/raid1/www/Hosts/bankrupt/TCR_Public/210719.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 19, 2021, Vol. 25, No. 199

                            Headlines

1116 MAPLE STREET: O.K. LLC Forecloses on Asset to be Used in Plan
ABAB CORPORATION: Case Summary & 17 Unsecured Creditors
ABRAXAS PETROLEUM: Five Proposals Approved at Annual Meeting
ADT INC: S&P Assigns 'BB-' Rating on New $1BB First-Lien Notes
ADT SECURITY: Notes Refinancing No Impact on Moody's B1 CFR

AGILON ENERGY: Gets Approval to Hire Stretto as Claims Agent
ALLEN MEDIA: S&P Affirms 'B' ICR on Financing Plans
AMSTERDAM HOUSE: Committee Seeks to Hire Perkins Coie as Counsel
ANNIE'S HOLDINGS: Shopping Plaza Rental to Fund Plan Payments
AVALANCHE COMPANY: Unsecureds to be Paid in Full in 48 Months

B&R SYSTEMS: Unsecureds to be Paid Pro Rata in Three Years
BAFFINLAND IRON: Moody's Hikes CFR to B3 on Reduced Leverage
BELDEN INC: Moody's Rates New EUR300MM Subordinated Notes 'Ba3'
BJS WHOLESALE: Moody's Hikes CFR to Ba1, Outlook Stable
BLACK KNIGHT: S&P Raises Senior Unsecured Debt Rating to 'BB-'

BOUCHARD TRANSPORTATION: Unsecureds to Get Share of Residual Funds
BOUTIQUE NV: Wins Cash Collateral Access Thru July 21
C.R.M. OF SPARTA: Residents Concern Over Changes
C.R.M. OF WARRENTON: Patient Care Ombudsman Files Second Report
CANNABICS PHARMACEUTICALS: Incurs $1.3M Net Loss in Third Quarter

CECCHI GORI: August 19 Plan Confirmation Hearing Set
CGC-MROZ ACCOUNTANTS: Plan Confirmation Hearing Set for August 31
CGC-MROZ ACCOUNTANTS: Unsecureds to be Paid in Full under Plan
CITY WIDE COMMUNITY: Sept. 8 Final Hearing on Affiliate's Cash Use
COBRA HOLDINGS: Moody's Assigns First Time B3 CFR, Outlook Stable

COMMUNITY ECO POWER: Taps Bernstein Shur as Bankruptcy Counsel
COMMUNITY ECO POWER: U.S. Trustee Appoints Creditors' Committee
COMMUNITY ECO: Taps Beveridge & Diamond as Special Counsel
COSMOLEDO LLC: Santander Bank Complains of Missing Claim in Plan
DETROIT SERVICE: S&P Raises 2011 Long-Term Bonds Rating to 'BB-'

DJM HOLDINGS: Bungalow Series IV Opposes Plan & Disclosures
DJM HOLDINGS: Lodge Series III Opposes Plan & Disclosures
ENCORE CAPITAL: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
EXC HOLDINGS III: Moody's Upgrades CFR to B2, Outlook Stable
FIRST ADVANTAGE: Moody's Upgrades CFR to B1 Amid Recent IPO

FIRST ADVANTAGE: S&P Upgrades ICR to 'B+' Following IPO
FREMONT HILLS: Unsecureds to Get $500K w/o Interest in 18 Months
GDC TECHNICS: Unsecureds to Recoup 30% to 100% of Allowed Claims
GETTY IMAGES: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
GULF MEDICAL: Confirmation Hearing Slated for October 8

HARI 108: Taps O. Allan Fridman as Bankruptcy Attorney
HCA WEST: Creditors to Get Proceeds From Liquidation
HH ACQUISITION: Wins Interim Access to YAM Capital Cash Collateral
HILLMAN SOLUTIONS: S&P Assigns 'B' ICR, Outlook Stable
HUDSON RIVER TRADING: Moody's Affirms 'Ba1' CFR, Outlook Stable

HUDSON RIVER TRADING: S&P Rates 2028 Secured Term Loan Add-On 'BB-'
HYDROCARBON FLOW: Gets Interim OK to Hire Gold Weems as Counsel
HYDROCARBON FLOW: Seeks Cash Collateral Access
HYDROCARBON FLOW: Taps Postlethwaite as Financial Advisor
IQ FORMULATIONS: Seeks to Hire Behar Gutt & Glazer as Legal Counsel

J. HUNTER PROPERTIES: Case Summary & 13 Unsecured Creditors
JANE ST. GROUP: $300MM Upsized Loan No Impact on Moody's Ba1 CFR
JOHN FITZGIBBON HOSP: Fitch Affirms B- Rating on $8.2MM 2010 Bonds
KRISJENN RANCH: Seeks to Hire Texas Ranches as Real Estate Broker
KRISJENN RANCH: Unsecured Claims Under $1K to be Paid in Full

L'OCCITANE INC: August 24 Plan & Disclosure Hearing Set
L'OCCITANE INC: Fine-Tunes Plan Ahead of August 24 Hearing
LEVI STRAUSS: Fitch Raises LT IDR & Unsec. Notes Rating to 'BB+'
LIVE NATION: S&P Alters Outlook to Stable, Affirms 'B' ICR
LIVEXLIVE MEDIA: Incurs $41.8 Million Net Loss in Fiscal 2021

MARZILLI MACHINE: Cash Collateral Request Mooted, Plan Confirmed
METHODIST UNIVERSITY: Fitch Rates $15.4MM Series 2012 Bonds 'BB'
MORE AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
MY2011 GRAND: Verdict on Freeze-out Merger to Decide Debtors' Plan
NASSAU BREWING: Voluntary Chapter 11 Case Summary

NEXTPLAY TECHNOLOGIES: Incurs $7.5 Million Net Loss in 1st Quarter
NITRIDE SOLUTIONS: Hearing Today on Cash Collateral Access
NMG HOLDING: S&P Upgrades ICR to 'B-', Outlook Positive
NORWICH ROMAN: Voluntary Chapter 11 Case Summary
ODYSSEY ENGINES: Plan Exclusivity Extended Thru July 21

OFFICEMART INC: Case Summary & 20 Largest Unsecured Creditors
PELCO STRUCTURAL: Case Summary & 20 Largest Unsecured Creditors
PENN NATIONAL: S&P Places 'B' ICR on CreditWatch Positive
PEOPLE SPEAK: Asks Court to Extend Plan Exclusivity Until August 8
PIPELINE FOODS: Seeks Cash Collateral Access

PLAINS ALL AMERICAN: Moody's Puts Ba1 CFR Under Review for Upgrade
PNW HEALTHCARE: Reorganized Debtor Seeks to End PCO Appointment
PRA GROUP: Fitch Affirms 'BB+' LT IDR & Unsec. Debt Rating
PROFESSIONAL DIVERSITY: Believes to Have Regained Nasdaq Compliance
PUERTO RICO: GCarlo, Morrison 11th Update on Debtholders

PUERTO RICO: Morgan, Correa 10th Update on QTCB Noteholder Group
QUANTUM VALVE: Has Deal on Cash Collateral Access
R.A. BORRUSO: Final Cash Collateral Hearing Today
RATTLER MIDSTREAM: Fitch Affirms 'BB+' LT IDR & Unsec. Notes Rating
RC BUYER: Moody's Assigns 'B2' CFR & Rates First Lien Loans 'B1'

REDEEMED CHURCH: Seeks to Hire Burns Law Firm as Legal Counsel
RGN-GROUP HOLDINGS: Landlords Seek Disclosure on Claims Treatment
RITE AID: S&P Upgrades ICR to 'B-', Outlook Stable
RR3 RESOURCES: Unsecureds to Get $50K via Monthly Payment for 5 Yrs
RVS CONSIGNMENTS.COM: Case Summary & 15 Unsecured Creditors

RVT INC: Disclosure Statement Hearing Continued to August 10
RXB HOLDINGS: Debt-Funded Acquisition No Impact on Moody's B3 CFR
SCIENTIFIC GAMES: Proposes to Acquire Public Shares of SciPlay
SECURE ENERGY: Fitch Rates Second Lien Secured Notes 'BB'
SIGNET JEWELERS: S&P Upgrades ICR to 'BB-', Outlook Stable

SOAS LLC: Unsecs. with $1,500 or Less Claims May Opt as Class 12
SONOMA PHARMACEUTICALS: Incurs $3.9 Million Net Loss in Fiscal 2021
SOUTH BRONX CHARTER SCHOOL: S&P Affirms 'BB+' Rating on Rev. Bonds
SPHERATURE INVESTMENTS: Wins Cash Collateral Access Thru Aug 2
ST. CHARLES HOSPITAL: S&P Raises GO Parity Debt Rating to 'B+'

STIFEL FINANCIAL: Fitch Rates Series D Preferred Stock 'BB-'
STIFEL FINANCIAL: S&P Rates Series D Preferred Stock 'BB-'
STONE CLINICAL: Involuntary Chapter 11 Case Summary
STRATHCONA RESOURCES: Fitch Assigns FirstTime 'B+' LongTerm IDR
TEAM HEALTH: Moody's Upgrades CFR to Caa1 & Rates Revolver Loan B3

TRIDENT BRANDS: Delays Filing of Form 10-Q for Period Ended May 31
TWINS SPECIAL: Unsecured Creditors to be Paid in Full in 48 Months
TYNDALL PARKWAY: Gets Cash Collateral Access
U.S. TOBACCO COOPERATIVE: Appointment of Creditors Committee Sought
UPSTREAM NEWCO: Moody's Affirms B3 CFR Amid Results Transaction

URGENT CARE: Case Summary & 14 Unsecured Creditors
VASCULAR ACCESS: Creditor of Non-Debtor PVI Opposes Disclosures
WASHINGTON PRIME: Sussman & Moore Represents Utility Companies
WASHINGTON PRIME: U.S. Trustee Appoints Equity Committee
WASHINGTON PRIME: Wins Final OK on $100MM DIP Financing

WEST COAST AGRICULTURAL: Seeks Cash Collateral Access Thru Aug 15
WWEX UNI: Moody's Gives 'B3' CFR & Rates New First Lien Loans 'B2'
[^] BOND PRICING: For the Week from July 12 to 16, 2021

                            *********

1116 MAPLE STREET: O.K. LLC Forecloses on Asset to be Used in Plan
------------------------------------------------------------------
O.K., LLC, in a response filed in Court (with respect to 1116 Maple
Street's request for approval of its Disclosure Statement), related
that on July 6, 2021, the Bankruptcy Court granted O.K. relief from
the automatic stay in order to foreclose on the Debtor's single
real estate asset.  O.K. said that the relief granted by the Court
will remove the basis for the Debtor's proposed plan and disclosure
statement.

Accordingly, O.K. objects to the Debtor's request to approve the
Disclosure Statement.

As previously reported by the Troubled Company Reporter, O.K. is a
defendant in an adversary proceeding the Debtor filed alleging that
O.K. brokered a fictitious loan as a scheme to secure a prior loan
made by O.K. and another entity, Chakrian, by fraudulently using
the Debtor's property as additional collateral.  O.K. filed a
secured claim in the Debtor's case, which claim the Debtor
disputed.

A copy of the response is available for free at
https://bit.ly/3i8yjDq from PacerMonitor.com.

The Court will consider the matter at a hearing on July 20, 2021 at
10 a.m.

Counsel for O.K., LLC:

   James R. Felton, Esq.
   Yi Sun Kim, Esq.
   Jeremy H. Rothstein, Esq.
   G&B Law LLP
   16000 Ventura Boulevard, Ste. 1000
   Encino, CA 91436
   Telephone: (818) 382-6200
   Facsimile: (818) 986-6534
   Email: jfelton@gblawllp.com
          ykim@gblawllp.com
          jrothstein@gblawllp.com

                      About 1116 Maple Street

1116 Maple Street, LLC, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).  It has 100 percent fee
interest in a property located at 1116 East Maple St., Glendale,
Calif., valued by Debtor at $5 million.

1116 Maple Street sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-16362) on July 14,
2020.  Mihran Tcholakian, managing member, signed the petition.  At
the time of the filing, the Debtor disclosed assets of $5,057,759
and liabilities of $4,871,355.  Judge Barry Russell oversees the
case.  Margulies Faith LLP is the Debtor's legal counsel.




ABAB CORPORATION: Case Summary & 17 Unsecured Creditors
-------------------------------------------------------
Debtor: Abab Corporation
          DBA Payless Car Rental
        Baldoriority De Castro Avenue
        Marginal Los Angeles KM 9.9
        Carolina, PR 00979

Business Description: Abab Corporation operates in the car
                      rental industry.

Chapter 11 Petition Date: July 15, 2021

Court: United States Bankruptcy Court
       District of Puerto Rico

Case No.: 21-02140

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Charles A. Cuprill Hernandez, Esq.
                  CHARLES A. CUPRILL, PSC LAW OFFICES
                  356 Fortaleza Street
                  Second Floor
                  San Juan, PR 00901
                  Tel: 787-977-0515
                  Email: ccuprill@cuprill.com

Total Assets: $8,657,248

Total Liabilities: $8,175,957

The petition was signed by Alberic Colon Solis, president.

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

https://www.pacermonitor.com/view/BKRNZGI/ABAB_CORPORATION__prbke-21-02140__0001.0.pdf?mcid=tGE4TAMA


ABRAXAS PETROLEUM: Five Proposals Approved at Annual Meeting
------------------------------------------------------------
At the Annual Meeting of Stockholders of Abraxas Petroleum
Corporation, the stockholders:

   (1) elected Ralph F. Cox as a director for a term of three
years
       to hold office until the expiration of his term in 2024, or

       until a successor has been elected and duly qualified;

   (2) ratified the appointment of Akin, Doeherty, Klein & Feuge,
       P.C. as the Company's independent registered public
       accounting firm for the year ended Dec. 31, 2021;

   (3) approved amendments to Long-Term Equity Incentive Plan;

   (4) approved amendments to Non-Employee Director Long-Term
Equity
       Incentive Plan;

   (5) did not approve the proposal to increase authorized Common
       Stock; and

   (6) approved, on an advisory vote, a resolution on executive
       compensation.

                           About Abraxas

San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.

Abraxas reported a net loss of $184.52 million for the year ended
Dec. 31, 2020, compared to a net loss of $65 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $157.76
million in total assets, $230.73 million in total liabilities, and
a total stockholders' deficit of $72.97 million.  As of March 31,
2021, the Company had $138.30 million in total assets, $234.65
million in total liabilities, and a total stockholders' deficit of
$96.35 million.

San Antonio, Texas-based ADKF, P.C., the Company's auditor since
2020, issued a "going concern" qualification in its report dated
May 6, 2021, citing that the Company has not satisfied certain
covenants under its first lien credit facility as of Dec. 31, 2020
which represents an event of default.  Additionally, the company
does not anticipate maintaining compliance with all of its credit
facilities over the next twelve months.  These matters raise
substantial doubt about the Company's ability to continue as a
"going concern".


ADT INC: S&P Assigns 'BB-' Rating on New $1BB First-Lien Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to U.S.-based alarm monitoring company ADT Inc.'s
proposed $1 billion first-lien notes due 2029. The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%; rounded estimate: 70%) in the event of a payment
default.

The company intends to use the net proceeds from the new first-lien
notes, along with cash from its balance sheet, to refinance its
existing $1 billion 3.5% first-lien notes maturing in 2022 and pay
related transaction expenses. The transaction is leverage neutral,
though we note that it will extend ADT's weighted average debt
maturity to 5.72 years from 5.03 years. The ADT Security Corp. is
the issuer of the new first-lien notes. The notes rank senior to
the company's existing and future unsecured debt as it relates to
the collateral liens on substantially all of the existing and
future assets of its domestic guarantor subsidiaries.

S&P said, "Our 'B+' issuer credit rating on ADT reflects its
substantial scale and strong brand recognition, which are somewhat
offset by the increased competition it is facing from new and
existing entrants in the alarm monitoring space. Our rating also
reflects the company's heavy debt burden and the risk stemming from
its ownership by financial sponsor Apollo Global Management, which
continues to hold more than 75% of its common stock.

"The stable outlook reflects our expectation that ADT's operating
performance will remain stable as it reduces its customer churn,
broadens its home automation solutions and service offerings, and
expands its commercial and do-it-yourself (DIY) businesses. We
forecast free operating cash flow (FOCF) to debt in the low- to
mid-single-digit percent range and anticipate the company's revenue
will decline by 3-4% in 2021 as it increases its customer
acquisition spending and faces tough revenue comparisons."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- ADT's debt capitalization, pro forma for the refinancing,
comprises approximately $8.3 billion of first-lien debt with
various maturity dates, including the proposed $1 billion senior
secured notes maturing 2029; a $575 million (undrawn) revolving
credit facility maturing 2026; and $1.3 billion of 6.25%
second-lien notes due 2028.

-- Prime Security Services Borrower LLC and The ADT Security Corp.
are the borrowers under various tranches of the company's debt. The
first-lien debt ranks pari passu and benefits from liens and
guarantees from the company's material domestic subsidiaries. The
second-lien notes rank junior to the first-lien noteholders'
security interests.

-- In its analysis, S&P assumes substantially all of the company's
assets are pledged as first-lien collateral. Its emergence
enterprise value reflects, among other things, the company's large
subscriber base and its contractual recurring revenue stream.

Simulated default scenario

-- Simulated year of default: 2025
-- EBITDA at emergence: $1.2 billion
-- EBITDA multiple: 6x
-- About 85% of the revolving credit facility is drawn at
default.

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): About
$7.3 billion

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

-- Collateral value available to secured creditors: About $7.0
billion

-- Secured first-lien debt: About $9.3 billion

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

-- Secured second-lien debt: $1.34 billion

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

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



ADT SECURITY: Notes Refinancing No Impact on Moody's B1 CFR
-----------------------------------------------------------
Moody's Investors Service said The ADT Security Corporation's (dba
"ADT") refinancing of its $1.0 billion 3.5% first-lien notes with
an equal amount of new, later maturing first-lien notes has no
impact on any ratings, including Prime Security Services Borrower,
LLC's B1 Corporate Family Rating, stable outlook, and individual
instrument ratings.

Headquartered in Boca Raton, FL, ADT (formerly Prime Security
Services Borrower, LLC) is a leading provider of security,
interactive automation, and monitoring services for residential
(primarily) and business customers. The company reported total
monitoring, services, and equipment-installation revenue of $5.3
billion in 2020, a 3.7% improvement over 2019.



AGILON ENERGY: Gets Approval to Hire Stretto as Claims Agent
------------------------------------------------------------
Agilon Energy Holdings II, LLC and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Stretto as their claims and noticing agent.

The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Debtors' Chapter 11 cases.

Stretto will bill the Debtors no less frequently than monthly for
its services.

The Debtors agreed to pay out-of-pocket expenses incurred by the
firm.  Where an expense or group of expenses to be incurred is
expected to exceed $10,000, Stretto may require advance or direct
payment from the Debtors before it provides services.

Sheryl Betance, senior managing director at Stretto, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Sheryl Betance
     Stretto
     410 Exchange Suite 100
     Irvine, CA 92602
     Tel: (800) 634-7734 / 714.716.1872
     Email: sheryl.betance@stretto.com

                    About Agilon Energy Holdings

Texas-based power producer Agilon Energy Holdings II, LLC and its
affiliates, Victoria Port Power LLC and Victoria City Power LLC,
sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No.
21-32156) on June 27, 2021.  At the time of the filing, Agilon had
between $100 million and $500 million in both assets and
liabilities.  

Judge Marvin Isgur oversees the cases.

Elizabeth M. Guffy, Esq., at Locke Lord, LLP, serves as the
Debtor's legal counsel.  Stretto is the claims and noticing agent.


ALLEN MEDIA: S&P Affirms 'B' ICR on Financing Plans
---------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Allen
Media Group LLC (AMG).

S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on the first-lien term loan facility (including the add-on
and proposed delayed-draw). We also affirmed our 'B-' issue-level
rating on the senior unsecured notes. The '1' and '5' recovery
ratings, respectively, are unchanged.

"The stable outlook reflects our view that Allen Media's adjusted
leverage will decline below 6.5x by 2022 following a full year
benefit of 2021 acquisitions and new distribution agreements for
its ESN portfolio of cable networks. The outlook also reflects our
expectations that advertising revenues will benefit from the
post-pandemic economic recovery, which is highly incremental to
EBITDA."

AMG plans to fund its $503 million acquisition of thirteen
broadcast TV stations with an additional $340 million of senior
unsecured notes, $110 million of incremental add-on debt, and a
$100 million delayed draw on its existing term loan facility. The
delayed draw will be contingent on successfully closing two
stations outside of the Quincy acquisition. In addition, the
company is proposing to upsize its current revolving credit
facility to $100 million from the existing $60 million. S&P
forecasts S&P Global Ratings'-adjusted leverage will remain
elevated in 2021 at above 10.0x before declining to below its 6.5x
threshold for the current ratings.

S&P said, "We forecast the full year benefit of its acquisitions,
new carriage agreements for its Entertainment Studios portfolio of
cable networks (ESN), and advertising revenue growth will help
reduce leverage. Advertising revenue is highly incremental to AMG's
EBITDA and we expect the revenue growth within its cable network to
be driven by the company's strong upfront commitments thus far for
its 2021–2022 season, on top of our expectations for a general
recovery in advertising revenues as the economic impact from the
recession wanes."

AMG is a beneficiary of the Black-owned media initiative which is
driving positive developments in its operating performance. In
particular, the company is gaining greater distribution of its
cable networks and a greater share of advertising spend – a key
factor in its strong upfront commitments for its 2021-2022 season.

AMG's growing broadcast segment will strengthen its market position
and future negotiating leverage while mitigating inherent
volatility in its cable networks segment. The company's growing
broadcast segment (expected to contribute more than 60% of 2021
EBITDA pro forma for the acquisitions) improves its inherent
revenue volatility from the secularly pressured cable networks
segment. S&P said, "We typically view broadcast networks more
favorably given their stronger position within the TV ecosystem.
Local TV broadcasters benefit from rights to live national and
local sports programming (including the Super Bowl/National
Football League games on CBS, NBC, and Fox affiliates), and their
focus on local programming including news. These characteristics
make them must-haves in almost all pay-TV packages, which benefits
subscriber trends compared with cable networks. We expect the
broadcast industry to also benefit from increased retransmission
fees for at least two more renewal cycles (over the next two to
five years) before secular pressures start to have an adverse
impact on its growth trajectory."

After the acquisition is completed, Allen Media's television
stations will reach approximately 5% of U.S. households--albeit in
small-to-midsize markets. This compares with more than 20% for some
of the company's larger peers such as E.W. Scripps and Gray TV.
Higher-rated stations generally benefit from higher advertising
revenue, especially during an election year when political ad
spending increases dramatically.

S&P said, "We expect secular pressures will continue to affect
AMG's cable networks, partially offset by better distribution
within its ESN portfolio of cable networks. The company
successfully settled its lawsuits with Comcast and Charter that
resulted in increased carriage for the company's ESN portfolio. The
negotiated deal will increase affiliate fees and lead to better
advertising opportunities on these networks. Given the low
programming expenses, we expect these additional revenue streams to
be accretive to AMG's cable network EBITDA margins."

However, cable networks still face secular pressure and AMG's most
widely distributed cable network, The Weather Channel (TWC), faces
pressures in line with the broader industry. Furthermore, TWC's
digital presence is limited as it does not have broad carriage with
various virtual multichannel video programming distributors
(vMVPDs), limiting its ability to benefit from growth in virtual
MVPDs. S&P expects TWC to experience subscriber declines and
increased audience fragmentation in line with the broader linear
television market, partially mitigated by growth at the ESNs over
the next 12 to 24 months.

S&P said, "In our view, AMG will remain highly acquisitive, keeping
adjusted leverage above 6.0x on a sustained basis. We expect AMG to
continue pursuing debt-financed acquisitions--primarily broadcast
TV stations--as it works to grow its footprint within the broadcast
industry. A steady stream of acquisitions will also keep
restructuring and transaction expenses elevated, which we have
factored into our adjusted leverage calculations."

While broadcast acquisitions will continue to improve the company's
market position and negotiating leverage, adjusted leverage could
cross beyond S&P's 6.5x threshold on a sustained basis if it
continues pursuing significant debt-financed acquisitions. This
could indicate an elevated credit risk, despite the benefits of a
larger broadcast footprint in the longer term.

S&P said, "The stable outlook reflects our view that Allen Media's
pro forma adjusted leverage will decline below 6.5x by the end of
2022 driven by synergies and retransmission step-up clauses as well
as new distribution agreements for its ESN portfolio of cable
networks. The outlook also reflects our expectations that
advertising revenues will benefit from the economic recovery
post-pandemic and AMG's strong upfront commitment for the 2021-2022
season."

S&P could lower its rating if S&P believes pro forma adjusted
leverage will remain higher than 6.5x and free operating cash flow
(FOCF) to debt will remain lower than 5% on a sustained basis. This
could occur if:

-- Allen Media pursues material debt-financed acquisitions and/or
distributions that will keep leverage elevated above our threshold
on a sustained basis.

-- Secular declines within cable networks accelerate faster than
our current forecasts.

S&P said, "We view an upgrade as unlikely over the next 12 months.
We could raise our rating on the company if we expect Allen Media
to maintain a less aggressive financial policy, including keeping
adjusted leverage below 5.0x on a sustained basis, even when
considering acquisitions and/or distributions."


AMSTERDAM HOUSE: Committee Seeks to Hire Perkins Coie as Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Amsterdam House
Continuing Care Retirement Community, Inc. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
retain Perkins Coie, LLP as its legal counsel.

The firm's services include:

     (a) advising and consulting the committee with respect to the
Debtor's administration of its Chapter 11 case, including the
committee's rights, role and responsibilities in connection
therewith;

     (b) attending meetings and negotiating with representatives of
the Debtor, creditors and other parties in interest;

     (c) advising the committee in connection with any contemplated
Chapter 11 plan of reorganization or other bankruptcy strategy;

     (d) advising the committee on matters relating to the
assumption, rejection or assignment of unexpired leases and
executory contracts;

     (e) assisting the committee in its examination and analysis of
the conduct of the Debtor's affairs;

     (f) assisting the committee in the review, analysis and
negotiation of any financing or funding agreements;

     (g) taking all necessary actions to protect and preserve the
interests of the committee, including, without limitation, the
prosecution of actions on its behalf, negotiations concerning all
litigation in which the Debtor is involved, and reviewing and
analyzing all claims filed against the Debtor's estate;

     (h) appearing and advancing the committee's interests before
the bankruptcy court, potentially appellate courts and the U.S.
trustee;

     (i) preparing legal papers in support of positions taken by
the committee; and

     (j) performing all other necessary legal services.

The hourly rates for the firm's professionals most likely to be
involved in this matter are as follows:

     John D. Penn, Partner         $1,150 per hour
     Eric E. Walker, Partner       $895 per hour
     Kathleen Allare, Associate    $625 per hour
     Rachel Leibowitz, Paralegal   $300 per hour

In addition, the Debtor will reimburse Perkins Coie for any
out-of-pocket expenses incurred.

Eric Walker, Esq., a partner at Perkins Coie, disclosed in court
filings that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:
   
     Eric E. Walker, Esq.
     Kathleen Allare, Esq.
     Perkins Coie LLP
     131 S. Dearborn Street, Suite 1700
     Chicago, IL 60603-5559
     Telephone: (312) 324-8400
     Facsimile: (312) 324-9400
     Email: ewalker@perkinscoie.com
            kallare@perkinscoie.com

               About Amsterdam House Continuing Care

Amsterdam House Continuing Care Retirement Community, Inc. (doing
business as The Amsterdam at Harborside) operates Nassau County's
first and only continuing care retirement community licensed under
Article 46 of the New York Public Health Law, which provides
residents with independent living units, enriched housing and
memory support services, comprehensive licensed skilled nursing
care, and related health, social, and quality of life programs and
services.

Amsterdam House Continuing Care Retirement Community filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 21-71095) on June 14, 2021. James
Davis, president and chief executive officer, signed the petition.
At the time of the filing, the Debtor had between $100 million and
$500 million in both assets and liabilities.

Judge Louis A. Scarcella oversees the case.

The Debtor tapped Sidley Austin, LLP as legal counsel and RBC
Capital Markets, LLC as investment banker.  Kurtzman Carson
Consultants, LLC is the Debtor's claims and noticing agent and
administrative advisor.

The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case on
June 30, 2021.  The committee is represented by Perkins Coie, LLP.


ANNIE'S HOLDINGS: Shopping Plaza Rental to Fund Plan Payments
-------------------------------------------------------------
Annie's Holdings, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Disclosure Statement and Plan dated
July 15, 2021.

Debtor defaulted on a mortgage obligation which has as collateral
the small shopping plaza located at 10901 to 10915 South US Highway
441, Belleview, Florida (the "Shopping Plaza"). A foreclosure
proceeding was commenced by the mortgagee, South State Bank, in the
Circuit Court in Marion County, Florida in March of 2020.

It became readily apparent to David Singh that the condition of the
roof, plumbing and, interior of each unit of the Shopping Plaza
required significant repairs to attract new tenants. Since the
commencement of this case he has worked diligently to repair and
recondition the Shopping Plaza. Debtor has new tenants and is
capable of satisfying the claims against the estate.

Debtor currently has three tenants who generate enough rents to
maintain the Shopping Plaza and fund the plan. The Shopping Plaza
has been renovated and several more tenants will likely sign leases
in the next few months.

Class 1 is comprised of the secured claims of South State Bank. The
total amount owed on the claims after reconciliation shall be
reamortized to provide for monthly payments over 240 months from
the effective date of the Plan with interest at 5.25% per annum and
a balloon payment due no earlier than 120 months from July 1, 2021.


Class 2 consists of the Secured Priority Claims of the Marion
County Tax Collector. Payments shall equal the amount of the claim
amortized over the maximum number of months permitted to pay
priority tax claims, with interest at 18% per annum. Monthly
payments are estimated to be no more than $50.00 each month.

Class 3 consists of the Secured Priority Claims of the Putnam
County Tax Collector. The rights of the Putnam County Tax Collector
under Florida law shall remain unaltered. The Putnam County Tax
Collector shall retain its lien in its collateral in this class.

Class 4 consists of the Unsecured Priority Claim of the Florida
Department of Revenue. This class shall be paid in full with
applicable statutory interest on the effective date of the plan.
This class is not impaired.

Class 5 consists of all Unsecured Non-Priority Claims.
Distributions to this class shall commence on the effective date of
the plan and continue on the same day of each succeeding month
until all claims in this class are satisfied. Distributions to this
class shall be $500.00 per month. This class is impaired.

Class 6 is comprised of the equity interests in the Debtor entity
which are owned by David Singh. The rights of those holding equity
interest in the Debtor shall remain unaltered and unchanged.

The source of funding the Plan are the rents derived from the
Shopping Plaza. The Shopping Plaza currently generates sufficient
rents to fund the Plan.

A full-text copy of the Disclosure Statement dated July 15, 2021,
is available at https://bit.ly/3z6q0ib from PacerMonitor.com at no
charge.

Attorneys for Debtor:

     Richard A. Perry, Esq.
     Richard A. Perry, P.A.
     820 East Fort King Street
     Ocala, FL 34471-2320
     Telephone: (352) 732-2299
     Email: richard@rapocala.com

                       About Annie's Holdings

Annie's Holdings, LLC, a Belleview, Fla.-based limited liability
company, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 20-02628) on Sept. 3, 2020.  At the time
of the filing, the Debtor had estimated assets of between $500,001
and $1 million and liabilities of the same range.  Richard A. Perry
P.A. is the Debtor's legal counsel.


AVALANCHE COMPANY: Unsecureds to be Paid in Full in 48 Months
-------------------------------------------------------------
Avalanche Company, LLC, together with secured creditors Nicholas
Mechling and Christopher Mechling, submitted a First Amended
Disclosure Statement in support of the First Amended Joint Plan of
Reorganization dated July 15, 2021.

The bankruptcy petitions commencing the Bankruptcy Case and the
Avalanche Case were filed in order to protect the property of the
Debtor from aggressive action taken on behalf of Simon Pouliot.  On
Feb. 7, 2020, Mr. Pouliot, through his attorneys, filed a motion
requesting that the Superior Court appoint a receiver to sell the
assets of Twins and Avalanche, solely for the benefit of Mr.
Pouliot. The hearing was scheduled to take place on March 3, 2020.
The Petition commencing This Bankruptcy Case was filed on March 3,
2020, immediately prior to the scheduled hearing.

On February 4, 2021, Simon Pouliot filed a complaint commencing
Case No. 3:21-cv-00221-DMS-LL (the "Pouliot District Court
Lawsuit"), naming as only the Mechlings as defendants. The
complaint alleged that the Thai Factory had assigned to Pouliot a
claim in the amount of $500,000 which arose in connection with the
transaction under which the Mechlings acquired the interest of the
Thai Factory in the Debtor and Avalanche. The Mechlings deny that
they are indebted to the Thai Factory, and assert to the contrary
that the Thai Factory is liable to them for infringement. The
Mechlings have appeared through counsel and answered the Complaint
in the Pouliot District Court Action.

On July 9, 2021, the Thai Factory filed a motion in the Pouliot
District Court Lawsuit which argued, among other things, that the
assignment of rights to Pouliot was invalid and which sought on
that ground to substitute itself as plaintiff. On July 13, 2021,
the Court entered an Order granting the Motion and substituting the
Thai Factory as plaintiff.

Class 1 consists of the Allowed Secured Claim of the Mechlings.
Class 1 is Impaired. As required under the Mechling License, all
Intellectual Property Proceeds received by the Mechlings shall be
offset against, and reduce the balance of, the Allowed Class 1
Claim, except those Intellectual Property Proceeds which are
contributed to the Debtor or to Avalanche to make Plan Payments. No
payment shall be made on account of the Class 1 Allowed Claim until
all Allowed Claims are Paid in Full.

Class 2 consists of the Pouliot Judgment Claim. Class 2 is
Impaired. Claim treated as fully secured. Will bear interest at 3%
and be Paid in Full, in 48 monthly installments commencing no later
than April 1, 2022.

Class 3 consists of all general unsecured claims. Class 3 is
Impaired. Allowed Claims will bear interest at 3% and will be Paid
in Full Pro Rata in 48 monthly installments commencing no later
than April 1, 2022.

Class 4 consists of the Equity Interests of the Mechlings in the
Debtor. Class 4 is Unimpaired. The Mechlings shall retain their
equity interests in the Debtor. As co-proponents of the Plan, and
because their Interests are Unimpaired, the Mechlings are deemed to
have consented to the Plan and they shall not be required to vote.

With global sales of counterfeit goods brought under control, the
Mechlings, through Avalanche, will be able to focus their energies
on marketing and other growth efforts. The Debtor expects that this
should cause the volume of global sales to multiply significantly.
The Debtor expects that consumers will be able to purchase
authentic goods with confidence from authorized sellers, price
points will stabilize, and the pre-existing goodwill and popularity
of the Twins and King brands will swell as proper distribution
causes authentic goods to be more widely available. Currently, even
with all the challenges faced by Twins Special and King
Professional, they are among the most searched for brands of boxing
gloves, martial arts equipment, and martial arts apparel.

The Plan provides that before each Plan Payment becomes due, the
Mechlings shall deposit to the account of the Reorganized Debtor
funds sufficient to make each Plan Payment. The Mechlings
anticipate that the source of these deposits shall be Intellectual
Property Proceeds. Notwithstanding any provision of the Mechling
License, Intellectual Property Proceeds received by the Mechlings
will not, to the extent it is paid to the Reorganized Debtor to
fund the Plan, be offset against or otherwise reduce the balance of
the Mechlings' Class 1 Claim.

Only to the extent that the Intellectual Property Proceeds received
by the Mechlings is insufficient to fund the Plan Payments, the
Mechlings may, but are not required to, deposit to the account of
the Reorganized Debtor funds sufficient to make the balance of each
Plan Payment. Each advance of funds so deposited by the Mechlings
shall constitute a loan to the Reorganized Debtor. Such loan(s) may
be on any terms agreed to by the Mechlings and the Reorganized
Debtor. Provided, however, that the Reorganized Debtor may not make
any payment on account of any such loan(s), and the Mechlings may
not exercise any default remedies with respect to such loan(s),
until all Allowed Claims provided for by the Plan are Paid In
Full.

A full-text copy of the First Amended Disclosure Statement dated
July 15, 2021, is available at https://bit.ly/3wKH0Jd from
PacerMonitor.com at no charge.

Attorney for Debtor:

     Bruce R. Babcock 085878
     4808 Santa Monica Ave.
     San Diego, CA 92017
     Telephone: (619) 222-2661

Attorneys for Creditors Nicholas Mechling and Christopher
Mechling:

     Dean T. Kirby, Jr. 090114
     Roberta S. Robinson 099035
     KIRBY & McGUINN, A P.C.
     707 Broadway, Suite 1750
     San Diego, California 92101-5393
     Telephone: (619) 685-4000
     Facsimile: (619) 685-4004

                       About Avalanche Company

Avalanche Company, LLC, a San Diego, Calif.-based owner of sporting
goods, hobby and musical instrument stores, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
20-01229) on March 3, 2020.  At the time of the filing, the Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range.  Judge Christopher B. Latham
oversees the case.  The Debtor is represented by the Law Office of
Bruce R. Babcock, Esq.


B&R SYSTEMS: Unsecureds to be Paid Pro Rata in Three Years
----------------------------------------------------------
B&R Systems, Inc. filed with the Bankruptcy Court an Amended Plan
of Reorganization.  The Plan proposes to pay the Debtor's creditors
from the company's projected disposable income.  If any claims are
disputed, a claims reserve will be established and the payments
these claims would be entitled to, if they were allowed in full,
will be paid into that claims reserve.  Once the disputed claims
have been allowed, they will be paid the amount due.  If the claim
is disallowed, the money in the claims reserve for that claim will
be distributed to the Debtor after a final order is entered
disallowing those claims or portions of those claims.

Classes of Claims and Interest

  * Class 2 - Allowed Claims of Fairport Asset Management II REO,
LLC (Claim No. 5)

Class 2 consists of Claim No. 5, which is the claim of Fairport
Asset for $189,611 and is secured by the property located in Blount
County, Alabama.  The claim is under secured since the property is
valued at $150,000.  Fairport will be paid in equal monthly
installments on the secured portion of the claim for $150,000 with
interest at 5.75%, and a balloon payment coming due at the end of
five years after the effective date of the Plan.  The monthly
payments will be at $850.  The balloon payment at the end of five
years will be for approximately $140,901.  The balance of Claim 5
in excess of $150,000 shall be treated as a general unsecured claim
and will be given treatment in Class 4.

  * Class 3 - Allowed Claims of Fairport Asset Management II REO,
LLC (Claim No. 6)

Class 3 consists of the allegedly secured claim of Fairport Asset.
This claim is also under secured and is based on Claim No. 6 for
$161,765, collateralized by the property located at 1100 Ford
Avenue, Tarrant, Alabama.  The Debtor's valuation of the property
is $149,990 based on the tax assessor's value.  The Tarrant
property will be surrendered to Fairport and Claim No. 6 will be
satisfied to the extent of $149,990.  The balance of Fairport's
Claim for $11,775 shall be treated as a general unsecured claim in
Class 4.

  * Class 4 - All Non-priority Unsecured Section 502 claims

The Class 4 unsecured creditors consist of any unsecured claim of
any entity, including the unsecured claim of Fairport Asset
Management, Alabama Department of Revenue and the Internal Revenue
Service. The Debtor estimates that total unsecured claims in Class
4 aggregate $73,672.  The Class 4 creditors will be paid pro rata
in quarterly installments amounting to $1,027 over three years,
without interest.  The first payment will come due and be paid 105
days after the order confirming the Plan becomes a final order.

  * Class 5 - Equity Security Holders

Ricky Jolley, Jr. is the only equity security holder of the Debtor.
He shall retain his equity interest in the Debtor after
confirmation.

A copy of the Amended Plan is available for free at
https://bit.ly/3wQmx5D from PacerMonitor.com.

Counsel for the Debtor:

   Walter F. McArdle, Esq.
   Spain & Gillon, LLC
   505 20th Street North, Suite 1200
   Birmingham, AL 35203
   Telephone: (205) 581-6211
   Facsimile: (205) 324-8866
   E-mail: wmcardle@spain-gillon.com

                      About B&R Systems Inc.

B&R Systems, Inc., which operates under the name Salt & Light, LLC,
is in the business of making toner, repairing copiers and printers,
or supplying copiers, printers and products for making copies.  The
company sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 20-02975) on Sept. 22,
2020, listing under $1 million in both assets and liabilities.
Judge Tamara O. Mitchell is assigned to the case.  Walter F.
McArdle, Esq., at Spain & Gillon, LLC, serves as the Debtor's legal
counsel.



BAFFINLAND IRON: Moody's Hikes CFR to B3 on Reduced Leverage
------------------------------------------------------------
Moody's Investors Service upgraded Baffinland Iron Mines
Corporation's corporate family rating to B3 from Caa1, its
probability of default rating to B3-PD from Caa1-PD, senior secured
revolving credit facility rating to Ba3 from B2 and its senior
secured notes rating to B3 from Caa1. The ratings outlook remains
stable.

"The upgrade reflects Baffinland's strengthened free cash flow
generation and reduction in leverage that has been aided by strong
commodity prices" said Jamie Koutsoukis, Vice President, Moody's
analyst.

The following rating actions were taken:

Upgrades:

Issuer: Baffinland Iron Mines Corporation

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

Corporate Family Rating, Upgraded to B3 from Caa1

Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD1) from
B2 (LGD2)

Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD4) from
Caa1 (LGD4)

Outlook Actions:

Issuer: Baffinland Iron Mines Corporation

Outlook, Remains Stable

RATINGS RATIONALE

Baffinland's credit profile (B3 CFR) is constrained by 1) a
concentration of cash flow from one metal (iron ore), which has
volatile pricing, 2) a small single mine (about 6 million wet
metric tonnes (wmt)) in a remote location above the Arctic circle
(northern Baffin Island, 3) shipping constraints due to ice that
limit transporting iron ore between late May/early June to late
September/late October, and 4) execution risk on the planned mine
expansion (including delays in receiving approval for its rail
expansion from the Nunavut Planning Commission). The company
benefits from 1) the high grade ore body of the mine, 2) low
complexity of the mine operations, 3) the mine's location in
Canada's Nunavut Territory, a politically stable mining region, and
4) low leverage and strong free cash flow expected over the rating
horizon.

The Ba3 rating on the company's senior secured revolving credit
facility, three notches above the B3 CFR, reflects structural
superiority to the company's senior secured notes, in accordance
with Moody's loss-given-default methodology.

Baffinland has good liquidity. The company had $155 million of cash
as of Q1/2021 and Moody's expects that the company will generate
free cash flow in excess of $350 million in 2021, as spending on
its phased expansion is limited until regulatory approval is
received. Moody's do not consider the $188 million of availability
from Baffinland's $212 million revolving credit facility, as it
matures in less than 12 months (May 2022). The company's $575
million notes are not due until July 2026.

The stable outlook reflects Moody's expectation that the company
will generate positive free cash flow from its existing operations,
strengthen its liquidity position and that it will not spend
meaningfully on its rail expansion project unless it receives
regulatory approval. It also incorporates Moody's view that
Baffinland will not commit to expansion capital expenditures before
funding is committed and it will adjust or slow capital spending
should market conditions deteriorate.

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

Upward rating pressure would require that Baffinland provide
clarity regarding its rail expansion project (whether it will
proceed, funding, timing), and should it move forward with its
development, have sufficient liquidity to mitigate commodity price
volatility and project spending risk. An upgrade would also require
that adjusted debt to EBITDA to be sustained below 3x (2.7x LTM
Mar/21).

The ratings could be downgraded if Baffinland experiences any
significant operational difficulties, adverse iron ore market
conditions, or its existing operations were unable to fund its
operating and interest expenses. The company could also be
downgraded if leverage exceeds 5x (2.7x LTM Mar/21).

The principal methodology used in these ratings was Mining
published in September 2018.

Baffinland is a privately held company that owns the Mary River
iron ore mine at the northern end of Baffin Island in the Nunavut
Territory, Canada. All its common shares are all owned by Nunavut
Iron Ore, Inc. ("NIO"). NIO is owned by the Energy & Minerals Group
and ArcelorMittal Canada Inc. (previously AMMC Baffinland Holdco
Inc.). Finished ore production in 2020 was 6.0 million wmt and
revenues were $772 million.


BELDEN INC: Moody's Rates New EUR300MM Subordinated Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Belden Inc.'s
proposed EUR300 million senior subordinated note offering. All
other ratings, including Belden's Ba2 Corporate Family Rating,
remain unchanged. Net proceeds from the new notes will be used to
refinance existing debt and for general corporate purposes. The
outlook remains stable.

Assignments:

Issuer: Belden Inc.

Senior Subordinated Regular Bond/Debenture (Foreign Currency),
Assigned Ba3 (LGD4)

RATINGS RATIONALE

The Ba2 CFR reflects Belden's leading positions within segments of
the enterprise and industrial cabling, connectivity, networking and
security product markets, which enable the company to produce solid
operating margins and healthy free cash flow. The ratings are
tempered by Belden's temporarily elevated leverage profile. As of
Q1'2021, Belden's leverage was about 6x (Moody's adjusted), which
is temporarily high for the rating category. The high leverage is
the result of revenue and EBITDA declines experienced throughout
2020 as the coronavirus pandemic caused various disruptions and an
economic recession. However, Moody's expects that Belden will grow
revenues in the high single-digit percent range over the next 12-18
months, which will help reduce leverage toward 4.75x.

Although Belden's pursuit of growth through business acquisitions
has contributed to increased leverage over time, it has also
resulted in more diversified sources of revenue and increased
scale. Nevertheless, Belden's operating performance is cyclical
with the impact on revenues, EBITDA and leverage are magnified
during economic downturns, as evidenced by the recession during the
past year. The company benefits from governance considerations as a
widely held and publicly traded company with a largely independent
board of directors. Moody's expects that shareholder returns and
acquisition activity will be tempered until Belden's leverage is
reduced significantly.

The Ba3 subordinated debt rating is one notch below the CFR. The
instrument rating is driven by its relative position in the capital
structure and amounts of other debt and liabilities such as
payables, lease obligations, unfunded pension obligations and
potential for revolver drawings.

The stable outlook reflects Moody's expectation that Belden's
leverage will be reduced to 4.75x or below by the end of 2022 while
the company maintains strong free cash flow and interest coverage
metrics.

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

Though unlikely over the near term, Belden's ratings could be
upgraded if EBITDA improves such that leverage is sustained below
4x while maintaining very strong cash balances. The ratings could
be downgraded if Moody's expects that leverage is not on track to
be reduced below 4.75x by the end of 2022.

The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects
Belden's very good liquidity based on a cash balance of $371
million as of March 31, 2021, access to an undrawn $400 million ABL
revolving credit facility ($269 million available as of March 31,
2021,) and Moody's expectation for free cash flow of at least $100
million in 2021. The ABL revolver matures in May of 2022 and if it
is not renewed or replaced, liquidity could be weakened.

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

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces. Belden
generated revenues of $1.863 billion in 2020. The company is
headquartered in St. Louis, Missouri.


BJS WHOLESALE: Moody's Hikes CFR to Ba1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service, Inc. upgraded the long term ratings of
BJS Wholesale Club, Inc, including the corporate family rating,
which was upgraded to Ba1 from Ba2. The outlook is stable.

"The upgrades recognize the strength of BJS' operating performance
and its conservative financial policy, the combination of which has
led to continued improvement in credit metrics and competitive
position, and Moody's believes the company will maintain a
significant portion of the gains it has realized during the
pandemic," stated Moody's Vice President Charlie O'Shea. "Financial
strategy from both growth and shareholder return perspectives
remains balanced, which Moody's expects to continue."

Upgrades:

Issuer: BJS Wholesale Club Inc

Corporate Family Rating, Upgraded to Ba1 from Ba2

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

Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD4) from
Ba3 (LGD4)

Outlook Actions:

Issuer: BJS Wholesale Club Inc

Outlook, Remains Stable

RATINGS RATIONALE

BJS' Ba1 rating recognizes its formidable competitive position in
its chosen markets, with limited competition from Costco and Sam's
Club. The rating also considers the company's measured expansion,
strong execution ability, sound strategy with a heavy-reliance on
grocery items, and meaningfully-improving online capability. In
addition, the company's aggressive repositioning of several product
categories and enhanced private label are driving improved margins.
Financial strategy is expected to continue to be balanced, and BJS
maintains solid credit metrics and very good liquidity as evidenced
by its SGL-1 speculative grade liquidity rating. Following its
solid operationg performance and meaningful debt repayment,
debt/EBITDA improved to 2.8x for the LTM ending May 2021, and
EBIT/interest was 3.4x. The stable outlook reflects Moody's
expectation that BJS' operating performance will remain solid
despite the potential for more normalized consumer spending on food
at-home as consumers return to dining out and that BJS will
continue to maintain very good liquidity.

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

Ratings could be upgraded if debt/EBITDA was sustained below 3
times and EBIT/interest was sustained around 4 times, with
financial strategy remaining balanced and predictable, liquidity
remaining very good, and the capital structure transitioning to one
that is more representative of an investment grade issuer. Ratings
could be downgraded if either due to a more aggressive financial
policy or weakened operating performance debt/EBITDA rose above
3.75 times or if EBIT/interest was sustained below 3 times, or if
liquidity were to weaken.

Headquartered in Westborough, MA, BJS is a warehouse club retailer
with 221 locations in 17 states and LTM revenues of over $15
billion.

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


BLACK KNIGHT: S&P Raises Senior Unsecured Debt Rating to 'BB-'
--------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Black Knight
Inc.'s first-lien debt to 'BBB-' from 'BB+'. The revised rating
incorporates a '1' recovery rating, which indicates its expectation
for very high (90%-100%; rounded estimate 95%) recovery in the
event of a payment default. S&P also raised its issue-level rating
on Black Knight's senior unsecured debt to 'BB-' from 'B+'. The
revised rating incorporates a '5' recovery rating, which indicates
its expectation for modest recovery (10%-30%; rounded estimate 10%)
in the event of a payment default. Black Knight is a U.S.-based
provider of mortgage origination and servicing software as well as
data and analytics solutions.

S&P said, "Our 'BB' issuer credit rating and stable outlook on
Black Knight are unchanged. The stable outlook reflects our
expectation for continued favorable operating performance, which
should lower adjusted leverage into the 3x-4x range commensurate
with the rating within the next 12 months. We are forecasting
results will be driven by the continued pace of new customer
acquisitions, partially offset by what we anticipate will be a
slowing mortgage origination environment."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- Black Knight's capital structure consists principally of a $1
billion first-lien revolving credit facility and a $1.15 billion
term loan A, both due in 2026. The company also has $1 billion in
senior unsecured notes due 2028.

-- S&P assumes the revolving credit facility would be 85% drawn in
a default scenario.

-- The debt is issued by Black Knight InfoServ LLC, an indirect
subsidiary of Black Knight.

-- S&P's distressed scenario assumes a default in 2026 following a
major technological failure in products or services that leads to
customer defections, accompanied by increased competition amid an
economic slowdown.

-- Given this scenario, the company would generate increasingly
negative free cash flow and would have to fund its debt service and
other obligations with available cash until that is exhausted, or
it becomes evident that the capital structure is no longer
sustainable.

-- In a default, S&P assumes that creditors would receive more
value in a reorganization than a liquidation; therefore, S&P
employs a distressed enterprise value-based analysis.

-- To estimate a distressed gross enterprise value, S&P applies an
EBITDA multiple of 7x, which is in line with the multiples that it
uses for financial software services providers of a similar scale.

Simulated default assumptions

-- Year of default: 2026

-- EBITDA at emergence: $302 million (which takes into account
S&P's expectations for debt service and maintenance capital
spending requirements)

-- Implied enterprise value multiple: 7x

-- Gross enterprise value: $2.11 billion.

Simplified waterfall

-- Net enterprise value (gross enterprise value, $2.11 billion;
less 5% administrative expenses, $105 million): $2.01 billion

-- Secured debt claims (revolving credit facility, $882 million;
term loan A, $996 million; other debt $17 million): $1.89 billion

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

-- Collateral value remaining for unsecured claims: $113 million

-- Unsecured debt claims (senior unsecured notes): $999 million

    --Recovery expectations: 0%-30% (rounded estimate: 10%)

Note: Debt claims include approximately six months of accrued but
unpaid interest.

  Ratings List

  BLACK KNIGHT INC.

  Issuer Credit Rating     BB/Stable/--

                                 TO          FROM
  RATINGS RAISED; RECOVERY RATINGS UNCHANGED  

  BLACK KNIGHT INFOSERV LLC

   Senior Secured               BBB-         BB+
    Recovery Rating             1(95%)       1(95%)

  RATINGS RAISED  

  BLACK KNIGHT INFOSERV LLC

   Senior Unsecured             BB-         B+
    Recovery Rating             5(10%)      6(0%)



BOUCHARD TRANSPORTATION: Unsecureds to Get Share of Residual Funds
------------------------------------------------------------------
Bouchard Transportation Co., Inc., and its debtor-affiliates, filed
a Chapter 11 Plan of Reorganization and Disclosure Statement dated
July 9, 2021.  

The Debtors shall fund distributions under the Plan, as applicable,
with: (1) the Debtors' Cash on hand; (2) the Sale Proceeds, if any;
and (3) if All Asset Sale occurs, any Managed Assets, including any
New Credit Facility and any Unsecured Claims Recovery Note.  The
Litigation Trustee shall fund distributions on account of
Litigation Trust Causes of Action to the Litigation Trust
Beneficiaries, which shall be in addition to any All Asset Sale
Recovery or Individual Asset Sale Recovery to which Holders of
General Unsecured Claims and Holders of Prepetition Revolving
Credit Facility Deficiency Claims are entitled under the Plan.

Classes and Treatment Of Claims and Interests under the Plan:

  * Class 1 Other Secured Claims
    Est. Amount of Claims: $15.8 million
    Projected Recovery: 100%
    Treatment: Each such Holder shall receive, at the option of the
Plan Administrator, in consultation with the Post-Effective Date
Debtor, either: (i) payment in full in Cash; (ii) delivery of
collateral securing any such Claim and payment of any interest
required under section 506(b) of the Bankruptcy Code; (iii)
Reinstatement of such Allowed Other Secured Claim; or (iv) such
other treatment rendering its Allowed Other Secured Claim
Unimpaired in accordance with Section 1124 of the Bankruptcy Code.


  * Class 2 Other Priority Claims
    Est. Amount of Claims: $1.0 million
    Projected Recovery: 100%
    Treatment: Each Holder of Class 2 Claims shall receive, at the
option of the Plan Administrator in consultation with the
Post-Effective Date Debtor, either: (i) payment in full in Cash; or
(ii) such other treatment rendering its Allowed Other Priority
Claim Unimpaired in accordance with section 1124 of the Bankruptcy
Code.

  * Class 3 Prepetition Revolving Credit Facility Secured Claims
    Est. Amount of Claims: $164.1 million
    Projected Recovery: contingent/unknown
    Treatment: Each Holder of Allowed Class 3 Claims shall
receive:

    a. if the All Asset Sale is consummated, its Pro Rata share of
(not to exceed the amount of such Holder's Prepetition Revolving
Credit Facility Secured Claim) the All Asset Sale Recovery
attributable to the Prepetition Revolving Credit Facility
Collateral;

    b. if the Individual Asset Sale is consummated, its Pro Rata
share of (not to exceed the amount of such Holder's Prepetition
Revolving Credit Facility Secured Claim) the Individual Asset Sale
Recovery attributable to the Prepetition Revolving Credit Facility
Collateral; or

    c. delivery of collateral securing such Holder's Prepetition
Revolving Credit Facility Secured Claim.

  * Class 4A General Unsecured Claims
    Est. Amount of Claims: $39.1 million
    Projected Recovery: contingent/unknown
    Treatment: Each Holder of Allowed General Unsecured Claim shall
receive:

    a. its Pro Rata share of the Litigation Trust Interests; and

    b. if the All Asset Sale is consummated, its Pro Rata share of
(not to exceed the amount of such Holder's General Unsecured Claim,
together with any postpetition interest thereon to the extent set
forth in the Waterfall Recovery) the All Asset Sale Recovery; or

    c. if the Individual Asset Sale is consummated, its Pro Rata
share of (not to exceed the amount of such Holder's General
Unsecured Claim, together with any postpetition interest thereon to
the extent set forth in the Waterfall Recovery) the Individual
Asset Sale Recovery.

  * Class 4B Prepetition Revolving Credit Facility Deficiency
Claims
    Est. Amount of Claims: contingent/unknown
    Projected Recovery: contingent/unknown
    Treatment: Each Holder of Allowed Prepetition Revolving Credit
Facility Deficiency Claim shall receive:

    a. its Pro Rata share of the Litigation Trust Interests; and

    b. if the All Asset Sale is consummated, its Pro Rata share of
(not to exceed the amount of such Holder's Prepetition Revolving
Credit Facility Deficiency Claim, together with any postpetition
interest thereon to the extent set forth in the Waterfall Recovery)
the All Asset Sale Recovery; or

    c. if the Individual Asset Sale is consummated, its Pro Rata
share of (not to exceed the amount of such Holder's Prepetition
Revolving Credit Facility Deficiency Claim, together with any
postpetition interest thereon to the extent set forth in the
Waterfall Recovery) the Individual Asset Sale Recovery.

  * Class 5 Intercompany Claims
    Est. Amount of Claims: n/a
    Projected Recovery: 100% / 0%
    Treatment: Each Allowed Intercompany Claim shall, at the option
of the applicable Debtors, either on or after the Effective Date,
be: (i) Reinstated; (ii) converted to equity; or (iii) otherwise
extinguished, compromised, canceled, and released, or settled, in
each case in accordance with the Restructuring Transactions
Memorandum.   

  * Class 6 Section 510(c) Claims
    Est. Amount of Claims: $40.4 million
    Projected Recovery: contingent/unknown
    Treatment:  Each Holder of Allowed Section 510(c) Claim shall
receive: (i) if the All Asset Sale is consummated, its Pro Rata
share of the All Asset Sale Recovery; or (ii) if the Individual
Asset Sale is consummated, its Pro Rata share of the Individual
Asset Sale Recovery.

  * Class 7 Existing Equity Interests
    Est. Amount of Claims: n/a
    Projected Recovery: contingent/unknown
    Treatment:  Each Holder of an Allowed Existing Equity Interest
shall receive: (i) if the All Asset Sale is consummated, its Pro
Rata share of the All Asset Sale Recovery; or (ii) if the
Individual Asset Sale is consummated, its Pro Rata share of the
Individual Asset Sale Recovery.

  * Class 8 Intercompany Interests
    Est. Amount of Claims: n/a
    Projected Recovery: 100% / 0%
    Treatment: Holders of Intercompany Interests shall, at the
option of the applicable Debtors, either on or after the Effective
Date, be: (i) Reinstated; or (ii) merged or contributed, or
canceled and released, at the option of the Debtors, in each case,
in accordance with the Restructuring Transactions Memorandum.

  * Class 9 Section 510(b) Claims
    Est. Amount of Claims: $0
    Projected Recovery: contingent/unknown
    Treatment: each Holder of an Allowed Section 510(b) Claim shall
receive: (i) if the All Asset Sale is consummated, its Pro Rata
share of the All Asset Sale Recovery; or (ii) if the Individual
Asset Sale is consummated, its Pro Rata share of the Individual
Asset Sale Recovery

A copy of the Disclosure Statement is available for free at
https://bit.ly/3wEO4qL from Stretto, claims agent.

Counsel for the Debtors:

   Matthew D. Cavenaugh, Esq.
   Genevieve M. Graham, Esq.
   Jackson Walker LLP
   1401 McKinney Street, Suite 1900
   Houston, TX 77010
   Telephone: (713) 752-4200
   Facsimile: (713) 752-4221
   Email: mcavenaugh@jw.com
          ggraham@jw.com

          - and -

   Ryan Blaine Bennett, P.C.
   Whitney Fogelberg, Esq.
   Kirkland & Ellis LLP
   Kirkland & Ellis International LLP
   300 North LaSalle Street
   Chicago, IL 60654
   Telephone: (312) 862-2000
   Facsimile: (312) 862-2200
   Email: ryan.bennett@kirkland.com
          whitney.fogelberg@kirkland.com

          - and -

   Christine A. Okike, P.C.
   Kirkland & Ellis LLP
   Kirkland & Ellis International LLP
   601 Lexington Avenue
   New York, NY 10022
   Telephone: (212) 446-4800
   Facsimile: (212) 446-4900
   Email: christine.okike@kirkland.com

                   About Bouchard Transportation

Founded in 1918, Bouchard Transportation Co., Inc.'s first cargo
was a shipment of coal. By 1931, Bouchard acquired its first oil
barge.  Over the past 100 years and five generations later,
Bouchard has expanded its fleet, which now consists of 25 barges
and 26 tugs of various sizes, capacities and capabilities, with
services operating in the United States, Canada and the Caribbean.

Bouchard and certain of its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-34682) on Sept. 28, 2020. At the
time of the filing, the Debtors estimated assets of between $500
million and $1 billion and liabilities of between $100 million and
$500 million.

Judge David R. Jones oversees the cases.

The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Jackson Walker LLP as their legal counsel;
Portage Point Partners, LLC as restructuring advisor; Jefferies LLC
as investment banker; Berkeley Research Group, LLC as financial
advisor; and Grant Thornton, LLP as tax consultant. Stretto is the
claims agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee tapped
Ropes & Gray LLP as bankruptcy counsel, Clyde & Co US LLP as
maritime counsel, and Berkeley Research Group LLC as financial
advisor.


BOUTIQUE NV: Wins Cash Collateral Access Thru July 21
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has authorized
Boutique Nevada, LLC to use cash collateral on an emergency,
interim basis in accordance with the budget, with a 10% variance.

The Debtor is permitted to use cash collateral through the date of
the final hearing scheduled for July 21, 2021 at 1 p.m.

As adequate protection for the Debtor's use of cash collateral,
Mountain West Debt Fund LP will receive a superpriority claim under
section 507(b) of the Bankruptcy Code against the Debtor and its
estate; an adequate protection payment in the amount of $25,000 on
or prior to July 5, 2021; and (c) pursuant to section 361(2) of the
Bankruptcy Code, valid and perfected replacement security interests
in and liens upon the Debtor's assets and property, and proceeds
thereof.

From the Petition Date through the Final Hearing, the Debtor will
also provide weekly revenue reports to the Secured Lender and the
Subchapter V Trustee, which will be provided each and every Monday.
The reports will identify the revenue received and balance of all
of the Debtor's bank accounts and merchant accounts.

A copy of the order is available at https://bit.ly/3wwf6R3 from
PacerMonitor.com.

                    About Boutique Nevada, LLC

Boutique Nevada, LLC owns and operates The Retreat on Charleston
Peak, which is a 62 room hotel located at 2755 Kyle Canyon Road,
Las Vegas, Nevada 89124, APN 128-28-304-001. The Hotel is a rustic
lodge elevated at 6,700 ft. above sea level in the Kyle Canyon area
situated on 5.76 acres of land near Mount Charleston, and is 45
minutes away from the Las Vegas Strip. The Hotel also offers
various amenities, including the Canyon Restaurant & Tavern Bar, a
full-service restaurant and bar with restricted gaming, and a 5,100
square foot event space and outdoor deck for wedding or commitment
ceremonies, conferences, and other events. The Hotel also has a
spa, however, that has been closed during the COVID-19 pandemic,
but which will be reopened in August.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 21-13050) on June 16,
2021. In the petition signed by Deanna M. Crossman, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.

Judge Natalie M. Cox oversees the case.

Larson & Zirzow, LLC represents the Debtor as counsel.



C.R.M. OF SPARTA: Residents Concern Over Changes
------------------------------------------------
Melanie S. McNeil, Esq., Patient Care Ombudsman for C.R.M. of
Sparta, LLC, disclosed in a Second Report filed with the Bankruptcy
Court that the residents at the Debtor's nursing home facility in
Sparta, Georgia, expressed their anxiety over the changes brought
about by the change in management of the nursing home.

The PCO received a complaint about the residents' Personal Needs
Allowance funds.  The complaint said the funds, which are held by
the facility for each resident, and that were received before the
transition to the new management company took over, are not
available to the residents.  When the Ombudsman Representative who
conducted the visit to the facility inquired about the reason, she
was told that the residents are currently "frozen out of their
accounts."  The Ombudsman Representative noted no decline in care
at the facility since the PCO's appointment in March 2021.
Ombudsman Representative Angela Chavous visited the facility on May
20 and June 2, 2021.  The Ombudsman Representative returned to
visit the facility on July 6, after the change in management of the
nursing home took effect.  The resident census on June 2 was 46.
The facility is licensed for 71 beds according to Medicare.gov.

A copy of the Second Report is available for free at
https://bit.ly/2VAR5vv from PacerMonitor.com.

                      About C.R.M. of Sparta

C.R.M. of Sparta, LLC, a Bolingbroke, Ga.-based company that
operates a skilled nursing facility, filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Case No. 21-50200) on March 5, 2021.  Michael E. Winget, Sr.,
managing member, signed the petition.  At the time of filing, the
Debtor had between $1 million and $10 million in both assets and
liabilities.  Judge James P. Smith oversees the case.  Wesley J.
Boyer, Esq., at Boyer Terry, LLC serves as the Debtor's legal
counsel.  Melanie S. McNeil, Esq., is the Debtor's Patient Care
Ombudsman.








  




C.R.M. OF WARRENTON: Patient Care Ombudsman Files Second Report
---------------------------------------------------------------
Melanie S. McNeil, Esq., Patient Care Ombudsman for C.R.M. of
Warrenton, LLC filed a Second Report on the operation of the
Debtor's nursing home facility located in Warrenton, Georgia.

According to the PCO, the director of nursing expressed concern
about staff shortages affecting resident care.  Staffing is not
stable, the director of nursing said.  The Business Office Manager
did not report any problems with the resident trust fund since a
problem about the resident trust fund accounts (where the
residents' Personal Needs Allowance funds are kept) has been
reported at the sister facility in Sparta, Georgia.

The PCO said three surveys were completed since January 1, 2021 and
none of the surveys found any deficiencies or regulatory
violations.  The PCO is not aware of any significant change in
facility conditions or decline in resident care since her
appointment.  No new complaints from residents were received during
the visit, which was conducted by Ombudsman Representative, Dawn
Wolff on June 18, 2021.  Resident census at the time of visit was
55.  The facility is licensed for 110 beds, according to
Medicare.gov.  

A copy of the Second Report is available for free at
https://bit.ly/3eeiutI from PacerMonitor.com.

                     About C.R.M. of Warrenton
   
C.R.M. of Warrenton, LLC is a Bolingbroke, Ga.-based company that
operates in the health care industry.

C.R.M. of Warrenton filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
21-50201) on March 5, 2021.  Michael E. Winget, Sr., managing
member, signed the petition.  At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities.  Wesley J. Boyer, Esq., at Boyer Terry, LLC, serves as
the Debtor's counsel.

The U.S. Trustee appointed Melanie S. McNeil, Esq., as Patient Care
Ombudsman for the Debtor.



CANNABICS PHARMACEUTICALS: Incurs $1.3M Net Loss in Third Quarter
-----------------------------------------------------------------
Cannabics Pharmaceuticals Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $1.32 million on zero revenue for the three months
ended May 31, 2021, compared to a net loss of $725,675 on $1,886 of
net revenue for the three months ended May 31, 2020.

For the nine months ended May 31, 2021, the Company reported a net
loss of $2.51 million on zero revenue compared to a a net loss of
$6.74 million on $4,950 of net revenue for the nine months ended
May 31, 2020.

As of May 31, 2021, the Company had $3.80 million in total assets,
$1.47 million in total current liabilities, and $2.33 million in
total stockholders' equity.

As of May 31, 2021, the Company had $1,968,291 in cash compared to
$777,611 on Aug. 31, 2020.  The Company expects to incur a minimum
of $1,000,000 in expenses during the next twelve months of
operations.  The Company estimates that these expenses will be
comprised primarily of general expenses including overhead, legal
and accounting fees, research and development expenses, and fees
payable to outside medical centers for clinical studies.

The Company used cash in operations of $1,911,094 for the nine
months ended May 31, 2021 compared to cash used in operations of
$2,060,996 for the nine months ended May 31, 2020.  The negative
cash flow from operating activities for the nine months ended May
31, 2021 is primarily attributable to the Company's net loss from
operations of $2,513,297, offset by depreciation of $169,953, a
decrease in accounts payables and accrued liabilities of $38,001,
an increase of $6,326 in account receivables and prepaid expenses,
convertible loan valuation of $612,241, capital gain of $195,953
and stock issued for services in a total of $60,124.

The Company had cash flow from investing activities of $645,025
during the nine months ended May 31, 2021, compared to cash flow
from investing activities of $2,152,643 for the nine months ended
May 31, 2020.  The cash flow from investing activities is due to
the Company's Realization of Wize Pharma Inc shares of $645,968 and
its purchase of fixed assets in the aggregate amount of $943.

The Company had cash flow from financing activities of $2,456,750
during the nine months ended May 31, 2021, compared to none for the
nine months ended May 31, 2020.  The reason for the increase in
cash flow from financing activities is due to the Company's
issuance of a convertible loan.

The Company said, "We will have to raise funds to pay for our
expenses.  We may have to borrow money from shareholders, issue
equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available
to us.  We currently have no arrangements or understandings with
any person to obtain funds through bank loans, lines of credit or
any other sources.  Since we have no such arrangements or plans
currently in effect, our inability to raise funds for our
operations will have a severe negative impact on our ability to
remain a viable company.

"Due to the uncertainty of our ability to meet our current
operating and capital expenses, our independent auditors included
an explanatory paragraph in their report on the audited financial
statements for the year ended August 31, 2020 regarding concerns
about our ability to continue as a going concern.  Our financial
statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent
auditors."

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

https://www.sec.gov/Archives/edgar/data/1343009/000168316821002970/cannabics_10q-053121.htm

                          About Cannabics

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

Cannabics reported a net loss of $7.47 million for the year ended
Aug. 31, 2020, compared to net income of $1.13 million for the year
ended Aug. 31, 2019.  As of Nov. 30, 2020, the Company had $1.70
million in total assets, $442,687 in total current liabilities, and
$1.25 million in total stockholders' equity.

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


CECCHI GORI: August 19 Plan Confirmation Hearing Set
----------------------------------------------------
Judge Elaine M. Hammond tentatively approved the Disclosure
Statement of Cecchi Gori Pictures.

The Court ruled that written ballots accepting or rejecting the
Plan must be submitted and received by August 12, 2021.  Written
objections to the Disclosure Statement or to confirmation of the
Plan must be filed and served also by August 12.

The hearing on final approval of the Disclosure Statement and on
confirmation of the Plan will occur on August 19, 2021 at 10 a.m.
via Zoom video conference.

A copy of the order is available for free at https://bit.ly/2VJVFYp
from PacerMonitor.com.

                         About Cecchi Gori

Cecchi Gori Pictures and Cecchi Gori USA, Inc. filed voluntary
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 16-53499) on Dec.
14, 2016.  At the time of the filing, each Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.

The cases are assigned to Judge Elaine M. Hammond.  The Debtors
hired Sheppard Mullin Richter & Hampton, LLP as their bankruptcy
counsel.



CGC-MROZ ACCOUNTANTS: Plan Confirmation Hearing Set for August 31
-----------------------------------------------------------------
The confirmation of the Third Amended Plan of Reorganization of
CGC-Mroz Accountants & Advisors is scheduled to be heard on August
31, 2021 at 2:30 p.m.  Responses or objections to the Plan must be
filed no later than August 13.

The deadline to return a completed ballot to Debtor is also August
13, 2021.  

The Debtor must file and serve confirmation brief and supporting
evidence, including declarations and the returned ballots, in
support of confirmation by August 20, 2021.

A copy of the hearing notice is available for free at
https://bit.ly/3hNdONi from PacerMonitor.com.

               About CGC-Mroz Accountants & Advisors

CGC-Mroz Accountants & Advisors sought protection for relief under
Chapter 11 of the Bankurptcy Code (Bankr. C.D. Calif. Case No.
20-16924) on Oct. 16, 2020, listing under $1 million in both assets
and liabilities.

Judge Wayne E. Johnson oversees the case.

Sklar Kirsh, LLP serves as the Debtor's counsel.

Pacific Premier Bank, as lender, is represented by Mitchell B.
Ludwig, Esq. at Knapp, Petersen & Clarke.



CGC-MROZ ACCOUNTANTS: Unsecureds to be Paid in Full under Plan
--------------------------------------------------------------
CGC-Mroz Accountants & Advisors filed with the Bankruptcy Court a
Third Amended (Subchapter V) Plan of Reorganization dated July 9,
2021.

Payments under the Plan will be made from the cash on hand the
Debtor has accumulated as of the Effective Date, which is estimated
to be approximately $211,000, and the estimated net operating
income from the on-going operations of the Debtor's business.  The
Debtor estimates that distributions under the Plan to unsecured
creditors of the bankruptcy estate will be accomplished within 60
months from the Effective Date of the Plan.  

Classified Claims and Interests

  * Class 1: Pacific Premier Bank

On the Effective Date, PPB shall have an allowed secured claim
equal to the amount of principal and non-default interest, owed on
the Effective Date. The PPB Secured Claim arises from and relates
to that certain loan agreement, dated January 29, 2020 with the
Debtor for $250,000 payable at a variable rate of interest equal to
prime plus 3% per annum with a maturity date of February 25, 2025.
The Reorganized Debtor shall make monthly loan payments of
approximately $5,068, as set forth in the Loan Agreement.

  * Class 2: U.S. Small Business Administration

On the Effective Date, the SBA shall have an allowed secured claim
equal to the amount of principal, interest, costs and fees owed on
the Effective Date.  The SBA Secured Claim is based upon its Note
and Security Agreement, dated as of May 5, 2020, pursuant to which
the SBA made a loan for $150,000.  The Debtor will pay principal
and interest payments of $731 every month beginning in May 2021 and
ending 30 years thereafter. The SBA Loan has an annual rate of
interest of 3.75% and may be prepaid at any time without penalty.

  * Class 3: Class of Priority Unsecured Claims

The Debtor believes that the only Allowed Priority Unsecured Claim
included in Class 3 is a priority wage claim of an employee that
has left the Debtor's employment after the Petition Date on account
of accrued but unpaid prepetition vacation pay for $2,603.  The
Holder of an Allowed Priority Unsecured Claim shall receive, in
full and final satisfaction of such Allowed Priority Unsecured
Claim, Cash equal to the unpaid portion of the Allowed Priority
Unsecured Claim.

  * Class 4: Class of General Unsecured Claims

General unsecured claims against the Debtor aggregate $431,274.
Each Holder of an Allowed General Unsecured Claim that is less than
$500 in the aggregate shall receive from the Reorganized Debtor
payment in full on account of such Allowed General Unsecured Claim
on the latest of (a) the Effective Date or (b) the date on which an
General Unsecured Claim becomes an Allowed General Unsecured Claim.


Each Holder of an Allowed General Unsecured Claim that is more than
$500 in the aggregate shall receive from the Reorganized Debtor
payment calculated to be 100% of the value of such Holder's Allowed
General Unsecured Claim to be paid according to the projections
until paid in full.

  * Class 5: Interest Holders (Debtor)

Under the Plan, Kelli Cox, 100% owner of all common stock in the
Debtor, will retain her Interests in the Reorganized Debtor equal
to that prior to the Petition Date.

Kelli Cox, as the manager and Chief Executive Officer, will
continue to receive a salary for services provided.

A copy of the Third Amended Plan is available for free at
https://bit.ly/2UbRmop from PacerMonitor.com.

Counsel for the Debtor:

   Ian S. Landsberg, Esq.
   Sklar Kirsh, LLP
   1880 Century Park East, Ste. 300
   Los Angeles, CA 90067
   Telephone: (310) 845-6416
   Facsimile: (310) 929-4469
   Email: ilandsberg@sklarkirsh.com

               About CGC-Mroz Accountants & Advisors

CGC-Mroz Accountants & Advisors sought protection for relief under
Chapter 11 of the Bankurptcy Code (Bankr. C.D. Calif. Case No.
20-16924) on Oct. 16, 2020, listing under $1 million in both assets
and liabilities.

Judge Wayne E. Johnson oversees the case.

Sklar Kirsh, LLP serves as the Debtor's counsel.

Pacific Premier Bank, as lender, is represented by Mitchell B.
Ludwig, Esq. at Knapp, Petersen & Clarke.



CITY WIDE COMMUNITY: Sept. 8 Final Hearing on Affiliate's Cash Use
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, will hold a virtual hearing on September 8 to
consider access by Lancaster Urban Village Commercial, LLC, an
affiliate of City Wide Community Development Corp., of cash
collateral on a final basis.

Early this month, the Court authorized Commercial to use cash
collateral on an extended interim basis, until a July 13 hearing.

The Debtor's extended use of cash collateral was subject to the
budget for Commercial. If the Debtor believes that it will or need
to exceed a specific line item in the Budget, then the Debtor must
obtain written approval from the United States Trustee for a
variance in excess of 10%, or an order from the Court before the
Debtor can make that expenditure.

As adequate protection for the use of cash collateral, the affected
creditors were given a replacement lien in the amount of all
advances made under the Budget.

At the July 13 hearing, agreements with City of Dallas and the
United States of America were announced on record.

The Debtor reserves its right to seek an extension of the Order,
re-set another hearing on the Motion after July 13, continuance
date, or to file another motion seeking authority from the Court to
use cash collateral, and the United States Trustee reserves its
rights to object to any such requests. The Debtor reserves its
rights to contest the lien and/or secured claim of the City of
Dallas, and the City of Dallas reserves its right to object to any
such contest. The United States Trustee, City of Dallas, Legacy
/Prosperity Bank, N.A., Legacy Bank, N.A., now Prosperity Bank,
N.A., ST& H Management, Tax Core, Walker & Dunlop, PLLC, and
Catalyst Urban Development, LLC each reserves their respective
right to refuse to give consent for any future use of his/its/their
cash collateral once the Order expires, and the Debtor reserves the
right to object to that refusal.

A copy of the order is available at https://bit.ly/2TZJqX8 from
PacerMonitor.com.

             About City-Wide Community Development Corp.

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

City-Wide Community Development Corp. and affiliates Lancaster
Urban Village Residential, LLC and Lancaster Urban Village
Commercial, LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April
30, 2021.  In the petitions signed by Sherman Roberts, president
and chief executive officer, the Debtors disclosed $12,026,657 in
assets and $10,332,946 in liabilities.  

Judge Michelle V. Larson oversees the cases.

The Debtors tapped Wiley Law Group, PLLC, as legal counsel, Neal A.
Walker, CPA, P.C. as accountant, and Capstone Real Estate Services,
Inc. as property manager.


COBRA HOLDINGS: Moody's Assigns First Time B3 CFR, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Cobra
Holdings, Inc., including a corporate family rating of B3 and a
probability of default rating of B3-PD. Concurrently, Moody's
assigned a B2 rating to the Company's proposed senior secured first
lien credit facility, comprised of a $290 million term loan due
2028, a $75 million delayed draw term loan (unfunded at close,
18-month availability), and an undrawn $40 million revolver
maturing in 2026. Moody's also assigned a Caa2 rating to Cobra's
$105 million proposed senior secured second lien term loan due
2029. The combined proceeds from the debt issuances coupled with an
equity contribution will be used to finance the purchase of Cobra
by Clearlake Capital Group, L.P. from TA Associates Management,
L.P. which will retain a minority equity stake. The ratings outlook
is stable.

Assignments:

Issuer: Cobra Holdings, Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

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

Senior Secured First Lien Delayed Draw Term Loan, Assigned B2
(LGD3)

Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD6)

Outlook Actions:

Issuer: Cobra Holdings, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Cobra's (d/b/a Confluence Technologies, Inc., ("Confluence")) B3
CFR is principally constrained by the Company's concentrated
private equity ownership structure and tolerance for incremental
debt-financed acquisitions and shareholder distributions which are
indicative of an aggressive financial strategy that could constrain
deleveraging efforts. Pro forma trailing leverage is very high, at
approximately 10x (Moody's adjusted for operating leases, 12x
excluding EBITDA addbacks for changes in deferred revenue and
commissions). Cobra's credit profile is also negatively impacted by
the Company's limited scale and market share, limited segmental
diversity, and singular and very competitive end market comprised
primarily of software providers for asset managers and servicers in
the securities industry. The concentrated client base is also a
risk. These risks are partially offset by Cobra's established
market niche, large subscriber base including blue-chip
relationships with high retention rates, and a highly predictable
recurring revenue model as a provider of SaaS-based and licensed
software solutions to the financial services sector. The Company's
credit quality also benefits from Cobra' strong profitability
margins and expectations of improving free cash flow generation.

The B2 proposed first lien bank debt facility is rated one notch
above the CFR given its senior ranking in the capital structure
relative to the Company's second lien loan rated Caa2, rated two
notches below the CFR. The B2 rating on the first lien loans
reflects an LGD3 loss assessment, while the Caa2 rating on the
second lien loan reflects an LGD6 loss assessment. The instrument
ratings reflect the B3-PD PDR which implies an average recovery of
approximately 50% in Moody's assumed default scenario, in the
aggregate, across all creditors.

Cobra's adequate liquidity reflects limited internal sources of
cash and cash flows and lack of alternative liquidity over the next
12 months, but there is an undrawn $40 million revolving credit
facility and the term loans are covenant-lite (not subject to
financial covenants. The revolving credit facility has a springing
covenant based on a maximum net first lien leverage ratio which the
Company should be comfortably in compliance with over the next
12-18 months.

As proposed, the new credit facility is expected to provide
covenant flexibility that if utilized could adversely affect
creditors, including incremental debt capacity not to exceed the
greater of $52 million and 100% of Consolidated TTM EBITDA (may be
incurred with an earlier maturity date than the initial term
loans), plus amounts reallocated from the General Debt Basket, plus
additional amounts such that the First Lien Leverage Ratio does not
exceed 5.5x (if pari passu secured).

Additional covenant flexibility is provided by (i) the absence of
express "blocker" provisions limiting collateral "leakage" through
the transfer of assets to unrestricted subsidiaries; such transfers
are permitted subject to carve-out capacity and other conditions,
and (ii) 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 directly and
adversely affected lender must consent to amendments resulting in
any lien and/or payment subordination of the liens securing, or the
obligations under, the first lien facilities, unless offered to all
of the first lien lenders on a pro rata basis).

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

The stable outlook reflects Moody's expectation that Cobra's
revenues will increase (on an organic basis) by mid-single digit
percentage over the coming 12-18 months while operating leverage
drives strong EBITDA gains over the next 12 months. The Company's
material debt service costs associated with very high leverage will
constrain financial flexibility during this period. Leverage is not
expected to fall below 8x (9x excluding EBITDA addbacks for change
in deferred revenue and commissions) before the end of 2022.
Moody's expects the Company's interest coverage ratio to remain
below 1.5x adjusted EBITDA through 2022, limiting financial
flexibility.

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

The rating could be upgraded if Cobra maintains consistent revenue
and EBITDA growth while adopting and adhering to a more
conservative financial policy which prioritizes debt reduction such
that debt to EBITDA (Moody's adjusted) is sustained below 6.5x and
annual free cash flow is sustained above 5% of debt.

The rating could be downgraded if Cobra experiences a weakening
competitive position, incurs free cash flow deficits, or the
Company maintains aggressive financial policies that prevent
meaningful debt reduction and deleveraging.

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

Cobra, which will be principally owned Clearlake (following
completion of purchase transaction in 3Q21) and TA, provides,
primarily through a SaaS-based sales model, performance reporting,
analytics, regulatory reporting, risk and data solutions to capital
markets clients. Moody's forecasts that the Company will generate
sales of approximately $140 million in 2021.


COMMUNITY ECO POWER: Taps Bernstein Shur as Bankruptcy Counsel
--------------------------------------------------------------
Community Eco Power, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Bernstein, Shur, Sawyer & Nelson, P.A. to serve as legal counsel in
their Chapter 11 cases.

The firm's services include:

     (a) advising the Debtors with regard to the requirements of
the bankruptcy court, Bankruptcy Code, Bankruptcy Rules, Local
Rules, and the Office of the United States Trustee, as they pertain
to the Debtors;

     (b) advising the Debtors with regard to certain rights and
remedies of the bankruptcy estates and rights, claims, and
interests of creditors and bringing such claims as the Debtors, in
their business judgment, decide to pursue;

     (c) representing the Debtors in any proceeding or hearing in
the bankruptcy court involving the estates;

     (d) conducting examinations of witnesses, claimants, or
adverse parties, and representing the Debtors in any adversary
proceeding (except to the extent that any such adversary proceeding
is in an area outside of the firm's expertise);

     (e) reviewing and analyzing various claims of the Debtors'
creditors and treatment of such claims, and preparing, filing or
prosecuting any objections thereto or initiating appropriate
proceedings regarding leases or contracts to be rejected or
assumed;

     (f) preparing legal papers;

     (g) assisting the Debtors in the analysis, formulation,
negotiation and preparation of all necessary documentation relating
to the sale of their assets;

     (h) assisting the Debtors in the negotiation, formulation,
preparation and confirmation of a plan of reorganization; and

     (i) performing other necessary legal services.

The firm's hourly rates are as follows:

     D. Sam Anderson Attorney (Shareholder)       $430 per hour
     Adam R. Prescott Attorney (Shareholder)      $320 per hour
     Letson Douglass Boots Attorney (Associate)   $260 per hour
     Kyle D. Smith Attorney (Associate)           $250 per hour
     Angela Stewart (Paraprofessional)            $225 per hour
     Karla Quirk (Paraprofessional)               $210 per hour

Bernstein holds a general retainer in the amount of $28,602.50.

As disclosed in court filings, Bernstein is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     D. Sam Anderson, Esq.
     Bernstein, Shur, Sawyer & Nelson, P.A.
     100 Middle Street
     P.O. Box 9729
     Portland, ME 04104-5029
     Phone: (207) 774-1200
     Fax: (207) 774-1127
     Email: sanderson@bernsteinshur.com

                     About Community Eco Power

Pittsfield, Mass.-based Community Eco Power, LLC and its
affiliates, Community Eco Springfield, LLC and Community Eco
Pittsfield, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June
25, 2021.  In the petition signed by Richard Fish, president and
chief executive officer, Community Eco Power disclosed up to
$50,000 in assets and up to $10 million in liabilities.  Bernstein,
Shur, Sawyer and Nelson, PA is the Debtors' legal counsel.


COMMUNITY ECO POWER: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Community
Eco Power, LLC and its affiliates.

The committee members are:

     1. Helfrich Brothers Boiler Works, Inc.
        c/o Richard J. Pulsifer
        CFO - Committee Chairperson Pro Tem
        39 Merrimack Street
        Lawrence, MA 01810
        Tel: 978-683-7244
        E-mail: rpulsifer@HBBWINC.com

     2. North American Industrial Services, Inc.
        c/o Chris Scaringe, VP/General Counsel
        1240 Saratoga Road
        Ballston Spa, NY 12020
        Tel: 518-885-7638
        E-mail: Chris.Scaringe@enais.com

     3. NSTAR Electric Company d/b/a Eversource Energy
        c/o Honor S. Heath, Senior Counsel
        107 Selden Street
        Berlin, CT 06037
        Tel: 860-665-4865
        E-mail: Honor.heath@eversource.com
  
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent.  They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.

                  About Community Eco Power

Community Eco Power, LLC and affiliates, Community Eco Pittsfield,
LLC and Community Eco Springfield, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No.
21-30234) on June 25, 2021.

At the time of the filing, Community Eco Power disclosed up to
$50,000 in assets and up to $10 million in liabilities. Affiliates,
Community Eco Pittsfield and Community Eco Springfield, each
disclosed $1 million to $10 million in both assets and liabilities.
The petitions were signed by Richard Fish, president and chief
executive officer.  

D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith,
Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the
Debtors' bankruptcy attorneys.


COMMUNITY ECO: Taps Beveridge & Diamond as Special Counsel
----------------------------------------------------------
Community Eco Power, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Beveridge & Diamond, PC as their special counsel.

The firm's services include:

     (a) advising the Debtors on specialized environmental,
regulatory and related issues in their Chapter 11 cases on an
as-needed basis as determined by the Debtors and their bankruptcy
counsel; and

     (b) advising the Debtors in connection with state and federal
environmental compliance and enforcement actions, and defending the
Debtors in environmental litigation and regulatory appeals, to the
extent that such issues may arise during their Chapter 11 cases and
are not otherwise handled by their bankruptcy counsel.

The firm's hourly rates are as follows:

     Stephen M. Richmond, Principal   $715 per hour
     Jeanine Grachuk, Principal       $560 per hour
     Brook Detterman, Principal       $550 per hour

Beveridge & Diamond holds a general security retainer in the amount
of $12,916.80.

Stephen Richmond, Esq., a principal at Beveridge & Diamond,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Stephen M. Richmond, Esq.
     Beveridge & Diamond, PC
     155 Federal Street, Suite 1600
     Boston, MA 02110
     Phone: +1 617-419-2300
     Email: srichmond@bdlaw.com

                     About Community Eco Power

Pittsfield, Mass.-based Community Eco Power, LLC and its
affiliates, Community Eco Springfield, LLC and Community Eco
Pittsfield, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June
25, 2021.  In the petition signed by Richard Fish, president and
chief executive officer, Community Eco Power disclosed up to
$50,000 in assets and up to $10 million in liabilities.  Bernstein,
Shur, Sawyer and Nelson, PA is the Debtors' legal counsel.


COSMOLEDO LLC: Santander Bank Complains of Missing Claim in Plan
----------------------------------------------------------------
Santander Bank, N.A. filed a limited objection to the Disclosure
Statement in support of the Chapter 11 Plan of Liquidation of
Cosmoledo, LLC and affiliates.

Santander asserts a secured claim against Debtor Cosmoledo and
complained that its secured claim is neither provided for in the
Plan nor mentioned in the Disclosure Statement.

Santander related that on or about March 30, 2016, at the request
of Cosmoledo, Santander issued a standby letter of credit for
$50,000 for the benefit of American Express Travel Related Services
Company, Inc.  In connection with the issuance of the Letter of
Credit, Santander and Cosmoledo entered into an Application and
Agreement for Standby Letter of Credit, which Cosmoledo executed on
March 25, 2016.  At Cosmoledo's request, the Letter of Credit was
periodically renewed.

To secure the payment of its obligations to Santander pursuant to
the LC Agreement, on or about February 20 2020, Cosmoledo executed
an Assignment of Deposit Account granting Santander a security
interest in a designated money market account on deposit with
Santander, which at the time had a principal balance of $50,000.

On or about October 12, 2020, AmEx made a partial draw under the
Letter of Credit through Standard Chartered Bank for $8,361, plus
bank charges due to Standard Chartered Bank of $285, making a total
draw amount of $8,645.98, which amount Santander paid to Standard
Chartered Bank on October 14, 2020.

Santander asserted it is presently entitled to payment of the
amount paid to Standard Chartered Bank for the benefit of AmEx
($8,646) plus Santander's draw charge ($300).  In addition,
interest on these amounts continues to accrue at the per annum rate
of 9.25%, which increases the claim of Santander by the per diem
amount of $2.30 for each day from October 14, 2020 until the amount
is paid in full.  Cosmoledo has not made any payments to Santander
on account of its obligations under the LC Agreement.  All amounts
due to Santander under the LC Agreement, including all interest
accruing thereon since October 14, 2020, are secured by the funds
on deposit in the Account, which constitute cash collateral.

Santander averred that since the Plan fails to classify or propose
any treatment of its secured claim against Cosmoledo, the Debtors
will not be able to satisfy the confirmation requirements of
Sections 1122(a) and 1129(a) of the Bankruptcy Code.  Santander
said it will raise that objection at the appropriate time.
However, the failure to disclose the associated risk to
confirmation or how it will impact creditors should be addressed in
the Disclosure Statement before the Debtors solicit acceptances,
Santander said.

A copy of the objection is available for free at
https://bit.ly/2VDBb3l from Donlin Recano, claims agent.

Hearing on the matter is set for July 20, 2021 at 10 a.m.

Counsel to Santander Bank, N.A.:

   Michael J. Venditto, Esq.
   Reed Smith LLP
   599 Lexington Avenue
   New York, NY 10022
   Telephone: 212-521-5400
   Facsimile: 212-521-5450

                        About Cosmoledo LLC

Cosmoledo, LLC and affiliates own and operate 16 fine-casual
bakery-cafes in New York City under the trade name "Maison Kayser."
Maison Kayser -- https://maison-kayser-usa.com/ -- a global brand,
is an authentic artisanal French boulangerie that has been doing
business in New York since 2012.

Cosmoledo and its affiliates, including Breadroll, LLC, sought
Chapter 11 protection (Bankr. S.D.N.Y Lead Case No. 20-12117) on
September 10, 2020.

In the petitions signed by CEO Jose Alcalay, Debtors were estimated
to have assets in the range of $10 million to $50 million, and $50
million to $100 million in debt.

Judge Michael E. Wiles oversees the case. The Debtors have tapped
Mintz & Gold LLP as their bankruptcy counsel, and CBIZ Accounting,
Tax and Advisory of New York LLC as their financial advisor,
accountant, and consultant. Donlin Recano & Co., Inc., is the
claims agent.

The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The committee
is represented by Hahn & Hessen LLP.




DETROIT SERVICE: S&P Raises 2011 Long-Term Bonds Rating to 'BB-'
----------------------------------------------------------------
S&P Global Ratings raised its long-term rating to on Michigan
Finance Authority's series 2011 public school academy limited
obligation revenue and refunding bonds, issued for Detroit Service
Learning Academy (DSLA) 'BB-' from 'B'. At the same time, S&P
removed the rating from CreditWatch with developing implications.
S&P also assigned its 'BB-' long-term rating to DSLA's series 2021
public school academy refunding bonds. The outlook on all ratings
is stable.

"The CreditWatch resolution reflects our view of DSLA's plans to
refinance all of its existing debt in July of 2021, which would
sufficiently address our view of the refinancing and cross default
risks associated with the $6.075 million bullet maturity on its
series 2014 privately placed bonds (unrated) coming due on Sept. 1,
2021," said S&P Global credit analyst Mel Brown. Additionally, DSLA
has obtained a signed term sheet from the current holder on the
unrated bonds to extend its current maturity out to Sept. 1, 2023,
in the event that the school is unsuccessful in closing on the
series 2021 public offering. This added protection ultimately
addresses our view of the risk of default on the series 2014 bonds
coming due in less than 90 days; moreover, extending the term of
the series 2014 does not constitute a cross-default on the series
2011 debt, should that occur.

"The upgrade reflects our view of the resolution of the contingent
liquidity risk, DSLA's recent five-year charter renewal in 2021,
extending through 2026; material continued improvement in financial
performance translating to lease-adjusted MADS coverage and days'
cash on hand growth over the past few audited years; and the
expectation for stability in fiscal years 2021 and 2022," added Ms.
Brown. "Our view of the rating is also supported by DSLA's good
demand profile and expectations for enrollment to remain steady
above 1,300 students over the next year."

The stable outlook reflects our view that during the outlook
horizon, the school will successfully address its bullet maturity
associated with the series 2014 bonds, maintain sufficient
liquidity levels for operations, and sustain steady enrollment and
demand.



DJM HOLDINGS: Bungalow Series IV Opposes Plan & Disclosures
-----------------------------------------------------------
U.S. Bank Trust National Association, as Trustee of the Bungalow
Series IV Trust ("Creditor"), objects to the proposed Chapter 11
Plan and Disclosure Statement of DJM Holdings, Ltd.

The property in question is real estate located at 544 EAST 253RD
STREET EUCLID, OH 44132. The Debtor's plan and disclosure statement
proposes to pay the secured amount of $26,803.17 (value of
$28,000.00 minus $1,196.83 real estate tax) over 30 years amortized
at 6%. Creditor holds a secured claim in the amount of $69,545.86,
and will be filing its Proof of Claim contemporaneously. Creditor
has filed its "Notice of Election Under 11 U.S.C. § 1111(b)(2),
and specifically elects pursuant to 1111(b) of Chapter 11, Title 11
U.S.C. application of Paragraph (2) of §1111(b). Creditor demands
that its proof of claim be paid in full as filed.

In the event that the Court should deny the 1111(b)(2) election for
any reason, Creditor believes that Debtor has undervalued the
property in question, and Creditor requests permission to perform a
full exterior and interior appraisal. The Debtor's Chapter 11 Plan
does not adequately protect the Creditor's interest in said
Property and should be denied confirmation. Debtors' Disclosure
Statement must be amended.

A full-text copy of the Creditor's objection dated July 15, 2021,
is available at https://bit.ly/3xQ6MNF from PacerMonitor.com at no
charge.  

Attorney for Creditor:

     Jon J. Lieberman
     Sottile & Barile, Attorneys at Law
     394 Wards Corner Road, Suite 180
     Loveland, OH 45140
     Phone: 513.444.4100
     Email: bankruptcy@sottileandbarile.com

                       About DJM Holdings

Concord-based DJM Holdings Ltd is the fee simple owner of 38
properties in Ohio, having a total current value of $1.02 million.

DJM Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021.  At the
time of the filing, the Debtor disclosed $1,144,439 in assets and
$2,816,538 in liabilities.  Judge Arthur I. Harris oversees the
case.  The Debtor is represented by Forbes Law, LLC.


DJM HOLDINGS: Lodge Series III Opposes Plan & Disclosures
---------------------------------------------------------
U.S. Bank Trust National Association, as Trustee of the Lodge
Series III Trust ("Creditor"), objects to the proposed Chapter 11
Plan and Disclosure Statement of DJM Holdings, Ltd. The objection
is supported by the following memorandum.

The property in question is real estate located at 15400 FERNWAY
DRIVE MAPLE HEIGHTS, OH 44137. The Debtor's plan and disclosure
statement proposes to pay the secured amount of $18,228.73 (value
of $26,000.00 minus $7,771.27 real estate tax) over 30 years
amortized at 6%. Creditor holds a secured claim in the amount of
$93,923.17. Creditor has filed its "Notice of Election Under 11
U.S.C. § 1111(b)(2), and specifically elects pursuant to 1111(b)
of Chapter 11, Title 11 U.S.C. application of Paragraph (2) of
§1111(b). Creditor demands that its proof of claim be paid in full
as filed.

In the event that the Court should deny the 1111(b)(2) election for
any reason, Creditor believes that Debtor has undervalued the
property in question, and Creditor requests permission to perform a
full exterior and interior appraisal. The Debtor's Chapter 11 Plan
does not adequately protect the Creditor's interest in said
Property and should be denied confirmation. Debtors' Disclosure
Statement must be amended.  

A full-text copy of the Creditor's objection dated July 15, 2021,
is available at https://bit.ly/3kvcMHH from PacerMonitor.com at no
charge.

Attorney for Creditor:

     Jon J. Lieberman
     Sottile & Barile, Attorneys at Law
     394 Wards Corner Road, Suite 180
     Loveland, OH 45140
     Phone: 513.444.4100
     Email: bankruptcy@sottileandbarile.com

                       About DJM Holdings

Concord-based DJM Holdings Ltd is the fee simple owner of 38
properties in Ohio, having a total current value of $1.02 million.

DJM Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021.  At the
time of the filing, the Debtor disclosed $1,144,439 in assets and
$2,816,538 in liabilities.  Judge Arthur I. Harris oversees the
case.  The Debtor is represented by Forbes Law, LLC.


ENCORE CAPITAL: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Encore Capital Group, Inc.'s Long-Term
Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. Fitch
has also affirmed Encore's super-senior secured private placement
notes at 'BBB-' and its senior secured debt issues at 'BB+'.

Operating in both the US and in Europe, Encore purchases portfolios
of defaulted receivables from financial service providers including
banks, credit unions, consumer finance companies and commercial
retailers. In 2020 it implemented a new global funding structure,
under which the previously legally separate funding structures of
its US and European businesses were combined, with the majority of
Encore's debt now equally guaranteed by most subsidiaries across
the group.

These rating actions are being taken in conjunction with a global
debt purchaser sector review, covering six publicly rated firms.
For more information on the sector review.

KEY RATING DRIVERS

IDR

Encore's Long-Term IDR reflects its leading franchise in the debt
purchasing sector in its chosen markets, its strong recent
profitability and its low leverage relative to the sector. These
factors are counter-weighted by the concentration of activities on
debt purchasing and the longer-term need to maintain access to
funding with which to purchase receivables to support earnings
growth.

The ratings also take into account the challenges for the sector
from subdued supply of non-performing loans amid recent
governmental economic support measures, the potential for
collections to slow as these measures are phased out and the
ongoing need to adhere to evolving regulatory requirements on
customer treatment.

The Stable Outlook reflects Fitch's view that medium-term risks to
estimated recoveries from asset portfolios in the light of the
Covid-19 pandemic are adequately mitigated by the company's current
profitability and leverage.

Encore maintains a leadership position in the debt purchasing
sector, focusing principally on the structurally deep credit
markets of the US and the UK. It has a track record of over 25
years and a highly experienced management team.

In 2020 Encore reported record annual pre-tax earnings of USD282.9
million, despite having incurred a pre-tax loss of USD6.0 million
in 1Q20 when it remodelled its collection expectations more
conservatively against the backdrop of the onset of the pandemic.
Collections proved very strong over the remaining nine months of
the year, as consumers made use of economic support provided by
governments to pay down debt.

Lockdown conditions had some adverse impact on collections in
Spain, but this accounts for only a small proportion of Encore's
business in comparison with the US (66% of 2020 revenue) and the UK
(most of the rest), where it experienced much less disruption.

Strong collections continued in 1Q21, when Encore reported pre-tax
income of USD122 million. However, portfolio purchases of USD170
million were below prior-year levels in view of reduced supply,
reducing estimated remaining collections to USD8.3 billion (2.6x
their balance sheet value) from USD8.4 billion at end-2020.

Fitch's primary leverage metric for debt purchasers is gross debt
to adjusted EBITDA (including adjustments for portfolio
amortisation), consistent with the business model's asset-based
cash-generation characteristics. Fitch calculates Encore's gross
debt-to-adjusted EBITDA ratio at end-2020 as 2.5x, which compares
favourably with the typical profile of European debt purchasers.
Fitch also considers debt-to-tangible equity as a complementary
leverage metric.

Until 2019 Encore's tangible equity position was negative because
of the significant goodwill carried, but successive years'
profitability have been strengthening its capital base, and in 2020
tangible equity increased to USD313 million from USD141 million.
Fitch expects growth to continue, notwithstanding the introduction
in 1H21 of a share repurchase programme deriving from the lower
portfolio investment opportunities.

At end-1Q21 Encore had comfortable available liquidity of USD662
million, via cash and undrawn RCF headroom. Additional funding
sources were principally secured, in the form of USD1.6 billion of
senior secured notes, USD137 million of outstanding super-senior
private placement notes and a USD482 million asset-backed facility,
supplemented by unsecured convertible and exchangeable notes
totalling USD423 million.

Several new issues of senior secured notes since implementation of
the global funding structure have significantly extended the
maturity profile of Encore's funding, and reduced its average cost.
While the debt purchasing business model requires replenishment of
assets over the longer term with fresh portfolio acquisitions,
companies have the option over shorter periods to moderate their
rate of investment to match cash flows from existing portfolios,
and therefore conserve liquidity.

SUPER-SENIOR SECURED NOTES

Encore's 5.625% super-senior private placement notes rank equally
with its multi-currency revolving credit facility, and super-senior
to other senior secured debt. The notes' rating is notched up once
from Encore's 'BB+' IDR, reflecting Fitch's expectation of
above-average recovery prospects. Under Fitch's NBFI Rating
Criteria upward notching of secured debt from sub-investment grade
issuers is capped at 'BBB-'.

SENIOR SECURED NOTES

Encore's senior secured notes are guaranteed by most group
subsidiaries and rank equally with other senior secured
obligations. Their rating is equalised with Encore's Long-Term
Issuer Default Rating, reflecting the prior claim on available
security of the higher-ranking super-senior debt level. This
results in Fitch expecting average rather than above-average
recoveries for Encore's senior secured notes.

Encore has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security in view of the importance
of fair collection practices and consumer interactions and the
regulatory focus on them, particularly in the US, where the
Consumer Financial Protection Bureau in 4Q20 published new rules
governing collection and disclosure procedures.

Fitch has also assigned an ESG Relevance Score of '4' for Financial
Transparency on account of the significance of internal modelling
to portfolio valuations and associated metrics such as estimated
remaining collections. These factors have negative influences on
the rating, but their impacts are only moderate, and they are
features of the debt purchasing sector as a whole, and not specific
to Encore.

RATING SENSITIVITIES

IDR

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

-- Maintenance of gross debt/adjusted EBITDA leverage
    consistently below 2.5x, while also developing a significant
    tangible equity position via significant retention of profits;

-- Demonstration of ongoing earnings resilience despite near-term
    contraction of NPL supply and medium-term uncertainty as to
    customer repayment performance as economic support measures
    are phased out.

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

-- A sustained fall in cash collections, such as to give rise to
    materially reduced earnings generation or write-down of the
    value of portfolio investments;

-- Failure to adhere to management's public leverage guidance of
    maintaining a net debt to adjusted EBITDA ratio of 2x-3x;

-- A material adverse operational event or regulatory
    intervention such as to undermine franchise strength or
    business model resilience.

SUPER-SENIOR AND SENIOR SECURED DEBT

The ratings of the super-senior and senior secured notes are
primarily sensitive to changes in Encore's IDR. However, a
downgrade of Encore's IDR would not automatically lead to negative
rating action on the notes, depending on Fitch's view of the likely
impact on recoveries of the circumstances giving rise to the
downgrade.

Changes to Fitch's assessment of relative recovery prospects for
senior secured debt in a default (e.g. as a result of a material
shift in the proportion of Encore's debt which is either super
senior or unsecured) could also result in the senior secured debt
rating being notched up or down from the IDR.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

Encore has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to the importance of
fair collection practices and consumer interactions and the
regulatory focus on them, particularly in the US, where the
Consumer Financial Protection Bureau in 4Q20 published new rules
governing collection and disclosure procedures.

Encore also has an ESG Relevance Score of '4' for Financial
Transparency due to the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections. These factors have negative influences on
the rating, but their impacts are only considered moderate, and
they are features of the debt purchasing sector as a whole, and not
specific to Encore.

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.


EXC HOLDINGS III: Moody's Upgrades CFR to B2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded the ratings for EXC Holdings III
Corp. (dba Excelitas) including the company's Corporate Family
Rating to B2 from B3 and Probability of Default Rating to B2-PD
from B3-PD. At the same time, Moody's also upgraded the company's
first lien senior secured credit facilities' rating to B1 from B2
and second-lien senior secured credit facility to Caa1 from Caa2.
The outlook is stable.

The ratings upgrade reflects continued improvement in Excelitas'
performance and credit metrics over the last several years,
resulting in reduction in adjusted debt-to-EBITDA (leverage) to
6.0x as of March 2021. Backlog and order bookings reflect ongoing
strength in demand levels which will lead to higher profitability
and cash flows over the course of 2022.

Excelitas is also seeking to raise $110 million of incremental term
loan to fund the acquisition of PCO-Tech AG. This transaction will
increase leverage to 6.3x on pro forma basis, however Moody's
expect leverage to decline comfortably below 6.0x over the next
12-18 months. The company has demonstrated a track record of
acquisition integration and deleveraging post-transactions.
Importantly, Moody's forecasts the company will generate over $40
million of free cash flow in 2021, bolstering its already good
liquidity, which is supported by over $200 million of cash and
availability under its revolving credit facility.

The following rating actions were taken:

Upgrades:

Issuer: EXC Holdings III Corp.

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

Corporate Family Rating, Upgraded to B2 from B3

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

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

Outlook Actions:

Issuer: EXC Holdings III Corp.

Outlook, Remains Stable

RATINGS RATIONALE

Excelitas' B2 CFR broadly reflects the company's high financial
leverage and inherent volatility in its end markets. Contracts in
certain business segments such as land equipment and advanced
electronic systems are lumpy in nature, and the company's revenue
is susceptible to macroeconomic conditions and foreign currency
fluctuation. In addition, the company's acquisitive growth strategy
can exacerbate volatility in credit metrics and creates ongoing
integration risk.

Nonetheless, the ratings are supported by Excelitas' entrenched
market position in the highly specialized and custom designed
photonics space that creates stickiness with its blue-chip
customers. The ratings also benefit from Excelitas' scale and good
diversity across customers, geographies, and end markets that
partially mitigates the downside risk in a weak market
environment.

The stable outlook reflects Moody's expectation of modestly
improving credit metrics with leverage comfortably below 6.0x and
good liquidity over the next 12-18 months.

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

Ratings could be upgraded if the company's scale and backlog
continue to grow while maintaining EBITDA margin above 20%.
Adjusted debt-to-EBITDA maintained below 5.0x and free cash flow to
debt sustained in the high single digits would also support a
rating upgrade.

Ratings could be downgraded if earnings weaken or debt increases
such that leverage is sustained above 6.5x or free cash flow to
debt falls below 3%.

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

Headquartered in Waltham, Massachusetts, Excelitas is a global
manufacturer of custom designed solutions that generate, detect,
process and harness light that are used in various application in
aerospace and defense, life sciences and industrial sectors. The
company is owned by private equity firm AEA Investors. Sales in
last twelve months to March 2021 were $971 million.


FIRST ADVANTAGE: Moody's Upgrades CFR to B1 Amid Recent IPO
-----------------------------------------------------------
Moody's Investors Service upgraded First Advantage Holdings, LLC's
("First Advantage", "FA") corporate family rating to B1 from B2 and
its probability of default rating to B1-PD from B2-PD.
Concurrently, Moody's upgraded the B1 rating on First Advantage's
senior secured first-lien credit facility (term loan) and assigned
a B1 rating to the upsized $100 million, first-lien revolving
credit facility due 2026. Moody's also assigned an SGL-1
Speculative Grade Liquidity rating.

The rating upgrade is driven by the material reduction of leverage,
to about 3.9x from 5.3x (Moody's adjusted and expensing all
capitalized software cost) as of March 31, 2021, following First
Advantage's repayment of approximately $200 million of its first
lien term loan using proceeds from the IPO. Other governance
considerations in the rating action include First Advantage's
stated leverage target, expectation of balanced financial policy
and significant sponsor ownership following the IPO.

Moody's adjusted debt-to-EBITDA is expected to decline towards 3.5x
at the end 2021, driven by Moody's expectations for strong revenue
and EBITDA growth. The rating upgrade is also supported by the
expectation that, as a publicly traded company with a stronger
balance sheet, First Advantage will maintain more moderate
financial policy. Silver Lake Partners still retains a significant
ownership interest in the company, with remaining shares held by
Workday, Inc., public shareholders and management.

Upgrades:

Issuer: First Advantage Holdings, LLC

Corporate Family Rating, Upgraded to B1 from B2

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

Senior Secured Bank Credit Facility, Upgraded to B1 (LGD3) from B2
(LGD3)

Assignments:

Issuer: First Advantage Holdings, LLC

Speculative Grade Liquidity Rating, Assigned SGL-1

Senior Secured First Lien Revolving Credit Facility, Assigned B1
(LGD3)

Outlook Actions:

Issuer: First Advantage Holdings, LLC

Outlook, Remains Stable

RATINGS RATIONALE

The B1 CFR reflects First Advantage's strong global market position
and screening capabilities that include services that are deeply
embedded into clients' human resource, security and risk management
functions and entail high switching costs. The company's credit
profile benefits from good end-user industry diversification,
long-standing relationships with its blue-chip customers, high
retention rates of around 95% as of 2020 and no significant
customer concentration. First Advantage has industry-leading EBITDA
margins and capacity to manage its cost base in uncertain economic
environments which helps to preserve margins. Moody's believes that
the company's continuous focus on efficiency driven by robotic
process automation (RPA), along with procurement and productivity
initiatives could support further margin expansion.

The company's rating is constrained by its moderate operating scale
and narrow product focus, operations within highly competitive and
fragmented market segments, and moderate social and reputational
risks. Despite public ownership, the company remains
sponsor-controlled which, in Moody's view, elevates the risk of
aggressive growth or shareholder return strategies.

The stable outlook reflects Moody's anticipation of further
deleveraging, such that debt-to-EBITDA will trend towards 3.0x over
the next 12-18 months. The stable outlook also assumes the company
will maintain a very good liquidity profile, including free cash
flow-to-debt (Moody's adjusted) in excess of 15%.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation that First Advantage will maintain very good liquidity
over the next 12-18 months. Sources of liquidity consist of robust
cash balances in excess of $200 million following its IPO and debt
paydown, expectation for strong free cash flow generation to debt
in the low- to mid-teens, and full access to a $100 million
revolving credit facility due 2026 (undrawn as of March 31, 2021).
There are no financial maintenance covenants under the first-lien
term loan, but the revolving credit facility is subject to a
springing maximum first-lien net leverage ratio if the amount drawn
exceeds 35% of the revolving credit facility. Moody's does not
expect the company to utilize the revolver during the next 12-18
months, and it will remain well in compliance with the springing
first-lien net leverage covenant, if tested.

Debt capital comprises a $100 million senior secured revolving
credit facility due July 2026, and a $566 million (balance after
$200 million, IPO-related paydown) first-lien senior secured term
loan due January 2027. The B1 lien credit facility rating, on par
with the B1 CFR, reflects the preponderance of debt represented by
the first-lien term loan and revolver, as the loss absorption that
had been provided by the $145 million second-lien term loan has
been removed with the company's debt restructuring transactions in
February 2021.

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

Moody's could upgrade the ratings if the company expands its
operating scale and demonstrates a track record of balanced
financial policy while maintaining very good liquidity, with the
expectation of a material reduction of private-equity ownership in
the company to 50% or less. Quantitatively, the ratings could be
upgraded if debt reductions combined with sustained earnings growth
leads to an improvement in credit metrics such that debt-to-EBITDA
(Moody's adjusted and expensing all capitalized software costs) is
sustained below 3.5x and free cash flow-to-debt (Moody's adjusted)
is maintained in the upper-teens.

The ratings could be pressured if operating performance is weaker
than expected or free cash flow-to-debt (Moody's adjusted) is below
10% on sustained basis. The ratings could also be downgraded if
Moody's believes that the company's debt-to-EBITDA (Moody's
adjusted) will be sustained above 4.5x times.

FA, headquartered in Atlanta, GA, provides screening and
background-check services to a variety of industries, including
retail, industrial, professional services, finance, staffing, and
healthcare. Services include criminal record checks, education and
employment verification, credit score standings, drug testing and
fingerprinting. FA also generates revenue from other services such
as tax-credit screening for federal- and state-related tax
incentive programs, fleet vehicle services, driver qualification
services and multi-family housing applicant screening. Following
the June 2021 IPO, FA is a publicly traded company on NASDAQ: FA.
The company generated revenue of approximately $530 million in the
last twelve months ending March 2021. FA is majority-owned by
Silver Lake Partners, with remaining shares held by Workday, public
shareholders and management.

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


FIRST ADVANTAGE: S&P Upgrades ICR to 'B+' Following IPO
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Atlanta-based
background screening services provider First Advantage Holdings LLC
(NASDAQ: FA) to 'B+' from 'B' and its issue-level rating on its
first-lien secured credit facility to 'BB-' from 'B'. At the same
time, S&P revised its recovery rating on the first-lien facility to
'2' from '3' to reflect its improved recovery prospects following
the company's debt reduction.

S&P said, "We expect the company's financial risk tolerance to
moderate following the IPO. We forecast First Advantage will reduce
its S&P Global Ratings-adjusted gross leverage below 4x by year-end
2021 on a strong increase in its organic revenue and $200 million
of debt repayment. We expect the company's reduced interest expense
and expanding EBITDA to provide it with healthy cash flow
generation over the next 12-24 months."

First Advantage's large cash balances and smaller acquisition
targets limit the risk of an increase in its gross leverage. Pro
forma for the IPO, the company's cash balances increased to about
$250 million. S&P said, "We expect First Advantage will likely
target small- to mid-tier background screeners and/or third-party
data providers for acquisitions. Nevertheless, the EBITDA purchase
multiples for background screeners can reach the low-double digits
depending on the target's scale, end-market exposure, and customer
type. Therefore, we would expect a quicker cash drawdown and higher
leverage if First Advantage pursues larger debt-funded
acquisitions."

S&P said, "First Advantage's financial-sponsor control limits our
financial policy assessment. Silver Lake retains about 75% equity
interest in the company following its IPO and we don't expect the
financial sponsor to relinquish its controlling position in the
near term. This limits our assessment of First Advantage's
financial policy because financial sponsors may pursue aggressive
policies to maximize their investment returns, including
debt-funded share repurchases or dividends.

"The stable outlook reflects our expectation for solid operating
performance, including sustained S&P Global Ratings-adjusted gross
leverage in the 3.5x-4.5x range, as First Advantage executes its
growth initiatives."

S&P could lower its rating on First Advantage over the next 12
months if S&P expects its S&P Global Ratings-adjusted leverage to
rise and remain above 5x or its FOCF to debt weakens to the 5%
area, likely because of:

-- A change in its financial policy involving debt-funded
shareholder returns or acquisitions;

-- Sustained revenue declines primarily due to lower screening
volumes and weaker retention rates stemming from increased
competition; or

-- Deteriorating EBITDA margins due to higher third-party data
costs or increased investments to remain competitive.

S&P could raise its rating on First Advantage over the next 12
months if:

-- Silver Lake decreases its equity stake below 40%; and

-- S&P expects the company to sustain S&P Global Ratings-adjusted
leverage of less than 4x and FOCF to debt of more than 15%.

The company improves scale by growing with existing blue-chip
customers, winning market share, accelerating international growth
and expanding revenue streams from new products.



FREMONT HILLS: Unsecureds to Get $500K w/o Interest in 18 Months
----------------------------------------------------------------
Fremont Hills Development Corporation filed with the U.S.
Bankruptcy Court for the Northern District of California a
Disclosure Statement and Chapter 11 Plan.

This is a single asset real estate case consisting of a proposed,
mixed use multifamily residential and retail development ["Project"
as contemplated when construction is completed] of 297,790 square
foot gross (252,662 square foot net rentable) on 12.62 acres in the
Fremont foothills ["Property"] with frontage on Interstate 680.

On March 14, 2021, Melissa M. Downing, MAI of Joseph J. Blake and
Associates, Inc., re-appraised the Property and opined that the "as
is" market value of the fee simple estate as of March 10, 2021 is
$24,800,000.  The projected "as complete" market value is projected
as $138,200,000 as of Sept. 1, 2022 and the prospective "as
stabilized" market value of the fee simple estate is $148,800,000.
Notwithstanding the recent appraisal, Debtor values the Property at
$37,000,000, an amount that is estimated to be sufficient to fully
secure the principal of 2501 Cormack, LLC's lien.

On confirmation, with financing that has already been arranged,
Debtor intends to resume construction. The estimated cost of
construction, at labor rates and material costs are estimated at
$80,000,000. Debtor projects that the time for construction is
18-24 months.

Class 3 consists of the 2501 Cormack, LLC Claim. In addition to any
payment that 2501 Cormack, Inc. is entitled to as to any security
interest in real property, it shall be paid $13,060 without
interest for its security interest in personal property. Such
amount shall be paid in a single lump sum payment due within 120
days of the Effective Date of the Plan. There shall be no interim
monthly payments. The Class 3 Creditor is impaired.

Class 4 consists of the Grand Ocean Holdings Claim. Debtor will pay
nothing to the Class 4 creditor as a secured claim. The Class 4
claim whose lien is stripped is treated as a Class 8 General
Unsecured Creditor. This secured claim is impaired.

Class 3 consists of the Claims of Ahern Rentals, Queens Land
Builder, Inc., HD Supply, Dayton Superior, Sunbelt Rentals, Inc.,
Finnco and Earth Systems Pacific. Debtor will pay nothing to those
creditors as secured claims. Any Eligible Class 5 claimant whose
lien is stripped may elect to be treated either as a Class 7
Claimant (Class 7 Election) or it will be treated as a Class 8
Claimant. These secured claims are impaired.

The allowed amount of the unsecured or under-secured Bay Area
Investment Fund, LLC (BAI) claim, and the allowed amount of the
unsecured or under-secured part of the 2501 Cormack, Inc. real
property claim (Claim 2b) claim shall be treated as a Class 6
claim. These claimants shall be paid 7% of their allowed claim
without interest in 18 equal monthly payments commencing on the
first day of the 6th month after the Project Completion Date. Class
6 claimants are impaired.

Class 7: Any Eligible Class 5 Claimant which make a timely Class 7
Election shall receive 50% of its allowed claim payable without
interest in 18 equal monthly payments commencing on the first day
of the 6th month after the Project Completion Date. Class 7 is
impaired.

Class 8 consists of Other General Unsecured Creditors. The allowed
claims of general unsecured creditors shall receive a pro-rata
share of a fund of $500,000 payable without interest in 18 equal
monthly payments commencing on the first day of the month that is
180 days from the Project Completion Date. These Class 8 creditors
are impaired.

The holders of the stock in Debtor shall retain their interest as
that interest is set forth in the books and records of the Debtor
on the date of confirmation. Equity Security Holders are not
entitled to Vote on the Plan.

All of the outstanding stock in Debtor is owned by Gadsden Growth
Properties, L.P. The general partner is Gadsden Growth Properties,
Inc. Debtor has identified Nirvana Property Group, LLC which has
agreed to acquire 100% of stock in the Debtor for $300,000 payable
in payments. Debtor will bring a motion authorizing the sale of the
stock. Nirvana, through its own funds and through its lender
contacts, is able to fund the plan.

A full-text copy of the Disclosure Statement dated July 15, 2021,
is available at https://bit.ly/3xHrlM5 from PacerMonitor.com at no
charge.

Attorneys for the Debtor:

     NANCY WENG
     ARASTO FARSAD
     FARSAD LAW OFFICE, P.C.
     1625 The Alameda, Suite 525
     San Jose, CA 95126
     Tel: (408) 641-9966
     Fax: (408) 866-7334

          About Fremont Hills Development Corporation

Fremont Hills Development Corporation sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
21-50240) on Feb. 24, 2021, listing under $1 million in both assets
and liabilities.  Jae Ryu, chief financial officer, signed the
petition.  Judge Stephen L. Johnson oversees the case.  Farsad Law
Office, PC, serves as the Debtor's legal counsel.


GDC TECHNICS: Unsecureds to Recoup 30% to 100% of Allowed Claims
----------------------------------------------------------------
GDC Technics, LLC filed with the Bankruptcy Court a Disclosure
Statement.

The proposed Plan provides at least $11.5 million in cash
recoveries to unsecured creditors with Allowed Claims.  The Plan's
proposed reorganization positions the Debtor to expand the market
for its state of the art "Falcon 300" aircraft connectivity
technology to existing partners and new customers around the globe,
while supporting continued execution of the high-quality VIP, VVIP
and head of state aircraft modifications for which the Debtor is
renowned.

The Debtor will reorganize and recapitalize through a transaction
with MAZAV Management LLC -- the Sponsor, the DIP Lender and an
affiliate of the Debtor.  The transaction proposed under the Plan
issues New Membership Interests in either the Reorganized Debtor or
its sole member and parent Oriole Aviation, LLC to the Sponsor (or
entities determined by the Sponsor).  On the Effective Date, the
Sponsor shall receive 100% ownership of the Reorganized Debtor.

In consideration for the new equity interests in the Reorganized
Debtor, the Debtor will receive (i) an Exit Facility of up to
$250,000; (ii) a reduction of the DIP Lender Claim by $1,000,000;
(iii) the extension of and modification of terms of repayment of
the DIP Facility; and (iv) a cash payment of $5,000,000, which will
vest in the newly formed Liquidating Trust for the benefit of
unsecured creditors.

The Debtor, the Sponsor, the Prepetition Secured Lender, and the
Committee negotiated a Restructuring Support Agreement, providing
the global settlement and restructuring terms effectuated in the
Plan.

  The Liquidating Trust

The Plan creates the Liquidating Trust to hold and distribute
assets on behalf of the Debtor's unsecured creditors. The
Liquidating Trust will receive the following to fund unsecured
creditor recoveries:

-- $5 million funded by the Sponsor to the Liquidating Trust;

-- $5 million funded by the Reorganized Debtor through semi-annual
payments of $1.25 million to the Liquidating Trust;

-- The first $1.5 million in proceeds from the Reorganized
Debtor's liquidation of excess inventory and other assets plus half
of any proceeds in excess of $3 million;

-- 50% of the net recovery from the Reorganized Debtor's
litigation against The Boeing Company; and

-- All claims and Causes of Action not otherwise released or
retained by the Reorganized Debtor.

In exchange for this and other consideration, the Plan includes
comprehensive releases of the Debtor's current and former
directors, officers, and equity interest holders, including SAAV
Completion, MAZAV Management, Trive Capital, Oriole Capital, and
their respective related entities and control persons.

  Classes and Treatment of Claims and Equity Interests under the
Plan

* Class 1 DIP Lender Claims

   Estimated Claims: $7,900,000
   Approx. Recovery:  100%
   Entitled to Vote: Yes
   Treatment: $1,000,000 of the Claims converted into equity
interests in the Reorganized Debtor with the balance secured by
existing liens and paid quarterly from net cash flow.

  * Class 2 Prepetition Secured Lender Claim
    Estimated Claims: $19,417,862
    Approx. Recovery:  100%
    Entitled to Vote: Yes
    Treatment: Secured by existing liens and paid quarterly from
net cash flow after DIP Lender Claims are paid in full.

  * Class 3 Secured Tax Claims and Trust Fund Tax Claims
    Estimated Claims: $555,760
    Approx. Recovery: 100%
    Entitled to Vote: No
    Treatment: Paid in the ordinary course or in 12 monthly
installments commencing 60 days following the Effective Date.

  * Class 4 Dell Secured Claim
    Estimated Claims: $200,000
    Approx. Recovery: 100%
    Entitled to Vote: Yes
    Treatment: Debtor shall, at its option and with the consent of
the DIP Lender, continue to pay the holder under agreed terms, when
first due after the Effective Date, or return of collateral
securing any Allowed
Claim to the holder in full satisfaction of such Allowed Claims.

  * Class 5 Canon Secured Claim
    Estimated Claims: $33,000
    Approx. Recovery: 100%
    Entitled to Vote: Yes
    Treatment: Debtor shall, at its option and with the consent of
the DIP Lender, continue to pay the holder under agreed terms, when
first due after the Effective Date, or return of collateral
securing any Allowed
Claim to the holder in full satisfaction of such Allowed Claims.

  * Class 6 Other Secured Claims
    Estimated Claims: $50,000
    Approx. Recovery: 100%
    Entitled to Vote: Yes
    Treatment: Debtor shall, at its option and with the consent of
the DIP Lender, continue to pay the Claimant under agreed terms,
with payments starting ninety (90) days after the Effective Date,
or return the
collateral securing such Allowed Other Secured Claim to the holder
in full satisfaction of such Allowed Claim.  Absent such consent,
all Other Secured Claims shall be Deficiency Claims.

  * Class 7 Convenience Claims
    Estimated Claims: $50,000
    Approx. Recovery: 100%
    Entitled to Vote: Yes
    Treatment: Payment in full up to $1,000 in two equal
installments 60 and 120 days after the Effective Date.

  * Class 8 General Unsecured Claims
    Estimated Claims: $15,000,000 to $25,000,000
    Approx. Recovery: 30% to 100%
    Entitled to Vote: Yes
    Treatment: Receive pro rata beneficial interests in the
Liquidating Trust, which will receive at least $11.5 million in
cash payments, plus proceeds from certain litigation and asset
disposition

  * Class 9 Subordinated Claims
    Estimated Claims: $0
    Approx. Recovery: 0%
    Entitled to Vote: Yes
Treatment: Pro rata distributions of cash available from the
Liquidating Trust Assets, after payment in full of all Allowed
Administrative Claims, Priority Tax Claims, Secured Claims, and
General Unsecured Claims

  * Class 10 Intercompany Claims
    Estimated Claims: $3,400,000
    Approx. Recovery: 0%
    Entitled to Vote: No
    Treatment: Holders of Intercompany Claims shall receive nothing
under the Plan on account of such Claims, and such Claims shall be
cancelled under the Plan.

  * Class 11 Old Equity Interests
    Estimated Claims:  none
    Entitled to Vote: No
    Approx. Recovery: 0%
    Treatment: Holders of Old Equity Interests shall receive
nothing under the Plan on account of such Interests, and such
Interests shall be cancelled under the Plan.

The Debtor, the Committee, and the Sponsor (in its capacity as DIP
Lender and holder of the Prepetition Secured Lender Claim) all
support the Plan.

The deadline to vote to accept or reject the Plan is 4 p.m. Central
Time on August 25, 2021.

A copy of the Disclosure Statement is available for free at
https://bit.ly/3yYWA5r from PacerMonitor.com.

Counsel for the Debtors:

   Jason M. Rudd, Esq.
   Scott D. Lawrence, Esq.
   Wick Phillips Gould & Martin, LLP
   3131 McKinney Ave., Suite 500
   Dallas, TX 75204
   Telephone: (214) 692-6200
   Facsimile: (214) 692-6255
   Email: jason.rudd@wickphillips.com
          scott.lawrence@wickphillips.com

             - and -

   Lauren K. Drawhorn, Esq.
   Wick Phillips Gould & Martin, LLP
   100 Throckmorton Street, Suite 1500
   Fort Worth, TX 76102
   Telephone: (817) 332-7788
   Email: lauren.drawhorn@wickphillips.com


Counsel for MAZAV Management, LLC, DIP Lender and Plan Sponsor:

   Sheldon E. Richie, Esq.
   Richie & Gueringer, P.C.
   100 Congress Avenue, Suite 1750
   Austin, TX 78701
   Telephone: (512) 236-9220
   Email: drichie@rg-austin.com

          - and -

   Eric Taube, Esq.
   Waller Lansden Dortch & Davis, LLP
   100 Congress Avenue, Suite 1800
   Austin, TX 78701
   Telephone: (512) 685-6401
   Facsimile: (512) 685-6417
   Email: eric.taube@wallerlaw.com


Counsel for the Official Committee of Unsecured Creditors:

   Deborah Kovsky-Apap, Esq.
   Robert S. Hertzberg, Esq.
   Troutman Pepper Hamilton Sanders LLP
   4000 Town Center, Suite 1800
   Southfield, MI 48075
   Telephone: 248.359.7300
   Email: deborah.kovsky@troutman.com
          robert.hertzberg@troutman.com


                        About GDC Technics

Headquartered in Fort Worth, Texas, GDC Technics LLC --
https://www.gdctechnics.com/ -- is a global aerospace company with
expertise in engineering and technical services, modifications,
electronic systems, R&D, and MRO services.

GDC Technics sought Chapter 11 bankruptcy protection (Bankr. W.D.
Texas Lead Case No. 21-50484) on April 26, 2021. CEO Brad Foreman
signed the petition. At the time of the filing, the Debtor had
between $10 million and $50 million in both assets and liabilities.
The case is handled by Judge Craig A. Gargotta.

The Debtor tapped Wick Phillips Gould & Martin, LLP and
SierraConstellation Partners, LLC as its bankruptcy counsel and
restructuring advisor, respectively. Carl Moore, managing director
at SierraConstellation, serves as the Debtor's chief restructuring
officer.

Oliver Zeltner of Jones Day is representing Boeing Co. Gabe Morgan
of Weil, Gotshal & Manges is representing the pre-bankruptcy
lenders.

The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of GDC
Technics, LLC. The committee tapped Troutman Pepper Hamilton
Sanders LLP as bankruptcy counsel, Kane Russell Coleman Logan PC as
local counsel, and Berkeley Research Group, LLC as financial
advisor.




GETTY IMAGES: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed Getty Images, Inc.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's affirmed the B2 ratings on the first-lien
credit facilities (comprising the $80 million revolving credit
facility, EUR419 million outstanding first-lien euro term loan
($492.3 million US dollar equivalent) and $1.0 billion outstanding
first-lien term loan) and Caa2 rating on the $300 million
outstanding senior unsecured notes. The outlook was revised to
stable from negative.

Following is a summary of the rating actions:

Affirmations:

Issuer: Getty Images, Inc.

Corporate Family Rating, Affirmed at B3

Probability of Default Rating, Affirmed at B3-PD

$300 Million Gtd Senior Unsecured Global Notes due 2027, Affirmed
at Caa2 (LGD6)

Issuer: Getty Images, Inc. (Co-Borrower: Abe Investment Holdings,
Inc.)

$80 Million Senior Secured First-Lien Revolving Credit Facility
due 2024, Affirmed at B2 (LGD3)

EUR419 Million ($492.3 Million US dollar equivalent) Senior
Secured First-Lien Euro Term Loan B due 2026, Affirmed at B2
(LGD3)

$1,005.6 Million Senior Secured First-Lien Term Loan B due 2026,
Affirmed at B2 (LGD3)

Outlook Actions:

Issuer: Getty Images, Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The stable outlook reflects Moody's expectation that Getty's
operating performance and financial leverage will improve over the
next two years as the global economy rebounds from the
pandemic-induced recession. Moody's projects US GDP will expand
6.5% in 2021 (6.1% globally) and 4.5% in 2022 (4.4% globally).
Despite high pro forma financial leverage of approximately 7x (as
calculated by Moody's at LTM March 31, 2021), it has decreased from
a peak of 8.5x in 2020. The stable outlook embeds Moody's
expectation that Getty will continue to benefit from
better-than-expected strength in global advertising spend fueled by
digital advertising acceleration and rescheduled major live
entertainment and sporting events as economies and businesses
reopen. Moody's forecasts Getty will continue to effectively manage
operating expenses and deliver positive organic revenue growth in
the range of 6%-8% in 2021 and 2%-4% next year, which will produce
solid EBITDA growth facilitating deleveraging to the 6.25x-6.75x
area by the end of 2022 (both metrics are Moody's adjusted).

Notwithstanding the demand recovery in the consumer services sector
expected in 2021-22 boosted by the economic rebound, the rating
considers the lingering economic scarring from the recession that
could affect consumers' purchasing behavior given the income
weakness within some demographic segments and risks associated with
the timing of the abatement of the pandemic. Offsetting these risks
is Moody's view that the reopening of global economies will lead to
increased consumer mobility and greater demand for imagery content,
particularly in the Editorial Stills segment as sporting events and
out-of-home entertainment return. Further, Moody's expects the
Creative Stills segment, Getty's largest business unit, comprising
its Royalty Free products (e.g., iStock monthly/annual subscription
and subscription-like Creative Premium Access products) will
benefit from surging demand for online imagery content as both
national clients and small-to-medium sized business (SMB) customers
accelerate their adoption of digital marketing. Digital ad formats
are expected to expand in the high double-digit percentage range in
2021 and represent close to 65% of global media sales. The Video
segment, the smallest of Getty's main business units, performed
extremely well during the pandemic, and is expected to continue
growing at high double-digits, benefitting from strong demand for
short-form video ads and long-form AVOD (advertising-based video on
demand) as OTT streaming services expand their reach and
viewership. The rescheduling of filmed entertainment that was
halted during the pandemic will also support growth in the Video
unit.

The affirmation of the B3 CFR reflects Getty's differentiation
relative to competitors, which includes its: (i) global position as
the leading source of visual imagery with over 1 million customers
annually across 200 countries; (ii) sizable collection of pictorial
content, believed to be one of the largest and broadest in the
world under the iStock.com (budget-conscious) and Getty's (premium)
brands; compared to peers, Getty has the deepest offering of
exclusive and premium content (roughly 70% of total revenue) with a
strong localized presence; (iii) variable cost operating model with
imagery content sourced from independent and staff photographers,
videographers, owned archives, content partners and individual
contributors; (iv) long-term relationships across a broad customer
base comprising news, entertainment and sports publishing
organizations; and (v) good geographic diversification.

Getty's B3 CFR is constrained by: (i) the company's high financial
leverage; (ii) uncertainty over the pace of economic recovery that
could affect consumers' purchasing behavior and advertisers'
willingness to maintain and/or increase marketing spending levels
in some ad sectors and end markets experiencing weak recovery
(e.g., linear ads, airlines); (iii) exposure to SMBs and consumer
discretionary businesses that are typically more cyclical and
likely to experience greater pullback in spend during economic
downturns; (iv) clients' demand shift to non-exclusive lower-priced
(Royalty-Free) stock imagery products, which has a large number of
competitors in this space; and (v) financial risk associated with a
rapidly accreting payment-in-kind (PIK) preferred equity instrument
(the "Preferred Shares") as part of the 2019 recapitalization that
Moody's estimates has expanded to around $650 million principal
balance from $500 million initially. To the extent the Preferred
Shares are refinanced at a later date with debt, this could
potentially lead to higher leverage and ratings pressure; however,
if Getty refinances the instrument with a common equity raise,
which management indicated at the time of the recapitalization that
this method of refinancing would be its preference, the latter
would support the B3 rating.

Over the next 12-15 months, Moody's expects Getty will maintain
good liquidity supported by positive free cash flow generation in
the range of $80-$90 million, unrestricted cash balances of at
least $90-$100 million (unrestricted cash totaled $176 million at
March 31, 2021) and access to its $80 million RCF (currently
undrawn) maturing in 2024. Getty has $17.8 million of mandatory
principal payments due in 2021, which Moody's projects the company
will fund from internal sources.

A social impact that Moody's considers is the increasing usage of
e-commerce and rising adoption of digital advertising, online video
and social media among businesses and consumers that accelerated
during the pandemic, which Moody's believe will continue
post-pandemic and benefit Getty. The company has developed more
efficient customer acquisition tools by increasing the optimization
of iStock offerings, e-commerce flows, paid digital marketing
channels as well as improving its online SEO rankings and
performance. As Getty continually updates its deep stock imagery
library to meet evolving and shifting client demand and further
optimizes its online presence, Moody's expects continued growth in
new customers and improving EBITDA, which should lead to
de-leveraging.

Governance risk reflects the likelihood that Getty's financial
leverage will remain elevated due to: (i) a high interest expense
burden; (ii) inability to repay a meaningful amount of debt given
that free cash flow represents a mid-single digit percentage ratio
of debt; and (iii) the rapidly accreting payment-in-kind (PIK)
preferred equity instrument in Getty's capital structure, estimated
at roughly $650 million principal balance. If Getty were to
refinance the instrument entirely with debt when the non-call
period ends in early 2022, Moody's projects pro forma financial
leverage could increase and pressure the ratings. However, if Getty
refinances the instrument entirely with equity, this method of
refinancing would not impact leverage or the rating.

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

A ratings upgrade is unlikely over the near-term given Getty's
elevated financial leverage. Over time, an upgrade could occur if
Getty: (i) demonstrates mid to high-single-digit percentage organic
revenue growth in the Creative Stills unit driven by clients'
demand for the company's visual imagery products and
stable-to-improving product pricing; and (ii) exhibits a continued
mix shift to higher volume enterprise subscriptions and higher
margin Royalty-Free products. Additionally, upward rating pressure
could occur if free cash flow to debt is sustained in the low to
mid-single-digit percentage range and total debt to EBITDA is
sustained below 5.5x (both metrics are Moody's adjusted).

The ratings could be downgraded if operating performance tracks
below Moody's expectations or if total debt to EBITDA is sustained
above 7x (Moody's adjusted). Ratings could also experience downward
pressure if liquidity deteriorates such that free cash flow to debt
is sustained below 1% (Moody's adjusted).

Headquartered in Seattle, WA, Getty Images, Inc. is a leading
creator and distributor of still imagery, vector, video and
multimedia products, as well as a recognized provider of other
forms of premium digital content, including music. The company was
founded in 1995 and provides stock images, music, video and other
digital content through gettyimages.com and iStock.com. In
September 2018, a trust representing certain Getty family members
bought out The Carlyle Group's 51% majority equity stake for
approximately $250 million at an enterprise value of just under $3
billion to regain 100% ownership of the company. Revenue totaled
approximately $833 million for the twelve months ended March 31,
2021.

The principal methodology used in these ratings was Media published
in June 2021.


GULF MEDICAL: Confirmation Hearing Slated for October 8
-------------------------------------------------------
Judge Jerry C. Oldshue Jr. approved the Disclosure Statement to the
Plan of Reorganization of Gulf Medical Services, Inc.

Judge Oldshue fixed October 1, 2021 as the last day for filing
written acceptances or rejections of the Plan.  On or before
September 8, 2021, the Plan proponent shall mail a copy of the plan
of reorganization, the disclosure statement, ballot for accepting
or rejecting the plan, and the order approving the Disclosure
Statement to the creditors, equity security holders and other
parties in interest.

The Plan confirmation hearing is set for October 8, 2021, at 10
a.m., Central Time, via telephone conference.  Objections must be
filed and served seven days before the hearing date.

A copy of the order is available for free at https://bit.ly/36IMc5D
from PacerMonitor.com.


                   About Gulf Medical Services

Based in Pensacola, Florida, Gulf Medical Services, Inc. --
http://www.gulfmed.com/-- has been serving respiratory equipment,
sleep therapy equipment, and medical equipment to its customers
since 1987.  The company accepts assignments and bills Medicare,
Medicaid, Blue Cross Blue Shield, TriCare, and many other private
insurance policies.  Its gross revenue amounted to $7.89 million in
2017, $10.06 million in 2016 and $12.16 million in 2015.

Gulf Medical Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-30012) on Jan. 5,
2018.  In the petition signed by Kenneth R. Steber, president, the
Debtor disclosed $1.73 million in assets and $5.15 million in
liabilities.  Judge Jerry C. Oldshue Jr. presides over the case.
Steven J. Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson,
Spain & Parsons P.A., serves as the Debtor's bankruptcy counsel.


HARI 108: Taps O. Allan Fridman as Bankruptcy Attorney
------------------------------------------------------
HARI 108, LLC seeks approval from the The U.S. Bankruptcy Court for
the Northern District of Illinois to hire O. Allan Fridman, Esq.,
an attorney practicing in Northbrook, Ill., to handle its Chapter
11 case.

The services to be provided by the bankruptcy attorney include:

     (a) administering the Debtor's bankruptcy estate;

     (b) initiating settlement negotiations with various
creditors;

     (c) assisting in the preparation of monthly operating
reports;

     (d) drafting and seeking approval of the Debtor's Chapter 11
plan;

     (e) other various matters that may arise during the course of
the Debtor's bankruptcy case.

Mr. Fridman will be paid at the rate of $450 per hour.

In court filings, Mr. Fridman disclosed that he is a "disinterested
person" as such term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Fridman can be reached at:

     O. Allan Fridman, Esq.
     555 Skokie Blvd Suite 500
     Northbrook, IL 60062
     Phone: 847-412-0788
     Email: allan@fridlg.com

                         About HARI 108 LLC

HARI 108, LLC, doing business as Illinois Valley Food & Deli, is a
grocery and delicatessen operating in LaSalle, Ill.  It was formed
on Feb. 17, 2011.  The company acquired IVFD, a business that had
been operating in LaSalle for over 60 years.

HARI 108 sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 21-08044) on June 30, 2021. In the
petition signed by Sanjay Amin, manager, the Debtor disclosed up to
$500,000 in assets and up to $10 million in liabilities.  Judge
Timothy A. Barnes oversees the case.  O. Allan Fridman, Esq., at
the Law Office of Allan Fridman, is the Debtor's legal counsel.


HCA WEST: Creditors to Get Proceeds From Liquidation
----------------------------------------------------
HCA West, Inc., HAI East, Inc., and HNA, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California a
Disclosure Statement in support of Joint Chapter 11 Plan of
Liquidation dated July 15, 2021.

The Plan contemplates the substantive consolidation of the Estates
into a single Estate for all purposes associated with confirmation
and consummation.

The Plan provides for the establishment of a Liquidation Trust on
the Effective Date for the primary purpose of administering and
liquidating the Liquidation Trust Assets and for the secondary
purposes of, inter alia, (a) analyzing and pursuing Causes of
Action, (b) resolving all Administrative Expense Claims,
Professional Fee Claims, and Claims, and (c) making all
Distributions provided for under the terms of the Plan.

On the Effective Date, all of the Estates' Assets, which are
principally Cash and the Causes of Action, shall vest in the
Liquidation Trust. The Plan contemplates monetization of these
Assets and the distribution of the net proceeds thereof to Holders
of Allowed Administrative Expense Claims, Allowed Professional Fee
Claims, and Allowed Claims in order of their payment priority as
prescribed by the Plan in satisfaction of the Debtors'
obligations.

The Plan provides for the substantive consolidation of the Estates
into a single Estate for all purposes associated with confirmation
and consummation. As a result of the substantive consolidation of
the Estates, each Class of Claims and Interests will be treated as
against a single consolidated Estate without regard to the separate
identification of the Debtors, and all Claims filed against more
than one Debtor either on account of joint and several liability or
on account of the same debt shall be deemed a single Claim against
the consolidated Estates; provided, however, in the event the
Bankruptcy Court does not approve the substantive consolidation of
the Estates, each Class of Claims and Interests will be subdivided
by Estate and each Estate's assets will be distributed to the
holders of Allowed Claims.

On December 23, 2020, the Bankruptcy Court entered an order (the
"Initial Sale Order"), which approved the sale of the Debtors'
business, the purchase of certain accounts receivable, and
assumption and assignment of certain contracts, all as set forth in
the Initial Sale Order. Upon the closing of the sale, the Debtors'
estates received $6,157,198 from the buyer.

Class 3 consists of all Secured Claims. Each Holder of an Allowed
Class 3 Secured Claim will receive, at the election of the
Liquidation Trustee, one of the following treatments in full
satisfaction of its Allowed Class 3 Claim:

     * The Liquidation Trustee will convey to the Holder of the
Allowed Class 3 Claim the collateral in which such Holder has a
security interest;

     * The Liquidation Trustee will pay to the Holder of the
Allowed Class 3 Claim, up to the amount of such Allowed Class 3
Claim, any net proceeds actually received from the sale or
disposition of the collateral in which such Holder has a security
interest;

     * Provided there is Distributable Cash on hand, the
Liquidation Trustee will pay Cash to the Holder of the Allowed
Class 3 Claim in the amount of such Allowed Class 3 Claim;

     * Such other distributions or treatment that are necessary to
leave the rights of the Holder of the Allowed Class 3 Claim
unimpaired or that are necessary to otherwise satisfy the
requirements of chapter 11 of the Bankruptcy Code; or

     * Such other and less favorable distributions or treatments as
may be agreed upon by and between the Holder of the Allowed Class 3
Claim and the Liquidation Trustee.

Class 4 consists of all General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim will receive its Pro Rata share of
the Distributable Cash as soon as practicable as determined by the
Liquidation Trustee in accordance with the Liquidation Trust
Agreement; provided, however, that each Holder of an Allowed
General Unsecured Claim against more than one Debtor shall be
entitled to a single distribution on account of each Claim that
arises out of the same facts and circumstances regardless of the
number of Debtors against which the Claim is asserted. The
Liquidation Trustee reserves its rights to dispute the validity of
any General Unsecured Claim, whether or not objected to prior to
the Effective Date.

Class 5 consists of all Interests in the Debtors. On the Effective
Date, all Interests in the Debtors shall be canceled, and the
Holders of Class 5 Interests shall not be entitled to, and shall
not receive or retain, any property on account of such Interests
under the Plan.

The sources of all distributions and payments under the Plan are
the Liquidation Trust Assets (or proceeds of any Liquidation Trust
Assets), including without limitation Cash and Distributable Cash,
proceeds of all Causes of Action, and proceeds of or recoveries
from any other remaining property of the Debtors and their Estates.


A full-text copy of the Disclosure Statement dated July 15, 2021,
is available at https://bit.ly/3ihstja from PacerMonitor.com at no
charge.

Counsel to Debtors:
   
     John W. Lucas, Esq.
     Ira D. Kharasch, Esq.
     Victoria A. Newmark, Esq.
     Jason H. Rosell, Esq.
     Pachulski Stang Ziehl & Jones LLP
     650 Town Center Drive, Suite 1500
     Santa Ana, CA  92626
     Telephone: (714) 384-4740
     Facsimile:  (714) 384-4741
     E-mail: ikharasch@pszjlaw.com
             jlucas@pszjlaw.com
             vnewmark@pszjlaw.com
             jrosell@pszjlaw.com

               About Hytera Communications America

HCA West Inc., previously known as Hytera Communications America
(West), Inc. -- https://www.hytera.us/ -- is a global company in
the two-way radio communications industry. It has 10 international
R&D Innovation Centers and more than 90 regional organizations
around the world. Forty percent of Hytera employees are engaged in
engineering, research, and product design. Hytera has three
manufacturing centers in China and Spain.

On May 26, 2020, Hytera sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11507). At the
time of the filing, the Debtor estimated assets of between $10
million and $50 million and liabilities of between $500 million and
$1 billion.

Judge Erithe A. Smith oversees the cases.

The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy
counsel; Steptoe & Johnson, LLP as corporate and special counsel;
Imperial Capital, LLC as financial advisor; and David Stapleton of
Stapleton Group as a chief restructuring officer.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 15, 2020. The committee is represented by Levene
Neale Bender Yoo & Brill, LLP.


HH ACQUISITION: Wins Interim Access to YAM Capital Cash Collateral
------------------------------------------------------------------

The U.S. Bankruptcy Court for the District of Arizona has entered
an interim order authorizing HH Acquisition CS, LLC, to use certain
cash and other proceeds that may be subject to a lien asserted by
YAM Capital III, LLC.

The Court set a final hearing on the matter for August 10 at 10:00
a.m.

Before the Petition Date, the Debtor contracted these debts:

   * a Promissory Note for $8,400,000 at 9% interest rate per
annum, with YAM Capital III, LLC, to provide bridge financing until
a permanent loan could be obtained to fund certain renovations;
and

   * a Promissory Note for $1,150,000, 8% interest rate per annum,
with HH CO Springs, LLC, for the purchase of a Property. The
current amount owed on this obligation is approximately $450,000.

            Default on the YAM Note, Road to Chapter 11

The Debtor was able to operate the Property and to make the
payments on the YAM and HHCOS Notes until March 2020, when the
COVID-19 pandemic hit.  On January 8, 2021, YAM declared a default
on the Debtor's Loan to YAM.  The Debtor has been negotiating a
sale of the Property to a third party, which sale should close in
mid to late August, and which would pay both YAM and HHCOS in full,
as well as provide funds to pay unsecured debt related to the
Property.

On June 8, 2021, however, YAM issued a Notice Regarding Cure
Statement on the YAM Note, with a trustee's sale set for July 7,
2021. The Debtor was given until July 6, at noon, to pay all
outstanding amounts due on the YAM Note for $10,343,617.  A
foreclose sale on the Property was scheduled to occur at 10:00 a.m.
local time in Colorado Springs on July 7, 2021.  The Debtor's
bankruptcy filing on July 6 stayed the sale from going forward.

                             The Request

The Debtor asked the Court to authorize the use of the Cash
Collateral on an interim basis, pursuant to the proposed budget.
The budget provided for total monthly costs for July, August and
September 2021, as follows:

                      Total            Total            
    Month         Direct Costs     Indirect Costs   
    ------        -------------    ---------------
    July            $119,768          $115,079

    August          $116,473          $107,526

    September       $101,143           $96,129
   
As adequate protection to YAM Capital, the Debtor proposed to (a)
continue to make the interest-only payments due under the YAM loan
from available free cash flow; and (b) grant replacement liens on
similar postpetition collateral.

The Debtor assured the Court that the relief sought will ensure
that YAM's interests are protected while the parties work out terms
for continued use of Cash Collateral beyond the interim period.
Without immediate use of Cash Collateral, the Debtor asserted that
its prospects for reorganization will be extinguished even before
its bankruptcy case begins.

A copy of the amended motion is available for free at
https://bit.ly/3ANKDkR from PacerMonitor.com.

A copy of the Interim order is available at https://bit.ly/36LwBCA
also from PacerMonitor.com.

Counsel for the Debtor:

   James E. Cross, Esq.
   THE CROSS LAW FIRM, P.L.C.
   1850 N. Central Ave., Suite 1150
   Phoenix, AZ 85004
   Telephone: (602) 412-4422
   Email:jcross@crosslawaz.com

Counsel for YAM Capital III, LLC, secured creditor:

   Isaac Gabriel, Esq.
   QUARLES & BRADY LLP
   Two N. Central Avenue
   Phoenix, AZ 85004
   Telephone: (602) 230-4622
   Facsimile: (602) 420-5030
   Email: Isaac.Gabriel@quarles.com

Contact information of HH CO Springs, LLC, secured creditor:

   HH CO Springs, LLC
   2000 High Wickham Place, Ste. 300
   Louisville, KY 40245

          - and -

   Hyatt House Franchising, LLC
   Attn: General Counsel
   150 N. Riverside Plaza
   Chicago, IL 60606

                   About HH Acquisition CS, LLC

Scottsdale, Arizona-based HH Acquisition CS, LLC operates the Hyatt
House Colorado Springs at 5805 Delmonico Drive Colorado Springs, CO
80919.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 21-05211) on July 6,
2021. In the petition signed by Ian Clifton, authorized
representative, the Debtor disclosed up to $50 million in assets
and liabilities.

James E. Cross, Esq. at Cross Law Firm, P.L.C. is the Debtor's
counsel.

YAM Capital III, LLC, secured creditor, is represented by Quarles &
Brady LLP.



HILLMAN SOLUTIONS: S&P Assigns 'B' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings removed all its ratings on U.S.-based Hillman
Solutions Corp. from CreditWatch and raised its issuer credit
rating on the borrower of the company's debt, The Hillman Group
Inc. to 'B' from 'B-'.

S&P also resolved the CreditWatch and raised the rating on The
Hillman Cos. Inc. to 'B' from 'B-' given the improved credit
metrics. S&P assigned a 'B' issuer credit rating to the new public
parent Hillman Solutions Corp. and subsequently withdrew its issuer
credit rating on The Hillman Cos. Inc. because it moved the rating
to the new parent.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating on the senior secured debt with a '2' recovery rating
indicating our expectation for substantial recovery (70%-90%;
rounded estimate: 80%) in the event of a default. We also withdrew
our 'B-' issue level rating on the existing senior secured debt and
our 'CCC' issue level rating on the existing senior unsecured debt
due to repayment.

"The stable outlook reflects our expectation that operating
performance will remain steady and that the company will maintain
lower debt leverage."

Hillman Solutions Corp. completed a business combination with a
special-purpose acquisition company (SPAC) Landcadia Holdings III
Inc. As a result, the company will be utilizing roughly $775
million equity proceeds after fees and expenses to reduce net debt
and redeem its trust preferred securities, resulting in its
adjusted leverage declining to about 4.8x from 7.6x for the twelve
months ended March 27, 2021.

The upgrade reflects the company's improved credit metrics as a
result of the SPAC merger. The company's pro forma adjusted
leverage declined to about 4.8x for 12 months ended March 27, 2021,
following the completion of the SPAC merger, compared to leverage
of 7.6x before the incremental debt repayment from the merger.
Hillman will use the new $835 million first-lien term loan and $16
million first-lien delayed-draw term loan to fully refinance
existing debt. The new term, about $500 million SPAC cash held in
trust, $375 million in private investment in public equity
proceeds, and $14 million cash will fund $1.5 billion in debt
paydown, $91 million in fees, and put about $55 million cash to the
balance sheet. The existing sponsor owners will roll over $911
million in common equity for a total equity purchase price of about
$940 million including $28 million of sponsor shares. S&P said, "We
expect the company to delever to around 4.2x adjusted leverage by
the end of fiscal 2021 as consumer demand for hardware remains
strong and keys and engravings demand rebounds as consumers
increasingly return to pre-pandemic shopping behaviors. Our
forecast assumes the redemption of the trust preferred securities
at close of transaction."

The upgrade also reflects the company's improved competitive
advantage due to its greater scale, robust product portfolio, and
solid operational capabilities. The company's scale has grown over
the past several years as its revenue base increased to $1.4
billion in 2020 from $1.2 billion in 2019 and $974 million in 2018
through a combination of organic and inorganic growth. The company
has also demonstrated the robustness of its product portfolio
through generating strong top-line growth of 12.7% and EBITDA
growth of 32.2% through fiscal 2020 during the pandemic despite its
high margin keys and engravings business suffering from demand
decline due to restrictive shopping measures. Its 1,100 person
in-store sales and service team and supply chain also proved to be
a key competitive advantage, as the company's fill rates were
higher than competitors, enabling it to generate stronger sales and
win new product categories throughout the store.

S&P said, "We expect the company to continue generating EBITDA
growth despite higher input costs and a decline in personal
protective product sales. We expect consumer demand for residential
repair and remodel products to remain strong through the remainder
of 2021. We expect demand to moderate thereafter as new housing
starts slows to 1.3 million in 2022 from 1.4 million in 2021
according to our S&P Global economists. We continue to expect a
strong rebound from robotics and digital solutions due to keys and
key accessories, and engravings as consumers return to normalized
shopping behaviors as in-store shopping restrictions are lifted
nationwide. We expect personal protective equipment demand to
decline as the significant easing of mask restrictions nationwide
and increasingly vaccinated population will lead to lower demand
for such products.

"Given the spike in demand for consumer goods as spending
normalizes, we expect temporarily higher commodity, freight, and
labor costs, which we expect the company to mostly offset with
pricing and efficiency initiatives. We expect improved product mix
in 2021 as growth in key and engravings products and hardware and
fasteners outpaces the personal protective equipment, largely
offsetting rising input and operating costs resulting in our
expectation for adjusted EBITDA margins to remain around 16% in
fiscal 2021 similar to 2020.

"We continue to expect financial policy to remain aggressive given
its control by financial sponsors. Following the merger, the
company will be approximately 49% owned by existing Hillman
financial sponsor (primarily CCMP Capital Advisors L.P.), 26% by
public investors, 20% by private investment in public equity (PIPE)
investors, and 5% by the Landcadia III sponsors. While this
transaction substantially lowers leverage, we believe leverage
could rise above 5x for acquisitions. Under CCMP ownership the
company had a long history of acquisitions, with leverage rising
over 7x occasionally for larger acquisitions. We expect the company
will continue to utilize cash proceeds to reinvest in the business
to expand its robotics and digital business, primarily with
self-service kiosks, as well as make tuck-in acquisitions to
further accelerate growth and round out its portfolio.

"The stable outlook reflects our expectation that Hillman's
operating performance will continue to improve given favorable
demand trends and its improved capital structure."

S&P could raise the ratings if it expects leverage to remain below
5x over the longer term. S&P believes this could occur if:

-- The sponsor demonstrates a commitment to maintaining leverage
below 5x over the longer term; and

-- Sustains organic top-line growth while expanding profitability
through increased demand for its products, managing through
increasing operating costs, and continued product innovation.

S&P could lower the ratings if leverage rises to above 7x, this
could happen if:

-- Profitability declines as a result of major manufacturing
difficulties result in loss of key customers, inability to offset
intensified commodity, labor, and logistics inflation;

-- Materially lower consumer demand for its products coupled with
intensified competition; or

-- More aggressive financial policies such as large debt-financed
acquisitions or dividends.



HUDSON RIVER TRADING: Moody's Affirms 'Ba1' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Hudson River Trading LLC's (HRT)
Ba1 Corporate Family Rating and Ba2 senior secured first lien term
loan rating. The rating action follow's HRT's announcement of its
intention to upsize by $200 million its existing $1,725 million
senior secured term loan due 2028. HRT's outlook remains stable.

Affirmations:

Issuer: Hudson River Trading LLC

Issuer Rating, Affirmed Ba2

Senior Secured 1st Lien Term Loan, Affirmed Ba2

Corporate Family Rating, Affirmed Ba1

Outlook Actions:

Issuer: Hudson River Trading LLC

Outlook, Remains Stable

RATINGS RATIONALE

Moody's said HRT plans to use the issuance's net proceeds to
increase its trading capital, support its growing operations, and
for general corporate purposes.

Moody's said the ratings' affirmation reflects HRT's profitable
track record, highly liquid balance sheet and growing capital base.
The ratings' affirmation also reflects the sustained oversight from
a highly engaged ownership and leadership team and a nurturing
corporate culture that is typical of technology-focused companies
in the sector. Moody's said HRT has periodically increased its
holding company's long-term debt to help fund its rapidly expanding
securities trading activities. While debt increases make for a
relatively stable source of funding during growth periods, such
borrowings increase leverage and can dilute or reverse the benefits
of growth in retained earnings. In order to maintain its existing
level of creditworthiness, the rating agency expects HRT to
mitigate the risk of a more levered trading portfolio by
maintaining healthy capital buffers, ample liquidity and an
extended debt maturity profile, and to maintain its leverage around
existing levels.

HRT's credit profile reflects the inherently high level of
operational and market risk in the firm's relatively narrow
principal trading and market making activities, that could result
in rapid and severe losses and a deterioration in liquidity and
funding in the event of a severe risk management failure. These
risks increase during periods of rapid growth, particularly in new
markets and via new trading strategies. Such operational and market
risks have historically been successfully mitigated by HRT's
effective risk management infrastructure and its relatively modest
and short-lived individual trade positions in liquid securities,
with a relatively predictable range of daily trading profit
levels.

The stable outlook reflects Moody's assessment that HRT will
continue to generate strong profits and growing levels of retained
equity capital to support its growing securities trading portfolio.
The stable outlook also reflects Moody's expectation that the firm
will place an appropriately high emphasis on maintaining an
effective controls and risk management framework and a deliberative
risk appetite as it expands its market presence by trading strategy
and geographically.

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

Factors that could lead to an upgrade

-- Improved quality and diversity of profitability and cash flows
from the development of substantial and lower-risk ancillary
business activities

-- Further improvements in retained capital and liquidity and
reduction in balance sheet leverage, and a reduced reliance on key
prime brokerage relationships outside of US equities trading

Factors that could lead to a downgrade

-- Evidence of an increased risk appetite through rapid expansion
into less-liquid asset classes or markets

-- Slow-down in growth of retained capital or further increases in
debt, accompanied by securities trading portfolio growth, that
results in higher than existing balance sheet leverage

-- Failure in managing and controlling operational risks, or
adverse changes in corporate culture and management quality or a
shift towards a more aggressive strategic and financial policy

-- Reduced profitability from changes in market or regulatory
environment

The principal methodology used in these ratings was Securities
Industry Market Makers Methodology published in November 2019.


HUDSON RIVER TRADING: S&P Rates 2028 Secured Term Loan Add-On 'BB-'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to Hudson River
Trading LLC's $200 million add-on to its senior secured term loan B
due 2028. The company will use the add-on proceeds for general
corporate purposes and to increase trading capital for its
market-making business.

The issue has no impact on the issuer credit rating on Hudson River
because S&P expects that the company will maintain a risk-adjusted
capital (RAC) ratio above 7%, in line with previous expectations,
despite increasing risks associated with higher trading capital.



HYDROCARBON FLOW: Gets Interim OK to Hire Gold Weems as Counsel
---------------------------------------------------------------
The HydroCarbon Flow Specialist, Inc. received interim approval
from the U.S. Bankruptcy Court for the Western District of
Louisiana to employ Gold, Weems, Bruser, Sues & Rundell, APLC to
serve as legal counsel in its Chapter 11 case.

Gold, Weems, Bruser, Sues & Rundell received $24,000, which was
used to pay the pre-bankruptcy fees incurred by the firm, including
$5,214 in filing fees.

As disclosed in court filings, the firm neither holds nor
represents an interest adverse to the Debtor.

The firm can be reached through:

     Bradley L. Drell, Esq.
     Heather M. Mathews, Esq.
     Gold, Weems, Bruser, Sues & Rundell
     P.O. Box 6118
     Alexandria, LA 71307-6118
     Telephone: (318) 445-6471
     Facsimile: (318) 445-6476
     Email: bdrell@goldweems.com

               About The HydroCarbon Flow Specialist

Patterson, La.-based The HydroCarbon Flow Specialist, Inc. filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 21-50420) on July 7,
2021.  Owen T. Risher, registered agent and director, signed the
petition.  At the time of the filing, the Debtor disclosed $100,000
to $500,000 in assets and $10 million to $50 million in
liabilities.  Judge John W. Kolwe oversees the case.  Gold, Weems,
Bruser, Sues & Rundell represents the Debtor as legal counsel.


HYDROCARBON FLOW: Seeks Cash Collateral Access
----------------------------------------------
The HydroCarbon Flow Specialist, Inc. asks the U.S. Bankruptcy
Court for the Western District of Louisiana, Lafayette Division,
for authority to use cash and accounts receivables which may be
cash collateral and provide adequate protection.

The Debtor requires use of the proceeds of all accounts receivable
and cash on hand and in its bank account in the ordinary course of
the Debtor's business to pay expenses of operations incurred during
the course of the Chapter 11 proceeding.

MC Bank & Trust Company  is the lender on multiple promissory notes
made unto the Debtor in the principal amounts of $6,700,000 and
$298,471.03, as well as a promissory note evidencing a line of
credit with a principal amount of $1,500,000, secured by, among
other things, a UCC security interest granted by the Debtor's
assets.  The Debtor did execute a UCC financing statement to
perfect, protect and continue MC's security interest in the pledged
property and rights under the promissory notes, which also
qualifies as a security agreement under Louisiana's version of UCC.
MC also has a properly perfected mortgage in the Debtor's real
estate at Bessie Street in Patterson, LA.

Also originating pre-petition, the U.S. Small Business
Administration is the lender on an Economic Injury Disaster Loan,
secured by all of Debtor's assets.  The Debtor executed a UCC
financing statement to perfect, protect and continue the SBA's
interest in the pledged property and rights under the note, which
also qualifies as a security agreement under Louisiana's version of
UCC-9. However, the SBA's interest in the collateral is secondary
to MC's security interest.

The Debtor proposes that in addition to all existing security
interests and liens granted to or for the benefit of MC in and upon
the pre-petition property, as adequate protection for the use of
the cash collateral pursuant to the terms of the interim order, any
final order approving the use of cash collateral, or any subsequent
order entered pursuant to 11 U.S.C. section 363 of the Bankruptcy
Code, or the imposition of the automatic stay pursuant to 11 U.S.C.
section 362 of the Bankruptcy Code, and without the necessity of
any further act or documentation, MC be granted a post-petition
lien on the post-petition properties of the kind and nature that it
holds in pre-petition property to the Debtor, to the extent it does
not already have the same, in the same priority as it held in
pre-petition property.

The Debtor also requests a carve out of $25,000 on an interim basis
and $75,000 on a final basis from the adequate protection lien
granted for the payment of, to the extent allowed by the Bankruptcy
Court at any time, all accrued and unpaid fees, disbursements,
costs and expenses incurred by the Subchapter V Trustee, the
professionals or professional firms retained by the Debtor or any
committee appointed under the Bankruptcy Code.

In due course, the Debtor requests that a final hearing be
scheduled on the use of cash collateral, and that notice procedures
with respect to the final hearing be established by the Court for
same.

To the extent that adequate protection is deemed necessary
following a final hearing on the matter, the Debtor would propose
to pay as adequate protection unto MC an amount sufficient to cover
the interest on its loan on a monthly basis, should funds be
available for the payment of same.

A copy of the motion is available at https://bit.ly/36sV3s2 from
PacerMonitor.com.

              About HydroCarbon Flow Specialist, Inc.

HydroCarbon Flow Specialist, Inc.  provides customized zero
discharge systems for the oil and gas industry, including vacuum
units, cuttings boxes, and offshore tanks. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. La. Case No. 21-50420) on July 7, 2021. In the petition signed
by Owen T. Risher, registered agent and director, the Debtor
disclosed up to $500,000 in assets and up to $50 million in
liabilities.

Judge John W. Kolwe oversees the case.

Bradley L. Drell, Esq. at Gold, Weems, Bruser, Sues, & Rundell,
oversees the case.



HYDROCARBON FLOW: Taps Postlethwaite as Financial Advisor
---------------------------------------------------------
The HydroCarbon Flow Specialist, Inc. received interim approval
from the U.S. Bankruptcy Court for the Western District of
Louisiana to employ Postlethwaite & Netterville, APAC as its
financial advisor.

The firm's services include:

     (a) assisting the Debtor with record keeping and preparation
of financial statements;

     (b) reviewing financial information;

     (c) preparing filings, including, but not limited to,
schedules of assets and liabilities, statements of financial
affairs, and monthly operating reports;

     (d) preparing liquidation analysis and a monthly analysis of
financial information (including analysis of significant changes
financially, operationally or otherwise);

     (e) assisting with the preparation of the proposed business
plan and financial projections;

     (f) preparing or reviewing documents necessary for
confirmation;

     (g) assisting with claims resolution procedures, including,
but not limited to, analyses of creditors' claims by type and
entity; and

     (h) providing such other financial advisory services as may be
required by additional issues and developments.

The firm's hourly rates are as follows:

     Directors                $315 - $425 per hour
     Associate Directors      $220 - $315 per hour
     Managers                 $165 - $220 per hour
     Seniors                  $135 - $165 per hour
     Staff                    $110 - $135 per hour

The firm received a retainer in the amount of $10,000.

Jason Macmorran, director at Postlethwaite & Netterville, 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:

     Jason Macmorran
     Postlethwaite & Netterville, APAC
     8550 United Plaza Blvd., Suite 1001
     Baton Rouge, LA 70809
     Tel: 225-922-4600/800-259-2922
     Fax: 225-922-4611

                About The HydroCarbon Flow Specialist, Inc.

The HydroCarbon Flow Specialist, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Case No. 21-50420) on July 7, 2021. The petition was signed by Owen
T. Risher, registered agent/director. At the time of filing, the
Debtor estimated $100,000 to $500,000 and $10 million to $50
million in both assets and liabilities.

Judge John W. Kolwe oversees the case.

Bradley L. Drell, Esq. at GOLD, WEEMS, BRUSER, SUES, & RUNDELL
represents the Debtor as counsel.


IQ FORMULATIONS: Seeks to Hire Behar Gutt & Glazer as Legal Counsel
-------------------------------------------------------------------
IQ Formulations, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Behar, Gutt &
Glazer, P.A. to serve as legal counsel in its Chapter 11 case.

The firm's services include:

     a. giving advice to the Debtor with respect to its powers and
duties;

     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. prepare legal documents necessary in the administration of
the case; and  

     d. protect the interests of the Debtor with its creditors in
the preparation of a Chapter 11 plan.

The hourly rates for professionals presently associated with the
firm are as follows:

     Partners       $450 per hour
     Associates     $385 per hour

Brian Behar, Esq., a member of Behar, Gutt & Glazer, disclosed in
court filings that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

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

                       About IQ Formulations

IQ Formulations, LLC is a Tamarac, Fla.-based company that operates
in the dairy product manufacturing industry.  It conducts business
under the name Metabolic Nutrition.

IQ Formulations filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-15922) on June 18, 2021. Jay Cohen, chief executive officer and
president, signed the petition. At the time of the filing, the
Debtor disclosed total assets of up to $50,000 and total
liabilities of up to $10 million.  Judge Scott M. Grossman presides
over the case,  Behar, Gutt & Glazer, P.A. serves as the Debtor's
legal counsel.


J. HUNTER PROPERTIES: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------------
Debtor: J. Hunter Properties, LLC
        314 Lafayette Road, Suite 3
        Hampton, NH 03842

Chapter 11 Petition Date: July 15, 2021

Court: United States Bankruptcy Court
       District of New Hampshire

Case No.: 21-10429

Judge: Hon. Bruce A. Harwood

Debtor's Counsel: Eleanor Wm. Dahar, Esq.
                  VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: (603) 622-6595
                  Fax: (603) 647-8054
                  Email: vdaharpa@att.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jessica Lapa, manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:

https://www.pacermonitor.com/view/LGGSUPA/J_Hunter_Properties_LLC__nhbke-21-10429__0001.0.pdf?mcid=tGE4TAMA


JANE ST. GROUP: $300MM Upsized Loan No Impact on Moody's Ba1 CFR
----------------------------------------------------------------
Moody's Investors Service said that Jane Street Group, LLC's
proposed senior secured term loan upsize by $300 million does not
affect its Ba1 Corporate Family Rating, Ba2 senior secured first
lien term loan rating and its stable outlook.

RATINGS RATIONALE

Moody's said Jane Street's Ba1 CFR reflects the firm's strong
capital levels on the back of high profitability and sound
liquidity over the past two years, and with relatively favorable
balance sheet leverage. Jane Street's credit profile also benefits
from its risk management and controls' framework which have proven
to be scalable along with the firm's expanding operations and
overall growth, said Moody's.

Jane Street's ratings incorporate the inherently high level of
operational and market risks emanating from the firm's
market-making activities, particularly with respect to trading in
less liquid markets, that could result in severe losses and a
deterioration in liquidity and funding in the event of a
significant risk management failure. However, the firm's
partnership-like culture, operational risk management framework and
key executives' high level of involvement in control and management
oversight provide an effective counterbalance to these risks, said
Moody's.

Similar to most other rated peers, Jane Street has repeatedly
increased its holding company's long-term debt to help fund an
increase in its trading portfolio. Following this add-on, Jane
Street's total holding company debt will reach about $2.5 billion.
While debt increases make for a relatively stable source of funding
during growth periods, it could result in funding, liquidity and
refinancing risks in periods leading up to maturity, especially if
there is a reduction in profitability. However, Jane Street's term
loan matures in January 2028 and Moody's expects the majority of
firm's funding mix to remain heavily weighted towards its own
equity capital with a smaller portion sourced from long-term debt.

Moody's said Jane Street's Ba2 senior secured loan rating is a
notch below its CFR, reflecting that the debt (and the proposed
add-on) is issued by Jane Street's holding company, which is
structurally subordinated to its operating companies, where the
preponderance of the group's debt and debt-like obligations
reside.

Jane Street's stable outlook is based on Moody's expectation that
the firm's credit profile will continue to benefit from strong
profitability and a high level of retained capital. Moody's also
expects that Jane Street's leaders will continue to place a
suitable emphasis on maintaining an effective risk management and
controls framework.

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

Jane Street's ratings could be upgraded should it significantly
expand its market share while diversifying its revenue through the
development of lower risk and profitable business activities;
substantially reduce its trading capital mix in less-liquid and
higher risk assets; and further bolster its capital and liquidity,
with a reduced reliance or change to more favorable terms in key
prime brokerage relationships resulting in a more durable liquidity
profile.

Jane Street's ratings could be downgraded should it increase its
risk appetite or suffer from a risk management or operational
failure; experience adverse changes in corporate culture or
management quality; sustain reduced profitability from changes in
the market or regulatory environment; increase its capital
distributions in a manner that is not commensurate with its
historic trends; or change its funding mix to a significantly
heavier weighting towards long-term debt and away from equity.


JOHN FITZGIBBON HOSP: Fitch Affirms B- Rating on $8.2MM 2010 Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'B-' Issuer Default Rating (IDR) and
revenue bond rating on the following bonds issued by the Saline
County Industrial Development Authority, MO on behalf of John
Fitzgibbon Memorial Hospital (JFMH):

-- $8.2 million health facilities refunding bonds, series 2010.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The bonds are secured by general revenues of the obligated group, a
mortgage on certain system facilities, and a debt service reserve
fund.

ANALYTICAL CONCLUSION

JFMH's 'B-' rating reflects operational deterioration that occurred
between 2018-2020, as well as the hospital's light liquidity
position, small size and challenging payor mix. However, as of
fiscal 2021 (April 30 YE), JFMH stabilized operations and improved
its balance sheet due to revenue cycle enhancements, cost
efficiencies and government assistance, supporting the
affirmation.

The Stable Outlook reflects Fitch's belief that JFMH will sustain
consistent and adequate operating results as volumes recover to
pre-pandemic levels and operational improvements take hold.

KEY RATING DRIVERS

Revenue Defensibility: 'bb'

Leading Market Position

JFMH's revenue defensibility is primarily supported by a market
position that is nearly double that of its leading competitor. As
of fiscal 2021, the hospital secures a leading market share of 42%
with its nearest competitor at 22%. Payor mix is midrange as
Medicaid and self-pay accounted for 17% of gross revenues as of
April 30, 2021.

The hospital retains the area's lower acuity services while higher
acuity cases go to either of the two closest competitors; Boone
Hospital (rated BBB-/Stable) and University of Missouri Hospital;
both are about 60 miles from JFMH.

The PSA for JFMH is within Saline County, MO. The PSA's
unemployment rate is in-line with national and state averages,
while the population trends in the county have declined over the
last five years. Wealth levels as measured by median household
income are below state and national averages and poverty rates are
somewhat above the averages as well. Current service area
conditions have contributed to an increase in self-pay patient
volumes.

Operating Risk: 'b'

Weak, but Stable Operations

The hospital posted operating losses between 2018-2020, averaging
-3.4% operating EBITDA margin, but generated an operating EBITDA
margin of 7.5% based on (unaudited) fiscal 2021 financials. The
improvement was driven partly by $5.1 million in realized CARES
funds that offset elevated labor and supply expenses resulting from
the pandemic. In addition, management implemented cost
efficiencies, such as renegotiating vendor contracts and evaluating
labor productivity, as well as enhanced its revenue cycle by using
a new vendor and adhering to guidance from a consultant.

The pandemic diminished volumes, but they recovered in 2021 and
have trended upward in fiscal 2022. The 7.5% operating EBITDA
margin posted in 2021 may not be sustainable once the remaining
government stimulus of $6 million is fully exhausted in 2022. Fitch
believes that as volumes continue to improve in fiscal 2022, JFMH
will achieve an operating EBITDA margin of roughly 5%. Management
also surpassed its struggles with its EMR implementation and
believes it will obtain 340b status more predictably going forward,
which Fitch expects will make operating metrics less volatile.

Fitch also expects JFMH's capital spending to remain relatively low
after fiscal 2022 as no major capital projects are planned and
JFMH's main focus will be to improve operations. Capital spending
is expected to be approximately $3.8 million in the current fiscal
2022. However, average age of plant is high at 14.9 years as of
fiscal 2020, which Fitch believes could spur capex that is higher
than management's near-term forecast. Fitch thus assumes capex to
depreciation to average about 60% in the forward-look.

Financial Profile: 'b'

Financial Flexibility Remains Weak

Fitch only utilizes the base case as there is limited financial
flexibility to navigate adverse economic conditions. Unrestricted
liquidity increased in fiscal 2021 in part because Fitch assumed
JFMH's PPP loan of $5.2 million would be forgiven, which came to
fruition in early fiscal 2022. Due to modest operating cash flows
and Fitch's capex assumptions, Fitch's scenario analysis shows
liquidity declining slowly during the forward-look, but staying at
sufficient levels for the current rating.

For fiscal 2022-2026, Fitch believes annual capital spending will
average roughly $2.8 million for the remainder of the forward-look,
which is in excess of management's forecast. By fiscal 2025 of the
scenario analysis, cash-to-adjusted debt and net adjusted debt to
adjusted EBITDA equate to 80% and 1.1x, respectively, where Fitch
does not include $5.8 million of Medicare advanced payments. JFMH's
portfolio is invested in 97% cash and cash equivalents, and 3% in
fixed income, resulting in modest, but positive investment returns
during the forward-look.

ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS

No additional asymmetric additional risk considerations were
applied in this rating determination, given the current rating of
'B-'. JFMH has previously crossed several asymmetric risk
thresholds, including debt service coverage below what is required
by covenant and a days cash on hand minimum level per Fitch
criteria of 75 days. In addition, Fitch has previously experienced
qualitative data issues in terms of timing and detail. These issues
were corrected in 2021, and Fitch feels that these asymmetric risks
are fully incorporated into the current 'B-' rating.

RATING SENSITIVITIES

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

-- Operating EBITDA margins stabilize at or around 4% without the
    benefit of CARES Act stimulus funding;

-- Stabilization of unrestricted liquidity at around the current
    level of 75% cash-to-adjusted debt with the expectation of
    additional capex.

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

-- Operating metrics and liquidity ratios fall to lower levels,
    where operating EBITDA margin declines to less than 2%-3% and
    cash to adjusted debt dips below roughly 50%;

-- While JFMH has maintained adequate coverage relative to its
    covenant of 1x, failure to stay above 1x coverage in fiscal
    2022 that triggers an event of default would put negative
    pressure on the rating.

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.

JFMH is a 60-licensed-bed hospital located in Saline County, MO,
approximately 80 miles east of Kansas City. Operations also include
a 99-bed skilled nursing facility and several rural health clinics.
Total revenues in (unaudited) fiscal 2021 were $60.7 million. Fitch
reviews and cites consolidated financial data, and the consolidated
entity currently comprises the obligated group.

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.


KRISJENN RANCH: Seeks to Hire Texas Ranches as Real Estate Broker
-----------------------------------------------------------------
Krisjenn Ranch, Series Uvalde Ranch seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ real
estate broker, Texas Ranches for Sale, to list and sell its
property in Uvalde County, Texas.

Texas Ranches for Sale will receive a commission of 4.5 per percent
of the sales price.

Ken Hoerster, president of Texas Ranches for Sale, disclosed in a
court filing that his firm does not represent any interest adverse
to the Debtor or its estate.

The firm can be reached through:

     Ken Hoerster
     Texas Ranches for Sale
     609 FM 289
     Comfort, TX 78013
     Phone: 830-249-9339
     Fax: 210-579-1900

                       About KrisJenn Ranch

KrisJenn Ranch, LLC, a privately held company in the livestock
farming industry, KrisJenn Ranch, LLC Series Uvalde Ranch and
KrisJenn Ranch, LLC Series Pipeline Row sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No.
20-50805) on April 27, 2020.  At the time of the filing, KrisJenn
Ranch, LLC disclosed total assets of $16,246,409 and total
liabilities of $6,548,315.  

Judge Ronald B. King oversees the cases.

Muller Smeberg PLLC is the Debtors' legal counsel.  The Debtor also
tapped the services of Douglas Deffenbaugh, a certified public
accountant practicing in Texas.


KRISJENN RANCH: Unsecured Claims Under $1K to be Paid in Full
-------------------------------------------------------------
KrisJenn Ranch, LLC, KrisJenn Ranch LLC, Series Uvalde Ranch, and
KrisJenn Ranch LLC, Series Pipeline Row (the "Debtors") submitted
the Joint Disclosure Statement to their Substantively Consolidated
Plan of Reorganization dated July 15, 2021.

The Debtors will continue to manage their financial affairs as they
did prior to the bankruptcy filing as a part of their respective
Plans of Reorganization. The Debtors will be able to make lump sum
or monthly plan payments with money generated by operations and the
sale of the Ranch and/or Pipeline.

The Debtors have filed a motion to employ Ken Hoerster and Texas
Ranches For Sale as its broker to sell the KrisJenn Ranch (the
"Ranch") located at 6048 CR 365, Uvalde, Texas 78801. The Ranch
proceeds shall be used to pay the Mcleod debt, all unsecured debt
and the administrative expenses of the bankruptcy.

The Plan proposes to substantially consolidate the assets and
liabilities of all three Debtors into KrisJenn Ranch, LLC. The
Debtors and their respective Estates shall be substantively
consolidated for all purposes under the Plan into KrisJenn Ranch,
LLC.

As a result of the substantive consolidation, (a) all Intercompany
Claims by and among the Debtors will be eliminated; (b) any
obligation of any of the Debtors and all guarantees executed by any
of the Debtors will be deemed to be an obligation of each of
KrisJenn Ranch, LLC; (c) any Claim filed or asserted against any of
the Debtors will be deemed a Claim against KrisJenn Ranch, LLC; (d)
any Interest in any of the Debtors will be deemed an Interest in
KrisJenn Ranch, LLC; and (e) for purposes of determining the
availability of the right of setoff under section 553 of the
Bankruptcy Code, the Debtors will be treated as one entity,
KrisJenn Ranch, LLC, so that debts due to any of the Debtors may be
offset against the debts owed by any of the Debtors.

Further, on the Effective Date, the Reorganized Debtor, KrisJenn
Ranch, LLC is authorized to execute all documents necessary to
title all assets previously held by Series Uvalde Ranch or Series
Pipeline Row into KrisJenn Ranch, LLC. KrisJenn Ranch, LLC is
further authorized to wind up the affairs and file all necessary
documents with the Texas Secretary of State and other governmental
organizations to dissolve both series.

Class 1 is the impaired secured claim of Mcleod Oil filed in the
amount of $6,260,196.08 filed in all three debtor cases. The claim
is oversecured by liens encumbering the Ranch, the Express Pipeline
and mineral rights worth least $1.5 million. Debtors agree the
claim is secured; however, Debtors dispute the amount of the claim.
Debtors contend the interest rate on the debt has always been 4.5%
from the time the debt was incurred throughout the bankruptcy case.
Mcleod is alleging the interest rate at the time of filing the case
was 10.5% and has remained 10.5% throughout the pendency of the
bankruptcy case.

Class 5 is the impaired, unsecured Claim of Davis, Cedillo &
Mendoza, Inc. in the amount of $2945. The Class 5 claim shall be
paid in 20 equal monthly installments at the federal judgment rate
in effect on the confirmation date. The first payment shall be made
on the 1st day of the month to occur 30 days after the Effective
date. Cedillo shall vote on the plan.

Class 6 are the impaired, general unsecured administrative
convenience claims scheduled at $1000 or less. The Class 6 claims
shall be paid in full on the Effective Date. They are unimpaired
and shall not vote on the plan.

Class 7 claim is the general unsecured claim of insider Larry
Wright. This claim was scheduled in Case 20-50805 in the amount of
$648,209. Additionally, Larry Wright loaned $129,446 to the
Company. The Class 7 claim shall be subordinated to all other
claims in the bankruptcy except equity claims. The claim shall be
paid in 120 equal monthly installments beginning the 5th year
anniversary of the Effective Date with interest at the judgment
rate of interest in effect on the Effective Date. The claim is
deemed unimpaired.

Class 8 claims are the claims of Debtors' equity holders. The
equity holders shall retain their membership/ownership interest in
each respective debtor as that membership/ownership existed prior
to the bankruptcy filing.

The Debtors anticipate the Ranch will sell for a minimum of $7.5
million. Even if the Court agreed with Mcleod that it was entitled
to 10.5% interest, a sale price of $7.5 million would be sufficient
to pay all pre and post-petition debts of the estate.

A full-text copy of the Disclosure Statement dated July 15, 2021,
is available at https://bit.ly/3wKH0Jd from PacerMonitor.com at no
charge.

Attorneys for Debtors:

     Ronald J. Smeberg, Esq.
     THE SMEBERG LAW FIRM, PLLC
     4 Imperial Oaks
     San Antonio, Texas 78248
     Tel: (210) 695-6684
     Facsimile: (210) 598-7357
     Email: ron@muller-smeberg.com

                       About KrisJenn Ranch

KrisJenn Ranch, LLC, a privately held company in the livestock
farming industry, KrisJenn Ranch, LLC Series Uvalde Ranch and
KrisJenn Ranch, LLC Series Pipeline Row sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No.
20-50805) on April 27, 2020.  

At the time of the filing, KrisJenn Ranch, LLC disclosed total
assets of $16,246,409 and total liabilities of $6,548,315.  

Judge Ronald B. King oversees the cases. Muller Smeberg PLLC is the
Debtors' legal counsel.

No creditors' committee has yet been appointed in this case by the
United States Trustee. No trustee or examiner has been requested or
appointed.


L'OCCITANE INC: August 24 Plan & Disclosure Hearing Set
-------------------------------------------------------
Debtor L'Occitane, Inc. and the Official Committee of Unsecured
Creditors ("Plan Proponents") filed with the U.S. Bankruptcy Court
for the District of New Jersey a joint motion for entry of an order
approving the Disclosure Statement.

On July 15, 2021, Judge Michael B. Kaplan granted the motion and
ordered that:

     * The Disclosure Statement is approved on an interim basis.

     * Aug. 24, 2021, at 11:30 a.m. is the combined hearing on
final approval of the adequacy of the Disclosure Statement and
confirmation of the Plan.

     * Aug. 13, 2021, at 4:00 p.m. is the deadline to file
objections to the adequacy of the Disclosure Statement and
confirmation of the Plan.

     * Aug. 20, 2021, at 4:00 p.m. is the deadline for the Debtors
to file a brief in support of confirmation of the Plan and/or a
reply to any objections to the final approval of the Disclosure
Statement and Confirmation of the Plan.

    * The Plan's releases, exculpatory provisions, and injunctions
comply with Bankruptcy Rule 3016(c) and conspicuously describe the
conduct and parties enjoined by the Plan. Nothing in this Order
shall be deemed a finding or determination or order that the terms
and conditions of any of such releases, exculpatory provisions, or
injunctions are approved.

     * The Debtor is authorized to make non-material changes to the
Disclosure Statement, Plan, Confirmation Hearing Notice, and
related pleadings without further order of the Court.

A full-text copy of the order dated July 15, 2021, is available at
https://bit.ly/2UNZOdk from Stretto, the claims agent.

Counsel for L'Occitane:

     FOX ROTHSCHILD LLP
     49 Market St.
     Morristown, NJ 07960
     Mark E. Hall, Esq
     Martha B. Chovanes, Esq.
     Michael R. Herz, Esq.
     mhall@foxrothschild.com
     mchovanes@foxrothschild.com
     mherz@foxrothschild.com
     Telephone: (973) 992-4800
     Facsimile: (973) 992-9125

Counsel for the Official Committee of Unsecured Creditors:

     COLE SCHOTZ P.C.
     Court Plaza North
     25 Main Street
     Hackensack, New Jersey 07601
     Warren A. Usatine, Esq.
     Seth Van Aalten, Esq. (admitted pro hac vice)
     Justin R. Alberto, Esq. (admitted pro hac vice)   
     wusatine@coleschotz.com
     svanaalten@coleschotz.com
     jalberto@coleschotz.com
     Telephone: (201) 489-3000
     Facsimile: (201) 489-1536

                      About L'Occitane Inc.

New York-based L'Occitane, Inc. -- http://www.loccitane.com/-- is
a national retail chain that sells and promotes the internationally
renowned "L'OCCITANE en Provence" beauty and well-being products
brand in the United States through boutiques in 36 states and its
website. After opening its first boutique in the U.S. in 1996, the
Company presently operates 166 boutiques in 36 states and Puerto
Rico.

Founded by Olivier Baussan more than 40 years ago,
Switzerland-based L'OCCITANE en Provence captures the true art de
vivre of Provence, offering a sensorial immersion in the natural
beauty and lifestyle of the South of France. From the texture of
L'OCCITANE products to the scent, each skincare, body care, and
fragrance formula promises pleasure through beauty and well-being
-- a moment rich in enjoyment and discovery that goes beyond
tangible benefits to create a different experience of Provence.

On Jan. 26, 2021, L'Occitane, Inc., filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 21-10632).  The Debtor estimated $100
million to $500 million in assets and liabilities as of the
bankruptcy filing. International operations are not part of the
Chapter 11 filing.

The Hon. Michael B. Kaplan is the case judge.

Fox Rothschild LLP is serving as the Company's legal counsel, RK
Consultants LLC is serving as financial advisor, and Hilco Real
Estate, LLC is serving as real estate advisor to the Company.
Stretto is the claims agent, maintaining the page
https://cases.stretto.com/LOccitane


L'OCCITANE INC: Fine-Tunes Plan Ahead of August 24 Hearing
----------------------------------------------------------
Debtor L'Occitane, Inc. and the Official Committee of Unsecured
Creditors (the "Creditors' Committee" and together with the Debtor,
the "Plan Proponents") submitted a First Amended Disclosure
Statement regarding the First Amended Joint Plan of Reorganization
dated July 15, 2021.

The Debtor and the Creditors' Committee are the proponents of the
Plan within the meaning of section 1129 of the Bankruptcy Code.
Generally speaking, the Plan provides that each of the Holders of
Allowed Claims will be paid in full and Holders of Interests in the
Debtor shall retain their Interests.

Pursuant to the Plan, the Debtor will pay or provide for payments
of Claims as follows:

     * the Reorganized Debtor will pay Allowed Administrative
Claims, Allowed Professional Fee Claims, Allowed Priority Tax
Claims, Allowed Secured Tax Claims, Allowed Other Secured Claims,
Allowed Other Priority Claims, and Allowed General Unsecured Claims
in full in Cash;

     * the Debtor shall fund the Professional Fee Claim Reserve,
which Professional Fee Claim Reserve shall be used to pay Allowed
Professional Fee Claims;

     * existing Intercompany Claims, other than the approximately
$20 million unsecured loan from L'Occitane International, shall be
paid in cash; and

     * existing Interests in the Debtor will be retained.

Class 4 consists of General Unsecured Claims. Each Holder shall
receive (a) Cash in an amount equal to the due and unpaid portion
of such Allowed General Unsecured Claim on the later of (i) the
Effective Date or (ii) the first business day after the date that
is 30 calendar days after the date such Claim becomes an Allowed
General Unsecured Claim; or (b) such other treatment as such Holder
may agree to.

Holders of Interests in the Debtor will be retained by the Parent
of the Reorganized Debtor under the Plan.

Distributions under the Plan will be funded by the Reorganized
Debtor's Cash on hand and an Exit Loan Facility provided by
International, the parent of the Debtor and Reorganized Debtor, to
the Debtor in an amount sufficient to pay all Allowed Claims under
the Plan. Distributions on account of Professional Fee Claims will
be funded by the Professional Fee Claim Reserve.

Upon assumption of an Unexpired Lease, the Debtor or Reorganized
Debtor shall satisfy any accrued but unbilled amounts under such
Unexpired Lease including, but not limited to, common area
maintenance charges, taxes, and year-end adjustments, and shall
remain liable for all obligations arising under an assumed
Unexpired Lease including: (a) for amounts owed or accruing under
such Unexpired Lease that are unbilled or not yet due regardless of
when such amounts or obligations accrued, on account of common area
maintenance, insurance, taxes, utilities, and similar charges; (b)
any regular or periodic adjustment or reconciliation of charges
under such Unexpired Lease that are not due or have not been
determined; (c) any percentage rent that comes due under such
Unexpired Lease; (d) post-assumption obligations under such
Unexpired Lease; and (e) any obligations to indemnify the
non-Debtor counterparty under such Unexpired Lease pursuant to the
terms of the lease.

By Order dated July 15, 2021, the Disclosure Statement has been
conditionally approved by the Bankruptcy Court. A combined hearing
on the final approval of the Disclosure Statement and Confirmation
of the Plan will be held on August 24, 2021 at 11:30 a.m.

A full-text copy of the First Amended Disclosure Statement dated
July 15, 2021, is available at https://bit.ly/2UcB26R from Stretto,
the claims agent.

Counsel for L'Occitane:

     FOX ROTHSCHILD LLP
     49 Market St.
     Morristown, NJ 07960
     Mark E. Hall, Esq
     Martha B. Chovanes, Esq.
     Michael R. Herz, Esq.
     Telephone: (973) 992-4800
     Facsimile: (973) 992-9125
     E-mail: mhall@foxrothschild.com
             mchovanes@foxrothschild.com
             mherz@foxrothschild.com

Counsel for the Official Committee of Unsecured Creditors:

     COLE SCHOTZ P.C.
     Court Plaza North
     25 Main Street
     Hackensack, New Jersey 07601
     Warren A. Usatine, Esq.
     Seth Van Aalten, Esq.
     Justin R. Alberto, Esq.
     Telephone: (201) 489-3000
     Facsimile: (201) 489-1536
     E-mail: wusatine@coleschotz.com
             svanaalten@coleschotz.com
             jalberto@coleschotz.com

                      About L'Occitane Inc.

New York-based L'Occitane, Inc. -- http://www.loccitane.com/-- is
a national retail chain that sells and promotes the internationally
renowned "L'OCCITANE en Provence" beauty and well being products
brand in the United States through boutiques in 36 states and its
website. After opening its first boutique in the U.S. in 1996, the
Company presently operates 166 boutiques in 36 states and Puerto
Rico.

Founded by Olivier Baussan more than 40 years ago, Switzerland
based L'OCCITANE en Provence captures the true art de vivre of
Provence, offering a sensorial immersion in the natural beauty and
lifestyle of the South of France. From the texture of L'OCCITANE
products to the scent, each skincare, body care, and fragrance
formula promises pleasure through beauty and well-being – a
moment rich in enjoyment and discovery that goes beyond tangible
benefits to create a different experience of Provence.

On Jan. 26, 2021, L'Occitane, Inc., filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 21-10632).  The Debtor estimated $100
million to $500 million in assets and liabilities as of the
bankruptcy filing. International operations are not part of the
Chapter 11 filing.

The Hon. Michael B. Kaplan is the case judge.

Fox Rothschild LLP is serving as the Company's legal counsel, RK
Consultants LLC is serving as financial advisor, and Hilco Real
Estate, LLC is serving as real estate advisor to the Company.
Stretto is the claims agent, maintaining the page
https://cases.stretto.com/LOccitane


LEVI STRAUSS: Fitch Raises LT IDR & Unsec. Notes Rating to 'BB+'
----------------------------------------------------------------
Fitch has upgraded Levi Strauss & Co.'s Long-Term Issuer Default
Rating (IDR) to 'BB+' from 'BB'. Fitch has also upgraded Levi's
unsecured notes to 'BB+'/'RR4' from 'BB'/'RR4' and affirmed its ABL
at 'BBB-'/'RR1'. The Rating Outlook is Stable.

The upgrade reflects Levi's improving operating trajectory, and
Fitch's view that the company's EBITDA will approach pre-pandemic
levels in fiscal 2021 (ending November 2021) based on a rebound in
revenue, good cost control, and channel shifts toward the more
profitable direct-to-consumer channel. As such, Fitch expects
adjusted debt/EBITDAR (capitalizing leases at 8.0x) to improve
below 3.5x in fiscal 2021.

Levi's ratings continue to reflect the company's position as one of
the world's largest branded apparel manufacturers, with broad
channel and geographic exposure, while also considering the
company's narrow focus on the Levi brand and in bottoms.

KEY RATING DRIVERS

Improving Operating Trajectory Underpinned by Refocused Strategy:
Levi's operating trends have improved meaningfully in recent
quarters, alongside a recovery in the global apparel market.
Revenue for the six months ended May 2021 increased 29% and Fitch
projects fiscal 2021 revenue could expand nearly 25% to $5.5
billion, within 5% of pre-pandemic levels. EBITDA of approximately
$375 million during the six months ended May 2021 exceeded 2019 by
around 10% on good cost control, lower promotional activity, and
channel shifts toward the more profitable direct-to-consumer
channel and away from wholesale. Assuming some reversal to cost
reductions in 2H21, EBITDA could be around $735 million, close to
2019 levels. Fitch expects revenue and EBITDA to expand low-single
digits beginning fiscal 2022.

Levi may benefit longer term both from implications of the pandemic
and work it has undertaken over the past 18 months. First,
accelerated shifts toward wardrobe casualization may benefit denim
sellers. Second, Levi has intensified efforts to both streamline
its cost structure and shift its business toward direct-to-consumer
channels like retail and e-commerce. These efforts improve Levi's
margins, provide increased control over its business and sales, and
permit further reinvestments for future growth. Finally, given its
scale and good cash flow generation, Levi benefits from increased
customer focus on omnichannel capabilities, given the broad assets
required and expense needed to build and maintain strong
omnichannel models.

Strong Historical Top-Line Growth: Levi's top-line accelerated in
fiscals 2017 (8%), 2018 (14%) and 2019 (6%), following modestly
positive constant-currency growth the prior few years. Strong
growth across categories and geographies demonstrate that the
company's merchandising and branding efforts bore fruit. Levi's
brand and offering have been trend-right, and the company
successfully exploited opportunities to capitalize on this momentum
through new product assortments, brand and celebrity
collaborations, and square-footage expansion.

Levi's positive constant currency growth is evidence of the
company's somewhat resilient business model in the face of apparel
industry volatility, particularly for U.S. mid-tier apparel
retailers. The company's product portfolio is primarily basic denim
product, which is more replenishment-oriented and relatively less
susceptible to fashion trend changes over time. The company is also
broadly distributed across retail channels, including department
store and specialty, but also general merchandise/discount and
online; thus, Levi is somewhat agnostic to the impact of shifts in
shopping channels.

Strategic Growth Initiatives: Management has outlined three
strategic initiatives that should support Fitch's expectation of
low single digit positive sales growth over time. The first is to
drive the profitable core businesses and brands through product
innovation and strengthened customer relationships. The core
businesses are the Levi's men's bottoms business globally, the
Dockers brand in the U.S. and key global wholesale accounts, such
as Walmart, Inc. (AA/Stable).

An example of strengthening relationship is Levi's partnership with
Target Corporation (A/Stable). Levi has sold its lower-priced
Denizen line to Target for approximately 10 years. In 2019, the
company began to sell its core line in a limited number of stores;
this will expand to 500 stores by the fall of 2021. In January
2021, Levi and Target announced a limited edition assortment of
denim-inspired products, including home accessories, which was
introduced in February 2021.

The second initiative is to expand Levi's presence in
less-penetrated product categories and markets. Businesses to
expand include men's tops and outerwear, women's and key emerging
markets, such as Russia, India and China. Levi's women's line Revel
supported growth in recent years, especially in key emerging
markets.

Finally, Levi plans to grow its company-owned and omnichannel
presence. The company's owned retail stores (31%) and online
channel (8%) accounted for 39% of sales in fiscal 2020. Levi plans
to grow its direct penetration through retail unit expansion and
investments in its e-commerce operations to improve the online
customer experience and functionality.

Evolving Financial Policy: Levi ended 2019 with leverage at 3.1x,
significantly lower than the recent peak of 5.3x in fiscal 2011.
While some of the improvement was due to EBITDA growth, the company
also directed FCF toward debt paydown, reducing debt around 50% to
$1.1 billion beginning fiscal 2012 through the end of fiscal 2016.

Fitch does not anticipate meaningful debt reduction. In fact, debt
issuance is a possibility as Levi explores tuck-in acquisitions to
expand its business scope or enhance its growth prospects. Levi's
growth funding sources also include its meaningful internal cash
flow generation and, following its 2019 initial public offering,
potential public equity issuance.

Assuming flat debt levels, Levi's adjusted leverage is projected to
be approximately 3.4x in fiscal 2021 and remain below 3.5x absent a
sizable debt-financed investment.

DERIVATION SUMMARY

The upgrade of Levi's IDR to 'BB+' reflects its improving operating
trajectory, and Fitch's view that the company's EBITDA will
approach pre-pandemic levels in fiscal 2021 (ending November 2021)
based on a rebound in revenue, good cost control, and channel
shifts toward the more profitable direct-to-consumer channel. As
such, Fitch expects adjusted debt/EBITDAR (capitalizing leases at
8.0x) to improve below 3.5x in fiscal 2021.

Levi's ratings continue to reflect the company's position as one of
the world's largest branded apparel manufacturers, with broad
channel and geographic exposure, while also considering the
company's narrow focus on the Levi brand (around 85% of revenue)
and in bottoms (around 72% of revenue). The company benefits from
its broad distribution across department stores, specialty, mass,
and discount, in addition to self-distribution (nearly 40% of sales
are generated from company-operated stores and its online presence)
which somewhat mitigates secular challenges in the U.S. mid-tier
apparel industry.

The company's financial profile improved in recent years from a
focus on expense management and more stable constant currency
revenue growth, somewhat mitigated by the negative impact of the
strengthening U.S. dollar.

Similarly rated apparel and accessories peers include Capri
Holdings Limited (BB+/Stable), and Tapestry, Inc. (BB/Stable).
Ratings for Capri and Tapestry reflect their strong U.S positioning
and global presence in the handbag and leather goods categories.
Like Levi, operations for Capri and Tapestry are dominated by a
single brand, which somewhat limits diversification and heightens
fashion risk.

Both Capri and Tapestry have made leveraging acquisitions in recent
years with somewhat disappointing subsequent performance, on
continued sluggishness for Capri's Michael Kors brand and a
difficult turnaround for Tapestry's acquired Kate Spade brand.

KEY ASSUMPTIONS

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

-- Fitch projects Levi's fiscal 2021 revenue could expand around
    23% toward $5.5 billion from depressed fiscal 2020 levels
    although remain around 5% below the $5.8 billion recorded in
    fiscal 2019. Revenue growth could moderate to around 3% in
    fiscal 2022 as traffic and interest in apparel continues to
    rebound, with low-single digit revenue growth resulting in
    near pre-pandemic revenue generation of $5.7 billion in fiscal
    2023.

-- EBITDA, which declined to approximately $360 million in fiscal
    2020 from approximately $750 million in fiscal 2019, could
    improve toward $735 million in fiscal 2021 as revenue
    recovers. EBITDA margins, which declined to 8% in fiscal 2020
    from 13% in fiscal 2019, could surpass historical margins,
    approximating 13.5% in fiscal 2021. Fitch expects margins to
    stabilize at the mid-13 level for the remainder of our
    forecast, as some cost reductions and process improvements
    undertaken during the pandemic could prove to be permanent.
    Ongoing business shifts toward Levi's direct-to-consumer
    channel should also benefit margins over time.

-- FCF after dividends improved to approximately $275 million in
    fiscal 2020 from approximately $125 million in fiscal 2019
    despite EBITDA declines due to working capital benefits, capex
    reductions and a mid-year suspension of Levi's dividend. In
    fiscal 2021, FCF is expected to be moderately positive, yet
    decline y/y despite EBITDA improvements, given working capital
    reversals and increases to capex and dividends. Assuming
    neutral working capital, FCF in fiscal 2022 could be in the
    high $200 million range. Fitch expects the company to net pay
    down $500 million of debt in fiscal 2021 (of which, $300
    million was repaid in fiscal 1H21), and could use FCF
    beginning fiscal 2022 toward growth investments, including
    tuck-in acquisitions.

-- Adjusted debt/EBITDAR, which rose to 6.0x in fiscal 2020 from
    3.1x in fiscal 2019 on EBITDA declines and $500 million of
    unsecured notes issuance, could improve to around 3.4x in
    fiscal 2021 on EBITDA improvement and the expected repayment
    of $500 million of debt. Fitch expects adjusted leverage to
    remain below 3.5x over the next two to three years, assuming
    no change to debt levels from the end of fiscal 2021.

RATING SENSITIVITIES

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

-- A sustained mid-single-digit annual increase in constant
    currency revenue and EBITDA such that EBITDA approached $900
    million on current debt levels, yielding adjusted debt/EBITDAR
    below 3.0x;

-- Alternatively, portfolio actions including acquisitions that
    enhanced Levi's scale while lessening Levi's concentration on
    the Levi brand and its bottoms business, could result in Fitch
    viewing Levi's current financial profile, including adjusted
    debt/EBITDAR sustained under 3.5x, as appropriate for a 'BBB-'
    rating;

-- In addition to the above, a publicly stated financial policy
    could support positive rating action.

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

-- Top line weakness and increased marketing / promotion
    investments driving EBITDA below $700 million, resulting in
    sustained adjusted debt /EBITDAR over 3.5x.

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

Strong Liquidity: Levi's liquidity is strong, supported by cash on
hand of $1.2 billion and unused revolver availability of $694
million as of May 30, 2021, based on Levi's borrowing base, no
outstanding borrowings and net of $15 million of letters of credit
and other minor borrowings. The $850 million revolving credit
facility is secured by U.S. and Canadian inventories, receivables
and the U.S. Levi trademark, and benefits from upstream guarantees
from the domestic operating companies.

Availability is subject to a borrowing base, essentially defined as
95% of credit card receivables, plus 85% of net eligible accounts
receivable, plus 50% of raw materials inventory, plus 95% of
finished goods inventory, plus 100% of cash in the collateral
account and the U.S. Levi trademark. In January 2021, the company
amended the revolving credit facility. Material terms remained
substantially unchanged apart from the following, (i) the letter of
credit limit was reduced from $350 million to $150 million, and
(ii) the maturity date was extended to January 5, 2026.

In April 2020, Levi issued $500 million of notes due 2025 to
fortify liquidity at the onset of the pandemic. In March 2021, Levi
issued $500 million of new unsecured notes due 2031 and used
proceeds plus $300 million of cash on hand to repay $800 million of
unsecured notes. As of May 2021, the company's capital structure
consisted of $1.3 billion of unsecured notes. Fitch expects Levi to
use cash to repay another $200 million of notes during fiscal 2021.
As such, Levi's year-end fiscal 2021 debt is expected to
essentially equal year-end fiscal 2019 levels of $1.1 billion and
include approximately $575 million in notes due 2027 and $500
million in notes due 2031.

RECOVERY CONSIDERATIONS

Fitch does not employ a waterfall recovery analysis for issuers
assigned ratings in the 'BB' category. The further up the
speculative grade continuum a rating moves, the more compressed the
notching between the specific classes of issuances becomes. Fitch
assigned a 'BBB-'/'RR1' rating to Levi's ABL revolver, indicating
outstanding (91%-100%) recovery prospects in the event of default.
Fitch assigned a 'BB+'/'RR4' rating to Levi's unsecured notes,
indicating average (31%-50%) recovery prospects.

ISSUER PROFILE

Levi is one of the world's largest branded apparel companies, with
fiscal 2020 (ended November 2020) revenues of $4.45 billion (and
over $5.7 billion in revenue prior to the pandemic in fiscal
2019).

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch has adjusted the historical and projected debt by adding
    8.0x yearly operating lease expense.

-- In 2020, Fitch added back $51 million in non-cash stock-based
    compensation as well as $160 million in COVID-related charges
    and costs to operating EBITDA.

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.


LIVE NATION: S&P Alters Outlook to Stable, Affirms 'B' ICR
----------------------------------------------------------
S&P Global Ratings revised its rating outlook on Live Nation
Entertainment Inc. to stable from negative and affirmed its 'B'
issuer credit rating on the company.

S&P's stable outlook on Live Nation reflects its expectation that
live music event attendance will recover in the second half of 2021
and reach pre-pandemic levels in 2022 as social-distancing
restrictions are lifted. This should result in leverage declining
to the low-6x area in 2022 and free operating cash flow (FOCF) to
debt in the mid-single-digit area.

Attendance at live music events will recover in the second half of
2021 as social-distancing restrictions lift. S&P said, "We believe
advancing vaccination rates and the easing of social distancing
requirements over the past several months signal the return of live
music events in the second half of 2021, with outdoor venues coming
back first. By 2022 we expect the full slate of events, including
indoor venues and global arena tours, to return. Further, as the
company ramps up its concerts schedule, we expect Ticketmaster to
grow revenues thanks to robust ticket demand from consumers.
Finally, we expect the company's high margin sponsorship and
advertising business will grow in line with its concerts schedule
and ticketing revenues. As a result, we expect consolidated
revenues for 2021 will grow to 40%-45% of 2019 levels and 2022
revenues will reach 2019 levels."

EBITDA generation and cash flow will recover to historic levels in
2022. The company made numerous cost reductions during the past
year and some of these cuts may be long lasting, but most of the
company's variable costs will need to return to historic levels to
support growing revenue over the next 12 months. S&P said, "We
expect the company to achieve positive EBITDA and cash generation
for the second half of 2021, but full-year 2021 profitability and
cash flow will be muted due to poor earnings in the first half. In
2022 we expect the company will benefit from a full year of
revenues at 2019 levels and incremental operating efficiencies,
resulting in EBITDA margins in the 9.5% area and FOCF between $300
million-$400 million."

S&P said, "The company's debt burden increased substantially during
the pandemic and we expect leverage to remain elevated as business
recovers. Since mid-March 2020, Live Nation issued roughly $1.7
billion in new debt to shore up liquidity during periods of cash
burn. As of March 31, 2021, the company's S&P Global
Ratings-adjusted debt balance was over $6 billion. We expect
positive EBITDA and cash flow generation will enable the company to
dramatically improve its credit metrics relative to 2020 levels,
but key credit metrics (such as leverage) may remain above
pre-pandemic levels in the near term. We forecast leverage will
decline to the low-6x area in 2022 from over 20x in 2021, but this
is still well above the company's 2019 leverage at 4.4x. In our
view, improvement in credit metrics will depend on the company's
capital allocation decisions among growth initiatives, shareholder
returns, and debt reduction."

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

-- Health and safety

S&P said, "Our stable outlook on Live Nation reflects our
expectation that live music events will begin returning in the
second half of 2021 and reach pre-pandemic levels in 2022,
resulting in leverage declining to the low-6x area in 2022 and FOCF
to debt in the mid-single digit area.

"We could lower our rating on Live Nation if a resurgence of the
coronavirus pandemic leads to live event postponements and
cancellations. Under this scenario, we believe Live Nation would
tap into its liquidity reserves, increasing the risk of a covenant
violation. We would expect this scenario to equate to leverage
remaining well above 7.5x and FOCF to debt remaining negligible in
2022.

"We could raise our rating on Live Nation if the company is able to
lower leverage below 6x and sustain it at that level while
generating FOCF to debt above 5%. This scenario would likely
require a strong return to live music event volumes, prudent cost
management, and voluntary debt reduction."



LIVEXLIVE MEDIA: Incurs $41.8 Million Net Loss in Fiscal 2021
-------------------------------------------------------------
LiveXLive Media, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$41.82 million on $65.23 million of revenue for the year ended
March 31, 2021, compared to a net loss of $38.93 million on $38.66
million of revenue for the year ended March 31, 2020.

As of March 31, 2021, the Company had $85.77 million in total
assets, $77.63 million in total liabilities, and $8.14 million in
total stockholders' equity.

Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated July 14, 2021, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

LiveXLive said, "The Company's ability to continue as a going
concern is dependent on its ability to execute its growth strategy
and on its ability to raise additional funds.  The Company filed a
universal shelf Registration Statement on Form S-3 which became
effective in February 2019 to raise up to $150.0 million in cash
from the sale of equity, debt and/or other financial instruments,
of which $121.5 million is remaining.  The continued spread of
COVID-19 and uncertain market conditions may limit the Company's
ability to access capital, may reduce demand for its services, and
may negatively impact its ability to retain key personnel.  During
the year ended March 31, 2021, the Company sold 1,820,000 shares of
its common stock to certain institutional investors for gross
proceeds of $7.5 million.  Management is currently seeking
additional funds, primarily through the issuance of equity and/or
debt securities for cash to operate the Company's business.  No
assurance can be given that any future financing will be available
or, if available, that it will be on terms that are satisfactory to
it.  Even if the Company is able to obtain additional financing, it
may contain terms that result in undue restrictions on its
operations, in the case of debt financing or cause substantial
dilution for its stockholders, in case of equity and/or convertible
debt financing.  The Company may also have to reduce certain
overhead costs through the reduction of salaries and other means
and settle liabilities through negotiation.  There can be no
assurance that management's attempts at any or all of these
endeavors will be successful."

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

https://www.sec.gov/Archives/edgar/data/1491419/000121390021036869/f10k2021_livexlivemedia.htm

                       About LiveXLive Media

Headquartered in West Hollywood, CA, LiveXLive --
http://www.livexlive.com-- is engaged in the acquisition,
distribution and monetization of live music events, Internet radio,
podcasting/vodcasting and music-related subscription, streaming and
video content.  Through its comprehensive service offerings and
innovative content platform, the Company provides music fans the
ability to listen, watch, attend, engage and transact.


MARZILLI MACHINE: Cash Collateral Request Mooted, Plan Confirmed
----------------------------------------------------------------
Judge Christopher J. Panos ruled as moot the motion seeking
authority to use the cash collateral filed by Marzilli Machine Co.,
as the Debtor's Plan has been confirmed.  

A copy of the order is available for free at https://bit.ly/3BgE4HO
from PacerMonitor.com.

                    About Marzilli Machine Co.

Marzilli Machine Co. -- https://marzmachine.com -- is a
manufacturer of military, aerospace, medical and firearms
components.

Marzilli Machine filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
20-12007) on Oct. 2, 2020.  Marzilli Machine's President Lee Anne
Marzilli signed the petition. At the time of filing, the Debtor
disclosed $1,155,586 in assets and $1,763,992 in liabilities.

Judge Christopher J. Panos oversees the case.

Madoff & Khoury, LLP serves as Debtor's legal counsel.

The Bankruptcy Court confirmed the Debtor's Chapter 11 Plan on July
13, 2021.




METHODIST UNIVERSITY: Fitch Rates $15.4MM Series 2012 Bonds 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed its Long-Term Issuer Default Rating
(IDR) on Methodist University, as well as its rating on North
Carolina Capital Facilities Finance Agency's approximately $15.4
million of series 2012 revenue bonds issued on behalf of Methodist
University (Methodist, or the university), at 'BB'.

The Rating Outlook remains Negative.

SECURITY

Methodist's obligations pursuant to a loan agreement with the
issuer are a general, unconditional obligation payable from all
legally available university funds. Methodist secures its
obligations under the agreement with a mortgage interest in its
core campus.

ANALYTICAL CONCLUSION

The affirmation of Methodist University's IDR and bond rating at
'BB' reflects the university's stable leverage metrics and limited
but adequate operating cost flexibility throughout recent
volatility. Financial operations have been bolstered by significant
institutional federal relief, totaling about $5.5 million, which
Fitch expects the university to recognize for lost revenues through
fiscal 2022. Fitch remains concerned by the university's ongoing
trend of weakening undergraduate demand, which has continued
through fiscal 2021, although early indicators for fall 2021
suggest possible stabilization.

The 'BB' rating further reflects the university's thin 56% cushion
of available funds (AF) to adjusted debt relative to Fitch's
assessment of the university's revenue defensibility and operating
risk. Revenue defensibility is characterized by historically weaker
demand indicators with declining enrollment and admissions in
recent years. Midrange operating risk reflects some remaining
capacity to generate limited but adequate cash flow margins on a
shrinking revenue base. Near-term capital plans are limited,
affording some flexibility in the timing and level of future
capital investment needs relative to moderate donor support. The
university exhibits a weaker financial profile with weak but
improving leverage constrained by a weaker liquidity profile,
reflecting variable-rate debt exposure and heightened sensitivity
of debt service coverage (DSC) to revenue and investment stresses.

KEY RATING DRIVERS

Revenue Defensibility: 'bb'

Demand-Driven Revenue Declines

Methodist's 'bb' revenue defensibility assessment is characteristic
of the university's weakened demand indicators, limited market
reach and relatively price-elastic student base in the context of
declining undergraduate enrollment. Admissions and enrollment
metrics have deteriorated through fiscal 2021, and indicators for
fall 2021 remain unclear. Dependence on student fees is
particularly concerning in this context, at nearly 90% of
Methodist's total revenues.

Operating Risk: 'bbb'

Adequate Cash Flow and Manageable Capital Needs

The 'bbb' operating risk assessment reflects Fitch's expectations
for sustained limited yet adequate cash flow margins as the
university works to stabilize expenses in the near to intermediate
term relative to revenue pressures. Capital needs are manageable,
with flexible timing and a track record of stable donor support.

Financial Profile: 'bb'

Thin Leverage, Asymmetrically Weak Liquidity

Methodist's 'bb' financial profile assessment reflects high
leverage relative to the moderate strength of the university's
business profile. AF levels increased to 56% in fiscal 2020,
following a trend of declines through fiscal 2019 (41%) with
investment in facilities. Fitch considers Methodist's financial
profile to be vulnerable to investment and revenue stresses.

DSC thinned to just over the covenant requirement of 1.2x in fiscal
2020, as calculated under the loan agreement. Limited coverage,
combined with Methodist's exposure to variable-rate debt, supports
a weaker liquidity profile assessment. Variable-rate debt accounts
for about $16 million of Methodist's $35 million debt portfolio.
Half of the variable-rate bonds are swapped to fixed rate under an
interest rate swap agreement with Sun Trust Bank through 2024. DSC
levels and AF to operating expenses remain just adequate through
Fitch's base case scenario but exhibit heightened sensitivity under
rating case stresses, with coverage potentially dropping to below
1.0x in the event of prolonged revenue pressure.

ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS

No asymmetric additional risk considerations apply to Methodist's
rating.

RATING SENSITIVITIES

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

-- A consistent record of stable demand indicators and enrollment
    with a trend of stable to increasing student-generated
    revenues.

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

-- Continued demand pressure, including declines in enrollment
    and/or net tuition and fee revenues from current levels.

-- A failure to maintain adjusted cash flow margins consistently
    at or above 5%, pressuring DSC below covenanted coverage of
    1.2x.

-- Deterioration in balance sheet ratios, with AF to adjusted
    debt declining below 30%.

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.

CREDIT PROFILE

Methodist is a small, private liberal arts university located in
Fayetteville, NC. Methodist has been expanding its academic
programs from liberal arts and specialized programs, such as golf
management, to include health sciences, education and engineering.
The university's regional accreditation with the Southern
Association of Colleges and Schools Commission on Colleges was
reaffirmed last year without incident for a 10-year term through
2029.

Methodist's total headcount enrollment of around 1,800 in fall 2020
(fiscal 2021) and approximately 1,700 on an FTE basis reflect
declines of about 20% since fall 2017. Many of the university's
specialized sports programs exhibited significant coronavirus
pandemic-related enrollment declines in fall 2020, compounding a
multiyear trend of declining demand across many of Methodist's
program offerings. Health-related programs at all levels have
remained fairly stable, thereby limiting revenue declines from
lower enrollment in other program areas. Recent efforts to
strengthen undergraduate retention and expand online nondegree
programs may be accretive to revenues in future years.

The university serves a mix of fulltime and part-time traditional
residential students, commuters and military personnel from the
nearby Fort Bragg military installation. Active-duty and affiliated
students represent more than 20% of university enrollment.

Coronavirus Update

In response to the coronavirus pandemic, Methodist shifted to
remote instruction in March 2020. Related auxiliary refunds were
largely offset by expense reductions and extraordinary federal aid.
The university later returned to campus instruction, albeit with
fully online options for all students in the 2020-2021 academic
year, and it plans to return to normal modes of instruction for
fall 2021. Methodist received federal stimulus funds totaling $10
million (approximately $5.5 million for institutional support) in
several rounds to be recognized over fiscal years 2020 to 2022. In
addition, Methodist received $5.2 million of Paycheck Protection
Program (PPP) loan proceeds in fiscal 2020, and management reports
that the university has met the requirements and expects total loan
forgiveness under the program, which will be reflected in the
fiscal 2021 audit.

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.


MORE AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: More Automotive Products, Inc.
           DBA Dollar Rent A Car
        Avenue Baldorioty De Castro #100
        KM. 10.1 Marginal Los Angeles
        Carolina, PR 00979

Business Description: More Automotive Products, Inc. operates a
                      passenger car rental business.

Chapter 11 Petition Date: July 15, 2021

Court: United States Bankruptcy Court
       District of Puerto Rico

Case No.: 21-02142

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Charles A. Cuprill Hernandez, Esq.
                  CHARLES A. CUPRILL, PSC LAW OFFICES
                  356 Fortaleza Street
                  Second Floor
                  San Juan, PR 00901
                  Tel: 787-977-0515
                  Email: ccuprill@cuprill.com
                
Debtor's
Financial
Advisor:          LUIS R. CARRASQUILLO & CO., P.S.C.

Debtor's
Special
Counsel:          SALDANA, CARVAJAL & VELEZ-RIVE, P.S.C.

Total Assets: $13,239,982

Total Liabilities: $11,470,883

The petition was signed by Alberic Colon Zambrana, president.

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

https://www.pacermonitor.com/view/B2U5AYI/MORE_AUTOMOTIVE_PRODUCTS_INC__prbke-21-02142__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. AC Auto Parts                      Parts and             $1,066
PO Box 70320                           Services
San Juan, PR
00936-8320
Tel: 787-999-8888

2. Aerostar Airport                     Lawsuit         $3,000,000
Holdings, LLC
254 Munoz Rivera Avenue
6th Floor
San Juan, PR 00918
Tel: 787-289-7240

3. AFLAC                                 Cancer             $1,604
1932 Wynnton Road                       Program
Columbus, GA                          (Insurance)
31999-0001
Tel: 787-665-7030

4. Car Color Max                      Auto Repairs          $1,816
PO Box 31136
65th Infanteria
San Juan, PR 00929
Tel: 787-633-3500

5. Caribbean Auto                     Auto Repair             $469
Distributors                           Services
PO Box 888
Carolina, PR 00986
Tel: 787-776-2295

6. Department of Treasury            Income Tax             $4,265
Bankruptcy Section                    Withheld
PO Box 9024140
Office 424 B
San Juan, PR
00902-4140
Tel: 787-771-3072

7. Motorambar, Inc.                  Auto Parts               $229
PO Box 366239                       and Repairs
San Juan, PR
00936-6239
Tel: 787-620-0880

8. Municipio De Carolina          Municipal Taxes          $33,315
Apartado 8
Carolina, PR
00986-0008

9. NCM Enterprise LLC                Car Keys                 $465
PO Box 1622                          Services
Carolina, PR
00984-1622
Tel: 787-314-1217

10. Ocasio Gate O Matic              Access                   $323
HC 61 Box 4594                      Control
Trujillo Alto, PR                   Services
00976
Tel: 787-760-3315

11. Office Depot                     Office                   $336
PO Box 1413                         Supplies
Charlotte, NC  
28201-1413
Tel: 787-701-7711

12. Plavica Auto                 Auto Repairs                 $762
Glass Center
PO Box 51529
Toa Baja, PR
00950-1529
Tel: 787-622-2020

13. PR Department of Labor         Driver's                   $254
PO Box 195540                     Insurance
San Juan, PR
00919-5540
Tel: 787-754-5353

14. Puerto Rico Tire                Tires                  $10,680
Distributors, LLC
The Clusters S
16 Ocean Blue
Dorado, PR 00646
Tel: 787-507-7611

15. Taller Frank                Auto Repairs                $2,375
URB. Country Club
1165 Trinidad Street
Carolina, PR 00979
Tel: 787-757-3170

16. Taller Los                 Repair Services              $2,975
Amigos Giusti
PO Box 104
Sabana, Seca, PR
00952-0104
Tel: 787-590-2728

17. The Hertz Corporation         Commissions              $65,682
8501 Williams Road
Estero, FL 33928

18. The Hertz Corporation         Reservations             $27,317
8501 Williams Road
Estero, FL 33928

19. U.S. Small Business              Payroll              $316,600
Administration                     Protection
Puerto Rico &                     Program Loan
U.S.V.I. District Office
273 Ponce De Leon Avenue
San Juan, PR 00917
Tel: 787-766-5572

20. Universal Life                 Disability                 $202
Insurance                          Insurance
PO Box 2145
San Juan, PR
00922-2145
Tel: 787-706-7337


MY2011 GRAND: Verdict on Freeze-out Merger to Decide Debtors' Plan
------------------------------------------------------------------
MY 2011 Grand LLC and S&B Monsey LLC filed with the Bankruptcy Code
a Joint Amended Plan of Reorganization and accompanying Disclosure
Statement dated July 9, 2021.

The Debtors filed their original Joint Plan of Reorganization and
accompanying Disclosure Statement on July 7, 2020.  The original
plan to exit bankruptcy was to refinance the loan with 227 Grand
Mezz Lender LLC aggregating $13,632,949.  The Mezz Loan is secured
by the Debtors' respective membership interests in Grand Living LLC
II.  The Debtors vigorously dispute the Mezz Lender's claim.  The
Property mortgage is currently approximately $17 million.

My2011 owns a 31.75% membership interest in Grand Living LLC II.
Monsey owns a 33% membership interest in Grand Living LLC II. Yoel
Goldman, a non-debtor, through his entity All Year Holdings
Limited, holds the remaining 35.25% membership interest in Grand
Living LLC II.  Grand Living LLC II is the sole member of Grand
Living LLC, which in turn owns the real property at 227 Grand
Street, in Brooklyn, New York.  

The Debtors related that due to Mr. Goldman's refusal to sign an
extension of his personal guaranty and provide necessary
information to the Property Mortgage Lender for the extension of
the Property Mortgage, the Property Mortgage loan went into
default.  The refinancing lenders became uncomfortable and refused
to refinance the Mezz Loan or the Property Mortgage.  As a result
of the breakdown in financing, the Debtors advised the Court that
it could not move forward with confirmation of the original plan.


In light of the acrimony between the partners, the Majority in
Interest implemented a freeze-out merger, pursuant to New York law,
and invoking the broad dispute resolution of the Bankruptcy Court.
Under New York law, the freeze-out merger process permits majority
holders in an entity to cash out a minority shareholder.  The
minority shareholder's recourse is to challenge the proposed merger
consideration in a judicial valuation proceeding.  Mr. Goldman and
All Year have filed two separate proofs of claim, seeking
$10,000,000 in damages, against each of the Debtors.  The Debtors
filed an objection to the Goldman Claims and the All Year Claims
pursuant to which the Debtors seek to have the Claims expunged or
equitably or contractually subordinated.  

If the Court determines that the merger consideration for Goldman
is less than $2.6 million and the Goldman and All Year Claims are
expunged or subordinated, Northwind Group has committed to provide
sufficient sums to refinance the mezzanine loan and the mortgage
loan on the Property and to pay the merger consideration to
Goldman.  The Debtors said Northwind presented the best commitment
for mortgage financing in a range between $27 million and $29
million, subject only to the expungement and/or subordination of
the Goldman and All Years claims, the determination of Goldman's
merger consideration at no greater than $2.6 million, and
confirmation of the Plan.

It is anticipated that the Mezz lender will accept approximately $8
million. The Mortgage Lender is owed approximately $17 million. The
senior debt, together with the Mezz debt, Goldman's merger
consideration payout (at $2.6 million), and other claims aggregate
approximately $33 million.  SME Funding has agreed to provide
mezzanine loan financing in amount above the Northwind commitment
so that the Debtors will have not less than $33 million to
consummate the Plan.

Classes and treatment of Claims under the Plan:

I. Claims against Debtor MY 2011

  a. MY 2011 Class 1 - Mezz Loan

As of July 15, 2021, the 227 Grand Mezz Lender LLC asserts that
$13,632,949 is due from MY 2011 and Monsey, jointly and severally.
This amount includes substantial default rate interest at 24% per
annum which will be the subject of an objection.  Additionally,
subject to Plan Confirmation, the Claim may be reduced by up to
20.8% by agreement of a 20.8% participant in the Mezz Lender.

The Debtors shall satisfy the Class I Claim with a new note and
security interest or from the proceeds of a refinancing to be
finalized on or prior to the Effective Date.  The new note and
mortgage shall be on customary terms and forms providing for 8%
interest (4.00% to be paid currently and 4.00% to accrue) with the
principal balance and accrued interest to be paid at maturity on
the 20 month anniversary of the Effective Date. If the Debtors
refinance the Class 1 Claim on or before the Effective Date, the
Class 1 Claimant shall be paid the Allowed Amount due at that time
plus interest through the date of payment.

  b. MY 2011 Class 2 - Section 507 (a) Priority Claims.  The
Debtors estimate no Class 2 Claims.

  c. MY 2011 Class 3 - General Unsecured Claims

Filed and scheduled Claims total General unsecured claims total
$20,038,000, including $20 million in the aggregate by virtue of
the Goldman and All Year Claims.  Each Class 3 Claimant shall be
paid the Allowed Amount of its Claim plus interest at the Legal
Rate on the 20-month anniversary of the Effective Date. If the
Debtors refinance the Class 1 Claim on or before the Effective
Date, each Class 3 Claimant shall be paid the Allowed Amount due on
or before the Effective Date, plus interest at the Legal Rate
through the date of payment

  d. MY 2011 Class 4 - Interests Holders.  Interest Holders shall
be obligated to pay or escrow for Administrative Claims and
statutory fees due to the Office of the United States Trustee on or
before the Effective Date. Interest Holders shall be entitled
maintain ownership of their Interests under the Plan.

II. Claims against Debtor Monsey

  a. Monsey Class 1 - Mezz Loan.  MY 2011 and Monsey are jointly
and severally liable on the Mezz Loan.

  b. Monsey Class 2 - Section 507 (a) Priority Claims.  The Debtors
estimate no Class 2 Claims.

  c. Monsey Class 3 - General Unsecured Claims

Filed and scheduled Claims total General unsecured claims total
$20,172,675 in Monsey, including $20 million of Claims in the
aggregate by Goldman and All Year.  Each Class 3 Claimant shall be
paid the Allowed Amount of its Claim plus interest at the Legal
Rate on the 20-month anniversary of the Effective Date. If the
Debtors refinance the Class 1 Claim on or before the Effective
Date, each Class 3 Claimant shall be paid the Allowed Amount due on
or before the Effective Date, plus interest at the Legal Rate
through the date of payment.

  d. Monsey Class 4 - Interests Holders

                     Means for Implementation  

The Debtors intend to continue to seek to refinance the Class I
Claims, and if successful before the Effective Date, all creditors
will be paid in full in Cash from the refinance proceeds on the
Effective Date.  Administrative Claims, Priority Claims, if any,
and statutory fees to the Office of the United States due on the
Effective Date shall be paid either from funds to be contributed by
the Interest Holders or the proceeds of refinancing, if available.

                Contingencies Surrounding the Plan

Confirmation of the Plan is contingent upon the following
conditions being satisfied:

  * consensual resolution, or adjudication by this Court, of the
amount of Goldman's merger consideration in an amount not greater
than $2.6 million;

  * expungement of, and/or subordination below, the Goldman and All
Year Claims to the classes of General Unsecured Claims;

  * binding commitment of financial institutions or other bona fide
capital providers of amounts necessary to fund Plan payments and
refinancing of secured debt of Grand Living II and Grand Living;
and

  * the Confirmation Order being in form and substance acceptable
to the Debtors, and there shall not be a stay or injunction in
effect with respect thereto.

Post-confirmation, the Debtors shall be managed by Michael
Lichtenstein and Toby Moskovits.  Each Debtor is currently managed
by David Goldwasser.

A copy of the Amended Disclosure Statement is available for free at
https://bit.ly/36EZWOW from PacerMonitor.com.

Counsel for the Debtors:

   Mark Frankel, Esq.
   Backenroth Frankel & Krinsky, LLP
   800 Third Avenue, Floor 11
   New York, NY 10022
   Telephone: (212) 593-1100
   Email: mfrankel@bfklaw.com


                      About MY 2011 Grand LLC

MY2011 Grand has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211.  The current value of the
Debtor's interest is $12.80 million.

S & B Monsey has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211.  The current value of the
Debtor's interest is $13.2 million.

MY 2011 Grand LLC and S & B Monsey filed voluntary petitions under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23957) on Nov. 6, 2019. The petitions were signed by David
Goldwasser, authorized signatory of GC Realty Advisors.

At the time of filing, MY2011 Grand and S & B Monsey each estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.

The Debtors are represented by Mark A. Frankel, Esq. at Backenroth
Frankel & Krinsky, LLP, as counsel.



NASSAU BREWING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Nassau Brewing Company Landlord LLC
        945 Bergen St
        Brooklyn, NY 11238-3302

Business Description: Nassau Brewing Company Landlord is a Single
                      Asset Real Estate debtor (as defined in 11
                      U.S.C. Section 101(51B)).  The Debtor is a
                      New York limited liability company organized
                      in 2015 to acquire a property at 945 Bergen
                      Avenue, Brooklyn, NY.

Chapter 11 Petition Date: July 16, 2021

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 21-41852

Judge: Hon. Jil Mazer-Marino

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway 22nd Floor
                  New York, NY 10036
                  Tel: (212) 221-5700
                  Email: knash@gwfglaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Sean Rucker, successor manager.

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/ZBUJV3I/Nassau_Brewing_Company_Landlord__nyebke-21-41852__0001.0.pdf?mcid=tGE4TAMA


NEXTPLAY TECHNOLOGIES: Incurs $7.5 Million Net Loss in 1st Quarter
------------------------------------------------------------------
NextPlay Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $7.50 million on $10,734 of gross revenues for the three months
ended May 31, 2021, compared to a net loss of $2.05 million on
$7,874 of gross revenues for the three months ended May 31, 2020.

As of May 31, 2021, the Company had $49.78 million in total assets,
$28.20 million in total liabilities, and $21.58 million in total
stockholders' equity.

On May 31, 2021, the Company had $7,525,898 of cash on-hand which
was an increase of $4,884,910 from $2,640,988 at Feb. 28, 2021.
The increase in cash on hand was mainly attributed to net proceeds
received from financing activities of $27,552,975, which was
partially offset by cash used for operating expenses of $2,237,886
and cash used by investing activities of $20,430,177.

As of May 31, 2021, the Company had total current liabilities of
$28,199,308, consisting mainly of notes payable, net in the form of
Secured Notes owed to Streeterville Capital LLC of $9,096,237 and
convertible notes payables with HotPlay of $15,000,000 (which were
forgiven as intraparty loans upon the closing of the HotPlay
acquisition effective on June 30, 2021); accounts payable and
accrued expenses of $1,732,719; and an operating lease liability of
$1,257,820.  The Company anticipates that it will satisfy these
amounts from proceeds derived from equity sales, sales of
marketable securities, financing, cash on hand and revenue
generated from sales.

Net cash used in operating activities increased to $2,237,886 for
the quarter ended May 31, 2021, compared to $1,012,674 of cash used
in operating activities during the quarter ended May 31, 2020.  The
increase was mainly the result of the Company's net loss from
operations offset by an increase in valuation loss, net.

Net cash used in investing activities increased to $20,430,177 for
the quarter ended May 31, 2021, as compared to net cash used in
investing activities of $147,552 for quarter ended May 31, 2020.
The increase can be attributed mainly to cash used as advances for
investments in Reinhart Interactive TV and IFEB as well as the
purchase of intangible assets and website development costs.

Net cash provided by financing activities increased to $28,655,041
for the quarter ended May 31, 2021, compared to $1,071,534 for the
quarter ended May 31, 2020.  The increase was primarily due to
funds received from the sale of common stock and net cash provided
by promissory notes.

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

https://www.sec.gov/Archives/edgar/data/1372183/000158069521000202/nxtp-10q_053121.htm

                    About NextPlay Technologies

NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
is a technology solutions company offering gaming, in-game
advertising, crypto-banking, connected TV and travel booking
services to consumers and corporations within a growing worldwide
digital ecosystem. NextPlay's engaging products and services
utilize innovative AdTech, Artificial Intelligence and Fintech
solutions to leverage the strengths and channels of its existing
and acquired technologies.  

Monaker Group reported a net loss of $16.51 million for the year
ended Feb. 28, 2021, compared to a net loss of $9.45 million for
the year ended Feb. 29, 2020.  As of Feb. 28, 2021, the Company had
$25.99 million in total assets, $6.83 million in total liabilities,
and $19.16 million in total stockholders' equity.

Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 7, 2021, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.


NITRIDE SOLUTIONS: Hearing Today on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy for the District of Kansas has authorized
Nitride Solutions, Inc. to use cash collateral on an interim basis
in accordance with the budget, to pay the Debtor's ongoing expenses
related to the operation and preservation of its business.

Nelnet, Inc., as the collateral agent for lenders to the Debtor
under the 2017 Secured Convertible - Promissory Notes, holds a
claim against the Debtor in the original aggregate amount of
$2,750,000, plus interest.

The Debtor is authorized to use cash collateral as defined in
section 363(a) of the Bankruptcy Code to pay for the operating
expenses and costs of administration incurred by the Debtor in
accordance with the budget through September 30, 2021.

As adequate protection for the Debtor's use of cash collateral, the
Debtor grants in favor of the Secured Lender a first priority
post-petition security interest and lien in, to and against all of
the Debtor's assets, to the same priority, validity and extent that
the Secured Lender held a properly perfected pre-petition security
interest in such assets, which are or have been acquired,
generated. or received by the Debtor subsequent to the Petition
Date.

A final hearing on the matter is scheduled for July 19 at 10 a.m.

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

                      About Nitride Solutions

Nitride Solutions, Inc., a company that owns and runs a
manufacturing operation in Wichita, Kansas, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No.
21-10533) on June 9, 2021. In the petition signed by Jeremy Jones,
president and chief executive officer, the Debtor disclosed up to
$10 million in assets and up to $50 million in liabilities.  

Judge Dale L. Somers oversees the case.  

Mark J. Lazzo, Esq., is the Debtor's legal counsel.



NMG HOLDING: S&P Upgrades ICR to 'B-', Outlook Positive
-------------------------------------------------------
S&P Global Ratings raised its ratings on luxury department store
and omnichannel retailer NMG Holding Co. Inc. (Neiman Marcus) to
'B-' from 'CCC+'.

The positive outlook reflects the potential for an upgrade over the
next 12 months if Neiman maintains positive performance momentum,
resulting in a clear path to sustain reduced leverage in the low 5x
area and generate consistent positive free operating cash flow of
at least $50 million annually.

S&P said, "Neiman's performance has improved faster than our
previous expectation, accelerating forecast deleveraging such that
we now anticipate leverage will be below 6x in fiscal 2022. Revenue
expanded 25.6% for the third quarter of fiscal 2021, which was
modestly above our expectations. Revenue remains lower than fiscal
2019 levels of just over $1 billion, in part reflecting the impact
of the full line and last call locations closed through the
company's bankruptcy process in calendar year 2020. Nonetheless,
revenue generation in the third quarter demonstrates that Neiman is
on a path of recovery and demand for its products has rebounded
meaningfully.

"Across retail we have seen strong demand for apparel and
accessories, evidenced by recent U.S. Census Bureau data reporting
that advanced clothing and accessories sales in May 2021 were
higher than pre-pandemic levels. We anticipate that demand will
return to normal in time but is likely to remain somewhat elevated
through the fiscal year. Neiman caters to a base of luxury
consumers that we believe are likely to refresh their wardrobes as
vaccination rates increase in the U.S. and in-person gatherings and
events resume. Solid demand and measured inventory levels have
allowed the company to reduce promotional activity, improving
merchandise margins. This, combined with continued control of
operating costs, has contributed to margins improving more quickly
than previously forecast. We now expect that S&P Global
Ratings-adjusted leverage will be below 6x in fiscal 2022 (ending
Aug. 1, 2022; we previously forecast 6-7x), with further
deleveraging anticipated in fiscal 2023.

"Still, we continue to see potential for volatility in consumer
demand that could lead to turbulent near-term performance. This
risk is heightened by a very competitive retail environment that we
expect will persist. To compete effectively, the company will need
to offer consumers a differentiated luxury shopping experience
online and in-store at Neiman Marcus and Bergdorf Goodman. We
believe there is execution risk in the company's strategic
initiatives, which include efforts to develop a luxury omnichannel
platform with selling assistance and services integrated in the
store and online shopping experience. In our view, the company is
in the early stages of executing the strategy. We will monitor
progress to determine if the company can reverse historically weak
performance and position itself for long-term market share gains
and improved profitability on a sustained basis.

"Neiman has enhanced its liquidity position since the bankruptcy
filing, and we forecast minimal draw on its asset-based lending
facility. Following bankruptcy, the company had a sizable draw on
the asset-based lending (ABL) revolving credit facility that we did
not expect to be substantially reduced in the short term. However,
because of better-than-expected performance, working capital
management, and asset sales, the company has fully paid down the
ABL as of the third quarter ended May 1, 2021. In our view, this
provides the company with ample liquidity headroom to focus on
efforts to improve performance and invest in strategic initiatives.
It also leads to a modest reduction in interest expense."

In addition, the refinancing of the bankruptcy exit facilities
earlier in the year simplified the company's capital structure and
reduced annual interest expense by roughly $40 million. The company
also extended the maturity of its capital structure. The notes come
due in 2026 and the ABL in 2024, whereas the post-bankruptcy
capital structure had term loans coming due in 2024 and 2025. S&P
believes that the extended maturity provides the company with
additional room to absorb potentially turbulent performance in the
post-COVID-19 environment.

S&P said, "We believe that secular shifts will continue to be a
headwind for apparel retailers, including Neiman Marcus. Although
Neiman is a recognized brand with a good omnichannel presence
(about 37% of total sales year to date in fiscal 2021), we believe
its market position continues to be vulnerable given the challenges
it faces in the narrow luxury department store sector. We
anticipate the operating environment will remain difficult as
department stores face increased competition from online retailers
and luxury consumer brands. This threat is exacerbated by a
long-term decline of consumer traffic in malls, which we forecast
to continue. However, we do note that Neiman's stores are located
in higher quality malls where negative traffic trends have been
less pronounced."

The positive outlook reflects the potential for an upgrade over the
next 12 months if Neiman maintains positive performance momentum,
resulting in a clear path to sustain reduced leverage in the low-5x
area and generate consistent positive free operating cash flow of
at least $50 million annually.

S&P could raise the rating if:

-- S&P anticipated Neiman would maintain sales growth and EBITDA
margin improvement, demonstrating that it can effectively compete
in an evolving retail environment. Under this scenario, S&P would
expect leverage to be sustained in the low-5x area with at least
$50 million of annual free operating cash flow generation.

-- S&P believed the company had a financial policy that supported
leverage maintained at this level.

S&P could revise the outlook to stable if:

-- Positive performance trends abated and forecast EBITDA margin
expansion were hindered. If this occurred, S&P would expect
leverage to remain above the low-5x area, with minimal free
operating cash flows.

-- Neiman pursued a more aggressive financial policy than
anticipated, which would be demonstrated by debt-funded shareholder
returns.



NORWICH ROMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Norwich Roman Catholic Diocesan Corporation
        201 Broadway
        Norwich, CT 06360

Business Description:     The Norwich Roman Catholic Diocesan
                          Corporation is a nonprofit corporation
                          that gives endowments to parishes,
                          schools, and other organizations in the
                          Diocese of Norwich.

Chapter 11 Petition Date: July 15, 2021

Court:                    United States Bankruptcy Court
                          District of Connecticut

Case No.:                 21-20687

Judge:                    Hon. James J. Tancredi

Debtor's
General
Bankruptcy
Counsel:                  Louis DeLucia, Esq.
                          Alyson M. Fiedler, Esq.
                          ICE MILLER LLP
                          1500 Broadway
                          Suite 2900
                          New York, NY 10036
                          Tel: (215) 377-5007
                          Fax: (215) 377-5008
                          Email: louis.delucia@icemiller.com
                                 alyson.fiedler@icemiller.com

Debtor's
Co-Counsel:               Patrick M. Birney, Esq.
                          Andrew A. DePeau, Esq.
                          Annecca H. Smith, Esq.
                          ROBINSON & COLE LLP
                          280 Trumbull Street
                          Hartford, CT 06103
                          Tel: (860) 275-8275
                          Fax: (860) 275-8299
                          Email: pbirney@rc.com
                                 adepeau@rc.com
                                 asmith@rc.com

Debtor's
Financial
Advisor:                  GLASSRATNER ADVISORY & CAPITAL
                          GROUP, LLC
                          D/B/A B. RILEY ADVISORY SERVICES  

Debtor's
Claims,
Noticing, &
Balloting
Agent and
Administrative
Advisor:                  EPIQ CORPORATE RESTRUCTURING, LLC

Debtor's
Special
Counsel:                  BROWN JACOBSON P.C.

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Reverend Peter J. Langevin, chancellor.

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/3DRA44A/The_Norwich_Roman_Catholic_Diocesan__ctbke-21-20687__0001.0.pdf?mcid=tGE4TAMA


ODYSSEY ENGINES: Plan Exclusivity Extended Thru July 21
-------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division extended the periods within
which Odyssey Engines, LLC, and its affiliates have the exclusive
right to file a Plan through and including July 21, 2021.

One aspect of the Debtors' "plan" is based on the United States
government's oft-discussed bailout of the aviation industry. The
bailout remains in discussion and is not yet a reality, although it
is reasonable to expect that it will be, and soon. The Debtors are
also courting private investment and lending which will also
support their emergence from chapter 11, but that also is proving
to be a longer flight path than expected.

The Court has set omnibus hearings for these cases for July 21,
2021, and presumptively will set the Fourth Motion for that date
and time.

A copy of the Debtor's Ex Parte Motion to extend is available at
https://bit.ly/2TdAooY from PacerMonitor.com.

A copy of the Court's Extension Order is available at
https://bit.ly/2UM5DIe from PacerMonitor.com.

                           About Odyssey Engines

Odyssey Engines, LLC and its affiliates own, lease, and maintain
aircraft engines.  On June 23, 2020, Odyssey Engines and its
affiliates concurrently filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
20-16772). The petitions were signed by David Alan Boyer,
president.  At the time of the filing, each Debtor disclosed assets
of $1 million to $10 million and liabilities of $10 million to $50
million.

Judge Robert A. Mark oversees the cases.

The Debtors have tapped David R. Softness, P.A. as legal counsel;
GGG Partners, LLC as a chief restructuring officer; Bedford
Advisers as financial advisor; and Pat Duggins Consulting Services
Inc. as an appraiser. Synovus Bank is represented by Daniel Gold,
Esq. -- Daniel.gold@bipc.com -- at Buchanan Ingersoll & Rooney as
counsel. Preferred Bank is represented by Daniel DeSouza, Esq. --
ddesouza@desouzalaw.com -- as counsel.


OFFICEMART INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: OfficeMart, Inc.
        607 Benson Road
        Garner, NC 27529

Chapter 11 Petition Date: July 16, 2021

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Case No.: 21-01590

Judge: Hon. David M. Warren

Debtor's Counsel: Blake Y. Boyette, Esq.
                  BUCKMILLER, BOYETTE & FROST, PLLC
                  4700 Six Forks Road
                  Suite 150
                  Raleigh, NC 27609
                  Tel: 919-296-5040
                  Fax: 919-890-0356
                  Email: bboyette@bbflawfirm.com

Total Assets: $4,592

Total Liabilities: $8,070,038

The petition was signed by Jason D. Angel, 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/BLMLCGQ/OfficeMart_Inc__ncebke-21-01590__0001.0.pdf?mcid=tGE4TAMA


PELCO STRUCTURAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pelco Structural, L.L.C.
        320 West 18th Street
        Edmond, OK 73013

Chapter 11 Petition Date: July 16, 2021

Court: United States Bankruptcy Court
       Western District of Oklahoma

Case No.: 21-11926

Debtor's Counsel: Clayton D. Ketter, Esq.
                  PHILLIPS MURRAH P.C.
                  Corporate Tower, 13th Floor
                  101 North Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: 405-235-4100
                  Email: cdketter@phillipsmurrah.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Stephen P. Parduhn, president and CEO.

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

https://www.pacermonitor.com/view/B6ETKNA/Pelco_Structural_LLC__okwbke-21-11926__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Exelon Business                   Trade Debt         $2,749,932
Services Company LLC
PO Box 805398
Chicago, IL
60680-5398

2. Steel and Pipe                    Trade Debt           $179,875
Supply Co Inc.
Port of Catoosa
5275 Bird Creek Avenue
Catoosa, OK 74015

3. Kloeckner Metals Corporation      Trade Debt           $157,693
5250 Bird Creek Avenue
Catoosa, OK 74015

4. Valmont Coatings                  Trade Debt           $100,889
25055 Alliance Drive
Claremore, OK 74019

5. Metals USA                        Trade Debt            $60,525
2800 North 43rd
Street East
Muskogee, OK 74403

6. Madden Bolt Corporation           Trade Debt            $58,647
13420 Hempstead Highway
Houston, TX 77040

7. Praxair Distribution Inc.         Trade Debt            $49,658
1824 Southwest Blvd
Tulsa, OK 74107-1714

8. Greentree Packaging               Trade Debt            $27,849
and Lumber
Suite 200
818 South Main
Grapevine, TX 76051

9. Abitl Powder Coating LLC          Trade Debt            $24,796
4940 East 66th
Street North
Tulsa, OK 74117

10. Bowers Trucking Inc.             Trade Debt            $19,750
66417 US Highway 60
Ponca City, OK 74604

11. D and B Processing LLC           Trade Debt            $19,592
9750 South 219th
East Avenue
Broken Arrow, OK 74014

12. Steel Service                    Trade Debt            $14,897
24412 Amah Parkway
Claremore, OK 74019

13. All Pro Fasteners                Trade Debt            $13,512
3701 South 73rd
East Avenue
Tulsa, OK 74145

14. C and T Express Inc.             Trade Debt             $7,300
900 South 12th Street
Broken Arrow, OK 74012

15. Grainger                         Trade Debt             $5,716
10707 East Pine Street
Tulsa, OK 74116-1547

16. Bridge Crane Express             Trade Debt             $3,324
PO Box 940
Kiefer, OK 74041

17. Timco Blasting and Coatings      Trade Debt             $2,870
200 North Main Street
Bristow, OK 74010

18. EDSCO Fasteners Inc.             Trade Debt             $2,816
PO Box 671510
Dallas, TX
75267-1510

19. C4 Industrial Inc.               Trade Debt             $1,959
6746 East 12th Street
Tulsa, OK 74112

20. Straightline                     Trade Debt             $1,922
Distributing LLC
PO Box 471974
Tulsa, OK 74147


PENN NATIONAL: S&P Places 'B' ICR on CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings placed all of its ratings on U.S. regional
gaming operator Penn National Gaming Inc., including its 'B' issuer
credit rating, on CreditWatch with positive implications.

S&P said, "We plan to resolve the CreditWatch over the coming
months and could raise our issuer credit rating to 'B+' at that
time if we have greater certainty that the ongoing recovery in the
regional gaming industry is sustainable and believe Penn will
maintain a sufficient cushion relative to our upgrade threshold to
absorb leveraging acquisitions and potential operating volatility.

"The CreditWatch placement reflects the robust year-to-date
recovery in the regional gaming markets, despite the overhang of
operating restrictions related to the COVID-19 pandemic, and our
belief that the company's leverage will continue to improve over
the next 12 months. Penn has outperformed our recovery expectations
over the last few quarters by increasing its revenue at a faster
pace than we previously anticipated and expanding its EBITDAR
margin and EBITDAR relative to its 2019 levels. We believe these
positive revenue trends reflect the good pace of U.S. vaccinations,
the massive level of fiscal stimulus and the related increase in
consumer savings, the relaxation of restrictions (including mask
mandates/guidance and capacity limits), and the pent-up demand for
gaming and entertainment options.

"Therefore, we now expect Penn's 2021 revenue will be flat to 5%
above its results in 2019, which is better than our previous
assumption of 5%-10% below 2019 levels. We also believe the company
will maintain many of its previously implemented cost cuts this
year, which will support an improvement in its margin and 2021
EBITDAR of about 10%-15% higher than 2019 levels (compared to our
previous forecast for flat to slightly negative EBITDAR).
Notwithstanding this belief, we anticipate that some of the cost
cuts it implemented, particularly for its marketing and labor, will
return closer to 2019 levels as other travel and entertainment
options fully reopen and compete for consumers' discretionary
income. Although we believe the regional gaming industry benefited
from the limited number of alternate entertainment and travel
options, the effects of the multiple federal stimulus packages, and
the rollout of COVID-19 vaccines across the U.S. following its
initially reopening, we forecast the demand for gaming will likely
remain steady over the near term given our economists' forecast for
good consumer spending growth.

"Additionally, we expect Penn to benefit from its investments in
its online gaming segment (given the acceleration of digital gaming
approvals and the number of jurisdictions launching or making plans
to launch online casinos and sportsbooks over the next few years),
as well as the full calendar of sporting events in 2021 and 2022.
As such, we expect Penn Interactive to account for a larger
proportion of Penn's revenue base over the next two years.

"These assumptions lead us to expect the company's S&P Global
Ratings lease-adjusted debt leverage to improve to about 5.0x in
2021, which is below our 6.5x upgrade threshold. The CreditWatch
reflects our belief that Penn could improve its credit metrics
in-line with a 'B+' issuer credit rating over the coming quarters
if gaming demand remains strong and the company sustains a
sufficient cushion to absorb moderately leveraging acquisitions."

Debt-financed acquisitions and financial policy decisions will
become more important risk factors as the company continues to
recover. S&P's updated base-case forecast assumes Penn could build
significant cushion relative to our 6.5x leverage upgrade threshold
by the end of 2021. This cushion will provide the company with some
flexibility to make acquisitions, and sustain credit measures
aligned with a one notch higher rating. As the assumed recovery in
gaming proceeds, the company may become more opportunistic and
access the favorable credit markets or use its stockpiled cash
balance to complete acquisitions. Penn has indicated that it
intends to continue to invest in its business, particularly on the
digital side, and signaled that it will keep looking into acquiring
properties on the Las Vegas Strip. S&P's base case does not assume
any merger and acquisition (M&A) activity, which--if pursued--could
slow the company's deleveraging and limit ratings upside to one
notch.

S&P expects Penn to experience a greater level of volatility over a
typical economic cycle than a regional gaming operator that owns
its real estate. All of the company's wholly-owned casinos are
subject to leases with high fixed rent payments, which reduces its
operating flexibility because these rent payments must be made
regardless of whether its properties are open or performing.
Therefore, Penn is exposed to a greater level of cash flow
volatility than regional gaming operators that own more of their
real estate. The company's fixed rent accounts for roughly half of
its EBITDAR (EBITDA before rent payments) and the effects of this
high fixed cash expense were amplified during the pandemic when it
was forced to close its properties, which threatened to drain its
liquidity. To preserve cash and alleviate the liquidity risk
stemming from its fixed rent payments, Penn negotiated the sale of
the real estate assets of the Tropicana Las Vegas to
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@3b193a9e
(GLPI) and entered into a ground lease for its Morgantown property
in exchange for $337.5 million of rent credits, which it used to
offset its cash rent expense. Additionally, the company raised
approximately $660 million of additional liquidity through its
common stock and convertible senior notes offering in May 2020.

CreditWatch

S&P said, "We plan to resolve the CreditWatch over the coming
months and will likely raise our issuer credit rating on Penn by
one notch to 'B+' once we have greater certainty that the recovery
in the regional gaming industry is sustainable. We would also need
to believe that the company will maintain a sufficient cushion
relative our upgrade threshold, to absorb leveraging acquisitions
and potential operating volatility, before raising our rating."

Penn National operates 41 gaming facilities in 19 jurisdictions.
All of the company's properties are subject to triple net master
leases with GLPI and VICI Properties Inc.

-- U.S. real GDP expands by 6.7% in 2021 and 3.7% in 2022;

-- The U.S. unemployment rate remains elevated at 5.6% in 2021 and
4.5% in 2022;

-- U.S. consumer spending rises by 8.1% in 2021 and 4.1% in 2022,
which should support casino spending and visitation;

-- U.S. economic data continues to reflect an economy on the mend
fueled by a faster COVID-19 vaccination rollout and reopening
schedule on top of sizable savings and pent-up demand;

-- S&P said, "Total revenue increases by about 5%-10% relative to
2019 levels in 2021 as Penn benefits from a full year of operations
at Greektown, a continued strong recovery in the company's
Northeast, South, and Midwest segments, and the addition of two new
satellite casinos in Pennsylvania, which we assume will open in the
second half of 2021 and begin contributing to its revenue and
EBITDA. We also assume the revenue from Penn's Northeast and South
segments are flat to 5% above 2019 levels and the revenue from its
Midwest segment (which includes Greektown and operated under
capacity limits through the first half of 2021) is about 5%-10%
below 2019 levels because these markets cater to mostly local and
regional customers. We assume the company's West segment, the
smallest of its regions, will experience the slowest recovery with
revenue at least 10%-15% below 2019 levels;"

-- 2021 EBITDA margin improves modestly relative to 2019 because
of the relatively high flow through from slot machines, S&P's
expectation that lower-margin amenities might remain closed for
some time or not reopen, and its expectation that some of the cost
reductions it made last year become permanent. This results in
EBITDA 10%-15% higher than in 2019;

-- Consumer spending supports a low-single-digit percent increase
in the company revenue in 2022. S&P also expects that some of its
costs, including those related to its labor and marketing, increase
relative to 2021 as its casinos compete against a broader array of
entertainment options. This could lead to relatively little EBITDA
growth in 2022; and

-- No material leveraging acquisitions through S&P's forecast.

Based on these assumptions, S&P arrives at the following credit
measures:

-- S&P Global Ratings lease-adjusted leverage improves to about
5.0x in 2021, from 9.3x as of the end of 2020, and potentially
under 5.0x in 2022 absent incremental acquisition or investment
spending;

-- Funds from operations to debt improves to between 10% and 12%
in 2021 and 2022; and

-- EBITDA interest coverage increases to the mid-2x area through
2022.



PEOPLE SPEAK: Asks Court to Extend Plan Exclusivity Until August 8
------------------------------------------------------------------
Debtor People Speak, LLC requests the U.S. Bankruptcy Court for the
Eastern District of Louisiana to extend the exclusive periods
during which the Debtor may file a plan to August 8, 2021, and to
gain acceptance of the plan through October 7, 2021.

Since the Petition Date, the Debtor has made considerable progress
toward improving its operations and successfully reorganizing its
affairs. The requested additional time will enable the Debtor to
provide more accurate information regarding its financial outlook.
Also, it will enable the Debtor to more diligently engage in good
faith negotiations with creditors, with an aim toward a largely
consensual plan.

The Debtor is continuing to operate its business and manage its
property as debtor-in-possession under Sections 1107(a) and 1108 of
the Bankruptcy Code.

For the foregoing reasons, the Debtor submits that the Debtor's
estate will be best served by an extension of the plan filing and
acceptance deadlines.

A copy of the Debtor's Motion to extend is available at
https://bit.ly/3ihHjGb from PacerMonitor.com.

                              About People Speak

People Speak, LLC, a privately held company that operates in the
traveler accommodation industry, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-10315) on March
11, 2021. Rachele Riley, owner, and member signed the petition. The
Debtor disclosed $1 million to $10 million in both assets and
liabilities in the petition.

Judge Meredith S. Grabill oversees the case.

Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, led by Stewart F. Peck,
Esq., serves as the Debtor's counsel.


PIPELINE FOODS: Seeks Cash Collateral Access
--------------------------------------------
Pipeline Foods, LLC, and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authority to use
cash collateral.

The Debtors require the use of cash collateral to provide funds
necessary to (a) satisfy postpetition operating expenses of the
Debtors, (b) pay certain prepetition obligations of the Debtors as
set forth in the Budget, and (c) pay restructuring expenses,
including a Carve-Out.

The entities with an interest in cash collateral are Cooperatieve
Rabobank U.A., New York Branch, as agent, Compeer Financial, PCA,
and Farm Credit Canada. Rabobank holds senior interest.

As of the Petition Date, the Debtors were liable to the Prepetition
Rabobank Secured Parties pursuant to the Prepetition Rabobank Loan
Documents for:

     (a) the aggregate principal amount not less than (1)
$42,553,512.64 in respect of the Revolving Loans made to Pipeline
Foods, and (2) $1,800,000 in respect of the Letters of Credit
issued on behalf of Pipeline Foods, if the letters of credit are
ultimately drawn; and

     (b) accrued and unpaid interest, fees, expenses (including
advisors fees and expenses, in each case, that are chargeable or
reimbursable under the Prepetition Rabobank Loan Documents),
disbursements, charges, claims, indemnities and other costs and
obligations of whatever nature incurred in connection therewith
which are chargeable or otherwise reimbursable under the
Prepetition Rabobank Loan Documents or applicable law.

Pursuant to and in connection with the Prepetition Rabobank Loan
Documents, each Debtor granted to Rabobank as collateral agent, for
the benefit of the Prepetition Rabobank Secured Parties,
continuing, legal, valid, binding, properly perfected, enforceable,
non-avoidable first priority liens on and security interests in all
of the "Collateral."

Pipeline Foods, as borrower, and Compeer as lender, entered into a
Credit Agreement, dated as of February 22, 2019. This agreement
provided for a term loan in the amount of $26,000,000 to finance a
portion of Pipeline Foods' purchase of assets of SunOpta Grain and
Foods, Inc.

To secure its obligations under the Compeer-Pipeline Foods Credit
Agreement, Pipeline Foods granted to Compeer, inter alia, a
security interest in all of its personal property. A UCC-1
Financing Statement was filed with the Delaware Secretary of State
on February 22, 2019.

The current balance due to Compeer is approximately $19,933,000.

Compeer, as administrative and collateral agent under the
Compeer-Pipeline Foods Credit Agreement, and the Prepetition
Rabobank Agent entered into an Intercreditor Agreement, made
effective as of February 22, 2019.  Under the Intercreditor
Agreement, the security interests of the Prepetition Rabobank Agent
in all of the Cash Collateral are senior and prior to the security
interests of Compeer.

On October 25, 2018, Farm Credit Canada made a loan to Pipeline
Canada in the amount of $2,500,000. The loan is secured by, inter
alia, a security interest in all personal property of Pipeline
Canada, subject to the security interests of the Prepetition
Rabobank Agent. The loan is guaranteed by Pipeline Foods and
Pipeline Holdings. The current balance of the loan is approximately
$1,535,000. The loan matures on November 1, 2023.

As adequate protection for the Debtors' use of cash collateral, the
Debtors propose to grant the Secured Parties with valid, binding,
continuing enforceable, fully perfected, first priority senior
replacement liens and security interests in any and all tangible
and intangible pre- and postpetition property of the Debtors. The
Adequate Protection Obligations due to the Prepetition Rabobank
Agent will constitute allowed superpriority administrative expense
claims.  The Debtors will pay to the Prepetition Rabobank Agent all
accrued and unpaid interests at the non-default rate.

On a weekly basis, the Debtors will pay to the Prepetition Rabobank
Agent for the benefit of the Prepetition Rabobank Secured Parties
all of the net cash proceeds obtained from the sale of unsold
inventory (as defined in the Prepetition Rabobank Loan Documents)
in excess of $50,000 to repay obligations owed to the Prepetition
Rabobank Secured Parties under the Prepetition Rabobank Loan
Documents.

The Prepetition Rabobank Agent will receive from the Debtors,
current cash payments of all reasonable and documented prepetition
and postpetition fees and expenses payable to the Prepetition
Rabobank Secured Parties under the Prepetition Rabobank Loan
Documents.

The Prepetition Rabobank Secured Parties will have the right to
credit bid the full amount of (or any portion of) the Prepetition
Rabobank Obligations during any sale of all or any portion of the
Prepetition Rabobank Collateral.

A copy of the motion is available at https://bit.ly/3iauFJ0 from
PacerMonitor.com.

                        About Pipeline Foods

Pipeline Foods -- https://www.pipelinefoods.com/ -- is the first
U.S.-based supply chain solutions company focused exclusively on
non-GMO, organic, and regenerative food and feed. Its dedicated
team brings transparent, sustainable supply chain solutions to
connect the dots for its farming partners and end users of organic
grains and ingredients.

Pipeline Foods LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11002) on July 8, 2021.  The
affiliates are Pipeline Holdings, LLC, Pipeline Foods Real Estate
Holding Company, LLC, Pipeline Foods, ULC, Pipeline Foods Southern
Cone S.R.L., and Pipeline Foods II, LLC.

In the petition signed by CRO Winston Mar, Pipeline Foods estimated
assets between $100 million and $500 million and estimated
liabilities of between $100 million and $500 million.  The cases
are handled by Honorable Judge Karen B. Owens.

Pipeline Foods is represented by Saul Ewing Arnstein & Lehr, LLP
with Michael Gesas as lead counsel.  SierraConstellation Partners
serves as financial advisor.  Winston Mar of SierraConstellation
Partners serves as CRO.

Stretto serves as Claims Agent.  Bryan Cave Leighton Paisner LLP
serves as counsel to the Board of Directors.


PLAINS ALL AMERICAN: Moody's Puts Ba1 CFR Under Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the Ba1 Corporate Family Rating,
Ba1 senior unsecured rating, Ba3 preferred stock rating and NP
short-term commercial paper rating of Plains All American Pipeline
L.P. on review for upgrade. At the same time, Moody's raised
Plains' speculative grade liquidity rating to SGL-2 from SGL-3.

Upgrades:

Issuer: Plains All American Pipeline L.P.

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

On Review for Upgrade:

Issuer: Plains All American Pipeline L.P.

Probability of Default Rating, Placed on Review for Upgrade,
currently Ba1-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
Ba1

Pref. Stock, Placed on Review for Upgrade, currently Ba3 (LGD6)

Commercial Paper, Placed on Review for Upgrade, currently NP

Senior Unsecured Notes, Placed on Review for Upgrade, currently
Ba1 (LGD4)

Issuer: Plains Midstream Canada ULC

Commercial Paper, Placed on Review for Upgrade, currently NP

Outlook Actions:

Issuer: Plains All American Pipeline L.P.

Outlook, Changed To Rating Under Review From Positive

RATINGS RATIONALE

The review has been precipitated by the expected reduction in
leverage in the second half of 2021 from asset sales proceeds
followed by further reduction in 2022-23 from free cash flow, the
continued recovery in fundamentals for crude production in the
Permian Basin, and the potential strategic benefits from the
formation of a strategic joint venture with Oryx Midstream Holdings
LLC (B2 stable) in the Permian. The JV will be 65% owned by Plains,
which will be the operator of the JV assets.

Plains is in the process of completing the sale of its natural gas
storage facilities for $850 million, the majority of which it plans
to use for debt reduction. Additionally, the Permian JV will
entrench Plains' position as a premier crude shipper in the basin,
while extending contract tenors and increasing interconnectivity
and efficiency of its systems.

The rating review will primarily focus on the company's execution
of its debt reduction plans, and on its financial policy, including
the likely shareholder return strategy going forward and the
potential risk of debt-financed M&A activity. The review will also
assess the likelihood of support to Plains' operating and financial
performance from better commodity prices and demand for crude; and
of the Permian JV remaining debt free through guardrails
incorporated in its governance structure.

The review will likely result in Plains' unsecured rating being
upgraded to Baa3, preferred stock rating to Ba2 and short-term
commercial paper rating to P-3.

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

Ratings could be upgraded if debt/EBITDA is expected to remain
below 4.5x (including Moody's standard adjustments, 50% debt
treatment for the preferred units and a normalized level of Supply
& Logistics segment EBITDA) and distribution coverage consistently
above 1.3x. The ratings could be downgraded if leverage (excluding
S&L EBITDA) increases above 5x, or if distribution coverage
approaches 1x.

Plains All American Pipeline L.P., headquartered in Houston, Texas,
is engaged in the transportation, terminalling and storage of crude
oil, natural gas liquids and natural gas throughout North America.

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


PNW HEALTHCARE: Reorganized Debtor Seeks to End PCO Appointment
---------------------------------------------------------------
Reorganized PNW Healthcare Holdings, LLC and affiliated Reorganized
Debtors asked the Bankruptcy Court to terminate the appointment of
Patricia Hunter, Washington State Long-Term Care Ombudsman, as
Patient Care Ombudsman in their Chapter 11 cases, there being no
more need to protect patients, post-confirmation.

The Reorganization Plan was confirmed on December 16, 2020.  On May
11, 2021, the Bankruptcy Court entered an order establishing May 7,
2021 as the Plan effective date.  All provisions of the Plan and
Confirmation Order are fully effective, and PNW Healthcare
Holdings, LLC is a Reorganized Debtor as of the occurrence of the
Effective Date.

A copy of the motion is available for free at
https://bit.ly/3k9YhJ4 from Omni Agent Solutions, claims agent.

Hearing on the motion is set for July 29, 2021 at 9 a.m., via
telephone.  The deadline to file responses is July 22.

                 About PNW Healthcare Holdings LLC

PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest
Health & Rehabilitation Center --
http://www.aldercrestskillednursing.com/-- are providers of
long-term skilled nursing care and short-term rehabilitation
solutions.  On Nov. 22, 2019, the Debtors filed Chapter 11
petitions (Bankr. W.D. Wash. Lead Case No. 19-43754) in Seattle.
At the time of filing, PNW Healthcare had estimated assets of less
than $50,000 and liabilities of between $1 million and $10
million.

Judge Mary Jo Heston oversees the cases, taking over from Judge
Christopher M. Alston.

The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel;
D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich
& Associates LLC as financial advisor; and Omni Agent Solutions as
notice, claims and balloting agent, and as administrative advisor.

Gregory Garvin, acting U.S. trustee for Region 18, appointed
creditors to serve on the official committee of unsecured
creditorson Dec. 12, 2019.

The Bankruptcy Court confirmed the Debtors' Reorganization Plan on
December 16, 2020.  The Plan became effective on May 7, 2021.  





PRA GROUP: Fitch Affirms 'BB+' LT IDR & Unsec. Debt Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) and senior unsecured debt ratings of PRA Group Inc. (PRA) at
'BB+'. The Rating Outlook remains Stable.

These rating actions are being taken in conjunction with a global
debt purchaser sector review, covering six publicly rated firms.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

The rating affirmation reflects PRA's leading global franchise
within the debt purchasing sector, with a dominant market position
in the U.S. and a strong presence across 18 countries in Europe,
the Americas and APAC; a consistent performance track record
spanning several business cycles; and a conservative leverage
profile with limited near-term refinancing risk.

The ratings are constrained by PRA's monoline business model,
primarily servicing charged-off consumer debt; a largely secured
funding profile and the need to access incremental financing to
grow receivables and support earnings expansion; a common
characteristic in the debt-purchasing sector. Additional
constraints include the potential for heightened regulatory
scrutiny of the consumer collections businesses following the
pandemic and a reliance on internal modelling for portfolio
valuations and associated metrics, such as estimated remaining
collections (ERCs), which makes comparability with peers
difficult.

In 1Q21, PRA reported pre-tax income of USD79.2 million, reflecting
strong cash collections performance, which was up 12% yoy on a
consolidated basis. Cash collections were strong in 2020 as well,
up 9% from 2019, despite the COVID-19 pandemic due to
better-than-expected consumer credit and liquidity and the
inclination of many consumer borrowers to reduce debt, particularly
in the U.S. In Fitch's view, some repayment risk remains with
respect to those consumers whose incomes have been adversely
impacted by the economic disruption as well as from the expiry of
stimulus, forbearance, and other supportive measures.

Reported adjusted EBITDA was USD1.4 billion for the TTM ended March
31, 2021; up 6% from fiscal 2020. The adjusted EBITDA margin, as a
proportion of revenues (gross of portfolio amortization), remained
strong at over 67% for the TTM period. Fitch believes earnings and
the margin could be pressured from normalizing collection and
operating costs, however, current profitability remains strong
relative to the assigned rating category.

PRA's gross debt-to-adjusted EBITDA ratio was 1.8x for the TTM
ended 1Q21; down from 2.0x at YE 2020, and a range of 2.0x-2.5x in
recent years. Fitch's primary leverage metric for debt purchasers
is gross debt-to-adjusted EBITDA (including adjustments for
portfolio amortization), consistent with the business model's
asset-based cash-generation characteristics. Fitch also considers
debt-to-tangible equity as a complimentary leverage metric, which
was 2.8x at 1Q21; down from 3.1x at YE 2020 and 4.0x historically.
Fitch believes PRA's tangible equity position is a strength
compared to most peers.

While leverage could increase temporarily if substantial portfolio
acquisition opportunities materialize, Fitch believes PRA has
adequate flexibility to manage within its targeted leverage range
of 2.5x or below on a gross debt-to-adjusted EBITDA basis. Leverage
is also expected to remain within the historical range under
Fitch's base and stress case expectations, which assume declines in
revenue and EBITDA in 2021 due to slower recovery in purchasing and
normalization of collections and operating costs as well as modest
impairment charges in the stress case.

PRA's long-term funding consists of secured revolving credit
facilities and a secured term loan, which are subject to ERC linked
borrowing base calculations as well as unsecured notes and
convertible notes. The unsecured funding mix was 26% of total debt
at March 31, 2021, which is comparable to the peer group, but is
below that of other similarly rated finance and leasing companies.
Fitch would view an up-tick in the proportion of unsecured debt
favorably as it would enhance PRA's financial flexibility. There
are no material near-term refinancing requirements as the nearest
maturities are the European facilities and convertible notes, which
come due in 2023.

Near-term liquidity is supported by balance sheet cash of USD109
million and undrawn and available revolving credit capacity of
about USD488 million at end-1Q21. Fitch believes liquidity is
adequate as debt purchasers have the flexibility in the short-term
to moderate their rate of investment vis a vis collections and
conserve liquidity.

PRA operates in regulated markets with a high level of scrutiny on
consumer disclosures, collection practices, data privacy etc. In
the U.S., the Consumer Financial Protection Bureau (CFPB) has
published new rules, that are still to take effect, that aim to
govern collection and disclosure practices of the debt collectors
and enforce those standards. These regulations have contributed to
an ESG relevance score of '4' for customer welfare - fair
messaging, privacy & data security.

The Stable Outlook reflects Fitch's belief that any risks stemming
from the pandemic, including from any associated slowdown in
debt-collection activities and/or changes to estimated recoveries,
is mitigated by the company's conservative leverage profile and its
ability to moderate portfolio purchases. The Stable Outlook also
assumes that any changes to PRA's collection practices resulting
from the new rules by the CFPB or the resolution of the Civil
Investigative Demand (CID) will have a minimal negative impact on
the business model.

The unsecured debt rating is equalized with the Long-Term IDR,
reflecting Fitch's expectation of average recovery prospects in a
stressed scenario. The negative impact from the presence of
significant secured funding in a priority position is offset by
lower leverage.

RATING SENSITIVITIES

IDR AND SENIOR DEBT

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

-- A sustained reduction in earnings generation, particularly if
    it leads to a weakening in key debt service ratios or other
    financial efficiency metrics;

-- A sustained increase in debt/adjusted EBITDA above 2.5x or
    debt/tangible equity above 5x, whether resulting from lack of
    EBITDA growth, an increase in acquisitions or reduction of
    tangible equity;

-- A shift to a largely secured balance sheet funding model;

-- A weakening in asset quality, as reflected in acquired debt
    portfolios significantly underperforming anticipated returns
    or repeated material write-downs in expected recoveries; or

-- An adverse operational event or significant disruption in
    business activities (for example arising from regulatory
    intervention in key markets adversely impacting collection
    activities), thereby undermining franchise strength and
    business model resilience.

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

Given the current operating environment, an upgrade is unlikely in
the short term. However, over time, positive rating action could
result from:

-- Improvement in the funding mix to include more unsecured debt
    representing greater than 40% of total debt;

-- Leverage maintained consistently below 2.0x through the cycle
    on a debt/adjusted EBITDA basis and below 4.0x on a
    debt/tangible equity basis; and

-- Demonstrated franchise strength and earnings resilience
    through the current economic cycle.

PRA's senior unsecured debt rating is primarily sensitive to
changes in the group's Long-Term IDR and secondarily to the funding
mix and recovery prospects on the unsecured debt. A material
increase in the proportion of secured debt, which weakens recovery
prospects for unsecured debtholders in a stressed scenario could
result in the unsecured debt rating being notched down below the
IDR.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

PRA Group, Inc. has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the
importance of fair collection practices and consumer interactions
and the regulatory focus on them, which has a negative impact on
the credit profile, and is relevant to the rating[s] in conjunction
with other factors.

PRA Group, Inc. also has an ESG Relevance Score of '4' for
Financial Transparency due to the significance of internal
modelling to portfolio valuations and associated metrics such as
estimated remaining collections, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors. These are features of the debt purchasing
sector as a whole, and not specific to the company.

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.


PROFESSIONAL DIVERSITY: Believes to Have Regained Nasdaq Compliance
-------------------------------------------------------------------
Professional Diversity Network, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that it believes that
as of July 15, 2021, the Company has regained compliance with
Nasdaq Listing Rule 5550(b).

As previously disclosed, on May 21, 2021, Professional Diversity
received a letter from Nasdaq notifying the Company that it is not
in compliance with the minimum stockholders' equity requirement for
continued listing on the Nasdaq Capital Market.  Nasdaq Listing
Rule 5550(b)(1) requires listed companies to maintain stockholders'
equity of at least $2.5 million.  In the Company's Quarterly Report
on Form 10-Q for the period ended March 31, 2021, the Company
reported stockholders' equity of $964,288, which is below the
minimum stockholders' equity required for continued listing.

On July 9, 2021, the Company closed the registered direct offering,
pursuant to which certain institutional accredited investors
purchased 1,470,588 shares of the Company's common stock, par value
$0.01 per share, at a per share price equal to $1.70 for gross
proceeds of $2,499,999.60, pursuant to its Registration Statement
on Form S-3 (Registration Statement No. 333-227249).

As a result of the Transaction, the stockholders' equity of the
Company as of July 9, 2021 is approximately $2.9 million
(unaudited).

Nasdaq will continue to monitor the Company's ongoing compliance
with the stockholders' equity requirement and, if at the time of
its next periodic report the Company does not evidence compliance,
it may be subject to delisting.  The Company intends to pursue
other transactions in the near term, including without limitation
equity financing transactions and/or acquisitions, to further shore
up the Company's stockholders' equity.

                    About Professional Diversity

Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse professionals.  Through an online platform and its
relationship recruitment affinity groups, the Company provides its
employer clients a means to identify and acquire diverse talent and
assist them with their efforts to recruit diverse employees. Its
mission is to utilize the collective strength of its affiliate
companies, members, partners and unique proprietary platform to be
the standard in business diversity recruiting, networking and
professional development for women, minorities, veterans, LGBT and
disabled persons globally.

Professional Diversity reported a net loss of $4.35 million for the
year ended Dec. 31, 2020, compared to a net loss of $3.84 million
for the year ended Dec. 31, 2019.  As of March 31, 2021, the
Company had $6.04 million in total assets, $5.07 million in total
liabilities, and $964,228 in total stockholders' equity.

Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 9, 2021, citing that the Company has a significant
working capital deficiency, has incurred significant losses, and
needs to raise additional funds to meet its obligations and sustain
its operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


PUERTO RICO: GCarlo, Morrison 11th Update on Debtholders
--------------------------------------------------------
In the Chapter 11 cases of The Commonwealth Of Puerto Rico, et al.,
the law firms of Morrison & Foerster LLP and G. Carlo-Altieri Law
Offices, LLC submitted an eleventh supplemental verified statement
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to
disclose an updated list of the Ad Hoc Group of Constitutional
Debtholders that they are representing.

In August 2018, the Ad Hoc Group of Constitutional Debtholders
formed and, contemporaneously therewith, retained Morrison &
Foerster LLP and G. Carlo-Altieri Law Offices, LLC.

On August 27, 2018, Counsel submitted the Verified Statement of the
Ad Hoc Group of Constitutional Debtholders Pursuant to Federal Rule
of Bankruptcy Procedure 2019 [ECF No. 3808]. From time to time
Counsel has submitted supplemental verified statements, most
recently on April 15, 2021. [ECF Nos. 4178, 4983, 6067, 7952,
10742, 12276, 13552, 14520, 15993, 16444]. Counsel submits this
Supplemental Statement to update the membership in the Ad Hoc Group
of Constitutional Debtholders and information regarding the
disclosable economic interests currently held by members of the Ad
Hoc Group of Constitutional Debtholders.

As of July 12, 2021, members of the Ad Hoc Group of Constitutional
Debtholders and their disclosable economic interests are:

BlackRock Financial Management, Inc.
40 East 52nd Street
New York, NY 10022

* GO Series A 2002: $17,913,000
* GO Series A 2004: $4,700,000
* GO Series A 2005: $15,341,000
* GO Series A 2006: $12,205,000
* GO Series A 2007: $13,965,000
* GO Series A 2008: $24,930,000
* GO Series A 2011: $11,545,000
* GO Series A 2012: $94,111,243
* GO Series A 2014: $163,224,000
* GO Series B 2006: $5,765,000
* GO Series B 2009: $7,520,000
* GO Series C 2009: $2,368,000
* GO Series C 2011: $400,000
* PBA Series F 2002: $8,805,000
* PBA Series G 2002: $1,230,000
* PBA Series M 2007: $4,000,000
* PBA Series N 2007: $1,335,000
* PBA Series R 2011: $3,500,000
* PBA Series U 2012: $6,445,000
* PRASA 2012 Series A: $9,823,000
* PRASA 2021 Series A: $90,815,000
* PREPA 2004 Series NN: $2,100,000
* PREPA 2007 Series TT: $395,000
* PREPA 2007 Series TT RSA-1: $10,470,000
* PREPA 2007 Series UU: $2,520,000
* PREPA 2007 Series UU RSA-1: $40,960,000
* PREPA 2007 Series VV RSA-1: $6,440,000
* PREPA 2007 Series WW: $4,880,000
* PREPA 2007 Series WW RSA-1: $55,775,000
* PREPA 2010: $1,085,000
* PREPA 2010 Series AAA: $5,615,000
* PREPA 2010 Series AAA RSA-1: $57,885,000
* PREPA 2010 Series BBB RSA-1: $13,550,000
* PREPA 2010 Series CCC: $3,815,000
* PREPA 2010 Series CCC RSA-1: $18,325,000
* PREPA 2010 Series XX: $585,000
* PREPA 2010 Series XX RSA-1: $95,605,000
* PREPA 2010 Series YY RSA-1: $19,360,000
* PREPA 2010 Series ZZ: $6,155,000
* PREPA 2010 Series ZZ RSA-1: $47,650,000
* PREPA 2011 Series DDD RSA-1: $4,705,000
* PREPA 2012 Series A: $1,000,000
* PREPA 2012 Series A RSA-1: $60,695,000
* PREPA 2014 Series 2013A RSA-1: $87,870,000
* PREPA 2016 Series A-3: $17,060,455
* PREPA 2016 Series B-3: $17,060,454
* PREPA 2016 Series C-1: $46,880,000
* PREPA 2016 Series C-2: $46,880,000
* PREPA 2016 Series C-3: $4,675,000
* PREPA 2016 Series C-4: $4,800,000
* PREPA 2016 Series D-2 RSA-1: $5,270,280
* PREPA 2016 Series D-4 RSA-1: $7,500,000

Brigade Capital Management, LP
399 Park Avenue 16th Floor
New York, NY 10022

* GO Series A 2002: $1,375,000
* GO Series A 2008: $1,400,000
* GO Series A 2011: $2,385,000
* GO Series A 2012: $4,390,000
* GO Series B 2012: $3,395,000
* GO Series C 2011: $6,880,000
* GO Series D 2011: $75,000
* GO Series E 2011: $2,995,000
* PREPA 2004 Series NN: $835,000
* PREPA 2008 Series WW: $3,630,000
* PREPA 2010 Series AAA: $930,000
* PREPA 2010 Series CCC: $840,000
* PREPA 2010 Series XX: $355,000
* PREPA 2012 Series A: $335,000

Emso Asset Management Limited
21 Grosvenor Place
London SW1X 7HN

* GO Series A 2011: $30,670,000
* GO Series A 2012: $64,440,000
* GO Series A 2014: $855,544,000

Mason Capital Management, LLC
110 East 59th Street
New York, NY 10022

* ERS 2008 Series A: $262,248,000
* ERS 2008 Series B: $200,401,000
* ERS 2008 Series C: $58,695,000
* GO Series A 2011: $10,531,000
* GO Series A 2012: $53,328,000
* GO Series C 2011: $10,569,000
* GO Series E 2011: $5,485,000
* PBA Series C 2002: $3,505,000
* PBA Series D 2002: $7,833,000
* PBA Series I 2004: $5,000,000
* PBA Series M 2007: $6,770,000
* PBA Series N 2007: $24,765,000
* PBA Series U 2012: $41,820,000

Silver Point Capital, L.P.
Two Greenwich Plaza
Greenwich, CT 06830

* PRIFA BANs: $59,719,000
* PREPA 2010 Series XX: $400
* PREPA Series A RSA-1: $1,000,000
* PREPA Series A: $1,000
* PREPA Fuel Line: $95,000,000
* GO Series A 2012: $44,977,757
* GO Series A 2007: $14,175,000
* GO Series B 2006: $7,715,000
* GO Series A 2005: $16,000,000
* GO Series A 2008: $31,790,000
* GO Series A 2002: $8,925,000
* GO Series A 2006: $7,510,000
* GO Series E 2011: $13,285,000
* GO Series A 2011: $24,086,500
* GO Series B 2009: $17,435,000
* GO Series C 2009: $11,615,000
* GO Series C 2011: $4,255,000
* GO Series A 2014: $9,000,000
* PBA Series M 2007: $17,895,000
* PBA Series U 2012: $67,897,000
* PBA Series G 2002: $1,555,000
* PBA Series N 2007: $30,410,000
* PBA Series I 2004: $38,950,000
* PBA Series Q 2009: $11,807,000
* PBA Series D 2002: $7,030,000
* PBA Series S 2011: $6,725,000
* PBA Series F 2002: $245,000
* PBA Series P 2009: $16,870,000
* PBA Series C 2002: $740,000
* PR GDB Hacienda: $63,135,000
* PR Hacienda 43A: $50,419,093

VR Advisory Services, Ltd
300 Park Avenue 16th Floor
New York, NY 10022

* GDB 2019: $2,897,772
* GO Series 1998: $9,423,000
* GO Series 1999: $6,860,000
* GO Series A 2002: $23,625,000
* GO Series A 2004: $675,000
* GO Series A 2005: $2,915,000
* GO Series A 2006: $7,190,000
* GO Series A 2007: $9,605,000
* GO Series A 2008: $16,915,000
* GO Series A 2009: $710,000
* GO Series A 2011: $19,180,000
* GO Series A 2012: $137,574,000
* GO Series A 2014: $24,600,000
* GO Series B 2006: $2,461,000
* GO Series B 2009: $17,120,000
* GO Series B 2012: $21,595,000
* GO Series C 2008: $1,865,000
* GO Series C 2009: $19,230,000
* GO Series C 2011: $13,740,000
* GO Series D 2011: $1,755,000
* GO Series E 2011: $13,760,000
* PRIFA 2012 Series B: $2,855,000
* PBA Series C 2002: $150,000
* PBA Series D 2002: $1,135,000
* PBA Series F 2002: $210,000
* PBA Series G 2002: $280,000
* PBA Series I 2004: $5,715,000
* PBA Series L 1993: $145,000
* PBA Series M 2007: $4,065,000
* PBA Series N 2007: $1,765,000
* PBA Series P 2009: $1,255,000
* PBA Series Q 2009: $1,965,000
* PBA Series R 2011: $8,004,000
* PBA Series S 2011: $12,690,000
* PBA Series U 2012: $16,665,000

In addition to the Ad Hoc Group of Constitutional Debtholders, as
of the date of this Supplemental Statement, Counsel previously
represented an ad hoc group of creditors known as the PBA Funds in
connection with the Title III Cases.

Nothing contained in this Supplemental Statement should be
construed as a limitation upon, or waiver of, any rights of any
member of the Ad Hoc Group of Constitutional Debtholders to assert,
file, and/or amend any claim or proof of claim filed in accordance
with applicable law and any orders entered in these cases.

Counsel reserves the right to amend this Supplemental Statement as
necessary in accordance with the requirements set forth in
Bankruptcy Rule 2019.

Counsel for the Ad Hoc Group of Constitutional Debtholders can be
reached at:

          G. CARLO-ALTIERI LAW OFFICES, LLC
          Gerardo A. Carlo, Esq.
          254 San Jose St., Third Floor
          San Juan, Puerto Rico 00901
          Telephone: (787) 247-6680
          Facsimile: (787) 919-0527

             - and –

          MORRISON & FOERSTER LLP
          Gary S. Lee, Esq.
          James M. Peck, Esq.
          Theresa A. Foudy, Esq.
          Andrew Kissner, Esq.
          250 West 55th Street
          New York, NY 10019
          Telephone: (212) 468-8000
          Facsimile: (212) 468-7900
          E-mail: JPeck@mofo.com
                  GLee@mofo.com
                  TFoudy@mofo.com
                  AKissner@mofo.com

A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3xFX406

                    About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and chair of a committee to review professionals' fees.


PUERTO RICO: Morgan, Correa 10th Update on QTCB Noteholder Group
----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Morgan, Lewis & Bockius LLP and Correa-Acevedo &
Abesada Law Offices, PSC submitted a tenth supplemental verified
statement to disclose an updated list of QTCB Noteholder Group in
the Chapter 11 cases of The Commonwealth of Puerto Rico, et al.

On August 16, 2017, the QTCB Noteholder Group submitted the
Verified Statement of the QTCB Noteholder Group Pursuant to
Bankruptcy Rule 2019 [ECF No. 1053]. On August 14, 2018, the QTCB
Noteholder Group submitted the Supplemental Verified Statement of
the QTCB Noteholder Group Pursuant to Bankruptcy Rule 2019 [ECF No.
3765], corrected, see Corrected Supplemental Verified Statement of
the QTCB Noteholder Group Pursuant to Bankruptcy Rule 2019 [ECF No.
3778]. On January 18, 2019, the QTCB Noteholder Group submitted the
Second Supplemental Verified Statement of the QTCB Noteholder Group
Pursuant to Bankruptcy Rule 2019 [ECF No. 4871]. On June 26, 2019,
the QTCB Noteholder Group submitted the Third Supplemental Verified
Statement of the QTCB Noteholder Group Pursuant to Bankruptcy Rule
2019 [ECF No. 7659]. On September 5, 2019, the QTCB Noteholder
Group submitted the Fourth Supplemental Verified Statement of the
QTCB Noteholder Group Pursuant Bankruptcy Rule 2019 [ECF No. 8618].
On February 19, 2020, the QTCB Noteholder Group submitted the Fifth
Supplemental Verified Statement of the QTCB Noteholder Group
Pursuant Bankruptcy Rule 2019 [ECF No. 11293]. On July 3, 2020, the
QTCB Noteholder Group submitted its Sixth Supplemental Verified
Statement of the QTCB Noteholder Group Pursuant to Bankruptcy Rule
2019 [ECF No. 13548]. On October 20, 2020, the QTCB Noteholder
Group submitted its Seventh Supplemental Verified Statement of the
QTCB Noteholder Group Pursuant to Bankruptcy Rule 2019 [ECF No.
14708]. On March 6, 2021, the QTCB Noteholder Group submitted its
Eighth Supplemental Verified Statement of the QTCB Noteholder Group
Pursuant to Bankruptcy Rule 2019 [ECF. No. 15968]. On April 15,
2021, the QTCB Noteholder Group submitted its Ninth Supplemental
Verified Statement of the QTCB Noteholder Group Pursuant to
Bankruptcy Rule 2019 [ECF. No. 16445].

As of July 6, 2021, members of the QTCB Noteholder Group and their
disclosable economic interests are:

Commonwealth Bonds:

Public Improvement Ref. Bonds, Series 1998: $905,000
Public Improvement Bonds of 1999: 1,565,000
Public Improvement Bonds of 2002, Series A: 16,990,000
Public Improvement Ref. Bonds, Series 2002 A: 44,339,000
Public Improvement Bonds of 2003, Series A: 6,311,000
Public Improvement Ref. Bonds, Series 2003 A: 5,330,000
Public Improvement Bonds of 2004, Series A: 28,653,000
Public Improvement Bonds of 2005, Series A: 24,401,000
Public Improvement Ref. Bonds, Series 2006 A: 7,505,000
Public Improvement Bonds of 2006, Series A: 30,217,000
Public Improvement Ref. Bonds, Series 2006 B: 17,744,000
Public Improvement Bonds of 2006, Series B: 8,365,000

Counsel represents only the QTCB Noteholder Group and does not
represent or purport to represent any other entities other than the
QTCB Noteholder Group with respect to the Debtors' Title III cases.
In addition, neither the QTCB Noteholder Group nor any member of
the QTCB Noteholder Group (a) assumes any fiduciary or other duties
to any other creditor or person and (b) does not purport to act,
represent or speak on behalf of any other entities in connection
with the Debtors' Title III cases.

Nothing contained in this Tenth Supplemental Statement is intended
to or should be construed as (a) a limitation upon, or waiver of
any right to assert, file and/or amend its claims in accordance
with applicable law and any orders entered in this or any other
related Title III cases by any QTCB Noteholder Group member, its
affiliates or any other entity, or (b) an admission with respect to
any fact or legal theory.

Additional holders of QTCBs may become members of the QTCB
Noteholder Group, and certain members of the QTCB Noteholder Group
may cease to be members in the future. The QTCB Noteholder Group,
through its undersigned Counsel, reserves the right to amend or
supplement this Tenth Supplemental Statement as necessary for that
or any other reason in accordance with the requirements set forth
in Bankruptcy Rule 2019 and the Order.

Co-Counsel for the QTCB Noteholder Group can be reached at:

          Morgan, Lewis & Bockius LLP
          Kurt A. Mayr, Esq.
          David L. Lawton, Esq.
          Shannon B. Wolf, Esq.
          One State Street
          Hartford, CT 06103-3178
          Tel: (860) 240-2700
          Fax: (860) 240-2701
          E-mail: kurt.mayr@morganlewis.com
                  david.lawton@morganlewis.com
                  shannon.wolf@morganlewis.com

             - and -

          Correa-Acevedo & Abesada Law Offices, PSC
          Sergio Criado, Esq.
          Centro Internacional de Mercadeo, Torre II
          # 90 Carr. 165, Suite 407
          Guaynabo, P.R. 00968
          Tel: (787) 273-8300
          Fax: (787) 273-8379
          E-mail: scriado@calopsc.com

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

                    About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and chair of a committee to review professionals' fees.


QUANTUM VALVE: Has Deal on Cash Collateral Access
-------------------------------------------------
Quantum Valve and Oilfield Solutions, LLC asks the U.S. Bankruptcy
Court for the Eastern District of Texas, Sherman Division, for
authority to , among other things, use the cash collateral of
Crestmark Bank.

The Debtor has an immediate need to use Cash Collateral, including
cash proceeds, to pay its employees and other operating expenses.

The Debtor's bankruptcy filing was the result of several setbacks
the Debtor has suffered recently. First, the COVID-19 pandemic has
negatively impacted cash flow due to fluctuating oil rates during
2020. The Debtor also has been involved in a variety of lawsuits,
garnishment actions and attempt to collect by unsecured creditors
prompting the necessity to file.

Crestmark, a division of MetaBank, National Association, an
asset-based lender, previously entered into financing arrangements
with the Debtor, Luke Reed and Black Fern Investments, LLC pursuant
to, among others, these documents:

     a. Amended and Restated Promissory Note (Line of Credit) dated
February 1, 2020;

     b. A Loan and Security Agreement and a Schedule to Loan and
Security Agreement each dated March 29, 2019, as amended by
Amendment No. 1 to Schedule to Loan and Security Agreement dated as
of June 18, 2019;

     c. Second Amended and Restated Promissory Note dated as of
February 1, 2020, in the stated principal amount of $3,485,348.22;

     d. Security Agreement (Term Loan) dated as of March 29, 2019,
as amended by Amendment No. 1 to Security Agreement (Term Loan)
dated as of February 1, 2020;

     e. The Personal Guaranty dated as of March 29, 2019 of John
Luke Reed; and the Company Guaranty dated as of March 29, 2019 from
Black Fern Investments, LLC, a Texas limited liability company;

     f. A UCC-1 Financing Statement covering all assets of the
Debtor was recorded on November 11, 2018 with the Texas Secretary
of State, Filing Number 18- 0040805167.

As of July 7, 2021, the Debtor was indebted to the Bank under the
Line of Credit Loan in the approximate amount of $1,136,627, and
under the Term Note in the approximate principal amount of
$2,649,653, plus interest, fees and costs allowed under the
Pre-Petition Loan Documents.

The Bank asserts a security interest in the Debtor's cash
collateral secured by a recorded UCC financing statement filed on
November 20, 2018, in which the Bank asserts a lien against all
assets, including all accounts, account receivables and inventory.

SI Quantum, LLC asserts a security interest in the Debtor's cash
collateral secured by a recorded UCC financing statement filed on
January 6, 2017, in which SI asserts a lien against all assets,
including all accounts, account receivables and inventory. SI is
approximately owed $9,589,513.

Crestmark and SI entered into a Subordination Agreement in January
2019, in which SI agreed to subordinate its interest in the
Debtor's cash collateral to the interest of Crestmark. As such,
Crestmark has a senior security interest in the Debtor's cash
collateral.

Various other parties assert an interest in the Cash Collateral,
junior to the interest of Crestmark and SI.

The Debtor requests interim authorization to use Cash Collateral as
set forth in the 14-day Budget until a final order granting further
use of Cash Collateral can be entered. The Debtor also requests
that the Court authorize it to continue to use Cash Collateral on a
final basis as set forth in the 30-day Budget.

The Debtor proposes to adequately protect the interest of Crestmark
in any prepetition collateral by granting Crestmark replacement
liens in estate property.

Subject to prior perfected and unavoidable liens and security
interests, if any, and only to the extent of any actual diminution
in the value of Crestmark's interests in Cash Collateral as a
result of the Debtor's use thereof, the Debtor proposes to grant
the Replacement Liens upon all property and assets of the estate in
which Crestmark held a validly perfected and non-avoidable lien or
right of setoff as of the Petition Date.

To the extent that SI and the Junior Creditors have an interest in
the Cash Collateral, the Debtor proposes granting replacement liens
in estate property pursuant to 11 U.S.C. section 361(2). Subject to
senior perfected and unavoidable liens and security interests of
Crestmark, and only to the extent of any actual diminution in the
value of SI and the Junior Creditors' interests in Cash Collateral
as a result of the Debtor's use thereof, the Debtor proposes to
grant the Junior

Replacement Liens upon all property and assets of the estate in
which SI and the Junior Creditors held a validly perfected and
non-avoidable lien or right of setoff as of the Petition Date.

In addition to agreeing to the use of Cash Collateral, the Bank has
agreed to provide Post-Petition Debtor-in-Possession financing to
the Debtor.

An immediate need exists for the Debtor to obtain approval of a DIP
financing arrangement to ensure sufficient funds are available to
pay payroll, utilities, and vendors as well as acquire additional
inventory and pay other ongoing expenses in the ordinary course of
the Debtor's business.

The Debtor seeks to borrow up to $600,000, which is the amount
necessary to avoid immediate and irreparable harm under Bankruptcy
Rule 4001(c)(2) and the value the Debtor estimates it may receive
in Eligible Accounts.

While the Debtor believes the Bank's interests are adequately
protected by the existing liens on the Cash Collateral, the Debtor
proposes additional adequate protection.

A copy of the motion is available at https://bit.ly/3xIATGO from
PacerMonitor.com.

          About Quantum Valve and Oilfield Solutions, LLC

Quantum Valve and Oilfield Solutions, LLC provides support
activities for the mining industry. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case
No. 21-40994) on July 12, 2021. In the petition signed by John Luke
Reed, chief executive officer, the Debtor disclosed up to $50
million in both assets and liabilities.

Christopher J. Moser, Esq. at Quilling, Selander, Lownds, Winslett
and Moser, PC is the Debtor's counsel.



R.A. BORRUSO: Final Cash Collateral Hearing Today
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has authorized R.A. Borruso, Inc. to use cash collateral
on an interim basis and provide replacement liens, pending a final
hearing.

The Debtor is authorized to use Cash Collateral including, without
limitation, cash, deposit accounts, accounts receivable, and
proceeds from their business operations in accordance with the
budget so long as the aggregate of all expenses for each week do
not exceed the amount in the Budget by more than 10% for any such
week on a cumulative basis. The Debtor is not authorized to pay a
car allowance to Anthony Borruso.

As adequate protection with respect to the Lenders' interests in
the Cash Collateral, the Lenders are granted a replacement lien in
and upon all of the categories and types of collateral in which
they held a security interest and lien as of the Petition Date to
the same extent, validity and priority that they held as of the
Petition Date.

The Debtor is also directed to maintain insurance coverage for the
Collateral in accordance with the obligations under the loan and
security documents.

The final hearing is scheduled for July 19, 2021 at 2 p.m.

A copy of the order is available at https://bit.ly/3k7LZkx from
PacerMonitor.com.

                     About R.A. Borruso, Inc.

R.A. Borruso, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06495) on August 27,
2020. In the petition signed by Ryan A. Borruso, president, the
Debtor disclosed up to $50,000 in assets and $10 million in
liabilities.

Judge Caryl E. Delano oversees the case.

Scott A. Stichter, Esq. at Stichter, Riedel, Blain and Postler,
P.A. is the Debtor's counsel.



RATTLER MIDSTREAM: Fitch Affirms 'BB+' LT IDR & Unsec. Notes Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed Rattler Midstream, LP's (Rattler)
Long-Term Issuer Default Rating (IDR) at 'BB+' and its unsecured
notes at 'BB+'/'RR4'. The Rating Outlook is Stable.

The ratings reflect Rattler's moderate size, offset by its low
leverage. Oil and gas producer Diamondback Energy (BBB/Stable),
Rattler's parent company, has a solid track record of achieving
competitive full-cycle breakeven oil prices. Fitch's key concerns
for Rattler are customer concentration with single basin focus and
lack of business line diversity, which raise the possibility of an
outsized event risk should there be operating or financial issues
at Diamondback.

KEY RATING DRIVERS

Limited Size and Line of Business: Rattler is a water
midstream/solutions provider that operates in the low-cost Delaware
and Midland regions of the Permian basin. While it also provides
oil and gas gathering and owns minority shares in long-haul
pipelines, Fitch expects the water business to remain the main
business and growth generator (about 80% of 2020 EBITDA). Fitch
generally views companies with EBITDA above $500 million as
consistent with investment-grade IDRs. However, through 2023, Fitch
expects Rattler to generate annual EBITDA of less than $325
million. Rattler possesses outsized sensitivity to a slow-down at
Diamondback because of the single business line and customer
concentration.

Production Fundamentals Constrain Volume Growth: Fitch believes oil
and gas production in the Permian will remain somewhat constrained
in the near term driven by capital reductions by E&P producer
customers. This will affect throughput revenues at Rattler.

Customer Concentration: Rattler has significant customer
concentration with approximately 91% of its revenues generated from
Diamondback in 2020. Fitch believes that Rattler's midstream
operations will remain integral to Diamondback's Permian focused,
low-operating cost production profile. Fitch expects Diamondback
and Rattler's development to move in lockstep with one another.
Rattler's dedicated acres overlay Diamondback's seven core
development areas, covering 87% of Diamondback's development
acreage.

The reduction in drilling activities by Diamondback exposes Rattler
to limited volumetric risk as Fitch expects Diamondback's
production to remain relatively flat yoy, and Diamondback has
demonstrated a strong execution record against production guidance.
Fitch expects Diamondback's reduced capital program to target its
highest return acreage in Northern Midland Basin, where Rattler has
sizable water infrastructure, minimizing near-term growth capital
needs. However, management stated that the midstream assets from
Diamondback's acquisition of QEP Resources, Inc. and Guidon Energy,
once acquired by Rattler, will be fully accretive. Fitch believes
this will drive EBITDA growth in 2022.

Asset and Contract Profile: Cash flow from Diamondback for
Rattler's produced water disposal and source water services is
underpinned by long-term, fixed fee contracts. The ratings consider
that Rattler generates 90% of its cash flow under fixed fee
contracts with a remaining tenor of approximately 14 years, which
eliminates direct commodity price risk, but is subject to
volumetric risk. These contracts are also backed by acreage
dedication from Diamondback but do not have minimum volume
commitments. Fitch believes that the Permian will continue to be
the cornerstone of growth for Diamondback and Rattler.

Low Leverage Provides Flexibility: Rattler's low leverage and
interest and distribution coverage is strong relative to midstream
peers. Fitch expects near-term leverage of around 2.2x - 2.3x
through 2022 driven by the throughput from the QEP drop down from
Diamondback. Fitch's forecast assumes funding from FCF and
borrowings on the revolver and an increase in growth capex for
these assets. Leverage is expected to increase slightly to around
2.4x -2.5x in 2023 if capital spending continues to be constrained,
resulting in lower throughput from the existing acreage.

For its existing asset base, outside of the capital contributions
to the Wink-to-Webster pipeline in 2021 ($22 million), Rattler has
modest capital needs as Diamondback focuses production in acreage
with existing water infrastructure to preserve its competitive cost
structure. Fitch believes leverage is critical to Rattler's credit
profile due to the company's concentrated customer exposure and
limited geographic diversity.

Parent Subsidiary Linkage: Fitch currently rates Rattler on a
standalone basis. Fitch considers Diamondback stronger than Rattler
under Fitch's Parent Subsidiary Linkage Criteria. Rattler is
consolidated into Diamondback's consolidated financial statements,
and Diamondback's two classes of ownership securities in the
Rattler family effectively give it a 92% stake (including 100% of
the general partner).

While Rattler derives some benefit from operational and ownership
links with Diamondback, Rattler is managed largely on an
independent basis. Operational ties are moderate, and legal ties
are weak as there are no debt guarantees or cross defaults.
Management Commonality is weak, and Fitch expects the independent
board members on the conflicts committee to ensure that new
contracts (or amendments to old contracts) are properly handled.
Strategic and ownership ties between Diamondback and Rattler are
weakened as Diamondback retains options to maintain its existing
stake, partially sell down, or fully separate. Given this
assessment, Rattler's ratings are evaluated largely on the basis of
its standalone credit profile.

DERIVATION SUMMARY

Rattler's size as measured by EBITDA supports its rating. Fitch
regards an EBITDA level of $500 million as a boundary, for generic
midstream companies, between the 'BB' and 'BBB' rating categories.
Rattler's run-rate for EBITDA is approximately $260 million - $320
million per annum.

Rattler is unusual in the midstream sector in that it is a
predominately a water solutions business. Many of its peers are
traditional midstream entities engaging in crude oil gathering, or
gas gathering and processing. Oryx (B/Positive) is a crude
gathering and intra-basin transportation service provider. Like
Rattler, it operates in a single basin, the Permian, but has higher
customer risk with over 60% of cash flows coming from
non-investment grade counterparties. The lower rated Oryx's
leverage metrics are much higher than Rattler with Fitch projecting
2021 leverage for Oryx in the range of 5.6x-5.9x.

Waterbridge (B-/Watch Negative) provides similar services as
Rattler, as a water provider located in the Permian basin, but is
smaller than Rattler. Waterbridge only operates in the Delaware
portion of the Permian basin. Many of its customers have other
areas besides its territory in which to drill for oil. While
Waterbridge has a significant amount of dedicated acreage, Fitch
believes its counterparty risk is higher than Rattler's, and its
expected leverage is much higher at 9.5x-10.0x at YE 2021.

DCP Midstream Operating, LP is rated 'BB+' like Rattler despite its
much larger scale and greater operational diversification. Unlike
DCP, Rattler has no direct commodity price risk and had less
volumetric risk than DCP for the last five years. Its recent
leverage is also lower than DCP's.

KEY ASSUMPTIONS

-- Fitch base case WTI assumption $60/barrel for 2021, $52/barrel
    for 2022, and $50/barrel for 2023 and beyond;

-- Fitch expects Diamondback's production will shift to the
    Midland from the Delaware basin in the Permian following the
    dropdowns, resulting in flat volumes through 2022;

-- Fitch assumes partially debt funded additional dropdowns in
    2022 from the QEP acquisition at Diamondback. These cashflows
    are immediately accretive but also result in a higher debt
    over the next two years;

-- Capital spending to support Diamondback's production focused
    on the Midland basin; and remaining pipeline joint venture
    investments are completed;

-- Wink to Webster is fully operational in 4Q21;

-- Long-haul pipelines volumes ramp-up gradually, contributing
    modest dividends starting 2021.

RATING SENSITIVITIES

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

-- Independent acquisitions of midstream businesses that
    increases size, geographic or business line diversity, with a
    focus on EBITDA above $500 million per annum and leverage
    (Total Debt with equity credit/Operating EBITDA) at or below
    3.0x on a sustained basis.

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

-- Change in Diamondback's financial policies (or execution
    against same) that may signal potential modifications to the
    Diamondback-Rattler relationship, that impairs cash flow;

-- Leverage (Total Debt with equity credit/Operating EBITDA) at
    or above 4.0x on a sustained basis;

-- A significant change in cash flow stability profile, driven by
    a move away from current majority of revenue being fee based.
    If revenue commodity price exposure were to increase above
    25%, Fitch would likely take a negative rating action;

-- An increase in spending beyond Fitch's current expectations,
    or acquisitions funded in a manner that pressures the balance
    sheet.

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 in Near Term: As of March 31, 2021, Rattler had
approximately $37 million in cash and cash equivalents. Rattler
also has a credit facility which provides a $600 million revolver,
with $521 million available. The credit facility can be used to
fund capital needs of Rattler OpCo.

Under the credit facility, OpcCo is required to maintain three
financial covenants: (1) consolidated total leverage ratio no
greater than 5.0x and (2) senior secured leverage ratio not greater
than 3.50x and (3) consolidated interest coverage ratio not less
than 2.50x. As of March 31, 2021, OpCo was in-compliance with the
covenants, and Fitch expects the company to maintain compliance in
the near term.

Debt Maturity Profile: The revolver matures in May 2024. There are
no other upcoming maturities.

ISSUER PROFILE

Rattler Midstream LP is a master limited partnership (MLP) water
servicer formed by oil and gas producer Diamondback Energy, Inc. to
own and operate a network of water pipelines and other water
infrastructure assets located in the Midland and Delaware basins
within the Permian basin in Texas.

ESG CONSIDERATIONS

RTLR has an ESG Relevance Score of '4' for Group Structure and
Governance as the company operates under a somewhat complex group
structure as a master limited partnership (MLP). This has a
negative impact on the credit profile and is relevant to the rating
in conjunction with other factors. Also, group structure
considerations have an elevated scope for Rattler given
inter-family/related party transactions with affiliate companies.

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.


RC BUYER: Moody's Assigns 'B2' CFR & Rates First Lien Loans 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to RC Buyer, Inc.
("Rough Country") including a B2 corporate family rating and a
B2-PD probability of default rating. Moody's also assigned B1
ratings to the company's proposed first-lien credit facilities,
consisting of a $50 million revolver and a $555 million term loan,
and a Caa1 rating to the proposed $205 million second-lien term
loan. The rating outlook is stable.

Proceeds from the first and second lien term loans along with
common equity will be used to finance the purchase of a majority
stake of Rough Country by the private equity firm TSG Consumer
Partners, LLC. Following the close of this transaction, outstanding
debt at the currently rated entity Rough Country, LLC will be
repaid and Moody's will withdraw all existing ratings for that
entity.

Assignments:

Issuer: RC Buyer, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured 1st Lien Revolving Credit Facility, Assigned B1
(LGD3)

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

Senior Secured 2nd Lien Term Loan, Assigned Caa1 (LGD5)

Outlook Actions:

Issuer: RC Buyer, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

The ratings reflect Rough Country's moderate scale with favorable
brand recognition, consistently high profit margins, and good
liquidity supported by strong free cash flow generation. Rough
Country maintains a competitive position within the niche segment
of truck and Jeep aftermarket accessories. The company also
utilizes a highly focused marketing approach through
direct-to-consumer distribution rather than the multi-level
channels typical of automotive aftermarket products. This approach,
along with a highly variable cost structure and a single,
recognizable brand, has resulted in a rapid pace of organic growth
and strong EBITDA margins. Moody's believes that demand for Rough
Country's products will moderate from the significant growth shown
in 2020, but will remain favorable over the next couple years,
especially as the company builds out other vehicle accessories that
are complimentary to its core suspension products.

Following the leveraged buyout, Rough Country's financial leverage
will be elevated in the mid-6x debt/EBITDA range on a pro forma
basis for March 31, 2021 compared to 4.2x actual. This level of
leverage is high considering the discretionary nature of Rough
Country's products. Moody's expects that the company will be able
to reduce debt/EBITDA to the mid-5x range in 2022 through a
combination of earnings growth and application of free cash flow
toward debt repayment. Rough Country has a demonstrated track
record of reducing leverage in a timely manner, as demonstrated
following its 2017 LBO when leverage decreased from above 6x
debt/EBITDA to under 4x in under two years.

The stable outlook reflects Moody's view that favorable demand,
steady earnings margin and cash flow applied toward debt repayment
will result in financial leverage improving to the mid-5x range in
2022.

Moody's considers Rough Country's liquidity to be good, supported
primarily by strong free cash flow generation which is expected to
continue. The company's free cash flow is reflective of its high
quality earnings, efficient working capital management and low
capital expenditure requirements. Moody's expects Rough Country to
generate free cash flow as a percentage of debt in the high-single
digit range over the next couple years and to deploy a majority of
this cash flow toward debt repayment. As a result, Moody's expects
Rough Country to maintain a minimal amount of cash on its balance
sheet. Furthermore, Rough Country's $50 million revolving credit
facility is expected to remain undrawn.

In terms of corporate governance, the buyout by TSG for a majority
stake in Rough Country reflects a more aggressive financial
leverage profile for the company. Rough Country has demonstrated an
ability to de-lever historically and Moody's anticipates that the
company will engage a similar approach. The company does not engage
in acquisitions, and Moody's expects inorganic growth to remain
muted as the company focuses on internal product development given
its single brand identity. A shift to a more active approach of
debt-funded acquisitions under new equity ownership could pressure
the rating as financial leverage would likely be sustained at an
elevated level for longer than currently anticipated.

The B1 rating on the first-lien senior secured facilities, which
include a $555 million term loan and $50 million revolving credit
facility, is one notch above the B2 CFR and reflects the priority
position of these facilities ahead of the second-lien term loan and
non-debt liabilities, particularly trade payables. The Caa1 rating
on the $205 million second-lien term loan reflects its subordinated
position in the capital structure.

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

The ratings could be upgraded if Rough Country substantially
increases its scale and product diversification while maintaining
its high level of profitability. In addition, a more conservative
financial policy that would sustain leverage below 4x debt/EBITDA
over a period of time could support an upgrade.

The ratings could be downgraded if Rough Country's organic revenue
growth stalls, margins materially weaken from historical levels or
the company engages in acquisitions or distributions such that
debt/EBITDA is not expected to fall below 6x during 2022. A
deterioration in the liquidity profile, including an extended
period of limited availability under the revolving credit facility
or sharply weaker free cash flow could also pressure the ratings.

Following are some of the preliminary terms in the marketing term
sheet that are subject to change during syndication:

As proposed, the credit facilities are expected to contain covenant
flexibility for transactions that could adversely affect creditors,
including the ability to incur incremental first lien facilities in
an aggregate amount not to exceed the greater of a set EBITDA
amount as of the closing date and 100% of trailing four quarter
EBITDA on a pro forma basis. An additional amount is permitted so
long as the First Lien Net Leverage Ratio does not exceed 0.5x
outside the ratio at closing or in the case of permitted
acquisitions and other investments not greater than the First Lien
Net Leverage Ratio immediately prior to the incurrence of such
indebtedness and the application of the proceeds thereof. In the
case of additional junior secured debt, the Secured Net Leverage
Ratio does not exceed a level greater than 1.0x outside the ratio
at the closing date or in the case of permitted acquisitions and
other investments, not greater than the Secured Net Leverage Ratio
immediately prior to the incurrence of such indebtedness and the
application of the proceeds thereof.

In the marketing term sheet, there are no express "blocker"
provisions that prohibit the transfer of specified assets to
unrestricted subsidiaries, although this provision was included in
prior credit agreements for the company. Only wholly-owned
subsidiaries are required to provide subsidiary guarantees, posing
risks of potential guarantee release if there were a partial change
in ownership. There is no explicit protective language limiting
such releases.

The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.

RC Buyer, Inc., headquartered in Dyersburg, Tennessee, is a
US-focused manufacturer of aftermarket performance suspension
products and accessories. The company provides lift and leveling
kits, shocks and stabilizers, and accessories primarily for trucks,
SUV and Jeep models. Rough Country is majority owned by private
equity firm TSG Consumer Partners, LLC. Revenue for the twelve
months ended March 31, 2021 was approximately $360 million.


REDEEMED CHURCH: Seeks to Hire Burns Law Firm as Legal Counsel
--------------------------------------------------------------
The Redeemed Christian Church of God, River of Life seeks approval
from the U.S. Bankruptcy Court for the District of Maryland to
employ The Burns Law Firm, LLC to serve as legal counsel in its
Chapter 11 case.

The firm's services include:

     (a) providing the Debtor with legal advice concerning its
powers and duties;

     (b) preparing legal papers;

     (c) filing and prosecuting adversary proceedings against
parties adverse to the Debtor or its estate;

     (d) preparing any disclosure statement or plan of
reorganization;

     (e) performing other necessary legal services.

The firm's hourly rates are as follows:

     Partners                $495 per hour
     Associates              $355 per hour
     Paralegals              $295 per hour

Burns Law Firm has agreed to an initial retainer of $14,963.55.

John Burns, Esq., a partner at The Burns Law Firm, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     John D. Burns, Esq.
     The Burns Law Firm, LLC
     6303 Ivy Lane; Suite 102
     Greenbelt, MD 20770
     Phone: (301) 441-8780
     Email: info@burnsbankruptcyfirm.com

            About The Redeemed Christian Church of God,
                           River of Life

The Redeemed Christian Church of God, River of Life, is a
tax-exempt religious organization in Riverdale, Md.

The Redeemed Christian Church of God filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 21-14554) on July 9, 2021.  David Ijeh, director and
pastor, signed the petition.  At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities. John D. Burns, Esq., at The Burns Law Firm, LLC,
serves as the Debtor's legal counsel.


RGN-GROUP HOLDINGS: Landlords Seek Disclosure on Claims Treatment
-----------------------------------------------------------------
Landlords -- MCP 4600 South Syracuse, LLC; MCPP WFC Miami, LLC; and
ML-AI Normandale, LLC -- filed a limited objection and reservation
of right with respect to the request of RGN-Group Holdings, LLC to
approve the Disclosure Statement to its Chapter 11 Plan.

The Landlords are each parties to certain lease agreements with
non-Debtor
Affiliates, which agreements are guaranteed by certain Debtors
pursuant to written guaranties executed by the Debtor-guarantor.
The Landlords each filed contingent proofs of claim based on their
rights under the guaranties.

Under the Plan, the Landlords are holders of Contingent Guaranty
Claims classified in Class 4(A), which are deemed unimpaired,
making its holders ineligible to vote on the Plan.  The Plan also
provides that Holders of Class 4(A) Claims will receive "at the
option of the applicable Debtor(s), either: (a) Reinstatement of
such Allowed Contingent Guaranty Claim; or (b) such other treatment
rendering such Allowed Claim Unimpaired in accordance with Section
1124 of the Bankruptcy Code".

Michael Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC,
one of the counsels for the Landlords, disclosed that the Plan and
Disclosure Statement fail to explain what alternatives to
reinstatement the Debtor might offer that would nevertheless render
the Contingent Guaranty Claims unimpaired.  "A statement that a
class is not impaired does not necessarily make it so," he said.
Because the Alternative Treatment is not adequately explained in
the Disclosure Statement or justified as being true "unimpairment,"
there is a real possibility that the Landlords' rights would not be
left "unaltered" under the Plan, rendering their Class 4(A) Claims
impaired within the meaning of Section 1124 of the Bankruptcy Code
and entitling them to vote to accept or reject the Plan.

Mr. Busenkell also complained that the Plan provides the Debtors
with absolute discretion to determine whether to reinstate the
Guaranties or to implement the Alternative Treatment.

Accordingly, the Landlords asked the Court to deny approval to the
Disclosure Statement unless the Debtors provide adequate
information with respect to the Alternative Treatment, and how such
treatment would render Class 4(A) Claims unimpaired.

A copy of the objection is available for free at
https://bit.ly/3wGHgsD from Epiq, claims agent.

Counsel for the Landlords:

   Michael Busenkell, Esq.
   Gellert Scali Busenkell & Brown, LLC
   1201 N. Orange Street, Suite 300
   Wilmington, DE 19801
   Telephone: (302) 425-5812
   Facsimile: (302) 425-5814
   Email: mbusenkell@gsbblaw.com

       - and -

   Gregory W. Fox, Esq.
   Stacy Dasaro, Esq.
   Goodwin Procter LLP
   The New York Times Building
   620 Eighth Avenue
   New York, NY 10018-1405
   Telephone: (212) 813-8800
   Facsimile: (212) 355-3333
   Email: SDasaro@goodwinlaw.com
          GFox@goodwinlaw.com

                     About RGN-Group Holdings

RGN-Group Holdings, LLC and its affiliates are primarily engaged in
renting and leasing real estate properties.

On Aug. 17, 2020, RGN-Group Holdings and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-11961).

At the time of the filing, RGN-Group Holdings disclosed total
assets of $1,005,956,000 and total liabilities of $946,016,000.

Judge Brendan Linehan Shannon oversees the cases.

The Debtors tapped Faegre Drinker Biddle & Reath LLP as lead
bankruptcy counsel, Ashby & Geddes, P.A. as special conflicts
counsel, Alixpartners as financial advisor, Duff & Phelps LLC as
restructuring advisor, and Epiq Corporate Restructuring LLC as
claims and noticing agent.

Natasha Songonuga is the Subchapter V trustee appointed in the
Debtors' cases.  The trustee is represented by Gibbons P.C.

The U.S. Trustee for Region 3 appointed a committee to represent
the Debtors' unsecured creditors on Sept. 21, 2020.  The committee
hired Frost Brown Todd LLC, and Cole Schotz P.C. as its legal
counsel and FTI Consulting, Inc. as its financial advisor.


RITE AID: S&P Upgrades ICR to 'B-', Outlook Stable
--------------------------------------------------
S&P Global Ratings upgraded its issuer credit rating on U.S.-based
drugstore retailer Rite Aid Corp. to 'B-' from 'CCC+'. S&P's
issue-level ratings are upgraded one notch as well.

The stable outlook reflects S&P's view that the company will
maintain sufficient liquidity to absorb any likely fluctuations in
its performance. It also incorporates its assumption that its
credit metrics will remain flat through the coming fiscal year with
year-end S&P Global Ratings-adjusted leverage in the 6x area.

Rite Aid has demonstrated a modest improvement in its operating
performance following its difficult experience in the fiscal year
ended Feb. 27, 2021, when its adjusted EBITDA declined by $100
million year over year to about $440 million by company estimates.
Rite Aid has been making progress in its multi-year turnaround
effort to refresh its stores, increase its front-end sales, and
optimize its pharmacy benefits manager (PBM), Elixir, under CEO
Heyward Donigan, who has been in that role since 2019. While the
company's performance improved in its latest first quarter ended
May 29, 2021, S&P believes it still needs to expand its
prescription business, improve its margins, and regain market share
from competitors including CVS Health Corp. and Walgreens Boots
Alliance Inc. to succeed.

Rite Aid reported adjusted EBITDA of $139 million according its
calculations in the latest quarter, which is up 29% relative to its
results during the prior period. In addition, it expanded its
revenue by 2.2% to $6.2 billion, improved its inventory turns by
8%, and redeemed all of its $90.8 million 6.125% senior notes due
2023 at par.

These results indicate that challenges the company has been facing,
including elevated costs amid the COVID-19 pandemic last year and
weak front-end sales due to the essentially non-existent cold/flu
season earlier this year, are diminishing. S&P also believes drug
stores are less exposed to ongoing U.S opioid litigation than drug
suppliers or pharmaceutical companies based on some recent
settlements and cases. Therefore, S&P is revising its comparable
rating analysis modifier on Rite Aid to neutral from negative.

S&P said, "That said, we believe the company will continue to face
headwinds in the highly competitive drugstore sector, which is
rapidly evolving due to acquisitions, partnerships, and
collaborations, as well as complex shifts in the U.S. health care
system, over the coming year. The company cites the continued
efforts of Congress and federal agencies, health maintenance and
managed care organizations, and others to reduce prescription drug
costs and pharmacy reimbursement rates. This has had a material
effect on Rite Aid's profit margins, which are already thin
compared with those of its peers, including CVS and Walgreens.

"We are taking a cautious approach to Rite Aid's public guidance
for the coming year given its recent earnings misses and the
persistent challenges across its business lines. Specifically, we
expect the company's sales to increase by the mid-single digit
percent area in the coming year (fiscal year 2022), and assume its
pharmacy services business will generate just under $7.9 billion in
sales for the year. We also anticipate a net loss of more $140
million due to issues associated with generic drug price inflation.
Furthermore, we project the company's adjusted EBITDA will be at
the low end of the $440 million-$480 million range for the coming
year, which incorporates the big miss on its EBITDA for last year
(fiscal year 2021) and the decline in its EBITDA the year before
that.

"We forecast flat free operating cash flow (FOCF) for the coming
year after negative $134 million of FOCF last year according to our
calculations. We currently expect Rite Aid's S&P Global
Ratings-adjusted leverage to remain above 5x on an lease-adjusted
basis through the next three years. We also forecast capital
spending of $300 million, interest expense of $200 million, and a
$100 million working capital benefit in the coming year amid
further inventory reductions and other items. We expect the company
to report continued weak performance in its retail pharmacy
front-end comparable sales given recent trends.

"We do not view Rite Aid's capital structure as unsustainable or
believe that the company will try to execute further below-par
distressed exchange transactions like it did prior to 2020. In our
view, the improvement in the company's operating performance and
stabilization of its cash flow have reduced the risk that it will
engage in a below-par distressed exchange. In addition, we note its
liquidity is sufficient, including $1.7 billion of revolver
availability through the latest quarter and almost $120 million of
cash. The company also commenced an exchange for notes due 2026 and
redeemed some outstanding notes due 2023 in June 2020. Given this
recent track record, we believe Rite Aid will refinance both its
$2.7 billion asset-based lending (ABL) facility and $450 million
first-in, last-out (FILO) term loan due December 2023 by the end of
the year.

"Rite Aid's overall revenue increased by 9.6% year over year in
fiscal year 2021 mainly due to higher pharmacy services revenues
and increased front-end sales. We note it continues to make
progress on its rebranding plan to turnaround the business. We
forecast the recovery in its sales will accelerate through fiscal
year 2023 and estimate they will rise by the low- to mid-single
digit percent range. We also assume the recovery in its EBITDA will
be moderately delayed because we anticipate its S&P Global
Ratings-adjusted EBITDA margins will be roughly 200 basis points
below its fiscal 2020 levels of about 23%. This leads us to
forecast leverage in the 6.0x area in fiscal year 2022, down from
6.3x in fiscal year 2021 (ended Feb. 27, 2021). Rite Aid mentioned
that its acute prescriptions have declined by 12% over the last two
years, which is a significant decline, due to its soft cough cold
and flu results and the continued effects of COVID on the demand
for elective procedures.

"The stable outlook reflects our expectation that Rite Aid's
turnaround efforts will start to bear fruit in the coming year as
it continues to roll out its new private-label items and improves
its pharmacy services (Elixir) segment.

"We could lower our rating on Rite Aid if its turnaround strategy
does not appear to be gaining traction or operating conditions
worsen such that we see a restructuring as increasingly likely.
This would result in the company being unable to refinance its 2023
maturities in the near term. It could also involve repurchasing its
debt at below par. Overall, we believe that current attempts to
turn around its business and improve its cash flow generation
entails significant risk.

"We could raise our ratings on Rite Aid if it makes material
progress on its pending turnaround initiatives. Under this
scenario, we would expect the company to demonstrate a significant
and sustained improvement in its operating performance and cash
flows with leverage remaining below 5x on a sustained basis. The
company would also need to have its 2023 maturities refinanced in a
timely fashion."



RR3 RESOURCES: Unsecureds to Get $50K via Monthly Payment for 5 Yrs
-------------------------------------------------------------------
RR3 Resources LLC and Recycling Revolution LLC filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Disclosure
Statement in support of the Joint Plan of Reorganization dated July
15, 2021.

The Debtors filed voluntary petitions to avoid further financial
hardship while defending a state court litigation that been pending
for years by unsecured creditors, Gabriella/MHT Limited Dividend
Housing Partnership and Benjamin Manor MHT Dividend Housing
Associates, LLC, which obtained a Final Judgment against Recycling
Revolution, LLC, Case No. 19-25063-MAM. In addition, Debtor,
Recycling Revolution, LLC and its customers' bank and business
accounts were wrongfully garnished by Gabriella/MHT and Benjamin
Manor which added Recycling Revolution, LLC, d/b/a RR3 Resources,
LLC to the Final Judgment, which RR3 is not a party in the
litigation.

Class 1 consists of all secured tax claims of the Debtors. All
Secured Tax Claims will be paid in full upon confirmation. The
Class 1 claims are not impaired under the Plan.

Class 2 consists of the secured claim of Newtek. The Secured Claim
of Newtek shall be valued at $333,359.18 or such amount as the
Court may determine. The Secured Claim of Newtek will be paid in
full within 5 years from the Effective Date of the Plan. The Class
2.1 claim is impaired.

Class 2.2 consists of the secured claim of Gabrielle MHT. The
Secured Claim of Gabrielle MHT shall be valued at $450,000.00 or
such amount as the Court may determine. The Secured Claim of
Gabrielle MHT will be paid in full within 8 years from the
Effective Date of the Plan. The Class 2.2 claim is impaired.

Class 3 consists of the general unsecured claims of creditors of
Recycling Revolution and RR3. The Class 3 Claimants shall be paid
in shall receive in full satisfaction, release and exchange for
such Allowed Claim, pro rata and pari passu participation, a
proportionate share of $50,000.00 paid in equal monthly payments of
$833.00 for a period of 5 years. Based on the potential general
unsecured creditor body, this would result in a distribution of
$50,000.00. The Class 3 claimants shall also receive 50% of any
recovery in the Malpractice Claim, up to a maximum of $250,000.00.
The Class 3 claims are impaired.

The Class 4 Claims of Equity shall receive no distribution but will
retain all equity in exchange for the following contributions: (1)
the principal of the Debtors, Robin Seskin and Slake Industries,
will loan the sum of $25,000.00 to the Debtors, post-petition, and
(2) an assignment of 50% of the proceeds of the Malpractice Claim,
up to a maximum or $250,000.00. On the Effective Date all of such
sums shall be converted from debt to equity as consideration for
their retention of equity; and (b) the principal of the Debtors,
Robin Seskin and Slake Industries, shall contribute all sums, as
they become due and payable necessary to fund the Debtors'
obligation to class 3, to the extent that the Debtors' cash flow is
insufficient to do so, as additional consideration for the
retention of equity.

All payments necessary to achieve confirmation of the Plan and to
fund payment to creditors required by the Plan shall be funded from
the cash flow of the Debtors' operations as supplemented with an
infusion of cash by the Debtors' principals, Robin Seskin and Slake
Industries.

A full-text copy of the Disclosure Statement dated July 15, 2021,
is available at https://bit.ly/3ktMIMY from PacerMonitor.com at no
charge.

Counsel to the Debtors:

     Joe M. Grant, Esq.
     Lorium PLLC
     197 South Federal Highway, Suite 200
     Boca Raton, FL 33432
     Tel: 561-361-1000
     Fax: 561-672-7581

                      About Recycling Revolution

Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/ -
is a recycling company specializing in low end, contaminated, and
hard to handle materials. Recycling Revolution purchases all types
of plastic, metal and electronic waste, including HDPE bottles, PET
bottles, commingled bottles, and HDPE mixed rigid bottles.

Recycling Revolution sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7,
2019.  Judge Mindy A. Mora is assigned to the case.  In the
petition signed by its member/president, Robin Seskin, the Debtor
disclosed $365,896 in assets and $9,318,956 in debt.

RR3 Resources LLC filed a voluntary Chapter 11 Petition (Bankr.
S.D. Fla. Case No. 19-25063) on Nov. 7, 2019.  In its petition, the
Debtor disclosed under $1 million in both assets and liabilities.

The cases are jointly administered with Recycling Revolution's as
the lead case.

Joe M. Grant, Esq., at Marshall Grant, PLLC, serves as the Debtors'
counsel.


RVS CONSIGNMENTS.COM: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------------
Debtor: RVS Consignments.com LLC
          DBA Blair's I-5 RVS
        5910 Ivan Way SW
        Rochester, WA 98579

Business Description: RVS Consignments.com LLC is an RV dealer in
                      Washington State.

Chapter 11 Petition Date: July 15, 2021

Court: United States Bankruptcy Court
       Western District of Washington

Case No.: 21-41184

Judge: Hon. Brian D. Lynch

Debtor's Counsel: David C. Smith, Esq.
                  LAW OFFICES OF DAVID SMITH, PLLC
                  201 Saint Helens Ave
                  Tacoma, WA 98402
                  Tel: 253-272-4777
                  Fax: 253-461-8888
                  Email: david@davidsmithlaw.com

Total Assets: $1,244,197

Total Liabilities: $936,789

The petition was signed by Ronald Blair, managing member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:

https://www.pacermonitor.com/view/QEMLWDA/RVS_Consignmentscom_LLC__wawbke-21-41184__0001.0.pdf?mcid=tGE4TAMA


RVT INC: Disclosure Statement Hearing Continued to August 10
------------------------------------------------------------
Judge Mark S. Wallace disapproved the Amended Plan and Disclosure
Statement of RVT Inc. and ordered that the Debtor file a second
plan and disclosure statement by July 12, 2021 to which the Debtor
complied, having filed an Amended Plan by said date.   

The Court will continue the hearing on the Disclosure Statement to
August 10, 2021 at 2 p.m.

A copy of the order is available for free at https://bit.ly/3yZB0hf
from PacerMonitor.com.

                          About RVT Inc.

Based in Fontana, California, RVT Inc. filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 19-17552) on Aug. 28, 2019, listing
under $1 million in both assets and liabilities.  The Hon. Mark S.
Wallace is the case judge.  Oaktree Law represents the Debtor.



RXB HOLDINGS: Debt-Funded Acquisition No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service commented that RxBenefits' announcement,
that it will acquire a smaller pharmacy benefits player is credit
negative. The acquisition will increase RxBenefits' financial
leverage by more than a turn to over 8x debt/EBITDA on a pro forma
basis. There are no changes to RXB Holdings, Inc.'s ratings and
outlook, including the B3 Corporate Family Rating and B2 instrument
rating at this time because Moody's anticipates deleveraging
through strong EBITDA growth.


SCIENTIFIC GAMES: Proposes to Acquire Public Shares of SciPlay
--------------------------------------------------------------
Scientific Games Corporation has submitted to the Board of
Directors of SciPlay Corporation a proposal for Scientific Games to
acquire the remaining 19% equity interest in SciPlay that it does
not currently own in an all-stock transaction, following which
SciPlay would become a wholly-owned subsidiary of Scientific
Games.

This Proposed Transaction is another important step forward on the
strategy Scientific Games recently announced to become a
content-led growth company with a particular focus on digital
markets and unlock the value of the Company's products and
technologies.  SciPlay fits perfectly into Scientific Games' focus
on building engaging content and launching great games more fully
cross-platform.

Scientific Games expects the transaction to be immediately
accretive to the value of the Company's shares offering SciPlay
shareholders a premium for their investment and the opportunity to
participate in the upside potential of Scientific Games as it
transforms its portfolio and executes on its strategy to drive
long-term sustainable growth and significant shareholder value.

Scientific Games has delivered its proposal to SciPlay's Board of
Directors.  The full text of the letter sent to SciPlay's Board of
Directors is below:

July 15, 2021

VIA EMAIL:

Board of Directors
SciPlay Corporation
6601 Bermuda Road
Las Vegas, NV 89119

Dear Members of the Board:

Scientific Games Corporation is pleased to propose a merger with
SciPlay Corporation pursuant to which SciPlay's shareholders, other
than SGMS and its subsidiaries, would become direct shareholders of
SGMS in a tax-free transaction.  In the Transaction, SciPlay
shareholders, other than SGMS and its subsidiaries, would receive
0.250 shares of SGMS common stock for each share of SciPlay Class A
common stock they own, which would imply an enterprise value of
$1.9 billion and purchase multiple of 2021E consensus EBITDA of
10.1x and 2022E consensus EBITDA of 9.4x.  The Transaction implies
a premium of 11% based on the SGMS and SciPlay respective closing
stock prices as of the close of business on July 14, 2021, the last
trading day prior to the proposal, and a premium of 10% based on
the thirty-day volume weighted average price ("VWAP") for SciPlay
Class A common stock.

We believe a merger of SGMS and SciPlay will deliver significant
operational, strategic and financial benefits and drive shareholder
value in excess of what each company could generate on a standalone
basis.  Further, we believe SciPlay public shareholders will
benefit from increased trading liquidity as a result of being part
of a pro forma entity with a market capitalization of $7.0 billion
(based on the closing share prices of SGMS and SciPlay on July 14,
2021) and a public float that would be approximately 18x larger
than SciPlay today.

Through our existing collaboration with SciPlay, we believe a
transaction would be seamless and we look forward to fully joining
forces with SciPlay's talented leadership team and employees to
continue innovating on behalf of customers and players.

Key benefits from a combination include:

   * Offering premium value for SciPlay shares with the opportunity

     to participate in the potential upside of SGMS share ownership

     as we transform our company, driving sustainable growth and
     significant shareholder value

   * Acceleration of SGMS's vision of becoming a leading cross-
     platform global game company through the integration of
SciPlay
     by leveraging content, game mechanics and our new game
     development roadmap to create an enhanced player experience
     across land-based and digital platforms as we see increasing
     convergence

   * Positioning SciPlay to accelerate its strategy and expand in
     the high growth casual gaming market as part of a combined
     company with a strengthened balance sheet, substantial cash
     flows and enhanced financial flexibility

      - SciPlay will be a key component in SGMS's goal of growing
        our digital business to be comparable in size with our
land-
        based business within 3 years

      - SGMS recently announced our intent to divest our Lottery
and
        Sports Betting businesses, which will strengthen our
balance  
        sheet by materially de-levering, while creating the
        financial capacity to invest in our largest growth
        opportunities, including the SciPlay business
  
   * Giving SciPlay continued access to new content, including the

     robust game roadmap that SGMS is advancing, beyond the 2022
     expiry of the current IP Licensing Agreement

   * The value of this combination is based on enhancing alignment

     of interest and strengthening the combined company's
foundation
     for growth, rather than opportunities for cost synergies

We believe the proposed Transaction offers speed and certainty for
SciPlay public shareholders.  SGMS will not conduct due diligence
and we do not expect consummation of the Transaction to require any
regulatory approvals or the approval of SGMS shareholders.  We
expect that SciPlay's Board of Directors will appoint a special
committee comprised entirely of independent directors to consider
our proposal.  The approval of such special committee will be a
precondition for us to move forward with the contemplated
Transaction, which will also be subject to the negotiation and
execution of a mutually acceptable merger agreement.

Currently, SGMS owns approximately 81% of the economic interest and
98% of the voting interest in SciPlay.  In considering this
proposal, it should be noted that, in our capacity as a shareholder
of SciPlay, we are interested only in the Transaction specified
above with respect to the publicly traded shares of SciPlay and
intend to vote in favor of such Transaction.  We would not expect,
in our capacity as a shareholder of SciPlay, to vote in favor of
any alternative sale, merger or other corporate transaction
involving SciPlay nor divest or sell any portion of our ownership
interest.
Please note that this proposal is an expression of interest only,
and we reserve the right to withdraw or modify our proposal in any
manner at any time.  No legal obligation with respect to the
Transaction or any other transaction shall arise unless and until
execution of a mutually acceptable merger agreement between SGMS
and SciPlay.

We believe it is appropriate for us to publicly disclose our
proposal substantially concurrently with the delivery of this
letter to you, and accordingly we plan to file this letter with the
U.S. Securities and Exchange Commission. Furthermore, as it relates
to this proposal, we have engaged Macquarie Capital as our
financial advisor and Cravath, Swaine & Moore LLP as our legal
advisor, and we encourage the special committee to retain its own
legal and financial advisors to assist in its review of our
proposal.  We and our advisors look forward to working with the
special committee and its advisors to expeditiously negotiate and
consummate a mutually acceptable transaction and are available at
your convenience to discuss any aspects of this proposal.  Should
you have any comments or questions regarding our proposal or
otherwise, please do not hesitate to contact me.

Sincerely,

Barry L. Cottle
President and Chief Executive Officer

Advisors:

Macquarie Capital is serving as financial advisor and Cravath,
Swaine & Moore LLP is serving as legal advisor to Scientific
Games.

Investor Inquiries:
Jim Bombassei, Senior Vice President of Investor Relations
IR@scientificgames.com

Media Inquiries:
Nick Lamplough / T.J. O'Sullivan / Lucas Pers, Joele Frank,
Wilkinson Brimmer Katcher, +1 212 355 4449

                       About Scientific Games

Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries.  Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.

Scientific Games reported a net loss of $548 million for the year
ended Dec. 31, 2020, compared to a net loss of $118 million for the
year ended Dec. 31, 2019.  As of March 31, 2021, the Company had
$7.86 billion in total assets, $10.38 billion in total liabilities,
and a total stockholders' deficit of $2.52 billion.


SECURE ENERGY: Fitch Rates Second Lien Secured Notes 'BB'
---------------------------------------------------------
Fitch Ratings has assigned a second lien senior secured rating of
'BB'/'RR2' to Secure Energy Services Inc. (SES). Additionally,
Fitch has affirmed SES' Long-Term Issuer Default Rating (IDR) at
'B+' and its senior unsecured rating at 'B+'/'RR4'. The Rating
Outlook is Stable.

SES and Tervita Corporation (TEV), which SES recently merged with,
both demonstrated resilience through the last downturn. Fitch
expects SES to leverage deep customer relationships and a strong
asset footprint covering the major oil plays in the Western
Canadian Sedimentary Basin (WCSB) to drive costs down, ultimately
improving producer economics. The enhanced competitive position
afforded by SES' increased scale, expected higher utilization and
combined cost efficiencies support its credit quality.

Risks to successful post-merger integration remain, including
significant synergy realization. This is in addition to the
outsized risks faced by smaller-scale, single-basin-focused
midstream service providers without significant long-term minimum
volume contract coverage.

KEY RATING DRIVERS

WCSB Activity Exposed: SES provides cost-effective and essential
services primarily to E&P customers in Western Canada and North
Dakota. Fitch expects demand for those services to remain healthy
so long as oil is produced in those regions. However, activity
levels in Western Canada and North Dakota drive the degree to which
SES' services are required.

SES expects the majority of its EBITDA post-merger to come from
fixed-fee contracts without minimum volume commitments and with
terms of less than one year, which will continue its exposure to
production levels and to the pace of drilling and completion in the
WCSB (and North Dakota). Risks remain from a prolonged period of
low commodity prices leading to reduced oil and gas activity.

Contracts Provide Some Stability: The company will have some
long-term contract cover through its Kerrobert and East Kaybob
crude pipeline systems as well as the Pipestone and Montney water
disposal facilities. These longer-term take-or-pay-type and area
dedication contracts provide stability and visibility into future
revenue and cash flow for SES. Fitch would consider the further
contracting of these assets and/or the addition of other long-term
contracted assets as positive for credit quality.

Combination Provides Size and Scale Benefits: SES' EBITDA will more
than double with the TEV merger transaction. With synergy
realization, Fitch anticipates the combined entity could reach $400
million within 18 months. The increased size and scale should yield
material operational efficiencies leading to a stronger cost
structure and better customer offering. Additionally, Fitch sees an
increased business robustness, better equipping the combined entity
with tools to weather a future downturn in commodity
prices/activity. The delivery of targeted synergies and continued
expansion of EBITDA towards $500 million annually would indicate
improvement in the credit profile.

Strong Leverage for the Rating: The post-merger capital structure
contains leverage that is strong for the rating category. By
Fitch's estimation, on a pro forma basis including a full year of
EBITDA from TEV, 2021 leverage will be around 3.5x. Additionally,
Fitch forecasts leverage to decline over the forecast period to
below 2.0x as free cash flow generated is allocated towards debt
reduction, consistent with current management guidance calling for
leverage below 2.5x within two years of transaction close.

Fitch would view steady quarterly decreases in outstanding revolver
balance, supported by prudent capital spending and flat dividend
payments leading to positive FCF (before debt repayment) as
tangible indicators of credit strength.

Customer Can Become Competitor: For a portion of SES' businesses, a
large number of E&P companies handle the services SES provides
in-house. Fitch believes the trend will continue of producers
outsourcing more non-E&P activities to better focus on core
strengths and achieve improved capital efficiencies. However,
should the cost to provide service become too high or there is a
larger industry shift toward doing more in-house, the SES
businesses not operating under long-term contracts may see
financial results deteriorate.

The recent trend of upstream consolidation has both positive and
potential negative implications for SES. Larger producers may be
more willing to sign long-term contracts for service as their
businesses are more robust. Conversely, a larger producer may find
it more economical to handle produced water itself. Fitch views
consolidation as positive for the industry in the long run as it
typically lowers costs, which improves resiliency.

DERIVATION SUMMARY

SES is somewhat unique relative to Fitch's midstream coverage given
its diversification along the midstream value chain, including the
operation of Class I & II landfills in Western Canada, combined
with its structure as a standalone corporate entity.

SES operates crude oil gathering, processing and transportation
systems, among others, concentrated in a single basin, effectively,
similar to Oryx Midstream Holdings LLC (Oryx; B/Positive) and
Medallion Midland Acquisition, LLC (MEDMID; B+/Stable). Similar to
WaterBridge Midstream Operating LLC (WBR; B-/Negative), SES
operates produced and waste water treatment and disposal assets.

While there is little direct business line overlap, Precision
Drilling Corporation (PD; B+/Stable) is a peer as it is exposed to
Canadian oil & gas activity and features a standalone corporate
structure. As a standalone corporate entity, SES is dissimilar to
sponsor-owned Oryx, MEDMID and WBR.

SES, similar to its peers, has limited direct commodity price
exposure. Roughly 95% of EBITDA is generated from fixed-fee
contracts and/or (non-commodity) fee-based service agreements.
However, most of the fixed-fee contracts and/or fee-based service
agreements do not contain significant minimum volume commitments
and as such SES, similar to peers, is exposed to producer volume
changes. While SES provides services in multiple plays in the WCSB,
Fitch views its exposure to specific basin economics as similar to
a single-basin G&P issuer, given the overarching exposure to
Canadian crude differentials.

SES benefits from a mix of take-or-pay-type and area dedication
contracts with durations of greater than one year remaining;
however, these contracts make up a smaller relative proportion of
overall EBITDA compared with Oryx, MEDMID and WBR. Outside of two
crude systems and one water system, the majority of SES revenue
comes from fixed-fee contracts and/or fee-based service agreements
of three months or less. This results in a weaker credit profile
for SES, compared to Oryx, MEDMID and WBR.

The combined SES-TEV will have a broader relative customer base
including customers outside of the oil & gas industry (specifically
rail operators, metals & mining and large industrial companies).
Additionally, approximately 75% of expected revenue from the pro
forma top 10 customers will be from investment-grade
counterparties; however, without a portfolio of long-term
take-or-pay contracts, the relative importance of customer credit
quality is reduced and is not at, this time, a differentiating
credit factor.

Fitch expects SES to have annual run-rate EBITDA in excess of $300
million. This compares favorably with Oryx, MEDMID and WBR.
Pre-2020, PD reported EBITDA well in excess of $300 million. Fitch
views the financial robustness afforded to larger relative scale,
as measured by an EBITDA run-rate of $300 million per annum or
greater, supportive of higher credit quality.

Fitch expects post-merger leverage to be around 3.5x, on a pro
forma trailing-twelve-month basis. Fitch forecasts leverage to
decrease to below 2.5x by the end of 2023. This compares favorably
with year-end 2021 leverage of 5.6x-5.9x at Oryx, 5.3x at MEDMID,
9.5x-10.0x at WBR and 5.1x at PD. Fitch views SES' lower expected
leverage as a differentiating credit factor.

Outsized event risk is shared by each of SES, Oryx, MEDMID and WBR,
given the single-basin exposure. However, the combinations of SES'
larger relative size, as measure by EBITDA, and meaningfully lower
expected leverage reflects a comparably stronger credit profile.
Compared with MEDMID, SES' size and leverage advantage is offset by
MEDMID's much larger portion of EBITDA from long-term contracts as
well as stronger producer expectations supporting targeted
deleveraging. Size/scale and leverage differences more than offset
contract portfolio duration and cause a one-notch separation
between the IDRs of Oryx and SES. Compared with WBR, the
significant leverage divergence, as well as larger relative size
and scale, lead to a two-notch separation from the SES IDR.

KEY ASSUMPTIONS

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

-- Oil and gas production and development activity in Western
    Canada and North Dakota consistent with a Fitch base case West
    Texas Intermediate (WTI) assumption of US$52/bbl in 2022
    before moving to a US$50/bbl long-term price assumption;

-- A small number of assets are assumed to be
    divested/decommissioned as part of the merger-related asset
    review process, leading to an immaterial reduction in expected
    combined EBITDA;

-- Meaningful overhead and operating cost synergies are realized
    over the forecast period;

-- Dividends remain at current level through 2023. FCF generated
    is used to reduce outstanding credit facility borrowings;

-- CAD/USD rate of $1.25 over the forecast period;

-- The recovery analysis assumes that SES would be considered a
    going-concern in bankruptcy. Fitch has assumed a 10%
    administrative claim (standard). The going-concern EBITDA
    estimate of $255 million reflects Fitch's view of a
    sustainable, post-reorganization EBITDA level upon which Fitch
    bases the valuation of the company. As per Fitch's criteria,
    the going concern EBITDA reflects some residual portion of the
    distress that caused the default;

-- Fitch used a 6x EBITDA multiple to arrive at SES' going
    concern enterprise value. The multiple is in line with recent
    reorganization multiples in the energy sector. There have been
    a limited number of bankruptcies and reorganizations within
    the midstream space, but bankruptcies at Azure Midstream and
    Southcross Holdco had multiples between 5x and 7x by Fitch's
    best estimates.

-- In Fitch's bankruptcy case study report "Energy, Power and
    Commodities Bankruptcies Enterprise Value and Creditor
    Recoveries," published in April 2019, the median enterprise
    valuation exit multiplies for 35 energy cases for which this
    was available was 6.1x, with a wide range of multiples
    observed.

RATING SENSITIVITIES

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

-- A positive rating action is not anticipated in the near term
    but Fitch may take positive rating action should minimum
    volume commitment contracts with a weighted average duration
    remaining of three years or greater make up 25% or more of
    total EBITDA and if leverage, defined as total debt with
    equity credit to operating EBITDA, was expected to be below
    4.0x on a sustained basis.

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

-- Leverage, defined previously, above 5.0x for a sustained
    period;

-- A negative rating action may be considered if annual run rate
    EBITDA were expected to remain below $300 million for a
    sustained period of time;

-- Impairments to liquidity including expectations for Adjusted
    EBITDA Interest coverage to be sustained below 3.0x.

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

Sufficient Liquidity: SES had cash on the balance sheet of $17
million and TEV had a cash balance of $21 million, as of March 31,
2021. The post-merger capital structure includes an $800 million
first lien secured revolver, of which just over $400 million was
expected to be drawn at transaction close. Additionally, an
unsecured bilateral LC credit facility was put in place for $30
million. Given the relatively low working capital and sustaining
capital requirements of the business, Fitch views the nearly $400
million in available revolver capacity, in addition to cash on
hand, as sufficient.

The company's debt maturities include the first lien revolver
maturing in 2024, the second lien secured notes due in 2025 and the
senior unsecured notes due in 2026.

ISSUER PROFILE

Secure Energy Services Inc. is a service provider to upstream oil
and natural gas companies in Western Canada and the Northern U.S.
SES owns and operates a network of midstream processing and storage
facilities, crude oil and water pipelines, and crude by rail
terminals. SES also provides environmental and fluid management
services.

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.


SIGNET JEWELERS: S&P Upgrades ICR to 'BB-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on diamond and
jewelry retailer Signet Jewelers Ltd. to 'BB-' from 'B+' on its
expectation for a sustained improvement in its credit-protection
measures.

S&P said, "The stable outlook reflects our expectation for a
healthy operating performance and that Signet's S&P Global
Ratings-adjusted leverage will remain in the 2x area as it
navigates the rapidly evolving mall-based retail landscape.

"Amid signs of an economic recovery, we believe the operating
conditions for retail jewelry stores are improving faster than we
previously expected, which supports our upgrade. We believe the
pent-up demand following a year of suppressed social events and
traveling, along with support from near-term government stimulus,
is providing a tailwind for jewelry sales, which is benefitting
Signet's performance. We also think the improving U.S. vaccination
outlook and faster reopening schedule have bolstered consumer
confidence.

"Favorable macroeconomic trends (we recently raised our forecast
for U.S. GDP growth to nearly 7% in 2021 and 4% in 2022) are also
supporting increased consumer demand. In addition, the U.S. Census
Bureau reported that retail jewelry store sales have exceeded
pre-pandemic levels."

Signet has benefited from these trends as its fiscal first-quarter
sales rose by more than 98% relative to 2020 and it increased its
revenue by greater than 17% compared with its performance two years
ago. In addition, the company's sales over the trailing 12 months
expanded by nearly 10%, exceeding our previous expectations, on
higher comparable sales and management's aggressive pivot toward
omni-channel customer engagement. Moreover, Signet's S&P Global
Ratings-adjusted EBITDA improved to more than $325 million in the
first quarter from a $13 million loss last year. The company's
profit also benefited from its improved sales leverage and the
expense management actions it executed last year. These trends
helped it report S&P Global Ratings-adjusted EBITDA margins of
17.6% for the trailing months of the first quarter ended May 2021,
which reflect an increase of more than 400 basis points compared
with same period a year ago.

S&P said, "We expect further progress on the vaccination front,
greater mobility, and improving consumer confidence to fuel an
increase in near-term spending at Signet. This leads us to project
that its 2021 sales will rise by about 26% and its S&P Global
Ratings-adjusted EBITDA will improve by more than 40% relative to
last year. We also project the company will generate free operating
cash flow (FOCF) of more than $450 million this year. That said,
our forecast assumes Signet's expansion moderates in the second
half of 2021 and in early 2022 because of the tougher
year-over-year comparisons.

"We expect Signet to maintain a supportive financial policy amid
its recent debt reduction, the reinstatement of its dividends, and
our assumption that it will maintain significant cash balances. The
company's recent balance sheet deleveraging included the paydown of
all of the outstanding borrowings on its $1.5 billion asset-based
lending (ABL) facility and $100 million fist in, last out (FILO)
term loan facility. Our view of the company's financial policy also
reflects the recent reinstatement of its common dividend and the
expected cash payment of its preferred dividends.

"We believe Signet will use its excess cash flows to fund strategic
investments and shareholder initiatives, as well as to manage its
debt and maintain significant balance sheet cash over the next
12-18 months. This reflects our expectation for free cash flow
generation of about $485 million this year and nearly $400 million
next year. It also includes our assumption of S&P Global
Ratings-adjusted leverage in the 2x range and funds from operations
(FFO) to debt of about 40% over the next 12-18 months. The
improvement in our projected credit-protection measures led us to
revise our assessment of the company's financial risk profile to
intermediate from significant.

"Some industry risk remains despite the recovery in physical sales,
digital revenue, and profit. Given the highly discretionary nature
of jewelry purchases, we expect the operating environment to remain
uncertain even as pandemic-related fears subside. Over the
short-term, the end of stimulus spending in the U.S. may lead to a
worse-than-expected performance by the industry. In addition, we
believe Signet remains susceptible to the segmentation of its
customer base toward low- and middle-class consumers because the
volume of spending from this demographic may be negatively affected
by economic volatility. These risks could be exacerbated by
shifting customer preferences, particularly among millennials who
have historically preferred to spend more on experiences and may
de-prioritize traditional jewelry.

"Signet is also mainly a physical retailer and maintains a
significant mall-centric store base across its banners. We think
the retail industry is continuing to experience a secular shift
because consumers are increasingly shopping online and making fewer
trips to physical retail stores. To address this, the company
aggressively pivoted toward omni-channel sales during the pandemic
and accelerated its store optimizing strategy by closing 375
physical locations, or about 12% of its total stores, at the start
of last year. As consumer shopping preferences continue to shift,
we expect Signet to close an additional 30-50 stores this year. Our
rating incorporates our view that the company remains susceptible
to changes in consumer discretionary spending, which led us to
maintain our negative comparable ratings analysis modifier.

"The stable outlook on Signet reflects our expectation that its
operating performance will continue to recover as the economy
normalizes and it reports positive performance trends. We also
expect its S&P Global Ratings-adjusted leverage to remain in the 2x
area."

S&P could lower its rating on Signet if:

-- There is a significant reversal in its operating trends because
of a muted recovery in jewelry spending and lower overall demand.

-- Under this scenario, the company's sales and profitability
would decline materially below our base-case forecast, likely
causing its leverage to approach the 4x range or higher.

-- Alternatively, we could lower our rating if its financial
policy becomes more aggressive through, for example, debt-funded
share repurchases or acquisitions that increase its leverage.

S&P could raise its rating on Signet if:

-- It effectively manages its performance amid the uncertain
operating environment such that it demonstrates a track record of
consistent growth, which indicates that it is positioned for
long-term competitive success.

Under such a scenario, the company would sustain positive
comparable sales and material profitability while generating
significant FOCF.

In addition, S&P would expect Signet to maintain a conservative
financial policy, such that its S&P Global Ratings-adjusted debt to
EBITDA remains below 3x before raising its rating.



SOAS LLC: Unsecs. with $1,500 or Less Claims May Opt as Class 12
----------------------------------------------------------------
Judge Marc Barreca approved the First Amended Disclosure Statement
of Soas, LLC on July 9, 2021.

September 3, 2021 is fixed as the last day for filing written
acceptances or rejections of the Debtor's proposed Plan of
Reorganization.  The Debtor's proposed First Amended Plan of
Reorganization, the First Amended Disclosure Statement, and a
Ballot shall be sent to creditors and other parties in interest on
or before July 23.

The confirmation hearing on the First Amended Plan will be held on
Thursday, September 16, 2021, at 9:30 a.m.  Objections to the
Debtor's proposed Plan of Reorganization must be served and filed
by no later than September 9.

A copy of the order is available for free at https://bit.ly/3eE0Csv
from PacerMonitor.com.

                 The Amended Disclosure Statement

The Amended Disclosure Statement, which was filed together with the
Debtor's Amended Chapter 11 Plan, explained the provisions of the
Debtor's proposed Plan, including the sources of funds with which
the Plan shall be funded, and the classes of claims under the
Plan.

The Debtor intends to pay the allowed secured claims of its lender,
Live Oak Bank, from the operations of its business, and to pay all
priority and non-priority tax claims in full.  The Debtor will
commit 50% of its net profits, and the proceeds of the Hi-School
adversary proceeding, to pay general unsecured creditors, as well
as any unpaid administrative expenses.

The Debtor initiated the adversary proceeding against Hi-School on
January 16, 2020, and filed a Complaint for Conversion of Property
and Wrongful Setoff (Adversary Case No. 20-01009-MLB).  In the
Adversary Proceeding, the Debtor seeks a determination from the
Bankruptcy Court as to whether Defendant Hi-School engaged in
conversion and/or wrongful setoff when it took payments that
Plaintiff (Debtor) directed it to pay to other companies, and
instead, applied these payments to amounts that Plaintiff owed it,
in contravention of Plaintiff's payment instructions and without a
contractual basis for doing so.  The Debtor is seeking judgment in
an amount not less than $1,041,542, the minimum amount of the
Debtor's funds the Debtor believed that Hi-School converted, as
well as additional damages and all related costs.  Trial is
currently set for February 10 and 11, 2022.  

  Classes of Claims and Interests

Classes 1, 2, 3 and 4: Allowed Secured Claim of Live Oak Bank

Class 5: Allowed Secured Claim of Steven Oliva

Class 6: Allowed Secured Claim of Hi-School Pharmacy

Class 7: Allowed Secured Claim of McKesson Corporation

Class 8: Allowed Secured Claim of Cardinal Health 112, LLC and
Cardinal    
          Health 110, LLC

Class 9: Allowed Secured Claim of VGM Financial Services, a
division of TCF
          National Bank

Class 10: Allowed Unsecured Non-Tax Priority Claims

Class 11: Allowed General Unsecured Claims

Class 12: Allowed General Unsecured Convenience Claims

Class 13: Equity Interests of the Debtors

  Treatment of Unsecured Claims (Class 11 and Class 12)

Each holder of an Allowed Class 11 General Unsecured Claim shall
receive a distribution of Cash equal to such holder's Pro Rata
share of the funds in the Creditor Distribution Fund.  Class 11 is
impaired.

Class 12 consists of any holder of an Allowed Class 11 General
Unsecured Claim for $1,500 or less that has made the Class 12
Election.

A Class 12 Election happens when any holder of an Allowed Class 11
General Unsecured Claim for $1,500 or less, in lieu of the
specified treatment provided in the Plan, may elect to accept, in
full satisfaction of its Claim, the lesser of: (i) $500; or (ii) an
amount equal to 50% of the face value of such holders Allowed Class
11 General Unsecured Claim.  Each holder of an Allowed Class 11
General Unsecured Claim that has made a Class 12 Election shall be
paid within 90 days after the Effective Date, and shall be deemed
to have voted to accept the Plan.  Class 12 is impaired.

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

Counsel for the Debtor:

   J. Todd Tracy, Esq.
   The Tracy Law Group PLLC
   1601 Fifth Ave., Suite 610
   Seattle, WA 98101
   Telephone: (206) 624 - 9894
   E-mail: todd@thetracylawgroup.com

                         About Soas, LLC

Soas, LLC, which conducts business under the name Island Drug, is a
long-term care pharmacy in Oak Harbor, Wash.  It dispenses
medicinal preparations delivered to patients residing within an
intermediate or skilled nursing facility, including intermediate
care facilities for mentally retarded, hospice, assisted living
facilities, group homes, and other forms of congregate living
arrangements.

Soas LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 19-10928) on March 18, 2019.  At the
time of filing, the Debtor estimated assets and liabilities of
between $1 million and $10 million.

The case is assigned to Judge Marc Barreca.

The Tracy Law Group PLLC is the Debtor's legal counsel.  No
official committee of unsecured creditors has been appointed in the
case.



SONOMA PHARMACEUTICALS: Incurs $3.9 Million Net Loss in Fiscal 2021
-------------------------------------------------------------------
Sonoma Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$3.95 million on $18.63 million of total revenues for the year
ended March 31, 2021, compared to a net loss of $3.31 million on
$17.93 million of total revenues for the year ended March 31,
2020.

As of March 31, 2021, the Company had $14.99 million in total
assets, $9.62 million in total liabilities, and $5.36 million in
total stockholders' equity.

New York, NY-based Marcum LLP, the Company's auditor since at least
2006, issued a "going concern" qualification in its report dated
July 14, 2021, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

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

https://www.sec.gov/Archives/edgar/data/1367083/000168316821002977/sonoma_10k-033121.htm

                    About Sonoma Pharmaceuticals

Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a
global healthcare company that develops and produces stabilized
hypochlorous acid, or HOCl, products for a wide range of
applications, including wound care, animal health care, eye care,
oral care and dermatological conditions.  The Company's products
reduce infections, itch, pain, scarring and harmful inflammatory
responses in a safe and effective manner.  In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral and anti-inflammatory properties. Its
stabilized HOCl immediately relieves itch and pain, kills pathogens
and breaks down biofilm, does not sting or irritate skin and
oxygenates the cells in the area treated assisting the body in its
natural healing process.  The Company sells its products either
directly or via partners in 54 countries worldwide.


SOUTH BRONX CHARTER SCHOOL: S&P Affirms 'BB+' Rating on Rev. Bonds
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB+' rating on Build NYC Resource Corp., N.Y.'s
series 2013A tax-exempt revenue bonds, issued for South Bronx
Charter School for International Cultures & the Arts (SBCSICA).

"The negative outlook reflects our view of the material impact that
debt issuance expected in the coming months would have on SBCSICA's
already-elevated debt burden, as well as the school's current
liquidity profile, which is a key factor underpinning the rating,"
said S&P Global Ratings credit analyst Jesse Brady. S&P said,
"Although specifics regarding the debt and overall plan of finance
are not yet available, from our discussions with management we
believe debt issuance is imminent. We have previously noted that we
believe the school to be at its debt capacity for the rating, and
preliminary figures indicate outstanding debt and associated
metrics could more than triple from current levels. Therefore, we
believe the debt, once issued, would pressure the rating and result
in a negative rating action, possibly multiple notches, given the
size and scope of SBCSICA's current enterprise and financial
metrics. We will continue to engage with management about the
expansion and overall plan of finance and will update our analysis
in a timely fashion; possibly in the earlier timeframe of our
outlook horizon, depending on the timing of information provided by
SBCSICA management."

S&P said, "We view the risks posed by COVID-19 to public health and
safety as an elevated social risk for the charter school sector
under our environmental, social, and governance (ESG) factors due
to potential impacts on per-pupil funding beyond the near-term
support provided by additional federal relief, as well as continued
enrollment uncertainty. For SBCSICA, these risks are somewhat
mitigated in the near term due to increased per-pupil funding
heading into fiscal 2022 as well as stable enrollment. Despite the
elevated social and risk, we consider the school's environmental
and governance risks in line with our view of the sector as a
whole.

"We could lower the rating, possibly multiple notches, if SBCSICA
issues debt as planned, which would result in substantially
weakened pro forma MADS coverage as well as extremely high leverage
and debt metrics for the rating. We would also view a materially
weakened liquidity profile negatively.

"Although not likely given our expectation that debt issuance is
imminent, we could revise the outlook to stable should SBCSICA not
issue debt as currently planned, or if the school were to receive
material funds and/or revenue in the near term to mitigate the
impact of the debt such that it maintains current credit
characteristics."



SPHERATURE INVESTMENTS: Wins Cash Collateral Access Thru Aug 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, has authorized Spherature Investments LLC and its
affiliates to use cash collateral on an interim basis through
August 2, 2021, in accordance with the budget, with a 10%
variance.

The Debtor requires the use of cash collateral to fund working
capital, operating expenses, fixed charges, payroll, administrative
expenses of the Debtors' Chapter 11 cases, and other general
corporate purposes arising in the Debtors' ordinary course of
business, each as necessary for the orderly maintenance and
operation of the Debtors' businesses as a going concern.

Montgomery Capital Advisers, LLC serves as collateral agent on
behalf of secured parties. Montgomery asserts a claim in an
aggregate principal amount not less than $5,500,101 and that any
and all cash of the Debtors, including cash and other amounts on
deposit or maintained in any bank account or accounts of the
Debtors and any amounts generated by the collection of accounts
receivable, the sale of inventory, or other disposition of the
Collateral existing as of the Petition Date or arising or acquired
after the Petition Date, together with all proceeds of any of the
foregoing, is cash collateral within the meaning of section 363(a)
of the Bankruptcy Code of the Lender.

As adequate protection for the Debtors' use of cash collateral, the
Debtor will pay $73,334 to the Lender no later than the first
business day of each month. In addition, the Lender is granted
replacement liens and security interests in any and all assets
acquired by the Debtors after the Prepetition Date of the same
kind, category and character that the Lender held a perfected lien
against as of the Petition Date. The Replacement Liens are valid,
binding and enforceable against any trustee or other estate
representative appointed in any Case or Successor Case or upon the
dismissal of any Case or Successor Case.

The Lender is also entitled to an allowed superpriority
administrative expense claim, subject to the Carve-Out. The
Carve-Out are fees pursuant to 28 U.S.C. section 1930(a)(6), if
any, fees payable to the clerk of the Bankruptcy Court and any
agent, and unpaid fees and expenses incurred by persons or firms
retained by the Debtors.

The Debtor is directed to maintain insurance coverage in compliance
with the terms of the Lender's pre-Petition Date loan documents and
on substantially the same basis as maintained prior to the Petition
Date.

A hearing on the matter is scheduled for July 28 at 2 p.m.

A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3kfOwci from Stretto, the claims agent.

The Debtor projects total operating cash receipts of $715,631 and
total operating cash disbursements of $1,093,868 for the week of
July 12 to 18, 2021.

                 About Spherature Investments LLC

Spherature Investments LLC and its affiliates, including
WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr.
E.D. Tex. Lead Case No. 20-42492) on Dec. 21, 2020. In the petition
signed by Michael Poates, chief operating officer, the Debtors
disclosed up to $10 million in both assets and liabilities.

WorldVentures Marketing -- http://worldventures.com-- sells travel
and lifestyle community memberships providing a diverse set of
products and experiences.  At the time of filing, Spherature
Investments estimated $50 million to $100 million in assets and
liabilities.

The Hon. Brenda T. Rhoades is the case judge.  

The Debtors tapped Foley & Lardner, LLP as counsel and Larx
Advisors, Inc. as restructuring advisor.  Stretto is the claims
agent.

The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Jan. 22, 2021.



ST. CHARLES HOSPITAL: S&P Raises GO Parity Debt Rating to 'B+'
--------------------------------------------------------------
S&P Global Ratings raised its long-term rating on St. Charles
Parish Hospital District No. 1, La.'s previously issued general
obligation (GO) parity debt to 'B+' from 'B'. The outlook is
stable.

"The higher rating reflects sustained improvement in the
organization's financial performance, which is largely a result of
progress made under a management agreement, effective early in
fiscal 2015, with a subsidiary of the Ochsner Health System, a
multihospital system that covers a large part of Louisiana and is
headquarter in New Orleans," said S&P Global Ratings credit analyst
Luke Gildner. The improved financial performance has translated to
a temporary increase in liquidity, though we understand management
forecasts a significant spend down reserves closer to fiscal 2019
levels through elevated capital spending, conservative cash
management assumptions, and intergovernmental transfers to support
the State of Louisiana's Medicaid program in fiscal 2021. Despite
the expectation of a significant spend down of reserves and
associated deterioration in liquidity metrics, we believe the
overall pro forma credit profile will remain in line with the 'B+'
rating.



STIFEL FINANCIAL: Fitch Rates Series D Preferred Stock 'BB-'
------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB-' to Stifel
Financial Corporation's (Stifel) noncumulative, perpetual (Series
D) preferred stock. Stifel has a Long-Term Issuer Default Rating
(IDR) of 'BBB' with a Positive Rating Outlook.

KEY RATING DRIVERS

PREFERRED STOCK

The expected perpetual, noncumulative preferred stock rating is
four notches below Stifel's Viability Rating (VR) of 'bbb', in
accordance with Fitch's global "Bank Rating Criteria," dated Feb.
28, 2020, reflecting two notches for nonperformance and two notches
for loss severity. The expected rating is equalized with existing
preferred stock ratings, as the proposed issuance is identical in
structure and ranks equally in the capital structure.

Proceeds from the preferred stock issuance are expected to be used
to redeem Stifel's outstanding Series A preferred stock and for
general corporate purposes. Fitch does not expect a meaningful
change in leverage as a result of the issuance.

VR, IDRs AND SENIOR DEBT

Stifel's ratings reflect the firm's diversified business model,
well-established middle market-focused franchise, significant
deposit funding and solid capital levels. Rating constraints
include the sensitivity of the business model to advisory and
brokerage transactional revenue, which is cyclical in nature,
increased sensitivity to interest rate movements and credit risk
associated with loan growth within the bank in recent years.

The Positive Rating Outlook reflects Stifel's improving earnings
and profitability trajectory, which began prior to the coronavirus
pandemic and has produced strong performance during a period of
extreme market volatility, underscoring the benefits of its
diversified business model. Fitch believes that while management
continues to make opportunistic acquisitions, Stifel is less
reliant on acquisitions for growth, and future acquisitions are
expected to be less impactful to GAAP earnings. The Positive Rating
Outlook also reflects a strengthening of Stifel's capital and
liquidity metrics and continued solid credit performance of its
loan portfolio that, if sustained, could support a case for a
ratings upgrade.

RATING SENSITIVITIES

PREFERRED STOCK

Stifel's expected and existing preferred stock ratings are
sensitive to changes in Stifel's VR and would be expected to move
in tandem with any changes to the VR.

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

-- Sustained operating profit as a percentage of average equity
    above 15% while maintaining leverage near current levels;

-- A strong funding and liquidity profile;

-- The continuation of strong asset quality performance.

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

-- Material trading or operational losses;

-- Material deterioration in capitalization, either for the
    overall firm or at the subsidiary level;

-- Outsized credit losses or impairments in the loan and
    securities portfolios held at the bank;

-- Regulatory, litigation-related or reputational damage that
    impairs the franchise and/or weakens its funding and liquidity
    profile;

-- An increased appetite for balance sheet-intensive
    acquisitions, which result in a change to the firm's risk or
    leverage profiles.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


STIFEL FINANCIAL: S&P Rates Series D Preferred Stock 'BB-'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to Stifel
Financial Corp.'s new Series D perpetual preferred stock issue. S&P
expects Stifel to use the proceeds to call the existing $150
million Series A. As such, the issue does not have a material
impact on its capitalization or ratings. The outlook on Stifel is
positive, reflecting its view that we could upgrade the company if
it demonstrates sustained improvement in risk-adjusted
capitalization and liquidity and its performance remains solid.




STONE CLINICAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Stone Clinical Laboratories, LLC
                615 Barrone Street, Suite 100
                New Orleans, LA 70113

Business Description: STONE Clinical Laboratories is a full-
                      service clinical reference laboratory that
                      specializes in preventative and molecular
                      diagnostics testing.

Involuntary Chapter
11 Petition Date: July 15, 2021

Court: United States Bankruptcy Court
       Eastern District of Louisiana

Case No.: 21-10923

Judge: Hon. Meredith S. Grabill

Petitioners' Counsel: Albert J. Derbes, IV, Esq.
                      THE DERBES LAW FIRM, LLC
                      3027 Ridgelake Dr.
                      Metairie, LA 70002
                      Tel: 504-207-0909
                      Email: ajdiv@derbeslaw.com

                         - and -

                      Paul R. Hage, Esq.
                      JAFFE RAITT HEUER & WEISS, P.C.
                      27777 Franklin Rd., Ste 2500
                      Southfield, MI 48034
                      Tel: 248-727-1543
                      Email: phage@jaffelaw.com

                         - and -

                      E. Trent McCarthy, Esq.
                      THE MCCARTHY LAW FIRM
                      7922 Picardy Avenue
                      Baton Rouge, LA 70809
                      Tel: 225-767-9055
                      Email: tmccarthy@themccarthylawfirm.com

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

https://www.pacermonitor.com/view/LGCBI4A/Stone_Clinical_Laboratories_LLC__laebke-21-10923__0001.0.pdf?mcid=tGE4TAMA

Alleged creditors that signed the petition:

Petitioner             Nature of Claim     Claim Amount
----------             ---------------     ------------
Whale Capital, LP                           $23,840,500
4306 Yoakum Blvd., #600
Houston, TX 77006  

Hologic, Inc.                                $2,207,457
10210 Genetic Center Drive
San Diego, CA 92121

Woman's Hospital Foundation                    $366,711
100 Woman's Way
Baton Rouge, LA 70817


STRATHCONA RESOURCES: Fitch Assigns FirstTime 'B+' LongTerm IDR
---------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B+' with a Stable Outlook to Strathcona Resources,
Ltd. Fitch has assigned issue-level ratings of 'BB+'/'RR1' to the
company's secured revolving credit facility and term loan, and a
'B+'/'RR4' rating to the proposed senior unsecured notes. Proceeds
from the notes will be used to materially reduce the outstanding
revolver balance and reduce the term loan by CAD$100 million.

Strathcona's ratings reflect its low decline Canadian asset base,
high liquids mix, improved liquidity and maturity profile via the
proposed unsecured notes issuance, sub-1.5x leverage profile and
positive FCF expectations. These factors are partially offset by
potential funding and execution risks around the company's M&A
growth strategy, exposure to volatile Western Canadian Select (WCS)
spreads, and modestly less concentrated asset profile, which leads
to cash netbacks below Canadian peers.

KEY RATING DRIVERS

Issuance Improves Liquidity: Strathcona's proposed USD$500 million
senior unsecured note issuance improves near-term liquidity and
extends the maturity profile. Following the completion of the note
issuance, Strathcona will have significant availability under its
CAD$800 million revolver and pro forma maturities include the
revolver and term loan in 2025 and the proposed notes in 2028.
Fitch views the transaction positively given the liquidity
improvement and believes the extended maturity profile provides
time for the Company to execute on its M&A growth strategy.

Growth Through M&A: Strathcona's private equity sponsor Waterous
Energy Fund (WEF) has invested CAD$1.6 billion through nine
transactions since 2017, making Strathcona one of the largest
privately-owned oil companies in North America. WEF focuses on high
quality assets in challenging corporate situations, including
bankruptcy/restructurings and take-private transactions. These
transactions have been conservatively funded to date, resulting in
low overall leverage (forecast at 1.7x in 2021). Fitch expects the
company will continue to fund future acquisitions conservatively,
however, M&A execution and funding do remain key risks versus peers
given its importance to future growth plans.

Low Decline Asset Base: Strathcona's core production regions
include thermal oil in Alberta (44% of production, 100% oil),
condensate-rich Montney acreage (40% of production, 43% liquids)
and enhanced oil recovery assets in Saskatchewan (16% of
production, 97% oil). The company's approximately 800 million boe
of 1P reserves translates to over 25 years of inventory life at
current 80,000 mboepd production rates, although a large portion of
the asset base is lower value proved undeveloped (PUD) reserves
associated with oil sands. A low corporate decline rate of 10%
allows for lower maintenance capex, which improves both capital and
financial flexibility, but the lack of basin concentration may also
limit synergy potential.

Exposure to Volatile Differentials: Strathcona is exposed to
potentially volatile Western Canadian Select (WCS) spreads. While
spreads have improved since last year, this exposure adds a layer
of volatility to realized prices given thermal represents
approximately 44% of production. AECO gas benchmarks have also been
volatile and depressed over the last few years, although the
current outlook is much improved.

Flexible Capital Program: Strathcona's low-decline assets provide
capital flexibility for organic growth, opportunistic M&A, or a
returns-focused capital program. The company has identified
maintenance capex of approximately CAD$250 million for 2021-2025
and management is currently forecasting approximately CAD$425
million of capital spending in 2022 to achieve growth rates in the
low-to-mid teens. Fitch's base case forecasts production to average
approximately 80 Mboepd for the remainder of 2021, increasing
towards 100 Mboepd by the end of 2023 given increased growth spend.
Management has indicated that a returns-focused program would only
be used if net debt/EBITDA was below 1.0x on a consistent basis and
M&A opportunities were muted.

Positive FCF; Sub-1.5x Leverage: Fitch forecasts positive FCF of
approximately CAD$150 million in 2021, CAD$75 million in 2022,
given increased growth capex spend, and improvement to over CAD$200
million in 2023 through the combination of production growth and
capex reduction. Fitch's base case forecasts debt/EBITDA of 1.5x in
2022 with potential for improvements through mandatory term loan
amortization of 20% per annum and modest efficiency gains.
Management currently maintains a long-term debt/EBITDA target of
less than 1.0x.

Active Hedging Program: Strathcona is approximately 60% hedged for
the remainder of 2021 and expects to maintain similar hedging
levels by the start 2022. Current oil and gas contracts are
weighted towards swaps and the company also partially hedges
Canadian differentials between WCS and WTI. Management targets
approximately 2/3rds and 1/3rd of its forecast production base to
be hedged for the following 12 and 24 months, respectively, and
Fitch believes the program provides meaningful uplift in a downside
price scenario. Fitch's base case forecasts a realized hedge cash
outflow of approximately CAD$100 million in 2021, similar to peers,
given the currently strong pricing environment.

DERIVATION SUMMARY

Pro forma the Osum transaction, Strathcona is approaching 80,000
mboepd of production (75% liquids) which is similar to Canadian
peer Baytex Energy Corp. (B/Stable; 78.9Mboepd at 1Q21, 81%
liquids) and slightly smaller than Canadian peer MEG Energy Corp.
(B+/Stable; 90.8Mboepd at 1Q21, 100% liquids) and global producer
Vermilion Energy, Inc. (BB-/Negative; 86.3Mboepd at 1Q21, 55%
liquids).

Strathcona's asset profile provides exposure to Canadian heavy and
light oil in addition to natural gas through its Montney acreage,
which resulted in a Fitch-calculated unhedged cash netback of
CAD$20.57 at 1Q21, excluding the Osum acquisition. Fitch expects to
see modest netback uplift from Osum post-close given the high
liquids content and low cost structure. Strathcona's netback is
weaker than both Canadian peers Baytex (CAD25.13) and MEG
(CAD22.50) in addition to global peer Vermilion (CAD28.86).

Strathcona's conservative acquisition strategy has resulted in
Fitch's forecast debt/EBITDA of 1.7x in 2021, which is materially
stronger than Canadian peers Baytex (2.4x) and MEG. The leverage
profile is also slightly stronger than U.S. Permian producers
CrownRock L.P. (B+/Positive) and SM Energy Company (B/Stable),
which Fitch forecasts sub-2.0x leverage for both in 2021.

KEY ASSUMPTIONS

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

-- WTI prices of USD60.00 in 2021, USD52.00 in 2022 and USD50.00
    thereafter;

-- Henry Hub prices of USD2.90/Mcf in 2021, USD2.45/Mcf in 2022
    and thereafter;

-- Canadian dollar to U.S. dollar FX rate of 1.25 through
    forecast;

-- 2021 exit-rate production of 80 mboepd, low double-digit
    growth in 2022 and mid-single-digit growth thereafter;

-- Capex of CAD$250 million in 2021, CAD$425 million in 2022 and
    declining to CAD$325 million to CAD$375 million thereafter;

-- FCF allocated towards reducing revolver borrowings and
    acquisitions.

RATING SENSITIVITIES

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

-- Continued demonstration of credit-friendly M&A funding policy
    that leads to production approaching 125 Mboepd;

-- Improving cash netback through lower and sustainable operating
    costs;

-- Mid-cycle debt with equity credit/operating EBITDA or FFO
    adjusted leverage maintained below 2.0x.

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

-- Deviation from current conservative financial policy including
    excessive reliance on revolver to fund acquisitions;

-- Deteriorating liquidity and financial flexibility including
    inability to reduce revolver borrowings;

-- Loss of operational momentum leading to production sustained
    below 80 Mboepd;

-- Mid-cycle debt with equity credit/operating EBITDA or FFO
    adjusted leverage sustained above 2.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity: Pro forma the note issuance, Strathcona is
expected to have approximately CAD100 million outstanding on the
term loan and meaningful availability under the CAD800 million
revolving credit facility, which provides significant liquidity and
financial flexibility. Fitch believes the company will continue to
utilize the revolver for opportunistic M&A and will reduce
borrowings with FCF thereafter to maintain its 1.0x leverage
target.

Clear Maturity Profile: The revolver and term loan mature in 2025,
which provides runway for the company to execute on its growth
plans. The term loan requires mandatory amortization payments of
CAD$5 million per quarter.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes Strathcona would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim and a 100% draw on its secured
revolving facility.

Going-Concern (GC) Approach

The GC approach estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation (EV). Fitch's projections under a stressed
case price deck assumes WTI oil prices of USD$32.00 in 2021,
USD$37.00 in 2022, and USD$42.00 in 2023 and a long-term price of
USD$45.00. The GC EBITDA assumption uses Fitch's 2023 EBITDA
forecast, which reflects the decline from current pricing levels to
stressed levels and then a partial recovery coming out of a
troughed pricing environment. Fitch believes the lower price
environment supports a lower capital program, modest production
declines, negative FCF and increased revolver borrowings.

An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The multiple
reflects the historical bankruptcy case study exit multiples for
peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a
median of 5.4x. The multiple also reflects the company's exposure
heavy oil and bitumen in Canada, weaker netbacks compared to
Canadian peers, and less concentrated asset base which may limit
potential buyers in a stressed environment.

Liquidation Approach

The liquidation estimate reflects Fitch's view of transactional and
asset-based valuations, including recent transactions in the
Canadian oil sands, Montney and Western Saskatchewan on a CAD/boepd
basis. This data was used to determine a reasonable sale price for
the company's assets during a stressed environment.

The revolver and term loan are senior in the waterfall and receive
a 'BB+'/'RR1' recovery rating. The senior unsecured notes have a
'B+'/ RR4' recovery.

ESG CONSIDERATIONS

Strathcona has an ESG relevance score of '4' for Governance
Structure given the WEF ownership concentration. Fitch views this
issue related to Governance Structure to have a negative impact on
the credit profile and is relevant to the rating in conjunction
with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3' -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

Strathcona Resources, Ltd. is one of the largest private-equity
owned oil companies in North America with a portfolio of thermal
oil in Alberta, condensate-rich Montney and enhanced oil recovery
assets in Saskatchewan. Strathcona is the culmination of CAD$1.6
billion of equity invested through nine separate transaction over
give years, including two bankruptcy/restructuring situations and
two take-private transactions. The company is expected to continue
to be the primary consolidation vehicle for it's private-equity
owner WEF in Canada.


TEAM HEALTH: Moody's Upgrades CFR to Caa1 & Rates Revolver Loan B3
------------------------------------------------------------------
Moody's Investors Service upgraded Team Health Holdings, Inc.'s
ratings including Corporate Family Rating to Caa1 from Caa2,
Probability of Default Rating to Caa1-PD from Caa2-PD, senior
secured term loan rating to B3 from Caa1 and the rating of
unsecured notes to Caa3 from Ca. Moody's also assigned a B3 rating
to the amended revolving credit facility. The outlook is stable.
This concludes the rating review that was initiated on May 26,
2021.

The upgrade of Team Health's ratings reflects an improvement of the
company's financial flexibility as a result of the extension of the
maturity of its revolving credit facility. On July 12, 2021, the
company amended its first lien credit agreement which extended the
revolver maturity to November 6, 2023, from February 6, 2022. The
amendment also reduced the revolver amount to $300 million (from
$400 million) and increased the applicable interest rate slightly.
Moody's views the amendment as credit positive because it improves
the company's liquidity and financial flexibility.

The outlook change to stable reflects Moody's expectation that the
company will gradually reduce its leverage and strengthen its cash
flow. It also reflects an expectation that the company will not be
adversely affected by the implementation of the No Surprise Act
starting next year.

Following ratings were upgraded:

Issuer: Team Health Holdings, Inc.

Corporate Family Rating upgraded to Caa1 from Caa2

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

$2.75 billion senior secured term loan due 2024 upgraded to B3
(LGD3) from Caa1 (LGD3)

$865 million senior unsecured notes due 2025 upgraded to Caa3
(LGD6) from Ca (LGD6)

Rating assigned:

Issuer: Team Health Holdings, Inc.

Amended $300 million senior secured revolving credit facility
expiring 2023, assigned B3 (LGD3)

Rating withdrawn:

Issuer: Team Health Holdings, Inc.

Pre-amendment $400 million senior secured revolving credit
facility expiring 2022, previously rated Caa1 (LGD3)

Outlook Actions:

Issuer: Team Health Holdings, Inc.

Outlook changed to stable from rating under review

RATINGS RATIONALE

Team Health's Caa1 CFR reflects its very high leverage and
challenging operating environment. The operating challenges include
material declines in business volume as a result of the COVID-19
pandemic, reimbursement risk from one of the largest commercial
insurers, and the company's exposure to an unfavorable shift in
payor mix. Moody's expects that the company's leverage will remain
very high in 8.0-9.5 times range in the next 12-18 months. Team
Health's CFR is supported by its large scale and strong competitive
position in the highly fragmented physician staffing industry.

Team Health's liquidity is very good. Moody's estimates that the
company had more than $450 million in cash and full availability
under its new $300 million revolver after the amendment -- more
than enough to cover mandatory debt amortization in the next 12
months.

Social and governance considerations are material to the rating,
given the substantial implications for public health and safety.
The company was heavily impacted by the coronavirus outbreak last
year and the recovery is still ongoing. As a provider of emergency
medicine physician staffing, Team Health faces high social risk.
The No Surprise Act, which was signed into law in December 2020,
will take the patient out of the provider-payor dispute. The
inability to bill out-of-network patients for amounts over
in-network rates will impact those companies that have sizeable
out-of-network revenues. The extent to which each company will get
impacted will depend on the percentage of out-of-network patients
they treat, specific billing and collections practices, as well as
arbitration process (which is still a work-in-progress). The
company's financial policies are expected to remain aggressive
reflecting its ownership by a private equity investor (Blackstone
Group).

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

The ratings could be downgraded if the company's liquidity
deteriorates, free cash flow becomes negative or if Moody's
anticipates a rising risk of default.

The ratings could be upgraded if Team Health reduces and sustains
its leverage below 8.0 times. Additionally, improved clarity around
contract negotiations with UnitedHealth could also support a rating
upgrade. For an upgrade, the company also needs to make progress
toward refinancing its debt which will start becoming due in late
2023.

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

Team Health is a provider of physician staffing and administrative
services to hospitals and other healthcare providers in the U.S.
The company is affiliated with more than 15,000 healthcare
professionals who provide emergency medicine, hospital medicine,
anesthesia, urgent care, pediatric staffing and management
services. The company also provides a full range of healthcare
management services to military treatment facilities. Net revenues
for fiscal year 2020 were approximately $4.3 billion.


TRIDENT BRANDS: Delays Filing of Form 10-Q for Period Ended May 31
------------------------------------------------------------------
Trident Brands Incorporated said in a Form 12b-25 filed with the
Securities and Exchange Commission that it is unable to file,
without unreasonable effort and expense, its Form 10-Q Quarterly
Report for the quarter ended May 31, 2021 because the Company's
auditor has not completed their review of the Form 10-Q.  It is
anticipated that the Form 10-Q, will be filed on or before the 5th
calendar day following the prescribed due date of its Form 10-Q.

The Company anticipates that its loss from operations for the
quarter ended May 31, 2021 will be approximately $515,000 compared
with a net loss from operations of approximately $1.04 million in
the comparable prior period.  The approximate $525,000 million
decrease in loss from operations was due primarily to an
approximately $580,000 decrease in general and administrative
expense, partially offset by a $55,000 decrease in gross margin,
which resulted from an approximate $200,000 decrease in revenue.

                        About Trident Brands

Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a
Sandfield Ventures Corp., was initially formed to engage in the
acquisition, exploration and development of natural resource
properties, but has since transitioned and is now focused on
branded consumer products and food ingredients.  The Company is in
the early growth stage and has commenced commercial activities
following a period of organization and development of its business
plan.

Trident Brands reported a a net loss of $5.39 million for the 12
months ended Nov. 30, 2020, compared to a net loss of $12.22
million for the 12 months ended Nov. 30, 2019.  As of Feb. 28,
2021, the Company had $1.77 million in total assets, $30.73 million
in total liabilities, and a total stockholders' deficit of $28.96
million.

MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
March 16, 2021, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.


TWINS SPECIAL: Unsecured Creditors to be Paid in Full in 48 Months
------------------------------------------------------------------
Twins Special, LLC, together with secured creditors Nicholas
Mechling and Christopher Mechling submitted a First Amended
Disclosure Statement in support of the First Amended Joint Plan of
Reorganization dated July 15, 2021.

The bankruptcy petitions commencing This Bankruptcy Case and the
Avalanche Case were filed in order to protect the property of the
Debtors from aggressive action taken on behalf of Simon Pouliot. On
February 7, 2020, Mr. Pouliot, through his attorneys, filed a
motion requesting that the Superior Court appoint a receiver to
sell the assets of Twins and Avalanche, solely for the benefit of
Mr. Pouliot. The Petition commencing This Bankruptcy Case was filed
on March 3, 2020, immediately prior to the scheduled hearing.

On February 4, 2021, Simon Pouliot filed a complaint commencing
Case No. 3:21-cv-00221-DMS-LL (the "Pouliot District Court
Lawsuit"), naming as only the Mechlings as defendants. The
complaint alleged that the Thai Factory had assigned to Pouliot a
claim in the amount of $500,000 which arose in connection with the
transaction under which the Mechlings acquired the interest of the
Thai Factory in the Debtor and Avalanche. The Mechlings deny that
they are indebted to the Thai Factory, and assert to the contrary
that the Thai Factory is liable to them for infringement. The
Mechlings have appeared through counsel and answered the Complaint
in the Pouliot District Court Action.

On July 9, 2021, the Thai Factory filed a motion in the Pouliot
District Court Lawsuit which argued, among other things, that the
assignment of rights to Pouliot was invalid and which sought on
that ground to substitute itself as plaintiff. On July 13, 2021,
the Court entered an Order granting the Motion and substituting the
Thai Factory as plaintiff.

Class 1 consists of the Allowed Secured Claim of the Mechlings.
Class 1 is Impaired. As required under the Mechling License, all
Intellectual Property Proceeds received by the Mechlings shall be
offset against, and reduce the balance of, the Allowed Class 1
Claim, except those Intellectual Property Proceeds which are
contributed to the Debtor or to Avalanche to make Plan Payments. No
payment shall be made on account of the Class 1 Allowed Claim until
all Allowed Claims are Paid in Full.

Class 2 consists of the Pouliot Judgment Claim. Class 2 is
Impaired. The Class 2 Allowed Claim shall bear interest at 3% per
annum from and after the Effective Date, and shall be paid in 48
monthly installments.

Class 3 consists of all general unsecured claims. Class 3 is
Impaired. Allowed Claims will bear interest at 3% and will be Paid
in Full Pro Rata in 48 monthly installments commencing no later
than April 1, 2022. The installments are graduated in amount, with
smaller installments due during the first year of Plan Payments,
and increasing during the second, third and fourth years.

Class 4 consists of the Equity Interests of the Mechlings in the
Debtor. Class 4 is Unimpaired. The Mechlings shall retain their
equity interests in the Debtor. As coproponents of the Plan, and
because their Interests are Unimpaired, the Mechlings are deemed to
have consented to the Plan and they shall not be required to vote.


With global sales of counterfeit goods brought under control, the
Mechlings, through Avalanche, will be able to focus their energies
on marketing and other growth efforts. The Debtor expects that this
should cause the volume of global sales to multiply significantly.
The Debtor expects that consumers will be able to purchase
authentic goods with confidence from authorized sellers, price
points will stabilize, and the pre-existing goodwill and popularity
of the Twins and King brands will swell as proper distribution
causes authentic goods to be more widely available. Currently, even
with all the challenges faced by Twins Special and King
Professional, they are among the most searched for brands of boxing
gloves, martial arts equipment, and martial arts apparel.

The Plan provides that before each Plan Payment becomes due, the
Mechlings shall deposit to the account of the Reorganized Debtor
funds sufficient to make each Plan Payment. The Mechlings
anticipate that the source of these deposits shall be Intellectual
Property Proceeds. Notwithstanding any provision of the Mechling
License, Intellectual Property Proceeds received by the Mechlings
will not, to the extent it is paid to the Reorganized Debtor to
fund the Plan, be offset against or otherwise reduce the balance of
the Mechlings' Class 1 Claim.

Only to the extent that the Intellectual Property Proceeds received
by the Mechlings is insufficient to fund the Plan Payments, the
Mechlings may, but are not required to, deposit to the account of
the Reorganized Debtor funds sufficient to make the balance of each
Plan Payment. Each advance of funds so deposited by the Mechlings
shall constitute a loan to the Reorganized Debtor. Such loan(s) may
be on any terms agreed to by the Mechlings and the Reorganized
Debtor. Provided, however, that the Reorganized Debtor may not make
any payment on account of any such loan(s), and the Mechlings may
not exercise any default remedies with respect to such loan(s),
until all Allowed Claims provided for by the Plan are Paid In Full.


A full-text copy of the First Amended Disclosure Statement dated
July 15, 2021, is available at https://bit.ly/3BdUGQl from
PacerMonitor.com at no charge.

Attorney for Debtor:

     Bruce R. Babcock 085878
     4808 Santa Monica Ave.
     San Diego, CA 92017
     Telephone: (619) 222-2661

Attorneys for Creditors Nicholas Mechling and Christopher
Mechling:

     Dean T. Kirby, Jr. 090114
     Roberta S. Robinson 099035
     KIRBY & McGUINN, A P.C.
     707 Broadway, Suite 1750
     San Diego, California 92101-5393
     Telephone: (619) 685-4000
     Facsimile: (619) 685-4004

                        About Twins Special

Twins Special, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-01230) on March 3,
2020.  At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range.  Judge Christopher B. Latham oversees the case.  The
Debtor is represented by the Law Office of Bruce R. Babcock, Esq.


TYNDALL PARKWAY: Gets Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Panama City Division, has authorized Tyndall Parkway Apartments,
LLC to use cash collateral on a final basis.

The Debtor is authorized to use its Cash Collateral, including
without limitation its cash, deposit accounts, accounts receivable,
and proceeds from its business operations, in accordance with the
budget, with a 10% variance.

The Debtor is authorized to provide adequate protection to Lenox
Mortgage XVIII, LLC on a final basis. As additional adequate
protection with respect to Lenox's interests in the Cash
Collateral, Lenox is granted a replacement lien in and upon all of
the categories and types of collateral in which they held a
security interest and lien as of the Petition Date to the same
extent, validity and priority that they held as of the Petition
Date.

The Debtor is directed to maintain insurance coverage for the Cash
Collateral in accordance with the obligations under the loan and
security documents.

A copy of the order and the Debtor's budget from July to September
is available at https://bit.ly/2UzvW4h from PacerMonitor.com.

The Debtor projects $240,200 in total income and $191,844.18 in
total expenses for July 2021.

                 About Tyndall Parkway Apartments

Tyndall Parkway Apartments, LLC owns and operates a 216-unit
residential apartment complex called Whispering Palm Apartments
located at 4141 E. 15th Street in Panama City, Florida.  The Debtor
filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 21-50044) on
May 25, 2021.

On the Petition Date, the Debtor estimated between $10 million and
$50 million in both assets and liabilities.  The petition was
signed by Edward E. Wilczewski, president of managing member, Bella
Group Inc.

Judge Karen K. Specie oversees the case.

STICHTER, RIEDEL, BLAIN & POSTLER, P.A. is the Debtor's counsel.  



U.S. TOBACCO COOPERATIVE: Appointment of Creditors Committee Sought
-------------------------------------------------------------------
Daniel H. Lewis Farms, Inc. and 14 other tobacco producers and
members of U.S. Tobacco Cooperative Inc. asked the U.S. Bankruptcy
Court for the Eastern District of North Carolina to appoint them as
an official committee of creditors in the Chapter 11 case filed by
the cooperative.

The group was previously approved as class representative for
approximately 800,776 membership interests of current and former
tobacco producers and members of U.S. Tobacco Cooperative in a
class action pending in Wake County Superior Court, Case Nos.
05-CVS-188 and 05-CVS 1938, titled Dan Lewis and Daniel H. Lewis
Farms, Inc., et al. v. Flue-Cured Tobacco Cooperative Stabilization
Corporation (n/k/a United State Tobacco Cooperative, Inc.).

The class action was filed in early 2005 in Wake County, N.C., to
secure the interests of tobacco farmers residing in six states who
were members of the cooperative from 1946 through 2004. Its
court-approved class representative and counsel represent
membership interests in U.S. Tobacco Cooperative, which were
cancelled by the cooperative and whose funds have been allegedly
possessed and maintained by the cooperative.

"The best interests of the [cooperative], the certified class and
the bankruptcy estate would be served by appointing the certified
class representatives as an official committee of creditors," said
Kevin Sink, Esq., at The Law Office of Kevin L. Sink, PLLC, who
serves as legal counsel for the class representatives.

"It would be unfair for a constituency of the magnitude of the
certified class to not receive official committee status in this
bankruptcy proceeding," Mr. Sink said.

Counsel for the class representatives can be reached at:

     Kevin L. Sink, Esq.
     The Law Office of Kevin L. Sink, PLLC
     3700 Glenwood Avenue, Suite 500
     Raleigh, NC 27612
     Telephone: 919-589-7985
     Email: ksink@kevinsinklaw.com

        - and -

     W. Sidney Aldridge, Esq.
     Nicholls & Crampton, P.A.
     P.O. Box 18237
     Raleigh, NC 27619
     Phone: 919-781-131
     Fax: 919-782-0465
     Email: WSAldridge@nichollscrampton.com  

                  About U.S. Tobacco Cooperative

U.S. Tobacco Cooperative produces U.S. flue-cured tobacco grown by
500+ member growers in Florida, Georgia, South Carolina, North
Carolina, and Virginia.  Member-grown tobacco is processed and sold
as raw materials to cigarette manufacturers worldwide.

U.S. Tobacco Cooperative and affiliates sought Chapter 11
protection (Bankr. E.D. N.C. Lead Case No. 21-01511) on July 7,
2021. In the petition signed by Keith H. Merrick, chief financial
officer, U.S. Tobacco Cooperative estimated assets of between $100
million and $500 million and estimated liabilities of between $100
million and $500 million. The cases are handled by Judge Joseph N.
Callaway.  Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone,
PLLC, is the Debtors' legal counsel.


UPSTREAM NEWCO: Moody's Affirms B3 CFR Amid Results Transaction
---------------------------------------------------------------
Moody's Investors Service affirms Upstream Newco, Inc.'s ratings
including its B3 Corporate Family Rating, B3-PD Probability of
Default Rating, B2 rating on the first lien senior secured credit
facility, and Caa2 rating on the second lien term loan. Outlook
remains positive.

The affirmation of the B3 CFR reflects Moody's view that volumes
have mostly returned to pre-pandemic levels and will continue to
improve as demand for physical therapy services continue to
normalize in the face of the pandemic. The rating also reflects
added scale related to the announced acquisition of Results
Physiotherapy ("Results"), which will add 205 clinics across 9
states within Upstream's existing universe. On June 24, 2021,
Upstream entered into a definitive agreement to acquire Results,
which will be financed through a $310 million incremental first
lien term loan and $100 million of rolled equity. Pro forma
leverage for the transaction will increase by about a turn to 7.6x,
including synergies.

The positive outlook reflects Moody's expectation that the
company's leverage will decline after the close of the transaction
and that Upstream will further strengthen its positive same-store
sales growth.

Moody's took the following rating actions:

Issuer: Upstream Newco, Inc.

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

Gtd Senior secured first lien revolver expiring 2024, affirmed at
B2 (LGD3)

Gtd Senior secured first lien term loan due 2026, affirmed at B2
(LGD3)

Gtd Senior secured second lien term loan due 2027, affirmed at Caa2
(LGD5)

Outlook Actions:

Issuer: Upstream Newco, Inc.

Outlook remains Positive

RATINGS RATIONALE

Upstream's B3 Corporate Family Rating reflects its high pro forma
financial leverage at 7.6x. The rating also reflects the company's
rapid expansion strategy as it grows predominantly through new
clinic openings. The rating is constrained by the low barriers to
entry in the physical therapy business and the risk of market
oversaturation given the rapid expansion plans of Upstream and many
of its competitors. The rating is supported by Upstream's strong
track record of same store sales growth and management of new
clinic expansions and acquisitions. Moody's expects that the demand
for physical therapy will continue to grow given it is relatively
low-cost and relative advantage to more expensive treatments or
opioid pain management.

The positive outlook reflects Moody's expectation that the
company's leverage will decline after the close of the transaction
and that Upstream will further strengthen its positive same-store
sales growth.

Moody's considers Upstream to have good liquidity. Moody's expects
Upstream to generate about $32-35 million in annual free cash flow,
after significant growth expenditures. That said, the company has a
proven ability to conserve cash if necessary by reducing growth
investments. Liquidity is supported by the company's approximately
$39 million of cash as of March 31, 2021, and $50 million of
availability on the company's revolving credit facility. The
company expects to repay the remaining $7 million in Medicare
Advance Payments in 2021, as cash reserves will be more than
sufficient.

Upstream faces social risks such as the rising concerns around the
access and affordability of healthcare services. However, Moody's
does not consider the physical therapy providers to face the same
level of social risk as many other healthcare providers. Further,
Upstream benefits from positive social considerations, as physical
therapy can be a less expensive and a safer alternative to surgery
or opioid usage. From a governance perspective, Moody's views
Upstream's growth strategy to be aggressive given its history of
debt-funded new clinic openings and clinic acquisitions.

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

Ratings could be downgraded if the company's liquidity weakens or
if the company fails to effectively manage its rapid growth or the
company pursues more aggressive financial policies.

Ratings could be upgraded if Upstream increases its size and scale
and demonstrates stable organic growth at the same time that it
effectively executes its expansion strategy. Additionally,
debt/EBITDA sustained below 6.0 times could support an upgrade.

Upstream Newco, Inc., headquartered in Birmingham, Alabama, is a
provider of outpatient rehabilitation services - primarily physical
therapy. Through its subsidiaries and pro forma for the
transaction, Upstream, will operate over 1,047 clinics in 27
states, with a strong presence in the southeast. Upstream is owned
by Revelstoke Capital Partners, LLC, a Denver-based private equity
firm. The company's revenue pro forma for the transaction as of May
31, 2021 is approximately $668 million.

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


URGENT CARE: Case Summary & 14 Unsecured Creditors
--------------------------------------------------
Debtor: Urgent Care Physicians, Ltd.
        3329 Express Court
        Appleton, WI 54915

Business Description: Urgent Care Physicians operates an urgent
                      care clinic located at 3329 Express Court,
                      Appleton, Wisconsin and provides health
                      care services 365 days a year.  These
                      services include routine physicals and
                      occupational exams, diagnosing and treating
                      illness and injuries, and conducting labs
                      and other diagnostics tests.

Chapter 11 Petition Date: July 15, 2021

Court: United States Bankruptcy Court
       Eastern District of Wisconsin

Case No.: 21-24000

Judge: Hon. Beth E. Hanan

Debtor's Counsel: John W. Menn, Esq.
                  STEINHILBER SWANSON LLP
                  107 Church Avenue
                  Oshkosh, WI 54901
                  Tel: 920-235-6690
                  Fax: 920-426-5530
                  Email: jmenn@steinhilberswanson.com

Total Assets: $268,370

Total Liabilities: $1,341,830

The petition was signed by Bobby B. Yun, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:

https://www.pacermonitor.com/view/PRRZSLQ/Urgent_Care_Physicians_Ltd__wiebke-21-24000__0001.0.pdf?mcid=tGE4TAMA


VASCULAR ACCESS: Creditor of Non-Debtor PVI Opposes Disclosures
---------------------------------------------------------------
David Cohen, M.D. objected to the Disclosure Statement filed by
Stephen V. Falanga, Chapter 11 Trustee of the Bankruptcy Estate of
Vascular Access Centers, L.P.  Dr. Cohen was previously employed by
the Debtor's non-bankrupt affiliate, Philadelphia Vascular
Institute, LLC (PVI) to provide interventional radiology services
at VAC of Memphis and VAC of Bolivar.  Dr. Cohen complained of
non-payment by PVI of his 2019 Productivity Incentive in breach of
the company's obligations under the Employment Agreement.

According to Bob Kasolas, Esq., at Brach Eichler LLC, counsel for
Dr. Cohen, the Disclosure Statement is deficient and should not be
approved in its current form because it fails to detail Dr. Cohen's
objection to the Debtors' Motion to Extend the Automatic Stay and
Subsequent Adversary Complaint Seeking Substantive Consolidation of
the Debtor's estate with PVI.  These key events are highly relevant
to the Debtor's bankruptcy and cannot be omitted from the Debtor's
disclosure statement merely because these facts are inconvenient to
the Debtor, he said.

Mr. Kasolas added that the Disclosure Statement also does not
indicate how creditors of the Debtor's subsidiaries and affiliates
will be treated and why the debtor has sought to extend the
automatic stay to these subsidiaries and affiliates but not
substantively consolidate its estate with these subsidiaries and
affiliates.  The Disclosure Statement must disclose to all
creditors the impact of the potential substantive consolidation of
the Debtor's estate with non-debtor PVI and why the Debtor has not
chosen to substantively consolidate its Estate with the Debtor even
though it said,  when it sought to extend the automatic stay to
these entities, that its subsidiaries and affiliates were integral
to the Debtor's Estate.  

Mr. Kasolas disclosed that the Debtor continued to assist PVI in
providing certain financial obligations, as reflected on the
Debtor's monthly operating reports.  The Debtor's Disclosure
Statement also provides for payment of PVI's Post-Petition
Administrative Loan, even though PVI has not been substantively
consolidated into its bankruptcy.

Certain persons and entities, including Dr. Cohen, have sought to
bring claims against the Debtor's Estate by and through their
employment with PVI.  The Debtor, however, does not state how it
intends to treat claims made against the Debtor's estate by
persons/entities who were contracted with the Debtor's subsidiaries
and affiliates.  Rather, the Debtor impermissibly remains silent on
this issue.  If the Debtor intends to disavow claims of creditors
of PVI, then it needs to state so.  Likewise, if the Debtor intends
to pay allowed creditors of PVI, it needs to indicate as such, and
confirm whether it intends to treat creditors of PVI on par with
creditors of the Debtor and, if not, the reasons for the same.
Simply stated, the Debtor is trying to have it both ways with its
subsidiaries and affiliates. It seeks the Bankruptcy Court's
involvement to extend the automatic stay as to these entities when
convenient, but it all but ignores the rights of creditors of these
insiders and affiliates.

It is Dr. Cohen's position that the Debtor's Estate must be
substantively consolidated with PVI and the Affiliates, and the
Debtor's failure to take these steps is fatal to the Debtor's Plan,
Mr. Kasolas emphasized.  Accordingly, Dr. Cohen asked the Court to
deny approval of the Disclosure Statement.

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

Counsel for David Cohen, M.D.:

   Bob Kasolas, Esq.
   Brach Eichler LLC
   Telephone: 973.403.3139
   Facsimile: 973.618.5539
   Email: bkasolas@bracheichler.com

                   About Vascular Access Centers

Vascular Access Centers -- https://www.vascularaccesscenters.com/
-- provides comprehensive dialysis access maintenance including
thrombectomy and thrombolysis, fistulagrams, fistula maturation
procedures, vessel mapping, central venous occlusion treatment and
complete catheter services.  Its centers offer an alternative
setting for a wide spectrum of vascular interventional procedures,
including central venous access for oncology, nutritional and
medication delivery, venous insufficiency (including venous ulcer
and non-healing ulcer treatments), peripheral arterial disease
(PAD), limb salvage, uterine fibroid embolization and pain
management.

On Nov. 12, 2019, an involuntary Chapter 11 petition was filed
against Vascular Access Centers (Bankr. E.D. Pa. Case Number
19-17117).  The petition was filed by creditors Philadelphia
Vascular Institute, LLC, Metter & Company and Crestwood Associates,
LLC. David Smith, Esq., at Smith Kane Holman, LLC, is the
petitioners' counsel.

On Nov. 13, 2019, the Debtor consented to the relief sought under
Chapter 11.

Judge Ashely M. Chan is the presiding judge.

The Debtor tapped Dilworth Paxson LLP as its legal counsel.


WASHINGTON PRIME: Sussman & Moore Represents Utility Companies
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Sussman & Moore, LLP submitted a verified statement
to disclose that it is representing the utility companies in the
Chapter 11 cases of Washington Prime Group Inc., et al.

The names and addresses of the Utilities represented by the Firm
are:

     a. American Electric Power
        Attn: Dwight C. Snowden
        American Electric Power
        1 Riverside Plaza, 13th Floor
        Columbus, Ohio 43215

     b. Florida Power & Light Company
        Attn: Gloria Lopez
        Revenue Recovery Department RRD/LFO
        4200 W. Flagler St.
        Coral Gables, Florida 33134

     c. Tampa Electric Company
        Attn: Barbara Taulton FRP, CAP
        Florida Registered Paralegal
        Tampa Electric Company
        702 N. Franklin Street
        Tampa, Florida 33602

     d. The Connecticut Light & Power Company
        Attn: Honor S. Heath, Esq.
        Eversource Energy
        107 Selden Street
        Berlin, Connecticut 06037

     e. Commonwealth Edison Company
        Attn: Lynn R. Zack, Esq.
        Assistant General Counsel
        Exelon Corporation
        2301 Market Street, S23-1
        Philadelphia, Pennsylvania 19103

     f. The Cleveland Electric Illuminating Company
        Ohio Edison Company
        Monongahela Power Company
        Jersey Central Power & Light Company
        Attn: Kathy M. Hofacre
        FirstEnergy Corp.
        76 S. Main St., A-GO-15
        Akron, Ohio 44308

     g. Virginia Electric and Power Company
        d/b/a Dominion Energy Virginia
        Attn: Sherry Ward
        600 East Canal Street, 10th floor
        Richmond, Virginia 23219

     h. AEP Energy, Inc.
        Attn: Peter M. Kolch, Esq.
        Associate General Counsel
        225 West Wacker Drive, Suite 600
        Chicago, Illinois 60606

     i. The East Ohio Gas Company
        d/b/a Dominion East Ohio
        Attn: Marcy Boni
        2100 Eastwood Avenue
        Akron, Ohio 44305

The nature and the amount of claims of the Utilities, and the times
of acquisition thereof are as follows:

     a. The following Utilities have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
American Electric Power, AEP Energy, Inc., The Connecticut Light &
Power Company, Florida Power & Light Company, Virginia Electric and
Power Company d/b/a Dominion Energy Virginia, The Dominion East
Ohio Gas Company d/b/a Dominion East Ohio, The Cleveland Electric
Illuminating Company, Ohio Edison Company, Jersey Central Power &
Light Company, Monongahela Power Company and Commonwealth Edison
Company.

     b. Florida Power & Light Company and Tampa Electric Company
each held prepetition deposits that wholly or partially secured
prepetition debt.

     c. Tampa Electric Company also holds a surety bond that
secures prepetition debt.

     d. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Motion and Memorandum of Certain Utility Companies To: (A) Vacate,
and/or Reconsider, and/or Modify Order (I) Approving the Debtors'
Proposed Adequate Assurance Deposit, for Future Utility Services,
(II) Prohibiting Utility Providers from Altering, Refusing, or
Discontinuing (II) Approving the Debtors' Proposed Procedures for
Resolving Adequate Assurance Requests, and (IV) Granting Related
Relief; and (B) Determine Adequate Assurance of Payment as to the
Utilities filed in the above-captioned, jointly-administered,
bankruptcy cases.

Sussman & Moore, LLP was retained to represent the foregoing
Utilities in June 2021. The circumstances and terms and conditions
of employment of the Firm by the Companies is protected by the
attorney-client privilege and attorney work product doctrine.

The Firm can be reached at:

          Weldon L. Moore III, Esq.
          Sussman & Moore, LLP
          2911 Turtle Creek Blvd., Suite 1100
          Dallas, TX 75219
          Telephone: (214) 378-8270
          Facsimile: (214) 378-8290
          E-mail: wmoore@csmlaw.net

A copy of the Rule 2019 filing is available at
https://bit.ly/3wKZh98 at no extra charge.

                    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
shoppingbcenter 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 and Kirkland & Ellis
International, LLP as lead bankruptcy counsel; Jackson Walker, LLP
as co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; Guggenheim Securities, LLC as investment banker; Deloitte
Tax, LLP as tax services provider; and Ernst & Young, LLP as
auditor.  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.

The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' cases on June 25, 2021.  The
committee is represented by Greenberg Traurig, LLP.


WASHINGTON PRIME: U.S. Trustee Appoints Equity Committee
--------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent equity security holders in the Chapter 11 cases of
Washington Prime Group, Inc. and its affiliates.

The committee members are:

     1. Esopus Creek Value Series Fund LP-Series "A"
        Attention: Andrew L. Sole, Esq., Managing Member
        81 Newtown Lane, #307
        East Hampton, NY 11937
        Phone: (631) 604-5776
        E-mail: andrewsole@ecvlp.com

        Counsel: Alan Halperin, Esq.
        Halperin Battaglia Benzija, LLP
        40 Wall Street
        New York, NY 10005
        Phone: (212) 765-9100
        E-mail: ahalperin@halperinlaw.net

     2. Clifford S. Nelson
        48 Sagamore Road, Apt. 28
        Bronxville, NY 10708
        Phone: (914) 310-1881
        E-mail: clifford.s.nelson@live.com

     3. HZ Investments Family, LP
        c/o Alexandre Zyngier
        650 Halstead Ave., Ste. 201B@
        Mamaroneck, NY 10543
        Phone: (212) 726-6937
        E-mail: azyngier@batutaadvisors.com

     4. Adam Geeb
        5321 Berkeley Rd.
        Santa Barbara, CA 93111
        Phone: (805) 450-6974
        E-mail: amgeeb@gmail.com

     5. Patrick Clark
        55 Pleasant Street
        Marblehead, MA 01945
        Phone: (917) 882-0694
        E-mail: patrickclark346@gmail.com
  
                    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
realbestate portfolio with its expertise across the entire
shoppingbcenter 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 and Kirkland & Ellis
International, LLP as lead bankruptcy counsel; Jackson Walker, LLP
as co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; Guggenheim Securities, LLC as investment banker; Deloitte
Tax, LLP as tax services provider; and Ernst & Young, LLP as
auditor.  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.

The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' cases on June 25, 2021.  The
committee is represented by Greenberg Traurig, LLP.


WASHINGTON PRIME: Wins Final OK on $100MM DIP Financing
-------------------------------------------------------
Judge Marvin Isgur authorized Washington Prime Group Inc.,
Washington Prime Group, L.P., and each of their debtor-affiliates
to obtain, on a final basis, postpetition financing pursuant to a
senior secured, superpriority DIP delayed draw term loan facility
of up to $100 million in aggregate principal amount from the DIP
Lenders, and GLAS USA LLC and GLAS Americas LLC, as administrative
agent and collateral agent.  Half of the DIP funds or $50 million
was made available upon entry of the Interim Order.

As security for the DIP Obligations, the DIP Agent, for the benefit
of the DIP Secured Parties, is granted DIP Liens on all prepetition
and postpetition property of the Debtors, subject only to the
payment of the Carve Out.  The DIP Liens consist of (i) Liens on
Unencumbered Property; (ii) Liens Junior to Certain Other Liens;
and (iii) Liens Senior to Other Liens.

The Carve Out is the sum of:

   * all fees required to be paid to the Clerk of the Court and to
the Office of the United States Trustee, plus interest at the
statutory rate;

   * all reasonable fees and expenses up to $100,000 incurred by a
trustee;

   * to the extent allowed at any time, all unpaid fees and
expenses incurred by persons or firms retained by the Debtors and
the Creditors' Committee, at any time before or on the first
business day following delivery by the DIP Agent of a Carve Out
Trigger Notice; and

   * Allowed Professional Fees of Professional Persons of up to
$5,000,000 incurred after the first business day following delivery
by the DIP Agent of the Carve Out Trigger Notice, to the extent
allowed at any time.

All of the DIP Obligations shall constitute allowed superpriority
administrative expense claims against the Debtors, with priority
over all claims against the Debtors and all proceeds thereof.  

The Prepetition Secured Parties have consented to the Debtors' use
of the Prepetition Collateral, and, to the extent such consent is
necessary, the Debtors' entry into the DIP Documents, in accordance
with the terms and conditions in the Final Order and the DIP
Documents.

                    Prepetition Debt Structure

Before the Petition Date, the Debtors, as borrowers and guarantors,
are parties to certain loan agreements.

     a. Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of January 22, 2018, among (a) Washington Prime
Group, L.P. (WPG LP) as borrower, (b) GLAS USA LLC, (as successor
to Bank of America, N.A.), as administrative agent, and (c) the
Term Lenders.

     b. Term Loan Agreement, dated as of December 10, 2015, among
(a) WPG LP, as borrower, (b) GLAS USA LLC (as successor to PNC
Bank, National Association), as administrative agent, and (c) the
Term Lenders.

Pursuant to a Continuing Parent Guarantee Agreement, dated as of
August 13, 2020, as amended, and a Continuing Subsidiary Guaranty
Agreement, dated as of August 13, 2020, as amended, Washington
Prime Group Inc. (the Company) and certain subsidiary Debtors,
guaranteed on a joint and several basis the obligations of WPG LP
under the 2018 Credit Facility Agreement and 2015 Credit Facility
Agreement.

     c. Senior Secured Term Loan Agreement (Weberstown Term Loan
Facility Agreement), dated as of June 8, 2016 among (a) WPG LP and
WTM Stockton, LLC, as borrowers, (b) GLAS USA LLC (as successor to
The Huntington National Bank), as collateral and administrative
agent, and (c) the Term Lenders.

As of the Petition Date, the Prepetition Borrowers and the
Prepetition Guarantors owed the Prepetition Secured Parties at
least $1.402 billion in aggregate principal amount, including:

-- $647 million in outstanding principal under the 2018 Revolving
Loans;

-- $350 million in outstanding principal amount of 2018 Term
Loans;

-- $340 million in outstanding principal amount of 2015 Term
Loans; and

-- $65 million in outstanding principal under the Weberstown Term
Loans.

Accordingly, the Court authorized the Debtors, subject to the terms
of the Final Order, to use all of the Prepetition Secured Parties'
Prepetition Collateral in exchange for certain adequate protection
of their respective interests in all Prepetition Collateral, as
follows:

  a. Credit Facility Adequate Protection Liens

Each of the 2018 Credit Facility Agent; the 2015 Credit Facility
Agent; and the Weberstown Term Loan Agent, for themselves and for
the benefit of the respective Prepetition Secured Parties, are
granted on a pari passu basis a valid, perfected replacement
security interest in and lien upon all DIP Collateral, subject to
(i) the DIP Liens and any liens to which the DIP Liens are junior
and (ii) and the Carve Out, to secure the Adequate Protection
Claims.

  b. Credit Facility 507(b) Claims

Each of the 2018 Credit Facility Agent; the 2015 Credit Facility
Agent; and the Weberstown Term Loan Agent, for themselves and for
the benefit of the respective Prepetition Secured Parties, are
granted on a pari passu basis an allowed superpriority
administrative expense claim with priority in payment over all
administrative expenses.  The Credit Facility 507(b) Claims shall
be subject and subordinate only to (a) DIP Superpriority Claims,
(b) DIP Liens, (c) Prepetition Credit Facility Permitted Prior
Liens, (d) any valid, perfected, non-avoidable liens on such
property and the proceeds thereof, and (e) the Carve Out.  

For the avoidance of doubt, the Credit Facility 507(b) Claims shall
not be payable from the DIP Collateral until the DIP Obligations
have indefeasibly been paid in cash in full and all DIP Commitments
have been terminated.

  c. Credit Facility Secured Parties Fees and Expenses

The Debtors are authorized and directed to pay in cash all
reasonable and documented out-of-pocket professional fees, expenses
and disbursements of (A) the 2018 Credit Facility Agent, the 2015
Credit Facility Loan Agent, and the Weberstown Term Loan Agent.

  d. Adequate Protection Payments

Each of the Prepetition Agents, for the benefit of the applicable
Prepetition Secured Parties, shall receive current payments in cash
equal to interest accrued and accruing at the non-default base rate
on account of the Prepetition Credit Facility Debt.

Moreover, the DIP Agent is deemed to be an additional insured and
lender loss payee under the Debtors' insurance policies.

The DIP Agent, acting 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.  Subject to the
Intercreditor Agreement and to any successful Challenge, the
Prepetition Secured Parties shall have the right to credit bid up
to the full amount of the Prepetition Credit Facility Debt secured
by Prepetition Collateral in any sale of the Prepetition
Collateral.

A copy of the final DIP order is available for free at
https://bit.ly/3wGs2E5 from Prime Clerk, claims agent.

                   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 and Kirkland & Ellis
International, LLP as lead bankruptcy counsel; Jackson Walker, LLP
as co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; Guggenheim Securities, LLC as investment banker; Deloitte
Tax, LLP as tax services provider; and Ernst & Young, LLP as
auditor.  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.

The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' cases on June 25, 2021.  The
committee is represented by Greenberg Traurig, LLP.


WEST COAST AGRICULTURAL: Seeks Cash Collateral Access Thru Aug 15
-----------------------------------------------------------------
West Coast Agricultural Company asks the U.S. Bankruptcy Court for
the District of Oregon for authority to use account receivables and
cash of up to $66,737.94 through August 15, 2021, in order to
continue its business operation.

The secured creditors are Columbia Bank and the U.S. Small Business
Administration. The first lien of Columbia Bank has a current
balance of approximately $1,332.389. The second lien of the SBA has
a balance of approximately $149,910.

The bank accounts and accounts receivable total approximately
$158,275 as of the bankruptcy filing date.

As adequate protection for the Debtor's use of cash collateral, the
Secured Creditors will be granted a security interest and
replacement lien, dollar for dollar, in all of the Post-Petition
accounts and accounts receivables to replace their security
interest and liens in collateral to the extent of Pre-Petition cash
collateral utilized by the Debtor during the pendency of the
bankruptcy proceeding.  The Creditors also have a security interest
in inventory, equipment, furniture, supplies, machinery and
vehicles valued at $1,780,8996. Columbia Bank also has a security
interest in collateral owned by the Debtor's shareholder.

A copy of the motion and the Debtor's budget is available at
https://bit.ly/36ySaWP from PacerMonitor.com.

The Debtor projects $30,000 in income and $26,989.94 in total
operating costs per month.

        About West Coast Agricultural Construction Company

West Coast Agricultural Construction  Company sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case
No. 21-61099) on June 24, 2021. In the petition signed by Brandt N.
Hayden, president, the Debtor disclosed up tp $10 million in both
assets and liabilities.

Troutman Law Firm P.C. is the Debtor's counsel.



WWEX UNI: Moody's Gives 'B3' CFR & Rates New First Lien Loans 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to WWEX UNI TopCo Holdings, LLC
(formally; SMB SHIPPING LOGISTICS, LLC ("SMB" B3 stable)).
Concurrently, Moody's assigned B2 ratings to the company's proposed
$200 million first lien senior secured revolver and $1,275 million
first lien senior secured term loan. Moody's also assigned a Caa2
rating to the proposed $300 million second lien senior secured term
loan. The outlook is stable.

Proceeds from the proposed offerings will be used to refinance the
outstanding indebtedness of both SMB and GlobalTranz Enterprises,
LLC ("GlobalTranz" Caa1 RUR-UP). On June 11, 2021, WWEX entered
into an agreement with GlobalTranz to combine both companies in an
all-stock merger. Ratings on existing indebtedness at SMB and
GlobalTranz are not affected and will be withdrawn upon repayment.

The following rating actions were taken:

Assignments:

Issuer: WWEX UNI TopCo Holdings, LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

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

Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: WWEX UNI TopCo Holdings, LLC

Outlook, Assigned Stable

RATINGS RATIONALE

The credit profile considers the high financial leverage, with pro
forma LTM debt-to-EBITDA increasing to about 7.5x (including
Moody's adjustments) from 5.5x for SMB as a stand-alone entity at
March 31, 2021. In addition, both SMB and GlobalTranz operate in
the highly competitive and fragmented freight brokerage sector that
can be susceptible to the economic volatilities of the
transportation markets. Moody's expects margins to be lower than
they were prior to the combination due to GlobalTranz's total
truckload segment, which posted lower margins. Moody's also
believes that it will be a number of years before EBITA margin
returns to around 9% through integration initiatives and cost
savings.

Moody's views the combination as strengthening WWEX's scale by
doubling gross revenue to about $3.5 billion and increasing the
company's market position in the less-than-truckload and total
truckload segments. Further, WWEX's position as the only authorized
non-retail reseller of UPS' parcel delivery to small and medium
business customers, a segment that is growing quickly, provides the
company with a competitive advantage over others in the industry.
Lastly, Moody's believes that favorable near-term demand
fundamentals for transportation markets will translate into topline
growth for WWEX in the mid to high single-digits and help drive
deleveraging.

Moody's views WWEX's liquidity as good. Moody's expects WWEX will
generate free cash flow in the range of $80 million to $100 million
over the next 18-months, while continuing to invest in its
technology platform. The company will have a $200 million cash flow
revolving credit facility and about $50 million in cash at
transaction close. Moody's expects the cash to be deployed toward
bolt-on acquisitions in the near-term.

From a corporate governance perspective, event risk is increased
with WWEX's private equity ownership and acquisitive nature. The
company has aggressively grown the scope of its freight brokerage
services through acquisitions. These are often funded with debt and
are likely to continue given WWEX's focus on acquiring its
remaining franchises. Further, Moody's expects corporate oversight
to improve with the addition of two independent board members.

The stable outlook reflects Moody's expectation that both
businesses will be integrated smoothly, along with strong demand in
the freight forwarding brokerage market will improve margins and
result in debt-to-EBITDA improving to about 6.0x by the end of
2022. The outlook also reflects Moody's expectation that the
company will maintain adequate liquidity.

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

The ratings could be upgraded with improving margins, boosted by
better than anticipated synergies from the merger with GlobalTranz.
In addition, expectation that meaningful, positive free cash flow
will be used for debt reduction such that debt-to-EBITDA remains
below 5.5x on a sustained basis would result in a rating upgrade.
Lastly, an upgrade would be predicated on the company maintaining
profitable growth, as well as good liquidity.

The ratings could be downgraded with expectations of margin
pressure or deteriorating liquidity, including sustained negative
free cash flow. A downgrade could also result from weakening credit
metrics, including debt-to-EBITDA sustained above 7x. Debt financed
dividends or acquisitions that meaningfully increase leverage or
weaken liquidity could also lead to a downgrade.

The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.

WWEX UNI TopCo Holdings, LLC is headquartered in Dallas, Texas and
is a leading non-asset based third party logistics services
provider to a wide array of end-markets and customers. The company
is owned by private equity sponsors, CVC Capital Partners,
Providence Equity Partners, PSG, Ridgemont Equity Partners and
management. Reported and system-wide revenue pro forma for the
merger for the LTM period ended March 31, 2021 was $3.1 billion.


[^] BOND PRICING: For the Week from July 12 to 16, 2021
-------------------------------------------------------
  Company                   Ticker  Coupon Bid Price   Maturity
  -------                   ------  ------ ---------   --------
BPZ Resources Inc           BPZR     6.500     3.017   3/1/2049
Basic Energy Services Inc   BASX    10.750    18.000 10/15/2023
Basic Energy Services Inc   BASX    10.750    18.000 10/15/2023
Buffalo Thunder
  Development Authority     BUFLO   11.000    50.000  12/9/2022
Corning Inc                 GLW      3.700   106.226 11/15/2023
DTE Energy Co               DTE      6.375   138.622  4/15/2033
Energy Conversion Devices   ENER     3.000     7.875  6/15/2013
Energy Future Competitive
  Holdings Co LLC           TXU      0.934     0.072  1/30/2037
Federal Home Loan Banks     FHLB     1.250    99.307  4/22/2026
Federal Home Loan Banks     FHLB     1.050    99.080  4/23/2026
Federal Home Loan Banks     FHLB     1.125    99.682  6/22/2026
Federal Home Loan Banks     FHLB     1.200    99.304  7/22/2026
Federal Home Loan Mortgage  FHLMC    0.250    99.875  7/20/2022
Federal National Mortgage
  Association               FNMA     0.420    99.381  7/21/2023
Federal National Mortgage
  Association               FNMA     0.400    99.896  7/20/2023
GNC Holdings Inc            GNC      1.500     1.250  8/15/2020
GTT Communications Inc      GTTN     7.875    11.027 12/31/2024
GTT Communications Inc      GTTN     7.875    11.064 12/31/2024
Goodman Networks Inc        GOODNT   8.000    43.875  5/11/2022
Iconix Brand Group Inc      ICON     5.750    55.352  8/15/2023
Liberty Media Corp          LMCA     2.250    46.270  9/30/2046
MAI Holdings Inc            MAIHLD   9.500    19.495   6/1/2023
MAI Holdings Inc            MAIHLD   9.500    19.750   6/1/2023
MAI Holdings Inc            MAIHLD   9.500    19.495   6/1/2023
MBIA Insurance Corp         MBI     11.386    16.000  1/15/2033
MBIA Insurance Corp         MBI     11.386    27.625  1/15/2033
MF Global Holdings Ltd      MF       9.000    15.625  6/20/2038
MF Global Holdings Ltd      MF       6.750    15.625   8/8/2016
MetLife Inc                 MET      3.048   102.854 12/15/2022
Navajo Transitional
  Energy Co LLC             NVJOTE   9.000    65.000 10/24/2024
Nine Energy Service Inc     NINE     8.750    58.820  11/1/2023
Nine Energy Service Inc     NINE     8.750    57.916  11/1/2023
Nine Energy Service Inc     NINE     8.750    54.743  11/1/2023
OMX Timber Finance
  Investments II LLC        OMX      5.540     0.350  1/29/2020
Pinnacle Bank/Nashville TN  PNFP     3.314    96.468  7/30/2025
Renco Metals Inc            RENCO   11.500    24.875   7/1/2003
Revlon Consumer Products    REV      6.250    44.684   8/1/2024
Rolta LLC                   RLTAIN  10.750     2.159  5/16/2018
Sears Holdings Corp         SHLD     8.000     2.524 12/15/2019
Sears Holdings Corp         SHLD     6.625     0.827 10/15/2018
Sears Holdings Corp         SHLD     6.625     1.728 10/15/2018
Sears Roebuck Acceptance    SHLD     7.500     0.416 10/15/2027
Sears Roebuck Acceptance    SHLD     6.750     0.409  1/15/2028
Sears Roebuck Acceptance    SHLD     6.500     0.260  12/1/2028
Sempra Texas Holdings Corp  TXU      5.550    13.500 11/15/2014
TerraVia Holdings Inc       TVIA     5.000     4.644  10/1/2019
Voyager Aviation Holdings
  LLC / Voyager Finance Co  VAHLLC   9.000    90.000  8/15/2021
Voyager Aviation Holdings
  LLC / Voyager Finance Co  VAHLLC   9.000    67.485  8/15/2021



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

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

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

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

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

                            *********

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

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

Copyright 2021.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***