/raid1/www/Hosts/bankrupt/TCR_Public/211220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, December 20, 2021, Vol. 25, No. 353

                            Headlines

ADVANCED SAWMILL: Liquidation Analysis Inadequate, AFNB Says
BLACKROCK CAPITAL: Fitch Affirms and Withdraws Ratings
CARVER BANCORP: Signs $20M Sales Agreement with Piper Sandler
CENTRAL FREIGHT: Winding Down Would Benefit Competitors
CITIUS PHARMACEUTICALS: Incurs $23.1M Net Loss in FY Ended Sept. 30

EVERGREEN I: Unsecureds Will Recover 100% of Their Claims
FIRSTBANK PUERTO RICO: S&P Affirms 'BB' ICR, Outlook Positive
FUSION CONNECT: S&P Cuts ICR to 'CC' on Below-Par Exchange Offer
GBG USA: Halperin Battaglia Represents Brookwood, Allura
JSM CONSULTING: Seeks to Hire Rabinowitz as Bankruptcy Counsel

MESOBLAST LTD: Novartis Decides to Terminate Agreement
MOBIQUITY TECHNOLOGIES: Closes $10.3 Million Public Offering
NUTRIBAND INC: Incurs $1.6 Million Net Loss in Third Quarter
OCCIDENTAL PETROLEUM: Fitch Raises LT IDR to 'BB+', Outlook Stable
PARADIGM PROPERTY: Seeks Approval to Tap Bookkeeper and Accountant

PETROTEQ ENERGY: Incurs $9.5 Million Net Loss in FY Ended Aug. 31
ROSEVILLE PROPERTIES: Seeks to Tap Bush Ross as Bankruptcy Counsel
SLM CORP: S&P Assigns BB+ Issuer Credit Rating, Outlook Stable
WESTERN MIDSTREAM: Fitch Raises LT IDR to 'BB+', Outlook Stable

                            *********

ADVANCED SAWMILL: Liquidation Analysis Inadequate, AFNB Says
------------------------------------------------------------
American First National Bank ("AFNB"), as assignee of First
International Bank, a secured creditor of the debtor, Advanced
Sawmill Machinery, Inc., designated as a Class 1 claimant under the
Debtor's Chapter 11 Plan of Reorganization, files this objection to
confirmation of the Plan and to final approval of the Debtor's
Disclosure Statement.

AFNB complains that the Exhibit E to the Disclosure Statement
entitled "Liquidation Analysis" does not explain how the value of
the Debtor's property was determined.  The Debtor values its real
property at $825,404 based upon the market value placed on the
property by the county property appraiser for tax purposes.  Yet,
on its initial Schedule A/B, the Debtor valued its real property at
$1,400,000 based on "comparable sales."  The Debtor does not
explain why its estimate of the value of the real property
decreased by over half a million dollars. If the real property is
valued at $1.4 million, AFNB's claim would be paid in full, leaving
the Debtor's other assets encumbered by AFNB's security interest
available for distribution to unsecured creditors. The true value
of the Debtor's real property is therefore a material piece of
information for creditors.

AFNB points out that the Liquidation Analysis omits material
assets. The Liquidation Analysis does not include the Debtor's
accounts receivable, yet the Debtor has $460,136 of collectible
accounts receivable (and an additional $420,136 of "doubtful or
uncollectible accounts") according to its Amended Schedule A/B
which was filed the same day as the Debtor's Disclosure Statement.
Further, the Debtor's Monthly Operating Report for Small Business
Under Chapter 11 for the period of October 2021 attaches an
unaudited balance sheet dated October 31, 2021, presumably prepared
by the Debtor, which lists "Inventory-Materials" as an asset in the
amount of $392,300.31 while the Debtor's Liquidation Analysis
values inventory at only $85,000. The Debtor has provided no
explanation for this discrepancy.

                  Objection to Chapter 11 Plan

According to AFNB, the confirmation of the Debtor's Plan providing
for a sale of the Debtor's ownership to Peak would violate SBA
regulations and therefore was proposed by a means forbidden by law
in violation of Section 1129(a)(3).

AFNB asserts that the Debtor's Chapter 11 Plan cannot be confirmed
because its provision for the sale of the Debtor's equity to an
entity that is not owned by a U.S. citizen or lawful permanent
resident violates the SBA's regulations and Congressional intent of
the Small Business Administration and therefore does not comply
with Sec. 1129(a)(3).

Attorneys for American First National Bank:

     Katherine C. Fackler
     AKERMAN LLP
     50 North Laura Street, Suite 3100
     Jacksonville, FL 32202
     Telephone: (904) 798-3700
     Facsimile: (904) 798-3730
     E-mail: katherine.fackler@akerman.com

         - and -

     Raye C. Elliott
     Email: raye.elliott@akerman.com
     401 East Jackson Street, Suite 1700
     Tampa, FL 33602
     Telephone: (813) 223-7333
     Facsimile: (813) 223-2837

               About Advanced Sawmill Machinery

Advanced Sawmill Machinery, Inc., is a Holt, Fla.-based company
that owns and operates a precision machine shop.

Advanced Sawmill filed a petition for Chapter 11 protection (Bankr.
N.D. Fla. Case No. 21-30612) on Sept. 20, 2021, listing up to $1
million in assets and up to $10 million in liabilities.  Brenda W.
Steffens, executive vice president, signed the petition.  Byron
Wright III, Esq., at Bruner Wright, P.A., is the Debtor's legal
counsel.


BLACKROCK CAPITAL: Fitch Affirms and Withdraws Ratings
------------------------------------------------------
Fitch Ratings has affirmed BlackRock Capital Investment
Corporation's (BKCC) Long-Term Issuer Default Rating (IDR), senior
secured debt rating and senior unsecured debt rating at 'BB-'.

Concurrently, Fitch has withdrawn BKCC's ratings for commercial
purposes.

KEY RATING DRIVERS

The rating affirmations reflect BKCC's affiliation with BlackRock
Inc. (BlackRock), which Fitch believes provides the firm with
enhanced risk management and back-office capabilities, Wall Street
relationships, market insights and, following BlackRock's
acquisition of Tennenbaum Capital Partners in 2018, deal flow. The
ratings also reflect BKCC's solid asset coverage cushion and
reduced exposure to troubled legacy assets.

Rating constraints include BKCC's relatively undiversified funding
profile and the potential decline in funding flexibility if the
firm is unable to access the unsecured debt markets to refinance
its convertible notes due June 2022, weaker-than-peer credit
performance, inconsistent operating performance, weak dividend
coverage, above-average portfolio concentrations, and turnover in
the management team in recent years.

Rating constraints for business development companies (BDCs)
include the market impact on leverage, given the need to fair-value
the portfolio quarterly, dependence on access to the capital
markets to fund growth, a limited ability to retain capital given
distribution requirements, and deterioration in terms in the middle
market resulting from the competitive underwriting environment.

BKCC has been increasing its exposure to first lien loans (68.0% of
the portfolio at fair value at 3Q21) in recent years through
co-investments with BlackRock TCP Capital Corp. However, exposure
to second lien loans (19.9%) and subordinated debt (4.7%) remained
above-average at 3Q21. Portfolio concentrations also remained
above-average at Sept. 30, 2021. The 10 largest investments
accounted for 38.9% of total assets and 63.9% of total equity,
which were above the rated BDC averages.

Fitch views the reduced exposure to non-core legacy investments,
which represented 5% of the portfolio at fair value at 3Q21,
favorably. However, the rotation out of non-core investments took
longer than initially anticipated and resulted in significant
losses. Net realized losses amounted to 18.9% of the average
portfolio at fair value in 2020 and averaged 8.8% from 2017-2020,
which is within Fitch's 'b' and below category benchmark range for
BDCs of over 6%. Performance improved in 9M21 as demonstrated by
BKCC generating net realized gains amounting to 0.6% of the average
portfolio. Still, non-accruals remained above-average at 3Q21,
amounting to 14.0% of the debt portfolio at cost and 4.3% at fair
value, which Fitch believes could translate into additional
realized losses.

Net investment income (NII), adjusted for non-cash accruals of
capital gains incentive fees, amounted to 3.3% of the average
portfolio at cost in 9M21 (annualized), which was below the rated
BDC average and Fitch's investment grade benchmark range of 5%-10%.
Earnings have been pressured by exposure to non-accruals and
non-yielding equity investments in recent years. NII should improve
as BKCC deploys additional capital into yielding debt investments,
but the pace at which BKCC can grow its originations will be
dependent on market conditions.

BKCC's leverage (par debt-to-equity), was 0.58x at Sept. 30, 2021,
which was below the rated BDC average and below BKCC's targeted
range of 0.95x-1.25x. Leverage implied an asset coverage cushion of
45.1%, which is within Fitch's 'a' category benchmark range of
33%-60% for BDCs. However, the asset coverage cushion is expected
to decline as BKCC increases leverage towards its targeted range.
Fitch believes BKCC should operate with an above-average asset
coverage cushion given the firm's portfolio concentrations,
below-average first lien exposure and elevated non-accruals.

At Sept. 30, 2021, 70.9% of BKCC's outstanding debt (at par) was
unsecured, which is within Fitch's 'a' category benchmark range of
50%-90% for BDCs. However, that percentage could decline should the
firm draw on its secured credit facility to fund portfolio growth.
BKCC's unsecured debt consists of just one convertible notes
issuance due June 2022. BKCC has not accessed the unsecured debt
markets since issuing the convertible notes in June 2017 and, as a
result, Fitch is uncertain about whether the firm will be able to
maintain economic access to the unsecured markets.

BKCC has sufficient liquidity to repay the convertible notes with
borrowings under its credit facility, if necessary, but doing so
would meaningfully reduce the firm's funding flexibility and
liquidity. At Sept. 30, 2021, BKCC had $12.0 million in cash and
equivalents and $206 million of undrawn capacity under its credit
facility, subject to leverage restrictions.

NII, adjusted for capital gains incentive fee accruals, coverage of
dividends declared remained weak in 9M21, amounting to 68.4%.
Adjusting for non-cash income and expenses, cash earnings coverage
of the dividend was 59.3%. Fitch believes dividend coverage could
remain pressured in the near term, but expects it to improve over
time as BKCC deploys additional capital in yielding debt
investments.

The equalization of the secured and unsecured debt ratings with the
Long-Term IDR reflects solid collateral coverage for all classes of
debt given that BKCC is subject to a 150% regulatory asset coverage
requirement.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant for any of the ratings
given today's rating withdrawal.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


CARVER BANCORP: Signs $20M Sales Agreement with Piper Sandler
-------------------------------------------------------------
Carver Bancorp, Inc. entered into a sales agreement with Piper
Sandler & Co., as sales agent, pursuant to which the Company may
offer and sell, from time to time through Piper Sandler, shares of
its common stock, par value $0.01 per share, having an aggregate
gross sales price of up to $20.0 million.

Any sales of the Company's Common Stock made under the Agreement
will be sales deemed to be "at-the-market offerings," as defined in
Rule 415 under the Securities Act of 1933, as amended.  These sales
will be made by means of ordinary broker transactions on the NASDAQ
Capital Market at market prices prevailing at the time, at prices
related to the prevailing market prices, or at negotiated prices.
The Company will pay Piper Sandler a commission rate of 3.0% of the
aggregate purchase price of each sale of shares of Common Stock.

The Company is not obligated to make any sales of Common Stock
under the Agreement.  The Company also may instruct Piper Sandler
as to the maximum number of shares of Common Stock it may sell on
any given day, as well as the minimum price per share.

The Agreement contains representations and warranties and covenants
that are customary for transactions of this type.  In addition, the
Company has agreed to indemnify Piper Sandler against certain
liabilities on customary terms, subject to limitations on such
arrangements imposed by applicable law and regulation.  In the
ordinary course of its business, Piper Sandler and/or their
affiliates have engaged and may engage in commercial and investment
banking transactions, financial advisory and other transactions
with the Company.  Piper Sandler has received, or may receive,
customary compensation and expenses in connection with such other
transactions.

The Agreement may be terminated by either the Company or Piper
Sandler, each in its sole discretion, by giving written notice to
the other party as provided for in the Agreement.  The Agreement
will automatically terminate following the sale of shares of Common
Stock having an aggregate gross sales price of $20.0 million.

In addition, the Company also may sell shares of Common Stock to
Piper Sandler as principal for its own account, at a price agreed
upon at the time of sale.  If the Company sells shares to Piper
Sandler as principal or other than in accordance with the
Agreement, the Company will enter into a separate agreement setting
forth the terms of such transaction.

                        About Carver Bancorp

Headquartered in New York, Carver Bancorp, Inc., is the holding
company for Carver Federal Savings Bank, a federally chartered
savings bank.  The Company conducts business as a unitary savings
and loan holding company, and the principal business of the Company
consists of the operation of its wholly-owned subsidiary, Carver
Federal.  Carver Federal was founded in 1948 to serve
African-American communities whose residents, businesses and
institutions had limited access to mainstream financial services.
The Bank remains headquartered in Harlem, and predominantly all of
its seven branches and four stand-alone 24/7 ATM centers are
located in low- to moderate-income neighborhoods.

Carver Bancorp reported a net loss of $3.89 million for the year
ended March 31, 2021, compared to a net loss of $5.42 million for
the year ended March 31, 2020.  As of Sept. 30, 2021, the Company
had $706.87 million in total assets, $650.66 million in total
liabilities, and $56.22 million in total equity.


CENTRAL FREIGHT: Winding Down Would Benefit Competitors
-------------------------------------------------------
Clark Schultz of Seeking Alpha reports that a notable trucking
sector bankruptcy could benefit companies like FedEx, ArcBest and
XPO Logistics.

Bank of America calls out a small benefit from the bankruptcy of
Central Freight Lines for Old Dominion Freight Line (NASDAQ:ODFL),
Saia, Inc. (NASDAQ:SAIA), ArcBest (NASDAQ:ARCB), XPO Logistics
(NYSE:XPO), FedEx (NYSE:FDX), TFI International (NYSE:TFII) and
Knight-Swift Transportation Holdings (NYSE:KNX).

Central Freight Lines, which is the 21st largest
less-than-truckload carrier by revenue, is winding down operations
after 96 years in operation.  There are no plans to reorganize.

Analyst Ken Hoexter says the less-than-truckload sector could see a
stronger pricing backdrop in some regional markets from the removal
of an undisciplined carrier or where assets are absorbed.

                       About Central Freight

Central Freight Lines was founded in 1925 by W.W. "Woody" Callan
Sr. as the "Central Forwarding and Warehouse company." In 1929,
Callan separated Central Forwarding's household goods moving
business, which became known as Central Forwarding, Inc., from the
company's general freight transportation known as Central Freight
Lines, Inc.

Central Freight Lines employed about 2,100 workers, including 1,325
truck drivers.

Central Freight Lines went public in 2003, and in 2006 transitioned
back from a publicly traded company to a privately held enterprise
through a merger with North American Truck Lines, LLC and Green
acquisition Company, controlled by Jerry Moyes.

In December, Central Freight Lines announced that it is closing for
good after nearly 100 years in operation.  

This is the largest trucking company closure since Celadon shut its
doors just before the holidays two years ago. On December 9, 2019,
Celadon officially filed for Chapter 11 bankruptcy protection and
announced that they were immediately shutting down their
operations. An estimated 4,000 Celadon workers were suddenly laid
off weeks before Christmas, including thousands of truck drivers.


CITIUS PHARMACEUTICALS: Incurs $23.1M Net Loss in FY Ended Sept. 30
-------------------------------------------------------------------
Citius Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$23.05 million on zero revenue for the year ended Sept. 30, 2021,
compared to a net loss of $17.55 million on zero revenue for the
year ended Sept. 30, 2020.

As of Sept. 30, 2021, the Company had $142.43 million in total
assets, $9.65 million in total liabilities, and $132.78 million
total equity.

Citius has incurred operating losses since inception.  At Sept. 30,
2021, Citius had an accumulated deficit of $96,047,821.  Citius'
net cash used in operations during the years ended Sept. 30, 2021
and 2020 was $24,250,414 and $16,930,658, respectively.

As a result of the Company's common stock offerings and common
stock warrant exercises in fiscal year 2021, the Company had
working capital of approximately $68,800,000 at Sept. 30, 2021.
The Company expects that it will have sufficient funds to continue
its operations through March 2023.  At Sept. 30, 2021, Citius had
cash and cash equivalents of $70,072,946 available to fund its
operations.  The Company's only source of cash flow since inception
has been from financing activities.  During the years ended Sept.
30, 2021 and 2020, the Company received net proceeds of
$120,643,020 and $22,733,850, respectively, from the issuance of
equity.  The Company also received $164,583 from the COVID-related
SBA paycheck protection program loan received on April 15, 2020.
The Company's primary uses of operating cash were for in-licensing
of intellectual property, product development and commercialization
activities, employee compensation, consulting fees, legal and
accounting fees, insurance and investor relations expenses.

"2021 was a transformative year for Citius as we positioned the
company financially and strategically to drive growth.  We raised
more than $120 million in proceeds to support our activities,
providing us with the flexibility to advance our clinical programs
and invest in opportunities for additional growth.  With the recent
addition of cancer immunotherapy I/ONTAK to our portfolio, we now
have a robust pipeline that includes two late Phase 3 programs and
three potentially first-in-class products," stated Myron Holubiak,
president and chief executive officer of Citius Pharmaceuticals.

"As we move into 2022, we anticipate multiple positive milestones.
These include: accelerated enrollment and completion of the
Mino-Lok trial during the year, topline results in the first half
of 2022 for the recently completed I/ONTAK Pivotal Phase 3 trial
followed by a BLA submission in the second half of the year,
initiation of the Halo-Lido study in early 2022 and completion of
the study by the end of the year, and continued progress on
Mino-Wrap and our iPSC-derived mesenchymal stem cells for the
treatment of acute respiratory distress syndrome (ARDS).  With the
addition of key personnel to our clinical, manufacturing and
commercial teams, we are aligning our resources to ensure continued
progress across each of our development programs, and the
successful launch of potentially two commercial products in 2023.
We believe our strong balance sheet will allow us to execute our
development programs as planned in 2022 and we do not anticipate a
need to raise additional capital in the coming year," concluded Mr.
Holubiak.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001506251/000121390021065464/f10k2021_citiuspharma.htm

                           About Citius

Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a specialty pharmaceutical
company dedicated to the development and commercialization of
critical care products targeting unmet needs with a focus on
anti-infectives, cancer care and unique prescription products.


EVERGREEN I: Unsecureds Will Recover 100% of Their Claims
---------------------------------------------------------
Evergreen I Associates, LLC, et al. submitted a Disclosure
Statement.

The Debtors own real property consisting of approximately 20
contiguous acres located at S. Pemberton Road and 1722 Route 38,
Mt. Holly, New Jersey 08060 (the "Property"). Evergreen I owns
approximately 11.5 acres of the Property on which a shopping center
commonly known as "Evergreen Plaza" is located. The shopping center
has 88,000 square feet of retail space occupied by various
commercial tenants. Evergreen II owns approximately 7.5 acres of
the Property, which is currently vacant real estate suitable for
commercial or residential multi-family residential usage. Evergreen
III owns approximately one acre of the Property, which is also
vacant real estate suitable for retail development.

Class 6 – General Unsecured Claims totaling $251,627.56 for
Evergreen I, $14,280.00 for Evergreen II, $14,280.00 for Evergreen
IIII, and $1,103.13 for Evergreen Plaza. Each Holder of such
Allowed General Unsecured Claim shall be paid in Cash in two
separate distributions. The first distribution in the amount of 50%
of the Allowed General Unsecured Claim, without interest, shall be
made on the Effective Date or 7 Business Days after such General
Unsecured Claim becomes an Allowed Claim. The second distribution
in the amount of the remaining 50% of the Allowed General Unsecured
Claim shall be paid, without interest, on or before 1 year from the
Effective Date. Creditors will recover 100% of their claims.

The Debtors, Reorganized Debtors, or Plan Sponsors, as applicable,
shall fund distributions under the Plan with: (a) Cash on hand,
including but not limited to rental income generated at the
Property; (b) the issuance and distribution of the Reorganized
Evergreen Plaza Equity Interests; (c) proceeds from the
Post-Petition Financing Transaction, and (d) the Plan Sponsor
Funding Amount.

     Counsel to the Debtors and Debtors-in-Possession:

     Joseph L. Schwartz, Esq. (JS-5525)
     Tara J. Schellhorn, Esq. (TS-8155)
     Rachel G. Atkin, Esq. (RA-4910)
     RIKER DANZIG SCHERER HYLAND & PERRETTI LLP
     Headquarters Plaza
     One Speedwell Avenue
     Morristown, New Jersey 07960
     (973) 538-0800
     jschwartz@riker.com
     tschellhorn@riker.com
     ratkin@riker.com

A copy of the Disclosure Statement dated December 8, 2021, is
available at https://bit.ly/3rQLzD5 from PacerMonitor.com.

                                       About Evergreen I Associates
LLC, et al.

Evergreen I Associates LLC and its affiliates, Evergreen II
Associates LLC; Evergreen III Associates LLC; and Evergreen Plaza
Associates, LLC, are engaged in activities related to real estate.
The companies each filed a Chapter 11 petition on September 9,
2021.  

In the petitions signed by Nicholas Aynilian, manager, each of
Evergreen I Associates and Evergreen II Associates estimated $1
million to $10 million in both assets and liabilities.  In
addition, Evergreen III Associates listed $100,000 to $500,000 in
assets and $1 million to $10 million, while Evergreen Plaza
Associates disclosed up to $50,000 in assets and likewise $1
million to $10 million in liabilities.  The Debtors' cases are
jointly administered under Evergreen I Associates (Bankr. D. N.J.
Lead Case No. 21-17116).

Judge Christine M. Gravelle presides over the cases.

Riker, Danzig, Scherer, Hyland & Perretti LLP is tapped as the
Debtors' counsel.


FIRSTBANK PUERTO RICO: S&P Affirms 'BB' ICR, Outlook Positive
-------------------------------------------------------------
S&P Global Ratings affirmed its issuer credit ratings on 22 U.S.
small regional banks and their rated subsidiaries. The affirmations
follow a revision to the methodologies for rating banks and nonbank
financial institutions and for determining a Banking Industry
Country Risk Assessment (BICRA). S&P affirmed the issuer credit
ratings on the following holding companies:

  Associated Banc Corp.
  BOK Financial Corp.
  Cadence Bank
  Commerce Bancshares Inc.
  Cullen/Frost Bankers Inc.
  East West Bancorp Inc.
  FirstBank Puerto Rico
  First Citizens BancShares Inc.
  First Commonwealth Financial Corp.
  FNB Corp.
  Hancock Whitney Corp.
  OFG Bancorp
  Popular Inc.
  River City Bank
  S&T Bank
  Synovus Financial Corp.
  Texas Capital Bancshares Inc.
  Trustmark Corp.
  UMB Financial Corp.
  Umpqua Holdings Corp.
  Valley National Bancorp
  Webster Financial Corp.

S&P said, "We affirmed our issue ratings on the debt of these
entities and their subsidiaries. We are also keeping our ratings on
Bank Leumi USA on CreditWatch with negative implications and our
ratings on Investors Bancorp Inc. on CreditWatch with positive
implications. The ratings on Bank Leumi USA and Investors Bancorp
remain unchanged.

"Our economic risk and industry risk scores in the U.S. both remain
'3'. These scores determine the BICRA and the anchor, or starting
point, for our ratings on financial institutions that operate
primarily in the U.S. The trends we see for economic risk and
industry risk remain stable and positive, respectively."

Associated Banc Corp.

The ratings on Associated Banc Corp. (ASB) reflect the company's
stable loan performance, solid capital ratios, and good revenue
diversity balanced by its limited geographic diversity and slightly
weaker funding metrics compared with peers.

Outlook

S&P said, "The stable outlook on ASB reflects our view that the
company's asset quality, capital ratios, and overall financial
performance will remain satisfactory and continue to support our
rating over the next two years. We believe our ratings balance the
company's good revenue diversification and improved funding and
liquidity metrics against its concentrated geographic footprint."

Downside scenario. S&P said, "We could lower the rating if asset
quality weakens, especially within the commercial and industrial
(C&I) or commercial real estate (CRE) loan portfolios, or if
funding ratios deteriorate. We would also take a negative view of
more aggressive capital returns, which could result from additional
stock buybacks or acquisitions not entirely funded with stock."

Upside scenario. S&P could raise the rating if it projects the
risk-adjusted capital (RAC) ratio will rise above 10% and remain at
this level for a sustained period.

Bank Leumi USA

S&P said, "Our ratings on Bank Leumi USA (BLUSA) remain on
CreditWatch with negative implications pending its sale to Valley
National Bancorp. We placed our 'A-' rating on CreditWatch
following the announced sale because we rate Valley's main bank
subsidiary, which will absorb BLUSA, a notch below our rating on
BLUSA. We currently base our rating on BLUSA on a stand-alone
credit profile (SACP) of 'bbb-' and include three notches of uplift
from the SACP to reflect our view that its Israeli parent would
likely provide it with extraordinary support if needed, pending its
sale."

CreditWatch

S&P said, "The CreditWatch negative reflects the likelihood that we
will lower our rating on BLUSA by one notch, making it equal with
our rating on Valley's main bank subsidiary, Valley National Bank,
following the close of the acquisition.

"In the event that the acquisition does not close--which we do not
expect--we could lower our rating on BLUSA to reflect our lower
confidence in support from the Leumi group."

BOK Financial Corp.

The ratings on BOK Financial Corp. (BOK) reflect the company's
solid market share and strong diversity in its revenue streams
across various business lines, good funding base of low-cost core
deposits, and history of good asset quality and minimal credit
losses. The current ratings balance these strengths against BOK's
somewhat concentrated geographic footprint and high energy loan
exposures. While S&P is somewhat cautious about the company's
outsize exposure to energy-sector lending, its overall view of
BOK's creditworthiness is balanced by the company's consistent and
stable earnings record, as well as regulatory capital ratios that
generally compare favorably with similarly rated peers.

Outlook

The stable outlook represents S&P's expectation that BOK will
continue to have good asset quality supported by its strong risk
management practices and maintain stable earnings aided by its
large contribution of noninterest revenue streams despite
higher-than-peer exposure to the energy sector, which we view as
volatile.

Downside scenario. S&P could revise the outlook to negative in the
next two years if BOK's noninterest income decreases significantly
or if it sees a substantial asset quality deterioration and higher
loan losses, such that profitability and capital ratios decline.

Upside scenario. While less likely, S&P could revise the outlook to
positive if it projected the company's RAC ratio will rise above
10% and remain at this level for some time.

Cadence Bank

The ratings on Cadence Bank reflect the good contribution of fee
income to total revenue, large base of low-cost deposits, and
long-term merger benefits, which include enhanced scale and more
diversity in its loan portfolio. The ratings balance these
strengths against the potential near-term integration challenges
and some elevated exposure to higher risk lending compared with
peers.

Outlook

S&P said, "The positive outlook on Cadence indicates our view
Cadence will maintain solid loan performance and generate stable
earnings in the next two years. We also think the company's capital
ratios could modestly decline over time but remain well-capitalized
and comparable to similarly rated peers. Although possible, we do
not expect Cadence to face integration challenges resulting from
the merger."

Downside scenario. S&P could revise the outlook to stable if, in
its view, the company has significant challenges related to the
integration of both entities, if asset quality deteriorates
disproportionately more than peers, or if capital ratios decline
materially from current levels.

Upside scenario. S&P said, "We could raise the ratings if the
merged company were to generate superior earnings through
meaningful growth in market share and greater business and
geographic diversification, and if it were to realize potential
synergies from the merger while maintaining good revenue diversity
and stable asset quality. We could also raise the ratings if we
were to expect the bank's S&P Global Ratings' RAC ratio to remain
well above 10% on a sustained basis, which would highlight
conservative financial policies."

Commerce Bancshares Inc.

The ratings consider Commerce Bancshares' conservative risk
profile, strong capital ratios, and good revenue diversification
offset by a geographic concentration in the Midwest and modest
domestic market share.

Outlook

S&P said, "The stable outlook on Commerce reflects our expectation
that we are unlikely to change the rating over the next two years
since we expect financial performance to remain stable because the
ongoing U.S. economic recovery should reduce risk of credit losses.
Although net charge-offs could increase as government stimulus
efforts end, the bank's conservative underwriting standards should
result in lower losses than peers. In addition, we expect earnings
to remain stable despite the low-rate environment due to Commerce's
significant noninterest income."

Downside scenario. S&P said, "We could lower the ratings if
Commerce's credit quality metrics worsen substantially more than we
anticipate, or if we see more aggressive lending policies, which
could occur if there's a material increase in the bank's
construction loan exposure. We could also lower the rating if we
project Commerce's RAC ratio to decline to less than 10% and remain
below that level."

Upside scenario. Conversely, S&P thinks the probability of an
upgrade is low, in part due to the bank's geographic concentrations
and already appropriate peer rating comparisons.

Cullen/Frost Bankers Inc.
The ratings reflect Cullen/Frost Bankers Inc.'s strong funding and
liquidity, robust capital, and adequate revenue diversification
offset by higher-than-peer levels of energy and construction
lending, and its geographic concentration in Texas.

Outlook

S&P said, "Our stable outlook on Cullen indicates our view that
asset quality risk has receded significantly with the improving
economy and stabilization of the energy lending sector. Cullen's
asset quality held up well during the pandemic-driven downturn, and
we expect the company to have good financial performance over the
next two years while maintaining its long-standing robust liquidity
and high capital ratios."

Downside scenario. S&P said, "We could lower the ratings if
nonaccruals or net charge-offs rise sharply, potentially from the
energy or broader loan portfolio, or if we determine that the
company's risk and business model concentrations result in a credit
profile that is not in line with similarly rated peers. We could
also lower the rating if we expect capital levels to decline
substantially from more aggressive financial policies."

Upside scenario. S&P thinks the probability of an upgrade is low,
in part due to the bank's geographic concentrations and already
appropriate peer rating comparisons.

East West Bancorp Inc.

The ratings reflect East West Bancorp Inc.'s strong capital,
peer-leading efficiency, and solid asset quality metrics offset by
its limited revenue diversification and its concentrations in
commercial real estate lending and California.

Outlook

S&P said, "Our stable outlook on East West incorporates our
expectation that the bank will maintain strong capital levels,
consistent earnings performance, and stable asset quality metrics
in the next two years. We think capital levels will remain steady
due to solid earnings, a lower-than-peer total payout ratio, and
minimal to zero share repurchases, offset by higher-than-peer loan
and asset growth rates. Despite the substantial concentrations in
California and CRE, we expect it to maintain good asset quality as
the U.S. economic recovery and vaccine distribution continues."

Downside scenario. S&P could lower its ratings if East West pursues
more aggressive capital deployment strategies, leading to a RAC
ratio below 10% on a sustained basis, or if credit quality
deteriorates significantly, perhaps due to a stall in the economic
recovery or an increase in higher-risk loan exposures.

Upside scenario. S&P could raise its ratings on East West if it
increases its geographic and loan portfolio diversification while
maintaining good credit quality, strong capital, solid funding and
liquidity, and consistent earnings.

FirstBank Puerto Rico

The ratings reflect FirstBank Puerto Rico's (FBP) significant
concentrations in Puerto Rico, which is only beginning to emerge
from an extended recession; high levels of nonperforming and
restructured loans; and history of higher-than-peer credit losses
offset by strong capital and consistent profitability in recent
years.

Outlook

S&P could raise its ratings on the FirstBank in the next 12 months
if it is confident it will sustain its RAC ratio above 15% after
factoring in potential credit losses and capital deployment. While
S&P expects charge-offs to increase from 2020, the outlook also
reflects the possibility that loan performance may not weaken as
much as we expect, which could result in lower provision expenses
and higher profitability than anticipated.

A higher rating would also depend on continued momentum in the
Puerto Rican economy and vaccine distribution easing the impact of
the pandemic, as well as the inflow of funds from private insurance
and government stimulus bolstering consumer financial strength and
helping business prospects.

Downside scenario. S&P could revise the outlook to stable if it
believes the bank's RAC ratio will decline on a consistent basis
below 15%, particularly if driven by high share repurchases or
reduced profitability; deposit outflows were to materially hurt
funding metrics; or the bank experiences integration problems from
acquiring Banco Santander Puerto Rico (BSPR) that weaken
performance versus peers.

Upside scenario. S&P could raise the ratings within the next year
if it believes the bank will maintain stronger capital ratios than
in our base case. If the bank doesn't maintain higher capital
ratios, S&P could also consider raising the rating if a successful
integration of the BSPR acquisition were to lead to a sustained
improvement in market position and outperformance compared with
similarly rated peers.

First Citizens BancShares Inc.

The ratings are based on First Citizens BancShares Inc.'s good
revenue diversity and satisfactory competitive position in its core
markets. S&P also views favorably the company's consistent
profitability and solid contribution from noninterest revenue. The
company has experienced good historical loan performance, but its
announced merger with CIT Group Inc. will likely weigh on certain
asset quality metrics.

Outlook

The negative outlook on First Citizens primarily reflects the risks
associated with the announced merger with CIT Group, as well as the
possibility that loan performance could become weaker than
similarly rated peers'. More specifically, sizable operational and
integration challenges could emerge given the size and complexity
of the merger, which is transformational relative to previous
acquisitions completed by First Citizens.

Downside scenario. S&P said, "We could lower the rating over the
next two years if First Citizens' loan performance deteriorates
more than similarly rated U.S. regional bank peers' or if the
company's overall financial performance, including its funding,
which trails similarly rated peers' in our view. We could also
lower the rating if the company experiences unforeseen delays or
challenges in integrating CIT Group, specifically in risk
management, credit, or regulatory requirements."

Upside scenario. S&P said, "Conversely, we could revise the outlook
to stable over the next two years if the company makes substantial
progress in integrating the announced merger with CIT Group without
any material delays, if it weathers the economic downturn without a
meaningful negative impact on its financial performance, or if the
company maintains capital ratios within the 10%-15% range we
typically deem strong. Additionally, if the merger with CIT Group
fails to close, which we do not expect, we could revise the outlook
to stable."

First Commonwealth Financial Corp.

The ratings on First Commonwealth Financial reflect the company's
history of good credit quality and solid capital ratios against the
limited geographic diversity and lower contribution of noninterest
income, and adequate funding and liquidity, although certain
funding ratios are somewhat weaker than the median of U.S. rated
banks.

Outlook

The stable outlook indicates S&P's expectation that over the next
two years, as the economy grows, First Commonwealth Financial will
maintain its good credit quality, stable earnings, and a RAC ratio
above the midpoint range it considers adequate (7%–10%) despite
its resumption of share buybacks.

Downside scenario. S&P could lower the rating if the bank
experiences, in its view, significant deterioration in loan credit
quality, adopts a much more acquisitive business strategy, or
significantly expands into a new geography or loan type.

Upside scenario. S&P could raise the rating if the company makes
further improvements to its business position--for example, a
higher contribution from noninterest revenue--reduces its auto and
construction loan exposure, or sustainably increases and maintains
its RAC ratio above 10%.

F.N.B. Corp.

The ratings reflect the bank's conservative lending practices, good
market share within its operating footprint, and solid funding.
S&P's ratings balance these strengths against the bank's
concentrated geographic footprint and capital ratios that compare
less favorably to similarly rated peers.

Outlook

S&P said, "The stable outlook on F.N.B. Corp. reflects our
expectation the company will maintain solid loan financial
performance supported by its conservative lending practices,
diversified loan portfolio, and solid contribution from noninterest
income in the next two years. We expect FNB's capital ratios to
remain satisfactory. We also expect FNB to maintain good funding
metrics and adequate on-balance-sheet liquidity.'

Downside scenario. S&P said, "We could lower the ratings if asset
quality were to deteriorate substantially or if the company were to
adopt, in our view, less conservative business or financial
policies. We could also lower the rating if we project that the RAC
ratio were to fall below 7% sustainably or if the company makes a
large acquisition outside of its current locations."

Upside scenario. Conversely, S&P could raise the ratings if FNB
substantially increases its capital ratios while maintaining a
focus on organic growth and good asset quality.

Hancock Whitney Corp.

S&P's ratings reflect the company's good mix of businesses, its
improving asset quality measures, its stable and adequate capital
ratios, and its robust core funding and liquid balance sheet. Its
limited geographic diversification somewhat offsets these positive
rating factors.

Outlook

S&P said, "The stable outlook on Hancock Whitney Corp. (HWC) is
based on our view that although asset quality metrics could still
weaken as we continue to emerge from the COVID-19-related downturn,
such deterioration would likely remain manageable and in line with
our expectations for similarly rated peers. In addition, we expect
that HWC will maintain adequate capital, supported by good
earnings, and healthy funding and liquidity for at least the next
two years."

Downside scenario. S&P could lower its ratings on HWC if
nonperforming assets or net charge-offs meaningfully increase or if
earnings decline, putting pressure on capital.

Upside scenario. Alternately, if, over time, HWC diversifies its
revenue mix while maintaining stable credit quality, good earnings,
and adequate capital, S&P could raise its ratings. In addition, if
its RAC ratio increases above 10% for what S&P expects to be a
sustainable basis, we could raise the ratings.

Investors Bancorp Inc.

S&P said, "Our ratings incorporate the company's pending
acquisition by Citizens Financial Group, which we expect to close
in the first half of 2022. Our ratings on Investors Bancorp Inc. on
a stand-alone basis reflect its record of good loan performance,
recent initiatives to diversify its loan portfolio, and strong
capital ratios. However, in our opinion, geographic and loan
concentrations (notably in real estate) and below-average funding
offset these strengths. We also think the company's high reliance
on net interest income and below-average core funding ratios
constrain its earnings potential."

CreditWatch
S&P said, "The CreditWatch positive placement reflects our
expectation that we will likely raise our ratings on Investors to
be equal with those on Citizens once the acquisition closes.
Specifically, we could raise the issuer credit ratings by two
notches at closing given our view that the company's business line,
loan diversification, and core funding metrics will meaningfully
improve because of the acquisition. Although capital ratios are
likely to decline from Investors' current strong levels, we expect
them to remain adequate and in line with the risk of Citizens' more
diversified loan portfolio.

"Conversely, if the merger fails to close, which we do not expect,
we would remove the ratings from CreditWatch with positive
implications and likely revise the outlook to stable."

OFG Bancorp

The ratings reflect OFG's significant concentrations in Puerto
Rico, which is only beginning to emerge from an extended recession;
high levels of nonperforming and restructured loans; and history of
higher-than-peer credit losses offset by strong capital and
consistent profitability in recent years.

Outlook

S&P said, "The stable outlook on OFG reflects our view that the
bank will maintain strong capital levels and solid funding and
liquidity over the next 12 months. We expect the company's
profitability in 2021 to remain above 2020 levels given lower
provision expenses and following cost-control initiatives that were
implemented last year. While credit losses may normalize after
limited losses thus far in 2021 as the high level of nonperforming
assets are resolved, we believe losses will remain manageable due
to the increased allowance for credit losses and OFG's strong
capital levels."

Downside scenario. S&P could lower the rating on OFG if economic
conditions deteriorate, leading to significantly higher provision
expenses that hurt profitability and therefore reduce capital
levels, or if the bank increases its level of wholesale funding and
brokered deposits.

Upside scenario. S&P could raise the rating or revise the outlook
to positive if the bank diversifies its revenue or improves its
asset quality metrics to be more in line with those of higher-rated
regional bank peers.

Popular Inc.

The ratings reflect the company's very solid market position in
Puerto Rico. Like most rated U.S. banks, Popular's loan performance
has held up well over the past year despite the global economic
slowdown associated with the COVID-19 pandemic, aided by massive
fiscal stimulus and accommodative monetary policy. However, Popular
is geographically concentrated in Puerto Rico, which has been hurt
by infrastructure issues and outmigration. S&P also views
positively substantially improved funding and liquidity metrics in
recent years.

Outlook
S&P said, "The positive outlook on Popular incorporates our view
that we could raise the ratings within the next 12 months if we
expect the bank's RAC ratio, based on our calculation, to remain
sustainably within 10%-15%. We expect the company's net interest
margin to rise modestly over the next few years, given higher
market interest rates, and we think loan performance could improve
gradually due to a rebound in economic activity. A higher rating
would also depend on continued momentum in the Puerto Rican
economy, as well as on the inflow of funds from private insurance
and government stimulus bolstering consumer health and aiding
business prospects."

Downside scenario. S&P said, "We could revise the outlook to stable
in the next year if capital ratios decline substantially,
potentially because of increased capital returns to common
shareholders or additional purchases of loan portfolios, thereby
reducing the potential for a higher capital and earnings
assessment. We could also revise the outlook to stable if loan
performance deteriorates meaningfully, which we do not currently
expect."

Upside scenario. S&P said, "Conversely, we could raise the ratings
within the next year if we believe the bank will maintain stronger
capital ratios than we currently incorporate in our baseline. We
could also raise the ratings if loan performance improves more than
we expect, resulting in lower loan losses and higher profitability
than anticipated."

River City Bank

S&P's rating reflects River City Bank's high degree of geographic,
product, and revenue concentration; strong capital position and
good earnings; high exposure to commercial real estate loans; and
reliance on large individual depositor relationships.

Outlook

S&P said, "The stable outlook on River City Bank reflects our view
that the company will maintain its conservative financial and
lending policies. More specifically, we expect the bank to continue
to generate good earnings while maintaining a RAC ratio above 10%,
strong asset quality measures, and low loan losses for at least the
next two years. The outlook also incorporates our expectation that
the bank will remain liability sensitive and continue to have
deposit concentrations."

Downside scenario. S&P said, "We could lower the ratings if the
bank's credit quality deteriorates meaningfully following the
expiration of government stimulus programs, or if its RAC ratio
falls below 10% for what we expect to be an ongoing basis. More
specifically, we would likely view increased stress among its
borrowers negatively in our risk assessment."

Upside scenario. S&P said, "Alternately, we could raise the ratings
if the company makes further improvements to its business position
(for example, a higher contribution from noninterest revenue),
reduces its high concentration in CRE loans, and diversifies its
depositor concentrations. However, we believe this scenario is less
likely over the next two years."

S&T Bank

S&P's ratings on S&T Bank are based on the company's limited
geographic and revenue diversity; its satisfactory, high quality
capital position; its concentration in commercial loans and
improving asset quality measures; its improved, though still below
peer, funding and liquidity measures; and its history of good asset
quality, with loan losses consistently below those of peers.

Outlook

S&P said, "The stable outlook reflects our view that asset quality
risk has receded as the U.S. economy improves. Although we think
isolated problems, especially in S&T's large CRE loan portfolio,
could lead to some lumpiness in nonperforming loan measures, we
expect asset quality metrics to gradually improve overall and that
any potential issues will likely remain manageable and in line with
our expectations for similarly rated peers. The outlook also
incorporates our expectation that S&T's capital ratios will remain
adequate, supported by satisfactory earnings, and that funding and
liquidity will remain in line with peers' for at least the next two
years."

Downside scenario. S&P could lower the rating if criticized loans,
nonperforming assets, or net charge-offs increase; earnings are an
insufficient buffer to absorb loan losses; or funding and liquidity
measures weaken substantially.

Upside scenario. S&P said, "Conversely, we could raise our ratings
if, over time, S&T's geographic and revenue diversity improves
materially, its CRE concentration declines, or capital levels rise
so that its RAC ratio increases to and remains above 10%. But we
view this as less likely over the next two years."

Synovus Financial Corp.

The ratings on Synovus Financial Corp. reflect its limited revenue
diversity, somewhat larger exposures to higher risk lending, and
slightly weaker funding and liquidity relative to rated U.S. banks,
offset by improved operating performance and credit quality, and
solid regulatory capital ratios.

Outlook

S&P said, "The stable outlook on Synovus indicates our expectation
that over the next two years, the company will be able to maintain
its good asset quality, solid earnings capacity, and capital
ratios, despite some exposure to higher risk lending. We continue
to view Synovus' limited revenue diversity as a constraint to the
rating but do not expect any material deterioration."

Downside scenario. S&P could revise the outlook to negative if
there is a significant stall in the economic recovery, which could
result in lower profits, more asset deterioration, and a decline in
capital ratios.

Upside scenario. Conversely, S&P could consider raising the rating
if Synovus materially reduced exposure to higher risk CRE, if the
company grew its noninterest revenue stream meaningfully, or if it
calculated Synovus' RAC ratio would rise above 10% for a sustained
period.

Texas Capital Bancshares Inc.

S&P said, "The ratings reflect our expectation that Texas Capital
Bancshares Inc. (TCBI) should benefit from stabilizing
macroeconomic fundamentals in the U.S. banking industry, as well as
successfully navigate obstacles from low interest rates. We expect
the company will avoid outsize credit losses while remaining
solidly profitable and maintaining conservative business and
financial policies."

Downside scenario. S&P could revise the outlook to stable over the
next two years if TCBI's funding ratios do not show sustained
improvement, credit quality or economic conditions deteriorate
substantially, or higher-risk exposures such as energy or
construction loans increase meaningfully as a proportion of total
loans.

Upside scenario. Conversely, S&P could raise the ratings over the
next two years if the company is able to sustain recent funding
improvements, if it maintains good asset quality and earnings, and
if economic conditions remain stable.

Trustmark Corp.

S&P's rating reflects Trustmark Corp.'s stable performance,
supported by a good mix of revenues; adequate capital position and
good earnings; good asset quality measures; and its adequate core
funding and liquid balance sheet. The company's limited geographic
diversification and large exposure to construction loans somewhat
offset these positive ratings factors.

Outlook

S&P said, "Our stable outlook reflects S&P Global Ratings'
expectation that at least over the next two years Trustmark Corp.
will generate good profitability and maintain adequate capital and
healthy funding and liquidity. Although asset quality measures
could weaken as the economy continues to emerge from the
COVID-19-related downturn, we expect loan losses will remain
manageable."

Downside scenario. S&P could lower the ratings if it expects asset
quality deterioration, with a substantial increase in nonperforming
assets or net charge-offs.

Upside scenario. Alternately, S&P could raise the ratings if the
company's RAC ratio increases above 10% on a sustainable basis
while financial performance, asset quality, and funding measures
remain in line with similarly rated peers.

UMB Financial Corp.

S&P said, "Our ratings are based on the company's substantial
contribution from its established fee-based businesses, strong
capital ratios, and somewhat conservative credit culture. We expect
UMB will continue to grow its niche processing businesses that
support and diversify its business and earnings. Noninterest income
to total revenue is high and benefits from sources such as UMB's
trust and securities processing businesses."

Outlook

S&P said, "Our stable ratings outlook on UMB reflects our
assumption that its asset quality will continue to hold up well,
aided by the economic recovery. Despite the low interest rate, we
expect the company to have satisfactory financial performance over
the next two years, including solid earnings that benefit from
relatively low loan losses and its diversified fee-based
businesses. We also expect the company will maintain strong capital
ratios and ample liquidity."

Downside scenario. S&P said, "We could lower our ratings if asset
quality deteriorates substantially, possibly from a stall in the
economic recovery or from UMB's exposures to vulnerable sectors
such as hotel CRE (about 3.5% of total loans). We could also lower
the ratings if we believe that UMB's loan growth indicates a higher
risk appetite than we currently assume. We would view a significant
decline in capital ratios negatively, given that our rating already
incorporates our strong assessment of UMB's capital and earnings."

Upside scenario. S&P is unlikely to raise its ratings on UMB within
the next two years because they are already high relative to most
midsize bank peers. As a midsize bank, UMB does not have the
competitive advantage or financial flexibility of higher-rated
banks, in our view.

Umpqua Holdings Corp.

S&P's ratings on Umpqua Holdings Corp. (UMPQ) reflect the bank's
long-standing track record of good credit performance, adequate
capitalization aided by conservative capital deployment, and
improving efficiencies and stable core deposit franchise.
Offsetting these strengths are the bank's regional footprint, which
is concentrated in Oregon and Washington, where over two-thirds of
the bank's deposits are located; its concentration in CRE lending;
and its less-diversified revenue stream with a high reliance on
spread income.

The rating affirmation reflects S&P's view that over the medium
term the merger with Columbia Banking System Inc. (COLB) will
provide UMPQ with a broader market scale and improved operating
efficiencies, but the combined entity will continue to have a
geographically concentrated regional banking franchise (with about
60% of deposits in Oregon and Washington) and a less-diversified
revenue stream with a lower-than-peer contribution to revenues from
fee income.

Outlook

S&P said, "The stable outlook is based on our expectation that
UMPQ's asset quality will not deteriorate significantly over the
next two years despite high CRE concentration and elevated
criticized loans in the COLB loan portfolio. This is because the
strong growth in C&I exposures will likely remain underpinned by
stable underwriting metrics and an overall conservative risk
appetite. We expect UMPQ's S&P Global Ratings RAC ratio to decline
but remain 8%-9%. We expect the combined entity will have a strong
low-cost core deposit franchise and will maintain adequate
on-balance-sheet liquidity."

Downside scenario. S&P could lower the ratings if integration risks
from the acquisition pose management, operational, or financial
issues, or if loan performance deteriorates significantly in the
aftermath of the pandemic.

Upside scenario. S&P said, "We could raise the ratings if the bank
successfully executes a smooth integration and maintains adequate
levels of capitalization and stable credit quality metrics while
achieving a level of franchise strength including profitability,
efficiency, and revenue diversity that we believe are commensurate
with those of higher-rated peers."

Valley National Bancorp

S&P's ratings reflect Valley National Bancorp's conservative credit
culture and its history of good asset quality, with loan losses
consistently below those of peers. The ratings also incorporate
Valley's established franchise in its competitive home market of
northern New Jersey and metropolitan New York City. Somewhat
offsetting these factors are its high concentration in CRE loans,
lack of meaningful revenue diversity, and funding and liquidity
measures that, while adequate, lag peers.

Outlook

S&P said, "The stable outlook reflects our view that Valley will
continue to generate solid core earnings while maintaining strong
asset-quality measures and adequate capital and funding for at
least the next two years. We expect the company will successfully
integrate BLUSA and will gradually improve its revenue mix by
adding its business lines. Although we could see some upticks in
nonperforming assets or net charge-offs in its CRE portfolio as
recent government support programs expire, we expect any increases
to be modest and in line with Valley's history of strong loan
performance."

Downside scenario. If, however, the company's asset quality
deteriorates meaningfully, its large exposure to CRE loans
increases as a percentage of total loans or total capital, or core
funding measures weaken, we could lower the ratings. S&P could also
lower the ratings if integration risks from the pending acquisition
pose unforeseen business, financial, or regulatory issues.

Upside scenario. S&P said, "We see the potential for an upgrade on
Valley as less likely over the next two years. However, if, over
time, Valley successfully diversifies its business and loan mix,
improves its core deposit funding measures, and increases its
capital ratios while maintaining above average credit quality, we
could raise the ratings."

Webster Financial Corp.

The ratings are based on the company's improved financial
performance and risk management over the past several years, its
satisfactory market position as a midsize bank, and the unique
advantage of its health savings account business that adds business
diversification and low-cost, stable deposits. S&P said, "The
ratings also reflect Webster's planned transformational acquisition
of Sterling Bancorp, which we view as neutral to Webster's
creditworthiness. Finally, Webster's asset quality did not worsen
significantly because of the economic slowdown associated with the
COVID-19 pandemic, which we view favorably."

Outlook

S&P said, "The stable outlook on Webster Financial Corp. reflects
our expectations that, following the close of its merger with
Sterling Bancorp, the combined company's asset quality will not
deteriorate substantially, given the current economic recovery, and
that integration risk for this merger will not be exceptionally
high over the next two years."

Downside scenario. S&P said, "We could lower the ratings if we
believe the inherent risks in Webster's portfolio are higher than
our current view, or if nonperforming assets or net charge-offs
rise sharply. We could also lower the ratings if integration risk
from the merger poses management or financial issues."

Upside scenario. S&P said, "We could raise the ratings over time if
the combined company develops a track record of good asset quality
and risk management, solid and diversified earnings, and
conservative capital management that is commensurate with
higher-rated peers. Nonetheless, we believe Webster will still face
challenges, including intense competition in its Northeast markets,
and management and operational complexities of integrating
Sterling."

  Ratings List

  ASSOCIATED BANC CORP.             

  RATINGS AFFIRMED

  ASSOCIATED BANC CORP.
   Issuer Credit Rating         BBB/Stable/NR

  ASSOCIATED BANK N.A.
   Issuer Credit Rating         BBB+/Stable/NR

  BOK FINANCIAL CORP.
            
  RATINGS AFFIRMED
  
  BOK FINANCIAL CORP.
   Issuer Credit Rating         BBB+/Stable/--

  BOKF N.A.

  Issuer Credit Rating          A-/Stable/A-2

  BANCORPSOUTH INC.              

  RATINGS AFFIRMED

  CADENCE BANK
  Issuer Credit Rating          BBB/Positive/A-2

  BANK LEUMI LE-ISRAEL B.M.            

  RATINGS REMAIN ON CREDITWATCH

  BANK LEUMI USA
   Issuer Credit Rating         A-/Watch Neg/--

  CULLEN/FROST BANKERS INC.            

  RATINGS AFFIRMED

  CULLEN/FROST BANKERS INC.
   Issuer Credit Rating         A-/Stable/--

  FROST BANK
   Issuer Credit Rating         A/Stable/A-1

  EAST WEST BANCORP INC.               

  RATINGS AFFIRMED

  EAST WEST BANCORP INC.
   Issuer Credit Rating         BBB/Stable/A-2

  EAST WEST BANK
   Issuer Credit Rating         BBB+/Stable/A-2

  F.N.B. CORP.   
            
  RATINGS AFFIRMED

  F.N.B. CORP.
   Issuer Credit Rating         BBB-/Stable/--

  FIRST NATIONAL BANK OF PENNSYLVANIA
  Issuer Credit Rating          BBB/Stable/A-2

  FIRST BANCORP               

  RATINGS AFFIRMED

  FIRSTBANK PUERTO RICO
   Issuer Credit Rating         BB/Positive/--

  FIRST CITIZENS BANCSHARES INC.           

  RATINGS AFFIRMED

  FIRST CITIZENS BANCSHARES INC.
   Issuer Credit Rating         
    Local Currency              BBB/Negative/--

  FIRST-CITIZENS BANK & TRUST CO.
   Issuer Credit Rating
    Local Currency              BBB+/Negative/NR

  FIRST COMMONWEALTH FINANCIAL CORP.          

  RATINGS AFFIRMED

  FIRST COMMONWEALTH FINANCIAL CORP.
   Issuer Credit Rating         BBB-/Stable/--

  FIRST COMMONWEALTH BANK
   Issuer Credit Rating         BBB/Stable/--

  HANCOCK WHITNEY CORP.   
          
  RATINGS AFFIRMED

  HANCOCK WHITNEY CORP.
   Issuer Credit Rating         BBB/Stable/--

  HANCOCK WHITNEY BANK
   Issuer Credit Rating         BBB+/Stable/NR

  INVESTORS BANCORP INC.             

  RATINGS REMAIN ON CREDITWATCH

  INVESTORS BANCORP INC.
   Issuer Credit Rating         BBB-/Watch Pos/--

  INVESTORS BANK
   Issuer Credit Rating         BBB/Watch Pos/--

  POPULAR INC.  
             
  RATINGS AFFIRMED

  POPULAR INC.
  POPULAR NORTH AMERICA INC.
   Issuer Credit Rating        BB-/Positive/NR

  BANCO POPULAR DE PUERTO RICO
   Issuer Credit Rating        BB+/Positive/NR

  POPULAR INTERNATIONAL BANK INC.
   Issuer Credit Rating        BB-/Positive/--

  RIVER CITY BANK              

  RATINGS AFFIRMED

  RIVER CITY BANK
   Issuer Credit Rating        BBB-/Stable/--

  S&T BANCORP INC.              

  RATINGS AFFIRMED

  S&T BANK
   Issuer Credit Rating        BBB/Stable/NR
   Certificate Of Deposit
    Local Currency             BBB

  SYNOVUS FINANCIAL CORP.            

  RATINGS AFFIRMED

  SYNOVUS FINANCIAL CORP.
   Issuer Credit Rating        BBB-/Stable/--

  SYNOVUS BANK

   Issuer Credit Rating        BBB/Stable/NR
   Certificate Of Deposit
    Local Currency             BBB

  TEXAS CAPITAL BANCSHARES INC.           

  RATINGS AFFIRMED

  TEXAS CAPITAL BANCSHARES INC.
   Issuer Credit Rating        BB+/Positive/--

  TEXAS CAPITAL BANK N.A.
   Issuer Credit Rating        BBB-/Positive/--

  TRUSTMARK CORP.
             
  RATINGS AFFIRMED

  TRUSTMARK CORP.
   Issuer Credit Rating        BBB/Stable/A-2

  TRUSTMARK NATIONAL BANK
   Issuer Credit Rating        BBB+/Stable/A-2

  UMB FINANCIAL CORP.
            
  RATINGS AFFIRMED

  UMB FINANCIAL CORP.
   Issuer Credit Rating        A-/Stable/A-2

  UMB BANK N.A.
   Issuer Credit Rating        A/Stable/A-1

  UMPQUA HOLDINGS CORP.             

  RATINGS AFFIRMED

  UMPQUA HOLDINGS CORP.
   Issuer Credit Rating        BBB-/Stable/A-3

  UMPQUA BANK
   Issuer Credit Rating        BBB/Stable/A-2

  VALLEY NATIONAL BANCORP            

  RATINGS AFFIRMED

  VALLEY NATIONAL BANCORP
   Issuer Credit Rating        BBB/Stable/--

  VALLEY NATIONAL BANK
   Issuer Credit Rating        BBB+/Stable/A-2

   Certificate Of Deposit
    Local Currency             BBB+

  WEBSTER FINANCIAL CORP.            

  RATINGS AFFIRMED

  WEBSTER FINANCIAL CORP.
   Issuer Credit Rating        BBB/Stable/--

  WEBSTER BANK N.A.
   Issuer Credit Rating        BBB+/Stable/A-2
   Certificate Of Deposit
    Local Currency             BBB+



FUSION CONNECT: S&P Cuts ICR to 'CC' on Below-Par Exchange Offer
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
competitive telecommunications services provider Fusion Connect
Inc. to 'CC' from 'CCC+'.

S&P is also lowering its issue-level rating on Fusion's senior
secured first-lien term debt subject to the below-par exchange to
'CC' from 'CCC+'.

The downgrade follows Fusion's announcement that it has launched
exchange offers to holders of its takeback debt for cash, new 1.5
lien secured debt, or new junior convertible preferred stock, below
par value. S&P views the proposed transaction as distressed because
first-lien debt holders would receive less than the face value of
the original obligation. Additionally, Fusion has failed to improve
its performance after emerging from bankruptcy in January 2020.
Fusion's operating trends have remained weak because of secular
industry pressures on its legacy voice and network access revenue,
as well as elevated churn, which has contributed to lower earnings
and rising leverage. Ongoing cash flow deficits are also draining
the company's liquidity position. Furthermore, S&P expects the
accumulation of accrued non-cash interest on its pay-in-kind
takeback debt will lead to higher debt balances that will make it
very difficult to improve already weak credit metrics over the
immediate term. That said, without the proposed recapitalization,
S&P believes the company would be challenged to sustain its
operations beyond the next six months.

Fusion's liquidity is thinning. As of June 30, 2021, Fusion had
about $23 million of balance sheet cash, compared with $41 million
of cash at the start of the year. During the first six months of
2021, Fusion reported a free operating cash flow deficit of about
$8 million. In addition, the company does not have access to a
revolving credit facility. S&P said, "Based on our expectation for
continued weak operating results, we expect Fusion's cash flow to
remain negative over the next couple of years assuming its current
capital structure and cash interest costs. As a result, we believe
there is a high likelihood the company will exhaust its internal
liquidity over the next six months unless the proposed
recapitalization is successful."

S&P said, "Notwithstanding the downgrade, we believe the exchange
and recapitalization, if successful, would benefit Fusion's credit
profile by reducing its reported debt and improving its liquidity
position. Immediately following completion of the exchange, we plan
to reassess the ratings based on the new capital structure and
near-term business prospects.

"The negative rating outlook reflects our expectation that we will
lower our issuer credit rating on Fusion to 'SD' and our
issue-level ratings on the affected secured term loans to 'D' once
the transaction closes. We will then review the ratings immediately
following completion of the transaction based on the new capital
structure.

"Assuming the exchange occurs as planned, we will re-evaluate the
ratings after further analyzing the pro forma capital structure.
The potential to raise the issuer credit rating to 'CCC+' will
largely depend on the success of the recapitalization in improving
cash flow and liquidity such that we believe Fusion has sufficient
funds to sustain its operations over at least the next 12 months."



GBG USA: Halperin Battaglia Represents Brookwood, Allura
--------------------------------------------------------
In the Chapter 11 cases of GBG USA Inc., et al., the law firm of
Halperin Battaglia Benzija, LLP submitted a verified statement
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to
disclose that it is representing Brookwood Properties Subsidiary,
LLC, and Allura Imports, Inc. and its affiliate, ENSJ Holdings,
LLC.

HBB does not hold any claim against or interest in any of the
Debtors.

HBB reserves the right to supplement or amend this statement, as
necessary, at any time in the future.

The Firm can be reached at:

          HALPERIN BATTAGLIA BENZIJA, LLP
          Donna H. Lieberman, Esq.
          40 Wall Street, 37th Floor
          New York, NY 10005
          Telephone: (212) 765-9100
          E-mail: dlieberman@halperinlaw.net

A copy of the Rule 2019 filing is available at
https://bit.ly/31ZH3aZ at no extra charge.

                    About Sean John

Sean John is the apparel brand founded by musical artist, record
producer and entrepreneur Sean Combs.

On Dec. 1, 2021, GBG Sean John LLC filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code.  The
Debtor's case is jointly administered under GBG USA's Case No.
21-11369.

In its petition, GBG Sean John listed estimated assets of between
$500 million to $1 billion and estimated liabilities of between $1
billion to $10 billion.



JSM CONSULTING: Seeks to Hire Rabinowitz as Bankruptcy Counsel
--------------------------------------------------------------
JSM Consulting Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Rabinowitz Lubetkin
& Tully, LLC to serve as legal counsel in its Chapter 11 case.

The firm's services include:

   a. advising the Debtor of its rights, powers and duties while
operating and managing its business and properties under Subchapter
V of Chapter 11 of the Bankruptcy Code;

   b. advising the Debtor in connection with the prosecution of a
plan of reorganization;

   c. preparing legal documents and reviewing all financial reports
to be filed in the Debtor's bankruptcy case;

   d. advising the Debtor concerning, and preparing responses to,
pleadings, notices and other papers that may be filed by other
parties in its bankruptcy case;

   e. advising the Debtor concerning executory contract and
unexpired lease assumption, assignment and rejection;

   f. assisting the Debtor in reviewing, estimating and resolving
claims asserted against its estate;

   g. assisting the Debtor in complying with applicable laws and
governmental regulations;

   h. assisting with noticing, administrative tasks and claims
administration; and

   i. providing non-bankruptcy services to the extent requested by
the Debtor.

The firm will be paid at hourly rates ranging from $425 to $575 and
will be reimbursed for out-of-pocket expenses incurred.

The Debtor paid the firm a $25,000 retainer prior to the petition
date.

Jonathan Rabinowitz, Esq., a partner at Rabinowitz, 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:

     Jonathan I. Rabinowitz, Esq.
     Rabinowitz Lubetkin & Tully, LLC
     30 East 9th Street, Apt. 5-L
     New York, NY 10003
     Tel: (973) 597-9100
     Fax: 973-597-9119
     Email: jrabinowitz@rltlawfirm.com

                     About JSM Consulting Inc.

JSM Consulting Inc. is a Cranbury, N.J.-based management consulting
company that specializes in staff augmentation.  It specializes in
providing clients with experienced information technology
professionals and other professionals.

JSM Consulting filed a petition for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 21-11791) on Oct. 18, 2021, listing as much as
$10 million in both assets and liabilities.  Mukesh Somani, the
chief executive officer, signed the petition.

Judge Shelley C. Chapman oversees the case.

Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC
and Sean Raquet, CPA, LLC serve as the Debtor's legal counsel and
accountant, respectively.


MESOBLAST LTD: Novartis Decides to Terminate Agreement
------------------------------------------------------
Mesoblast Limited was notified by Novartis that it has chosen to
terminate the agreement with Mesoblast prior to closing.  Mesoblast
remains highly focused on executing on its short term objective to
bring remestemcel-L to market for patients with acute respiratory
distress syndrome (ARDS) due to COVID-19.

The observed mortality reduction with remestemcel-L in patients
aged under 65 in the completed COVID ARDS trial, despite having
missed the primary endpoint, is considered by Mesoblast to be a
sufficiently strong signal to support pursuing an emergency use
authorization (EUA), the most direct path to market.  Mesoblast is
preparing to initiate a pivotal Phase 3 trial that may support a
COVID ARDS EUA.

The Company said COVID-19 is likely to remain a serious global
problem and to provide a major commercial opportunity for
Mesoblast, with a steady state of intensive care unit (ICU) ARDS
patients irrespective of vaccines and anti-viral treatments.
Variants including Omicron present a growing threat due to
increased infectivity and immune evasion from vaccines and
monoclonal antibodies, increasing the urgent need for therapeutics
to prevent the likely high mortality of those progressing to ICU
and ARDS.

                           About Mesoblast

Headquartered in Melbourne, Australia, Mesoblast --
www.mesoblast.com -- is a developer of allogeneic (off-the-shelf)
cellular medicines for the treatment of severe and life-threatening
inflammatory conditions.  The Company has leveraged its proprietary
mesenchymal lineage cell therapy technology platform to establish a
broad portfolio of late-stage product candidates which respond to
severe inflammation by releasing anti-inflammatory factors that
counter and modulate multiple effector arms of the immune system,
resulting in significant reduction of the damaging inflammatory
process.  Mesoblast has locations in Australia, the United States
and Singapore and is listed on the Australian Securities Exchange
(MSB) and on the Nasdaq (MESO).

Mesoblast reported a net loss of US$98.81 million for the year
ended June 30, 2021, compared to a net loss of US$77.94 million
for
the year ended June 30, 2020.  As of Sept. 30, 2021, the Company
had US$721.82 million in total assets, US$162.07 million in total
liabilities, and US$559.75 million in total equity.



MOBIQUITY TECHNOLOGIES: Closes $10.3 Million Public Offering
------------------------------------------------------------
Mobiquity Technologies, Inc. has closed its previously announced
underwritten public offering of units for gross proceeds of
approximately $10.3 million, prior to deducting underwriting
discounts and commissions and offering expenses payable by the
company and excluding any exercise of the underwriters' option to
purchase any additional securities as described herein.

The public offering was comprised of 2,481,928 units, priced at a
public offering price of $4.15 per unit, consisting of an aggregate
of 2,481,928 shares of common stock and warrants to purchase
2,481,928 shares of common stock.  The warrants have an exercise
price of $4.98 per share and are exercisable for five years.
In addition, the Company has granted the underwriters a 45-day
option to purchase up to an additional 372,289 shares and 372,289
warrants at the public offering price less the underwriting
discounts and commissions.

The Company has been approved to list its common stock and warrants
comprising of the units on the Nasdaq Capital Market under the
symbols "MOBQ" and "MOBQW," respectively.

The Company intends to use the net proceeds primarily for the
purchase of digital media ad space inventory, expansion of our
technology, repayment of short-term debt and for other general
working capital and other corporate purposes.

Ruskin Moscou Faltischek P.C. acted as legal counsel to the
Company.

Spartan Capital Securities, LLC and Revere Securities LLC acted as
joint book-running managers for this offering.  Anthony L.G., PLLC
acted as legal counsel to the underwriters.

The public offering was made only by means of a prospectus.  Copies
of the prospectus may be obtained, from: Spartan Capital
Securities, LLC, 45 Broadway, New York, NY 10006, at (212)
293-0123.

A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission on Dec. 8,
2021.

                        About Mobiquity

Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. owns
100% of Advangelists, LLC and 100% of Mobiquity Networks, Inc. as
wholly owned subsidiaries.  Advangelists is a developer of
advertising and marketing technology focused on the creation,
automation, and maintenance of an advertising technology operating
system (or ATOS).  Advangelists' ATOS platform blends artificial
intelligence (or AI) and machine learning (ML) based optimization
technology for automatic ad serving that manages and runs digital
advertising inventory and campaigns.  Mobiquity Networks has
evolved and grown from a mobile advertising technology company
focused on driving Foot-traffic throughout its indoor network, into
a next generation location data intelligence company.

Mobiquity reported a net comprehensive loss of $15.03 million for
the year ended Dec. 31, 2020, compared to a net comprehensive loss
of $44.03 million for the year ended Dec. 31, 2019. As of June 30,
2021, the Company had $7.19 million in total assets, $6.59 million
in total liabilities, and $594,559 in total stockholders' equity.

Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit.  In addition, the Company continues to experience negative
cash flows from operations.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


NUTRIBAND INC: Incurs $1.6 Million Net Loss in Third Quarter
------------------------------------------------------------
Nutriband Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $1.57
million on $283,037 of revenue for the three months ended Oct. 31,
2021, compared to a net loss of $42,569 on $391,797 of revenue for
the three months ended Oct. 31, 2020.

For the nine months ended Oct. 31, 2021, the Company reported a net
loss of $2.41 million on $930,264 of revenue compared to a net loss
of $680,632 on $595,611 of revenue for the same period during the
prior year.

As of Oct. 31, 2021, the Company had $15.43 million in total
assets, $1.11 million in total liabilities, and $14.32 million in
total stockholders' equity.

As of Oct. 31, 2021, the Company had $5,485,344 in cash and cash
equivalents and working capital of $4,939,237, as compared with
cash and cash equivalents of $151,993 and working capital
deficiency of $2,254,418 as of Jan. 31, 2021.  The Company received
proceeds of approximately $8.5 million from the completion of its
public offering, exercise of warrants and the sale of common stock
during the nine months ended Oct. 31, 2021.

For the nine months ended Oct. 31, 2021, the Company used cash of
$1,576,789 in its operations.  The principal adjustments to its net
loss of $2,407,701 were amortization of debt discount of $97,477,
depreciation and amortization of $235,380, and stock-based
compensation of $754,400, offset by a gain on extinguishment of
debt of $43,214.

For the nine months ended Oct. 31, 2021, the Company used cash in
investing activities of $51,388 primarily for the purchase of
equipment.  During the year ended Oct. 31, 2020, cash received from
acquisition amounted to $66,964.

For the nine months ended Oct. 31, 2021, the Company had cash flows
of $6,961,528 from financing activities, primarily $8.5 million
from the completion of its public offering, exercise of warrants,
and gross proceeds from the sale of common stock offset by a
payment on long-term debt of $1.5 million.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1676047/000121390021065228/f10q1021_nutribandinc.htm

                          About Nutriband

Nutriband Inc.'s primary business is the development of a portfolio
of transdermal pharmaceutical products.  The Company's lead product
is its abuse deterrent fentanyl transdermal system which the
Company is developing to provide clinicians and patients with an
extended-release transdermal fentanyl product for use in managing
chronic pain requiring around the clock opioid therapy combined
with properties designed to help combat the opioid crisis by
deterring the abuse and misuse of fentanyl patches.  The Company's
corporate headquarters are located at 121 S. Orange Ave. Suite
1500, Orlando, Florida 32765, telephone (407) 377-6695. Its website
is www.nutriband.com.

Nutriband reported a net loss of $2.93 million for the year ended
Jan. 31, 2021, compared to a net loss of $2.72 million for the year
ended Jan. 31, 2020.  As of July 31, 2021, the Company had $10.16
million in total assets, $2.85 million in total liabilities, and
$7.32 million in total stockholders' equity.


OCCIDENTAL PETROLEUM: Fitch Raises LT IDR to 'BB+', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Rating
(IDR) of Occidental Petroleum Corp. (OXY) to 'BB+' from 'BB' and
upgraded OXY's senior unsecured notes and revolver to 'BB+'/'RR4'
from 'BB'/'RR4'. The Rating Outlook is revised to Stable from
Positive.

The main driver for the upgrade is the progress made YTD reducing
debt, including the recently completed debt tender. Pro forma for
the tender, OXY reduced its balance sheet debt by $6.4 billion in
2021, and Fitch believes additional debt reductions are likely in
the near term.

OXY's ratings reflect its large size, liquids-weighted profile, and
robust asset base including an anchor position in the Permian with
over 2.9 million net acres. The ratings also reflect incremental
debt reduction to date, a manageable maturity wall and
above-average diversification vs. independent upstream peers,
including the chemicals and midstream businesses. Rating concerns
include elevated LTM debt leverage metrics and high interest costs
associated with the Anadarko acquisition, including $800 million in
run-rate preferred dividends.

KEY RATING DRIVERS

Tender Progresses Debt Repayment: OXY accelerated deleveraging in
Q4 through a multi-tranche any-and-all debt tender for up to $2.0
billion across 14 debt tranches. The tender followed cumulative
debt reductions of around $4.5 billion up to Q321. While the $1.54
billion tendered was somewhat below the $2.0 billion tender offer
limit, Fitch believes the company has strong line of sight on
additional, economical debt reductions in the near term.

Strong FCF Generation: As calculated by Fitch, after FCF generation
of just $120 million in Q1, OXY's FCF jumped sharply higher to $2.4
billion in Q2 and $2.3 billion in Q3. Higher cash flow from
operations was driven by stronger oil prices, robust performance in
non-oil segments, and a partial reversal of a cargo related working
capital draw. The company raised its OxyChem guidance 80% due to
tighter market conditions for PVC and caustic soda. Midstream
guidance is also higher due to better sulfur prices at the Al Hosn
project, despite compressed Midland-Gulf coast crude spreads.
Strong FCF generation should remain in place in the near term given
low maintenance capex of levels of $2.9 billion and a slashed
common dividend.

Modest Asset Sales: OXY announced asset sales of approximately $2.0
billion since 4Q20, including non-operated Denver-Julesburg basin
properties ($285 million), Western Midstream Partners units ($200
million), non-core Permian acreage ($508 million), and Ghana ($750
million pre-adjustment), which meets the lower end of the company's
most recent $2 billion-$3 billion asset sale target. For modelling
purposes Fitch assumed no incremental asset sales beyond those
achieved to date.

Metrics Elevated but Improving: OXY's LTM debt/EBITDA leverage
metrics continued to improve as pandemic quarters roll off and
incremental debt repayment takes hold. As calculated by Fitch, at
Sept. 30, 2021, leverage improved to 3.3x, vs. 6.3x in Q121. Total
interest burden has moderated in line with recent debt repayments
but remains elevated versus peers given still-high overall debt
levels and interest/preferred expense. As calculated by Fitch,
OXY's LTM FFO interest coverage at 3Q21 was 4.8x.

Maturity Wall Manageable: Following refinancings and 2021 debt
repayments, OXY's near-term wall is moderate. As calculated by
Fitch on a pro forma basis for the most recent debt tender,
maturities due over the next few years (excluding puttable 2036
bonds) include $453 million in 2022, $465 million in 2023, and
$1.73 billion in 2024. The combination of cash balances, full
availability on the company's unsecured revolver, and strong
projected FCF should comfortably address the near-term maturity
schedule.

Integrated Producer: OXY enjoys modest but meaningful
diversification through its chemicals segment, which has a
top-three position in most basic chemicals in North America, and
its midstream segment. Chemicals have historically contributed
strong FCF given limited reinvestment and are enjoying significant
tailwinds in 2021 due to lingering pandemic supply issues in PVC
and caustic soda product chains. While Fitch expects the midstream
segment to lose money given weak Permian-Houston differentials,
this has been partly offset by higher sulfur prices at the Al Hosn
project.

Carbon Reduction Initiatives: OXY's commitment to scope 3 emissions
stands out versus U.S. E&P peers. OXY is further commercializing
its Enhanced Oil Recovery (EOR) business to offer permanent carbon
capture/storage in its geologic formations. The company is
constructing the world's largest direct air capture plant of up to
1 million metric tons of CO2 annually, with construction beginning
in 2022. Management views low carbon ventures as a growth engine
that could eventually rival chemicals in earnings; however, a
number of regulatory uncertainties still surround the business
given its early stage development, including section 45Q tax
credits.

Equity Credit: For purposes of calculating leverage, Fitch
currently assigns 50% equity credit for the $10 billion in
Berkshire Hathaway 8% cumulative perpetual preferred stock based on
the structural features of the notes as analyzed under Fitch's
"Corporate Hybrids Treatment and Notching Criteria."

DERIVATION SUMMARY

OXY's credit profile is mixed. The rating is dominated by
relatively high debt levels and interest costs associated with the
Anadarko acquisition, which was completed just prior to a major
downturn in oil prices. However, OXY's immediate refinancing risk
is modest, given recent debt repayments targeting 2022-2026
maturities and earlier bond market issuances to extend the wall.

Outside of the high debt and interest burden, OXY has several
long-term characteristics of a high-grade credit. In terms of size
and scale, at 1,160kboepd in production from continuing operations
in 3Q21, it is among the largest independents, smaller than
ConocoPhillips but significantly larger than E&Ps such as Ovintiv
Corporation (534.6kboepd), Devon Energy (608.2kboepd), Apache
Corporation (389kboepd), and Hess (283.8kboepd). OXY's liquids
weighting is above average.

Upstream diversification is also above-average, with E&P operations
split between the U.S. (Permian, DJ/Rockies, Gulf of Mexico
offshore, Powder River Basin) and international in MENA (Algeria,
Oman, the UAE, and Qatar). OXY is the number one producer in the DJ
Basin, the number four producer in the Gulf of Mexico, and a large
Permian producer, with one of the biggest net acreage positions
(2.9 million acres, split roughly between Permian unconventional
shale, and EOR). OXY has additional earnings diversification
through its chemical and midstream segments, which also sets it
apart from peers. No Country Ceiling, operating environment or
parent-subsidiary-linkages constrain the rating.

KEY ASSUMPTIONS

-- Base Case West Texas Intermediate (WTI) oil prices of
    $67/barrel for 2022, $57/barrel for 2023 and $50/barrel for
    2024 and beyond;

-- Henry Hub natural gas prices of $3.25/mcf for 2022, $2.75/mcf
    for 2023, and $2.50/mcf for 2024 and beyond;

-- No incremental asset sales assumed beyond those announced YTD;

-- Majority of FCF dedicated to debt repayment over the life of
    the forecast but matched with rising shareholder distributions
    beginning in 2022;

-- Capex of $2.9 billion in 2021, rising to $3.8 billion by 2024;

-- Production volumes of 1.16 million boepd in 2021 rising to
    1.24 million boepd by 2024.

RATING SENSITIVITIES

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

-- Mid-cycle debt/EBITDA leverage approaching 2.7x;

-- Mid-cycle FFO leverage approaching 3.1x;

-- Incremental debt reduction, with company reported debt
    approaching $20 billion;

-- Mid-cycle FFO interest coverage approaching 5.5x.

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

-- Impairments to liquidity;

-- Mid-cycle debt/EBITDA leverage approaching 3.2x;

-- Mid-cycle FFO leverage approaching 3.6x.

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

Cash on hand as of Sept. 30, 2021 (prior to tendering activity) was
$2.06 billion, excluding restricted case of $220 million, and there
was no draw on the company's committed $5.0 billion senior
unsecured revolver, for core liquidity of just under $7.1 billion.
In December OXY extended its unsecured credit facility by 2.5 years
to June 30, 2025 but changed several terms, including lowering the
total commitment from $5.0 billion to $4.0 billion, replacing Libor
with Term SOFR, and adding an environmental Key Performance
Indicator related to the company's scope 1 and 2 GHG emissions. The
only associated financial covenant remains the max
debt/capitalization ratio of 65%.

Separately, OXY had full availability on a $400 million accounts
receivables securitization facility, which is subject to monthly
redetermination and matures November 2022. OXY's maturity wall is
manageable given the impact of recent debt repayments focusing on
2022-2026 maturities, as well as good liquidity and strong
projected FCF.

ISSUER PROFILE

OXY is a large, diversified E&P with core upstream operations in
the U.S. (Permian, DJ, Gulf of Mexico, Powder River Basin), and the
MENA region (Algeria, Oman, the UAE, and Qatar). Non-E&P segments
include chemicals (OxyChem) and Midstream and Marketing.

ESG CONSIDERATIONS

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


PARADIGM PROPERTY: Seeks Approval to Tap Bookkeeper and Accountant
------------------------------------------------------------------
Paradigm Property Enhancements, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to employ Erica
Stark, EA, and John Schoeb, CPA, professionals at Best Tax &
Accounting, LLC, as its bookkeeper and accountant, respectively.

The Debtor needs the assistance of a bookkeeper and an accountant
to keep its accounting records and prepare and file its tax
returns.

The hourly rates of the professionals are as follows:

    Erica Stark   $55
    John Schoeb   $60

In addition, the professionals will seek reimbursement for expenses
incurred.

Ms. Stark and Mr. Schoeb disclosed in a court filing that they are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The professionals can be reached at:

     Erica Stark, EA
     John Schoeb, CPA
     Best Tax & Accounting, LLC
     7003 Pearl Road, Suite 178
     Middleburg Heights, OH 44130
     Telephone: (330) 220-6372

               About Paradigm Property Enhancements

Paradigm Property Enhancements, Inc., an Ohio Subchapter S
corporation wholly owned by David Elchlinger, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ohio Case No. 21-11070) on Mar. 27, 2021, listing under $1
million in both assets and liabilities. Judge Jessica Price Smith
oversees the case. The Debtor tapped Richard H. Nemeth, Esq. at
Nemeth & Associates, LLC as legal counsel and Erica Stark, EA, and
John Schoeb, CPA, at Best Tax & Accounting, LLC as bookkeeper and
accountant, respectively.


PETROTEQ ENERGY: Incurs $9.5 Million Net Loss in FY Ended Aug. 31
-----------------------------------------------------------------
Petroteq Energy Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $9.47 million on $2 million of revenue from
licensing fees for the year ended Aug. 31, 2021, compared to a net
loss and comprehensive loss of $12.38 million on zero revenue for
the year ended Aug. 31, 2020.

As of Aug. 31, 2021, the Company had $81.03 million in total
assets, $14.88 million in total liabilities, and $66.15 million in
total shareholders' equity.

Vancouver, British Columbia, Canada-based Hay & Watson, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated Dec. 14, 2021, 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.

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001561180/000121390021065280/f10k2021_petroteqenergy.htm

                     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.


ROSEVILLE PROPERTIES: Seeks to Tap Bush Ross as Bankruptcy Counsel
------------------------------------------------------------------
Roseville Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the law firm of
Bush Ross, PA as its bankruptcy counsel.

Bush Ross will render these legal services:

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

     (b) prepare legal papers;

     (c) appear before the bankruptcy court and the United States
Trustee to represent and protect the interests of the Debtor;

     (d) assist with and participate in negotiations with creditors
and other parties-in-interest in formulating a Chapter 11 plan,
drafting such a plan, and taking necessary steps to confirm such a
plan;

     (e) represent the Debtor in all adversary proceedings,
contested matters, and matters involving the administration of this
case; and

     (f) perform all other legal services for the Debtor.

The hourly rates of the firm's counsel and staff are as follows:

    Attorneys    $225 - $500
    Paralegals   $125 - $145

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

Adam Lawton Alpert, Esq., an attorney at Bush Ross, 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:

     Adam Lawton Alpert, Esq.
     Bush Ross, PA
     Post Office Box 3913
     Tampa, FL 33601-3913
     Telephone: (813) 224-9255
     Facsimile: (813) 223-9620
     Email: aalpert@bushross.com

                    About Roseville Properties

Roseville Properties, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-06004) on Nov. 29, 2021, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Garrett J.
Kenny, managing member, signed the petition. Bush Ross, PA serves
as the Debtor's counsel.


SLM CORP: S&P Assigns BB+ Issuer Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its issuer credit ratings on the 25
U.S. large regional and consumer banks listed below and their rated
subsidiaries. The affirmations follow a revision to our
methodologies for rating banks and nonbank financial institutions
and for determining a Banking Industry Country Risk Assessment
(BICRA). S&P affirmed the issuer credit ratings on the following
holding companies:

  Ally Financial Inc.
  American Express Co.
  Bank of the West
  BMO Financial Corp.
  Capital One Financial Corp.
  Citizens Financial Group Inc.
  Comerica Inc.
  Discover Financial Services
  Fifth Third Bancorp
  First Horizon Corp.
  First Republic Bank
  HSBC USA Inc.
  Huntington Bancshares Inc.
  KeyCorp
  M&T Bank Corp.
  MUFG Americas Holdings Corp.
  New York Community Bancorp Inc.
  People's United Financial Inc.
  PNC Financial Services Group Inc.
  Regions Financial Corp.
  SLM Corp.
  SVB Financial Group
  Synchrony Financial
  Truist Financial Corp.
  Zions Bancorporation N.A.

S&P said, "We also affirmed our issue ratings on the debt of these
entities and their subsidiaries. Separately, we affirmed our issuer
credit ratings on U.S. Bancorp, and raised our ratings on its
hybrid securities (subordinated debt and preferred stock) after
placing them under criteria observation following a revision to the
company's group stand-alone credit profile (SACP) relating to a
change in our methodology. We are keeping our ratings on CIT Group
Inc. on CreditWatch with positive implications. The ratings on CIT
Group Inc. remain unchanged.

"Our economic risk and industry risk scores in the U.S. both remain
'3'. These scores determine the BICRA and the anchor, or starting
point, for our ratings on financial institutions that operate
primarily in the U.S. The trends we see for economic risk and
industry risk remain stable and positive, respectively."

Ally Financial Inc.

S&P said, "Our ratings on Ally Financial Inc. reflect the
resiliency of its auto finance business, disciplined credit
underwriting record, particularly in retail auto, and consistent
execution of its business strategy. We view Ally's concentration in
a single industry, automotive finance, as a constraint on the
ratings."

Outlook

S&P said, "The stable outlook reflects our expectation that Ally is
well-positioned to absorb higher credit losses, which we expect
will normalize beginning in 2022, over the next two years. We also
expect Ally's auto finance and direct banking operations will
remain resilient in the next two years, and that its capital ratios
will remain adequate, including a risk-adjusted capital (RAC) ratio
at the lower end of 7%-10%."

Downside scenario. S&P said, "We could lower the ratings if Ally's
asset quality deteriorates substantially beyond a level we
currently anticipate, or if its risk appetite increases. We could
also lower the ratings if Ally's capital ratios decline, most
notably if its common equity Tier 1 (CET1) ratio dips below
management's stated minimum target or our RAC ratio drops below
7.0% on a sustained basis."

Upside scenario. S&P could raise the ratings if it thinks Ally's
financial resilience and risk-adjusted returns are similar to
higher-rated peers. An upgrade would also be contingent on
improving deposit quality, continued conservative management of
capital and liquidity, and improving earnings. The company's
concentration in auto lending and partial reliance on deposits with
a limited banking relationship via its online platform limit its
upside potential.

American Express Co.

S&P said, "Our ratings on American Express Co. (AmEx) reflect the
bank's strong market positions in credit/charge card and network
businesses in the U.S. and internationally, high brand recognition
and premier franchise, predominately fee-based revenue, and focus
on prime customers, which has supported peer-leading asset quality.
This is balanced against the company's sensitivity to consumer
borrowing/spending patterns, which have fluctuated because of the
COVID-19 pandemic and reliance on whole markets and an online
deposit platform for funding."

Outlook

S&P said, "The stable outlook on AmEx is based on our expectation
that the company's credit profile will remain resilient and is well
positioned to absorb higher credit losses, which we expect will
normalize beginning in 2022, over the next two years. We also think
the company has the earnings power and financial flexibility to
calibrate its reserves, capital, and liquidity to operate
adequately through a stressed economy, as in 2020. We expect that
the bank will maintain its industry-leading underwriting standards
as it works toward restoring its loan and receivables balances,
which were hurt by higher consumer paydown rates during the
pandemic and its aftermath."

Downside scenario. S&P said, "We could lower the ratings if AmEx's
asset quality deteriorates substantially beyond a level we
currently anticipate, or if underwriting standards degrade
materially as receivables growth accelerates. Additionally, we
could lower the ratings if an unexpected operational, legal, or
regulatory event arises."

Upside scenario. S&P said, "We could raise the ratings if AmEx
restores its loan and receivables volumes, without a diminution of
credit standards. We would also look for AmEx to continue
demonstrating superior financial resiliency (for example, by
excellent performance on the Federal Reserve's stress test)."

Bank of the West

S&P said, "Our ratings on Bank of the West indicate the company's
resilient financial performance and asset quality during the
pandemic, and its strong capital ratios, which we expect to decline
modestly. We rate Bank of the West 'A', which is two notches above
its 'bbb+' stand-alone credit profile. This results from the cap at
one notch below parent BNP Paribas' group credit profile, which
includes additional loss-absorbing capacity (ALAC) extraordinary
support, that we apply to our ratings on this subsidiary, and as we
see it as strategically important to its parent, BNP Paribas."

Outlook

S&P said, "The stable outlook on Bank of the West mirrors our
stable outlook on the parent, French-based banking group BNP
Paribas (BNPP). This reflects our view of a low likelihood that
economic risks in the areas where the group operates could weigh on
its overall creditworthiness. The stable outlook also indicates our
anticipation that BNPP will be resilient to the current difficult
economic and risk environment and sufficiently mitigate the
negative effect of low interest rates on its revenue. Notably, we
anticipate BNPP will incrementally improve cost
efficiency--delivering profitability that covers its cost of
capital--and that our RAC ratio will remain at 7%-8% over the next
two years."

Downside scenario. S&P would lower our rating on Bank of the West
if it believes the subsidiary's strategic importance to the BNP
group has diminished, thereby reducing the probability of
extraordinary support, or should S&P lower its rating on the parent
over the next two years. This would most likely stem from weakening
profitability, either owing to the group's inability to largely
offset the persistent negative effect of low interest rates on its
retail banking revenue, or a less supportive environment for its
capital market activities. Any material expansion by the parent in
geographies with higher economic risk on average than the rest of
the group could also weigh negatively.

Upside scenario. Conversely, S&P could raise the rating on Bank of
the West should we raise our rating on the parent. However, it
currently considers an upgrade a remote prospect.

BMO Financial Corp.

S&P's ratings on BMO Financial Corp. (BFC) and core status to its
parent, BMO, reflect:

-- A well-established commercial franchise anchored in the U.S.
Midwest and well-diversified revenue stream with meaningful and
stable fee income;

-- Credit quality metrics similar to peers', with the expectation
that net charge-offs could rise gradually in 2022, but largely to
reflect loan growth;

-- S&P's forecast that the RAC ratio will remain at the high end
of the 7%-10% we consider adequate; and

-- Funding and liquidity metrics that S&P thinks will remain
similar to peers', with higher reliance on wholesale funding as BFC
has a large broker-dealer.

This is somewhat offset by BFC's high concentration in
middle-market commercial real estate loans, which could result in
some asset quality deterioration in the aftermath of the pandemic.

Outlook

S&P's stable outlook on BFC mirrors the stable outlook on its
parent, BMO. S&P views BFC as a core banking subsidiary of BMO and
expect it will remain integral to the group's long-term North
America growth strategy.

Downside scenario. S&P could lower the ratings on BFC if it lowers
its ratings on its parent, or if it sees BFC's strategic importance
and status within the group diminishing over the next two years.

Upside scenario. While it is unlikely under S&P's base case, it
could revise the outlook to positive or raise the ratings on BFC,
if it takes a similar positive action on the group.

Capital One Financial Corp.

S&P said, "Our ratings on Capital One Financial Corp. reflect the
bank's strong market positions in consumer finance and deposit
taking, enhanced scale and improved business line diversification,
and leading marketing and digital infrastructure platform. This is
balanced against the company's significant concentration in credit
card and auto lending, including meaningful exposure to nonprime
consumers, reliance on spread income, and our view that deposits
raised through its online platform may be less stable than
branch-originated deposits."

Outlook

S&P said, "The stable outlook indicates our expectation that the
company's credit profile will remain resilient and that it is well
positioned to absorb higher credit losses, which we expect will
normalize beginning in 2022, over the next two years. We also
expect that Capital One's diverse business model and disciplined
approach to risk management, as well as the economic recovery in
the U.S., will generate good operating performance over the next
two years."

Downside scenario. S&P said, "We could lower the ratings if Capital
One's asset quality deteriorates substantially more than we
currently anticipate or if its risk appetite increases. We could
also lower the ratings if we think the bank's risk-adjusted returns
will significantly lag peers' or if it does not continue to
conservatively manage capital and liquidity."

Upside scenario. S&P said, "We could upgrade Capital One if we view
its financial resilience and risk-adjusted returns as similar to
those of higher-rated peers. An upgrade would also be contingent on
continued conservative management of capital and liquidity and
improving earnings quality. The company's concentration in
unsecured consumer lending, exposure to nonprime consumers, and
partial reliance on deposits raised via its online platform limit
its upside potential."

CIT Group Inc.

S&P said, "Our ratings on CIT Group Inc. reflect its strong capital
ratios and adequate liquidity, offset by weaker funding and
higher-risk lending compared with higher-rated U.S. banks, in our
view. We expect the merger with First Citizens BancShares Inc. to
close before the expiration of their extended merger agreement on
March 1, 2022, pending regulatory approval from the Federal
Reserve."

CreditWatch

S&P said, "Our ratings on CIT are on CreditWatch positive based on
our view that we could raise the ratings as a result of its merger
with First Citizens. Specifically, we could raise the ratings if we
were to believe that the company's funding, earnings accretion, and
business line diversification would meaningfully improve at the
successful close of the merger. An upgrade will depend, in part, on
our view of integration challenges remaining manageable, despite
considerable execution risk, and our view of the combined company's
capital management.

"Conversely, we could remove the ratings from CreditWatch and
assign a negative outlook if the announced merger does not close,
which could suggest unforeseen problems; loan performance
deteriorates meaningfully, particularly within more vulnerable loan
portfolios; or overall financial performance declines materially."

Citizens Financial Group Inc.

S&P said, "Our ratings on Citizens Financial Group Inc. indicate
the company's good market position as a major U.S. regional bank
with an attractive franchise in the Northeast U.S. and parts of the
Midwest. We also consider Citizens' stable record since it became a
fully public company following its full divestiture by its former
parent in 2015. We expect the acquisition of Investors Bancorp Inc.
and the retail franchise of HSBC USA will not significantly alter
Citizens' creditworthiness, including its asset quality, balance
sheet strength, or earnings capacity."

Outlook

S&P said, "The stable outlook reflects our expectations that
Citizens' asset quality will remain satisfactory, given the
economic recovery underway, and that integration risks for the two
planned acquisitions will not be exceptionally high over the next
two years. We also expect that the RAC ratio will remain toward the
high end of the range we consider adequate, and business and
financial policies will remain conservative."

Downside scenario. S&P said, "We could lower the ratings if asset
quality deteriorates significantly or if we believe the company's
RAC ratio would decline meaningfully from current expectations,
suggesting a higher risk appetite. We could also lower the ratings
if integration risks from the two planned acquisitions pose
unforeseen business or financial issues."

Upside scenario. S&P said, "We could raise the ratings if we expect
capital ratios to rise meaningfully, or if Citizens significantly
improves its pre-provision earnings and fee-based revenue
contribution while maintaining good asset quality. We would also
favorably view a substantial and sustained improvement in the
company's funding ratios."

Comerica Inc.

S&P said, "Our ratings on Comerica Inc. reflect the company's good
competitive market position as a major U.S. regional bank. We also
have a favorable view of the company's stable operating history and
good geographic diversification in Michigan, Texas, California, and
other markets." However, the company's substantial concentration in
commercial lending is a negative from a diversification
perspective, despite historically good loan performance.

Outlook

S&P said, "The stable outlook on Comerica is based on our view that
we are unlikely to change the rating over the next two years. We
expect that Comerica will maintain conservative business and
financial policies, maintain stable capital ratios, and experience
solid asset quality over the next two years. We expect the
company's RAC ratio to remain modestly above the midpoint of the
7%-10% range that we typically consider adequate. We also expect
management to continue to focus on organic growth within its
existing locations."

Downside scenario. S&P could lower its rating on Comerica if loan
performance deteriorates substantially relative to peers, energy or
construction exposures increase meaningfully as a percentage of
total loans, or its proportion of noninterest revenue decline
materially, which it does not currently expect.

Upside scenario. Conversely, S&P could raise the rating on
Comerica, which it views as less likely, if Comerica's asset
quality, earnings, and capital improve to levels consistent with
higher-rated peers.

Discover Financial Services

S&P said, "Our ratings on Discover Financial Services reflect the
bank's long-standing U.S. credit card franchise and strong brand
identity, focus on prime customers and conservative underwriting,
and consistently superior operating efficiency and pre-provision
earnings. This is balanced against the company's historically high
capital payout and strong loan growth, which has restrained capital
ratios, less-diversified revenue stream with lower-than-peers'
contribution of fee revenue, and reliance on online and brokered
deposits."

Outlook

S&P said, "The stable outlook on Discover is based on our
expectation that the company has adequate earnings power and
reserve adequacy to absorb potentially higher levels of
charge-offs--which we expect will normalize beginning in 2022, over
the next two years. We also expect that the bank's deposit funding
will remain stable and liquidity levels adequate."

Downside scenario. S&P could lower the ratings if Discover's asset
quality deteriorates such that it expects its profitability and
capital levels will be impaired from higher credit losses.

Upside scenario. S&P said, "We could raise the ratings if we
believe Discover's financial resilience and risk-adjusted returns
are similar to those of higher-rated peers. We could also raise the
ratings if Discover improves its revenue diversification by
meaningfully increasing fee income, and if the company materially
improves its funding in a sustainable manner." Upside is limited by
Discover's concentrated business model--which makes it vulnerable
to consumer cycles--and the company's reliance on non-deposit
funding, which is still sizable compared with regional bank peers.

Fifth Third Bancorp

S&P's ratings on Fifth Third Bancorp reflect its good scale as a
major U.S. regional bank with strong market positions in the
Midwestern and Southeastern U.S., substantial loan and business
line diversification, and relatively high proportion of revenue
from fee-based businesses. These factors are balanced against its
recently elevated criticized commercial loans, some concentration
to industries affected by the COVID-19 pandemic, and pressure on
net interest income from low interest rates, like peers.

Outlook

S&P said, "Our rating outlook on Fifth Third remains stable based
on our assumptions that the company's asset quality--in terms of
nonaccruals and net charge-offs--will not deteriorate significantly
over the next two years, and earnings will remain solid. We expect
capital ratios to decline because of common share repurchases but
remain adequate."

Downside scenario. S&P said, "We could lower the ratings if we
believe nonperforming assets and net charge-offs will significantly
increase, possibly because of the company's commercial
concentrations or a stall in the economic recovery, which we do not
expect. We could also lower the ratings if capital ratios decline
sharply, potentially because of management's actions that indicate
a higher risk appetite."

Upside scenario. S&P could raise the ratings if it believes the
company's franchise strength, financial performance, and risk
profile--including asset quality metrics--have become commensurate
with those of higher-rated peers.

First Horizon Corp.

S&P's unsolicited ratings on First Horizon Corp. (FHN) indicate
FHN's growing market share in the Southeastern U.S., adequate
capital and liquidity, and good loan performance, offset by more
volatile revenue and earnings metrics relative to peers.

Outlook

S&P said, "Our positive outlook on our unsolicited ratings on FHN
reflects our view that the bank's improved market share in the
competitive Southeastern U.S. market, greater scale, and better
efficiency following the integration of its transformational merger
with IBERIABANK in 2020 could lead to better performance over the
next two years. The outlook also considers the ongoing U.S. economy
recovery following the COVID-19 pandemic and our expectation that
asset quality risk should ease. We expect FHN to maintain its solid
revenue diversification, adequate capital levels, and satisfactory
funding and liquidity over the next two years."

Downside scenario. S&P could revise the outlook to stable if the
company has integration issues that lead to weaker-than-peer
performance or adopts more aggressive financial policies to
increase earnings, or if the economic recovery stalls, leading to
material asset quality deterioration.

Upside scenario. S&P would likely raise its ratings on FHN if it
revises up the U.S. bank anchor or if its continuing integration of
IBERIABANK is successful, its asset quality remains in good shape,
and it maintains adequate capital levels and consistent financial
policies and risk management.

First Republic Bank
S&P's ratings on First Republic Bank reflect the bank's
well-executed private-banking business model, overall stable
financial performance, conservative capital management, and
historically very low loan losses. This is balanced against its
very high growth rate, concentrations by loan type and geography,
and high depositor concentration and weaker-than-peers
on-balance-sheet liquidity.

Outlook

S&P said, "Our stable outlook on First Republic Bank is based on
our expectations that the bank's overall creditworthiness will
remain relatively resilient over the next two years. We also expect
the company will maintain strong risk-adjusted capital and continue
to successfully mitigate the geographic, loan category, and
depositor concentrations in its business model."

Downside scenario. S&P said, "We could lower the rating if asset
quality deteriorates to a level no longer commensurate with its
excellent historical performance; underwriting standards are
loosened to propel above peers' loan growth; we believe our
forecasted RAC ratio will remain below 10% for a sustained period;
or on-balance-sheet and contingent liquidity do not remain
commensurate with the concentrations in the bank's deposit base."

Upside scenario. S&P is unlikely to raise the ratings over the next
two years because of relativities with higher-rated peers.

HSBC USA Inc.

S&P's ratings on HSBC Bank USA indicate its status as a core
subsidiary to parent company HSBC Holdings PLC's global wholesale
banking businesses and its strong risk-adjusted capitalization.
These factors are balanced against its higher-than-peers exposure
to capital markets and broadly subpar and volatile profitability.
Additionally, there is some uncertainty as to whether the multiyear
business restructuring will significantly improve financial
performance.

Outlook

The rating outlook on HSBC Bank USA N.A. and its parent holding
company HSBC USA Inc. is stable, reflecting S&P's outlook on the
parent, HSBC Holdings PLC (HSBC). S&P expects its ratings on HSBC
USA and HSBC Bank USA to move in tandem with its ratings on HSBC.

Downside scenario. S&P could lower the ratings if it believes that
HSBC Bank USA is no longer a core subsidiary of the HSBC group.
This could occur, for example, if a further restructuring included
the sale of a significant amount of assets in the company's
wholesale banking businesses, though we do not expect this to
happen.

Upside scenario. S&P believes an upgrade is unlikely over the next
two years.

Huntington Bancshares Inc.

S&P said, "Our ratings on Huntington Bancshares Inc. reflect the
bank's strong market share in the Midwest, adequate capital
supported by stable earnings, diversified loan portfolio with
moderate loan losses in recent years, and healthy funding and
liquidity measures. These factors are somewhat offset by
Huntington's recent acquisition of TCF Financial Corp., which, in
our view, heightens Huntington's near-term credit and operational
risks, although it could yield long-term benefits if executed
properly."

Outlook

The negative outlook reflects S&P's view of the elevated risks
associated with the acquisition of TCF over the next two years.
Specifically, it reflects its view of TCF's weaker creditworthiness
relative to Huntington, as well as the heightened operational and
integration risks associated with the acquisition.

Downside scenario. S&P said, "We could lower our ratings on
Huntington if we believe its post-acquisition risks will not remain
consistent with its historically moderate-to-low risk appetite, as
well as its good performance in recent years." Management can
demonstrate its stable risk appetite by appropriately mitigating
the increased risks associated with TCF's specialty finance and
commercial real estate portfolios, including through enhanced risk
limits and frameworks, rigorous underwriting, and continued
conservative reserving practices.

S&P could also lower its ratings on Huntington if unforeseen
operational or integration issues arise, particularly those that
significantly alter its risks or timeline to achieve the positive
financial results it anticipates.

Upside scenario. S&P said, "We could revise the outlook on
Huntington to stable if Huntington appropriately mitigates TCF's
higher risks while avoiding operational or integration issues. Over
time, we may consider a higher rating, particularly if the company
is able to demonstrate a risk profile consistent with its current
moderate-to-low risk appetite while generating peer-leading
financial performance."

KeyCorp

S&P's ratings on KeyCorp reflect its large base of non-interest
revenues, good geographic diversity, and reduced expenses, which
significantly improved historically poor efficiency. These factors
are balanced against its exposure to certain industries affected by
the pandemic, concentration in commercial lending, and limited
branch density.

Outlook

S&P said, "The stable outlook on KeyCorp indicates our expectation
that the company will benefit from an improving economy over the
next two years. We also expect that credit losses will remain
well-controlled and credit reserves, capital, and liquidity will
remain adequate for the bank's risk profile, even as they gradually
normalize as a result of better macro conditions."

Downside scenario. S&P could lower the ratings if KeyCorp's
asset-quality performance reverses such that nonperforming assets
and net charge-offs rise appreciably, or unforeseen operational or
regulatory issues emerge.

Upside scenario. Over time S&P could raise the ratings on KeyCorp
if it believes its franchise strength, business stability, and
financial performance become commensurate with higher-rated peers.

M&T Bank Corp.

S&P said, "Our ratings on M&T Bank Corp. reflect the company's
stable operating history and good geographic diversification. We
view M&T Bank's market position in the mid-Atlantic region as solid
and the company's earnings generation and consistency as good.
However, we expect relatively high exposure to higher-risk loan
categories like investor-owned real estate and construction loans
to challenge its asset quality in the near term."

Outlook

vThe stable outlook on M&T Bank incorporates our view that asset
quality will gradually improve over the next two years as the
economy recovers, but we expect asset quality to remain worse than
large regional bank peers' over the next two years. We also expect
that loan losses will not rise substantially given conservative
lending policies and current property valuations."

Downside scenario. S&P said, "We could lower the ratings if loan
performance continues to deteriorate or does not exhibit the
gradual improvement we anticipate, or the planned acquisition of
People's encounters integration or operational challenges. We would
view unfavorably a substantial rise in net charge-offs to levels
that are much worse than peers'."

Upside scenario. Conversely, S&P could raise the ratings if the
company reduces higher-risk loan concentrations and improves
geographic concentrations, demonstrates overall financial
performance consistent with higher-rated peers, and successfully
integrates the planned acquisition of People's.

MUFG Americas Holdings Corp.

S&P said, "Our ratings on MUFG Americas Holdings Corp.
(MUAH)—Mitsubishi UFJ Financial Group's (MUFG) intermediate
holding company in the U.S. reflect our view that MUAH is a core
subsidiary of MUFG. This underscores the integral role MUAH has
played in the group's international growth and diversification
strategy over the past decade as the biggest international
subsidiary of the Japanese parent. The announced sale of MUFG Union
Bank to U.S.Bancorp will substantially shrink MUAH's asset scale.
However, it will not affect its importance to the business strategy
the group has adopted, which considers the U.S. an important
business base, second only to Japan."

Outlook

S&P's stable outlook on MUAH mirrors that on its parent, MUFG. Any
change in MUAH's stand-alone credit profile (SACP) will not affect
its issuer credit rating on the company because it expects the U.S.
subsidiary will continue to benefit from support of its global
parent over the next two years.

Downside scenario. S&P said, "We see limited downside risk to the
ratings, based on our expectation that MUAH's designation as core
to the parent is likely to remain for the near future. We would
downgrade MUAH if MUFG is downgraded, although this is unlikely."

Upside scenario. S&P could upgrade the MUFG group and MUAH if it
raises its sovereign credit rating on Japan and believe the group
will likely maintain its asset quality and earnings buffer.

New York Community Bancorp Inc.

S&P's ratings on New York Community Bancorp Inc. reflect the risks
from the company's concentration in multifamily and other
commercial real estate in the New York City metropolitan area and
historically weaker funding. As a partial offset to these risks,
NYCB has a long record of low loan losses, and it believes its
asset risk from the New York City area downturn should lessen,
given the recovery underway in the local economy.

The rating also reflects the pending acquisition of Flagstar
Bancorp, which has a national residential mortgage banking
business. We believe adding Flagstar will provide NYCB with
increased business diversification; however, the combined company's
exposures to the higher-risk lending businesses of commercial real
estate lending and mortgage banking will remain larger than most
regional bank peers. The acquisition will help NYCB's funding
profile by increasing its proportion of deposits, but funding
metrics may still be below average.

Outlook

The positive outlook indicates S&P could raise its ratings on NYCB
by one notch over the next two years if the company successfully
integrates the Flagstar acquisition and improves funding, interest
rate risk management, and earnings while maintaining good asset
quality and adequate capital.

Downside scenario. S&P said, "We could revise the outlook to stable
if nonperforming assets or net charge-offs rise, possibly
reflecting a stall in the New York City area recovery. We could
also revise the outlook if unexpected risks emerge in Flagstar's
mortgage banking business or integration risk from the acquisition
poses management, operational, or financial issues."

Upside Scenario. S&P said, "We could raise the ratings if NYCB
successfully integrates Flagstar. We would also look for NYCB to
maintain key financial metrics commensurate with higher-rated peers
and manage operational risks associated with its major businesses.
Lastly, we factor in our expectation that the recovery will
continue in the local New York City economy and nationally, and
asset quality will remain broadly resilient."

People's United Financial Inc.

S&P said, "Our ratings on People's United Financial Inc. are based
on its excellent asset-quality record that has been better than
most peers, satisfactory competitive market position in affluent
Northeastern markets, and consistent profitability through economic
cycles. It also reflects its prospective acquisition by M&T Bank
Corp., a bank whose creditworthiness we view as roughly equivalent
to People's. These factors are balanced against its increased
pandemic-related asset quality risk in more vulnerable commercial
portfolios, accelerated acquisition strategy in recent years, and
historically higher-than-peers' reliance on brokered deposits."

Outlook

S&P said, "The stable outlook incorporates our assumptions that
People's United will be acquired by M&T and that its overall
creditworthiness will remain unchanged because of this combination.
We will likely affirm our ratings on People's United following the
close of the merger."

Any upside or downside for the ratings on People's United over the
next two years will depend on the ratings trends for M&T.

PNC Financial Services Group Inc.

S&P's ratings on PNC Financial Services Group Inc. reflect its
strong competitive market positions across the Eastern and
Southwestern U.S., historically good asset quality supported by
conservative lending policies and avoidance of higher-risk loan
categories, and substantial contribution to revenue from
noninterest sources. These factors are balanced against its
exposure to some industries affected by the COVID-19 pandemic,
concentration in commercial lending, and financial return and
efficiency metrics historically somewhat weaker than similarly
rated large regional bank peers'.

Outlook

S&P said, "Our positive outlook on PNC is based on the expectation
that the company has emerged from the pandemic with resilient asset
quality metrics, a strong balance sheet, and substantially improved
earnings relative to 2020, over the next two years. We also expect
that the acquisition of BBVA USA will support PNC's strategic aim
to become a nationwide bank and that the integration will be
manageable."

Downside scenario. S&P said, "We could revise our rating outlook on
PNC to stable if we do not revise up the U.S. bank anchor,
particularly if economic or industry conditions deteriorate, which
could also hurt PNC's financial performance. We could also revise
the outlook to stable if PNC's underwriting practices fail to
deliver loss resilience commensurate with its good historical
performance or if unanticipated risk or regulatory issues arise,
perhaps because of the acquisition of BBVA USA."

Upside scenario. S&P said, "We could raise our ratings on PNC over
the next two years by one notch if we revise up the U.S. bank
anchor--to recognize decreasing industry risks in the U.S. banking
system and improvement in the economy--and PNC sustains its
historically good financial performance, while maintaining a
prudent risk posture and adequate loss buffers. We would also look
for capital to remain adequate per our measurement, with an S&P
Global Ratings RAC ratio toward the upper half of the 8%-10%
range."

Regions Financial Corp.

S&P said, "Our ratings on Regions Financial Corp. indicate Regions'
solid multistate footprint in the South and its high proportion of
noninterest revenue. Regions has weathered the economic slowdown
associated with the COVID-19 pandemic well, but we expect asset
quality to eventually normalize. We consider Regions' capital and
earnings as adequate, but we expect capital ratios to decline
quickly toward the midpoint of the 7%-10% range owing to the
acquisition of EnerBank USA in the fourth quarter of 2021 and the
expected resumption of share repurchases."

Outlook

S&P said, "The stable outlook on Regions reflects our expectation
that over the next two years the company will continue to perform
well amid the ongoing economic recovery from the COVID-19 pandemic.
Specifically, we expect loan losses will eventually rebound to more
normal levels, but we view the company's large loan loss reserves
positively. We also expect capital ratios to decline in the near
term, given recent acquisitions and the resumption of common share
buybacks."

Downside scenario. S&P said, "We could lower the ratings if we
expect asset quality to worsen materially or if energy prices
decline significantly, and we believe the decline would weaken
asset quality. We could also lower the ratings if capital ratios
decrease below current expectations, both substantially lowering
the company's capital cushion and changing our view of management's
conservative financial strategies."

Upside scenario. S&P currently does not see an upside to the
ratings on Regions given currently appropriate peer relativities,
higher earnings volatility in recent quarters, and somewhat lower
quality of capital.

SLM Corp.

S&P said, "Our ratings on SLM Corp. balance its narrow focus on
private student lending and its dependence on non-traditional
deposits and securitization funding against its expertise and
strong market position in student lending. We are improving our
initial capital and earnings score for SLM to reflect the company's
strong earnings and ample reserves, which we do not include in our
measure of risk-adjusted capital."

Outlook

S&P said, "The stable outlook reflects our view that the company's
credit profile will remain resilient and that it is well positioned
to absorb higher credit losses, which we expect will normalize
beginning in 2022. We also expect SLM's disciplined approach to
risk management, as well as an improving U.S. economy and
normalizing college enrolment, will generate better operating
performance over the next two years."

Downside scenario. S&P said, "We could lower the ratings if SLM's
asset quality deteriorates substantially beyond what we currently
anticipate or if its risk appetite increases. We could also lower
the ratings if we believe SLM's risk-adjusted returns will
significantly lag peers' or it does not continue to conservatively
manage capital and liquidity."

Upside scenario. S&P is unlikely to raise the ratings over the next
two years because of SLM's narrow focus on student lending and its
reliance on brokered deposits and wholesale funding.

SVB Financial Group

S&P's ratings on SVB Financial Group reflect the bank's strong
risk-adjusted capital, aided by good earnings retention and
strengthening fee income; its well-established niche in the
technology and life science sectors, which are emerging out of the
pandemic with secular tailwinds; and its very good on-balance-sheet
liquidity. This is balanced against SVB's concentrated lending to
and deposit funding from technology and life science companies,
volatile earnings from market-sensitive investments, high
sensitivity to interest rates, and exceptional balance-sheet growth
in recent quarters, which could pressure capital ratios.

Outlook

S&P said, "Our positive outlook on SVB indicates its solid recent
earnings, strong growth in deposit funding and liquidity,
consistently good asset quality, and the potential for stronger fee
income from advisory, investment banking, and wealth management
(leveraging its acquisition of Boston Private Financial Holdings
[BPFH]). We also consider SVB's unique niche in the fast-growing
innovation economy, underscored by its long-standing relationships
with clients in the private equity and venture capital, technology,
and health care industries. Given its strong growth in recent
years, SVB will increasingly be subject to the type of enhanced
supervision and stringent regulations that have factored into our
decision to consider revising up the U.S. bank industry anchor."

Downside scenario. S&P could revise its outlook to stable if it
does not revise up the anchor (perhaps if economic or industry
conditions deteriorate) or if adverse operating conditions for
SVB's technology clients (likely characterized by lower valuations,
fewer exits, and a sustained pullback in investor funding) make the
bank more vulnerable to credit losses or deposit funding
pressures.

Upside scenario. S&P said, "We could raise our ratings on SVB over
the next two years if we revise up the anchor and are satisfied
that the bank will demonstrate strong business and revenue
diversification and stability while maintaining sufficient
on-balance-sheet liquidity and strong capital. An upgrade would
also be contingent on SVB mitigating integration and asset quality
risks associated with BPFH."

Synchrony Financial

S&P said, "Our ratings on Synchrony Financial are based on the
bank's leading market share in the U.S. private-label credit card
industry, peer-leading regulatory capital ratios, and robust
earnings generation through economic cycles. This is balanced
against its narrow focus on unsecured consumer credit with
meaningful exposure to subprime borrowers, reliance on high-yield
deposits raised through online and broker channels, concentration
in top merchant partners, and historically weaker asset quality
performance than most peers."

Outlook

S&P said, "The stable outlook on Synchrony reflects our expectation
that the company's credit profile will remain resilient and that it
is well positioned to absorb higher credit losses, which we expect
will normalize beginning in 2022, over the next two years. We also
think the company has the earnings power and financial flexibility
to calibrate its reserves, capital, and liquidity to operate
adequately through a stressed economy, as in 2020."

Downside scenario. S&P said, "We could lower the ratings if
Synchrony's asset quality or underwriting standards deteriorate
substantially. Additionally, we could lower the ratings if
regulatory capital ratios decline so that they are lower than card
peers. The loss of key merchant partners could also lead to a lower
rating, although we view this as a longer-term risk since Synchrony
recently extended key partnership agreements."

Upside scenario. S&P could upgrade Synchrony if it views its
financial resilience as similar to higher-rated peers (including
those that participate in the Federal Reserve's annual stress
test), it maintains RAC ratios stronger than card peers, and
deposit-based funding continues to increase as a proportion of
total funding. The company's relatively narrow business profile,
vulnerability to consumer cycles, and less favorable funding
profile compared with traditional commercial banks limit its upside
potential.

Truist Financial Corp.

S&P said, "Our ratings on Truist Financial Corp. reflect the
company's solid market positions across the Mid-Atlantic and
Southeastern U.S., diversified commercial and consumer banking
franchise, large and stable base of noninterest income, and stable
deposit funding. We believe that, in addition to a significant
increase in scale, the completed merger of BB&T Corp. and SunTrust
Banks Inc.--which formed Truist--could benefit financial
performance over time, if successfully executed."

Outlook

S&P said, "The positive outlook indicates our view that, as a
merged entity, Truist's better geographic diversity, increased
market position, improved earnings power, and higher technology
spending provide the company with a sustainable competitive
advantage. Also, in our view, the financial and credit positives of
the merged entity outweigh the operational risks of integrating two
large regional banks. We also believe Truist's creditworthiness
benefits from strict regulatory oversight and supervision for large
U.S. banks."

Downside scenario. S&P could revise its rating outlook on Truist to
stable over the next two years if the U.S. bank anchor is not
raised, the company's asset quality deteriorates more than S&P
expects, or significant integration-related issues arise, which it
views as less likely.

Upside scenario. S&P said, "We could raise our long- and short-term
ratings on Truist and the long-term rating on its operating company
by one notch over the next two years if we raise the U.S. bank
anchor and the company realizes expected synergies from its ongoing
merger integration and demonstrates financial performance in line
with higher-rated regional bank peers."

U.S. Bancorp

S&P said, "We affirmed our rating on U.S. Bancorp (USB) and its
rated subsidiaries, and we are maintaining our negative outlook.
The negative outlook reflects our view that USB's acquisition of
MUFG Union Bank's core regional bank franchise heightens
integration and operational risks.

"Although we have not changed our issuer credit rating on USB, we
have raised our ratings on its hybrid securities--its subordinated
debt and preferred stock at its nonoperating holding company--by
one notch to 'A' and 'BBB+', respectively. We also raised the
rating on its subordinated debt and preferred stock at the bank by
one notch to 'A+' and 'A-', respectively. We notch these
instruments from the group SACP. The upgrade of those securities
results from our inclusion of the comparable ratings analysis
adjustment in the group SACP under the updated bank criteria.
(Previously, the adjustment had been excluded from the group SACP
but counted toward our issuer credit ratings on USB.)"

Outlook

S&P said, "The negative outlook on U.S. Bancorp and its operating
subsidiaries reflects our view of the elevated risks associated
with the acquisition of MUFG Union Bank over the next two years.
Specifically, we consider in the outlook heightened operational and
integration risks associated with the acquisition, as well as added
loan concentration and possible customer attrition."

Downside scenario. S&P said, "We could lower our ratings on U.S.
Bancorp if we believe its post-acquisition risk profile will not
remain consistent with its strong historical performance prior to
the acquisition. We could also lower the ratings if the company no
longer consistently outperforms its peers." The following could
demonstrate declining performance:

-- Profitability that is no longer above and loan losses that are
no longer below peer levels; or

-- A deterioration in earnings quality or an increase in risk
appetite, including elevated exposure to credit, operational,
market, or liquidity risk.

In addition, S&P could lower its ratings on U.S. Bancorp if the
company's capital declines so that its regulatory capital ratios
are well below peers', or if nonperforming assets and loan losses
exceed its expectations.

Upside scenario. S&P said, "We could revise the outlook on U.S.
Bancorp to stable if it successfully integrates Union Bank and if
we expect its risk profile after the acquisition to remain strong.
We will also take into account the company's risk and performance
compared with similarly rated and lower-rated peers."

Zions Bancorporation N.A.

S&P's ratings on Zions Bancorporation N.A. are based on its solid
competitive position in its primary home market of Utah and
diversified geography across 11 states, primarily in Western and
Southwestern U.S. markets. Other strengths are the company's good
asset quality and improved risk management and earnings power in
recent years. However, the company's substantial concentration in
commercial lending, with meaningful construction and energy loan
exposures, is a negative, despite historically good loan
performance.

Outlook

S&P said, "The stable outlook on Zions reflects our expectation
that Zions will maintain conservative business and financial
policies, grow organically while maintaining solid asset quality,
and reduce its capital ratios over the next two years. If we were
to revise up the U.S. bank anchor, we would be unlikely to raise
our ratings on Zions, given high capital returns to shareholders,
various loan concentrations, and already appropriate peer
comparisons."

Downside scenario. S&P could lower the rating over the next two
years if the company's loan performance deteriorates substantially
relative to peers, possibly owing to weakness in the bank's
somewhat higher risk loan exposures.

Upside scenario. S&P said, "Conversely, we could raise the rating
on Zions if its overall credit profile and financial performance
improve to levels consistent with higher-rated regional bank peers.
We could also raise the rating if Zions maintains strong capital
ratios, including a RAC ratio consistently above 10%. However, we
believe this is unlikely within the next two years given the
company's recent actions and industry trends."

  Ratings List

  ALLY FINANCIAL INC.             

  RATINGS AFFIRMED

  ALLY FINANCIAL INC.
   Issuer Credit Rating           BBB-/Stable/A-3

  AMERICAN EXPRESS CO.             

  RATINGS AFFIRMED

  AMERICAN EXPRESS CO.
   Issuer Credit Rating           BBB+/Stable/A-2

  AMERICAN EXPRESS CREDIT CORP.
   Issuer Credit Rating           A-/Stable/NR

  AMERICAN EXPRESS NATIONAL BANK
  AMERICAN EXPRESS TRAVEL RELATED SERVICES CO. INC.
   Issuer Credit Rating           A-/Stable/A-2

  BNP PARIBAS               

  RATINGS AFFIRMED

  BANK OF THE WEST
   Issuer Credit Rating           A/Stable/A-1
   Certificate Of Deposit
    Local Currency                A
   Resolution Counterparty Rating A/--/A-1

  BANK OF MONTREAL              

  RATINGS AFFIRMED

  BMO FINANCIAL CORP.
  BMO HARRIS BANK NATIONAL ASSN.
   Issuer Credit Rating           A+/Stable/A-1

  BMO HARRIS BANK NATIONAL ASSN.
   Certificate Of Deposit
    Local Currency                A+

  CIT GROUP INC.               

  RATINGS AFFIRMED

  CIT GROUP INC.
   Issuer Credit Rating           BB+/Watch Pos/B

  CIT BANK N.A.
   Issuer Credit Rating           BBB-/Watch Pos/--

  CAPITAL ONE FINANCIAL CORP.           

  RATINGS AFFIRMED

  CAPITAL ONE FINANCIAL CORP.
   Issuer Credit Rating           BBB/Stable/--

  CAPITAL ONE BANK (U.S.) N.A.
  CAPITAL ONE N.A.
   Issuer Credit Rating           BBB+/Stable/A-2

  CAPITAL ONE N.A.
   Certificate Of Deposit
    Local Currency                BBB+

  CITIZENS FINANCIAL GROUP INC.           
  
  RATINGS AFFIRMED

  CITIZENS FINANCIAL GROUP INC.
   Issuer Credit Rating           BBB+/Stable/A-2

  CITIZENS BANK, N.A.
   Issuer Credit Rating           A-/Stable/A-2

  COMERICA INC.               

  RATINGS AFFIRMED

  COMERICA INC.
   Issuer Credit Rating           BBB+/Stable/A-2

  COMERICA BANK
   Issuer Credit Rating           A-/Stable/A-2
   Certificate Of Deposit
    Local Currency                A-

  DISCOVER FINANCIAL SERVICES           

  RATINGS AFFIRMED

  DISCOVER FINANCIAL SERVICES
   Issuer Credit Rating           BBB-/Stable/NR

  DISCOVER BANK
   Issuer Credit Rating           BBB/Stable/NR
   Certificate Of Deposit
    Local Currency                BBB

  FIFTH THIRD BANCORP             

  RATINGS AFFIRMED

  FIFTH THIRD BANCORP
   Issuer Credit Rating           BBB+/Stable/A-2

  FIFTH THIRD BANK, NA
   Issuer Credit Rating           A-/Stable/A-2

  FIRST HORIZON CORP.             

  RATINGS AFFIRMED

  FIRST HORIZON CORP. U~
   Issuer Credit Rating |U~       BBB-/Positive/--

  FIRST HORIZON BANK
   Issuer Credit Rating |U~       BBB/Positive/A-2
   Certificate Of Deposit
    Local Currency |U~            BBB

  FIRST REPUBLIC BANK             

  RATINGS AFFIRMED

  FIRST REPUBLIC BANK
   Issuer Credit Rating           A-/Stable/NR

  HSBC HOLDINGS PLC              

  RATINGS AFFIRMED

  HSBC USA INC.
   Issuer Credit Rating           A-/Stable/A-2

  HSBC BANK USA N.A.
   Issuer Credit Rating           A+/Stable/A-1
   Resolution Counterparty Rating A+/--/A-1

  HUNTINGTON BANCSHARES INC.            

  RATINGS AFFIRMED

  HUNTINGTON BANCSHARES INC.
   Issuer Credit Rating           BBB+/Negative/NR

  HUNTINGTON NATIONAL BANK
   Issuer Credit Rating           A-/Negative/NR

  KEYCORP                

  RATINGS AFFIRMED

  KEYCORP
   Issuer Credit Rating           BBB+/Stable/A-2

  KEYBANK N.A.
   Issuer Credit Rating           A-/Stable/A-2

  M&T BANK CORP.    
             
  RATINGS AFFIRMED

  M&T BANK CORP.
   Issuer Credit Rating           BBB+/Stable/NR

  MANUFACTURERS & TRADERS TRUST CO.

  WILMINGTON TRUST N.A.
  WILMINGTON TRUST CO.
   Issuer Credit Rating           A-/Stable/A-2

  MANUFACTURERS & TRADERS TRUST CO.

  WILMINGTON TRUST N.A.
  
  MITSUBISHI UFJ FINANCIAL GROUP INC.         

  RATINGS AFFIRMED

  MUFG AMERICAS HOLDINGS CORP.
   Issuer Credit Rating           A-/Stable/A-2

  MUFG UNION BANK, N.A.
   Issuer Credit Rating           A/Watch Pos/A-1
   Certificate Of Deposit
    Local Currency                A/Watch Pos

  NEW YORK COMMUNITY BANCORP INC.          

  RATINGS AFFIRMED

  NEW YORK COMMUNITY BANCORP INC.
   Issuer Credit Rating           BB+/Positive/--

  NEW YORK COMMUNITY BANK
   Issuer Credit Rating           BBB-/Positive/A-3

  PNC FINANCIAL SERVICES GROUP INC. (THE)        

  RATINGS AFFIRMED

  PNC FINANCIAL SERVICES GROUP INC. (THE)
   Issuer Credit Rating           A-/Positive/A-2

  PNC BANK N.A.
   Issuer Credit Rating           A/Positive/A-1
   Certificate Of Deposit
    Local Currency                A

  PEOPLE'S UNITED FINANCIAL INC.           

  RATINGS AFFIRMED

  PEOPLE'S UNITED FINANCIAL INC.
   Issuer Credit Rating           BBB+/Stable/--

  PEOPLE'S UNITED BANK, N.A.
   Issuer Credit Rating           A-/Stable/A-2
   Certificate Of Deposit

  REGIONS FINANCIAL CORP.            

  RATINGS AFFIRMED

  REGIONS FINANCIAL CORP.
   Issuer Credit Rating           BBB+/Stable/A-2

  REGIONS BANK
   Issuer Credit Rating           A-/Stable/A-2

  SLM CORP.                
  
  RATINGS AFFIRMED

  SLM CORP.
   Issuer Credit Rating           BB+/Stable/--

  SALLIE MAE BANK
   Issuer Credit Rating           BBB-/Stable/--

  SYNCHRONY FINANCIAL             

  RATINGS AFFIRMED

  SYNCHRONY FINANCIAL
   Issuer Credit Rating           BBB-/Stable/--

  SYNCHRONY BANK
   Issuer Credit Rating           BBB/Stable/NR

  TRUIST FINANCIAL CORP.             

  RATINGS AFFIRMED

  TRUIST FINANCIAL CORP.
   Issuer Credit Rating           A-/Positive/A-2

  TRUIST BANK
   Issuer Credit Rating           A/Positive/A-1
   Certificate Of Deposit         
    Local Currency                A

  ZIONS BANCORPORATION N.A.            

  RATINGS AFFIRMED

  ZIONS BANCORPORATION N.A.
   Issuer Credit Rating           BBB+/Stable/NR



WESTERN MIDSTREAM: Fitch Raises LT IDR to 'BB+', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded Western Midstream Operating, LP's
(Western) Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB'
and senior unsecured notes to 'BB+'/'RR4' from 'BB'/'RR4'. The
Rating Outlook is revised to Stable from Positive. The upgrade is
primarily driven by the upgrade of Occidental Petroleum Corp.
(BB+/Stable). Occidental is Western's largest counterparty and is
expected to contribute approximately 60% of Western's 2021
revenue.

Western has relatively low capital expenditure requirements and
manageable debt maturities over the next two years. The company is
generating strong cash flows based on improving cost position, and
stable volumes, in a largely improved commodity price environment.
Western's ratings also reflect Fitch's expectation that leverage
will be around 3.8x or lower through 2022. Western's management is
committed to leverage metrics of below 4.0x in 2021 and at or below
3.5x by YE 2022, using excess cash flow to reduce debt if
required.

KEY RATING DRIVERS

Counterparty Exposure: Occidental is Western's largest
counterparty, and consequently, Western is still predominately
exposed to non-investment-grade counterparties as a gathering and
processing company. Occidental is expected to contribute
approximately two-thirds of Western's revenues in 2021 and over the
near term after that. Occidental's operational and financial
strength influence Western's credit profile, because Western
depends on Occidental for future growth. Fitch believes Western's
midstream operations will remain strategically important to
Occidental's production, particularly in the Permian Basin, despite
uncertainties in near-term growth.

Throughput Volumes to Remain Flat: Lower levels of capital
expenditures and exploration and production (E&P) activities,
particularly from Occidental, could prompt a slight EBITDA decline
in 2021 from 2020 levels. 1Q21 volumes trended down in the Delaware
Basin, but were back up in 2Q21. In 2021, Western is expected to
generate 40% of EBITDA from the Delaware Basin, 36% of EBTIDA in
the DJ Basin, about 12% from other noncore regions and 12% from
equity investments.

Western's leverage (as measured by total debt with equity credit to
operating EBITDA) was 3.9x at YE 2020, and with the recent
announcement of the tender offer, Fitch expects it could decline to
below 3.8x by YE 2021. Western will likely continue to use a
portion of excess cash flow to reduce leverage and
management-forecast leverage declining below 3.5x by 2022 is
possible.

Asset and Contract Profile: Fitch believes Western will generate
over 90% of its gross margin from fee-based and fixed-price
contracts in 2021. Western has limited direct commodity price
exposure. It is also diversified geographically, supported by a
blend of contracts with minimum volume commitment (MVCs) and/or
cost of service (COS) components, relative to the more standard
requirements contracts prevalent in the industry.

Approximately 79% of Western's natural gas throughput volume was
protected by either MVCs or COS components in fiscal 2020, and
approximately 85% of its crude oil and natural gas liquids and 100%
of produced-water throughput were also supported by either MVCs or
COS components. However, if any of the contracts' rates, whether in
dollars per actual volume or dollars per contracted volume, are
high relative to the market, there is a strong likelihood for
Western's E&P customers to consider renegotiating the long-term
contracts, especially those customers compelled to seek the shelter
of bankruptcy.

Short-Term Contracts: Fitch's rating case assumes the economic
value of the contracts between Occidental and Western remains
intact, with no renegotiation of contract terms deemed materially
unfavorable to Western. Western's long-term weighted average
contract life is 7-11 years (other than the life-of-lease
contracts) collectively for its gas, crude oil and water businesses
at YE 2020. Western also has a portfolio of equity investments,
including ownership interests in long-haul pipelines in the
Permian, which should maintain stable cash flow in the near term.
Fitch believes the Permian will remain Western's cornerstone of
growth.

Ownership Uncertainties: Future ownership uncertainties remain an
overhanging issue for Western, as Occidental continues to reduce
its ownership stake in Western's publicly traded parent, Western
Midstream Partners, LP (WES), now standing at less than 50% limited
partner interest. Since 4Q20, Occidental has sold about $250
million worth of WES units, of which about $50 million worth of
units were recently purchased by WES. Occidental continues to own
the 2.2% general partner interest in WES.

The operational alignment between Occidental and Western in the
Permian remains intact in the long term, given the good fit between
legacy Anadarko Petroleum Corporation's (rating withdrawn) and
Western's assets in the basin. However, Occidental reeling back
legacy Anadarko's historic focus on the DJ Basin may materially
impede Western's future growth. Western targets company growth
through third-party volumes, but Fitch believes such growth will be
much slower as upstream customers become increasingly capital
disciplined regarding production spending under the volatile
commodities price environment.

Parent-Subsidiary Linkage: Fitch analyzed the parent-subsidiary
relationship between Western and Occidental, and determined that
their respective IDRs are the same based on the companies'
standalone credit profiles (SCP). Occidental is Western's largest
counterparty (60% of expected revenues for YE 2021) and accounts
for most of its growth. However, Western does not rely on funding
from Occidental and maintains a separate board of directors and
management team. If the SCP of the two entities were to diverge,
their IDR would also be separate, reflecting strong operational
ties, but offset by declining ownership.

DERIVATION SUMMARY

Western primarily operates in the Delaware Basin and DJ Basin and
expects to derive about 60% of its 2021 revenue from Occidental.
EQM Midstream Partners, LP (BB/Negative) is one of Western's peers
that operates primarily in the Appalachian Basin and has material,
concentrated counterparty exposure to EQT Corporation (BB+/Stable).
DCP Midstream, LP (BB+/Stable) and EnLink Midstream, LLC
(BB+/Stable) operate in multiple basins and are more diverse than
Western.

Western derives over 90% of its margins from fixed-fee contracts,
largely with MVC or COS provisions. DCP has higher volume risk,
with only about 70% of its gross margins generated from fee-based
contracts, compared with 90% of EnLink's gross margins. EQM had
approximately 65% of revenues from firm reservation fees for the YE
Dec. 31, 2020.

In terms of EBITDA, Western is expected to generate about $1.9
billion in 2021, which is larger than EQM, DCP and EnLink. However,
each of the peers is sizable, generating over $1 billion in EBITDA
annually. Western exhibits lower leverage than all three of its
peers, with 3.9x at YE 2020, and around 3.8x expected leverage YE
2021. Fitch expects leverage of approximately 5.1x for EnLink, and
around 4.4x for DCP and 5.4x-5.6x for EQM for YE 2021.

KEY ASSUMPTIONS

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

-- Base case West Texas Intermediate oil price of $68/barrel for
    2021, $67/barrel for 2022, and $50/barrel for 2023 and beyond;

-- Henry Hub natural gas prices of $3.80/thousand cubic feet
    (mcf) for 2021, and $3.25/mcf for 2022 and $2.75/mcf for 2023
    beyond;

-- Declining throughput volume and operating performance in
    segments outside the Permian through 2021;

-- Distribution increase as per management's forecast: 5% above
    2020 distributions;

-- No adverse changes in existing contract terms between Western
    and its major counterparties that would materially impair
    Western's expected cash flow;

-- No significant change in the financial policy due to potential
    ownership changes.

RATING SENSITIVITIES

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

-- Favorable rating action at Occidental may lead to positive
    rating action for Western, provided the factors driving a
    rating change at Occidental have benefits that accrue to the
    credit profile of Western;

-- Leverage (total debt to operating EBITDA) at or below 4.0x and
    a distribution coverage ratio above 1.1x on a sustained basis,
    with gross margin remaining above 90% fee based or fixed
    priced;

-- Asset and business line expansion leading to a more
    diversified cash flow profile;

-- Counterparty quality and strategic position remains stable.

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

-- Leverage at or above 5.0x and a distribution coverage ratio
    below 1.1x on a sustained basis;

-- Negative rating action at Occidental;

-- Decline in counterparty quality or strategic position;

-- Materially unfavorable changes in contract mix;

-- Negative changes in law -- either new laws or rulings on old
    laws -- that cause volumetric declines and push profitability
    lower and leverage higher on a sustained basis;

-- Adoption of a growth-funding strategy that does not include a
    significant equity component, inclusive of retained earnings.

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: Western had approximately $99.8 million in
cash, $220 million of outstanding borrowings on the revolver and
$5.1 million in outstanding LOC at Sept. 30, 2021, resulting in
approximately $1.775 billion available on its $2.0 billion senior
unsecured revolving credit facility (RCF). Fitch expects liquidity
will remain adequate over the near term.

Western paid off its $431 million in debt due in 1Q21. There is no
additional maturity in the remainder of 2021. With the completion
of the tender offer, Western now has an upcoming maturity of $502
million due in 2022 and $213 million due in 2023. With ample
availability on its revolver and strong cash flows, Western has
sufficient liquidity to pay off its debt.

In December 2019, Western extended the RCF's maturity date to
February 2025 from February 2024. The credit facility requires
Western to maintain a consolidated leverage ratio at or below 5.0x,
or a consolidated leverage ratio of 5.5x for quarters ending in the
270-day period immediately following certain acquisitions. Western
is in compliance with this covenant, and Fitch expects it will
remain so for the balance of the forecast.

Western also accessed capital markets in January 2020, issuing $3.2
billion fixed-rate senior notes across three tranches, which come
due in 2025, 2030 and 2050, as well as $300 million of
floating-rate notes due 2023. The net proceeds from the senior
notes and floating-rate notes were used to repay the $3.0 billion
outstanding borrowings under the term loan facility and RCF, and to
fund general corporate expenses.

ISSUER PROFILE

Western is a subsidiary of WES, which, in turn, is a publicly
traded is a master limited partnership (MLP), the general partner
of which is owned by Occidental Petroleum Corp. Western owns,
operates, acquires and develops midstream energy assets generating
its cash flow primarily from Delaware Basin within the Permian and
the DJ Basin.

ESG CONSIDERATIONS

Western Midstream Operating, LP has an ESG Relevance Score of '4'
for Group Structure due to as the company operates under a somewhat
complex group structure of master limited partnership, 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.


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