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

              Wednesday, November 9, 2022, Vol. 26, No. 312

                            Headlines

201 ORANGE GROVE: Seeks Cash Collateral Access
29 NORTH MAIN: Seeks to Hire Law Offices of Nell Crane as Counsel
AAD CAPITAL: Affiliate Wins Interim Cash Collateral Access
ACCO BRANDS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
ADAMS 3 LLC: Washington DC Property Owner Files for Chapter 11

ADEIA INC: S&P Affirms 'BB-' Issuer Credit Ratings, Outlook Stable
AIBUY HOLDCO: Nov. 9 Deadline Set for Panel Questionnaires
AIR METHODS: Moody's Lowers CFR to Caa3 to Caa2, Outlook Stable
ANDRADE GUTIERREZ: Files for Chapter 15 in NY, Stops Trustee Suit
APEX SIERRA HERMOSA: 260-Unit Apartment Complex in Chapter 11

APEX SIERRA: Court OKs Interim Cash Collateral Access
APPVION INC: Great American's Summary Judgment Bid Granted in Part
ARCHBISHOP OF AGANA: Court OKs Deal on Cash Collateral Access
ARUBA INVESTMENTS: Moody's Rates New $125MM Term Loan Add-on 'B2'
ATHLETICO HOLDINGS: Moody's Cuts CFR to B3 & Alters Outlook to Neg.

BARNES ENTERPRISES: Lender Seeks to Prohibit Cash Collateral Use
BASIC WATER: Court OKs Final Cash Collateral Access
BLUCORA INC: S&P Places 'BB-' ICR on CreditWatch Negative
BLUE CRATES: Doorage Bid to Lift Stay in Crum & Forster Suit Denied
BRAZOS ELECTRIC: Gas Creditors Say Liquidation Analysis Skeptical

BREWSTER PLACE: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
CDS US INTERMEDIATE: $799M Bank Debt Trades at 48% Discount
CELSIUS NETWORK: Bid to Compel Insider Clawback Actions Denied
CELSIUS NETWORK: Court Rejects Bonuses for Lack of Disclosure
CELSIUS NETWORK: Heras' Move for Rule 2004 Discovery Denied

CENTRAL GARDEN: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable
CHASE INDUSTRIES: $240M Bank Debt Trades at 29% Discount
CHECKERS HOLDINGS: $193M Bank Debt Trades at 18% Discount
CHECKOUT HOLDING: $150M Bank Debt Trades at 69% Discount
CIBT GLOBAL: $385M Bank Debt Trades at 24% Discount

CITY BREWING: $850M Bank Debt Trades at 32% Discount
CLAIM JUMPER: Seeks to Hire Stretto as Administrative Advisor
CLAIM JUMPER: Seeks to Hire Wyse Advisors, Appoint CRO
CLAIM JUMPER: Taps Morris, Nichols, Arsht & Tunnell as Counsel
CLAIM JUMPER: Taps Whiteford Taylor & Preston as Local Counsel

CLEAREDDIRECT LLC: Unsecureds Will Get 65% of Claims in 5 Years
CLOUDERA INC: $500M Bank Debt Trades at 17% Discount
COLOUROZ INVESTMENT 2: $112M Bank Debt Trades at 26% Discount
COLOUROZ INVESTMENT 2: $205M Bank Debt Trades at 27% Discount
COLOUROZ INVESTMENT 2: $678M Bank Debt Trades at 26% Discount

COMET BIDCO: $420M Bank Debt Trades at 38% Discount
COMMERCEHUB INC: $210M Bank Debt Trades at 20% Discount
COMMUNITY CARE: $330M Bank Debt Trades at 17% Discount
CONNACHER OIL AND GAS: US$42M Bank Debt Trades at 47% Discount
CONSTANT CONTACT: $300M Bank Debt Trades at 22% Discount

CONVERGEONE HOLDINGS: $1.11B Bank Debt Trades at 34% Discount
CONVERGEONE HOLDINGS: $275M Bank Debt Trades at 43% Discount
COOLSYS INC: $360M Bank Debt Trades at 19% Discount
COOLSYS INC: $80M Bank Debt Trades at 19% Discount
CORE SCIENTIFIC: Bondholders Tap Restructuring Lawyer

CORELOGIC INC: $3.75B Bank Debt Trades at 26% Discount
CORELOGIC INC: $750M Bank Debt Trades at 34% Discount
COREPOWER YOGA: $175M Bank Debt Trades at 18% Discount
CORNERSTONE ONDEMAND: $2.1B Bank Debt Trades at 16% Discount
CP ATLAS BUYER: $1.374B Bank Debt Trades at 15% Discount

CPC ACQUISITION: $1.025B Bank Debt Trades at 21% Discount
CPC ACQUISITION: $225M Bank Debt Trades at 24% Discount
CROWN FINANCE US: $3.3B Bank Debt Trades at 66% Discount
CROWN FINANCE US: $650M Bank Debt Trades at 67% Discount
CROWN FINANCE US: EUR608M Bank Debt Trades at 67% Discount

CRYSTAL CLINIC: $73M Bank Debt Trades at 16% Discount
DAVID'S BRIDAL: $240M Bank Debt Trades at 69% Discount
DAVID'S BRIDAL: $55M Bank Debt Trades at 26% Discount
DAWN ACQUISITIONS: $550M Bank Debt Trades at 28% Discount
DGS REALTY: Wins Cash Collateral Access Thru Dec 31

DIAMOND SPORTS: $3.2B Bank Debt Trades at 81% Discount
DIEBOLD NIXDORF: $475M Bank Debt Trades at 21% Discount
DIEBOLD NIXDORF: EUR415M Bank Debt Trades at 19% Discount
DIOCESE OF BUFFALO: Taps Kinsale Management as Independent Auditor
DODGE DATA & ANALYTICS: $130M Bank Debt Trades at 21% Discount

DUNN PAPER: $230M Bank Debt Trades at 29% Discount
DUNN PAPER: $55M Bank Debt Trades at 29% Discount
DURAN TRANSFER: Seeks Approval to Hire Schaffner as Accountant
EDWARD D. HIRSCH: Seeks to Hire Rosenhouse Group as Accountant
ELITE HOME: Unsecureds to Get Up to 14% in Committee Plan

ELITE METAL: Business Income to Fund Plan Payments
ELWOOD ENERGY: Moody's Affirms Ba2 Rating on Senior Secured Bond
ESJ TOWERS: Committee Taps MRO Attorneys at Law as Counsel
EYP GROUP: Gets Uncontested Confirmation for Chapter 11 Plan
EYP GROUP: Submits Second Amended Plan

FAST RADIUS: Case Summary & 20 Largest Unsecured Creditors
FEI HUANG: Court OKs Cash Collateral Access on Final Basis
FOUNDATION HOLDCO: Fitch Alters Outlook on 'BB' Ratings to Positive
FREEDOM DRAIN: Seeks Use of Cash Collateral
GA-ALF HOLDINGS: Senior Living Community Property in Chapter 11

GANDYDANCER LLC: Now Current With MORs, Evades Dismissal
GATES GLOBAL: S&P Rates New $575MM Senior Secured Term Loan 'B+'
GUARACHI WINE: Creditors to Get Proceeds From Liquidation
GWG HOLDING: Affiliates Win Interim Cash Collateral Access
HOFFMAN'S CHURCH: Files for Chapter 7 Liquidation

IKON WEAPONS: Court OKs Interim Cash Collateral Access
J AND M SUPPLY: Court OKs Interim Cash Collateral Access
JAF 27: Wins Cash Collateral Access Thru Feb 2023
JAXON5 IMPORTS: Continued Operation to Fund Plan Payments
JUMAS FOOD MART: Seeks to Hire Biggs Law Firm as Bankruptcy Counsel

K STREET: Seeks Use of Cash Collateral
L7 FM ELEVATOR: Case Summary & One Unsecured Creditor
LASHER CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
LEGACY EJY: Updates Combined Disclosure & Plan
MATT HUTCHENS: Unsecureds to be Paid in Full in Subchapter V Plan

MERITAGE HOMES: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable
METRO SERVICE: Seeks Approval to Hire Wharton CPA as Accountant
METRO SERVICE: Seeks to Hire Davillier Law Group as Special Counsel
METRO SERVICE: Seeks to Hire Irpino Law Firm as Special Counsel
MKS REAL ESTATE: Returns to Chapter 11, Lender Seeks Sanctions

MONARCH PCM: Case Summary & 20 Largest Unsecured Creditors
MONTROSE MULTIFAMILY: Wins Cash Collateral Access Thru Nov 14
NELSON EDUCATION: $311M Bank Debt Trades at 43% Discount
NEW CONSTELLIS: US$150M Bank Debt Trades at 49% Discount
NEW FRONTERA: $75M Bank Debt Trades at 60% Discount

NEW MILLENNIUM: $600M Bank Debt Trades at 68% Discount
NEW TROJAN PARENT: $110M Bank Debt Trades at 27% Discount
NEW TROJAN PARENT: $605M Bank Debt Trades at 25% Discount
NORTH AMERICAN: Insurers Denied Access to Asbestos Claim Details
O CLASS PLUS: EUR578M Bank Debt Trades at 19% Discount

OASIS WATER CO: $17M Bank Debt Trades at 16% Discount
OASIS WATER CO: $19M Bank Debt Trades at 16% Discount
OASIS WATER CO: $49M Bank Debt Trades at 16% Discount
OCCUPY REAL ESTATE: Seeks Cash Collateral Access
OCTAVE MUSIC: $102M Bank Debt Trades at 19% Discount

OIA ACQUISITION: $131M Bank Debt Trades at 15% Discount
OIA ACQUISITION: $21M Bank Debt Trades at 15% Discount
ONE CALL CORP: $700M Bank Debt Trades at 24% Discount
OPEN TEXT: S&P Lowers Unsecured Debt Rating to 'BB-', Outlook Neg
OUTERSTUFF LLC: $155M Bank Debt Trades at 16% Discount

OUTPUT SERVICES: $180M Bank Debt Trades at 29% Discount
PACKAGING COORDINATORS: $380M Bank Debt Trades at 17% Discount
PARKING 56: Seeks to Hire Law Office of Jonathan Cohen as Counsel
PG&E CORP: Fire Victims Trust Liquidates $500 Million in Stock
PQ NEW YORK: CSC's Move to Dismiss Adversary Case Denied in Part

REVLON INC: Controversial Debt Deals Spark New Creditor Lawsuit
RUBY PIPELINE: Unsecured Creditors Unimpaired in Plan
SEAGATE TECHNOLOGY: S&P Alters Outlook to Neg., Affirms 'BB+' ICR
SPIRIT AEROSYSTEMS: S&P Rates Sr. Secured First-Lien Notes 'BB-'
STOCKTON GOLF: Court OKs Cash Collateral Access Thru Jan 2023

THOMPSON MILLWORK: Wins Interim Cash Collateral Access
THOUGHTWORKS HOLDING: Moody's Upgrades CFR to Ba3, Outlook Stable
THREE STAR: Files Emergency Bid to Use Cash Collateral
VERICAST CORP: S&P Downgrades ICR to 'SD' on Distressed Exchange
WAKASA LLC: Files Emergency Bid to Use Cash Collateral

WC 8120 RESEARCH: Returns to Chapter 11; Lenders Seek Stay Relief
WEIRD VENDING: Wins Cash Collateral Access Thru Dec 13
WESTERN DIGITAL: S&P Downgrades ICR to 'BB', Outlook Stable
WINESTEAD LLC: Case Summary & 17 Unsecured Creditors
[*] Bankruptcy Filings Continue to Decrease in September 2022


                            *********

201 ORANGE GROVE: Seeks Cash Collateral Access
----------------------------------------------
201 Orange Grove, Inc. asks the U.S. Bankruptcy Court for the
Central District of California for authority to use cash collateral
in accordance with the budget, with a 10% variance.

The Debtor requires the use of cash collateral to continue its
operations and reorganize.

The parties that assert a lien on the Debtor's cash collateral are
Alliance Portfolio and the U.S. Small Business Administration.

In December 2021, secured creditor Alliance Portfolio made a
$3,250,000 loan as the 1st Mortgage holder on the property located
at 201 Orange Grove Avenue, South Pasadena, California 91030.

In June 2020, the Small Business Administration made a $119,000
"Disaster Loan" as the 2nd Mortgage holder on the property located
at 201 Orange Grove Avenue, South Pasadena, California 91030.
Payments on this loan are not scheduled to commence until later
this year.

Due to the pandemic, starting in March 2020, the Debtor's business
disappeared and had a giant and violent effect upon the Debtor's
income. In 2019 the Debtor generated more than $400,000 in gross
revenue whereas in 2020 gross revenue caved to $70,000. In 2021,
the Debtor had $120,000 in gross revenues. So far in 2022, the year
to date gross income is just over $220,000. The projections for the
remainder of 2022 are very good not that people are traveling
again. Unfortunately the aftermath of the pandemic and the
lingering worries of the public in general about traveling and
staying in hotels, motels, B&B's, etc., business has not reached to
levels of 2019 but the signs are very good that they are on an
upswing.

As adequate protection, the Debtor offers the equity in the
collateral above each respective lien and the maintenance of the
property.

A copy of the motion and the Debtor's budget is available at
https://bit.ly/3t2FfHU from PacerMonitor.com.

The Debtor projects $40,000 in total income and $39,008 in total
expenses for the period from November to December 2022.

                 About 201 Orange Grove Inc.

201 Orange Grove Inc. -- https://bissellhouse.com -- is a Single
Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)).

201 Orange Grove Inc. filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-14917) on October 30, 2022. In the petition filed by William D.
Hoyman, as president and owner, the Debtor reported assets and
liabilities between $1 million and $10 million.

Gregory Kent Jones has been appointed as Subchapter V trustee.

The Debtor is represented by Michael E Plotkin of Law Office of
Michael E. Plotkin.



29 NORTH MAIN: Seeks to Hire Law Offices of Nell Crane as Counsel
-----------------------------------------------------------------
29 North Main, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Connecticut to employ The Law Offices of Nell
Crane, LLC as its counsel.

The firm's services include:

    (a) providing legal advice with respect to the powers and
duties of the Debtor;

    (b) representing the Debtor before the bankruptcy court at all
hearings and in all matters pertaining to its affairs;

    (c) assisting in the preparation and negotiation of a plan of
reorganization with its creditors;

    (d) preparing legal papers; and

    (e) performing other necessary legal services for the Debtor.

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

       Partners       $375 per hour
       Associates     $200 - $300 per hour
       Paralegals     $75 per hour

In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.

The firm received a retainer of $15,000, plus $1,738 filing fee.

Stuart Caplan, Esq., principal at the Law Offices of Nell Crane,
disclosed in a court filing that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The law firm can be reached at:

       Stuart H. Caplan, Esq.
       The Law Offices of Nell Crane, LLC
       2679 Whitney Avenue
       Hamden, CT 06518
       Phone: (203) 230-2233
       Email: stuart@neilcranelaw.com

                        About 29 North Main

29 North Main, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Conn. Case No. 22-30642) on Oct. 11,
2022, with up to $500,000 in both assets and liabilities. Stuart H.
Caplan, Esq., at the Law Offices of Neil Crane, LLC represents the
Debtor as counsel.


AAD CAPITAL: Affiliate Wins Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized Market Street Shreveport LLC, a
subsidiary of AAD Capital Partners, LLC, to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance.

The Debtor requires the use of cash collateral to preserve its
business and assets for the benefit of all creditors.

Arena is the holder and owner of a promissory note dated March 24,
2022, in the original principal amount of $10.5 million, executed
by the Debtor, through its duly authorized manager, AAD Capital
Partners, LLC, plus interest at the rate set forth in the Loan
Agreement, from and after March 24, 2022, until paid.

The Debtor's obligations to Arena under the Loan Agreement, the
Note and any of the
other Loan Documents are secured by that certain valid, effective
and enforceable Mortgage, Pledge of Leases and Rents, and Security
Agreement executed by the
Debtor, in authentic form, on March 18, 2022, in favor of Arena,
filed of record in the Mortgage Records of Caddo Parish, Louisiana
on March 24, 2022, under File No. 2878655.

The Mortgage constitutes a valid and effective and first-ranking
lien on the Real Property and secures the Indebtedness (as defined
below) up to the amount of $27.5 million.

As adequate protection, Arena is granted a replacement lien in and
upon the post-petition assets of the Debtor of the same type and to
the same extent and priority Arena had in the Debtor's assets
before the Petition Date.

As additional adequate protection, the Debtor will pay to Arena the
sum of $45,000 in cash on or before the fifth business day of each
month commencing December 1, 2022 which will be applied by Arena to
reduce the Indebtedness. In the event the Termination Date is
extended beyond January 31, 2023, pursuant to the terms of the
Order, Arena will have the right to seek an increase in the amount
of the monthly adequate protection payments and any other
appropriate adequate protection in addition to the adequate
protection provided by the Order.

To the extent the Replacement Liens and the Adequate Protection
Payments do not adequately protect the diminution of Arena's
interests in its collateral, suffered as a result of the Debtor's
use of its cash collateral, Arena will be entitled to an
administrative priority claim pursuant to section 507(b) of the
Bankruptcy Code in the amount of such diminution.

These events constitute an "Event of Default:"

     a. The Debtor's breach of any provision, term or condition of
the Order, including without limitation the Debtor’s failure to
pay its Indebtedness to Arena in full by January 31, 2023, or any
extension of that date, failure to timely provide the financial
information, reports, comply with the Budget or provide any other
reasonable information requested by Arena; or

     b. The conversion or dismissal of the Debtor's Chapter 11
case.

A hearing on the matter is set for November 30 at 1 p.m.

A copy of the order is available at https://bit.ly/3DT47GX from
PacerMonitor.com.

                    About AAD Capital Partners

AAD Capital Partners LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.

AAD Capital Partners LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58223) on
Oct. 12, 2022.  In the petition filed by Edward Chen, as managing
member and owner, the Debtor reported assets and liabilities
between $10 million and $50 million.

Judge James R. Sacca oversees the case.

The Debtor is represented by Ashley Reynolds Ray of Scroggins &
Williamson, P.C.

Arena Limited SPV, LLC, as secured creditor is represented by Eric
W. Anderson, Esq. at Parker Hudson Rainer & Dobbs, LLP and R.
Joseph Naus, Esq. at Wiener, Weiss & Madison, a Professional
Corporation.



ACCO BRANDS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed ACCO Brands Corporation's Long-Term
Issuer Default Rating (IDR) at 'BB'. The Rating Outlook remains
Stable.

ACCO's rating and Outlook reflect the company's historically
consistent FCF and reasonable gross leverage, which trended around
3x prior to operating challenges in 2020 related to the coronavirus
pandemic. The rating and Outlook are constrained by secular
challenges in the office products industry and channel shifts
within the company's customer mix. ACCO's earnings have been
pressured by supply chain challenges, inflation and a stronger
dollar which could lift leverage into the low 4x range in 2022,
above Fitch's negative sensitivity. While Fitch expects margin
recovery combined with debt paydown to drive leverage back below 4x
in 2023, a prolonged downturn could be a rating concern.

KEY RATING DRIVERS

Pandemic and the Aftereffects: ACCO experienced a significant
decline in demand for its products during the pandemic due to
remote work and education arrangements, and the permanent adoption
of some remote work arrangements could hinder the company's ability
to recapture the lost revenue. On a comparable basis, ACCO's
revenue declined from $1.96 billion in 2019 to $1.74 billion in
2021, though including revenues from the company's acquisition of
video game periphery manufacturer PowerA, 2021 revenues were up
slightly compared to 2019. Fitch expects sales growth in ACCO's
faster growing geographies and segments to largely offset declines
in its core business segments resulting in approximately flat
organic revenue over time.

Elevated Margin Volatility: EBITDA declined from around $290
million in 2019 to around $205 million in 2020 with margins
declining around 250 bps to 12.4% on pandemic-related costs as well
as fixed cost deleveraging on the decline in revenue. While EBITDA
rebounded to $280 million in 2021, with margins returning to the
14% area on the PowerA acquisition and as pandemic-related costs
declined and sales recovered, margins remained below 2019 levels
due to commodity cost increases, strength in the U.S. dollar and
logistics challenges.

Inflation and supply chain issues have continued to impact margins
into 2022 with 1H22 EBITDA down over 8% despite revenue up nearly
4%, and customer order cancellations in North America and a
challenging macro environment in Europe are expected to continue to
pressure sales and margins in 2H22. Over time, Fitch expects EBITDA
margins to return to the 14% range with EBITDA in the mid-to-high
$200 million range as price increases catch up with cost
inflation.

Limited Organic Industry Growth: The office products industry is
experiencing a slow secular decline in mature markets due to a
shift toward digital technologies, partially offset by growth in
emerging markets. ACCO is also managing a continued shift in
channel revenue away from traditional office product superstores
such as Staples and Office Depot and traditional office supply
wholesalers towards discounters, e-commerce retailers and the
independent channel.

These customers have also increased their direct sourcing efforts
to grow private label penetration, creating more competition for
ACCO's largely branded product portfolio. While ACCO benefits from
its market-leading position, the company has been affected by
industry pressures with North American revenue (51.5% of net
revenue in 2021) down 1.5% on a four-year CAGR basis heading into
the pandemic (2015-2019).

Acquisitions Drive Growth and Diversification: Given secular
challenges in some of ACCO's primary categories and markets, the
company has acquired several businesses over the last several years
to capitalize on growth in new markets and faster-growing adjacent
categories. The acquisitions have contributed to ACCO's revenue
growth and margin expansion heading into the pandemic due to
greater scale, as well as improved geographic and customer
diversity. The purchase of PowerA in late 2020 is also an example
of ACCO adding a higher-growth category to its business portfolio,
though supply chain issues impacting the broader consumer
electronics sector have weighed on growth at the unit.

Strong Expense Controls: ACCO maintains a tight focus on its cost
structure. In the U.S., the company continues to reallocate sales
efforts to higher-margin independent retailers (who tend to sell
higher-price-point, higher-margin products but have a higher cost
to serve as well) and away from the declining, lower-margin office
superstore channel. Meanwhile, the company's selling, general &
administrative expense margin has remained relatively steady in the
low-19% range in recent years despite sluggish organic growth and
fixed cost inflation. The company's ongoing focus on cost
reductions has helped protect EBITDA in the face of its top-line
challenges.

Good Balance Sheet Management: ACCO's good balance sheet management
is a positive factor in its credit profile. While the company
occasionally makes debt-financed acquisitions to optimize its
portfolio, the company has demonstrated a willingness and ability
to manage its leverage through debt reduction following a
transaction, in line with its public commitment to maintain net
debt to EBITDA around 2.5x (similar on a gross leverage basis given
minimal cash balances).

Prior to the pandemic, leverage over the long term has ranged
between the high 2x area and high 3x area. While the currently
challenging operating environment could push leverage above 4x in
2022, margin improvement in 2023 combined with further debt
reduction could result in leverage returning below 4x in 2023,
though a more protracted or severe downturn could pressure leverage
and lead to a negative Rating action.

DERIVATION SUMMARY

ACCO is similarly rated to Central Garden and Pet Company
(BB/Stable), a notch below Tempur Sealy International, Inc.
(BB+/Stable), Newell Brands Inc. (BB+/Stable), Mattel, Inc.
(BB+/Positive).

Central Garden & Pet Company's 'BB'/Stable rating reflects the
company's diversified portfolio of products across the pet and lawn
and garden segments with market leading brands and a commitment to
maintain leverage (debt/EBITDA) between 3.0 and 3.5x offset by
limited scale with EBITDA in the $300 million range. The rating
incorporates expectations of modest organic revenue growth over the
long term supplemented by acquisitions, with EBITDA margins in the
10% range and positive FCF in the $150 million range annually.

Tempur Sealy's 'BB+'/Stable rating reflects its leading market
position as a vertically integrated global bedding company with
well-known, established brands across a wide variety of price
points anchored by the Tempur-Pedic brand that are distributed
across a number of wholesale and direct channels. The wholesale
channel, including third-party distribution, hospitality and health
care, represented 86.6% of net sales in 2020, while company-owned
stores, e-commerce and call centers represented 13.4% of net
sales.

Newell's 'BB+'/Stable ratings reflect its position as a large
diversified consumer products company. Fitch expects Newell to
sustain flat to modestly positive top line and EBITDA in the $1.3
billion to $1.4 billion range (similar to pre-pandemic levels
adjusting for divestitures) over the medium term, with gross
debt/EBITDA trending in the mid-3x.

However, top line and EBITDA are likely to be under material
pressure in the second half of 2022 and potentially the first half
of 2023, given a significant pullback in retail orders and an
overall slowdown in consumer spending, and Fitch projects gross
debt/EBITDA will increase to over 4x in 2022 before declining to
under 4x in 2023.

Mattel, Inc. 'BB+'/Positive rating reflects Mattel's meaningfully
improved credit metrics achieved through better than expected
execution on both the top and bottom line as well as discretionary
debt paydown. While Fitch expects the company to surrender some of
the revenue and margin gains achieved in 2021 as the tailwinds from
the pandemic dissipate, the Positive Outlook reflects Fitch's view
that improved competitive positioning, cost cuts and debt reduction
could result in post-pandemic credit metrics and an operational
profile supportive of an investment grade rating over time.

KEY ASSUMPTIONS

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

- Revenue in 2022 could be down around 4% yoy despite higher
volumes at retail on return-to-office as price increases are more
than offset by weak customer replenishment orders and supply chain
driven weakness in the PowerA business. Revenue in 2023 could,
again, be down slightly on economic weakness with a modest recovery
possible in 2024;

- EBITDA margins, which improved to the high 13% area in 2021 from
around to 12.5% in 2020, could drop to the 12% range in 2022 as
inflation outpaces price increases. Margins could return to the 14%
area over time;

- FCF after dividends could drop below $100 million in 2022 before
returning to the $100 million to $125 million range in 2023,
largely in line with historical levels. In the absence of
acquisitions, Fitch expects ACCO will deploy FCF towards a
combination of debt reduction and share repurchases;

- Gross debt/EBITDA, which ended 2021 at 3.6x, could reach the low
4x area in 2022 given pressure on EBITDA though could return to the
high-3x area on debt reduction and as EBITDA recovers in 2023.
Absent leveraging acquisitions, further improvement to the
mid-to-low 3x area is possible beyond 2023 on EBITDA expansion and
continued debt paydown.

RATING SENSITIVITIES

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

- An upgrade beyond 'BB' is possible if the company makes
favorable acquisitions that change its business mix toward less
cyclical or higher growth prospects while maintaining total
debt/EBITDA below 3x. However, an upgrade is not anticipated in the
near term given existing business model and industry issues.

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

- Sustained gross leverage at or above 4x, a material reduction in
FCF, and/or a large debt-financed acquisition without a concrete
plan to reduce gross leverage to 4x in a 24-month time frame could
lead to a negative rating action;

- An acceleration of revenue declines in North America leading to
long-term concerns about business model sustainability.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Liquidity is adequate and is supported by the
company's consistent FCF generation, though seasonally skewed to
the second half of the year. As of June 30, 2022, ACCO had $91.7
million of cash on hand and $348.7 million of revolver
availability, net of $11 million outstanding letters of credit and
$240.3 million of revolver borrowings.

ACCO had $1,187.4 million of debt outstanding as of June 30, 2022,
consisting primarily of a $228 million Euro senior secured term
loan A, $86.7 million outstanding on the U.S. dollar senior secured
term loan A, $36 million under the Australian dollar senior secured
term loan A and $240 million of revolver borrowings (all of which
mature in March 2026), and $575.0 million of unsecured notes due
March 2029. Annual amortization across ACCO's capital structure is
approximately $30 million through 2023. ACCO manages to 2.5x net
debt to EBITDA and has historically applied a portion of FCF toward
debt reduction, which Fitch expects will continue.

Financial covenants include maintenance of funded indebtedness (net
of cash) to EBITDA less than 4.0x (increasing to 4.5x for up to
three quarters following an acquisition) and interest coverage
(EBITDA divided by interest expense) greater than 3.0x. Fitch
expects the company to seek relief from the banks should the
company bump up against these covenants given the challenging
operating environment.

Recovery Considerations

Fitch has assigned Recovery Ratings (RRs) to the various debt
tranches in accordance with Fitch criteria, which allows for the
assignment of RRs for issuers with IDRs in the 'BB' category. Given
the distance to default, RRs in the 'BB' category are not computed
by bespoke analysis. Instead, they serve as a label to reflect an
estimate of the risk of these instruments relative to other
instruments in the entity's capital structure. Fitch rates ACCO's
first-lien secured debt two notches above the IDR, reflecting
outstanding recovery prospects (91%-100%) given default (RR1).
Unsecured debt will typically achieve average recovery, and thus
was assigned an 'RR4', or 31%-50% recovery.

ISSUER PROFILE

ACCO Brands is one of the world's largest designers, marketers and
manufacturers of branded academic, consumer and business products.
The product portfolio includes a number of well-known brands,
including Swingline, Five Star, Mead, AT-A-GLANCE, Kensington, GBC,
Tilibra, Leitz and Rapid.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
ACCO Brands
Australia Holding
Pty Limited
  
   senior secured   LT      BBB-   Affirmed    RR1     BBB-

ACCO Brands
Corporation         LT IDR  BB     Affirmed            BB

   senior
   unsecured        LT     BB   Affirmed    RR4      BB

   senior secured   LT    BBB-  Affirmed    RR1      BBB-



ADAMS 3 LLC: Washington DC Property Owner Files for Chapter 11
--------------------------------------------------------------
Adams 3 LLC filed for Chapter 11 protection in the District of
Columbia.  

The Debtor owns three contiguous parcels of real property on the
18th Street corridor of Washington, DC.  Specifically, the Debtor
owns property at (a) 2406 18th Street, NW, Washington, DC 20009;
(b) 2408 18th Street, NW, Washington, DC 20009; and (c) 2410 18th
Street, NW, Washington, DC 20009.

Dashco, Inc., the secured creditor, immediately filed a motion to
prohibit the Debtor's use of cash collateral.  As of the Petition
Date, the Debtor was justly indebted to Dashco in the sum of
$3,598,261.76 on the First Loan and, additionally, in the amount of
$690,118.29 on the Second Loan.  Dashco says that quite plainly,
(i) the Debtor is lawfully indebted to Dashco; (ii) there exists an
assignment of rents in favor of Dashco; (iii) there also exists a
blanket UCC-1 fixtures filing in favor of Dashco; and (iv) Dashco's
interests are not adequately protected by its real property liens.

According to court filings, Adams 3 LLC estimates $1 million to $10
million in debt to 1 to 49 creditors. The petition states that
funds will be available to unsecured creditors.

A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 30, 2022,  at 2:00 PM US Trustee Remote Location: Telephone #:
(877) 465-7076; Passcode: 7191296.  Proofs of claim are due by
March 10, 2023.

                         About Adams 3 LLC

Adams 3 LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.C. Case No. 22-00205) on Nov. 1, 2022.
In the petition filed by Napoleon Ibiezugbe, as officer, the Debtor
reported assets and liabilities between $1 million and $10 million.
The Debtor is represented by Frank Morris, II of Law Office of
Frank Morris, II.


ADEIA INC: S&P Affirms 'BB-' Issuer Credit Ratings, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on Adeia
Inc., previously operating under the name Xperi Holding Corp.,
which retains the existing term loan with an outstanding balance of
about $760 million.

S&P also affirmed its 'BB-' issue-level and '3' recovery ratings on
the term loan.

The stable outlook reflects S&P's expectation that despite losing
about half of its pre-spin revenue base, Adeia will maintain
leverage under 3.0x due to its substantially better EBITDA margins
and cash flow generation compared with the separated products
business.

Good revenue visibility through long-term license agreements and
strong renewal rates across its IP licensing portfolio also support
our affirmation, but S&P sees risks from unexpected litigation
expense.

S&P said, "The affirmation reflects our expectation that leverage
will remain in the 2x area as the smaller revenue base is offset by
greater profitability with S&P adjusted EBITDA margins of high-60%
area. Adeia reported revenues of $438 million in 12-months-ended
June 30, 2022, which represented about half of total revenues
generated by the combined legacy business. Prior to the separation,
S&P Global Ratings-adjusted EBITDA margins were 38% in the same
period for the combined business, and we estimate margins for
stand-alone Adeia to be high-60%, primarily due to the business
operating at nearly 100% gross margins. While we project a
mid-single-digit percent revenue year-over-year decline in 2023
primarily due to the revenue recognized upfront from the Micron
deal in the first quarter of 2022, we expect free cash flow
generation to remain strong at about $200 million. As a result, we
project adjusted leverage to be mid-2x by the end of 2023, similar
to our previous projection for the combined company. While not
incorporated in our base case, we note that the company has
publicly stated its intention to use excess cash flow toward debt
prepayment, which could result in a faster deleveraging path.

"The stable outlook reflects our expectation that Adeia will
continue to generate positive free cash flow of about $200 million
annually. We expect the company to successfully renew its IP
licensing agreements with existing customers and expand modestly
through signing new contracts by investing in its IP portfolio.

"We could lower our rating on Adeia if the company fails to
effectively continue monetizing its IP portfolio, leading to
revenue declines that reduce free cash flow to debt below 15%.
While we view cash flow generation as the more accurate indicator
of Adeia's performance due to the nature of the IP licensing
business, we could also lower our rating if S&P Global
Ratings-adjusted leverage is sustained over 3x.

"We could consider an upgrade if Adeia maintains leverage of less
than 2x and discretionary cash flow to debt of more than 15%, while
managing litigation risks and expense and minimizing the risk of
major contracts expiring over the following 12-24 months."

ESG credit indicators: E-2, S-3, G-2



AIBUY HOLDCO: Nov. 9 Deadline Set for Panel Questionnaires
----------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of AiBuy Holdco, Inc.

If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://bit.ly/3TcHuTK and return it to the Office of
the United States Trustee no later than 12:00 p.m. Central Standard
Time, on Wednesday, Nov. 9, 2022 by email to
erin.schmidt2@usdoj.gov , ATTN: Erin Marie Schmidt..

If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.

                          About Aibuy Holdco

Based in Texas, AiBUY Inc. aka Cinsay Inc. [ www.aibuy.io ] enables
a frictionless in-content shopping experience across the digital
ecosystem.  With 82 granted patents, the overlay technology powers
an end-to-end e-commerce solution.  AiBUY has integratedwith
leading e-commerce platforms such as Shopify, Salesforce, Magento
and more, to power shoppable experiences for clients across sports,
entertainment and lifestyle industries.

An involuntary Chapter 11 petition has been filed on Aibuy Holdco
Inc. / Aibuy Inc. on Sept. 23, 2022 (Bankr. N. Texas, Case No.
22-31737).  The Petitioners are Jon Gunderson, John Kutasi and
Deposit Inc.  The Petitioners assert claims against the Debtor
totalling $2.2 million.

The Petitioners' counsel is Katten Muchin Rosenman, LLP.


AIR METHODS: Moody's Lowers CFR to Caa3 to Caa2, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded Air Methods Corporation's
ratings, including the Corporate Family Rating to Caa3 from B3 and
the Probability of Default Rating to Caa3-PD from B3-PD. Moody's
also downgraded the company's first lien bank credit facility
rating to Caa2 from B2, and the senior unsecured notes rating to Ca
from Caa2. The outlook remains stable.

The ratings downgrade reflects Moody's view that the company's
capital structure will become increasingly unsustainable. Moody's
believes that Air Methods' high financial leverage along with
Moody's expectation for continued negative free cash flow, partly
due to rising interest rates, will not enable the company to
successfully refinance its debt obligations that mature in
approximately 18 months. The downgrade is also supported by weak
year-to-date operating performance driven by the impact of the No
Surprises Act on revenues, as well as persistent inflationary
pressures such as rising fuel prices and upward wage pressures due
to pilot and clinical labor shortages.

Air Methods' first significant debt maturity is in April 2024 when
the company's $1.25 billion first lien term loan becomes due.
Moody's believes that the company's weak operating performance and
difficult refinancing conditions will challenge the company's
ability to address its refinancing needs.

Social and governance risk considerations are material to the
rating action. With respect to social risks, Air Methods is
negatively impacted by both the implementation of the No Surprises
Act and persistent labor shortages. With respect to governance, Air
Methods faces operational headwinds stemming from inflationary cost
pressures, resulting in weak operating performance, high financial
leverage and the prospects of an unsustainable capital structure.

Downgrades:

Issuer: Air Methods Corporation

Corporate Family Rating, Downgraded to Caa3 from B3

Probability of Default Rating, Downgraded to Caa3-PD from B3-PD

Senior Secured Bank Credit Facilities, Downgraded to Caa2 (LGD3)
from B2 (LGD3)

Senior Unsecured Global Notes, Downgraded to Ca (LGD5) from Caa2
(LGD5)

Outlook Actions:

Issuer: Air Methods Corporation

Outlook, Remains Stable

RATINGS RATIONALE

Air Methods' Caa3 CFR reflects the company's very high financial
leverage, weak operating performance, and continued reimbursement
rates' decline and uncertainty. Air Methods' financial leverage was
approximately 9 times, as calculated by Moody's, for the last
twelve months ending June 30, 2022. Moody's expects the company
will operate with financial leverage in excess of 11 times over the
next 12 to 18 months as a result of persistent inflationary
pressures on earnings. Though liquidity has improved in the
short-term, Moody's expects Air Methods' liquidity to further
weaken and reduce interest coverage metrics over the next 12
months. As a result, Moody's views Air Methods' capital structure
as untenable with elevated refinancing risks as the company's first
lien bank credit facility approaches maturity in April 2024.  

Air Methods' rating is supported by a sizeable revenue base,
geographic diversity of operations, and the company's position as a
leading provider of community-based air ambulance services in the
United States.

Moody's expects Air Methods to maintain weak liquidity position
over the next 12 months. As of June 30, 2022, the company had
approximately $45 million of cash on hand. Moody's expects Air
Methods will generate negative free cash flow of approximately $40
million in the next 12 months, before paying $12 million of
mandatory term loan amortization. These assumptions incorporate
rising interest expense as the company does not have hedges to
protect against rising interest rates. Though the company has
improved its short-term liquidity position with a new $125 million
trade receivables facility in Q2 2022, the company has drawn $87
million on the facility and Moody's expects that the facility will
be further utilized. Air Methods has full availability under its
$125 million first lien revolving credit facility, which expires in
April 2024. The company has a springing secured leverage ratio
covenant of 7.05 times if revolver usage exceeds 30%, which Moody's
expects would have adequate headroom if it were to be tested in the
next several quarters.

Air Methods' senior secured first lien credit facility, comprised
of a $125 million revolving credit facility expiring in April 2024
and $1.25 billion term loan maturing in April 2024, are rated Caa2,
one notch above the Caa3 Corporate Family Rating. This reflects the
fact that the first lien credit facility comprises a preponderance
of debt in the capital structure with a higher expected recovery
rate in the event of a default. The $500 million senior unsecured
notes maturing in May 2025 are rated Ca, reflecting their junior
position in the capital structure and the fact that they would
absorb significant losses ahead of the senior secured bank credit
facility.

In its stable outlook, Moody's expects that the company's earnings
and margins will remain stressed and liquidity will remain weak,
increasing the risk of a default.

ESG CONSIDERATIONS

ESG considerations are material to Air Methods' ratings. Air
Methods has a very highly negative credit risk exposure to
governance risk considerations driven by aggressive financial
strategy and risk management, evident with the company's high debt
levels and financial leverage. Air Methods also has a very highly
negative exposure to social risks, most notably to its exposure to
reimbursement changes partly driven by legislative actions, as well
as persistent labor shortages.

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

The ratings could be downgraded if the company's operating
performance and/or liquidity further deteriorates. Further negative
legislative actions leading to reimbursement pressure could result
in a downgrade. Failure to refinance the capital structure could
also result in a downgrade. Adoption of aggressive financial
policies including an increased probability of a distressed
exchange transaction could also pressure the company's ratings.

Ratings could be upgraded if the company improves its earnings and
cash flow. Positive free cash flow sustained over several quarters
and significant improvement in the company's interest coverage
ratio could also support an upgrade. Additionally, ratings could be
upgraded if Moody's views Air Methods' capital structure as being
increasingly tenable.

Air Methods is one of the largest providers of air medical
emergency services in the United States. In addition to the core
air medical emergency services business, the company also provides
aerial tours in select U.S. tourist destinations. The company also
has a small presence in the design, manufacture, and installation
of medical aircraft interiors for domestic and international
customers. Net revenues are approximately $1.3 billion.

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


ANDRADE GUTIERREZ: Files for Chapter 15 in NY, Stops Trustee Suit
-----------------------------------------------------------------
Andrade Gutierrez unit, Andrade Gutierrez Engenharia SA, filed for
Chapter 15 bankruptcy in New York, a move that lets the company
protect its U.S. assets while it works out a restructuring in
Brazil.

In late September 2022, the Debtors filed the recuperaçao
extrajudicial proceeding with the Brazilian Court.  The EJ
proceeding seeks confirmation of a consensual restructuring
transaction reflected in a Brazilian restructuring plan that is
already on file with the Brazilian Court and has been signed and
supported by the holders of a majority of the Notes—the requisite
majority required under Brazilian law.

The Foreign Representative contends that the EJ Plan, and the
transactions contemplated thereby, are designed to preserve the
Debtors' going-concern value and provide the Debtors with an
additional liquidity runway.

Under Brazilian Bankruptcy Law, the filing of the Brazilian EJ
Proceeding triggered an initial automatic stay (lasting no less
than 180 days) applicable to all claims subject to the Brazilian EJ
Proceeding, including all claims for default or non-payment of the
Notes.  The Initial Court Order ratified the Brazilian EJ Stay.

There is a suit (the "Trustee Litigation") pending against the
Debtors, which was filed by UMB Bank N.A., as trustee for a portion
of the Notes subject to the Brazilian EJ Proceeding (the "2021
Trustee") in the Supreme Court of the State of New York before
Judge Andrea Masley in the Commercial Division.  The Trustee
Litigation is a debt enforcement proceeding arising because of the
nonpayment of the 2021 Notes. At times, the Trustee Litigation has
been stayed by court order pursuant to the mutual agreement of the
parties.  However, the most recent stay of such proceedings expired
on Sept. 30, 2022.  The New York Trial Court has not ordered any
further stay of proceedings, so the matter is currently unstayed.
Further, briefing on a motion for summary judgment concluded on
March 3, 2022, and it is possible that the New York Trial Court
would proceed promptly to a ruling, which might result in the
issuance of a judgment.

It is the Foreign Representative's understanding that, absent the
commencement of a case under chapter 15 of the Bankruptcy Code, the
2021 Trustee, would vigorously contest the application of the
Brazilian EJ Stay to the litigation it has commenced in the United
States, and seek reimbursement for fees it incurs in presenting
such arguments.

U.S. Bankruptcy Judge Martin Glenn on Nov. 3, 2022, entered an
order granting the Foreign Representative's motion for provisional
relief.

Judge Glenn ruled that the Foreign Representative has met its
burden for a preliminary injunction and has established (1)
irreparable harm; (2) that the balance of harms tips in favor of
the moving party; (3) a likelihood of success on the merits; and
(4) that preliminary junction is in the public interest.

The U.S. Bankruptcy Court agrees that staying the Trustee
Litigation will ensure that the Brazilian EJ Plan has the best
chance of succeeding, which aligns with Chapter 15's goal to foster
the "fair and efficient administration of cross-border insolvencies
that protects the interests of all creditors."

                     About Andrade Gutierrez

Andrade Gutierrez Engenharia S.A., and its affiliated debtors,
along with other related entities and affiliates (the "AG Group"),
are part of a larger Brazilian corporate group. The AG Group is one
of the largest engineering and heavy construction companies in
Brazil and Latin America.  As of the EJ Petition Date, as defined
below, the Debtors directly employed approximately 1,657 employees,
all of whom are based in Brazil, and the broader AG Group
(including the Debtors) directly and indirectly employed
approximately 13,200 employees worldwide, with approximately 89% of
such employees based in Brazil.  The AG Group (including the
Debtors) is overseen by corporate management in Brazil.

On Sept. 29, 2022 (the "EJ Petition Date"), Andrade Gutierrez
Engenharia S.A. ("AGE") and its affiliated debtors, AG Construçoes
e Serviços S.A. ("AGCS"), Andrade Gutierrez Investimentos em
Engenharia S.A. ("AGIE"), Andrade Gutierrez International S.A.
("AGI"), and Zagope Sgps, S.A. ("Zagope") filed recuperação
extrajudicial proceeding in Brazil (the "Brazilian EJ Proceeding").
On Oct. 5, 2022, the Brazilian Court entered an order formally
accepting the Debtors into the Brazilian EJ Proceeding

The Brazilian EJ Proceeding seeks confirmation of a consensual
restructuring transaction reflected in a Brazilian restructuring
plan (the “EJ Plan”) that is already on file with the Brazilian
Court and has been signed and supported by the holders of a
majority of the Notes -- the requisite majority required under
Brazilian law.

Andrade Gutierrez Engenharia S.A., et al., filed for Chapter 15
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 1:22-bk-11425) on Oct.
31, 2022, to seek U.S. recognition of the Brazilian EJ Proceeding.
Mercher Coutinho, the authorized foreign representative, signed the
petitions.

Counsel to the Foreign Representative:

     DAVIS POLK & WARDWELL LLP
     450 Lexington Avenue
     New York, NY 10017
     Timothy Graulich, Esq.
     James I. McClammy, Esq.
     David Schiff, Esq.
     Joshua Sturm, Esq.

Counsel to UMB Bank, N.A., as Indenture Trustee

     FAEGRE DRINKER BIDDLE & REATH LLP
     1177 Avenue of the Americas, 41st Floor
     New York, NY 10036
     James H. Millar, Esq.
     Laura E. Appleby, Esq.
     Kyle R. Kistinger, Esq.

Counsel to Ad Hoc Group of Holders of 2021 and 2024 Notes:

     CLEARY GOTTLIEB STEEN & HAMILTON LLP
     One Liberty Plaza
     New York, NY 10006
     Richard J. Cooper, Esq.
     Jane VanLare, Esq.

Counsel to U.S. Bank as Indenture Trustee:

     MASLON LLP
     3300 Wells Fargo Center, 90 South Seventh Street
     Minneapolis, MN 55402
     Clark Whitmore, Esq.


APEX SIERRA HERMOSA: 260-Unit Apartment Complex in Chapter 11
-------------------------------------------------------------
Apex Sierra Hermosa TX LP filed for chapter 11 protection in the
Northern District of Texas.

The Debtors business consists of the ownership and operation of a
260-unit
apartment complex in Fort Worth Texas.

According to court filings, Apex Sierra Hermosa estimates $1
million to $10 million in debt to 100 to 199 creditors.  The
petition states that funds will be available to unsecured
creditors.

The secured creditor is PBC Bank, which asserts a lien on the
Property and the rents generated by the Property.

                About Apex Sierra Hermosa TX

Apex Sierra Hermosa TX LP is a Single Asset Real Estate (as defined
in 11 U.S.C. § 101(51B)).

Apex Sierra Hermosa TX LP filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-42638) on
November 1, 2022. In the petition filed by Aron Puretz, as
representative of general partner, the Debtor reported assets
between $10 million and $50 million and liabilities between $1
million and $10 million.

The Debtor is represented by Eric A. Liepins of Eric A. Liepins,
P.C.


APEX SIERRA: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Apex Sierra Hermosa TX, LP to use cash
collateral on an interim basis to pay normal, necessary and
reasonable postpetition operating expenses pursuant to the budget.

As adequate protection, PBC Bank is granted replacement liens under
11 U.S.C. section 552 in any rents, accounts receivable, inventory
or other items purchased with cash collateral and in cash on hand
and in cash received by the Debtor after such use to protect
against the diminution in value of to the extent the cash
collateral of PNC is used consistent with its existing priority.

A final hearing on the matter is set for November 29, 2022 at 1:30
p.m.

A copy of the order is available at https://bit.ly/3heg5TZ from
PacerMonitor.com.

                About Apex Sierra Hermosa TX, LP

Apex Sierra Hermosa TX, LP is a Single Asset Real Estate. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 22-42638) on November 1, 2022. In
the petition filed by Aron Puretz, representative of general
partner, the Debtor disclosed up to $50 million in assets and up
to
$10 million in liabilities.

Judge Mark Mullin oversees the case.

Eric A. Liepins, Esq., is the Debtor's legal counsel.




APPVION INC: Great American's Summary Judgment Bid Granted in Part
------------------------------------------------------------------
In the case styled GREAT AMERICAN FIDELITY INSURANCE COMPANY,
Plaintiff, v. STOUT RISIUS ROSS, INC., Defendant, Case No.
19-11294, (E.D. Mich.), the District Judge Laurie J. Michelson
grants in part Great American Fidelity Insurance Company's motion
for summary judgment which raises reimbursement for defense costs
expended in the Appvion ESOP action.

Great American Fidelity Insurance Company issued an insurance
policy to Stout Risius Ross, Inc. — a financial advisory firm. In
2019, as indicated by its reservation of rights, Great American
asked the Court to declare that it had no duty to defend or
indemnify Stout in the Appvion ESOP action.

                     The Appvion ESOP Action

Stout was retained by the Trustees of the Appvion Retirement
Savings and Employee Stock Ownership Plan ("Appvion ESOP") as its
financial advisor. In that role, Stout was to provide an annual
independent valuation of the stock of Paperweight Development Corp.
(Appvion's parent company). This independent valuation was required
by the Employee Retirement Income Security Act of 1974 (ERISA).
Appvion subsequently went bankrupt and the Appvion ESOP accordingly
suffered financial losses. The Appvion ESOP believed that Stout
negligently or fraudulently appraised and overstated the value of
the ESOP's stock in Paperweight, which contributed to Appvion's
bankruptcy and the corresponding losses sustained by the ESOP and
its participating employees. So, the Appvion ESOP sued Stout and
many other entities in the District Court of Wisconsin. Stout was
also sued by co-trustees of the Appvion Liquidating Trust in a
Chapter 11 bankruptcy action in the Bankruptcy Court of Delaware.

Great American agreed to defend Stout in both actions subject to a
full reservation of rights. Great American specified in a letter to
Stout that its reservation of rights included "the right to seek
reimbursement from the Stout defendants, or any of them, if it
should be determined that Great American had no obligation to
defend them, to pay indemnity, or to defend or indemnify them
against certain claims."

            First Motion for Partial Summary Judgment

Great American moved for partial summary judgment asking the Court
to declare that it had no duty to defend or indemnify Stout in the
underlying cases. The Court found that Great American had failed to
carry its burden of showing as a matter of law that Exclusion F
applied to at least two of the underlying claims in the Appvion
ESOP action because they were state-law tort claims, and to at
least two of the underlying claims in the Appvion Trust action
because they were bankruptcy claims. The Court also found that the
indemnification issue was not ripe for adjudication, so it
dismissed without prejudice Great American's request for a
declaratory judgment stating that it had no duty to indemnify Stout
in the underlying litigation.

           The Renewed Motion for Partial Summary Judgment

After the Court denied Great American's initial motion for summary
judgment, there were a few developments in the Appvion ESOP action
— the District Court of Wisconsin dismissed the first amended
complaint, which was the complaint that the Court evaluated when it
denied summary judgment to Great American. The Appvion ESOP
plaintiffs then filed a second amended complaint on Sept. 25, 2020,
which only alleged one claim against Stout for Federal Securities
Fraud. Based on the second amended complaint, Great American
renewed its motion for partial summary judgment, asking the Court
to declare that it no longer had a duty to defend or to indemnify
Stout in the Appvion ESOP action as of the date of the second
amended complaint. The Court granted Great American's renewed
motion, reasoning that the Appvion ESOP plaintiffs only alleged a
violation of federal securities law against Stout, so "all claims
against Stout in the underlying action fall within policy Exclusion
F and thus Great American has no duty to defend or indemnify Stout
in the underlying action" as of Sept. 25, 2020.

However, that order only settled the period during which Great
American had a duty to defend or to indemnify Stout in the Appvion
ESOP action, it did not settle the issue of reimbursement. Now,
Great American asks to be reimbursed for defense costs expended
after the amended complaint was filed in the Appvion ESOP action.
Also, Great American seeks reimbursement for defense costs expended
before that amended complaint was filed.

The Court denies Great American's motion as to reimbursement for
the defense costs expended in the Appvion ESOP action before Sept.
25, 2020. Given the Court's prior ruling on Great American's duty
to defend Stout prior to Sept. 25, 2020, and that Great American
merely raises its right to reimbursement of these costs to preserve
the issue for appeal, the Court rules that Great American is not
entitled to reimbursement for the pre-September 25, 2020 amounts.

As to the reimbursement of costs after Sept. 25, 2020, Great
American believes it is entitled to reimbursement of the defense
costs it expended when it did not have a duty to defend Stout based
on a theory of implied-in-fact contract or unjust enrichment, and
Stout believes the opposite. The Court finds that Great American
explicitly reserved its right to reimbursement and notified Stout
of the "specific possibility of reimbursement" and Stout does not
argue or present evidence that it rejected or objected to the terms
of Great American's offer to tender a defense, or that it otherwise
did not accept a defense from Great American. The Court further
finds that Great American is entitled to reimbursement of the
defense costs it expended for the Appvion ESOP litigation on or
after Sept. 25, 2020 based on an implied-in-fact contract between
the parties.

A full-text copy of the Opinion and Order dated Nov. 1, 2022, is
available at https://tinyurl.com/2a2rb4xn from Leagle.com.

                         About Appvion Inc.

Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers. The Company is the largest manufacturer of direct thermal
paper in North America. Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania.  The Company employs approximately 1,400 people and
is 100% employee-owned.

Appvion, Inc., and five affiliated debtors each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are
pending before the Honorable Kevin J. Carey.

Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.

DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer. Prime Clerk LLC is the claims and noticing
agent.

On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors.  The
Committee retained Lowenstein Sandler LLP, as counsel, Klehr
Harrison Harvey Branzburg LLP, as Delaware co-counsel.

On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee
examiner.  He tapped Bayard, P.A., as legal counsel.


ARCHBISHOP OF AGANA: Court OKs Deal on Cash Collateral Access
-------------------------------------------------------------
Archbishop of Agana, a Corporation Sole, also known as the Roman
Catholic Archdiocese of Agana, and First Hawaiian Bank sought and
obtained entry of an order from the District Court of Guam,
Territory of Guam, Bankruptcy Division, authorizing the Debtor's
use of cash collateral on an interim basis in accordance with their
agreement.

The Debtor requires the use of cash collateral to fund the ongoing
operations.

The parties agree that the Debtor may use cash collateral pursuant
to the proposed budget and extend the maturity dates of two loans
to December 23, 2022.

The Secured Creditor made loans to the Debtor in the aggregate
original principal amount of $9,229,854. To evidence the FHB Loans,
the Debtor signed promissory notes dated as of May 1, 2009 and
August 23, 2010, in favor of the Secured Creditor.

To secure the FHB Loans, the Debtor signed certain Security
Agreements dated as of May 1, 2009 and August 23, 2010 granting to
the Secured Creditor a lien on the personal property assets of the
Debtor described in the FHB Security Agreements and the Debtor
signed Negative Pledge Agreements in favor of Secured Creditor, and
other documents evidencing the FHB Loans.

The amounts outstanding under the FHB Notes as of the Petition Date
were approximately $2,064,738 and $2,377,265, the monthly
pre-petition payments on the FHB Loans were $12,599 and $ 18,523,
respectively, and pre-petition, the FHB Loans were paid current.

As adequate protection, the Debtor will continue making regularly
scheduled payments to the Secured Creditor pursuant to the terms of
the FHB Notes in the amounts of $12,599 per month for Loan No.
xxx5675, and $18,523 per month for Loan No. xxx5825, which are the
same monthly amounts paid pre-petition.

The Debtor will grant to the Secured Creditor replacement liens on
and security interests in and to all assets of the Debtor of any
kind or nature, wherever located, now owned or hereafter acquired,
and the proceeds thereof that are or have been acquired, generated
or received by the Debtor subsequent to the Petition Date, and all
post-petition property to which the Secured Creditor's pre-petition
liens attached, which replacement liens and security interests will
be deemed valid, perfected, continuing, unavoidable and
enforceable, not subject to subordination, impairment or avoidance
to the same extent and with the same priority in which the Secured
Creditor's pre-petition liens.

The Debtor will grant the Secured Creditor an administrative
expense claim under sections 503(b)(1), 507(a) and 507(b) of the
Bankruptcy Code in the Debtor's case, in the priority of its liens,
in the amount by which the adequate protection afforded above
proves to be inadequate and any post-petition diminution in value
of the Collateral, capped by the amount of the Secured Creditor's
claim.

Unless extended by a writing executed by the Parties or by further
stipulation or order, the Debtor's right to use cash collateral
terminates on the earlier of (a) December 23, 2022, (b) five
business days following the Debtor's receipt from the Secured
Creditor of written notice that the Debtor is in default of the
Stipulation, which default remains uncured during such 5 business
day period and the Debtor has not raised any dispute that it is in
default, (c) upon entry of an order of the Court finding that the
Debtor is in default of the Stipulation, (d) unless filed by the
Debtor, in which case termination will occur upon the filing of the
motion, the date of entry of an order dismissing this Chapter 11
case or converting this Chapter 11 case to a Chapter 7 case, or
appointing a Chapter 11 trustee or examiner or other responsible
person in the Chapter 11 case, (e) the date of entry of an order
granting relief from the automatic stay for any purpose in respect
of any of the collateral, or (f) the entry of an order reversing,
revoking, modifying, amending, staying, rescinding or supplementing
the Stipulation. On the Termination Date, the Secured Creditor's
consent to use cash collateral will be deemed withdrawn and the
Debtor may not continue to use Cash Collateral except upon the
Secured Creditor's written consent or further order of the Court.

A copy of the stipulation and the Debtor's budget is available at
https://bit.ly/3WJaBks from PacerMonitor.com.

The Debtor projects $1,125,764 in gross revenue and $1,996,521 in
total operating expenses for the period from July 2022 to January
2023.

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

                   About Archbishop of Agana

Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/
-- is an ecclesiastical territory or diocese of the Catholic Church
in the United States. It comprises the United States dependency of
Guam. The Diocese of Agana was established on Oct. 14, 1965, as a
suffragan of the Archdiocese of San Francisco, California. It is a
tax-exempt entity (as described in 26 U.S.C. Section 501).

The Archbishop of Agana, also known as the Roman Catholic
Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case
No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude
Byrnes, S.T.D., Archbishop of Agana, signed the petition. The
Archdiocese scheduled $22,962,686 in assets and $45,662,941 in
liabilities as of the bankruptcy filing.

The Hon. Frances M. Tydingco-Gatewood is the case judge.

The archdiocese tapped Elsaesser Anderson, Chtd. as bankruptcy
counsel, Deloitte & Touche, LLP as human resource consultant, and
Pacific Human Resource Services, Inc. as accountant. Blank Rome
LLP, LegalWorks Apostolate PLLC, Davis & Davis P.C., and Camacho
Calvo Law Group serve as the archdiocese's special counsels.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 6, 2019. Stinson Leonard Street LLP,
The Law Offices of William Gavras, and Hiller Law, LLC serve as the
committee's bankruptcy counsel, local counsel, and special counsel,
respectively.



ARUBA INVESTMENTS: Moody's Rates New $125MM Term Loan Add-on 'B2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Aruba
Investments Holdings, LLC's (dba ANGUS Chemical Company or "ANGUS")
proposed $125 million non-fungible term loan add-on. The B3
Corporate Family Rating, B3-PD Probability of Default Rating and B2
rating on the existing senior secured first lien credit facilities
remains unchanged. The Caa1 rating on the second lien term loan is
also unchanged. The Caa2 rating to the $200 million senior PIK
toggle notes due 2026 issued by Kobe US Midco 2, Inc. remains the
same. The outlook is stable.

The proceeds from the proposed $125 million incremental term loan
moderately increases financial leverage, but will be used to fund a
strategic tuck-in acquisition that expands the company's growing
Life Sciences business. The target company will increase ANGUS'
exposure to the cell and gene therapy markets, which are growing at
attractive double-digit rates. The company will also repay
remaining debt on the revolving credit facility and bolster cash on
the balance sheet providing additional liquidity to meet short-term
needs.

"The incremental debt on the balance sheet only moderately
increases leverage on a pro forma basis, though is more than offset
by a strategic acquisition in an attractive industry and improved
liquidity," said Domenick R. Fumai, Vice President and lead analyst
for Aruba Investments Holdings, LLC.

The assigned ratings are subject to no material changes in the
terms and review of the final documentation.

Assignments:

Issuer: Aruba Investments Holdings, LLC

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

RATINGS RATIONALE

ANGUS' B3 rating is constrained by leverage that remains elevated
following the recapitalization and debt-financed dividends to its
sponsors in 2021. Pro forma for the acquisition in Life Sciences,
ANGUS' financial leverage is approximately 7.0x on an LTM basis as
of June 30, 2022. The amount of total debt relative to the asset
base and size of the company further tempers the rating. The lack
of scale and significant operational concentration with dependence
on two plants are additional considerations limiting the rating.
The rating also incorporates governance risks associated with
private equity ownership including an aggressive financial policy,
several debt-financed distributions to shareholders and minority
representation by independent directors.

The B3 CFR is underpinned by multiple barriers to entry including
advanced formulations and backward integration that support strong
profitability, ample free cash flow generation and attractive
EBITDA margins. ANGUS also benefits from its position as the only
manufacturer of some chemicals given its leading position in
nitroalkanes. ANGUS' business profile is further characterized as
possessing very good geographic diversity and solid market
positions serving a varied number of end markets, including several
fairly defensive end markets that exhibit higher growth potential
such as pharmaceutical, life sciences and HPC (home and personal
care) that partially mitigates exposure to its more cyclical end
markets, including metalworking fluids, agriculture and paints and
coatings.

STRUCTURAL CONSIDERATIONS

The B2 ratings assigned to the proposed term loan add-on and
existing senior secured first lien credit facilities are one notch
above the B3 CFR reflecting their seniority in the debt capital
structure. The Caa1 rating assigned to the second lien term loan,
one notch below the B3 CFR, reflects the subordination to the first
lien credit facilities, which have a claim on substantially all the
assets of the company and guarantors, and rank ahead of the second
lien term loan in terms of claims on such assets.

The Caa2 rating assigned to the $200 million senior unsecured PIK
toggle notes issued by Kobe US Midco 2, Inc., two notches below the
B3 CFR, reflects the fact that the holding company debt is
structurally and contractually subordinated to debt at Aruba
Investments Holdings, LLC. Moody's believes that Aruba Investments
Holdings, LLC is adequately ring-fenced from Kobe US Midco 2, Inc.
and that the debt at Aruba Investments Holdings, LLC is therefore
closer to the assets and cash flow. Moody's expects the PIK toggle
notes to have limited recovery prospects given the substantial
amount of debt with priority claims that rank ahead of them.
However, given that the PIK toggle notes mature prior to the
existing debt at Aruba Investments Holdings, LLC, Moody's expects
these notes will be refinanced with additional debt at Aruba rather
than be repaid at maturity.

ESG CONSIDERATIONS

Moody's also evaluates environmental, social and governance factors
in the rating consideration. Governance risks include an aggressive
financial policy, board of directors with majority representation
by members affiliated with the sponsors and reduced financial
disclosure requirements as a private company, though the company
does provide more information in its financial statements than most
companies owned by private equity sponsors. The chemical properties
of several key raw materials, including ammonia, propane and
formaldehyde, could result in future product and environmental
liability claims if improperly handled; however, ANGUS does not
currently have any substantial litigation or remediation related to
environmental issues. ANGUS has clearly stated sustainability and
environment, health and safety policies on its website. Several of
the company's products are important chemical intermediates in the
pharmaceutical and life sciences industries, which are important
social considerations.

The stable outlook reflects expectations that ANGUS' operating
performance will continue to perform well, including further
revenue and EBITDA growth and free cash flow generation to support
the additional leverage.

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

An upgrade is unlikely over the next 18 months due to the elevated
financial leverage; however, Moody's would consider an upgrade if
Debt/EBITDA is sustained below 6.5x, retained cash flow-to-debt
(RCF/Debt) is maintained above 10%, and the financial sponsors
commit to a more conservative financial policy.

Moody's would downgrade the ratings if free cash flow is negative
for a sustained period, liquidity deteriorates below $75 million,
or operating performance is significantly below expectations. In
addition, other factors such as an adverse operational event,
particularly at the company's main production facility in
Louisiana, could result in a downgrade.

The principal methodology used in this rating was Chemicals
published in June 2022.

Aruba Investments Holdings, LLC is a holding company that owns
ANGUS Chemical Company. Headquartered in Buffalo Grove, IL, ANGUS
produces performance additives for end markets including paints and
coatings, pharmaceuticals, biotech, metalworking fluids, personal
care, agriculture, and biocides. Golden Gate Capital purchased the
company from Dow Chemical in a leveraged transaction which closed
in February 2015. In November 2020, private equity firm, Ardian,
acquired a 50% ownership interest in ANGUS from Golden Gate
Capital, which retains a 50% stake, for a total enterprise value of
$2.25 billion. ANGUS generated approximately $419 million in
revenue for the twelve months ending June 30, 2022.


ATHLETICO HOLDINGS: Moody's Cuts CFR to B3 & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service downgraded Athletico Holdings, LLC.'s
ratings, including the Corporate Family Rating to B3 from B2, the
Probability of Default Rating to B3-PD from B2-PD and Senior
Secured First Lien Facilities ratings, at the subsidiary level, to
B3 from B2. The outlook was revised to negative from stable.

The ratings downgrade reflects a deterioration in operating
performance following the acquisition of Pivot Health Solutions
("Pivot") in February 2022 due to ongoing industry-wide  labor
pressure and continued debt-funded growth strategy. Following the
Pivot acquisition, financial leverage has increased by
approximately 1.5x on a Moody's adjusted basis to approximately
8.0x. Moody's anticipates leverage will remain elevated and above
6.0x over the next 12-18 months. Additionally, Athletico's
liquidity has weakened as the company drew on its revolver to fund
recent acquisitions, de novo growth, and other corporate purposes.
Moody's expects pressure on cashflows to persist with only modest
positive free cash flow in 2023.

The outlook is negative. Moody's expects the operating environment
will remain challenging due to ongoing labor pressure. Moody's
expects modest deleveraging and adequate liquidity over the next
12-18 months.

Social risk considerations are material to the rating action. Labor
pressure including the availability of physical therapists have
impacted Athletico's top-line growth and ability to meet demand.

Downgrades:

Issuer: Athletico Holdings, LLC.

Corporate Family Rating, Downgraded to B3 from B2

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

Issuer: Athletico Management, LLC (co-borrower Accelerated Health
Systems, LLC)

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

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

Outlook Actions:

Issuer: Athletico Holdings, LLC.

Outlook, Changed To Negative From Stable

Issuer: Athletico Management, LLC

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Athletico's B3 Corporate Family Rating reflects its high financial
leverage, adequate liquidity, and geographic concentration in the
mid-western region of the US. Athletico's adjusted debt/EBITDA was
approximately 8.0x for the twelve months ended June 30, 2022.
Moody's forecasts leverage will remain elevated and above 6.0x into
2023 given ongoing labor pressures which Moody's expect to continue
to negatively impact earnings and free cash flow over the near
term. The rating also reflects the relatively low barriers to entry
in the physical therapy business and the risk of market
oversaturation given the rapid expansion of Athletico and many of
its competitors. The rating also incorporates risks associated with
the company's rapid expansion strategy as it grows, both
organically and through acquisitions.

The rating is supported by Athletico's track record of growth as
well as its strong record of generating solid free cash flow prior
to the Pivot acquisition in February 2022. Additionally, Athletico
has some ability to conserve liquidity by reducing new clinic
openings, which Moody's expects over the next 12 to 18 months.
Moody's expects that demand for physical therapy will continue to
grow given its relatively low-cost and as a prevention to more
expensive treatments.

Moody's expects Athletico to have adequate liquidity. The company
had approximately $20 million in cash at September 30, 2022 after
utilizing $62 million from its $100 million revolver. Moody's
expects that free cash flow will return to modestly positive levels
in 2023. The free cash flow could be further bolstered by reduced
capital expenditures should de novo growth continue to slow.

The B3 ratings of the Senior Secured 1st Lien credit facilities
reflect the fact that the first lien credit facilities comprise a
preponderance of debt in the capital structure.

The negative outlook reflects Moody's expectation that the
operating environment will remain challenging due to ongoing labor
pressure. Moody's expect modest deleveraging and adequate liquidity
over the next 12-18 months.

ESG CONSIDERATIONS

Athletico's ESG credit impact score is highly negative (CIS-4). The
score reflects its highly negative exposure to social risks (S-4)
in providing physical therapy services amid rising concerns around
the access and affordability of healthcare services. The company is
exposed to both labor pressures and wage inflation given its large
workforce of skilled employees (physical therapists). The score
also reflects highly negative exposure to governance risk (G-4)
under private equity ownership demonstrated by the company's
aggressive growth strategy and high financial leverage.

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

Ratings could be downgraded if the company's liquidity or operating
performance weakens or if the company fails to effectively manage
its rapid growth or the company pursues more aggressive financial
policies.

Ratings could be upgraded if operating performance and liquidity
improves. Quantitatively, adjusted debt/EBITDA sustained below 6.0
times could support an upgrade. In addition, the rating could be
upgraded if Athletico demonstrates stable organic growth at the
same time it effectively executes on its expansion strategy.

Athletico Holdings, LLC., headquartered in Oak Brook, IL, is a
provider of outpatient rehabilitation services - primarily physical
therapy. Through its subsidiaries, it operates about 920 clinics in
24 states, with a strong presence in the mid-western US. Annual
revenues are more than $700 million pro forma the Pivot
acquisition. Athletico is owned by BDT Capital Partners, LLC.

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


BARNES ENTERPRISES: Lender Seeks to Prohibit Cash Collateral Use
----------------------------------------------------------------
Renasant Bank asks the U.S. Bankruptcy Court for the Middle
District of Georgia, Macon Division, to prohibit Barnes
Enterprises, LLP from using cash collateral.

Renasant asserts a $6.172 million claim, $5.370 million of which is
secured, as of the Petition Date.

The Debtor currently leases 19,124 square feet of its Office
Complex to PSM for a minimum rent of $27,443 per month. The PSM
Lease is a triple net lease.

The Debtor currently leases 10,627 square feet of the Office
Complex to Piedmont Surgery Center, LLP for a minimum rent of
$25,571.22 per month. The PSC Lease is a triple net lease.

The Debtor currently leases 9,556 square feet of the Office Complex
to The Sports Medicine and Therapy Center, Inc. for a minimum rent
of $13,713 per month (ATARI Lease). The ATARI Lease is a triple net
lease

The total minimum rents due pursuant to the three leases equal a
sum of $66,727 per month. The rents are subject to Renasant's
security interest and are Renasant's cash collateral pursuant to 11
U.S.C. section 363. Pursuant to 11 U.S.C. section 363, the Debtor
is prohibited from using cash collateral without the authority of
the Court or without the consent of Renasant.

Renasant does not consent to the Debtor's use of its cash
collateral, and the Court has not authorized the Debtor to use
Renasant's cash collateral.

The Debtor may not use Renasant's cash collateral without providing
Renasant with adequate protection of its security interest in its
cash collateral. To date, the Debtor has not provided Renasant with
adequate protection of its security interest in its cash
collateral.

A hearing on the matter is set for November 30, 2021 at 11 a.m.

A copy of the motion is available at https://bit.ly/3UoCDQ7 from
PacerMonitor.com.

                    About Barnes Enterprises

Barnes Enterprises LLP, a financial services company in Macon, Ga.,
filed a petition for relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-51155) on Oct. 3,
2022, with up to $50 million in assets and up to $10 million in
liabilities. Jenny Martin Walker has been appointed as Subchapter V
trustee.

The Debtor tapped Matthew S. Cathey, Esq., at Stone & Baxter, LLP
as legal counsel and Clayton & Company, PC as accountant.



BASIC WATER: Court OKs Final Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Basic Water Company SPE 1, LLC to use cash collateral on a final
basis in accordance with the budget, with a 15% variance.

The Debtor requires the use of cash collateral to fund the orderly
sale of SPE's assets or other court approved reorganization
transaction, pay SPE's operating expenses, and preserve the value
of SPE's estate and the Prepetition Bond Collateral.

Pursuant to the Indenture of Trust, dated as of February 23, 2017,
between SPE, as Issuer, and the Bank of Nevada, as trustee, SPE
issued its $20,500,000 City of Henderson Water Delivery Contract
Revenue Bonds, Taxable Series 2017.

Western Alliance Business Trust, an affiliate of the Indenture
Trustee, is the sole owner of the Bonds.

As of the Petition Date, pursuant to the Prepetition Bond Documents
and applicable law, the Prepetition Secured Party holds valid,
enforceable, secured, and allowable claims against SPE in an
aggregate principal amount equal to $7.457 million, plus any and
all other accrued and unpaid interest, fees, expenses,
disbursements, charges, claims, indemnities and other costs and
obligations chargeable or otherwise reimbursable under the
Prepetition Bond Documents or applicable law.

As adequate protection, the Prepetition Secured Party is granted
binding, continuing, enforceable, fully perfected, first priority
senior replacement liens on and security interests in and upon (a)
all Prepetition Bond Collateral, and (b) all assets and properties
of SPE's estate other than those assets and properties that are
subject to any other (x) valid, perfected, non-avoidable, and
enforceable liens in existence on or as of the Petition Date or (y)
valid and unavoidable liens in existence as of the Petition Date
that are perfected after the Petition Date as permitted by section
546(b) of the Bankruptcy Code.

As further adequate protection, the Prepetition Secured Party is
granted valid, binding, continuing, enforceable, fully perfected
non-voidable junior priority liens on, and junior security
interests in, all tangible and intangible assets.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3zT9ntd
from PacerMonitor.com.

The Budget provides for these total operating expenses:

     $289,494 for September 2022;
     $338,211 for October 2022;
     $322,313 for November 2022;
     $653,864 for December 2022;
     $210,372 for January 2023;
     $197,313 for February 2023;
     $255,578 for March 2023;
     $197,313 for April 2023;
     $197,313 for May 2023;
     $305,864 for June 2023;
     $197,313 for July 2023; and
     $197,313 for August 2023.

                     About Basic Water Company

Basic Water Company is a water utility company in Nevada. The
Debtor and several affiliated entities sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Lead Case
No. 22-13252) on September 10, 2022. In the petition signed by
Stephanne A. Zimmerman, president, the Debtors disclosed up to $50
million in both assets and liabilities.

Judge Mike K. Nakagawa oversees the case.

The Debtors tapped Force 10 Partners, LLC as financial advisor and
Samuel A. Schwartz, Esq. at Schwartz Law, PLLC as legal counsel.



BLUCORA INC: S&P Places 'BB-' ICR on CreditWatch Negative
---------------------------------------------------------
S&P Global Ratings placed all of its ratings on Blucora Inc.,
including its 'BB-' issuer credit rating and 'BB-' issue-level
rating on the term loan, on CreditWatch with negative
implications.

On Nov. 1, 2022, Blucora announced an agreement to sell TaxAct, its
tax software business, to an affiliate of Cinven for $720 million
in cash, subject to adjustment. The transaction is expected to
close by the end of 2022, after which the company will rebrand as
Avantax.

Upon closing of the transaction, Blucora will repay its existing
term loan of $525.4 million outstanding balance as of Sept. 30,
2022, and then enter into a new facility of approximately $320
million.

The sale of the TaxAct business removes the relatively stable
revenues provided by the segment and eliminates the diversification
component from Blucora's business model. TaxAct represented $81
million, or approximately 50%, of Blucora's RTM segment operating
income as of Sept. 30, 2022, and Avantax represented $82 million or
about 50% of the company's RTM over the same period. The remaining
Avantax business will provide brokerage and advisory services to
retail clients and manage about $73 billion in total client assets.
The lack of diversification leaves Blucora much smaller than the
largest U.S. brokerage and wealth management competitors, placing
it at a disadvantage in a highly competitive and volatile retail
wealth management market.

CreditWatch

S&P said, "We expect to resolve the CreditWatch by lowering the
ratings on Blucora by one or more notches at the close of the
transaction, which is expected by year-end 2022, subject to
regulatory approval. To resolve the CreditWatch, we will assess
Blucora's new capital structure and business position as a
relatively small monoline retail securities company."



BLUE CRATES: Doorage Bid to Lift Stay in Crum & Forster Suit Denied
-------------------------------------------------------------------
In the case styled DOORAGE, INC., Plaintiff, v. CRUM & FORSTER
SPECIALTY INSURANCE COMPANY, Defendant, Case No. 21 C 5173, (N.D.
Ill.), District Judge Virginia M. Kendall denies Doorage, Inc.'s
Motion to Lift Stay in this declaratory action against Crum &
Forster Specialty Insurance Company.

Doorage asks the Court to lift the stay and adjudicate Crum &
Foster's duty to defend and indemnify Blue Crates in the underlying
copyright-infringement suit. On Feb. 17, 2022, the Court stayed
Doorage's declaratory action against Crum & Forster pending
adjudication of Doorage's copyright-infringement action against
third-party Blue Crates LLC, which is in turn stayed pending Blue
Crates' discharge of its debts in Chapter 11 bankruptcy.

The Court previously found that staying Doorage's
declaratory-judgment action against Crum & Forster until Doorage
has proven Blue Crates knowingly infringed on Doorage's copyrights
would simplify the issues in this action and reduce the burden of
litigation on the parties and this Court. The Court found no reason
at that time to conclude a stay would unduly prejudice or
tactically disadvantage Doorage.

Now, Doorage argues circumstances have changed in a matter of
months, and it will be unduly prejudiced by having to wait another
two-and-a-half years to litigate the scope of Crum & Forster's
obligations as to Blue Crates. Doorage also argues that the Court
should adjudicate Crum & Forster's liability as an insurer for
claims that have not yet been proven against its insured —
liability which hinges on disputed factual issues in the Underlying
Action.

The Court disagrees that Doorage's claims against Crum & Forster
are ripe for adjudication. The Court points out that Illinois law
requires that Doorage must first obtain a judgment against Blue
Crates that finds (1) Blue Crates infringed upon Doorage's
copyright, and (2) Blue Crates' liability exceeds what it will pay
Doorage under its bankruptcy reorganization plan before any
insurer's duty to indemnify attaches to this liability.

The Court believes that Doorage may indeed have a strong claim on
the merits against Blue Crates, but this claim is not before this
Court. The Court notes that Doorage takes for granted that Blue
Crates is liable for copyright infringement, and that Crum &
Forster must subsequently pay its full $1 million in policy
coverage limits to indemnify Blue Crates for Doorage's own estimate
of Blue Crates's liability totaling $2,175,048.

The Court determines that Doorage must pursue its claim against
Blue Crates on the merits and obtain a judgment before this Court
can adjudicate whether Blue Crates' policies with Crum & Forster
include any coverage for this judgment. If Doorage is concerned
about the length of time to resolve the Underlying Action and any
"tactical disadvantage" of waiting another two-and-a-half years "to
call witnesses, produce testimony, and prove damages," the Court
recommends that Doorage can take steps now to resolve Blue Crates'
liability for copyright infringement and obtain a judgment.

Furthermore, the Court holds that staying the question of Crum &
Forster's duty to defend Blue Crates in the Underlying Action does
not unduly prejudice Doorage, because its interest in Crum &
Forster's duty to indemnify remains unaffected regardless.

A full-text copy of the Memorandum Opinion and Order dated Nov. 1,
2022, is available at https://tinyurl.com/3pauveva from
Leagle.com.

                      About Blue Crates LLC

Blue Crates, LLC provides warehousing and storage services. On
March 26, 2021, Blue Crates LLC sought Chapter 11 protection in
Delaware (Bankr. N.D. Ill. Case No. 21-03984). The petition was
signed by Michael Walker, authorized agent. Blue Crates disclosed
$50,000 to $100,000 in estimated assets and $1 million to $10
million estimated liabilities

Judge Carol A. Doyle oversees the cases.

John Hiltz, Esq., at Hitlz Zanzig & Heiligman LLC, serves as the
Debtor's counsel.



BRAZOS ELECTRIC: Gas Creditors Say Liquidation Analysis Skeptical
-----------------------------------------------------------------
Creditors 507 Capital LLC, 507 Summit LLC, Cetus Capital VI, L.P.,
CrossingBridge Low Duration High Yield Fund, Destinations Global
Fixed Income Opportunities Fund, Destinations Low Duration Fixed
Income Fund, Leaffilter North Holdings, Inc., OFM II, LP, OU 2 LLC,
RiverPark Short Term High Yield Fund, RiverPark Strategic Income
Fund and Two Seas Global (Master) Fund LP ("Consolidated Gas
Creditors"), each a transferee of the claims of Concord Energy LLC
and/or Mercuria Energy America, Inc. on account of natural gas
sales to the Debtor before and during Winter Storm Uri, interpose
this objection to confirmation of the Brazos Electric Power
Cooperative, Inc.'s Amended Plan relating to the best interests
test under 11 U.S.C. Sec. 1129(a)(7).

Consolidated Gas Creditors point out that the assumption on which
the Liquidation Analysis is premised must be viewed skeptically,
for two reasons. First, it is self-serving, in that the Debtor
needs to make it to propose a plan that does not pay unsecured
creditors in full. Absent "the liquidation of each Member with an
unpaid TAA Balance" i.e. all members except South Plains Electric
Cooperative, which holds just 3.4% of total member patronage
allocations, it is fair to assume that the best interests test
would preclude an 89.5% recovery for unsecured creditors, given the
recoveries projected in the Liquidation Analysis even if fifteen of
the Debtor's sixteen members default on their TAA Balances and
instead commence liquidation proceedings.  Second, the Committee
has stated that it "does not agree with certain elements of the
Debtor's liquidation analysis."

Consolidated Gas Creditors assert that the assumption is
insufficient to carry the Debtor's burden on the best interests
test because it is not based on record evidence.

Consolidated Gas Creditors complain that to carry its burden under
Section 1129(a)(7), the Debtor must come forward with evidence
articulating the specific basis for this assumption, namely:
written communications reflecting, or non-hearsay testimony, that
specific members told the Debtor, before the disclosure statement
was filed, that they would not pay or securitize the TAA Balance if
the Debtor's case converted to one under chapter 7 but would
instead commence a liquidation proceeding. The mere assumption of
the Debtor's financial advisor as to this should not be treated as
sufficient.  And if any such member is paying its TAA Balance under
the Plan, it should be expected to explain how it values its pro
rata share of "the other reductions and settlements embodied in the
Plan", and retention of the Brazos cooperative structure even
though the Debtor is selling its generation assets and converting
to a transmission and distribution co-op, and why that moved the
needle.

According to Consolidated Gas Creditors, if the Debtor cannot
propound such evidence, the assumption in the Liquidation Analysis
should be treated as a self-serving effort to extract value from
unsecured creditors for the benefit of insider-members, and
confirmation should be denied.

Attorneys for Defendants 507 Capital LLC, 507 Summit LLC, Cetus
Capital VI, L.P., CrossingBridge Low Duration High Yield Fund,
Destinations Global Fixed Income Opportunities Fund, Destinations
Low Duration Fixed Income Fund, Leaffilter North Holdings, Inc.,
OFM II, LP, OU 2 LLC, RiverPark Short Term High Yield Fund,
RiverPark Strategic Income Fund and Two Seas Global (Master) Fund
LP:

    Jeffrey Chubak, Esq.
    AMINI LLC
    131 West 35th Street, 12th Floor
    New York, NY 10001
    Tel: (212) 490-4700
    Fax: (212) 497-8222
    E-mail: jchubak@aminillc.com

              About Brazos Electric Power Cooperative

Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power.  At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.

Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725)
on March 1, 2021. At the time of the filing, the Debtor disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.

Judge David R. Jones oversees the case.

The Debtor tapped Norton Rose Fulbright US, LLP as bankruptcy
counsel, Foley & Lardner LLP and Eversheds Sutherland US LLP as
special counsel, Collet & Associates LLC as investment banker, and
Berkeley Research Group, LLC, as financial advisor. Ted B. Lyon &
Associates, The Gallagher Law Firm, West & Associates LLP, Butch
Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special
litigation counsel.  Stretto is the claims and noticing agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's case on March 15, 2021.  The
committee is represented by the law firms of Porter Hedges, LLP and
Kramer, Levin, Naftalis & Frankel, LLP.  FTI Consulting, Inc. and
Lazard Freres & Co. LLC serve as the committee's financial advisor
and investment banker, respectively.


BREWSTER PLACE: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' Issuer Default Rating to
Brewster Place and also assigned a 'BB+' rating to the following
revenue bonds expected to be issued by the city of Topeka, KS on
behalf of Brewster Place:

- $46.3 million revenue refunding bonds, series 2022A;

- $3.25 million revenue bonds, series 2022B.

The Rating Outlook is Stable.

The 2022 bond proceeds will be used to refund Brewster Place's
series 2015 and 2017 bonds, fund the Redwood project and pay
certain costs of issuance. The bonds are expected to price the week
of Nov. 16 via negotiation. It is expected that there will be debt
service reserve funds associated with the Series 2022A and B
bonds.

SECURITY

Debt payments are secured by a pledge of the gross revenues and a
first mortgage lien on all property excluding the clinic and rental
properties adjacent to the community.

ANALYTICAL CONCLUSION

The 'BB+' rating reflects Brewster Place's somewhat soft
independent living unit (ILU) occupancy (in the mid-80% range) as
it moves forward on the Redwood project, a $16 million project that
will convert smaller studio and one-bedroom ILUs into larger units.
This is balanced against Brewster's history of operating ratios
consistent with Fitch's midrange operating risk assessment, and a
moderate debt burden for the rating level, inclusive of the new
debt.

The Redwoods project will be funded by approximately $15 million in
permanent debt and $3.25 million in short-term debt. The short-term
debt will be paid down by the pool of new ILU entrance fees. only
60% of the new units need to sell to fully repay the short-term
debt, which mitigates the fill up risk of the project. The Redwoods
project which will be located in Brewster's five-story main
building, will include the addition of penthouse floor on top of
the existing structure with six new spacious ILUs, renovations to
existing ILUs on the fifth floor including reducing the number of
units to 13 from 19, and renovations to the first floor including
dining, game area, art studio and four ILUs.

Fitch's forward look shows Brewster's financial profile remaining
consistent with a below-investment grade credit rating as the
Redwood project is built and filled. The units are expected to be
ready for occupancy by January 2024, with stabilized occupancy of
95% reached in June 2025. Brewster Place covered pro forma maximum
annual debt service (MADS) at 1.6x in 2021, although testing for
MADS won't occur until 2026, the first full year of project
stabilization.

KEY RATING DRIVERS

Revenue Defensibility: 'bbb'

Adequate Demand; Competitive ILU Pricing

Fitch's 'bbb' revenue defensibility assessment reflects Brewster
Places' market position as a single-site life plan community (LPC)
in a relatively competitive market. Many providers offer senior
care and five communities directly compete with Brewster Place.
Consistently adequate demand in the community is supported by high
skilled nursing facility (SNF) quality ratings and a broad spectrum
of price points.

While only two of the 23 Redwood project ILUs are presold,
marketing has not begun in earnest and Fitch expects sales to
increase before the units open in early 2024, based on currently
available marketing data. Brewster Place only needs to fill 60% of
the Redwood ILUs to generate sufficient entrance fees to repay the
temporary debt, mitigating the fill up risk of the project.

Operating Risk: 'bbb'

Midrange Operating Metrics; Manageable Debt Burden

As a predominantly Type B contract provider, Brewster maintains
solid core operations, with five-year average operating ratio of
approximately 95%, and net operating margin (NOM) of 7% and
NOM-adjusted (NOM-A) of 16.4%. Given the higher entrance fees
associated with the 23 Redwood project ILUs, Fitch expects turnover
entrance fee revenue to modestly improve after the project
stabilizes.

Brewster's performance was supported by approximately $1.2 million
in Provider Relief CARES Act funds and approximately $2.2 million
in forgiven PPP loans in 2021. MADS as a percentage was a
manageable 14.8% at year-end 2021, without the benefit of the new,
larger units.

Financial Profile: 'bb'

Financial Profile Remains Steady Through a Moderate Stress

Given Brewster Place's midrange revenue defensibility assessment
and midrange operating risk assessment and Fitch's forward-looking
scenario analysis, Fitch expects key leverage metrics to remain
consistent with the 'BB' financial profile, throughout the current
economic and business cycle. A pro forma analysis of the 2022 debt
shows Brewster Place having approximately $50 million of debt
outstanding (inclusive of the $3 million in short-term debt). At YE
fiscal 2021, Brewster had approximately $15.2 million of
unrestricted cash and investments and days cash on hand (DCOH) was
269 days (as calculated by Fitch).

Asymmetric Additional Risk Considerations

No asymmetric risk considerations were relevant to the rating.

RATING SENSITIVITIES

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

- Inability to presell at least 60% (14/23) of the new ILUs before
October 2023;

- Decrease in unrestricted liquidity such that cash-to-adjusted
debt is sustained at or below 30%;

- Softening in cash flow such that MADS coverage is sustained
below 1.3x;

- Decrease in occupancy such that ILU occupancy is sustained below
85% and occupancy in the other areas of care decrease with
expectations to remain below 80%.

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

- Increase in liquidity such that cash-to-adjusted debt is
sustained at or above 70% and MADS coverage consistently above 2x.

CREDIT PROFILE

Brewster Place is a Type-B LPC located in Topeka, KS. The
organization operates 230 ILU apartments (including the 23
temporarily taken out of service as part of the Redwood project),
16 assisted living units, 12 memory support units, and 79 SNF units
and an additional 18 short term rehab beds. Brewster Place was
incorporated in 1958 as The Congregational Home (d/b/a Brewster
Place) and opened in 1964.

The Obligated Group includes Brewster Place and the Foundation. The
Foundation provides fundraising and charitable support for Brewster
Place. As of Sept. 30, 2022, the Foundation had cash and
investments of $2.6 million. Fitch's assessment is based only on
the financial results for those two entities and excludes Brewster
at Home, a Home Health organization with Brewster Place as the sole
member. Total audited operating revenue for the obligated group was
approximately $24 million in fiscal 2021 (YE Dec. 31).

Revenue Defensibility

Brewster Place is a single site LPC with a track record of ILU
demand in the mid 80% range in a moderately competitive market. ILU
occupancy fluctuated between 80% and 86% between 2018 and the end
of September, 2022. In June of 2022, 23 ILUs were removed from
inventory in anticipation of the Redwood project. Excluding these
units, ILU occupancy improves to 94% at the end of September.

Occupancy in the higher levels of care: assisted living, memory
care and skilled nursing has generally been higher than independent
living: ranging from 82% to 93% over the past three years. This
excludes the 18 short-term rehab beds which were taken offline in
March 2020 for use as COVID-19 isolation rooms. Management expects
to reopen these units in early November.

Brewster Place's primary market area is a 15-mile radius
surrounding the community includes a variety of other senior living
service providers. Five communities in the area compete directly
with Brewster Place, offering a full scope of services. Population
growth in Topeka has been stagnant to declining for the past
several years. Fitch notes as a positive Brewster's long-term
presence in the market and its reputation including a CMS five-star
rating.

Modest entrance fee and rental options increase Brewster's appeal
to a broad base of prospective residents and support a modest
degree of pricing flexibility. Entrance fees range from $34,000 to
$490,000. This compares favorably to average local home values of
$163,000 per Zillow. Modest rate increases have occurred regularly,
further supporting the midrange pricing flexibility assessment.

Currently, only two of the 23 Redwood ILUs have been sold.
Generally, a preconstruction presale target of 70% (with minimum
10% deposits) indicates sufficient demand to fill a project.
However, mitigating Fitch's concern is that the project will not be
adding additional units, the pricing for the larger replacement
ILUs is consistent with other larger, in demand, units at Brewster
Place, the modest amount of short-term debt, and the January 2024
opening of the project, which gives Brewster a full year to market
the 23 ILUs. Fitch does not consider the low presale level to be
additive to Brewster Place's credit risk.

Operating Risk

Most residents at Brewster Place have a Type-B contract, which
requires an upfront entrance fee and ongoing monthly fees. Under
the modified lifecare contract, residents receive a daily discount
when they transfer to the Brewster Health Center. Fitch views the
operating flexibility of a Type-B facility as somewhat limited due
to this moderate healthcare liability risk.

Brewster Place's operating profile is assessed as midrange when
considering its Type-B contract and historical operating metrics.
The operating ratio averaged about 95% over the last five audited
years. This is consistent with the average NOM of 7% and NOM-A of
16.4%. Brewster Place reports managing through the staffing
shortages, especially for clinical staff, that is affecting most of
the sector, as it has maintained good relationships with existing
staff and adjusted wages to remain competitive.

Though the project will increase the entrance fee and monthly fees
on the 23 new ILUs, the project overall is not expected to
significantly increase revenue generation as it will not add any
additional units to inventory. Furthermore, less than 30% of
Brewster Place's total revenues come from ILUs. Most of Brewster
Place's revenues are generated in SNF.

Capex has been good at Brewster Place, averaging over 200% of
depreciation over the last five fiscal years with an average age of
plant of 13.1 years at FYE 2021. Capex will stay elevated through
early 2024 as the Redwoods is built. However, Fitch expects capex
to moderate to below depreciation after that, unless Brewster Place
chooses to incrementally add ILU villas and hybrid homes to its
campus.

The debt associated with campus repositioning project will not
stress Brewster Place's capital related metrics beyond acceptable
thresholds for the midrange assessment. Pro forma MADS is about
$3.7 million, equating to about 15% of 2021 revenues. Debt to net
available is expected to stabilize between 5x and 8x after the
short-term debt is repaid with initial entrance fees. Historically,
revenue only proforma MADS coverage has been about 0.6x. This is
not expected to materially change over the next few years.

Financial Profile

Fitch's base case scenario, which is a reasonable forward look of
financial performance over the next five years given current
economic expectations, shows Brewster Place maintaining operating
and financial metrics that are largely consistent with historical
levels of performance as the Redwood project is built and filled.

Capital spending is expected to be above depreciation through
fiscal 2023, and fall below depreciation after that. As part of the
forward look, Fitch assumes an economic stress (to reflect
financial market volatility), which is specific to Brewster Place's
asset allocation. Overall, Brewster's cash-to-adjusted debt levels
remain consistent with a 'BB' category credit. Debt service
coverage remains good for the rating level, and DCOH remains above
200 days throughout the base case.

Asymmetric Additional Risk Considerations

No asymmetric risks are relevant to the rating.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating        
   -----------               ------        
Brewster Place
(KS) [bond]         LT IDR   BB+   New Rating

   Brewster Place
   (KS) /General
   Revenues/1 LT    LT       BB+   New Rating


CDS US INTERMEDIATE: $799M Bank Debt Trades at 48% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which CDS US Intermediate
Holdings Inc is a borrower were trading in the secondary market
around 52 cents-on-the-dollar during the week ended Fri., November
4, 2022, according to Bloomberg's Evaluated Pricing service data.

The US$799 million facility is a term loan that was scheduled to
mature in July 2022.  The amount was fully drawn and outstanding

CDS U.S. Intermediate Holdings, Inc. operates as a holding company.
The Company, through its subsidiaries, provides entertainment
facilities.

CDS U.S. Intermediate Holdings and several affiliates, including
Cirque du Soleil, Inc., filed for bankruptcy protection in 2020.
Specifically, on June 29, 2020, Cirque du Soleil Canada Inc. and 42
of its affiliates commenced a proceeding in the Superior Court of
Quebec (Commercial Division) under the Companies' Creditors
Arrangement Act to restructure the Debtors' finances while
continuing normal operations under the protections offered by the
CCAA. The Canadian Court appointed Ernst & Young Inc. to serve as
the Monitor in the Canadian Proceeding and authorized Cirque du
Soleil Canada Inc. to commence chapter 15 proceedings in the United
States.

On July 1, 2020, Cirque du Soleil Canada Inc., as authorized
foreign representative, filed a voluntary petition for each of the
Debtors under chapter 15 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
The chapter 15 cases are ancillary proceedings to the Canadian
Proceeding, through which the Debtors have asked the Bankruptcy
Court to recognize the Canadian Proceeding as the Debtors' foreign
main proceedings and enforce in the United States the relief
granted by the Canadian Court in the Canadian Proceeding.

The U.S. cases are pending before the Honorable J. Kate Stickles
and are being jointly administered for procedural purposes under
case number 20-11719.


CELSIUS NETWORK: Bid to Compel Insider Clawback Actions Denied
--------------------------------------------------------------
Chief Bankruptcy Judge Martin Glenn, in a memorandum opinion and
order dated Nov. 2, 2022, denies pro se creditor Daniel A.
Frishberg's motion to compel Celsius Network LLC and the
debtors-in-possession to "clawback" assets withdrawn by the
Debtors' insiders, such as former CEO Alexander Mashinsky, Mr.
Mashinsky's family, or others with non-public Celsius information.

Mr. Frishberg seeks entry of an order requiring, inter alia, the
Debtors or the Committee to "claw back" any assets withdrawn in the
past year by Insiders. He further requests that the Insiders
reimburse the estate for costs associated with the clawbacks. He
contends that the preferential payments made in the past year, at a
time when Celsius was "very likely already insolvent," likely
constitutes property of the estate.

Additionally, Mr. Frishberg represents that Celsius purchased
millions of dollars' worth of "CEL," Celsius' native cryptocurrency
utility token, before and after the Debtors froze withdrawals,
transfers, and activity on their platform on June 12, 2022. He
argues that these purchases and withdrawals by Insiders constitute
embezzlement against the estate), thus justifying the clawbacks.
Finally, he says that the clawbacks are necessary and urgent
because of the risk that the assets will leave the United States'
jurisdiction, making future clawbacks more difficult or impossible.


The Debtors object to Mr. Frishberg's motion, arguing that the
debtor-in-possession has substantial discretion in choosing if, and
when, to institute an estate cause of action. The Debtors assert
that only when the debtor-in-possession abuses such discretion can
creditors request the right to intervene on behalf of the estate.

The Debtors maintain that Mr. Frishberg cannot establish that the
Debtors have unjustifiably refused to bring avoidance and recovery
claims at this time. The Debtors submit that both the special
committee of the board of Debtor Celsius Network Limited and the
Committee are currently investigating whether, and to what extent,
avoidance actions exist. "This subject is also an appropriate
subject for investigation by the Examiner that has been appointed
in these cases," the Debtors add.

Meanwhile, the Committee agrees that viable causes of action
against insiders (and others) should be investigated, but the
Committee does not believe that the piecemeal litigation sought by
Mr. Frishberg's Amended Motion is in the current best interests of
account holders and unsecured creditors. The Committee believes
that claims should not be brought until its investigation, and the
relevant facts and information, are more fully developed. Moreover,
the Committee asserts that any attempt by the Committee or any
other party to bring incomplete or insufficiently supported claims
would be premature, potentially undermine future claims and causes
of action, and risk prejudicing account holders' ultimate
recoveries.

The Court observes that Mr. Frishberg's concerns have considerable
merit, but his Amended Motion lacks a proper legal basis. First,
Mr. Frishberg fails to demonstrate that he has standing to compel
the Debtors or the Committee to initiate clawbacks of funds
withdrawn by Insiders. The Court notes that the Committee also
recognizes that it would not have standing to bring such a claim at
this juncture. Accordingly, the Court cannot grant Mr. Frishberg's
Amended Motion where he lacks the standing to compel the actions he
seeks.

The Court finds that even if Mr. Frishberg had standing, his
Amended Motion fails to state facts to support his argument that
Insiders embezzled property of the estate — it does not assert
that the Insiders qualify as persons to whom section 153 applies,
i.e., a person who engages in the administration of the estate "as
a trustee, custodian, marshal, attorney, or other officer of the
court or as an agent, employee, or other person engaged by such an
officer to perform a service with respect to the estate."
Furthermore, even if Mashinsky or other Insiders qualified as a
person under section 153(b), the Court has yet to determine which
assets are and are not property of the estate.

The Court explains that "now is not the time to launch litigation
before potential claims have been fully investigated by the
Committee or Examiner, or by the numerous state or federal
regulatory agencies or prosecutors that are now or may in the
future conduct investigations and evaluate claims. The lack of
cryptocurrency regulation and the ease with which cryptocurrency
can be moved and owned anonymously—both hallmarks which have been
celebrated by cryptocurrency advocates—complicate the traditional
processes of Chapter 11 bankruptcy. The risk that cryptocurrency
belonging to the estate will end up beyond the Debtor's reach and
the jurisdiction of this Court is serious. It is important that
assets properly belonging to the estate do not leave the estate,
and that any assets that have wrongfully been withdrawn from the
estate are returned efficiently." Notwithstanding the seriousness
of this issue, the Court sustains the objections of the Debtors and
Committee and denies Mr. Frishberg's Motion.

A full-text copy of the Memorandum Opinion and Order dated Nov. 2,
2022, is available at https://tinyurl.com/yhb5yyks from
Leagle.com.

                      About Celsius Network

Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.

Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.

The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).

Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks.  But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.

New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.

The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.

Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtor estimated assets and liabilities between $1
billion and $10 billion.

Kirkland & Ellis LLP is serving as legal counsel, Centerview
Partners is serving as financial advisor, and Alvarez & Marsal is
serving as restructuring advisor to Celsius.  Stretto, the claims
agent, maintains the page https://cases.stretto.com/celsius

On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.

Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases.  Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.



CELSIUS NETWORK: Court Rejects Bonuses for Lack of Disclosure
-------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that U.S. Bankruptcy Judge
Martin Glenn on Tuesday, November 1, 2022, rejected a slate of
bonuses intended to keep key employees of Celsius Network LLC from
quitting their jobs at the insolvent crypto lender.

Celsius lawyers attempted to redact far too much information about
the bonuses, which would total nearly $3 million at most, from
court filings about the plan, Judge Glenn said in a hearing
Tuesday, November 1, 2022. He'll allow Celsius to seek approval of
the bonus plan at a later date following greater disclosure.

"I was shocked when I saw the redactions -- I've never seen anyone
attempt to redact everything," Judge Glenn said.

                   About Celsius Network

Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.

Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.

The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).

Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.

New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.

The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.

Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.

The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto, the claims agent and administrative
advisor, maintains the page https://cases.stretto.com/celsius

On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.

Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.


CELSIUS NETWORK: Heras' Move for Rule 2004 Discovery Denied
-----------------------------------------------------------
Chief Bankruptcy Judge Martin Glenn, in a memorandum opinion and
order dated Nov. 2, 2022, denies pro se creditor Victor Ubierna de
las Heras' motion for entry of an order pursuant to Fed. R. Bankr.
P. 2004 for the production of documents.

Specifically, Heras asks the Court for an order compelling the
Debtors Celsius Network LLC and its affiliates to produce certain
documents related to these issues: (1) whether Celsius was
insolvent in 2019; (2) whether yields to existing customers were
being paid with the assets of new investors; (3) whether an insider
took a loan in the period just before the petition date; (4)
whether account funds were comingled; (5) whether the wife of
former Chief Executive Officer Alex Mashinsky was selling t-shirts
at the 341 meeting of creditors; and (6) whether insider transfers
were locked following the Celsius "pause."

The Debtors object to Heras' motion, arguing that Heras' interests
are well represented because the issues he raises are being
thoroughly investigated and if the Court will grant this Motion it
would risk duplication of efforts. The Debtors also argue that, if
the Court grants the Motion, the Debtors would be flooded with
similar motions from creditors, which would take away from the
Debtors' efforts to comply with ongoing investigations and complete
their marketing process.

The Court determines that Heras has shown not shown good cause for
him to conduct a Rule 2004 examination. On Sept. 14, 2022, the
Court issued an Order Directing the Appointment of an Examiner
under section 1104(c) to investigate, among other things: (1) the
Debtors' cryptocurrency holdings, including a determination as to
where the Debtors' cryptocurrency holdings were stored prepetition
and are stored postpetition and whether different types of accounts
are commingled; (2) why there was a change in account offerings
beginning in April 2022 from the Earn Program to the Custody
Service for some customers while others were placed in a Withhold
Account; (3) the Debtors' procedures for paying sales taxes, use
taxes, and value added taxes and the extent of the Debtors'
compliance with any non-bankruptcy laws with respect thereto; and
(4) the current status of the utility obligations of the Debtors'
mining business.

In addition, the Court points out that the Committee is authorized
under 11 U.S.C. Section 1103(c)(2) to "investigate the acts,
conduct, assets, liabilities, and financial condition of the
debtor, the operation of the debtor's business and the desirability
of the continuance of such business, and any other matter relevant
to the case or to the formulation of a plan." Indeed, the
Committee's counsel is investigating certain of the Debtors'
pre-petition practices, as is the special committee of the board of
Debtor Celsius Network Limited.

Considering these ongoing investigations, the Court concludes that
permitting private-party discovery at this time under Rule 2004
would duplicate efforts, wasting estate resources. The Court finds
that good cause is lacking to permit unsecured creditors to launch
their own discovery, given the burden and expense that will
necessarily arise from such investigations, further jeopardizing
the recoveries for all creditors.

A full-text copy of the Memorandum Opinion and Order dated Nov. 2,
2022, is available at https://tinyurl.com/mrywr84s from
Leagle.com.

                     About Celsius Network

Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.

Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.

The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).

Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks.  But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.

New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.

The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.

Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtor estimated assets and liabilities between $1
billion and $10 billion.

Kirkland & Ellis LLP is serving as legal counsel, Centerview
Partners is serving as financial advisor, and Alvarez & Marsal is
serving as restructuring advisor to Celsius.  Stretto, the claims
agent, maintains the page https://cases.stretto.com/celsius

On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.

Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases.  Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.


CENTRAL GARDEN: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Central Garden & Pet Company's ratings
including the Long-Term Issuer Default Rating (IDR) at 'BB' as well
as the instrument ratings of 'BBB-'/'RR1' for the ABL and
'BB'/'RR4' for the unsecured bonds. The Rating Outlook remains
Stable.

Central's 'BB' rating reflects the company's strong market
positions within the pet and lawn & garden segments, ample
liquidity including robust FCF and moderate leverage, offset by
limited scale with EBITDA in the low-to-mid $300 million range.
Over time, Fitch expects the company to manage gross debt/EBITDA
within its targeted range of 3.0x to 3.5x, though leverage could
reach the high-3x area in fiscal 2023 (ended September 2023) given
the challenging operating environment. A longer and/or deeper
economic slowdown that resulted in leverage exceeding 4x for an
extended period would be a rating concern.

KEY RATING DRIVERS

Adequate Diversification Within Narrow Set of Verticals: While
Central competes in fewer verticals than peers like Newell Brands
(BB+/Stable) and Spectrum Brands (BB/Stable), the company's product
portfolios within its verticals are broad. Within the pet segment
(57% of fiscal 2021 revenue, 60% of operating income before
corporate expenses), the company produces supplies for a variety of
animals across an array of products including food, treats, toys,
habitats, medical products and grooming supplies. Within the garden
segment (43% of revenue, 40% of operating income), the company's
portfolio is diversified across seeds, fertilizer, pest control,
live plants, wild bird supplies and decor.

Favorable Backdrop Unwinding: Revenue increased from $2.4 billion
in fiscal 2019 to $3.3 billion in fiscal 2021 (ended September
2021) on several factors including acquisitions, strong demand in
the pet segment driven by an increase in pet adoptions, and strong
demand in the garden segment driven by favorable weather and more
time spent at home due to the pandemic. Fitch expects fiscal 2022
revenue to be largely flat yoy despite some benefit from
acquisitions as unfavorable weather conditions and a redirection of
spending to experiences from spending on home weighs on the garden
segment, and a slowdown on durable goods spending weighs on the pet
segment. Assuming consistent weather conditions yoy, revenues in
fiscal 2023 could be down mid-single digits despite expected price
increases given the continuing unwind of favorable pandemic
behaviors and the slowing economy. Fitch notes that the business
model is meaningfully recession-resistant given the consumable
nature of much of the portfolio.

The strong volumes achieved during the pandemic combined with
margin accretive acquisitions helped drive EBITDA margins to the
high-10% area in fiscal 2021, from the low 9% area in fiscal 2019.
Fitch expects margins to drop to the low 10% area in fiscal 2022
given unfavorable mix and cost inflation, with continued pressure
toward the 10% area in fiscal 2023 due to continued inflationary
pressures and fixed cost deleverage on the expected decline in
revenues. EBITDA margins could return to the low-10% range in
fiscal 2024 as volumes and inflation stabilize.

Strong Positioning Mitigates High Customer Concentration: With
around 50% of revenues derived from the company's top five
customers, customer concentration is high, particularly within the
garden segment where 77% of revenue is derived from Walmart
(AA/Stable), The Home Depot (A/Stable) and Lowe's. The high
customer concentration is mitigated by high supplier concentration
in the industry as Central along with peers Scotts Miracle-Gro and
Spectrum Brands dominate the space. This dynamic has resulted in
stable share with these customers over time.

Central's willingness and ability to produce private label products
for its customers have enabled it to strengthen these relationships
and protect share. The customer base within the pet business is
more diverse with Central's sales more evenly spread across
national pet chains, independent pet retailers, grocery stores,
warehouse clubs, mass retailers and internet retailers. The
company's track record of innovation and, in some cases,
proprietary formula ownership, has helped cement leading positions
in many of the categories in which it competes.

Acquisitive Strategy, Well Executed: Central seeks to broaden its
portfolio and fortify its competitive positioning through strategic
acquisitions and has historically been a very active acquiror,
having completed over 50 acquisitions in the past 26 years. Central
closed on four acquisitions over the past two years for a total of
around $800 million in cash including DoMyOwn, an online retailer
of professional-grade control products; Hopewell Nursery, a
supplier of live plants; Green Garden Products, a leading provider
of vegetable, herb and flower seed packets; and D&D Commodities, a
provider of wild bird feed. Fitch believes these acquisitions add
both scale and diversification to the company's portfolio while
also providing added expertise in the various segments.

Moderate Leverage, Disciplined Financial Policy: Central targets
3.0x-3.5x leverage and Fitch expects the company to manage leverage
in this range over time. Fitch forecasts leverage reaching the
high-3x area in fiscal 2023 before returning to the mid-3x area the
following year, though a longer and/or deeper economic slowdown
that pushes leverage above 4.0x for an extended period of time
would be a rating concern.

Central does not pay a dividend and has no plans to institute one
for the foreseeable future given robust growth opportunities within
its segments. FCF has been consistently positive over the past
several years and Fitch expects FCF in the $150 million area going
forward to be deployed toward share buybacks and acquisitions.

DERIVATION SUMMARY

Similarly rated credits in Fitch's consumer portfolio include ACCO
Brands Corporation (BB/Stable), Tempur Sealy International, Inc.
(BB+/Stable), Newell Brands Inc. (BB+/Stable) and Mattel, Inc.
(BB+/Positive).

ACCO's 'BB'/Stable rating reflects the company's historically
consistent FCF and reasonable gross leverage, which trended around
3x prior to operating challenges in 2020 related to the coronavirus
pandemic. The ratings are constrained by secular challenges in the
office products industry and channel shifts within the company's
customer mix. ACCO's earnings have been pressured by supply chain
challenges, inflation and a stronger dollar, which could lift
leverage into the low 4x range in 2022, above Fitch's negative
sensitivity. While Fitch expects margin recovery combined with debt
paydown to drive leverage back below 4x in 2023, a prolonged
downturn could be a rating concern.

Tempur Sealy's 'BB+'/Stable rating reflects its leading market
position as a vertically integrated global bedding company with
well-known, established brands across a wide variety of price
points anchored by the Tempur-Pedic brand that are distributed
across a number of wholesale and direct channels. The wholesale
channel, including third-party distribution, hospitality and
healthcare, represented 86.6% of net sales in 2020, while
company-owned stores, e-commerce and call centers represented 13.4%
of net sales.

Newell's BB+/Stable ratings reflect its position as a large
diversified consumer products company. Fitch expects Newell to
sustain flat to modestly positive top line and EBITDA in the $1.3
billion to $1.4 billion range (similar to pre-pandemic levels
adjusting for divestitures) over the medium term, with gross
debt/EBITDA trending in the mid 3x. However, top line and EBITDA
are expected to be under material pressure in the second half 2022
and potentially first half 2023, given a significant pull back in
retail orders and overall slowdown in consumer spending, and Fitch
projects gross debt/EBITDA will increase to over 4x in 2022 before
declining to under 4x in 2023.

Mattel, Inc.'s 'BB+'/Positive rating reflects Mattel's meaningfully
improved credit metrics achieved through better than expected
execution on both the top and bottom line as well as discretionary
debt paydown. The Positive Outlook reflects Fitch's view that
improved competitive positioning, cost cuts and debt reduction
could result in post-pandemic credit metrics and an operational
profile supportive of an investment-grade rating over time.

KEY ASSUMPTIONS

- Revenue for fiscal 2022 is largely flat at around $3.3 billion as
price increases offset modest volume declines. Revenue in fiscal
2023 could be down mid-single-digits to around $3.2 billion due to
the unwind of favorable pandemic behaviors and weakness in the
economy, before returning to low-single-digit growth in fiscal
2024;

- EBITDA in fiscal 2022 is around flat in the $350 million area.
EBITDA declines to around $320 million in fiscal 2023, in line with
the decline in revenue. EBITDA returns to the $330 million to $350
million range in fiscal 2023 and 2024 with EBITDA margins in the
10.0% to 10.5% range;

- Fitch assumes capex maintains around 2.5% of sales, in line with
recent results, resulting in annual FCF around $150 million. FCF
could be deployed toward share repurchases and/or acquisitions;

- Leverage (debt/EBITDA) is expected to reach the high 3x area in
fiscal 2023 due to Fitch's forecast decline in EBITDA. Leverage
could return to the mid-3x range in fiscal 2024 and remain there,
depending on the size and timing of acquisitions.

RATING SENSITIVITIES

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

- An upgrade could be considered if the company committed to
maintaining gross leverage (total debt/EBITDA) below 3.0x while
maintaining strong top line growth reflecting low single digit
organic growth and tuck-in acquisitions with EBITDA margins in the
10% range;

- Fitch would also consider an upgrade if the company executed more
transformative acquisitions that meaningfully increased the
company's scale with EBITDA approaching $500 million while
maintaining gross leverage at or under 3.5x.

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

- Gross leverage (total debt/EBITDA) sustained above 4.0x as a
result of financial performance below Fitch's expectations, such as
EBITDA trending toward $250 million;

- A change in financial policy or a transformative debt financed
acquisition, absent a concrete plan to reduce leverage below 4.0x
within 24 months of acquisition close, could also lead to negative
rating actions.

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity: Liquidity at June 25, 2022 consisted of $196
million of cash and equivalents (net of $13 million of restricted
cash) and $556 million of availability on its $700 million
asset-based revolving credit facility maturing December 2026. The
ABL is secured by substantially all assets of the borrowing parties
and is subject to a borrowing base calculated using a formula based
on eligible receivables and inventory minus certain reserves. The
ABL contains an accordion feature which, at the request of the
company and provided approval of the lenders, allows up to an
additional $400 million principal amount available. The facility
contains a fixed charge coverage ratio of 1.0:1.0 that is only
triggered when availability falls below stated thresholds.

Debt Structure: As of June 25, 2022, the company's debt structure
included the undrawn ABL revolver, $300 million 5.125% senior notes
due February 2028, $500 million 4.125% senior notes due October
2030 and $400 million 4.125% senior notes due April 2031. While
there were no borrowings and no letters of credit outstanding under
the credit facility, there were other letters of credit totaling
$1.3 million at quarter end. Fitch expects leverage (total
debt/EBITDA) to end fiscal 2022 (September 2022) around 3.5x.

Recovery Considerations

Fitch has assigned Recovery Ratings (RRs) to the various debt
tranches in accordance with Fitch criteria, which allows for the
assignment of RRs for issuers with IDRs in the 'BB' category. Given
the distance to default, RRs in the 'BB' category are not computed
by bespoke analysis. Instead, they serve as a label to reflect an
estimate of the risk of these instruments relative to other
instruments in the entity's capital structure. Fitch has assigned
the first-lien secured ABL a recovery rating of 'RR1', notched up
two from the IDR and indicating outstanding recovery prospects
given default. Unsecured debt will typically achieve average
recovery, and thus was assigned a recovery rating of 'RR4', in line
with the company's IDR.

ISSUER PROFILE

Central Garden & Pet Company is a leading innovator, producer and
distributor of branded and private label products for the lawn &
garden and pet supplies markets in the U.S.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Central Garden &
Pet Company         LT IDR BB   Affirmed             BB

   senior
   unsecured        LT     BB   Affirmed    RR4      BB

   senior secured   LT     BBB- Affirmed    RR1      BBB-


CHASE INDUSTRIES: $240M Bank Debt Trades at 29% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Chase Industries
LLC is a borrower were trading in the secondary market around 71
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$240 million facility is a term loan.  The loan is scheduled
to mature on May 11, 2025. The amount is fully drawn and
outstanding

Chase Industries, Inc. manufactures and markets doors. The Company
offers traffic, sliding fire, sliding service, sliding
pharmaceutical, single swing, swing, industrial, solid core,
security, and corrosion-resistant doors.




CHECKERS HOLDINGS: $193M Bank Debt Trades at 18% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Checkers Holdings
Inc is a borrower were trading in the secondary market around 82
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$193 million facility is a term loan.  The loan is scheduled
to mature on June 30, 2024.  The amount is fully drawn and
outstanding.

Checkers Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides burgers, chicken wings, hot
dogs, fishes, and beverages. Checkers Holdings serves customers in
the United States.




CHECKOUT HOLDING: $150M Bank Debt Trades at 69% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Checkout Holding
Corp is a borrower were trading in the secondary market around 30.8
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$150 million facility is a payment-in-kind term loan.  The
loan is scheduled to mature on August 15, 2023. The amount is fully
drawn and outstanding

Checkout Holding Corp. operates as a holding company. The Company,
through its subsidiaries, provides market consulting services.



CIBT GLOBAL: $385M Bank Debt Trades at 24% Discount
---------------------------------------------------
Participations in a syndicated loan under which CIBT Global Inc is
a borrower were trading in the secondary market around 76.3
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$385 million facility is a term loan.  The loan is scheduled
to mature on June 1, 2024.  The amount is fully drawn and
outstanding

CIBT Global, Inc. provides travel documents services. The Company
offers travel visas, passports, and additional document creation
support services including digital photo, document legalization,
and authentications.



CITY BREWING: $850M Bank Debt Trades at 32% Discount
----------------------------------------------------
Participations in a syndicated loan under which City Brewing Co LLC
is a borrower were trading in the secondary market around 67.813
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$850 million facility is a term loan.  The loan is scheduled
to mature on April 5, 2028. The amount is fully drawn and
outstanding   

City Brewing Company, LLC operates as a brewery company. The
Company produces beverages by contract, including beer, malts,
teas, and energy drinks.


CLAIM JUMPER: Seeks to Hire Stretto as Administrative Advisor
-------------------------------------------------------------
Claim Jumper Acquisition Company, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Stretto, Inc. as their administrative
advisor.

The Debtors require an administrative advisor to:

     a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan;

     b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;

     c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, and
gather data in conjunction therewith;

     d. assist with the preparation of the Debtors' monthly
operating reports and gather data in conjunction therewith;

     e. provide a confidential data room;

     f. manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and

     g. provide other administrative services.

The firm will be paid at these rates:

     Director/Managing Director       $210 to $250 per hour
     Associates/Sr. Associates        $70 to $200 per hour

In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.

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

The firm can be reached at:

     Sheryl Betance
     Stretto, Inc.
     410 Exchange, Ste. 100
     Irvine, CA 92602
     Tel: (714) 716-1872
     Email: Sheryl.betance@stretto.com

              About Claim Jumper Acquisition Company

Claim Jumper Acquisition Company, LLC and its affiliates operate
four restaurant concepts, Claim Jumper Steakhouse & Bar, Joe's Crab
Shack, Brick House Tavern + Tap, and Nashville Hot Chicken Shack,
that offer a variety of food and beverages in a distinctive,
casual, high-energy atmosphere.

Claim Jumper closed 29 of 62 stores and then on Oct. 3, 2022, filed
for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 22-21941)
along with seven affiliates, including C Jumper Restaurant, Inc. At
the time of the filing, Claim Jumper Acquisition reported $1
million to $10 million in assets and $10 million to $50 million in
liabilities.

The Hon. Gregory L. Taddonio is the case judge.

The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as general
bankruptcy counsel; Whiteford, Taylor & Preston, LLP as local
bankruptcy counsel; and Wyse Advisors, LLC as restructuring
advisor. Michael Wyse, managing director at Wyse Advisors, serves
as the Debtors' chief restructuring officer. Stretto is the claims
and noticing agent and administrative advisor.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Oct. 18, 2022. The committee is
represented by Kelley Drye & Warren, LLP.


CLAIM JUMPER: Seeks to Hire Wyse Advisors, Appoint CRO
------------------------------------------------------
Claim Jumper Acquisition Debtor, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Wyse Advisors, LLC and designate Michael
Wyse, the firm's managing director, as their chief restructuring
officer.

The CRO's services include:

     (a) managing cash forecasting and liquidity management
procedures;

      (b) directing day-to-day management of restructuring,
recapitalization, refinancing, any sale and liquidation related
efforts of the Debtors, including participating in negotiations and
implementation of such efforts;

     (c) marketing the Debtors' assets and performing a valuation,
as needed;

     (d) other services requested or directed by the governing body
of the Debtors.

The Debtors paid Wyse Advisors an initial payment of $12,500 and
agreed to pay the firm a flat fee of $75,000 per month.

Mr. Wyse disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.

Wyse Advisors can be reached through:

     Michael Wyse
     Wyse Advisors, LLC
     85 Broad Street, 29th Floor
     New York, NY 10004
     Phone: 917-553-5883 / 646-854-5318
     Email: mwyse@wyseadvisorsllc.com

              About Claim Jumper Acquisition Company

Claim Jumper Acquisition Company, LLC and its affiliates operate
four restaurant concepts, Claim Jumper Steakhouse & Bar, Joe's Crab
Shack, Brick House Tavern + Tap, and Nashville Hot Chicken Shack,
that offer a variety of food and beverages in a distinctive,
casual, high-energy atmosphere.

Claim Jumper closed 29 of 62 stores and then on Oct. 3, 2022, filed
for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 22-21941)
along with seven affiliates, including C Jumper Restaurant, Inc. At
the time of the filing, Claim Jumper Acquisition reported $1
million to $10 million in assets and $10 million to $50 million in
liabilities.

The Hon. Gregory L. Taddonio is the case judge.

The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as general
bankruptcy counsel; Whiteford, Taylor & Preston, LLP as local
bankruptcy counsel; and Wyse Advisors, LLC as restructuring
advisor. Michael Wyse, managing director at Wyse Advisors, serves
as the Debtors' chief restructuring officer. Stretto is the claims
and noticing agent and administrative advisor.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Oct. 18, 2022. The committee is
represented by Kelley Drye & Warren, LLP.


CLAIM JUMPER: Taps Morris, Nichols, Arsht & Tunnell as Counsel
--------------------------------------------------------------
Claim Jumper Acquisition Debtor, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Morris, Nichols, Arsht & Tunnell, LLP as
their bankruptcy counsel.

The firm's services include:

     a. preparing court documents and providing the Debtors with
legal advice in the areas of restructuring and bankruptcy;

     b. taking all necessary actions to protect and preserve the
Debtors' estates during these Chapter 11 cases, including the
prosecution of actions by the Debtors, the defense of any actions
commenced against the Debtors, negotiations concerning litigation
in which the Debtors are involved, and objecting to claims filed
against the estates;

     c. preparing legal papers;

     d. advising the Debtors with regard to their rights and
obligations;

     e. coordinating with other professionals in representing the
Debtors in their bankruptcy cases; and

     f. performing other legal services necessary to the
administration of the cases.   

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

     Partners                        $800 - $1,500 per hour
     Associates, Special and
     Senior Counsel                  $485 - $995 per hour
     Paraprofessionals               $295 - $360 per hour

Morris will also seek reimbursement for work-related expenses
incurred.

The firm received advance payments totaling $243,000.

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

The firm can be reached through:

     Robert J. Dehney, Esq.
     Matthew B. Harvey, Esq.
     Tamara K. Mann, Esq.
     Taylor M. Haga, Esq.
     Morris, Nichols, Arsht & Tunnell, LLP
     S. Christopher Cundra IV, Esq.
     1201 N. Market Street, 16th Floor
     Wilmington, DE 19801
     Telephone: (302) 658-9200
     Email: rdehney@morrisnichols.com
            mharvey@morrisnichols.com
            tmann@morrisnichols.com
            thaga@morrisnichols.com
            scundra@morrisnichols.com

              About Claim Jumper Acquisition Company

Claim Jumper Acquisition Company, LLC and its affiliates operate
four restaurant concepts, Claim Jumper Steakhouse & Bar, Joe's Crab
Shack, Brick House Tavern + Tap, and Nashville Hot Chicken Shack,
that offer a variety of food and beverages in a distinctive,
casual, high-energy atmosphere.

Claim Jumper closed 29 of 62 stores and then on Oct. 3, 2022, filed
for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 22-21941)
along with seven affiliates, including C Jumper Restaurant, Inc. At
the time of the filing, Claim Jumper Acquisition reported $1
million to $10 million in assets and $10 million to $50 million in
liabilities.

The Hon. Gregory L. Taddonio is the case judge.

The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as general
bankruptcy counsel; Whiteford, Taylor & Preston, LLP as local
bankruptcy counsel; and Wyse Advisors, LLC as restructuring
advisor. Michael Wyse, managing director at Wyse Advisors, serves
as the Debtors' chief restructuring officer. Stretto is the claims
and noticing agent and administrative advisor.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Oct. 18, 2022. The committee is
represented by Kelley Drye & Warren, LLP.


CLAIM JUMPER: Taps Whiteford Taylor & Preston as Local Counsel
--------------------------------------------------------------
Claim Jumper Acquisition Debtor, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Whiteford Taylor & Preston, LLP as their
local bankruptcy counsel.

The firm's services include:

     a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses and assisting the Debtors and their lead counsel,
Morris, Nichols, Arsht & Tunnell, LLP, in complying with the Local
Rules and other procedures of the bankruptcy court;

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

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

     d. assisting Morris in preparing legal papers;

     e. appearing before the bankruptcy court, appellate courts,
and any other courts;

     f. assisting Morris in preparing and negotiating a plan of
reorganization, sale of assets and all related agreements, and
taking any necessary action to obtain confirmation of the plan;
and

     g. providing other necessary legal services.

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

     Daniel R. Schimizzi, Partner         $485 per hour
     Michael J. Roeschenthaler, Partner   $700 per hour
     Scott M. Hare, Partner               $740 per hour
     Kelly E. McCauley, Partner           $465 per hour
     Harry A. Readshaw, Counsel           $530 per hour
     Anthony T. Gestrich, Associate       $425 per hour
     Vivi Besteman, Associate             $320 per hour
     Paralegal                            $310 per hour

The firm received a retainer in the amount of $15,000.

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

The firm can be reached through:

     Daniel R. Schimizzi, Esq.
     Whiteford, Taylor & Preston, LLP
     11 Stanwix Street, Suite 1400
     Pittsburgh, PA 15222
     Telephone: 412-275-2401
     Email: dschimizzi@wtplaw.com

              About Claim Jumper Acquisition Company

Claim Jumper Acquisition Company, LLC and its affiliates operate
four restaurant concepts, Claim Jumper Steakhouse & Bar, Joe's Crab
Shack, Brick House Tavern + Tap, and Nashville Hot Chicken Shack,
that offer a variety of food and beverages in a distinctive,
casual, high-energy atmosphere.

Claim Jumper closed 29 of 62 stores and then on Oct. 3, 2022, filed
for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 22-21941)
along with seven affiliates, including C Jumper Restaurant, Inc. At
the time of the filing, Claim Jumper Acquisition reported $1
million to $10 million in assets and $10 million to $50 million in
liabilities.

The Hon. Gregory L. Taddonio is the case judge.

The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as general
bankruptcy counsel; Whiteford, Taylor & Preston, LLP as local
bankruptcy counsel; and Wyse Advisors, LLC as restructuring
advisor. Michael Wyse, managing director at Wyse Advisors, serves
as the Debtors' chief restructuring officer. Stretto is the claims
and noticing agent and administrative advisor.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Oct. 18, 2022. The committee is
represented by Kelley Drye & Warren, LLP.


CLEAREDDIRECT LLC: Unsecureds Will Get 65% of Claims in 5 Years
---------------------------------------------------------------
ClearedDirect, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Texas a Plan of Reorganization dated November
1, 2022.

ClearedDirect, LLC started operations in September 2012.
ClearedDirect manages and operates an airport management and
consulting business for private airports and terminals.

The Debtor is currently owned 100% by Jason Milewski.  Mr. Milewski
will remain the president and representative of the Debtor going
forward.

ClearedDirect's assets not only include its accounts receivable and
cash on hand, but also includes inventory for the airlines and
terminals, along with machinery and equipment. There are fully
secured creditors as to this property based on the liquidation
analysis and UCC filings. Any secured creditor not treated in this
Plan as fully secured are therefore under secured.

ClearedDirect elected to file a chapter 11 reorganization as the
best means to resolve the current liabilities of the company and
determine the secured portions of those creditors. The Debtor will
continue operating its business. The Debtor's Plan will break the
existing claims into six classes of Claimants. These claimants will
receive cash repayments over a period of time beginning on or after
the Effective Date.

Class 5 consists of Allowed Impaired Unsecured Claims. All allowed
unsecured creditors shall receive a pro rata distribution at zero
percent per annum over the next 5 years beginning not later than
the 15th day of the first full calendar month following 30 days
after the effective date of the plan and continuing every year
thereafter for the additional 4 years remaining on this date.

Nothing prevents Debtor from making monthly or quarterly
distributions that may begin on the 15th day of the month after the
effective date of confirmation, so long as 1/5 of the annual
distributions to the general allowed unsecured creditors are paid
by each yearly anniversary of the confirmation date of the plan.
Debtor will distribute up to $475,055.00 to the general allowed
unsecured creditor pool over the 5-year term of the plan, includes
the under-secured claim portions. The Debtor's General Allowed
Unsecured Claimants will receive 65% of their allowed claims under
this plan.

With respect to Comanche ASH One, LTD's claim, in the event this
creditor leases this space to a third party before the plan
payments are complete, Debtor reserves their right to adjust their
payments to offset any new rent received for the vacated space. Any
additional amounts not paid to Comanche shall be paid to the
remaining unsecured creditors on a pro rata basis.

Class 6 consists of Equity Interest Holder (Current Owner). The
current owner will receive no payments under the Plan; however, he
will be allowed to retain her ownership in the Debtor. Class 6
Claimant is not impaired under the Plan.

The Debtor anticipates the continued operations of the business to
fund the Plan.  All guarantees and other obligations shall be
deemed modified to reflect the restructuring of the primary
obligations under the Plan. If the plan is confirmed, a creditor
may not enforce liability under a guaranty or other third-party
claim unless the Debtor defaults under the Plan for that creditor.
In the event of default, only the amount owing under the Plan shall
be recovered from the guarantor.  This provision is intended to
apply to creditors who had previously recovered judgments against
the guarantor.

A full-text copy of the Plan of Reorganization dated Nov. 1, 2022,
is available at https://bit.ly/3UDl3Z6 from PacerMonitor.com at no
charge.

Debtor's Counsel:

     Robert C. Lane, Esq.
     Joshua D. Gordon, Esq.
     The Lane Law Firm
     6200 Savoy, Suite 1150
     Houston, TX 77036
     Tel: (713) 595-8200
     Fax: (713) 595-8201
     Email: notifications@lanelaw.com
            Joshua.gordon@lanelaw.com

                      About ClearedDirect LLC

ClearedDirect, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10497) on
Aug. 3, 2022, listing as much as $1 million in both assets and
liabilities.  Stephen W. Sather serves as Subchapter V trustee.

Judge Tony M. Davis oversees the case.

The Debtor is represented by The Lane Law Firm.


CLOUDERA INC: $500M Bank Debt Trades at 17% Discount
----------------------------------------------------
Participations in a syndicated loan under which Cloudera Inc is a
borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$500 million facility is a term loan.  The loan is scheduled
to mature on October 8, 2029. About US$500 million of the loan is
drawn and outstanding.

Cloudera, Inc. develops and distributes software for business data
that includes storage, access, management, analysis, security,
search, processing, and analysis applications. The Company offers a
graphical user interface for applications that allows business
analysts, developers, and administrators to create and submit jobs,
monitor cluster health, and browse the data.



COLOUROZ INVESTMENT 2: $112M Bank Debt Trades at 26% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which ColourOZ Investment
2 LLC is a borrower were trading in the secondary market around
74.063 cents-on-the-dollar during the week ended Fri., November. 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$112 million facility is a term loan.  The loan is scheduled
to mature on September 7, 2023.   The amount is fully drawn and
outstanding.

ColourOZ Investment 2 LLC provides industrial paint products.



COLOUROZ INVESTMENT 2: $205M Bank Debt Trades at 27% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which ColourOZ Investment
2 LLC is a borrower were trading in the secondary market around
72.7 cents-on-the-dollar during the week ended Fri., November 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$205 million facility is a payment in kind term loan.  The
loan is scheduled to mature on September 21, 2024.  The amount is
fully drawn and outstanding.

ColourOZ Investment 2 LLC provides industrial paint products.


COLOUROZ INVESTMENT 2: $678M Bank Debt Trades at 26% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which ColourOZ Investment
2 LLC is a borrower were trading in the secondary market around
73.94 cents-on-the-dollar during the week ended Fri., November 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$678 million facility is a term loan.  The loan is scheduled
to mature on September 7, 2023.  The amount is fully drawn and
outstanding

ColourOZ Investment 2 LLC provides industrial paint products.



COMET BIDCO: $420M Bank Debt Trades at 38% Discount
---------------------------------------------------
Participations in a syndicated loan under which Comet Bidco Ltd is
a borrower were trading in the secondary market around 62.014
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$420 million facility is a term loan.  The loan is scheduled
to mature on October 6, 2024. About US$401.7 million of the loan is
drawn and outstanding.

CometBidco Limited provides connectivity and business-critical
insight across communities of buyers and sellers. The Company uses
range of exhibitions, conferences, trade shows, and websites to
target new business, demonstrate their products, build relationship
with their clients, and identify new opportunities for performance
improvement. The Company's country of domicile is the United
Kingdom.


COMMERCEHUB INC: $210M Bank Debt Trades at 20% Discount
-------------------------------------------------------
Participations in a syndicated loan under which CommerceHub Inc is
a borrower were trading in the secondary market around 80.2
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$210 million facility is a term loan.  The loan is scheduled
to mature on December 2, 2028. The amount is fully drawn and
outstanding

CommerceHub, Inc. provides cloud-based technologies and services.
The Company operates a cloud-based e-commerce fulfillment and
marketing software platform of integrated supply, demand, and
delivery solutions for large retailers, online marketplaces, and
digital marketing channels, as well as consumer brands,
manufacturers, distributors, and other market participants.



COMMUNITY CARE: $330M Bank Debt Trades at 17% Discount
------------------------------------------------------
Participations in a syndicated loan under which Community Care
Health Network LLC is a borrower were trading in the secondary
market around 83.4 cents-on-the-dollar during the week ended Fri.,
November 4, 2022, according to Bloomberg's Evaluated Pricing
service data.

The US$330 million facility is a term loan.  The loan is scheduled
to mature on February 16, 2025. The amount is fully drawn and
outstanding

Community Care Health Network, Inc., doing business as Matrix
Medical Network, provides multidisciplinary care management
services. The Company conducts health assessments and offers health
plan, illness planning, and membership services.



CONNACHER OIL AND GAS: US$42M Bank Debt Trades at 47% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Connacher Oil and
Gas Ltd is a borrower were trading in the secondary market around
53 cents-on-the-dollar during the week ended Fri., November 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$42 million facility is a term loan.  The loan is scheduled
to mature on September 30, 2024. About US$32 million of the loan is
drawn and outstanding.

Connacher Oil and Gas Limited develops, produces and markets
bitumen resources. The Company's principal asset is in the Great
Divide oil sands project located in northern Alberta. The Company's
country of domicile is Canada.


CONSTANT CONTACT: $300M Bank Debt Trades at 22% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Constant Contact
Inc is a borrower were trading in the secondary market around 78.3
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$300 million facility is a term loan.  The loan is scheduled
to mature on February 10, 2029. The amount is fully drawn and
outstanding   

Constant Contact, Inc. operates as a marketing company. The Company
provides email marketing services as well as conducts social media
campaigns, managing digital storefronts, and creating online
surveys for businesses, associations, and organizations to help
them to connect with their customers and members.



CONVERGEONE HOLDINGS: $1.11B Bank Debt Trades at 34% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 67 cents-on-the-dollar during the week ended Fri., Nov. 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$1.110 billion facility is a term loan.  The loan is
scheduled to mature on January 4, 2026.  About US$1.086 billion of
the loan is drawn and outstanding.

ConvergeOne Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.


CONVERGEONE HOLDINGS: $275M Bank Debt Trades at 43% Discount
------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 57.331 cents-on-the-dollar during the week ended Fri.,
November 4, 2022, according to Bloomberg's Evaluated Pricing
service data.

The US$275 million facility is a term loan.  The loan is scheduled
to mature on January 4, 2027.  The amount is fully drawn and
outstanding.

ConvergeOne Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security, infrastructure, and hosted
collaboration solutions.


COOLSYS INC: $360M Bank Debt Trades at 19% Discount
---------------------------------------------------
Participations in a syndicated loan under which CoolSys Inc is a
borrower were trading in the secondary market around 81.19
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$360 million facility is a term loan.  The loan is scheduled
to mature on August 11, 2028. The amount is fully drawn and
outstanding.

CoolSys, Inc. provides HVAC building products. The Company offers
refrigeration and HVAC solutions to retail, commercial, and
industrial industries.


COOLSYS INC: $80M Bank Debt Trades at 19% Discount
--------------------------------------------------
Participations in a syndicated loan under which CoolSys Inc is a
borrower were trading in the secondary market around 81.19
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$80 million facility is a delay-draw term loan.  The loan is
scheduled to mature on August 11, 2028.

CoolSys, Inc. provides HVAC building products. The Company offers
refrigeration and HVAC solutions to retail, commercial, and
industrial industries.



CORE SCIENTIFIC: Bondholders Tap Restructuring Lawyer
-----------------------------------------------------
Rachel Butt of Bloomberg Law reports that a group of Core
Scientific Inc. convertible bondholders is working with
restructuring lawyers at Paul Hastings as the company weighs a
potential bankruptcy, according to people with knowledge of the
situation.

Investors were rattled after Core Scientific, one of the world's
largest miners of Bitcoin, warned in October that it may run out of
cash by the end of 2022 and could seek relief by filing for
bankruptcy. The company's stock slumped to a low of roughly 20
cents following the disclosure.

Representatives for Core Scientific and Paul Hastings didn't
respond to requests for comment.

                      About Core Scientific

Core Scientific, Inc. (NASDAQ: CORZ) is a large-scale operator of
dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1).

Core was formed following a business combination in July 2021 with
XPDI, a blank check company.

At June 30, 2022, the Company had total assets of US$1.84 billion
and total liabilities of US$1.43 billion.


CORELOGIC INC: $3.75B Bank Debt Trades at 26% Discount
------------------------------------------------------
Participations in a syndicated loan under which CoreLogic Inc is a
borrower were trading in the secondary market around 74
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$3.750 billion facility is a term loan.  The loan is
scheduled to mature on June 2, 2028. About US$3.696 billion of the
loan is drawn and outstanding.

CoreLogic, Inc. provides consumer, financial and property
information, analytics and services. The Company combines public,
contributory and proprietary data to develop predictive decision
analytics, as well as offers mortgage and automotive credit
reporting, property tax, valuation, flood determination, and
geospatial analytics and services.




CORELOGIC INC: $750M Bank Debt Trades at 34% Discount
-----------------------------------------------------
Participations in a syndicated loan under which CoreLogic Inc is a
borrower were trading in the secondary market around 65.8
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$750 million facility is a term loan.  The loan is scheduled
to mature on June 4, 2029.   The amount is fully drawn and
outstanding.

CoreLogic, Inc. provides consumer, financial and property
information, analytics and services. The Company combines public,
contributory and proprietary data to develop predictive decision
analytics, as well as offers mortgage and automotive credit
reporting, property tax, valuation, flood determination, and
geospatial analytics and services.



COREPOWER YOGA: $175M Bank Debt Trades at 18% Discount
------------------------------------------------------
Participations in a syndicated loan under which CorePower Yoga LLC
is a borrower were trading in the secondary market around 82.13
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$175 million facility is a term loan.  The loan is scheduled
to mature on May 14, 2025.   The amount is fully drawn and
outstanding.

CorePower Yoga, LLC provides leisure services. The Company offers
fitness classes that practice various styles and levels of yoga.



CORNERSTONE ONDEMAND: $2.1B Bank Debt Trades at 16% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Cornerstone
OnDemand Inc is a borrower were trading in the secondary market
around 84 cents-on-the-dollar during the week ended Fri., Nov. 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$2.118 billion facility is a term loan.  The loan is
scheduled to mature on October 15, 2028. The amount is fully drawn
and outstanding.

Cornerstone OnDemand, Inc. develops and markets on demand employee
development computer software. The Company offers software includes
learning development, enterprise social networking, performance
management, and succession planning. Cornerstone markets to
multi-national corporations, large domestic enterprises, mid market
companies, state and local public sector organizations, and
colleges.



CP ATLAS BUYER: $1.374B Bank Debt Trades at 15% Discount
--------------------------------------------------------
Participations in a syndicated loan under which CP Atlas Buyer Inc
is a borrower were trading in the secondary market around 84.563
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$1.374 billion facility is a term loan.  The loan is
scheduled to mature on November 23, 2027.  About US$1.354 billion
of the loan is drawn and outstanding.

CP Atlas Buyer, Inc. operates as a holding company. The Company,
through its subsidiaries, manufactures bathware products.



CPC ACQUISITION: $1.025B Bank Debt Trades at 21% Discount
---------------------------------------------------------
Participations in a syndicated loan under which CPC Acquisition
Corp is a borrower were trading in the secondary market around 79.6
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$1.025 billion facility is a term loan.  The loan is
scheduled to mature on December 29, 2027. The amount is fully drawn
and outstanding.


CPC ACQUISITION: $225M Bank Debt Trades at 24% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Cpc Acquisition
Corp is a borrower were trading in the secondary market around
75.94 cents-on-the-dollar during the week ended Fri., November 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$225 million facility is a term loan.  The loan is scheduled
to mature on December 29, 2028. The amount is fully drawn and
outstanding.



CROWN FINANCE US: $3.3B Bank Debt Trades at 66% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around
33.592 cents-on-the-dollar during the week ended Fri., Nov. 4,
2022, according to Bloomberg's Evaluated Pricing service data.

The US$3.325 billion facility is a term loan.  The loan is
scheduled to mature on February 28, 2025.   About US$2.634 billion
of the loan is drawn and outstanding.

Crown Finance US, Inc. operates as a movie theater.




CROWN FINANCE US: $650M Bank Debt Trades at 67% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 33.03
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$650 million facility is a term loan.  The loan is scheduled
to mature on September 20, 2026.  The amount is fully drawn and
outstanding.

Crown Finance US, Inc. operates as a movie theater.



CROWN FINANCE US: EUR608M Bank Debt Trades at 67% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 32.71
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The EUR608 million facility is a term loan.  The loan is scheduled
to mature on December 28, 2025. About EUR177 million of the loan is
drawn and outstanding.

Crown Finance US, Inc. operates as a movie theater.



CRYSTAL CLINIC: $73M Bank Debt Trades at 16% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Crystal Clinic
Orthopaedic Center LLC is a borrower were trading in the secondary
market around 84 cents-on-the-dollar during the week ended Fri.,
Nov. 4, 2022, according to Bloomberg's Evaluated Pricing service
data.

The US$73 million facility is a term loan.  The loan is scheduled
to mature on December 6, 2029.   The amount is fully drawn and
outstanding.

Crystal Clinic Orthopaedic Center, LLC provides healthcare
services. The Company offers surgical, bone density testing,
magnetic resonance imaging, physical therapy, rehabilitation,
trauma care, pediatric, and orthopedic services.



DAVID'S BRIDAL: $240M Bank Debt Trades at 69% Discount
------------------------------------------------------
Participations in a syndicated loan under which David's Bridal LLC
is a borrower were trading in the secondary market around 31
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$240 million facility is a term loan.  The loan is scheduled
to mature on January 18, 2024. About US$13 million of the loan is
drawn and outstanding.

David's Bridal, LLC manufactures and distributes wedding dresses
and accessories. The Company offers prom gowns, veils, shoes,
handbags, gloves, ribbons, jewelry, invitation card designing,
handbags, and reception decoration services.



DAVID'S BRIDAL: $55M Bank Debt Trades at 26% Discount
-----------------------------------------------------
Participations in a syndicated loan under which David's Bridal LLC
is a borrower were trading in the secondary market around 74.063
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$55 million facility is a pik term loan.  The loan is
scheduled to mature on June 30, 2023.   The amount is fully drawn
and outstanding.

David's Bridal, LLC manufactures and distributes wedding dresses
and accessories. The Company offers prom gowns, veils, shoes,
handbags, gloves, ribbons, jewelry, invitation card designing,
handbags, and reception decoration services.



DAWN ACQUISITIONS: $550M Bank Debt Trades at 28% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Dawn Acquisitions
LLC is a borrower were trading in the secondary market around 72.27
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$550 million facility is a term loan.  The loan is scheduled
to mature on December 31, 2025.  The amount is fully drawn and
outstanding.

Dawn Acquisitions LLC, doing business as Evoque Data Center
Solutions, provides digital infrastructure and data center
solutions. The Company offers multi-generational infrastructure,
colocation, connectivity, build-to-suit, and cloud engineering
solutions.


DGS REALTY: Wins Cash Collateral Access Thru Dec 31
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized DGS Realty, LLC to use the cash collateral of PHH
Mortgage Services, acting as servicer for U.S. Bank National Trust
Association, as Trustee for Lehman Brothers Small Balance
Commercial Mortgage Pass Through Certificates, Series 2006-3.

The Debtor is permitted to use and expend the proceeds of cash
collateral to pay the costs and expenses incurred in the ordinary
course of its business during the period from November 1 through
December 31, 2022, or the date on which the Court enters an order
revoking the Debtor's right to use cash collateral in accordance
with the budget.

The Debtor will pay PHH Mortgage its monthly payment of $6,750,
plus real estate tax escrow in the amount of $3,066, each month,
pending further Court order.

Absent the Court's entry of a further order extending
authorization, the Debtor's access to use cash collateral will
terminate upon the earliest of:

     a. the last day of the Use Period;

     b. the earliest date on which a final hearing on cash
collateral requirements can be held under the notice and service
requirements of Bankruptcy Rules 4001(b) and (d) and 7004(h);

     c. appointment of a Trustee pursuant to Bankruptcy Code
Section 1104;

     d. conversion of the Debtor's case to one under Chapter 7 of
the Bankruptcy Code;

     e. dismissal of the Debtor's case; or

     f. entry of an order granting a Motion for Relief from
Automatic Stay with respect to any property that is PHH Mortgage's
collateral.

A hearing on the Debtor's further use of cash collateral is
scheduled for December 21 at 11 a.m.

A full-text copy of the order and the Debtor's budget for the
period from November to December 31, 2022, is available at
https://bit.ly/3WW0JUK from PacerMonitor.com.

The Debtor projects $98,029 in total income and $9,816 in total
expenses for November 2022.

                       About DGS Realty

Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest.

DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
22-10028) on January 24, 2022.  In the petition signed by David H.
Booth, the manager, the Debtor estimated assets and debts between
$1 million and $10 million.   

Judge Bruce A. Harwood oversees the case.

Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at
Victor W. Dahar Professional Association.



DIAMOND SPORTS: $3.2B Bank Debt Trades at 81% Discount
------------------------------------------------------
Participations in a syndicated loan under which Diamond Sports
Group LLC is a borrower were trading in the secondary market around
18.69 cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$3.222 billion facility is a term loan.  The loan is
scheduled to mature on August 24, 2026.   The amount is fully drawn
and outstanding..

Diamond Sports Group, LLC operates as a sports marketing company.
The Company offers seminars, combine, speed and agility
assessments, recruiting tools, and online training sessions for
sports including football, baseball, soccer, and basketball.



DIEBOLD NIXDORF: $475M Bank Debt Trades at 21% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Diebold Nixdorf Inc
is a borrower were trading in the secondary market around 78.8
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$475 million facility is a term loan.  The loan is scheduled
to mature on November 6, 2023.   About US$378.0 million of the loan
is drawn and outstanding.

Diebold Nixdorf, Incorporated provides automatic teller machines,
financial, and point of sale (POS) services. The Company offers
electronic card systems, monitoring software, fraud control, retail
cash cycle management, and electronic shelf labeling services.



DIEBOLD NIXDORF: EUR415M Bank Debt Trades at 19% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Diebold Nixdorf Inc
is a borrower were trading in the secondary market around 80.6365
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The EUR415 million facility is a term loan.  The loan is scheduled
to mature on November 6, 2023.   About EUR325.0 million of the loan
is drawn and outstanding.

Diebold Nixdorf, Incorporated provides automatic teller machines,
financial, and point of sale (POS) services. The Company offers
electronic card systems, monitoring software, fraud control, retail
cash cycle management, and electronic shelf labeling services




DIOCESE OF BUFFALO: Taps Kinsale Management as Independent Auditor
------------------------------------------------------------------
The Diocese of Buffalo, N.Y. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
Kinsale Management Consulting as its independent auditor.

The firm will conduct audits of the diocese's performance of its
commitments in the stipulation of settlement it entered into with
Letitia James, New York attorney general.

The Debtor will pay a retainer in the amount of $10,000 to cover
the initial fees of the independent audit team, which will bill at
a blended hourly rate of $400, with an hourly rate of $250 for any
additional team member.

KMC does not hold any interest adverse to the diocese's estate and
does not have any connection with the diocese, as disclosed in
court filings.

The firm can be reached through:

     Kathleen McChesney, Ph.D.
     Kinsale Management Consulting
     Palm Springs, CA

                About The Diocese of Buffalo, N.Y.

The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics
in eight counties in Western New York. The territory of the diocese
is co-extensive with the counties of Erie, Niagara, Genesee,
Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York
State, comprising 161 parishes. There are 144 diocesan priests and
84 religious priests who reside in the Diocese.

The diocese through its central administrative offices (a) provides
operational support to the Catholic parishes, schools, and certain
other Catholic entities that operate within the territory of the
Diocese "OCE"; (b) conducts school operations through which it
provides parish schools with financial and educational support; (c)
provides comprehensive risk management services to the OCEs; (d)
administers a lay pension trust and a priest pension trust for the
benefit of certain employees and priests of the OCEs; and (e)
provides administrative support for St. Joseph Investment Fund,
Inc.

Dealing with sexual abuse claims, the Diocese of Buffalo sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb.
28, 2020. The diocese was estimated to have $10 million to $50
million in assets and $50 million to $100 million in liabilities as
of the bankruptcy filing.

The Honorable Carl L. Bucki is the case judge.

Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is
the diocese's counsel; Connors LLP and Lippes Mathias Wexler
Friedman LLP are its special litigation counsel; and Phoenix
Management Services, LLC is its financial advisor. Stretto is the
claims agent, maintaining the page:
https://case.stretto.com/dioceseofbuffalo/docket.

The Office of the U.S. Trustee appointed a committee of unsecured
creditors on March 12, 2020.  The committee is represented by
Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese &
Weishaar, PC.


DODGE DATA & ANALYTICS: $130M Bank Debt Trades at 21% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Dodge Data &
Analytics LLC is a borrower were trading in the secondary market
around 78.563 cents-on-the-dollar during the week ended Fri., Nov.
4, 2022, according to Bloomberg's Evaluated Pricing service data.

The US$130 million facility is a term loan.  The loan is scheduled
to mature on February 23, 2030.   The amount is fully drawn and
outstanding.

Dodge Data & Analytics LLC provides software solutions. The Company
offers analytics and software-based workflow integration solutions
for the construction industry.



DUNN PAPER: $230M Bank Debt Trades at 29% Discount
--------------------------------------------------
Participations in a syndicated loan under which Dunn Paper Inc is a
borrower were trading in the secondary market around 70.54
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$230 million facility is a term loan.  The loan is scheduled
to mature  on August 26, 2022. About US$207 million of the loan is
drawn and outstanding.

Dunn Paper, Inc. manufactures specialty papers. The Company
produces flexible packaging, label papers, bags, gift wrap, and
food packaging products.




DUNN PAPER: $55M Bank Debt Trades at 29% Discount
-------------------------------------------------
Participations in a syndicated loan under which Dunn Paper Inc is a
borrower were trading in the secondary market around 70.58
cents-on-the-dollar during the week ended Fri., Nov. 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$55 million facility is a term loan.  The loan is scheduled
to mature on August 26, 2022.   About US$53 million of the loan is
drawn and outstanding.

Dunn Paper, Inc. manufactures specialty papers. The Company
produces flexible packaging, label papers, bags, gift wrap, and
food packaging products.




DURAN TRANSFER: Seeks Approval to Hire Schaffner as Accountant
--------------------------------------------------------------
Duran Transfer, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to employ Schaffner,
Knight, Minnaugh, Co. as its accountant.

The firm's services include:

     (a) providing the Debtor with financial and accounting
advice;

     (b) assisting the Debtor in the preparation of its tax
returns;

     (c) assisting the Debtor in the preparation of its monthly
operating reports and disclosure statement;

     (d) assisting the Debtor with its response to the Internal
Revenue Service tax claims, including testifying in court, if
necessary; and,

     (e) performing other accounting services for the Debtor.

The firm's hourly rates range from $130 to $275.

As disclosed in court filings, Schaffner neither holds nor
represents interest adverse to the Debtor and its estate.

The firm can be reached through:

     Dennis Grow, CPA
     Schaffner, Knight, Minnaugh & Co., P.C.
     1545 West 38th Street
     Erie, PA 16508,
     Phone: (814) 454-199P
     Fax: (814) 454-9476
     Email: dgrow@skmco.com

                     About Duran Transfer

Duran Transfer, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-10431) on
Sept. 23, 2022, with up to $500,000 in both assets and
liabilities. William G. Krieger has been appointed as Subchapter V
trustee.

Judg: Jeffery A. Deller oversees the case.

Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, PC and
Schaffner, Knight, Minnaugh, Co. serve as the Debtor's legal
counsel and accountant, respectively.


EDWARD D. HIRSCH: Seeks to Hire Rosenhouse Group as Accountant
--------------------------------------------------------------
Edward D. Hirsch MD, P.A. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Rosenhouse
Group, PC as its accountant.

The firm's services include:

     a. preparing and filing tax returns.

     b. preparing or reviewing the monthly operating reports;

     c. assisting the Debtor in the preparation of any work
appropriate to this Chapter 11 proceeding;

     d. analyzing the cash flows and profitability of the Debtor's
business;

     e. preparing or reviewing the financial budgets, projections,
project cost and profitability estimates;

     f. tax compliance filings and matters; and

     g. reviewing and analyzing the reporting of cash collateral
and any debtor-in-possession financing arrangements and budgets.

The firm will be paid at these rates:

     Managing Director                $385 per hour
     Director                         $295 per hour
     Senior Associate                 $185 per hour
     Bookkeeper/Tax Associate/Admin   $135 per hour

David Rosenhouse, director at Rosenhouse Group, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     David Rosenhouse
     Rosenhouse Group, PC
     9259 NW 43rd Ct
     Coral Springs, FL 33065
     Tel: (972) 991-4272
     Email: drosenhouse@ntcg-tax.com

                     About Edward D. Hirsch MD

Edward D. Hirsch MD, P.A. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-13283) on April 27, 2022, with as much as $1 million in both
assets and liabilities. Carol Fox, senior managing director at
GlassRatner, serves as Subchapter V trustee.

Judge Scott M. Grossman oversees the case.

Alan R. Crane, Esq., at Furr and Cohen, P.A. and Rosenhouse Group,
PC serve as the Debtor's legal counsel and accountant,
respectively.


ELITE HOME: Unsecureds to Get Up to 14% in Committee Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors submitted a First
Amended Chapter 11 Plan of Liquidation and a First Amended
Disclosure Statement for Elite Home Products, Inc.

The Debtor commenced the Chapter 11 Case aiming to pursue an
orderly winddown of its business with the goal to pay down the
Debtor's secured obligations to M&T Bank.  Shortly after filing the
Chapter 11 Case, the Debtor started receiving a variety of interest
in the Debtor's business and business assets, although the Debtor
did not undertake efforts to promote the sale of such assets.

In April 2022, the Debtor retained Getzler to assist the Debtor
with preparing due diligence packages to provide to interested
parties. Following its discussions with potential purchasers, the
Debtor described the interest in its business as "limited and
modest at best[,]" and that interested parties primarily focused on
the Debtor's (a) goodwill; (b) intellectual property; and (c)
business with Amazon and inventory maintained at Amazon
(collectively, the "Non-Warehouse Assets").  The Debtor also
received limited interest in the remaining inventory stored in its
warehouse (the "Warehouse Inventory"), which the Debtor described
as constituting "mainly odds and ends, broken sets, unique sets,
and older styles."

Based on the limited interest received from prospective purchasers,
the Debtor refrained from engaging in further advertising or
promotion of its assets and pursued the following bankruptcy
sales:

   1. Warehouse Inventory Sale.  On May 25, 2022, the Debtor filed
its Motion for an Order Approving Proposed Private Sale of Certain
Inventory of the Debtor Free and Clear of Liens, Claims and
Encumbrances [Docket No. 120] (the "Warehouse Inventory Sale
Motion"), requesting, inter alia, the Bankruptcy Court to approve
the sale of its Warehouse Inventory to Hilco Wholesale Solutions,
LLC for $70,000.00 (the "Warehouse Inventory Sale"). On May 31,
2022, the Bankruptcy Court entered an order authorizing the Debtor
to close on the Warehouse Inventory Sale (the "Warehouse Inventory
Sale Order").

   2. Subject Asset Sale.  In accordance with the Debtor's overall
strategy for the Chapter 11 Case, on May 28, 2022, the Debtor filed
its Motion for Orders (I) Approving (A) a Joint Stalking Horse Bid
for Certain Assets of the Debtor; (B) Form of Notice Soliciting
Competing Bids and Bidding and Auction Procedures, (C) Scheduling a
Hearing to Approve the Winning Bid, and (D) Granting Certain Other
Related Relief and (II) Authorizing the Sale of those Certain
Assets Free and Clear of Liens, Claims and Encumbrances, and
Granting Certain Other Related Relief (the "Non-Warehouse Sale
Motion"), requesting, inter alia, seeking authority to proceed with
a bidding and auction process in order to consummate a sale of the
Debtor's Non-Warehouse Assets (the "Non-Warehouse Asset Sale").
Pursuant to the Non-Warehouse Asset Sale Motion, the Debtor
proposed to sell the Non-Warehouse Assets in a joint bid of $86,000
(the "Stalking Horse Bid"), subject to higher and better offers. On
June 28, 2022, after the Debtor failed to receive an offer in
excess of the Stalking Horse Bid, the Bankruptcy Court entered an
order authorizing the Debtor to close on the Non-Warehouse Asset
Sale.

Pursuant to the Plan, the Creditors Committee proposes an orderly
liquidation of the Debtor's remaining Assets.  The Plan provides
that all funds realized from the collection and liquidation of the
Debtor's Assets will be paid to creditors on account of their
allowed claims in accordance with the distributive priorities of
the Bankruptcy Code and the Plan.

The Plan will be implemented by establishing a Liquidation Trust
that will be administered by the Liquidation Trustee. On the
Effective Date, the Debtor's Assets will be transferred to the
Liquidation Trust for the benefit of Holders of Allowed Claims.
Thereafter, the Liquidation Trustee will be responsible for
liquidating the Assets, including the pursuit and resolution of any
Causes of Action in accordance with the terms of the Plan.

Under the Plan, Class 3 General Unsecured Claims total
approximately $7,000,000 to $13,000,000. The Plan Proponent further
projects that at least approximately $1,000,000 will be available
to satisfy the Allowed General Unsecured Claims. Each Holder of an
Allowed Class 3 Claim shall receive its Pro Rata Distribution from
the Liquidation Trust as determined by the Liquidation Trustee in
accordance with the Plan and the Liquidation Trust Agreement.
Distributions to Holders of Allowed Class 3 Claims shall be made on
(i) the date that the Liquidation Trustee determines is appropriate
to make Distributions to Holders of Class 3 Claims, or (ii) such
other date as may be ordered by the Bankruptcy Court. Creditors
will recover 7% to 14% of their claims. Class 3 is impaired.

Co-Counsel for the Official Committee of Unsecured Creditors:

     Douglas T. Tabachnik, Esq.
     Juliet T. Wyne, Esq.
     LAW OFFICES OF DOUGLAS T. TABACHNIK, P.C.
     Woodhull House, 63 West Main Street, Suite C
     Freehold, NJ 07728
     Tel: (732) 780-2760
     E-mail: dtabachnik@dttlaw.com

          - and -

     Harley J. Goldstein, Esq.
     Matt E. McClintock, Esq.
     GOLDSTEIN & MCCLINTOCK LLLP
     111 W. Washington Street, Suite 1221
     Chicago, IL 60602
     Tel: (312) 337-7700
     E-mail: mattm@goldmclaw.com

A copy of the Disclosure Statement dated Oct. 28, 2022, is
available at https://bit.ly/3DoTjjG from PacerMonitor.com.

                    About Elite Home Products

Elite Home Products, Inc., a home textile company in Saddle Brook,
N.J.  At the peak of its operations, the Debtor supplied a wide
variety of finished textile products, including sheets sets, duvet
sets, blankets, towels, quilts, and comfortable ensembles, and
offered specialized distribution methods for wholesalers and
retailers of various sizes.  

Elite Home Products sought bankruptcy protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-12353) on
March 24, 2022, with $6,314,175 in assets and $11,104,637 in
liabilities. Scott R. Perretz, president of Elite Home Products,
signed the petition.

The Debtor tapped Genova Burns, LLC as bankruptcy counsel; Winne
Banta Basralian and Kahn, P.C. as special counsel; Getzler Henrich
and Associates, LLC as financial advisor; and SAX, LLP as
accountant.


ELITE METAL: Business Income to Fund Plan Payments
--------------------------------------------------
Elite Metal Building and Roofing, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Plan of
Reorganization for Small Business dated November 1, 2022.

Since Sept. 25, 2009, the Debtor has been in the business of
construction supervision.

The Debtor is currently the general contractor for a large
residential construction project.  The Debtor anticipates a profit
of between 2% to 4% of the gross contract which will be completed
within 3-5 years in the amount of $2,000,000 or between $40,000 to
$80,000 total profit which will be utilized to fund the Plan.
Accordingly, the Debtor is proposing to pay its creditors $42,000
over the next 60 months in equal monthly installments of $700.

The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of approximately $700 a
month. The final Plan payment is expected to be paid within 60
months of the Effective Date.

Class 1 consists of the secured claim of the Small Business
Administration. The SBA's secured claim in Class 1 in the amount of
$4,537 plus prepetition interest will be paid in 24 equal monthly
installments of $200 until paid in full. This Class is impaired.

Class 2 consists of Non-priority unsecured creditors. The members
of Class 2 will receive 24 payments in the amount of $500 and 36
payments of $700.  This Class is impaired.

Class 3 consists of Equity security holder of the Debtor. Equity
security holders will not receive a distribution under the Plan,
but will retain their interests in the Debtor. This Class is
unimpaired.

Property of the estate will revest in the Debtor, and the treatment
of creditors as proposed under this Plan will be funded by the
Debtor's income and cash flow from the ordinary business of the
Debtor.

A full-text copy of the Plan of Reorganization dated November 1,
2022, is available at https://bit.ly/3Ujj10b from PacerMonitor.com
at no charge.

Attorney for the Plan Proponent:

     Susan D. Lasky, Esq.
     320 S.E. 18th St.
     Ft. Lauderdale, FL 33316
     Telephone: (954) 400-7474
     Facsimile: (954) 206-0628
     Email: Sue@SueLasky.com

              About Elite Metal Building and Roofing

Elite Metal Building and Roofing, LLC, filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case No. 22-16032) on Aug. 4, 2022, listing as much as $1
million in both assets and liabilities.  Panagis Vittoratos,
manager, signed the petition.

Judge Peter D. Russin oversees the case.

Susan D. Lasky, Esq., serves as the Debtor's bankruptcy counsel.


ELWOOD ENERGY: Moody's Affirms Ba2 Rating on Senior Secured Bond
----------------------------------------------------------------
Moody's Investors Service affirmed the rating on Elwood Energy
LLC's 8.159% senior secured bond due 2026 at Ba2 and changed the
rating outlook to negative from stable.

Affirmations:

Issuer: Elwood Energy LLC

Senior Secured Regular Bond/Debenture, Affirmed Ba2

Outlook Actions:

Issuer: Elwood Energy LLC

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The rating action reflects the deteriorating business environment
for Elwood's collection of 1.35 GW of peaking units, which
primarily rely on PJM Interconnection, L.L.C. (Aa2 stable) capacity
auction revenues for debt service. PJM capacity prices have
continued to decline, especially in the COMED zone where Elwood
competes, and Moody's expect COMED will no longer receive premium
auction pricing as it has in prior years. In late 2021, Illinois
passed legislation that subsidizes nuclear facilities, causing some
to rescind plans for retirement. This legislation substantially
increased supply bid into the capacity market in January 2022's
2023/2024 auction, contributing to the low overall auction price of
$34.13 per MW-day and eliminating locational pricing advantages
previously afforded to the COMED zone. Moody's does not expect
substantial auction price increases for the upcoming 2024/2025
capacity price auction, currently scheduled for December 2022.

Compounding the declining capacity revenue is the size of annual
debt service requirements over the next two years. Since mid-2017,
Elwood has generated strong cash flows due to premium capacity
pricing in the COMED zone, which helped it cover required principal
amortization with payments sculpted to peak in January 2022 at $27
million. Due to this, Moody's expect 2022 year end debt service
coverage ratio (DSCR) at around 1.5x. Scheduled amortization steps
down to $21 million in 2023 and $10 million in 2024.  Because of
the weak capacity auction results and scheduled debt service
requirements in 2023 and 2024, Moody's calculate that Elwood's DSCR
will fall and remain below 1.0x.

Mitigating these considerations are Elwood's very low leverage,
strong liquidity position owing to structural features in the
financing document and to the sponsor group which has made
substantial investments in the assets over the last several years.
Elwood's leverage, which at September 30, 2022 was below 1x Debt to
EBITDA, is expected to decline to $35 million in January 2023 after
the next scheduled amortization payment. In addition to the six
month debt service reserve, Elwood's financing document includes a
PSA contingency reserve that traps cash at Elwood if it fails a
48-month forward looking and backward looking 1.4x DSCR test.  The
reserve is in effect with about $3.5 million in trapped cash at
09/30/2022 as management's forecasted coverage ratios are now below
the 1.4x trigger. Moody's also understand that there is $19 million
in the distribution suspense account that is subject to similar
conditions for release. These internal cash reserves will be used
to support debt service in 2023.  The project also has access to a
$20 million working capital facility with JEC that is currently
undrawn and there are no restrictions on the use of the working
capital facility for debt service.

Elwood Energy is owned by a 50%/50% joint venture between a
subsidiary of Electric Power Development Co., Ltd. (J-Power, A2
negative), a large, diversified Japanese power generation company,
and a subsidiary of John Hancock Life Insurance Company (A2
stable), which Moody's evaluates on a consolidated basis with
Manulife Financial Corp. US Operations. The ownership has made
substantial investments in Elwood in recent years, including $21
million in 2021 for major maintenance for hot gas path inspections
for units 5 and 7, $13 million in 2020 to build a lateral gas
pipeline connection to the Allianz pipeline (thus retaining fuel
supply diversity) and $20 million in 2019 to add blackstart
capabilities which it is contracted to provide to PJM from
2020-2025. Elwood has also entered into a 600MW heat rate call
option (HRCO) with J.Aron that provides $3.6 million of incremental
revenue annually through December 2023.

Outlook

The negative outlook reflects Moody's view that Elwood's DSCR will
fall below 1x and that it will rely upon internal liquidity support
to meet obligations in 2023 and 2024. It also assumes that PJM
capacity auction prices will remain weak.

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

Factors that could lead to an Upgrade

Given the low future COMED capacity prices and high debt service
in the near term, a rating increase is unlikely at this time.

Factors that could lead to a Downgrade

If the sponsors fail to manage their internal cash resources in a
manner that supports Elwood's creditors, particularly over the next
two years

If the PJM auction results end up being materially worse than
expected and prices in COMED decline relative to the 2023/24
outcome

If Elwood is unable to produce power in a scarcity situation for
an extended period of time or experiences a major operational
disruption

Profile

Elwood Energy LLC owns a 9-unit gas-fired power plant located in
Elwood, Illinois. It competes in the COMED sub-region of PJM and
operates as a peaking facility with an average capacity utilization
factor around 2-5%.

Methodology

The principal methodology used in this rating Power Generation
Projects Methodology published in January 2022.


ESJ TOWERS: Committee Taps MRO Attorneys at Law as Counsel
----------------------------------------------------------
The official committee of unsecured creditors of ESJ Towers, Inc.
received approval from the U.S. Bankruptcy Court for the District
of Puerto Rico to employ MRO Attorneys at Law, LLC to handle its
Chapter 11 case.

Myrna Ruiz-Olmo, Esq., the firm's attorney who will work primarily
in the case, will be paid at her hourly rate of $300 and will be
reimbursed for work-related expenses incurred. Associate attorneys
and paraprofessionals at the firm charge $150 per hour and $90 per
hour, respectively.

Ms. Ruiz-Olmo disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Myrna L. Ruiz-Olmo, Esq.
     MRO Attorneys at Law, LLC
     PO Box 367819
     San Juan, PR 00936-7819
     Tel. 787-404-2204
     Email: mro@prbankruptcy.com

                         About ESJ Towers

ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury
apartments and condo units at ESJ Towers have direct access to Isla
Verde Beach, widely considered one of the best in Puerto Rico.

ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as
$50 million in both assets and liabilities. ESJ President Keith St.
Clair signed the petition.

Judge Enrique S. Lamoutte Inclan oversees the case.

The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill,
PSC Law Offices as legal counsel; Ramon Luis Nieves, Esq., at RL
Legal Consulting Services, LLC as special counsel; Dage Consulting
CPAS, PSC as financial advisor; and De Angel & Compania, CPA, LLC
as auditor.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 12, 2022. MRO Attorneys at Law, LLC
and Dage Consulting CPAS, PSC serve as the committee's legal
counsel and financial advisor, respectively.


EYP GROUP: Gets Uncontested Confirmation for Chapter 11 Plan
------------------------------------------------------------
Jeff Montgomery of Law360 reports that New York-based architectural
and design firm EYP Group Holdings and its affiliates secured an
uncontested Chapter 11 confirmation in Delaware Tuesday, November
1, 2022, in a peaceful outcome that beat even the presiding judge's
initial expectations.

Classes A1 (LPC Claims), A2A (Birdsey and Watkins Indemnification
Claims), B1 (Redemption Note Claims), C1 (Group I/II Noteholder
Claims, Including SBS Noteholder Claims), C2 (SBS Equity Owner
Claims), and C3 (General Unsecured Claims) were eligible to vote on
the Plan and all voted to accept the Plan.

Judge Mary Walrath entered conclusions of law, and an order
confirming the Plan on Nov. 1, 2022.

The Plan contemplates a fair and efficient distribution of the sale
proceeds generated by the going concern sale of substantially all
of the Debtors' assets and is premised on a comprehensive
settlement with and among numerous stakeholders (the "Global
Settlement"), which the Debtors seek to approve under Bankruptcy
Rule 9019 through the terms of the Plan. Key components of the
Global Settlement include settlements by and among the LPC Parties,
the Debtors and their Estates, the Creditors' Committee, the Group
I and Group II Noteholders (including SBS Noteholders in their
capacities as such and in their capacities as SBS Equity Owners),
and the Redemption Noteholders of the Claims (the "LPC Settlement")
and with Tom and Karen Birdsey (the "Birdsey Settlement"), each
arising out of or related to the 2016 ESOP Transaction (including
the issuance of the LPC Note) as well as the Debtors'
indemnification obligations that stem from the litigation commenced
by certain Noteholder Parties and pending against the various
indemnified parties, including the LPC Parties.

Specifically, by its terms, the LPC Settlement increases
distributable proceeds to the fulcrum creditors (namely, the Group
I and Group II Noteholders) by close to $6.5 million in the
aggregate (as compared to the distributions set out in the Initial
Plan). The increased distributable proceeds are the result of the
LPC Parties' reduction of their Claims that were asserted in a
liquidated amount of at least $7.95 million in exchange for the
dismissal of pending litigation and releases of related claims and
causes of action.  The LPC Parties' agreement to the terms of the
LPC Settlement is, thus, conditioned upon approval of the releases
granted to the LPC Parties under Sections 6.4 and 6.5 of the Plan
and the receipt by the LPC Parties of executed general releases in
favor of the LPC Parties and their respective Related Parties by
certain holders of Claims and Equity Interests as required under
Sections 4.6 and 8.2 of the Plan.

Further, the Birdsey Settlement likewise increases the
distributable proceeds to other Group I Noteholders and to Group II
Noteholders as Tom and Karen Birdsey (the "Birdseys") agreed to
reallocate their total recovery under the Plan on account of $4.0
million of their Group I Notes to other Group I Noteholders and to
Group II Noteholders, in exchange for, among other things, a
general release granted by each of the plaintiffs in the New York
Litigation, LPC and each of the Creditors' Committee Members.

The Global Settlement is also premised on the waiver of accrued
interest by the Redemption Noteholders (a structurally senior
Class), allowing reallocation of close to $1 million in proceeds to
Group I and Group II Noteholders, as well as the compromise and
reallocation of distributions between Group I Noteholders and Group
II Noteholders (including the SBS Noteholders).  

The Debtors believe the Plan represents the most favorable
recoveries attainable under the circumstances and provides for the
quick, fair and efficient allocation of proceeds, which would be
significantly decreased absent the Global Settlement embodied in
the Plan.

                    About EYP Group Holdings

EYP Group Holdings, Inc., is an integrated design firm specializing
in higher education, healthcare, government and science and
technology.

EYP Group Holdings and affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 22-10367) on April 24,
2022. In the petition filed by Kefalari Mason, as authorized
officer, EYP Group Holdings estimated assets between $50 million
and $100 million and liabilities between $100 million and $500
million.

The cases are assigned to Judge Mary F. Walrath.

The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Hollingsworth LLP as special counsel; Carl Marks Advisory Group,
LLC as investment banker, and Alex Roque of Berkeley Research
Group, LLC as interim chief financial officer. Epiq Corporate
Restructuring, LLC is the claims and noticing agent and
administrative advisor.

Ault Alliance, Inc., the DIP lender, is represented by Mintz Levin
Cohn Ferris Glovsky and Popeo, P.C. and Morris Nichols Arsht &
Tunnell, LLP.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on May 4, 2022.  The committee is
represented by Bernstein Shur Sawyer & Nelson, P.A.


EYP GROUP: Submits Second Amended Plan
--------------------------------------
EYP Group Holdings, Inc., et al. submitted a Second Amended Joint
Chapter 11 Plan of Liquidation.

The Debtors in these chapter 11 cases are: EYP Group Holdings,
Inc., EYP Holdings, Inc., EYP, Inc., EYP Architecture &
Engineering, P.C., EYP Architecture & Engineering of CT, Inc., EYP
Architecture & Engineering of NJ, Inc., EYPAE, Inc., WHR
Architecture, P.C. and WHR Design, P.C.

The Plan contemplates a fair and efficient distribution of the sale
proceeds generated by the going concern sale of substantially all
of the Debtors' assets and is premised on a comprehensive
settlement with and among numerous stakeholders (the "Global
Settlement"), which the Debtors seek to approve under Bankruptcy
Rule 9019 through the terms of this Plan. Key components of the
Global Settlement include settlements by and among the LPC Parties,
the Debtors and their Estates, the Creditors' Committee, the Group
I and Group II Noteholders (including SBS Noteholders in their
capacities as such and in their capacities as SBS Equity Owners),
and the Redemption Noteholders of the Claims (the "LPC Settlement")
and with Tom and Karen Birdsey (the "Birdsey Settlement"), each
arising out of or related to the 2016 ESOP Transaction (including
the issuance of the LPC Note) as well as the Debtors'
indemnification obligations that stem from the litigation commenced
by certain Noteholder Parties and pending against the various
indemnified parties, including the LPC Parties.

Specifically, by its terms, the LPC Settlement increases
distributable proceeds to the fulcrum creditors (namely, the Group
I and Group II Noteholders) by close to $6.5 million in the
aggregate (as compared to the distributions set out in the Initial
Plan). The increased distributable proceeds are the result of the
LPC Parties' reduction of their Claims that were asserted in a
liquidated amount of at least $7.95 million in exchange for the
dismissal of pending litigation and releases of related claims and
causes of action. The LPC Parties' agreement to the terms of the
LPC Settlement is, thus, conditioned upon approval of the releases
granted to the LPC Parties under Sections 6.4 and 6.5 of the Plan
and the receipt by the LPC Parties of executed general releases in
favor of the LPC Parties and their respective Related Parties by
certain holders of Claims and Equity Interests as required under
Sections 4.6 and 8.2 of the Plan.

Further, the Birdsey Settlement likewise increases the
distributable proceeds to other Group I Noteholders and to Group II
Noteholders as Tom and Karen Birdsey (the "Birdseys") agreed to
reallocate their total recovery under the Plan on account of $4
million of their Group I Notes to other Group I Noteholders and to
Group II Noteholders, in exchange for, among other things, a
general release granted by each of the plaintiffs in the New York
Litigation, LPC and each of the Creditors' Committee Members.

The Global Settlement is also premised on the waiver of accrued
interest by the Redemption Noteholders (a structurally senior
Class), allowing reallocation of close to $1 million in proceeds to
Group I and Group II Noteholders, as well as the compromise and
reallocation of distributions between Group I Noteholders and Group
II Noteholders (including the SBS Noteholders). Additional
settlement discussions with certain parties are ongoing, and, to
the extent further settlements are reached with such additional
parties, certain Carved-Out Parties (as defined below) may become
Released Parties under the Plan, and the Debtors intend to seek the
Bankruptcy Court's approval of such additional and further
settlements at the Confirmation Hearing or thereafter.

The Debtors believe the Plan represents the most favorable
recoveries attainable under the circumstances and provides for the
quick, fair and efficient allocation of proceeds, which would be
significantly decreased absent the Global Settlement embodied in
the Plan.

The Plan will treat claims as follows:

   * Class Category A - Claims Against EYP, Inc. and/or the
Licensed Operating Debtors.  Class A3 General Unsecured Claims will
be paid in full from the distributable cash so as to render such
Claim Unimpaired (including any amounts on account of postpetition
interest to which such Claim is entitled under applicable law).
Class A3 is unimpaired.

   * Class Category B - Claims Against EYP Holdings, Inc.  Class B2
General Unsecured Claims will be paid in full from the
distributable cash so as to render such Claim Unimpaired (including
any amounts on account of postpetition interest to which such Claim
is entitled under applicable law). Class B2 is unimpaired.

   * Class Category C - Claims Against EYP Group Holdings, Inc.
Class C3 General Unsecured Claims will each receive its Pro Rata
Share of $50,000 from Distributable Cash, not to exceed 35% in
recoveries on account of any Allowed General Unsecured Claim, in
full and final satisfaction of such Claim; provided that any
amounts remaining of the $50,000 after payment of Claims in Class
C3 will be paid to holders of Claims in Class C1. Class C3 is
impaired.

Counsel to the Debtors:

     R. Craig Martin, Esq.
     Aaron S. Applebaum, Esq.
     DLA PIPER LLP (US)
     1201 N. Market Street, Suite 2100
     Wilmington, DE 19801
     Tel: (302) 468-5700
     Facsimile: (302) 394-2341
     E-mail: Craig.Martin@us.dlapiper.com
             Aaron.Applebaum@us.dlapiper.com

          - and -

     Richard A. Chesley, Esq.
     Oksana Koltko Rosaluk, Esq.
     DLA PIPER LLP (US)
     444 West Lake Street, Suite 900
     Chicago, Illinois 60606
     Tel: (312) 368-3974
     Fax: (312) 251-5874
     E-mail: Richard.Chesley@us.dlapiper.com
             Oksana.KoltkoRosaluk@us.dlapiper.com

A copy of the Disclosure Statement dated Oct. 28, 2022, is
available at https://bit.ly/3TRJpy3 from Epiq11, the claims agent.

                    About EYP Group Holdings

EYP Group Holdings, Inc., is an integrated design firm specializing
in higher education, healthcare, government and science and
technology.

EYP Group Holdings and affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 22-10367) on April 24,
2022. In the petition filed by Kefalari Mason, as authorized
officer, EYP Group Holdings estimated assets between $50 million
and $100 million and liabilities between $100 million and $500
million.

The cases are assigned to Judge Mary F. Walrath.

The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Hollingsworth LLP as special counsel; Carl Marks Advisory Group,
LLC as investment banker, and Alex Roque of Berkeley Research
Group, LLC as interim chief financial officer. Epiq Corporate
Restructuring, LLC is the claims and noticing agent and
administrative advisor.

Ault Alliance, Inc., the DIP lender, is represented by Mintz Levin
Cohn Ferris Glovsky and Popeo, P.C. and Morris Nichols Arsht &
Tunnell, LLP.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on May 4, 2022. The committee is
represented by Bernstein Shur Sawyer & Nelson, P.A.


FAST RADIUS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Three affiliates that concurrently filed voluntary  petitions for
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                     Case No.
     ------                                     --------
     Fast Radius, Inc. (Lead Case)              22-11051
     113 N. May Street
     Chicago, IL 60607

     Fast Radius Operations, Inc.               22-11052
     113 N. May Street
     Chicago, IL 60607

     Fast Radius PTE Ltd.                       22-11053
     31 Alps Avenue
     Singapore 498784

Business Description: Fast Radius is a cloud manufacturing and
                      digital supply chain company.

Chapter 11 Petition Date: November 7, 2022

Court: United States Bankruptcy Court
       District of Delaware

Debtors' Counsel: R. Craig Martin, Esq.
                  DLA PIPER LLP (US)
                  1201 North Market Street, Suite 2100
                  Wilmington, DE 19801
                  Tel: (302) 468-5700
                  Fax: (302) 394-2341
                  Email: craig.martin@us.dlapiper.com

                     - and -

                  Rachel Ehrlich Albanese, Esq.
                  1251 Avenue of the Americas
                  New York, New York 10020
                  Tel: (212) 335-4500
                  Fax: (212) 335-4501
                  Email: rachel.albanese@us.dlapiper.com

                     - and -

                  W. Benjamin Winger, Esq.
                  444 West Lake Street, Suite 900
                  Chicago, Illinois 60606
                  Tel: (312) 368-4000
                  Fax: (312) 236-7516
                  Email: benjamin.winger@us.dlapiper.com

Debtors'
Co-Counsel:       BAYARD, P.A.

Debtors'
Investment
Banker:           LINCOLN PARTNERS ADVISORS LLC

Debtors'
Financial
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Notice,
Claims,
Administrative,
Solicitation &
Balloting
Agent:            STRETTO, INC.

Total Assets as of June 30, 2022: $69,329,000

Total Liabilities as of June 30, 2022: $55,212,000

The petitions were signed by Patrick McCusker as authorized
signatory.

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

https://www.pacermonitor.com/view/P3ZHEBA/Fast_Radius_Inc__debke-22-11051__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/MDUC75I/Fast_Radius_Operations_Inc__debke-22-11052__0001.0.pdf?mcid=tGE4TAMA

https://www.pacermonitor.com/view/MKSEK2I/Fast_Radius_PTE_LTD__debke-22-11053__0001.0.pdf?mcid=tGE4TAMA

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. Palantir Technologies Inc.       Trade Payable       $2,906,250
1555 Blake Street
Suite 250
Denver, CO 80202
United States
Attn: Ryan Taylor
Title: Chief Legal And Business
Affairs Officer
Tel: 650-252-0276
Email: jdaley@palantir.com

2. United Parcel Service             Trade Payable      $1,500,000

General Services Co.
55 Glenlake Parkway
Atlanta, GA 30328
United States
Attn: Eric Woltering
Title: Director of M&A
Tel: 404-828-6000
Email: nbrothers@ups.com

3. Russel Precision & Solution       Trade Payable        $888,365
678 Nathan Rd Room C, 15/F
Hua Chiao Commercial C
Mongkok,
Hong Kong
Attn: Mr. Ivan Liu
Title: President
Tel: 86-189-1409-8761;
     86-512-6271-8492
Email: Hijklmn_005@hotmail.com

4. Jasonmould Industrial             Trade Payable        $485,048
Company Co., Ltd.
Junxi Industrial Zone Of
Longgang Village
Longxi Town
Boluo County
Huizhou City, 51681
China
Attn: Eva Zhang
Title: Account Manager
Tel: 86-752-668-2869
Email: info@jasonmolding.com

5. Carbon                             Trade Payable       $425,252
1089 Mills Way
Redwood City, CA 94063
United States
Attn: Craig Carlson
Title: CTO
Tel: 650-285-6307
Email: Craig@Carbon3D.com

6. Xintianjian Industry Co. Limited   Trade Payable       $410,402
Baoyuanquan 1st Industrial Zone
Donghuan Road
Shajing Town,
China
Attn: Legal Department
Tel: 86-0769-8239-1669
Email: Katie@Xtj-Tech.com

7. Google Inc.                        Trade Payable       $369,786
2710 Gateway Oaks Dr
Ste 150N
Sacramento, CA 95833
United States
Attn: Corporation Service Company
Tel: 650-253-0000
Email: google-legal-support@google.com

8. Donnelley Financial Solutions      Trade Payable       $311,029
35 West Wacker Drive
Chicago, IL 60601
United States
Attn: Eric Foster
Title: EVP & CIO
Tel: 1-800-823-5304
Email: Eric.Foster@Dfinsolutions.com

9. Decatur Mold                       Trade Payable       $242,076
3330 State Hwy 7
North Vernon, IN 47265
United States
Attn: Rhonda Hoerle
Title: President
Tel: 812-346-5188
Email: Rhoerle@decaturmold.com

10. C&L Industries Co., Limited       Trade Payable       $196,032
Flatrm B7/F Chongming Building
72 Chenua Sha Wan Rd
Kowloon, Hong Kong
Attn: Sunny Chen
Title: President of Sales
Tel: 86-769-3336-5168
Email: sunny@clproduct.com

11. Mastergraphics                    Trade Payable       $174,343
2920 Marketplace Dr
Ste 101
Fitchburg, WI 53719
United States
Attn: Kevin Carr
Title: President
Tel: 608-256-4884
Email: Kevin.Carr@Mastergraphics.com

12. Ellison Technologies              Trade Payable       $166,207
9828 Arlee Ave
Sante Fe Springs, CA 90670
United States
Attn: Jana Brown
Title: CFO
Tel: 562-949-8311
Email: Jbrown@Ellisontechnologies.com

13. Ernst & Young LLP                 Trade Payable       $127,670
401 9th ave
New York, NY 10001
United States
Attn: Daniel Cullen
Title: Partner / Principal
Tel: 312-879-3672
Email: daniel.cullen@ey.com

14. Stratasys, Inc.                   Trade Payable       $114,800
7665 Commerce Way
Eden Prairie, MN 55344
United States
Attn: Yoav Zeif
Title: CEO
Tel: 952-937-3000
Email: Yoav.Zeif@Stratasys.com

15. Better-Mold (Dg)                 Trade Payable         $95,156
Industrial Co., Ltd
No.37, Lishang Avenue
Chang'An
Dongguan, China
Attn: Fiona Zhang
Title: Customer Support
Tel: 86-769-8285-5722
Email: Yunki@Better-Molds.com

16. Common Grounds Workplace         Trade Payable         $91,350
1635 Market Street
Floor 16
Philadelphia, PA 19103
United States
Attn: Scott Anderson
Title: COO
Tel: 856-313-5238
Email: scott_a@cgworkplace.com

17. ROD International                Trade Payable         $90,790
No. 4 Floor
Building A
5th Factory district,
Fuzhu 3rd Street
Dongguan City, 523637
China
Attn: Juan Rodriguez
Title: President
Tel: 86-137-1323-1795
Email: davis@rodintl.com

18. APIC (aplicaciones                Trade Payable        $87,325
industriales de calidad s.a. de c.v)
Av. San Rafael 9
2, 051
Parque, 52000
Mexico
Attn: Paul Vedrenne
Title: Director of Operations
Tel: 52-172-8285-0540
Email: Gabrielventosa@Apic.Com.Mx

19. Wrightwood Precision Products     Trade Payable        $79,084
4934 W Bloomingdale Ave
Chicago, IL 60639
United States
Attn: Joseph Folker
Title: President
Tel: 773-237-2737
Email: nicholas_folker@wrightwoodprecision.com

20. U.S. Customs and                     Customs      Undetermined
Border Protection                      Obligations
1300 Pennsylvania Ave. NW
Washington, DC 20229
United States
Attn: Scott K. Falk
Title: Chief Counsel
Tel: 202-344-2940
Email: Scott.K.Falk@CBP.DHS.gov


FEI HUANG: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Western Division, authorized Fei Huang, LLC to use cash collateral
on a final basis in accordance with the budget.

The Debtor requires the use of cash collateral to permit, among
other things, the orderly continuation of the operation of its
business, to maintain business relationships with employees,
vendors, suppliers and customers, to make payroll, to make capital
expenditures, and to provide for other working capital and
operational needs.

Prior to the Petition Date, the Debtor and Silver Hill Funding, LLC
entered into a Business Loan Agreement pursuant to which Silver
Hill agreed to extend a loan to the Debtor in the amount of $1.350
million, evidenced by a Promissory Note, dated February 26, 2020,
executed and delivered by Debtor to Silver Hill.

As security for repayment of the Note, the Debtor executed and
delivered to Silver Hill an Open-End Mortgage, dated February 26,
2020, recorded with the Lucas County Recorder's Office on February
28, 2020 as Instrument No. 20200228-0008652. The Mortgage granted
Silver Hill a mortgage security interest, in the real property
commonly known as 1100 North McCord Road, Toledo, Ohio 43615, PPN
6546277, as more fully described in the Mortgage.

As further security for the obligations owing pursuant to the Note,
the Debtor executed and delivered to Silver Hill an Assignment of
Rents, dated February 26, 2020. The Debtor assigned to Silver Hill
all of its title, right and interest to any and all income or
proceeds derived from the Mortgaged Property.

Silver Hill later assigned the loan to Community Loan Servicing,
LLC in September 2021.

Prior to the Petition Date, the Debtor failed to make payments
pursuant to the terms of the Note, thereby defaulting on its
obligations pursuant to the Note and other Loan Documents.

As of the Petition Date, the Debtor was indebted and liable to the
Lender in the aggregate principal amount of $1.334 million,
exclusive of accrued and unpaid interest, escrows, reserves, fees,
costs, and expenses.

The Debtor acknowledges that the proceeds of the Mortgaged
Property, including the rents, are the cash collateral of the
Lender.

As adequate protection, the Lender is granted valid, binding,
continuing, enforceable, unavoidable and fully perfected,
postpetition Liens on all of the Debtor's rights in tangible and
intangible assets, in the same order and priority as existed as to
the cash collateral as of the Petition Date.

As additional adequate protection to the Lender, the Debtor will
make monthly adequate protection payments to the Lender in the
amount of $9,075 to be made on or before the 9th calendar day of
each calendar month. Each Adequate Protection Payment will be
applied to the Obligations in accordance with the Loan Documents.

These events constitute an "Event of Default:"

     a. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor has failed to make any Adequate Protection Payment
required by the Interim Order when due and the outstanding payment
is not made within such three business days;

     b. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that a Budget Variance Report shows a variance that is a Prohibited
Variance.

     c. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor failed to timely provide the Adequate Protection
Information, in a form reasonably acceptable to the Lender;

     d. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor failed to timely provide the Adequate Protection
Information, in a form reasonably acceptable to the Lender;

     e. The Debtor's failure to file on or before November 22, 2022
(i) a motion seeking approval of a compromise among the Debtor
Webworld Entertainment, LLC, Nicholas Prodonovich, and Lender; (ii)
a motion to reject the Debtor's Assignment of Lease dated September
15, 2019, (iii) an adversary  proceeding seeking to avoid the
Purported Assignment; and/or (iv) such other or further relief as
the Debtor deems appropriate in its business judgment and in form
and substance acceptable to Lender seeking to resolve the
outstanding issues relating to rent payments from Nicholas
Prodonovich and Webworld Entertainment, LLC;

     f. The Debtor's failure to file an application or applications
seeking employment of a (i) reputable and experienced property
manager and (ii) broker for the sale of the Mortgaged Property,
reasonably acceptable to Lender, by November 18, 2022; or

     g. The Debtor's post-petition execution of a lease with a
tenant for the terms that are less than $13/square foot, triple net
terms, unless otherwise approved by prior written consent of the
Lender.

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

                      About Fei Huang LLC

Fei Huang, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-31129) on Aug. 2,
2022. In the petition filed by Mike Dong, manager, the Debtor
disclosed between $1 million and $10 million in both assets and
liabilities.

Judge John P. Gustafson oversees the case.

Matthew Thomas Gilmartin, Esq., at Mike Jaafar Law Firm, is the
Debtor's counsel.


FOUNDATION HOLDCO: Fitch Alters Outlook on 'BB' Ratings to Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Foundation Holdco LP, the parent company and successor to
Fortress Investment Group LLC, and its rated subsidiaries
(collectively Fortress) at 'BB'. Fitch has also affirmed FinCo I
LLC's senior secured debt rating at 'BB' and Fortress' Short-Term
IDR at 'B'. The Rating Outlook has been revised to Positive from
Stable.

Today's rating actions have been taken as part of a periodic peer
review of the alternative investment manager (IM) industry, which
is comprised of 11 publicly rated global firms.

KEY RATING DRIVERS

IDRs AND SENIOR DEBT

The Positive Outlook reflects the decline in Fortress' leverage
following the prepayment of $233 million of secured debt in July
2022. When SoftBank Group Corp (SBG) acquired Fortress in 2017, the
firm issued $1.4 billion of secured debt to fund the transaction,
$700 million of which was outstanding as of Sept. 30, 2022.
Fortress' adjusted leverage (debt-to-FEBITDA assuming a 35% FEBITDA
margin, which is consistent with historical margins in years before
Logan Circle was acquired), pro forma for the debt paydown, was
4.3x for the TTM ended June 30, 2022, down from 5.7x a year ago and
at the low end of Fitch's 'bb' benchmark range of 4.0x-6.0x for
alternative IMs.

Further debt prepayments and strong fee-based earnings generation
that result in sustained maintenance of adjusted leverage near the
current level over the Outlook horizon could result in a one-notch
rating upgrade.

The ratings affirmation reflects Fortress' established position as
a global alternative IM, experienced management team, stable cash
flow generation, and moderate management fee exposure to net asset
value (NAV) movements.

Rating constraints include limited revenue diversity relative to
more highly rated peers, increased assets under management (AUM)
concentration in credit funds and a fully secured funding profile.
Additionally, Fitch believes, in the near term, FEBITDA will be
negatively impacted by the loss of Fortress' largest remaining
permanent capital vehicle (PCV), New Residential Investment Corp.
(New Residential), but will improve over time as additional capital
is deployed in the credit funds.

Fitch also notes the more challenging current economic conditions,
including rising interest rates, inflationary pressures, declining
market valuations and elevated recession risk, all of which may
pressure investment performance and fundraising.

Rating constraints for alternative IMs include key person risk,
which is institutionalized throughout many limited partnership
agreements; reputational risk, which can impact the company's
ability to raise future funds; and legal and regulatory risk.

At June 30, 2022, Fortress had $44.4 billion in AUM, down 17.6%
from 2Q21. Credit private equity (PE) funds represented the largest
segment, accounting for 75.1% of Fortress' AUM and 44.3% of
management fees followed by credit hedge funds which accounted for
17.3% of Fortress' AUM and 29.3% of management fees over the TTM
ended 2Q22. Fortress' permanent capital vehicles (PCVs) represented
2.6% of AUM at 2Q22, down from 15.8% at year-end 2021 as a result
of the June 2022 termination of Fortress' management agreement with
New Residential. Fortress' increased focus on credit funds has
resulted in lower AUM diversity relative to alternative IM peers.

Capital raising has slowed over the past two years, with $4.7
billion raised in fiscal 2021 and $3.1 billion in nine-months ended
2022, following Fortress' strongest fundraising year to date in
2020, when $11.9 billion was raised. Fortress had approximately
$18.2 billion of dry powder at 2Q22. While investing this amount of
capital could take some time, Fortress' pace of deployment has
increased since the onset of the coronavirus pandemic and is
expected to continue given robust lending opportunities available
in the market.

Fortress' fee-related EBITDA (FEBITDA) margin for the TTM ended
June 30, 2022 was 21.4%, which was down from 30.5% for the TTM
ended June 30, 2021 and at the low end of Fitch's 'bbb' category
benchmark range of 20%-30% for alternative IMs. Fortress does not
report incentive income-related compensation, which Fitch adds back
to FEBITDA, therefore, Fitch-calculated FEBITDA for Fortress is
understated; particularly in years when incentive income is
significant.

Management fees in 1H22 decreased 4%, yoy, largely driven by a
decrease in fee-generating AUM (FAUM) in credit PE funds and credit
hedge funds given declines in net asset value and the
internalization of New Residential. Fitch believes a decline in
management fees from PCVs could be offset by additional management
fee growth within the credit funds over time as capital is
deployed. Still, Fitch believes there is good forward visibility
into Fortress' management fees as approximately 85% of Fortress'
AUM at 2Q22 was in permanent equity or fund structures that mature
in five or more years.

Incentive income increased 140% in 1H22, yoy, driven largely by a
$200 million termination fee from New Residential. Fortress had
$2.2 billion of undistributed incentive income, net of intrinsic
clawback but gross of compensation under employee profit sharing
arrangements, the realization of which would contribute to
additional cash flow generation over time. However, realized
incentive income can be volatile since it is dependent on the level
and timing of investment exits and fund performance.

Interest coverage (FEBITDA divided by interest expense) was 2.2x on
a TTM basis through 2Q22 or 3.6x assuming a 35% FEBITDA margin.
Fitch expects Fortress' interest coverage ratio to remain within or
above the 'bb' category benchmark range of 2.0x-4.0x.

Fortress' liquidity was adequate at 2Q22, with $849.9 million of
cash and $88.1 million of availability under its revolving loan
facility and no near-term debt maturities. Fortress had remaining
capital commitments that can be drawn by the funds on demand of
$238.9 million at 2Q22, of which $122.2 million is related to funds
that are still in their investment or commitment period.

Fortress has not paid any distributions to SBG since 2018, which
Fitch believes is consistent with the company's focus on reducing
leverage. While Fitch does not expect any distributions will be
paid in the near to intermediate term, the long-term distribution
policy remains unclear.

A Long-Term IDR of 'BB' corresponds to a 'B' Short-Term IDR
according to Fitch's "Non-Bank Financial Institutions Rating
Criteria" dated Jan. 31, 2022.

The secured debt rating is equalized with the Long-Term IDR,
reflecting Fitch's expectation of average recovery prospects for
the debt class in a stress scenario.

RATING SENSITIVITIES

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

- A sustained increase in adjusted leverage above 6.0x;

- A material decline in the FEBITDA margin, approaching 10%;

- A decline in interest coverage below 2.0x; and

- A weaker liquidity profile, which could include a significant
reduction in balance sheet cash or Fortress' contingent liquidity
facility;

- Deterioration in the credit profile of SBG combined with
inadequate limitations on SBG's ability to extract liquidity from
Fortress to the detriment of its debt holders, could also pressure
Fortress' ratings, although this is not anticipated under the
firm's current distribution policy.

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

- Sustained maintenance of adjusted leverage at-or-below 4.0x;

- Consistent FAUM growth;

- Enhanced FAUM and revenue diversity;

- Improved funding flexibility as demonstrated through access to
unsecured debt and/or more diversified funding sources; and

- Maintenance of solid liquidity levels.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The Short-Term IDR is primarily sensitive to the Long-Term IDR and
would be expected to move in tandem. At higher rating levels for
the Long-Term IDR, the Short-Term IDR would also become sensitive
to Fitch's assessment of Fortress' funding, liquidity and
coverage.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The secured debt rating is equalized with the Long-Term IDR and
would be expected to move in tandem.

SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS

Rated subsidiaries of Foundation Holdco LP include FinCo I LLC,
which indirectly owns Fortress Investment Group LLC and is the
issuer of the secured term loan. Rated subsidiaries also include
FIG Parent, LLC and FinCo I Intermediate HoldCo LLC, which, along
with Foundation Holdco LP, serve as joint and several guarantors of
the secured term loan and are shell holding companies above
Fortress Investment Group LLC. The IDRs of each entity are
equalized with those of Foundation Holdco LP.

SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES

The IDRs of FIG Parent, LLC, FinCo I LLC, FinCo I Intermediate
HoldCo LLC and Fortress Investment Group LLC are equalized with the
IDRs of Foundation Holdco LP and are, therefore, expected to move
in tandem.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating           Prior
   -----------               ------           -----
FinCo I LLC           LT IDR BB Affirmed         BB

                      ST IDR B  Affirmed         B

   senior secured     LT     BB Affirmed         BB

Foundation Holdco LP  LT IDR BB Affirmed         BB

                      ST IDR B  Affirmed         B

Fortress Investment
Group LLC             LT IDR BB Affirmed         BB

                      ST IDR B  Affirmed         B

FIG Parent, LLC       LT IDR BB Affirmed         BB
                      ST IDR B  Affirmed         B

FinCo I Intermediate
HoldCo LLC            LT IDR BB Affirmed         BB

                      ST IDR B  Affirmed         B


FREEDOM DRAIN: Seeks Use of Cash Collateral
-------------------------------------------
Freedom Drain Cleaning and Pipe Services LLC asks the U.S.
Bankruptcy Court for the District of Delaware for authority to use
cash collateral and provide adequate protection.

The Debtor requires the use of cash collateral to purchase
necessary goods and services and pay its ordinary course
operational expenses.

The Debtor asserts it is currently generating sufficient revenue to
fund its business operations with the proviso that some
post-petition creditors will be flexible with respect to the timing
of payments that become due post-petition.

On January 31, 2022, the Debtor and National Funding. Inc. entered
into the Business Loan Agreement pursuant to which National Funding
loaned $70,137 to the Debtor. The National Funding Agreement
included an Origination Fee of $1,753, required 154 daily payments
each in the amount of $578, with a total repayment amount of
$89,074.

On August 1, 2022, six months after entering into the National
Funding Agreement and within 90 days of the Petition Date. National
Funding filed a UCC-1 Financing Statement with the Delaware
Secretary of State. National Funding never entered into a DACA with
the Debtor's Bank. As of the Petition Date, Debtor owes National
Funding a balance of approximately $31,000.

On March 1, 2022, the Debtor and Revenued, LLC entered into a
Master Revenue Purchase Agreement. The Revenued Agreement provides
funding in exchange for future revenue.

As of the Petition Date, the Debtor owes Revenued a remaining
balance of $8,500. Revenued has begun collection efforts by issuing
restraining notices on the Debtor's receivables.

On June 1, 2022, the Debtor and EBF Holdings, LLC d/b/a Everest
Business Funding entered into a Revenue Based Financing Agreement
pursuant to which the Debtor sold $33,750 worth of its future
receivables to EBF for a purchase price of $25,000.

On July 6, 2022, EBF filed a UCC-1 Financing Statement with the
Delaware Secretary of State. As of the Petition Date, Debtor owes
EBF a remaining balance of $27,000.

In June 2022, the Debtor and First Electronic Bank aka Fundbox
entered into the Master Revolving Credit Agreement pursuant to
which Fundbox provided a revolving credit facility to the Debtor.
As of the Petition Date, the Debtor owes First Electronic Bank
approximately $36,000.

As adequate protection for the Debtor's use of cash collateral, the
Merchant Lenders are granted additional and replacement valid,
binding, enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens.

As further adequate protection, and to the extent provided by
sections 503(b) and 507(b) of the Bankruptcy Code, the Merchant
Lenders will be granted an allowed administrative expense claim in
the case ahead of and senior to any and all other administrative
claims in the Case to the extent of any postpetition lien
Diminution in Value.

A copy of the motion is available at https://bit.ly/3NGLB9m from
PacerMonitor.com.

       About Freedom Drain Cleaning and Pipe Services LLC

Freedom Drain Cleaning and Pipe Services LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 22-11013) on October 28, 2022. In the petition signed by Israel
J. Martinez, Jr., managing member, the Debtor disclosed up to
$500,000 in both assets and liabilities.

Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, represents
the Debtor as counsel.




GA-ALF HOLDINGS: Senior Living Community Property in Chapter 11
---------------------------------------------------------------
GA-ALF Holdings LLC filed for chapter 11 protection in the Northern
District of Georgia.

The Debtor disclosed $2,300,050 in total assets against $3,158,067
in total liabilities.  The Debtor owns the senior living community
real property located at 1358 Manchester Drive, NE, Conyers, GA
30012, valued at $2,250,000.   Secured creditor South State Bank,
N.A., has a claim of $3,140,984.

According to court filings, GA-ALF Holdings estimates 1 to 49
creditors and states that funds will be available to unsecured
creditors.

A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 29, 2022,  at 2:00 PM.

                      About GA-ALF Holdings

GA-ALF Holdings LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)).

GA-ALF Holdings LLC filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Banrk. N.D. Ga. on Case No.
22-58751) on Oct. 31, 2022.  In the petition filed by Rajesh Shah
as manager, the Debtor reported assets and liabilities between $1
million and $10 million each.

The Debtor is represented by Michael D. Robl of Robl Law Group LLC.


GANDYDANCER LLC: Now Current With MORs, Evades Dismissal
--------------------------------------------------------
Bankruptcy Judge David T. Thuma denies the U.S. Trustee's motion to
convert or dismiss GandyDancer, LLC's chapter 11 case.

The U.S. Trustee filed the motion to convert or dismiss on May 27,
2022. The U.S. Trustee's motion cites four examples of alleged
cause to convert or dismiss the Debtor's chapter 11 case: (1)
substantial or continuing loss to or diminution of the estate and
the absence of a reasonable likelihood of rehabilitation; (2)
unexcused failure to satisfy timely any filing or reporting
requirement established by this title or by any rule applicable to
a case under this chapter; (3) failure timely to provide
information or attend meetings reasonably requested by the U.S.
trustee; and (4) Failure to file a plan within a reasonable time.

At the time, the Debtor was significantly behind on filing its
monthly operating reports ("MORs") and had not filed a chapter 11
plan. As the managing member of the Debtor, Jamin Hutchens is
responsible for preparing the MORs.  She testified that she got
behind on the MORs and on filing a plan of
reorganization/liquidation because a number of difficult problems
hit her at once: (1) she moved to Florida because James Hutchens
got a job there.  In the process of moving, she lost a hard drive
with a lot of accounting information; (2) her mother and
grandmother became very ill.  Jamin took care of them as best she
could. H er grandmother died in April 2021, while her mother died
in November 2021; (3) she and James have separated and are getting
a divorce; and (4) as result of the foregoing, she became severely
depressed.

In addition, Jamin testified credibly that she is now able to focus
better and be more productive than before.  She believes she will
be able to stay current with the MORs and continuing to assist
Debtor's state court counsel getting the Rock House litigation
ready for trial.  The Debtor caught up on the MORs within a month
after the U.S. Trustee filed the motion and has remained current.
On Aug. 4, 2022, the Debtor filed a plan of liquidation and a
disclosure statement.

Judge Thuma notes that the Debtor's balance sheet is in better
shape now than in 2020, and the losses in 2021 and 2022 were
significantly offset by the income in 2020. Furthermore, Judge
Thuma observes that during the time the Debtor has been in chapter
11, it has pursued the Rock House litigation diligently — the
action is now nearly ready for trial. If successful, it would
provide a very substantial benefit for the Debtor's creditors,
potentially dwarfing the post-petition losses.

Given the likely steady increase in value of the Rock House claim
as Jamin and the Debtor's state court counsel prepared the case for
trial, the Court finds and concludes that the Debtor has not
suffered substantial or continuing loss to or diminution of its
estate. Because of this finding, the Court need not address whether
Debtor has a likelihood of rehabilitation.

The Court holds that it is appropriate to consider the totality of
the circumstances when ruling whether the Debtor's tardiness in
filing the MORs is unexcused. In this case, the Court points out to
several facts that militate in favor of excusing the lateness.
First, the Debtor is not an operating company — there is less to
learn from the MORs than if the Debtor had been operating at its
historical level, with millions of dollars flowing in and out of
its coffers. Second, the Debtor is not attempting to restart
operations, but to liquidate after the Rock House litigation
concludes, hence, there will be no feasibility issues that render
the MORs vital to the plan confirmation process. Third, Jamin has
been through a lot recently — it would not be right to ignore
these cascading difficulties. Finally, it is not in the best
interest of creditors to convert or dismiss the case.

The Debtor's main asset is the claim against Rock House. With no
attractive alternative, creditors have been willing to wait and see
how the litigation turns out, giving the Debtor the time it needs
to get the case ready for trial. The evidence indicates that,
despite her recent stress and heartache, Jamin and the Debtor's
state court counsel have been diligent in preparing the Rock House
litigation for trial, which is imminent.  The Court determines that
conversion or dismissal now could be fatal to the hopes of
creditors for a dividend.

In addition, the Court believes that the Debtor appears able to
confirm a plan -- the disclosure statement likely will be approved
in mid-November, with a plan confirmation hearing to be scheduled
for some time in January 2023.  The plan is a simple liquidation
plan, based on the net recovery from the Rock House litigation.
The Debtor may need the affirmative votes of all three creditor
classes treated under the plan, but Jamin is optimistic on that
point.  The Court finds that the Debtor has the ability to confirm
a plan of liquidation in the near future.

A full-text copy of the Opinion dated Oct. 31, 2022, is available
at https://tinyurl.com/6sms73m2 from Leagle.com.

                       About GandyDancer

GandyDancer, LLC provides underground utilities, railroad
construction, maintenance, excavation, heavy-haul transportation,
bridge construction, and demolition services. It is based in
Albuquerque, N.M.

GandyDancer filed a petition for Chapter 11 protection (Bankr. N.M.
Case No. 19-12669) on Nov. 21, 2019, listing up to $50,000 in
assets and up to $10 million in liabilities. Jamin Hutchens,
managing member, signed the petition.

Judge David T. Thuma oversees the case.

Don F. Harris, Esq., and Dennis A. Banning, Esq., at NM Financial&
Family Law serve as the Debtor's bankruptcy attorneys. The Debtor
also tapped Jennings, Haug, Keleher & McLeod, LLP and New Mexico
Law Group, P.C. as its civil litigation counsels. Carr Riggs &
Ingram, LLC serves as the Debtor's accountant.


GATES GLOBAL: S&P Rates New $575MM Senior Secured Term Loan 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Gates Global LLC's proposed $575 million senior
secured dollar-denominated term loan. The company plans to use the
proceeds from this proposed term loan along with cash from the
balance sheet to repay its existing euro-denominated senior secured
term loan (which had an outstanding balance of about $552 million
as of Oct. 1, 2022) and fund transaction expenses and fees.
Following transaction close, the company also plans to enter into a
swap arrangement that exchanges a sizeable portion of the notional
amount of the proposed dollar-denominated senior secured term loan
for euros to better match the currency profile of its debt
obligations with that of its earnings.

S&P said, "We believe this issuance improves the company's
liquidity and debt maturity profile. Following this transaction,
Gates' nearest maturities, which consist of its springing
maturities on its asset-based lending facility and revolving credit
facility, will extend to Oct. 16, 2025, and take effect if the
outstanding amount on its senior unsecured notes is greater than
$500 million on this date. The company had $568 million of senior
unsecured notes outstanding as of Oct. 1, 2022.

"Our 'B+' issue-level rating on the company's senior secured credit
facilities and 'B' issue-level rating on the senior unsecured notes
are unchanged. The '3' recovery rating on the company's senior
secured credit facilities indicates our expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery and the '5' recovery
rating on the senior unsecured notes indicates our expectation for
modest (10%-30%; rounded estimate: 15%) recovery in the event of a
payment default."

ISSUE RATINGS—RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario assumes a payment default in
2026, reflecting a sustained economic downturn that reduces
customer demand for auto and industrial replacement products,
intense pricing pressure from competitors, and execution challenges
related to the ramp up of new technologies and product offerings.

-- If Gates defaults, S&P believes a viable business model would
remain because of its diversified customer base and
cost-competitive global footprint. Therefore, S&P believes debt
holders would achieve the greatest recovery value through
reorganization rather than liquidation.

-- The recovery analysis assumes the majority of the wholly owned
non-guarantor subsidiaries provide 100% pledges of their shares
under the credit agreement and asset-backed revolver.

Simulated default assumptions

-- Simulated year of default: 2026

-- EBITDA multiple: 5.5x

-- EBITDA at emergence: $322 million

-- Jurisdiction: U.S.

-- 85% draw on cash flow revolver at default

-- 60% draw on asset-based lending revolver at default

-- Debt amounts include six months of accrued interest that S&P
assumes will be owed at default

-- Collateral value includes asset pledges from obligors (after
priority claims) plus equity pledges in non-obligors

Simplified waterfall

-- Net enterprise value at default (after 5% administrative
costs): $1.68 billion

-- Valuation split (obligors/nonobligors): 85%/15%

-- Priority claims (ABL): $127 million

-- Collateral available to first-lien debt: $1.30 billion

-- Secured first-lien debt claims: $2.14 billion

    --Recovery expectations: 50%-70%; rounded estimate: 65%

-- Non-collateral value available to unsecured debt: $252 million

-- Pari passu secured deficiency claims: $838 million

-- Senior unsecured debt claims: $586 million

    --Recovery expectations: 10%-30%; rounded estimate: 15%



GUARACHI WINE: Creditors to Get Proceeds From Liquidation
---------------------------------------------------------
Guarachi Wine Partners Inc., filed with the U.S. Bankruptcy Court
for the Central District of California a Chapter 11 Liquidating
Plan dated November 1, 2022.

The Debtor was founded by Alejandro Guarachi ("Mr. Guarachi"), has
been in business since 1985, and was formally incorporated in
January 1988. Mr. Guarachi is the Debtor's sole shareholder and its
President, Chief Executive Officer and Chief Financial Officer.

Like many companies, the Debtor suffered a downturn in business due
to the COVID19 pandemic.  The Debtor's business was also affected
by global supply chain issues, cost increases, and a significant
litigation dispute with Bodega, the Debtor's primary supplier of
Argentinian wines, which resulted in Bodega refusing to renew its
agreement with the Debtor to be the exclusive importer of Bodega
wines.

Due to the foregoing business issues and costs associated with
litigating with Bodega and another primary wine supplier, the
Debtor was unable to pay creditors as their debts became due. With
its cash balance down to a small amount and in order to obtain a
breathing spell from litigation and immediate demands for payment
by creditors and suppliers, and to afford itself an opportunity for
an improvement in demand for wine and potential cost reductions and
a hopeful successful reorganization, the Debtor decided to commence
its chapter 11 bankruptcy case on the Petition Date.

Once the Debtor determined that a viable reorganization was not
feasible, the Debtor embarked on a path to maximize the recovery of
its substantial remaining wine inventory and brands. The Debtor's
strategy worked out very well as the Debtor was able to sell a
substantial amount of its remaining inventory at market prices
while the auction sale process was conducted.

In accordance with the Court approved bidding procedures, Sherwood
Partners proceeded to conduct an auction sale of the Debtor's
remaining wine inventory and brands on October 6, 2022. Titan Wine
& Spirits, LLC ("Titan"), a company owned 99% by Mr. Guarachi (or
an affiliate of his) and owned 1% by the Debtor was the winning
bidder at the auction with a high bid of $430,080. The Court
entered an order on October 14, 2022 approving of the Debtor's
asset sale to Titan. The Debtor’s asset sale to Titan has since
closed.

As of the date hereof, the Debtor had a cash balance of
approximately $1.6 million ("Cash"). Even after the remaining
outstanding secured debt owing to CNB of approximately $317,000 is
paid in full, which is expected to occur in the coming days
pursuant to the CNB Stipulation, the Debtor will still have
approximately $1.283 million of remaining cash, all of which will
be unencumbered, and Levene, Neale Bender, Yoo & Golubchik L.L.P.
("LNBYG"), the Debtor's general bankruptcy counsel, is holding the
total sum of $90,000 resulting from six payments made by the Debtor
into LNBYG's trust account for the benefit of LNBYG and the Sub V
Trustee pursuant to the various cash collateral orders entered in
this Bankruptcy Case (the "Fee Reserve").

As set forth in the claims chart which is intended to show a worse
case scenario, after accounting for the CNB, PSI, and Kaiken
settlements, the Debtor projects that it will have $62,378.45 in
priority unsecured claims and $4,972,670.88 in general unsecured
claims, which would result in a 100% distribution on priority
unsecured claims and an estimated 27% distribution on general
unsecured claims.

Class 1 consists of all general unsecured claims of the Debtor not
included in any other class. Total estimated amount of class 1
claims is $4,972,670.88. Each holder of a class 1 allowed claim
will receive a cash payment equal to its prorated share of the
Debtor's cash after (1) liquidating all assets, including any
litigation claims and (2) paying any allowed secured,
administrative, and priority claims.  

Payments to Class 1 shall be made by the Debtor (1) at any time the
Debtor has over $1 million in cash (less reserves for pending or
estimated allowed secured, administrative and priority claims) and
(2) once all assets of the estate have been administered and all
allowed secured, administrative and priority claims have been paid
or reserved for. Class 1 will not receive interest on their
claims.

The Debtor's equity interest holders (1) Alejandro Guarachi Grantor
Trust (disregarded trust of Alejandro Guarachi) 25%, (2) Alejandro
Guarachi 2004 Trust (disregarded trust of Alejandro Guarachi) 75%,
and (3) Alejandro Guarachi, 100% owner via two disregarded trusts
(Alejandro Guarachi Grantor Trust and Alejandro Guarachi 2004
Trust). Class 2 receives no payments on account of their equity
interests during the life of the Plan, except to the extent that
there are funds after paying all allowed claims.

The Plan will be funded with the Debtor's cash on hand on the Plan
Effective Date and funds generated from all remaining assets of the
estate, including, but not limited to, Cash, AR, the Minority
Interests, and any litigation claims.

A full-text copy of the Liquidating Plan dated November 1, 2022, is
available at https://bit.ly/3fGf5b4 from PacerMonitor.com at no
charge.

Attorneys for Chapter 11 Debtor:

     Ron Bender, Esq.
     Todd M. Arnold, Esq.
     Levene Neale Bender Yoo & Golubchik L.L.P.
     2818 La Cienega Avenue
     Los Angeles, CA 90034
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     Email: rb@lnbyg.com
            tma@lnbyg.com

                  About Guarachi Wine Partners

Guarachi Wine Partners Inc. is a wine wholesaler based in
California.  It was founded by Alex Guarachi, the sole shareholder,
and has been in business since 1985. Guarachi Wine Partners sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 22-10545) on May 4, 2022.  In the petition
signed by Alejandro Guarachi, president and chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.

Judge Victoria S. Kaufman oversees the case.

Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick, LLP
is the Debtor's counsel.


GWG HOLDING: Affiliates Win Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Southern Division, authorized GWG DLP Funding IV, LLC, GWG DLP
Funding VI, LLC, and GWG DLP Funding Holdings VI, LLC, affiliates
of GWG Holdings, Inc., to use the cash collateral of the
prepetition DLP secured parties on an interim basis in accordance
with the budget, with a 15% variance.

The Debtors require the use of cash collateral to satisfy in full
the costs and expenses of administering the DLP IV Case and
preserve the value of its estate pending (1) a sale of all or
substantially all of DLP IV's assets and property or (2)
consummation of a plan of reorganization.

On April 20, 2022, GWG Holdings, Inc. and certain of its affiliates
each filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code. On October 31, 2022 (the DLP IV Petition Date),
DLP IV and DLP VI each filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code. DLP IV has continued in the
management and operation of its business and property as
debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee or examiner has been appointed in the
DLP IV Case.

DLP IV, as borrower, LNV Corporation, as lender, and CLMG Corp., as
administrative agent, are parties to the Fifth Amended and Restated
Loan and Security Agreement, dated as of December 14, 2021. Under
the Prepetition DLP IV Loan Agreement and other Transaction
Documents, the Prepetition DLP IV Secured Parties provided a
secured credit facility to DLP IV.

As of the DLP IV Petition Date, DLP IV was indebted and liable to
the Prepetition DLP IV Secured Parties under the Prepetition DLP IV
Loan Agreement in the aggregate principal amount of not less than
$275.029 million.

As adequate protection for the interests of the Prepetition DLP IV
Secured Parties in the Prepetition DLP IV Collateral, the
Prepetition DLP IV Secured Parties will receive replacement
security interests in and liens upon all now owned or hereafter
acquired assets and property of DLP IV.

To the extent of, and in an amount equal to, the any Diminution in
Value, the Prepetition DLP IV Secured Parties will have, subject to
the payment of the Carve-Out, an allowed superpriority
administrative expense claim.

The "Carve-Out" means the sum of: (i) all fees required to be paid
to the Clerk of the Court and all statutory fees payable to the
U.S. Trustee under section 1930(a) of title 28 of the U.S. Code,
together with the statutory rate of interest pursuant to 31 U.S.C.
3717 (such fees and rate of interest, the "Statutory Fees"); (ii)
fees and expenses up to $50,000 incurred by a trustee under section
726(b) of the Bankruptcy Code; (iii) to the extent allowed by the
Court at any time, pursuant to a fee application on notice, or
other procedure permitted by any Court order allowing interim
compensation or the payment of fees of ordinary course
professionals, whether by interim order, final order, procedural
order or otherwise, all reasonable and documented unpaid fees and
expenses incurred by DLP IV Professionals, including the DLP IV
Conflicts Professionals and the DLP IV Independent Director
Professionals, in each case, so long as such professionals are
retained pursuant to section 327 or 328 of the Bankruptcy Code, at
any time before the date of delivery by the Prepetition DLP IV
Secured Parties of a Termination Declaration, whether allowed by
the Court prior to or after the Carve-Out Trigger Date; and (iv)
the Allowed DLP IV Professional Fees incurred on and after the
Carve-Out Trigger Date in an aggregate amount not to exceed
$500,000, provided that the Carve-Out amount for any DLP IV
Conflicts Professional will be net of any prepetition retainer
amount held by such DLP IV Conflicts Professional at the time of
calculating the Carve-Out.

A final hearing on the matter is set for December 9 at 9:30 am.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3NBR7dq from Donlin Recano, the claims and noticing
agent.

                       About GWG Holdings Inc.

Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH),
conducts its life insurance secondary market business through a
wholly owned subsidiary, GWG Life, LLC and GWG Life's wholly owned
subsidiaries.

GWG Holdings Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 22-90032) on April
20, 2022. In the petition filed by Murray Holland, as president and
chief executive officer, GWG Holdings estimated assets between $1
billion and $10 billion and estimated liabilities between $1
billion and $10 billion.

The cases are assigned to the Honorable Bankruptcy Judge Marvin
Isgur.

Charles Stephen Kelley, Esq., at Mayer Brown LLP, is the Debtor's
counsel.

National Founders LP, as DIP Lender, is represented by Sidley
Austin LLP.



HOFFMAN'S CHURCH: Files for Chapter 7 Liquidation
-------------------------------------------------
Jim Martin and Ed Palattella of Erie Times-News report that Erie,
Pennsylvania-based religious goods shop, a steady merchant for
churches, has closed after 62 years and has filed for Chapter 7
liquidation.

The demise of the family-owned Hofmann's Church and Religious Goods
Inc. leaves a void in northwestern Pennsylvania for the purchase of
Bibles, candles, chalices, Communion wafers and other liturgical
goods instrumental for the operations of houses of worship.

Hofmann's, at 420 E. 26th St., filed for Chapter 7 in U.S.
Bankruptcy Court in Erie on Oct. 20.  Also in October, the
business, founded in 1960, posted signs on its windows that it is
closed "until further notice."

Julie Hofmann, a co-owner of the store, referred questions to the
business' bankruptcy lawyer, Tina Fryling.

Fryling said Hofmann's never recovered from the pandemic and also
struggled through the downturn in the economy in general.

"It is closed permanently, and basically it is due to the economy
and COVID," Fryling said.

Before it closed, the store was down to three employees, including
Julie Hofmann and her husband, Patrick Hofmann, the other co-owner.
It had as many as 13 employees 10 years ago, when Patrick and Julie
Hofmann bought the East 26th Street building from Patrick Hofmann's
parents, who founded the business.

Under Chapter 7 bankruptcy, a trustee oversees the sale of the
business' assets — a liquidation — to pay its creditors.
Chapter 7 is unlike Chapter 11 bankruptcy, in which a business
reorganizes its debts to stay in operation and pay its creditors
over time.

In recent weeks prior to the closing, the staff at Hofmann's was
referring some callers to fill their needs with other vendors on
the internet.

That's where many parishes will likely turn now, Erie Catholic
Bishop Lawrence T. Persico said.

"It is always difficult to see a business close in Erie, I can’t
help but think of the employees who are affected," Persico said in
a statement.

"Parishes have depended on Hofmann's for generations, and they
always offered very good service.  Their closing, unfortunately, is
another sign of the times," Persico said.  "There are a number of
online options for religious and liturgical goods, so the needs of
our parishes will still be met. But it will be an adjustment to no
longer have this in-person resource available."

Hofmann's creditors include suppliers of religious goods

The president of Hofmann's, Patrick Hofmann, son of the founders,
filed for bankruptcy on behalf of the company.  Patrick Hofmann and
Julie Hofmann, the store's vice president, each own 49% of the
business, according to the bankruptcy records. Another person,
listed as the secretary, owns 2%.

The bankruptcy filing lists the business' liabilities at $517,070
and the value of its property, including its inventory, at
$125,107.  The initial bankruptcy filing listed the East 26th
Street building, just east of Parade Street, as part of the overall
property and valued it at $275,000, boosting the total value of the
assets to $387,933.  However, an amended filing removed the
building as an asset because it is owned by Patrick and Julie
Hofmann as individuals and not their corporation.

The bankruptcy filing lists about 50 creditors, whose claims vary
widely. Several of the creditors are religious-related businesses.
They include Cathedral Candle, of Syracuse, New York, owed $7,687,
and Greetings of Faith, of Mineola, New York, owed $1,695.

One of the largest creditors is Citizens Bank, which is owed
$182,000 for a commercial loan. The Hofmanns are also creditors,
owed a total of $188,605 for a loan they made to the business as
shareholders, according to the bankruptcy records. That loan
indicates the extent to which the Hofmanns used their own money to
try to keep their business viable.

All the creditors have unsecured claims but one -- GMC Finance,
which holds a lease on an SUV valued at $30,000, according to the
filings.  Though GMC could repossess the vehicle, the unsecured
creditors have no collateral to help secure repayment.

The bankruptcy filing estimates that "no funds will be available to
unsecured creditors" after the bankruptcy estate pays any
administrative expenses, or costs that arise after the filing of
the bankruptcy petition. Administrative claims have the highest
priority among claims in bankruptcy.

The Chapter 7 trustee assigned to the Hofmann's bankruptcy is Erie
lawyer John Melaragno, who regularly handles bankruptcy cases as a
trustee. Bankruptcy trustees work for the United States Trustee
Program, the section of the U.S. Department of Justice that
oversees the administration of bankruptcy cases.

Pittsburgh-based U.S. Bankruptcy Judge Carlotta Bohm is assigned
the case and has ultimate authority over the disposition of the
bankruptcy.

U.S. Bankruptcy Court in Erie is a division of U.S. Bankruptcy
Court for the Western District of Pennsylvania, based in
Pittsburgh. The district's Erie-based bankruptcy judge, Thomas P.
Agresti, whose courtroom is at the federal courthouse in Erie, is
retiring and is easing out of taking new cases.

The first scheduled event in the Hofmann's case is a Dec. 2 meeting
via telephone between Melaragno, Fryling and the creditors,
according to court records.

The owners had origins in making homemade rosaries

The founders of Hofmann's were Erie natives Fran and Dick Hofmann,
Patrick Hofmann's parents.  Fran Hofmann died at 85 in 2017. Dick
Hofmann died at 88 in 2019, eight years after he retired from
Hofmann's.

The family business originated after the Hofmanns were married and
when they were living in Alaska, where Richard Hofmann was
stationed during the Korean War.

"It was in Alaska that their hobby of making rosaries to send home
as gifts became the genesis of the business they later established,
worked and built together for more than 50 years," according to
Dick Hofmann's obituary.

The Hofmanns opened a "small religious gift shop" in Erie in 1960
at East 28th and German streets, selling religious cards, rosaries
and statues and general gift items, according to the business'
website. The store was first called Richard's Gifts, then FM
Hofmann Religious Gifts and finally Hofmann's Church and Religious
Goods Inc.

Customer demand led Hofmann's to expand its product line to include
"all facets of products and services for liturgical worshiping
communities as well as a broad array of unique gift ideas,
beautiful jewelry and a huge selection of religious books, Bibles
and music," according to the website.

Hofmann's incorporated in 1978, moved to East 26th Street and
adopted shared ownership with the parents and their two children:
Patrick Hofmann and Jacquie Hofmann. Jacquie Hofmann left the
business in 2004, when she was president and general manager.

Patrick and Julie Hofmann bought the East 26th Street building from
Fran and Dick Hofmann in November 2011, according to Erie County
property records.

       The store filled 'a very unique niche" in Erie

For Anne-Marie Welsh, spokeswoman for the Catholic Diocese of Erie,
the closing of Hofmann's is a personal loss for her as a customer
— and a loss to the region's religious communities and
organizations.

"I do feel bad. I hate to see any business close, and this is a
very unique niche," Welsh said.

Hofmann's absence could leave many churches throughout the region
and beyond scrambling to find a new supplier for a wide range of
goods commonly found in churches but not available from mainstream
retailers. The items included vestments, candle wax and special
cleaners that remove red wine stains.

"Parishes could buy everything from candles and communion host to
statues and books," Welsh said. "They were very good about ordering
things. They had samples and had many catalogs that were
available."

           About Hofmann's Church and Religious Goods

Hofmann's Church and Religious Goods Inc. is a family-owned store
that sells religious goods.

Hofmann's Church and Religious Goods Inc. sought protection under
Chapter 7 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No.
22-10474) on October 20, 2022.  The Debtor listed liabilities at
$517,070 and the value of its property, including its inventory, at
$125,107.

The Debtor's counsel:

         Tina M. Fryling
         814-450-5161
         tinafryling@gmail.com

The Chapter 7 trustee:

         John C. Melaragno
         502 West 7th Street.
         Erie, PA 16502


IKON WEAPONS: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, Charlotte Division, authorized Ikon Weapons, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance.

The Debtor requires the use of cash collateral to maintain its
viability as a business.

The U.S. Small Business Administration asserts an interest in cash
collateral, pursuant to the UCC-1 Financing Statement No.
20210051331K identifying all the Debtor's tangible and intangible
property as collateral. The SBA has filed Proof of Claim 2-1 in the
Debtor's case asserting a fully secured claim in the amount of
$53,972.

The Debtor scheduled Geneva Capital as a secured creditor pursuant
to UCC-1 Financing Statement No. 20220017618M identifying certain
equipment as collateral. Geneva Capital has filed Proof of Claim
3-1 in the Debtor's case asserting an unsecured claim in the amount
of $995 for amounts due under a lease.

PSA asserts an ownership interest in the Debtor's property
including accounts and inventory, which the Debtor disputes,
pursuant to a constructive trust claim, among other claims, which
has been asserted in an Adversary Proceeding No. 22-03041, Palmetto
State Armory, LLC v. IKON Weapons, LLC. PSA has not filed a UCC-1
Financing Statement with respect to any of the Debtor's property.

To the extent any creditor has an interest in cash collateral,
including, but not limited to, the SBA, the creditor is granted a
replacement lien or other property interest under section 361 of
the Bankruptcy Code to the extent of the diminution in value of
cash collateral caused by the Debtor's use of cash collateral, to
the same extent and with the same priority in postpetition
property, and the proceeds thereof, that such creditor held in
pre-petition property.

The Debtor's obligations are continuing in nature, will survive the
term of the Order, and will remain in effect until the earliest
of:

     a. The entry of a final order authorizing the use of cash
collateral;
     b. November 22, 2022;
     c. The entry of a further interim order authorizing the use of
cash collateral;
     d. The entry of an order denying or modifying the use of cash
collateral;
     e. The effective date of any confirmed plan in the case;
     f. Conversion of the case to another chapter of the Bankruptcy
Code or removal of Debtor from possession;
     g. The entry of further orders of the Court regarding the
subject matter hereof;
     h. Dismissal of the proceeding; or
     i. Occurrence of an event of default that is not timely
cured.

A further hearing on the matter is set for November 22, 2022 at
9:30 a.m.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3NMhOME from PacerMonitor.com.

The budget provides for total expenses, on a weekly basis, as
follows:

      $36,162 for Week 10;
      $21,162 for Week 11;
      $21,162 for Week 12; and
      $21,162 for Week 13.

                    About Ikon Weapons, LLC

Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and
importer. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30424) on September 2,
2022. In the petition signed by Suliban Deaza, member manager, the
Debtor disclosed up to $10 million in both assets and liabilities.

Judge Benjamin A. Kahn oversees the case.

John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's
counsel.




J AND M SUPPLY: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized J and M Supply of the Carolinas, LLC to use
cash collateral on an interim basis for its post-petition,
necessary and reasonable operating expenses.

The Debtor requires the use of cash collateral to maintain existing
operations and reorganize its obligations in the Chapter 11 case.

The entities that assert an interest in the Debtor's cash
collateral are Pearl Delta Funding, LLC, Cloudfund, LLC, ROC
Funding Group, LLC, and ROC Funding Group, LLC.

The Court ruled that the Secured Creditors will not retain a
continuing and replacement post-petition lien and security interest
in all property, receivables and assets of the Debtor and the
proceeds thereof, whether acquired pre-petition or post-petition.

Unless additional agreement for the interim or final use of cash
collateral is reached by the relevant parties, further hearing on
the matter will be held at 11 a.m. on November 30, 2022, at the
United States Bankruptcy Court in Wilmington, North Carolina.

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

                     About J and M Supply

J and M Supply of the Carolinas, LLC operates a sporting goods
retail store in Leland, N.C. It is a licensed Federal Firearms
dealer and specializes in the sale of firearms, ammunition and
related equipment. The company also provides firearm and first aid
training classes and is a North Carolina certified firearms
instructor.

J and M filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00536) on March 11,
2022, listing as much as $500,000 in both assets and liabilities.
Jennifer Bennington serves as the Subchapter V trustee.

Judge David M. Warren oversees the case.

Richard P. Cook, Esq., at Richard P. Cook, PLLC is the Debtor's
legal counsel.



JAF 27: Wins Cash Collateral Access Thru Feb 2023
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized JAF 27, LLC to use cash collateral on an interim basis
in accordance with the budget through February 2, 2023.

As previously reported by the Troubled Company Reporter, the
secured creditors holding a mortgage on 621 Central Street, with
estimated balances, are:

     a. A first mortgage to Belvidere Capital, LLC in the amount of
$770,000;

     b. A second mortgage to Carlos Borges in the amount of
$88,000;

     c. Marc P. Gendreau in the amount of $50,000;

     d. A mortgage to Hooshmand S. Afshar and Zarrin S. Afshar in
the amount of $50,000;

     e. Two mortgages to Christian Doherty in the total amount of
$10,000;

     f. A mortgage to JMF Realty, LLC in the amount of $52,000;
and

     g. A mortgage to Kevin J. Ahern, Jr. and Brad M. Pacheco in
the amount of $37,000.

The secured creditors holding a mortgage on 175 Dalton Street, with
estimated balances, are:

     a. A first mortgage to Hardest Working Realty, LLC in the
amount of $361,000;

     b. A mortgage to JMF Realty, LLC in the amount of $52,000.

The secured creditors holding a mortgage on 44 Billerica Street,
with estimated balances, are:

     a. A tax lien held by the City of Lowell in the amount of
$689;

     b. A first mortgage to Belvidere Capital, LLC with the amount
due of $85,000;

     c. A mortgage to Omar Rafik with the amount due of $20,000.

Belvidere Capital, LLC, as the First Mortgagee on 621 Central
Street, has alleged default under the terms of its Note and a
foreclosure sale was scheduled for 621 Central Street on September
8, 2022. The foreclosure sale was delayed due to the Debtor's
bankruptcy filing. However, the Security Agreement with Belvidere
contains an assignment of rents or receivables.

As adequate protection, all secured creditors are granted
continuing liens in the Debtor's real estate to the extent of the
validity, perfection, priority, enforceability, and sufficiency of
their pre-petition lien or security interest.

A further hearing on the matter is set for February 2, 2023, at 10
a.m.

A copy of the order is available at https://bit.ly/3UDv1JN from
PacerMonitor.com.

                          About JAF 27 LLC

JAF 27, LLC is a Tewksbury, Mass.-based company engaged in renting
and leasing real estate properties.

JAF 27 filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 22-40648) on Sept. 7,
2022, with between $1 million and $10 million in both assets and
liabilities. Steven Weiss serves as Subchapter V trustee.

Judge Elizabeth D. Katz oversees the case.

Christopher Murray, Esq., at Murray Law Firm, P.C. is the Debtor's
legal counsel.



JAXON5 IMPORTS: Continued Operation to Fund Plan Payments
---------------------------------------------------------
Jaxon5 Imports, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas a Second Amended Plan of Reorganization
for Small Business dated Nov. 1, 2022.

Jaxon5 is a commercial trucking company.  The Debtor has been
operating since approximately October of 2020.

The Debtor obtained two 2016 Freightliner Cascadia tractor trucks
(the "Trucks") from LRM Leasing Company, Inc. ("LRM"). The Debtor
has been operating the Trucks since approximately December of 2020.
The Debtor had generated significant income during this period but
had struggles due to covid and issues from covid.

In June of 2022, LRM seized the Trucks. The Debtor believed it was
less than one month behind in payments on the Trucks at the time.
One Truck was taken to Pompano Beach, Florida and another Truck to
Rhome, Texas.

This Plan of Reorganization proposes to pay Debtor's creditors from
future income generated by the operation of the business.

Class 1 consists of the claim of Toyota Motor Credit Corp. Jaxon5
will pay $34,408.11 to Class 1, plus postpetition interest accruing
at a rate of 5% per year, at the amount of $649.32 per month until
the amount is paid in full. Jaxon5 will pay this beginning on the
fifth day of the first full calendar month after the Effective Date
of the Plan. After the payments have been made to the Class 1
Creditor, the Class 2 creditor must deliver title to the vehicle to
Jaxon5 and release all liens and encumbrances on the vehicle.

Class 2 consists of LRM Leasing for Truck 1. LRM Leasing ("LRM")
has filed an election under section 1111(b). Due to the election,
the Debtor will pay the amount of $103,747.60 to LRM for classes 2
and 2A (less any adequate protection payments). No interest will be
paid on this amount. The Debtor will pay the amount of $1,729
monthly to LRM until the allowed claim of LRM is fully paid. After
the payments have been made to LRM, LRM must deliver title to Truck
1 and Truck 3 to Jaxon5 and release all liens and encumbrances on
Truck 1 and Truck 2.

Class 2A LRM Leasing for Truck 2. LRM Leasing ("LRM") has filed an
election under section 1111(b). Due to the election, the Debtor
will pay the amount of $103,747.60 to LRM for classes 2 and 2A
(less any adequate protection payments). No interest will be paid
on this amount. After the payments have been made to LRM, LRM must
deliver title to Truck 1 and Truck 2 to Jaxon5 and release all
liens and encumbrances on Truck 1 and Truck 2.

Class 3 consists of the claim of Mantis Funding. The claim of
Mantis Funding will be treated as an unsecured claim and part of
Class 6.

Class 4 consists of the claim of Triumph Business Capital. Jaxon5
has agreed to settle and resolve the claim of Triumph. Jaxon5 will
pay Triumph the amount of $5,500 within 10 days of confirmation of
this plan. Triumph will provide to Jaxon5 a letter of release in
substantially the form attached hereto contemporaneously with the
payment. Triumph will also provide to the Debtor within 30 days of
confirmation all information needed by the Debtor for its federal
income tax returns for all time periods since the Debtor and
Triumph had agreements for factoring. After the payments have been
made by Jaxon5 to Triumph for Class 4, no further amounts will be
owed to the Class 4 creditor and all claims of Triumph against or
involving the Debtor shall be released and discharged.

Class 5 consists of the claims of employees of the Debtor.
Employees with allowed priority claims in class 5 for pre-filing
unpaid wages or salaries will be paid. Amounts of up to $4,250 for
unpaid wages, salaries or commissions earned within 180 days before
the date of the filing of the petition. For pre-petition wages
owed, Jaxon5 will pay Bobby Hale the amount of $750.00; Sheila
Stover the amount of $0, and Timoteo Nzitz the amount of $3,500.

Class 6 consists of all non-priority unsecured claims. Due to the
1111(b) election of LRM, there are currently no known unsecured non
priority creditors. If any claims are allowed in class 6, Jaxon5
will pay such claims in full. This Class is impaired.

Class 7 consists of the claims of the equity security holders.
Equity security holders will maintain their equity ownership
interests.

The Debtor has the funds at this time to pay Triumph the settlement
amount of $5,500. If financial issues change, the current factoring
company for the Debtor, The Aunchi Group, has agreed to loan up to
$5,500 (or such amount as needed) to the Debtor for the payment to
Triumph Business Capital upon being provided with a letter of
release from Triumph Business Capital. The loan will accrue
interest at 7% per annum. The Debtor will repay any loan amounts to
The Aunchi Group within approximately 6 months or less. At this
time the Debtor is not anticipating the need for the loan but has
obtained the commitment to insure the payment to Triumph.

A full-text copy of the Second Amended Plan dated November 1, 2022,
is available at https://bit.ly/3fJDU5U from PacerMonitor.com at no
charge.

Attorney for the Debtor:

     Reese W. Baker, Esq.
     Baker and Associates
     950 Echo Lane, Suite 300
     Houston, TX 77024-2824
     Phone: (713) 869-9200
     Fax: (713) 869-9100
     Email: courtdocs@bakerassociates.net

                        About Jaxon5 Imports

Jaxon5 Imports, LLC is a licensed and bonded freight shipping and
trucking company running freight hauling business from Cypress,
Texas.

Jaxon5 Imports filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No.
22-31596) on June 7, 2022, listing as much as $500,000 in both
assets and liabilities. Catherine Stone Curtis has been appointed
as Subchapter V trustee.

Judge Jeffrey P. Norman oversees the case.

Reese W. Baker, Esq., at Baker & Associates and Norris & Associates
serve as the Debtor's legal counsel and accountant, respectively.


JUMAS FOOD MART: Seeks to Hire Biggs Law Firm as Bankruptcy Counsel
-------------------------------------------------------------------
Jumas Food Mart, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of North Carolina to employ Biggs Law Firm,
PLLC to handle its Chapter 11 case.

The firm will bill these hourly fees:

     Laurie B. Biggs, Esq.               $400 per hour
     Dana Stoot, Esq.                    $300 per hour
     Wendy Karam, Paralegal              $175 per hour
     Lindsey Gadwell (Legal Assistant)   $100 per hour
     Kyle Conway (Law Clerk)             $125 per hour

The firm received a retainer in the amount of $11,738.

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

The firm can be reached through:

     Laurie B. Biggs, Esq.  
     Biggs Law Firm, LLC
     9208 Falls Of Neuse Road, Suite 120
     Raleigh, NC 27615
     Phone: (919) 375-8040
     Fax: (919) 341-9942
     Email: lbiggs@biggslawnc.com

                       About Jumas Food Mart

Jumas Food Mart, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-80201) on Oct. 17,
2022, with up to $500,000 in both assets and liabilities. Benard
Ogomo, member-manager, signed the petition.

Laurie B. Biggs, Esq., at Biggs Law Firm, PLLC is the Debtor's
legal counsel.


K STREET: Seeks Use of Cash Collateral
--------------------------------------
K Street, LLC asks the U.S. Bankruptcy Court for the District of
Columbia for authority to use cash collateral in accordance with
the proposed budget and provide adequate protection.

The Debtor requires the use of cash collateral to meet its ordinary
and necessary expenses.

The Debtor's property located at 1219 K Street, NE, Washington DC
20002, is subject to a Ground Lease with 1219 K Street I, LLC,
successor-in-interest or assignee from Valor 1634, LLC under a
Memorandum of Ground Lease Agreement which commenced June 25, 2018
and continues on through and including June 24, 2117, with a
recited right for Debtor to purchase the Property from Lessor.

In turn, WesBanco Bank, Inc. alleges it is a secured lender under a
First Deed of Trust Promissory Note dated June 25, 2018, or at
least has financial obligations from the Debtor received by
assignment or otherwise from Old Line Bank, and holds a First
Leasehold Deed of Trust With Absolute Assignment of Leases and
Rents Security Agreement and Fixture Filing, bearing document stamp
#2018063537 recorded 06/26/18.

The Note, dated June 25, 2018, indicates a principal amount of $6.3
million at 4.75% interest and payments of interest only through
June 25, 2020 and thereafter principal and interest through June
25, 2023, which is the maturity date, the latter payment period of
which is based upon a 25-year amortization assumption.

The Bank filed a Complaint for Judicial Foreclosure in the District
of Columbia on or about January 21, 2022, where in the Bank alleges
an unpaid obligation $6.303 million and denotes the interest rate
to be 7.5%. There is no monthly set figure stated for principal and
interest payments then ongoing under the Complaint.

There is asserted equity in the Property of $5.2 million based on
early information of the Bank's foreclosure figure, admittedly
about 10 months stale, and the Debtor's Appraisal and belief of
value, all of which has no calculation of any subordinate liens yet
at this time which is under review.

The Debtor agrees to provide replacement liens under 11 U.S.C.
section 552(b) restricted to the extent and in the priority held by
the Bank prior to the Petition Date to the extent the use of the
rents, issues, profits or proceeds results in a decrease in the
value of such entity's interest in such property.

                         About K Street LLC

K Street LLC is a Single Asset Real Estate (as defined in 11 U.S.C.
Sec. 101(51B)).

K Street LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Col. Case No. 22-00198) on Oct. 25,
2022.  In the petition filed by Habte Sequar, as president and
member, the Debtor reported assets between $10 million and $50
million and liabilities between $1 million and $10 million.

The Debtor is represented by John D. Burns of The Burns Law Firm
LLC.



L7 FM ELEVATOR: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: L7 FM Elevator, LLC
        17566 County Road 30
        Sterling, CO 80751

Business Description: The Debtor is a Single Asset Real Estate (as
                      defined in 11 U.S.C. Section 101(51B)).

Chapter 11 Petition Date: November 8, 2022

Court: United States Bankruptcy Court
       District of Colorado

Case No.: 22-14356

Judge: Hon. Thomas B. Mcnamara

Debtor's Counsel: David V. Wadsworth, Esq.
                  WADSWORTH GARBER WARNER CONRARDY, P.C.
                  2580 West Main Street
                  Suite 200
                  Littleton, CO 80120
                  Tel: 303-296-1999
                  Email: dwadsworth@wgwc-law.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Lebsock as manager.

The Debtor listed Bank of Colorado as its sole unsecured creditor.

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

https://www.pacermonitor.com/view/WN7RM3Y/L7_FM_Elevator_LLC__cobke-22-14356__0001.0.pdf?mcid=tGE4TAMA


LASHER CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Lasher Construction LLC
        10 Tidswell Avenue, Bldg. 1
        Medford, NJ 08055

Business Description: Lasher is a privately-held roofing
                      contractor serving commercial, industrial,
                      and residential customers.

Chapter 11 Petition Date: November 8, 2022

Court: United States Bankruptcy Court     
       District of New Jersey

Case No.: 22-18853

Debtor's Counsel: David Stevens, Esq.
                  SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA LLP
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: 201-490-4777
                  Email: dstevens@scura.com

Total Assets: $134,916

Total Liabilities: $1,844,788

The petition was signed by Dale M. Lasher as managing member.

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

https://www.pacermonitor.com/view/564BODI/Lasher_Construction_LLC__njbke-22-18853__0001.0.pdf?mcid=tGE4TAMA


LEGACY EJY: Updates Combined Disclosure & Plan
----------------------------------------------
Legacy EJY, Inc., (f/k/a Enjoy Technology, Inc.) et al., submitted
a Revised Combined Disclosure Statement and Chapter 11 Plan of
Liquidation dated November 1, 2022.

The Revised Combined Disclosure Statement and Plan update the
paragraph: "Claims to the amount of all Allowed Claims in such
Class or group of Claims. Until all Disputed Claims in a Class are
resolved, Disputed Claims shall be treated as Allowed Claims in
their face amount for purposes of calculating Pro Rata distribution
of property to Holders of Allowed Claims in such Class."

"Releasing Parties" means the following Entities, each in their
respective capacities as such, (a) the Debtors; (b) the Committee
and each of its members; (c) each Holder of a Claim that (I) votes
to accept or reject the Combined Disclosure Statement and Plan or
(II) abstains from voting and, in the case of either (I) or (II),
does not opt out of the voluntary release contained in Article
XIV.C hereof by checking the opt out box on the ballot, and
returning it in accordance with the instructions set forth thereon,
indicating that they opt not to grant the releases provided in the
Combined Disclosure Statement and Plan; (d) each Holder of a Claim
that is deemed to accept the Combined Disclosure Statement and Plan
or is otherwise unimpaired under the Combined Disclosure Statement
and Plan; and (e) the Related Parties of the foregoing but only to
the extent such Related Party would be obligated to release under
principles of agency if it were so directed by the applicable
Person or Entity in clauses (a) through (d); provided that, for the
avoidance of doubt, the Holder of the Unsecured Note Claim shall be
a "Releasing Party." The term "Releasing Party" shall not include
the Holder of an Equity Interest, solely in such capacity.

Prior to filing these Chapter 11 Cases, the Debtors conducted a
marketing effort to explore the potential sale of their assets. On
June 19, 2022, the Debtors executed the Asurion LOI which, among
other conditions, required the Debtors to commence these cases as a
precondition to an asset sale.

Asurion subsequently determined that it was only willing to fund
the Debtors' operations through a debtor-in-possession financing
arrangement in chapter 11 cases. In connection with the Chapter 11
Cases, Asurion has agreed to provide the DIP Facility, which
included approximately $52.5 million of new money and a roll-up of
a $2.5 million bridge loan pursuant to the Prepetition Loan and
Security Agreement provided by Asurion on the day prior to the
Petition Date. Through the bridge loan, the Debtors were able to
fund their imminent cash needs prior to the filing of the Chapter
11 Cases.

On August 31, 2022, the Sale was consummated and contemporaneously
therewith, the Debtors repaid the DIP Facility in full with the
proceeds from the Sale in accordance with the Final DIP Order and
Sale Order.

The Amended Combined Disclosure and Plan does not alter the
proposed treatment for unsecured creditors and the equity holder:

Class 3A consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive, in full and final
satisfaction, settlement, and release, and in exchange for, such
General Unsecured Claim, (x)(i) its Pro Rata share (considering
only Class 3A General Unsecured Claims) of the GUC 3A Priority
Amount and (ii) its Pro Rata share (considering both Class 3A
General Unsecured Claims as reduced by distribution of the GUC 3A
Priority Amount and Class 3B Unsecured Note Claim) of the Remaining
Distributable Assets or (y) such other treatment as may be agreed
upon by such Holder and the Debtors or the Plan Administrator, as
applicable. Class 3A is impaired. The allowed unsecured claims
total $26,250,000 - $26,750,000. This Class will receive a
distribution of 46-64% of their allowed claims.

Class 3B consists of Unsecured Note Claim. The Holder of the
Unsecured Note Claim shall have an Allowed Claim in the amount of
$10,136,986.30 on account of principal and interest accrued prior
to the Petition Date; provided that the amount of the Allowed Claim
shall be increased to account for interest accruing after the
Petition Date only in the event that the Remaining Distributable
Assets are sufficient to not impair Class 3A General Unsecured
Claims and the Class 3B Unsecured Note Claim within the meaning of
section 1124 of the Bankruptcy Code.

The Holder of an Allowed Unsecured Note Claim shall receive, in
full and final satisfaction, settlement, and release, and in
exchange for, such Unsecured Note Claim, its Pro Rata share
(considering both Class 3A General Unsecured Claims as reduced by
distribution of the GUC 3A Priority Amount and the Class 3B
Unsecured Note Claim) of the Remaining Distributable Assets, or
such other treatment as may be agreed upon by such Holder, on the
one hand, and the Debtors or the Plan Administrator, as applicable,
on the other hand. For the avoidance of doubt, the Holder of the
Unsecured Note Claim shall not share in the GUC 3A Priority Amount.
Class 3B is impaired. The amount of claim in this Class total
$10,136,986.30. This Class will receive a distribution of 0-31% of
their allowed claims.

Class 5 consists of the EJY Equity Interests. On the Effective
Date, Holders of EJY Equity Interests in the Debtors will receive
no distribution under the Combined Disclosure Statement and Plan,
and all EJY Equity Interests will be cancelled; provided, however,
that, upon the Effective Date, the Plan Administrator shall be
deemed to hold one common share in Post-Effective Date Debtor EJY
solely for the benefit of Holders of Allowed Claims; provided,
further, that the Plan Administrator shall not be entitled to
receive any Distribution on account of such EJY Equity Interest.

Class 6 consists of the Intercompany Equity Interests. On the
Effective Date, all Intercompany Equity Interests shall be
Reinstated so as to maintain the organizational structure of the
Debtors as such structure exists on the Effective Date, unless the
Plan Administrator requires otherwise.

Allowed Claims and any amounts necessary to wind down the Debtors'
Estates shall be paid from the Debtors' Assets, subject to the
limitations and qualifications.

The Combined Disclosure Statement and Plan provides for the limited
substantive consolidation of the Debtors' Estates, but solely for
the purposes of this Combined Disclosure Statement and Plan,
including voting on this Combined Disclosure Statement and Plan by
the Holders of Claims and making any Distributions to Holders of
Claims.

Specifically, on the Effective Date, (i) all assets and liabilities
of the Debtors will, solely for voting and Distribution purposes,
be treated as if they were merged, (ii) each Claim against the
Debtors will be deemed a single Claim against and a single
obligation of the Debtors, (iii) any Claims filed or to be filed in
the Chapter 11 Cases will be deemed single Claims against all of
the Debtors, (iv) all guarantees of any Debtor of the payment,
performance, or collection of obligations of any other Debtor shall
be eliminated and canceled, (v) all transfers, disbursements and
Distributions on account of Claims made by or on behalf of any of
the Debtors' Estates hereunder will be deemed to be made by or on
behalf of all of the Debtors' Estates, and (vi) any obligation of
the Debtors as to Claims will be deemed to be one obligation of all
of the Debtors.

A full-text copy of the Amended Combined Disclosure Statement and
Plan dated November 1, 2022, is available at https://bit.ly/3DF52ea
from PacerMonitor.com at no charge.

Co-Counsel to the Debtors:

     Daniel J. DeFranceschi, Esq.
     Paul N. Heath, Esq.
     Brendan J. Schlauch, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square, 920 North King Street
     Wilmington, DE 19801
     Tel: (302) 651-7700
     Fax: (302) 651-7701
     E-mail: defranceschi@rlf.com
             heath@rlf.com
             schlauch@rlf.com

          - and -

     Cullen Drescher Speckhart, Esq.
     Weiru Fang, Esq.
     COOLEY LLP
     1299 Pennsylvania Avenue, NW, Suite 700
     Washington, DC 20004
     Tel: (202) 842-7800
     Fax: (202) 842-7899
     E-mail: cspeckhart@cooley.com
             wfang@cooley.com

          - and -

     Michael A. Klein, Esq.
     Evan Lazerowitz, Esq.
     Joseph W. Brown, Esq.
     55 Hudson Yards
     New York, NY 10001
     Tel: (212) 479-6000
     Fax: (212) 479-6275
     E-mail: mklein@cooley.com
             elazerowitz@cooley.com
             jbrown@cooley.com

                    About Enjoy Technology

Enjoy Technology, Inc. provides a commerce-at-home experience for
consumers through their network of mobile retail stores. It is
based in Palo Alto, Calif.

Enjoy Technology and affiliates, Enjoy Technology Operating Corp.
and Enjoy Technology, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10580) on June
30, 2022. In the petition signed by Tiffany N. Meriweather, chief
legal officer and corporate secretary, Enjoy Technology, Inc.
disclosed $111,661,000 in total assets and $69,956,000 in
liabilities.

Judge J. Kate Stickles oversees the cases.

The Debtors tapped Cooley, LLP and Richards, Layton, and Finger
P.A. as legal counsels; Centerview Partners, LLC as investment
banker; PricewaterhouseCoopers, LLP as auditor; and Todd Zoha of AP
Services, LLC as chief financial officer. Stretto, Inc., is the
claims, noticing agent and administrative advisor.

Asurion, LLC, a Delaware Limited Liability Company, as DIP lender,
is represented by Gibson, Dunn & Crutcher LLP, Bass, Berry & Sims
PLC, and Pachulski Stang Ziehl & Jones, LLP.

The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases on July 11, 2022. Fox Rothschild, LLP and FTI Consulting,
Inc. serve as the committee's legal counsel and financial advisor,
respectively.

                          *     *     *

On Aug. 12, the Court approved the sale of the Debtors' assets to
Asurion.  The Debtors changed their names to Legacy EJY, Inc.,
Legacy EJY Operating Corp. and Legacy EJY Subsidiary LLC following
the sale of the assets.


MATT HUTCHENS: Unsecureds to be Paid in Full in Subchapter V Plan
-----------------------------------------------------------------
Matt Hutchens Tire & Auto, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Georgia a First Amended Chapter 11
under Subchapter V Plan of Reorganization dated November 1, 2022.

The Debtor is a Georgia corporation formed by Matthew G. Hutchens
("Matt Hutchens"), its president and sole shareholder, in the fall
of 2017. After incorporating the business, Matt Hutchens obtained
financing through United Bank to purchase an existing auto repair
business located at 1530 US HWY 19 North, Thomaston, Georgia
("Mark's Automotive").

With a loan from United Bank in the amount of $400,000.00, the
Debtor purchased Mark's Automotive, including all real and personal
property, from Vicki C. Fowler, on September 14, 2018. The Debtor
pledged the real and personal property of Mark's Automotive to
secure the loan and Matt Hutchens also pledged his personal
residence as additional collateral.

The business started to experience financial difficulties during
the Covid Pandemic, then the State of Georgia began road
construction work on US Hwy 19 North in front of the business. The
Debtor struggled to make its loan payments to United Bank. As a
result, United Bank was unwilling to refinance the loan and
initiated foreclosure proceedings against the Debtor's property.
The Debtor was unable to locate alternative financing to pay off
the United Bank loan and decided to file for bankruptcy to protect
the equity in the property and its ongoing business operations.

While in bankruptcy, the Debtor has continued to operate its
business and maintain the property. The State of Georgia has
completed the road construction in front of the business location.
With the improved roadway and frontage access, the Debtor is
confident business will continue to grow and increase revenue. The
Georgia Department of Transportation has also contracted with the
Debtor to start servicing and handling maintenance work for its
fleet of vehicles, which will add considerable stability to
business revenue.

The financial projections show that the Debtor will have projected
disposable income of approximately $113,197.80 (5 years). The final
Plan payment is expected to be paid within 5 years of the date of
confirmation of the Debtor's plan before December 1, 2027.

This Plan of Reorganization proposes to pay creditors of the Debtor
from revenue generated through the continued operation of the
Debtor's business.

Class 1 consists of the Secured Claim of United Bank. The secured
claim of United Bank shall be paid to the extent of the present
value of its claim ($283,738.21) amortized over 132 months, with
interest at the rate of 7.5% (current prime rate of 5.5%, plus 2%),
through 24 monthly installments of $3,169.21, with a final balloon
payment for the remaining balance due within 30 days after the 24th
payment. Payments will commence on the first day of the month
following the Effective Date. United Bank shall retain its lien
against the Debtor's real and personal property until the claim is
paid in full.

Class 2 consists of the Secured Claim of IRS. The secured claim of
the IRS shall be paid in full to the extent of the present value of
its claim (approx. $30,727.44), with interest in accordance with
IRC § 6621, amortized over 60 months or within a mutually
acceptable period of time following confirmation, through equal
monthly installment payments. IRS shall retain its lien against the
Debtor's real and personal property until its secured claim is paid
in full. There shall be no prepayment penalty.

Class 3 consists of General Unsecured Claims. General unsecured
claims shall be paid on a pro-rata basis through a distribution of
the Debtor's disposal income on an annual basis until paid in full.
General unsecured claims shall receive annual disbursements of
disposal income, on or before February 28th of the subsequent year.
The first annual disbursements will be paid on or before February
28, 2023. This Class is impaired.

Class 4 consists of Equity Security Interest Holders. Matt Hutchens
shall retain his equity interest in the Debtor.

A full-text copy of the First Amended Subchapter V Plan dated
November 1, 2022, is available at https://bit.ly/3FX998b from
PacerMonitor.com at no charge.  

Counsel for Debtor:

     Christopher W. Terry, Esq.
     Boyer Terry, LLC
     348 Cotton Avenue, Suite 200
     Macon, GA 31201
     Phone: (478) 742-6481
     Email: chris@boyerterry.com

                  About Matt Hutchens Tire & Auto

Matt Hutchens Tire & Auto, Inc., doing business as Mark's
Automotive, operates a general automotive repair business.

Matt Hutchens Tire & Auto filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
22-50616) on June 6, 2022, listing as much as $500,000 in both
assets and liabilities. Robert M. Matson serves as Subchapter V
trustee.

The case is assigned to Judge James P. Smith.

Christopher W. Terry, Esq., at Boyer Terry, LLC, is the Debtor's
counsel.


MERITAGE HOMES: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Meritage Homes Corporation's (NYSE: MTH)
ratings, including its Long-Term Issuer Default Rating (IDR) at
'BB+'. The Rating Outlook is Stable.

Meritage's ratings reflect its strong credit metrics, which should
provide a cushion as the housing market continues to slow down, its
moderate geographic and product diversity, healthy liquidity
position, and strong execution of its business model. Meritage's
speculative build strategy is a relatively risky approach to
homebuilding, and Fitch expects the company's CFO generation to be
more volatile than higher-rated peers through the cycle. The Stable
Outlook reflects Fitch's expectation that the company will maintain
credit metrics that are strong for the current rating despite the
slowing housing environment.

The affirmation and Stable Outlook are based on the assumptions of
a high-single to low-double digit decline in housing activity in
2023 and a further decrease in 2024 as affordability continues to
constrain demand, further exacerbated by meaningful margin
compression.

While Fitch's Rating Case does not assume a severe contraction, the
likelihood of one has increased, and negative rating actions could
result should market fundamentals track closer to the Downgrade
Case than the Ratings Case.

Fitch envisions negative rating actions could result in a more
pronounced downturn, including housing activity falling 30% over a
multi-year period and meaningful home price declines and/or the
management team employing aggressive capital allocation strategies
that diminish liquidity. Such actions by management would be a
departure from Fitch's expectation and the strategy employed by
Meritage during the last housing downturn and the beginning of the
pandemic.

KEY RATING DRIVERS

Meaningful Rating Headroom: Meritage has meaningful rating headroom
relative to the negative rating sensitivities for the 'BB+' IDR, as
Fitch-calculated net debt to capitalization was 20.3% at Sept. 30,
2022 and debt to EBITDA was 0.9x for the respective LTM period.
Meritage has communicated a maximum net debt to capitalization
target in the high 20% range and has managed this ratio in that
range since YE 2019. Fitch expects the company will continue to
remain disciplined in its capital allocation strategy, resulting in
net debt to capitalization remaining around 20% and debt to EBITDA
situating below 2.0x during the next few years.

Land Investment to Slow: Fitch expects Meritage to continue slowing
land and development spending now that it has achieved its goal of
having 300 active communities, and the housing market and
absorptions have slowed meaningfully. The company achieved its
stated goal during 2Q22, ending the quarter with 303 active
communities, which subsequently declined to 275 by Sept. 30, 2022.
Fitch expects absorption pace to continue to decline meaningfully
in 4Q22 and into 2023.

Modest CFO Generation: Fitch expects the company will generate
positive CFO in 2022 and 2023 as it moderates inventory investment
while EBITDA margins decline but remain modestly above pre-pandemic
levels. CFO generation may trend more positively than Fitch expects
in 2023 and beyond if the company takes on a more conservative
posture during these uncertainties.

Speculative Build Strategy: Meritage has significantly increased
its spec building activity in order to facilitate delivery of
entry-level homes on an immediate need basis in recent years. Homes
started as spec inventory accounted for 75% of closings in 3Q22.
Fitch views high spec activity as a credit negative, all else
equal, as rapidly deteriorating market conditions could result in
standing inventory and consequently sharply lower margins and
impairment charges, both of which could negatively impact credit
metrics.

Fitch believes the company has managed its spec building activity
appropriately, as the company meaningfully slowed housing starts in
3Q22 and also during the early stages of the pandemic, but the
strategy remains untested during a more prolonged housing downturn.
Gross margins are forecast to decline meaningfully in 4Q22 due to
increased incentives, and this trend is expected to continue in
2023.

Land Position: As of Sept. 30, 2022, Meritage controlled 66,348
lots, representing a 5% yoy decline. About 69% of lots under
control as of Sept. 30, 2022 were owned and the remainder were
controlled through options. Based on LTM closings, the company
controlled 5.1 years of land and owned roughly 3.5 years. Meritage
typically aims to maintain four to five years of land supply. The
company's owned lot position is approximately in-line with the
average homebuilder in Fitch's coverage.

Moderate Geographic Diversity: Meritage operates in 19 markets
across 10 states as of Sept. 30, 2022, with particularly heavy
exposure to Texas, Arizona, California and Florida. The company is
less geographically diversified than larger investment-grade peers
such as D.R. Horton (BBB+/Stable) and Lennar (BBB/Stable), which
have leading market shares in dozens of markets nationwide.
However, Meritage's multiregional exposure provides more diversity
than lower-rated or privately held peers. Fitch views geographic
diversity for homebuilders favorably since it may help insulate a
builder from a local or regional housing downturn.

High Entry-Level Exposure: Meritage sells homes targeting the entry
level and first-time move up segments. About 84% of home closings
and 88% of sales orders during the quarter were comprised of
entry-level homes. This strategy has resulted in strong operating
performance and order growth in recent years as home affordability
constraints have led to higher demand for more affordable
offerings. Fitch expects demographic trends to continue to support
long-term housing demand for entry-level homes. However, Fitch
believes demand at the lower price points can be more cyclical and
volatile as first-time buyers are more sensitive to higher mortgage
rates, home prices and deteriorating economic conditions.

Rating Incorporates Housing Cyclicality: The company's rating
incorporates the cyclicality of the housing market. Fitch assumes
housing activity will fall high-single to low-double digits in 2023
and low- to mid-single digits in 2024, leading to revenue
contraction in the low teens in 2023 and mid-single digits in 2024
and EBITDA margins contracting over 900 bps during the two-year
period. While Fitch's rating case assumes a continued slowdown in
housing activity, a prolonged decline in demand meaningfully worse
than Fitch currently expects could result in Meritage reporting a
significant decline in operating margins and recording material
inventory impairment charges.

Prospects for Downgrade Case Increasing: Fitch's Ratings Case
forecast does not assume a meaningful contraction similar to the
last housing downturn. Should that be the case, there could be
negative momentum on the ratings and/or Outlook, particularly if
management employs an aggressive capital allocation strategy.

DERIVATION SUMMARY

MTH's ratings reflect the company's strong credit metrics, moderate
geographic and product diversity, healthy liquidity position and
execution of its business model in the current housing environment.
The ratings also consider MTH's aggressive shift toward a more
speculative homebuilding strategy in the past few years driven by
its emphasis on the entry-level/first-time buyer, which Fitch views
as a relatively riskier approach to homebuilding, all else equal.

MTH's credit metrics are stronger compared to M/I Homes, Inc.
(BB/Stable) and some 'BBB-' rated peers, such as Toll Brothers,
Inc. (BBB-/Positive) and M.D.C. Holdings, Inc. (MDC; BBB-/Stable).
Fitch expects MTH's net debt to capitalization ratio and debt to
EBITDA to be higher than 'BBB' rated peers such as PulteGroup, Inc.
(BBB/Stable) and Lennar Corporation (BBB/Stable) during the rating
horizon.

Lennar and Pulte's breadth of leading positions in local markets,
strong profitability and Fitch's expectation for consistently
positive CFO are credit positives relative to Meritage. MDC has
similar credit metrics, scale, profitability and cash flow
characteristics to MTH, but MDC's historically short land position,
build-to-order strategy and conservatively managed balance sheet
through housing cycles are strengths relative to Meritage.

KEY ASSUMPTIONS

- Homebuilding revenues increase 21% in 2022 and fall 13% in 2023;

- EBITDA margins of 21.5%-22.0% in 2022 and 14%-15% in 2023;

- CFO of $150-$175 million in 2022 and 7.5%-8.5% of homebuilding
revenues in 2023;

- Net debt to capitalization remains at or below 20% and debt to
EBITDA remains below 2.0x the forecast period.

RATING SENSITIVITIES

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

- The company consistently maintains conservative credit metrics,
such as net debt-to-capitalization below 35% or debt to EBITDA
below 2.5x;

- Fitch's expectation that MTH can generate consistently and
meaningfully positive CFO through expansionary and recessionary
housing environments, consistent with many investment grade
homebuilding peers, which could result from more consistent land
and development spending as the company grows into a mature
homebuilder;

- The company further demonstrates strong execution of its spec
build strategy and community count expansion, as demonstrated by
limited land impairment charges and low volatility in operating
margins, with EBITDA margins maintaining in the low- to mid-teens
%;

- MTH improves geographic diversity through successful entry into
new markets;

- Management commits to an investment grade rating.

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

- Fitch's expectation that net debt-to-capitalization will sustain
above 40%;

- Fitch's expectation that debt to EBITDA will sustain above 3.5x;

- The company maintains an aggressive land and development spending
program that leads to consistently negative CFO, higher debt levels
and a diminished liquidity position.

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: As of Sept. 30, 2022, Meritage had $299.4 million
of cash and no outstanding borrowings under its $780 million
revolving credit facility ($59.8 million of letters of credit
outstanding), which matures in December 2026. Fitch believes the
company has ample liquidity to manage fixed charges and land
acquisition and development activity over the intermediate term.
Meritage's nearest maturity is in 2025, when $400 million of
unsecured notes come due.

ISSUER PROFILE

Meritage was the seventh largest U.S. homebuilder in 2021 based on
home deliveries. The company operates in 19 markets across 10
states and offers homes targeting the first-time and first move-up
buyer.

SUMMARY OF FINANCIAL ADJUSTMENTS

Historical and projected EBITDA is adjusted to add back interest
expense included in cost of sales and also excludes impairment
charges and land option abandonment costs. Fitch also adds back
stock-based compensation expense to EBITDA.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Meritage Homes
Corporation         LT IDR BB+ Affirmed               BB+

   senior
   unsecured        LT     BB+ Affirmed     RR4       BB+


METRO SERVICE: Seeks Approval to Hire Wharton CPA as Accountant
---------------------------------------------------------------
Metro Service Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Wharton CPA,
LLC as its accountant.

The firm will assist the Debtor in preparing its schedules and
statement of financial affairs, monthly operating reports, budgets,
pro formas, and other financial documents that will become
necessary during the course of the Debtor's Chapter 11 case.

Wharton has agreed to a fee of $25,000 per month. Additionally, the
firm will charge the Debtor for direct out-of-pocket expenses.

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

The firm can be reached through:

     Brendel Wharton, CPA
     Wharton CPA, LLC
     P.O. Box 870847
     New Orleans, LA 70187
     Phone: (504)401-9581
     Email: Brendel@bwhartoncpa.com

                     About Metro Service Group

Metro Service Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. Case No. 22-11197) on Oct. 6,
2022, with $10 million to $50 million in both assets and
liabilities. Judge Meredith S. Grabill oversees the case.

The Debtor tapped Heller, Draper & Horn, LLC as bankruptcy counsel;
Davillier Law Group, LLC and Irpino Law Firm, LLC as special
counsel; and Wharton CPA, LLC as accountant.

David Asbach, Acting U.S. Trustee for Region 5, appointed an
official committee of unsecured creditors on Nov. 2, 2022. The
committee is represented by The Steffes Firm, LLC.


METRO SERVICE: Seeks to Hire Davillier Law Group as Special Counsel
-------------------------------------------------------------------
Metro Service Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Davillier Law
Group, LLC as its special counsel.

Davillier will assist in the investigation, research, and analysis
of claims against Waste Connections Bayou, Inc. for unpaid funds.

Davillier is entitled to a contingency fee equal to 33.3 percent of
any recovery to the Debtor from any party for the pursuit of the
claim, and to reimbursement of work-related expenses and other
charges.

Davillier neither holds nor represents an interest adverse to the
Debtor or its estate, according to court filings.

The firm can be reached through:

     Daniel E. Davillier, Esq.
     Davillier Law Group, LLC
     935 Gravier Street, Suite 1702
     New Orleans, LA 70112
     Phone: (504) 582-6998
     Fax: (504) 582-6985
     Email: ddavillier@davillierlawgroup.com

                     About Metro Service Group

Metro Service Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. Case No. 22-11197) on Oct. 6,
2022, with $10 million to $50 million in both assets and
liabilities. Judge Meredith S. Grabill oversees the case.

The Debtor tapped Heller, Draper & Horn, LLC as bankruptcy counsel;
Davillier Law Group, LLC and Irpino Law Firm, LLC as special
counsel; and Wharton CPA, LLC as accountant.

David Asbach, Acting U.S. Trustee for Region 5, appointed an
official committee of unsecured creditors on Nov. 2, 2022. The
committee is represented by The Steffes Firm, LLC.


METRO SERVICE: Seeks to Hire Irpino Law Firm as Special Counsel
---------------------------------------------------------------
Metro Service Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Irpino Law
Firm, LLC as its special counsel.

The Debtor requires a special counsel to pursue its claims against
the City of New Orleans over alleged breach of contract.

The firm is entitled to 15 percent of any recovery to the Debtor
should the matter be compromised prior to filing suit or litigation
in any court. Should it become necessary to file suit or engage in
litigation in any court, the fee amount will be increased to 33.3
percent of any recovery to the Debtor.

Irpino Law neither holds nor represents an interest adverse to the
Debtor or the estate, according to court filings.

The firm can be reached through:

     Anthony D. Irpino, Esq.
     Irpino Law Firm, L.L.C.
     d/b/a Irpino, Avin & Hawkins Law Firm
     2216 Magazine Street
     New Orleans, LA 70130
     Tel: 800-7500-529 / 504-525-1500
     Fax: 504-525-1501
     Email: airpino@aol.com

                     About Metro Service Group

Metro Service Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. Case No. 22-11197) on Oct. 6,
2022, with $10 million to $50 million in both assets and
liabilities. Judge Meredith S. Grabill oversees the case.

The Debtor tapped Heller, Draper & Horn, LLC as bankruptcy counsel;
Davillier Law Group, LLC and Irpino Law Firm, LLC as special
counsel; and Wharton CPA, LLC as accountant.

David Asbach, Acting U.S. Trustee for Region 5, appointed an
official committee of unsecured creditors on Nov. 2, 2022. The
committee is represented by The Steffes Firm, LLC.


MKS REAL ESTATE: Returns to Chapter 11, Lender Seeks Sanctions
--------------------------------------------------------------
MKS Real Estate LLC has again sought chapter 11 protection in the
Northern District of Texas.

According to court filings, MKS Real Estate LLC estimates $1
million to $10 million in debt to 1 to 49 creditors. The petition
states that funds will be available to unsecured creditors.

Westdale Capital Investors 3, LP, immediately filed a motion to
dismiss the Debtor's new Chapter 11 case and for sanctions against
the Debtor.

Westdale Capital Investors is the assignee to Cadence Bank's
secured claim.  As of Nov. 2, 2022, the payoff balance due and
owing to Westdale is $7,801,731, exclusive of attorney's fees and
expenses.  Per diem continues to accrue at the daily rate of
$3,879.

According to Westdale, the case should be dismissed under 1112
(b)(4)(E) because Debtor has failed to comply with an order of the
court.  The Debtor negotiated the Agreed Order in the prior case
wherein the Debtor agreed to the dismissal of the case with
prejudice for one year "or until such time as the Claim was paid in
full or the non-judicial foreclosure of the Real Property was
completed, whichever occurred later".  The Agreed Order further
provided that the Order survived the dismissal of the bankruptcy
case and "that in no event shall MKS have the right to take any
action to stop the foreclosure of the real property".  The real
property was posted for non-judicial foreclosure to take place on
Nov. 1, 2022.  On the day before the foreclosure Debtor filed a new
Chapter 11 case in violation of the Agreed Order.

This kind of deliberate violation of a court order is sanctionable
conduct to which Westdale requests the Court impose sanctions.

                     About MKS Real Estate

MKS Real Estate LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)).  It owns two parcels of real property
located in Tarrant County, Texas.

MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 21-bk-40424) on March 1, 2021.  On Oct. 28, 2021, the Court
entered an agreed order dismissing the bankruptcy case for one year
or until such time that the claim was paid in full, or the property
is foreclosed, whichever was later.  In consideration for the
Debtor being given one year to sell the real property, the Court
ordered "that [Cadence (formerly known as BancorpSouth)] shall have
the right to post the Real Property for non-judicial foreclosure
and proceed with the foreclosure on November 1, 2022 in the event
the Claim is not paid in full on or before October 31, 2022."

MKS Real Estate LLC again filed a Chapter 11 petition (Bankr. N.D.
Tex. on Case No. 22-42618) on Oct. 31, 2022.  In the petition filed
by Olufemi Ashadele as owner, the Debtor reported assets between
$10 million and $50 million and liabilities between $1 million and
$10 million.

The Debtor is represented by M. Jermaine Watson of Cantey Hanger
LLP.


MONARCH PCM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Monarch PCM, LLC
        7333 Jack Newell Blvd. N., Suite 100
        Fort Worth, Texas 76118

Business Description: The Debtor is engaged in the business of
                      pharmaceutical and medicine manufacturing.

Chapter 11 Petition Date: November 7, 2022

Court: United States Bankruptcy Court
       Northern District of Texas

Case No.: 22-42687

Debtor's Counsel: Mark A. Platt, Esq.
                  FROST BROWN TODD LLC
                  2101 Cedar Springs Road, Suite 900
                  Dallas, Texas 75201
                  Tel: (214) 580-5852
                  E-mail: mplatt@fbtlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Sam P. Rizkal as CEO & CFO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:

https://www.pacermonitor.com/view/6ANQMPA/Monarch_PCM_LLC__txnbke-22-42687__0001.2.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/Z2MITSA/Monarch_PCM_LLC__txnbke-22-42687__0001.0.pdf?mcid=tGE4TAMA


MONTROSE MULTIFAMILY: Wins Cash Collateral Access Thru Nov 14
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Montrose Multifamily Members, LLC to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, through November 14, 2022.

The Debtors require the use of the cash collateral of DLP Capital
Servicing LLC, as servicer for lender DLP Lending Fund, LLC, DLP
Housing Loans, LLC, DLP Income & Growth Fund LLC, and its related
entities in order to continue its ordinary course business
operations and to maintain the value of their bankruptcy estate.

DLP Capital will receive monthly adequate protection payments as
provided in the Debtors' Interim Budget, with payments for the
month of November 2022 to be made on or before November 13, 2022.

To the extent of Diminution of Value of their respective interests
in the cash collateral, and subject to the Carve-Out, DLP Capital
will have valid, binding, enforceable, and automatically perfected
replacement security interests in, and upon all of the Debtors'
assets.

To the extent of Diminution of Value, if any, of their respective
interests in the cash collateral, and subject to the Carve-Out, DLP
Capital is granted, in addition to claims under section 503(b) of
the Bankruptcy Code, an allowed superpriority administrative
expense claim against each Debtor and its respective estate
pursuant to the fullest extent provided for in section 507(b) of
the Bankruptcy Code.

The "Carve-Out" means quarterly fees required to the United States
Trustee pursuant to 28 U.S.C. section 1930(a)(6) and any fees
payable to the Clerk of the Bankruptcy Court. All liens and claims
of the DLP Capital, regardless of their nature or priority, will be
subject to the Carve-Out.

A final hearing on the matter is set for November 14 at 12:30 p.m.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3UqaYij from PacerMonitor.com.

The Debtor projects $158,654 in total rental income and $144,174 in
total expenses.

             About Montrose Multifamily Members, LLC

Montrose Multifamily Members, LLC own and manage 14 multifamily
apartment complexes in the Montrose neighborhood of Houston, Texas.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-90323) on October 4,
2022. In the petition signed by Christopher Bran, managing partner,
the Debtor disclosed up to $10 million in both assets and
liabilities.

Judge David R. Jones oversees the case.

Susan Tran Adams, Esq., at Tran Singh, LLP, is the Debtor's
counsel.



NELSON EDUCATION: $311M Bank Debt Trades at 43% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Nelson Education
Ltd is a borrower were trading in the secondary market around 56.9
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$311M facility is a term loan that was scheduled to mature in
2014.  About US$278M of the loan is drawn and outstanding.

Nelson Education Ltd. publishes educational products for learners
of all ages.  The Company's country of domicile is Canada.

On May 12, 2015, Nelson Education Ltd. and Nelson Education
Holdings Ltd. sought and obtained an initial order under the
Companies' Creditors Arrangement Act. Pursuant to the Initial
Order, Alvarez and Marsal Canada Inc. was appointed as the Monitor.
The Initial Order provides for a stay of proceedings against Nelson
until June 10, 2015, subject to extension by the Court. On May 29,
2015, the Court appointed FTI Consulting Canada Inc. as Monitor in
place of A&M.

On September 29, 2021, FTI Consulting Canada Inc. was discharged as
the trustee of Nelson (6778666 Canada Ltd. and 6779565 Canada Ltd.)
pursuant to the Order for Discharge of Trustee.


NEW CONSTELLIS: US$150M Bank Debt Trades at 49% Discount
--------------------------------------------------------
Participations in a syndicated loan under which New Constellis
Borrower LLC is a borrower were trading in the secondary market
around 51 cents-on-the-dollar during the week ended Fri., November
4, 2022, according to Bloomberg's Evaluated Pricing service data.

The US$150 million facility is a payment-in-kind term loan.  The
loan is scheduled to mature on March 27, 2025. The loan is fully
drawn and outstanding.

Headquartered in Herndon, Virginia, New Constellis Borrower LLC is
a provider of essential risk management services, such as security,
training, and global support services to government and commercial
clients throughout the world. The company is majority-owned by the
former first lien lenders of Constellis Holdings, LLC following a
financial restructuring that concluded March 27, 2020.


NEW FRONTERA: $75M Bank Debt Trades at 60% Discount
---------------------------------------------------
Participations in a syndicated loan under which New Frontera
Holdings LLC is a borrower were trading in the secondary market
around 40 cents-on-the-dollar during the week ended Fri., November
4, 2022, according to Bloomberg's Evaluated Pricing service data.

The US$75 million facility is a term loan.  The loan is scheduled
to mature on July 28, 2028. The loan is fully drawn and
outstanding.

Frontera Holdings LLC, owns a natural gas plant near the
U.S.-Mexico border.  The Company won confirmation of a Chapter 11
plan in April last year, about two and a half months after filing
for bankruptcy protection.




NEW MILLENNIUM: $600M Bank Debt Trades at 68% Discount
------------------------------------------------------
Participations in a syndicated loan under which New Millennium
Holdco, Inc. is a borrower were trading in the secondary market
around 32 cents-on-the-dollar during the week ended Fri., November
4, 2022, according to Bloomberg's Evaluated Pricing service data.

The US$600 million facility is a term loan.  The loan was scheduled
to mature on December 21, 2020.   About US$558 million of the loan
is drawn and outstanding.

New Millennium Holdco Inc. is a clinical toxicology laboratory
services provider. New Millennium Holdco Inc. was formed in
December 2015 when predecessor entity Millennium Health LLC emerged
from bankruptcy protection.


NEW TROJAN PARENT: $110M Bank Debt Trades at 27% Discount
---------------------------------------------------------
Participations in a syndicated loan under which New Trojan Parent,
Inc., is a borrower were trading in the secondary market around 73
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$110 million facility is a term loan.  The loan is scheduled
to mature on January 6, 2029. The loan is fully drawn and
outstanding.

New Trojan Parent, Inc. is the acquirer of Strategic Partners
Acquisition Corp., an indirect parent company of branded medical
apparel company Careismatic, Inc.


NEW TROJAN PARENT: $605M Bank Debt Trades at 25% Discount
---------------------------------------------------------
Participations in a syndicated loan under which New Trojan Parent,
Inc. is a borrower were trading in the secondary market around 75
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$605 million facility is a term loan.  The loan is scheduled
to mature on January 6, 2028. The loan is fully drawn and
outstanding.

New Trojan Parent, Inc. the acquirer of Strategic Partners
Acquisition Corp., an indirect parent company of branded medical
apparel company Careismatic, Inc.



NORTH AMERICAN: Insurers Denied Access to Asbestos Claim Details
----------------------------------------------------------------
A Pennsylvania bankruptcy judge declined to make public redacted
information about asbestos claims against Honeywell in the Chapter
11 case of its subsidiary North American Refractories Co., denying
the request of insurers because those details were not used by the
court in its decision-making and have never been filed on the case
docket.

In HONEYWELL INTERNATIONAL, INC., Plaintiff, v. NORTH AMERICAN
REFRACTORIES COMPANY PERSONAL INJURY SETTLEMENT TRUST, Defendant,
Adv. No. 21-2097-TPA, insurers TIG Insurance Company, Everest
Reinsurance Company, The North River Insurance Company, and United
States Fire Insurance Company filed with the Bankruptcy Court a
motion to have certain trial exhibits unredacted.

In the Motion, the Insurers challenge the redactions that were made
to 28 Exhibits that were admitted into evidence at the trial.  A
summary attached to the Motion indicates that claimant names were
redacted in all 28 of the challenged Exhibits. Other categories of
redacted information as indicated on the summary, and the number of
affected Exhibits as to each shown in parentheses, were: address
(16), social security number (13), date of birth (9), case caption
(8), personal representative (2), affiant identifiers (8), deponent
identifiers (4), spouse name (3), directives (2), date and location
of affidavit (1), law firm (1), document title (1), driver’s
license number (1), family members (1), coworkers (1), supervisors
(1), witnesses (1), and military serial number (1).  Relying on the
general right of public access, the public interest in the
transparency of asbestos bankruptcies, their own interest in
ferreting out fraudulent or defective claims made to the Trust, and
the requirements of 11 U.S.C. Sec. 107 and Fed.R.Bankr.P. 9037, the
Insurers seek to have much of the redactions agreed to by the
Parties undone.

Judge Thomas P. Agresti denied approval of the Motion.

Judge Agresti said, "The Insurers have cited no case where the
right of public access was found to require the judicial record to
be enhanced beyond what was actually filed with the court, which is
in effect what they are seeking here.  The Court thus concludes
that the Motion must be denied because the unredacted version of
the Exhibits that the Insurers would like to see were never "filed"
under Section 107 and never became "judicial records" under the
common law and thus there is no right of public access.  Although
the Court decides the Motion on that basis, it will also note that
even if it had found a right of public access in the unredacted
Exhibits it would have limited any required disclosure at most to
the claimants' names and general medical condition based on the
representations made by the Insurers at the May 5, 2022 argument on
the TAC/FCR Motion that such were the only categories of
information that they wanted, which the Court views as a limiting
waiver, as well as by concern over how the release of any further
information about the claimants could create an undue risk of
injury or identity theft to them."

                 About North American Refractories Co.

Based in Pittsburgh, Pennsylvania, North American Refractories
Company manufactured and sold refractory products.

The Company and its affiliates sought Chapter 11 protection on Jan.
4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after suffering a slump
in the domestic economy and encountering an overwhelming number of
claims from individuals asserting injuries or illnesses caused by
exposure to asbestos containing products it manufactured.  The
Company reported $27.5 billion in assets and $18.6 billion in
liabilities at the time of the filing.

The Hon. Judith K. Fitzgerald confirmed a Third Amended Plan of
Reorganization filed by North American Refractories Company and its
debtor-affiliates, I-Tec Holding Corp., Intertec Company, and
Tri-Star Refractories, Inc., on Sept. 24, 2007. That plan estimated
that unsecured non-asbestos creditors would recover about 90
cents-on-the-dollar.  Asbestos claims were channeled to a 524(g)
trust funded by Honeywell International Inc. and 79% of the stock
of the Reorganized Debtor.

James J. Restivo, Jr., Esq., Robert P. Simmons, Esq., and David
Ziegler, Esq., at Reed Smith LLP represents the Debtor.  Kroll
Zolfo Cooper LLC is the Debtors' bankruptcy consultants and special
financial advisors. The Official Committee of Unsecured Creditors
is represented by McGuire Woods, LLP. KPMG, LLP, is the Creditors
Committee's financial advisor.  The Asbestos Claimants Committee is
represented by attorneys at Caplin & Drysdale, Chartered and
Campbell & Levine, LLC.  L. Tersigni Consulting, PC was the
Asbestos Committee's financial advisor.

Lawrence Fitzpatrick was appointed as the Future Asbestos Claimants
Representative.  Mr. Fitzpatrick is represented by attorneys at
Young Conaway Stargatt & Taylor LLP and Meyer, Unkovic & Scott LLP.


O CLASS PLUS: EUR578M Bank Debt Trades at 19% Discount
------------------------------------------------------
Participations in a syndicated loan under which O Class Plus is a
borrower were trading in the secondary market around 81
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The EUR578 million facility is a delay-draw term loan.  The loan is
scheduled to mature on December 19, 2030.


OASIS WATER CO: $17M Bank Debt Trades at 16% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Oasis Water Co is a
borrower were trading in the secondary market around 84
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$17 million facility is a term loan.  The loan is scheduled
to mature on March 24, 2028. The loan is fully drawn and
outstanding.

Oasis Water Company is the largest bottled water company in the
Sultanate of Oman.  The Company's country of domicile is United
Arab Emirates.



OASIS WATER CO: $19M Bank Debt Trades at 16% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Oasis Water Co is a
borrower were trading in the secondary market around 84
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$19 million facility is a term loan.  The loan is scheduled
to mature on March 24, 2028. The loan is fully drawn and
outstanding.

Oasis Water Company is the largest bottled water company in the
Sultanate of Oman.  The Company's country of domicile is United
Arab Emirates.



OASIS WATER CO: $49M Bank Debt Trades at 16% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Oasis Water Co is a
borrower were trading in the secondary market around 84
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$49 million facility is a term loan.  The loan is scheduled
to mature on March 24, 2028. The loan is fully drawn and
outstanding.

Oasis Water Company is the largest bottled water company in the
Sultanate of Oman.  The Company's country of domicile is United
Arab Emirates.



OCCUPY REAL ESTATE: Seeks Cash Collateral Access
------------------------------------------------
Occupy Real Estate Group LLC asks the U.S. Bankruptcy Court for the
Middle District of Florida, Jacksonville Division, for authority to
use cash collateral and provide adequate protection.

The Debtor requires the use of cash collateral to successfully
reorganize its business.

The U.S. Small Business Administration is the Debtor's secured
creditor.

The parties that also assert a lien or security interest in the
Debtor's cash collateral are Merchant Capital Group, LLC d/b/a
Greenbox Capital, HFH Capital Funding LLC, Swift Financial, LLC
a/k/a Paypal (Loanbuilder), WebBank, Small Business Financial
Solutions, LLC a/k/a SBFS Rapid Finance a/k/a Rapid Finance, and
Westwood Funding Solutions, LLC.

The Debtor operates a profitable and productive real estate
brokerage that has become burdened with usurious and unconscionable
loans from merchant cash advance lenders that have caused cash flow
issues that are spiraling to become overwhelming and unmanageable.
The Debtor was inundated with offers from MCA lenders and
unfortunately made an improvident decision to accept a loan offer
from an MCA lender to use for marketing and lead generation to
build the Debtor's business. Unfortunately, that loan almost
immediately became unmanageable and unserviceable due to the
massively high, usurious interest rates that caused cash flow
issues for the business.

The Debtor was then inundated with other offers from MCA lenders as
a way to address the Debtor's cash flow issues, which again the
Debtor improvidently accepted, which then drastically exacerbated
the Debtor's financial and cash flow issues with additional
predatory loans from MCA lenders that are imposing huge and
unnecessary costs on the Debtor. The MCA lenders' ability to
unilaterally take funds from the Debtor's bank accounts have made
it difficult for the Debtor to operate. The Debtor also has other
trade creditors and an SBA loan that it desires to reorganize.

As of the Petition Date, the Debtor has approximately $40,246 of
cash in deposit accounts, of which $38,412 that consists of tenant
security deposits that the Debtor is holding in escrow for its
landlord clients; and the Debtor is owed approximately $0.00 in
accounts receivable. The Debtor's other personal property
(consisting of two vehicles and miscellaneous yard signs and office
supplies) is valued at approximately $154,480.

The Debtor owes approximately $169,500 to the SBA that is secured
by a UCC Financing Statement filed on June 17, 2020.

As adequate protection for the use of the Secured Creditor's and
the Inferior Interests' cash collateral, the Debtor proposes to
grant creditors a replacement lien with the same validity, extent,
and priority as their respective prepetition liens.


A copy of the motion and the Debtor's budget is available at
https://bit.ly/3WC0NJ2 from PacerMonitor.com.


The budget provides for total operating expenses, on a monthly
basis, as follows:

     $147,991 for December 2022;
     $147,991 for January 2023;
     $167,991 for February 2023;
     $168,991 for March 2023;
     $167,991 for April 2023; and
     $177,991 for May 2023.



                About Occupy Real Estate Group LLC

Occupy Real Estate Group LLC is a full-service real estate
brokerage and property management company, with 54 real estate
agents, headquartered in Jacksonville, Florida.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:22-bk-02240) on
November 2, 2022. In the petition signed by Trevaris Tutt, manager,
the Debtor disclosed up to $50,000 in assets and up to $1 million
in liabilities.

Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
counsel.







OCTAVE MUSIC: $102M Bank Debt Trades at 19% Discount
----------------------------------------------------
Participations in a syndicated loan under which Octave Music Group
is a borrower were trading in the secondary market around 80.8
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$102 million facility is a term loan.  The loan is scheduled
to mature in 2030. The loan is fully drawn and outstanding.

Octave Music Group Inc/The. TouchTunes Interactive Networks, Inc.
develops music and entertainment platform.



OIA ACQUISITION: $131M Bank Debt Trades at 15% Discount
-------------------------------------------------------
Participations in a syndicated loan under which OIA Acquisition LLC
is a borrower were trading in the secondary market around 85
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$131 million facility is a term loan. The loan is scheduled
to mature on October 19, 2027. The loan is fully drawn and
outstanding.

The Company was formed in connection with the acquisition of
Outpatient Imaging Affiliates, LLC, a provider of outpatient
radiology services in partnership with leading health systems
across the country.


OIA ACQUISITION: $21M Bank Debt Trades at 15% Discount
------------------------------------------------------
Participations in a syndicated loan under which OIA Acquisition LLC
is a borrower were trading in the secondary market around 85
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$21 million facility is a delay-draw term loan.  The loan is
scheduled to mature on October 19, 2027.

The Company was formed in connection with the acquisition of
Outpatient Imaging Affiliates, LLC, a provider of outpatient
radiology services in partnership with leading health systems
across the country.


ONE CALL CORP: $700M Bank Debt Trades at 24% Discount
-----------------------------------------------------
Participations in a syndicated loan under which One Call Corp is a
borrower were trading in the secondary market around 76
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$700 million facility is a term loan.  The loan is scheduled
to mature on April 22, 2027. The loan is drawn and outstanding.

One Call Corp One Call Corporation operates in providing health
care services.  



OPEN TEXT: S&P Lowers Unsecured Debt Rating to 'BB-', Outlook Neg
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Open Text
Corp.'s unsecured debt to 'BB-' from 'BB' and revised the recovery
rating on the notes to '6' from '5'. The '6' recovery rating
reflects its expectation for negligible (0%-10%; rounded estimate:
0%) in a default scenario. S&P's 'BB+' issuer credit rating (ICR)
and negative outlook on the company are unchanged.

The downgrade follows Open Text's issuance of senior secured debt
in conjunction with its planned acquisition of Micro Focus, which
has lowered the enterprise value available to unsecured creditors
in an event of hypothetical default.

S&P Global Ratings also assigned its 'BBB-' issue-level rating, and
'2' recovery rating, to Open Text's proposed term loan debt of the
US$4.585 billion senior secured debt. The '2' recovery rating
indicates S&P's expectation for substantial (70%-90%; rounded
estimate: 80%) recovery in the event of a default.

The proposed term loan B debt issuance ranks pari passu with the
company's existing secured debt obligations, which include a
revolving credit facility and a term loan. Proceeds of the offering
will be used to finance the purchase of Micro Focus International
PLC.

ISSUE RATINGS—RECOVERY ANALYSIS

Key analytical factors

-- S&P assigned its 'BBB-' issue-level rating and '2' recovery
rating to Open Text's proposed term loan B of the US$4.585 billion
senior secured debt. S&P's '2' recovery rating indicates its
expectation for substantial (70%-90%; rounded estimate: 80%)
recovery in the event of a default.

-- S&P's simulated default scenario incorporates the assumption
that Open Text would default in 2027.

-- In this scenario, intensifying competition and reduced demand
for the company's products and services, which could result from
technology failure or changing market preferences, lead to lost
customers and sharply weaker operating performance.

-- S&P assumes that Open Text would be reorganized or sold as a
going concern as opposed to being liquidated.

-- S&P has used an operational adjustment of 10% to derive the
emergence EBITDA, reflecting its view that the company would have a
higher level of debt on the path to default.

-- S&P's recovery analysis yields a net default enterprise value
of US$5.1 billion. This is based on a 6.5x multiple of about US$832
million of emergence EBITDA estimate and 5% administrative
expenses.

-- Given the large amount of proposed senior secured debt
(US$4.585)) for the Micro Focus acquisition, S&P believes there
will be significantly lower enterprise value available for
unsecured noteholders leading to negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a default, and hence S&P
lowered the issue-level rating to 'BB-' from 'BB'.

Simulated default assumptions

-- Emergence EBITDA: US$832 million
-- Multiple: 6.5x
-- Gross recovery value: US$5.4 billion

Simplified waterfall

-- Net recovery value for waterfall after administrative expenses
(5%): US$5.1 billion

-- Obligor/non-obligor valuation split: 97%/3%

-- Estimated priority claims: 0

-- Remaining recovery value (obligor/non-obligor): US$4.98
billion/US$154 million

-- Estimated first-lien claim: US$6.1 billion

-- Value available for first-lien claim: US$5.1 billion

    --Recovery range: 70%-90% (rounded estimate: 80%)

-- Estimated senior unsecured notes claim: US$3.4 billion

-- Value available for unsecured claim: US$0 million

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

All debt amounts include six months of prepetition interest.



OUTERSTUFF LLC: $155M Bank Debt Trades at 16% Discount
------------------------------------------------------
Participations in a syndicated loan under which Outerstuff LLC is a
borrower were trading in the secondary market around 84
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$155 million facility is a payment-in-kind term loan. The
loan is scheduled to mature on December 31, 2023. The loan is fully
drawn and outstanding.

Outerstuff LLC designs, manufactures, and markets sports apparel.


OUTPUT SERVICES: $180M Bank Debt Trades at 29% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Output Services
Group is a borrower were trading in the secondary market around 71
cents-on-the-dollar during the week ended Fri., November 4, 2022,
according to Bloomberg's Evaluated Pricing service data.

The US$180 million facility is a term loan.  The loan is scheduled
to mature on June 27, 2026.  The loan is fully drawn and
outstanding.

Output Services Group, Inc. offers printing services.  



PACKAGING COORDINATORS: $380M Bank Debt Trades at 17% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Packaging
Coordinators is a borrower were trading in the secondary market
around 83 cents-on-the-dollar during the week ended Fri., November
4, 2022, according to Bloomberg's Evaluated Pricing service data.

The US$380 million facility is a term loan.  The loan is scheduled
to mature on December 13, 2029. The loan is fully drawn and
outstanding.

Packaging Coordinators Midco, Inc. distributes pharmaceutical
products.



PARKING 56: Seeks to Hire Law Office of Jonathan Cohen as Counsel
-----------------------------------------------------------------
Parking 56, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire the Law Office of
Jonathan Cohen to handle its Chapter 11 case.

Jonathan Cohen, Esq., the firm's attorney, will be paid an hourly
fee of $200, plus all costs.

Mr. Cohen disclosed in a court filing that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Jonathan Cohen, Esq.
     Law Office of Jonathan Cohen
     102 Overlook Terr
     Roslyn Hts NY 11577
     Tel: 646-236-4064
     Email: jcohen1947@yahoo.com

                          About Parking 56

New York-based Parking 56, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 22-11259) on Sept. 20, 2022, with $1 million to $10
million in assets and up to $50,000 in liabilities. Ronald Massie,
manager of Parking 56, signed the petition.

Judge Lisa G. Beckerman presides over the case.

Jonathan Cohen, Esq., at the Law Office of Jonathan Cohen
represents the Debtor as counsel.


PG&E CORP: Fire Victims Trust Liquidates $500 Million in Stock
--------------------------------------------------------------
The PG&E Fire Victim Trust (FVT) on Oct. 28, 2022, said it sold 35
million shares of PG&E stock as it continues its work to compensate
the victims of fires in Northern California from 2015 to 2018.
This follows the sale of the same number of shares in early
October.

The FVT was created in July 2020 and funded with both cash and
shares of stock pursuant to PG&E's Chapter 11 Plan of
Reorganization.  At that time, 476,995,175 shares of common stock
were transferred to the Trust.  This was followed on August 3,
2020, with an additional 748,415 shares.  Any sale, disposition or
other transaction involving the Trust's shares follow strict
guidelines as outlined in filings with the U.S. Bankruptcy Court
and the U.S. Securities and Exchange Commission.

"The price at which PG&E stock traded [Oct. 28] supported the sale
of 35 million shares.  Together with the sale executed in early
October, we continue to add to funds available for claimants and
execute against our overarching goal to help Fire Victims recover
from the devastation of the fires in Northern California,” said
Trustee Cathy Yanni.

As of Oct. 28, 2022, the Trust had issued determination notices to
86% of all claimants and paid claimants over $5.36 billion.

                          *     *     *

According to Axios, the embattled California utility provider's
stock is up nearly 25% YTD, giving the Trust access to additional
funds via stock grants to pay out fire victims' claims.

The Trust, which is overseen by Cathy Yanni and has paid out
roughly $5 billion worth of claims to date, sold off roughly 10% of
its entire PG&E stock holding in the transaction.  It sold 35
million shares at $14.77 Thursday, October 27, 2022.  The stock
price rose to $15.25 by close of business Friday, October 28, 2022.
The Trust retains more than 307 million shares in PG&E..

                    About The Fire Victim Trust

The Fire Victim Trust evaluates, administers, processes and
resolves eligible claims arising from the 2015 Butte Fire, 2017
North Bay Fires, and 2018 Camp Fire. Under the direction of the
Trustee and Claims Administrator, the Fire Victim Trust provides an
efficient and equitable process to review claims and compensate
Fire Victims for both economic and noneconomic damages caused by
these fires, including destruction or damage to real estate and
personal property, additional living expenses, lost wages, business
losses, personal injury or death and related medical expenses, and
emotional distress. To date, the Fire Victim Trust has disbursed
$5.36 billion to Fire Victims. For more information about the Fire
Victim Trust, please visit www.firevictimtrust.com.

                    About PG&E Corporation

PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.

PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.

On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).  As of Sept.
30, 2018, the Debtors, on a consolidated basis, had reported $71.4
billion in assets on a book value basis and $51.7 billion in
liabilities on a book value basis.

Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk
LLC is the claims and noticing agent.

PG&E has appointed James A. Mesterharm, a managing director at
AlixPartners, LLP, and an authorized representative of AP Services,
LLC, to serve as Chief Restructuring Officer. In addition, PG&E
appointed John Boken also a Managing Director at AlixPartners and
an authorized representative of APS, to serve as Deputy Chief
Restructuring Officer.

Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as special counsel.

The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.

On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants.  The tort claimants' committee is represented by
Baker & Hostetler LLP.

                          *     *     *

PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization ("Plan") that was confirmed by the United States
Bankruptcy Court on June 20, 2020.  

For the benefit of fire victims, the Plan provided for a Fire
Victim Trust, which was funded with an oft-stated value of $13.5
billion, to be half in cash and half in new company PG&E common
stock.  The $6.75 billion in cash was paid.  With respect to the
stock consideration, 478 million shares of PG&E stock were
delivered to the Fire Victim Trust in accordance with an agreed-to
formula under the Plan.


PQ NEW YORK: CSC's Move to Dismiss Adversary Case Denied in Part
----------------------------------------------------------------
Bankruptcy Judge John T. Dorsey denies in part and grants in part
Corporation Services Company's Motion to Dismiss the case styled In
re: DAILY BREAD WINDDOWN, LLC, Chapter 11, Reorganized Debtor.
Gavin Solmonese, LLC, in its capacity as Liquidating Trustee of PQ
Liquidating Trust, Plaintiff, v. Corporation Services Company,
Defendant, Adv. No. 22-50334 (JTD), (Bank. D. Del.).

Gavin Solmonese, LLC, in its capacity as Liquidating Trustee of PQ
Liquidating Trust, brought this action seeking to avoid certain
transfers and for disallowance of claims filed by the Defendant
Corporation Service Company ("CSC") pursuant to Section 502 of the
Code "until such time as the Defendant pays an amount equal to the
aggregate amount of the Avoidable Transfers."

PQ New York, Inc. and its debtor affiliates commenced this
bankruptcy case on May 27, 2020. The Debtors' Plan was confirmed on
Sept. 25, 2020, creating the PQ Liquidating Trust, vesting it with
the right to commence avoidance actions, and appointing the
Trustee.

In its Complaint, the Trustee alleges that CSC provided legal
compliance services to Debtors pursuant to certain agreements.
Prior to the Petition Date, CSC served as the Debtors' registered
agent in Delaware, California, Virginia, New York, and Illinois to
accept service of process. From Jan. 3, 2020 through Jan. 23, 2020,
CSC issued 88 invoices to the Debtors totaling $26,245. On March
12, 2020, Debtors paid CSC $26,245 in satisfaction of the
outstanding invoices.

The Trustee asserts that the Debtors paid CSC for or on account of
antecedent debt or a debt owed before the transfer based on certain
agreements with the Debtors. At the time of the payment, the
Trustee presumed the Debtors' insolvency because the transfer
occurred within ninety days of the Petition Date pursuant to
Section 547(f) of the Code. The Trustee further alleges that CSC
received more than it would have if Debtors liquidated in a chapter
7 based on its review of the Debtors schedules as well as proofs of
claim showing that unsecured creditors will not be paid in full.

To the extent the transfer was not based on an antecedent debt,
there was no reasonable equivalent value, and the Debtors were
insolvent at the time of the transfers or made insolvent by the
transfers, the Trustee asserts a claim for recovery of any
transfers deemed avoidable pursuant to Section 550 of the Code.
Furthermore, the Trustee seeks disallowance of CSC's claims until
CSC pays any amounts owed to the Debtors on account of the
avoidance actions.

CSC moved to dismiss the preference and fraudulent transfer claims
for failure to state a claim and seeks to dismiss the entire
complaint because the plan purportedly exculpated CSC as an agent
of the Debtors. Particularly, CSC argues that Trustee should
identify whether CSC is a vendor or creditor. CSC does not believe
that the description of the invoices and other documents is
specific enough to evidence the nature of the antecedent debt or
how such debt arose.

The Court denies CSC's motion to dismiss Trustee's claim for
preferential transfer. The Court finds that the Trustee's
description of legal compliance services gives context to the
transfer. The Court notes that the Trustee described the services
CSC provided were for legal compliance (which is accepted as true)
provides more than a bare allegation that merely referred to
services offered by a vendor or creditor. The Court further notes
that the Trustee provided invoice numbers which if true, should
notify CSC of the factual disputes that underlie the transfers and
the services connecting to these invoices.

The Court grants, however, CSC's motion to dismiss the Trustee's
fraudulent transfer claim because the Complaint contains no factual
information from which one could conclude that the Debtors did not
"get what they gave." The Court observes that "the Complaint barely
describes the nature of what the Debtors received at all beyond
stating that 'upon information and belief, [CSC] was, at all
relevant times, a vendor or creditor that provided legal compliance
services to or for the debtors.' There are no factual allegations
at all regarding the services received by Debtors, nor anything
that could support a finding that the Debtors overpaid for such
services. Instead, the Complaint just repeats the statutory
requirements for a constructive fraud claim. This is wholly
insufficient."

CSC also argues that claims against it were released under the
Plan. Specifically, CSC argues that the following provision in the
Plan releases all the Debtors' agents, including CSC: "The
Exculpated Parties will neither have nor incur any liability to any
entity for any claims or causes of action arising on or after the
Petition Date and prior to closing of the Chapter 11 Cases. . . The
plan defined 'Exculpated Parties' as follows: (i) the Debtors, (ii)
the Debtors' directors and officers, (iii) the Creditors'
Committee, (iv) the Liquidating Trustee, and (v) in the case of (i)
— (iv), each of their respective Representatives. . ." The plan
included agents when defining "Representatives."

The Court explains that even if it could be established at this
stage of the case that CSC was the Debtors' agent as a matter of
law (which it cannot), there is nothing before the Court that would
establish that CSC provided "good and valuable consideration" for
the releases granted under the Plan. The Court explains further
that, in most cases, the question of whether consideration given is
good and valuable is one of fact that cannot be resolved at the
motion to dismiss phase. Accordingly, the Court denies CSC's motion
to dismiss base on the exculpation clause in the Plan because there
remains an unresolved question of fact.

CSC also argues that the Trustee's claim for recovery under Section
550 should be dismissed because it is not a separate basis for
liability. The Court agrees with CSC that Section 550 is not a
separate basis for liability. The Court rules, however, that the
survival of the claim hinges on whether the preferential transfer
and fraudulent transfer claims survive the Motion to Dismiss.
Because the Trustee's preferential transfer claim survives, the
Court denies CSC's motion to dismiss Trustee's claim for recovery
under Section 550.

The Court explains that the disallowance of claim depends on the
Trustee's success in avoiding transfers. The Court concludes that
until the Trustee has litigated its claims for the avoidable
transfers, disallowance is nascent. The Court finds that the
Trustee has adequately pled Counts I and III to avoid transfers and
CSC moved to dismiss Count IV because under the plan CSC is
exculpated. Because there is an unresolved question of fact as to
exculpation, the Court denies CSC's motion to dismiss Count IV.

A full-text copy of the Memorandum Opinion and Order dated Nov. 1,
2022, is available at https://tinyurl.com/62bnn2f from Leagle.com.

                        About PQ New York

Based in New York, PQ New York, Inc. is a wholly-owned subsidiary
of PQ Licensing SA, a Belgian company, and operated 98 restaurants
in the United States under the trade name Le Pain Quotidien.

On May 27, 2020, PQ New York and its U.S. affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 20-11266).  PQ New York
was estimated to have $100 million to $500 million in assets and
liabilities at the time of the filing.

The Debtors tapped Richards, Layton & Finger, P.A. as its legal
counsel, and SSG Advisors, LLC as its investment banker.
PricewaterhouseCoopers LLP is the interim management services
provider.  Donlin, Recano & Company, Inc., is the claims agent.


REVLON INC: Controversial Debt Deals Spark New Creditor Lawsuit
---------------------------------------------------------------
A group of Revlon Inc. lenders burned by a series of contentious
financing maneuvers beginning in 2019 are seeking to unwind the
deals through a lawsuit in bankruptcy court.

Lenders including Brigade Capital Management, Antara Capital and
JPMorgan accuse Revlon Inc. and related entities of siphoning
valuable collateral, like the Elizabeth Arden brand, from existing
lenders in order to raise new money as its business faltered.
According to the suit, Revlon conspired with a subset of creditors
including King Street Capital Management, Angelo Gordon & Co. and
Cyrus Capital Partners in order to pull off the deals.

The plaintiffs/lenders are:

   * Aimco CLO 10 Ltd, et al.
   * Allstate Insurance Company,
   * Antara Capital Master Fund LP,
   * Halcyon Loan Advisors Funding 2013-1 Ltd, et al.,
   * Benefit Street Partners CLO II Ltd, et al.,
   * Acis CLO 2014-5 Ltd,
   * Battalion CLO IX Ltd, et al.,
   * Big River Group Fund Spc LLC,
   * Blue Falcon Limited,
   * Brigade Collective Investment Trust, et al.,
   * City Of Phoenix Employees Retirement Plan,
   * Delta Master Trust,
   * FCA Canada Inc. Elected Master Trust,
   * FCA UU LLC Master Retirement Trust,
   * FedEx Corporation Employees Pension Trust,
   * Future Directions Credit Opportunities Fund,
   * Illinois State Board of Investment,
   * JPMorgan Chase Retirement Plan Brigade Bank Loan,
   * JPMorgan Chase Retirement Plan Brigade Hy Bond,
   * Los Angeles County Employees Retirement Association,
   * Mediolanum Best Brands Global High Yield,
   * Northrop Grumman Pension Master Trust (Account A - Hy),
   * Panther Bcm, LLC - Class A, SC Credit Opportunities Mandate,
LLC,
   * SEI Global Master Fund Plc, et al.,
   * The Coca-Cola Company Master Retirement Trust,
   * U.S. High Yield Bond Fund,
   * Castleknight Master Fund LP,
   * Corre Opportunities Qualified Master Fund LP, et al.
   * Ellington CLO II Ltd, et al.,
   * Greywolf CLO II Ltd, et al.,
   * Arch Investment Holdings IV Ltd,
   * Cardinal Fund LP,
   * Gim Credit Master Lux Sarl,
   * HPS Loan Management 10 2016 Ltd, et al.,
   * Institutional Credit Fund Subsidiary LP,
   * Liquid Loan Opportunities Master Fund LP,
   * Watford Asset Trust I,
   * Zurich American Life Insurance Company, et al.,
   * Livello Capital Special Opportunities Master Fund LP,
   * JMP Credit Advisors CLO III R Ltd, et al.,
   * Venture 28a CLO Limited, et al.,
   * New Generation Loan Fund Limited Partnership,
   * Nuveen Asset Management, LLC, et al.,
   * Pensiondanmark Pensionsforsikringsaktieselskab
   * Principal Diversified Real Asset Cit, et al.,
   * Symphony CLO XIV, Ltd, et al.,
   * ZAIS CLO 1 Limited, et al.,
   * Cedar Funding II CLO Ltd, et al.

Aside from the Debtors, the plaintiffs also sued:

   * Jefferies Finance LLC,
   * Jefferies LLC,
   * Ares Corporate Opportunities Fund V LP,
   * ASOF Holdings II LP,
   * ASSF IV AIV B Holdings III LP,
   * Angelo, Gordon & Co LP,
   * Cyrus Capital Partners LP,
   * Deutsche Bank Ag Cayman Islands Branch,
   * Diameter Capital Partners LP,
   * Glendon Capital Management LP,
   * King Street Capital Management, LP,
   * Nut Tree Capital Management LP,
   * Oak Hill Advisors LP, and
   * 140 Summer Partners Master Fund LP.

In Aimco CLO 10 Ltd et al v. Revlon, Inc. et al, Adv. Case No.
22-01167, the Plaintiffs seek to avert the severe and irreparable
harms that Plaintiffs are poised to suffer due to a concerted
scheme orchestrated by debtor Revlon Consumer Products Corporation,
its affiliates, and a series of accomplice investment funds and
financial institutions to improperly manipulate Revlon's capital
structure and strip hundreds of millions of dollars of collateral
that should be available to secure Plaintiffs' claims in these
bankruptcy cases.  Plaintiffs are by all rights first-priority
lienholders on that collateral -- which includes a variety of
Revlon's valuable intellectual property assets for some of the most
recognizable brands in the world -- and this lawsuit asks the
Bankruptcy Court to confirm that fact.  If allowed to stand,
Defendants' unlawful practice would reward Revlon and the other
Defendants for wrongfully circumventing existing credit agreements
to the detriment of good-faith lenders like Plaintiffs.

In particular, the Plaintiffs claim that in breach of their
contractual and common law duties, Defendants perpetrated a series
of transactions to (i) divest Plaintiffs of their first-priority
liens on highly valuable assets they bargained for as security to
support a nearly $2 billion loan to RCPC; (ii) collateralize a new
$880 million loan to RCPC with first-priority liens on those very
same assets in favor of the BrandCo Lenders who, as a result, claim
they have displaced Plaintiffs as first-priority lienholders on
those assets; and (iii) enrich RCPC with cash (and now debt).  Now,
absent judicial intervention, the Plaintiffs assert that the
BrandCo Lenders are poised to reap the fruits of Defendants' scheme
by wrongfully seeking to recover in these bankruptcy proceedings as
first-priority lien holders on collateral in which they have no
valid interest and on debt that RCPC had no valid basis to issue.

The Plaintiffs warn that if Defendants' scheme is not declared
void, prospective debtors, acting in concert with ends-oriented
creditors, will be emboldened to circumvent legal obligations
protecting collateral in existing credit agreements, manipulate
their capital structure, and thereby unlawfully prejudice good
faith lenders just as Defendants are attempting to do here.

                       Valuable Collateral

The Plaintiffs hold interests in more than 50% of the term loans
outstanding under a Term Credit Agreement, which RCPC entered into
in the fall of 2016 (the "2016 Credit Agreement") to fund its
acquisition of a leading global beauty company, Elizabeth Arden
Inc.  The 2016 Credit Agreement included both (i) a secured $1.8
billion term loan facility (the "2016 Term Loan Facility"); and
(ii) provisions for the issuance of supplemental revolver loans to
fund RCPC's business operations.

The key component of the 2016 Credit Agreement, which made the
entire lending arrangement possible, was the first-priority liens
on highly valuable collateral that secured the term loans.  An
important piece of that collateral was Revlon's intellectual
property assets, including its trademarks and other rights
associated with many of the best known, well-established beauty
brands in the world.  The value attributed to those household brand
names -- including Elizabeth Arden itself -- was and remains very
material relative to the value of the entire Revlon enterprise, and
the lenders under the 2016 Term Loan Facility (the "2016 Term
Lenders"), like Plaintiffs, premised their investments on the
quality of, and their access to, that valuable collateral.  The
2016 Credit Agreement, accordingly, prohibited RCPC from stripping
the 2016 Term Lenders of their critical first-priority liens over
much of Revlon's key collateral without first obtaining valid
consents.

In 2019 and 2020, however, RCPC undertook two transactions to
improperly evade these prohibitions on asset-stripping. First, in
August 2019, RCPC borrowed an additional $200 million from Ares
Corporate Opportunities Fund V, L.P., ASOF Holdings II, L.P., and
ASSF IV AIV B Holdings III, L.P. (collectively, "Ares") pursuant to
a new credit agreement (the "2019 Credit Agreement").  As a
necessary precondition of Ares' decision to lend, RCPC siphoned off
a portion of the collateral securing the 2016 Term Loan Facility
and pledged it instead as collateral to Ares under the 2019 Credit
Agreement (the "2019 Transaction").

RCPC did this by transferring intellectual property associated with
its valuable American Crew brand (the "American Crew IP") -- the
top men's grooming brand in the country -- to a new subsidiary
where that intellectual property purportedly was no longer
collateral for the 2016 Credit Agreement. Allegedly free from those
restrictions, RCPC's new subsidiary then provided Ares with a
first-priority lien on the American Crew IP.  The new subsidiary
then leased back to RCPC the right to use the American Crew IP,
which continued its sale and marketing of American Crew products
without any change. RCPC undertook this transaction in breach of
Section 7.10 of the 2016 Credit Agreement, which bars such
sale-leaseback transactions, giving rise to an Event of Default.

The second transaction followed in May 2020 (the "2020
Transaction").  By then, Revlon was facing the prospect of
insolvency -- its quarterly operating and net losses were
substantial, its quarterly net sales and adjusted EBITDA were in
steep decline, and the trading prices on RCPC's debt plummeted,
falling to 40 cents on the dollar for the 2016 Term Loan debt by
May 7, 2020.  As a result, Revlon set in motion a bigger, bolder,
and more egregious scheme than the 2019 Transaction, structured to
further divest Plaintiffs of their first-priority liens on the
collateral that had been pledged under the 2016 Credit Agreement.

Working in close coordination with a favored minority group of the
2016 Term Lenders that also planned to participate in the 2020
Transaction (the "Conspiring Lenders"), RCPC devised a multi-part
transaction that purported to strip away most of the remaining
intellectual property collateral securing the 2016 Credit Agreement
so that it could secure $880 million in additional new debt
borrowed from those same Conspiring Lenders, among others. Most
importantly, the collateral pledged away as part of this 2020
Transaction included the highly valuable intellectual property
assets that were material to the 2016 Credit Agreement, including
the trademarks and other rights associated with Elizabeth Arden,
Almay, Mitchum, CND, crème of Nature, Lottabody, Roux, Fancifull,
Curve, Charlie, and several other brands (together with the
American Crew IP, the "BrandCo IP").

In 2020, the Conspiring Lenders were keenly aware that RCPC faced
the prospect of insolvency and their 2016 loans were underwater.
They participated in the 2020 Transaction because it carried the
promise of converting their underwater loans into fully secured,
senior loans with much higher value.  And in the event RCPC
eventually declared bankruptcy, they would be better positioned
with purportedly first-priority, undiluted access to the valuable
BrandCo IP collateral.  In other words, the 2020 Transaction
positioned the Conspiring Lenders to try to take a deteriorating
investment and convert it into an unlawful windfall in these very
bankruptcy cases.

All told, RCPC, the Conspiring Lenders, the BrandCo Lenders,
Jefferies, and the BrandCo Entities perpetrated a scheme to
re-order Revlon’s capital structure and divest Plaintiffs of
their first-priority lien interests in the BrandCo IP even though:

   * The transfer of the American Crew IP in 2019, for the benefit
of Ares, was an Event of Default under the 2016 Credit Agreement;

   * The 2016 Lenders provided notice to RCPC of that existing
Event of Default;

   * The Co-Op Lenders put RCPC on notice that they would not
consent to the 2020 Transaction;

   * Despite being prohibited from issuing the Sham Revolver, RCPC
-- with the assistance of the Conspiring Lenders -- issued it
anyway solely to rig the voting and disenfranchise the majority
2016 Term Lenders of their contractual right to reject the 2020
Amendment that would divest them of their security on their loans;

   * The 2020 Amendment was invalidly approved by a "majority" of
lenders only by including the votes of the Sham Revolver lenders
who were not entitled to vote and who had no actual economic
interest under the 2016 Credit Agreement that they were voting to
amend;

   * The 2020 Amendment, in all events, required consent from the
majority of the 2016 Term Lenders (not including the lenders under
the Sham Revolver), and thus was invalidly adopted notwithstanding
the vote of the Sham Revolver lenders; and

   * The 2020 Transaction, like the 2019 Transaction, incorporated
a sale-leaseback that plainly violated the 2016 Credit
Agreement’s prohibition of such transactions.

Through this Adversary Proceeding, Plaintiffs thus invoke the
Bankruptcy Court's jurisdiction to unwind the 2020 Transaction so
that its drastic, inequitable consequences can be averted before it
is too late and these bankruptcy cases can be resolved based on a
proper recognition of the creditors' respective rights.

Counsel for the Plaintiffs:

        Matthew L. Schwartz
        Eric J. Brenner
        Katherine Zhang
        BOIES SCHILLER FLEXNER LLP
        55 Hudson Yards
        New York, New York 10001
        Tel: (212) 446-2300

             - and -

        Marc Ayala
        Andrew P. Steinmetz
        Alexander J. Law
        BOIES SCHILLER FLEXNER LLP
        333 Main Street
        Armonk, New York 10504
        Tel: (914) 749-8200

                          About Revlon Inc.

Revlon Inc. (NYSE: REV) manufactures, markets and sells an
extensive array of beauty and personal care products worldwide,
including color cosmetics; fragrances; skin care; hair color, hair
care and hair treatments; beauty tools; men's grooming products;
anti-perspirant deodorants; and other beauty care products.  Today,
Revlon's diversified portfolio of brands is sold in approximately
150 countries around the world in most retail distribution
channels, including prestige, salon, mass, and online.

Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour.  In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.

Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.

Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 22-10760) on June 15, 2022.  Fifty affiliates, including Almay,
Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.

Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.

The Hon. David S. Jones is the case judge.

PJT Partners is acting as financial advisor to Revlon and Alvarez &
Marsal is acting as restructuring advisor.  Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as legal advisor to the Company.
Mololamken, LLC, is the conflicts counsel.  Kroll, LLC, is the
claims agent.


RUBY PIPELINE: Unsecured Creditors Unimpaired in Plan
-----------------------------------------------------
Ruby Pipeline, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a Disclosure Statement for Chapter 11 Plan
dated November 1, 2022.

Ruby is a midstream service provider and acts as an interstate,
common carrier transporter of natural gas from various Rocky
Mountain basins to the Pacific Northwest.

In the months leading up to the commencement of this Chapter 11
Case, the Debtor was faced with certain financial and industry
challenges, including, but not limited to, the upcoming maturity of
the 2022 Unsecured Notes, the roll-off of certain long-term Firm
Contracts, and a deterioration in regional gas pricing fundamentals
and ultimately, market uncertainty.

Consequently, Kinder Morgan Inc., ("KMI") and Pembina Pipeline
Corporation ("Pembina" and together with KMI, the "Sponsors"), as
the holders of the Debtor's common and preferred equity,
respectively, commenced formal discussions in July 20212 with an ad
hoc group of holders under the 2022 Unsecured Notes (the "Ad Hoc
Group") to explore strategic alternatives, including a potential
refinancing of the 2022 Unsecured Notes or, in the alternative, a
restructuring. After engaging in approximately 9 months of
extensive negotiations, the Sponsors and the Ad Hoc Group were
unable to reach a consensual resolution.

On March 18, 2022, the Debtor's Board of Managers (the "Board")
appointed a special committee (the "Special Committee") of three
sophisticated, independent managers to guide the Debtor through a
potential restructuring. Additionally, the Special Committee re
engaged the Ad Hoc Group in hopes of reaching a consensual deal.
However, the parties failed to reach a consensual resolution, and
as a result, the Debtor was forced to file for relief under chapter
11.

As of the filing of this Disclosure Statement, the Debtor is now
well-positioned to maximize value for the estate and its creditors
by pushing forward with the sale and marketing process. Under the
guidance of the Special Committee and its advisors and pursuant to
its Court-approved Bidding Procedures, the Debtor has procedures in
place to designate a stalking horse, entertain qualified bids, and
conduct an auction for the sale of the Reorganized Equity (the
"Sale Transaction"). If the Sale Transaction is consummated, the
Debtor intends to make distributions to certain of its creditors
with cash on-hand, sale proceeds, and proceeds from any settlement
or litigation of causes of action belonging to the Debtor's estate.


However, the Debtor's Plan includes a toggle mechanic that
provides, among other things, for the Noteholders to equitize their
debt and receive 100% of the Reorganized Equity (the
"Reorganization Transaction") if certain conditions are not
satisfied (the "Sale Transaction Conditions").

The Sale Transaction Conditions are: (i) the Debtor obtaining
binding commitments as of the commencement of the Confirmation
Hearing with respect to investments in the Reorganized Debtor and
the settlement of Claims that will provide sufficient Net Cash
Proceeds to satisfy the Allowed Notes Claim in full in cash (as
determined by the Bankruptcy Court); (ii) the Debtor having
sufficient Net Cash Proceeds to satisfy all Holders of Allowed
Claims, excluding Holders of Subordinated Notes Claims, in full
unless the Holders of Notes Claims vote to accept the Plan; (iii)
all other payment obligations under the Plan are satisfied or
reserved for; and (iv) the Bankruptcy Court confirms the Plan and
approves the Sale Transaction.

Additionally, in this Reorganization Transaction, the remainder of
the Debtor's assets would be transferred to a liquidation trust.
All holders of allowed claims would be entitled to interests in
such liquidation trust and receive a distribution in accordance
with the Plan in an amount sufficient to pay their respective
claims in full.

Class 3 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive, in full
satisfaction, settlement, discharge and release of its Allowed
General Unsecured Claim: (x) a Distribution of Cash equal to the
allowed amount of its General Unsecured Claim; (y) Reinstatement of
its Allowed General Unsecured Claim; or (z) such other treatment
agreed to by the Holder of an Allowed General Unsecured Claim;
provided, that, any General Unsecured Claim held by an Excluded
Party shall be subject to Article VII.E of the Plan. This Class is
Unimpaired.

Class 7 consists of Existing Equity Interests. Each Holder of
Equity Interests shall receive (i) its Pro Rata share of the
remaining Net Cash Proceeds and (ii) Liquidation Trust Beneficial
Interests entitling Holders of Equity Interests to receive Net Cash
Proceeds only after satisfaction in full of all other amounts
required to be paid pursuant to the Plan, including the Allowed
Notes Claim and Allowed Subordinated Notes Claims.

                        Sale Transaction

The Distribution Agent shall fund Distributions and satisfy Allowed
Claims under the Plan with respect to the Sale Transaction using
Cash or Net Cash Proceeds, including Sale Transaction Proceeds;
provided, however, any post-Effective Date obligations shall be
funded through the Liquidation Trust by the Liquidation Trustee.

                   Reorganization Transaction

The Distribution Agent shall fund Distributions and satisfy Allowed
Claims under the Plan with respect to the Reorganization
Transaction using Cash or Net Cash Proceeds of the Debtor;
provided, however, any post-Effective Date obligations shall be
funded through the Liquidation Trust by the Liquidation Trustee.

In either case, the Debtor shall make an initial distribution of
Cash or Net Cash Proceeds on the Effective Date (or as soon
thereafter as is practicable).

Attorneys for Debtor:

     Ray C. Schrock, Esq.
     Sunny Singh, Esq.
     WEIL, GOTSHAL & MANGES LLP
     Ray C. Schrock, P.C.  
     767 Fifth Avenue
     New York, NY 10153
     Telephone: (212) 310-8000
     E-mail: ray.schrock@weil.com
             sunny.singh@weil.com  

                - and -

      RICHARDS, LAYTON & FINGER, P.A.
      Kevin Gross, Esq.
      Daniel J. DeFranceschi, Esq.
      John H. Knight, Esq.
      One Rodney Square 920 N. King Street
      Wilmington, Delaware 19801
      Telephone: (302) 651-7700
      Facsimile: (302) 651-7701

                       About Ruby Pipeline

Ruby Pipeline, LLC, a Houston-based natural gas pipeline company,
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
22-10278) on March 31, 2022.  In the petition filed by Will W.
Brown, as commercial vice-president, Ruby Pipeline listed $500
million to $1 billion in both assets and liabilities.   

Judge Craig T. Goldblatt oversees the case.

Richards, Layton & Finger, P.A. and Weil Gotshal & Manges, LLP are
the Debtor's bankruptcy counsels while PJT Partners, LP is the
investment banker. Kroll Restructuring Administration, LLC,
formerly known as Prime Clerk, LLC, is the claims and noticing
agent and administrative advisor.  

Counsel to the Ad Hoc Group and Special Counsel to the Indenture
Trustee are Morris, Nichols, Arsht & Tunnell LLP, and Davis Polk &
Wardwell LLP.

The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on April 19, 2022. Brown Rudnick, LLP and
Benesch, Friedlander, Coplan & Aronoff LLP serve as the committee's
bankruptcy counsel and Delaware counsel, respectively.


SEAGATE TECHNOLOGY: S&P Alters Outlook to Neg., Affirms 'BB+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB+' issuer credit rating on Seagate Technology
Holdings PLC.

The negative outlook reflects the spike in leverage S&P expects in
fiscal 2023 due to weakness in China, U.S. hyperscalers, PCs, and
consumer devices, and the risk that S&P could downgrade the company
if the rebound we foresee does not materialize.

S&P said, "The outlook revision reflects weakening credit metrics
in fiscal 2023. While our estimated leverage of 2.7x for the last
12 months as of the September quarter remains below our 3x
downgrade threshold, we expect quarterly annualized leverage to be
mid-7x next quarter and fiscal 2023 leverage to approach 5x.
Despite these surprisingly weak credit metrics, we believe the
cycle will bottom in the next quarter or two, cash flow will remain
positive in 2023 at 8% of adjusted net debt, and leverage will fall
back below 3x in 2024 and that FOCF to debt will return to the 20%
area. This reflects our view that demand for hyperscale data center
services is so strong, they can only pause investments for a few
quarters before needing to ramp investments up again, and that the
U.S. and global economy will rebound in calendar 2024.

"We expect Seagate's end markets to be weak over the next two to
three quarters. Macroeconomic weakness and COVID-19 lockdowns in
China are hurting cloud, enterprise, video surveillance, and
consumer demand. U.S. hyperscalers are slowing investment and
digesting excess HDD inventory they built up for safety when supply
chains were more stressed. Macroeconomic pressure is also weakening
consumer demand. We expect hyperscale demand will come back first,
followed by improving conditions in the rest of the business as the
macroeconomic environment improves exiting calendar 2023."

Seagate is taking a number of countermeasures to cope with
near-term weakness. The company will reduce headcount by 8%, saving
$100 million in annual costs. It will reduce capital expenditures
(capex) to below its target of 4%-6% of revenue on a low revenue
base in 2023. It is cutting production to balance supply against
demand, and it suspended share repurchases.

S&P said, "The negative outlook reflects leverage that we expect to
reach almost 5x in fiscal 2023, well above our downgrade threshold
of 3x and FOCF to debt that will fall below 10%, due to weakness in
China, U.S. hyperscalers, PCs, and consumer devices.

"We could lower the rating over the next 12 months if the company
is not on track to reestablish leverage below 3x in fiscal 2024,
which could occur if global macroeconomic weakness keeps U.S.
hyperscale data center spending down and COVID-19 lockdowns persist
in China.

"We could revise the outlook to stable if we see a credible path to
leverage below 3x in fiscal 2024. This would likely entail a
resumption of U.S. hyperscale spending growth following a two- or
three-quarter digestion period, as well as some degree of
macroeconomic rebound in China."

ESG Credit Indicators: E-2, S-2, G-2

S&P said, "ESG credit factors have had no material influence on our
credit rating analysis of Seagate. As a manufacturer of technology
hardware products, the company faces environmental risks related to
its GHG emissions, water use, e-waste, and hazardous substances,
which could have implications to its ability to manage its
manufacturing operations and cost structure. We believe Seagate's
plan to reduce scope 1, 2, and 3 emissions by 20% by 2025 and 60%
by 2040 compared with 2017 levels, improve water efficiency in its
manufacturing process, improve product circularity to reduce waste
from its products that reach the end of their useful lives, adhere
to global restrictions on the use of restricted substances, and
maintain its certified conflict-free product portfolio, are
mitigating factors to its environmental risk."



SPIRIT AEROSYSTEMS: S&P Rates Sr. Secured First-Lien Notes 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to Spirit
AeroSystems Inc.'s proposed $800 million senior secured first-lien
notes due 2029. The recovery rating is '1' indicating its
expectations of very high (90%-100%; rounded estimate: 95%)
recovery in a default scenario. At the same time S&P lowered its
rating on the company's senior secured second-lien notes to 'B-',
one notch below the issuer credit rating, from 'B' and revised the
recovery rating to '5' from '4'.

The company plans to use proceed from the new $800 million senior
secured notes to satisfy their $500 million senior secured
first-lien notes due 2025 and $300 million in unsecured notes due
2023. The lower issue-level rating on the second-lien secured notes
reflects the higher amount of first-lien debt ahead of them in the
capital structure. The transaction will not add new debt to the
capital structure and is therefore neutral for leverage. The
company is also extending the maturity of its existing $593 million
first-lien term loan to 2027 from 2025. S&P views the financing as
favorable for credit due to the extension of Spirit's debt
maturities though it will likely result in higher borrowing costs.

Issue Rating – Recovery

Key Analytical Factors

-- Pro forma for the transaction, the company's capital structure
comprises a term loan of $593 million maturing in 2027, the newly
issued $800 million senior secured first-lien note due 2029, $300
million senior secured first-lien note due 2026, a $1,200 million
senior secured second-lien note due 2025, and a $700 million
unsecured note due 2028.

-- S&P values the company on a going concern basis using a 5x
multiple of its projected emergence EBITDA.

Simulated default assumptions:

-- Simulated year of default: 2025
-- EBITDA at emergence: $419 million
-- EBITDA multiple: 5x

Simplified waterfall:

-- Net enterprise value (after 5% administrative expenses): $1,992
million

-- Obligor / Non-Obligor Split: 84% / 16%

-- Collateral Value available to first lien secured claims: $1,880
million

-- Estimated first lien secured claims: $1,747 million

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

-- Collateral value available to second lien secured claims: $133
million

-- Estimated second lien secured claims: $1,245.0 million

    --Recovery expectations: 10%-30% (rounded estimate: 15%)

-- Total Value Available to unsecured claims: $111.5 million

-- Estimated unsecured claims: $774 million

    --Recovery expectations: 0%-10%, (rounded estimate: 5%)

  Ratings List


  RATINGS AFFIRMED  

  SPIRIT AEROSYSTEMS INC.

   Issuer Credit Rating       B/Stable/--     B/Stable/--


  NEW RATING  

  SPIRIT AEROSYSTEMS INC.

   Senior Secured

   US$800 mil 1st lien notes due 2029      BB-

   Recovery Rating                         1(95%)


  ISSUE-LEVEL RATINGS AFFIRMED  

  SPIRIT AEROSYSTEMS INC.

   Senior Secured              BB-                BB-

   Recovery Rating             1(95%)             1(95%)

   Senior Unsecured            CCC+               CCC+

   Recovery Rating             6(5%)              6(5%)

  
  ISSUE-LEVEL RATINGS LOWERED; RECOVERY RATINGS REVISED  
  SPIRIT AEROSYSTEMS INC.

   Senior Secured              B-                 B

   Recovery Rating             5(15%)             4(30%)



STOCKTON GOLF: Court OKs Cash Collateral Access Thru Jan 2023
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Sacramento Division, authorized Stockton Golf and Country Club to
use cash collateral on a final basis in accordance with the budget,
with a 10% variance, through January 17, 2023.

As previously reported by the Troubled Company Reporter, the
parties that assert an interest in the Debtor's cash collateral are
the Bank of Stockton and these UCC-1 Secured Creditors:

     Performance Food Service
     Great America Financial Services Corporation
     TCF National Bank
     VGM Financial Services, a Division of TCF National Bank
     Wells Fargo Bank, DLL Finance LLC
     Sysco Sacramento, Inc.

To the extent that the Debtor's use of cash collateral results in a
diminution of the value of their respective collateral, the Bank
and the UCC-1 Secured Creditors are granted valid and perfected
replacement liens and security interests in the post-petition cash
collateral of the Debtor acquired on or after the October 11
bankruptcy filing date, in order to secure the Bank's and the UCC-1
Creditors' claims against the Debtor.

The Replacement Lien will have the same scope, validity,
perfection, relative priority and enforceability as the Bank's and
the UCC-1 Creditors' pre-Petition Date security interests.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3EeAzVD from PacerMonitor.com.

The budget provides for total cash disbursements, on a weekly
basis, as follows:

     $16,376 for the week ending November 15, 2022;
     $11,014 for the week ending November 22, 2022;
     $41,264 for the week ending November 29, 2022; and
     $28,639 for the week ending December 6, 2022.

             About Stockton Golf and Country Club

Stockton Golf and Country Club sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-22585) on
October 11, 2022.

Judge Christopher D. Jaime oversees the case.

Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby
Pascuzzi & Rios LLP, is the Debtor's counsel.





THOMPSON MILLWORK: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Durham Division, authorized Thompson Millwork, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance.

The Debtor requires the use of cash collateral to pay its
operational needs.

Atlantic Union Bank (formerly known as Xenith Bank, a Division of
Union Bank & Trust of Richmond, Virginia) asserts a blanket lien
against all of the Debtor's personal property. Atlantic Union
Bank's security interest was perfected by the filing of a UCC-1
with the North Carolina Secretary of State on June 14, 2019,
bearing file number 20190063715F. As of the Petition Date, the
aggregate amount outstanding to Atlantic Union Bank on those loans
was approximately $340,000.

Ascentium Capital, LLC asserts a blanket lien against all of the
Debtor's personal property. Ascentium Capital, LLC's security
interest was perfected by the filing of a UCC-1 with the North
Carolina Secretary of State on December 24, 2019, bearing file
number 20190135727J. As of the Petition Date, the aggregate amount
outstanding to Ascentium Capital on this loan is approximately
$14,000.

The U.S. Small Business Administration asserts a blanket lien
against all of the Debtor's personal property, including its cash
revenue and accounts receivable. The SBA's security interest was
perfected by the filing of a UCC-1 with the North Carolina
Secretary of State on June 3, 2020, bearing file number
20200069083A. As of the Petition Date, the aggregate amount owed to
the SBA on this loan is approximately $498,000.

Breakout Capital, LLC asserts a blanket lien against all of the
Debtor's personal property, including its cash revenue and accounts
receivable. Breakout Capital, LLC's security interest was perfected
by the filing of a UCC-1 with the North Carolina Secretary of State
on September 28, 2021, bearing file number 20210131632B. As of the
Petition Date, the aggregate amount owed to Breakout Capital on
this loan is approximately $350,000.

Libertas Funding, LLC asserts a blanket lien against all of the
Debtor's personal property. Libertas Funding, LLC's security
interest was perfected by the filing of a UCC-1 with the North
Carolina Secretary of State on March 11, 2022, bearing file number
20220032696C. As of the Petition Date, the aggregate amount owed to
Libertas Funding on this loan is approximately $503,613.

The Internal Revenue Service asserts a blanket lien against all of
the of Debtor's personal property, including its cash revenue and
accounts receivable, on account of a Notice of Federal Tax Lien
filed on or about May 11, 2022, with the North Carolina Secretary
of State in the amount of $297,315.

As adequate protection, the Secured Parties are granted
post-petition replacement liens in the Debtor's post-petition
property of the same kind which secured the indebtedness of the
Secured Parties pre-petition, with such liens having the same
validity, priority, and enforceability as the Secured Parties had
against the same kind of such collateral as of the Petition Date.

As additional adequate protection, the Debtor will keep all of its
property insured for no less than the amounts of the pre-petition
insurance, and maintain all other required or customary insurance.
The Debtor will timely pay all insurance premiums related to any
and all of the collateral securing the claims of the Secured
Parties.

The Debtor's obligations are continuing in nature, will survive the
term of the Order, and will remain in effect until the earliest
of:

     a. The entry of a final order authorizing the use of cash
collateral;
     b. The entry of a further interim order authorizing the use of
cash collateral;
     c. November 16, 2022;
     d. The entry of an order denying or modifying the use of cash
collateral;
     e. The effective date of any confirmed plan in the case;
     f. Conversion of the case to another chapter of the Bankruptcy
Code or removal of
Debtor from possession;
     g. The entry of further orders of the Court regarding the
subject matter hereof;
     h. Dismissal of the proceeding; or
     i. Occurrence of an event of default that is not timely
cured.

These events constitute an "Event of Default:"

     a. The Debtor will fail to comply with any of the terms or
conditions of the Order;
     b. The Debtor will use cash collateral other than as
authorized in the Order;
     c. Cancellation or lapse of the Debtor's applicable insurance
coverage; or
     d. Cessation of business operations by the Debtor.

As further adequate protection, the Secured Parties are granted an
allowed super-priority administrative expense claim pursuant to
Sections 503(b) and 507(a)(2) of the Bankruptcy Code to the extent
of any diminution in value of the respective Secured Party's
interest in prepetition collateral caused solely by the use of cash
collateral pursuant to the terms of the Order.

A further hearing on the matter is set for November 16 at 9:30
a.m.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3UBPj6z from PacerMonitor.com.

The Debtor projects $335,000 in revenue and $139,641 in total
expenses for the period from October 26 to November 16.

                     About Thompson Millwork

Thompson Millwork LLC is a turnkey commercial casework and
specialty millwork provider based in Durham, North Carolina.

Thompson Millwork LLC filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
22-802102) on Oct. 26, 2022.  In the petition filed by Matthew
Thompson, as managing member, the Debtor reported assets and
liabilities between $1 million and $10 million.

Brian Richard Anderson has been appointed as Subchapter V trustee.


The Debtor is represented by Philip Sasser, Esq., at Sasser Law
Firm.



THOUGHTWORKS HOLDING: Moody's Upgrades CFR to Ba3, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Thoughtworks Holding, Inc. ("Thoughtworks") to Ba3 from B1 and the
probability of default rating rating to Ba3-PD from B1-PD. Moody's
also upgraded the senior secured first lien instrument credit
rating at Thoughtworks, Inc. (a wholly-owned subsidiary of
Thoughtworks Holding, Inc.) to Ba3 from B1. The SGL-1 speculative
grade liquidity ("SGL") rating remains unchanged. The outlook
remains stable for both issuers.

The ratings action is based on the continued strong performance of
the company and deleveraging, as a result of voluntary debt
repayment, which improved the company's credit metrics. Demand for
IT services remains very strong, supported by secular trends
related to digitization, cloud computing and artificial
intelligence, among other factors. Moody's believes that the
company is poised to benefit from these very strong industry
dynamics that will lead to larger scale, further strengthening of
cash flow and lower leverage. The company has diversified its
customer base and has been able to grow revenue that is now
approaching $1.5 billion annually, with leverage likely to remain
below 2.0x. The stable outlook is based on the assumption that the
company will continue to maintain conservative financial policies.

The following ratings/assessments are affected by the action:

Ratings Upgraded:

Issuer: ThoughtWorks Holding, Inc.

Corporate Family Rating, Upgraded to Ba3 from B1

Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Issuer: ThoughtWorks, Inc.

Senior Secured 1st Lien Bank Credit Facility, Upgraded to Ba3
(LGD3) from B1 (LGD3)

Outlook Actions:

Issuer: ThoughtWorks Holding, Inc.

Outlook, Remains Stable

Issuer: ThoughtWorks, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

The Ba3 corporate family rating reflects Thoughtworks' small scale
relative to larger information technology ("IT") services
providers, relatively moderate EBITDA margins when compared to
other IT services companies and exposure to cyclical spend on IT
projects by corporations. Thoughtworks' employs around 12,000
people and operates in 17 countries around the world. Despite
strong revenue growth, revenue for the LTM June 2022 period was
$1,225 million, which is small for the global information
technology services industry. Thoughtworks competes against both
larger, established global information services providers with
significant resources, as well as smaller, niche-focused companies
vying for market share in the outsourced software development
market. Thoughtworks' long-standing relationship with a diversified
customer base and history of strong revenue growth provide support
despite the limited barriers to entry in the narrow market segment
in which it competes. A moderate margin profile with EBITDA margins
in the 20% area and Moody's expectations for cyclicality of demand
from many of Thoughtworks' customers are additional negative credit
factors. Thoughtworks' has sufficient utilization rates and given
that the company needs to operate with some cushion there is
limited scope to reduce costs without impairing earnings. Moody's
expects free cash flow to be positive over the next twelve months,
with free cash flow to debt before any debt paydown of over 40% for
2022 and, due to the growth expected, there will be some working
capital expansion. Expectations for solid financial metrics,
excellent liquidity and a positive demand environment are important
factors supporting the Ba3 CFR given the company's limited scale
and scope, competitive pressures, and potential revenue growth
investments.

Thoughtworks operates in a competitive sector where the ability to
hire and retain high quality talent is essential to drive revenue
growth. Driven by the strong demand for digitalization the IT
services sector overall is experiencing competition for talent that
is amplified in certain specific skills sets. The rating also
reflects the exposure to cyclicality where clients may stall or
cancel IT projects in times of economic uncertainty or decline.
Mitigating this exposure is Thoughtworks' customer, geographic and
sector diversity that includes the public sector. Further
constraints to the ratings include the frequent acquisitions that
are likely to be undertaken by the company as it seeks to grow and
expand service offerings, which exposes the company to integration
risk. In addition, majority ownership by a financial sponsor
elevates risks of shareholder distributions.

From a social risk perspective, Thoughtworks will likely benefit
from demographic and societal trends that have led people to
embrace technology and drive demand for tech-enabled services.
Moody's believes this secular trend will continue for at least the
next few years as digital adaptation increases. IT providers will
continue to support increased productivity through technology.
Demand for technology services will continue to increase as clients
across all sectors of the economy increasingly demand new digital
ways to conduct business. Failure to adopt technological
advancement will result in competitive risks and disruption.
Thoughtworks is well positioned to benefit from these social
tailwinds. Thoughtworks is exposed to other social risks however,
such as the availability of skilled human capital, which could
result in higher employee and administrative costs, leading to
margin erosion. A large part of the company's software development
employees is based in India and China and as those countries
develop there could be higher than expected wage pressure.
Thoughtworks' governance risk is moderate. Apax Partners, the
private equity sponsor, is the controlling equity owner of the
company with approximately 63% of the equity.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation that Thoughtworks will maintain excellent liquidity
over the next twelve months. Internal sources of liquidity consist
of a cash balance of approximately $175 million as of June 30, 2022
(pro forma for cash used to paydown term loan debt) and positive
free cash flow generation of around $200 million over the next
twelve months. These internal sources of cash provide more than
sufficient coverage of the company's annual term loan amortization
and capital expenditures, which historically was 2%-3% of revenue
(Moody's adjusted capital expenditure). The company's revolver size
is $165 million, which Moody's expects to remain undrawn. The
revolver is subject to a springing leverage covenant that is
applicable when utilization of the revolver is 35% or more. The
term loan is not subject to any financial covenants.

The company's first lien credit facilities instrument ratings were
determined using Moody's Loss Given Default for Speculative-Grade
Companies methodology and reflect an average family recovery rate
assumption of 50%. The first lien debt represents the preponderance
of the capital structure and is thus rated Ba3 (LGD3), the same as
the corporate family rating. The capital structure consists of the
$165 million revolver due 2026 and $401 million term loan due 2028.
The rated debt is guaranteed by all U.S. subsidiaries and secured
by a first priority perfected lien on all property and assets of
the issuer and the guarantors, although the liens are limited to
two-thirds of the capital stock of first tier foreign subsidiaries
and ranked behind a small amount of priority trade claims and ahead
of other unsecured claims.

The stable outlook reflects Moody's view that Thoughtworks will be
able to grow revenue in the high-teens area and EBITDA margin
remains stable. Moody's expects revenue growth to be driven by
continued demand from customers as they digitize their platforms
and as technology plays an increasing role in overall business
strategy for corporations across sectors. The outlook also
incorporates the view that technology budgets for corporations will
remain stable or grow over the next few years and that margins will
remain solid in the 20% area. Moreover, the stable outlook assumes
that there are no debt-funded distributions over the next two years
and that any acquisitions undertaken will be small and tuck-ins
that will be funded by internal cash.

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

The ratings could be upgraded if Moody's expects 1)  sustained,
strong revenue growth that leads to increased scale, closer to
higher-rated peers, while diversifying revenue sources and
maintaining strong profitability with EBITDA margins in the
high-teens percent range or above; 2) sponsor equity ownership
falls below 50%, reducing associated governance risks, and 3) the
company commits to conservative financial policies, with debt to
EBITDA expected to remain below 3.0x.

The ratings could be downgraded if Moody's expects 1) organic
revenue growth to decline due to client losses or lower volume and
demand for services, signaling a weakening competitive position; 2)
debt/EBITDA to be sustained above 4.5x; 3) profitability to
declines with EBITA margins trending toward 10%, or free cash flow
to debt sustained below 15%; or 4) liquidity to deteriorate
materially.

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

Headquartered in Chicago, Illinois, Thoughtworks Holding, Inc.
provides information technology services to enterprises worldwide
and is focused on agile software development, consulting and
related tools and information. The company has over 12,000
employees and operates in 17 countries around the world, with
approximately 40% of revenue generated in North America, which is
its largest region, followed closely by APAC (33% of revenue).
Thoughtworks generated total revenues of over $1.2 billion for the
LTM June 2022 period. The company is controlled by affiliates of
private equity sponsor Apax Partners. Apax acquired the company for
approximately $785 million in October 2017.


THREE STAR: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Three Star Trucking, LLC asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Greenville Division, for
authority to use cash collateral and provide adequate protection.

The Debtor requires the use of cash collateral to maintain existing
operations.

The creditors that may assert a lien in the Debtor's cash
collateral are U.S. Small Business Administration, Restored 121
Trust, C T Corporation System, as representative/ForwardLine, and
The First Bank and Trust Co.

As adequate protection for the Debtor's use of cash collateral, the
Debtor proposes to provide the Creditors with post-petition
replacement liens on cash collateral with the same priorities as
pre-petition, in lien amounts equal to the amount of the cash
collateral on hand as of the Petition Date.

A copy of the motion and the Debtor's budget is available at
https://bit.ly/3zPf7nE from PacerMonitor.com.

The Debtor projects $295,000 in total receipts and $245,182 in
total expenses.

           About Three Star Trucking, LLC

Three Star Trucking, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02512-5-JNC) on
November 2, 2022. In the petition signed by Charles L. Stokes, Jr,
manager, the Debtor disclosed up to $500,000 in both assets and
liabilities.

George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, is the Debtor's legal counsel.


VERICAST CORP: S&P Downgrades ICR to 'SD' on Distressed Exchange
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Vericast
Corp., a print-based customer service and solutions company
headquartered in Texas, to 'SD' from 'CC'. S&P also lowered its
ratings on the debt involved in the exchange to 'D' from 'CC'.

The downgrade follows Vericast's completion of exchanges that we
view as distressed. Vericast completed the following previously
announced debt exchanges:

-- Refinancing its existing $1.1 billion first-lien term loan due
2026 by subordinating $272 million into new $283 million
second-lien notes due 2027. The remaining portion will be amended
into a new $785 million first-lien term loan due 2026.

-- Deferring the next four quarters of 1.625% quarterly mandatory
amortization payments into a single payment due in 2025.

-- Exchanging $8.7 million of the initial first-lien term loan due
2023 into the new first-lien term loan due 2026. Still outstanding
is $38 million of the initial first-lien term loan due 2023.

S&P said, "We view the transactions as tantamount to default. In
our view, these transactions are distressed exchanges and
tantamount to default because lenders will receive less than the
original promise of the securities due to the deferral of payments
and subordination, which are not offset by adequate compensation.

"We intend to review our ratings on Vericast, including the issuer
credit rating and issue-level ratings, over the next week. We
intend to review our ratings on the company and its debt over the
next week to incorporate the debt exchanges, new debt issuance,
recent events, and our forward-looking opinion of its
creditworthiness."



WAKASA LLC: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Wakasa LLC asks the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, for authority to use cash collateral.

The Debtor seeks to use the cash collateral for its expenses and
any other unforeseeable expenses that may arise and pose a threat
to the Debtor's continued operations.

Emergency relief is requested by November 11, 2022. The Debtor
depends on the use of cash collateral for payroll and general
operating expenses.

A search in the Texas Secretary of State shows that allegedly
secured positions are held by an Assn Company (Filing No.
18-0027265647), Fundbox, Corporation Service Company (as
representative; Filing No. 21-0001178979), CT Corporation System
(as representative; Filing No. 21- 0054385755, among others. The
Debtor's counsel has attempted to contact Corporation Service
Company and CT Corporation System to determine which creditors
these entities have filed UCC-1 financing statements on behalf of
and has yet to receive a response.

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

A copy of the budget is available at https://bit.ly/3NM4vMh from
PacerMonitor.com.

The Debtor projects $350,000 in cash receipts and $195,901 in cash
disbursements for 30 days.

                      About Wakasa LLC

Wakasa LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33323) on November 4,
2022. In the petition signed by Stephen Clark, president, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.

Robert C Lane, Esq., at The Lane Law Firm, is the Debtor's legal
counsel.


WC 8120 RESEARCH: Returns to Chapter 11; Lenders Seek Stay Relief
-----------------------------------------------------------------
WC 8120 Research LP filed for chapter 11 protection in the Western
District of Texas.  The Debtor elected on its voluntary petition to
proceed under Subchapter V of chapter 11 of the Bankruptcy Code.

According to court filings, WC 8120 Research estimates $1 million
to $10 million in debt to 1 to 49 creditors.  The petition states
that funds will be available to unsecured creditors.

The Debtor owns the real property and improvements located at 8120
Research Boulevard, Austin, Texas 78758 (the "Property").

Movants Kennedy Lewis Investment Management LLC ("KLIM") and KL
Horns UP LLC ("Lender") filed a motion asking the Court for relief
from the automatic stay pursuant to 11 U.S.C. Sec. 362(d), Federal
Rule of Bankruptcy Procedure 4001(a), Bankruptcy Local Rule 4001 to
permit a foreclosure of its security interest on certain collateral
owned by debtor WC 8120 Research LP.

The Lender requests the Court lift the automatic stay and enter an
order allowing it to proceed with exercising its rights and
remedies with respect to its collateral including, but not limited
to, conducting a non-judicial foreclosure sale on Dec. 6, 2022,
with respect to the Debtor's Property.

Lender recognizes that the new Chapter 11 case was filed as a
single asset real estate case, as defined by 11 U.S.C. Sec.
101(51B), and that 11 U.S.C. Sec. 362(d)(3) provides for a 90-day
period of time for the Debtor to file a plan of reorganization or
otherwise commence monthly payments. However, given the extenuating
circumstances surrounding this "Chapter 22" filing (including
various defaults under the existing secured loan and a complete
lack of reporting to Lender or its advisors as required by the loan
agreements), the other World Class affiliates' bankruptcy cases and
their conduct during bankruptcy, Lender urges the Court to find
that this Motion should proceed under 11 U.S.C. Sec. 362(d)(4)(B)
given that the Chapter 22 case was filed (i) solely to hinder
and/or delay Lender from foreclosing against the Property on the
scheduled November 1, 2022 foreclosure date, and (ii) involves
multiple bankruptcy filings affecting the Property.  

Just seven months ago, the Debtor exited its prior bankruptcy case
and entered into exit financing with Lender to replace and repay in
full Debtor's previous secured lender.  Lender's loan matured on
Sept. 30, 2022 and is now fully due and owing.  In addition to the
existing maturity of the loan, the Debtor has failed to provide the
required reporting under the loan documents to the Lender.  Upon
notification of the default and acceleration, the Debtor's
representative requested a pay off quote reflecting amounts due as
of Oct. 31, 2022, which was delivered promptly to the Debtor.  On
Oct. 31, 2022, Lender's counsel reached out again to the Debtor
concerning payment of the matured indebtedness.  In reaction to
Lender's request for payment to prevent foreclosure, the Debtor
filed the new Chapter 11 case.  This filing can be nothing more or
less than an attempt to hinder or delay Lender from exercising its
lawful rights to collect on the indebtedness.

                     About WC 8120 Research LP

WC 8120 Research LP is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)) based in Austin, Texas.

Amid a pandemic and a default of its secured obligations, WC 8120
Research first filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 20-11106) on Oct. 6, 2020.  The Court entered an order
confirming the Debtor's Second Amended Chapter 11 Plan of
Reorganization on June 1, 2021.

WC 8120 Research LP again filed a petition for relief under Chapter
11 of the Bankruptcy Code (Banrk. W.D. Tex. on Case No. 22-10725)
on Oct. 31, 2022. In the petition filed by Natin Paul, as
authorized signatory, the Debtor reported assets between #10
million and $50 million and liabilities between $1 million and $10
million.

The Debtor is represented by Todd Brice Headden of Hayward PLLC.


WEIRD VENDING: Wins Cash Collateral Access Thru Dec 13
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Weird Vending, LLC to use cash
collateral on an interim basis through December 13, 2022.

The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the
Subchapter V Trustee; (b) the current and necessary expenses set
forth in the budget and (c) additional amounts as may be expressly
approved in writing by Vend Lease.

Secured creditors that assert an interest in the cash collateral
will have a perfected post-petition lien against the cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any documents as may otherwise be required under applicable
non-bankruptcy law.

The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.

A final hearing on the matter is scheduled for December 13 at 1:30
p.m.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3UFuRlb from PacerMonitor.com.

The budget provides for total expenses, on a monthly basis, as
follows:

     $186,540 for October 2022;
     $207,055 for November 2022; and
     $207,055 for December 2022.

                  About Weird Vending, LLC

Weird Vending, LLC is a closely held Florida limited liability
company organized on May 29, 2020. It operates a vending machine
company that specializes in the placement of vending machines
carrying unique, nostalgic, and uncommon products designed to
provide entertainment value to patrons of bars, restaurants and
other social establishments. Weird Vending has deployed 81 vending
machines in four primary locations which include Orlando; Tampa/St.
Petersburg/Sarasota; Dallas, Texas; and Denver, Colorado.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02772) on August 2,
2022. In the petition signed by Michael Williams, president the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.

Judge Grace E. Robson oversees the case.

Daniel A. Velasquez, Esq., at Latham Luna Eden and Beudine LLP is
the Debtor's counsel.




WESTERN DIGITAL: S&P Downgrades ICR to 'BB', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings downgraded its issuer credit rating to 'BB' from
'BB+' on Western Digital Corp. (WDC), a developer of flash memory
and hard disk drives (HDD).

At the same time, S&P downgraded its issue-level rating on the
company's unsecured notes to 'BB'. S&P's '3' recovery rating is
unchanged.

The stable outlook reflects S&P's expectation for a rebound in
demand following a two- or three-quarter cyclical trough, led by a
return to growth in hyperscale data center spending and some degree
of macroeconomic improvement in China.

S&P said, "The downgrade reflects spiking leverage and weaker cash
flow. While our estimated leverage of 2.4x for the last 12 months
as of the September quarter remains below our 3x downgrade
threshold, we expect quarterly annualized leverage of low-7x next
quarter and fiscal 2023 leverage to approach 6x. Also, cash flow is
weaker through the cycle than we anticipated. Average annual
adjusted free operating cash flow (FOCF) for the last four fiscal
years is about $700 million, which falls below 10% of current
adjusted debt over $8 billion. We expect 2023 adjusted FOCF to be
negative $1.4 billion, including a $650 million payment to settle
an IRS dispute. While our base case calls for leverage of mid-2x in
2024 with FOCF to debt of 11%, we lack sufficient certainty in this
forecast to avoid a downgrade because of the volatile nature of the
flash memory market and downside risk to our macroeconomic view.

"The stable outlook reflects our expectation for a rebound in
demand following a two- or three-quarter cyclical trough led by a
return to growth in hyperscale data center spending and some degree
of macroeconomic strengthening in China.

"We could lower the rating if the company is not on track to
reestablish leverage below 4x in fiscal 2024 and deliver positive
FOCF, which would likely be the result of a severe global recession
that lasts longer than three quarters or increasing capital
intensity.

"We could raise the rating if the company can reestablish leverage
well below 3x and we believe it can average more than 10% FOCF to
debt through a cycle."

ESG Credit Indicators: E2, S2, G2



WINESTEAD LLC: Case Summary & 17 Unsecured Creditors
----------------------------------------------------
Debtor: Winestead LLC
          DBA Wine Ranch Grill and Cellars
          DBA Wine Ranch Cellars
          DBA Orange Coast Winery
          FKA Orange Coast Winery LLC
        24683 Washington Avenue
        Murrieta, CA 92562

Business Description: Winestead is a local boutique winery in
                      Newport Beach offering wine made with the
                      finest grapes sourced from Temecula Valley,
                      Paso Robles and Lodi, California.

Chapter 11 Petition Date: November 8, 2022

Court: United States Bankruptcy Court
       Central District of California

Case No.: 22-14222

Judge: Hon. Mark D. Houle

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  ROSENSTEIN & ASSOCIATES
                  28600 Mercedes St.
                  Temecula, CA 92590-2716
                  Tel: 951-296-3888
                  Email: robert@thetemeculalawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Douglas G. Wiens, manager.

A copy of the Debtor's list of 17 unsecured creditors is available
for free at PacerMonitor.com at:

https://www.pacermonitor.com/view/EEWL7LQ/Winestead_LLC__cacbke-22-14222__0002.0.pdf?mcid=tGE4TAMA

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

https://www.pacermonitor.com/view/HKWSH5A/Winestead_LLC__cacbke-22-14222__0001.0.pdf?mcid=tGE4TAMA


[*] Bankruptcy Filings Continue to Decrease in September 2022
-------------------------------------------------------------
Personal and business bankruptcy filings fell 11.7 percent for the
12-month period ending Sept. 30, 2022. Filings continued a fall
that coincided with the start of the coronavirus (COVID-19)
pandemic.

According to statistics released by the Administrative Office of
the U.S. Courts, the September 2022 annual bankruptcy filings
totaled 383,810, compared with 434,540 cases in the previous year,
2021.

Business filings fell 18.7 percent, from 16,140 to 13,125 in the
year ending Sept. 30, 2022. Non-business bankruptcy filings fell
11.4 percent to 370,685, compared with 418,400 in the previous
year. 2021.

Filings for Chapter 13 increased 26.6 percent, from 117,784 to
149,077 in the year ending Sept. 30, 2022. This chapter of the
Bankruptcy Code provides for adjustment of debts of an individual
with regular income.

BUSINESS AND NON-BUSINESS FILINGS, YEARS ENDING SEPTEMBER 30,
2018-2022

  Year  Business         Non-Business   Total
  ----  --------         -------------  -----
2022    13,125           370,685        383,810
2021    16,140           418,400        434,540
2020    22,391           590,170        612,561
2019    22,910           753,764        776,674
2018    22,103          751,272        773,375

TOTAL BANKRUPTCY FILINGS BY CHAPTER, YEARS ENDING SEPTEMBER 30,
2018-2022

  Year  Chapter
  ----  ---------------------------------------
    7      11      12           13
2022    229,703    4,762     182        149,077
2021    310,597    5,622     344        117,784
2020    409,164    8,188     581        194,384
2019    478,838    7,320     583        289,802
2018    477,248    7,014     468        288,550



                            *********

Monday's edition of the TCR delivers a list of indicative prices
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