/raid1/www/Hosts/bankrupt/TCR_Public/190918.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, September 18, 2019, Vol. 23, No. 260

                            Headlines

1 GLOBAL CAPITAL: Taps Hilco Receivables as Consulting Expert
132 30TH STREET: Seeks to Hire Adam E. Mikolay as Special Counsel
1800 16TH STREET: Hires Bielli & Klauder as Counsel
2736 CHAMPA: Seeks to Hire Roberson Law as Legal Counsel
27957 LAKES EDGE: Unsecureds to Get 100% Under Plan

84 LUMBER: Moody's Raises CFR to B1, Outlook Stable
ACADIAN CYPRESS: Seeks to Hire Heller Draper as Counsel
ACGSA TRANSIT: Seeks to Hire Alla Kachan as Legal Counsel
ACGSA TRANSIT: Seeks to Hire Wisdom Professional as Accountant
ACTION MD LLC: Hires Stewart-Rose as Property Manager

ADVANCED MICRO: Moody's Raises CFR to Ba2, Outlook Positive
AHEAD DB: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
ALTIZER PROPERTIES: Hires Copeland Law as Attorney
AMERICAN TIMBER: Hires Roop Law Office as Attorney
AMERICAN TIMBER: Seeks to Hire Kevin Rock as Bookkeeper

API GROUP: Moody's Assigns Ba3 CFR, Outlook Stable
BLUE BEVERAGE: BEH Objects to Disclosure Statement
BLUE DOLPHIN: Pilot Travel Amends Credit Agreement with Nixon
BLUE WATER: U.S. Trustee Objects to Disclosure Statement
BRIDAN 770: Oct. 29 Hearing on Disclosure Statement

BVS CONSTRUCTION: CCG Conditionally Objects to Disclosure Statement
C.T.W. REALTY: Discloses Postpetition Financing Info in New Plan
CDW LLC: Moody's Rates New Sr. Unsecured Notes 'Ba2'
CHARMING CHARLIE: IP Assets Sold to CJS for $1.1 Million
CHECKERS HOLDINGS: Moody's Lowers CFR to Caa2, Outlook Negative

CHICK LUMBER: Seeks to Use Cash, Pay Adequate Protection
CLYDE EVANS: To Sell Cable Road Property to Pay Velocity
COASTAL INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
COLORTREE GROUP: 3 Suppliers Seek Chapter 7 Liquidation
COLUMBUS PARTNERS: Hires Confidential Accounting as Accountant

CONCRETE INVESTMENTS: U.S. Trustee Unable to Appoint Committee
CORE & MAIN: S&P Alters Outlook to Negative, Affirms 'B+' ICR
CORRIDOR MEDICAL: PCO Files 3rd Interim Report
CUSSETTA ROAD: Hires Confidential Accounting as Accountant
CYRUSONE LP: Moody's Raises CFR to Ba1, Outlook Stable

DPW HOLDINGS: Ding Gu Reports 15.5% Stake as of Sept. 4
EAGLE ENTERPRISES: Hires AOP Financial as Accountant
EMERGE ENERGY: Prepetition Notes Holders to Get 38-55% Under Plan
ENTRANS INTERNATIONAL: Moody's Alters Outlook on B2 CFR to Neg.
EXCEL FITNESS: Moody's Assigns B3 CFR, Outlook Stable

F & S ASSOCIATES: Sept. 30 Hearing on 2nd Amended Plan Outline
FACTORY DIRECT LOGISTICS: Unsecureds to Recoup 10% Under Plan
FORT BRAGG CAROLINA: Hires Confidential Accounting as Accountant
FOUR THE BOYS: Unsecureds to Get $67K Over 84 Months
FRISELLA DESIGN: U.S. Trustee Unable to Appoint Committee

FRONTIER COMMUNICATIONS: Debt Payments Ease Bankruptcy Concerns
GAETANO ENTERPRISES: Court Conditionally OKs Disclosure Statement
GRANITE HOLDINGS: Moody's Rates Unsec. Notes Due 2027 'Caa1'
H. TRENT ELSON: U.S. Trustee Unable to Appoint Committee
HELIOS SOFTWARE: Moody's Assigns B2 CFR, Outlook Stable

HOLLISTER CONSTRUCTION: Sept. 23 Meeting Set to Form Creditor Panel
HOVNANIAN ENTERPRISES: Fitch Withdraws CCC IDR on Business Reasons
INDIANA REGIONAL: Moody's Cuts Revenue Bonds to Ba2, Outlook Neg.
INSTALLED BUILDING: S&P Affirms 'BB-' Issuer Credit Rating
ISTAR INC: Fitch Rates $675MM Sr. Unsec. Notes Due 2024 'BB'

ISTAR INC: S&P Rates New $675MM Senior Unsecured Notes 'BB-'
JAGGED PEAK: Voluntary Chapter 11 Case Summary
JLK INDUSTRIES: Court OKs Cash Motion, Sets Sept. 27 Final Hearing
LASALLE GROUP: Court Approves Cash Use on Final Basis
LEMKCO FLORIDA: To Get Capital Contributions From Principal

LEVEL 3 FINANCING: S&P Rates $500MM Senior Notes 'BB'
LONESTAR RESOURCES: Fitch Affirms B- LongTerm IDR, Outlook Stable
MATTSNOW PROPERTIES: Seeks Cash Access to Pay Insurance, Taxes
MEREDITH CORP: Moody's Affirms B1 CFR, Outlook Stable
MERRILL COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Stable

MICHAELS COS: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
MILLERS LANE: Court Ok's Millers Lane-Eclipse Bank Cash Stipulation
MOLINA HEALTHCARE: S&P Affirms 'BB-' Long-Term ICR; Outlook Stable
MOUNTAIN CREEK: Plan Confirmation Hearing Set for Oct. 24
NASSAU COS: S&P Withdraws 'BB' Long-Term Issuer Credit Rating

NEXTERA ENERGY: Fitch Affirms BB+ LT IDR, Outlook Stable
NPC INTERNATIONAL: Moody's Lowers CFR to Caa1, Outlook Neg.
OWEN & FRED: Inks Settlement With NYCDF Resolving Claim Motion
PDARSH LLC: U.S. Trustee Unable to Appoint Committee
PEABODY ENERGY: Moody's Rates New $900MM Sec. Notes 'Ba3'

PERFORMANCE FOOD: Moody's Rates New Sr. Unsec. Notes 'B1'
PERKINS & MARIE: Hires FTI Consulting as Financial Advisor
PERKINS & MARIE: Hires Houlihan Lokey as Investment Banker
PERKINS & MARIE: Hires Kurtzman Carson as Administrative Advisor
PERKINS & MARIE: Seeks to Hire Akin Gump as Counsel

PINNACLE OPERATING: Moody's Lowers CFR to Caa3, Outlook Neg.
POLA SUPERMARKET: Case Summary & 20 Largest Unsecured Creditors
PRECISION HOTEL: Seeks OK on Adequate Protection, Debt Payments
PREFERRED CARE: Court Approves Disclosure Statement
QMAX FINANCIAL: Moody's Withdraws Caa1 CFR Due to Withdrawn Bonds

QUALITYTECH LP: Moody's Assigns B1 CFR & Alters Outlook to Positive
RUNNIN L FARMS: Trucking Firms Seeks to Use at Least $280K Monthly
RVT, INC: Court Grants Cash Motion, Adequate Protection Pay-outs
RYMAN HOSPITALITY: Fitch Assigns BB- LongTerm IDR, Outlook Stable
SELFRIDGE PARTNERS: Rental Income to Fund Plan Payments

SHERIDAN HOLDING II: Files for Chapter 11 With Prepack Plan
SHERIDAN HOLDING II: Lenders Get Equity, to Have 55.8% Recovery
SHERIDAN HOLDING: Case Summary & 50 Largest Unsecured Creditors
SIENNA BIOPHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
SIENNA BIOPHARMACEUTICALS: Seeks Chapter 11 for Breathing Room

SK GLOBAL: Unsecured Creditors to Get $175K Over 2 Years
STANDARD AMUSEMENTS: To Assume Management Agreement
STEARNS HOLDINGS: Sept. 26 Amended Disclosure Statement Hearing Set
STELCO INC: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
STONEMOR PARTNERS: Sets Sept. 26 as Rights Offering Record Date

SUNOPTA INC: S&P Lowers ICR to 'CCC' on Weaker Profitability
TERRAVISTA PARTNERS: Wins Final Court Nod on Cash Request
THOR INDUSTRIES: Moody's Lowers CFR to Ba3, Outlook Negative
TOPPS COMPANY: Moody's Affirms B2 CFR, Outlook Stable
TRIUMPH ENERGY: GR9 Objects to Disclosure Statement

UBER TECHNOLOGIES: Moody's Affirms B2 CFR, Outlook Stable
UNIQUE TOOL: UTC, Ultra Tech Appointed as New Committee Members
UTEX INDUSTRIES: Moody's Lowers CFR to Caa2, Outlook Stable
WILLIAMS SCOTSMAN: Moody's Affirms 'B3' Sr. Secured Rating
WYNN RESORTS: S&P Assigns 'BB' Rating on $750MM Sr. Unsec. Notes

YIANNIS MEDITERRANEAN: Restaurant Wants Cash to Sustain Operations
YIANNIS MEDITERRANEAN: Seeks Cash to Pay Prepetition Salaries
ZANE STATE: Moody's Affirms Ba1 Rating on $5.5MM Debt
[*] K&E Partner Jumps to Bankruptcy Team at Ropes & Gray

                            *********

1 GLOBAL CAPITAL: Taps Hilco Receivables as Consulting Expert
-------------------------------------------------------------
1 Global Capital LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Hilco
Receivables, LLC.

The firm will provide expert consulting services in connection with
the adversary case filed by the Debtor against Travis Portfolio,
LLC, Oliphant Financial, LLC, and Collins Asset Group, LLC (Adv.
Proc. No. 19-01072).  Hilco will also serve as the Debtor's
consulting expert in its Chapter 11 case.

The firm will charge $325 per hour for its services.

Eric Kaup, secretary of Hilco, disclosed in court filings that the
firm is "disinterested" within the meaning of Section 101(14) of
the Bankruptcy Code.

Hilco can be reached through:

     Eric W. Kaup
     Hilco Receivables, LLC
     5 Revere Drive, Suite 420
     Northbrook, IL 60062
     Phone: 855-204-8067

                     About 1 Global Capital

1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a
direct small business funder offering an array of flexible funding
solutions, specializing in unsecured business funding and merchant
cash advances.

1 Global Capital LLC, based in Hallandale Beach, Fla., and its
affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case
No. 18-19121) on July 27, 2018.  In the petition signed by Steven
A. Schwartz and Darice Lang, authorized signatories, 1st Global
Capital estimated $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.  

The Hon. Raymond B. Ray oversees the cases.  

Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as
bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as
claims and noticing agent.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 7, 2018.  The committee tapped
Stichter, Riedel, Blain & Postler, P.A. as its legal counsel;
Conway MacKenzie, Inc., as financial advisor, along with Dundon
Advisers, LLC, as co-financial advisor.


132 30TH STREET: Seeks to Hire Adam E. Mikolay as Special Counsel
-----------------------------------------------------------------
132 30th Street of Brooklyn Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire a
special counsel.

In an application filed in court, the Debtor proposes to employ
Adam E. Mikolay P.C. to file a quiet title action related to the
ownership of a real property located at 132 30th St., Brooklyn,
N.Y.

The firm's hourly rates are:

     Adam Mikolay, Esq.   $475
     Louis Schepp, Esq.   $475
     Paralegal            $125
     Staff/Proofreading    $75

Adam Mikolay, Esq., disclosed in court filings that he and other
members and employees of the firm do not hold any interest adverse
to the Debtor and its bankrupty estate.

The firm can be reached through:

     Adam E. Mikolay, Esq.
     Adam E. Mikolay P.C.
     90 Merrick Avenue, Suite 501
     East Meadow, NY 11554
     Phone: 516-222-2050
     Fax: 516-222-0450
     E-mail: Adam@Mikolaylaw.com

              About 132 30th Street of Brooklyn Corp.

132 30th Street of Brooklyn Corp. provides residential building
construction services.

132 30th Street of Brooklyn sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42425) on April
24, 2019.  At the time of the filing, the Debtor estimated assets
of between $1 million and $10 million and liabilities of less than
$1 million.  The case is assigned to Judge Nancy Hershey Lord.
Rosenberg, Musso & Weiner LLP is the Debtor's counsel.


1800 16TH STREET: Hires Bielli & Klauder as Counsel
---------------------------------------------------
1800 16th Street, LLC, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Bielli &
Klauder, LLC, as counsel to the Debtor.

1800 16th Street requires Bielli & Klauder to:

   a. give the Debtor legal advice with respect to its powers and
      duties as the Debtor and Debtor-in-Possession;

   b. prepare on behalf of the Debtor necessary applications,
      answers, orders, reports and other legal papers;

   c. represent the Debtor in defense of any proceedings
      instituted to reclaim property or to obtain relief from the
      automatic stay under section 362(a) of the Bankruptcy Code;

   d. assist the Debtor in the preparation of schedules,
      statements of financial affairs, and any amendments
      thereto, which the Debtor may be required to file in this
      case;

   e. assist the Debtor in the preparation of a plan of
      reorganization and disclosure statement;

   f. assist the Debtor with any potential sales of its assets
      pursuant to section 363 of the Bankruptcy Code; and

   g. perform all other legal services for the Debtor which may
      be necessary herein.

Bielli & Klauder will be paid at these hourly rates:

     Thomas D. Bielli                $350
     David M. Klauder                $350
     Nella M. Bloom (of Counsel)     $325
     Kathleen Seligman (Of counsel)  $325

On Aug. 21, 2019, prior to the Petition Date, Bielli & Klauder
received a $20,000 retainer for advance counsel fees, and the
payment of the Chapter 11 filing fee.  Prior to the Petition Date,
Bielli & Klauder drew down $3,602 from the retainer for bankruptcy
preparation fees and expenses incurred prior to the filing,
including the filing fee for initiating this case.  The balance is
held in the Firm's trust account.

Bielli & Klauder will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Thomas Bielli, Esq., a partner at Bielli & Klauder, LLC, disclosed
in a court filing that the firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Thomas Daniel Bielli, Esq.
     BIELLI & KLAUDER, LLC
     1500 Walnut Street, Suite 900
     Philadelphia, PA 19102
     Tel: 215-642-8271
     Fax: 215-754-4177
     E-mail: tbielli@bk-legal.com

                     About 1800 16th Street

1800 16th Street, LLC, based in Philadelphia, PA, filed a Chapter
11 petition (Bankr. E.D. Pa. Case No. 19-15229) on Aug. 21, 2019.
In the petition signed by Herbert F. Reid, Jr., managing member,
the Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.  The Hon. Jean K. FitzSimon oversees the
case.  Thomas Bielli, Esq., at Bielli & Klauder, LLC, serves as
bankruptcy counsel to the Debtor.


2736 CHAMPA: Seeks to Hire Roberson Law as Legal Counsel
--------------------------------------------------------
2736 Champa, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Roberson Law, LLC, as its legal
counsel.

The firm will assist the Debtor in all matters necessary to
administer its Chapter 11 case.

Jane Roberson, Esq., the firm's attorney who will be handling the
case, charges $250 per hour.  The hourly rates for paralegals range
from $125 to $150.
  
Ms. Roberson disclosed in court filings that the firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.

Roberson Law can be reached through:

     Jane M. Roberson, Esq.       
     720 S. Colorado Blvd., Suite 450-S
     Denver, CO 80246
     Tel: 3030-893-0833
     Fax: 303-431-0633
     E-mail: Roberson@JustAskJane.com

                         About 2736 Champa

2736 Champa, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 19-17678) on Sept. 5,
2019.  At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.


27957 LAKES EDGE: Unsecureds to Get 100% Under Plan
---------------------------------------------------
27957 Lakes Edge Road LLC filed a Chapter 11 Plan and accompanying
disclosure statement proposing that General Unsecured Claims will
receive, over time, the following estimated percentage of their
claims (or fixed percentage, if the Plan so provides): 100%.
Exception: the Plan may designate a subclass of small "convenience
class" claims which will be paid in full on the Effective Date, and
in rare situations the Plan may designate additional unsecured
subclasses.

The Plan proponent believes it is feasible because, both on the
Effective Date and for the duration of the Plan, the proponent
estimates that Debtor will have sufficient cash to make all
distributions.

A full-text copy of the Disclosure Statement dated September 10,
2019, is available at https://tinyurl.com/y243udyg from
PacerMonitor.com at no charge.

27957 Lakes Edge Road LLC filed a Chapter 11 Petition (Bankr. C.D.
Cal. Case No. 19-15109) on June 12, 2019, and is represented by
Alfred J. Verdi, Esq., at Verdi Law Group, APLC, in Malibu,
California.


84 LUMBER: Moody's Raises CFR to B1, Outlook Stable
---------------------------------------------------
Moody's Investors Service upgraded 84 Lumber Company's Corporate
Family Rating to B1 from B2 and its Probability of Default Rating
to B1-PD from B2-PD. Moody's also affirmed the B3 rating on 84
Lumber's senior secured term loan maturing 2023. The outlook is
stable.

The upgrade of the Corporate Family Rating reflects Moody's
expectation that 84 Lumber will continue to benefit from ongoing
sound fundamentals in new housing construction, resulting in
improving credit metrics over the next 18 months.

The following ratings/assessments are affected by the rating
action:

Upgrades:

Issuer: 84 Lumber Company

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

Corporate Family Rating, Upgraded to B1 from B2

Affirmations:

Issuer: 84 Lumber Company

Senior Secured Term Loan B, Affirmed B3 (LGD5)

Outlook Actions:

Issuer: 84 Lumber Company

Outlook, Remains Stable

RATINGS RATIONALE

84 Lumber's Corporate Family Rating of B1 reflects Moody's
expectation that the company will sustain solid credit metrics.
Moody's projects revenues reaching $4.1 billion per year in 2020.
Moody's also forecasts interest coverage, measured as
EBITA-to-interest expense, will near 3.5x over the next 12 to 18
months and debt-to-EBITDA of 2.9x by year-end 2020. 84 Lumber
derives almost 80% of its revenue from single-family home builders,
whose fundamentals remain sound and support growth.

However, risks remain. Although fundamentals are sound, residential
construction is a very cyclical industry, which poses a significant
credit risk to 84 Lumber. This market could contract quickly and
have a substantive negative impact on the company's financial
profile. The challenge of increasing operating margin beyond
Moody's expectations of low single-digit percentage through 2020 is
one of the constraints to 84 Lumber's credit quality. 84 Lumber's
margins are constrained due to intense competition within the
industry and a product mix reliant on commodity-like products.
Additionally, homebuilders exert tremendous pricing pressure on
suppliers and their related distributors.

Even though credit metrics are improving the company's financial
strategy includes large dividends that make it difficult to
generate free cash flow. 84 Lumber is a privately held company with
the majority owner, who is also the President of the company, and
another family member drawing annual dividends. Moody's expectation
of ongoing dividends will constrain 84 Lumber's rating as this
capital could otherwise be deployed towards reducing debt or
enhancing liquidity.

The stable rating outlook reflects Moody's expectations that 84
Lumber will continue to perform well, resulting in solid debt
metrics such as leverage remaining below 4.0x despite large
dividends. Moody's also expects industry fundamentals will support
growth over the next 18 months.

The B3 rating on the company's senior secured term loan maturing
2023, two notches below the Corporate Family Rating, is the result
of its effective subordination to the company's ABL revolver and a
meaningful amount of priority payables as defined in Moody's Loss
Give Default Methodology. The term loan has a first-lien on
substantially all noncurrent assets, and a second-lien on assets
securing the company's revolving credit facility (ABL priority
collateral).

The rating could be upgraded if (all ratios include Moody's
standard adjustments):

  -- Debt-to-EBITDA is sustained below 3.0x

  -- Operating margin is maintained above 5.0%

  -- A good liquidity profile is preserved

  -- Ongoing positive trends in end markets fuel sustained organic
growth

The rating could be downgraded if:

  -- Operating margin is trending towards 3.0%

  -- Debt-to-EBITDA is expected to stay above 4.0x

  -- The company's liquidity profile deteriorates

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

84 Lumber Company, headquartered in Eighty Four, Pennsylvania, is a
national supplier of lumber, building materials and construction
services for new residential construction. Trusts for the benefit
of Ms. Margaret Hardy-Knox are the beneficial owners, owning nearly
95% of 84 Lumber. Revenue for the 12 months ended June 30, 2019 was
about $3.8 billion. 84 Lumber is privately-owned and does not
disclose financial information publicly.


ACADIAN CYPRESS: Seeks to Hire Heller Draper as Counsel
-------------------------------------------------------
Acadian Cypress & Hardwoods, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Heller Draper Patrick Horn & Manthey, L.L.C., as counsel to the
Debtor.

Acadian Cypress requires Heller Draper to:

   a. advise the Debtors with respect to their rights, powers and
      duties as Debtors and debtors-in-possession in the
      continued operation and management of the business and
      properties;

   b. prepare and pursue confirmation of a plan of reorganization
      and approval of a disclosure statement;

   c. prepare, on behalf of the Debtors, all necessary
      applications, motions, answers, proposed orders, other
      pleadings, notices, schedules and other documents, and
      reviewing all financial and other reports to be filed;

   d. advise the Debtors concerning, and preparing responses to,
      applications, motions, pleadings, notices and other
      documents which may be filed by other parties;

   e. appear in Court to protect the interests of the Debtors;

   f. represent the Debtors in connection with use of cash
      collateral and/or obtaining post-petition financing;

   g. advise the Debtors concerning and assisting in the
      negotiation and documentation of financing agreements, cash
      collateral orders and related transactions;

   h. investigate the nature and validity of liens asserted
      against the properties of the Debtors, and advising the
      Debtors concerning the enforceability of said liens;

   i. investigate and advise the Debtors concerning and taking
      such action as may be necessary to collect income and
      assets in accordance with applicable law, and the recovery
      of property for the benefit of the Debtors' estates;

   j. advise and assist the Debtors in connection with any
      potential property dispositions;

   k. advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections and
      lease restructuring, and recharacterizations;

   l. assist the Debtors in reviewing, estimating and resolving
      claims asserted against the Debtors' estates;

   m. commence and conduct litigation necessary and appropriate
      to assert rights held by the Debtors, protect assets of the
      Debtors' chapter 11 estates or otherwise further the goal
      of completing the Debtors' successful reorganization; and

   n. perform all other legal services for the Debtors which may
      be necessary and proper in these cases.

Heller Draper's current applicable hourly rates are:

     Douglas S. Draper           $400
     Leslie A. Collins           $350
     Greta M. Brouphy            $325
     Paralegals                  $100

Heller Draper will be paid a retainer in the amount of 15,000.

Douglas S. Draper, a member of the law firm, attests that Heller
Draper is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code.

The counsel can be reached at:

     Douglas S. Draper, Esq.
     HELLER DRAPER PATRICK HORN & MANTHEY, L.L.C.
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130
     Tel: (504) 299-3300
     E-mail: ddraper@hellerdraper.com

                     About Acadian Cypress

Acadian Cypress & Hardwoods, Inc., --
http://www.acadianhardwoods.net/-- manufactures lumber, plywood,
siding, shingles, flooring, fencing, and molding profiles.  It
sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12205) on
April 15, 2019.  In the petition signed by Frank Vallot, president,
the Debtor was estimated to have assets and liabilities at $1
million to $10 million.  Judge Jerry A. Brown is the case judge.
HELLER, DRAPER, PATRICK, HORN & MANTHEY, LLC, is the Debtor's
counsel.



ACGSA TRANSIT: Seeks to Hire Alla Kachan as Legal Counsel
---------------------------------------------------------
ACGSA Transit, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire the Law Offices of
Alla Kachan, P.C. as its legal counsel.

The firm will provide services in connection with the Debtor's
Chapter 11 case, which include the preparation of a plan of
reorganization and representation in adversary proceedings to
collect assets of its bankruptcy estate.

The hourly rates charged by the firm are:

     Attorneys                  $400
     Clerks/Paraprofessionals   $200

The firm received an initial retainer in the sum of $15,000.

Alla Kachan, Esq., disclosed in court filings that his firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Alla Kachan, Esq.
     Law Offices of Alla Kachan, P.C.
     3099 Coney Island Avenue, 3rd Floor
     Brooklyn, NY 11235
     Tel: (718) 513-3145
     Fax: (347) 342-3156
     Email: alla@kachanlaw.com

                        About ACGSA Transit

ACGSA Transit, Inc., a privately held company in the taxi and
limousine service industry, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-44902) on Aug. 13,
2019.  At the time of the filing, the Debtor disclosed $400,100 in
assets and $1,070,000 in liabilities.  The case is assigned to
Judge Carla E. Craig.


ACGSA TRANSIT: Seeks to Hire Wisdom Professional as Accountant
--------------------------------------------------------------
ACGSA Transit, Inc., seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Wisdom Professional
Services Inc. as its accountant.

The firm will assist the Debtor in the preparation of its monthly
operating reports and will provide other legal services in
connection with its Chapter 11 case.

The firm will charge $100 per report.  It received an initial
retainer in the sum of $1,200.

Michael Shtarkman, a certified public accountant employed with
Wisdom Professional, disclosed in court filings that the firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.

Wisdom Professional can be reached through:

     Michael Shtarkman
     Wisdom Professional Services Inc.
     626 Sheepshead Bay Road, Suite 640
     Brooklyn, NY 11224
     Phone: (718) 554-6672
     E-mail: michael@shtarkmancpa.com

                        About ACGSA Transit

ACGSA Transit, Inc., a privately held company in the taxi and
limousine service industry, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-44902) on Aug. 13,
2019.  At the time of the filing, the Debtor disclosed $400,100 in
assets and $1,070,000 in liabilities.  The case is assigned to
Judge Carla E. Craig.


ACTION MD LLC: Hires Stewart-Rose as Property Manager
-----------------------------------------------------
Action MD, LLC, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Texas to employ Stewart-Rose Properties, as
property manager and leasing agent to the Debtor.

Action MD, LLC requires Stewart-Rose to manage, and market for
leasing the Debtor's real property located at 500 N. Valley Parkway
in Lewisville, Denton, County, Texas.

Stewart-Rose will be paid a commission of 5% of the total aggregate
base rents.

Larry U. Rose, Jr., a partner at Stewart-Rose Properties, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Stewart-Rose can be reached at:

     Larry U. Rose, Jr.
     STEWART-ROSE PROPERTIES
     5063 New Hope Road
     Aubrey, TX 76227
     Tel: (940) 365-3470
     Fax: (940) 365-1073
     E-mail: Larry@s-rp.com

                      About Action MD, LLC

Based in Lewisville, Texas, Action MD LLC is primarily engaged in
renting and leasing real estate properties.  Action MD, LLC, sought
Chapter 11 protection (Bankr. E.D. Tex. Case No. 19-42111) on Aug.
5, 2019.  In the petition signed by Suleman Hashmi, managing
member, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities. The Hon. Brenda T. Rhoades oversees
the case.  Quilling Selander Lownds Winslett & Moser, P.C., led by
John Paul Stanford, Esq., serves as bankruptcy counsel to the
Debtor.


ADVANCED MICRO: Moody's Raises CFR to Ba2, Outlook Positive
-----------------------------------------------------------
Moody's Investors Service upgraded Advanced Micro Devices, Inc.'s
corporate family rating to Ba2 from Ba3 and senior unsecured rating
to Ba3 from B1. The speculative grade liquidity rating of SGL-1
remains unchanged. The outlook is positive.

RATINGS RATIONALE

The upgrade of the corporate family rating to Ba2 reflects AMD's
improved performance outlook, driven by continued design wins,
market share gains, and an expanded set of product offerings and
customers. Moody's expects significant revenue growth in the second
half of 2019 and continued growth in 2020 driven by new desktop,
mobile, server, and graphics chips, partially offset by lower than
expected semi-custom revenue related to game consoles that are
expected to transition to a new generation in 2020. Additionally,
Moody's projects leverage will continue to decline while the
company's liquidity profile remains robust.

Over the last three years, AMD's product roadmap execution has
improved considerably with the company successfully launching
multiple generations of commercial and consumer desktop processors,
mobile processors, a new graphics lineup, and two generations of
EPYC server processors. A decision last year by one of AMD's
foundry partner (GlobalFoundries Inc.) to not pursue 7 nanometer
technology means AMD has and will continue to increase its reliance
on its other foundry partner, Taiwan Semiconductor Manufacturing Co
Ltd (TSMC) for leading edge chip making. GlobalFoundries Inc. had
historically manufactured most AMD's CPUs. Moody's believes the
increased use of TSMC for leading edge microprocessor production
provides additional manufacturing roadmap certainty for AMD and its
customers, which is a credit positive. AMD is currently shipping
server, desktop, and graphics chips on the 7 nanometer process
node, while Intel's challenges at 10 nanometers that are expected
to last into 2020. Moody's expects AMD's product and manufacturing
positioning to leave it well placed to increase market share
broadly over the next year. Despite AMD's good operating prospects,
Moody's expects the company will continue to face stiff competition
from strong and higher rated companies such as Intel as well as
NIVIDIA Corporation.

Driven by an improved product positioning throughout its portfolio,
Moody's projects profitable growth in the second half of 2019 and
through 2020. With recent new product launches, revenue is likely
to grow 25% year-over-year in the second half of 2019 with at least
high-single digit revenue growth in 2020. And with higher average
selling prices and compelling chip performance, gross margins
should expand to the 42% to 43% range, while EBITDA margins improve
to the 13% to 15% range, up from 10% to 11% over the last year.
Staging working capital related to this strong growth, however,
remains a temporary constraint to cash flow generation, resulting
in negative $303 million cash flow after capital expenditures over
the last two quarters. Moody's expects positive free cash flow in
the second half of 2019 as customer PC and server launches using
AMD's new chips support working capital conversion.

AMD's SGL-1 rating reflects the company's very good liquidity
profile that allows the company to internally fund this investment.
AMD reported $1.1 billion of cash and cash equivalents as of June
2019 (buttressed by $449 million warrant exercise by a subsidiary
of Mubadala Development Company PJSC ("Mubadala") earlier this
year. Mubadala has been a decade long investor and owns less than
5% of AMD. AMD also maintains access to an unused $500 million
secured revolving credit facility. With cash balances, access to
the credit facility, Moody's projection of positive free cash flow
and no debt maturities until $312 million is due in August 2022,
AMD has very good liquidity.

AMD's strong performance and periodic early repayment of various
debt instruments have contributed to a notable improvement in
financial leverage, with adjusted gross debt to EBITDA of 2.6x at
June 2019, down from 5.9x at December 2017. With potential further
debt reduction and strong projected earnings growth, Moody's
anticipates adjusted gross debt to EBITDA will decline to below
2.0x by December 2019 with further improvement in 2020.

Upgrades:

Issuer: Advanced Micro Devices, Inc.

  Corporate Family Rating, Upgraded to Ba2 from
  Ba3

  Probability of Default Rating, Upgraded to Ba2-PD
  from Ba3-PD

  $312 million (outstanding) Senior Unsecured Notes due 2022,
  Upgraded to Ba3 (LGD4) from B1 (LGD4)

  $176 million (outstanding) Senior Unsecured Notes due 2024,
  Upgraded to Ba3 (LGD4) from B1 (LGD4)

Unchanged:

Issuer: Advanced Micro Devices, Inc.

  Speculative Grade Liquidity Rating, SGL-1

Outlook Actions:

Issuer: Advanced Micro Devices, Inc.

  Outlook, Changed To Positive From Stable

The positive outlook reflects AMD's much improved balance sheet and
broadened product positioning and prospects for improved operating
performance and cash generation over the next year. The ability to
consistently execute product and technology transitions, as well as
competition from strong competitors such as Intel and Nvidia remain
key challenges.

The rating could be upgraded if AMD is able to sustain solid
business execution, grow revenue and improve operating
profitability and sustain positive free cash flow. Additionally,
continued conservative financial practices, including maintaining
cash and liquid investments of approximately $1 billion or more,
could support a higher rating.

The rating could be downgraded if AMD's revenue growth reverses due
to uncompetitive products, or if 1) EBITDA margins decline below
8%; 2) free cash flow turns negative, or 3) cash and liquid
investments drop below $600 million (without raising additional
debt).

The principal methodology used in these ratings was Semiconductor
Industry published in July 2018.

Advanced Micro Devices, Inc. is a fabless semiconductor company
that specializes in microprocessors, graphics processing units and
semi-custom and embedded processors. AMD reported revenue of $5.9
billion for the twelve months ended June 2019.


AHEAD DB: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating to Ahead DB
Borrower LLC (doing business as Ahead Data Blue), and its 'B'
issue-level and '3' recovery ratings to the company's senior
secured credit facility.

Ahead, a Chicago-based value-added reseller for data center and IT
infrastructure products, is issuing a $65 million senior secured
revolving credit facility and a $440 million senior secured term
loan to support the combination of Ahead LLC and Data Blue LLC, and
to refinance existing debt. Both entities are existing portfolio
companies of Court Square Capital Partners.

S&P said, "Our rating on Ahead reflects the very fragmented and
highly competitive industry for information technology (IT)
outsourced services, its relatively narrow product base and limited
scale, with significantly larger competitors, and high supplier
concentration, with roughly 60% of sales coming from DellEMC. Our
key risks are partially offset by a fast-growing services business,
favorable exposure to data center and cloud solutions, and the
company's good profit margins and free cash flow profile. The
company derives most sales from the U.S., with geographic
concentration on the east coast and central U.S."

"The stable outlook reflects our forecast that Ahead will likely
grow revenue in the low- to mid-single-digit area over the next two
years (excluding the BoNY refresh), driven by high growth in the
company's service offerings and potential cross-selling
opportunities from the business combination. Our base-case
expectation for the next 12 months is for adjusted debt to EBITDA
in the mid-4x area and a smooth integration of the two
businesses."

"We could lower the rating if Ahead's revenue declines due to weak
demand for DellEMC products, lower profitability due to increased
competition, or difficulty integrating the two businesses, leading
to diminished operating earnings such that leverage rises and
remains above 6x. This could also result from the company pursuing
debt-financed acquisitions or shareholder returns."

"Although unlikely given its financial sponsor ownership, we could
raise the rating if EBITDA growth or debt repayment results in
sustained leverage below 4x." This would likely result from
better-than-expected performance, a meaningful increase in revenues
generated from higher margin services, and be contingent on
management's commitment to maintain leverage at or below these
levels."


ALTIZER PROPERTIES: Hires Copeland Law as Attorney
--------------------------------------------------
Altizer Properties & Investments, LLC, seeks authority from the
U.S. Bankruptcy Court for the Western District of Virginia to
employ Copeland Law Firm, P.C., as attorney to the Debtor.

Altizer Properties requires Copeland Law to:

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

   b. prepare on behalf of the Debtor, as the Debtor in
      Possession, all necessary motions, applications, answers,
      orders, reports and other papers in connection with the
      administration of the Debtor's estate;

   c. negotiate and prepare on behalf of the Debtor a plan of
      reorganization and all related documents; and

   d. perform all other necessary legal services in connection
      with the prosecution of the Chapter 11 case.

Copeland Law will be paid at these hourly rates:

          Attorneys               $300
          Associates              $175
          Paraprofessionals       $100

Copeland Law will be paid a retainer in the amount of $11,717.

Copeland Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Robert T. Copeland, a partner at Copeland Law Firm, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Copeland Law can be reached at:

     Robert T. Copeland, Esq.
     COPELAND LAW FIRM, P.C.
     212 Valley St NW
     Abingdon, VA 24210
     Tel: (276) 628-9525
     E-mail: rtc@rcopelandlaw.com

                    About Altizer Properties

Altizer Properties & Investments, LLC, is the owner of a certain
commercial building and lots located at 2111 Third Street,
Richlands, Virginia.  It said that it intends to sell the property
in bankruptcy, with the net proceeds from the sale to be used
toward eliminating the debt owed by it to Grundy National Bank.

Altizer Properties & Investments sought Chapter 11 protection
(Bankr. W.D. Va. Case No. 19-71108) on Aug. 21, 2019.  The Company
was estimated to have less than $1 million in assets and
liabilities.  The Debtor tapped Copeland Law Firm, P.C., led by
founding partner Robert Tayloe Copeland, as counsel.


AMERICAN TIMBER: Hires Roop Law Office as Attorney
--------------------------------------------------
American Timber Marketing Group, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Roop Law Office, L.C., as attorney to the Debtor.

American Timber requires Roop Law Office to:

   a. give the Debtor legal advice with respect to its powers and
      duties as Debtor-in-Possession and in the management of its
      properties;

   b. prepare on behalf of the Debtor, as Debtor-in-Possession,
      all necessary motions, applications, answers, orders,
      reports and other legal papers; and

   c. perform all other legal services for the Debtor as Debtor-
      in-Possession which may be necessary herein.

Roop Law Office will be paid at these hourly rates:

         Attorneys           $350
         Paralegals          $100

Roop Law Office will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Paul W. Roop, II, a partner at Roop Law Office, L.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Roop Law Office can be reached at:

         Paul W. Roop, II, Esq.
         ROOP LAW OFFICE, L.C.
         115 Morning Star Lane
         Beckley, WV 25801
         Tel: (304) 255-7667
         Fax: (304) 256-2295

                     About American Timber

American Timber Marketing Group, LLC, doing business as Wilderness
Wood Company -- https://www.wildernesswood.net/ -- is a
family-owned company in the custom wood business.  The Company
manufactures log homes and siding profiles, custom railing,
interior paneling, live edge siding, and live edge custom products
such as bar tops, table tops, and mantels.  It also creates various
styles of exterior siding, timbers, beams, and logs.

American Timber sought Chapter 11 protection (Bankr. S.D. W.V. Case
No. 19-20359) on Aug. 21, 2019, in Charleston, West Virginia.  In
the petition filed by David Alan Rice, owner, the Debtor disclosed
total assets amounting to $857,087 and total liabilities amounting
to $1,269,479.  Judge Frank W. Volk oversees the case.  Paul W.
Roop, II, Esq., is counsel to the Debtor.


AMERICAN TIMBER: Seeks to Hire Kevin Rock as Bookkeeper
-------------------------------------------------------
American Timber Marketing Group, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Kevin Rock, CPA, as bookkeeper to the Debtor.

American Timber requires Kevin Rock to:

   a. review all financial statements;

   b. prepare and assist in the preparation and filing of the
      Debtor's Monthly Operating Reports;

   c. assist the Debtor's counsel in preparation of financial
      projections to be used in connection with a Disclosure
      Statement and Plan; and

   d. prepare Form 11205.

Kevin Rock will be paid at the hourly rate of $95.

Kevin Rock will also be reimbursed for reasonable out-of-pocket
expenses incurred.

To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Kevin Rock can be reached at:

     Kevin Rock
     237 N Court St.
     Fayetteville, WV 25840
     Tel: (304) 574-3502

                     About American Timber

American Timber Marketing Group, LLC, doing business as Wilderness
Wood Company -- https://www.wildernesswood.net/ -- is a
family-owned company in the custom wood business.  The Company
manufactures log homes and siding profiles, custom railing,
interior paneling, live edge siding, and live edge custom products
such as bar tops, table tops, and mantels.  It also creates various
styles of exterior siding, timbers, beams, and logs.

American Timber sought Chapter 11 protection (Bankr. S.D. W.V. Case
No. 19-20359) on Aug. 21, 2019, in Charleston, West Virginia.  In
the petition filed by David Alan Rice, owner, the Debtor disclosed
total assets amounting to $857,087 and total liabilities amounting
to $1,269,479.  Judge Frank W. Volk oversees the case.  Paul W.
Roop, II, Esq., is counsel to the Debtor.


API GROUP: Moody's Assigns Ba3 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service assigned a first-time Ba3 Corporate
Family Rating and Ba3-PD Probability of Default Rating to APi Group
DE, Inc., a provider of commercial life safety solutions and
specialty contractor servicing the commercial, public and
industrial end markets in the US. Moody's also assigned a Ba3
rating to APi's proposed $300 million senior secured revolving
credit facility expiring 2024 and $1,200 million senior secured
term loan due 2026. Finally, Moody's also assigned a Speculative
Grade Liquidity Rating of SGL-2. Proceeds from the term loan, in
addition to a $1,260 million cash payment from J2 Acquisition
Limited and $274 million in proceeds from the exercise of warrants
will be used to acquire APi and pay down all its outstanding bank
debt. The outlook is stable.

On September 3, 2019, J2 entered into a definitive agreement to
acquire APi, a privately-owned company for approximately $2.9
billion. At the close of the transaction, J2 (an investment vehicle
publicly listed on the London Stock Exchange) will become the sole
owner of APi. J2 expects to list its shares on the New York Stock
Exchange (NYSE) under the symbol APG and change its jurisdiction of
incorporation to Delaware. The NYSE listing will require the
company to meet the reporting requirement of the Securities and
Exchange Commission for the first time.

The following ratings/assessments were assigned:

Assignments:

Issuer: APi Group DE, Inc.

Probability of Default Rating, Assigned Ba3-PD

Corporate Family Rating, Assigned Ba3

Speculative Grade Liquidity Rating, Assigned SGL-2

Gtd. Senior Secured Term Loan, Assigned Ba3 (LGD3)

Gtd. Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD3)

Outlook Actions:

Issuer: APi Group DE, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

APi Group, Inc.'s Ba3 Corporate Family Rating reflects its leading
position (by revenue) as a provider of commercial life safety
solutions and a top 5 specialty contractor (by revenue) servicing
the commercial, public and industrial end markets in the US. In
addition, the company's credit profile is supported by its broad
customer base, large market opportunity, commitment to bring
leverage down and Moody's expectation of solid operating
performance. At year-end December 31, 2019 and 2020, Moody's
forecasts debt-to-EBITDA of 4.2x and 3.8x, respectively (inclusive
of Moody's adjustments) supporting Moody's newly assigned credit
rating.

At the same time Moody's credit rating takes into consideration the
company's exposure to cyclical end markets, low adjusted EBITA
margins and potentially a more aggressive investment appetite given
APi's M&A track record. This is partially offset by Moody's
expectation that the new owners will maintain a financial strategy
that includes a commitment to reduce debt in the next twelve to
eighteen months to a target level of 2.0x to 2.5x (exclusive of
Moody's adjustments), to improve profitability and refrain from
special dividends.

The Ba3 rating assigned to the $300 million senior secured
revolving credit facility expiring in 2024 and $1,200 million
senior secured term loan due 2026, is on par with APi's Corporate
Family Rating reflecting their position as the preponderance of
debt in APi's capital structure. The revolver and term loan are
pari passu in a recovery scenario. Each has a first lien on
substantially all of APi's assets. The term loan amortizes 1% per
year with a bullet payment at maturity. API's parent and material
subsidiaries will provide downstream and upstream guarantees.

The stable outlook reflects Moody's expectations that APi will
steadily grow its revenues organically, increase its profitability,
generate a significant amount of free cash and de-lever its balance
sheet. This is largely driven by Moody's views that the global and
the US economy will remain stable (slower for longer) and be
supportive of the company's underlying growth drivers.

APi's SGL-2 Speculative Grade Liquidity Rating reflects Moody's
view that the company will maintain a good liquidity profile over
next twelve to eighteen months characterized by meaningful free
cash flow and sufficient availability under its revolving credit
facility.

The rating could be upgraded if (all ratios include Moody's
standard adjustments):

  -- Debt-to-EBITDA is sustained below 3.5x

  -- EBITA-to-Interest expense is sustained above 4.5x

  -- Free cash flow improves, and a strong liquidity profile is
maintained

The rating could be downgraded if:

  -- Debt-to-EBITDA is sustained above 4.5x

  -- EBITA-to-Interest expense falls below 3.0x for a sustained
period of time

  -- The company's liquidity profile deteriorates

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

Headquartered in New Brighton, MN, APi is a provider of commercial
life safety solutions and a specialty contractor servicing the
commercial, public and industrial end markets in the U.S. with a
broad customer base and a diversified revenue stream. APi operates
more than 40 nationally and regionally significant businesses in
over 200 locations and generates over 95% of its revenue in North
America, primarily in the United States. Revenues and adjusted
EBITA for the year ended December 31, 2018 were $3.7 billion and
$306 million, respectively.


BLUE BEVERAGE: BEH Objects to Disclosure Statement
--------------------------------------------------
Broadway Equity Holdings LLC objects to the proposed Disclosure
Statement filed by 152 Broadway Haverstraw NY LLC and Blue Beverage
Group Inc.

BEH points out that the disclosure statement should not be approved
because it is premature prior to the Resolution of BEH's mortgage
foreclosure proceeding.

BEH further points out that the Debtors are seeking to sell the
Property under section 363; however, they cannot satisfy any of the
applicable subsections of section 363(f) and thus cannot sell the
Property free and clear of BEH's interests in a private sale to the
proposed purchaser.

According to BEH, this Plan is nothing more than a continuation of
the Debtors' bad faith efforts to thwart BEH's ability to obtain
the benefit of its bargained right to foreclose upon its mortgage.

BEH asserts that under Debtor's liquidation analysis,
Administrative Expense Claims increase from $255,000 under the Plan
to $1,750,000 in a Chapter 7, without a valid explanation as to the
reason for the increase in Administrative Expense Claims.

BEH points out that the Disclosure Statement provides that the real
estate tax liens are $0, however, as set forth in Exhibit A hereto,
the real estate taxes for 2018 and 2019 are $213,276.40 and
$441,464.49, respectively.

BEH further points out that the Disclosure Statement does not
contain adequate information because it fails to address the Claims
of the Debtors' insiders and whether those claims should be
objected to or sought to be subordinated or disallowed.

According to BEH,for instance, paragraph 15 of the Disclosure
Statement currently provides that Joseph Goldberger and Joseph
Menczer agreed to sell to Joel Wertzberger and Aron Jacob Wolcowitz
an equity interest in the Debtors, as that statement is contrary to
the evidence presented in the Adversary Proceeding, the statement
is inaccurate.

BEH asserts that there is an inconsistency between the Proposed
Plan and Disclosure Statement as to the amount of Class 6 Claims.

BEH points out that there is no disclosure as to whether insiders
will be voting on their alleged Class 7 General Unsecured Claims.

Attorneys for Broadway Equity Holdings:

     Fred B. Ringel, Esq.
     Steven B. Eichel, Esq.
     ROBINSON BROG LEINWAND GREENE
     GENOVESE & GLUCK P.C.
     875 Third Avenue, 9th Floor
     New York, New York 10022
     Tel. No.: (212) 603-6300

                  About Blue Beverage Group

Blue Beverage Group Inc. is a privately held company in Haverstraw,
N.Y., that provides food sterilization services.  Its retort
operation makes beverages sterile by processing aluminum cans at
high heat.

Blue Beverage Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-22835) on April 19,
2019.  At the time of the filing, the Debtor disclosed $1,218,000
in assets and $27,850,225 in liabilities.  

The case is assigned to Judge Robert D. Drain.  Backenroth Frankel
& Krinsky, LLP is the Debtor's legal counsel.


BLUE DOLPHIN: Pilot Travel Amends Credit Agreement with Nixon
-------------------------------------------------------------
As previously disclosed, on May 3, 2019, Pilot Travel Centers LLC,
a Delaware limited liability company ("Lender"), entered into a
Line of Credit, Guarantee and Security Agreement with Nixon Product
Storage, LLC, a Delaware limited liability company ("Borrower"),
Lazarus Refining & Marketing, LLC, a Delaware limited liability
company, Lazarus Energy LLC, a Delaware limited liability company,
Blue Dolphin Energy Company, a Delaware corporation, and Lazarus
Energy Holdings LLC, a Delaware limited liability company, whereby
the Lender agreed to extend a line of credit to the Borrower in an
aggregate principal amount of $12,800,000.  The Agreement is
primarily being used to finance NPS' purchase of crude oil from the
Lender pursuant to certain purchase and supply agreements and to
provide working capital.  The parties to the Agreement subsequently
entered into amendments to the line of credit on May 9, 2019 and
May 10, 2019.

The parties entered into Amendment No. 1 to the Credit Agreement
effective Sept. 3, 2019.  The Amended Credit Agreement was fully
executed by all parties on Sept. 9, 2018.  The Amended Credit
Agreement provides for, among other things:

   * An advance of $200,000 by the Lender to the Borrower,
     increasing the aggregate principal amount under the Amended
     Credit Agreement to $13,000,000.

   * Pre-payment by the Borrower to the Lender in a principal
     amount equal to the amount set forth opposite such date
     below, together with accrued and unpaid interest thereon:

       Date                       Principal Amount
       ----                       ----------------
       September 30, 2019             $100,000
       October 31, 2019               $100,000

                     About Blue Dolphin

Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is a publicly-traded Delaware
corporation formed in 1986, that is primarily engaged in the
refining and marketing of petroleum products.  The Company also
provides tolling and storage terminaling services.  Its assets,
which are in Nixon, Texas, primarily include a 15,000-bpd crude
distillation tower and approximately 1.1 million bbls of petroleum
storage tank capacity.  Pipeline transportation and oil and gas
operations are no longer active.

Blue Dolphin incurred a net loss of $523,000 for the 12 months
ended Dec. 31, 2018, following a net loss of $22.32 million for the
12 months ended Dec. 31, 2017.  As of June 30, 2019, the Company
had $71.14 million in total assets, $78.92 million in total
liabilities, and a total stockholders' deficit of $7.77 million.

UHY LLP, in Sterling Heights, Michigan, the Company's auditor since
2002, issued a "going concern" qualification in its report dated
April 1, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, citing that the Company received
an adverse outcome of arbitration proceedings for which a
settlement has been reached, however the Company has yet to secure
financing for payment of the settlement amount, is in default under
secured loan agreements, has suffered recurring losses from
operations and has a net working capital deficiency. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


BLUE WATER: U.S. Trustee Objects to Disclosure Statement
--------------------------------------------------------
The United States Trustee for Region 21 objects to the disclosure
statement and proposed plan filed by Blue Water Powerboats, Inc.

The U.S. Trustee points out that the Debtor did not timely seek and
obtain an extension of the confirmation deadline in the manner set
for in 11 U.S.C. Section 1121(e)(3).

The U.S. Trustee asserts that the disclosure statement provides
insufficient information regarding the reason for the bankruptcy
proceeding.

The U.S. Trustee complains that the disclosure statement provides
no information regarding the Debtor's employees and salaries paid
to each, including Mr. Pollio, the Debtor's sole shareholder.

According to the U.S. Trustee, the disclosure statement fails to
contain sufficient information and projections relevant to the
creditors' decision to accept or reject the proposed plan.

             About Blue Water Powerboats Inc.

Blue Water Powerboats, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21113) on
September 10, 2018.  At the time of the filing, the Debtor
disclosed that it had estimated assets of less than $50,000 and
liabilities of less than $500,000.  

Judge Mindy A. Mora presides over the case.  The Debtor tapped
David Lloyd Merrill, Esq., at The Associates, as its legal counsel.


BRIDAN 770: Oct. 29 Hearing on Disclosure Statement
---------------------------------------------------
The hearing on approval of the disclosure statement and
confirmation of the plan of Bridan 770, LLC, has been set for
October 29, 2019 at 1:30 p.m., in United States Bankruptcy Court
301 N. Miami Ave. Courtroom #4 Miami, FL 33128.  October 26, 2019
is fixed as the last day for filing and serving written objections
to the disclosure statement and confirmation of the plan.

                       About Bridan 770

Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-20940) on Aug. 29, 2017, estimating $100,000
to $500,000 in both assets and liabilities.  The petition was
signed by its authorized representative, Laurent Benzaquen of AMBR
JJLB Property Management LLC.  Bridan 770, LLC, and
debtor-affiliate JXB 84 LLC, tapped Joel M. Aresty, Esq., P.A., as
counsel.  An official committee of unsecured creditors has not been
appointed in the case.


BVS CONSTRUCTION: CCG Conditionally Objects to Disclosure Statement
-------------------------------------------------------------------
Commercial Credit Group, Inc., a secured creditor, files a
conditional objection to the Disclosure Statement explaining the
Chapter 11 Plan of BVS Construction, Inc.,

CCG points out that the Disclosure Statement fails to disclose the
occurrence of the defaults under the 2019 CC Order that resulted in
the CCG Default Notices.

CCG further points out that the Disclosure Statement fails to
disclose that CCG is entitled to exercise its remedies against the
CCG Collateral without further order of the Court.

CCG asserts that the Disclosure Statement does not provide
reasonably based projections regarding the future business and
income of BVS sufficient to ensure the terms of the Plan can be
feasibly performed.

CCG is willing to work consensually with BVS to attempt to ensure a
Plan can be confirmed, it requires the terms for repayment of the
Obligations under its loan and collateral documents are properly
described and implemented.

CCG will not support the Plan in its current form and if acceptable
revisions are not made and filed with the Court, CCG will opt to
exercise its rights and either repossess or foreclose on the CCG
Collateral.

Attorneys for CCG:

     Patrick L. Hughes, Esq.
     Jarom J. Yates, Esq.
     HAYNES AND BOONE, LLP
     2323 Victory Avenue, Suite 700
     Dallas, TX 75219
     Telephone: 214.651.5000
     Facsimile: 214.651.5940
     Email: patrick.hughes@haynesboone.com
            jarom.yates@haynesboone.com

                    About BVS Construction

B.V.S. Construction Inc., a company based in Bryan, Texas, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-60004) on Jan. 2,
2018.  In the petition signed by Elaine Palasota, president, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.  The Hon. Ronald B. King
oversees the case.  Eric A. Liepins, Esq., at Eric A. Liepins,
P.A., is the Debtor's bankruptcy counsel.


C.T.W. REALTY: Discloses Postpetition Financing Info in New Plan
----------------------------------------------------------------
C.T.W. Realty Corp. filed a First Amended Chapter 11 Plan and
accompanying Disclosure Statement disclosing information on
postpetition financing.

Prior to the Chapter 11 Case, Wilmington Trust made protective
advances to the Debtor so the Receiver could cover expenses related
to the management of the Property.  The Debtor requested that
Wilmington Trust continue making such protective advances
post-petition and, to that end, the Debtor and Wilmington Trust
negotiated an agreement pursuant to which Wilmington Trust agreed,
but is not obligated, to advance the funds necessary for any
post-petition expenses or expenditures for the administration of
the Property.  While the Debtor supported protective advances for
any post-petition expenses, it requested that Wilmington Trust seek
Bankruptcy Court approval for the Receiver to use such advances to
cover pre-petition expenses.

As a result, on July 18, 2019, Wilmington Trust filed its motion
seeking the entry of an
order authorizing it to make protective advances for pre-petition
and post-petition expenses.  Neither the Debtor nor the Office of
the United States Trustee opposed the Financing Motion.

On August 20, 2019, the Bankruptcy Court granted the Financing
Motion. Wilmington Trust's pre- and post-petition protective
advances will be included in Wilmington Trust's Allowed secured
Claim.

Class 3 General Unsecured Claims are impaired. Each holder of an
Allowed Class 3 General Unsecured Claim shall in the event of a
Sale, receive one or more distributions on a Pro Rata basis, up to
one hundred percent (100%) of such Allowed General Unsecured Claim,
in full and final satisfaction of such Allowed General Unsecured
Claim, from the remaining proceeds of the Distribution Fund, if
any, promptly after the payment in full in Cash of all of the
following: (a) Administrative Claims, (b) Fee Claims, (c) the Class
1 Claim, (d) the Class 2 Claim, and (e) Priority Tax Claims, with
no post-Petition Date interest thereon.

Class 2 Secured Claim of Titan Capital are impaired. The Allowed
Secured Claim of Titan Capital shall in the event of a Sale, be
paid from the remaining proceeds of the Distribution Fund, if any,
promptly after the payment in full in Cash of all of the following:
(a) Administrative Claims, (b) Fee Claims, and (c) the Class 1
Claim, provided, however, that if the value of the Property is less
than the amount of the Allowed Secured Claim of Titan Capital, the
balance of such Claim which is not secured by the Property shall be
treated as a Class 3 General Unsecured Claim.

Class 4 Interests are impaired. The Debtor’s Owner, as the sole
holder of an Interest in the Debtor shall, in the event of a Sale,
receive a Pro Rata portion of the remaining proceeds of the
Distribution Fund, if any, after the payment of all classified and
unclassified Allowed Claims. The Debtor’s Owner shall (i) receive
the remaining proceeds of the Distribution Fund, if any, after the
payment of all classified and unclassified Allowed Claims in Cash
from the proceeds of the Distribution Fund, and (ii) retain his
Interest in the Debtor.

The Plan shall be funded with (a) Cash on hand and (b) the net
proceeds of (i) a Sale of the Property pursuant to the Bid
Procedures, (ii) the Refinancing of the Class 1 Claim and/or the
Class 2 Claim or (iii) any other capital raise or other investment
in the Debtor approved by the Bankruptcy Court, or any combination
of the foregoing.

A full-text copy of the First Amended Disclosure Statement dated
September 9, 2019, is available at https://tinyurl.com/y4vtek6t
from PacerMonitor.com at no charge.

A redlined version of the First Amended Disclosure Statement dated
September 9, 2019, is available at https://tinyurl.com/y4wwz4lm
from PacerMonitor.com at no charge.

Counsel for Debtor:

     Steven B. Smith, Esq.
     Meaghan Millan, Esq.
     HERRICK, FEINSTEIN LLP
     2 Park Avenue
     New York, NY 10016
     Telephone: (212) 592-1400
     Facsimile: (212) 592-1500

                    About C.T.W. Realty Corp.

C.T.W. Realty Corp. is a single asset real estate company which was
formed for the ownership and management of that certain commercial
property located at 55-59 Chrystie Street, New York, NY 10002.

On May 6, 2019, Wilmington Trust, N.A., as Trustee for the Benefit
of the Holders of LCCM2017-LC26 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2017-LC26, filed Motion To Excuse
Compliance By Receiver With 11 U.S.C. Sec. 543.  On June 4, 2019,
the Court entered an order granting the Receiver Motion.

C.T.W. Realty Corp., based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 19-11425) on May 1, 2019.  In
the petition was signed by Gary M. Tse, president, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.  Steven B. Smith, Esq., at Herrick Feinstein LLP,
serves as bankruptcy counsel to the Debtor.


CDW LLC: Moody's Rates New Sr. Unsecured Notes 'Ba2'
----------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior unsecured notes to be issued by CDW LLC, a wholly-owned
subsidiary of CDW Corporation. CDW's Ba1 Corporate Family Rating,
stable outlook, and all other ratings are unchanged. Net proceeds
from the new notes will be used to refinance the $525 million of 5%
senior unsecured notes due in 2023 and for general corporate
purposes including related fees and expenses.

Assignments:

Issuer: CDW LLC

Gtd Senior Unsecured Notes, Assigned Ba2 (LGD5)

RATINGS RATIONALE

Given net proceeds of the new debt issuance will be used primarily
to fund the refinancing of the 5% notes due 2023, Moody's expects
CDW's adjusted debt to EBITDA will remain below 2.7x. Ratings
benefit from CDW's consistent track record of revenue growth and
expanding free cash flow resulting in improved leverage. As a
leading multi-brand provider of IT solutions with a history of good
execution, CDW has favorable prospects for continued market share
gains due to its scale, extensive product offering, and broad
market access relative to smaller value-added resellers of IT
products. For the six months ended June 2019, each of CDW's five
U.S. end markets (e.g. government, healthcare), plus operations in
the UK and Canada, contributed to overall 10% revenue growth, while
keeping operating margins at 6%, supported by continued strength in
the refresh cycle for client devices as well as good demand for
cybersecurity, infrastructure modernization, and digital
transformation initiatives.

CDW has reduced leverage over the past several years and Moody's
expects the company to operate within its target range of net
reported debt to EBITDA of 2.5x -- 3.0x (or roughly 2.9x to 3.4x
including Moody's standard adjustments). Moody's also expects
organic revenue growth to continue in the mid-single digit
percentage range or better over the next couple of years.

Nevertheless, Moody's recognizes CDW has reasonably high vendor
concentration among its major suppliers, exposure to the more
volatile spending patterns of small and medium-sized businesses
(SMB) and exposure to budgetary risks of the public sector, which
can heighten the volatility of technology cycles. In addition,
reported net debt to EBITDA of 2.3x as of June 2019 is below the
company's target range, increasing the potential for distributions
or debt financed acquisitions.

The Ba1 CFR takes into consideration CDW's consistent track record
for maintaining financial leverage within its public target range
and adjusted free cash flow to debt in the mid teen percentage
range or better, both of which allow the company to fund growth
investments.

CDW has very good liquidity supported by ample availability under
its secured revolving credit facility, the absence of near-term
debt maturities, and expectations for more than $500 million of
free cash flow despite growing quarterly dividends. Good free cash
flow is supported by relatively stable operating margins (though
low on an absolute basis, similar to other IT distributors) and low
capital intensity with annual capex of less than 1% of revenue.
Moody's expects CDW to remain proactive in its working capital
management and anticipates the company's adjusted cash conversion
cycle will remain below 20 to 21 days, limiting the use of cash (16
days actual as of June 2019).

CDW issues debt at its wholly-owned subsidiary CDW LLC, which holds
all material assets and conducts all business activities and
operations. Ratings for the senior secured term loan (Baa3 LGD2)
and senior notes (Ba2 LGD5) reflect the overall probability of
default of the company, incorporated in the PDR of Ba1-PD, and the
expectation for an average family recovery in a default scenario.

The stable rating outlook reflects CDW's solid performance in its
niche markets, including the company's revenue stream from the
public sector, which counteracts greater fluctuations in corporate
sector revenue, as well as Moody's expectations for continued good
execution of its domestic and international business strategies and
for stable customer and vendor relationships.

Ratings could be upgraded if CDW demonstrates continued revenue and
free cash flow growth, consistent operating margins at current
levels, and a commitment to conservative financial policies
including total adjusted debt to EBITDA being sustained below 2.5x
and adjusted free cash flow to debt above 20%. Ratings could be
downgraded if CDW experiences loss of customers/market share or
pricing pressures due to increasing competition or a weak economic
environment such that margins, interest coverage, or free cash flow
erodes. Adjusted debt to EBITDA being sustained above 3.5x could
also lead to a downgrade.

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

Based in Vernon Hills, IL, CDW is a leading IT products and
solutions provider to business, government, education, and
healthcare customers in the U.S. and Canada. Moody's expects net
revenue to approach $18 billion over the next twelve months.


CHARMING CHARLIE: IP Assets Sold to CJS for $1.1 Million
--------------------------------------------------------
CJS Group LP emerged as the winning bidder for the intellectual
property assets of Charming Charlie Holdings Inc., with its offer
of $1.125 million.  An auction was conducted at the offices of
Cooley LLP on Sept. 11, 2019.  Judge Christopher S. Sontchi
approved the sale at a hearing on Sept. 16.

CJS narrowly beat out the second-highest bid by women's fashion
retailer Cato Corporation, RetailDive said, citing David Peress, an
executive with Hilco Streambank.

CJS Group is a real estate investment company owned by Charming
Charlie founder Charlie Chanaratsopon.

CJS can be reached at:

         Charles Chanaratsopon
         CJS Group L.P.
         1330 Post Oak Blvd., Suite 1200
         Houston, TX 77056
         Tel: 832-216-0088
         E-mail: cchanaratsopon07@gmail.com

Hilco Streambank, an intellectual property advisory firm
specializing in the valuation and sale of intangible assets, was
retained by Charming Charlie to solicit interest in the brand and
related intellectual property assets, including trademarks, domain
names, a sizable customer database and social media assets.

                     About Charming Charlie

Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products.  As of July 12, 2019,
Charming Charlie had both a national, operating 261 locations
across 38 states nationwide.

Charming Charlie Holdings Inc. and its affiliates first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on
Dec. 11, 2017, and emerged from bankruptcy in April 2018.  Kirkland
& Ellis LLP was the Company's legal counsel, Klehr Harrison Harvey
Branzburg LLP was local counsel, AlixPartners LLP was the
restructuring advisor, and Guggenheim Securities, LLC was the
investment banker in the restructuring.

On July 11, 2019, Charming Charlie Holdings and six affiliates each
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11534), this time
with plans to conduct going-out-of-business sales for all stores.

In the new Chapter 11 cases, the Debtors tapped Paul Hastings LLP
as legal counsel; Clear Thinking Group LLC as restructuring
advisor; Klehr Harrison Harvey Branzburg LLP as local bankruptcy
counsel; Hilco Merchant Resources, LLC and SB360 Capital Partners
as sales agents; and Prime Clerk LLC as claims agent.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 19, 2019.  The Committee tapped Cooley LLP as its
lead bankruptcy counsel; Anderson & Corroon LLP as its Delaware
counsel; and Province, Inc. as its financial advisor.


CHECKERS HOLDINGS: Moody's Lowers CFR to Caa2, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Checkers Holdings, Inc.'s
Corporate Family Rating to Caa2 from Caa1 and Probability of
Default Rating to Caa2-PD from Caa1-PD. Moody's also downgraded
Checkers senior secured 1st lien term loan and 1st lien revolver to
Caa1 from B3. The outlook is negative

At the same time, Checkers' Probability of Default Rating was
appended with the "/LD" (limited default) designation. Moody's will
remove the "/LD" designation from the company's PDR after three
days.

On August 21, 2019, Checkers had obtained an amendment with its 2nd
lien bank lenders where these lenders agreed to covert the cash
interest obligation to a payment-in-kind (PIK) interest obligation
on the 2nd lien term loan (about $11 million annually) through the
company's fiscal quarter ending June 30, 2021, at which point the
interest obligation converts back to a cash interest obligation.
Moody's constitutes this as a distressed exchange, which is an
event of default under Moody's definition of default.

In conjunction with the amendment to its 2nd lien credit agreement,
the company's owners, Oak Hill Capital Partners, will invest $25
million of cash equity in the company to fund planned capital
investments and general corporate purposes.

"The Caa2 Corporate Family Rating and negative rating outlook
consider that Moody's believes Checkers' capital structure is
unsustainable in its current form and that the company will
ultimately seek a debt refinancing that would include some
impairment to the lenders." Stated Billy Fahy, a Vice President at
Moody's.

"Despite the cash flow benefits of the conversion to PIK interest
and equity contribution from its owners, and given continued
intense competition and cost pressures, Moody's believes it is
highly unlikely that Checkers can improve it operating performance
to a level that will generate the free cash flow necessary to
service its debt once the PIK feature expires in June 2021," added
Fahy.

Downgrades:

Issuer: Checkers Holdings, Inc.

Probability of Default Rating, Downgraded to Caa2-PD /LD from
Caa1-PD

Corporate Family Rating, Downgraded to Caa2 from Caa1

Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD3) from
B3 (LGD3)

Senior Secured 1st Lien Revolving Credit Facility, Downgraded to
Caa1 (LGD3) from B3 (LGD3)

Outlook Actions:

Issuer: Checkers Holdings, Inc.

Outlook, Remains Negative

RATINGS RATIONALE

Checkers' Caa2 Corporate Family Ratings reflects the company's very
significant leverage with debt/EBITDA on a Moody's adjusted basis
at about 10.5 times for the latest 12-month period ended June 30,
2019. Also considered is the company's weak liquidity profile. Both
leverage and liquidity are the result of a long period of weak
operating performance and steady decline in same store sales trends
Positive credit consideration is given to the company's material
level of brand awareness, reasonable scale and diversified
day-part.

Checkers' ratings could be downgraded if operating performance does
not improve substantially in the relative near-term. A higher
rating would require that Checkers financial results improve to a
level that can support its current capital structure once the PIK
interest requirement converts back to its original cash
requirement,

Checkers Holdings, Inc. is the parent holding company of Checkers
Drive-in Restaurants, Inc. which owns, operates, and franchises
hamburger quick service restaurants under the brand names Checkers
and Rally's Hamburgers. Annual revenues are approximately $300
million. Checkers is owned by Oak Hill Capital Partners and
management.

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.


CHICK LUMBER: Seeks to Use Cash, Pay Adequate Protection
--------------------------------------------------------
Chick Lumber, Inc., asks the U.S. Bankruptcy Court for the District
of New Hampshire to use up to $411,413.09 of cash collateral from
proceeds of inventory, accounts and other cash collateral to pay
costs and expenses, pursuant to a budget, for the period from Sept.
9 through Sept. 30, 2019.
  
The budget provides for $152,053 in total cash disbursements,
$101,181 of which is for supplies payment to vendors; and $6,836 in
sales tax, among others, for the week ending September 16, 2019.
The Debtor projects $150,125 in cash receipts for that period.

The Debtor proposes to pay these record lienholders adequate
protection payments on the week beginning Sept. 23, 2019 as
follows:

    * $4,616.32 to RBS Citizen;
    * $18.50 to BFG Corporation;
    * $898.45 to American Express Bank FSB; and
    * $57.83 also to BFG Corporation.

A copy of the budget is accessible for free at:

      http://bankrupt.com/misc/Chick_Lumber_9_Cash_ExPartMO.pdf

The adequate protection payments are a proxy for the interest that
would accrue on a per diem basis on a loan equal to the unpaid
balance of each claim that is secured or allegedly secured by the
record liens at the rate of 5.25% per annum.
  
Each record lienholder will also be granted a replacement lien on
the Debtor’s post-petition cash collateral for any decrease in
the value of the record lien on cash collateral held by a record
lienholder on the Petition Date.

                       About Chick Lumber

Chick Lumber, Inc., https://www.chicklumber.com/ -- is a dealer of
lumber, plywood, steel beams, engineered wood, trusses, steel and
asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials.  The Company also offers drafting & design,
installation, delivery, outside sales, and plan reading &
estimating services.

Chick Lumber sought Chapter 11 protection (Bankr. D.N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord, New Hampshire.  In the
petition signed by Salvatore Massa, president, the Debtor was
estimated to have between $1 million and $10 million in both assets
and liabilities.  Judge Bruce A. Harwood oversees the case.
WILLIAM S. GANNON PLLC is the Debtor's counsel.


CLYDE EVANS: To Sell Cable Road Property to Pay Velocity
--------------------------------------------------------
Clyde Evans Land Company filed an amended Chapter 11 plan and
accompanying disclosure statement to modify the treatment of the
Secured Claim of U.S. Bank National Association, as Trustee for
Velocity Commercial Capital Loan Trust, 2016-2.

Under the proposed Plan, the Claim of Velocity, or any amended
claim of Velocity, shall be considered fully satisfied upon the
Sale of Cable Road Property and Velocity shall not be entitled to
assert any Claim in this case, whether as a secured claim or
unsecured claim, upon the Sale of the Cable Road Property.

Under the proposed Plan, the Sale of the Cable Road Property shall
be conducted by an Auction in the Foreclosure Action under
procedures agreed to by the Debtor and Velocity. Notwithstanding,
the Debtor shall not unreasonably withhold its consent to the
procedures established for the Auction. For this purpose, it is
contemplated that the Sale of the Cable Road Property will be
conducted by Shaughn T. Daily of Prodigy Properties, after a
marketing period for the property and the establishment of bid
procedures.

Under the budgetary forecast, the Debtor has between $10,440.00 and
10,740.00 per month to fund the Plan.

A full-text copy of the Amended Disclosure Statement dated
September 10, 2019, is available at https://tinyurl.com/yycbsvxz
from PacerMonitor.com at no charge.

A full-text copy of the Amended Disclosure Statement dated
September 10, 2019, is available at https://tinyurl.com/y63n2b2m
from PacerMonitor.com at no charge.

A redlined version of the Amended Disclosure Statement dated
September 10, 2019, is available at  https://tinyurl.com/y5z6vnhy
from PacerMonitor.com at no charge.

Attorneys for Debtor:

     Steven L. Diller, Esq.
     Eric R. Neuman, Esq.
     DILLER & RICE, LLC
     124 E. Main Street
     Van Wert, Ohio 45891
     Telephone: (419) 238-5025
     Facsimile: (419) 238-4705

                About Clyde Evans Land Co.

Clyde Evans Land Company Inc. owns and operates commercial real
estate properties.  The company was incorporated in 1976 and is
based in Lima, Ohio.

Clyde Evans Land Company Inc. filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
18-33906) on Dec. 18, 2018.  In the petition signed by Dave Evans,
president, the Debtor estimated assets of $1 million to $10 million
in assets and liabilities of the same range.  The case is assigned
to Judge Mary Ann Whipple.  The Debtor is represented by Steven L.
Diller, Esq., at Diller and Rice, LLC.


COASTAL INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Coastal International, Inc.
        2832 B. Walnut Avenue
        Tustin, CA 92780

Case No.: 19-13584

Business Description: Coastal International Inc. is a privately
                      held company in Tustin, California.

Chapter 11 Petition Date: September 15, 2019

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Theodor Albert

Debtor's Counsel: Jeffrey I. Golden, Esq.
                  WEILAND GOLDEN GOODRICH LLP
                  650 Town Center Dr Ste 600
                  Costa Mesa, CA 92626
                  Tel: 714-966-1000
                  E-mail: jgolden@wgllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Bruce E. Green, chief executive
officer.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:

      http://bankrupt.com/misc/cacb19-13584.pdf


COLORTREE GROUP: 3 Suppliers Seek Chapter 7 Liquidation
-------------------------------------------------------
Three alleged creditors of Colortree Group, Inc., a 31-year-old
direct mail and printing company that ceased operations in June
2019, have signed a petition to send the company to Chapter 7
liquidation.

The petitioners, Lindenmeyr Munroe, Domtar Corporation, and GE
Richards, filed an involuntary Chapter 7 petition for Colortree
(Bankr. E.D. Va. Case No. 19-34739) on Sept. 11, 2019.

Paper supplier Lindenmeyr Munroe says it is owed $8.008 million,
whereas paper manufacturer Domtar says $155,731 of goods remains
unpaid, and equipment and supplies distributor G.E. Richards says
it's owed $11,041.

The petition is available for download at PacerMonitor.com at
https://is.gd/pZniuA

The creditors' counsel:

        Gregory S. Bean
        GORDON REES SCULLY MANSUKHANI, LLP
        Tel: 757-941-7620
        E-mail: gbean@grsm.com

According to Richmond BizSense, Colortree abruptly shut its
headquarters in Henrico, Virginia, in early June without informing
employees ahead of the closure.

On Sept. 12, 2019, a class action lawsuit -- brought on by a former
employee alleging that the Colortree Group did not give enough
notice of the closure and resulting terminations in accordance with
the WARN Act -- was certified by a U.S. District Court, according
to Richmond BizSense.

Founded in 1998, Colortree Group produces and mails fliers,
postcards, envelopes and other products.  James "Pat" Patterson
purchased Colortree in late 2016 from held by Boathouse Capital, a
Pennsylvania-based investment firm.  Mr. Patterson currently serves
as CEO of Colortree.


COLUMBUS PARTNERS: Hires Confidential Accounting as Accountant
--------------------------------------------------------------
Columbus Partners Community Trust seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Confidential Accounting, Inc., as accountant to the Debtor.

Columbus Partners requires Confidential Accounting to:

   a. prepare and file tax returns;

   b. provide advice, research, and assistance relating to tax
      and financial issues;

   c. prepare and file of sales tax returns;

   d. assist with payroll matters;

   e. maintain financial records and reports; and

   f. perform all other accounting services for Debtor as Debtor-
      in-Possession which may be necessary herein, and it is
      necessary for Debtor as Debtor-in-Possession to employ this
      accountant for such professional services.

Confidential Accounting will be paid based upon its normal and
usual hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Nishi Perra, partner of Confidential Accounting, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Confidential Accounting can be reached at:

     Nishi Perra
     CONFIDENTIAL ACCOUNTING, INC.
     6140 N US Hwy 41
     Apollo Beach, FL 33572
     Tel: (813) 641-3603

              About Columbus Partners Community Trust

Based in Riverview, Fla., Columbus Partners Community Trust is a
single asset real estate that owns the Fort Benning Estates Mobile
Home Park.

Columbus Partners Community Trust filed a voluntary Chapter 11
petition (Bankr. M.D. Fla. Case No. 19-06985) on July 25, 2019.  In
the petition signed by Caleb Walsh, trustee, Columbus Partners
Community Trust disclosed total assets of $3.129 million and total
liabilities of $959,600.  Columbus Partners Community Trust's
counsel is Tampa Law Advocates, P.A.


CONCRETE INVESTMENTS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Concrete Investments, Inc., according to court dockets.
    
                 About Concrete Investments, Inc.

Based in Panama City Beach, Florida, Concrete Investments, Inc.
filed a petition for relief under Chapter 11 of Title 11 of the
United States Code, 11 U.S.C. Secs. 101 (Bankr. N.D. Fla. Case No.
19-50096) on August 2, 2019, listing under $1 million in both
assets and liabilities. Teresa M. Dorr at Zalkin Revell, PLLC is
the Debtor's counsel.


CORE & MAIN: S&P Alters Outlook to Negative, Affirms 'B+' ICR
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on Core &
Main L.P. It also assigned its 'B-' issue-level rating to the new
PIK notes to be issued by Core & Main Holdings L.P. with a recovery
rating of '6'.

Core & Main Holdings, the parent holding company of Core & Main,
plans to issue $400 million in PIK toggle notes due 2024 to fund a
distribution of approximately $395 million to its financial sponsor
owners.  The new debt will cause debt leverage to rise to about
6.8x from 5.4x (fully adjusted for leases) and interest coverage to
fall to about 2.4x from 2.8x under S&P's base case scenario.

Meanwhile, S&P revised its outlook to negative, reflecting the
reduced financial flexibility and cushion in the rating caused by
the increase in debt leverage to close to 7x in order to fund a
distribution to owners.

The negative outlook reflects higher debt leverage and decreased
financial flexibility given the additional debt and interest burden
of the proposed debt. While S&P projects Core & Main will grow
EBITDA and utilize some of its cash flows to reduce debt, a
slowdown in the company's residential or commercial end markets,
materials cost increases, or recessionary pressures could cause
credit metrics to further weaken and interest coverage to fall to
2x, levels that are weak for the current rating.

S&P said, "We could lower our rating to 'B' if the company fails to
reduce debt leverage to 6x or below by the end of 2020 because of
acquisitions, additional shareholder returns, or weaker earnings
from an economic slowdown or unpredictable input costs. We could
also lower the rating if interest coverage deteriorated to close to
2x. Under our base case forecast this could occur if EBITDA margins
were reduced by 50 basis points (bps)."

"We could revise our outlook to stable over the next 12 months if
the company experienced growth in EBITDA and dedicated free cash
flow to debt repayment such that debt/EBITDA trended to 6x and
below, and interest coverage improved toward 3x. Further
improvement in EBITDA margins to about 9.5% could result in these
metrics assuming no other leveraging transactions took place."


CORRIDOR MEDICAL: PCO Files 3rd Interim Report
----------------------------------------------
Susan N. Goodman, the Patient Care Ombudsman, filed a third interim
report.  In late June, the PCO observed that the Debtors changed
the following:

   1. Vendors associated with radiologist reads of x-ray images

   2. Picture Archiving and

   3. Communications System ("PACS") storage

During this process, the Debtors had a period where they were not
able to routinely access stored PACS images. One specific customer
concern was received through dispatch on this issue.

Further, customer response delays were reported, although ultimate
patient safety complaints were not received. In the short term,
PACS access has been restored. No concerns noted. But only a
handful of additional calibrations are planned through the end of
2019.

PCO will engage in additional site visits in the coming report
cycle given the amount of time that has passed since PCO's last
site visits in January 2019.

However, PCO did receive incidental feedback from one of Debtors'
customers during an unrelated site visit in June 2019. But concerns
were denied.

The PCO can be reached at:

     Susan N. Goodman, RN JD
     Pivot Health Law, LLC
     P.O. Box 69734
     Oro Valley, Arizona 85737
     Tel: (520) 744-7061
     Email: sgoodman@pivothealthaz.com

       About Corridor Medical Services

Corridor Medical Services, Inc., provides mobile imaging and
laboratory diagnostic services.  It offers digital x-ray,
ultrasound, EKG, and lab services to nursing homes, hospice
centers, assisted living facilities, clinics, surgery centers,
home-bound patients, and any place with patients who are restricted
to travel.

Corridor Medical Services and its affiliates Correctional Imaging
Services, LLC and CMMS Lab LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case Nos. 18-11569 to
18-11571) on Nov. 30, 2018.   

Corridor Medical Services estimated up to $50,000 in assets and $10
million to $50 million in liabilities as of the bankruptcy filing.

The cases are assigned to Judge Tony M. Davis.

Barron & Newburger, PC, is the Debtors' counsel.


CUSSETTA ROAD: Hires Confidential Accounting as Accountant
----------------------------------------------------------
Cusseta Road Community Trust, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ to
employ Confidential Accounting, Inc., as accountant to the Debtor.

Cusseta Road requires Confidential Accounting to:

   a. prepare and file tax returns;

   b. provide advice, research, and assistance relating to tax
      and financial issues;

   c. prepare and file of sales tax returns;

   d. assist with payroll matters;

   e. maintain financial records and reports; and

   f. perform all other accounting services for Debtor as Debtor-
      in-Possession which may be necessary herein, and it is
      necessary for Debtor as Debtor-in-Possession to employ this
      accountant for such professional services.

Confidential Accounting will be paid based upon its normal and
usual hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Nishi Perra, partner of Confidential Accounting, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Confidential Accounting can be reached at:

     Nishi Perra
     CONFIDENTIAL ACCOUNTING, INC.
     6140 N US Hwy 41
     Apollo Beach, FL 33572
     Tel: (813) 641-3603

                 About Cusseta Road Community Trust

Cusseta Road Community Trust classifies its business as single
asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is
the fee simple owner of Grand Oaks Cusseta Mobile Home Park having
a comparable sale value of $1.88 million.

Cusseta Road Community Trust sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-06986) on July
25, 2019.  At the time of the filing, the Debtor disclosed
$1,946,158 in assets and $283,643 in liabilities.  The case has
been assigned to Judge Caryl E. Delano.  Cusseta Road Community
Trust is represented by Tampa Law Advocates, P.A.


CYRUSONE LP: Moody's Raises CFR to Ba1, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded CyrusOne L.P.'s senior unsecured
and corporate family ratings to Ba1 from Ba2. The upgrade reflects
a meaningful increase in the REIT's scale of operations,
improvement in earnings quality, moderate leverage ratios and
continued demand for data center assets. In the same action,
Moody's assigned a speculative grade liquidity rating of SGL-2 to
CyrusOne L.P. The rating outlook has been revised to stable from
positive.

The following ratings were upgraded:

CyrusOne LP, Senior unsecured debt to Ba1 from Ba2

CyrusOne LP, Corporate Family Rating to Ba1 from Ba2

The following rating was assigned

Speculative Grade Liquidity of SGL-2

Outlook Action:

Outlook changed to Stable from Positive

RATINGS RATIONALE

CyrusOne's credit profile benefits from solid and sustained demand
for data center space, its growing track record as a reliable data
center landlord, its predictable earnings stream and its leverage
neutral funding strategy. The REIT's rating is constrained by the
growing supply pressures in certain US markets, a sizeable
development pipeline and substantial tenant concentration.

Data creation in the digital economy and enterprises moving their
data storage requirements to off-site locations/ cloud networks are
the prime demand drivers for the data center sector. The large
tenants, cloud data center operators, digital content providers and
large IT companies often referred to as hyperscale users, generally
own some of their data center capacity and also lease space from
other landlords like the REITs.

The demand trends are favorable for the sector, but supply is
increasing meaningfully in some markets. Another emerging risk is
that migration to the cloud would further expand the influence of
the hyperscale operators on market dynamics. Moody's expects that
data centers will continue to report healthy revenue growth, but
quarterly leasing volumes would be volatile, tenant concentration
would increase, and margins could be pressured.

CyrusOne's revenues grew rapidly, over 80% between 2016 and the
first half of 2019, annualized however its EBITDA margins have
remained in the low 50% range in part due to competitive pricing
for large hyperscale contracts. The credit quality of the tenant
roster has improved, but concentration has increased meaningfully
with the largest tenant accounting for 21% of the REIT's annual
rental revenue. The landlords have to maintain strong customer
relationships and offer a high quality and reliable product,
contracted power, cooling and connectivity infrastructure in the
case of data centers, as the tenant concentration increases.

The REIT's financial policy is consistent with expectations for the
rating level. Leverage ratios are moderate with net debt to EBITDA
at 5.8x and debt to gross assets of 41%. Fixed charge coverage is
solid at 3.8x, all ratios TTM as of June 30, 2019. Variable rate
debt accounts for a sizeable 45% of its debt outstanding but is not
likely to pressure the REIT's fixed charge coverage ratio given the
near-term outlook for interest rates.

CyrusOne's exposure to development is moderately elevated at about
13% of gross assets. The REIT expects to generate healthy yields on
new investments, but the projects were only 13% preleased as of
June 30, 2019. CyrusOne has funded its development and recent
acquisitions on a leverage neutral basis with new debt/equity
capital and retained cashflows. Given the large pipeline, the REIT
will have to maintain financial flexibility and diversify its
external capital sources to fund its development. As many data
center tenants incorporate environmental impact assessments in
their leasing decisions, REIT landlords like CyrusOne are also
investing in projects that enhance the sustainability quotient of
their portfolios.

CyrusOne's SGL-2 speculative grade liquidity rating reflects
material availability on its $1.7 billion unsecured credit
facility, a large unencumbered asset base and its REIT's large
development pipeline. The REIT has a laddered debt maturity
schedule and there is no debt maturing until March 2022 which is
the initial maturity date for the credit facility.

The stable outlook reflects Moody's expectation that the REIT's
leverage and coverage ratios would remain at about the current
levels. The outlook also incorporates the expectation that
portfolio growth rate would moderate due to the larger asset base
and increased competition, and the REIT will continue to
consolidate its position in the data center segment.

The ratings could be upgraded if the REIT's net debt + preferred to
EBITDA remains below 5.5x, aggregate portfolio occupancy is greater
than 90% and EBITDA margins are greater than 55%, all on a
sustained basis. Lower tenant concentration, largest tenant
accounting for less than 15% of CyrusOne's revenue base, strong
liquidity and a prudent financial strategy are some other factors
that could generate positive rating momentum.

The ratings could be downgraded if CyrusOne's net debt to EBITDA is
higher than 6.0x and its fixed charge coverage declines to below
3.5x. Meaningful deterioration in the REIT's operating metrics
including decline in lease rate, operating margins close to 50% or
a material increase in tenant concentration could also create
negative rating pressure. Material increase in its development
exposure without adequate preleasing, and sizeable leveraged
acquisitions could weaken the cushion on the stable outlook.

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.

CyrusOne, Inc. is the REIT parent of CyrusOne LP, which owns,
develops and operates mission critical data centers leased to large
cloud operators, corporates and financial services clients. As of
June 30, 2019, the REIT headquartered in Dallas, TX, operated 47
data centers with gross asset value of $7.1 billion that were 86%
leased.


DPW HOLDINGS: Ding Gu Reports 15.5% Stake as of Sept. 4
-------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Ding Gu reported that as of Sept. 4, 2019, he
beneficially owns 185,000 shares of common stock of DPW Holdings,
Inc., which represents 15.47 percent of the shares outstanding.

The Reporting Person acquired the securities directly from the
Issuer and in open market transactions using funds from its
personal investment portfolio.

DPW Holdings owns 160,000 shares of the Issuer's common shares that
were purchased in open market transactions.

On May 8, 2019 and July 11, 2019, Mr. Gu acquired an aggregate of
$1,100,000 in principal amount of convertible notes with an
exercise prices of between $4.00 and $8.80.  In connection with the
purchase of the Notes, Mr. Gu also acquired warrants to purchase an
aggregate 25,000 shares of common stock having an exercise price of
$8.00 and $8.80.  The Reporting Person may acquire additional
securities of the Issuer, or retain or sell all or a portion of the
securities then held, in the open market or in privately negotiated
transactions.

Since May 2019, Mr. Gu has been in contact with management of the
Issuer about the management of the Company about certain corporate
governance and capital raising transactions the Company has
undertaken.  In addition, the Reporting Person may engage in
further discussions with management, the board, and other
shareholders of the Issuer and other relevant parties to consider
or explore extraordinary corporate transactions, or other material
changes to the Issuer's business or corporate structure, including
changes in management or the composition of the Board.

The Reporting Person owns notes which may be convertible into
common shares.  The Reporting Person is not reporting beneficial
ownership of the common shares into which the notes are
convertible.

In addition, the Reporting Person owns warrants that are
convertible to an aggregate of 25,000 common shares at exercise
prices ranging from $8 to $8.80 per share and owns an aggregate of
160,000 common shares.

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

                      https://is.gd/DklkPw

                       About DPW Holdings

DPW Holdings, Inc., formerly known as Digital Power Corp. --
http://www.DPWHoldings.com/-- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies that hold global potential.  Through its wholly owned
subsidiaries and strategic investments, the company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles.  In
addition, the company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW Holdings'
headquarters is located at 201 Shipyard Way, Suite E, Newport
Beach, CA 92663.

DPW Holdings incurred a net loss of $32.98 million in 2018,
following a net loss of $10.89 million in 2017.  As of June 30,
2019, the Company had $52.42 million in total assets, $30.57
million in total liabilities, and $21.84 million in total
stockholders' equity.

Marcum LLP, in New York, the Company's auditor since 2016, issued a
"going concern" qualification in its report dated April 16, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, stating that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


EAGLE ENTERPRISES: Hires AOP Financial as Accountant
----------------------------------------------------
Eagle Enterprises, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ AOP Financial &
Taxes, Inc., as accountant to the Debtor.

Eagle Enterprises requires AOP Financial to:

   a. provide analysis of the financial situation, and render
      advice and assistance to the Debtor in preparing tax
      returns and financial documents;

   b. give the Debtor accounting and tax advice with respect to
      its powers and duties as Debtor and Debtor-in-Possession in
      the continued operation of its business and management of
      its property;

   c. prepare necessary tax or accounting forms; and

   d. perform all other accounting and tax services for the
      Debtor as Debtor-in-Possession which may be necessary
      herein, and it is necessary for the Debtor as Debtor-in-
      Possession to employ the firm for such professional
      services.

AOP Financial will be paid based upon its normal and usual hourly
billing rates.

AOP Financial rendered tax services to the Debtor for the years
2017 and 2018, and billed $1,739.20 for post-petition preparation
of such returns, which was paid by Copper Shark Electrical LLC.
The firm is still owed $150 for such services.

AOP Financial will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Frank Carosella, a partner at AOP Financial & Taxes, Inc., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

AOP Financial can be reached at:

     Frank Carosella
     AOP FINANCIAL & TAXES, INC.
     1330 Braddock Place, Suite 540
     Alexandria, VA 22314
     Tel: (813) 961-2040

                    About Eagle Enterprises

Eagle Enterprises, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07116) on July 29,
2019.  In the petition, Eagle Enterprises was estimated to have
assets of less than $1 million and liabilities of less than
$500,000 as of the bankruptcy filing.  The case is assigned to
Judge Catherine Peek Mcewen.  Eagle Enterprises is represented by
Michael Barnett, P.A.


EMERGE ENERGY: Prepetition Notes Holders to Get 38-55% Under Plan
-----------------------------------------------------------------
The Bankruptcy Court has approved the disclosure statement
explaining the joint Chapter 11 plan of reorganization of Emerge
Energy Services LP and its debtor a Delaware limited partnership
with its primary headquarters in Fort Worth, Texas, and the other
debtors and debtors in possession, submit this Disclosure
Statement.

The hearing to consider confirmation of the Plan will be on October
24, 2019 at 1:00 p.m. (prevailing Eastern Time).  The deadline for
filing and serving objections to confirmation of the Plan will be
October 11, 2019 at 4:00 p.m. (prevailing Eastern Time).

Class 5 Prepetition Notes Claims are impaired.  The Plan projects
38-55% recovery to holders of Class 5 claims.

Class 6 General Unsecured Claims are impaired.  The Plan projects
0.4-1.3% recovery to holders of Class 6 claims.

A full-text copy of the First Amended Disclosure Statement dated
September 11, 2019, is available at https://tinyurl.com/y6yndn3x
from PacerMonitor.com at no charge.

A full-text copy of the Revised Disclosure Statement dated
September 10, 2019, is available at https://tinyurl.com/y56rel4o
from PacerMonitor.com at no charge.

A blacklined version of the Revised Disclosure Statement dated
September 10, 2019, is available at https://tinyurl.com/y4f8sqyj at
KCCLLC.com at no charge.

Counsel for the Debtors:

     John H. Knight, Esq.
     Paul N. Heath, Esq.
     Zachary I. Shapiro, Esq.
     Brett M. Haywood, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, Delaware 19801
     Telephone: (302) 651-7700
     Facsimile: (302) 651-7701

        -- and --

     George A. Davis, Esq.
     Keith A. Simon, Esq.
     Hugh K. Murtagh, Esq.
     Liza L. Burton, Esq.
     LATHAM & WATKINS LLP
     885 Third Avenue
     New York, New York 10022
     Telephone: (212) 906-1200
     Facsimile: (212) 751-4864

                 About Emerge Energy Services LP

Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged
in the mining, processing and distributing silica sand, a key input
for the hydraulic fracturing of oil and gas wells.  The Debtors
conduct their mining and processing operations from facilities
located in Wisconsin and Texas.  In addition to mining and
processing silica sand primarily for use in the oil and gas
industry, the Debtors also, to a lesser degree, sell their sand for
use in building products and foundry operations.  Emerge Energy was
formed in 2012 by management and affiliates of Insight Equity
Management Company LLC and its affiliated investment funds.

Emerge Energy Services and its affiliates protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563)
on July 15, 2019.

As of Sept. 30, 2018, the Debtors had total assets of $329,385,000
and total liabilities of $266,077,000.

The Debtors tapped Richards, Layton & Finger, P.A. and Latham &
Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as
financial advisor; and Kurtzman Carson Consultants LLC as claims
and noticing agent and administrative advisor.  The Debtors also
hired Ankura Consulting Group LLC to provide interim management
services.


ENTRANS INTERNATIONAL: Moody's Alters Outlook on B2 CFR to Neg.
---------------------------------------------------------------
Moody's Investors Service affirmed its ratings for EnTrans
International, LLC, including the company's B2 Corporate Family
Rating, B2-PD Probability of Default Rating and the B3 rating for
the senior secured first lien term loan due 2024. The outlook was
changed to negative from stable.

The change in outlook to negative reflects weaker than expected
results year-to-date combined with three consecutive quarters of
declining backlog in both the transportation and oil & gas
equipment segments which typicially is an indicator of revenue and
EBITDA pressure going forward. The company also closed its 2018
refinancing with a higher mandatory amortization rate on its senior
secured term loan than what was initially anticipated, which along
with the potential EBITDA pressure, has muted its expectation for
future cash flow generation and increases the likelihood of
reliance on its ABL to meet liquidity needs.

"EnTrans needs to build liquidity to cope with its aggressive debt
repayment schedule while also demonstrating it can generate revenue
and earnings growth despite the recently diminished demand from its
customers evident in the current backlog," said Moody's lead
analyst Andrew MacDonald.

Affirmations:

Issuer: EnTrans International, LLC

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Gtd Senior Secured First Lien Term Loan, Affirmed B3 (LGD4)

Outlook Actions:

Issuer: EnTrans International, LLC

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

EnTrans B2 CFR reflects the company's exposure to cyclical end
markets in the oil and gas industry (15% of revenue) that are tied
to the North American upstream industry. Given this, earnings
volatility is anticipated long term, similar to what occurred in
2016 when revenue declined nearly 40%. The rating also considers
the company's modest size at $618 million, narrow operating scope,
geographic concentration in North America (97% of FY18 revenue),
and exposure to raw material costs, mainly aluminum and stainless
steel. Supporting the rating is Moody's expectation that the
current backlog will drive demand through early 2020. Leverage for
the twelve months ended June 30, 2019 was modest at approximately
5.0 times (Moody's adjusted debt-to-EBITDA), and is expected to
remain around 5.0 times during the next 12 to 18 months. Interest
coverage, as measured by EBITA-to-interest (Moody's adjusted), is
expected be 1.6 times during the next 12 to 18 months. The rating
also benefits from the company's adequate liquidity profile,
including roughly $45 million of availability on its $75 million
asset-based-lending facility due 2023 and anticipated free cash
flow-to-debt in the mid-single digits, a leading market presence
with good brand recognition, and Moody's expectation that the
company will maintain a conservative balance sheet despite private
equity ownership.

The negative outlook reflects the risk the uncertainty in EnTrans'
end markets could accelerate and lead to a more pronounced downturn
that could result in higher leverage and weaker liquidity
provisions including increased ABL reliance and negative free cash
flow. The outlook could be changed to stable if the company is able
to generate mid-single digit revenue growth while improving its
total cash and revolver availability during the next 12 to 18
months.

Ratings could be downgraded if weakening end market demand is
expected or revenue and earnings growth stalls such that leverage
is sustained above 5.0 times or interest coverage falls below 1.75
times. Deteriorating liquidity, including any erosion in free cash
flow generation and/or reliance on the ABL facility could also lead
to downward rating pressure.

For a rating upgrade, Moody's would need to see material revenue
growth, improved diversification of end markets or evidence of an
ability to withstand cyclical downturns, and debt-to-EBITDA
sustained below 3.5 times while maintaining a good liquidity
profile.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

EnTrans International, LLC is a North American based manufacturer
of energy and transportation equipment as well as a provider of
aftermarket tank trailer services and parts. Products include
aluminum and stainless steel tank trailers, specialty trailers, and
a diverse range of oil and gas equipment. The company operates
under brands names including Heil Trailer, Polar, Kalyn Sibert,
Jarco and Serva and is considered to be a leading supplier of tank
trailers in North America within the petroleum, dry bulk, stainless
steel and aluminum categories. The company was formed from the
combination of Polar, Heil Trailer, and SERVA, with nearly 90% of
sales in the US. The company also owns 35% of SJS, a venture with
Chinese state owned Sinopec Limited, which manufactures frack
equipment sold in China and exported to North America. The company
is owned by private equity firm American Industrial Partners (AIP).
Pro forma sales for the twelve months ended June 30, 2019 were $618
million.


EXCEL FITNESS: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned first time ratings to Excel
Fitness Holdings, Inc. including a Corporate Family Rating at B3, a
Probability of Default Rating at B3-PD and first lien bank credit
facilities ratings at B3. The outlook is stable.

Proceeds from the proposed $260 million first lien term loan will
be used to refinance Excel Fitness' existing debt, fund a $123
million distribution to shareholders and pay related fees and
expenses. This distribution to shareholders will largely repay its
private equity owner's investments to date. At the same time, Excel
Fitness is raising a $10 million five year revolving credit
facility.

The following ratings are assigned:

Issuer: Excel Fitness Holdings, Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

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

Senior Secured First Lien Revolving Credit Facility, Assigned B3
(LGD3)

Outlook Actions:

Issuer: Excel Fitness Holdings, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Excel Fitness' B3 CFR reflects its small scale with revenues of
roughly $130 million, high leverage and modest interest coverage.
Pro forma for the incremental debt raise and a full year of
earnings related to the 2018 club acquisitions, Moody's lease
adjusted debt/EBITDA is about 6.5x and EBITA/interest expense is
about 1.1x for the twelve months ended June 30, 2019. Excel
Fitness' majority ownership by a private equity firm and its
aggressive financial policy which supports debt financed
distributions to shareholders and acquisitions-- are credit
constraints. The rating is also constrained by the limited source
of alternative liquidity available to the company given the very
small size of the proposed revolving credit facility relative to
the company's planned capital expenditures and pro forma interest
expense. The rating also reflects Excel Fitness' moderate
geographic concentration and the high business risks associated
with the highly fragmented fitness club industry including low
barriers to entry, high membership attrition rates, and exposure to
shifts in consumer spending and economic cycles.

However, Excel Fitness' B3 CFR is supported by its franchise
relationship with Planet Fitness, the US' largest fitness club
chain that has a well-recognized national brand name. The CFR also
recognizes Excel Fitness' consistently solid performance in key
operating metrics such as positive comparable-club revenue growth
driven mainly by membership counts, steadily growing club count and
an ability to maintain profitability at mature clubs. This solid
operating performance supports the company's ability to improve
debt/EBITDA to about 5.5x by the end fiscal 2020. However, Moody's
notes that Excel Fitness' willingness to finance a distribution
with shareholders increases the risk that financial policy could
support further increases in debt which could stall any potential
improvement in leverage. The rating is also supported by Moody's
expectation for a moderate level of industry growth over the next
12-18 months, supported by the US economic expansion and market
growth, largely driven by the Planet Fitness franchise. Additional
support is provided by the longer term positive fundamentals for
the fitness club industry such as its apparent under penetration
and an increased awareness of the importance of fitness.

The stable outlook reflects that Excel Fitness will continue to
generate solid comparable club revenue growth while maintaining its
current EBITA margin and attrition rates. The outlook also
acknowledges that Excel Fitness will be able to finance its growth
capital expenditures with internal sources of liquidity and will
not need to borrow under its revolving credit facility.

Ratings could be upgraded if Excel Fitness maintains mid-single
digit comparable club revenue growth while executing on its
expansion strategy. An upgrade would also require operating
performance and financial policies that support debt/EBITDA
sustained below 6.0x, EBITA/interest expense above 1.25x and a
larger revolver commitment which would support its overall
liquidity profile.

Ratings could be downgraded if Excel Fitness' experiences a
slowdown in comparable club revenue growth to less than 1% or a
weakening in its competitive position. Lower ratings could also be
considered if Excel Fitness experiences any deterioration in
liquidity. Quantitatively, ratings could be downgraded should
debt/EBITDA remain above 7.5x.

The proposed first lien term loan is expected to have no financial
maintenance covenants while the proposed revolving credit facility
will contain a springing maximum first lien leverage ratio that
will be tested when the revolver is more than 35% drawn. In
addition, the proposed bank credit facilities are expected to
contain incremental facility capacity up to the greater of $44.25
million and 75% of Consolidated Adjusted EBITDA, plus an additional
amount subject to either a 4.25x pro forma First Lien Ratio, or a
4.75x Junior Lien Ratio, or a 5.0x Unsecured Ratio. In addition,
Excel Fitness will have the ability to release a guarantee when a
subsidiary is not wholly owned and there will be no step downs in
the asset sale prepayment requirements. The document is also likely
to include "blocker" provisions which provide additional
restrictions on top of the covenant carve-outs limiting the ability
to transfer intellectual property to unrestricted subsidiaries.

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

Headquartered in Austin, TX, Excel Fitness is a franchisee of 72
Planet Fitness clubs across six states with over 555,000 members.
It has three area development agreements which support further
development with Planet Fitness. Excel Fitness is owned by Altamont
Capital Partners (slight majority) with management (including
certain founders) owning the remaining equity stake. Pro forma
revenues are $130 million.

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


F & S ASSOCIATES: Sept. 30 Hearing on 2nd Amended Plan Outline
--------------------------------------------------------------
A hearing was held on Sept. 11 on the approval of the disclosure
statement explaining F & S Associates Limited Partnership's Chapter
11 Plan of Reorganization.  The Court directed the Debtor to file a
second amended disclosure statement and a redlined version of the
amended plan by Sept. 20.  Objections are due Sept. 26, 2019.  A
hearing on the second amended Disclosure Statement will be held on
Sept. 30.

Prior to the Sept. 11 hearing, the Debtor filed an amended
disclosure statement proposing that Class 7 - Allowed General
Unsecured Claims are impaired. After all holders of Allowed
Administrative Expense Claims and Allowed Class 1 through 6 Claims
have received payment of the full amount of such Allowed Claims as
provided in the Plan, each holder of an Allowed Class 7 Claim shall
receive a Pro Rata distribution from Available Cash until such
Allowed Class 7 Claims are paid in full.

The Plan shall be funded by Available Cash from the sale of the
Real Property to Purchaser or Purchasers.

A full-text copy of the Amended Disclosure Statement dated
September 10, 2019, is available at https://tinyurl.com/y67jxnvf
from PacerMonitor.com at no charge.

Counsel to the Debtor:

     Michael Coyle, Esq.
     The Coyle Law Group LLC
     7061 Deepage Drive, Suite 101-B
     Columbia, MD 21045
     Tel: (443) 545-1215

                 About F & S Associates LP

F & S Associates Limited Partnership based in Columbia, MD, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 19-14947) on April 11,
2019.  In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.  The Hon. David E. Rice
oversees the case.  The Coyle Law Group LLC serves as bankruptcy
counsel to the Debtor.


FACTORY DIRECT LOGISTICS: Unsecureds to Recoup 10% Under Plan
-------------------------------------------------------------
Factory Direct Logistics, LLC, filed a Chapter 11 Plan and
accompanying Disclosure Statement on August 30, 2019.

General unsecured claims are not secured by property of the estate
and are not entitled to priority under Section 507(a) of the
Bankruptcy Code.  The Debtor has divided these claims into two
classes. Allowed claims over $1,000.00 shall be paid in Class 3a.
Allowed claims of $1,000.00 or less shall be paid in Class 3b.
Class 3b is deemed a convenience class pursuant to Section 1122(b)
of the Bankruptcy Code.

The following chart identifies the Plan's proposed treatment of
Classes 3a and 3b contain general unsecured claims.

General Unsecured Claims - Allowed Claims over $1,000.00

Total amount of claims = $1,714,561.45

Holders of general unsecured claims over $1,000.00 shall receive
10% of their allowed claims pro rata on a quarterly basis for 3
years beginning on the first day of the first full quarter in the
third calendar year after the Effective Date of the Plan.

Total to be paid through Plan: $174,561.00

General Unsecured Claims - Allowed Claims of $1,000.00 or less

Total amount of claims = $6,413.18

Holders of general unsecured claims of $1,000.00 or less shall
receive 100% of their claims without interest on the Effective
Date.

Total to be paid through Plan: $6,413.18

Other than the capital investment from the sale of the membership
interests in the Reorganized Debtor, the source of payments will be
the future receipts of the Debtor after payment of expenses.

A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y55vn9za from PacerMonitor.com at no charge.

Attorneys for the Debtor:

     Robert R. Benjamin, Esq.
     Beverly A. Berneman, Esq.
     Anthony J. D'Agostino, Esq.
     GOLAN CHRISTIE TAGLIA LLP
     70 W. Madison, Ste. 1500
     Chicago, IL 60602
     Tel: 312-263-2300
     Fax: 312-263-0939

                    About Factory Direct Logistics

Factory Direct Logistics, LLC, which conducts business under the
name FDL Fasteners, LLC, manufactures fasteners, special parts, and
trailer components.

Based in Schaumburg, Illinois, Factory Direct Logistics filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-05484) on March
1, 2019.  At the time of the filing, the Debtor estimated assets of
$1 million to $10 million and liabilities of the same range.  The
case is assigned to Judge Lashonda A. Hunt.  Robert R. Benjamin,
Esq., Beverly A. Berneman, Esq., and Anthony J. D'Agostino, Esq.,
at Golan Christie Taglia LLP, serve as the Debtor's bankruptcy
attorneys.


FORT BRAGG CAROLINA: Hires Confidential Accounting as Accountant
----------------------------------------------------------------
Fort Bragg Carolina Trust seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Confidential
Accounting, Inc., as accountant to the Debtor.

Fort Bragg Carolina requires Confidential Accounting to:

   a. prepare and file tax returns;

   b. provide advice, research, and assistance relating to tax
      and financial issues;

   c. prepare and file of sales tax returns;

   d. assist with payroll matters;

   e. maintain financial records and reports; and

   f. perform all other accounting services for Debtor as Debtor-
      in-Possession which may be necessary herein, and it is
      necessary for Debtor as Debtor-in-Possession to employ this
      accountant for such professional services.

Confidential Accounting will be paid based upon its normal and
usual hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Nishi Perra, a partner at Confidential Accounting, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Confidential Accounting can be reached at:

     Nishi Perra
     CONFIDENTIAL ACCOUNTING, INC.
     6140 N US Hwy 41
     Apollo Beach, FL 33572
     Tel: (813) 641-3603

                About Fort Bragg Carolina Trust

Fort Bragg Carolina Trust filed a voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03388) on
April 15, 2019, estimating under $1 million in both assets and
liabilities. The case is assigned to Judge Caryl E. Delano.
Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., is serving
as the Debtor's counsel.

The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case.


FOUR THE BOYS: Unsecureds to Get $67K Over 84 Months
----------------------------------------------------
The hearing to consider approval of the Disclosure Statement
explaining the Chapter 11 Plan of Four the Boys II, LLC, is set for
Oct. 15, 2019 at 02:00 PM.  Objections are due by Oct. 1.

Class 1 - Secured Claim of U.S. Bank, N.A. are impaired, secured by
a first mortgage on the Debtor's Real Property located at 356 Bay
Lane, Mantoloking, NJ 08738.  The arrears due on such claim of
$710,145.24 shall be paid over a seventy-two (72) month period, in
monthly payments of $9,863.13 commencing the month subsequent to
the Effective Date and the balance of the claim shall be paid in
accordance with the Mortgage Note.

Class 2 - Secured Claim of JGS Advisors, LLC, are impaired, secured
by a second mortgage on the Debtor's Real Estate located at 356 Bay
Lane, Mantoloking, NJ 08738. The secured claim of JGS Advisors, LLC
will be partially crammed down to $251,999.85 and shall be paid
over a seventy-two (72) month period, in monthly payments of
$3,500.00 commencing the month subsequent to the Effective Date.

Class 3 - General Unsecured Claims are impaired with total amount
of claims $1,353,000.15. Payment in the amount of ($67,650.00) over
a (84) month term in monthly payments of $805.35 commencing with
the month subsequent to the Effective Date.

Class 4 - Four the Boys II, LLC. Paid to the extent available after
payment of all other creditor claims.

The Plan will be funded by the contributions from the Debtor’s
principal.

A full-text copy of the Disclosure Statement dated September 10,
2019, is available at https://tinyurl.com/y2fk6qjd from
PacerMonitor.com at no charge.

                     About Four the Boys II

Four the Boys II, LLC, based in Mantoloking, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 19-19708) on May 13, 2019.  The
petition was signed by James J. Hopkins, III, managing member.  In
its petition, the Debtor disclosed $1,305,000 in assets and
$2,998,833 in liabilities.  The Hon. Christine M. Gravelle oversees
the case.  Eugene D. Roth, Esq., at the Law Office of Eugene D.
Roth, serves as bankruptcy counsel to the Debtor.


FRISELLA DESIGN: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Frisella Design, LLC, according to court dockets.
    
                       About Frisella Design
  
Frisella Design, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07729) on Aug. 15,
2019.

At the time of the filing, the Debtor had estimated assets of
between $50,001 and $100,000 and liabilities of between $100,001
and $500,000.  
  
The case has been assigned to Judge Caryl E. Delano.  The Debtor is
represented by Steven M. Fishman, PA.


FRONTIER COMMUNICATIONS: Debt Payments Ease Bankruptcy Concerns
---------------------------------------------------------------
The Wall Street Journal reported that Frontier Communications Corp.
on Sept. 16, 2019, was set to make roughly $320 million of debt
payments, at least temporarily easing fears of a near-term
bankruptcy filing for the company.

According to the Journal, though not all investors owed interest
payments had received them on Monday morning, Frontier bondholders
said they were informed by custodial banks that the cash was being
transferred, ending weeks of speculation about whether the company
would pay coupons on several bonds, including large issues due in
2022 and 2025.

Given Frontier's roughly $17 billion debt load and struggles to
cope with cord-cutting customers, investors and analysts have long
considered it possible that the wireline telecom
company might end up in bankruptcy.  Speculation, though,
intensified in recent months after the company appointed
restructuring experts to its board, said it wouldn't take questions
on its second-quarter earnings call and adopted a decidedly
negative tone on that call compared with previous communications.

The upfront cost of credit-default swaps insuring $10 million of
Frontier bonds against default for one year was around $3.5 million
Monday, according to data provider IHS Markit.  That was roughly
unchanged from Friday but more than triple the cost of default
insurance at the start of the year.

A Frontier bond maturing in 2025 traded on Monday at 54.25 cents on
the dollar, up slightly from 53.25 cents on Friday, according to
MarketAxess. The company's stock was up 6.7% at $1.12 in midday
Monday trading.

Market-based signals that Frontier could file for bankruptcy in the
relatively near future are notable because Frontier still generates
free cash flow and doesn't face significant debt maturities until
2022.

The Journal notes that some Frontier bondholders have argued that
Frontier should pursue an out-of-court debt swap before it
considers bankruptcy.

In a letter to Frontier's board in June, hedge fund manager
Aurelius Capital Management LP urged the company to launch an
exchange offer specifically to holders of its 2022, 2023 and some
2025 bonds — giving them secured debt and possibly cash at "a
value approximately 10% above" the market value of the existing
bonds.

Aurelius said it owned a "substantial amount" of Frontier 2022 and
2023 bonds and was also exposed to Frontier as a shareholder and
seller of credit-default-swap protection — meaning it would need
to pay out insurance proceeds if the company defaulted.  In the
letter, Aurelius said it saw "no defensible basis" for the company
to file for chapter 11 protection without first attempting an
exchange offer.

However, holders of longer-term bonds, led by GoldenTree Asset
Management LP, have threatened to sue Frontier if it pursued that
strategy. Those holders could potentially benefit from a bankruptcy
that valued their bonds at a price higher than where they currently
trade.  They could, though, be hurt by an exchange that made their
bonds second in line to be paid in a future bankruptcy after new
secured debt offered to the 2022 and 2025 bondholders.

Some of Frontier's troubles stem from a $10.5 billion acquisition
in 2016 of phone and internet lines from Verizon Communications
Inc. That deal doubled Frontier's revenue and provided millions of
new customers, including 1.6 million subscribers on the fiber-optic
service Fios.  But the integration with its existing business lines
has been problematic.

                 About Frontier Communications

Headquartered in Norwalk, Connecticut, Frontier Communications
Corporation (NASDAQ: FTR) -- http://www.frontier.com/-- is a
provider of communications services to urban, suburban, and rural
communities in 29 states.  Frontier offers a variety of services to
residential customers over its fiber-optic and copper networks,
including video, high-speed internet, advanced voice, and Frontier
Secure digital protection solutions.  Frontier Business offers
communications solutions to small, medium, and enterprise
businesses.

The Company incurred net losses of $643 million in 2018, $1.80
billion in 2017, and $373 million in 2016.

                            *    *    *

As reported by the TCR on Aug. 14, 2019, Moody's Investors Service
downgraded the corporate family rating of Frontier Communications
Corporation to Caa2 from Caa1 and the probability of default rating
to Caa3-PD from Caa1-PD.  The downgrade of the CFR reflects an
updated assessment of the company's probability of default and
recovery expectations following weak second quarter 2019 revenue
and EBITDA results, continued negative net customer addition trends
and reduced expectations regarding cost efficiency programs going
forward.

In July 2019, Fitch Ratings downgraded the Issuer Default Rating of
Frontier Communications Corporation and its subsidiaries to 'CCC'
from 'B-'.  The downgrade reflects Fitch's opinion that Frontier
has limited options with respect to $2.7 billion in maturities in
2022 and nearly $900 million in 2023.

S&P Global Ratings lowered the issuer credit rating on U.S.-based
telecommunications service provider Frontier Communications
(Frontier) and its issue-level rating on the company's senior
unsecured debt to 'CCC' from 'CCC+' based on a higher risk of
default, as reported by the TCR on June 26, 2019.


GAETANO ENTERPRISES: Court Conditionally OKs Disclosure Statement
-----------------------------------------------------------------
The Bankruptcy Court approved Gaetano Enterprises, LLC d/b/a
Saccone's Pizza & Subs' motion for conditional approval of the
disclosure statement explaining the Amended Chapter 11 Plan filed
by are conditionally approved.

October 17, 2019 at 1:00 p.m. (CT), at the U.S. Bankruptcy Court,
Courtroom No. 2, 903 San Jacinto Blvd., Austin, Texas, is fixed as
the time and place of the hearing on confirmation of the Amended
Plan combined with final approval of the disclosures set forth in
the Amended Plan, and any objections thereto.

October 9, 2019 at 5:00 p.m. (CT) is fixed as the last day for
filing and serving objections to final approval of the disclosures
set forth in the Amended Plan.

October 9, 2019 at 5:00 p.m. (CT) is also fixed as the last day for
submitting ballots for acceptance or rejection of the Amended
Plan.

October 9, 2019 at 5:00 p.m. (CT) is also fixed, pursuant to
Bankruptcy Rule
3020(b)(1), as the last day for filing and serving written
objections to confirmation of the Amended Plan.

Class 2 - Priority Claims are impaired. The Class 2 claims, if any,
shall be paid in two payments: one-half of the amount due will be
paid on the Effective Date; and (ii) the remainder will be paid on
the first day of the first month following the Effective Date.

Class 5 - Claims of On Deck Capital, Inc. and Celtic Bank are
impaired. On Deck and Celtic Bank will be paid as Class 9 creditors
pro rata with the other members of this Class. The liens of On Deck
and Celtic Bank shall not be preserved.

Class 7 - Unsecured Claims Under $500 - Administrative Convenience
Class are impaired. Creditors in this Class with Allowed Claims
will be paid in full without interest within seven days after the
Effective Date. If a Claim is disputed and Debtor timely files an
objection to the Claim, it will be paid within seven (7) days of an
Order allowing the claim becoming final and non-appealable.

Class 8 - Unsecured Vendor Claims are impaired. A Creditor in this
Class will be paid the amount of their Allowed Claim without
interest prior to creditors with General Unsecured Claims over six
months beginning on the second month after the Effective Date if it
extends 30-day credit terms to Debtor beginning after the Effective
Date. If a Creditor in this Class does not wish to extend Debtor
the same terms it enjoyed Pre-Petition, it will be paid pro-rata
along with the Class 9 General Unsecured Creditors beginning in
month eight of the Plan and continuing until paid in full without
interest.

Class 9 - General Unsecured Claims are impaired. Allowed Class 9
Claims will be paid in full without interest over approximately 38
months. Debtor will pay a total of approximately $168,742.41
pro-rata to creditors based on the allowed amount their claims.
Payments will be made bi-monthly with the first payment due and
payable in the eighth month after the Effective Date and continue
bi-monthly until the date all Allowed Claims are paid in full
without interest.

Class 10 - Claims of Daniel Saccone for the Benefit of the Debtor
are impaired. Payments in the amount of $4,500 per month will be
paid to Class 10 will begin on the 1st day of the first month after
Class 9 claims have been paid in full and continue monthly until
the claim in this class are paid in full.

The Debtor shall pay the claims of its creditors from revenue
generated by Saccone's Pizza & Subs.  If and when Debtor's property
in Giddings is sold and closes, net proceeds less a $10,000 reserve
will be applied to monthly payments to accelerate the payout to
creditors. The Debtor may also pay in excess of the sums allocated
to Classes 8, 9 and 10 as long as the payments are made pro-rata to
all claimants in a class and the classes are paid in order of the
priority set forth herein.

A full-text copy of the Amended Disclosure Statement dated
September 9, 2019, is available at https://tinyurl.com/y2vvazqf
from PacerMonitor.com at no charge.

A full-text copy of the Plan dated August 21, 2019, is available at
https://tinyurl.com/yy28jzxl from PacerMonitor.com at no charge.

                About Gaetano Enterprises

Gaetano Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-10115) on Jan. 28,
2019.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000.  The case
is been assigned to Judge H. Christopher Mott.  Barron & Newburger,
P.C., is the Debtor's counsel.


GRANITE HOLDINGS: Moody's Rates Unsec. Notes Due 2027 'Caa1'
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Granite
Holdings US Acquisition Co. senior unsecured notes due 2027. All
other ratings, including Howden's B2 Corporate Family Rating and a
B2-PD Probability of Default Rating, as well as the B1 ratings for
the company's senior secured credit facilities, are unaffected by
this action. The outlook is stable. Proceeds from the rated
unsecured notes, along with its recently closed term loan and new
equity contributions, will fund the acquisition of Howden --
currently Colfax Corporation's Air & Gas Handling business -- by
affiliates of KPS Capital Partners for approximately $1.7 billion.

The following is a summary of Moody's rating action:

Assignments:

Issuer: Granite Holdings US Acquisition Co.

Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6)

RATINGS RATIONALE

Howden's ratings reflect high leverage that result from acquisition
financing, risks associated with its transition to stand-alone
operations after is separated from Colfax, and uncertainty relating
to M&A activities and financial policy under new private equity
ownership. The ratings also positively consider the company's scale
and leadership position in the gas handling equipment sector,
expectations for good liquidity and solid free cash flow
generation, and relatively strong margins.

The new senior unsecured notes are rated Caa1, two notches below
the CFR, reflecting the significant amount of secured debt,
primarily represented by the senior secured credit facilities, that
have priority claims in Howden's pro forma capital structure.

The stable ratings outlook reflects Moody's expectation that Howden
will sustain modest revenue growth and maintain EBITA margins in
the low-teens percentage range through 2020, with no material
disruption in operations from the spin-off. Debt-to-EBITDA is
likely to remain in the mid- to high-5x range through 2020, with
excess cash flows augmenting incremental debt issuance as a means
to fund inorganic growth in the form of modestly-sized acquisitions
that will not materially increase leverage.

The ratings could be upgraded if Howden further diversifies its
product and revenue base without materially increasing integration
risk or leverage, while sustaining EBITA margins in the mid- to
upper-teens, increasing free cash flows and reducing debt. Higher
ratings could be considered if debt-to-EBITDA is expected to be
sustained below 5.0x.

The ratings could be downgraded if Howden encounters significant
difficulties in its transition to stand-alone operations, resulting
in weaker margins or cash flows. Ratings could also be lowered if
the company undertakes more aggressive strategic or financial
policies, which may include large leveraged acquisitions or
sizeable distributions to owners before significant debt is repaid.
Deterioration in credit metrics such as debt-to-EBITDA sustained
above 6x or EBITA-to-interest below 1.5x could prompt a downgrade,
as would EBITA margins falling into single digits or a weakening of
liquidity provisions with free cash flow approaching breakeven
levels.

Granite Holdings US Acquisition Co. provides heavy duty centrifugal
and axial fans, cooling fans, rotary heat exchangers (heat
recovery), gas compressors and ventilation control systems to the
power generation, oil & gas and petrochemical, mining, wastewater
and general industrial industries. Headquartered in Renfrew, U.K..
the business generated $1.5 billion of revenue in the twelve month
period ended March 31, 2019.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.


H. TRENT ELSON: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
H. Trent Elson Underground Sprinkler System, Inc., according to
court dockets.
    
              About H. Trent Elson Underground
                       Sprinkler System

H. Trent Elson Underground Sprinkler System, Inc., filed a Chapter
11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-02510) on July
3, 2019, disclosing under $1 million in both assets and
liabilities.  The Debtor is represented by Bryan K. Mickler, Esq.,
at the Law Offices of Mickler & Mickler, LLP.


HELIOS SOFTWARE: Moody's Assigns B2 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned new ratings to Helios Software
Holdings, Inc., an operating subsidiary of parent company, ION
Corporate Solutions Finance Limited, with a Corporate Family Rating
of B2 and a Probability of Default Rating of B2-PD. Concurrently,
Moody's assigned a B2 rating to the issuer's proposed senior
secured first lien credit facility, comprised of a $1.75 billion
multi-tranche term loan and an undrawn $30 million revolver. The
ratings outlook is stable.

The proceeds of the new debt financing will be used principally to
fund the consolidation of Wall Street Systems Delaware, Inc.
("WSS"), OpenLink International Holdings, Inc. ("Openlink "), and
Triple Point Group Holdings, Inc. ("Triple Point"), all of which
are operating units owned by holding company ION Investment Group
("ION Investment"), into a single entity. Upon completion of this
transaction, Moody's expects the debt of the predecessor entities
which will be consolidated to form ION to be repaid and all
existing ratings on these issuers to be withdrawn.

Moody's assigned the following ratings:

Issuer: Helios Software Holdings, Inc.:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Gtd Senior Secured First Lien Revolving Credit Facility expiring
2024, B2 (LGD3)

Gtd Senior Secured First Lien Term Loan due 2025, B2 (LGD3)

Outlook is Stable

Issuer: ION Corporate Solutions Finance S.a.r.l.

(EUR-denominated) Gtd Senior Secured First Lien Term Loan due 2025,
B2 (LGD3)

Outlook is Stable

RATINGS RATIONALE

Helios' B2 CFR reflects the combined company's high pro forma
trailing debt leverage of nearly 5x (Moody's adjusted for operating
leases as of June 30, 2019) as well as relatively limited scale as
a niche provider of software and services solutions for treasury
risk management, foreign exchange processing, and energy and
commodity trading applications. Debt leverage is over 5.5x when
expensing capitalized software costs. The company's credit profile
is also negatively impacted by recent volatility in business
performance as sales contracted by 4% in 2018 before recovering by
3% in the 1H19. Moody's believes that the software provider's
organic revenue growth prospects will be modest over the
intermediate term due to the maturity of its target markets.
Additionally, possible business disruptions related to the
integration of disparate operating units into one cohesive business
entity as well as the potential for aggressive financial strategies
such as incremental acquisitions and shareholder distributions
could constrain deleveraging efforts. The combined entity's
concentrated ownership by ION Investment also presents inherent
corporate governance concerns.

However, these risks are partially mitigated by ION's solid market
position with its niche serving over 2,300 of the world's largest
corporations, financial institutions, central banks, and energy and
utility companies. The company's credit quality is also supported
by a largely subscription based sales model that provides a degree
of top-line visibility given a significant proportion of recurring
revenue and minimal client attrition. These factors, coupled with
improving projected profitability metrics, should facilitate free
cash flow production which is expected to approach 10% of total
debt over the coming year.

The B2 ratings for the company's proposed first lien bank debt
reflect the borrower's B2-PD PDR and a Loss Given Default ("LGD")
assessment of LGD3. The B2 first lien ratings are consistent with
the CFR as the bank loans account for the preponderance of ION's
debt structure.

Despite a fairly modest pro forma cash balance of approximately $20
million following the completion of the proposed financing, ION's
good liquidity is supported by Moody's expectation of free cash
flow generation approaching 10% of debt over the next 12 months.
The company's liquidity is also bolstered by an undrawn $30 million
revolving credit facility, but the revolver is considered small in
relation to the company's projected interest expense. While the
term loans are not subject to financial covenants, the revolving
credit facility has a springing covenant based on a maximum net
leverage ratio which the company should be comfortably in
compliance with over the next 12-18 months.

The stable outlook reflects Moody's expectation that ION will
generate modest organic revenue growth over the next 12 to 18
months, but could be impacted by a degree of sales volatility
principally from professional services offerings. Concurrently, the
realization of anticipated cost synergies that would be the
principal driver of EBITDA growth and deleveraging is subject to
material execution risk, but should fuel a contraction in debt
leverage towards the mid 4x level over the next year.

The rating could be upgraded if the company realizes consistent
revenue growth and successfully implements planned cost
rationalization programs while adhering to a conservative financial
policy such that debt to EBITDA (Moody's adjusted) is expected to
be sustained below 4.5x (below 5x when expensing capitalized
software costs) and annual free cash flow/debt exceeds 10%.

The rating could be downgraded if ION were to experience a
weakening competitive position, revenue contracts and cash flow
generation weakens, or the company maintains aggressive financial
policies such that debt leverage is expected to approach 6x (6.5x
when expensing capitalized software costs) and annual free cash
flow/debt contracts to below 5%.

The principal methodology used in these ratings was Software
Industry published in August 2018.

Helios and its parent company ION, both owned by ION Investment,
provide software and services solutions for treasury risk
management, foreign exchange processing, and energy and commodity
trading applications. Moody's expects the company's revenues to
approximate $670 million in 2019.


HOLLISTER CONSTRUCTION: Sept. 23 Meeting Set to Form Creditor Panel
-------------------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 3, will hold an
organizational meeting on September 23, 2019, at 11:00 a.m. in the
bankruptcy cases of Hollister Construction Services, LLC.

The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                     About Hollister Construction

Hollister Construction Services, LLC -- http://www.hollistercs.com
-- is a full service commercial construction company with a team of
150+ construction professionals.  The Company's specialties include
interior and exterior renovations, building additions, and ground
up construction.  Hollister's areas of expertise include the
construction of corporate, education, healthcare, industrial,
retail, and residential projects.

Hollister Construction sought Chapter 11 protection on September 9,
2019 (Bankr. D. NJ. Lead Case No. 19-27439) in Trenton, New Jersey.
The petition was signed by Brendan Murray, president. Hon. Michael
B. Kaplan presides over the case.

The Debtor disclosed $100 million to $500 million in assets and
$100 million to $500 million in liabilities.

The Debtor tapped Lowenstein Sandler as counsel; 10X Ceo Coaching,
LLC as restructuring counsel; and The Parkland Group, Inc as
business consultant.


HOVNANIAN ENTERPRISES: Fitch Withdraws CCC IDR on Business Reasons
------------------------------------------------------------------
Fitch Ratings affirmed and withdrawn Hovnanian Enterprises, Inc.'s
Long-Term Issuer Default Rating and the ratings on its secured
revolver and senior unsecured notes and term loan. Fitch has also
downgraded and withdrawn the ratings on HOV's various secured
notes.

Fitch has withdrawn all of HOV's ratings for commercial purposes.

KEY RATING DRIVERS

HOV's rating is influenced by its weak liquidity position and
significant refinancing risk, along with a high debt load, which
limited the company's ability to invest in land and grow revenue.
HOV's capital structure is untenable, unless the company favorably
refinances debt maturities and growth in the housing market,
similar to 2015-2017 levels, is sustained for at least several more
years (which is not in Fitch's base case scenario), allowing the
company to see the benefits of its recent growth initiative.

High Debt Load and Leverage: HOV had debt of about $1.8 billion,
including $135.3 million of preferred stock, debt/EBITDA of 14.6x
for the LTM ending April 30, 2019 and debt/capitalization above
100% as of July 31, 2019. Operating EBITDA/interest incurred was
0.8x for the LTM ending April 2019.

Significant Refinancing Risks: The company has substantial debt
maturing in the next few years, including $75 million of secured
bonds due in November 2020, $195 million of senior secured bonds
maturing in November 2021 and $440 million of senior secured bonds
due in July 2022. HOV has sufficient liquidity to repay $75 million
of notes due in 2020 but will have difficulty addressing the 2021
and 2022 maturities. There is significant refinancing risk as
capital markets access is a challenge for HOV, and it is unlikely
the company will generate sufficient cash flow to repay these
notes.

Debt Burden Constrains Growth: To generate future revenue HOV would
need to invest in land and development activities, as it
underinvested in new communities during the past few years to focus
on debt reduction, resulting in lower community count and declining
homebuilding revenue in fiscal 2017 and 2018. The company increased
its community count during the first half of fiscal 2019, resulting
in higher deliveries, net orders and backlog during the third
quarter of 2019. Nevertheless, Fitch expects revenue will decline
by low-single digits in fiscal 2019 as the benefits of the higher
community count will not be fully realized until next year.

Fitch expects revenues will improve slightly in fiscal 2020 as a
higher community count drives increased deliveries next year,
assuming the economy continues to grow and the housing market
slightly improves. However, given the company's liquidity position,
Fitch believes HOV will be unable to reduce debt to more
sustainable levels without shrinking its inventory, which will in
turn constrain its ability to grow community count and revenue.

DERIVATION SUMMARY

HOV's leverage (debt to capitalization above 100%) is meaningfully
higher than its peers, including Beazer Homes USA, Inc.
(B-/Stable). The company's high leverage and difficulty in
refinancing debt maturities has limited HOV's ability to invest in
new land holdings (and instead lowered inventory levels in 2016 and
2017 to generate cash and pay down debt), resulting in lower
community count and declining home deliveries and new orders in
fiscal 2018 and the early part of 2019. The company reported higher
community count, deliveries, net orders and backlog on a year over
year basis during the third quarter of 2019. However, Fitch does
not expect the company will generate robust profitability and cash
flow to meaningfully pay down debt and reduce leverage.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Total housing starts increase 1%, while new home sales grow
    more than 2% and existing home sales are modestly lower in
    2019;

  - HOV's revenues decline low-single digits in 2019 and grow
    low-single digits in 2020;

  - EBITDA margins decline modestly in 2019 and 2020;

  - HOV reports negative CFFO of $50 million to $75 million;

  - The company continues to maintain liquidity (unrestricted cash
    plus revolver availability) at the high end of its $170
    million - $245 million liquidity target.

RATING SENSITIVITIES

Rating Sensitivities are no longer relevant given the rating
withdrawals.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity for Now: HOV currently has adequate liquidity
with unrestricted cash of $83.6 million and no borrowings under its
$125 million senior secured revolving credit facility (RCF) as of
July 31, 2019. The secured RCF will terminate on Dec. 28, 2019 and
any outstanding borrowings will convert to a secured term loan
maturing on Dec. 28, 2022. Fitch expects HOV will fully draw the
revolver prior to termination to provide incremental liquidity and
will maintain liquidity at the high end of its $170 million-$245
million target through 2019. However, Fitch expects liquidity to
erode in future years, as HOV generates flat to negative CFFO,
repays debt maturities and the revolver terminates in December
2019.

Recovery Assumptions:

The recovery analysis assumes that HOV would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim. The going-concern EBITDA
estimate of $132 million reflects Fitch's view of a sustainable,
post-reorganization EBITDA level, upon which the agency bases the
valuation of the company. The going-concern EBITDA is in line with
the LTM EBITDA and also Fitch's 2019 EBITDA forecast.

An EV multiple of 6x is used to calculate a post-reorganization
valuation. Transactions involving homebuilding companies include a
9.5x enterprise value to EBITDA multiple on the 2018 acquisition of
CalAtlantic Homes by Lennar Corporation (based on a transaction
value of $9.3 billion at the time of the announcement and
Fitch-calculated EBITDA of $981 million for CalAtlantic Homes for
the LTM ending June 30, 2017). Trading multiples (EV/EBITDA) for
public homebuilders currently average around 9.5x and has been in
the 6.0x-10.x range for the past 12 months.

HOV's various secured debt is collateralized by a first lien on
specific assets, such as inventory, cash and investments in JVs. In
its recovery analysis, Fitch used the percentage of cash and
inventory, out of the total, securing the specific secured debt
issues. Fitch applied this percentage to the enterprise value to
come up with an implied collateral value for each of the secured
debt issues. This includes about 31.6% of the enterprise value
allocated to non-recourse mortgage loans, 39.4% allocated to the
first-lien secured credit facility and 10.0% and 10.5% senior
secured notes, and 15.3% of the enterprise value allocated to the
9.5% first-lien notes due in 2020 and 2% and 5% first-lien notes
due in 2021. Fitch assumed the unencumbered assets and the excess
value from property specifically pledged to certain lenders are
distributed to unsecured claims on a pro rata basis, including the
senior unsecured noteholders and the deficiency claim portion held
by other secured lenders.

The secured revolving credit facility is assumed to be fully drawn
upon default. The allocation of value in the liability waterfall
results in a recovery corresponding to an 'RR1' for the first-lien
secured credit facility and an 'RR5' rating for the 10.0% and 10.5%
senior secured notes due in 2022 and 2024. The first-lien secured
credit facility and the 10.0% and 10.5% senior secured notes are
collateralized by the same assets. However, the liens securing the
10.0% and 10.5% notes rank junior to the liens securing the credit
facility.

The allocation also results in a recovery corresponding to an RR4
for HOV's 5% and 2% senior secured notes due in 2021 and the 9.5%
senior secured notes due in 2020, and a recovery corresponding to
an RR6 for the senior unsecured notes and the company's preferred
stock.

The lower recoveries for HOV's secured notes relative to Fitch's
previous analysis resulted from higher non-recourse mortgages,
which increased from $95.6 million at year-end 2018 to $207.2
million as of July 31, 2019, and a higher allocation of the
enterprise value to these non-recourse mortgage obligations.


INDIANA REGIONAL: Moody's Cuts Revenue Bonds to Ba2, Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service has downgraded Indiana Regional Medical
Center's (PA) revenue bond rating to Ba2 from Ba1, affecting $23
million of rated debt. Bonds were issued by the Indiana Hospital
Authority. The outlook remains negative at the lower level.

RATINGS RATIONALE

The downgrade to Ba2 reflects its expectation of continued weak
performance in fiscal 2020 following a material miss to budget in
fiscal 2019. While the organization is budgeting for some
operational improvement in fiscal 2020 following one time expense
and volume disruption related to an EHR implementation and nursing
strike, Indiana Regional Medical Center (IRMC) faces continued
headwinds to significantly improve and return cash flow margins to
budgeted levels. Liquidity will remain modest given low expected
cashflow and could decline if there are additional issues with the
ongoing IT rollout, further heightening concerns about thinning
headroom to the liquidity covenant. IRMC will maintain its leading
market share and essentiality as a sole community hospital, but
continue to be challenged by the highly competitive broader
Pittsburgh market.

RATING OUTLOOK

The negative outlook reflects its expectation of still modest
margins in fiscal 2020, reflecting continued volume and expense
challenges. Inability to stabilize performance in fiscal 2020, a
decline in liquidity and further narrowing to the covenants will
pressure the rating.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Several years of sustained improved performance

  - Significant strengthening of liquidity and debt coverage,
including the pension liability

  - Expansion of service lines or geographic reach resulting in
overall growth and revenue diversification

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Inability to improve operating performance during fiscal 2020

  - Continued decline in absolute unrestricted cash and relative
liquidity metrics

  - Deterioration of system's competitive position

LEGAL SECURITY

The Series 2014A fixed rate bonds are secured by a pledge of gross
revenues of the Obligated Group and a mortgage on certain real
property. There is a Mortgage provided to Master Trustee, and a
Debt Service Reserve Fund for the 2014A Bonds. The Members of the
Obligated Group, IRMC and Indiana Healthcare Physician Services
d/b/a IRMC Physician Group (IPG), are jointly and severally
obligated on all Obligations, which are issued pursuant to the
Master Indenture.

PROFILE

Indiana Healthcare Corporation and Affiliates, d/b/a Indiana
Regional Medical Center (IRMC) is a single-hospital system with 164
licensed beds, 60 miles northeast of Pittsburgh, in Indiana
Borough, PA, the county seat of Indiana County. IRMC is the leading
healthcare provider in its primary service area and the county and
is designated as a Sole Community Hospital by the Center for
Medicare and Medicaid Services of the U.S. Department of Health and
Human Services.

METHODOLOGY

The principal methodology used in these ratings was Not-For-Profit
Healthcare published in December 2018.


INSTALLED BUILDING: S&P Affirms 'BB-' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Ohio-based insulation installer Installed Building Products Inc.
(IBP), which is raising $300 million in senior unsecured notes and
expanding its ABL revolving credit facility to $200 million (from
$150 million) to repay $189 million of the $389 million outstanding
on its senior secured term loan due 2025 and to support its
liquidity position.

At the same time, S&P raised its rating on the senior secured term
loan to 'BB+' and revised the recovery rating to '1', reflecting
its expectations for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a payment default, as a result of the
large prepayment. S&P also assigned its 'B+' issue-level and '5'
recovery rating to the proposed $300 million senior unsecured notes
due 2028.

S&P said, "Despite the net funded debt increase of about $110
million, we expect good cost management and an ability to pass
along insulation material cost increases to customers will allow
for S&P-calculated debt to EBITDA to improve to the high-2x area.
IBP's plan to raise $300 million and prepay a portion of its $400
million term loan comes amid good operating performance, as revenue
for the 12 months ending June 30, 2019, is up 15.2% year over year.
Further, we expect IBP will recuperate its gross margin erosion
during the second half of 2019 by successfully passing along price
increases to customers. Given our expectation for gross margin
recovery, as well as good cost management due to various workforce
investments over the past two years and a focus on productivity in
new commercial branches, we believe S&P-calculated EBITDA margins
will steadily expand towards 14% over our forecast period, from
around 13.1% as of the last 12 month period ending the second
quarter of 2019. Overall, we believe the company's earnings
projections tolerate the increase in debt, which we view as a
prudent risk management strategy to decrease refinancing risk in
the longer term."

"The stable outlook reflects our expectation that supportive
top-line growth of about 12% in 2019 and 6%-8% in 2020, combined
with full recovery of gross margin erosion from one-time cost
material inflation by year-end 2019, will support IBP's ability to
achieve and sustain S&P adjusted leverage in the high-2x area over
the next 12-24 months."

"We could lower our rating if operating performance declines
because of operating missteps or high financial risk and leverage
tolerance causes IBP's adjusted leverage to rise and stay above 3x,
or if a steep downturn in housing starts causes us to forecast
IBP's adjusted leverage to stay above 3x for a prolonged period."

"We would consider an upgrade if we expect adjusted leverage to
decline and stay below 2x and forecast free operating cash flow
(FOCF) to debt above 20%. In this scenario, we would expect
residential construction growth, coupled with conservative
financial policy decisions, including limited debt-funded
acquisitions and share repurchases. We would also consider an
upgrade if product or service diversification reduces IBP's
exposure to the cyclical single-family construction and home
insulation market."


ISTAR INC: Fitch Rates $675MM Sr. Unsec. Notes Due 2024 'BB'
------------------------------------------------------------
Fitch Ratings assigned a 'BB' rating to iStar Inc.'s (iStar) $675
million 4.75% senior unsecured notes maturing in 2024. Fitch does
not expect a material impact on the company's leverage levels as a
result of the issuance, as proceeds will be used to repay existing
indebtedness.

The assignment of the final rating follows the receipt of documents
conforming to information already received. The final rating is the
same as the expected rating assigned to the unsecured notes on
Sept. 11, 2019.

KEY RATING DRIVERS

The rating is equalized with the ratings assigned to iStar's
existing senior unsecured debt, as the new notes rank equally in
the capital structure. The unsecured debt rating is one notch above
iStar's Long-Term IDR and reflects the availability of sufficient
unencumbered assets, which provide support to unsecured creditors,
and relatively low levels of secured debt in the firm's funding
profile. This profile indicates good recovery prospects for
unsecured debtholders under a stressed scenario. In addition, the
company adheres to a 1.2x unencumbered assets-to-unsecured debt
covenant, which provides protection to bondholders during periods
of market stress. Unencumbered asset coverage of unsecured notes
was approximately 1.8x at June 30, 2019, but coverage would be
lower on a stressed basis, which would contemplate declines in the
value of the company's unencumbered portfolio.

Existing ratings for iStar reflect its unique platform and strategy
relative to other commercial real estate (CRE) finance and
investment companies, improvement in asset quality resulting from
declining exposure to legacy land assets and non-performing loans,
declining leverage, meaningful proportion of unsecured debt funding
relative to similarly rated finance and leasing companies, and
solid liquidity profile.

Rating constraints include the material shift in the firm's
strategy in early 2019 and execution risk associated with the
continued monetization of legacy assets in the near term, which
have negatively affected iStar's earnings; increased performance
pressures on certain CRE sub-sectors; continued exposure to certain
longer-term legacy land assets; variable earnings resulting from a
reliance on gain on sale income; and a reliance on wholesale
funding. Additionally, Fitch believes that key person risk
associated with CEO Jay Sugarman has increased following turnover
among executive officers in recent years.

The Stable Outlook reflects Fitch's expectations for continued
improvements in iStar's earnings and asset quality over the Outlook
horizon. However, exposure to certain legacy assets could continue
to cause earnings volatility in the near term until the portfolio
is rotated into more consistent earning investments. The Stable
Outlook also reflects expectations for the maintenance of
appropriate leverage levels, sufficient liquidity and a heavily
unsecured funding profile.

RATING SENSITIVITIES

The unsecured debt rating is sensitive to changes in iStar's
Long-Term IDR as well as changes in the firm's secured and
unsecured funding mix and collateral coverage for the unsecured
debt. If secured debt were to meaningfully increase as a proportion
of the firm's debt funding and/or unencumbered asset coverage of
unsecured debt were to decline, it is possible that the upward
notching for the unsecured debt, relative to the IDR, could begin
to compress.

Positive rating momentum will depend on iStar's ability to
successfully execute on its efforts to monetize legacy assets and
redeploy proceeds in assets viewed as core under its new operating
strategy, thereby resulting in improved operating performance and a
reduced reliance on gain on sale income. Positive rating momentum
would also be conditioned upon continued growth and solid
performance in the SAFE business, consistent profitability, the
maintenance of sufficient liquidity and the maintenance of
Fitch-calculated leverage below 4.0x.

Negative rating pressure could arise if iStar is unable to execute
on its strategic plan, including monetizing additional legacy
investments and redeploying proceeds into new net lease and real
estate finance assets, thereby improving the firm's profitability
and resulting in a more a stable earnings profile. Negative rating
action could also be driven by material deterioration in the
quality of iStar's loan portfolio, a significant reduction in
long-term unsecured funding and/or a sustained increase in
Fitch-calculated leverage above 5.0x.


ISTAR INC: S&P Rates New $675MM Senior Unsecured Notes 'BB-'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating on iStar
Inc.'s new $675 million senior unsecured notes due in 2024. The
company intends to use the proceeds to repay its senior notes
maturing in 2020 and 2021. S&P views positively the firm's
long-term, largely unsecured funding profile and proactive
management of debt maturities.



JAGGED PEAK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Three affiliates that filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

      Debtor                                     Case No.
      ------                                     --------
      Jagged Peak, Inc.                          19-15959
      7650 W. Courteny Campbell Causeway
      Suite 1200
      Tampa, FL 33607

      TradeGlobal, LLC                           19-15960
      7650 W. Courtney Campbell Causeway
      Suite 1200
      Tampa, FL 33607

      TradeGlobal North America Holding, Inc.    19-15961
      7650 W. Courtney Campbell Causeway
      Suite 1200
      Tampa, FL 33607
  
Business Description: Jagged Peak Inc. and its subsidiaries are
                      software companies in Tampa, Florida.
                      The Debtors deliver end-to-end global
                      eCommerce solutions that help companies
                      break into new markets and build customer
                      base by creating a seamless experience
                      across borders for all product types.

                      On the web: https://www.jaggedpeak.com/

Chapter 11 Petition Date: September 16, 2019

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Mike K. Nakagawa

Debtors' Counsel: Gregory E. Garman, Esq.
                  GARMAN TURNER GORDON
                  650 White Drive, Suite 100
                  Las Vegas, NV 89119
                  Tel: (725)777-3000
                  Fax:  725-777-3112
                  E-mail: ggarman@gtg.legal

Jagged Peak's
Estimated Assets: $50 million to $100 million

Jagged Peak's
Estimated Liabilities: $10 million to $50 million

TradeGlobal, LLC's
Estimated Assets: $50 million to $100 million

TradeGlobal, LLC's
Estimated Liabilities: $10 million to $50 million

TradeGlobal North's
Estimated Assets: $1 million to $10 million

TradeGlobal North's
Estimated Liabilities: $0 to $50,000

The petitions were signed by Jeremy Rosenthal, CRO.

The Debtors failed to include in the petition a list of its 20
largest unsecured creditors.

Full-text copies of the petitions are available for free at:

         http://bankrupt.com/misc/nvb19-15959.pdf
         http://bankrupt.com/misc/nvb19-15960.pdf
         http://bankrupt.com/misc/nvb19-15961.pdf


JLK INDUSTRIES: Court OKs Cash Motion, Sets Sept. 27 Final Hearing
------------------------------------------------------------------
Hon. Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington approves the request of JLK Industries,
Inc., to use cash collateral to pay operating expenses and
prepetition wage-related claims and tax claims pursuant to the
budget.

The monthly budget provides for $41,470 in cost of goods sold,
which amount includes $19,000 for parts and $14,500 for direct
labor, for September 2019.  Operating expenses total $21,158, of
which amount $7,500 is for rent to Stokes Family LLC; $3,800 for
payroll taxes; and $3,100 for employee benefits.  

A copy of the budget is available for free at:
http://bankrupt.com/misc/JLK_14_Cash_Ord.pdf

As adequate protection, all existing secured creditors are granted
replacements liens in the same type of collateral held prepetition.
The secured creditors will retain all of their prepetition
security interests in all prepetition collateral, including, the
cash collateral.   

The Court will convene on Sept. 27, 2019 at 9:30 a.m. for a final
hearing on the motion.

                       About JLK Industries

JLK Industries, Inc., d/b/a Everett Auto Clinic, owns and operates
an automotive repair and maintenance shop in Everett, Washington.

JLK Industries sought Chapter 11 protection (Bankr. W.D. Wash. Case
No. 19-13286) on Sept. 4, 2019, in Seattle, Washington.  In the
petition was signed by Jeffrey Stokes, owner/operator, the Debtor
was listed to have total assets at $420,450 and total liabilities
at $1,692,555 as of the bankruptcy filing.  Judge Timothy W. Dore
administers the Debtor's case.  LARRY B FEINSTEIN, PS, is the
Debtor's counsel.


LASALLE GROUP: Court Approves Cash Use on Final Basis
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approves on a final basis the motion to use cash collateral filed
by Lasalle Group, Inc., and its debtor affiliates.  The Court also
authorizes for the Debtors to provide partial adequate protection
to secured creditors for the use of cash collateral.

Specifically, the Court rules that:

   (a) the Debtors will maintain DIP accounts at the designated
banks into which all operating revenues and other cash generated
from the Debtors' businesses.  The Debtor will immediately transfer
all cash from their businesses or assets, including those held
prepetition, except for the funds in First National Bank’s
collateral account;
  
   (b) as adequate protection for any diminution in value of each
of the Prepetition Lenders' interest in the Debtors' collateral,
resulting from the imposition of the automatic stay
with respect to the Collateral and the Debtors' use, sale or lease
of the Collateral, the
prepetition lenders are granted, effective as of the Petition Date,
valid, enforceable, and automatically perfected liens in all
property and assets of the applicable Debtor(s).  

Veritex f/k/a Green Bank and Origin Bank are also granted
cross-collateralization of all their currently existing liens, as
additional replacement liens; though for clarification, no Veritex
liens will be cross-collateralized with Origin Bank liens or vice
versa.

As additional partial adequate protection for the Debtors' use of
Cash Collateral, to the
extent of any diminution in value and a failure of the other
adequate protection provided
by the Order the prepetition lenders will have an allowed priority
administrative expense claim.

The LaSalle Group's budget for the week-ending Sept. 13, 2019
provides for $3,179,500 in cash disbursements, $1,770,000 of which
is for payroll, and $1,236,750 for rent of facilities.  

Copies of the September 2019 budget for each Debtor affiliate can
be accessed for free at:
http://bankrupt.com/misc/TheLasalle_Group_390(1)_Budget.pdf

A copy of the Final Order can be accessed for free at:

     
http://bankrupt.com/misc/TheLasalle_Group_390_Cash_FinalOrd.pdf

                     About The LaSalle Group

The LaSalle Group, Inc., along with certain of its subsidiaries,
designs, develops, builds, and owns interests in memory care
assisted living communities designed specifically for people with
Alzheimer's and other forms of dementia.  The communities operate
under the name Autumn Leaves.

LaSalle is a holding company for numerous wholly owned, non debtor
subsidiaries and affiliates.  It directly and indirectly owns
interests in 40 memory care assisted living communities located in
Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma,
South Carolina, and Wisconsin.

LaSalle and its subsidiaries sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on
May 2, 2019.  At the time of the filing, the Debtors estimated
assets of between $10 million and $50 million and liabilities of
the same range.  

The cases are assigned to Judge Stacey G. Jernigan.

The Debtors tapped Crowe & Dunlevy, P.C., as their legal counsel,
and Donlin, Recano & Company, Inc. as their claims and noticing
agent.


LEMKCO FLORIDA: To Get Capital Contributions From Principal
-----------------------------------------------------------
Lemkco Florida, Inc., filed a Chapter 11 plan and accompanying
Disclosure Statement.

Each Holder of an Allowed Unsecured Claim shall receive, on account
of such Allowed Claim, a Pro Rata Distribution of Cash from the
Plan Trust.  To the extent the Holder of an Allowed General
Unsecured Claim receives less than full payment on account of such
Claim, the Holder of such Claim may be entitled to assert a bad
debt deduction or worthless security deduction with respect to such
Allowed Unsecured Claim.

Each Allowed Secured Claim, at the election of the Debtor, may (i)
remain secured by a Lien in property of the Debtor retained by such
Holder, (ii) paid in full in cash (including allowable interest)
over time or through a refinancing or a sale of the respective
Asset securing such Allowed Secured Claim, (iii) offset against,
and to the extent of, the Debtor’s claims against the Holder, or
(iv) otherwise rendered unimpaired as provided under the Bankruptcy
Code.

Holder of an Allowed Priority Claim receives a Distribution under
the Plan, such Holder should recognize such Distribution as
ordinary income and submit the appropriate withholdings based on
that Holder’s particular circumstances.

The Debtor's Plan will initially be funded by capital contributions
from the Debtor's principal, financing, joint ventures, and
third-party investors. Once the redevelopment of the Spring Hill
Golf and Country Club has sufficiently progressed, the Debtor
anticipates generating income from the sale of residential lots.

A full-text copy of the Disclosure Statement dated September 6,
2019, is available at https://tinyurl.com/y37pc9pk from
PacerMonitor.com at no charge.

Attorneys for Debtor:

     Buddy D. Ford, Esq.
     Jonathan A. Semach, Esq.
     Heather M. Reel, Esq.
     9301 West Hillsborough Avenue
     Tampa, Florida 33615-3008
     Tel: (813) 877-4669
     Fax: (813) 877-5543
     Email: All@tampaesq.com
            Buddy@tampaesq.com
            Jonathan@tampaesq.com
            Heather@tampaesq.com

                   About Lemkco Florida Inc.

Lemkco Florida, Inc., a single asset real estate as defined in 11
U.S.C. Section 101(51B), is the fee simple owner of Spring Hill
Golf & Country Club located at 12079 Coronado Drive Spring Hill,
Fla.

Lemkco Florida filed its voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10971) on Dec. 21,
2018.  In the petition signed by Darren Kahanyshyn, chief
restructuring officer, the Debtor disclosed $591,080 in total
assets and $5,456,546 in liabilities.  The Debtor tapped Buddy D.
Ford, P.A. as its bankruptcy counsel, and DHW Law, P.A. as its
special counsel.

Gyden Law Group will represent the Debtor in the state appellate
court actions styled, Lemkco Florida, Inc. v. Golf Properties of
Florida, LLC (Case No. 5D18-3928) and Lemkco Florida, Inc. v. Golf
Properties of Florida, LLC (Case No. 5D18-3306), both of which are
presently pending in the Fifth District Court of Appeal, Florida.


LEVEL 3 FINANCING: S&P Rates $500MM Senior Notes 'BB'
-----------------------------------------------------
S&P Global Ratings assigned its 'BB' issue level and '4' recovery
rating to Level 3 Financing Inc.'s proposed $500 million of senior
notes due 2027.

Level 3 is a wholly owned subsidiary of Monroe, La.-based
diversified telecommunications provider CenturyLink Inc. The '4'
recovery rating indicates S&P's expectation for average (30%-50%;
rounded estimate: 45%) recovery in the event of a payment default.

S&P said, "We expect the company will use net proceeds, along with
balance sheet cash, to redeem the $240 million of 6.125% senior
notes due 2021 that remain outstanding and a portion of the 5.75%
senior notes due 2022."

"Since the transaction does not affect the credit metrics of Level
3's parent CenturyLink, the 'BB' issuer credit rating and stable
outlook on CenturyLink are unchanged. Adjusted debt to
last-12-months (LTM) EBITDA was about 4.2x as of June 2019, below
our 4.5x downgrade threshold. Although we expect low- to
mid-single-digit revenue declines, we believe that cost synergies
will enable modest EBITDA growth in 2019. Coupled with
discretionary cash flow (DCF), we expect leverage to be around 4x
in 2019 and below 4x in 2020. That said, CenturyLink will need to
improve top-line performance longer term as cost synergies wind
down, in our view. If it is unable to improve revenue trends, we
believe that EBITDA and DCF could decline precipitously and make
leverage improvement difficult."


LONESTAR RESOURCES: Fitch Affirms B- LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings affirmed Lonestar Resources US, Inc.'s and Lonestar
Resources America, Inc.'s long-term Issuer Default Ratings at 'B-'.
Fitch has also affirmed LONE's senior secured revolver at
'BB-'/'RR1' and the senior unsecured notes at 'B+'/'RR2'. The
Rating Outlook remains Stable.

The rating reflects LONE's small, liquid-focused production
profile, continued volume growth, strong realizations and
competitive cash netbacks, and no debt maturities until 2023.
Availability under the revolver is currently limited, but Fitch
believes LONE will be able to manage its liquidity position given
its neutral-to-positive FCF profile. Fitch also expects that LONE's
resource development will continue to be borrowing
base-supportive.

The company's relatively small, non-contiguous Eagle Ford acreage
position will require management to maintain a proactive
acquisition strategy, which could heighten operational execution
and financial risks. Fitch recognizes, however, that management has
demonstrated an ability to complete transactions that high-grade
drilling inventory at attractive valuations and targeted a long-run
debt/EBITDA profile consistent with or better than the current 'B-'
rating.

KEY RATING DRIVERS

Liquids-Oriented Assets, Strong Realizations: LONE's acreage
position is located within the crude and condensate areas of the
Eagle Ford with production at June 30, 2019 comprised of 57% oil
and 22% NGLs. At YE, 95% of its acreage was held by production and
its Eagle Ford wells were 85% operated, which helps increase the
company's capex flexibility. LONE's location in the Eagle Ford also
allows the company to realize LLS-based pricing, which has averaged
over $6.5 above WTI YTD 2019. Fitch believes there is currently
adequate takeaway capacity out of the Eagle Ford reducing the
logistics-driven realized price pressure some Permian operators are
experiencing, especially with natural gas production.

Small Size, but Growing: LONE is guiding to 14.8-15.0 mboe/d of
production for 2019, which is a 33% increase from 11.2 mboe/d in
2018. The volume growth will continue into 2020, as LONE is
targeting another significant increase in production to 17.0-18.3
mboe/d. Fitch recognizes LONE will remain relatively small despite
significant yoy growth rates, but believes production risk is
manageable due to the company's strong well results and relatively
robust unit economics, including Fitch-calculated unhedged cash
netback of approximately $21.10/boe at June 30, 2019. LONE's
favorable hedging policy (80%-90% of oil production hedged and
45%-55% of gas production hedged in 2020) also supports development
funding.

Forecasted FCF Improves Liquidity Position: LONE's liquidity
position is limited, with less than 30% availability under the
revolver as of June 30, 2019; however, Fitch does not forecast
significant outspend going forward. The company's growth plans can
be funded with cash from operations, rather than additional
revolver borrowings. In 2020, Fitch expects LONE to be slightly FCF
positive at its base case price deck. Fitch views LONE's FCF
profile favorably, which contrasts with some similarly rated,
growth-oriented E&P peers.

Additional liquidity levers for LONE include the sale of the Brazos
county acreage and a borrowing base increase at the upcoming
semi-annual redetermination. LONE has publically stated that
proceeds from the sale of Brazos will be used to pay down revolver
borrowings.

Sustainable Growth Requires Acquisitions: At the current rate of
growth, Fitch believes it will be necessary for LONE to maintain a
proactive acquisition strategy to acquire additional drilling
inventory. However, acquisition activity may be challenged by
relatively weak energy equity market performance over the past
year. Consequently, management has discussed share repurchases in a
limited amount to improve its stock price. Fitch believes
participation in the M&A market at this time may be attractive,
considering the current opportunities created by some recent Eagle
Ford peers' financial weakness, E&P operators' heightened focus on
the Permian, and PE-backed ventures seeking exits amidst muted IPO
activity.

In November 2018, LONE made the Sooner acquisition, which added
2,693 net acres in DeWitt county (0.8 mboe/d of production). While
the $38.7 million purchase price was primarily funded with revolver
borrowings, Fitch believes the risk of a debt-funded acquisition
strategy is consistent with the 'B-' rating level.

Improving Credit Metrics Forecast: LONE has delevered more slowly
than expected due to elevated revolver borrowings as a result of
the Sooner acquisition in late 2018. However, Fitch expects LONE to
exhibit an improving credit metrics profile, averaging about 3.0x
over the forecast period. The improvement is achieved via
production growth combined with strong price realizations, which
leads to substantial EBITDA growth. LONE's proactive hedging
strategy will help maintain EBITDA in a weaker commodity price
environment. Additionally, debt repayment with asset sale proceeds
and FCF will reduce absolute debt levels.

DERIVATION SUMMARY

LONE is small relative to U.S. onshore E&P peers, with production
of 13.6 mboe/d at June 30, 2019, compared with production of 45.6
mboe/d for Unit Corporation (UNT, B/RWN), 65.1 mboe/d for Magnolia
Oil & Gas Corp. (B/Positive), 82.6 mboe/d for Comstock Resources,
Inc. (B/Stable), 82.8 mboe/d for Extraction Oil & Gas, Inc.
(B+/Stable), 114.5 mboe/d for Ultra Petroleum Corporation (UPL,
CCC+/RWN), and 136.4 mboe/d for SM Energy Co. (B+/Stable). LONE's
operational momentum and favorable well results has placed it on a
relatively strong growth trajectory, with planned yoy production
growth of 33% (mid-point) with manageable FCF outspend. This
contrasts with 'CCC'-category E&P peers who generally suffer from
declining operational momentum and sustained negative FCF.

LONE also has a competitive cost position, achieving unhedged cash
netbacks of approximately $21.10/boe at June, 30, 2019, driven in a
large part by strong Gulf-linked realized prices. While below the
cash netbacks realized by large Permian producers, it is better
than 'B' category issuers with higher cost, take-away constrained,
or gas-oriented positions.

Another key strength is LONE's extended maturity profile, with no
debt due until 2023, although the revolver will mature 181 days
prior to the first maturity. This is an important contrast to
similarly rated peers with limited financial flexibility and/or who
are facing impending refinancing risks, such as UPL, UNT, or Great
Western Petroleum, LLC (B-/Positive).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - WTI of $57.5/bbl in 2019 and 2020, and $55/bbl thereafter;

  - HH of $2.75/mcf flat through the forecast period;

  - Production growth consistent with management guidance in
    2019 and 2020, followed by annual growth of roughly 10%;

  - D&C capex of $125 million in 2019 and $120 million in 2020
    followed by production growth-linked annual increases;

  - Proceeds from sale of Brazos acreage and excess FCF used to
    pay down revolver borrowings;

  - No shareholder returns in the near-term.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that LONE 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 assumption of $140 million takes into account a
prolonged commodity price downturn ($50.0/bbl WTI and $2.25/mcf gas
in 2019 moving toward $42.5/bbl WTI and $2.0/mcf gas in 2020 and
$45.0/WTI and $2.25/mcf gas in 2021) causing lower than expected
production and cash flow. The GC EBITDA assumption is higher than
last year's to reflect LONE's growth since then.

An enterprise value (EV) multiple of 4x EBITDA is applied to the GC
EBITDA to calculate a post-reorganization EV. The choice of this
multiple considered the following factors:

The historical bankruptcy case study median exit EV multiple was
6.1x, with a wide range.

Fitch uses a multiple of 4x compared to the historical bankruptcy
case study exit multiple because of the company's small size and
cash flow uncertainty at Fitch's stress case price deck relative to
peers.

Liquidation Approach

The liquidation estimate reflects Fitch's view of transactional and
asset-based valuations, such as recent transactions for the Eagle
Ford basin on a $/acre basis, as well as SEC PV-10 estimates. This
data was used to determine a reasonable sales price for the
company's assets.

The total acreage value is below the year-end 2018 SEC Standardized
Measure of $980 million and PV-10 of $1.1 billion.

The company's main driver of value is its acreage in the Western
and Central regions of the Eagle Ford. LONE also has acreage in its
more prospective Eastern region, which has been ascribed a lower
valuation by Fitch.

The senior secured revolver is expected to be drawn at 80%, with
the banks likely reducing the borrowing base in a price downturn.

The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first lien
revolver ($290 million borrowing base, $232 million drawn) and a
recovery corresponding to 'RR2' for the senior unsecured notes
($250 million).

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Production approaching 35-40 mboe/d on a sustained basis;

  - Demonstrated execution of A&D strategy resulting in
    the addition of economic drilling locations and reserve
    growth;

  - Continued evidence of capital and financial discipline,
    with debt/EBITDA sustained at or below 3.0x and/or
FFO-adjusted
    leverage sustained at or below 3.5x.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Deteriorating liquidity profile;

  - FFO fixed charge coverage approaching 2.5x;

  - Loss of operational momentum with reduction in production
    volumes below 7 mboe/d on a sustained basis;

  - Leveraging transaction that heightens operational execution
    and financial risks and leads to covenant pressure.

LIQUIDITY AND DEBT STRUCTURE

Improved Liquidity Position Expected: LONE keeps a nominal amount
of cash and cash equivalents on the balance sheet. The company's
primary source of liquidity is the reserve-based revolving credit
facility. Availability under the revolver is $84.5 million as of
June 30, 2019. The Tenth Amendment to the credit agreement in June
2019 increased the borrowing base to $290 million, and Fitch
anticipates recent drilling success will support further borrowing
base increases near term. Additionally, the application of asset
sale proceeds and FCF towards revolver borrowings will improve
liquidity.

Extended Maturity Profile: The 11.25% unsecured notes mature Jan.
1, 2023, and the maturity date of the revolving credit facility was
extended to Nov. 15, 2023 or 181 days prior to the earliest
maturity.


MATTSNOW PROPERTIES: Seeks Cash Access to Pay Insurance, Taxes
--------------------------------------------------------------
Mattsnow Properties, L.L.C., asks permission from the U.S.
Bankruptcy Court for the Western District of Texas to use cash
collateral from rental income in order to pay insurance coverage on
the Debtor’s properties at Monroe, McGregor, Texas.

The Debtor says it is also on a payment plan at $640 monthly, with
respect to 2018 property taxes on a property at Monroe Street.  The
Debtor intends to use the cash collateral to pay these expenses and
use the balance to pay the 2019 property taxes due on December 1,
2019.  The Debtor is also expecting to do repairs on the rental
unit it manages.  First National Bank of McGregor, the City of
McGregor/McGregor ISD are parties-in-interest with respect to the
cash collateral.

                   Sept. 18 Expedited Hearing

The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has approved the request of Mattsnow
Properties for an expedited hearing on Sept. 18, 2019 with respect
to the Debtor's motion to use cash collateral.

The Court has scheduled the hearing for Sept. 17 and 18, 2019.  The
Debtor's counsel, however, needs immediate care of a severe
hypertension and is scheduled for medical appointment at the time
set for the Sept. 17 hearing.  The Debtor's counsel needs to attend
to the doctor's appointment; otherwise treatment of her medical
condition will be delayed.

The Debtor therefore seeks the Court's indulgence to set the
hearing to Sept. 18, 2019.

                    About Mattsnow Properties

Mattsnow Properties, LLC, owns and operates three rental units and
manages one rental unit owned by Mark Mattlage-Thurmand and Robert
Snowden.  Mattsnow Properties sought Chapter 11 protection (Bankr.
W.D. Tex. Case No. 19-60649) on Aug. 31, 2019.  ERIN B. SHANK,
P.C., is the Debtor's counsel.




MEREDITH CORP: Moody's Affirms B1 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed Meredith Corp. B1 Corporate
Family Rating and B1-PD Probability of Default Rating following the
company's announcement of a downward revision to FY 2020 guidance
due to expectations that revised operating performance guidance
will provide Meredith with sufficient free cash flow and debt
repayment opportunities over the next 12-18 months, as well as the
company's publicly communicated commitment to target leverage of 2x
Total Debt to EBITDA (excluding Moody's standard adjustments).
Meredith's outlook remains stable. Moody's also affirmed the Senior
Secured Term Loan and Senior Secured Revolver ratings at Ba2, and
Senior Unsecured Notes rating at B3. The Speculative Grade
Liquidity rating remains SGL-1.

Affirmations:

Issuer: Meredith Corp.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Senior Secured 1st lien Term Loan B1, Affirmed Ba2 (LGD2)

Senior Secured Revolving Credit Facility, Affirmed Ba2 (LGD2)

Gtd Senior Unsecured Notes, Affirmed B3 (LGD5)

Unchanged:

Issuer: Meredith Corp.

Speculative Grade Liquidity Rating, SGL-1

Outlook Actions:

Issuer: Meredith Corp.

Outlook, Remains Stable

RATINGS RATIONALE

Meredith ratings reflect the company's successful execution of $430
million in targeted synergies upon its acquisition and integration
of Time Inc. assets, its ability to successfully improve the
advertising performance of legacy Time Inc. brands and the
company's repayment of $825 million in debt, partially using
proceeds from executed asset sales. The company's broadcasting
segment performed well in FY 2019, with 9% growth in non-political
advertising through MNI Targeted Media and higher consumer related
revenue as a result of growth in retransmission revenue, partially
offset by higher payments to affiliated networks. Political ad
revenue contributed $103 million in advertising for FY 2019 due to
tight political races in Phoenix, Las Vegas, St. Louis and Kansas
City, and is expected to be materially lower in FY 2020 due to
election cycle timing.

The company's announced reduction in financial performance
expectations for FY 2020 is driven by an extended timeline of
implementing synergies and improving ad-performance of Time Inc.
brands. In addition, operating performance is suffering from
unanticipated operating margin weakness in legacy Time Inc.
magazine portfolio due to its third-party acquired subscriber base,
which Meredith will be addressing over the next 12-24 months, and
margin weakness in magazine business due to higher postal rates.
While print advertising will remain challenged for the magazine
portion of Meredith business, Moody's anticipates that additional
synergies, further investments in digital and the company's ability
manage circulation, and advertising of its targeted portfolio of
titles will result in leverage remaining moderate at under 4x
(incorporating Moody's standard adjustments) over the next 12-18
months. Moody's anticipates additional $135 million in synergies,
positive free cash flow and incremental asset sales to drive
further debt repayment. The company remains committed to
de-levering, targeting leverage of 2x (before incorporating Moody's
standard adjustments), but these efforts will take time.

Social risks are considered low-to-medium, consistent with
publishing and broadcasting sectors. On the broadcasting side,
Moody's acknowledges Meredith's local media stations could see
negative press if it were to forego journalistic integrity in its
reporting. On the publishing side, Meredith's publications are
subject to changing consumer preferences, and evolving demographic
and societal trends. As online readership grows, publishers seek to
monetize their investments in online platforms through fee
subscriptions and/or online advertisements, or designing digital
advertising campaigns on behalf of their community business
partners. To best target viewers and subscribers, Meredith collects
user data, exposing it to data security and customer privacy
risks.

The stable rating outlook incorporates Moody's expectation for low
to mid-teen percentage declines in print advertising, with digital
advertising growing in mid-single digit percentages and some
contemporaneous circulation attrition. Combined with increased
investment needs and incremental turnaround costs and synergy
benefits, Moody's anticipates that secular weakness in magazine
business will remain over the next 12-18 months. Moody's expects
Local Media Group revenue to remain flat in FY 2020 due to
off-cycle political year, with re-transmission revenue increase
partially offset by higher affiliate expenses. Its outlook reflects
expectations that Meredith will deliver upon its revised guidance
for FY 2020, and does not incorporate further incremental debt
raises, material increases in common stock dividends or share
buybacks.

Ratings could be upgraded if Meredith demonstrates consistent
organic revenue and EBITDA growth, with debt-to-EBITDA leverage
being sustained comfortably below 3.5x (including Moody's standard
adjustments). Strong positive free cash flow and very good
liquidity would also be needed, with good revolver availability.
Management would also need to maintain a commitment to financial
policies consistent with the higher rating.

Ratings could be downgraded Meredith underperforms its FY 2020
guidance, if debt-to-EBITDA is sustained above 4.5x (including
Moody's standard adjustments), liquidity deteriorates with limited
free cash flow reducing balance sheet cash or if revolving credit
facility availability declines substantially. Ratings could also be
downgraded if the company revises its financial policy regarding
targeted leverage level, and materially increases shareholder
distributions or raises incremental debt.

Meredith Corporation is a diversified media company with magazine
publishing, brand licensing, and television broadcasting
operations. In January 2018, Meredith acquired all outstanding
shares of Time Inc. for total enterprise value of $2.8bn. The
company operates two business segments, National Media, and Local
Media. The National Media segment includes national consumer media
brands delivered via multiple media platforms including print
magazines and digital and mobile media, brand licensing activities,
database-related activities, and business-to-business marketing
products and services. The Local Media segment consists of 17
television stations located across the United States (U.S.)
concentrated in fast growing markets with related digital and
mobile media assets.

The principal methodology used in these ratings was Media Industry
published in June 2017.


MERRILL COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Merrill Communications LLC's B2
Corporate Family Rating and upgraded its Probability of Default
Rating to B2-PD from B3-PD. At the same time, Moody's assigned a B2
rating to the company's proposed $450 million first lien senior
secured credit facility (including the proposed $50 million
revolver due 2024 and $400 million first lien term loan due 2026).
The outlook is stable.

The company intends to use the net proceeds from the proposed bank
credit facility to refinance existing debt, fund a sizable dividend
of approximately $240 million to its current equity holders, put
cash on the balance sheet, and pay associated fees and expenses.
The proposed $50 million revolving credit facility is expected to
remain undrawn at close. The B2 ratings of Merrill's existing
credit facility (term loan B and revolver) are unaffected at this
time but will be withdrawn upon repayment in conjunction with the
refinancing.

The levering up of Merrill's balance sheet to fund a large
distribution weakens the company's credit profile and limits
financial flexibility in the near term. Pro forma for the dividend
recapitalization, Merrill's debt-to-EBITDA (Moody's adjusted and
expensing software development costs) will increase substantially
by more than three turns, to 5.5 times from 2.5 times as of July
31, 2019, which is high for the current rating. However, Moody's
has affirmed Merrill's B2 CFR based on the good growth prospects
and recurring nature of its revenues, stable cash flow generation
and good track record of deleveraging. Moody's expects that the
Merrill's credit metrics will migrate to a range that is more in
line with the B2 rating over the next 12-18 months and the company
will continue to generate healthy free cash flow and use excess
cash flow to repay debt.

The upgrade of the PDR to B2-PD from B3-PD reflects the transition
of the proposed financing to an all first-lien covenant-lite debt
structure, which results in a revision to the family recovery rate
assumption to 50% from 65%. The bank credit agreement (revolver
only) is expected to have a springing maximum first lien leverage
of 6.75 times, which will be tested if the revolver utilization
exceeds 35%.

Affirmations:

Issuer: Merrill Communications LLC

  Corporate Family Rating, Affirmed B2

Upgrades:

Issuer: Merrill Communications LLC

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

Assignments:

Issuer: Merrill Communications LLC

  $400 million Gtd Senior Secured 1st lien Term Loan due 2026,
  Assigned B2 (LGD3)

  $50 million Gtd Senior Secured 1st lien Revolving Credit
  Facility due 2024, Assigned B2 (LGD3)

Unchanged:

Issuer: Merrill Communications LLC

  $510 million ($167 million outstanding) Senior Secured 1st
  lien Term Loan due 2022, B2 (LGD3)

  $50 million Senior Secured 1st lien Revolving Credit Facility
   due 2020, B2 (LGD3)

Outlook Actions:

Issuer: Merrill Communications LLC

Outlook, Remains Stable

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.

RATINGS RATIONALE

Merrill's B2 CFR reflects the company's defensible market position
and long operating history as a provider of secure online
workspaces with a good reputation for product reliability and
security, as well as geographic revenue diversification. The
company's highly re-occurring sales and strong customer retention
rates drive consistent growth and provide near term visibility.
Moody's expects the company to maintain annual organic revenue
growth in excess of 10% over the next 12-18 months given favorable
trends in M&A and other use cases, strong new product pipeline and
market share gains. Merrill's rating is constrained by its high pro
forma debt-to-EBITDA leverage (Moody's adjusted after expensing for
all software development costs), estimated at around 5.5 times as
of July 31, 2019), aggressive financial policy, and the potential
for further capital structure changes given current ownership. The
company is modestly sized and has revenue concentration in the
financial services segment with exposure to volatility in global
capital markets also constrain the rating. The industry for virtual
data rooms remains fragmented and highly competitive with
susceptibility to evolving changes in technology.

The stable outlook reflects Moody's expectation that over the next
12-18 months Merrill will continue to demonstrate solid revenue and
earnings growth, maintain free cash flow-to-debt (Moody's adjusted)
above 5%, and its debt-to-EBITDA (Moody's adjusted and expensing
all software development costs) falls below 5.0 times.

Moody's expects Merrill to have good liquidity over the next 12-15
month. The company's liquidity is supported by solid pro forma cash
balances ($21 million at close) as of July 31, 2019, and Moody's
expectation for annual free cash flow of $40-45 million along with
full availability under its new $50 million revolving credit
facility expiring in 2024. These cash sources provide good coverage
of required term loan amortization that is modest at $4 million
annually. There are no financial maintenance covenants under the
term loan but borrowings under the revolving credit agreement are
subject to a maximum first lien leverage ratio of 7.75x if
utilization exceeds 35% of maximum capacity. Moody's does not
expect the company to utilize its revolving credit facility over
the next 12-15 months and there is significant cushion within the
required leverage ratio if the covenant is triggered.

The ratings could be downgraded if operating performance is weaker
than expected or free cash flow-to-debt (Moody's adjusted) is below
5% on sustained basis. The ratings could also be downgraded if
Moody's believes that the company is unlikely to reduce and sustain
debt-to-EBITDA (Moody's adjusted and expensing all software
development costs) below 5.5 times.

While unlikely in the near term, Moody's could upgrade the ratings
if Merrill profitable grows its scale and diversity, achieves and
maintains debt-to-EBITDA (Moody's adjusted and expensing all
software development costs) below 4.0 times, free cash flow-to-debt
(Moody's adjusted) is in the high-single digits and the company
commits to maintain conservative financial policies.

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

Merrill Communications LLC, under its DataSite brand, provides
on-demand information management and collaboration services to
clients to manage their complex, confidential and regulated
business information. Merrill is privately-owned, with the largest
holdings of equity held by previous debt holders, Sankaty Advisors,
Davidson Kempner Capital Management, and Carl Marks Management
Company. The company is expected to have revenues under $300
million in 2019.


MICHAELS COS: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Irving, Texas-based arts
and crafts specialty retailer The Michaels Cos. Inc. (Michaels) to
negative from stable and affirmed the 'BB-' issuer credit rating,
saying the company is subject to an increasingly challenging arts &
craft sector landscape amid economic uncertainty and tariff
pressures.

At the same time, S&P affirmed its 'BB+' issue-level rating, with a
recovery rating of '1', on the company's term loan as well as its
'B' issue-level rating, with a recovery rating of '6', on the
company's senior unsecured notes.

S&P said, "We expect tariffs to become increasingly challenging to
mitigate with the company estimating $400 million-$500 million of
product exposure subject to list four tariffs, which are currently
expected to be 15%. The outlook revision follows our view of the
increased likelihood of full implementation of list four tariffs
along with a 30-35% probability of a recession over the next year.
In the most recent quarter, Michaels reported largely flat gross
margins relative to the prior year as its pricing and sourcing
improvement efforts successfully offset increasing tariff
pressures. However, with a relatively slow inventory turn, we
expect margin pressures to intensify in the second half of fiscal
2019. In addition to an increase in list three tariffs from 25% to
30% in October, full scope implementation of list four tariffs will
cause a strain on consumers and limit discretionary arts and crafts
spending, in our view."

"The negative outlook reflects our view that Michaels may not be
able to mitigate excessive cost pressures related to tariffs and
increasing competition sufficiently to maintain its historically
elevated levels of profitability and competitive advantage. We
expect the company to generate $200 million-$250 million of FOCF
over the next 12 months after partially mitigating tariff-related
cost pressures and maintaining its competitive standing."

"We could lower the rating if we come to view the company as weaker
than other 'BB-' rated retail companies, likely based on heightened
volatility of profitability and a view that the company's
competitive standing in the arts and crafts industry has eroded.
For instance, if adjusted EBITDA margin contracts 100 basis points
(bps) more than our base case with continued deterioration
projected, we could lower the rating. Such a scenario could result
from competitive pressures reducing the company's price flexibility
while emerging cost increases related to tariffs remain largely
unmitigated."

"We could revise the outlook to stable if we believe a significant
portion of tariff-related cost increases have been offset by the
company's cost-saving initiatives and pricing power has not been
eroded by competitive forces. This could be demonstrated by
consistent positive comparable-store sales growth and gross margins
maintained in line with our base-case scenario."


MILLERS LANE: Court Ok's Millers Lane-Eclipse Bank Cash Stipulation
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
approves the agreement reached between Millers Lane Center, LLC,
and Eclipse Bank in connection with Millers Lane's use of cash
collateral.

The Agreed Order provides that:

   (a) the Debtor will continue to use all rental income in the
ordinary course of business;

   (b) the Debtor will grant Eclipse Bank a continued security
interest in the rents derived from the Real Property, whether pre-
or post-petition, to the extent of its security interests as
existed in the Cash Collateral prior to commencement of this
bankruptcy case;

   (c) the Debtor will make regularly scheduled monthly payments to
Eclipse Bank to be applied toward principal and interest
outstanding on:

       * Loan Account ending xx0274 for $3,339.61;
       * Loan Account ending xx0716 for $1,947.90;

   (d) Eclipse Bank will be granted an administrative expense claim
which will have priority over all other administrative expenses
except for cumulative fees payable to the U.S. Trustee, Kaplan
Johnson Abate & Bird LLP, Comprehensive Business Solutions and C.
Thomas Hectus of up to $200,000 exclusive of any retainer paid to
the Debtor's counsel; and

   (e) Eclipse Bank is authorized to collect all amounts due under
Loan Account ending xxxxx0047 from any obligated entity other than
the Debtor, including the exercise of remedies available to Eclipse
Bank with respect to its interest in the property commonly
identified as 2030 Spickert Knob, Floyds Knobs, Indiana 47119.

                    About Millers Lane Center

Millers Lane Center LLC is a privately held company in the general
rental centers industry. Millers Lane sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No.
19-32095) on July 2, 2019.  In the petition signed by its managing
member, Mark S. Brewer, the Debtor estimated assets and liabilities
of less than $10 million.  Kaplan Johnson Abate & Bird LLP is the
Debtor's counsel.


MOLINA HEALTHCARE: S&P Affirms 'BB-' Long-Term ICR; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' long-term issuer
credit rating on Molina Healthcare Inc. The outlook is stable.

S&P said, "The stable outlook reflects our view that Molina will
generate revenue of $16.8 billion-$17 billion in 2019, and $17.5
billion-$18.5 billion in 2020; adjusted EBIT of $900 million-$1.1
billion in 2019, and $1.0 billion-$1.2 billion in 2020; and a
run-rate adjusted EBIT return on revenue (ROR) of 5%-6%. We also
expect financial leverage of 45%-50% in 2019-2020 and EBITDA
fixed-charge coverage of at least 10x, with regulated capital
redundancy remaining at least 'BBB' in 2018-2020."

"We could lower the rating by one notch in the next 12-24 months if
Molina's ROR drops below 0%-2%, regulated capital redundancy falls
below 'BBB', and/or financial leverage is above 50%."

"We could raise the rating by one notch in 2019-2020 if Molina
sustains a ROR of at least 3%-5%, maintains regulated capital
redundancy of at least 'BBB', and reduces financial leverage closer
to 40%."

"Our ratings on Molina reflect its national profile as a
managed-care carrier for low-income government-subsidized
populations, some geographic diversity in 13 states and Puerto
Rico, and improving earnings. We believe the revamped management
team has done a good job with its turnaround strategy in terms of
improving margins, protecting revenue, and enhancing balance-sheet
flexibility. Molina's insurance subsidiaries are also adequately
capitalized and support the rating; we project Molina to have a
very modest 'BBB' capital redundancy per our model for 2019-2020
(due partly to some credit for holding company cash)."


MOUNTAIN CREEK: Plan Confirmation Hearing Set for Oct. 24
---------------------------------------------------------
A hearing to consider the adequacy of the amended disclosure
statement and confirmation of the Chapter 11 plan will be held on
October 24, 2019 at 11:00 AM.

Class 7A consists of all Mountain Creek General Unsecured Claims
which are defined by the Plan as any Claim against any of the
Mountain Creek Debtors that arose or is deemed or determined by the
Bankruptcy Code or Bankruptcy Court, as the case may be, to have
arisen before the Petition Date. Each Holder of an Allowed Mountain
Creek General Unsecured Claim in Class 7A shall receive payment, in
Cash, its pro-rata share of $350,000 payable over four years in
equal quarterly installments commencing on the first day of the
third month following the Effective Date. As of the date of this
Disclosure Statement, the estimated amount of Allowed Mountain
Creek General Unsecured Claims in Class 7A is approximately $8.1
million, and the estimated recovery to Holders of Allowed Mountain
Creek General Unsecured Claims in Class 7A is approximately four
percent (4%).

Class 7B consists of all Appalachian Liquors General Unsecured
Claims which are defined by the Plan as means any Claim against
Debtor Appalachian Liquors that arose or is deemed or determined by
the Bankruptcy Code or Bankruptcy Court, as the case may be, to
have arisen before the Petition Date. Each Holder of an Allowed
Appalachian Liquors General Unsecured Claim that has not been
satisfied or extinguished as of the Effective Date will receive
payment equal to five percent (5%) of such Allowed Claim, without
interest, within ten (10) days of the later of (i) the Effective
Date, or (ii) the date on that such claim becomes and Allowed
Claim. As of the date of this Disclosure Statement, the estimated
amount of Allowed Appalachian Liquors General Unsecured Claims in
Class 7B is approximately $110,000 and the estimated recovery to
Holders of Allowed Appalachian Liquors General Unsecured Claims in
Class 7B is five percent (5%).

Class 2 consists of the M&T Secured Claims which are defined by the
Plan as the Claims of M&T pursuant to the M&T Senior Obligations.
On the Effective Date, the M&T Loan Facility Documents shall be
reinstated and shall be enforceable in accordance with their terms
subject to the following modifications: (i) Reorganized MCRI shall
make monthly payments of principal and interest commencing on the
first day of the first month following the Effective Date through
and including the maturity date of the M&T Facility; (ii) all late
charges purportedly owed by the Debtors shall be waived, (iii)
Reorganized MCRI shall pay to M&T $2,000,000 on the Effective Date,
$1,000,000 on December 31, 2019 and $879,306 on February 28, 2020
to be applied against overdue principal payments on the M&T Loan,
and (iv) Reorganized MCRI may extend the maturity date of the M&T
Loan Facility to June 4, 2021 by remitting a payment of $2,000,000
to M&T by not later than May 4, 2020, which payment shall be
applied against the principal balance due under the M&T Facility.

Class 4 consists of the Kuzari Secured Claims which are defined by
the Plan as the pre- Petition Date Claims of Kuzari Investor 27335
LLC pursuant to the Kuzari Obligations. Pursuant to the agreement
of the Holders of Allowed Kuzari Secured Claims, on the Effective
Date, the Kuzari Facility Documents shall be reinstated and shall
be enforceable in accordance with their terms subject to the
following modifications: the maturity date of the Kuzari Facility
shall be extended for an additional year from 6 years and 8 months
to 7 years and 8 months.

Class 6 consists of all Sewer Claims. The Holders of Allowed Sewer
Claims shall be treated in accordance with the Sewer Settlement
Agreement.

Class 8 consists of all Mountain Creek Litigation Claims which are
defined by the Plan as Claims against any of the Mountain Creek
Debtors. For the avoidance of doubt, any payments to claimants,
whether in satisfaction of judgment, settlement, or because of
other resolution of the Claim shall be provided only from available
insurance coverage, if any, and no action shall be taken to collect
any portion of any settlement, judgment, or other costs from the
assets or properties of the Debtors or the Reorganized Debtors,
except with respect to any Allowed Insurance Carrier Defense
Reimbursement Claim (as defined below and in the Plan).

The $3.75 million Cash Contribution pursuant to the HSK/HM GG
Contribution, existing Cash balances of the Mountain Creek Debtors,
Cash from ongoing operations of Reorganized Debtor MCRI, and funds
advanced under the Mountain Creek Continuation Loan Agreement will
be the source of Cash for the payments required to be made under
the Plan on behalf of the Mountain Creek Debtors and their Estates.
As of September 3, 2019, the Mountain Creek Debtors’ cash on hand
was $549,867. The $3.75 million Cash Contribution pursuant to the
HSK/HM GG Contribution, existing Cash balances of Debtor
Appalachian Liquors, Cash from ongoing operations of Reorganized
Debtor Appalachian Liquors, and funds advanced under the Mountain
Creek Continuation Loan Agreement will be the source of Cash for
the payments required to be made under the Plan on behalf of Debtor
Appalachian Liquors and its Estate. As of September 3, 2019, Debtor
Appalachian Liquors’ cash on hand was $73,154.

The hearing at which the Court will determine whether to confirm
the Plan and approve this Disclosure Statement on a final basis
(the “Confirmation Hearing”) will take place on October 24,
2019 at 11:00 a.m. (prevailing Eastern Time) in Courtroom 3A of the
United States Bankruptcy Court for the District of New Jersey,
Martin Luther King, Jr. Federal Building, 50 Walnut Street, Newark,
New Jersey, 07102.

Any objection to confirmation of the Plan and/or final approval of
the Disclosure Statement must be filed with the Court and served so
as to be actually received on or before October 18, 2019 at 4:00
p.m. (prevailing Eastern Time).

A full-text copy of the Amended Disclosure Statement dated
September 6, 2019, is available at https://tinyurl.com/yy2hgmoj
from PacerMonitor.com at no charge.

A full-text copy of the Amended Plan dated September 6, 2019, is
available at https://tinyurl.com/yyf5jtkc from PacerMonitor.com at
no charge.

Counsel to the Debtors:

     Kenneth A. Rosen, Esq.
     Jeffrey D. Prol, Esq.
     Nicole Fulfree, Esq.
     Michael Papandrea, Esq.
     LOWENSTEIN SANDLER LLP
     One Lowenstein Drive
     Roseland, New Jersey 07068
     (973) 597-2500 (Telephone)
     (973) 597-2400 (Facsimile)

               About Mountain Creek Resort

Mountain Creek Resort, Inc., owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey.  The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts.  The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.

Mountain Creek Resort, Inc., and five affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017.  The
cases are pending before the Honorable Judge Stacey L. Meisel, and
jointly administered.

Mountain Creek estimated $10 million to $50 million in assets and
debt.

The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel;
Houlihan Lokey Capital, Inc., as business consultant and investment
banker; and Prime Clerk LLC as claims and noticing agent.

On May 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Trenk, DiPasquale,
Della Fera & Sodono, P.C., is the Committee's bankruptcy counsel.


NASSAU COS: S&P Withdraws 'BB' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings withdrew its 'BB' long-term issuer credit and
financial strength ratings (ICR and FSR) on Nassau Life Insurance
Co., its 'B' long-term ICR on The Nassau Companies of New York, and
its 'CCC+' long-term ICR and FSR on PHL Variable Insurance Co. at
the company's request. The outlook on these ratings was negative at
the time of the withdrawal.



NEXTERA ENERGY: Fitch Affirms BB+ LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings affirmed the Long-Term Issuer Default Ratings of
NextEra Energy Partners, LP and its subsidiary, NextEra Energy
Operating Partners, LP at 'BB+'/Stable Outlook. Due to strong legal
ties, the IDRs of the two entities are the same. Fitch has also
affirmed the 'BB+'/'RR4' rating for the senior unsecured notes at
NEP Opco. The 'RR4' denotes average recoveries in an event of
default. The senior unsecured notes are absolutely and
unconditionally guaranteed by NEP. The notes also have an upstream
guarantee from NextEra Energy US Partners Holdings, LLC (US
Holdings), which is a subsidiary of NEP Opco. US Holdings is the
borrower on the revolving credit facility, which is guaranteed by
NEP Opco.

NEP's ratings are driven by relatively stable and predictable
nature of contracted cash flow generation at its limited recourse
project subsidiaries, the asset and geographic diversity of its
wind, solar and natural gas pipeline portfolio, and strong sponsor
affiliation with NextEra, which is the largest renewable developer
in the U.S. Fitch believes the asset and geographic diversity of
NEP's portfolio and the long-term contractual nature of revenues
provide adequate visibility into the distributions that NEP
receives from its various project subsidiaries. NEP's ratings also
take into account the structural subordination of Holdco debt to
the substantial limited recourse debt at the project level, which
is typically sized to achieve a low to mid 'BBB' rating. It also
reflects management's target Holdco Debt/Parent Only FFO ratio of
4.0x-5.0x.

KEY RATING DRIVERS

Risk Emanating from PG&E's Bankruptcy: NEP has three solar
projects: Genesis (250 MW), Desert Sunlight (275 MW) and Shafter
(20 MW), which have a power purchase agreement (PPA) for all or
portion of their output with Pacific Gas & Electric (PG&E, Not
Rated). NEP is expected to derive 15% of its 2019 project cash
available for distribution (CAFD) from these three projects. PG&E
continues to execute on the PPA but the bankruptcy filing has
resulted in a technical default under each project financing
agreement leading to cash to be trapped at the project level.

Technical Default for Genesis: The Genesis project has a
Holdco-Opco financing structure, which makes servicing of the
Holdco debt entirely reliant on Opco distributions. A bankruptcy
filing by PG&E is considered a technical default under the OpCo
debt, trapping cash at the OpCo level. A default at OpCo has
resulted in a technical default of the HoldCo debt. OpCo has
suspended distributions to HoldCo and HoldCo could suffer payment
default as early as September. Notwithstanding the technical
default caused by the bankruptcy, Genesis has been one of the best
performing assets in NEP's portfolio and is expected to continue as
such with OpCo and HoldCo level DSCRs well north of 2.0x. On June
17, 2019, NEP launched a cash tender offer for all of Genesis
Holdco's outstanding 5.600% senior secured notes due 2038.
Approximately $115 million of debt was tendered.

Other Holdco Structures: Fitch has previously not consolidated any
debt at the non-recourse subsidiaries in its calculation of NEP's
credit metrics. However, since NEP issued debt to finance the
tender offer, Fitch has decided to include all debt held at
intermediate holding companies in its calculation of NEP's credit
metrics. NEP uses Holdco financing for its natural gas pipeline
assets, which stood at $200 million as of June 30, 2019.

Convertible Equity Portfolio Financings: Fitch favourably views
NEP's recent convertible equity portfolio financings with large
institutional investors. In 2018, NEP purchased 1.4 GW of wind and
solar portfolio from NextEra for $1.3 billion. The transaction was
funded with $573 million of proceeds from the sale of Canadian
assets and the balance with $750 million of convertible equity
portfolio financing with BlackRock Global Energy and Power
Infrastructure Fund (GEPIF). In March 2019, NEP entered into a
similar transaction with KKR. NEP announced plans to buy 611-MW
portfolio from NextEra for $1.02 billion and repay approximately
$220 million of project debt on a portfolio of 581 MW of wind
assets. The recapitalized wind assets along with the acquired 611
MW portfolio were placed into a partnership. KKR's Third Global
Infrastructure Investors Fund paid $900 million in exchange for an
equity interest in the partnership. NEP expects to periodically
exercise its right to buy out KKR's equity interest for a fixed
payment equal to $900 million, plus a fixed pre-tax annual return
of approximately 8.3 percent (inclusive of all prior distributions)
in partial interests between the three and a half and six-year
anniversaries of the agreement. Fitch's assignment of 100% equity
credit to these financings is based on the premise that NEP will
exercise its buyout right because a failure to do so can be
punitive since NEP's allocation of the distributable cash from the
portfolio will drop materially.

Contractual Cash Flows and Asset Diversity: The distributions that
NEP receives from the non-recourse project subsidiaries are well
diversified. The distributions are split as ~59% wind portfolio,
22% solar and 19% natural gas pipelines weighted on YE 2019 project
level CAFD. While the solar portfolio is largely CA based, wind
assets are geographically dispersed. Overall, the portfolio derives
37% of its CAFD from West, 26% from Midwest, 20% from South, 12%
from Texas and 4% from Northern U.S. After the latest transaction
with KKR closes, NEP has 47 operating projects compared to 10 in
2014. The asset and geographic diversity and the long-term
contractual nature of revenues provide high visibility into the
distributions from the project subsidiaries to NEP Opco. The
projects have no commodity risk. The concentration risk has also
materially decreased, with the top 5 projects contributing 45% of
CAFD versus greater than 84% at IPO. The top five projects include
three NET pipelines, Genesis and Desert Sunlight projects.

Robust Outlook for Wind and Solar Generation: Fitch believes
improving economics, customer demand for cleaner generation and
state renewable policy standards (RPS) will continue to drive wind
and solar generation in the U.S. As a result, the Yieldcos should
find no scarcity of renewable assets to acquire from third parties
or their sponsor. NEP's ROFO agreement with NextEra, under which
NextEra will offer an identified set of solar and wind assets for
purchase at market prices, runs till July 1, 2020. NextEra
continues to have a large organic development program so there will
continue to be a large pipeline of wind and solar projects that it
can offer to NEP for purchase. As of Dec 31, 2018, the ROFO
pipeline stood at 1.2 GW. Fitch believes NEP can meet its 12%-15%
unit LP distribution growth guidance through 2024 and continue to
have a competitive cost of capital. Fitch's forecasts do not
envisage diversification by NEP into other asset classes and
assumes future investments in its natural gas pipeline assets to be
modest.

NEP's Structural tax Advantages: Even though NEP is a C corporation
for U.S. federal income tax purposes, it is not expected to pay
meaningful federal income taxes for at least 15 years because of
NOLs generated through MACRS depreciation benefits. NEP
distributions up to an investor's outside basis are expected to be
characterized as non-dividend distributions or return of capital
for at least the next eight years. This makes NEP competitive to
MLPs as a yield plus growth vehicle.

Project debt sized for IG rating: The project debt for renewable
projects is typically sized to yield a DSCR > 1.2 and generate a
low 'BBB-'/'BBB' rating. Most recent DSCRs provided to Fitch by NEP
indicate that most of the renewable projects are performing well in
excess of their DSCR thresholds of 1.2x (2.75x NET Pipeline and
1.10x for Desert Sunlight). The debt typically matures within the
expiration date of the long-term contracts on any project.
Approximately 97% of CAFD comes from assets with either no
distribution test (64% of total CAFD) or DSCRs currently >
2.0x.

Target Capital Structure: The ratings of NEP and NEP Opco also take
into account the structural subordination of their debt to the
substantial limited recourse debt at the project level, which, as
mentioned, is typically sized to achieve a low to mid 'BBB' rating.
It also reflects management's target of maintaining Holdco
Debt/Parent Only FFO ratio in the 4.0x-5.0x range. Fitch defines
Parent Only FFO as project distributions less Holdco G&A expenses,
fee for management service agreement, credit fees and Holdco debt
service costs.

Strong Sponsor Support: NextEra established a ROFO portfolio at the
time of NEP's IPO in 2014 under which it offers to NEP an
identified set of solar and wind assets for purchase at market
prices. Aside from the drop down of 990 MWs at IPO, NEP has
purchased approximately 4.0 GWs of additional wind and solar assets
from Nextera. The ROFO agreement runs until July 1, 2020, and as of
Dec. 31, 2018, the ROFO pipeline stood at 1.2 GW. NextEra has
demonstrated other forms of sponsor support. In the fourth quarter
of 2016, NextEra implemented a structural modification to the
Incentive Distribution Rights fee structure that lowers NEP's cost
of equity and makes future acquisitions more accretive to LP
unitholders. NextEra also provides to NEP its management,
operational and administrative services via various service
agreements and financial management services through a cash sweep
and credit support agreement. These agreements will continue to
exist subject to the determination by NEP Board. The management
service agreement (MSA) between NextEra and NEP has a 20-year
contract life and cannot be terminated, except for cause. However,
NEP's board will have the ability to oversee the MSA.

Wind Variability a Key Risk: Fitch views resource variability as a
key risk factor for NEP since renewable generation is intermittent.
However, solar resource availability has typically been strong and
predictable in Fitch' experience and geographical diversity of
NEP's wind projects mitigates wind resource variability to a large
extent. Fitch has used P50 to determine its rating case production
assumption and P90 to determine its stress case production
assumption. The Holdco leverage metrics degrade by approximately 20
basis points in the stress case as compared to Fitch's base case
before additional stresses are applied in each of the scenarios.

Slippage in Counterparty Credit Quality: NEP's portfolio of assets
consists of long-term contracted projects with credit worthy
counterparties. NEP's portfolio currently has 16 year contract
life, weighted based on run-rate CAFD. The counterparty credit is
weighted average of 'BBB' based on Fitch and other rating agencies'
ratings. The average counterparty rating has declined from 'A-'
since 2017 in large part due to the decline in ratings for
California utilities. PG&E and SCE comprise 21% of expected 2019
run rate CAFD. The ratings for Pemex, which comprises 11% of
expected 2019 run rate CAFD, have also declined to 'BB+'/Negative
Outlook from 'BBB+'/Stable Outlook in 2016.

DERIVATION SUMMARY

Fitch views NEP's ratings to be positively positioned compared to
those of Atlantica Yield plc (AY, BB/Stable) and Terraform Power
(TERP, BB-/Stable) due to favorable geographic exposure, long-term
contractual cash flows with minimal regulatory risk, and
association with a strong sponsor. These factors more than offset
NEP's relative high leverage and weaker asset composition owing to
a larger concentration of wind assets.

NEP's ratings benefit from a strong sponsor, NextEra, which is the
largest developer and operator of renewable projects in the U.S.
with a strong track record and a solid development pipeline.
NextEra has demonstrated support for NEP in various forms including
structural modification of the Incentive Distribution Rights fee
structure, financial management services agreement and other
services agreements, and access to its development pipeline through
the Right of First Offer (ROFO) agreement. This provides visibility
to NEP's LP distribution per unit growth targets, which at 12%-15%
are more aggressive than those of AY (8%-10%) and TERP (5%-8%).
TERP's sponsor, Brookfield Asset Management (BAM, Not Rated), has
also demonstrated strong support for TERP by providing $650 million
equity to finance the acquisition of Saeta Yield, thereby taking
its ownership interest to 65%. In addition, BAM has committed to
support TERP through key agreements including management services
agreement, access to a 3,500 MW ROFO portfolio consisting of
operating wind and solar assets, and a $500 million four-year
secured credit facility at TERP for acquisitions. The support of
AY's new sponsor, Algonquin Power & Utilities Corp. (APUC,
BBB/Stable) is currently untested.

AY's portfolio benefits from a large proportion of solar generation
assets (77% of total MWs) that exhibit less resource variability.
In comparison NEP's portfolio consists of a large proportion of
wind MWs (84%). TERP's utility scale portfolio consists of 37%
solar and 63% wind. NEP's concentration in wind is mitigated to
certain extent by its diverse geographic footprint Fitch views
NEP's geographic exposure in the U.S. (100%) favorably as compared
to TERP's (64%) and AY's (36%). Both AY and TERP have exposure to
potential adverse changes to Spanish regulatory framework for
renewable assets. In terms of total MWs, approximately 40% of AY's
power generation portfolio is in Spain compared to 29% for TERP.

NEP's forecasted credit metrics are stronger than TERP's but weaker
than AY's. Fitch forecasts NEP's Holdco debt to Parent Only FFO
ratio to be mid to high 4.0x compared to mid to high 5.0x for TERP
and low 3.0x for AY.

Fitch rates AY, NEP and TERP based on a deconsolidated approach
since their portfolio comprises assets financed using non-recourse
project debt or with tax equity. Fitch's Renewable Energy Project
Rating Criteria uses one-year P90 as the starting point in
determining its rating case production assumption. However, Fitch
has used P50 to determine its rating case production assumption for
AY, NEP and TERP since they own a diversified portfolio of
operational wind and solar generation assets. Fitch believes asset
and geographic diversity reduces the impact that a poor wind or
solar resource could have on the distribution from a single
project. Fitch has used P90 to determine its stress case production
assumption. If volatility of natural resources and uncertainty in
the production forecast is high based on operational history and
observable factors, a more conservative probability of exceedance
scenario may be applied in the future.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for NEP include:

  -- P50 scenario used for base case wind and solar production;

  -- Buyout right exercised with GEPIF and NEP to pay 70% of the
buyout in common units with the balance paid in cash;

  -- Acquisition of operational and contracted renewable assets
over 2019 - 2021 to meet 12% to 15% distribution per unit growth;

  -- Acquisition CAFD between 8%-10%;

  -- Acquisitions funded with Holdco debt and equity such that
target capital structure is maintained;

  -- PG&E continues to perform under its PPAs and emerges out of
bankruptcy in 2022;

  -- NET Holdings debt treated as on credit;

  -- None of the project debt treated on-credit.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

NEP's partnership agreement requires a substantial portion of
upstream distribution from NEP Opco to be distributed to its
unitholders. In addition, the structural subordination to the
non-recourse project debt caps the yieldco IDR to 'BB+'

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  -- Growth strategy underpinned by aggressive acquisitions,
addition of assets in the portfolio that bear material volumetric,
commodity or interest rate risks;

  -- Material underperformance in the underlying assets that lends
variability or shortfall to expected cash flow for debt service;

  -- Lack of access to equity markets to fund growth that may cast
uncertainty regarding NEP's financial strategy;

  -- Distribution payout ratio approaching or exceeding 100%; and

  -- Holdco leverage ratio exceeding 5.0x on a sustainable basis.

LIQUIDITY AND DEBT STRUCTURE

NEP significantly improved its liquidity position through upsizing
its credit facility in May 2019 to $1.25 billion, from $750
million. The upsized facility provides flexibility for NEP to
finance acquisitions partly through revolver borrowings, which can
be subsequently termed out through equity and debt capital market
issuances. The new revolving credit facility matures February
2024.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has not made any financial statement adjustments that depart
materially from those contained in the published financial
statements of the rated entity.


NPC INTERNATIONAL: Moody's Lowers CFR to Caa1, Outlook Neg.
-----------------------------------------------------------
Moody's Investors Service downgraded NPC International, Inc.'s
Corporate Family Rating to Caa1 from B3 and Probability of Default
Rating (to Caa1-PD from B3-PD. Moody's additionally downgraded the
company's 1st lien senior secured revolving credit facility and 1st
lien senior secured term loan to B3 from B2, as well as the
company's 2nd lien senior secured term loan to Caa3 from Caa2. The
rating outlook is negative.

"The downgrade of the CFR to Caa1 reflects NPC's continued weak
operating performance with persistent cost and margin pressure,"
stated Adam McLaren, Moody's Senior Analyst. High leverage and weak
interest coverage, along with elevated capital expenditure
requirements have pressured the company's liquidity. For the last
twelve-month period ended June 25, 2019, NPC's debt to EBITDA was
high at over 7 times, with the expectation of remaining elevated
over the next 12-18 months given the challenging operating
environment with pressured same store sales and labor and margin
headwinds.

Downgrades:

Issuer: NPC International, Inc.

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

Corporate Family Rating, Downgraded to Caa1 from B3

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

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

Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD5) from
Caa2 (LGD5)

Outlook Actions:

Issuer: NPC International, Inc.

Outlook, Remains Negative

RATINGS RATIONALE

The Caa1 CFR reflects NPC's high leverage and modest interest
coverage driven by weaker operating trends and cost inflation
related in part to labor and wages, commodities, and pricing. Given
NPC's high level of capital investment, including relocations, new
units, and remodel initiatives, it is expected that free cash flow
will be constrained and liquidity to be weak. The rating also
considers NPC's limited product offering, concentrated day-part in
lunch and dinner and limited geographic diversity. The rating is
supported by NPC's multiple brands, meaningful scale within the
Pizza Hut and Wendy's franchise system, new advertising
partnerships, and dedicated brand management. The company benefits
from the support of its financial sponsor, including the $50
million of incremental term loan borrowings and $18 million of
capital injection thus far in 2019 which provide additional
liquidity to enable the company to continue to invest in remodels
and relocations, although NPC will require additional future
liquidity to continue to invest at such high levels (inclusive of
growth capex).

The negative outlook reflects Moody's view that the company will
continue to face margin pressure over the next 12-18 months which
will weigh on operating performance and credit metrics, while
investing heavily in remodels, new units, and relocations continue
to constrain liquidity. Performance improvement coupled with
additional equity injections from its sponsor or other forms of
liquidity could help stabilize the company's outlook.

Ratings could be downgraded in the event the company continues to
experience a sustained decline in operating performance. Any
deterioration in liquidity, including lack of continued sponsor
support or additional liquidity to fund elevated capital levels,
could also result in a downgrade.

The ratings could be upgraded in the event a sustained improvement
in operating performance, driven by profitable same store sales and
new unit growth resulted in stronger debt protection metrics and
liquidity. Specifically, an upgrade would require debt to EBITDA
declining towards 6.5 times and EBITA to interest exceeding 1.0
times on a sustained basis.

NPC is the largest Pizza Hut and Wendy's franchisee, operating
1,232 Pizza Hut restaurants and delivery units and 391 Wendy's
restaurants. Annual revenue is approximately $1.6 billion. NPC is
owned by Delaware Holdings, LLC and Eldridge Investment Holdings.

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.


OWEN & FRED: Inks Settlement With NYCDF Resolving Claim Motion
--------------------------------------------------------------
Owen & Fred Corp., d/b/a Boarding Pass NYC, filed an amended
Chapter 11 plan and disclosure statement proposing that
distributions to holders of Allowed Claims will occur quarterly
over a five-year period beginning on the Effective Date, except
Professional fees and expenses, which will be paid over 12 quarters
beginning on the Effective Date pursuant to agreement between the
Professionals and the Debtor.

The New York City Department of Finance filed a proof of claim #9
in the amount of $149,136.47, consisting of $105,195.47 for
Commercial Rent Tax and $43,941.00 for general corporate tax. The
Debtor filed a motion objecting to the claim.  The Debtor provided
NYCDF proof that the Debtor's rental obligations, including the
former Mulberry store, are less than the minimum amount required to
be subject to Commercial Rent Tax.
In addition, the Debtor filed all delinquent NYC tax returns for
the period 2012 to 2017, resulting in a liability in the amount of
$4,490.37, which will be paid through the Plan.  The Debtor and
NYCDF entered into a stipulation resolving the Claim Motion which
has been submitted to the Court to be so-ordered.

The Bankruptcy Court has scheduled the hearing on confirmation of
the Plan for October 16, 2019 at 2:30 p.m. Under section 1126(b) of
the Code, only Classes of Claims that are "impaired" under the
Plan, as defined by section 1124 of the Code and receiving a
distribution under the Plan are entitled to vote on the Plan.

A full-text copy of the Disclosure Statement dated September 6,
2019, is available at https://tinyurl.com/y3alxvzz from
PacerMonitor.com at no charge.

A blacklined version of the Disclosure Statement dated September 6,
2019, is available at https://tinyurl.com/yyb46l4m from
PacerMonitor.com at no charge.

Proposed Attorneys for the Debtor:

     Dawn Kirby, Esq.
     KIRBY AISNER & CURLEY LLP
     700 Post Road, Suite 237
     Scarsdale, NY 10583
     Tel: (914) 401-9500

                 About Owen & Fred Corp.

Owen & Fred Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-43534) on June 19,
2018.  In the petition signed by Michael Arnot, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million. Judge Carla E. Craig presides over the case.
The Debtor originally tapped DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP, as legal counsel, which was later replaced by
Kirby Aisner & Curley LLP.


PDARSH LLC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of PDARSH, LLC as of Sept. 13, according to a
court docket.
    
                         About PDARSH LLC
  
PDARSH, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wisc. Case No. 19-12769) on Aug. 16, 2019.

At the time of the filing, the Debtor had estimated assets of
between $50,001 and $100,000 and liabilities of between $100,001
and $500,000.  
  
The case has been assigned to Judge Brett H. Ludwig.  The Debtor is
represented by Pittman & Pittman Law Offices, LLC.


PEABODY ENERGY: Moody's Rates New $900MM Sec. Notes 'Ba3'
---------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Peabody Energy
Corporation's proposed $900 million Senior Secured Notes. Proceeds
from the offering, combined with funds from existing cash balances,
will be used to repurchase and redeem approximately $1 billion of
senior secured notes being tendered by the company.

"Peabody's revised deal structure will lower debt balances by about
$100 million, extend debt maturities, and pave the way for the
proposed joint venture with Arch Coal," said Ben Nelson, Moody's
Vice President -- Senior Credit Officer and lead analyst for
Peabody Energy Corporation.

Assignments:

Issuer: Peabody Energy Corporation

Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3)

RATINGS RATIONALE

The ratings on the company's existing secured notes are expected to
be withdrawn following the completion of the proposed transaction.
In the event that existing secured debt remains following the
refinancing transaction, Moody's will assess the extent to which
the secured debt retains collateral support and covenant
protection. Peabody indicated in an 8K filing that more than 95% of
existing secured debt has been tendered. In addition, the proposed
unsecured notes rated on 5 September 2019 were not issued and,
therefore, the rating will be withdrawn.

The Ba3 CFR reflects a diverse platform of cost competitive assets
in Australia and the United States, balancing strong credit metrics
and cash flow generation in recent quarters with the inherent
volatility of the metallurgical and export thermal coal markets and
ongoing secular decline in the US thermal coal industry. Most of
the company's US thermal coal produced in the United States is sold
to domestic utilities and all the US-produced metallurgical coal is
sold into the seaborne market. Most of the company's coal produced
in Australia is sold into the seaborne thermal and metallurgical
coal markets in Asia. Despite the diversity of the company's
operations, a sharp and sustained decline in coal prices would have
a meaningful impact on the company's earnings and cash flow, albeit
with some lag based on contracted volumes. Like other rated coal
producers, environmental and social factors have a material impact
on the company's credit quality.

Moody's expects credit metrics will soften but remain solid for the
rating in 2020, including an expected increase in adjusted
financial leverage to above 2.0x (Debt/EBITDA). The rating
incorporates expectations for the company to maintain solid credit
metrics in a scenario involving export coal pricing at the
mid-point of its medium term sensitivity ranges for export coal
prices, including export thermal coal in the range of $60-90 per
metric ton (Newcastle) and export metallurgical coal in the range
of $110-170 per metric ton (CFR Jingtang). The rating assumes that
credit metrics could become stretched, including adjusted financial
leverage above 3.0x (Debt/EBITDA) if export coal pricing remained
at the lower bound of its price ranges for more than a year, but
the company would be able to limit cash consumption by scaling back
capital spending to below $200 million and would still maintain
good liquidity. Good liquidity to support operations is critical to
maintaining credit quality in advance of such a scenario and,
therefore, maintaining the Ba3 CFR and stable rating outlook.

Moody's expects that the company will remain aggressive with
respect to shareholder returns in the near-term, but would scale
back the program to maintain the Ba3 CFR. Peabody has returned more
than $1.5 billion of cash to shareholders over the past two years.
However, notwithstanding substantial shareholder returns, the
company's equity is trading about 60% below peak levels and near a
52 week low. Management plans to accelerate share repurchase
activity in the second half of 2019.

The SGL-2 Speculative Grade Liquidity Rating ("SGL") reflects good
liquidity to support operations over the next 12-18 months. Peabody
reported $850 million of cash at 30 June 2019 (about $675 million
on a pro forma basis for the proposed transaction). The company
expects it will also have access to an undrawn $565 million
revolving credit facility (through 2020; $540 million through 2023)
and undrawn $250 million accounts receivables securitization
program. Moody's expects nearly $600 million of availability under
these facilities after considering letters of credit. The existing
revolving credit facility is expected to have net first lien
leverage ratio covenant set at 2.0x. The amended first lien term
loan is not expected to have any financial maintenance covenants.
Given the recent weakness in export coal pricing, Moody's places
greater emphasis on the cash component of the company's liquidity
until there is evident stabilization in the export market. The SGL
rating assumes that the company will maintain a robust cash balance
regardless of the company's access to revolving credit.

Environmental, social, and governance factors are important factors
influencing Peabody's credit quality. The company is exposed to ESG
issues typical for a company in the coal mining industry, including
increasing global demand for renewable energy that is detrimental
to demand for coal, especially in the United States and Western
Europe. From an environmental perspective the coal mining sector is
also viewed as: (i) very high risk for air pollution and carbon
regulations; (ii) high risk for soil and water pollution, land use
restrictions, and natural and man-made hazards; and (iii) moderate
risk for water shortages. Specific social issues with respect to
Peabody include the future operational status of the company's
North Goonyella metallurgical coal mine that is not operational
following a mine fire. The company is in the process of resuming
mining operations, but encountered delays with local authorities in
Queensland.

The Ba3 rating assigned to the new senior secured notes reflects a
first lien security interest in substantially all domestic assets
and a 65% equity pledge from substantially all foreign assets. A
meaningful contribution of EBITDA from the company's foreign
subsidiaries, which could be leveraged in a downside scenario,
creates some collateral weakness. However, secured debt represents
the preponderance of debt in the company's capital structure and,
therefore, all secured debt is rated on par with the Ba3 CFR.

The stable outlook assumes that Peabody will manage balance sheet
debt in the company's target range of $1.2-$1.4 billion, maintain
strong credit metrics, and good liquidity over the next 12-18
months. Moody's could upgrade the ratings with meaningful
improvement in industry conditions, including a slowing or reversal
of the rate of secular decline in the US thermal coal industry and
greater stability in metallurgical coal markets. A material
increase in scale and diversity, combined with expectations for
positive free cash flow generation in a stressed pricing
environment, could also have positive rating implications. Moody's
could downgrade the ratings with expectations for adjusted
financial leverage above 3.0x (Debt/EBITDA) or negative free cash
flow. Given the recent weakness in export coal pricing and
expectations for continued shareholder returns, a meaningful
erosion in the company's liquidity position could have negative
ratings implications.

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

Peabody Energy Corporation is a leading global pure-play coal
producer with coal mining operations in the US and Australia and
close to 5 billion tons of proven and probable reserves. The
company generated over $5.2 billion in revenues for the twelve
months ended June 30, 2019.


PERFORMANCE FOOD: Moody's Rates New Sr. Unsec. Notes 'B1'
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Performance Food
Group, Inc.'s proposed senior unsecured notes offering. Moody's
ratings for Performance Food Group are unchanged including its Ba2
Corporate Family Rating Ba2-PD Probability of Default Rating. The
company's Speculative Grade Liquidity Rating is SGL-2 and the
ratings outlook is negative.

Net proceeds from the proposed offering of notes due in 2027 in
conjunction with ABL borrowings and additional equity issuance will
be used to fund the proposed acquisition of Reinhart Foodservice
from Reyes Holdings. The proposed notes will rank pari passu with
the existing unsecured notes.

Assignments:

Issuer: Performance Food Group, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)

RATINGS RATIONALE

Performance Food Group, Inc. Ba2 rating benefits from being the
third largest food service provider in the US, greater business
diversification provided by its candy, snacks, and beverages
segment, moderate financial policy and good liquidity. Its recent
announced $2 billion acquisition of Reinhart Foodservice from Reyes
Holdings for approximately 10.6x EBITDA will increase its scale to
approximately $30 billion in net sales and increase its density in
existing markets. Despite the strategic benefits of the transaction
and its intention to finance approximately $300-400 million of the
purchase price with common equity, leverage will be elevated above
its downward trigger of 3.75x EBITDA. The proposed purchase, which
is its largest in recent history, will require solid integration
and the deploying of free cash flow to debt reduction to return
leverage to more appropriate levels for the rating. PFG is also
constrained by its more modest operating margins versus its larger
peers, and its acquisitive business strategy.

The negative outlook reflects its view that PFG's credit metrics
will remain elevated as the company integrates both the proposed
Reinhart purchase and the recently closed acquisition of Eby Brown.
The outlook also reflects the risks associated with integrating
these assets and the need to prioritize debt reduction over
acquisitions to return leverage to below 3.75x.

Factors that could lead to an upgrade include a sustained
improvement in earnings while maintaining a balanced financial
policy that results in debt to EBITDA of under 3.0 times and EBITA
to interest above 4.25 times on a sustained basis.

Factors that could lead to a downgrade include a steady
deterioration in operating performance, a longer than anticipated
timeframe for the integration of announced acquisitions or the
adoption of a more aggressive financial policy that does not
prioritize near term debt reduction that results in debt to EBITDA
sustained above 3.75 times or EBITA to interest falling below 3.25
times. A sustained deterioration in liquidity for any reason could
also lead to a downgrade.

Performance Food Group, Inc., a wholly owned subsidiary of
Performance Food Group Company headquartered in Richmond, Virginia,
is a food distributor with annual revenues of approximately $18
billion and about $30 billion pro forma for the acquisition of Eby
Brown and the proposed purchase of Reinhart Foodservice.

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


PERKINS & MARIE: Hires FTI Consulting as Financial Advisor
----------------------------------------------------------
Perkins & Marie Callender's, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ FTI Consulting, Inc., as financial advisor to
the Debtors.

Perkins & Marie requires FTI Consulting to:

   (a) render general financial advice, financial analytics and
       modeling as directed by the Debtors management;

   (b) review the Debtors' current 13 week cash flow forecast and
       provide any suggested modifications;

   (c) review the Debtors' short and long term business plan and
       provide any suggested modifications;

   (d) review the Debtors' store performance by brand and
       existing lease portfolio;

   (e) assist in the development and analysis of various
       strategic alternatives available to the Debtors;

   (f) assisting in analyzing and developing strategies to
       address the Debtors' existing obligations;

   (g) assist to develop tactics and strategies for negotiating
       with the Debtors' lenders;

   (h) assist with sizing and securing potential financing, as
       needed;

   (i) attend meetings, presentations and negotiations as may be
       requested by the Debtors; and

   (j) provide other services as requested by the Debtors.

FTI Consulting will be paid at these hourly rates:

     Senior Managing Directors                        $895 to
$1,195
     Directors/Senior Directors/Managing Directors    $670 to $880
     Consultants/Senior Consultants                   $355 to $640
     Administrative/Paraprofessionals                 $145 to $275

Prior to the Petition Date, the Debtors provided FTI Consulting
with a retainer payment of $125,000 on November 15, 2018.

FTI Consulting will also be reimbursed for reasonable out-of-pocket
expenses incurred.

John Strek, a partner at FTI Consulting, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

FTI Consulting can be reached at:

         John Strek
         FTI CONSULTING, INC.
         555 12th Street NW, Suite 700
         Washington, DC 20004
         Tel: (202) 312-9100
         Fax: (202) 312-9101

                About Perkins & Marie Callender's

Perkins & Marie Callender's, LLC, --
http://www.perkinsrestaurants.com/and
http://www.mariecallenders.com/-- are operators and franchisors of
family-dining and casual-dining restaurants, under their two
highly-recognized brands: (i) their full-service family dining
restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio,
Pennsylvania and Florida under the name "Perkins Restaurant and
Bakery" and (ii) their mid-priced, full-service casual-dining
restaurants, specializing in the sale of pies and other bakery
items, located primarily in California and Nevada under the name
"Marie Callender's Restaurant and Bakery". The Company was formed
in 2006 following the combination of the Perkins Restaurant &
Bakery chain with Marie Callender's.

As of the Petition Date, the Debtors owned 111 Perkins restaurants
located in 11 states, and franchise 255 Perkins restaurants located
in 30 states and four Canadian provinces. Similarly, as of the
Petition Date, the Debtors owned and/or operated 28 Marie
Callender's restaurants located in three states, and franchise 21
Marie Callender's restaurants located in two states and Mexico.
Thus, the Debtors owned, operated or franchised over 400
restaurants throughout the United States, Canada and Mexico.

On Aug. 5, 2019, Perkins & Marie Callender's, LLC, and 9 affiliates
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case
No. 19-11743).

Perkins & Marie estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

The Hon. Kevin Gross oversees the jointly administered cases.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; Houlihan
Lokey, Inc., as investment banker; and FTI Consulting as financial
advisor. Kurtzman Carson Consultants LLC is the claims agent.


PERKINS & MARIE: Hires Houlihan Lokey as Investment Banker
----------------------------------------------------------
Perkins & Marie Callender's, LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Houlihan Lokey Capital, Inc., as investment
banker to the Debtors.

Perkins & Marie requires Houlihan Lokey to:

   (a) provide a strategic alternatives assessment, including an
       estimated timeline and milestones;

   (b) assist the Debtors in refreshing and the distribution of
       selected information, documents and other materials,
       including advising the Debtors in the preparation of an
       offering memorandum and/or a confidential information
       memorandum;

   (c) assist the Debtors in soliciting, coordinating and
       evaluating indications of interest and proposals regarding
       any Transactions from current or potential lenders,
       equity investors, acquirers or strategic partners;

   (d) assist the Debtors with the negotiation of any
       Transactions, including participating in negotiations with
       creditors and other parties involved in any
       Transactions;

   (e) assisting the Debtors in valuing the Debtors or, as
       appropriate, assisting the Debtors in valuing the Debtors'
       assets or operations;

   (f) provide expert advice and testimony regarding financial
       matters related to any Transactions, if necessary;

   (g) attend meetings of the Debtors' Board of Managers,
       creditor groups, official constituencies and other
       interested parties; and

   (h) provide such other financial advisory and investment
       banking services as may be required by additional issues
       and developments not anticipated.

Houlihan Lokey will be paid as follows:

   a) Monthly Fees: During the term of the Engagment Agreement,
      the Debtors shall pay Houlihan Lokey in advance a cash fee
      of $100,000. Each Monthly Fee shall be earned upon Houlihan
      Lokey's receipt thereof in consideration of Houlihan
      Lokey accepting the engagement and performing services as
      described herein. 50% of the Monthly Fees previously paid
      to Houlihan Lokey shall be credited against the next
      Transaction Fee to which Houlihan Lokey becomes entitled
      hereunder (it being understood and agreed that no Monthly
      Fee shall be credited more than once), except that, in no
      event, shall a Transaction Fee be reduced below zero.

   b) Transaction Fees: In addition to the other fees provided
      for herein, the Debtors shall pay Houlihan Lokey the
      following transaction fees:

     i. Comprehensive Sale Transaction Fee. Upon the closing of a
        Comprehensive Sale Transaction, Houlihan Lokey shall
        earn, and the Debtors shall thereupon pay immediately and
        directly from the gross proceeds of such Comprehensive
        Sale Transaction, as a cost of such Comprehensive Sale
        Transaction, a cash fee calculated as follows:

        -- For Aggregate Gross Consideration ("AGC") up to $110
           million, 2.25% of the AGC;

        -- For AGC over $110 million, an incremental 5% of the
           AGC solely with respect to such amount over $110
           million;

        -- Plus, a one-time fee of $400,000, if the Comprehensive
           Sale Transaction  involves  multiple  Comprehensive
           Sale Transactions to separate unaffiliated entities
           (it being understood that such $400,000 fee shall only
           be paid once and shall be paid on the consummation of
           the second Comprehensive Sale Transaction);

        -- Provided, however,  that  the  Comprehensive  Sale
           Transaction Fee will not be less than $1.25 million if
           the Comprehensive Sale Transaction includes the sale
           of Perkins; provided, further, however, that, if (1)
           Perkins is not sold in such Comprehensive Sale
           Transaction, (2) the AGC for a Comprehensive Sale
           Transaction is less than $55.555 million and (3) a
           Restructuring Transaction Fee is earned, then the
           Comprehensive Sale Transaction Fee will be equal
           to 2.25% of the AGC (it being understood that in the
           event this proviso is applicable, then the payment of
           the Comprehensive Sale Transaction Fee pursuant hereto
           shall occur on the consummation of the Restructuring
           Transaction).

   c) Restructuring Transaction Fee: In the case of a
      Restructuring Transaction consummated during a
      Restructuring Proceeding, the date of consummation of a
      plan of reorganization or liquidation under Chapter 11 or
      Chapter 7 of the Bankruptcy Code pursuant to an order of
      the Court, Houlihan Lokey shall earn, and the Debtprs shall
      promptly pay to Houlihan Lokey, a cash fee upon
      consummation of the Restructuring Transaction equal to the
      greater of (i) $1.25 million and (ii) the Sale Break-Up Fee
      (if applicable).

   d) Chapter 11 Fee: If the Debtors consummates either (i) a
      Comprehensive Sale Transaction in which Perkins is sold or
      (ii) a Restructuring Transaction and such Comprehensive
      Sale Transaction or Restructuring Transaction is
      consummated during a Restructuring Proceeding, then the
      Debtors shall pay to Houlihan Lokey, in addition to any
      other Transaction Fees and at the time of the payment of
      the first Transaction Fee payable on or after the
      commencement of a Restructuring Proceeding, a fee of
      $500,000; provided, however, that the Chapter 11 Fee shall
      only be payable once.

   e) Financing Transaction Fee: Upon the closing of each
      Financing Transaction, Houlihan Lokey shall earn, and the
      Debtors shall thereupon pay immediately and directly from
      the gross proceeds of such Financing Transaction, as a cost
      of such Financing Transaction, a mutually agreed upon cash
      fee customarily payable to nationally recognized investment
      banks performing such roles in connection with comparable
      transactions.

During the 90 days prior to the commencement of these Chapter 11
Cases, the
Debtors paid Houlihan Lokey a total of $435,790.60.

Houlihan Lokey will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David Scheid, senior vice president of Houlihan Lokey Capital,
Inc., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

Houlihan Lokey can be reached at:

     David Scheid
     HOULIHAN LOKEY CAPITAL, INC.
     10250 Constellation Blvd., 5th Floor
     Los Angeles, CA 90067
     Tel: (310) 553-8871
     Fax: (310) 553-2173

                About Perkins & Marie Callender's

Perkins & Marie Callender's, LLC, --
http://www.perkinsrestaurants.com/and
http://www.mariecallenders.com/-- are operators and franchisors of
family-dining and casual-dining restaurants, under their two
highly-recognized brands: (i) their full-service family dining
restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio,
Pennsylvania and Florida under the name "Perkins Restaurant and
Bakery" and (ii) their mid-priced, full-service casual-dining
restaurants, specializing in the sale of pies and other bakery
items, located primarily in California and Nevada under the name
"Marie Callender's Restaurant and Bakery". The Company was formed
in 2006 following the combination of the Perkins Restaurant &
Bakery chain with Marie Callender's.

As of the Petition Date, the Debtors owned 111 Perkins restaurants
located in 11 states, and franchise 255 Perkins restaurants located
in 30 states and four Canadian provinces. Similarly, as of the
Petition Date, the Debtors owned and/or operated 28 Marie
Callender's restaurants located in three states, and franchise 21
Marie Callender's restaurants located in two states and Mexico.
Thus, the Debtors owned, operated or franchised over 400
restaurants throughout the United States, Canada and Mexico.

On Aug. 5, 2019, Perkins & Marie Callender's, LLC, and 9 affiliates
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case
No. 19-11743).

Perkins & Marie estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

The Hon. Kevin Gross oversees the jointly administered cases.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; Houlihan
Lokey, Inc., as investment banker; and FTI Consulting as financial
advisor. Kurtzman Carson Consultants LLC is the claims agent.


PERKINS & MARIE: Hires Kurtzman Carson as Administrative Advisor
----------------------------------------------------------------
Perkins & Marie Callender's, LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC, as
administrative advisor to the Debtors.

Perkins & Marie requires requires Kurtzman Carson to:

   (a) assist with, among other things, solicitation, balloting,
       tabulation, and calculation of votes, as well as preparing
       any appropriate reports, as required in furtherance of
       confirmation of plans of reorganization;

   (b) tabulate votes and perform subscription services as may be
       requested or required in connection with any and all Plans
       filed by the Debtors and provide ballot reports and
       related balloting and tabulation services to the Debtors
       and their professionals;

   (c) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (d) manage any distribution pursuant to a confirmed Plan prior
       to the effective date of such Plan; and

   (e) perform such other administrative services as may be
       requested by the Debtors that are not otherwise allowed
       under the order approving the Section 156(c) Application.

Kurtzman Carson will be paid at these hourly rates:

     Director/Solicitation Lead             $215
     Consultant/Senior Consultant        $65 to $210
     Technology Consultant               $35 to $95
     Analyst                             $30 to $50

Kurtzman Carson will be paid a retainer in the amount of $40,000.

Kurtzman Carson will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Evan Gershbein, a senior vice president at Kurtzman Carson
Consultants LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Kurtzman Carson can be reached at:

     Evan Gershbein
     KURTZMAN CARSON CONSULTANTS LLC
     222 N. Pacific Coast Highway, 3rd Floor
     El Segundo, CA 90245
     Tel: (310) 823-9000

                About Perkins & Marie Callender's

Perkins & Marie Callender's, LLC, --
http://www.perkinsrestaurants.com/and
http://www.mariecallenders.com/-- are operators and franchisors of
family-dining and casual-dining restaurants, under their two
highly-recognized brands: (i) their full-service family dining
restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio,
Pennsylvania and Florida under the name "Perkins Restaurant and
Bakery" and (ii) their mid-priced, full-service casual-dining
restaurants, specializing in the sale of pies and other bakery
items, located primarily in California and Nevada under the name
"Marie Callender's Restaurant and Bakery". The Company was formed
in 2006 following the combination of the Perkins Restaurant &
Bakery chain with Marie Callender's.

As of the Petition Date, the Debtors owned 111 Perkins restaurants
located in 11 states, and franchise 255 Perkins restaurants located
in 30 states and four Canadian provinces. Similarly, as of the
Petition Date, the Debtors owned and/or operated 28 Marie
Callender's restaurants located in three states, and franchise 21
Marie Callender's restaurants located in two states and Mexico.
Thus, the Debtors owned, operated or franchised over 400
restaurants throughout the United States, Canada and Mexico.

On Aug. 5, 2019, Perkins & Marie Callender's, LLC, and 9 affiliates
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case
No. 19-11743).

Perkins & Marie estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

The Hon. Kevin Gross oversees the jointly administered cases.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; Houlihan
Lokey, Inc., as investment banker; and FTI Consulting as financial
advisor. Kurtzman Carson Consultants LLC is the claims agent.


PERKINS & MARIE: Seeks to Hire Akin Gump as Counsel
---------------------------------------------------
Perkins & Marie Callender's, LLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Akin Gump Strauss Hauer & Feld LLP, as counsel
to the Debtors.

Perkins & Marie requires Akin Gump to:

   (a) advise the Debtors with respect to their rights, powers,
       and duties as debtors in possession in the continued
       operation of their business and the management of their
       properties;

   (b) advise the Debtors with respect to the conduct of these
       chapter 11 cases, including all of the legal and
       administrative requirements in chapter 11;

   (c) advise the Debtors and take all necessary or appropriate
       actions at the Debtors' direction with respect to
       protecting and preserving 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
       the Debtors are involved, including objections to claims
       filed against the Debtors' estates;

   (d) prepare pleadings in connection with these chapter 11
       cases, including motions, applications, answers, orders,
       reports, and other papers necessary or otherwise
       beneficial to the administration of the Debtors' estates;

   (e) assist the Debtors in obtaining the Court's approval of
       the post-petition debtor-in-possession financing facility;

   (f) advise the Debtors in connection with any potential sale
       of assets;

   (g) appear before the Court and any other courts to represent
       the interests of the Debtors' estates before such courts;

   (h) advise the Debtors regarding tax matters;

   (i) attend meetings and represent the Debtors in negotiations
       with representatives of creditors and other parties in
       interest;

   (j) negotiate, prepare, and obtain approval of the Debtors'
       chapter 11 plan and documents related thereto; and

   (k) perform and advise the Debtors as to all other necessary
       legal services in connection with the chapter 11 cases,
       including, without limitation, (i) analyzing the Debtors'
       leases and contracts and assumptions and assignments or
       rejections thereof, (ii) analyzing the validity of liens
       against the Debtors, and (iii) advising the Debtors on
       corporate and litigation matters.

Akin Gump will be paid at these hourly rates:

     Partners                 $925 to $1,755
     Counsels                 $710 to $1,420
     Associates               $510 to $975
     Paraprofessionals        $100 to $435

Prior to the Petition Date, Akin Gump held $580,000 in advance
payments on account of services to be performed and expenses to be
incurred in connection with the filing and prosecution of these
chapter 11 cases. Akin Gump has debited $283,099.09 against the
Advance Payment on account of prepetition services performed and
expenses incurred in connection with the filing of these chapter 11
cases. As such, $296,900.91 of the Advance Payment remains.

Akin Gump will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   Question:  Did you agree to any variations from, or
              alternatives to, your standard or customary billing
              arrangements for this engagement?

   Response:  No.

   Question:  Do any of the professionals included in this
              engagement vary their rate based on the geographic
              location of the bankruptcy case?

   Response:  No.

   Question:  If you represented the client in the 12 months
              prepetition, disclose your billing rates and
              material financial terms for the prepetition
              engagement, including any adjustments during the 12
              months prepetition. If your billing rates and
              material financial terms have changed postpetition,
              explain the difference and the reasons for the
              difference.

   Response:  As disclosed above, Akin Gump represented the
              Debtors during the 11 month period prior to the
              Petition Date. During that period, Akin Gump
              charged the Debtors its standard rates in effect at
              that time. Except for its standard annual
              adjustments to billing rates in January of each
              year, Akin Gump's billing rates did not otherwise
              change or increase between Akin Gump's 2018
              engagement and the Petition Date.

   Question:  Has your client approved your prospective budget
              and staffing plan, and, if so for what budget
              period?

   Response:  Akin Gump expects to develop a prospective budget
              and staffing plan to reasonably comply with the
              U.S. Trustee's request for information and
              additional disclosures, as to which Akin Gump
              reserves all rights. The Debtors have approved Akin
              Gump's proposed hourly billing rates. The Akin Gump
              attorneys and paraprofessionals staffed on the
              Debtors' chapter 11 cases, subject to modification
              depending upon further development, are set forth
              above.

Scott L. Alberino, partner of Akin Gump Strauss Hauer & Feld LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Akin Gump can be reached at:

     Scott L. Alberino, Esq.
     Joanna Newdeck, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     2001 K Street, N.W.
     Washington, D.C. 20006
     Tel: (202) 887-4000
     Fax: (202) 887-4288

                About Perkins & Marie Callender's

Perkins & Marie Callender's, LLC, --
http://www.perkinsrestaurants.com/and
http://www.mariecallenders.com/-- are operators and franchisors of
family-dining and casual-dining restaurants, under their two
highly-recognized brands: (i) their full-service family dining
restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio,
Pennsylvania and Florida under the name "Perkins Restaurant and
Bakery" and (ii) their mid-priced, full-service casual-dining
restaurants, specializing in the sale of pies and other bakery
items, located primarily in California and Nevada under the name
"Marie Callender's Restaurant and Bakery". The Company was formed
in 2006 following the combination of the Perkins Restaurant &
Bakery chain with Marie Callender's.

As of the Petition Date, the Debtors owned 111 Perkins restaurants
located in 11 states, and franchise 255 Perkins restaurants located
in 30 states and four Canadian provinces. Similarly, as of the
Petition Date, the Debtors owned and/or operated 28 Marie
Callender's restaurants located in three states, and franchise 21
Marie Callender's restaurants located in two states and Mexico.
Thus, the Debtors owned, operated or franchised over 400
restaurants throughout the United States, Canada and Mexico.

On Aug. 5, 2019, Perkins & Marie Callender's, LLC, and 9 affiliates
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case
No. 19-11743).

Perkins & Marie estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

The Hon. Kevin Gross oversees the jointly administered cases.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; Houlihan
Lokey, Inc., as investment banker; and FTI Consulting as financial
advisor. Kurtzman Carson Consultants LLC is the claims agent.


PINNACLE OPERATING: Moody's Lowers CFR to Caa3, Outlook Neg.
------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Pinnacle Operating Corporation to Caa3 from Caa2 and the
probability of default rating to Caa3-PD from the Caa2-PD. Moody's
also downgraded most instrument ratings and changed the outlook to
negative. The downgrades and the outlook change to negative reflect
deterioration of credit metrics and liquidity due to an ongoing
challenging agricultural market environment and continued risk of a
debt restructuring or distressed debt exchange. The downgrades also
reflect expectations that recoveries in the event of a default
could be lower because earnings have deteriorated and business or
assets are unlikely to be sold at high multiples in the current
challenging operating environment.

Downgrades:

Issuer: Pinnacle Operating Corporation

Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD

Corporate Family Rating, Downgraded to Caa3 from Caa2

Senior Secured Term Loan B, Downgraded to Caa3 (LGD4) from Caa2
(LGD4)

Gtd. Senior Secured Global Notes, Downgraded to Ca (LGD5) from Caa3
(LGD5)

Outlook Actions:

Issuer: Pinnacle Operating Corporation

Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Pinnacle Operating Corporation

Gtd. Senior Secured 2nd Lien Global Notes, Affirmed Ca (LGD6)

RATINGS RATIONALE

The downgrade reflects weak credit metrics and liquidity, untenable
capital structure and expectations that recoveries in the event of
a default could be lower because earnings have deteriorated amid
challenging operating conditions in the agricultural market.
Pinnacle's earnings have declined due to poor weather conditions in
2019 that have reduced agricultural chemical and fertilizer
applications and lowered planted acres and seed demand. As a
result, Pinnacle's debt/EBITDA as adjusted by Moody's rose to 12.3
times as of June 30, 2019, given the peak revolver draw and
including operating leases and 3rd party receivables financing
program. Moody's expects an increase in planted acres in 2020 which
should support demand for agricultural inputs. However, ongoing
commodity crop price weakness and volatility, a lack of resolution
of the US-China trade dispute, historically low farmer income
levels and increasing risk of farmer bankruptcies will constrain
Pinnacle's revenue and EBITDA growth in 2020. Even with return to
more normal weather conditions, Moody's projects minimal free cash
flow generation and expect Pinnacle's leverage to remain elevated
over 8 times in 2020, increasing refinancing risk. The company has
launched a strategic review process and would need to sell the
company or divest assets at a high multiple to address upcoming
maturities, which Moody's views as challenging in the current
market environment. The company's $397 million ABL revolver and $28
million of notes mature in November 2020 and the $314 million first
lien term loan matures in November 2021. The company's negotiations
to extend revolver maturities have been put on hold as it conducts
its strategic review and its liquidity is projected to remain weak
as it builds inventories for the fall application season.

Pinnacle's Caa3 corporate family rating reflects an ongoing risk of
a default or debt restructuring, weak credit metrics and
performance volatility due to its direct exposure to the cyclical
and stressed agricultural market, compounded by unprecedented wet
weather conditions in the spring of 2019. The rating also reflects
the company's private equity ownership, including previous debt
restructuring, as well as pressure from uncontrollable forces like
weather and crop prices. However, Pinnacle's position as the fifth
largest agricultural input retailer, according to CropLife industry
publication, management's continued initiatives to cut costs and
current strategic review are some of the supporting factors for the
credit.

The ratings of Pinnacle Operating Corp also take into account the
following environmental, social and governance factors. On the
governance front, the ratings take into account financial risks
related to private equity ownership and a history of debt
restructuring. As a retailer of agricultural chemicals, Pinnacle is
exposed to risks related to handling of hazardous materials and
related regulations. The company also sells generic herbicides,
such as glyphosate or dicamba. Moody's views ongoing regulatory and
consumer concerns about glyphosate and dicamba safety as a
potential environmental and social risk. The litigation risk
related to glyphosate is lower for the retailer compared to a
producer and another mitigating factor is there are limited
alternatives for replacing glyphosate in large scale farming.

The negative outlook reflects Moody's increased expectations of a
debt restructuring or distressed debt exchange and weakened
liquidity.

There is limited upside to the rating at this time. To achieve an
upgrade, the company needs to improve its capital structure and
start generating meaningful free cash flow to improve liquidity.

The ratings could be downgraded if liquidity or recovery
expectations deteriorate further.

Moody's expects Pinnacle to have weak liquidity over the next 12-18
months. The company has limited cash on hand and relies on its
revolver to manage liquidity. The company's approximately $397
million ABL revolver matures on November 15, 2020. The company had
$314 million of borrowings on the revolver as of June 30, 2019 and
$82.6 million of availability. The revolver availability is subject
to borrowing base limitations. Availability is expected to tighten
further in the third quarter as it builds inventories. Typically,
availability improves in the fourth quarter when the company
receives prepayments from customers, but challenging operating
conditions this year may negatively impact prepayments and
liquidity. The timing of supplier payments and the receipt of cash
from customers can squeeze liquidity from September through
November. Pinnacle also utilizes two third parties to finance trade
receivables, in support for customer credit programs, to fund its
working capital. While capital expenditures are low relative to
sales, the company has a high interest burden and needs to generate
at least $75 million of EBITDA to cover cash interest and capex.
The nearest maturity is $27.7 million of second lien notes due in
November 2020 and the revolver. The company has no maintenance
covenants, but the revolver has a springing fixed charge covenant
if excess availability falls below 10% of the commitment or $25
million. All assets are encumbered by the secured credit facilities
and notes, leaving no alternative sources of liquidity.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Pinnacle Operating Corporation, formed in mid-2012 by the financial
sponsor, Apollo Global Management LLC, is an agricultural input
(seed, fertilizer, and crop protection chemicals) supply and
distribution business. Pinnacle has an extensive network of 147
retail locations and depots serving 27 states, but it is still
concentrated in the Southern United States. Revenues were $1.3
billion for the twelve months ended June 30, 2019.


POLA SUPERMARKET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Three affiliates that have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:

      Debtor                                      Case No.
      ------                                      --------
      Pola Supermarket Corp.                      19-12971
      1331 Saint Nicholas Avenue
      New York, NY 10033-7235

      C&N New York Food Corporation               19-12972
      4138 Broadway
      New York, NY 10033-3703

      Melin Food Corporation                      19-12973
      1314 Saint Nicholas Avenue
      New York, NY 10033-7237

Business Description: Pola Supermarket Corp. and its subsidiaries
                      own and operate supermarkets.

Chapter 11 Petition Date: September 14, 2019

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtors' Counsel: J. Ted Donovan, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 221-5700
                  Fax: (212) 422-6836
                  E-mail: TDonovan@GWFGlaw.com

                     - and -

                  Kevin J. Nash, Esq.
                  GOLDBGERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway 22nd Floor
                  New York, NY 10036
                  Tel: (212) 221-5700
                  E-mail: knash@gwfglaw.com

Pola Supermarket's
Estimated Assets: $1 million to $10 million

Pola Supermarket's
Estimated Liabilities: $1 million to $10 million

C&N New York's
Total Assets: $2,381,800

C&N New York's
Total Liabilities: $802,921

Melin Food's
Estimated Assets: $600,000

Melin Food's
Total Liabilities: $149,907

The petitions were signed by Candido H. DeLeon, president.

A copy of Pola Supermarket's list of 20 largest unsecured creditors
is available for free at:

        http://bankrupt.com/misc/nysb19-12971_creditors.pdf

A full-text copy of Pola Supermarket's petition is available for
free at:

            http://bankrupt.com/misc/nysb19-12971.pdf

A copy of C&N New York's list of 14 unsecured creditors is
available for free at:

     http://bankrupt.com/misc/nysb19-12972_creditors.pdf

A full-text copy of C&N New York petition is available for free
at:

         http://bankrupt.com/misc/nysb19-12972.pdf

A copy of Melin Food's list of three unsecured creditors is
available for free at:

       http://bankrupt.com/misc/nysb19-12973_creditors.pdf

A full-text copy of Melin Food's petition is available for free
at:

           http://bankrupt.com/misc/nysb19-12973.pdf


PRECISION HOTEL: Seeks OK on Adequate Protection, Debt Payments
---------------------------------------------------------------
Precision Hotel Management Company seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to use cash
collateral in order to pay operating expenses and costs of
administering its Chapter 11 case.

In a proposed 6 months budget, the Debtor provides for $56,651 in
total expenses for September 2019.  Of this amount, $13,000 is for
utilities; $9,000 for salaries; and $6,000 for insurance.  
The budget also reflects proposed adequate protection payment to
Centennial Bank for $4,900; and regular payments to KCMI Capital,
Inc., for $5,651 and to Norman J. Scheiderham for $3,000.

A copy of the Budget can be accessed for free at:

          http://bankrupt.com/misc/Precision_Hotel_13-Cash_M.pdf

As adequate protection for cash collateral use, the Debtor offers
that:

    (a) creditors will have a postpetition lien on the collateral
to the same extent, validity and priority as existed prepetition;
and

    (b) the Debtor will pay adequate protection in an amount to be
determined by the Court and provide a replacement lien on the
postpetition funds to the same extent, validity, and
priority as existed prepetition.

                      About Precision Hotel

Precision Hotel Management Company is a privately held enterprise
that operates in the hospitality industry.  Precision Hotel sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08449) on Sept.
5, 2019 in Tampa, Florida.  In a petition signed by Virgina
Mitchell, president, the Debtor estimated both assets and
liabilities at $1 million to $10 million.  BLANCHARD LAW, P.A.,
represents the Debtor.


PREFERRED CARE: Court Approves Disclosure Statement
---------------------------------------------------
The Disclosure Statement explaining the Chapter 11 Plan of
Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, is approved.

The hearing on confirmation of the Plan will be October 23, 2019,
at 1:30 p.m. Central Time.

Objections to confirmation of the Plan must be filed and served by
October 16, 2019, at 4:00 p.m. Central.

A full-text copy of the Second Amended Amended Disclosure Statement
dated Sept. 16, 2019, is available at https://tinyurl.com/y42md28z
from PacerMonitor.com at no charge.

A full-text copy of the Second Amended Plan dated Sept. 16, 2019,
is available at https://tinyurl.com/yyljzgqw from PacerMonitor.com
at no charge.

Counsel for the Debtors:

     Mark E. Andrews, Esq.
     Aaron M. Kaufman, Esq.
     Jane A. Gerber, Esq.
     DYKEMA GOSSETT PLLC
     1717 Main Street, Suite 4200
     Dallas, Texas 75201
     Phone: (214) 462-6400
     Fax: (214) 462-6401
     Email: mandrews@dykema.com
            akaufman@dykema.com
            jgerber@dykema.com

               About Preferred Care Partners

Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.

Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017.  Travis Eugene Lunceford, manager of general
partner, signed the petition.  The jointly administered cases were
later transferred to the Fort Worth Division and assigned Case No.
17-44741.

Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.

Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000.  Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.


QMAX FINANCIAL: Moody's Withdraws Caa1 CFR Due to Withdrawn Bonds
-----------------------------------------------------------------
Moody's Investors Service withdrew all the ratings for QMax
Financial Holdings Inc. following the company's withdrawn bond
offering.

Withdrawals:

Issuer: QMax Financial Holdings Inc.

Corporate Family Rating, Withdrawn, previously rated Caa1

Probability of Default Rating, Withdrawn, previously rated Caa1-PD

Senior Secured Notes, Withdrawn, previously rated Caa2 (LGD4)

Outlook Actions:

Issuer: QMax Financial Holdings Inc.

Outlook, Changed To Rating Withdrawn From Stable

RATINGS RATIONALE

The withdrawal of these ratings follows the company's withdrawn
bond offering.

Q'Max Solutions Inc.s, headquartered in Houston, Texas, is a global
provider of onshore and offshore drilling fluids, solids control
and waste management solutions. It is owned by funds managed by
Palladium Partners and has annual revenues of approximately $0.5
billion.


QUALITYTECH LP: Moody's Assigns B1 CFR & Alters Outlook to Positive
-------------------------------------------------------------------
Moody's Investors Service affirmed QualityTech, L.P.'s B1 senior
unsecured debt rating. In the same rating action, Moody's assigned
a B1 corporate family rating to QualityTech, L.P. QualityTech, L.P.
is the operating partnership of QTS Realty Trust, Inc. The outlook
was revised to positive from stable, which reflects the REIT's
improved earnings quality and higher EBITDA margin resulting from
its successful strategic shift to exit non-core cloud and managed
services products to focus on hybrid colocation and select
hyperscale opportunities. The positive rating outlook also
incorporates the continued demand for data center assets.

The following rating was affirmed:

QualityTech, L.P.

Senior unsecured debt at B1

The following ratings were assigned:

QualityTech, L.P.

Corporate Family Rating at B1

Speculative Grade Liquidity Rating at SGL-2

The following rating was withdrawn:

QTS Realty Trust, Inc.

Corporate Family Rating at B1

Outlook Actions:

QualityTech, L.P.

Outlook revised to Positive from Stable

QTS Realty Trust, Inc.

Outlook Withdrawn from Stable

RATINGS RATIONALE

QTS's profitability has improved following the company's 2018
strategic shift to exit non-core cloud and managed services
products, which include dedicated cloud, specific managed services,
and a portion of colocation attached to non-core customers. Cloud
and managed services accounted for 14% of QTS's annualized rent for
year-end December 31, 2017. The shift sharpened the REIT's focus on
hybrid colocation and select hyperscale opportunities, which should
continue to drive margin improvement, enhance earnings quality, and
reduce cash flow volatility driven by the generally longer-duration
wholesale contracts with high quality tenants compared to cloud and
managed services contracts. EBITDA margin improved to 47.9% for Q2
2019, up from 46.7% for 2017, although still below Moody's data
center rated peers.

Historically, QTS's exposure to the cloud and managed services
products was vulnerable to competitive pricing dynamics and weaker
earnings quality. The competitive pricing is a result of low
barriers to entry that draw many participants, while the weaker
earnings quality stems from shorter lease terms and tenants of
moderate credit standing.

QTS has a granular customer base with limited customer
concentration in its portfolio. As of June 30, 2019, only five of
its more than 1,100 customers individually accounted for more than
3% of the REIT's monthly recurring revenue ("MRR"), with the
largest customer accounting for approximately 11.9% of its MRR and
the next largest customer accounting for only 5.9% of its MRR.
Rental Churn (MRR lost in the period to a customer intending to
fully exit the QTS platform in the near term compared to total MRR
at the beginning of the period) was 1.0% for the three months ended
June 30, 2019. Rental Churn was 2.3% for the six months ended June
30, 2019.

QTS's credit profile also benefits from solid and sustained demand
for data center space and its growing track record as a reliable
data center landlord. However, the REIT's rating is constrained by
its high leverage, material asset concentration, small scale, a
large percentage of near-term lease expiration and the growing
supply pressures in certain US markets mean that QTS's ability to
grow margins quickly will be constrained.

QTS's $423 million in two separate preferred issuances over the
course of 2018 have put pressure on its leverage (Moody's applies a
75% debt treatment to preferred stock). Its net debt to EBITDA
increased to 8.1x at Q2 2019, compared to 6.3x at the end of 2017.
Positively, QTS's total debt levels (ex-preferred equity) have
grown only modestly, and given visibility into the REIT's "booked
not billed" pipeline, Moody's expects QTS's leverage to improve,
approaching 7x in the next twelve to eighteen months, which
supports the positive outlook.

QTS is a relatively small player in the broader REIT sector,
particularly compared to Moody's rated data center REITs, with a
portfolio comprising of 26 data centers totaling $3.6 billion of
gross book value. QTS's two largest properties, Atlanta-Metro and
Atlanta-Suwanee, GA data centers contributed 31.2% and 15.7% of the
first six months of 2019 NOI, respectively. However, the REIT has
gradually reduced the exposure as it continues to broaden the asset
base.

QTS's SGL-2 rating is supported by its cash flow generation, ample
revolver availability, and a minimal near-term maturity schedule,
which should lend flexibility to support growth. At June 30, 2019,
QTS's revolving credit facility had $564 million available on its
$820 million capacity. The revolver expires in 2022 and contains a
one-year extension option. The REIT has an additional $10.6 million
in cash and $147 million in undrawn forward equity proceeds as of
June 30, 2019. However, the REITs' capex is sizable, between $450
million and $500 million for 2019, which was partially funded
through its common equity raise in Q1 2019. Nonetheless, the REIT's
financial flexibility is enhanced by its sizable unencumbered asset
pool, which represents 93.7% of gross assets as of Q2 2019.

As many data center tenants incorporate environmental impact
assessments in their leasing decisions, QTS has responded by
investing in ESG projects such as procurement of power from
renewable sources, conserve water and its commitment to achieve
LEED certifications at 90% of its properties by 2025.

An upgrade would be predicated on QTS's prudent growth strategy
while maintaining ample liquidity and improving profitability
margins. The ratings could be upgraded if the REIT's net debt
(including preferred stock) to EBITDA approaching 7.0x, EBITDA
margins are above 50% and fixed charge coverage is above 3.0x.

Given the positive outlook, it is unlikely that QTS's ratings would
be downgraded. However, if the REIT experiences higher than
expected churn and customer defections. The rating would also be
lowered if QTS's financial performance were to deteriorate such
that net debt (including preferred stock) to EBITDA is sustained
above 8.0x, EBITDA margins are approaching 45% or fixed charge
coverage is approaching 2.5x. Material increase in its development
exposure without adequate preleasing could also lead to negative
rating pressure.

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.

QTS Realty Trust, Inc., headquartered in Overland Park, Kansas, USA
is the REIT parent of QualityTech, LP. QTS is a provider of data
center solutions across a diverse footprint spanning more than 6
million square feet of owned mega scale data center space. At June
30, 2019, QTS owns, operates or manages 26 data centers and
supports more than 1,100 customers primarily in North America and
Europe.


RUNNIN L FARMS: Trucking Firms Seeks to Use at Least $280K Monthly
------------------------------------------------------------------
Runnin L Farms, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Alabama to use cash collateral to pay
operating expenses, pursuant to a budget.

The budget provides for $282,464 in total expenses; $150,800 of
which constitutes payroll; $84,000 for fuel; and $22,500 for
commercial insurance.  

The Debtor proposes to grant replacement liens to all creditors
with valid perfected interests in its cash collateral, in the
Debtor’s post-petition assets and proceeds thereof, to the same
extent, priority and validity as the creditors’ pre-petition
liens.  A copy of the budget is available free of charge at
http://bankrupt.com/misc/Runnin_Farms_11_Cash_M.pdf

                      About Runnin L Farms

Runnin L Farms, LLC, f/k/a Runnin L Farms, Inc., is a privately
held company in the general freight trucking business in Joppa,
Alabama.

Runnin L Farms filed a Chapter 11 petition (Bankr. N.D. Ala. Case
No. 19-82716) on Sept. 9, 2019.  In the petition signed by Donald
Barry Lindsey, authorized representative, the Debtor was estimated
to have assets and liabilities of between $1 million and $10
million.  Judge Clifton R. Jessup Jr. oversees the case.  TAZEWELL,
SHEPARD & MORRIS, P.C., represents the Debtor.


RVT, INC: Court Grants Cash Motion, Adequate Protection Pay-outs
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorizes RVT, Inc., to use cash collateral through the date of
confirmation of a Chapter 11 plan in RVT's case.  The Court allows
the Debtor to make adequate protection payments as proposed in its
motion.   

                          About RVT Inc.

RVT Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
19-17552) on Aug. 28, 2019.
The Hon. Mark S. Wallace is the case judge.  OAKTREE LAW represents
the Debtor.


RYMAN HOSPITALITY: Fitch Assigns BB- LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch ratings assigned 'BB-' ratings to Ryman Hospitality
Properties, Inc. (NYSE: RHP) and its operating partnership, RHP
Hospitality Properties, LP, including a Long-Term Issuer Default
Rating (IDR) of 'BB-'. The Rating Outlook is Stable.

The rating actions include the assignment of a 'BB+'/'RR1' rating
to the company's senior secured debt, which includes a secured
revolving facility and secured term loans. In addition, Fitch has
assigned a 'BB-'/'RR4' rating to Ryman's senior unsecured notes.

KEY RATING DRIVERS

High Quality, Differentiated Hotel Portfolio: RHP owns a high
quality, concentrated portfolio of five specialized hotels
(including its 62% interest in the Gaylord Rockies) with strong
competitive positions in the large group destination resort market.
The company's smallest hotel has 1,500 rooms and each of its five
properties ranks within the 10 largest U.S. hotels, as measured by
exhibit and meeting space square footage. RHP's portfolio also has
the highest space-to-rooms ratio in the segment.

Group bookings of 10 or more rooms comprise roughly 70% of with
multi-year advance bookings windows. RHP's high portfolio
concentration by assets, markets, price/amenity level, brand and
property manager are consistent with speculative grade ratings.
Marriott International (BBB/Stable) manages the company's hotels
following its acquisition of the Gaylord brand from RHP during
2012.

High capital costs and long lead times provide some barriers to new
supply in RHP's niche property type. RHP's assets are generally
attractive to institutional lenders and investors, supporting the
company's contingent liquidity. Development is not a key component
of RHP's strategy; however, the company has taken some development
risk, primarily through unconsolidated joint ventures (JVs) with
non-recourse, project level-financing.

Volatile Cash Flows: Hotel industry cyclicality is a key credit
concern. Hotels re-price their inventory daily and, resulting in
the shortest lease terms and least stable cash flows within
commercial real estate. Economic cycles and exogenous events (i.e.
acts of terrorism) have historically caused, or exacerbated
industry downturns.

The average large group bookings window is over two years, which
provides RHP with better revenue visibility than most hotel REITs.
Longer lead times can cause group demand to lag that of the overall
industry, which can buffer cash flows during downturns and delay
them during recoveries.

RHP's Entertainment segment (slightly over 10% of segment EBITDA)
provides some additional cash flow diversification and stability.
The segment includes unique, valuable entertainment content
stemming from the Grand Ole Opry's nearly 100-year history, as well
as other branded entertainment and/or F&B assets, such as the Ryman
Auditorium in Nashville, TN and the company's Ole Red branded
restaurant joint venture.

Adequate Capital Access: RHP's capital access is adequate for the
rating. The company has demonstrated access to common and preferred
equity, unsecured bonds and bank debt, secured debt, and joint
ventures. However, the company's capital access to some of these
sources is weaker than more established investment-grade REIT
issuers that own portfolios with more stable, longer lease duration
property types in core urban markets generally favored by
institutional equity investors and lenders.

Ryman's credit facility is secured by first-lien interests in each
of the company's owned Gaylord hotels. As a result, the company
would likely be unable to access the secured mortgage market to
bolster its liquidity during a downturn. Fitch notes that this is
mitigated somewhat by the company's liquidity position and
well-laddered maturity profile.

Elevated Leverage: Fitch expects Ryman to operate with REIT
leverage in the 4.0x to 5.0x range. RHP paid $235 million to
increase their ownership stake in its Gaylord Rockies JV to 62%
from 35% during the fourth quarter of 2018, which led to the
inclusion of the property in the company's consolidated financials.
The hotel's construction was financed with a $500 million
construction loan and $40 million mezzanine construction loan.
RHP's increased investment and consolidation of the JV construction
loans pushed the company's leverage moderately above the 5.0x high
end of its policy target in 2018. Fitch expects REIT leverage to
decrease during the forecast period to ~4.0x in 2022. The hotel
opened in December 2018 and should generate $80-$84 of EBITDA in
2019.

Influential Shareholder Seeking Entertainment Spin: Fitch views
RHP's entertainment segment as a modest, net credit positive that
adds some diversity to its cash flow, but will likely be separated
from the company in the medium to long term. Ryman's Entertainment
segment has historically been focused on legacy Nashville country
music venues/attractions, as well as its portfolio of content
rights and IP. Management estimates the segment will generate
$52-$56 million of EBITDA in 2019 and continues to invest in
expanding the segment.

Speculative Grade Liability Profile: RHP's liability profile is
consistent with a 'BB' category U.S. equity REIT. The company had
41% variable rate debt at June 30, 2019, which is consistent with a
'bb'. The company's shorter lease duration, more cyclically
sensitive cash flow profile mitigates the variable rate debt risk.
Variable rate debt will decline to 35% assuming the company
completes its $500 million refinancing, with its weighted average
debt maturity extending to 5.6 years from 3.6 years. Seventy one
percent of RHP's debt is secured and the balance unsecured.

RECOVERY RATINGS

In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
provides RRs for issuers with IDRs in the 'BB' category. The 'RR1'
for RHP's senior secured revolver and term loan supports a rating
of 'BB+', two notches above RHP's IDR, and reflects outstanding
recovery prospects in a distressed scenario. The 'RR4' for RHP's
senior unsecured debt supports a rating of 'BB-', the same as RHP's
IDR, and reflects average recovery prospects in a distressed
scenario.

PARENT SUB LINKAGE

Fitch links and synchronizes the IDRs of the parent REIT and
subsidiary operating partnership, as the entities operate as a
single enterprise with strong legal and operational ties.

DERIVATION SUMMARY

Ryman is smaller and more concentrated by assets, geography and
chain scale (i.e. hotel quality) than its rated hotel REIT peer
Host Hotels & Resorts 'BBB'. Ryman's operations are concentrated to
the five large hotels. The company's also operates with higher
leverage, more variable rate debt, and has less established capital
access and fewer unencumbered assets than Host Hotels & Resorts.
The company's entertainment assets differentiate it from its peers.
While the entertainment assets generate a small portion of the
Ryman's overall EBITDA, Fitch views the diversification as a credit
positive.

KEY ASSUMPTIONS

  - Low single digit RevPAR growth during the forecast period;

  - RHP successfully stabilizes the Gaylord Rockies property;

  - Continues to invest in entertainment assets and no spin-off
occurs;

  - No Share issuance or repurchase;

  - No Acquisitions or dispositions occur.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Public commitment to sustaining REIT leverage at 4.0x, or
below.

  - Greater portfolio diversification by market, asset, brand and
manager.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - REIT Leverage sustaining above 5.0x.

  - Spin-off of the company's Entertainment business segment,
including related intellectual property.

  - A U.S. lodging industry downturn more severe than Fitch's
stress case scenario could also cause a negative rating action.
Fitch's stress case contemplates industrywide RevPAR declines of
13%-15%, which is conservative, but less severe than the 20%
declines in 2008-2009.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of June 30, 2019, Ryman had $103.8million of
unrestricted cash and $176.3 million of availability under its $700
million revolver. In December 2018, the firm increased its interest
in the Gaylord Rockies from 35% to 61.2%, resulting in a cash
outflow of $235 million. The purchase of increased interest in the
property was financed by drawing on the firm's revolving credit
facility.

Some Near-Term Maturities: RHP's maturity schedule is manageable
with no meaningful maturities until 2021, when the company's
revolving credit facility and a $350 million bond issuance mature.
Ryman's term loans A and B mature in 2022 and 2024, respectively.
The construction loan related to the development of Gaylord Rockies
matures in 2019 and has three, one-year extensions at the
borrower's request.

Pro Forma: Ryman issued an $800 million term loan in July 2019 to
pay off construction debt ($539 million) related to the Gaylord
Rockies, and pay down the revolver balance by $153 million.
Additionally, Ryman intends to issue $500 million of fixed-rate
unsecured notes maturing in 2027. Proceeds will be used refinance
$350 million in notes due 2021 and utilize the remaining proceeds
to pay down the revolver balance.

Fitch expects Ryman to extend its revolving credit facility's
maturity to May 2024 from May 2021 during the third-quarter of
2019.

SUMMARY OF FINANCIAL ADJUSTMENTS

  -- Historical and projected recurring operating EBITDA is
adjusted to add back non-cash stock-based compensation;

  -- An 8x multiple was applied to operating leases.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Ryman Hospitality Properties, Inc. (NYSE:RHP)

  -- Long-Term IDR 'BB-'

RHP Hotel Properties, LP

  -- Long-Term IDR 'BB-' ;

  -- Senior secured credit facility 'BB+' /'RR1' ;

  -- Senior unsecured notes 'BB-' /'RR4' .

The Rating Outlook is Stable.


SELFRIDGE PARTNERS: Rental Income to Fund Plan Payments
-------------------------------------------------------
Selfridge Partners, LLC, filed a Chapter 11 plan and accompanying
disclosure statement proposing that the Plan will be funded by:

   a. Available Cash: $26,125.00 of cash available on the Effective
Date;

   b. Future Disposable Income: Debtor will fund the Plan primarily
through the income received from the operation of the Property; DIP
Funding: Debtor will be able to restore the property using funds
from a loan or a lease which are being negotiated; and

   c. Income: On a monthly basis, Debtor will receive rental income
of approximately $6,000.00.

Class 1: First Mortgage on 28901 Selfridge Drive Property are
impaired. Claims in this class consist of mortgage secured loans on
the Property.  All claims in this class are treated equally and the
same. Wilmington's claim will be paid according to the terms of the
original note, except that it has agreed to a $250,000 carve out to
pay Wells Fargo. This Claim shall be paid in accordance with the
terms of the current promissory note or any modification agreement
related thereto.

Class 2: Second Mortgage on 28901 Selfridge Drive Property are
impaired. Claims in this class consist of mortgage secured loans on
the Property. All  claims in this class are treated equally and the
same. Wells Fargo's claim will either: 1. Receive $250,000 from BSI
in full settlement, or 2. Be re-amortized to be paid at 5% interest
over thirty (30) years.

Class 3 Third Mortgage on 28901 Selfridge Drive Property are
impaired. Claims in this class consist of mortgage secured loans on
the Property. All claims in this class are treated equally and the
same. Hunter Pendleton and Colton Pendleton's claim’s shall be
paid in accordance with the terms of the current promissory note
except they will be subordinate to post-petition financing to
implement the plan.

A full-text copy of the Disclosure Statement dated September 6,
2019, is available at https://tinyurl.com/y6soszuv from
PacerMonitor.com at no charge.

Attorneys for Selfridge Partners, LLC:

     William E. Winfield, Esq.
     NELSON COMIS KETTLE & KINNEY LLP
     300 E. Esplanade Drive, Suite 1170
     Oxnard, California 93036-0238
     Telephone: (805) 604-4106
     Facsimile: (805) 604-4150
     Email: wwinfield@calattys.com

                    About Selfridge Partners

Selfridge owns in fee simple interest a rental property (a single
family dwelling at 28901 Selfridge Drive, Malibu, CA 90265) valued
at $2.50 million.

Selfridge filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
17-11618) on Sept. 7, 2017.  In the petition signed by Candace C.
Pendleton, its managing member, the Debtor disclosed $2.50 million
in assets and $4.90 million in liabilities.  Judge Peter Carroll
oversees the case.  

Nelson Comis Kettle & Kinney LLP is currently serving as the
Debtor's counsel.  Simon Resnik Hayes LLC had previously
represented the Debtor as bankruptcy counsel.


SHERIDAN HOLDING II: Files for Chapter 11 With Prepack Plan
-----------------------------------------------------------
Sheridan Holding Company II, LLC, and its related entities sought
Chapter 11 protection commenced chapter 11 cases to seek
confirmation of a prepackaged plan of reorganization that would
reduce prepetition debt by approximately $900 million, deleverage
their balance sheet, and provide crucial additional liquidity.

The Plan leaves trade creditors unimpaired and has the support of
holders of 99% of the Debtors' secured debt and holders of 96% of
their subordinated debt, who have documented their support for the
restructuring and the chapter 11 cases through a restructuring
support agreement.

A debtor-in-possession financing facility will address the Debtors'
immediate liquidity needs by providing $100 million in aggregate
financing and the consensual use of cash collateral.

The Debtors are an oil and natural gas investment fund with a
principal focus on acquiring and exploiting a balanced portfolio of
working interests in mature producing properties in onshore basins
in the United States.  Since the Debtors were established in 2010,
they have focused on a strategy of acquiring and enhancing the
value of mature producing oil and gas properties primarily from
large independent operators.  The Debtors' strategy includes the
application of cost-effective reinvestments, operational
improvements, and enhanced recovery programs to the acquired
assets.

The downturn and continued weakness in the commodities markets,
however, has hindered the Debtors' ability to implement their
strategy.  For the year ending December 31, 2018, the Debtors'
hedged EBITDA was $78.5 million.

                   $1.1 Billion of Funded Debt

As of the Petition Date, the Debtors have approximately $1.1
billion of funded debt, consisting of the following facilities of
Sheridan Production Partners II-A, L.P. ("SPP II-A"), Sheridan
Production Partners II-M, L.P. ("SPP II-M"), and Sheridan
Investment Partners II, L.P. ("SIP II," and together with SPP II-A
and SPP II-M, the "Sheridan II Borrowers"):

   * three first-lien revolving credit facilities with
approximately $66 million in aggregate principal outstanding (the
"Sheridan II Revolving Credit Facilities");

   * three first-lien term loan facilities with approximately
$543.1 million in aggregate principal outstanding, which share an
equal lien with the Sheridan II Revolving Credit Facilities (the
"Sheridan II Term Loan Facilities"); and

   * three unsecured subordinated credit facilities with
approximately $495.4 million in aggregate principal outstanding
(the "Sheridan II Subordinated Term Loan Facilities").

The Debtors used funds from the Sheridan II Revolving Credit
Facilities and the Sheridan II Term Loan Facilities, together with
equity commitments from limited partners (the "Limited Partners"),
to acquire oil and gas producing properties located in Texas, New
Mexico, and Wyoming.  The Sheridan II Subordinated Term Loan
Facilities, along with funds generated from certain hedging
agreements were used to pay down a substantial portion of the
Debtors' senior indebtedness.

                      Broader Sheridan Group

The Debtors are part of the broader Sheridan Group, which was
established in 2006 by a seasoned team of oil and gas executives
with Warburg Pincus LLC, a private equity firm, as the co-sponsor.
Headquartered in Houston, Texas, Sheridan II comprises the second
of three series of private-placement investment funds managed by
Sheridan Production Partners Manager, LLC ("Manager").  Of the
three series of funds, only Sheridan II has commenced chapter 11
cases.  Sheridan II itself consists of three sub-funds, each
intended for a different type of investor: taxable entities;
tax-exempt entities; and members of Warburg Pincus and the Sheridan
Group management team.

Non-Debtor affiliate, Sheridan Production Company, LLC ("SPC"), a
subsidiary of Manager, serves as the contract operator of the
Debtors' properties. In that capacity, SPC performs all services
with respect to the operation of the Debtors' properties, including
but not limited to, drilling, testing, completion and operation of
the wells operated by the Debtors, and procurement of drilling
rigs, equipment, supplies, and other services as may be necessary
for the operation and supervision of the contractors and vendors
providing such equipment and services.  SPC is the counterparty to
office leases, as well as certain contracts, licenses, surface use
agreements, easements and other agreements used in operation of the
Debtors' properties.

                        Road to Chapter 11

Lisa A. Stewart, executive chairman, president, chief investment
officer, and CEO, explains that over the past years, the Debtors
have taken steps to avoid a chapter 11 filing, even while many
other oil and gas companies have pursued in-court restructurings.
To stave off an impending liquidity crisis, the Debtors took a
proactive approach to the market challenges facing the oil and gas
industry.  This included comprehensive efforts to discontinue
distributions to the Limited Partners, decrease senior debt levels,
and decrease lease operating expenses and general and
administrative expenses while controlling capital expenditures.
Additionally, the Sheridan Group sought to mitigate risk associated
with commodity price volatility by engaging in commodity hedging
designed to protect revenue in the face of at-times wildly
fluctuating oil and gas prices.

In March 2017, the Debtors, with the assistance of their investment
banker, Evercore Group L.L.C., and at the request of the Senior
Secured Lenders, began contacting potential investors regarding an
investment opportunity in Sheridan II.  Based on the market's
positive views of the Debtors' potential, in 2017, the Debtors
raised approximately $455 million, $391 million of which consisted
of new capital, through the Sheridan II Subordinated Term Loan
Facilities.  As a condition of the Sheridan II Subordinated Term
Loan Facilities, in October 2017, the Limited Partners funded a
recall of 50% of all previous distributions made to the Limited
Partners, approximately $64 million in the aggregate.

Before the Petition Date, the Debtors obtained waivers of certain
financial covenants under their secured credit facilities.  The
Debtors' efforts ultimately did not provide a long-term solution to
their liquidity crisis.  Despite owning and operating a valuable
portfolio of oil and gas properties, and although the Debtors are
not currently required to make cash payments on the interest of the
Sheridan II Subordinated Term Loan Facilities, at currently
depressed commodity prices, the Debtors cannot continue to service
the interest obligations on their approximately $1.1 billion in
funded debt.

The Debtors' current debt load is unsustainable, particularly when
compared to that of their competitors.  A substantial balance sheet
deleveraging is necessary to allow the Debtors to withstand the
current commodity price volatility and to continue to maximize the
value of their oil and gas properties.

Recognizing the need for a long-term solution, in late 2018 and
early 2019 respectively, the Debtors retained Kirkland & Ellis LLP
and Evercore to explore strategic alternatives, including a
comprehensive restructuring.  More recently, the Debtors retained
AlixPartners, LLP as restructuring advisor.

Beginning in early 2019, the Debtors entered into comprehensive
restructuring negotiations with the lenders under the Sheridan II
Term Loan Facilities (the "Sheridan II Term Lenders"), the lenders
under the Sheridan II Revolving Credit Facilities (the "Sheridan II
Revolving Lenders") and the lenders under the Sheridan II
Subordinated Term Loan Facilities (the "Sheridan II Subordinated
Term Lenders").  Each of these groups organized and retained
advisors to facilitate due diligence and negotiations.

Over the course of six months leading up to the Petition Date, the
Debtors and Lenders engaged in hard-fought, good-faith negotiations
around the terms of the Plan.  These efforts culminated on Sept. 9,
2019, with the execution of the RSA among the Debtors and holders
of approximately 90% of the principal amount of the Sheridan II
Revolving Credit Facilities, holders of 100% of the principal
amount of the Sheridan II Term Loan Facilities, and holders of
approximately 96% of the principal amount of the Sheridan II Term
Subordinated Loan Facilities.

As a result of these efforts, the Debtors have commenced the
Chapter 11 cases with a Plan that enjoys overwhelming stakeholder
support: 94% of Sheridan II Revolving Lenders, 99% of Sheridan II
Term Lenders and 99% of Sheridan II Subordinated Term Lenders have
already submitted votes in favor of the Plan.  The Plan
contemplated by the RSA eliminates approximately $900 million of
the Debtors' funded debt in all circumstances and provides the
Debtors with $50 million in new-money debtor-in-possession
financing through a delayed draw term loan facility.

To ensure the restructuring transactions maximize value for all
stakeholders, the Plan also includes a sale "toggle" feature,
allowing for a potential sale to a third party supported by a
majority of the Senior Secured Lenders that are party to the RSA
and accomplished through the Plan.  The Debtors, with the
assistance of their advisors, and at the request of the Senior
Secured Lenders, commenced an exhaustive marketing process for a
going-concern sale in connection with a potential Asset Sale
Restructuring.  In May 2019, the Debtors and their advisors
distributed a teaser to approximately 900 potential buyers and
since then have corresponded with approximately 100 of those
parties, entered into 49 confidentiality agreements, granted data
room access to 45 participants and hosted 18 in-person data room
presentations, and engaged in substantial due diligence Q&A via
telephone and writing.  During the week of July 15, 2019, the
Debtors received 8 bids following expiration of the first-round bid
deadline.  The Debtors are continuing negotiations with these
bidders in an effort to achieve the highest and best offer for
their assets at a price supported by their Senior Secured Lenders.

                      Quick Chapter 11 Exit

With a fully solicited Plan in hand supported by virtually all
holders of the Debtors' funded debt, it is imperative that the
Debtors proceed swiftly to confirmation of the Plan and emergence
from these chapter 11 cases.  A prolonged stay in chapter 11 is
unnecessary and would only result in significant incremental
administrative costs.  Additionally, any delays in the chapter 11
process could frustrate the ongoing marketing process and the
Debtors' ability to close a value-maximizing sale.  Accordingly,
the Debtors have filed a scheduling motion to be heard at the
first-day hearing which requests the following dates, subject to
Court availability:

    * Confirmation and Disclosure Statement Objection Deadline:
October 15, 2019

    * Reply Deadline: October 16, 2019

    * Combined Confirmation and Disclosure Statement Hearing:
October 17, 2019

The RSA sets forth a clear pathway to emergence.  The Debtors
believe the transactions embodied in the Plan will leave the
reorganized enterprise with a considerably diminished debt load
and, when combined with the Debtors' new business plan,
well-positioned to compete in the upstream market, including by
pursuing business transactions that may become achievable due to
the Debtors' right-sized balance sheet.

                About Sheridan Holding Company II

Sheridan Holding Company II LLC --
http://www.sheridanproduction.com/-- is an independent oil and
natural gas company with production and development activities in
the Rocky Mountains, West Texas, and New Mexico.  

Sheridan and its debtor-affiliates comprise one of three private
placement oil and gas investment funds in the Sheridan group, all
under the common management of non-debtor Sheridan Production
Partners Manager, LLC.  

The Debtors' assets are primarily mature producing properties with
long-lived production, relatively shallow decline curves, and
lower-risk development opportunities.

Sheridan Holding Company II, LLC, and certain affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35198) on Sept.
15, 2019, to seek confirmation of a prepackaged plan of
reorganization that would reduce debt by $900 million.

The Debtors are estimated to have $100 million to $500 million in
assets and at least $1 billion in liabilities as of the bankruptcy
filing.

The Hon. Marvin Isgur is the case judge.

The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel;
EVERCORE GROUP L.L.C. as investment banker; and ALIXPARTNERS, LLP,
as restructuring advisor.  PRIME CLERK LLC is the claims agent.


SHERIDAN HOLDING II: Lenders Get Equity, to Have 55.8% Recovery
---------------------------------------------------------------
Over the course of six months, Sheridan Holding Company II LLC, et
al., and their lenders engaged in hard-fought, good-faith
negotiations around the terms of a restructuring plan.

The Debtors and Lenders reached an agreement-in-principle as
reflected by the Prepackaged Plan and the terms of the
Restructuring Support Agreement.

The RSA and Plan contemplate that the restructuring transactions
will involve the equitization of the vast majority of the Sheridan
II secured and unsecured debt (the "Equitization Restructuring"),
unless the Debtors, with the consent of a specified threshold of
the Senior Secured Lenders, agree to sell all or substantially all
their assets to a third-party purchaser pursuant to the Plan (the
"Asset Sale Restructuring").  If the restructuring transactions are
consummated through the Equitization Restructuring, the Debtors'
corporate structure will be streamlined under a single holding
company, New Sheridan, owned by the current Lenders, which holding
company, either directly or through one of its subsidiaries, will
acquire all of the assets of the Debtors.  Whether confirmed and
consummated through the debt-for-equity transaction or a sale
transaction, the Plan will resolve these Chapter 11 Cases, will cut
off the expense of bankruptcy, and will permit the Debtors to
distribute value to their stakeholders in a timely manner.

Alternatively, and to ensure the restructuring transactions
maximize value for all stakeholders, the Plan includes a sale
"toggle" feature, allowing for a potential Asset Sale Restructuring
if supported by the Required Consenting Secured Lenders and
accomplished through the Plan.

In parallel with the restructuring negotiations, the Debtors, with
the assistance of their advisors, and at the request of the Senior
Secured Lenders, commenced an exhaustive marketing process for a
going-concern sale in connection with a potential Asset Sale
Restructuring.

In May 2019, the Debtors and their advisors distributed a teaser to
approximately 900 potential buyers and since then have corresponded
with approximately 100 of those parties, entered into 49
confidentiality agreements, granted data room access to 45
participants and hosted 18 in-person data room presentations, and
engaged in substantial due diligence Q&A via telephone and writing.
During the week of July 15, 2019, the Debtors received 8 bids
following expiration of the first-round bid deadline.  The Debtors
are continuing negotiations with these bidders in an effort to
achieve the highest and best offer for their assets at a price
supported by their Senior Secured Lenders.

As of June 28, 2019, the Debtors have approximately $1.1 billion of
funded debt, consisting of:

   * three first-lien revolving credit facilities with
approximately $66.0 million in aggregate principal outstanding (the
"Sheridan II Revolving Credit Facilities");

   * three first-lien term loan credit facilities with
approximately $543.1 million in aggregate principal outstanding,
which share an equal lien with the Sheridan II Revolving Credit
Facilities (the "Sheridan II Term Loan Facilities"); and

   * three unsecured subordinated credit facilities with
approximately $495.5 million in aggregate principal outstanding
(the "Sheridan II Subordinated Term Loan Facilities").

The Plan contemplates the following stakeholder recoveries:

   -- Holders of Administrative Claims and Other Priority Claims
will receive payment in full in cash;

   -- Holders of Allowed DIP Claims will receive either:

      * if the DIP Lender holds an Allowed New Money DIP Claim: (i)
in an Equitization Restructuring, a Pro-Rata share of Tranche A of
the First-Out/Second-Out Exit Facility; or (ii) in an Asset Sale
Restructuring, payment in full in cash; and

      * if the DIP Lender holds an Allowed Roll-Up DIP Claim: (i)
in an Equitization Restructuring, a Pro-Rata share of Tranche B of
the First-Out/Second-Out Exit Facility; or (ii) in an Asset Sale
Restructuring, payment in full in cash;

   -- Sheridan II Revolving Lenders and Sheridan II Term Lenders
will receive either: (i) in an Equitization Restructuring, their
ratable share of (a) Tranche C of the Last-Out Exit Facility and
(b) 95% of the New Common Stock; or (ii) in an Asset Sale
Restructuring, their ratable share of the sale proceeds up to the
allowed amount of their claims, less the sale proceeds given to
junior stakeholders.  Projected recovery: 55.8%

   -- Sheridan II Subordinated Term Lenders will receive either:
(i) in an Equitization Restructuring, their ratable share of 5% of
the New Common Stock; or (ii) in an Asset Sale Restructuring, their
ratable share of $9,000,000 of the sale proceeds.  Projected
recovery: 2.6%

   -- General Unsecured Claims will be Reinstated or otherwise
receive payment in full in cash.  Projected recovery: 100%

Given the overwhelming support for the Debtors' restructuring, the
Debtors elected to pursue a prepackaged restructuring to maximize
value by minimizing both the costs of restructuring and the impact
on the Debtors' businesses.  Accordingly, the RSA contains certain
milestones, including securing an order confirming the Plan by
November 14, 2019, and the incurrence of the Effective Date by
December 17, 2019.  The Debtors believe they can confirm a plan of
reorganization and emerge from chapter 11 within these time periods
without prejudicing the ability of any parties to assert their
rights in these Chapter 11 Cases.

A copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/Sheridan_II_9_Disc_Statement.pdf

                About Sheridan Holding Company II

Sheridan Holding Company II LLC --
http://www.sheridanproduction.com/-- is an independent oil and
natural gas company with production and development activities in
the Rocky Mountains, West Texas, and New Mexico.

Sheridan and its debtor-affiliates comprise one of three private
placement oil and gas investment funds in the Sheridan group, all
under the common management of non-debtor Sheridan Production
Partners Manager, LLC.  

The Debtors' assets are primarily mature producing properties with
long-lived production, relatively shallow decline curves, and
lower-risk development opportunities.

Sheridan Holding Company II, LLC, and certain affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35198) on Sept.
15, 2019, to seek confirmation of a prepackaged plan of
reorganization that would reduce debt by $900 million.

The Debtors are estimated to have $100 million to $500 million in
assets and at least $1 billion in liabilities as of the bankruptcy
filing.

The Hon. Marvin Isgur is the case judge.

The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel;
EVERCORE GROUP L.L.C. as investment banker; and ALIXPARTNERS, LLP,
as restructuring advisor.  PRIME CLERK LLC is the claims agent.


SHERIDAN HOLDING: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Sheridan Holding Company II, LLC
             1360 Post Oak Blvd., Suite 2500
             Houston, TX 77056

Business Description: Sheridan Holding Company II LLC is an
                      independent oil and natural gas company
                      with production and development activities
                      in the Rocky Mountains, West Texas, and New
                      Mexico.  

                      Sheridan and its debtor-affiliates comprise
                      one of three private placement oil and gas
                      investment funds in the Sheridan group, all
                      under the common  management of non-debtor
                      Sheridan Production Partners Manager, LLC.  

                      The Debtors' assets are primarily mature
                      producing properties with long-lived
                      production, relatively shallow decline
                      curves, and lower-risk development
                      opportunities.

                      On the web:
http://www.sheridanproduction.com/

Chapter 11 Petition Date: September 15, 2019

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Nine affiliates that simultaneously filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                        Case No.
     ------                                        --------
     Sheridan Holding Company II, LLC (Lead Case)  19-35198
     Sheridan Production Partners II-A, L.P.       19-35199
     Sheridan Production Partners II-B, LP.        19-35200
     Sheridan Production Partners II-M, L.P.       19-35201
     SPP II-B GP, LLC                              19-35202
     SPP II-M GP, LLC                              19-35203
     Sheridan Production Partners II, LLC          19-35204
     Sheridan Investment Partners II, L.P.         19-35205
     Sheridan Investment Partners II GP, LLC       19-35206


Judge: Hon. Marvin Isgur

Debtors'
General
Bankruptcy
Counsel:           Joshua A. Sussberg, P.C.
                   Steven N. Serajeddini, Esq.
                   KIRKLAND & ELLIS LLP
                   KIRKLAND & ELLIS INTERNATIONAL LLP
                   601 Lexington Avenue
                   New York, New York 10022
                   Tel: (212) 446-4800
                   Fax: (212) 446-4900
                   Email: joshua.sussberg@kirkland.com
                          steven.serajeddini@kirkland.com

                     - and -

                   Spencer A. Winters, Esq.
                   KIRKLAND & ELLIS LLP
                   KIRKLAND & ELLIS INTERNATIONAL LLP
                   300 North LaSalle Street
                   Chicago, Illinois 60654
                   Tel: (312) 862-2000
                   Fax: (312) 862-2200
                   Email: spencer.winters@kirkland.com

Debtors'
Local
Bankruptcy
Counsel:           Matthew D. Cavenaugh, Esq.
                   JACKSON WALKER L.L.P.
                   1401 McKinney Street, Suite 1900
                   Houston, Texas 77010
                   Tel: (713) 752-4200
                   Fax: (713) 752-4221
                   Email: mcavenaugh@jw.com

Debtors'
Investment
Banker:            EVERCORE GROUP L.L.C.

Debtors'
Restructuring
Advisor:           ALIXPARTNERS, LLP

Debtors'
Notice &
Claims
Agent:             PRIME CLERK LLC
                   https://cases.primeclerk.com/SheridanII

Estimated Assets
(on a consolidated basis): $100 million to $500 million

Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion

The petition was signed by Lisa A. Stewart, authorized signatory.

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

           http://bankrupt.com/misc/txsb19-35198.pdf

List of Debtor's 50 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Wilmington Trust,                13.5%/17% PIK     $513,932,100
National Association              Subordinated Term
50 South Sixth Street,            Loan Due October
Suite 1290                              2022
Minneapolis, MN 55402
Tel: 612-217-5675
     612-217-5645
Fax: 612-217-5651
Email: nkroll@wilmingtontrust.com;
       jjankiewicz@wilmingtontrust.com

2. OXY USA WTP LP                     Suspended           $492,029
5 Greenway Plaza                        Funds
Suite 110
Houston, TX 77046
Attn: Vicki Hollub
President and Chief Executive Officer
Tel: 713-215-7000
Fax: 713-215-7095

3. TCB Trustee ACCT 101              Suspended            $334,324
                                       Funds

4. Apache Corporation                Suspended            $323,839
2000 Post Oak Boulevard                Funds
Suite 100
Houston, TX 77056
Attn: John J. Christmann IV,
Chief Executive Officer and President
Tel: 713-296-6000
Fax: 713-296-6496

5. Wells Fargo Bank, NA Trust        Suspended            $278,887
Acct #050515115100                     Funds
P.O. Box 1959
Midland, TX 79702
Attn: C. Allen Parker
Interim Chief Executive
Officer and President
Tel: 866-878-5865

6. MMXV Assets LLC                   Suspended            $266,627
P.O. Box 460130                        Funds
San Antonio, TX 78246-0130
Tel: 866-878-5865

7. Hitchcock, E H                    Suspended            $242,683
Hitchcock and Blanche                  Funds
Hitchcock
Attn: President or General Counsel

8. Thompson, Robert                  Suspended            $208,921
Attn: President or                     Funds
General Counsel

9. Earnest Barrow & Dorothy          Suspended            $168,093
                                       Funds

10. Mooers Oil Corp                  Suspended            $130,772
P.O. Box 160669                        Funds
San Antonio, TX 78280-2869

11. Tep Anadarko Basin South         Suspended            $127,821
2100 McKinney Ave Ste 1770             Funds
Dallas, TX 75201
Attn: President or General Counsel

12. Lily N Lauterbach Estate         Suspended            $127,548
P.O. Box 8004                          Funds
Liberty, TX 77575
Attn: President or General Counsel

13. Helen Dickson Walker             Suspended            $117,207
16720 Stuebner Airline                 Funds
PMB 234
Spring, TX 77379-7318
Attn: Presisdent or General Counsel
Tel: 210-377-3488

14. Sunrise Energy Partners L        Suspended            $114,662
1888 Century Park East Ste 370         Funds
Los Angeles, CA 90067
Attn: President or General Counsel

15. Garrett, Melvin                  Suspended            $114,254
                                       Funds

16. C R Hutcheson 1967 Trust         Suspended             $99,749
Account #010515067500                  Funds
P.O. Box 40909
Austin, TX 78704

17. CTV O&G TX LP                    Suspended             $93,569
201 Main St Ste 3100                   Funds
Fort Worth, TX 76102-3131
Attn: President or General Counsel

18. John William Lauterbach D        Suspended             $83,818
                                       Funds

19. Black Stone Minerals Co L        Suspended             $74,319
P.O. Box 301267                        Funds
Dallas, TX 75303-1267

20. Flag Development LLC             Suspended             $74,319
10 Desta Drive Ste 260E                Funds
Midland, TX 79705
Attn: President or General Counsel

21. Jessie Blevins Crump Fami        Suspended             $74,004
P.O. Box 840738                        Funds
Dallas, TX 75284-0738

22. Wakefield, William               Suspended             $67,985
18081 Midway Rd #726                   Funds
Dallas, TX 75287
Attn: Thomas C. Carter, Jr.
Chief Executive Officer and
Chairman of the Board
Tel: 713-445-3200
Fax: 713-658-0943

23. Dorchester Minerals              Suspended             $67,113
3838 Oak Lawn Ave #300                 Funds
Dallas, TX 75219-4541
Attn: Thomas L. Carter, Jr.
Chief Executive Officer and
Chairman of the Board
Tel: 713-445-3200
Fax: 713-658-0943

24. Erekson, Pauline Dunbar          Suspended             $64,455

P.O. Box 213                           Funds
Rocksprings, TX 78880
Attn: President or General Counsel

25. Dunbar, Edward Allan             Suspended             $59,163
P.O. Box 885                           Funds
Rocksprings, TX 78880-0885

26. Sykes, Mary Emma                 Suspended             $59,163
                                       Funds

27. Macfarlane Unknown RI            Suspended             $56,311
                                       Funds

28. Robert W Lansford                Suspended             $55,723
606 E Abo Dr                           Funds
Hobbs, NM 88240

29. Primavera Resources Inc.         Suspended             $54,947
1901 N Ankard St                       Funds
Dallas, TX 75201

30. Myrtle D Mullican                Suspended             $54,635
                                       Funds

31. Arba S Blodget                   Suspended             $53,578
755 Lincoln N St.                      Funds
Redding, CA 96001

32. N P Bar Inc.                     Suspended             $52,374
                                       Funds

33. NCNB Texas National Bank         Suspended             $52,230
Attn: President or                     Funds
General Counsel

34. The H and S Drilling Comp        Suspended             $52,115
P.O. Box 701620                        Funds
Tulsa, OK 74170

35. Georganna Madge Brelsford        Suspended             $51,773
P.O. Box 272244                        Funds
Houston, TX 77277

36. Devon Energy Operating Co        Suspended             $49,285
                                       Funds

37. JAW                              Suspended             $48,901
P.O. Box 1037                          Funds
Fort Worth, TX 76101

38. Hooks, Destiny Dickson           Suspended             $45,892
521 Manchester LN                      Funds
Austin, TX 78737-4743
Attn: President or General Counsel
Tel: 918-794-9944
Fax: 918-587-8164

39. States Royalty Limited P         Suspended             $44,535
P.O. Box 911                           Funds
Breckenridge, TX 75424-0911
Attn: President or General Counsel
Tel: 918-794-9944
Fax: 918-587-8164

40. Maria Mooers Heater              Suspended             $44,145
P.O. Box 160669                        Funds
San Antonio, TX 78280-2869

41. PECOS Valley Royalty Co          Suspended             $43,892
P.O. Box 51387                         Funds
Midland, TX 79710-1387
Attn: David A. Hager
President and Chief Executive Officer
Tel: 405-235-3611
Fax: 405-552-4667

42. Walker, Mayo Albert              Suspended             $43,162
1007 Walker Rd                         Funds
Oakland, TX 78951

43. Elizabeth Walker Offutt          Suspended             $40,805
3 Townhouse Lane                       Funds
Corpus Christi, TX 78412

44. Mussett, Marian M                Suspended             $40,805
5302 Teakwood Trace                    Funds
Midland, TX 79707

45. Alex Ogilvy III Deceased         Suspended             $37,880
1601 Sandalwood                        Funds
Odessa, TX 79761

46. Randall Ray Sudderth             Suspended             $37,757
81 Auburn Glen Circle SE               Funds
Calgary, Ab 73 MOK8 CA
Attn: Martha Smart, President

47. Elma Crawford Deceased           Suspended             $37,542
800 W Redwood Street                   Funds
Handford, CA 93230

48. Hence Clark Barrow               Suspended             $36,042
Box 646                                Funds
Odessa, TX 79760

49. Nugent Enterprises               Suspended             $35,612
11700 Preston Rd Ste 660               Funds
Box 520
Dallas, TX 75230

50. Maclondon Energy LP              Suspended             $31,221
P.O. Box 14230                         Funds
Odessa, TX 79768



SIENNA BIOPHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
----------------------------------------------------------------
Debtor: Sienna Biopharmaceuticals, Inc.
           a/k/a Sienna Labs Inc.
        30699 Russell Ranch Road, Suite 140
        Westlake Village, CA 91362

Case No.: 19-12051

Business Description: Sienna Biopharmaceuticals Inc. --
                      https://www.siennabio.com/ -- is a
                      clinical-stage biopharmaceutical company
                      focused on bringing innovations in
                      biotechnology to the discovery, development,
                      and commercialization of first-in-class,
                      targeted, topical products in medical
                      dermatology and aesthetics.

Chapter 11 Petition Date: September 16, 2019

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Mary F. Walrath

Debtor's Counsel: Kara Hammond Coyle, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  E-mail: kcoyle@ycst.com

                        - and -

                  Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square, 1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: mnestor@ycst.com

Debtors'
Co-Counsel:       LATHAM & WATKINS LLP
                  355 South Grand Avenue
                  Suite 100, Los Angeles, CA 90071

Debtor's
Investment
Banker:           COWEN AND COMPANY, LLC
                  599 Lexington Avenue, 20th Floor
                  New York, NY 10022

Debtor's
Financial
Advisor:          FORCE 10 PARTNERS
                  20341 Southwest Birch Street
                  Suite 220
                  Newport Beach, CA 92660

Debtors'
Claims,
Noticing,
& Solicitation
Agent:            EPIQ CORPORATE RESTRUCTURING, LLC
                  777 Third Avenue, New York, NY 10153
                  https://dm.epiq11.com/case/SBP/info

Total Assets as of June 30, 2019: $107,625,000

Total Debts as of June 30, 2019: $80,642,000

The petition was signed by Frederick C. Beddingfield III, chief
executive officer.

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

         http://bankrupt.com/misc/deb19-12051.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Charles River Laboratories           Trade           $1,122,083
251 Ballardvale St
Wilmington, MA 01887
Contact: Brian Bathgate,
SVP Global Preclinical SVCS
Tel: 419-289-8700
Fax: 978-657-4836

2. California Employment         Taxes, Unemployment      $439,966
Development Department               Insurance
800 Capitol Mall
MIC 83
Sacramento, CA 95814
Tel: 866-333-4606
Fax: 916-262-2352

3. Therapeutics, Inc.                 Trade Debt          $266,704
9025 Balboa Avenue, Suite 100
San Diego, CA 92123
Contact: Dan Piacquadio, President
Tel: 858-571-1800
Fax: 858-571-1234

4. RHO, Inc.                          Trade Debt          $244,432
2635 E NC Hwy 54
Durham, NC 27713
Contact: Laura Helms Reece, CEO
Tel: 919-408-8000
Fax: 919-408-0999

5. Johnson Matthey                    Trade Debt          $177,633
Pharmaceutical Materials, Inc.
435 Devon Park Drive, Suite 600
Wayne, PA 19087
Contact: Robert Macleod
Tel: 610-971-3000
Fax: 610-971-3191

6. MedPharm Ltd.                      Trade Debt           $89,154
Unit 3, Chancellor Court
50 Occam Road, Surrey
Research Park
Guildford, Surrey GU2 7AB
United Kingdom
Contact: Adebola Yusuf
Tel: +44(0) 1483 501481
Email: adebola.yusuf@medpharm.co.uk

7. UC Regents                         Trade Debt           $65,000
Office of the General Counsel
University of California,
Office of the President
1111 Franklin St., 8th Floor
Oakland, CA 94607
Tel: 510-987-9800
Fax: 510-987-9757
Email: charles.robinson@ucop.edu

8. Evidence Scientific                Trade Debt           $64,426
Solutions, Inc.
123 South Broad Street, Ste 2050
Philadelphia, PA 19109
Tel: 215-239-6600
Fax: 215-545-0240
Email: monika.poelzmann@envisionpharmagroup.com

9. NextPharma                         Trade Debt           $53,139
1 Tannery House
Tannery Lane
Send, Woking, Surrey
GU23 7EF UK
Contact: Peter Burema
Tel: +44-1-483-479-120
Fax: +44-1-483-479-135
Email: peter.burema@nextpharma.com

10. Ara Advance Research Associates   Trade Debt           $39,897
2350 Mission College Blvd, Ste 825
Santa Clara, CA 95054
Contact: Peter Shabe, President
Tel: 650-810-1190
Fax: 650-810-1195

11. Eversana                          Trade Debt           $37,375
24740 Network Place
Chicago, IL 60673-1247
Contact: Amanda Vitollo
Tel: 908-508-6750
Email: amanda.vitollo@eversana.com

12. Veeva Systems, Inc.               Trade Debt           $36,000
4280 Hacienda Drive
Pleasanton, CA 94588
Tel: 925-452-6500
Fax: 925-452-6504

13. Clinical Research                 Trade Debt           $20,693
Monitoring Services, Inc.
7163 Tullamore LN
Franklin, TN 37067
Contact: Lauren Norman
Tel: 615-567-6537
Email: lbnorman@hotmail.com

14. Apotex Fermentation Inc.          Trade Debt           $16,445
50 Scurfield Blvd.
Winnipeg, MB R3Y 1G4
Canada
Tel: 204-989-6830
Fax: 204-989-9160
Email: info@apoferm.com

15. Skin Research Institute LLC       Trade Debt           $15,005
4425 Ponce De Leon Blvd., Suite 200
Coral Gables, FL 33146
Contact: Alex Cazzaniga
Tel: 305-443-6606 X 125
Fax: 305-443-4890
Email: acazzaniga@srinstitute.org

16. Depasse Consulting Group, Inc.    Trade Debt           $14,984
21 Welch Rd.
Londonderry, NH 03053
Contact: Deborah Depasse
Tel: 877-734-4350
Email: debbie@depasse.us

17. Annabel Bates                     Trade Debt           $13,440
Tel: 61(0)455420014
Email: annabelbates0@gmail.com

18. Uppsala Monitoring                Trade Debt           $12,347
Uppsala Monitoring Centre
Box 1051
Uppsala S-751 40
Sweden
Contact: Marie Lindquist
Tel: +46-18-65 60 60
Fax: +46-18-65 60 88
Email: marie.lindquist@who-umc.org

19. QACV Consulting, LLC              Trade Debt           $11,828
3242 Regal Road
Bethlehem, PA 18020
Contact: Chris Wubbolt
Tel: 610-442-2250
Email: chris.wubbolt@qacvconsulting.com

20. Nanocomposix                      Trade Debt            $9,935
4878 Ronson CT, Ste K
San Diego, CA 92111
Contact: Steven Oldenberg, President
Tel: 858-565-4227
Fax: 619-330-2556
Email: info@nanocomposix.com


SIENNA BIOPHARMACEUTICALS: Seeks Chapter 11 for Breathing Room
--------------------------------------------------------------
Sienna Biopharmaceuticals, Inc. (Nasdaq:SNNA), a clinical-stage
biopharmaceutical company, on Sept. 17, 2019, announced that it has
elected to file a voluntary petition to allow restructuring under
Chapter 11 of the Bankruptcy Code.

"We believe this decision is in the best interests of Sienna and
its stakeholders," said Frederick C. Beddingfield III, M.D., Ph.D.,
President and Chief Executive Officer of Sienna.  "The protections
afforded by Chapter 11 provide for an orderly restructuring process
as well as additional time to pursue financial and strategic
alternatives.  Through this process, we expect to be able to
maintain ongoing business activities while we continue to focus our
resources on locating a purchaser or strategic partner to maximize
the value of the Company."

Sienna intends to continue to manage and operate its business under
the jurisdiction of the Bankruptcy Court for the District of
Delaware and in accordance with the applicable provisions of the
Bankruptcy Code.  Sienna has retained Latham & Watkins as legal
counsel and Cowen and Company as its investment bank to review
financial and strategic alternatives with the goal of maximizing
stakeholder value.

The Debtor leases its corporate headquarters, which is an
approximately 7,000-square foot facility located in Westlake
Village, California.  The headquarters, which has 18 full-time
employees, houses the Debtor’s research and development, business
development, financing, information technology, supply chain,
commercial, and administrative activities.

The Debtor doesn't have any internal manufacturing capabilities –
it engages third parties to conduct its nonclinical studies and
clinical trials and for manufacturing and supply of its product
candidates.

                           Zero Revenue

Biopharmaceutical and medical device development are highly
speculative undertakings and involve a substantial degree of risk.
While the Debtor is presently advancing several promising product
candidates under its proprietary TBD and TPT platforms, these have
not yet been approved for sale, and the Debtor has not generated
any revenue to date.

Since its inception, the Debtor has incurred significant operating
losses and has an accumulated deficit as a result of ongoing
efforts to develop its product candidates, including conducting
nonclinical and clinical trials and providing general and
administrative support for these operations.  The Debtor had an
accumulated deficit of approximately $184.1 million and
approximately $159.4 million as of June 30, 2019 and December 31,
2018, respectively.  The Debtor had net losses of approximately
$8.3 million and approximately $24.6 million for the three and six
months ended June 30, 2019, and approximately $20.2 million and
approximately $37.3 million for the three and six months ended June
30, 2018, respectively.

The Debtor had net cash used in operating activities of
approximately $21.2 million and approximately $30.2 million for the
six months ended June 30, 2019 and 2018, respectively.

                   Search for Strategic Partner

The Debtor said its significant cash burn and lack of available
revenue has necessitated multiple rounds of debt and equity
financings.  More recently, the Debtor's liquidity position has
become increasingly strained due to a lack of fresh capital sources
and certain other factors, such that the Debtor does not have
sufficient available capital to support its ongoing operations and,
in particular, fund the initiation of its planned Phase 3 pivotal
clinical trials for SNA-120 or further advance the development of
SNA-125.

The Debtor has also been seeking a strategic partner to maximize
the value of SNA-001 and its TPT platform after announcing positive
top-line results from three pivotal clinical trials involving
SNA-001 in February 2019.

Accordingly, on August 5, 2019, the Debtor retained Cowen and
Company, LLC, as an independent financial advisor to assist in
exploring capital raising opportunities to enable the advancement
of SNA-120 and SNA-125, in addition to a wide range of financial
and strategic alternatives, ultimately with a view towards
maximizing value.

                   Prepetition Capital Structure

The prepetition lender, Silicon Valley Bank, is owed $10 million on
account of term loans provided to the Debtor.  The amount owed by
the Debtor was substantially reduced by a loan payment of $21
million on Sept. 16, 2019.

As of the Petition Date, the Debtor estimates that its unsecured
obligations total approximately $2.5 million.

On August 1, 2017, the Debtor completed an initial public offering
of its common stock and was listed on The NASDAQ Global Select
Market under the symbol "SNNA".  As of Aug. 6, 2019, there were
30,907,542 common shares outstanding, 24,340,556 of which are held
by Cede & Co. and are publicly traded.

                 About Sienna Biopharmaceuticals

Sienna Biopharmaceuticals, Inc. – http://www.SiennaBio.com/-- is
a clinical-stage biopharmaceutical company focused on bringing
unconventional scientific innovations to patients whose lives
remain burdened by their disease.  It hopes to build a unique,
diversified, multi-asset portfolio of therapies in immunology and
inflammation that target select pathways in specific tissues, with
its initial focus on one of the most important 'immune' tissues,
the skin.

Sienna Biopharmaceuticals sought Chapter 11 protection (Bankr. D.
Del. Case No. 19-12051) on Sept. 16, 2019.

The Hon. Mary F. Walrath is the case judge.

The Debtor tapped YOUNG CONAWAY STARGATT & TAYLOR LLP as counsel;
LATHAM & WATKINS LLP as co-counsel; COWEN AND COMPANY, LLC, as
investment banker; and FORCE 10 PARTNERS as financial advisor.
EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent.

The Debtor disclosed $107,625,000 in assets and $80,642,000 in
liabilities as of June 30, 2019.


SK GLOBAL: Unsecured Creditors to Get $175K Over 2 Years
--------------------------------------------------------
SK Global Trading Inc. filed a Chapter 11 Plan of Reorganization
and accompanying Disclosure Statement dated August 29, 2019.  The
Debtor asked the Court to approve the Disclosure Statement.  A
hearing to consider the adequacy of the Disclosure Statement will
be held on October 30, 2019 at 10:00 AM.  Responses are due by
October 23.

The Debtor operates a wholesale perfume and watch business and
sought Chapter 11 relief on March 23, 2018 to address a sales tax
claim of more than $390,000. During the Chapter 11 Case, the Debtor
was able to obtain a substantial reduction of its sales tax ability
to approximately $20,400 in the context of a conciliation
conferences done by the New York State Department of Taxation. The
substantial tax reduction was possible through the Debtor’s
production of dozens of resale certificates from its customers.

For the Class 2 comprising General Unsecured Claims, each holder of
a Class 2 Allowed General Unsecured Claim shall receive a pro rata
share of the balance of $175,000 from the Plan Funding Monies over
a period of two years, as follows:

   Amount     Distribution Date       %
   ------     -------------------     --
   $25,000    Plan Effective Date     3%

   $75,000    First anniversary of
              the Effective Date     10%

   $75,000    Second anniversary of
              the Effective Date     10%

The pro rata distribution shall be in full satisfaction, release
and discharge of all pre-petition claims and causes of action that
exist or may exist against the Debtor by any Class 2 creditors.

The Plan will be implemented by the Debtor based on funds generated
from continuing operations. Upon the Effective Date, all the
Debtor’s assets shall vest in the Reorganized Debtor free and
clear of all claims, liens, taxes and other encumbrances.

A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/y6t8r78g from PacerMonitor.com at no charge.

                    About SK Global Trading

Organized in 2013, SK Global Trading Inc. operates a wholesale
business selling perfume products, fragrances and watches.  SK
Global generated total sales revenues of approximately $2.14
million in 2016 and approximately $2.37 million in 2017.

SK Global Trading Inc. filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10793) on March
23, 2018.  In the petition signed by Abdul Shamim, president, the
Debtor disclosed $554,500 in total assets and $2.22 million in
total liabilities.  The case is assigned to Judge James L. Garrity
Jr.  J. Ted Donovan, Esq., and Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein LLP, serve as the Debtor's counsel.


STANDARD AMUSEMENTS: To Assume Management Agreement
---------------------------------------------------
Standard Amusements LLC filed a Plan and Disclosure Statement
proposing that each Holder of an Allowed General Unsecured Claim
will receive, in the sole discretion of the Debtor or the
Reorganized Debtor, as applicable:

   (i) reinstatement pursuant to Bankruptcy Code section 1124(2)
(including  any Cash necessary to satisfy the requirements for
reinstatement), such that such Claim is rendered Unimpaired;

  (ii) in full and complete settlement, release, and discharge of
such Claim, payment of the Allowed amount of such Holder's Claim in
full, in Cash, on, or as soon as practicable after, the latest of
(w) the Effective Date, (x) the date on which such General
Unsecured Claim becomes Allowed, (y) the date on which such Allowed
General Unsecured Claim otherwise is due and payable, and (z) such
other date as may be mutually agreed to by such Holder and the
Debtor or the Reorganized Debtor, as applicable; or

(iii) in full and complete settlement, release, and discharge of
such Claim, such other treatment as may be mutually agreed to by
and among such Holder and the Debtor or the Reorganized Debtor, as
applicable. Any cure amount that the Debtor may be required to pay
pursuant to Bankruptcy Code section 1124(2) on account of any such
reinstated General Unsecured Claim shall be paid on, or as soon as
practicable after, the latest of (1) the Effective Date; (2) the
date on which such General Unsecured Claim becomes Allowed; (3) the
date on which such General Unsecured Claim otherwise is due and
payable; and (4) such other date as may be mutually agreed to by
such Holder and the Debtor or the Reorganized Debtor, as
applicable.

The Debtor was created in 2011 for the sole purpose of managing and
operating Rye Playland, a historic and iconic 280-acre waterfront
public property located 25 miles north of New York City on the Long
Island Sound, containing an amusement park, nature preserve,
boardwalk, pier, public beach, and indoor skating rink. The
Debtor's sole asset is the Management Agreement with the County.

On or before the Effective Date, the Debtor shall cure any defaults
under the Management Agreement, if any, and assume the Management
Agreement pursuant to Bankruptcy Code section 365.

Except as otherwise provided in the Plan or Confirmation Order, all
Cash required for payments to be made hereunder shall be obtained
pursuant to the Debtor's and the Reorganized Debtor's Cash balances
or through other financing sources to be disclosed in the Plan
Supplement, and shall be made available for distributions to
Disputed Claims that become Allowed and are entitled to Cash
distributions.

A full-text copy of the Disclosure Statement dated September 6,
2019, is available at https://tinyurl.com/y6nxagjr from
PacerMonitor.com at no charge.

Standard Amusements LLC filed a Chapter 11 Petition (Bankr.
S.D.N.Y. Case No. 19-23061) on May 27, 2019, and is represented by
Daniel L. Cantor, Esq., John J. Rapisardi, Esq., Diana Perez, Esq.,
and Daniel Shamah, Esq., at O'Melveny & Myers LLP, in New York.


STEARNS HOLDINGS: Sept. 26 Amended Disclosure Statement Hearing Set
-------------------------------------------------------------------
A hearing will commence on Sept. 26, 2019, at 11:00 a.m. (Eastern
Time) before the Hon. Shelley C. Chapman of the U.S. Bankruptcy
Court for the Southern District of New York, One Bowling Green,
Courtroom 623, New York, New York 10004, to consider the adequacy
of the amended disclosure statement of Stearns Holdings LLC and its
debtor-affiliates explaining their amended joint Chapter 11 plan of
reorganization.  Objections to the approval of the amended
disclosure statement, if any, are due no later than 4:00 p.m.
(Eastern Time) on Sept. 19, 2019.

The Debtors request that the Court set Oct. 24, 2019, at 11:00 a.m.
(Eastern Time), as the date and time for the confirmation hearing.

As reported by the Troubled Company Reporter on Sept. 3, 2019, the
Court approved the Debtors' disclosure statement explaining the
joint Chapter 11 plan of reorganization.

The office of the U.S. Trustee took the position that the Plan is
not confirmable because it contends the "opt-out" mechanic
regarding the Third-Party Release is contrary to the Bankruptcy
Code.  Notwithstanding the objection of the U.S. Trustee, the
Debtors believe the Third-Party Release and the "opt-out" mechanic
are consistent with the law.  The U.S. Trustee preserves its rights
to object to the Third-Party Release and the "opt-out" mechanic at
the Confirmation Hearing.  The Debtors intend to set forth the
legal authority in support of the Third-Party Release and the
"opt-out" mechanic in a memorandum in support of Confirmation of
the Plan that they will file prior to the Confirmation Hearing.

Under the Plan, Class 2 - Notes Secured Claims are impaired with
estimated amount of claims: $189,808,620.35. Noteholders will
receive their pro rata share of (a) $65 million in cash; (b)
warrants to purchase nonvoting Class B units in the Reorganized
Debtors worth 15% of the aggregate value appreciation of the
Reorganized Debtors above the New Money Investment; and (c) the New
Notes in the aggregate principal amount of (x) $15 million, less
(y) 90% of payments to be made on the Effective Date to holders of
General Unsecured Claims

Class 5 - General Unsecured Claims with estimated amount of claims:
$9,944,000.00. (A) each such holder shall receive cash in an amount
equal to such General Unsecured Claim; (B) such holder’s allowed
General Unsecured Claim shall be Reinstated; or (C) such holder
shall receive such other treatment so as to render such holder’s
allowed General Unsecured Claim unimpaired.

Class 6 - Artemis Note Claims are impaired. Artemis Note Claims
will not receive any distribution under the Plan.

Class 8 - Existing Stearns Holdings Interests.  Existing Stearns
Holdings Interests will be cancelled.

A redlined version of the Amended Disclosure Statement can be found
at Exhibit 2 of the Notice available at
https://tinyurl.com/y6279xuf from PrimeClerk.com at no charge.

A full-text copy of the Amended Disclosure Statement dated
September 11, 2019, is available at https://tinyurl.com/y54eq3uj
from PacerMonitor.com at no charge.

Counsel for the Debtors:

     Jay M. Goffman, Esq.
     Mark A. McDermott, Esq.
     Shana A. Elberg, Esq.
     Evan A. Hill, Esq.
     Edward P. Mahaney-Walter, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     4 Times Square
     New York, NY 10036
     Tel: (212) 735-3000
     Fax: (212) 735-2000

                    About Stearns Holdings

Stearns Lending, LLC is a provider of mortgage lending services in
Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent
and Financial Institutions sectors throughout the United States.
Stearns Lending is an equal housing lender and is licensed to
conduct business in 49 states and the District of Columbia.
Additionally, Stearns Lending is an approved HUD (United States
Department of Housing and Urban Development) lender; a Single
Family Issuer for Ginnie Mae (Government National Mortgage
Association); an approved Seller/Servicer for Fannie Mae (Federal
National Mortgage Association); and an approved Seller/Servicer for
Freddie Mac (Federal Home Loan Mortgage Corporation).  Stearns
Lending is also approved as a VA (United States Department of
Veterans Affairs) lender, a USDA (United States Department of
Agriculture) lender, and is an approved lending institution with
FHA (Federal Housing Administration).  Stearns Lending is located
at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707.

Stearns Holdings, LLC and six subsidiaries, including Stearns
Lending, LLC, each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-12226) on July 9, 2019.

Stearns estimated assets of $1 billion to $10 billion and
liabilities of the same range as of the bankruptcy filing.

Stearns' cases have been assigned to the Honorable Shelley C.
Chapman.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
advisor to Stearns, PJT Partners is serving as its financial
advisor and Alvarez & Marsal is serving as its restructuring
advisor.  Prime Clerk LLC is the claims and noticing agent,
maintaining the sites https://cases.primeclerk.com/stearns and
http://www.stearnsrestructuring.com/


STELCO INC: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned ratings to Stelco Inc.,
consisting of a B3 corporate family rating, B3-PD probability of
default rating, and a B3 rating to its proposed $300 million senior
secured notes. The ratings outlook is stable. This is the first
time Moody's has rated Stelco.

Stelco's new capital structure will consist of a C$375 million ABL
revolver which is expected to be largely undrawn at close, and
US$300 million of secured notes.

Assignments:

Issuer: Stelco Inc.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Stelco Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

Stelco's B3 CFR is constrained by 1) small size (2.5 million net
tons/year of steel shipments), 2) a single operating blast furnace,
3) expected cash flow volatility due to volatile steel prices and
lack of control over raw material prices, 4) expected adjusted
debt/EBITDA leverage of 6x at the end of 2020, 5) execution risks
related to its planned blast furnace reline which will shut down
the furnace for about 75 days, and a coke battery rejuvenation
project and 6) lack of track record at Stelco by the current
management group.

Stelco benefits from 1) relatively low-cost hot rolled steel-making
capabilities (14.5% EBIT margin LTM Q2/19), 2) competitive
transportation costs due to its location on the Great Lakes, 3)
minimal legacy pension, other post-employment benefit (OPEB)
liabilities, and 4) minimal environmental liabilities, which were
assumed by the Province of Ontario as Stelco emerged from creditor
protection.

Stelco and companies who produce steel using the blast furnace
process (integrated producers use primarily coal and iron ore to
produce steel) have higher greenhouse gas emissions and face
greater challenges than electric arc furnace (EAF) steel producers,
which have a greater percentage of scrap (recycled steel) in the
raw material mix.

Stelco has good liquidity. Proforma for the new debt, sources total
about C$710 million compared to uses of about C$200 million in the
next four quarters. Liquidity sources consist of 1) about C$130
million of cash at Q2/19, 2) C$181 million available under its
C$375 million ABL credit facility authorization (due in 2023) as of
Q2/19, after $57 million of LC usage, and 3) C$400 million from the
proposed US$300 million senior secured notes. Uses of liquidity
consist of Moody's expectation of C$200 million in negative free
cash flow over the next four quarters.

The stable outlook reflects its expectation that Stelco's leverage
will be about 6x at the end of 2020 and the company will not
experience any significant operational issues with its planned
blast furnace reline and coke battery rejuvenation projects.

The ratings could be upgraded if the company is able to generate
consistent positive free cash flow, successfully completes the
blast furnace reline and coke battery rejuvenation projects,
maintains adjusted debt to EBITDA below 4.5x (6x expected in 2020),
and maintains adjusted EBIT margins above 5% (4.5% expected in
2020).

The ratings could be downgraded if the company experiences material
disruptions that result in a weaker than expected operating
performance, there is a material deterioration in the company's
liquidity or adjusted debt/EBITDA is sustained above 7.0x (expected
to be 6x at in 2020).

The principal methodology used in these ratings was Steel Industry
published in September 2017.

Stelco Inc., based in Hamilton, Ontario, Canada, is primarily
engaged in the production of steel products from a single blast
furnace. Production approximates 2.5 million net tons/year. Stelco
Inc. is owned by Steclo Holdings, Inc., a public company that is
majority owned by two companies; Bedrock Industries LP, a private
equity firm (46.4%); and Fairfax Financial Holdings Ltd. (14.6%).
Revenues in 2018 were C$2.4 billion.


STONEMOR PARTNERS: Sets Sept. 26 as Rights Offering Record Date
---------------------------------------------------------------
StoneMor Partners L.P. has set 5:00 p.m. New York City time on
Sept. 26, 2019 as the record date for its upcoming rights offering.
The subscription rights will expire if they are not exercised by
5:00 p.m. New York City time on Oct. 25, 2019.  The Partnership
may, at its sole discretion, extend the rights offering for a
period not to exceed 30 days.  All exercises of subscription rights
are irrevocable.

Under the rights offering, the Partnership will distribute one
non-transferable subscription right for each common unit held by
qualified unitholders of record on the record date.  Each right
will entitle the holder to purchase 1.24 common units for each
common unit held by the unitholder as of the record date.  The
subscription price will equal the $1.20 per common unit.

The Partnership plans to use the proceeds from the rights offering
to redeem up to 33,487,904 of the preferred units issued in the
previous announced preferred unit private placement.  Upon the
closing of the rights offering, and the conversion of all remaining
outstanding preferred units and the exchange of StoneMor GP LLC's
general partner interest in connection with the previously
announced merger, the Company anticipates that it will have
approximately 94,597,271 common units outstanding.

As soon as practicable following the record date, the Partnership
intends to mail to unitholders of record, as of the record date, a
prospectus and related documents for use in exercising subscription
rights.  Questions about the rights offering or requests for copies
of the prospectus, when available, may be directed to D.F. King &
Co., Inc., the Partnership's information agent for the rights
offering, by calling 1-800-967-4607 (toll-free).

                       About StoneMor Partners

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 321 cemeteries and 90
funeral homes in 27 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 $72.69 million for the year ended
Dec. 31, 2018, compared to a net loss of $75.15 million for the
year ended Dec. 31, 2017.  As of June 30, 2019, the Company had
$1.76 billion in total assets, $1.76 billion in total liabilities,
$57.50 million in total redeemable convertible preferred units, and
a total partners' deficit of $60.94 million.

                           *    *    *

As reported by the TCR on Feb. 13, 2019, Moody's Investors Service
downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2
from Caa1 and Probability of Default rating to Caa3-PD from
Caa1-PD.  The Caa2 CFR reflects Moody's concern that if pre-need
cemetery selling and liquidity pressures do not abate while the
senior secured credit facility is being refinanced, a distressed
exchange or other default event could become more likely.

As reported by the TCR on July 3, 2019, S&P Global Ratings affirmed
its 'CCC+' issuer credit rating on StoneMor Partners L.P.  The
outlook remains negative.  S&P said, "The rating affirmation
reflects our view that despite the removal of near term maturities
and sufficient liquidity over the next twelve months, we continue
to view StoneMor's capital structure as unsustainable in the long
term given our projection for persistent free cash flow deficits.


SUNOPTA INC: S&P Lowers ICR to 'CCC' on Weaker Profitability
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Mississauga,
Ont.-based SunOpta Inc. to 'CCC' from 'CCC+'. At the same time, S&P
revised its business risk score on SunOpta to vulnerable from weak.
S&P also lowered its issue-level rating on the company's senior
secured second-lien notes to 'CCC-' from 'CCC', based on a '5'
recovery rating.

The downgrade reflects weak operating performance due to crop
shortages in SunOpta's key strawberry sourcing regions.

SunOpta's year-to-date 2019 EBITDA was pressured by weather-related
crop shortages in its key strawberry sourcing areas of California
and Mexico. The supply shortfall resulted in unfavorable purchase
prices and the lower volume resulted in production inefficiencies
and higher inventory rework costs. S&P said, "As a result, we
expect significant additional overhead costs of US$20 million-US$30
million for the remainder of 2019 and first-quarter 2020. We
estimate that these costs will directly pressure EBITDA for the
next three quarters. Therefore, we have revised our adjusted EBITDA
forecast to US$45 million-US$50 million from our previous
expectation of about US$60 million-US$65 million for year-end 2019
to reflect these operational challenges."

The negative outlook on SunOpta reflects the growing risk of a
distressed debt exchange or restructuring in the next 12 months as
external challenges in the company's frozen fruit segment
contribute to weak earnings and an unsustainable capital
structure.

S&P said, "We could lower our ratings on SunOpta if the company's
operating performance further weakens such that the company's
liquidity position and covenant headroom tighten. We could also
lower the ratings if we perceive greater refinancing risks or if
the company announces a debt exchange or restructuring in the next
six-to-12 months."

"We could revise our outlook on SunOpta to stable or raise our
ratings if the company improves its financial performance and
liquidity position such that we no longer envision a near-term
default scenario. This could occur if the company stabilizes
operations, through revenue growth or better cost control, which
could improve S&P Global Ratings' adjusted EBITDA margins by more
than 200-300 basis points."


TERRAVISTA PARTNERS: Wins Final Court Nod on Cash Request
---------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas approves, on a final basis, the motion
filed by Terravista Partners – Pecan Manor, Ltd. and its Debtor
affiliates, to use cash collateral,  pursuant to an agreement
reached with SKW ‒ B San Antonio Westwood, LLC.  SKW-B is the
assignee of a $4.4 million promissory note contracted pre-petition
by Debtor Terravista Partners – Pecan Manor, Ltd.  

The Debtors have requested, and SKW - B consented, to the limited
use of Cash Collateral on a final basis pursuant to the terms set
forth in this Order.

The Court rules that, with respect to:

-- Cash Collateral Accounts

   (a) The Debtors will immediately segregate, remit, and deposit
all cash collateral in the Debtors' cash collateral accounts.  The
manager of the Properties, United Core Management,
Inc., d/b/a United Apartment Group (UAG), will be an authorized
signatory to each of the
Cash Collateral Accounts, with the approval of an authorized
representative of the
Debtors prior to each disbursement.

   (b) The Debtors will not commingle their respective Cash
Collateral with those of any other debtor, affiliate, guarantor, or
any of the Debtors' members, or any other person or entity.  Each
of the Debtors will maintain separate books and records; and each
of the Debtors' receipts and expenditures of Cash Collateral will
be separately held and administered.

-- Real Property Taxes and Escrow Account

   (c) The Debtors may use Cash Collateral to pay real property
taxes owing on the Properties as shown in the Budgets.  The Debtors
may use funds held by SKW ‒ B in those certain escrow
reserve funds established for each Property to pay Real Property
Taxes.  From Sept. 10, 2019 and continuing on the 10th day of each
month thereafter, the Debtors will deposit into the escrow reserve
funds held by SKW ‒ B an amount equal to 1/12 of the estimated
annual Real Property Taxes due and owing for the Debtors' 2019 Real
Property Tax obligations.

-- Property Insurance and Escrow Account

   (d) The Debtors may use Cash Collateral to pay insurance
premiums for property and general liability insurance for each of
the Properties.  With regard to the Pecan Manor Property, Roselawn
Property and Spanish Spur Property, the Debtors will use the funds
in the
insurance escrows held by SKW ‒ B for property insurance premiums
and for general liability
insurance relating to the Properties.  The Debtors must provide SKW
‒ B with the relevant
invoices together with payment instructions therefor.

       Beginning Sept. 10, 2019 and continuing on the 10th day of
each month thereafter through May 10, 2020, the Debtors will pay to
SKW ‒ B for deposit into the escrow reserve funds held by SKW ‒
B an amount equal to 1/9 of the estimated annual Insurance Premiums
for the Pecan Manor Property, Roselawn Property and Spanish Spur
Property.

       Beginning June 10, 2020 and continuing on the 10th day of
each month thereafter an amount equal to 1/12 of the annual
Insurance Premiums due and owing for the Pecan Manor Property,
Roselawn Property and Spanish Spur Property.  

       For the Westwood Property, the Westwood Debtor will pay to
SKW ‒ B monthly beginning Sept. 10, 2019 and continuing on the
10th day of each month thereafter an amount equal to 1/12 of the
annual Insurance Premiums due and owing for the Westwood Debtor’s
2019 property and general liability insurance obligations for
deposit into the Insurance Escrow.

-- Final Cash Collateral Use

   (e) In consideration for the use of Cash Collateral on a final
basis, the Debtors will provide SKW ‒ B:

       * weekly written updates on their progress towards an exit
including any sales, refinancing or equity raising efforts;

       * rent rolls for each of the Properties on at least a
monthly basis by no later than the 10th day of each month
commencing on Sept. 10, 2019;

       * detail on any capital infusions (or other forms of cash
advances) identifying the source and purpose thereof;

       * detail on all monthly disbursements, as requested.

-- Adequate Protection

   (f) As partial adequate protection to SKW ‒ B under this
Order, the Debtors will pay to SKW ‒ B, by September 10, 2019 and
the 10th day of each month thereafter, a payment in an amount equal
to interest at the then applicable non-default contract rate
pursuant to the terms of the Prepetition Loan Documents.

   (g) As further adequate protection to SKW ‒ B, the Debtors
will not revise or terminate the respective Management Agreements
with UAG concerning the management of the Properties absent prior
written consent of SKW ‒ B or a further Order of the Court.  The
Debtors may
use Cash Collateral to compensate UAG pursuant to the terms of the
Management Agreements.

       SKW ‒ B reserves all of its rights to assert a
super-priority administrative expense claim pursuant to sections
503(b) and 507(b) of the Bankruptcy Code to the extent the
Replacement Liens granted to SKW ‒ B in this Order will not be
sufficient to provide adequate
protection of its interests in the Cash Collateral.

-- Case Milestones

   (h) In further consideration for the use of Cash Collateral on a
final basis, the Debtors agree to these case milestones that:

       (i) by no later than Sept. 15, 2019, the Debtors will file
an application authorizing the retention of Jones Lang LaSalle
Inc., as real estate broker for the Debtors; and/or

      (ii) the Debtors will either:

           -- by no later than Nov. 30, 2019, have filed for Court
approval, one or more signed, binding, firm, non-cancelable
contract(s) for the sale of each of the Properties with a down
payment of at least 10 percent, no financing or any contingencies
other than an a Court order approving the sale free and clear of
liens, claims and encumbrances, to a bona fide independent third
party unaffiliated with Debtors, providing for a purchase price in
amount(s) sufficient to pay SKW ‒ B in full all amounts secured
by the Properties, as well as United States Trustee fees and the
fees and expenses of any broker retained by the Debtors in cash, at
closing of the transaction(s) and a time of essence closing date of
Jan. 31, 2020; or

           -- by no later than November 30, 2019, have filed a
motion for approval of an auction sale process providing for:

              (a) minimum purchase price(s) in amount sufficient to
pay SKW ‒ B in full all
amounts secured by the Properties, as well as United States Trustee
fees and the fees and expenses of any broker retained by the
Debtors in cash at closing of the contemplated sale or refinance
transaction(s) and

              (b) SKW ‒ B's right to credit bid at amounts
including all sums due to SKW ‒ B.
In the event SKW ‒ B is the successful bidder at the auction
sale, these Chapter 11 cases will be dismissed within 10 days
following the deeding of the Properties to SKW ‒ B;// and/or

     (iii) by no later than Nov. 30, 2019, the Debtors will have
obtained a loan commitment
not conditioned on underwriting or appraisals in an amount
sufficient to pay SKW ‒ B in full all amounts secured by the
Properties, as well as U.S. Trustee fees and the fees and expenses
of any broker retained by the Debtors in cash at closing of the
transaction(s) from a reputable third party lender unaffiliated
with the Debtors; and

      (iv) closing of any sale(s)/ refinance transaction(s) must
occur by no later than Jan. 31, 2019 and the sale(s) or refinance
transaction(s) will be sufficient to pay SKW ‒ B in full at
closing(s).

-- Cash Collateral Termination Date

   Unless extended with the written consent of SKW – B, the
Debtors may use cash collateral until the earliest to occur of:

    (i) the entry of an order dismissing the Bankruptcy Cases,

   (ii) the entry of an order converting the Bankruptcy Cases to
cases under Chapter 7;

  (iii) the entry of an order appointing a trustee or an examiner
with expanded powers with
respect to the Debtors' estates or any of the Properties;

   (iv) entry of an order reversing, vacating, or otherwise
amending, supplementing, or modifying the Order;

    (v) entry of an order granting relief from the automatic stay
to any creditor (other than SKW ‒ B) holding or asserting a lien
in the Collateral;

   (vi) unless the Court orders otherwise, if UAG, or a similar
third party property manager
acceptable to SKW ‒ B or approved by the Court, is not engaged by
the Debtors to oversee the management of the Properties; or

  (vii) the Debtors' breach or failure to comply with any term or
provision of the Order, including the Debtors' failure achieve any
of the Case Milestones

(viii) SKW ‒ B is granted, effective as of the Petition Date,
valid, binding, enforceable, and automatically perfected
post-petition liens that are co-extensive with SKW ‒ B's
prepetition liens and security interests in all property and assets
of the Debtors to the extent that such property and assets
constitute SKW ‒ B's Collateral under the Prepetition Loan
Documents.

The Replacement Liens are being given to the extent of any decrease
in value of the Collateral or Cash Collateral.  

The ad valorem tax liens held by Bexar County on any real property
or tangible personal property will neither be primed by nor
subordinated to any liens granted herein, notwithstanding any
provisions of this Order.

A copy of the Final Cash Order, and the separate budgets relating
to each of the Debtors' Property can be accessed for free at
http://bankrupt.com/misc/TerraVista_80_Cash_FinalORd.pdf

                    About Terravista Partners

Terravista Partners - Hidden Village, Ltd. conducts business under
the names Hidden Village Apartments and Hidden Village Apartment
Homes.  It is a real estate lessor headquartered in San Antonio,
Texas.

Terravista Partners filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 18-52901) on Dec. 4, 2018.  The petition was signed by
Philip W. Stewart, president of Terravista - Hidden Village
Corporation.  At the time of the filing, the Debtor was estimated
to have assets and liabilities of between $1 million and $10
million.  

Four affiliates Terravista Partners - Pecan Manor, Ltd., aka The
Villas of Pecan Manor (Case No. 19-51100), Terravista Partners -
Roselawn, Ltd., aka Roselawn Apartment (Case No. 19-51101),
Terravista Partners - Spanish Spur, Ltd., aka Spanish Spur
Apartments (Case No. 19-51104), and Terravista Partners - Westwood,
Ltd., aka Westwood Plaza Apartments (Case No. 19-51105) each filed
a Chapter 11 petition on May 6, 2019.

The cases are jointly administered under Case No. 19-51100.

Judge Craig A. Gargotta oversees the cases.  

The Law Offices of William B. Kingman, P.C., is the Debtors'
counsel.



THOR INDUSTRIES: Moody's Lowers CFR to Ba3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded ratings for Thor Industries,
Inc., including the Corporate Family Rating to Ba3 from Ba2 and the
Probability of Default Rating to Ba3-PD from Ba2-PD. Concurrently,
Moody's downgraded the rating on the senior secured term loan to
Ba3 from Ba2. The outlook is negative.

RATINGS RATIONALE

The downgrade reflects pronounced topline and earnings pressures
resulting from RV dealer inventory rationalization efforts that
have led to an across-the-board weakening of credit metrics. Thor's
weakened earnings profile will result in a slower than expected
pace of deleveraging that is against an increasingly uncertain
economic environment involving sustained dealer inventory
corrections and contractions in RV retail sales.

The Ba3 CFR balances Thor's significant scale and the company's
leading market positions against the cyclical and competitive
nature of the RV industry that is highly vulnerable to economic
downturns. The rating favorably considers Thor's strong competitive
standing in North America and Europe, a portfolio of well-known
brands, expectations of a very good liquidity profile and the
company's broad RV offering that touches multiple price points and
segments.

Thor's largely debt-financed acquisition of Erwin Hymer earlier
this year and the corresponding increase in financial leverage has
coincided with a very meaningful drop in wholesale shipments as RV
dealers have sought to rationalize their inventory over the last
few quarters. This has resulted in topline pressures and a
pronounced drop in earnings with YTD adjusted April 2019 EBITDA of
about $380 million comparing to $580 million for the prior year
period (a 35% y/y decrease). Notwithstanding meaningful prepayments
of debt ($255 million through early June 2019) Thor's leverage
metrics have increased with April 2019 debt-to-EBITDA of between
3.25x to 3.5x. Moody's has concerns that these dealer inventory
corrections coupled with weakening trends in RV retail sales (YTD
North American registrations are down about 10%) will continue to
weigh on earnings and have the potential to create additional
downward rating pressure.

The negative outlook reflects Moody's concerns about additional
earnings pressures over the next few quarters due to on-going RV
dealer inventory rationalization efforts. The outlook also
incorporates concerns about RV retail sales and the risk that
recent contractions in retail registrations will continue in 2019
and extend into 2020.

The SGL-1 Speculative Grade Liquidity rating denotes Moody's
expectations of a very good liquidity profile over the next 12
months. Cash on hand as of April 2019 was around $460 million and
amortization on term debt is manageable at about $21 million per
annum. Moody's anticipates free cash generation (CFO less capex
less dividends) of between $250 million to $300 million during
fiscal 2019, which translates to FCF-to-Debt comfortably in excess
of 10%. External liquidity is provided by a $750 million
asset-backed revolver that expires in February 2024 (none currently
drawn and availability as of April 2019 was around $620 million).
The revolver contains a springing minimum fixed charge coverage
ratio of 1.0x that comes into effect if availability is less than
the greater of $60 million or 10% of the maximum available credit.

Any upward rating action would be predicated on a meaningful
recovery of earnings or a large paydown of debt such that Moody's
adjusted debt-to-EBITDA was expected to remain near 2.5x. Any
upward rating action would also be predicated on a stable demand
environment with expectations of growth in retail registrations
along with appropriate levels of dealer inventory. Expectations of
a highly conservative financial policy along with a demonstrated
ability to consistently generate strong free cash flow would also
be required for an upgrade. A more diversified product offering
that reduced Thor's reliance on highly cyclical RV markets would
also be supportive of upward rating pressure. Given Thor's
vulnerability to highly cyclical end-markets, Moody's would expect
the company to maintain credit metrics that are stronger than
levels typically associated with companies at the same rating
level.

A further weakening of earnings due to additional declines in
wholesale shipments would likely result in a ratings downgrade.
Expectations of a contraction in retail registrations would create
downward rating pressure. A weakening of Thor's liquidity profile
involving expectations of reduced free cash generation, a reliance
on external sources of financing, or concerns about covenant
compliance and full revolver access could also result in a ratings
downgrade. The loss of a major dealer, or a loss of market share
could also result in downward rating action. Any near-term
debt-financed acquisitions or share repurchases would likely cause
downward rating pressure.

The following is a summary of the rating actions:

Issuer: Thor Industries, Inc.

Corporate Family Rating, downgraded to Ba3 from Ba2

Probability of Default Rating, downgraded to Ba3-PD from Ba2-PD

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

Speculative Grade Liquidity Rating, unchanged SGL-1

Outlook, Negative

Thor Industries, Inc., headquartered in Elkhart, Indiana, is a
leading designer and manufacturer of recreational vehicles
including travel trailers, fifth wheels, specialty trailers,
motorhomes, caravans, and campervans. The company primarily
operates in North America and Europe and sells its products under
brands such as Keystone, Airstream, Heartland, Jayco, Thor
Motorcoach, Hymer, and Niesmann Bischoff. Estimated reported
revenues for the fiscal year ended July 2019 are about $8 billion.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.


TOPPS COMPANY: Moody's Affirms B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating and
Probability of Default Rating of The Topps Company, Inc. at B2 and
B3-PD, respectively. At the same time, Moody's assigned a B1 rating
to the company's proposed senior secured first lien credit
facilities, consisting of a $122 million senior secured first lien
term loan and a $30 million senior secured first lien revolving
credit facility. The outlook is stable.

Proceeds from the proposed senior secured first lien term loan
along with $2 million of balance sheet cash will be used to
refinance the company's existing senior secured first lien term
loan, as well as fund an estimated $2 million of fees and expenses
from the transaction.

"Topps' planned refinancing, which is leverage neutral and being
executed just prior to its term loan becoming due within a year, is
viewed favorably and benefits the company's liquidity by pushing
out its debt maturities by 18 months", said Moody's Vice President
and lead analyst for the company Brian Silver. "Topps' credit
metrics have strengthened over the last two years, largely the
result of topline and margin expansion from its North American
sports and entertainment division, and in particular Major League
Baseball, which we expect to continue. On the other hand, Topps'
confectionery business has been challenged by competitive
pressures, but we anticipate improvement going forward, in large
part from new product launches and core product line extensions".

Assignments:

Issuer: The Topps Company, Inc.

  Senior Secured 1st Lien Term Loan, Assigned B1 (LGD2)

  Senior Secured 1st Lien Revolving Credit Facility,
  Assigned B1 (LGD2)

Affirmations:

Issuer: The Topps Company, Inc.

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B2

Outlook Actions:

Issuer: The Topps Company, Inc.

  Outlook, Remains Stable

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Topps' small scale, niche
market orientation in mature categories with more limited growth
opportunities, effectively unchanged leverage pro forma for the
planned refinancing, private equity ownership and the associated
potential for dividend payments, and volatility that is inherent in
the sports and entertainment collectibles industry. However, the
rating benefits from Topps' leading position in the domestic sports
card market, exclusive contracts in the sports and entertainment
industry, and established presence in the more stable confectionery
business. In addition, Moody's recognizes the company's moderate
segment diversification and healthy geographic exposure that
reaches the North American, Latin American and EMEA markets. Topps
also has moderate leverage for the rating at approximately 3.7
times Moody's adjusted debt-to-EBITDA. Moody's expects Topps to
generate a moderate amount of free cash flow over the next twelve
to eighteen months while maintaining good liquidity.

The stable outlook reflects Moody's expectation that Topps will
successfully extend its first lien debt maturities by 18 months.
The outlook also anticipates the company will maintain its
financial leverage below 4 times over the next 12-18 months.

The rating could be upgraded if the company demonstrates that it
can grow the business and sustain positive free cash flows despite
some underlying volatility in the business while lowering leverage
over time. Quantitatively, debt-to-EBITDA sustained below 3.5
times, RCF-to-net debt sustained above 20% and EBIT-to-interest
sustained above 3.5 times could lead to an upgrade. Alternatively,
the rating could be downgraded if the company encounters sustained
operating difficulties that cause leverage to approach 6 times or
EBIT margins to be sustained below 5%. In addition, a material
weakening of liquidity, or a large debt funded acquisition or
shareholder distribution could lead to a downgrade.

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

The Topps Company, Inc., founded in 1938, is a preeminent producer
of distinctive and interactive confectionery items and a brand
marketer of sports and entertainment cards, products and digital
apps. The company is co-owned by Madison Dearborn Partners (75%)
and Michael Eisner's The Tornante Company (25%). Key products
include Major League Baseball, Star Wars trading cards and
stickers, confectionery brands such as Ring Pop, Push Pop, Juicy
Drop, Baby Bottle Pop and Bazooka bubble gum, and digital apps
including Star Wars Card Trader, NFL HUDDLE, Topps KICK and Topps
BUNT. The company is private and does not publicly disclose its
financials. Topps generated net sales of approximately $463 million
for the twelve-month period ended June 29, 2019.


TRIUMPH ENERGY: GR9 Objects to Disclosure Statement
---------------------------------------------------
Creditor, GRRRRRRRRR Collection Services, LLC ("GR9"), objects to
the disclosure statement explaining Debtor, Triumph Energy I, LLC's
Plan of Reorganization.

GR9 points out that the Disclosure Statement does not provide
adequate information, as it is based entirely upon a loan that is
not yet approved by the Court or the proposed Post-Petition
Lender.

GR9 further points out that the disclosure statement cannot be
approved where the plan to which it relates is not confirmable on
its face.

According to GR9 that the Disclosure Statement should not be
approved unless and until the Debtor shows that there is a lender
ready and willing to provide funding for this Debtor to exit
Chapter 11 and pay off creditors, such as GR9, upon this Court's
approval.

Attorneys for Creditor:

     Jamie W. Olinto, Esq.
     Angela N. Grewal, Esq.
     501 Riverside Avenue, Suite 601
     Jacksonville, FL 32202
     Tel: (904) 355-1700
     Fax: (904) 355-1797
     Email: jamie.olinto@arlaw.com
            catherine.quindoza@arlaw.com
            angela.grewal@arlaw.com
            richene.oliver@arlaw.com
            megan.gaffney@arlaw.com

                  About Triumph Energy I

Triumph Energy I, LLC, offers exploration and production of oil and
gas.  It was incorporated in 2010 and is based in Jacksonville,
Florida.

Triumph Energy I sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04388) on December
18, 2018.  At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of $1,000,001 to $10
million.

The case has been assigned to Judge Jerry A. Funk.  The Debtor
tapped Lansing Roy, PA as its legal counsel.

No official committee of unsecured creditors has been appointed in
the Debtor's Chapter 11 case.


UBER TECHNOLOGIES: Moody's Affirms B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed Uber Technologies, Inc.'s B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
B1 and B3 ratings for the company's existing senior secured term
loans and senior unsecured notes, respectively, and assigned a B3
rating to the company's proposed $750 million of new senior
unsecured notes.

Affirmations:

Issuer: Uber Technologies, Inc.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Senior Secured Term Loan B, Affirmed B1 (LGD3)

  Senior Secured Term Loan, Affirmed B1 (LGD3)

  Senior Unsecured Notes, Affirmed B3 (LGD4)

Assignments:

Issuer: Uber Technologies, Inc.

  Senior Unsecured Notes, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Uber Technologies, Inc.

  Outlook, Remains Stable

RATINGS RATIONALE

Uber plans to use net proceeds from the notes offering to pay a
portion of the purchase price for the acquisition of Careem, which
is expected to close in January 2020. Uber plans to acquire Careem
for up to $3.1 billion consisting of up to approximately $1.7
billion in unsecured convertible notes (Careem Convertible Notes)
and approximately $1.4 billion in cash. Moody's believes there is a
high likelihood that the Careem Convertible Notes will be repaid in
cash upon their maturity 90 days after they are issued.

The affirmation of the B2 CFR reflects Uber's strong liquidity
relative to Moody's estimated uses of cash over at least the next 2
to 3 years. The affirmation also incorporates Moody's revised
expectation for Uber's adjusted EBITDA losses in 2019 of $3.1
billion to $3.2 billion, approximately $800 million to $900 million
better than previously estimated. The improved outlook reflects a
more stable competitive environment in the North America
ridesharing market and sales, marketing and overhead efficiencies.

The B2 CFR reflects uncertainty about Uber's path to profitability
in its key business lines and Moody's expectation for substantial
operating losses and cash burn over the next 2 to 3 years. Uber
faces intense competition in all of its service lines and has high
regulatory risks, including from the potential reclassification of
independent drivers and freelancers to employees in various
regulated regions. Uber has strong category positions in several
ridesharing markets globally. However, the low switching costs for
independent drivers as well as consumers makes the business
susceptible to aggressive competitors with adequate funding. Uber's
focus on growing its multiple transportation services, including
elevated investments in autonomous transportation technologies,
increase uncertainty about future profitability.

The risks are tempered by Uber's substantial liquidity, diversified
sources of capital and strong equity cushion. Uber has large
operating scale with $12.2 billion in revenues, strong growth
prospects and very good geographic diversity. The company has
demonstrated the ability to quickly turn sizeable loss-making
ventures into potentially valuable minority investments as well as
scale adjacent food delivery and freight businesses, which have
increased business diversity. In nearly all of its regional
ridesharing markets Uber faces one principal competitor and Moody's
believes that at current scale the regional ridesharing markets
cannot sustain a third competitor. As a result, Moody's believes
that operating performance in Uber's ridesharing business in any
region could improve if competitive intensity moderates in that
region.

Uber's rating is influenced by its high social risk factors and
aggressive financial policy. Uber, through its on-demand
transportation platforms, provides affordable and convenient
services to millions of consumers globally and income earning
opportunities to a large network of freelancers. However, the
company has high exposure to social risks resulting from the
significant societal impacts of its disruptive transportation
services, potential for reputational harm and business disruption
from adverse publicity, elevated safety concerns of
consumers/services providers, and data security breaches. Moody's
views the company's financial policies as aggressive given the use
of debt to partially fund its speculative businesses.

The stable outlook incorporates Moody's expectation that quarterly
adjusted EBITDA losses will peak around 4Q 2018/1Q 2019, and
generally improve over the next 12 to 18 months, based on Moody's
expectation for revenue growth of at least in the mid-teens
percentages and increasing operating leverage.

The SGL-1 rating reflects Uber's very good liquidity consisting of
cash balances and access to a $2.3 billion revolving credit
facility, relative to its expectations for uses of funds over the
next 2 to 3 years. The company's minority interests in ridesharing
businesses in China, Russia and South East Asia, and an 86% equity
interest in its autonomous technologies subsidiary, additionally
support its liquidity profile.

Uber's ratings could be downgraded if: (i) Moody's believes that
Uber does not have ample liquidity to fund its operating plan and
investments over the next 2 to 3 years, (ii) Core Platform
Contribution Margins as a percentage of adjusted net revenues are
not expected to recover to the over 9% level attained in 2018, by
2020, and remain on a path toward further improvements in 2021;
(iii) anticipated reductions in operating losses fall short of
expectations; or (iv) regulatory changes are expected to have a
meaningful negative impact on the business.

The ratings could be upgraded if Moody's believes that Uber's core
businesses can turn profitable on a sustainable basis over the next
12 to 24 months leading to a substantial reduction in cash burn
(cash flow from operations less capital expenditures) and the
company maintains a strong liquidity profile.

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


UNIQUE TOOL: UTC, Ultra Tech Appointed as New Committee Members
---------------------------------------------------------------
The U.S. Trustee for Region 9 on Sept. 13 appointed two creditors
of Unique Tool & Manufacturing Co., Inc. as new members of the
official committee of unsecured creditors in the company's Chapter
11 case.

The unsecured creditors are:

     (1) United Tube Corporation  
         c/o Frank J. Sadowski
         960 Lake Road
         Medina, OH 44256
         Phone: (330) 725-4196
         Fax: (330) 723-2092
         fsadowski@unitedtube.com  

     (2) Ultra Tech Industries Co. Inc.
         c/o Matthew Petruziello
         25670 First St.
         Westlake, OH 44145
         Phone: (440) 835-3311
         Fax: (440) 835-3320 matt@utico.com

The bankruptcy watchdog had earlier appointed Lawrence Gardner
Associates Inc., B & B Box Company, Precise Engineering, Cardinal
Staffing of Michigan and Midwest Die Supply Co., court filings
show.

                         About Unique Tool

Unique Tool & Manufacturing Co., Inc. -- http://www.uniquetool.com/
-- is a custom metal stamping company formed in 1963, which
supplies stampings to the satellite, communications, electrical,
appliance, refrigeration and automotive industries throughout the
United States, Canada and Mexico.  It specializes in tool and die
manufacturing, brazing, welding, plating and more.  

Unique Tool & Manufacturing sought Chapter 11 protection (Bankr.
N.D. Ohio Case No. 19-32356) on July 26, 2019.  At the time of the
filing, the Debtor estimated up to $50,000 in assets and $1 million
to $10 million in liabilities.

The Hon. Mary Ann Whipple is the case judge.  Diller and Rice, LLC
is the Debtor's legal counsel.

The U.S. Trustee for Region 9 appointed a committee of unsecured
creditors on Sept. 5, 2019.  The committee is represented by
Wernette Heilman PLLC as its legal counsel.


UTEX INDUSTRIES: Moody's Lowers CFR to Caa2, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded UTEX Industries, Inc.'s
Corporate Family Rating to Caa2 from Caa1, Probability of Default
Rating to Caa2-PD from Caa1-PD, first lien term loan to Caa1 from
B3 and second lien term loan to Ca from Caa3. Concurrently, Moody's
assigned a Caa1 rating to UTEX's $50 million revolving credit
facility. The rating outlook is stable.

"UTEX has significant refinancing risk due to approaching debt
maturities," said Amol Joshi, Moody's Vice President and Senior
Credit Officer.

Downgrades:

Issuer: UTEX Industries, Inc.

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

  Corporate Family Rating, Downgraded to Caa2 from Caa1

  Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3)
  from B3 (LGD3)

  Senior Secured Second Lien Term Loan, Downgraded to Ca (LGD5)
  from Caa3 (LGD5)

Assignments:

Issuer: UTEX Industries, Inc.

  Senior Secured First Lien Revolving Credit Facility, Assigned
  Caa1 (LGD3)

Outlook Actions:

Issuer: UTEX Industries, Inc.

  Outlook, Remains Stable

RATINGS RATIONALE

The downgrade of UTEX's CFR to Caa2 reflects the company's weak
liquidity and significant refinancing risk, along with its small
size, high debt burden and weak credit metrics. UTEX has weak
liquidity through mid-2020 as its revolver matures in May 2020,
while the company also faces an approaching term loan maturity in
2021.

The company's performance is highly tied to rig activity in the US
and is dependent on upstream capital budgets. UTEX's exposure to
drilling and completions has increased profitability and EBITDA
since bottoming in 2016, from a combination of operating leverage
and manufacturing efficiencies with higher volumes from its
customers. UTEX benefits from a low maintenance capital requirement
that it could fund through operating cash flow. However, as the US
rig count has moderated after rising significantly, it has impacted
UTEX's revenue and EBITDA in 2019. UTEX's business continues to
stabilize after rebounding from low levels, but weaker commodity
prices, upstream capital budget curtailments and lower rig count
from peak levels will likely limit further growth in EBITDA and
keep UTEX's leverage high.

UTEX has weak liquidity and will need to manage upcoming debt
maturities in 2020 and the first half of 2021. As of June 30, UTEX
had $6.8 million of cash and $26 million outstanding under its $50
million revolving credit facility, which matures in May 2020. The
revolver includes a springing first lien secured leverage covenant
of 7x debt to EBITDA, dropping to 6.5x for periods ending on or
after March 31, 2020. This springing covenant is in effect as usage
under the revolver exceeds 30%. UTEX will likely strive to pay down
some of its revolver drawings over 2019-2020 with any positive free
cash flow remaining upon satisfying first lien term loan
amortization payments. After the revolver matures in May 2020, the
company's next maturity will be the first lien term loan in May
2021.

The stable outlook reflects the expectation that the company should
resolve its smaller near-term revolver maturity. The rating can be
downgraded if liquidity deteriorates further, EBITDA to interest
expense falls below 1.2x or debt is purchased in the open market at
steep discounts to par value. The rating can be upgraded if the
company addresses its refinancing requirements and demand for
hydraulic fracturing services strengthens, boosting UTEX's cash
flow and allowing the company to reduce leverage while improving
liquidity, with debt to EBITDA below 6x.

The company's first lien credit facility is comprised of a $50
million revolving credit facility and slightly less than $520
million outstanding under a first lien term loan. The first lien
credit facility is rated Caa1, one notch above the Caa2 CFR,
reflecting the facility's first lien position in the priority of
claim waterfall supported by $200 million of junior debt cushion
from the second lien term loan. The second lien term loan is rated
Ca, two notches below the CFR, reflecting its subordination to
UTEX's first lien debt as well as its size relative to the larger
priority debt. Given Moody's expectation that UTEX's debt structure
will evolve over time, Moody's regards the Ca rating assigned to
the second lien term loan to be more appropriate than the rating
suggested by Moody's Loss Given Default Methodology.

UTEX Industries, Inc., headquartered in Houston, Texas, is a
designer, manufacturer and distributor of highly engineered
custom-tailored elastomer and thermoplastic spring energized seals,
downhole products, and pressure pumping consumable products to the
oil & gas extraction industry, particularly the well completions
market. UTEX was acquired by affiliates of Riverstone Holdings LLC
in April 2013.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


WILLIAMS SCOTSMAN: Moody's Affirms 'B3' Sr. Secured Rating
----------------------------------------------------------
Moody's Investors Service affirmed Williams Scotsman International
Inc.'s B2 corporate family rating and B3 senior secured rating, and
changed the outlook to stable from negative.

Outlook Actions:

Issuer: Williams Scotsman International Inc.

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Williams Scotsman International Inc.

Corporate Family Rating, Affirmed B2

Senior Secured Regular Bond/Debenture, Affirmed B3

RATINGS RATIONALE

While the ratings affirmation reflects Moody's unchanged view of
the firm's B3 standalone assessment, the outlook change to stable
from negative reflects Williams Scotsman's improving leverage, as
measured by Debt/EBITDA, which was approximately 6x as of 30 June
2019 compared with approximately 7.7x as of 30 September 2018,
following the equity and debt-financed 15 August 2018 acquisition
of Modular Space Holdings, Inc. (ModSpace).

The ratings also reflect the company's weak but improving
profitability and reliance on secured financing to fund its
operations, which encumbers assets and reduces its financial
flexibility. Furthermore, Moody's considers that demand for modular
space is cyclical and therefore susceptible to periodically lower
utilization and lease rates, which would negatively impact Williams
Scotsman's profitability. Offsetting these credit challenges are
the near completion of the company's integration of ModSpace and
its strong market position. With the ModSpace acquisition, William
Scotsman has become the largest provider of modular space leasing
in the US., with approximately 42% market share.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings could be upgraded if the firm improves and sustains its
profitability achieving a level corresponding to net income to
average managed assets (NI/AMA) above 0.5%, and reduces Debt/EBITDA
to below 5x.

The ratings could be downgraded if the company's financial
performance substantially deteriorates, or if it increases leverage
from current levels, due to additional borrowings or debt-financed
acquisitions, or as a result of weak financial performance.

The principal methodology used in these ratings was Finance
Companies published in December 2018.


WYNN RESORTS: S&P Assigns 'BB' Rating on $750MM Sr. Unsec. Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '3' recovery
rating to Las Vegas-based Wynn Resorts Finance LLC's (formerly Wynn
America LLC) proposed $750 million senior unsecured notes due 2029.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery (capped at 50%-70%; rounded estimate: 65%) for noteholders
in the event of a payment default. Wynn Resorts Finance LLC is a
subsidiary of Wynn Resorts Ltd.

S&P said, "We also assigned our 'BBB-' issue-level and '1' recovery
rating to Wynn Resorts Finance LLC's planned $1.85 billion senior
secured credit facility, consisting of an $850 million revolver and
$1 billion term loan A, both due in 2024. Our '1' recovery rating
indicates our expectation for very high recovery (90%-100%; rounded
estimate: 95%) for lenders in the event of a payment default."

Wynn Resorts Finance plans to use the proceeds from these debt
issuances to refinance its existing Wynn America revolver and term
loan ($991 million outstanding as of June 30, 2019), repay the
existing Wynn Resorts term loan ($748 million outstanding as of
June 30, 2019), pay fees and expenses, and for general corporate
purposes.

S&P said, "We have raised our valuation for Wynn Resorts Finance to
reflect the broader pool of collateral available to lenders, which
offsets the material proposed increase in debt at Wynn Resorts
Finance since our previous analysis. In addition to a moderate
increase in our assumed value from Encore Boston Harbor and the
existing security pledge of up to 15% of Wynn Las Vegas assets,
which benefit secured lenders, Wynn Resorts Finance's recovery
prospects will also be supported by the inclusion of a pledge of
72% of future dividends from Wynn Macau and the convention center
expansion at Wynn Las Vegas."

"The proposed financing transaction is largely debt-for-debt, so it
does not affect our forecast credit measures for Wynn. However, we
believe recent weakness in Macau, particularly at the higher end of
the market, as well as volatility in table hold in Macau and at
Wynn Las Vegas, will likely result in leverage in the high-4x area
compared to our prior mid-4x forecast. This provides only modest
cushion to our 5x adjusted leverage downgrade threshold for Wynn.
Nevertheless, we believe Wynn's leverage will improve to the low-4x
area in 2020 as Encore Boston Harbor ramps up, Wynn Las Vegas
benefits from its convention center expansion and assumed normal
table hold, and Wynn Macau benefits from investments at the
properties and a modestly improving market. Wynn's capital spending
will also decline materially in 2020 from 2019 despite an expected
room renovation at Wynn Las Vegas, which should support improved
free operating cash flow generation. As a result, all ratings,
including our 'BB' issuer credit ratings on borrower Wynn Resorts
Finance LLC and its parent Wynn Resorts Ltd., are unchanged."

Issue Ratings - Recovery Analysis

Key analytical factors

-- While S&P's estimated 70%-90% recovery on Wynn Resorts
Finance's unsecured notes would indicate a '2' recovery rating, the
rating agency capped the recovery rating at '3' (50%-70%) because
of the rating cap that it applies to the unsecured debt of issuers
with issuer credit ratings in the 'BB' category. The cap reflects
that these creditors' recovery prospects are at greater risk of
being impaired by the issuance of additional priority or pari passu
debt before default.

-- The issue-level rating on Wynn Las Vegas' senior notes remains
'BB' with a '3' recovery rating, indicating S&P's expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in
the event of a payment default.

-- S&P's simulated default scenario for Wynn Resorts contemplates
a payment default in 2024 (in line with its average five-year
default assumption for 'BB' rated credits), reflecting some
combination of the following factors: a severe and prolonged global
recession that impairs cash flow across the portfolio of
properties, increased competitive pressures from other casinos on
the Las Vegas Strip and in the northeast U.S., increased borrowing
for potential large-scale development projects, and reduced ability
to distribute cash out of Wynn Macau.

-- Wynn Macau is materially less levered than Wynn Resorts Finance
and S&P assumes that in its Wynn Resorts Finance simulated default
scenario, Wynn Macau would not be insolvent and would be able to
continue to pay dividends. As a result, S&P has included dividends
from Wynn Macau in the rating agency's Wynn America emergence
EBITDA.

-- S&P has also assumed that Wynn Resorts Finance purchases the
convention center expansion at Wynn Las Vegas in early 2020 and
contributes it to the restricted group. Therefore, S&P's emergence
EBITDA includes a modest level of contribution from this asset.

-- S&P's emergence EBITDA of approximately $608 million includes a
standard cyclicality adjustment of 10% and a 25% operational
adjustment on top of the default level of EBITDA, incorporating an
expectation for some dividends from Wynn Macau, as well as
significant cyclicality in the Las Vegas market and the high
quality of Wynn's assets.

-- S&P uses a 7.5x emergence multiple to value Wynn Resorts
Finance, 1x higher than its leisure industry average because of
Wynn's very high-quality Las Vegas and Massachusetts assets.

-- The $850 million Wynn Resorts Finance revolving credit facility
is 85% drawn at default.

-- Wynn Resorts Finance's secured lenders benefit from a security
pledge of up to 15% of Wynn Las Vegas' total assets. S&P assumes
its estimate of Wynn Las Vegas' gross enterprise value approximates
the value of total assets pledged in the collateral package.
However, because the value of collateral securing the Wynn Resorts
Finance credit facility exceeds the claims at default, S&P does not
allocate 15% of its gross enterprise value for Wynn Las Vegas to
Wynn Resorts Finance secured lenders. That value is therefore
available to Wynn Las Vegas creditors.

Simulated default assumptions

-- Simulated year of default: 2024
-- EBITDA at emergence: $608 million
-- EBITDA Multiple: 7.5x

Simplified waterfall

-- Gross enterprise value: $4.56 billion
-- Net enterprise value after administrative expenses (5%): $4.33
billion
-- Obligor/nonobligor split: 52%/48%
-- Value available for Wynn Resorts Finance secured claims: $2.24
billion
-- Estimated Wynn Resorts Finance secured claims: $1.58 billion
-- Recovery expectation: 90%-10% (rounded estimate: 95%)
-- Value available for Wynn Resorts Finance senior unsecured
claims: $665 million
-- Estimated Wynn Resorts Finance senior unsecured claims: $769
million
-- Recovery expectation: Capped at 50%-70% (rounded estimate:
65%)
-- Value available for Wynn Las Vegas senior notes claims: $2.1
billion
-- Estimated Wynn Las Vegas senior notes claims: $3.2 billion
-- Recovery expectation: 50%-70% (rounded estimate: 60%)

All debt amounts includes six months of prepetition interest.


YIANNIS MEDITERRANEAN: Restaurant Wants Cash to Sustain Operations
------------------------------------------------------------------
Yiannis Mediterranean Cuisine LLC asks the U.S. Bankruptcy Court
for the District of Connecticut to authorize use of cash collateral
in order to pay operating expenses, pursuant to weekly budget.

The budget provides for total expenses at $10,675.  Of this amount,
$4,500 is for food and supplies; $3,400 is for payroll; and $1,000
for payroll taxes.  
  
The Debtor proposes to provide adequate protection to Sachem
Capital Partners LLC in the form of a replacement lien (assignment
of rent).

                   About Yiannis Mediterranean

Yiannis Mediterranean Cuisine LLC is a limited liability company
that operates a restaurant serving fine mediteranean cuisine.  It
filed its voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 19-31516) on Sept. 11,
2019, in New Haven, Connecticut.  William E. Carter, Esq., is the
Debtor's counsel.


YIANNIS MEDITERRANEAN: Seeks Cash to Pay Prepetition Salaries
-------------------------------------------------------------
Yiannis Mediterranean Cuisine LLC asks the U.S. Bankruptcy Court
for the District of Connecticut to authorize use of cash collateral
to pay $2,500 for cost of labor during the three days immediately
prior to the Petition Date.
  
As adequate protection for the use of cash collateral, the Debtor
proposes to grant replacement liens to Sachem Capital Partners
LLC.

                   About Yiannis Mediterranean

Yiannis Mediterranean Cuisine LLC is a limited liability company
that operates a restaurant serving fine mediteranean cuisine.  It
filed its voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 19-31516) on Sept. 11,
2019, in New Haven, Connecticut.  William E. Carter, Esq., is the
Debtor's counsel.


ZANE STATE: Moody's Affirms Ba1 Rating on $5.5MM Debt
-----------------------------------------------------
Moody's Investors Service has revised Zane State College's (OH)
outlook to stable from negative. Moody's also affirmed the
college's Ba1 underlying rating and its Aa2 enhanced rating. The
rating action affects $5.5 million of debt with an expected final
maturity in 2037.

RATINGS RATIONALE

The revision of the outlook to stable from negative for Zane State
College's underlying rating acknowledges a general stabilization in
its operating performance and liquidity. Despite challenging
revenue conditions, Moody's expects the college to sustain positive
operating cash flow margins beyond fiscal 2018 driven by carefully
managed budgets. Furthermore, there are no additional debt plans
and an expectation that liquidity will continue to cover above 70
days of operating expenses.

Zane State College's Ba1 underlying rating reflects its constrained
financial position and ongoing student market challenges. Despite a
restoration of positive cash flow, its operating performance is
thin, with deficit operations and operating cash flow margins that
are insufficient to cover debt service. Weak regional high school
demographics will continue to suppress enrollment and net tuition
revenue, which is the college's largest revenue source. Favorably,
the college maintains close ties to the Aa1-rated state of Ohio,
which provides about 44% of total operating revenue as well as
direct capital support. Furthermore, outstanding debt of $6.2
million is modest compared to its total cash and investments of $15
million. With no additional debt plans, balance sheet leverage will
continue to be manageable.

The Aa2 enhanced rating is based on the strength of the Ohio Board
of Regents Community and Technical College Credit Enhancement
Program (Aa2 stable), sufficiency of interceptable revenue, and the
transaction structure. The college's interceptable state share of
instruction (SSI) provided a robust 22.8x coverage of debt service
in fiscal 2018.

RATING OUTLOOK

The stable outlook reflects its expectations that the college will
maintain positive cash flow, steady liquidity, and continued strong
financial support from the state.

The stable outlook for the enhanced rating is based on the outlook
for the Ohio Board of Regents Community and Technical College
Credit Enhancement Program.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Sustained improvement operating performance leading
    to debt service coverage above 1.0x

  - Significant growth in operating scale, in conjunction
    with increases in wealth and liquidity

  - Upgrade of the Ohio Board of Regents Community and
    Technical College Credit Enhancement Program (for
    enhanced rating)

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Inability to sustain positive cash flow

  - Material decline in liquidity

  - Issuance of additional debt, putting further pressure
    on debt service coverage

  - Downgrade of the Ohio Board of Regents Community and
    Technical College Credit Enhancement Program
    (for enhanced rating)

LEGAL SECURITY

All rated securities are General Receipt Bonds which are secured by
a gross pledge and first lien on the college's general receipts,
including tuition and fees, and other legally available revenue,
but excluding state appropriations, and restricted gifts and
grants.

In addition to the general receipts pledge for the bonds, the bonds
are secured by the Ohio Board of Regents Community and Technical
College Credit Enhancement Program, which allows the Chancellor of
the Ohio Department of Higher Education to redirect the college's
state aid in the form of SSI to the bond trustee to pay debt
service if there is a shortfall in general receipts revenue.

PROFILE

Zane State College is an open admissions college serving three
counties and 14 school districts with two physical locations in
Zanesville and Cambridge. The college is funded primarily by a
combination of student charges and state appropriations. The
college serves over 2,300 students with operating revenues of
approximately $19 million.

METHODOLOGY

The principal methodology used in the underlying rating was
Community College Revenue-Backed Debt published in June 2018. The
principal methodology used in the enhanced rating was State Aid
Intercept Programs and Financings published in December 2017.


[*] K&E Partner Jumps to Bankruptcy Team at Ropes & Gray
--------------------------------------------------------
Global law firm Ropes & Gray on Sept. 12, 2019, announced that
Cristine Pirro Schwarzman has joined the firm's 350-lawyer New York
office as a partner in its business restructuring practice group.
Ms. Schwarzman is a recognized bankruptcy practitioner who will
enhance the firm's service offerings to distressed public and
private companies.

Ms. Schwarzman is focused on representing debtors in out-of-court
restructurings, chapter 11 cases and distressed acquisitions. Her
clients have included an array of public, portfolio and
privately-held companies and she has secured victories across
industries, including in telecommunications, technology, consumer &
retail and energy.  Her work leading a complex $760 million
restructuring garnered Ms. Schwarzman and her team the 2018
"Restructuring of the Year ($500M to $1bn)" award from the
Turnaround Management Association.

"Cristi is described by clients as a commercially minded and
energetic counselor who brings a wealth of experience in
company-side representations. It makes her an especially valuable
addition to our practice," said Mark I. Bane, partner and co-chair
of Ropes & Gray's business restructuring practice group. "A full
spectrum of public, private and portfolio company clients will
benefit from her experience handling complex restructurings."

"Working across the table from Ropes & Gray's restructuring
attorneys is what drew me to the firm," said Ms. Schwarzman. "The
depth of knowledge their teams bring to clients in restructurings
is impressive and the practice has made important investments in
its team to ensure it's especially well-suited to advise companies
that are adapting to a changing economy."

Ms. Schwarzman has distinguished herself by her service both to
clients and to the bankruptcy bar. She has served as a member of
the SDNY Local Rules Committee to Revise the Local Bankruptcy
Rules, acted as a contributing editor of the Norton Journal of
Bankruptcy Law and Practice, and written for various publications,
including most recently the Practical Law Institute.  Ms.
Schwarzman served as a board member of the International Women in
Restructuring Confederation from 2014-2016.  Her recent speaking
engagements include serving as a panelist at the American
Bankruptcy Institute 2019 Complex Restructuring Program, and as a
guest lecturer at the Wharton School and NYU School of Law.

Ms. Schwarzman joins Ropes & Gray from Kirkland & Ellis, where she
was a partner.  Prior to Kirkland, she practiced in the business,
finance and restructuring group at Weil Gotshal & Manges.  Before
that, she served as a law clerk to Chief Judge Arthur J. Gonzalez
in the United States Bankruptcy Court for the Southern District of
New York. Ms. Schwarzman earned a B.A. cum laude from the
University of Pennsylvania and received her J.D. and Certificate in
Business Economics and Public Policy from the University of
Pennsylvania Law School.

Contact:

         Cristine Pirro Schwarzman
         Partner
         Ropes & Gray
         New York
         Tel: +1 212 596 9635
         E-mail: Cristine.Schwarzman@ropesgray.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
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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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2019.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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