM: Moody's Hikes CFR to 'B3', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Callon Petroleum Company's
Corporate Family Rating to B3 from Caa1 and its Probability of
Default Rating to B3-PD from Caa1-PD. The Caa2 ratings on its
senior unsecured notes were affirmed and a Caa2 rating was assigned
to the proposed senior unsecured notes due 2028. The Speculative
Grade Liquidity rating remains SGL-3. The outlook is stable.

"Proceeds from the issuance of the new notes due 2028 will
refinance Callon's existing notes due 2023 and repay revolver
borrowings, and therefore will not materially impact the company's
debt burden," commented James Wilkins, Moody's Vice President. "We
expect Callon to generate positive free cash flow in 2021, while
maintaining at least flat production volumes such that its leverage
metrics improve."

The following summarizes the ratings activity:

Upgrades:

Issuer: Callon Petroleum Company

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

Corporate Family Rating, Upgraded to B3 from Caa1

Assignments:

Issuer: Callon Petroleum Company

Senior Unsecured Notes, Assigned Caa2 (LGD5)

Affirmations:

Issuer: Callon Petroleum Company

Senior Unsecured Notes, Affirmed Caa2 (LGD5)

Outlook Actions:

Issuer: Callon Petroleum Company

Outlook, Remains Stable

RATINGS RATIONALE

The upgrade to a B3 CFR reflects Callon's improving credit metrics
as oil & gas commodity prices and demand have rebounded, and lower
probability of default. Its retained cash flow to debt (18% as of
March 31, 2021) has shown improvement, but remains below levels
generated in 2017-2018. Callon managed through the difficult market
environment in 2020 and has sold modest assets that have aided its
debt reduction efforts, but the company continues to have high
leverage. Moody's does not expect the company to enter into further
debt exchanges that could be considered distressed exchanges.
Callon will generate positive free cash flow in 2021, which could
be applied towards debt reduction. The company has guided its 2021
operational capital expenditures will be approximately $430 million
as it limits capital expenditures to internally generated cash
flow. In 2021, it will experience a year-over-year decline in
production volumes due to a reduced 2020 capital program that
resulted in sequential quarterly production volume declines in
2020.

Callon CFR is supported by its scale, which has benefited from
acquisitions and a track record of organically growing production
and reserves, diversified operations focused on two shale plays in
the Permian Basin and the Eagle Ford Basin, competitive unit costs,
strong operating margins, and a high proportion of oil in its
production volumes. The Permian Basin acreage is in the early
stages of development and will require significant capital to
develop, while the Eagle Ford assets, which are also predominately
oil producing assets, are more mature assets.

Callon's senior unsecured notes ($1.5 billion principal amount as
of March 31, 2021) are rated Caa2, two notches below the B3 CFR, as
a result of being contractually subordinated to a large amount of
senior secured debt in the capital structure ($517 million of
senior secured second lien notes due 2025 and borrowings under the
secured revolving credit facility).

Callon's SGL-3 rating reflects its adequate liquidity, supported by
cash flow from operations as well as its revolving credit facility.
The revolver had a $1.6 billion borrowing base (affirmed as part of
the spring 2021 borrowing base redetermination), $24 million of
letters of credit and $950 million of borrowings as of March 31,
2021, leaving $626 million available on the revolver. The revolver
and second lien notes have two financial covenants - a minimum
current ratio of 1x and a maximum secured leverage ratio of 3x -
with which Moody's expects the company to remain in compliance at
least through 2022. In 2022, the company will cease being subject
to the secured leverage ratio and will be subject to a maximum
leverage ratio of 4.0x. The revolver matures December 20, 2024,
subject to springing maturity dates if a certain amount of the
notes due 2023, 2024 or 2025 are outstanding. Callon's next
maturity of notes after the refinancing of the notes due 2023 will
be in 2024.

The stable outlook reflects Moody's expectation that Callon will
generate positive free cash flow while maintaining at least flat
production volumes and adequate liquidity.

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

The ratings could be upgraded if Callon maintains RCF to debt above
25%, debt to average daily production below $25,000, and a
leveraged full cycle ratio greater than 1.25x. The ratings could be
downgraded if liquidity weakens, RCF to debt falls below 10% or
capital efficiency weakens significantly.

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

Callon Petroleum Company, headquartered in Houston, TX is an
independent exploration and production company with operations in
the Permian Basin and the Eagle Ford Shale in Texas.


CALLON PETROLEUM: S&P Rates New $650MM Sr. Unsecured Notes 'CCC+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level and '3' recovery
rating to Callon Petroleum Co.'s  proposed $650 million of new
senior unsecured notes due 2028. The '3' recovery rating indicates
its expectation of meaningful (50%-70%; rounded estimate: 65%)
recovery to creditors in the event of a payment default.

S&P is also placing all of its ratings, including the 'CCC+' issuer
credit rating, on CreditWatch with positive implications.

The CreditWatch placement reflects the possibility of an upgrade
following the funding of the company's new debt and the subsequent
redemption of its existing 2023 notes. The refinancing would extend
Callon's debt maturity runway and enhance liquidity, with the next
maturities not until 2024. The excess proceeds from the offering
would also facilitate a partial pay-down on the credit facility,
with pro forma revolver borrowings likely to be reduced to around
55% drawn on the $1.6 billion facility compared to $950 million
outstanding (almost 60% drawn) at the end of the first quarter of
2021. Furthermore, S&P believes the likelihood of a distressed debt
transaction would significantly decrease upon the refinancing based
on the company's improved financial position and current market
conditions.

CreditWatch

S&P said, "If the refinancing is completed without material
unfavorable changes to the proposed terms, we may raise our rating
on Callon to reflect its improved debt maturity runway and
liquidity, along with our expectation that significant free cash
flow generation will enable the company to further reduce revolver
borrowings over the next two years. We expect a potential upgrade
would be limited to one notch."



CANO HEALTH: Moody's Raises CFR to B2, Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the ratings of Cano Health, LLC
including the Corporate Family Rating to B2 from B3, the
Probability of Default Rating to B2-PD from B3-PD and the first
lien senior secured credit facilities to B2 from B3. The outlook is
stable. At the same time, Moody's assigned a Speculative Grade
Liquidity Rating of SGL-2 (good).

The upgrade reflects Cano's solid organic and acquisition growth
since the initial rating in December of 2020. Earlier this month,
Cano successfully completed the business combination with special
purpose acquisition company (SPAC) Jaws Acquisition Corp. The
transaction has added almost $500 million of cash to the balance
sheet, repaid $400 million of senior secured term loan and changed
the ownership structure, as Cano is now a public company.

The stable outlook balances the good near-term growth outlook with
some longer-term uncertainty around the business model. While
planned acquisitions will add scale, there is integration risk and
execution risk given the acquisitions will be expanding Cano's
footprint into new geographies. Moody's expects that Cano will
experience rapid growth which should help to reduce its high
geographic and customer concentration risk over the next 12-18
months to more moderate levels.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectation that Cano will maintain good liquidity, supported by an
undrawn $30 million committed revolving credit facility and about
$300 million of cash pro forma for the transaction. Moody's expects
that Cano will continue to be acquisitive, and as a result will be
modestly free cash flow negative in 2021. Cano has a springing
maximum first lien net leverage covenant with step-downs over time,
that springs at 35% utilization. The revolver is not currently
being used, but if it were, Moody's expects the company to maintain
an adequate cushion.

Ratings Upgraded:

Cano Health, LLC

Corporate Family Rating to B2 from B3

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

Senior Secured 1st Lien Revolving Credit Facility to B2 from B3
(LGD3)

Senior Secured 1st Lien Term Loan to B2 from B3 (LGD3)

Senior Secured 1st Lien Delayed Draw Term Loan to B2 from B3 (LGD3

Assignments:

Speculative Grade Liquidity Rating assigned at SGL-2

Outlook Actions:

Issuer: Cano Health, LLC

Outlook revised to stable from positive

RATINGS RATIONALE

The B2 CFR is constrained by Cano's high financial leverage, with
pro forma adjusted debt to EBITDA of around 4.5 times, moderate
scale, and weak free cash flow. The credit profile is constrained
by significant geographic concentration in Florida. Further, Cano's
high reliance on Humana for 45% of its members reflects material
customer concentration risk. Moody's expects these exposures to
remain high over the next 12-18 months, but to moderate over time
as Cano enters new states and expands its relationships with other
Medicare Advantage plan providers. An inherent challenge within
Cano's business model is that it requires the company to
aggressively manage the cost of patient care and other expenses,
given that it earns revenues on a capitated basis from Medicare
Advantage plan providers. The company's ambitious plans for growth
through organic and acquisitive means will give rise to a
significant amount of execution and integration risk.

Moody's anticipates the company to operate with aggressive
financial policies over the next 12-18 months. Most recently, Cano
announced the acquisition of University Health Care, a $600 million
transaction, that will further enhance Cano's presence in Florida.
Cano will be issuing a $295 million incremental first-lien term
loan, which will be fungible with the company's existing first-lien
term loan due November 2027, along with cash from the balance sheet
and a portion of the delayed drawn term loan to finance the
acquisition.

The B2 CFR is supported by the company's rapid pace of organic
growth and its focus on treating patients with Medicare Advantage
health insurance plans in a cost-effective manner. Moody's expects
enrollment of retirees in Medicare Advantage plans to continue
outstripping that of Medicare fee-for-service plans by a wide
margin. This represents a significant opportunity for good
performing, value-based providers that can offer low costs to
payers.

Moody's considers Cano to face social risks such as the rising
concerns around the access and affordability of healthcare
services. However, Moody's does not consider Cano to face the same
level of social risk as many other healthcare providers, like
hospitals. Given its high percentage of revenue generated from
Medicare Advantage, Cano is exposed to regulatory changes and state
budget challenges. From a governance perspective, Moody's expects
Cano's financial policies to remain aggressive due to its
acquisition led growth strategy despite becoming a public company.
Moody's views the change in ownership as a positive governance
factor, as Cano has publicly divulged its leverage target to be in
the low 3x range. The contemplated transaction of University Health
Care is particularly aggressive as Cano is issuing debt to fund an
acquisition only 6 months after issuing a $100 million debt funded
dividend. However, total debt continues to be below the original
debt financing as a result of the $400 million interim term loan
pay down.

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

The ratings could be downgraded if Cano's operating performance
deteriorates, or if it experiences material integration related
disruptions. Additionally, the ratings could be downgraded if
Moody's expects debt/EBITDA to be sustained above 5.5 times or the
company's liquidity erodes. Further, debt-funded shareholder
returns could also result in a downgrade.

The ratings could be upgraded if Cano achieves greater diversity by
state and customer, and improves its profitability and cash flow.
Cano will also need to establish a longer track record of
effectively managing its aggressive acquisition-led growth strategy
before Moody's would consider a higher rating. An upgrade would
also be supported by the company adopting more conservative
financial policies and maintaining debt/EBITDA below 4.0 times.

Cano Health's clinics provide primary care health services to more
than 143,000 members in Florida, Texas, California, and Nevada,
with a focus on Medicare Advantage members. Cano operates across 15
markets through 275 employed providers, 88 owned medical centers
with relationships with nearly 800 affiliate providers. Cano's LTM
revenue as of March 31, 2021 was approximately $975 million. Cano
is publicly traded on the NYSE under ticker "CANO". ITC Rumba, LLC
(InTandem Capital Partners) maintains about 34% equity stake post
the de-SPAC transaction.

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


CANO HEALTH: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating (ICR) to
the new parent Cano Health Inc. The outlook is stable.

S&P said, "At the same time, we raised our ICR on Primary Care
(ITC) to 'B' from 'B-', and removed the rating from CreditWatch,
where it was placed with positive implications Dec. 2, 2020,
pending the special purpose acquisition company (SPAC) merger. We
then withdrew ICR on Primary Care (ITC).

"We also raised our issue-level rating to 'B' from 'B-', and
removed it from CreditWatch, on Cano Health's senior secured credit
facility, consisting of a $30 million five-year revolver (undrawn),
$254 million remaining on its first-lien term loan due 2027, and a
new $295 million incremental term loan B due 2027, issued through
wholly owned subsidiary, Cano Health LLC. Proceeds from the
incremental term loan will be used to partially fund the University
Health Care acquisition." The recovery rating on the debt is
unchanged at '3'. This rating had also been placed on CreditWatch
with positive implications Dec. 2, 2020.

Florida-based Primary Care (ITC) Intermediate Holdings LLC (Primary
Care), doing business as Cano Health, a Medicare Advantage-focused
primary care service provider, has completed its merger with JAWS
Acquisition Corp. (parent company, renamed Cano Health Inc.) The
company used the proceeds from the transaction to repay $400
million on its senior secured term loan and fund $492 million of
cash to the balance sheet.

Cano Health Inc. subsequently announced it is acquiring fellow
Florida-based value-based primary care provider University Health
Care for $600 million, funded with a mix of cash and equity.

Post the SPAC transaction, Cano Health has significantly
de-levered, although we expect continued future acquisitions. Cano
Health raised about $690 million in proceeds from the close of the
SPAC merger, as well as $800 million from a concurrent equity
offering. The company used a portion of the proceeds to repay $400
million of its term loan as well as add to on-hand cash to fund
future acquisitions. However, the de-leveraging effect was
partially offset by the incremental $295 million term loan B used
to fund the acquisition of University Health Care. S&P said, "We
expect the company will remain acquisitive, as it seeks to expand
its size and scale, and has about $295 million of cash on hand that
will provide funding for acquisitions, and increased EBITDA. We
project adjusted leverage to steadily decline, mainly through the
growing EBITDA base, and reach 5x by year-end 2023."

Despite a narrow focus and high geographic concentration, Cano
Health's market prospects remain bright. Cano Health's business
risk profile is somewhat limited by the company's narrow focus and
geographic concentration. Cano Health specializes in providing
primary care services, seeking to serve as a front line to improve
quality of care while lowering overall costs, such as by increasing
preventative care and reducing unnecessary emergency room visits.
The company focuses on Medicare Advantage patients, which make up
33% of the rising $800 billion total Medicare spend. Cano Health's
revenues and membership base have grown rapidly in the past couple
of years, as the company is well positioned to benefit from the
growth in Medicare Advantage plans and a shift to value-based care
models. The Medicare Advantage market is projected to rise 14%
annually, not only due to aging demographics in the U.S. but also
because of the increasing penetration of managed care-sponsored
Medicare Advantage plans, which provide greater coverage for
Medicare beneficiaries, and the increasing shift to value-based
delivery of care, which lowers costs but maximizes quality of care.
Cano Health derives a significant portion of its revenues (over
95%) from value-based contracts, in which it takes on capitated
risk in managing the health care of Medicare Advantage and Medicaid
plan enrollees for a monthly per enrollee fee. The company then
uses its primary care physician network and technology platform,
consisting of patient health data, patient monitoring, and
statistical models, to manage patients for improved outcomes while
lowering costs.

However, Cano Health has a narrow focus, specializing in primary
care services, and mainly operates in markets across Florida,
although it does have a growing presence in Texas and Nevada, and
plans to expand further in the southwestern U.S. While Florida is
the largest Medicare Advantage market in the U.S., and Cano Health
has a leading position within it, the market remains highly
fragmented and the company has only about a 3% market share.

The University Health acquisition accelerates Cano Health's
penetration of the Florida market. Cano Health has expanded
rapidly, organically and via acquisitions. The $600 million
acquisition of University HealthCare, Cano Health's largest ever,
adds 24,000 Medicare Advantage members to the company's membership
base. Along with organic growth and further expected smaller-sized
acquisitions, Cano Health projects its membership base will grow to
154,00-162,000 by the end of 2021, compared with about 105,000
members at year-end 2020. The acquisition also expands Cano
Health's service network, adding 13 university facilities and more
than 300 University HealthCare and affiliated providers, and
further enables the company to lever its systems and
infrastructure.

The company has built a solid reputation, earning strong quality
scores and contracting with all the major managed care providers.
Post the acquisition, Humana Inc. will account for 45% of Cano
Health's enrollees, with UnitedHealth accounting for 18% and Anthem
12%. S&P believes the close relationship with the major managed
care companies provides some stability and predictability to
revenues.

Still, the $600 million acquisition of University Health Care is
Cano Health's largest ever. The company will fund the acquisition
with $540 million in cash (on-hand cash and proceeds from the $295
million add-on term loan B) and $60 million in equity. S&P said,
"While we believe that the integration of University Health Care
should go smoothly, given Cano Health's growing track record of
mergers and acquisitions (M&A) execution, we believe there is
moderately increased risk in integrating such a large operation as
well as the possibility of further smaller acquisitions in the near
term."

A longer track record of M&A and cash flow generation is needed for
another upgrade. The company has a limited track record of
profitability and cash flow generation, partially due to its high
level of acquisition activity and related transaction charges. Key
to the company's long-term success will be management's ability to
control health care costs for its enrollees, especially as it
rapidly expands and enters new markets. Aided by the University
Health Care acquisition, the company is projected to significantly
increase its revenues to $1.4 billion-$1.5 billion from $829
million in 2020. Still, S&P projects Cano Health's profitability
will grow materially starting in 2021 due to the company's
increasing scale and efficiencies, with projected adjusted EBITDA
margins in the 6% area and for annual funds from operations (FFO)
to be about $50 million.

S&P said, "Our stable outlook reflects our expectation that Cano
Health will continue to expand its presence in the fast-growing
Medicare Advantage market, improve its margins as it benefits from
leveraging its increased size and scale, and that its adjusted debt
leverage will steadily decline to the near-5x area over the next
two years. We also project cash flows will steadily improve over
the same period, leading to the company's growing track record of
execution."

S&P could consider a downgrade if:

Cano Health adopts a more aggressive acquisition strategy,
resulting in adjusted leverage significantly over 5x longer term
Operational missteps result in a deterioration of margins and
EBITDA, leading to weak FFO and free cash outflows.
S&P could consider a higher rating if:

-- The company continues its successful execution of its expansion
program, with steadily improving EBITDA margins and integration of
acquired operations

-- Adjusted debt leverage declines to under 5x longer term,
despite an active acquisition program

-- Adjusted FFO to debt above 12%, combined with consistent
positive free cash flow generation.



CARLSON TRAVEL: Fitch Lowers Issuer Default Rating to 'C'
---------------------------------------------------------
Fitch Ratings has downgraded Carlson Travel, Inc's (CWT) Issuer
Default Rating (IDR) to 'C' from 'CCC'. Fitch also downgraded CWT's
senior secured revolver and 10.5% New Money senior secured notes to
'CCC/RR1' from 'B/RR1', downgraded CWT's EUR and USD senior secured
notes due 2025 to 'C/RR4' from 'CCC+/RR3', and downgraded CWT's
third-lien notes due 2026 and the senior unsecured stub notes due
2027 to 'C/RR6' from 'CC/RR6'.

The downgrades reflect CWT's missed interest payment on its second
lien and third lien senior secured notes and the consequent 30-day
grace period before nonpayment constitutes an event of default
under the indenture governing these instruments. Subsequently, CWT
entered into a forbearance agreement related to June 15, 2021
missed interest payments on its second lien and third lien senior
secured notes. The company is engaged in discussions with a
majority of its lenders and bondholders to negotiate an agreement
for a more comprehensive transaction.

KEY RATING DRIVERS

Difficult De-levering Path: Fitch forecasts EBITDA to remain
negative through FY21 as corporate travel is slower to recover than
leisure travel, despite meaningful cost cutting efforts by the
company. The 2020 transactions added $260 million of new permanent
debt to the balance sheet and Fitch forecasts debt to increase
further in FY21 via revolver draws. CWT's de-levering path hinges
primarily on EBITDA recovering, and Fitch would need to see more
evidence of sustainable, increased traveler volumes to increase its
confidence level in CWT's EBITDA trajectory.

Business Travel Industry: Fitch anticipates business travel to
rebound at a slower pace relative to leisure travel. However,
despite increased telework options and reduced business travel in
the short term, Fitch expects an eventual return in the majority of
corporate travel demand. The agency assumes somewhat normalized
volumes by 2024, but with some cannibalization and reduced T&E
budgets as a result of successful virtual/remote meetings during
the initial stages of the pandemic.

Traditionally, the business travel industry has a moderate degree
of cyclicality, due to demand volatility stemming from economic
cycles or external shocks. The business travel industry is
fragmented, with many companies still retaining operations
in-house, though CWT is one of the largest competitors along with
American Express Global Business Travel.

Solid Diversification: CWT is well-diversified from a geographic,
customer and contract type perspective, helping to moderate an
impact from cyclical travel pressures. A majority of revenue is
generated in the Americas and EMEA, with a growing presence in
Asia. No single customer comprises a meaningful portion of total
revenue and CWT's business clients are also diversified across
industries.

The company structures its contracts as either transaction
fee-based (roughly two-thirds of client revenue) or management
fee-based, with the latter somewhat supporting cash flows in the
event of travel volume declines. Positively, CWT has exposure to
government and military travel, which is recovering at a faster
pace than corporate travel.

Agile Operating Model: A majority of CWT's operating costs are
staff, which it monitors regularly and can adjust quickly to
changes in travel volumes. This has helped reduce the intense cash
burn stemming from the coronavirus pandemic. In 2009, CWT was able
to cut roughly 17% of its workforce, while revenue and EBITDA
declined by slightly less (on constant currency basis). This
resulted in low flow-through to EBITDA and only modest pressure on
margins.

Flowthrough during the coronavirus pandemic has been in the 40%-50%
range, slightly higher than some of its asset light travel peers. A
number of other operating costs are variable, including fees to
credit card companies, online travel agencies and suppliers.
Certain capex spending related to software development can also be
delayed during periods of stress.

DERIVATION SUMMARY

CWT is a global operator in business travel management services
with historically moderate leverage. Its closest peer is Amex GBT
(NPR) which operates in the same travel vertical. The closest
Fitch-rated public peer is Expedia Inc. (BBB-/Negative), which
provides business-to-consumer travel services primarily to
individuals and is more exposed to leisure travel.

Fitch expects leisure travel to see a stronger recovery through
2024 relative to corporate travel. Expedia has significantly larger
scale, which had excess of $100 billion gross travel bookings and
$1 billion in annual FCF during 2019, while it also has a
long-established track record of adhering to a below 2.0x gross
debt/EBITDA target.

Travelport and Sabre GLBL are also peers that operate in the global
distribution system (GDS) business. Long term, Fitch feels the
disintermediation risk of GDS companies from the travel funnel is
greater than business travel management companies, with the latter
offering high value-add services to corporate clients.

KEY ASSUMPTIONS

-- Traffic volumes decline 85%, 40%, 20%, and 10% from fiscal
    years 2021-2024, respectively, relative to 2019. These
    assumptions are consistent with Fitch's view of the broader
    corporate travel industry given the ongoing pressures related
    to the pandemic;

-- Adjusted EBITDA remains negative in FY21. Given the structural
    savings in CWT's cost base, Fitch forecasts EBITDA margins
    reaching 14% once travel demand begins to normalize (compared
    to approximately 15% historically). Annual restructuring
    charges related to labor cuts, which are added back to EBITDA,
    begin to decline in 2022;

-- Meaningful reduction in capex as certain software development
    programs are delayed. Fitch assumes no cash flow benefit from
    governmental payroll assistance programs given the uncertainty
    around the sustainability of such programs.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that CWT would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim, and has assumed the $150
million revolver to be fully drawn at the time of recovery.

Fitch estimates going-concern EBITDA in a scenario in which default
may be caused by deep cyclical pressures, resulting in prolonged
cash burn. Under this scenario, Fitch estimates a going-concern
EBITDA of roughly $130 million, which is lower than the agency's
forecasted 2022 EBITDA and about 10% lower than the previous
going-concern EBITDA to reflect persistent weakness in business
travel. This decline in EBITDA from the December 2019 peak is worse
than CWT's performance during the last recession, reflecting the
prolonged operating weakness in corporate travel and potential for
some degree of cannibalized travel volumes due to proliferation of
remote/virtual meetings.

Fitch assumes a going-concern recovery multiple of 6.0x for CWT.
This is slightly above Travelport's 5.0x recovery multiple assumed
by Fitch, as the agency feels that the long-term disintermediation
risk is lower for travel management companies compared with GDS
companies. There are limited public transaction multiples in the
travel services industry, though CWT's recovery multiple is lower
than acquisition multiples for Travelport in 2018 (11.0x) and
Orbitz Worldwide in 2015 (10.3x).

In terms of priority ranking for the collateral, the revolver and
new money notes rank super senior, though the new money notes rank
second relative to the revolver. The new secured EUR FRN and USD
notes rank next in line behind the revolver and new money notes.
Lastly, the new third-lien notes rank behind all of the above debt.
The stub portions of the prior capital structure are all now
expressly subordinated relative to the entire new capital structure
and have been stripped of their collateral and guarantees.

RATING SENSITIVITIES

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

-- Resolution of the interest nonpayment within the grace period,
    ultimately without the use of a distressed debt exchange
    (DDE).

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

-- Commencement of a DDE;

-- Announcement that the issuer entered into bankruptcy filings,
    administration, receivership, liquidation or other formal
    winding-up procedure, or otherwise ceased business.

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

CWT had $169 million in cash and its $150 million was undrawn as of
Dec. 31, 2020, the last publicly available financial statements.
The revolver matures in 2024 and the nearest maturity after that is
not until 2025.

ISSUER PROFILE

Carlson Travel, Inc. is a travel management company, competing with
peer American Express Global Business Travel. Through its online
and offline offerings, CWT offers management, reservations and
booking services to a large number of corporate and government
clients.


CENGAGE LEARNING: S&P Rates New $1.25BB Term Loan B 'B'
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Cengage Learning Inc.'s proposed $1.25 billion
term loan B due 2026. The '2' recovery rating indicates its
expectation for substantial (70%-90%; rounded estimate: 70%)
recovery in the event of a payment default. Cengage Learning Inc.
is the borrower of its parent's, Cengage Learning Holdings II Inc.,
debt.

The company plans to use the proceeds from this term loan and other
secured debt to refinance its existing term loan B due June 2023
and pay related fees and expenses. As of Dec. 31, 2020, Cengage had
$1.633 billion of term loans outstanding. S&P said, "We expect to
rate the company's other secured debt once it announces the
transactions. In addition, we expect to withdraw our ratings on its
existing term loan debt after the proposed transactions close."

S&P said, "We view the proposed transaction as leverage neutral but
anticipate it will improve Cengage's near-term liquidity profile.
Following the close of the transaction, we believe the company will
look to address its $620 million 9.5% senior unsecured notes due
2024 to avoid triggering the 90-day springing maturity on its term
loan B. Cengage's other debt includes a $206.5 million asset-based
lending (ABL) revolving credit facility due 2023.

"All of our other ratings on Cengage, including our 'B-' issuer
credit rating and stable outlook, are unchanged. Our ratings
reflect the continued improvement in the company's credit metrics
supported by the increase in its EBITDA as it reduces its cost base
as part of its digital transformation. We expect Cengage to have
sufficient liquidity, including $458 million of cash on hand, $100
million of availability under the undrawn revolver at transaction
close, and over $200 million of internally generated cash flows, to
meet its debt obligations and business investment needs over the
next 12-18 months. We forecast the company's adjusted debt to
EBITDA will decline to the mid- to high-7x area and estimate its
S&P Global Ratings-adjusted free operating cash flow to debt will
be about 6% in fiscal year 2022."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates a payment default
occurring in 2023 due to a confluence of factors, including high
debt service costs, sharp revenue declines due to its inability to
stem market share losses from used and rental books and online
piracy, and poor adoption of its online solutions.

-- Cengage Learning Inc. is the borrower of the company's debt.
Its debt is guaranteed by its material domestic subsidiaries.

-- The company's borrowing under the ABL is governed by a
borrowing base and secured by a first-priority lien on most of
Cengage's assets, such as its cash, accounts receivable, and
inventory, and a second-priority lien on its other assets. The term
loan is secured by a first-priority lien on its other assets and a
second-priority lien on its working capital assets.

-- S&P views the secured debt as senior to the company's unsecured
debt, which doesn't benefit from the collateral liens. However,
given the 65% stock pledge limitation on first-tier foreign
subsidiaries, it expects some dilution of the term loan recoveries
from the unsecured noteholders' claims.

-- S&P believes the company would reorganize in the event of a
payment default given the importance of its products and services,
its well-established author and client relationships, its good
educational courseware publishing expertise, and its good student
adoption.

Simulated default assumptions

-- Simulated year of default: 2023
-- EBITDA at emergence: About $240 million
-- EBITDA multiple: 6x
-- ABL revolving credit facility is 60% drawn at default
-- Obligor/nonobligor valuation split: 85%/15%

Simplified waterfall

-- Net enterprise value (after administrative costs): About $1.4
billion

-- ABL revolver debt claims: About $129 million

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

-- Secured first-lien debt: About $1.6 billion

    --Recovery expectations: 70%-90% (rounded estimate: 70%)

-- Unsecured debt: About $650 million

    --Recovery expectations: 0%-10% (rounded estimate: 5%)

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



COCRYSTAL PHARMA: All Six Proposals Approved at Annual Meeting
--------------------------------------------------------------
The 2021 Annual Meeting of Stockholders of Cocrystal Pharma, Inc.
was held at which the stockholders:

   (i) elected Dr. Phillip Frost, Mr. Roger Kornberg, Mr. Steven
       Rubin, Dr. Anthony Japour, and Mr. Richard C. Pfenniger,
Jr.
       as directors for a one-year term expiring at the next
annual
       meeting of stockholders;

  (ii) ratified the appointment of Weinberg & Company as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2021;

(iii) approved an amendment to the Certificate of Incorporation of

       the Company to increase the number of shares of common stock

       the Company is authorized to issue from 100,000,000 shares
to
       150,000,000 shares;

  (iv) approved an amendment to the Cocrystal Pharma, Inc. 2015
       Equity Incentive Plan to increase the number of shares of
       common stock authorized for issuance under the 2015 Plan
from
       5,000,000 to 10,000,000 shares;

   (v) approved on a non-binding advisory basis the compensation
       of the Company's named executive officers; and

  (vi) approved on a non-binding advisory basis a yearly frequency
       with which the stockholders shall vote to approve executive

       compensation.

As there were sufficient votes to approve proposals 1 through 6,
proposal 7 (a proposal to adjourn the 2021 Annual Meeting to a
later date or time, if necessary, to permit further solicitation
and vote of proxies if there are not sufficient votes at the time
of the Annual Meeting to approve any of the proposals presented for
a vote at the 2021 Annual Meeting, all as described in more detail
in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on April 26, 2021) was moot.

                      About Cocrystal Pharma

Headquartered in Creek Parkway Bothell, WA, Cocrystal Pharma, Inc.
-- http://www.cocrystalpharma.com-- is a clinical stage
biotechnology company discovering and developing novel antiviral
therapeutics that target the replication machinery of influenza
viruses, hepatitis C viruses, noroviruses, and coronaviruses.

Cocrystal Pharma reported a net loss of $9.65 million for the year
ended Dec. 31, 2020, compared to a net loss of $48.17 million for
the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the Company had
$54.24 million in total assets, $1.74 million in total liabilities,
and $52.50 million in total stockholders' equity.


CP HOLDINGS: Files for Chapter 11, Tor Asia Named Lead Bidder
-------------------------------------------------------------
Texas-based assisted living chain CP Holdings LLC sought Chapter 11
protection in Delaware bankruptcy court with plans to sell the
assets to lender Tor Asia Credit Master Fund LP, absent higher and
better offers.

To finance the Chapter 11 case and sale process, Tor Asia has
agreed to provide a $1.5 million debtor-in-possession loan
facility, with the potential to increase the facility to $3.0
million total.

The Debtors and Tor negotiated an asset purchase agreement pursuant
to which Tor will credit bid all of its secured claims arising
under the DIP Loan and $14,935,003 of its secured claims arising
under the Credit Agreement as consideration for substantially all
of the assets of Debtors CP Holdings and Pacrim, subject to higher
and better offers through a marketing process conducted by the
Debtors' investment banker Anderson LeNeave & Co.

The Company's business is focused on developing and operating
rural-based aged-care assisted living and memory care facilities in
Alabama and Texas. Ten of the non-debtor subsidiaries operate
facilities under the Company's controlled brand "Country Place
Senior Living." In addition, the Debtors have a minority interest
in one County Place Senior Living operating facility as well an
additional one that is under construction.

As of the Petition Date, the Company's liabilities total
$83,006,256, of which $66,430,256 is owing under the Guarantee of
First Lien Term Loan Facility.

            Resolution of Disputes with TOR Asia

Weinsweig Advisors' Marc Weinsweig, designated as independent
manager of the Debtors, explains that the Debtors are each
guarantors under a credit agreement dated July 11, 2017, between CP
Global, Inc., as borrower, CP Assets Limited, as the Cayman special
purpose vehicle, the guarantors party thereto, and Tor, as lender.
Pursuant to the Credit Agreement, Tor loaned $29,500,000 to
non-debtor CP Global.

The Loan is guaranteed by several CP Global affiliates, including
the Debtors, several non-Debtor subsidiaries of the Debtors, and
Guy Kwok-Hung Lam, and is secured by, among other things, the
equity interests owned by each Debtor in their respective
subsidiaries. Lam was CP Global's sole director at the time the
Credit Agreement was entered into.

During the term of the Credit Agreement, the Loan Parties
repeatedly defaulted on their payment and covenant obligations. For
example, the Third Amendment states that the Loan Parties failed to
(i) repay the Loan in full on the maturity date, (ii) make several
required interest payments and (iii) honor certain covenants,
including guaranteeing a loan provided by another lender to an
affiliate of CP Global and incurring liens on certain property in
violation of covenants specific to Lam's conduct as personal
guarantor of the Credit Agreement. CP Global acknowledged the
occurrence of each of these defaults in the Recitals to the Third
Amendment.  Pursuant to the Third Amendment, CP Global was required
to either remit certain payments to further extend the maturity
date or repay the outstanding balance by the December 31, 2019
maturity date.

Tor has advised that CP Global failed to make the requisite
payments and, without further notice, an event of default under the
Credit Agreement occurred.

On April 15, 2020, pursuant to the Loan Documents and as a result
of the outstanding Events of Default thereunder, Tor exercised
certain remedies, including, inter alia, appointing receivers to CP
Global and voting the stock of certain of its guarantor affiliates
to replace the managers of the guarantor affiliates with Tim
Dragelin from FTI Consulting, Inc., including each of the Debtors.
Following Tor's exercise of remedies, Lam filed lawsuits against
Tor in Texas and New York and Tor filed a bankruptcy petition
against Lam in Hong Kong. Lam asserts claims in the Texas action
against Andrew Oksner, the Debtors' president.

On June 10, 2021, Tor provided the Debtors with a notice demanding
repayment of their guarantee obligations and with a notice of its
intent to foreclose on the Debtors' collateral securing the Loan.
Tor, however, agreed to forbear through and including June 20, 2021
to support the Debtors' reorganization efforts, including a sale of
their assets pursuant to Section 363 of the Bankruptcy Code to
maximize value for all stakeholders.

The assets subject to the Tor APA consist of CP Holdings' and
Pacrim's assets and membership interests in each of their direct
subsidiaries. Because Tor intends to purchase the membership
interests in CP Holdings' and Pacrim's subsidiaries, Tor will
assume all the liabilities of such entities, and Tor will also
assume certain liabilities of the Debtors.  As such, a sale will
not negatively impact the business operations of the Company's
subsidiaries

Moreover, the Chapter 11 cases are intended to resolve any and all
disputes regarding Lam's challenges to Tor's secured claims and its
exercise of remedies. Such resolution will accrue to the benefit of
the Debtors and their stakeholders, and allow the Debtors to focus
on operating their business without the cost and distraction of the
currently pending litigation against Tor and Oksner. I believe the
contemplated transaction is in the best interest of the Debtors,
their estates, and their stakeholders, including the residents at
the Company's facilities

                    About CP Holdings LLC

CP Holdings LLC is a Texas-based assisted living facility founded
in 2007.  CP Holdings and affiliate Pacrim U.S. LLC sought Chapter
11 protection (Bankr. D. Del. Case No. 21-10950 and 21-10949) on
June 20, 2021.  In its petition, CP estimated assets of between $10
million and $50 million and estimated liabilities of between $50
million and $100 million.  The case is handled by Honorable Judge
Laurie Selber Silverstein.  Patrick J. Reilley of Cole Schotz P.C.
is the Debtors' counsel.



CP HOLDINGS: Gets Initial Chapter 11 Loan Okayed by Court
---------------------------------------------------------
Law360 reports that the owner of a chain of assisted living
facilities, CP Holdings LLC, received court approval Wednesday,
June 23, 2021, from a Delaware bankruptcy judge to tap into a
portion of a Chapter 11 loan that will be used to cover the initial
costs of its bankruptcy case.

During a virtual hearing, CP Holdings LLC attorney Felice R. Yudkin
of Cole Schotz PC said the debtor-in-possession financing being
provided by prepetition lender Tor Asia Credit Master Fund LP was
necessary to pay the professional fees the debtor anticipated
incurring in the initial weeks of its Chapter 11 case, since its
normal cash position had been reduced.

                       About CP Holdings LLC

CP Holdings LLC is a Texas-based assisted living facility founded
in 2007.  CP Holdings and affiliate Pacrim U.S. LLC sought Chapter
11 protection (Bankr. D. Del. Case No. 21-10950 and 21-10949) on
June 20, 2021. In its petition, CP estimated assets of between $10
million and $50 million and estimated liabilities of between $50
million and $100 million. The case is handled by Honorable Judge
Laurie Selber Silverstein. Patrick J. Reilley of Cole Schotz P.C.
is the Debtors' counsel.





CZHA LLC: Public Auction Set for August 17
------------------------------------------
Redwood BPL Holdings Inc. ("secured party") will offer for sale at
a public auction on Aug. 17, 2021, at 2:00 p.m. (EST), at the
office of Thompson & Knight LLP, located at 900 Third Avenue, 20th
Floor, New York, New York 10022, all member and other equity
interests in and to CZHA LLC ("debtor"), which owns the real
property located at 105 Centre Island Road, New York 11771 in
accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York.

Video conference on Cisco WebEx remote meeting can be accessed at
https://bit.ly/TKCZHACUCC, Access Code: 182-082-3692, Password:
CZHACUCC (29422822 from phones and video systems), and call-in
number: 1-415-655-0001.

The sale will be conducted by:

     Matthew D. Mannion
     Mannion Auctions LLC
     Tel: (212) 267-6698

Interested parties who intend to bid on the collateral must contact
the secured party's counsel:

     Evelyn H. Seeler, Esq.
     Thompson & Knight LLP
     900 Third Avenue, 20th Floor
     New York, New York 10022
     Tel: (212) 751-3281
     E-mail: evely.seeler@tklaw.com


DALLAS REAL ESTATE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Dallas Real Estate Investors, LLC
        13901 Midway Road
        Suite 102
        Dallas, TX 75244

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

Chapter 11 Petition Date: June 22, 2021

Court: United States Bankruptcy Court
       Northern District of Texas

Case No.: 21-41488

Judge: Hon. Edward L. Morris

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  1412 Main Street, Suite 500
                  Dallas, TX 75202
                  Tel: (972) 503-4033
                  E-mail: joyce@joycelindauer.com
       
Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy Barton, president.

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/PMR7HEI/Dallas_Real_Estate_Investors_LLC__txnbke-21-41488__0001.0.pdf?mcid=tGE4TAMA


DAVIDSTEA INC: U.S. Recognition for CCAA Case Entered
-----------------------------------------------------
DAVIDsTEA Inc. ("DAVIDsTEA" or the "Company"), a leading tea
merchant in North America, on June 17 disclosed that it has
obtained an order (the "Recognition Order") from the United States
Bankruptcy Court for the District of Delaware recognizing a
sanction order (the "Sanction Order") issued by the Quebec Superior
Court, all in connection with DAVIDsTEA's plan of arrangement (the
"Plan of Arrangement") under the Companies' Creditors Arrangement
Act ("CCAA"). The Recognition Order was issued under Chapter 15 of
the United States Bankruptcy Code.

DAVIDsTEA will now fund PricewaterhouseCoopers ("PwC"), the
Court-appointed Monitor in the CCAA proceedings, with approximately
CDN $18 million for distribution to the creditors of DAVIDsTEA and
of DAVIDsTEA (USA) Inc., its wholly-owned U.S. subsidiary, in full
and final settlement of all claims affected by the Plan of
Arrangement. The funding of PwC will complete DAVIDsTEA's legal
obligations under the Plan of Arrangement.

As previously announced, the Plan of Arrangement was approved on
June 11, 2021 by the creditors of DAVIDsTEA and of DAVIDsTEA (USA)
Inc., respectively.

PwC is acting as Court-appointed Monitor in the CCAA proceedings.
All documents relating to the CCAA proceedings are available at
www.pwc.com/ca/davidstea. The Company will continue to provide
updates throughout the CCAA restructuring process as events
warrant.

                        About DAVIDsTEA

DAVIDsTEA (Nasdaq:DTEA) is a leading branded retailer and growing
mass wholesaler of specialty tea, offering a differentiated
selection of proprietary loose-leaf teas, pre-packaged teas, tea
sachets and tea-related gifts and accessories on our e-commerce
platform at http://www.davidstea.com/and through 18 Company-owned
and operated retail stores in Canada.  A selection of DAVIDsTEA
products is also available in more than 2,500 grocery stores and
pharmacies across Canada.  The Company is headquartered in
Montreal, Canada.

DAVIDsTEA Inc. filed a petition under the Companies' Creditors
Arrangement Act (“CCAA”). The Superior Court of Québec granted
the petition and issued an Initial Order pursuant to the CCAA on
July 8, 2020.  PricewaterhouseCoopers Inc., was appointed as
monitor and receiver for the Debtor's assets.

DAVIDsTEA Inc., through PwC, filed a Chapter 15 petition (Bankr. D.
Del. Case No. 1:20-bk-11802) in Delaware in the U.S., on July 8,
2021, to seek U.S. recognition of its CCAA case.  The Hon. John T
Dorsey is the case judge.

The U.S. counsel:

        Mary Caloway
        Buchanan Ingersoll & Rooney PC
        Tel: 302-552-4209
        E-mail: mary.caloway@bipc.com



DCP MIDSTREAM: Moody's Hikes CFR to Ba1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded DCP Midstream, LP's Corporate
Family Rating to Ba1 from Ba2, Probability of Default Rating to
Ba1-PD from Ba2-PD and perpetual preferred units ratings to Ba3
from B1. Moody's also upgraded the rating on the debt obligations
of DCP Midstream Operating LP, including the senior unsecured notes
to Ba1 from Ba2 and the junior subordinated notes to Ba2 from B1.
The Speculative Grade Liquidity Rating was changed to SGL-2 from
SGL-3. A stable outlook was assigned to DCP Midstream, LLC. The
outlook is stable for DCP and DCP Midstream Operating, LP.

"The upgrade reflects continued improvement in DCP's credit metrics
and our expectation the company will further reduce debt with
positive free cash flow," stated James Wilkins, Moody's Vice
President. "DCP has generated positive free cash flow despite the
downturn in US oil & gas production in 2020, after cutting spending
and its distribution."

The following summarizes the ratings activity.

Upgrades:

Issuer: DCP Midstream Operating LP

Senior Unsecured Notes, Upgraded to Ba1 (LGD3) from Ba2 (LGD3)

Senior Unsecured Shelf, Upgraded to (P)Ba1 from (P)Ba2

Issuer: DCP Midstream, LLC

Junior Subordinated Notes, Upgraded to Ba2 (LGD6) from B1 (LGD6)

Senior Unsecured Notes, Upgraded to Ba1 (LGD3) from Ba2 (LGD3)

Issuer: DCP Midstream, LP

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

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

Corporate Family Rating, Upgraded to Ba1 from Ba2

Preferred Stock, Upgraded to Ba3 (LGD6) from B1 (LGD6)

Outlook Actions:

Issuer: DCP Midstream Operating LP

Outlook, Remains Stable

Issuer: DCP Midstream, LP

Outlook, Remains Stable

Issuer: DCP Midstream, LLC

Outlook, Assigned Stable

RATINGS RATIONALE

The upgrade in the CFR to Ba1 reflects improvement in DCP's credit
metrics, improving oil & gas industry fundamentals that will
support free cash flow generation and financial policies supportive
of debt reduction and the Ba1 rating. Moody's expects the company's
free cash flow generation to grow in 2021, benefiting from
operating and capital spending cuts made in 2020 as well as a 50%
cut in the distribution to common unitholders. The rebound in
commodity prices and US economic activity will result in higher
drilling activity by exploration and production companies,
increased oil & gas production and improving free cash flow. In
2021, DCP will benefit from a full year of operations from
facilities completed in 2020. For 2021, DCP has guided that it
plans to spend a modest $25 - $75 million on growth projects. Many
of its major existing assets generally have the capacity to handle
higher volumes, allowing it to grow earnings without the need for
major growth capital expenditures. The company has $500 million of
notes maturing in September 2021 that it plans to repay with cash
and revolver borrowings at the end of June, which combined with
improving earnings will lower its leverage.

DCP has relatively stable cash flow associated with fee-based
businesses, meaningful scale in the US gathering and processing
sector and basin diversification. Cash flow stability benefits from
a combination of fee-based and hedged revenue that will account for
almost 90 percent of the 2021 gross margin and long-term
contractual arrangements with minimum volume commitments or life of
lease or acreage dedications. DCP enjoys economies of scale as a
large processor of natural gas and natural gas liquids (NGLs) with
integrated gathering & processing as well as logistics assets that
transport and process hydrocarbons from the wellhead to markets. It
has a diversified portfolio with critical mass in three key areas
-- the DJ Basin, Midcontinent region and Permian Basin -- that
offers growth opportunities and helps offset regulatory risk in
Colorado. The rating and business profile are tempered by inherent
commodity price risk as well as MLP model risks with high payouts
and the reliance on debt and equity markets when funding large
growth projects. However, the 50% reduction in distributions in
March 2020 and lower growth spending has resulted in DCP generating
positive free cash flow and the flexibility to repay debt or
internally fund larger growth projects. The rating also considers
the support that the parents – - Phillips 66 (A3 negative) and
Enbridge Inc. (Baa1 stable) -- have historically provided.

DCP has good liquidity as indicated by its SGL-2 Speculative Grade
Liquidity Rating. Its liquidity is supported by funds from
operations and $1.3 billion of availability (net of $10 million of
letters of credit and $58 million of borrowings as of March 31,
2021) under its $1.4 billion revolving credit facility that matures
December 9, 2024. The revolver has a maximum leverage (net
debt/EBITDA) covenant (5.0x; debt/EBITDA is adjusted for partial
year EBITDA for capital projects and acquisitions). Moody's expects
DCP will remain in compliance with its financial covenant at least
through 2022. The company also borrows under an accounts receivable
securitization facility that had $797 million of receivables that
secured $350 million of borrowings as of March 31, 2021. DCP will
repay on June 30, 2021, the $500 million notes due September 2021
using cash balances and revolver drawings. The next debt maturity
will be the $350 million of notes due April 2022.

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

While Moody's do not expect the ratings to be upgraded in the
near-term, the ratings could be upgraded if DCP's EBITDA continues
to grow, debt to EBITDA remains below 4.0x on a sustained basis and
distribution coverage remains above 1.3x. When calculating credit
metrics for purposes of assessing the potential of a ratings
upgrade, a portion of DCP's subordinated debt and preferred equity
will be included in Moody's adjusted debt. The CFR could be
downgraded if leverage exceeds 4.5x or it does not maintain a
distribution coverage ratio greater than 1x.

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

DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly
traded, gathering and processing MLP. The DCP Midstream, LP common
LP units are owned by the public (43%) and the balance of the
common units and General Partner interest is owned by DCP
Midstream, LLC, a 50%/50% joint venture between Phillips 66 and
Enbridge Inc.


DEALER TIRE: Moody's Affirms B2 CFR Amid Dent Wizard Acquisition
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dealer Tire, LLC,
including the corporate family rating at B2, the probability of
default rating at B2-PD, the senior secured rating at B1 and the
senior unsecured rating at Caa1. The outlook remains negative.

The rating affirmation reflects the steadily improving end markets
since spring of 2020 and expectations for a continued favorable
environment, yet several key metrics are weaker than expected
including financial leverage and margins. The strong demand should
drive meaningful near-term improvement in operating results. Yet it
remains to be seen if Dealer Tire can achieve the margins expected
with the Dent Wizard acquisition and achieve sufficient profits and
cash flow to bring leverage in line with Moody's long term
expectations.

RATINGS RATIONALE

Dealer Tire's ratings reflect a unique business model serving the
automotive dealer channel with exclusive, long-term relationships
with many premium-brand auto manufacturers and a wide distribution
network. The ratings also consider relatively high customer and
supplier concentrations with its top three customers (automotive
OEMs) and suppliers (tire manufacturers) representing about half of
Dealer Tire's (excluding Dent Wizard) total tire revenues and
purchases, respectively. These concentrations expose the company to
potential shifts in industry dynamics as well as further
disruptions at its suppliers.

As demand conditions are solid, Moody's expects Dealer Tire's
revenue to grow in the low-teens range in 2021. Production issues
at tire manufacturers and rising raw material costs, and challenges
integrating Dent Wizard services could create some demand
volatility in the second half of 2021.

However, restoration of EBITDA margins in 2021 to recent historical
levels above 10% will be dependent on the company's ability to
effectively execute on strong demand at the dealership channel
while managing softness in the auction and rental channels.
Demonstrating a successful ramp up in operations to profitably
support an increase in free cash flow generation and leverage
reduction is an important consideration of Dealer Tire's overall
credit profile.

Once demand conditions stabilize, Moody's anticipates some
acquisitions at Dent Wizard, which had been active with small
acquisitions given the fragmented market. Dent Wizard's automotive
reconditioning services are a higher margin business compared to
Dealer Tire and could provide accretive earnings, although
elevating integration risk.

Moody's expects Dealer Tire's liquidity to be adequate through
2022. Cash as of March 31, 2021 was $137 million plus $225 million
revolving credit facility due 2023 which is fully available.
Moody's expects Dealer Tire's free cash flow to be modestly
positive in 2021 as the company normalizes its capital expenditures
and incurs some deferred cash costs from 2020, before meaningfully
improving in 2022. The revolver maintains a springing maximum first
lien net leverage covenant of 7.75x when more than 35% is utilized.
Moody's does not anticipate utilization of the revolver over the
next several quarters, drawing on the cash to fund near term cash
burn with inventory build ahead of the peak sellout period.

In terms of corporate governance, Dealer Tire is majority owned by
Bain Capital, but the founding Mueller family continues to hold a
substantial minority interest. Moreover, two family members hold
senior executive positions within the company, which creates both
governance issues as well as key man risks.

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

The ratings could be downgraded if Dealer Tire is unable to
maintain EBITDA margin above 10% or demonstrate a trajectory to
reduce leverage towards a mid-6x debt/EBITDA by 2022. A lower
rating could also result if the company's liquidity position
deteriorates through higher levels of cash consumption during 2021
or expected pressure in meeting its financial covenant. A downgrade
could also result from changing industry dynamics that result in
falling market share from the loss of a key customer or supplier.

Inability to demonstrate sharply improved margins, free cash flow
and debt-to-EBITDA over the next several quarters could result in a
negative rating action.

The ratings are unlikely to be upgraded in the near term. Over
time, the ratings could be upgraded if the company grows profitably
with higher than historic margins demonstrating the effective
integration of Dent Wizard, and debt/EBITDA expected to be below a
high 4x level and EBITA/interest expense above 3x. The expectation
for continual generation of moderately positive free cash flow,
maintenance of a good liquidity profile and a less aggressive
financial policy could also support a higher rating.

The following rating actions were taken:

Affirmations:

Issuer: Dealer Tire, LLC

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured 1st Lien Bank Credit Facility, Affirmed B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1, to (LGD5)
from (LGD6)

Outlook Actions:

Issuer: Dealer Tire, LLC

Outlook, remains Negative

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

Dealer Tire, LLC, headquartered in Cleveland, Ohio, is engaged
primarily in the business of distributing replacement tires through
alliance relationships with automobile OEMs and their dealership
networks in the US. Through its Simple Tire platform, the company
is engaged in the distribution of tires through the e-commerce
channel. Dent Wizard is a leading provider of automotive
reconditioning services and vehicle protection products. Dealer
Tire is majority owned by Bain Capital since 2018 and generated
about $2.4 billion in revenue for the twelve month period ending
March 31, 2021.


EASTERN POWER: Moody's Lowers Sr. Secured Credit Facility to B1
---------------------------------------------------------------
Moody's Investors Service downgraded Eastern Power, LLC's senior
secured credit facility to B1 from Ba3. The rating outlook has been
revised to negative from stable.

RATINGS RATIONALE

The rating action considers the revenue and cash flow impact from
significantly reduced regional capacity prices in both of the New
York Independent System Operator (NYISO) and Pennsylvania-New
Jersey-Maryland Interconnection (PJM Interconnection, L.L.C., PJM,
Aa2 stable). Reduced capacity revenue will pressure Eastern Power's
future financial performance and lower cash flow generation,
limiting ability to reduce leverage over the near-term. As a
portfolio of primarily peaking assets, Eastern Power's exposure to
regional capacity prices is material, and the substantial decline
in these capacity will weaken its ability to generate free cash
flow, increasing refinancing risk for the term loan due October
2025. Uncertainty around the pricing outlook for regional capacity
prices in the 2022 (NYISO) and 2023 (PJM) timeframe are
considerations for the negative outlook.

The capacity price decline in NYISO Zone J has been extreme. Summer
2021 capacity prices have cleared at approximately $5.50 kW-month
compared to $18.30 kW-month during the summer of 2020. The decline
in pricing was primarily driven by determinations made by the
NYISO, including the reduction of the Locational Capacity
Requirement (LCR) beginning May 2021 to 80.6% from 86.6% and a
reduction in regional forecasted peak load. The NYISO's rationale
for the reduction to these parameters include increased temporary
transmission capability into New York City due to a change in
ConEd's operating procedures for managing the bulk transmission
system feeding into Zone J and lower actual load requirements in
2020 owing to Covid-19 restrictions.

As a result, Moody's expect Eastern Power's capacity revenue in
2021 to decline by about one-third to a range of $220-240 million
from approximately $350 million in 2020 causing its key leverage
metrics, including debt-to-EBITDA to increase to approximately 8
times during 2021 from 4.3 times in 2020 and project cash from
operations to adjusted debt to decline to 2% from 13% over the same
two periods. Because of the lower NYISO related revenues and cash
flow plus ongoing need for funding capital and maintenance
programs, there is no meaningful debt reduction anticipated under
Eastern Power's term loan facility in 2021. The balance under the
term loan is currently around $1,173 million.

While an expected improvement in NYISO Zone J capacity prices is
anticipated beginning in 2022, the extent of the capacity price
recovery is uncertain. Any capacity pricing improvement, however,
is likely to be largely offset by a material reduction in PJM
capacity prices for auction year 2022/2023 that begins June 1,
2022. In the most recent capacity auction, capacity prices cleared
at $50/MW-day and $69/MW-day in RTO and ComEd, respectively, the
Locational Deliverability Area (LDA's) where Eastern Power's PJM
assets are located down. These prices are down materially from
$140/MW-day and $196/MW-day, respectively, for auction year
2021/2022. Moody's estimate that the decline in PJM capacity
prices, taken into consideration Eastern Power's hedged capacity
position, will reduce the amount of PJM capacity revenue in 2022 by
$23 million to $74 million for the full year. As such, there is a
possibility that Eastern Power's 2022 cash flow profile may mirror
2021 levels, delaying any debt reduction.

The rating action also recognizes that while cash flow generation
in each of 2018, 2019 and 2020 was quite strong, debt reduction
during that period was relatively modest, as excess cash flow was
used to pay tax related distributions to the partners. For example,
over the 2018-2020 timeframe, cash from operations was very steady
at around $185 million each year. In contrast and notwithstanding
the existence of a 100% excess cash flow sweep mechanism, debt
repayment was much lower at $21 million, $50 million, and $45
million during the same three year period.

Eastern Power's B1 rating is supported by an adequate liquidity
profile that will be enhanced with $65 million of anticipated cash
proceeds relating to the sale of 8 acres of surplus property at the
Astoria Generating Station. Closing of the sale of the surplus
property is anticipated in late 2021. Incorporating proceeds from
the sale, Moody's anticipate Eastern Power's cash position
including cash deposited to support a 6-month debt service reserve
requirement, to exceed $100 million at year-end. The sale of
surplus property at the Astoria site for a meaningful amount
suggests a material property value relating to Eastern Power's New
York City sites.

Prospectively, capacity prices in Zone J are expected to rebound
during 2023 driven by a New York statewide requirement that reduces
the allowable level of nitrogen oxide emission from peaking power
plants and is expected to trigger asset retirements in Zone J. The
limit of allowable level of nitrogen oxide emissions declines
further in 2025, which will likely cause the shutdown of Eastern
Power's plants, Narrows and Gowanus. PJM capacity prices in RTO and
COMED are likely to improve somewhat from the very low levels
recorded in June 2021 during the next scheduled auction result in
December 2021 covering the 2023 /2024 capacity year period.
However, even though electric load is likely to strengthen as the
economy rebounds from COVID, which should bolster results, Moody's
do not anticipate the December 2021 auction result to be
appreciably better the most recent recorded result given the modest
six month timeframe between each auction.

RATING OUTLOOK

The negative outlook considers that cash flows may not again be
sufficient to materially reduce debt until 2023.

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

In light of the negative outlook, there are limited near-term
prospects for the rating to be upgraded. Moody's could change the
outlook to stable if Eastern Power is able to generate sufficient
cash flow to maintain debt-to-EBITDA below 7.5 times and project
cash from operations to adjusted debt of at least 8% on a
sustainable basis.

Eastern Power's rating could be downgraded should debt-to-EBITDA
remain in excess of 8 times and cash from operation to adjusted
debt remain less than 8% beyond 2021.

Eastern Power owns six gas-fired electric generating stations with
a combined generating capacity of approximately 3,800 megawatts
(MWs). Astoria Generating Station (959 MW), Gowanus Turbine
Facility (640 MW) and Narrows Station (352 MW) are all located in
New York City and operate within the Zone J footprint of the New
York Independent System Operator (NYISO). Lincoln Generating
Facility (656 MW), Crete Energy Ventures (328 MW) and Rolling Hills
Generating (850 MW) operate within the confines of the
Pennsylvania-New Jersey-Maryland Interconnection (PJM
Interconnection, L.L.C., PJM, Aa2 stable). Eastern Power is an
affiliate of ArcLight Energy Partners.

The principal methodology used in this rating was Power Generation
Projects Methodology published in June 2021.


ELECTRONICS FOR IMAGING: Moody's Alters Outlook on Caa1 CFR to Pos.
-------------------------------------------------------------------
Moody's Investors Service affirmed Electronics for Imaging, Inc.'s
("EFI") Caa1 Corporate Family Rating, Caa1-PD Probability of
Default Rating, B3 rating on the $875 million first lien term loan
due July 2026 and $100 million first lien revolving credit facility
due July 2024, and Caa3 rating on the $225 million second lien term
loan due July 2027. The outlook was revised to positive from
negative.

The positive outlook reflects Moody's belief that the negative
COVID pressures on EFI's credit profile have troughed, and that
EFI's long maturity schedule coupled with Moody's expectation for
improved cash flow generation and interest coverage over the next
12-18 months have reduced liquidity pressures in the near term. The
positive outlook also incorporates Moody's expectation of revenue
growth of approximately 20% over the next 12-18 months, driven by
increased demand for EFI's high average selling price ("ASP")
equipment as end user purchasing habits normalize. In addition,
revenue growth will be boosted by new product launches and
sequential improvements in the Fiery segment as OEM buyers reach
inventory equilibrium.

However, Moody's expects EFI's credit profile will remain
challenged through 2022 due to the integration risks associated
with another round of restructuring and uncertainty of the adoption
rate of digital print solutions over the long term. The full
realization of the proposed cost synergies will be required to
offset the incremental $100 million of run-rate normalized
operating costs expected to be incurred as temporary COVID cost
savings measures wane (furloughs, travel, etc.) and to support
higher revenue levels. QTD Q1 2021 total revenue remains 25.5%
lower than the average QTD revenue generated during FY 2018, with
QTD Q1 2021 revenue from the higher margin Fiery and EPS segments
lagging behind by roughly 26.5%.

Future revenue growth will be predicated, in part, by the adoption
rate of digital print solutions by existing analog print solution
users and the introduction of new products. Incremental product
development expenses and costs associated with educating potential
customers on the benefits of digital solutions could offset cost
cutting initiatives.

EFI's increased focus on the Ink and Parts & Services product
segments improves the stability of the company's revenue base and
provides an avenue for profit expansion through price increases.
The combined segments, which represent 37% of total revenue for LTM
Q1 2021, have increased gross profit margins by over 400bps since
FY 2018. Moody's expects EFI will maintain its pricing power over
the next 12-18 months, which partially offsets the uncertainty
risks of the other segments. Additionally, management's willingness
to voluntary reduce second lien term loan debt will support
deleveraging despite operating costs normalizing through FY 2021
and the weak performance of the Fiery segment through at least the
first half of 2021.

Affirmations:

Issuer: Electronics for Imaging, Inc.

Corporate Family Rating, Affirmed Caa1

Probability of Default Rating, Affirmed Caa1-PD

Gtd Senior Secured 1st Lien Bank Credit Facility, Affirmed B3
(LGD3)

Gtd Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa3
(LGD5)

Outlook Actions:

Issuer: Electronics for Imaging, Inc.

Outlook, Changed To Positive From Negative

RATINGS RATIONALE

The Caa1 CFR reflects EFI's high financial leverage, with
debt/EBITDA approaching 9x for the twelve months ending March 31,
2021, the challenges of operating in the digital print solutions
industry, and the continued reliance on cost reductions to offset
organic revenue declines since Siris Capital Group's LBO in July
2019. EFI benefits from its diversified geographic revenue base,
increasing focus on the Ink and Parts & Services product segments,
which provides greater stability to the revenue base, and Moody's
expectation for free cash flow/debt to approach 2% in 2022.

EFI maintains adequate liquidity in the near term with just over
$100 million of cash as of March 2021. Moody's expects annual free
cash flow generation of approximately $25 million through 2022, the
majority of which will be required to repay the mandatory debt
amortization of $8.75 million on the first lien term loan and
various mandatory amounts required by the COVID loans, which
Moody's estimates will total around $10-12.5 million per annum for
FY 2022 and FY 2023. Minimum cash balances for operations is
roughly $50 million, and Moody's anticipates the company will
remain opportunistic with voluntary debt repayments on the second
lien term loan when cash balances are in excess of this amount.

Availability under the company's $100 million revolver is
constrained by the requirement to hold $39.8 million of letters of
credit as collateral for its manufacturing facility through May
2024. The revolver was fully repaid as of March 2021 and is not
expected to be drawn over the next 12-18 months. Access to the
revolver is governed by springing net first lien leverage ratio of
6.6x through maturity. The revolver springs when 40% of the
revolver or letters of credit are outstanding and is expected to
test each period going forward due to the aforementioned letter of
credit requirement. Moody's expects the company will remain in
compliance over at least the next year, but notes the continued
repayment of the second lien term loan will constrict EFI's cushion
under the covenant.

The positive outlook reflects Moody's expectation that liquidity
pressures from the pandemic are abating, supported by expectations
for improved cash flow generation and interest coverage coupled
with EFI's long maturity schedule. Moody's expects revenue growth
of approximately 20%, resulting in debt/EBITDA and FCF less
mandatory debt amortization requirements/debt approaching 7x and
0.5% over the next two years.

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

Ratings could be upgraded if EFI realizes most of its targeted cost
synergies for 2021, maintains consistent top line growth, and
reduces debt/EBITDA to less than 6.5x (with limited addbacks to
EBITDA). EFI will also need to maintain good liquidity with a
largely undrawn revolver and adjusted free cash flow to debt being
sustained in the mid-single digit percentage range.

Ratings could be downgraded if liquidity deteriorates or Moody's
expects adjusted debt/EBITDA will be sustained above 8x (with
limited addbacks to EBITDA) after 2022 reflecting increasing
competitive pressures or the inability to realize additional cost
synergies. There would be downward pressure on ratings if adjusted
EBITDA margins deteriorate or if adjusted free cash flow to debt
remains break even.

ESG CONSIDERATIONS

Governance risk is a key consideration given EFI's ownership by a
financial sponsor. Private equity ownership often leads to debt
financed distributions or M&A to enhance equity returns. Lack of
public financial disclosure and the absence of board independence
are also incorporated in EFI's credit profile.

Electronics for Imaging, Inc., based in Fremont, CA, is a global
technology platform providing digital imaging solutions for the
printing, packaging, and imaging industries. The company's
offerings include industrial printers, proprietary ink, production
software and workflow suites, as well as digital front ends. In
July 2019, Siris Capital Group, LLC took EFI private in a
transaction valued at roughly $1.7 billion. Revenue for the twelve
months ending March 2021 was approximately $680 million.

The principal methodology used in these ratings was Diversified
Technology published in August 2018.


ENCORE AUDIO: Seeks to Hire Darby Law Practice as Legal Counsel
---------------------------------------------------------------
Encore Audio Visual Design, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Darby Law
Practice, Ltd. to serve as legal counsel in its Chapter 11 case.

The firm's services include:

   a. advising the Debtor of its rights, powers and duties in the
continued operation of its business and management of its
properties;

   b. taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the estate;

   c. preparing legal papers;

   d. attending meetings and negotiations with the Subchapter V
trustee, representatives of creditors, equity holders, prospective
investors or acquirers and other parties in interest;

   e. appearing before the bankruptcy court, any appellate courts
and the Office of the United States Trustee;

   f. pursuing confirmation of a plan of reorganization and
approval of the corresponding solicitation procedures and
disclosure statement; and

   g. other necessary legal services.

Darby Law Practice will be paid at hourly rates ranging from $400
to $450 and will be reimbursed for out-of-pocket expenses
incurred.

The retainer fee is $3,500.

Kevin Darby, Esq., a partner at Darby Law Practice, 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 at:

     Kevin A. Darby, Esq.
     Darby Law Practice, Ltd.
     4777 Caughlin Parkway
     Reno, NV 89519
     Tel: (775) 322-1237
     Fax: (775) 996-7290
     Email: kevin@darbylawpractice.com

                 About Encore Audio Visual Design

Encore Audio Visual Design, LLC sought protection for relief from
the Bankruptcy Code (Bankr. D. Nev. Case No. 21-50431) om June 8,
2021, disclosing total assets of up to $50,000 and total
liabilities of up to $500,000.  Judge Bruce T. Beesley oversees the
case.  Kevin A. Darby, Esq., at Darby Law Practice, Ltd.,
represents the Debtor as legal counsel.


ENGINEERED COMPONENTS: Moody's Assigns First-Time 'B3' CFR
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Engineered
Components & Systems LLC (dba "CentroMotion") including a B3
Corporate Family Rating and a B3-PD Probability of Default Rating.
Concurrently, Moody's assigned a B3 rating to the company's
proposed $545 million senior secured credit facility, comprised of
a $420 million first lien term loan and a $125 million delayed draw
first lien term loan. Proceeds from the term loan will be used to
fund the acquisition of Carlisle Brake & Friction (CBF) and to
refinance the existing CentroMotion debt.The outlook is stable.

Assignments:

Issuer: Engineered Components & Systems LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

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

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

Outlook Actions:

Issuer: Engineered Components & Systems LLC

Outlook, Assigned Stable

RATINGS RATIONALE

CentroMotion's B3 CFR reflects the company's modest scale, high
adjusted debt-to-EBITDA (leverage) and execution risk associated
with the CBF acquisition. CBF will be carved-out from a publicly
traded company, Carlisle Companies Incorporated, (Baa2 Stable).
CentroMotion will need to set-up certain operational functions
within CBF and integrate it into its own systems. Also, this
transaction is occurring within a year after CentroMotion completed
its own separation from a parent company. The multiple transactions
give rise to material adjustments and add-backs to earnings which
reduces visibility into profitability on sustainable basis. The
rating is also constrained by the company's exposure to cyclical
industries, with heavy duty truck and agriculture customers
representing more than 50% of sales. Customer concentration is also
high with top ten clients accounting for 45% of revenue.

Moody's estimates the pro forma leverage to be 6.1x as of December
2020. New customer wins and macroeconomic tailwinds, combined with
cost efficiency gains will drive leverage below 5.0x in 2021. Based
on the performance of CBF, CentroMotion may need to make an
earn-out payment in early 2022 to CBF's former owners, of up to
$125 million. This payment will be debt funded through the delayed
draw term loan which could result in leverage increasing above 5.0x
again in 2022.

The rating is also supported by the mission critical nature of the
company's products with high switching costs given the
qualification and certification requirements for OEM designs. In
addition, the CBF acquisition will enhance the breadth of the
company's product portfolio, expanding CentroMotion's customer base
and allowing for cross selling opportunities. The company also has
good competitive standing in the markets that it serves and has a
well-established long-term relationship with its customers.

Liquidity is good, supported by Moody's expectation of positive
free cash flow combined with estimated closing cash of $26 million
and full availability under its $100 million ABL facility.

Environmental and social considerations are not material. Moody's
views governance risk as high given the private-equity ownership of
CentroMotion, and anticipates that bolt-on acquisitions are likely
to take place once the integration is complete.

Following are some of the preliminary credit agreement terms, which
remain subject to market acceptance.

The first lien credit agreement contains provisions for incremental
debt capacity up to a fixed incremental amount plus additional
amounts subject to first lien leverage that is equal to or less
than closing date first lien leverage ratio (if pari passu
secured). The credit facility also includes provisions allowing
early maturity indebtedness up to the greater of 50% of closing
Date EBITDA and 50% of TTM consolidated adjusted EBITDA. Expected
terms allow the release of guarantees when any subsidiary ceases to
be wholly owned, subject to certain conditions. In addition, the
asset-sale proceeds prepayment requirement has leverage-based
step-downs.

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

The stable outlook reflects Moody's expectations that the
combination will not cause material disruption to cash flows or
customers. The outlook also incorporates Moody's expectation of
moderate growth across most of the company's end markets, with
positive free cash flow and debt-to-EBITDA comfortably below 6.0x.

Ratings could be downgraded if any integration challenges emerge
with cost overruns or disruption to cash flows. Weaker liquidity or
debt-to-EBITDA sustained above 7.0x could prompt a rating
downgrade.

Ratings could be upgraded if successful integration of CBF, with
realized cost savings and synergies increase EBITDA margin to above
15%. An upgrade would also require the maintenance of good
liquidity, FCF-to-debt in the mid-single digits, and debt/EBITDA
sustained below 6.0x.

Headquartered in Waukesha, Wisconsin, CentroMotion designs and
manufactures high-engineered motion, actuation and control
solutions for heavy-duty trucks, agriculture, automotive and
industrials. Revenue on a combined basis, will exceed $700 million
in 2021.

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


EVERI HOLDINGS: Fitch Raises IDR to 'BB-', Outlook Stable
---------------------------------------------------------
Fitch Ratings has upgraded Everi Holdings Inc.'s and Everi Payments
Inc.'s (collectively, Everi) Issuer Default Ratings (IDRs) to 'BB-'
from 'B+'. Fitch has also assigned a 'BB+/RR1' rating to the
offering of Everi Holding's Inc.'s new senior secured revolver and
term loan. Fitch assigned a 'BB-'/'RR4' rating to Everi Holding
Inc.'s offering of new unsecured notes. The Rating Outlook is
Stable.

Fitch has affirmed the existing senior secured debt at 'BB+'/'RR1'
and upgraded the existing senior unsecured debt to 'BB+'/'RR4' from
'B-'/'RR6' but will subsequently withdraw these ratings upon the
transaction closing. Everi Payments, Inc. will no longer be a debt
issuing entity.

The one-notch upgrade reflects significantly reduced leverage pro
forma for the refinancing, due to the company utilizing nearly $180
million in excess cash to pay down debt and exhibiting strong
EBITDA growth in the first half 2021. Fitch forecasts gross
leverage to be 3.5x on a pro forma LTM basis and to reach 3.1x by
the end of 2021. U.S. regional gaming is experiencing a strong
recovery trajectory and Everi has additional tailwinds from success
of its recent investments in the Gaming Operations segment.

KEY RATING DRIVERS

Significantly Reduced Leverage: Everi's gross leverage will be 3.5x
pro forma for the refinancing and will decline to 3.1x by YE2021,
down from 6.5x at YE2020 and 4.4x at YE2019. The company has
reached its 3.0x - 3.5x net leverage target thanks to proactively
paying down debt via FCF and equity issuance, while also growing
EBITDA. Fitch expects gross leverage to remain around 3.0x based on
the current funded debt and greater EBITDA generation than
previously contemplated. Fitch assumes a majority of FCF is
allocated toward M&A and other initiatives that do not include
additional debt paydown, given the already conservative leverage
position and limited rationale for further de-levering.

Business Mix: About 59% of Everi's EBITDA comes from gaming and 41%
from FinTech on an LTM basis. About two-thirds of the gaming
revenue is generated on a participation basis, whereby Everi earns
fees based on games performance. FinTech revenues mostly come from
ATM and cash advance service fees, which are tied to contracts with
generally three- and five-year terms and high renewal rates.
Although revenue in both segments depends on the gaming sector's
health, Everi is less dependent on replacement sales and new casino
openings, relative to other gaming suppliers.

Solid EGM Strategy Execution: Everi has been investing heavily in
its electronic gaming machine (EGM) content and hardware with
strong results to date. Everi has been able to grow its
participation EGM footprint steadily and had 15,949 participation
games as of March 2021, 6,697 of which were premium units. The
premium unit installed base has more than tripled since 2016 with
healthy average daily win growth.

Fitch expects the premium segment to continue to grow, albeit at a
decelerating rate, given the intense competition in this segment.
During 2019, Everi was a roughly 6% ship share supplier (according
to Eilers & Krejcik Gaming) and this figure is estimated to be in
the high single digits more recently thanks in part to its new
Empire Flex cabinet. Machine sales were down over 50% during 2020
due to operators' conserving cash by reducing capex, but this
should begin to improve going forward given the recovery in
regional gaming and operators' strong cash positions. Units sold in
first quarter 2021 were up 53% YoY but still 25% below 2019
levels.

Technology Related Risks: New, cashless technologies employed by
other participants in the gaming and FinTech industries represent a
long-term risk to disintermediate Everi's cash access services
(roughly one-third of total revenues). However, the company's
diverse FinTech product portfolio, investments made in new
technologies and its own cashless solutions (including maintenance
of money transmitter licenses) reduces this risk and positions
Everi well to defend its market position.

The gaming industry is highly regulated on a state-by-state basis
and has been slow to adopt new technologies on the casino floor,
where cash remains prevalent. The pandemic has increased operators'
interest in cashless technologies with Nevada and Native American
gaming jurisdictions being the most notable early adopters. Greater
adoption of digital wallets in the long term should not materially
disrupt the meaningful fee revenues casino operators and their
supplier partners generate from ATM transactions, as digital wallet
economics tend to be similar.

DERIVATION SUMMARY

Everi's 'BB-' IDR reflects the company's low leverage, good
diversification, strong momentum in growing its class III slots
business; and solid market position in cash access systems and
class II slots. Negative credit considerations include Everi's
niche position within the slots segment relative to the larger
suppliers and, to a lesser extent, the long-term disintermediation
risk associated with its FinTech business. Everi's gaming peers
include International Game Technology plc (IGT) and Aristocrat
Leisure (ALL), which both have similar-to-stronger credit profiles
due to greater scale, higher ship share, international
diversification, product diversification (ex. lottery, table
games). Everi has lower leverage than IGT, which offsets some of
IGT's stronger attributes. Another peer is Scientific Games Corp.
(SGMS), which has a weaker credit profile due to significantly
higher leverage than Everi, offset by scale, diversification, and
growing FCF.

IGT's and SGMS' lottery businesses are positive from a cash flow
stability perspective; however, they require meaningful recurring
capex payments when contracts are won or renewed, which are often
debt-funded.

KEY ASSUMPTIONS

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

-- Total revenues grow by 16% in 2021 relative to 2019 thanks to
    broader strength in U.S regional gaming's recovery, as well as
    strong performance in Everi's gaming operations & FinTech
    segments. Segment revenues grow in the low-to-mid single-digit
    growth thereafter, supported by Everi's portfolio of for-sale
    and premium slot products and the FinTech segment's cashless
    and loyalty products;

-- EBITDA margins rebound slightly faster than revenues due to
    cost savings implemented during the 2020 shutdowns, which add
    modestly to long-term margins relative to 2019 levels.
    Stronger Daily Win Per Unit (DWPU) also supports margin
    expansion;

-- FCF exceeds $100 million in 2021, exceeds $150 million in
    2022, and settles around $125 million thereafter as cash taxes
    increase. Fitch assumes manageable capex in the range of high
    teens percent of revenues. Fitch assumes settlement
    receivables and liabilities are cash flow neutral in its
    forecast;

-- Everi utilizes its healthy FCF generation to grow its product
    portfolio through additional tuck-in acquisitions. Fitch does
    not assume incremental debt paydown aside from $6 million of
    annual amortization of the term loan.

RATING SENSITIVITIES

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

-- Continued market share gains in the U.S. gaming equipment
    industry, in particular with respect to its class III
    business;

-- Continued diversification away from payment processing;

-- Gross debt/EBITDA sustaining below 3.0x.

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

-- Gross debt/EBITDA sustaining above 3.5x;

-- Significant deterioration and/or loss of market share in the
    gaming and FinTech segments;

-- Adoption of a more aggressive financial policy, either toward
    target leverage or approach to shareholder returns at the
    detriment to the credit profile.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Everi is utilizing a majority of its excess cash (net of cash
related to FinTech segment) to pay down debt as part of the
refinancing transaction but will have a $125 million undrawn
revolver and will generate healthy FCF during 2021. Thereafter,
excess cash will continue to grow thanks to strong FCF generation
and only a small amount of debt amortization. Fitch expects Everi
to focus on tuck-in acquisitions over shareholder returns and
incremental debt paydown. The company will achieve the high end of
its 3.0x - 3.5x net leverage target pro forma for this transaction
and will be well inside this range on a gross basis by the end of
2021.

ISSUER PROFILE

Everi Holdings (EVRI) is a provider of slots and cash services to
the casino industry. The company runs operations through two
subsidiaries, Games and FinTech. Everi Games (fka Multimedia Games)
is a slot supplier purchased by Everi in 2014. Everi Games
specializing in class II slots but has over the past several years
made progress entering into class III markets. Everi FinTech (fka
Global Cash Access) is a market leading provider of cash access
products and services for the casino industry.

ESG CONSIDERATIONS

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


EVERI HOLDINGS: Moody's Assigns B1 CFR & Rates New $400MM Notes B3
------------------------------------------------------------------
Moody's Investors Service assigned Everi Holdings Inc. ("Everi") a
B1 Corporate Family Rating, B1-PD Probability of Default Rating,
Ba2 ratings to the company's proposed $125 million senior secured
revolver and $600 million senior secured term loan, and a B3 rating
to the company's proposed $400 million senior unsecured notes. A
Speculative Grade Liquidity rating of SGL-2 was assigned, and the
outlook is stable.

Proceeds from the new senior secured term loan and unsecured notes,
along with cash on hand, will be used to refinance the existing
debt of EVERI Payments Inc. ("Everi Payments"), as well as pay
related premiums, fees and expenses. All of the existing ratings of
EVERI Payments Inc., including the B2 CFR, will be withdrawn upon
the close of the proposed refinancing transaction. Moody's assigned
a CFR to Everi, which is the parent of Everi Payments, because the
new debt is being issued at Everi Holdings Inc. with upstream
guarantees and collateral pledges from domestic subsidiaries. The
overall credit group is unchanges because Everi currently
guarantees the debt issued by EVERI Payments Inc.

The B1 CFR is one notch higher than Everi Payments' B2 CFR and
reflects the benefits of the proposed refinancing transaction,
including a reduction in absolute debt levels, reduced interest
expense, and extension of the maturity profile. These benefits,
along with strong operating performance that has reduced leverage
levels provide greater financial flexibility to manage future
earnings volatility and support the higher rating.

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: Everi Holdings Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured 1st Lien Term Loan B, Assigned Ba2 (LGD2)

Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba2
(LGD2)

Senior Unsecured Global Notes, Assigned B3 (LGD5)

Outlook Actions:

Issuer: Everi Holdings Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Everi's B1 CFR reflects Everi's reduction in total debt, using cash
to bring debt back to pre-pandemic levels, with strong operating
performance expected that will drive leverage down further. The
company benefits from the demonstrated stability and growth of its
Fintech operating segment including growth in loyalty kiosks, with
a growing installed base and increased daily win per unit in its
gaming business, during normal operating periods. The company's
Fintech business, including financial access, regulatory compliance
products, player loyalty, and other products and services are
integrated with customer casino floor operations, strengthens the
strategic ties to gaming operators and Everi's market position. The
rating additionally reflects the meaningful revenue and earnings
decline realized from efforts to contain the coronavirus. While the
company's recovery has been strong, there is the potential for an
uneven recovery even though its gaming customers' properties have
reopened because competing entertainment options that were even
more restricted during the pandemic are also becoming more broadly
available. The rating further reflects the company's exposure to
what will likely be a soft slot machine replacement cycle in the US
gaming market. Revenues are largely tied to the volume of gaming
machine play and cash withdrawal transactions in gaming facilities.
The company can reduce spending on game development and capital
expenditures when revenue weakens, but the need to retain a skilled
workforce to maintain competitive technology contributes to high
operating leverage.

The company's speculative-grade liquidity rating of SGL-2 reflects
good liquidity. Pro-forma for the proposed refinancing transaction,
the company is expected to have over $200 million of cash, with a
fully available and undrawn $125 million revolving credit facility
due 2026. Moody's estimates the company could maintain sufficient
internal cash sources after maintenance capital expenditures to
meet required annual term loan amortization of approximately $6
million on the new proposed $600 million term loan due 2028 and
interest requirements over the next twelve-month period. The
company's new revolver and term loan are expected to maintain a
maximum consolidated secured leverage ratio. Moody's expects the
company will remain in compliance to the covenant which is expected
to be set at a level with good cushion.

The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, it is tenuous, and continuation will be closely tied to
containment of the virus. As a result, a degree of uncertainty
around Moody's forecasts remains. Moody's regards the coronavirus
outbreak as a social risk under Moody's ESG framework, given the
substantial implications for public health and safety. The gaming
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, Everi remains exposed to travel disruptions and
discretionary consumer spending that leave it vulnerable to shifts
in market sentiment in these unprecedented operating conditions and
Everi remains vulnerable to a renewed spread of the outbreak.

Governance risk is considered manageable for the company. While
leverage is elevated due to the impact of the coronavirus, the
company has stated its intent to utilize free cash flow to bolster
liquidity and reduce leverage. The company has a history of debt
repayment and has raised equity proceeds to facilitate debt
reduction in the past. The proposed refinancing transaction and
reduction in debt is further evidence of this.

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

The stable outlook reflects the partial recovery in the company's
business exhibited in the second half of 2020, and Moody's
expectation for continued sequential improvement in 2021. The
stable outlook also incorporates the company's good liquidity and
Moody's expectation for leverage to continue to come down from
current elevated levels as the business recovers and debt is
reduced. Everi remains vulnerable to travel disruptions and
unfavorable sudden shifts in discretionary consumer spending and
the uncertainty regarding the pace at which consumer spending at
reopened gaming properties will recover.

Ratings could be downgraded if liquidity deteriorates or if Moody's
anticipates Everi's earnings recovery will be more prolonged or
weaker than expected because of actions to contain the spread of
the virus or reductions in discretionary consumer spending. The
ratings could be downgraded if debt-to-EBITA leverage were
maintained over 4.5x or free cashflow is not comfortably positive.

The ratings could be upgraded with an increase in size and scale,
sustained strong positive free cash flow and debt-to-EBITDA is
sustained near 3.0x. The company's financial policies would also
need to support sustained lower leverage.

The proposed first lien credit agreement is expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following: incremental debt
capacity up to the sum of the greater of $285 million and 100% of
trailing four-quarter pro forma EBITDA, plus an additional amount
up to 3x first lien net leverage ratio (if pari passu secured). No
portion of the incremental may be incurred with an earlier maturity
than the initial term loans. The credit agreement permits the
transfer of assets to unrestricted subsidiaries, up to the
carve-out capacities, subject to "blocker" provisions which
prohibit the transfer or exclusive licensing of material
intellectual property to any unrestricted subsidiary.
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.
The credit agreement is expected to provide some limitations on
up-tiering transactions, including the requirement that 100% of the
Lenders consent to amendments with respect to any subordination of
any lien or any right to payment to any other indebtedness. 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 Business and
Consumer Service Industry published in October 2016.

Everi Holdings Inc. (NYSE: EVRI) is a provider of video and
mechanical reel gaming content and technology solutions, integrated
gaming payments solutions, compliance and efficiency software, and
loyalty and marketing software and solutions. For the latest
12-month period March 31, 2021, Everi reported revenue of about
$409 million.


EVERI HOLDINGS: S&P Raises ICR to 'B+', Outlook Positive
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
gaming and payments equipment and software provider Everi Holdings
Inc. (the issuer of the current debt) to 'B+' from 'B', and
assigned a 'B+' issuer credit rating to Everi Holdings Inc., the
ultimate parent company and issuer of the proposed new debt. S&P's
issuer credit ratings incorporate a consolidated view of Everi
Holdings Inc., Everi Payments Inc. and Everi Games Holdings Inc.

S&P said, "We are also assigning our 'BB' issue-level rating and
'1' recovery rating to the company's proposed $725 million credit
facility, consisting of a $125 million revolver and $600 million
term loan.

"The positive outlook reflects our expectation that ongoing growth
in operations, coupled with good free cash flow that the company
can use for debt repayment, will support adjusted leverage
improving to the low- to mid-3x area in 2021, absent any material
use of capital."

The upgrade reflects a significant reduction in total debt
following the refinancing and our expectation for continued strong
recovery in Everi's operating metrics following the fallout from
the COVID-19 pandemic.

S&P said, "Everi's refinancing will reduce its total debt by about
$145 million, improving adjusted leverage to the low- to mid-3x
area compared with our prior expectation of mid- to high-4x range
in 2021. The company plans to refinance its existing senior secured
credit facility consisting of a $35 million undrawn revolving
credit facility, $820 million term loan ($736 million outstanding
on March 31, 2021) and $125 million incremental term loan
consisting ($124 million outstanding on March 31, 2021) with a new
$600 million term loan B and an undrawn $125 million revolving
credit facility. We also expect the company to refinance its
existing unsecured notes and use about $180 million of cash on the
balance sheet to repay debt and finance call premiums, transaction
fees, and expenses. We project that following the transaction
Everi's total lease-adjusted debt to EBITDA will improve to the
low- to mid- 3x range this year and remain there through 2022. In
our view, the use of roughly $180 million of cash to reduce debt
and support a comprehensive refinancing demonstrates Everi's
commitment to a more disciplined financial policy and greater
certainty in the sustainability of its recovery in operating
performance following the COVID-19 pandemic.

"We expect total interest expense will be siginficantly lower
following this transaction, considering the very high interest rate
on Everi's $125 million incremental term loan B, which is also
positive for credit quality, in our view. Everi secured a $125
million incremental term loan at a very high interest rate in April
2020 to bolster its liquidity amid uncertainty about the pandemic
and casino closures. The lower interest burden and larger revolving
credit facility enhance Everi's liquidity and give it greater
ability to absorb negative external impacts.

"We have upwardly revised our base case forecast for 2021 based on
our expectation that the gaming sector's strong operating results
from the first quarter have continued into second quarter. We now
expect Everi's 2021 revenue to be about 10% to 20% and adjusted
EBITDA to be about 20% to 30% above 2019 levels. This stems from
our understanding that positive operating trends from March have
continued through into June, stemming from the good pace of U.S.
vaccinations, massive fiscal stimulus and consumer savings, the
relaxation of restrictions (including mask mandates/guidance and
capacity restrictions), and pent-up demand for gaming and
entertainment options. Everi's technology investments are also
supporting its good operating results. We continue to believe that
Everi's margins will improve this year because of cost-saving
initiatives implemented in 2020, a revenue mix shift toward
higher-margin fee-based revenue, and an increasing number of
premium cabinet units in its installed base. Premium cabinet units
now make up more than 40% of its installed base and command a
higher revenue per day.

"The positive outlook reflects our expectation that continued
growth in operations, coupled with good free cash flow that the
company can use for debt repayment, will support adjusted leverage
improving to the low- to mid-3x area in 2021, absent material
acquisitions or other uses of capital. The outlook also
incorporates our belief that Everi's financial policy is to
maintain its measure of net debt to EBITDA at 3x-3.5x over time.

"We could consider higher ratings if the company maintained
adjusted leverage in the mid-3x area or below, factoring in the
potential for operating volatility or a material use of capital for
acquisitions, capital spending, or shareholder returns. We could
also raise the ratings if we believe that Everi's technology
investments, growing installed base of gaming machines, and
increased recurring revenue base will reduce business risks over
time.

"We could revise the outlook to stable if we no longer believed
Everi would sustain leverage in the mid-3x area or below. Lower
ratings are unlikely at this time given our forecast for Everi to
maintain a good cushion relative to our 5x downgrade threshold.
Nevertheless, we could lower the rating if Everi sustained adjusted
leverage above 5x. We believe such an increase in leverage would
most likely be caused by a significant decrease in operating
performance combined with a more aggressive financial policy with
respect to acquisitions, capital spending, or other uses of
capital."



FH MD PARENT: Moody's Assigns First Time B3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to FH MD
Parent, Inc. (together its direct subsidiary and issuer of the
rated debt FH MD Buyer, Inc., "MedData"), including a B3 corporate
family rating, a B3-PD probability of default rating and a B3
rating to the company's proposed senior secured bank credit
facility, consisting of a revolving credit facility maturing in
2026 and a term loan due in 2028. The outlook is stable.

The proceeds of the proposed term loan will be used to repay all
existing debt, acquire DECO Recovery Management, LLC ("DECO"), a
provider of technology enabled outsourced revenue cycle management
("RCM") services, for approximately $68 million and pay
transaction-related fees and expenses. In February, MedData
acquired RevClaims, LLC for $15.6mm. In April, the Company sold its
software business line for $3.5mm. MedData was purchased by its
current owners, affiliates of private equity sponsors Frazier
Healthcare Partners and Edgewater Funds, in October 2019 for
approximately $250 million plus up to $50 million of contingent
consideration.

RATINGS RATIONALE

MedData's B3 CFR reflects its modest size and high financial
leverage, with just over $200 million of revenue and debt to EBITDA
around 5.5 times for the LTM period ended March 31, 2021, pro forma
for the DECO acquisition and proposed debt. MedData has a narrow
operating scope focused in patient eligibility, complex payment
review and patient engagement services, mostly on behalf of
hospitals. The company earns most of its revenue on a contingency
basis by retaining a portion of the payments that it helps its
customers collect. There is meaningful customer concentration, with
over 10% of revenue derived from its largest customer (also its
former parent, MEDNAX, Inc., B1 positive) and over 33% from the top
ten. Moody's considers the market for RCM services highly
competitive and rapidly evolving. Given the small revenue size,
narrow operating scope, keen competition and customer
concentration, Moody's expects MedData to maintain solid credit
metrics compared to the median levels of other issuers also rated
in the B3 CFR category, including EBITA to interest expense of over
2.0 times and free cash flow to debt of approaching 5%, to mitigate
risks of unexpected shocks such as an increase in competitive
pressure or the loss of a major customer. The rating is also
constrained by integration risks following the DECO acquisition and
Moody's expectations for aggressive financial strategies, including
from debt-funded acquisitions or shareholder returns.

All financial metrics cited reflect Moody's standard adjustments.

MedData's credit profile is supported by the company's national
footprint as an RCM solutions provider to US hospitals and
physicians and longstanding customer base. Moody's anticipates that
the expansion of healthcare benefits in the US, including from the
Affordable Care Act and the continuing expansion of state Medicaid
programs, will support growth in MedData's addressable market.
Increasing complexity of the payment system will drive demand by
hospitals for help in collecting payment from patients from whom
payment is most difficult to obtain, including from those who
qualify for Medicare but have not applied for benefits. MedData's
technology enabled collection outsourcing services feature almost
900 skilled advocates, often located at the hospital, who interview
and screen patients for eligibility across over 2,000 government
and community payment programs, as well as auto and workman's
compensation insurance in the case of accidents, among other
potential payment sources. The growth in US healthcare benefits and
the expansion of payment sources provides support for further RCM
outsourcing by hospitals to specialized service providers. Other
favorable healthcare industry fundamentals include the increasing
amount of out-of-pocket payments collected directly from patients
and capital and resource constraints of healthcare providers. These
trends should support growth in the number of customers and annual
organic revenue expansion in a mid-single-digits range.

ESG considerations incorporated in the B3 CFR include social
support to demand for MedData's advocates, who help allow hospitals
to engage with and provide care to uninsured and other
disadvantaged communities by helping them maximize collections.
There is also governance pressure from Moody's expectation for
aggressive financial strategies typically employed by private
equity sponsor owners, including debt-funded acquisitions and
shareholder returns.

Moody's expects MedData to maintain an adequate liquidity profile,
with $18 million cash anticipated at transaction closing and full
availability under the proposed $30 million revolving credit
facility. Free cash flow to debt is expected to be in a low-to-mid
single-digits range over the next 12 to 15 months. The revolver
will be subject to a 6.75 times maximum net leverage covenant (as
defined in the agreement) when borrowings exceed 35% of the
revolver commitment. Moody's anticipates MedData would maintain
compliance with the covenant if it is tested. The term loan is not
subject to any financial maintenance covenants.

The B3 ratings assigned to MedData's senior secured credit
facilities reflect both the B3-PD PDR and a loss given default
assessment of LGD4. The senior secured credit facilities are
secured by the assets of the borrower and benefit from secured
guarantees from its direct parent and from all existing and
subsequently acquired wholly-owned domestic subsidiaries. As there
is no other material debt in the capital structure, the facilities
are rated in line with the B3 CFR.

The proposed credit facilities provide covenant flexibility that,
if utilized, could negatively impact creditors. Notable terms
include incremental debt capacity up to the sum of 1) the greater
of a) $50.3 million and b) Consolidated EBITDA; plus 2) an
unlimited amount up to 4.6x Consolidated First Lien Net Leverage
Ratio (if pari passu secured). Incremental terms permitting debt
inside the current maturity date are TBD.

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.

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

The stable outlook reflects Moody's anticipation for strong demand
and high customer retention, at least 5% organic revenue growth,
EBITDA margins around 20% and good free cash flow generation.

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

The ratings could be upgraded if MedData expands its revenue scale
and customer diversity and Moody's anticipates the company will
maintain debt to EBITDA below 5.0 times, EBITDA margins well above
20%, free cash flow to debt in a mid-to-high single digit percent
range, a good liquidity profile and balanced financial strategies
emphasizing debt repayment.

The ratings could be downgraded if Moody's expects revenue will not
grow, profit margins will decline, or competition will intensify. A
weak liquidity profile could also result in a downgrade.

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

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: FH MD Buyer, Inc.

GTD Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4)

GTD Senior Secured 1st Lien Revolving Credit Facility, Assigned B3
(LGD4)

Issuer: FH MD Parent, Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Outlook Actions:

Issuer: FH MD Parent, Inc.

Outlook, Assigned Stable

Issuer: FH MD Buyer, Inc.

Outlook, Assigned Stable

MedData is a provider of revenue cycle management services, mostly
to US hospitals. The company operates in three segments:
Eligibility, Patient Responsibility, and AR Services. Revenue for
the twelve months ended March 31, 2021 and pro forma for the DECO
acquisition was approximately $200 million.


FREEDOM MORTGAGE: Fitch Gives 'B+(EXP)' on $650MM Unsec. Notes
---------------------------------------------------------------
Fitch Ratings expects to assign a 'B+(EXP)' rating to Freedom
Mortgage Corporation's (Freedom) proposed issuance of $650 million
in five and a half year, senior unsecured notes due January 2027.
Fitch does not expect a material impact on the company's funding
and leverage profile as a result of the issuance, as proceeds will
be used for general corporate purposes, including the repayment of
existing secured and unsecured debt.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

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

Pro forma for this issuance, unsecured debt to total debt is
expected to increase modestly to 17.4% from 16.1% at YE20 as the
proceeds will be used to partially repay Freedom's existing 8.25%
senior unsecured debt due 2025 and some of the firm's secured debt
outstanding. Fitch views the use of unsecured debt favorably, as it
enhances balance sheet flexibility in times of stress.

Freedom's 1Q21 leverage (gross debt to tangible equity) is expected
to increase to 4.9x, pro forma for the issuance, from 4.4x at YE20.
Fitch expects leverage to decline below 4.0x over the Outlook
horizon as origination-related borrowings decline and retained
earnings grow. Corporate debt to tangible equity, which excludes
borrowings on advance and warehouse facilities is expected to be
1.3x pro forma for the issuance, comparable to YE20 levels.

Freedom's ratings are supported by its historical track record and
strong execution in 2020, which enhanced its franchise within the
U.S. residential mortgage space, its dominant position within the
government lending channel, successful growth in the call center
channel, experienced senior management team and a sufficiently
robust and integrated technology platform. Fitch views Freedom's
multi-channel origination approach favorably and believes its
retained-servicing business model with high recapture rates may
serve as a natural hedge, although not a full offset, to the
cyclicality of the mortgage origination business.

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

Rating constraints specific to Freedom include elevated exposure to
Ginnie Mae loans with higher advancing needs and potentially higher
regulatory scrutiny, and elevated key person risk related to its
founder and Chief Executive Officer, Stanley Middleman, who sets
the tone, vision and strategy for the company.

Freedom's Stable Rating Outlook reflects Fitch's belief that
downside risks related to ongoing delinquencies and forbearance in
the servicing portfolio is reduced relative to a year ago, although
Freedom's elevated exposure to Ginnie Mae loans remains a concern.

RATING SENSITIVITIES

IDR AND SENIOR DEBT

The unsecured debt rating is primarily sensitive to changes to
Freedom's Long-Term IDR and would be expected to move in tandem.
However, a material increase in the proportion of unsecured funding
and the size of the unencumbered asset pool could result in a
narrowing of the notching between the unsecured debt and the IDR.

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

-- Negative rating action could be driven by an inability to
    maintain sufficient liquidity to manage ongoing servicer
    advances stemming from the extension of forbearance programs
    and the potential for higher delinquencies following the lapse
    of forbearance programs, a sustained increase in leverage
    above 5.0x, an inability to refinance secured funding
    facilities, and/or a lack of appropriate staffing and resource
    levels relative to planned growth.

-- Should regulatory scrutiny of the company or industry increase
    meaningfully, or if Freedom incurred substantial fines that
    negatively affect its franchise or operating performance, it
    could also drive negative rating momentum.

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

-- Fitch believes there is limited potential for positive rating
    momentum in the near term given the broader economic backdrop,
    but factors that could, individually or collectively, lead to
    positive rating action/upgrade include continued growth of the
    business that enhances the franchise and platform scale,
    improved earnings consistency, stronger asset quality, a
    reduction in and maintenance of leverage below 4.0x, an
    increase in longer-duration secured and unsecured debt, an
    increase in the proportion of committed funding, and a
    stronger liquidity profile.

ESG CONSIDERATIONS

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

Freedom also has an ESG Relevance Score of '4' for Customer Welfare
- Fair Messaging, Privacy and Data Security, due to its exposure to
compliance risks that include fair lending practices, debt
collection practices and consumer data protection, which has a
negative impact on the credit profile and is relevant to the rating
in conjunction with other factors.

Except for the matters discussed above, the highest level of ESG
credit relevance 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.

BEST/WORST CASE RATING SCENARIO

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


FREEDOM MORTGAGE: Moody's Rates New $650MM Sr. Unsecured Bond 'B2'
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Freedom
Mortgage Corporation's proposed $650.0 million senior unsecured
bond due in January 2027. The rating outlook is positive.

Assignments:

Issuer: Freedom Mortgage Corporation

Senior Unsecured Regular Bond/Debenture, Assigned B2

RATINGS RATIONALE

Moody's has rated the senior unsecured bond B2 based on Freedom's
B1 corporate family rating and the unsecured bond's ranking.

Freedom's B1 corporate family rating reflects the company's
historically solid profitability and capitalization levels.
However, capitalization declined from Q3 2019 to Q2 2020, as modest
profitability only partially offset an increase in assets, due to
rising origination volumes. Capitalization as measured by tangible
common equity to adjusted tangible common assets (which excludes
the Ginnie Mae loans eligible from repurchase from the capital
ratio) was 16.3% as of 31 March 2021. The rating also incorporates
the credit challenges resulting from the company's reliance,
similar to other non-bank mortgage companies, on
confidence-sensitive secured funding to finance loan originations,
resulting in high refinancing risk, as well as the risks from its
mortgage servicing rights assets. With modest levels of
unencumbered assets, the company's alternative financing options
are limited, particularly during times of stress, in Moody's view.

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

The ratings could be upgraded if Freedom continues to demonstrate
solid financial performance, whereby Moody's expects that
long-term, through the cycle profitability as measured by net
income to average assets will average at least 3.5%. In addition,
the company would need to maintain solid capital levels such as
tangible common equity to adjusted tangible assets of around 20.0%,
as well as continue to strengthen its franchise positioning and
maintain its current liquidity and funding profile.

Given the positive outlook, a ratings downgrade is unlikely over
the next 12-18 months. Negative ratings pressure could occur if
financial performance deteriorates, for example if profitability
deteriorates with net income to assets falling below and expected
to remain below 2.0%, the company's tangible common equity to
tangible managed assets falls below and is expected to remain below
13.5%, or the company's liquidity position weakens. An increase in
the company's reliance on secured debt could result in a downgrade
of the long-term senior unsecured rating as it would further
subordinate its priority ranking.

The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.


FREEDOM MORTGAGE: S&P Rates New $650MM Senior Unsecured Notes 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to Freedom
Mortgage Corp.'s (B/Stable/--) proposed $650 million senior
unsecured notes due 2027. The recovery rating is '4' (35%),
reflecting its expectation of an average recovery in a simulated
default scenario. S&P expects the transaction to increase adjusted
debt by about $300 million, with the remaining proceeds used to pay
off a portion of the company's existing 8.25% senior unsecured
notes due 2025 and a portion of its KeyBank credit facility. Due to
record origination levels in the past year, S&P expects debt to
EBITDA will remain under 4x and debt to tangible equity below 1.5x
in the next 12 months. Over time, S&P believes debt to EBITDA will
likely normalize to 4x-5x when origination volumes eventually
subside.

The company has been reporting strong EBITDA and originations on
the favorable mortgage refinance environment and Freedom's ability
to refinance its large book of servicing assets. S&P said,
"Although we expect 2021 to be another strong year by historical
standards, we think it will likely be weaker than 2020. We
anticipate origination volume and gain-on-sale margins to contract
as interest rates rise from record lows and mortgages companies
increasingly compete on rates. The substantial growth in Freedom's
servicing assets, however, will mitigate lower earnings as the
origination environment normalizes. Our ratings on Freedom factor
in the inherent volatility in earnings from mortgage originations,
particularly from interest rate-sensitive refinancing."



GAMESTOP CORP: Raises $1.1 Billion From Common Stock Offering
-------------------------------------------------------------
GameStop Corp. has completed its previously announced
"at-the-market" equity offering program.  The Company ultimately
sold 5,000,000 shares of its common stock under the ATM Program and
generated aggregate gross proceeds before commissions and offering
expenses of approximately $1,126,000,000, as disclosed in a Form
8-K filed with the Securities and Exchange Commission.

                          About GameStop

GameStop Corp., headquartered in Grapevine, Texas, is a specialty
retailer offering games and entertainment products through its
E-Commerce properties and thousands of stores.

GameStop reported a net loss of $215.3 million for fiscal year
2020, a net loss of $470.9 million for fiscal year 2019, and a net
loss of $673 million for fiscal year 2018.  As of May 1, 2021, the
Company had $2.56 billion in total assets, $1.68 billion in total
liabilities, and $879.5 million in total stockholders' equity.


GATEWAY FOUR: Court Approves Disclosure Statement
-------------------------------------------------
Judge Martin R Barash has entered an order approving the Disclosure
Statement for Gateway Four, LP, et al., filed by David K. Gottlieb
in his capacity as Chapter 11 Trustee.

The hearing for the Court to consider the confirmation of the
Chapter 11 Trustee's Plan of Reorganization will be held on
September 1, 2021, at 1:30 p.m.

Any objection to the Court's confirmation of the Plan must be filed
with the Court and served on the Trustee's counsel by no later than
July 23, 2021.

In order to be counted, ballots voting on the Plan must be properly
completed and executed and submitted to counsel for the Trustee at
the following address by no later than 5:00 p.m. Pacific Time on
July 23, 2021: Krikor J. Meshefejian, Esq., Levene, Neale, Bender,
Yoo & Brill L.L.P., 10250 Constellation Blvd., Suite 1700, Los
Angeles, California 90067.

By no later than August 13, 2021, the Trustee must file with the
Court a summary of all ballots received by the Trustee, and the
Trustee must file a brief and evidence in support of Plan
confirmation that addresses all Plan confirmation requirements and
provides a response to all timely filed objections to Plan
confirmation on or before August 13, 2021.

Any party that filed a timely objection to Plan confirmation may
file a reply to the response filed by the Trustee or any other
party to any such objection to Plan confirmation by no later than
August 20, 2021.

Attorneys for the Chapter 11 Trustee:

     RON BENDER
     KRIKOR J. MESHEFEJIAN
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, California 90067
     Telephone: (310) 229-1234
     Facsimile: (310) 229-1244
     E-mail: RB@LNBYB.COM
             KJM@LNBYB.COM

                        About Gateway Four LLP

Gateway Four LP and its affiliates Gateway Two LP and Gateway Five
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Lead Case No. 20-11581) on Aug. 31, 2020.  In the
petition signed by its president, James Acevedo, Gateway Four
disclosed up to $100 million in assets and up to $50 million in
liabilities.

Judge Martin R. Barash oversees the case.

Daniel M. Shapiro, Esq., Attorney at Law serves as the Debtors'
counsel, and the Law Office of Sevan Gorginian as co-counsel.

David K. Gottlieb of D. Gottlieb & Associates, LLC, has been
appointed as Chapter 11 Trustee.  He is represented by Ron Bender,
Esq. and Krikor J. Meshefejian, Esq. at Levene, Neale, Bender, Yoo
& Brill L.L.P.

Romspen Mortgage Limited Partnership, secured creditor, is
represented by Bryan Cave Leighton Paisner LLP.


GENERAC POWER: S&P Upgrades ICR to 'BB+', Outlook Stable
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
manufacturer of power generators, energy storage systems, and
engine-powered products Generac Power Systems Inc. to 'BB+' from
'BB'.

S&P said, "At the same time, we raised our issue-level rating on
the company's senior secured term loan to 'BBB-' from 'BB' and
revised our recovery rating on this debt to '2' from '3'.

"The stable outlook reflects our view that Generac will continue to
see solid performance in its core residential end market in the
U.S. while the commercial and industrial segment continues to
recover. This will allow the company to maintain its debt-to-EBITDA
leverage ratio below 2x over the next 12 months, even when
incorporating bolt-on acquisitions and shareholder returns.

"We believe that Generac can sustain positive sales growth and
solid EBITDA margins in the intermediate term, though organic
topline growth will taper from 2021 levels. Over the past 12
months, the company has reduced its S&P Global Ratings-adjusted net
debt leverage through strong cash flow generation, mainly
reflecting a continuous sales mix shift toward higher-margin
residential home standby generator sales. As a result, the S&P
Global Ratings-adjusted debt-to-EBITDA ratio improved to 0.4x as of
March 31, 2021, from 1.5x a year earlier. We believe that the
current record sales growth rates (residential sales growth was
110% and overall organic sales growth was 67% in the first quarter
ended March 31, 2021) will eventually normalize as the pandemic
ends and office-work partially resumes. Nonetheless, we believe
that over the next several years, the low levels of market
penetration of residential standby power generators (about 5% in
the U.S.) and increased awareness for Generac's products as a
result of outage events in the underinvested U.S. infrastructure
will lead to sustained positive sales performance for the
company."

Additionally, the company's vertically integrated manufacturing
capacity, focus on innovation (including, clean energy), strong
distribution network, and the market share leadership in the
higher-margin residential business should help the company to
maintain EBITDA margins of above 20% even in the years of reduced
demand for standby power generators. S&P expects over the next 12
months Generac will sustain positive revenue growth, solid margins,
and maintain its S&P Global Ratings-adjusted debt-to-EBITDA
leverage ratio at 2x or below.

S&P said, "We think that sales in the commercial and industrial
segment will continue to rebound (evidenced by 18% revenue growth
in the first quarter ended on March 31, 2021) as customers resume
their capital expenditure spending over the next 12 months. The
commercial and industrial segment went through significant
contraction in 2020 with a 19.5% revenue decline. We believe this
contraction was related primarily to the COVID-19-induced recession
and expect a rebound in sales in fiscal 2021, as growth normalizes
in commercial and industrial markets. Still, Generac's smaller
market share (approximately 15% company-estimated) in the segment
and typically the late-cycle characteristics (last to be installed)
of the products sold could somewhat dampen EBITDA margin
improvement as price increases are tougher to implement in this
product class.

"We expect free operating cash flow generation to reach new highs
of about $450 million in fiscal 2021. We believe future uses of
cash will favor growth-oriented investments and acquisitions but
expect that the company's leverage will remain within or below its
publicly stated target range of between 2x-3x (gross debt to
EBITDA). We believe the company's low-cost structure of debt, no
required debt amortization, and relatively asset-lite model with
capital expenditures of about 3% of sales, will support strong free
operating cash flow (FOCF) generation in the next 24 months."

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

-- Natural conditions
-- Health and safety

S&P said, "The stable outlook on Generac reflects our expectation
that its S&P Global Ratings-adjusted debt leverage will remain
below 2x over the next 12 months while it continues to improve its
operating performance to meet the high demand for its residential
products in the U.S.

"We could raise our rating on Generac if it demonstrates its
commitment to maintaining S&P Global Ratings-adjusted leverage of
less than 2.0x even when incorporating potential shareholder-return
activity and acquisitions, while diversifying its product mix and
improving competitive positioning of its commercial and industrial
segment in international markets.

"We could downgrade Generac if its favorable business trends
reverse and its S&P Global Ratings-adjusted debt to EBITDA rises to
more than 3x. This could occur because of lower demand environment
that weaken its revenue and margins or if the company makes
aggressive financial policy decisions regarding debt-funded
acquisitions or shareholder returns while heading into an industry
downturn."



GLOBAL CARIBBEAN: Taps Behar, Gutt & Glazer as Legal Counsel
------------------------------------------------------------
Global Caribbean, Inc., received approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Behar, Gutt &
Glazer, P.A. to serve as legal counsel in its Chapter 11 case.

The firm's services include:

     a. advising the Debtor regarding its powers and duties under
the Bankruptcy Code and the continued management of its business
operations;

     b. advising the Debtor with respect to its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;

     c. preparing legal papers;

     d. protecting the Debtor's interests in the preparation of a
Chapter 11 plan.  

The firm's hourly rates are as follows:

     Partners       $450
     Associates     $385

The Debtor agreed to provide an initial retainer in the amount of
$21,000.

Brian Behar, Esq., at Behar, Gutt & Glazer, disclosed in a court
filing that he and his firm do not represent any interest adverse
to the Debtor and its bankruptcy estate.

The firm can be reached through:

     Brian S. Behar, Esq.
     Behar, Gutt & Glazer, P.A.
     DCOTA, Suite A-350
     1855 Griffin Road
     Fort Lauderdale, FL 33004
     Phone: (305) 931-3771
     Email: bsb@bgglaw.com

                       About Global Caribbean
  
Global Caribbean, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14402) on May 4,
2021.  In its petition, the Debtor disclosed total assets of up to
$500,000 and total liabilities of up to $1 million.  Judge Scott M.
Grossman oversees the case.  Brian S. Behar, Esq., at Behar, Gutt &
Glazer, P.A., is the Debtor's legal counsel.


GOPHER RESOURCE: Moody's Lowers CFR to Caa1, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Gopher
Resource, LLC, including the corporate family rating and senior
secured to Caa1 from B2 and probability of default rating to
Caa1-PD from B2-PD. Moody's also changed the rating outlook to
negative from ratings under review. This concludes the review for
downgrade that was initiated on April 13, 2021.

The rating action reflects Gopher's high financial leverage (above
8x, Moody's adjusted debt-to-EBITDA) and limited liquidity. This
constrains the company's flexibility as it contends with the
additional strain of the ongoing regulatory investigation into
excess lead/toxin exposure to workers at one of its two plants, the
related expenses and potential for lawsuits, as well as the
reputational impact. The company is facing increasing costs (e.g.
from legal/professional expenses, potential unexpected plant
remediation) amid inflationary pressures that will likely slow the
pace of earnings recovery. Moody's expects financial leverage to
remain elevated and unlikely to meet Moody's previous expectations
in the near term, despite improving demand. Social risk was a
driver in this rating action as the ongoing investigation is around
worker safety in the plant.

Downgrades:

Issuer: Gopher Resource, LLC

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

Corporate Family Rating, Downgraded to Caa1 from B2

Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD4)
from B2 (LGD3)

Senior Secured Revolving Credit Facility, Downgraded to Caa1
(LGD4) from B2 (LGD3)

Outlook Actions:

Issuer: Gopher Resource, LLC

Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The ratings reflect Gopher's modest scale, high degree of customer
concentration, limited product diversification and reliance on two
recycling facilities that make its earnings vulnerable to unplanned
plant disruptions or operating inefficiencies. Debt-to-EBITDA
should improve towards a mid 6x range over the next year with
improving demand, and the EBITDA margin (after Moody's standard
adjustments) should recover towards the high-teens range into 2022.
Nevertheless, Moody's anticipates the EBITDA margin will lag
historical levels (of above 20%), which had trended down prior to
the pandemic. Free cash flow (cash flow from operations less
capital expenditures less dividends) is constrained by annual
dividend distributions, an aggressive policy considering the
company's risk profile.

Gopher benefits from a largely contracted book of business (about
90% of revenue), including price and volume commitments, with the
leading lead-acid battery manufacturers. This reflects the
essential service the company provides, with demand for recycled
lead expected to exceed available recycling capacity and supply for
the foreseeable future. Demand for recycled lead is driven by
battery manufacturers with a large installed base of automotive
lead-acid batteries in North America, which creates a recurring
replacement cycle. The fee-for-service operating model minimizes
commodity price risk with only about 10% of volumes and revenues
vulnerable to spot market fluctuations. Gopher's leading position
in the lead-acid battery recycling industry and longstanding
customer relationships also support the ratings.

Liquidity is adequate currently but modest for the company's
business risk. Unrestricted cash of approximately $18 million (as
of May 2021) -- partly boosted by $10 million of revolver
borrowings - and revolver availability marginally cover annual
interest expense (approximately $30 million) and mandatory term
loan amortization (about $5 million). As well, Moody's expects
about break even to modestly positive free cash flow into 2022.

The $40 million revolving credit facility due 2023 has roughly
$18.3 million available, net of posted letters of credit. The
facility is subject to a springing total net leverage ratio, tested
at quarter-end if the aggregate amount drawn, including L/Cs (above
a carveout), exceeds 35% or $14 million of the facility. Given the
potential cash commitments and relatively limited covenant cushion,
a disruption to operations could result in a covenant breach and no
access to the revolver. The first-lien term loan due 2025 has no
financial maintenance covenants and there are no near-term debt
maturities other than the scheduled amortization.

The negative outlook reflects the uncertainty around the pending
outcome of the Tampa plant investigation, with potential additional
risks to the company (fines, lost business, unexpected plant
disruption or costs for required updates, legal expenses and
potential claims). This could adversely change its credit profile,
considering Gopher's high leverage and relatively modest liquidity
from cash and the revolving credit facility.

Gopher benefits from an environmental incentive for battery
manufacturers to support a closed-loop industry as automotive
batteries are banned from landfills and incineration due to lead's
toxicity. Lead can be infinitely recycled without a loss in quality
and recycled lead is cheaper than virgin or imported lead, making
battery production more affordable and providing an economic
incentive that drives customer demand for recycled lead. Further,
with no primary lead smelting in the US (the last domestic smelter
shuttered in 2013), the North American lead market is short on
recycling capacity and supply. Nevertheless, the company has
smelting capabilities that can produce a wide variety of high-value
alloys to meet customer specifications.

From a social risk perspective, there is inherent risk for
employees to be exposed to lead/toxins. There are regulations in
place to minimize over-exposure but the ongoing regulatory
inspection of the Tampa plant and legal challenges could come at
material cost to the company. In terms of governance risk, Moody's
expects the financial policy to remain fairly aggressive with
annual distributions likely to continue, although discretionary and
historically tailored around the level of cash and cash flow
generation. Moody's also notes the company has previously issued
incremental term debt to help fund a $55 million distribution to
its sponsor.

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

An upgrade could result from significant expansion of scale,
reduced reliance on key customers, higher than anticipated growth
in margins and free cash flow, boosted by better than expected
volumes that translate into higher operating efficiencies.
Debt-to-EBITDA approaching 5x on a sustained basis and about
mid-single digit free cash flow-to-debt would be important for an
upgrade.

The ratings could be downgraded if Moody's expects additional
meaningful disruption in plant operations, which might include an
outcome of the Tampa plant investigation, or unfavorable
developments related to lead-acid battery recycling initiatives.
Inability to shore up liquidity to address the outcome and/or
related costs could add further downward rating pressure. A lack of
margin growth or lower than expected efficiency improvements could
also negatively impact the ratings. Debt-to-EBITDA expected to
remain at or above the mid-6x range or if free cash flow is
negative could also result in a downgrade. Additionally, an
accident related to lead handling/processing could also lead to a
downgrade.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

Gopher Resource, LLC is a leading recycler of lead-acid batteries
in North America with a majority of the refined lead being re-used
in automotive and industrial batteries. Gopher Resource takes spent
batteries, separates the lead, plastic and acid and through
smelting and refining processes, produces lead, metal alloys and
plastic pellets for its customers. Revenues approximated $353
million for the latest twelve-month period ended March 31, 2021.
Gopher is owned by private equity sponsor, Energy Capital Partners,
following the January 2018 leveraged buyout.


GREEN SIDE: Court Approves Disclosure Statement
-----------------------------------------------
Judge Stephen D. Wheelis has entered an order approving the
Disclosure Statement of Green Side Up Rental LLC.  The order does
not include a hearing date to consider confirmation of the Debtor's
Plan.

As reported in the TCR, under the Plan, secured creditors will be
paid in installments
until paid in full.  They will retain their liens until they are
paid in full.  There are no unsecured claims in the case.  The
equity holders are unimpaired under the Plan.

A copy of the Disclosure Statement dated March 19, 2021, is
available at https://bit.ly/3wgJEYi



                       About Green Side Up Rental

Green Side Up Rental LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-80421) on
Aug. 7, 2020, listing under $1 million in both assets and
liabilities.  L. Laramie Henry, Esq., at L. LARAMIE HENRY, is the
Debtor's counsel.


GREEN VALLEY: Court Conditionally Approves Disclosure Statement
---------------------------------------------------------------
Judge Jerrold N. Poslusny, Jr., has entered an order conditionally
approving the Disclosure Statement of Green Valley at ML Country
Club, LLC.

A hearing will be held on Aug. 5, 2021, at 10:00 a.m. (a date
within 45 days of the filing of the Plan) for final approval of the
Disclosure Statement (if a written objection has been timely filed)
and for confirmation of the Plan before the Honorable Jerrold N.
Poslusny, Jr., United States Bankruptcy Court, District of New
Jersey, 400 Cooper Street Camden, NJ 08101, in Courtroom 4C.

July 29, 2021, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.

July 29, 2021, is fixed as the last day for filing written
acceptances or rejections of the Plan.

                About Green Valley at ML Country Club

Green Valley LLC at ML Country Club, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No.
21-11747) on March 3, 2021. In the petition signed by Louis Sacco,
managing member, the Debtor disclosed total assets of up to $50,000
and total liabilities of up to $1 million.  Judge Jerrold N.
Poslusny, Jr. oversees the case.

McDowell Law P.C. and Scott N. Silver, PC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.

Wilmington Savings Fund Society, FSB, as lender, is represented by
Ballard Sphar, LLP.


GROM SOCIAL: Closes $10 Million Public Offering
-----------------------------------------------
Grom Social Enterprises, Inc. announced the closing of its
underwritten public offering of 2,409,639 units at a public
offering price of $4.15 per unit for aggregate gross proceeds of
approximately $10.0 million prior to deducting underwriting
discounts, commissions, and other offering expenses.  

Each unit issued in the offering was comprised of one share of
common stock and one warrant to purchase one share of common stock.
Each warrant is exercisable for one share of common stock at an
exercise price of $4.565 per share and will expire five years from
issuance.  In addition, the Company granted the underwriters a
45-day option to purchase up to an additional 361,445 shares of
common stock and/or warrants to purchase up to 361,445 shares of
common stock at the public offering price less the underwriting
discounts and commissions.  The common stock and warrants began
trading on the Nasdaq on June 17, 2021 under the symbols "GROM" and
"GROMW", respectively.

EF Hutton, division of Benchmark Investments, LLC, acted as sole
book-running manager and Revere Securities LLC acted as co-manager
for the offering.

The Securities and Exchange Commission declared effective a
registration statement on Form S-1 (File No. 333-253154) relating
to these securities on June 16, 2021.  A final prospectus relating
to this offering was filed with the SEC.  The offering was made
only by means of a prospectus, copies of which may be obtained,
when available, from: EF Hutton, division of Benchmark Investments
LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention:
Syndicate Department, or via email at
syndicategroup@efhuttongroup.com or telephone at (212) 404-7002.

                         About Grom Social

Boca Raton, Florida-based Grom Social Enterprises, Inc. --
www.gromsocial.com -- is a media, technology and entertainment
company focused on delivering content to children under the age of
13 years in a safe secure Children's Online Privacy Protection Act
("COPPA") compliant platform that can be monitored by parents or
guardians. The Company operates its business through the following
four wholly-owned subsidiaries: Grom Social, Inc., TD Holdings
Limited, Grom Educational Services, Inc. , and Grom Nutritional
Services, Inc.

Grom Social reported a net loss of $5.74 million for the year ended
Dec. 31, 2020, compared to a net loss of $4.59 million for the year
ended Dec. 31, 2019.  As of March 31, 2021, the Company had $17.51
million in total assets, $6.77 million in total liabilities, and
$10.74 million in total stockholders' equity.

BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated April 13, 2021, citing that the Company has incurred
significant operating losses since inception and has a working
capital deficit which raises substantial doubt about its ability to
continue as a going concern.


GRUBHUB HOLDINGS: Moody's Puts B1 CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Grubhub Holdings Inc.'s credit
ratings, including its B1 Corporate Family Rating and the B1 rating
on the $500 million of senior unsecured notes, on review for
downgrade. Grubhub Holdings Inc. is a wholly-owned direct
subsidiary of Grubhub Inc (Grubhub). The ratings action follows the
completion of the acquisition of Grubhub Inc. by Just Eat
Takeaway.com N.V. on June 16, 2021. As part of the ratings action,
Moody's downgraded Grubhub Holdings Inc's Speculative Grade
Liquidity rating to SGL-2, from SGL-1.

On Review for Downgrade:

Issuer: Grubhub Holdings Inc.

Corporate Family Rating, Placed on Review for Downgrade, currently
B1

Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B1 (LGD4)

Downgrades:

Issuer: Grubhub Holdings Inc.

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

Outlook Actions:

Issuer: Grubhub Holdings Inc.

Outlook, Changed To Rating Under Review From Stable

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

Grubhub's $500 million of senior unsecured notes will remain
outstanding following the acquisition but the $225 million of
revolving credit facility has been terminated. Moody's placed
Grubhub's ratings on review for downgrade to reflect the lack of
visibility into Grubhub's business strategy and financial policy
after its acquisition and Grubhub's eroding profitability.
Grubhub's Gross Food Sales have surged during the pandemic despite
the declines in order volumes in New York City, its key market.
However, temporary fee caps imposed by regulators, intense
competition and the higher mix of Grubhub-delivered food orders
that have higher expenses have pressured adjusted EBITDA and
operating cash flow generation over the twelve months ended March
31, 2021. As a result, Grubhub's gross leverage has increased
significantly. Furthermore, it is unclear how consumer behavior and
competitive conditions in the industry will change as social
restrictions are lifted and restaurants resume in-store dining
services at full capacity.

Moody's review of the ratings will focus on: (i) Grubhub's business
strategy under the new parent and in the post-pandemic environment;
(ii) Grubhub's financial strategy, including capital structure,
liquidity management and potential support to Grubhub from the
ultimate parent; and, (iii) Moody's expectations for Grubhub's
profitability over the next 12 to 24 months.

Grubhub's credit profile reflects elevated leverage and the
uncertain outlook for its profitability amid intense competition in
the US online food ordering and delivery industry. Grubhub's EBITDA
margins have been pressured over the last few years as it has
substantially increased investments to drive growth in restaurants
and diners and expanded its delivery footprint. In recent quarters,
temporary delivery fee caps instituted by regulators on third-party
food delivery providers in certain large cities have eroded
Grubhub's profitability. The rating is supported by Grubhub's good
liquidity and the large operating scale of its online marketplace
and food delivery services that supported 33 million active diners
and facilitated $2.6 billion in Gross Food Sales in the first
quarter of 2021.

Moody's downgraded Grubhub's speculative grade liquidity rating to
SGL-2, from SGL-1, to reflect the cancellation of the $225 million
of revolving line of credit and the company's weak free cash flow.
The SGL-2 liquidity rating reflects Grubhub's good liquidity that
will be principally supported by its good cash and investments (net
of restaurant liability).

Grubhub Inc. is a provider of online and mobile platform for
restaurant pick-up and delivery orders and offers delivery services
to restaurants.

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


GRUPO AEROMEXICO: U.S. Court Extends Plan Deadline by 75 Days
-------------------------------------------------------------
Grupo Aeroméxico, S.A.B. de C.V. (BMV: AEROMEX) announced June 22,
2021, that the U.S. Bankruptcy Court for the Southern District of
New York, presiding over Aeromexico's Chapter 11 voluntary
financial restructuring process, approved a 75 calendar day
extension of the Company's exclusive period to propose a plan of
reorganization.

The Court approved the extension because, among other reasons, of
the good progress the Company has made with its restructuring.
Aeromexico will continue pursuing, in an orderly manner, its
voluntary financial restructuring through Chapter 11, while
continuing to operate and offer services to its customers and
contracting from its suppliers the goods and services required for
operations.  The Company will continue to strengthen its financial
position and liquidity, protect and preserve its operations and
assets, and implement necessary adjustments to mitigate the effects
of COVID-19.

                       About Grupo Aeromexico

Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ --
is a holding company whose subsidiaries are engaged in commercial
aviation in Mexico and the promotion of passenger loyalty
programs.

Aeromexico, Mexico's global airline, has its main hub at Terminal 2
at the Mexico City International Airport. Its destinations network
features the United States, Canada, Central America, South America,
Asia and Europe.

Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.

Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as
counsel to the Debtors.


GVS PORTFOLIO I C: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: GVS Portfolio I C, LLC
        814 Lavaca Street
        Austin, TX 78701

Business Description: GVS Portfolio I C, LLC operates a self-
                      storage facility.

Chapter 11 Petition Date: June 23, 2021

Court: United States Bankruptcy Court
       Northern District of Texas

Case No.: 21-31164

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Thomas R. Califano, Esq.
                  SIDLEY AUSTIN LLP
                  787 Seventh Avenue
                  New York, NY 10019
                  Tel: (212) 839-5300
                  Email: tom.califano@sidley.com

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Robert D. Albergotti, authorized party.

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

https://www.pacermonitor.com/view/IYILO5I/GVS_Portfolio_I_C_LLC__txnbke-21-31164__0001.0.pdf?mcid=tGE4TAMA

Consolidated List of Debtor's 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Ohio Department of Taxation      Sales Taxes         $1,291,629
PO Box 181140
Columbus, OH
43218-1140

2. Bayard PA                        Professional          $479,663
Attn: Neil B. Glassman                Services
600 N. King St, Suite 400
Wilmington, DE 19801
Tel: (302) 655-5000
Email: nglassman@bayardlaw.com

3. Cupertino Builders, LLC              Trade             $432,754
1159 Sonora Ct, Suite 202
Sunyvale, CA 94086

4. Vision Builders                      Trade             $287,975
8130 State Highway 150 West
Coldspring, TX 77331

5. AllPro                               Trade             $190,238
124 E. Bandera, Suite 204
Boerne, TX 78006

6. West Texas Stone Solutions           Trade             $186,543
5206 Orsini Blfs,
Round Rock, TX 78665

7. Alliance Tax Advisors            Professional          $136,328
433 E. Las Colinas Blvd               Services
Suite 300
Irving, TX 75039

8. Siegel Jennings Co., LPA         Professional          $132,530
23425 Commerce Park Dr,               Services
Suite 103
Cleveland,OH 44122

9. SpareFoot                            Trade              $55,793
720 Brazos Street
Suite 300
Austin, TX 78701

10. City of Houston Utility           Utilities            $43,701
Bill-Water-1560
PO Box 1560
Houston, TX 77251

11. Waste-Managers, LLC               Utilities            $35,065
PO Box 847
Corning, CA 96021

12. Holland Roofing Inc.                Trade              $30,430
7450 Industrial Road
Florence, KY 41042

13. Mississippi Power                  Utilities           $26,375
PO Box 245
Birmingham AL
35201-0245

14. Pedernales Electric                Utilities           $24,691
Cooperative - PEC
PO Box 1
Johnson City, TX 78636

15. Penco Access Control LLC             Trade             $21,259
4067 Hollister Street
Houston,TX 77080

16. Sibrian Landscaping                  Trade             $19,978
5300 DeSoto Drive, Apt. 329
Houston, TX 77091

17. Brookstone Construction              Trade             $16,133
Group LLC
521 Sage Run Dr.
Lebanon OH 45036

18. Southern Pine Electric             Utilities           $15,979
Power Association
PO Box 60
Taylorsville, MS
39168-0060

19. SiteLink                             Trade             $14,798
P.O. Box 19744
Raleigh, NC 27619

20. City of Dallas                     Utilities           $14,274
Water Utilities
City Hall, 2D South
Dallas, TX 75277

21. SAGE Storage                       Insurance           $14,149
Insurance Servicing
121 Broadway, Suite 574
San Diego, CA 92101

22. Bottini Fuel                         Trade             $13,953
PO Box 1640
Wappingers Falls, NY
12590-8640

23. Cardinal Landscaping                 Trade             $12,581
1192 S. Nixon Cam Rd.
Oregonia, OH 45054

24. HD Supply Facilities                 Trade             $12,118
Maintenance Ltd
PO Box 509058,
San Diego, CA 92150-9058

25. Prosperity Construction LLC          Trade             $11,548
100 Calumet Gardens
Ste 103, Madison, MS 39110

26. Ameren Illinois                    Utilities           $11,330
PO Box 88034
Chicago, IL 60680-1034

27. Youngstown Fence Inc.                  Trade           $10,110
235 E. Indianola Avenue
Youngstown, OH 44507

28. RMM Houston, LLC                       Trade            $9,680
7450 Industrial Road
Florence, KY 41042

29. A&A Landscaping and                    Trade            $9,600
Plowing, Inc.
27 Delano St
Poughkeepsie, NY 12601

30. Constellation                        Utilities          $9,508
NewEnergy, Inc.
P.O. Box 4640
CarolStream, IL 60197-4640


HERITAGE CHRISTIAN: Seeks to Hire Charles G. Snyder as Appraiser
----------------------------------------------------------------
Heritage Christian Schools of Ohio, Inc., seeks approval from the
U.S. Bankruptcy Court for the Northern District of Ohio to hire
Charles G. Snyder Company LLC to appraise its property.

The firm will charge $1,500 for the appraisal report and $275 per
hour for any additional services such as court appearances.

As disclosed in court filings, Charles G. Snyder is a
"disinterested person" within the meaning of Sections 101(14) and
327 of the Bankruptcy Code.

The firm can be reached through:

      Charles G. Snyder
      Charles G. Snyder Company, LLC
      120 East High Avenue
      New Philadelphia, OH 44663
      P: +1-330-343-6213
      F: +1-330-343-0751
      Email: gilsnyder@charlesgsnyder.com

             About Heritage Christian Schools of Ohio

Heritage Christian Schools of Ohio, Inc. --
https://heritagechristianschool.org -- is a tax-exempt private
Christian school located in Canton, Ohio.

Heritage Christian Schools of Ohio filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio
Case No. 21-60124) on Feb. 2, 2021.  In the petition signed by
Sharla Elton, superintendent, the Debtor disclosed $1,206,968 in
assets and $626,431 in liabilities.  Judge Russ Kendig presides
over the case.  

The Debtor tapped Anthony J. DeGIrolamo, Esq., as legal counsel and
Carolyn Valentine Co. Inc. as accountant and financial advisor.


HERITAGE POWER: S&P Downgrades Senior Secured Debt Rating to 'B'
----------------------------------------------------------------
On June 18, 2021, S&P Global Ratings lowered its rating on
Heritage's senior secured term loan facility and revolving credit
facility to 'B' from 'B+'. The '3' recovery rating, indicating its
expectations for meaningful (50%-70%; rounded estimate: 60%)
recovery in a default scenario, is unchanged.

The negative outlook reflects S&P's view that Heritage's DSCR ratio
could drop below 1.10x on a sustained basis.

Heritage is a portfolio of 16 power plants located across
Pennsylvania, Ohio, and New Jersey, as well as four different zones
in the PJM: American Transmission Systems Inc. (ATSI), Mid-Atlantic
Area Council (MAAC), Eastern MAAC (EMAAC), and the remaining areas
of the regional transmission organization (RTO).

The portfolio, which is 100% owned by GenOn Holdings LLC and has a
total capacity of about 2.35 gigawatts (GW), uses various
technologies (for example, steam turbines and combined cycle gas
turbines) designed by various suppliers (such as GE, Siemens, and
Alstom) and primarily employs natural gas and No. 2 fuel oil. Some
plants are dual-fuel capable.

On average, about 80% of the project's cash flows are sourced from
capacity payments

The portfolio benefits from good geographic diversity as the assets
are dispersed across four different PJM zones (RTO, EMAAC, MAAC,
and ATSI)

Energy hedges through March 2022 for the Shawville and New Castle
plants provide energy margin protection

The portfolio materially relies on capacity prices in PJM and any
deviation from S&P's expectations will affect its profitability

The portfolio is composed of older and less-efficient assets with
heat rates in the 10,000 Btu/kilowatt per hour (KWh) to 15,000
Btu/KWh range and is unlikely to earn material energy margin during
normal times

The high proportion of revenues sourced from capacity payments
means compliance with capacity performance rules in PJM will likely
heighten costs in the event of operational outages that could
detract from cash flow available for debt service (CFADS)

While being constructed as a portfolio, there is an overreliance on
the Shawville, New Castle, and Gilbert plants, which contributes
about 60% of aggregate CFADS for the life of the term loan

Lower projected capacity prices for PJM should result in lower cash
flows.

A high proportion of Heritage's revenues are sourced from capacity
payments, which makes it vulnerable to lower capacity prices. The
recent base rate auction results for PJM were lower than expected
for all zones. RTO cleared at $50/MW-day for the 2022-2023 delivery
year, which compares unfavorably with the last auction clearing
price of $140/MW-day for the 2021-2022 delivery year. The impact on
Heritage was somewhat mitigated by the pricing premium for its main
zones of MAAC and EMAAC. However, MAAC and EMAAC cleared at lower
prices than in the previous auction at $95.79/MW-day and
$97.86/MW-day for the 2022-2023 delivery year, respectively,
compared with $140.0/MW-day and $165.73/MW-day, respectively, for
the 2021-2022 delivery year. Heritage cleared a higher capacity at
about 2,283 MW compared with 2,173 MW as of last auction.

Furthermore, S&P Global Ratings has revised its medium-to-long term
capacity price assumptions for PJM. The largest impact for
Heritage's cash flows is mostly due to our revisions to RTO and
EMAAC pricings. S&P said, "We are now forecasting EMAAC prices of
$140/MW-day in the 2023-2024 and 2024-2025 delivery years. We were
previously assuming a $145/MW-day starting in the 2022-2023
auction. For MAAC, we assume a price of $120/MW-day for the
2023-2024 and 2024-2025 delivery years."

Consequently, lower capacity prices are expected to negatively
affect Heritage's projected cash flow generation and term loan B
sweep. S&P also does not anticipate that this downward revision
will be sufficiently offset by higher energy margins.

Heritage underperformed in 2020, which has resulted in slower debt
payment than initially expected.

The company's financial performance over the course of 2020 was
also weaker than expected. EBITDA was lower than budgeted by about
$12.4 million. This was partially caused by a decline in energy
margin due to COVID-19 pandemic-related demand destruction.
Furthermore, Heritage experienced some basis leakage for its heat
rate call options (HRCOs), in part due to gas and pricing
differences between hub and node caused by COVID-19 disruption.
Finally, the project experienced higher-than-projected operating
costs related to its testing of facilities to increase overall
capacity, as well as maintenance spending on the Sayreville CT3
unit. While S&P was not expecting a high level of debt repayment in
2020 due to low capacity prices and softness in the market, a
weaker performance than projected has slowed down debt repayment.
DSCRs have also been under pressure at 1.14x at the end of
fourth-quarter 2020 and 1.11x at the end of first-quarter 2021.

Furthermore, the $20 million liquidity reserve, which was set aside
to provide support to meet operating costs when necessary, is now
depleted and will no longer be able to support DSCRs above 1.1x.
S&P said, "However, we would expect DSCRs to improve over the
course of 2021 as the effect of lower 2020 capacity prices will no
longer be factored in. As in our previous analysis, we have
continued to exclude the DSCRs that occurred in 2020 and the first
half of 2021."

Lower projected debt paydown will result in depressed DSCRs over
S&P's outlook horizon.

Lower long-term capacity prices are projected to result in a slower
pace of deleveraging than initially expected. S&P said, "We are now
forecasting outstanding debt of about $316 million at maturity
versus our previous expectation of about $267 million. Furthermore,
under our base-case scenario, we are projecting stable operating
performance with no prolonged unplanned outages. We also expect
that the HRCOs will perform as expected and that the spark spreads
will remain in the $8/MWh-$11/MWh range." If Heritage's performance
was weaker than projected, this could also put pressure on the
available cash flows for debt repayment.

S&P said, "As a result, we are now projecting a minimum DSCR of
1.09x occurring in 2027, largely due to a large one-off lease
payment for the Shawville power plant. This is lower than in our
last review when we were expecting a DSCR of 1.30x in 2027. The
average DSCR is now 1.52x through 2034. We also assume that the
term loan B will be refinanced at maturity with a sculpted-style
repayment profile and expect it will be fully repaid by 2034 (based
on a portfolio useful asset life through 2039). Upcoming reforms
could potentially lead us to revise our expected asset life.

"The negative outlook reflects our view that Heritage's DSCR ratios
could drop below 1.10x on a sustained basis. This could result from
deteriorating energy margins or lower-than-expected capacity prices
in PJM during uncleared periods, resulting in lower cash flow
sweeps that increase the debt outstanding at refinancing. We
project a minimum of 1.09x in 2027 during the post-refinancing
period due to a large one-off lease payment for Shawville, with
average DSCRs of 1.52x. We expect the project will have about $316
million outstanding at maturity on its term loan B.

"We could lower the rating if the project can't consistently
maintain a minimum DSCR of 1.10x. This could occur if energy
margins deteriorate or because of lower-than-expected capacity
prices in PJM during uncleared periods, resulting in lower cash
flow sweeps that increase the debt outstanding at refinancing.

"We could also revise the outlook or lower the rating if the
portfolio experienced unexpected operational outages or if the
project fails to sweep material cash, which could again heighten
refinancing risk.

"We could revise the outlook to stable if the project can
consistently maintain a minimum DSCR of 1.10x. This could be
spurred by improving energy margins or better-than-expected
capacity prices in PJM during uncleared periods, resulting in
higher cash flow sweeps that lower the debt outstanding at
refinancing."



HOLY REDEEMER: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Holy Redeemer Health System's (HRHS or
Redeemer) 'BB+' Issuer Default Rating (IDR) and revenue bond
ratings on the following bonds issued by Montgomery County Higher
Education & Health Authority on behalf of HRHS:

-- $77.9 million revenue bonds, series 2016A;

-- $40.8 million revenue refunding bonds, series 2014A.

The Rating Outlook is Stable.

SECURITY

Debt payments are secured by a pledge of the gross receipts of the
obligated group, a mortgage on Holy Redeemer Hospital and Medical
Center (HRHMC), and a debt service reserve fund.

ANALYTICAL CONCLUSION

HRHS' financial performance improved through the third quarter of
fiscal 2021 ended March 31 and appears to be stabilizing at levels
that are expected to be below 6% operating EBITDA margin,
consistent with the below investment grade category rating. Despite
the low operating cash flow expectation, HRHS' liquidity continues
to be strong (182 days cash on hand at FYE 2020), which supports
the rating affirmation and Stable Outlook at the 'BB+' rating.

Over the longer term, Fitch expects that HRHS will continue post
near breakeven operating results as its senior division continues
to stabilize and management remains focused on cost containment and
takes advantage of new revenue opportunities. Moreover, Fitch
believes that the balance sheet will remain adequate as there are
no plans for additional debt or major capital plans over the near
term and should continue to provide some cushion for debt and
expenses in the coming year.

KEY RATING DRIVERS

Revenue Defensibility: 'bb'

Competitive Market; Solid Payor Mix

HRHS' revenue defensibility is midrange, primarily due to a payor
mix with moderate concentration to Medicaid and self-pay,
accounting for just over 20% of gross revenue in fiscal 2020. The
payor mix is partly a reflection of HRHS' location in Montgomery
County, which has favorable demographics. Holy Redeemer also
benefits somewhat from its diversified revenue stream which
comprises the entire spectrum of inpatient and outpatient services,
including acute care, long-term care, residential care/services and
home health and hospice care in both Pennsylvania and New Jersey.
This offsets some of the revenue defensibility challenges
originating from Redeemer's position as a smaller, independent
provider with limited leverage in a highly competitive region of
southeastern Pennsylvania that includes several large and well
capitalized health systems. HRHS' modest 11% market share (hospital
only) has been relatively stable over the past three years.

Operating Risk: 'bb'

Existing Operating Losses Impaired Further by Coronavirus Pandemic

Operating performance has been pressured over the last five years
due to a variety of challenges impacting the sector and was
recently exacerbated by the pandemic. Despite these pressures, HRHS
posted a slight operating gain through the nine-months ending March
31. Improvement is being driven by stimulus funds, strong expense
controls with management holding operating expenses to under a 1%
increase through the third quarter of fiscal 2021 compared to the
same time period last year, improved productivity, and stabilized
volumes on the hospital side and home health.

Management indicated that it expects to the end the fiscal year
with near breakeven operations which it will achieve through
continued stabilization in business volume and cost containment.
Additionally, HRHS' new partnership with Cooper University Health
Care MD Anderson Cancer Center at Cooper, an integrated cancer care
program with Cooper University Health Care and MD Anderson Cancer
Center is expected to bring additional volume to the health
system.

Management expects capital spending to remain mostly routine, where
spending will be at about depreciation in the near term. Average
age of plant was 14.9 years as of fiscal 2020, which is somewhat
high, but is elevated partially due to long-term care facilities
that do not require as much capital reinvestment.

Financial Profile: 'bb'

Financial Profile Expected to Weaken

HRHS' unrestricted reserves improved from $179 million as of FYE
2019 to $220 million as of March 31, 2021. Fitch's calculation of
HRHS' unrestricted reserves excludes $41 million in advance
Medicare payments. Management attributes improved liquidity to
strong investment markets and lighter capital spend. HRHS has some
exposure to a frozen defined benefit pension plan, and operating
leases are manageable. The defined benefit plan was frozen on Dec.
31, 2017. The pension was 67% funded at FYE 2020 relative to a
projected benefit obligation of $176 million. Per Fitch's approach
for total adjusted debt, Fitch counts within adjusted debt the
portion of the pension that is funded below 80% (which translates
into a debt equivalent of $27 million).

In fiscal 2020, HRHS had $3.2 million of operating lease expense,
translating to a debt equivalent of nearly $17.2 million (based on
a 5x lease expense). In total, HRHS adjusted debt as of March 31,
2021 (utilizing FYE 2020 debt equivalents) was approximately $188.5
million. As a result, HRHS' net adjusted debt position at March 31,
2021 was (favorably) negative and cash to adjusted debt measured
122%.

Fitch's base case scenario reflects the expectation that HRHS will
continue to post near breakeven operations. Capital spending is
assumed to roughly equal depreciation, and as such leverage metrics
remain relatively stable. Through the stressed case (which assumes
a mild revenue stress and a portfolio stress of negative 9% based
on HRHS' investment allocation), HRHS net adjusted debt to adjusted
EBITDA remains negative and by year four cash to adjusted debt
improves to 1105%.

ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS

There are no asymmetric additional risk considerations affecting
the IDR and revenue bond rating determinations.

RATING SENSITIVITIES

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

-- Sustained operating EBITDA margins close to or above 7% that
    leads to an Operating Risk driver assessment of 'bbb';

-- A sustainable increase in unrestricted cash and investments
    that leads to cash-to-adjusted debt being maintained at well
    above 120%.

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

-- Reversal of the current operating trend with margins dipping
    below 5% for a sustained time period;

-- Material decline in unrestricted reserves with cash to
    adjusted debt declining below 100%.

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.

HRHS' obligated group consists of HRHMC, a 239 licensed-bed (163
staffed) acute care hospital in Meadowbrook, PA, approximately 20
miles from downtown Philadelphia; St. Joseph Manor (St. Joseph), a
63 unit assisted living (AL) and 296 bed skilled nursing facility
(SNF); Lafayette Redeemer (Lafayette), a Type C (fee for service)
continuing care retirement community (CCRC) with 240 independent
living units (ILUs), 56 AL beds and 120 SNF beds; hospice and home
care operations in Pennsylvania; and HR Physician Services. The
obligated group represents about 79% of total system revenues and
95% of total system assets, with the acute care hospital
representing 43% the system's revenues. The consolidated system
includes a number of non-obligated entities, including home care
agencies and senior living facilities. In fiscal 2020, the
consolidated system had $426.2 million of total revenues.

ESG CONSIDERATIONS

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


HOSPITALITY INVESTORS: Court Okays $1.3 Bil. Ch. 11 Restructuring
-----------------------------------------------------------------
Law360 reports that Hospitality Investors Trust Inc. received court
approval Wednesday, June 23, 2021, in Delaware for its Chapter 11
restructuring plan that will rework the company's $1.3 billion in
debt and provide new liquidity to help the business's 100 hotel
properties survive in a post-pandemic world.

During a virtual hearing, debtor attorney Jordan E. Sazant of
Proskauer Rose LLP said the plan hinges on the cancellation of more
than $460 million in preferred equity interests and post-petition
loan obligations owed to plan sponsor Brookfield Strategic Real
Estate Partners II Hospitality REIT II LLC, in exchange for the new
common equity in the reorganized debtor.

                 About Hospitality Investors Trust

Headquartered in New York, Hospitality Investors Trust, Inc. --
http://www.HITREIT.com/-- is a self-managed real estate investment
trust that invests primarily in premium-branded select-service
lodging properties in the United States. As of Dec. 31, 2020,
Hospitality Investors Trust owns or has an ownership interest in a
total of 101 hotels, with a total of 12,673 guestrooms in 29
states.

Hospitality Investors Trust and subsidiary, Hospitality Investors
Trust Operating Partnership LP, sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-10831) on May 19, 2021. In the
petition signed by CEO and president, Jonathan P. Mehlman,
Hospitality Investors Trust disclosed total assets of
$1,701,867,000 as of March 31, 2021 and total liabilities of
$1,360,423,000 as of March 31, 2021.

The cases are handled by Honorable Judge Craig T. Goldblatt.

The Debtors tapped Proskauer Rose, LLP and Potter Anderson &
Corroon, LLP as legal counsel, and Jefferies LLC as financial
advisor. Morrison & Foerster, LLP serves as legal counsel to the
independent directors. Epiq Corporate Restructuring, LLC is the
Debtors' claims agent.








IMERYS TALC AMERICA: New Chapter 11 Acquisition Plan Lowers Risk
----------------------------------------------------------------
Law360 reports that bankrupt talc miner Imerys Talc America told a
Delaware judge Tuesday, June 22, 2021, that it has made changes to
its proposal to acquire operating businesses in its Chapter 11 case
that will minimize its risk exposure and help maximize the returns
on its potential investments.

During a virtual hearing, debtor attorney Helena G. Tseregounis of
Latham & Watkins LLP said the company has been sitting on more than
$200 million in sale proceeds for several months that are earning a
paltry return, and that by allowing the company to acquire several
small operating businesses, those returns would be pumped up.

                       About Imerys Talc America

Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.

Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc.
and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were
estimated to have $100 million to $500 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.

Judge Laurie Selber Silverstein oversees the cases.

The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC is the claims agent.

The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases.  The tort
claimants' committee is represented by Robinson & Cole, LLP.


INTERNATIONAL WIRE: S&P Withdraws 'B-' Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on International
Wire Group Holdings Inc., including its 'B-' issuer credit rating
and 'B-' issue-level rating on its $170 million senior secured
credit facility, at the issuer's request. At the time of the
withdrawal, S&P's outlook on the company was stable.



JACKSON DURHAM: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Jackson Durham Floral-Event Design, LLC asks the U.S. Bankruptcy
Court for the Middle District of Tennessee, Nashville Division, for
authority to use cash collateral and provide adequate protection.

The Debtor requests the Court to authorize use of cash collateral
nunc pro tunc to the Petition Date to fund ordinary business
operations and necessary expenses in accordance with the Budget.

The Debtor also asks the Court to consider its request on an
expedited basis and applied nunc pro tunc because the Debtor's
business operations and reorganization efforts will suffer
immediate and irreparable harm if it is not allowed to use cash
collateral. In particular, the requested financing must be approved
by June 25, 2021, to allow the Debtor to (i) meet its upcoming
payroll obligations, (ii) book and pay, in advance, for upcoming
travel for destination events, and (iii) pay post-petition
payables, including those payables necessary to produce client
events.

The Debtor requests a telephonic hearing on or before June 25,
2021, at either 11:00 a.m. or 1:00 p.m. This date is requested
because the Debtor's first post-petition payroll is set to run on
June 25 and the Debtor must further be financially prepared to pay
other ordinary operating costs as they arise.

The Debtor is an operating business with numerous vendors,
employees and clients that depend on its continuing performance of
its ongoing business obligations. The Debtor's business prospects
also rely, especially as the event industry begins to emerge from
COVID, on marketing and sales efforts to attract new clients.

The Debtor's Chapter 11 case progressed through the early stages
until acceleration of the COVID-19 pandemic. COVID-19 threw the
Debtor's industry and operations into a tailspin. The Debtor's cash
reserves were sapped, and Debtor decided to voluntarily dismiss its
Chapter 11 case to seek relief under the federal PPP and EIDL
programs. The Debtor received an EIDL grant and two PPP loans.

Based on a lien review conducted by the Debtor prior to the
petition date, it is believed that multiple parties assert an
interest in the Debtor's cash collateral. These parties are:

     a. CHTD Company filed a UCC-1 financing statement, Document
No. 834009230001, with the Texas Secretary of State, asserting a
lien in substantially all of the Debtor's assets. This lien secures
that certain secured promissory note in favor of Swift Financial,
LLC, as servicing agent for WebBank.

     b. Pinnacle Bank filed a UCC-1 financing statement, Document
No. 936440590001, with the Texas Secretary of State, asserting a
lien in substantially all of the Debtor's assets. This lien secures
that certain secured promissory note in favor of Pinnacle Bank.

     c. Sirrom Partners, L.P. filed a UCC-1 financing statement,
Document No. 936129840001, with the Texas Secretary of State,
asserting a lien in substantially all of the Debtor's assets. This
lien secures that certain secured promissory note in favor of
Sirrom. The Sirrom loan was approved as a debtor-in-possession loan
by order of the Court on February 14, 2020 (Doc. No. 99, Case No.
3:20-bk-00122), and Sirrom was granted a priming position over
Pinnacle. Sirrom is a related entity to the Debtor and is owned, in
part (less than 5%), by entities in which Sara Morris Garner has an
ownership interest. Ms. Garner has no control over the business
affairs of Sirrom.

As for adequate protection for the limited use of cash collateral,
the Debtor intends to provide the Secured Creditors a replacement
lien in accordance with 11 U.S.C. sections 361(2) and 552(b) to the
extent of cash collateral expended, and on the same assets and in
the same order of priority as currently exists. Any replacement
lien will be to the same extent and with the same validity and
priority as the Secured Creditor's pre-petition lien, without the
need to file or execute any document as may otherwise be required
under applicable nonbankruptcy law.

Further, the Debtor proposes to make $1,800 in monthly interest
payments to Pinnacle, beginning July 1, 2021, and on the first of
each month thereafter. The limitation of interest accrual for the
Debtor's junior Secured Creditor, Pinnacle, will benefit the
Debtor's remaining priority and unsecured creditors during the
pendency of the case.

A copy of the motion and the Debtor's budget from June to September
2021 is available for free at https://bit.ly/2T1wWxw from
PacerMonitor.com.

The Debtor projects total cash inflow of $20,000 and total outflow
of $10,972.78 for the week ending June 28.

          About Jackson Durham Floral - Event Design, LLC

Jackson Durham Floral - Event Design, LLC is a full-service event
design company. It sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 21-01907) on June 21,
2021. In the petition signed by Sara M. Garner, managing member,
the Debtor disclosed $303,554 in assets and $1,719,793 in
liabilities.

Judge Marian F. Harrison oversees the case.

R. Alex Payne, Esq. at Dunham Hildebrand, PLLC is the Debtor's
counsel.



JOANN INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
creative products retailer Joann Inc.

S&P said, "At the same time, we assigned a 'B' issue-level and '3'
recovery rating on the company's proposed new term loan due 2028.

The stable outlook reflects our expectation that Joann will
generate positive free operating cash flow (FOCF) and maintain
adjusted leverage below 4x over the next 12-24 months."

The refinancing transaction improves Joann's maturity profile while
its debt service burden has already benefited from recent
repayments. With the proposed transaction, the company will extend
the maturity on its senior secured facility to 2028 from 2023,
which is a credit positive. Its asset-based lending (ABL) facility
matures in 2025. Some of its ABL borrowings will be rolled into the
new term loan and we expect the company to maintain similar debt
levels on its balance sheet. S&P believes it could repay the
remainder of its ABL borrowings (about $70 million, pro forma for
the proposed transaction) using internally generated cash over the
next few years. Joann eliminated its second-lien term loan earlier
this year using cash proceeds from its IPO and ABL revolver,
leaving it with a healthier overall capital structure.

S&P said, "Tailwinds arising from the COVID-19 pandemic benefited
first-quarter earnings and we anticipate the momentum to continue
through the remainder of the year. The pandemic fueled a surge in
demand for fabrics and sewing products related to making masks as
well as arts and crafts products as a form of at-home
entertainment. We believe this drove a semi-permanent upward shift
in the size of the creative products industry as many consumers
took up new crafting and sewing hobbies that they will likely
continue after the pandemic abates."

The company continued to benefit from strong sales momentum and
good margin expansion in the first quarter, with comparable sales
increasing 15% relative to the prior year and EBITDA margin
improving over 500 basis points. S&P said, "We expect these trends
to moderate over the course of this year, while a 10% upward shift
in sales over the longer term is possible, relative to pre-pandemic
levels. However, there is significant uncertainty regarding the
permanence of the recent growth in the creative products industry,
in our view. We also believe competitive threats, especially from
online peers, could challenge Joann's recent market share gains. We
continue to apply a negative one-notch comparable rating analysis
modifier to reflect these risks."

S&P said, "We expect leverage to normalize in the high-3x range and
FOCF in the $75 million-$100 million range annually. Our forecast
incorporates an expectation for consistent good profitability,
enabled by recent sales growth that has allowed for some economies
of scale, as well as improved merchandise and inventory management.
Greater competitive pressures than we expect or a downward shift in
demand for its products could result in increasing leverage and
lower cash generation compared to our base-case forecast.
Nevertheless, we expect it will generate sufficient cash to
comfortably fund required amortization payments on its new term
loan and its newly implemented $0.40 per share quarterly dividend,
which amounts to about $17 million annually."

Its lower funded debt relative to pre-pandemic levels is owed to
good cash generation in fiscal 2021 (ended Jan. 30 2021), proceeds
from its IPO earlier this year, and proceeds from the recent sale
leaseback transaction of its distribution center in Opelika, Ala.
These were all used to significantly reduce its debt from
previously unsustainable levels.

The stable outlook on Joann reflects S&P's expectation that it will
consistently generate positive FOCF. It also expect its sponsor
will maintain its investment in Joann while supporting its
less-aggressive financial policy.

S&P could lower its rating on Joann if:

-- S&P expects leverage to increase above 5x, either due to a
sponsor-led leveraging transaction, or deteriorating performance;

-- S&P believes the company cannot generate FOCF of at least $50
million annually; or

-- It is unable to maintain its recent market share gains,
demonstrated by consistently negative comparable sales growth.

S&P could raise its rating on Joann if:

-- It continues to generate consistently positive comparable sales
growth even after consumer behavior normalizes in a post-pandemic
environment and the company demonstrates a record of defending its
market share against competitive threats; or

-- S&P expects the sponsor to exit its investment in the company
while at the same time it expects S&P Global Ratings-adjusted
leverage to be maintained below 4x.



JOYNER-BYRUM PROPERTIES: All Claims to Be Paid in Full in Sale Plan
-------------------------------------------------------------------
Joyner-Byrum Properties, LLC submitted a First Amended Plan of
Reorganization.

This Plan of Reorganization under Chapter 11 of the Bankruptcy Code
proposes to pay creditors of the Debtor from the sale of the
Property.

This Plan Provides for Class 1 - Priority claims excluding those in
Class 2, Class 2 – Ad valorem taxes, Class 3 – Secured claim of
Truist Bank, formerly BB&T, Class 4 – Nonpriority unsecured
creditors and Class 5 – Equity Security.

The Plan provides for the payment of all claims in full.

The Debtor's financial projections show that the Debtor will have
projected disposable income for the 3-year period described in
Section 1191(c)(2) of the Bankruptcy Code of $45,900,00.

The Debtor is currently renting out 5 of the 6 properties.  The
Plan assumes that any necessary repairs will be completed on the
6th property, located at 205 Monroe Street, Roanoke Rapids, NC,
within the year and that the Debtor will begin to rent that
property at a monthly rate of $500 no later than January 2022.  The
Debtor's principal creditor is Truist Bank, formerly BB&T, which
has an over-secured claim that will be paid in full under the Plan.
The remaining claims are to taxing authorities, and those will be
paid in full as well.

A copy of the First Amended Plan for Small Business is available at
https://bit.ly/3gOoPOf from PacerMonitor.com.

                   About Joyner-Byrum Properties

Joyner-Byrum Properties, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-00111) on Jan. 20,
2021.  At the time of filing, the Debtor had estimated assets of
between $100,001 and $500,000 and liabilities of between $50,001
and $100,000.  

Judge Joseph N. Callaway oversees the case.  

J.C. White Law Group, PLLC is the Debtor's legal counsel.


KAUMANA DRIVE: Court Grants Preliminary Approval to Plan
--------------------------------------------------------
Judge Robert J. Faris has entered an order granting preliminary
approval of the Combined Plan and Disclosure Statement filed by
Kaumana Drive Partners LLC and the Official Committee of Unsecured
Creditors.

A hearing to consider final approval of the Disclosure Statement
embedded in the Combined Disclosure Statement and Plan, and for
confirmation of the Plan will be held on August 30, 2021, at 2:00
p.m., in the Courtroom of the Honorable Robert Faris, Bankruptcy
Judge, located at 1132 Bishop Street, Suite 250-L, Honolulu, Hawaii
96813. The hearing will be held via telephonic conference.

Aug. 16, 2021, will be the deadline for the filing and service of
any objections to the Combined Disclosure Statement and Plan.

Aug. 16, 2021, at 4:00 p.m. HST, will be the deadline for ballots
to be received by Debtor's counsel.

Aug. 23, 2021, will be the deadline for the Debtor to file a ballot
summary and any replies to any objections to the Combined
Disclosure Statement and Plan, and its Confirmation Brief.

Attorneys for the Debtor:

     CHUCK C. CHOI
     ALLISON A. ITO
     CHOI & ITO
     Attorneys at Law
     700 Bishop Street, Suite 1107
     Honolulu, Hawaii 96813
     Telephone: (808) 533-1877
     Fax: (808) 566-6900
     Email: cchoi@hibklaw.com
            aito@hibklaw.com

                     About Kaumana Drive Partners

Kaumana Drive Partners, LLC, d/b/a Legacy Hilo Rehabilitation and
Nursing Center, is the owner of a skilled nursing care facility in
Hilo, Hawaii.  Kaumana sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Hawaii Case No. 19-01266) on Oct. 6,
2019.

At the time of the filing, the Debtor was estimated to have assets
between $10 million and $50 million and liabilities of the same
range.

The case is assigned to Judge Robert J. Faris.

The Debtor tapped Choi & Ito, Attorneys at Law, as its legal
counsel.


KC PANORAMA: Gets OK to Hire Ravosa Law as Legal Counsel
--------------------------------------------------------
KC Panorama, LLC received approval from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Ravosa Law Offices,
P.C. to serve as legal counsel in its Chapter 11 case.

The firm's hourly rates are as follows:

     Attorneys           $350 per hour
     Paralegal           $175 per hour
     Secretary/Clerical  $125 per hour

As disclosed in court filings, Ravosa Law Offices has no connection
with the Debtor, creditors or any other party in interest.

The firm can be reached through:

      Cynthia R. Ravosa, Esq.
      Ravosa Law Offices, P.C.
      Town & Country Legal Associates
      One South Avenue
      Natick, MA 01760
      Tel: (508)655-3013
      Fax: (508)205-0740

                    About KC Panorama LLC

KC Panorama LLC, a Waltham, Mass.-based company engaged in renting
and leasing real estate properties, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass Case No. 21-10827) on
June 4, 2021.  Kai Zhao, president of KC Panorama, signed the
petition.  In the petition, the Debtor disclosed total assets of
$11,703,396 and total liabilities of $23,507,162.  Ravosa Law
Offices, P.C. is the Debtor's legal counsel.


KINDRED HEALTHCARE: Moody's Puts B2 CFR Under Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Kindred Healthcare
LLC on review for downgrade following its proposed acquisition by
LifePoint Health, Inc. The ratings placed under review for
downgrade include the B2 Corporate Family Rating, B2-PD Probability
of Default Rating, and B3 senior secured rating. The outlook was
revised to rating under review from stable.

On June 21, 2021, LifePoint announced its proposed acquisition of
Kindred for an undisclosed sum. No further details are available at
this time in regards to the updated capital structure. Management
expects the transaction to close by the end of 2021.

On Review for Downgrade:

Issuer: Kindred Healthcare LLC

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

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

Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently B3 (LGD4)

Outlook Actions:

Issuer: Kindred Healthcare LLC

Outlook, Changed To Rating Under Review From Stable

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

Excluding the ongoing review, Kindred's B2 Corporate Family Rating
reflects its moderate financial leverage, ongoing reimbursement
pressures and low organic growth outlook for the overall business.
The rating is supported by good liquidity attributed to significant
financial and regulatory relief provided to hospital entities in
the face of the COVID-19 pandemic. The rating also benefits from
the company's demonstrated strong COVID-19 response, particularly
at its critical illness recovery hospitals (LTCHs).

The rating review will focus on the combined firm's larger scale,
diversified service offering and opportunities for synergies. The
review will also focus on the growth and financial profile
following the transaction, including capital structure, financial
leverage, financial policies and liquidity.

ESG considerations are material to the rating of Kindred. From a
governance perspective, the ownership of Kindred by private equity
firms increases the likelihood for aggressive financial policies,
such as debt-funded shareholder distributions.

As a for-profit hospital operator, Kindred faces social risk but
less so than operators in the general acute care space. The
affordability of hospitals and the practice of balance billing has
garnered substantial social and political attention. However, this
is less of an issue in the IRF and LTAC space because patient stays
in these facilities are never a "surprise". Hospitals are now
required to publicly provide greater price transparency into the
prices of their services, although compliance and practice is
inconsistent across the industry. Additionally, hospitals rely on
Medicare and Medicaid for a substantial portion of reimbursement.
Any changes to reimbursement to Medicare or Medicaid directly
impacts hospital revenue and profitability. Longer-term, the
potential for a single payor system (i.e. - Medicare For All), the
unification of post-acute reimbursement methodologies, or both
would drastically change the operating environment.

Kindred Healthcare LLC is one of the largest providers of LTAC and
acute rehabilitation services in the US. Revenue from continuing
operations for the 12 months ended March 31, 2021 approximated $3.1
billion. The company is owned by private equity firms TPG Capital
and Welsh, Carson, Anderson and Stowe.

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.


L BRANDS: Moody's Puts Ba3 CFR Under Review for Upgrade
-------------------------------------------------------
Moody's Investors Service placed on review for upgrade L Brands,
Inc. long term ratings including its Ba3 corporate family rating,
Ba3-PD probability of default rating, Ba3 unsecured guaranteed
notes and B2 senior unsecured unguaranteed notes. The outlook was
revised to ratings under review from stable. The speculative grade
liquidity rating remains SGL-1.

The review for upgrade reflects governance considerations which
include L Brands' announcement[1] on May 11, 2021, its intention to
separate its Victoria's Secret operations into an independent
publicly traded company in a tax-free spin off. Victoria's Secret &
Co. ("VS") is raising $1 billion in debt to fund a cash payment to
L Brands, Inc. The spin off transaction is expected to close in
August 2021. The review for upgrade also reflects Moody's view that
the remaining Bath & Body Works business at L Brands has a history
of consistently solid operating performance, which is expected to
continue, as well as solid credit metrics and very good liquidity.

On Review for Upgrade:

Issuer: L Brands, Inc.

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

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

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B2 (LGD6)

Gtd Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba3 (LGD3)

Outlook Actions:

Issuer: L Brands, 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 L Brand's, Inc. completion of the spin
off transaction, its final capital structure, as well as future
governance considerations particularly its financial strategies,
including its willingness to de-leverage using excess cash on
balance sheet including the approximate $1 billion dividend from
newly formed Victoria's Secret & Co.

Headquartered in Columbus, Ohio, L Brands, Inc. operates 2,681
company-owned specialty stores in the United States, Canada, and
Greater China, and its brands are also sold in 757 franchised
locations worldwide as of May 1, 2021. Its brands include
Victoria's Secret, Bath & Body Works, and PINK.

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


L O RANCH: Seeks to Hire Patten Peterman as Legal Counsel
---------------------------------------------------------
L O Ranch Ltd. seeks approval from the U.S. Bankruptcy Court for
the District of Montana to hire Patten Peterman Bekkedahl & Green,
PLLC to serve as legal counsel in its Chapter 11 case.

The firm's hourly rates are as follows:

     Attorneys              $175 to $375 per hour
     Paralegals             $120 to $160 per hour

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

James Patten, Esq., a partner at Patten Peterman, 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 at:

     James A. Patten, Esq.
     Molly S. Considine, Esq.
     Patten Peterman Bekkedahl and Green, PLLC
     2817 2nd Avenue North, Ste. 300
     Billings, MT 59103-1239
     Tel: (406) 252-8500
     Fax: (406) 294-9500
     Email: apatten@ppbglaw.com
            mconsidine@ppbglaw.com

                       About L O Ranch Ltd.

L O Ranch Ltd. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No.
21-10064) on June 8, 2021. At the time of filing, the Debtor had
between $1 million and $10 million in both assets and liabilities.
Judge Benjamin P. Hursh oversees the case.  James A. Patten, Esq.,
at Patten Peterman Bekkedahl & Green, PLLC, represents the Debtor
as legal counsel.


LA TERRAZA: Gets OK to Hire Betsy Peterson as Accountant
--------------------------------------------------------
La Terraza, Inc., received approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire Dr. Betsy Peterson,
an accountant practicing in Yuba City, Calif.

The services that will be provided include:

     a. accounting advice concerning the powers and duties of the
Debtor in the continued operation of its business affairs and
management of its property;

     b. preparation of monthly operating reports and related
financial documents; and

     c. management of the Debtor's accounting affairs during the
pendency of its Chapter 11 case and after the confirmation of its
bankruptcy plan.

Ms. Peterson will be paid at the rate of $130 per hour.

In court filings, Ms. Peterson disclosed that she does not
represent any interest adverse to the Debtor and its bankruptcy
estate.

Ms. Peterson holds office at:

     Dr. Betsy Peterson, CPA
     709 Mayfair Avenue
     Yuba City, CA 95991
     Office: (530) 329-8617
     Fax: (530) 923-2820
     Text: (530) 845-1719
     Email: betsy@betsypetersoncpa.com

                       About La Terraza Inc.

La Terraza, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 21-21012) on March 23,
2021.  At the time of the filing, the Debtor disclosed total assets
of up to $50,000 and total liabilities of up to $500,000.  The
Knight Law Group and Dr. Betsy Peterson serve as the Debtor's legal
counsel and accountant, respectively.


LA TERRAZA: Taps Knight Law Group as Legal Counsel
--------------------------------------------------
La Terraza, Inc., received approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire The Knight Law Group
to serve as legal counsel in its Chapter 11 case.

The firm's services include the preparation of a plan of
reorganization and legal advice concerning the powers and duties of
the Debtor in the continued operation of its business affairs and
management of its property.

The services will be provided mainly by Noel Knight, Esq., who will
be paid at the rate of $250 per hour.

Mr. Knight disclosed in a court filing that he does not represent
any interest adverse to the Debtor and its bankruptcy estate.

Knight Law Group can be reached through:

     Noel Knight, Esq.
     The Knight Law Group
     800 J St., Ste. #441,
     Oakland, CA 95814
     Phone: (510) 435 9210
     Fax: (510) 281 6889
     Email: lawknight@theknightlawgroup.com

                       About La Terraza Inc.

La Terraza, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 21-21012) on March 23,
2021.  At the time of the filing, the Debtor disclosed total assets
of up to $50,000 and total liabilities of up to $500,000.  The
Knight Law Group and Dr. Betsy Peterson serve as the Debtor's legal
counsel and accountant, respectively.


LBM ACQUISITION: Fitch Alters Outlook on 'B' LT IDR to Negative
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of LBM Acquisition, LLC (LBM) at 'B' and the IDR of BCPE
Ulysses Intermediate, Inc. (BCPE) at 'CCC+'. Fitch has revised
LBM's Rating Outlook to Negative from Stable. BCPE's Outlook
remains Stable. Fitch has affirmed all of the long-term ratings on
outstanding debt and assigned a 'B+'/'RR3' rating to LBM's proposed
incremental term loan offering.

The Negative Outlook reflects the company's aggressive debt-funded
M&A activity in lieu of debt reduction. The Negative Outlook also
reflects high leverage levels (Fitch-calculated opco total
debt/operating EBITDA of 6.2x before synergies) during a period of
unusually strong revenues and EBITDA due to historically high
lumber prices. Fitch expects opco leverage to decline to about 5.0x
by YE 2021 as lumber prices remain elevated. However, leverage may
increase to above 6x in 2022 and 2023 should lumber prices
normalize and housing growth slow.

KEY RATING DRIVERS

High Leverage Levels: Fitch-measured pro forma total
debt-to-operating EBITDA for LBM, which excludes holdco debt (opco
leverage), will increase to about 6.2x and consolidated leverage
(including holdco debt) will increase to 7.0x following the
financing transactions to fund several acquisitions (prior to
accounting for potential earnings synergies). The strong
residential housing backdrop and currently high lumber prices
support Fitch's forecast for deleveraging to about 5.0x and 5.5x
for the opco and consolidated group, respectively, by YE 2021.

Fitch's forecast assumes that lumber prices normalize towards $500
per thousand board feet by YE 2022. This, combined with Fitch's
expectation for continued debt-funded M&A through the company's new
$400 million DDTL capacity may lead to opco leverage levels that
are sustained at or above 6.0x, which is above Fitch's negative
rating sensitivity for LBM. Fitch expects consolidated leverage to
remain below 7.5x during the intermediate-term, supporting the
Stable Outlook for BCPE. Lumber prices that are sustained at higher
levels on a long-term basis or more conservative capital allocation
by management could result in opco leverage sustaining meaningfully
below 6.0x.

Low EBITDA and FCF Margins: LBM's profitability metrics are
commensurate with a 'B'-category building products issuer and are
roughly in line with large distributor peers. Fitch-adjusted EBITDA
margins have historically been in the 6%-7% range, while FCF
margins have sustained in the low single digits. Fitch expects
EBITDA margins to be above 8% during the forecast period, driven by
stronger operating leverage and earnings synergies with acquired
entities. The company's highly variable cost structure and ability
to wind down working capital should help preserve positive FCF and
liquidity through a modest construction downturn, but material
declines in EBITDA margins could lead to unsustainable long-term
leverage levels.

Financial Flexibility: LBM has good financial flexibility as of
March 31, 2021. Fitch expects the company to have full availability
under ABL facility after the completion of the proposed
transactions, which the company expects to upsize to $800 million.
The company's near-term debt maturities are limited to 1% term loan
amortization per year until the term loan and BCPE PIK Toggle notes
and LBM's term loans come due in 2027. Fitch expects
EBITDA/interest paid to be sustained around 3.0x in the
intermediate-term.

Aggressive Capital Allocation Strategy: Fitch expects ownership
under Bain Capital to maintain an aggressive posture toward its
balance sheet and an acquisitive growth strategy. Fitch believes
ownership has a high leverage tolerance as evidenced by the high
leverage multiple at the close of the acquisition in December 2020
and its willingness to issue holdco PIK notes for shareholder
remuneration shortly after the completion of the acquisition. Fitch
views the upcoming acquisitions and financing as aggressive as it
increases leverage modestly from already high levels. Fitch expects
most FCF, combined with draws on the $400 million DDTL, to be
applied toward bolt-on acquisitions during the forecast period.

Relatively Weak Competitive Position: LBM's competitive position is
weak relative to more highly rated building products manufacturers
in Fitch's coverage due to its position as a distributor in the
supply chain, its relatively low brand equity and limited
value-added product offerings. However, the rapidly increasing
scale of the company positions it well within the distribution
subsector. Fitch believes the company's breadth of product
offerings and national scale provide competitive advantages
relative to distributors with only local presences and niche
product offerings.

Broad Product Offering: LBM offers a comprehensive suite of
products for homebuilders and other construction professionals,
including structural, interior and exterior products as well as
some installation services and light manufacturing capacity,
enabling the company to be a one-stop shop for residential and
commercial construction needs. This product breadth enhances
customer relationships, provides some competitive advantage over
smaller distributors and diversifies the company's supplier base.
About 30% of the company's sales are generated from wood products,
which can cause revenue and gross margin volatility as lumber
prices change.

Highly Cyclical End Markets: The majority of LBM's sales are
directed to highly cyclical end markets. Management estimates that
about 51% of sales are to new single-family home construction, 15%
to multifamily construction, 11% to commercial construction and 5%
to other end markets. The remaining 18% of sales are exposed to the
residential repair and remodel end market, which Fitch views as
less cyclical than new construction activity. The company's
substantial exposure to new construction weighs negatively on the
credit profile when compared with other building products suppliers
with more stable end-market exposure.

DERIVATION SUMMARY

LBM's IDR reflects the company's high leverage levels, its
relatively weaker competitive position as a distributor in the
building products supply chain, the high cyclicality of its end
markets, its weak profitability metrics and the sponsor's
aggressive capital allocation strategy. LBM has weaker credit and
profitability metrics than Fitch's publicly rated universe of
building products manufacturers, which are concentrated in
low-investment grade rating categories. The company has a
comparable competitive position and leverage profile to Park River
Holdings, Inc. (B/Stable).

Fitch applies its Parent and Subsidiary Linkage Rating Criteria to
derive the IDR for BCPE. Fitch considers LBM's credit profile
stronger than the parent (BCPE) due to LBM's unrestricted access to
operating cash flows, compared to BCPE's qualified access to cash
flows through permitted upstreaming of dividends from LBM to BCPE,
which are the only cash flows that support BCPE's capacity to
service its debt. Fitch views the overall credit linkage between
the stronger subsidiary (LBM) and the weaker parent (BCPE) as weak
under Fitch's parent and subsidiary linkage rating criteria because
of weak legal ties between the entities, as evidenced by a lack of
cross-default and cross-acceleration provisions or cross-guarantees
on the debt between the entities. BCPE has no operations of its
own.

Fitch rates LBM based on its standalone credit profile (SCP),
supported by Fitch's determination that BCPE's holdco PIK toggle
note is not considered LBM's debt based on Fitch's Corporate Rating
Criteria adjustments. Fitch anchors BCPE's Long-Term IDR on the
consolidated credit profile of the entire group, which Fitch
determines is a 'B-' risk. Fitch rates the IDR of BCPE one notch
lower than the consolidated risk profile, as the parent's access to
subsidiary cash could be constrained by covenants in place on LBM's
debt, particularly during a stress scenario.

KEY ASSUMPTIONS

-- Fitch expects pro forma opco total debt to operating EBITDA to
    be about 6.2x following the financing transactions;

-- Significant revenue and EBITDA growth in 2021 driven by
    acquisitions, lumber price inflation, and residential housing
    strength, bringing pro forma opco leverage to about 5.0x at YE
    2021;

-- Fitch forecasts lumber prices to return toward $500 per
    thousand board feet in 2022 and 2023 and for housing demand to
    normalize, resulting in EBITDA contraction. Opco leverage may
    increase to above 6.0x in this scenario;

-- Long-term FCF generation improves to 2-3% of revenues driven
    by higher run-rate EBITDA margins associated with higher
    margin acquisitions and associated synergies;

-- The company continues to complete debt-funded M&A during the
    rating horizon.

Recovery Analysis Assumptions

The recovery analysis assumes that LBM would be considered a going
concern (GC) in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim and a 5% concession payment from LBM's secured
lenders to LBM's unsecured bondholders in the analysis.

Fitch's GC EBITDA estimate of $365 million estimates a
post-restructuring sustainable level of EBITDA. This is about 31%
below Fitch calculated pro forma EBITDA (before synergies) for the
LTM ending March 31, 2021.

The GC EBITDA is based on Fitch's assumption that distress would
arise from weakening in the housing market combined with losses of
certain customers. Fitch estimates that annual revenues that are
about 20% below LTM levels and Fitch-adjusted EBITDA margins of
about 7.0%-7.5% would capture the lower revenue base of the company
after emerging from a housing downturn, plus a sustainable margin
profile after right sizing, which leads to Fitch's $365 million GC
EBITDA assumption.

Fitch assumed a 6.0x evaluation value (EV) multiple to calculate
the GC EV in a recovery scenario. Fitch has revised the EV multiple
to 6.0x from 5.5x due to the significant increase in scale
following the proposed transactions, warranting a higher multiple
assumption. The multiple is below the 9.1x purchase multiple paid
by Bain Capital to acquire the company, below the recent 9-11x
purchase multiples for other building products companies such as
PrimeSource Building Products, Inc. and Dimora Brands. Fitch does
not have recent data on recovery multiples for building products
distributors.

The ABL revolver is assumed to have $550 million outstanding at the
time of recovery, which accounts for potential shrinkage in the
available borrowing base during a period of deflating lumber prices
and contracting volumes that causes a default, and is assumed to
have prior-ranking claims to the term loan in the recovery
analysis. The analysis results in a recovery corresponding to an
'RR3' for LBM's $1.35 billion secured term loan, the $800 million
incremental term loan, $300 million drawn DDTL and $400 million of
undrawn DDTL commitments. LBM and BCPE's unsecured debt receive
recoveries corresponding to an 'RR6'. Both tranches are notched two
notches below their issuer's respective IDRs.

RATING SENSITIVITIES

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

LBM

-- The Outlook may be revised to Stable if Fitch expects
    standalone (excluding holdco PIK toggle notes) total debt-to
    operating EBITDA to be sustained below 6.0x.

-- Fitch's expectation that LBM's standalone total debt-to
    operating EBITDA will be sustained below 4.5x;

-- The company lowers its end-market exposure to the new home
    construction market to less than 50% of sales in order to
    reduce earnings cyclicality and credit metric volatility
    through the housing cycle;

-- LBM maintains a strong liquidity position with no material
    short-term debt obligations.

BCPE

-- Improvement in the consolidated credit profile of the group,
    as evidenced by total consolidated debt-to-operating EBITDA
    sustaining below 6.0x (which includes holdco PIK toggle notes
    as debt).

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

LBM

-- Fitch's expectation that standalone total debt-to-operating
    EBITDA will be sustained above 6.0x or that standalone net
    debt-to-operating EBITDA will be sustained above 5.8x;

-- Escalation of shareholder friendly activity. This may include
    further increase of debt at the holdco such that Fitch deems
    the probability of default materially increases at LBM vis-à
    vis debt or dividends decisions at LBM aimed at supporting the
    holdco;

-- FFO interest coverage falls below 2.0x;

-- Fitch's expectation that FCF generation will approach neutral
    or fall to negative.

BCPE

-- Deterioration in the consolidated credit profile of the group,
    as evidenced by total consolidated debt-to-operating EBITDA
    sustaining above 7.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: The company has an adequate liquidity position
pro forma for the planned financing transactions and acquisitions,
supported by the company's ABL revolver capacity, which Fitch
expects to be around $800 million after upsizing. Fitch expects the
$400 million in new DDTL capacity to be drawn over the next 12-24
months to continue to fund bolt-on M&A.

Maturity Schedule: The company has no meaningful debt maturities
until 2025, when the company's ABL revolver comes due. The group's
next debt maturity is 2027, when the holdco PIK toggle notes and
term loan will come due. The term loan amortizes at 1% annually and
is subject to an excess cash flow sweep.

ISSUER PROFILE

LBM is one of the largest U.S. pro building products distributors
by annual revenues in the highly fragmented distribution industry.
The company offers a broad suite of product offerings to
homebuilders, commercial construction customers, and repair and
remodel professionals.

ESG CONSIDERATIONS

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.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch considers the holdco PIK toggle note not debt of the rated
entity (LBM). Fitch deducts upstreamed dividends to the holdco from
LBM's FFO due to the fixed recurring nature of the payment and the
interest-like qualities of the dividend, as it is being used to
service required interest payments on the holdco's debt. Fitch also
adds back non-recurring transaction expenses, stock-based
compensation, and inventory step-up charges to EBITDA.


LBM ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating for LBM Acquisition, LLC's
(dba US LBM). Moody's also affirmed the Caa2 rating on US LBM's
senior unsecured notes due 2029, which are likely to be increased,
and the Caa2 rating on BCPE Ulysses Intermediate, Inc.'s senior
unsecured PIK toggle notes due 2027 (PIK notes). BCPE is a parent
holding company of LBM Acquisition, LLC. In addition, Moody's
downgraded US LBM's existing senior secured term loans to B3 from
B2 and assigned a B3 rating to the company's proposed senior
secured term loan and senior secured delayed draw term loan. The
new term loans will have identical terms and conditions as US LBM's
existing term debt. Proceeds from the incremental debt of
approximately $1.5 billion will be used to fund future acquisitions
of other distributors, expanding US LBM's geography, and to pay
related fees and expenses. The outlook for both LBM Acquisition,
LLC and BCPE is stable.

Despite Bain Capital's track record of aggressive use of debt,
earlier this year for a distribution and currently for several
acquisitions, the affirmation of US LBM's B3 CFR considers Moody's
expectation that profitability will benefit from higher volumes due
to growth in the domestic construction end market, the driver of US
LBM's revenue, and resulting operating leverage from that growth.
New home construction with a focus on custom builders accounts for
about two thirds of US LBM's pro forma revenue, a benefit but also
vulnerable to cyclicality. Repair and remodeling activity
represents approximately 20% of pro forma revenue. As a national
distributor with diverse product offerings, US LBM should benefit
from high levels of spending in these end markets. Another offset
to US LBM's highly leveraged capital structure is the expansion of
the company's revolving credit facility to $800 million from $500
million, providing much liquidity and is a credit strength.

Governance characteristics Moody's consider in US LBM's credit
profile include an extremely aggressive financial strategy,
evidenced by high leverage. Since acquiring US LBM in December 2020
Bain Capital will have increased total adjusted debt to about $4.5
billion, inclusive of the proposed $400 million delayed draw term
loan and the $400 million PIK notes, from $1.3 billion at Q3 2020.
Future distributions and additional debt for acquisitions are an
ongoing possibility.

The downgrade of the rating on US LBM's existing senior secured
term loans to B3 from B2 results from the upsizing of the revolving
credit facility, which in-turn decreases the recovery value for the
holders of the senior secured debt.

The stable outlook reflects Moody's expectation that US LBM will
maintain substantial revolver availability. End market dynamics
that will continue to support growth and successful integration of
acquisitions without impacting operations further support the
stable outlook.

The following ratings are affected by the action:

Affirmations:

Issuer: BCPE Ulysses Intermediate, Inc.

Senior Unsecured PIK Toggle Notes, Affirmed Caa2 (LGD6)

Issuer: LBM Acquisition, LLC

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Gtd. Senior Unsecured Global Notes, Affirmed Caa2 (LGD5)

Assignments:

Issuer: LBM Acquisition, LLC

Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3)

Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B3
(LGD3)

Downgrades:

Issuer: LBM Acquisition, LLC

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

Outlook Actions:

Issuer: BCPE Ulysses Intermediate, Inc.

Outlook, Remains Stable

Issuer: LBM Acquisition, LLC

Outlook, Remains Stable

RATINGS RATIONALE

US LBM's B3 CFR reflects Moody's expectation that the company will
remain highly leveraged over the next eighteen months at over 6.5x.
Fixed charges including cash interest payments, dividends, term
loan amortization and operating lease payments will approach $275
million per year, constraining cash flow and significantly reducing
financial flexibility. Moody's expects that US LBM will dividend
cash to BCPE in order to fund the cash payment of the PIK notes.
Moody's forecasts adjusted free cash flow-to-debt will become only
modestly positive in 2022. At the same time US LBM may face
challenges integrating recent acquisitions and future bolt on
acquisitions. Since the beginning of 2021 Moody's estimates that US
LBM will have acquired in excess of 125 branches across multiple
companies with the potential of adding many more companies and
branches, utilizing the delayed draw term loan to finance these
acquisitions. Also, Moody's believes material margin expansion will
come from internal operating synergies such as procurement
efficiencies and cost savings branch rationalization. US LBM
operates in markets that are highly competitive with a number of
larger distributors, making material price increases difficult to
achieve.

Providing further offset to US LBM's leveraged capital structure is
good profitability. Moody's forecasts adjusted EBITDA margin in the
range of 7.5% - 10% through 2022, which is a credit strength of the
company. Moody's projects revenue will approach $7.4 billion
year-end 2022 from $4.1 billion for LTM Q1 2021 due to organic
growth and full-year earnings from acquired companies. Moody's also
calculates interest coverage, measured as EBITA-to-interest
expense, will be slightly over 2.0x through 2022, which is
reasonable given the company's considerable interest expense.

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

Factors that could lead to an upgrade:

Debt-to-LTM EBITDA is maintained below 6.0x

The company's liquidity improves enhanced by strong free cash
flow

Follow more conservative financial policies

Factors that could lead to a downgrade:

Failure to improve EBITDA on a quarter-over-quarter basis

EBITA-to-interest expense is sustained near 1.5x

Debt-to-LTM EBITDA does not improve and fails to trend below 7.0x
on a pro forma basis

Deterioration in liquidity profile

Excessive usage of the revolving credit facility

Aggressive acquisition with additional debt or shareholder return
activity

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

US LBM, headquartered in Buffalo Grove, Illinois, is a North
American distributor of building materials. Bain Capital Private
Equity, LP, through its affiliates, is the owner of US LBM.


LEARFIELD COMMUNICATIONS: Moody's Alters Outlook on CFR to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed Learfield Communications, LLC's
Caa1 Corporate Family Rating, B3 first lien credit facility, and
Caa3 second lien term loan rating. The outlook was changed to
stable from negative.

Learfield's Caa1 CFR was affirmed and the outlook was changed to
stable due to the contribution of $242 million in common equity
from existing equity investors that will provide the company
liquidity to recover from the pandemic and additional funding to
invest in new growth initiatives. While Moody's expects leverage
will remain at very high levels, performance is projected to
improve as health restrictions continue to ease and the economy
recovers from the recession. Learfield also executed an amendment
which will extend the maturity of the $125 million revolving credit
facility and SPV receivables facility to September 2023.

Affirmations:

Issuer: Learfield Communications, LLC

Corporate Family Rating, Affirmed Caa1

Probability of Default Rating, Affirmed Caa1-PD

Senior Secured First Lien Bank Credit Facility, Affirmed B3
(LGD3)

Senior Secured Second Lien Bank Credit Facility, Affirmed Caa3
(LGD5)

Outlook Actions:

Issuer: Learfield Communications, LLC

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Learfield's Caa1 CFR reflects the extremely high leverage as a
result of negative EBITDA (excluding Moody's standard lease
adjustments) as of LTM March 31, 2021 due to the impact of the
pandemic on collegiate sports and increased debt levels. Moody's
expects operating results will improve in the near term as health
restrictions continue to ease and allow for greater attendance
levels during the upcoming college football and basketball seasons.
Advertising spend will also improve significantly over the next two
years as the economy rebounds from the recession, but Moody's
believes that it will take time for sponsorship revenues to return
to prior levels and that leverage will remain high through at least
fiscal 2023.

Learfield also has a substantial amount of guaranteed payments over
a multiyear period with its college media rights partners with a
relatively high proportion of fixed costs, although Learfield has
taken steps to minimize the amount and manage the timing of
payments to its media rights partners. Despite Learfield's strong
position in the industry, Moody's expects competition for
collegiate sports rights will remain high and that colleges will
continue to seek increased fees for their media rights. Higher
media rights costs can pressure profit margins if increased costs
are not offset with additional sponsorship revenue.

Learfield benefits from the strong fan base for college sports and
the underpenetrated nature of college media rights compared to
professional sports. The merger with IMG College materially
increased the size of the college multimedia rights division, but
results following the merger were weaker than projected due in part
to the uncertainty caused by an extended regulatory review process.
Learfield has had good renewal rates with its university base
historically, long contract periods, and a substantial amount of
pre-sold ad inventory, but operations are projected to take time to
recover. Learfield will also be focused on expanding revenue in
digital media content, data attribution analysis, name and likeness
opportunities, e-sports, sports betting services, digital signage
as well as other growth initiatives.

Moody's analysis has considered the effect on the performance of
leisure and entertainment spending from the recession and a gradual
recovery of economic activity for the coming months. Although an
economic recovery is underway, it is tenuous and its continuation
will be closely tied to containment of the virus. As a result, the
degree of uncertainty around Moody's forecasts is unusually high.
Moody's regards the coronavirus outbreak as a social risk under
Moody's ESG framework, given the substantial implications for
public health and safety.

A governance consideration that Moody's considers in Learfield's
credit profile is its aggressive financial policy historically.
Learfield has operated with elevated leverage levels and has
pursued several acquisitions including the IMG college merger. In
the near term, Moody's expects the company will continue to be
focused on managing liquidity and improving operations. Learfield
is a privately owned company.

Moody's expects Learfield will have adequate liquidity following
the $242 million equity contribution. The proceeds will help the
company manage through the recovery from the pandemic and provide
funding for investment in new growth opportunities. Pro forma cash
on the balance sheet is expected to be over $400 million, but a
portion of the cash is projected to be used to repay the $124
million drawn on the $125 million revolving credit facility.
Moody's expects free cash flow will continue to be negative in FY
2022, before turning modestly positive in FY 2023. Operating cash
flow is seasonal with the strongest results posted during the
quarters ending in December and March of each year.

The maturity of the revolving credit facility will be extended to
September 2023 as part of the recent amendment. Learfield also has
a fully drawn $58 million receivables-based SPV facility with a
maturity that was also extended to September 2023 as part of the
amendment. Learfield is required to make future minimum payments to
the universities that it has multimedia rights contracts, but the
company has taken steps to minimize the amount and manage the
timing of payments to its multimedia partners.

Learfield completed an amendment that provides a covenant waiver
period until the new maturity of the revolving credit facility in
2023, but subjects the company to a $10 million minimum liquidity
requirement. The first and second lien term loans are covenant
lite.

The stable outlook reflects Moody's expectation that Learfield's
liquidity position will be adequate to manage through the recovery
from the pandemic. Moody's projects that revenue and profitability
will improve substantially during the upcoming college football and
basketball seasons as a result of less health restrictions and
stronger economic growth, but remain below pre-pandemic levels as
it's likely to take time for sponsorship revenue to fully recover.
Competition for college multimedia rights will remain high and
colleges are likely to continue to seek higher fees for their
multimedia rights. Moody's expects leverage to decline to the 8.5x
range (excluding Moody's standard adjustments) by the end of FY
2023.

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

A ratings upgrade could occur if Moody's expected leverage levels
to decline below 7.5x (as calculated by Moody's) with an adequate
liquidity profile and no near term debt maturities.

A ratings downgrade could occur if there was elevated concerns
about Learfield's ability to service its debt or due to lost
multimedia rights contracts that negatively impacted the company's
ability to return to pre-pandemic performance levels. The inability
to refinance approaching debt maturities well in advance of the
maturity date also has the potential to lead to negative rating
pressure.

Learfield Communications, LLC (Learfield) (dba Learfield IMG
College) is an operator in the collegiate sports multimedia rights
and marketing industry. Atairos Group, Inc. acquired the company in
December 2016 from Providence Equity Partners, Nant Capital, and
certain members of management. In December 2018, Learfield
completed a merger with IMG College and the combined company is now
owned by Endeavor Group Holdings, Silver Lake Partners, and Atairos
Group. The company is headquartered in Plano, TX with satellite
sales offices located on or near college campuses across the
country.

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


LEARFIELD COMMUNICATIONS: S&P Affirms 'CCC+' Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed all ratings on college sports marketing
company Learfield Communications LLC, including the 'CCC+' issuer
credit rating, which reflects very high anticipated leverage over
the next 24 months.

S&P said, "We revised our assessment of Learfield's liquidity to
adequate from less than adequate after the company extended
maturities and issued $242 million of common equity, which will
fund the anticipated cash burn in fiscal 2022 related to operating
expenses and investments.

"The remainder of proceeds from the equity issuance will add cash
to the balance sheet to bolster liquidity. As a result, we believe
the company will have adequate liquidity based on sources and uses
over the next 12 months. The equity was raised from existing
shareholders, comprising Atairos Group Inc., Silver Lake Group LLC,
and Endeavor Operating Co. LLC. We believe the equity contribution
is motivated by shareholders' confidence the business will
eventually recover, even if the path takes several years."

In conjunction with the equity issuance, Learfield extended
maturities for the revolving credit facility and the SPV
receivables facility to September 2023. In addition, Learfield
extended the covenant waiver period to September 2023. These
actions push out near-term maturities and provide significant
flexibility until revenues and EBITDA recover. The revolver is
currently fully drawn at $125 million and the SPV has a balance of
$58 million, and their maturity extensions support our revised
liquidity assessment. In the near term, Learfield's cash outlays
include rights fee payments to universities, selling and
administrative expenses, debt service, and capital expenditures as
college sports events' stadium capacity begins to rebound.

S&P said, "The recent debt issuances in 2020, common equity
issuance, and maturity extensions contribute to our view that the
likelihood of a default or distressed debt restructuring over the
next year has been significantly reduced.

"Despite the equity investment and adequate liquidity, we affirmed
the 'CCC+' issuer credit rating with a negative outlook because the
business faces uncertainty for the next year or so and the capital
structure could be unsustainable unless revenue generation recovers
significantly.

"We forecast leverage to be very high in fiscal years 2021, 2022,
and 2023 (ending June), and that the capital structure could be
unsustainable over time unless revenue and cash flow begin to
recover in fiscal 2022 in a manner that can eventually cover fixed
charges. Our revenue assumptions incorporate a material revenue
decline in fiscal 2021 due to restrictions on social gatherings,
and that revenue in fiscal 2022 could recover but remain 20%-30%
below fiscal 2020 levels due to the varying rates at which students
return to college campuses, attend college sporting events, and
attract advertising spending. As a result, the demand for college
sports stadium advertising could exhibit variability during the
autumn of 2021 and lead to a gradual return of Learfield's
advertising revenue in fiscal 2022. We assume EBITDA in fiscal 2022
will be positive yet remain less than 40% of fiscal 2020 levels, in
contrast to fiscal 2021 in which EBITDA will probably be negative.
We believe fiscal 2023 EBITDA could plausibly approach fiscal 2020
levels if event attendance and advertising demand fully recover,
and incorporating the cost-saving initiatives that Learfield
implemented during the pandemic."

A primary risk mitigant is Learfield's conversion of most of its
multimedia rights contracts to a revenue-share model from a fixed
minimum-guarantee model. The modified contract terms will likely
reduce Learfield's fixed-cost base related to guaranteed payments
over time. Learfield has also negotiated the flexibility to
postpone payments to universities and reduce working capital
spending if a recovery is prolonged due to an inability to contain
COVID-19 or the re-emergence of a COVID-19 variant that
substantially impacts the business.

College sports, particularly football and basketball, will likely
have full schedules in Learfield's fiscal year 2022, which
increases the likelihood the company's business will eventually
recover.

Based on the current pace of vaccinations, the lifting of
restrictions on social gatherings, and the latest schedules
provided by the NCAA, college football conferences in autumn 2021
will likely have near-full schedules. College basketball events
will also likely have a full schedule based on the pace of
vaccinations so far, with a secondary option to use the "bubble" in
Indianapolis that proved relatively effective during the 2020-2021
winter season. A number of schools have also indicated they could
return stadiums to full capacity, which is a local,
university-specific decision, according to the NCAA. During the
first half of fiscal 2022 (during autumn 2021), attendance at
college football events may ramp up gradually as consumers regain
confidence in live sports, even if capacity restrictions are fully
lifted. S&P believes attendance in the second half of fiscal 2022
(winter/spring 2022) could return to historical levels. At the same
time, the demand for advertising at such events could recover more
gradually depending on the financial health of local businesses,
and as a result we preliminarily assume Learfield's revenue may
approach pre-pandemic levels in fiscal 2023.

Additional business and financial risk considerations include:

-- Limited potential for additional growth in the volume of
multimedia rights (MMR) contracts, because the company already has
contracts with the majority of large university sports program.

-- Some revenue concentration, with top sports programs attracting
a significant portion of sponsorship dollars.

-- Financial sponsor ownership by Atairos and Silver Lake and the
tendency of financial sponsor-controlled companies to sustain high
leverage to fund acquisitions or distributions to shareholders.

These risks are partly offset by:

-- The long maturities of the contracts, which typically provide a
good view of the revenue stream early in the fiscal year and enable
the company to manage its cost structure based on expected
revenue.

-- Learfield's aim to enhance revenue opportunities by bundling
offerings across multiple contracts. The strategy, if successful,
could result in higher contract renewals. Most current sponsors are
local and regional advertisers, such as the regional offices of
multinational corporations. Currently, national advertising budgets
of large corporations are primarily accessible only to the
mass-market reach of professional sports leagues such as the
National Football League and National Basketball Association. As
Learfield recovers, it might be able to use its reach in college
sports to access national advertising budgets, which could
translate into higher EBITDA margin over time. Learfield's extended
business lines such as CLC, Paciolan, and Sidearm Sports offer
complementary services to MMR contracts, and Learfield has the
opportunity to cross-sell its products to new customers from IMG
College.

Despite adequate liquidity and our base case assumption Learfield's
business will begin to recover this fall, the negative outlook
reflects insufficient anticipated EBITDA generation in fiscal 2022
(ending June) to cover interest expense and other fixed charges.
S&P could downgrade the company if it becomes less certain that it
can ramp up revenue and EBITDA sufficiently to cover its fixed
charges and sustain its capital structure.

S&P said, "We could lower our ratings on the company if we envision
a scenario in which Learfield defaults under our criteria over the
next 12 months. Under such a scenario, we could lower our ratings
on Learfield despite adequate liquidity. A downgrade could result
from a slower recovery in sports activity and revenues than assumed
in our base case, resulting in leverage at unsustainably high
levels. We could also lower the rating if there are unfavorable
working capital cash flows due to a mismatch in the timing between
advertising revenue collections and payments to universities,
reducing liquidity.

"We could revise the outlook to stable if we become more certain
that events attendance and advertising revenue can substantially
recover starting in fiscal 2022. We could consider an upgrade if
Learfield's operating performance improved more than our base case
forecast, resulting in leverage sustained below 7.5x. An upgrade
would also depend on adequate liquidity and reflect a forecast that
the company can return to positive free cash flow in fiscal 2023."


LEBSOCK 200: Seeks Cash Collateral Access
-----------------------------------------
Lebsock 200 Hays, LLC and The Bank of Colorado have advised the
U.S. Bankruptcy Court for the District of Colorado that they have
reached an agreement regarding Lebsock's use of cash collateral,
granting relief from stay effective October 6, 2021, and resolving
a motion to excuse turnover.

On July 29, 2014, the Debtor executed and delivered to the Bank its
promissory note in the original principal amount of $174,930 as
modified by a Change In Terms Agreement dated October 11, 2017. As
of May 5, 2021 the $174,930 Note had an unpaid balance of
$170,420.39 plus continuing interest thereon on at the default rate
of 12% per annum, and at the current default per diem rate of
$50.20.

On October 16, 2017, the Debtor executed and delivered to the Bank
its promissory note in the original principal amount of $1,147,500
as modified by a Change In Terms Agreement dated May 9, 2018. As of
May 5, 2021 the $1,147,500 Note had an unpaid balance of $492,233
plus continuing interest thereon at the default rate of 12% per
annum, and at the current default per diem rate of $162.99.

Both of the Debtor Notes have attorney fee clauses authorizing
reimbursement for the Bank's reasonable attorney fees and expenses
incurred as a result of the defaults under the Debtor Notes.

The Bank has deeds of trust against three parcels of real property
which are the 200 Hays Property, the 103 Parkview Property, and the
100 East Platte Property.

To secure the Debtor Notes, the Debtor executed and delivered to
the Bank a Security Agreement contained in Section 23 of the
Forbearance Agreement granting the Bank a lien on its property.  To
perfect the Bank's lien on the Personal Property Collateral, the
Bank filed a UCC-1 Financing Statement filed with the Colorado
Secretary of State on June 10, 2020 at Reception No. 20202059282.

The Bank agrees the Debtor may use the Bank's cash collateral
generated by the Real Property Collateral from the Petition Date
through the Stipulation Termination Date, for any purpose within
the Debtor's business judgment other than to pay prepetition debts
of any person. Cash collateral (Real Property Collateral rental
income) collected by the Debtor after the Stipulation Termination
Date will be paid to the receiver and the Debtor will have no right
to keep or spend such cash collateral.

The Debtor will have the right to sell the Real Property
Collateral, pursuant to 11 U.S.C. section 363, at any time prior to
the Stipulation Termination Date, at which time stay relief will be
effective as set forth below if the case is not earlier dismissed.
The Receiver and the Bank will not engage in sale discussions with
any persons interested in buying the Real Property Collateral prior
to the Stipulation Termination Date. Prior to the Stipulation
Termination Date the Receiver and Bank shall cooperate in such
sales as long as the net proceeds paid to the Bank are sufficient
to pay, as applicable, the following:

     a) The $170,420.39 Note in full (including protective advances
authorized by this Stipulation) with respect to the sale of the 103
Parkview Property;

     b) The $1,147,500 Note in full (including protective advances
authorized by this Stipulation) and the David Lebsock LLC
$2,000,000 Note (to the extent net proceeds are available) with
respect to the sale of the 1000 East Platte Property; and

     c) The $555,000 Note in full (including protective advances
authorized by this Stipulation) with respect to the 200 Hays
Property.

The Bank acknowledges that at all times prior to the Stipulation
Termination Date, the Bank's secured claims are adequately
protected by the Debtor's agreement in the Stipulation to excuse
turnover and to allow the Receiver to remain in possession of the
Real Property Collateral, the Bank's equity cushion in the Real
Property Collateral and the Debtor's stipulation to relief from
stay.

A copy of the stipulation is available for free at
https://bit.ly/35MAaIc from PacerMonitor.com.

                      About Lebsock 200 Hays

Sterling, Colo.-based Lebsock 200 Hays, LLC is primarily engaged in
renting and leasing real estate properties.

Lebsock 200 Hays filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
21-12385) on May 4, 2021.  David W. Lebsock, manager, signed the
petition.  At the time of the filing, the Debtor had between $1
million and $10 million in both assets and liabilities.  Moye
White, LLP serves as the Debtor's legal counsel.

Bank of Colorado, as Lender, is represented by:

     John O'Brien, Esq.
     Spencer Fane LLP
     1700 Lincoln Street, Suite 2000
     Denver, CO 80203
     Tel: (303)839-3800
     Fax: (303) 839-3838
     E-mail: jobrien@spencerfane.com



LEE COUNTY IDA: Fitch Withdraws 'BB+' Ratings on Prerefunded Bonds
------------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for the following bonds due
to prerefunding activity:

-- Lee County Industrial Development Authority (FL) (Cypress Cove
    at HealthPark Florida, Inc. Memory Care Project) health care
    facilities revenue bonds series 2012 (prerefunded maturities
–
    52349EDC1, 52349EDD9, 52349EDE7, 52349EDF4, 52349EDG2).
    Previous rating: 'BB+'/Outlook Stable;

-- Lee County Industrial Development Authority (FL) (Cypress Cove
    at HealthPark Florida, Inc. Memory Care Project) health care
    facilities revenue bonds series 2014 (prerefunded maturities
–
    52349EDJ6, 52349EDK3, 52349EDL1, 52349EDM9). Previous rating:
    'BB+'/Outlook Stable.

The ratings were withdrawn because the bonds were prerefunded.


LIFEPOINT HEALTH: Moody's Puts B2 CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of LifePoint Health,
Inc. on review for downgrade following the company's proposed
acquisition of Kindred Healthcare LLC. The ratings placed under
review for downgrade include the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, B1 senior secured rating, and Caa1
senior unsecured rating. The outlook was revised to rating under
review from stable.

On June 21, 2021, LifePoint announced plans to acquire Kindred for
an undisclosed sum. No further details are available at this time
in regards to the updated capital structure. Management expects the
transaction to close by the end of 2021.

On Review for Downgrade:

Issuer: LifePoint Health, Inc.

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

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

Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD3)

Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Caa1 (LGD5)

Outlook Actions:

Issuer: LifePoint Health, Inc.

Outlook, Changed To Rating Under Review From Stable

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

Excluding the ongoing review, LifePoint's B2 CFR reflects the
company's high financial leverage, with debt to EBITDA of
approximately 5.1 times as of March 31, 2021. Moody's expects
improvement in LifePoint's leverage and cash flow to be driven by a
decline in capital expenditures as significant investments in
replacement facilities are now complete. LifePoint faces a moderate
level of implementation risk, however, with respect to the
outsourcing of revenue cycle management functions at some of its
hospitals over the next few quarters. Further, Moody's has very low
growth expectations for non-urban hospitals given multiple industry
headwinds. LifePoint's rating is supported by the company's large
scale and good geographic diversity. LifePoint has maintained good
liquidity that has been helped in part by substantial government
aid to hospitals and good access to the capital markets.

The rating review will focus on the combined firm's larger scale,
diversified service offering and opportunities for synergies. The
review will also focus on the growth and financial profile
following the transaction, including capital structure, financial
leverage, financial policies and liquidity.

ESG considerations are material to the rating of LifePoint. With
respect to governance, LifePoint's ownership by private equity firm
Apollo Management will result in the deployment of aggressive
financial policies. While LifePoint may pursue an IPO longer-term
given its large scale, Apollo may take dividends along the way,
particularly if the company achieves its cash flow and deleveraging
goals.

As a for-profit hospital operator, LifePoint also faces high social
risk. The affordability of hospitals and the practice of balance
billing has garnered substantial social and political attention.
Hospitals are now required to publicly provide the list price of
all of their services, although compliance and practice is
inconsistent across the industry. Additionally, hospitals rely on
Medicare and Medicaid for a substantial portion of reimbursement.
Any changes to reimbursement to Medicare or Medicaid directly
impacts hospital revenue and profitability. Further, as LifePoint
is focused on non-urban communities, slow population growth tempers
the company's capacity to grow admissions.

LifePoint Health, Inc., headquartered in Brentwood, Tennessee, is
an operator of general acute care hospitals, community hospitals,
regional health systems, physician practices, outpatient centers
and post-acute care facilities in non-urban markets. The company
operates 88 hospitals in 29 states under the private ownership of
funds affiliated with Apollo Global Management, LLC. LifePoint
merged with RegionalCare in November 2018. Revenues are
approximately $8.2 billion.

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


LIGADO NETWORKS: Moody's Alters Outlook on Caa2 CFR to Negative
---------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2 corporate family
rating of Ligado Networks LLC and changed the outlook to negative
from stable. Moody's has also affirmed Ligado's Caa2-PD probability
of default rating, Caa1 rating on the company's $2.85 billion of
senior secured first lien notes due November 2023 and Ca rating on
the company's $1.0 billion of senior secured second lien notes due
May 2024 (both reflecting initial October 2020 issuance amounts).

The outlook change reflects governance considerations, specifically
Moody's view that Ligado currently lacks sufficient liquidity to
meet its cash requirements for a period of at least 18 months. The
outlook could be stabilized if Ligado were to advance progress on
the development of a commercial ecosystem for deployment of its
spectrum in public and private networks, which could attract new
capital sufficient to fund its business.

Affirmations:

Issuer: Ligado Networks LLC

Corporate Family Rating, Affirmed Caa2

Probability of Default Rating, Affirmed Caa2-PD

Gtd.Senior Secured First Lien Regular Bond/Debenture, Affirmed
Caa1 (LGD3)

Gtd Senior Secured Second Lien Regular Bond/Debenture, Affirmed Ca
(LGD5 from LGD6)

Outlook Actions:

Issuer: Ligado Networks LLC

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Ligado's Caa2 CFR reflects the company's small scale and historical
business track record managing only a mobile satellite services
(MSS) business. The company's services and equipment revenue are
small relative to the size of its debt load and have been in
decline over the last several years. Companies with small scale are
less able to tolerate market dislocations, periods of stress,
adverse events or strategic missteps relative to larger companies.
Ligado's strategic objective to enable innovative terrestrial
wireless services for its L-band spectrum has progressed since
Moody's initial rating of the company in October 2020, but it still
faces specific hurdles and uncertainties. Ligado is currently
pursuing several paths to improve its credit trajectory, including
the enhancement of its mobile communications offerings to target
several existing and new end markets, including 5G end markets.
Ecosystem development continues to progress with the company
recently receiving band specification approval from 3rd Generation
Partnership Project (3GPP), the wireless industry's global
standard-setting body, for use of its L-band spectrum for 5G
deployment, which Moody's views as a key milestone. The company has
also made solid progress on other ecosystem related efforts,
including achieving key equipment vendor agreements throughout the
supply chain. Moody's views these ecosystem advances as positive
developments for Ligado that could facilitate future capital
raises. Ligado could also monetize the value of the L-band
terrestrial spectrum it controls via leasing transactions with
potential wireless carrier or satellite end users, or alternatively
pursue the potential outright sale of the company itself. While
Moody's acknowledges that the company is making progress pursuing
such monetization transactions, any interest in the company's
L-band spectrum has not publicly materialized yet in a tangible
manner.

Ligado received FCC regulatory approval in April 2020 to permit use
of 30 MHz of its MSS L-band spectrum for terrestrial wireless use
cases. As a result of that approval, Ligado has more avenues for
creating value from terrestrial use of the L-band spectrum it
controls. In January 2021, the FCC denied the stay petition from
government agencies regarding terrestrial wireless use of its
L-band spectrum. Moody's views this FCC decision as a significantly
positive action for the company. However, the company still faces
potential Congressional actions and ongoing opposition to the FCC's
order from non-government stakeholders and some government
agencies, including the Department of Defense. While the FCC does
not have an established timeline for resolving petitions for
reconsideration filed against its regulatory orders, such
opposition is not unusual. The FCC is not expected to issue any
decision in the near term. Ligado's spectrum license, as modified
by the FCC in its April 2020 Order, is in full force and effect,
and any pending petitions for reconsideration do not impact this in
any way.

Moody's believes the primary value proposition of Ligado's L-band
spectrum is the spectrum's terrestrial use under downlink and
uplink decoupling. Under one such configuration, referred to as a
C+L configuration, wireless communication between a low power
wireless device and a cell tower would be facilitated over a
wireless uplink using L-band spectrum to a cell tower that is
coupled with a wireless downlink from that cell tower back to the
wireless device using C-band spectrum. Such a configuration can
potentially reduce the tower infrastructure expansion necessary for
nationwide wireless carriers to deliver 5G wireless services using
C-band spectrum alone, thus reducing capital spending intensity and
lowering the time to get to market. Given the better propagation
characteristics of L-band spectrum versus C-band spectrum, the use
of this C+L configuration would likely eliminate the need to
densify much of the industry's existing tower infrastructure to
facilitate the dual use of C-band spectrum for uplink and downlink
needs. Other viable pairing opportunities with L-band, as recently
approved by 3GPP, include combinations with the CBRS and EBS/BRS
spectrum bands. However, with no historical terrestrial wireless
operations or current terrestrial wireless market share, visibility
into both the viability and market acceptance of any of Ligado's
deployment strategies are subject to both demand uncertainties and
high execution risks. The company's existing MSS business has not
demonstrated positive revenue trends or margin stability and is
unlikely to support future operating and business development
costs, spectrum acquisitions or spectrum lease renewals, and/or
debt refinancing needs without significant increases in either
operating cash flow or continued capital infusions. Consequently,
Ligado's visible and currently very weak operating credit metrics,
which are expected to persist over at least the next two-to-three
years, are a main contributor to the company's weak credit
profile.

Moody's views Ligado's liquidity as weak. The company does not
currently have a revolving credit facility. Liquidity is critical
as Ligado's internally generated cash flow currently cannot cover
the company's SG&A and other operating costs. Moody's expects
current available unrestricted cash liquidity is insufficient to
fully meet internal cash needs for a period of at least 18 months.
There is the potential for modest to strong asset protection for
Ligado's debt holders through the implied value embedded in its
spectrum license holdings and spectrum license leases. Spectrum is
a finite resource that historically does not depreciate, but the
valuation of the company's 35 MHz of terrestrial spectrum
(including the company's 30 MHz of L-band spectrum as well as an
additional 5 MHz spectrum block from 1670-1675 MHz which the
company controls) is largely unproven and speculative. This 35 MHz
of spectrum has coverage and throughput capacity properties that
support its potential immediate use to deliver increases in current
broadband speeds to terrestrial wireless users under the 5G
protocol. But 5G remains in an early evolutionary stage and
mid-band spectrum, generally, may provide a less capital intensive
and lower cost means to provide 5G coverage to select and denser
population portions of the country. C-band is capable of boosting
wireless capacity to deliver multifold increases in current
broadband data speeds and throughput versus existing 4G LTE
technology. Moody's views Ligado's business strategy as also being
akin to that of a levered speculative investment, and inputs into
the assessment of Ligado's credit profile also include an
assessment of the asset protection afforded the company's debt
holders through the valuation of the terrestrial spectrum it
controls.

The instrument ratings reflect the probability of default of
Ligado, as reflected in the Caa2-PD PDR, 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 first lien notes are rated Caa1
(LGD3), one notch above the Caa2 CFR, given the loss absorption
support provided by the company's second lien notes, which are
rated Ca (LGD6). The first lien notes benefit from a first priority
security interest in substantially all of the existing and future
assets of the company and its guarantors, with the exception of
security interests in spectrum licenses which are not permitted
under the terms of the licenses or applicable law, rules or
regulations. The second lien notes will be secured on a second
priority basis in the same collateral. The first lien notes have
first priority to proceeds received in the event of default or a
sale of assets (which can include spectrum licenses), and the
second lien notes may not receive any proceeds until 100% of the
first lien notes claim has been satisfied. The first lien notes are
guaranteed on a senior secured first lien basis by each of the
company's existing and future wholly owned domestic and Canadian
subsidiaries, and the second lien notes benefit from the same
guarantees but on a senior secured second lien basis. Any increase
in the proportion of first lien notes relative to Moody's
expectations for second lien or junior debt will put pressure on
the ratings of the first lien notes. A $138 million 1.5 lien loan
due February 2024 (unrated and reflecting October 2020 pro forma
outstanding amount) is secured by a perfected 1.5 priority security
interest to the extent legally permissible on substantially all of
the assets of Ligado and its subsidiaries, and ranks junior in
priority of payments to the first lien notes and senior in priority
of payments to the second lien notes.

The negative outlook reflects Moody's view that Ligado lacks
sufficient liquidity to fund internal cash deficits for a period of
at least 18 months. If Ligado were to maintain 18 months of
liquidity on a sustained basis to fund internal cash deficits, the
outlook could be stabilized. Further, the company would also need
to continue to advance progress on the development of a commercial
ecosystem for deployment of its spectrum in public and private
networks or otherwise monetize the spectrum it controls in a manner
which demonstrates sustainability of the capital structure to
support such stabilization.

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

Given the company's weak fundamentals a ratings upgrade is unlikely
at this point. The ratings could be upgraded over time if the
company materially advances its progress on the development of a
commercial ecosystem for deployment of its spectrum in public and
private networks or otherwise monetize the spectrum it controls in
a manner which demonstrates sustainability of the capital
structure.

Downward pressure on the Ligado's rating could arise under the
following circumstances: 1) should liquidity not be sufficiently
strengthened; 2) if capital raising efforts fail to gain meaningful
traction; 3) if distressed debt exchanges are pursued; or 4) if
execution progress falters on the development of a commercial
ecosystem for deployment of its spectrum in public and private
networks.

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

Ligado Networks LLC is focused on bringing additional lower
mid-band spectrum to market and accelerating the deployment of next
generation mobile networks that deliver advanced and innovative
connectivity services. Since emerging from bankruptcy on December
7, 2015, the company has been working with the FCC and the global
positioning system industry in order to put to use the current 35
MHz of terrestrial spectrum it controls for next-generation
services. The company's plans include enhancing its MSS offerings
for satellite IoT and developing a terrestrial private network
solution for a diverse customer base supporting key industries
within the transportation, public safety, energy, utilities and
agriculture sectors.


MAD ENGINE: Moody's Assigns First Time B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Mad Engine
Global, LLC including a B2 corporate family rating and a B2-PD
probability of default rating. In addition, Moody's assigned a B2
rating to Mad Engine's proposed $250 million first lien senior
secured term loan. The outlook is stable. The proceeds will be used
to complete the acquisition of Fifth Sun by Mad Engine. Moody's
ratings and outlook are subject to receipt and review of final
documentation.

The B2 CFR assignment reflects Mad Engine's good credit metrics pro
forma for the acquisition and related debt raise with Moody's lease
adjusted debt/EBITDA of 4x for the LTM period March 31, 2021. The
company has grown its licensing portfolio over the last decade
which has driven strong top line growth. The acquisition of Fifth
Sun adds print-on-demand (POD) capabilities which has been fast
growing segment and generates stronger margins than its core
wholesale business. Margin enhancement should offset the lack of
EBITDA generation from facemasks which is not expected to be
significant going forward. The rating also incorporates governance
considerations given the company's private equity ownership.
Private equity owners tend to have more aggressive financial
strategies.

Assignments:

Issuer: Mad Engine Global, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured First Lien Term Loan, Assigned B2 (LGD4)

Outlook Actions:

Issuer: Mad Engine Global, LLC

Outlook, Assigned Stable

RATINGS RATIONALE

Mad Engine's B2 CFR reflects its small scale, high customer
concentration and high licensor concentration. The company has a
strong market position but its niche product focus on entertainment
apparel also makes the company susceptible to demand swings driven
by their licensor's popularity and related performance. Although
licensor and customer concentrations are high, the majority is made
up of blue chip retailers and blue chip entertainment licensors.
Mad Engine's also benefits from its adequate liquidity with low
capital investment requirements.

The stable outlook reflects the expectation of adequate liquidity
as well as margin enhancement from cost cutting initiatives and the
successful integration of the Fifth Sun acquisition. The stable
outlook also assumes financial policies will balance the interests
of shareholders and debt holders.

Mad Engine has adequate liquidity with low cash balances and solid
free cash flow generation expected post acquisition. The company
will have access to a proposed $75 million asset-based lending
(ABL) revolving credit facility that is expected to have $24
million drawn at close. The ABL is expected to be used to cover
seasonal working capital swings and contains a minimum fixed charge
coverage ratio of 1.0x that is tested when the excess revolver
availability is less than the greater of (i) 10% of the maximum
revolver amount or (ii) $7.5 million. The company is expected to
remain in compliance with the covenant.

The B2 rating assigned to the senior secured term loan reflects
that the term loan is the preponderance of debt in the capital
structure. As proposed, the new credit facility is expected to
provide covenant flexibility that if utilized could negatively
impact creditors. Notable terms include the following:

Incremental debt capacity up to the greater of $65 million and
1.00x Consolidated EBITDA, plus unlimited amounts subject to the
closing date consolidated secured net leverage ratio (for pari
passu secured debt). No portion of the incremental may be incurred
with an earlier maturity 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.

The credit agreement provides some limitations on up-tiering
transactions, including the requirement that each lender directly
and adversely affected consents to amendments to subordinate the
indebtedness or lien securing the first lien credit facilities,
unless each such Lender directly and adversely affected was
provided with a bona fide opportunity to provide such other
indebtedness on the same terms and conditions, on a pro rata basis,
pursuant to a written offer.

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

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

A ratings upgrade would require successful integration of the
acquisition and achievement of targeted synergies. An upgrade would
also require an increase in scale with consistent improvement in
operating performance and good liquidity evidenced by positive free
cash flow while maintaining conservative financial strategies.
Quantitatively, the ratings could be upgraded if debt/EBITDA is be
sustained below 3.75x.

The ratings could be downgraded if the company loses a major
license partner or key customer. The ratings could also be
downgraded if there is a deterioration of the company's overall
operating performance or liquidity profile, including sustained
cash flow deficits, or if financial strategies become more
aggressive. Quantitatively, the ratings could be downgraded if
debt/EBITDA approaches 5x.

Headquartered in San Diego, California, Mad Engine is engaged in
the design, manufacture and wholesale distribution of licensed and
branded apparel to retailers throughout the United States. The
company generates the majority of its revenues from products sold
under licenses with blue chip entertainment companies such as
Disney and Marvel and sells to large blue chip retailers such like
Walmart and Target. The company is majority owned by Platinum
Equity LLC.

The principal methodology used in these ratings was Apparel
published in June 2021.


MEDICAL PROPERTIES: Moody's Alters Outlook on Ba1 CFR to Positive
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 Corporate Family
Rating of Medical Properties Trust, Inc. ("MPT") as well as the Ba1
senior unsecured debt rating of its main operating subsidiary, MPT
Operating Partnership, LP. The speculative grade liquidity rating
remains unchanged at SGL-2. The rating affirmation reflects the
REIT's large size, global diversification, and stable cash flows
supported by long-term triple-net lease investments in hospital
real estate. The positive outlook reflects Moody's expectation that
the healthcare REIT will continue to execute strategic acquisitions
that will increase cash flows and reduce its large tenant
concentration. The outlook also reflects Moody's expectation that
MPT will fund its growth using a prudent mix of long-term debt and
equity capital that will preserve its sound capital structure and
liquidity position.

The following ratings were affirmed:

Issuer: Medical Properties Trust, Inc.

Corporate Family Rating, Affirmed Ba1

Issuer: MPT Operating Partnership, LP

Backed senior unsecured debt, Affirmed Ba1

Backed senior unsecured shelf, Affirmed (P)Ba1

Issuer: MPT Finance Corporation

Backed senior unsecured shelf, Affirmed (P)Ba1

Outlook Actions:

Issuer: Medical Properties Trust, Inc.

Outlook, Changed to Positive from Stable

Issuer: MPT Operating Partnership, LP

Outlook, Changed to Positive from Stable

Issuer: MPT Finance Corporation

Outlook, Changed to Positive from Stable

RATINGS RATIONALE

MPT's Ba1 Corporate Family Rating reflects the REIT's prudent
capital structure, entirely unencumbered asset base, and history of
stable operating performance. The rating also considers MPT's large
scale and geographic diversification, with about 58% of pro forma
assets as of 1Q21 invested in the United States and the remainder
across eight other countries across Europe, Australia, and South
America. MPT also maintains some property type diversity with
investments in general acute care hospitals, inpatient rehab
facilities, behavioral health facilities, and, to a lesser extent,
long-term acute care hospitals and freestanding emergency
rooms/urgent care facilities, which each serve different patient
populations and have different reimbursement mechanisms. MPT's
tenants experienced substantial operating challenges at the start
of the coronavirus pandemic, but have since adapted their business
models and are experiencing a strong rebound in operating
performance. The sector also has benefited from substantial
government support in the form of grants and other policy measures
that have helped hospitals navigate through the public health
crisis, demonstrating their central role in the healthcare
continuum.

Key credit challenges include MPT's aggressive acquisition strategy
that sometimes causes temporary increases in leverage. But Moody's
believe the REIT remains committed to maintaining a sound capital
structure and strong liquidity as it continues to execute its
growth objectives. MPT also maintains high tenant concentration
with Steward Health Care (27% of 1Q21 revenues), although this
exposure has been declining and Moody's expect will continue to do
so given the REIT's growth plans.

MPT's SGL-2 speculative grade liquidity rating reflects the REIT's
sound liquidity profile as Moody's consider its upcoming funding
needs. MPT had $1.9 billion of liquidity as of 1Q21 including $1.1
billion of capacity available on its revolver and $747mm of cash
balances. Upcoming maturities are manageable with the next maturity
not until August 2022 when 500 million euro bonds come due. The
REIT also generates about $200 million of retained cash flow, but
will still need to access external capital to help fund acquisition
activities.

The positive outlook reflects Moody's expectation that MPT will
continue to execute strategic acquisitions that will increase cash
flows and reduce its large tenant concentration. The outlook also
reflects Moody's expectation that MPT will fund its growth using a
prudent mix of long-term debt and equity capital that will preserve
its sound capital structure and liquidity position.

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

Upward rating action would likely reflect reduced tenant
concentration with the top tenant contributing closer to 20% of
revenues. Maintenance of Net Debt/EBITDA below 6x, fixed charge
coverage above 3.0x, and stable tenant operating performance (as
reflected by EBITDARM coverage trends) would also support an
upgrade.

Downward ratings movement would likely reflect fixed charge
coverage below 2.5x, Net Debt/EBITDA above 7x, or one or more of
MPT's larger tenants experiencing a reduced capacity to meet their
rent obligations.

Medical Properties Trust, Inc. (NYSE: MPW), headquartered in
Birmingham, Alabama, is a REIT that invests in acute care
hospitals, inpatient rehab hospitals, long-term acute care
hospitals, and other medical and surgical facilities. MPT's gross
assets stood at $20 billion as of March 31, 2021.

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


MICROVISION INC: Signs $140M At-the-Market Issuance Sales Agreement
-------------------------------------------------------------------
MicroVision, Inc. has entered into an At-the-Market Issuance Sales
Agreement with Craig-Hallum Capital Group LLC pursuant to which the
Company may sell, at its option, up to an aggregate of $140 million
in shares of its common stock through Craig-Hallum, as sales agent.


Sales of the common stock made pursuant to the Sales Agreement, if
any, will be made under the Company's effective Registration
Statement on Form S-3 filed on Feb. 16, 2021.  Prior to any sales
under the Sales Agreement, the Company will deliver a placement
notice to Craig-Hallum that will set the parameters for such sale
of shares, including the number of shares to be issued, the time
period during which sales are requested to be made, any limitation
on the number of shares that may be sold in any one trading day and
any minimum price below which sales may not be made.  Subject to
the terms and conditions of the Sales Agreement, Craig-Hallum may
sell the shares, if any, only by methods deemed to be an "at the
market" offering as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended, including without limitation
sales made directly through The Nasdaq Global Market, by means of
ordinary brokers' transactions, in negotiated transactions, to or
through a market maker other than on an exchange or otherwise, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices and/or any
other method permitted by law.  Craig-Hallum will use commercially
reasonable efforts consistent with its normal trading and sales
practices to sell the shares in accordance with the terms of the
Sales Agreement and any applicable placement notice.  The Company
cannot provide any assurances that it will issue any shares
pursuant to the Sales Agreement.

The Company will pay Craig-Hallum a commission equal to (i) 2.35%
of the first $50 million of gross proceeds from the sale of shares
of the Company's common stock under the Sales Agreement and (ii)
2.00% of any additional gross proceeds from the sale of shares of
the Company's common stock under the Sales Agreement.  Pursuant to
the terms of the Sales Agreement, the Company also provided
Craig-Hallum with customary indemnification rights.  The offering
of common stock pursuant to the Sales Agreement will terminate upon
the earlier of (i) the sale of all of the common stock subject to
the Sales Agreement and (ii) the termination of the Sales Agreement
by the Company or Craig-Hallum.  Either party may terminate the
agreement in its sole discretion at any time upon written notice to
the other party.

The Company currently anticipates that the net proceeds from the
sale of the securities offered under the Registration Statement
will be used for general corporate purposes, which may include, but
are not limited to, working capital and capital expenditures.

                         About MicroVision

MicroVision -- http://www.microvision.com-- is a pioneering
company in MEMS based laser beam scanning technology that
integrates MEMS, lasers, optics, hardware, algorithms and machine
learning software into its proprietary technology to address
existing and emerging markets.  The Company's integrated approach
uses its proprietary technology to provide solutions for automotive
lidar sensors, augmented reality micro-display engines, interactive
display modules and consumer lidar modules.

MicroVision reported a net loss of $13.63 million for the year
ended Dec. 31, 2020, compared to a net loss of $26.48 million for
the year ended Dec. 31, 2019.  As of March 31, 2021, the Company
had $79.61 million in total assets, $11.65 million in total
liabilities, and $67.96 million in total shareholders' equity.


NAHAUL INC: Has DIP Financing from Partners Funding
---------------------------------------------------
NAHaul, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, for authority to, among
other things, use cash collateral and obtain postpetition
financing.

NAH is operating under severe financial and operational distress
that threatens its ability to maintain operations. NAH is out of
cash and needs liquidity to survive and restructure its affairs.

NAH seeks approval of a postpetition factoring arrangement with
Partners Funding, Inc. that essentially permits NAH to continue its
prepetition factoring arrangement with PF during the postpetition
period. PF also will be granted postpetition liens on the same
assets on which they enjoy a prepetition lien. PF's lien will be a
first-priority lien.

Chicagoan Logistic Company, an affiliate of the Debtor's, also
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code on June 5, 2021.   NAH's capital structure is
relatively straightforward. On the liability side, NAH has sold its
prepetition accounts receivable to its factor PF, and thus has
claims from time to time against PF for the unpaid purchase price
from PF. The basis of the factoring agreement is set forth in a
"Factoring Agreement" between PF and NAH dated May 30, 2017, as
amended by amendment dated May 26, 2021. PF has a security interest
in all of NAH's assets to secure amounts owed to it under the
Agreement. Under the advance formula in the Agreement, PF will make
advances to NAH on account of the purchase price for the
postpetition receivables.

As of the Petition Date, NAH was indebted to the PF in the amount
of $421,1708.69, the face-amount of accounts purchased by PF from
NAH, less any amounts subsequently collected by PF, plus fees and
costs as provided by the Agreement.

Several factors have contributed to the Debtor's recent decline in
business:

     a. Until the pandemic hit, the Debtor and Chicagoan Logistics
was able to tide over the cyclical nature of the trucking business
without a major effect on its liquidity.

     b. The Debtor and Chicagoan Logistics started experiencing a
slowdown in late 2019 and continuing onto 2020 due to the pandemic.
Although the Debtor and Chicagoan Logistics adjusted to the
changing circumstances by reducing the number of operating trucks
from 30 and 35, respectively, to nine each, the entities resorted
to loans to meet the liquidity stresses.

     c. The Debtor and Chicagoan Logistics had hoped that they
would service the loans with funds earned from continued operations
when business conditions improved.

     d. Starting late 2019, the trucking business started
experiencing a significant decline because many shipments from
China and other countries had drastically reduced.

     e. This trend accelerated rapidly once the pandemic hit the
United States and the economy derailed. Low shipping volumes
combined with low gross revenue per mile put added strain on the
company finances and the Debtor and Chicagoan Logistics could not
meet its obligations as they became due.

     f. The Debtor applied to and received funds from PPP as well
as Small Business Administration loans and grants to meet the cash
shortfall, but bank levies placed by lenders cut into these funds.
The Debtor currently faces a severe liquidity crisis.

During the pandemic, the Debtor, Chicagoan Logistics and a sister
company, AJT Services Company, obtained loans in the amount of
$150,000 each from the SBA guaranteed by the Debtor's Principal,
Serkan B. Kaputluoglu. Fearing bank levies, Kaputluoglu transferred
these funds into his personal account.

As adequate protection for the Bank's interest in the Cash
Collateral resulting from its usage, but only to the extent the
Bank's interests in the Cash Collateral constitute valid and
perfected liens and security interests as of the Petition Date, the
Secured Lender will receive a replacement lien of the same priority
and to the same extent and in the same collateral as the Bank had
prepetition.

NAH engaged in good faith negotiations with PF to produce the
postpetition liquidity facilities that are the subject of this
Motion. The complementary postpetition financing transactions are
intended to provide NAH with sufficient liquidity to operate its
business and ensure that NAH retains the prospects of preserving
its value for its bankruptcy estate. The PF factoring will provide
NAH with sufficient liquidity to enable it to fund its ongoing
operations.

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

                        About NAHAUL, Inc.

NAHAUL, Inc., an affiliate of Chicagoan Logistic Company, is a
privately held company in the general freight trucking industry.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
21-07152) on June 5, 2021.

In the petition signed by Serkan B. Kaputluoglu, president, the
Debtor estimated between $100,000 and $500,000 in assets and
between $1,000,000 and $10,000,000.  Judge Carol A. Doyle is
assigned to the case.  Laxmi P. Sarathy represents the Debtor as
counsel.

Chicagoan Logistic Company filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 21-07154) on June 5, 2021, listing between $500,000
and $1,000,000 in assets and between $1,000,000 and $10,000,000 in
liabilities.  The petition was also signed by Kaputluoglu.  

Laxmi P. Sarathy is the Debtor's counsel.  Judge Janet S. Baer was
initially assigned to the case.  The case was later assigned to
Judge Carol A. Doyle.

The two cases are not jointly administered.



OCCIDENTAL PETROLEUM: Fitch Affirms 'BB' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Occidental Petroleum Corp. (OXY) at 'BB', and senior
unsecured notes and revolver at 'BB'/'RR4' with a Stable Outlook.

OXY's ratings reflect the company's large size, liquids-weighted
profile, and robust asset base, including its anchor position in
the Permian with over 2.9 million net acres. The ratings also
reflect strong FCF prospects, related scope for debt reduction and
above-average diversification from international exploration and
production (E&P) in MENA, as well as chemicals and midstream
businesses.

Given its status as a fallen angel, rating concerns are material
and center on high LTM leverage metrics and debt levels associated
with the Anadarko acquisition; substantial interest costs,
including $800 million associated with the preferreds; and
execution risk on remaining international asset sales.

KEY RATING DRIVERS

Improving FCF: OXY's FCF prospects have strengthened, given higher
oil prices paired with low capex (around $2.9 billion), and an
earlier dividend cut ($2.8 billion). In 1Q21 FCF was just $120
million, but included a large working capital draw (-$1.35
billion), linked to seasonal accruals and timing issues associated
with Asian export cargoes. Fitch anticipates FCF will improve
rapidly over the next few quarters.

Scope For Debt Reduction: Given expected FCF and YTD asset sales,
Fitch expects OXY will have ample cash for debt reduction, should
it choose to accelerate repayment beyond near-term maturities.
Given the recovery in its bond prices, Fitch expects any liability
management exercises may focus on minimizing premiums paid. Since
2019, OXY repaid around $9.6 billion in debt, including $174
million in Q121.

Modest Asset Sales Traction: OXY announced $1.3 billion in asset
sales since 4Q20, including non-operated Denver-Julesburg basin
properties ($285 million), Western Midstream Partners units ($200
million), non-core Permian acreage ($508 million), and other
non-core acreage ($350 million), versus a $2 billion-$3 billion
asset sale target. Despite rising oil prices, Fitch believes
execution risk around international assets like Ghana is higher,
given repositioning by European supermajors toward renewables, and
reluctance to fire sale assets. For modelling purposes Fitch
assumed no incremental asset sales beyond those achieved to date.
In total, OXY sold over $9 billion since 2019.

Metrics Elevated: OXY's leverage metrics remained elevated, with
LTM debt/EBITDA of 1Q21 of 6.3x. Fitch anticipates leverage should
improve rapidly as pandemic quarters roll off and incremental debt
is repaid. Interest costs also remain high versus peers given high
debt levels and the $800 million in interest burden from the
preferreds.

Maturity Wall Manageable: Following earlier refinancings, OXY's
maturity wall is manageable. As calculated by Fitch, maturities
over the next few years include $224 million in 2021, $2.1 billion
in 2022, $949 million in 2023, and $3.9 billion in 2024. At 1Q21,
the combination of $2.3 billion in cash, full availability on the
$5.0 billion revolver, and strong projected FCF should comfortably
address the maturity schedule.

Integrated Producer: OXY enjoys modest, but meaningful
diversification through its chemicals segment, which has a
top-three position in most basic chemicals in North America, and
its midstream segment. Chemicals have historically contributed
strong FCF given limited reinvestment needs. Industry disruptions
from Winter Storm Uri and strong pandemic-linked housing demand
have boosted margins for both the chlorovinyls and caustic soda
derivative chains. By contrast, midstream is expected to lose
money, given weak Permian-Houston differentials and excess Permian
takeaway capacity.

Carbon Reduction Initiatives: OXY's commitment to scope 3 emissions
stands out versus U.S. E&P peers. OXY plans to commercialize its
Enhanced Oil Recovery (EOR) business to offer permanent carbon
capture/storage in its geologic formations. OXY is constructing the
world's largest direct air capture plant of up to 1 million metric
tons of CO2 annually, with construction beginning 2022. Management
views low carbon ventures as a growth engine which could eventually
rival chemicals in earnings; however, many uncertainties surround
the business given its early stage development.

Equity Credit: For purposes of calculating leverage, Fitch assigns
50% equity credit for the $10 billion in Berkshire Hathaway 8%
cumulative perpetual preferred stock based on the structural
features of the notes as analyzed under Fitch's "Corporate Hybrids
Treatment and Notching Criteria."

DERIVATION SUMMARY

OXY's credit profile is mixed. The rating is currently dominated by
relatively high gross debt levels and interest costs associated
with the Anadarko acquisition, which was completed just prior to a
major downturn in oil prices. Immediate refinancing risk is
manageable, given the company tapped the unsecured market multiple
times in 2020.

At the same time, OXY has several long-term characteristics of a
high-grade credit. In terms of size and scale, at 1,117kboepd in
1Q21, it is among the largest independents, smaller than
ConocoPhillips, but significantly larger than E&Ps such as Ovintiv
Corporation (538.3kboepd), Devon Energy (498.8kboepd), Apache
Corporation (382.4kboepd), and Hess (332.8kboepd). OXY's liquids
weighting is above average.

Upstream diversification is also above-average, with upstream
operations split between the US (Permian, DJ/Rockies, Gulf of
Mexico offshore, Powder River Basin) and international in MENA
(Algeria, Oman, the UAE, and Qatar). OXY is the number one producer
in the DJ Basin, the number four producer in the Gulf of Mexico,
and a large Permian producer, with one of the biggest net acreage
positions (2.9 million acres, split roughly between Permian
unconventional shale, and EOR). OXY has additional earnings
diversification through its chemical and midstream segments, which
also sets it apart from peers. No Country Ceiling, operating
environment or parent-subsidiary-linkages constrain the rating.

KEY ASSUMPTIONS

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

-- Base Case West Texas Intermediate (WTI) oil prices of
    $60/barrel for 2021, $52/barrel for 2022, and $50/barrel for
    2023 and beyond;

-- Henry Hub natural gas prices of $2.90/mcf for 2021, and
    $2.45/mcf for 2022 and beyond;

-- No incremental asset sales assumed beyond those achieved YTD;

-- Excess FCF dedicated to debt repayment over the life of the
    forecast;

-- Capex flatlined at $2.9 billion in 2021 and 2022, and rising
    moderately thereafter;

-- Production volumes of 1.16 million boepd in 2021 rising to
    1.23 million boepd by 2024;

-- Dividends held flat and do not resume growth until 2024.

RATING SENSITIVITIES

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

-- Material gross debt reduction;

-- Mid-cycle debt/EBITDA leverage at or below 3.5x;

-- Mid-cycle FFO leverage at or below 3.7x.

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

-- Impairments to liquidity;

-- Mid-cycle debt/EBITDA leverage above 3.7x;

-- Mid-cycle FFO leverage above 4.0x.

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

Unrestricted cash on hand as of March 31, 2021 was $2.27 billion,
and there was no draw on the company's committed $5.0 billion
senior unsecured revolver (maturing January 2023), for core
liquidity of just under $7.3 billion. Separately OXY had a $400
million accounts receivables securitization facility, which is
subject to monthly redetermination.

OXY's maturity wall is manageable given the combination of current
liquidity, strong projected FCF, and asset sale proceeds. As
calculated by Fitch, maturities over the next few years, excluding
puttable zero coupon bonds, include $224 million in 2021, $2.1
billion in 2022, $949 million in 2023, and $3.9 billion in 2024.

ISSUER PROFILE

OXY is a large, diversified E&P with core upstream operations in
the U.S. (Permian, DJ, Gulf of Mexico, Powder River Basin), and the
MENA region (Algeria, Oman, the UAE, and Qatar). Non-E&P segments
include chemicals (OxyChem) and Midstream and Marketing.

ESG CONSIDERATIONS

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


OCEAN POWER: Appoints Philipp Stratmann as President, CEO
---------------------------------------------------------
Ocean Power Technologies, Inc.'s Board of Directors appointed
Philipp Stratmann as its new president and chief executive officer,
and a director.  Mr. Stratmann previously served as OPT's vice
president of Global Business Development since 2019.  In addition,
the Board of Directors has elevated Matthew T. Shafer to senior
vice president, chief financial officer and treasurer.

Terence J. Cryan, Chairman of OPT's Board of Directors, stated,
"Philipp is an experienced executive with a proven track record of
developing and executing scalable business strategies, as evidenced
most recently by OPT's acquisition of 3dent Technology.  Philipp's
knowledge of the Company, his related industry connections and
experience in renewable energy and maritime industries, and his
leadership skills will drive OPT's growth in the off-shore power
and data solutions markets.  Matt has successfully demonstrated
financial leadership during the last 5 years at OPT.  Together
Philipp and Matt will drive OPT’s continuing growth."

Mr. Stratmann received an Engineering Doctorate in Engineering
Management as well as a Master of Engineering from the University
of Southampton in the United Kingdom.  He will be relocating from
OPT's Houston office to the New Jersey headquarters.  Mr. Shafer,
already located in New Jersey, is a Certified Public Accountant,
has an MBA in Finance from Rutgers Business School, and a
bachelor's degree from The Stillman School of Business at Seton
Hall University.

Mr. Cryan also expressed thanks to George H. Kirby, who is
departing OPT to pursue other endeavors, for his service as
president and CEO since 2015.  "Mr. Kirby stepped into the CEO role
during challenging times, providing the necessary structure and
leadership.  He built a solid team and laid the groundwork for OPT
to succeed moving forward, enabling Mr. Stratmann and Mr. Shafer to
advance the Company's key initiatives."

Effective June 18, 2021, Mr. Stratmann entered into an employment
agreement with the Company.  Pursuant to the Employment Agreement,
Mr. Stratmann will receive an annual base salary of $360,000, is
eligible for an annual, discretionary, performance-based bonus
targeted at 75% of base salary on such terms and conditions as may
be determined by the Board of Directors or its Compensation
Committee, and is eligible to receive long-term incentive equity
based awards, pursuant to the Company's 2015 Omnibus Incentive
Plan, as amended, subject to such terms and conditions as may be
determined by the Board or its Compensation Committee.  At the time
of signing the Employment Agreement, Mr. Stratmann received a
one-time grant of 100,000 restricted stock units that vest, if at
all, equally over two years with 1/3 of each vesting based on time
and 2/3 of each vesting based on positive total shareholder
return.

Mr. Stratmann will also receive temporary housing assistance for up
to six months and up to $50,000 to cover such costs and relocation
expenses related to moving to New Jersey of up to $50,000.  If he
is terminated other than for cause within the first 12 months, he
will receive six months of salary as severance, and if terminated
other than for cause thereafter, he will receive 12 months of
salary as severance.  Mr. Stratmann is also subject to covenants
regarding non-competition, non-solicitation and confidentiality.

                   About Ocean Power Technologies
      
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is a
marine power solutions provider that designs, manufactures, sells,
and services its products while working closely with partners that
provide payloads, integration services, and marine installation
services.  Its PowerBuoy solutions platform provides clean and
reliable electric power and real-time data communications for
remote offshore and subsea applications in markets such as offshore
oil and gas, defense and security, science and research, and
communications.

Ocean Power reported a net loss of $10.35 million for the 12 months
ended April 30, 2020, compared to a net loss of $12.25 million for
the 12 months ended April 30, 2019. As of Oct. 31, 2020, the
Company had $18.56 million in total assets, $4.91 million in total
liabilities, and $13.65 million in total stockholders' equity. As
of Jan. 31, 2021, the Company had $82.89 million in total assets,
$4.69 million in total liabilities, and $78.20 million in total
stockholders' equity.

KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered recurring
losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.


ONE SKY: Moody's Raises CFR to B2, Outlook Stable
-------------------------------------------------
Moody's Investors Service upgraded its ratings for One Sky Flight,
LLC, including the company's corporate family rating (CFR; to B2
from B3) and probability of default rating (to B2-PD from B3-PD),
and the rating on the company's senior secured credit facility (to
B2 from B3). The ratings outlook is stable.

The upgrades are supported by One Sky's steady financial
performance over the last 18 months, as well as the company's
strong cash generation and healthy balance sheet, which provides
good financial flexibility.

The following is a summary of the rating actions:

Issuer: One Sky Flight, LLC

Corporate Family Rating, upgraded to B2 from B3

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

Gtd. Senior Secured Bank Credit Facility, upgraded to B2 (LGD3)
from B3 (LGD3)

Outlook, Stable

RATINGS RATIONALE

One Sky's B2 CFR reflects the cyclical nature of private aviation
and the uncertainty relating to demand trends in private aviation
in a post-pandemic setting. Moody's expects negative free cash flow
during 2021 as the company makes large-sized investments in its
fleet, although Moody's recognizes that some of these investments
are discretionary in nature. Further, Moody's expects a number of
cash flow tailwinds over the last 12 months will not repeat going
forward including CARES Act grants and a significant influx of cash
from pre-paid jet cards. The coronavirus pandemic has been
disruptive to One Sky's core corporate customer base with corporate
demand for private aviation having declined dramatically over the
last 18 months. This top line pressure has been largely offset by a
pronounced increase in demand for private aviation by individuals
and One Sky has emerged from the pandemic with good business
momentum. That said, the ultimate degree and timing of a recovery
in corporate demand and the sustainability of demand by individuals
remains uncertain at this time.

Moody's views One Sky as having a good competitive standing within
the fragmented private aviation industry, underpinned by the
company's broad brand portfolio, a well-established #2 market
position, and non-unionized pilot relationships. Meaningful
barriers to entry exist in the form of a business that is highly
regulated and requires significant upfront investments for new
entrants. The long-term contracted and generally predictable nature
of One Sky's fractional sales and leases provides additional credit
support.

Moody's views governance risk as elevated given the private
ownership of One Sky. That said, Moody's anticipates a balanced
approach to financial risk and observes that leverage is relatively
modest for private equity ownership. Governance considerations also
include One Sky's unusual ownership structure and transactions
between affiliated parties.

The stable outlook reflects Moody's expectations of ample near-term
financial flexibility that is supported by good liquidity and
moderate financial leverage. This will allow the company to absorb
investments in its fleet and working capital.

Moody's expects One Sky to maintain good liquidity over the next 12
to 18 months. Moody's expects cash well in excess of $250 million
over the next twelve months. Cash balances will be more than
sufficient to accommodate a step up in mandatory amortization on
term debt to 2.5% per quarter (around $40 million per annum) in
2021. Moody's expects negative free cash flow (CFO less capex and
dividends) during 2021, as the company invests to build out its
fleet. External liquidity is provided by a $40 million ABL revolver
that expires in December 2024. Moody's does not anticipate any
meaningful usage under the facility. The company's bank loan
agreements include a maintenance-based first lien net leverage
ratio and a minimum liquidity requirement and Moody's anticipates
comfortable compliance.

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

A more stable and predictable operating environment with greater
visibility on sustainable demand levels for corporate and
individual customers would be prerequisites to any upgrade. The
ratings could be upgraded if One Sky is expected to generate free
cash flow-to-debt in the mid-single digits while maintaining good
liquidity and moderate leverage.

The ratings could be downgraded if there is a meaningful drop in
individual demand for private aviation or if corporate demand does
not rebound in a post-pandemic setting. Weakening liquidity or a
large-sized distribution to shareholders could also result in a
downgrade.

Headquartered in Cleveland, OH, One Sky is a full-service global
private aviation provider that serves corporate clients and high
net worth individuals. The company offers a range of services that
include fractional aircraft sales, fractional aircraft leasing,
prepaid jet cards, on-demand charter and aircraft management
services in the United States and Europe. The company's owned and
managed fleet consists of 170 aircraft as of December 2020,
including small cabin, mid/super-mid and large
cabin/ultra-long-range. The company is majority owned by management
(through Directional Aviation), Eldridge Industries, LLC,
Resilience Capital Partners, as well as other co-investors.
Revenues for the twelve months ended March 2021 are approximately
$1.3 billion.

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


PARKS DIVERSIFIED: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Parks Diversified, LP
        31751 Aguacate
        San Juan Capistrano, CA 92675

Business Description: Parks Diversified is engaged in activities
                      related to real estate.

Chapter 11 Petition Date: June 22, 2021

Court: United States Bankruptcy Court
       Central District of California

Case No.: 21-11558

Judge: Hon. Erithe A. Smith

Debtor's Counsel: Marc C. Forsyte, Esq.
                  GOE FORSYTHE & HODGES LLP
                  18101 Von Karman Avenue
                  Suite 1200
                  Irvine, CA 92612-7127
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  Email: mforsythe@goeforlaw.com

Total Assets: $30,020,500

Total Liabilities: $200,000

The petition was signed by David Klein, general partner.

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

https://www.pacermonitor.com/view/NCM4BIY/Parks_Diversified_LP__cacbke-21-11558__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's Two Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Franchise Tax                        Taxes              Unknown
Board Bankruptcy
Section MS: A-30
P.O. Box 2952
Sacramento, CA
95812-2952

2. Internal Revenue Service             Taxes              Unknown
P.O. Box 7346
Philadelphia, PA
19101-7346


PHILIPPINE AIRLINES: Eyes Filing Chapter 11 Bankruptcy on June 29
-----------------------------------------------------------------
Miguel R. Camus of Inquirer.Net (Philippines) reports that the
Philippine Airlines' (PAL) anticipated filing of Chapter 11
creditor protection petition in New York is targeted on June 29,
2021, which would mark a milestone in an effort to save the
country's flag carrier from crushing losses inflicted by the
pandemic.

Industry sources with knowledge of the matter told the Inquirer,
however, the date was prospective and could be moved to July 2021.

Details on the final rehabilitation plan were not yet available,
but the sources disclosed that PAL was targeting to exit Chapter 11
within "months" when travel restrictions were relaxed and more
flyers got vaccinated.

Airlines around the world have turned to Chapter 11 filing to
weather the ongoing crisis. PAL has delayed its own filing since
the fourth quarter of 2020 as it remains in negotiations with
creditors and lessors.

The successful filing of a Chapter 11 petition would protect PAL
assets, such as planes and engines—typically used as collateral
in its loan agreements—from lawsuits that could further derail
its path to recovery.

The carrier was also hoping to obtain significant relief from
lenders and lessors as other steps are set into motion. These will
include reducing the size of its fleet of 97 planes, the revamp of
its route network and suspension of some unprofitable long-haul
routes.

To preserve depleted cash resources during the pandemic, parent
firm PAL Holdings Inc. stopped debt payments as early as April last
year, defaulting on loans.

This made a significant amount of long-term debts demandable over
the next 12 months.

PAL's short-term obligations ballooned by 300 percent to P119.9
billion at the end of 2020. At the same time, lease liabilities
stood at P152 billion while long-term debts were at P32.57
billion.

PAL Holdings said in its latest regulatory filing its major
stockholder, billionaire Lucio Tan, would raise an additional
P24.25 billion, half of which might be sourced from private and
government lenders. However, there are still no details on how the
additional money will be raised.

Tan had already infused into the airline P17.2 billion since late
2019 to keep the flag carrier afloat.

PAL Holdings saw losses climb 600 percent to a record P71.8 billion
in 2020 while its first quarter 2021 loss eased by 8.4 percent to
P8.6 billion.

PAL recorded a capital shortfall of P74 billion in 2020. This grew
13.5 percent to nearly P84 billion in the first quarter of this
2021.

                     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.


PHIO PHARMACEUTICALS: Stockholders Elect Seven Directors
--------------------------------------------------------
Phio Pharmaceuticals Corp. held an annual meeting of its
stockholders at which the stockholders:

  (i) elected Robert J. Bitterman, Geert Cauwenbergh, Dr. Med.
Sc.,
      Gerrit Dispersyn, Dr. Med. Sc., H. Paul Dorman, Robert L.
      Ferrara, Jonathan E. Freeman, Ph.D., and Curtis A. Lockshin,

      Ph.D. as directors to serve until the Company's 2022 Annual
      Meeting of Stockholders; and

(ii) ratified BDO USA, LLP as the Company's independent
registered
      public accounting firm for the year ending Dec. 31, 2021.

                             About Phio

Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. --
http://www.phiopharma.com-- is a biotechnology company developing
the next generation of immuno-oncology therapeutics based on its
self-delivering RNAi therapeutic platform.  The Company's efforts
are focused on silencing tumor-induced suppression of the immune
system through its proprietary INTASYL platform with utility in
immune cells and/or the tumor micro-environment.  The Company's
goal is to develop powerful INTASYL therapeutic compounds that can
weaponize immune effector cells to overcome tumor immune escape,
thereby providing patients a powerful new treatment option that
goes beyond current treatment modalities.

Phio Pharmaceuticals reported a net loss of $8.79 million for the
year ended Dec. 31, 2020, compared to a net loss of $8.91 million
for the year ended Dec. 31, 2019.  As of March 31, 2021, the
Company had $33.86 million in total assets, $2.46 million in total
liabilities, and $31.40 million in total stockholders' equity.


PILGRIM'S PRIDE: Moody's Affirms Ba3 CFR on Kerry Foods Acquisition
-------------------------------------------------------------------
Moody's Investors Service affirmed Pilgrim's Pride Corporation's
Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating,
Ba2 rated senior secured revolving credit facility and term loan,
and B1 rated senior unsecured notes. The company's Speculative
Grade Liquidity rating remains SGL-1. The outlook is stable.

The affirmation of Pilgrim's ratings and stable outlook follow the
acquisition agreement to acquire the Meats and Meals business of
Kerry Consumer Foods in the United Kingdom and Ireland. The
acquisition values the acquired businesses at a GBP680 million (or
approximately $952 million based on a 1.40 USD/GBP exchange rate as
of June 16, 2021) enterprise value. The purchase amount represents
an 8.5x multiple on implied expected standalone EBITDA for 2021.
Kerry Meats is a leading manufacturer of branded and private label
meats, meat snacks and food-to-go products in the United Kingdom
and Ireland. Kerry Meals is a leading ethnic chilled and frozen
ready meals business in the United Kingdom. The combined businesses
produced over GBP725 million in annual sales during the year ended
December 31, 2020. The acquisition is expected to close in the
fourth quarter of 2021 and is subject to routine closing purchase
price adjustments (including working capital and net debt
adjustments), customary closing conditions and regulatory
approvals.

The affirmation reflects that even as leverage will increase
modestly, Pilgrim's is expected to reduce leverage going forward
through a combination of earnings growth and debt reduction, and is
committed to a net leverage ratio target of 2-3x (based on the
company's calculation). The affirmation also includes Moody's
expectation that Pilgrim's will finance the transaction such that
it maintains at least $750 million of available liquidity. The
acquisition further enhances Pilgrim's geographic and product
diversification (prepared foods), expands the value-added mix of
the overall portfolio, provides more earnings stability and
accelerates and enhances innovation capabilities, including
meatless products and direct to consumer capabilities.

The following ratings/assessments are affected by the action:

Ratings Affirmed:

Issuer: Pilgrim's Pride Corporation

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Senior Secured Bank Credit Facility (revolver and term loan),
Affirmed Ba2 (LGD2)

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

Outlook Actions:

Issuer: Pilgrim's Pride Corporation

Outlook, Remains Stable

RATINGS RATIONALE

Pilgrim's Pride's Ba3 CFR is supported by its position among the
world's largest chicken processors, moderate financial leverage,
very good liquidity and, excluding exogenous disruptions,
relatively stable operating performance. This reflects an operating
strategy focused on maximizing profitability and earnings stability
through maintaining efficient operations, improving product mix and
leveraging customer relationships. These focused efforts allow the
company to at least partially offset sector headwinds caused by
external factors such as biological risks, trade restrictions and
government policies that are largely out of its control. These
strengths are balanced against the company's narrow focus in the
cyclical chicken processing industry, which is characterized by
volatile earnings and modest profit margins. The inherent earnings
and cashflow volatility in the sector requires very good liquidity
to manage through weak earnings periods. The company's appetite for
potentially large leveraged acquisitions is balanced against a
history of notable purchase price discipline. The Kerry Foods
acquisition is further increasing leverage at a time when Pilgrim's
earnings over the last 12 months were negatively affected by the
coronavirus pandemic including reductions in foodservice sales.
Moody's expects Pilgrim's operating performance in the US - its
largest market - to be stronger over the next year due to demand
recovery in foodservice as vaccines are rolled out and lower direct
coronavirus mitigating expenses. Moody's projects debt-to-EBITDA
leverage will be near 3x or below in 2022 due to the earnings
recovery.

At the top of the cycle, Moody's expects financial leverage to be
very modest relative to comparably rated companies. Conversely, at
the bottom of the cycle, the company can often have financial
leverage that is well outside Moody's central expectations for the
rating for a limited period of time. The financial policy of
maintaining abundant access to cash and external sources of
liquidity helps the company manage through the earnings
volatility.

Moody's evaluates Pilgrim's credit profile on a standalone basis.
Thus, the ratings are not directly affected by the credit profile
of its ultimate parent JBS S.A. (Ba1). However, developments at JBS
S.A.-related entities could indirectly affect Pilgrim's ratings.

ESG CONSIDERATIONS

The animal protein sector is heavily exposed to social risks
related to responsible production, health and safety standards and
evolving consumer life-style changes. The animal protein sector is
also moderately exposed to environmental risks such as soil/water
and land use, and energy & emissions impacts, among others. These
factors will continue to play an important role in evaluating the
overall creditworthiness of Pilgrim's Pride, particularly as the
industry continues to evolve globally.

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

Pilgrim's Pride's financial policy is balanced. While the company
regularly entertains leveraged acquisitions, it is a disciplined
buyer. Outside of acquisition events, the company typically
operates with debt/EBITDA in the 2.0x to 2.5x range. In addition,
the company maintains very good liquidity, a key rating
consideration. Some other governance considerations are negative
including a settlement with The Justice Department over price
fixing charges that led to the indictment of the former CEO and a
$110 million fine.

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

The stable outlook reflects a fairly wide range of potential
earnings performance that is typical in the cyclical U.S. chicken
processing industry balanced against Pilgrim's very good liquidity.
Moody's nevertheless expects in the stable outlook that an earnings
recovery will reduce the company's leverage over the next 18
months, and that the company will obtain permanent financing for
the Kerry Foods acquisition to maintain its very good liquidity.

Pilgrim's ratings are constrained by the company's concentration in
chicken. However, the company's ratings could be upgraded if the
company enhances earnings stability through improvements in
business and product mix. Quantitatively, Pilgrim's ratings could
be upgraded if the company maintains at least a 6% operating profit
margin, positive free cash flow, sustains debt to EBITDA below
2.0x, and liquidity sources (cash plus unused revolver commitment
availability) of at least $1 billion.

Conversely, Pilgrim's ratings could be downgraded in the event of a
major leveraged acquisition or share buyback, deteriorating
industry fundamentals that lead to prolonged negative free cash
flow, or deteriorating liquidity such as cash plus unused revolver
commitment below $750 million. The ratings could also be downgraded
if legal, governance or other challenges at related entities,
including JBS S.A., negatively affect the risk profile of
Pilgrim's.

Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken processor in the world,
with operations in the United States, U.K., European Union, Mexico
and Puerto Rico. The company produces, processes, markets and
distributes fresh, frozen and value-added chicken products to
foodservice customers, distributors and retail operators worldwide.
Pilgrim's also is a leading integrated prepared pork supplier in
Europe.

For the last twelve-month period ended March 31, 2021, Pilgrim's
revenues totaled $12.3 billion and would be approximately $13.3
billion pro forma for the Kerry Foods acquisition. Pilgrim's Pride
is controlled by Sao Paulo, Brazil based JBS S.A. (Ba1 stable), the
largest processor of animal protein in the world. As of March 28,
2021, JBS S.A. owns in excess of 80% of the outstanding common
stock of Pilgrim's.

The principal methodology used in these ratings was Protein and
Agriculture published in May 2019.


PLATINUM CORRAL: Committee Taps Dundon as Financial Advisor
-----------------------------------------------------------
The official committee of unsecured creditors of Platinum Corral,
LLC seeks approval from the U.S. Bankruptcy Court for the Eastern
District of North Carolina to employ Dundon Advisers, LLC as its
financial advisor.

The firm's services include:

     a. assisting in the analysis, review and monitoring of the
restructuring process, including but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;

     b. reviewing the terms of the cash collateral usage order and
any other provision for case budgeting or case financing;

     c. assisting in the analysis of lease rejection damages and
sale transaction analysis of leases to be assumed and adequate
assurance to be provided by any potential purchasers;

     d. developing a sufficient understanding of the Debtor's
businesses, including current and "go-forward" business plans and
operations, COVID-19 protocols, footprint optimization, store
closure or lease rejection program;

     e. monitoring the sales process;

     f. determining viable non-sale paths for the reorganization of
the Debtor's business or disposition of the Debtor's assets;

     g. monitoring, and to the extent appropriate, assisting the
Debtor in efforts to develop and solicit transactions which would
support unsecured creditor recovery;

     h. assisting the committee in identifying, valuing and
pursuing estate causes of action;

     i. assisting the committee to address claims against the
Debtor and identifying, preserving, valuing and monetizing tax
assets of the Debtor, including government grants and loan
forgiveness efforts by the Debtor;

     j. advising the committee in negotiations with the Debtor and
third parties;

     k. assisting the committee in reviewing the Debtor's financial
reports;

     l. reviewing and providing analysis of any proposed disclosure
statement and Chapter 11 plan, and if appropriate, assisting the
committee in developing an alternative Chapter 11 plan;

    m. attending meetings and assisting in discussions with the
committee, the Debtor, the secured lenders, the U.S. Bankruptcy
Administrator and other parties in interest and professionals;

     n. attending meetings of the committee and meetings with other
key stakeholders and parties;

     o. providing testimony; and

     p. other financial advisory services.

The firm's hourly rates are as follows:

     Peter Hurwitz (Principal)        $700 per hour
     Matthew S. Dundon (Principal)    $750 per hour
     Lee Rooney (Associate Director)  $450 per hour
     Gregory Hill (Senior Associate)  $400 per hour

As disclosed in court filings, Dundon Advisers is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Peter A. Hurwitz
     Dundon Advisers LLC
     440 Mamaroneck Avenue, Fifth Floor
     Harrison, NY 10528 USA
     Tel: (914) 341-1188/(914) 523-0227
     Fax: (212) 202-4437
     Email: PH@dundon.com

                       About Platinum Corral

Platinum Corral, LLC is a multi-unit franchise operator of Golden
Corral Buffet-Grill restaurants in North Carolina and Virginia. It
is based in Jacksonville, N.C.

Platinum Corral filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 21-00833) on April 9, 2021. In the petition
signed by Louis William Sewell, III, president and chief executive
officer, the Debtor disclosed $11,254,441 in assets and $49,389,647
in liabilities.

Judge Joseph N. Callaway oversees the case.

The Debtor tapped Smith Anderson as legal counsel, Williams
Scarborough Gray LLP as accountant, and Capital Insight LLC as
financial, real estate and restructuring advisor.

On May 3, 2021, the official committee of unsecured creditors was
appointed in the Debtor's Chapter 11 case. Brinkman Law Group, PC,
Waldrep Wall Babcock & Bailey, PLLC and Dundon Advisers, LLC serve
as the committee's lead bankruptcy counsel, local counsel and
financial advisor, respectively.


PLATINUM CORRAL: Committee Taps Waldrep Wall as Local Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Platinum Corral,
LLC, received approval from the U.S. Bankruptcy Court for the
Eastern District of North Carolina to hire Waldrep Wall Babcock &
Bailey, PLLC, as its local counsel.

The firm's services will include:

     (a) Providing the committee with legal advice concerning its
duties, powers and rights in relation to the Debtor and the
administration of the Debtor's Chapter 11 case;

     (b) Assisting the committee in the investigation of the acts,
conduct, assets and liabilities of the Debtor, and any other
matters relevant to the case or to the formulation of a plan of
reorganization;

     (c) Assisting the committee and the Debtor in the formulation
of a plan of reorganization, or if appropriate, formulating the
committee's own plan;

     (d) Taking necessary actions to preserve and protect the
rights of all of the Debtor's unsecured creditors;

     (e) Investigating potential causes of action against third
parties for the benefit of the bankruptcy estate;

     (f) Preparing legal documents;

     (g) Conducting discovery and investigations into the Debtor's
operations, valuation of assets, lending relationships, management,
the Debtor's affiliates, and causes of action; and

     (h) Other necessary legal services.

The firm's hourly rates are as follows:

     Thomas W. Waldrep, Jr. (Partner)     $660 per hour
     James C. Lanik (Partner)             $485 per hour
     Jennifer B. Lyday (Partner)          $430 per hour
     Natalia Talbot (Associate)           $310 per hour
     John R. Van Swearingen (Associate)   $290 per hour
     Evan A. Lee (Associate)              $270 per hour
     Marybeth Ford (Paralegal)            $220 per hour

Thomas Waldrep, Jr., managing partner at Waldrep, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Waldrep can be reached through:

     Thomas W. Waldrep, Jr., Esq.
     Jennifer B. Lyday, Esq.
     John R. Van Swearingen, Esq.
     Waldrep Wall Babcock & Bailey PLLC
     1076 West Fourth Street
     Winston-Salem, NC 27101
     Telephone: 336-717-1280
     Telefax: 336-717-1340
     Email: twaldrep@waldrepwall.com
            jlyday@waldrepwall.com
            jvanswearingen@waldrepwall.com
            notice@waldrepwall.com

                       About Platinum Corral

Platinum Corral, LLC is a multi-unit franchise operator of Golden
Corral Buffet-Grill restaurants in North Carolina and Virginia.  It
is based in Jacksonville, N.C.

Platinum Corral filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 21-00833) on April 9, 2021. In the petition
signed by Louis William Sewell, III, president and chief executive
officer, the Debtor disclosed $11,254,441 in assets and $49,389,647
in liabilities.

Judge Joseph N. Callaway oversees the case.

The Debtor tapped Smith Anderson as legal counsel, Williams
Scarborough Gray LLP as accountant, and Capital Insight LLC as
financial, real estate and restructuring advisor.

On May 3, 2021, the official committee of unsecured creditors was
appointed in the Debtor's Chapter 11 case.  Brinkman Law Group, PC
and Waldrep Wall Babcock & Bailey, PLLC serve as the committee's
lead bankruptcy counsel and local counsel, respectively.


PURDUE PHARMA: August 9 Chapter 11 Confirmation Hearing Set
-----------------------------------------------------------
Prime Clerk announced that on June 3, 2021, as part of Purdue
Pharma L.P.'s bankruptcy proceedings, the United States Bankruptcy
Court for the Southern District of New York entered an order called
the "Disclosure Statement Order" that:

   (a) Authorized Purdue Pharma L.P. and its affiliated debtors and
debtors in possession to solicit acceptances of the Fifth Amended
Joint Chapter 11 Plan of Reorganization of Purdue Pharma L.P. and
Its Affiliated Debtors, which includes (a) releases of any actual
or potential claims against Sackler family members, and certain
other individuals and related entities, relating to Purdue Pharma
L.P. and its affiliated debtors (including Purdue prescription
opioids, like OxyContin, or other prescription opioids manufactured
or sold by Purdue); and (b) an injunction requiring that certain
claims against the released parties be asserted only against trusts
established under the plan;

   (b) Approved the Disclosure Statement for Fifth Amended Joint
Chapter11 Plan for Purdue Pharma L.P. and Its Affiliated Debtors as
containing "adequate information" pursuant to section 1125 of the
Bankruptcy Code;

   (c) Approved the solicitation materials and documents to be
included in solicitation packages; and

   (d) Approved procedures for soliciting, receiving, and
tabulating votes on the plan and for filing objections to the
plan.

The Court will consider confirmation of the plan at the
Confirmation Hearing.

WHEN IS THE HEARING? The Confirmation Hearing will be held on
August 9, 2021, at 10 a.m., prevailing Eastern Time, before the
Honorable Robert D. Drain, in the United States Bankruptcy Court
for the Southern District of New York, located at 300 Quarropas
Street, White Plains, New York 10601-4140. The hearing will be
conducted via Zoom videoconference for those who will be
participating in the Confirmation Hearing1if General Order M-543 is
still in effect or unless otherwise ordered by the Bankruptcy
Court.

The Confirmation Hearing may be extended and rescheduled by the
Court or the Debtors without further notice by an agenda filed with
the Court, and/or by a Notice of Adjournment filed with the Court
and delivered to all parties who are entitled to notice.

WHAT ARE YOUR OPTIONS? Vote on the Plan: Your vote must be
submitted so it is actually received on or before July 14, 2021, at
4:00 p.m., prevailing Eastern Time. Detailed instructions on how to
vote are available at PurduePharmaClaims.com or by calling (844)
217-0912 (toll free) or (347) 859-8093 (international). Failure to
follow instructions properly may disqualify your vote.

Object to the Plan: An objection must be submitted so that it is
actually received on or before July 19, 2021, at 4:00 p.m.,
prevailing Eastern Time. Detailed instructions on how to file an
objection are available at PurduePharmaClaims.com or by calling
(844) 217-0912 (toll free) or (347) 859-8093 (international).

Allowance Request: If you believe that you hold a claim against
Purdue Pharma L.P. that is not currently entitled to vote but that
you believe should be entitled to vote, you can request the
allowance of such claim for voting purposes. To do so, you must
file a motion with the Court on or before July 19, 2021, at 4:00
p.m., prevailing Eastern Time. Detailed instructions on how to file
an allowance request are available at PurduePharmaClaims.com or by
calling (844) 217-0912 (toll free) or (347) 859-8093
(international).

If the plan is confirmed, anyone with an actual or potential claim
against Purdue Pharma L.P. or any of its affiliated debtors, or
with an actual or potential claim against Sackler family members,
and certain other individuals and related entities, relating to
Purdue Pharma L.P. and its affiliated debtors (including Purdue
prescription opioids, like OxyContin, or other prescription opioids
manufactured or sold by Purdue),will be bound by the terms of the
plan, including the releases and injunctions contained therein.

For more information:

   Call: (844) 217-0912 (toll free) or
         (347) 859-8093 (international)

   Visit: PurduePharmaClaims.com

   Write: Purdue Pharma Ballot Processing,
          c/o Prime Clerk LLC
          One Grand Central Place
          60 East 42nd Street, Suite 1440
          New York, NY 10165

   E-mail: purduepharmainfo@primeclerk.com

Please be advised that Prime Clerk LLC is authorized to answer
questions about, and provide additional copies of, solicitation
materials, but may not advise you as to whether you should vote to
accept or reject the plan or provide any legal advice.

Parties or members of the public who wish to participate in the
Confirmation Hearing should consult the Court's calendar with
respect to the day of the Confirmation Hearing at
https://www.nysb.uscourts.gov/calendars/rdd.html for information
regarding how to be added as a participant. Members of the public
who wish to listen to, but not participate in, the Confirmation
Hearing free of charge may do so telephonically at a number to be
provided on the Debtors' case website at: PurduePharmaClaims.com.

                       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.


RIVER BEND MARINA: Disclosures and Plan Now Due July 31
-------------------------------------------------------
Judge James J. Robinson has entered an order granting the motion of
River Bend Marina, LLC, to extend its deadline to file a Disclosure
Statement and Plan of Reorganization.  The deadline is extended to
July 31, 2021.

                     About River Bend Marina

River Bend Marina, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ala. Case No. 20-40075) on Jan. 15, 2020, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by Robert D. McWhorter Jr., Esq., at Inzer Haney
McWhorter Haney & Skelton, LLC.


SK INVICTUS INTERMEDIATE: Fitch Puts 'B+' IDR on Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed SK Invictus Intermediate II S.a.r.l. and
SK Invictus Intermediate s.a.r.l.'s (dba Perimeter Solutions) 'B+'
Long-Term Issuer Default Ratings (IDRs) on Rating Watch Negative
following the company's June 16, 2021 announcement of its pending
acquisition by EverArc Holdings Ltd., a publicly-listed acquisition
company. Fitch has also placed SK Invictus Intermediate II's
first-lien, senior secured revolving credit facility, first-lien,
senior secured term loan, and second-lien, secured term loan on
Rating Watch Negative.

The Negative Watch reflects the uncertainty regarding Perimeter's
long-term capital structure and financial and capital allocation
policy, as well as better visibility into additional quarters of
the company's business performance. Fitch's current expectation is
that Perimeter's operating performance will be above-average in
2021 followed by a return to a more normalized growth outlook with
a post-acquisition financial profile generally consistent with 'B+'
rating tolerances. Fitch recognizes, however, that underperformance
relative to Fitch's current robust fire season-linked earnings
expectations could result in Fitch's lowering its normalized fire
season expectations leading to changes to Perimeter's
post-acquisition financial profile which may be inconsistent with
'B+' rating tolerances.

The transaction is currently anticipated to close by year-end, at
which point Fitch intends to resolve the Rating Watch.

The current 'B+' rating reflects Fitch's expectations for a robust
2021 fire season and continued rebounds in vehicle miles driven to
drive solid earnings performance for Perimeter in the near term,
which Fitch forecasts will improve pre-transaction total debt with
equity credit/operating EBITDA to below 5.0x by YE 2021. Fitch
acknowledges the company's leading market positions and
demonstrated financial resiliency during periods of weak fire
seasons, as evidenced with its 2019-2020 performance.

KEY RATING DRIVERS

EverArc Acquisition: Per a definitive agreement, EverArc Holdings
Ltd., a publicly-listed acquisition company, will acquire Perimeter
Solutions from SK Invictus Holdings S.a.r.l., an affiliate of funds
advised by SK Capital Partners, LP in a transaction valued at
approximately $2 billion. The transaction is currently expected to
be funded with approximately $400 million in existing cash, $1.15
billion in proceeds from a future private placement equity
issuance, $600 million in committed loan facilities and $100
million in preferred equity. The current management team will
continue to lead the company.

Robust Expected 2021 U.S. Fire Season: With the Western U.S.
currently in one of the most widespread and intense droughts in
decades, Fitch expects Perimeter's fire safety business to benefit
from a robust upcoming fire season in 2021. Fitch projects the
company will generate solid earnings growth (vs. 2019-2020)
throughout the forecast period, with additional upside potential
stemming from diversification into new regions, U.S. Forest
Services (USFS) initiatives to increase tanker capacity and
pre-treatment measures taken by utilities and homeowners.
Furthermore, Fitch believes that favorable structural shifts within
forest firefighting tactics towards more aerial based approaches
provides additional upside for the company.

Leading Market Positions: Perimeter holds the #1 market position in
both fire safety retardants, where it sells fire retardants for use
in fighting forest fires and fire suppressant foam, and in its Oil
Additives segment, where Perimeter supplies P2S5 for use in
lubricant additives. Both segments are highly consolidated and have
considerable barriers to entry.

Perimeter is the sole supplier of fire retardants to the U.S.
government and primarily sells to governmental and municipal
entities such as U.S. Forest Services (USFS). Potential competitors
would have to go through rigorous approval processes due to the
mission-critical characteristics of the products. Likewise, the
P2S5 Perimeter sells is hazardous in nature and requires
specialized storage facilities to safely transport. Perimeter is
the only competitor within the P2S5 market to have production
capacity in both North America and Europe.

Oil Additives Stability: Perimeter's position in the lubricant
additives market has historically enabled it to post consistent
EBITDA generation, with strong forecast FCF due in part to the
segment's minimal capex requirements. While 2020 represented a
challenging year for travel and fuel demand, the company was able
to improve segment EBITDA within oil additives yoy by approximately
32% versus 2019.

Fitch projects that EBITDA generation within oil additives improves
sequentially in 2021 and 2022 towards 2018 levels and around GDP
thereafter, supported by continued rebounds in vehicle miles
driven. This is consistent with Fitch's views that lubricant
additive producers have historically enjoyed very consistent
earnings even in times of rising raw material costs due to the
stable demand profile of the industry.

Substantial FCF Generation: Fitch projects Perimeter Solutions will
generate around $50 million-$70 million on average of positive FCF
throughout the forecast due to the anticipation for more normalized
fire seasons and a continued return to historical demand levels
within the oil additives segment. Even with considerable cash
interest payments, the company benefits from high consolidated
EBITDA margins and minimal capex requirements that have
traditionally resulted in substantial FCF generation that is
notably above the metrics of other 'B' peers.

Perimeter's products are highly specialized and account for only a
small portion of its customers' overall costs, which has enabled it
to consistently pass on any increases in the price of its
underlying raw materials helping support margin and cash flow
resiliency.

DERIVATION SUMMARY

Perimeter Solutions is relatively small and generally more highly
levered when compared to chemical peers such as Kronos Worldwide
(B+/Stable), Ingevity Corp. (BB/Stable) and SK Mohawk Holdings,
SARL (B/Negative). Perimeter's main differentiating factors from
its peer group are its highly specialized products and leading
market positions within each of its segments that typically lead to
higher EBITDA margins and strong FCF generation far above the
average for most peers.

As such, Perimeter is able to support a higher debt load than a
peer such as Kronos, which sells more commoditized products and has
less of a leadership position in its industry. SK Blue Holdings is
projected to have a similar mid-cycle leverage profile to
Perimeter, but has less growth opportunities in its end-markets and
its margin expansion opportunities are more cost-linked.
Perimeter's typically substantial FCF generation compares with
Ingevity given leading positions within Perimeter's fire safety and
Ingevity's Performance Chemicals segments.

KEY ASSUMPTIONS

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

-- Robust fire season in 2021 with annual growth thereafter in
    the low-mid single digits;

-- Oil Additives demonstrates solid growth in 2021 and
    thereafter, supported by continued improvements in miles
    driven and fuel demand;

-- Capex between 2%-3% of sales annually.

Key Recovery Rating Assumptions:

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

Fitch's recovery analysis considered the high barriers to entry,
leading market positions and specialized product portfolio of
Perimeter's two businesses as well as the considerable FCF
generation ability of each.

Fitch's $90 million going concern EBITDA assumption is made up of
an assumed $25 million from the Oil Additives business and $65
million from the Fire Safety business. In Oil Additives, Fitch
believes customer production issues like the one seen in 2019 and
coronavirus-related impacts have largely subsided. The company is
the market leader in a specialized product that only accounts for a
small percentage of its customers' total costs. The Zinc
Dialkyldithiophosphate (ZDDP) Perimeter provides has no readily
available substitute and requires specialized equipment to safely
transport. Fitch believes the generally stable demand profile of
the lubricant additives industry would allow the segment to
generate around $25 million in EBITDA out of a distressed period.

In Fire Safety, Perimeter is the unquestioned leader, with
substantial market share. The company's products are essentially
the only products certified to be used by its customers, which are
governmental agencies which require years of approval procedures
before a new product can be used. Perimeter's products are also
mission-critical, further limiting new entrants. Demand has
benefited from a structural shift towards greater use of fire
retardants as well as longer fire seasons. However, should
firefighting preferences or tactics change, or should fire activity
dramatically decrease, the company would be vulnerable to declines
in its earnings as exhibited in 2019. As such, Fitch believes a
going concern EBITDA for this segment of around $65 million
appropriately reflects emergence from a stressed scenario and
reflects an amount between the earnings generated during years
considered 'normal' fire seasons and 'weaker' fire seasons.

Fitch has assigned a 7.0x recovery multiple, which is consistent
with highly specialized and highly value-add specialty chemical
producers such as Perimeter. The highly consolidated industries in
which it operates, with high barriers to entry and the significant
growth potential of the Fire Safety segment further support a
higher multiple and the resulting enterprise value.

With the revolver fully drawn, the first-lien debt recovers at a
'BB'/'RR2' rating while the second lien recovers at 'B-'/'RR6'.

RATING SENSITIVITIES

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

-- Failure to complete the merger as contemplated will result in
    removal of the Negative Watch.

On a Standalone Basis:

-- Increase in overall geographic exposure and end-market
    diversification that further reduces variability risk in fire
    safety;

-- Demonstrated ability to maintain sufficient liquidity to
    withstand multiple periods of distress;

-- Total debt with equity credit/operating EBITDA sustained below
    4.5x;

-- FCF margin sustained around current levels.

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

To resolve the Negative Watch:

-- Completion of the contemplated merger.

On a Standalone Basis:

-- Expectations of total debt/EBITDA above 5.0x at the end of
    2021;

-- Operating pressure within the Fire Safety segment resulting in
    weakened EBITDA generation and FCF margin trending towards the
    mid-single digits;

-- Expectations of FFO fixed-charge coverage sustained at or
    below 2.0x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Fitch projects a robust 2021 fire season,
resulting in considerable FCF that is expected to continue over the
forecasted period. The company's $100 million revolver is
forecasted to stay mostly undrawn, with any drawdowns likely to be
repaid relatively quickly, and Fitch currently expects the company
to continue to keep a moderate amount of cash on hand. Together
with the revolver, Perimeter should have a comfortable liquidity
buffer.

ESG CONSIDERATIONS

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

ISSUER PROFILE

Perimeter Solutions is a chemical company with two business
segments: Fire Safety and Oil Additives. In Fire Safety,
Perimeter's aerial retardants are used by forest service agencies
to fight and contain forest fires. In Oil Additives, Perimeter is
the market leader in ZDDP.


SMITHFLY DESIGNS: Seeks to Hire Ira H. Thomsen as Legal Counsel
---------------------------------------------------------------
SmithFly Designs, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Ohio to hire the Law Offices of Ira H.
Thomsen to serve as legal counsel in its Chapter 11 case.

The firm's services include:

     a. advising the Debtor regarding its powers and duties in the
continued operation of its businesses and management of its
properties;

     b. representing the Debtor in connection with any adversary
proceedings, which are instituted within the case;

     c. preparing legal papers including a Chapter 11 plan of
reorganization;

     d. advising the Debtor with respect to, and assisting in the
negotiation and documentation of, cash collateral orders and
related transactions;

     e. reviewing the nature and validity of any liens asserted
against property of the Debtor and advising the Debtor concerning
the enforceability of such liens;

     f. advising the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate;

     g. counseling the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;

     h. assisting the Debtor in connection with any potential
property disposition;

     i. advising the Debtor concerning executory contracts and
unexpired lease assumption, assignment, rejection, lease
restructuring and recharacterization;

     j. assisting the Debtor in reviewing, estimating and resolving
claims asserted by or against the estate;

     k. commencing and conducting litigation to assert rights held
by the Debtor, protect assets of the estate, or otherwise further
the goal of completing the successful reorganization of the
Debtor;

     l. providing general corporate, litigation and other legal
services as requested by the Debtor; and

     m. other necessary legal services.

The firm's hourly rates are as follows:

          Ira H. Thomsen      $375 per hour
          Denis E. Blasius    $275 per hour
          Darlene E. Fierle   $250 per hour

Ira Thomsen, Esq., disclosed in a court filing that he and his firm
are "disinterested persons" as defined in Section 101(14) of the
Code.

The firm can be reached at:

     Ira H. Thomsen, Esq.
     Law Offices of Ira H. Thomsen
     140 N Main Street
     Springboro, OH 45066
     Phone: (937) 748-5001
     Fax: 937-748-5003

                      About SmithFly Designs

SmithFly Designs, LLC sought Chapter 11 protection (Bankr. S.D.
Ohio Case No. 21-30521) on March 31, 2021, disclosing total assets
of up to $50,000 and total liabilities of up to $1 million.  Judge
Guy R. Humphrey oversees the case.  The Debtor is represented by
the Law Offices of Ira H. Thomsen.


SPECTRUM GLOBAL: Closes Acquisition of HWN Inc.
------------------------------------------------
Spectrum Global Solutions, Inc., had closed its agreement with HW
Merger Sub, Inc., HWN, Inc. and the stockholders of HWN.

Under the agreement, Spectrum Global purchased all of the capital
stock of HWN.  Following the closing of the transaction, HWN became
a wholly-owned subsidiary of the company.  As previously disclosed,
as part of the consideration for the transaction, Spectrum Global
issued shares of a newly established Series D Preferred Stock.

On June 14, 2021, Spectrum Global filed a Certificate of
Designation, Preferences, Rights and Other Rights of Series D
Preferred Stock of the company with the Secretary of State of the
State of Nevada, effective immediately.
  
                  About Spectrum Global Solutions

Boca Raton, Florida-based Spectrum Global Solutions Inc. --
https://SpectrumGlobalSolutions.com -- operates through its
subsidiaries ADEX Corp., Tropical Communications Inc. and AW
Solutions Puerto Rico LLC.  The Company is a provider of
telecommunications engineering and infrastructure services across
the United States, Canada, Puerto Rico and Caribbean.

Spectrum Global reported a net loss attributable to the company of
$17.71 million for the year ended Dec. 31, 2020, compared to a net
loss attributable to the company of $5.83 million for the year
ended Dec. 31, 2019.  As of March 31, 2021, the Company had $6.38
million in total assets, $22.17 million in total liabilities, $1.02
million in total mezzanine equity, and a total stockholders'
deficit of $16.81 million.

Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated April 1, 2021, citing that the Company has incurred
losses since inception, has negative cash flows from operations,
and has negative working capital, which creates substantial doubt
about its ability to continue as a going concern.


STONEMOR INC: To Hold Annual Meeting on July 27
-----------------------------------------------
StoneMor Inc. is set to hold the Annual Meeting of Stockholders on
Tuesday, July 27, 2021, at 4:00 p.m. EDT.  The Annual Meeting will
be held by remote communication.  

The record date for stockholders entitled to notice of and to vote
at the Annual Meeting has been changed from the close of business
on Friday, June 4, 2021 to the close of business on Monday, June
21, 2021.  

Information regarding the manner in which stockholders will be able
to access, participate in and vote at the Annual Meeting will be
set forth in the company's proxy statement.

                        About StoneMor Inc.

StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem,
Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 304 cemeteries and 70 funeral
homes in 24 states and Puerto Rico. StoneMor's cemetery products
and services, which are sold on both a pre-need (before death) and
at-need (at death) basis, include: burial lots, lawn and mausoleum
crypts, burial vaults, caskets, memorials, and all services which
provide for the installation of this merchandise.

StoneMor reported a net loss of $8.36 million for the year ended
Dec. 31, 2020, compared to a net loss of $151.94 million for the
year ended Dec. 31, 2019.  As of March 31, 2021, the Company had
$1.68 billion in total assets, $1.77 billion in total liabilities,
and a total stockholders' deficit of $96.53 million.


STOP & GO: July 29 Plan & Disclosure Hearing Set
------------------------------------------------
On May 20, 2021, debtor Stop & Go Airport Shuttle Service, Inc.
filed with the U.S. Bankruptcy Court for the Northern District of
Illinois an Amended Plan and Amended Disclosure Statement.

On June 17, 2021, Judge LaShonda A. Hunt ordered that:

     * July 29, 2021, at 11:30 A.M. via Zoom is the combined
hearing to consider the approval of the disclosure statement and on
confirmation of the plan.

     * July 21, 2021 is fixed as the last date for filing and
serving written objections to the disclosure statement.

     * July 21, 2021 is fixed as the last day for filing ballots
accepting or rejecting the plan.

     * July 21, 2021 is fixed as the last day for filing and
serving written objections to confirmation.

     * July 26, 2021 at 2:00 P.M. is the auction of the equity
interest in the Debtor.

A copy of the order dated June 17, 2021, is available at
https://bit.ly/3xHoZwo from PacerMonitor.com at no charge.

The Debtor is represented by:

     David P. Lloyd, Esq.
     David P. Lloyd, Ltd.
     615B S. LaGrange Rd.
     LaGrange IL 60525
     Phone: 708-937-1264
     Fax: 708-937-1265

              About Stop & Go Airport Shuttle Service

Stop & Go Airport Shuttle Service, Inc. sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 20-17814) on Sept. 29, 2020, listing under $1 million in
both assets and liabilities.  Judge Donald R. Cassling oversees the
case.  David P. Lloyd, Ltd. is the Debtor's legal counsel.


SUITABLE TECH: Court Okays Bankruptcy Plan With Creditor Recovery
-----------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that Suitable Technologies
Inc., known for its Beam remote collaboration technology, will wind
down in bankruptcy after a court approved its Chapter 11 plan
providing a roughly 35% recovery for unsecured creditors.

The plan incorporates a settlement with the company's
lenders—primarily companies owned or controlled by Suitable
Tech's founder and former CEO, Scott Hassan—said Curtis Miller of
Morris, Nichols, Arsht & Tunnell LLP at a hearing Tuesday, June 22,
2021, in the U.S. Bankruptcy Court for the District of Delaware.
Miller represents lenders MagicHeart Investments LLC and Greenheart
Investments LLC.

The lenders contributed $409,000 for winding down the affairs of
Suitable Tech.

                   About Suitable Technologies

Headquartered in Palo Alto, California, Suitable Technologies, Inc.
--  https://www.suitabletech.com/ -- develops, manufactures, and
sells telepresence system and technology platforms in both domestic
and international markets. It also maintains an intellectual
property portfolio, which includes a number of different patents
associated with, among other things, wireless connectivity, as well
as trademarks in the United States and other foreign
jurisdictions.

Its primary product is called "Beam", a telepresence device
designed to promote remote collaboration, provide individuals with
the ability to communicate remotely with others on both a visual
and audio basis, and move freely through a workplace using the
Company's manufactured devices and companion software.

Suitable Technologies, Inc., sought Chapter 11 protection (Bankr.
D. Del. Case No. 20-10432) on Feb. 26, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and $50
million to $100 million in liabilities.

The Honorable Mary F. Walrath is the case judge. The Debtor tapped
Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius
Ross Advisors, LLC, as an investment banker. Asgaard Capital LLC is
the staffing provider and its founder, Charles C. Reardon, is
presently serving as CRO for the Debtor. Donlin, Recano & Company,
Inc., is the claims agent.


TECHNIMARK HOLDINGS: Moody's Assigns 'B3' CFR on Oak Hill Deal
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default Rating to Technimark Holdings LLC.
Moody's also assigned B2 (LGD3) ratings to the company's $75
million senior secured revolving credit facility expiring 2026 and
$460 million senior secured first lien term loan due 2028.
Technimark is also issuing a $170 million senior secured second
lien term loan and a $30 million delayed draw senior secured second
lien term loan which will not be rated by Moody's. The outlook is
stable. The proceeds from the term loans will be used to finance
the acquisition of Technimark by Oak Hill Capital Partners.

The assignment of the B3 Corporate Family Rating reflects Moody's
expectation that debt to LTM EBITDA will decline to about 6.1x by
the end of 2022 from over 7.5x at March 31, 2021 pro forma for the
proposed LBO financing. Moody's expects Technimark to benefit from
higher margin new business and continued growth in the global
economy. Moody's also expects free cash flow to debt to decline to
1.1% by the end of 2022 from 1.7% pro forma as capex and working
capital increase to support new business. Moody's also expects
Technimark to maintain adequate liquidity.

The stable outlook reflects Moody's view that the company will
commercialize new business as projected and improve credit metrics
while maintaining adequate liquidity.

The senior secured term loan is expected to contain certain
covenant flexibility for transactions that can adversely affect
creditors. Notable terms include the ability to incur incremental
indebtedness up to the greater of $100 million and 100% of LTM
consolidated EBITDA, plus additional amounts so long as first lien
net leverage ratio does not exceed 5.25x for pari passu
indebtedness. Amounts up to the greater of $100 million at closing
and 100% of LTM consolidated EBITDA may be incurred with an earlier
maturity date than the initial term loan. The credit agreement
permits the transfer of assets to unrestricted subsidiaries, up to
the carve-out capacities, subject to "blocker" provisions which
prohibit the transfer of material intellectual property to
unrestricted subsidiaries. Non-wholly-owned subsidiaries are not
required to provide guarantees; dividends or transfers resulting in
partial ownership of subsidiary guarantors could jeopardize
guarantees, subject to protective provisions which only permit
guarantee releases if such transfer is part of a bona fide
transaction. There are no express protective provisions prohibiting
an up-tiering transaction. These proposed terms and the final terms
of the credit agreement may be materially different.

Assignments:

Issuer: Technimark Holdings LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

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

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

Outlook Actions:

Issuer: Technimark Holdings LLC

Outlook, Assigned Stable

RATINGS RATIONALE

Weaknesses in Technimark's credit profile include a high customer
concentration of sales and significant competition in the
fragmented packaging industry. Weaknesses also include the
projected periodic drain on cash flow from investments required for
customers' frequent product changeovers and to continue to grow and
retain higher margin new business.

Strengths in Technimark's credit profile include the company's
comparatively high exposure to stable end markets (consumer and
healthcare) and adequate liquidity. The company's customers include
many blue-chip names and Technimark has had relationships with most
of them for well over 10 years. Over 60% of Technimark's business
is under long-term contracts which raises switching costs for
customers. Approximately 88% of the company's business has raw
material cost pass-through provisions which protect the company
from increases in raw material prices.

Technimark has adequate liquidity supported primarily by
availability on its $75 million revolving credit facility which
expires June 2026. The facility is expected to be undrawn at the
close of the transaction. Free cash flow is expected be low over
the next 12 months as capex and working capital increase to fund
investments for new business, but be positive in every quarter
depending upon changes in raw material prices. However, Technimark
is expected to maintain good availability under the revolver as
back-up liquidity.

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

The ratings could be downgraded if there is a deterioration in
credit metrics, liquidity or the competitive environment.
Additionally, a debt financed dividend or acquisition could also
lead to a downgrade. Specifically, the ratings could be downgraded
if:

Adjusted total debt to LTM EBITDA is above 6.5 times

Free cash flow to debt is negative

EBITDA to interest expense is below 2.25 times

The ratings could be upgraded if Technimark sustainably improves
credit metrics and generates positive free cash flow while
maintaining adequate liquidity within the context of a stable
competitive environment. Specifically, the rating could be upgraded
if:

Adjusted total debt to EBITDA is less than 5.75 times

Free cash flow to debt is over 2.75%

EBITDA to interest expense is over 3.0 times

Headquartered in Asheboro, North Carolina, Technimark Holdings LLC
is a manufacturer of injection molded components for the consumer
packaging, healthcare and select consumer durable and non-durable
end markets. Molding revenue accounts for 90% of total sales, with
the balance comprised of tooling sales. Technimark's revenue for
the twelve months ended March 31, 2021 was approximately $676
million. Approximately 60% of sales are generated in the U.S. with
most of the balance from Mexico and a small percentage from
Germany, China, and the U.K. Technimark will be a portfolio holding
of Oak Hill Capital Partners and does not publicly disclose
financial information.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.


TENABLE HOLDINGS: Moody's Assigns First-Time B1 Corp. Family Rating
-------------------------------------------------------------------
Moody's Investors Service assigned to Tenable Holdings, Inc. a
first-time B1 Corporate Family Rating, B1-PD Probability of Default
Rating, and a Speculative Grade Liquidity rating of SGL-1. Moody's
also assigned a B1 rating to Tenable's proposed $350 million of 1st
lien Term Loan maturing in 2028. Tenable intends to use proceeds
from the term loan offering for general corporate purposes. The
ratings outlook is stable.

The following ratings/assessments are affected by the action:

New Assignments:

Issuer: Tenable Holdings, Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Issuer: Tenable, Inc.

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

Outlook Actions:

Issuer: Tenable Holdings, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Tenable is benefiting from secular tailwinds from heightened focus
on cybersecurity risks in organizations amid increasing complexity
of Information Technology (IT) networks and adoption of digital
technologies to drive efficiencies. Management has a good track
record of generating strong growth from acquiring new customers,
increasing sales in the installed base, and expanding product
offerings. Tenable's CFR is strongly positioned in the B1 rating
category which reflects the company's strong growth prospects and
Moody's expectations for increasing profitability and free cash
flow from operating leverage. Moody's expects organic revenue
growth of 16% to 17% over the next 2 to 3 years and free cash flow
to increase to about $100 million (25% of Moody's lease-adjusted
total debt) in 2022. Tenable's credit profile is further supported
by the approximately 94% of recurring revenues derived from
software subscription and maintenance services and their high
renewal rates.

Tenable's rating is constrained by its small operating scale,
limited product diversity and the highly competitive and rapidly
evolving IT security industry. The company has good revenue
diversification by industry verticals, customers and geographic
segments. But a large majority of its revenues are derived from the
core Vulnerability Management offerings. Tenable's small scale and
growth-oriented investments result in modest levels of
profitability, though Moody's expects profitability to strengthen
with rapidly growing scale. Excluding acquisitions, Moody's expects
Tenable's operating profit margins to increase by about 300 basis
points annually over the next 2 to 3 years, although operating
margins will be under pressure in the current fiscal year due to
the dilutive impact of the Alsid SAS acquisition that closed in
April 2021. Given the high stock-based compensation expense,
Moody's does not expect operating income to turn positive under US
GAAP before 2024.

Tenable's competitors include other vendors with a large focus in
the VM category as well as diversified IT security vendors.
Tenable's business risks are mitigated by its very good liquidity,
leading market share in the core VM solutions category, and its
track record of growing market share. Moody's views Tenable's
Nessus platform with its long operating history and an extensive
user community as a sustainable source of competitive
differentiation. The Nessus platform is a cost-effective source of
acquiring revenue generating customers through the conversion of
its free users to paying subscribers and enterprise platform users
over time. The data and insights from Nessus' over 2 million unique
users enhance the threat assessment capabilities of Tenable's
products.

Governance considerations positively influence Tenable's rating.
The B1 rating incorporates Moody's expectations for balanced
financial policies, including maintenance of high levels of cash
relative to debt. Moody's does not expect Tenable to initiate
shareholder capital returns over the next several years given its
growth-oriented business strategy and it expects that the primary
use of excess cash will be for smaller acquisitions to expand
Tenable's technology capabilities and product portfolio.

The stable outlook reflects Moody's expectations for strong revenue
growth and free cash flow increasing to about $100 million in
2022.

The SGL-1 rating reflects Tenable's very good liquidity supported
by the approximately $600 million of cash and investments, pro
forma for the term loan offering and the acquisition of Alsid,
access to an undrawn $50 million revolving credit facility, and
growing free cash flow over the next 12 to 18 months.

Tenable's direct subsidiary, Tenable, Inc. will be the issuer of
the term loans. The loans will be guaranteed by the parent and
material domestic subsidiaries of the borrower, and are expected to
be secured by a first priority security interest in substantially
all tangible and intangible assets of the borrower and guarantors.
The term loan facility is not expected to include any financial
maintenance covenants.

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

Moody's could upgrade Tenable's ratings if the company maintains
strong revenue and free cash flow growth and it establishes a
longer track record of balanced financial policies, including low
financial leverage. In addition, increasing product diversity could
support an upgrade. Conversely, the rating could be downgraded if
revenue growth decelerates meaningfully such that free cash flow
growth trails Moody's expectations. The rating could also be
pressured by an aggressive acquisitions strategy that results in an
erosion of liquidity or substantial integration risk.

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

Tenable Holdings, Inc. is a provider of cyber risk solutions. The
company's products enable its customer to asses cybersecurity risks
in their IT infrastructure arising from potential vulnerabilities,
misconfigurations, and internal and regulatory compliance
violations.


TOPPS COMPANY: Moody's Ups CFR to B1 & Rates New 1st Lien Loans B1
------------------------------------------------------------------
Moody's Investors Service upgraded The Topps Company, Inc.'s
Corporate Family Rating to B1 from B2 and its Probability of
Default Rating to B1-PD from B3-PD. At the same time, Moody's
assigned a B1 rating to the company's proposed senior secured first
lien credit facilities, consisting of a $50 million first lien
revolver due 2026 and a $200 million first lien term loan due 2028.
Moody's also assigned a SGL-1 Speculative Grade Liquidity rating.
The B1 rating on the company's existing first lien credit facility
is unchanged and will be withdrawn concurrent with the anticipated
repayment of this debt obligation. The outlook is stable.

Proceeds from the proposed $200 million first lien term loan will
be used to refinance the company's existing first lien term loan
due 2022 and pay related fees and expenses. The proposed
refinancing follows the company's recent planned merger with
Mudrick Capital Acquisition Corporation II (MUDS), a
publicly-traded special purpose acquisition company (SPAC), that
will result in Topps becoming a public company.

Under the merger terms, the transaction implies an enterprise value
for Topps of approximately $1.55 billion (assuming today's $12.25
per share), or 11x-12x management's fiscal 2021 projected adjusted
EBITDA of $130-$140 million. Anticipated cash proceeds from the
transaction of up to approximately $571 million include $321
million of cash from SPAC investors, and $250 million from private
investment in public equity (PIPE) investors, which includes up to
$100 million from Mudrick Capital. Cash proceeds are expected to be
used to purchase shares from Topps' existing shareholder Madison
Deaborn Partners (MDP), which intends to sell the majority of its
ownership position, and to pay related fees and expenses. The SPAC
transaction and proposed refinancing do not materially affect the
amount of Topps' funded debt.

The ratings upgrade reflects Topps' very strong revenue and EBITDA
growth over the past year resulting in low financial leverage with
debt/EBITDA below 2.0x. Topps reported very strong year-over-year
revenue and EBITDA growth of 55.3% and about 178% respectively for
the first quarter of fiscal 2021. Positive results were primarily
driven by continued strength in the sports and entertainment
segment (S&E), with the segment's sales doubling and EBITDA more
than quadrupling during the first quarter of 2021 relative to the
same period last year. This follows very strong results in fiscal
2020 with consolidated revenue and EBITDA growing 23% and 98%
respectively versus 2019. As a result, Topps' debt/EBITDA leverage
is low at 1.9x for the last twelve months (LTM) period ending April
3, 2021, and pro forma for public company costs. The company's low
financial leverage provides cushion within the B1 rating to absorb
potential future demand pull-back following very high demand levels
over the past year, particularly in the S&E segment. In addition,
the proposed refinancing eliminates refinancing risks related to
the near-term maturity of the company's existing first lien credit
facility due 2022.

The following ratings/assessments are affected by the action:

Ratings Upgraded:

Issuer: The Topps Company, Inc.

Corporate Family Rating, Upgraded to B1 from B2

Probability of Default Rating, Upgraded to B1-PD from B3-PD

New Assignments:

Issuer: The Topps Company, Inc.

Speculative Grade Liquidity Rating, Assigned SGL-1

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

Senior Secured 1st Lien Revolving Credit Facility, Assigned B1
(LGD3)

Outlook Actions:

Issuer: The Topps Company, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Topps' B1 CFR broadly reflects its low financial leverage with
debt/EBTIDA at around 1.7x for the LTM period ending April 3, 2021,
and its solid position in the domestic S&E collectibles market and
healthy geographic presence outside the US. The company benefits
from its moderate segment diversification provided by its
confections business, and its growing and sizable ecommerce and
digital businesses that positions the company well to benefit from
the shift of consumer spending online. Topps' low financial
leverage provides cushion within its rating to absorb a potential
material slowdown in the S&E segment following very high demand
levels over the past year, and provides financial flexibility to
make growth investments including M&A. Topps' very good liquidity
reflects Moody's expectations for positive free cash flow of around
$75 million over the next 12-18 months, its cash balance
anticipated at $50 million pro forma for the pending SPAC merger
and refinancing, and access to an undrawn $50 million revolver due
2026.

Topps' rating also reflects its relatively small size with 2020
annual revenue of $567 million, and niche product focus in mature
categories. The company's products are discretionary and demand is
exposed to cyclical consumer discretionary spending cycles. Topps
is also exposed to the inherent volatility in the S&E collectibles
industry, tied to the popularity of upcoming rookie athletes and
sports tournaments. However, in fiscal 2020 strong demand in the
S&E segment more than offset sales declines in the confections
business that were due to coronavirus related store closures and
reduced retail traffic. The very high demand levels in S&E over the
past year creates tough comps over the next 12 months, particularly
as consumer discretionary spending shifts back to categories such
as travel and dining that were limited during the pandemic.

Governance factors include the broader shareholder ownership
post-closing of the pending merger, with 37% owned by existing
shareholder Tornante (controlled by Michael Eisner), 28% by public
investors, 21% by PIPE investors, and 7% each by MUDS founder and
management. Moody's also anticipates more conservative financial
policies as the company transitions into a publicly traded company
relative to the financial policies under majority ownership by a
private equity sponsor prior to the merger.

The B1 rating on the proposed senior secured first lien credit
facilities, same as the B1 CFR, reflects the first lien facilities'
preponderance of the company's capital structure.

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

The stable outlook reflects Moody's expectations that Topps will
maintain good credit metrics and at least good liquidity over the
next 12-18 months. The stable outlook also reflects that there is
sufficient cushion within the credit metrics expected at the B1
rating to absorb a potential demand pull-back or a material growth
investment.

The ratings could be upgraded if the company increases its scale,
is able to sustain the current earnings level, and moderates
business volatility highlighted by consistent organic revenue
growth and a stable EBITDA margin. A ratings upgrade would also
require debt/EBITDA sustained below 2.5x, free cash flow/debt
sustained above 15%, and at least good liquidity.

The ratings could be downgraded if the company's operating
performance materially deteriorates with consistent declines in
revenue or profit margin deterioration, if debt/EBITDA is sustained
above 3.5x, or if free cash flow/debt falls below 5%. The ratings
could also be downgraded if the company completes a shareholder
distribution or growth investment that materially increases
leverage, the EBITDA margin weakens due to higher licensing fees or
other operating costs, or if liquidity deteriorates.

The proposed first lien credit agreement contains provisions for
incremental debt capacity up to the sum of the greater of $115
million and 100% of pro forma trailing four quarter consolidated
EBITDA, plus unlimited amounts subject to pro forma first lien net
leverage ratio not exceeding 4.0x (if pari passu secured). No
portion of the incremental may be incurred with an earlier maturity
than the initial term loans. 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 "blocker" provisions which
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 that could
substantively subordinate lenders claims. 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
Packaged Goods Methodology published in February 2020.

The Topps Company, Inc., founded in 1938, is a global consumer
products company with a multi-platform product portfolio that
includes physical and digital collectibles, trading cards, trading
card games, sticker and album collections, memorabilia, curated
experiential events, gift cards and novelty confections. Topps
Physical Sports & Entertainment products include Major League
Baseball, Major League Soccer, UEFA Champions League, Bundesliga,
National Hockey League, Formula 1, Star Wars, and more. Topps
Digital Sports & Entertainment applications include Topps(R)
BUNT(R), TOPPS(R) KICK(R), Star Wars(TM): Card Trader by Topps(R),
Marvel Collect! by Topps(R) and Disney Collect! by Topps(R), among
others. Topps Digital Services is a leading processor, distributor
and program manager of prepaid gift cards. Following the proposed
merger with Mudrick Capital Acquisition Corporation II (MUDS), a
publicly-traded SPAC, Topps will become a public company. Through
his Tornante investment vehicle, Michael Eisner will own 37% of the
equity and control roughly 85% of the voting power of the company.
Topps generated net sales of approximately $626 million for the
last twelve months period (LTM) ended April 3, 2021.


TUPPERWARE BRANDS: Prepays $58M Term Loan From JP Morgan
--------------------------------------------------------
Tupperware Brands Corporation has prepaid $58 million of its term
loan debt from Angelo Gordon and JP Morgan.  In addition, the
Company's Board of Directors has authorized share repurchases of up
to $250 million of the Company's outstanding shares of common
stock.

"The ongoing success of our Turnaround Plan has resulted in the
Company's improved liquidity position over the past 18 months
enabling us to prepay $58 million of the outstanding term loan,"
said Sandra Harris, Tupperware Brands chief financial officer and
chief operating officer.

Harris continued, "The accretive decision to pay down the debt, our
continued commitment to invest in our business and our increased
confidence in the future cash flow generation of the company also
led our Board to approve an enhancement in our capital allocation
policy to enable management to buy back stock within agreed-upon
guidelines."

The timing and amount of any share repurchases under the
authorization will be determined by management at its discretion
and based on market conditions and other considerations, including
compliance with the Company's credit agreements.  Share repurchases
under the authorizations may be made through a variety of methods,
which may include open market purchases, pursuant to pre-set
trading plans meeting the requirements of Rule 10b-1 under the
Securities Exchange Act of 1934, in privately negotiated
transactions, block trades, accelerated share repurchase
transactions, or any combination of such methods.  The program does
not obligate Tupperware Brands to acquire any particular amount of
its common stock, and the repurchase program may be suspended or
discontinued at any time at the Company's discretion.

                          About Tupperware Brands

Tupperware Brands Corporation -- http://www.tupperwarebrands.com--
is a global manufacturer and marketer of innovative, premium
products through social selling.  Product brands span several
categories including design-centric food preparation, storage and
serving solutions for the kitchen and home through the Tupperware
brand and beauty and personal care products through the Avroy
Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands.

As of March 27, 2021, the Company had $1.22 billion in total
assets, $1.38 billion in total liabilities, and a total
shareholders' deficit of $153.3 million.

                            *    *    *

As reported by the TCR on Feb. 12, 2021, Moody's Investors Service
withdrew all ratings for Tupperware Brands Corporation including
the company's Caa2 Corporate Family Rating.  Moody's had withdrawn
all of Tupperware's ratings following the company's disclosure on
Dec. 3, 2020 that it completed the redemption of all of its
outstanding 4.75% senior unsecured notes due June 1, 2021.


UNITED TALENT: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned United Talent Agency, LLC (UTA)
a B2 Corporate Family Rating, B2-PD Probability of Default Rating,
and B2 first lien credit facility rating (including a $100 million
revolving credit facility and $300 million term loan B). The
outlook is stable.

Net proceeds from UTA's new financing transaction will be used to
repay approximately $185 million of existing debt, add about $82
million of cash to the balance sheet, and fund a $25 million
distribution to existing shareholders. A portion of the cash on the
balance sheet is expected to be used for future acquisitions to
enhance UTA's existing service offerings or further diversify the
business.

Assignments:

Issuer: United Talent Agency, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured First Lien Term Loan B, Assigned B2 (LGD4)

Senior Secured First Lien Revolving Credit Facility, Assigned B2
(LGD4)

Outlook Actions:

Issuer: United Talent Agency, LLC

Outlook, Assigned Stable

RATINGS RATIONALE

UTA's B2 CFR reflects the high leverage levels (6.4x including
Moody's standard lease adjustments as of March 31, 2021) following
the increase in debt related to the financing transaction as well
as the impact of the coronavirus pandemic on the ability to hold
live events and complete entertainment production as scheduled.
Moody's expects operating results will continue to improve as the
economy recovers from the pandemic due to strong demand for
content. Media content revenue is recovering relatively quickly as
media production continues to ramp back up to pre-pandemic levels
while music revenues are expected to take longer to recover. Given
the importance of concert related revenue to the music industry and
strong demand for live entertainment, the music division will
improve in 2021 as new concerts and events continue to be
scheduled, but a return to pre-pandemic levels is not projected
until 2022.

Sport's related revenues were not as impacted by COVID-19 given the
largely contractual revenue streams despite many professional
sports being held with limited or no fans in attendance during the
pandemic. This revenue stream will benefit from recent acquisitions
and investments in sports representation. The cost structure is
relatively variable which limited the impact of the pandemic and
expenses can be reduced if performance in any one business segment
underperforms. Part of the cost saving measures completed during
the pandemic are also projected to support EBITDA growth going
forward.

UTA will benefit from the increasing value of original content
worldwide over the next several years given the strong demand for
content from existing media companies and new streaming services.
While UTA benefits from its position as the third largest
representation agency, the company is relatively small in size with
revenue of slightly over $400 million in 2019 which can elevate the
impact of any future period of operating weakness.

Moody's expects UTA will pursue a relatively aggressive financial
profile including additional acquisitions and future distributions
to unit holders that will result in negative to relatively flat
free cash flow over the next two years. UTA is a private company
owned by the partners of the firm with minority ownership positions
held by Investcorp and PSP Investments.

Moody's analysis has considered the effect on the performance of
media and entertainment spending from the recession and a gradual
recovery of economic activity for the coming months. Although an
economic recovery is underway, it is tenuous and its continuation
will be closely tied to containment of the virus. As a result, the
degree of uncertainty around Moody's forecasts is unusually high.
Moody's regards the coronavirus outbreak as a social risk under
Moody's ESG framework, given the substantial implications for
public health and safety.

Moody's expects that UTA will maintain a good liquidity position as
a result of approximately $111 million of pro forma cash on the
balance sheet as of Q1 2021 and an undrawn $100 million revolving
credit facility that expires in 2026. Free cash flow was modestly
positive as of LTM Q1 2021, but Moody's projects it will be
negative in 2021 after annual distributions to partners. Capex is
expected to be in the $5 to $10 million range in 2021 and
approximately $5 million in 2022. A portion of the cash on the
balance sheet will likely be used for acquisitions with additional
acquisitions potentially funded with incremental debt.

The term loan is expected to be covenant lite. The revolver is
subject to a maximum leverage ratio covenant when greater than 35%
of the revolver is drawn of 7.25x until Q4 2022 with a step down to
4.5x thereafter. Moody's expects UTA will remain well within
compliance with the revolver covenant.

The stable outlook incorporates Moody's expectation of a recovery
in performance led by the media and music segments due to strong
consumer demand with growth in sports revenue driven by recent
acquisitions and investments. Moody's expects leverage will decline
to approximately the mid 5x range by the end of 2021 and to under
5x by the end of 2022. Future acquisitions funded with cash on the
balance sheet may lead to additional profit growth and contribute
to a further reduction in leverage. However, debt funded
acquisitions are also possible which have the potential to increase
leverage over time and lead to negative rating pressure.

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

UTA's relatively small size limits upward rating pressure, but the
ratings could be upgraded if Moody's expects UTA to maintain
leverage below 4x on a sustained basis and produce free cash flow
as a percentage of debt in the mid-single digits after
distributions. Continuing positive organic growth and confidence
that UTA would pursue a financial policy in line with a higher
rating would also be required.

Moody's could downgrade UTA's ratings if leverage was projected to
remain above 6x due to additional debt funded acquisitions or
operating underperformance. Continuing negative free cash flow
after distributions or a weakened liquidity position may also lead
to negative rating pressure.

STRUCTURAL CONSIDERATIONS

As proposed in the most recent summary term sheet (at the time of
this writing), the first-lien credit facilities are expected to
contain covenant flexibility for transactions that could adversely
affect creditors including incremental facility capacity equal to
the sum of: (i) the greater of $75 million and (ii) 100% of pro
forma Consolidated EBITDA, plus additional pari passu credit
facilities so long as the Senior Secured Leverage Ratio is up to
4.5x. No portion of the incremental may be incurred with an earlier
maturity than the initial term loans. The credit agreement permits
the transfer of assets to unrestricted subsidiaries, up to the
carve-out capacities, certain other conditions, and subject to
"blocker" provisions which provide that intellectual property held
by a restricted subsidiary that is material to the business shall
not be transferred to an unrestricted subsidiary and such
restricted subsidiary shall not be designated as an unrestricted
subsidiary. 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.

UTA is a diversified client representation agency that represents
writers, producers, directors, actors, and public speakers as well
as others. In addition, the company's music touring business
represents musicians in live touring as well services representing
social influencers, streamers, and brands in esports. UTA also
provides investment advisory services in media and entertainment
and expanded its sports representation business through the
acquisition of a majority ownership position in Klutch Sports Group
in 2019 as well as the purchases of other sports representation
agencies. Revenue as of LTM Q1 2021 was approximately $339
million.

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


US NEWCO II: Moody's Gives 'B2' CFR & Rates New $480MM Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned to US Newco II (US)
("Skillsoft") a Corporate Family Rating of B2 and a Probability of
Default Rating of B2-PD. Concurrently, Moody's assigned a B2 rating
to the company's proposed $480 million senior secured term loan and
a Speculative Grade Liquidity rating of SGL-2. Net proceeds from
the issuance, in addition to about $154 million of balance sheet
cash, will be used to refinance $540 million of existing senior
secured first-out and second-out bank credit facilities, $70
million of existing term loans, and $14 million of drawings under
the Company's A/R facility. The outlook is stable.

The refinancing transaction will reduce pro forma debt by about
$144 million and the associated reduction of interest expense will
help improve free cash flow. The B2 CFR of Skillsoft, which is two
notches higher than the Caa1 CFR of Software Luxembourg Acquisition
S.A R.L., also reflects recent improvements in EBITDA generation
and Moody's expectation for gradually increasing organic revenue
growth.

The company is the debt issuing subsidiary of Skillsoft Corp.
(formerly Churchill Capital II) which also acquired Global
Knowledge in June of 2021. Skillsoft is now a publicly listed
company (NYSE: SKIL). Upon the close of the refinancing transaction
and subsequent full repayment of debt at Software Luxembourg
Acquisition S.A R.L., Moody's expects all ratings at Software
Luxembourg Acquisition S.A.R.L. would be withdrawn.

Assignments:

Issuer: US Newco II (U.S.)

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Gtd Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Outlook Actions:

Issuer: US Newco II (U.S.)

Outlook, Assigned Stable

RATINGS RATIONALE

The B2 CFR reflects Skillsoft's modest pro forma Moody's adjusted
leverage which was about 3x as of the year ended April 30, 2021
expectations for healthy free cash flow generation and improvements
in organic revenue growth over the next 12-18 months. The rating
also recognizes the highly competitive nature of the human capital
management (HCM) and enterprise e-learning markets, which have
relatively low barriers to entry, in addition to discretionary
demand drivers in some industries.

Moody's also expects that Skillsoft will be acquisitive and some
M&A transactions could potentially be funded with debt, which could
delay deleveraging efforts. As a newly public company, governance
considerations support the B2 rating. Skillsoft now has a
semi-independent board of directors and is expected to maintain a
moderate financial policy over time which will balance the
interests of shareholders and creditors.

Skillsoft benefits from a business model that generates fairly
predictable revenues from contracts with pro forma gross margins
around the 70% range. The CFR is also supported by the company's
highly diversified customer base consisting of enterprise and small
to medium sized businesses, as well as organic growth opportunities
for the Percipio content delivery platform and certain segments of
the growing content library such as compliance, technology and
software development and business and managerial skills
development.

The stable outlook reflects Moody's expectations for free cash flow
to gross debt in the low teens percent range and a resumption of
organic revenue growth over the next 12-18 months.

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

Skillsoft's ratings could be downgraded if revenues do not resume
organic growth or if free cash flow generation declines such that
liquidity is materially weakened. Ratings could also face downward
pressure if leverage were expected to be sustained over 6x on other
than a temporary basis.

Skillsoft's ratings could be upgraded if organic revenue growth
were to improve substantially while maintaining leverage below 4x
over the next 2-3 years.

Skillsoft's SGL-2 rating is supported by a $105 million cash
balance pro forma for the close of the transaction and expectations
for healthy free cash flow generation in excess of $50 million over
the next 12 months.

US Newco II (US) is the debt issuing subsidiary of Skillsoft Corp.
("Skillsoft") which provides cloud-based e-learning, in person
training, learning management and human capital management software
solutions for enterprises, government, and education customers
through its Skillsoft, SumTotal and Global Knowledge businesses.
The company generated approximately $664 million of pro forma
revenue in 2021 (Skillsoft was a January fiscal year-end and Global
Knowledge was a September fiscal year-end, however the combined
Company has transition to a January fiscal year-end). Skillsoft is
headquartered in Nashua, New Hampshire.

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


VENUS CONCEPT: Two Proposals Approved at Annual Meeting
-------------------------------------------------------
Venus Concept Inc. held its 2021 annual meeting of stockholders at
which the stockholders elected Domenic Serafino and Keith Sullivan
to serve as directors of the company until the 2024 annual meeting
of stockholders.  

The stockholders also ratified the appointment of MNP LLP as the
company's independent registered public accounting firm for the
year ending Dec. 31, 2021.

                        About Venus Concept

Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services.  The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.

Venus Concept reported a net loss of $82.82 million for the year
ended Dec. 31, 2020, compared to a net loss of $42.29 million for
the year ended Dec. 31, 2019.  As of March 31, 2021, the Company
had $148.76 million in total assets, $112.81 million in total
liabilities, and $35.95 million in stockholders' equity.

Toronto, Canada-based MNP LLP issued a "going concern"
qualification in its report dated March 29, 2021, citing that the
Company has reported recurring net losses and negative cash flows
from operations that raises substantial doubt about its ability to
continue as a going concern.


VICTORIA'S SECRET: Moody's Assigns First Time 'Ba3' CFR
-------------------------------------------------------
Moody's Investors Service assigned ratings to Victoria's Secret &
Co. ("VS") based on the proposed financing of its planned spinoff
into a publicly traded entity, including a Ba3 corporate family
rating, a Ba3-PD probability of default rating, and a Ba2 rating on
its proposed senior secured term loan. Its proposed senior secured
term loan will be secured by a first-priority lien on substantially
all assets and a second priority lien on collateral securing its
ABL (unrated), largely its inventory. A speculative grade liquidity
rating of SGL-1 was also assigned. The ratings outlook is stable.
This is a first time rating for VS.

The assignments reflect governance considerations particularly VS'
public equity ownership upon execution of its proposed spinoff from
L Brands, Inc. (Ba3 on review up) and the expectation that as an
independent company it will maintain conservative financial
strategies that support moderate leverage and very good liquidity.
Net proceeds from the term loan and other unsecured debt will fund
an approximately $1 billion cash payment to L Brands, Inc. The
spinoff is expected to close in August 2021.

Assignments:

Issuer: Victoria's Secret & Co.

Corporate Family Rating, Assigned Ba3

Probability of Default Rating, Assigned Ba3-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3)

Outlook Actions:

Issuer: Victoria's Secret & Co.

Outlook, Assigned Stable

RATINGS RATIONALE

VS' Ba3 CFR is supported by the company's solid market position as
a leading intimates apparel retailer through its Victoria's Secret
brand and PINK brand as well as its formidable beauty business.

The company has been successful in a turnaround of its operational
performance which has required the rationalization of its fleet,
addressing its assortments and imagery, remodeling to improve store
presentation, and reducing costs as the company navigated the
pandemic. Demand for its product categories have been favorable
through the pandemic as consumers focused on personal care and
casual apparel. VS was able to lower its inventories and reset its
product while growing its e-commerce business rapidly. The rating
is also supported by VS' conservative capital structure. Moody's
estimates that pro-forma debt/EBITDA was 2.2x for the LTM period
ending May 1, 2021 based upon the proposed transaction. The CFR is
constrained by its narrow product focus which has a significant
fashion element which can lead to earnings volatility. The rating
is also constrained by the risk of demand normalization as
consumers engage in demand for other products categories as social
distancing restrictions are lifted as well as its lack of earnings
consistency historically.

VS' SGL-1 rating reflects its very good liquidity evidenced by its
proposed $750 million asset based revolving credit facility ("ABL")
which is expected to be undrawn at closing and expected free cash
flow generation based on its performance as a standalone entity and
its proposed capital structure.

The stable outlook reflects VS' success at its business turnaround
reflected in its improving sales and operating performance. The
outlook also reflects that the proposed company will be
conservatively capitalized which will enable it to weather the risk
of future operational volatility given the significant fashion
component of its products and the potential for demand weakening as
alternative apparel categories and services increase in
favorability as pandemic restrictions ease.

The Ba2 rating on VS' secured term loan is one notch higher than
the Ba3 corporate family rating reflecting their security interest
in certain assets of the company and the significant level of
junior capital in VS' capital structure. The secured term loan
rating also takes into consideration the relatively stronger
position of the unrated $750 million ABL, which has a first lien
over the company's most liquid assets including inventory.

The proposed term loan does not contain financial maintenance
covenants. As proposed, the new senior secured term loan is
expected to provide covenant flexibility that if utilized could
negatively impact creditors. Notable terms include incremental debt
capacity of unlimited amounts subject to compliance with a First
Lien Net Leverage Ratio of 1.5x or a "no worse than" First Lien Net
Leverage Ratio if incurred in connection with a permitted
acquisition or investment. In addition, up to the sum of (a) 100%
of Consolidated EBITDA for the prior four fiscal quarter period
plus (b) the amount of voluntary prepayments of any junior or
unsecured incremental equivalent debt that was incurred in reliance
on the basket, plus (c) the amount of voluntary prepayments of the
term loans and any pari passu incremental facilities and
incremental equivalent debt. 50% of Consolidated EBITDA for the
prior four fiscal quarter period may be incurred with an earlier
maturity date than the initial term loans. The credit agreement
permits certain transfers of assets to unrestricted subsidiaries,
with a "blocker" restricting transfers of material intellectual
property to unrestricted subsidiaries, except to the extent such
material intellectual property is related to the anticipated
business activities to be conducted by such unrestricted
subsidiaries. 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.

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

Rating could be upgraded to the extent the company continues to
post consistent sales and operating earnings growth while
maintaining very good liquidity. An upgrade would require a
conservative and clearly articulated financial strategy.
Quantitatively, an upgrade would require operating margins
sustained in excess of 10% and Moody's debt/EBITDA sustained below
1.75x.

Ratings could be downgraded if liquidity deteriorates for any
reason or financial strategies become more aggressive. Ratings
could also be downgraded should the transition to a publicly traded
entity present operational challenges or unforeseen costs that
depress profitability. Quantitatively, ratings would be downgraded
should Moody's debt/EBITDA remain above 3.0x.

Victoria's Secret & Co. ("VS") operates leading brands of women's
intimate and other apparel personal care and beauty products.
Products are sold under two brands, Victoria's Secret and PINK with
$6.1 billion in sales in LTM sales as of May 1, 2021. VS is a
global lingerie brand with a leading market position with 867
locations in North America as of May 1, 2021 and 520 stores
internationally including 62 company operated stores in Greater
China and 458 stores in other markets operated by partners under
franchise, license, wholesale and joint venture arrangements. Its
beauty products business, which comprise 15% of its North America
retail sales, are also sold both under the Victoria's Secret and
PINK brand names.

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


VICTORIA'S SECRET: S&P Assigns 'BB-' ICR on Proposed Spin-Off
-------------------------------------------------------------
S&P Global Ratings assigned a 'BB-' issuer credit rating to
Victoria's Secret & Co. (VS).

S&P said, "At the same time, we assigned a 'BB+' issue-level rating
and '1' recovery rating to the company's proposed $500 million term
loan B due in 2028. The '1' recovery rating indicates our
expectation for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a hypothetical default.

"The stable outlook reflects our expectation for leverage to be
sustained in the high-1x area with good free operating cash flow
generation as Victoria's Secret pursues strategic initiatives to
reposition the brand for long-term growth, stabilize its leading
market share, and improve competitive standing."

Columbus, Ohio based L Brands Inc., the parent company of Bath &
Body Works (BBW) and Victoria's Secret, plans to spin-off
Victoria's Secret as an independent publicly traded company,
Victoria's Secret & Co. (VS). As a part of the transaction, VS
plans to issue roughly $1 billion of debt to return capital to Bath
and Body Works.

S&P said, "Our ratings on Victoria's Secret reflect our view that
low leverage should provide sufficient cushion for the company to
execute its turnaround initiatives. From the second quarter of 2016
through the fourth quarter of 2019, the company generated
consistently negative comparable store sales, and margins declined
meaningfully. In our view, weak performance was partially the
result of a series of strategic missteps by the company, including
merchandise misses, overexpansion of the store base, failure to
adapt to shifting consumer preferences, and excessive levels of
inventory contributing to significant markdown activity. Negative
sales trends were then compounded by the COVID-19 pandemic, with
temporary store closures and consumer traffic shifts away from
physical and mall locations. Though the company was able to
recapture a portion of sales through its digital channel, revenue
in 2020 declined to about $5.4 billion, a 33% decrease from 2018
sales levels. We have seen sales beginning to recover at retail
locations as the negative impacts of the pandemic subside."

At the same time, the company has taken actions to address legacy
issues by closing unproductive stores and refreshing locations,
lowering inventory carried on balance sheet reducing the need for
markdowns, and reassessing its marketing and brand imagery. S&P
believes there is significant execution risk associated with the
business improvement strategies given an intense competitive
landscape.

S&P said, "We estimate pro forma leverage of about 1.7x. The
company plans to issue a $500 million first-lien term loan B and
$500 million of other unsecured debt, and has outlined a financial
policy that includes adjusted leverage in the 1.5x–2x range,
which closely aligns with our leverage calculation. We forecast
that VS will generate between $650 million and $700 million of free
operating cash flow annually in fiscals 2021 and 2022, leading to a
meaningful cash build up. We believe the company may return excess
cash to shareholders over time while retaining sufficient cash
balances to fund business investments."

Prospects for regaining market share lost over the past several
years are in part dependent on Victoria's Secret rebuilding social
capital with its consumer base.

S&P said, "We believe that the company historically failed to
address shifting consumer preferences, including a desire for
increased diversity of models shown in advertising and brand
imagery, and expanded sizing options to be more inclusive of all
body styles. Victoria's Secret has also experienced a number of
public relations issues that we believe pushed socially conscious
consumers to shop with other brands. In our view, both of these
factors led to reputational damage and a loss of social capital
with its consumer base. To address these issues the company has
changed management, expanded racial and physical diversity of
models in marketing, and reassessed merchandising strategy. Efforts
to reposition the brand are in the early stages, and it remains
unclear if VS will be able to attract customers that shifted to
shopping at brands whose values they believe are more aligned with
their own.

"We think the company's actions to improve profitability through
the pandemic should support improved margins. Profitability has
improved as the company has shifted focus to increasing full price
selling of products, leading to fewer markdowns and expanded
merchandise margin. We anticipate the company will likely increase
promotional activity slightly from depressed levels as consumer
demand returns to normal, leading to a reduction in margins from
currently elevated levels. However, we believe the company will
sustain a more disciplined inventory approach, leading to improved
merchandise margin rates relative to pre-pandemic levels. Along
with the positive margin benefits from other actions, such as
cost-cutting initiatives, we expect adjusted EBITDA margins to be
maintained in the low-to mid-20% area.

"Digital sales will be an important driver of sales growth as the
physical footprint continues to shrink. As the pandemic pushed
customers to increasingly shop online, VS saw impressive growth in
this channel. Its digital sales were 41% of consolidated revenue in
the year ended January 2021, up from 23% the previous year. While
we expect digital sales growth will slow dramatically as consumers
shift spending back to physical locations, we forecast annual
expansion in the mid- to high-single-digit area, higher than
anticipated growth at brick and mortar locations. We view the
company's omni-channel capabilities as competitive with its peer
group given its good execution.

"The company has a good market position as the largest retailer of
intimate apparel but exposure to shopping malls is a risk. We
forecast total sales will approach $7 billion in fiscal 2021 and
believe the company has high-teens percent market share in women's
intimates apparel sales in the U.S. The company has some brand and
product diversity, operating two well-recognized brands with
differing target customer groups, Victoria's Secret and PINK. While
both sell intimates and other apparel, Victoria's Secret also
contains the Victoria's Secret Beauty segment through which the
company sells personal care and beauty products. VS stores are
largely located in malls (roughly 80%), which we view as a risk
given an expectation for declines in mall traffic longer term."

VS has modest geographic diversity, with roughly 10% of total sales
generated outside of the U.S. The company recently restructured its
international operations in the U.K. and China following sustained
periods of weakened operating performance in the regions. S&P
anticipates the company will expand internationally through
franchise operations, but we do not forecast international profits
will be a material driver of the business in the near to mid term.

The stable outlook reflects S&P's view that VS will recover a
significant portion of sales lost through the pandemic in 2021
while maintaining margins above pre-pandemic levels, leading to
leverage in the high-1x area and good free operating cash flow
generation.

S&P could raise the rating if:

-- S&P viewed the company's competitive standing more favorably
due to increased scale, a demonstrated track record of sales
growth, and stable or improving margins that it expected would be
sustained; and

-- S&P believed management had successfully positioned the company
for long-term growth while maintaining a conservative approach to
leverage.

S&P could lower the rating if:

-- S&P believed the competitive standing of the company had
weakened materially. This could occur due to accelerated
competition, merchandising missteps, or a lack of success in
repositioning the Victoria's Secret brand that led to sustained
declines in overall sales; or

-- S&P believed that leverage would increase to and be sustained
above 3x, due to adoption of a more aggressive financial policy
before it is clear the company has fully addressed performance
issues.



VICTORIA'S SECRET: Starts Loan Sale to Fund Bath & Body Separation
------------------------------------------------------------------
Caleb Mutua of Bloomberg News reports that Victoria's Secret will
begin marketing a $500 million loan sale on Tuesday, June 22, 2021,
to help fund the lingerie retailer's separation from Bath & Body
Works.  

Victoria's Secret is currently marketing the loan privately to
investors, according to Bloomberg.

According to Retail Dive, in a document this week, Victoria's
Secret said it could take out up to $1 billion in debt to fund a
cash payment to L Brands as part of the separation deal.

Retail Dive relates that after flirting with and rejecting
potential buyers, the company is deepening its preparations to spin
off Victoria's Secret and separate two retail banners that have
long been on different trajectories. L Brands this week filed plans
with the Securities & Exchange Commission to spin Victoria's Secret
off into its own publicly traded company, "Victoria's Secret & Co."


The company had a deal last year to sell a majority stake to
private equity firm Sycamore Partners.  But the deal fell apart
amid COVID-19 turmoil. The latest plans call for an even cleaner
break between Victoria's Secret and Bath & Body Works.

                       About Victoria's Secret

Victoria's Secret, Victoria's Secret Stores, LLC, and L Brands,
Inc. own and operate a chain of retail and casual clothing apparel
businesses throughout the United States.


WASHINGTON PRIME: Gets OK to Hire Prime Clerk as Claims Agent
-------------------------------------------------------------
Washington Prime Group Inc. and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Prime Clerk, LLC to serve as claims, noticing, and
solicitation agent in their Chapter 11 cases.

Prime Clerk will oversee the distribution of notices and will
assist in the maintenance, processing and docketing of proofs of
claim filed in the Debtors' Chapter 11 cases.  The firm will also
provide expertise, consultation, and assistance in claim and ballot
processing.

The Debtor paid in advance the amount of $75,000 to the firm as
security for the payment of fees and expenses.

Benjamin Steele, managing director at Prime Clerk, disclosed in a
court filing that he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Benjamin J. Steele
     Prime Clerk LLC
     One Grand Central Place, 60 East
     42nd Street, Suite 1440
     New York, NY 10165

                   About Washington Prime Group

Washington Prime Group Inc. (NYSE: WPG) --
http://www.washingtonprime.com/-- is a retail REIT and a
recognized leader in the ownership, management, acquisition and
development of retail properties.  It 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 and its affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 21-31948) on June 13,
2021.  At the time of the filing, Washington Prime Group's property
portfolio consists of material interests in 102 shopping centers in
the United States totaling approximately 52 million square feet of
gross leasable area.  The company operates 97 of the 102
properties.  

As of March 31, 2021, Washington Prime Group had total assets of
$4.029 billion against total liabilities of $3.471 billion .

The Debtors tapped Kirkland & Ellis LLP as lead bankruptcy counsel,
Jackson Walker LLP as local bankruptcy counsel, Alvarez & Marsal
North America LLC as restructuring advisor, and Guggenheim
Securities, LLC as investment banker.  Prime Clerk LLC is the
claims agent, maintaining the page
http://cases.primeclerk.com/washingtonprime   

SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP
and Evercore Group, LLC as its legal counsel and investment banker,
respectively.


WASHINGTON PRIME: July 8 Final Hearing on DIP Financing
-------------------------------------------------------
Washington Prime Group Inc. and its debtor-affiliates won interim
approval from the U.S. Bankruptcy Court for the Southern District
of Texas of a secured DIP term loan, comprised of multi-draw term
loans, of up to $100 million in aggregate principal amount.
Specifically, the Debtors may dip their hands into $50 million of
the loan with the interim approval.  The balance will be available
upon entry of the final order.

A hearing to consider final approval of the DIP financing is
scheduled for July 8 at 9:30 a.m.

Funds affiliated with (i) Strategic Value Partners, LLC and its
affiliates and managed funds and (ii) an ad hoc group of certain
holders of the Debtors' corporate-level bank debt, with GLAS USA
LLC and GLAS America LLC, as administrative agent and collateral
agent, are providing the DIP financing.

Other salient terms of the DIP Term Loan Facility:

* Maturity. The DIP Term Loan Facility will mature on the earliest
of:

  a. the later of December 14, 2021 and, if the Extension Request
has become effective, the Extended Maturity Date.  

Extended Maturity Date means March 14, 2022, provided that with the
consent of all Lenders, the Extended Maturity Date may be extended
by an additional three months from the date such consent is given;

  b. the effective date of a Plan of Reorganization;

  c. the date on which the Loan Parties consummate a sale of all or
substantially all of the assets of the Loan Parties pursuant to
Section 363 of the Bankruptcy Code or otherwise; and

  d. the date on which the Loans shall become due and payable by
acceleration or otherwise in accordance with the terms of the DIP
Agreement or the DIP Financing Orders.

* Interest

    a. If a Base Rate Loan: at a rate per annum equal to the sum of
(A) the Base Rate, as in effect from time to time as interest
accrues + (B) the then Applicable Margin for Base Rate Loans; and

    b. If a Eurodollar Rate Loan, at a rate per annum equal to the
sum of (A) the Eurodollar Rate determined for the applicable
Eurodollar Interest Period, + (B) the then Applicable Margin for
Eurodollar Rate Loans.

The Debtors said they are not seeking to roll-up the prepetition
loan facilities under the DIP Term Loan Facility, nor do they seek
to grant any liens on encumbered cash, properties subject to
existing mortgage loans, or the Debtors' joint ventures.

                     Uses of DIP Loan Proceeds

If approved, the Debtors will use the proceeds of the DIP Term Loan
Facility to honor employee wages and benefits, meet tenant
obligations, procure goods and services, cover capex and
redevelopment obligations, fund general and corporate operating
needs and the administration of their Chapter 11 cases, and provide
adequate protection to the Debtors' prepetition credit facility
lenders, pursuant to the initial DIP budget.

                   Security for DIP Obligations

As security for the DIP obligations, the Debtors shall grant the
DIP Agent, for its own benefit and those of the DIP Lenders,
subject to the Carve-out, (i) allowed superpriority administrative
claims in each of the Chapter 11 Cases or any Successor Cases
against each of the Debtors on a joint and several basis, and (ii)
valid, enforceable, non-avoidable, and automatically perfected
liens on the DIP Collateral, including, the Principal Pledged
Equity and the Principal DIP Collateral Properties, all of the
Debtors' cash, and, effective upon entry of the Final Order, any
Avoidance Proceeds.

             Cash Collateral and Adequate Protection

The Debtors also asked the Court for permission to use the
Prepetition Collateral to be able to continue the day-to-day
operations of their business and enhance the value of their
properties for the benefit of their estates and stakeholders.
  
As of the Petition Date, the Debtors have approximately $3.87
billion in total funded debt obligations, including total secured
debt $2.8 billion in total secured debt ($1.07 billion in total
corporate secured debt); and $1.05 billion in total corporate
unsecured debt.

The Debtors' prepetition lenders have consented to the continued
use of Prepetition Collateral under the terms included in the
Interim Order, which includes, among other forms of adequate
protection for the Prepetition Secured Parties:

  a. replacement liens;

  b. superpriority claims for any diminution of value of the
Prepetition Collateral;

  c. interest payments at non-default rates on the 2018 Secured
Facilities, the 2015 Secured Facility, and the Weberstown Term Loan
Facility;

  d. reporting requirements pursuant to the DIP Documents; and

  e. payment of professional fees for the First Lien Advisors.  

These professionals include (i) the 2018 Credit Facility Agent;
(ii) the 2015 Credit Facility Agent; (iii) the Weberstown Term Loan
Agent (including Mayer Brown LLP as counsel to GLAS USA LLC and
GLAS Americas LLC); (iv) Davis Polk & Wardwell LLP; (v) Evercore
Group LLC; (vi) Raider Hill Advisors, L.L.C.; (vii) Haynes and
Boone, LLP; (viii) Agora Advisors, LLC; (ix) Wachtell, Lipton,
Rosen & Katz LLP; (x) Vinson & Elkins LLP; and (xi) PJT Partners,
Inc.

                         Challenge Period

Parties in interest with requisite standing other than the
Creditors' Committee may, by no later than 75 calendar days after
entry of the Final Order, and the Creditors' Committee may, by no
later than 60 calendar days after the entry of the Final Order,
file an adversary proceeding or contested matter objecting to or
challenging the amount, validity, perfection, enforceability,
priority, or extent of the Prepetition Credit Facility Debt, the
Prepetition Loan Documents, the Prepetition Collateral, or the
Prepetition Credit Facility Liens,

                            Credit Bid

The DIP Agent, at the direction of the Required DIP Lenders, shall
have the right to credit bid up to the full amount of the DIP
Obligations in any sale of the DIP Collateral.  Also, the
Prepetition Secured Parties shall have the right to credit bid up
to the full amountof the Prepetition Credit Facility Debt secured
by Prepetition Collateral in any sale of the Prepetition
Collateral, subject to the Intercreditor Agreement and to any
successful Challenge.

A copy of the DIP motion is available for free at
https://bit.ly/35OJBHf from Prime Clerk LLC, claims agent.  A copy
of the order and the Debtor's 13-week budget is available at
https://bit.ly/3vuBklV

The Debtor projects $195,351,000 in cash receipts and $158,668,000
in total operating disbursements.

                   About Washington Prime Group

Washington Prime Group Inc. (NYSE: WPG) --
http://www.washingtonprime.com/-- is a retail REIT and a
recognized leader 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 Inc. and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-31948) on June 13,
2021. At the time of filing, WPG's property portfolio consists of
material interests in 102 shopping centers in the United States
totaling approximately 52 million square feet of gross leasable
area.  The Company operates 97 of the 102 properties.

Washington Prime disclosed total assets of $4.029 billion against
total liabilities of $3.471 billion as of March 31, 2021.

Kirkland & Ellis LLP is serving as legal counsel to the Company,
and Alvarez & Marsal North America, LLC is serving as restructuring
advisor. Guggenheim Securities, LLC is serving as the Company's
investment banker.  Jackson Walker LLP is the local bankruptcy
counsel.  Prime Clerk LLC is the claims agent, maintaining the page
http://cases.primeclerk.com/washingtonprime

Davis Polk & Wardwell LLP is serving as legal counsel and Evercore
Group L.L.C. is serving as investment banker and financial advisor
to SVPGlobal.

Wachtell, Lipton, Rosen & Katz is serving as legal counsel and PJT
Partners LP is serving as investment banker for an ad hoc group of
Consenting Creditors.


WCG PURCHASER: $200MM Term Loan Add-on No Impact on Moody's B3 CFR
------------------------------------------------------------------
Moody's Investors Service said that WCG Purchaser Corp.'s announced
$200 million term loan add-on to partially finance an acquisition
(along with borrowings from upsized $250 million revolving credit
facility) to be credit negative, as Moody's estimated debt/EBITDA
will rise to approximately 7.6x (pro forma for the acquired
business, but without considering any potential synergies), as of
March 31, 2021 from approximately 7.0 times. However, there is no
impact on WCG's B3 Corporate Family Rating or the stable outlook.

Based in Princeton, NJ, WCG through its operating subsidiaries
including WIRB-Copernicus Group, Inc., is a leading institutional
review board ("IRB") and clinical trial solutions ("CTS") provider.
IRBs provide federally mandated reviews of clinical trials and
other research protocols to ensure compliance with regulations that
govern the protection, safety, welfare, and ethical treatment of
human trial subjects. WCG's CTS segment provides a suite of
technology and technology-enabled services solutions to increase
the efficiency of clinical research. WCG's clinical services and
technology solutions is comprised of two segments: Ethical Review
and CTS. The CTS segment includes three groups of solutions: study
planning and site optimization, patient engagement, scientific &
regulatory review. WCG's customers include pharmaceutical
companies, biotechnology and contract research organizations (CROs)
and institutions (primarily academic medical centers). The company
is owned by financial sponsor Leonard Green & Partners. For the
twelve months ended March 31, 2021 WCG generated pro forma revenues
of approximately $498 million.


WESCO INT'L: Moody's Upgrades CFR to Ba3, Outlook Positive
----------------------------------------------------------
Moody's Investors Service upgraded WESCO International, Inc.'s
("WESCO") Corporate Family Rating to Ba3 from B1, Probability of
Default to Ba3-PD from B1-PD, and the rating on WESCO Distribution,
Inc.'s senior unsecured notes to B1 from B2. The outlook is
positive. Moody's also upgraded WESCO's Speculative Grade Liquidity
Rating to SGL-1 from SGL-2.

The rating upgrades reflect Moody's expectation that WESCO will
continued to realize outlined synergies from the integration of
Anixter, improve operating margin, reduce debt-to-EBITDA, and
consistently generate free cash.

"WESCO's combination with Anixter has doubled its size, expanded
product offerings, improved accessibility to the supply chain, and
strengthened the company's overall competitive position," said
Scott Manduca, Moody's VP-Senior Analyst. "Through the continued
capitalization of customer cross selling opportunities, enhanced
supply chain access and realization of cost synergies, Moody's
expects WESCO to improve margins, and reduce its debt leverage
through debt repayment and EBITDA improvement."

The positive outlook reflects Moody's expectation WESCO will
continue to maintain good operating performance, generate solid
free cash flow, and reduce its debt leverage.

The upgrade in WESCO's Speculative Grade Liquidity rating to SGL-1
reflects Moody's expectation of very good liquidity over the next
12-18 months. At March 31, 2021 the company's liquidity consisted
of $304 million in cash and $725 million in availability under an
ABL that expires June 2025. WESCO is expected to fund all cash
obligations with cash flow and existing cash balances.

Upgrades:

Issuer: WESCO Distribution, Inc.

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

Issuer: WESCO International, Inc.

Corporate Family Rating, Upgraded to Ba3 from B1

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

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

Outlook Actions:

Issuer: WESCO Distribution, Inc.

Outlook, Changed To Positive From Stable

Issuer: WESCO International, Inc.

Outlook, Changed To Positive From Stable

RATINGS RATIONALE

WESCO's Ba3 Corporate Family Rating reflects the company's strong
market position as the leading distributor of electrical,
communication, and utility product components in the U.S. Moody's
rating is supported by the company's very good liquidity position,
ability to generate free cash, and improving credit metrics.
Moody's rating also reflects WESCO's elevated leverage and
continued integration risk of Anixter.

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

The ratings could be downgraded if:

Adjusted debt-to-EBITDA is sustained near 5.0x

Aggressive financial policies are pursued, including additional
debt funded acquisitions or shareholder returns.

Deterioration of liquidity, including lack of free cash flow

The ratings could be upgraded if:

Adjusted debt-to-EBITDA is sustained below 3.75x

Retained cash flow to debt is consistently near 20%

The company maintains a very good liquidity profile

Synergy realization is greater than outlined enhancing operating
margin close to 8%

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

Headquartered in Pittsburgh, Pennsylvania, WESCO International,
Inc. is a leading provider of business-to-business distribution,
logistics services and supply chain solutions. Through three
business segments, Electrical & Electronic Solutions (EES),
Communications & Security Solutions (CSS), and Utility & Broadband
Solutions, WESCO serves customers consisting of commercial and
industrial businesses, contractors, government agencies,
institutions, telecommunication providers, and utilities. The
company has approximately 800 branches, warehouses and sales
offices with operations in more than 50 countries.


YAKIMA VALLEY HOSP: Moody's Alters Outlook on Ba1 Rating to Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed Yakima Valley Memorial
Hospital Association's (WA) Ba1. The outlook has been revised to
stable from negative. Yakima Valley Memorial Hospital Association
(AKA Yakima Valley Memorial Health (YVM)) has about $38 million in
total debt outstanding.

RATINGS RATIONALE

The affirmation of YVM's Ba1 rating reflects Moody's view that the
system will benefit from its recently attained sole community
provider designation following the closure of nearby competitor,
Astria Health. As a result, operating performance will be supported
by increased reimbursement rates and improved utilization metrics
as volumes begin to recover from the pandemic. Additionally, the
system's low liquidity levels are expected to gradually improve
following a notable reduction in debt service in 2021, and
management is committed to driving strategic growth while achieving
operational efficiencies, which should further improve credit
measures That said, the system may face some challenges in the near
term resulting from the termination of the affiliation agreement
with Virginia Mason Medical Center (VMMC), which requires an
accelerated IT unwind to be completed by August 2021. Other
challenges include YVM's high reliance on governmental payors,
historically volatile financial performance, and slow volume
recovery following the COVID-19 pandemic.

RATING OUTLOOK

The revision of the outlook to stable from negative reflects
Moody's expectations that the system will continue to show improved
operating margins, driven by the recently attained sole community
provider designation, and by improved volumes and market share.
Additionally, the outlook also incorporates expectations that
liquidity levels will at least be maintained.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING

- Sustained recovery in operating cash flow margin in line with
Baa3 medians

- Material and sustained growth in liquidity

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING

- Inability to maintain sole community provider designation
resulting in weaker operating performance and failure to meet
budget

- Decline in liquidity metrics

- Reduced headroom to financial covenants

- Unexpected high level of operating disruption associated with
the IT unwind

LEGAL SECURITY

Bonds are secured by a receivables pledge and a lien on the primary
hospital campus. The bonds also have a debt service reserve fund.
Key financial covenants include minimum days cash on hand of 40
days and debt service coverage of 1.2x, which would result in a
consultant call-in if failed. Debt service coverage below 1.0 or
days cash on hand below 30 days would be an event of default. All
covenants are measured annually at fiscal year end (12/31).

PROFILE

Yakima Valley Memorial Health operates a general acute care
community hospital with 226 licensed beds located about two hours
southeast of Seattle in Yakima, the county seat of Yakima County,
WA. The hospital operates the sole Level III Neonatal Intensive
Care Unit in its primary service area. In January 2021, YVM exited
its affiliation with Virginia Mason Medical Center, and has
returned to being an independent, locally managed, community
hospital.

METHODOLOGY

The principal methodology used in this rating was Not-For-Profit
Healthcare published in December 2018.


YESHIVA UNIVERSITY: Moody's Hikes Rating to B2, Outlook Positive
----------------------------------------------------------------
Moody's Investors Service has upgraded Yeshiva University, NY to B2
from B3 and revised the outlook to positive from stable. The
university had approximately $240 million of total debt outstanding
at fiscal 2020.

RATINGS RATIONALE

The upgrade to B2 and outlook revision to positive reflects a
combination of positive momentum on net tuition revenue growth
driving improvement in the university's core operations combined
with improvement in liquidity and financial resources. Management
forecasts further strengthening of operating performance in fiscal
2021, driving a second year of positive operating cash flow on a
Moody's adjusted basis. Management expects growth in key programs
to drive another year of solid net tuition revenue growth in fiscal
2022. Management credibility, a key governance consideration under
Moody's ESG framework, is building as the university makes measured
progress on turning around its troubled operating profile. Beyond
improvement in operations, strong investment returns and a $58
million lease monetization provide additional strength and more run
room to execute turnaround initiatives.

Yeshiva University's B2 rating is supported by the university's
scale, specific market niche which provides for market distinction
and historically strong fundraising. However, credit quality is
constrained by a complex business model, market challenges, and
still weak operating performance requiring additional draws on
reserves through at least fiscal 2022. Moreover, a multi-year
period of low investment in physical facilities highlights
escalated deferred maintenance, a longer term credit challenge
which contributes to the university's fair strategic positioning.
While the university has already monetized a portion of real estate
to bolster liquidity, the rating continues to favorably incorporate
the university's real estate assets as a credit strength.

RATING OUTLOOK

The positive outlook incorporates the potential for credit
improvement if the university is able to sustain its revenue growth
and expense controls, driving prospects for elimination of the
structural deficit and debt service coverage from operating cash
flow of at least 1x. The outlook further reflects preservation of
liquidity and overall wealth over this period.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

- Ability to maintain progress on business transformation and
enterprise-wide revenue growth, evidenced by the reduction of
operating deficits and strengthening of debt service coverage to
over 1x

- Demonstrated ability to rebuild balance sheet resources and
unrestricted liquidity

- Articulated strategy and resources to invest in capital and
programs to strengthen market competitiveness

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

- More rapid or steep decline in liquidity than currently
anticipated

- Inability to reduce operating deficits in line with
expectations

- Additional borrowing as operating cash flow is currently
insufficient to meet annual debt service requirements, thus relying
on available reserves to service these obligations

LEGAL SECURITY

The Series 2009 and 2011A revenue bonds are unsecured general
obligations of the university. Bondholder security is subordinate
to the mortgage and cash flow of certain parcels of campus real
estate securing a $140 million loan ("Y Properties"). Financial
covenants associated with the privately-placed notes include
maintaining enterprise-wide liquidity and net assets in excess of
specified levels. The university maintains a good cushion above
these thresholds.

USE OF PROCEEDS

Not applicable

PROFILE

Yeshiva University is a moderately-sized private university with a
distinct Jewish-focused mission. The university provides
undergraduate, graduate, professional, and post-doctoral education
and training. It is located in New York City, with three campuses
in Manhattan and one in the Bronx. Yeshiva enrolls around 5,000
FTEs with graduate school education - including schools of law,
social work, business, psychology and health sciences - accounting
for the largest area of growth. Albert Einstein College of Medicine
(AECOM) is a separate, independent, affiliated college of
medicine.

METHODOLOGY

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


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Ronald Eugene Stayer
   Bankr. N.D. Ind. Case No. 21-10748
      Chapter 11 Petition filed June 16, 2021
          represented by: Daniel J. Skekloff, Esq.
                          Scot T. Skekloff, Esq.
                          HALLER & COLVIN, PC

In re Adiele LLC
   Bankr. D. Mass. Case No. 21-10871
      Chapter 11 Petition filed June 16, 2021
      See
https://www.pacermonitor.com/view/FFIPWRY/Adiele_LLC__mabke-21-10871__0001.0.pdf?mcid=tGE4TAMA
         represented by: Patrick Culhane, Esq.
                         LAW OFFICE OF PATRICK M. CULHANE
                         Email: pculhanelaw@gmail.com

In re Evan Ahern and Tammy Ahern
   Bankr. D. Nev. Case No. 21-13054
      Chapter 11 Petition filed June 16, 2021
          represented by: Mark Weisenmiller, Esq.

In re GPSPRO, LLC
   Bankr. D. Nev. Case No. 21-13055
      Chapter 11 Petition filed June 16, 2021
         See
https://www.pacermonitor.com/view/PSLS3SI/GPSPRO_LLC__nvbke-21-13055__0001.0.pdf?mcid=tGE4TAMA
         represented by: Mark M. Weisenmiller, Esq.
                         GARMAN TURNER GORDON LLP
                         Email: mweisenmiller@gtg.legal

In re Special Broad Associates LLC
   Bankr. D.R.I. Case No. 21-10479
      Chapter 11 Petition filed June 16, 2021
         See
https://www.pacermonitor.com/view/Q726AWA/Special_Broad_Associates_LLC__ribke-21-10479__0001.0.pdf?mcid=tGE4TAMA

In re CP Tours, LLC
   Bankr. S.D. Fla. Case No. 21-15900
      Chapter 11 Petition filed June 17, 2021
         See
https://www.pacermonitor.com/view/XIGCEXQ/CP_Tours_LLC__flsbke-21-15900__0001.0.pdf?mcid=tGE4TAMA
         represented by: Chad Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.
                         E-mail: chad@cvhlawgroup.com

In re Cycle-Party Fort Lauderdale, LLC
   Bankr. S.D. Fla. Case No. 21-15901
      Chapter 11 Petition filed June 17, 2021
         See
https://www.pacermonitor.com/view/M5UNA4Y/Cycle-Party_Fort_Lauderdale_LLC__flsbke-21-15901__0001.0.pdf?mcid=tGE4TAMA
         represented by: Chad Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.
                         E-mail: chad@cvhlawgroup.com

In re Cycle-Party Miami, LLC
   Bankr. S.D. Fla. Case No. 21-15903
      Chapter 11 Petition filed June 17, 2021
         See
https://www.pacermonitor.com/view/YG7EDSA/Cycle-Party_Miami_LLC__flsbke-21-15903__0001.0.pdf?mcid=tGE4TAMA
         represented by: Chad Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.
                         E-mail: chad@cvhlawgroup.com

In re Kamler, LLC
   Bankr. W.D. Mo. Case No. 21-50166
      Chapter 11 Petition filed June 17, 2021
         See
https://www.pacermonitor.com/view/XGEVC2Y/Kamler_LLC__mowbke-21-50166__0001.0.pdf?mcid=tGE4TAMA
         represented by: Erlene W. Krigel, Esq.
                         KRIGEL & KRIGEL, PC
                         E-mail: ekrigel@krigelandkrigel.com

In re 8 Quaker Road LLC
   Bankr. D.N.J. Case No. 21-14992
      Chapter 11 Petition filed June 17, 2021
         See
https://www.pacermonitor.com/view/SPHCALY/8_Quaker_Road_LLC__njbke-21-14992__0001.0.pdf?mcid=tGE4TAMA
         represented by: Barry S. Miller, Esq.
                         BARRY S. MILLER, ESQ.
                         E-mail: bmiller@barrysmilleresq.com

In re Darryl D'Antonio Dixon
   Bankr. N.D. Ga. Case No. 21-54645
      Chapter 11 Petition filed June 18, 2021
         represented by: William Rountree, Esq.
                         ROUNTREE LEITMAN & KLEIN

In re Vaughan Home Care Services Inc.
   Bankr. D. Md. Case No. 21-14059
      Chapter 11 Petition filed June 18, 2021
         See
https://www.pacermonitor.com/view/LJ3B7IQ/Vaughan_Home_Care_Services_Inc__mdbke-21-14059__0001.0.pdf?mcid=tGE4TAMA
         represented by: Gary S Poretsky, Esq.
                         PHOENIX LAW GROUP, LLC
                         E-mail: gary@plgmd.com

In re Napoleon T Yfantis
   Bankr. D.N.J. Case No. 21-15014
      Chapter 11 Petition filed June 18, 2021
         represented by: Thaddeus Maciag, Esq.

In re Crowley's Service LLC
   Bankr. N.D. Tex. Case No. 21-41468
      Chapter 11 Petition filed June 18, 2021
         See
https://www.pacermonitor.com/view/VJD7VHQ/Crowleys_Service_LLC__txnbke-21-41468__0001.0.pdf?mcid=tGE4TAMA
         represented by: Clayton L. Everett, Esq.
                         NORRED LAW, PLLC
                         E-mail: clayton@norredlaw.com

In re Michael Vernie Sowards and Deborah Sowards
   Bankr. M.D. Fla. Case No. 21-02802
      Chapter 11 Petition filed June 21, 2021
         represented by: Aldo G Bartolone Jr., Esq.

In re Irnida Spahic
   Bankr. N.D. Ill. Case No. 21-07665
      Chapter 11 Petition filed June 21, 2021
         represented by: Richard Fonfrias, Esq.

In re CHZAC, LLC
   Bankr. E.D. La. Case No. 21-10806
      Chapter 11 Petition filed June 21, 2021
         See
https://www.pacermonitor.com/view/ASFACPY/CHZAC_LLC__laebke-21-10806__0001.0.pdf?mcid=tGE4TAMA
         represented by: Joseph P. Briggett, Esq.
                         LUGENBUHL, WHEATON, PECK, RANKIN &
                         HUBBARD
                         E-mail: jbriggett@lawla.com

In re Christie-Scott, LLC
   Bankr. D. Md. Case No. 21-14092
      Chapter 11 Petition filed June 21, 2021
         See
https://www.pacermonitor.com/view/EXK26BI/Christie-Scott_LLC__mdbke-21-14092__0001.0.pdf?mcid=tGE4TAMA
         represented by: Brett Weiss, Esq.
                         THE WEISS LAW GROUP, LLC
                         E-mail: brett@BankruptcyLawMaryland.com

In re Loco Call, LLC
   Bankr. D. Md. Case No. 21-14110
      Chapter 11 Petition filed June 21, 2021
         See
https://www.pacermonitor.com/view/LB244JY/Loco_Call_LLC__mdbke-21-14110__0001.0.pdf?mcid=tGE4TAMA
         represented by: David J. Kaminow, Esq.
                         INMAN KAMINOW, P.C.
                         E-mail: dkaminow@kamlaw.net

In re J.F. Griffin Publishing, LLC
   Bankr. D. Mass. Case No. 21-30225
      Chapter 11 Petition filed June 21, 2021
         See
https://www.pacermonitor.com/view/HT5DC7A/JF_Griffin_Publishing_LLC__mabke-21-30225__0001.0.pdf?mcid=tGE4TAMA
         represented by: Andrea M. O'Connor, Esq.
                         FITZGERALD ATTORNEYS AT LAW, P.C.
                         E-mail: amo@fitzgeraldatlaw.com

In re Raymond G. Weaver
   Bankr. D. Mass. Case No. 21-10888
      Chapter 11 Petition filed June 21, 2021
         represented by: Tanya Sambatakos, Esq.
                         MOLLEUR LAW OFFICE

In re Ernest A. Bussmann and Lynn E. Bussmann
   Bankr. D. Ore. Case No. 21-61078
      Chapter 11 Petition filed June 21, 2021
         represented by: Loren S. Scott, Esq.
                         THE SCOTT LAW GROUP

In re Jon M. Pannier
   Bankr. S.D.N.Y. Case No. 21-11146
      Chapter 11 Petition filed June 21, 2021
         represented by: Joel Shafferman, Esq.
                         SHAFFERMAN FELDMAN, LLP

In re Aurora Readymix Concrete LLC
   Bankr. S.D. Tex. Case No. 21-32098
      Chapter 11 Petition filed June 21, 2021
         See
https://www.pacermonitor.com/view/A23MHVI/Aurora_Readymix_Concrete_LLC__txsbke-21-32098__0001.0.pdf?mcid=tGE4TAMA
         represented by: Adrian Baer, Esq.
                         LAW OFFICES OF ADRIAN S. BAER
                         E-mail: abaer@clegal.com

In re Nosakhare Management Corporation
   Bankr. D. Del. Case No. 21-10956
      Chapter 11 Petition filed June 22, 2021
         See
https://www.pacermonitor.com/view/YBORP6Y/Nosakhare_Management_Corporation__debke-21-10956__0001.0.pdf?mcid=tGE4TAMA
         represented by: Nigel E. Blackman, Esq.
                         EASTBROOK LEGAL GROUP
                         E-mail: efile@eastbrooklegal.com

In re Matt's Small Engine Repair LLC
   Bankr. N.D. Fla. Case No. 21-40220
      Chapter 11 Petition filed June 22, 2021
         See
https://www.pacermonitor.com/view/PGO7THQ/Matts_Small_Engine_Repair_LLC__flnbke-21-40220__0001.0.pdf?mcid=tGE4TAMA
         represented by: Allen P. Turnage, Esq.
                         LAW OFFICE OF ALLEN TURNAGE, P.A.
                         E-mail: service@turnagelaw.com


                            *********

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 ***