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

              Wednesday, January 26, 2022, Vol. 26, No. 25

                            Headlines

10193 FLANDERS: Unsecureds Will Recover 5.42% Under Plan
317 NORTH CENTER: March 8 Disclosure Statement Hearing Set
920 H L.L.C.: Voluntary Chapter 11 Case Summary
A&E ADVENTURES: Feb. 28 Plan & Disclosure Hearing Set
ABDOUN ESTATE: Directed to File Amended Plan & Outline by Jan. 28

ADTALEM GLOBAL: Financial Service Sale No Impact on Moody's B1 CFR
ADVANZEON SOLUTIONS: Hearing on Disclosure Continued to Mar. 2
AERKOMM INC: Signs Joint Venture Deal to Develop Tile Antenna
AES CORPORATION: Egan-Jones Keeps BB Senior Unsecured Ratings
ALH PROPERTIES: Unsecureds Will be Paid in Full in Plan

ALKHAIRY PROPERTIES: Taps Kevin Gerbers of Century 21 as Broker
ALPHA HOUSE: Claims Will be Paid from Property Sale Proceeds
ALPHA LATAM: Inter-American Development Says Disclosures Inadequate
ALPHA LATAM: Unsecureds to Recover 8.9% to 12.5% in Plan
AMERICAN AXLE: Egan-Jones Keeps B- Senior Unsecured Ratings

AMERICAN GREETINGS: Moody's Affirms B2 CFR, Outlook Remains Stable
APPALACHIAN BASIN: Case Summary & One Unsecured Creditor
ASCENA RETAIL: District Court Attacks 3rd-Party Releases
ASCENT RESOURCES: Fitch Affirms 'B' IDR, Outlook Stable
ASPIRITY: Investors Criticize Ex-Owner, Trustee

ATHENAHEALTH GROUP: Fitch Rates New $2.5-Bil. Unsec. Notes 'CCC+'
ATHENAHEALTH GROUP: Moody's Rates New Sr. Unsecured Notes 'Caa2'
ATHENAHEALTH GROUP: S&P Rates New $2.5BB Unsecured Notes 'CCC'
BAY PLACE CONDOMINIUM: Gets Interim OK to Hire Paragon as Counsel
BAYTEX ENERGY: Egan-Jones Keeps B Senior Unsecured Ratings

BENNETT ROSA: Trustee Seeks to Hire Rincon Law as Counsel
BOTTOMLINE TECHNOLOGIES: Egan-Jones Keeps B- Sr. Unsecured Ratings
BROOKDALE SENIOR: Egan-Jones Keeps C Senior Unsecured Ratings
BROOKLYN IMMUNOTHERAPEUTICS: Appoints Two New Board Members
BROWNIE'S MARINE: Preannounces Record FY-2021 Revenue of $6.1M

BUCKEYE TECHNOLOGIES: Egan-Jones Keeps B+ Senior Unsecured Ratings
CAESARS ENTERTAINMENT: Egan-Jones Keeps CCC Sr. Unsecured Ratings
CAESARS HOLDINGS: Egan-Jones Keeps CCC LC Sr. Unsecured Rating
CAMP RIM ROCK: Unsecureds Will be Paid in Full by 2026
CARETRUST REIT: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable

CF INDUSTRIES: Egan-Jones Keeps BB+ Senior Unsecured Ratings
CHS/COMMUNITY HEALTH: Fitch Corrects Jan. 20 Ratings Release
CINEMARK HOLDINGS: Egan-Jones Cuts Senior Unsecured Ratings to CC
CLEAN HARBORS: Egan-Jones Keeps BB- Senior Unsecured Ratings
COLDWATER DEVELOPMENT: Trustee Seeks OK to Hire LEA Accountancy

COMMUNITY HEALTH: Unit Prices $1.5B Senior Secured Notes Offering
CONTERRA ULTRA: Moody's Affirms 'B3' CFR, Outlook Remains Stable
CONTERRA ULTRA: S&P Affirms 'B-' Rating on First-Lien Term Loan
COTIVITI INTERMEDIATE: Fitch Affirms 'B' LT IDR, Outlook Stable
CRESTWOOD HOSPITALITY: March 15 Disclosure Statement Hearing Set

CRYPTO CO: Secures $755K Funding from AJB Capital, Sixth Street
CYTOSORBENTS CORP: Amends Credit Deal to Get $15M Term Loans
DIOCESE OF HARRISBURG: Unsecured Creditors Unimpaired in Plan
DIOCESE OF SYRACUSE: Committee Taps Berkeley as Financial Advisor
DODGE DATA: Moody's Assigns First Time B3 Corporate Family Rating

DUTCHINTS DEVELOPMENT: Taps MacDonald Fernandez as Legal Counsel
ECO MATERIAL: Fitch Assigns FirstTime 'B(EXP)' IDR, Outlook Stable
ECO MATERIAL: Moody's Assigns B2 CFR & Rates New $500MM Notes B2
ECO MATERIAL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
ECOLIFT CORP: March 9 Disclosure Statement Hearing Set

EMBECTA CORP: Moody's Rates New $500MM Senior Secured Notes 'Ba3'
ENVIVA INC: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
ERO COPPER: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
ERO COPPER: Moody's Assigns First Time B1 Corporate Family Rating
ERO COPPER: S&P Assigns 'B' Long-Term Issuer Credit Rating

ETS OF WASHINGTON: Court Narrows Trustee Suit vs. WCP et al.
EXPEDIA GROUP: Egan-Jones Keeps B+ Senior Unsecured Ratings
EXTERRAN ENERGY: Moody's Alters Outlook on B1 CFR to Positive
FIDELITY NATIONAL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
FIRST CHOICE: Feb. 24 Disclosure Statement Hearing Set

FUSION CONNECT: S&P Lowers Issuer Credit Rating to 'SD'
GATA HF: Unsecured Creditors Will Get 4.55% of Claims in 5 Years
GBG USA: United States Trustee Opposes Joint Liquidating Plan
GIGAMON INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
GIRARDI & KEESE: CA State Bar Hires LA Law Firm to Probe Conflicts

GIRARDI & KEESE: Erika Demands Damages in Tom's Bankruptcy
GOPHER COURIER: Taps Hershman Fallstrom & Crowley as Accountant
GPMI CO: Gets OK to Hire MCA as Financial Consultant
GROVEHAUS LLC: Seeks to Hire CAVA Law as Bankruptcy Counsel
HANESBRANDS INC: Egan-Jones Keeps B+ Senior Unsecured Ratings

HARSCO CORP: Egan-Jones Keeps B+ Senior Unsecured Ratings
HAWKEYE ENTERTAINMENT: Court Says Landlord Entitled to Fees, Costs
HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings
IFRESH INC: Nasdaq to Delist Common Stock
INNERSCOPE HEARING: Paris Kreit Replaces D. Brooks as Auditor

INVICTA ENTERPRISES: Taps Mancuso Law as Bankruptcy Counsel
IRON MOUNTAIN: Egan-Jones Keeps BB Senior Unsecured Ratings
ISLAND EMPLOYEE: Seeks Approval to Hire Interim General Managers
J. CREW: Closes Only New Mexico Store After 10 Years
JACOBS ENTERTAINMENT: Moody's Ups CFR to B2 & Rates New Notes B2

JACOBS ENTERTAINMENT: S&P Upgrades ICR to 'B', Outlook Stable
KISMET ROCK: Unsecured Creditors to be Paid in Full over 60 Months
KLAUSNER LUMBER: March 8 Plan Confirmation Hearing Set
LAMAR ADVERTISING: Egan-Jones Keeps BB- Senior Unsecured Ratings
LATAM AIRLINES: Judge to Quickly Rule on Key Aircraft Settlements

LIEB PROPERTIES: Taps Realty Executives Associates as Realtor
LIMETREE BAY: Court Grants Motion to Extend Sale Deadline
LIMETREE BAY: Moody's Rates Incremental $33MM Term Loan B 'Caa1'
LTL MANAGEMENT: District Court Won't Hear Chapter 11 Stay Fight
MANITOWOC CO: Egan-Jones Hikes Senior Unsecured Ratings to BB-

MASTEC INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+
MCAFEE CORP: Moody's Assigns B3 CFR & Rates New First Lien Debt B2
MCAFEE CORP: S&P Cuts ICR to 'B-' on Acquisition by Investor Group
MEZZ57TH LLC: Taps Mandelbaum Barrett as Bankruptcy Counsel
MICROCHIP TECHNOLOGY: Egan-Jones Keeps B Senior Unsecured Ratings

MOUNTAIN PROVINCE: Announces Management Changes
NATIONAL CAMPUS: S&P Rates 2022A/B Student Housing Rev. Bonds 'BB'
NEKTAR THERAPEUTICS: Egan-Jones Keeps C Senior Unsecured Ratings
NITROCRETE LLC: Committee Taps Province LLC as Financial Advisor
NORDIC AVIATION: Files Plan to Cut Debt by $4.3 Billion

NORDIC AVIATION: Writes Down Aircraft Portfolio Value by a Third
NORWICH ROMAN: Seeks to Hire Gellert as Special Counsel
NOVABAY PHARMACEUTICALS: Adjourns Special Meeting to Jan. 31
NRS PROPERTIES: Seeks to Hire Wadsworth as Bankruptcy Counsel
OCCIDENTAL PETROLEUM: Egan-Jones Keeps B+ Senior Unsecured Ratings

OCWEN FINANCIAL: S&P Affirms 'B-' ICR, Outlook Stable
OFFICE DEPOT: Egan-Jones Hikes LC Senior Unsecured Ratings to B
OXFORD FINANCE: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
OXFORD FINANCE: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba3'
OXFORD FINANCE: S&P Rates $400MM Senior Unsecured Notes 'B'

PDG PRESTIGE: Feb. 23 Plan Confirmation Hearing Set
PENN NATIONAL: Egan-Jones Keeps CCC Senior Unsecured Ratings
PHI GROUP: To Acquire 70% Ownership of FGTS for US$100 Million
PIPELINE FOODS: March 1 Plan Confirmation Hearing Set
PLATINUM CORRAL: Court Denies Plan Confirmation, Wants Revisions

PLATINUM GROUP: To Purchase and Cancel US$20M Convertible Notes
POLK AZ: Feb. 15 Disclosure Statement Hearing Set
QHC FACILITIES: Taps Gibbins as Restructuring Advisor
QUALITY MACHINE: Gets OK to Hire John A. Knutson & Co as Accountant
S & N PROPERTY: Unsecureds Claims to Get 100% in Plan

SBA COMMUNICATIONS: Egan-Jones Keeps B- LC Senior Unsecured Ratings
SEARS HOLDINGS: Closes Store in Fort Lauderdale, Florida
SELINSGROVE INSTITUTIONAL: Employee Sues for 2 Months Pay
SHASTHRA USA: Unsecureds Will Get 6% of Claims in 36 Months
SILGAN HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable

SONOMA PHARMACEUTICALS: Inks Distribution Deal With Salus, Anlicare
SPIDERMAN AND TINA: Court Dismisses Bankruptcy Case
STATEWIDE AMBULETTE: Continued Operations to Fund Plan
STONEMOR INC: Chief Legal Officer Resigns
SUMMIT HOTEL: Egan-Jones Keeps BB LC Senior Unsecured Ratings

SUMMIT MIDSTREAM: Egan-Jones Hikes LC Senior Unsec. Ratings to B+
SUNSTONE HOTEL: Egan-Jones Keeps B+ Senior Unsecured Ratings
TAJ & ARK LLC: Seeks to Hire Velarde & Yar as Bankruptcy Counsel
TALEN ENERGY: Moody's Affirms B3 CFR & Cuts Unsecured Debt to Caa2
TASEKO MINES: Announces Gibraltar 2021 Production, Sales

TELEPHONE AND DATA: Egan-Jones Keeps B+ Senior Unsecured Ratings
TENTLOGIX INC: Unsecureds to Get $26K Monthly for 5-Year Term
TESLA INC: Moody's Upgrades CFR to Ba1, Outlook Remains Positive
TON REAL ESTATE: Voluntary Chapter 11 Case Summary
TORTOISEECOFIN BORROWER: Moody's Cuts CFR to B3, Outlook Negative

TRANSALTA CORP: Egan-Jones Keeps BB Senior Unsecured Ratings
TRUE ENTERPRISE: Unsecureds to Get Share of Income for 5 Years
TWO'S COMPANY: Unsecured Creditors Will Get 11% of Claims in Plan
URBAN ONE: Egan-Jones Hikes LC Senior Unsecured Ratings to B
US CELLULAR: Egan-Jones Lowers Senior Unsecured Ratings to B+

WHITING PETROLEUM: Egan-Jones Keeps B Senior Unsecured Ratings

                            *********

10193 FLANDERS: Unsecureds Will Recover 5.42% Under Plan
--------------------------------------------------------
10193 Flanders LLC submitted an Amended Disclosure Statement.

10193 Flanders is a Minnesota Limited Liability Corporation formed
for the purpose of holding a real estate asset.  A Record of Action
was recorded February 20, 2014, showing Thomas V Carroll IV as the
sole member and 100% owner.  The Debtor derives 100% of its revenue
from monthly rental payments received from a single tenant with
common ownership.

Blaine Kennels Inc. is a Minnesota Corporation, also owned 100% by
Mr. Carroll, which operates a commercial dog kennel and training
facility on the property owned by the Debtor.  There is a
commercial, triple net lease in place calling for a $5,000 monthly
payment, and increasing to $6,000 per month starting in January
2022.

The Debtor is collecting rent payments from the tenants in the
building.  As of the date of this Disclosure Statement, the balance
of the Debtor's debtor-in-possession bank account was approximately
$10,718.  In addition to funds held in the debtor-in-possession
account the Debtor anticipates funding the Plan by a contribution
of $5,000 by the principal of the Debtor.

Under the Plan, Class 6 General Unsecured Claims totaling $341,496
will each be paid in full satisfaction of such claims, its pro rata
share of $2,942 on the Effective Date, and 4 more payments on the
first, second, third, and fourth year anniversaries of the
Effective Date, for a total of five payments equaling $18,497.  The
percentage payment to each Class 6 creditor is approximately 5.42%.
Class 6 is impaired.

Attorneys for the Debtor:

     John D. Lamey, III, Esq.
     Elaine D.W. Wise, Esq.
     LAMEY LAW FIRM, P.A.
     980 Inwood Ave. N.
     Oakdale, MN 55128
     Tel: (651) 209-3550

A copy of the Disclosure Statement dated Jan. 21, 2021, is
available at https://bit.ly/33FIpIB from PacerMonitor.com.

                       About 10193 Flanders

10193 Flanders LLC is a Minnesota Limited Liability Corporation
formed for the purpose of holding a real estate asset. The Debtor
has operated as a single asset real estate entity since inception.

10193 Flanders filed a Chapter 11 petition (Bankr. D. Minn. Case
No. 21-41779) on Oct. 5, 2021.


317 NORTH CENTER: March 8 Disclosure Statement Hearing Set
----------------------------------------------------------
Judge Benjamin P. Hursh has entered an order within which March 8,
2022, at 9:00 a.m., in the Ella Knowles Courtroom, 4th Floor Room
4805, James F. Battin United States Courthouse, 2601 2nd Avenue
North, Billings, Montana is the hearing on approval of the
Disclosure Statement filed by Debtor 317 North Center Avenue
Building, LLC.

In addition, Feb. 25, 2022, is fixed as the last day for filing and
serving written objections to the Disclosure Statement.

A copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/3tZN1nP from PacerMonitor.com at no charge.

              About 317 North Center Avenue Building

317 North Center Avenue Building, LLC, filed a petition for Chapter
11 protection (Bankr. D. Mont. Case No. 21-10118) on Oct. 18, 2021,
listing as much as $500,000 in both assets and liabilities. Patten,
Peterman, Bekkedahl & Green, PLLC, serves as the Debtor's legal
counsel.


920 H L.L.C.: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 920 H L.L.C.
        c/o The Butler Law Group, PLLC
        1455 Pennsylvania Avenue, NW, Suite 400
        Washington, DC 20004

Business Description: 920 H L.L.C. is a Single Asset Real Estate
                      debtor (as defined in 11 U.S.C. Section
                      101(51B)).

Chapter 11 Petition Date: January 24, 2022

Court: United States Bankruptcy Court
       District of Columbia

Case No.: 22-00008

Judge: Hon. Elizabeth L. Gunn

Debtor's Counsel: Craig A. Butler, Esq.
                  THE BUTLER LAW GROUP, PLLC
                  1455 Pennsylvania Avenue, NW, Suite 400
                  Washington, DC 20004
                  Tel: 202-587-2773
                  Fax: 202-591-1727
                  Email: cbutler@blgnow.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Sheikh Khaled J. M. Al Thani as managing
member.

The Debtor stated it has no creditors holding unsecured claims.

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

https://www.pacermonitor.com/view/4LOGOCQ/920_H_LLC__dcbke-22-00008__0001.0.pdf?mcid=tGE4TAMA


A&E ADVENTURES: Feb. 28 Plan & Disclosure Hearing Set
-----------------------------------------------------
A&E Adventures LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida a motion seeking conditional approval
of the Disclosure Statement dated Jan. 10, 2022.

On Jan. 18, 2022, Judge Laurel M. Isicoff conditionally approved
the Disclosure Statement and ordered that:

     * Feb. 28, 2022, at 2:30 p.m. at the United States Bankruptcy
Court, 301 N. Miami Avenue, Courtroom 8, Miami, Florida 33128 is
the hearing on final approval of the Disclosure Statement and
confirmation of the Plan.

     * Feb. 22, 2022, at 4:00 p.m. is fixed as the last day to file
any written objections to the Disclosure Statement.

     * Feb. 22, 2022 at 4:00 p.m. is fixed as the last day to file
any written objections to confirmation of the Plan.

A copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/32qQv7g from PacerMonitor.com at no charge.  

Attorneys for Debtor:

     Meaghan E. Murphy, Esquire
     James C. Moon, Esq.
     Meland Budwick, PA
     3200 Southeast Financial Center
     200 South Biscayne Boulevard
     Miami, FL 33131
     Telephone: (305) 358-6363
     Facsimile: (305) 358-1221
     Email: jmoon@melandbudwick.com

                  About A&E Adventures LLC

A&E Adventures LLC, operating as GameTime, is a family
entertainment destination with fun indoor amusements offering a
full-service dining experience and full liquor sports bar in Miami,
Fort Myers, Daytona, Ocoee, Tampa and Kissimmee where customers can
play over 100 interactive games in the Mega Arcade. Customers can
enjoy a delicious lunch or dinner and watch any game on over 60
HDTVs.  GameTime can also host large gatherings with full banquet
services.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-19272) on Sept. 24,
2021.  In the petition signed by Michael Abecassis, managing
member, the Debtor disclosed up to $50 million in both assets and
liabilities.

James C. Moon, Esq., at Meland Budwick, P.A., is the Debtor's
counsel.

Live Oak Banking Company, as secured lender, is represented by
Schiller, Knapp, Lefkowitz & Hertzel, LLP.


ABDOUN ESTATE: Directed to File Amended Plan & Outline by Jan. 28
-----------------------------------------------------------------
Judge Thomas J. Tucker of the United States Bankruptcy Court for
the Eastern District of Michigan, Southern Division, issued an
order requiring Abdoun Estate Holdings, LLC, to amend the
disclosure statement explaining its Chapter 11 plan.

Judge Tucker said he cannot yet grant preliminary approval of the
disclosure statement, noting the following problems, which the
Debtor must correct:

   1. The Debtor must delete the definition of "Exemption Claim" in
Article I.A.18 of the Disclosure Statement on page 3. That defined
term is not used anywhere in the Disclosure Statement, and this
definition implies that this Debtor may have property that is
exempt. But this Debtor has no exemptions, and claims no
exemptions. Under 11 U.S.C. Section 522(b)(1), exemptions are
available only for "individuals," i.e., human beings, and not for
entities such as a limited liability company.

   2. With regard to Group I described in Article I.C(1) of the
Disclosure Statement on pages 4-5, the Debtor must estimate the
amount of each administrative claim (e.g., Group I consisting of
allowed administrative claims, including attorney fees for Debtor's
counsel, in the estimated amount of $ ___; attorney fees for
Alexander E. Blum, special counsel for the Debtor, in the estimated
amount of $ ___; attorney fees for J. Christian Hauser, special
counsel for the Debtor, in the estimated amount of $ ___).

   3. With regard to Class 1 described in Article I.C(2) on pages
5-6 of the Disclosure Statement, the Debtor must state the
frequency of the payments (e.g., monthly, bi-weekly), and the
amount of each payment, to the Oakland County Treasurer.

   4. With regard to Class 2 described in Article I.C(2) on page 6
of the Disclosure Statement, the Debtor states that "[p]rior to the
Filing Date, the Debtor was involved in litigation with Red Oak
[Capital Fund III, LLC (`Red Oak')]." The Debtor must provide the
names of the parties in the litigation and the court involved, and
describe the claims and the counterclaims, and the status of the
litigation.

   5. Also with regard to Class 2, the Debtor must state both the
amount claimed by Red Oak, and the amount the Debtor believes is
likely to be the ultimate allowed amount of Red Oak's claim. The
Debtor also must state the following, under the foregoing two claim
amount scenarios (allowed in full amount claimed by Red Oak and
allowed in amount the Debtor predicts): estimate the amount of the
monthly payments to Red Oak under the Plan, and state when payments
to Red Oak are likely to begin. The Debtor also must state
explicitly what the priority of Red Oak's secured claim is, the
value of the property securing the claim, and whether any portion
of the claim is unsecured. If any portion of Red Oak's secured
claim is unsecured, the Debtor must state whether that portion of
the claim will be treated in the class of general unsecured
creditors.

   6. The Debtor must correct two apparent typographical errors, by
(a) changing the class describing the claims of general unsecured
creditors on pages 6-7 of the Disclosure Statement from "Class 4"
to "Class 3" and (b) by changing the class describing the claims of
equity security holders on page 7 of the Disclosure Statement from
"Class 5" to "Class 4."

   7. With regard to newly-numbered Class 3 described in Article
I.C(2) on pages 6-7 of the Disclosure Statement, the Debtor must
also list the creditor names and amounts of the claims listed as
"Disputed" in the Debtor's Schedule E/F (Docket # 20).

   8. In Article I.D(3) on pages 8-9 of the Disclosure Statement,
the Debtor must describe the Debtor's claims against third parties
in more detail, and describe what the status is of the litigation
of these claims.

   9. In two places where the Debtor refers to the length of the
Plan as being 60 months, at pages 9 and 19 of the Disclosure
Statement, the Debtor must qualify the statement with the fact that
payments under the Plan of the claim of Red Oak under Class 2 will
be made over a period of 25 years.

  10. In Article I.E on page 9 of the Disclosure Statement, the
Debtor states that it is "in the process of rehabilitating the
building" it owns. The Debtor must describe in more detail what the
status is of that rehabilitation, including what has been done to
date, what remains to be done, and when the Debtor estimates the
rehabilitation will be completed.

  11. In Article I.K.6 of the Disclosure Statement on page 15, the
Debtor uses the term "Contested Claim," implying by the
capitalization that this is a defined term. But no definition of
this term is given anywhere in the document. Perhaps the Debtor
intended here to use the phrase "contested Claim," as it does
earlier in the document. In any event, the Debtor must correct
this.

  12. In Article II.B of the Disclosure Statement on page 17, the
Debtor must state the educational background and work history of
the Debtor's sole member, Ahmad Abulabon. The Debtor also must
state whether Mr. Abulabon drew a salary from the Debtor
pre-petition, and if so, how much, and whether the Debtor paid for
any fringe benefits for Mr. Abulabon pre-petition, and is so, what
benefits. The Debtor also must state whether Mr. Abulabon is a
creditor of the Debtor, and if so, what the claim(s) are. And the
Debtor must state whether Mr. Abulabon will be paid any salary,
fringe benefits, or other compensation by the Debtor after
confirmation, and if so, what.

  13. In its Liquidation Analysis, the Debtor lists as an asset
$5,391,000.00 worth of claims against third parties, and states
that there are no liens on these claims, but then indicates that
$0.00 from these claims would be available for distribution in a
hypothetical Chapter 7 liquidation. This appears to be an error.
The Debtor must either correct this error or explain why $0.00
would be available for distribution from claims the Debtor values
at $5,391,000.00.

  14. In the Disclosure Statement in paragraph V.A. on page 18, the
Debtor must provide meaningful summaries of the financial
information in a line itemization format listing all income and
expense categories, for three years pre-petition (2019, 2020, and
2021) and for the post-petition period to date. Although the
Disclosure Statement indicates that the Debtor had no income for
2021 or for 2022 year to date, if there were expenses during these
periods, they must be itemized. The Debtor also must provide
projections for the 60 month period of payment (each of the 5
years) proposed by the Plan, in the same line itemization format.

Judge Tucker ordered that no later than January 28, 2022, the
Debtor must file an amended combined plan and disclosure statement
that is consistent with this Order. The Debtor also must file a
redlined version of the amended combined plan and disclosure
statement, showing the changes the Debtor has made to the "Debtor's
Combined Plan and Disclosure Statement" filed January 10, 2022.

A full-text copy of the decision dated January 14, 2022, is
available at https://tinyurl.com/35rdkdzf from Leagle.com.

             About Abdoun Estate Holdings LLC

Abdoun Estate Holdings, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)) based in Southfield,
Mich.

Abdoun Estate Holdings filed its voluntary petition for Chapter 11
protection (Bankr. E.D. Mich. Case No. 21-48063) on Oct. 11, 2021,
listing as much as $10 million in both assets and liabilities.
Ahmad Abulabon, managing member of Abdoun Estate Holdings, signed
the petition.

Judge Thomas J. Tucker oversees the case.

The Debtor tapped Yuliy Osipov, Esq., at Osipov Bigelman, P.C. as
its bankruptcy counsel.  The Blum Law Firm and Frasco Caponigro
Wineman Scheible Hauser & Luttmann, PLLC serve as the Debtor's
special counsel.


ADTALEM GLOBAL: Financial Service Sale No Impact on Moody's B1 CFR
------------------------------------------------------------------
Moody's Investors Service says Adtalem Global Education Inc.'s sale
of its financial services portfolio is credit positive because
Moody's expects that the vast majority of proceeds would be used to
pay down debt. However, there is no immediate impact to the
company's ratings at this time, including the B1 Corporate Family
Rating and stable outlook, since the net cash proceeds after taxes
and fees, and the use of proceeds, have yet to be determined by
Adtalem.

Adtalem entered into a definitive agreement to sell its financial
services portfolio to a consortium of buyers comprised of Wendel
Group ("Wendel") and Colibri Group ("Colibri") in an all-cash
transaction for an aggregate purchase price of $1 billion. The
transaction is expected to close in the quarter ending March 31,
2022, subject to customary closing conditions. As part of the
transaction, the Association of Certified Anti-Money Laundering
Specialists will be sold to Wendel and Becker Professional
Education and OnCourse Learning will be sold to Colibri. If closing
conditions are satisfied for one buyer party and not the other,
Adtalem has the unilateral option to close with one buyer. As of
LTM September 30, 2021, the financial services segment generated
revenues of approximately $215 million and $50 million of
company-calculated EBITDA, implying a 20x multiple sale price.

Adtalem previously acquired Walden University ("Walden") in August
2021 for approximately $1.5 billion funded with $800 million of
notes, an $850 million term loan and available cash on hand.
Moody's estimates that pro-forma Moody's adjusted leverage was
approximately 3.8x as of LTM September 30, 2021. Moody's expects
that the vast majority of net proceeds from the sale of the
financial services portfolio will be used to repay debt given that
management has publicly committed to reducing company-calculated
net leverage below 2x within 24 months of the Walden transaction
close. Adtalem's second quarter fiscal 2022 conference call is
scheduled for February 8, and the company is expected to provide
additional information on the transaction. Depending on the amount
of debt repaid, Moody's estimates that Moody's adjusted leverage
could potentially decrease as much as a full turn. The degree of
leverage reduction may result in a positive rating action if
Moody's expects the company would decrease and sustain leverage
below 2.75x in the near term while maintaining balanced financial
policies and a very good liquidity profile.

Headquartered in Chicago, Illinois, Adtalem Global Education Inc.
is a global provider of educational services with a focus on
Medical and Healthcare and Financial Services. The company operates
seven educational institutions across the US and Caribbean. Revenue
totaled approximately $1.2 billion as of LTM September 30, 2021.


ADVANZEON SOLUTIONS: Hearing on Disclosure Continued to Mar. 2
--------------------------------------------------------------
Judge Michael G. Williamson has ordered that the hearing to
consider approval of the Disclosure Statement of Advanzeon
Solutions, Inc., f/k/a Comprehensive Care Corporation is continued
to March 2, 2022 at 10:00 a.m.

The objections to the Disclosure Statement will be 7 days before
the continued hearing date.

                    About Advanzeon Solutions

Based in Tampa, Fla., Advanzeon Solutions, Inc., provides
behavioral health, substance abuse and pharmacy management
services, as well as sleep apnea programs, for employers,
Taft-Hartley health and welfare Funds, and managed care companies
throughout the United States.

Advanzeon Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on September
7, 2020.

At the time of the filing, Debtor had estimated assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million. The petition was signed by Clark A. Marcus, chief
executive officer.

Stichter, Riedel, Blain & Postler, P.A. is Debtor's legal counsel.


AERKOMM INC: Signs Joint Venture Deal to Develop Tile Antenna
-------------------------------------------------------------
Aerkomm Inc. has entered into a joint venture agreement with Sakai
Display Products Corporation, a company incorporated under the laws
of Japan, and PanelSemi Corporation, a company incorporated under
the laws of Taiwan, on Jan. 10, 2022.

Through this Joint Venture, Aerkomm will develop and commercialize
a tile antenna.  The Joint Venture will be operated through a
to-be-established California corporation, which will be owned
initially 100% by SDPJ.  Aerkomm will license to Newco its
intellectual property, know-how and research and development
results related to the Tile Antenna.  SDPJ will provide Newco with
working capital to develop the Tile Antenna proof of concept . Upon
approval of the POC, Aerkomm will contribute the intellectual
property to Newco in exchange for 52% of the equity interest in
Newco, and SDPJ and PanelSemi collectively will contribute $20
million in cash (less the contributions funded prior to the POC
approval).  SDPJ will hold 45% of Newco's equity interest and
PanelSemi will hold the remaining 3%. Moreover, according to the
Agreement, SDPJ will invest EUR7.5 million in Aerkomm via private
placement upon approval of the POC. In the event that the POC is
not achieved within 11 months following the signing of the
Agreement, the Joint Venture will be terminated, at which time we
will terminate the intellectual property license to Newco and Newco
will remain 100% owned by SDPJ.

Mr. Louis Giordimaina, CEO of Aerkomm, commented, "This agreement
marks the first step in our partnership with SDPJ and PanelSemi.
The joint venture will facilitate the development of a tile antenna
to further our technological capabilities and better serve our
customers.  Looking ahead, we look forward to opportunities to
expand our business and developing new industry-leading
technology."

                           About Aerkomm

Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options.  Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music.  The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.

Aerkomm reported a net loss of $9.11 million for the year ended
Dec. 31, 2020, compared to a net loss of $7.98 million for the year
ended Dec. 31, 2019, and a net loss of $8.15 million for the year
ended Dec. 31, 2018.  As of June 30, 2021, the Company had $56.89
million in total assets, $22.29 million in total liabilities, and
$34.60 million in total stockholders' equity.


AES CORPORATION: Egan-Jones Keeps BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by The AES Corporation.

Headquartered in Arlington County, Virginia, The AES Corporation is
an electric power distribution company.



ALH PROPERTIES: Unsecureds Will be Paid in Full in Plan
-------------------------------------------------------
ALH Properties No. Fourteen, LP, submitted a Combined Chapter 11
Plan of Reorganization and Disclosure Statement.

ALH Properties No. Fourteen, LP, the owner of the Embassy Suites
Hotel in Downtown Houston, Texas, proposes this Combined Plan and
Disclosure Statement pursuant to sections 1125 and 1129 of the
Bankruptcy Code. The centerpiece of the Combined Plan and
Disclosure Statement is a comprehensive restructuring of the
Debtor's secured loan with MassMutual (the "Comprehensive Lender
Settlement"). The Comprehensive Lender Settlement, along with cash
contributions and other commitments from the Debtor's principals
and equity holders, will result in the payment of all unsecured
claims in full within 12 months and permit the Debtor to exit
chapter 11 in the strongest position possible and poised for
success immediately.

The Comprehensive Lender Settlement was the product of extensive
and hard-fought negotiations through a mediation with The Honorable
United States Bankruptcy Judge Marvin Isgur. Based on the
Comprehensive Lender Settlement, MassMutual supports approval of
the Combined Plan and Disclosure Statement. The salient terms of
the Comprehensive Lender Settlement are summarized as follows:

   * The Debtor shall obtain a minimum $2,000,000 Cash infusion on
or before the Effective Date (the "Initial Cash Contribution").

   * On the Effective Date, the Debtor will:

     - pay MassMutual approximately $1,000,000 in satisfaction of
all accrued and unpaid interest at the non-default rate set forth
in the Loan Agreement;

     - deposit approximately $1,447,000 into the FF&E Reserve
Account; and

     - deposit $450,000 in a newly created capital reserve account
held by MassMutual.

   * The Initial Extended Loan Maturity is Dec. 31, 2023.  If
certain "soft covenants" are met under the terms of the Term Sheet,
the Extended Loan Maturity is March 31, 2025.

   * Any Prepayment Fee that may have accrued pre-Petition pursuant
to Section 2.5 of the Loan Agreement is permanently waived. Section
2.5 of the Loan Agreement shall remain in existence in accordance
with the original terms of the Loan Agreement and shall expire
pursuant to the original terms of the Loan Agreement
notwithstanding any maturity extensions.

   * Default interest allegedly accrued through the Effective Date
shall be treated as follows: (a) the Debtor and MassMutual have
agreed that default interest through the Effective Date is
liquidated and stipulated to be approximately $1.4 million4 (the
"Liquidated Default Interest"); (b) the Debtor shall make a Cash
payment to MassMutual of $500,000 of the Liquidated Default
Interest (the "Initial Default Interest") at the first of (i) the
Loan Maturity, (ii) a refinance of the Loan Obligations; or (iii) a
sale of the Debtor's assets; and (c) if the Debtor refinances the
Loan Obligations or sells substantially all of its assets for an
amount exceeding the Loan Obligations prior to the Extended Loan
Maturity, the Debtor and MassMutual have agreed to a split of the
proceeds which exceeds the Loan Obligations as detailed in the Term
Sheet. The parties agree that the Liquidated Default Interest shall
not accrue interest and that MassMutual's recovery of pre-Effective
Date default interest by any combination of the above shall be
limited to the Liquidated Default Interest amount.

   * The Debtor will pay interest at the non-default rate set forth
in the Loan Agreement from the Effective Date through the Loan
Maturity.

   * The Debtor will make payments of $25,000 per month, of which
approximately the first $253,0005 shall be deposited in and applied
to the outstanding amount required in the FF&E Reserve Account and
then further amounts applied to reduce outstanding principal due
under the Loan Agreement Amendment.

   * The Debtor's principal shall guaranty the Debtor's performance
under the Debtor's projections and subsidize any shortfalls. The
Debtor and MassMutual have negotiated detailed procedures governing
this process.

   * The Debtor's Equity Interest Holders shall pledge their equity
to MassMutual and shall only have such pledges released upon the
Debtor obtaining additional capital as set forth in the Term
Sheet.

   * The Debtor may elect to commence a Contingent Marketing
Program (as defined in the Term Sheet) for a sale of the Debtor's
assets pursuant to the terms specified in the Term Sheet.

In sum, the Comprehensive Lender Settlement will permit the Debtor
to continue operating its business, avoid the imposition of a
potential Prepayment Fee and substantial default interest, and
repay its secured loan to MassMutual on terms that provide
MassMutual with enhanced protections. The Comprehensive Lender
Settlement is in the best interests of the Debtor and its Estate
and the Debtor urges creditors to vote in favor of this Combined
Plan and Disclosure Statement.

In addition to the Comprehensive Lender Settlement, the Plan
includes payment of all other Claims in full over time and
assumption of most executory contracts, including the Hilton
Franchise Agreement and the Management Agreement.

Under the Plan, holders of Class 5 General Unsecured Claims will
receive payment in full of its Allowed General Unsecured Claim at
the later of (i) 12 months after the Effective Date with payments
to each General Unsecured Claim to be made monthly until paid in
full; and (ii) 10 days after the General Unsecured Claim becomes
Allowed.  For the avoidance of doubt, Allowed General Unsecured
Claims shall not include post-petition interest.  Class 5 is
impaired.

The Debtor or Reorganized Debtor shall fund its obligations under
the Plan as follows: (1) Debtor's existing working capital; (2) the
Initial Cash Contribution; and (3) future revenues generated by the
Debtor or Reorganized Debtor's Hotel business.

Attorneys for the Debtor:

     Eric M. English, Esq.
     Megan Young-John, Esq.
     Emily Nasir, Esq.
     PORTER HEDGES LLP
     1000 Main St., 36th Fl.
     Houston, Texas 77002

A copy of the Disclosure Statement dated Jan. 21, 2021, is
available at https://bit.ly/35gyUjy from PacerMonitor.com.

                 About ALH Properties No. Fourteen

ALH Properties No. Fourteen, LP, owner and operator of the Embassy
Suites Discovery Green hotel in Houston, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case. No.
21-31797) on May 31, 2021.  In the petition signed by Nick Massad,
Jr., president and general partner, the Debtor disclosed up to $50
million in both assets and liabilities.  

Judge David R. Jones oversees the case.

Porter Hedges LLP and The Claro Group, LLC serve as the Debtor's
legal counsel and financial advisor, respectively.

Massachusetts Mutual Life Insurance Company, as lender, is
represented by Charles A. Beckham, Jr., Esq., at Haynes and Boone,
LLP.


ALKHAIRY PROPERTIES: Taps Kevin Gerbers of Century 21 as Broker
---------------------------------------------------------------
Alkhairy Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Indiana to employ Kevin Gerbers,
a real estate broker at Century 21 Bradley, to market and sell its
real property in Indiana.

The firm will be paid a commission of 6.5 percent of the sales
price.

Mr. Gerbers 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.

Mr. Gerbers can be reached at:

     Kevin M. Gerbers
     Century 21 Bradley
     614 W. Berry Street
     Fort Wayne, IN 46802
     Tel: (260) 602-5546
     Email: kevinmgerbers@gmail.com

                     About Alkhairy Properties

Alkhairy Properties, LLC sought Chapter 11 protection (Bankr. N.D.
Ind. Case No. 19-10942) on May 24, 2019, listing up to $1 million
in assets and up to $50,000 in liabilities.  Judge Robert E. Grant
oversees the case.

R. David Boyer II, Esq., at Boyer & Boyer is the Debtor's legal
counsel.


ALPHA HOUSE: Claims Will be Paid from Property Sale Proceeds
------------------------------------------------------------
The Alpha House, Inc., and M Group Hotels, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Florida a Joint
Small Business Plan of Liquidation dated Jan. 18, 2022.

Alpha owns real estate located at 6945 Abbott Ave, Miami Beach,
Florida (the "Real Property").  Prior to the bankruptcy filings, M
Group operated the motel situated on the Real Property. M Group and
Alpha's business headquarters are located at the Real Property and
each is 100% owned by Matthieu Mamoudi.

With COVID-19's prolonged effect on the business from weeks, to
months, and now for more than one year, the borrowing by the
Debtors was problematic. The post-COVID-19 revenue stream could not
service the secured debt. In short, debt service was too great in a
COVID19 business world.

The Real Property is believed to be worth between $3,450,000.00 to
$3,700,000.  Liquidation of the same should provide resources to
pay the estimated principal debt of $2,679,271.

This is a plan of liquidation.  The Debtors' interest is to sell
the property in an effort to satisfy debt.

Class 6 consists of Unsecured General Claims against Alpha. After
fully satisfying classes 1-5, pay this class with any Alpha funds
remaining from the Closing.

Class 7 consists of Unsecured General Claims against M Group. If M
Group receives distributions from Alpha on account of M Group's
unsecured claim against Alpha or the Closing can attribute
Purchaser's payment to include collateral of M Group, those
proceeds shall be used to pay any allowed unpaid priority claims.

The General Unsecured Creditors hopefully will be paid in full
after payment of the parties ahead of them. Mamoudi will only
receive funds if the proceeds from the Closing satisfy all claims
in Priority and Classes 1-6 are fully paid.

Class 8 consists of Shareholder. If Alpha money remains after fully
paying classes 1-6, pay this class all remaining funds of Alpha. If
M Group money remaining after paying class 7, this class all
remaining funds of M Group.

This is a liquidating plan in which the proceeds from the sale of
the Real Property shall be used to pay the creditors at the time of
the Closing.

The Debtors shall use reasonable efforts to sell the Real Property
to a buyer for the highest possible price with a closing to occur
on or before September 30, 2022, unless otherwise extended by
mutual agreement of the Parties (the "Sale Deadline"). The Debtors
will keep Marianna and other secured creditors apprised of all
sales and marketing efforts and any and all offers.

This Plan seeks confirmation prior to the Closing on the Real
Property. Upon confirmation the following events shall occur or
continue: (a) Debtors pay Miami-Dade taxes on a 3-year
amortization, which will end upon the Closing; (b) Debtors shall
pay $4,996.00 a month to Marianna which will end upon the Closing;
and (c) Debtors shall pay $697.00 a month to First Home, which will
end upon Closing. In addition, the secured creditors and Debtors
have met and agreed upon a 2022 court-appointed Realtor to
represent Alpha to handle the sale of the Real Property. The sale
will be done without need of court approval because this Plan
incorporates the handling of the sale and escrowing funds from the
Closing.

At the Closing, the following will be immediately paid: (1)
customary closing costs; (2) realtors' commissions; (3) the balance
owed to administrative expenses; (4) the balance owed to Miami-Dade
County plus any prorated debt for 2022; and (5) the full principal
owed plus nondefault interest to Marianna. The remainder of the
Closing's funds shall be held in trust. A motion will then be
delivered to the Bankruptcy Court to determine the following: (1)
any difference owed to Marianna or First Home; (2) any amount to be
delivered to First Land; (3) if a difference remains, any
allocation to unsecured creditors and equity holders.
("Distribution Order") Such determination will be implemented upon
the Distribution Order becoming final and non-appealable.

A full-text copy of the Joint Plan of Liquidation dated Jan. 18,
2022, is available at https://bit.ly/3qWz0Fw from PacerMonitor.com
at no charge.

Counsel for Debtors:

     Robert C. Meyer, Esq.
     Robert C. Meyer, P.A.
     2223 Coral Way
     Miami, FL 33145
     Telephone: (305)285.8838
     Facsimile: (305)285.8919
     Email: meyerrobertc@cs.com

                     About The Alpha House

The Alpha House, Inc., owner of the M Boutique Hotel in Miami,
Fla., filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
21-12338) on March 11, 2021.  At the time of the filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities.  Judge Robert A. Mark oversees the case.

Affiliate M Group Hotels, Inc., filed for protection under Chapter
11 (Bankr. S.D. Fla. Case No. 21-13977) on April 26, 2021, listing
$10,820 in total assets and $2,643,737 in total liabilities on the
Petition Date.  Judge Laurel M. Isicoff is assigned to the case.

Both petitions were signed by Matthieu Mamoudi, president.  The
Debtors' cases are jointly administered, with The Alpha House's
case (Bankr. S.D. Fla. Case No. 21-12338) as the lead case.

The Debtors tapped Robert C. Meyer, PA to serve as legal counsel
and Alvin Hagerich, an accountant practicing in Hudson, Florida.


ALPHA LATAM: Inter-American Development Says Disclosures Inadequate
-------------------------------------------------------------------
The Inter-American Investment Corporation, on behalf of the
Inter-American Development Bank (collectively referred as "IDB"),
submits this limited response and reservation of rights (this
"Response" or "Limited Objection") with respect to the Disclosure
Statement Motion and Disclosure Statement of Alpha Latam
Management, LLC, et al.

IDB claims that the Debtors' Disclosure Statement currently falls
short of the required adequate information including with respect
to its rights and claims. As currently drafted, the Disclosure
Statement and Plan are inappropriately ambiguous concerning
significant information necessary to fully consider and assess the
Plan.

Indeed, meaningful and important details in the Plan and Disclosure
Statement remain in brackets for further modifications at some
future date. This lack of adequate information impedes the ability
to make an informed judgment about the merits of the Debtors'
proposed Plan and the Debtors' proposed treatment of its claims.

IDB recognizes that the Debtors may revise the Disclosure Statement
and Plan documents to provide additional information with respect
to the Plan. IDB reserves its rights to revise, amend, or
supplement this Limited Objection if and when that occurs. However,
at this time, there is not sufficient information regarding the
Debtors' proposed Plan and how it may affect the rights and claims
of IDB. Accordingly, the Court should deny the relief requested in
the Disclosure Statement Motion.

IDB has been in contact with the Debtors and their counsel about
the Disclosure Statement and its underlying documents, and intends
to continue to engage in communications with the Debtors to attempt
to resolve IDB's objections to the Disclosure Statement Motion.

IDB reserves all rights, including, without limitation: (i) the
right to revise, amend, or supplement this Limited Objection; (ii)
the right to object, appeal, or otherwise raise any arguments with
respect to the Disclosure Statement Motion and Disclosure
Statement; and (iii) the right to object, appeal or otherwise raise
any arguments with respect to the proposed Plan, including to
confirmation of the proposed Plan on any and all grounds.

Counsel to Inter-American Investment Corporation:

     CHIPMAN BROWN CICERO & COLE, LLP
     Robert A. Weber
     Hercules Plaza
     1313 North Market Street, Suite 5400
     Wilmington, Delaware 19801
     Telephone: (302) 295-0191
     Facsimile: (302) 295-0199
     Email: weber@chipmanbrown.com

         - and –

     HUNTON ANDREWS KURTH LLP
     Peter S. Partee
     200 Park Avenue
     New York, NY 10166
     Telephone: (212) 309-1000
     Facsimile: (804) 343-4558
     Email: ppartee@huntonak.com

     Dain A. De Souza
     333 SE 2nd Avenue, Suite 2400
     Miami, FL 33131
     Telephone: (305) 810-2500
     Facsimile: (305) 810-1690
     Email: ddesouza@huntonak.com

                 About Alpha Latam Management

Wilmington, Del.-based Alpha Latam Management, LLC, and its
affiliates operate a specialty finance business that offers
consumer and small business lending services to underserved
communities in Mexico and Colombia.

Alpha Latam Management and certain of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 21-11109) on Aug. 1, 2021,
disclosing assets of between $100 million and $500 million and
liabilities of between $500 million and $1 billion. Judge J. Kate
Stickles oversees the cases.

The Debtors tapped Richards, Layton & Finger, P.A., and White &
Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild&
Co Mexico S.A. de C.V. as investment bankers; and AlixPartners,
LLP, as financial advisor. Prime Clerk, LLC is the claims and
noticing agent and administrative advisor.

On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit
Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly
administered voluntarily filed proceeding pursuant to the Ley de
Concursos Mercantiles.  Through this proceeding, the Mexican
Debtors intend to pursue a controlled restructuring and possible
sale of their assets.


ALPHA LATAM: Unsecureds to Recover 8.9% to 12.5% in Plan
--------------------------------------------------------
Alpha Latam Management, LLC, et al., submitted a Chapter 11 Plan
and  Disclosure Statement.

The Plan contemplates the liquidation and dissolution of the
Debtors (except for ALM) and the resolution of all outstanding
Claims against and Equity Interests in such Debtors. After an
exhaustive marketing and sale process, the Bankruptcy Court entered
an Order (I) Authorizing and Approving the Sale of Substantially
all of the Assets of Certain of the Debtors Free and Clear of all
Liens, Claims, Encumbrances, and Interests; (II) Authorizing the
Assumption and Assignment of Certain Executory Contract and
Unexpired Leases in Connection Therewith; and (III) Granting
Related Relief, (the "Sale Order") approving a sale of the majority
of the loan portfolio and operational assets of Alpha Capital
S.A.S. and Vive Créditos Kusida S.A.S. (collectively, the
"Colombian Sellers") to CFG Partners Colombia SAS, free and clear
of all liens, Claims, Encumbrances, and Interests (as defined in
the Sale Order) (the "Sale" or "Sale Transaction"), in accordance
with the terms and conditions contained in that certain Asset
Purchase Agreement ("APA") between the parties, dated as of
November 4, 2021. The Debtors expect to close the Sale Transaction
at or prior to the Effective Date of the Plan.

Under the Plan, Class 4a Other Unsecured Claims totaling
$2,151,695. Each holder of an Allowed Other Unsecured Claim against
the Debtors will receive on the Plan Distribution Date, in full
satisfaction of its Allowed Other Unsecured Claim, its Pro Rata
Share of the beneficial interest in the Liquidating Trust,
entitling such holder to receive proceeds on account of such
interests. Creditors will recover 8.9% - 12.5% of their claims.
Class 4a is impaired.

The Debtors or Liquidating Trustee, as applicable, shall provide
Plan Distributions of cash and vesting of assets (other than the
liquidating trust assets) and contribution of liquidating trust
assets.

Co-Counsel to the Debtors:

     Mark D. Collins, Esq.
     John H. Knight, Esq.
     Brendan J. Schlauch, Esq.
     J. Zachary Noble, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square, 920 North King St.
     Wilmington, DE 19801
     Tel: (302) 651-7700
     Fax: (302) 651-7701
     E-mail: collins@rlf.com
             knight@rlf.com
             schlauch@rlf.com
             noble@rlf.com

          - and -

     John K. Cunningham, Esq.
     Richard S. Kebrdle, Esq.
     Amanda A. Parra Criste, Esq.
     WHITE & CASE LLP
     200 South Biscayne Blvd., Suite 4900
     Miami, FL 33131
     Tel: (305) 371-2700
     E-mail: jcunningham@whitecase.com
             rkebrdle@whitecase.com
             aparracriste@whitecase.com

     Philip M. Abelson, Esq.
     John J. Ramirez, Esq.
     Brett L. Bakemeyer, Esq.
     1221 Ave. of the Americas
     New York, NY 10020
     Tel: (212) 819-8200
     E-mail: philip.abelson@whitecase.com
             john.ramirez@whitecase.com
             brett.bakemeyer@whitecase.com

A copy of the Disclosure Statement dated Jan. 21, 2021, is
available at https://bit.ly/3rKsiRR from PacerMonitor.com.

                  About Alpha Latam Management

Wilmington, Del.-based Alpha Latam Management, LLC, and its
affiliates operate a specialty finance business that offers
consumer and small business lending services to underserved
communities in Mexico and Colombia.

Alpha Latam Management and certain of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 21-11109) on Aug. 1, 2021,
disclosing assets of between $100 million and $500 million and
liabilities of between $500 million and $1 billion.  Judge J. Kate
Stickles oversees the cases.

The Debtors tapped Richards, Layton & Finger, P.A., and White &
Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild&
Co Mexico S.A. de C.V. as investment bankers; and AlixPartners,
LLP, as financial advisor.  Prime Clerk, LLC is the claims and
noticing agent and administrative advisor.

On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit
Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly
administered voluntarily filed proceeding pursuant to the Ley de
Concursos Mercantiles.  Through this proceeding, the MexicanDebtors
intend to pursue a controlled restructuring and possible sale of
their assets.


AMERICAN AXLE: Egan-Jones Keeps B- Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2021, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by American Axle & Manufacturing Holdings Inc. EJR
also maintained its 'B' rating on commercial paper issued by the
Company.

American Axle & Manufacturing Holdings Inc. headquartered in
Detroit, Michigan, is an American manufacturer of automobile
driveline and drivetrain components and systems.



AMERICAN GREETINGS: Moody's Affirms B2 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed all the ratings of greeting
cards maker American Greetings Corporation including the company's
B2 Corporate Family Rating and B2-PD Probability of Default Rating.
Moody's also affirmed American Greetings' Ba3 senior secured first
lien credit facility ratings, consisting of a revolving credit
facility that matures in April 2023 and a senior secured term loan
that matures in April 2024, and the Caa1 rating of the senior
unsecured notes. The outlook is stable.

Moody's affirmed the ratings because slowly declining greeting card
volumes creates the need to raise prices, reduce costs and continue
to invest in new products to mitigate long-term revenue pressure.
Moody's also believes there is elevated event risk under private
equity ownership including acquisitions and shareholder
distributions. Moody's believes these factors will lead to higher
leverage. The company's currently low 3.0x debt-to-EBITDA leverage
and positive free cash flow provide good financial flexibility to
reinvest and manage the operating challenges in a mature industry.

The following ratings are affected by the action:

Affirmations:

Issuer: American Greetings Corporation

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD2)

Senior Secured Term Loan B, Affirmed Ba3 (LGD2)

Gtd Senior Unsecured Global Notes, Affirmed Caa1 (LGD5)

Outlook Actions:

Issuer: American Greetings Corporation

Outlook, Remains Stable

RATINGS RATIONALE

American Greetings' B2 CFR broadly reflects its narrow product
focus, exposure to the risks inherent in a mature and highly
competitive greeting card industry, characterized by declining
volume, low growth, and weak end customer loyalty. The company also
has high customer concentration. American Greetings' revenue has
declined over the past few years partially due to net customer
losses and sluggish retail traffic both in the US and UK markets.
However, the company's revenue reverted back to growth in the last
three quarters due to recent customer wins in the US and UK as well
as the sunset of prior year customer losses. Moody's anticipates
revenue growth in a low-single digit range over the next 12-18
months following the strong revenue growth in calendar 2021.
Moody's also expects the company to maintain EBITA margins between
14% and 15% despite higher freight costs and raw material cost
inflation in the next six to 12 months, supported by the company's
ongoing cost reduction efforts.

American Greetings' rating benefits from its solid market position
in the US and UK greeting card markets, where the company is one of
two leading providers. American Greetings benefits from relatively
stable demand for the company's products, primarily driven by
everyday life events and holidays. The company's ability to raise
prices to more than offset greeting card volume declines is likely
to wane over time, but continuing to broaden the product line and
increase digital celebrations offerings will minimize revenue
declines. The company has long-standing relationships with many of
its retail customers, supported by the highly profitable nature of
greeting cards for retailers and its long operating history of over
100 years.

Moody's expects the company's to maintain relatively strong credit
metrics in the next 12 to 18 months, including debt-to-EBITDA
leverage at approximately 3.0x and more than $90 million of free
cash flow generation in fiscal years ending February 2022 and 2023,
which provides the company good flexibility to reinvest in growth
and cost saving initiatives. Debt-to-EBITDA leverage would likely
be higher than 3.0x if the company pursues acquisitions or a
shareholder distributions, some combination of which Moody's views
as likely over the next two years. Free cash flow is bolstered by
the elimination of the $31 million preferred annual dividend due to
increasing LTM EBITDA above the dividend cessation level in the
preferred stock agreement.

All financial metrics cited reflect Moody's standard adjustments.

American Greetings has good liquidity, supported by $43 million of
cash as of November 26, 2021 and a fully available $250 million
revolving credit facility matures in April 2023. Moody's expects
the company to generate free cash flow of at least $90 million,
supported by stable cash flow from operation and modest capital
spending of around $30 million. The cash sources provide ample
coverage for $4.7 million of required first lien term loan
amortization payments. The company's revolving credit facility
contains a springing total secured leverage financial maintenance
covenant. The covenant will spring when average daily borrowings of
the revolver over the prior four quarters (including unreimbursed
drawn letters of credit) exceed the sum of 35% of the aggregate
facility amount (or $87.5 million). Moody's anticipates American
Greetings will maintain an ample cushion below the covenant's
maximum level. There are no financial maintenance covenants
applicable to the term loan. Moody's anticipates the company will
extend or refinance its ABL in advance of becoming current.

The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, the recovery is tenuous, and continuation will be closely
tied to containment of the virus. As a result, a degree of
uncertainty around Moody's forecasts remains. Moody's regards the
coronavirus outbreak as a social risk under Moody's ESG framework,
given the substantial implications for public health and safety.

Social factors are mixed for American Greetings, with cultural
traditions to send paper greeting cards a positive, but Moody's
believes the shift toward digital communications will continue to
lead to gradual volume declines and revenue erosion. However, the
company's online busines, AG Interactive, reported strong revenue
growth over the last two years, and should somewhat help mitigate
the shift to virtual from traditional paper cards.

Environmental factors are not significant credit considerations but
factors such as responsible sourcing and manufacturing,
particularly as it relates to the company's paper products, help
protect American Greetings' strong and valuable brand image.

Governance considerations relate to the company's financial
policies. Moody's views American Greetings' financial policies as
aggressive given its majority ownership by private equity
sponsors.

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

The stable outlook reflects Moody's expectations for low single
digit revenue and EBITDA growth over the next 12 to 18 months, and
that the company will generate at least $90 million of annual free
cash flow.

The ratings could be upgraded if the company demonstrates
consistent organic revenue growth with a stable or expanding EBITDA
margin, sustains retained cash flow-to-net debt above 12.5%,
maintains a more balanced financial policy with debt-to-EBITDA
sustained below 3.5x, and maintains good liquidity.

The ratings could be downgraded if the company's operating
performance weakens such as the loss of a major customer or volume,
or the company undertakes more aggressive strategic or financial
policies, which may include large leveraged acquisitions or sizable
distributions. Debt-to-EBITDA sustained above 5x, retained cash
flow-to-net debt sustained below 7.5% or liquidity weakens for any
reason could result in a downgrade.

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

American Greetings is a leading designer, manufacturer and
distributor of both everyday and seasonal greeting cards and other
social expression products, including gift packaging, party goods
and stationery products. In April 2018 private equity firm Clayton,
Dubilier, and Rice acquired a 60% majority stake in the company via
a $204 million preferred equity investment, with the Weiss family
(descendants of the founders) maintaining a 40% stake in the
business. The company is private and does not publicly disclose
financial information. American Greetings Corporation generated
revenue of approximately of $1.2 billion for the twelve month
period ended November 26, 2021.


APPALACHIAN BASIN: Case Summary & One Unsecured Creditor
--------------------------------------------------------
Debtor: Appalachian Basin Capital LLC
        213 Market Ave N, Suite 240
        Canton, OH 44702-1440

Chapter 11 Petition Date: January 24, 2022

Court: United States Bankruptcy Court
       Northern District of Ohio

Case No.: 22-60052

Judge: Hon. Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  ANTHONY J. DEGIROLAMO, ATTORNEY AT LAW
                  3930 Fulton Dr NW Ste 100B
                  Canton, OH 44718-3040
                  Tel: (330) 305-9700
                  Fax: (330) 305-9713
                  Email: tony@ajdlaw7-11.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Beule as member.

The Debtor listed Consumers National Bank as its only unsecured
creditor holding a claim of $760,000.

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

https://www.pacermonitor.com/view/QTBCVKY/Appalachian_Basin_Capital_LLC__ohnbke-22-60052__0001.0.pdf?mcid=tGE4TAMA


ASCENA RETAIL: District Court Attacks 3rd-Party Releases
--------------------------------------------------------
Vince Sullivan of Law360 reports that for the second time in two
months, a federal district court judge has attacked nonconsensual
third-party releases in Ascena Retail's Chapter 11 plan, again
bringing issues concerning this restructuring tool to the forefront
in a landscape that is becoming increasingly hostile to the
releases.

U.S. District Court Judge David J. Novak in the Eastern District of
Virginia on Jan. 13, 2022 remanded the Chapter 11 case of Ascena
Retail Group Inc., the former owner of Ann Taylor and other fashion
brands.  The decision was the latest to question the propriety of
releasing third-party claims against nondebtors.

                    About Ascena Retail Group

Ascena Retail Group, Inc. -- http://www.ascenaretail.com/-- was a
leading specialty retailer for women and girls. It operated a
portfolio of recognizable brands, which included Ann Taylor, LOFT,
Lane Bryant, Catherines, Justice, Lou & Grey, and Cacique.

On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities. At the time of filing, it had
approximately 2,800 stores in the United States, Canada, and Puerto
Rico serving more than 12.5 million active customers and employing
nearly 40,000 employees.

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

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

                           *    *    *

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

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

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


ASCENT RESOURCES: Fitch Affirms 'B' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed Ascent Resources Utica Holdings, LLC's
(Ascent) Issuer Default Rating (IDR) at 'B'. Fitch has also
affirmed the first lien credit facility at 'BB'/'RR1', the second
lien term loan at 'BB-'/'RR2' and the senior unsecured notes at
'B'/'RR4'. The Rating Outlook is Stable.

Ascent's rating reflects expectations of positive FCF over the
rating horizon, debt reduction, moderate leverage, above-average
production scale and adequate hedge book. These factors are offset
by a material maturity wall from 2024 to 2029 and relatively high
firm transportation costs, which results in netbacks slightly lower
than the median of its peers.

Fitch believes Ascent is able to access debt capital markets and
generate FCF to reduce refinancing risk, although acknowledges that
natural gas prices are volatile and debt capital markets can be
challenging at times. A positive rating action could occur if there
are material actions taken to address the upcoming maturity wall.

KEY RATING DRIVERS

Improving FCF Generation: Ascent generated $175 million of FCF over
the past nine quarters, according to Fitch calculations. Fitch
expects the company to be FCF positive over the rating horizon,
with the expectation that proceeds will be used for debt reduction.
Ascent is expected to maintain production in the 2.0 billion-2.2
billion cubic feet equivalent per day (bcfe/d) range, which should
allow for positive FCF at Fitch's base case prices. Further FCF
growth could be realized by lower firm transportation costs,
continued drilling and completion efficiencies, and interest
savings from debt reduction/refinancing.

Looming Debt Maturity Wall: Ascent's revolving credit facility is
due in 2024 and then has debt maturing in each year after to 2029.
Extending the revolver could require the company to address its
2025 and 2026 maturities ahead of time. Fitch believes the company
has access to debt capital markets and should be able to address
these maturities and reduce debt through FCF generation. Fitch
notes that natural gas prices are volatile and a swing to lower
prices combined with tighter lending conditions could make
refinancing more challenging. Fitch believes addressing these
maturities sooner are a key consideration for a ratings upgrade.

Mixed Operational Performance: Ascent's production grew at a rapid
pace from 2017 to 2019, and the company was able to reach its
production maintenance goal of approximately 2 bcfe/d in late-2019.
Historically low natural gas prices in early 2020 led to a
production curtailment, with production declining in double digits
in 4Q20 and 1Q21. Fitch expects Ascent to modestly increase capital
spending in 2022 to return to the mid-range goal of 2.0-2.2 bcfe/d.
Stronger natural gas price realizations supports the increase in
capital costs.

Netbacks Below Peer Average: Ascent generates strong realized
pricing compared with its peers, but this is more than offset by
higher operating costs due to high firm transportation costs and
higher interest costs. Although firm transportation costs are
relatively high, Fitch believes the company can meet these
volumetric commitments at current production levels. The various
contracts expire over time until 2032; therefore, Fitch does not
expect material savings in the near term. Lease operating expenses
continue to move lower and the repayment of debt should reduce
interest expense, which should help improve netbacks over time.

Protective Hedging Program: Ascent has currently hedged 70% of
expected 2022 production and 45% of 2023 production, which is below
rates of the previous year. Fitch believes that the hedging program
protects current capital spending and debt reduction plans given
the current pricing environment. A stronger hedging program could
be warranted if natural gas prices were to decline or access to
debt capital markets would become more challenging.

DERIVATION SUMMARY

Ascent's debt/EBITDA of 2.9x as of Sept. 30, 2021 is above other
peer rated entities, including Gulfport Energy Corporation
(B/Positive) at 1.2x and Comstock Resources (B/Positive) at 2.7x.

Ascent is a midsize natural gas producer with 3Q21 production of
1,979 mmcfed, which is larger than Gulfport (973 mmcfed), Comstock
(1,423 mmcfed), and CNX Resources (BB+/Stable). Production is well
below other 'BB' rated issues Chesapeake Energy (BB/Stable), EQT
Corporation (BB+/Stable), and Southwestern Energy (BB/Stable).

Ascent generated unhedged netbacks of $2.35/thousand cubic feet
equivalent (mcfe) in 3Q21, which is slightly below the median of
its peers. The company trails CRK, which has a significant cost
advantage resulting in a netback of $2.86/mcfe, Chesapeake, which
benefits from a higher liquids mix, at $3.25/mcfe, CNX at
$2.70/mcfe. And Gulfport at 2.68/mcfe. Ascent generates a
relatively high realized price compared with its peers, but this is
offset by higher firm transportation and interest costs.

KEY ASSUMPTIONS

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

-- A Henry Hub natural gas price of $3.25 per thousand cubic feet
    (mcf) in 2022, $2.75/mcf in 2023, and $2.50 over the long
    term;

-- A West Texas Intermediate oil price of $67/barrel (bbl) in
    2022, $57/bbl in 2023 and $50/bbl over the long term;

-- Production growing at high, single-digit increase in 2022 and
    relatively flat over the forecast horizon;

-- Fitch estimates an increase in capex in 2022 due to
    inflationary pressures;

-- FCF is expected to address debt reductions. No assumptions of
    dividends or acquisitions/divestitures.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes Ascent would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch assumed a
10% administrative claim.

Going-Concern (GC) Approach

Ascent's GC EBITDA assumption reflects Fitch's projections under a
stressed case price deck, which assumes Henry Hub natural gas
prices of $2.50/mcf in 2022, $1.65/mcf in 2023, and $2.25/mcf in
2024.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation. The GC EBITDA assumption uses 2024 EBITDA,
which reflects the decline from current pricing levels to stressed
levels and then a partial recovery coming out of a troughed pricing
environment.

An enterprise valuation/EBITDA multiple of 4.25x is applied to the
going-concern EBITDA to calculate a post-reorganization enterprise
value. The choice of this multiple considered the following
factors:

The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x to 7.0x, with an average of 5.2x and a
median of 5.4x;

Recent M&A transactions in the Appalachian Basin include: 1)
Southwestern acquired Montage Resources Corporation in August 2020,
which implied a 3.4x multiple on LTM EBITDA; 2) EQT acquiring Alta
Resources in 3Q21 at a 5.0x multiple (includes midstream assets);
and 3) Southwestern acquiring GEP Haynesville, LLC in December 2021
for a 2.9x 2022 estimated multiple.

Fitch uses a multiple of 4.25x to estimate a value for Ascent given
the recent recoveries in the sector.

Liquidation Approach

The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors. Fitch considers valuations, such as
SEC PV-10, or present value of estimated future oil and gas
revenue, net of estimated direct expenses discounted at an annual
discount rate of 10%, and M&A transactions for each basin including
multiples for production per flowing barrel, 1P reserves valuation,
value per acre and value per drilling location.

Recovery Waterfall

The revolver is assumed to be 90% drawn upon default, with the
expectation that commitments would be reduced during a
redetermination. The revolver is senior to the senior secured
second-lien term loans and the senior unsecured bonds in the
waterfall;

The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first-lien
revolver, a 'RR2' recovery for the second-lien term loan to reflect
explicit subordination to the revolver and a recovery corresponding
to 'RR4' for the senior unsecured guaranteed notes.

RATING SENSITIVITIES

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

-- Visible progress in extending revolver, second lien loan and
    near-term unsecured debt maturities;

-- Material FCF generation that is applied to debt reduction;

-- Mid-cycle debt/EBITDA reduction of below 2.5x

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

-- Inability to address revolver extension and near-term debt
    maturities;

-- Mid-cycle debt/EBITDA above 3.5x;

-- Reduction in production that does not support positive FCF
    generation;

-- Weakening of commitment to stated financial policy, including
    the hedging program.

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

Ascent had cash on hand of $6 million as of Sept. 30, 2021, and
$1.138 billion of availability under its RBL after $543 million of
borrowings and $169 million of letters of credit. The revolver
matures on April 1, 2024. The facility has two financial
maintenance covenants: a debt/EBITDA covenant in which the ratio
cannot be more than 4.0x and a current ratio covenant in which the
ratio cannot be less than 1.00 to 1.00. The company is incompliance
with both covenants.

The revolver is due in April 2024 and the company must negotiate
extending the maturity while addressing material, successive term
loan and senior notes maturities from 2025 to 2029. Fitch believes
the company currently has access to debt capital markets, and can
address these maturities through application of FCF to reduce debt
and refinancing opportunities.

ISSUER PROFILE

Ascent Resources Utica Holdings is one of the largest producers of
natural gas in the US in terms of daily productions and is focused
on exploring for, developing, producing and operating natural gas
and oil properties in the Utica Shale in the Appalachian Basin.

ESG CONSIDERATIONS

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


ASPIRITY: Investors Criticize Ex-Owner, Trustee
-----------------------------------------------
Jeffrey Meitrodt of Star Tribune reports that two years after
Aspirity Energy filed for bankruptcy, the trustee in charge of
liquidating the failed Minneapolis energy company had owner Tim
Krieger on a witness stand -- under oath.

But over the course of a nearly three-hour examination, Mr. Krieger
frustrated the veteran bankruptcy lawyer at nearly every turn.
Citing his Fifth Amendment right not to incriminate himself in any
criminal acts, Mr. Krieger refused to answer more than 300
questions, according to a transcript of the court-approved
interview.

The former national wrestling champion from Iowa State refused to
provide any details on his 30-year career as a commodities trader.
He declined to describe his role in a corporate restructuring that
allowed him to allegedly strip Aspirity of more than $20 million in
assets.

And he wouldn't shed any light on why he allegedly transferred
millions of dollars in cash to himself, his friends and other
company insiders, the transcript shows.

A year later, trustee Randall Seaver threw in the towel.  In August
2020, he agreed to dismiss his claims of fraud against Mr. Krieger
in exchange for $725,000, saying further litigation would likely be
fruitless because Krieger "has few remaining assets," court records
show.  Bankruptcy court Judge Kathleen Sanberg approved the
settlement a month later.

Now, Mr. Seaver is moving to make sure none of that money flows to
Aspirity's investors.  In late December 2021, he filed motions
objecting to $11 million in claims filed by more than 200
investors, saying there isn't enough money left to pay them a
cent.

Instead, the bulk of the settlement proceeds will go to lawyers who
worked on behalf of the bankrupt company for the past four years,
court records show.

Many of the company's largest investors, who individually hold
promissory notes worth as much as $500,000, are livid.

"I think the settlement was bogus," said Samuel Edison, a
California investor who lost $105,000.  "Randall Seaver didn't
protect the noteholders at all.  He openly said he didn't have
enough money to do a proper forensic accounting, so he accepted
Krieger's representations of his financial status."

Mr. Seaver declined to discuss the case. In a written response to
questions, Matthew Burton, one of Seaver's attorneys, noted that
hiring a forensic accountant would have been "expensive" and would
have "reduced the distribution available to creditors."  He also
noted that Seaver hired attorneys who are "well-versed at
conducting forensic discovery."

Mr. Krieger also declined to be interviewed directly.  He wrote
lengthy, profanity-laced answers to questions from the Star Tribune
over e-mail.

In them, he repeatedly denied wrongdoing and blamed most of
Aspirity's troubles on former company executives.

"I didn't take $18 million out of the business when it was on the
verge of going out of business," he said.  "All distributions were
proper."

The firm, which formed as Twin Cities Power in 2006, for a decade
reaped tens of millions in annual profits by trading futures
contracts on electricity. Krieger acknowledged making as much as $6
million a year.

"Why would I want to loot or destroy a company that I made so much
money on? That I worked so hard on? " Mr. Krieger said.  "The truth
is I loved that company and did everything I could to save it.  I
sold virtually all my assets and put in almost everything I had
trying to save it."

The investors who lost out aim their fire at both Krieger and the
team, led by Seaver, brought on to work out the debt.

Burton and the other attorneys altogether will be paid at least
$410,057 for their work on the case. Terry Gerth, an investor whose
family lost more than $360,000 in Aspirity, said he decided not to
hire his own forensic accountants to investigate Krieger after
finding out it would cost $25,000 to $50,000.

"Seaver seemed to drop the ball," Gerth said.

Barbara Young blamed the death of her longtime partner, James
Kelley, on Aspirity's collapse. Young and Kelley lost $559,000,
more than any other investor who has filed a claim, bankruptcy
records show.

"It was our whole life savings. Jim couldn't take it," said Young,
89, who lives in upstate New York. "Within a year, he was gone. He
just let himself go. He had nothing more to live for."

Krieger noted that Aspirity warned people that they could lose
everything by investing in the firm's unsecured subordinated notes,
a small-scale form of junk bonds. Krieger said the company even
returned $1 million to investors shortly before the board voted to
close the troubled firm in 2017.

"I'm sorry they lost their money, but nobody lost more than me,"
Krieger said.

Krieger blamed most of Aspirity's problems on the company's
decision to move primarily into the retail electricity business in
2015. In its first decade, Krieger said, the company lost money
just once. He said he earned $1 million to $6 million a year
through 2016, while the company posted gross profits of as much as
$40 million annually.

But the company stumbled when it moved into the retail side of the
business, selling power to homeowners in deregulated states. The
company lost $4.7 million in 2015 and another $12.9 million the
following year, when its revenues reached just $13.5 million.

The company's deteriorating finances led its auditors to issue a
"going concern" warning in 2016. Some investors are now suing the
auditors for not ringing the alarm bells sooner. In a class-action
lawsuit filed last year against Baker Tilly and Deloitte LLP,
investors claim the auditors aided and abetted the fraud.

In court filings this month, the auditors denied misrepresenting
the company's financials, saying they performed their jobs properly
and made sure all insider transactions were properly disclosed.

"As a public company, we had to do yearly and quarterly audits by
these well known, well respected and incredibly expensive firms,"
wrote Krieger, noting the firm sometimes spent more than $1 million
a year on audit fees. "So how did a dumb kid from Iowa (me)
outsmart and outwit the SEC, Baker Tilly, Deloitte, the bankruptcy
trustee for the state of Minnesota and all those investors? ... I
am either an incredibly deceitful mastermind ... or I'm innocent.
Which do you think it is?"

In his responses to the Star Tribune's questions, Krieger said he
sold his $1.1 million oceanfront home north of Seattle, plus a
$295,000 diamond and other assets, as he "desperately" tried to
save Aspirity. Corporate records show he made capital contributions
totaling $500,000 as the business was tanking.

But the trustee's lawsuit said Krieger transferred out more than
$20 million in corporate assets, including moving $3.5 million into
his personal bank account and another $516,000 to his former wife.
Seaver said the withdrawals wiped out Aspirity's cash reserves,
making it impossible for the company to pay its debts.

Using personal and corporate bank records, Seaver documented nearly
$10 million in unexplained transfers between 2015 and 2017, court
records show. Among the recipients are several of Krieger's
longtime friends and business associates.

Seaver said Krieger used the money to fund his "exceedingly lavish
lifestyle" and to "conceal and remove' the funds from the reach of
his creditors.

Krieger said most of the $10 million tracked by the trustee was
used to buy out his business partners or pay back personal loans.
He denied giving any corporate money to his ex-wife.

Considering the trustee's allegations, many investors don't
understand why Krieger has not been criminally charged for his
actions. Several investors said they complained to Minnesota
Attorney General Keith Ellison only to be referred to other
agencies, including the U.S. Securities and Exchange Commission and
the U.S. Department of Justice.

"Krieger was not held accountable," said Edward Shoop, a Vermont
investor who tried to get the Attorney General's Office to bring a
case against Krieger for fraud after losing $13,000. "He didn't go
to jail. Nobody held his feet to the fire."

Though the Minnesota Attorney General's Office has prosecuted
white-collar crimes in the past, the office now focuses on violent
crime after a series of budget cuts reduced the number of
prosecutors.

"What happened to these investors is unfortunate," said John
Stiles, a spokesman for Ellison. "The Attorney General's office
does not have criminal jurisdiction over this case, which our
office consistently explained to the investors ... Because the
federal government has criminal enforcement authority over alleged
cases of securities and investor fraud, especially for interstate
cases like this one where investors reside in multiple states, this
case may be ripe for a potential federal criminal prosecution."

The SEC and Justice Department declined to comment.

                    About Aspirity Energy

Headquartered in Minnetonka, Minnesota, Aspirity Energy, LLC, is in
the business of providing electricity to several thousand retail
customers. Aspirity Energy has been in business for approximately
two years.

Aspirity Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Minn. Case No. 17-41991) on June 30, 2017, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.  The petition was signed by Scott Lutz, president and
CEO.

Judge Kathleen H. Sanberg presides over the case.

Steven B. Nosek, Esq., at Steven Nosek, P.A., serves as the
Debtor's bankruptcy counsel.


ATHENAHEALTH GROUP: Fitch Rates New $2.5-Bil. Unsec. Notes 'CCC+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+'/'RR6' senior unsecured issue
rating to athenahealth Group Inc.'s proposed $2.5 billion new
senior unsecured notes. The notes are being issued in connection
with the acquisition of the company by Bain Capital and Hellman &
Friedman in a deal valued at $17 billion.

On Jan. 18, 2022, Fitch assigned athenahealth Group Inc. a 'B'
Long-Term Issuer Default Rating (IDR). The Rating Outlook is
Stable. In addition, on the same date, Fitch assigned a 'B+'/'RR3'
senior secured first lien issue rating to athenahealth's $5.75
billion term loan and $1 billion delayed draw term loan (DDTL)
issuances.

KEY RATING DRIVERS

Transaction Increases Leverage: On Nov. 22, 2021, athenahealth
announced it had entered into an agreement to be acquired by Bain
Capital and Hellman & Friedman for $17 billion. The transaction,
expected to close in 1Q22, is to be financed in part through the
issuance of a $5.75 billion 1L term loan B (Tlb), a $1 billion DDTL
to be undrawn at close, $2.5 billion in new senior unsecured notes,
and $2.36 billion of new preferred equity that Fitch does not treat
as debt of the rated entity under its "Master Corporate Rating
Criteria," and HoldCo PIK and Shareholder Loans adjustments.

Fitch estimates fiscal 2021 pro forma leverage of 9.2x, near the
upper 5.0x-11.5x range for Fitch-rated health care IT issuers in
the 'B' rating category. Fitch does not anticipate voluntary debt
prepayments under the new sponsors, and expects deleveraging to be
primarily dependent on top-line growth, as solid cost reduction
execution under prior ownership limits opportunities for further
margin expansion, supporting Fitch's forecast for a moderate
decline to 7.4x by fiscal 2023.

Continued Growth Momentum: athenahealth continues to exhibit a
strong growth profile after exiting the depth of the U.S.
lockdowns. As medical providers were forced to defer routine
elective and preventive visits during the peak of the pandemic in
Spring 2020, management accelerated sales and marketing efforts.
Providers used this downtime to invest in technology systems,
leading to strong new client growth that has continued into 2021.
In addition, the recovery in medical procedure volumes, along with
catch up on previously deferred procedures, supports Fitch's
forecast of 16% growth in fiscal 2021.

During the peak of the lockdowns, U.S. health care visits declined
50%-60%, moderating to a 25%-35% decline by early May 2020 as
reopening in the U.S. proceeded. Management responded to the
environment with the launch of a new telehealth offering and
virtual implementations for onboarding new customers. While
telehealth partially offset volume and revenue declines, in-person
visits quickly recovered to 90% of their pre-pandemic rate by Fall
2020, allowing the company to limit fiscal 2020 revenue declines to
3.5%. Fitch believes the growth momentum achieved exiting the peak
of the pandemic is reflective of athenahealth's strong competitive
positioning and management execution.

Secular Tailwinds: Fitch expects athenahealth to sustain its
reliable organic growth profile due to strong secular trends in
U.S. health care spending. The Centers for Medicare and Medicaid
Services (CMS) forecasts national health expenditure growth of 5.4%
per annum through 2028, due to longstanding trends in medical
procedure/drug cost and utilization growth. athenahealth's pricing
model results in strong correlation with the underlying secular
growth in U.S. health care spending.

Growth prospects are further supported by strong retention rates
resulting from high switching costs that include staff training,
implementation costs, business interruption risks and reduced
productivity when swapping vendors. Fitch believes that the secular
tailwinds and high switching costs produce a dependable growth
trajectory that benefits the credit profile.

Low Cyclicality: Closely related to the underlying health care
expenditure secular growth driver, Fitch expects athenahealth,
which has experienced positive growth in every year since its 2007
IPO, other than during the extraordinary environment experienced in
2020, to continue to exhibit low cyclicality for the foreseeable
future. Fitch believes the company's pricing model ensures strong
correlation to overall U.S. health care spending, which is highly
non-discretionary and has experienced uninterrupted growth since at
least 2000, according to CMS. As a result, Fitch believes
athenahealth will demonstrate a stable credit profile with little
sensitivity to macroeconomic cycles.

Evolving Target Customer Market: athenahealth has typically
targeted smaller, ambulatory practice sizes of less than 20
physicians with particular strength in the less than 10-physician
segment. Smaller providers face pressures as rising regulatory,
operating and legal costs have resulted in increased consolidation,
so that providers can operate at the scale needed to remain
profitable. According to the American Medical Association, the
percentage of physicians working in practices with 10 or fewer
physicians declined to 56.5% in 2018 from 61.4% in 2012,
potentially shrinking the target market.

However, despite this trend, Fitch believes athenahealth has ample
runway for continued growth, given a target market of 760,000
ambulatory physicians, many of whom use manual processes, outdated
legacy systems or under-scaled software vendors with limited
capabilities. In addition, the consolidation trend is partially
offset by an ongoing shift in the locus of care away from hospitals
and towards ambulatory settings, which have demonstrated improved
outcomes at lower cost, resulting in elevated growth for outpatient
care spend relative to inpatient spend.

DERIVATION SUMMARY

Fitch evaluates athenahealth under the pending transaction in which
the company will be acquired by Private Equity sponsors Bain
Capital and Hellman & Friedman for $17 billion from prior owners,
Veritas Capital and Evergreen Coast Capital. Fitch believes
athenahealth is well positioned under new ownership to build on its
history of strong growth and market share gains, given leading
product capabilities and competitive positioning.

In addition, Fitch expects continued stability in the credit
profile as athenahealth benefits from a clear, reliable growth path
with a pricing and revenue model that creates close correlation to
the underlying secular growth in U.S. health care expenditures.
Fitch expects the correlation to persist, given strong client
retention rates, high switching costs, robust sales efforts, and a
history of share gains. As a result, Fitch expects athenahealth to
exhibit minimal cyclicality and durable resistance to economic
cycles.

Fitch compares athenahealth to HCIT peers in the 'B' rating
category including, revenue cycle management (RCM) providers
nThrive (B-/Stable) and Waystar (B-/Stable), given similar product
categories, ownership structures, elevated leverage metrics and
capital structures. The transaction, which increase total funded
debt from the $4.6 billion outstanding currently to $8.25 billion,
leads to Fitch's estimate for fiscal 2021 pro forma leverage of
9.2x, near the upper 5.0x-11.5x range for Fitch-rated all covered
health care IT issuers in the 'B' rating category.

The following factors benefit athenahealth:

1) Rapid growth with a four-year historical revenue CAGR of 12.5%,
and Fitch's forecast of future high-single to low double-digit
growth, compared to mid-single digit growth rates for peers;

2) As margins are close to optimized in the mid to high 40's for
the noted peer set, athenahealth's topline growth rates result in a
deleveraging pace that is nearly twice the rate of peers;

3) athenahealth is likely to sustain superior liquidity with access
to a $1 billion RCF, cash levels forecast to reach $700 million by
fiscal 2023, and coverage ratios approaching 3.0x, compared to $150
million-$200 million RCFs, cash levels below $100 million and
coverage ratios below 2.5x for peers;

4) athenahealth is approximately four times the revenue scale,
leaving it less vulnerable to potential deteriorations in capital
markets or macro conditions;

5) athenahealth maintains a leading competitive position in the
targeted small ambulatory practice niche, while nThrive and Waystar
face greater threats from competition as relatively small players
that go to market with a broad-based approach rather than targeting
a niche;

6) While athenahealth may pursue bolt-on M&A to enhance
capabilities, the company's strategy is not dependent on
acquisitions compared to peers, which have relied on large-scale,
debt-funded M&A in pursuit of their growth strategies.

Across Fitch's HCIT coverage, athenahealth's favorable long-term
prospects, FCF generation capability, consistent execution, and
strong positioning relative to competitors are indicative of a
stronger credit profile than suggested by leverage alone. As such,
Fitch believes athenahealth's distance to default is further than
peers, warranting a notching of the rating to 'B'.

No Country Ceiling had an impact on the rating. Fitch applied the
updated parent/subsidiary linkage criteria (Dec. 1, 2022) to the
prior rated entities and determined that all rated entities should
be assigned the same IDR; the criteria no longer applies under the
pro forma structure. No operating environment aspects had an impact
on the rating.

Fitch also evaluated the $2,360 million of preferred equity
issuance under its HoldCo PIK and Shareholder Loans adjustments
contained within its "Master Corporate Rating Criteria" and
determined that the issuance is not treated as debt of the rated
entity due to the following considerations: 1) the issuer of the
preferred equity, Minerva Holdco, Inc. does not provide a guarantee
to the Borrower, athenahealth Group Inc., and is outside of the
restricted group; 2) the terms of the preferred equity provide only
for a PIK dividend with no cash-pay option; and 3) the preferred
equity is perpetual and this matures after the rated entity debt.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that athenahealth would be
    reorganized as a going-concern in bankruptcy rather than
    liquidated.

-- Fitch has assumed a 10% administrative claim.

-- Fitch has assumed a 2.5% concession payment from the first
    lien lenders to holders of the unsecured notes.

Going-Concern (GC) Approach

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which it bases the enterprise
valuation (EV). Fitch contemplates a scenario in which acquisition
integration challenges and salesforce disruption impair growth,
margin expansion and thus debt-servicing ability.

In addition, Fitch assumes the DDTL would be drawn in a leverage
neutral transaction that targets a bolt-on acquisition to support
the product strategy, while adding incremental EBITDA as well. As a
result, Fitch expects that athenahealth would likely be reorganized
with reduced debt outstanding, a similar product strategy and
higher than planned levels of operating expenses as the company
reinvests to ensure customer retention and defend against
competition.

Under this scenario, Fitch believes revenue growth would slow
significantly to low- to mid-single digits per annum with EBITDA
margins declining such that the resulting going-concern EBITDA is
approximately 16%, below Fitch forecast 2021 EBITDA pro forma for
the DDTL issuance and assumed associated transaction.

An EV multiple of 7.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered a number of factors.

Comparable Reorganizations: In the 13th edition of its "Bankruptcy
Enterprise Values and Creditor Recoveries" case study, Fitch noted
seven past reorganizations in the technology sector, where the
median recovery multiple was 4.9x. Of these companies, only two
were in the software subsector: Allen Systems Group, Inc. and
Aspect Software Parent, Inc., which received recovery multiples of
8.4x and 5.5x, respectively. Fitch believes the Allen Systems
Group, Inc. reorganization is highly supportive of the 7.0x
multiple assumed for athenahealth given the mission critical nature
of both companies' offerings.

M&A Multiples: A study of M&A in the health care IT industry from
2015 to 2020 that included an examination of 42 transactions
involving RCM providers established a median EV/EBITDA transaction
multiple of 15x. The 2019 acquisition of athenahealth was completed
at a transaction multiple in the low teens, not including
synergies, while the newly announced acquisition would represent a
multiple of 21x. More recent comparable M&A such as the buyouts of
Waystar and eSolutions continue to support similarly rich
transaction multiples.

The recovery model implies a 'B+' and 'RR3' Recovery Rating for the
company's first-lien senior secured facilities, reflecting Fitch's
belief that lenders should expect to recover 51%-70% in a
restructuring scenario. The recovery model also implies a 'CCC+'
and 'RR6' Recovery Rating for the company's senior unsecured notes,
reflecting Fitch's belief that lenders should expect to recover
0%-10% in a restructuring scenario.

KEY ASSUMPTIONS

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

-- Transaction: acquisition of athenahealth by Bain and H&F
    closes in 1Q22 and is financed by the issuance of a $1 billion
    1L undrawn RCF, a $5.75 billion 1L TLb, a $1 billion 1L
    undrawn DDTL, $2.5 billion of new senior unsecured notes, and
    $2.36 billion of new preferred equity;

-- Revenue: growth of mid-teens in 2021 due to new client growth
    momentum, recovery in procedure volumes post pandemic,
    followed by high single-digit growth thereafter due to
    supportive secular tailwinds;

-- Margins: EBITDA margin expansion of 150bps due to remaining
    synergy achievement, new cost reduction actions and lapping of
    one-time consulting and pandemic-related costs;

-- Capex: capital intensity increasing to 9%-10%.

RATING SENSITIVITIES

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

-- (Cash flow from operations -- capex)/total debt with equity
    credit sustained above 6.5%;

-- Reduction in debt leading to total debt with equity
    credit/operating EBITDA sustained below 5.5x;

-- Revenue growth consistently in excess of Fitch's forecasts;

-- Strengthened competitive positioning and increased scale.

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

-- (Cash flow from operations -- capex)/total debt with equity
    credit sustained below 3%;

-- Total debt with equity credit/operating EBITDA sustained above
    7.5x;

-- Revenue declines resulting from market share losses or
    deterioration in competitive position.

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

Fitch expects athenahealth to maintain abundant liquidity
throughout the forecast horizon given strong free cash flow
margins, a highly variable cost structure, and moderate liquidity
requirements resulting from a short cash conversion cycle. Pro
forma for the transaction, liquidity is expected to be comprised of
the $1 billion undrawn RCF and a minimum $100 million readily
available cash balance.

Liquidity is further supported by Fitch's forecast for nearly $550
million in aggregate FCF over 2022-2023. Fitch forecasts steady
growth in liquidity to over $1.6 billion over the ratings horizon
due to accumulation of FCF and the expectation for the RCF to
remain undrawn.

ISSUER PROFILE

athenahealth is a leading provider of cloud based electronic health
care record (EHR) and RCM software and technology enabled solutions
to over 350,000 health care providers.

ESG CONSIDERATIONS

athenahealth, Inc. has an ESG Relevance Score of '4' for Financial
Transparency due to quarterly and annual reporting and discussion
that provide less detail than the average issuer, the absence of an
annual audited report in fiscal 2018 as was permitted under the
prior credit agreement, and limited access to management, which has
a negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.

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


ATHENAHEALTH GROUP: Moody's Rates New Sr. Unsecured Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to athenahealth
Group Inc.'s proposed $2,500 million senior unsecured notes. All
other ratings, including the B3 Corporate Family Rating and B2
senior secured rating, are unchanged. The stable outlook also
remains unchanged.

On January 18, 2022, Moody's assigned a B3 CFR to athenahealth and
a B2 rating to the new senior secured credit facilities as part of
the LBO by Hellman & Friedman, Bain Capital and GIC.

Assignments:

Issuer: athenahealth Group Inc.

Senior Global Notes, Assigned Caa2 (LGD5)

RATINGS RATIONALE

athenahealth's B3 CFR reflects the company's extremely high
leverage and aggressive financial policies. Pro forma for the
transaction and planned cost savings, athenahealth's leverage is
estimated at around 10x debt/EBITDA (Moody's adjusted and expensing
software development costs), or if excluding unactioned cost
savings, leverage can be viewed as around 11x. The rating is also
constrained by the highly competitive nature of the electronic
health record (EHR) software market and the rapidly changing
regulatory environment for the healthcare industry and increasing
scrutiny of EHR software.

Governance considerations are credit negative. The company's
private equity ownership, the fragmented nature of the market, and
the presence of delayed draw term loan in the capital structure
indicate that athenahealth is likely to supplement organic growth
with debt-funded acquisitions. Such a financial policy would likely
sustain high leverage. In addition, given the company's sizable
preferred equity, Moody's believes that over time athenahealth will
have incentives to refinance the instrument with debt, further
raising leverage.

Social considerations are also material to the credit. As a
provider of software to the healthcare industry, data breaches or
non-compliance with government regulations could expose
athenahealth to reputational risk, fines, or unfavorable legal
judgements.

athenahealth benefits from its leading market position as a top 3
provider within the EHR market with revenue of around $1.9 billion
in the last twelve months ended September 30, 2021. The mission
critical nature of athenahealth's software and services, as well as
the differentiated product portfolio support longstanding customer
relationships and result in high gross and net retention rates
above 95% and 100%, respectively (for athenaOne product). The
company generates the majority of its revenue by charging a
percentage of payments collected by athenahealth on behalf of its
clients, which combined with strong retention rates provide good
revenue and free cash flow predictability.

Favorable industry trends such as ambulatory market growth, a drive
to efficiently manage the business processes of healthcare
providers and rising healthcare cost, as well athenahealth's
product innovation will buoy the company's revenue and EBITDA
growth. Moody's expects strong revenue growth in the high single to
low teens digit percent range in 2022. Stable margins will allow
athenahealth to reduce its leverage to below 9x in the year
following the close, absent new material acquisitions.

athenahealth's liquidity is considered very good, supported by
expected cash balances of approximately $100 million upon the close
of the transaction, expectations for annualized free cash flow
generation of around $280 - $300 million over the next 12 months,
and an undrawn $1 billion revolver due 2027. The revolver is
expected to have a springing first lien net leverage covenant that
would be triggered at 35% revolver utilization. Moody's expects
that athenahealth will maintain ample cushion under this covenant
for at least the next 12 months.

The stable outlook reflects Moody's expectation for continued
organic revenue and EBITDA growth in the high single to low teens
digit percent range. Expected organic EBITDA growth, driven in part
by cost cutting measures, in conjunction with mandatory debt
repayment should enable the company to de-lever to below 9x in the
year following the close of the transaction and maintain free cash
flow to debt in excess of 3%.

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

The ratings could be upgraded if athenahealth is expected to
maintain a more conservative financial strategy, with leverage
sustained below 7.5x and free cash flow to debt expected to be
above 5%.

The ratings could be downgraded if organic revenue or EBITDA
decline, liquidity weakens materially, or Moody's expects free cash
flow to be negative on other than a temporary basis.

The Caa2 rating on the $2,500 million senior unsecured notes, two
notches below the B3 CFR, reflects the debt's contractual
subordination in right of payment to the first lien credit
facilities.

Headquartered in Watertown, MA, athenahealth Group Inc. is a
leading provider of network-based electronic health records,
revenue cycle management, patient management, care coordination,
and population health software and services to healthcare
providers. The company generated revenues of around $1.9 billion in
the LTM ended September 30, 2021. Following the close of the
transaction, the company will be majority owned by Hellman &
Friedman, Bain Capital and GIC, with minority equity interest held
by Veritas Capital, Evergreen Coast Capital and management.

The principal methodology used in this rating was Software Industry
published in August 2018.


ATHENAHEALTH GROUP: S&P Rates New $2.5BB Unsecured Notes 'CCC'
--------------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issue-level and '6' recovery
ratings to electronic health records and revenue cycle management
solutions provider athenahealth Group Inc.'s new $2.5 billion
senior unsecured notes issued as part of athenahealth's acquisition
by private equity firms Bain Capital and Hellman & Friedman from
Veritas.

The '6' recovery rating on the proposed notes reflects S&P's
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of default. Its 'B-' issuer credit rating and other
issue-level ratings on athenahealth already incorporate this
issuance.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- athenahealth's capital structure pro forma for new issuance
will consist of a $1 billion revolving credit facility, $5.75
billion term loan B, $1 billion delayed-draw term loan B facility,
$2.5 billion unsecured notes, and $2.36 billion of preferred
equity.

-- S&P's simulated default scenario assumes a payment default in
2023 due to increased competition and a failure to retain
customers, combined with a service disruption. The health care IT
(HCIT) solutions market is highly fragmented with numerous midsize
to large competitors, so the company would have to continue to
invest in research and development to stay competitive.

-- S&P values the company as a going concern because it believes
that following a payment default, it would likely reorganize rather
than liquidate to maximize value to creditors.

-- S&P applies a 6.5x multiple (consistent with other HCIT peers)
to an estimated distressed exchange emergence EBITDA of $828
million to estimate gross recovery value of about $5,384 million.

-- For S&P's analysis, it considers that the company's
delayed-draw term loan will be fully drawn in the year of default.

Simulated default assumptions

-- Simulated year of default: 2023
-- EBITDA at emergence: $828 million
-- EBITDA multiple: 6.5x
-- LIBOR at default: 2.5%

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $5,115
million

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

-- Collateral value available to first-lien debt: $5,115 million

-- Total first-lien debt: $7,765 million

    --Recovery expectations: 50%-70% (rounded estimate: 65%)

-- Collateral value available to unsecured debt: $0

-- Total unsecured claims: $5,218 million

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

All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.


BAY PLACE CONDOMINIUM: Gets Interim OK to Hire Paragon as Counsel
-----------------------------------------------------------------
Bay Place Condominium Association, Inc. received interim approval
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ Paragon Law, LLC to serve as legal counsel in its Chapter
11 case.

The firm's services include:

   a. advising the Debtor with respect to its powers and duties in
the continued management and operation of its business and
properties;

   b. attending meetings and negotiating with representatives of
creditors and other parties-in-interest and advising the Debtor on
the conduct of the case, including all of the legal and
administrative requirements of operating in Chapter 11;

   c. advising the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;

   f. providing advice to the Debtor with respect to legal issues
arising in or relating to its ordinary course of business;

   g. taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtor may be
involved and objections to claims filed against the estate;

   h. preparing legal papers;

   i. negotiating and preparing a plan of reorganization,
disclosure statement and all related documents, and taking any
necessary action to obtain confirmation of such plan;

   j. attending meetings with third parties and participating in
negotiations;

   k. appearing before the bankruptcy court, any appellate courts,
and the U.S. trustee; and

   1. performing all other necessary legal services for the
Debtor.

Kristopher Aungst, Esq., the firm's attorney who will be providing
the services, charges an hourly fee of $450.  

The Debtor paid Paragon Law the sum of $8,262 and will reimburse
the firm for out-of-pocket expenses incurred.

Mr. Aungst 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:

     Kristopher Aungst, Esq.
     Paragon Law, LLC
     2000 S. Bayshore Dr., Suite 11
     Miami, FL 33133
     Tel: (305) 812-5443
     Email: ka@paragonlaw.miami

              About Bay Place Condominium Association

Bay Place Condominium Association, Inc. filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 22-10223) on Jan.
12, 2022, disclosing as much as $1 million in both assets and
liabilities. The Debtor is represented by Kris Aungst, Esq., at
Paragon Law, LLC.


BAYTEX ENERGY: Egan-Jones Keeps B Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on December 20, 2021, maintained its
'B' foreign currency and local currency senior unsecured ratings on
debt issued by Baytex Energy Corporation.

Baytex Energy Corp. is an oil and gas corporation based in Calgary,
Alberta.



BENNETT ROSA: Trustee Seeks to Hire Rincon Law as Counsel
---------------------------------------------------------
Christopher Hayes, the Chapter 11 trustee for Bennett Rosa, LLC,
received approval from the U.S. Bankruptcy Court for the Northern
District of California to employ Rincon Law, LLP to serve as legal
counsel in its Chapter 11 case.

The firm's services include:

   a. advising the trustee regarding his duties under the
Bankruptcy Code;

   b. advising the trustee regarding his report and recommendation
under the Bankruptcy Code, and assisting in the formulation and
filing of a Chapter 11 plan;

   c. advising the trustee regarding cash collateral issues;

   d. assisting the trustee in the investigation, collection and
liquidation of assets of the Debtor's estate;

   e. advising the trustee regarding any transfers that may be
avoidable under the provisions of the Bankruptcy Code;

   f. representing the trustee in litigation;

   g. assisting the trustee with the filing of objections to
claims; and

   h. attending court hearings as necessary.

The hourly rates charged by the firm's attorneys are as follows:

     Charles P. Maher           $550 per hour
     Gregg S. Kleiner           $550 per hour
     Jeffrey L. Fillerup        $550 per hour
     Michael A. Issaacs         $550 per hour

The firm will also seek reimbursement for its out-of-pocket
expenses.

Charles Maher, Esq., a partner at Rincon Law, 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:

     Charles P. Maher, Esq.
     Rincon Law, LLP
     268 Bush Street, Suite 3335
     San Francisco, CA 94104
     Tel: (415) 840-4199
     Fax: (415) 680-1712
     Email: cmaher@rinconlawllp.com

                         About Bennett Rosa

Bennett Rosa, LLC, a company based in San Mateo, Calif., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Calif. Case No. 21-30623) on Sept. 3, 2021, disclosing up to
$50,000 in assets and up to $10 million in liabilities.  Judge
William J. Lafferty oversees the case.

The Law Offices of David A. Boone serves as the Debtor's legal
counsel.

Christopher Hayes, the Chapter 11 trustee appointed in the Debtor's
case, is represented by Charles P. Maher, Esq., at Rincon Law, LLP.


BOTTOMLINE TECHNOLOGIES: Egan-Jones Keeps B- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2021, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by Bottomline Technologies DE Inc. EJR also
maintained its 'B' rating on commercial paper issued by the
Company.

Headquartered in Portsmouth, New Hampshire, Bottomline Technologies
(DE), Inc. provides collaborative payment, invoice, and document
automation solutions to corporations, financial institutions, and
banks worldwide.



BROOKDALE SENIOR: Egan-Jones Keeps C Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 23, 2021, maintained its
'C' foreign currency and local currency senior unsecured ratings on
debt issued by Brookdale Senior Living Inc. EJR also maintained its
'CC' rating on commercial paper issued by the Company.

Brookdale Senior Living Solutions owns and operates retirement
homes across the United States. The company, established in 1978
and is based in Brentwood, Tennessee, is the largest operator of
senior housing in the United States, with over 60,000 residents.



BROOKLYN IMMUNOTHERAPEUTICS: Appoints Two New Board Members
-----------------------------------------------------------
The board of directors of Brooklyn ImmunoTherapeutics, Inc.
appointed Heather B. Redman and Erin S. Enright as new directors
with immediate effect to fill the existing vacancy on the Board and
the new vacancy resulting from the increase in the Board's size.  

Each of Ms. Redman and Ms. Enright will serve as a member of the
Board until the Company's 2022 annual meeting of stockholders and
until her successor is duly elected or appointed and qualified or
her earlier death, resignation, retirement, disqualification or
removal.  The Board appointed Ms. Redman to serve as a member of
the Compensation Committee and the Nominating and Corporate
Governance Committee, and the Board appointed Ms. Enright to serve
as the Chair of the Audit Committee and as a member of the
Nominating and Corporate Governance Committee.

Ms. Redman has served as a managing partner of Flying Fish
Partners, a venture capital firm investing in early-stage
artificial intelligence companies, since 2016.  Ms. Redman is a
director and a member of the Audit and Finance Committees of PPL
Corporation (NYSE: PPL), an energy company.  From 2014 to 2017, she
served as vice president of Business Operations and general counsel
of Indix Corporation, a big data artificial intelligence firm.  Ms.
Redman was a principal and senior vice president of Summit Power
Group, a developer of large-scale energy products, from 2001 to
2014.  She holds a B.A. in English and Russian from Reed College
and a J.D. from Stanford Law School.

Ms. Enright has served as a managing member of Prettybrook Partners
LLC, a family office dedicated to investing in healthcare
companies, since 2012.  She previously served as president and
owner of Lee Medical Corporation, a medical device manufacturer,
from 2004 to 2013 and as chief financial officer of InfuSystem
Holdings, Inc. (NYSE American: INFU), a provider of infusion pumps
and related services, from 2005 to 2007.  From 1993 to 2003 Ms.
Enright was with Citigroup, where she was a managing director in
its Equity Capital Markets group.  Ms. Enright has been a director,
the Chairman, the Chair of the Nominating and Governance Committee,
and a member of the Audit and Compensation Committees of
Dynatronics Corporation (NASDAQ: DYNT), a medical device company,
since June 2015, and a director, the Chair of the Investment
Committee and a member of the Audit Committee of Medical Facilities
Corporation (TSX: DR), owner of a diverse portfolio of surgical
facilities in the United States since November 2018.  She holds an
A.B. in Public and International Affairs from the School of Public
and International Affairs at Princeton University and a J.D. from
the University of Chicago Law School.

There are no arrangements or understandings between either of Ms.
Redman or Ms. Enright and any other person pursuant to which either
of Ms. Redman and Ms. Enright was appointed as a director of the
Company.  The Board has determined that each of Ms. Redman and Ms.
Enright is independent under the applicable rules of the Securities
and Exchange Commission and the Nasdaq Stock Market.

Each of Ms. Redman and Ms. Enright will participate in the standard
non-employee director compensation arrangements pursuant to the new
policy for newly elected directors, upon their respective
appointments to the Board.  Each of Ms. Redman and Ms. Enright
received a grant under the Company's Restated 2020 Stock Incentive
Plan of a non-qualified stock option to acquire 67,000 shares of
the Company's common stock, par value $0.005 per share, which
option has an exercise price equal to the fair market value per
share of Common Stock, as determined under the 2020 Plan, and,
subject to continued service on the Board, vests in an initial
installment of 22,336 shares on the first anniversary of the grant
date and subsequent monthly installments of 1,861 through the
three-year anniversary of the grant date.  The Company also expects
to enter into its standard director indemnification agreement with
each of Ms. Redman and Ms. Enright.

                 About Brooklyn ImmunoTherapeutics

Brooklyn ImmunoTherapeutics (formerly NTN Buzztime, Inc.) is
biopharmaceutical company focused on exploring the role that
cytokine, gene editing, and cell therapy can have in treating
patients with cancer, blood disorders, and monogenic diseases.

NTN Buzztime reported a net loss of $4.41 million for the year
ended Dec. 31, 2020, compared to a net loss of $2.05 million for
the year ended Dec. 31, 2019.  As of June 30, 2021, the Company had
$64.71 million in total assets, $29.53 million in total
liabilities, and $35.18 million in total stockholders' and members'
equity.

San Diego, California-based Baker Tilly US, LLP, the Company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 11, 2021, citing that the Company incurred a
significant net loss for the year ended Dec. 31, 2020 and as of
Dec. 31, 2020 had a negative working capital balance, and does not
expect to have sufficient cash or working capital resources to fund
operations for the twelve-month period subsequent to the issuance
date of these financial statements.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


BROWNIE'S MARINE: Preannounces Record FY-2021 Revenue of $6.1M
--------------------------------------------------------------
Brownie's Marine Group, Inc. announced certain preliminary
unaudited financial results for the Q4-2021 and FY-2021.

   * The Company expects Q4-2021 total revenue of approximately
$1.900 million, up 104.3% compared with $0.930 million in Q4-2020.

   * The Company expects FY-2021 total core revenue of
approximately $6.122 million, up 52.5% compared with $4.016 million
in core revenue for FY-2020.  (FY-2020 core revenue is calculated
with the removal of a one-time sale of the BLU3 ventilator program
to the U.S. Military for $570,060 during FY-2020).

"We continue to grow revenues throughout all of our business
divisions, and especially in the sales of Blu3, Inc.'s Nomad and
Nemo recreational units," said Chris Constable, CEO of Brownie's
Marine Group, Inc.  "When we announce our fully audited year-end
numbers later in March, we'll go into further details of the
different business units and margins, but for now, we wanted to
share with our shareholders the good news about the overall sales
numbers."

"I am proud of our team for pushing ahead in what has been a
challenging operating environment for everyone in regard to the
various supply chain and logistics issues," said Robert Carmichael,
Chairman of Brownie's Marine Group, Inc.  "We look forward to a
prosperous FY-2022 in what will hopefully be a less volatile
business environment."

                      About Brownie's Marine

Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., is the parent company to a family of innovative brands with a
unique concentration in the industrial, and recreational diving
industry.  The Company, together with its subsidiaries, designs,
tests, manufactures, and distributes recreational hookah diving,
yacht-based scuba air compressors and nitrox generation systems,
and scuba and water safety products in the United States and
internationally.  The Company has three subsidiaries: Trebor
Industries, Inc., founded in 1981, dba as "Brownie's Third Lung";
BLU3, Inc.; and Brownie's High-Pressure Services, Inc., dba LW
Americas. The Company is headquartered in Pompano Beach, Florida.

Brownie's Marine reported a net loss of $1.35 million for the year
ended Dec. 31, 2020, a net loss of $1.42 million for the year ended
Dec. 31, 2019, and a net loss of $1.30 million for the year ended
Dec. 31, 2018.  As of Sept. 30, 2021, the Company had $5.11 million
in total assets, $2.40 million in total liabilities, and $2.71
million in total stockholders' equity.


BUCKEYE TECHNOLOGIES: Egan-Jones Keeps B+ Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Buckeye Technologies Inc.

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
manufactures and markets specialty cellulose and absorbent
products.



CAESARS ENTERTAINMENT: Egan-Jones Keeps CCC Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2021, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by Caesars Entertainment Corporation. EJR also
maintained its 'C' rating on commercial paper issued by the
Company.

Headquartered in Las Vegas, Nevada, Caesars Entertainment
Corporation provides entertainment, gaming, and lodging services.



CAESARS HOLDINGS: Egan-Jones Keeps CCC LC Sr. Unsecured Rating
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2021, maintained its
'CCC' local currency senior unsecured rating on debt issued by
Caesars Holdings, Inc. EJR also maintained its 'C' rating on LC
commercial paper issued by the Company.

Headquartered in Las Vegas, Nevada, Caesars Holdings, Inc. operates
as a gaming company.



CAMP RIM ROCK: Unsecureds Will be Paid in Full by 2026
------------------------------------------------------
Camp Rim Rock, LLC, submitted a Chapter 11 Plan of Reorganization
and a Disclosure Statement.

The Debtor's primary assets consist of three separately parceled
properties of almost 500 acres in the aggregate on which the camp
operates. The Debtor's other assets consist of other things used at
or in connection with the camp, including horses, tractors and
vehicles, a variety of sports and hobby equipment, kitchen
equipment and other machinery and equipment used in connection with
the camp-related operations.

Class 3 - General Unsecured Claims are impaired.  On or prior to
September of 2026, which is after the Debtor will have paid in full
all Administrative Claims, Priority Tax Claims, Priority Wage
Creditor Claims and Priority Deposit Creditor Claims and after the
conclusion of the Debtor's 2026 camp season, the Debtor shall pay
all Unsecured Claims of parties, who are not Related Parties, the
full amount of their allowed Unsecured Claim. The Claims of holders
of Unsecured Claims who are Related Parties shall retain their
claims, which shall not be settled, satisfied, released or
discharged under this Plan, and can be enforced after September of
2026.

The funds necessary for the implementation of the Plan shall be
from the Reorganized Debtor's operations.

Attorney for the Debtor:

     David B. Smith, Esq.
     SMITH KANE HOLMAN, LLC
     112 Moores Road, Suite 300
     Malvern, PA 19355
     Tel: (610) 407-7216
     Fax: (610) 407-7218 Fax
     E-mail: dsmith@skhlaw.com

A copy of the Disclosure Statement dated Jan. 21, 2021, is
available at https://bit.ly/3IwEXi2 from PacerMonitor.com.

                      About Camp Rim Rock

Camp Rim Rock, LLC -- https://camprimrock.com/ -- is an overnight
camp for girls. The activities include horseback riding, performing
arts, aquatics, arts & crafts, sports, and other camp activities.

Camp Rim Rock, LLC, based in Bryn Mawr, PA, filed a Chapter 11
petition (Bankr. E.D. Pa. Case No. 20-14692) on December 9, 2020.
In its petition, the Debtor was estimated $1 million to $10 million
in both assets and liabilities. The petition was signed by Joseph
Greitzer, a sole member.  

The Honorable Magdeline D. Coleman presides over the case. SMITH
KANE HOLMAN, LLC, serves as bankruptcy counsel to the Debtor.


CARETRUST REIT: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDR) of CareTrust REIT, Inc. (NASDAQ: CTRE) and its operating
subsidiary CTR Partnership L.P., including the unsecured debt
ratings at 'BB+'. The Rating Outlook is Stable.

The affirmation and Stable Outlook reflect Fitch's view that CTRE's
long-term credit profile remains unchanged despite the effects of
the coronavirus pandemic on skilled nursing facilities (SNFs) and
senior housing (SH), and that there is significant headroom in key
metrics to withstand rental non-payments and lease amendments in
the interim.

Further deteriorations in operating fundamentals due to new, or
existing COVID-19 variants, and larger than anticipated reduction
in rental revenues could cause CTRE's leverage to sustain above
Fitch's negative sensitivities, which could lead to negative
ratings momentum without sufficient offsetting actions.

KEY RATING DRIVERS

Meaningful Leverage Headroom: CTRE maintains significant headroom
for leverage to sustain below 5.0x, the level which Fitch views as
more consistent with a lower IDR. Fitch believes that the issuer
will deploy additional levers to stabilize and reduce leverage if
rent reliefs materially affect leverage metrics such as jointly
marketed dispositions of both the property and operations. If rent
relief causes leverage to sustain above Fitch's negative
sensitivities without any offsetting steps by the issuer, Fitch may
revise the ratings and/or Outlook. CTRE's financial policy is
leverage sustaining between 4.0x and 5.0x. Fitch estimates leverage
in 3Q21 was 3.7x.

Tenant Concentration Balanced by Healthy Portfolio Lease Coverage:
The top five tenants represent 64% of annualized base rent (ABR) at
3Q21 and is a significant concentration for a healthcare REIT. If
one or more of these major tenants are unable to honour their
leases, this could materially impact CTRE's credit quality. CTRE
has collected 99% of rent and interest collections through 3Q21.

The tenant concentration is balanced by a healthy portfolio-level
lease coverage (EBITDAR coverage at 2.0x excluding HHS funds for
the TTM ended June 30, 2021; 2.3x including HHS funds). CTRE's
outsized exposure to The Ensign Group, Inc. (Ensign; 33% of ABR at
3Q21) enhances the above-average portfolio level coverage ratio.
Ensign has a healthy EBITDAR coverage of 3.6x (excluding HHS funds)
for the TTM ended June 30, 2021.

Mixed Operator Performance in Non-Ensign Properties: Fitch views
the issuer's underwriting track record to be mixed due to sustained
operator performance in some non-Ensign properties as new leases
have been at lower coverage ratios. Fitch estimates that EBITDAR
coverage of non-Ensign properties for the TTM ended June 30, 2021
excluding HHS funds was 1.2x (1.6x including HHS funds).

For the TTM ended June 30, 2021, approximately 25% of tenants and
All Other Tenants comprising 17% of rents had EBITDAR lease
coverage ratios at 1.2x or lower (excluding HHS funds), a level
Fitch views most at-risk if the current SNF recovery stalls and/or
reverses. Lease coverage ratios for skilled nursing portfolios have
been in secular decline due to changes in Medicare and Medicaid
reimbursement rates, growth in labor costs, shift of care to lower
cost settings, and fixed rent escalators. Fitch's Ratings Case
assumes that a 25% permanent cut in rents may be necessary to
stabilize the rents for approximately 40% of the operators in the
long run, which equates to a permanent rent reduction of 10%
starting in 2022.

Uncertain Recovery Pace and Trajectory for SNFs: Fitch's Rating
Case projections do not explicitly assume the effects of additional
virus variants and any additional government relief beyond what has
been committed to date, but instead assesses degree of leverage
headroom for CTRE to withstand additional declines. While the
Omicron variant uncertainty is looming over the industry,
vaccination and boosters are also rising across the country and
hospitalizations are relatively modest relative to previous waves.
CTRE occupancy rates at 3Q21 are 72%, up from pandemic lows of 67%
in 1Q21, but below pre-pandemic levels of 78% in 1Q20. Fitch
assumes SNF occupancy levels to return to pre-coronavirus levels by
mid-2023.

Fitch views the federal and state government's consistent support
of the SNF sector through the pandemic positively. Fitch believes
that the latest disbursement of $25.5 billion of federal government
funding will help operators combat liquidity issues until SNF
occupancy reaches breakeven levels, such that operators can sustain
themselves without government support.

Labor issues add an additional risk to the stabilization in
operator cashflows. Already elevated labor costs during the
pandemic have not eased as bonuses paid at the start of the
pandemic have been replaced by higher underlying wages and
continued use of higher-cost sources of labor (e.g. agencies). Some
SNF operators have noted ability to source labor has also been a
constraint on occupancy growth due to staffing requirements. SNFs
do not have short-run pricing power to pass through cost inflation
due to the reliance on government payors.

Long-Run SNF Rental Income Risk Profile Intact: Fitch views the
long-term rental income risk profile of CTRE's skilled nursing
portfolio to be relatively unchanged by the COVID-19 pandemic.
Fitch believes SNFs will continue to retain their place in the U.S.
health care system since certain complex post-acute care and needs
driven care will continue to be best delivered in a SNF setting.
Fitch believes that the current declines in occupancy rates are
temporary and expects operating fundamentals to rebound to
pre-coronavirus levels driven by long-term demographic tailwinds.

DERIVATION SUMMARY

CTRE's ratings reflect the issuer's strong financial metrics,
above-average operator lease coverage and unsecured borrowing
strategy. The ratings also reflect the issuer's moderately
diversified portfolio of triple-net leased healthcare real estate
properties and long-lease maturity profile (weighted average
remaining term of 11.5 years at 3Q21). Most of CTRE's assets are
unencumbered, which provides the issuer with contingent liquidity
to encumber its assets periods of stress and repay its debt
maturities. The ratings are constrained, however, by the issuer's
focus on skilled nursing facilities (SNFs), regional and tenant
concentration and below average capital access.

CTRE has a similar leverage policy compared to its SNF-focused
peers Omega Healthcare Investors (OHI; BBB-/Stable) and Sabra
Health Care REIT Inc. (SBRA; BBB-/Stable). Both OHI and SBRA have
more established access to capital markets, stronger underwriting
performance, and lower tenant concentration relative to CTRE.

CTRE is comparable with National Health Investors Inc. (NHI;
BBB-/Stable) in size, as a smaller cap healthcare REIT. NHI,
however, has a more diversified portfolio across property types and
tenants. Both REITs maintain 4x-5x leverage targets, have
above-average lease coverage ratios, and have long-dated but
concentrated debt maturity profiles.

Ventas, Inc. (VTR; BBB+/Negative) and Healthpeak Properties, Inc.
(PEAK; BBB+/Stable) are rated higher than narrowly-focused
healthcare REIT peers due to the issuers' diversified and
high-quality portfolios, conservative financial policies and
above-average access to capital. The Negative Outlook for Ventas,
however, reflects Fitch's expectation for leverage to be above the
5x-6x range that they have historically operated in as a result of
the coronavirus pandemic.

Healthcare Realty Trust Inc.'s (HR; BBB+/Stable) and Physicians
Realty Trust's (DOC; BBB/Stable) medical office building portfolios
benefit from highly durable operating cash flows that are
strengthened by secular tailwinds including higher healthcare
spending as well as the shift of medical procedures to outpatient
and community-based settings. This positively differentiates them
from CTRE's SNF and senior housing portfolio, which face
significant headwinds.

Fitch rates the IDRs of the parent REIT and subsidiary operating
partnership on a consolidated basis using the weak parent/strong
subsidiary approach and open access and control factors - based on
the entities operating as a single enterprise with strong legal and
operational ties.

Recovery Ratings: In accordance with Fitch's Recovery Rating (RR)
methodology, Fitch rates the CTRE's senior unsecured debt
'BB+'/'RR4', which is in line with the company's IDR. The 'RR4'
reflects average recovery prospects for the senior unsecured debt
holders in a distressed scenario.

KEY ASSUMPTIONS

-- Contractual annual rent escalators for the triple-net
    portfolio based on the CPI through 2024;

-- Fitch assumes a reserve for permanent rent reductions within
    operating EBITDA equal to 10% of rental revenues starting in
    2022;

-- Net acquisitions of $250 million annually in 2022-2024;

-- Dividend increases of 6% to 7.5% annually in 2022-2024;

-- Equity proceeds of $75 million-$125 million annually in 2022-
    2024.

RATING SENSITIVITIES

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

-- Fitch's expectation of net debt/recurring operating EBITDA
    sustaining below 4.0x;

-- Fitch's expectation of CTRE demonstrating long-term cash flow
    stability from its underwritten acquisitions and ability to
    manage troubled tenants through the cycle;

-- Fitch's expectation of CTRE demonstrating more established
    access to capital comparable to investment grade-rated peers;

-- Fitch's expectation of CTRE continuing to diversify its
    property base reducing tenant and industry concentration
    without changing its credit profile.

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

-- If the coronavirus pandemic recovery slows down, stalls or
    reverses such that Fitch expects net debt/recurring operating
    EBITDA sustains above 5.0x without a timely restoration;

-- Further pressure on operators through legislation revisions
    that result in lower coverages or other changes in regulatory
    framework;

-- Further secular pressure that results in a reduction in demand
    and/or profitability for operator services;

-- Fitch's expectation of REIT fixed-charge coverage (recurring
    operating EBITDA adjusted for straight line rents and
    maintenance capex relative to interest and preferred
    dividends) sustaining below 2.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates CTRE's sources of liquidity
(unrestricted cash, availability under the revolving credit
facility, as well as retained cash flow from operations) are
sufficient to cover its uses (debt maturities, committed
development expenditures and maintenance capex) through 2023. The
issuer maintained $520 million of capacity on its $600 million
unsecured revolving credit facility at September 30, 2021.

CTRE has elevated bullet maturity risk due to the small number of
issues outstanding. Long-dated concentrated debt maturities are
quite common for smaller REITs and result in higher bullet maturity
risk in later years. The company's revolving credit facility
matures in 2024 (12% of total debt, assuming the company exercises
the two six-month extension options), its term loan in 2026 (29%)
and its unsecured notes in 2028 (59%).

Fitch views CTRE's relative access to capital to be weaker and less
established when compared with investment-grade REITs. The issuer's
smaller capitalization also may make it less relevant to debt and
equity investors during less-liquid capital market environments.
Demonstrating consistent and appropriate access to a variety of
different capital sources is a hallmark of higher-rated REIT
issuers. CTRE's most recent debt capital markets event was the
issuance of its $400 million senior unsecured notes due 2028 in the
private debt market, the proceeds of which were used to redeem $300
million unsecured notes due 2025 and to pay down a portion of its
revolving credit facility. The issuer also has a $500 million
at-the-market (ATM) program, of which $477 million remains
available at 3Q21.

Strong Contingent Liquidity: Fitch estimates that unencumbered
assets cover unsecured net debt (UA/UD) by 2.7x using a 10.5%
stressed cap rate at Sept. 30, 2021, which is above the 2.0x
typical of investment-grade REITs. Fitch views contingent liquidity
as an important ratings consideration as it allows the company to
encumber its assets during periods of liquidity stress and access
the secured mortgage market to service its debt maturities.

Fitch notes that CTRE's net UA/UD is closer to 2.0x at a 10.5%
stressed cap rate if CTRE's leverage is between its target 4x-5x
range. CTRE's Leverage at 3Q21 is 3.7x.

ISSUER PROFILE

CareTrust REIT is a health care REIT that owns skilled nursing
facilities (71% of ABR at 3Q21), multi-service campuses (16%) and
senior housing assets (13%).

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.


CF INDUSTRIES: Egan-Jones Keeps BB+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by CF Industries Holdings Inc.

Headquartered in Deerfield, Illinois, CF Industries Holdings, Inc.
manufactures and distributes nitrogen and phosphate fertilizer
products globally.



CHS/COMMUNITY HEALTH: Fitch Corrects Jan. 20 Ratings Release
------------------------------------------------------------
Fitch Ratings issued a correction of a release on CHS/Community
Health Systems, Inc., published Jan. 20, 2022.  It corrects the
Issuer Default Rating for CHS to 'B-' from 'B'.

The amended ratings release is as follows:

Fitch Ratings has assigned a 'BB-'/'RR1' rating to the senior
secured notes being issued by CHS/Community Health Systems, Inc., a
subsidiary of Community Health Systems, Inc. (B-/ Stable), herein
and collectively, CHS. Fitch expects the proceeds will be used to
refinance a similar amount of pari passu debt.

KEY RATING DRIVERS

Improving Financial Flexibility: CHS's operating margins lagged
peers for several years following the acquisition of rival hospital
operator Health Management Associates, LLC (HMA) in late 2014, but
the company has recently improved profitability. This was
accomplished through a portfolio pruning and repositioning program
that concluded in 2020, and an ongoing cost rationalization program
focused on the remaining hospitals and associated care delivery
assets. Although near-term inflationary pressure on labor and
supplies could put upward pressure on operating expenses, Fitch
expects most of the recent improvements to be durable and forecasts
a 13%-14% operating EBITDA margin.

Balance Sheet De-Risked: CHS encountered the pandemic with a highly
leveraged balance sheet despite the company's efforts to reduce
debt since the HMA acquisition by repaying more than $3 billion of
debt using the proceeds of the divestiture program and completing
two transactions that Fitch determined were distressed debt
exchanges in June 2018 and December 2019.

The business disruption effects of the pandemic put further upward
pressure on leverage, but CHS took advantage of favorable capital
market conditions to continue progress in de-risking the balance
sheet. The company extended the debt maturity schedule and lowered
cash interest expense through debt tenders and refinancing
transactions completed in 2020-2021.

Coronavirus Business Disruption Manageable: CHS's hospitals
experienced a surge in COVID-19 patients during 3Q21 due to the
emergence of the Delta variant and the Omicron variant may pose a
temporary threat to labor availability. Fitch believes COVID-19
cases are a headwind to profitability for healthcare providers
because of staffing requirements and some disruption to elective
patient cases, but thinks that CHS has sufficient headroom in the
'B-' rating to continue to absorb the effect of the pandemic on
operations. This is predicated on an assumption that the potential
for further government-mandated shutdowns and business disruption
related to spiking COVID-19 patient volumes will not significantly
disrupt the recovery in elective patient volumes that began in
mid-2020.

Cash Generation Enables Sufficient Investment: Healthcare providers
are increasingly focused on building good depth of care delivery
assets in geographic markets in order to boost share of patients,
which in turn enhances pricing power in negotiations with
commercial health insurers. CHS's improved profitability and lower
cash interest expense will result in cash from operations (CFO)
sufficient for CHS to spend 3%-4% of revenue on capex, which is a
level that Fitch believes is appropriate to address maintenance
needs while continuing to build networks of care delivery assets in
CHS's remaining hospital markets.

Benign Regulatory Environment: A 2021 U.S. Supreme Court decision
that left the Affordable Care Act (ACA) intact is a credit positive
for healthcare providers, including CHS. Under the Trump
administration, the ACA was a target of legal challenges, but the
Biden administration has demonstrated via executive orders that it
intends to protect and strengthen the ACA and Medicaid programs.

Fitch believes the ACA has had a slightly positive effect on the
financial profile of healthcare issuers. Census data from 2019
reported that 8.5% of Americans are without health insurance, down
about 500bp from before the ACA's insurance expansion took effect,
but up for the first time since 2008. Uninsured patients are a
headwind to profitability since they contribute to the cost of
uncompensated care for healthcare providers.

DERIVATION SUMMARY

CHS's 'B-' IDR reflects the company's recently improved although
still limited financial flexibility with high gross debt leverage
relative to peers and positive but slim cash generation. High
leverage reflects a legacy operating profile focused on rural and
small suburban hospital markets that were facing secular headwinds
to organic growth. A pivot toward faster growing and more
profitable markets is boosting profitability closer to higher rated
industry peers HCA Healthcare Inc. (HCA; BB+/Stable), Tenet
Healthcare Corp. (THC; B/Positive) and Universal Health Services
Inc. (UHS; BB+/Stable).

In applying Fitch's Parent and Rating Subsidiary Linkage Criteria,
Fitch assesses the entities on a consolidated basis believing that
the subsidiary is stronger than the parent due to relative
proximity to the assets and cashflows but that ring-fencing is
limited, the parent effectively controls the subsidiary and due to
the guarantee structure.

KEY ASSUMPTIONS

-- Revenue growth of 4%-5% annually (2% patient volume growth and
    2%-3% pricing growth);

-- Operating EBITDA margin of about 14%;

-- Capex equals 3%-4% of annual revenues;

-- FCF is negative in 2021 and 2022 as CARES Act Advanced
    Medicare Payments and deferred payroll taxes unwind;
    thereafter FCF margin of about 2%;

-- No change to gross debt or equity issuances/repurchases;

-- Leverage (total debt/EBITDA) of 7.4x at the end of 2021 and
    gradually declining through the forecast period due to EBITDA
    growth.

RATING SENSITIVITIES

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

-- CHS maintains leverage (total debt/EBITDA after associate and
    minority dividends) at 7.0x or below;

-- CHS sustains CFO after capex to total debt sustained at or
    above 2.5%.

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

-- CHS maintains leverage (total debt/EBITDA after associate and
    minority dividends) at 8.0x or above;

-- CFO after capex to total debt is flat to negative.

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 During Pandemic: CHS has maintained a
comfortable liquidity cushion during the pandemic-related business
disruption. Sources of liquidity include $1.3 billion of cash on
hand at Sept. 30, 2021 and $728 million of availability under the
$1 billion asset-based lending (ABL) facility, with about $108
million of letters of credit outstanding.

ABL availability is subject to a borrowing base calculation. The
company's debt agreements do not include financial maintenance
covenants. Following recent refinancing transactions, the debt
maturity schedule is improved. The next significant maturity is the
$1.5 billion of senior secured notes due 2025 that are expected to
be refinanced via the proposed issuance.

Liquidity has been supported by funding received through the CARES
Act including grant funding, accelerated Medicare payments and
deferred payroll taxes. Fitch does not expect the unwinding of
these government funded liquidity bolsters to strain CHS's
financial profile in 2021-2022.

Debt Issue Notching: Fitch's recovery assumptions result in a
recovery rate for CHS's first-lien, senior secured debt, which
includes the ABL and $8.2 billion senior secured notes, within the
'RR1' range to generate a three-notch uplift to the debt issue
ratings from the IDR, to 'BB-'/'RR1'. The $3.2 billion senior
secured junior priority notes are notched down by two to reflect
estimated recoveries in the 'RR6' range, to 'CCC'/'RR6', and the
$767 million senior unsecured notes are notched down by three, to
'CCC-'/'RR6' to reflect estimated recoveries in the 'RR6' range and
structural subordination of these notes relative to the prior
ranking junior priority secured notes. Fitch assumes that CHS would
draw $700 million on the ABL prior to a bankruptcy scenario and
includes that amount in the claims waterfall.

Fitch estimates an enterprise value (EV) on a going concern (GC)
basis of $8.8 billion for CHS, after a deduction of 10% for
administrative claims. The EV assumption is based on
post-reorganization EBITDA after payments to noncontrolling
interests of $1.4 billion and a 7.0x multiple. Fitch's post
reorganization EBITDA estimate assumes ongoing deterioration in the
business is offset by corrective measures taken to arrest the
decline in EBITDA after the reorganization.

The GC EBITDA estimate is about 20% lower than Fitch's 2021
forecasted EBITDA and considers the attributes of the acute care
hospital sector including a high proportion of revenue (30%-40%)
generated by government payors, exposing hospital companies to
unforeseen regulatory changes; the legal obligation of hospital
providers to treat uninsured patients, resulting in a high
financial burden for uncompensated care, and the highly regulated
nature of the hospital industry.

The 7.0x multiple employed for CHS reflects a history of
acquisition multiples for large acute care hospital companies with
similar business profiles as CHS in the range of 7.0x-10.0x since
2006 and the average public trading multiple (EV/EBITDA) of CHS's
peer group (HCA, UHS and THC), which has fluctuated between
approximately 6.5x and 9.5x since 2011.

ISSUER PROFILE

CHS is the third largest for-profit operator of acute care
hospitals in the U.S. measured by revenue. The company operates 82
general acute care hospitals and two stand-alone rehabilitation or
psychiatric hospitals. CHS's hospitals offer a variety of services
involving a broad range of inpatient and outpatient medical and
surgical services.

ESG CONSIDERATIONS

CHS has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to societal and regulatory pressures to constrain
growth in healthcare spending in the U.S. This dynamic has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

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


CINEMARK HOLDINGS: Egan-Jones Cuts Senior Unsecured Ratings to CC
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Cinemark Holdings Inc. to CC from CCC. EJR also
maintained its 'C' rating on commercial paper issued by the
Company.

Cinemark Holdings, Inc. is an American movie theater chain that
started operations in 1984 and since then it has operated theaters
with hundreds of locations throughout the Americas and in Taiwan.
It is headquartered in Plano, Texas, in the Dallas–Fort Worth
area.



CLEAN HARBORS: Egan-Jones Keeps BB- Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 16, 2021, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Clean Harbors Inc.

Headquartered in Norwell, Massachusetts, Clean Harbors, Inc.
provides hazardous and non-hazardous material management and
disposal services.



COLDWATER DEVELOPMENT: Trustee Seeks OK to Hire LEA Accountancy
---------------------------------------------------------------
Sam Leslie, the Chapter 11 trustee for Coldwater Development, LLC
and Lydda Lud, LLC, seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ LEA Accountancy,
LLP as his accountant.

The firm's services include:

   a. reviewing the Debtors' prior tax returns, petition and
estates' documents related to the liquidation of the estates'
assets and the transactions attendant thereto;

   b. assisting the Debtors in recovering and reconstructing their
accounting records, if necessary;

   c. reviewing and analyzing the estates' financial transactions,
reconciling the Debtors' books and records, and preparing financial
projections and analysis of any disclosure statement and Chapter 11
plan;

   d. reviewing and analyzing the estates' financial transactions
to determine the appropriate treatment for tax purposes;

   e. assisting the trustee in the preparation and filing of the
required tax returns;

   f. communicating with taxing authorities;

   g. assisting the Debtors in obtaining the required tax clearance
for the estates' tax returns; and

   h. performing other accounting services and addressing other tax
matters, which may be required by the trustee.

The firm will be paid at hourly rates ranging from $195 to $395 and
will be reimbursed for its out-of-pocket expenses.

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

The firm can be reached at:

     Marianna Falco
     LEA Accountancy, LLP
     1130 South Flower Street, Suite 312
     Los Angeles, CA 90015
     Tel: (213) 368-5000

                    About Coldwater Development

Los Angeles-based Coldwater Development, LLC and its affiliate
Lydda Lud, LLC filed Chapter 11 petitions (Bankr. C.D. Calif. Lead
Case No. 21-10335) on Jan. 15, 2021. In the petitions, both Debtors
disclosed $50 million to $100 million in assets and $10 million to
$50 million in liabilities.  Judge Sheri Bluebond presides over the
cases.

Arent Fox, LLP serves as the Debtor's bankruptcy counsel.

Sam S. Leslie is the Chapter 11 trustee appointed in the Debtors'
cases.  David Seror, Esq., at Brutzkus Gubner and LEA Accountancy,
LLP serve as the trustee's legal counsel and accountant,
respectively.


COMMUNITY HEALTH: Unit Prices $1.5B Senior Secured Notes Offering
-----------------------------------------------------------------
Community Health Systems, Inc. announced that its wholly owned
subsidiary, CHS/Community Health Systems, Inc., has priced an
offering of $1,535.0 million aggregate principal amount of its
5.250% Senior Secured Notes due 2030.  The sale of the Notes is
expected to be consummated on or about Feb. 4, 2022, subject to
customary closing conditions.

The Issuer intends to use the net proceeds of the Notes Offering to
redeem all of its outstanding 6.625% Senior Secured Notes due 2025
and to pay related fees and expenses.

The Notes are being offered in the United States to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the
Securities Act. The Notes have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

                About Community Health Systems Inc.

Community Health Systems, Inc. -- http://www.chs.net-- is publicly
traded hospital company and an operator of general acute care
hospitals in communities across the country.  The Company, through
its subsidiaries, owns or leases 83 affiliated hospitals in 16
states with an aggregate of approximately 13,000 licensed beds.
Healthcare services are also provided in more than 1,000 outpatient
sites of care including affiliated physician practices, urgent care
centers, freestanding emergency departments, imaging centers,
cancer centers, and ambulatory surgery centers.  The Company's
headquarters are located in Franklin, Tennessee, a suburb south of
Nashville. Shares in Community Health Systems, Inc. are traded on
the New York Stock Exchange under the symbol "CYH."

As of Sept. 30, 2021, the Company had $15.67 billion in total
assets, $16.67 billion in total liabilities, $493 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, and a total stockholders' deficit of $1.49 billion.

                             *   *   *

As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised
its issuer credit rating on Community Health Systems Inc. to 'CCC+'
from 'SD' (selective default).  S&P said, "The stable outlook
reflects our view that the company has reduced its debt, and
improved its operations and cash flow such that its debt is now
more manageable; however, we believe risks to the long-term
sustainability of the capital structure remain, especially given
ongoing uncertainty stemming from the coronavirus pandemic."
In November 2020, Fitch Ratings affirmed the Long-Term Issuer
Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and
subsidiary CHS/Community Health Systems, Inc. at 'CCC'.


CONTERRA ULTRA: Moody's Affirms 'B3' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Conterra Ultra Broadband
Holdings, Inc.'s ratings, including the B3 corporate family rating
and the B2 rating on the company's upsized first lien credit
facility. The outlook is stable.

The affirmation of the ratings follows the company's announcement
on January 24, 2022 [1] that it plans to upsize its existing first
lien term loan by $55 million and amend its credit agreement to
reset the springing first lien leverage covenant to 6x through its
maturity. Conterra plans to use the proceeds from the debt raise to
repay revolver borrowing, add cash to the balance sheet to fund
investments and pay fees and expenses. The transaction is expected
to close in February 2022.

The affirmation of the rating reflects Moody's view that Conterra
will maintain adequate liquidity and after a temporary period of
negative free cash flows and elevated leverage because of
project-related capex, it will return to leverage of low-6x
(Moody's adjusted) by the end of 2023 and break-even free cash
flows in early 2024.

Affirmations:

Issuer: Conterra Ultra Broadband Holdings, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured Revolving Credit Facility, Affirmed B2 (LGD3)

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

Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6 from LGD5)

Outlook Actions:

Issuer: Conterra Ultra Broadband Holdings, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

Conterra's B3 CFR continues to reflect its small scale, regional
coverage with limited market share of broadband services in its
markets and a managed decline in its fixed wireless business.
Conterra's financial leverage is high and will increase further pro
forma for the term loan upsize, from 5.9x Debt/EBITDA at FY2020 to
about 6.5x pro forma (both metrics are Moody's-adjusted). Free cash
flow was modest, at roughly 1.6% of Moody's-adjusted debt in
FY2020. Moody's expects that Conterra will continue generating
solid cash flows from operations in the next 12-18 months but
nevertheless its free cash flow will be negative due to very high
growth and strategic capex in 2022-23 as the company continues to
expand its network. Conterra's competitive environment includes
large telecom and cable operators which provide comparable services
to commercial and enterprise customers.

Conterra's credit profile garners support from a stable base of
contracted recurring revenues, long-term take-or-pay contracts,
robust and growing data demand for bandwidth and fiber
infrastructure, and the very strong EBITDA margins exceeding 50%
(including Moody's standard adjustments). Conterra also has a good
customer base with a large and diverse set of high-quality
organizations including commercial enterprises, national wireless
carriers and school districts that are majority funded by the FCC
E-rate program. Conterra's high-grade, mostly owned, fiber network
with high capacity and speeds enables it to capture its fair share
of the strong broadband demand in its attractive tier II and III
markets.

Conterra has adequate liquidity, supported by its lack of near-term
debt maturities and constrained by high growth capex spending that
is expected to run as high as 73% of revenue in 2022, reliance on
revolver borrowing to fund growth, and Moody's expectation of
negative free cash flow over the next 18 months. For its external
liquidity needs, Conterra relies on its $50 million secured
revolving credit facility, which is rather small given the
company's high capex. The revolver matures in April 2024 and has a
springing first lien net leverage covenant that is triggered at 30%
utilization. The proposed amendment will reset the springing
covenant to 6x through its maturity in April 2024, without further
step-downs. Conterra's first lien net leverage covenant ratio was
4.28x for LTM 9/2021, yielding a 24% cushion over the requirement.
Despite a proposed covenant reset to 6x, the projected headroom
over the requirement will decline materially. Proforma for the
proposed term loan upsize and assuming that Conterra will rely on
available cash and revolver borrowing to fund a significant project
with a multi-year payback period, Moody's projects covenant cushion
to decline to the 10%-15% range by the end of 2022.

Conterra's debt instrument ratings reflect the probability of
default of the company, as reflected in the B3-PD probability of
default rating, an average expected family recovery rate of 50% at
default given the mix of first and second lien secured debt in the
capital structure and the particular instruments' ranking in the
capital structure. The first lien credit facilities, including the
$50 million revolver due April 2024 and the upsized $305 million
($299 million outstanding at close) term loan due April 2026, are
rated B2, one notch above the CFR, reflecting loss absorption in a
distress scenario from the 2nd lien secured facility ($65 million
due April 2027). The first lien senior secured credit facility is
collateralized by substantially all assets with upstream guarantees
from direct and indirect domestic subsidiaries, and downstream
guarantees from its parent. The second lien senior secured term
loan is rated Caa2, two notches below the CFR given the significant
subordination to the first lien senior secured credit facility.

The stable outlook reflects Moody's expectations that Conterra will
operate with high leverage of around 6.5x (Moody's adjusted) over
the next 12-18 months as the company deploys its cash, proceeds
from the debt raise, free cash flow and available credit facilities
to fund growth. While this is a high level of leverage, the stable
outlook reflects Moody's views that Conterra will continue to grow
its earnings and maintain adequate liquidity.

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

Given the company's scale, an upgrade of the ratings is unlikely
over the next 12-18 months. Moody's could upgrade Conterra's
ratings over time if the company improves its scale and business
diversity, sustains leverage (Moody's adjusted debt/EBITDA) below
5.5x, and commits to a financial policy supporting operating at
such leverage level. Maintaining good liquidity and sustaining
FCF/debt above 5% (Moody's adjusted) will also be required for an
upgrade.

A downgrade of the ratings could arise if Conterra fails to
maintain adequate liquidity or if its Moody's adjusted debt/EBITDA
approaches 7x. A downgrade could also arise if free cash flows
remain negative in conjunction with a slowdown in EBITDA growth or
less than expected success in new bookings or recurring revenue
growth.

The principal methodology used in these ratings was Communications
Infrastructure Methodology published in August 2021.

Conterra is an independent provider of fiberbased services,
operating approximately 13,000 fiber route miles predominantly in
Tier II and Tier III markets across the 21 states in the Southeast,
South Central and Western US. The company delivers dedicated and
custom networks, ethernet and internet, dark fiber, and voice
services. Conterra is majority owned by Fiera Infrastructure and
APG Group NV.


CONTERRA ULTRA: S&P Affirms 'B-' Rating on First-Lien Term Loan
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue-level rating and '3'
recovery rating on Conterra Ultra Broadband Holdings Inc.'s
first-lien term loan following the company's proposed $55 million
incremental add-on (for a total of $299 million). The '3' recovery
rating indicates its expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a payment default.

Conterra will use the proceeds from the proposed incremental loan
to repay $29 million of outstanding borrowings under its $50
million senior secured revolving credit facility due 2024, add $25
million of cash to its balance sheet, and pay related fees and
expenses.

S&P said, "Despite the expected repayment of its revolver
borrowings, our recovery analysis assumes that the revolving credit
facility will be 85% drawn in our hypothetical default scenario.
Therefore, the incremental term loan increases the company's amount
of secured debt outstanding at default. However, the increase is
not sufficient to cause us to revise our '3' recovery rating.

"In addition, we modestly raised our emergence valuation for
Conterra to $235 million from about $215 million, which
incorporates the solid expansion of its business over the past
three years (reported EBITDA compound annual growth rate of 7%).

"Our 'B-' issuer credit rating and stable outlook on the company
are unchanged. While Conterra's S&P Global Ratings-adjusted gross
debt to EBITDA will rise to about 6.3x from 5.7x following the
transaction, we expect its leverage to remain within our expected
range for the current rating. Still, we believe the company's free
operating cash flow will remain negative through 2022 due to its
elevated capital spending, which constrains any ratings uplift.
Furthermore, we also would require Conterra's owners to commit to
maintain a financial policy that enables it to maintain leverage of
comfortably below 6.5x, even when incorporating potential
acquisitions, before raising our rating."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates that speculative
capital spending and economic pressure lead to customer churn. This
would cause the company's cash flow to decline to the point that it
is unable to cover its fixed charges (interest expense, required
amortization, and maintenance capital expenditure) and eventually
lead to a default in 2023.

-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR rises to 2.5%, and the spread on the
revolving credit facility rises to 5% as it obtains covenant
amendments.

-- S&P said, "We valued Conterra on a going-concern basis using a
5.5x multiple of our projected emergence EBITDA. Generally, we use
a multiple in the 5x-6x range for the fiber infrastructure
companies we rate. We chose a 5.5x multiple to reflect the
company's ratio of owned-to-indefeasible rights of use fiber
network assets relative to those of its fiber infrastructure
peers."

Simulated default assumptions

-- Simulated year of default: 2024
-- EBITDA at emergence: $43 million
-- EBITDA multiple: 5.5x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $222
million

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

-- Collateral value available to first-lien secured creditors:
$222 million

-- Secured first-lien debt: $344 million

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

-- Collateral value available to second-lien secured creditors:
$0

-- Secured second-lien debt: $68 million

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

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



COTIVITI INTERMEDIATE: Fitch Affirms 'B' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings of
Cotiviti Intermediate Holding Corp. (f/k/a Verscend Intermediate
Holding Corp.) and Verscend Holding Corp. at 'B'. Fitch has also
affirmed the 'BB-'/'RR2' issue rating of Verscend Holding Corp.'s
senior first lien secured term loan B and the 'CCC+'/'RR6' issue
rating of Verscend Holding Corp.'s senior unsecured notes. The
Rating Outlook is Stable.

KEY RATING DRIVERS

Recent Performance: Pro forma revenue growth for the nine months
ended Sept. 30, 2021 was 13%, with the September quarter
representing 22% pro forma adjusted revenue growth. The company
achieved a 57% adjusted EBITDA margin for the LTM period ended
Sept. 30, 2021. The current revenue and margin trajectory are
mostly in line with Fitch's expectations set at the time of Fitch's
initial rating in February 2021 with differences mainly due to
timing associated with the transaction closing. Fitch's growth and
margin assumptions in 2022-2024 are unchanged.

Synergy Opportunity Progress: Management increased its estimate of
synergies to $60 million from $50 million in synergy opportunities,
approximately two-thirds headcount related. Six months post-merger
$34 million in annualized synergies had been actioned. Fitch
conservatively assumes roughly half of the initial $33 million in
non-headcount synergies would be realized, providing upside to the
extent platform integration and footprint and vendor consolidation
leads to greater than expected recurring cost savings. Fitch
continues to believe Cotiviti's track record of successful
integrations in conjunction with the financial sponsor's cost
discipline broadly and in the prior combination of Cotiviti and
Verscend (f/k/a Verisk Health), which saw 25% overperformance of
annualized cost savings to plan, will reduce execution risk
associated with the HMS transaction.

Improving Financial Structure: Fitch-calculated opening leverage of
8.7x, which includes the PIK preferred with 50% equity credit
treatment, and 8.0x when excluding the PIK altogether, was high for
the 'B' rating category. Since the time of the transaction,
leverage has declined in line with initial forecasts with gross
leverage by Fitch's measure expected to reach 7.4x at Dec. 31,
2021. Further, assuming 7% to 8% CAGR 2021-2024 revenue growth, and
150bps of margin expansion over the same period, reflecting $25
million in net annual synergies, Fitch continues to estimates
leverage may decline to 5.0x to 5.5x, or 4.5x to 5.0x, excluding
the PIK.

Fitch generally views data analytics businesses characterized by
high margins, which are circa 50% for the combined Cotiviti and HMS
businesses, and strong cash flow generating power as able to
sustain high leverage. Fitch does not anticipate Cotiviti will make
voluntary debt repayment, although the company will generate
significant FCF of which it could direct a portion towards
pre-payments, a priority versus M&A beyond the HMS integration
period, as well as capital distributions. Further, there is a
likelihood Cotiviti later cash pays the PIK and/or refinances it
with straight debt.

Secular Tailwinds: The PI market, which was estimated at $6.5
billion in 2019, is expected to grow 7% annually through 2024. The
COB market estimated at $1.6 billion is expected to grow 5% CAGR
over the same period and the PHM market, estimated at $1.4 billion
is expected to grow 13%. Growing unsustainable healthcare spending,
increasing enrollment and expansion of value-based care delivery
models are driving these markets.

The Centers for Medicare and Medicaid Services (CMS) projects U.S.
healthcare spending overall to grow at 5.4% annually from
2019-2028. Medicare, which comprises about 40% of HMS's PI
business, is expected to grow 7.6% as a result of having the
highest projected enrollment growth.

Market Position and Customer Concentration: Cotiviti serves 180
payor customers with an average eight-year customer tenure (11
years for its top 25 customers). The company has 141 million
longitudinal patient records and processes in excess of 900 billion
claims annually. In 2019, Cotiviti had two customers representing
10% or more of revenue and a concentration of 10% or more of
customers was 22%.

Fitch estimates Cotiviti had approximately a 18% share of the PI
market in 2019, excluding Medicaid and the approximately 5% of
Cotiviti's retail sector PI revenue. HMS has 350 health plan
customers, including 22 of the top 25. Fitch estimates HMS had a 2%
share of the PI market. HMS's 10 largest customers represented 43%
of revenue in 2019, although it had no companies that represented
10% or more of revenue.

DERIVATION SUMMARY

Cotiviti in conjunction with the completed acquisition of HMS
assets from Gainwell sits at the intersection of data analytics and
healthcare technology/BPO. Given the margin profile, highly
recurring revenue and tight integration in customer workflows being
closely aligned with data analytics peers, Fitch categorizes
Cotiviti in this sector, while evaluating its comparability to
providers in the healthcare IT space as well.

The unique nature of the U.S. healthcare market characterized by
the largest share of GDP among developed economies and expected to
grow at more than 1pt faster than GDP in addition to the
multi-payor models, many of which are insensitive to expenditure
and price, and driven by a host of national, state and local laws
and regulations, make the end market vertical unique versus other
data analytics peers. Fitch notes other data analytics peers tend
to focus on multiple end-market sectors, while acknowledging one of
the main predecessor businesses of Cotiviti was divested from
Versisk, a major data provider to insurance, financial services and
natural resources sectors. Cotiviti maintains a small proportion of
retail end market exposure at approximately 5%.

Cotiviti's pro forma margin profile compares with strong
investment-graded data analytics peers and the overall rated
universe, which see margins in the 30% to 50% range, centered on
approximately 40%. Cotiviti also enjoys very strong revenue
visibility, consistent with an 'a' factor rating within the
Business Services DAP Navigator, reflecting greater than 80% of
revenue being under contract, renewal rates of greater than 90%,
and 90% of revenue considered recurring.

Fitch considers the Sector Environment relative to data analytics
peers, however, to be a limiting factor. While the existence of
many healthcare analytics and IT firms are due to the complex U.S.
regulatory environment, this presents a risk to the extent payor
models are forced to change dramatically due to unsustainable
healthcare spending.

Finally, Cotiviti's Financial structure compares unfavorably with
data analytics peers given very high leverage. However, the company
has significant capacity to reduce leverage through EBITDA
expansion on the assumption of robust growth, in line to slightly
above market averages, in reflection of its combined market
position, and realization of reasonable synergies. Fitch sees risk
of continued M&A or capital distributions as potentially leading to
sustained high leverage and weak credit protection metrics.

No Country Ceiling had an impact on the rating. Fitch applied the
updated parent/subsidiary linkage criteria (Dec. 1, 2022) to the
rated entities and determined that all rated entity IDRs should be
equalized. No operating environment aspects had an impact on the
rating.

Fitch also evaluated the $890 million preferred equity issuance
under its Hybrids Notching Criteria and determined that 50% equity
credit should be applied due to the following: (i) the preferred
equity is senior to only the common equity, and (ii) the cumulative
coupon deferral can only be settled in cash.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Cotiviti would be
    reorganized as a going-concern in bankruptcy rather than
    liquidated;

-- Fitch has assumed a 10% administrative claim.

Going-Concern (GC) Approach

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level, upon which Fitch bases the
enterprise valuation. Fitch contemplates a scenario in which
coronavirus-related effects are re-extended through 2022 resulting
in continued deferral of procedures and reduced payment integrity
revenue. Additionally, Cotiviti experiences the permanent loss of
10% of customers due to competitive pressures and does not
experience typical rapid growth.

Under this scenario, Fitch believes EBITDA margins would decline
such that the resulting GC EBITDA is approximately 20% below
proforma LTM Sept. 30, 2021 EBITDA (before run rate cost synergies
to be achieved).

An enterprise multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:

-- The historical bankruptcy case study exit multiples for peer
    companies ranged from 2.5x-8.1x, with an average of 6.2x,
    details as follows:

-- M&A precedent transactions for healthcare IT peers ranged from
    10x-16x, with recent activity at the upper end of that range.
    Additionally, HMS was acquired at a 20.5x multiple, excluding
    synergies.

-- Similar public companies trade at EBITDA multiples in the 15x
    18x range.

-- Fitch uses a multiple of 7x, in line with healthcare IT but
    below the upper end of the range for data analytics providers,
    which is the most comparable.

KEY ASSUMPTIONS

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

-- Low double-digit pro forma revenue growth in 2021, reflecting
    COVID-19 recovery normalizing to high single digits over the
    ratings horizon, reflecting high Cotiviti customer retention
    and growth in HMS business;

-- PF adjusted EBITDA margin growth to approximately 53% to 54%,
    reflecting operating leverage and realization of synergies
    (headcount fully realized and non-headcount half realized);

-- Capex of 7% of revenue;

-- Preferred equity PIK interest capitalized over rating horizon;

-- FCF generated used for dividends or M&A; no incremental debt
    financed transactions assumed.

RATING SENSITIVITIES

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

-- Total debt with equity credit to operating EBITDA sustained at
    5.5x or below;

-- Cash from operations less capex over total debt with equity
    credit sustained above 6.5%;

-- FFO coverage sustained above 3x;

-- Reduction in customer concentration of largest customers to
    below 10%.

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

-- Total debt with equity credit to operating EBITDA sustained at
    7.5x or above;

-- Cash from operations less capex over total debt with equity
    credit sustained below 5%;

-- FFO coverage sustained below 2x;

-- Material adverse shift in U.S. healthcare payer model or
    regulation.

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: Cotiviti had approximately $167 million of cash
at Sept. 30, 2021. Further, the company maintains access to its
$300 million undrawn revolving credit facility. Fitch expects
Cotiviti to generate low- to mid-teens FCF as a percentage of
revenue, although this assumes no cash payments allocated to the
PIK preferred or other capital distributions.

ISSUER PROFILE

Cotiviti is a leading provider of payment accuracy analytics to
healthcare organizations and retailers.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
Environmental, Social and Corporate Governance (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.


CRESTWOOD HOSPITALITY: March 15 Disclosure Statement Hearing Set
----------------------------------------------------------------
Judge Brenda Moody Whinery has entered an order within which March
15, 2022, at 10:00 a.m., is the hearing to consider the approval of
the Disclosure Statement filed by Crestwood Hospitality, LLC.

In addition, March 8, 2022, is fixed as the last day for any party
desiring to object to the approval of the Disclosure Statement to
file a written objection with the Court.

A copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/3Iu2vEo from PacerMonitor.com at no charge.

Attorneys for the Debtor:

     Randy Nussbaum
     Philip R. Rudd
     Sierra M. Minder
     SACKS TIERNEY P.A.
     4250 N. Drinkwater Blvd., 4th Floor
     Scottsdale, AZ 85251-3693
     Telephone: 480.425.2600
     Facsimile: 480.970.4610
     E-mail: Randy.Nussbaum@SacksTierney.com
             Philip.Rudd@SacksTierney.com
             Sierra.Minder@SacksTierney.com

                    About Crestwood Hospitality

Crestwood Hospitality LLC operates the Holiday Inn Express & Suites
Tucson Mall, an "all suite" hotel built in 2004, pursuant to a
license agreement with Holiday Hospitality Franchising, LLC.

Crestwood owns and continues to operate the Holiday Inn Express at
Tucson Mall located at 620 E. Wetmore Rd., Tucson, Arizona.  The
Property was built in 2003 and opened in January 2004 as an "all
suite" hotel.  The Property has 105 guest rooms, three corporate
meeting rooms, a business center, outdoor heated pool, fitness
center and other guest amenities.

Crestwood filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
21-03091) on April 23, 2021.  In the petition signed by Sukhbinder
Khangura, member and vice president, the Debtor estimated between
$1 million and $10 million in assets, and between $10 million and
$50 million in liabilities.

Judge Brenda Moody Whinery is assigned to the case.

Sacks Tierney P.A., is the Debtor's counsel.  


CRYPTO CO: Secures $755K Funding from AJB Capital, Sixth Street
---------------------------------------------------------------
The Crypto Company borrowed funds pursuant to the terms of a
Securities Purchase Agreement entered into with AJB Capital
Investments, LLC, and issued a Promissory Note in the principal
amount of $750,000 to AJB in a private transaction for a purchase
price of $675,000 (giving effect to a 10% original issue discount).
In connection with the sale of the AJB Note, the Company also paid
certain fees and due diligence costs of AJB and brokerage fees to
J.H. Darbie & Co., a registered broker-dealer.  After payment of
the fees and costs, the net proceeds to the Company were $655,250,
which will be used for working capital, to fund potential
acquisitions or other forms of strategic relationships, and other
general corporate purposes.

The maturity date of the AJB Note is July 12, 2022, but it may be
extended for six months upon the consent of AJB and the Company.
The AJB Note bears interest at 10% per year, and principal and
accrued interest is due on the maturity date.  The Company may
prepay the AJB Note at any time without penalty.  Under the terms
of the AJB Note, the Company may not sell a significant portion of
its assets without the approval of AJB, may not issue additional
debt that is not subordinate to AJB, must comply with the Company's
reporting requirements under the Securities Exchange Act of 1934,
and must maintain the listing of the Company's common stock on the
OTC Market or other exchange, among other restrictions and
requirements.  The Company's failure to make required payments
under the AJB Note or to comply with any of these covenants, among
other matters, would constitute an event of default. Upon an event
of default under the AJB SPA or AJB Note, the AJB Note will bear
interest at 18%, AJB may immediately accelerate the AJB Note due
date, AJB may convert the amount outstanding under the AJB Note
into shares of Company common stock at a discount to the market
price of the stock, and AJB will be entitled to its costs of
collection, among other penalties and remedies.

The Company provided various representations, warranties, and
covenants to AJB in the AJB SPA.  The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default.  Also pursuant to the AJB
SPA, the Company paid AJB a commitment fee of 125,000 unregistered
shares of the Company's common stock.  If, after the sixth month
anniversary of closing and before the thirty-sixth month
anniversary of closing, AJB has been unable to sell the commitment
fee shares for $375,000, then the Company may be required to issue
additional shares or pay cash in the amount of the shortfall.
However, if the Company pays the AJB Note off before July 12, 2022,
then the Company may redeem 62,500 of the commitment fee shares for
one dollar.

Pursuant to the AJB SPA, the Company also issued to AJB a common
stock purchase warrant to purchase 500,000 shares of the Company's
common stock for $5.25 per share.  The warrant expires on January
12, 2025.  The warrant also includes various covenants of the
Company for the benefit of the warrant holder and includes a
beneficial ownership limitation on the holder that, in certain
circumstances, may serve to restrict the holder's right to exercise
the warrant.  The Company also entered into a Security Agreement
with AJB pursuant to which the Company granted to AJB a security
interest in substantially all of the Company's assets to secure the
Company' obligations under the AJB SPA, AJB Note and warrant.

                      Sixth Street Lending Loan

Effective Jan. 18, 2022, the Company borrowed funds pursuant to a
Securities Purchase Agreement entered into with Sixth Street
Lending, LLC and issued a Promissory Note in the principal amount
of $116,200 to Sixth Street in a private transaction for a purchase
price of $103,750 (giving effect to an original issue discount).
The Company agreed to various covenants in the Sixth Street SPA.
After payment of the fees, the net proceeds to the Company were
$100,000, which will be used for working capital and other general
corporate purposes.

The Sixth Street Note has a maturity date of Jan. 13, 2023 and the
Company has agreed to pay interest on the unpaid principal balance
of the Sixth Street Note at the rate of 12.0% per annum from the
date on which the Sixth Street Note was issued until the same
becomes due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise.  Payments are due monthly, beginning
in the end of February 2022.  The Company has the right to prepay
the Sixth Street Note in accordance with the terms set forth in the
Sixth Street Note.

Following an event of default, and subject to certain limitations,
the outstanding amount of the Sixth Street Note may be converted
into shares of Company common stock.  Amounts due under the Sixth
Street Note would be converted into shares of the Company's common
stock at a conversion price equal to 75% of the lowest trading
price with a 10-day lookback immediately preceding the date of
conversion. In addition, upon the occurrence and during the
continuation of an event of default the Sixth Street Note will
become immediately due and payable and the Company will pay to
Sixth Street, in full satisfaction of its obligations thereunder,
additional amounts as set forth in the Sixth Street Note.  In no
event may Sixth Street effect a conversion if such conversion,
along with all other shares of Company common stock beneficially
owned by Sixth Street and its affiliates would exceed 4.99% of the
outstanding shares of Company common stock.

                        About Crypto Company

Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.

Crypto Company reported a net loss of $2.82 million in 2020
following a net loss of $1.81 million in 2019.  As of June 30,
2021, the Company had $1.87 million in total assets, $2.46 million
in total liabilities, and a total stockholders' deficit of
$586,486.

Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 30, 2021, citing that the Company has suffered recurring
losses from operations and has a 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.


CYTOSORBENTS CORP: Amends Credit Deal to Get $15M Term Loans
------------------------------------------------------------
CytoSorbents Corporation, along with CytoSorbents Medical, Inc., a
wholly owned subsidiary of the Company, entered into an amendment
(the "Fourth Amendment") to the Amended and Restated Loan and
Security Agreement with Bridge Bank, a division of Western Alliance
Bank, an Arizona corporation, dated as of Jan. 19, 2022.

Under the Loan Agreement, together with the Fourth Amendment, the
Bank has agreed to loan up to $15 million.  Under the Loan
Agreement, the Company previously drew down one tranche of $10
million, and the Company repaid the Term A Loan in full on Dec. 4,
2020.  In addition, the Company previously drew down an additional
tranche of $5 million, which the Company repaid in full on the
Prior Amendment Date.  The Fourth Amendment provides a tranche of
term loans in the aggregate amount of $15 million, which are
available for the Company to draw down at its sole discretion in
three tranches of $5 million each at any time during the period
commencing on the Fourth Amendment Date and ending on the earlier
of (i) Dec. 31, 2022 and (ii) the occurrence of an Event of Default
(as defined in the Loan Agreement).  After repayment, the term
loans may not be re-borrowed.

Pursuant to the Amendment, the Term C Loan will bear interest, on
the outstanding daily balance thereof, at a floating rate of the
Index Rate (as defined in the Amendment) on the last business date
of the month that immediately precedes the month in which the
interest will accrue plus 1.25%.  Pursuant to the Fourth Amendment,
interest on the Term C Loan is subject to an interest rate cap of
8.00%.  The Amendment, together with the Loan Agreement, provides
for a period of interest only payments on the Term C Loan until the
amortization date, which is Jan. 1, 2024 if the I/O Extension Event
(as defined in the Amendment) does not occur or July 1, 2024 if the
I/O Extension Event occurs.  Following the amortization date, the
Company must make equal monthly payments of principal and interest
on the Term C Loan.

In connection with the Fourth Amendment, the Borrower paid to the
Bank a non-refundable fee equal to $18,750 on the Fourth Amendment
Date.  Additionally, as set forth in the Fourth Amendment Success
Fee Letter, the Borrower will pay to the Bank a success fee equal
to (i) 1% of $5 million if the Company draws down the first tranche
of the Term C Loan and is payable only if the Company's stock price
equals or exceeds $8 for five consecutive trading days; (ii) 1.5%
of $5 million if the Company draws down the second tranche of the
Term C Loan and is payable only if the Company's stock price equals
or exceeds $10 for five consecutive trading days; and (iii) 2% of
$5,000,000 if the Company draws down the third tranche of the Term
C Loan and is payable only if the Company's stock price equals or
exceeds $12 for five consecutive trading days.  The Borrower may
pay the Success Fee in cash or in shares of common stock, at
Borrower's sole discretion.  The right of Bank to receive the
Success Fees and the obligation of the Borrower to pay the Success
Fees hereunder shall terminate on the date that is fifth
anniversary of the funding date of the last Term C Loans made but
shall survive the termination of the Loan Agreement and any
prepayment of the Term C Loans.

The Fourth Amendment also extends the maturity date for the term
loans until Dec. 1, 2025.

                        About CytoSorbents

Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification.  Its flagship product, CytoSorb, is approved in the
European Union with distribution in more than 70 countries around
the world as an extracorporeal cytokine adsorber designed to reduce
the "cytokine storm" or "cytokine release syndrome" seen in common
critical illnesses that may result in massive inflammation, organ
failure and patient death.

Cytosorbents reported a net loss of $7.84 million for the year
ended Dec. 31, 2020, a net loss of $19.26 million for the year
ended Dec. 31, 2019, and a net loss of $17.21 million for the year
ended Dec. 31, 2018.  As of Sept. 30, 2021, the Company had $95.07
million in total assets, $24.46 million in total liabilities, and
$70.61 million in total stockholders' equity.


DIOCESE OF HARRISBURG: Unsecured Creditors Unimpaired in Plan
-------------------------------------------------------------
Roman Catholic Diocese of Harrisburg filed with the U.S. Bankruptcy
Court for the Middle District of Pennsylvania a Disclosure
Statement in support of Chapter 11 Plan of Reorganization dated
Jan. 18, 2022.

The Plan establishes a Trust funded by: (i) assets of and
contributions from the Debtor; (ii) assets of and contributions
from the Parishes, Schools, and Other Insured Entities; and (iii)
settlement proceeds from settlements with the Settling Insurers.
The Trustee will liquidate the Trust Assets and fairly distribute
the proceeds to the Survivor Claimants, pursuant to the allocation
protocol contained in the Survivor Claim Distribution Plan.

The Plan further provides that the holders of the General Unsecured
Claims will be paid in full, that all Survivor Claims will be
channeled to the Trust, and that the Debtor will receive a
discharge from all remaining Claims, permitting the Debtor to
continue its missions, ministry, and other charitable activities
after confirmation of the Plan.

The Debtor, Committee, and the Debtor's insurers (the "Mediation
Parties") commenced mediation of the Insurance Coverage Adversary
Proceeding on February 8, 2021, and subsequently engaged in a
number of additional mediation sessions over the ensuing months.
The contents of the Plan and the resulting Trust reflect the
outcome of strenuous, arms'-length, negotiations between all of the
Mediation Parties.

On January 7, 2022, the Committee caused to be filed the Chapter 11
Plan of Reorganization (the "Committee Plan") and accompanying
Disclosure Statement (the "Committee Disclosure Statement"). As of
the date of this Disclosure Statement, the Bankruptcy Court has
established February 18, 2022 as the deadline for objections to the
Committee Disclosure Statement and scheduled a hearing at 11:00
a.m. on March 1, 2022.

The Debtor does not believe the Committee Plan is confirmable. To
the Debtor's knowledge, none of the non-debtor third parties
purportedly required to make contributions by the Committee Plan
have agreed to the obligations purported to be created by the
Committee Plan. The Debtor is proposing this Plan as an alternative
to the Committee Plan.

Class 3 consists of General Unsecured Claims. Except to the extent
that a holder of General Unsecured Claim agrees to less favorable
treatment of such Claim, in exchange for full and final
satisfaction of such Allowed General Unsecured Claim, at the sole
option of the Reorganized Debtor: (a) each such holder shall
receive payment in Cash in an amount equal to such Allowed General
Unsecured Claim, payable on or as soon as reasonably practicable;
or (b) satisfaction of such Allowed General Unsecured Claim in any
other manner that renders the Allowed General Unsecured Claim
Unimpaired, including Reinstatement. Class 3 is Unimpaired.

Class 4 Consists of Non-Time-Barred Survivor Claims. As of the
Effective Date of the Plan, the liability of Protected Parties and
Settling Insurers for all Class 4 Claims shall be assumed fully by
the Trust, without further act, deed, or court order, and shall be
satisfied solely from the Trust as set forth in the Plan Documents
and Confirmation Order; provided, however, such assumption shall
not prevent Litigation Claimants from asserting Litigation Claims
to obtain recoveries from Non-Settling Insurers for the Trust.

Class 5 consists of Time-Barred Survivor Claims. As of the
Effective Date, the liability of Protected Parties and Settling
Insurers for all Class 5 Claims shall be assumed fully by the
Trust, without further act, deed, or court order, and, shall be
satisfied solely from the Trust as set forth in the Plan Documents
and Confirmation Order; provided, however, such assumption shall
not prevent Litigation Claimants from asserting Litigation Claims
to obtain recoveries from Non-Settling Insurers for the Trust.

Class 6 consists of Unknown Survivor Claims. As of the Effective
Date, the liability of the Protected Parties and Settling Insurers
for all Class 6 Claims shall be assumed fully by the Trust, without
further act, deed, or court order and shall be satisfied solely
from the Unknown Survivor Claims Reserve, as set forth in the Plan
Documents and Confirmation Order.

Class 7 consists of Late-Filed Survivor Claims. As of the Effective
Date, liability of Protected Parties and Settling Insurers for all
Class 7 Claims shall be assumed fully by the Trust, without further
act, deed, or court order, and, shall be satisfied solely from the
Trust as set forth in the Plan Documents and Confirmation Order;
provided, however, such assumption shall not prevent Litigation
Claimants from asserting Litigation Claims to obtain recoveries
from Non-Settling Insurers for the Trust.

Class 8 consists of Non-Survivor Litigation Claims. Except to the
extent that a holder of a Non-Survivor Litigation Claim agrees to
less favorable treatment, in exchange for full and final
satisfaction of such Allowed Non-Survivor Litigation Claim, the
holder of each Non-Survivor Litigation Claim shall seek to collect
upon such Non-Survivor Litigation Claim solely from applicable
insurance proceeds. No holder of a Non-Survivor Litigation Claim
shall: (i) seek to compel the Debtor or Reorganized Debtor to pay
any deductible, retainage, or any other amount for or on account of
any insurance carrier, provider, broker, or policy; or (ii) obtain
any distribution from the Debtor's estate in or arising out of such
Non-Survivor Litigation Claim.

On the Effective Date, the Trust shall be established for the
purposes of assuming liability of Protected Parties and Settling
Insurers for Channeled Claims and receiving, liquidating, and
distributing Trust Assets in accordance with this Plan and the
Trust Distribution Plan.

The Debtor will transfer: (a) $3,375,000 within two (2) Business
Days after the Confirmation Order has become a Final Order. The
Debtor will transfer all Claims that the Debtor may hold against
any and all Non-Settling Insurers, to the extent the Debtor holds
any such Claims.

The Parishes, Schools, and Related Non-Debtor Entities will
transfer or otherwise cause to be transferred $1,125,000 to the
Trust within 2 Business Days after the Confirmation Order has
become a Final Order. The Parishes and Schools will transfer all
Claims that the Parishes and Schools may hold, individually or
collectively, against any and all Non-Settling Insurers, to the
extent any of the Parishes or Schools hold any such Claims.

Attorneys for the Debtor:

     WALLER LANSDEN DORTCH & DAVIS, LLP
     Blake D. Roth
     Tyler N. Layne
     511 Union Street, Suite 2700
     Nashville, TN 37219
     Telephone: (615) 244-6380
     Facsimile: (615) 244-6804
     E-mail: blake.roth@wallerlaw.com
             tyler.layne@wallerlaw.com

     KLEINBARD, LLC
     Matthew H. Haverstick
     Joshua J. Voss
     Three Logan Square
     1717 Arch Street, 5th Floor
     Philadelphia, Pennsylvania 19103
     Telephone: (215) 568-2000
     Facsimile: (215) 568-0140
     E-mail: mhaverstick@kleinbard.com
            jvoss@kleinbard.com

             About Roman Catholic Diocese of Harrisburg

The Roman Catholic Diocese of Harrisburg sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
20-00599) on Feb. 19, 2020, listing up to $10 million in assets and
up to $100 million in liabilities.  Judge Henry W. Van Eck oversees
the case.  

The Debtor tapped Waller Lansden Dortch & Davis, LLP as legal
counsel; Kleinbard, LLC as special counsel; Keegan Linscott &
Associates, PC as financial advisor; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.  The Hon. Michael
Hogan has been tapped as unknown abuse claims representative.

The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent tort claimants in the Chapter 11 case of the Roman
Catholic Diocese of Harrisburg.  The Tort Claimants' Committee is
represented by Stinson, LLP.


DIOCESE OF SYRACUSE: Committee Taps Berkeley as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of The Roman Catholic
Diocese of Syracuse seeks approval from the U.S. Bankruptcy Court
for the Northern District of New York to employ Berkeley Research
Group, LLC as financial advisor.

The firm's services include:

   a. assisting the Committee in investigating the assets,
liabilities, and financial condition of the Debtor or the Debtor's
operations, including an independent analysis of any alleged donor
restrictions on the Debtor's assets;

   b. assisting the committee in the review of financial related
disclosures required by the court and Bankruptcy Code;

   c. analyzing the Debtor's accounting reports and financial
statements;

   d. reviewing transfers of the Debtor's assets;

   e. assisting the committee in evaluating the Debtor's ownership
interests of property alleged to be held in trust by the Debtor for
the benefit of third parties and property alleged to be owned by
non-debtor entities;

   f. assisting the committee in reviewing and evaluating any
proposed asset sales and and other asset dispositions;

   g. assisting the committee in evaluating the Debtor's cash
management system, including unrestricted and restricted funds,
deposit and loan programs, and pooled income or investment funds;

   h. assisting the committee in the review of financial
information that the Debtor may distribute to the committee and
others, and analyze proposed transactions for which court approval
is sought;

   i. assisting in the review and preparation of information and
analyses necessary for the confirmation of a plan, or for the
objection to any plan filed in the Debtor's case which the
committee opposes;

   j. assisting the committee with the evaluation and analysis of
claims, and on any litigation matters, including, but not limited
to, avoidance actions for fraudulent conveyances and preferential
transfers, and declaratory relief actions concerning the property
of the Debtor's estate; and

   k. analyzing the flow of funds in and out of accounts the Debtor
contends contain assets held in trust for others, to determine
whether the funds were commingled with non-trust funds and lost
their character as trust funds, under applicable legal and
accounting principles.

The hourly rates charged by the firm for its services are as
follows:

     Managing Director                $750 to $1,075 per hour
     Director/Associate Director      $550 to $750 per hour
     Professional Staff               $300 to $550 per hour
     Support Staff                    $130 to $300 per hour

The firm will also seek reimbursement for out-of-pocket expenses
incurred.

D. Ray Strong, a partner at Berkeley Research Group, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     D. Ray Strong
     Berkeley Research Group, LLC
     201 South Main Street Suite 450
     Salt Lake City, UT 84111
     Tel: (801) 321-0068

            About The Roman Catholic Diocese of Syracuse

The Roman Catholic Diocese of Syracuse, New York, through its
administrative offices (a) provides operational support to the
Catholic parishes, schools and certain other Catholic entities that
operate within the territory of the Diocese in support of their
shared charitable, humanitarian and religious missions; (b)
conducts school operations by managing tuition and scholarship
payments, employee payroll, and other school-related operating
expenses for separately incorporated Diocesan schools, as well as
providing parish schools with financial, operational and
educational support; and (c) provides comprehensive risk management
services to the OCEs through the Diocese's insurance program. For
more information, visit www.syracusediocese.org

The Roman Catholic Diocese of Syracuse, New York filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen
A. Breen, chief financial officer, signed the petition. At the time
of filing, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

Judge Margaret M. Cangilos-Ruiz oversees the case.

Bond, Schoeneck and King, PLLC serves as the Debtor's bankruptcy
counsel. The Debtor also tapped Mullen Coughlin LLC as special
counsel, Arete Advisors LLC as cybersecurity consultant, and
Moxfive LLC as technical advisor. Stretto is the claims agent and
administrative advisor.

The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtor's bankruptcy case. The committee
tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research
Group, LLC as its bankruptcy counsel, local counsel and financial
advisor, respectively.


DODGE DATA: Moody's Assigns First Time B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a first time B3 Corporate Family
Rating and B3-PD Probability of Default Rating to Dodge Data &
Analytics LLC (d/b/a Dodge Construction Network (DCN)). Moody's
also assigned a B2 instrument rating to the proposed first lien
credit facilities and Caa2 instrument rating to the proposed second
lien term loan. The outlook is stable.

Proceeds from the credit facilities plus approximately $429 million
of new and roll over common equity from funds managed by private
equity firms Symphony Technology Group (STG) and Clearlake Capital
Group, L.P. (Clearlake) will be used to finance the
recapitalization of DCN (excluding transaction fees, expenses and
balance sheet cash).

Assignments:

Issuer: Dodge Data & Analytics LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Gtd Senior Secured 1st Lien Revolving Credit Facility due 2027,
Assigned B2 (LGD3)

Gtd Senior Secured 1st Lien Term Loan due 2029, Assigned B2
(LGD3)

Gtd Senior Secured 2nd Lien Term Loan due 2030, Assigned Caa2
(LGD5)

Outlook Actions:

Issuer: Dodge Data & Analytics LLC

Outlook, Assigned Stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

RATINGS RATIONALE

The B3 CFR reflects the credit risks associated with DCN's
relatively small revenue base, narrow market focus, and high
debt/EBITDA leverage (Moody's adjusted). Moody's expects 2021
pro-forma adjusted debt leverage of approximately 7x (including
cost synergies and expensing software development costs) that will
decline modestly in 2022 driven by scheduled debt amortization and
projected EBITDA expansion. The rating also factors in the
potential for the company to pursue acquisitions over the
intermediate term which could constrain deleveraging efforts.

In April 2021, Dodge Data & Analytics (Dodge Data) acquired The
Blue Book Building & Construction Network (Blue Book). Both
companies have operated in different niches of the construction
industry for over 100 years. The combination of the companies
created a subscription-based, integrated construction intelligence
and collaboration platform offering proprietary project data,
analytical tools, and advertising and marketing solutions for
commercial construction businesses. In October 2021, Dodge
Construction Network (DCN) was formed as the umbrella brand for
Dodge Data and The Blue Book.

DCN benefits from a leading market position as a provider of data,
analytics, digital workflow solutions and targeted marketing
services to professionals in the U.S. commercial construction
industry. The company has a largely recurring revenue base (over
95% of revenues in 2021) and a wide-ranging product suite focused
on providing leads and market data to its customers. DCN's top-line
predictability is also bolstered by high client retention rates
over 85% among its mix of Enterprise and SMB
(Small-Medium-Business) customer base and the company's strong
overall competitive position within its targeted market for project
information and construction advertising. Additionally, the
company's modest capital expenditure requirements should lead to
solid cash flow generation. Moody's expects free cash flow to debt
of around 5% in 2022.

Governance risks and financial policies are key considerations
given its private-equity ownership. Moody's views DCN's financial
policy to be relatively aggressive given the high pro forma
leverage, with the potential for debt funded acquisitions and
shareholder returns over the medium term. The absence of public
financial disclosure and lack of board independence are also
considered in the company's credit profile.

DCN has good liquidity, supported by $20 million of cash at the
close of the transaction, an undrawn $40 million revolving credit
facility due 2027, and Moody's expectation of $30 million to $35
million of free cash flow in 2022. The proposed revolving credit
facility is expected to contain a total net first lien leverage
covenant of 9x triggered when 40% or more is outstanding. Moody's
does not anticipate the covenant to be tested and expects that DCN
will maintain strong cushion over at least the next year.

The stable ratings outlook reflects Moody's view that the U.S.
commercial construction industry will grow modestly to support
low-single digit organic revenue growth and adjusted EBITDA margins
sustained around 40% resulting in de-leveraging closer to the 6.5x
area (Moody's adjusted) over the next year.

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

The ratings could be upgraded if revenue growth and EBITDA
expansion lead to sustained reduction in total debt to EBITDA
sustained around 6x (Moody's adjusted) with free cash flow to
adjusted debt over 5%. The company would also need to maintain a
good liquidity position and exhibit prudent financial policies to
be considered for an upgrade.

The ratings could be downgraded if DCN does not generate positive
organic revenue growth or if EBITDA growth is insufficient to
maintain positive free cash flow generation. DCN could also be
downgraded if market share erodes, liquidity weakens, or the
company maintains aggressive financial policies that prevent
meaningful deleveraging.

STRUCTURAL CONSIDERATIONS

The B2 rating on DCN's proposed senior secured first lien term loan
due 2029 and revolving credit facility due 2027 reflects the debt's
senior position in the company's capital structure, above the $130
million senior secured second lien term loan.

As proposed, the new credit facilities for DCN are expected to
provide covenant flexibility that if utilized could negatively
impact creditors. Notable terms include the following:

Incremental debt capacity up to the greater of 100% of closing date
LTM EBITDA and 1x pro forma consolidated EBITDA plus unused
capacity under the general debt basket (such basket to be shared
with the 2nd lien term loan), plus unlimited amounts subject to 5x
net first lien leverage ratio (if pari passu secured). For junior
indebtedness secured by collateral, either 0.5x outside the closing
date senior secured leverage or 1.75x interest coverage ratio.
Amounts up to the greater of 200% of closing date LTM EBITDA and 2x
pro forma consolidated EBITDA may be incurred with an earlier
maturity date than the initial term loans.

There are no express "blocker" provisions which prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to carve-out capacity and other
conditions. Non-wholly-owned subsidiaries are not required to
provide guarantees; dividends or transfers resulting in partial
ownership of subsidiary guarantors could jeopardize guarantees,
with no explicit protective provisions limiting such guarantee
releases. There are no express protective provisions prohibiting an
up-tiering transaction.

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

Headquartered in Hamilton, NJ, Dodge Construction Network is a
provider of commercial construction project data, market
forecasting and analytics services, advertising and marketing
solutions, and workflow integration solutions for the North
American pre-construction industry. DCN generated around $204
million of pro-forma revenue in 2021. The company is owned by
Symphony Technology Group and Clearlake Capital Group, L.P.

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.


DUTCHINTS DEVELOPMENT: Taps MacDonald Fernandez as Legal Counsel
----------------------------------------------------------------
Dutchints Development, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
MacDonald Fernandez, LLP to substitute for the Law Offices of Geoff
Wiggs.

The hourly rates charged by MacDonald Fernandez attorneys and
paralegals are as follows:

     Iain A Macdonald           $690 per hour
     Reno F. R. Fernandez III   $570 per hour
     Associate Attorneys        $335 - $435  per hour
     Paralegals                 $175 per hour

The firm will also seek reimbursement for its out-of-pocket
expenses.

Iain MacDonald, Esq., a partner at MacDonald Fernandez, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Iain A. MacDonald, Esq.
     MacDonald Fernandez, LLP
     221 Sansome Street, Third Floor
     San Francisco, CA 94104
     Tel: (415) 362-0449
     Fax: (415) 394-5544

                    About Dutchints Development

Dutchints Development LLC, a Los Altos, Calif.-based company
engaged in activities related to real estate, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Calif. Case No.
21-51255) on Sept. 29, 2021, listing as much as $10 million in both
assets and liabilities. Vahe Tashjian, managing member, signed the
petition.

Judge Elaine M. Hammond presides over the case.

Iain A. MacDonald, Esq., at MacDonald Fernandez, LLP represents the
Debtor as legal counsel.

The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on Nov. 22, 2021. The committee is represented
by Leonard M. Shulman, Esq., at Shulman Bastian Friedman & Bui,
LLP.


ECO MATERIAL: Fitch Assigns FirstTime 'B(EXP)' IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Eco Material Technologies, Inc. a
'B(EXP)' Long-Term Issuer Default Rating (IDR) following the
announcement of the acquisition of Boral Resources from Boral
Limited (ASX: BLD) and the combination with Green Cement, Inc.
Fitch has also assigned a 'B+(EXP)'/'RR3' rating to Eco's proposed
$500 million five-year senior secured notes offering. The Rating
Outlook is Stable.

The expected ratings are predicated on the completion of the
acquisition and combination, as well as the planned financing
activities. The expected ratings will be converted to final ratings
after the transactions are completed along with financing
arrangements that are consistent with Fitch's expectations.

KEY RATING DRIVERS

Acquisition of Boral Resources: In December 2021, Eco reached an
agreement with Boral Limited to acquire its North American Fly Ash
business (Boral Resources) for $755 million and combine it with
Green Cement, Inc.

Stable Earnings Outlook: Fitch expects a relatively beneficial
operating environment for building materials producers in 2022 and
2023. Fitch expects Eco's revenues to increase high-single digit
percentage this year, driven by price increases and volume growth,
supported by increased non-residential construction activity and
the company's Kirkland, AZ plant coming online.

Fitch forecasts low-double digit revenue growth in 2023, driven by
selling price increases, new plants coming online, and benefits
from the recently-passed infrastructure bill. Fitch expects
adjusted EBITDA margins to decline slightly yoy to 17.0% in 2022
from increased standalone costs and the contribution of Green
Cement's relatively lower-margin results. Fitch expects further
EBITDA margin contraction in 2023 due to higher costs stemming from
higher labor and transportation costs as well as renewals of supply
contracts at less-favorable terms.

Weak Credit Metrics: Pro forma for the acquisition of Boral
Resources and combination with Green Cement, Eco's Fitch-calculated
total debt to operating EBITDA is estimated to be about 5.6x. Fitch
expects EBITDA growth to drive modest deleveraging in the
intermediate-term. Fitch's rating case projects total debt to
operating EBITDA to decline to 5.2x by YE 2022 and 4.8x by YE 2023,
which is appropriate for the 'B' rating.

Leadership Position in Niche Market: Eco, through the combination
of Boral Resources and Green Cement, is poised to remain a dominant
player in the U.S. SCM market. Fitch believes Eco's established
position as the dominant supplier and distributor of fly ash adds
stability to profitability and cash flows, and situates the company
well to further grow its sales from other sustainable cementitious
products.

Adequate Financial Flexibility: Eco will have adequate financial
flexibility following the close of the transactions, with around
$9.4 million of cash on the balance sheet and full availability
under its planned $50 million ABL that matures in 2026. The
company's liquidity position is supported by its ability to
generate free cash flow, long-dated debt maturity schedule, absence
of required amortization payments, and the low fixed and working
capital requirements of the business. Fitch forecasts FFO interest
coverage to sustain above 2.0x during the forecast period.

Diverse Revenue Sources: Eco's revenues are predominately derived
from U.S. construction activity, but are balanced between public
infrastructure, residential, and nonresidential end-markets, which
typically have differing cycles. While the exposure to the highly
cyclical new construction markets is a risk to the stability of
profitability through economic cycles, Fitch believes the strong
diversity of those end-markets helps partially insulate the company
from cyclical downturns in any individual end-market. Further,
public construction represents the greatest proportion of Eco's
end-market exposure, which Fitch views favorably as this end-market
tends to have lower volatility through a cycle relative to private
construction end-markets.

The company's operations are geographically diverse across the
U.S., which Fitch views as beneficial to the credit profile, as it
provides some additional cushion against regional construction
downturns. The company is well-positioned to benefit from
construction markets that are currently experiencing - and are
expected to continue to experience - relatively higher growth such
as the South Central and South Eastern parts of the U.S.

Aggressive Growth Strategy: The company has set forth a fairly
aggressive growth strategy centered around a shift in its current
operating model of harvesting, treating, and distributing fresh fly
ash, which currently constitutes 97% of volumes. Fresh fly ash is a
by-product of coal combustion in coal-fired power stations, which,
given the increased scrutiny in recent years from their significant
greenhouse gas emissions, are likely to continue to reduce in
number in lieu of greener alternatives.

Therefore, Eco plans to make meaningful investments in capital
projects to increase additional sources of SCMs, such as harvesting
landfilled fly ash and using natural pozzolans. In the short to
intermediate term, Fitch views the company's growth strategy as
neutral to the credit profile as the execution risk of ramping up
sourcing and production of SCMs (which are only a small part of
Eco's volumes currently) is offset by its strong position in its
fresh fly ash operations, which should have a modest runway in
terms of available supply. Longer term, Fitch views the shift
favorably due to the expectation of continued reduction of
coal-fired power plants and increasing focus on green
alternatives.

Strong Profitability: Eco's Fitch-adjusted EBITDA margins are
expected to remain around 16.5%-17.5%, which are strong relative to
similarly-rated producers of building products and materials, but
below the margins of large aggregates producers and cement
manufacturers. Due to the low capital intensity of its core
business, the company has the ability to generate modest free cash
flow. However, Fitch expects FCF margins will be in the low single
digits in the near- to intermediate-term due to elevated levels of
growth capex as the company ramps up production of other SCM
product offerings.

Despite the risk that margins could contract in a modestly weaker
demand environment, Fitch expects the company to maintain neutral
to positive FCF over the forecast period due to the limited working
capital and maintenance capex needs of the business.

Pricing Power: Fly ash is generally less expensive than cement, but
has experienced strong pricing power over at least the last decade.
Fitch expects Eco to continue increasing the prices of its products
to offset any input cost inflation, given strong demand, the
company's strong market position in SCMs and expectation of
declining supply of fly ash. Additionally, upstream products like
aggregates and cement have traditionally benefitted from stronger
pricing power relative to downstream products such as concrete and
asphalt, which have lower entry barriers and markets that are
relatively more saturated.

DERIVATION SUMMARY

Eco's expected IDR reflects the high leverage levels upon the close
of the transactions, the company's relatively weaker competitive
position compared to larger aggregates producers and cement
manufacturers, the cyclicality of its end-markets, and its adequate
liquidity position. Fitch's expectation for growth in the public
construction and private nonresidential construction end-markets in
2022 supports modest deleveraging in the intermediate-term through
EBITDA growth. The company's dominant position within the niche
supplementary cementitious materials (SCMs) market, strong
profitability metrics, and extended debt maturity schedule are also
factored into the expected ratings.

Eco has weaker credit and profitability metrics than Fitch's
publicly-rated universe of building materials companies, which are
concentrated in low-investment grade rating categories. These peers
are larger in size, and typically have total debt-to-operating
EBITDA of less than or equal to 3x and a greater share of the
broader building materials market. The company has similar
end-market exposure and profitability metrics compared with its
closest publicly-traded peer, Summit Materials, Inc. (NYSE: SUM),
but SUM is significantly larger and has stronger credit metrics.
However, Eco's SCM product offerings are entirely upstream, which
generally result in relatively more consistent pricing power.

Eco also has modestly lower leverage than large building products
distributors rated by Fitch, including Park River Holdings, Inc.
(B/Negative) and LBM Acquisition, LLC (B/Negative). Both Park River
and LBM are expected to have debt to operating EBITDA around
6.0x-6.5x in the intermediate term. Eco is smaller in scale but has
meaningfully higher profitability and FCF metrics compared with
these distributors.

KEY ASSUMPTIONS

-- Fitch expects pro forma total debt to operating EBITDA to be
    about 5.6x upon the close of the transaction;

-- High-single digit organic revenue growth in 2022 supported by
    rebounding private nonresidential and public construction end-
    markets;

-- Fitch-adjusted EBITDA margins sustain in the 16.5%-17.5%
    range;

-- Elevated capex levels due to growth projects, with annual
    spend between $40 million and $60 million, resulting in flat
    to slightly positive FCF;

-- Total debt to operating EBITDA of 5.2x at YE 2022 and 4.8x at
    YE 2023 and FFO interest coverage sustaining above 2.0x.

Recovery Analysis Assumptions

The recovery analysis assumes that Eco Material Technologies, Inc.
would be reorganized as a going concern in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim.

The going-concern EBITDA reflects Fitch's assumption that distress
would likely occur from a combination of weak construction
activity, increasing and sustained competitive pressures and poor
operating performance. Fitch estimates annual revenues that are
about 15% below Fitch-adjusted LTM Sep. 30, 2021 pro forma levels
and Fitch-adjusted EBITDA margins of about 15% would capture the
lower revenue base of the company after emerging from a downturn
plus a sustainable margin profile after right sizing, which leads
to Fitch's $70 million going-concern EBITDA assumption. The
going-concern EBITDA assumption is about 25% lower than
Fitch-calculated LTM EBITDA of $93 million.

To calculate the EV, Fitch used a going-concern EBITDA multiple of
5.0x, which is below the 6.6x multiple for the acquisition of Boral
Resources, LLC. The 5.0x multiple is also lower compared to
building products and distributor peers, which are meaningfully
larger than Eco. Fitch applied a 6.5x EV multiple to Chariot
Holdings, LLC, a leading North American provider of garage door
openers and a 5.5x EV multiple to Park River Holdings, Inc., a
leading national provider of specialty branded interior and
exterior building products. Fitch does not have recent data on
recovery multiples for building materials producers.

The ABL revolver is assumed to be 66% drawn at default, which
accounts for potential shrinkage in the available borrowing base
during a contraction in revenues that provokes a default, and is
assumed to have prior-ranking claims to the senior secured notes in
the recovery analysis. The analysis results in a recovery
corresponding to an 'RR3' for the $500 million senior secured
notes.

RATING SENSITIVITIES

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

-- Successful execution on growth strategy as demonstrated by
    increased revenues from SCMs other than fresh fly ash while
    maintaining EBITDA margins in the high-teen percentages;

-- Fitch's expectation that total debt to operating EBITDA will
    sustain below 5.0x.

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

-- Fitch's expectation that total debt to operating EBITDA will
    sustain above 6.0x;

-- FFO interest coverage falling below 2.0x;

-- Failure to execute on growth strategy or material
    deterioration in current operating performance, resulting in
    EBITDA margins contracting into the low-teen percentages and
    neutral to negative FCF.

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 Position: Pro forma for the transactions, the
company would have about $9.4 million of cash on the balance sheet
and full availability under the proposed $50.0 million ABL. Fitch
also projects Eco to generate some FCF in 2022 and 2023, given its
high EBITDA margins and relatively low requirements for maintenance
capex. The FCF generation and ABL should provide the company with
ample liquidity to fund current operations and the planned growth
projects. Eco has no maturities until the proposed ABL and notes
come due in 2026 and 2027, respectively.

ISSUER PROFILE

Eco Material Technologies Inc. (Eco) is a harvester, producer,
marketer, and distributor of supplementary cementitious materials
(SCMs) used in the production of concrete.


ECO MATERIAL: Moody's Assigns B2 CFR & Rates New $500MM Notes B2
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating, a B2-PD Probability of Default to Eco Material Technologies
Inc. and B2 rating to the company's proposed $500 million senior
secured notes. Proceeds from the notes issuance will be used to
fund the acquisition of Boral Limited's North American Fly Ash
business, which will be combined with Green Cement Inc. ("GCI")
under Eco Material. The outlook is stable.

The ratings are subject to review of the final credit agreements.

"Eco Material's B2 CFR reflects our expectation that its operating
cash flow will cover capital expenditure needed to develop
alternative fly ash supply sources and its adjusted debt to EBITDA
will remain in the range of 4.0x to 5.0x in the next two to three
years. The rating is constrained by its small scale and the
expected decline in fresh fly ash volumes from coal-fired
utilities. Credit strengths include the company's well established
logistics networks, long-term supply contracts and the strong
demand on fly ash thanks to its sustainability benefits and
performance features. The combination of GCI and Boral Limited's
North America Fly Ash business under one roof offers operational
benefits and supports future growth," said Jiming Zou, Moody's lead
analyst on Eco Material.

Assignments:

Issuer: Eco Material Technologies Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)

Outlook Actions:

Issuer: Eco Material Technologies Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Eco Materials' rating is constrained by its small revenues scale
and its business concentration on marketing and distributing fresh
fly ash, as well as providing site service to utilities. The
phasedown of coal fired electricity generation in the US will
reduce the supply of fresh fly ash and increase the cost of
procuring fly ash from utilities, as already seen in the last
decade. To secure additional supply and uphold its sales volumes,
the company will incur additional capital expenditure to harvest
deposited ash and develop natural pozzolan mines along with
grinding and blending facilities. These alternative supply sources
are still under development and tend to have higher operating costs
than fresh fly ash. Moreover, the company will continue to invest
in rail car fleet and storage spaces to optimize its distribution
network and to mitigate seasonality and upstream disruptions. As
power production peaks in northern states in winter, the company
utilizes its storage to reserve fly ash for the construction season
or its network to move the winter production in the north to the
markets in the south. Improving its distribution networks is also
essential to consistent, timely and cost-effective fly ash supply
to concrete producers, which can be served by other cement
producers.

Moody's expects Eco Materials to incur at least $40 million to $50
million per annum in developing alternative supply sources and
maintaining storage and logistics infrastructure. This will ensure
stable volumes and earnings, while keeping its adjusted debt
leverage in the range of 4.0x -5.0x with modest free cash flow
generation, in the next two to three years. Additional spending on
growth projects is discretionary and can be postponed if return
prospects are below expectation.

ECO Material's rating is supported by its large market share,
established distribution networks, long-term relationships with
utilities and the strong demand on fly ash thanks to its
sustainability benefits, performance features and department of
transportation specification.

Fly ash is a by-product of coal fired electricity generation that
can be used as a partial substitute for cement in the production of
concrete. It improves concrete strength and durability, while
decreasing permeability and thermal cracking. Eco Materials has a
50% share of volume in North American's fly ash business, expansive
logistics network of supply sources, storage and distribution
terminals. It has a track record in winning tenders and extending
existing contracts, which generally have terms of three to eight
years. Replicating such a business at scale is hindered by the
limited fly ash supply from coal-fired utilities, large investment
needed to build a nationwide logistics network, and required
technical knowhow. Major customers are diversified, ready-mix
concrete producers, which view fly ash as a high quality and
zero-carbon alternative for Portland cement. Moody's expects demand
for fly ash will remain strong in 2022 and beyond, given a healthy
recovery in public and non-residential construction from the
pandemic and robust activities in residential construction. Fly ash
prices have been rising faster than cement prices as a result of
its tight supply and environmental benefits in recent years.

The combination of GCI and Boral Limited's North America Fly Ash
business under one roof offers operational benefits and the
potential for future growth. GCI's proprietary technology,
involving physical processing and chemical additives, can recover
and process landfilled materials and improve the value from
harvested fly ash. GCI has been operating its Jewett facility in
Texas since 2012, but has recently faced supply restrictions on
fresh ash from its supplier. Boral's relationship with the
utilities can provide GCI with access to new sources of feedstock
such as landfilled fly ash and natural pozzolans.

Eco Material's adequate liquidity profile reflects its available
cash on hand at the closing of the transaction, $50 million
asset-based revolver and expected modest free cash flow generation.
Moody's expects the company will likely use its revolver given the
additional working capital and capital expenditure needs for the
development of alternative fly ash supplies. The revolver has a
springing financial covenant—fixed charge coverage ratio of 1x,
which will be tested if the availability is less than the greater
of 10% of the borrowing base and $5 million.

The company's proposed $500 million senior secured notes are rated
B2, in line with the CFR, reflecting its predominance in the debt
capital structure, although they are junior to the ABL revolver.
The notes will be secured by a first priority lien on fixed assets
and a second priority lien on current assets including receivables,
inventory and cash.

The stable outlook reflects Moody's expectation that fly ash demand
remains strong and the company will invest in alternative supply
sources without weakening its credit metrics.

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

Moody's could upgrade the rating, if the company successfully
implements its investment strategy, improves its supply sources and
expands its business scale and diversity. A rating upgrade would
also require debt leverage sustainably below 4.0 times, retained
cash flow to debt exceeding 15%, and management commitment to more
conservative financial policies.

Moody's could downgrade the rating, if the company fails to develop
alternative supply sources as planned and its sales volumes and
earnings deteriorate. Debt leverage above 5 times, negative free
cash flow, or deterioration in liquidity would also result in a
downgrade.

ESG consideration

Eco Materials' ratings incorporate favorable environmental benefits
of fly ash. Fly ash is primarily used as an affordable and
environmentally sustainable partial alternative to cement in
pre-mixed concrete. It is an effective way to recycle waste
products from utilities with minimal incremental carbon emissions.
Using fly ash reduces greenhouse gas emissions and the need for
disposing in landfills. Although there are environmental risks
associated with its business of managing disposed coal ash at
utilities, Moody's expect these risks can be managed by the
company. Governance risks are above-average due to the risks
associated with private equity ownership, reduced financial
disclosure requirements as a private company and more aggressive
financial policies compared to most public companies.

Eco Material is the largest marketer and distributer of fly ash and
one of the leading producers of sustainable cementitious products
in the United States. The company was formed in December 2021 in
connection with the proposed merger of Green Cement, Inc., and
Boral Resources, a North American subsidiary of Boral Limited. The
company is owned by Warburg Pincus, One Equity Partners and GCI
managers. The company generated pro forma revenue of $537.3
million.

The principal methodology used in these ratings was Construction
published in September 2021.


ECO MATERIAL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Houston-based Eco Material Technologies Inc. and its 'B'
issue-level rating and '3' recovery rating to the proposed $500
million senior secured notes due 2027.

S&P's stable outlook anticipates favorable demand for
environmentally friendly construction materials over the next 12
months, which should drive sales of Eco Material's portland cement
alternatives such that EBITDA remains well below our downgrade
trigger of 7x.

Eco Technology is a very narrowly focused supplier of established
and newer cementitious products that are viewed to be more
environmentally friendly substitutes for portland cement. The newly
formed company will consist of Australian firm Boral Ltd.'s North
American fly ash business (to be acquired by private equity firms
One Equity Partners and Warburg Pincus for $735 million) and the
Green Cement Inc., which is backed by the same financial sponsors.
The Boral unit has long processed and sold fly ash to U.S. concrete
manufacturers as a more ecologically friendly alternative to
portland cement. The newer Green Cement unit developed technology
to process fly ash and pozzolans, which are naturally occurring
silica and alumina-based materials, into a cementitious product
that is also a substitute for portland cement. While the
established fly ash product currently accounts for about 95% of the
company's sales, S&P views the company's ability to profitably grow
production and commercial acceptance of its Green Cement product to
be a key long-term business risk because fly ash is derived
primarily from coal fired electric generation, which is in secular
decline in the U.S.

S&P said, "The company's brief operating history, on a standalone
basis, and its relatively small size compared with more highly
rated building materials companies are key business risks that are
only partly offset by our expectation for solid profit margins in
2022 and 2023. We forecast the combined companies' annual sales in
the $500 million to $600 million range in each of the next two
years. While this relatively small scale is not a risk in and of
itself, larger firms typically benefit from greater product and
geographic diversity. Newer firms, such as Eco Material, have not
demonstrated time-tested competitive advantages over peers. That
said, we expect Eco Material to retain adequate access to fly ash
supply over the next two years and we forecast U.S. residential and
infrastructure construction spending to remain favorable in this
timeframe. These conditions should support relatively steady EBITDA
margins (not disclosed) at the upper end of the range we view as
average for more traditional cement manufacturers in 2022 and
2023.

"We expect Eco Material to be aggressively leveraged over the next
two years, but not egregiously so compared with many other private
equity-owned firms. The company will fund the $735 million
acquisition of the Boral fly ash business primarily with proposed
$500 million senior secured note offering plus $236 million of cash
from the private equity sponsors. We view the proposed capital
structure to be aggressive with adjusted debt to EBITDA in the 4x
to 4.5x range, funds from operations (FFO) to debt in the 12% to
14% range, and EBITDA interest in the 2.5x to 2.8x range over the
next two years. Our forecast assumes very modest growth in the
newer Green Cement business, which provides some upside to our
estimates. Furthermore, we acknowledge leverage will initially be
lower than we typically see with acquisitions by financial sponsors
(where leverage often exceeds 5x EBITDA). Still, our holistic view
of financial risk takes into account the typically short-term
holding patterns of private equity firms and their propensity to
enhance returns through the use of leverage over the course of
their ownership."

The outlook is stable. Eco Material sells its portland cement
substitutes to U.S.-based ready-mix concrete manufacturers that are
poised to benefit from an anticipated 1.5 million housing starts in
2022, a modest rebound in commercial construction spending of about
1%, plus the $550 million of new incremental infrastructure
spending signed into law in November 2021. This healthy demand
environment should support Eco Material's solid EBITDA margins and
enable it to maintain leverage below 5x EBITDA over the next 12
months.

Given S&P's expectation for a generally healthy U.S. economy and
construction sector in 2022, the most likely path to a lower rating
would be the pursuit of more aggressive financial policies by the
company's financial sponsors. S&P would lower its ratings if debt
financed dividends or other leveraging events caused:

-- Adjusted debt to EBITDA to climb above 7x,

-- Adjusted FFO to debt to fall materially below 12%, or

-- Adjusted EBITDA to interest to fall below 1.5x

S&P is unlikely to upgrade Eco Materials over the next 12 months
because of the company's smaller scale and limited operating
history as a stand-alone company and the potential for more
aggressive financial policies associated with the financial sponsor
ownership. Although S&P could raise the rating in the longer term
if:

-- Growth in the new Green Cement sales push revenue above $1
billion without diminution to currently solid margins, and

-- S&P determines that management and owners are committed to
maintaining leverage comfortably below 5x EBITDA.

S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Eco Technology. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that potentially prioritizes the
interests of the controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. Our
assessment also reflects their generally finite holding periods and
a focus on maximizing shareholder returns. Although environmental
factors are a neutral credit consideration currently, we could take
a more favorable view of environmental factor influence over time
with broader commercial acceptance of the company's natural
pozzolan-derived products as a substitute for carbon-intense
portland cement."



ECOLIFT CORP: March 9 Disclosure Statement Hearing Set
------------------------------------------------------
Judge Edward A. Godoy has entered an order within which March 9,
2022 at 1:30 p.m. via Microsoft Teams is the hearing to consider
adequacy of the disclosure statement filed by Ecolift Corporation.

In addition, objections to the disclosure statement should be filed
not less than 14 days prior to the hearing.

A copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/3IAaj7Q from PacerMonitor.com at no charge.    

Attorney for the Debtor:

     Carmen D. Conde Torres
     C. CONDE & ASSOC.
     San Jose Street #254, 5th Floor
     San Juan, P.R. 00901-1253
     Tel: (787) 729-2900
     Fax: (787) 729-2203
     E-mail: condecarmen@microjuris.com

                       About Ecolift Corp.

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


EMBECTA CORP: Moody's Rates New $500MM Senior Secured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Embecta Corp.
proposed offering of $500 million senior secured notes. There is no
change to the company's Ba3 Corporate Family Rating, the Ba3-PD
Probability of Default Rating, or the Ba3 ratings assigned to the
company's senior secured bank credit facilities. There is also no
change to the company's Speculative Grade Liquidity Rating of
SGL-1. The outlook remains stable.

In connection with Embecta's spinoff from Becton, Dickinson and
Company ("BD"), the company seeks to raise new facilities
consisting of a $500 million senior secured first lien revolver
(undrawn at close), a $1,150 million senior secured first lien term
loan, and $500 million of senior secured notes. Proceeds from the
new debt will be used to make a $1.44 billion cash distribution to
BD, fund $160 million of cash on the balance sheet, and pay related
fees and expenses. The Ba3 rating assigned to the proposed senior
secured notes reflect their interest in substantially all assets of
the borrower and the fact that secured debt is the sole class of
debt within the company's capital structure. The proposed senior
secured notes rank pari-passu with the company's previously rated
senior secured bank credit facilities.

Assignments:

Issuer: Embecta Corp.

Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD4)

RATINGS RATIONALE

Embecta's Ba3 Corporate Family Rating broadly reflects its top
market position in diabetes insulin injection devices globally. The
company benefits from long-standing customer loyalty to its
products, driving recurring revenue from users and providers. The
credit rating is further supported by the scale of the company's
manufacturing and distribution network, which acts as a barrier to
entry and allows for significant operating leverage -- driving
attractive profit margins and good free cash flow generation.

The rating is constrained by the company's modest growth prospects,
as adoption of new insulin management technologies will continue to
take share from Embecta's legacy injection products. The rating
also takes into consideration the company's lack of diversification
outside of diabetes care injections which may expose it to high
business risk, such as potential pricing pressure, manufacturing
issues, and product defects. In addition, the rating accounts for
execution risk related to the spinoff of Embecta from BD.

The Ba3 rating assigned to the proposed senior secured notes
reflect their interest in substantially all assets of the borrower
and the fact that secured debt is the sole class of debt within the
company's capital structure. The proposed senior secured notes rank
pari-passu with the company's senior secured bank credit
facilities.

The outlook is stable. Moody's expects that leverage will initially
increase towards the company's stated target (4.25x gross leverage)
over the next 12-18 months as the company establishes standalone
infrastructure, and spends incremental R&D on growth initiatives.
Moody's believes earnings and leverage will stabilize towards the
end of fiscal year 2023, reflecting the steadiness of the
underlying insulin injection business.

Social and governance factors are material for Embecta's credit
profile. Medical device company's regularly encounter elevated
elements of social risk, such as those associated with responsible
production including compliance with regulatory requirements and
potential reputational and financial impacts from product recalls
or related issues. Social considerations also include favorable
demographic and societal trends, such as the rising prevalence of
diabetes globally. These supportive trends are however partly
mitigated by on-going pressure from government and commercial
payors to reduce healthcare costs. Governance risk reflects Moody's
expectation that the company is committed to moderately aggressive
financial policies. This is based on the company's articulated
leverage target of gross debt/EBITDA remaining below 4.25x,
including any potential M&A and shareholder friendly activities.

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

Ratings upside is unlikely in the near-term as the company
transitions into a standalone entity from BD over the next 12-24
months. Longer-term, assuming a successful spin-off, ratings could
be upgraded if Embecta is able to maintain stable earnings from the
core injection business, while effectively managing its strategic
initiatives under more conservative financial policies.
Quantitively, ratings could be upgraded if debt/EBITDA is sustained
below 3.5x while maintaining a very good liquidity profile.

Ratings could be downgraded if more rapid inroads from insulin
management technologies pressured Embecta's revenue and earnings.
Ratings could also be downgraded if the company is unable to
successfully manage the transition to a standalone entity, faces
operating disruptions, or loses a major customer contract. In
addition, ratings could be downgraded if the company manages its
growth initiatives with a more aggressive financial policy.
Quantitatively, the ratings could be downgraded if adjusted debt to
EBITDA is sustained above 4.5x.

Embecta is a leading provider of Diabetes insulin injection
products and services, including pen needles, syringes, and related
safety products. Embecta generated revenue of $1.16 billion in the
last twelve months ended September 30, 2021.

The principal methodology used in this rating was Medical Products
and Devices published in October 2021.


ENVIVA INC: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Enviva Inc.'s (EVA) Long-Term Issuer
Default Rating (IDR) at 'BB-' and senior unsecured rating at
'BB-'/'RR4'. The affirmation considers EVA's organizational
transformation to a corporate structure from a Master Limited
Partnership which is not expected to impact its current credit
profile. The Rating Outlook is Stable.

EVA's ratings reflect the stable and predictable nature of
contracted cashflows generated by its growing portfolio of wood
pellet production plants, and also reflect its growing customer
base, increasing scale of operations and regulatory support for
biomass. EVA's revenues are largely derived from long-term
take-or-pay contracts with creditworthy counterparties, including
major power generators and, to a lesser extent, utilities and large
industrial customers.

Following the recent transformation to a corporate structure and
the acquisition of contracted assets in 3Q21 Fitch expects leverage
metrics to remain pressured over the next two years as Enviva
focuses on accelerating its capital spending program to support its
growing contract backlog. Enviva's ratings reflect the expectation
that EBITDA leverage metrics will average 4.4x through 2022-2023 as
capex peaks and strengthen thereafter to approximately less than
4.0x in 2025 as capital spending subsides and the company realizes
a full year of earnings from new wood pellet production plants and
ongoing plant expansions.

Fitch expects management to maintain a disciplined approach to
funding its large capital spending program and would likely take a
positive rating action as the company scales the business to
greater than $300 million of EBITDA while Debt to EBITDA leverage
remains at or below 4.3x.

KEY RATING DRIVERS

Volume Growth Under Long-Term Contracts: EVA maintains a robust
pipeline of projects and contracts under negotiation that provide a
pathway for significant growth over the next few years. EVA has a
weighted average remaining term of approximately 14.5 years and
contracted revenue backlog of approximately $21 billion for its
overall contract portfolio. In addition, EVA has a robust backlog
of contracts under negotiation that, if finalized, will allow for
accelerated intermediate-term growth.

EVA's counterparty contracts are primarily take-or-pay contracts
with a fixed price for the entire term of the contract subject to
annual inflation-based adjustment and price escalation, which offer
some downside protection in raw materials and shipping costs.
Shipping costs are also fixed. Once a contract is finalized, EVA
matches offtake contracts with shipping contracts while fuel costs
are passed through to customers.

Creditworthy Counterparties: Enviva's contracts are primarily with
large creditworthy counterparties and Fitch expects a significant
increase in the diversification of EVA's customer base over the
next few years as it continues to sign additional contracts and
expands its operations in the U.K. Europe and, increasingly, Japan.
By 2025, the company projects that 50% of its revenues will come
from Japanese customers, with the largest customers representing no
more than 15% of its contracts mix when including contracts signed
by the company and its parent sponsor.

EVA's customers are primarily independent electric producers. In
2021, nearly all of EVA's revenue will be generated from six major
customers, including Drax Power Limited (a subsidiary of Drax Group
Holdings Limited [BB+/Stable]), Lynemouth Power Limited, MGT Power,
RWE AG (BBB+/Stable), Orsted A/S (BBB+/Stable) and Sumitomo Corp.

Corporate Reorganization Neutral to Ratings: Fitch believes
Enviva's organizational transformation to a corporate structure
from an MLP will be manageable within its current credit profile.
In Fitch's view, construction risk is largely mitigated by EVA's
portfolio of long-term contracted cashflows with creditworthy
counterparties, the experience of the management team, and the
maturity of the design of the wood pellet production facilities
including a relatively short 18-month construction timeline.

Additional expenses are partially offset by synergies which are
expected increase to over time (up to $40 million), reduced plant
construction costs (management is projecting reduced investment
multiples approximating 5.0x from 7.5x) and lower financing costs
through the elimination of the former parents Incentive
Distribution Rights. Lower acquisition and financing costs are
expected to generate $1 billion in savings over the next five
years. Furthermore, Enviva is expected to remain a minimal cash
taxpayer through the forecast period due to strong growth.

Limited Size; Acquisitions Increase Scale: EVA is growing rapidly,
but at this time its limited size constrains its ratings, with
projected EBITDA ranging from $275 million to $300 million in 2022.
On July 1, 2021, EVA completed a acquisition of contracted assets
from its former parent sponsor that adds scale to the company's
operations.

As part of the transaction, EVA purchased a wood pellet production
plant and a deep-water marine terminal in Mississippi for $345
million dollars. These acquisitions increase EVA's fully contracted
production capacity by 14% and its deep-water marine terminal
throughput capacity by 38%. The assets are supported by three
long-term take-or-pay contracts with creditworthy Japanese
counterparties for nearly all (approximately 84%) of the Lucedale
plant's production capacity, with a weighted average contract life
of 15 years. The assets are expected to ramp up production in 2022
after having commenced operation in 4Q21.

Leverage Pressured; Deleveraging Expected: Fitch expects leverage
metrics to remain elevated over the next two years as Enviva
focuses on accelerating its capital spending program to support its
growing contract backlog. Fitch expects EBITDA leverage to increase
to 4.5x in 2023 as capex peaks and decline to less than 4.0x in
2025 as capital spending subsides. Due to strong demand the company
is moving forward with ongoing plant expansions and the planned
construction of its Epes and Bond plants in Alabama and
Mississippi, each with a 1 million MPTY capacity in 2022 and 2023,
respectively.

Following the recent construction of its Lucedale plant and
Pascagoula terminal, deleveraging will be primarily due to the
realization of a full year of earnings following the in service
date of the new production plants, but also reflects organic
growth, including ongoing plant expansions, and assumes the company
will maintain its conservative acquisition financing mix and lower
its future plant EBITDA investment multiples to approximately 5.0x
from 7.0x as a result of the simplification of its organizational
structure.

Conservative Financial Strategy: Fitch expects future dropdowns to
average one per year over the next few years, future cash flows
will be fully contracted with creditworthy counterparties, and they
will be financed by a balanced 50/50 mix of equity and debt. Fitch
believes EVA's publicly stated financial policy supports the
current ratings. This includes achieving a 3.5x-4.0x leverage
ratio, maintaining a forward-looking annual dividend coverage of
1.5x, and targeting a balanced 50/50 capital structure of equity
and debt.

Regulatory Environment Remains Supportive: Fitch believes the
regulatory environment in jurisdictions that EVA serves should
remain favorable in the near term. EVA's core markets in Germany
(contracts currently under negotiation), the U.K. and Japan have
recently announced aggressive renewable targets and carbon
reduction goals, which should allow EVA to continue to gain market
share as European and Asian utilities, power generators and
industrial customers increasingly use biomass as an economic
replacement in coal-fired generating facilities to meet emissions
targets.

The U.K. recently announced that it will cease all coal-fired
generation by October 2024, Germany will phase out coal generation
by 2038 and Japan recently doubled its renewable target to 36%-38%
by 2030. EVA benefits from regulatory frameworks in the U.K.,
Germany, Denmark and Japan that include the use of Feed-In Tariffs
to incentivize the adoption of renewable generation, including
biomass.

DERIVATION SUMMARY

EVA is the world's leading supplier of utility-grade wood pellets
to major power generators across the globe. Its cash flow is
supported by long-term take-or-pay contracts with utilities and
power generators that are currently subsidized by their local
government to produce electricity using renewable energy sources,
such as biomass. There are limited publicly traded comparable
companies for EVA given the size of the biomass sector as well as
the competitive landscape.

EVA is growing rapidly but exhibits a much smaller scale of
operations than peers with expected annual EBITDA of more than $300
million in the near term. While EVA's credit profile is currently
hindered by its small scale of operations, its ratings are
reflective of long-term take-or-pay contract profile and a
supportive regulatory environment for the biomass industry.
Atlantica Sustainable Infrastructure Plc (AY; BB+/Stable) is a
comparable for EVA in the renewable energy space.

AY is a dividend, growth-oriented company that owns and manages a
diversified portfolio of contracted assets underpinned by long-term
contracts with credit-worthy counterparties in the power and energy
markets. Like EVA, AY generates cash flow under contract prices
with counterparties that benefit from supportive government
policies. However, AY is roughly 3.0x larger than EVA by size and
cash flow. Fitch projects EVA's FFO leverage will average 4.4x over
the next three years (2022-2024) which is higher compared to AY's
gross leverage ratio (HoldCo debt/CAFD) in the mid- to high-3x
range but is positioned well with respect to the higher rated
YieldCo's negative sensitivity threshold of 4.0x.

Sunoco LP (BB/Positive) is a comparable within the midstream space,
given that Sunoco also operates in a highly fragmented, competitive
wholesale motor fuel sector. Similar to EVA, Sunoco also has
12-year, take-or-pay fuel supply agreement with a 7-Eleven
subsidiary under which Sunoco will supply approximately 2.2 billion
gallons of fuel annually. While EVA's projected leverage is similar
to Sunoco's, with YE 2021 leverage expected to be 4.4x, EVA is
one-third the size of Sunoco. Additionally, Fitch also does not
expect Sunoco to have major funding needs in the near term.

KEY ASSUMPTIONS

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

-- Revenue and EBITDA growth driven by increasing wood pellet
    export volumes as well as annual inflation and price
    adjustment under existing and new contracts;

-- Accretive cash flow from construction of new wood pellet
    production plants;

-- Future construction of production plants averaging one per
    year are assumed in forecast periods financed with 50/50 mix
    of equity and debt;

-- Capex averages $338 million per annum in 2022-2025 with peak
    spending in 2023 and declines thereafter;

-- Regulatory environment remains supportive for the biomass
    industry in the jurisdictions that EVA's customers operate in.

RATING SENSITIVITIES

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

-- Continued increase in size and scale of operations with EBITDA
    greater than $300 million;

-- Total debt with equity credit to EBITDA below 4.3x.

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

-- Significant credit event with counterparties, including multi
    notch downgrade at EVA's major counterparties, which will
    impair future cash flow into EVA;

-- Unfavorable changes in regulatory environment with regard to
    treatment and subsidies supporting biomass power generation as
    renewable generation;

-- Capex spending or unfavorable dividend policy that
    significantly reduces liquidity or increases leverage;

-- Total debt with equity credit to EBITDA above 5.0x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Enhanced Liquidity: In December 2021 EVA increased its financial
flexibility by amending its secured revolving credit facility. The
credit facility was upsized to $570 million from $525 million,
borrowing costs remain the same, and the maturity remains unchanged
with expiry in April 2026.

As of Sept. 30, 2021, EVA had approximately $192 million of
liquidity available under its previous $525 million revolving
credit facility including $12 million of unrestricted cash and cash
equivalents. Fitch expects the company to have adequate liquidity
to finance plant expansions and construction, fund its working
capital needs and dividend distributions in the near term.

To alleviate financing needs in the short-term term, management has
issued approximately $346 million of equity in January while also
having slowed the pace of future dropdowns to once per year from
two on average.

ISSUER PROFILE

Enviva Inc. (EVA) is the world's largest supplier of utility-grade
wood pellets to major power generators by production capacity. The
company procures wood fiber and processes it into utility-grade
wood pellets, which are then transported to their customers
overseas through vessels. EVA's customers, which are primarily
power generation companies or industrial customers in Europe and
Asia, use wood pellets to generate electricity in their dedicated
biomass or co-fired coal power plants. These countries consider
wood pellets to be a renewable power source and key to Europe's and
Asia's energy transitions.

ESG CONSIDERATIONS

Enviva Inc.: Group Structure: Change to 3 from 4

Following the organizational simplification and transformation to a
C Corp structure from a more complex MLP group structure, Fitch has
changed the ESG Relevance Score for Group Structure and Financial
Transparency to a '3' from '4'. This has a modestly positive impact
on the credit profile and is relevant to the rating in conjunction
with other factors.

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


ERO COPPER: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B' to Ero Copper Corp. with a Stable Rating Outlook and
assigned a 'B'/'RR4' to the company's secured revolving credit
facility and proposed senior unsecured notes.

Ero Copper's rating reflects its concentration in two operating
mines, concentration in Brazil, solid mine lives, favorable cost
position, moderate scale, conservative leverage profile, high
exposure to copper and the potential for Boa Esperanca to
significantly increase copper production at moderate cash outlays
with a favorable operating cost profile.

KEY RATING DRIVERS

Favorable Cost Position: Ero Copper reports the operating mines are
in the first quartile of the global cash cost curve and Fitch
estimates that the addition of Boa Esperança would leave average
cash costs near the lower half of the global cash curve.

High Near-Term Capex: Capital projects currently include Pilar 3.0
with $250 million to be spent between 2022 and 2025 and the Boa
Esperança project with about $300 million to be spent between 2022
and 2024. Fitch expects capex levels to peak at about $350 million
in each of 2022 and 2023 with the development of Boa Esperanca
before tailing off when the project is completed. Guidance for 2022
is $330 million-$375 million, including consolidated exploration
spending.

Boa Esperança is fully permitted for construction and could move
forward in 2Q22 with board approval. Construction is expected to
take two years. Given the conventional nature of the mining method
and the recent nature of the technical report Fitch views the risk
of delay and cost over-run as low/average.

Reliance on Exploration: Ero Copper's growth strategy is
concentrated on growth within its existing mining concessions in
Brazil and therefore is reliant on finding additional reserves.
Exploration in 2022 is guided to $39 million to $46 million. The
company has a solid track record having more than doubled copper
reserves (excluding depletion) in the period 2017-2020 and adding
six years to the life of its gold mine. Fitch expects exploration
spending to remain high.

Exposure to Copper: Copper sales accounted for roughly 86% of YTD
Sept. 30, 2021 revenue. Average spot copper prices were
$9,188/tonne in the period compared with $5,849/tonne for YTD Sept.
30, 2020 and current spot prices above $9,700/tonne. Fitch expects
copper prices to be volatile and assumes $8,500/tonne in 2022,
$8,000/tonne in 2023 and $7,500/tonne in 2024. Fitch estimates that
a 10% change in copper prices impacts 2022 EBITDA by $36 million.

De-Leveraging Capacity: Under its rating case, Fitch expects 2022
EBITDA of roughly $200 million, resulting in net debt/EBITDA of
about 1.1x. Given the assumed moderation in prices, Fitch expects
net debt/EBITDA to peak under 3.0x in 2023 before declining as Boa
Esperanca ramps up.

DERIVATION SUMMARY

Ero Copper Corp. is smaller, less diversified by commodity and
expected to be modestly higher leveraged in 2022+ compared with
Hudbay Minerals Inc. (B+/Positive) albeit with higher margins. Ero
Copper is lower cost, larger by earnings and lower leveraged
compared with Taseko Mines Ltd. (B-/Stable). Ero Copper is modestly
smaller and expected to be modestly higher leveraged than Eldorado
Gold Corp. (B+/Stable).

Under Fitch's Country-Specific Treatment of Recovery Ratings Rating
Criteria, recovery ratings are capped at 'RR4' given concentration
of operations in Brazil.

KEY ASSUMPTIONS

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

-- Copper Price at $8,500/tonne in 2022, $8,000/tonne in 2023,
    and $7,500/tonne in 2024;

-- Gold Price at $1,600/oz. in 2022, $1,400/oz. in 2023 and
    $1,300/oz. in 2024;

-- Average annual copper sold at about 43,000 tonnes in 2022-2024
    from Mineração Caraíba S.A.;

-- Boa Esperança begins producing in 2024;

-- Average annual gold sold at 48,000 oz in 2022-2024;

-- $400 million in senior unsecured notes are issued in 2022;

-- No dividends or share-repurchases;

-- Capital expenditures average $300 million per year in 2022-
    2024 including Boa Esperança development.

RATING SENSITIVITIES

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

-- Visibility into successful completion of the Boa Esperança
    project;

-- Financial policies in place resulting in consolidated total
    debt/EBITDA after minority distributions anticipated to be
    sustained below 2.8x;

-- Financial policies in place resulting in consolidated FFO
    leverage anticipated to be sustained below 3.3x.

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

-- Total debt/EBITDA after minority distributions anticipated to
    be sustained above 3.8x;

-- Consolidated FFO leverage anticipated to be sustained above
    4.3x.

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

Satisfactory Liquidity: Pro forma for the note issue and amendment
to the revolving credit facility, cash on hand is expected to
exceed $400 million and the $75 million revolver due 2025 is
expected to be fully available. Maturities of equipment loans will
be fairly minimal. Fitch expects liquidity to be sufficient to
support existing operations and development of Boa Esperanca under
its rating case.

ISSUER PROFILE

Ero Copper Corp., headquartered in Vancouver, B.C., owns a 99.6%
interest in the Brazilian copper mining company, Mineracao Caraiba
S.A. (MCSA) and 97.6% of the NX Gold Mine, an operating gold and
silver mine located in Mato Grosso, Brazil. MSCA owns 100% of the
MCSA Mining Complex, comprised of the Pilar and Vermelhos
underground mines located in the Curaçá Valley, Bahia State,
Brazil. MSCA also owns the Boa Esperança Iron Oxide Copper Gold
type development copper project located in Para, Brazil.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has made no material adjustments that are not disclosed
within the company's public filings.

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.


ERO COPPER: Moody's Assigns First Time B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Ero Copper
Corp., consisting of a B1 corporate family rating, a B1-PD
probability of default rating, a B1 senior unsecured rating, and an
SGL-2 Speculative Grade Liquidity Rating. The ratings outlook is
stable.

Ero Copper's proposed financing of US$400 million of senior
unsecured notes, due 2030, will be used to fund the repayment of
certain indebtedness, general corporate purposes and the
development of its Boa Esperanca project.

Assignments:

Issuer: Ero Copper Corp.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4)

Outlook Actions:

Issuer: Ero Copper Corp.

Outlook, Assigned Stable

RATINGS RATIONALE

Ero Copper is constrained by its 1) small scale (45,511 tonnes of
copper in concentrate at the MCSA Mining Complex and 37,798 ounces
of gold at the NX Gold Mine in 2021), 2) mine concentration with a
reliance on the MCSA Mining Complex (located in Brazil) for its
operating cash flow, 3) execution risks related to the potential
development of the Boa Esperanca project located in Brazil, and 4)
a concentration of cash flow largely from one metal (copper). The
company benefits from 1) the high grade and subsequent competitive
cost profile of its operations (C1 cash cost of US$0.70/lb for the
nine months ending Sept 2021), 2) low leverage (adjusted debt to
EBITDA expected to be about 2x during construction of Boa
Esperanca), 3) the long mine life of its MCSA mining complex (over
12 years) 4) expected conservative financial policies and good
liquidity and 5) fully commited funding for its Boa project.

Pro-forma for the notes offering, Ero Copper's adjusted debt to
EBITDA was 1.4x for the twelve months ending September 2021, and is
expected to peak at about 2.2x in 2023 during the construction of
Boa Esperanca. EBIT Interest coverage is expected to be about 8x
during the next 12-18 months. Moody's believe that Ero Copper will
maintain conservative financial policies and credit metrics will be
strong for its rating.

Pro-forma for the transaction, Ero Copper has good liquidity over
the next twelve months, with Sources totaling about $545 million
compared to Uses of $190 million. Sources include a cash balance of
$119 million at Q3/21, $350 million of cash that will be put onto
the balance sheet from its debt issuance, and full availability on
its $75 million credit facility (mature March 2025). Uses are
Moody's expectation of free cash flow usage of about $190 million
as the company's spending is elevated during the construction of
the Boa Esperanca project. Ero Copper has financial covenants
within its credit facility including a maximum leverage and minimum
interest coverage tests. Moody's expect the company will remain
well in compliance with its financial covenants.

The stable outlook reflects Moody's expectation that Ero Copper has
sufficient funding and liquidity in place to develop its Boa
Esperanca project. It also incorporates the expectation that the
company will maintain financial discipline and leverage will be
sustained below 3x.

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

The CFR rating could be upgraded to if Ero Copper is able to
achieve increased mine diversity and demonstrate its ability to
execute on new mine development without meaningful setbacks. It
would also require that leverage is sustained below 2.5x (1.4x
proforma the debt offering at Q3/2021), and liquidity remains
good.

Negative rating pressure could develop if there are cost increases
or delays in the development of Boa Esperanca that pressure
liquidity. The rating could also be lowered if the company
experiences material operational issues at its producing mines
which could result in lowered production and higher costs.
Quantitatively, Moody's would consider a downgrade if the leverage
ratio is expected to increase and be sustained above 3.5x (expected
to peak at about 2.2x in 2023) and (CFO - Dividends)/Debt declines
below 20% (40% expected in 2022).

The principal methodology used in these ratings was Mining
published in October 2021.

Ero Copper Corp. is a public copper and gold producer headquartered
in Vancouver, Canada. The company's operations include The MCSA
Mining Complex (MCSA), Boa Esperanca copper Project and the NX Gold
Mining Complex, all in Brazil. Revenues were $446 million for the
twelve months ending September 2021.


ERO COPPER: S&P Assigns 'B' Long-Term Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Canada-based copper producer Ero Copper Corp.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to the company's proposed US$400 million senior unsecured
notes due 2030.

S&P expects the company will use net proceeds from the proposed
issuance primarily to develop its Boa Esperanca (Boa) copper
project over the next two years.

The long-term ICR primarily reflects Ero's small scale, limited
operating breadth, and financial risks associated with the
development of the Boa project, offset by the company's favorable
cost position and relatively conservative leverage.

The stable outlook reflects S&P's expectation that Ero will
maintain adequate liquidity during the construction of the Boa
project over the next couple of years, while sustaining adjusted
debt to EBITDA below 2.5x during this period.

Ero is a relatively small-scale mining company with limited
operating breadth. S&P said "Ero is a copper producer with annual
production of about 100 million pounds (mlbs), which we view as
modest relative to that of other issuers that we rate. All of the
company's operations are in Brazil and it derives approximately 85%
of its revenues from the MCSA mining complex (MCSA). In our view,
the concentrated asset base in Brazil, which we consider a
moderately high-risk jurisdiction, exposes the company to
unexpected regional and asset-specific operating disruptions. In
addition, Ero's high dependence on copper production (about 85% of
revenues) makes the company's earnings and cash flows vulnerable to
adverse market conditions and the metal's historical price
volatility. The company's NX Gold mine provides some commodity
diversification from gold production but is a small contributor to
overall revenue and earnings. In our view, these factors more than
offset the favorable cost profile."

S&P said, "We estimate the company will maintain its strong cost
position near the first quartile of the global copper industry cost
curve. Ero's estimated consolidated cash costs, in the low-US$1.00
per pound (/lb) area for copper, are substantially below prevailing
prices and our assumptions for the next few years. We believe its
low-cost position enables Ero to be profitable even when copper
prices weaken and is a key factor supporting our assessment of the
company's business risk profile. Although the company has a
relatively short operating track record, it has doubled the
production and reserves at MCSA since 2017. In addition, Ero has
more than 12 years of proven and probable reserves at MCSA that
provide good production visibility over the next several years.

"We expect Ero will maintain conservative leverage and sufficient
liquidity over the next couple of years. We estimate Ero will
maintain relatively stable debt levels over the next couple of
years, with adjusted debt to EBITDA of 2.0x-2.5x. Our adjusted debt
estimates primarily incorporate the company's proposed US$400
million notes and unamortized liability associated with the gold
streaming transaction executed in 2021 (we do not net Ero's cash
against debt for our leverage calculations). We consider the
company's leverage forecast to be relatively conservative, but we
incorporate potential volatility in cash flow and leverage metrics
in our assessment. We believe that Ero's credit measures will
remain highly sensitive to copper price fluctuations, especially
given current peak prices. All else being equal, we estimate the
company's EBITDA would decline 25% and adjusted debt to EBITDA
would increase above 3.0x for 2022 and 2023 if copper prices
dropped 15% below our assumption for both those years."

Pro forma for the debt transaction, the company will have more than
US$450 million in cash to pursue development of its Boa copper
project. In S&P's view, the sizable cash balance and steady cash
flow from operations provide a sufficient liquidity buffer and
financial flexibility to complete the project. This reduces the
risk of debt increasing due to larger-than-expected free cash flow
deficits and provides a material cushion against a rating
downgrade.

The Boa project could meaningfully increase production size and
reduce asset concentration but presents financial risks during
construction. The Boa project is fully permitted for construction,
with an estimated capital cost of almost US$300 million and a build
time of about two years. A construction decision by the company's
board is expected over the next few months and S&P has assumed the
company moves forward with development this year. Copper production
from the project should materially improve Ero's scale and reduce
its reliance on MCSA by adding a new asset to its portfolio.
Average annual copper production from this mine is estimated at
75-80 mlbs for the first five years of operations. Full production
from Boa, along with ongoing expansion initiatives at MCSA, could
double the company's consolidated copper output to approximately
200 mlbs by 2025. Furthermore, the mine's cash cost profile is
expected to be similar to that of MCSA, which would keep the
company's consolidated cash costs firmly in the low-US$1.00/lb area
and continue to support Ero's above-average profitability.

S&P said, "However, we estimate the company will incur cumulative
free cash flow deficits in the mid-US$300 million area (inclusive
of the growth and expansion spending at existing operations) in
2022-2023 as construction of the Boa project progresses. Our
estimates incorporate persistent strength in copper prices, and a
sharp decline in prices and lower-than-expected margins could
significantly intensify free cash flow deficits and reduce
liquidity. We also recognize the risks inherent in sizable mining
projects; capital cost escalations and delays in reaching
commercial production or production ramp-up are common across the
global mining industry. In addition, challenges in establishing
critical infrastructure (such as power) due to regulatory hurdles
at various levels of government in Brazil could add additional
risk. In our view, higher-than-expected costs, particularly during
a period of lower copper prices, could meaningfully increase the
funding need to complete the project.

"The stable outlook reflects our expectations that Ero will
maintain adequate liquidity during the development of its Boa
project over the next couple of years, while generating steady cash
flow from operations amid favorable copper market conditions. We
estimate the company will sustain adjusted debt to EBITDA below
2.5x during this period.

"We could consider a negative rating action over the next one-two
years if significant capital cost escalations and/or delayed
progress at the Boa project result in higher-than-expected free
cash flow deficits, a material deterioration in the company's
liquidity, or incremental debt. We would also consider a downgrade
if a sharp and persistent decline in copper prices or operational
challenges at the existing operations lead to lower production or
higher cash costs that increase leverage to about 4x.

"We consider an upgrade to be unlikely over the next couple of
years, given the financial risks associated with the construction
of the Boa project. In our view, greater visibility regarding the
company's debt and liquidity position on completion of the project,
and production and cash flow contributions from the Boa mine are
likely required before we consider a higher rating."



ETS OF WASHINGTON: Court Narrows Trustee Suit vs. WCP et al.
------------------------------------------------------------
ETS of Washington, LLC, on February 20, 2021, filed a Complaint,
initiating the Adversary Proceeding captioned William D. White,
Chapter 7 Trustee, Plaintiff, v. WCP Fund I, LLC, 1Sharpe
Opportunity Intermediate Trust, and DP Capital, LLC, Defendants,
Adv. Pro. No. 21-10005 (Bankr. D.D.C.).

In April 2019, a related company of the Debtor purchased a property
in Virginia from WCP, with funding provided by WCP. Following the
purchase, that same month, WCP "sought out" the Debtor with another
development opportunity, this time for property that WCP had
foreclosed upon located at 2207 Foxhall Road NW, in Washington,
D.C.  The Property was advertised to the Debtor and others with
development plans and the phrase "All Permits Secured." In an
email, a representative of ETS stated that the project had "nearly
all approved plans," showed permits received, and provided an
estimated after-renovation value of $4.8 million. The WCP
representative further stated that the sole remaining permit needed
to commence renovations to the Property was that for storm water
management which it was "waiting on . . . DOEE [D.C. Office of
Energy & Environment] to approve," and that this permit was the
"easiest approval to get" such that it would only take two weeks to
obtain.

On May 21, 2019, the Debtor entered into a sales contract to
acquire the Property from WCP, which required a $320,000 cash down
payment and $1.48 million in financing from WCP. WCP "pressed" the
Debtor to provide a $50,000 deposit by June 5, 2019, with an
initial proposed closing date in June 2019. The Debtor relied upon
the June 2019 proposed closing date in soliciting investors for the
project. However, despite timely payment by the Debtor of the
deposit, the closing on the Property did not occur until July 18,
2019, approximately 40 days late. At closing, the Debtor paid an
additional $336,104.39 in cash, including funds the Debtor obtained
from unidentified investors. As part of the purchase, the Debtor
incurred closing costs of more than $118,000. At closing, the
Debtor entered into three separate loans with the Defendants,
including a loan for purchase and a construction loan for the
development of the Property. Although the Complaint is inconsistent
as to the actual amounts, what is clear is DP Capital, LLC was paid
a purchase price of $1.8 million at closing.

Following closing, the Debtor alleges it then discovered WCP had
misrepresented the status of the storm water management permit from
DOEE, "effectively invalidat[ing] the development plan." The Debtor
further alleges that WCP failed to disclose that the previous owner
of the Property had been unable to secure another necessary permit
from the District of Columbia Department of Transportation Urban
Forestry Division ("UFD") due to the presence of Heritage Trees on
the Property, which was necessary for the approval of a storm water
management permit, thus rendering the project unbuildable in the
manner as advertised. The Debtor alleges that the inability of the
previous owner to obtain the same permits ultimately resulted in
WCP's foreclosure on the Property prior to seeking out WCP's
purchase.

Due to the issues raised by the Heritage Tree and the resulting
lack of the storm water permit, just like the previous non-WCP
owner, the Debtor has been unable develop the Property utilizing
the plans supplied by WCP as advertised. To try and find an
alternative development possibility, the Debtor paid to have the
Property redesigned to avoid the Heritage Tree issue (in order to
qualify for a storm water permit), but the redesign did not provide
what the Debtor characterized as an "economically viable option."
The onset of the COVID-19 pandemic created further troubles for the
Debtor's attempt to obtain a permit (of any sort) related to the
Heritage Tree and ultimately redevelop the Property.

Seeking to avoid further financial hardship and relying on D.C.
Code Section 42-3191.015, in April 2020 the Debtor requested WCP
provide it with mortgage payment relief. In response, WCP stated
that it required the Debtor to be current on its mortgage payments
in order to qualify for relief. The Debtor was current on its
payments. WCP then conditioned any payment relief on withholding
draws from the construction loan and requiring that any such relief
be contingent on the Debtor's continued payments on a separate
property located in Virginia owned by a sister entity. However,
despite these stated conditions, WCP failed to provide the Debtor
with instructions or procedures to obtain mortgage relief. The
Debtor was unable to obtain mortgage relief from WCP and was unable
to draw funds from the construction loan due to the inability to
begin construction. As a result, the Debtor stopped making mortgage
payments on the Property in late spring 2020. On September 1, 2020,
DPC6 issued a Notice of Foreclosure on the Property, with the
foreclosure to take place on September 29, 2020. On September 28,
2020, the Debtor filed for relief under chapter 11 of the
Bankruptcy Code to stop the foreclosure.

On February 24, 2021, the Defendants filed their Motion to Dismiss
Adversary Proceeding pursuant to Federal Rule of Civil Procedure
12(b)(6).  The Defendants Motion to Dismiss seeks dismissal of the
Complaint under Civil Rule 12(b)(6) on four principal grounds: (1)
the Mortgage Relief Law is not applicable sub judice as to Count
III, or stated otherwise, the Debtors do not have a private right
of action under the Mortgage Relief Law (the same argument raised
in the Defendant's Motion for Summary Judgment on Count III); (2)
the integration clause contained in the Sales Contract bars the
Debtor's recovery; (3) Counts I, II, IV, and V violate the economic
loss doctrine; and (4) failure to state claims for fraud in the
inducement, negligent misrepresentation, and slander of title,
including failure to comply with the heightened pleading
requirements of Civil Rule 9.

The Court heard initial arguments on the Motion to Dismiss from the
Defendants and the Debtor on May 3, 2021, but deferred a full
hearing on the Motion to Dismiss due to the pending motion to
convert the Debtor's bankruptcy case from chapter 11 to chapter 7,
the conversion, and the appointment of a chapter 7 trustee. On
October 20, 2021, the Court held a hearing on various pleadings,
including a further hearing on the Motion to Dismiss at which the
chapter 7 trustee was present. At the Hearing, the Court issued an
oral ruling on the Motion to Dismiss, finding Counts I, II, and III
of the Complaint sufficient to withstand a motion to dismiss, but
dismissing without prejudice, and with leave to amend, Counts IV
and V.

Judge Elizabeth L. Gunn of the United States Bankruptcy Court for
the District of Columbia issued a Memorandum Decision and Order
dated January 14, 2022, memorializing the findings of fact and
conclusions of law as set forth by the Court at the Hearing.

According to Judge Gunn, although pled as a Motion to Dismiss under
Rule 12(b)(6), the Defendant's arguments as to the effect of an
integration clause in the Sales Contract and the economic loss
doctrine are affirmative defenses not appropriately pled as motions
to dismiss for failure to state a claim. Affirmative defenses may
only be considered by a court on a 12(b)(6) motion where the
affirmative defense in question is found on the face of the
complaint. If the affirmative defense is not apparent on the face
of the complaint, such a defense must be brought before the court
in a pleading such as an answer. In addition, the Defendant's
economic loss doctrine and integration clause arguments rely upon
facts and documents excluded from consideration of the Motion to
Dismiss and not included in the Complaint, and thus, are more
appropriately raised as affirmative defenses in an answer or other
pleading on the merits, the Court said. Therefore, the Motion to
Dismiss is denied on arguments (2) and (3), the existence of an
integration clause and the application of the economic loss
doctrine.

Count I - Fraud in the Inducement

In the Complaint, the Debtor alleges that WCP made false
representations intended to induce the Debtor into executing a
contract for the sale of the Property. Specifically, the Debtor
asserts that WCP misrepresented the existence and status of permits
required to develop the Property as set forth in the included
plans, the after-development value of the Property, the impact of
the Heritage Tree, and the feasibility of the development plans
marketed with the sale of the Property, inter alia. The Debtor
included in its allegations the timing of the Misrepresentations,
the individuals who conveyed the Misrepresentations, and the
content of the Misrepresentations, thus meeting the heightened
pleading standard of Civil Rule 9 for a cause of action of fraud.
The Complaint goes on to allege that as a result of the
Misrepresentations, the Debtor was unable to develop the Property
as advertised or expected. Therefore, the Complaint, as pled meets
elements of false representation and materiality of the false
representation. The Complaint further alleges that the Defendants
knew that the Misrepresentations were false because the Defendants
knew that the previous owner of the Property failed to obtain the
same permits necessary to build the project as advertised, and that
the Defendants intended to deceive the Debtor as to the status of
such permits, satisfying the pleading requirements for both the
knowledge and intent elements respectively. Finally, the Complaint
alleges that the Debtor relied upon the Misrepresentations to its
detriment, suffering significant economic losses including
increased closing costs, interest from investors, post-closing
mortgage payments meeting the damages requirement, and ultimately
loss of the Property at foreclosure. Accordingly, taking the
Debtor's allegations to be true, the Court finds that the Complaint
sufficiently pleads a cause of action for fraud in the inducement
and the Motion to Dismiss as to Count I is denied.

Count II - Negligent Misrepresentation

As plead in the Complaint, the statements alleged to be made by the
Defendants and their representatives cannot be described as
"generalized statements of optimism," but rather, specific, and
detailed representations about crucial permits and other aspects of
the Property that the Defendants knew to be false.  These alleged
misrepresentations, along with the many others referenced in the
Complaint, convey the status of the Property and the project with
such specificity that the Debtor has sufficiently plead a cause of
action for negligent misrepresentation and the Motion to Dismiss
Count II is denied, the Court said.

Count III - Violation of Mortgage Relief Law

The Defendant's Motion to Dismiss Count III of the Complaint argues
that the Mortgage Relief Law does not create a private cause of
action, meaning that the Debtor cannot seek to recover under the
statute and, therefore, the Debtor has failed to state a claim for
relief. Similarly, in the Defendant's Motion for Summary Judgment,
the Defendants argue that Count III of the Complaint fails as a
matter of law because the Mortgage Relief Law does not create a
private cause of action. The question posed in this case as to
whether the Mortgage Relief Law creates a private cause of action
appears to be an issue of first impression in not just this Court
but in all courts in the District of Columbia. As of the date of
this Memorandum Opinion, it appears no other court has interpreted
any provision of the Mortgage Relief Law including whether it
creates a private cause of action.

On April 7, 2020, in response to the COVID-19 pandemic, the Council
for the District of Columbia unanimously passed temporary
legislation called the COVID-19 Response Supplemental Emergency
Amendment Act of 2020. The Emergency Act was signed into law by
District of Columbia Mayor Muriel Bowser on April 10, 2020,
effective as of March 11, 2020. On April 21, 2020, the Council
passed the COVID-19 Supplemental Corrections Emergency Amendment
Act of 2020, amending the Emergency Act, which was signed into law
on June 8, 2020 (the "COVID-19 Act"). Both the Emergency Act and
COVID-19 Act contained provisions to provide relief for borrowers
under residential or commercial mortgage loans, codified at D.C.
Code Section 42-3191.01, referred to herein as the Mortgage Relief
Law.

Pursuant to the Mortgage Relief Law, during the effective time
period of the temporary legislation which began March 11, 2020 and
was applicable at all times relevant to this Adversary Proceeding,
mortgage lenders such as the Defendants were required to allow
borrowers to defer payments for at least 90 days, waive any late
fees accrued during the COVID-19 public health emergency declared
by the Mayor of D.C., and establish an application procedure for
the deferment program. The Mortgage Relief Law further required
that a lender approve a borrower's application for the deferment
program where the borrower (1) demonstrated financial hardship
resulting from the public health emergency and (2) agreed to pay
the deferred payments within a reasonable time agreed to by the
parties, or within 3 years of the deferment period. The Mortgage
Relief Law not only created a relief framework for borrowers, but
also created penalties for lenders who failed to comply. Lenders
who failed to offer relief to qualifying borrowers under subsection
(c) of the Mortgage Relief Law are subject to the fines and other
penalties contained in D.C. Code Section 26-1118. Under D.C. Code
Section 26-1118, the Commissioner of the Department of Insurance,
Securities, and Banking (the "Commissioner") is empowered to revoke
or suspend the licenses of lenders to operate within the District
of Columbia, as well as impose monetary penalties. In addition,
D.C. Code Section 26-1118(e) states that nothing therein "shall be
construed to preclude any . . . entity who suffers a loss as a
result of any violation of this chapter from maintaining an action
to recover damages or restitution and, as provided by statute,
attorney's fees." It is upon this section that the Debtor relies in
Count III.

The Defendants argue that the Debtor has sought relief from the
incorrect authority in filing Count III because the power to impose
penalties under D.C. Code Section 26-1118 lies solely with the
Commissioner. However, this argument fails to address subsection
(e), which clarifies that nothing contained under the statute
serves to foreclose a party from maintaining an action for damages
resulting from the violation of the statute itself. In the only
case -- Bynum v. Equitable Mortg. Grp., 2005 U.S. Dist. LEXIS 6363,
at *53 (D.D.C. 2005) -- discussing D.C. Code Section 26-1118(e),
the United States District Court for the District of Columbia
specifically recognized that the language therein does not preclude
private parties from bringing actions to recover for violations.
Unlike in Bynum, there is no limiting language in the Mortgage
Relief Law sections of the D.C. Code as to the type of plaintiff.
Therefore, the Court finds that a private cause of action is
available under D.C. Code Section 26-1118(e), and the Mortgage
Relief Law as it incorporates that section therein.

Finding that there is a private cause of action under the Mortgage
Relief Law, the Court will next address if the Complaint
sufficiently pled such a cause of action. A borrower is entitled to
relief from a lender under the Mortgage Relief Law where it (1)
demonstrates financial hardship and (2) agrees to pay the deferred
payments within a reasonable time agreed to by the parties or
within 3 years of the deferment period. D.C. Code Section
42-3191.01(c). In the Complaint, the Debtor alleges that WCP
qualifies as a "lender" under the Mortgage Relief Law as an entity
registered to conduct business in the District of Columbia that
provided a mortgage loan to the Debtor. The mortgage loan issued by
WCP was for the purchase and development of the Property. WCP
failed to provide a deferment option, waive late fees, or afford
any other type of relief to the Debtor as required by the Mortgage
Relief Law, despite the Debtor's demonstrated financial hardship.
Indeed, "WCP impermissibly qualified the possibility of relief on
the need for [the Debtor] to be current on its mortgage payments."
Thus, Count III of the Complaint states a claim damages related to
the Defendants' failure to comply with the Mortgage Relief Law, and
the Defendants' Motion to Dismiss is denied as to Count III.

Count IV - Slander of Title

In Count IV, the Debtor asserts that the Defendants committed
slander of title when they initiated and publicized the Notice of
Foreclosure on the Property. Specifically, the Debtor claims that
the Notice of Foreclosure was disparaging in nature and the Debtor
"will suffer damages as a result," not that it has incurred any
damages. However, this argument fails to acknowledge the Court's
findings when granting the Defendant's Motion for Relief,
specifically that the Defendants had a colorable claim to the
Property and the operative facts related to the Defendant's
interest in the property at the time of the Motion for Relief were
no different than when the Notice to Foreclose was published. Thus,
the Notice of Foreclosure was not false. Further, the Complaint
fails to allege any damages that the Debtor suffered as a result of
the publication of the Notice of Foreclosure. Accordingly, the
Debtor has failed to plead a claim for slander of title and the
Motion to Dismiss is granted as to Count IV.

Count V - Breach of Duty of Good Faith and Fair Dealing

In asserting bad faith against the Defendants, the Debtor has
conflated fraudulent misrepresentation with a breach in the duty of
good faith and fair dealing. Here, the Debtor has alleged that the
Defendants breached their duty of good faith and fair dealing under
the Sales Contract by misrepresenting facts material to the bargain
and negotiation of the contract. A claim for breach of the duty of
good faith cannot arise out of contract negotiations and must
instead arise out of a party's failure to perform or enforce the
contract. The Complaint contains many allegations related to bad
faith in the negotiation process, but entirely fails to allege any
post-closing breach of good faith. Accordingly, the Debtor has
failed to adequately plead a claim for the breach of the duty of
good faith and fair dealing and the Motion to Dismiss is granted as
to Count V.

Accordingly, the Court found that the Debtor has sufficiently plead
causes of action in Counts I, II, and III. The Debtor failed to
sufficiently plead Counts IV and V, however, the Court granted the
chapter 7 trustee leave to amend as more fully set forth in the
Court's Order on the Defendants' Motion to Dismiss Adversary
Proceeding, Debtor's Motion to Dismiss Adversary Proceeding,
Debtor's Motion to Dismiss Main Case, Motion for Summary Judgment
as to Count III, and Objection to Secured Claims entered October
22, 2021.

The Court therefore ordered that:

     1) The Motion to Dismiss Adversary Proceeding is granted as to
Counts IV and V of the Complaint, with leave for the chapter 7
trustee to amend as more fully set forth in the Prior Order.

     2) The Motion to Dismiss Adversary Proceeding is denied as to
Counts I, II, and III, as set forth in the Prior Order.

A full-text copy of the decision is available at
https://tinyurl.com/5xxyxv8w from Leagle.com.

                     About ETS of Washington

ETS of Washington, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 20 00397)
on Sept. 28, 2020. Jason Porcier, member manager, signed the
petition.  

At the time of the filing, the Debtor had estimated assets of
between $1,000,001 and $10,000,000 and liabilities of between
$500,001 and $1,000,000.

Judge Elizabeth L. Gunn oversees the case.  The Debtor tapped
Samuelson Law, LLC as legal counsel and Davison Law, Inc. as
special counsel.


EXPEDIA GROUP: Egan-Jones Keeps B+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Expedia Group Inc.

Headquartered in Seattle, Washington, Expedia Group, Inc. is an
American online travel shopping company for consumer and small
business travel.



EXTERRAN ENERGY: Moody's Alters Outlook on B1 CFR to Positive
-------------------------------------------------------------
Moody's Investors Service affirmed Exterran Energy Solutions,
L.P.'s (EESLP or Exterran) B1 Corporate Family Rating, B1-PD
Probability of Default Rating and B3 senior unsecured notes rating.
The SGL-3 Speculative Grade Liquidity Rating remains unchanged. The
rating outlook was changed to positive from stable.

This rating action follows Exterran's announcement that it has
agreed to be acquired by Enerflex Ltd. (Enerflex) in a
stock-for-stock transaction[1]. The transaction, which is expected
to close in the second or third quarter 2022, is subject to
shareholder approvals, regulatory approvals and other customary
closing conditions.

"Enerflex's announced acquisition of Exterran is credit positive
and should benefit Exterran's credit metrics, supported by
increased size and scale of the combined company," commented Amol
Joshi, Moody's Vice President and Senior Credit Officer.

Affirmations:

Issuer: Exterran Energy Solutions, L.P.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)

Outlook Actions:

Issuer: Exterran Energy Solutions, L.P.

Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The positive outlook reflects Moody's expectation that the
announced acquisition by Enerflex will place the company on the
path of meaningful deleveraging, while industry conditions improve
and gross margins in contract operations remain robust. The
merger's strategic rationale is sound, consolidating the two
companies' global presence and increasing scale. Exterran's limited
North American exposure is complemented by Enerflex's meaningful US
operations, enhancing diversification. Enerflex's $925 million
bridge loan facility is sufficient to support the takeout of
existing Exterran debt including its senior unsecured notes, likely
leading to Moody's withdrawing EESLP's ratings. If EESLP's notes
remain outstanding, the rating on the EESLP notes could change
depending on its ranking in the new capital structure and the
availability of separate financial statements. If separate
financial statements and sufficient disclosures are not made
available to support the maintenance of ratings, Moody's will
likely withdraw EESLP's ratings.

EESLP's B1 CFR reflects its elevated debt leverage, a business mix
which has become increasingly exposed to project construction risk,
offset to an extent by the stable and robust gross margins
attributable to its contract operations (natural gas compression
and processing) business segment. Contract operations, however,
require ongoing capital investment and is subject to contract
renewal risk. Customer retention has proven to be sticky (given
high equipment switching costs), and there is considerable flex in
operating costs and capital spending requirements sufficient to
keep high gross margins intact and stable. Product sales' order
rate and backlog are subject to periods of volatility and exposed
to natural gas market conditions. While its product sales are
largely self-financed through customer progress payments, the
projects themselves are subject to construction and execution risk.
The company's third operating segment, aftermarket services, tends
to generate low volatility revenues and margins.

EESLP's senior unsecured notes are co-obligations of EES Finance
Corp., and are fully and unconditionally guaranteed by Exterran
Corporation (EXTN), as well as by its principal domestic operating
subsidiaries. EESLP is a wholly-owned limited partnership through
which EXTN owns its operating subsidiaries. The notes are rated B3,
two-notches below the B1 CFR, reflective of the notes' junior
position relative to the priority claim of the company's relatively
large senior secured revolving credit facility.

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

Ratings could be upgraded if Exterran significantly grows EBITDA
while debt/EBITDA falls below 3x. Should Exterran experience
significant additional challenges in project execution or should
leverage increase above 4x, the ratings could be downgraded.

Exterran Corporation is headquartered in Houston, Texas and
provides contract compression services to the oil and gas industry
outside the US as well as processing and compression equipment
manufacturing and aftermarket services. The company was spun off in
November 2015 from Exterran Holdings, now Archrock, Inc. EESLP is a
Delaware limited partnership and an indirect wholly owned
subsidiary of Exterran Corporation. EES Finance Corp. is a Delaware
corporation and a direct wholly owned subsidiary of EESLP formed to
serve as co-issuer of certain debts.

The principal methodology used in these ratings was Oilfield
Services published in August 2021.


FIDELITY NATIONAL: Egan-Jones Keeps BB+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2021, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Fidelity National Information Services Inc.

Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. is a payment services provider.



FIRST CHOICE: Feb. 24 Disclosure Statement Hearing Set
------------------------------------------------------
Judge Kathryn C. Ferguson has entered an order within which Feb.
24, 2022 @ 2:00 p.m., in Courtroom No. 2, Clarkson S. Fisher
Courthouse, 402 East State Street, Trenton, NJ 08608 is the hearing
on the adequacy of the Disclosure Statement filed by First Choice
Trucking, LLC.

In addition, written objections to the adequacy of the Disclosure
Statement shall be filed no later than 14 days prior to the
hearing.

A copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/3qXCNC8 from PacerMonitor.com at no charge.   

Debtor's Counsel:

         Timothy P. Neumann Esq.
         Geoffrey P. Neumann, Esq.
         BROEGE, NEUMANN, FISCHER & SHAVER LLC
         25 Abe Voorhees Dr
         Manasquan, NJ 08736-3560
         Tel: (732) 223-8484
         Fax: (732) 223-2416
         E-mail: timothy.neumann25@gmail.com
         E-mail: geoff.neumann@gmail.com

                   About First Choice Trucking

First Choice Trucking is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).  The Debtor's sole asset is
a six-acre warehouse and office located in Freehold, NJ, having a
current value of $1 million.

The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No.
21-18098) on Oct. 18, 2021.  In the petition signed by Robert
Schlumpf, the Debtor disclosed  $500,000 to $1 million in assets
and $1 million to $10 million in liabilities.  Timothy P. Neumann
Esq., of BROEGE, NEUMANN, FISCHER & SHAVER LLC, is the Debtor's
counsel.


FUSION CONNECT: S&P Lowers Issuer Credit Rating to 'SD'
-------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
competitive telecommunications services provider Fusion Connect
Inc. to 'SD' (selective default) from 'CC'.

S&P is also lowering its issue-level rating on Fusion's senior
secured first-lien term loan that was converted to equity to 'D'
from 'CC'.

S&P will withdraw all ratings on Fusion Connect at the company's
request within the next 30 days.

Fusion converted about $256 million of its senior secured
first-lien term loan due 2025 (takeback debt) into new junior
convertible preferred stock.

The downgrade follows the completion of debt for equity swaps with
holders of its takeback debt. S&P views the completed exchange as
tantamount to default since lenders are receiving less than the
face value of these obligations and the company's long-term
business prospects remain weak.

S&P plans to withdraw its ratings on Fusion over the next 30 days
at the company's request.



GATA HF: Unsecured Creditors Will Get 4.55% of Claims in 5 Years
----------------------------------------------------------------
GATA HF, LLC, filed with the U.S. Bankruptcy Court for the District
of Nevada a Plan of Reorganization for Small Business dated Jan.
18, 2022.

GATA HF, LLC is a Nevada limited liability company formed on June
16, 2018 and that is managed indirectly by Paul Thomas. The Debtor
owns a 30 acre parcel of land commonly known as 9381 S. Homestead
Road, Pahrump, Nye County, Nevada, APN 045-411-003, as well as
30-acre feet of associated water rights (the "Property").

The purpose of the Chapter 11 Case is to preserve and protect the
Debtor's equity in the Property, and to allow it to continue
operating in the ordinary course, restructure its Allowed secured
debts, and commence repayment of its Allowed claims over time, and
also to provide the Debtor the option to sell one or both of the
Properties, as needed, for fair value instead of some reduced value
in a distressed sale situation, or alternative, to refinance the
Allowed secured claim of the NV Capital lenders.

The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of a total of $43,378, in the
aggregate, over the next 5 years.  The final Plan payment is
expected to be paid by March 2026.

This Plan of Reorganization proposes to pay creditors of GATA HF,
from cash flow from operations, future income, and potential
litigation recoveries, as needed.

Non-priority unsecured creditors holding Allowed claims will
receive distributions, which the proponent of this Plan has valued
approximately $0.045 cents on the dollar (based on an estimated
$1.1 million of allowed general unsecured claims and a distribution
to general unsecured creditors of $50,000 over the life of the
Plan). This Plan also provides for the payment in full of
administrative and priority claims.

Class 2 consists of the claims of the NV Capital Lenders. Each
holder of a Class 2 Allowed secured claim shall retain any liens
they may have securing their Allowed secured claim until that claim
is paid in full, in cash, and shall be satisfied in full.

Sale or Refinancing. Notwithstanding the foregoing, the Debtor
shall have the absolute right during the term of this Plan to sell
the Property or to refinance the Allowed secured claims owed to the
NV Capital Lenders, provided that the Allowed secured claim of the
NV Capital Lenders as provided for in this Plan shall be paid in
full directly from escrow from such sale of the Property, or
immediately from the refinancing of the debt associated with such
claims, and as a condition to their lien in the Property being
satisfied and reconveyed. All payments to Class 2 shall be made on
a pro rata basis pursuant to their percentage investments in the
Deed of Trust. Class 2 is impaired.

Class 3 consists of the claims of any Other Secured Claims. Each
Holder of such an Allowed Claim, if any, shall receive, on account
of, and in full and complete settlement, release and discharge of
and in exchange for such Allowed secured claim, at the election of
the Debtor or Reorganized Debtor (as applicable), (a) such
treatment in accordance with Bankruptcy Code § 1124 as may be
determined by the Bankruptcy Court; (b) payment in full, in Cash,
of such Allowed secured claim; (c) satisfaction of any such Allowed
secured claim by delivering the collateral securing any such
Claims; or (d) providing such Holder with such treatment in
accordance with Bankruptcy Code § 1129(b) as may be determined by
the Bankruptcy Court. Class 3 is unimpaired.

Class 4 includes all allowed general unsecured nonpriority claims
in the total estimated amount of $1,100,000 per the Debtor's filed
bankruptcy schedules, as may be amended from time to time, divided
by the projected distribution of $50,000 per the Plan to this
Class, which results in a projected percentage distribution to this
class of 4.55% of the potential allowed claims in this class. This
percentage of projected distribution could change depending on the
final allowance of claims in this class.

Class 5 consists of all Equity Interests of the Debtor. Holders of
Equity Interests agree to less favorable treatment, they shall
retain their Equity Interests, subject to the terms and conditions
of this Plan. Class 5 is unimpaired and thus is deemed to accept
the Plan.

This Plan will be funded through cash flow generated from future
operations, including through the continued lease (as amended) of
part of the Property and its operations as a hemp farm, as well as
contributions from its ultimate owner, Mr. Thomas, shortly after
the Plan is confirmed, to jump start the operations.

The Debtor's ultimate goal is to sell the Property during the
Plan's term to pay off all Allowed secured claims on the Property
in full, or otherwise to refinance the Allowed secured claims of
the NV Capital Lenders during the Plan's term, to pay them in full
through such new loan. The Debtor also asserts that it has ample
equity in the Property, and thus that the NV Capital lenders also
have an ample equity cushion on which to rely and provide them with
substantial adequate protection, and in addition to the substantial
monthly payments to such lenders as proposed by this Plan.

A full-text copy of the Plan of Reorganization dated Jan. 18, 2022,
is available at https://bit.ly/3rI9V0a from PacerMonitor.com at no
charge.

Attorneys for the Debtor:

     Matthew C. Zirzow, Esq.
     Zachariah Larson, Esq.
     Larson & Zirzow, LLC
     850 E. Bonneville Ave.
     Las Vegas, NV 89101
     Telephone: (702) 382-1170
     Facsimile: (702) 382-1169
     Email: mzirzow@lzlawnv.com
            zlarson@lzlawnv.com

                      About Gata HF LLC

Gata HF, LLC, a part of the "other crop farming industry" based in
Pahrump, Nev., filed its voluntary petition for Chapter 11
protection (Bankr. D. Nev. Case No. 21-14989) on Oct. 20, 2021,
listing as much as $10 million in both assets and liabilities. Paul
Thomas, sole member, signed the petition.  Larson & Zirzow, LLC
serves as the Debtor's legal counsel.


GBG USA: United States Trustee Opposes Joint Liquidating Plan
-------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
objects to confirmation of the Joint Liquidating Plan of GBG USA
Inc. and certain of its affiliates (collectively, the "Debtors").

The United States Trustee objects to confirmation of the Plan
because it provides for the release of certain claims against non
debtor third parties without the claimants' affirmative consent. As
parties cannot be deemed to consent to third-party releases without
specifically manifesting that consent, a party's vote in favor of
only the Plan (which involves claims against debtors) must be
distinguished from a party's consent to the third-party releases
(which involve claims against non-debtors).

Accordingly, the Plan should not be approved unless it is modified
to provide that the releasing parties are not bound by the release
provision unless they specifically manifest their consent to
extinguish their claims against the released parties.

In addition, the scope of the third-party releases is too broad.
Specifically, the Plan adequately identifies neither the releasing
nor the released parties under the Plan. Many of the unidentified
releasing parties have not been – and cannot be -- given an
opportunity to consent to grant such releases. The debtors,
however, have not procured appropriate consent from all parties
subject to the releases under the Plan. Moreover, absent such
affirmative consent, the Bankruptcy Code does not authorize third
party releases.

Moreover, consent is not the only factor that courts consider in
determining whether third-party releases are permissible. Here, the
debtors have not shown that the releases are permissible under any
test.

As to the parties to be released, the list is very long, as it
includes a wide variety of nondebtor third parties whose connection
to these cases may be tenuous or non-existent. Furthermore, the
Plan fails to explain what, if any, substantial contribution the
multitude of released parties made to the success of these chapter
11 cases.

The United States Trustee also objects to the scope of the
exculpation provision of the Plans, as they apply not only to
fiduciaries and their retained professionals, but also to all of
the "Released Parties" under the Plan.

                          GBG USA Inc.

GBG USA, Inc. is a company incorporated under the laws of Delaware
and is an indirect wholly-owned subsidiary of Global Brands Group
Holding Limited (SEHK Stock Code: 787).  It is primarily engaged in
operating the wholesale and direct-to-consumer footwear and apparel
business in North America.

Global Brands Group Holding Limited is a branded apparel and
footwear company.  It designs, develops, markets and sells products
under a diverse array of owned and licensed brands.

The Group's European wholesale business operates under legal
entities entirely separate and independent from the wholesale
business in North America. It primarily supplies apparel, footwear
and accessories to retailers and consumers across Europe under
licenses separately entered into by the European entities of the
Group.  The Group's global brand management business operates on a
different business model and is distinctly separate from the
wholesale businesses in North America and Europe.

GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021.  In its
petition, GBG listed between $1 billion and $10 billion in both
assets and liabilities.

The cases are handled by Judge Michael E. Wiles.

The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel,
Ankura Consulting Group LLC as financial advisor, and Ducera
Partners LLC as investment banker.  Alan M. Jacobs, president of
AMJ Advisors LLC, serves as the Debtor's chief strategy officer.
Prime Clerk, LLC is the claims and noticing agent and
administrative advisor.

Moses & Singer, LLP serves as legal counsel to the first lien admin
agent, first lien collateral agent and second lien collateral
agent.  

The pre-bankruptcy first lien lenders are represented by
Linklaters, LLP while ReStore Capital, LLC, as DIP administrative
and collateral agent, is represented by Dechert LLP.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Aug. 16, 2021.  Stroock & Stroock & Lavan,
LLP and FTI Consulting, Inc. serve as the committee's legal counsel
and financial advisor, respectively.  Prime Clerk, LLC is the
committee's information agent.

                          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.


GIGAMON INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Gigamon Inc.'s Long-Term Issuer Default
Rating (IDR) at 'B'. The Rating Outlook is Stable. Fitch has also
upgraded Gigamon's $50 million first-lien secured revolver and $550
million first-lien secured term loan to 'BB-'/'RR2' from
'B+'/'RR3'.

Gigamon's ratings are supported by rising secular tailwinds that
support demand for the company's network visibility solutions. In
addition, improved profitability due to the company's 2019
restructuring plan to increase investments in go-to-market and
product development in order to expand market reach, also support
the rating. Fitch estimates gross leverage for 2022 declining to
5.8x on higher EBITDA.

KEY RATING DRIVERS

Rising Network Complexity Supports Secular Growth: Increasing
enterprise network complexity and data speeds are driving demand
for capabilities that enable full network traffic visibility.
Enterprise migration to hybrid cloud is adding additional
complexity in full visibility into the end-to-end network.
Gigamon's ability to provide visibility across both on-premise
networks and cloud infrastructure offers the capabilities required
by its enterprise customers.

The company partners with network infrastructure providers
including network equipment, cloud services, and network monitoring
tools; the broad set of partnerships offer compatibilities in
wide-ranging enterprise network environments.

Market Leader: Gigamon is a market leader in the Network Packet
Broker (NPB) segment with over 35% market share; more than the
combined market share of the next two largest competitors, as a
result of its niche focus and expertise in the segment. In 2019,
management implemented a new go-to-market strategy and invested in
new products to expand market reach. Fitch believes the strategy
has been successfully implemented and the company's margins have
improved to 22% as of LTM September 2021. Fitch further believes
the strategy can act as tailwinds, giving the company the ability
to increase revenue growth.

Limited Revenue Scale: Given the niche nature of NPB, Gigamon's
revenue scale is small relative to other IT networking and security
peers; this could lead to greater volatility in revenues and
profits. Furthermore, given the niche nature of the segment, Fitch
does not anticipate meaningful increase in scale through the
forecast period. Despite the small revenue scale, Gigamon has
historically maintained high renewal rates, which should provide
greater revenue visibility for the company.

Susceptible to Industry Cyclicality: Gigamon is susceptible to IT
security industry cycles as demonstrated by the deceleration in
revenue growth since 2016. Fitch believes the weakness may have
been a result of extraordinarily strong growth in the previous two
years, coinciding with heightened IT security awareness that
propelled overall industry growth. Fitch views the current industry
environment as normal and a more realistic base for assessing
future growth potential. Nevertheless, Gigamon's narrowly focused
product expertise will continue to expose the company to industry
cyclicality.

High Leverage: Fitch estimates 2022 gross leverage to decline to
5.8x driven by EBITDA growth. The company's capital structure
consists of over 50% equity owned by affiliates of Evergreen. Fitch
believes this demonstrates Evergreen's commitment and confidence in
the industry and Gigamon's business plan. Fitch expects Gigamon's
gross leverage to remain above 5.5x, consistent with the 'B' rating
category, given the private equity ownership that likely optimizes
the capital structure for ROE.

DERIVATION SUMMARY

Gigamon is a market leader in the NPB segment. NPB's provide
network traffic visibility for enterprises for management of IT
networks and security. While Fitch expects the increasing
complexity of enterprise networks will serve as the underlying
demand driver for the segment, the niche nature of the NPB segment
limits upside for Gigamon's revenue scale within the existing
market segments. Gigamon's focus on NPB technologies and products,
and the relatively small revenue scale expose the company to the
industry cyclicality that is inherent to the IT security industry.

Gigamon was acquired by Evergreen Coast Capital Corp., an affiliate
of Elliot Management, in 2017 for $1.6 billion funded with $550
million in term loans, equity contribution from affiliates of
Evergreen, and cash on the balance sheet. Fitch estimates Gigamon's
gross leverage is at 5.8x in 2022. Gigamon's industry leadership,
revenue scale, and leverage profile are consistent with the 'B'
rating category.

KEY ASSUMPTIONS

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

-- Organic revenue growth in the mid-single digits;

-- EBITDA margins remaining stable at approximately 23%;

-- Fitch assumes roughly $180 million in aggregate acquisitions
    through 2024, funded with a combination of internal cash and
    incremental debt;

-- Fitch assumes the company will refinance existing first lien
    term loan debt in 2024;

-- $70 million dividend in fiscal 2022.

Key Recovery Rating Assumptions:

-- The recovery analysis assumes that Gigamon would be
    reorganized as a going-concern in bankruptcy rather than
    liquidated;

-- Fitch has assumed a 10% administrative claim;

-- Fitch has assumed that the revolver will be drawn down in its
    entirety as a result of liquidity constraints.

Going-Concern (GC) Approach

-- Recovery analysis assumes an ~12% revenue decline couple with
    margin decline into the ~20% range, resulting in a going
    concern EBITDA that is ~21% lower relative to the LTM
    September 2021 adjusted EBITDA of $85.7 million;

Fitch has applied a 7.0x multiple to arrive at an adjusted
going-concern EV of ~$428 million. The multiple reflects the
following:

-- Software and IT security peer comparisons warranting a 7.0x
    recovery multiple;

-- In the 21st edition of Fitch's Bankruptcy Enterprise Values
    and Creditor Recoveries case studies, Fitch noted nine past
    reorganizations in the Technology sector with recovery
    multiples ranging from 2.6x to 10.8x. Of these companies, only
    three were in the Software sector: Allen Systems Group, Inc.;
    Avaya, Inc.; and Aspect Software Parent, Inc., which received
    recovery multiples of 8.4x, 8.1x and 5.5x, respectively.
    Gigamon's operating profile is supportive of a recovery
    multiple in the middle of this range.

-- The recovery on the first lien is expected to come in at
    71%/'RR2'.

RATING SENSITIVITIES

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

-- Gross leverage sustained below 5.5x;

-- (CFO-capex) / Total Debt with Equity Credit margins sustained
    above 7.5%;

-- EBITDA margins sustaining near 23%.

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

-- Gross leverage sustained above 7.0x;

-- (CFO-capex) / Total Debt with Equity Credit margins sustained
    below 5%;

-- Organic revenue growth sustained below 5%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Fitch expects the company's liquidity to remain
solid over the forecast period. Gigamon had $112.5 million of cash
and cash equivalents at the end of 3Q21, in addition to $50 million
available under its revolver. Additionally, Fitch anticipates
strong pre-dividend free cash flow throughout the forecast period,
ranging from $43 million-$60 million, and consistently in low teens
FCF margin range.

Debt Structure: Gigamon's debt is comprised of a $550 million 1st
lien term loan facility, of which approximately $528 million
remains outstanding, and a $50 million undrawn revolving credit
facility. The term loan has a favorable amortization schedule until
maturity in fiscal 2024.

ESG Considerations:

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

ISSUER PROFILE

Gigamon Inc. is a leading provider of high-performance network
appliances and services that reduce network complexity and costs.
These solutions provide organizations with a heightened level of
visibility and control over the data moving through their network.


GIRARDI & KEESE: CA State Bar Hires LA Law Firm to Probe Conflicts
------------------------------------------------------------------
Brandon Lowrey of Law360 reports that the State Bar of California
has hired a Los Angeles law firm to investigate whether it had
mishandled complaints against Thomas V. Girardi due to the
disgraced former trial lawyer's deep political connections and
influence at the agency, the agency said Monday, January 24, 2022.


The announcement comes as the largest regulator of lawyers in the
nation tries to rehabilitate its image after revelations that it
failed to take action against Girardi, who had numerous friends
throughout the Bar, despite decades of credible allegations that he
had stolen from his clients.  Mr. Girardi and the plaintiffs firm
he founded, Girardi Keese, are now in bankruptcy.

                    About Girardi & Keese

Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.

An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.

The petitioners' attorneys:

         Andrew Goodman
         Goodman Law Offices, Apc
         Tel: 818-802-5044
         E-mail: agoodman@andyglaw.com

Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:

         Elissa D. Miller
         333 South Grand Ave., Suite 3400
         Los Angeles, California 90071-1406
         Telephone: (213) 626-2311
         Facsimile: (213) 629-4520
         E-mail: emiller@sulmeyerlaw.com

An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:

         Jason M. Rund
         Email: trustee@srlawyers.com
         840 Apollo Street, Suite 351
         El Segundo, CA  90245
         Telephone: (310) 640-1200


GIRARDI & KEESE: Erika Demands Damages in Tom's Bankruptcy
----------------------------------------------------------
Ryan Neumann of Radar Online reports that Real Housewives of
Beverly Hills star Erika Jayne is demanding a cut of any extra
money in Tom Girardi's bankruptcy despite orphans and widows still
fighting for their millions.

According to court documents obtained by Radar, the Bravo star has
filed a claim in Chapter 7 for the law firm owned founded by
Girardi.

The firm is accused of owing $101 million to various creditors. The
once-respected lawyer reportedly ran the company like a Ponzi
scheme. Many of his former clients claim to be owed millions.

In one federal lawsuit, a group of orphans and widows claim they
were screwed out of $2 million stemming from a settlement with
Boeing over a plane crash.

The lawyer representing the group claims financial records prove
Girardi used the orphans' money to pay bills for Jayne's company EJ
Global.

So far, Jayne has refused to pay back a dime and claims she knew
nothing of her husband's activities.

In the new filing, Jayne is making moves to be paid out from the
bankruptcy.  Jayne explains she was married to Girardi on January
7, 2000, more than 22 years ago.  She says they had no pre-nuptial
agreement.

The RHOBH star filed for divorce from Girardi in November 2020 as
his financial problems started to mount.  Normally, she would be
receiving half of Girardi's estate.  Now, it's unclear if she will
see a dime due to his massive debts.

Jayne tells the judge her divorce is on pause due to the bankruptcy
cases.  She says during their marriage Girardi and his firm managed
her finances and the finances of her company EJ Global.

She says she has no law degree and did not participate in the
management of the financial affairs, law practice, or business
affairs of Girardi or interact with his clients.

Jayne says she "deferred to [Girardi], given his apparent superior
knowledge and expertise." The reality star says she is asserting a
community property interest and claim in any such surplus or equity
distribution otherwise due to the law firm.

In the filing, Jayne also claims to have been damaged by her
estranged husband’s actions. She says the amount is undetermined
currently.

Jayne not only wants a cut of any surplus brought in after the
creditors are paid but wants money for the damages to her. She
points to Girardi's creditors — including the orphans and widows
— of starting the process to come after he for money.

The RHOBH star says she wants Girardi's bankruptcy to pay any costs
that she incurs in those separate legal actions. The trustee has
yet to respond.

                      About Girardi & Keese

Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.

An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.

The petitioners' attorneys:

         Andrew Goodman
         Goodman Law Offices, Apc
         Tel: 818-802-5044
         E-mail: agoodman@andyglaw.com

Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:

         Elissa D. Miller
         333 South Grand Ave., Suite 3400
         Los Angeles, California 90071-1406
         Telephone: (213) 626-2311
         Facsimile: (213) 629-4520
         E-mail: emiller@sulmeyerlaw.com

An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:

         Jason M. Rund
         Email: trustee@srlawyers.com
         840 Apollo Street, Suite 351
         El Segundo, CA  90245
         Telephone: (310) 640-1200


GOPHER COURIER: Taps Hershman Fallstrom & Crowley as Accountant
---------------------------------------------------------------
Gopher Courier Service, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Hershman Fallstrom & Crowley, Inc. as its accountant.

The firm's services include the preparation of tax returns and
monthly operating reports and other ongoing accounting and
bookkeeping services.

Hershman will be paid at hourly rates ranging from $150 to $330 and
will be reimbursed for its out-of-pocket expenses.

Patrick Crowley, Esq., a partner at Hershman, 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:

     Patrick J. Crowley, Esq.
     Hershman Fallstrom & Crowley, Inc.
     255 Park Avenue, Suite 604
     Worcester, MA 01609
     Tel: (508) 754-0800
     Email: info@hfctax.com

                   About Gopher Courier Service

Gopher Courier Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass. Case No. 21-40929) on Dec. 24, 2021,
disclosing as much as $1 million in both assets and liabilities.
Judge Christopher J. Panos oversees the case.

The Debtor is represented by Robert W. Kovacs Jr., Esq., at Kovacs
Law, P.C.


GPMI CO: Gets OK to Hire MCA as Financial Consultant
----------------------------------------------------
GPMI, Co., an Arizona corporation received approval from the U.S.
Bankruptcy Court for the District of Arizona to employ MCA
Financial Group, Ltd. as its financial consultant.

The firm's services include:

   a. advising the Debtor on business and financial matters related
to its operations and financing;

   b. assisting the Debtor in identifying potential investors and
financing sources to support a plan of reorganization;

   c. providing valuation, plan feasibility and other expert
testimony as necessary; and

   d. assisting with monthly operating reporting, creditor
communications and negotiations, development of a plan of
reorganization, and other matters as requested from time to time.

The hourly rates charged by the firm for its services are as
follows:

     Morris C. Aaron         $550 per hour
     Stacie Witten           $550 per hour
     Evan Dosch              $375 per hour

The firm will be paid a retainer in the amount of $100,000 and will
be reimbursed for out-of-pocket expenses incurred.

Morris Aaron, a partner at MCA Financial Group, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Morris C. Aaron
     MCA Financial Group, Ltd.
     4909 North 44th Street
     Phoenix, AZ 85018
     Tel: (602) 710-2500

                          About GPMI Co.

GPMI Company is engaged in developing new concepts, innovating
products, program development, and marketing. GPMI is an Arizona
based company established in 1989, with production facilities
across the United States.

GPMI filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-00150) on Jan. 10,
2022, listing as much as $50 million in both assets and
liabilities. Yarron Bendor, president, signed the petition.

Judge Eddward P. Ballinger Jr. oversees the case.

Engelman Berger, PC, led by Steven N. Berger, Esq., serves as the
Debtor's legal counsel while MCA Financial Group, Ltd. serves as
its financial consultant.


GROVEHAUS LLC: Seeks to Hire CAVA Law as Bankruptcy Counsel
-----------------------------------------------------------
Grovehaus, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ CAVA Law, LLC to serve
as legal counsel in its Chapter 11 case.

The firm's services include:

   a. advising the Debtor with respect to its duty;

   b. advising the Debtor with respect to its responsibilities in
complying with the Office of the U.S. Trustee's Operating
Guidelines and Reporting Requirements and with the rules of the
court;

   c. preparing adversary proceedings and legal documents;

   d. protecting the interest of the Debtor in all matters pending
before the court;

   e. representing the Debtor in negotiations with creditors; and

   f. proposing and seeking confirmation of a plan of
reorganization.

The hourly rates charged by CAVA Law for its services range from
$75 to $400.  The firm will also seek reimbursement for its
out-of-pocket expenses.  

The Debtor paid the firm the sum of $19,738.

Vanessa Angulo, Esq., a partner at CAVA Law, disclosed in a court
filing that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Christina Vilaboa Abel, Esq.
     Vanessa C. Angulo, Esq.
     CAVA Law, LLC
     1390 South Dixie Highway, Suite 1107
     Miami, FL 33146
     Tel: (786) 675-6830
     Fax: (786) 384-6909
     Email: eservice@cavalegal.com

                        About Grovehaus LLC

Miami-based Grovehaus, LLC filed a petition for Chapter 11
protection (Bankr. S.D. Fla. Case No. 22-10036) on Jan. 3, 2022,
listing as much as $10 million in both assets and liabilities.
Kelly Beam, owner of Grovehaus, signed the petition.

Judge Laurel M. Isicoff oversees the case.

Christina Vilaboa Abel, Esq., and Vanessa C. Angulo, Esq., at CAVA
Law, LLC serve as the Debtor's bankruptcy attorneys.


HANESBRANDS INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Hanesbrands Inc.

Hanesbrands Inc. is an American multinational clothing company
based in Winston-Salem, North Carolina.



HARSCO CORP: Egan-Jones Keeps B+ Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Harsco Corporation.

Headquartered in Camp Hill, Pennsylvania, Harsco Corporation is an
industrial services and engineered products company.



HAWKEYE ENTERTAINMENT: Court Says Landlord Entitled to Fees, Costs
------------------------------------------------------------------
Hawkeye Entertainment, LLC, on July 17, 2009, entered into a lease
agreement with Pax America Development, LLC. Pursuant to the terms
of the Lease, Hawkeye was entitled to use the first four floors and
the basement of a building located at 618 South Spring Street, Los
Angeles, California, more commonly referred to as the Pacific Stock
Exchange Building.  Hawkeye and WERM Investments entered into a
sublease agreement. The Property is now owned by Smart Capital,
LLC, and there have been ongoing disputes between Smart Capital and
Hawkeye for years. These disputes directly caused Hawkeye to file
for Chapter 11 bankruptcy on August 21, 2019. After a contentious
bankruptcy case, which included five-day trial on a lease
assumption motion, the Reorganized Debtor confirmed a plan.

The disputes between Hawkeye and Smart Capital continued. On
September 20, 2021, Hawkeye and WERM filed an adversary complaint
against Michael Chang (the owner of Smart Capital) and Smart
Capital for: 1) preliminary injunctive relief; 2) temporary
restraining order; 3) breach of contract; 4) breach of implied
covenant of good faith and fair dealing; 5) breach of implied
covenant of quiet enjoyment; 6) negligent interference with
prospective economic advantage; 7) intentional interference with
prospective economic advantage; and 8) intentional interference
with contractual relations. The Plaintiff's also filed an emergency
motion for a temporary restraining order and for issuance of an
order to show cause why a preliminary injunction should not be
issued. The Court denied the Plaintiffs' emergency motion.

The Defendants filed a motion to dismiss the Complaint which was
granted over the Plaintiffs' opposition. The case was dismissed for
lack of subject matter jurisdiction and without prejudice to
refiling the complaint in another court. The Defendants now move
for an award of attorney's fees and costs; the Plaintiffs oppose.

The parties do not dispute the Lease allows the prevailing party to
collect attorney's fees and costs from the other party. The parties
dispute whether the dismissal of this case without prejudice for
lack of subject matter jurisdiction makes the Defendants the
prevailing party.

Judge Maureen A. Tighe of the United States Bankruptcy Court for
the Central District of California, San Fernando Valley Division,
pointed out that Section 22.11(q) of the Lease provides "the party
not prevailing . . . shall reimburse the prevailing party . . ."
Nothing in the Lease defines what a prevailing party is, so the
term will be given its plain meaning and the meaning used under
California law.

According to Judge Tighe, the Defendants were successful in having
the case dismissed. The Defendants obtained all the relief they
initially sought, having the case dismissed, and the Plaintiffs
obtained none of the relief they sought. Even though the grounds
for dismissal were based on lack of subject matter jurisdiction and
the dismissal was without prejudice, the fact remains the Defendant
prevailed over the Plaintiffs in this action in front of this
Court. This case was not transferred to another venue or remanded
back to state court, which would likely be considered a more
strategic posturing not warranting designating a prevailing party,
however, this case was outright dismissed -- even if it was
dismissed without prejudice. It was assumed the Plaintiffs will
file another complaint in another court. The fact the Plaintiffs
could go on to file another complaint in a different court and end
up prevailing there does not change the fact that the Defendants
prevailed over the Plaintiffs in this case before this Court.

Judge Tighe held that, based on the plain language of the Code of
Civil Procedure Section 1032 and the California Supreme Court's
ruling in Barry v. State Bar of California, 2 Cal. 5th 318, 326
(2017), the Defendants are the prevailing party and are entitled to
fees and costs associated with Plaintiffs filing this complaint.
The Plaintiffs cite to authority that relates to CCC Section 1717
and the Federal Rules of Civil Procedure, none of which is relevant
here because the Defendants are not seeking fees pursuant to these
sections, the judge pointed out.

As to reasonableness, the Defendants seek $79,021 in attorney fees
from the Plaintiffs. The Plaintiffs opposition does not address
whether such fees are reasonable, so the Court will perform its own
analysis. The hourly rates of the three attorneys working on this
matter is reasonable, Judge Tighe found.  These attorneys are
highly skilled and possess a vast wealth of experience. There is no
need to adjust the hourly rate of any of the three attorneys.
Initially the $79,021 amount in attorney's fees seems high
considering this case consisted of an emergency motion for a TRO, a
motion to dismiss, and a motion for an attorney's fee award;
however, when all things are considered this figure appears to be
more reasonable. There is a long and complicated history between
the parties -- most notably the parties involvement in the
Hawkeye's most recent bankruptcy case. The actions that formed the
basis of this complaint are related to the parties' relationship
and actions that were also at issue in the Assumption Motion. Based
on the numerous allegations in the complaint and the complex
history between the parties, the investigation required by
Defendants' counsel to prevail on the TRO was much higher than a
typical case. Additionally, the Plaintiffs' counsel is equally
skilled and experienced as the Defendants' counsel and the legal
questions were more complex than a normal motion to dismiss. Having
reviewed Defendants counsel's time sheet, there is nothing that
suggests duplicate or unnecessary work was performed, inflation or
stacking of hours, or any fees incurred that were not related to
this case. When these are all taken into account, the amount of
work performed is reasonable. Fees and costs of $79,021 will be
permitted.

The Defendants also seek an order holding both Plaintiffs, Hawkeye
and WERM, jointly and severally liable for the award for attorney's
fees and costs.  That is, Defendants are entitled to recover their
attorney fees only if they would have been liable for WERM's
attorney fees if WERM had prevailed. WERM subleases the Property
from Hawkeye. The principal owners of Hawkeye and WERM have used
corporate entities to mitigate risk. Hawkeye's only asset is the
Lease and WERM obtains the benefits of operating and using the
Property.

According to Judge Tighe, it is understood from all parties that
WERM is the true beneficiary of the Lease. The lines between these
corporate entities are frequently blurred -- Hawkeye's bankruptcy
case was predominantly used to protect WERM's interests in the
Property, the Court pointed out.  The lines have become so blurred
between WERM and Hawkeye that WERM has sought to obtain a remedy
allowed under the Lease. In the complaint both entities sought an
award of attorney's fees even though WERM is not a party to the
Lease. Considering WERM is the party that directly benefits from
the Lease (even though it is not a party thereto) and WERM is
seeking remedies provided for under the Lease, it is likely that
WERM would be entitled to fees if it prevailed, therefore WERM can
be considered a nonsignatory to the Lease. Accordingly, Defendants'
request to hold WERM joint and severally liable is granted, the
Court ruled.

A full-text copy of the Memorandum of Decision dated January 12,
2022, is available at https://tinyurl.com/2p99ncx7 from
Leagle.com.

The case is Hawkeye Entertainment, LLC, WERM Investments LLC
Plaintiff(s), v. Michael Chang, Smart Capital Investments I, LLC,
Smart Capital Investments II, LLC, Smart Capital Investments III,
LLC, Smart Capital Investments IV, LLC, and Smart Capital
Investments V LLC, Top Properties Corporation, Defendant(s), Adv
No. 1:21-ap-01064-MT (Bankr. C.D. Calif.).

                    About Hawkeye Entertainment

Hawkeye Entertainment, LLC's most valuable asset is a written lease
agreement, along with its First Amendment, for the first four
floors and basement of the real property commonly known as the
Pacific Stock Exchange Building located at 618 S. Spring Street, in
Los Angeles, California.  Hawkeye is a holding company for the
Lease, which is sublet to a related entity.  The business of the
related sublease operates an event venue in downtown Los Angeles
for private parties, corporate events, live entertainment, fashion
shows, and more. Hawkeye previously filed a Chapter 11 petition on
Sept. 30, 2013 (Bankr. C.D. Cal. Case No. 13-16307) due to disputes
with its landlord.

Hawkeye sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 19-12102) on Aug. 21, 2019.  At the time
of the filing, the Debtor disclosed assets ranging between $1
million to $10 million and liabilities of the same range.  The
petition was signed by Adi McAbian, president of Saybian Gourmet,
Inc., a member of Hawkeye Ent.

Previously, Judge Victoria S. Kaufman was assigned to the case, but
now Judge Maureen A. Tighe oversees the case.  Sandford L. Frey,
Esq., at Leech Tishman Fuscaldo & Lampl, Inc., is the Debtor's
legal counsel.


HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Host Hotels & Resorts, Inc.

Headquartered in Maryland, Host Hotels & Resorts, Inc. is an
American real estate investment trust that invests in hotels.



IFRESH INC: Nasdaq to Delist Common Stock
-----------------------------------------
iFresh Inc. was notified by The Nasdaq Stock Market on Jan. 20,
2022, that it will delist the common stock of the company.  

The trading of the company's common stock was suspended on Nov. 23,
2021 based on two continued listing deficiencies.  Nasdaq plans to
file a Form 25 with the SEC to effect the formal delisting of the
company's common stock from Nasdaq and will issue a press release
to that effect.  The delisting of the company's common stock will
become effective 10 days after the Form 25 is filed with the SEC.
The filing of the Form 25 by Nasdaq formally completes the
company's common stock delisting process.

The trading of the company's common stock will continue on the OTC
Expert Market under the ticker "IFMK."

                         About iFresh Inc.

Headquartered in Long Island City, New York, iFresh Inc. --
http://www.ifreshmarket.com-- is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
eight retail supermarkets along the US eastern seaboard (with
additional stores in Connecticut opening soon), and one in-house
wholesale business strategically located in cities with a highly
concentrated Asian population, iFresh aims to satisfy the
increasing demands of Asian Americans (whose purchasing power has
been growing rapidly) for fresh and culturally unique produce,
seafood and other groceries that are not found in mainstream
supermarkets.  With an in-house proprietary delivery network,
online sales channel and strong relations with farms that produce
Chinese specialty vegetables and fruits, iFresh is able to offer
fresh, high-quality specialty produce at competitive prices to a
growing base of customers.

iFresh Inc. reported a net loss of $8.29 million for the year ended
March 31, 2020, compared to a net loss of $12 million for the year
ended March 31, 2019.  As of Dec. 31, 2020, the Company had $131.62
million in total assets, $110.33 million in total liabilities, and
$21.29 million in total shareholders' equity.

Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated Aug. 13, 2020,
citing that the Company has incurred significant operating losses,
has negative working capital of $28.6 million and is not in
compliance with its credit agreement.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


INNERSCOPE HEARING: Paris Kreit Replaces D. Brooks as Auditor
-------------------------------------------------------------
InnerScope Hearing Technologies, Inc. has dismissed D. Brooks and
Associates CPAs, P.A. as its independent registered public
accounting firm, effective as of Dec. 21, 2021.  The change in
independent registered public accounting firm is not the result of
any disagreement with the Former Accounting Firm, as disclosed in a
Form 8-K filed by the Company with the Securities and Exchange
Commission.

The report of the Former Accounting Firm on the Company's financial
statements as of and for the year ended Dec. 31, 2018 and 2017,
contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope, or accounting
principles.  The Former Accounting Firm did not complete an audit
for the Company for the year ended Dec. 31, 2019.

The report of the Former Accounting Firm on the Company's financial
statements as of and for the years ended Dec. 31, 2018 and 2017,
contained an explanatory paragraph which noted that there was
substantial doubt as to the Company's ability to continue as a
going concern as the Company has incurred net losses and uncertain
conditions exist which the Company faces relative to its obtaining
capital in the equity markets.  The Former Accounting Firm did not
complete an audit for the Company for the year ended Dec. 31,
2019.

The Company's Management made the decision to change independent
accountants, acting under authority delegated to it, and approved
the change of the independent accountants on Dec. 20, 2021.

On Dec. 20, 2021, the Company engaged Paris Kreit & Chiu CPA as its
independent registered public accounting firm for the years ended
Dec. 31, 2019 and Dec. 31, 2020 and and to review the Company's
financial statements for the first three quarters of 2021.  The
Management made the decision to engage the New Accounting Firm
acting under authority delegated to it on Dec. 20, 2021.

The Company has not consulted with the New Accounting Firm during
our two most recent fiscal years or during any subsequent interim
period prior to Dec. 20, 2021 (the date of the New Accounting
Firm's appointment), regarding (i) the application of accounting
principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report
was provided to the Company nor oral advice was provided that the
New Accounting Firm concluded was an important factor considered by
the Company in reaching a decision as to an accounting, auditing or
financial reporting issue; or (iii) any matter that was either the
subject of disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or a reportable event
(within the meaning of Item 304(a)(1)(v) of Regulation S-K).

                          About InnerScope

Headquartered in Roseville, CA, InnerScope -- http://www.innd.com/
-- is a technology driven company with scalable Business to
Business ("BTB") and Business to Consumer ("BTC") solutions.  The
Company offers a BTB SaaS based Patient Management System (PMS)
software program, designed to improve operations and communication
with patients.  InnerScope also offers a Buying Group experience
for audiology practice, enabling owners to lower product costs and
increase their margins.  The Company will compete in the DTC
(Direct-to-Consumer) markets with its own line of "Hearables", and
"Wearables", including APPs on the iOS and Android markets.  The
company also has opened five retail hearing device clinics and
plans on using management's unique and successful talents on
acquiring and opening additional audiological brick and mortar
clinics to be owned and operated by the company.

InnerScope reported a net loss of $4.58 million for the year ended
Dec. 31, 2018, compared to a net loss of $1.91 million for the year
ended Dec. 31, 2017.  As of Sept. 30, 2019, the Company had $4.22
million in total assets, $8.20 million in total liabilities, and a
total stockholders' deficit of $3.98 million.

D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens,
Florida, the Company's auditor since 2015, issued a "going
concern"
qualification in its report dated April 16, 2019, citing that the
Company has incurred a net loss of $4,585,117 for the year ended
Dec. 31, 2018.  Additionally, the Company has a working capital
deficit of $3,088,957 and an accumulated deficit of $6,372,129 as
of Dec. 31, 2018.  These and other factors raise substantial doubt
about the Company's ability to continue as a going concern.


INVICTA ENTERPRISES: Taps Mancuso Law as Bankruptcy Counsel
-----------------------------------------------------------
Invicta Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Mancuso Law,
P.A. to serve as legal counsel in its Chapter 11 case.

The firm's services include:

   a. giving advice to the Debtor with respect to its powers and
duties and the continued management of its business operations;

   b. advising the Debtor with respect to its responsibilities in
complying with the Office of the U.S. Trustee's Operating
Guidelines and Reporting Requirements and with the rules of the
court;

   c. preparing adversary proceedings and legal documents;

   d. protecting the interests of the Debtor in all matters pending
before the court; and

   e. representing the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.

The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.

Nathan Mancuso, Esq., a partner at Mancuso Law, 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:

     Nathan G. Mancuso, Esq.
     Mancuso Law, P.A.
     7777 Glades Rd., Suite 100
     Boca Raton, FL 33434
     Tel: (561) 245-4705
     Fax: (561) 226-2575
     Email: ngm@mancuso-law.com

                     About Invicta Enterprises

Invicta Enterprises, LLC, a company based in Wellington, Fla.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 22-10157) on Jan. 10, 2022, disclosing as much
as $10 million in both assets and liabilities.  Lisa B. Bair,
manager, signed the petition.

Judge Mindy A. Mora oversees the case.

Nathan G. Mancuso, Esq., at Mancuso Law, P.A. is the Debtor's legal
counsel.


IRON MOUNTAIN: Egan-Jones Keeps BB Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on December 20, 2021, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Iron Mountain Inc.

Iron Mountain Inc. is an American enterprise information management
services company founded in 1951 and headquartered in Boston,
Massachusetts.



ISLAND EMPLOYEE: Seeks Approval to Hire Interim General Managers
----------------------------------------------------------------
The Island Employee Cooperative, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Maine to employ Columinate,
Morris Retail Consulting, LLC and Strategic Retail Renovations, LLC
to provide interim general manager services.

The firms' services include:

   a. providing full-time onsite contract management and
operational services of all business units, with remote support;

   b. providing stable and competent operational management of the
Debtor;

   c. evaluating and improving the Debtor's operational and
financial condition;

   d. developing and implementing plans for improving operations
and finances;

   e. reviewing and introducing new systems, including accounting
services, inventory management, and other tools to implement and
measure operational and financial performance;

   f. developing and implementing staff development and training to
support operational and financial performance;

   g. developing a plan for successful management transition to
follow the conclusion of the engagement;

   h. attending board meetings and providing regular reports; and

   i. providing other management and operational support services.

The firms will be paid as follows:

   -- Weekly Fees: $3,500 per week, pro-rated at $700 per day.

   -- Pre-Onsite Start Up Time: Up to 20 hours of support remotely
before the start date, including a review of policies, financials
and participation in some meetings, at the rate of $150 per hour
hour.

   -- Travel Expense Reimbursement: Reasonable travel cost for
Morris to arrive and depart for engagement, estimated at $1,500,
and additional reasonable travel expense of the firm necessary for
the services of the engagement in an aggregate amount not to exceed
$4,000, not to exceed $2,000 every three months.

   -- Reimbursement For Pre-Engagement Travel: Reimbursement in the
amount of $2,700 for onsite visit relating to engagement and
meetings with the Debtor, with payment due within two days of entry
of an order by the bankruptcy court authorizing the retention.

   -- Deposit: A deposit of $10,000 due within two days of entry of
an order by the bankruptcy court authorizing the retention.

As disclosed in court filings, the firms are "disinterested" within
the meaning of Section 101(14) of the Bankruptcy Code.

The firms can be reached through:

     Mark Goehring
     Columinate
     Phone: 802-380-3824
     Email: markgoehring@columinate.coop

        -- and --

     Chris Morris
     Morris Retail Consulting, LLC
     Fargo, ND
     Tel: (701) 412-1129
     Email: chrismorris@columinate.coop

        -- and --

     Scot DeStasio
     Strategic Retail Renovations, LLC
     Tel: (612) 868-8750
     Email: scotdestasio@columinate.coop

               About The Island Employee Cooperative

The Island Employee Cooperative, Inc., doing business as Burnt Cove
Market, is a Maine cooperative corporation created by the employees
of Burnt Cove Market, The Galley, and V&S Variety for the purpose
of purchasing the stores from Vern and Sandra Seile.

Island Employee Cooperative filed a petition for Chapter 11
protection (Bankr. D. Maine. Case No. 21-10253) on Sept. 23, 2021.
It disclosed $5,112,136 in total assets and $5,877,439 in total
liabilities as of Aug. 28, 2021.

The Hon. Michael A. Fagone is the bankruptcy judge overseeing the
Debtor's Chapter 11 case while Tanya Sambatakos is the Subchapter V
trustee.

Adam Prescott, Esq., at Bernstein Shur Sawyer & Nelson, P.A. and
Spinglass Management Group serve as the Debtor's legal counsel and
financial advisor, respectively.


J. CREW: Closes Only New Mexico Store After 10 Years
----------------------------------------------------
TitlePress reports that J. Crew's only clothing store location in
New Mexico is now closed after 10 years of operation.

A company representative confirmed that the store located in the
ABQ Uptown shopping center was scheduled to close on Sunday, but
signs in the shop window on Friday indicated that it had closed.

The exact closing date is unknown.

J. Crew first opened its doors to New Mexico in 2012, according to
previous reports, and specializes in both men’s and women’s
fashion.

The shutdown comes a year and a half after the retailer filed for
Chapter 11 bankruptcy due to the coronavirus.

                   About J. Crew Group Inc.

J. Crew Group Inc. is a specialty retail store in the U.S. that
offers assorted women's, men's, and children's apparel and
accessories, including swimwear, outerwear, lounge-wear, bags,
sweaters, denim, dresses, suiting, jewelry, and shoes.

J. Crew Group Inc. sought Chapter 11 bankruptcy petition (Bankr.
E.D. Va. Case No. 20-32181) on May 4, 2020.  In the petition filed
by Tyler P. Brown of Hunton Andrews Kurth LLP on behalf of J. Crew
Group, it Inc., it estimated assets between $1,000,000,001 and $10
billion and estimated liabilities between $1,000,000,001 and $10
billion.  The case is handled by Honorable Judge Keith L Phillips.
The Debtor's counsels are Nathan Kramer and Tyler P. Brown of
Hunton Andrews Kurth LLP.


JACOBS ENTERTAINMENT: Moody's Ups CFR to B2 & Rates New Notes B2
----------------------------------------------------------------
Moody's Investors Service upgraded Jacobs Entertainment, Inc.'s
Corporate Family Rating to B2 from B3 and Probability of Default
Rating to B2-PD from B3-PD. A B2 was assigned to the company's
proposed $500 million senior unsecured notes due 2029. The
company's existing senior secured second lien notes were upgraded
to B2 from B3. The company's outlook is stable.

Proceeds from the proposed $500 million of senior unsecured notes
will be used to refinance the company's existing second lien notes
outstanding, partially finance further remodeling and improvements
at the company's Sands Regency property, as well as pay related
premiums and expenses. At the close of the transaction, Moody's
expects to withdraw the ratings on the company's existing second
lien notes due 2024.

The upgrade of Jacobs' CFR to B2 considers the improvement in
operating performance since the company's casinos have reopened
including positive free cash flow generation and a reduction in
debt-to-EBITDA to below 4.0x as of September 2021. The company has
been able to improve EBITDA margins significantly and increase
absolute EBITDA levels above pre-pandemic levels. Moody's believes
the company has the capacity to withstand an increase in debt from
the proposed notes offering, which will increase debt-to-EBITDA
leverage to approximately 4.8x on a proforma basis as of September
2021, and also has cushion to withstand a partial reversal of the
margin gains, should such pressure arise over time, and still
maintain debt-to-EBITDA leverage below 5.5x, supporting the upgrade
to B2. Free cash flow will be weaker in 2022 and 2023 because
capital spending will increase to fund the renovations at the
company's Sands Regency property, but this development capital is
being prefunded with this note offering, providing ample liquidity
for the company.

Moody's took the following rating actions on Jacobs Entertainment,
Inc.:

Upgrades:

Issuer: Jacobs Entertainment, Inc.

Corporate Family Rating, Upgraded to B2 from B3

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

Gtd Senior Secured 2nd Lien Notes, Upgraded to B2 (LGD4) from B3
(LGD4)

Senior Secured 2nd Lien Global Notes, Upgraded to B2 (LGD4) from
B3 (LGD4)

Assignments:

Issuer: Jacobs Entertainment, Inc.

Gtd Senior Unsecured Global Notes, Assigned B2 (LGD4)

Outlook Actions:

Issuer: Jacobs Entertainment, Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Jacobs' B2 Corporate Family Rating reflects its high leverage, the
company's relatively small scale in terms of revenue relative to
peers, and high earnings concentration with nearly 80% of EBITDA
coming from two markets, Colorado and Louisiana. The rating is
supported by the good market position of Jacobs' revenue generating
assets within its operating regions, certain barriers to entry in
the Louisiana market due to laws that limit the locations of new
direct truck stop operators -- this provides Jacobs with a certain
level of earnings stability -- and regional growth in the Reno, NV
market where the company owns two land-based casinos. The company's
good liquidity profile also supports the rating, with access to a
new $80 million revolver that is expected to remain undrawn.

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

Additional social risks for gaming companies includes high taxes
and operating restrictions imposed by governments to mitigate the
effects of problem gambling, and evolving consumer preferences
related to entertainment choices and population demographics that
may drive a change in demand away from traditional casino-style
gaming. Younger generations may not spend as much time playing
casino-style games (particularly slot machines) as previous
generations. Data security and customer privacy risk is elevated
given the large amount of data collected on customer behavior. In
the event of data breaches, the company could face higher
operational costs to secure processes and limit reputational
damage.

The company is exposed to corporate governance risk given the
private ownership structure by Jeffrey P. Jacobs and family and an
aggressive financial strategy. Jacobs' financial policy has been to
grow the existing business and invest in new gaming opportunities
at the direction of the owner. Distributions to ownership are
limited by the terms of the company's debt instruments; although
distributions for taxes are allowed. The company has maintained
leverage and coverage within a range commensurate with the rating
over the past several years.

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

The stable outlook considers the recovery in the company's business
and margin improvement exhibited since reopening, and the
expectation for sustained revenue improvement with potential for
some margin deterioration in 2022. The stable outlook also
incorporates the company's good liquidity and the expectation for
leverage to continue to come down from current levels as the
business continues to recover.

Ratings could be downgraded if there is a decline in EBITDA
performance from factors such as volume pressures or higher
operating costs, liquidity deteriorates, or the company is unable
to sustain debt-to-EBITDA below 5.5x. Acquisitions or shareholder
distributions that increase leverage could also lead to a
downgrade.

Ratings could be upgraded if the company generates consistent and
comfortably positive free cash flow, revenue is growing,
debt-to-EBITDA is sustained below 4.0x, and the company adheres to
financial policies that maintain low leverage.

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

Jacobs Entertainment, Inc. is a privately held company that does
not disclose financial information publicly. The company owns and
operates gaming facilities located in Colorado, Nevada and
Louisiana. The company owns six land-based casinos: The Lodge
Casino and the Gilpin Casino, both in Black Hawk, CO; the Sands
Regency and the Gold Dust West Casino in Reno, NV; the Gold Dust
West-Carson City in Carson City, NV and the Gold Dust West-Elko in
Elko, NV. Jacobs also owns and operates 26 video poker truck stop
facilities in Louisiana. Additionally, the company has operations
in Cleveland, Ohio that include an aquarium, parking, a 4,700 seat
covered outdoor amphitheater, and a dinner cruise and entertainment
ship. The company is a wholly-owned subsidiary of Jacobs
Investments, Inc. (JII). Jeffrey P. Jacobs, the Chief Executive
Officer and his family trusts own 100% of JII's outstanding Class A
and Class B shares. Revenue for the 12 months ended September 2021
was approximately $411 million.


JACOBS ENTERTAINMENT: S&P Upgrades ICR to 'B', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S. gaming
operator Jacobs Entertainment Inc. to 'B' from 'B-'. At the same
time, S&P assigned its 'B' issue-level rating and '4' recovery
rating to the proposed $500 million unsecured notes. The '4'
recovery rating indicates its expectation for average (30%-50%;
rounded estimate: 35%) recovery for noteholders in the event of a
default.

S&P said, "The stable outlook reflects our forecast for S&P Global
Ratings-adjusted leverage of 5.5x-6.0x through 2023, which will
provide Jacobs with some cushion relative to our downgrade
threshold to absorb a modest underperformance or modestly higher
development spending relative to our assumptions."

Jacobs plans to enter into a new $80 million first-lien revolver
(not rated) and issue $500 million of unsecured notes. The company
intends to use the proceeds from the notes to refinance its
existing $385 million second-lien notes and prefund its capital
expenditure (capex). In addition, based on its preliminary
fourth-quarter 2021 results, Jacobs significantly improved its
full-year 2021 EBITDA relative to the previous year, which
materially reduced its S&P Global Ratings-adjusted leverage to the
mid-3x area as of the end of 2021 from the mid-7x area as of the
end of 2020.

S&P said, "We forecast Jacobs will maintain S&P Global
Ratings-adjusted leverage of 5.5x-6.0x, which will provide it with
some cushion relative to our 6.5x downgrade threshold. Our forecast
for the company's S&P Global Ratings-adjusted leverage is pro forma
for the completion of its proposed refinancing and incorporates our
assumption that its EBITDA will decline year over year in 2022,
primarily because of a decrease in its margin. Because of the steep
decline in the company's S&P Global Ratings-adjusted leverage to
the mid-3x area--based on preliminary fourth-quarter estimates--in
2021, from the mid-7x area as of the end of 2020, we believe it has
capacity to absorb the proposed $115 million of incremental debt
and our assumed decline in its EBITDA while maintaining S&P Global
Ratings-adjusted leverage of 5.5x-6.0x.

"We forecast Jacobs' EBITDA will decline by 20%-30% year over year
in 2022. This is because we believe that many of the factors
supporting its good revenue growth in 2021, including government
stimulus funds, a lack of travel and leisure alternatives, and an
inflow of workers to Louisiana to assist with hurricane repairs,
will wane in 2022. Furthermore, we believe the company's revenue
from its Louisiana properties will also be negatively affected by
the anticipated roll out of historical horse racing (HHR) machines
at its competitors' off-track betting sites in the state toward the
second half of 2022. However, Jacobs may add HHR machines to some
of its Louisiana locations, which could partially offset these
effects. We also assume its expenses, particularly marketing and
some labor, will increase in 2022. Specifically, we believe casinos
will need to increase their marketing and service levels to attract
customers and remain competitive as more travel and leisure
alternatives become available to consumers. Nevertheless, we assume
the company maintains some of the cost efficiencies it achieved
over the past several quarters.

"We believe Jacobs' redevelopment of its Sands Regency property
will provide it with incremental cash flow over time, though its
properties in Colorado and Louisiana will continue to be the
leading contributors to its cash flow.The company is planning a
$100 million redevelopment project at its Sands Regency property,
which it acquired in 2017. The project includes upgrading the
property's hotel rooms, adding new slots and tables, refreshing and
adding food and beverage (F&B) amenities, and adding parking.
Management expects to complete the redevelopment in mid-2023.
Jacobs also continues to invest in downtown Reno to revitalize the
area around its Sands Regency and Gold Dust West properties.

"Once complete, we assume these projects will lead to incremental
improvements in the visitation and EBITDA at both of its Reno
properties. We also believe the improvements to the quality of its
casinos and their surrounding neighborhood could help Jacobs better
capitalize on Reno's increased gaming revenue, which has been
supported by the city's steady population increases and investments
in the area to support job creation. Still, we assume the company's
properties remain second-tier properties in this market because the
Reno market is highly competitive and its properties compete
against three Caesars Entertainment Inc.-owned properties, which
benefit from Caesars' greater available resources for marketing.

"Nevertheless, we assume the performance of Jacobs' Black Hawk,
Colo. properties, which account for just under 40% of its
property-level EBITDA, remain largely stable over time because we
do not anticipate any further material changes in their operating
environment following the recent completion of a gaming and amenity
expansion at the competing Monarch Casino Resort. Further, we
believe the gross gaming revenue in the Black Hawk market will
remain above pre-pandemic levels. This follows the mid-2021
implementation of Colorado Amendment 77, which removed the $100 bet
limit and permitted a greater variety of games to be offered in the
market. Although we expect a modest decline in the EBITDA of the
company's Louisiana properties over the next few years, they will
likely continue to be the largest contributor to its EBITDA. Jacobs
has a leading position in the Louisiana truck stop market, which
benefits from some barriers to entry given the limitations around
eligible locations.

"The stable outlook on Jacobs reflects our forecast for S&P Global
Ratings-adjusted leverage of 5.5x-6.0x through 2023, which will
provide it with some cushion relative to our downgrade threshold to
absorb a modest underperformance or modestly higher development
spending relative to our assumptions.

"We could lower our rating on Jacobs if we expect it to sustain S&P
Global Ratings-adjusted leverage of more than 6.5x. This could
occur if its EBITDA its modestly (about 5%-10%) lower than we
forecast or it undertakes a higher-than-assumed level of
debt-funded development spending.

"It is unlikely that we will raise our rating on Jacobs over the
next two years given our forecast for S&P Global Ratings-adjusted
leverage in the 5.5x-6.0x range. Nevertheless, we could raise our
rating if we expect the company to sustain S&P Global
Ratings-adjusted leverage of below 5x."



KISMET ROCK: Unsecured Creditors to be Paid in Full over 60 Months
------------------------------------------------------------------
Kismet Rock Hill, LLC, filed with the U.S. Bankruptcy Court for the
District of South Carolina a Disclosure Statement describing Plan
of Reorganization dated Jan. 20, 2022.

The Company is a limited liability company which was organized
under the law of South Carolina in 2007. The Debtor is engaged in
the business of operating a hotel, commonly known as the Holiday
Inn Rock Hill (the "Hotel"), located at 503 Galleria Boulevard,
Rock Hill, York County, South Carolina.

The Debtor entered into a loan agreement (the "Loan Agreement") in
the principal amount of $9,240,000.00 on March 28, 2014 with
Starwood Mortgage Capital, LLC ("Starwood"). The Note, Loan, and
security instruments were assigned by Starwood to Wells Fargo Bank,
National Association, As Trustee for the Benefit of the Registered
Holders of JPMBB Commercial Mortgage Securities Trustee 2014-C19,
Commercial Mortgage Pass-Through Certificates, Series 2014-C19 (the
"Lender").

The Debtor made the decision to seek relief under Chapter 11 to
allow it to continue its business operations and manage, preserve,
and maximize the value of the assets of its bankruptcy estate for
the benefit of its creditors, and to have an opportunity to
negotiate a reasonable resolution with the Lender.

Class 2 consists of the Secured Claim of Lender. Beginning on the
month after the Effective Date of the Plan, the Debtor shall make a
Monthly Debt Service Payment to the Lender in the amount of
$50,072.08 per month. The Monthly Debt Service Payment shall be
applied by the Lender first to interest accrued and unpaid as of
the Effective Date at the rate of 5.083% per annum based on a 360
day year, and the balance to the Outstanding Principal Balance. For
purposes of the Plan, the Outstanding Principal Balance shall be
defined as $8,220,971.01.

Class 3 consists of the Unsecured Claim of Franchisor HHF. The
License Agreement will be assumed. The pre-petition arrearage due
to HHF, in the amount of $75,153.33, will be cured over 24 months,
with no interest or penalty. The Debtor shall make payments of
$3,131.39 to HHF on or before the 20th day of the month, for 24
consecutive months, beginning on the month after the Effective Date
of the Plan. This Class 3 is impaired.

Class 4 consists of Non-Insider, Non-Priority General Unsecured
Claims. The creditors in this Class 4 will be paid in full with no
interest or penalty. Payments will be made in the monthly amount of
$3,630.88 to the Class 4 creditors with allowed claims in excess of
$500.00, on a pro-rata basis, over 60 consecutive months. For
administrative convenience, the Class 4 creditors with claims less
than $500 will be paid in full over 3 months. Non-priority, General
Unsecured Claims total $218,196.62. Class 4 is impaired.

Class 5 consists of Insider Claims. The Debtor anticipates that
some of these claims of Insiders will be resolved in connection
with the Insider Litigation. To the extent a claim of an Insider is
not resolved with the agreement and Majority Vote of the Members,
then such Class 5 claim shall be paid in full after all claims in
Class 1, Class 2, Class 3, and Class 4 have been paid in full. This
Class 5 is impaired.

Class 6 consists of Equity Claim of Members of the Debtor. The
Members of the Debtor make up the Class 6 claimants, in proportion
to their percentage membership interest. The Members will retain
their equity interest in the Debtor.

The complete provisions of the Plan of Reorganization are contained
in the Plan that is filed simultaneously with this Disclosure
Statement and creditors are encouraged to read the Plan in its
entirety. Generally, it provides for the continuing operations of
the Debtor, with profitability continuing to improve back to
pre-pandemic levels as time goes on. Part of the improved
profitability is anticipated as the pandemic becomes more
manageable globally.

The Hotel is also expected to have improved profitability as a
result of the PIP Renovations that will be done, which will make
the Hotel more inviting and will enhance the experience of the
Hotel's guests. As a result of this restructuring and improvement,
the Debtor will be able to repay its creditors on a restructured
basis over time.

A full-text copy of the Disclosure Statement dated Jan. 20, 2022,
is available at https://bit.ly/3KGaoIQ from PacerMonitor.com at no
charge.

Attorney for the Debtor:

     Christine E. Brimm, Esq.
     Brianna J. Morrison
     Barton Brimm, PA
     P.O. Box 14805
     Myrtle Beach, SC 29587
     Telephone: (803) 256-6582
     Facsimile: (803) 779-0267
     Email: cbrimm@bartonbrimm.com
  
                     About Kismet Rock Hill

Kismet Rock Hill, LLC, operates Holiday Inn, a hotel located at 503
Galleria Boulevard, in Rock Hill, S.C.

Kismet Rock Hill filed its voluntary petition for Chapter 11
protection (Bankr. D. S.C. Case No. 21-01926) on July 23, 2021,
listing as much as $50 million in assets and as much as $10 million
in liabilities.  Judge Helen E. Burris presides over the case.  

Christine E. Brimm, Esq., at Barton Brimm, PA and Newpoint Advisors
Corporation serve as the Debtor's legal counsel and accountant,
respectively.


KLAUSNER LUMBER: March 8 Plan Confirmation Hearing Set
------------------------------------------------------
Debtor Klausner Lumber Two LLC ("KL2") and the Official Committee
of Unsecured Creditors filed with the U.S. Bankruptcy Court for the
District of Delaware a motion approving the First Amended
Disclosure Statement with respect to First Amended Chapter 11
Plan.

On Jan. 18, 2022, Judge Karen B. Owens granted the motion and
ordered that:

     * The Disclosure Statement is hereby approved under section
1125 of the Bankruptcy Code, Bankruptcy Rule 3017, and Local Rule
3017-1.

     * Feb. 21, 2022, is fixed as the last day to deliver all
ballots in order to be counted as votes to accept or reject the
Plan.

     * March 8, 2022, at 10:00 a.m. is the Confirmation Hearing.

     * Feb. 21, 2022, is fixed as the last day to file objections
to confirmation of the Plan on any ground, including adequacy of
the disclosures.

     * March 3, 2022, is fixed as the last day for the Proponents
to file a reply to any such objections and/or any affidavits or
declarations in support of approval of the Plan.

A full-text copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/3fUuzEw from PacerMonitor.com at no charge.

Attorneys for the Debtor:

     Thomas A. Draghi
     William C. Heuer
     WESTERMAN BALL EDERER MILLER
     ZUCKER & SHARFSTEIN, LLP
     1201 RXR Plaza
     Uniondale, New York 11556
     Telephone: (516) 622-9200
     Facsimile: (516) 622-9212

     Robert J. Dehney
     Eric Schwartz  
     Daniel B. Butz  
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 North Market Street, 16th Floor
     P.O. Box 1347
     Wilmington, Delaware 19899
     Telephone: (302) 658-9200
     Facsimile: (302) 658-3989

Attorneys for the Official Committee of Unsecured Creditors:

     Eric M. Sutty
     Jonathan M. Stemerman
     ARMSTRONG TEASDALE LLP
     300 Delaware Avenue, Suite 210
     Wilmington, Delaware 19801
     Telephone: (302) 824-7089

                   About Klausner Lumber Two

Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 20-11518) on June 10, 2020.  Robert Prusak, chief
restructuring officer, signed the petition.  At the time of the
filing, the Debtor had estimated assets of between $10 million and
$50 million and liabilities of between $100 million and $500
million.

Judge Karen B. Owens oversees the case.

The Debtor has tapped Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP and Morris, Nichols, Arsht & Tunnell, LLP as its
bankruptcy counsel; Fallace & Larkin, L.C. as litigation counsel;
Asgaard Capital LLC as restructuring advisor; and Cypress Holdings
LLC as investment banker.

The U.S. Trustee for Region 3 appointed a committee of unsecured
creditors in the Debtor's Chapter 11 case on June 25, 2020.  
Armstrong Teasdale, LLP and EisnerAmper, LLP, serve as the
committee's legal counsel and financial advisor, respectively.


LAMAR ADVERTISING: Egan-Jones Keeps BB- Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Lamar Advertising Company.

Headquartered in Baton Rouge, Louisiana, Lamar Advertising Company
owns and operates outdoor advertising structures in the United
States.



LATAM AIRLINES: Judge to Quickly Rule on Key Aircraft Settlements
-----------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that U.S. Bankruptcy Judge
James Garrity on Monday, January 24, 2022, said he'd "quickly"
decide whether to sign off on hefty settlements between Latam
Airlines Group SA and some of its largest aircraft leasing
creditors.

The settlements are a key step toward Latam's bankruptcy exit
because they would crystallize some $1.5 billion of aircraft lease
modification claims that have been hanging over its
reorganization.

The creditors -- SVPGlobal, Sculptor Capital Management and Sixth
Street Partners, which bought the claims during the bankruptcy --
had previously said they're owed more than $4 billion.

                About LATAM Airlines Group

LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.

Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.

LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.

The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.

The Hon. James L. Garrity, Jr., is the case judge.

The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP are the Debtors' strategic advisors while
PJT Partners LP serve as their investment banker. Prime Clerk, LLC
is the claims agent.

The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.

The ad hoc group of LATAM bondholders tapped White & Case LLP as
counsel.

Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel for
the ad hoc committee of shareholders.


LIEB PROPERTIES: Taps Realty Executives Associates as Realtor
-------------------------------------------------------------
Lieb Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Tennessee to employ Realty Executives
Associates to market for sale its real property located at 4605
Tazewell Pike, Knoxville, Tenn.

The firm will be paid a commission of 6 percent of the total sales
price.

Quint Bourgeois, a partner at Realty Executives Associates,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

     Quint Bourgeois
     Realty Executives Associates
     10255 Kingston Pike
     Knoxville, TN 37922
     Tel: (865) 693-3232

                       About Lieb Properties

Lieb Properties, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tenn. Case No. 21-31866) on Dec. 2, 2021, disclosing as much
as $1 million in both assets and liabilities.  Judge Suzanne H.
Bauknight oversees the case.  

The Debtor is represented by Lynn Tarpy, Esq., at Tarpy, Cox,
Fleishman & Leveille, PLLC.


LIMETREE BAY: Court Grants Motion to Extend Sale Deadline
---------------------------------------------------------
The Virgin Islands Consortium reports that Limetree Bay Refinery
late Friday filed for and was granted a motion to extend the sale
of the refinery from Friday, Jan. 21, 2022 to Monday, Jan. 24,
2022, telling the U.S. Bankruptcy Court for the Southern District
of Texas, which has jurisdiction over the sale proceedings, that
West Indies Petroleum, which had paid a substantial amount of the
$62 million closing cost on Friday, January 21, 2022 wired the
remaining amount but the funds as of late Friday hadn't arrived.

As of the motion's filing on Friday, West Indies Petroleum had
funded $50,599,895 of the $62 million purchase price of the
refinery, and Limetree Bay Refinery said the additional $11,480,720
was sent via wire transfer and was in transit. According to court
documents obtained by the Consortium, Limetree Bay Refinery told
the bankruptcy court that it was in receipt of the federal
reference number and SWIFT code for the funds in transit, and
confirmed that the funds totaled more than the remaining
$11,480,720 balance of the purchase price of $62 million.

Limetree Bay Refinery further stated that West Indies Petroleum
anticipated that the funds would have been received by or before
Friday, January 21, 2022, "however, due to delays with the
international wire transfer, [Limetree Bay Refinery] had yet to
receive the funds in transit, according to the emergency filing."

Limetree Bay Refinery and its related companies are the debtors,
and West Indies Petroleum is the purchaser along with its partner,
Port Hamilton Refining and Transportation, LLP. "The debtors and
purchaser are informed and believe that the debtors will receive
the funds in transit on or before Monday, January 24, 2022," reads
the court document.

Judge David Jones granted the request, and the sale is expected to
close Monday, January 25, 2022.

If a closing does not take place, the second runner-up for the bid,
St. Croix Energy — which on two occasions sought through the
courts to halt the sale of the refinery but failed in those
attempts — would be granted the opportunity to buy the refinery
at the $62 million sale price.

On January 7, 2022 WIPL CEO Charles Chambers said, "No doubt we are
committed to and confident about successfully closing out the sale
and moving towards maximizing the potential benefits that this
refinery may have on improving not just local or regional but also
global energy security." The Jamaica-based firm said it sees the
purchase of the refinery as a "major strategic investment," as it
worked to quell concerns that it didn't have the financial
wherewithal needed to sustain the behemoth facility on the south
shore of St. Croix.

He added, "Quite apart from the economic boost to St. Croix via the
significant foreign direct investment and job creation which our
investment will naturally bring, it's important to note that given
the distinct comparative advantage which its strategic location
facilitates, our winning bid and attendant proposed major
investment in the Limetree Bay Fefinery have significantly raised
the prospects of WIPL leveraging its footprints by supporting in a
major way the energy requirements of a raft of countries including
Puerto Rico, Trinidad and Tobago, Jamaica and sections of the
United States."

WIPL on Sat. Dec. 18, 2021 won the auction for the Limetree Bay
Refinery with its $62 million bid, and the firm has said it is
committed to being sensitive to environmental considerations in its
operation of the facility, which WIPL said is widely regarded among
stakeholders as a landmark and the largest of its kind in the
western hemisphere.

                   About Limetree Bay Refinery

Limetree Bay Energy is a large-scale energy complex strategically
located in St. Croix, U.S. Virgin Islands. The complex consists of
Limetree Bay Refining, a refinery with peak processing capacity of
650 thousand barrels of petroleum feedstock per day, and Limetree
Bay Terminal, a 34-million-barrel crude and petroleum products
storage and marine terminal facility serving the refinery and
third-party customers.

Limetree Bay Refining, LLC, restarted operations in February 2021,
and is capable of processing around 200,000 barrels per day. Key
restart work at the site began in 2018, including the 62,000
barrels per day modern, delayed Coker unit, extensive
desulfurization capacity, and a reformer unit to produce clean,
low-sulfur transportation fuels.  The restart project provided much
needed economic development in the U.S.V.I. and created more than
4,000 construction jobs at its peak.

Limetree Bay Refining, LLC and its affiliates sought Chapter 11
protection on July 12, 2021.  The lead case is In re Limetree Bay
Services, LLC (Bankr. S.D. Texas Case No. 21-32351).  

Limetree Bay Terminals, LLC did not file for bankruptcy.

In the petitions signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities.  Limetree Bay Refining,
LLC, estimated up to $10 billion in assets and up to $1 billion in
liabilities.

The Debtors tapped Baker Hostetler as legal counsel and B. Riley
Financial Inc. as restructuring advisor.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases on July 26, 2021.  The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.

405 Sentinel, LLC, serves as administrative and collateral agent
for the DIP lenders.


LIMETREE BAY: Moody's Rates Incremental $33MM Term Loan B 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to Limetree
Bay Terminals, LLC's incremental $33 million senior secured term
loan B due February 2024. At the same time, Moody's affirmed the
Caa1 rating on the existing $465 million senior secured term loan B
due February 2024. The outlook remains negative.

Assignments:

Issuer: Limetree Bay Terminals, LLC

$33 million Senior Secured Bank Credit Facility, Assigned Caa1

Affirmations:

Issuer: Limetree Bay Terminals, LLC

$465 million Senior Secured Bank Credit Facility, Affirmed Caa1

Outlook Actions:

Issuer: Limetree Bay Terminals, LLC

Outlook, Remains Negative

RATINGS RATIONALE

The rating affirmation and assignment of the Caa1 rating to the
incremental senior secured term loan B recognizes the additional
liquidity the financing will provide to Limetree Bay Terminals in
2022. This financing will further support management's progress in
adjusting its cost structure and contracting new customers since
the shut down of the refinery in the summer 2021.

Re-contracting capacity to external customers will remain a key
priority in order to return to positive EBITDA generation. Moody's
expects EBITDA to turn positive in 2022 but debt service coverage
ratio (DSCR) will likely not reach 1.0x before 2023.

The company continues to pay debt service and has a 6-months debt
service reserve fund. The fifth amendment of the term loan
contemplates another covenant holiday until March 31, 2023 and low
DSCR covenant thresholds through December 31, 2023. The amendment
to the credit agreement also changes the excess cash flow sweep
requirement to a 100% excess cash flow requirement. However,
Moody's currently does not anticipate material excess cash flow
generation before the maturity of the term loan debt in February
2024.

Refinancing of the term loan in February 2024 will be challenging
if the company has not returned to profitable operations by that
time frame.

Since the refinery shutdown, Limetree Bay Terminals has made
progress in adjusting its cost structure, separating the services
that were previously on a combined basis with its former sister
company, the refinery, such as insurance, power, water and
wastewater services, freeing up tanks previously occupied by the
refinery and finding new customers.

Liquidity remains limited but adequate. As of Jan 7, 2022 LB
Terminals, had cash of $11.5 million.

Limetree Bay Terminals is increasing its $465 million term loan due
Feb 2024 ($443 million outstanding) by $33 million to provide for
additional liquidity in 2022. In addition, it is increasing a
Holdco loan provided by AMP Capital by another $25 million, which
will have a junior lien on the Opco assets. A portion of the Holdco
funding was already provided in November ($5 million) and December
($10 million) 2021.

Pro-forma of the transaction Limetree Bay Terminals, LLC will have
around $501 million in debt outstanding consisting of the $443
million term loan, the $33 million upsized term loan, a $14 million
affiliate loan, and an $11 million a U.S. Virgin Island government
promissory note.

Other factors considered in the rating are the low operating
complexity of storage terminals, no direct exposure to commodity
price risk, potential additional environmental liabilities if the
refinery needs to be de-commissioned, and substantial capital
investments made into the facility since 2017.

RATING OUTLOOK

The negative outlook reflects the company's weak financial metrics
and Moody's expectation that DSCR will not return to above 1.0x
before 2023. Liquidity is adequate during this transition period in
2022 and Moody's expects that management will continue to make
progress in stabilizing its operations and increasing leased tank
capacity in 2022. This should ultimately support a return to
positive EBITDA generation in 2022 and a return to DSCR above 1.0x
in 2023.

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

WHAT COULD CHANGE THE RATING UP

The tank capacity previously leased to the refinery is
successfully replaced by contracts with external customers

FFO/debt around 7.5-10% and DSCR comfortably above 1.1x

Positive excess cash flow generation applied to debt reduction

WHAT COULD CHANGE THE RATING DOWN

Inability to replace refinery tank capacity with external
customers

Inability to maintain DSCR above 1.1x and FFO/debt above 5%

Weakening liquidity profile or reduced sponsor support

PROFILE

Limetree Bay Terminals, LLC is a wholly-owned subsidiary of
Limetree Bay Energy, LLC which is owned by an affiliate of private
equity sponsor EIG and a syndicate of other investors.

The project is a storage terminal and marine facility on around
1,500 acres of land on the south shore St. Croix, US Virgin
Islands.

METHODOLOGY

The principal methodology used in these ratings was Generic Project
Finance Methodology published in January 2022.


LTL MANAGEMENT: District Court Won't Hear Chapter 11 Stay Fight
---------------------------------------------------------------
Jeannie O'Sullivan of Law360 reports that a New Jersey district
court said Friday, January 21, 2022, that it won't decide a Johnson
& Johnson talcum powder liability spinoff's, LTL Management, bid to
extend its Chapter 11 litigation shield to other company
affiliates, reasoning that the issue should stay in bankruptcy
court.

Waving away arguments by a committee of talc claimants, U. S.
District Judge Freda L. Wolfson opined that the extension bid by
the spinoff, LTL Management, is considered a "core" to its pending
Chapter 11 proceeding and also meets the Third Circuit's factors
for keeping an adversary proceeding in the bankruptcy venue.

                      About LTL Management

LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.

LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on
Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.

The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.

An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.

The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.

                          About Johnson & Johnson

Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.

Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.

The corporation had worldwide sales of $82.6 billion in 2020.


MANITOWOC CO: Egan-Jones Hikes Senior Unsecured Ratings to BB-
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 20, 2021, raises the
foreign currency and local currency senior unsecured ratings on
debt issued by The Manitowoc Co Inc. to BB- from B+.

Headquartered in Milwaukee, Wisconsin, The Manitowoc Company, Inc.
is a diversified industrial manufacturer of cranes and related
products.



MASTEC INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2021, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by MasTec Inc. to BB+ from BB.

Mastec, Inc. is an American multinational infrastructure
engineering and construction company based in Coral Gables,
Florida.



MCAFEE CORP: Moody's Assigns B3 CFR & Rates New First Lien Debt B2
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default to McAfee Corp. upon its acquisition
by a consortium of private equity buyers. Moody's also assigned a
B2 rating to the proposed first lien revolver and term loan
facilities. The outlook is stable.

The first lien debt facilities along with yet to be placed secured
and unsecured notes and approximately $6 billion of new equity will
be used by private equity firms Permira, Advent and Crosspoint to
acquire McAfee. The transaction is expected to close in the first
half of 2022. The current ratings on McAfee, LLC will be withdrawn
upon closing and full repayment of the current debt.

RATINGS RATIONALE

McAfee's B3 CFR reflects the company's very high initial leverage
offset by its leading position in the consumer endpoint security
markets and track record of steady revenue growth. Debt to EBITDA
will be around 10x pro forma for the acquisition based on trailing
September 2021 results (excluding stranded costs, public company
costs, and certain one-time expenses) and about 9x on a cash EBITDA
basis. Moody's expects the company can de-lever towards 8x over the
next two years based on continued revenue growth unless they pursue
debt funded acquisitions.

While Moody's expect some moderation in double digit growth rates
that were temporarily boosted during the pandemic, Moody's expects
solid mid-single digit or higher growth over the next several years
driven by consumer concerns over digital security and the ongoing
shift of consumers to a digital world. Prior to the pandemic,
McAfee was able to grow revenues despite declining PC sales though
bundling of new products and services as well as a successful
multi-channel sales strategy.

The consumer security business is however less "sticky" than
traditional enterprise software and more susceptible to free
alternatives and changes in the popularity of PC's. McAfee competes
with NortonLifeLock, Trend Micro and Kaspersky Lab as well as
numerous freeware or "freemium" competitors. McAfee has often
outpaced subscriber growth and revenue growth at its competitors
partly driven by its diverse multi-channel sales strategy.
Successful marketing and branding strategies as well as constant
development and investment (or acquisitions) of new products are
critical to sustained growth in the consumer security industry.

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

The stable outlook reflects Moody's expectation of mid-single digit
or higher growth and leverage declining to 8x over the next two
years. The ratings could be upgraded if McAfee sustains leverage
under 7.5x and free cash flow to debt greater than 5%. The ratings
could be downgraded if operating performance deteriorates
significantly, leverage is not on track to decrease below 9x, or
free cash flow is negative on other than a temporary basis.

Liquidity is good based on an estimated cash balance of $250
million and $1 billion undrawn revolver at closing as well as
positive free cash flow over the year post closing.

Similar to most security software providers, McAfee has limited
environmental risk. Social risks are considered low to moderate, in
line with the software sector. Broadly the main credit risks
stemming from social issues are linked to reputational risk, data
security, diversity in the workplace, and access to highly skilled
workers. Given the large reliance on the brand's reputation, high
profile security breaches or improper corporate behavior could
materially impact performance. McAfee is likely benefitting from
work from home trends as a result of the recent pandemic. Moody's
views the impact from COVID-19 as a social risk.

McAfee will be privately held and will not have an independent
Board of Directors. Moody's expects financial policies will be
aggressive under private equity ownership as evidenced by the very
high leverage at closing of the acquisition.

The following ratings were assigned:

Assignments:

Issuer: McAfee Corp.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

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

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

Outlook Actions:

Issuer: McAfee Corp.

Outlook, Assigned Stable

McAfee is a leading security software provider to consumer
customers. The company is headquartered in San Jose, CA. Revenue
for the consumer business in the last twelve months ended September
25, 2021 was approximately $1.8 billion ($3.2 billion inclusive of
the divested enterprise business). The company is being acquired by
private equity investors Permira, Advent and Crosspoint. The
transaction is expected to close in the first half of 2022.

The principal methodology used in these ratings was Software
Industry published in August 2018.


MCAFEE CORP: S&P Cuts ICR to 'B-' on Acquisition by Investor Group
------------------------------------------------------------------
S&P Global Ratings downgrades McAfee Corp.'s to 'B-' from 'BB' in
response to the considerable increase in debt, which will lead to
leverage over 10x.

S&P assigned its 'B-' issue-level rating and '3' recovery to the
firm's new first-lien credit facility, consisting of a $1 billion
revolving credit facility, $4.41 billion term loan, and $1.25
billion euro-denominated term loan.

$9 billion of debt will drive leverage over 10x in 2022 and
increase annual interest expense over $400 million. This
transaction will reverse a trajectory of deleveraging and debt
paydown since McAfee's IPO in 2020, increasing the firm's debt load
to nearly $10 billion including preferred stock that S&P treats as
debt under its criteria. S&P said, "This new borrowing will raise
leverage over 10x based on our forecast of 2022 EBITDA, well over
our prior forecast of leverage under 3.5x. This increase in balance
sheet leverage comes despite our forecast for considerable revenue
and profitability growth in the coming year. Furthermore, free cash
flow will be weakened by over $200 million of incremental interest
from the new debt. Notwithstanding these increased risk factors, we
note McAfee has outperformed the consumer cyber security market and
reported both strong growth and margin expansion over the past
year. We expect the firm to support its new capital structure
through consistent performance."

S&P said, "The outlook is stable, reflecting our view that McAfee
will maintain strong profitability and increase revenue in the
high-single-digit percentage area. We expect leverage to remain
very high at over 10x for at least 12 months post close despite
this strong operating performance, but rising cash generation will
support adequate liquidity."

S&P would downgrade McAfee if:

-- Weak operating performance, declining bookings, and lower free
cash flow prospects caused S&P to view the firm's capital structure
as unsustainable;

-- Consumer cyber security competitive landscape shifted
substantially from established incumbents; or

-- Incremental leveraged acquisitions did not perform as
expected.

An upgrade is unlikely over the next 12 months because of the
company's high leverage. S&P will consider an upgrade if McAfee:

-- Reduced leverage and S&P expected the company to maintain it
under 8x; and

-- Generated free cash flow of over 5% of debt.

Governance factors are a moderately negative consideration in its
credit rating analysis of the company, as is the case for most
rated entities owned by private-equity sponsors.



MEZZ57TH LLC: Taps Mandelbaum Barrett as Bankruptcy Counsel
-----------------------------------------------------------
Mezz 57th, LLC and John Barrett Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Mandelbaum Barrett P.C. to handle their Chapter 11 cases.

The firm's services include:

     (a) advising the Debtors of their rights, powers, and duties
in continuing to operate and manage their business and assets;

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

     (c) attending meetings and negotiations with representatives
of creditors and other parties-in-interest;

     (d) taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved;

     (e) reviewing the nature and validity of agreements relating
to the Debtors' business and property, and advising the Debtors in
connection therewith;

     (f) reviewing the nature and validity of liens, if any,
asserted against the Debtors, and advising as to the enforceability
of such liens;

     (g) advising the Debtors concerning the actions they might
take to collect and recover property for the benefit of their
estate;

     (h) preparing legal papers and reviewing all financial reports
to be filed in the Debtors' cases;

     (i) advising the Debtors concerning, and preparing responses
to, legal papers, which may be filed by parties-in-interest in
their cases;

     (j) representing the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;

     (k) appearing before the bankruptcy court and any appellate
courts;

     (l) advising the Debtors concerning tax matters;

     (m) advising the Debtors in connection with any potential sale
of assets;

     (n) assisting the Debtors in connection with the formulation,
negotiation and promulgation of a Chapter 11 plan;

     (o) performing all other legal services for the Debtors.

The hourly rates charged by the firm's attorneys and paralegals are
as follows:

     Partner      $450 - $715
     Of Counsel   $325 - $550
     Associate    $225 - $450
     Paralegal    $275 (approximately)

In addition, the firm will seek reimbursement for its out-of-pocket
expenses.

Vincent Roldan, Esq., a partner at Mandelbaum Barrett, 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:

     Vincent J. Roldan, Esq.
     Mandelbaum Barrett P.C.
     3 Becker Farm Road
     Roseland, NJ 07068
     Tel: (973) 974-9815
     Email: vroldan@mblawfirm.com

                  About Mezz57th and John Barrett

Mezz57th, LLC is a New York-based provider of luxury beauty salon,
spa and related services.

Mezz57th and John Barrett Inc. filed Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 20-11316) on May 29, 2020. John Barrett,
president and managing member, signed the petitions.  In their
petitions, Mezz57th listed as much as $10 million in both assets
and liabilities while John Barrett Inc. disclosed up to $10 million
in assets and up to $50,000 in liabilities.

Judge Sean H. Lane oversees the cases.

Ballon Stoll Bader & Nadler, P.C. and Mandelbaum Barrett P.C. serve
as the Debtors' bankruptcy counsels.


MICROCHIP TECHNOLOGY: Egan-Jones Keeps B Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 20, 2021, maintained its
'B' foreign currency and local currency senior unsecured ratings on
debt issued by Microchip Technology Inc.

Headquartered in Chandler, Arizona, Microchip Technology Inc. is a
publicly-listed American corporation that manufactures
microcontroller, mixed-signal, analog and Flash-IP integrated
circuits.



MOUNTAIN PROVINCE: Announces Management Changes
-----------------------------------------------
Mountain Province Diamonds Inc. has appointed Steven Thomas as vice
president finance, chief financial officer and corporate secretary,
April Hayward as chief sustainability officer, and Matt MacPhail as
chief technical officer.

Mr. Steven Thomas has joined the company as vice president Finance,
secretary and chief financial officer.  Mr. Thomas brings some 25
years of experience and significant knowledge of the sector having
spent almost 10 years as the CFO of DeBeers Canada as well as the
CFO for Goldcorp's Canadian operations and CFO of TSX listed Torex
Gold.

Dr. April Hayward has joined the company as the chief
sustainability officer (CSO).  Dr. Hayward has long and deep
experience in the Northwest Territories, and the Gahcho Kue mine
and Kennady exploration projects.  Dr. Hayward has a Ph.D. in
ecology and is deeply passionate about sustainability in Canada's
North.

Mr. Matt MacPhail has been appointed as the chief technical officer
(CTO) of the company.  Mr. MacPhail is a Professional Mining
Engineer and was previously the vice president of corporate
development and Technical Services.  Mr. MacPhail will work on
optimizing the Life of Mine Plans for the operation as well as
supporting exploration and business development matters.

Dr. Tom McCandless will continue as vice president and Head of
Exploration for the company.  Dr. McCandless has more than 40 years
of experience with over 20 years in the exploration and development
of +500-million-year-old kimberlites with irregular shapes and KIM
dispersion patterns that are prevalent at both the Gahcho Kue Mine
and the Kennady North Project.  Dr. McCandless has a Ph.D. in
Geochemistry and an Adjunct Professor at the University of Alberta
and University of Arizona.

Mr. Reid Mackie will continue as vice president and Head of Diamond
Sales and Marketing for the company.  Mr. Mackie is an industry
veteran in diamond sales and marketing, having previously held
senior roles at Ashton Mining, Rio Tinto Diamonds and Argyle Pink
Diamonds.  To date, Mr. Mackie has successfully introduced several
new rough diamond productions to market, pioneered the use of
competitive rough diamond tenders by diamond miners and oversaw the
iconic Argyle Pink Diamond brand.

Mr. Perry Ing will remain the CFO until February 19 and support the
transitional period, whereafter he will support the incoming CFO
for a short period to ensure continuity.

Mountain Province Diamonds President and CEO, Mark Wall Commented
"Firstly, I would like to thank out outgoing CFO Perry Ing for his
hard work in stabilizing the company over the past several years
and supporting the transition.

After recently taking over the role of President and CEO I am very
excited to announce this incredibly strong leadership team to
advance Mountain Province Diamonds. Our Strategy is to execute on
the following:

  1. Safety, Finance and Operations.  Optimize operational
performance and cost management – drive the bottom line at Gahcho
Kue operations

  2. Focus on the Environment, Sustainability and Emissions
reduction. Find ways to reduce our carbon footprint while
delivering shared value to our local partners and communities

  3. Manage Debt.  Position the company as a financially strong
long-term Canadian producer

  4. Extend the Mine Life.  Extend the LOM of the Gahcho Kue
property through near mine exploration, both open pit and
underground

  5. Find New Mines.  Pursue exploration success on the +107,000
hectares of highly prospective ground adjacent to the Gahcho Kue
operation that is 100% owned by Mountain Province Diamonds
We now have an incredible team to execute on this Strategy.

Our CFO Steve brings significant diamond sector as well as public
company experience.  Steve will be able to integrate seamlessly
with our joint venture partner having been the CFO of DeBeers
Canada for 10 years.

Our CSO April is a passionate Sustainability professional with
significant experience in Canada's North and a true passion to
materially improve our sustainability ESG focus and performance.
Our CTO Matt is a smart and energetic mining engineer, one of those
technical people who are highly sought after in our industry. We
are very lucky to have him.

Our VP & Head of Exploration Tom is a deeply knowledgeable
geologist who incredibly experienced in finding Kimberlites in
Canada's North. Tom is key to our strategy of 'finding new mines'.

Our VP & Head of Diamond Sales and Marketing Reid is very well
known in the industry, an expert in his field.  His proven track
record of successfully marketing the famous Argyle pink and yellow
diamonds is a testament to his capabilities.

I can't think of a better team in the industry to take the Company
forward to success."

                      About Mountain Province

Mountain Province Diamonds Inc. is a 49% participant with De Beers
Canada in the Gahcho Kue diamond mine located in Canada's Northwest
Territories.  The Gahcho Kue Joint Venture property consists of
several kimberlites that are actively being mined, developed, and
explored for future development.  The Company also controls 106,202
hectares of highly prospective mineral claims and leases that
surround the Gahcho Kue Joint Venture property that include an
indicated mineral resource for the Kelvin kimberlite and inferred
mineral resources for the Faraday kimberlites.

Mountain Province reported a net loss of C$263.43 million for the
year ended Dec. 31, 2020, compared to a net loss of C$128.76
million for the year ended Dec. 31, 2019.  As of Dec. 31, 2020, the
Company had C$595.33 million in total assets, C$75.73 million in
current liabilities, C$374.71 million in secured notes payable,
C$750,000 in lease liabilities, C$70.44 million in decommissioning
and restoration liability, and C$73.70 million in total
shareholders' equity.

Toronto, Canada-based KPMG LLP, the Company's auditor since 1999,
issued a "going concern" qualification in its report dated
March 29, 2021, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.


NATIONAL CAMPUS: S&P Rates 2022A/B Student Housing Rev. Bonds 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term rating to Public
Finance Authority, Wis.' $41.0 million series 2022A and $1.0
million 2022B student housing revenue bonds issued on behalf of
NCCD-Taylorsville Properties LLC (the borrower), Utah.

Taylorsville Properties LLC is a Utah single-member limited
liability company. Its sole member is National Campus and Community
Development Corp. (NCCD), a Texas nonprofit corporation. The
outlook is stable.

The series 2022 bond proceeds are being used to finance the
construction and equipping of a student housing facility containing
approximately 430 beds, configured as studio, two-bedroom, and
four-bedroom apartment-style units to be located on the campus of
Salt Lake Community College (SLCC).

"The rating reflects our view of the unproven demand for housing at
SLCC that lends occupancy risk to the project, in addition to
financial projections that include a high break-even occupancy and
initially high occupancy levels," said S&P Global Ratings credit
analyst Phillip Pena. "However, we acknowledge the project's
importance to the strategic vision of the college, as demonstrated
by a cooperation agreement in place, and the various adequate cost
contingences relative to the project budget."

S&P Global Ratings has reviewed SLCC's finances and demand to
understand the project and the college's role in supporting it;
however, the rating on the housing project does not directly
reflect the college's underlying credit characteristics as the
bonds will not be a direct debt obligation of Salt Lake Community
College.

S&P said, "The stable outlook reflects our expectation that the
project will be completed on time and within budget given
contingencies built into its construction. The outlook also
reflects our view that the project will generate demand such that
it will be sufficient to meet required debt service coverage
requirements.

"We could consider a negative rating action should the project be
completed late or over budget. We could also consider a negative
rating action should the project have difficulty achieving
sufficient occupancy such that its debt service coverage
requirement is not met.

"We could consider a positive rating action should the project be
completed on time and within budget, and should occupancy align
with current pro forma projections, such that debt service coverage
was consistently above the 1.20x requirement."



NEKTAR THERAPEUTICS: Egan-Jones Keeps C Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 23, 2021, maintained its
'C' foreign currency and local currency senior unsecured ratings on
debt issued by Nektar Therapeutics. EJR also maintained its 'CCC-'
rating on commercial paper issued by the Company.

Nektar Therapeutics is an American biopharmaceutical company. The
company was founded in 1990 and is based in San Francisco,
California.




NITROCRETE LLC: Committee Taps Province LLC as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of NITROcrete, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Colorado to employ Province, LLC as its financial advisor.

The firm's services include:

   a. analyzing the debtor-in-possession budget, assets and
liabilities, and overall financial condition;

   b. reviewing financial and operational information furnished by
the Debtors;

   c. monitoring the sale process, reviewing bidding procedures,
stalking horse bids and asset purchase agreements, interfacing with
the Debtors' professionals, and advising the committee regarding
the process;

   d. scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' Key Employee Incentive
Plan and Key Employee Retention Plan;

   e. analyzing the Debtors' proposed business plans and developing
alternative scenarios, if necessary;

   f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;

   g. preparing, or reviewing as applicable, avoidance action and
claim analyses;

   h. assisting the committee in reviewing the Debtors' financial
reports;

   i. advising the committee on the current state of the Debtors'
cases;

   j. advising the committee in negotiations with the Debtors and
third parties as necessary;

   k. participating as a witness in hearings before the court; and

   l. other activities approved by the committee and its legal
counsel, and agreed to by the firm.

The hourly rates charged by the firm for its services are as
follows:

   Managing Directors/Principals   $740 to $1,050 per hour
   Vice Presidents/Directors       $520 to $740 per hour
   Analysts/Associates             $250 to $520 per hour
   Paraprofessionals               $185 to $225 per hour

The firm will also seek reimbursement for out-of-pocket expenses
incurred.

Sanjuro Kietlinski, a partner at Province, 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:

     Sanjuro Kietlinski
     Province, LLC
     2360 Corporate Circle, Suite 330
     Henderson, NV 89074
     Tel: (702) 685-5555
     Email: skietlinski@provincefirm.com

                       About NITROcrete LLC

NITROcrete, LLC and its affiliates filed petitions for Chapter 11
protection (Bankr. D. Colo. Lead Case No. 21-15739) on Nov. 18,
2021. Stephen De Bever, chief executive officer, signed the
petitions. In its petition, NITROcrete listed up to $10 million in
assets and up to $50 million in liabilities.

Judge Kimberley H. Tyson oversees the cases.

The Debtors tapped Matthew T. Faga, Esq., at Markus Williams Young
& Hunsicker, LLC as bankruptcy counsel; Polsinelli, PC as special
counsel; Cordes & Company as financial advisor; and SSG Advisors,
LLC as investment banker. BMC Group, Inc. is the Debtors' noticing
agent.

The U.S. Trustee for Region 19 appointed an official committee of
unsecured creditors in the Debtors' cases on Dec. 9, 2021. Seward &
Kissel, LLP and Kutner Brinen Dickey Riley, P.C. serve as legal
counsel for the committee while Province, LLC serves as the
committee's financial advisor.


NORDIC AVIATION: Files Plan to Cut Debt by $4.3 Billion
-------------------------------------------------------
Nordic Aviation Capital Designated Activity Company, et al., filed
a Joint Chapter 11 Plan of Reorganization and a Disclosure
Statement on Jan. 19, 2022.

As of the Petition Date, the Debtors are liable for approximately
$5.9 billion in aggregate funded-debt obligations on account of
various different financing and security structures that enable the
Group to maximize tax efficiencies and business flexibility. The
primary financing structures, the substantial majority of which are
secured structures, include: (a) direct facilities; (b) finance
leases; (c) JOLCOs; and (d) swaps.

The Restructuring Transactions embodied by the Restructuring
Support Agreement and Plan will deleverage the Group's balance
sheet by approximately $[4.3] billion in debt pursuant to various
equitization and sale transactions, provide for an infusion of
approximately $537 million in new money in the form of an
approximately $337 million equity rights offering and a $200
million new revolving credit facility, and, importantly, preserve
customer relationships and the Group's market leading position in
the aircraft leasing industry.

To accommodate the Debtors' diverse creditor constituencies, the
Restructuring Support Agreement, the terms and conditions of which
are embodied by the Plan, reflects a variety of differing
restructuring and recapitalization transactions specific to each
(or multiple) ad hoc group of creditors, as reflected by the
various bespoke term sheets appended thereto.  Specifically, the
transactions contemplated under the Restructuring Support Agreement
include, among others:

   * DIP Facility: effectuation of an $170 million super priority
senior secured DIP credit facility provided by certain of the
Debtors' existing prepetition lenders;

   * Option A/D Equitization Restructuring Transaction: the
equitization of approximately $[583 million] in secured note
obligations and facility agreement obligations held by Holders of
NAC 29 Funded Debt Claims, KfW Funded Debt Claims, and DB Nightjar
Funded Debt Claims, in exchange for the issuance of New Ordinary
Shares to such Holders, as well as the issuance of the New NAC 29
Debt (comprised of New NAC 29 Notes and/or New NAC 29 Term Loans)
to the aforementioned classes' funded-debt claimants and Holders of
SMBC Funded Debt Claims (together with the other restructuring
transactions relating to the aforementioned Holders of Claims,
collectively, the "Option A/D Equitization Restructuring
Transaction");

   * Rights Offering: implementation of an approximately $337
million equity rights offering, backstopped by the Backstop
Commitment Parties, representing Holders of NAC 29 Funded Debt
Claims, KfW Funded Debt Claims, DB Nightjar Funded Debt Claims, and
Leveraged Aircraft Lease Claims arising from certain KfW Aircraft
Leases, to fund new aircraft investment and provide go-forward
liquidity;

   * Option C2 Restructuring Transaction: the amendment and
restatement of that certain prepetition term loan credit agreement,
by and among the Reorganized Investec NAC 27 Debtor and the Holders
of Investec NAC 27 Funded Debt Claims (together with the other
transactions relating to the Investec NAC 27 Debtors and the
Holders of Investec NAC 27 Funded Debt Claims, collectively, the
"Option C2 Restructuring Transaction");

   * Option E Transactions

     -- JOLCO Restructuring Transaction: among other things, (i)
the consensual rejection of the Leveraged Aircraft Leases of the
JOLCO Debtors, (ii) the return of all collateral securing the
financing arrangements under which the JOLCO Debtors are obligated
(including the surrender and cancellation of the Debtors' existing
shares in the JOLCO Debtors), and (iii) the complete equitization
of certain claims (i.e., the "A Termination Claims") against the
JOLCO Debtors and issuance of new shares in the JOLCO Debtors to
the Holders of A Termination Claims against the JOLCO Debtors or a
third-party buyer, coupled with the extinguishment and release of
other claims against the JOLCO Debtors (the "B Termination Claims")
(together with the other transactions relating to the JOLCO Debtors
and the Holders of Claims against the JOLCO Debtors, collectively,
the "JOLCO Restructuring Transaction");

     -- NAC 8 Restructuring Transaction: among other things, (i)
the amendment and restatement of that certain prepetition term loan
credit agreement, entered into by and among NAC Aviation 8 Limited
and the Holders of Investec NAC 8 Senior Funded Debt Claims, (ii)
the amendment and restatement of that certain prepetition term loan
credit agreement, entered into by and among NAC Aviation 8 Limited
and the Holders of Investec NAC 8 Junior Funded Debt Claims, (iii)
Interests in NAC Aviation 8 Limited to be issued or transferred to
the Investec NAC 8 Buyer, and (iv) the issuance of the NAC 8 Exit
Facility, (together with the other transactions relating to the
Investec NAC 8 Debtors and the Holders of Investec NAC 8 Funded
Debt Claims, collectively, the "NAC 8 Restructuring Transaction");

     -- NAC 33/34 Transactions: the recapitalization of the NAC
33/34 Debtors through the New Money Investment Transaction, which
will result in the transfer of the share collateral in such Debtors
to a new holding company, 90 percent of which will be indirectly
owned by Azorra Aviation Holdings, LLC and/or its affiliates as the
New Money Investors and 10 percent of which will be owned by the
NAC 33/34 Lenders, among other things, which are more fully
described herein and in the Plan;

     -- EDC Exiting Restructuring Transactions: among other things,
(i) the servicing and remarketing of twelve CRJ aircraft to
effectuate a consensual termination of the leasing and redelivery
of such aircraft from Garuda and, to the extent not effectuated,
the sale of such aircraft to a third party or the abandonment and
transfer of such aircraft to the nominee of the lenders to the EDC
Debtors, and (ii) the servicing of six additional EDC-financed CRJ
aircraft in compromise of the Debtors' outstanding prepetition debt
in respect of those aircraft, among other things (collectively, the
"EDC Exiting Restructuring Transactions");

   * EDC Reinstating Transactions: the amendment and restatement of
the EDC Remaining Facilities entered into by and between the EDC
Debtors and the Holders of EDC Remaining Facilities Claims
(collectively, the "EDC Reinstating Restructuring Transaction");
and

   * Exit Facility: entry into a $200 million super senior
revolving credit facility, fully underwritten by holders of Holders
of NAC 29 Funded Debt Claims, KfW Funded Debt Claims, SMBC Funded
Debt Claims, DB Nightjar Funded Debt Claims, and Leveraged Aircraft
Lease Claims arising from certain KfW Aircraft Leases or, at the
Debtors' election, and subject to certain conditions, an
alternative exit facility.

Class C2 - General Unsecured Claims Against NAC DAC, Class D2 -
General Unsecured Claims Against the NAC 29 Debtors, Class E2 -
General Unsecured Claims Against the KfW Debtors, Class F2 -
General Unsecured Claims Against the DB Nightjar Debtors, Class G2
- General Unsecured Claims Against the SMBC Debtor, Class H2 -
General Unsecured Claims Against the Investec NAC 27 Debtor, Class
I4 - General Unsecured Claims Against the EDC Debtors, and Class M1
- General Unsecured Claims against the Other NAC Debtors are
unimpaired under the Plan.

Class J2 - General Unsecured Claims Against the ECA Debtors, Class
K2 - General Unsecured Claims Against the Kirk Debtors, Class L2 -
General Unsecured Claims Against the NYL Debtors, Class O3 -
General Unsecured Claims Against the DB JOLCO Debtors, Class P3 -
General Unsecured Claims Against the MUFG JOLCO Debtors, and Class
Q3 - General Unsecured Claims Against the Investec NAC 8 Debtors
will each receive its pro rata share of the Liquidation Recovery
and are impaired under the Plan.  

Class R4 - General Unsecured Claims Against the NAC 33/34 Debtors.
will each receive cash in an amount equal to its pro rata share of
the NAC 33/34 General Unsecured Recovery Cash Pool Amount.  Class
R4 is impaired.

The voting record date will be on March 3, 2022.  The Disclosure
Statement hearing date will be on March 10, 2022.  The solicitation
mailing deadline will be on March 15, 2022.  The Plan Supplement
filing deadline will be on March 31, 2022, at 5:00 p.m., prevailing
Eastern Time, or such other date as the Court may direct.  The
voting deadline will be on April 7, 2022, at 5:00 p.m., prevailing
Eastern Time.  The confirmation objection deadline will be on April
12, 2022, at 5:00 p.m., prevailing Eastern Time, or such other date
as the Court may direct.  The deadline to file voting report will
be on April 18, 2022, at 4:00 p.m., prevailing Eastern Time, or
such other date as the Court may direct.  The confirmation hearing
date will be on [April 19], 2022, or such other date as the Court
may direct.

Proposed Co-Counsel to the Debtors and Debtors in Possession:

     Edward O. Sassower, Esq.
     Emily Geier, Esq.
     KIRKLAND & ELLIS LLP
     KIRKLAND & ELLIS INTERNATIONAL LLP
     601 Lexington Avenue
     New York, New York 10022
     Telephone: (212) 446-4800
     Facsimile: (212) 446-4900

     Chad J. Husnick, Esq.
     David R. Seligman, Esq.
     Jaimie Fedell
     KIRKLAND & ELLIS LLP
     KIRKLAND & ELLIS INTERNATIONAL LLP
     300 North LaSalle Street
     Chicago, Illinois 60654
     Telephone: (312) 862-2000
     Facsimile: (312) 862-2200

     Michael A. Condyles, Esq.
     Peter J. Barrett, Esq.
     Jeremy S. Williams, Esq.
     KUTAK ROCK LLP
     901 East Byrd Street, Suite 1000
     Richmond, Virginia 23219-4071
     Telephone: (804) 644-1700
     Facsimile: (804) 783-6192

A copy of the Disclosure Statement dated Jan. 19, 2021, is
available at https://bit.ly/3KuWf13 from Epiq11, the claims agent.

                   About Nordic Aviation Capital

Nordic Aviation Capital is the leading regional aircraft lessor
serving almost 70 airlines in approximately 45 countries.  Its
fleet of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8,
Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family
aircraft.

On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation
17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital
A/S each filed petitions seeking relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va.).  On Dec. 19, 2021, Nordic
Aviation Capital Designated Activity Company and 112 affiliated
companies also filed petitions seeking Chapter 11 relief.  The lead
case is In re Nordic Aviation Capital Designated Activity Company
(Bankr. E.D. Va. Lead Case No. 21-33693).

Judge Kevin R. Huennekens oversees the cases.

The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as
bankruptcy counsels and the law firms of Clifford Chance, LLP,
William Fry, LLP and Gorrissen Federspiel as corporate counsels.
N.M. Rothschild & Sons Limited, Ernst & Young, LLP and
PricewaterhouseCoopers, LLP serve as the Debtors' financial
advisor, restructuring advisor and tax advisor, respectively.  Epiq
Corporate Restructuring, LLC is the claims and noticing agent.


NORDIC AVIATION: Writes Down Aircraft Portfolio Value by a Third
----------------------------------------------------------------
Smart Aviation reports that Nordic Aviation Capital (NAC), which is
currently in Chapter 11 bankruptcy protection, has disclosed to the
US Bankruptcy Court that it has written down the value of its
aircraft portfolio by nearly a third, adding that this has caused
the equity value of the company to decrease significantly.

NAC, which is the world's largest regional aircraft lessor with 475
aircraft, went into US bankruptcy protection after declaring debts
totalling US$6.3 billion which it says includes US$5.4 billion in
secured debt.

The regional aircraft lessor has now disclosed that it has written
down the value of its aircraft portfolio by 31% to US$4.8 billion
from US$7 billion.

It has also told the court that it has reached an agreement with
creditors to reduce its debt by US$4.3 billion.

The plan involves turning debt into equity as well as selling some
assets.  The plan also includes a US$537 million infusion of new
money into the company in the form of US$337 million equity rights
issue and a US$200 million revolving credit facility, it adds.

NAC earlier announced that the company's existing owners no longer
wish to invest in the company and have agreed to let creditors
exchange debt obligations for equity in the company.

The existing owners are: Swedish private equity firm EQT (39.94%),
the Singapore Government's investment arm GIC (34.05%) and Martin
Moller Nielsen's Axiom Partners 10.  Nielsen is NAC's founder.

New York investment funds Silver Point Capital and Sculptor Capital
Management have reportedly acquired much of NAC's secured debt --
from banks and other financial institutions -- and will gain
control of the company after it emerges from bankruptcy.

NAC says writing down the value of its aircraft portfolio causes
the loan-to-value ratio of NAC's aircraft to rise rapidly.  It also
says aircraft values are a key factor in calculating lease rates.

Lessors, including NAC, have been negotiating lease rates down in
an effort to keep aircraft on lease with airlines and other air
operators.

NAC also mentions in documents to the court that it is now trying
to remarket the 12 Bombardier CRJ1000 aircraft that it has on lease
to Garuda Indonesia "to effectuate a consensual termination of the
lease."  Garuda announced last year that it wanted to return the
aircraft to NAC before the lease expires.

While NAC is able to move ahead with its debt restructuring plan
because it appears to have reached a general consensus with its
creditors, it does mention one creditor that thinks otherwise.

NAC says German bank Norddeutsche Landesbank Girozentrale exercised
in August "its right to terminate the Forbearance Agreement with
respect to itself and exercised its share charge over the shares in
NAC Aviation 9 Limited, which owns five planes."

"Following the share enforcement, an Irish liquidator was
appointed, and NAC Aviation 9 Limited is in the process of being
liquidated," it adds.

UK-based aircraft remarketing company Airstream says in a statement
that the administrator -- Declan Taite and Anne O'Dwyer -- has
appointed it to find buyers for four of the aircraft from NAC
Aviation 9 Limited.

It says the four aircraft are De Havilland Aircraft of Canada Dash
8-400s -- with manufacturer's serial numbers 4234, 4239, 4245 and
4250 -- and all are stored at maintenance facilities in Bratislava,
Slovakia.

NAC had leased the aircraft to German regional carrier LGW
Luftfahrtgesellschaft Walter, which later went into voluntary
administration in April 2020 following the loss of its wet-lease
contract with Lufthansa's Eurowings.

The fifth aircraft under NAC Aviation 9 Limited is also a Dash
8-400 which is now reportedly on lease with Cobham Aviation
Services in Australia.

                  About Nordic Aviation Capital

Nordic Aviation Capital is the leading regional aircraft lessor
serving almost 70 airlines in approximately 45 countries. Its fleet
of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8,
Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family
aircraft.

On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation
17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital
A/S each filed petitions seeking relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va.). On Dec. 19, 2021, Nordic
Aviation Capital Designated Activity Company and 112 affiliated
companies also filed petitions seeking Chapter 11 relief. The lead
case is In re Nordic Aviation Capital Designated Activity Company
(Bankr. E.D. Va. Lead Case No. 21-33693).

Judge Kevin R. Huennekens oversees the cases.

The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as
bankruptcy counsels and the law firms of Clifford Chance, LLP,
William Fry, LLP and Gorrissen Federspiel as corporate counsels.
N.M. Rothschild & Sons Limited, Ernst & Young, LLP and
PricewaterhouseCoopers, LLP serve as the Debtors' financial
advisor, restructuring advisor and tax advisor, respectively. Epiq
Corporate Restructuring, LLC is the claims and noticing agent.



NORWICH ROMAN: Seeks to Hire Gellert as Special Counsel
-------------------------------------------------------
The Norwich Roman Catholic Diocesan Corporation seeks approval from
the U.S. Bankruptcy Court for the District of Connecticut to employ
Gellert Scali Busenkell & Brown, LLC as special counsel.

The firm will assist the diocese in connection with the bankruptcy
case filed by The Boy Scouts of America and Delaware BSA, LLC,
bearing case number 20-10343 in the U.S. Bankruptcy Court for the
District of Delaware.

The case was filed to address sexual abuse claims asserted against
The Boy Scouts of America, which claims potentially implicate its
partner organizations, including the diocese, that support and
facilitate its programs.

The hourly rates charged by Gellert attorneys and staff are as
follows:

     Partners and Counsel                $395 per hour
     Associates                          $275 per hour
     Paralegals and Legal Assistants     $105 to $230 per hour

The firm will also seek reimbursement for out-of-pocket expenses.

Charles Brown, Esq., a partner at Gellert, 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:

     Charles J. Brown, Esq.
     Gellert Scali Busenkell & Brown, LLC
     1201 N. Orange Street, Suite 300
     Wilmington, DE 19801
     Direct Dial: 302-425-5813
     Office: (302) 425-5800
     Fax: (302) 425-5814
     Email: cbrown@gsbblaw.com

                 About The Norwich Roman Catholic
                       Diocesan Corporation

The Norwich Roman Catholic Diocesan Corporation is a nonprofit
corporation that gives endowments to parishes, schools, and other
organizations in the Diocese of Norwich, a Latin Church
ecclesiastical territory or diocese of the Catholic Church in
Connecticut and a small part of New York.

The Norwich Roman Catholic Diocesan Corporation sought Chapter 11
protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021.
The Debtor estimated $10 million to $50 million in assets against
liabilities of more than $50 million. Judge James J. Tancredi
oversees the case.

The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert
Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut
counsel and special counsel, respectively.  Epiq Corporate
Restructuring, LLC is the claims and noticing agent.

On July 29, 2021, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 case.
The committee tapped Zeisler & Zeisler, PC as its legal counsel.


NOVABAY PHARMACEUTICALS: Adjourns Special Meeting to Jan. 31
------------------------------------------------------------
NovaBay Pharmaceuticals, Inc.'s Special Meeting of Stockholders
held on Dec. 17, 2021, as adjourned to and reconvened on Jan. 14,
2022, has been further adjourned until Jan. 31, 2022 at 11:00 a.m.
Pacific time in order to provide stockholders additional time to
vote on Proposal Two, which is a proposal to approve an amendment
to the NovaBay Amended and Restated Certificate of Incorporation to
effect an increase in authorized common stock from 100,000,000
shares to 150,000,000 shares.

Proposal Two has received significant support based on the shares
that were voted by stockholders; however, the favorable votes were
less than 50% of all outstanding shares of common stock, which is
the minimum threshold required to approve this proposal.
Accordingly, the Special Meeting of Stockholders was further
adjourned on Proposal Two and will reconvene virtually on Jan. 31,
2022 at 11:00 a.m. Pacific time at
http://www.virtualshareholdermeeting.com/NBY2021SM.During this
period of adjournment, the Company will continue to solicit
stockholder votes on Proposal Two.

The Board of Directors believes that increasing the authorized
common stock is in the best interests of NovaBay and its
stockholders.  Should Proposal Two not pass at the reconvened
meeting, NovaBay does not expect an immediate adverse impact to the
Company or its stockholders, and plans to include a similar
proposal in its proxy filing for its 2022 Annual Meeting of
Stockholders to be held later this year.  All other proposals voted
on during the Special Meeting of Stockholders were passed at the
December 17, 2021 meeting.

NovaBay encourages all stockholders as of the Oct. 25, 2021 record
date who have not yet voted their shares on Proposal Two or are
uncertain if their shares have been voted on Proposal Two to
contact their broker or bank to vote their shares.  The Board of
Directors and management request that these stockholders consider
and vote their proxies as soon as possible on Proposal Two, but no
later than January 30, 2022 at 11:59 p.m. Eastern time.
Stockholders who have previously submitted their proxy or otherwise
voted on Proposal Two at the Special Meeting of Stockholders and
who do not want to change their vote need not take any action.  For
questions relating to the voting of shares or to request additional
or misplaced proxy voting materials, please contact NovaBay's proxy
advisory group at 855-643-7304 (U.S. Toll Free).

As described in the Proxy Statement, stockholders may use one of
the following simple methods to vote their shares of common stock,
or to change their previously submitted vote, before Jan. 30, 2022
with respect to Proposal Two:

   * By Internet – www.proxyvote.com.  Stockholders may transmit
their voting instructions up until 11:59 p.m., Eastern time, the
day before the adjourned Special Meeting date, that is, Jan. 30,
2022.  Stockholders must have their proxy card in hand when they
access the website and follow the instructions to obtain their
records and to create an electronic voting instruction form.

   * By telephone – 800-690-6903.  Stockholders may vote using
any touch-tone telephone to transmit their voting instructions up
until 11:59 p.m., Eastern time, the day before the adjourned
Special Meeting date, that is, Jan. 30, 2022. Stockholders must
have their proxy card in hand when they call this number and then
follow the instructions.

   * By mail – Stockholders should mark, sign and date the proxy
card and return it in the postage-paid envelope provided to them.
Votes must be received by 11:59 p.m. Eastern time on Jan. 30, 2022
to be counted.  After this time, votes can only be cast during the
adjourned Special Meeting of Stockholders on Jan. 31, 2022 at 11:00
a.m. Pacific time at this link.

Votes must be received by 11:59 p.m. Eastern time on Jan. 30, 2022
to be counted.  After this time, votes can only be cast during the
adjourned Special Meeting on Jan. 31, 2022 at 11:00 a.m. Pacific
time at http://www.virtualshareholdermeeting.com/NBY2021SM.

                           About Novabay

Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- is a biopharmaceutical company
focusing on commercializing and developing its non-antibiotic
anti-infective products to address the unmet therapeutic needs of
the global, topical anti-infective market with its two distinct
product categories: the NEUTROX family of products and the
AGANOCIDE compounds.  The Neutrox family of products includes
AVENOVA for the eye care market, CELLERX for the aesthetic
dermatology market, and NEUTROPHASE for wound care market.

Novabay reported a net loss and comprehensive loss of $11.04
million for the year ended Dec. 31, 2020, a net loss and
comprehensive loss of $9.66 million for the year ended Dec. 31,
2019, and a net loss and comprehensive loss of $6.54 million. As
of Sept. 30, 2021, the Company had $12.24 million in total assets,
$2.88 million in total liabilities, and $9.36 million in total
stockholders' equity.


NRS PROPERTIES: Seeks to Hire Wadsworth as Bankruptcy Counsel
-------------------------------------------------------------
NRS Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Wadsworth Garber Warner
Conrardy, P.C. to serve as legal counsel in its Chapter 11 case.

The firm's services include:

     a. preparation of reports and legal papers required in the
Debtor's bankruptcy proceeding;

     b. representation of Debtor in any litigation which it
determines is in the best interest of the estate whether in state
or federal court; and

     c. performance of all necessary legal services for the
Debtor.

The hourly rates charged by the firm's attorneys and paralegals are
as follows:

     David V. Wadsworth   $450 per hour
     Aaron A. Garber      $450 per hour
     David J. Warner      $375 per hour
     Aaron J. Conrardy    $375 per hour
     Lindsay S. Riley     $300 per hour
     Anthony Camera       $200 per hour
     Paralegals           $125 per hour

Wadsworth will also seek reimbursement for out-of-pocket expenses
incurred.  The firm received a retainer in the amount of $30,000.

David Warner, Esq., a partner at Wadsworth, 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:

     David V. Wadsworth, Esq.
     David J. Warner, Esq.
     Wadsworth Garber Warner Conrardy, P.C.
     2580 West Main Street, Suite 200
     Littleton, CO 80120
     Tel: (303) 296-1999
     Fax: (303) 296-7600
     Email: dwadsworth@wgwc-law.com
            dwarner@wgwc-law.com

                        About NRS Properties

NRS Properties, LLC, a company based in Moffat, Colo., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo.
Case No. 22-10091) on Jan. 12, 2022, disclosing up to $50,000 in
assets and up to $10 million in liabilities.  Trenton N. Lund,
managing member, signed the petition.

Judge Thomas B. Mcnamara oversees the case.

Wadsworth Garber Warner Conrardy, P.C. is the Debtor's legal
counsel.


OCCIDENTAL PETROLEUM: Egan-Jones Keeps B+ Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Occidental Petroleum Corporation.

Occidental Petroleum Corporation is an American company engaged in
hydrocarbon exploration in the United States, the Middle East, and
Colombia as well as petrochemical manufacturing in the United
States, Canada, and Chile. It is organized in Delaware and
headquartered in Houston.



OCWEN FINANCIAL: S&P Affirms 'B-' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Ocwen
Financial Corp. and raised its issue rating on the company's
first-lien term loan to 'B' from 'B-'. The outlook remains stable.
S&P revised its recovery rating on the first-lien term loan to '2',
indicating its expectation of a substantial recovery (70%-90%) in a
simulated default scenario, from '3'.

The rating affirmation reflects Ocwen's growth in mortgage
servicing rights (MSRs), adequate liquidity, and sufficient cushion
to covenants, offset by high leverage and nominal market position.
The Ocwen brand has also suffered from significant regulatory
infractions under previous management teams and technology systems,
which S&P believes have improved over the past couple of years.

Ocwen's mortgage servicing assets grew to $2.2 billion as of Sept.
30, 2021, from $1.3 billion at the end of 2020, primarily from the
purchase of $806 million of MSRs for $72 billion of unpaid
principal balance (UPB). Ocwen's UPB grew to $248.3 billion as of
Sept. 30, 2021. In addition to ramping up MSR purchases, strong
growth in both forward and reverse loan origination supported the
increase in UPB.

S&P said, "Looking forward, we expect originations to fall
significantly as interest rates rise but to remain high by
historical standards. We expect competition in the industry to
remain high." Ocwen's partnership with Oaktree and recent
acquisition of Reverse Mortgage Solutions should also mitigate lost
earnings from lower servicing assets owned by New Residential.

The management team changed following the merger with PHH Mortgage
Corp. in October 2018, and no new material regulatory issues have
arisen since. S&P said, "Management has seen the company through
the PHH merger, transitioned to a new servicing platform, and
resumed asset purchases, which we believe are needed to grow scale.
While legacy infractions have been resolved, the mortgage servicing
industry faces significant regulatory oversight, and we will
continue to monitor new regulatory or legal issues closely."

S&P expects Ocwen's sources of liquidity to exceed its uses by
greater than 1.2x over the next 12 months from a combination of
balance sheet cash and EBITDA.

Principal liquidity sources:

-- Funds from operations of $50 million to $100 million

-- Unrestricted cash on the balance sheet of approximately $236
million as of Sept. 30, 2021

Principal liquidity uses:

-- Agency MSR financing facilities with $857 million outstanding
as of Sept. 30, 2021

-- $100 million to $200 million of new MSR investments

Debt maturities:

-- $400 million first-lien secured notes due in 2026

-- $285 million holdco notes due in 2027

-- Agency MSR financing facility due June 2022, $349.3 million
outstanding as of Sept. 2021

-- Ginnie Mae MSR financing facility due Dec. 2021. $118.1 million
outstanding as of Sept. 2021

-- Agency MSR financing facility-revolving loan, $277.1 million
outstanding as of Sept. 2021

-- Agency MSR financing facility-term loan due June 2023, $112.8
million outstanding as of Sept. 2021

S&P said, "The stable outlook reflects S&P Global Ratings' view
that Ocwen will maintain EBITDA interest coverage above 1.0x. We
expect Ocwen will continue to grow its servicing portfolio by
expanding its origination channel and subservicing relationships,
as well as through continued bulk MSR purchases. We also expect
Ocwen to maintain a cushion from its minimum tangible net worth
covenants.

"We could lower the rating in the next 12 months if the company's
interest coverage approaches 1x, or if debt to tangible equity
erodes significantly. We could also lower the rating if the company
approaches its debt covenants or if regulatory actions impede the
company's operations.

"An upgrade is unlikely in the next 12 months. In the longer term,
we could upgrade the company if it reduces leverage below 4.0x debt
to EBITDA while maintaining a stable or growing servicing portfolio
without material regulatory actions."



OFFICE DEPOT: Egan-Jones Hikes LC Senior Unsecured Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, upgraded the
local currency senior unsecured rating on debt issued by Office
Depot Inc. to B from CCC+.

Office Depot Inc. is an American office supply retailing company
headquartered in Boca Raton, Florida.



OXFORD FINANCE: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'BB' to Oxford Finance LLC (Oxford) and its wholly-owned,
debt-issuing subsidiary Oxford Finance Co-Issuer II Inc. The Rating
Outlook is Stable. Concurrently, Fitch has assigned an expected
rating of 'BB-' to the firm's proposed unsecured debt issuance.
Proceeds are expected to be used to repay existing unsecured debt
and for general corporate purposes.

KEY RATING DRIVERS

Oxford's ratings reflect its solid franchise in the health
care/life sciences sectors, its focus on senior lending, which has
led to strong asset quality performance historically, relatively
consistent operating performance through market cycles, adequate
liquidity profile and experienced management team.

Rating constraints include higher leverage as compared to business
development company (BDC) peers, a largely secured funding profile,
which reduces funding flexibility, and the potential liquidity and
leverage impact from meaningful draws on portfolio company revolver
commitments. Constraints also include a highly competitive
underwriting conditions in the middle market, within life sciences
and health care specifically, and a modest degree of key person
risk associated with J. Alden Philbrick, who founded Oxford in 1987
and has since served as President and CEO.

Oxford is a specialty finance lender with a $2.9 billion loan
portfolio as of Sept. 30, 2021, across life sciences loans,
leveraged cash flow lending, asset-based lending and real estate.
The company is focused on the senior part of the capital structure,
with a portfolio consisting largely of first lien loans, which
Fitch believes compares favorably to BDC and commercial lending
peers. At Sept. 30, 2021, Oxford had exposure to 122 borrowers
across 30 health care and life sciences subsectors. Oxford's top 10
borrowers represented 24.1% of the total portfolio at 3Q21, which
is modestly below the peer average and reduces the firm's exposure
to loss from any individual lending position.

Oxford's credit performance has been solid historically, with just
$80.8 million of cumulative net charge-offs, representing 0.99% of
$8.1 billion of originations since 2002. For the nine months-ended
Sept. 30, 2021, the net charge-off ratio was 0.48%, while
non-accruals were 0.93%, down from an average of 1.51% from 2017 to
2020, which is relatively in line with peers. The company's solid
asset quality also benefits from attractive health care industry
dynamics, such as significant financial investment, government
spending and favorable demographics.

Oxford's core earnings have been solid. Pre-tax ROAA was 3.3% in
the nine months ended Sept. 30, 2021, down from a four-year average
of 4.8% from 2017 to 2020 due to a reduction in interest rates and
elevated competition, which has pressured spreads. Still, relative
to BDCs, Fitch expects Oxford to have a more stable earnings
profile as Oxford is not required to mark its portfolio to fair
value on a quarterly basis and it has less exposure to equity
investments, which can contribute to more volatile gains and
losses.

Fitch believes core earnings could remain under pressure over the
medium term, given the competitive underwriting environment and the
potential for non-accruals to return to historical levels. Still,
these headwinds could be offset by a gradual up-tick in interest
rates and accelerating economic growth.

Oxford has a targeted leverage ratio, as measured by consolidated
gross debt divided by tangible equity, of 3.0x-3.5x. Tangible
equity is calculated as total equity less goodwill and intangible
assets. Leverage was 3.3x at Sept. 30, 2021, which is within the
targeted range, but up from 2.6x at YE20, due to an increase in
borrowings to fund portfolio growth.

Leverage is expected to remain relatively stable following the
proposed $400 million unsecured note issuance, as a portion of the
proceeds will be used to repay $300 million of unsecured debt.
Oxford's leverage is higher than rated BDCs but relatively
consistent with commercial lending peers and is within Fitch's
'bbb' category benchmark range of 0.75x-4.0x for finance and
leasing companies with an operating environment score of 'bbb'.

Oxford's funding profile is largely secured, but is relatively
diversified. At Sept. 30, 2021, the company had seven different
revolving lending facilities from over a dozen banks in addition to
four securitizations, an asset-backed notes agreement and $300
million of unsecured notes. Pro forma for the $400 million
unsecured issuance, unsecured debt is expected to represent 18% of
total debt, which is below BDCs and within Fitch's 'b and below'
funding, liquidity and coverage benchmark range of less than 20%
for finance and leasing companies with an operating environment
score of 'bbb'. Fitch does not expect a material change in the
company's funding mix over the Outlook horizon, which will continue
to constrain the ratings.

Fitch views Oxford's liquidity profile as sound. Given its revolver
commitments, Fitch expects Oxford to maintain adequate liquidity to
meet potential peak revolver draws during periods of market stress,
as was seen in 1H20, when revolver utilization peaked around 58%.
At Sept. 30, 2021, Oxford had $41.4 million of unrestricted cash on
its balance sheet in addition to $458 million of undrawn capacity
on its senior secured credit facilities, which is more than
sufficient to fund $238 million of portfolio company revolver
commitments.

While Oxford has generally paid out the majority of its earnings to
shareholders over time, the company may reduce distributions at any
time, which Fitch views favorably. Shareholders have also been
supportive of portfolio growth, injecting $210 million of capital
into Oxford through Sept. 30, 2021.

The Stable Outlook reflects Fitch's expectation that, over the
Outlook horizon, Oxford will retain underwriting discipline given
the competitive market conditions, demonstrate sound credit
performance, manage leverage within the targeted range and maintain
sufficient liquidity to fund potential draws on unfunded
commitments.

The expected senior unsecured debt rating is one notch below the
Long-Term IDR given the high balance sheet encumbrance and the
largely secured funding profile, which indicates weaker recovery
prospects under a stress scenario.

SUBSIDIARY RATINGS

The Long-Term IDR and the expected unsecured debt rating of Oxford
Finance Co-Issuer II Inc. are equalized with the parent as it is a
wholly owned finance subsidiary of Oxford.

RATING SENSITIVITIES

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

-- Increased portfolio diversification by sector and issuer, a
    sustained reduction in leverage below 3.0x, improved funding
    flexibility, as evidenced by unsecured debt approaching 30% of
    total debt, and strong and differentiated credit performance
    of recent vintages.

-- Any ratings upgrade would be contingent on the maintenance of
    consistent operating performance and a sufficient liquidity
    profile.

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

-- A sustained increase in leverage above the targeted range,
    material deterioration in asset quality, an inability to
    maintain sufficient liquidity to fund operating expenses and
    revolver draws, a change in the perceived risk profile of the
    portfolio, and/or damage to the firm's franchise which
    negatively impacts its access to deal flow and industry
    relationships.

-- Additionally, any change in the funding mix, such as a
    sustained decline in the proportion of unsecured funding,
    could lead to an adverse rating action.

The expected unsecured debt rating is expected to move in tandem
with the Long-Term IDR. However, a material increase in the
proportion of unsecured funding or the creation of a sufficient
unencumbered asset pool, which alters Fitch's view of the recovery
prospects for the debt class, could result in the unsecured debt
rating being equalized with the IDR.

SUBSIDIARY RATINGS

The Long-Term IDR and the expected unsecured debt rating of Oxford
Finance Co-Issuer II Inc. are linked to the parent and would be
expected to move in tandem.

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.

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.


OXFORD FINANCE: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba3'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Oxford Finance
LLC's proposed new $400 million senior unsecured notes due 2027.
Oxford will use the proceeds from the new notes to redeem its
existing Ba3-rated $300 million senior unsecured notes due 2022, as
well as a paydown of $92 million of outstanding senior secured
debt. This rating action does not affect Oxford's Ba2 corporate
family rating and its stable outlook.

Assignments:

Issuer: Oxford Finance LLC

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

RATINGS RATIONALE

Moody's said the Ba3 rating assigned to Oxford's proposed new
senior unsecured notes is consistent with the company's existing
senior unsecured rating. The Ba3 senior unsecured rating is one
notch below Oxford's Ba2 corporate family rating (CFR) and is based
on the Loss Given Default model-implied rating of Ba3. The one
notch differential with the CFR reflects the substantial amount of
secured debt incurred by Oxford that is given priority ranking in
the firm's capital structure relative to the unsecured notes.

The proposed transaction will result in a modest improvement in
Oxford's secured debt / gross tangible assets ratio because the
firm will be replacing roughly $92 million of outstanding secured
debt with the unsecured notes. However, Moody's expects the
reduction in secured debt to be temporary, and that borrowings from
its various secured funding facilities may vary moderately from
quarter to quarter. Moody's also said Oxford's proposed new
unsecured notes will mature in 2027, which addresses the upcoming
December 2022 maturity of the existing notes, a credit positive.

Moody's said Oxford's Ba2 CFR reflects the firm's strong
profitability and a track record of low credit losses. At the same
time, the ratings reflect credit challenges posed by the company's
high reliance on secured financing facilities, increasing (although
still modest) leverage, and the competitive landscape in life
sciences and healthcare services lending in which the company
operates, and key person risk with respect to the firm's CEO.

Moody's said that Oxford performed well through the second half of
2021, particularly compared to middle market lending peers with
higher exposures to pandemic-impacted sectors. Oxford's life
sciences and healthcare services borrowers have generally been able
to continue to execute business plans during the pandemic,
notwithstanding certain pressures on particular subsectors, such as
skilled nursing facilities, particularly during the first half of
2020. Moody's said the CFR also incorporates a slightly worsening
trend in the firm's leverage as measured by debt (including
non-recourse secured financing and securitization facilities) to
equity, which will be around 3.3x pro forma the transaction. While
this change presents an incremental risk to creditors, this factor
is offset by the firm's growing scale and a portfolio including a
higher proportion of cash flow and real estate loans compared to
the firm's traditional life sciences loans, as the firm has
continued to expand its product offerings in recent years.

The stable outlook reflects Moody's expectation that Oxford will
maintain stable profitability, leverage and asset quality in the
next 12-18 months.

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

The ratings could be upgraded if the company diversifies its
funding sources whereby secured debt to gross tangible assets falls
meaningfully below 35%, while maintaining profitability, capital
level and asset quality strength.

The ratings could be downgraded if the company's performance
suffers, or its leverage as measured by the company's debt
(including non-recourse secured financing and securitization
facilities) to equity ratio increases and remains above 3.5x.
Negative ratings pressure could also emerge for the unsecured notes
if the firm's funding mix were to shift significantly toward
secured debt.

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


OXFORD FINANCE: S&P Rates $400MM Senior Unsecured Notes 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' debt rating to Oxford Finance
LLC's proposed issuance of $400 million of senior unsecured notes.
S&P expects Oxford will use the proceeds to repay its existing
6.375% $300 million senior unsecured debt due 2022 and for general
and corporate purposes, including a temporary $92 million reduction
in its senior secured debt held at Oxford's funding vehicles. S&P's
rating on Oxford Finance's senior unsecured notes is two notches
below the issuer credit rating on the company because its balance
sheet is highly encumbered, with little unpledged assets available
to repay debt in the event of a default.

As of Sept. 30, 2021, the company had a $2.9 billion loan portfolio
across 122 companies with a weighted average annualized yield of
9.8%. Performance remains strong with only $12.6 million in net
charge-offs for 2021. S&P said, "After the transaction, we expect
leverage (as measured by debt-to-adjusted equity) to be
approximately 3.3x. Over the long term, we believe leverage will
trend to, and remain at, approximately 3.5x, in line with our
previous expectation. Our long-term issuer credit rating on Oxford
remains 'BB-', and the outlook is stable."



PDG PRESTIGE: Feb. 23 Plan Confirmation Hearing Set
---------------------------------------------------
On January 17, 2022, debtor PDG Prestige, Inc., filed with the U.S.
Bankruptcy Court for the Western District of Texas a First Amended
Disclosure Statement in Support of the First Amended Plan of
Reorganization.

On January 20, 2022, Judge H. Christopher Mott approved the
Disclosure Statement and ordered that:

     * Feb. 4, 2022, is fixed as the last day for the Debtor to
file and serve to all creditors any supplements to and/or proposed
agreements to be approved in connection with the Plan.

     * Feb. 18, 2022 is fixed as the last day for filing written
acceptances or rejections of the Debtor’s proposed Plan.

     * Feb. 18, 2022 is fixed as the last day for filing and
serving written objections to confirmation of the Plan.

     * Feb. 21, 2022 is the deadline for the Debtor to file (1) a
ballot summary in accordance with Local Rule 3018(b), (2) a legal
memorandum addressing any unresolved objections to confirmation,
and (3) under a notice coversheet a proposed order confirming the
Plan.

     * Feb. 23, 2022, is the evidentiary hearing on confirmation of
the Plan (the "Confirmation Hearing " as shown in the Plan and
Disclosure Statement).

A full-text copy of the order dated Jan. 20, 2022, is available at
https://bit.ly/3qXnDwP from PacerMonitor.com at no charge.

Attorneys for the Debtor:

     Jeff Carruth, Esq.
     Weycer Kaplan Pulaski & Zuber, P.C.
     3030 Matlock Rd., Suite 201
     Arlington, TX 76015
     Telephone: (713) 341-1058
     Facsimile: (866) 666-5322
     Email: jcarruth@wkpz.com

                        About PDG Prestige

PDG Prestige, Inc., a real estate developer in El Paso, Texas,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Tex. Case No. 21-30107) on Feb. 15, 2021.  Michael Dixson,
president, signed the petition.

At the time of the filing, the Debtor estimated assets of between
$1 million and $10 million and liabilities of the same range.

Weycer Kaplan Pulaski & Zuber, P.C., is the Debtor's legal counsel.


PENN NATIONAL: Egan-Jones Keeps CCC Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 16, 2021, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by Penn National Gaming Inc. EJR also maintained its
'C' rating on commercial paper issued by the Company.

Penn National Gaming, Inc. is an operator of casinos and racetracks
based in Wyomissing, Pennsylvania.



PHI GROUP: To Acquire 70% Ownership of FGTS for US$100 Million
--------------------------------------------------------------
PHI Group, Inc. entered into an Agreement of Purchase and Sale with
Five Grain Treasure Spirits Co., Ltd., a company organized and
existing by virtue of the laws of People's Republic of China, with
principal business address at Jigu Road Economic Zone, Shulan City,
Jilin Province, China, and the holders of majority equity ownership
in FGTS to acquire 70% of ownership in FGTS for the total purchase
price of US$100 million, to be paid according to the following
schedule:

(i) A two percent earnest deposit of the Total Purchase Price
shall be paid upon the signing of the Agreement;

(ii) US$32,666,666 shall be paid on March 18, 2022;

(ii) US$32,666,666) shall be paid on June 18, 2022; and

(ii) US$32,666,666) shall be paid on September 18, 2022.

The Closing of this transaction is scheduled for Sept. 18, 2022 or
sooner when the total purchase price is paid in full.

                          About PHI Group

Headquartered in Irvine, California, PHI Group, Inc.
(www.phiglobal.com) primarily focuses on advancing PHILUX Global
Funds, a group of Luxembourg bank funds organized as "Reserved
Alternative Investment Fund", and building the Asia Diamond
Exchange in Vietnam.  The Company also engages in mergers and
acquisitions and invests in select industries and special
situations that may substantially enhance shareholder value.  

PHI Group reported a net loss of $7 million for the year ended June
30, 2021, compared to a net loss of $1.32 million for the year
ended June 30, 2020.  As of Sept. 30, 2021, the Company had $3.56
million in total assets, $6.08 million in total liabilities, and a
total stockholders' deficit of $2.51 million.


PIPELINE FOODS: March 1 Plan Confirmation Hearing Set
-----------------------------------------------------
Pipeline Foods, LLC, et al., and the Official Committee of
Unsecured Creditors filed a motion for entry of an order approving
the Disclosure Statement for the Debtors' and Creditors'
Committee's Joint Plan of Liquidation.

On Jan. 20, 2022, Judge Karen B. Owens granted the motion and
ordered that:

     * The Disclosure Statement contains adequate information as
required by section 1125 of the Bankruptcy Code, and is approved.

     * Feb. 22, 2022 at 5:00 p.m. is the deadline by which all
Ballots must be properly executed, completed, and actually received
by the Balloting Agent.

     * Feb. 24, 2022 at 4:00 p.m., is the deadline for the
Balloting Agent to file a voting report, verifying the results of
its voting tabulations reflecting the votes cast to accept or
reject the Plan.

     * March 1, 2022 at 10:00 a.m. is the Confirmation Hearing.

     * Feb. 22, 2022 at 4:00 p.m. is the deadline to file
objections to confirmation of the Plan.

     * Feb. 24, 2022 at 4:00 p.m. is the deadline for the Debtors,
the Creditors’ Committee or any other party supporting
confirmation of the Plan, to file responses to any Plan Objection.

A full-text copy of the order dated Jan. 20, 2022, is available at
https://bit.ly/3s6orPB from Stretto, claims agent.

Counsel for the Debtors:

     Monique B. DiSabatino, Esq.
     Mark Minuti, Esq.
     Matthew P. Milana
     Saul Ewing Arnstein & Lehr LLP
     1201 N. Market Street, Suite 2300
     Wilmington, DE 19801
     Telephone: (302) 421-6800
     Email: monique.disabatino@saul.com
            mark.minuti@saul.com

               - and -

     Michael L. Gesas
     Barry A. Chatz
     David A. Golin
     Andrew J. Rudolph
     161 North Clark St., Suite 4200
     Chicago, Illinois 60601
     Telephone: (312) 876-7100
     E-mail: michael.gesas@saul.com
             barry.chatz@saul.com
             david.golin@saul.com
             andrew.rudolph@saul.com

                     About Pipeline Foods

Pipeline Foods, LLC -- https://www.pipelinefoods.com/ -- is the
first U.S.-based supply chain solutions company focused exclusively
on non-GMO, organic, and regenerative food and feed. It is based in
Fridley, Minn.

Pipeline Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11002) on July 8, 2021. The
affiliates are Pipeline Holdings, LLC, Pipeline Foods Real Estate
Holding Company, LLC, Pipeline Foods, ULC, Pipeline Foods Southern
Cone S.R.L., and Pipeline Foods II, LLC. In the petition signed by
CRO Winston Mar, Pipeline Foods disclosed between $100 million and
$500 million in both assets and liabilities.

Judge Karen B. Owens oversees the cases.

The Debtors tapped Saul Ewing Arnstein & Lehr, LLP as legal
counsel; Ocean Park Securities, LLC as investment banker; Baker
Tilly US, LLP and Baker Tilly Windsor, LLP as tax consultants; and
The Finley Group, Inc. as financial advisor.  Matthew Smith,
managing director at Finley Group, serves as chief restructuring
officer.  Stretto is the claims, noticing and administrative
agent.

Bryan Cave Leighton Paisner, LLP serves as legal counsel to the
Board of Directors.

On July 22, 2021, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee tapped
Barnes & Thornburg, LLP as its legal counsel and Dundon Advisers,
LLC as its financial advisor.

Bryan Cave Leighton Paisner LLP serves as special counsel to the
board of managers of Pipeline Holdings, LLC, one of the affiliated
debtors.


PLATINUM CORRAL: Court Denies Plan Confirmation, Wants Revisions
----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
North Carolina, New Bern Division, entered an order dated December
22, 2021:

     -- denying confirmation of Platinum Corral, LLC's proposed
Chapter 11 Plan of Reorganization filed September 16, 2021, as
amended as of December 10, 2021; and

     -- sustaining in part and denying in part the relevant
Objection to Claims Number 35 and 36 filed October 18, 2021, by the
Official Committee of Unsecured Creditors.

The bankruptcy court held evidentiary hearings on these and related
matters on November 10 and December 13, 2021.

Bankruptcy Judge Joseph N. Callaway has issued a memorandum opinion
explaining the December 22 order to address these issues:

     (A) Objections to Claims

The Committee alleges the promissory notes attached to Claims 35
and 36 filed by L. William Sewell, III, are an attempt to
circumvent the priority scheme of the Bankruptcy Code by
memorializing and classifying prior capital contributions made by
owners as unsecured debt. The Committee contends the alleged
improper classifications allow Mr. Sewell, as an insider and
control person, to convert worthless capital to debt with some
value, and thereby corral all of the new equity in the reorganized
Debtor. Mr. Sewell conversely contends that at all times he and the
Debtor intended for the cash advances to be treated as loans rather
than capital contributions. He further asserts that because a
dividend will be paid to the Class 11 non-insider unsecured
creditors, and his unsecured claim would dominate the class, by
voluntarily surrendering that claim and forgoing a return, he is
providing more than adequate "money's worth" to them and the
Debtor, particularly when coupled with the $100,000 capital
contribution from the Amended Plan.

Judge Callaway, after hearing testimony and reviewing evidence,
found that both Note 1 and Note 2 are labeled "Promissory Notes,"
which are instruments of indebtedness, and were drafted by an
attorney at the request of the Debtor. While a label is not
dispositive, it sheds light on the intent of the parties and is
evidence that Mr. Sewell believed he was loaning money to the
Debtor, the judge pointed out.  Neither note has a fixed maturity
date or schedule for regular payments. Interest accrues on both at
6% per annum, and both are payable on demand. Payments were made on
the notes at various times and recorded in the Debtor's financial
ledgers. While the lack of a fixed maturity date and fixed payment
schedule weigh in favor of capital, the annual interest and demand
payment weighs in favor of debt. These factors offset each other in
the present instance, the Court said.

While some factors may weigh in favor of characterizing Note 1 as
equity, after fully considering the Dornier factors and the
circumstances of the loans, Judge Callaway said Note 1 is more
properly characterized as Debt in the amount of $13,767,050.
Outside of the Committee's rather conclusory allegations, virtually
nothing indicates Note 1 would not be legally enforceable as a
matter of law in a state court collection action, the Court said.
After considering the totality of the circumstances and weighing
the factors as applied to the unique facts of this case, Note 1 is
properly characterized as debt. To rule otherwise here would result
in virtually no insider advances ever being loans instead of
capital, the Court pointed out.

Unlike Note 1, given the circumstances of and intent surrounding
its origination, Note 2 must be recharacterized as a capital
contribution, Judge Callaway held.  The purpose of the $900,000
loan evidenced by Note 2 was to enable the Debtor to obtain a loan
from PPB. The funds advanced under Note 2, unlike Note 1, were not
used to operate the Debtor. Instead, they were consumed in
satisfying previous loans to third parties to provide clean first
liens for PPB. The use of funds to pay off a loan secured by the
Debtor's assets is a capital contribution, the judge noted.

The Court thus established that Mr. Sewell holds a valid unsecured
claim in the reduced amount of approximately $13.7 million.

     (B) Division of Unsecured Claims into Separate Classes

The Plan proposes to pay an estimated 15% to 20% dividend on debt
to Class 11, but gives no return for Class 12 debt and instead
trades it for new equity in the reorganized debtor.

Under 11 U.S.C. Section 1122(a), claims "substantially similar to
the other claims or interest" in that class "may" be placed and
treated together in a chapter 11 plan of reorganization.

From the evidence presented by the Debtor, Judge Callaway held that
manipulation of class voting is not the primary purpose behind the
split of the Sewell Claims from other general unsecured claims.
Class 11 consists of trade and contract breach debt incurred in the
ordinary operations of the Debtor's business in late 2019 or early
2020 as a result of operations or postpetition rejection of leases;
payment of trade debt or lease payments as they came due in a
prompt fashion was expected by these creditors. They are not in the
business of running restaurants in general, much less in the
heightened risk of the pandemic era. The surviving Class 12 debt
from Note 1, on the other hand, is a form of owner financiering and
long-term insider debt years in the making. Periodic payments were
made on it only when the trade and lease debts were paid first. The
Committee recognizes this distinction in its Claim Objection
seeking full Class 12 recharacterization into equity. In addition,
the Note 1 payoff exceeds the remaining expected Class 11 total by
a factor of at least two. If submitted within Class 11, the Note 1
Sewell Claim would receive about two dollars for every one received
by the other projected allowed unsecured creditors. Under the Plan,
a projected $1.2 million return to non-insider Class 11 claimants
would shrink to a mere $400,000.

Further, under the Plan as amended and proposed, Class 11 trade and
lease claimants ultimately are not eligible to trade debt for an
equity interest in the reorganized debtor. The franchisor, Golden
Corral, Inc., holds a veto over who may be a member of a franchisee
company, and at the hearings on this matter made it clear that
general creditors would not be approved as new limited liability
company members. Further, there is no indication that any
non-insider claimant has any interest in becoming an equity holder,
particularly because further cash advance infusions will likely be
required to keep the Debtor afloat in a post-confirmation
environment or to pay projected administrative claims in Class 1 to
trigger an effective date and emergence from chapter 11 for the
Debtor. Finally, the Class 12 claimant is not concerned or
motivated by a return in dollars to unsecured claims but instead
with the protection of new equity. Whether he should be provided
with that opportunity is not a question of class division, but what
return to Class 11 is necessary to get there under applicable
provision of the Bankruptcy Code.

Determination of class division for proper purposes is within the
broad discretion and inherent purview of a bankruptcy court
considering a plan of reorganization. Here, the court finds ample
business plan reasons to divide non-insider trade debt and insider
note debt. Further, the unsecured claim division is made in good
faith, at least as to Note 1. However, approval of a separate class
for insider and control person debt as a general concept does not
equate to and determine confirmation of the Plan and Amended Plan.
It merely takes confirmation into the next set of resultant
issues.

     (C) Absolute Priority Rule

Class 11, which consists of general unsecured claims and is
represented by the Committee, overwhelmingly voted to reject the
Plan (carrying over to the Amended Plan), thereby blocking
confirmation on a consent basis under section 1129(a).

Relying on its interpretation of In Re Sea Trail Corp., No.
11-07370-8-SWH, 2012 WL 5247175, at *8 (Bankr. E.D.N.C. Oct. 23,
2012), the Debtor argued that because Mr. Sewell's claims are equal
and not junior to Class 11 claims, the absolute priority rule is
not triggered. However, according to Judge Callaway, the Plan
currently retains Note 2, which has been re-characterized as
equity, in Class 12. Consequently, the attempted Sea Trail
distinction no longer fits because the $900,000 re-characterized
equity interest of Note 2 taints the fully unsecured debt status of
Class 12.

Even if a subsequent proposed plan removes Note 2 from Class 12,
the fact remains that Mr. Sewell, as the sole control person of the
Debtor, can dictate whatever plan the Debtor files next. As a
result, any replacement plan is subject to careful scrutiny once
again as to the actual respective value to Class 11 and surviving
Class 12 entailed from disparate treatment. "Because 'no one else
could propose an alternative' plan, 'the Debtor's partners
necessarily enjoyed an exclusive opportunity that was in no
economic sense distinguishable from the advantage of the
exclusively entitled offeror or option holder.'"

Judge Callaway said the Plan, and presumably the next one to be
filed by the Debtor, calls for Mr. Sewell to trade Note 1 for the
new equity interest. However, issuance or retention of an equity
interest in an enterprise is a receipt of property. This projected
interest to be issued at confirmation is no different from a stock
option for a 100% ownership in a company -- which based on the
projections submitted at the hearings is a potentially valuable
property right (forecast at $2.8 million) if the Debtor returns to
pre-pandemic profitability levels over the next five years.

The Plan does not offer any other creditor the chance to exchange
debt for equity in a reorganized debtor. If a plan results in a
likely superior return on insider debt, while Class 11 continues to
vote against its treatment, and Class 12 appears reasonably
destined for a materially higher return on debt, those creditors
must be afforded that opportunity, or receive other just
compensation. Under the unique facts of this case as a franchised
restaurant operation, perhaps no plan can allow unsecured creditors
to trade debt for equity given the franchisor's stated avow to
oppose, but participation in future profits in chapter 11 plans are
not limited to shareholders. Other proposals can be made. Further,
the right to receive the new equity in the reorganized debtor may,
or may not, be more valuable than the promise to pay unsecured
creditors a percentage return on debt over five years, but given
the overwhelming vote against the Plan, the current proposal at
just over 4% a year for five years does not appear to appease that
analysis.

The Debtor and Mr. Sewell have presented no evidence to show that
the value of the new Sewell equity interest does not exceed the
Class 11 return or provide acceptable alternative treatment. Based
on the record currently before the court, the absolute priority
rule is in effect, and its requirements are not met in the Plan and
Amended Plan.

     (D) New Value Exception

The Debtor argues that if the Plan does trigger the absolute
priority rule, the Amended Plan satisfies it by providing for a
$100,00 cash contribution by Mr. Sewell directly into the
reorganized Debtor upon plan confirmation, such payment being in
addition to the marked satisfaction of the Sewell Claims in Class
12. The Committee responds that the stated contribution is
insufficient in amount; does not begin to meet the postpetition
additional capital needs of the Debtor; and is outside of
consideration as absolute priority rule satisfaction since the
contribution does not affect or increase the return to Class 11
claims.

To support its argument that the debt surrender and cash infusion
constitute sufficient new value to make the proposed treatment of
the general unsecured class "fair and equitable" under the
circumstances, the Debtor places great reliance on the statement of
its financial expert, Mr. Brett Bishov. At his deposition for
trial, when asked about the value of the equity in the reorganized
debtor, Mr. Bishov stated, "You would have to pay me to take it.
Less than zero. Zero or less than zero. There is no value in the
equity." The Debtor says that since $100,000 is more than zero, the
new value exception is satisfied.

"It is of course true that the cash contribution is more than
nothing; however, Mr. Bishov's statement does not establish that
the Debtor has no value as a going concern," Judge Callaway said.
This statement alone does not begin to carry the Debtor's burden
in proving that assertion. "[U]nder a plan granting an exclusive
right, making no provision for competing bids or competing plans, a
determination that the price was top dollar would necessarily be
made by a judge in bankruptcy court, whereas the best way to
determine value is exposure to a market." Without the equity in the
reorganized debtor being offered for purchase to potential buyers,
any decision on this point without more evidence would be one made
in a vacuum.

LaSalle holds that a "debtor's prebankruptcy equity holders may
not, over the objection of creditors, contribute new capital and
receive ownership in the debtor's reorganized entity unless the
reorganized entity has been subjected to some sort of market
valuation." "[A] market test would require an opportunity to offer
competing plans or would be satisfied by a right to bid for the
same interest sought by old equity[.]" Furthermore, "[c]ompetition
is essential whenever a plan of reorganization leaves an objecting
creditor unpaid yet distributes an equity interest to an insider."

Competition between Mr. Sewell and a hypothetical potential buyer
could increase the price paid for new equity in the reorganized
debtor, thereby providing a larger return to the class of general
unsecured creditors. A lack of competing bids would demonstrate
that the subordination of Mr. Sewell's claims and the $100,000 cash
infusion is reasonably equivalent to the value or interest received
or retained.

On the other hand, the market test can be waived, although
generally this occurs after the plan exclusivity period has
expired, and any party in interest could propose a competing plan
but has not.  Similarly, if no other party is eligible to own the
business, or if all eligible buyers decline to bid after given an
opportunity, the requirement could be deemed met. Thus, evidence of
futility could avoid the need for an extensive and concerted
marketing effort. However, in that event, further evidence of the
actual value to be received by Class 12 in retaining all equity
must be presented, along with a comparison of the relative return
to Class 11. Other than an unsworn proffer made by the attorney for
the franchisor, Golden Corral, to the effect it would veto
replacement of Mr. Sewell as the owner (a position subject to
possible challenge), the Debtor has presented no evidence of
futility or absence of qualified bidders.

Mr. Sewell may be the best, or ultimately even the only, candidate
available to guide a reorganized debtor into a successful and
prosperous future. "Old equity may be in the best position to make
a go of the reorganized enterprise and so may be the party most
likely to work out an equity-for-value reorganization." However,
the Debtor has not presented enough evidence to support this
supposition, nor has it produced any evidence of the value of the
business as a going concern, how to measure the value of the
surrendered Note 1 debt, or whether eligible third parties exist
who might be interested in purchasing the business. Given this
dearth of information, the Plan and Amended Plan cannot be
approved.

According to Judge Callaway, the Debtor's evidence projects an
accumulation of $2.8 million in retained earnings in the company
over the first five years following plan confirmation. Only Mr.
Sewell would benefit if this projection is accurate, plus only he
would benefit on the upside if the projection is exceeded. Under
the Plan and Amended Plan, Class 11 unsecured creditors would
receive no additional recovery in the event of a windfall for Class
12 resulting from better than expected earnings, or a greater
return in the event of a highly profitable future sale. Taking
these crystal ball projections into account, the court finds that
the plan violates Section 1123(a)(4) by paying what amounts to a
small return on debt (less than 4% a year for five years under
current projections) without any upside from profits or a future
going concern sale of the business after improved performance. The
court concludes that under the Plan as presently formulated, Mr.
Sewell is receiving superior treatment under the Plan and Amended
Plan, not equal or inferior treatment as required by Section
1123(a)(4).

Judge Callaway said the court cannot speculate what would be an
appropriate return to or formula for Class 11 to enable cramdown
under Section 1129(b). It is mindful of the caution against
imposing a plan process based on pure "mathematical calculations."
Algebraic formulas can be manipulated. Instead, the contribution to
the affected class must be real and substantial, but not so high
and unrealistic as to leave a plan infeasible or the converting
equity class with no incentive. Further, what may be acceptable in
a standard one common unsecured class might not be fair where all
of the upside is destined for one creditor without adequate
compensation to the remaining class members.

"The problems expressed require a reassessment by the Debtor and
the Committee of what is fair and equitable under the
circumstances. No business will survive, and no return to creditors
will be paid, if the present approach of the parties prevails. The
Debtor likely cannot survive another round of extraordinarily
expensive administrative costs. Time is of the essence, and the
Debtor is directed to file a second and comprehensive amended plan
. . .," Judge Callaway held.

A full-text copy of the decision is available at
https://tinyurl.com/5n7mj5d6 from Leagle.com.

                       About Platinum Corral

Platinum Corral, LLC, is a multi-unit franchise operator of Golden
Corral Buffet-Grill restaurants in North Carolina and Virginia.  It
is based in Jacksonville, N.C.

Platinum Corral filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 21-00833) on April 9, 2021.  In the petition
signed by Louis William Sewell, III, president and chief executive
officer, the Debtor disclosed $11,254,441 in assets and $49,389,647
in liabilities.

Judge Joseph N. Callaway oversees the case.

The Debtor tapped Smith Anderson as legal counsel, Williams
Scarborough Gray LLP as accountant, and Capital Insight LLC as
financial, real estate and restructuring advisor.

On May 3, 2021, the official committee of unsecured creditors was
appointed in the Debtor's Chapter 11 case.  Brinkman Law Group, PC,
Waldrep Wall Babcock & Bailey, PLLC and Dundon Advisers, LLC serve
as the committee's lead bankruptcy counsel, local counsel and
financial advisor, respectively.


PLATINUM GROUP: To Purchase and Cancel US$20M Convertible Notes
---------------------------------------------------------------
Platinum Group Metals Ltd. has entered into privately negotiated
agreements with the beneficial owners of US$20 million of the
Company's 6 7/8% Convertible Senior Subordinated Notes due July 1,
2022 under which the Company will purchase and cancel the Notes.
The Notes were originally sold to institutional investors on June
30, 2017.  

On the purchase of the Notes, the Company will issue to the
holders, on a private placement basis, an aggregate of 11,793,509
Common Shares of the Company in consideration for the principal
outstanding balance of the Notes, being a price of approximately US
$1.695 per share and the Company will pay accrued and unpaid
interest on the Notes in cash.  US$12.0 million of the Notes will
be purchased from an affiliate of Kopernik Global Investors, LLC.
and US $8.0 million of the Notes will be purchased from affiliates
of Franklin Templeton Investments.  After giving effect to the
purchase and cancellation of the Notes, as of July 20, 2022, the
Company's debt would be reduced to US $3.0 million.

Franklin is a "related party" of the Company (as defined by
Multilateral Instrument 61-101 - Protection of Minority
Securityholders in Special Transactions ("MI 61-101")) and the
Company is relying on the exemptions from both the formal valuation
requirement and the minority shareholder approval requirement under
sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, on the
basis that neither the fair market value of the subject matter of,
nor the fair market value of the consideration for, the
transaction, insofar as it involves Franklin, exceeds 25 per cent
of the Company's market capitalization calculated in accordance
with MI 61-101.  The Company did not file a material change report
more than 21 days before the expected closing date of the above
transactions as it has negotiated the above transactions on an
expedited basis.

Closing of the above transactions will be subject to customary
closing conditions, including Toronto Stock Exchange ("TSX") and
NYSE American approvals and compliance with the terms of the Note
indenture.  The Common Shares issuable upon the purchase of the
Notes have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act, and in Canada will be subject to a four month restricted
period from the issue date of the Common Shares.  The Company may
rely on the exemption for "Eligible Interlisted Issuers" under
Section 602.1 of the TSX Company Manual in connection with the
listing of the common shares on the TSX.

                     About Platinum Group Metals

Headquartered in British Columbia, Canada, Platinum Group Metals
Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and
palladium focused exploration, development and operating company
conducting work primarily on mineral properties it has staked or
acquired by way of option agreements or applications in the
Republic of South Africa and in Canada.

Platinum Group reported a loss of $13.06 million for the year ended
Aug. 31, 2021, a loss of $7.13 million for the year ended Aug. 31,
2020, and a loss of $16.78 million for the year ended Aug. 31,
2019.  As of Nov. 30, 2021, the Company had US$50.99 million in
total assets, US$25.47 million in total liabilities, and US$25.52
million in total shareholders' equity.


POLK AZ: Feb. 15 Disclosure Statement Hearing Set
-------------------------------------------------
Judge Eddward P. Ballinger Jr. has entered an order within which
Feb. 15, 2022, at 11:00 a.m., is the hearing to consider the
approval of the Disclosure Statement filed by Debtor Polk AZ LLC,
an Arizona limited liability company.

In addition, Feb. 8, 2022, is fixed as the last day for filing and
serving written objections to the Disclosure Statement.

A copy of the order dated Jan. 18, 2022, is available at
https://bit.ly/358cLnk from PacerMonitor.com at no charge.

Attorneys for Debtor:

     ENGELMAN BERGER, P.C.
     Steven N. Berger
     2800 North Central Avenue, Suite 1200
     Phoenix, Arizona 85004

                         About Polk AZ

Phoenix, Ariz.-based Polk AZ, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-07693) on
Oct. 13, 2021, listing as much as $10 million in both assets and
liabilities.  Judge Eddward P. Ballinger, Jr. oversees the case.

Engelman Berger, PC, serves as the Debtor's legal counsel.
Haymarket Insurance Company, as lender, is represented by Patrick
F. Keery, Esq., at Kerry McCue.


QHC FACILITIES: Taps Gibbins as Restructuring Advisor
-----------------------------------------------------
QHC Facilities, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Iowa to employ
Gibbins Advisors, LLC to serve as restructuring advisor in
connection with their Chapter 11 cases.

The firm's services include:

   a. analyzing the business, operations, and financial condition
of the Debtors;

   b. assisting the Debtors in managing short-term liquidity,
including the preparation of a 13-week cash flow forecast and
monitoring short term liquidity;

   c. assisting the Debtors in preparing financial projections;

   d. evaluating strategic alternatives;

   e. assisting the Debtors in the preparation of data in order to
prepare pleadings and fiduciary filings in their cases;

   f. providing testimony on matters within Gibbins' expertise;
and

   g. assisting the Debtors and their legal counsel in negotiations
with various parties in interest.

The hourly rates charged by the firm for its services are as
follows:

     Principals                 $595 to $725 per hour
     Associates                 $325 to $395 per hour

The firm will also seek reimbursement for out-of-pocket expenses.

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

The firm can be reached at:

     Ronald Winters
     Gibbins Advisors, LLC
     1900 Church Street
     Nashville, TN 37203
     Tel: (615) 696-6556

              About QHC Facilities, LLC

Clive, Iowa-based QHC Facilities, LLC operates eight skilled
nursing facilities. The facilities include Crestview Acres in
Marion as well as in Tama, Madison, Humboldt, Jackson, Webster and
Polk counties and two assisted living centers. Collectively, the
facilities have a maximum capacity of more than 700 residents. The
company employs roughly 300 full-time and part-time workers.

QHC Facilities and its affiliates filed petitions for Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 21-01643) on Dec. 29,
2021. The affiliates are QHC Management LLC, QHC Mitchellville LLC,
QHC Crestridge LLC, QHC Humboldt North LLC, QHC Winterset North
LLC, QHC Madison Square LLC, QHC Humboldt South LLC, QHC Villa
Cottages LLC, QHC Fort Dodge Villa LLC, and QHC Crestview Acres
Inc.

QHC Facilities reported $1 million in assets and $26.3 million in
liabilities as of the bankruptcy filing.

Judge Anita L. Shodeen oversees the cases.

Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at
Bradshaw Fowler Proctor & Fairgrave, PC are the Debtors' bankruptcy
attorneys.  Gibbins Advisors, LLC serves as the Debtors'
restructuring advisor.


QUALITY MACHINE: Gets OK to Hire John A. Knutson & Co as Accountant
-------------------------------------------------------------------
Quality Machine of Iowa, Inc. received approval from the U.S.
Bankruptcy Court for the District of Minnesota to employ John A.
Knutson & Co., PLLP as its accountant.

The Debtor requires the assistance of an accountant to prepare
federal, Iowa and Minnesota Corporation income tax returns.

The firm will be paid $5,750 for all applicable tax returns for the
year ended March 31, 2021.

Andrew Knutson, a partner at John A. Knutson & Co., 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:

     Andrew F. Knutson
     John A. Knutson & Co., PLLP
     1781 Prior Avenue North
     Falcon Heights, MN 55113
     Tel: (651) 641-1099
     Fax: (651) 647-1099

                   About Quality Machine of Iowa

Quality Machine of Iowa, Inc. is engaged in precision production
machining of metal parts. The company has two locations:
Minneapolis, Minn., and Audubon, Iowa.

Quality Machine of Iowa sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 21-42169) on Dec. 3,
2021. In the petition signed by Timothy Greene, owner and chief
executive officer, the Debtor disclosed $8,368,270 in assets and
$10,343,162 in liabilities.

Judge William J. Fisher oversees the case.

Cameron A. Lallier, Esq., at Foley and Mansfield, PLLP serves as
the Debtor's legal counsel.  The Debtor also tapped Platinum
Management, LLC as its financial consultant and restructuring
advisor and John A. Knutson & Co., PLLP as its accountant.

The U.S. Trustee for Region 12 appointed an official committee of
unsecured creditors in the Debtor's case on Dec. 21, 2021.


S & N PROPERTY: Unsecureds Claims to Get 100% in Plan
-----------------------------------------------------
S & N Property, L.L.C., submitted a Second Amended Disclosure
Statement explaining its Chapter 11 Plan.

Holders of Priority Tax and Administrative Expense Claims shall
receive payment for the full amount of their Claims from Cash
maintained within the DIP Account, and the balance of the
Administrative Expense Claim remaining owed to BERKEN CLOYES, P.C.
shall be paid in one lump sum contemporaneously with the closing of
the Property Sale, or as soon as practicable thereafter. Upon
Confirmation of the Plan up to and through the closing of the
Property Sale, the Debtor shall continue to deposit any and all
monthly rental income generated from the operation of Villa Manor
on the Dodge City Property and Distribute such funds to Holders of
Allowed Claims on or before the 10th day of each month following
the Effective Date up to and through the closing of the Property
Sale; and shall pay the balance of each Allowed Claim
contemporaneously with, or as soon as practicable after, the
closing of the Property Sale.

Under the Plan, Class 3 Allowed Unsecured Claims totaling $330,735
will receive no less than one hundred cents on the dollar.
Notwithstanding Article VII.F of the Plan to the contrary, Holders
of Allowed Unsecured Claims shall receive Distributions of 1/60th
of their Allowed Unsecured Claims on a monthly basis commencing on
the 10th day following the Effective Date; such same sum on or
before the 10th day of each month thereafter up to and through the
Closing Date; and the balance of the Allowed Secured Claim due and
owing on the Closing Date Distributed contemporaneously with the
Property Sale, or as soon as practicable thereafter.  Pursuant to
the Plan, Holders of Allowed Unsecured Claims shall receive
Distributions equal to 100% of their Allowed Claims. Class 3 is
impaired.

The Plan Proponent will fund the Plan using cash realized from such
non-exhaustive list of sources, which include: post-petition cash
maintained as of effective date, post-effective date monthly rental
income, and cash proceeds of property sale.

Attorney for the Debtor:

     Joshua B. Sheade, Esq.
     Stephen E. Berken, Esq.
     Sean M. Cloyes, Esq.
     BERKEN CLOYES, P.C.
     1159 Delaware St.
     Denver, Colorado 80204
     Tel: (303) 623-4357
     Fax: (303) 554-7853
     E-mail: joshua@berkencloyes.com

A copy of the Disclosure Statement dated Jan. 19, 2021, is
available at https://bit.ly/3IjqRR2 from PacerMonitor.com.

                      About S & N Property

S & N Property, L.L.C., is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).  

The company filed a Chapter 11 petition (Bankr. D. Col. Case No.
21-14180) on Aug. 11, 2021.  On the Petition Date, the Debtor
disclosed $1,719,500 in total assets and $1,529,549 in total
liabilities.  The petition was signed by Sam Wen, member/manager.

Berken Cloyes, PC, is the Debtor's counsel.


SBA COMMUNICATIONS: Egan-Jones Keeps B- LC Senior Unsecured Ratings
-------------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, maintained its
'B-' local currency senior unsecured rating on debt issued by SBA
Communications Corporation. EJR also maintained its 'B' rating on
LC commercial paper issued by the Company.

Headquartered in Boca Raton, Florida, SBA Communications
Corporation owns and operates wireless communications
infrastructure in the United States.



SEARS HOLDINGS: Closes Store in Fort Lauderdale, Florida
--------------------------------------------------------
Ben Unglesbee of Retail Dive reports that the ever-smaller Sears
has closed another department store, this one in Fort Lauderdale,
Florida.  Transformco, owner of the Sears and Kmart banners, also
sold the store's underlying property to RK Centers, according to a
press release.

Liquidation firm SB360, which has worked with Transformco on Sears
and Kmart closures, included a Sears store in a Philadelphia suburb
on a list of ongoing closures. The store is the last full-line
Sears department store in Pennsylvania.

The list also includes two Kmarts, one in Montana and one in
Florida.

After years of mass closures, the remaining footprints of both the
Kmart and Sears banners are threadbare. Today there are just a
handful of Kmarts and Sears department stores left after relentless
liquidation before and after Sears Holdings filed for bankruptcy in
2018.

Earlier this January 2022, Coresight Research tallied just five
Kmart stores following the announcement of the closing of its
Hamilton, Montana, store. That is down from 2,100 locations at the
time of its 2002 bankruptcy filing, as Coresight noted. Kmart
stores numbered more than 1,000 until 2015.

Coresight counted 29 announced closures for Kmart in 2021 and 46
Sears closures. Last year, Kmart and Sears, whose brands are both
more than a century old, closed their last full-line stores in
their respective birth states. Transformco also signaled plans to
put its corporate headquarters up for sale.

The closures track with the long-running collapse of Sears and
Kmarts' sales base as the company's stores and technological
prowess fell behind the industry. Problems for each brand began
late in the 20th century and accelerated under the control of Eddie
Lampert, who served as the last CEO of Sears Holdings and was
majority owner of the company in the years leading up to
bankruptcy.

Few retail observers voice any hope for either Sears or Kmart as
retail brands today. Along with its few remaining full-line stores,
Transformco also owns Sears Hometown, which Sears Holdings had spun
off under Lampert. Sears sold off its Outlet banner to the parent
of American Freight in 2019. Until recently, Transformco also
operated the Sears Auto Center banner but has shut down its
remaining locations.

Transformco said its go-forward strategy for Sears and Kmart is to
"operate a diversified portfolio consisting of a small number of
larger, premier stores with a larger number of small format stores
— combined with its Shop Your Way rewards program, online
marketplace and buy online, pick up in store capabilities."

                   About Sears Holdings Corp.

Sears Holdings Corporation (OTCMKTS: SHLDQ) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them.  Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  At that time, the Company employed
68,000 individuals, of whom 32,000 were full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.  The Hon. Robert D. Drain is the case judge.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.

The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors.  The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.

The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.

                          *     *     *

In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion.  Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis.  The proposal would allow 425 stores to remain open and
provide ongoing employment to 45,000 employees.


SELINSGROVE INSTITUTIONAL: Employee Sues for 2 Months Pay
---------------------------------------------------------
Marcia Moore of The Daily Item reports that Vito Sanfilippo has
filed a complaint in District Court seeking $10,110 he's owed from
Wood-Metal.

Sanfilippo, who works remotely for the Selinsgrove company from New
Jersey, said in court documents filed at District Judge John's Reed
office that he hasn't been paid since Nov. 5, 2021.

However, Sanfilippo is one of several of Wood-Metal's creditors.
The company, owned since August by Maurice and Deb Brubaker, of
Selinsgrove, filed for Chapter 11 bankruptcy this January 2022.

Several other employees of the Bruabkers’ other two troubled
companies, William Penn Cabinetry, the Freeburg manufacturer that
halted production in October less than two years after it was
launched, and Stanley Woodworking, of Middleburg, have filed claims
in district court seeking to recover pay, insurance premiums,
disability and other benefits they say is owed them.

                   About Wood-Metal Industries

Wood-Metal Industries -- is a manufacturer of cabinets and casework
for a variety of applications in education, healthcare and
institutional environments. It offers wide of products like custom
made wood, music and plastic laminate casework in various colours,
thereby enabling clients to choose and enhance the style that
complements their interior design schemes along with performance
and strength.

Selinsgrove Institutional Casework, LLC, doing business as Wood
Metal Industries, sought Chapter 11 protection (Bankr. M.D. Pa.
Case No. 22-bk-00021) on Jan. 7, 2022.

The Debtor's counsel:

         Robert E Chernicoff
         Cunningham And Chernicoff PC
         Tel: (717) 238-6570
         E-mail: rec@cclawpc.com


SHASTHRA USA: Unsecureds Will Get 6% of Claims in 36 Months
-----------------------------------------------------------
Shasthra USA, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia a Plan of Reorganization for Small
Business dated Jan. 18, 2022.

The Debtor is a corporation. Since 2010, the Debtor has been in the
business of providing security services to commercial enterprises.

The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $282,176. The final Plan
payment is expected to be paid on February 15, 2025.

This Plan of Reorganization proposes to pay creditors of Shasthra
USA, Inc. from its monthly receipts, future income, and cash flow
from operations.

Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 6 cents on the dollar.  This Plan also provides
for the payment of administrative and priority claims.

The Plan will treat claims as follows:

     * Class 1 consists of Priority claims. Class 1 is unimpaired
by this Plan, and each holder of a Class 1 Priority Claim will be
paid in full, in cash, upon the later of the effective date of this
Plan, or the date on which such claim is allowed by a final non
appealable order.

     * Class 2 consists of Secured claims. The claim of the United
States Small Business Administration, to the extent allowed as a
claim under § 506 of the Code. The claim of Wellen Capital is
accorded an allowed secured claim of $18,000. The reminder of its
claim shall be considered a non-secured claim.

     * Class 3 consists of Non-priority unsecured creditors.
Unsecured creditors will be paid monthly over the 36-month plan,
pro rata, by the Trustee.

     * Class 4 consists of Equity Security Holders of the Debtor.
Will not receive any payment during the Plan.

The Plan will be funded by the company's revenue stream.

A full-text copy of the Plan of Reorganization dated Jan. 18, 2022,
is available at https://bit.ly/3tTHoaK from PacerMonitor.com at no
charge.

Debtor's Counsel:

     Matthew G. Williams, Esq.
     MAHDAVI, BACON, HALFHILL & YOUNG, PLLC
     11350 Random Hills Road, Suite 700
     Fairfax, Virginia 22030
     Tel: (703) 352-1300
     Fax: (703) 352-1301
     E-mail: mwilliams@mbhylaw.com

                       About Shastra USA

Shastra USA, Inc., an Alexandria, Va.-based security services
provider, filed its voluntary petition for Chapter 11 protection
(Bankr. E.D. Va. Case No. 21-11740) on Oct. 18, 2021, listing up to
$500,000 in assets and up to $10 million in liabilities.  Jayasekar
Jayaraman, president of Shastra USA, signed the petition.  Matthew
G. Williams, Esq., at Mahdavi Bacon Halfhill & Young, PLLC, is the
Debtor's legal counsel.


SILGAN HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Silgan Holdings Inc. 'BB+' Long-Term
Issuer Default Rating (IDR). In addition, Fitch has affirmed
Silgan's senior secured ratings at 'BBB-'/'RR1' and senior
unsecured ratings at 'BB+'/'RR4'. The Rating Outlook is Stable.

The rating reflects the company's leading positions within the
North America metal food and rigid plastic container markets, as
well as growing specialty closures segment, serving stable end
markets, history of positive free cash flow generation, and
adherence to its 2.5x-3.5x financial policy post-acquisitions.

Fitch expects Silgan to generate annual free cash flow, after
dividends, growing toward the $400 million range over the next
several years, which will allow a reduction in leverage from the
4.6x gross debt/EBITDA (3.8x net) estimated at YE 2021 to under
3.5x at the beginning of 2023. Fitch expects modestly sized M&A
transactions over the forecast period will be accommodated within
this leverage range.

The 'BBB-'/'RR1' rating on the Canadian Revolver has been withdrawn
as it was cancelled.

KEY RATING DRIVERS

Solid Recent Performance: Silgan benefitted during 2020 and 2021
from the stay-at-home economy, resulting in record volumes and
EBITDA generation. End-market demand remained strong through H1
2021, with net sales of $2.6 billion vs. $2.2 billion the prior
year, with EBITDA in the $400 million range vs $337 million the
prior year.

While demand remains strong, management has noted supply chain and
labor constraints across its operating network, which has
constrained volumes, especially in the steel can business, which
otherwise would have allowed volumes in 2021 to exceed those of
2020. Overall EBITDA margins remain in line with historical levels,
reflecting Silgan's ability to pass through elevated input costs.

Acquisitions Add Diversification and Margin: Silgan's recent
acquisitions, which have been funded through cash and debt, further
diversify the company's cash flow into more specialized and higher
margin subsegments, and add, in Fitch's view, to overall cash flow
consistency and ongoing ability to manage leverage within the
target range. In the past two years, Silgan has completed five
bolt-on acquisitions ranging in purchase price from $36.5 million
to the $900 million Albea transaction.

The added businesses are focused in the specialty closures and
dispensing segments, and generally provide Silgan with higher
margins than existing businesses, as well as strong niche positions
in stable and growing end markets such as healthcare,
pharmaceuticals, and consumer products. Silgan typically seeks to
realize modest synergies in procurement, supply chain, and SG&A
expenses.

Fitch also believes that future closures and dispensing
acquisitions are likely to be modestly-sized relative to Silgan as
a whole, as the size of companies in the universe of targets is
modest in comparison to Silgan's increasing scale. M&A strategy
could be constrained by high valuations across many target
companies, driven by the growing move toward consolidation in this
segment.

Leadership in Core Markets: Silgan's ratings are supported by its
large scale and dominant positions in stable end markets, with the
#1 share (60%) of the North American metal food container segment,
and leading positions in the rigid plastic container and closures
markets. Annual revenue is approaching $5 billion, placing Silgan
amongst the largest global packaging companies. Silgan's core
customers include leaders in the food and consumer industries,
including Campbell Soup, Del Monte, Kraft Heinz, Nestle, and P&G.

Silgan has co-located facilities with a majority of its major metal
container customers, creating barriers to prospective new entrants.
Long-term arrangements covering approximately 90% of metal can
sales and the majority of closures and plastic containers sales
provide a measure of visibility to Silgan's businesses, although
the company is exposed to essentially 0%-2% underlying growth
trends across much of the cans and plastic containers segments.
Silgan has historically experienced minimal customer turnover.

Consistent Free Cash Flow Generation: Silgan generates consistently
positive free cash flow, averaging 5% of revenues, which are
supported by stable EBITDA margins in the 14% to 15% range, and the
non-discretionary and predictable nature of end-market demand in
food, beverage, and home and personal care. Margin risk stemming
from raw materials costs, predominately steel and resins, are
partially mitigated by pass-through agreements with long-term
customers.

Capital expenditure requirements are modest, at 4%-5% of sales,
further supporting FCF generation. Due to seasonality in the metal
can business, FCF generation is concentrated in the fourth quarter,
although Fitch expects Silgan to maintain sufficient liquidity
through availability under a committed $1.5 billion revolving
credit facility.

Commitment to Conservative Credit Metrics: Silgan management
maintains a clear and long-standing net debt leverage target range
of 2.5x to 3.5x, a policy which Fitch believes is credible, and
accommodated by stable cash flows and modest cash payouts to equity
investors. Silgan has operated within this range for almost 20
years through multiple acquisitions and economic cycles. Fitch
expects that though the forecast period, Silgan will maintain a
modest dividend payout, representing less than 10% of EBITDA, and
will continue to utilize share buybacks sparingly.

Additional borrowing stemming from acquisitions may on occasion
breach the upper limit of the leverage target, although Fitch
expects the company will return to the stated range within an 18-24
month window. Fitch estimates that Silgan's total debt to EBITDA at
year end 2021 will be in the 4.5x range, the result of relatively
high M&A activity during the year, but which Fitch forecasts will
drop to 3.5x by YE 2022. Fitch believes capital allocation will
remain skewed toward M&A over cash shareholder returns through the
forecast period.

DERIVATION SUMMARY

Comparison to 'BBB' Peers: Aptar's is a leading manufacturer of
pharmaceutical and specialty consumer closures, sealing and
dispensing mechanisms. Silgan is larger than Aptar, with nearly
double the revenue, however Aptar has higher margins (in the low
20% area) reflecting the weight of its business in the highly
specialized and regulated pharmaceutical industry, and maintains
significantly lower total leverage (below 2.0x) as compared with
Silgan. Aptar also has a largely unencumbered balance sheet, as
compared with Silgan and Berry's significant usage of secured
debt.

Comparison to 'BB+' Peers: Berry Global is leading global provider
of consumer packaging and engineered materials for consumer and
healthcare end markets. Berry is larger, more diversified by end
market and geography, and has higher margins than Silgan. Silgan's
leverage is currently higher than Berry's, and is likely to be
relatively more active in M&A over the next several years, although
Fitch expects both companies to operate within their Fitch
sensitivities over the forecast period.

Ball Corporation, last reviewed in 2019, is one of the largest
packaging companies globally, and has ratings anchored driven by
its #1 position in the beverage can industry, which Fitch views as
one of the most attractive packaging subsectors. The company is
significantly larger and more diversified than Silgan with slightly
higher EBITDA margins, similar FCF generation (historically Ball
has been stronger), and comparable credit metrics. to Silgan.

Comparison to 'BB' Peers: Crown Holdings is Silgan's direct
competitor in the metal food containers business, with the #2
market share in NA (around 17% vs Silgan's 54%) and estimated to
have the #1 global market share. While Crown is larger and has
greater scale and diversification compared to Silgan, Crown's
leverage remains high for the 'BB' category after making a $3.9
billion debt-funded acquisition in 2018. Both companies generate
similar margins in terms of EBITDA and FCF.

Sealed Air Corp is slightly larger than Silgan and is the global
leader in food safety product protection. The company has slightly
higher EBITDA margins than Silgan, but generates a similar amount
of FCF due to Sealed Air's higher dividend. Sealed Air's leverage
is expected to come down gradually from 4.5x on a gross basis as it
digests recent acquisitions. In addition, there are some near-term
pandemic headwinds. Overall Silgan's creditworthiness compares
similarly to that of Crown and Sealed Air, but has more
conservative capital allocation policies.

KEY ASSUMPTIONS

-- Weakness in metal can segment beginning in 2022 as pandemic
    related demand abates, offset by growth in existing and
    acquired closures segment;

-- Broadly stable margins in existing businesses reflecting high
    ability to pass through elevated raw materials costs;

-- Dividend payout ratio maintained at current levels; no share
    repurchases;

-- Acquisitions with economics similar to the recent Gateway
    acquisition occurring annually during the forecast period,
    funded via cash;

-- Excess cash flow applied to debt prepayments to maintain
    targeted leverage.

RATING SENSITIVITIES

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

-- Demonstrated commitment toward maintaining a Total Debt with
    Equity Credit/Operating EBITDA below 3.5x on a sustained
    basis, supported by a clear and credible financial policy;

-- Credit conscious implementation of the company's M&A strategy
    while maintaining or enhancing cash flow consistency;

-- Transition to a less encumbered balance sheet.

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

-- Total Debt with Equity Credit/Operating EBITDA above 4.0x on a
    sustained basis, or a weakening of existing leverage
    targeting;

-- A debt funded acquisition which is not accommodated within
    existing financial policies, does not have a clear
    deleveraging path within 24 months, or which materially
    changes the predictability of cash flows;

-- A change in capital allocation policies which prioritizes
    shareholder returns over deleveraging.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects Silgan to have adequate liquidity
to meet its financial commitments over the forecast period. Fitch
expects Silgan to generate over $600 million in FFO annually, which
comfortably covers annual capital expenditures of around $250
million, annual common dividends of around $50 million, and debt
amortization obligations of around $100 million.

Pro-forma for the revolving credit facility, which was increased to
$1.5 billion from $1.2 billion on Nov. 9, 2021, the company had
approximately $900 million outstanding as of Sept. 30, 2021 due
primarily to recent acquisitions. The company also had $270 million
in cash on the balance sheet. The revolving credit facility
typically provides sufficient liquidity to cover seasonal working
capital requirements. Silgan's seasonal usage of the facility can
be significant during the third quarter, driven by the fruit and
vegetable canning business.

Over the past five years, Silgan has averaged $525 million drawn on
its R/C, which is usually paid down by the end of year. Liquidity
during peak borrowing season is usually over $500 million, with
approximately $1 billion of capacity within the revolver and an
additional $100 million or more in cash.

Manageable Debt Maturities: The amended credit agreement extends
the company's revolving credit facility to November 2026, and the
senior secured credit facility until November 2027. Fitch expects
mandatory amortization payments for credit facilities will be
manageable given expected positive FCF generation. Fitch does not
view refinancing risk as a material risk to the credit, given
demonstrated lender support for the company and strong FCF
generation.

ISSUER PROFILE

Silgan Holdings Inc. is a leading supplier of rigid packaging for a
range of food, beverage and consumer products companies with EBITDA
of approximately $800 million on revenue of over $5 billion.

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.


SONOMA PHARMACEUTICALS: Inks Distribution Deal With Salus, Anlicare
-------------------------------------------------------------------
Sonoma Pharmaceuticals, Inc. entered into a non-exclusive
distribution agreement, effective Jan. 19, 2022, with Salus
Medical, LLC for its Microcyn-based dental, dermatology, wound and
eye care products for an initial term of one year, subject to two
one-year extensions.

Further, on Jan. 18, 2022, the company entered into an exclusive
license and distribution agreement with Anlicare International for
certain distribution rights.  Pursuant to the agreement, Anlicare
will obtain the necessary licenses to distribute its Microcyn-based
dental and oral products in China and Macau at its expense.
Further, Anlicare agreed to pay a royalty based on the completion
of certain milestones.  In return, the company agreed to grant
Anlicare exclusive rights for selling and distributing oral and
dental care under their label in China and Macau for a term of five
years from the date such licenses are approved.  Should Anlicare
fail to secure the regulatory licenses during the two-year period,
the agreement will terminate.

                   About Sonoma Pharmaceuticals

Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a
global healthcare company that develops and produces stabilized
hypochlorous acid, or HOCl, products for a wide range of
applications, including wound care, animal health care, eye care,
oral care and dermatological conditions.  The Company's products
reduce infections, itch, pain, scarring and harmful inflammatory
responses in a safe and effective manner.  In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral and anti-inflammatory properties. Its
stabilized HOCl immediately relieves itch and pain, kills pathogens
and breaks down biofilm, does not sting or irritate skin and
oxygenates the cells in the area treated assisting the body in its
natural healing process.  The Company sells its products either
directly or via partners in 54 countries worldwide.

Sonoma Pharmaceuticals reported a net loss of $3.95 million for the
year ended March 31, 2021, compared to a net loss of $3.31 million
for the year ended March 31, 2020.  As of Sept. 30, 2021, the
Company had $19.83 million in total assets, $8.37 million in total
liabilities, and $11.46 million in total stockholders' equity.

New York, NY-based Marcum LLP, the Company's auditor since at least
2006, issued a "going concern" qualification in its report dated
July 14, 2021, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


SPIDERMAN AND TINA: Court Dismisses Bankruptcy Case
---------------------------------------------------
This Case came before the United States Bankruptcy Court for the
Middle District of Florida, Jacksonville Division, for trial on
September 29, 2021, on the Renewed Motion to Dismiss filed by
creditor Rebekka Trahan. At trial, the Court also considered the
competing plans of reorganization filed by Debtors Spiderman Scott
Mulholland and Tina Marie Foley Mulholland and Trahan, the Final
and Supplemental Applications for Compensation filed by Trahan's
counsel, and the Debtors' Objection to the Applications.

Upon consideration of the evidence and arguments presented by the
parties, as well as the protracted litigation in this Case, which
has not brought the Debtors closer to confirming a plan of
reorganization, Bankruptcy Judge Jerry A. Funk said he will dismiss
the case.

A plan of reorganization is the "framework for the [Debtors']
reorganization and exit from bankruptcy," and the Debtors "cannot
wallow" indefinitely in this Chapter 11 Case, Judge Funk held.
In addition to the indefinite amount of time pursuit of the
Debtors' state court malpractice claim against their former state
court trial counsel will take, along with whether adequate funds
will be recovered and if an appeal will be taken, the Debtors are
not proposing to market and sell the U.S. Building stock until
after the Malpractice Action has been resolved. Moreover, the terms
of the proposed sale of the U.S. Building Stock are problematic,
most notably because the terms do not provide for non-compete
agreements from Spiderman Mulholland or any other employee.

In addition to concerns over feasibility, Judge Funk also held that
the Plan does not meet the requirements of 11 U.S.C. Section
1129(b) which provides that if all the requirements of Section
1129(a) other than (a)(8) are met, the Court shall confirm the plan
"if the plan does not discriminate unfairly, and is fair and
equitable, with respect to each class of claims or interests that
is impaired under, and has not accepted, the plan."

According to Judge Funk, the terms of the Debtors' Plan leave the
Court with substantial doubt as to whether Trahan will be paid in
full. As already stated, the Debtors propose an indefinite timeline
to market and sell U.S. Building that revolves entirely around the
resolution of the Malpractice Action. The Debtors do not have a
potential buyer, and the delayed sale terms raise reasonable
concerns as to what the value of U.S. Building may be in the
future. Moreover, the Debtors have ignored the Court's concerns
raised over the lack of non-compete agreements.

"The Debtors have had more than sufficient time to propose a
confirmable plan and have failed to do so. The Debtors cannot
continue to "park" their case in the bankruptcy court as a means of
shielding them from the Judgment Debt. The Debtors were given ample
opportunities and time to propose a confirmable plan.
Unfortunately, the potential in those opportunities was not
realized. The Court therefore finds there is cause to dismiss the
case," Judge Funk held.

"Although the Debtors' petition was filed for the purpose of
pausing Trahan's collection efforts, the Court initially held that
the Debtors were "allowed to use the bankruptcy process to
financially reestablish themselves." And over the past three years,
the Court has been very patient and understanding of the
complexities the Case presents. However, the Debtors' intent to use
this Case as a means of pausing Trahan's collection efforts,
without proposing a confirmable plan, while they pursue the
Malpractice Action is not appropriate. For the reasons set forth in
this opinion, the Court finds that the Debtors have failed to
propose a confirmable plan and that "cause" exists to dismiss the
case," Judge Funk concluded.

A full-text copy of Judge Funk's Findings of Facts and Conclusions
of Law dated January 14, 2022, is available at
https://tinyurl.com/4j3xytek from Leagle.com.

            About Spiderman Scott and Tina Marie
                        Mulholland

Spiderman Scott Mulholland and Tina Marie Foley Mulholland filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 18-04096) on November 24, 2018.  They are v
              represented by Seldon J. Childers, Esq. of
CHILDERSLAW LLC.


STATEWIDE AMBULETTE: Continued Operations to Fund Plan
------------------------------------------------------
Statewide Ambulette Service, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York a Plan of
Reorganization for Small Business dated Jan. 18, 2022.

The Debtor is a New York corporation, organized in 1985, for the
purpose of providing Ambulette services in New York.  The Debtor is
licensed as a contract carrier by the New York State Department of
Transportation and is currently operating.  The Debtor's operations
experienced some turbulence as a result of the COVID pandemic but
operations have since stabilized and Debtor has been operating at a
slight profit each month.

The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $6,601 per month.

The final Plan payment is expected to be paid 36 months from the
effective date of Plan Confirmation.  The Plan payment shall be
made in quarterly distributions and shall consist of the Debtor's
projected disposable income of $6,601 per month.

This Plan of Reorganization proposes to pay creditors of Statewide
Ambulette Services from cash flow from operations and future
income.

Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 28 cents on the dollar.  This Plan also provides
for the payment of administrative and priority claims.

The Plan will treat claims as follows:

     * Class 1 - Priority claims. Class 1 is unimpaired by this
Plan, and each holder of a Class 1 Priority Claim will be paid in
full, in cash, upon the later of the effective date of this Plan,
or the date on which such claim is allowed by a final non
appealable order.

     * Class 2 – Secured claim of The SBA. Class 2 is unimpaired
by this Plan. Debtor will continue to make Monthly payments to the
SBA in accordance with the underlying loan agreement.

     * Class 3 – Non-priority unsecured creditors. Class 3 is
impaired by this Plan. It is anticipated that holders of Class 3
claims will receive payment of 40 cents on the dollar.

     * Class 4 consists of the equity interest of Debtor's sole
shareholder. Debtor's sole shareholder shall retain his equity
interest in the reorganized Debtor.

The plan will be funded by cash flow from operations of the
business and future income of the Debtor. The Debtor's sole
shareholder shall remain the sole shareholder and officer of the
Reorganized Debtor.

The Debtor's Chapter 11 Plan proposes to pay its disposable income
of $6,601 per month over the course of 36 months, which amounts to
plan payments of $237,636, which is greater than the amount that
would be available for distribution of creditors in a Chapter 7
Liquidation.  The plan will pay administrative and priority claims
in full and will pay unsecured claims approximately 28 cents on the
dollar.  Accordingly, the Debtor submits that the proposed Chapter
11 Plan provides creditors with at least as much as they would be
entitled to receive in a chapter 7 liquidation.

A full-text copy of the Plan of Reorganization dated Jan. 18, 2022,
is available at https://bit.ly/3GYgJNp from PacerMonitor.com at no
charge.

Attorneys for the Debtor:

     Charles A. Higgs, Esq.
     Law Office of Charles A. Higgs
     44 S. Broadway, Suite 100
     White Plains, NY 10601
     Tel.: (917) 673-3768
     Email: Charles@FreshStartEsq.com

                     About Statewide Ambulette

Statewide Ambulette Service, Inc. filed a petition for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21-22586) on Oct. 18, 2021,
listing up to $500,000 in assets and up to $10 million in
liabilities. Alan Hebel, president, signed the petition.

Judge Robert D. Drain oversees the case.

The Debtor tapped The Law Office of Charles A. Higgs as legal
counsel.


STONEMOR INC: Chief Legal Officer Resigns
-----------------------------------------
Austin K. So submitted his resignation from his position as senior
vice president, chief legal officer and secretary of StoneMor Inc.,
effective as of Feb. 7, 2022 or such earlier date as may be agreed
between him and the company.  

Lorena L. Trujillo, who has served as vice president and assistant
general counsel of the company since 2019, has been elected as vice
president, general counsel and secretary, such election to take
effect on the effective dDate.

                        About StoneMor Inc.

StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem,
Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 304 cemeteries and 70 funeral
homes in 24 states and Puerto Rico.  StoneMor's cemetery products
and services, which are sold on both a pre-need (before death) and
at-need (at death) basis, include: burial lots, lawn and mausoleum
crypts, burial vaults, caskets, memorials, and all services which
provide for the installation of this merchandise.

StoneMor reported a net loss of $8.36 million for the year ended
Dec. 31, 2020, compared to a net loss of $151.94 million for the
year ended Dec. 31, 2019.  As of Sept. 30, 2021, the Company had
$1.74 billion in total assets, $1.87 billion in total liabilities,
and a total stockholders' deficit of $135.75 million.


SUMMIT HOTEL: Egan-Jones Keeps BB LC Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, maintained its
'BB' local currency senior unsecured rating on debt issued by
Summit Hotel Properties Inc.

Headquartered in Austin, Texas, Summit Hotel Properties, Inc.
operates as a real estate investment trust.



SUMMIT MIDSTREAM: Egan-Jones Hikes LC Senior Unsec. Ratings to B+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 13, 2021, upgraded the
local currency senior unsecured rating on debt issued by Summit
Midstream Partners LP to B+ from B.

Headquartered in Houston, Texas, Summit Midstream Partners LP is
focused on owning and operating midstream energy infrastructure
that is strategically located in the core producing areas of
unconventional resource basins, primarily shale formations, in
North America.



SUNSTONE HOTEL: Egan-Jones Keeps B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 20, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Sunstone Hotel Investors Inc.

Headquartered in Irvine, California, Sunstone Hotel Investors, Inc.
operates as a hospitality and lodging real estate investment
trust.



TAJ & ARK LLC: Seeks to Hire Velarde & Yar as Bankruptcy Counsel
----------------------------------------------------------------
Taj & Ark, LLC seeks approval from the U.S. Bankruptcy Court for
the District of New Mexico to employ Velarde & Yar to serve as
legal counsel in its Chapter 11 case.

The firm's services include:

   a. representing and rendering legal advice to the Debtor
regarding all aspects of its bankruptcy case including, without
limitation, meetings of creditors, claims objections, adversary
proceedings, plan confirmation and all hearing before the court;

   b. preparing legal papers, including the Debtor's plan of
reorganization and disclosure statement;

   c. assisting the Debtor in taking actions required to effect
reorganization under Chapter 11 of the Bankruptcy Code; and

   d. performing all other legal services necessary or appropriate
for the Debtor's continued operation.

The hourly rates charged by the firm's attorneys are as follows:

     Gerald R. Velarde              $250 per hour
     Joseph Yar                     $250 per hour

The firm will also seek reimbursement for out-of-pocket expenses.

Gerald Velarde, Esq., a partner at Velarde & Yar, 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:

     Gerald R. Velarde, Esq.
     Joseph Yar, Esq.
     Velarde & Yar
     4004 Carlisle Blvd. NE, Suite S
     Albuquerque, NM 87107
     Phone: 505-620-9574/505-248-1828
     Email: grvelarde@gmail.com
            joseph@yarlawoffice.com

                          About Taj & Ark

Taj & Ark, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D.N.M. Case No. 22-10022) on Jan. 12, 2022, disclosing as much as
$1 million in both assets and liabilities.  Judge Robert H.
Jacobvitz oversees the case.

The Debtor tapped Gerald R. Velarde, Esq., and Joseph Yar, Esq., at
Velarde & Yar as bankruptcy attorneys.


TALEN ENERGY: Moody's Affirms B3 CFR & Cuts Unsecured Debt to Caa2
------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured
guaranteed debt of Talen Energy Supply, LLC to Caa2 from Caa1. The
downgrade follows the closing of a new $848 million first lien
Commodity Accordion credit facility that matures in September 2024.
Concurrently, Moody's assigned a B1 rating to this new secured
Commodity Accordion credit facility and affirmed its Corporate
Family Rating at B3, its probability of default (PD) at B3-PD, and
its senior secured rating at B1. The speculative grade liquidity
rating remains unchanged at SGL-3. The outlook is negative.

Downgrades:

Issuer: Talen Energy Supply, LLC

Gtd Senior Unsecured Notes, Downgraded to Caa2 (LGD5) from Caa1
(LGD5)

Affirmations:

Issuer: Talen Energy Supply, LLC

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured Term Loan, Affirmed B1 (LGD2)

Senior Secured Revolving Credit Facility, Affirmed B1 (LGD2)

Gtd Senior Secured Global Notes, Affirmed B1 (LGD2)

Assignments:

Issuer: Talen Energy Marketing, LLC

Senior Secured Revolving Credit Facility, Assigned B1 (LGD2)

Outlook Actions:

Issuer: Talen Energy Supply, LLC

Outlook, Remains Negative

Issuer: Talen Energy Marketing, LLC

Outlook, Assigned Negative

RATINGS RATIONALE

"The downgrade of Talen's senior unsecured debt is driven by an
increase in the amount of first priority debt in the capital
structure in relation to the remaining unsecured debt," stated Edna
Marinelarena, Moody's Assistant Vice President. The new $848
million first lien credit facility has worsened the relative
position of the unsecured debt in the capital structure.

Talen's B3 CFR and negative outlook reflects the company's high
credit and business risk, leveraged capital structure, limited
financial flexibility and the inherent volatility of the merchant
power markets in which it operates.

In addition, Talen's liquidity and cash position were severely
pressured in the third quarter ending September 30, 2021 due to an
increase in cash collateral posting requirements caused by higher
power prices. The company will also be adversely affected by the
results of the 2021 PJM capacity auction, which will lead to lower
capacity revenue for the 2022/2023 delivery year. This year's PJM
capacity auction for the 2023/2024 delivery year will be an
important determinant of Talen's future cash flow and financial
viability.

In an effort to shore up its liquidity in the face of these
headwinds, Talen closed on the new $848 million facility in
December 2021, a move that has improved the company's financial
position over the near-term. The facility has allowed it to meet
collateral requirements, reduce borrowings on its existing
revolving credit borrowings and pay off $114 million of bond
maturities. However, the new facility includes a number of
restrictive covenants, including mandatory paydown provisions and
strict limits on asset sales.

Most important, draws under the facility after January 1, 2023 are
subject to Talen achieving a senior secured leverage ratio of
2.75x, well below both the current covenant of 4.25x in place for
2022. As of the last twelve months ending September 30, 2021, the
company's total debt to EBITDA ratio was 19.1x. Talen has already
received a waiver through the first quarter of 2022 for its
inability to meet the 4.25x senior secured leverage covenant in its
revolving credit facility. The negative outlook reflects the
continued challenges facing Talen as it strives to meet this
aggressive covenant target and thus maintain adequate liquidity
into 2023.

Liquidity

Talen's speculative grade liquidity rating SGL-3 reflects the
company's adequate liquidity following the closing of the new $848
million first lien credit facility. At closing, the company drew
down the full $848 million commitment and used the proceeds to
repay the $238 million drawn on the existing revolving credit
facility, repay $114 million senior unsecured debt maturity due in
December 2021, and pay $60 million for surety purposes related to
Montana remediation, and related fees. The remaining $393 million
is being held by Talen as cash on hand and is the company's main
source of liquidity right now. Liquidity will likely improve
commensurate with a return in collateral postings over the first
half of 2022 ($385 million in cash collateral). Although the
company's liquidity position is solid over the short-term, the new
agreement and amendments to the existing credit facility limit the
company's external liquidity flexibility.

At the same time, Talen amended the terms of its current secured
revolving credit facility including a reduction in its commitment
to $459 million from $690 million and limiting the facility to
usage for existing letters of credit only, constraining the
company's other external liquidity sources. The amendments also
included a permanent waiver of the senior secured leverage ratio
under the existing facility and $20 million in capacity for LC
requirement for Cumulus capital projects.

The Commodity Accordion credit facility names Talen's subsidiaries
Talen Energy Marketing LLC (not rated) and Susquehanna Nuclear, LLC
as borrowers with Talen Energy Supply, LLC as guarantor under the
Guarantee and Collateral Agreement executed in June 2015. Draws on
the Accordion Facility are subject to mandatory pre-payments,
including a return of cash collateral and excess cash flow sweeps.
Additionally, draws are limited to maximum of three draws following
the initial borrowing and a senior secured leverage ratio of 2.75x
for draws on or after January 1, 2023, a potentially highly
restrictive covenant test. The facility's current financial
covenant, a maximum senior secured net leverage ratio of 4.25x,
will be tested starting in Q2 2022 as it has been waived until that
time. Further covenants limit Talen to incur additional debt, incur
liens, pay dividends or make restricted payments, sell assets
(including Susquehanna plant), make investments and merge or
consolidate with another entity. Any draws under the credit
facility require representations of no material adverse change, a
credit and liquidity negative.

Outlook

The negative outlook reflects Talen's stressed financial profile,
limited financial cushion, and high reliance on an improvement in
its energy margins in order to manage an untenable capital
structure. Moody's expect the company's ratio of CFO pre-WC to debt
to remain in the low single digits on a sustained basis absent
material deleveraging or other operational enhancements.

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

Factors that Could Lead to an Upgrade

Given the negative outlook, an upgrade of the CFR is unlikely over
the near-term. The outlook could return to stable if there were to
be a sustained improvement in the company's free cash flow and it
can maintain access to its new first lien credit facility beyond
January 1, 2023. Longer term, an upgrade could occur if there were
to be a material reduction in leverage that would lead to CFO
pre-WC to debt ratio increasing to, and being maintained, above
5%.

Factors that Could lead to a Downgrade

A rating downgrade could occur if the company experiences
operational challenges at any of it generating facilities, if the
next PJM capacity auction does not result in higher capacity prices
or if energy margins do not stay strong enough to enhance free cash
flow generation and allow the company to improve its capital
structure and maintain access to its first lien credit facility. In
additional, if there is additional refinancing that replaces
unsecured guaranteed debt with secured debt, or there is other
erosion of the unsecured liability base, there could be further
pressure on the ratings of the unsecured guaranteed notes.

Talen Energy Supply, LLC (Talen) is an independent power producer
with about 13 GW of generating capacity. Talen Energy Corporation
(TEC), headquartered in The Woodlands, TX, is a privately owned
holding company held by an affiliate of Riverstone Holdings LLC
(Riverstone) that owns 100% of Talen and conducts all of its
business activities through Talen. In May 2021, TEC launched an ESG
growth initiative called Cumulus Infrastructure where, through four
subsidiaries, the company intends to build and operate a hyperscale
data center (Cumulus Data), venture in digital currency (Cumulus
Coin), develop solar and wind projects (Cumulus Renewables) and
battery storage (Cumulus Storage). Talen Energy Supply is a
preferred investor in Cumulus Coin.

About 84% of Talen's generation assets are located in the PJM
Interconnection, L.L.C. (PJM, Aa2 stable) with the balance located
in Texas, Montana, and New England. These assets are largely fossil
fuel with nuclear at about 17% of total owned generation in 2020.

The principal methodology used in rating Talen Energy Supply, LLC
was Unregulated Utilities and Unregulated Power Companies published
in May 2017.


TASEKO MINES: Announces Gibraltar 2021 Production, Sales
--------------------------------------------------------
Taseko Mines Limited announced 2021 copper production from the
Gibraltar Mine of 112 million pounds and sales of 105 million
pounds.  Molybdenum production and sales for the year were 2
million pounds.  Fourth quarter copper production was 29 million
pounds.

Stuart McDonald, president and CEO, commented, "Despite major
disruption to the highway and rail infrastructure in southern BC
from severe rainstorms in November, we were still able to realize
24 million pounds of copper sales in the fourth quarter.  Transit
times for rail shipments are gradually improving and we expect to
reduce copper inventories at Gibraltar in the first quarter of
2022."

"Production in the fourth quarter was impacted by lower grades and
recoveries from ore mined in the upper benches of the Gibraltar
pit. Increased oxidization and pyrite content in this ore has been
resulting in lower recoveries which we believe is a short-term
issue that will be resolved.  Ore quality will also improve as
mining progresses deeper into the pit.  In December, extreme
snowfall and temperatures as low as minus 35 degrees Celsius also
impacted mine equipment and mill availabilities, resulting in
decreased mill throughput and a need to draw ore from lower grade
stockpiles. Weather conditions have improved recently, and mill
throughput has stabilized allowing our technical team to focus on
optimizing recoveries from Gibraltar pit ore," continued Mr.
McDonald.

"At the Florence Copper Project, we completed our review of the
draft Underground Injection Control ("UIC") permit in early
December and no significant issues were identified.  The US
Environmental Protection Agency continues to advance their review
process and has recently advised the Company that they expect to
start the public comment period for the draft UIC permit in
February.  With the copper price today over US$4.50 per pound, 30
cents higher than the average price in 2021, we will expect to
maintain strong operating margins going forward.  Sales of excess
copper concentrate inventory from Gibraltar will further bolster
our first quarter cash flows," added Mr. McDonald.

Note: Taseko's 75% owned Gibraltar Mine is located north of the
City of Williams Lake in south-central British Columbia.
Production and sales volumes stated are on a 100% basis.

                           About Taseko

Taseko Mines Limited -- http://www.tasekomines.com-- is a mining
company focused on the operation and development of mines in North
America. Headquartered in Vancouver, Taseko operates the
state-of-the-art Gibraltar Mine, the second largest copper mine in
Canada.

Taseko Mines reported a net loss of C$23.52 million for the year
ended Dec. 31, 2020, a net loss of C$53.38 million for the year
ended Dec. 31, 2019, and a net loss of $35.77 million for the year
ended Dec. 31, 2018.


TELEPHONE AND DATA: Egan-Jones Keeps B+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 21, 2021, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Telephone and Data Systems Inc.

Headquartered in Chicago, Illinois, Telephone and Data Systems,
Inc. is a diversified telecommunications company.



TENTLOGIX INC: Unsecureds to Get $26K Monthly for 5-Year Term
-------------------------------------------------------------
Tentlogix, Inc., submitted a Third Amended Disclosure Statement.

The Debtor believes that the Plan of Reorganization provides the
best value for the creditors' claims and is in their best interest.
As reflected in the projections, it is anticipated that the
principal of the Debtor will need to provide funding to the Debtor
by way of a revolving Line of Credit in order to meet expenses
and/or plan payments during the months where it is anticipated that
the projected income will be low.  The Debtor shall file a separate
Motion for Authorization to Enter into Exit Financing with Gary
Hendry prior to confirmation of this case.

The Debtor believes that the risk of non-payment of the percentage
distribution to the unsecured creditors in the Chapter 11 is
greatly outweighed by the more substantial risk of non-payment
should this Bankruptcy be converted to a Chapter 7 Liquidation,
wherein the unsecured creditors would receive a distribution of 0%.


Under the Plan, Class 12 General Unsecured Claims totaling
$3,777,233, which will be paid over the 5-year term of the Plan at
the rate of $26,000 per month on a pro-rata basis.  The payments
will commence on the Effective Date of the Plan.  The dividend to
this class of creditors is subject to change upon the determination
of objections to claims.  To the extent that the Debtor is
successful or unsuccessful in any or all of the proposed
Objections, then the dividend and distribution to each individual
creditor will be adjusted accordingly.  Class Twelve is impaired.

Attorneys for the Debtor:

     Craig I. Kelley, Esq.
     KELLEY, FULTON & KAPLAN, P.L.
     1665 Palm Beach Lakes Blvd.
     The Forum - Suite 1000
     West Palm Beach, Florida 33401
     Telephone: (561) 491-1200
     Facsimile: (561) 684-3773

A copy of the Disclosure Statement dated Jan. 19, 2021, is
available at https://bit.ly/33Dq6Uq from PacerMonitor.com.

                       About Tentlogix Inc.

Tentlogix Inc., a Florida corporation located in Indiantown, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
20-22971) on Nov. 27, 2020.  Gary Hendry, chief executive officer,
signed the petition.  At the time of the filing, the Debtor
disclosed $3,135,866 in assets and $10,689,420 in liabilities.

Judge Mindy A. Mora oversees the case.  

The Debtor tapped Kelley, Fulton & Kaplan, P.L., as its legal
counsel and Carr Riggs & Ingram as its accountant.


TESLA INC: Moody's Upgrades CFR to Ba1, Outlook Remains Positive
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Tesla, Inc. to Ba1 from Ba3, and the probability of default rating
to Ba1-PD from Ba3-PD. The outlook remains positive. The SGL-1
speculative grade liquidity rating was unchanged.

The rating upgrade and positive outlook reflect Moody's expectation
that Tesla will maintain its position as the leading manufacturer
of battery electric vehicles, continue to increase its scale
rapidly and improve its profitability notably.

Upgrades:

Issuer: Tesla, Inc.

Corporate Family Rating, Upgraded to Ba1 from Ba3

Probability of Default Rating, Upgraded to Ba1-PD from Ba3-PD

Outlook Actions:

Issuer: Tesla, Inc.

Outlook, Remains Positive

RATINGS RATIONALE

The Ba1 corporate family rating reflects Moody's view that Tesla
will maintain its position as the leading manufacturer of battery
electric vehicles with a swiftly expanding presence in the US,
Europe, and China. Moody's anticipates that Tesla will deliver
nearly 1.4 million vehicles in 2022, up from approximately 936,000
in 2021. Considerable investments in new production facilities in
Berlin and Austin enable the steep increase in vehicle deliveries,
along with an increase in production capacity in its existing
plants in Fremont and Shanghai. To date, Tesla's product offering
remains narrowly reliant on primarily two models, however.

Tesla's growing scale, regional production facilities and efficient
manufacturing processes support Moody's expectation of an increase
in EBITA margin to 16% in 2022, up from 12% in the last 12 months
ended September 2021. While the margin contribution from the sale
of regulatory emission credits will likely decrease, the sale of
the credits added approximately 330 basis points to margin in the
12 months ended September 2021. Moody's expects that a more
competitive offering of battery electric vehicles by other
automakers could start to exert some pressure on margins in 2023.

Moody's expects Tesla's financial policy to be prudent. Financial
leverage steadily declined as earnings accelerated and Tesla repaid
about $5 billion of debt in the last two years. Moody's estimates
that debt/EBITDA dropped below 1 time at year-end 2021 and will
remain at that level in 2022.

Moody's anticipates liquidity to remain very good. Tesla had a cash
balance of $16 billion as of September 30, 2021. Furthermore,
Moody's expects free cash flow to increase considerably in 2022,
from an estimated $3.1 billion for 2021. Availability under Tesla's
$2.3 billion asset-based revolving credit facility is very limited,
however, because the unpaid principal balance was $1.9 billion as
of September 30, 2021.

The positive outlook reflects Moody's expectation that Tesla will
continue to capitalize on robust growth in global demand for
battery electric vehicles as a steep increase in manufacturing
capacity comes online in 2022.

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

The ratings could be upgraded if Tesla successfully expands its
global footprint, maintains a strong competitive global presence as
other automakers offer an increasing number of battery electric
models, and improves its product breadth. Tesla's ability to
sustain an EBITA margin of at least 7% (measured excluding the
contribution from emission credits), and a consistent, prudent
financial policy are also important considerations for higher
ratings. Further, Tesla will need to maintain very good liquidity,
including ample cash and considerable committed availability under
its revolving credit facility.

The ratings could be downgraded if demand for Tesla models softens
amid an expanding offering of battery electric vehicles by other
automakers, or if Tesla is unable to sustain EBITA margin above 5%
(measured excluding the contribution from emission credits). A
material shift in Tesla's financial policy that signals a greater
tolerance for financial risk could also cause a ratings downgrade,
including if debt/EBITDA is greater than 3 times or if the amount
of cash and committed revolver availability decreases considerably
from current levels.

The principal methodology used in these ratings was Automobile
Manufacturers published in May 2021.

Tesla, Inc., headquartered in Austin, Texas, is the world's leading
manufacturer of battery electric vehicles, and is also a producer
of energy generation and storage systems. Revenue was $46.8 billion
in the last 12 months ended September 30, 2021.


TON REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ton Real Estate Investments X, LLC
        400 S. Green St., Suite H
        Chicago, Illinois 60607

Business Description: Ton Real Estate Investments X is a Single
                      Asset Real Estate debtor (as defined in
                      11 U.S.C. Section 101(51B)).

Chapter 11 Petition Date: January 24, 2022

Court: United States Bankruptcy Court
       Northern District of Indiana

Case No.: 22-30052

Judge: Hon. Paul E. Singleton

Debtor's Counsel: Christopher A. Hansen, Esq.
                  400 S. Green St. Ste. H
                  Chicago, Illinois 60607
                  Tel: 708-284-6502
                  Email: hansenlegal@yahoo.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Thomas as manager.

The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.

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

https://www.pacermonitor.com/view/6ZZFB4Y/Ton_Real_Estate_Investments_X__innbke-22-30052__0001.0.pdf?mcid=tGE4TAMA


TORTOISEECOFIN BORROWER: Moody's Cuts CFR to B3, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded TortoiseEcofin Borrower
LLC's corporate family and senior secured debt ratings to B3 from
B1 and downgraded the company's probability of default rating to
B3-PD from B1-PD. The outlook on the ratings remains negative.

The following rating actions were taken:

Issuer: TortoiseEcofin Borrower LLC

Corporate Family Rating, downgraded to B3 from B1

Probability of Default Rating, downgraded to B3-PD from B1-PD

Senior Secured Revolving Credit Facility due 2023, downgraded to
B3 from B1

Senior Secured 1st Lien Term Loan due 2025, downgraded to B3 from
B1

Outlook Action:

Issuer: TortoiseEcofin Borrower LLC

Outlook is negative

RATINGS RATIONALE

The downgrade to B3 from B1 reflects the substantial increase in
TortoiseEcofin's leverage ratio which has been driven by a
sustained decline in the company's assets under management (AUM).
TortoiseEcofin's AUM remains well below it pre-pandemic level
despite a solid recovery in the midstream energy sector in 2021.
The company's leverage has risen to an extremely high level, about
17 times debt-to-EBITDA (as calculated by Moody's) as a result of
the sustained AUM drop.

While TortoiseEcofin's leverage ratio is well in excess of that of
other B3-rated companies, near term default risk is low because the
company's term loan does not carry financial covenants and is not
due until 2025. Gross leverage does not take into account the over
$110 million of cash and investments on TortoiseEcofin's balance
sheet as of September 30 that when combined with the level of cash
flow generated, is sufficient to service its debt.

TortoiseEcofin's AUM decay stabilized in 2021 on the back of
positive market action and improving net flows; however, the
company ended 2021 with $8.5 billion in AUM compared to about $18
billion pre-pandemic. Despite its constrained balance sheet
flexibility, the company has continued to reinvest in its business,
especially in capabilities that promote its Ecofin sustainable
investing platform which currently accounts for over 20% of AUM and
revenues. The growth of the Ecofin platform has been a bright spot
for TortoiseEcofin as the platform benefits from investors'
increasing demand for sustainable investing strategies. Moody's
expect Ecofin to maintain its positive AUM growth trends over the
next several quarters which will be instrumental in supporting the
stabilization and ultimate improvement in TortoiseEcofin's key
credit metrics.

The negative outlook reflects the company's susceptibility to new
bouts of market volatility or deterioration in net client flows.

TortoiseEcofin's B3 corporate family rating is constrained by its
small scale, excessive financial leverage, and weak profitability.
Conversely, the company has a long history of financial innovation
and deep expertise investing across the US energy sector.

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

The ratings are unlikely to be upgraded over the next 12 to 18
months but factors that could lead to a stable outlook include: 1)
significant asset inflows that improve asset resiliency; 2) debt
refinancing that improves the company's debt maturity profile or
financial leverage is sustained below 5 times debt-to-EBITDA as
calculated by Moody's; 3) a return to profitability such that GAAP
pre-tax income margins are in the single-digit percentage range.

Conversely, factors that could lead to a further downgrade of
TortoiseEcofin's ratings include: 1) a deterioration in the
company's liquidity profile; 2) persistent client redemptions that
further weaken asset resiliency; 3) financial leverage sustained at
levels consistent with Caa-rated asset managers; or 4) sustained
operating losses that corrode total equity.

The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.


TRANSALTA CORP: Egan-Jones Keeps BB Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2021, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by TransAlta Corporation.

TransAlta Corporation is an electricity power generator and
wholesale marketing company headquartered in Calgary, Alberta,
Canada.



TRUE ENTERPRISE: Unsecureds to Get Share of Income for 5 Years
--------------------------------------------------------------
True Enterprise, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Plan of Reorganization.

The Debtor is an LLC, registered in the State of Florida on August
27, 2018. It is a family business, operated for decades and its
operations, with minimal environmental impact, ultimately benefit
the community through diminished use of limited landfill space and
general nourishment of the local soil.

The Plan Proponent's financial projections show that the Debtor
will have projected monthly disposable income available for plan
payments of $3,106.  The final plan payment is expected to be paid
within 5 years of the effective date of the Plan, 14 days after
confirmation, unless otherwise ordered by the Court.

This Plan of Reorganization proposes to pay creditors of the Debtor
from the regular business operations of the Debtor.

Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has
projected at approximately 100 cents on the dollar. This Plan
provides for full payment of administrative expenses and priority
claims.

Claims and interests are treated as follows under this Plan:

     * Class 1. Priority Claims. Class 1 is unimpaired by this Plan
and each holder of a Class 1 Priority Claim will be paid in full,
in cash or cash equivalent upon the latter of the effective date of
the Plan unless otherwise agreed, or upon the date on which such
claim is allowed by final non-appealable order.

     * Class 2. The claim of Ascentium Capital. This class is
unimpaired as the Debtor has remained current. The Reorganized
Debtor intends to continue regular payments pursuant to contract
with this secured creditor.

     * Class 3. The claim of the United States Small Business
Administration. This class is unimpaired as the Debtor has remained
current. The Reorganized Debtor intends to continue regular
payments pursuant to contract with this secured creditor.

     * Class 4. The claim of Volvo Financial Services. This class
is unimpaired as the Debtor has remained current. The Reorganized
Debtor intends to continue regular payments pursuant to contract
with this secured creditor.

     * Class 5. The claim of Volvo Financial Services. This class
is unimpaired as the Debtor has remained current. The Reorganized
Debtor intends to continue regular payments pursuant to contract
with this secured creditor.

     * Class 6. The claim of Webster Financial Services, Inc. This
class is unimpaired as the Debtor has remained current. The
Reorganized Debtor intends to continue regular payments pursuant to
contract with this secured creditor.

     * Class 7. All non-priority unsecured claims. The total amount
of allowed estimated unsecured claims as of the petition date is
$67,818.18. The claims of all non-priority unsecured claims shall
be paid over a 5 year period from the disposable income of the
Debtor as set forth in projections and as may be amended and
allowed by the Court.

The Debtor advises that there exists adequate means for
implementation of the Plan by means of retention by the Debtor of
all the property of the estate and continued operation of the
Debtor's business through present management. The Plan will be
funded, and claims will be reviewed, potential causes of actions
will be analyzed and pursued as appropriate.

A full-text copy of the Plan of Reorganization dated Jan. 18, 2022,
is available at https://bit.ly/33ORhvo from PacerMonitor.com at no
charge.

Debtor's Counsel:

     David Marshall Brown, Esq.
     DAVID MARSHALL BROWN, P.A.
     413 S.W. 5th St.
     Fort Lauderdale, FL 33315
     Tel: (954) 770-3729

                    About True Enterprise LLC

True Enterprise is a licensed compost facility in Broward County
that properly disposes of vegetative landscaping waste by recycling
it into composted soil.

True Enterprise, LLC, filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-19977) on Oct. 18, 2021. The petition was signed by Ron Nigro,
trustee of The Ron Nigro Living Trust. At the time of filing, the
Debtor estimated $1 million to $10 million in assets and $500,000
to $1 million in liabilities.

Judge Scott M. Grossman oversees the case.

David Brown, Esq. at DAVID MARSHALL BROWN, P.A. represents the
Debtor as counsel.


TWO'S COMPANY: Unsecured Creditors Will Get 11% of Claims in Plan
-----------------------------------------------------------------
Two's Company Restaurant & Lounge, LLC, filed with the U.S.
Bankruptcy Court for the Western District of Wisconsin a Plan of
Reorganization dated Jan. 20, 2022.

Two's Company is a limited liability corporation operating as a
fine dining restaurant. It also provides catering and delivery
services. Craig Ziemanski, the owner, owned and operated the
restaurant since 2002.

Due to the COVID-19 pandemic, the Debtor's business was halted for
over three months. The loss of revenue during this period was
financially debilitating. Because of the shutdowns, significant
defaults occurred due to the lack of cash flow. The Debtor's
business is getting back to normal but has never been to the point
where it can make up for the previous months of going backward.

The goal of the reorganization is to reset the payments due to
secured creditors where significant defaults had occurred due to
the lack of cash flow and to emerge with a more streamlined
business model.

The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $4562.50 per month. The
final Plan payment is expected to be paid 12 years after the date
of confirmation.

This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations.

As of the date hereof, filed claims and the undersecured portion of
claims filed as secured are in the amount of $175,736.76.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 11 cents on the dollar, or an estimated total of
$19,737.98.

This Plan provides for full payment of administrative expenses and
priority claims. These are in the estimated amount of $12,500.

Class 9 consists of non-priority unsecured creditors. All unsecured
claims, including the undersecured portion of any secured claim,
shall be paid from the excess projected disposable income available
after monthly payment to all secured and priority claims and after
payment in full of all administrative claims. This Class is
impaired.

Class 10 consists of equity security holders of the Debtor. No
payment shall be made on account of equity ownership for five years
following confirmation of this Plan.

Upon confirmation, the Debtor shall commence monthly payments in
the amount required for amortization of priority and secured
claims. Further, the excess projected disposable income after
payment of priority and secured monthly payments shall be paid
monthly to administrative expense claims until such time as the
administrative expenses are paid in full. Thereafter, the excess
projected disposable income after payment of priority and secured
monthly payments shall be paid pro rata to Allowed Unsecured Claims
on a quarterly basis.

A full-text copy of the Plan of Reorganization dated Jan. 20, 2022,
is available at https://bit.ly/3tX40H2 from PacerMonitor.com at no
charge.

Attorney for the Debtor:

     George B. Goyke, Esq.
     Goyke & Tillisch, LLP
     2100 Stewart Ave.
     Wausau, WI 54401
     Tel: (715) 849-8100
     Email: goyke@grandlawyers.com

             About Two's Company Restaurant & Lounge

Two's Company Restaurant & Lounge, LLC operates a restaurant. The
Debtor filed a petition for Chapter 11 protection (Bankr. W.D.
Wisc. Case No. 21-12177) on Oct. 22, 2021, listing up to $500,000
in assets and up to $1 million in liabilities.

Judge Catherine J. Furay oversees the case.

The Debtor is represented by Goyke & Tillisch, LLP.


URBAN ONE: Egan-Jones Hikes LC Senior Unsecured Ratings to B
------------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2021, upgraded the
local currency senior unsecured rating on debt issued by Urban One,
Inc. to B from CCC+.

Headquartered in Silver Spring, Maryland, Urban One, Inc. provides
radio broadcasting services.



US CELLULAR: Egan-Jones Lowers Senior Unsecured Ratings to B+
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 22, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by United States Cellular Corporation to B+ from BB-.

United States Cellular Corporation is an American mobile network
operator headquartered in Chicago, Illinois.



WHITING PETROLEUM: Egan-Jones Keeps B Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2021, maintained its
'B' foreign currency and local currency senior unsecured ratings on
debt issued by Whiting Petroleum Corporation.

Headquartered in Denver, Colorado, Whiting Petroleum Corporation is
an American company engaged in hydrocarbon exploration.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
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then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.

Copyright 2022.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                   *** End of Transmission ***