/raid1/www/Hosts/bankrupt/TCR_Public/210929.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, September 29, 2021, Vol. 25, No. 271

                            Headlines

511 GROUP: Nov. 10 Disclosure Statement Hearing Set
58 BRUCE AVENUE: Seeks Approval to Hire Leslie H. Jones as Counsel
ABAB CORP: Dec. 14 Disclosure Statement Hearing Set
ADVANTAGE HOLDCO: Limited Recoveries in Liquidation Plan
AGM GROUP: Enters Into Strategic Partnership With HighSharp

AGM GROUP: Wenjie Tang Holds 30.4% Cl A Shares, 71.4% Cl B Shares
AGSPRING MISSISSIPPI: Seeks to Employ Pachulski as Co-Counsel
AGSPRING MISSISSIPPI: Seeks to Hire Dentons US as Legal Counsel
AGSPRING MISSISSIPPI: Taps Kyle Sturgeon of MERU LLC as CRO
AGSPRING MISSISSIPPI: U.S. Trustee Unable to Appoint Committee

AJRANC INSURANCE: Wins Final OK on Cash Collateral Access
ALDRICH PUMP: Trane to Provide $270MM for Asbestos Trust
ALLISON TRANSMISSION: Fitch Alters Outlook on 'BB' IDRs to Positive
AMERICAN FINANCE: Fitch Assigns First Time 'BB+' LongTerm IDR
AMERICAN FINANCE: S&P Assigns 'BB' ICR, Outlook Stable

AYRO INC: Names Thomas Wittenschlaeger as CEO
BASIC ENERGY: Seeks to Hire 'Ordinary Course' Professionals
BONNIE TILE: Unsecureds to Get $200 per Month for 60 Months
BRINK'S COMPANY: Fitch Affirms 'BB+' LT IDR, Outlook Stable
BUCKEYE PARTNERS: Fitch Affirms 'BB' LT IDR, Outlook Stable

BUCKINGHAM SENIOR: Nov. 9 Plan Confirmation Hearing Set
CASTLELAKE AVIATION: S&P Assigns 'BB-' ICR, Outlook Stable
CBL & ASSOCIATES: Taps Husch Blackwell as Special Counsel
CENTRAL JERSEY: Case Summary & 20 Largest Unsecured Creditors
CHARLESTON ORTHODONTIC: Nov. 3 Disclosure Hearing Set

CHIEF INVESTMENTS: Seeks to Hire Craig M. Geno as Legal Counsel
COBRA ACQUISITIONCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
CONDUENT INC: S&P Affirms 'B+' ICR on Proposed Refinancing
COVENANT PHYSICIAN: Moody's Alters Outlook on B3 CFR to Stable
DALEX DEVELOPMENT: Case Summary & 2 Unsecured Creditors

DC TELECOMM: Case Summary & 8 Unsecured Creditors
DIXIE CENTERS: Case Summary & 4 Unsecured Creditors
ECOLIFT CORP: Files for Chapter 11 Bankruptcy Protection
ELECTROMEDICAL TECHNOLOGIES: Dianna Kaplan Reports 7.5% Stake
ELECTRON BIDCO: S&P Assigns 'B' ICR, Outlook Stable

ESCALON MEDICAL: Incurs $52K Net Loss in FY Ended June 30
ESCAPE VELOCITY: S&P Assigns 'B' ICR, Outlook Stable
EVANGELICAL HOMES: Fitch Rates $33MM 2013 Revenue Bonds 'BB'
FFP HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
FORMETAL COMPANY: Gets Court OK to Hire Crabapple as Accountant

GENEVER HOLDINGS: Taps Former Judge as Sales Officer
GOLDEN 8 MAPLE: Case Summary & 14 Unsecured Creditors
HEARTWISE INC: Nov. 10 Hearing on 100% Plan Set
HELIOS AND MATHESON: Chain's $15M Claim vs. MoviePass Survives
HELIUS MEDICAL: CEO Holds 12.3% of Class A Shares

HERALD HOTEL: $51M Sale to Burnett to Fund Plan
IDEANOMICS INC: BDO USA Replaces BF Borgers as Accountant
IMERYS TALC: Cyprus Can't Intervene in Fight, J&J Says
INGRAM MICRO: Fitch Affirms 'BB-' LT IDR, Outlook Stable
ISLAND EMPLOYEE: Wins Interim Access to Cash Collateral

KINGLAND REALTY: Soto Says Plan Patently Unconfirmable
LA DHILLON: Unsecured Claims to Recover 100% in Sale Plan
LAKESHORE INTERMEDIATE: S&P Assigns 'B' ICR, Outlook Stable
LEWISBERRY PARTNERS: U.S. Bank Says Plan Not Feasible
LSB INDUSTRIES: Moody's Ups CFR to B3 & Alters Outlook to Stable

LSB INDUSTRIES: S&P Rates New $500MM Senior Secured Notes 'B-'
LUTHERAN SOCIAL SERVICES: Unsecureds to Get 7.5% in Wind-Down Plan
MAPLE 888 GOLDEN: Case Summary & 17 Unsecured Creditors
MEDICAL SOLUTIONS: Moody's Assigns 'B2' CFR, Outlook Stable
MEDIQUIP INC: Court Approves Disclosure Statement

MEZZ57TH LLC: Wins Cash Collateral Access
MOBITV INC: Liquidating Plan Confirmed by Judge
MORE AUTOMOTIVE: December 14 Disclosure Statement Hearing Set
MOUNTAIN PROVINCE: Reports US$74.1 Million Diamond Sales for Q3
MOZART DEBT: Fitch Gives 'BB-(EXP)' Rating to $3.8BB Sec. Notes

MOZART DEBT: S&P Rates New $3.77BB Senior Secured Notes 'B+'
NEXPLAY TECHNOLOGIES: Signs Exchange Deal With Hudson Bay
ONEJET INC: Appeal vs. Pilot's Suit Moves to 3rd Circuit
OT MERGER: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
PETROTEQ ENERGY: Inks Confidentiality Pact With Uppgard Client

PIXIUS COMMUNICATIONS: Wins Continued Cash Collateral Access
PLATINUM GROUP: Liberty Metals' Equity Stake Reduced to 4.8%
QUANTUM CORP: All Four Proposals Passed at Annual Meeting
QUARTERNORTH ENERGY: S&P Assigns 'CCC+' ICR, Outlook Positive
REGIONAL HEALTH: Terminates Vero Management Consulting Agreement

RETIRED-N-FIT: Unsecured Creditors to Get 0% in Plan
RIVOLI & RIVOLI: Nov. 9 Plan & Disclosure Hearing Set
RIVOLI & RIVOLI: Unsecureds Will Get 10% of Claims in 4 Years
ROCKCLIFF ENERGY II: Fitch Assigns 'B+' IDR, Outlook Stable
ROCKCLIFF ENERGY: S&P Assigns 'B' ICR on Modest Proved Reserves

ROCKDALE MARCELLUS: $60 Million Loan Has Interim Approval
ROGUE VALLEY MALL: Appraised Value Cut by 60%
ROSA MOSAIC: Seeks to Hire Smith & Smith as Special Counsel
SANUWAVE HEALTH: Manchester Explorer Reports 5.1% Equity Stake
SEQUENTIAL BRANDS: Centric's $45M to Open Joe's Jeans Auction

SERVICE KING: Lenders Tap Evercore as Financial Advisor
SHARITY MINISTRIES: Committee Taps Sirianni, Mehri as Co-Counsel
SHARITY MINISTRIES: Committee Taps Stevens & Lee as Legal Counsel
SOARING STARS: Unsecureds to Recover 35% in Subchapter V Plan
SOVOS BRANDS: Moody's Raises CFR to B2 Amid Recent IPO

SPECIALTY BUILDING: S&P Affirms 'B-' ICR, Outlook Positive
SPHERATURE INVESTMENTS: Fine-Tunes Plan Ahead of Oct. 21 Hearing
SPIRIT AEROSYSTEMS: Moody's Rates 1st Lien Secured Term Loan 'Ba2'
SUNOCO LP: Fitch Affirms 'BB' LT IDR, Outlook Remains Positive
TERRA SANTA: Seeks to Hire Kaplan Johnson as Legal Counsel

THEODORE HANSEN: Trustee Calls Creditors of Hansen Entities
TIMBER PHARMACEUTICALS: Registers 3.7M Shares Under 2020 Plan
VISTAGEN THERAPEUTICS: Registers Add'l 10.5M Shares Under 2019 Plan
WASATCH CO: Seeks to Employ Larson LLP as Special Counsel
WC 717 N HARWOOD: Taps Columbia Consulting as Financial Advisor

WESTJET AIRLINES: Fitch Affirms 'B' IDRs, Outlook Negative
WOODBRIDGE HOSPITALITY: Nov. 10 Disclosure Hearing Set
YOGI JAY: Case Summary & 4 Unsecured Creditors
[*] Judge Harlin Hale to Receive 2021 American Inns of Court Award

                            *********

511 GROUP: Nov. 10 Disclosure Statement Hearing Set
---------------------------------------------------
On Sept. 21, 2021, debtor 511 Group LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Disclosure
Statement and Plan.

On Sept. 23, 2021, Judge A. Jay Cristol ordered that:

     * Nov. 10, 2021 at 2:00 p.m. is the telephonic hearing to
consider approval of the disclosure statement.

     * Nov. 3, 2021 is fixed as the last day for filing and serving
objections to the disclosure statement.

A copy of the order dated Sept. 23, 2021, is available at
https://bit.ly/2Wg1uxg from PacerMonitor.com at no charge.  

Attorney for the Plan Proponent:

     Joel M. Aresty, Esq.
     JOEL M. ARESTY, P.A.
     309 1st Ave S
     Tierra Verde FL 33715
     Telephone: (305) 904-1903
     Facsimile: (800) 559-1870
     Email: Aresty@Mac.com

                      About 511 Group LLC

511 Group LLC, a Miami Beach, Fla.-based limited liability company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 20-21098) on Oct. 12, 2020.  In its petition,
the Debtor estimated both assets and liabilities to be between
$100,001 and $500,000.  Judge A. Jay Cristol presides over the
case.  Joel M. Aresty P.A. is the Debtor's legal counsel.


58 BRUCE AVENUE: Seeks Approval to Hire Leslie H. Jones as Counsel
------------------------------------------------------------------
58 Bruce Avenue Corp. and 143 School Street Realty Corp. seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Leslie H. Jones, P.C. as legal counsel in
connection with the sale of their properties.

The firm will render these services:

     a. advise the Debtors with respect to the requirements
necessary to complete a sale of the commercial buildings along with
necessary guidance concerning the continued management and
operation of their businesses and the underlying real property;

     b. work with the retained real estate broker and further
negotiate, if necessary, on behalf of the Debtors to maximize the
value received for the real property;

     c. prepare any necessary reports or other legal papers
required for the furtherance of the sale;

     d. appear before the bankruptcy Court, if necessary, regarding
the sale of the underlying properties;

     e. take all necessary actions to protect and preserve the
Debtors' estates;

     f. advise the Debtors with any potential sale of the
underlying real property;

     g. take any action necessary to negotiate, prepare and obtain
approval of a sale of the underlying properties; and

     h. perform all other legal services for the Debtors that may
be necessary, including analyzing the Debtors' leases and
contracts.

The firm will receive from the proceeds of the closing the amount
of $2,500 for handling the closing of 58 Bruce Avenue property and
$2,500 for handling the closing of 143 School Street property.

As disclosed in court filings, Leslie H. Jones is a "disinterested
person" within the meaning of Bankruptcy Code Section 101(14).

The firm can be reached through:

     Leslie H. Jones, Esq.
     Leslie H. Jones PC
     455 Central Park Ave # 216
     Scarsdale, NY 10583
     Telephone: (914) 725-4800

                  About 58 Bruce Avenue Corp. and
                   143 School Street Realty Corp.

58 Bruce Avenue Corp. and 143 School Street Realty Corp. classify
their business as single asset real estate (as defined in 11 U.S.C.
Section 101(51B)).

58 Bruce Avenue Corp. and 143 School Street Realty filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 20-23033 and
20-23034) on Sept. 10, 2020, listing as much as $10 million in both
assets and liabilities.

M. Cabrera & Associates, P.C., led by Matthew M. Cabrera, Esq.,
serves as the Debtors' bankruptcy counsel.


ABAB CORP: Dec. 14 Disclosure Statement Hearing Set
---------------------------------------------------
Judge Enrique S. Lamoutte has entered an order within which Dec.
14, 2021 at 10:00 a.m. is the hearing on approval of disclosure
statement of ABAB Corporation.

In addition, objections to the form and content of the disclosure
statement should be in writing and filed with the court and served
upon parties in interest at their address of record not less than
14 days prior to the hearing.  

A copy of the order dated Sept. 23, 2021, is available at
https://bit.ly/3m5j9k1 from PacerMonitor.com at no charge.

Counsel for the Debtor:

     Charles A. Curpill-Hernandez, Esq.
     Charles A. Cuprill, P.S.C., Law Office
     356 Fortaleza St., Second Florr
     San Juan, PR 00901
     Tel.: 787-977-0515
     Fax: 787-977-0518
     Email: ccuprill@cuprill.com

                     About ABAB Corporation

ABAB Corporation, doing business as Payless Car Rental, filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 21-02140) on July 15,
2021.  At the time of the filing, the Debtor had between $1 million
and $10 million in both assets and liabilities. Alberic Colon
Solis, president, signed the petition.

Judge Enrique S. Lamouttee Inclan oversees the case.

Charles A. Cuprill P.S.C. Law Offices serves as the bankruptcy
counsel while Saldana, Carvajal & Velez-Rive, P.S.C. serves as the
special counsel. The Debtor's financial consultant is Luis R.
Carrasquillo & CO., P.S.C.

Marini Pietrantoni Muniz, LLC, represents Firstbank Puerto Rico,
secured creditor.


ADVANTAGE HOLDCO: Limited Recoveries in Liquidation Plan
--------------------------------------------------------
Daniel Gill, writing for Bloomberg Law, reports that rental car
company Advantage Holdco Inc. revealed plans to offer limited
recoveries to creditors as it liquidates in bankruptcy following
asset sales.

The company's liquidation plan, filed Sept. 24, 2021 comes after
the Orlando, Fla.-based company reached a settlement with its
debtor-in-possession lender and the committee of unsecured
creditors.

In July 2020, Sixt Rent A Car LLC and Orlando Rentco LLC bought
most of Advantage's assets -- including certain airport concession
agreements -- for more than $6.6 million, plus a percentage of
Orlando Rentco's profits over two years.

Assets not yet sold would be transferred to a liquidating trust for
the benefit of creditors.

                     About Advantage Rent a Car

Advantage Rent A Car -- http://www.advantage.com/-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations. The parent entity, Advantage Holdco, is owned
by Toronto-based Catalyst Capital Group.  According to its website,
the Debtors have locations in 27 markets, including New York, Los
Angeles, Orlando, Las Vegas, and Hawaii.

Advantage Holdco, Inc., doing business as Advantage Rent a Car,
sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11259) on
May 26, 2020. Six related entities also sought bankruptcy
protection.

Advantage Holdco was estimated to have $100 million to $500 million
in assets and $500 million to $1 billion in liabilities as of the
bankruptcy filing.

Judge Craig T. Goldblatt replaced Judge John T. Dorsey as the case
judge. The Debtors tapped COLE SCHOTZ P.C. as counsel; and MACKINAC
PARTNERS, LLC, as restructuring advisor.


AGM GROUP: Enters Into Strategic Partnership With HighSharp
-----------------------------------------------------------
AGM Group Holdings Inc. and HighSharp (Shenzhen Gaorui) Electronic
Technology Co., Ltd, a renowned fabless integrated circuit designer
that provides advanced semiconductor solutions for supercomputing
hardware, have entered into a definitive agreement for a strategic
partnership that is expected to accelerate growths for both
companies in the fast-growing global cryptocurrency markets.

This innovative partnership aligns the unique strengths and assets
of AGMH and HighSharp by combining AGMH's leading software and
technical services capabilities, and HighSharp's proven expertise
as a next-generation high performance ASIC chip designer and
manufacturing, in order to expand blockchain-oriented ASIC chip
research and development, as well as to extend the full services of
crypto mining equipment manufacturing and sales.  More importantly,
this long-term collaboration represents an advanced transformation
for both businesses in addressing the dynamic needs of the market,
as well as in creating compelling value for both companies and
their respective shareholders.

Some key transaction details are listed below:

  * Intellectual Property rights endorsement: for the six months
period until March 25 2022, HighSharp will provide the latest ASIC
chip technology and manufacturing services to AGMH as a top
priority.

  * Product distribution: in return, AGMH will be solely
responsible for client development on a global basis, with a target
to generate orders in a total amount of US$100 million during the
six-month term.

  * Personal exchange for joint advanced R&D: If the partners
achieve their respective targets, AGMH and HighSharp plan to form a
Joint Venture, joined by HighSharp's key R&D team members, with the
goal to integrate next generation product research and development
into fabless integrated circuit design capabilities that provides
advanced semiconductor solutions for supercomputing hardware.  AGMH
will own 60% equity in the Joint Venture.

Mr. Chenjun Li, chairman and co-chief executive officer of the
Company, stated, "The AGMH-HighSharp partnership is a powerful
combination.  HighSharp's success proven track record in complex
ASIC design, its profound engineering expertise, and agile
collaborative approach is uniquely complimentary to AGMH's team,
market reach, and new growth strategy.  [Our recent commercial
deployment of the first ASIC crypto Miner - KOI MINER C16 equipped
with the C3012 chip by HighSharp, is a strong testament to our
joint achievement in leveraging each other's core competencies.  We
believe by transforming our collaboration into a long-term
partnership model will significantly expand industry leading
technology products and solutions, develop more business
opportunities for our clients, as well as accelerate our future
growths."

                      About AGM Group Holdings

Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a
software company, currently providing fintech software and trading
education software and website service.

AGM Group reported a net loss of $1.07 million for the year ended
Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec.
31, 2019, and a net loss of $8.41 million for the year ended Dec.
31, 2018.

Flushing, New York-based JLKZ CPA LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 22, 2021, citing that the Company has incurred substantial
losses during the year, which raises substantial doubt about its
ability to continue as a going concern.


AGM GROUP: Wenjie Tang Holds 30.4% Cl A Shares, 71.4% Cl B Shares
-----------------------------------------------------------------
Wenjie Tang disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of May 19, 2019, he
beneficially owns 6,500,000 shares of Class A ordinary shares and
1,500,000 shares of Class B ordinary shares of AGM Group Holdings
Inc., which represent 30.44% of Class A ordinary shares and 71.43%
of Class B ordinary shares outstanding.

Firebull Tech Limited also reported beneficial ownership of
5,000,000 shares of Class A ordinary shares, which represent 23.41%
of Class A ordinary shares outstanding.

The percentages of ownership are based on 21,356,290 shares of
Class A ordinary shares and 2,100,000 shares of Class B ordinary
shares of AGM Group Holdings outstanding at Sept. 17, 2021.

Mr. Tang has the voting and dispositive power of the 5,000,000
shares of Class A ordinary shares beneficially owned by Firebull
Tech Limited, a company formed under the laws of Hong Kong SAR.

A full-text copy of the regulatory filing is available for free
at:

https://www.sec.gov/Archives/edgar/data/1705402/000121390021048601/ea147584-13ga2tang_agmgroup.htm

                     About AGM Group Holdings

Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a
software company, currently providing fintech software and trading
education software and website service.

AGM Group reported a net loss of $1.07 million for the year ended
Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec.
31, 2019, and a net loss of $8.41 million for the year ended Dec.
31, 2018.

Flushing, New York-based JLKZ CPA LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 22, 2021, citing that the Company has incurred substantial
losses during the year, which raises substantial doubt about its
ability to continue as a going concern.


AGSPRING MISSISSIPPI: Seeks to Employ Pachulski as Co-Counsel
-------------------------------------------------------------
Agspring Mississippi Region, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Pachulski Stang Ziehl & Jones, LLP as co-counsel with
Dentons US, LLP.

The firm's services include:

     a. providing legal advice regarding local rules, practices and
procedures;

     b. reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices and procedures;

     c. filing documents as requested by co-counsel, Dentons US
LLP;

     d. preparing agenda letters, certificates of no objection,
certifications of counsel, and notices of fee applications and
hearings;

     e. preparing hearing binders of documents and pleadings;

     f. appearing in court and at any meeting of creditors in its
capacity as co-counsel with Dentons;

     g. monitoring the docket for filings and coordinating with
Dentons on pending matters that need responses;

     h. preparing and maintaining critical dates memorandum to
monitor pending applications, motions, hearing dates and deadlines,
and distributing critical dates memorandum with Dentons for
review;

     i. handling inquiries and calls from creditors and attorneys
to interested parties regarding pending matters and the general
status of the Debtors' Chapter 11 cases, and, to the extent
required, coordinating with Dentons on any necessary responses;
and
     
     j. providing additional administrative support to Dentons, as
requested.

The firm's hourly rates are as follows:

     Partners           $845 to $1,695 per hour
     Of Counsel         $679 to $1,275 per hour
     Associates         $695 to $725 per hour
     Paraprofessionals  $375 to $475 per hour

Pachulski received a retainer in the amount of $190,000.

Laura Davis Jones, Esq., a partner at Pachulski, 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:

     Laura Davis Jones, Esq.
     Timothy P. Cairns, Esq.
     919 North Market Street, 17th Floor
     P.O. Box 8705
     Wilmington, DE 19899
     Tel: (302) 652-4100
     Fax: (302) 652-4400
     Email: ljones@pszjlaw.com
            tcairns@pszjlaw.com

                 About Agspring Mississippi Region

Operating as a holding company, Agspring Mississippi Region, LLC
(https://agspring.com/) focuses on grain, oilseed and specialty
crop handling, processing and logistics operations.

Agspring and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on
Sept. 10, 2021.  In its petition, Agspring listed $10 million to
$50 million in assets and $100 million to $500 million in
liabilities.

Judge Craig T. Goldblatt oversees the cases.

The Debtors tapped Dentons US, LLP and Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsel, and Faegre Drinker Biddle &
Reath, LLP as special counsel.  Kyle Sturgeon of Meru, LLC serves
as chief restructuring officer.


AGSPRING MISSISSIPPI: Seeks to Hire Dentons US as Legal Counsel
---------------------------------------------------------------
Agspring Mississippi Region, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Dentons US, LLP to serve as legal counsel in their Chapter
11 cases.

The firm's services include:

     a. providing legal advice with respect to the Debtors' powers
and duties in the continued operation of their business and
management of their property;

     b. attending meetings and negotiating with representatives of
creditors and other parties in interest, and consulting the Debtors
on the conduct of their cases, including all of the legal and
administrative requirements of operating in Chapter 11;

     c. taking necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtors may be
involved and objections to claims filed against the estate;

     d. reviewing and preparing legal papers;

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

     f. negotiating and preparing a Chapter 11 plan, disclosure
statement and all related documents, and taking necessary actions
to obtain confirmation of the plan;

     i. reviewing and objecting to claims;

     j. analyzing, recommending, preparing, and bringing any causes
of action created under the Bankruptcy Code;

     k. appearing before the bankruptcy court, appellate courts and
the Office of the U.S. Trustee; and

     l. performing all other necessary legal services.

The firm's hourly rates are as follows:

     Partners        $765 to $1,210 per hour
     Of Counsel      $690 to $1,205 per hour
     Associates      $605 to $725 per hour
     Paralegals      $345 to $370 per hour

Dentons US received a retainer in the amount of $440,000.

Samuel Maizel, Esq., a partner at Dentons US, 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:

     Samuel R. Maizel, Esq.
     John A. Moe, II, Esq.
     Tania M. Moyron, Esq.
     Dentons US, LLP
     601 South Figueroa Street, Suite 2500
     Los Angeles, California 90017-5704
     Tel: (213) 623-9300
     Fax: (213) 623-9924
     Email: samuel.maizel@dentons.com
            john.moe@dentons.com
            tania.moyron@dentons.com

                 About Agspring Mississippi Region

Operating as a holding company, Agspring Mississippi Region, LLC
(https://agspring.com/) focuses on grain, oilseed and specialty
crop handling, processing and logistics operations.

Agspring and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on
Sept. 10, 2021.  In its petition, Agspring listed $10 million to
$50 million in assets and $100 million to $500 million in
liabilities.

Judge Craig T. Goldblatt oversees the cases.

The Debtors tapped Dentons US, LLP and Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsel, and Faegre Drinker Biddle &
Reath, LLP as special counsel.  Kyle Sturgeon of MERU, LLC serves
as chief restructuring officer.


AGSPRING MISSISSIPPI: Taps Kyle Sturgeon of MERU LLC as CRO
-----------------------------------------------------------
Agspring Mississippi Region, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ MERU, LLC and designate Kyle Sturgeon, the firm's managing
director, as chief restructuring officer.

The firm's services include:

     a) leading the Debtors' assessment of restructuring options
and strategic alternatives, and providing advice and
recommendations to the Board of Directors in its evaluation and
decision regarding restructuring plans or strategic alternatives
for maximizing the enterprise value of the Debtors' various
businesses and assets;

     b) working with the Debtors' investment banker to manage and
oversee the sales and marketing process, and providing ongoing
advice and strategic recommendations to the Board of Directors
based on the progress, market information and feedback, and other
relevant data gathered throughout the sales and marketing process;

     c) assisting the Debtors in assembling due diligence materials
and preparing for a sale process, as requested;

     d) working with the Debtors' legal counsel to identify and
evaluate the risk and any mitigation associated with potential
restructuring plans and strategic alternatives;

     e) advising and assisting in the strategic plans and
development of retention plans for key employees through the sale
or restructuring process, as requested;

     f) assisting the Debtors' chief financial officer with
augmented forecasting and liquidity management, if required,
pursuant to the bankruptcy process;

     g) developing a thorough understanding of the Debtors'
business plan, the key drivers of business performance for each
business units, and the Debtors' 2021 financial forecast;

     h) assessing the reasonability of the forecast, including any
related key drivers;

     i) assisting the Debtors' legal counsel in assembling due
diligence materials and preparing necessary court filings;

     j) as appropriate, serving as declarants for factual
information to which the firm's staff can adequately testify;

     k) advising, assisting or managing, as appropriate,
communications and negotiations with outside stakeholders,
including lenders and their advisors, customers, regulatory
agencies, suppliers and employees; and

     l) providing other restructuring advisory services.

The firm's hourly rate are as follows:

     Partners/Managing Partners    $600 - $750 per hour
     Senior Directors/Principals   $475 - 600 per hour
     Vice Presidents/Directors     $350 - $475 per hour
     Analysts/Associates           $200 - $350 per hour
     Senior Advisors               $400 - $750 per hour

Mr. Sturgeon's hourly rate will start at $650.  His firm received
the sum of $115,000 as a retainer.

In court papers, Mr. Sturgeon disclosed that his firm does not hold
any interest adverse to the Debtors' estates.

The firm can be reached through:

     Kyle Sturgeon
     MERU LLC
     1372 Peachtree Road NE
     Atlanta, GA 30309
     Phone: (404) 452-5802
     Email:kyle@wearemeru.com

                 About Agspring Mississippi Region

Operating as a holding company, Agspring Mississippi Region, LLC
(https://agspring.com/) focuses on grain, oilseed and specialty
crop handling, processing and logistics operations.

Agspring and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on
Sept. 10, 2021.  In its petition, Agspring listed $10 million to
$50 million in assets and $100 million to $500 million in
liabilities.

Judge Craig T. Goldblatt oversees the cases.

The Debtors tapped Dentons US, LLP and Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsel, and Faegre Drinker Biddle &
Reath, LLP as special counsel.  Kyle Sturgeon of MERU, LLC serves
as chief restructuring officer.


AGSPRING MISSISSIPPI: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The U.S. Trustee for Region 3 on Sept. 27 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Agspring Mississippi Region,
LLC and its affiliates.

                 About Agspring Mississippi Region

Operating as a holding company, Agspring Mississippi Region, LLC --
https://agspring.com/ -- focuses on grain, oilseed and specialty
crop handling, processing and logistics operations.

Agspring and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on
Sept. 10, 2021.  In the petition signed by Kyle Sturgeon, chief
restructuring officer, Agspring listed $10 million to $50 million
in assets and $100 million to $500 million in liabilities.

Judge Craig T. Goldblatt oversees the cases.

Pachulski Stang Ziehl & Jones, LLP serves as the Debtors' legal
counsel.


AJRANC INSURANCE: Wins Final OK on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has authorized AJRANC Insurance Agency, Inc. to use cash
collateral on a final basis and provide adequate protection.

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, with a 10% variance. The Debtor is not authorized to pay a
car allowance to Anthony Borruso, the Debtor's president.  

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. As further adequate protection to Iberia, AJRANC
will make a monthly interest only payment calculated at a per diem
rate of $91, with such payment due on the tenth day of each month.

The Debtor is also directed to maintain insurance coverage for the
Collateral in accordance with the obligations under the loan and
security documents.

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

                  About AJRANC Insurance Agency

AJRANC Insurance Agency, Inc., based in Lutz, Fla., filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 20-06493) on August 27,
2020.  In the petition signed by Anthony L. Borruso, president, the
Debtor disclosed $1,869,283 in assets and $1,920,494 in
liabilities.  Stichter Riedel Blain & Postler, P.A., serves as
bankruptcy counsel to the Debtor.

Judge Caryl E. Delano oversees the case.

Nine Family Circle Holdings, Inc. (Case No. 20-6494) and R.A.
Borruso, Inc. (Case No. 20-6495) also sought Chapter 11 protection.
The cases are jointly administered under AJRANC Insurance's case.




ALDRICH PUMP: Trane to Provide $270MM for Asbestos Trust
--------------------------------------------------------
Ireland's Trane Technologies PLC has agreed to pay at least $270
million to help settle asbestos claims that pushed Aldrich Pump LLC
and Murray Boiler LLC into bankruptcy last year.

Davidson, North Carolina-based Aldrich Pump and Murray are U.S.
units of Trane, a global climate innovator that brings efficient
and sustainable climate solutions to buildings, homes, and
transportation.  The Debtors made industrial equipment that, in
some instances, incorporated certain asbestos-containing components
manufactured and designed by third parties.

Trane was known as Ingersoll Rand plc before it completed in the
first quarter of 2020 a spin-off of its industrial business, which
was subsequently merged with Gardner Denver Holdings, Inc.  On May
1, 2021, Aldrich's predecessor, the former Trane Technologies
Company LLC, successor by merger to Ingersoll-Rand Company (a
former New Jersey corporation) ("Old IRNJ"), and Murray's
predecessor, the former Trane U.S. Inc. ("Old Trane"), underwent
corporate restructuring to address Old IRNJ's and Old Trane's
asbestos-related claims.

The 2020 Corporate Restructuring was effectuated through a series
of transactions, including divisional mergers under Texas law, that
resulted in the creation of the Debtors, both North Carolina
limited liability companies.  Aldrich was allocated certain of Old
IRNJ's assets and became solely responsible for certain of its
liabilities, including the asbestos claims against Old IRNJ and the
defense of those claims.  Murray was allocated certain of Old
Trane's assets and became solely responsible for certain of its
liabilities, including the asbestos claims against Old Trane and
the defense of those claims.

                      $540-Mil. Settlement Fund

Debtors Aldrich Pump LLC and Murray Boiler LLC are asking the
Bankruptcy Court to approve the establishment and funding of a
North Carolina trust that will constitute a "qualified settlement
fund" to resolve or satisfy current and future asbestos-related
claims asserted against or related to the Debtors.  The
establishment of the QSF Trust would be upon the terms set forth in
the Aldrich/Murray Settlement Facility Agreement by and among the
Debtors, Trane Technologies Company LLC ("New Trane Technologies"),
and Trane U.S. Inc. ("New Trane").

The Debtors have made substantial progress towards their goal of
negotiating and confirming a plan of reorganization that would
establish a trust under section 524(g) of the Bankruptcy Code to
resolve and pay valid current and future asbestos-related claims.


Over the span of nearly seven months, the Debtors, the FCR, and
their respective professionals engaged in negotiations with the
goal of arriving at appropriate terms for a section 524(g) trust.
These efforts culminated in an agreed settlement on a plan with
funding for a section 524(g) trust in the amount of $545 million --
$540 million of which would be paid on the effective date of the
plan.

To implement the Settlement, on September 24, the Debtors filed the
Joint Plan of Reorganization of Aldrich Pump LLC and Murray Boiler
LLC.

                   At Least $270-Mil. from Trane

To demonstrate their commitment to the Settlement and Plan and to
further move these cases forward, the Debtors also have negotiated
an agreement whereby New Trane Technologies and New Trane at this
time will fund a trust with $270 million for the benefit of holders
of Aldrich/Murray Asbestos Claims under such Plan.  The Plan
provides for the assignment of the Debtors' insurance assets to the
section 524(g) trust created by the Plan.  

Historically, the Debtors' insurance reimbursed approximately 50%
of the amount of Aldrich/Murray Asbestos Claims.  At the request of
the FCR, and subject to the terms and conditions set forth in the
Plan Support Agreement, New Trane Technologies and New Trane have
agreed to provide any additional cash required for the Debtors to
fully fund the section 524(g) trust under the Plan.  As a result,
the section 524(g) trust will be fully funded when the Plan goes
effective.

Establishing the QSF Trust by Court order will be beneficial to all
parties.  It will benefit Aldrich and Murray and the asbestos
claimants by placing the funding the Debtors anticipate will be
required from them without regard to insurance reimbursements in a
trust for the benefit of holders of Aldrich/Murray Asbestos Claims.
As with most qualified settlement funds, it will benefit the
direct or indirect owners of Aldrich and Murray by giving rise to
certain tax benefits.

Establishing a QSF Trust is also beneficial because it should
assuage potential concerns raised by the Court in its August 23,
2021 decision and order in connection with the preliminary
injunction and declaratory relief litigation [Adv. Pro. Dkts.
307-08] as to whether New Trane Technologies and New Trane will
fund a plan.  While the Debtors disagree with any doubts cast over
New Trane Technologies and New Trane's intention to fund a plan,
the Debtors believe those parties' commitment to fund the QSF Trust
at this time speaks for itself.

               Principal Terms of QSF Trust

Under the Trust Agreement, New Trane and New Trane Technologies
will provide $91,800,000 and $178,200,000, respectively, in cash or
cash equivalents to fund the QSF Trust (that amount, collectively
with (a) any future contributions to the QSF Trust and (b) any net
earnings on the initial funding amount or future contributions, the
"Trust Funds").  By agreeing to fund the QSF Trust, New Trane and
New Trane Technologies are committing to provide immediate funding
that is otherwise not required under the Funding Agreements at this
time.  The Trust Funds may not be used to fund the costs of
administering the Chapter 11 Cases; rather, funding for those costs
will continue to be available under the terms of the Funding
Agreements.

The funding of the QSF Trust is irrevocable and New Trane and New
Trane Technologies will have no right to any of the Trust Funds
except in the circumstances described in the Trust Agreement.  In
particular, New Trane and New Trane Technologies will have a right
of reversion with respect to any remaining Trust Funds only if (a)
the Court determines that all Aldrich/Murray Asbestos Claims that
were to be paid from the Trust Funds have been paid or otherwise
satisfied.

The Trust Funds will be controlled by an independent trustee and
the QSF Trust will be administered to ensure that it meets all
requirements to qualify as a "qualified settlement fund" under
Section 468B of the Internal Revenue Code of 1986, as amended, and
does not take any action that would cause the QSF Trust to no
longer so qualify.

New Trane Technologies, or a designee of New Trane Technologies
(which could be an affiliate of New Trane Technologies), will serve
as the "Portfolio Manager" for the Trust Funds.  The Portfolio
Manager will manage and make investment decisions with respect to
the Trust Funds until they are released, for a reasonable fee that
it will negotiate with the Trustee.  The Trustee, the
administrator, and the Portfolio Manager will be governed by, and
will act in accordance with, the North Carolina prudent investor
rule in Section 36C-9-901 of the North Carolina Uniform Trust Code.
In addition, the Trust Funds must be invested in accordance with
the investment guidelines attached to the Trust Agreement, which
guidelines generally are designed to limit the risk to, and enhance
the liquidity of, the Trust Funds while achieving a prudent rate of
return.  

Certain conditions must be met before the QSF Trust is funded.  The
Court must enter an order (a) approving the Trust Agreement, (b)
establishing the QSF Trust, and (c) determining that the Court will
be the supervisory court and will retain jurisdiction over the QSF
Trust for the life of the QSF Trust.  That order must become final
and non-appealable.   Such a court order is needed to comply with
section 468B of the IRC and related Treasury Regulations.

                       About Aldrich Pump

Aldrich Pump LLC and Murray Boiler LLC are U.S. subsidiaries of
Trane Technologies, a publicly traded company.  Ireland's Trane
Technologies, formerly as Ingersoll Rand plc, is a global climate
innovator that brings efficient and sustainable climate solutions
to buildings, homes, and transportation.  The North American
headquarters of Trane Technologies are located in Davidson, North
Carolina.

Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr.
W.D.N.C. Lead Case No. 20-30608) on June 18, 2020.  The Hon. Craig
J. Whitley oversees the case.

In the petition signed by Allan Tananbaum, chief legal officer, the
Debtor was estimated to have $100 million to $500 million in both
assets and liabilities.

The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as
legal counsel; Bates White, LLC, Evert Weathersby Houff, and K&L
Gates, LLP as special counsel; AlixPartners, LLP as financial
advisor; and Kurtzman Carson Consultants, LLC as claims and
noticing agent.

The Office of the U.S. Trustee appointed a committee of asbestos
personal injury claimants.  The asbestos committee tapped Robinson
& Cole, LLP and Caplin & Drysdale, Chartered as its bankruptcy
counsel.  The committee also selected FTI as its financial
advisor.

On Oct. 14, 2020, the Court entered the order appointing Joseph W.
Grier, III, as legal representative for future asbestos claimants
(FCR).  He tapped Orrick, Herrington & Sutcliffe LLP and Grier
Wright Martinez, PA as counsel; Anderson Kill P.C., as special
insurance counsel; and Ankura Consulting Group, LLC as asbestos
claims consultant and financial advisor.


ALLISON TRANSMISSION: Fitch Alters Outlook on 'BB' IDRs to Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Allison Transmission Holdings, Inc. (Allison) and its
Allison Transmission, Inc. (ATI) subsidiary at 'BB'. In addition,
Fitch has affirmed the ratings on ATI's senior unsecured notes at
'BB'/'RR4'.

Based on Fitch's revised "Corporates Recovery Ratings and
Instrument Ratings Criteria," dated April 9, 2021, Fitch has
upgraded the ratings on ATI's secured revolver and term loan B to
'BBB-'/'RR1' from 'BB+'/'RR1'. Fitch has removed ATI from Under
Criteria Observation (UCO).

The ratings of Allison and ATI apply to a $650 million secured
revolving credit facility, $635 million in secured term loan B
borrowings and $1.9 billion in senior unsecured notes.

The Rating Outlook has been revised to Positive from Stable.

KEY RATING DRIVERS

Positive Outlook Revision: The revision of Allison's Rating Outlook
reflects Fitch's expectation that earnings and FCF will remain
strong over the intermediate term, even if margins over the next
several years do not rise to pre-pandemic levels. With debt
expected to remain near current levels, leverage is likely to fall
below the level of Fitch's positive rating sensitivities. However,
Fitch could revise the Rating Outlook back to Stable if the company
increases long-term debt without a concurrent increase in earnings
and FCF, or if significantly weaker-than-expected end-market
conditions lead to a decline in the company's credit metrics for an
extended period.

Although Allison's credit profile weakened during 2020 as a result
of the coronavirus pandemic, it still generated EBITDA and FCF
margins that were significantly higher than the midcycle margins of
higher rated capital goods and auto suppliers. Allison's
performance also demonstrated its operational and financial
flexibility, as it was able to adjust its operations relatively
quickly in the face lower demand. Leverage rose in 2020 due to a
decline in EBITDA and FFO, but it never came close to breaching
Fitch's negative rating sensitivities, which stands in contrast
with many rated capital goods and auto suppliers.

Key Rating Concerns: Aside from the lingering effects of the
pandemic, rating concerns include the heavy cyclicality of the
global commercial vehicle and off-highway equipment markets,
volatile raw material costs and the company's primary focus on one
major product category.

Electrification Investments: Over the longer term, the shift toward
greater use of electric powertrains in commercial vehicles could
pose a risk to Allison's core transmission business. To help
counter this risk, Allison has invested significantly in
electrification, including two acquisitions specializing in
electrification technology in 2019, and, in September 2021, it
signed a global collaboration partnership agreement with Jing-Jin
Electric, a Chinese producer of electric motors and inverters.

Allison has several agreements to supply electric propulsion
systems for commercial vehicles coming to market, and it has a
relatively strong position in the market for hybrid-electric
propulsion systems for city buses.

Strong Market Position: Allison continues to lead the global market
for fully automatic transmissions for commercial vehicles, off-road
equipment and military vehicles. In 2020, 84% of the school buses
and 75% of the Class 6 and Class 7 commercial trucks manufactured
in North America were delivered with the company's transmissions,
along with 80% of the Class 8 straight trucks and 47% of the
motorhomes. Allison's transmissions command a price premium, and
Fitch expects the overall market for commercial vehicle automatic
transmissions in North America to increase over time.

Outside North America, the penetration of commercial vehicle
automatic transmissions for commercial vehicles remains relatively
low. However, acceptance is growing, particularly in certain
emerging markets, where Allison is well positioned for future
growth opportunities.

High Profitability: Prior to the pandemic, Allison produced very
strong EBITDA margins around 40%. Its EBITDA margin declined to
33.6% in 2020, and Fitch expects it will grow to only around 36% in
2021, as it will be weighed down by industry supply chain issues,
elevated material costs and electrification investments. Beyond
2021, Fitch expects Allison's EBITDA margins to rise as the effects
of the pandemic abate.

Declining Leverage: Fitch expects Allison's leverage to decline in
2021 following the pandemic-driven rise seen in 2020. Lower
leverage will primarily result from higher levels of EBITDA and
FFO, as Fitch expects debt to be roughly flat at about $2.5 billion
over the intermediate term. Fitch expects EBITDA leverage (gross
debt/EBITDA, as calculated by Fitch) to decline to the upper-2x
range by YE 2021 and to fall further, toward the mid-2x range, over
the following couple of years. Likewise, Fitch expects FFO leverage
at YE 2021 to be in the mid-3x range, declining toward the low-3x
range over the subsequent couple of years.

Strong FCF: Fitch expects Allison's FCF margin will be around 15%
in 2021, and Fitch expects it to grow toward the upper teens over
the next few years. This compares with pre-pandemic FCF margins in
the low- to mid-20% range. Although near-term FCF margins are
likely to be lower than pre-pandemic levels, Fitch expects they
will be about 5x-6x higher than most higher-rated capital goods or
auto suppliers. Fitch expects capex as a percentage of revenue to
run at over 7% in 2021 as the company invests in new technologies.
Beyond 2021, Fitch expects capex as a percentage of revenue to
decline over time toward historical levels near 5%.

DERIVATION SUMMARY

Allison is among the smaller public capital goods suppliers, with a
more focused and less diversified product offering. Compared with
suppliers such as Cummins, Inc., Dana Incorporated (BB+/Stable), or
Meritor, Inc. (BB-/Positive), Allison is smaller, with sales that
are less geographically diversified, as nearly 80% of Allison's
revenue is derived in North America. That said, its market share in
many of the market segments where it competes is very high, with
well over 50% penetration in certain end-markets.

Compared with other suppliers in the 'BB' rating category, such as
The Goodyear Tire and Rubber Company (BB-/Stable), Allison's EBITDA
leverage is lower, and its EBIT and FCF margins are much stronger.
Notably, its strong EBITDA margins are more than double those of
many investment-grade capital goods or auto supply issuers, such as
BorgWarner Inc. (BBB+/Stable), Aptiv PLC (BBB/Stable) and Lear
Corporation (BBB/Stable), while its post-dividend FCF margins are
about 5x-6x higher than many of those higher-rated issuers.

KEY ASSUMPTIONS

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

-- Global commercial truck production increases significantly in
    2021, but it does not reach the 2019 level until 2022;

-- Revenue increases about 19% in 2021 and about 12% in 2022 on
    improving demand conditions, new business wins and some
    pricing improvement. Revenue growth moderates to the low
    single-digit range in 2023 on more normalized end-market
    conditions;

-- The EBITDA margin runs in the mid-30% range over the next
    several years as the benefits of higher production levels are
    partially offset by electrification investments;

-- Debt declines slightly through the forecast period as the
    company makes amortization payments on its term loan;

-- Capex as a percentage of revenue rises to over 7% in 2021 as
    the company makes up for lower spending in 2020 than
    originally expected and invests in new product programs. After
    2021, capex runs in the mid-3% to mid-6% range;

-- Dividend spending is roughly flat through the forecast;

-- The company maintains a solid cash position, with excess cash
    used for share repurchases or occasional acquisitions.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
positive rating action:

-- Maintaining Fitch-calculated mid-cycle debt/EBITDA below 3.0x;

-- Maintaining mid-cycle FFO leverage below 4.0x;

-- An increase in the global diversification of its revenue base;

-- Maintaining EBITDA and FCF margins at or above pre-pandemic
    levels;

-- Continued positive FCF generation in a weakened demand
    environment.

Future developments that may, individually or collectively, lead to
negative rating action:

-- A sustained significant decline in EBITDA margins or an
    extended period of negative FCF;

-- A competitive entry into the market that results in a
    significant market share loss;

-- Maintaining Fitch-calculated mid-cycle debt/EBITDA above 4.0x;

-- Maintaining Fitch-calculated mid-cycle FFO leverage above
    5.0x;

-- A merger or acquisition that results in higher leverage or
    lower margins over an extended period.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects Allison's liquidity to remain
adequate over the intermediate term. At June 30, 2021, the company
had $238 million in cash and cash equivalents. In addition, the
company had $645 million available on ATI's $650 million secured
revolver, after accounting for $5 million in letters of credit
backed by the facility.

Based on its criteria, Fitch treats cash needed to cover
seasonality in a company's business as not readily available for
purposes of calculating net metrics. However, Fitch believes that
Allison's operating cash flow is sufficient to cover the company's
primary cash needs, even in the weakest period of a typical year,
so seasonality is not a significant factor. Therefore, Fitch has
treated all of Allison's cash as readily available.

Debt Structure: Allison's debt structure as of June 30, 2021
consisted of ATI's secured term loan B, which had $635 million
outstanding, and three series of senior unsecured notes issued by
ATI: $400 million in 4.75% notes due 2027, $500 million in 5.875%
notes due 2029 and $1.0 billion in 3.75% notes due 2031.

The term loan is secured by substantially all of Allison's assets,
the assets of Allison's U.S. subsidiaries and certain assets of
ATI's direct and indirect domestic and foreign subsidiaries.

ISSUER PROFILE

Allison, headquartered in the U.S., supplies fully automatic
transmissions to the global on-highway, off-highway and military
end-markets. The company also manufactures hybrid-electric
propulsion systems for city buses, as well as propulsion systems
for the emerging electric commercial vehicle market. Allison has
customers in Europe, Asia, South America and Africa, but 79% of its
2020 revenue was derived in North America.

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.


AMERICAN FINANCE: Fitch Assigns First Time 'BB+' LongTerm IDR
-------------------------------------------------------------
Fitch Ratings has assigned first-time 'BB+' Long-Term Issuer
Default Ratings (IDRs) to American Finance Trust, Inc. (AFIN) and
American Finance Operating Partnership, L.P.. The Rating Outlooks
for the long-term ratings is Stable.

In addition, Fitch has assigned a 'BB+'/'RR4' rating to the
company's senior unsecured debt, which includes a revolving credit
facility.

KEY RATING DRIVERS

Elevated Leverage, Improving: Fitch expects AFIN's REIT leverage
(consolidated debt, net over recurring operating EBITDA) to
decrease from mid-7x to the high 6x range through the forecast
horizon, which is appropriate for a 'BB+' category U.S. equity REIT
with the company's asset profile. Fitch expects equity issuance in
conjunction with future acquisitions, and to a lesser extent, rent
bumps to allow AFIN to de-lever to the high 6x range. Per Fitch's
calculation, the company's REIT leverage was 8.3x for 2020 and 7.4x
as of June 30, 2021 on an annualized basis.

Strong Rent Collections Through Pandemic: Fitch expects rent
collections to maintain around 100% during 2H21 and into 2022, as
the U.S. economy has rebounded and the operating environment for
service retail has stabilized. AFIN collected 100% of rent during
1H21 and did not receive any requests for deferrals during 2Q21.
AFIN's rent collections bottomed at 88% during 2Q20 and swiftly
rebounded in the latter half of the year. Collections along AFIN's
single-tenant Retail portfolio (50% of annualized straight-line
rents) were particularly strong during 2020, collecting 94%, 97%
and 99% of rents during 2Q20, 3Q20 and 4Q20, respectively.

Tenant Concentration and Credit Quality: Fitch views AFIN's tenant
concentration as a moderate concern that is somewhat mitigated by
its investment grade rated tenancy. AFIN's largest tenant, Sanofi
comprises 6% of rents while AFIN's top five and top 10 largest
tenants account for 26% and 39% of annualized straight-line rents
(SLR), respectively. AFIN's tenants are diversified across retail
sub-sectors and as of June 30, 2021 office and distribution
properties contributed 9% and 11% of SLR. Investment grade
(IG)-rated or implied investment grade rated tenancy encompass 70%
of top 20 tenants and 61% of its single-asset property portfolio.

More Retail; Less Office: Portfolio Repositioning: Fitch views
AFIN's increasing exposure to retail and decreasing exposure to
office as a credit positive. Fitch expects AFIN will continue to be
a net acquirer during the forecast period and primary purchase
single-tenant retail properties across service retail industries
including Gas/Convenience, retail banking, healthcare and
Quick-Service restaurants (QSR). As of June 30, 2021, AFIN's
acquisition pipeline totaled $133.4 million, and was completely
comprised of retail properties. Since 2017, 45% of the firm's
disposition volume has been office properties, while 77% and 17% of
acquisition volume has been service retail and traditional retail
properties, respectively.

Externally Managed: Fitch views AFIN's external management
structure as a modest credit negative that could result in
persistent equity valuation discount that challenges executing its
acquisition-led growth strategy within its financial policy
targets. Institutional investors generally favor internally managed
REIT structures given dedicated management and fewer related party
transactions and potential interest conflicts. AFIN is managed by
AR Global, a specialized real estate manager with $12 billion of
assets under management (AUM). Positively, AFIN's management
agreement incentivizes AFFO per share growth and equity issuance.

Limited Near-term Lease Maturities Aid Stability: Fitch views
AFIN's weighted average lease term (WALT) of 8.5 years and small
amount of near-term lease expirations as a credit positive. AFIN's
WALT of 8.5 years is lower than the net lease peer average of
approximately 10 years, but high compared to the broader REIT peer
group, including focused office and industrial REITs. As of 2Q21,
3% of leases on single-tenant and 5% of leases on multi-tenant
properties are scheduled to expire through 2023.

Net Lease Mortgage Notes: AFIN's ABS funding program has mixed
implications for AFIN's credit profile. As the buyers are typically
ABS-focused and not traditional commercial real estate lenders,
AFIN has access to an incremental source of capital as compared to
its peers, a credit positive. Moreover, as the structure is more
flexible than CMBS in regard to asset sales and substitutions, it
allows AFIN to re-tenant or dispose of underperforming assets with
greater ease than if held in a CMBS structure, thus better matching
the investment strategy of focusing on non-rated entities. Further,
master funding demonstrates leveragability and contingent liquidity
for the company's portfolio.

Limited Operating History: AFIN's rapid growth and shorter
operating history result in limited comparable performance metrics.
Positively, the company's occupancy and collection rates have been
strong during the coronavirus pandemic, likely aided by its service
retail focus and high percentage of IG-rated tenants. AFIN does not
provide same-store net operating income (SSNOI) growth metrics and
few lease expirations to date result in limited rent spread and
lease retention information.

DERIVATION SUMMARY

AFIN's diversified portfolio with high single-tenant service retail
exposure is generally in line with 'BB+' category net lease peers
as measured by occupancy, tenant exposure. The company's Weighted
Average Lease Term (WALT) of 8.5 years is lower than the
Fitch-rated net lease average of 10 years but high compared to the
broader REIT peer group, including focused office and industrial
REITs. Fitch expects SSNOI growth in line with net lease peers in
the low single-digit range through the forecast period.

AFIN's credit metrics are weaker than service-based retail, net
lease peers Getty Realty Trust (GTY; BBB-/Stable), Four Corners
Property Trust (FCPT; BBB-/Stable) and Essential Properties Realty
Trust (EPRT; BBB-/Stable). AFIN's 'BBB' category peers have
leverage policies ranging from 4.5x-6.0x.

KEY ASSUMPTIONS

-- Low single digit SSNOI growth in fiscal years 2021-2022;

-- Occupancy increases slightly through the forecast period;

-- Acquisitions of approximately $175/$300/$400/$500 million in
    2021, 2022, 2023 and 2024, respectively;

-- Equity issuances of approximately $150/$225/$300/ $350 million
    in 2021, 2022, 2023 and 2024, respectively;

-- Management fee of $35 million in fiscal 2020 and $42 million
    in fiscal 2021;

-- $300 million debt issuance in 2021 and 2023.

RATING SENSITIVITIES

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

-- REIT Leverage (net debt to recurring operating EBITDA)
    sustaining below 7.0x;

-- Greater demonstrated access to unsecured debt capital;

-- Unencumbered assets to unsecured debt (UA/UD) at or above
    2.0x.

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

-- REIT leverage (net debt to recurring operating EBITDA)
    sustaining above 8.0x;

-- UA/UD sustaining at or below 1.5x;

-- Portfolio operational underperformance with respect to
    occupancy, tenant retention and rent spreads.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates AFIN's base case liquidity
coverage at 2.0x through YE 2022, which is adequate for the rating.
As of June 30, 2021, AFIN had $137 million in cash and $156 million
outstanding under its $540 million revolver. AFIN doesn't have any
material maturities until 2022 when its current revolver is
scheduled to mature (revolver does have a one-year extension
option). The company does not engage in development projects and
the triple-net lease nature of the business does not require
material recurring maintenance capex.

The company has established and used at-the-market (ATM) issuance
programs for common and preferred stock, which Fitch views
favorably. However, AFIN shares currently trade at a discount to
NAV, which could temper equity issuance to fund acquisitions

Fitch defines liquidity coverage as sources of liquidity divided by
uses of liquidity. Sources include unrestricted cash, availability
under unsecured revolving credit facilities, and retained cash flow
from operating activities after dividends. Uses include pro rata
debt maturities, expected recurring capex, and forecast
(re)development costs.

ISSUER PROFILE

American Finance Trust (AFIN) is an externally managed REIT
focusing on acquiring and managing a diversified portfolio of
primarily service-oriented and traditional retail and
distribution-related commercial real estate properties located
primarily in the United States.


AMERICAN FINANCE: S&P Assigns 'BB' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to
American Finance Trust Inc. and its operating subsidiary, American
Finance Operating Partnership L.P (AFIN).

S&P said, "We also assigned our 'BB+' issue-level rating and '2'
recovery rating to AFIN's proposed senior unsecured notes due 2028.
This is one notch higher than the 'BB' issuer credit rating because
of our expectations for substantial (70%-90%, rounded estimate:
85%) recovery under a hypothetical default scenario."

American Finance Trust Inc. owns and operates a diversified
portfolio of net-leased and multitenant properties throughout the
U.S. The company's operating performance has stabilized following
the pandemic, and S&P expects further improvement supported by a
good quality tenant base, leasing initiatives, and contributions
from acquisitions, funded with greater equity than in previous
years such that credit metrics improve modestly.

S&P said, "We expect relatively steady cash flow generation from
the company's primarily net-leased focused portfolio.AFIN operates
net-leased and multitenant properties throughout primarily
secondary and tertiary markets across the U.S. While we view its
market quality as somewhat weaker because these areas can be prone
to oversupply, we favor the company's net-leased properties, which
comprise approximately 70% of total rents. These properties are
diversified across subsectors (59% service retail, 12% traditional
retail, 16% distribution, and 13% office) and were 99.6% occupied
as of June 30, 2021. They are also largely leased to
investment-grade tenants (49.6%, plus an additional 11.3% that are
unrated but estimated to be investment-grade by the company) with
good rent escalators for net-leases (1.3%) and remaining weighted
average lease terms (10.2 years). AFIN obtains unit level financial
statements for the majority of its net-leased tenants, with rent
coverage above 2x both before and after COVID-19.

"We expect multitenant operating performance to improve over the
next year, following some occupancy pressure from the pandemic.
Like most REITs, AFIN's cash rent collection was affected by the
pandemic but has since recovered to historical levels (it collected
100% of second quarter 2021 rents, up from 84% in 2020). However,
the company's multitenant portfolio had lower initial rent
collections and experienced a decline in occupancy over the past
year (it was 86.6% in the second quarter, which is below the
average for our rated shopping center REITs). That said, occupancy
is higher when factoring in executed leases (88%). We expect leased
and physical occupancy to gradually increase as the company works
to backfill space, but we will be monitoring releasing spreads as
the company balances rent growth with leasing space. Despite some
anticipated improvement, we view AFIN's shopping center portfolio
as somewhat weaker relative to those of our rated pure-play
shopping center REITs with inferior trade area statistics that
result in lower average rents. In addition, AFIN has less exposure
to grocery store-anchored centers, which drive foot traffic to
centers and have outperformed over the past year given the
essential nature of the stores. Instead, AFIN has a large focus on
power centers, which have large anchor tenants (with lower rents)
and tend to require capital expenditures to redevelop if anchor
tenants vacate, to repurpose or "de-box" the space for other
tenants. As a result, we believe AFIN's multitenant portfolio could
require additional capital expenditures over the next several years
to remain competitive. This is because the pandemic accelerated the
shift toward e-commerce and tenants are increasingly looking for
properties well suited for their omnichannel initiatives, such as
buy-online-pick-up-in-store/click and collect methods.

"We expect the net-leased portfolio to grow via acquisitions, with
a focus on e-commerce resistant service retail tenants.AFIN aims to
improve its asset quality by opportunistically acquiring
service-oriented retail properties with long-term net leases while
selectively disposing of non-core properties. Since 2017, AFIN has
acquired over 500 properties with a weighted average remaining
lease term at acquisition of 16 years and a weighted average cap
rate of 8.1%. We expect AFIN to grow by approximately $300
million-$400 million over the next two years, contingent on the
availability of equity financing. AFIN plans to focus new
acquisitions on the single-tenant, net-leased side, including the
following sectors: retail banking, restaurant, grocery, pharmacy,
gas, convenience, fitness, and auto services. Going forward, we
anticipate initial acquisition cap rates in the mid-to-low-7% area,
as the company focused on better quality properties (however, these
cap rates are somewhat elevated relative to some peers). While AFIN
targets major metropolitan areas and densely populated submarkets
throughout the U.S., it tends to be more in secondary/tertiary
markets than prime/gateway markets, given where net-leased assets
are inherently located. We expect AFIN to focus on tenant credit
quality, with the percentage of investment-grade and implied
investment-grade tenants remaining near current levels or
improving. We do not anticipate any material acquisitions on the
multitenant side and instead expect this exposure to gradually
decrease as the net-leased portfolio continues to grow. That being
said, we believe AFIN's growth strategy depends on its ability to
issue non-dilutive equity. Unlike most pure-play net-leased REITs,
AFIN currently trades at a significant discount to the analyst
consensus estimate for net asset value, which could slow the
company's acquisitions or cause it to finance a
greater-than-expected portion of growth with debt or preferred
equity (which we treat as 100% debt in our adjusted financial
ratios).

"We expect credit protection measures to improve modestly as
management prioritizes deleveraging objectives.AFIN's S&P Global
Ratings-adjusted debt to EBITDA is elevated relative to peers, at
10.6x in 2020. However, the company prioritized its balance sheet
in 2021, lengthening the weighted average maturity to 5.3 years
from 3.3 years and issuing equity in the second quarter to pay down
some outstanding debt, resulting in adjusted trailing 12 months
debt to EBITDA declining to 9.8x. AFIN has stated it plans to
finance a greater portion of acquisitions with free cash flow or
equity proceeds rather than debt. Given where the common stock is
currently trading, we believe this strategy could slow the
acquisition pipeline somewhat, should it not want to issue dilutive
equity. That said, provided AFIN remains committed to financing a
material portion of its acquisitions with some common equity, we
forecast improvement in credit metrics, with adjusted debt to
EBITDA in the mid-to-low-9x area over the next two years with FCC
surpassing 2x.

"We expect AFIN to diversify its capital structure over the next
two years.A significant portion of AFIN's capital structure
consists of secured debt, with secured debt to total assets of 38%
as of June 30, 2021. While we view this metric as high relative to
rated peers, we expect modest improvement over the next year as the
company continues to unencumber its balance sheet, with the
percentage expected to decline to 34.5% pro forma for the unsecured
note issuance and subsequent paydown of about $150 million in
outstanding mortgage debt. However, we expect secured debt to
remain a meaningful portion of the company's capital structure in
the near to medium term, given the company's mortgages and master
trust funding. This reduces its financial flexibility because its
ability to encumber additional assets is limited by encumbered
properties as well as financial covenants.

"The stable outlook reflects our expectation for AFIN's operating
performance to be relatively stable over the next two years, driven
by its net-leased portfolio, which is supported by largely
investment-grade rated tenants with long weighted lease terms, as
well as modest improvement to the multitenant portfolio via leasing
initiatives. The outlook also incorporates our expectation for AFIN
to expand its net-lease portfolio in a largely leverage-neutral
manner, with adjusted debt to EBITDA declining to the mid-9x area
or better and FCC surpassing 2x over the next year."

S&P could raise the rating if:

-- AFIN adapted a more conservative than expected financial
policy, with S&P Global Ratings-adjusted debt to EBITDA declining
to and remaining below 8.5x with FCC above 2.1x, perhaps from a
greater use of common equity to fund growth or a decline in
outstanding debt or preferred stock.

-- AFIN materially increased its scale and geographic diversity
while maintaining net-leased tenant credit quality and improving
the performance of its multitenant properties such that occupancy
and average rents were more comparable with higher-rated peers

S&P could lower the rating if:

-- AFIN financed a larger portion of its acquisition pipeline with
secured debt or preferred stock, such that FCC declined below 1.7x
with adjusted debt to EBITDA remaining above 9.5x for a sustained
period; and

-- Operating performance deteriorated and compared unfavorably
with key rated peers, with material declines in occupancy and
tenant credit quality.

S&P could lower its issue-level rating if AFIN incurred additional
property-level debt or property valuations declined such that
recovery prospects for unsecured bondholders declined below 70%
under its hypothetical stressed scenario.



AYRO INC: Names Thomas Wittenschlaeger as CEO
---------------------------------------------
AYRO, Inc. has appointed Thomas M. Wittenschlaeger as chief
executive officer.  His appointment follows the resignation of
Rodney C. Keller, Jr., who served as the president and chief
executive officer of AYRO and as a member of the Company's board of
director.

Mr. Wittenschlaeger has more than 25 years of executive experience
in growing technology-driven engineering and product development
companies and executing turn arounds for such organizations.  He
joins AYRO after most recently serving as CEO of NantMobility,
Inc., an operating unit of NantWorks, the umbrella organization for
a number of companies in commerce, healthcare, and digital
entertainment, which produces environmentally friendly
transportation platforms, including electric vehicles, and combines
cutting-edge design with the latest technologies to effectively
reduce urban clutter without sacrificing quality of life.  Prior,
he served as chief strategy officer of FOX Factory, an industry
leader in ride dynamics for off-road vehicles, including trucks,
side-by-sides, ATVs, UTVs, snowmobiles, and watercraft, and
previously served as president of FOX Factory's powered vehicles
group.  He is a graduate of the United States Naval Academy with a
Bachelor of Science in electrical engineering.

"Bringing Tom's experience to AYRO will help to usher in the next
exciting phase of development for AYRO.  His familiarity with the
environmentally friendly vehicle industry, as well as the vehicle
industry in general, makes him an excellent choice to guide the
Company forward.  We believe his technology/design savvy and
business acumen, combined with the Company's strong balance sheet
and cash position will serve to drive AYRO forward in a developing
market, and we look forward to his leadership," commented Josh
Silverman, Chairman of AYRO, Inc.  "We thank Rod Keller for his
years of dedication to the success of AYRO and wish him all the
best in his future endeavors."

Rod Keller will remain a consultant to AYRO for a transitionary
period.

"AYRO is unique in the world of electric vehicle manufacturers as
its primary function is design and engineering.  This is perhaps
the most important aspect of the EV industry, and I look forward to
rallying together the AYRO management and support teams and
deploying the Company's resources toward enhancing our position in
the market and optimizing value for our stockholders.  I look
forward to collaborating with the team, the Board and our multiple
partners toward continuing to advance our product lines," added Mr.
Wittenschlaeger.

On Sept. 23, 2021, in connection with Mr. Wittenschlaeger's
appointment as the Company's chief executive officer, Mr.
Wittenschlaeger was granted 450,000 shares of restricted common
stock of the Company as an inducement award for entering into
employment with the Company.  The Shares were approved by the
Company's Board of Directors and granted outside of the Company's
2020 Long-Term Equity Incentive Plan in accordance with Nasdaq
Listing Rule 5635(c)(4).  In connection with the award of Shares,
Mr. Wittenschlaeger and the Company entered into a Restricted Stock
Award Agreement, which agreement contemplates that the Shares shall
vest in tranches of 90,000 shares upon the achievement of certain
stock price, market capitalization and business milestones, along
with continued service.

The Employment Agreement provides that Mr. Wittenschlaeger will be
entitled to receive an annual base salary of $280,000, payable in
equal installments semi-monthly pursuant to the Company's normal
payroll practices.  For the 2021 fiscal year, Mr. Wittenschlaeger
is eligible to receive a partial bonus as determined by the Board,
based upon the achievement of short-term target objectives and
performance criteria as agreed upon by Mr. Wittenschlaeger and the
Board, with such partial bonus payable no later than March 15,
2022. Mr. Wittenschlaeger is also eligible to receive, for
subsequent fiscal years during the term of his employment, periodic
bonuses up to 50% of his annual base salary upon achievement of
target objectives and performance criteria, payable on or before
March 15 of the fiscal year following the fiscal year to which the
bonus relates.  Targets and performance criteria shall be
established by the Board after consultation with Mr.
Wittenschlaeger, but the evaluation of Mr. Wittenschlaeger's
performance shall be at the Board's sole discretion.  The
Employment Agreement also entitles Mr. Wittenschlaeger to receive
customary benefits and reimbursement for ordinary business expenses
and relocation expenses of $15,000.

                  Voluntary Separation Agreement

On Sept. 21, 2021, in connection with Mr. Keller's resignation, the
Company and Mr. Keller entered into a Voluntary Separation
Agreement, Release and Consulting Agreement, dated Sept. 20, 2021.
Pursuant to the Separation Agreement, Mr. Keller will perform
certain consultant services for the Company pertaining to matters
and business of the Company for a period of not less than one month
and not more than three months, depending on the employment status
of Mr. Keller during such period.  During the Consultancy Period,
Mr. Keller will be entitled to receive (i) a base salary of
$20,833.30 per month, representing Mr. Keller's base salary prior
to the Resignation Date, (ii) a cash separation payment in the
amount of $650,000.00, less applicable tax deductions and
withholdings, with $312,500.00 of the Separation Payment payable
within 14 days of the Resignation Date, subject to certain
conditions being met, and the remainder being payable within 30
days of the last day of the Consultancy Period, and (iii)
reimbursement for continuation coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, for Mr.
Keller, his spouse and dependents for a period of up to 18 months
following the Resignation Date, provided that Mr. Keller has not
obtained subsequent employment with comparable or better medical,
vision and dental coverage.  The Separation Agreement provides Mr.
Keller the opportunity to revoke his acceptance of the Separation
Agreement within eight calendar days of the Resignation Date, in
which case the Separation Agreement shall not be effective and
shall be deemed void.

In exchange for the consideration provided to Mr. Keller in the
Separation Agreement, Mr. Keller and the Company have agreed to
mutually waive and release any claims in connection with Mr.
Keller's employment, separation and resignation from the Company.

In connection with the execution of the Separation Agreement, Mr.
Keller's existing executive employment agreement, as amended, was
terminated; provided, however, that certain surviving customary
confidentiality provisions and restrictive covenants remain in full
force and effect.  The Separation Agreement also provides for
certain customary covenants regarding confidentiality and
non-disparagement.

Pursuant to Mr. Keller's Prior Employment Agreement, all of his
outstanding stock options and awarded shares will be delivered by
the Company within ten days of the Resignation Date, to the extent
such awards have not previously vested; provided, however that Mr.
Keller has not exercised any revocation rights prior to the payment
being due.

                            About AYRO

Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com
-- engineers and manufactures purpose-built electric vehicles to
enable sustainable fleets.  With rapid, customizable deployments
that meet specific buyer needs, AYRO's agile EVs are an
eco-friendly microdistribution alternative to gasoline vehicles.

Ayro reported a net loss of $10.76 million for the year ended Dec.
31, 2020, compared to a net loss of $8.66 million for the year
ended Dec. 31, 2019.  As of June 30, 2021, the Company had $94.23
million in total assets, $5.20 million in total liabilities, and
$89.03 million in total stockholders' equity.


BASIC ENERGY: Seeks to Hire 'Ordinary Course' Professionals
-----------------------------------------------------------
Basic Energy Services, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ professionals retained in the ordinary course of business.

The "ordinary course" professionals will be paid as follows:

--  For each OCP identified as a "Tier 1 OCP", fees, excluding
costs and reimbursable expenses, shall not exceed $25,000 for each
month on average over any three-month period on a rolling basis
starting from the first full month after the petition date  and may
not exceed $150,000 over a rolling six-month period starting from
the first full month after the petition date.

-- For each OCP identified as a "Tier 2 OCP", fees, excluding
costs and reimbursable expenses, shall not exceed $75,000 for each
month on average over any three-month period on a rolling basis
starting from the first full month after the petition date, and may
not exceed $450,000 over a rolling six-month period starting from
the first full month after the petition date.

-- For each OCP identified as a "Tier 3 OCP," fees, excluding
costs and reimbursable expenses, shall be paid on a contingency fee
basis pursuant to the applicable pre-bankruptcy agreements between
the OCP and the Debtors.

The OCPs are:

  Tier 1 OCP

     Bell Nunnally & Martin LLP
     2323 Ross Ave #1900
     Dallas, TX 75201
     Legal

     Bonds Ellis Eppich Schafer Jones LLP
     420 Throckmorton Street, Suite 1000
     Fort Worth, TX 76102
     Legal

     Bradley Arant Boult Cummings LLP
     600 Travis Street, Suite 4800
     Houston, TX 77002
     Legal

     Cotton Bledsoe Tighe & Dawson, PC
     500 W Illinois, Suite 300
     Midland, TX 79701
     Legal

     Crowley Fleck PLLP
     490 North 31st Street
     Billings, MT 59101
     Legal

     Doerner Saunders Daniel &
     Anderson, L.L.P.
     Two W Second Street, Suite 700
     Legal

     Dore Rothberg McKay, P.C.
     17171 Park Row, Suite 160
     Houston, TX 77084
     Legal

     Downs & Stanford, P.C.
     2001 Bryan Street, Suite 4000
     Dallas, TX 75201
     Legal

     Embark Consulting, LLC
     1717 McKinney Avenue, Suite 700
     Dallas, TX 75202
     Accounting

     Espey & Associates, PC
     12400 San Pedro, Suite 200
     San Antonio, TX 78216
     Legal

     Fee, Smith, Sharp & Vitullo LLP
     13155 Noel Road
     Dallas, TX 75240
     Legal

     Fenton, Fenton, Smith, Reneau, &
     Moon, P.C.
     211 N. Robinson, Suite 800N
     Oklahoma City, OK 73102
     Legal

     Freeman Mills PC
     12222 Merit Drive, Suite 1400
     Dallas, TX 75251
     Legal

     Gable Gotwals Counsel
     110 N. Elgin Ave., Ste. 200
     Tulsa, OK 74120
     Legal

     Galloway, Johnson Tompkins, Burr &
     Smith, APLC
     1301 McKinney Street, Suite 1400
     Houston, TX 77010
     Legal

     Gauntt, Koen, Binney & Kidd, LLP
     14643 Dallas Parkway, Suite 500
     Dallas, TX 75254
     Legal

     Gibson Law Partners, LLC
     2448 Johnston Street
     Lafayette, LA 70503
     Legal

     Gordon Rees Scully Mansukhani, LLP
     2200 Ross Ave Suite 3700
     Dallas, TX 75201
     Legal

     Hartline Barger LLP
     8750 N. Central Expy., Suite 1600
     Dallas, TX 75231
     Legal

     Hartzog Conger Cason LLP
     201 Robert S. Kerr Avenue, Suite 1600
     Oklahoma City, OK 73102
     Legal

     Holland & Hart LLP
     2515 Warren Ave # 450
     Cheyenne, WY 82001
     Legal

     Horne Rota Moos, LLP
     2777 Allen Parkway, Suite 1200
     Houston TX, 77019
     Legal

     Hunton Andrews Kurth LLP
     600 Travis, Suite 4200
     Houston, TX 77002
     Legal

     Jackson Lewis P.C.
     800 Lomas Blvd NE #200th
     Albuquerque, NM 87102
     Legal

     Joseph Hollander & Craft LLC
     500 N Market Street
     Wichita, KS 67214
     Legal

     KHA Consulting PC
     2821 Lackland Rd #340
     Fort Worth, TX 76116
     Tax

     Littler Mendelson P.C.
     333 Bush Street, 34th Floor
     San Francisco, CA 94104
     Legal

     Loeb & Loeb LLP
     345 Park Avenue
     New York, NY 10154
     Legal

     Lynch, Chappell & Alsup P.C.
     300 N Marienfeld St #700
     Midland, TX 79701
     Legal

     McGuireWoods LLP
     800 E Canal Street
     Richmond, VA 23219-3916
     Legal

     McAfee & Taft P.C.
     8th Floor, Two Leadership Square,
     211N Robinson Avenue
     Oklahoma City, OK 73102
     Legal

     Modrall Sperling 500
     4th St NW Suite #1000
     Albuquerque, NM 87102
     Legal

     Naman, Howell, Smith & Lee, PLLC
     Summit Office Park,
     1300 Summit Ave, Suite 700
     Fort Worth, TX 76102
     Legal

     Newton, Jones & McNeely
     3405 Marquart Street
     Houston, TX 77027
     Legal

     Pierce Couch Hendrickson Baysinger
     & Green, LLP
     1109 North Francis
     Oklahoma City, OK 73106
     Legal

     Schiffer Hicks Johnson PLLC
     700 Louisiana Street, Suite 2650
     Houston, TX 77002
     Legal

     Scott Douglass & McConnico LLP
     303 Colorado Street, Suite 2400
     Austin, TX 78701
     Legal

     Shafer, Davis, O'Leary Stoker, P.C.
     700 North Grant Street,
     201 Bank of America Building
     Odessa, TX 79761
     Legal

     Thomas, Soileau, Jackson, Baker &
     Cole, LLP
     401 Edwards Street, Suite 2015
     Shreveport, LA
     Legal

     Thompson & Knight LLP
     1722 Routh Street, Suite 1500
     Dallas, TX 75201-2533

     Vitek Lange PLLC
     300 Throckmorton Street, Suite 650
     Fort Worth, TX 76102
     Legal

     Wieser Law Firm, PLLC
     3200 Riverfront Drive, Suite 102
     Fort Worth, TX 76107
     Legal

     Yoka & Smith, LLP
     445 S Figueroa St 38th Floor
     Los Angeles, CA 90071
     Legal

  Tier 2 OCP

     Allen Bryson, PLLC
     211 North Central Street
     Longview, TX 75601
     Legal

     Jackson Walker LLP
     777 Main Street, Suite 2100
     Fort Worth, TX 76102
     Legal

     KPMG, LLP
     2323 Ross Avenue, Suite 1400
     Dallas, TX 75201
     Accounting

     Merit Advisors LLC
     114 West Main Street
     Gainesville, TX 76240
     Tax

  Tier 3 OCP

     Duff & Phelps, LLC
     55 East 52nd Street, 17th Floor
     New York, NY 10055
     Tax

     Invoke Tax Partners
     12221 Merit Drive, Suite 1200
     Dallas, TX 75251
     Tax

     Ryan, LLC
     Three Galleria Tower,
     13155 Noel Road, Suite 100
     Dallas, TX 75240
     Tax

                    About Basic Energy Services

Basic Energy Services, Inc. -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas.  Its operations are
managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana.  Specifically, Basic Energy Services has a
significant presence in the Permian Basin, Bakken, Los Angeles and
San Joaquin Basins, Eagle Ford, Haynesville and Powder River
Basin.

Basic Energy Services and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17,
2021. As of March 31, 2021, Basic Energy disclosed total assets of
$331 million and debt of $549 million.

Judge David R. Jones oversees the cases.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Alixpartners LLP as restructuring advisor, and Lazard Freres &
Company as financial advisor.  Prime Clerk is the claims agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases.  Snow &
Green, LLP and Brown Rudnick, LLP serve as the committee's legal
counsel.


BONNIE TILE: Unsecureds to Get $200 per Month for 60 Months
-----------------------------------------------------------
Bonnie Tile II, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Subchapter V Plan of Reorganization
dated September 23, 2021.

The Debtor is a limited liability company organized under the laws
of the State of Florida. The Debtor is managed by Dennis Hughes and
is owned by Dennis Hughes and Charles Flanagan. Mr. Hughes is the
majority owner.

The Covid-19 pandemic significantly affected the Debtor's business
since it provides discretionary products and services that many
homes and businesses understandably removed from their budgets when
the pandemic began and the country was faced with economic
uncertainty. As a result of the deductions from Wellen and Knight
from the Debtor's bank account, the Debtor did not have sufficient
funds to meet all of its expenses and it fell behind on its
obligations to the Internal Revenue Service and Florida Department
of Revenue.

The Plan will treat claims as follows:

     * Class 1 consists of the 2 secured claims of Knight Capital
Funding. The Debtor will be filing a Motion to Value and Determine
Secured Status of Lien to value the secured portion of the claim to
$26,038.55. The secured portion of the claim shall be paid at
$378.15 per month for 60 months at 5% interest. The remaining
portion of the claim shall be treated as a General Unsecured Claim
in Class 3. Class 1 is impaired.

     * Class 2 consists of the secured claim of Wellen Capital. The
Debtor will be filing a Motion to Value and Determine Secured
Status of Lien to value the secured portion of the claim to $0.00.
The claim shall be treated as a General Unsecured Claim in Class 3.
Class 2 is impaired.

     * Class 3 consists of the allowed, non-priority, general
unsecured claims against the Debtor. The Debtor shall pay on a pro
rata basis to non-priority, general, unsecured claims over 60 equal
monthly payments of $200.00 each month commencing on the 30th day
following the Effective Date totaling $12,000.00. Class 3 is
impaired.

The Debtor projects that all payments shall be funded by the
Debtor's cash on hand and operating income. The Debtor has or will
file separately its net projected income for 5 years. The Debtor
projects that it will have five-year aggregate of net projected
income of $12,532.44 before the payment of chapter 11
administrative expenses. The Debtor has estimated that counsel for
the Debtor will be paid $36,000.00 and the Sub-Chapter V Trustee
will be paid $5,000.00.

A full-text copy of the Subchapter V Plan dated September 23, 2021,
is available at https://bit.ly/3icOWhT from PacerMonitor.com at no
charge.

Attorneys for Debtor in Possession:

     Craig I. Kelley, Esq.
     Kelley Fulton & Kaplan, P.L.
     1665 Palm Beach Lakes Blvd.
     The Forum - Suite 1000
     West Palm Beach, FL 33401
     Tel: (561) 491-1200
     Fax: (561) 684-3773
     Email: dana@kelleylawoffice.com

                    About Bonnie Tile II, LLC

Bonnie Tile II, LLC operates a retail tile and tile installation
business located in Jupiter, Florida. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case
No. 21-16210) on June 25, 2021. In the petition signed by Dennis R.
Hughes, managing member, the Debtor disclosed up to $50,000 in
assets and up to $1 million in liabilities.

Judge Mindy A. Mora oversees the case.

Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L is the
Debtor's counsel.


BRINK'S COMPANY: Fitch Affirms 'BB+' LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed The Brink's Company's (BCO, or the
company) Long-Term Issue Default Rating at 'BB+' with a Stable
Rating Outlook. Fitch has affirmed the company's senior secured
credit rating at 'BBB-' and revised the recovery rating from 'RR1'
to 'RR2', and also affirmed the senior unsecured rating at
'BB+'/'RR4'.

The security ratings are consistent with Fitch's revised
"Corporates Recovery Ratings and Instrument Ratings Criteria,"
dated April 9, 2021, and Fitch has removed BCO from Under Criteria
Observation (UCO).

KEY RATING DRIVERS

Rating Overview: BCO is the global leader in cash management, with
a diversified geographic footprint, and a track record of margin
improvement. At the same time, the company has pursued a strategy
of increasing its scale through debt-funded acquisitions, which in
combination with a Coronavirus-led slowdown drove leverage to 4.2x
at YE 2020. Fitch expects BCO's credit metrics to continue
improving through 2021 and into 2022 as pandemic effects abate.

Coronavirus impact through 2021: BCO continues its pandemic
recovery, buoyed by resilient revenue from banks (about half of the
company's total) albeit partly offset by softer revenue from
retailers. U.S. currency in circulation rose throughout 2020-2021,
and BCO's weekly note processing volumes have maintained a similar
trajectory. Other currencies, such as the euro, showed similar
patterns as cash remains the preferred form of payment globally.
Fitch expects BCO's revenue to rise in 2021-2022 due to a retail
sector rebound, as well as the addition of the G4S acquisition.

The majority of Brink's contracts are three to five years in length
and not volume dependent (i.e. scheduled pickup frequency and rate
for cash-in-transit clients; monthly service fees for CompuSafe
clients). BCO's variable cost structure helped it to manage through
the pandemic while maintaining sufficient liquidity. Fitch expects
leverage to continue trending from the low-4x range at YE 2021
towards the mid-3x range over the next 12-18 months.

Strong Position in a Stable Sector: BCO is a leading global
provider of cash management with a good competitive position and
limited customer concentration. The Dunbar and G4S acquisitions
bolstered BCO's leading position in the face of strong competition
globally from several large multinational competitors. The company
benefits from the relatively stable historical performance of the
cash management industry. Core services such as cash-in-transit
(CIT) and ATM services provide recurring revenue under contracts
and help to mitigate revenue volatility. Furthermore, high value
services such as BCO's CompuSafe service increase switching costs
for BCO customers and add to the company's recurring revenues.

Continued Strategic Shift: Since 2017, BCO began managing to higher
leverage levels and pursuing growth through debt funded
acquisitions -- most recently PAI, G4S, Dunbar, and Rodoban. The
$50 million share repurchases in August 2020 and August 2021 also
align with this strategy. Going forward, Fitch expects annual
acquisition spending in the range of $150 million, along with some
continued share repurchase activity. The company has indicated it
expects to be at pre-G4S acquisition leverage levels within three
years of closing; Fitc expects the impact of coronavirus will delay
the deleveraging by a further 12 months, which Fitch views to be
achievable.

Margin Improvements Slowing: EBITDA margins have improved from
approximately 12% to approximately 16% over the past four years,
driven by organic growth, restructuring initiatives and positive
labor cost and productivity. Fitch expects slowing margin growth in
2021 and beyond, as labor costs offset improvements in fleet and
branch network optimization initiatives. Some margin benefits are
expected as BCO generates small synergies from acquisition
integration.

G4S Acquisition Largely Integrated: The company reports that the
G4S acquisition was substantially completed in Q1 2021. Fitch views
the acquisition as credit-neutral, with benefits in larger scale
being partly offset in the short term by the increased leverage.
BCO has already demonstrated an ability to acquire and integrate
large entities, most recently Dunbar (in 2018) for $520 million and
Rodoban (in 2019) for $130 million. On a post-synergy basis, the
transaction is accretive to margins in the forecast beyond 2021.

Improved Diversification: Active in 53 countries, BCO has strong
geographic diversification and average product/service
diversification. The company has a good mix of revenues from growth
and mature markets; this will be bolstered further by the G4S
acquisition, adding 14 new countries predominantly in Europe and
Asia. While the company offers a variety of services, the majority
are directly correlated to cash use. If cash use declines in favor
of electronic payment methods, BCO could potentially be materially
impacted; this long-term risk is partly mitigated by cash's
enduring popularity as a method of payment (accounting for 75% of
global transactions) and resilient performance through down
cycles.

Moderate FX Risk: BCO has currency exposure, as less than one third
of the firm's revenue was generated in the U.S. and all debt is
denominated in U.S. currency. The company has periodically had to
navigate large swings in foreign exchange (FX) rates, specifically
in South America, where large FX swings have pressured margins.
Fitch notes that most of BCO's FX exposure is via translation risk.
Currency headwinds had a $49.9 million negative impact on 2020
operating profit (2019: negative $72.6 million).

DERIVATION SUMMARY

BCO can be compared with Montreal-based Garda World Security
Corporation (B+/Stable) and US-based AlliedUniversal Holdco LLC
(B/Stable). Garda is more acquisitive than BCO, generates lower
margins, and is relatively more focused on security and personnel
management. AlliedUniversal is larger than BCO, having purchased
global rival G4S plc in 2021. AlliedUniversal also carries higher
leverage and generates lower margins.

KEY ASSUMPTIONS

-- Fitch expects a revenue tailwind in 2021-2022 driven by the
    rebound from coronavirus, as well as the PAI and G4S
    acquisitions.

-- Fitch forecasts EBITDA Margins expand slightly, as operational
    improvement efforts and acquisition synergy gains are held in
    check by rising labor costs.

-- Fitch expects leverage to continue reducing below 4.0x during
    2021, and into the low-3x range by 2023.

RATING SENSITIVITIES

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

-- Given the company's strategy of pursuing debt-funded
    acquisitions, Fitch views the possibility of an upgrade as
    unlikely at this time;

-- Total debt with equity credit to EBITDA below 3.0x for a
    sustained period;

-- Maintaining an FCF margin materially above 6% for a sustained
    period.

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

-- An increase in total debt with equity credit to EBITDA above
    4.0x for an extended period;

-- Producing consistently negative FCF;

-- An inability to repatriate cashflows in a timely and effective
    manner;

-- A large debt-funded acquisition that exceeds anticipated
    spending or shareholder-friendly activities.

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

Debt Structure: The company upsized its senior secured TLA in March
2020 by $590 million to accommodate the G4S acquisition, and issued
a further $400 million in senior unsecured notes in June 2020.
Concurrently, lenders agreed to change the financial covenant to
reflect net senior (rather than total) leverage. The company
remained in compliance with its covenants throughout 2020 & 2021.
The April 2021 PAI acquisition was funded via a draw on the
revolver as well as cash on hand.

Adequate Liquidity: As of June 30 2021, BCO's liquidity of $1.3
billion consisted of ~$660 million of revolver availability and
~$634 million in cash. Fitch makes an adjustment for restricted
cash held in countries with regulatory bodies that limit
repatriation. The company does not have any significant maturity
until 2024 when the company's senior secured term loan matures.
Additionally, Fitch expects BCO's liquidity will be supported by
positive FCF in 2021 and beyond.

ISSUER PROFILE

The Brink's Company is a global provider of cash management,
route-based logistics and payment solutions. Key services include
cash-in-transit (armored vehicle transportation of valuables), ATM
services (replenishing and maintaining customers' automated teller
machines), cash management services, vault outsourcing, money
processing, intelligent safe services, and international
transportation of valuables.

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.


BUCKEYE PARTNERS: Fitch Affirms 'BB' LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Buckeye Partners L.P.'s Long-Term Issuer
Default Rating (IDR) at 'BB'. The ratings on the senior unsecured
notes are affirmed at 'BB'/'RR4', and the junior subordinated notes
have been affirmed at 'B+'/'RR6'. In addition, Fitch has applied
its updated "Corporates Recovery Ratings and Instrument Ratings
Criteria," and upgraded the senior secured revolver and term loan
to 'BBB-'/'RR1' from 'BB+'/'RR1'. The ratings have been removed
from Under Criteria Observation (UCO), where they were placed
following the publication of the updated recovery rating criteria
on April 9, 2021. The Rating Outlook remains Stable.

The Stable Outlook reflects Buckeye's diverse portfolio of assets
as well as its size and scale. Buckeye benefitted from its
diversified portfolio in 2020 and performed better than Fitch's
prior expectations for EBITDA. Debt repayment was also higher than
anticipated resulting in leverage of 5.5x at YE 2020. Capital
allocation going forward is a concern as Buckeye has not disclosed
a leverage target or dividend policy for payments to Buckeye's
sponsor IFM.

KEY RATING DRIVERS

Recovery Ratings Criteria Update: Instrument ratings and recovery
ratings (RRs) for Buckeye's senior secured ratings are based on
Fitch's newly introduced notching grid for issuers with 'BB'
category Long-Term IDRs. This grid reflects outstanding recovery
characteristics for instruments of similar-ranking instruments.
Buckeye's senior secured revolver and term loan are viewed as
Category 1 first lien debt, which translates into a two-notch
uplift from the IDR of 'BB' with a recovery rating of 'RR1'.

Adjusted EBITDA Poised to Improve: In 2020, Buckeye benefitted from
its diversified portfolio and performed better than Fitch's prior
expectations for EBITDA as weakness in its pipelines segment was
buffered by strong utilization from storage assets benefitting from
contango conditions. Distributions from FLIQ2 were also higher than
expected comprised of quarterly distributions and a return of
capital from a recapitalization of the entity. Pipeline and
terminal volumes are expected to continue to improve over the
forecast with tailwinds from vaccines spurring the economy to
continue to reopen.

Leverage and Capital Allocation: Fitch forecasts that leverage
(defined as total debt with equity credit-to-adjusted EBITDA) to
about 5.4x in 2021 and decline closer to 5.0x over the forecast
period. Fitch's forecast compares favorably to leverage in 2019
after the take-private transaction resulted in Buckeye's leverage
at 6.6x. Buckeye did distribute approximately $400 million to IFM
in 2020 related to the FLIQ2 dividend recapitalization. While
Buckeye has ample liquidity provided by the $1.2 billion revolver
and cash on the balance sheet, the pace of debt reduction may be
affected if IFM sets a dividend policy or undertakes a debt funded
acquisition.

Increased Diversity: Buckeye's assets are located throughout the
U.S. and in the Caribbean. The primary locations in the U.S.
include Chicago, New York Harbor and the Gulf Coast. In the
Caribbean, its assets are primarily in the Bahamas, and it also has
assets in Puerto Rico and St. Lucia. Cash flow diversity increased
when it received a 57.6% stake in FLIQ2 from its sponsor. FLIQ2 is
a liquefied natural gas (LNG) facility near Freeport, TX. Buckeye
has also made investments into renewables in 2021, which are not
expected to be incremental to EBITDA until 2023.

FLIQ2 Contribution: To bolster BPL's credit profile, IFM
contributed its 57.6% stake in FLIQ2 Holdings LLC in December 2019.
FLIQ2 owns one liquefaction train unit that is part of a
multi-train facility which went into commercial operations in
January 2020. FLIQ2 has nearly all of the minimum guaranteed
capacity contracted with BP Energy Company, a subsidiary of BP plc
(BP; A/Stable), for 20 years under a use-or-pay tolling agreement.
Buckeye expects this stake to generate annual dividends in in
excess of $150 million as FLIQ2 benefits from favorable LNG market
conditions.

Terminals Acquisition: In June 2021, Buckeye agreed to purchase a
network of 26 refined products terminals for approximately $435
million. The terminals are located primarily in the south east U.S.
and have approximately 6 million barrels of storage capacity. This
transaction further increases Buckeye's size and scale and is
expected to close in 1H22.

Alternative Energy Investments: Buckeye has been actively
announcing several alternative energy investments in 2021 through
acquisitions and organic investments. These initiatives include
equity interests into renewables focused Swift Current Energy and
OneH2. Buckeye has also invested in two advanced solar development
projects and an organic growth solar initiative on unused land at
seven Buckeye terminal sites. EBITDA from these projects is
expected to be relatively small compared to their pipelines and
terminals projects and is not expected to produce EBITDA until
2023.

Upsized Revolver: In February 2021, Buckeye doubled the size of its
senior secured revolver to $1.2 billion. Buckeye has announced
several acquisitions and growth initiatives in 2021 including a
sizable purchase of terminals for $435 million, which is expected
to close in 1H22. Fitch expects the announced acquisitions to be
financed through a mix of cash and revolver borrowings. Fitch does
not anticipate Buckeye to have the need to return to the capital
markets in the near term.

DERIVATION SUMMARY

The 'BB' rating reflects Buckeye's diverse asset base, size and
scale, and elevated leverage with the addition of the secured debt
for going private. Buckeye has a higher leverage profile than its
investment-grade peers, which operate in the crude oil, refined
products pipelines and storage terminal segments, such as Plains
All American LP (PAA), which is rated two notches above Buckeye at
'BBB-'. Fitch forecasts Buckeye's leverage (defined as total debt
with equity credit to adjusted EBITDA) around between 5.0x-5.5x
through YE 2022. PAA is forecasted to have leverage in the range of
4.2x-4.8x by YE 2022.

NuStar is rated one notch lower than Buckeye at 'BB-' and is less
diverse than Buckeye, which has the advantage of size and scale
that provides operational and geographic diversification. Fitch
expects NuStar's leverage to a range of 5.6x-6.1x in 2021 before
improving to a range of 5.3x-5.6x by YE 2022.

Fitch expects Buckeye's leverage to be higher than other 'BB'
issuers such as AmeriGas Partners, LP (AmeriGas; BB/Stable) and
Sunoco, LP (SUN; BB/Positive). Fitch forecasts AmeriGas will have
leverage range around 4.4x-4.6x over the forecast as economies
reopen and demand returns. SUN is expected to have leverage be
between 4.0x-4.3x by YE 2021, and near 4.2x by YE 2022. Both
AmeriGas and SUN have seasonal or cyclically exposed cash flow,
although retail propane demand tends to be more seasonally affected
and weather affected than motor fuel demand.

KEY ASSUMPTIONS

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

-- Acquisitions and capex funded from cash on the balance sheet
    and borrowings on the upsized $1.2 billion senior secured
    revolver, divestitures, and/or internally generated cash
    flows;

-- Throughput volumes recover through 2022 and storage
    utilization rates range in the low-to-mid 80's%;

-- No EBITDA contribution from the Alternative Energy segment
    until 2023;

-- No distributions to sponsor IFM over forecast period;

-- Annualized distributions from FLIQ2 in excess of $150 million
    over the near-term forecast.

RATING SENSITIVITIES

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

-- Fitch may take positive rating action if leverage (defined as
    total debt with equity credit/adjusted EBITDA) is expected to
    be at or below 5.0x for a sustained period of time;

-- Favorable changes in the business mix or financial policies
    that result in a stronger credit profile.

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

-- Negative rating action may occur if Fitch expects leverage
    (defined as total debt with equity credit/adjusted EBITDA) to
    be near 6.0x for a sustained period of time;

-- Increases in capital spending and/or funding for acquisitions
    beyond Fitch's expectation that have negative consequences for
    the credit profile.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of June 30, 2021, Buckeye had approximately
$1.51 billion of available liquidity. In February 2021, the
borrowing capacity of the senior secured revolving credit facility
was increased to $1.2 billion. There were no outstanding borrowings
and $4.7 million letters of credit on the revolver. Additionally,
Buckeye had $310 million of cash on the balance sheet. Maturities
are manageable as the next debt maturity is July 2023 when $500
million of notes become due.

ISSUER PROFILE

Buckeye is a large liquid petroleum products pipeline operator in
terms of volumes delivered, with approximately 5,500 miles of
pipeline. Buckeye's terminal network comprises more than 117 liquid
petroleum products terminals with aggregate tank capacity of over
125 million barrels across its portfolio of pipelines, inland
terminals and marine terminals located primarily in the East Coast,
Midwest and Gulf Coast regions of the United States as well as in
the Caribbean. Buckeye is wholly owned by IFM Global Infrastructure
Fund.

SUMMARY OF FINANCIAL ADJUSTMENTS

Buckeye has $389 million of junior subordinated debt that meets
Fitch's criteria for 50% equity credit. Cash distributions from
FLIQ2 and South Texas Gateway are added to adjusted EBITDA (equity
earnings from both are excluded).

ESG CONSIDERATIONS

Buckeye's ESG Relevance Score for Governance has changed from a '4'
to a '3' for Group Structure, and a Relevance Score of '4' for
Financial Transparency. As a private company backed by a private
pension fund, disclosures are limited when compared to public
companies. This factor has a negative impact on its 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.


BUCKINGHAM SENIOR: Nov. 9 Plan Confirmation Hearing Set
-------------------------------------------------------
Buckingham Senior Living Community, Inc., filed a motion to approve
the First Amended Disclosure Statement Relating to the First
Amended Chapter 11 Plan of Reorganization.

On Sept. 23, 2021, Judge Marvin Isgur approved the Disclosure
Statement and ordered that:

     * Nov. 2, 2021 at 5:00 p.m. is fixed as the last day to file
objections to confirmation of the Plan.

     * Nov. 2, 2021 at 11:59 p.m. is the deadline for receipt of
Ballots evidencing the votes accepting or rejecting the Plan.

     * Nov. 5, 2021 at 5:00 p.m. is the deadline to respond to
Confirmation Objections.

     * Nov. 9, 2021 at 3:00 p.m. is the Confirmation Hearing.

     * A claim shall be temporarily disallowed for voting purposes
if the Debtor has filed an objection on or before October 19,
2021.

A copy of the order dated Sept. 23, 2021, is available at
https://bit.ly/39JDzcS from Stretto, the claims agent.

Counsel for the Debtor:

     Cassandra Sepanik Shoemaker
     Demetra Liggins, Esq.
     McGuireWoods LLP
     JPMorgan Chase Tower
     600 Travis Street, Suite 7500
     Houston, TX 77002-290
     Telephone: (713) 571-9191
     Facsimile: (713) 571-9652
     Email: DLiggins@mcguirewoods.com
     Email: CShoemaker@mcguirewoods.com

               About Buckingham Senior Living Community

The Buckingham Senior Living Community, Inc., a Houston-based
continuing care retirement community (CCRC), filed a voluntary
petition for Chapter 11 protection (Bankr. S.D. Texas Case No.
21-32155) on June 25, 2021, disclosing between $100 million and
$500 million in both assets and liabilities.  Michael Wyse, chair
of the board, signed the petition.

The case is handled by Judge Marvin Isgur.

The Debtor tapped McGuireWoods LLP as its lead bankruptcy counsel,
Thompson & Knight, LLP as special counsel, and B. Riley Advisory
Services as financial advisor.  Stretto is the claims and noticing
agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case on July 12,
2021.  The committee is represented by Hunton Andrews Kurth, LLP.

Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., represents UMB Bank, N.A., in its capacity as Bond
Trustee and DIP lender.


CASTLELAKE AVIATION: S&P Assigns 'BB-' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
aircraft operating lessor Castlelake Aviation Ltd. The outlook is
stable.

S&P said, "We also assigned our 'BB' issue-level rating and '2'
recovery rating to the company's proposed secured term loan B. Our
'2' recovery rating on the term loan B indicates our expectation
for substantial (70%-90%, rounded estimate: 75%) recovery in the
event of a payment default.

"The stable outlook reflects our expectation that Castlelake will
continue to add to its fleet and to increase its debt and interest
expense accordingly and that its credit metrics will benefit from
the added cash flow from its fleet growth. We expect EBIT interest
coverage in the mid-1x area, debt to capital in the mid-70% area,
and funds from operations (FFO) to debt in the mid-single-digit
percent area over the 2022-2023 period.

"Our business risk profile of fair incorporates the relatively
small size of Castlelake compared with its rated peers, offset by
its inclusion in its parent's much larger portfolio as well as
favorable characteristics of its aircraft portfolio. Our business
risk profile is based primarily on the size of Castlelake's
aircraft portfolio, which is among the smaller of the rated
aircraft lessors and in line with similar-sized portfolios rated by
S&P Global Ratings. As of Sept. 30, 2021, the company's fleet will
be composed of 71 aircraft leased to 16 customers across 10
countries. We expect Castlelake's aircraft portfolio to comprise
72% narrowbody aircraft and 28% widebody aircraft, based on net
book value. It will consist primarily of the Boeing 737 family
(including MAX 8s) and 777s; and the Airbus A320 and A321 families
(including neos), A220-100s, A330-300/200s, and Airbus 350s.

"As of Sept. 30, 2021, we expect the weighted average age of its
fleet to be 5.7 years, in line with other rated aircraft lessors,
which typically average four to eight years. In addition, the
expected weighted average lease term of 10.3 years is longer than
the typical three to 10 years for its peers, which provides
predictability for its revenue stream. Castlelake's portfolio is
well diversified geographically--deriving lease revenue from Asia
and the South Pacific, Africa, Europe, South and Central America,
North America, and the Middle East. However, the company's top
three customers, comprising about 70% based on net book value, make
up a substantially higher proportion than typical for other
aircraft lessors. The company's portfolio will be serviced by
Castlelake L.P., whose fleet comprises over 350 aircraft (including
Castlelake Aviation's).

"We view the aircraft leasing industry's long-term prospects as
favorable despite some nearer-term pressures on its airline
customers. We expect global air traffic will remain 40%-60% below
2019 levels in calendar year 2021 before the gap narrows to 20%-30%
in 2022. We expect short-haul domestic traffic, focused on leisure
travelers, will recover first as COVID-19 vaccinations become more
widespread and passengers regain confidence in health conditions.
However, we expect it could be several years before business and
long-haul international traffic fully recovers, and some business
traffic may be permanently lost due to videoconferencing. As a
result, we expect demand for narrowbody aircraft will recover
sooner than that for widebody aircraft, used mostly on
international routes. We also believe the aircraft leasing sector
will continue to benefit over the next few years from
purchase/leaseback opportunities, with airlines seeking to raise
liquidity and upgrade their fleets with new technology and more
environmentally friendly aircraft.

"Our financial risk profile of aggressive incorporates Castlelake's
forecast credit metrics, as well as our designation of Castlelake's
owner as a financial sponsor. Our financial risk profile is based
on the weighted average EBIT interest coverage ratio (our core
ratio) of about 1.4x and supplementary ratios of debt to capital in
the mid-70% area and funds from operations (FFO) to debt in the 5%
area. These are all based on the 2022-2023 forecast period,
starting with the first full year after its formation. We also
consider the company as owned by a financial sponsor, with an FS-5
designation, at the time of its formation. Although the company has
indicated its intention to reduce debt to capital to about 70% over
time, we would need to monitor its track record and see an
improvement in its FFO to debt ratio before we would revise this
assessment.

"The stable outlook reflects our expectation that Castlelake will
continue to add to its fleet and to increase its debt and interest
expense accordingly and that its credit metrics will benefit from
the added cash flow from its fleet growth. We expect EBIT interest
coverage in the mid-1x area, debt to capital in the mid-70% area,
and funds from operations (FFO) to debt in the mid-single-digit
percent area from 2022-2023.

"We could lower our ratings on Castlelake over the next year if we
expected its EBIT interest coverage to decline to below 1.3x if its
funds from operations (FFO) to debt ratio remained below 6%, and if
debt to capital increased to over 82% on a sustained basis." This
could occur if:

-- The weakness in the demand for air travel had a more sustained
and severe effect on the company's financial performance and
liquidity than we currently expect; or

-- Castlelake L.P.'s financial policies were more aggressive than
S&P expected, which could include large debt-financed dividends.

Although unlikely over the next year, S&P could raise the rating if
it saw a demonstrated commitment to more conservative leverage and
financial policies from its owners.



CBL & ASSOCIATES: Taps Husch Blackwell as Special Counsel
---------------------------------------------------------
CBL & Associates Properties, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Husch Blackwell, LLP as special counsel.

The firm's services include:

     a) providing general advice regarding the nature of the claims
and treatment of certain claims under the Debtors' confirmed
Chapter 11 plan;

     b) working with the Debtors' financial advisor, legal counsel
and internal legal and finance departments to identify, administer,
and reconcile claims, including recommendations regarding the
allowance and disallowance of claims;

     c) preparing, filing and prosecuting claim objections,
including, but not limited to, entering into settlement discussions
and compromises with concerned parties; and

     d) providing the Debtors with additional services related to
the claims.

The firm's hourly rates are as follows:

      Mark T. Benedict,  Partner         $645 per hour
      Marshall C. Turner, Partner        $499 per hour
      Buffey E. Klein, Partner           $540 per hour
      Caleb T. Holzaepfel, Sr Associate  $325 per hour

Husch Blackwell will also be reimbursed for out-of-pocket expenses
incurred.  

Ronald Feldman, Esq., a partner at Husch Blackwell, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Ronald I. Feldman, Esq.
     Husch Blackwell LLP
     111 Congress Avenue, Suite 1400
     Austin, TX 78701
     Tel: (512) 479-9758
     Fax: (512) 479-1101
     Email: ronald.feldman@huschblackwell.com

                      About CBL & Associates

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

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

CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
20-35226) on Nov. 1, 2020.  At the time of the filing, the Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.

Judge David R. Jones oversees the cases.

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

On Nov. 13, 2020, the U.S. Trustee for Region 6 appointed an
official committee of unsecured creditors in the Debtors'
bankruptcy cases.  McDermott Will & Emery, LLP and AlixPartners,
LLP serve as the committee's legal counsel and financial advisor,
respectively.

Judge Jones confirmed the Debtors' joint Chapter 11 plan of
reorganization on Aug. 11, 2021.


CENTRAL JERSEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Central Jersey Supply Co.
        189 Meister Avenue
        Somerville, NJ 08876

Business Description: Central Jersey Supply Co. is a merchant
                      wholesaler of professional and commercial
                      equipment and supplies.

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       District of New Jersey

Case No.: 21-17567

Debtor's Counsel: Mark E. Hall, Esq.
                  FOX ROTHSCHILD LLP
                  49 Market Street
                  Morristown, NJ 07960
                  Tel: 973-992-4800
                  Fax: 973-992-9125
                  E-mail: mhall@foxrothschild.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David M. Horwitz, vice president.

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/YK7QI7Q/Central_Jersey_Supply_Co__njbke-21-17567__0001.0.pdf?mcid=tGE4TAMA


CHARLESTON ORTHODONTIC: Nov. 3 Disclosure Hearing Set
-----------------------------------------------------
On Sept. 20, 2021, Debtor Charleston Orthodontic Specialists, LLC,
filed with the U.S. Bankruptcy Court for the District of South
Carolina a Disclosure Statement and Plan.

On Sept. 23, 2021, Judge John E. Waites ordered that:

     * Nov. 3, 2021, at 10:30 AM at the King & Queen Building, 145
King Street, Room 225, Charleston, South Carolina is the hearing to
consider the approval of the Disclosure Statement.

     * Oct. 27, 2021 is fixed as the last day for filing and
serving written objections to the Disclosure Statement.

A copy of the order dated September 23, 2021, is available at
https://bit.ly/2ZClv2v from PacerMonitor.com at no charge.

Attorney for Debtor:

     Ivan N. Nossokoff
     ID # 2556
     IVAN N. NOSSOKOFF, LLC
     Attorney at Law
     4000 Faber Place Drive, Suite 300
     North Charleston, SC 29405
     Tel: (843) 571-5442

                About Charleston Orthodontic Specialists

Charleston Orthodontic Specialists, LLC, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.S.C. Case No. 21-00827) on March 24, 2021.  At the time of the
filing, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.

Judge John E. Waites presides over the case.  Ivan N. Nossokoff,
Esq., at Ivan N. Nossokoff, LLC, represents the Debtor as legal
counsel.  

Creditor, AKF Inc., d/b/a FundKite is represented by Johnson Law
Firm, P.A. and Kaminski Law PLLC.  Pinnacle Bank, also a creditor,
is represented by Parker Poe Adams & Bernstein LLP.


CHIEF INVESTMENTS: Seeks to Hire Craig M. Geno as Legal Counsel
---------------------------------------------------------------
Chief Investments, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to hire the Law
Offices of Craig M. Geno, PLLC to serve as legal counsel in its
Chapter 11 case.

The firm's services include:

     (a) advising the Debtor regarding issues arising from certain
contract negotiations;

     (b) evaluating and objecting to claims of creditors;

     (c) appearing in, prosecuting or defending suits and
proceedings;

     (d) representing the Debtor in court hearings and assisting in
the preparation of legal papers;

     (e) advising the Debtor in connection with any reorganization
plan, which may be proposed in its bankruptcy proceeding; and

     (f) other necessary legal services.

The firm's hourly rates are as follows:

     Craig M. Geno      $400 per hour
     Associates         $275 per hour
     Paralegals         $195 per hour
     
The Debtor will pay the firm a retainer of $7,800, which includes
the $1,738 filing fee.

As disclosed in court filings, the Law Offices of Craig M. Geno is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

      Craig M. Geno, Esq.
      Law Offices of Craig M. Geno, PLLC
      587 Highland Colony Parkway
      Ridgeland, MS 39158-3380
      Tel: 601-427-0048
      Fax: 601-427-0050
      Email: cmgeno@cmgenolaw.com

                    About Chief Investments LLC

Oxford, Miss.-based Chief Investments, LLC filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Miss. Case No.
21-11765) on Sept. 20, 2021, listing as much as $10 million in both
assets and liabilities.  Joy Kyser Kizziah, managing member, signed
the petition.  The Law Offices of Craig M. Geno, PLLC represents
the Debtor as legal counsel.


COBRA ACQUISITIONCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Cobra AcquisitionCo LLC and its 'B-' debt rating to its proposed
issuance of $400 million of senior unsecured notes due 2029. The
outlook is stable.

Cobra AcquisitionCo LLC is an indirect holding company for Exeter
Finance LLC. The ratings reflect Exeter's concentration in
non-prime auto lending, significantly encumbered balance sheet,
reliance on non-prime ABS markets, and relatively high leverage.
The ratings also reflect the company's improving profitability and
its strong niche in the fragmented used vehicle sales market.

Irving, Texas-based Exeter is a consumer finance company founded in
2006. The company acquires retail installment contracts through
both franchised and independent dealerships in connection with the
sale of new and used vehicles to consumers. Exeter focuses on
non-prime consumers (weighted average FICO score of 565 as of June
30, 2021) and loans on used vehicles (91% of managed portfolio as
of June 30, 2021). Warburg Pincus is leading an acquisition of
Exeter from Blackstone scheduled to close in the fourth quarter of
2021. The investor group led by Warburg Pincus will own a majority
interest in Exeter, with the remainder owned by Blackstone and
management.

Exeter has achieved double-digit growth rates in loans receivables
over the past few years, even in 2020 when originations were
affected by the COVID-19 pandemic. At year-end 2020, loan
receivables before allowance for credit losses were $5.65 billion,
compared with $5.10 billion at year-end 2019. S&P said, "But we
still view the company's monoline focus on the auto finance market
as a credit weakness. We believe the auto finance market is highly
fragmented and competitive, and Exeter's market share remains
relatively small."

The company sources its loans through its network of roughly 11,500
independent auto dealers and two strategic partnerships with an
independent dealer group and a bank partner. Exeter relies on these
partnerships for a significant portion of its originations (42% in
the first half of 2021). The company's portfolio is also somewhat
concentrated by geography, with about 35% of loan receivables in
Texas, California, and Georgia as of June 30, 2021.

S&P said, "Exeter's leverage, measured as debt to ATE, was 4.77x as
of June 30, 2021. In our calculation of ATE, we add $1.282 billion
of general reserves to reported members' equity. We expect leverage
to remain at 5.0x-6.0x on a GAAP basis over the next 12 months
after the company issues unsecured debt."

Exeter has significant portfolio credit risk due to its non-prime
borrowing base, as shown by its high allowance for credit losses.
Its net charge-offs have historically been about 8%-10% of average
gross receivables. Net charge-offs declined to 7.3% in 2020 due to
government support related to the pandemic, boosted customer
savings, strong auctions, and proactive servicing measures
undertaken by the company. Exeter's ability to remain profitable
and continue its rapid growth depends on its ability to maintain
losses at a manageable level.

S&P expects Exeter to maintain a stable funding ratio (our measure
of stable funding sources relative to stable funding needs) of
greater than 90% over the next 12 months. Exeter's stable funding
ratio was 99% as of June 30, 2021. The company's $6.2 billion debt
funding consists of securitization debt, warehouse facilities, a
repurchase agreement, and unsecured notes. The $5.6 billion of
securitization debt highlights Exeter's reliance on ABS markets,
which S&P thinks could become unavailable during economic
downturns. The company also has a forward-flow agreement with a
third party, whereby it sells about 35% of its originations to the
third party every quarter.

Cobra plans to issue $400 million of unsecured debt, using the
proceeds to pay down the existing $175 million of unsecured notes
and a portion of the Warburg Pincus acquisition. Excluding
securitization debt and the small repurchase agreement, the
company's next major debt maturity is its warehouse facilities in
March 2024, assuming it is successful in refinancing the $175
million of unsecured notes due in June 2023. S&P notes the
company's highly encumbered balance sheet, which can reduce its
financial flexibility in weaker market conditions.

S&P said, "We think Exeter has adequate liquidity--as of June 30,
2021, it had $26 million of unrestricted cash and no outsized
liquidity needs beyond standard operations and loan portfolio
growth. The $1.76 billion nonrecourse warehouse facilities had $372
million drawn as of June 30, 2021, and we view the ample capacity
on the facilities as providing the company some flexibility
considering its highly encumbered balance sheet.

"We factor a positive comparable ratings adjustment into our
analysis, reflecting Exeter's improving profitability, increased
access to unsecured funding, and sufficient liquidity runway for
funding new originations, even in a stress scenario.

"We rate Cobra's senior unsecured notes one notch below the issuer
credit rating, reflecting our view that unencumbered assets may be
less than the amount of unsecured notes outstanding over the next
12 months, after deducting assets pledged to nonrecourse secured
debt.

"The stable outlook on Cobra reflects our expectation that, over
the next 12 months, Exeter will operate with leverage of 5.0x-6.0x
debt to ATE. It also reflects our view that the company will
operate profitably, with positive net income and net charge-offs
under 10% of average gross receivables.

"We could lower the ratings in the next 12 months if we expect
leverage to rise above 6.5x or if significant loan losses or lower
yields lead to decreased profitability, resulting in losses.

"An upgrade is unlikely over the next 12 months. Over the longer
term, we could raise the ratings if we believe Exeter would operate
with leverage sustained below 4.5x while maintaining profitable
operations."



CONDUENT INC: S&P Affirms 'B+' ICR on Proposed Refinancing
----------------------------------------------------------
S&P Global Ratings revised the outlook on Florham Park, N.J.-based
business process outsourcer Conduent Inc. to stable from negative
and affirmed its 'B+' issuer credit rating on the company. At the
same time, S&P assigned its 'BB-' issue-level and '2' recovery
ratings to the proposed senior secured credit facilities.

S&P said, "The stable outlook reflects our expectation for adjusted
leverage to remain in the mid-4x area, flat revenue performance
over the next 12 months, and the successful execution of the
refinancing transaction.

"The outlook revision reflects our expectation for a successful
refinancing transaction, among other things. We believe the
proposed capital structure, which now includes higher bank
commitments than previously contemplated the company's recent track
record of stable operating performance; and a growing total
contract value of new business signings, should support a
successful refinancing transaction. The nearest maturity following
the refinancing is 2026, when the revolver and term loan A mature.
In addition, the new capital structure reduces annual amortization
payments to about $18 million, providing a modest liquidity boost.

"Conduent attempted to refinance its capital structure earlier this
year, which it ultimately postponed. We expect this transaction
will result in a modest $100 million reduction in total debt and a
committed $265 million term loan A facility.

"Despite the business stabilization, sustained revenue and cash
flow generation growth is at least 18-24 months out. We believe
Conduent's efforts to stabilize revenue are succeeding,
notwithstanding the significant headwind associated with the
pandemic in its commercial (52% of 2020 revenue) and transportation
(17.3%) segments. In 2020, the total contract value (TCV) of new
business signings was over $1.9 billion, nearly double the 2019
level, and new signings continue to be strong in 2021, with TCV up
19% versus the first half of 2020. We believe this provides some
clarity on future growth and will help the company eventually
return to sustained growth. However, we expect revenue to remain
roughly flat in 2022 because these new contract wins are offset by
the decline of stimulus-related volumes in Conduent's government
segment as well as legacy contract losses.

"While our revised forecast has Conduent returning to growth in
2023, the company's restructuring program is ongoing, and its
efforts to further enhance and modernize products and offerings to
its customers face execution risks if client retention and new
business signings falter. While we have not materially changed our
previous forecast, we believe the significant drop off in pandemic
SNAP volumes expected in 2022 and the continued pandemic-related
weakness in the company's commercial segment will limit its ability
to exceed our expectations over the next year."

Conduent's performance has lagged peers, but it has good scale
advantages and capabilities. For the past 12 months, Conduent has
generated $4.15 billion in revenue, and its range of domestic,
nearshore, and offshore outsourcing solutions is a key advantage.
In addition, the business is diversified with regard to its
clients, outsourcing solutions, and end market. Also, it is making
significant investments to improve its digital transformation and
higher-value-added solutions.

However, the company will need to continue executing its plan to
improve its operating performance and bring its technological
capabilities more in line with its peers. Conduent's ability to
increase sales and customer satisfaction will be critical as it
competes in a highly competitive business process outsourcing (BPO)
market against well-regarded peers such as Accenture PLC, Alight
Solutions, Teleperformance SE, and Verra Mobility Corp.

S&P said, "We expect free operating cash flow (FOCF) to continue to
improve. Conduent returned to positive FOCF generation in 2020, and
we expect about $60 million-$80 million of reported FOCF in 2021
after accounting for increased working capital outflows due to the
timing of payments, including payroll taxes deferred under the
CARES Act. We expect working capital outflows and restructuring
costs to decrease over the next two years, but increased software
development and technology investments temper our expectations for
2022. However, under our base case, we expect reported FOCF to
improve to about $100 million in 2022.

"The stable outlook reflects our expectation for adjusted leverage
to remain in the mid-4x area, flat revenue performance over the
next 12 months, and the successful execution of the refinancing
transaction. We forecast new business wins will offset the roll-off
of legacy contracts as well as high economic stimulus-related
volumes in its government payments business.

"We could lower the rating if contract losses exceeded new business
wins, and we expected Conduent's revenue and EBITDA margins to
decline over the 2022-2023 timeframe. In this scenario, FOCF to
debt would decrease to the mid-single-digit percent area, and
adjusted leverage would rise above 5x on a sustained basis. We
could also lower the rating if the company were unable to
successfully execute its refinancing transaction.

"We could raise the rating if Conduent's new business wins exceeded
expectations and the company's commercial segment rebounded to
pre-COVID-19 revenue levels faster than expected. In this scenario,
we would expect Conduent to increase revenue in line with U.S. GDP
growth and likely view Conduent's business risk more favorably.

"Alternatively, we could raise the rating on Conduent if the
company's adjusted FOCF to debt improved comfortably above 10% on a
sustained basis."



COVENANT PHYSICIAN: Moody's Alters Outlook on B3 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Covenant Physician Partners'
Corporate Family Rating at B3, Probability of Default Rating at
B3-PD, Senior Secured 1st Lien Bank Credit Facility at B2, and
Senior Secured 2nd Lien Bank Credit Facility at Caa2. At the same
time, Moody's changed the outlook to stable from negative.

The affirmation reflects Moody's expectation that leverage will
decline toward sustainable levels as the Marietta Optical
acquisition is fully integrated and the volume impact from the
coronavirus pandemic continues to subside. While Covenant's pro
forma adjusted leverage is high at 10x following draw downs on the
delayed-draw term loan facilities to fully fund the acquisition of
Marietta Optical, and will further build out Covenant's optical
platform. Moody's also views liquidity to have improved from June
of 2020. The undrawn revolver, which was repaid by an equity
infusion from KKR in June 2021, provides additional support.
Further, the rating is supported by Moody's favorable view of the
longer term prospects for ambulatory surgery centers (ASCs) as
patients seek to avoid hospitals and payors prefer it as a lower
cost of care.

The revised outlook to stable reflects Moody's expectation that the
acquisition of Marietta will increase scale and support operating
performance despite prolonging deleveraging. Moody's believes that
the business has stabilized as Covenant volumes seem to be
approaching 100% of pre-covid levels excluding focus locations. As
a result, notwithstanding new variants of the coronavirus, Moody's
does not expect there to be further erosion of operating
performance. Instead, Moody's forecasts a slow improvement in
credit metrics over the next two years and would expect Covenant to
de-lever below 8.0x by the end of 2022.

Affirmations:

Issuer: Covenant Physician Partners

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

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

Senior Secured 2nd Lien Bank Credit Facility, affirmed at Caa2
(LGD5)

Outlook Actions:

Issuer: Covenant Physician Partners

Outlook, changed to stable from negative

RATINGS RATIONALE

Covenant Physician Partners' B3 CFR is constrained by its modest
size relative to larger competitors, as well as the company's high
financial leverage of around 10x. That said, Moody's forecasts a
slow improvement in credit metrics over the next two years and
would expect Covenant to de-lever below 8.0x by the end of 2022.
Leverage will decline toward sustainable levels as the Marietta
Optical acquisition is fully integrated and the volume impact from
the coronavirus pandemic continues to subside. Covenant also faces
risks associated with its significant concentration in colonoscopy
and gastroenterology procedures, which together with related
services, account for nearly 74% of revenues. The company also
deploys an aggressive acquisition strategy, which is often debt
funded. While there is risk associated with integrating multiple
acquisitions, Covenant has invested in its systems and
infrastructure that should allow it to support a larger revenue
base. Additionally, Moody's acknowledges that the ambulatory
surgery center (ASC) industry has favorable long-term growth
prospects, which Moody's views as a positive. This is because
patients and payors prefer the outpatient environment (primarily
due to lower cost and better outcomes) for certain specialty
procedures. The CFR is further supported by Covenant's good
liquidity following the equity infusion from KKR.

Moody's believes that Covenant will maintain good liquidity for the
next year. The company has $80 million of cash following the
acquisition of Marietta. Moody's anticipates breakeven to modestly
positive free cash flow for the next 12-18 months. The company's
$35 million revolver is fully available as of June 30, 2021. The
company has a favorable maturity profile, with the revolver
expiring in July 2024 and no other maturities ahead of that.

ESG considerations are material to Covenant's ratings. Covenant
faces social risks, such as the rising concerns around the access
and affordability of healthcare services. However, Moody's does not
consider ASCs to face the same level of social risk as hospitals as
ASCs are viewed as an affordable alternative to hospitals for
elective procedures. From a governance perspective, Moody's views
Covenant's financial policies as aggressive given the company's
debt-funded acquisition strategy. The credit profile reflects the
risks inherent in a rapid growth strategy, including the potential
for operational disruptions, but Moody's acknowledges the company's
track record of effectively adding ASCs.

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

The ratings could be downgraded if Covenant's debt/EBITDA does not
decline below 8.0x by the end of 2022. Significant challenges in
integrating acquisitions could lead to downward rating pressure. A
downgrade could also occur if the company's liquidity weakens or
negative free cash flow is expected to be sustained.

The ratings could be upgraded if Covenant materially increases its
scale and geographic diversity while effectively managing its
growth. This would need to be accompanied by an expectation that
the company will sustain debt to EBITDA below 6.0 times.

Headquartered in Nashville, TN, Covenant Physician Partners is an
owner and operator of 63 ASCs and physician practices across 19
states focused on colonoscopy and other gastrointestinal procedures
with some ophthalmology procedures. Covenant is owned by private
equity sponsor KKR and has pro forma LTM revenues of approximately
$265 million as of June 30, 2021.

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


DALEX DEVELOPMENT: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Dalex Development Inc.
        1275 Route 23
        Wayne, NJ 07470

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       Northern District of New Jersey

Case No.: 21-17577

Debtor's Counsel: Warren J. Martin Jr., Esq.
                  PORZIO, BROMBERG & NEWMAN, P.C.
                  100 Southgate Parkway
                  Morristown, NJ 07962
                  Tel: 973-538-4006
                  Fax: 973-538-5146
                  E-mail: wjmartin@pbnlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel Risis as sole member.

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

https://www.pacermonitor.com/view/PIMVVAI/Dalex_Development_Inc__njbke-21-17577__0001.0.pdf?mcid=tGE4TAMA


DC TELECOMM: Case Summary & 8 Unsecured Creditors
-------------------------------------------------
Debtor: DC Telecomm, LLC
        260 Houchin Blvd
        La Veta, CO 81055

Business Description: DC Telecomm, LLC is part of the Electrical
                      Contractors and Other Wiring Installation
                      Contractors industry.

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       District of Colorado

Case No.: 21-14940

Debtor's Counsel: Stephen Berken, Esq.
                  BERKEN CLOYES, PC
                  1159 Delaware Street
                  Denver, CO 80204
                  Tel: 303-623-4357
                  E-mail: stephenberkenlaw@gmail.com

Total Assets: $509,400

Total Liabilities: $1,335,008

The petition was signed by David Howard, member/manager.

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

https://www.pacermonitor.com/view/2HX2ELQ/DC_Telecomm_LLC__cobke-21-14940__0001.0.pdf?mcid=tGE4TAMA


DIXIE CENTERS: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Dixie Centers, LLC
        801 W McNab Rd
        Pompano Beach, FL 33060

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

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       Southern District of Florida

Case No.: 21-19343

Judge: Hon. Peter D. Russin

Debtor's Counsel: Michael A. Frank, Esq.
                  LAW OFFICES OF FRANK & DE LA GUARDIA
                  10 NW Le Jeune Rd
                  Suite 620
                  Miami, FL 33126
                  Tel: (305) 443-4217
                  Email: Pleadings@bkclawmiami.com

Total Assets: $4,200,008

Total Liabilities: $1,857,120

The petition was signed by Henri Hage as manager.

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

https://www.pacermonitor.com/view/K4BRQQI/Dixie_Centers_LLC__flsbke-21-19343__0001.0.pdf?mcid=tGE4TAMA


ECOLIFT CORP: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Michelle Kantrow-Vázquez, writing for News Is My Business, reports
that aircraft reconstruction firm Ecolift Corp. has filed for
Chapter 11 bankruptcy protection in the US Bankruptcy Court for
Puerto Rico in San Juan, listing nearly $2.6 million in debt.

In the filing, the company founded in 1998 and headquartered at the
Isla Grande airport in San Juan, listed as its largest creditors
legal firm Fox Rothchild -- with offices throughout the US mainland
-- to which it owes $452,795, the Puerto Rico Ports Authority, to
which it owes $451,883, Bell Helicopter, which is owed $221,279,
and Giles Group Inc., which is owed $373,544.

On its Facebook page, Ecolift describes itself as a "one-stop-shop"
that provides avionics, maintenance, repair, and overhaul services,
at "facilities [that] are the most modern in the Caribbean
region."

"All work is performed in one place, allowing the most complete and
professional service in component of reconstruction overhaul,
full-service sales, modernization, design and installation of
equipment for all types of aircraft in the Caribbean, North,
Central and South America," it further said in its
self-description.

Ecolift has made headlines in recent years for its involvement in
the sale of an $8 million helicopter to the Puerto Rico Health
Department, while allegedly not following required procurement
processes.

In July 2018, the company's president, Ernesto Di Gregorio, was
accused by US Immigration and Customs Enforcement (ICE) over
irregularities related to the sale of that aircraft, which the
agency claimed was sold under the premise that the Health
Department could use it as an air ambulance, but that lacked the
corresponding permits for that purpose. He faced trial in February
2020 and was found not guilty the following month, according to
published reports.

In April 2021, Ecolift and Di Gregorio sued former District
Attorney Rosa Emilia Rodríguez and several other officials in
their personal capacities related to that case, and alleged
resulting damages.

That case, which is still ongoing, foretold Ecolift's likely
Chapter 11 bankruptcy filing.

                        About Ecolift Corp.

Ecolift Corp. is a manufacturer of aircraft parts and equipment.
Ecolift Corp. sought Chapter 11 protection (Bankr. D.P.R. Case No.
21-02751) on Sept. 17, 2021.  In the petition signed by Ernesto Di
Gregorio as president, Ecolift estimated assets of between $1
million and 10 million and estimated liabilities of between $1
million and $10 million.  Carmen D. Conde Torres, Esq., C. CONDE &
ASSOC., is the Debtor's counsel.             



ELECTROMEDICAL TECHNOLOGIES: Dianna Kaplan Reports 7.5% Stake
-------------------------------------------------------------
Dianna Kaplan disclosed in a Schedule 13G filed with the Securities
and Exchange Commission that as of Nov. 9, 2020, she beneficially
owns 3,831,248 shares of common stock of Electromedical
Technologies, Inc., which represent 7.5 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at:

https://www.sec.gov/Archives/edgar/data/1715819/000126246321000479/sch13g.htm

                 About Electromedical Technologies

Scottsdale, AZ-based Electromedical Technologies, Inc. is a
bioelectronics manufacturing and marketing company.  The Company
offers U.S. Food and Drug Administration (FDA) cleared medical
devices for pain management.  Bioelectronics is a developing field
of "electronic" medicine, which uses electrical impulses over the
body's neural circuitry to try to alleviate pain, without drugs.

Electromedical reported a net loss of $3.87 million for the year
ended Dec. 31, 2020, compared to a net loss of $1.74 million for
the year ended Dec. 31, 2019.  As of June 30, 2021, the Company had
$1.44 million in total assets, $2.91 million in total liabilities,
and a total stockholders' deficit of $1.47 million.

San Diego, California-based dbbmckennon, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 30, 2021, citing that the Company has suffered
recurring losses from operations and has a negative working
capital
balance, which raises substantial doubt about its ability to
continue as a going concern.


ELECTRON BIDCO: S&P Assigns 'B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating to
Atlanta-based independent medical examination (IME) service
provider Electron BidCo Inc. (d.b.a. ExamWorks).

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to the first-lien credit facilities.

S&P said, "The stable outlook reflects our expectation that
ExamWorks will continue to rebound from the pandemic and maintain
stable margins. It also reflects our expectation that leverage will
remain high and above 7x.

"Our ratings on Electron BidCo Inc. (ExamWorks) reflect our
expectation that leverage will remain high and above 7x, given
financial sponsor ownership, but that the company will generate
more than $70 million of free cash flow. It also reflects the
company's narrow focus, with a majority of its revenue coming from
IME (independent medical examiner) services. We believe the company
will continue its acquisition-driven growth strategy and continue
to expand geographically and into adjacent markets outside of the
IME business. This will bring some diversification to revenue and
client mix, but it also raises execution and integration risk.

"The company has a leading market share in the fragmented IME
market in several countries. ExamWorks is the largest IME provider
in the U.S., the U.K., Australia, and Canada. We estimate
ExamWorks' U.S. IME revenue accounts for about 35% of total
revenue. The market for IMEs is highly fragmented with numerous
local competitors, but ExamWorks is one of the few companies with a
national footprint in the U.S. and has the largest physician
network, which allows the company to gain market share as large
national property and casualty insurers/third-party administrators
are gradually reducing the number of IME vendors they work with.
"The company enjoys long term tenure (10+ years) for its top 20
customers, and we expect the company will continue to cross-sell
additional services to these customers."

During the past five years, the company has entered the document
retrieval, peer review, and credit hire and repair businesses, and
continued to expand into the U.K., Australian, and Canadian markets
via various acquisitions. S&P believes these adjacent businesses
provide diversity and mitigate risks of potential declines or
disruption in individual markets, such as the potential for
lockdowns in a market and provides cross-selling opportunities.
However, further expansion could present integration challenges.

S&P said, "We expect the company to grow at a brisk pace this year
and next year, rebounding from the pandemic, but continue to expect
adjusted leverage to remain above 7x in 2021 and 2022. We do not
expect any meaningful deleveraging in the future given its
financial sponsor ownership. We expect mid-single-digit organic
revenue growth after 2022 as the company continues to gain share in
the IME segment and expand its services in the U.K., Australia, and
Canada. We expect EBITDA margins to increase in 2021 as the company
has reduced headcount during the pandemic but expect margins will
return to about 17%-18%, given inflationary pressures. It is also
unclear that the company can sustain the recently high margins it
has achieved, as it grows. We also expect free cash flow to be
about $100 million for 2021 and $80 million for 2022.

"The stable outlook reflects our expectation that ExamWorks will
continue to rebound from the pandemic and maintain stable margins.
It also reflects our expectation that leverage will remain high and
above 7x.

"We could lower the rating if ExamWorks' adjusted free cash flow to
debt declines to below 3%. This could be the result of additional
lockdowns from the pandemic, a weak recovery in key markets, low
courtroom activity, integration challenges, and/or increasing
competition. If organic growth flattens or declines and margins
contract, this could lead to free cash flow to debt declining to
these levels.

"We could raise the rating if the company demonstrates a track
record of deleveraging and provides a strong commitment to
sustaining adjusted leverage below 5.5x. However, we believe this
is unlikely in the near-term because of sponsor ownership."



ESCALON MEDICAL: Incurs $52K Net Loss in FY Ended June 30
---------------------------------------------------------
Escalon Medical Corp. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$52,023 on $10.47 million of net revenues for the year ended June
30, 2021, compared to a net loss of $650,280 on $9.40 million of
net revenues for the year ended June 30, 2020.

As of June 30, 2021, the Company had $5.68 million in total assets,
$4.22 million in total liabilities, and $1.46 million in total
shareholders' equity.

Marlton, New Jersey-based Friedman LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
Sept. 27, 2021, citing that the Company's significant accumulated
deficit and recurring losses from operations and negative cash
flows from operating activities in prior years 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/ix?doc=/Archives/edgar/data/862668/000086266821000013/esmc-20210630.htm

                           About Escalon

Headquartered in Wayne, Pennsylvania, Escalon Medical Corp.
operates in the healthcare market, specializing in the
development,
manufacture, marketing and distribution of medical devices for
ophthalmic applications.


ESCAPE VELOCITY: S&P Assigns 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Escape
Velocity Holdings Inc. (doing business as Trace3 Inc.).

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's $415 million senior secured
first-lien term loan due 2028. S&P will not be rating the $135
million senior secured second-lien term loan due 2029.

The stable outlook reflects S&P's expectation that leverage will
settle into the higher end of the 5x – 6.5x range by the end of
2022. This incorporates deleveraging from a debt-to-EBITDA ratio
above 7x at closing based on EBITDA growth, the realization of
synergies from recent acquisitions, and the conclusion of certain
elevated expenses.

Trace3, an Irvine, Calif.-based technology solutions partner to
enterprise and mid-market customers, is being acquired for
approximately $855 million.

Private equity sponsor American Securities LLC's funding for the
acquisition includes $415 million of new senior secured first-lien
term loan, and $135 million of new senior secured second-lien term
loan.

S&P is forecasting S&P Global Ratings-adjusted debt to EBITDA above
7x for 2021, which is elevated relative to the rating, but we
expect improving credit measures over the next 18 months.

Trace3 is well positioned in strong performing end market verticals
with 60% of revenue coming from the health care, technology, and
financial services segments, which have tended to outperform during
economic downturns. S&P said, "We expect enterprise customers to be
more resilient to economic disruption as well; however, these
customers tend to offer lower margins than the small to midsize
business segment. In our view, the company has well-positioned
solutions in hybrid cloud offerings and security and networking,
which supports our revenue growth forecast."

S&P said, "Nevertheless, as a sponsor owned company we expect
Trace3 to employ an aggressive financial policy. The company
employs an acquisitive growth strategy that could limit
deleveraging prospects during our forecast period, as demonstrated
by the acquisitions of Groupware in 2020, and Data Strategy in
2018. We are forecasting that the company will increase its organic
revenue by the mid-single-digit percent area over the next 12
months supported by strong demand for security and networking
products, in addition to high growth from managed services
offerings." The company has a combination of enterprise and
mid-market clients, with large enterprise customers contributing
roughly 65% of revenues, and the remainder coming from midsize
businesses.

Trace3's customer and geographic concentration constrains our
assessment of the business.

The company has some customer concentration within its top-10
customers. Additionally, the company has a high geographic
concentration in California, with 58% of revenue coming from the
Company's regions that are based in the state as of June 30, 2021.
The company's performance was heavily affected by shutdowns in this
region during the pandemic. Trace3 experienced 5.5% organic revenue
declines in 2020 as IT spending contracted, particularly for
digital infrastructure products such as servers and networking
equipment. S&P anticipates Trace3's customer base will resume
discretionary IT purchases and product upgrades given pent-up
demand and the more favorable economic landscape; however, risks
remain for additional economic shutdowns, particularly in
California, that could cause S&P to revise its revenue forecast.

Trace3 has a relatively small percentage of services revenue
compared to similarly rated peers.

Trace3 had roughly 13% of year-to-date (YTD) revenues coming from
services as of June 30, 2021, with roughly 20% of gross profit
being derived from services. Services revenue tends to be higher
margin in nature than solutions, with gross profit margins between
30% and 40%. Most revenue for Trace3 is project-based, and the
company does not have significant contractually recurring revenue,
because managed services offerings make up only 3% of gross profit.
Nevertheless, S&P forecasts high-single-digit growth for services
over the next 12-24 months, driven by cross-selling opportunities
in managed services, which will result in a modestly improved
revenue mix and margin profile for the business.

S&P said, "We expect EBITDA margins to improve by roughly 50 basis
points (bps) to 100 bps over the next 12-month period, driven by
the aforementioned revenue mix shift to services, the realization
of cost savings from the Groupware acquisition, and the conclusion
of some systems implementations expenses. The company incurred
additional expenses related to two enterprise resource planning
(ERP) software system implementations, with the initial transition
being unsuccessful, and a subsequent new version needing to be
installed. Partially offsetting our expectations for improving
margins are increasing wages for engineers, with roughly 3%-5% wage
increases expected and incorporated in our forecast. The company
employs greater than 400 engineers and has a 5:1 engineers-to-sales
ratio for its enterprise customers. Roughly half of Trace3's
engineers are full-time employees, with half being contracted
workers, giving the company some variability in their cost
structure. Trace3 could also face additional margin pressure over
our forecast period if the economic recovery is not as robust as
expected resulting in the potential for some customers to delay
their spending on complex installations, and possible supply chain
disruptions stemming from the global chip shortages that lead to
increased product costs."

Trace3 has a relatively small scale in the highly fragmented and
competitive industry for technology solutions and IT services.

The company is a value-added reseller (VAR) that derives 83% of its
revenue from product resale, such as servers, switches, routers,
and other IT infrastructure products. S&P views the company as
having limited pricing power given the commoditized and competitive
nature of some of its solutions. The company depends on the sale of
products from a number of key suppliers, such as Cisco Systems
Inc., Dell EMC (a subsidiary of Dell Technologies Inc.), Palo Alto
(not rated), Hewlett Packard Enterprise Co., and NetApp Inc., which
could cause earnings volatility if there is low adoption of new
products or longer refresh cycles. The company sources product both
direct from original equipment manufacturer (OEM) and using channel
distributors, with roughly two-thirds of product going through
distribution partners such as Arrow Electronics Inc. and Synnex
Corp. Using distributors offers the company some flexibility to
switch its product offerings, although we recognize the benefits of
direct OEM relationships because it has the potential to give
greater access to technical support, product access, and sales
incentives. Roughly 10% of Trace3's gross profit comes from
rebates, which can cause some earnings volatility based on
fluctuations with manufacturer rebate programs. Trace3's comparable
peers in the ratings category include Presidio LLC, ConvergeOne
Holdings Inc., and SCS Holdings I Inc. Trace3's EBITDA base is
smaller than that of its peers and it generates a smaller
percentage of revenue from services.

S&P said, "The stable outlook reflects our expectation that
leverage will settle into the higher end of the 5x – 6.5x range
by the end of 2022. This incorporates deleveraging from a
debt-to-EBITDA ratio above 7x at closing based on EBITDA growth,
the realization of synergies from recent acquisitions, and the
conclusion of certain elevated expenses.

"We could consider downgrading Trace3 within the next 12 months if
weak operating performance leads to sustained leverage above 6.5x
or free operating cash flow (FOCF) to debt in the low-single-digits
or below. This would likely occur due to decreased demand from its
customers or supply chain disruptions that result in margin
deterioration. We could also lower our rating if the company
pursues debt-financed acquisitions or shareholder returns."

S&P could upgrade Trace3 over the next 12 months if it demonstrates
the following:

-- Strong operating performance;

-- Sustained organic revenue growth in the high-single-digits or
above;

-- Improving EBITDA margins in the high-single digits or above;

-- Sustained leverage below 5x.

In this scenario, S&P would expect to see a higher percentage of
revenue coming from high-margin services offerings, improved
geographical footprint, as well as a consistent track record of
prudent financial risk and leverage management.



EVANGELICAL HOMES: Fitch Rates $33MM 2013 Revenue Bonds 'BB'
------------------------------------------------------------
Fitch Ratings has affirmed at 'BB' approximately $33 million of
series 2013 revenue bonds issued by the Michigan Strategic Fund and
the Economic Development Corporation of the City of Saline, MI on
behalf of the Evangelical Homes of Michigan Obligated Group (EHM
OG, dba EHM Senior Solutions). Fitch has also assigned EHM OG an
Issuer Default Rating (IDR) of 'BB'.

The Rating Outlook has been revised to Negative from Stable.

SECURITY

The bonds are secured by a pledge of unrestricted receivables of
the Obligated Group, a mortgage on the revenue-generating property
and structures on the three campuses, and two separate debt service
reserve funds.

ANALYTICAL CONCLUSION

The 'BB' rating reflects EHM's weakened operating performance
beginning in 2019 related to the write down of aged accounts
receivable, then continuing, although somewhat improving, through
2020 and 2021 due to pandemic-related challenges. EHM's business
profile attributes are midrange with historically strong occupancy
that has been impacted by the pandemic and which Fitch expects will
continue to rebound over the next year.

There is an asymmetric additional risk consideration related to the
lack of audited financial statements beginning in fiscal 2019. This
asymmetric risk does not impact the 'BB' rating but is captured in
the Negative Outlook. The Negative Outlook reflects continued
operating pressure and as-yet unresolved issues with bondholders
related to a covenant violation of maximum annual debt service
(MADS) coverage requirement, which is preventing the issuance of
audited financial statements. Continued negotiations have been
hampered by the pandemic. Management reports EHM is in compliance
for its yet-to-be audited fiscal 2021 year-end.

KEY RATING DRIVERS

Revenue Defensibility: 'bbb'

Occupancy Remains Challenged

EHM operates in a favorable market area around Saline, MI and the
broader Washtenaw County, but continues to experience significant
challenges regarding assisted living unit (ALU) and skilled nursing
facility (SNF) occupancy levels, which began with the pandemic.
Occupancy levels are beginning to return as pandemic-related
restrictions lift. Certain services including the adult day care
and the outpatient center only recently reopened. Completion of the
conversion to all private beds in the SNF rehabilitation unit is
expected to be completed in January and EHM expects swift ramp up
as they maintain strong referral relationships for this service.

Operating Risk: 'bb'

Improvement in Operations Expected

EHM's weak operating assessment reflects three years of challenged
but improving operations beginning with a significant ($7 million)
accounts receivable write off in 2019, then followed by the
challenges of the pandemic in 2020 and continuing. A MADS coverage
covenant breach in fiscal 2019 and negotiations for a permanent
resolution with bondholders have stalled due to the pandemic. EHM
was also not in compliance with MADS coverage in fiscal 2020, but
reports compliance in fiscal 2021. Audited financial statements
have not been issued since 2018 and will not likely be issued until
a permanent solution is in place, whether that be a forbearance
agreement or the conclusion from bond holders that one is no longer
necessary. Operating performance continues to improve and Fitch
expects EHM's operating ratio to stabilize around 100% beginning in
fiscal 2022.

Financial Profile: 'bb'

High Debt Load

EHM carries a high debt load with about $37 million in debt and a
pension obligation of about $9 million. Fitch expects leverage
metrics to remain weak but stable at with cash-to-adjusted debt of
just over 30%. No new debt is planned. EHMs liquidity profile has
rebounded but still presents an asymmetric risk with days cash on
hand of about 134 days (management calculation) in fiscal 2021.

Asymmetric Additional Risk Considerations

Fitch considers the lack of audited financial statements for the
past two years and the unresolved covenant violation to be an
asymmetric additional risk consideration for the rating. Although
circumstances regarding the delay in the resolution of the covenant
breach are partially pandemic related, Fitch considers that the
lack of audited statements presents an additional element of risk
and uncertainty.

RATING SENSITIVITIES

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

-- Sustained operating improvement with operating ratio at around
    100% and NOM at or above 3%;

-- Significant improvement in leverage position with cash to
    adjusted debt sustained at 40% or higher.

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

-- Failure to resolve outstanding forbearance agreement status
    with bondholders that continues to prevent issuance of audited
    financial statements, lack of audited financial statements for
    fiscal 2021 within the current fiscal year that end April 30,
    2022;

-- Unrestricted cash and investments deteriorate to where
    capital-related metrics and cash to adjusted debt no longer
    supports the current rating;

-- EMH fails to meet covenant requirements.

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.

EHM operates a SNF, a rehabilitation center (the Redies Center),
and a rental contract retirement community (Brecon Village), all in
Saline, MI. Additional operations include home care and home
support, senior housing, hospice care and memory support services
in southeastern Michigan.

EHM Senior Solutions (the consolidated system of which EHM OG is
the primary member) also includes non-obligated entities, namely
LifeChoice Solutions, providing at home life care. EHM's total
operating revenue measured about $34 million in unaudited fiscal
2021 (April 30 YE).

Revenue Defensibility

Occupancy levels at EHM were solid prior to the pandemic and ILU
occupancy held up through the pandemic with an average occupancy of
about 89% in both 2020 and 2021. ALU occupancy fell to 82% in
fiscal 2020 from about 95% and remains at about 87% for fiscal
2021. SNF occupancy continues to remain well below historical
levels and is currently around 62%, with memory care a bit stronger
at 88%. EHM is in the process of reconfiguring its SNF to include
16 new private beds and that should be completed by January and
improve census as the unstaffed double occupancy beds are retired.
EHM operates the only full-service rental life plan community (LPC)
in Washtenaw County, and competition stems primarily from two
competing independent living unit (ILU)/ALU facilities and three
skilled nursing facilities. One independent living competitor will
be adding assisted living and memory care over the next year.

Demographic indicators in Washtenaw County, which includes Ann
Arbor, are favorable with above average population growth and
income levels. The real estate market in the county is strong,
although, as a rental community EHM is somewhat insulated from real
estate trends.

Fitch views EHM's rates and affordability provide moderate price
flexibility, with rate increases that have typically been in the
3.5% range.

Operating Risk

EHM operates a SNF, a rehabilitation center, and a rental contract
retirement community. EHM also offers life care contracts through
its LifeChoices program for community residents who live in their
own homes, providing individual with home-based services as needed.
Existing life care contracts approximate just under 3% of net
revenues.

EMH demonstrates weak operating cost flexibility with an average
operating ratio of about 102%, and net operating margin (NOM) and
NOM adjusted of about 2% over the last five years, based on
internal financials for 2019 through 2021. Fiscal 2019 was a
particularly challenging year with an operating ratio of close to
110% and -5.4% NOM and NOM adjusted, primarily related to a $7
million write-off for receivables greater than 365 days. Operating
metrics improved since 2019, with an operating ratio of 101% and
NOM of 3.7%, in fiscal 2020 and an operating ratio of about 101%
and NOM of 4.8% in fiscal 2021 when including $4.0 million in PPP
loans.

EHM has not provided audited financial statements since 2018 as
they continue to work through a resolution related to the MADS
coverage covenant default, with MADS coverage of 0.4x in 2019 and
0.8x in fiscal 2020 compared to the coverage requirement of 1.2x.
The timing of the resolution is uncertain at this time as
discussions have been stalled due to the pandemic.

High levels of Medicaid at the SNF that are a significant
contributor to operating revenues is an asymmetric risk related to
the operating risk assessment.

Capex have been relatively light averaging under 90% of
depreciation since 2018, but with strong spending of over 200% in
2018. The average age of plant has increased to about 14 years as
of fiscal 2020, indicating additional spending may be needed in the
longer term.

MADS coverage was very low at 0.4x in fiscal 2019 (per management
calculation), resulting in a violation of the 1.2x minimum MADS
coverage covenant and related to a $7 million write-off for
receivables greater than 365 days. Operating improvement in fiscal
2020 resulted in better coverage of nearly 0.8x, but still below
covenanted level, and in fiscal 2021 coverage was 1.73x when
including the PPP loan.

Despite the manageable debt burden as reflected in MADS as a
percentage of revenue of around 7%, constrained cash flow has
weakened EHM's ability to comfortably service debt. Debt-to-net
available measured a high 20x in fiscal 2020 and 20.7x in 2021. All
debt is fixed rate. EHM has an underfunded defined benefit (DB)
Church pension plan. The funded status is low at 19% at FYE 2020
and the absolute value of the underfunded status (about $9 million
at FYE 2020) constrains financial flexibility.

Financial Profile

As of fiscal year-end 2021, EHM had approximately $15 million in
unrestricted cash and investments (including about $2.5 million
DSRF), representing 34% of adjusted debt of $43.7 million. EHM's
cash position was boosted with the receipt of approximately $4.0
million of proceeds from a PPP Loan that has been forgiven, and
stimulus relief under the CARES Act. YTD unrestricted cash has
increased to about $16.5 million.

EHM's financial profile is expected to remain consistent with a
'bb' assessment throughout its forward-looking stress case
scenario, which factors in an assumed degree of volatility in both
economic conditions and its business cycle.

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.


FFP HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to FFP
Holdings Group, Inc., the financial statement issuer.

S&P said, "In addition, we assigned a 'B-' rating ('3' recovery
rating) to the company's proposed $350 million senior secured
first-lien term loan due 2028 and a 'CCC' rating ('6' recovery
rating) to its $100 million second-lien term loan due 2029.

"The stable outlook reflects our expectation that over the next
year, the company will generate modest top-line and profit growth,
with adjusted leverage improving to 7.6x from 8.4x pro forma at
close."

Ardian US LLC will acquire a majority stake in U.S.-based food
ingredient company FFP Holdings Group Inc. (FFP), while MidOcean
Partners will hold the remaining stake.

S&P said, "Our ratings on FFP reflect its sponsor ownership,
aggressive financial policy, and high leverage pro forma for the
transaction.We estimate pro forma S&P Global Ratings-adjusted
leverage at transaction close will be around the mid-8x area. Given
year-to-date performance, we expect low-teens percent revenue
growth for the full year. This will be driven by volume growth, the
contribution from last year's Amelia Bay acquisition, and close to
20% EBITDA growth in 2021, including a strong second half. We
expect sales growth to moderate to mid-single-digit percentages and
EBITDA growth in the low-single-digit percentages. This is due to
the mix shift to lower-margin products (or new, start-up products
with lower margins) as well increases in both R&D and SG&A
spending. We expect adjusted leverage will improve to 7.6x by the
end of 2021 from 8.4x pro forma June 30, 2021, for the
transaction.

"We believe the company's financial policies are largely driven by
its financial sponsors Ardian and MidOcean Partners. While we do
not incorporate merger and acquisition activity into our forecast,
we believe FFP will maintain an appetite for acquisitions. We also
believe the sponsors would consider a dividend if the company
deleveraged significantly ahead of our expectations. Therefore,
while we expect credit metrics to improve moderately over time, we
believe the financial policies will likely prevent the company from
sustaining leverage below 5x for an extended period."

The ratings also reflect the company's small scale and scope,
narrow business and product focus, supplier concentration risk, raw
material volatility, and limited geographic presence. With about
$120 million of revenue for the 12 months ended June 30, 2021, the
company lacks meaningful scale and is narrowly focused in the niche
clean label cure industry. Its product portfolio mainly includes
clean label cures, which account for more than 70% of its overall
sales. The company remains a small participant compared to larger
and more established peers in the broader food and ingredient
industry. The other key market participants in the clean label cure
industry are Kerry and Diana. They and FFP account for 80%-90% of
the market share, and the remainder are small players. There is
risk that these competitors could increase their focus and
investment in the market to gain share.

The company's operating performance depends on the performance of
the meat companies and foodservice companies. Demand for its
products could be hurt by these companies underperforming or
reducing inventory levels and SKUs. In addition, with over 90% of
its total sales generated in the U.S., FFP lacks international
presence and diversification.

The company has a supplier concentration risk, as its main supplier
accounts for roughly half of total raw material sourcing costs.
Moreover, celery-based inputs are a critical component in FFP's
products. A supply-chain disruption, including an inability to
obtain ingredients and raw materials, could hurt the company's
financial metrics. Nevertheless, FFP has managed this risk fairly
well so far by holding a year of inventory on hand to mitigate any
potential disruptions. The company also tries to diversify its
supplier base and expand its sourcing alternatives.

FFP is susceptible to raw material and transportation cost
volatility, which could impair profitability if the company can't
pass potential cost increases through to customers. Raw material
sourcing could be affected by weather and precipitation patterns,
growing and harvesting conditions, and the frequency and severity
of extreme weather and natural disasters. To the extent such
climate change effects have a negative impact on crop size and
quality, it could affect the availability and pricing of products.
However, this volatility is partially offset by the company's
longstanding relationships with customers and fixed pricing through
multi-year contracts on some raw materials.

The company is also subject to regulatory requirements and industry
standards, including those regarding product safety, quality, and
environmental impact. If it fails to comply with these standards or
has any product-quality issues, it could incur significant costs
and suffer reputational harm, which could hurt operating results.

Nevertheless, FFP has a leading market position in the niche clean
label cure market, with compelling margins and R&D capability as
well as longstanding customer relationships.

FFP is the market leader in the niche clean label cure market with
a 45% market share, followed by Kerry and Diana (collectively
around 30%-40% market share). Adjusted EBITDA margins are strong,
mainly due to sourcing. FFP leverages an exclusive relationship
with its main supplier in Chile to purchase high volumes at a cost
advantage.

In addition, the company maintains longstanding customer
relationships with high customer retention, as FFP's ingredients
typically cost less than 5% of the finished product's COGS, and
customers are reluctant to undergo switching costs. More than half
of sales are under multi-year contracts. Its customer concentration
is modest, with its top customer accounting for less than 10% of
the company's total revenue and top 10 accounting for about 35% of
its total revenue.

Based on its track record, S&P believes FFP has effective R&D
capabilities and continues to innovate in the clean label cure
business. The company has launched its new alternative phosphate in
2020 and is onboarding new customers. In addition, it has internal
extraction and fermentation capabilities.

Increasing consumer awareness of health and wellness and natural
food ingredients provide an industry tailwind. Consumer preferences
and demands have been changing due to increasing awareness of
health and wellness and demands for more transparency and cleaner
labels with respect to product ingredients. For example, consumers
are rapidly shifting away from products containing artificial
ingredients to natural ingredients. S&P said, "Notwithstanding any
perceived health issues, we still expect the global meat market to
grow about 3% annually over the next few years, driven by
increasing meat consumption per capita and recovery from COVID-19
pandemic. We believe there is risk of bigger food and ingredient
players with much more scale and financial flexibility becoming
more aggressive, especially as the category grows."

S&P said, "The stable outlook reflects our expectation that over
the next year, the company will generate modest top-line and profit
growth, with adjusted leverage declining to 7.6x from 8.4x pro
forma at close."

S&P could lower the ratings if the company's profitability
deteriorates such that its EBITDA interest coverage approaches
1.5x, free cash flow weakens to breakeven levels, or S&P views the
capital structure as unsustainable. This could occur if the
company:

-- Experiences lower demand for its products due to increasing
competition;

-- Loses multiple key customers, potentially due to escalating
competition; or

-- Transacts large debt-financed dividends or acquisitions.

S&P could raise the ratings if the company sustains adjusted
leverage below 6.5x, which could occur if it:

-- Meaningfully outperforms S&P's expectation, driven by
increasing product volume;

-- Adopts a less-aggressive financial policy and there is a
commitment from the sponsors not to pursue debt-financed dividends
or acquisitions that would lead to a meaningful deterioration of
credit ratios; or

-- Significantly increases its scale and diversifies its product
offering and geographic exposure.



FORMETAL COMPANY: Gets Court OK to Hire Crabapple as Accountant
---------------------------------------------------------------
The Formetal Company, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Crabapple Financial Services, Inc. as its accountant.

Crabapple will represent the Debtor in accounting and financial
matters, including the preparation of quarterly and annual tax
returns.  The firm charges $300 per hour.

Todd Byars, an accountant at Crabapple, 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:

     Todd Byars
     12220 Birmingham Highway, Bldg. 30
     Milton, GA 30004
     Office: 770-667-0043
     Fax: 770-667-8905
     Email: mtbyars@crabapplecpa.com

                    About The Formetal Company

The Formetal Company, LLC is a Forest Park, Ga.-based company that
manufactures and distributes cold formed light gauge steel framing
used in the commercial construction of all types of buildings as
well as manufacturing companies.  

Formetal Company filed a petition for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 21-55029) on July 3, 2021, listing as much as $10
million in both assets and liabilities.  Robert H. Boyd, manager,
signed the petition.

Judge Paul W. Bonapfel oversees the case.   

Jones & Walden, LLC and Crabapple Financial Services, Inc. serve as
the Debtor's legal counsel and accountant.  


GENEVER HOLDINGS: Taps Former Judge as Sales Officer
----------------------------------------------------
Genever Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ former judge,
Melanie Cyganowski, Esq., as its sales officer.

The Debtor reached a proposed settlement with Pacific Alliance Asia
Opportunity Fund L.P. and Bravo Luck Ltd., establishing, inter
alia, a negotiated framework for the sale of its primary asset,
which consists of the 18th floor apartment and auxiliary units in
the Sherry Netherland Hotel in New York under the stewardship of a
sales officer to be employed by the Debtor.

On Sept. 1, 2021, the bankruptcy court issued a comprehensive
decision finding (i) that the settlement comfortably fell within
the range of reasonableness and was in the best interests of the
Debtor's estate; (ii) that the Debtor had the right under state law
to amend its operating agreement to appoint the sales officer; and
(iii) that the Debtor had the right to employ Ms. Cyganowski.

As sales officer, Ms. Cyganowski will oversee the sale of the
Debtor's primary asset; select the real estate broker; and oversee
the establishment of a marketing program and sales procedures that
are designed to maximize value of the asset.  She will be paid
$1,400 per hour.

Ms. Cyganowski disclosed in a court filing that she is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

Ms. Cyganowski can be reached at:

     Melanie L. Cyganowski, Esq.
     Otterbourg P.C.
     230 Park Avenue
     New York, NY 10169-0075
     Phone: 212-905-3677
     Email: mcyganowski@otterbourg.com

                       About Genever Holdings

Genever Holdings LLC is the owner of the entire 18th floor
apartment and auxiliary units in the Sherry Netherland Hotel
located at 781 Fifth Ave., New York

Genever Holdings filed its voluntary petition for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 20-12411) on Oct. 12, 2020,
listing $50 million to $100 million in both assets and liabilities.
Judge James L. Garrity, Jr. oversees the case.

Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP
serves as the Debtor's legal counsel.


GOLDEN 8 MAPLE: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: Golden 8 Maple LLC
        134-38 Maple Ave.
        Flushing, NY 11355

Business Description: Golden 8 Maple LLC is engaged in activities
                      related to real estate.  The Company owns
                      a real property located at 134-38 Maple
                      Ave., Flushing, NY valued at $22.5 million
                      (using potential transaction valuation
                      method).

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 21-42452

Judge: Hon. Jil Mazer-Marino

Debtor's Counsel: Sang J.. Sim, Esq.
                  SIM DEPAOLA, LLP
                  42-40 Bell Boulevard, Suite 405
                  Bayside, New York 11361
                  Tel: (718) 281-0400
                  E-mail: psim@simdepaola.com

Total Assets: $22,691,000

Total Liabilities: $28,408,091

The petition was signed by Xiangyu Cao as managing member.

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

https://www.pacermonitor.com/view/3775SQA/Golden_8_Maple_LLC__nyebke-21-42452__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Ceng, Kuen                      Personal Loans         $215,000
11 Rowe Pl
Hyde Park, NY 11040
Tel: 917-892-8180
Email: Kuenceng@yahoo.com

2. Chen, Shixing & Yang, Yuqin     Personal Loans         $212,000
130 Macintosh Court
Cranberry Twp. PA 16066
Ye, Shanlin
Tel: 724-601-8311
Email: awye52@gmail.com

3. Chen, Guihua                    Personal Loans         $167,455
152 Arbor Village Dr.
Poole, GA 31322
Tel: 646-250-8573
Email: Chengguihua2800@gmail.com

4. Han, De X                       Personal Loans         $217,150
64 East Broadway Apt. 5
New York, NY 10002
Email: dexinghan72@gmail.com

5. Lin, Bi Qing                    Personal Loans         $203,300
133-33 Sanford Ave., Apt6C
Flushing, NY 11355
Tel: 516-587-3165
Email: Katielin8866@icloud.com

6. Lin, Jia R                      Personal Loans          $41,600
54 Pinelake Dr.
Williamsville, NY 14221
Tel: 716-390-5329
Email: Jr116888@gmail.com

7. Lin, Xiao M.                    Personal Loans         $139,100
6123 Twin Bridges Dr.
Zephyrhills, FL 43541
Tel: 813-782-9299

8. Lin, Ying                       Personal Loans          $66,661
104-23 88 Ave. 1F
Richmond Hill, NY 11418
Tel: 347-879-1674
Email: Daniellin1688@yahoo.com

9. Zheng, Dong X                   Personal Loans          $42,800
30845 Woolley Ct.
Wesley Chapel, FL 33543
Tel: 352-346-2212

10. Zheng, Jiwei                   Personal Loans          $85,600
350 N Guadalupe St.
San Marcos, TX 78666
Tel: 631-264-9124
Email: jlweizheng@yahoo.com

11. Zheng, Ling                    Personal Loans          $99,510
134-38 Maple Ave., Apt. 4B
Flushing, NY 11355

12. Zheng, Ri Rui                  Personal Loans         $105,040
3 Majestic Dr.
Dix Hill, NY 11746
Email: Zhengeyi@gmail.com

13. Zheng, Quan Qing               Personal Loans          $78,645
3754 Landon Ct.
Gulf Breeze, FL 32563
Tel: 850-736-7275
Email: quanjames3757@yahoo.com

14. Zheng, Zengwen                 Personal Loans         $180,830
78 Botolph St.
Quincy, MA 02171
Tel: 646-267-7188


HEARTWISE INC: Nov. 10 Hearing on 100% Plan Set
-----------------------------------------------
Heartwise, Inc., submitted a First Amended Chapter 11 Plan of
Reorganization and a corresponding Disclosure Statement.

The Court has approved the First Amended Disclosure Statement and
set a Nov. 10, 2021 hearing to consider confirmation of the Plan.
Objections to confirmation are due Oct. 15.

The Debtor, through the Plan, shall pay allowed claims of the
Debtor's estate, in full, on the Effective Date, from 4 sources:

   * First, Robinson and Alpha are in possession of prepetition
deposits.  On the Petition Date, Robinson had a deposit totaling
$3.5 million.  Upon approval of the 503(b)(9) Motion, Robinson
applied $823,392 against the $3.5 million deposit, leaving a
balance of $2,676,608.  Robinson's prepetition claim was $940,864.
After payment of its 503(b)(9) claim, Robinson's remaining claim is
$117,472.  After applying the deposit to its outstanding
prepetition claim, Robinson will return to the Debtor $2,559,136.
Alpha's prepetition deposit totals $700,000. Alpha also has a
prepetition claim totaling $497,991.  After applying the deposit to
its outstanding prepetition claim, Alpha will return to the Debtor
$202,009.

   * Second, there will be a new value injection by Earnesty and/or
Doyle of $9,425,855.

   * Third, the Debtor will have approximately $3.6 million in cash
on the Effective Date that will be partly used to pay
pre-confirmation creditors.

   * Fourth, the Law Offices of Michael Jay Berger was in
possession of a prepetition retainer totaling $14,762 on the
Petition Date. This Court allowed $8,205 in interim fee requests
for the Law Offices of Michael Jay Berger during the pendency of
this Case, thereby leaving a total of $6,557.

The Debtor believes the estate has the following claims: (1)
outstanding priority tax claims of $308,693; (2) administrative
expense priority claims of approximately $637,000; and (3)
unsecured claims of $14,754,667.23 (excluding the claims of
Robinson and Alpha, which will be offset from the prepetition
deposits they are each in possession of). Therefore, the Debtor
believes that the total amount of claims that will be asserted
against its estate will be $15,700,360 (again, excluding the
prepetition claims of Robinson and Alpha). The total cash that will
be available to fund immediate payments on the Effective Date will
be no less than $15,793,557.17, which amount will allow the Debtor
to repay creditors in full, on the Effective Date.

The Plan requires a new value contribution of its current equity
holders. All equity interests as of the Petition Date will be
cancelled, and new shares shall be issued in the Reorganized Debtor
based on Earnesty's and Doyle's new value contributions.
Specifically, the new value contribution will total $9,425,855.
Earnesty will be entitled to 51% of the shares in the Reorganized
Debtor should it contribute $4,807,186 of the new value, and Doyle
will be entitled to 49% of the shares in the Reorganized Debtor
should he contribute $4,618,669 of the new value. If either
Earnesty or Doyle is unable to meet the new value contribution
share as outlined, the other party may purchase the entirety of the
Reorganized Debtor's equity for $9,425,854.69.

The Plan calls for payment in full of allowed claims, and so no
ballots are accompanying the Plan.  Therefore, while the Court has
established Oct. 15, 2021 as the deadline for creditors to submit
ballots on the Plan, the Debtor will not be requesting any voting
on the Plan.

General Insolvency Counsel for Heartwise, Inc.:

     Ronald A. Clifford
     R. CLIFFORD & ASSOCIATES
     1100 Town and Country Rd., Suite 1250
     Orange, California 92868
     Telephone: (949) 533-9774
     E-Mail: RAC@RCliffordLaw.com

A copy of the Disclosure Statement dated September 22, 2021, is
available at https://bit.ly/3AGh5VI from PacerMonitor.com.

                      About Heartwise Inc.

Heartwise Incorporation -- https://www.naturewise.com/ -- is a
retail store that sells wellness and health related supplements.

Heartwise filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-13335) on Dec.
4, 2020.  Tuong V. Nguyen, chief executive officer, signed the
petition.  In its petition, the Debtor disclosed $7,653,717 in
assets and $12,030,563 in liabilities.

Judge Mark S. Wallace oversees the case.

The Law Offices of Michael Jay Berger and Trojan Law Offices serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.


HELIOS AND MATHESON: Chain's $15M Claim vs. MoviePass Survives
--------------------------------------------------------------
Vince Sullivan of Law360 reports that a New York bankruptcy judge
ruled that a movie theater chain's $15.5 million claim for a
contract breach by bankrupt film ticket subscription service
MoviePass is allowed in the company's Chapter 7 cases because it
approximates the actual losses suffered by the chain.

In an opinion issued Friday, September 24, 2021, U.S. Bankruptcy
Judge David S. Jones said MoviePass failed to perform under a
contract with Landmark Theatres to provide discounted tickets to
subscribers for movies exhibited by Landmark, and that Landmark's
asserted $15.5 million claim for losses from the contractual breach
is valid.

                About Helios and Matheson Analytics

Helios and Matheson Analytics, a/k/a MovieFone, owns the defunct
MoviePass cinema-subscription service.  Helios and Matheson
Analytics, Inc. and certain of its affiliates filed voluntary
petitions for Chapter 7 relief (Bankr. S.D.N.Y. Lead Case No.
20-10242) on Jan. 28, 2020. The other debtors are Zone
Technologies, Inc. a/k/a Red Zone, a/k/a Zone Intelligence; and
MoviePass, Inc. Alan Nisselson was appointed Chapter 7 Trustee.

Bankruptcy Judge David S. Jones presides over the cases.

Counsel for Alan Nisselson, Chapter 7 Trustee:

     Ben J. Kusmin, Esq.
     WINDELS MARX LANE & MITTENDORF, LLP
     156 West 56th Street
     New York, NY 10019
     Tel: (212) 237-1169
     Fax: (212) 262-1215
     E-mail: bkusmin@windelsmarx.com


HELIUS MEDICAL: CEO Holds 12.3% of Class A Shares
-------------------------------------------------
Dane C. Andreeff disclosed in an amended Schedule 13D filed with
the Securities and Exchange Commission that as of Sept. 15, 2021,
he beneficially owns 307,897 shares of Class A common stock, par
value $0.001, of Helius Medical Technologies, Inc., which represent
12.3 percent of the shares outstanding.  Maple Leaf Capital I, LLC
also reported beneficial ownership of 146,816 Class A shares
representing 6.3% of the shares outstanding.

The percentage is based on 2,317,772 shares of common stock
outstanding as of Aug. 6, 2021 as reported in Helius' Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2021
filed with the SEC on Aug. 12, 2021.

Mr. Andreeff is the president and chief executive officer of
Helius, and the managing member of Maple Leaf Capital.  Maple Leaf
Capital purchases, holds and sells securities and other investment
products.

A full-text copy of the regulatory filing is available for free
at:

https://www.sec.gov/Archives/edgar/data/1201810/000156459021048230/hsdt-sc13da.htm

                        About Helius Medical

Helius Medical Technologies -- http://www.heliusmedical.com-- is a
neurotech company focused on neurological wellness.  Its purpose is
to develop, license or acquire non-invasive technologies targeted
at reducing symptoms of neurological disease or trauma.

Helius Medical reported a net loss of $14.13 million for the year
ended Dec. 31, 2020, compared to a net loss of $9.78 million for
the year ended Dec. 31, 2019.  As of June 30, 2021, the Company had
$10.72 million in total assets, $2.35 million in total liabilities,
and $8.37 million in total stockholders' equity.

Philadelphia, Pennsylvania-based BDO USA, LLP issued a "going
concern" qualification in its report dated March 10, 2021, citing
that the Company has incurred substantial net losses since its
inception, has an accumulated deficit of $118.9 million as of
Dec. 31, 2020 and the Company expects to incur further net losses
in the development of its business.  These conditions raise
substantial doubt about its ability to continue as a going concern.


HERALD HOTEL: $51M Sale to Burnett to Fund Plan
-----------------------------------------------
Herald Hotel Associates, L.P., submitted a First Amended Disclosure
Statement to accompany First Amended Plan of Reorganization.

The Plan incorporates and is predicated upon the closing of a
transaction set forth in the Membership Interest Purchase Agreement
dated July 19, 2021 as amended by a certain Reinstatement and
Second Amendment to Membership Interest Purchase Agreement dated
September 15, 2021 between the Debtor's Equity Interest Holders and
WDCO NYC 001 LLC, an entity owned and/or controlled by Burnett, a
private equity group based in Oklahoma, whereby the Debtor will
contribute certain personal property and FF&E necessary to operate
the Hotel and assume and assign the Ground Lease to a new entity
(owned and/or controlled by Burnett) which will then own and
operate the Debtor's Hotel. The total purchase price is $55.5
million of which $4 million has been deposited.

The net cash consideration (approximately $51 million) received by
the Debtor's Equity Interest Holders from closing the Membership
Interest Purchase Agreement will be utilized to fund the Debtor's
Plan which provides for the full payment plus interest of all
Allowed Claims, including all Secured Claims, Unsecured Claims,
Priority Tax Claims, or Priority Claims.

                      Settlement with Landlord

After extensive negotiations, the Debtor and the landlord were able
to reach an agreement which provided that commencing with the
November 2020 rent payment, the Debtor was only required to pay the
monthly real estate tax escrow plus ground rent of $90,000 per
month which was approximately $247,000 less than the contract
monthly rent. The Debtor and the landlord further agreed the
Debtor's time to assume or reject the Ground Lease was extended to
December 31, 2021 and the Debtor would be entitled to cure all
arrears under the Ground Lease over a 36 month period unless the
Debtor was able to sell or refinance the Hotel. The Bankruptcy
Court approved this agreement on October 20, 2020. The Debtor and
the landlord entered into an amendment modifying the agreement and
deferring the bulk of the rent for the month of October 2021. The
Bankruptcy Court approved this amendment by stipulation and order
dated September 1, 2021.    

                        Union Settlement

After extensive negotiations and with the assistance of the
Debtor's special labor counsel, the Debtor and the Union were able
to reach an agreement pursuant to which the Debtor will offer 20
days of pay per year for service at the Hotel to Union employees
(the "Enhanced Severance"). Pursuant to the settlement, Union
employees who accept the Enhanced Severance shall receive 50% of
such Enhanced Severance within two weeks following confirmation of
the Plan.

The Debtor shall contribute $4.3 million of the monies required to
fund the Union Settlement Agreement via a deduction from the
Purchase Price set forth in the Membership Interest Purchase
Agreement. Either the Disbursing Agent or the Purchaser shall
distribute the $4.3 million as per the Union Settlement Agreement.
The Purchaser shall be responsible to pay all monies required to
fund the Union Settlement Agreement other than the $4.3 million
contributed by the Debtor. The Bankruptcy Court approved the Union
Settlement Agreement by order dated July 28, 2021.

                             Sale of Hotel

Shortly after the Petition Date, the Debtor's Equity Interest owner
and management began the process of soliciting interest in the
Hotel for sale or potentially entering into a joint venture with
new investors. The Debtor ultimately determined to retain Marcus
Millichap as a broker to market the Hotel to potential buyers
and/or investors. After an extensive marketing process and
receiving various offers for either an outright sale of the Hotel
or a joint venture transaction, the Debtor's management selected an
offer from Burnett to purchase the Hotel for approximately $52
million in cash with the Debtor's Equity Interest Holders retaining
a 20% ownership position in the entity acquiring the Hotel.

The Debtor and Burnett entered into the Membership Interest
Purchase Agreement and a Contribution Agreement on July 19, 2021.
Burnett deposited $1 million with the title company which was
completely refundable should Burnett have elected not to proceed to
closing. Burnett was unsatisfied after performing its initial due
diligence. Burnett requested a two-week extension of the due
diligence period to through and including August 31, 2021. The
Debtor accommodated Burnett's request. Burnett requested a further
extension of the due diligence period, but the Debtor and Burnett
were unable to agree upon the terms of such extension. As such, the
Membership Interest Purchase Agreement was terminated effective
September 1, 2021, and Burnett was entitled to a return of the $1
million deposit. Between September 1, 2021, and September 15, 2021,
the Debtor and Burnett were able to negotiate and enter into a
Reinstatement and Second Amendment to the Membership Interest
Purchase Agreement (the "Second Amendment").

Pursuant to the Second Amendment, the Contribution Agreement was
terminated, and the Membership Interest Purchase Agreement was
amended to provide for an outright sale of the Debtor's interest in
the Ground Lease and the personal property and FF&E previously set
forth in the Contribution Agreement for an all-cash Purchase Price
of $55,500,000.00 of which $4 million has already been deposited as
the Initial Deposit and Additional Deposit. The Second Amendment
provides for a closing of October 20, 2021, but no later than the
later of October 29, 2021, or three days after entry of Court
approval and Ground Lessor approval.

The Debtor's Equity Interest Holders have entered into the
Membership Interest Purchase Agreement. Pursuant to the Membership
Interest Purchase Agreement, the Debtor's Ground Lease, and
substantially all of the tangible and intangible assets will be
transferred to the Purchaser, a newly formed entity which will then
own and operate the Hotel. The Debtor's Equity Interest Holders
shall receive net Sale Proceeds of approximately $51,000,000 in
cash at closing. The cash consideration will be utilized to fund
the Plan, including the cure payments to the landlord necessary to
assume and assign the Ground Lease to the Purchaser.

The Bankruptcy Court has scheduled a combined hearing to consider
approval of the Disclosure Statement and Confirmation of the Plan
for October 20, 2021.  

A full-text copy of the First Amended Disclosure Statement dated
Sept. 23, 2021, is available at https://bit.ly/3kHy1pf from
PacerMonitor.com at no charge.  

Attorneys for the Debtor:
    
     Scott S. Markowitz, Esq.
     Alex Spizz, Esq.
     Rocco Cavaliere, Esq.
     Tarter Krinsky & Drogin LLP
     1350 Broadway, 11th Floor
     New York, NY 10018
     Telephone: (212) 216-8000
     Email: smarkowitz@tarterkrinsky.com
            aspizz@tarterkrinsky.com
            rcavaliere@tarterkrinsky.com

                    About Herald Hotel Associates

Herald Hotel Associates, L.P., is a New York limited partnership,
owns and operates a full-service hotel located on 32nd Street and
Broadway in Manhattan known as the Martinique New York on Broadway.
The Debtor filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20 12266) on Sept.
22, 2020.

Judge Shelley C. Chapman oversees the case.

Tarter Krinsky & Drogin LLP serves as the Debtor's bankruptcy
counsel.  The Debtor also tapped Ellenoff Grossman & Schole LLP as
its special labor counsel, replacing Kane Kessler, PC.


IDEANOMICS INC: BDO USA Replaces BF Borgers as Accountant
---------------------------------------------------------
Ideanomics, Inc. dismissed BF Borgers CPA PC as the Company's
principal accountants.  The reports by BFB on the Company's
consolidated financial statements for the fiscal years ended Dec.
31, 2020 and 2019 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.  For the year
ended Dec. 31, 2019, BFB's report included a report on the
effectiveness of the Company's internal control over financial
reporting.  The dismissal of BFB was approved by the Audit
Committee of the board of directors of the Company.

The Company disclosed that during the fiscal years ended Dec. 31,
2020 and 2019, and through Sept. 24, 2021, there have been no
"disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K
and related instructions) with BFB on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the
satisfaction of BFB would have caused BFB to make reference thereto
in its reports on the consolidated financial statements for those
years.

On Sept. 24, 2021, the Company engaged BDO USA, LLP as the
Company's new independent registered public accounting firm,
effective immediately, to perform independent audit services for
the fiscal year ending Dec. 31, 2021.  The decision to appoint BDO
was approved by the Audit Committee.  During the fiscal years ended
Dec. 31, 2020 and 2019 and through Sept. 24, 2021, neither the
Company, nor anyone on its behalf, consulted BDO regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the consolidated
financial statements of the Company, and no written report or oral
advice was provided to the Company by BDO that was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a
"reportable event" (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).

                         About Ideanomics

Ideanomics is a diversified solutions provider for electric
mobility.  The company provides turn-key vehicle, finance and
leasing, and energy management services for commercial fleet
operators.  The Company is headquartered in New York, NY, with
operations in the U.S., China, Ukraine, and Malaysia.

Ideanomics reported a net loss of $106.04 million for the year
ended Dec. 31, 2020, compared to a net loss of $96.83 million for
the year ended Dec. 31, 2019.  As of June 30, 2021, the Company had
$698.05 million in total assets, $145.39 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, $7.72 million in redeemable non-controlling interest, and
$543.68 million in total equity.


IMERYS TALC: Cyprus Can't Intervene in Fight, J&J Says
------------------------------------------------------
Johnson & Johnson told a Delaware bankruptcy judge that Cyprus
Mines Corp. shouldn't be able to intervene in the dispute between
Imerys Talc America and Johnson & Johnson in the Chapter 11 case of
Imerys Talc America because the court doesn't have jurisdiction
over the contractual disputes between  two non-debtor entities.

In its objection late Friday, Sept. 24, 2021, J&J asserts that the
motion of Cyprus Mines Corporation and Cyprus Amax Minerals Company
to intervene in the adversary proceeding Imerys Talc America vs.
Johnson & Johnson should be denied.  J&J asserts that the Cyprus
entities cannot show that they are entitled to an unlimited right
to intervene under Federal Rule of Civil Procedure 24(a)(1) or
24(a)(2), nor should the Court permit them to intervene under
Federal Rule of Civil Procedure Rule 24(b).

"As outlined in J&J's Motion to Dismiss the Cyprus Adversary
Complaint, the claims that the Cyprus Entities seek to assert
against J&J in the Imerys Adversary Proceeding are contractual
claims governed by state law, not the Bankruptcy Code.  And neither
of the Cyprus Entities are debtors in the Imerys bankruptcy, nor is
J&J.  Thus, the Cyprus Entities' claims against J&J do not arise
under the Bankruptcy Code nor arise in a bankruptcy case, and are
not core claims.  See In re Exide Techs., 544 F.3d 196, 206 (3d
Cir. 2008) (to determine if a claim is a core claim, courts look to
the "illustrative list of 'core' proceedings found in Sec.
157(b)(2)" and then assesses  whether the claims "invokes a
substantive right provided by title 11," or constitutes "a
proceeding, that by its nature, could arise only in the context of
a bankruptcy case") (citation omitted)", J&J said in the court
filing.

The case is Imerys Talc America, Inc. et al v. Johnson & Johnson et
al. Adv. Pro. No. 21-ap-51006 (In re Imerys Talc America Inc., et
al. Bankr. D. Del. Lead Case No. 19-10289).

                        Cyprus vs. J&J

On Jan. 6, 1989, Cyprus purchased J&J's talc business, including
Windsor Minerals, Inc., through a Stock Purchase Agreement (the
"1989 SPA").  Under the 1989 SPA, J&J agreed to indemnify Cyprus
for product liability claims relating to the talc or
talc-containing products manufactured or sold by Windsor or J&J
prior to the closing of the 1989 SPA.  In 1992, Cyprus transferred
all of its assets and liabilities in its talc business to an entity
called Cyprus Talc Corporation ("CTC") under an Asset Transfer
Agreement (the "1992 ATA").  Immediately after Cyprus transferred
all of its talc-related business to CTC, it sold all of the stock
of CTC to RTZ America, Inc. ("RTZ"), making RTZ the new owner of
CTC, including all of its business, assets, and liabilities.

According to J&J, the conduct of Cyprus and CAMC for the 28 years
following the sale of Cyprus's talc business to RTZ in 1992
confirms that Cyprus transferred any indemnity rights it had under
the 1989 Agreements when it sold its talc business to RTZ.  As talc
litigation increased over the years, and Cyprus faced an increasing
number of claims, it did not turn to J&J to indemnify it. Rather,
Cyprus consistently looked to Imerys for indemnification.  Only
after Imerys filed for bankruptcy and refused to continue to accept
Cyprus's tenders of talc claims did Cyprus, for the first time in
28 years, decide to claim that J&J still owed it an indemnity
obligation.

The Cyprus Entities commenced their own adversary proceeding
(Adversary Proceeding No. 20-50625) against J&J on June 15, 2020,
alleging the same claims that they now want to assert in their
Complaint in Intervention in the Imerys Adversary Proceeding.  In
the Cyprus Adversary Complaint, the Cyprus Entities sought
declaratory judgments that J&J owed the Cyprus Entities an
indemnity obligation for talc claims under the 1989 Agreements, and
sought damages for J&J's alleged breach of the 1989 Agreements.

                    About Johnson & Johnson

Based in Skillman, New Jersey, Johnson & Johnson Consumer Companies
Inc. engages in the research and development of products. The
Company provides products for newborns, babies, toddlers, and
mothers, including cleansers, skin care, moisturizers, hair care,
diaper care, sun protection, and nursing products.
                           *    *    *

Johnson & Johnson has chosen law firm Jones Day to advise it as it
explores placing a subsidiary in bankruptcy to settle thousands of
personal injury claims linking talcum-based baby powder to cancer,
Dow Jones reported.

Faced with more than 34,000 ovarian cancer lawsuits, J&J has told
attorneys for the victims that the company is actively exploring
options to transfer its potential talc-related liabilities --
valued at approximately $24 billion -- to a stand-alone subsidiary
and seek bankruptcy protection for that business entity.

Under a scheme known in legal circles as the "Texas Two-Step,"
economically viable companies can incorporate in Texas and then
transfer liabilities to another entity with limited assets.
Attorneys for ovarian cancer claimants have sought a TRO, arguing
that the bankruptcy strategy violates fraudulent conveyance laws in
New Jersey and most other states.

                    About Imerys Talc America

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

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

Judge Laurie Selber Silverstein oversees the cases.

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

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


INGRAM MICRO: Fitch Affirms 'BB-' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Ingram Micro, Inc. (IM) Long-Term Issuer
Default Ratings (IDRs) at 'BB-' due to the company's consistent
operating results in line with Fitch's initial rating case model.
Fitch also took other actions based on its updated "Corporates
Recovery Ratings and Instrument Ratings Criteria," dated April 9,
2021.

Fitch has upgraded Ingram's senior secured ABL revolving credit and
term loan facilities to 'BB+'/'RR1' from 'BB'/'RR1' due to the
their structurally superior position benefitting from a first lien
on borrowing base collateral.

Fitch has upgraded Ingram's senior secured term loan B and senior
secured notes and revised the Recovery Ratings to 'BB+'/'RR2' from
'BB'/'RR1' due to their structurally junior position relative to
the ABL facilities.

Fitch has also removed the entities from Under Criteria Observation
(UCO).

KEY RATING DRIVERS

Market Leadership and Scale: IM is one of the largest global
technology distributors, offering customers and suppliers a global
footprint that optimizes logistics and enables suppliers to reach
fragmented demand. IM's large scale with revenue of nearly $50
billion is likely to sustain its leadership position due to a broad
product portfolio and an extensive distribution footprint that
would be difficult to replicate given the fragmented nature of its
customer base.

High FCF Scale and Low Capital Intensity: IM has generated nearly
$2 billion of pre-dividend FCF and average FCF margins of 1.3% over
the most recent two-year period as weak macro conditions enabled a
reduction in working capital of approximately $700 million,
demonstrative of the company's counter-cyclical FCF profile.
Similarly, while the current strong demand environment would
normally necessitate investment into working capital, the
broad-based shortages of technology product has limited inventory
purchases, allowing Ingram to capture significant demand upside,
while generating elevated FCF than what is typically characteristic
of this phase of the cycle.

In addition, while the company has historically averaged break-even
FCF over a cycle, Fitch expects EBITDA margin expansion resulting
from improved geographic and product mix, along with low capital
intensity of .3%, to lead to increased average FCF margins over the
course of future cycles. Fitch believes the financial flexibility
provided by the high absolute scale of FCF is strong for the rating
category.

Countercyclical FCF: IM possesses strong financial flexibility,
supported by its counter-cyclical FCF profile where rapid
contraction in working capital in response to periods of decreased
demand leads to elevated FCF. During the weakening demand
environment that began in late 2019 and extended into 2020 as the
pandemic unfolded, Ingram experienced a 180 bps expansion in FCF
margins to 2.2%, leading to a five-fold increase in aggregate FCF
to over $1 billion. IM's ability to sustain debt servicing capacity
with improved FCF through a downturn supports its stable credit
profile.

New Ownership Improves Growth Prospects: IM's prior ownership
structure under Chinese conglomerate HNA Group included onerous
provisions that often limited the company's ability to invest in
certain growth opportunities. Specifically, the U.S. Committee on
Foreign Investment (CFIUS) requirement that IM remain a standalone
operating company prevented the deeper cooperation with HNA needed
to capture an increased share of Chinese suppliers and customers.
In addition, HNA's credit agreement and increasingly stressed
operations also prevented IM from using its own balance sheet to
pursue growth. Fitch expects the new U.S.-domiciled ownership by
Platinum should allow IM pursue acquisition targets and to capture
previously missed growth opportunities, including domestic sales
into sensitive product areas.

Uncommitted Financial Policies: IM has been acquired by private
equity sponsor, Platinum Equity Partners, in a transaction that
valued the company at $7.2 billion, equivalent to a transaction
multiple of 6.3x adjusted LTM EBITDA. Fitch does not expect the new
ownership to commit to any formal financial policy and cannot be
certain of Platinum's leverage tolerance over the ratings horizon.
Fitch forecasts fiscal 2021 leverage of 5.0x, pro forma for
estimated outstanding balances on the company's A/R factoring
facility and the announced financing terms. Fitch forecasts minimal
reduction in leverage to 4.5x over the ratings horizon due to the
absence of a commitment to prepay debt and a modest EBITDA growth
opportunity.

Narrow Profitability Margins: IM's EBITDA margins have consistently
ranged from 1.5% to 2% during the previous four-year period. While
improved mix has led to margin expansion to 2.3% in 2020, the
narrow margins may lead to deteriorating leverage metrics during
cyclical downturns. During the 2009 downturn, EBITDA declined by
29%, which would have resulted in a .4x increase in leverage had
the company not reduced debt by $100 million in the previous year.
Fitch believes the narrow margins and potential for rapid profit
deleverage can amplify deterioration in leverage metrics through a
cycle.

Limited Pricing Power: IM relies on its top suppliers for
approximately one half of product dollar volume sold, which results
in limited pricing power and margin expansion opportunities as
suppliers typically dictate margin terms. Despite the supplier
concentration, Fitch believes the risk of supplier loss is
mitigated due the company's scale, which provides suppliers with
access to broad-based demand.

Evolving Demand Environment: Emerging technology trends present
risks and opportunities that the company must successfully
navigate. Cloud software and hyper-converged infrastructure are
deflationary for overall hardware demand, but may present IT
distributors with new opportunities in services, software
distribution and "hardware-as-a-service." New sources of demand
from Automotive, Industrial and IoT present opportunities to expand
into new end-markets. Customer consolidation presents risks of
reduced need for distributors as clients go direct to vendors. IM
is likely to benefit from these trends relative to peers given its
leading market position, but execution risks are elevated.

DERIVATION SUMMARY

IM is a leading IT distributor rated by Fitch with a strong,
defensible market position in target vertical markets. The company
serves a vital role in the value chain and has achieved critical
mass that contributes to a defensible market position over the long
term. In particular, the company's extensive geographic footprint,
strong market presence and large customer base attracts suppliers
that hope to quickly gain access to demand, ensuring a continuous,
broad supplier base and comprehensive product offering. Dependable
global access to these products as well as value-added services
appeals to customer needs for a one-stop shop that can serve their
operation. Fitch estimates a number one global market share for IM,
which primarily competes against companies such as Tech Data and
SYNNEX Corporation.

Fitch compares IM to direct competitor, TD SYNNEX (BBB-/Stable), as
well as Fitch-rated peers Arrow Electronics, Inc. (BBB-/Stable) and
Avnet, Inc. (BBB-/Stable), which have moderate product overlap.
Fitch estimates fiscal 2021 leverage of 5.0x well above the peer
average of 2.6x and Fitch's typical sensitivity range of 2.0x-3.0x
for investment grade IT Distributors. Fitch does not expect the
company's new ownership, PE firm Platinum Equity Partners, to
commit to any formal financial policies and cannot be certain of
Platinum's leverage tolerance over the ratings horizon. Fitch
believes Ingram has little opportunity for deleveraging in the
intermediate term absent voluntary debt prepayments, due to a
limited EBITDA growth profile and an eventual need for increased
working capital investment to support the improving demand
environment as the impacts of the pandemic gradually subside.

Fitch forecasts that the company's EBITDA margins will remain
largely in line with the most recent three fiscal years, ranging
2.1%-2.3% over the forecast horizon, as pricing power and margin
expansion opportunities are constrained by the relative strength of
suppliers' bargaining power. Ingram's margins are somewhat below TD
SYNNEX at 2.5-3.0% and the peer median at 4%. In addition, FCF
margins that average slightly above break-even over a cycle are in
line with the long-term break-even FCF of peers but below the
low-single digit level of TD SYNNEX.

Fitch believes a 'BB-' IDR is warranted as the company's defensible
market leadership position and strong financial flexibility are
weighed against elevated leverage and operating metrics that are
lower than peers. Additionally, the ratings reflect the company's
unreplicable operating footprint and favorable long-term demand
trends, and overall scale while ratings constraints include the
company's constrained pricing power and narrow margin profile.

No country-ceiling, parent/subsidiary or operating environment
aspects impact the rating.

KEY ASSUMPTIONS

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

-- Elevated revenue growth in fiscal 2021, returning to growth of
    2.5%-3.0% per annum, due to increased advanced solutions
    sales, demand for e-Commerce fulfilment offering, and cloud
    product sales;

-- EBITDA margin of 2.1% in 2021, as benefits from improved mix
    to support WFH efforts in 2020 reverse; slight margin
    expansion thereafter due to mix shift to advanced solutions
    sales, increased services offerings, and operating leverage;

-- Fitch defined net working capital days gradually increasing to
    28.5 days over the forecast horizon to support stable revenue
    growth profile and consistent with historical levels.

RATING SENSITIVITIES

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

-- Total Debt with Equity Credit/Operating EBITDA sustained below
    4.0x;

-- Total Gross Debt/ FCF sustained below 7.5x;

-- Net Debt/ (CFO-Capex) sustained below 4.5x;

-- FCF margins averaging near 1% through a cycle;

-- Introduction of a formal financial policy with explicit
    leverage targets in line with the above.

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

-- Total Debt with Equity Credit/Operating EBITDA sustained above
    4.5x;

-- Total Gross Debt/ FCF sustained above 8.5x;

-- Net Debt/ (CFO-Capex) sustained above 5.0x;

-- Sustained cash burn through a cycle.

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 and Financial Flexibility: IM's liquidity is ample
for the rating category. Following the close of the transaction,
liquidity is supported by $1.9 billion of cash and $2.2 billion of
availability under the $3.5 billion ABL revolving credit facility.
Fitch notes that Ingram typically maintains well over $10 billion
in aggregate A/R and inventory balances, suggesting that the
borrowing base provides for significant overcollateralization and
full availability on the ABL facility. Fitch believes liquidity is
further enhanced by the company's counter-cyclical working capital
profile that results in improved FCF during a downturn, providing
elevated liquidity support during adverse macro environments.

The company may also access additional sources of liquidity, not
counted in in Fitch's calculation of liquidity, including A/R
factoring facilities and $800 million of uncommitted credit lines.
The company's diversified sources of liquidity provide significant
operating flexibility with no need to access capital markets in the
next 24 months.

ISSUER PROFILE

Ingram Micro is a leading distributor of IT products that enables
over 2000 vendors to capture demand from a fractured base of over
300,000 customers using 154 logistics centers operating across 59
countries.

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 minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


ISLAND EMPLOYEE: Wins Interim Access to Cash Collateral
-------------------------------------------------------
The Island Employee Cooperative, Inc. sought and obtained interim
authority from the U.S. Bankruptcy Court for the District of Maine
to use cash collateral in order to maintain and operate its
businesses and assets, and to avoid immediate and irreparable harm
to its estate.

The Court will hold another hearing on October 14 at 2:00 p.m. to
consider the Debtor's continued access to cash collateral.
Objections are due by October 12.

The budget filed in Court provided for $2,321,141 in total
disbursements for the period from September 25 through December 18,
2021.  A copy of the budget is available for free at
https://bit.ly/3zJcNvE from PacerMonitor.com.

Prepetition Secured Creditors (1) Coastal Enterprises, Inc. (CEI);
(2) Cooperative Fund of New England, Inc. (CFNE); (3) National
Cooperative Bank, N.A. (NCB); (4) C&S Wholesale Grocers, Inc.
(C&S); and (5) U.S. Small Business Administration assert an
interest in the cash collateral.

On June 11, 2014, the Debtor received a loan from CEI for
$1,000,000 and from CFNE for $800,000.  At about the same date, the
Debtor and its affiliate, The Galley, received a loan for
$1,800,000 from Verne Seile, which loan was later acquired by NCB
on March 20, 2015.

On October 14, 2019, C&S and the Debtor entered into a Supply
Agreement, as amended, and a Term Note for the inventory deferment
loan of $350,000.  On July 2, 2020, the Debtor and SBA became
parties to a Loan Agreement and a Promissory Note for an Economic
Injury Disaster Loan amounting to $150,000.

Each of the Prepetition Secured Creditors has filed UCC Financing
Statements that assert a security interest in all or substantially
all of the Debtor's personal property, including the cash
collateral.

The Debtor disclosed that together with affiliated debtor, The
Galley, it has entered into a Restructuring Support Agreement with
consenting lenders CEI, CFNE, and NCB.

The Debtor proposed that the Prepetition Secured Creditors be
provided with adequate protection to the extent of any diminution
in a Prepetition Secured Creditor's interest in the Prepetition
Collateral through the Adequate Protection Liens; and the
remaining, unsatisfied Adequate Protection Obligations due to the
Prepetition Secured Creditors shall constitute allowed
administrative claims against the Debtors to the extent the
Adequate Protection Liens are insufficient to cover the Adequate
Protection Obligations in their entirety. The Consenting Lenders
also will continue to hold liens and/or security interests in the
property of the Debtor to the same extent and validity, and in the
same priority, as the Consenting Lenders held liens, rights as
assignee, and/or security interests in the Prepetition Collateral
as at the Petition Date.  The Debtor will make monthly
interest-only adequate protection payments to the Consenting
Lenders starting on November 1, 2021, upon entry of the Final
Order, as follows: (i) $3,600 per month to CEI; (ii) $6,175 monthly
to NCB; and (iii) $2,770 per month to CFNE.

A copy of the motion is available for free at
https://bit.ly/3AMiMB4 from PacerMonitor.com.

            About The Island Employee Cooperative, Inc.

The Island Employee Cooperative, Inc., d/b/a Burnt Cove Market, is
a Maine cooperative corporation created by the employees of Burnt
Cove Market, The Galley, and V&S Variety for the purpose of
purchasing the stores from Vern and Sandra Seile.  It filed a
Chapter 11 petition (Bankr. D. Me. Case No. 21-10253) on September
23, 2021.  In petition signed by Kristy Wiberg, president, the
Debtor disclosed $5,112,136 in total assets and $5,877,439 in total
liabilities as of August 28, 2021.

Judge Michael A. Fagone presides over the case.  

Bernstein Shur Sawyer & Nelson, P.A. is the Debtor's counsel.
Spinglass Management Group is the Debtor's financial advisor.

Tanya Sambatakos has been appointed as Subchapter V Trustee.


KINGLAND REALTY: Soto Says Plan Patently Unconfirmable
------------------------------------------------------
Marta Soto Perez and Miriam Tapari, as co-representatives of the
Estate of Jonathan Soto (the "Creditor"), as the Debtor's primary
and probably only general unsecured creditor, submitted an
objection and reservation of rights to the adequacy of the
information in the Debtor's proposed Disclosure Statement in
support of Chapter 11 Plan of Reorganization for the Plan of
Reorganization for Kingland Realty Corp, Inc.

Creditor asserts that the Debtor's Disclosure Statement should not
be approved because the Plan is patently unconfirmable and the
Disclosure Statement does not provide adequate information.

Creditor avers that the Plan is patently unconfirmable because it
has not been proposed in good faith, and indeed, perpetuates a bad
faith filing in a two-party dispute, as set out in Creditor's
Motion to Dismiss the bankruptcy as a bad faith filing filed
contemporaneously herewith.

Creditor points out that the Chapter 11 case is the epitome of a
bad faith chapter 11 filing.  The Debtor has no legitimate basis
for "reorganizing" its single-asset, zero-employee shell entity
that generates no income or revenue.  The Debtor was dissolved more
than 30 years ago and was only reinstated to file this bankruptcy.
The Debtor has also filed no tax returns, purportedly because it
has no revenue. The Debtor has previously stated that Creditor is
its only creditor.  See Motion to Convert Chapter 11-Subchapter 5
Case to a Chapter 11 Non-Subchapter 5 Case [DE 32] at ¶3 ("Debtor
… has been negotiating with the only creditor in this case..."
(Emphasis in original) Though a handful of other general unsecured
claims totaling $1,342.04 were filed by AT&T, Bell South,
Southwestern Bell, and T-Mobile, it appears from the attachments to
the claims that the claims are not the Debtor's debts.  In any
event, such claims are only a tiny fraction of the $5 million
wrongful death claim filed by Creditor.  The bankruptcy case was
filed at the eleventh hour only a few days before Creditor was to
obtain its judgment of liability in the state court after the
Debtor's pleadings had been stricken due to willful non-compliance
with court orders.

In addition, according to Creditor, the Debtor has failed to file
any of its required monthly operating reports, likely to avoid the
appearance of being a shell entity with no business operations.
This prompted the U.S. Trustee to file a motion to convert or
dismiss.  Further, the filing of monthly operating reports would
likely show that the Debtor has allowed its non-debtor affiliate to
occupy its premises to operate a club without paying the Debtor
rent.  This is tantamount to a continuing fraudulent transfer of
valuable lease space, which should be netting the Debtor income
that could be used for the benefit of the Debtor's creditor.

Counsel for Marta Soto Perez and Miriam Tapari, as
co-representatives of the Estate of Jonathan Soto:

     James D. Silver
     Andrew Kamensky
     KELLEY KRONENBERG
     10360 West State Road 84
     Ft. Lauderdale, FL 33324
     Telephone: 954-370-9970
     E-mail: jsilver@kelleykronenberg.com
             akamensky@kelleykronenberg.com

                    About Kingland Realty Corp

Kingland Realty Corp, Inc., filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-15563) on June 6, 2021, listing under $1 million in both assets
and liabilities. Reatte Joyce King, president, signed the petition.
Judge Laurel M. Isicoff oversees the case.  Elias Leonard Dsouza,
Esq., at D&S Law Group, PA serves as the Debtor's legal counsel.


LA DHILLON: Unsecured Claims to Recover 100% in Sale Plan
---------------------------------------------------------
La Dhillon Investments, LLC, submitted a Fourth Immaterially
Modified Second Amended Plan of Reorganization.

The Plan proposes to pay creditors of La Dhillon Investments, LLC,
from the sale of the Debtor's hotel and the assignment of its
Radisson Country Inn & Suites franchise agreement and related
executory contracts to the Purchaser for the gross price of
$3,005,000 less pro-rated 2021 property taxes of approximately
$33,344, for a total of $2,971,656.

This Plan provides for multiple classes of creditors. Unsecured
creditors holding allowed claims against the Debtor will receive
distributions which the proponent of this Plan has valued at 100
cents on the dollar. This Plan also provides for the payment of
administrative and priority tax claims. The prior confirmed Plan
has not been substantially consummated, inasmuch as the cash equity
infusion contemplated by the confirmed Plan has not occurred.

Under the Plan, Class 3 General unsecured claims in the total
approximate amount of $195,347.  General unsecured claims total
approximately $195,347.  General unsecured claims will be satisfied
in full from the proceeds of the sale of the hotel after all
administrative expense and priority tax claims are paid. The
estimated Class 3 recovery is 100%. Class 3 is unimpaired.

Attorneys for the Debtor:

     Bradley L. Drell
     Heather M. Mathews
     GOLD, WEEMS, BRUSER, SUES & RUNDELL
     P. O. Box 6118
     Alexandria, LA 71307-6118
     Tel: (318) 445-6471
     Fax: (318) 445-6476
     E-mail: bdrell@goldweems.com

A copy of the Disclosure Statement dated September 22, 2021, is
available at https://bit.ly/3i2m5gn from PacerMonitor.com.

                    About La Dhillon Investments

La Dhillon Investments, LLC, based in Ruston, LA, filed a Chapter
11 petition (Bankr. W.D. La. Case No. 20-30840) on Sept. 14, 2020.
In the petition signed by Devinder Singh, owner, the Debtor was
estimated to have $0 to $50,000 in assets and $1 million to $10
million in liabilities.  The Hon. John S. Hodge presides over the
case.  Gold Weems Bruser Sues & Rundell, serves as bankruptcy
counsel to the Debtor.


LAKESHORE INTERMEDIATE: S&P Assigns 'B' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' rating to the new parent and
borrower of the debt, Lakeshore Intermediate LLC. Following the
proposed transaction and upon satisfaction of pertinent legal
requirements, Lakeshore Intermediate LLC will merge into Lakeshore
Learning Materials LLC, with Lakeshore Learning Materials LLC
becoming the surviving entity and the borrower of the senior
secured facilities. Upon the completion of the merger, S&P's
ratings will be on Lakeshore Learning Materials LLC.

S&P said, "We assigned a 'B' issue level rating and '3' recovery
rating to the proposed $580 million first-lien term loan,
indicating our expectation of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.

"The stable outlook reflects our expectation that the company will
continue to generate solid cash flows and organic top line growth.
We base all of the ratings on preliminary terms and our ratings are
subject to receipt and review of final documentation.

The ratings on Lakeshore reflect its high leverage, majority
financial sponsor ownership, and narrow product focus in a highly
fragmented industry as well as its market leadership position,
track record of sustainable organic growth, favorable industry
tailwinds, and good cash flow generation.

Lakeshore is a leading designer, marketer, and distributor of
educational products and classroom furniture primarily for the
premium segment of the U.S. early childhood education market. The
company generated roughly $635 million in sales for the twelve
months ended Aug. 31, 2021, up from about $500 million in fiscal
2020. Focused on the early childhood education niche, its product
revenues are generated from a variety of sources including
furniture products, learning materials, puzzles and toys, teacher
resources, custom curated products, arts & crafts and other
products. The company differentiates itself against its competitors
through offering a full suite of classroom products and offering
installation services in the premium segment of the market. While
the company is a leader in the $7.2 billion core educational
products category it holds an approximately 8% dollar share of the
market because it is highly fragmented, according to Euromonitor.
Many regional and smaller family-owned players participate in the
industry. Furthermore, the company is a niche and small player in
the much broader $57 billion U.S. child care industry (2019), which
primarily includes preschool programs and child day care services,
according to Ibis World.

S&P expects the company to sustain S&P adjusted leverage of over 5x
over the longer term.

S&P said, "Pro forma for the proposed transaction, we expect S&P
adjusted leverage of around 5.4x for the 12 months ended August 31,
2021. We expect leverage to decline to 5x-5.4x in fiscal 2021 and
4.5x-5x in fiscal 2022 primarily because of growth in EBITDA as a
result of increased sales, improved fixed cost leveraging, and
better product mix and pricing. We acknowledge that the Kaplan
family will retain 45% ownership of the company following the
proposed transaction, which we believe mitigates some overly
aggressive policy risks. Prior to the transaction, the company had
been conservative with its financial policy and did not have debt
on its balance sheet, with a history of only growing organically,
which we expect to continue. However, we do not have a track record
of financial sponsor ownership for the company and as such, we
believe the financial sponsor ownership could restrict adjusted
leverage from declining below 5x over the longer term. Our
financial policy assessment could change over time through
commitment and demonstration of maintaining adjusted leverage below
5x."

The company has a diverse customer base and sticky customer
relationships that provide both cross-selling and growth
opportunities.

No customer makes up more than 1% of total revenues, which reduces
reliance on any single customer and provides greater protection
against any pullback in spending. Its top customers are some of the
most prominent school districts across the U.S. and has established
long-tenured relationships with them. It generates revenues from
public institutions, parents/teachers, private education
institutions, platforms (market places facilitating purchase), and
international markets. The company also has a diversified
distribution strategy with revenues generated through
business-to-business (B2B) direct and e-commerce channels, its own
62 retail stores, business-to-consumer e-commerce channels.

To generate sales, the company leverages its more than 100-person
salesforce to build relationships and win deals with school
districts, individual schools, and teachers. The company has strong
customer retention and hasn't has many major customer losses. The
company also increased its average annual order values with
institutional customers by 43% from 2018 to year-to-date August
2021. The company generates more than 90% of its annual revenues
from recurring revenues as a percentage of total net revenues,
demonstrating its ability to cross-sell once relationships are
established.

Industry tailwinds support growth of early childhood education but
school spending budgets face some political risks and how spending
is allocated could affect long-term growth.

Institutional spending on early childhood education grows at
roughly a mid-single-digit rate because of government and private
support for early learning investment and continued modernization
of classrooms. S&P said, "We believe President Biden's
administration's proposed policies are highly supportive of
additional early childhood education spending. We continue to
forecast double-digit revenue growth for the company in 2022 driven
by growth in all channels including direct, web, and retail, with
volumes being the primary driver of growth." That said, school
budgetary spending can fluctuate depending on the level of
bipartisan support. Additionally, how school spending is allocated
could also affect expenditures on classroom supplies, such as
higher wage allocations due to the growing shortage of skilled
teachers.

The company generates strong free cash flows reflecting its
above-average margins, successful sales strategy, asset-light
business model, and outsourced manufacturing model. However, supply
chain constraints could pressure results.

In fiscal 2020, the company generated approximately reported free
operating cash flows of about $85 million and normalized adjusted
free operating cash flows of about $21 million, after adjusting for
cash tax distributions and sale of market securities, on adjusted
EBITDA margins in the high-teens percentage range. S&P believes the
company is capable of generating above-average consumer durable
margins due to its premium product and service positioning and
asset-light business model with low capital expenditure needs
between $5 million and $10 million annually. Manufacturing is
primarily outsourced to various countries in Asia with some
sourcing in the U.S., which provides redundancy measures and
supplier geographic diversification. Despite its diversified
manufacturing base, like many other companies, Lakeshore is also
facing supply chain difficulties, both in cost increases and
material and freight shortages. This has resulted in the company
negotiating with its suppliers to absorb some pricing and also
raising pricing on its products. The company also has some fixed
costs in the form of its 62 retail stores, bi-coastal distribution
centers, and sales and marketing operations, which it's capable of
leveraging to drive stronger profitability. While the company does
invest heavily in its working capital, S&P believe this is a
competitive advantage as it differentiates the company from its
competitors by offering shorter order lead times.

Innovation and supply chain strategy are crucial to growing market
share.

In recent years, the company demonstrated its R&D success through
creating its Flex-Space furniture line, a line of modern furniture.
This helped it capture sales within the trend of classroom
modernization. Lakeshore typically holds higher inventory levels
than its competitors, in order to fulfill customer orders faster
and with higher customer service levels. Competitors often source
product upon receiving customer orders, or drop ship product to
customers in multiple shipments. While this heavily ties up the
company's capital in inventories, resulting in a longer cash
conversion cycle, it provides a strategic benefit as order lead
times are shorter and products are always in stock. There is some
minor obsolescence risk from holding inventories for too long,
though the company is capable of selling older inventory through
discount retail channels. According to market studies, quality,
safety, and ease of purchasing are the traits that customers desire
the most, which the company's supply chain strategy help satisfy, a
major recall could be damaging to the company's reputation.

While the use of technology in early childhood education is
uncertain and there are many detractors particularly regarding
screen use at early ages, technological revenues in this space have
grown. According to The Learning Counsel, edtech spending
(hardware, software, digital curriculum resources and networks) for
the U.S. K-12 surged $7.5 billion to $35.8 billion in 2020, spiking
because of spending following the CARES Act and the necessity of
remote learning. While S&P does not expect this surge to repeat,
and most of this spending was likely focused outside of the
company's core markets, it highlights the growing disruptive nature
of technology in education. Lakeshore has been focused on
innovation, particularly for the modernization of classrooms, but
if schools continue to increase spend on technological products,
this could eat into Lakeshore's learn-and-play revenue growth if it
does not successfully innovate and introduce new products.

Sales are largely recession resilient and the company utilizes both
sales and cost levers to mitigate declines.

The company has faced some revenue declines in the past, but it has
been able to mitigate the declines and bounce back within a few
years. During 2020, while schools in the U.S. were closed because
of the COVID-19 pandemic, the company leveraged its custom
solutions business and its bicoastal distribution centers to stem
sales decline, resulting in only a 2.5% top line decrease, while
adjusted EBITDA margins expanded to the high-teens percent range in
2020 from the mid-teens percent range in 2019. The company's cost
of goods are largely variable, which it can flex during a downturn.
The company also suffered a revenue peak to trough of 7% from
2010-2012 following the 2008 recession, with sales recovering to
pre-recession levels in two years. The early childhood education
sector has largely been spared from substantial budget cuts but
during the great recession, arts and physical education programs
faced cuts, highlighting the vulnerability of any school program to
government funding. During the great recession, the company added
headcount rather than cut costs to continue to outcompete its
competitors, particularly given the importance of relationships and
service levels in the education industry.

S&P expects the company will continue to generate organic revenue
growth and maintain solid cash flow.

S&P could lower the ratings if it expects adjusted leverage will
remain higher than 7x, which could happen if:

-- School budgets or family incomes deteriorate because of an
economic slowdown resulting in lower spending by schools, parents,
and teachers; or

-- Inflationary, supply chain, and competitive pressures result in
substantial and permanent margin compression such that absolute
earnings materially decline; or

-- The sponsor adopts a more aggressive financial policy and
increases leverage through large, debt-financed dividends or
acquisitions.

S&P could raise the ratings if it expects the company to maintain
adjusted leverage under 5x and grow organically which could happen
if:

-- The company demonstrates a commitment to financial policy
consistent with maintaining adjusted leverage of below 5x,
incorporating any potential shareholder returns; and

-- The company continues to win new opportunities organically
through leveraging its salesforce and product development
capabilities



LEWISBERRY PARTNERS: U.S. Bank Says Plan Not Feasible
-----------------------------------------------------
U.S. Bank, N.A. ("Lender"), HOF Grantor Trust 1 and Fay Servicing,
LLC, object to the First Amended Disclosure Statement of Lewisberry
Partners, LLC as follows:

     * There is no question that the first Amended Plan, on its
face, violates the absolute priority rule. More specifically,
despite the cramdown and impairment of both the Lender and every
other creditor in the case, the Class III equity holders are
admitted to be unimpaired.

     * Even aside from the fact that there will be no class of
impaired accepting creditors and the fact that the Debtor is trying
to get the plan confirmed via an illegal and unauthorized transfer
of the Lender's own collateral to the Debtor which is prohibited by
the mortgage and which creates no actual new value, the Plan is not
feasible anyway.

     * The Amended Disclosure Statement contains, for the first
time, a proposed projection of income and expenses. However, this
document merely demonstrates further the infeasibility of the
Amended Plan.

     * The Amended Disclosure Statement does not provide sufficient
information to allow unsecured creditors to determine what they
will actually receive under the Amended Plan. It merely states that
once administrative expense claims are paid in full, Debtor will
make quarterly payments to Class 2 on a pro rata basis over a
one-year period commencing in the fourth quarter of 2021, and each
subsequent quarter as Plan funding becomes available.

A full-text copy of the Lender's objection dated Sept. 23, 2021, is
available at https://bit.ly/3m5EeLg from PacerMonitor.com at no
charge.

Attorneys for HOF Grantor Trust:

     WEBER GALLAGHER
     PETER E. MELTZER, ESQUIRE
     2000 Market Street, 13th Floor
     Philadelphia, PA 19103
     (267) 295-3363

                    About Lewisberry Partners

Lewisberry Partners, LLC, is primarily engaged in renting and
leasing real estate properties.  It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327)
on Feb. 9, 2021.  In the petition signed by Richard J. Puleo,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.

Judge Eric L. Frank oversees the case.

Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP,
is the Debtor's counsel.


LSB INDUSTRIES: Moody's Ups CFR to B3 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
LSB Industries, Inc. to B3 from Caa1, the Probability of Default
Rating to B3-PD from Caa1-PD and the senior secured note rating to
B3 from Caa1. The speculative grade liquidity rating remains SGL-2.
The upgrade concludes the review initiated on July 21, 2021 and
follows the shareholder vote to approve conversion of the company's
redeemable preferred shares into common stock, and B3 rating to the
company's senior secured notes. The outlook changed to stable from
rating under review.

"The shareholder vote improves the company's capital structure,
allowing it to focus on growth initiatives," said Anastasija
Johnson, VP-Senior Credit Officer at Moody's. "The transaction
results in a concentrated ownership, which carries higher
governance risk, but management has committed to more conservative
leverage targets."

Upgrades:

Issuer: LSB Industries, Inc.

Corporate Family Rating, Upgraded to B3 from Caa1

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

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

Outlook Actions:

Issuer: LSB Industries, Inc.

Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

The B3 corporate family rating reflects LSB's small scale, limited
operational diversity and inherent volatility in performance
because of its exposure to volatile nitrogen prices, cyclical
industrial end markets (54% of sales in the twelve months ended
June 30, 2021) and weather-dependent agricultural market (46%). The
rating also reflects volatility in credit metrics with Moody's
adjusted debt/EBITDA at 5.9x in the twelve months ended in June 30,
2021. Although credit metrics are expected to improve significantly
over the next few quarters, an upgrade of the rating will be tied
to the use of free cash flow to reduce outstanding debt or improve
the company's base line profitability, so that leverage will not
return to prior levels, the next time nitrogen fertilizer prices
decline to trough levels. Additionally, given the existing amount
of balance sheet debt, Moody's adjusted leverage could increase
above 8x during the trough of the cycle and the company would only
generate minimal free cash flow.

Nitrogen fertilizer and chemical prices are expected to remain
elevated through the end of 2021 and into 2022 providing the
company with an opportunity to generate cash to spend on growth
projects, such as green or blue ammonia, or acquisitions, which
could lead to improved financial performance over the cycle.
However, until the benefits of any investment or acquisition are
visible in the company's financial performance, Moody's is unlikely
to raise the company's rating. Additionally, a higher rating would
also be contingent on a longer period of operating rates remaining
near industry norms, given the age of the facilities and the long
history of operating issues. Moody's acknowledges the improvements
in reliability and consistency of operating rates at all LSB
facilities achieved so far. The credit profile also benefits from
access to low cost natural gas, new contracts and initiatives to
improve earnings.

The company has roughly $40 million of debt that it can prepay to
reduce outstanding debt as it starts generating free cash flow.
However, the company's growth is constrained by current capacity
and Moody's expects management to pursue investments or
acquisitions as part of its growth strategy, which may result in
additional debt or stressed credit metrics in the trough of the
cycle. Management has indicated it plans to target net leverage of
below 4.0x in mid-cycle conditions.

The preferred stock conversion approved by the shareholders results
in a concentrated ownership structure. Pro forma for the
conversion, Eldridge Industries, a private equity firm, will
increase its holding of LSB Industries, Inc to about 60% from 13%
and will ultimately control the board and future strategy.

The SGL-2 reflects a good liquidity position over the next 12
months, supported by cash on hand, revolver availability and
projected free cash flow generation. The company had $18 million of
cash on hand as of June 30,2021 and no revolver borrowings. The
company had $50.8 million availability under its $65 million
asset-based revolver, which is subject to borrowing base
limitations (typically ranging between $45-$50 million). The
revolver expires 90 days before $435 million notes mature on May 1,
2023 or on February 26, 2024, if the notes are repaid or
refinanced. The company is subject to 1x fixed charge covenant if
availability falls below 10% of the total commitment. The company
will be able to meet the covenant in a rising pricing environment
over the next 12 months. All assets are encumbered by the revolver,
senior secured notes and other debt, leaving no sources of
alternative liquidity.

The stable ratings outlook reflects Moody's expectations that
metrics should improve on higher nitrogen prices, solid volumes and
new sales contracts.

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

Moody's could upgrade the rating if the company demonstrates a
longer track record of consistent operations, deploys cash
generated during current strong market conditions to improve
liquidity or enhance its business profile, and adheres to the
conservative financial policies. Given a relatively modest amount
of prepayable debt in the company's capital structure, an upgrade
likely would require increased confidence that the company can
maintain Debt/EBITDA below 7.0x and EBITDA/Interest above 2.0x at
the trough of the cycle.

Moody's could downgrade the rating with expectations for negative
free cash flow, substantive deterioration in liquidity, or if the
company experiences significant operational challenges.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is
a producer of commodity chemicals that are derived from ammonia
(nitrogen fertilizers, nitric acid and ammonium nitrate). LSB owns
and operates three facilities in El Dorado, Arkansas, Cherokee,
Alabama and Pryor, Oklahoma. The company also operates Baytown,
Texas, facility on a contractual basis for Coverstro AG. The
company generated sales of $402 million in the twelve months ended
June 30, 2021.

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


LSB INDUSTRIES: S&P Rates New $500MM Senior Secured Notes 'B-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '4'
recovery rating to LSB Industries Inc.'s proposed $500 million
senior secured notes. The '4' recovery rating indicates its
expectation for average (30%-50%; rounded estimate: 45%) recovery
in the event of a payment default.

S&P said, "This issuance follows the approval of the company's
preferred stock exchange transaction by its shareholders and our
subsequent upgrade. We expect LSB to use the proceeds from the
notes to redeem its existing $435 million 9.625% senior secured
notes due 2023, pay related transaction fees and expenses, and for
general corporate purposes."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P said, "We continue to value LSB on a going-concern basis
using a 5x multiple of our projected emergence EBITDA of $69
million. The 5x multiple is consistent with our recovery guidance
for other commodity chemicals companies and in line with the
multiples we use for its peers, such as FXI Holdings Inc. and
Kronos Worldwide Inc."

-- S&P's simulated default scenario assumes a payment default
occurring in 2023 due to significant unplanned operational outages
and disruptions, which have been a vulnerability for the company in
the past, along with softness in its end-market demand and weak
commodity pricing.

-- S&P's '4' recovery rating on LSB's proposed secured notes
indicates its expectation for average (30%-50%; rounded estimate:
45%) recovery in the event of a payment default.

Simulated default assumptions

-- Year of default: 2023
-- EBITDA at emergence: $69 million
-- EBITDA multiple: 5x

Simplified waterfall

-- Net enterprise value (after assumed administrative expenses):
$329 million

-- Priority and secured claims: $75 million

-- Residual value available to secured creditors: $254 million

-- Senior secured note claims: $516 million

    --Recovery expectations: 30%-50% (rounded estimate: 45%)

Note: Debt amounts include six months of accrued interest that S&P
assumes will be owed at default. S&P generally assumes usage of 85%
for cash flow and 60% for asset-based lending revolvers at
default.



LUTHERAN SOCIAL SERVICES: Unsecureds to Get 7.5% in Wind-Down Plan
------------------------------------------------------------------
Lutheran Social Services of North Dakota submitted a Chapter 11
Plan of Reorganization and a Disclosure Statement.

Due to the number of civil cases and claims asserted against the
Debtor and the limitations of the Debtor's resources, the Debtor
determined that the  completion of the wind-down of its operations
under chapter 11 was the only way to ensure that its creditors are
treated equitably and fairly.

The Debtor proposes the Plan to facilitate the most efficient and
timely liquidation of the Debtor's remaining assets as well as the
fastest distribution of proceeds to holders of allowed claims.  The
Debtor believes that the Liquidating Agent, and the committee
appointed to oversee the Liquidating Agent, have the familiarity
with the Debtor's assets and the liquidation expertise needed to
realize the maximum value for the remaining assets in a reasonable
period of time.

On the effective date of the Plan, all assets of the bankruptcy
estate shall transfer to a liquidating fund to be administered by
Lighthouse Management Group, Inc., as liquidating agent.

Under the Plan, Class 1-A Bremer Secured Claims, Class 1-B Gate
City Secured Claim, Class 1-C American Bank Secured Claim, and
Class 1-D JLG Secured Claim will be paid in cash in full.

Each holder of an Allowed Convenience Claim in Class 2 will receive
a one-time cash payment of the lesser of (a) $25 or (b) the value
of the Allowed Convenience Claim.

The Class 1-E FIBT Secured Claim, Class 3-A General Unsecured
Claims, and Class 3-B Housing Guaranty Claims will be paid a pro
rata share of the Liquidating Plan.

Under the Plan, Class 3-A General Unsecured Claims will each
receive a pro rata distribution from the Liquidating Fund after the
payment of all Allowed Administrative Expense Claims, Allowed
priority claims, Allowed Class 1-B claims, Allowed Class 1-C
claims, and Allowed Class 2 Claims, and all costs and expenses of
the Liquidating Fund.  General Unsecured Claims shall include
claims by counterparties to executory contracts and unexpired
leases that are rejected pursuant to Article VIII of the Plan.

The Debtor projects that Class 3A in the amount of $1.038 million
and Class 3B in the amount of 24.57 million will recover 7.6% under
the Plan.

Attorneys for the Debtor:

     Michael S. Raum
     FREDRIKSON & BYRON, P.A.
     51 Broadway, Suite 400
     Fargo, ND 58102-4991
     Tel: 701.237.8200
     E-mail: mraum@fredlaw.com

     Steven R. Kinsella
     Samuel M. Andre
     Emily M. McAdam
     FREDRIKSON & BYRON, P.A.
     200 South Sixth Street, Suite 4000
     Minneapolis, MN 55402-1425
     612.492.700
     E-mail: skinsella@fredlaw.com
             sandre@fredlaw.com
             emcadam@fredlaw.com

A copy of the Disclosure Statement dated September 22, 2021, is
available at https://bit.ly/3kAaeaY from PacerMonitor.com.

                  About Lutheran Social Services

Lutheran Social Services of North Dakota is a North Dakota
nonprofit  corporation that traces its origins from the Lutheran
Children's Home Finding Society, the Lutheran Inner Missions
Society, and the Lutheran Welfare Society of North Dakota.
Lutheran Children's was incorporated on Feb. 24, 1919, "to
establish, maintain, and conduct receiving homes for orphans,
homeless, abandoned, neglected or dependent children; to procure
homes with, and adoption by others of such children; and to act as
guardians of such children."  Lutheran Inner Missions Society was
incorporated in 1925, focusing on "cooperation, chaplaincy,
education and prevention" and opened the first Luther Hall in North
Dakota, providing affordable living for young women working in the
city or going to school.  Lutheran Welfare was incorporated as a
non-profit in 1936 for the purpose of serving families in the
adoption process.  In 1940, Lutheran Welfare and Lutheran Inner
Missions merged, resulting in Lutheran Welfare taking over Luther
Hall, the residence for young women working in Fargo.  In 1961,
Lutheran Welfare merged with Lutheran Children and, in 1969,
Lutheran Welfare changed its name to Lutheran Social Services of
North Dakota.

In 2008, Lutheran Social Services Housing, Inc. ("LSS Housing") was
formed to address the needs created by a shortage of affordable
family living  options around the western North Dakota oil boom.
While LSS Housing is a separate and independent entity, Lutheran
Social Services of North Dakota supported LSS Housing financially
since its formation.  Lutheran funded LSS Housing's growth through
an unsecured loan and note.  Ultimately, the Debtor spent $16
million in cash and another $45 million in secured funding to
support LSS Housing's projects.  LSS Housing drained the reserves
of the Debtor, especially over the past few years.  This financial
pressure hampered the ability of the Debtor, an essential,
faith-based organization, to serve its clients, specifically those
in primary mission areas such as services to children, families,
seniors, and New Americans.   

Lutheran Social Services of North Dakota sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 21-30203)
on May 13, 2021.  At the time of the filing, the Debtor had between
$1 million and $10 million in both assets and liabilities.  Judge
Shon Hastings oversees the case.  Michael S. Raum, Esq., at
Fredrikson & Byron, P.A., is the Debtor's legal counsel.


MAPLE 888 GOLDEN: Case Summary & 17 Unsecured Creditors
-------------------------------------------------------
Debtor: Maple 888 Golden Tower LLC
        134-37 Maple Ave
        Flushing, NY 11355  

Business Description: Maple 888 Golden Tower LLC is engaged in
                      activities related to real estate.

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 21-42451

Judge: Hon. Jil Mazer-Marino

Debtor's Counsel: Sang J. Sim, Esq.
                  SIM & DEPAOLA, LLP
                  42-40 Bell Boulevard, Suite 405
                  Bayside, New York 11361
                  Tel: (718) 281-0400
                  Email: psim@simdepaola.com

Total Assets: $20,914,578

Total Liabilities: $16,377,122

The petition was signed by Xiangyu Cao as managing member.

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

https://www.pacermonitor.com/view/LBA4OMQ/Maple_888_Golden_Tower_LLC__nyebke-21-42451__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's 17 Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Ceng, Kuen                      Personal Loans         $108,000
11 Roweer Pl
Hyde Park, NY 11040
Email: Kuenceng@yahoo.com

2. Chang, Chia Chia Ginger         Personal Loans         $212,000
134-38 Maple Ave., 4J
Flushing, NY 11355
Tel: 917-868-8455

3. Chen, DingRen                   Personal Loans         $139,100
149-24 Beech Ave.
Flushing, NY 11355
Tel: 718-666-2753
Email: Renchen9593@yahoo.com

4. Chen, He X                      Personal Loans          $53,500
4210 Dawkings Dr.
Olive Branch, MS 38654
Tel: 901-857-3668
Email: sueye212@gmail.com

5. Chen, He Ping                   Personal Loans         $227,624
9595 Andora Vallay CV
Germantown, TN 38139
Tel: 917-346-1988
Email: hepingchen24@hotmail.com

6. Chen, Yue Yun                   Personal Loans         $101,650
1691 Marion Dr. North
Huntington, PA 15642
Tel: 917-297-9050
Email: jianhuicao919@icloud.com

7. Guo, Cui R                      Personal Loans         $131,342
6800 W. Forest Preserve Dr.
Harwood Heights, IL 60706
Email: guochicago@yahoo.com

8. Guo, Tuan                       Personal Loans         $158,360
3108 Marble Crest Dr.
Land O's Lakes, FL 34638
Tel: 929-382-0624
Email: tuanguo@hotmail.com

9. Li, Mei Ping                    Personal Loans         $109,942
4209 Dawkings Farm Dr.
Olive Branch, MS 38654
Tel: 646-301-0936

10. Li, Nirong                     Personal Loans          $61,570
134-38 Maple Ave. Apt. 3D
Flushing, NY 11355
Tel: 917-860-5551

11. Lin, Xin                       Personal Loans          $10,800
11 Rowe Pl
Hyde Park, NY 11040
Tel: 917-892-8180

12. Wang, Chunli                   Personal Loans          $33,800
7319 179st
Fresh Meadows, NY 11366
Email: Wangchun7001@gmail.com

13. Wang, Ming Zhou                Personal Loans          $54,540
134-38 Maple Av., Apt. 3D
Flushing, NY 11355
Tel: 646-639-9657

14. Zheng, Ai Feng                 Personal Loans         $107,000
4209 Dawkins Farm Dr.
Olive Branch, MS 38654
Tel: 646-301-0936

15. Zheng, Fang                    Personal Loans          $64,200
15749 22nd Ave.
Whitestone, NY 11357
Tel: 646-209-1556
Email: Francesca0920@yahoo.com

16. Zheng, Quan Jin                Personal Loans         $109,675
3754 Landon St.
Gulf Breeze, Fl 32563
Tel: 850-736-7275
Email: quanjames3757@yahoo.com

17. Zigmont John                   Personal Loans         $108,000
14 Peacock Path
Coram, NY 11727
Tel: 929-402-4432
Email: zigmont8@msn.com


MEDICAL SOLUTIONS: Moody's Assigns 'B2' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
B2-PD probability of default rating to Medical Solutions Holdings,
Inc. (NEW). At the same time, Moody's assigned senior secured B1
ratings to Medical Solution's proposed $180 million revolving
credit facility due 2026, $1 billion first lien and $200 million
delayed draw term loans due 2028 and a Caa1 rating to the proposed
$320 million second lien term loan due 2029. The outlook is
stable.

Proceeds consisting of $1.32 billion in new debt and an undisclosed
amount of cash equity will be used to finance the leveraged buyout
of Medical Solutions announced in August 2021 by Centerbridge
Partners ("Centerbridge") and Caisse de dépôt et placement du
Quebec ("CDPQ") from TPG Growth. Following the change of control,
existing debt at Medical Solutions Holdings, Inc. will be repaid
and the corresponding ratings withdrawn.

Pro-forma for the new capital structure, leverage will increase to
5.8x at transaction close (as of LTM Jun-21) from around 3.3x.
Medical Solutions will continue to benefit from COVID-related
tailwinds and other social considerations further widening the
nursing sector's supply-demand imbalance. Higher bill rates through
2022 combined with steady business expansion will partially offset
the material increase in debt following the LBO. The B2 CFR
reflects Moody's expectation that leverage will settle around 5.5x
in 2022 while the company generates robust positive free cash
flow.

Assignments:

Issuer: Medical Solutions Holdings, Inc. (New)

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Multi Currency Revolving Credit Facility, Assigned
B1 (LGD3)

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

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

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

Outlook Actions:

Issuer: Medical Solutions Holdings, Inc. (New)

Outlook, Assigned Stable

RATINGS RATIONALE

Medical Solutions' B2 CFR is constrained by: (1) leverage settling
around 5.5x in 2022 (pro-forma 5.8x adjusted debt/EBITDA at
Jun-21); (2) the cyclical nature of demand for travel nurses and
temporary clinical labor; (3) execution risks associated with an
active M&A growth strategy; and (4) financial policy risks under
private equity ownership. The company benefits from: (1) a leading
market position within the fragmented traveling nurse and allied
health industries; (2) supply-demand imbalance favoring the growth
of clinical labor solutions due to a shortage of nurses against
increasing demand for healthcare; (3) increasing concentration in
managed service provider (MSP) offerings (about 40% of revenues),
supporting resiliency through cycles and integration with
healthcare providers; and (4) good liquidity underpinned by robust
positive free cash flow.

Medical Solutions has good liquidity. Pro-forma as of June 2021,
sources total about $270 million compared to uses of $10 million
over the next twelve months. Sources consist of cash on hand of
about $20 million at transaction close, full availability under the
$180 million revolver due 2026, and Moody's forecast for close to
$70 million in positive free cash flow through September 2022. Uses
of liquidity are limited to mandatory debt amortizations. Moody's
expect the company to use the $200 million delayed draw term loan
maturing in 2028 to fund opportune M&A activity during the draw
period through September 2024. Moody's forecast that the company
will maintain first lien net leverage below 5x, upon which access
to the delayed draw term loan is dependent. The secured revolver is
subject to a springing first lien net leverage covenant when more
than 35% drawn. Although Moody's does not expect the company to
rely on the revolver, there would be a comfortable cushion of more
than 25% if triggered. Medical Solutions has limited capacity to
sell assets to raise cash.

The stable outlook reflects Moody's expectation that Medical
Solutions will sustain leverage below 6.0x while generating
positive free cash flow and maintaining good liquidity.

Medical Solutions' first lien facilities are rated B1, one notch
above the B2 CFR, reflecting higher recovery given priority ranking
in the capital structure. The second lien term loan is rated two
notches below the CFR, at Caa1, reflecting contractual
subordination to the first lien debt.

As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following: (1) Incremental
first lien debt capacity up the greater of $200m and 100% of LTM
consolidated EBITDA, plus unused capacity under the general debt
basket, plus unlimited amounts subject to compliance with the First
Lien Secured Leverage Ratio of 5x, or so long as pro forma leverage
does not increase upon incurrence. Amounts equal to the greater of
$200m and 100% of LTM consolidated EBITDA may be incurred with an
earlier maturity date that the initial term loans; (2) There are no
express "blocker" provisions which prohibit the transfer of
specified assets to unrestricted subsidiaries; such transfers are
permitted subject to carve-out capacity and other conditions; (3)
Non wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit provisions limiting such guarantee releases; (4) there are
no express protective provisions prohibiting an up-tiering
transaction; (5) call protection is not triggered in connection
with a dividend recapitalization or increase in principal amount of
the loan. The above are proposed terms and the final terms of the
credit agreement may be materially different.

Social considerations include efforts to address the accessibility
and affordability of healthcare services. New legislation to
address these issues or a shift in government policies could impact
industry profitability and pressure reimbursement rates to
hospitals, which may in turn enact cost-cutting measures, including
a reduction in temporary staffing needs. However, government
efforts to increase accessibility may also support growing demand
for healthcare services. Demographic trends, including a swelling
elderly population combined with a shortage of nurses are social
considerations that could counteract pressure from policy shifts or
economic volatility. The ongoing coronavirus pandemic and concerns
around patient health and safety are additional social
considerations that will continue to impact supply and demand in
the near term and drive volatility in results.

Governance considerations include risks associated with private
equity ownership and aggressive financial policies favoring
shareholders, including high financial leverage. Medical Solutions
is likely to pursue growth through acquisitions in the near term,
involving risks around execution and releveraging. However, Moody's
believes the company will focus on strategic, opportune deals
consistent with its track record to date.

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

The ratings could be upgraded if Moody's adjusted debt to EBITDA
remains under 5x and the company generates sustained positive free
cash flow while maintaining good liquidity.

The ratings could be downgraded if Moody's expects leverage to be
sustained above 6x, the company generates ongoing negative free
cash flow or liquidity weakens.

Medical Solutions is a leading provider of contingent clinical
labor solutions to hospitals across the US. Upon closure of the
transaction, the company will be owned by Centerbridge Partners and
CDPQ. Medical Solutions generated revenue of $1.6 billion during
the twelve months ended June 2021.

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


MEDIQUIP INC: Court Approves Disclosure Statement
-------------------------------------------------
Judge Louis A. Scarcella has entered an order approving the Amended
Disclosure Statement explaining the Chapter 11 Plan of
Reorganization of Mediquip Inc.

A hearing shall be held on Oct. 28, 2021 at 11:00 a.m. for
confirmation of the Plan before undersigned United States
Bankruptcy Judge in Room 970 at the Alfonse M. D'Amato U.S.
Courthouse, 290 Federal Plaza, Central Islip, New York, 11722

The objections to confirmation of the Plan must be filed and served
no later than Oct. 22, 2021 at 4:00 p.m.

All ballots voting in favor of or against the Plan are to be
submitted so as to be actually received by counsel for the Debtor
on or before October 20, 2021, at 4:00 p.m.

The Counsel for the Debtor shall file with the Court a
certification of balloting by October 21, 2021.

                       About Mediquip Inc.

Mediquip, Inc., a Bethpage, N.Y.-based provider of home health care
services, filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70615) on April 2,
2021.  Sonia Carrero, chief executive officer, signed the
petition.

At the time of filing, the Debtor was estimated to have $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Judge Robert E. Grossman oversees the case.  Berger, Fischoff,
Shumer, Wexler, Goodman, LLP, serves as the Debtor's legal counsel.


MEZZ57TH LLC: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized Mezz57th LLC to use cash collateral on an interim basis
in accordance with the budget, with a 10% variance, pending a final
hearing on the Debtor's cash collateral request.

Lawrence F. Flick IV; Saw Investment Fund LLC; and Jeffrey Sellers
have asserted a security interest in the cash collateral pursuant
to these prepetition agreements:

     -- a Security Agreement dated March 10, 2019 pursuant to which
the Debtor agree that the Lenders are its secured creditors with
respect to certain obligations, and for which the Lenders are
granted a first lien and security interest in the Debtor's
inventory, accounts receivable, money, and the proceeds thereof;

     -- a Promissory Note dated November 1, 2018, pursuant to which
the Debtor owed Mr. Sellers the principal sum of $1,050,720;

     -- a Promissory note dated July 15, 2019 evidencing the
Debtor's obligation to Saw Investment for $400,000;

     -- a Promissory Note dated May 29, 2019 pursuant to which the
Debtor promised to pay Mr. Flick $500,000 in principal, plus
interest and other amounts stated therein; and

     -- a Promissory Note dated September 23, 2019, evidencing the
Debtor's obligation to Mr. Flick for $150,000, plus interest and
other outstanding amounts therein.

As adequate protection for the Debtor's use of cash collateral, the
Lenders are granted replacement liens, in addition to any existing
rights and interests of the Lenders in the Cash Collateral and to
adequately protect the Lenders from collateral diminution, to the
extent that the Lenders' liens in pre-petition cash collateral were
valid, perfected and enforceable to the extent that collateral
diminution occurs during the Chapter 11 case, and without
determination as to the nature, extent and validity of said
pre-petition liens and claims. The Replacement Liens are not
currently subject to a "carve out."

As further adequate protection, the claim arising in favor of the
Lenders, to the extent of any diminution in value of Lenders'
collateral resulting from the Debtor's use of Cash Collateral, will
have priority in payment over any of the Debtor's obligations and
over all administrative expenses, except for fees owed to the U.S.
Trustee.

The final hearing is scheduled for November 9, 2021 at 10 a.m.

A copy of the order and the Debtor's 9-week budget is available at
https://bit.ly/3CKTh3C from PacerMonitor.com.

The Budget projects $1,296,500 in total cash receipts and 932,985
in total disbursements.

                        About Mezz57th LLC

New York-based Mezz57th LLC, a provider of luxury beauty salon, spa
and related services under the name John Barrett, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 20-11316) on May 29, 2020. In
the petition signed by John Barrett, president and managing member,
the Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.

The Hon. Sean H. Lane oversees the case.

Ballon Stoll Bader & Nadler, P.C., serves as bankruptcy counsel to
the Debtor.



MOBITV INC: Liquidating Plan Confirmed by Judge
-----------------------------------------------
Judge Laurie Selber Silverstein has entered an order confirming the
Chapter 11 Plan of Liquidation of Debtors MobiTV, Inc. and MobiTV
Service Corporation, together with the official committee of
unsecured creditors (the "Committee," and together with the
Debtors, the "Plan Proponents").

The Plan and Liquidation Trust Agreement, provide adequate and
proper means for the Plan's implementation, including, among other
provisions, Article VII of the Plan (Means for Implementation of
the Plan). The Plan, therefore, satisfies the requirements of
section 1123(a)(5) of the Bankruptcy Code.

The Plan has been proposed by the Plan Proponents in good faith and
in the belief that the proposed liquidation and establishment of
the Liquidation Trust will maximize value for the Debtors'
creditors. The Plan accomplishes the goals promoted by section
1129(a)(3) of the Bankruptcy Code by enabling the Liquidation
Trustee to make distributions to creditors on a fair and equitable
basis, in accordance with the priorities established by the
Bankruptcy Code.

The Plan has been proposed with the legitimate and honest purpose
and is in the best interests of the Debtors' creditors. In so
finding, the Court has considered the totality of the circumstances
in these Chapter 11 Cases. The strong support for the Plan by
holders of Claims in Class 3 further demonstrates that the Plan was
proposed in good faith.

Finally the Plan's indemnification, exculpation, non-third party
releases, and injunction provisions are warranted, necessary, and
appropriate, and are supported by sufficient consideration under
the circumstances of these Chapter 11 Cases as a whole and are
consistent with sections 105, 1123(b)(6), and 1129 of the
Bankruptcy Code and applicable law in this Circuit. Additionally,
the Plan's third party releases are found to be consensual, as they
are limited to third parties that voted to accept the Plan and did
not opt-out of such releases.

A copy of the Plan Confirmation Order dated September 23, 2021, is
available at https://bit.ly/3zL2CXs from Stretto, the claims
agent.

Counsel for the Debtors:

     Jason H. Rosell, Esq.
     Pachulski Stang Ziehl & Jones LLP
     150 California Street, 15th Floor
     San Francisco, CA 94111-4500
     Tel: 415-263-7000
     Fax: 415-263-7010
     E-mail: rpachulski@pszjlaw.com

                           About MobiTV Inc.

Founded in 2000, MobiTV is the first company to bring live and on
demand television to mobile devices and is a leader in
application-based television and video delivery solutions.
MobiTVprovides end-to-end internet protocol streaming television
services via a proprietary cloud-based, white-label application.

On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457).

MobiTV Inc. estimated at least $10 million in assets and $50
million to $100 million in liabilities as of the filing.

FTI Consulting, Inc. and FTI Capital Advisors LLC have been
retained as the Debtors' financial advisor and investment banker to
assist in negotiation of strategic options. Pachulski Stang Ziehl &
Jones LLP and Fenwick & West LLP serve as the Debtors' legal
counsel.  Stretto is the claims agent, maintaining the page
https://cases.stretto.com/MobiTV.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on March 15, 2021.  The committee
tapped Fox Rothschild, LLP and PricewaterhouseCoopers, LLP as its
legal counsel and financial advisor, respectively.


MORE AUTOMOTIVE: December 14 Disclosure Statement Hearing Set
-------------------------------------------------------------
Judge Enrique S. Lamoutte has entered an order within which
December 14, 2021 at 10:00 AM is the hearing on approval of
disclosure statement of More Automotive Products, Inc.

In addition, objections to the form and content of the disclosure
statement should be in writing and filed with the court and served
upon parties in interest at their address of record not less than
14 days prior to the hearing.

A copy of the order dated Sept. 23, 2021, is available at
https://bit.ly/3m2PrfD  from PacerMonitor.com at no charge.

Debtor's Counsel:

     Charles A. Cuprill-Hernandez, Esq.
     Charles A. Cuprill, P.S.C., Law Office
     356 Fortaleza St., Second Floor
     San Juan, PR 00901
     Tel.: 787-977-0515
     Fax: 787-977-0518
     Email: ccuprill@cuprill.com

                     About More Automotive

More Automotive Products, Inc., doing business as Dollar Rent a
Car, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 21-02142)
on July 15, 2021. At the time of the filing, the Debtor had between
$10 million and $50 million in assets and liabilities.  Alberic
Colon Zambrana, president, signed the petition.

Judge Enrique S. Lamouttee Inclan oversees the case.

Charles A. Cuprill P.S.C. Law Offices serves as the bankruptcy
counsel while Saldana, Carvajal & Velez-Rive, P.S.C., serves as the
special counsel.  The Debtor's financial consultant is Luis R.
Carrasquillo & Co., P.S.C.


MOUNTAIN PROVINCE: Reports US$74.1 Million Diamond Sales for Q3
---------------------------------------------------------------
Mountain Province Diamonds Inc. announced the results of its
diamonds sales in the third quarter of 2021.

During the third quarter of 2021, 1,028,327 carats were sold for
total proceeds of $93.9 million (US$74.1 million) resulting in an
average value of $91 per carat (US$72 per carat).  This brings
year-to-date sales to 2,349,644 carats, for total proceeds of
$212.5 million (US$169.4 million) resulting in a year-to-date
average value of $90 per carat (US$72 per carat).

Stuart Brown, the Company's president and chief executive officer,
commented: "We're extremely pleased to see the strong price
increases achieved at sales in the first half of 2021 continue into
the third quarter.  We expect the rough and polished markets to
maintain momentum into the important holiday buying season, which
should benefit our two remaining sales for the year.  The strong
sales results year-to-date have allowed the Company to completely
repay its short-term debt facility far earlier than originally
planned which is very encouraging."

                      About Mountain Province

Mountain Province is a Canadian-based resource company listed on
the Toronto Stock Exchange under the symbol 'MPVD'.  The Company's
registered office and its principal place of business is 161 Bay
Street, Suite 1410, P.O. Box 216, Toronto, ON, Canada, M5J 2S1.
The Company, through its wholly owned subsidiaries 2435572 Ontario
Inc. and 2435386 Ontario Inc., holds a 49% interest in the Gahcho
Kue diamond mine, located in the Northwest Territories of Canada.
De Beers Canada Inc. holds the remaining 51% interest.  The Joint
Arrangement between the Company and De Beers is governed by the
2009 amended and restated Joint Venture Agreement.  The Company's
primary assets are its aforementioned 49% interest in the GK Mine
and 100% owned Kennady North Project.

Mountain Province reported a net loss of C$263.43 million for the
year ended Dec. 31, 2020, compared to a net loss of C$128.76
million for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the
Company had C$595.33 million in total assets, C$75.73 million
in current liabilities, C$374.71 million in secured notes payable,
C$750,000 in lease liabilities, C$70.44 million in decommissioning
and restoration liability, and C$73.70 million in total
shareholders' equity.

Toronto, Canada-based KPMG LLP, the Company's auditor since 1999,
issued a "going concern" qualification in its report dated
March 29, 2021, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.


MOZART DEBT: Fitch Gives 'BB-(EXP)' Rating to $3.8BB Sec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB-(EXP)'/'RR3'
to the $3.8 billion proposed senior secured notes offering of
Mozart Debt Merger Sub Inc (Mozart), a new, indirect parent of
Medline Industries, Inc. (now Medline Industries, LP). Fitch also
assigned an expected rating of 'B-(EXP)'/'RR6' to Mozart's proposed
$4.0 billion offering of senior unsecured notes.

Fitch currently rates Mozart's Long-Term Issuer Default Rating (LT
IDR) 'B+'. The Rating Outlook is Stable.

The proceeds of the new senior secured and senior unsecured notes,
along with proceeds from new secured credit facilities, the
issuance of new common equity and the rollover of existing common
equity are expected to be used to fund the purchase of Medline
Industries, LP by a group of new investors and the existing owners
of Medline.

The expected ratings will be converted to final ratings after
confirmation that the acquisition has been completed in accordance
with terms of the final credit agreement, offering memorandum and
acquisition agreement. In addition, Fitch anticipates that it will
convert the expected ratings on Mozart to final ratings for Medline
Borrower, LP and Medline Co-Issuer upon the completion of the
merger of Mozart with and into Medline Borrower, LP.

KEY RATING DRIVERS

Leading Market Position for Medical/Surgical Products: Medline is a
market leader in the manufacturing and distribution of
medical/surgical products in the U.S. The company's vertical
integration of manufacturing and distribution capabilities and
global sourcing relationships helps to differentiate it from
leading competitors, such as Cardinal Health, Inc. and Owens &
Minor, Inc. Medline's profitability is enhanced by its ability to
maintain and grow relationships across a significant number of the
largest integrated delivery networks across the U.S. with Medline
branded products.

Consistently Solid Cash Flow: A combination of strong persistency
of existing customers and the ability to effectively penetrate both
the acute care and post-acute care health care market with private
label products produces a high level of profitability and cash
flow. Investments in new and existing capacity is expected to help
Medline maintain FCF/debt of 5%-10% over the near to medium term.

Leverage Profile is High: Pro forma for the acquisition of Medline
by Blackstone, Carlyle and Hellman & Friedman (the Sponsors), gross
leverage (gross debt/EBITDA) is expected to be above 7.0x.
Thereafter, gross debt is expected to be reduced by more than
$2.5-$3.0 billion over the next three fiscal years resulting in
gross debt/EBITDA between 5.0x-5.5x. Medline's consistent and solid
cash flow is expected to be applied principally to debt reduction
during this period with limited amounts used for "tuck-in"
acquisitions. Fitch's calculation of gross leverage includes an
amount of mortgage debt secured principally by Medline's
manufacturing and distribution facilities. Such debt is treated as
a having a higher priority of claim than all other senior secured
and senior unsecured debt.

Governance and Financial Policy: Following the acquisition of
Medline, the Mills family will remain the single largest
shareholder in the company. However, the Mills family will no
longer control the company, but will need to work with the Sponsors
with respect to undertaking significant actions, such as entering
into material M&A transactions, issuance of debt or equity, or
paying of material dividends. Fitch believes the two most critical
assumptions underpinning its forecast for Medline is the ability of
the Mills family and the Sponsors to work together effectively and
to reduce debt over the near to medium term.

DERIVATION SUMMARY

Medline's 'B+' LT IDR reflects its strong position in the large and
stable market for medical-surgical products. The company has
established a wide array of branded products for sale to acute
care, post-acute care, physician office and surgery center markets.
The company's vertical integration of manufacturing capabilities,
distribution network and global sourcing relationships
differentiates Medline from its principal competition -- Cardinal
Health, Inc. (CAH; BBB/Stable), Owens & Minor, Inc. (OMI;
BB-/Stable) and McKesson Corporation (MCK; BBB+/Stable). Medline's
strategy of leading with manufactured products helps to subsidize
and win prime-vendor relationships with large integrated delivery
networks.

Private label products comprise a majority of Medline's revenue and
gross profits compared to significantly lower amounts for CAH and
OMI. While each of OMI, CAH and MCK focus on parts of the Acute
care, Post-acute care, physician office and surgery center markets,
only CAH has a comparable segment focus and level of price
competitiveness. The company's EBITDA margins are significantly
higher than other distributors (including AmerisourceBergen)
because of the amount of branded products that it sells. Fitch
believes that private label products offer higher margins, albeit
at lower price points.

KEY ASSUMPTIONS

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

-- Revenue increases at a CAGR of approximately 7% over the
    period 2021-2024 (the forecast period);

-- EBITDA margins are maintained at approximately 12% over the
    forecast period;

-- Working capital changes represent a use of cash of
    approximately $200 million each year over the forecast period;

-- Capital expenditures peak in 2021 at approximately $550
    million and decline thereafter to about $300-$350 million per
    year;

-- Acquisitions of "tuck-in" businesses adding $300 million of
    revenue per year at a 10% EBITDA margin contribution;

-- Cash distributions made for equity investors' tax liabilities;
    cash taxes of the corporation estimated at ~5%-7% of pre-tax
    income;

-- FCF is used principally to reduce debt and tuck-in
    acquisitions; and

-- Secured mortgage debt of $2,230 million is assumed to be
    senior to all other senior secured and senior unsecured debt.

RATING SENSITIVITIES

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

-- Expectation of sustaining gross debt/EBITDA (including secured
    mortgage debt) at or below 5.0x by the end of fiscal 2023;

-- FCF of approximately $750 million-$1.0 billion/year is applied
    to the reduction of debt over the next three years;

-- Operational strength demonstrated by customer retention and
    market share growth leading to increasing CFO;

-- Expectation of EBITDA margins remaining above 13% and FCF/debt
    remains consistently above 10%.

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

-- Expectation of sustaining gross debt/EBITDA (including secured
    mortgage debt) at or above 6.0x by the end of fiscal 2023;

-- FCF is not used principally for debt reduction;

-- Total revenue growth rate declines to low-to-mid-single digits
    as a result of customer turnover and price concessions;

-- Expectation of EBITDA margins falling below 10% and FCF/debt
    remaining consistently below 5%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity -- Fitch expects Medline cash flow from operations
together with its revolving credit facility will be sufficient to
fund its long-term and short-term capital expenditures, working
capital and debt service requirements. The company's revolving
credit facility has a financial covenant that provides ample room
to borrow in the event of liquidity stress.

Cash and cash equivalents are expected to remain above $300 million
over the forecast period and interest coverage (operating
EBITDA/interest paid) is expected to remain above 3.0x.

Debt Maturities -- The amortization of the term-loan B is expected
to be approximately $60 million/year through maturity in 2028 and
all debt maturities are at least five years or longer; hence,
refinancing risk remains low over the forecast period (through
2024). Fitch expects that Medline will apply substantially all of
its FCF to the repayment of debt over the forecast period, except
for the application for "tuck-in" acquisitions.

Rating Recovery Assumptions

-- Fitch estimates an enterprise value (EV) on a going-concern
    basis of approximately $10.125 billion for Mozart, after
    deduction of 10% for administrative claims. The EV assumption
    is based on a post-reorganization EBITDA of $1.5 billion and a
    7.5x multiple.

-- The post-reorganization EBITDA estimate is approximately 36%
    lower than Fitch's 2021 pro forma EBITDA estimate. Fitch's
    estimate of the post-reorganization EBITDA is premised on an
    EBITDA approximating pre-pandemic levels.

-- The 7.5x multiple employed for Mozart reflects acquisition
    multiples of healthcare distributors and trading ranges of
    Mozart's peer group (CAH, OMI, MCK), which have fluctuated
    between 6x-12x in the recent past.

-- Instrument ratings and RRs for Mozart's debt instruments are
    based on Fitch's Corporates Recovery Ratings and Instruments
    Ratings Criteria. Fitch has assumed that there will be secured
    mortgage debt in the capital structure of Mozart
    (approximately $2.2 billion) that will occupy a super-senior
    position. Therefore, such debt is treated as a having a higher
    priority of claim than the secured credit facilities, which
    will include: 1) Cash flow revolving credit facility ($1.0
    billion), secured term loans (approximately $7 billion
    equivalent U.S. debt; and 2) other secured debt (approximately
    $3.8 billion).

-- Fitch has assumed that Mozart will have senior unsecured debt
    of approximately $4.0 billion, which is ranked below other
    secured debt and is estimated to have a modest recovery;
    therefore, it is rated 'RR6'. Fitch has assumed 2% of the
    recovery value available to senior creditors is allocated to
    the senior unsecured debt.

-- The secured mortgage debt is assumed to be fully recovered
    before the other senior secured and senior unsecured debt in
    the capital structure. Fitch assumes that Mozart will draw
    approximately 80% of the full amount available on the cash
    flow revolving credit facility in a bankruptcy scenario and
    includes such amount in the waterfall.

ESG Commentary

Medline has an ESG Relevance Score of '4' for Governance Structure,
because of the challenge of managing financial policy and capital
allocation objectives among the Mills family and the new major
shareholders. In addition, Medline has an ESG Relevance Score of
'4' for Group Structure, because of its complex capital structure
and use of secured mortgage debt to fund a material portion of the
acquisition of 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.

ISSUER PROFILE

Medline Industries, LP (Medline) is the largest U.S.-based
privately held manufacturer and distributor of health care supplies
to hospitals, post-acute settings, physician offices and surgery
centers. The Company manufactures or sources over 180,000
Medline-branded products that are used in millions of procedures in
the U.S. per year, and distributes over 150,000 additional
externally sourced items from other national health care brands.

SUMMARY OF FINANCIAL ADJUSTMENTS

Adjustments were made to reported EBITDA to remove gains on sales
of investments and property & equipment and to adjust cost of goods
sold from a LIFO basis to a FIFO basis. In addition, for the
forecast periods, Fitch has included debt related to an anticipated
secured mortgage financing expected to be completed simultaneously
with the buyout of Medline in the consolidated capital structure.


MOZART DEBT: S&P Rates New $3.77BB Senior Secured Notes 'B+'
------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level and '3' recovery
ratings to Mozart Debt Merger Sub Inc.'s (doing business as Medline
Industries) proposed $3.77 billion secured notes offering. The '3'
recovery rating indicates its expectation of meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of a payment default.
S&P also assigned its 'B-' issue-level and '6' recovery ratings to
the proposed $4 billion senior unsecured notes offering. The '6'
recovery rating indicates its expectation of negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default.
The funds will be used to partially finance the leveraged buyout of
Medline Industries by The Blackstone Group, The Carlyle Group, and
Hellman & Friedman LLC.

S&P said, "Our 'B+' issuer credit rating on the company reflects
its sizable scale and strong competitive position in medical
distribution. We expect demand for medical supplies and
distribution to be stable and insulated from economic cycles. These
attributes are offset by its high leverage and a financial policy
that we expect will remain aggressive under financial sponsor
ownership. We expect the company to be highly leveraged, above
6.5x. We also project cash flow to debt to be relatively low,
though we expect free cash flow generation to be comfortably
positive."



NEXPLAY TECHNOLOGIES: Signs Exchange Deal With Hudson Bay
---------------------------------------------------------
NextPlay Technologies, Inc. entered into an exchange agreement with
Hudson Bay Master Fund Ltd., a holder of warrants to purchase
322,000 shares of the company's common stock with an exercise price
$2.00 per share originally purchased from the company on Sept. 28,
2018.  

Pursuant to the terms of the warrants, Hudson Bay Master Fund had
the right, upon closing of NextPlay's acquisition of HotPlay
Enterprise Limited, effective on June 30, 2021, to elect to require
the redemption of the warrants for a cash payment of the Black
Scholes Value of the warrants, which election was subsequently made
by Hudson Bay Master Fund.  Pursuant to the exchange agreement,
Hudson Bay Master Fund agreed to exchange the Warrant (and thereby
release NextPlay from the obligation to pay the Black Scholes
Value) for a promissory note in the principal amount of $900,000.
The exchange agreement included customary representations and
warranties of the parties; a restriction prohibiting NextPlay from
undertaking a variable rate transaction for so long as the
promissory note remains outstanding; and a favored nations
provision, relating to subsequent amendments, modifications,
waivers or exchanges of any warrant to purchase common stock of
NextPlay, which applies until the first anniversary of the
repayment of the promissory note.  NextPlay also agreed to pay
$15,000 of the legal fees of Hudson Bay Master Fund pursuant to the
exchange agreement.

The promissory note is payable by NextPlay, in four equal payments
of $225,000 each, with payments due on Oct. 22, 2021, Nov. 22,
2021, Dec. 22, 2021, and on maturity, Jan. 22, 2022.  NextPlay can
prepay any amount due under the promissory note without penalties,
provided it provides Hudson Bay Master Fund five days prior written
notice.  The amount due under the promissory note does not accrue
interest, unless an event of default occurs thereunder, at which
time the amount owed under the note will accrue interest at 18% per
annum, until paid in full.  The promissory note contains customary
restrictions (including future payments of indebtedness while the
note is outstanding and in default), covenants and events of
default, including if a change of control of NextPlay occurs, and
upon the occurrence of an event of default, Hudson Bay Master Fund
can declare the entire balance of the note immediately due and
payable, together with a redemption premium of 25% (i.e., can
require NextPlay to pay 125% of the amount due under the note).
The promissory note also includes certain rights which accrue to
Hudson Bay Master Fund upon a fundamental transaction.

                    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 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.

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.


ONEJET INC: Appeal vs. Pilot's Suit Moves to 3rd Circuit
--------------------------------------------------------
Judge W. Scott Hardy of the U.S. District Court for the Western
District of Pennsylvania has entered an order allowing OneJet Inc.
to go straight to the Third Circuit with its argument that an
ex-pilot's toxic exhaust claims were rendered void by a bankruptcy
judge's failure to use specific wording -- that the automatic stay
is "terminated" instead of "annulled" -- the order allowing his
suit to go forward.

On Oct. 17, 2018, an involuntary Chapter 7 bankruptcy petition was
filed against OneJet, Inc., in the U.S. Bankruptcy Court for the
Western District of Pennsylvania at Bankruptcy Case No.
18-24070-GLT.

Jeremy Ravotti on Nov. 18, 2018, filed an action -- Jeremy Ravotti
v. OneJet Inc. (W.D. Pa. Civil Action No. 18-1598) -- alleging
negligence on the part of OneJet and seeking to recover damages
related to injuries he allegedly suffered as a pilot operating two
of the Debtor's aircrafts.

On Jan. 23, 2019, District Court Chief Judge Mark R. Hornak entered
an order staying and administratively closing the Ravotti suit
because it appeared that the automatic stay afforded by the
bankruptcy lawse

On Nov. 18, 2019, upon consideration of a motion filed by Ravotti,
United States Bankruptcy Judge Gregory L. Taddonio entered an order
in the Bankruptcy Case granting Ravotti relief from the automatic
stay so that he could "continue to pursue the litigation pending"
in the district court.  Plaintiff filed a motion to lift the stay
and reopen this case on Feb. 26, 2020, and Judge Hornak granted
Plaintiff's motion on March 2, 2020.  The case was reassigned to
Judge W. Scott Hardy on September 23, 2020.

On Dec. 4, 2020, the District Court issued a Memorandum Order
denying Plaintiff's motion for entry of a default judgment.

Defendant then moved for judgment on the pleadings pursuant to
Fed.R.Civ.P. Rule 12(c), arguing that Plaintiff's Complaint was
void when it was filed because Defendant was involved in bankruptcy
proceedings at the time, and that Plaintiff failed to file or
re-file a complaint or otherwise move to re-open this case in a
timely manner, which Defendant contends was required by the
Bankruptcy Court's order granting relief from the stay.  Defendant
argued that Plaintiff's claims are therefore barred by the
applicable statute of limitation.  Plaintiff argues, however, that
the Bankruptcy Court did in fact provide retroactive relief in its
detailed order which contained a clear explanation of the relief
being granted -- and, according to which, Plaintiff was not
required to file a new lawsuit but was permitted to continue to
pursue the existing one.

On July 1, 2021, District Court entered an order denying OneJet's
Motion for Judgment on the Pleadings.  The Court rejected OneJet's
argument that Ravotti's Complaint was void ab initio because OneJet
was in bankruptcy proceedings and Ravotti subsequently failed to
file or re-file a complaint or otherwise move to re-open the case
within 30 days after the Bankruptcy Court purportedly "terminated"
the automatic stay but prior to the expiration of the applicable
statute of limitations.  Rather, the Court held that Plaintiff's
claim is not barred by the statute of limitations because the
Bankruptcy Court's order, when considered in its entirety,
effectively modified or annulled the automatic stay with certain
specific conditions as permitted by 11 U.S.C. Sec. 362(d)2 and
despite using the word "terminated" instead of "annulled." Indeed,
the pertinent text of the Bankruptcy Court's order provides, "The
automatic stay is terminated . . . so that Ravotti may continue to
pursue the litigation pending in the United States District Court .
. . at Case No. 2:18-cv-01598."

OneJet is dissatisfied with the District Court's explanation that
the Bankruptcy Court possesses the statutory authority to annul,
terminate, modify, or condition an automatic stay under 11 U.S.C.
Sec. 362(d), and that it exercised its authority, as evidenced by
the plain meaning of its Order when considered in its entirety, by
permitting Ravotti to pursue the litigation pending in the District
Court, while limiting his ability to enforce any judgment solely
from available insurance proceeds rather than from any asset or
property of the bankruptcy estate.  OneJet persists in arguing that
the Bankruptcy Court's use of the word "terminated" rather than
"annulled" -- notwithstanding its additional clarifying text
evidencing the exercise of its annulment power --  divests it of
its statutory authority to lift the stay retroactively.

On Sept. 24, 2021, the District Court entered an order granting
OneJet's motion to certify an interlocutory appeal on the issue.
The District Court noted that all three requirements for
interlocutory review under 28 U.S.C. Sec. 1292(b) are present.  The
District Court, in the exercise of its discretion, finds this
action to be that "exceptional case" justifying certification of
its July 1, 2021 Order for interlocutory appeal.

A copy of the Memorandum Opinion signed Sept. 24, 2021, is
available at PacerMonitor.com at https://bit.ly/39J9iL7

Ravotti's counsel:

          Michael A. O'Leary
          The Archinaco Firm, LLC
          Tel: 412-434-0555
          E-mail: moleary@archlawgroup.com

                         About OneJet Inc.

OneJet Inc. was a virtual airline that specialized in scheduled
point-to-point flights operated by small business jets and regional
aircraft.  Flights were operated utilizing a public charter
arrangement.

OneJet was forced into involuntary Chapter 7 bankruptcy (Bankr.
W.D. Pa. Case No. 18-24070) by several investors in October 2018,
two months after it stopped flying. It later reported it had no
assets and $43 million in liabilities.

The Chapter 7 Trustee:

       Rosemary C. Crawford
       Crawford McDonald, LLC. P.O. Box 355
       Allison Park, PA 15101

The Chapter 7 Trustee's counsel:

       Kirk B. Burkley, Esq.
       Bernstein-Burkley, P.C.
       Tel: 412-456-8108
       E-mail: kburkley@bernsteinlaw.com

           - and -

       Rosemary C. Crawford, Esq.
       Crawford McDonald, LLC
       Tel: 724-443-4757
       E-mail: crawfordmcdonald@aol.com


OT MERGER: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to OT
Merger Corp.

S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to the company's proposed first-lien
debt as well as our 'CCC+' issue-level rating and '5' recovery
rating to the proposed senior unsecured notes.

"The stable outlook reflects our view that the company will
continue to improve its profitability and generate positive free
operating cash flow, enabling it to reduce its S&P Global
Ratings-adjusted debt leverage toward the low- to mid-7x range over
the next 12 months."

Platinum Equity LLC is acquiring OT Merger Corp., the parent of
global saw chain manufacturer Oregon Tool Inc. The company is
issuing debt to fund the transaction, which S&P Global Ratings
expects will close in the fourth calendar quarter of 2021.

S&P said, "We believe demand for lawn, garden, and agricultural
products will spur strong operating performance through the
remainder of 2021, though moderate somewhat in 2022. OT Merger has
demonstrated solid performance through the first half of 2021 with
trailing-12 months revenues increasing 19% over prior, driven by
recovery across its distribution channels, continued e-commerce
growth, and strong OEM demand from heightened outdoor activity
during the COVID-19 pandemic. We anticipate demand trends to
continue for the duration of 202l given the company's record level
backlog, that is up over 50% from 2020 year-end. We also expect a
fairly significant margin improvement in 2021 supported by greater
sales of higher-margin products and more profitable channels, such
as e-commerce, as well as the company's continued focus on cost
improvement throughout the business. OT Merger's S&P Global
Ratings-adjusted margins for the 12-month-period ended June 30,
2021, increased 510 basis points over the prior-year period to the
high-teen percentage area and the company should be able to
maintain its margin around the same level through the rest of the
year. Although there could be some pullback in 2022 as we
anticipate outdoor activity levels to return to a more normalized
level, as experienced pre-pandemic, OT Merger should benefit from
shifting secular trends in the electrification of outdoor power
tools and do-it-yourself gardening, new product innovations, and
cost-optimization synergies that should support modest growth and
incremental margin improvement going forward.

"Despite our expectations for continued growth in operating
performance, leverage remains elevated. The sale of OT Merger to
Platinum from its previous sponsors, American Securities and P2
Capital, will add just over $375 million of debt to the company's
balance sheet. As a result, we anticipate 2021 S&P Global
Ratings-adjusted debt to EBITDA will increase to the mid-7x range
from the mid-5x range in 2020. While we recognize management's
efforts to support both growth and operational improvement, we
expect leverage will remain above 7x over the next 12 to 18 months,
primarily given the incremental debt load. In addition, our
assessment of the company's financial risk incorporates its
financial sponsor ownership and the potential that leverage could
remain high. Specifically, while we do not expect Platinum to
pursue debt-funded dividends in the near term, we expect that the
company will opportunistically pursue acquisitions over time that
could keep leverage elevated.

"OT Merger will continue to generate positive free operating cash
flow as well as demonstrate adequate liquidity and covenant
headroom. We anticipate the company will generate positive free
operating cash flow in the $90 million to $100 million range
supported by stronger earnings from operations, partially offset by
modest working capital outflows. We anticipate the company to
increase its capital spending as it resumes a more normalized level
of maintenance capex in line with pre-pandemic levels and increases
growth expenditures to support new product initiatives. We expect
the company to remain acquisitive, using a mixture of excess cash
and debt to fund opportunities that support both its existing
customer base and new channel growth."

With over $90 million of cash on the balance sheet as of June 30,
2021 and full availability on its credit facilities
post-transaction, the company should have ample liquidity and
covenant headroom to manage its operating needs over the next 12
months.

The stable outlook on OT Merger indicates S&P's expectation that it
will generate positive free operating cash flow (FOCF) and maintain
adjusted leverage in the low-to-mid-7x range over the next 12
months supported by its strong e-commerce sales, new product
innovations, and continuous cost optimization initiatives.

S&P could lower its rating on OT Merger if:

-- The company experiences a significant reduction in its original
equipment manufacturer (OEM) sales over the next 12 months that
drastically reduces earnings and causes its adjusted debt to EBITDA
to meaningfully deteriorate, such that we believe the capital
structure becomes unsustainable; or

-- The company's working capital or operating trends deteriorate
materially leading to negative FOCF, reduced liquidity, and
heightened risk of a covenant violation.

Although unlikely over the next 12 months given the additional debt
load, S&P could raise its rating on OT Merger if:

-- S&P expects the company's adjusted debt to EBITDA to remain
consistently below 6.5x and anticipate its financial policies will
support this improved level of leverage over the long term,
inclusive of potential future acquisitions and shareholder returns;
and

-- The company maintains positive FOCF and sufficient liquidity.



PETROTEQ ENERGY: Inks Confidentiality Pact With Uppgard Client
--------------------------------------------------------------
Petroteq Energy Inc. has entered into a confidentiality agreement
with the third party who was previously disclosed as being a client
of Uppgard Konsult AB.

The purpose of the confidentiality agreement is to permit Petroteq
to find out the identity and intentions of the third party and to
allow the parties to discuss a potential transaction.  There can be
no assurance that any transaction with the third party will be
entered into or completed at all.  Any potential transaction would
be subject to applicable director, shareholder and regulatory
approvals.

                       About Petroteq Energy Inc.

Petroteq Energy Inc. -- www.Petroteq.energy -- is a clean
technology company focused on the development, implementation and
licensing of a patented, environmentally safe and sustainable
technology for the extraction and reclamation of heavy oil and
bitumen from oil sands and mineable oil deposits.  Petroteq is
currently focused on developing its oil sands resources at Asphalt
Ridge and upgrading production capacity at its heavy oil extraction
facility located near Vernal, Utah.

Petroteq reported a net loss and comprehensive loss of $12.38
million for the year ended Aug. 30, 2020, compared to a net loss
and comprehensive loss of $15.78 million for the year ended Aug.
31, 2019.

Vancouver, British Columbia, Canada-based Hay & Watson, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated Dec. 15, 2020, citing that the
Company has had recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.


PIXIUS COMMUNICATIONS: Wins Continued Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has authorized
Pixius Communications, LLC to use cash collateral.

The Debtor filed a Motion to Approve Extended Use of Cash
Collateral on March 11, 2020 which was heard on March 16, 2020. No
order was entered at that time.

The Court says the motion is granted under the terms of the order
entered on March 16, 2020 and any reserved disputed issues are now
moot.

A copy of the order is available at https://bit.ly/2XO65ap from
PacerMonitor.com.

                   About Pixius Communications

Pixius Communications LLC -- https://www.pixius.com/ -- is an
internet service provider in Wichita, Kansas.  It offers
comprehensive solutions to its customers to meet their internet and
technology needs, where traditional services fail or do not reach.


Pixius Communications sought Chapter 11 protection (Bankr. D. Kan.
Case No. 19-11749) on Sept. 13, 2019.  The Debtor was estimated to
have assets between $1 million and $10 million, and liabilities
between $10 million to $50 million.  The petition was signed by
Michael Langer, manager.  The Hon. Robert E. Nugent is the case
judge.  Klenda Austerman LLC is the Debtor's counsel.

The Debtor's Joint Chapter 11 Plan of Liquidation was confirmed
October 29, 2020.



PLATINUM GROUP: Liberty Metals' Equity Stake Reduced to 4.8%
------------------------------------------------------------
Liberty Metals & Mining Holdings, LLC disclosed in an amended
Schedule 13D filed with the Securities and Exchange Commission that
as of Sept. 13, 2021, it beneficially owns 3,606,441 shares of
common stock of Platinum Group Metals Ltd., which represents 4.8
percent of the shares outstanding.

On Sept. 13, 2021, LMMH sold 250,000 common shares of Platinum
Group at an average price of US$2.552 per common share in the
public market for gross proceeds of US$638,000.  In addition, on
Sept. 14, 2021, LMMH sold 200,000 common shares of the issuer at a
price of US$2.39 per common share in the public market for gross
proceeds of US$472,000 which caused LMMH to cease to be a
beneficial owner of more than 5% of Platinum Group common stock.

A full-text copy of the regulatory filing is available for free
at:

https://www.sec.gov/Archives/edgar/data/1095052/000119312521272921/d352361dsc13da.htm

                    About Platinum Group Metals

Headquartered in British Columbia, Canada, Platinum Group Metals
Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and
palladium focused exploration, development and operating company
conducting work primarily on mineral properties it has staked or
acquired by way of option agreements or applications in the
Republic of South Africa and in Canada.

Platinum Group reported a net loss of US$7.13 million for the year
ended Aug. 31, 2020, compared to a net loss of US$16.77 million for
the year ended Aug. 31, 2019.  As of May 31, 2021, the Company had
$54.50 million in total assets, $33.27 million in total
liabilities, and $21.23 million in total shareholders' equity.

PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated Nov. 25, 2020, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency,
negative working capital and has significant amounts of debt
payable without any current source of operating income which raise
substantial doubt about its ability to continue as a going concern.


QUANTUM CORP: All Four Proposals Passed at Annual Meeting
---------------------------------------------------------
Quantum Corporation held its annual meeting of stockholders at
which the stockholders:

   (1) elected Rebecca J. Jacoby, James J. Lerner, Raghavendra Rau,
Marc E. Rothman, and Yue Zhou White as directors to serve until the
2022 annual meeting or until their successors are elected and duly
qualified;

   (2) ratified the appointment of Armanino LLP as the company's
independent registered public accounting firm for the fiscal year
ending March 31, 2022;

   (3) approved, on an advisory basis, the compensation of the
named executive officers of the company; and

   (4) approved the amendment and restatement to the company's 2012
Long-Term Incentive Plan.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com-- provides technology and services that
stores and manages video and video-like data delivering the
industry's top streaming performance for video and rich media
applications, along with low cost, high density massive-scale data
protection and archive systems.  The Company helps customers
capture, create and share digital data and preserve and protect it
for decades.

Quantum reported a net loss of $35.46 million for the year ended
March 31, 2021, compared to a net loss of $5.21 million for the
year ended March 31, 2020.  As of June 30, 2021, the Company had
$178.18 million in total assets, $291.11 million in total
liabilities, and a total stockholders' deficit of $112.93 million.


QUARTERNORTH ENERGY: S&P Assigns 'CCC+' ICR, Outlook Positive
-------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issuer credit rating to
Houston-based offshore exploration and production (E&P) company
QuarterNorth Energy Holding Inc. (QNE).

S&P said, "We also assigned our 'B' issue-level rating to the
company's second-lien term loan, with a recovery rating of '1',
reflecting our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.

"The positive outlook reflects our expectations that QNE's
production will remain close to 30 Mboe/d over the next 12 to 24
months with the company generating significant free operating cash
flow (FOCF) to be used for debt repayment. We also expect the
company to fill its executive vacancies and establish a longer and
more consistent post-reorganization operating track record."

QNE is a spinoff of the recently restructured Fieldwood Energy.

As a result of the transactions, QNE now owns Fieldwood's former
Gulf of Mexico (GOM) deep-water business, shelf properties
comprising 13 fields with limited P&A obligations, and a 10%
interest in certain Mexican offshore properties--which are in the
process of being sold. QNE is also the contractual operator on
legacy Fieldwood properties now owned by its prepetition unsecured
creditors and will continue to provide temporary safekeeping
support for certain abandoned properties encompassing 30 platforms
that, per S&P's understanding, will be transitioned within the next
nine months to previous owners in the chain of title under an
agreement with the federal government.

The ratings on QNE reflect S&P's view that the company will be
dependent on favorable business conditions to meet its long-term
financial commitments.

The reorganized company has yet to establish an operating track
record and S&P believes its execution risk is elevated given its
predecessor's multiple recent bankruptcies and QNE's ongoing search
for executive officers including a CFO and COO, although the rest
of the management team has largely remained in place. Aside from
its $208 million of cash at emergence, the company lacks a
traditional revolving credit facility to serve as a liquidity
backstop in the event of unforeseen material operating issues
(although its second-lien loan does have an uncommitted $50 million
accordion feature).

S&P's assessment of QNE's credit risk also incorporates its small
scale, concentration in the Gulf of Mexico (GOM) and the associated
risks of offshore oil and gas production, as well as majority
ownership by pre-petition lenders.

S&P said, "Following the division of Fieldwood's assets, QNE's
scale is among the smaller of the oil producers we rate with about
31 Mboe/d of production and 70 MMboe of proved reserves (58%
developed), and is now less than half the size of its predecessor
on both metrics. The asset base is 95% operated and 80%
oil-weighted, along with access to critical GOM infrastructure.
However, we expect its cash operating costs of near $20 per barrel
oil equivalent (boe) to remain high relative to both onshore and
offshore peers. Most of the deep-water assets are located in Green
Canyon and Mississippi Canyon, and are characterized by
higher-margin and low decline production along with prospective
drilling opportunities. The lower-risk retained shelf assets are
complementary to the deep-water portfolio, and we expect activity
there to focus on quick payback recompletions. In the near term, we
expect strategic priorities to focus primarily on cash flow
generation while maintaining the current production base and a
healthy balance sheet. Nevertheless, QNE is subject to typical
offshore operational risks such as hurricanes, related shut-ins,
potential oil spills, and heavy decommissioning obligations--even
though we expect modest near-term spending on P&A. We note that the
company's emergence from Chapter 11 bankruptcy in August 2021
marked the completion of its predecessor's second restructuring
process since 2018.

"We expect free cash flow and asset sale proceeds will be used to
reduce debt.

"We anticipate QNE will generate significant FOCF in 2022 with
average debt to EBITDA around 1.7x and FFO to debt more than 50%
over the next two years. The company's hedges cover approximately
60% of anticipated oil production for the next 12 months, which
supports the forecasted financial metrics. We expect 2022 capital
of expenditures of around $100 million focused on maintaining the
current production base to increase moderately in 2023 with more
deep-water activity. We anticipate the company will use near-term
free cash flow to repay outstanding borrowings on the $119 million
first-lien facility, which has a fixed amortization schedule of $15
million per year along with a 25% excess cash sweep (the facility
must also be reduced to $100 million or less by year-end 2021).
Moreover, any proceeds received from the potential sale of the
Mexico interest will accelerate debt repayment as they would be
earmarked to pay down the first lien facility.

"The positive outlook reflects our expectations that QNE's
production will remain close to 30 Mboe/d over the next 12 to 24
months with the company generating significant free operating cash
flow to be used for debt repayment. We also expect the company to
fill its executive vacancies and establish a longer and more
consistent post-reorganization operating track record.

"We could lower the rating if we foresee a specific default
scenario over the next 12 months. These scenarios could include but
are not limited to, a near-term liquidity crisis, violation of
covenants, or significant probability of a debt exchange we may
view as distressed.

"We could raise the rating if QNE improves its liquidity position
and demonstrates a track record of consistent and successful
operating performance."



REGIONAL HEALTH: Terminates Vero Management Consulting Agreement
----------------------------------------------------------------
Regional Health Properties, Inc., together with its subsidiaries,
notified Vero Health Management, LLC of its intention to terminate
their management consulting services agreement effective Oct. 1,
2021.

Under the agreement dated Jan. 1, 2021, Vero provides management
consulting services for Regional's Tara facility located in
Thunderbolt, Georgia.  

Regional will continue to operate the Tara facility and has entered
into a management agreement with Peach Health Group, LLC, dated as
of Sept. 22, 2021 and effective Oct. 1, 2021.  Affiliates of Peach
also lease from Regional three additional facilities located in
Georgia known as Oceanside Nursing and Rehabilitation Center,
Savannah Beach Nursing and Rehabilitation Center and Advanced
Healthcare of Twiggs County.

Under the management agreement, for the first six months, Regional
will pay Peach: (i) a monthly management fee equal to 4% of the
adjusted net revenues (as defined in the management agreement) of
the Tara facility with a monthly minimum of $35,000; (ii) an
incentive fee of 1% of the adjusted net revenues in the event that
monthly EBITDAR (as defined in the management agreement) is above
$105,000; and (iii) an incentive fee of 13% of EBITDAR in the event
that monthly EBITDAR is above $125,000.  

For months seven through the end of the management agreement,
Regional will pay Peach: (a) a monthly management fee equal to 3%
of the adjusted net revenues of the Tara facility with a monthly
minimum of $30,000; (b) an incentive fee of 1% of the adjusted net
revenues in the event that monthly EBITDAR is above $105,000; and
(c) an incentive fee of 15% of EBITDAR in the event that monthly
EBITDAR is above $125,000. All incentive fees will be paid on a
quarterly basis.  The term of the management agreement commences on
Oct. 1, 2021 and continues for 12 months thereafter, subject to
earlier termination as provided in the management agreement.  The
management agreement also includes customary covenants, termination
provisions and indemnification obligations.

                  About Regional Health Properties

Regional Health Properties, Inc. (NYSE American: RHE) (NYSE
American: RHEpA) -- http://www.regionalhealthproperties.com-- is
a
self-managed healthcare real estate investment company that invests
primarily in real estate purposed for senior living and long-term
healthcare through facility lease and sub-lease transactions.

Regional Health reported a net loss attributable to common
stockholders of $9.68 million for the year ended Dec. 31, 2020,
compared to a net loss attributable to common stockholders of $3.49
million for the year ended Dec. 31, 2019.  As of June 30, 2021, the
Company had $107.16 million in total assets, $96.43 million in
total liabilities, and $10.74 million in total stockholders'
equity.


RETIRED-N-FIT: Unsecured Creditors to Get 0% in Plan
----------------------------------------------------
Retired-N-Fit, LLC, a/k/a Beyond Fifty Fitness, submitted a First
Amended Small Business Plan of Reorganization dated September 23,
2021.

The Debtor/Plan Proponent, Retired-N-Fit, LLC is a limited
liability company, d/b/a Beyond Fifty Fitness, formed by Christina
M. Stanbery in 2015. The Covid-19 pandemic caused irreparable
damage to the Debtor's business and operations.

Prior to the Petition Date, the Debtor operated two Beyond Fifty
Fitness locations, commonly referred to as the Brandywine Location
and the Hockessin Location. The landlord for the Brandywine
Location sought to demolish the building. As a result, the Debtor
agreed to relocate the Brandywine Location to the current location
at 1405 Foulk Road, Suite 201, Wilmington, DE 19803 (the
"Brandywine Gym").

Since the Petition Date, the Debtors moved to reject its lease at
the Hockessin location and the Bankruptcy Court approved that lease
rejection on April 14, 2021. In addition, the Debtor has negotiated
a lease amendment with the Landlord at the Brandywine location,
which will provide the Debtor with significant rent concessions and
allow the Debtor the financial flexibility to reorganize its debts
and continue its business operations.

Under the Plan, the Debtor will devote its projected disposable
income for a period of three years to the payment of Creditors. The
Plan will be funded with the income that is received by the Debtor
that is not reasonably necessary for the payment of expenditures
necessary for the continuation, preservation, or operation of the
business of the Debtor. The Plan provides for full payment of
Administrative Expenses, Priority Tax Claims, Allowed Secured
Claims, and Allowed Other Priority Claims in accordance with the
Bankruptcy Code, and projects no payment to Allowed Unsecured
Claims. As permitted by 11 U.S.C. § 1181(a), the Debtor's equity
security holders will retain their Equity Interests.

Class 1 consists of the disputed secured claim for loan on
equipment/fixtures of True Access Capital (Claim #5) in the amount
of $48,217.  Within 60 days of the Effective Date, the Debtor will
pay True Access Capital on account of Claim #5 the amount of
$2,442.50, which amount equals the value of the assets that True
Access Capital allegedly has a lien on. The completion of this
payment will satisfy the Class 1 claim in full. Any deficiency
claim of the Class 1 claimant will be treated in accordance with
class 2.

Class 2 consists of General Unsecured Claims in the amount of
$334,090.  Pro rata payment from any disposable income of the
Debtor and after the Debtor makes distributions to Administrative
Claims and Class 1. This Class has 0.00 estimated percent of claim
paid.

The Member of the Debtor shall retain their ownership interests in
the Debtor.

The Plan will be funded by the proceeds realized from the continued
operations of the Debtor.

A full-text copy of the First Amended Plan of Reorganization dated
Sept. 23, 2021, is available at https://bit.ly/3CPmWZH from
PacerMonitor.com at no charge.

Counsel to the Debtor:

     David M. Klauder, Esq.
     Bielli & Klauder, LLC
     1204 N. King Street
     Wilmington, DE 19801
     Phone: (302) 803-4600
     Fax: (302) 397-2557
     Email: dklauder@bk-legal.com

                      About Retired-N-Fit LLC

Retired-N-Fit, LLC -- http://www.beyondfiftyde.com/-- runs a
Delaware fitness studio for adults ages 50 and beyond.

Retired-N-Fit filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10561) on
March 12, 2021.  The Debtor disclosed $50,000 to $100,000 in assets
and $100,000 to $500,0000 in liabilities at the time of the filing.
Bielli & Klauder, LLC serves as the Debtor's legal counsel.


RIVOLI & RIVOLI: Nov. 9 Plan & Disclosure Hearing Set
-----------------------------------------------------
On Sept. 23, 2021, the U.S. Bankruptcy Court for the Western
District of New York conducted a hearing to consider the motion of
debtor Rivoli & Rivoli Orthodontics, P.C. for conditional approval
of Disclosure Statement.  Judge Paul R. Warren ordered that:

     * Nov. 9, 2021 at 11:00 A.M. in the U.S. Bankruptcy Court, 100
State Street, Rochester, NY 14614 is the hearing on final approval
of the third amended disclosure statement and the hearing on
confirmation of the Chapter 11 plan.

     * Nov. 2, 2021 is fixed as the last day for filing and serving
written objections to the third amended disclosure statement and
confirmation of the Chapter 11 plan.

     * Dec. 31, 2020 was fixed as the last day for filing proofs of
claim in this case.

     * Dec. 31, 2020 was fixed as the last day for filing proofs of
claim for governmental unit creditors.

     * Ballots accepting or rejecting this plan may be filed with
the Clerk of Court, U.S. Bankruptcy Court, 100 State Street,
Rochester, New York 14614 at any time before the confirmation
hearing or any continuation.

A full-text copy of the order dated September 23, 2021, is
available at https://bit.ly/2We6H8L from PacerMonitor.com at no
charge.  

Debtor's counsel:

     Daniel F. Brown, Esq.
     ANDREOZZI BLUESTEIN LLP
     9145 Main Street
     Clarence, NY 14031
     Tel: 716-633-3200
     Fax: 716-565-1920
     E-mail: dfb@andreozzibluestein.com

                About Rivoli & Rivoli Orthodontics

Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com/
-- offers orthodontic services with locations in Spencerport,
Rochester, Webster, and Brockport, N.Y.

Rivoli & Rivoli Orthodontics filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
19-20627) on June 21, 2019.  In the petition signed by Peter S.
Rivoli, president, the Debtor disclosed $233,492 in assets and
$1,778,831 in liabilities.  Daniel F. Brown, Esq., at Andreozzi
Bluestein LLP, is the Debtor's counsel.

Dr. Peter S. Rivoli and Lynne M. Rivoli, as individuals, filed a
joint Chapter 11 petition on June 21, 2019 (Bankr. W.D.N.Y. Case
No. 19-20628).  The case is jointly administered with that of
Rivoli Orthodontics.  


RIVOLI & RIVOLI: Unsecureds Will Get 10% of Claims in 4 Years
-------------------------------------------------------------
Rivoli & Rivoli Orthodontics, P.C., submitted a Third Amended
Disclosure Statement for Small Business Under Chapter 11.

The Debtor is a New York corporation based in Spencerport, New York
which provides pediatric and adult orthodontics services through
office locations in Spencerport and Webster, New York.

In an effort to grow the number of patients it was serving, over
more than a decade, R&R expanded its operations to a total of six
offices located in both the greater Rochester, New York
metropolitan and Central New York State areas. Unfortunately, the
additional revenues generated by the Debtor's expansion did not
grow rapidly enough to enable the Debtor to remain current on all
of its bills.

After consulting with counsel, the Debtor determined that filing a
Chapter 11 bankruptcy would permit it far greater opportunities to
restructure its payments to the IRS and to NYS Tax and to address
and to resolve the claims of Spring Pines and other creditors
asserting claims against it than would be available to it outside
of bankruptcy. Accordingly, on June 21, 2019, the Debtor commenced
this case though the filing of a voluntary Chapter 11 bankruptcy
Petition.

The Plan will treat claims as follows:

     * Class 1 consists of the Secured Claim of The Lyons National
Bank. Payments begin 20th of the Month, beginning with the first
month after confirmation of the Plan. $32,995.00 paid to Lyons Bank
to date as adequate protection payments is a credit against secured
claim amount. Lyons Bank will retain its pre- and post petition
liens until its secured claim is paid in full, at which time the
liens will be released.

     * Class 2 consists of the Secured Claim of the Internal
Revenue Service. Payments begin 20th of the Month, beginning with
the second month after confirmation of the Plan, after the priority
claims of the IRS are paid during the first month. $183,550.00 paid
to the IRS to date as adequate protection payments is a credit
against secured claim amount. The IRS will retain its pre- and
post-petition liens until its secured claim is paid in full, at
which time the liens will be released.

     * Class 4 consists of the Partially Secured Claim of Spring
Pines Dental Care, LLP. Payments begin 20th of the Month, beginning
with the first month after confirmation of the Plan. For the first
12 months, payments will be $4,718.58 per month. For 36 months
thereafter, payments at the rate of $6,000.00 per month, until paid
in full. $$55,718.53 paid to Spring Pines to date as adequate
protection payments is a credit against secured claim amount.
Spring Pines will retain its pre- and post-petition liens until its
secured claim is paid in full, at which time the liens will be
released. Unsecured balance of $433,959.29 will be paid only as a
Class 7 general unsecured claim.

     * Class 6 consists of the Priority unsecured wage claim of
Mindy Altemose. Payments in the amount of $255.37 per month for 12
months, on the 20th of the Month, beginning with the first month
after confirmation of the Plan, until paid in full.

     * Class 7 consists of General Unsecured Claims. The Debtor
will make monthly payments to an escrow account for the benefit of
unsecured creditors for a four-year period beginning the month
following confirmation. For the first 12 months, these payments
will be $3,000.00 per month. For years two through four, these
payments will be $3,500.00 per month, for a combined total of
$162,000.00. A first dividend of $18,000.00 will be paid, pro rata,
to holders of general unsecured claims on or about April 15, 2022.
Thereafter, approximately every six months through October, 2025,
the Debtor will make additional pro rata payments to the unsecured
claimants. It is currently estimated that holders of allowed
general unsecured claims will be paid approximately 10 percent of
their claims.

     * Class 8 consists of Equity interest holders. On the
effective date, all legal, equitable and contractual rights and
interests of the holders of Class 8 interests will be reinstated,
however, Class 8 equity interest holders will not receive any
distributions under the Plan.

All distributions will be paid by the Debtor, over time, using
future business revenues. Based upon the Debtor's current income
for the past twelve months and the Debtor's projected income and
expenditures, as set forth in the Debtor's projections, the Debtor
believes that it will be able to make all payments required by the
Plan. In the event that any payments to creditors are returned as
being undeliverable, the Debtor will use its best efforts to locate
an updated address for that creditor.

A full-text copy of the Third Amended Disclosure Statement dated
September 23, 2021, is available at https://bit.ly/2XKQPuV from
PacerMonitor.com at no charge.  

Debtor's counsel:

     Daniel F. Brown, Esq.
     ANDREOZZI BLUESTEIN LLP
     9145 Main Street
     Clarence, NY 14031
     Tel: 716-633-3200
     Fax: 716-565-1920
     E-mail: dfb@andreozzibluestein.com
    
                 About Rivoli & Rivoli Orthodontics

Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com/
-- offers orthodontic services with locations in Spencerport,
Rochester, Webster, and Brockport, N.Y.

Rivoli & Rivoli Orthodontics filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
19-20627) on June 21, 2019.  In the petition signed by Peter S.
Rivoli, president, the Debtor disclosed $233,492 in assets and
$1,778,831 in liabilities.  Daniel F. Brown, Esq., at Andreozzi
Bluestein LLP, is the Debtor's counsel.

Dr. Peter S. Rivoli and Lynne M. Rivoli, as individuals, filed a
joint Chapter 11 petition on June 21, 2019 (Bankr. W.D.N.Y. Case
No. 19-20628).  The case is jointly administered with that of
Rivoli Orthodontics.


ROCKCLIFF ENERGY II: Fitch Assigns 'B+' IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B+' to Rockcliff Energy II LLC (Rockcliff). Fitch
has also assigned a 'BB+'/'RR1' rating to Rockcliff's senior
secured reserve-based lending (RBL) facility and a 'BB-'/'RR3'
rating to its proposed senior unsecured notes. The Rating Outlook
is Stable.

Rockcliff's ratings reflect the company's sizeable production of
approximately 1 BCFe/d and 4.5 TCFe of proved reserves in the East
Texas portion of the Haynesville basin. The ratings also reflect
the company's peer-leading Fitch-estimated full-cycle cost of $1.55
per mcfe, $150-$200 million of mid-cycle forecasted positive
pre-dividend free cash flow, over 15 years of economic drilling
inventory at Fitch's mid-cycle price, and projected sub-1.0x
debt/EBITDA profile. Offsetting factors include a limited track
record, a smaller developed producing reserves (PDP) wedge at 35%
of 1P reserves, continued need to further de-risk its East Texas
acreage and uncertainty surrounding the longer-term capital
allocation strategy.

KEY RATING DRIVERS

Low Cost Haynesville Operator: Rockcliff's core acreage in the East
Texas portion of the Haynesville basin totals 272k net acres, which
equates to approximately 15 years of economic inventory life at
Fitch's mid-cycle Henry Hub price of $2.45/mcf. The company's
competitive total cash cost profile ($0.63/mcfe, 2Q21) is largely a
result of the shallower, lower decline nature of the assets and
proximity to Henry Hub/Gulf Coast demand centers. While the East
Texas portion of the basin has less operating history, reservoir
characteristics lead to lower development costs and decline rates.
Offset operator Comstock's initial production results at wells in
East Texas are generally consistent with the average IP of its
recent Louisiana wells, somewhat mitigating geological and
volumetric risk.

Positive FCF Forecast: Fitch forecasts Rockcliff to generate
positive free cash flow throughout the base case given its low
operating cost structure. Development funding and cash flowrisks
are also somewhat alleviated by the company's hedging strategy.
Rockcliff plans to use $590 million of proceeds from the proposed
senior note transaction to pay down its RBL facility balance, which
will significantly enhance its liquidity position. Pro forma this
issuance, Rockcliff would have approximately 85% availability on
its $900 million borrowing base.

Longer-Term Capital Allocation Uncertainty: Management has
indicated that its short-term capital allocation plan is to fully
pay down revolver borrowings with free cash flow, which it expects
to do by year end 2021. Given the current four rig program and
expected capex in the $450 million range per year, production
growth is expected to average in the mid-single digits throughout
the forecast. Fitch believes that management's intent to maintain
limited production growth may lead to future FCF-linked equity
distributions.

Sub-1.0x Leverage: Rockcliff has a relatively low leverage profile
compared to Fitch-rated 'B' category peers in the Haynesville basin
resulting in favorable asset coverage and metrics. At Q2 2021,
total debt/1P reserves were 0.9x on a boe basis while debt/flowing
barrel was $5,576. Fitch-calculated total debt/EBITDA is forecasted
to be approximately 0.8x in 2021 and is expected to remain around
that level through the rating horizon.

Hedging Strategy Reduces Price Risk: Rockcliff has implemented a
multi-year hedging strategy to limit downside commodity price risk.
As of 2Q21, the company has hedged approximately 71% of its
forecasted 2H21 production at an average price of $2.59/mcf and 70%
of its forecasted 2022 production at an average price of $2.53/mcf.
Hedge coverage declines thereafter to approximately 55% of 2023
production. Fitch expects that the company will continue to hedge
future production at similar levels to de-risk cash flows and
reduce pricing volatility.

DERIVATION SUMMARY

At 2Q 2021, Rockcliff's average daily production of 998 mmcfe/d was
below Comstock Resources (B/Positive; 1,387 mmcfe/d) and CNX
Resources (BB/Positive, 1,516 mmcfe/d) and similar to Vine Energy
(B/Watch Positive, approximately 1,050 mmcfe/d). The company has
proved reserves of 4.5 TCFE which is lower than Comstock (5.6 TCFE
at YE 20) and CNX (9.5 TCFE at YE 20) but higher than Vine (3.2
TCFE at YE 20).

The company achieves favorable netbacks due to its low operating
cost profile, proximity to Henry Hub and Gulf Coast demand centers,
and materially low interest expense. Rockcliff's 2Q 2021 Fitch
calculated netback of $1.59/mcfe is one of the highest of its peers
including Comstock ($1.53/mcfe), CNX ($1.45/mcfe) and Southwestern
Energy ($1.30/mcfe). Additionally, Fitch expects the company's
debt/EBITDA to be around 1.0x at YE 2021, which is notably lower
than aforementioned 'B' rated peers that have leverage in the
2.0x-4.0x range.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Rockcliff II Energy LLC would be
reorganized as a going-concern in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim and a 100%
draw on the RBL facility.

Going-Concern (GC) Approach

Fitch assumed a going-concern EBITDA of $400 million. This value
assumes a prolonged downturn in the pricing environment
considerably decreasing revenue, limiting capital reinvestment and
stagnating production growth.

An EV/EBITDA multiple of 3.5x was applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple reflected the following factors:

-- The historical case study exit multiples for peer companies
    ranged from 2.8x-7.0x, with an average of 5.6x and a median of
    6.1x.

-- The multiple is below the approximate recovery EV multiple of
    Comstock (4.0x) given the company's less de-risked East Texas
    Haynesville footprint and relatively smaller PDP position.

Liquidation Approach:

The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors. Fitch considers valuations such as
SEC PV-10 and M&A transactions for each basin including multiples
for production per flowing barrel, proved reserves valuation, value
per acre and value per drilling location.

KEY ASSUMPTIONS

-- WTI oil price of $60/bbl in 2021, $52/bbl in 2022 and $50/bbl
    thereafter;

-- Henry Hub natural gas price of $3.40/mcf in 2021, $2.75/mcf in
    2022 and $2.45/mcf thereafter;

-- Completion of proposed notes issuance in Q4 2021 with proceeds
    used to pay down the RBL facility;

-- Production growth of 46% in 2021 followed by mid-single digit
    growth in the outer years of the forecast;

-- Annual capex in the $450 million range;

-- No material M&A activity.

RATING SENSITIVITIES

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

-- Material increase in size and scale with production trending
    above 1.3 BCFe/d and FFO consistently above $800 million on a
    mid-cycle basis;

-- Consistently positive free cash flow generation;

-- Mid-cycle Total Debt/EBITDA consistently below 1.5x.

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

-- Consistently negative free cash flow or reduction in the RBL
    borrowing base that impairs the liquidity profile;

-- Loss of operational momentum resulting in production
    consistently below 1.0 BCFe/d and FFO under $600 million on a
    mid-cycle basis;

-- Change in financial policy that results in materially weaker
    credit metrics;

-- Mid-cycle Total Debt/EBITDA consistently at or above 2.0x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Improving Liquidity Profile: At Q2 2021, Rockcliff had $15 million
of cash on hand and approximately $177 million of availability
under the RBL credit facility. Pro forma the proposed notes
transaction, the company is expected to have $767 million of
availability under the $900 million borrowing base. Fitch
anticipates that forecasted FCF will be used to further pay down
the revolver and enhance liquidity.

Simple Debt Structure and Extended Maturities: Pro forma the notes
issuance, Rockcliff will have a simple debt structure consisting of
the RBL facility and the senior notes. In June 2021, the company
extended the credit facility's maturity date to December 2024. The
floating rate RBL has a $900 million borrowing base subject to
semi-annual redeterminations.

ISSUER PROFILE

Rockcliff Energy II LLC is an independent exploration and
production (E&P) company focused primarily on the development of
natural gas properties in the East Texas portion of the Haynesville
shale formation. With second quarter production of 998 mmcfe/d,
Rockcliff is one of the largest operators in the basin.

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.


ROCKCLIFF ENERGY: S&P Assigns 'B' ICR on Modest Proved Reserves
---------------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating to Rockcliff
Energy II LLC, a private oil and gas exploration and production
(E&P) company focused on East Texas Haynesville Shale.

S&P also assigned its 'B+' rating to the new senior unsecured
notes. The recovery rating of '2' indicates its expectation for
substantial recovery (70%-90%; rounded estimate: 85%) of principal
in the event of payment default.

The rating reflects the company's modest proved reserves and
production, low percentage of proved developed reserves (35%), 98%
natural gas concentration, and lack of geographic diversification.
Additionally, it reflects its private equity ownership, somewhat
offset by its transition to a financial policy that focuses on free
cash flow generation instead of rapid growth. S&P's rating also
considers the company's low-cost structure, low leverage, and
robust hedging program.

The company holds over 270,000 net acres in East Texas, with proved
reserves of 4.5 trillion cubic feet equivalent (tcfe) as of June
30, 2021, consisting of 98% natural gas.

Acreage is blocky with the majority in the East Texas Haynesville
shale, where Rockcliff produces approximately 1 billion cubic feet
equivalent/day (bcfed) of 98% natural gas. The company plans to
maintain low-single-digit percentage production growth with a
four-rig drilling program focusing on Harrison and Panola counties.
However, S&P views Rockcliff's scale as limited compared to
higher-rated peers such as Comstock Resources Inc. and CNX
Resources Corp.

Rockcliff has a solid hedging program to manage cash flow
volatility.

The company has 70% of total estimated natural gas production
volumes hedged for 2021 and 2022 at an average price of about $2.56
per million Btu (mmBtu) and 50% hedged in 2023 at $2.50/mmBtu. In
addition, Rockcliff benefits from its relationship with Trace
Midstream, which owns the 2.8 bcf/d capacity Gemini Carthage
Pipeline that provides flexibility in placing volumes to U.S. Gulf
Coast markets. Trace Midstream was purpose-built for Rockcliff and
is backed by Rockcliff's private equity owner.

Financial sponsor ownership constrains Rockcliff's financial risk
profile.

Private equity firm Quantum Energy Partners has a 65% interest in
Rockcliff and controls three of the five board of directors seats.
S&P said, "In our view, this gives Quantum significant influence on
Rockcliff's strategic direction, financial policy, and ultimately
its capital structure. However, leverage is minimal at 0.9x debt to
EBITDA. We view the risk of releveraging as low based on Quantum's
guided maximum leverage target of 1.25x, conservative views
regarding the use of leverage, and track record of operating oil
and gas companies at low leverage. We do not anticipate Quantum
will take out distributions that exceed discretionary cash flow."

S&P said, "The stable outlook reflects our expectation that
Rockcliff will execute on its transition from hyper growth to low
growth and generate substantial free cash flow. We expect Rockcliff
to execute a measured annual shareholder return strategy that stays
within cash flow and does not substantially increase leverage. We
project Rockcliff's debt to EBITDA will remain below 1x and FFO to
debt above 100% the next two years."

S&P could lower its rating if FFO to debt drops below 30% on a
sustained basis, which would likely cause us to reassess its view
of the company's financial policy. This would most likely occur
if:

-- Production falls short of our expectations;
-- The company makes a debt-funded acquisition that does not add
to near-term cash flow; or

-- Commodity prices decline below our assumptions and Rockcliff
does not take steps to reduce capital spending.

S&P could raise its rating if:

-- S&P no longer view the company as controlled by a financial
sponsor; or

-- It materially increases reserves and production or adds basin
diversity, while maintaining FFO to debt above 45%.



ROCKDALE MARCELLUS: $60 Million Loan Has Interim Approval
---------------------------------------------------------
Steven Church, writing for Bloomberg News, reports that Rockdale
Marcellus Holdings won interim court approval to borrow as much as
$60 million to fund its bankruptcy, in part by refinancing $40
million in old debt.

The financial package will include $20 million in new money, $5
million of which will be immediately available, according to court
documents. The remaining $15 million of new money will be available
should the judge overseeing the case gives Rockdale final approval
for the loan.

The refinancing part of the package will replace debt owed to
lenders, including, J. Aron, the Goldman Sachs Group energy unit.
Rockdale filed for bankruptcy on Sept. 21, 2021.

                     About Rockdale Marcellus

Rockdale Marcellus is a northeast Pennsylvania natural gas driller.
It owns and operates 66 producing wells on 42,897 net acres in
three northeast PA counties.

On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus
Holdings, LLC filed petitions seeking relief under chapter 11 of
the United States Bankruptcy Code (Bankr. W.D. Pa. Lead Case No.
21-22080). The Debtors' cases have been assigned to Judge Gregory
L. Taddonio.

Rockdale LLC listed $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.

REED SMITH LLP is serving as the Debtors' counsel.  HURON
CONSULTING SERVICES LLC is the restructuring advisor.  HOULIHAN
LOKEY CAPITAL, INC., is the investment banker. EPIQ is the claims
agent.


ROGUE VALLEY MALL: Appraised Value Cut by 60%
---------------------------------------------
Commercial Real Estate Direct's CRENews.com reports that Rogue
Valley Mall in Medford, Ore., has been re-appraised at a value of
only $32.4 million, which is  more than one-third less than is owed
against it.

According to Dan McNamara, Principal at MP Securitized Credit
Partners, Rogue Valley Mall backs $49.3 million in debt (WFRBS
2012-C10).  "The shocking part is not the 60% cut -- with more cuts
coming, it's the fact that the appraisal was done in October 2020
and just released now," Mr. McNamara said.

"Q1 2021 NOI was $1.2 [million]. Not only is a new appraisal due,
but I would expect it to be much lower," he said.

As reported by the Troubled Company Reporter in May 2021, DBRS
Limited downgraded its ratings on the Commercial Mortgage
Pass-Through Certificates, Series 2012-C10 issued by WFRBS
Commercial Mortgage Trust 2012-C10 as follows:

-- Class E to BB (low) (sf) from BB (sf)
-- Class F to B (low) (sf) from B (sf)

In addition, DBRS Morningstar confirmed the ratings on the
remaining classes as follows:

-- Class A-3 at AAA (sf)
-- Class A-FL at AAA (sf)
-- Class A-FX at AAA (sf)
-- Class A-SB at AAA (sf)
-- Class A-S at AAA (sf)
-- Class X-A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class X-B at A (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)

With this review, DBRS Morningstar removed Classes E and F from
Under Review with Negative Implications, where they were placed on
August 6, 2020. The trends for Classes E and F are Negative. All
other trends are Stable.

According to DBRS, "The rating downgrades and Negative trends are
reflective of DBRS Morningstar's concerns surrounding the larger
watchlisted loans in the pool as well as the transaction's
specially serviced loan, all of which are secured by regional malls
in tertiary markets. As of the March 2021 remittance, the initial
trust balance of $1.3 billion has been reduced by 22.5% to $1.0
billion, with 69 of the original 85 loans remaining in the pool.
The transaction is concentrated by property type, as 20 loans,
representing 46.6% of the pool, are secured by retail collateral
and, more specifically, five loans, representing 29.7% of pool, are
secured by regional malls. In addition, there are 17 loans,
representing 9.9% of the pool, that are fully defeased."

DBRS said the transaction's sole specially serviced loan, Rogue
Valley Mall (Prospectus ID#5, 4.9% of the pool), is secured by a
regional mall in Medford, Oregon. The mall was originally owned by
General Growth Properties but was sold to Brixton Capital in 2016
for a price of $61.5 million, well below the issuance appraised
value of $80 million. The mall has been severely impacted by the
pandemic and was closed for two months during 2020 as a result of
local restrictions. A significant number of tenants requested rent
relief or lease modifications and the loan eventually transferred
to special servicing in July 2020 for payment default. In addition
to the tenants affected by the pandemic, the property also has
exposure to several retailers that have struggled over the past
several years including JCPenney (19.0% of net rentable area (NRA),
lease expires October 2021), Macy's Home Store (18.6% of NRA, lease
expires October 2022), and Macy's (noncollateral) and will also
have to deal with a significant amount of tenant rollover ahead of
the loan's October 2022 maturity. Coronavirus Disease (COVID-19)
relief has been requested and the special-servicer commentary notes
that the lender is dual-tracking a potential loan modification and
foreclosure. For this review, DBRS Morningstar liquidated the loan
from the trust, which resulted in an implied loss severity in
excess of 40%.


ROSA MOSAIC: Seeks to Hire Smith & Smith as Special Counsel
-----------------------------------------------------------
Rosa Mosaic & Tile Co. seeks approval from the U.S. Bankruptcy
Court for the Western District of Kentucky to hire Smith & Smith
Attorneys as its special counsel.

The Debtor needs legal advice concerning the restructuring of
claims asserted by the plaintiffs in the employment litigation
styled Knowles, et al v. Rosa Mosaic and Title Company et al., S.D.
Ind. (Case No. 1:19-cv-03877-SEB-DLP) and the renegotiation of the
Debtor's collective bargaining agreement with the plaintiffs.  

The firm will be paid at hourly rates ranging from $290 to $400.

As disclosed in court filings, Smith & Smith Attorneys is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.

Smith & Smith can be reached at:

     Jacob W. Crouse, Esq.
     Smith & Smith Attorneys
     400 North, First Trust Centre
     200 South Fifth Street
     Louisville, KY 10202
     Phone: (502) 587-0761
     Email: jwc@smithandsmithattorneys.com

                         About Rosa Mosaic

Rosa Mosaic & Tile Co., a Louisville-based tile company, filed a
petition for Chapter 11 protection (Bankr. W.D. Ky. Case No.
21-31649) on Aug. 6, 2021, listing $1,158,806 in assets and
$3,706,464 in liabilities.  Anna C. Tatman, president of Rosa
Mosaic & Tile, signed the petition.  

Judge Charles R. Merrill oversees the case.

Neil C. Bordy, Esq., at Seiller Waterman, LLC and Smith & Smith
Attorneys serve as the Debtor's bankruptcy counsel and special
counsel, respectively.


SANUWAVE HEALTH: Manchester Explorer Reports 5.1% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Sanuwave Health, Inc. as of Aug. 6, 2020:

                                      Shares        Percent
                                    Beneficially      of
  Reporting Person                     Owned         Class
  ----------------                  ------------    -------
  Manchester Explorer, L.P.           24,642,840      5.1%
  Manchester Management Company, LLC  27,142,840      5.6%
  Manchester Management PR, LLC       27,142,840      5.6%
  James E. Besser                     29,392,840      6.1%
  Morgan C. Frank                     26,142,840      5.4%

A full-text copy of the regulatory filing is available for free
at:

https://www.sec.gov/Archives/edgar/data/1169253/000091957421005963/d8953950_13-g.htm


                       About SANUWAVE Health

Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the
research, development, and commercialization of its patented,
non-invasive and biological response-activating medical systems for
the repair and regeneration of skin, musculoskeletal tissue, and
vascular structures.

SANUWAVE reported a net loss of $10.43 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.63 million for the
year ended Dec. 31, 2018.  As of Sept. 30, 2020, the Company had
$32.87 million in total assets, $33.74 million in total
liabilities, and a total stockholders' deficit of $873,002.

Marcum LLP, in New York, NY, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
30, 2020 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.


SEQUENTIAL BRANDS: Centric's $45M to Open Joe's Jeans Auction
-------------------------------------------------------------
Steven Church, writing for Bloomberg News, reports that Sequential
Brands Group Inc., which owns the rights to Jessica Simpson's
fashion collection, won court approval to hold an auction for its
brands after getting a new, higher offer for the Joe's Jeans name.

To counter a potentially higher bid for Joe's Jeans, Centric Brands
LP boosted the price of its initial offer from $38 million to $45
million and dropped its demand for a breakup fee should it lose
once the auction takes place, according to court documents.

Centric had signed a letter of intent to buy the brand at the lower
price.

                    About Sequential Brands Group

Sequential Brands Group, Inc. (NASDAQ:SQBG) together with its
subsidiaries, owns various consumer brands.  The New York-based
company licenses its brands for a range of product categories,
including apparel, footwear, fashion accessories, and home goods.

Sequential Brands Group and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11194) on Aug. 31,
2021. The company disclosed total assets of $442,774,937 and debt
of $435,073,539 as of Aug. 30, 2021.

Judge John T. Dorsey oversees the cases.

The Debtors tapped Gibson, Dunn & Crutcher, LLP and Pachulski Stang
Ziehl & Jones, LLP as legal counsel. Miller Buckfire & Co. and its
affiliate, Stifel Nicolaus & Co., Inc., serve as financial advisor
and investment banker.  Kurtzman Carson Consultants, LLC is the
claims agent and administrative advisor.

King & Spalding, LLP is counsel to the debtor-in-possession lenders
(and the consenting lenders under the restructuring support
agreement) while Morris, Nichols, Arsht & Tunnell, LLP serve as the
DIP lenders' local counsel.


SERVICE KING: Lenders Tap Evercore as Financial Advisor
-------------------------------------------------------
Rachel Butt, writing for Bloomberg Law, reports that a group of
Service King term loan holders selected Evercore Inc. to give them
financial advice as concerns about the auto collision repair
company's liquidity and 2022 bond maturity mount, according to
people with knowledge of the situation.

The holders are also working with Gibson Dunn & Crutcher and
regrouped in August 2021 after the Blackstone-backed company
reported second-quarter results reflecting a slower rebound to
pre-pandemic levels and loss of market share.

              About Service King Collision Repair

Service King Collision Repair -- https://www.serviceking.com/ -- is
a national automotive collision repair company operating in 24
states and the District of Columbia across the U.S. It was founded
in 1976 by Eddie Lennox in Dallas. The Carlyle Group purchased
majority ownership of Service King in 2012. After growing the chain
from 49 Texas locations to more than 175 locations in 20 states, it
sold a majority stake to Blackstone in July 2014. Carlyle has
maintained a minority stake. In 2017, Bloomberg reported that
Blackstone and Carlyle explored a sale of the chain for as much as
$2 billion.


SHARITY MINISTRIES: Committee Taps Sirianni, Mehri as Co-Counsel
----------------------------------------------------------------
The official committee of unsecured creditors appointed in Sharity
Ministries, Inc.'s Chapter 11 case seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to retain Sirianni
Youtz Spoonemore Hamburger, PLLC and Mehri & Skalet, PLLC as
co-counsel with Stevens & Lee, P.C.

The firms' services include:

     (a) advising the committee and representing it with respect to
proposals, Chapter 11 plans, and pleadings submitted by the Debtor
or others to the court;

     (b) representing the committee with respect to any type of
plan and any proposed disposition of assets in the Debtor's case;

     (c) attending hearings, drafting and reviewing pleadings and
generally advocating positions, which further the interests of the
members represented by the committee;

     (d) assisting in the examination of the Debtor's affairs and
the review of its operations, and pursuing discovery to ascertain
assets of the estate; and

     (e) advising the committee about the progress of the
bankruptcy case.

The firm's hourly rates are as follows:

     Eleanor Hamburger              $665 an hour
     Other Members and Associates   $595 to $665 an hour

Cyrus Mehri, Esq., founder of Mehri & Skalet, and Eleanor
Hamburger, Esq., member of Sirianni Youtz, disclosed in court
filings that both firms are "disinterested persons" as defined in
Section 101(14) of the Bankruptcy Code.

The firms can be reached through:

     Cyrus Mehri, Esq.
      Mehri & Skalet, PLLC
     1250 Connecticut Avenue, NW, Suite 300
     Washington, D.C. 20036
     Tel: (202) 822-5100
     Fax: (202) 822-4997
     Email: CMehri@findjustice.com

     â€“- and –-

     Eleanor Hamburger, Esq.
     Sirianni Youtz Spoonemore Hamburger, PLLC
     3101 Western Avenue, Suite 350
     Seattle, Washington 98121
     Tel: (206) 223-0303
     Fax: (206) 223-0246
     Email: ele@sylaw.com

                   About Sharity Ministries Inc.

Established in 2018, Sharity Ministries Inc. is a 501(c)(3)
faith-based nonprofit corporation in Roswell, Ga., that operates a
health care sharing ministry, a medical cost-sharing arrangement
among persons of similarly and sincerely held religious beliefs.

Sharity Ministries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 21-11001) on July 8, 2021.
As of March 31, 2021, the Debtor had total assets of $4,496,871 and
total liabilities of $2,922,214.  Judge John T. Dorsey oversees the
case.

The Debtor tapped Landis Rath & Cobb, LLP and Baker & Hostetler,
LLP as legal counsel, and SOLIC Capital Advisors, LLC as
restructuring advisor.  Neil Luria of SOLIC serves as the Debtor's
chief restructuring officer.  BMC Group, Inc. is the claims and
noticing agent and administrative advisor.

On Aug. 20, 2021, the U.S. Trustee for Region 3 appointed an
official committee to represent members of Sharity Ministries Inc.
in its Chapter 11 case.  The committee is represented by Stevens &
Lee, P.C., Sirianni Youtz Spoonemore Hamburger, PLLC and Mehri &
Skalet, PLLC.


SHARITY MINISTRIES: Committee Taps Stevens & Lee as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in Sharity
Ministries, Inc.'s Chapter 11 case seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to retain Stevens &
Lee, P.C. as its legal counsel.

The firm's services include:

     (a) advising the committee and representing it with respect to
proposals and pleadings submitted by the Debtor or others to the
court;

     (b) representing the committee with respect to any type of
Chapter 11 plan and any proposed disposition or liquidation of the
Debtor's assets;

     (c) attending hearings, drafting and reviewing pleadings, and
generally advocating positions that further the interests of the
Debtor's members, which the committee represents;

     (d) assisting in the examination of the business and affairs
of the Debtor and the review of its operations;

     (e) advising the committee about the progress of the Debtor's
case; and

     (f) performing other legal services.

The firm's hourly rates are as follows:

     Joseph H. Huston, Jr., Esq.      $850 per hour
     David W. Giattino, Esq.          $385 per hour
     Paralegals/Legal Assistants      $200 to $295 per hour

Joseph Huston, Jr., Esq., co-chair of the Bankruptcy & Financial
Restructuring Group of Stevens & Lee, disclosed in a court filing
that his firm  is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Joseph H. Huston, Jr., Esq.
     Stevens & Lee, P.C.
     919 North Market Street, Suite 1300
     Wilmington, DE 19801
     Phone: 302-654-5180
     Fax: 302-654-5181
     Email: joseph.huston@stevenslee.com

                   About Sharity Ministries Inc.

Established in 2018, Sharity Ministries Inc. is a 501(c)(3)
faith-based nonprofit corporation in Roswell, Ga., that operates a
health care sharing ministry, a medical cost-sharing arrangement
among persons of similarly and sincerely held religious beliefs.

Sharity Ministries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 21-11001) on July 8, 2021.
As of March 31, 2021, the Debtor had total assets of $4,496,871 and
total liabilities of $2,922,214.  Judge John T. Dorsey oversees the
case.

The Debtor tapped Landis Rath & Cobb, LLP and Baker & Hostetler,
LLP as legal counsel, and SOLIC Capital Advisors, LLC as
restructuring advisor.  Neil Luria of SOLIC serves as the Debtor's
chief restructuring officer.  BMC Group, Inc. is the claims and
noticing agent and administrative advisor.

On Aug. 20, 2021, the U.S. Trustee for Region 3 appointed an
official committee to represent members of Sharity Ministries Inc.
in its Chapter 11 case.  The committee is represented by Stevens &
Lee, P.C., Sirianni Youtz Spoonemore Hamburger, PLLC and Mehri &
Skalet, PLLC.


SOARING STARS: Unsecureds to Recover 35% in Subchapter V Plan
-------------------------------------------------------------
Soaring Stars Therapy & Learning Center filed with the U.S.
Bankruptcy Court for the District of Maryland a Chapter 11 Plan
under Subchapter V dated September 23, 2021.

The debtor provides learning services to special needs children.
It is owned and operated by Sharon Williams-Newton. The debtor has
and continues to provide learning services to special needs
children for the State of Maryland.

During the term of this Plan, the Debtor shall submit the
disposable income (or value of such disposable income) less
business expenses necessary for the performance of this plan to the
Subchapter V Trustee and shall pay the Trustee the sums set forth.
The term of this Plan begins on the date of confirmation of this
Plan and ends on the 60th month subsequent to that date.

The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period. Unsecured creditors holding
allowed claims will receive distributions, which the Debtor has
valued at approximately 35 cents on the dollar. The Plan also
provides for the payment of secured, administrative, and priority
claims in accordance with the Bankruptcy Code.

Funds received by the Trustee or otherwise included in this Plan
but not specifically disbursed to a secured creditor under this
Plan, shall be used to pay the following claims in the priority
indicated:

     * Except as provided in §1191(e) of the Bankruptcy Code, all
claims entitled to priority under §507 of the Bankruptcy Code
shall be paid in accordance with §1129(a)(9) of the Bankruptcy
Code.

     * The payments of claims entitled to priority under
§507(a)(2) and §507(a)(3) of the Bankruptcy Code shall be paid
under the Plan.

     * All secured claims shall be paid in accordance with
§1129(b)(2)(A), §1191(b), and §1191(c) of the Bankruptcy Code.

     * After payment of the foregoing claims, sums received by the
Trustee shall be paid, on a pro-rata basis, to allowed unsecured
claims.

     * The Debtor's equity security holders shall retain their
interests in the Debtor.

A full-text copy of the Subchapter V Plan dated September 23, 2021,
is available at https://bit.ly/3ALr3FF from PacerMonitor.com at no
charge.

Attorney for the Debtor:

     Tilman Dunbar, Jr.
     Law Offices of Tilman Dunbar, Jr.
     11201 Lockwood Drive, Suite B
     Silver Spring, MD 20901
     Tel: (301) 439-1945
     Email: tdunbar@tdunbarlawoffices.com

                       About Soaring Stars

Soaring Stars Therapy & Learning Center, Inc. sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case
No. 21-14195) on June 25, 2021, listing under $1 million in both
assets and liabilities.  Judge David E. Rice oversees the case. The
Debtor tapped The Law Offices of Tilman Dunbar, Jr. and CPA Smith,
LLC as legal counsel and accountant, respectively.


SOVOS BRANDS: Moody's Raises CFR to B2 Amid Recent IPO
------------------------------------------------------
Moody's Investors Service upgraded Sovos Brands Intermediate,
Inc.'s Corporate Family Rating to B2 from B3, and its Probability
of Default Rating to B2-PD from B3-PD. In addition, Moody's also
affirmed the B2 ratings on Sovos' $125 million revolving credit
facility and $580 million senior secured 1st lien term loan and
assigned a Speculative Grade Liquidity rating of SGL-2. The outlook
is stable.

The rating upgrade reflects Moody's projections for a material
reduction of leverage, to about 5.3x debt-to-EBITDA from 7.7x
(Moody's adjusted) as of June 30, 2021, pro forma for the repayment
of approximately $245 million of the company's 1st lien and 2nd
lien term loans using proceeds from the recently completed initial
public offering ("IPO"). Moody's assumes that since there is no
prepayment penalty on the $200 million 2nd lien term loan, Sovos
will apply a significant portion of the IPO proceeds to repaying
this loan and use the remainder to pay down the 1st lien term loan.
Moody's affirmed the B2 first lien revolver and term loan ratings
based on an expectation that the loss absorption cushion from the
second lien term loan will be eliminated or meaningfully reduced.
If Sovos does not pay down the debt in this order, Moody's could
change its ratings on the revolving credit facility and 1st lien
term loan.

Moody's adjusted debt to EBITDA is expected to decline towards 4.9x
by the end of Fiscal 2022, 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, Sovos will maintain a more moderate
financial policy. The IPO of Sovos Brands comes only four months
after an aggressive $400 million dividend distribution in May
2021.

The following ratings/assessments are affected by the action:

Ratings Upgraded:

Issuer: Sovos Brands Intermediate, Inc.

Corporate Family Rating, Upgraded to B2 from B3

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

Ratings Affirmed:

Issuer: Sovos Brands Intermediate, Inc.

Senior Secured Bank Credit Facility (Revolver and Term Loan),
Affirmed B2 (LGD4) from (LGD3)

New Assignments:

Issuer: Sovos Brands Intermediate, Inc.

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Outlook, Remains Stable

RATINGS RATIONALE

Sovos Brands Intermediate, Inc.'s B2 CFR reflects its moderately
high financial leverage, limited operating history (since 2017) as
a combined company, and execution risks associated with its
acquisition driven growth strategy. The rating is supported by the
growing brand equities of its "Rao's", "noosa", and "Birch Benders"
brands. Sovos has good segmental sales diversification in pasta
sauce, yogurt, frozen meals, and pancake mix although Rao's
represents more than half of total sales. The company's credit
profile is constrained by its high financial policy risk reflecting
aggressive debt-funded shareholder distributions and possible
future acquisitions; concentration of earnings in the highly
competitive pasta sauce and yogurt categories; weak long-term
growth prospects of the US yogurt category, and small scale of its
"Michael Angelo's" frozen food brand.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that Sovos will maintain good liquidity over the next
12-18 months. Internally generated cash will cover cash needs over
the next twelve months, including approximately $10 million of
capital expenditures. Sources of liquidity consist of approximately
$40 million in cash as of June 30, 2021, pro-forma for the IPO and
debt paydown, Moody's projection of $60 million in free cash flow
in Fiscal 2022, and an undrawn $125 million revolving credit
facility.

The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, it is tenuous, and its continuation will be closely tied
to containment of the virus. As a result, there is uncertainty
around Moody's forecasts. Moody's regard the coronavirus outbreak
as a social risk under its ESG framework, given the substantial
implications for public health and safety. Notwithstanding, Sovos
and many other packaged food companies are likely to be more
resilient than companies in other sectors, although some volatility
can be expected through 2022 due to uncertain demand
characteristics, channel shifting, and the potential for supply
chain disruptions and difficult comparisons following these
shifts.

Governance risk includes Sovos financial strategies, which Moody's
views as aggressive given its high financial leverage and focus on
growth through acquisitions, which can lead to increased debt and
integration risks.

Environmental considerations are not material direct considerations
in the rating.

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

The stable rating outlook reflects Moody's view that Sovos will
maintain good liquidity including positive free cash flow, modestly
grow revenue and EBITDA, and maintain debt-to-EBITDA around 4.5x

Ratings could be upgraded if there is a material diversification in
the company's product profile, the company profitably increases its
scale, sustains stable operating performance in key segments,
maintains free cash flow to debt of at least 10%, and debt to
EBITDA approaches 4.0x.

Ratings could be downgraded if operating performance deteriorates
because of lower revenue or market share, free cash flow is weak or
negative, liquidity deteriorates, or debt to EBITDA is sustained
above 6.0x

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

Berkley, CA based Sovos Brands was formed in 2016 by private equity
firm Advent International as a platform to build a diversified
branded packaged food company, principally through acquisitions.
Since inception, the company has acquired four major brands:
Michael Angelo's frozen Italian meals in January 2017, Rao's pasta
sauces in July 2017, Noosa yogurt in November 2018, and Birch
Benders in October 2020. Following the company's September 2021
IPO, Sovos Brands is publicly traded on NASDAQ: SOVO. Sovos Brands
is approximately 60% owned by Advent International with the
remaining shares held by public shareholders and management. The
company's sales were approximately $650 million for the LTM period
ended June 26, 2021.


SPECIALTY BUILDING: S&P Affirms 'B-' ICR, Outlook Positive
----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
U.S.-based building materials distributor Specialty Building
Products Holdings and its 'B-' issue-level rating on its senior
secured notes.

S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '4' recovery rating to the proposed $800 million
first-lien term loan. The term loan will be pari passu with the
company's existing senior secured notes.

"The positive outlook reflects our view that Specialty Building
Products' credit measures will remain favorable because its strong
earnings will somewhat offset the increase in its debt.

"The proposed acquisitions will increase Specialty Building
Products' leverage back to 2020 levels of 6x and slow the pace of
the improvement in its credit quality. We expect the company's
credit measures to deteriorate initially due to the debt-financed
acquisitions, which we project will cause its S&P Global
Ratings-adjusted leverage to rise to the 6.0x-6.5x range over the
next 12 months from 4.3x for the trailing 12 months ended June 30,
2021. Specialty Building Products has a history of pursuing
debt-funded acquisitions and these transactions further demonstrate
its aggressive financial policies. We estimate the company's S&P
Global Ratings-adjusted debt levels will more than double to $1.6
billion, from about $770 million a year ago, following the
transaction. While its business conditions remain favorable and
Specialty Building Products reported solid earnings growth through
the first half of 2021, we expect these transactions to slow the
potential improvement in its credit quality by a few quarters."

Specialty Building Products is acquiring two companies, one of
which will expand its product offerings to include premium doors
and the other will expand its geographic footprint into the
Southwestern markets. To fund these acquisitions, the company will
issue a $800 million senior-secured first lien term loan. While
these acquisitions are aligned with management's overall strategy,
we view the targets as midsize businesses, which will entail some
execution risk. Nonetheless, given Specialty Building Products'
track record of successfully integrating its past acquisitions, S&P
believes the integration risks related to these acquisitions will
be relatively modest.

S&P said, "We expect Specialty Building Products' earnings to
remain strong over the next 12 months supported by its improved
pricing and the robust demand in its residential end markets. We
forecast combined revenue of about $3 billion and S&P Global
Ratings-adjusted EBITDA of $260 million-$270 million over the next
12 months. Further, we expect the company to report a strong
organic expansion in 2021 due to its higher prices as it continues
to replicate the pricing actions of building materials
manufacturers. We also anticipate Specialty Building Products'
sales volumes will remain robust due to solid demand from the
repair and remodel and new construction end markets. Lastly, the
company's margins have been benefiting from its improved operating
leverage as it continues to expand, which is supported by the new
product initiatives and infrastructure investments that management
implemented in 2019-2020. For the 12 months ended June 30, 2021,
Specialty Building Products increased its revenue by 40% while
nearly doubling its S&P Global Ratings-adjusted EBITDA relative to
the same period in 2020.

"We expect Specialty Building Products' EBITDA interest coverage to
be above 2x and anticipate it will generate positive free cash
flow. Despite the company's higher interest costs and increased
working capital investments, we forecast it will generate positive
free cash flow of $40 million-$60 million over the next 12 months.
We also expect its earnings will continue to support EBITDA
interest coverage of at least 2x. These credit measures are at the
stronger end of our expected range for the 'B-' rating.

"The positive outlook on Specialty Building Products reflects the
potential that we will raise our rating if favorable end-market
demand leads to a sustained improvement in its performance such
that its S&P Global Ratings-adjusted leverage improves below the
6.0x-6.5x range and its EBITDA interest coverage rises above 2x."

S&P may raise its ratings on Specialty Building Products by one
notch over the next 12 months if:

-- It sustains or increases its earnings such that its S&P Global
Ratings-adjusted leverage trends below 6x while it sustains EBITDA
interest coverage of at least 2x. This could occur if the company
outperforms our base-case expectations and increases its earnings
by over 10% or its margins remain at 9% or above; and

-- S&P believes management will be disciplined in its use of debt
for dividends and acquisitions and will not materially increase the
company's leverage above 6x.

S&P may revise its outlook on Specialty Building Products to stable
over the next 12 months if:

-- Its earnings deteriorate by more than 15% and cause its S&P
Global Ratings-adjusted leverage to rise to 7x while its EBITDA
interest coverage falls below 2x. This could occur if its demand
declines or its margin deteriorates by more than 100 basis points
(bps); or

-- Management maintains its aggressive financial policy, including
pursuing large debt-financed acquisitions and/or dividends, such
that its S&P Global Ratings-adjusted leverage rises to 7x or
above.



SPHERATURE INVESTMENTS: Fine-Tunes Plan Ahead of Oct. 21 Hearing
----------------------------------------------------------------
Spherature Investments LLC and its debtor-affiliates submitted a
Disclosure Statement for Fourth Amended Joint Chapter 11 Plan dated
September 23, 2021.

On September 15, 2021, the Bankruptcy Court entered an order
conditionally approving the adequacy of this Disclosure Statement
and the solicitation procedures and deadlines.

The Voting Deadline is October 8, 2021, at 4:00 p.m. The Bankruptcy
Court has scheduled the Confirmation Hearing for October 21, 2021,
at 1:30 p.m.

Class 5 consists of General Unsecured Claims. As full and final
satisfaction, settlement, and release of, and in exchange for,
Class 5 Claims, each Holder of Allowed Class 5 Claims shall receive
beneficial interests in the Liquidating Trust in the form of Tier I
Liquidating Trust Interests and Tier II Liquidating Trust Interests
equal to the Pro Rata Share of each Holder's Allowed General
Unsecured Claim, and the Liquidating Trustee will make
Distributions to all Allowed General Unsecured Claims in Class 5
pursuant to the terms and conditions of this Plan and the
Liquidating Trust Agreement from the Net Distributable Proceeds.
The Liquidating Trust Agreement will be in the Plan Supplement.

Class 6 consists of Sales Representatives Commission Claims. Sales
Representatives Commission Claims are segregated into Non-Opt-Out
Sales Representatives (Class 6(a)) and Opt-Out Sales
Representatives (Class 6(b)). Each Allowed Claim on account of
commissions held by a NonOpt-Out Sales Representative shall be
released, settled, and satisfied (a) pursuant to and in accordance
with the Sales Representatives Commission Claims Payment Plan, the
Future Compensation Plan and, the Purchaser Sales Representative
Agreement, and (b) receive his/her/its Pro Rata Share of the Tier
II Liquidating Trust Interests, as full and final satisfaction,
settlement, and release of, and in exchange for, his/her/its Claim
against the Estates.

Each Claim held by an Opt-Out Sales Representative will receive its
Pro Rata Share of the Tier I Liquidating Trust Interests and Tier
II Liquidating Trust Interests. Estimated Recovery of Class 6(a)
shall be up to 65% or more. Estimated Recovery of Class 6(b) is
Unknown.

The source of all distributions and payments under the Plan will be
the Distributable Assets and the proceeds thereof, including the
Liquidating Trust Proceeds. Distributions to holders of Liquidating
Trust Interests will be funded entirely from Liquidating Trust
Assets consisting of Net Distributable Assets. Tier I Proceeds
shall be allocated on a Pro Rata Basis to holders of Tier I
Liquidating Trust Interests. Tier II Proceeds shall be allocated on
a Pro Rata Basis to holders of Tier II Liquidating Trust Interests.


A full-text copy of the Disclosure Statement dated September 23,
2021, is available at https://bit.ly/3i9Poh5 from Stretto, the
claims agent.

Counsel to the Debtors:

     Marcus A. Helt, Esq.
     Jack G. Haake, Esq.
     McDermott Will & Emery LLP
     2501 North Harwood Street, Suite 1900
     Dallas, TX 75201
     Tel: (214) 210-2801
     Fax: (972) 528-5765
     Email: mhelt@mwe.com
            jhaake@mwe.com

                  About Spherature Investments

Plano, Texas-based Spherature Investments LLC and its affiliates
sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 20
42492) on Dec. 21, 2020.  Spherature Investments' affiliates
include WorldVentures Marketing, LLC, a company that sells travel
and lifestyle community memberships providing a diverse set of
products and experiences.

At the time of the filing, Spherature Investments had between $50
million and $100 million in both assets and liabilities.

The Hon. Brenda T. Rhoades is the case judge.

The Debtors tapped McDermott Will & Emery, LLP as their legal
counsel and Larx Advisors, Inc., as their restructuring advisor.
Erik Toth, a partner at Larx Advisors, serves as the Debtors' chief
restructuring officer.  Stretto is the claims agent.

The U.S. Trustee for Region 6 appointed an official unsecured
creditors' committee on Jan. 22, 2021.  The committee tapped
Pachulski Stang Ziehl & Jones, LLP as its legal counsel and
GlassRatner Advisory & Capital Group, LLC as its financial advisor.


SPIRIT AEROSYSTEMS: Moody's Rates 1st Lien Secured Term Loan 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Spirit
AeroSystems, Inc. first lien senior secured term loan B. Proceeds
will be used to reprice existing debt and to raise incremental term
debt of $200 million. The incremental borrowings will be used along
with $100 million in cash for general corporate purposes that may
include the repayment of approximately $300 million of liabilities
incurred by Spirit when they acquired select assets of Bombardier
in October 2020. All other ratings remain unchanged, including the
B2 corporate family rating. The ratings outlook is stable.

"The incremental term debt will result in a modest increase in
financial leverage but will help reduce FX exposure and interest
expense" says Eoin Roche, Moody's lead analyst for the company.

Assignments:

Issuer: Spirit Aerosystems, Inc.

Senior Secured Term Loan, Assigned Ba2 (LGD2)

LGD Adjustments:

Issuer: Spirit Aerosystems, Inc.

Senior Secured Notes, Adjusted to (LGD4) from (LGD3)

RATINGS RATIONALE

The B2 corporate family rating continues to reflect Spirit's
considerable scale as a strategically important supplier in the
aerostructures market. The company maintains a strong competitive
standing supported by its life-of-program production agreements and
long-term requirements contracts on key Boeing and Airbus
platforms.

Moody's expects that over the next few years, Spirit's production
rates on narrow-body (737 MAX) and wide-body aircraft (777, 787 and
A350) will remain significantly below peak 2019 production levels.
These lower rates will lead to near-term excess capacity costs and
weak credit metrics during 2021, with debt-to-EBITDA well in excess
of 10x and negative free cash flow of around $300 million. Moody's
expects an accelerating ramp up in MAX production in 2022 to
support a significant improvement in earnings, although Moody's
expects cash generation to remain negative until 2023.

The stable outlook reflects Moody's expectations of stable
operating performance supported by a gradual increase in
narrow-body production rates and a steady, albeit historically
lower, production rate for wide-body aircraft.

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

Factors that could lead to a ratings upgrade include the continued
ramp in production of the 737 MAX, improving liquidity, and
expectations of sustained earnings growth.

Factors that could lead to a ratings downgrade include delays in
the ramp up of narrow-body aircraft or further cuts in wide-body
production rates. Expectations of weakening liquidity or a further
weakening of earnings could also result in downward rating
pressure.

The principal methodology used in this rating was Aerospace and
Defense Methodology published in July 2020.


SUNOCO LP: Fitch Affirms 'BB' LT IDR, Outlook Remains Positive
--------------------------------------------------------------
Fitch Ratings has affirmed Sunoco LP's (SUN) Long-Term Issuer
Default Rating (IDR) at 'BB'. Fitch has affirmed SUN's and Sunoco
Finance Corp.'s, which is a co-issuer on SUN's senior unsecured
bonds, at 'BB'/'RR4.' In addition, Fitch has applied its updated
"Corporates Recovery Ratings and Instrument Ratings Criteria," and
upgraded the senior secured revolver rating to 'BBB-'/'RR1' from
'BB+'/'RR1'. The ratings have been removed from Under Criteria
Observation (UCO), where they were placed following the publication
of the updated Recovery Rating Criteria on April 9, 2021. The
Rating Outlook remains Positive.

The Positive Outlook reflects SUN's improving leverage profile and
the resiliency demonstrated by the business in the face of the
demand destruction wrought by the coronavirus pandemic and ensuing
economic shutdowns. The ratings are supported by SUN's low
leverage, healthy margins, and cash flows that benefit from a
15-year take or pay contract with a subsidiary of 7-Eleven, Inc.
(7/11) for approximately 25% of its yearly volumes.

KEY RATING DRIVERS

Recovery Ratings Criteria Update: Instrument ratings and RRs for
SUN's senior secured rating is based on Fitch's newly introduced
notching grid for issuers with 'BB' category Long-Term IDRs. This
grid reflects outstanding recovery characteristics for instruments
of similar-ranking instruments. SUN's senior secured revolver is
viewed as a Category 1 first lien, which translates into a
two-notch uplift from the IDR of 'BB' with a recovery rating of
'RR1'.

Lower Leverage: LTM leverage as of June 30, 2021 is approximately
4.3x, up from 4.2x at YE 2020. Fitch expects SUN to partially
debt-finance the acquisitions announced in July 2021. Fitch expects
2022 leverage to be approximately 4.2x. Management's leverage
policy target is 4.0x (management and Fitch have a similar
calculation). Fitch has previously stated, and re-states herein,
that leverage sustained at or below 4.3x could lead to an upgrade.
SUN's Positive Outlook is due to trends in profitability and
management financial policy that, if they persist, are likely to
lead to an upgrade.

EBITDA Growth: Strong EBITDA performance enabled the partnership to
meaningfully de-lever. Growth was driven by cents-per-gallon (CPG)
margins significantly higher than previous long-term expectations,
and supported by the effective cost cutting measures implemented at
the onset of the pandemic. Falling sales volumes resulted in higher
breakeven levels for many industry players, which necessitated
better margins for both retail and wholesale fuel distributors. The
partnership continues to benefit from the resulting boost to its
margins, which has more than offset the cash flow impact of lower
volume levels.

Cash Flow Stability: As part of the sale of its retail franchise in
2018, SUN entered into a 15-year take-or-pay fuel supply agreement
with 7/11 and SEI Fuel Services, Inc. (NR), a wholly owned
subsidiary of 7/11, under which SUN will supply approximately 2.2
billion gallons of fuel annually. This supply agreement has
guaranteed annual payments to SUN and provides that 7/11 will
continue to use the Sunoco brand at currently branded Sunoco
stores. Wholesale revenues from SUN's other distributor, dealer and
commercial channel sales are more sensitive to volume demand
changes, but should maintain stable cash flow generation through
the volume swings and as conditions normalize.

Demand Uncertainty: SUN's wholesale fuel sales, while supported in
part by a long-term fixed-rate contract with 7/11, are highly
sensitive to demand fluctuations in the regions where it operates.
The outlook for U.S. gasoline demand has shifted dramatically due
to the coronavirus as cities and states have maintained varying
degrees of restrictions to help combat the spread of the virus.
Demand is expected to rebound as economies migrate towards complete
re-openings and the health crisis abates; however, demand during
the intermediate periods remains uncertain.

Cash Flow Conservation: SUN's credit profile benefits from its
stable liquidity position, lack of near-term maturities and the
measures taken to preserve cash flows as it continues to manage
through the current crisis. The partnership implemented effective
cost cutting measures and significantly reduced its expected capex
spending to maintain flexibility while motor fuel sales volumes
remained low. In January, the partnership paid down the remaining
principal of the senior notes due in 2023 utilizing revolver
borrowings.

Highly Fragmented, Competitive Sector: Concerns for SUN include
high levels of competition within the fragmented wholesale motor
fuel distribution sector. SUN's ability to drive growth after a
recovery will depend largely on its ability to acquire wholesale
customers organically or grow through acquisitions, which has the
potential to weigh on balance sheet metrics, depending on how
growth is financed. Fitch believes that management's leverage and
distribution coverage targets indicate a willingness to prudently
manage growth and distribution policy while maintaining reasonable
credit metrics.

Parent Subsidiary Linkage: SUN's ratings reflect its stand-alone
credit profile with no express linkage to its parent company. Fitch
views Energy Transfer LP (ET; BBB-/Stable; parent company) as
possessing the stronger credit profile between the two entities
given the size, scale, geographic, operational and cash flow
diversity that ET possesses relative to SUN. No uplift is provided
to SUN's ratings as Fitch considers legal, operational and
strategic ties to be weak.

Sponsor Relationship: SUN's ratings consider its relationship with
its sponsor and the owner of its general partner, ET, as generally
favorable. ET owns, directly or indirectly, 100% of SUN's incentive
distribution rights, the non-economic general partner interest in
SUN, and 34.2% of SUN's outstanding limited partnership units. ET
and many other publicly traded partnerships have simplified their
structures and eliminated incentive distribution payments. SUN has
no current plans to eliminate its incentive distribution payments.

DERIVATION SUMMARY

SUN's primary focus on wholesale motor fuel distribution and
logistics is unique relative to Fitch's other midstream energy
coverage. Wholesale fuel distribution is a highly fragmented market
with low operating margins and is largely dependent on motor fuel
demand, which can be cyclical and seasonal. Fitch expects SUN to
continue to face headwinds in the near term from lower motor fuel
demand levels. The partnership is guiding to a higher margin level
and Fitch expects margin strength to continue to counterbalance the
cash flow impact of the demand destruction.

SUN's leverage has fallen significantly through the year as cash
flow conservation efforts and strong margins have allowed the
partnership to de-lever in spite of the challenging environment.
Fitch expects SUN's leverage will be between 4.0x-4.3x by YE 2021,
and near 4.2x by 2022, lower than similarly rated AmeriGas
Partners, LP (APU; BB/Stable), which is forecast to have leverage
around 4.4x-4.6x through 2024. APU provides retail propane and
demand tends to be more seasonally affected (and weather affected)
than motor fuel demand.

SUN's size and scale are expected to be consistent with, though
slightly larger than, Fitch's view on 'BB' category master limited
partnerships, which tend to have EBITDA of roughly $500 million per
year and a narrow business focus, such as SUN's focus on wholesale
motor fuel distribution.

KEY ASSUMPTIONS

-- Margins remain in line with management's new public guidance
    range;

-- Key contracts are not amended;

-- Revolver borrowings and retained earnings used to fund capital
    needs;

-- Distributions held at current levels throughout forecast;

-- Total capex, inclusive of growth, and maintenance spending, of
    at least $170 million annually from 2021-2023;

-- SUN's acquisition of eight refined product terminals to close
    in 4Q21 at the approximate cost of $250 million;

-- Fitch base case commodity price deck including WTI oil prices
    $52/bbl in 2022, $50/bbl in 2023 and over the long term.

RATING SENSITIVITIES

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

-- Leverage (total debt with equity credit/operating EBITDA)
    sustained at or below 4.3x with distribution coverage
    sustained above 1.1x could lead to an upgrade.

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

-- Distribution coverage ratio below 1x, combined with leverage
    (total debt with equity credit to operating EBITDA) at or
    above 5.0x on a sustained basis could result in negative
    rating action;

-- EBIT Margin at or below 1.5% on a sustained basis could lead
    to a negative rating action.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: As of June 30, 2021, SUN had $87 million in
cash and approximately $1.1 billion available on its $1.5 billion
secured revolving credit facility. The revolving credit facility
matures on July 27, 2023 and requires the partnership to maintain a
net leverage ratio (as defined by the bank agreement) below 5.5x
and an interest coverage ratio above 2.25x. The agreement allows
for a maximum leverage ratio of 6.0x during a specified acquisition
period. As of June 30, 2021, SUN was in compliance with its
covenants, and Fitch believes that SUN will remain in compliance
with its covenants through its forecast period.

The revolver is secured by a security interest in, among other
things, of all SUN's present and future personal property and all
present and future personal property of its guarantors, the capital
stock of its material subsidiaries (or 66% of the capital stock of
material foreign subsidiaries), and any intercompany debt.

ISSUER PROFILE

Sunoco, LP (SUN) is a wholesale motor fuels distributor that
distributes diesel and gasoline to retail service stations
throughout the U.S., with a focus on the Northeast. SUN is
organized as a master limited partnership. Energy Transfer LP (ET)
owns SUN's general partner.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch applies an 8.0x multiple to operating leases.

ESG CONSIDERATIONS

Sunoco LP has an ESG Relevance Score of '4' for Group Structure due
to significant related party transactions and ownership
concentration arising from SUN's GP and incentive distribution
rights ownership by Energy Transfer, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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


TERRA SANTA: Seeks to Hire Kaplan Johnson as Legal Counsel
----------------------------------------------------------
Terra Santa, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Kentucky to employ Kaplan Johnson Abate &
Bird, LLP to serve as legal counsel in its Chapter 11 case.

The firm's services include:

    (a) advising the Debtor regarding its powers and duties in the
continued management of its financial affairs and estate assets;

     (b) taking all necessary action to protect and preserve the
estate;

     (c) preparing legal papers; and

     (d) performing other necessary legal services.

The Debtor has agreed to pay the firm an advance retainer of
$20,000.

The hourly rates of the firm's attorneys and staff are as follows:

     Charity S. Bird            $385 per hour
     Tyler R. Yeager            $300 per hour
     Other Counsel       $240 - $475 per hour
     Paraprofessionals           $95 per hour   

In addition, the firm will receive reimbursement for expenses
incurred.

Tyler Yeager, Esq., a member of Kaplan Johnson Abate & Bird,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:
   
     Charity S. Bird, Esq.
     Tyler R. Yeager, Esq.
     Kaplan Johnson Abate & Bird LLP
     710 W. Main St., 4th Floor
     Louisville, KY 40202
     Telephone: (502) 416-1630
     Email: cbird@kaplanjohnsonlaw.com
            tyeager@kaplanjohnsonlaw.com

                      About Terra Santa Inc.

Terra Santa, Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Ky. Case No. 21-31831) on Sept. 1,
2021, listing up to $50,000 in assets and up to $1 million in
liabilities. Charity S Bird, Esq., at Kaplan Johnson Abate & Bird,
LLP represents the Debtor as legal counsel.


THEODORE HANSEN: Trustee Calls Creditors of Hansen Entities
-----------------------------------------------------------
Mark Hashimoto, the Chapter 11 trustee appointed in the bankruptcy
case of Theodore Lamont Hansen, has provided notice to creditors
of:

  * BT Holdings of Utah, LLC
  * 1481 Dewey NY, LLC
  * 885 Park Avenue, LLC
  * 1433 S 107 E. OK, LLC
  * Estrella Group, LLC
  * Estrella PM, LLC
  * Estrella OK, LLC
  * Heathrow Holdings, LLC
  * Interstate Energy, Inc.
  * Junction Market I, LLC
  * Junction Market V, LLC
  * Junction Market VII, LLC
  * Junction Market X, LLC
  * Junction Market XVII, LLC
  * Low Cost Rentals, LLC
  * Trophy Properties, LLC
  * Blue Fun Group, LLC
  * Blue Island Group, LLC
  * Hospitality Suites I, LLC
  * Hospitality Suites II, LLC
  * Hospitality Suites V, LLC
  * Mapelton C Store, LLC
  * San Jacinto Apartments LLC
  * Trophy Properties NV, LLC
  * Vitade Property Solutions
  * Star RE, LLC
  * Any partnership between Branden Hansen and Theodore Lamont
Hansen, even if such partnership includes other partners
  * Any partnership between Theodore Lamont Hansen and Gary
Brinton, even if such partnership includes other partners

The creditors of BT Utah, et al., are advised that in connection
with Hansen's bankruptcy case, the Trustee has proposed to settle
certain claims and proceed toward confirmation of a Chapter 11
plan, both of which may affect the creditors of BT Utah et al.

Persons or entities may file a notice of claim or interest against
the above entities by Oct. 15, 2021.  The claims form is available
at https://forms.gle/XvFFd2nHjJwpJebN7.

The Chapter 11 case is In re Theodore Lamont Hansen (Bankr. D. Utah
Case No. 19-26528), filed on Sept. 5, 2019.


TIMBER PHARMACEUTICALS: Registers 3.7M Shares Under 2020 Plan
-------------------------------------------------------------
Timber Pharmaceuticals, Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
(i) 2,612,189 additional shares of common stock available for
issuance under the company's 2020 Omnibus Equity Incentive Plan as
a result of the amendment to increase the number of shares
available for issuance under the plan from 2,056,130 to 4,668,319;
and (ii) 1,085,297 additional shares of common stock which were
available for grant and issuance under the plan as of Jan. 1,
2021.

The amendment was approved by the board of directors of the company
on April 20, 2021 and by the stockholders on July 1, 2021.  

A full-text copy of the prospectus is available for free at:

https://www.sec.gov/Archives/edgar/data/1504167/000155837021012779/tmb-20210927xs8.htm

                   About Timber Pharmaceuticals

Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases.  The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles.  The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.

Timber reported a net loss of $15.12 million for the year ended
Dec. 31, 2020.  For the period from Feb. 26, 2019, through Dec. 31,
2019, the Company reported a net loss of $3.04 million.  As of June
30, 2021, the Company had $7.69 million in total assets,
$2.90 million in total liabilities, $1.98 million in redeemable
series A convertible preferred stock, and $2.80 million in total
stockholders' equity.

Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 23, 2021, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.


VISTAGEN THERAPEUTICS: Registers Add'l 10.5M Shares Under 2019 Plan
-------------------------------------------------------------------
VistaGen Therapeutics, Inc. filed a Form S-8 registration statement
with the Securities and Exchange Commission to register an
additional 10,500,000 shares of its common stock, $0.001 par value
per share, issuable pursuant to the company's amended and restated
2019 omnibus equity incentive plan.  

The shares registered, along with shares of common stock registered
on the previous registration statement on Form S-8, amount to a
total of 18,000,000 shares of registered common stock authorized
for issuance under the 2019 plan as of Sept. 24, 2021 (the date of
the registration statement).  A full-text copy of the regulatory
filing is available for free at:

https://www.sec.gov/Archives/edgar/data/1411685/000165495421010401/vtgns8_09242021.htm

                          About VistaGen

Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.

VistaGen reported a net loss and comprehensive loss of $17.93
million for the fiscal year ended March 31, 2021, compared to a
net loss and comprehensive loss of $20.77 million for the year
ended March 31, 2020.  As of June 30, 2021, the Company had $103.91
million in total assets, $18.29 million in total liabilities, and
$85.62 million in total stockholders' equity.


WASATCH CO: Seeks to Employ Larson LLP as Special Counsel
---------------------------------------------------------
Wasatch Co. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Larson, LLP to serve as its
special litigation counsel in a lawsuit filed by Kaiser Foundation
Health Plan, Inc. in the Los Angeles County Superior Court.

The firm's hourly rates are as follows:

     Paul A. Rigali, Esq.     $750 per hour
     Attorneys                $395 - $475 per hour
     Paralegals/Clerks        $250 per hour
                         
The Debtor paid $225,000 to the law firm as a retainer fee.

Paul Rigali, Esq., the firm's attorney who will be providing the
services, 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:

     Paul A. Rigali, Esq.
     Larson LLP
     555 South Flower Street, Suite 4400
     Los Angeles, CA 90071
     Tel.: 213.436.4888
     Fax: 213.623.2000
     Email: prigali@larsonllp.com
     
                         About Wasatch Co.

Wasatch Co., a wholesaler of t-shirts and towels based in Lynwood,
Calif., filed its voluntary Chapter 11 petition (Bankr. C.D. Calif.
Case No. 21-16429) on Aug. 12, 2021, listing $3,904,413 in assets
and $10,329 in liabilities.  Wasatch President Abdul Wahab signed
the petition.

Judge Neil W. Bason oversees the case.

Leslie Cohen Law, PC serves as the Debtor's bankruptcy counsel
while Larson, LLP serves as special counsel.


WC 717 N HARWOOD: Taps Columbia Consulting as Financial Advisor
---------------------------------------------------------------
WC 717 N Harwood Property, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire Columbia
Consulting Group, PLLC as its financial advisor.

The firm's services include:

     i. preparing projections and assistance in structuring a plan
of reorganization;

    ii. preparing bankruptcy schedules and monthly operating
reports, if necessary;

   iii. providing expert testimony, if necessary; and

    iv. other financial and accounting consulting services that may
be required.

The hourly rates of the firm's professionals are as follows:

     Partners                         $250 - $300 per hour
     Other Accounting Professionals   $75 - $175 per hour

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

The Debtor has agreed to pay a retainer of $10,000.

Jeffrey Worley, chief financial officer of Columbia Consulting
Group, disclosed in a court filing that the firm and its
professionals are "disinterested persons" as that term is defined
in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jeffrey A. Worley
     Columbia Consulting Group, PLLC
     6101 Long Prairie Road Suite 744, MB 17
     Flower Mound, TX 75028
     Telephone: (972) 809-6393

                  About WC 717 N Harwood Property

Austin, Texas-based WC 717 N Harwood Property, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Texas Case No. 21-10630) on Aug. 3, 2021, listing up to $500
million in assets and up to $100 million in liabilities.  Natin
Paul, authorized representative, signed the petition.  

Judge Tony M. Davis oversees the case.  

The Debtor tapped Fishman Jackson Ronquillo, PLLC as legal counsel
and Columbia Consulting Group, PLLC as financial advisor.


WESTJET AIRLINES: Fitch Affirms 'B' IDRs, Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
WestJet Airlines, Ltd. and its primary operating subsidiary,
Westjet at 'B'. The Rating Outlook remains Negative, driven by a
slower than expected rebound in air traffic in 2021 YTD due to
prolonged travel restrictions in Canada. Fitch has affirmed
WestJet's senior secured debt ratings at 'BB-/RR2'.

Performance for 2021 is likely to be well below Fitch's prior
expectations. However, traffic has started to recover, and Fitch
expects that WestJet will be able to bring credit metrics back to
levels in-line with the 'B' rating by YE 2023 assuming no further
COVID-related disruptions. WestJet's 'B' rating continues to be
supported by the company's liquidity position, which remains
adequate to cover near-term obligations; its low cost structure;
and its position in the duopolistic Canadian market.

Fitch could revise the Outlook to Stable if the nascent recovery in
passenger traffic proves to be sustainable and robust. Current
uncertainties around the Delta and other virus variants and the
possibility of future travel restrictions are rating concerns.

KEY RATING DRIVERS

Slower Than Expected Recovery: WestJet's results to date have
lagged well behind its U.S. peers due to strict travel restrictions
in Canada and a relatively slow initial vaccine rollout. Fitch
expects traffic to ramp up from low levels in the third and fourth
quarter as travel restrictions ease, but total revenues in 2021
will still be down relative to 2020. Fitch expects traffic to pick
up despite a rise in Delta variant cases due to a good level of
vaccine coverage in Canada, combined with pent up demand. However,
the recovery may be slower than the initial recovery seen in the
U.S. before Delta was a concern.

As of late August, nearly 67% of Canada's population had been fully
vaccinated, compared to 53% in the U.S. WestJet's recovery is
likely to be ahead of its main competitor, Air Canada, due to its
heavier presence in domestic markets. Domestic Canada accounted for
49% of WestJet's 2019 capacity compared to only 22% for AC.
Transborder and international business are likely to lag. Even
though travel restrictions have eased, Canada still requires a
negative COVID test to enter the country, creating some friction
for travelers.

Credit Metrics Remain Weak: Credit metrics for WestJet in Fitch's
base case remain weak for the 'B' rating at least through 2022,
driving the Negative Outlook. Negative rating sensitivities set in
Fitch's prior review included a prolonged downturn in traffic and
continued cash burn through the first part of 2021, which WestJet
has tripped. However, given Canada's successful vaccine deployment
and loosening travel restrictions, the company may be able to bring
its total leverage (adjusted debt/EBITDAR) below 5.5x by year-end
2023. Fitch expects WestJet's credit profile to improve over the
longer term as the industry recovers from the COVID downturn.
Longer-term improvement is supported by its successful operating
history and solid market position in Canada.

Canadian Travel Restrictions: Travel restrictions have begun to
loosen in Canada following an acceleration in vaccine distribution.
As a result, air travel has started to rebound. Daily passenger
counts are down about 53% on a rolling seven-day basis compared to
2019 levels. This remains well behind the state of recovery in the
U.S. but represents a significant improvement from the beginning of
June when traffic was still down by 90% from baseline levels.

Fully vaccinated international travelers are now allowed to enter
Canada without a 14-day quarantine. However, a negative COVID test
is still required and non-essential travel is still discouraged.
Fitch's base case assumes that travel restrictions continue to ease
over time, allowing for a robust rebound in travel through 2022.
However, renewed travel restrictions remain a key risk. The
potential development of vaccine resistant COVID variants could
drive new border closures or quarantine requirements, which could
drive negative rating actions.

Manageable Capital Requirements: WestJet has a manageable number of
aircraft to be delivered over the next three years. Fitch expects
the company will continue to tap the sale-leaseback market to
finance new deliveries. Sale-leasebacks will keep initial capital
requirements low but will create a drag on operating expenses in
future years versus paying for aircraft up-front with cash. WestJet
has firm orders for four 787-9s to be delivered in 2021 and 2022
for 9 737 MAXs in 2022, and 18 firm orders for MAX aircraft beyond
2022 WestJet was able to trim its orderbook and push out deliveries
from Boeing last year in response to pandemic conditions.

No Further Government Support Expected: WestJet mutually agreed to
walk away from negotiations with the Canadian government regarding
a potential aid package in July of this year. Its actions contrast
with Air Canada, which gained access to up to CAD 5.9 billion in
government funds earlier this year. Government support would have
come along with certain restrictions including restrictions on
dividends, buybacks, and executive compensation, limits on
employment levels, as well as warrants or other equity
participation which may have proven unappealing to the company.
Fitch believes that WestJet has sufficient liquidity to manage
through the pandemic recovery without accessing government loans.
The company and the Canadian government have also not ruled out the
possibility of resuming negotiations in the future should another
downturn in travel come about from new developments with the virus
or changing government travel restrictions.

Recovery Analysis: Fitch's recovery analysis assumes that WestJet
would be reorganized as a going-concern in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim. The
going-concern (GC) EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which the
enterprise valuation is based. Fitch uses a GC EBITDA estimate of
$550 million and a 5x These assumptions lead to an estimated
recovery for senior secured positions in the 71%-90% (RR2) range.

DERIVATION SUMMARY

WestJet's 'B' rating is one notch below its primary domestic
competitor, Air Canada. The one-notch differential reflects
WestJet's higher near-term leverage prospects and smaller relative
size. WestJet's liquidity position is also not as strong as Air
Canada as the airline passed on the opportunity for additional
government aide. These factors are partially offset by WestJet's
favorable cost structure and heavier presence in domestic markets
which have experienced a stronger recovery. Relative to U.S.
airlines, tighter travel restrictions in Canada have limited
WestJet's recovery prospects.

KEY ASSUMPTIONS

Fitch has updated its base case scenario for Westjet to reflect an
approximately 70% decline in revenue passenger miles (RPMs) for
2021 relative to 2019 levels as a result of prolonged restrictions
put in place by the Canadian government on transborder and
international travel.

Fitch expects air traffic demand to begin to return in earnest in
the third and fourth quarters of 2021 followed by a fairly robust
rebound next year, resulting in 2022 revenues about 30% below that
of 2019. Neither RPMs nor revenues will return to 2019 levels until
2024.

Our fuel assumption is $CAD .68/ litre for 2021 and $CAD .70/ litre
for 2022.

RATING SENSITIVITIES

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

-- Total adjusted debt/EBITDAR at or below 4.5x;

-- FFO fixed charge coverage above 2x;

-- EBIT margins increasing towards the mid-single digits;

-- Maintenance of liquidity above 20% of LTM revenues.

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

-- A slower than expected rebound in demand leading to longer
    term impact on the balance sheet/ financial flexibility;

-- Total adjusted debt/EBITDAR remaining above 5.5x;

-- FFO fixed charge coverage below 1.5x;

-- Liquidity falling below CAD 800 million.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity:

Fitch views WestJet's current liquidity position as adequate to
manage through the crisis assuming traffic does not return to
trough levels. The recent increase in bookings has driven higher
cash sales, driving a significant improvement cash burn. The
company has successfully utilized the sale-leaseback market to
raise further liquidity. The Canadian Emergency Wage Subsidy (CEWS)
program has also helped to offset salaries and benefits expenses.

Debt maturities are manageable, principally consisting of regular
amortization payments under the company's term loan B and other
aircraft secured debt. The company entered the pandemic with a
strong liquidity position, slightly above 33% of TTM revenue as of
Dec. 31, 2019.

ISSUER PROFILE

WestJet Airlines, Ltd. is Canada's second largest airline. WestJet
primarily operates in domestic Canada and U.S. trans-border
markets. It offers regional service through its WestJet Encore
subsidiary and competes in the ultra-low cost space through its
subsidiary Swoop.

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.


WOODBRIDGE HOSPITALITY: Nov. 10 Disclosure Hearing Set
------------------------------------------------------
Woodbridge Hospitality, L.L.C., filed with the U.S. Bankruptcy
Court for the District of Arizona a Disclosure Statement and Plan
of Reorganization.  On Sept. 23, 2021, Judge Brenda K. Martin
ordered that:

     * Nov. 10, 2021, at 11:00 a.m. is the telephonic hearing to
consider the approval of the Disclosure Statement.

     * Nov. 3, 2021 is fixed as the last day to file an objection
to the Disclosure Statement.

A copy of the order dated September 23, 2021, is available at
https://bit.ly/3APyoUG from PacerMonitor.com at no charge.

                   About Woodbridge Hospitality

Scottsdale, Ariz.-based Woodbridge Hospitality, LLC, is a company
that operates in the hotel and motel industry.  It conducts
business under the name Suites on Scottsdale.

Woodbridge Hospitality filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
21-04096) on May 26, 2021, disclosing $10 million to $50 million in
both assets and liabilities.  Judge Paul Sala oversees the case.  

Sacks Tierney P.A. and R&A CPAs serve as the Debtor's legal counsel
and accountant, respectively.

Canyon Community Bank, as lender, is represented by Michael
McGrath, Esq., at Mesch Clark Rothschild.


YOGI JAY: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: Yogi Jay, LLC
          DBA Lake Inn
        45 Enterprise Ln
        Hardy, VA 24101-3973

Business Description: Yogi Jay, LLC is part of the traveler
                      accommodation industry.

Chapter 11 Petition Date: September 28, 2021

Court: United States Bankruptcy Court
       Western District of Virginia

Case No.: 21-70662

Debtor's Counsel: Richard D. Scott, Esq.
                  LAW OFFICE OF RICHARD D. SCOTT, PC
                  4519 Brambleton Ave., Suite 210
                  Roanoke, VA 24018-3408
                  Tel: (540) 400-7997
                  E-mail: richard@rscottlawoffice.com

Total Assets as of December 31, 2020: $1,058,043

Total Liabilities as of December 31, 2020: $844,908

The petition was signed by Jayprakash Patel, member/manager.

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

https://www.pacermonitor.com/view/KLUQGPQ/Yogi_Jay_LLC__vawbke-21-70662__0001.0.pdf?mcid=tGE4TAMA


[*] Judge Harlin Hale to Receive 2021 American Inns of Court Award
------------------------------------------------------------------
Judge Harlin D. "Cooter" Hale has been selected to receive the
prestigious 2021 American Inns of Court Bankruptcy Inn Alliance
Distinguished Service Award, which recognizes a judge or attorney
specializing in bankruptcy law who has exhibited ongoing dedication
to the highest standards of the legal profession, the rule of law,
and personal ethics and integrity.

"It is difficult to describe Judge Hale as a lawyer and as a person
without seeming to burst with both admiration and affection," says
Laurie Dahl Rea, Esquire, president of the Honorable John C. Ford
American Inn of Court in Dallas, who nominated Judge Hale on behalf
of the inn. "His dedication to civility and professionalism in the
practice of law and to bankruptcy law in particular is inspiring."

Since 2002, Judge Hale has been a judge on the U.S. Bankruptcy
Court for the Northern District of Texas and has been chief judge
since 2020. He has presided over thousands of cases and authored
almost 200 opinions, one of which was cited by the Supreme Court of
the United States in 2017. Judge Hale is a fellow of the American
College of Bankruptcy and a member of the Honorable John C. Ford
American Inn of Court. He received the William L. Norton Jr.
Judicial Excellence Award from the American Bankruptcy Institute in
2019.

Judge Hale is committed to mentoring the next generation of
bankruptcy lawyers. As a founding member of the John C. Ford Inn,
which is dedicated to bankruptcy law, Judge Hale has taught a
four-month-long course on Chapter 11 cases for young members,
taught high school students in a summer program, and organized
other Inn programs, such as its "Breakfast with the Judge" program.
His mentorship extends well beyond his work with the Inn. When he
realized that young lawyers lacked a program designed specifically
to help them launch their careers, he and colleagues organized
"Starting Out Right," which is now a statewide educational
program.

Judge Hale is also a visiting professor at Southern Methodist
University's Dedman School of Law, where he teaches creditors'
rights.

Previously, Judge Hale was a national partner at the Dallas firm
Baker & McKenzie LLP and a partner at McGuire, Craddock, Strother &
Hale PC. Judge Hale earned his undergraduate degree from Louisiana
State University in 1979 and his law degree in 1982 from Louisiana
State, where he was a member of the Order of the Coif.

The American Inns of Court, headquartered in Alexandria, Virginia,
inspires the legal community to advance the rule of law by
achieving the highest level of professionalism through example,
education, and mentoring. The organization's membership includes
nearly 30,000 federal, state, and local judges; lawyers; law
professors; and law students in nearly 370 chapters nationwide.
More information is available at http://www.innsofcourt.org/


                            *********

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