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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

              Friday, December 9, 2022, Vol. 26, No. 342

                            Headlines

1ST HOSPITALITY: Files Emergency Bid to Use Cash Collateral
208-214 E. 25TH ST. LLC: 4 Apartment Buildings in Chapter 11
36TH STREET: Taps Marcus & Millichap as Real Estate Broker
77 VARET: Seeks Cash Collateral Access
7910 MAIN STREET: Court Approves Disclosure Statement

942 PENN RR: Trustee, Marjam Say Plan Unconfirmable
975 WALTON: Court Approves Lender's Disclosure Statement
A AND N DIAMOND: Unsecureds Will Get 1% in Subchapter V Plan
A&D TESTS: Court OKs Final Cash Collateral Access
ADAMS 3 LLC: Taps The Law Firm of MorrisMargulies as Counsel

ADVANCED REIMBURSEMENT: Plan Hearing Continued to Jan. 10
ALL ABOUT KIDZ: Seeks Cash Collateral Access
ALMONDE INC: DoubleLine OCF Values $700,000 Loan at 82% of Face
AMERICAN AXLE: Moody's Affirms B1 CFR & Alters Outlook to Stable
ARTERA SERVICES: DoubleLine OCF Values 2026 Loan at 52% of Face

ASPIRA WOMEN'S: Gets 180-Day Extension to Regain Nasdaq Compliance
ASSISTED LIVING: S&P Affirms 'CCC+' Rating on 2017A/B Rev. Bonds
ASURION LLC: DoubleLine OCF Values $110,000 Loan at 76% of Face
ASURION LLC: DoubleLine OCF Values $450,000 Loan at 77% of Face
ATLAS PURCHASER: DoubleLine OCF Values 2028 Loan at 79% of Face

AUBSP OWNERCO 8: Gets OK to Hire Underwood Murray as Legal Counsel
AUTOKINITON US: S&P Alters Outlook to Stable, Affirms 'B' ICR
AVAYA INC: DoubleLine OCF Values $249,108 Loan at 55% of Face
AVEANNA HEALTHCARE: DoubleLine OCF Values Loan at 74% of Face
BALLINGER, TX: Moody's Withdraws 'Ba2' Issuer & GOLT Ratings

BBOG HOLDINGS: Fitch Affirms Issuer Default Rating at 'CCC+'
BETTER 4 YOU: CRG Financial Appointed as New Committee Member
BITNILE HOLDINGS: Has Revenue Guidance of More Than $200M for 2023
BITTER CREEK: Court OKs Deal on Cash Collateral Access
BLUE RACER: Fitch Affirms LongTerm IDR at 'B+', Outlook Stable

BOMBARDIER RECREATIONAL: Moody's Rates New $400MM Term Loan 'Ba2'
BRAZOS PRESBYTERIAN: Fitch Puts 'BB+' IDR on Rating Watch Evolving
BUCKINGHAM HEIGHTS: Says Plan Filed in Good Faith, Confirmable
CC HILLCREST: Seeks to Hire Examiner to Monitor Mesquite Property
CHART INDUSTRIES: Moody's Assigns B1 CFR Amid Granite Transaction

COMPUTE NORTH: Committee Gets OK to Hire Investment Banker
COMPUTE NORTH: Unsecureds Get Share of Wind-Down Distributable Cash
CQP HOLDCO: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
CSC HOLDINGS: Moody's Gives 'B1' Rating to Sr. Secured Term Loan B6
DEALER TIRE: Moody's Rates New Sr. Secured 1st Lien Term Loan 'B1'

DIFFUSION PHARMACEUTICALS: LifeSci to Nominate Slate of Directors
DIRECTV ENTERTAINMENT: Fitch Affirms 'BB+' LongTerm IDR
DLVAM1302 NORTH: Dec. 29 Plan Confirmation Hearing Set
DRY MORE: Court OKs Interim Cash Collateral Access
EAST COAST DIESEL: Trustee Hires J.C. White Law as Counsel

EFS COGEN I: Moody's Cuts Rating on Sr. Secured Term Loan B to 'B1'
ELECTRIC LAST: SSG Advised Chapter 7 Trustee in Asset Sale
EMERALD SEVEN: Plan Disclosures Inadequate, Trustee Says
EMPACADORA Y PROCESADORA: May Use Cash Collateral Thru Jan 2023
ESSI, LLC: Court OKs Interim Cash Collateral Access

FAST RADIUS: Gets OK to Hire Bayard as Bankruptcy Co-Counsel
FAST RADIUS: Gets OK to Hire DLA Piper as Bankruptcy Counsel
FAST RADIUS: Seeks to Hire Alvarez & Marsal as Financial Advisor
FAST RADIUS: Seeks to Hire Lincoln Partners as Investment Banker
FIRST BRANDS: Moody's Rates New $300MM First Lien Term Loan 'B1'

FIRST CHICAGO: A.M. Best Affirms 'bb' LongTerm Issuer Rating
FLUOR CORP: Moody's Alters Outlook on 'Ba1' CFR to Stable
FORUM ENERGY: Closes Sale-Leaseback Transaction
FR BR HOLDINGS: Fitch Cuts LongTerm Issuer Default Rating to 'CCC+'
FRALEG JEFFERSON: Voluntary Chapter 11 Case Summary

FREON LOGISTICS: Seeks to Hire Leonard K. Welsh as Legal Counsel
FRONTIER CHURCH: Unsecureds to Get $6K or Disposable Income
FUSE GROUP: Michael Viotto Resigns as CFO, Director
GERBRIS ENTERPRISES: Gets OK to Hire David T. Cain as Counsel
GERBRIS ENTERPRISES: Gets OK to Hire Premier Realty Group as Broker

GISSING NORTH: Committee Taps Dragich Law Firm as Special Counsel
GLOBAL MEDICAL: Moody's Cuts CFR to B3 & Alters Outlook to Negative
GROWLIFE INC: Closes $60,500 Note Purchase Deal With 1800 Diagonal
GULF FINANCE: DoubleLine ISF Values $7.2M Loan at 80% of Face
GULF FINANCE: DoubleLine OCF Values $192,557 Loan at 80% of Face

GULF FINANCE: DoubleLine OCF Values $336,556 Loan at 80% of Face
H&S ALANG: Modifies Treatment to American Bank Claim
HAYWARD INDUSTRIES: Moody's Rates New $125MM First Lien Loan 'B2'
INTRADO CORP: S&P Affirms 'CCC+' ICR, Outlook Stable
ISLAND DOG TOO: U.S. Trustee Unable to Appoint Committee

J & T ELLIS TRUCKING: Gets OK to Hire Red Rock as Legal Counsel
J AND M SUPPLY: Unsecureds to Get Remaining Funds
J&C MAY PROPERTIES: Seeks to Hire Keech Law Firm as Legal Counsel
JO-ANN STORES: DoubleLine ISF Values $722,700 Loan at 67% of Face
JO-ANN STORES: DoubleLine OCF Values $79,200 Loan at 67% of Face

JONES DESLAURIERS: Moody's Assigns 'B3' CFR, Outlook Stable
JORGABY FREIGHT: May Continue Using Cash Collateral Thru Feb 2022
KAWEAH DELTA: Moody's Cuts Revenue Bond Rating to Ba1
KEYSTONE CLEANING: Wins Cash Collateral Access on Final Basis
KINTARA THERAPEUTICS: Regains Compliance With Nasdaq Bid Price Rule

LASERSHIP INC: DoubleLine ISF Values $1M Loan at 78% of Face
LERETA LLC: DoubleLine ISF Values $1.1M Loan at 85% of Face
LIGHT & WONDER: Fitch Assigns 'BB' Final IDR, Outlook Stable
MANZELLA PROPERTIES: Taps Fennemore Wendel as Legal Counsel
MANZELLA PROPERTIES: Taps Sonoran Capital as Financial Advisor

MARINER HEALTH: Committee Gets OK to Hire Sheppard as Co-Counsel
MARINER HEALTH: Committee Taps Province as Financial Advisor
MARINER HEALTH: Committee Taps Robinson & Cole as Legal Counsel
MARY A II: Unsecureds Owed $6M to $7.5M to Split $1M in Plan
MKS REAL ESTATE: Taps Cantey Hanger as Bankruptcy Counsel

MLN US HOLDCO: DoubleLine ISF Values $2.9M Loan at 42% of Face
MLN US: DoubleLine OCF Values $155,000 Loan at 42% of Face
MMC JUICE: Gets OK to Hire Judd Lofchie as Transactional Attorney
NAVACORD CORP: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
NAVACORD CORP: S&P Assigns 'B-' ICR, Outlook Stable

NEW CONSTELLIS: DoubleLine OCF Values 2025 Loan at 51% of Face
NINE DEGREES: Unsecureds to Get 24.72% Dividend in Plan
NORTHWEST SENIOR HOUSING: Taps Gordon Brothers as Appraiser
NRG ENERGY: Fitch Assigns First Time 'BB+' IDR, Outlook Stable
NRG ENERGY: Moody's Affirms 'Ba1' CFR Following Vivint Transaction

NSM TOP: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
NUTRIBAND INC: Incurs $1.1 Million Net Loss in Third Quarter
OUR CITY MEDIA: Wins Interim Cash Collateral Access
PACKABLE HOLDINGS: Court OKs Deal on Cash Collateral Access
PEABODY ENERGY: Moody's Ups CFR to B2 & Senior Secured Debt to B1

PIPELINE HEALTH: Committee Gets OK to Hire FTI as Financial Advisor
PMHC INC: DoubleLine OCF Values $185,000 Loan at 81% of Face
POLAR US: DoubleLine OCF Values $58,900 Loan at 82% of Face
PRETIUM PKG: DoubleLine ISF Values $2.8M Loan at 85% of Face
QHC UPSTATE: Unsecureds' Recovery Hiked to 42.85% in Amended Plan

REHME CUSTOM: Taps HMP Advisory Holdings as Financial Advisor
RENTPATH INC: DoubleLine ISF Nearly Writes Off $255,700 Loan
RENTPATH INC: DoubleLine OCF Nearly Writes Off $21,500 Loan
RENTZEL PUMP: Unsecureds to Get All Disposable Income
RITE AID: S&P Upgrades ICR to 'CCC+' Following Debt Repurchase

RIVERBED TECHNOLOGY: DoubleLine ISF Values $3M Loan at 39% of Face
RIVERBED TECHNOLOGY: DoubleLine OCF Values Loan at 39% of Face
RTW CONSTRUCTION: Cash Collateral Access, DIP Loan OK'd
RUBY PIPELINE: Unsecureds Unimpaired Under Toggle Plan
S-TEK 1 LLC: Wins Cash Collateral Access Thru March 2023

SAS AB: Gets OK to Hire Advokatfirmaet Schjodt as Special Counsel
SAVVA'S RESTAURANT: Unsecureds to Get 100% Under Plan
SITEK PRODUCTIONS: Wins Interim Cash Collateral Access
SKILLSOFT FINANCE: DoubleLine ISF Values $1.3M Loan at 86% of Face
SKILLZ INC: Board OKs CEO Equity Awards Worth Approximately $34.5M

SKY INN: Unsecureds be Paid in Full in 6 Monthly Installments
SP PF BUYER: S&P Downgrades ICR to 'CCC' on Thinning Liquidity
SPECTRUM BRANDS: Moody’s 'B1' CFR Remains Under Review for Upgrade
ST MICHAEL'S COLLEGE: Moody's Cuts Issuer Rating to Ba1
SUMMIT MATERIALS: Moody's Rates New Senior Secured Loans 'Ba1'

TACORA RESOURCES: S&P Lowers ICR to 'CCC+' on Liquidity Concerns
TATOOSH DISTILLERY: Unsecureds to Get 100% Under Plan
THINK & LEARN: DoubleLine ISF Values $1.7M Loan at 73% of Face
THREE STAR: Court OKs Cash Collateral Access on Final Basis
TOPGOLF CALLAWAY: Moody's Alters Outlook on 'B1' CFR to Stable

TRIUMPH GROUP: Board Declares Pro-Rata Distribution of Warrants
TRU GRIT FITNESS: Case Summary & 20 Largest Unsecured Creditors
UNITED WHOLESALE: Moody's Affirms Ba3 CFR, Outlook Remains Stable
VC GB HOLDINGS I: Moody's Alters Outlook on 'B2' CFR to Negative
VIVAKOR INC: Al Ferrara Resigns as Director

VIVINT SMART: Moody's Puts 'B2' CFR on Review for Upgrade
VMR CONTRACTORS: Case Summary & 11 Unsecured Creditors
WAKASA LLC: Wins Cash Collateral Access on Final Basis
WESTBANK HOLDINGS: Bruno Disclosures Inadequate, Says SWBNO
WESTERN HEALTH: A.M. Best Cuts LT Issuer Rating to B(Fair)

WILLIAMS LAND: Court OKs Cash Collateral Access Thru Jan 2023
WINDSTREAM SERVICES: Moody's Rates $250MM Incremental Loan 'Ba3'
YOUNGBLOOD SKIN: Unsecureds to Get 30 Cents on Dollar in Plan
ZEOLI-BROWN LLC: Gets OK to Hire Bankruptcy Law Office as Counsel
ZEOLI-BROWN LLC: Gets OK to Hire McNeil & Associates as Accountant

ZOSANO PHARMA: Unsecureds Get Share of Liquidating Trust Units
[*] Bankruptcy Trust Claim Payments Distributions Down Almost 50%
[^] BOOK REVIEW: The Heroic Enterprise

                            *********

1ST HOSPITALITY: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
1st Hospitality, LLC asks the U.S. Bankruptcy Court for the
District of Nebraska for authority to use cash collateral on an
interim basis pursuant to the budget, with a 15% variance and
provide adequate protection.

The Debtor requires the use of cash collateral to operate during
the postpetition period, including paying the employees, vendors,
taxes, insurance, and bankruptcy-related expenses.

As with millions of businesses throughout the United States in the
past three years, the COVID-19 epidemic has taken its toll on the
Debtor's operations. This was and is particularly true for the
hotel industry as a whole, which saw a nearly unrivaled downturn in
business, leading one commentator to state, "as the COVID-19 crisis
progresses, the impact to the travel industry is nine times worse
than 9/11, with forecasted occupancy rates for 2020 hitting record
lows worse than rates in 1933 during the Great Depression."
Building on this economic devastation, another commentator has
noted that "the hotel and hospitality industry is not expected to
make a full recovery until 2024 after being devastated by the
coronavirus pandemic."

As of the Petition Date, all or substantially all of the Debtor's
assets, subject to the provisions of the Bankruptcy Code, including
applicable avoidance actions, are subject to the liens and security
interests of Unity Bank, who filed a UCC-1 financing statement with
the Nebraska Secretary of State at Filing 9906471839-5 on September
25, 2006.

In addition, the Debtor has entered into several prepetition loan
documents with Unity Bank, including:

     a. Unity Promissory Note dated September 27, 2006;

     b. Deed of Trust dated September 27, 2006, and filed in the
real property records of Box Butte County, Nebraska on September
29, 2006, at Book 238, Page 746;

     c. Unconditional Guarantee of Vibgyor Gems Corp. dated
September 27, 2006;

     d. Unconditional Guarantee of Sonal Dave dated September 27,
2006; and

     e. Unconditional Guarantee of Anupam Dave dated September 27,
2006.

In addition, all or substantially all of the Debtor's assets,
subject to the provisions of the Bankruptcy Code, including
applicable avoidance actions, are subject to the liens and security
interests of a number of entities, including:

     a. Northeast Bank, which has a filed deed of trust against the
Debtor's real estate;

     b. Jayant Shah, which has a filed deed of trust against the
Debtor's real estate;

     c. Sound Garden, which filed a UCC-1 financing statement with
the Nebraska Secretary of State at Filing 9908543052-1;

     d. The Internal Revenue Service, which has filed multiple
federal tax liens;

     e. The Nebraska Department of Revenue, which has filed a state
tax lien;

     f. An entity entitled the Corporation Service Company, as
representative, which filed a UCC-1 financing statement with the
Nebraska Secretary of State at Filing 982125374-5;

     g. An entity entitled the Corporation Service Company, as
representative, which filed a UCC-1 financing statement with the
Nebraska Secretary of State at Filing 2201001184-9; and

     h. The Small Business Association, which filed a UCC-1
financing statement with the Nebraska Secretary of State at Filing
9820187793-0.

The Debtor believes Unity Bank is its senior-most secured lender.
To secure the Pre-Petition Indebtedness, the Debtor granted Unity
Bank a security interest in all of the assets.

The Debtor believes the following constitute adequate protection
for its use of Cash Collateral, and to the extent of a diminution
in value resulting from the use of Cash Collateral to Unity Bank:

     a. Regular monthly interest payments which the Debtor
estimates to be approximately $4,500 per month;

     b. Continuing, valid, binding, enforceable, non-avoidable, and
perfected postpetition security interests in and liens on the
Prepetition Collateral;

     c. Notwithstanding 11 U.S.C. section 552, Unity Bank's liens
and security interests in the Prepetition Collateral shall continue
to attach to the Debtor's post-petition assets of the same kind and
to the same extent the liens were effective or valid with respect
to the Prepetition Collateral;

     d. The prepetition loan documents of Unity Bank will remain in
full force and effect to the same extent the liens were effective
or valid prior to the Petition Date;

     e. The Debtor will comply with all reporting requirements
under the prepetition loan documents of Unity Bank and will furnish
to Unity Bank such additional information respecting the financial
condition and results of the operation of the Debtor as Unity Bank
may from reasonably request;

     f. Unity Bank and its agents will have the right to inspect
the books and records of the Debtor and to inspect and appraise
Unity Bank Collateral during regular business hours and at such
other times as are mutually convenient;

     g. The Debtor will make no dividends, distributions or
payments to its shareholders, investors, employees, officers or
directors in excess of that in the Budget, if any; and

     h. Although not provided by the Debtor, Unity Bank also has
the personal guaranty of Debtor's owners.

A copy of the motion is available at https://bit.ly/3UIe1BP from
PacerMonitor.com.

                     About 1st Hospitality

1st Hospitality LLC is the fee simple owner of a real property
located 117 Cody Avenue, Alliance, NE 69301 with a revenue-based
valuation of $1.62 million.

1st Hospitality previously sought Chapter 11 protection (Bankr. D.
Neb. Case No. 18-41602) on Sept. 29, 2018.  The Plan was confirmed
on Nov. 1, 2019.

1st Hospitality filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 22-41002) on Nov. 22,
2022.  In the petition filed by Anupam Dave, as authorized member,
the Debtor reported assets and liabilities between $1 million and
$10 million each.

The Debtor is represented by Patrick Raymond Turner, Esq., at
Turner Legal Group, LLC.



208-214 E. 25TH ST. LLC: 4 Apartment Buildings in Chapter 11
------------------------------------------------------------
208-214 E. 25th St. LLC filed for chapter 11 protection in the
Southern District of New York.

The Debtor is a New York limited liability company, owning four
contiguous residential apartment buildings located at 208-214 East
25th Street, New York, NY.  

The buildings contain an aggregate of 85 apartments of which
approximately 11 are rent controlled or rent stabilized, with
another 2 vacancies and 1 employee occupied unit.  The balance of
the units (approximately 71) are free-market.  The Buildings
generate total monthly rents of approximately $269,700 per month,
with a current fair market value of $30 million or more depending
on what capitalization rates are used.

The Buildings are subject to a first mortgage which was refinanced
in 2015 by BankUnited in the principal sum of $25 million since
reduced to a principal balance of $22,751,006 (the "Mortgage").
The Mortgage performed reasonably well for several years prior to
the onset of the Covid-19 pandemic.  The mortgage is currently held
by 25th Street Multifamily LLC (the "Note Buyer") following an
assignment thereof by BankUnited dated on or about August 11,
2021.

The Debtor's Chief Restructuring Officer, FIA Capital Partners
LLC's David Goldwasser, explains that pre-Covid, BankUnited
routinely swept monthly debt service each month from the Debtor's
rent collection account.  The Buildings generated sufficient
monthly rents to pay all necessary debt service, real estate taxes
and insurance.

However, with the onset of Covid 19, many rents were not paid by
tenants, and the Buildings encountered shortfalls.  These
shortfalls were addressed by the Debtor's owner and management,
which subsidized payments in order to enable the Debtor to continue
to pay its regular debt service to BankUnited of approximately
$110,000 per month.  In fact, despite insufficient rent
collections, the Debtor continued to stay completely current with
its mortgage through July 2021.

Like virtually all residential buildings in New York, Covid-19
impacted the Debtor's collection of rents.  However, the Debtor was
committed to staying current with BankUnited and managed to pay
regular debt service through July 10, 2021 when apparently, a
deficiency of some $16,361 arose after BankUnited deducted $97,402
from its account Notice of the shortfall, however, was not provided
to the Debtor.  Another modest shortfall arose in August, 2021 and
before the Debtor fully knew about the situation, BankUnited
accelerated the debt on August 11, 2021.  That same day, August 11,
2021, BankUnited assigned its note and mortgage to the Note Buyer,
which immediately commenced a foreclosure action on August 13, 2021
and started charging 24% default interest.

Following the dubious acceleration, the Note Buyer not only refused
to accept the Debtor's cure of the shortfalls but also refused to
accept any further monthly mortgage payments from the Debtor at
all.  While the Debtor continued to tender its regular monthly
payments from September 2021 through the present.  These payments
were rejected by the Note Buyer as part of a thinly-veiled strategy
to increase the running of default interest.  In the meanwhile, the
Debtor has deposited into escrow the sum of $1,514,133,
representing the Debtor's estimate of accrued debt service at the
non-default interest rate.

In many respects, the Debtor is a victim of predatory lending
practices.  In fact, the Note Buyer is affiliated with Maverick
Real Estate Partners, which has a questionable reputation of buying
distressed debt to position itself to charge default interest at
24% per annum.

It is certainly noteworthy that the mortgage debt here was
accelerated by the original lender (BankUnited) on August 11, 2021,
which is the very same day that the Mortgage was assigned to the
Note Buyer. Given the timing of events, it is readily apparent that
the Mortgage was acquired by the Note Buyer to prey upon the
opportunity to charge runaway default interest against the Debtor.

In the meanwhile, a Receiver was appointed in the foreclosure
action last May.  After the appointment, the Debtor sought to
refinance the debt and obtained a commitment from a bona fide
third-party lender only to be stymied from closing by an
exceedingly high pay-off which included approximately $4,000,000 in
default interest alone, plus exorbitant exit fees and reimbursement
for the assignment of mortgage.

This case is well-suited for a Chapter 11 restructuring since the
State Court already found viable issues of fact as to whether the
Note Buyer's acceleration of the mortgage debt in August 2021
following two relatively modest payment shortfalls was
unconscionable.  Litigation is currently pending in the State Court
on these issues, but in the meanwhile the Debtor is desirous of
utilizing the Chapter 11 process to proceed with either a prompt
cure and reinstatement of the mortgage debt, or a refinancing, each
predicated upon a fair and just resolution of the disputed default
interest charges.

According to court filings, 208-214 E. 25th St. LLC estimates
between $10 million and $50 million in debt owed 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
Jan. 4, 2023, at 2:00 PM at Office of UST (TELECONFERENCE ONLY) -
CHAPTER 11s.

                  About 208-214 E. 25th St. LLC

208-214 E. 25th St. LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)).

208-214 E. 25th St. LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11610) on
Nov. 30, 2022.  In the petition filed by David Goldwasser, as chief
restructuring officer, the Debtor reported assets and liabilities
between $10 million and $50 million each.

The Debtor is represented by:

   Kevin J. Nash, Esq.
   Goldberg Weprin Finkel Goldstein LLP
   208 E. 25th Street
   New York, NY 10010-3108


36TH STREET: Taps Marcus & Millichap as Real Estate Broker
----------------------------------------------------------
36th Street Property Inc. and HR 442 Corp. seek approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ Marcus & Millichap Investment Services, Inc. as their
broker.

The Debtors require a broker to market and sell their assets,
including a real estate located at 442 West 36th St., in
Manhattan.

The firm will get a commission equal to 1.75 percent of the
purchase price for the assets.

As disclosed in court filings, Marcus & Millichap is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     John Horowitz
     Marcus & Millichap
     Real Estate Investment Services, Inc.
     One MetroTech Center, Suite 2001
     Brooklyn, NY 11201
     Tel: (718) 475-4300
     Email: john.horowitz@marcusmillichap.com

           About 36th Street Property and HR 442 Corp.

36th Street Property Inc. is primarily engaged in renting and
leasing real estate properties. Its affiliate, HR 442 Corp.,
operates in the traveler accommodation industry.

36th Street Property and HR 442 sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No.
22-40563) on March 22, 2022, with up to $50,000 in assets and up to
$50 million in liabilities. Ae Sook Choi, president, signed the
petition.

Judge Jil Mazer-Marino oversees the cases.

Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC is the
Debtors' counsel.


77 VARET: Seeks Cash Collateral Access
--------------------------------------
77 Varet Holding Corp., as Member Debtor, and 162-164 82nd St. LLC,
as Property Debtor, ask the U.S. Bankruptcy Court for the Eastern
District of New York for authority to use the cash collateral of of
East 82nd Holdco LLC and provide adequate protection.

The Debtor requires the use of cash collateral in the amount of up
to $130,000 to pay ordinary operating expenses of the Property,
which is a residential apartment building on the Upper East Side
containing 37 units, most of which are free market.

On September 21, 2022, facing a foreclosure sale by the Lender of
the Member Debtor's equity holding in Property Debtor, Member
Debtor filed a voluntary Chapter 11 petition.

Subsequently, Property Debtor filed its own voluntary petition on
October 14, 2022.

A motion for the joint administration of these two cases was
granted by the Court at a hearing held on November 29, 2022,
although the Order is sub judice before the Court.

On June 15, 2017, the Property Debtor obtained a loan in the
original principal amount of $10.5 million from the Lender's
predecessor-in-interest, Dime Community Bank, secured by a first
mortgage lien against the Property.

That same date, Member Debtor obtained a mezzanine loan in the
original principal amount of $1.5 million from Dime, secured by a
first lien in Member Debtor's membership interest in Property
Debtor.

On June 29, 2021, Dime sold and assigned its secured claims against
the Debtors to the Lender.

As of the Petition Date, the secured claims held by the Lender
against the Debtor totaled the aggregate sum of approximately $17.5
million.

To adequately protect the Lender for the cash collateral, the
Debtors will grant the Lender customary protections including
replacement liens and regular reporting.

The Debtors requests the Court hold a preliminary hearing, on
December 13, 2022 and set a date for a final hearing.

A copy of the motion is available at https://bit.ly/3Y5ABY8 from
PacerMonitor.com.

A copy of the budget is available at https://bit.ly/3Uz1uRf from
PacerMonitor.com.

The budget provides for total operating expenses, on a monthly
basis, as follows:

      $104,316 for December 2022;
       $24,499 for January 2023;
       $24,368 for February 2022;
      $104,177 for March 2023;
       $24,129 for April 2023; and
       $28,129 for May 2023.

                  About 77 Varet Holding Corp.

77 Varet Holding Corp. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept.
21, 2022. In the petition filed by David Goldwasser, as manager,
the Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.

The Debtor is represented by Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein LLP as counsel.



7910 MAIN STREET: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Scott C. Clarkson has entered an order approving the adequacy
of the 7910 Main St. Property, LLC's Disclosure Statement.

The Disclosure Statement, and the Chapter 11 of Reorganization, as
well as the ballots, must be mailed to all creditors, the United
States Trustee, and other parties in interest, no later than Nov.
30, 2022.

The Ballot Summary must be filed and served by January 31, 2023.

No later than Jan. 31, 2023, the Debtor must file and serve the
Motion for Confirmation and confirmation memorandum brief stating
why the Plan should be confirmed.

Oppositions to confirmation of the Plan stating why the Plan should
not be confirmed, with admissible evidence supporting the
objection, must be filed, and served no later than Feb. 15, 2023.

Replies must be filed and served no later than Feb. 22, 2023.

The hearing to consider confirmation of the Debtor's Chapter 11
Plan and the continued Chapter 11 Status Conference is hereby set
for March 1, 2023 at 1:30 PM PST.

Counsel for the Debtor:

     Eric Bensamochan, Esq.
     THE BENSAMOCHAN LAW FIRM, INC
     9025 Wilshire Blvd., Suite 215
     Beverly Hills, CA 90211
     Telephone: (818) 574-5740
     Facsimile: (818) 230-1931
     E-mail: eric@eblawfirm.us

               About 7910 Main Street Property

7910 Main Street Property LLC is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).

7910 Main Street Property sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10877) on May
27, 2022.  The case is assigned to Honorable Bankruptcy Judge Scott
C. Clarkson. Eric Bensamochan, of The Bensamochan Law Firm, Inc.,
is the Debtor's counsel.


942 PENN RR: Trustee, Marjam Say Plan Unconfirmable
---------------------------------------------------
Barry Mukamal, as Chapter 11 Trustee of the bankruptcy estate of
debtor 942 Penn RR, LLC, objects to the approval of the Disclosure
Statement for First Amended Plan of Reorganization filed by the
Debtor.

Creditor Marjam Supply of Florida, LLC, joins in Trustee Barry E.
Mukamal's objection.

The Trustee claims that the Disclosure Statement, as filed, cannot
be approved because it lacks significant information that would be
relevant to creditors in assessing the Plan for voting purposes.
Moreover, and perhaps more importantly, this Plan (and perhaps any
plan that could be proposed by the out-of-possession Debtor) is
patently unconfirmable because the Debtor cannot evidence the good
faith necessary under the Bankruptcy Code to propose a confirmable
plan. Prior to the Trustee's appointment, the Debtor could not even
comply with the most basic obligations of a debtor-in-possession,
such as its statutory obligation to open and maintain a DIP
account. In addition, the Plan as proposed is unfeasible because,
among other things, it leaves the Debtor's management in place and
fails to provide any support for its whimsical suggestion that
equity will merely pay creditors – either from their own pockets
or from some unnamed lender. Most importantly, among other things,
the Disclosure Statement does not and cannot properly disclose any
verifiable pre-Trustee appointment financials or account for and
provide a plan to pay the significant tax liabilities (or the
associated penalties and interest) because the Debtor has never:
(a) maintained any type of books and records; (b) set up or
maintained any accounting system; (c) filed Federal income tax
returns; (d) collected or remitted sales tax to the State of
Florida or filed sales tax returns; or (e) collected or remitted
resort tax to the City of Miami Beach or filed resort tax returns.
And the Disclosure Statement also fails to address, let alone
identify with any specificity or provide for the repayment of, the
over $570,000 in insider transfers in the one-year period
immediately preceding the Petition Date, let alone potentially
avoidable and recoverable transfers that likely exist dating back
to the Debtor's inception.

Counsel to the Chapter 11 Trustee Barry E. Mukamal:

     Scott N. Brown, Esq.
     Dana R. Quick, Esq.
     BAST AMRON LLP
     One Southeast Third Avenue, Suite 2410
     Miami, FL 33131
     Telephone: (305) 379-7904
     E-mail: sbrown@bastamron.com
             dquick@bastamron.com

Counsel for the Creditor, Marjam Supply of Florida, LLC:

     Heather A. Degrave, Esq.
     WALTERS LEVINE & DEGRAVE
     601 Bayshore Boulevard, Suite 720
     Tampa, FL 33606
     Tel: (813) 254-7474
     Fax: (813) 254-7341

                       About 942 Penn RR

942 Penn RR, LLC, is the fee simple owner of a real property also
known as 942 Pennsylvania, Avenue, Miami Beach, Fla., valued at
$1.62 million.

942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022. In the petition filed by Raziel Ofer, manager, the
Debtor disclosed $1,617,630 in total assets and $27,179,541 in
total liabilities.

Judge Robert A. Mark oversees the case.

The Law Office of Mark S. Roher, PA serves as the Debtor's counsel.


975 WALTON: Court Approves Lender's Disclosure Statement
--------------------------------------------------------
Judge Jil Mazer-Marino has approved the motion of lender Walton
Improvement Group LLC for entry of an order approving its
Disclosure Statement for its Plan of Liquidation for 975 Walton
Bronx LLC.

The hearing to consider confirmation of the Lender's Plan will be
held before the Honorable Jil-Mazer Marino, United States
Bankruptcy Judge, in the United States Bankruptcy Court for the
Eastern District of New York, 271-C Cadman Plaza East, Suite 1595,
Brooklyn, New York 11201 on January 26, 2023 at 10:30 a.m.
(prevailing Eastern Time), as such date may be continued or
adjourned by the Court.

Objections, if any, to the Lender's Plan must (i) be in writing,
(ii) state the name and address of the objecting party and the
amount and nature of the Claim or Interest of such party, (iii)
state with particularity the basis and nature of any objection or
proposed modification, and (iv) be filed and served by no later
than Jan. 12, 2023 at 5:00 p.m. (prevailing Eastern Time).

Responsive pleadings to any objection to confirmation of the
Lender's Plan must be filed by no later than Jan. 19, 2023 at 5:00
p.m. (prevailing Eastern Time).

The Lender must cause the Voting Agent to mail the Solicitation
Package to all known holders of Claims in the Voting Classes by no
later than 5 days after the entry of this Order (the "Solicitation
Deadline").

All Ballots by holders of Claims in the Voting Classes must be
properly executed, completed and delivered to the Voting Agent, so
that they are actually received by no later than December 21, 2022
12:00 p.m. (prevailing Eastern Time).

The Lender must file the Voting Certification on the Court's
electronic case filing system in the Chapter 11 Case on or before
January 6, 2023 at 5:00 p.m. (prevailing Eastern Time).

Except to the extent the Lender determines otherwise and consistent
with Bankruptcy Code section 1126 and Bankruptcy Rule 3017(d), the
Solicitation Package need not be distributed to the holders of (i)
Unclassified Claims, (ii) Claimants in Class 3, or (iii) Interest
Holders in Class 6, provided, however, that the Lender shall
distribute the Confirmation Hearing Notice and the Scheduling Order
to such Claimants and Interest Holders on or before the
Solicitation Deadline.

                      About 975 Walton Bronx

975 Walton Bronx, LLC, is a New York limited liability company,
which primarily owns a multi-family residential apartment building
at 975 Walton Avenue, Bronx, NY.  The property consists of 182
apartments and commercial space, including a cell tower.

975 Walton Bronx sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40487) on Feb. 25,
2021.  At the time of filing, the Debtor had between $10 million
and $50 million in both assets and liabilities.  

Judge Jil Mazer-Marino oversees the case.  

Goldberg Weprin Finkel Goldstein, LLP, is the Debtor's legal
counsel.

Walton Improvement Group LLC, as lender, is represented by Benjamin
Mintz, Esq., at ARNOLD & PORTER KAYE SCHOLER LLP.


A AND N DIAMOND: Unsecureds Will Get 1% in Subchapter V Plan
------------------------------------------------------------
A and N Diamond, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Subchapter V Plan of Reorganization
dated December 1, 2022.

The Debtor is the operator of an Express Lube oil change center
which operates in Brunswick, GA. The business was started in 2015
by Elia Hawara and has continuously operated since that time.

During 2020 and 2021 as a result of COVID-19 and a loss of car wash
revenue at the Georgia location as a result of needed repairs, the
Debtor's revenue began to substantially decline. The Debtor had a
blanket lien on both locations with Suntrust/Truist Bank which went
into default during this time. The mortgages on both properties
were declared in default and subjected to foreclosure in Case No.
2021 CA 05088 in Duval County, FL.

The Debtor eventually was able to sell the Beach Blvd location and
partially satisfy the Suntrust/Truist lien, but the default on the
Georgia location still exists. The Debtor was also defendant in a
second action brought by Ascentium Capital as a result of fixture
loans on the Georgia property in Case 2022 CA 04467 in Duval
County, FL.

As of September of 2022, the Debtor had defaulted on loans and was
facing severe financial trouble. However, the Debtor felt that the
income would significantly increase with the ability to obtain
funding to repair the car was equipment in the Georgia location.
This would allow a successful reorganization for all secured,
priority and unsecured debts.

This Plan proposes to pay unsecured creditors of the Debtor all
disposable income during months 1-36 from future income of the
Debtor derived from income generated from the oil change/post
office business that the Debtor will lease to a third party in
order to obtain a discharge.

This Plan provides for 4 classes of secured claims, 3 classes of
Priority Claims and 1 class of unsecured claim. Unsecured creditors
holding allowed claims will receive distributions which the
proponent of this Plan has valued at approximately 1 cents on the
dollar based upon current projections of disposable income. This
Plan also provides for the payment of administrative and priority
claims.

Class 6 consists of All General Unsecured Claims. The Debtor
estimates no payments to unsecured claims due to the lease of the
real estate and payment to the secured creditors during months 2-36
of the plan. To the extent that unsecured claims are filed and
allowed, the Debtor shall pay the unsecured claims a total payment
of $6,500.00 to be distributed pro rata amongst all allowed
unsecured claims in month 1 of the plan of reorganization from the
non-refundable deposit amount paid by the third party lessor for 1%
repayment of all unsecured claims.

A full-text copy of the Subchapter V Plan dated December 1, 2022,
is available at https://bit.ly/3F5L4tT from PacerMonitor.com at no
charge.

Attorneys for Debtor:

     Bryan K. Mickler
     Law Offices of Mickler & Mickler, LLP
     5452 Arlington Expressway
     Jacksonville, FL 32211
     Tel: (904) 725-0822
     Email: bkmickler@planlaw.com

                     About A and N Diamond, Inc.

A and N Diamond, Inc., owns express lube and car wash business
located in Brunswick, Ga., valued at $588,700. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 22-01859) on September 14, 2022. In the petition
signed by Elia Hawara, president, the Debtor disclosed $598,773 in
assets and $2,369,348 in liabilities.

Judge Jacob A. Brown oversees the case.

Brian K. Mickler, Esq., at the Law Offices of Micker and Mickler,
LLP, is the Debtor's counsel.


A&D TESTS: Court OKs Final Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, Waco
Division, authorized A&D Tests, Inc. to use cash collateral on a
final basis in accordance with the budget, with a 10% variance.

The U.S. Small Business Administration asserts an interest in the
Debtor's cash collateral.

The Debtor requires the use of cash collateral to continue the
operation of its business.

As adequate protection, Secured Lenders are granted replacement
liens and security interests, in accordance with Bankruptcy Code
Sections 361, 363, 364(c)(2), 364(e), and 552, co-extensive with
their pre-petition liens.

The replacement liens granted to the Secured Lenders in the Order
are automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.

During the pendency of the order, the Debtor will maintain
insurance on the Secured Lenders' collateral and pay taxes when
due.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3Bgz2wu from PacerMonitor.com.

The Debtor projects $135,110 in gross income and $133,454 in total
expenses for one month.

                     About A&D Tests, Inc.

A&D Tests, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-60436) on October 3,
2022. In the petition signed by Clanci Mitchell, vice president,
the Debtor disclosed up to $500,000 in both assets and
liabilities.

Judge Michael M. Parker oversees the case.

Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's counsel.



ADAMS 3 LLC: Taps The Law Firm of MorrisMargulies as Counsel
------------------------------------------------------------
Adams 3, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Columbia to employ The Law Firm of MorrisMargulies, LLC
as its legal counsel.

The firm's services include:

   (a) representing the Debtor in its Chapter 11 case and advising
the Debtor as to its rights, duties and powers;

   (b) preparing legal papers;

   (c) representing the Debtor at all hearings, meeting of
creditors, conferences, trials, and other proceedings in its case;
and

   (d) performing other necessary legal services.

MorrisMargulies will charge these hourly fees:

      Attorneys     $550 per hour
      Paralegal     $190 per hour

The retainer is $15,000.

Frank Morris II, Esq., an attorney at MorrisMargulies, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Frank Morris II, Esq.
     Law Firm of MorrisMargulies, LLC
     8201 Corporate Drive, Suite 260
     Landover, MD 20785
     Phone: 301-731-1000
     Fax:  301-731-1206
     Email: frankmorrislaw@yahoo.com

                         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,
with between $1 million and $10 million in both assets and
liabilities. Napoleon Ibiezugbe, as officer, signed the petition.

Judge Elizabeth L. Gunn oversees the case.

Frank Morris, II, Esq., at the Law Office of Frank Morris, II and
Comprehensive Business of Northern Virginia, LLC serve as the
Debtor's legal counsel and accountant, respectively.


ADVANCED REIMBURSEMENT: Plan Hearing Continued to Jan. 10
---------------------------------------------------------
Judge Brenda K. Martin has entered an order granting the motion of
Advanced Reimbursement Solutions, LLC, et. al. to continue hearing
on final approval of the Debtors' Disclosure Statement and
confirmation of the Plan.

The combined hearing is rescheduled for Jan. 10, 2023 at 1:30 p.m.
The hearing will be held in Courtroom 701, at 230 North 1st Avenue,
Phoenix, AZ 85003.

The deadline for any party desiring to object to final approval of
the Disclosure Statement or confirmation of the Plan is reset to
Dec. 29, 2022.

The deadline for ballots of any creditor desiring to vote for or
against the confirmation of the Plan is Jan. 3, 2023.

The Debtors must file a report, consistent with Local Bankruptcy
Rule 3018-1, no later than 3 business days prior to the continued
Combined Hearing or by January 5, 2023.

            About Advanced Reimbursement Solutions

Advanced Reimbursement Solutions, LLC, is a full cycle revenue
management enterprise specializing in out-of-network (OON) medical
services, patient advocacy, and proprietary billing software.  The
company is based in Scottsdale, Ariz.

Advanced Reimbursement Solutions and its affiliate, American
Surgical Development, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-06372)
on Sept. 23, 2022.  In the petitions signed by their chief
restructuring officer, Bryan Perkinson, the Debtors disclosed
between $10 million and $50 million in both assets and
liabilities.

The Debtors tapped Allen Barnes & Jones, PLC as legal counsel and
Bryan Perkinson, Sonoran Capital Advisors' managing director, as
chief restructuring officer.


ALL ABOUT KIDZ: Seeks Cash Collateral Access
--------------------------------------------
All About Kidz Learning Dev Center Inc. asks the U.S. Bankruptcy
Court for the Middle District of Alabama, Northern Division, for
authority to use cash collateral incident to expenses incurred in
the normal course of business.

The Debtor requires the use of cash collateral for administrative,
general and necessary costs and expenses including, but not limited
to, waste services, utilities, taxes, rent, supplies, payroll,
insurance, and miscellaneous expenses relative to a childcare
services facility.

Throughout the last two years, the Debtor has suffered financial
problems related, at least in part, to the COVID-19 pandemic.
Further, the Debtor opened a second facility in Montgomery, Alabama
to serve the needs of certain children which facility and its
attendant costs have been greater than anticipated.

The imminent threat to the Debtor's business operations, which
prompted the immediate Chapter 11 filing, was a process of
garnishment that was served by Coolidge Capital, LLC to Valley
National Bank a day or so in advance of the Petition Date.

Th following entities have UCC-1 Financing Statements of record in
order of priority with known balances:

     a. Cloud Funding, LLC (UCC-1 filed 07/23/2021), Amount
$6,818;
     b. Everest Financial Group, LLC (UCC-1 possibly filed
09/01/2021);
     c. Liquidibee, LLC (UCC-1 04/22/2022) Amount $9,954;
     d. Alabama Department of Revenue (UCC-1 filed 04/26/2022)
Amount $1,476; and
     e. Coolidge Capital, LLC (UCC-1 filed 08/18/2022) Amount
$27,681.

As of the Petition Date, the Debtor's accounts, because of the
garnishment served by Coolidge Capital, LLC, reflected the
following on deposit:

     a. Valley National Bank, Account Number Ending 7787
        Balance -$51,329, caused by Coolidge's garnishment
     b. Valley National Bank, Account Number Ending 7884
        Balance -$55,389, caused by Coolidge's garnishment
     c. River Bank & Trust, Account Number Ending 0816
        Balance $52.

The Debtor proposes that adequate protection to the identified
entities includes a replacement lien on the Debtor's post-petition
receivables and projected positive cash flow.

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

          About All About Kidz Learning Dev Center Inc.

All About Kidz Learning Dev Center Inc. operates two childcare
service centers in Montgomery, Alabama.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 22-32001) on October 19,
2022. In the petition signed by Sade Lewis, president/owner, the
Debtor disclosed up to $50,000 in assets and up to $100,000 in
liabilities.

Anthony B. Bush, Esq., at Bush Law Firm, LLC, is the Debtor's legal
counsel.



ALMONDE INC: DoubleLine OCF Values $700,000 Loan at 82% of Face
---------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $700,000 loan
extended to Almonde, Inc to market at $ 576,191 or 82% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (6
Month LIBOR USD + 7.25%, 1.00% Floor) to Almonde, Inc.  The loan
currently has an interest rate of 10.62% and is scheduled to mature
on June 16, 2025.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.



AMERICAN AXLE: Moody's Affirms B1 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed American Axle & Manufacturing,
Inc.'s corporate family rating at B1, Probability of Default Rating
at B1-PD, senior secured rating at Ba1 and senior unsecured rating
at B2. At the same time, Moody's assigned a Ba1 to the proposed
$650 million senior secured term loan B.  The outlook was changed
to stable from positive. The Speculative Grade Liquidity Rating
remains SGL-2.

The actions reflect Moody's expectation that previously
anticipated, accelerated improvement in American Axle's credit
metrics will instead be more protracted as automotive industry
fundamentals are expected to remain challenging through 2023. Light
vehicle production is expected to continue recovering in 2023 but
uneven production schedules due to lingering supply chain
disruptions (semiconductor and parts shortages) and friction from
elevated raw materials, labor, energy and freight costs will
constrain returns.

Proceeds from the proposed term loan B, along with available cash
and revolving credit facility borrowings, are expected to payoff
the term loan B scheduled to mature April 2024. Moody's will
withdraw the rating on the existing term loan at the close of the
transaction.

Assignments:

Issuer: American Axle & Manufacturing, Inc.

Gtd Senior Secured Term Loan B, Assigned Ba1 (LGD2)

Affirmations:

Issuer: American Axle & Manufacturing, Inc.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Gtd Senior Secured Term Loan A, Affirmed Ba1 (LGD2)

Gtd Senior Secured Term Loan B, Affirmed Ba1 (LGD2)

Gtd Senior Secured Revolving Credit Facility, Affirmed Ba1 (LGD2)

Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD5)

Backed Senior Unsecured Regular Bond/Debentures, Affirmed B2
(LGD5)

Outlook Actions:

Issuer: American Axle & Manufacturing, Inc.

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

American Axle's ratings reflect a strong competitive position as a
supplier of driveline and metal forming products that skew towards
higher margin light trucks and SUVs/CUVs, which continue to
increase as a percentage of global vehicle production. While
revenue is still heavily reliant on internal combustion engine
platforms, products correlate with increasing demand for fuel
efficiency and emissions reductions with a focus on axle
efficiency, vehicle light weighting and all-wheel drive
applications. Additionally, American Axle is aligning itself with
the auto industry's transition to alternative propulsion with the
development of hybrid and electric driveline systems and
components. Electrification wins represent approximately 35% of the
2022-2024 new business backlog, with increasing quoted and emerging
opportunities.

The ratings also reflect Moody's consideration of reliance on one
region (North America represents approximately 80% of revenue) and
a limited number of customers with approximately 40% of
year-to-date 2022 revenue generated from General Motors Company
(GM), 18% from Stellantis N.V. (Stellantis) and 11% from Ford Motor
Company (Ford). However, customer concentration is partially
mitigated by American Axle's meaningful driveline content on
top-selling light truck and SUV platforms such as the GM Silverado
and Sierra, the Stellantis HD Ram truck series and additional
content on the Ford F-Series and the Ford Explorer.

The stable outlook reflects Moody's expectation that the recovery
of automotive vehicle volumes will continue in North America
through 2023, supporting modest improvement in operating results.
The stable outlook also anticipates that solid free cash flow will
be largely utilized for debt repayment, with the possibility of
smaller tuck-in acquisitions to supplement increased penetration of
electric driveline opportunities.

The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity supported by cash of over $420 million and nearly $850
million of availability under the $925 million revolving credit
facility set to expire 2027, both amounts pro forma for the
transaction. Moody's estimates that the company's run-rate cash
position is in the $400 million range but is currently elevated to
provide enhanced financial flexibility due to lingering supply
chain issues and the uneven recovery in vehicle production levels.
Moody's anticipates annual free cash flow to exceed $200 million
over the next couple of years, even with increased spending on
working capital and capital expenditures as well as restructuring
payments and electrification investments.

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

The ratings could be upgraded with expectations for continued
revenue and earnings growth, with an EBITA margin approaching 8%
and free cash flow-to-debt near 10%. Expectations for
EBITA-to-interest to be maintained above 3x and debt-to-EBITDA
below 3.5x, while maintaining a good liquidity profile, could also
result in a positive rating action. Progress in improving
diversification as well as a strategy that will enable increased
participation in the OEMs' move to alternative propulsion
drivetrains, primarily through the new business backlog, would also
be viewed favorably. Ratings could be downgraded if
EBITA-to-interest is expected to fall below 1.5x or debt-to-EBITDA
rises above 4.5x into the first half of 2023. Deteriorating
liquidity, including sharply lower free cash flow could also
pressure ratings.

The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.

American Axle & Manufacturing Holdings, Inc. provides driveline
(axles, driveshafts, clutch modules) and metal forming (axle and
transmission shafts, ring and pinion gears, connecting rods)
products designed to make the next generation of automotive
vehicles lighter, safer and more efficient.  Revenue for the twelve
months ended September 30, 2022 was approximately $5.6 billion.

American Axle & Manufacturing, Inc., is the US debt issuer
supporting the global operations of American Axle & Manufacturing
Holdings, Inc.


ARTERA SERVICES: DoubleLine OCF Values 2026 Loan at 52% of Face
---------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $500,000 loan
extended to Artera Services LLC to market at $297,000, or 52% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (3
Month LIBOR USD + 7.25%, 1.00% Floor) to Artera Services LLC. The
loan currently has an interest rate of 10.92% and is scheduled to
mature on March 6, 2026.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended. The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Artera Services, LLC provides utility line construction services.
The Company offers installation, repair, and maintenance of gas and
electric distribution lines, as well as civil excavation,
feasibility studies, horizontal directional drilling, and
pollution
prevention planning services.



ASPIRA WOMEN'S: Gets 180-Day Extension to Regain Nasdaq Compliance
------------------------------------------------------------------
Aspira Women's Health Inc. said it received a written notice from
the Listing Qualifications Department of the Nasdaq Stock Market
that the Company has been granted an additional 180 calendar days,
or until May 29, 2023 (as the first trading day following such
period), to regain compliance with the minimum closing bid price of
$1.00 per share, as is required for continued listing on The Nasdaq
Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

On June 1, 2022, the Company received a deficiency letter from the
Staff notifying the Company that, for the preceding 30 consecutive
business days, the Company had not been in compliance with the Bid
Price Requirement.  In accordance with Nasdaq rules, the Company
was provided an initial period of 180 calendar days, or until Nov.
28, 2022, to regain compliance with the Bid Price Requirement.  The
Initial Notice also provided that the Company may be eligible for
an additional 180 calendar day compliance period if it provided a
written notice to Nasdaq of its intent to cure such deficiency.

As the Company did not regain compliance with the Bid Price
Requirement by the Initial Compliance Date, the Company applied for
an extension of the cure period, as permitted under the Initial
Notice.  The Staff granted the Company such extension of the cure
period because (i) the Company has indicated that, to the extent
necessary, it intends to cure the deficiency by effecting a reverse
stock split and (ii) the Company meets the continued listing
requirement for the market value of publicly held shares and all
other initial listing standards for The Nasdaq Capital Market, with
the exception of the Bid Price Requirement.

According to the Notice, if at any time before May 29, 2023 the
closing bid price for the Company's common stock is at least $1.00
per share for a minimum of 10 consecutive business days (or in
excess of ten consecutive business days, if determined at the
discretion of the Staff in accordance with Nasdaq Listing Rule
5810(c)(3)), the Staff will provide written confirmation of
compliance with the Bid Price Requirement and the common stock will
continue to be eligible for listing on The Nasdaq Capital Market.

If the Company does not regain compliance with the Bid Price
Requirement by May 29, 2023, the Staff will provide a written
notification to the Company that its common stock will be subject
to delisting.  At that time, the Company may appeal the Staff's
delisting determination to a Nasdaq Hearing Panel.  The Company
expects that its common stock would remain listed pending the
Panel's decision.  There can be no assurance that the Company will
regain compliance or otherwise maintain compliance with any of the
other listing requirements.

                    About Aspira Women's Health

Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women.  OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses.  ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products.  Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.

Aspira Women's reported a net loss of $31.66 million for the year
ended Dec. 31, 2021, a net loss of $17.91 million for the year
ended Dec. 31, 2020, a net loss of $15.24 million for the year
ended Dec. 31, 2019, and a net loss of $11.37 million for the year
ended Dec. 31, 2018.  As of Sept. 30, 2022, the Company had $23.94
million in total assets, $12.76 million in total liabilities, and
$11.18 million in total stockholders' equity.


ASSISTED LIVING: S&P Affirms 'CCC+' Rating on 2017A/B Rev. Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'CCC+' long-term rating on Public Finance Authority,
Wis.' series 2017A senior and 2017B subordinate multifamily housing
revenue bonds. The bonds were issued on behalf of the borrower,
Parkway Villa LLC, an affiliate of Assisted Living Foundation of
America (ALFA), for the Parkway Villa Apartments Project.

"The outlook revision reflects our view of improving, yet still
very weak, coverage and liquidity assessment," said S&P Global
Ratings credit analyst Sam Krouse.

S&P said, "We could take negative rating action should it become
likely that the obligor will default without an unforeseen positive
development, and in contrast to the 'CCC+' rating, specific default
scenarios are envisioned over the next 12 months. These include,
but are not limited to, a near-term liquidity crisis, violation of
financial covenants, or an issuer being likely to consider a
distressed exchange offer or redemption in the next 12 months. In
these events, we could take negative rating action on the bonds.
Evidence of such vulnerability could include, but is not limited
to: S&P Global Ratings-calculated debt service coverage (DSC)
dropping below 1.0x (tier 1 debt) once again or dropping further
(tier 2 debt), further deterioration in occupancy, lack of
willingness of the owner to continue advancing funds in light of
poor performance, and failure to comply with all terms and
covenants of the loan agreement. Further, should it become evident
that the project is facing a near-term liquidity crisis as accounts
funded with bond proceeds are depleted and can no longer subsidize
cash flows from operations to cover expenses, we could take
negative rating action on the bonds.

"We could take positive rating or outlook action if the project's
S&P Global Ratings-calculated DSC improves to above 1.0x for
multiple annual audits, and we no longer feel the project is highly
and increasingly vulnerable to nonpayment, barring unforeseen
positive development. To revise the outlook or take positive rating
action, in addition to DSC above 1.0x, the project must evidence
sustained higher rates of occupancy and rental revenues, our
assessment of management and governance must improve, and our
assessment of the project's physical characteristics must improve,
as evidenced by sustained positive trends in the Real Estate
Assessment Center (REAC) score. We must also believe that there are
no longer risks related to the project's ability to pay full and
timely debt service during the outlook period and the credit
characteristics of the transaction are no longer in line with the
'CCC' rating category."



ASURION LLC: DoubleLine OCF Values $110,000 Loan at 76% of Face
---------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $110,000 loan
extended to Asurion LLC to market at $83,462 or 76% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (1
Month LIBOR USD + 5.25%) to Asurion LLC.  The loan currently has an
interest rate of 8.37% and is scheduled to mature on January 31,
2028.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Asurion, LLC provides wireless handset insurance services. The
company offers replacement of lost, stolen, damaged, and
malfunctioning devices, as well as roadside assistance programs,
technical support, mobile security devices, and electronics
protection.



ASURION LLC: DoubleLine OCF Values $450,000 Loan at 77% of Face
---------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $450,000 loan
extended to Asurion LLC to market at $346,500 or 77% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (1
Month LIBOR USD + 5.25%) to Asurion LLC.  The loan currently has an
interest rate of 8.37% and is scheduled to mature on January 19,
2029.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Asurion, LLC provides wireless handset insurance services. The
company offers replacement of lost, stolen, damaged, and
malfunctioning devices, as well as roadside assistance programs,
technical support, mobile security devices, and electronics
protection.




ATLAS PURCHASER: DoubleLine OCF Values 2028 Loan at 79% of Face
---------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $459,188 loan
extended to Atlas Purchaser, Inc., to market at $362,184 or 79% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (6
Month LIBOR USD + 5.25%, 0.75% Floor) to Atlas Purchaser, Inc. The
loan currently has an interest rate of 8.68% and is scheduled to
mature on May 8, 2028.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Atlas Purchaser, Inc., which does business as Alvaria, Inc,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.



AUBSP OWNERCO 8: Gets OK to Hire Underwood Murray as Legal Counsel
------------------------------------------------------------------
AUBSP Ownerco 8, LLC and AUBSP Ownerco 9, LLC received approval
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ Underwood Murray, P.A. to serve as legal counsel in its
Chapter 11 case.

The firm's services include:

   a. advising the Debtor with respect to its responsibilities in
complying with the U.S. trustee's guidelines and reporting
requirements and with the rules of the court;

   b. preparing legal documents;

   c. protecting the interests of the Debtor in all matters pending
before the court; and

   d. representing the Debtor in negotiations with its creditors
and in the preparation and confirmation of a Chapter 11 plan.

The firm's hourly rates are as follows:

     Thomas M. Messana, Esq.      $600 per hour
     Scott A. Underwood, Esq.     $550 per hour
     Paraprofessionals            $140 to $450 per hour

Underwood Murray will be paid a retainer in the amount of $100,000,
and will be reimbursed for out-of-pocket expenses incurred.

Thomas Messana, Esq., a partner at Underwood Murray, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Thomas M. Messana, Esq.
     Underwood Murray, P.A.
     401 E. Las Olas Blvd. Suite 1400
     Fort Lauderdale, FL 33301
     Tel: (954) 712-7400
     Email: tmessana@underwoodmurray.com

                        About AUBSP Ownerco

AUBSP Ownerco 8, LLC, formerly known as RA2 Boise-Fairview, LLC,
and AUBSP Ownerco 9, LLC, formerly known as RA2 Boise-Overland,
LLC, filed petitions for Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 22-18613) on Nov. 4, 2022. In the petitions signed by
Richard Sabella, authorized agent, the Debtors disclosed up to $10
million in both assets and liabilities.

The Debtors tapped Thomas M. Messana, Esq., at Underwood Murray,
P.A. as bankruptcy counsel; and Stoel Rives, LLP and Cross & Simon,
LLC as special counsels.


AUTOKINITON US: S&P Alters Outlook to Stable, Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Autokiniton US Holdings
Inc. to stable from positive and affirmed its 'B' issuer credit
rating. At the same time, S&P affirmed its 'B' issue-level rating
on Autokiniton's senior secured debt.

The stable outlook reflects S&P's expectation that the company's
financial performance will stabilize as the volatility in OEM
production lessens, which it expects will lead to an improvement in
its margins and credit metrics over the next 12 months.

S&P said, "Autokiniton's operating profitability has suffered in
recent quarters due to sustained OEM production volatility and
inflationary cost pressures, which has led to EBITDA margins below
10% during the third quarter of 2022 from the mid-teens in our
previous forecast. The company's lower margins in 2022,
particularly during the third quarter, were due to ongoing OEM
production volatility, factory wage inflation, and higher freight
and logistics costs, which has led to operating inefficiencies at
its plants. The compression of its EBITDA margins, along with its
higher working capital intensity during 2022, has led to weaker
credit metrics relative to our previous expectations. We now expect
Autokiniton's S&P Global Ratings adjusted debt to EBTIDA will
approach 7x and estimate its FOCF to debt will be below 3% for the
year.

"After 2022, we expect the company's EBITDA margins will gradually
improve toward its historical levels of more than 15% based on our
view that Autokiniton's sales volumes with its OEM customers will
stabilize as it realizes the benefits from its recent pricing
actions and successfully recovers certain commercial costs from its
customers. Although we expect Autokiniton will improve its EBITDA
margins, we are also now forecasting that it will incur higher
capital spending over the next 12 months as it prepares to launch
several new programs with its OEM customers. Overall, our forecast
revisions are leading to slower deleveraging and more modest level
of FOCF to debt."

The elevated macroeconomic uncertainty, continued supply chain
disruptions, rising interest rates, and persistent inflation could
prolong the volatility in OEM production. S&P's base-case scenario
now assumes a U.S. recession occurring over the next 12 months,
which will compound the operational challenges Autokiniton has
faced in recent years and raise the risk that its margins will
remain compressed for longer than currently anticipated.

Autokiniton has adequately managed its liquidity in recent quarters
with total liquidity exceeding $340 million as of Sept. 30, 2022.
The company has managed its liquidity by supplementing weaker
operating cash cash flow with a $64 million sale-leaseback
transaction during the first half of 2022. S&P said, "While this
enhanced Autokiniton's cash position, we treat sale-leasebacks as
debt-like and this transaction slightly increased its leverage. The
sale-leaseback transaction offset Autokiniton's inventory and
tooling investments during 2022, which were necessary to support
the expected ramp up in OEM production volumes for both existing
and new vehicle programs. We forecast that Autokiniton has
sufficient liquidity sources to finance its new program launches
entering 2023."

S&P said, "The stable outlook reflects our view that Autokiniton's
financial performance will stabilize as the volatility in OEM
production volumes declines, which we expect will lead to an
improvement in its margins and credit metrics over the next 12
months.

"We could lower our rating on Autokiniton over the next 12 months
if its debt to EBITDA remains above 5x or its FOCF to debt remains
below 5% on a sustained basis. This could occur if the company's
volumes with its OEM customers continue to be volatile, which would
cause its margins to remain suppressed. Similarly, we could lower
our rating if the company pursues aggressive financial policies
that increase leverage, including debt-financed mergers and
acquisitions (M&A) or a dividend recapitalization.

"While unlikely over the next 12 months, we could raise our rating
on Autokiniton if it ramps up its new vehicle program launches at
an accelerated pace and improves its manufacturing efficiency such
that it maintains debt to EBITDA of less than 4x and FOCF to debt
exceeding 5% on a sustained basis. We would also expect the company
to commit to manage its financial policy such that it maintains its
credit metrics at these improved levels before raising our
rating."

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

S&P said, "Environmental and social factors have an overall neutral
influence on our credit rating analysis of Autokiniton. The
company's products are powertrain agnostic, thereby avoiding a
dependence on the internal combustion engine. Governance is a
moderately negative consideration. Our highly leveraged assessment
of the company's financial risk profile reflects that its corporate
decision-making prioritizes the interests of its controlling
owners, which is in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects private-equity owners' generally finite holding periods
and focus on maximizing shareholder returns."



AVAYA INC: DoubleLine OCF Values $249,108 Loan at 55% of Face
-------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $249,108 loan
extended to Avaya, Inc to market at $136,152 or 55% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (1
Month LIBOR USD + 4.25%) to Avaya, Inc.  The loan currently has an
interest rate of 7.07% and is scheduled to mature on December 15,
2027.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Avaya Inc. provides communication software and services. The
Company offers unified communications, as well as contact centers,
cloud, and collaboration services.



AVEANNA HEALTHCARE: DoubleLine OCF Values Loan at 74% of Face
-------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $825,000 loan
extended to Aveanna Healthcare LLC to market at $610,500 or 74% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (1
Month LIBOR USD + 7.00%, 0.50% Floor) to Aveanna Healthcare LLC.
The loan carries a 10.05% interest rate and is scheduled to mature
on December 10, 2029.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Aveanna Healthcare LLC provides health care services. The Company
offers pediatric skilled nursing, therapy, autism, enteral
nutrition, and adult services.



BALLINGER, TX: Moody's Withdraws 'Ba2' Issuer & GOLT Ratings
------------------------------------------------------------
Moody's Investors Service has withdrawn the city of Ballinger, TX's
Ba2 issuer and general obligation limited tax ratings due to a lack
of sufficient information.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.

PROFILE

The city of Ballinger has approximately 3,700 residents and is
located in Runnels County in central Texas, approximately 165 miles
northwest of Austin, TX (Aa1 stable).


BBOG HOLDINGS: Fitch Affirms Issuer Default Rating at 'CCC+'
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of BBOG
Holdings LLC and BlackBrush Oil & Gas L.P. at 'CCC+'. BlackBrush
Oil & Gas L.P.'s 2025 term loan has also been affirmed at
'CCC+'/'RR4'.

BlackBrush's ratings are driven by its smaller production scale,
capital intensive growth program, meaningful portion of
non-operated acreage and uncertainty surrounding access to capital.
Fitch expects positive operational momentum regained in 2022 to
continue into 2023 as management allocates significant capital to
support relatively substantial production growth.

KEY RATING DRIVERS

Improving Operational Profile: After experiencing a production
decline to below 5mboepd average in 2021, BlackBrush regained
operational momentum in 2022 and expects to average approximately
11mboepd for the year and exit at approximately 17mboepd. Its
improved scale is material as an increased production level helps
reduce the company's vulnerability to operational or market shocks,
but it remains a small producer and is more exposed to these risks
than its larger peers. Further increases in scale are expected in
2023 with a single rig development program focused predominantly on
its Karnes and South Texas Scout (STS) assets, which given their
close geographic proximity provides drilling flexibility and is
expected to increase the companies gas weighting.

Growth-Oriented Capital Allocation: Management's prioritization of
growth-targeted capital expenditures directly benefits Blackbrush's
operational scale. BlackBrush's relative level of development capex
is high compared to most industry peers who are currently
emphasizing FCF generation by limiting organic growth to nearer
maintenance levels, but is aligned with many similarly-sized
private explorations and production (E&Ps).

The company has allocated cash flows generated from cyclically high
commodity prices and incremental term loan issuances towards a
significantly expanded capex program. Fitch expects YE capex
figures in 2022 and 2023 to outstrip historical levels with growth
spending continuing under a favorable commodity pricing
environment. Cash flows are also directed to mandatory amortization
on the 2024 term loan, although Fitch considers this obligation
manageable through the cycle.

Limited Financial Flexibility: Blackbrush does not operate with a
revolving credit facility, which in the absence of access to other
external funding sources, greatly reduces the company's financial
flexibility. Cyclically high commodity prices have improved
liquidity in the short-term, but medium-and-long-term liquidity is
highly vulnerable to price fluctuations. In 1Q22, the company
entered into a $35 million term loan agreement to develop its
Karnes County acreage.

Fitch expects BlackBrush to continue to explore other sources of
financing (e.g. forward PDP sales, Drill Co agreements, non-core
divestitures, etc.) to provide capital to further asset development
and capital structure simplification. Further development of these
assets would help de-risk the company's asset profile and grow the
company's reserve base, which was a relatively small 53 million PDP
boe at 2Q22.

Asset Base Restricts Operational Flexibility: BlackBrush's asset
base consists of approximately 255,000 gross acres in the Eagle
Ford and Austin Chalk plays in Texas and Louisiana. BlackBrush core
development acreage is located in Karnes (1,341 net acres), Frio/La
Salle (26,430 net acres) counties as well as the STS area of La
Salle and McMullen counties (41,010 net acres). BlackBrush's
development program targets their Karnes county assets, where low
working interest and primarily non-op positions limit management's
influence on development pacing. BlackBrush's more prospective East
Texas, and Louisiana assets may offer the company some option
value, but entail increased execution risk as these plays are
largely undeveloped.

Manageable Leverage, Refinancing Risk: Improving EBITDA margins and
positive momentum in the operational profile lead to improved
leverage metrics through-the-cycle as compared to Fitch's previous
forecast. In addition to the 2024 and 2025 term loans, BlackBrush's
preferred equity receives 0% equity credit under Fitch's Hybrid's
and Notching Criteria, with resultant YE 2022 leverage expected at
1.7x. Fitch believes refinancing risk is manageable in the
short-term with cash flows sufficient to cover mandatory
amortization of the 2024 term loan. Medium term risk is more
elevated given uncertain access to capital markets for high yield
upstream producers.

Expanded Hedge Book: BlackBrush's increasing willingness to hedge
production benefits the company's credit profile given the lack of
revolver and limited size and scale. The company currently plans to
hedge between 40%-50% of 2023 production with the majority of the
hedge book weighted towards 1Q23. While beneficial, significant
cash flow risks persist despite the hedge book, particularly given
the lack of revolver and/or if a weaker oil and gas environment
affects BlackBrush's ability to meet operating capital needs.

DERIVATION SUMMARY

BlackBrush operates on a smaller scale than its similarly rated
peers with expected YE 2022 production of ~11 Mboepd trailing EnVen
Energy (B-/Stable), Ranger Oil Corporation (B-/Stable', 42.7 Mboepd
3Q22), Talos Energy Inc. (B-/Ratings Watch Positive; 53.0 Mboepd
3Q22), and Moss Creek Resources Holdings (B/Stable). HighPeak
Energy Inc.(B-/Stable) has pursued a similar growth strategy for
2022 with 3Q22production of ~26 Mboepd.

BlackBrush's unhedged cash netbacks of $49.30/boe at 2Q22have
improved materially through 2022 in line with the strong commodity
pricing environment. However, these improvements still lag peers
HighPeak, Ranger Oil, and Talos and with netbacks of $90.0/boe,
$78.9/boe, and $61.6/boe, respectively. Each of these peers has
greater financial flexibility than BlackBrush with access to
revolving credit facilities and more consistent capital market
access.

BlackBrush and Ranger Oil operate in the Eagle Ford with similar
concerns regarding lack of diversification. Talos and EnVen (which
Talos will acquire, expected close YE 2022) both have large
offshore footprints increasing risks surrounding environmental
remediation and asset retirement costs. Moss Creek and HighPeak
have peer group leading asset bases with liquids heavy, Permian
acreage.

KEY ASSUMPTIONS

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

- WTI prices of $95.00/bbl in 2022, $81.00/bbl in 2023, $62.00/bbl
in 2024 and $50.00/bbl thereafter;

- Henry Hub prices of $7.00/mcf in 2022, $5.00/mcf in 2023,
$4.00/mcf in 2024 and $3.00/mcf thereafter;

- Capex assumptions in 2022 and 2023 in line with production
increases toward ~11 Mboepd and ~20 Mboepd in 2022 and 2023;

- Liquids mix becomes more heavily gas weighted;

- Increasing gross debt resulting from the PIK features of the
company's first lien term loan and preferred stock (0% equity
credit);

- Successful refinancing of 2025 1st lien term loan;

- Hedges included as currently contracted, no additional hedges
included.

Recovery Analysis

Fitch has assumed a multistep recovery due to separate first lien
claims for the 2024 term loan and the 2025 term loan. The 2024
Shell/ICBC term loan has a first lien claim on Karnes acreage. The
2025 term loan has a first lien claim on all other assets and a
second lien claim on the Karnes acreage. Karnes acreage generates
60% of EBITDA on a pro-forma basis.

Going-Concern (GC) Approach

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation (EV), which reflects the decline from current
pricing levels to stressed levels and then a partial recovery
coming out of a troughed pricing environment. Fitch believes that
in a weakened commodity price environment, could result in
BlackBrush investing at sub maintenance capex levels to given its
limited liquidity and expected access to external funding,
resulting accelerating production declines after 2023.

An EV multiple of 3.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV. The choice of this multiple
considered the following factors:

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

- The multiple reflects the BlackBrush's relatively low working
interest in their core Karnes county position and difficulty
developing its asset base considering the company's limited
liquidity and the prospective nature of much of its non-core
acreage;

- Fitch's waterfall analysis results in a recovery rating of
'CCC+'/'RR4' for the 2025 term loan.

Liquidation Approach

The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.

Fitch considers valuations such as SEC PV-10 and M&A transactions
for each basin including multiples for production per flowing
barrel, proved reserves valuation, value per acre and value per
drilling location.

RATING SENSITIVITIES

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

- Average production trending toward 20 Mboepd on a sustained
basis;

- Reduced refinancing and liquidity risk;

- Mid-cycle EBITDA Leverage sustained below 3.0x.

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

- Erosion of liquidity resulting in operating EBITDA/interest
coverage below 1.5x;

- Below-maintenance investment that heightens refinancing and
liquidity risk.

LIQUIDITY AND DEBT STRUCTURE

Liquidity: BlackBrush does not have access to a revolving credit
facility, and utilizes cash on hand ($49 million 3Q22) as its
primary source of liquidity. The company also explores and sources
other financing means to support development such as the 2024 term
loan issued in 1Q22. Cyclically high commodity prices and increased
production have increased cash flows and improved liquidity.
However, a reduction in commodity prices and/or declining
production have the potential to stress the liquidity profile.

Debt Structure: BlackBrush's debt consists of a first-lien term
loan due 2024 (6.00%) with an outstanding amount of $23.5 million
($35 million issued); a first-lien term loan due 2025 (L+500, 2%
PIK) of approximately $78.2 million, inclusive of accumulated PIK
interest, and a $225 million, of preferred equity with a mandatory
redemption in 2026 (1% PIK). The PIK interest features on both debt
instruments reduce the company's total cash interest payment
requirements to less than $5 million annually.

ISSUER PROFILE

BlackBrush is a small (~11Mboepd FY 2022), privately-owned
independent oil & gas E&P company headquartered in San Antonio
Texas that focuses on the development of approximately 255,000
gross acres in the Texas and central Louisiana Eagle Ford and
Austin Chalk formations.

ESG CONSIDERATIONS

BlackBrush has an ESG Relevance Score of '4' for energy management
that reflects the company's cost competitiveness and financial and
operational flexibility due to scale, business mix, and
diversification. This factor has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
BBOG Holdings LLC   LT IDR CCC+  Affirmed              CCC+

BlackBrush Oil &
Gas, L.P.           LT IDR CCC+  Affirmed              CCC+

   senior secured   LT     CCC+  Affirmed    RR4       CCC+


BETTER 4 YOU: CRG Financial Appointed as New Committee Member
-------------------------------------------------------------
The U.S. Trustee for Region 16 appointed CRG Financial, LLC as new
member of the official committee of unsecured creditors in the
Chapter 11 case of Better 4 You Breakfast, Inc.

As of Dec. 6, the members of the committee are:

     1. Rockview Dairies, Inc.
        7011 Stewart & Gray Road
        Downey, CA 90241
        Phone: (562) 927-5511 x 1114
        Email: lukeg@rockviewfarms.com

        Represented by:
        Richard Price
        1235 N. Harbor Blvd., Suite 200
        Fullerton, CA 92832
        Phone: (714) 871-1132
        Email: rspriceii@aol.com

     2. Global Food Solutions, Inc.
        159 Adams Ave.
        Hauppauge, NY 11788
        Phone: (631) 332-7754
        Email: mikelevine@globalfoodsolutions.co

     3. Veronica Ortiz
        c/o Lavi and Ebrahimian, LLP
        8889 W. Olympic Blvd., Suite 200
        Beverly Hills, CA 90211
        Phone: (310) 432-0000
        Email: jlavi@lelawfirm.com

        Represented by:
        Lavi and Ebrahimian, LLP
        8889 W. Olympic Blvd., Suite 200
        Beverly Hills, CA 90211
        Phone: (310) 432-0000
        Email: jlavi@lelawfirm.com

     4. Spectra 360, Inc.
        33 Arch Street
        Boston, MA 02110
        Phone: 866-736-0360
        Email: abergen@spectra360.com

        Represented by:
        Mark Romeo
        Law Offices of Mark J. Romeo
        601 Montgomery St., Suite 400
        San Francisco, CA 9411
        Phone: (415) 395-9315
        Email: mark@markromeolaw.com

     5. Pueblo Trading Co., Inc.
        P.O. Box 11508
        Newport Beach, CA 92658
        Phone: 949-640-6499
        Email: gerry@pueblotradingco.com

     6. CRG Financial, LLC
        c/o Jeffrey Kaplan
        4 Herbert Ave., Bldg. B, Suite 202
        Closter, NJ 07624
        Phone: 201-266-6988
        Email: jkaplan@crgfinancial.com

                   About Better 4 You Breakfast

Better 4 You Breakfast, Inc. is a school meal vendor based in Los
Angeles, Calif.

Better 4 You Breakfast sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10994) on Feb. 24,
2022, listing as much as $50 million in both assets and
liabilities. Fernando Castillo, president, signed the petition.

Judge Sheri Bluebond oversees the case.

The Debtor tapped Daniel A. Tilem, Esq., at the Law Offices of
David A. Tilem as bankruptcy counsel; Felahy Employment Lawyers,
APC and Steptoe & Johnson, LLP as special counsels; and Stout
Capital, LLC as investment banker. James Wong, a principal at
Armory Consulting Co., serve as the Debtor's chief restructuring
officer.

The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on April 18, 2022. Brinkman Law Group, PC and
Province, LLC serve as the committee's legal counsel and financial
advisor, respectively.


BITNILE HOLDINGS: Has Revenue Guidance of More Than $200M for 2023
------------------------------------------------------------------
BitNile Holdings, Inc. announced revenue guidance for 2023 of more
than $200 million, including anticipated revenue from the recently
announced agreement to purchase assets of Circle 8 Crane Services,
but excluding revenue from Imperalis Holding Corp. (to be renamed
TurnOnGreen, Inc.) and Giga-tronics Incorporated, both of which
have been announced as future spin-offs from the Company.

The Company notes that all estimates and other projections are
subject to a number of factors that could result in decreased
revenue for fiscal 2023, including, but in no way not limited to:
(i) the unforeseen delays in delivery and installation of Bitcoin
miners, (ii) the volatility in, and downward pressure on, Bitcoin's
market price, (iii) the increase in the mining difficulty level,
(iv) whether the Company will close the acquisition of Circle 8,
(v) revenues and profits generated by its wholly owned subsidiary
Ault Lending, LLC, (vi) the Company's operations in the oil and gas
industry and the potential continuation of falling crude oil
prices, and (vii) a significant number of other factors that could
adversely impact the results of production or operations.

Milton "Todd" Ault, III, the Company's executive chairman, stated,
"We have made substantial investments in our data center, mining
operations and other business segments, which we believe will all
contribute to the expected top line growth for 2023.  We believe
revenues from the Singing Machine Company, our hotel operations and
the crane company, if acquired, will add stability to our gross
margins in the future.  We expect our capital expenditures to
decrease given the last three years of heavy investment.  As I have
said before, we are focused more than ever on enhancing stockholder
value and continuing to improve our financial results under
difficult conditions in the marketplace."

                       About BitNile Holdings

BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) -- www.BitNile.com -- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies with a global impact.  Through its wholly and
majority-owned subsidiaries and strategic investments, the Company
owns and operates a data center at which it mines Bitcoin and
provides mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial, automotive,
telecommunications, medical/biopharma, and textiles. In addition,
the Company extends credit to select entrepreneurial businesses
through a licensed lending subsidiary.  BitNile's headquarters are
located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas,
NV.

BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018.  As of June 30, 2022, the Company had $596.27 million in
total assets, $133.98 million in total liabilities, $116.89 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $345.40 million in total stockholders' equity.


BITTER CREEK: Court OKs Deal on Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Abilene Division, authorized  Bitter Creek Water Supply Corporation
to use approximately $72,535 of cash collateral on an interim basis
in accordance with its agreement with the Texas Water Development
Board.

The Debtor requires the use of cash collateral to continue to
operate in the ordinary course of business and to pay normal
operating expenses.

On May 17, 2013, the Debtor entered into a Loan Agreement and
Promissory Note with the TWDB. Both the First Loan Agreement and
the Promissory Note have been amended from time to time and are
identified as TWDB Loan Numbers L1000150 and L1000176 between the
Debtor and the Secured Creditor.

On February 21, 2014, the Debtor entered into another Loan
Agreement and Promissory Note with TWDB. Both the Second Loan
Agreement and the Promissory Note have been amended from time to
time and are identified as TWDB Loan Number L1000175 between the
Debtor and the Secured Creditor.

Pursuant to the First Loan Documents, the Secured Creditor funded
an initial principal amount of $6 million, consisting of $5.3
million under TWDB Loan No. L1000150 and $700,000 under TWDB Loan
No. L1000176. An additional principal amount of $1.5 million, was
funded under TWDB Loan No. L1000175, in accordance with the Second
Loan Documents.

As of the Petition Date, the Debtor was liable to the Secured
Creditor pursuant to the Loan Documents (i) in an aggregate
principal amount of not less than $6.593 million, and (ii) accrued
and unpaid interest, fees, expenses, and other costs and
obligations due under the Loan Agreement.

As adequate protection for TWDB's interest in the cash collateral,
the Debtor will provide the Secured Creditor with monthly payments
in an amount equal to interest accruing at the contract rate on the
principal balance of all loan obligations owed to the TWDB accruing
in the postpetition portion of the prior month, and on the same
schedule set forth in, the Loan Agreement as if the bankruptcy case
had not commenced through the effective date of the a confirmed
plan.

As additional adequate protection for the Debtor's use of cash
collateral, the Secured Creditor is granted, effective as of the
Petition Date, valid, binding, enforceable, and automatically
perfected liens co-extensive with the Prepetition Liens, in all
currently owned or hereafter acquired property and assets of the
Debtor.

Further, and only to the extent the foregoing will be insufficient
to adequately protect the Secured Creditor's interest in the
Prepetition Collateral, the Secured Creditor will have a
super-priority claim under Section 507(b) in the amount of any
diminution in the value of the Secured Creditor's interest in the
Prepetition Collateral as of the Petition Date.

The Debtor will also maintain reasonable and sufficient insurance
throughout the Debtor's bankruptcy case unless otherwise ordered by
the Court.

These events constitute an "Event of Default:"

     a. Seven calendar-days following the Secured Creditor's
delivery of a notice (either written or via e-mail) of a breach by
the Debtor of any obligations under the Order, which breach remains
uncured at the end of such notice period;

     b. Conversion of the Debtor's chapter 11 case to a case under
chapter 7 of the Bankruptcy Code;

     c. The appointment of a chapter 11 trustee under the
Bankruptcy Code, not including the Subchapter V Trustee;

     d. The entry of any order modifying, reversing, revoking,
staying, rescinding, vacating, or amending the Order without the
express prior written consent of the Secured Creditor (and no such
consent shall be implied from any action, inaction, course of
conduct or acquiescence by the Secured Creditor); or

     e. The lifting of the automatic stay for any other party other
than the Secured Creditor that authorizes such party to proceed
against the Prepetition Collateral, or entry of a final order by
the bankruptcy court authorizing any party to foreclose or
otherwise enforce any lien or other right such other party may have
in and to any part of the Prepetition Collateral.

The final hearing on the matter is set for December 14, 2022 at
1:30 p.m.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3Fcb9aB from PacerMonitor.com.

The budget provides for, total operating expenses, on a monthly
basis as follows:

     $51,856 for December 2022;
     $58,933 for January 2023; and
     $58,933 for February 2023.

           About Bitter Creek Water Supply Corporation

Bitter Creek Water Supply Corporation is water supplier in
Sweetwater, Texas. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-10137) on
November 21, 2022. In the petition signed by Jeff Posey, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.

Lynn Hamilton Butler, Esq., at Husch Blackwell LLP, is the Debtor's
counsel.



BLUE RACER: Fitch Affirms LongTerm IDR at 'B+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Blue Racer Midstream, LLC's Long-Term
Issuer Default Rating (IDR) at 'B+' and $750 million senior secured
revolving credit facility at 'BB+'/'RR1'. In addition, Fitch has
affirmed Blue Racer's senior unsecured notes at 'BB-'/'RR3'. The
Rating Outlook is Stable.

The ratings benefit from the strategic location of Blue Racer's
midstream assets within the Appalachian Basin, the company's
dividend policy focused on a leverage reduction, and improved
credit quality of its top exploration and production producers.
Blue Racer's ratings are limited by the size and scale of its
system.

KEY RATING DRIVERS

Counterparty Exposure Continued Improvement: The ratings recognize
that Blue Racer is exposed to lower rated or unrated
counterparties, with more than 80% of projected 2022 revenue from
'B' category or unrated producers. At the same time, the credit
quality of the E&P producers has further improved versus last
year.

Southwestern Energy Co (SWN; BB+/Positive), which Fitch upgraded
and assigned a Positive Outlook earlier this year, adds 11% of
revenues in 2022. Tug Hill, one of the previously non-rated
producers, which accounts for 8% of revenue, is being acquired by
EQT Corp. (BBB-/Stable). Most revenues are from dedicated acreage
contracts that provide a fixed fee but are subject to volume risk.
As such, counterparty and volumetric risks are overriding
concerns.

Volumetric Risks: Blue Racer's ratings reflect its exposure to
volumetric risks associated with the domestic production and demand
for natural gas and natural gas liquids (NGLs). Commodity prices
have improved significantly in the second half of 2021 and
continued growing throughout most of 2022. At the same time, the
largest producers in Blue Racer's footprint have been focused on
capital conservation, positive free cash flow generation and
leverage reduction for most of 2021 and 2022. This has resulted in
delayed investments in production growth in 2022. Blue Racer's
gathering and processing volumes have been weaker in 2022 compared
to the original 2022 guidance driven by a delay in the new well
connections.

Fitch now expects a return to volume growth at the end of 2022 or
early 2023, several months later than Fitch's previous
expectations. Recent permit and rig activity increase supports
growth projections. A new Tug Hill acreage dedication and Williams
Companies, LLC (Williams; BBB/Stable) gathering and processing
agreement are expected to be primary drivers of the volume growth
in the near term. Fitch projects that by the end of 2023 close to
85% of the processing capacity would be filled up compared to
around 65% currently.

Leverage Moderating: Blue Racer's credit metrics are sound in the
context of single-region gathering and processing companies rated
by Fitch. EBITDA leverage in 2021 was 4.3x, but is projected to
increase modestly to around 4.6x in 2022 as volume growth supported
by a stronger commodity environment is not expected until the end
of 2022 or early 2023.

Fitch estimates that Blue Racer's EBITDA leverage will fall below
4.0x at the end of 2023, which is almost a year later than
previously assumed. The leverage is projected to remain below the
4.0x trigger through 2024, and consequently, Fitch expects the
dividend distributions to increase in 2024. Leverage is projected
to increase above 4.0x in 2025 assuming a moderation in the
commodity markets in line with Fitch's commodity forecast.

Capital spending ramped up in 2022 compared to depressed 2021
levels, and should modestly increase in 2023, but is not projected
to return to historic levels over the forecast period. Blue Racer's
system is largely constructed and operational, while overall
capacity take-away constraints from the region limit any additional
material system growth.

Limited Scale and Scope: Blue Racer's ratings recognize the limited
scale and scope of the Appalachian basin focused gathering and
processing company. Fitch views small scale, single-basin focused
midstream service providers with high geographic, customer and
business line concentration as consistent with 'B' category. Given
the size and operations, Blue Racer could be exposed to
concentration risk and outsized event risk should there be another
downturn in commodity production from the Appalachian region or a
significant operating or production event with one of its major
counterparties.

The ratings favorably reflect that the assets are located within
some of the lowest break-even cost gas production regions in the
Appalachian Basin and should return to growth in the intermediate
term.

No Near-term Refinancing Risk: Repayment of the outstanding
November 2022 notes and the revolver extension to 2025 completed in
2021 removed near-term refinancing risk. Currently there are no
maturities until late 2025. In April 2021, the company amended and
extended its credit revolving facility, reducing it from $1 billion
to $750 million and extending it for another three years until
April 2025. Most of the Blue Racer's debt is fixed rate, which
limits exposure to higher interest rates.

Sponsor Support: Williams purchased 41% of Caiman's interest in
November 2020, increasing its share in Blue Racer to 50% from the
original 29% interest, through its stake in Caiman. Fitch believes
the acquisition provides opportunities to improve the utilization
of Blue Racer's assets. Earlier this year, Blue Racer and Williams
announced plans to develop an interconnect allowing for volumes to
overflow from the Williams Ohio Valley Midstream system to the Blue
Racer system. The interconnect is expected to be completed by the
end of December. The contract adds up to 175 Mmcf/day of capacity,
while direct capex is zero. The agreement contains a demand charge
processing fee.

DERIVATION SUMMARY

Blue Racer's peers are smaller, single-basin gas focused gathering
and processing companies. Relative to somewhat smaller Medallion
Gathering & Processing, LLC (B+/Stable), a Permian-focused name
with gas producers, Blue Racer's leverage metrics are similar, as
Fitch expects Medallion's EBITDA leverage, to decline to around
4.5x in 2022. For Blue Racer, Fitch forecasts EBITDA leverage in
2022 of around 4.6x as volume growth supported by a stronger
commodity environment is not expected until early 2023, which
should result in lower leverage beyond 2022.

From a counterparty exposure, Fitch believes Medallion has slightly
less risk. Medallion has a mix of investment-grade and small
high-yield counterparties, with Fitch expecting the majority of
Blue Racer's 2023 production to come from high-yield credit quality
producers.

KEY ASSUMPTIONS

-- A Fitch price deck of Henry Hub natural gas prices of $5/mcf in
2023, $4/mcf if 2024 and $3/mcf in 2025;

-- Assume volumes improve in 2023-2025 vs 2021-2022 levels;

-- Capital spending averaging $100 million during the forecast;

-- Cash Available for Distribution (CAFD) paid out to owners under
the current dividend policy that reflects the bond covenants under
the 2025 Senior Notes and limit dividend to $98 million if leverage
is higher than 4.0x;

-- Base interest rate applicable to the revolving credit facility
reflects the Fitch Global Economic Outlook, e.g., 5% for 2023 and
3.5% for 2024;

For the Recovery Rating, Fitch utilized a going-concern (GC)
approach with a 6x EBITDA multiple which approximates the multiple
seen in recent reorganizations in the energy sector. There have
been a limited number of bankruptcies and reorganizations within
the midstream space, but bankruptcies at Azure Midstream and
Southcross Holdco had multiples between 5x and 7x by Fitch's best
estimates.

In its recent Bankruptcy Case Study Report, "Energy, Power and
Commodities Bankruptcies Enterprise Value and Creditor Recoveries",
published in Sept. 2022. The median enterprise valuation exit
multiple for the 51 energy cases with sufficient data to estimate
was 5.3x, with a wide range of multiples observed. Recovery
analysis assumes a default driven by Blue Racer's inability to
refinance the revolver at maturity in April 2025 due to very
depressed commodity price environment. The going concern EBITDA is
estimated around $250 million (similar to the previous recovery
analysis) and is less than 2022 EBITDA given the assumed
post-bankruptcy scenario where contract renewal rate and throughput
volumes would be less favorable. Fitch calculated administrative
claims to be 10%, which is a standard assumption.

RATING SENSITIVITIES

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

- Improvement to the credit profile of, or increased
diversification to, Blue Racer's counterparty credit profile with
leverage, as measured by EBITDA leverage, maintained below 4.0x on
a sustained basis.

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

- EBITDA leverage at or above 5.5x on a sustained basis.

- EBITDA Interest coverage ratio below 2.0x.

- A significant customer filing for, or appears to be approaching,
bankruptcy.

- A sustained moderation or decline in volumes expected across Blue
Racer's system.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: Blue Racer's liquidity is supported by its $750
million first-lien secured revolver, which had $345 million drawn
as of Sept. 30, 2022. The revolver maturity is April 2025. Fitch
expects growth capital spending will be funded with borrowings
under the revolving credit facility or retained cash. Under the
indentures of the senior notes issued in December 2020, Blue Racer
is restricted from making cash distributions to its owners other
than permitted tax distributions and distributions not to exceed
the greater of 50% of net income or $98.0 million in any one
calendar year, plus an additional $25 million in the aggregate
since Dec. 23, 2020 until consolidated leverage ratio is less than
or equal to 4.0x.

If Blue Racer's total leverage is less than or equal to 4.0x, the
board has discretion to distribute up to the full amount of the
cash available. Cash available for distribution is defined as cash
EBITDA less maintenance capex less debt service.

Blue Racer is required to maintain a consolidated total leverage
ratio, as defined in the credit agreement, not to exceed 5.5x and
consolidated secured debt/EBITDA not to exceed 3.0x. The
consolidated total leverage has a step-down provision to 5.0x
starting as of March 31, 2023. Blue Racer's leverage, as of Sept.
30, 2022, on an LTM basis, was 4.6x.

Additionally, Blue Racer is required to maintain a consolidated
interest coverage ratio of no less than 2.5x. Blue Racer complied
with these covenants as of Sept. 30, 2022, and Fitch expects that
Blue Racer will remain in compliance with these covenants over the
forecast period.

ISSUER PROFILE

Blue Racer is a joint venture formed to acquire, own, develop and
operate natural gas gathering, treating, compression, processing,
and transmission assets in the Appalachian area of West Virginia
and Ohio. The primary focus is in the Utica shale and a smaller
portion in the Marcellus Shale.

ESG CONSIDERATIONS

Blue Racer's ESG Relevance Score for Group Structure has been
revised to a '3' from a '4'. Blue Racer operates under a somewhat
more complex group structure, with private equity ownership.
Timeliness and transparency in financial and other disclosures have
resulted in the revision of the relevance score. This factor no
longer has an impact on ratings.

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
   -----------              ------          --------   -----
Blue Racer Midstream, LLC

                      LT IDR B+   Affirmed                B+

   senior secured     LT     BB+  Affirmed     RR1       BB+

   senior unsecured   LT     BB-  Affirmed     RR3       BB-

Blue Racer Finance Corp.
  
   senior unsecured   LT     BB-  Affirmed     RR3       BB-


BOMBARDIER RECREATIONAL: Moody's Rates New $400MM Term Loan 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Bombardier
Recreational Products Inc.'s ("BRP") proposed $400 million senior
secured term loan due 2029. The company's Ba2 corporate family
rating, Ba2-PD probability of default rating, Baa2 rating on the
first lien senior secured revolver, Ba2 rating on the senior
secured term loan B and SGL-1 speculative grade liquidity rating
remains unchanged. The outlook is stable.

The proposed $400 million issuance is leverage neutral with
pro-forma debt/EBITDA expected to remain around 2.1x because the
proceeds are expected to be used to repay the $100 million term
loan B due 2024 and the drawn balance under BRP's revolving credit
facility standing at C$363 million ($270 million) as of October 31,
2022. In addition, it strengthens BRP's liquidity by extending its
maturity profile and aiming to restore the full C$1.5 billion
availability on its revolving credit facility.

The Ba2 rating assigned to the $100 million term loan B due 2024 is
expected to be withdrawn once fully repaid.

Assignments:

Issuer: Bombardier Recreational Products Inc.

Senior Secured Term Loan, Assigned Ba2 (LGD4)

LGD Adjustments:

Issuer: Bombardier Recreational Products Inc.

LGD Senior Secured Bank Credit Facility, Adjusted
to (LGD1) from (LGD2)

RATINGS RATIONALE

BRP's rating benefits from: (1) Moody's expectations that leverage
(debt/EBITDA) will remain around 2x to 2.5x for the next 12 to 18
months supported by strong pre-season orders and restocking at
dealerships and can absorb around a 30% EBITDA decline from C$1.6
billion (LTM Q3 2023) before leverage would exceed 3x; (2) good
market positions in snowmobiles, personal watercraft, all-terrain
vehicles and side-by-side vehicles, defended with a diversified
product profile and well recognized global brands; (3) demonstrated
ability to successfully launch new products; and (4) very good
liquidity.

However, the rating is constrained by: (1) the company's focus on
high-priced, discretionary products whose demand can decline in
difficult economic conditions; specifically in the current
environment of high inflation and increasing interest rates that
will erode consumers disposal incomes; (2) potential that product
sales have been brought forward during the pandemic and will soften
once dealership inventory levels return closer to normalized
historical levels; (3) long order lead times given supply chain
delays on input components; and (4) leveraging risk potential with
private ownership voting control of 87.5%.

BRP has very good liquidity (SGL-1). Pro forma for the $400 million
TLB issuance sources total around C$1.7 billion compared to about
C$20 million of cash usage from term loan amortization over the
next 12 months to December 2023. BRP's liquidity will be supported
by pro forma cash of around C$80 million, full availability under
its C$1.5 billion revolver due May 2026, and Moody's expectation of
free cash flow of around C$150 million in the next four quarters to
December 2023. BRP's revolver is subject to a minimum fixed charge
ratio covenant at 1.1x if its revolver availability falls below a
certain threshold. Moody's does not expect this covenant to be
applicable in the next four quarters, but there would be good
buffer for the covenant should it become applicable. BRP has
limited flexibility to boost liquidity from asset sales.

The proposed $400 million term loan due 2029 has the same rating as
the Ba2 CFR and benefits from the same security and guarantee
package as the current $1.6 billion term loans. BRP's debt
obligations include a Baa2-rated C$1.5 billion revolving credit
facility due May 2026 and a Ba2-rated $1.6 billion term loans due
June 2024 ($100 million) and May 2027 ($1.5 billion). All the debt
obligations benefit from guarantees of existing and future
subsidiaries. The revolver has a first lien priority interest on
inventory and accounts receivable and a second priority lien on the
remaining assets. The term loans, which comprises most of the debt
capital, has the reciprocal security package and is ranked below
the revolver.

The stable outlook reflects Moody's expectation that BRP will be
able to navigate the operating challenges and maintain its good
operating performance, liquidity and credit metrics over the next
12-18 months.

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

The ratings could be upgraded if BRP is able to diversify its
business away from the volatile powersports segment such that cash
flow is less cyclical; maintain at least good liquidity and
sustains adjusted debt/EBITDA well below 2.0x.

The ratings could be downgraded if BRP's operating results
deteriorates such that leverage is sustained above 3x, or if there
is significant deterioration of its liquidity position, possibly
due to negative free cash flow generation.

Bombardier Recreational Products Inc., headquartered in Valcourt,
Quebec, Canada, is a global manufacturer and distributor of
powersports vehicles and marine products. BRP is publicly traded
and 87.5% of the votes are controlled by Beaudier Group (owned by
the Bombardier and Beaudoin families), Bain Capital and Caisse de
Depot et Placement du Quebec.

The principal methodology used in this rating was Consumer Durables
published in September 2021.


BRAZOS PRESBYTERIAN: Fitch Puts 'BB+' IDR on Rating Watch Evolving
------------------------------------------------------------------
Fitch Ratings has placed the 'BB+' Issuer Default Rating (IDR) and
revenue rating on $101 million outstanding series 2013A&B and
series 2016 revenue bonds issued by Harris County Cultural
Education Facilities Finance Corporation on behalf of Brazos
Presbyterian Homes (Brazos) on Rating Watch Evolving.

   Entity/Debt                   Rating                 Prior
   -----------                   ------                 -----
Brazos Presbyterian
Homes, Inc. (TX)          LT IDR  BB+  Rating Watch On    BB+

Brazos Presbyterian
Homes, Inc. (TX) /
General Revenues/1 LT     LT      BB+  Rating Watch On     BB+

SECURITY

The bonds are secured by a gross revenue pledge, mortgage pledge
and debt service reserve fund.

ANALYTICAL CONCLUSION

Fitch has placed Brazos on Rating Watch Evolving following the
announcement that management plans to add Longhorn Village, a
non-obligated affiliate, into the Obligated Group.

If the merger of the communities is consummated, Fitch believes
there is upside potential for Brazos' revenue defensibility. On its
own, Brazos has experienced depressed ILU demand in a highly
competitive service area which underscored the rating downgrade to
'BB+' on July 6, 2022. Adding Longhorn Village could strengthen
overall ILU occupancy while adding some geographic diversification.
However, Longhorn Village's leveraged financial profile is expected
to dilute Brazos' cash to adjusted debt. With cash to adjusted debt
of approximately 30%for Longhorn Village on Sept. 30, 2022 compared
to Brazos' cash to adjusted debt levels historically above 60%.

Longhorn Village is planning a 48 ILU expansion project that is
100% presold. Bank financing is expected in early 2023 with most of
the associated debt to be repaid with initial entrance fees. The
Uptown Oaks expansion project on the Hallmark campus has been
delayed. It is unclear if or when the project may commence.

Management anticipates the proposed combination of the obligated
groups will occur before the end of 2022. Fitch will take rating
action at the appropriate time as the process unfolds and as
information regarding the expansion projects along with associated
debt transactions becomes available.

Fitch does not rate Longhorn Village.

KEY RATING DRIVERS

Revenue Defensibility: 'bb'

Operating Risk: 'bbb'

Financial Profile: 'bb'

RATING SENSITIVITIES

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

Resolution of the Rating Watch will be tied to the completion of
bringing Longhorn Village into the Obligated Group and resolution
of the planned expansion projects on Longhorn Village and
Hallmark's campuses.

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

Resolution of the Rating Watch will be tied to the completion of
bringing Longhorn Village into the Obligated Group and resolution
of the planned expansion projects on Longhorn Village and
Hallmark's campuses.

CREDIT PROFILE

Brazos is a life plan community that owns two communities, Brazos
Towers at Bayou Manor (Brazos Towers) and the Hallmark, located in
Houston, TX. Brazos has operated these communities since 1963 and
1972, respectively. Brazos Towers currently has 178 ILUs (84 added
since March 2016), 25 assisted living units (ALUs), eight memory
support units, and 37 licensed skilled nursing (SNF) beds. The
Hallmark has 125 ILUs, 12 ALUs, 10 memory support units and a
32-bed SNF. Brazos had $34 million in operating revenue in 2021
(Dec. 31 YE).

Asymmetric Additional Risk Considerations

No asymmetric risk considerations were relevant to the rating
determination.

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.


BUCKINGHAM HEIGHTS: Says Plan Filed in Good Faith, Confirmable
--------------------------------------------------------------
Debtor Buckingham Heights Business Park responded to ground lessor
Buckingham Heights Lease LLC's objection to approval of the
Disclosure Statement.

The Debtor received only one objection to the adequacy of the
disclosures in its Disclosure Statement, predictably from the
Ground Lessor who not only is not entitled to vote under the
Debtor's Plan but also plainly knows much more about the Debtor's
business than any other party in the case save for the Debtor.  The
Ground Lessor's objection is a "patently unconfirmable" objection
in which it argues that the Court should not approve the Disclosure
Statement because the underlying Plan is unconfirmable. That is
clearly not the case here.  The Plan is a good faith effort by the
Debtor to resolve what has been an intractable problem – the
cloud caused by the defaults asserted by the Ground Lessor, devoid
of any detail, which hampered the Debtor's operations prebankruptcy
and hampered the Debtor's sale effort in bankruptcy.  Indeed, the
Debtor's negotiations with AAA Management, a potential stalking
horse under a signed LOI, fell through in September after the
Ground Lessor refused to even meet with AAA until after a purchase
agreement was signed.

Notably, the Ground Lessor objects to a plan that would pay its
claim in full and cure all defaults, if any, subject to
determination by this Court, under the Ground Lease. The Ground
Lessor does so because it does not care about the Ground Lease,
except insofar as it can weaponize it. In about 2018, Ground Lessor
made a low-ball offer to purchase the Debtor's interest in the
Ground Lease so Ground Lessor would own all interests in the
Property.  When the Debtor turned down the offer, Ground Lessor
commenced a campaign to harass the Debtor and attempt to create a
default and forfeiture under the Ground Lease.  For the past four
years, the Ground Lessor has (1) attempted to manufacture alleged
defaults under the Ground Lease, and (2) sued the Debtor for breach
of contract and to terminate the Ground Lease based on the alleged
defaults, all in an effort to kick the Debtor out of a property
that the Debtor developed, built, and operated for over 40 years.

The Ground Lessor is taking this aggressive approach because there
still is a long term left under the Ground Lease (with extensions,
the term runs until November 2050), and the Ground Lessor simply
does not want to wait that long to get its hands on the Property.
Further to its efforts to sink this reorganization and terminate
the Ground Lease, the Ground Lessor has delayed answering
interrogatories that seek the details, bases and dollar amount of
its claim that the Debtor is in breach of the Ground Lease for
failure to make repairs. The Ground Lessor's delay has forced the
Debtor to file two motions to compel that went to hearings. Both
the Debtor and the Court need this information to litigate and
resolve the Ground Lessor Claim. Ground Lessor knows that
resolution of its claim is essential to the Debtor's assumption of
the Ground Lease and consummation of a plan of reorganization. The
Ground Lessor knows that delay harms the Debtor.

The Ground Lessor's objections are not disclosure objections. If
the Court considers them at all, it should only be at the Plan
confirmation stage. If the Court determines to consider them now,
they should be rejected.

The Debtor in the Post-Confirmation Sale Procedures is not
attempting to assume the Ground Lease on the Confirmation Date and
later assign it on the Effective Date. Instead, the Debtor has
proposed a plan that may not go effective for up to two years after
confirmation so that it can litigate the Claim Objection to
finality and then market its interest in the Property with both a
Claim Objection order and a confirmation order in hand that sets
forth clear procedures under which the Debtor's interest in the
Property may be sold. In other words, if the Debtor determines, in
its business judgment, to sell its leasehold interest, it would
both assume and assign the Ground Lease on the Effective Date.
Based on its experience in the case to date, the Debtor believes
that this delayed Effective Date procedure is appropriate and
necessary in order for the Debtor to be able to sell its interest
free of the Ground Lessor's interference.

The Debtor also does not seek to violate the cum onere rule through
the provisions in the Plan that create a mechanism in the Debtor's
partnership agreement to purchase equipment and lease it to the
Debtor. This provision merely takes advantage of existing
provisions currently in the Ground Lease as written. Nothing in
these provisions in any way modifies the Ground Lease. Further,
selling notwithstanding the Ground Lessor's consent right in the
Ground Lease is both expressly authorized under Bankruptcy Code
section 365(f)(1) and also necessary under the facts here, given
the Ground Lessor's long history of unreasonable behavior and
interference.

The Ground Lessor Claim is properly classified in its own class,
and not as an administrative claim, because it does not become an
administrative claim until the Debtor affirmatively assumes the
Ground Lease. Further, the Debtor justifiably proposes separate
treatment of the Ground Lessor Claim given its importance in the
case, its disputed nature, and the differing rights the Ground
Lessor has as compared to other general unsecured creditors.

The Ground Lessor, the Debtor points out, complains about the
up-to-two-year Post-Confirmation Sale period as an end run around
exclusivity, but it is not.  It is merely an effort by the Debtor
to propose a practical solution to the Ground Lessor's attempts at
manufacturing a forfeiture, and one which is based on the Debtor's
experience in this case. During the proposed up-to-two-year period,
the Debtor would continue to operate under the quiet enjoyment
provision of the Ground Lease and remain current on all of its
obligations under the Ground Lease, including payment of rent. The
Debtor simply needs the post-confirmation period to explore the
market with (a) a plan in hand that outlines a sale process and (b)
complete resolution of the Claim Objection litigation in order to
effectively consummate a sale of its leasehold interest.

The Ground Lessor is not at all prejudiced by this two-year period
and has no cause for complaint. In addition to the Debtor's
commitment to remain current on all of its obligations under the
Ground Lease, the Court should consider the terms of the Ground
Lease as a whole. The Ground Lease has been in effect for 42 years
already, and with extensions will be in effect for 28 more. In
fact, the Debtor originally held a fee simple interest in the real
property underlying the Property but sold it to Teachers Insurance
and Annuity Association of America via a sale-leaseback transaction
at a time when interest rates ranged between 16-20%. After a series
of transfers, the Ground Lessor now is the lessor under the Ground
Lease.

According to the Debtor, the other objections stated by the Ground
Lessor are similarly without merit and should be rejected. In
certain instances, the Debtor has proposed minor clarifying
amendments to the Plan and Disclosure Statement, attached hereto as
Exhibits A and B, to address certain provisions of the Plan that
the Ground Lessor appears to misunderstand.

Attorneys for the Debtor:

     Paul S. Malingagio, Esq.
     Alan M. Feld, Esq.
     Shadi Farzan, Esq.
     Alexandria G. Lattner, Esq.
     SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
     333 South Hope Street, 43rd Floor
     Los Angeles, CA 90071
     Telephone: (213) 620-1780
     Facsimile: (213) 620-1398
     E-mail: pmalingagio@sheppardmullin.com
             afeld@sheppardmullin.com
             sfarzan@sheppardmullin.com
             alattner@sheppardmullin.com

          - and -

     Michael M. Lauter, Esq.
     Jeannie Kim, Esq.
     Four Embarcadero Center, 17th Floor
     San Francisco, CA 94111-4109
     Telephone: (415) 434-9100
     Facsimile: (415) 434-3947
     E-mail: mlauter@sheppardmullin.com
             jekim@sheppardmullin.com

               About Buckingham Heights Business Park

Culver City, Calif.-based Buckingham Heights Business Park (a
California Limited Partnership) filed a petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 21-17060) on Sept. 8, 2021,
listing up to $50 million in assets and up to $500,000 in
liabilities. Judge Sheri Bluebond oversees the case.

Sheppard, Mullin, Richter & Hampton, LLP and KB&T Tax & Consulting,
Inc. serve as the Debtor's legal counsel and accountant,
respectively.


CC HILLCREST: Seeks to Hire Examiner to Monitor Mesquite Property
-----------------------------------------------------------------
CC Hillcrest, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ a third-party examiner who
will monitor the status of repairs at its apartment complex in the
City of Mesquite, Texas.

The Debtor and the City of Mesquite have recently tapped Jim
Cunningham as examiner as part of their settlement agreement, which
resolves the case (Cause Number DC-22-01764) filed by the city
against the Debtor and several others for alleged code enforcement
violations.

Mr. Cunningham has served as trustee for several apartment and
condominium complexes and in that role overseen code violation
issues in those cases.

The examiner will be paid an hourly fee of $350 for his services.

As disclosed in court filings, Mr. Cunningham is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.

                        About CC Hillcrest

CC Hillcrest, LLC operates an apartment complex in Mesquite, Texas.


CC Hillcrest sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31362) on July 29,
2022. In the petition signed by its manager, Jared Remington, the
Debtor disclosed up to $50 million in both assets and liabilities.

Judge Scott W. Everett oversees the case.

Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel.


CHART INDUSTRIES: Moody's Assigns B1 CFR Amid Granite Transaction
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Chart Industries,
Inc. ("Chart" NYSE: GTLS) following the company's announcement that
it intends on acquiring Granite US Holdings Corporation (dba
"Howden", B2 stable). Ratings assigned include a B1 corporate
family rating, Ba3 senior secured bank facility rating, Ba3 senior
secured note rating and B3 senior unsecured note rating. At the
same time Moody's assigned a speculative grade liquidity rating of
SGL-3. The rating outlook is stable. Ratings are subject to review
of documentation. Howden's ratings are unchanged and will be
withdrawn when its debt is repaid when the transaction closes.

"The assignment of a B1 corporate family rating reflects Chart's
high pro forma leverage of about 7.8x at September 30, 2022
(excluding synergies, or 5.9x with synergies) and integration risks
as the company more than doubles its size in terms of revenue and
EBITDA with the acquisition of Howden," stated Peter Trombetta,
Moody's VP-Senior Analyst. Deleveraging is reliant upon achieving
announced synergies of $175 million in year 1 as well as earnings
growth to generate sufficient free cash flow to reduce debt. The
acquisition is set to close in the first half of 2023 in a sluggish
macroeconomic environment that could lead to dampened revenue and
earnings growth (all metrics include Moody's standard
adjustments).

Moody's highlights the company's high pro forma leverage as an area
of elevated risk under financial strategy and risk governance
considerations under its General Principles for Assessing
Environmental, Social and Governance Risks Methodology for
assessing ESG risks.

On November 9, Chart announced plans to acquire Howden from KPS
Capital Partners, LP ("KPS") for a total purchase price of $4.4
billion. The acquisition price, plus fees and expenses, will be
funded by a $1,315 million term loan B, $1,310 million senior
secured notes and $750 million senior unsecured notes. Separate
from the purchase price, Chart also plans on issuing $1.1 billion
of preferred equity to KPS, which could at some point be replaced
with common or mandatory convertible equity. The transaction is
expected to close in the first half of 2023, subject to regulatory
approvals and customary closing conditions. Moody's views the
acquisition positively as it gives Chart access to customers,
commercial projects and geographies that would have taken
considerable time and investment for Chart to penetrate on its own.
The combined company is poised to benefit from increased spending
related to the Inflation Reduction Act, evolving environmental
regulations and the move to hydrogen and liquid nitrogen for
cleaner fuels. The acquisition also improves Chart's aftermarket
services that is a large part of Howden's offerings.

Assignments:

Issuer: Chart Industries, Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-3

Senior Secured Term Loan B, Assigned Ba3 (LGD3)

Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD3)

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

Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)

Outlook Actions:

Issuer: Chart Industries, Inc.

Outlook, Assigned Stable

RATINGS RATIONALE

The company's ratings are constrained by the aforementioned high
pro forma leverage and integration risk. The company is also
dependent upon cyclical end markets for a portion of its revenue.
Supply chain issues have plagued the manufacturing industry, and
without improvement, Chart's projected revenue and cash flow could
be at risk. The rating is supported by Chart's large scale in terms
of revenue and earnings and its strong geographic diversification
following the closing of the planned acquisition. The acquisition
of Howden gives Chart access to customers, commercial projects and
geographies that would have taken considerable time and investment
for Chart to penetrate on its own. Earnings growth will come from
the record backlogs at both companies and higher revenue growth of
Chart's specialty products segment which typically carries higher
margins. Moody's forecasts Chart's debt/EBITDA will improve to
about 5.0x at the end of 2023 driven by improved free cash flow and
debt repayment. The combined company is poised to benefit from
increased spending related to the Inflation Reduction Act, evolving
environmental regulations and the move to liquid nitrogen and
hydrogen for cleaner fuels. The acquisition also improves Chart's
aftermarket services that are a large part of Howden's offerings.
Also supporting the ratings are Chart's public net leverage target
of 2.0x – 2.5x and its stated intentions to not pursue sizeable
acquisitions or shareholder returns until leverage returns to this
range.

The stable outlook reflects Moody's forecast that the integration
of Howden's business will be successful resulting in Chart's
debt/EBITDA improving to about 5.0x after the first full year of
operations.

Chart's liquidity is adequate with cash balances of about $90
million expected at the close of the acquisition and about $500
million of availability under its $1 billion committed revolver
that expires in 2026. The company has no material debt maturities
until 2024 when its $257 million convertible notes come due. The
company is subject to leverage and coverage financial maintenance
covenants. Debt/EBITDA is required to be below 6.0x for the first
four full fiscal quarters post-close, stepping down to below 5.0x
for the following two quarters and below 4.5x thereafter. Interest
coverage is required to be above 2.0x for the first six full fiscal
quarters post-close and above 2.5x thereafter. Alternate forms of
liquidity are considered modest as the company's secured debt is
secured by its assets.

The Ba3 rating on the senior secured bank facility and secured
notes – one notch above the corporate family rating – reflects
the support provided by the unsecured notes and convertible notes
in the capital structure. The B3 rating on the unsecured notes
reflects the material amount of secured debt ahead of it in the
capital structure. The secured debt is expected to be secured by
substantially all the assets of Chart and its guarantors.
Guarantors are expected to be all material domestic subsidiaries.
The unsecured notes will also be guaranteed by the same
guarantors.

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

Ratings could be upgraded if the integration of Howden is
successful, resulting in debt/EBITDA declining toward 4.0x and
EBITA/interest expense sustained above 3.0x. Ratings could be
downgraded if there are integration challenges or deterioration in
the company's liquidity. Downward rating pressure could also come
if debt/EBITDA does not improve to below 5.0x or if EBITA/interest
expense remains below 2.5x.

Chart Industries, Inc. is a leading independent global manufacturer
of highly engineered equipment servicing multiple applications in
the Energy and Industrial Gas markets. The company's product
portfolio is used in every phase of the liquid gas supply chain,
including upfront engineering, service and repair. Chart has over
25 global manufacturing locations from the United States to China,
India, Europe and the Americas. For the last 12 months ended
September 30, 2022, Chart generated revenue of about $1.5 billion.

Granite Holdings US Acquisition Co. ("Granite," dba "Howden")
provides heavy duty centrifugal and axial fans, cooling fans,
rotary heat exchangers (heat recovery), gas compressors and
ventilation control systems to the power generation, energy and
petrochemical, mining, wastewater and general industrial
industries. Headquartered in Renfrew, U.K., the business generated
$1.8 billion of revenue in the 12 months ended September 30, 2022.

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


COMPUTE NORTH: Committee Gets OK to Hire Investment Banker
----------------------------------------------------------
The official committee of unsecured creditors of Compute North
Holdings, Inc. and its affiliates received approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc. as
investment banker.

The committee requires an investment banker to:

   a. advise and assist the committee in structuring and effecting
the financial aspects of certain transactions of the Debtors;

   b. receive, review and perform diligence on information provided
on a confidential basis by the Debtors or the committee;

   c. assist the committee in negotiations regarding any sale, plan
of reorganization or liquidation of any of the Debtors in the
bankruptcy case or other transaction;

   d. represent and negotiate on behalf of the committee as it
relates to any restructuring proposals advanced by the committee,
Debtors or any other parties or stakeholders; and

   e. participate in hearings before the bankruptcy court in
connection with Miller's other services, including related
testimony in coordination with the committee's counsel.

The firm will be paid a monthly fee of $150,000 and a deferred fee
of $950,000, payable upon consummation of any transaction.

John D' Amico, a managing director at Miller, 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:

     John D' Amico
     Miller Buckfire & Co., LLC
     787 Seventh Avenue
     New York, NY 10019
     Phone: 1-212-895-1800
     Email: info@millerbuckfire.com

                   About Compute North Holdings

Computer North Holdings, Inc. -- https://www.computenorth.com/ --
is a crypto mining data center company. Compute North has four
facilities in the U.S. -- two in Texas and one in both South Dakota
and Nebraska, according to its website.

While cryptocurrency prices skyrocketed during the pandemic (with
bitcoin surging by 300% in 2020), the Federal Reserve's decision to
curb rising inflation by hiking interest rates has since ushered in
some of the crypto market's biggest losses in history. After
amassing a record value above $3 trillion in November 2021, the
cryptocurrency market posted its worst first half ever --
plummeting more than 70% through July. Terra's luna token, a once
top cryptocurrency worth more than $40 billion, lost virtually all
its value within a week in May after sister token TerraUSD, a
stablecoin meant to hold a price of $1, broke its dollar peg as
markets collapsed.

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 include crypto lenders Celsius Network,
Three Arrows Capital, Voyager Digital, and crypto mining firm
Compute North.

Compute North Holdings and 18 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 22-90273) on Sept. 22, 2022. In the petitions signed by Harold
Coulby, as authorized signatory, the Debtors reported assets and
liabilities between $100 million and $500 million.

Judge Marvin Isgur oversees the cases.

The Debtors tapped Paul Hastings, LLP as bankruptcy counsel;
Jefferies, LLC as investment banker; and Portage Point Partners as
financial advisor. Epiq Corporate Restructuring, LLC is the claims,
noticing and solicitation agent.

On Oct. 6, 2022, the Office of the U.S. Trustee for Region 7
appointed an official committee of unsecured creditors in these
Chapter 11 cases. The committee tapped McDermott Will & Emery LLP
as legal counsel; and Miller Buckfire & Co., LLC and its affiliate,
Stifel, Nicolaus & Co., Inc., as investment banker.


COMPUTE NORTH: Unsecureds Get Share of Wind-Down Distributable Cash
-------------------------------------------------------------------
Compute North Holdings, Inc., et al., submitted a Disclosure
Statement for the Joint Liquidating Chapter 11 Plan dated Nov. 23,
2022.

The salient terms of the Plan are:
    
    (a) provides for the full and final resolution of all Claims
against and Interests in the Debtors;

    (b) contemplates the appointment of a Plan Administrator to (i)
market and sell any remaining assets of the Debtors and otherwise
wind-down the Debtors' businesses and affairs; (ii) pay and
reconcile Claims; and (iii) administer the Plan in an efficacious
manner;

    (c) provides for Cash distributions in accordance with the
Plan; and

    (d) pays Allowed Administrative Claims and Allowed Priority
Claims.

The Debtors believe that confirmation of the Plan will maximize the
value of the Debtors' remaining assets, and will avoid the lengthy
delay and additional cost of liquidation under chapter 7 of the
Bankruptcy Code.

On the Effective Date, the Debtors will effectuate the Wind-Down
Transactions contemplated by the Plan. As a result:

      * On the Effective Date, pursuant to sections 1141(b) and (c)
of the Bankruptcy Code, the assets of the Debtors shall vest in the
Reorganized Debtors for the purpose of winding down the Estates,
free and clear of all Liens, Claims, charges, or other
encumbrances;

      * The Reorganized Debtors shall continue in existence for
purposes of (a) winding down the Debtors' business and affairs as
expeditiously as reasonably possible consistent with the Wind-Down
Budget, (b) resolving Disputed Claims, (c) making distributions on
account of Allowed Claims as provided hereunder, (d) funding
distributions consistent with the Wind-Down Budget, (e) enforcing
and prosecuting claims, interests, rights, and privileges under the
Causes of Action on the Schedule of Retained Causes of Action in an
efficacious manner and only to the extent the benefits of such
enforcement or prosecution are reasonably believed to outweigh the
costs associated therewith, (f) filing appropriate tax returns, (g)
complying with its continuing obligations under the Plan, the
Confirmation Order, the Asset Purchase Agreement, if any, and (h)
administering the Plan in an efficacious manner; and

      * On the Effective Date, the Plan Administrator shall be
appointed and shall be authorized to administer, liquidate and
monetize the Debtors' Estates and distribute the Wind-Down
Distributable Cash, in accordance with the Plan and the Plan
Administrator Agreement.

Under the Plan, holders of Class 3 General Unsecured Claims will be
entitled to receive its Pro Rata Share of the Wind-Down
Distributable Cash remaining after satisfaction of all Allowed
Administrative Claims, Allowed Priority Tax Claims, and Allowed
Claims in Class 1 and Class 2, on account of such General Unsecured
Claim, to be distributed by the Distribution Agent on the
applicable Distribution Date in accordance with the Plan until all
Allowed General Unsecured Claims in Class 3 are paid in full or the
Wind-Down Distributable Cash is exhausted; provided, however, that
all Distributions to Holders of Allowed General Unsecured Claims
shall be subject to the Plan Administrator first paying in full all
operating expenses of the Reorganized Debtors and/or reserving in
the Plan Administrator Operating Reserve for such operating
expenses as is reasonable and appropriate. Class 3 is impaired.

The Debtors shall fund distributions under the Plan with Wind-Down
Distributable Cash. The Debtors' Cash on hand, collection of
accounts receivable, the proceeds of Asset Sales, and liquidation
of the Debtors' remaining assets, provide adequate liquidity to
fund distributions to be made under the Plan and shall fund the
Administrative and Priority Claims Reserve, the Secured Claims
Reserve, the Professional Fee Escrow Account, the Plan
Administration Operating Reserve, and other obligations under the
Plan.

As of the date hereof, the Debtors had approximately $15.5 million
in Cash for satisfaction of Claims and their obligations under the
Plan. In addition, the Debtors expect to close Asset Sales in
advance of confirmation of the Plan for approximately $11 million
in Cash.

A hearing to consider final approval of this Disclosure Statement
and confirmation of the Plan will be held before the Honorable
Marvin Isgur, United States Bankruptcy Judge, in Courtroom 404 of
the United States Bankruptcy Court for the Southern District of
Texas, 415 Rusk, Houston, Texas 77002, on January 9, 2023.  The
Disclosure Statement Order established January 4, 2023, at 4:00
p.m., prevailing Central Time, as the deadline to object to the
Confirmation of the Plan.  The Disclosure Statement order
established a deadline to vote on the Plan of January 4, 2023, at
4:00 p.m., prevailing Central Time.

Counsel to the Debtors:

     James T. Grogan III, Esq.
     PAUL HASTINGS LLP
     600 Travis Street, 58th Floor
     Houston, TX 77002
     Telephone: (713) 860-7300
     Facsimile: (713) 353-3100
     E-mail: jamesgrogan@paulhastings.com

           - and -

     Luc Despins, Esq.
     Sayan Bhattacharyya, Esq.
     Daniel Ginsberg, Esq.
     200 Park Avenue
     New York, NY 10166
     Telephone: (212) 318-6000
     Facsimile: (212) 319-4090
     E-mail: lucdespins@paulhastings.com
             sayanbhattacharyya@paulhastings.com
             danielginsberg@paulhastings.com

          - and -

     Matthew Micheli, Esq.
     Michael Jones, Esq.
     71 South Wacker Drive, Suite 4500
     Chicago, IL 60606
     Telephone: (312) 499-6000
     Facsimile: (312) 499-6100
     E-mail: mattmicheli@paulhastings.com
             michaeljones@paulhastings.com

A copy of the Disclosure Statement dated Nov. 23, 2022, is
available at https://bit.ly/3GKBpvk from PacerMonitor.com.

                   About Compute North Holdings

Computer North Holdings, Inc. -- https://www.computenorth.com/ --
is a crypto mining data center company. Compute North has four
facilities in the U.S. -- two in Texas and one in both South Dakota
and Nebraska, according to its website.

While cryptocurrency prices skyrocketed during the pandemic (with
bitcoin surging by 300% in 2020), the Federal Reserve's decision to
curb rising inflation by hiking interest rates has since ushered in
some of the crypto market's biggest losses in history. After
amassing a record value above $3 trillion in November 2021, the
cryptocurrency market posted its worst first half ever --
plummeting more than 70% through July. Terra's luna token, a once
top cryptocurrency worth more than $40 billion, lost virtually all
its value within a week in May after sister token TerraUSD, a
stablecoin meant to hold a price of $1, broke its dollar peg as
markets collapsed.

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 include crypto lenders Celsius Network,
Three Arrows Capital, Voyager Digital, and crypto mining firm
Compute North.

Compute North Holdings and 18 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 22-90273) on Sept. 22, 2022. In the petitions signed by Harold
Coulby, as authorized signatory, the Debtors reported assets and
liabilities between $100 million and $500 million.

Judge Marvin Isgur oversees the cases.

The Debtors tapped Paul Hastings, LLP as bankruptcy counsel;
Jefferies, LLC as investment banker; and Portage Point Partners as
financial advisor. Epiq Corporate Restructuring, LLC is the claims,
noticing and solicitation agent.

On Oct. 6, 2022, the Office of the U.S. Trustee for Region 7
appointed an official committee of unsecured creditors in these
Chapter 11 cases. The committee tapped McDermott Will & Emery LLP
as its counsel.


CQP HOLDCO: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded CQP Holdco LP's ratings,
including its Corporate Family Rating to B1 from B2, Probability of
Default Rating to B1-PD from B2-PD, and senior secured ratings to
B1 from B2. The outlook was changed to stable from positive.

Upgrades:

Issuer: CQP Holdco LP

Corporate Family Rating, Upgraded to B1 from B2

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

Senior Secured Bank Credit Facility, Upgraded to B1 (LGD4)
from B2 (LGD4)

Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD4)
from B2 (LGD4)

Outlook Actions:

Issuer: CQP Holdco LP

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

The upgrade of CQP Holdco's ratings to B1 follows the corresponding
upgrade of the ratings of Cheniere Energy Partners, L.P. (CQP to
Ba1 stable) and reflects increased distributions by CQP to CQP
Holdco that result in a significant deleveraging at CQP Holdco.

The B1 CFR is supported by the predictability and recurring nature
of the long-dated, contractually derived cash flow distributed
through CQP to CQP Holdco, which holds a 41% limited partner (LP)
stake in CQP. The market value of its investment in CQP
approximates $12.6 billion (as of November 30, 2022), allowing for
good collateral coverage of its debt, with a 31% loan-to-value on
CQP Holdco's $3.9 billion in secured debt. The stability and
magnitude of this cash flow stream is tempered by the significant
extent to which CQP Holdco's secured debt is structurally
subordinated to CQP's debt and project debt that has financed CQP's
principal asset, Sabine Pass liquefied natural gas (LNG) export
facility, Sabine Pass Liquefaction, LLC (SPL, Baa2 stable). CQP
Holdco's rating is further supported by the substantial governance
rights it maintains over CQP's operations and strategic planning by
virtue of its majority membership on the CQP Executive Committee of
the Board of Directors, and the significant extent of its influence
on the CQP Board itself.

The stable outlook on CQP Holdco's ratings mirrors the stable
outlook on CQP's ratings and reflects Moody's expectation that the
increased distributions from CQP will continue to support the
improved leverage profile of CQP Holdco.

Holdco's senior secured term loan facility and senior secured notes
are both rated B1, at the same level as the CFR. The facility and
the notes represent all debt of the company, rank pari passu and
benefit from the first lien pledge of all the equity interests in
CQP and the pledge of equity in the borrowers.

Moody's expects CQP Holdco to maintain adequate liquidity. The
company derives its cash flow from distributions received by CQP
from its operating subsidiaries, which are then distributed by CQP
to its unitholders, including CQP Holdco. Funds from operations
(FFO), which are projected to exceed $750 million in 2023, readily
cover projected CQP Holdco's interest and required minimum term
loan amortization. The remainder of the funds will be distributed
to the shareholders of CQP Holdco.

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

An upgrade of CQP's ratings or a significant further reduction in
CQP Holdco's leverage could lead to an upgrade of CQP Holdco's
ratings. A deterioration in the financial performance of CQP Holdco
caused by a blockage of distributions from SPL or CQP to CQP Holdco
or the downgrade of either SPL or CQP would likely cause a
downgrade of CQP Holdco's ratings.

CQP Holdco LP is jointly owned by Blackstone Infrastructure and
Brookfield Infrastructure. CQP Holdco now owns 41% of CQP's common
units.

The principal methodology used in these ratings was Midstream
Energy published in February 2022.


CSC HOLDINGS: Moody's Gives 'B1' Rating to Sr. Secured Term Loan B6
-------------------------------------------------------------------
Moody's Investors Service assigned B1 rating to CSC Holdings,
LLC's, Term Loan B-6, which amends the Term Loan B-1 and B-3. The
Company's B2 Corporate Family Rating, B2-PD Probability of Default
Rating, and all instrument ratings including the Senior Secured
Credit Facility and Senior Unsecured Guaranteed Notes rated B1 and
Senior Unsecured Notes rated Caa1 are unaffected by the proposed
Transaction. The stable outlook and SGL-2 speculative grade
liquidity rating are unchanged.

Assignments:

Issuer: CSC Holdings, LLC

Gtd Senior Secured Term Loan B6, Assigned B1 (LGD3)

RATINGS RATIONALE

CSC's credit profile is supported by its large size (near $9-$10
billion in revenue) and somewhat diversified footprint. The
business model is profitable, generating steady EBITDA margins near
40% and providing a high degree of visibility given the very
predictable monthly recurring revenue from a diversified and large
base of residential and commercial customers. Broadband demand is a
favorable tailwind and opportunity, with positive and sustained
secular growth, though intensifying competition and execution
issues have led to weak broadband subscriber trends for the company
in 2022. The company also has good liquidity.

The credit profile is constrained by a less than conservative
financial policy that targets net leverage of 4.5x-5.0x but
tolerates a much higher ratio (Management Q3 LTM calculation,
approximately 6.3x Moody's adjusted gross leverage which excludes
collateralized debt obligations), and currently prioritizes capital
investments over debt repayment. Additionally, the video and voice
businesses are declining rapidly under secular pressure, shedding
subscribers in the low teens percent range. Broadband demand and
growth, a historical offset providing top-line support, has also
weakened considerably due to higher competitive intensity. Fixed
wireless access and or fiber providers are now taking share,
evident in the decline of data subscribers in the low single digit
percent range. As a result, the company is deploying an aggressive
and capital-intensive multi-year fiber build, driving capex to near
20% of revenue substantially constraining free cash flows which
could fall under $100 million in 2024.

The SGL-2 liquidity rating reflects good liquidity supported by
strong operating cash flow, a partially drawn but large revolving
credit facility with significant capacity, and ample covenant
headroom. The company also benefits from a favorable maturity
profile with limited maturities over the next year.

Moody's rates CSC's senior secured bank debt facilities B1 (LGD3),
one notch above the B2 CFR. The secured debt is collateralized by a
stock pledge and is guaranteed by the operating subsidiaries of the
Company. Moody's also rates the senior unsecured guaranteed notes
at CSC B1 (LGD3), as the notes benefit from the same guarantee from
the restricted subsidiaries (as the credit facility creditors) and
Moody's view that the stock pledge for secured lenders provides no
additional lift/benefit as the equity collateral would likely be
worthless in a default scenario. Secured lenders benefit from
junior capital provided by the senior unsecured bonds at CSC (which
are not guaranteed) rated Caa1 (LGD5), two notches below the B2 CFR
given the subordination in the Company's capital structure. The
instrument ratings reflect the probability of default of the
Company, as reflected in the B2-PD Probability of Default Rating,
an average expected family recovery rate of 50% at default given
the mix of secured and unsecured debt in the capital structure, and
the particular instruments' rank in the capital structure.

Moody's maintains a B1 senior secured bank credit facility rating
and a Caa1 senior unsecured rating on certain debt that was
originally issued by Neptune Finco Corp. (Neptune Caa1, no
outlook), an acquisition vehicle used by Altice USA, Inc. (CSC's
ultimate parent company, unrated) to acquire the operating
subsidiary D/B/A Cablevision. In 2015, Neptune was merged with and
into CSC, which effectively assumed all of Neptune's obligations;
however, Moody's internal databases continue to reflect Neptune as
a debt issuer.

The company's ESG Credit Impact Score is CIS-4, highly negative.
The CIS score primarily reflects the company's highly negative
governance risk driven by financial strategy and risk management
policies, specifically a tolerance for leverage up to at least 6x
(Management Q3 net debt to EBITDA calculation) dividends and
debt-financed M&A in the past, and highly concentrated ownership.
Social risk is also moderately negative reflecting data privacy
risks in its wireless service. Environmental risks are
neutral-to-low, having little effect (positive or negative) on the
CIS score.

Moody's outlook reflects a baseline expectation for revenue to
decline by low single digit percent over the next 12-18 months,
driving revenue under $9.5 billion. Moody's expects leverage to
rise and be sustained in mid to high 6x range, on debt averaging
$26 billion. EBITDA margins will be stable, near 40%, producing
$3.6-$3.7 billion in EBITDA. Net of capex (approaching 20% of
revenue) and average borrowing costs (rising over 6%), free cash
flows will be $50 - $150 million, covering low single digit percent
of debt. Moody's outlook reflects certain key assumptions including
a decline in broadband, video, and voice subscribers (approximately
flat, and low teens percent range respectively). Moody's expects
liquidity to remain very good.

Note: all figures are Moody's adjusted over the next 12-18 months
unless otherwise noted.

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

An upgrade is very unlikely at this time given the pressures on the
business. However, Moody's could consider an upgrade if conditions
improved substantially such that:

- Leverage (Moody's adjusted Debt/EBITDA) is sustained below 6x,
and

- Free cash flow to debt (Moody's adjusted, before dividends) is
sustained above 3%

An upgrade would also be considered on same or better liquidity,
return to revenue and EBITDA growth supported by stable subscriber
base driven by a sustained rise in broadband growth, and or a more
conservative financial policy.

Moody's could consider a downgrade if:

- Leverage (Moody's adjusted Debt/EBITDA) is sustained above 7x,
or

- Free cash flow to debt (Moody's adjusted, before dividends) is
sustained below 1%

A downgrade could also be considered if the scale of the company
declined, liquidity deteriorated, there was a material and
unfavorable change in operating performance, or the company adopted
a more aggressive financial policy.

The principal methodology used in this rating was Pay TV published
in October 2021.

Headquartered in Long Island City, New York, CSC Holdings, LLC
passes over 9.4 million homes in 21 states, serving approximately
4.9 million residential and business customers and about 8.6
million subscribers. The company is wholly owned by Altice USA, a
public company majority owned and controlled by Patrick Drahi.
Revenues for the last twelve months ending September 30, 2022 were
approximately $9.8 billion.

In 2020, Altice sold 49.99% of Lightpath Group (Cablevision
Lightpath LLC and its subsidiaries), its fiber enterprise business,
to Morgan Stanley Infrastructure Partners (MSIP) for an enterprise
value of $3.2 billion. Altice retains a 50.01% interest in
Lightpath Group, maintains control of the company, and consolidates
its financial results.      


DEALER TIRE: Moody's Rates New Sr. Secured 1st Lien Term Loan 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Dealer Tire
Financial, LLC's new senior secured first lien term loan. The
company's existing ratings, including the B2 corporate family
rating and Caa1 unsecured rating, remain unchanged at this time.
The outlook is stable.

Dealer Tire is seeking to amend and extend the maturity of its
first lien term loan by two years to December 2027. Earlier in
2022, Dealer Tire upsized its first lien revolving credit facility
to $250 million and extended it to through June 2027. The existing
rating on the current term loan due December 2025 will be withdrawn
upon completion of the amendment.

Assignments:

Issuer: Dealer Tire Financial, LLC

Senior Secured First Lien Term Loan B2, Assigned B1 (LGD3)

RATINGS RATIONALE

Dealer Tire's ratings reflect Moody's expectation for Dealer Tire
to demonstrate steady top line growth and maintain its EBITDA
margin around 10% over the next twelve months. Moody's expects
Dealer Tire's debt/EBITDA to approximate 5.5x  by the end of 2022,
which is down from elevated levels above 6x in recent years.
Further, Moody's expects Dealer Tire to maintain adequate liquidity
with full availability of its $250 million revolving credit
facility and free cash flow to total debt of about 3% over the next
twelve months.

Dealer Tire maintains a niche position as the primary tire
distributor serving the automotive dealer channel with exclusive,
long-term relationships with many premium-brand auto manufacturers.
However, the company does have relatively high customer (automotive
OEMs) and supplier concentrations (tire manufacturers). These
concentrations expose the company to potential shifts in industry
dynamics, including consumer buying preferences and production
disruptions at its suppliers.

The stable outlook reflects Moody's view for a steady EBITDA margin
and moderately positive free cash flow over the next 12 months.

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

The ratings could be upgraded if the company grows profitably with
higher than historic margins. Debt/EBITDA expected to be sustained
below a 5x and EBITA/interest expense above 3x could also result in
a rating upgrade. The expectation for continual generation of
moderately positive free cash flow, maintenance of a good liquidity
profile and a less aggressive financial policy could also support a
higher rating.

The ratings could be downgraded if Dealer Tire experiences a
deterioration in EBITDA margin or if debt/EBITDA is expected to be
sustained above 6x through weaker earnings or a more aggressive
financial policy. A downgrade could also occur if the company's
liquidity position weakens, resulting in an increased usage on its
revolver. A lower rating could also result from changing industry
dynamics that result in falling market share from the loss of a key
customer or supplier.

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

Dealer Tire Financial, LLC, headquartered in Cleveland, Ohio, is
engaged primarily in the business of distributing replacement tires
through alliance relationships with automobile OEMs and their
dealership networks in the US. Through its Simple Tire platform,
the company is engaged in the distribution of tires through the
e-commerce channel. The company's Dent Wizard business is a leading
provider of automotive reconditioning services and vehicle
protection products. Dealer Tire is majority owned by Bain Capital
since 2018 and generated about $3.3 billion in revenue for the
twelve month period ended September 30, 2022.   


DIFFUSION PHARMACEUTICALS: LifeSci to Nominate Slate of Directors
-----------------------------------------------------------------
Diffusion Pharmaceuticals Inc. announced that LifeSci Special
Opportunities Master Fund Ltd. and certain other participants had
notified the Company that LifeSci plans to commence a proxy contest
and nominate its own slate of directors for election at the
Company's upcoming 2022 annual stockholders meeting.  In accordance
with the rules of the U.S. Securities and Exchange Commission,
LifeSci's nominees, while NOT endorsed by the Company's board of
directors, will be specifically named on the Company's WHITE proxy
card associated with the definitive proxy statement to be filed by
the Company with the SEC in connection with its solicitation of
proxies for the 2022 Annual Meeting.

Diffusion disclosed that pursuant to (i) the Company's employment
agreements with Robert J. Cobuzzi, Jr., Ph.D., its president &
chief executive officer, William K. Hornung, its chief financial
officer, Christopher D. Galloway, M.D., its chief medical officer,
Raven Jaeger, its chief regulatory officer, and William R. Elder,
its general counsel & corporate secretary and (ii) the Company's
2015 Equity Plan, as amended, the occurrence of a "Change of
Control" may, in certain circumstances, result in the acceleration
or enhancement of consideration payable by the Company pursuant to
the Company Agreements.  The election of Dissident Nominees at the
2022 Annual Meeting may, in some cases, be deemed a "Change of
Control" as defined in the Company Agreements.

On Nov. 30, 2022, the Board, after deliberation and in consultation
with its advisors, unanimously approved the nomination of each
Dissident Nominee for election at the 2022 Annual Meeting,
contingent upon each such Dissident Nominee's election and the
election of such Dissident Nominees, in the aggregate, otherwise
constituting a "Change in Control" under the Company Agreements.

The Board does NOT endorse any of LifeSci's Dissident Nominees and
unanimously recommends that shareholders vote "FOR" each of the six
nominees recommended by the Board on the Company's WHITE proxy card
that will be enclosed with the Company's definitive proxy statement
for the 2022 Annual Meeting.

                  About Diffusion Pharmaceuticals

Diffusion Pharmaceuticals Inc. is a biopharmaceutical company
developing novel therapies that enhance the body's ability to
deliver oxygen to the areas where it is needed most.  The Company's
lead product candidate, TSC, is being developed to enhance the
diffusion of oxygen to tissues with low oxygen levels, also known
as hypoxia, a serious complication of many of medicine's most
intractable and difficult-to-treat conditions.

Diffusion reported a net loss of $24.09 million in 2021, a net loss
of $14.18 million in 2020, and a net loss of $11.80 million in
2019.  As of June 30, 2022, the Company had $29.18 million in total
assets, $2.52 million in total current liabilities, and $26.67
million in total stockholders' equity.


DIRECTV ENTERTAINMENT: Fitch Affirms 'BB+' LongTerm IDR
-------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of DIRECTV Entertainment Holdings LLC (DIRECTV) and DIRECTV
Financing, LLC (DIRECTV Financing) at 'BB+'. The Rating Outlook is
Stable. Fitch has also affirmed the 'BBB-'/'RR1' ratings of DIRECTV
Financing's first lien revolver and term loan, as well as its
senior secured first lien notes.

The ratings reflect the company's scale as one of the largest
multi-channel video programming providers in the U.S., strong cash
flows and its conservative leverage profile. Concerns include the
continued, industry-wide secular pressure on providers of
traditional linear television as consumers' have shifted a material
portion of their video consumption to a variety of over-the-top
streaming services.

KEY RATING DRIVERS

Scale: DIRECTV's video subscriber base (combined DIRECTV, U-verse,
DIRECTV Stream) is the third largest traditional multi-channel
video programming distributor (MVPD) in the U.S. with approximately
13.3 million subscribers at the end of 3Q22, behind Comcast which
has 16.6 million video subscribers and Charter Communications, Inc.
which has 15.3 million video subscribers. DIRECTV remains the
largest on a video-only revenue basis, but has no broadband or
other operations like its peers.

Scale is a crucial element with MVPD operators as secular pressures
weigh on costs, and scale benefits MVPDs with respect to
programming costs, as it provides greater negotiating power with
content providers and in retransmission consent negotiations with
TV broadcasters.

Subscriber Pressures: Secular pressures have resulted in declining
subscribers of traditional linear television as a result of
shifting consumer preferences and technology changes. The pandemic
further accelerated the shift, increasing competition and the
number of streaming options available to viewers. Although still
significant, DIRECTV's subscriber loss rates have substantially
improved over the last two years, driven by lower churn, and were
less than 500,000 in 3Q22 (losses peaked in 3Q19 at 1.35 million
subscribers).

Execution on DIRECTV Stream: The next generation DIRECTV Stream
product delivers video over a software-based video architecture and
is a more robust linear TV offering than its prior iterations of
over the top (OTT) direct-to- consumer products. For the next
generation product, DIRECTV has reported high satisfaction rates
and strong attach rates with broadband services.

Fitch believes successful execution on the deployment and growth of
the DIRECTV Stream product will be a key risk factor for DIRECTV in
mitigating secular subscriber losses in the traditional
satellite-based DIRECTV product. DIRECTV Stream will also provide
bundling opportunities with AT&T, which owns 70% of DIRECTV,
including in its wireline footprint where DIRECTV's video service
can be readily bundled with high-speed data services over AT&T's
fiber and IP-based broadband services. The companies entered into a
series of commercial agreements, including product bundling &
sales, at the close of the transaction.

Financial Flexibility: FCF is expected to be relatively strong with
annual capex intensity in the under 2% range going forward. The
company does not anticipate the need to launch replacement
satellites until around the end of the decade, and the development
costs of the DIRECTV Stream product are behind the company.

A shifting product mix will also benefit FCF as the subscriber
acquisition costs (SAC) for the DIRECTV Stream product are well
below the satellite product. The equipment cost for DIRECTV Stream
is lower, and the product generally does not require a truck roll
as customers can self-install the equipment.

As part of the transaction, AT&T funded up to a total of $2.5
billion of NFL Sunday Ticket net losses in 2021 and 2022 (the
contract expires after the 2022 NFL season).

Conservative Leverage: Post transaction, Fitch expects DIRECTV to
remain conservatively capitalized along with AT&T's and TPG's
commitment to manage target net leverage near 1x. Fitch expects
EBITDA leverage of 1.3x in 2022, declining to approximately 1.1x by
2025, due to debt repayments from excess cash flow. In addition, it
is assumed that AT&T would not sell down its equity stake after
formation of the joint venture, as TPG recognizes the strategic
benefit of AT&T as a partner.

Parent/Subsidiary Linkage: Fitch links DIRECTV Entertainment
Holdings LLC's IDR to AT&T Inc. (BBB+/Stable). DIRECTV's IDR is
notched up one level from its stand-alone credit profile owing to
low operational incentives, medium strategic incentives (due to
DIRECTV's cash distributions) and low legal incentives.

DERIVATION SUMMARY

DIRECTV's publicly rated MVPD peers include Comcast Corp.
(A-/Stable) and Charter Communications, Inc. (BB+/Stable). Comcast
is rated higher than DIRECTV primarily due to significantly greater
revenue size and segment diversification. With more than 13 million
subscribers through the DIRECTV satellite TV, DIRECTV Stream and
U-verse offerings, DIRECTV is the third largest U.S. MVPD behind
Comcast and Charter. However, in Fitch's view, DIRECTV is more
weakly positioned given its less competitive product offering that
has disadvantaged it relative to MVPD peers that benefit from the
ability to use bundling (mainly broadband services) to retain video
subscribers.

Charter's ratings also benefit from segment diversification, scale
and higher FCF that is balanced against higher leverage metrics
(near 4.5x) when compared with those of DIRECTV. DIRECTV is similar
to DISH Network which also provides satellite TV services and
virtual MVPD services through Sling TV. DISH has a lower scale with
a customer base totaling approximately 10 million subscribers and
operates with higher leverage (in the high 5x range).

KEY ASSUMPTIONS

- Revenues are expected to decline in high single digits in 2022
and 2023 due to declines in DIRECTV satellite subscribers and
U-Verse subscribers, partly offset by increased penetration of
DIRECTV STREAM subscribers and higher ARPUs across all three
platforms.

- EBITDA margins are expected to be in the low-to-mid 20 percent
range as most content costs decrease with subscriber declines, and
as the company shifts to the lower cost DIRECTV STREAM product and
realizes cost efficiencies.

- Fitch-calculated FCF (after distributions) is expected to be
approximately $2 billion annually over the 2022-2025 range, with
capex intensity in the low single digits.

- EBITDA Leverage is expected to be managed near 1x as the term
loan amortizes. Fitch's assumes the company applies discretionary
cash flow beyond the term loan amortization to additional debt
repayments to maintain leverage, with further discretionary cash
distributed to its owners.

RATING SENSITIVITIES

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

- Strong execution on the deployment of the next-generation DIRECTV
Stream software-based video platform while improving retention of
DIRECTV customers.

- Successful execution on improving the customer experience (as
evidenced by no material increases in churn or costs arising from
the set-back office systems).

- Successful execution on initiatives to return to revenue/EBITDA
growth, combined with EBITDA leverage maintained at 2.5x or less.

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

- Prolonged declines in revenue and EBITDA, not offset by
reductions in debt, leading to EBITDA leverage of 3.5x or greater;

- Leveraging transactions, particularly in the absence of a
credible deleveraging plan, or a more aggressive financial policy
that leads to EBITDA leverage greater than 3.5x;

- AT&T's ownership interest of DIRECTV falls below 51%. A reduction
in AT&T's economic stake over time and changes to governance could
lead to a rating.

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Fitch expects the company to operate with a
minimum cash of around $300 million and generate approximately $2
billion in FCF annually (after distributions). The company's
liquidity is also supported by a $500 million five-year revolving
credit facility. Owing to strong FCF generation, the facility is
expected to be undrawn over Fitch's rating case forecast. The
principal financial covenant in the RCF is a 2.25x springing first
lien net leverage ratio, if RCF is more than 35% drawn.

FCF will be supported by low capex. Capital investment by DIRECTV
is expected to be relatively stable over the coming years as major
investments in the video platform (DIRECTV Stream) have been
completed, and no new satellites are needed for seven to eight
years.

DIRECTV's capital structure consists of a $3.7 billion of senior
secured notes, a $3.55 billion first lien term loan, an undrawn
$500 million RCF and $193 million of rolled over unsecured notes at
DIRECTV Holdings, LLC. The debt is issued at DIRECTV Financing, LLC
and is guaranteed by DIRECTV Financing HoldCo, LLC, a wholly owned
subsidiary of DIRECTV.

The company also has a three-year accounts receivable
securitization facility due in 2025 with up to $500 million of
availability. At Sept. 30, 2022, the facility was fully drawn.

ISSUER PROFILE

DIRECTV is owned 70% by AT&T and 30% by TPG, but jointly controlled
by both. Its video businesses consist of the DIRECTV direct to home
satellite business, U-verse video and DIRECTV Stream.

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
   -----------            ------          --------   -----
DIRECTV Financing,
LLC                 LT IDR BB+  Affirmed               BB+

   senior secured   LT     BBB- Affirmed     RR1      BBB-

DIRECTV
Entertainment
Holdings LLC        LT IDR BB+  Affirmed               BB+


DLVAM1302 NORTH: Dec. 29 Plan Confirmation Hearing Set
------------------------------------------------------
Judge Catherine Peek McEwen has entered an order conditionally
approving the Second Amended Disclosure Statement of DLVAM1302
North Shore, LLC, d/b/a DLVAMI 302 North Shore, LLC.

The Court will conduct a hearing on confirmation of the Second
Amended Plan, including timely filed objections to confirmation,
objections to the Disclosure Statement, motions for cramdown,
applications for compensation, and motions for allowance of
administrative claims on Dec. 29, 2022, at 1:30 p.m. in Tampa, FL
− Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N.
Florida Avenue.

Any written objections to the Disclosure Statement must be filed
with the Court and served on the Local Rule 1007−2 Parties in
Interest List no later than 7 days prior to the date of the hearing
on confirmation.

Parties in interest shall submit to the Clerk's office their
written ballot accepting or rejecting the Plan no later than 8 days
before the date of the Confirmation Hearing.

Objections to confirmation must be filed with the Court and served
on the Local Rule 1007−2 Parties in Interest List no later than 7
days before the date of the Confirmation Hearing.

The Plan Proponent must file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.

                   About DLVAM1302 North Shore

Anna Maria, Fla.-based DLVAM1302 North Shore, LLC filed a petition
for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-05371) on
Oct. 20, 2021, disclosing $1,988,681 in total assets and $1,585,279
in total liabilities.  Floyd Calhoun, manager, signed the
petition.

Judge Catherine Peek McEwen oversees the case.

The Debtor tapped Buddy D. Ford, P.A. as legal counsel.


DRY MORE: Court OKs Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Dry More Company to use cash
collateral on an interim basis in accordance with the budget.

The Debtor is permitted to use cash collateral to meet its
post-petition obligations in the ordinary course of business.

The Debtor's secured lender, Veritex Community Bank, consents to
the use of cash collateral in the amount and categories as listed
on the budget.

To the extent the Lender have valid, perfected security interests,
the Lender is granted valid, perfected, and enforceable replacement
security interests in and liens and mortgages upon all categories
of property of the Debtor and its estate.

As additional adequate protection to Veritex, on or before their
due date(s) pursuant to the Veritex loan documents, the Debtor will
make adequate protection payments to Veritex.

The liens on the Post Petition Collateral are subordinated to fees
payable to the United States Trustee pursuant to 28 U.S.C. section
1930(a)(6) and any carve out for attorney's fees as authorized by
the Court.

The Debtor is also directed to maintain insurance with respect to
all Prepetition Collateral and Post Petition Collateral, both real
and personal property.

The final hearing on the matter is set for December 20, 2022 at 10
a.m.

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

                     About Dry More Company

Dry More Company is a water damage restoration services in Houston,
Texas. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33532) on November
30, 2022. In the petition signed by Jessica Lykins, president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.

Judge Christopher M. Lopez oversees the case.

Reese W. Baker, Esq., at Baker & Associates, is the Debtor's
counsel.



EAST COAST DIESEL: Trustee Hires J.C. White Law as Counsel
----------------------------------------------------------
James White, Subchapter V trustee for East Coast Diesel, LLC
received approval from the U.S. Bankruptcy Court for the Middle
District of North Carolina to hire J.C. White Law Group PLLC as his
counsel.

The firm will provide the trustee with legal advice concerning the
Debtor's Chapter 11 bankruptcy proceedings and assist the trustee
in his court-ordered investigation of the Debtor.

The firm will charge these hourly fees:

     James C. White, Esq.     $375
     Other Attorneys          $225
     Manda C. King            $150

As disclosed in court filings, J.C. White Law Group is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     James C. White, Esq.
     J.C. White Law Group PLLC
     100 Europa Drive, Suite 401
     Chapel Hill, NC 27517
     Emai: jwhite@jcwhitelaw.com
     Phone: (919) 246-4676
     Fax: (919) 246-9113
     Email: jwhite@jcwhitelaw.com

                      About East Coast Diesel

East Coast Diesel, LLC handles any major or minor truck and fleet
repair. It delivers professional fleet repair and maintenance
services on the East Coast since 2013.

East Coast Diesel filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-80197) on Oct. 12,
2022.  In the petition filed by its member and manager, Robert
Michael, the Debtor reported between $1 million and $10 million in
both assets and liabilities.

The Debtor is represented by The Sasser Law Firm, P.A.

James White, the Subchapter V trustee appointed in the Debtor's
case tapped J.C. White Law Group PLLC as legal counsel and Bert
Davis, Jr., principal of Davis Forensic Group, as forensic
accountant.


EFS COGEN I: Moody's Cuts Rating on Sr. Secured Term Loan B to 'B1'
-------------------------------------------------------------------
Moody's Investors Service downgraded the senior secured rating
assigned to EFS Cogen Holdings I LLC's senior secured term loan B
due 2027 to B1 from Ba3 and also downgraded EFS Cogen's super
senior secured $100 million working capital credit facility due
2025 to Ba3 from Ba2. The rating outlook for EFS Cogen is stable.

RATINGS RATIONALE

The rating action was driven by weaker than expected financial
performance leading to increased refinancing risk.  EFS Cogen's
financial performance factors in lower capacity revenues in NY Zone
J and lower-than-anticipated energy margins.  Specifically, energy
margins have been negatively impacted by increased steam demand
under existing steam sales agreements that have increased EFS
Cogen's heat rate requiring greater natural gas purchases and by a
widening in the basis between two local power delivery points that
has reduced the effectiveness of EFS Cogen's hedged position.  The
widened power basis was most prominent in the first quarter of 2022
due to transmission congestion between the two nodes. While certain
factors impacting first quarter 2022 results may not reoccur, EFS
Cogen does have a similar hedging strategy for 2023.

Moody's calculate EFS Cogen's key financial metrics, including
project cash from operations to adjusted debt and debt service
coverage at approximately 2.0% and 1.4x, respectively, for the
twelve months ended September 30, 2022, a dramatic decline from
2020 and 2021 year-end financial performance. Principal repayment
under EFS Cogen's originally sized $1.0 billion senior secured term
loan has not materialized to the levels previously anticipated
(approximately $960 million outstanding as of September 30, 2022)
and is an additional consideration for the rating action.

EFS Cogen's revised ratings are supported by an expected material
improvement in Zone J capacity prices beginning May 2023, its role
as a critical asset providing power into New York City and steam to
the Bayway Refinery and a strong sponsor group. Moody's anticipate
a recovery in Zone J capacity prices beginning in May 2023 due to
the retirement of in-city peaking generation coinciding with the
start of a more restrictive nitrogen oxide emission requirement as
well as an increase in the peak demand as determined by the New
York Independent System Operator (NYISO). The rating action assumes
the Zone J capacity prices beginning May 2023 (Summer 2023) will be
around $14.00 kW-month and remain near this level over the next few
years.  An improved capacity revenue environment combined with
modestly higher energy margins should allow EFS Cogen to generate
key financial metrics that compare favorably to recent historical
levels, provide for more substantive debt reduction and produce key
financial metrics that are appropriate for the revised rating
level. Specifically, Moody's expect project cash from operations to
adjusted debt in a range of 5-7% for 2023 and 2024 and debt to be
reduced to less than $900 million by year-end 2024.  Debt-to-EBITDA
will remain significant at around 8-9x.

EFS Cogen's Ba3 rating for its senior secured working capital
credit facility reflects structural features that provides a
priority claim over the senior secured term loan during any
bankruptcy reorganization or liquidation scenario. Because Moody's
ratings incorporate both the probability of default and loss given
default probabilities, Moody's have notched the rating of this
super senior secured working capital facility one notch above the
rating of the secured term loan.

RATING OUTLOOK

The stable outlook reflects an expectation for continued strong
operating performance and improved near-term financial performance
due in part to higher capacity related revenues beginning May
2023.

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

In light of the rating action and Moody's expectation for near-term
financial performance, an upgrade is not expected over the
medium-term.  Longer term, the rating could come under positive
pressure should the credit metrics become more solidly positioned
in the mid-Ba rating category on a consistent basis. Specifically,
if the ratio of project cash from operations to adjusted debt
exceeds 10% and debt service coverage exceeds 2.0x on a sustained
basis, consideration of an upgrade may be warranted.

EFS Cogen's rating may be pressured should its ratio of project
cash from operations to adjusted debt remain below 5% on a
sustained basis. Weaker-than-anticipated capacity auction, in the
range of less than $12 kW-month, for Summer 2023 could trigger
rating pressure.

EFS Cogen owns a 974 MW 6-unit natural gas-fired combined cycle
cogeneration plant in Linden, New Jersey that consists of Units 1-5
(809 MW) and Unit 6 (165 MW).

EFS Cogen is owned 50% by JERA Co. Inc., a global energy company
based in Tokyo, 28% by Electricity Generating Public Company
Limited (EGCO), a Thailand-based IPP publicly traded on the Thai
Stock Exchange, 12% by Rose Capital Investment and 10% by GS
Platform, a consortium of South Korean power producers.

The principal methodology used in these ratings was Power
Generation Projects Methodology published in January 2022.


ELECTRIC LAST: SSG Advised Chapter 7 Trustee in Asset Sale
----------------------------------------------------------
SSG Capital Advisors, LLC (SSG) acted as the investment banker to
David W. Carickhoff, Jr., Esq., the Chapter 7 Trustee of Electric
Last Mile Solutions, Inc. and its subsidiary, Electric Last Mile,
Inc., in the sale of substantially all assets to Mullen Automotive,
Inc. for more than $100 million.  The transaction closed in
November 2022 pursuant to a Section 363 sale process in the U.S.
Bankruptcy Court for the District of Delaware.

ELMS was a commercial electric vehicle solutions company founded
for the purpose of designing, engineering, manufacturing, and
customizing electric delivery and utility vehicles. The Company was
headquartered in Troy, Michigan and operated a production facility
in Mishawaka, Indiana. ELMS was in the process of designing and
engineering two unique products: the Class 1 Urban Delivery vehicle
and the Class 3 Urban Utility vehicle. The Company anticipated
being the first provider of Class 1 electric vehicles in the U.S.
market.

The Company was formed on June 25, 2021, through a reverse merger
between Electric Last Mile, Inc. and a special purpose acquisition
company and subsequently began trading on the NASDAQ Stock Market.
With a 675,000 square foot production facility and a team of over
200 employees, the Company began executing its strategic plan of
delivering an electric vehicle alternative to the last mile
segment. Though ELMS made significant progress in its first six
months and the Company generated demand from customers in all core
end markets, the Company faced hardships in its inaugural year as a
public company. Such hardships included an investigation by the
SEC, a resignation of the Company's auditor prior to a filing of
the FY2021 annual report, and a series of supply chain issues that
delayed vehicle production. The culmination of these issues, among
others, contributed to the Company's inability to support future
operations and as a result, ELMS filed for relief under Chapter 7
of the U.S. Bankruptcy Code on June 14, 2022.

SSG was retained by the Chapter 7 Trustee in June 2022 to conduct a
comprehensive marketing process and solicit offers for
substantially all of ELMS' assets. After canvassing a wide range of
investors and receiving significant interest from multiple parties,
Mullen Automotive, Inc. was selected as the Stalking Horse with a
bid valued in excess of $100 million (the Stalking Horse Bid).
Following an expedited remarketing of the Stalking Horse Bid and
the receipt of an alternative offer, the Stalking Horse Bid was
ultimately determined to be the highest and best offer. SSG's
ability to generate interest from buyers in an efficient and timely
process enabled the Chapter 7 Trustee to maximize the value of the
assets for the benefit of the estates. SSG worked with the Chapter
7 Trustee, his counsel, and financial advisors to create an
extraordinary result for all constituents.

Headquartered in Brea, California, Mullen Automotive, Inc. (NASDAQ:
MULN) is a development-stage electric vehicle manufacturer. The
company owns and partners with synergistic businesses that create
clean and scalable electric vehicles and energy solutions.

Other professionals who worked on the transaction include:

    * David W. Carickhoff of Archer & Greiner, P.C., Chapter 7
Trustee of Electric Last Mile Solutions, Inc.;
    * Alan M. Root, James G. Smith and Henry O. Boenning of Archer
& Greiner, P.C., counsel to the Chapter 7 Trustee;
    * Alfred T. Giuliano and Robert L. Edwards of Giuliano, Miller
& Company, LLC, financial advisors to the Chapter 7 Trustee;
    * Carl L. Grumer and Katherine J. Blair of Manatt, Phelps &
Phillips, LLP, bankruptcy counsel to Mullen Automotive, Inc.;
    * Jeffrey C. Wisler of Connolly Gallagher LLP, local counsel to
Mullen Automotive, Inc.; and
    * Alison R. Weinberg-Fahey of Greenberg Traurig, LLP, real
estate counsel to Mullen Automotive, Inc.

CONTACTS ON THIS DEAL:

J. Scott Victor
Managing Director
E-mail: jsvictor@ssgca.com
(610) 940-5802

Neil Gupta, CFA
Managing Director
E-mail: ngupta@ssgca.com
(610) 940-2663

Matthew J. Arden
Vice President
E-mail: marden@ssgca.com
(610) 940-5808

Patrick D. Swanick
Associate
E-mail:pswanick@ssgca.com
(610) 940-6067

Samuel P. Charlton
Analyst
E-mail:scharlton@ssgca.com
(610) 940-1072

               About Electric Last Mile Solutions

Electric Last Mile Solutions, Inc. (Nasdaq: ELMS) has been focused
on defining a new era in which commercial vehicles run clean as
connected and customized solutions that make businesses more
efficient and profitable. ELMS' first vehicle, the Urban Delivery,
was anticipated to be the first Class 1 commercial electric vehicle
in the U.S. market.  On the Web: http://www.electriclastmile.com/


Troy, Michigan-based Electric Last Mile Solutions, Inc., wholly
owns Electric Last Mile, Inc., the operating subsidiary.

Electric Last Mile Solutions and Electric Last Mile Inc. filed for
Chapter 7 bankruptcy (Bankr. D. Del. Case No. 22-10537 and
22-10538) on June 14, 2022.

Electric Last Mile Inc. estimated $50 million to $100 million in
assets and liabilities as of the bankruptcy filing.  Electric Last
Mile Solutions estimated less than $50,000 in assets and debt.

The Debtors' counsel:

         Kara Hammond Coyle
         Young Conaway Stargatt & Taylor LLP
         Tel: (302) 571-6600
         E-mail: bankfilings@ycst.com

                  About SSG Capital Advisors

SSG Capital Advisors, LLC, is an independent boutique investment
bank that assists middle-market companies and their stakeholders in
completing special situation transactions.  It provides clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation, and strategic advisory.
SSG has a proven track record of closing over 400 transactions in
North America and Europe and is a leader in the industry.

Securities are offered through SSG Capital Advisors, LLC (Member
SIPC, Member FINRA).  All other transactions are effectuated
through SSG Advisors, LLC, both of which are wholly owned by SSG
Holdings, LLC. SSG is a registered trademark for SSG Capital
Advisors, LLC and SSG Advisors, LLC.


EMERALD SEVEN: Plan Disclosures Inadequate, Trustee Says
--------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, objects
to the proposed Disclosure Statement of Emerald Seven, LLC.  The
Disclosure Statement fails to contain "adequate information" upon
which the parties in interest will be able to make an informed
judgment about the Plan.

The U.S. Trustee points out that the Disclosure Statement, states
that "until the CDTFA's Demurrer and its Motion to Strike Jury
Trial Demand are heard on December 13, 2022, it is hard to know
what will happen in this case and to the Premises."  On Nov. 22,
2022, the CDFTA filed an opposition to the DS which states, inter
alia, that the Debtor just amended its complaint on November 18,
which moots the demurrer filed by the CDFTA.  The CDFTA will now
have to obtain a new hearing date which it estimates will not be
until April 2023.  Accordingly, the uncertainty regarding the
outcome of the state court litigation remains.

The U.S. Trustee further points out that the Disclosure Statement
acknowledges the CDFTA's disputed secured claim in the amount of
$275,984 and the disputed priority tax claim in the amount of
$517,249, the Plan does not provide any reserve or sinking fund for
these claims. Accordingly, the DS and Plan need to be revised to
set up a reserve fund for these disputed claims in an amount to be
determined by the Court.

The U.S. Trustee asserts that this of course highlights the
pronounced feasibility issues in this case. The Debtor's most
recently filed monthly operating report states that the Debtor has
less than $1,000 in cash on hand. Accordingly, the Debtor has
insufficient funds to pay Effective Date payments of $25,000 to
professionals, let alone make reserve fund payments for the CDFTA's
claims.

Attorney for the U.S. Trustee:

     Michael Hauser, Esq.
     Ronald Reagan Federal Building
     411 West Fourth Street, Suite 7160
     Santa Ana, CA 92701-8000
     Tel: (714) 338-3400
     Fax: (714) 338-3421
     E-mail: Michael.Hauser@usdoj.gov

                       About Emerald Seven

Emerald Seven, LLC, owns the commercial property located at 8821
Norwalk Boulevard, Whittier, CA 90606. Jimmy Duong is the sole
managing member, sole director, and sole owner of the Debtor with
the authority to make decisions on behalf of Emerald Seven.

Emerald Seven, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 22-10348) on March 1, 2022.

The Debtor is represented by Summer Shaw, Esq. of SHAW & HANOVER,
PC.


EMPACADORA Y PROCESADORA: May Use Cash Collateral Thru Jan 2023
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico entered
an order authorizing Empacadora y Procesadora del Sur, Inc. to
continue using cash collateral through January 31, 2023 in
accordance with its agreement with Banco Popular de Puerto Rico.

The parties agreed to a further extension of their Second
Stipulation Extension up to and including January 31, 2023,
pursuant to the Budget.

During the period the Debtor will be authorized to use the cash
collateral solely to satisfy the permitted expenditures detailed
and described in the Budget. BPPR's consent to the use of cash
collateral and the Debtors' right to use the cash collateral on a
consensual basis will terminate automatically on the earlier of:

     a. the occurrence of an Event of Default;
     b. the occurrence of the Effective Date of the Plan or
     c. January 31, 2023.

For the period of October 31, 2022, until January 31, 2023, the
Debtors will make four monthly adequate protection payments to BPPR
in the amount of $24,907 on the last day of each month, namely,
October 31, 2022, November 30, 2022, December 31, 2022, and January
31, 2023, which will be applied to the principal balance of the
Loan.

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

A copy of the order is available at https://bit.ly/3uBoSD3 from
PacerMonitor.com.

           About Empacadora Y Procesadora Del Sur, Inc.

Empacadora Y Procesadora Del Sur, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No.
22-00354) on February 15, 2022. In the petition signed by Carlos C.
Rodriguez Alonso, president, the Debtor disclosed $11,604,565 in
assets and $10,598,204 in liabilities.

Judge Maria De Los Angeles Gonzalez oversees the case.

Alexis Fuentes Hernandez, Esq., at Fuentes Law Office, represents
the Debtor as counsel.


ESSI, LLC: Court OKs Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
ESSI, LLC d/b/a Engineered Security Systems, to use cash collateral
on an interim basis in accordance with the budget.

The Debtor requires immediate authority to use cash collateral to
continue their business operations without interruption.

As adequate protection for use of cash collateral, Truist Bank is
granted replacement liens pursuant to sections 361 and 363 of the
Bankruptcy Code, to the extent of any diminution in the value of
Truist Bank's collateral, with the same priority in the Debtor's
post-petition collateral, and proceeds thereof, that Truist Bank
held in the Debtor's prepetition collateral, subject to the
Carve-Out.

As additional adequate protection, Truist Bank will also receive
monthly payments of accrued post-petition interest at the
contractual variable interest rate, currently approximately $4,000,
on the tenth day of each month after entry of the Order. To the
extent Truist Bank does not have perfected liens on the collateral
and/or there is no diminution in the value of Truist Bank's
collateral, the Debtor reserves the right to seek to disgorge such
adequate protection payments.

On the first of each month after entry of the Order, Truist Bank
will provide an accounting of the contractual interest owed in
arrears for the prior month. As adequate protection for use of cash
collateral during the Interim Period, to the extent the U.S. Small
Business Administration has a valid prepetition lien, the SBA is
granted replacement liens pursuant to sections 361 and 363 of the
Bankruptcy Code, to the extent of any diminution in the value of
SBA's collateral, in the Debtor's post-petition collateral, and
proceeds thereof, that SBA held in the Debtor's prepetition
collateral and in the same priority therewith, subject to the
Carve-Out.

The replacement liens and security interests granted are
automatically deemed perfected without the necessity of Truist Bank
taking possession, filing financing statements, mortgages, or other
documents.

A final hearing on the matter is set for January 18, 2023 at 10
a.m.

A copy of the order is available at https://bit.ly/3hb8lma from
PacerMonitor.com.

                      About ESSI, LLC

ESSI, LLC is a life safety and security firm that designs,
installs, and monitors integrated systems. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Case No. 22-18943) on November 10, 2022. In the petition
signed by Steven San Filippo, chief restructuring officer, the
Debtor disclosed up to $10 million in both assets and liabilities.

Judge Vincent F. Papalia oversees the case.

John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C., serves as
the Debtor's counsel.



FAST RADIUS: Gets OK to Hire Bayard as Bankruptcy Co-Counsel
------------------------------------------------------------
Fast Radius, Inc. and its affiliates received approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Bayard,
P.A. as co-counsel with DLA Piper, LLP (US).

The firm's services include:

     a. providing legal advice to the Debtors with respect to legal
disputes in which conflicts of interest prevent representation by
DLA; and

     b. negotiating, drafting, and pursuing all litigation and
documentation necessary in conjunction with such legal disputes.

The firm will be paid at these rates:

     Daniel N. Brogan (Director)      $575 per hour
     Gregory J. Flasser (Associate)   $475 per hour
     Maria Kotsiras (Associate)       $350 per hour
     Kristin McCloskey (Paralegal)    $305 per hour    
     Rebecca Hudson (Paralegal)       $305 per hour

Daniel Brogan, director at Bayard, disclosed in court filings that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Bayard can be reached at:

     Daniel N. Brogan, Esq.
     Bayard, P.A.
     600 N. King Street, Suite 400
     P.O. Box 25130
     Wilmington, DE 19899
     Tel: (302) 429-4242
     Email: dbrogan@bayardlaw.com

                      About Fast Radius

Fast Radius, Inc. is a cloud manufacturing and digital supply chain
company in Chicago, Ill.

Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and
Fast Radius PTE Ltd., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on
Nov. 7, 2022. In the petition signed by Patrick McCusker,
authorized signatory, Fast Radius, Inc. disclosed $69.329 million
in assets and $55.212 in liabilities.

The Debtors tapped DLA Piper LLP (US) and Bayard, P.A. as legal
counsels; Lincoln Partners Advisors, LLC as investment banker;
Alvarez & Marsal North, America, LLC as financial advisor; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.

The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 18,
2022. The committee is represented by Potter Anderson Corroon, LLP.


FAST RADIUS: Gets OK to Hire DLA Piper as Bankruptcy Counsel
------------------------------------------------------------
Fast Radius, Inc. and its affiliates received approval from the
U.S. Bankruptcy Court for the District of Delaware to hire DLA
Piper, LLP (US) as their legal counsel.

The firm's services include:

     (a) advising the Debtors of their rights, powers and duties
while operating and managing their business and property under
Chapter 11 of the Bankruptcy Code;

     (b) preparing legal documents and reviewing all financial
reports to be filed in the Debtors' Chapter 11 cases;

     (c) advising the Debtors concerning, and preparing responses
to, applications, motions, other pleadings, notices and other
papers that may be filed by other parties in their Chapter 11
cases;

     (d) advising the Debtors with respect to, and assisting in the
negotiation and documentation of, asset purchase agreements or
other definitive deal documentation, financing agreements, and
related transactions;

     (e) advising the Debtors regarding actions to collect and
recover property for the benefit of their estates;

     (f) advising the Debtors concerning executory contract and
unexpired lease assumption and assignment or rejection;

     (g) assisting the Debtors in reviewing, estimating and
resolving claims asserted against their estates;

     (h) assisting the Debtors in complying with applicable laws
and governmental regulations; and

     (i) providing other legal services to the extent requested by
the Debtors.

The firm will charge these hourly fees:

     Rachel Ehrlich Albanese  Partner    $1,270 per hour
     R. Craig Martin          Partner    $1,270 per hour
     W. Benjamin Winger       Partner    $1,125 per hour
     David Riley              Associate  $1,050 per hour
     Scott Layfield           Associate  $1,025 per hour
     Shelby Nace              Associate  $910 per hour
     Robert Moskalewicz       Associate  $750 per hour
     Daniel Trager            Law Clerk  $610 per hour
     Carolyn Fox              Paralegal  $360 per hour

Richard Chesley, Esq., a partner at DLA Piper, disclosed in court
filings that his firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Rachel Ehrlich Albanese, Esq.
     DLA Piper, LLP (US)
     1251 Avenue of the Americas
     New York, NY 10020
     Phone: 212-335-4775
     Fax: +1 212 884 8575
     Email: Rachel.albanese@us.dlapiper.com

                      About Fast Radius

Fast Radius, Inc. is a cloud manufacturing and digital supply chain
company in Chicago, Ill.

Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and
Fast Radius PTE Ltd., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on
Nov. 7, 2022. In the petition signed by Patrick McCusker,
authorized signatory, Fast Radius, Inc. disclosed $69.329 million
in assets and $55.212 in liabilities.

The Debtors tapped DLA Piper LLP (US) and Bayard, P.A. as legal
counsels; Lincoln Partners Advisors, LLC as investment banker;
Alvarez & Marsal North, America, LLC as financial advisor; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.

The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 18,
2022. The committee is represented by Potter Anderson Corroon, LLP.


FAST RADIUS: Seeks to Hire Alvarez & Marsal as Financial Advisor
----------------------------------------------------------------
Fast Radius, Inc. and its affiliates received approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Alvarez
& Marsal North America, LLC as their financial advisor.

The firm's services include:

     a. assistance to the Debtors in the preparation of
financial-related disclosures required by the court, including the
Debtors' schedules of assets and liabilities, statements of
financial affairs and monthly operating reports;

     b. assistance to the Debtors with reporting required for the
Debtors' use of cash collateral;

     c. assistance with the identification and implementation of
short-term cash management procedures;

     d. advisory assistance in connection with the development and
implementation of key employee compensation and other critical
employee benefit programs;

     e. assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with respect
to the affirmation or rejection of each;

     f. assistance to the Debtors' management team and counsel
focused on the coordination of resources related to the ongoing
reorganization effort;

     g. assistance in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which court
approval is sought;

     h. attendance at meetings and assistance in discussions with
potential investors, banks, any official committees, the U.S.
Trustee and other parties;

     i. analysis of creditor claims;

     j. assistance in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization;

     k. assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;

     l. assistance in the analysis or preparation of information
necessary to assess the tax attributes related to the confirmation
of a plan of reorganization;

     m. litigation advisory services with respect to accounting and
tax matters, along with expert witness testimony on case related
issues as required by the Debtors; and

     n. other general business consulting services.

Alvarez & Marsal will be paid at these rates:

     Managing Directors      $975 - $1,295 per hour
     Directors               $750 - $950 per hour
     Analysts/Associates     $425 - $750 per hour

The firm received $150,000 as a retainer.

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

The firm can be reached through:

     Brian Whittman
     Alvarez & Marsal North America, LLC
     540 West Madison Street, Suite 1800
     Chicago, IL 60661
     Telephone: 312 601 4220
     Facsimile: 312 332 4599
     Email: bwhittman@alvarezandmarsal.com

                      About Fast Radius

Fast Radius, Inc. is a cloud manufacturing and digital supply chain
company in Chicago, Ill.

Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and
Fast Radius PTE Ltd., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on
Nov. 7, 2022. In the petition signed by Patrick McCusker,
authorized signatory, Fast Radius, Inc. disclosed $69.329 million
in assets and $55.212 in liabilities.

The Debtors tapped DLA Piper LLP (US) and Bayard, P.A. as legal
counsels; Lincoln Partners Advisors, LLC as investment banker;
Alvarez & Marsal North, America, LLC as financial advisor; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.

The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 18,
2022. The committee is represented by Potter Anderson Corroon, LLP.


FAST RADIUS: Seeks to Hire Lincoln Partners as Investment Banker
----------------------------------------------------------------
Fast Radius, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Lincoln
Partners Advisors, LLC as their investment banker.

The Debtor requires the services of an investment banker for these
potential transactions:

   a. With respect to a sale transaction:

     (a) identify potential parties who might be interested in
entering into a transaction;

     (b) assist with preparing an information memorandum describing
the Debtors for delivery to potential parties to a transaction;

     (c) formulate and recommend a strategy for a potential
transaction;

     (d) elicit interest from potential parties to a transaction;

     (e) convey information desired by potential parties to a
transaction;

     (f) review and evaluate potential parties to a transaction;
and

     (g) review and analyze proposals regarding a potential
transaction.

    b. With respect to a financing transaction:

     (a) advise the Debtors regarding an appropriate capital
structure, including the potential pricing and terms for any new
debtor-in-possession facility, senior debt, junior capital or
equity securities;

     (b) identify finance sources who might participate in a
financing transaction;

     (c) assist with preparing an information memorandum describing
the Debtors for delivery to financing sources;

     (d) formulate and recommend a strategy for a potential
financing transaction;

     (e) elicit interest from various financing sources, including
senior lenders, junior capital providers or equity investors, as
appropriate;

     (f) convey information desired by financing sources; and

     (g) review and analyze all proposals received from financing
sources relating to a financing transaction.

   c. With respect to a restructuring transaction:

     (a) assist in developing a restructuring plan;

     (b) assist in structuring any securities to be issued pursuant
to the restructuring plan;

     (c) assist in negotiating the restructuring plan with lenders,
creditors and other interested parties;

     (d) assist in developing any plan of reorganization; and

     (e) participate in hearings before the court, as necessary.

The firm will be paid as follows:

     (a) A monthly fee of $100,000.

     (b) A fee of $1,500,000 plus (i) 1.0 percent of the enterprise
value from $30,000,000 to $50,000,000; (ii) 2.0 percent of the
enterprise value from $50,000,001 to $100,000,000, and (iii) 3.0
percent of the enterprise value in excess of $100,000,001, if a
sale transaction is consummated.

     (c) A fee equal to the sum of (i) 2.5 percent of the committed
amount of any secured debt, and (ii) 3.5 percent of the committed
amount of any preferred stock, or common stock raised, if a
financing transaction is consummated.

     (c) A fee equal to $1,250,000 if a restructuring transaction
is consummated.

In addition, Lincoln will be reimbursed for its out-of-pocket
expenses.

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

The firm can be reached through:

     Brendan J. Murphy
     Lincoln Partners Advisors LLC
     110 North Wacker Drive, 51st Floor
     Chicago, IL 60606
     Phone: +1 (212) 257-7751
     Email: bmurphy@lincolninternational.com

                      About Fast Radius

Fast Radius, Inc. is a cloud manufacturing and digital supply chain
company in Chicago, Ill.

Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and
Fast Radius PTE Ltd., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on
Nov. 7, 2022. In the petition signed by Patrick McCusker,
authorized signatory, Fast Radius, Inc. disclosed $69.329 million
in assets and $55.212 in liabilities.

The Debtors tapped DLA Piper LLP (US) and Bayard, P.A. as legal
counsels; Lincoln Partners Advisors, LLC as investment banker;
Alvarez & Marsal North, America, LLC as financial advisor; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.

The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 18,
2022. The committee is represented by Potter Anderson Corroon, LLP.


FIRST BRANDS: Moody's Rates New $300MM First Lien Term Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to First Brands
Group, LLC's $300 million non-fungible first lien term loan due
2027. The company's existing ratings, including the B2 corporate
family rating, are unchanged at this time. The outlook remains
positive.

Proceeds from the $300 million incremental term loan will be used
to further bolster the company's liquidity, which Moody's views as
very good. Moody's expects First Brands to use the excess liquidity
to support both organic growth investments and the opportunistic
pursuit of tuck-in acquisitions. Including the proposed $300
million term loan, First Brands has added about $850 million in
incremental first lien debt over the past twelve months.

The positive outlook reflects Moody's expectation that First Brands
will continue to effectuate cost savings over the next several
quarters, which will grow earnings and improve debt/EBITDA towards
4x from about 4.5x at the end of September 30, 2022. Moody's notes
that First Brands' EBITDA is heavily-adjusted and will look for
cost savings to be realized and sustained in reported results.

Further, Moody's believes First Brands' exposure to the automotive
aftermarket with largely non-discretionary products should provide
revenue stability over the next twelve months despite broader
macroeconomic challenges.

Assignments:

Issuer: First Brands Group, LLC

Senior Secured First Lien Term Loan, Assigned B1 (LGD3)

RATINGS RATIONALE

First Brands' ratings reflect the company's large scale as a
predominately automotive aftermarket parts supplier, good margin
and history of debt funded acquisitions. Moody's believes that
First Brands currently has a sizeable enough position as a
manufacturer of largely non-discretionary products (brakes, wipers,
filters, etc.) to focus on organic growth and cross selling
opportunities. Further, any acquisitions in the near-term will be
more tuck-in based and will likely be funded by the company's
significant cash balance, much like the July 2022 acquisition of
wiper manufacturer Pylon.

First Brands' good margin has been largely supported by substantial
cost saving initiatives following acquisitions, primarily through
facilities consolidation, product insourcing and procurement
efficiencies. Moody's expects First Brands to maintain efficiencies
as a significantly larger company, which should preserve the
company's margins in the face of higher raw material and labor
costs.

Moody's views First Brands' liquidity as very good. The company's
liquidity is supported by a sizable cash position following
incremental debt raises over the past 12 months. In addition, First
Brands maintains a $250 million asset-based facility (ABL) that is
expected to remain undrawn. Moody's expects the company to generate
at least $150 million in free cash flow in 2023. However, the
company's working capital needs could become much greater should it
win substantial new business over the next twelve months.

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

The ratings could be upgraded if First Brands maintains a less
aggressive financial policy of debt funded acquisitions and
sustains its realized cost savings such that EBITA margins exceed
20%. The ratings could also be upgraded if debt/EBITDA approaches
4x and good liquidity is maintained with free cash flow to debt in
the high single digit range.

The ratings could be downgraded if Moody's anticipates inability
for the company to maintain realized cost savings and expects a
material deterioration in EBITA margin. Metrics that could result
in a rating downgrade include free cash flow to debt below 3% or
debt/EBITDA sustained above 6x.

The principal methodology used in this rating was Automotive
Suppliers published in May 2021.

First Brands Group, LLC, headquartered in Cleveland, OH, is a
leading manufacturer and distributor of primarily aftermarket
component parts for the automotive and other industrial equipment
markets. The company's products include wipers, air and oil
filters, water and fuel pumps, brake drums and rotors, spark plugs
and gas springs.


FIRST CHICAGO: A.M. Best Affirms 'bb' LongTerm Issuer Rating
------------------------------------------------------------
AM Best has affirmed the Financial Strength Rating (FSR) of B
(Fair) and the Long-Term Issuer Credit Rating (Long-Term ICR) of
"bb" (Fair) of First Chicago Insurance Company (FCIC).
Concurrently, AM Best has upgraded the Long-Term ICR to "b+"
(Marginal) from "b" (Marginal) and affirmed the FSR of C++
(Marginal) of United Security Health and Casualty Insurance Company
(USHC), a wholly owned subsidiary of FCIC. The outlook of these
Credit Ratings (ratings) is stable. Both companies are domiciled in
Bedford Park, IL.

The ratings of FCIC reflect its balance sheet strength, which AM
Best assesses as adequate, as well as its adequate operating
performance, limited business profile and marginal enterprise risk
management (ERM).

The ratings affirmation reflects FCIC's ability to maintain
risk-adjusted capitalization supportive of the overall balance
sheet strength despite erosion in 2022. As of the third quarter
2022, surplus declined primarily due to underwriting losses and to
a lesser extent, unrealized capital losses related to equity
investments. The shift, coupled with premium growth in excess of
industry thresholds caused risk-adjusted capitalization to decline
to the strong level from very strong, as measured by Best's Capital
Adequacy Ratio (BCAR). Though lower, the result does not pressure
the overall balance sheet strength assessment. AM Best will
continue to closely monitor FCIC's BCAR score at interim periods to
ensure it remains supportive, as the capital position remains
highly sensitive to premium growth. The company's underwriting
leverage results continued to trend higher in 2022 and remain
significantly elevated when compared to the private passenger
non-standard auto composite. Leading up to 2022, the company
reported surplus growth in each of the preceding five years.

While the FCIC's combined ratio through the third quarter 2022
deteriorated due to the underwriting losses, operating performance
is expected to remain in line with adequate-level performers.
FCIC's limited business profile reflects operations that are
largely focused on non-standard auto and taxi livery business with
a geographic footprint concentrated in Midwestern states. FCIC's
management continues to enhance the ERM framework and integrate a
more formalized structure into its process.

The ratings of USHC reflect its balance sheet strength, which AM
Best assesses as weak, as well as its marginal operating
performance, limited business profile and marginal ERM.

The upgrade of USHC's Long-Term ICR reflects upward movement in the
business profile assessment following a strategic shift to focus on
non-standard auto business, which the company has had a
long-standing history with, while exiting the short-term health
segment. With material growth, some uncertainty remains regarding
the impact on operating results; however, the company has been
profitable in 2022.

The balance sheet strength assessment reflects the uncertainty
regarding management's willingness to maintain prudent underwriting
leverage given the company's track record of aggressive growth,
although these measures are currently below the composite averages.
Nonetheless, risk-adjusted capitalization remains at the strongest
level, as measured by BCAR. Operating performance reflects moderate
volatility, particularly as it relates to underwriting results with
losses reported in three of the last five years. The ERM program is
coordinated with FCIC and continues to evolve.


FLUOR CORP: Moody's Alters Outlook on 'Ba1' CFR to Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of Fluor Corporation
including its Ba1 corporate family rating, Ba1-PD probability of
default rating, the Ba1 senior unsecured notes rating, and affirmed
the Not Prime (NP) short-term commercial paper rating. The
Speculative Grade Liquidity rating ("SGL") of SGL-1 remains
unchanged. The ratings outlook has been revised to stable from
negative.

"The revision of Fluor's rating outlook to stable reflects an
improving risk and margin profile resulting from a higher
proportion of reimbursable work in its contract backlog, as well as
an expected reduction in gross leverage", said Sandeep Sama,
Moody's Vice President – Senior Analyst and lead analyst for
Fluor, adding that "a track record of operating performance with
higher margins and consistent project execution could lead to
positive rating momentum".

Affirmations:

Issuer: Fluor Corporation

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Senior Unsecured Commercial Paper, Affirmed NP

Senior Unsecured Regular Bond/Debentures, Affirmed Ba1 (LGD4)

Outlook Actions:

Issuer: Fluor Corporation

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Fluor's Ba1 CFR is supported by its significant scale and broad
capabilities across a wide range of end-markets and geographies,
its sizable order backlog, and very good liquidity. The rating is
also supported by the company's cost cutting actions, as well as
improved project selection approach, which reduces risk. Fluor's
rating is constrained by the elevated risk associated with some of
its large and complex projects which have led to charges over the
last few years, along with its historically low margins, which
provide limited flexibility in dealing with unforeseen issues
arising from fixed-price contracts.

Fluor's target to increase the proportion of reimbursable work in
its backlog to more than 75% by 2024 will reduce the risk profile
of its business and make earnings and cash flow more predictable.

While Moody's sees positive momentum building on this front in
recent quarters based on greater proportion of reimbursable work in
recently booked contract awards, continued recognition of charges
associated with legacy projects, with the potential for more in the
next few years, is a constraint to a higher rating at this time.

Moody's expects Fluor's backlog to continue to improve over the
next 12-18 months, supported by some of the Limited Notice To
Proceed (LNTP) awards that Fluor is already working on getting
converted into firm awards. Moody's expects that this backlog
increase combined with better embedded margins and improved project
selection will result in higher EBITDA in 2023.  

Fluor's SGL-1 rating reflects its very good liquidity profile with
a significant cash and marketable securities balance of $2.6
billion as of September 2022 and no borrowings on its credit
facility. It had $332 million of letters of credit outstanding
under its $1.8 billion credit facility that matures in February
2025. The credit facility has a few maintenance covenants including
a maximum debt-to-capital ratio of 60% and minimum liquidity of
$1.2 billion. Moody's expect the company to easily remain in
compliance with these covenants over the next 12 to 18 months.

Fluor also has access to additional sources of liquidity over the
medium-term including – potential to monetize part of its 57%
ownership stake in NuScale Power, which is a provider of nuclear
small modular reactor (SMR) technology, and potential to receive
cash dividends from certain non-fully consolidated joint ventures.

The stable outlook reflects Moody's expectation for continued
improvement in Fluor's order backlog with increasing proportion of
reimbursable work, improved margins, and gross debt reduction,
while maintaining strong liquidity.

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

Moody's could upgrade Fluor's ratings if the company demonstrates a
more consistent operating performance with minimal charges
associated with legacy projects, improves and sustains margins,
increases the proportion of reimbursable work in its contract
backlog, maintains strong liquidity, and sustains adjusted leverage
below 2.5x and interest coverage above 6.0x.

Fluor's ratings could be downgraded if its operating performance
and credit metrics fail to materially strengthen and its adjusted
leverage ratio is sustained above 3.5x, its interest coverage below
4.0x or it fails to maintain a very strong liquidity profile.

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

Headquartered in Irving, Texas, Fluor Corporation provides
engineering, procurement, construction and maintenance (EPCM)
services globally and is a large contractor to the US government.
The company generated $11.9 billion in revenues for the LTM period
ended September 2022 and had a backlog of $25.4 billion.

Its revenues are reported in four business segments: Energy
Solutions (44% of 9-month revenues, 40% of September 30, 2022
backlog), Urban Solutions (27%, 30%), Mission Solutions (18%, 24%),
and Other (11%, 6%). Its geographic revenue breakdown was 63% in
North America, 17% in Europe, 8% in Asia Pacific, 10.30% in Central
& South America and 1.7% in the Middle East & Africa.


FORUM ENERGY: Closes Sale-Leaseback Transaction
-----------------------------------------------
Forum Energy Technologies, Inc. said it has closed a sale of four
manufacturing and distribution centers located in Texas and
Louisiana.  The properties will remain an integral part of FET's
operations strategy going forward.  In connection with the sale,
the Company entered into a long-term lease agreement.  The net
sales proceeds from the transaction totaled approximately $32
million.

Neal Lux, president and chief executive officer, remarked, "This
transaction generates value for our stakeholders at an EBITDA
multiple over ten times future annual lease payments.  These sale
proceeds and our projected second half 2022 free cash flow
represent a $60 to $70 million net debt reduction since June 30,
2022.  Our capital light business model provides significant
flexibility to use the sale proceeds and free cash flow generated
to improve our balance sheet and fund growth opportunities."

                        About Forum Energy

Forum Energy Technologies, Inc. -- www.f-e-t.com -- is a global
oilfield products company, serving the drilling, downhole, subsea,
completions and production sectors of the oil and natural gas
industry.  The Company's products include highly engineered capital
equipment as well as products that are consumed in the drilling,
well construction, production and transportation of oil and natural
gas.  Forum is headquartered in Houston, TX with manufacturing and
distribution facilities strategically located around the globe.

Forum Energy reported a net loss of $82.65 million for the year
ended Dec. 31, 2021, a net loss of $96.89 million for the year
ended Dec. 31, 2020, a net loss of $567.06 million for the year
ended Dec. 31, 2019, a net loss of $374.08 million for the year
ended Dec. 31, 2018, a net loss of $59.40 million for the year
ended Dec. 31, 2017, and a net loss of $81.95 million for the year
ended Dec. 31, 2016.  As of Sept. 30, 2022, the Company had $790.25
million in total assets, $487.64 million in total liabilities, and
$302.60 million in total equity.

                            *    *    *

In July 2022, Moody's Investors Service changed Forum Energy
Technologies, Inc.'s outlook to positive from stable. Concurrently,
Moody's affirmed Forum's Corporate Family Rating at Caa1.  "The
change in Forum's rating outlook reflects our expectation that
Forum will grow EBITDA through 2023, driving improved leverage,"
said Jonathan Teitel, Moody's analyst.

As reported by the TCR on Aug. 22, 2022, S&P Global Ratings revised
its outlook to positive from stable and affirmed the 'CCC+' issuer
credit rating on Forum Energy Technologies Inc.  "The positive
outlook reflects our view that Forum's credit measures will
continue to improve over the next 12 months, based on more
supportive sector conditions, with funds from operations (FFO) to
debt of about 12% in 2022," S&P said.


FR BR HOLDINGS: Fitch Cuts LongTerm Issuer Default Rating to 'CCC+'
-------------------------------------------------------------------
Fitch Ratings has downgraded FR BR Holdings, L.L.C.'s Long-Term
Issuer Default Rating (IDR) to 'CCC+' from 'B-'. In addition, Fitch
has downgraded FR BR's $460 million senior secured Term Loan B due
2023 to 'CCC+'/'RR4' from 'B-'/'RR4'.

The downgrade reflects near-term refinancing risk related to the
upcoming December 2023 term loan maturity as the management has not
proactively addressed the maturity prior to it becoming current.
Fitch now projects the dividend from Blue Racer Midstream, LLC
(B+/Stable), FR BR's sole source of cash flow, would not step up
until the beginning of 2024 due to leverage test restrictions. This
is almost a year later than its previous projections, increasing
the refinancing risk.

FR BR could face unfavorable refinancing markets next year in
particular if the leverage at Blue Racer does not continue to
improve in the next several months as expected. Further delays of
the refinancing beyond the next several months could result in
additional rating downgrades FR BR.

KEY RATING DRIVERS

Significant Refinancing Risk: Near-term refinancing risk is a key
concern for FR BR and the driver of the rating change. Fitch
previously expected that the maturity will be refinanced prior to
becoming current. Under the current Blue Racer dividend policy,
Fitch does not project any excess cash flow that would support
material amortization prior to December 2023 maturity. A
refinancing/extension of the current term loan will be needed to
repay the maturing debt. FR BR could face unfavorable refinancing
markets next year in particular if the leverage at Blue Racer does
not continue to improve and fall to below 4.0x by the end of 2023.

Blue Racer was able refinance its 2022 maturities in late
2020/early 2021 addressing 77% of its outstanding debt that was
maturing in 2022. In April 2021, the company amended and extended
its credit revolving facility reducing it from $1 billion to $750
million and extending it for another three years until April 2025.
Absence of the refinancing risk at Blue Racer and favorable
commodity environment should provide some support for FR BR's
refinancing.

Blue Racer's Dividend Restrictions: Current limitations on Blue
Racer's dividends have pressured FR BR's leverage metrics in the
past two years. Under the sponsor approved policy and Blue Racer's
covenant restrictions, if the consolidated leverage, as measured by
total debt /operating EBITDA at Blue Racer is greater than 4.0x,
dividends to will be limited to the greater of 50% of the net
income or up to $98 million annual dividend, of which 50% gets
distributed to FR BR. Under the rating case, Fitch projects flat
dividends of $11 million-$12 million through 2023.

Leverage for Blue Racer for the LTM ended Sept. 30, 2022, as
measured by EBITDA leverage under Fitch's calculation, was 4.6x.
Fitch now estimates that Blue Racer's leverage will remain above
4.0x through 2023 preventing a dividend increase to FR BR. Reduced
capital spending and economic headwinds faced by exploration and
production producers in the past couple of years coupled with the
overall focus on capital preservation and debt reduction, have
pushed out volume growth at Blue Racer into early 2023 vs. previous
expectations of 2H22, pushing out the deleveraging plan.

High Leverage: FR BR's leverage for the LTM ended Sept. 30, 2022,
as measured by Fitch calculated EBITDA leverage, was 9.8x, versus
8.0x for the same time in 2021 (4.6x for the same time in 2020).
Under FR BR's note provisions, the excess cash flow sweep provision
mandates FR BR to sweep 75% of its excess cash flow when leverage
is above 6.5x to prepay the notes, but given the flat dividend
payments expected in 2022 and 2023, Fitch does not expect there
will be a significant debt amortization prior to the maturity in
2023. Fitch expects that the distributions in 2022 and 2023 will
keep leverage at FR BR above 9.0x.

FR BR's debt service coverage ratio (DSCR) and Interest coverage
ratio are projected to be around 1.1x-1.2x in 2022-2023. DSCR as of
Sept. 30, 2022 was 1.38x versus minimum coverage required of 1.1x.
Although FR BR hedged a portion of its term loan through May 2023,
projected higher interest rates are expected to result in further
coverage compression in 2023.

Structural Subordination and Cash Flow Concentration: The dividends
from Blue Racer are FR BR's sole source of cash flow with no
diversity in the revenue stream. FR BR's term loan is effectively
subordinate to the operating and cash flow needs at Blue Racer, as
well as any borrowings on Blue Racer's $750 million revolving
credit facility and $900 million senior unsecured notes.

Ratings reflect the credit quality of the cash flow stream from
Blue Racer, a midstream operator in the Appalachian Basin that is
subject to volume risk and limited by the size and scale of its
operations. Blue Racer's revenue and cash flow come from mostly 'B'
to 'BB' rated counterparties. Any outsized events or financial
distress at Blue Racer resulting in material additional dividend
reduction could further impair cash flow to FR BR.

Continued Sponsor Support: In November 2020, Williams purchased 41%
of Caiman's interest, increasing its share in Blue Racer to 50%
from the original 29% interest through its stake in Caiman. Fitch
believes the acquisition provides opportunities to improve the
utilization of Blue Racer's assets, as witnessed by the recent
agreement to shift some of the processing volumes to Blue Racer's
facilities. Longer term it could provide an exit opportunity for FR
BR.

DERIVATION SUMMARY

The closest direct comparable for FR BR within Fitch's midstream
coverage universe is GIP III Stetson I, L.P. and GIP III Stetson
II, L.P. (collectively GIP Stetson; B/Stable). GIP Stetson's sole
source of cash flow is its quarterly dividend payments from a
non-controlling, minority interest in EnLink Midstream LLC
(BB+/Positive). For GIP Stetson, its IDRs and ratings reflect
structural subordination, in which GIP Stetson's term loan is
junior to the senior debt and preferred security at EnLink, a
similar cash flow structure to FR BR. GIP Stetson's dividend was
cut by over 50% in 1Q20, triggering a spike in leverage, similar to
FR BR. Subsequently, EnLink raised its dividend earlier this year
following strong cash flow generation, supporting deleveraging at
GIP Stetson.

Compared to FR BR, GIP Stetson has a lower EBITDA leverage
improving to below 9.0x in 2022. Fitch forecasts FR BR's
stand-alone EBITDA leverage to remain above 9.0x in 2023. In
addition, refinancing risk at FR BR is larger than at GIP
Stetson's. While GIP Stetson currently has a manageable refinancing
risk with its term loan has maturing in 2025, FR BR has an
approaching maturity for its term loan due in December 2023.
Refinancing or sale of assets at FR BR will be needed to repay the
maturity. Fitch projects that GIP Stetson will deleverage faster in
the next couple of years than FR BR, which should further reduce
refinancing risk.

KEY ASSUMPTIONS

- Base case distributions to FR BR are consistent with Fitch's base
case dividends paid from Blue Racer and account for FR BR's 50%
ownership stake;

- The loan is repaid based on the cash sweep requirements under the
term loan agreement;

- The loan is refinanced at maturity in 2023;

- Base interest rate applicable to the asset-based credit facility
reflects the Fitch Global Economic Outlook, e.g., 5% for 2023 and
3.5% for 2024;

There have been a limited number of bankruptcies and
reorganizations within the midstream space, but bankruptcies at
Azure Midstream and Southcross Holdco had multiples between 5x and
7x by Fitch's best estimates. In its recent Bankruptcy Case Study
Report, "Energy, Power and Commodities Bankruptcies Enterprise
Value and Creditor Recoveries," published in September 2022, the
median enterprise valuation exit multiple for the 51 energy cases
with sufficient data to estimate was 5.3x, with a wide range of
multiples observed;

For the Recovery Rating, Fitch utilized a going-concern (GC)
approach with a 5x EBITDA multiple, which reflects the fact that
there is a structural subordination at FR BR; Fitch assumed a
default is caused by the company not being proactive in refinancing
2023 loan maturity and a cataclysmic negative event in commodity
markets leading to a default at FR BR and a restructuring of the
term loan. The GC EBITDA is estimated at roughly $41 million. Fitch
calculated administrative claims to be 10%, which is a standard
assumption.

RATING SENSITIVITIES

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

- Refinancing of the upcoming 2023 maturity and Interest coverage
sustained above 1.25x;

- Positive rating action at Blue Racer could result in a positive
rating action at FR BR.

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

- Failure to proactively refinance/repay the upcoming 2023 maturity
within next six months-nine months;

- Failure to maintain Interest coverage above 1.1x;

- Negative rating action at Blue Racer.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Needs: The primary concern is the upcoming maturity in
2023 that needs to be refinanced or repaid within next 12 months.
Recent improvement in the commodity markets and resulting
improvement in Blue Racers' cashflows and leverage should be
supportive of the FR BR's plan to refinance 2023 term loan, but
Fitch is concerned that the refinancing has not been already
completed. Adverse development in capital markets in the next six
months-nine months could prevent the issuer from successfully
extending the loan as currently planned.

FR BR is an investment holding company with little ongoing
liquidity needs on daily basis. Its term loan has relatively few
covenant requirements. Dividends to FR BR are projected to be
enough to support its mandatory 1% amortization and minimum DSCR of
1.1x for 2022-2023.

ISSUER PROFILE

First Reserve is an energy focused private equity firm, which owns
a 50% interest in Blue Racer Midstream, LLC (B+/Stable), a
midstream operator in the Appalachian Basin that is subject to
volume risk and limited by the size and scale of its operations.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch adjusts the financial statements to reflect the dividends
from Blue Racer as revenue. As an equity owner of Blue Racer,
dividends to FR BR are reported on the cash flow statement as
"Proceeds from Investments," not operating revenue.

ESG CONSIDERATIONS

FR BR has an ESG Relevance Score of '4' for Group Structure as the
company has a complex group structure. This has a negative impact
on the credit profile, and is relevant to the rating in conjunction
with other factors.

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
FR BR Holdings,
L.L.C.              LT IDR CCC+  Downgrade               B-

   senior secured   LT     CCC+  Downgrade    RR4        B-


FRALEG JEFFERSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Fraleg Jefferson Corp.
        128 Hancock Street
        Brooklyn, NY

Business Description: The Debtor owns a multi-family residence
                      located at 15 Jefferson Avenue, Brooklyn,
                      NY having an appraised value of $2.35
                      million.

Chapter 11 Petition Date: December 8, 2022

Court: United States Bankruptcy Court
       Eastern District of New York

Case No.: 22-43064

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Francis E. Hemmings, Esq.
                  FRANCIS E. HEMMINGS PLLC
                  228-18 Mentone Avenue
                  Laurelton, NY 11413
                  Tel: 212-747-9564
               
Estimated Assets: Unspecified

Estimated Liabilities: Unspecified

The petition was signed by Krishawn Sampson,
vice-president/secretary.

The Debtor stated it has no creditors holding unsecured claims.

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

https://www.pacermonitor.com/view/UY5PAOI/Fraleg_Jefferson_Corp__nyebke-22-43064__0001.0.pdf?mcid=tGE4TAMA


FREON LOGISTICS: Seeks to Hire Leonard K. Welsh as Legal Counsel
----------------------------------------------------------------
Freon Logistics, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to employ the Law Offices of
Leonard K. Welsh to serve as legal counsel in its Chapter 11 case.

The firm's services include:

   a. consulting with the Debtor about its financial situation and
goals and the efficacy of various forms of bankruptcy as a means to
achieve its goals;

   b. preparing the documents necessary to administer the Debtor's
bankruptcy case;

   c. advising the Debtor concerning its duties in a Chapter 11
case;

   d. helping the Debtor formulate a Chapter 11 plan of
reorganization, drafting the plan, and prosecuting legal
proceedings to obtain confirmation of the plan; and

   e. preparing and prosecuting pleadings such as complaints to
avoid preferential transfers or transfers deemed fraudulent to
creditors, objections to claims, and motions for authority to
borrow money, sell property or compromise claims.

The hourly rates charged by the firm are as follows:

     Attorneys            $350 per hour
     Legal Assistants     $125 per hour

The firm received from the Debtor a retainer of $55,000, and will
be reimbursed for out-of-pocket expenses incurred.

Leonard Welsh, Esq., disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached at:

     Leonard K. Welsh, Esq.
     Law Offices of Leonard K. Welsh
     1800 30th Street, Fourth Floor
     Bakersfield, CA 93301
     Tel: (661) 328-5328
     Fax: (661) 760-9900
     Email: lwelsh@lkwelshlaw.com

                       About Freon Logistics

Freon Logistics, Inc. is a licensed and DOT-registered trucking
company running freight hauling business from Bakersfield, Calif.

Freon Logistics filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-11907) on Nov. 8,
2022. In the petition filed by its chief executive officer, Hardeep
Singh, the Debtor reported between $50 million and $100 million in
both assets and liabilities.

Judge René Lastreto II oversees the case.

The Debtor is represented by Leonard K. Welsh, Esq., at the Law
Office of Leonard K. Welsh.


FRONTIER CHURCH: Unsecureds to Get $6K or Disposable Income
-----------------------------------------------------------
Frontier Church Incorporated submitted an Amended Plan of
Reorganization and amends and replaces the Debtor's Plan of
Reorganization in its entirety.

The Plan contemplates that the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations.

The Debtor is filing a separate motion requesting the Court to,
among other things, approve the sale of the Sanctuary Property.
The Debtor will request the Court to find pursuant to 1146(a), that
the making or delivery of an instrument of transfer related to the
sale of the Sanctuary Property shall not be taxed under any law
imposing a stamp tax or similar tax.

The Sanctuary Property means the real property owned by the Debtor
located at 2508 Westside Drive, Leesburg, Florida having parcel ID
number 21-19-24-0004-000-16800 and an adjacent parcel on Bentley
Street, Leesburg, Florida that is used as a parking lot and which
has parcel ID number 28-19-24-0001-000-00700.

Under the Plan, Class 4 All Non-Priority Unsecured Claims allowed
under Section 502 of the Code, will receive (a) the Consensual Plan
Treatment if Class 4 votes to accept the Plan, and (b) the
Nonconsensual Plan Treatment if Class 5 votes to reject the Plan.
Class 4 is impaired.

In the Consensual Plan Treatment, the Debtor proposes to pay
unsecured creditors a pro rata portion of $6,000.  Payments will be
made in 12 equal quarterly payments of $500.  Payments shall
commence on the 15th day of the month following the Effective
Date.

In the Nonconsensual Plan Treatment, the Debtor shall devote its
Disposable Income over a 3 year period commencing on the Effective
Date to be paid on a quarterly basis pro rata to Holders of Allowed
Class 4 Claims. Payments shall commence on the first day of the
fourth month after the entry of the Confirmation Order and shall
continue on the first day of each third month thereafter. So long
as the Debtor's Chapter 11 case remains open, the Reorganized
Debtor will, on a quarterly basis commencing on the Effective Date,
file a quarterly report detailing its income and expenses and
calculating its Disposable income for each calendar quarter (which
Disposable Income will be calculated using a cash basis method of
accounting).

In addition, any net recovery from Avoidance Actions shall be paid
to holders of allowed unsecured claims.

Attorneys for the Debtor:

     Kenneth D. (Chip) Herron, Jr., Esq.
     HERRON HILL LAW GROUP, PLLC
     P. O. Box 2127
     Orlando, FL 32802
     Telephone: (407) 648-0058
     Primary e-mail: chip@herronhilllaw.com
     Secondary e-mail: lauren@herronhilllaw.com

A copy of the Disclosure Statement dated Nov. 23, 2022, is
available at https://bit.ly/3tVQ0w6 from PacerMonitor.com.

                About Frontier Church Incorporated

Frontier Church Incorporated -- https://thefrontierchurch.com/ --
filed a petition for relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02638) on July
25, 2022, listing between $500,000 and $1 million in assets and
between $1 million and $10 million in liabilities. Jerrett M.
McConnell has been appointed as Subchapter V trustee.

Judge Lori V. Vaughan oversees the case.

Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC is the
Debtor's legal counsel.


FUSE GROUP: Michael Viotto Resigns as CFO, Director
---------------------------------------------------
The board of directors of Fuse Group Holding Inc., received a
resignation letter from Mr. Michael Viotto, a member of the Board
and the chief financial officer of the Company, effective on Nov.
30, 2022.  Mr. Viotto indicated his resignation is due to his
personal reasons, as disclosed in a Form 8-K filed with the
Securities and Exchange Commission.

On Nov. 28, 2022, the Board appointed Mr. Man Shek (Alex) Ng as a
member of the Board and Mr. Umesh Patel, the Company's chief
executive officer, also as the chief financial officer of the
Company.

Mr. Ng, age 52, served as an executive director and corporate
secretary of Antelope Enterprise Holdings Limited (Nasdaq: AEHL,
formerly known as China Ceramics Co., Ltd.) from October 2017 to
October 2022 and its operations manager from July 2017 to October
2017.  Mr. Ng was the corporate secretary of Nova Lifestyle Inc.
(NASDAQ: NVFY) from June 2011 to October 2016.  Mr. Ng received his
Bachelor's degree in Economics from York University in Toronto,
Ontario, Canada in 1994 and received a Certificate in Securities
Course in 1998, a Certificate in Technical Analysis Course in 2001
and a Certificate in Derivatives Course in 2002 from The Canadian
Securities Institute.  There are no arrangements or understandings
between Mr. Ng and any other person pursuant to which Mr. Ng was
appointed as a director of the Company. In addition, there is no
family relationship between Mr. Ng and any director or executive
officer of the Company.

Mr. Patel, age 66, has served as the chief executive officer and a
board member of the Company since February 2017.  Mr. Patel has
served as a director and a member of audit committee, compensation
committee and nominating and corporate governance committee of the
Board of Nova Lifestyle, Inc. (NASDAQ: NVFY) since October 2016.
Mr. Patel became the Chairman of the audit committee of Nova
Lifestyle, Inc. since July 2020.  Mr. Patel has also served as a
managing partner of DviBri LLC, a California-based consulting
company providing services to private companies interested in
conducting initial public offerings, along with other associated
securities and investment services, since December 2009.  Mr. Patel
was a consultant and coordinator for Eos-Petro Inc., an
international and domestic petroleum exploration and production
company based in Southern California from March 2013 to December
2019.  Mr. Patel received his Bachelor of Commerce degree
specializing in audits and accounts, and an Associate degree in
hotel management and catering from Maharaja Sayaji Rao University
in Baroda, India in 1978.

                         About Fuse Group

Headquartered in Arcadia, CA, Fuse Group Holding Inc. provides
consulting services to mining industry clients to find acquisition
targets within the parameters set by the clients, when the mine
owner is considering selling its mining rights.  The services of
Fuse Group and Fuse Processing, Inc. include due diligence on the
potential mine seller and the mine, such as ownership of the mine
and whether the mine meets all operation requirements and/or is
currently in operation.

Fuse Group reported a net loss of $1.02 million for the year ended
Sept. 30, 2021, compared to a net loss of $51,411 for the year
ended Sept. 30, 2020.  As of March 31, 2022, the Company had
$216,157 in total assets, $392,882 in total liabilities, and a
total stockholders' deficit of $176,725.

New York, NY-based Paris, Kreit & Chiu CPA LLP, the Company's
former auditor, issued a "going concern" qualification in its
report dated Feb. 11, 2022, citing that as of Sept. 30, 2021, the
Company had recurring losses from operations, an accumulated
deficit, and a negative cash flows from operating activities.  As
such there is substantial doubt about its ability to continue as a
going concern.


GERBRIS ENTERPRISES: Gets OK to Hire David T. Cain as Counsel
-------------------------------------------------------------
GERBRIS Enterprises, LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ the Law Office of
David T. Cain, as its legal counsel.

The firm's services include:

     (a) advising the Debtor as to its rights, duties and powers;

     (b) preparing and filing any statements, schedules, plans and
other documents;

     (c) representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in its
Chapter 11 case; and

     (d) other necessary legal services.

The firm will be paid an hourly fee of $300.

David Cain, Esq., 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 T. Cain, Esq.
     Law Office of David T. Cain
     8626 Tesoro Dr., Ste. 811
     San Antonio, TX 78217
     Tel: (210) 308-0388
     Fax: (210) 503-5033
     Email: caindt@swbell.net

                     About GERBRIS Enterprises

GERBRIS Enterprises, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Texas Case No. 22-51130) on Oct. 4, 2022, with up to
$1 million in both assets and liabilities. Judge Craig A. Gargotta
oversees the case.

The Debtor is represented by the Law Office of David T. Cain.


GERBRIS ENTERPRISES: Gets OK to Hire Premier Realty Group as Broker
-------------------------------------------------------------------
Gerbris Enterprises, LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Premier Realty
Group, LLC to market for sale its real property located at 19715
Messina, San Antonio, Texas.

The firm will be paid a commission of 6 percent of the sales
price.

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

The firm can be reached at:

     Premier Realty Group, LLC
     9480 Huebner
     San Antonio, TX 78240
     Tel: (201) 274-0072
     Fax: (210) 519-0080
     Email: zapiain.g@gmail.com

                     About GERBRIS Enterprises

GERBRIS Enterprises, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Texas Case No. 22-51130) on Oct. 4, 2022, with up to
$1 million in both assets and liabilities. Judge Craig A. Gargotta
oversees the case.

The Debtor is represented by the Law Office of David T. Cain.


GISSING NORTH: Committee Taps Dragich Law Firm as Special Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Gissing North
America, LLC received approval from the U.S. Bankruptcy Court for
the Eastern District of Michigan to employ The Dragich Law Firm as
special counsel.

The committee requires a special counsel in case it becomes
"adverse" to Angstrom Automotive Group, LLC, a qualified bidder for
the Debtor's assets.

Dragich Law Firm will be paid at these rates:

     Partners      $400 to $525 per hour
     Associates    $300 per hour

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

David G. Dragich, Esq., a partner at The Dragich Law Firm PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

     David G. Dragich, Esq.
     The Dragich Law Firm PLLC
     17000 Kercheval Ave., Suite 210
     Grosse Pointe, MI 48230
     Tel: (313) 886-4550
     Email: ddragich@dragichlaw.com

                    About Gissing North America

Gissing North America LLC, formerly known as Conform Gissing
International, LLC, and its affiliates are innovative and
technology-driven suppliers of acoustic systems and weight
reduction solutions for the automotive industry. They provide
customers products that minimize noise, vibration, and harshness
throughout a vehicle and reduce vehicle weight by using proprietary
technology.

On Aug. 8, 2022, Gissing North America and its affiliates sought
Chapter 11 protection (Bankr. E.D. Mich. Lead Case No. 22-46160).
In the petition signed by Steven R. Wybo, chief restructuring
officer, Gissing North America reported up to $100 million in both
assets and liabilities.

Judge Lisa S. Gretchko oversees the cases.

The Debtors tapped Wolfson Bolton, PLLC as bankruptcy counsel;
Steven R. Wybo of Riveron Management Services as chief
restructuring officer; and Livingstone Partners, LLC as investment
banker. Epiq Corporate Restructuring, LLC is the Debtors' claims,
noticing and balloting agent and administrative advisor.

On Aug. 15, 2022, the U.S. Trustee for Region 9 appointed an
official committee of unsecured creditors. The committee is
represented by Foley & Lardner, LLP.


GLOBAL MEDICAL: Moody's Cuts CFR to B3 & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service downgraded Global Medical Response,
Inc.'s ("GMR") ratings, including the Corporate Family Rating to B3
from B2 and the Probability of Default Rating to B3-PD from B2-PD.
Moody's also downgraded the ratings of the company's senior secured
first lien term loan, term loan, and notes to B3 from B2. Moody's
revised the outlook to negative from stable.

The ratings downgrade reflects a deterioration in year-to-date
operating performance as a result of persistent inflationary cost
pressures on the company's earnings. Inflationary cost pressures,
most notably from rising wages due to ongoing labor shortages, will
result in higher operational expenses. Moody's calculates GMR's pro
forma debt-to-EBITDA in the low 8 times range at September 30,
2022. Moody's expects leverage to steadily decline as the company
implements cost saving initiatives, but to remain high at over 7.0
times over the next 12 to 18 months. Additionally, Moody's
anticipates GMR to maintain adequate liquidity, albeit with lower
free cash flow generation as the company has exposure to rising
interest rates.  

The change in outlook to negative from stable reflects Moody's
expectation that GMR's financial leverage will remain high and that
the company will continue to face headwinds challenging its ability
to improve its operating performance and liquidity.

Social risk considerations are material to the rating action. GMR
is negatively impacted by persistent labor shortages and delays in
reimbursement as a result of the No Surprises Act.

Downgrades:

Issuer: Global Medical Response, Inc.

Corporate Family Rating, Downgraded to B3 from B2

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

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

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

Senior Secured Notes, Downgraded to B3 (LGD3) from B2 (LGD3)

Outlook Actions:

Issuer: Global Medical Response, Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

GMR's B3 rating is constrained by its high financial leverage,
exposure to weather fluctuations in the air transport business,
labor pressures, and continued uncertainties surrounding commercial
out-of-network reimbursements in the emergency air business under
the No Surprises Act, which went into effect on January 1, 2022.
Moody's estimates that the company's pro forma debt/EBITDA is in
the low 8 times as of September 30, 2022. The rating is also
constrained by aggressive financial policies under private equity
ownership.

GMR's rating benefits from the company's leading position as a
provider of end-to-end medical transportation services in the
United States. The company also benefits from a track record of
successful integration of past acquisitions, significant
diversification by geography, payor and services and growing
predictability of revenues from increasingly in-network commercial
payor sources.

Moody's expects GMR to have adequate liquidity over the next 12
months. The company had $129 million in cash and approximately $531
million of availability on its $700 million ABL facility as of
September 30, 2022. The ABL facility expires in 2027 and is
restricted by approximately $170 million of letters of credit.
Moody's expects GMR will generate negative free cash flow in 2023
before paying approximately $40 million of mandatory term loan
amortization. These assumptions incorporate rising interest expense
as the company has exposure to rising interest rates. GMR has a
minimum fixed charge covenant of 1.0x if availability under the ABL
drops below the greater of $49 million and 10% of the line cap
(defined as the lesser of the facility size and borrowing base).
Moody's expects sufficient cushion should the covenant be tested.

The B3 rating of the senior secured term loans and notes is the
same as the B3 CFR – reflecting the existence of sizeable
higher-ranked debt (ABL and promissory notes) as well as
lower-ranking secured debt which would provide the first loss
cushion in the event of bankruptcy. The senior secured debt has a
first lien security pledge on all assets (excluding aircraft),
capital stock and intercompany debt of the borrower and guarantors.
An exception to this are the assets securing the company's ABL
facility, on which it has a second lien pledge. The ABL collateral
includes cash, accounts receivable, inventory, spare parts, among
other items.

The outlook is negative. Moody's expects operational expenses to
remain high thus challenging GMR's earnings growth, liquidity and
profitability. Additionally, Moody's expects GMR's financial
leverage to remain over 7.0 times in the next 12 to 18 months.

ESG CONSIDERATIONS

GMR's credit impact score is highly negative (CIS-4), reflecting
its moderately negative exposure (E-3) to environmental risk
considerations due to carbon transition with its fossil fuel
dependent helicopter and ambulance fleet, highly negative exposure
to social risk considerations (S-4), most notably surrounding the
company's role as an air and ground emergency medical service
provider in an industry where a portion of services are provided on
an out-of-network basis, often resulting in payment disputes.
Additionally, the company is susceptible to labor shortages,
particularly with pilots, EMT's and skilled clinical personnel.
Exposure to governance risk considerations is highly negative
(G-4), reflecting GMR's high financial leverage and aggressive
financial policies under private equity ownership.

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

The ratings could be upgraded if the company materially improves
its earnings, cash flows and interest coverage. Quantitatively,
ratings could be upgraded if debt-to-EBITDA approaches 6.5 times
per Moody's calculations. The ratings could be upgraded if GMR
adopts less aggressive financial policies.

GMR's ratings could be downgraded if the company's liquidity
erodes, evident with sustained negative free cash flow. Ratings
could be downgraded if the company's operating performance further
deteriorates. Lastly, ratings could also be downgraded if the
prospects for a transaction that Moody's would deem a distressed
exchange or a default were to arise.

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

Global Medical Response, Inc. provides air, ground, specialty and
residential fire services, and managed medical transportation
through its wholly-owned subsidiaries -- Air Medical Group Holdings
LLC and AMR Holdco, Inc. The company is owned by investment funds
affiliated with investment firm Kohlberg Kravis Roberts & Co.
(KKR). Net revenues were approximately $5.1 billion for the last
twelve months ended September 30, 2022.


GROWLIFE INC: Closes $60,500 Note Purchase Deal With 1800 Diagonal
------------------------------------------------------------------
GrowLife, Inc. closed and funded on Nov. 22, 2022, a securities
purchase agreement with 1800 Diagonal Lending LLC, pursuant to
which the Company sold 1800 Diagonal a convertible promissory note
in the principal amount of $60,500.  The Note accrues interest at a
rate of 8% per annum (22% upon the occurrence of an event of
default) and has a maturity date of Nov. 11, 2023.  The 1800
Diagonal Note included an original issue discount of $5,500 and was
purchased for an aggregate of $55,000.  

The Company has the right to prepay the Note at any time during the
first 60 days the Note is outstanding at the rate of 110% of the
unpaid principal amount of the note plus interest and during the
period beginning on the 61st day extending through the 180th day
the Note is outstanding at the rate of 115% of the unpaid principal
amount of the note plus interest.  The Note may be prepaid after
the 180th day following the issuance date if the Investor agrees to
such repayment and such terms.

The Investor may in its option, at any time beginning 180 days
after the date of the Note, convert the outstanding principal and
interest on the Note into shares of the Company's common stock at a
conversion price per share equal to 75% of the lowest daily volume
weighted average price of the Company's common stock during the 15
trading days prior to the date of conversion.  The Company agreed
to reserve five times the number of shares of its common stock
which may be always issuable upon conversion of the Note, or
7,109,283 shares of common stock.

The Note provides for standard and customary events of default such
as failing to timely make payments under the Note when due, the
failure of the Company to timely comply with the Securities
Exchange Act of 1934, as amended, reporting requirements and the
failure to maintain a listing on the OTC Markets.  The Note also
contains customary positive and negative covenants.  The Note
includes penalties and damages payable to Investor in the event the
Company does not comply with the terms of such note, including in
the event the Company does not issue shares of common stock to the
Investor upon conversion of the Note within the time periods set
forth therein.  At no time may the Note be converted into shares of
the Company's common stock if such conversion would result in the
Investor, or its affiliates owning an aggregate of more than 4.99%
of the then outstanding shares of the Company's common stock.

                          About GrowLife

GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on
functional mushroom business opportunities.  The Company sees a
growing market, intends to service its existing distribution
channel and will build on opportunities in the medicinal mushroom
industry.

GrowLife reported a net loss of $5.47 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.38 million for the year
ended Dec. 31, 2020.  As of Sept. 30, 2022, the Company had $2.71
million in total assets, $9.97 million in total current
liabilities, $59,057 in total long-term liabilities, and a total
stockholders' deficit of $7.33 million.

Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 16, 2022, citing that the Company has suffered
recurring losses from operations, incurred negative cash flows from
operating activities, and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.


GULF FINANCE: DoubleLine ISF Values $7.2M Loan at 80% of Face
-------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $7,268,431 loan
extended to Gulf Finance LLC, to market at $5,792,685, or 80% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan (1
Month LIBOR USD + 6.75%, 1.00% Floor) to Gulf Finance LLC.  The
loan currently has an interest rate of 9.39% and is scheduled to
mature on August 25, 2026.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

Gulf Finance LLC, headquartered in Wellesley, Massachusetts, is a
refined products terminals, storage and logistics business and a
distributor of both branded and unbranded petroleum products in the
US. The company is privately owned by ArcLight Capital Partners.



GULF FINANCE: DoubleLine OCF Values $192,557 Loan at 80% of Face
----------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $192,557 loan
extended to Gulf Finance LLC to market at $153,461, or 80% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (1
Month LIBOR USD + 6.75%, 1.00% Floor) to Gulf Finance LLC.  The
loan currently has an interest rate of 9.87% and is scheduled to
mature on August 25, 2026.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Gulf, headquartered in Wellesley, Massachusetts, is a
refinedproducts terminals, storage and logistics business and a
distributor of both branded and unbranded petroleum products in the
US. The company is privately owned by ArcLight Capital Partners.



GULF FINANCE: DoubleLine OCF Values $336,556 Loan at 80% of Face
----------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $336,556 loan
extended to Gulf Finance LLC to market at $268,224, or 80% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (1
Month LIBOR USD + 6.75%, 1.00% Floor) to Gulf Finance LLC.  The
loan currently has an interest rate of 9.39% and is scheduled to
mature on August 25, 2026.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Gulf, headquartered in Wellesley, Massachusetts, is a refined
products terminals, storage and logistics business and a
distributor of both branded and unbranded petroleum products in the
US. The company is privately owned by ArcLight Capital Partners.



H&S ALANG: Modifies Treatment to American Bank Claim
----------------------------------------------------
H&S Alang, LLC, submitted the First Modification to the Plan of
Reorganization and Disclosure Statement.

Since the filing of the Plan and Disclosure Statement, Pearsall
Holdings, LLC, the holder of the Class 3 Secured Claim under the
Plan, sold the Class 3 Claim (including the promissory note, deed
of trust and all related loan documents under which the Debtor was
obligated to Pearsall), to American Bank, N.A. for the cash sum of
$2,200,000. The purpose of this Modification is to reflect this
change in the Plan and Disclosure Statement, and to address the
Objection to the Disclosure Statement filed by Pearsall.

The modifications to the Plan are:

   -- Article IV of the Plan (at page 7) is hereby modified to
change the name of the Class 3 Claimant from "Pearsall Holdings,
LLC" to "American Bank, N.A."

  -- The treatment of the Class 3 Secured Claim (on pages 9 and 10
of the Plan) is hereby superseded and replaced in its entirety with
the following:

     "Class 3: Allowed Secured Claims of American Bank, N.A.  The
Class 3 Allowed Secured Claims of American Bank, N.A. (the "Bank"),
shall be treated as follows:

     On the Effective Date of the Plan, the Bank and the Debtor
shall execute a modification of the promissory Note evidencing the
Claim (the "Note"), as follows:

     The Debtor will be obligated to make a $300,000.00 principal
payment on the modified Note no later than 60 days after the
Effective Date. The source of funds to make this payment shall be a
$300,000.00 capital contribution by Dr. Jaspreet S. Alang, the
Debtor's equity owner.

     To secure the obligation to make the aforementioned
$300,000.00 capital contribution, Dr. Alang shall separately agree
with the Bank to cause the owner of the improved real property in
which Dr. Alang's medical practice is located (i.e., an office
condominium at 3880 Parkwood Blvd., Unit 304, Frisco, Texas 75034,
hereinafter the "Medical Building"), to grant to the Bank a first
priority deed of trust lien on the Medical Building, which the Bank
will release at the time of Dr. Alang's capital contribution and
the Debtor's payment to the Bank of the aforementioned $300,000.00
principal reduction.

     The rate of non-default interest payable on the Note will be
modified to 9% per annum.

     The maturity date of the Note shall be modified to be the
365th day after the Effective Date, subject to the Debtor's option
to extend the maturity date for an additional 6 months.

The Debtor will make monthly interest-only payments on the modified
Note, beginning on the first day of the first month after the
Effective Date and continuing through the term of the modified
Note. Interest will begin to accrue on the Effective Date.

So long as the Debtor remains current on its monthly interest-only
payments stated above, Debtor shall have the right to pay off the
Note as modified herein for $1,900,000.00 during the first twelve
months of the term of the modified Note.

The balance of any debt owed to the Bank in excess of the payments
described above shall be treated in Class 5 of this Plan. This
Claim is IMPAIRED."

             Modifications to Disclosure Statement

Section 3.02 of the Disclosure Statement is hereby modified to add
the following sentence to the end of the section:

    "The asset values stated in the Debtor's Schedules of Assets
are based solely on the Debtor's opinion."

The second sentence of Section 3.03 of the Disclosure Statement is
hereby superseded and replaced in its entirety with the following:

    "The Secured Claim of $3,153,475.70 held by American Bank, N.A.
is the largest Claim in this bankruptcy case."

The third sentence of Section 3.05 of the Disclosure Statement is
hereby superseded and replaced in its entirety with the following:

    "On November 11, 2022 the Debtor filed a motion seeking to
enter into a new Management Agreement with Universal Hospitality
Solutions, LLC to operate the Hotel."

Section 4.02 of the Disclosure Statement is hereby modified to
change the reference to "Pearsall Holdings, LLC" to "American Bank,
N.A." Section 4.02 is further modified to add the following
sentence to the end of the section:

     "These liquidation values are based solely on the Debtor's
opinion."

Section 4.03 of the Disclosure Statement is hereby modified to
change the reference to "Pearsall Holdings, LLC" to "American Bank,
N.A."

Article V of the Disclosure Statement (at page 13) is hereby
modified to change the name of the Class 3 Claimant from "Pearsall
Holdings, LLC" to "American Bank, N.A."

The treatment of the Class 3 Secured Claim (on page 15 and 16 of
the Disclosure Statement) is hereby superseded and replaced in its
entirety with the following:

     "Class 3: Allowed Secured Claims of American Bank, N.A.  The
Class 3 Allowed Secured Claims of American Bank, N.A. (the "Bank"),
shall be treated as follows:

     On the Effective Date of the Plan, the Bank and the Debtor
shall execute a modification of the promissory Note evidencing the
Claim (the "Note"), as follows:

     The Debtor will be obligated to make a $300,000.00 principal
payment on the modified Note no later than 60 days after the
Effective Date. The source of funds to make this payment shall be a
$300,000.00 capital contribution by Dr. Jaspreet S. Alang, the
Debtor's equity owner.

     To secure the obligation to make the aforementioned
$300,000.00 capital contribution, Dr. Alang shall separately agree
with the Bank to cause the owner of the improved real property in
which Dr. Alang's medical practice is located (i.e., an office
condominium at 3880 Parkwood Blvd., Unit 304, Frisco, Texas 75034,
hereinafter the "Medical Building"), to grant to the Bank a first
priority deed of trust lien on the Medical Building, which the Bank
will release at the time of Dr. Alang's capital contribution and
the Debtor's payment to the Bank of the aforementioned $300,000.00
principal reduction.

     The rate of non-default interest payable on the Note will be
modified to 9% per annum.

     The maturity date of the Note shall be modified to be the
365th day after the Effective Date, subject to the Debtor's option
to extend the maturity date for an additional 6 months.

     Debtor will make monthly interest-only payments on the
modified Note, beginning on the first day of the first month after
the Effective Date and continuing through the term of the modified
Note. Interest will begin to accrue on the Effective Date.

     So long as the Debtor remains current on its monthly
interest-only payments stated above, Debtor shall have the right to
pay off the Note as modified herein for $1,900,000.00 during the
first twelve months of the term of the modified Note.

     The balance of any debt owed to the Bank in excess of the
payments described above shall be treated in Class 5 of this Plan.
This Claim is IMPAIRED."

Section 7.01 of the Disclosure Statement is hereby modified to add
the following language to the end of the section:

     "The source and basis of these financial projections are the
Debtor, the Debtor's business records, the Debtor's historical
operating results, and the Debtor's estimate of future operating
results. The Debtor did not consult a third party in preparing
these projections. Any inconsistency between the projections
attached hereto as Exhibit B and the monthly operating reports
filed by the Debtor in this Case should be resolved in favor of the
projections."

Attorneys for the Debtor:

     Joyce W. Lindauer, Esq.
     JOYCE W. LINDAUER ATTORNEY, PLLC
     1412 Main Street, Suite 500
     Dallas, TX 75202
     Telephone: (972) 503-4033
     Facsimile: (972) 503-4034

A copy of the First Modification to the Plan of Reorganization and
Disclosure Statement dated Nov. 23, 2022, is available at
https://bit.ly/3AJFFHu from PacerMonitor.com.

                         About H&S Alang, LLC

H&S Alang, LLC operates a Hampton Inn hotel located in Pearsall,
Texas. H&S Alang, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40712) on June
6, 2022. In the petition filed by Jaspreet S. Alang, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.

Judge Brenda T. Rhoades oversees the case.

Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's counsel.

Pearsall Holdings, LLC, as secured creditor, is represented by
Kenneth Stohner Jr., Esq. at Jackson Walker LLP.


HAYWARD INDUSTRIES: Moody's Rates New $125MM First Lien Loan 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Hayward
Industries, Inc.'s proposed $125 million incremental first lien
term loan due 2028. All other ratings for the company remain
unchanged including Hayward's B1 Corporate Family Rating. The
outlook is unchanged at stable.

Hayward plans to use the proceeds from the proposed $125 million
incremental first lien term loan to repay borrowings outstanding on
its $425 million asset based lending (ABL) revolving facility due
2026 (unrated), pay related fees and expenses, and increase cash on
balance sheet. The revolver had $100 million of borrowings as of
October 1, 2022. Borrowings on the revolver facility were used
primarily to help fund about $83 million of acquisitions over the
past 12 months.

The B1 CFR and stable outlook are not affected because the proposed
refinancing transaction improves the company's liquidity by
increasing revolver availability, and is slightly leveraging with
Hayward's debt/EBITDA (all ratios Moody's adjusted otherwise
stated) at 2.9x as of the last twelve months (LTM) period ending
July 2, 2022.  The acquisitions were nevertheless leveraging and
terming out the revolver indicates the company expects to operate
with a higher debt level.

Hayward recently lowered its fiscal 2022 outlook and now expects a
weaker fourth quarter of 2022 driven by higher than expected cost
inflation, channel inventory reduction, challenging macro-economic
conditions in Europe, and foreign currency exchange headwinds. The
company now expects its fiscal 2022 sales to decline approximately
-6% and company-adjusted EBITDA of $365 to $370 million. Hayward
had previously revised its outlook for fiscal 2022 sales to decline
-2% to -6% and company-adjusted EBITDA of $385 to $400 million,
from its initial expectations for fiscal 2022 sales to grow 6% to
9% and company-adjusted EBITDA of $460 to $475 million.

Persistently high inflation and weakening economic conditions is
pressuring discretionary consumer spending. Moody's expects these
pressures to persist into 2023 and for consumer demand for
discretionary products such as swimming pools and related equipment
to decline following very high demand levels over the past two
years that was in part driven by consumers spending more on their
home during the coronavirus pandemic. As a result, Moody's projects
Hayward's revenue to decline mid-to-high teens percentage range and
debt/EBITDA leverage to increase to the mid 3x over the next 12-18
months. However, Moody's also expects Hayward will generate good
positive free cash flow to debt in the mid-to-high teens percentage
range. The expected higher leverage reduces the company's cushion
within the credit metrics Moody's expects for its B1 CFR to absorb
prolonged demand or cost pressures. Hayward's expected good free
cash flow generation provides financial flexibility to reduce debt
if earnings deteriorate more than expected.

Assignments:

Issuer: Hayward Industries, Inc.

Senior Secured First Lien Term Loan B, Assigned B2 (LGD4)

RATINGS RATIONALE

Hayward's B1 CFR broadly reflects its strong market position and
good brand awareness in the North American pool equipment industry,
and its growing presence internationally. Hayward has a relatively
stable revenue base from its repair and replacement business, which
represents about 80% of revenue, and its good EBITDA margin is
supported by its pricing stability. The company's good liquidity
reflects Moody's expectation for good free cash flow of at least
$200 million over the next 12 months benefitting from a lower
working capital position, and access to an undrawn $425 million
revolver due 2026, pro forma for the proposed transaction.
Hayward's publicly stated financial policy that targets a
debt-to-EBITDA leverage ratio (as per management's calculation) of
2.0x - 3.0x, which was at 2.4x at the end of third quarter 2022,
should support a moderate financial leverage position, and helps
mitigate high governance risks related to high ownership
concentration by private equity sponsors. The company's good free
cash flow generation provides the financial flexibility to reduce
debt if earnings decline more than anticipated.

Hayward's credit profile also reflects its narrow product focus as
a manufacturer of pool equipment, and the inherent exposure to
cyclical downturns given the discretionary nature of residential
pool products. In addition, the company is exposed to cyclicality
related to new pool construction, mitigated partially by its large
aftermarket sales. Persistently high inflation and weakening
economic conditions is pressuring consumer spending on
discretionary goods. Moody's expects that demand for the company's
products will moderate following the very high levels over the past
two years. As a result, Moody's projects Hayward's revenue to
decline mid-to-high teens percentage from the last 12 months level
and debt/EBITDA leverage to increase to the mid 3x range over the
next 12-18 months. Hayward has high customer concentration with its
top customer, Pool Corporation, accounting for 36% of net sales in
fiscal 2021, and its cash flows are highly seasonal.

Hayward's ESG credit impact score is highly negative (CIS-4) mainly
driven by the highly negative exposure to governance risks,
primarily related to its high ownership concentration by its
financial sponsors and limited track record of operating and
maintaining financial leverage within its stated target of 2.0x –
3.0x (company's calculation). The company is moderately negatively
exposed to environmental and social risks.

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

The stable outlook reflects that the company's moderate leverage
and good free cash flow generation provides cushion to absorb a
future demand pullback following the very high demand levels over
the past two years. The stable outlook also reflects Moody's
expectation that the company will maintain a moderate financial
policy and that there will be no significantly leveraging
acquisitions or shareholder distributions over the next year.

Ratings could be upgraded if the company continues to increase its
revenue scale while maintaining a stable EBITDA margin, maintains
debt/EBITDA below 3.0x and sustains free cash flow/debt above 10%.
A ratings upgrade would also require the company to maintain at
least good liquidity, and for Moody's to expect moderate financial
policies that support credit metrics at the above levels.

Ratings could be downgraded if revenue or the EBITDA margin
deteriorates more than Moody's expectations, or if debt/EBITDA is
sustained above 4.0x. Ratings could also be downgraded if liquidity
deteriorates such as from modest free cash flow generation on an
annual basis, or increased reliance on the revolver facility.

Hayward Industries, Inc. is a manufacturer of swimming pool
equipment including pumps, heaters, sanitizers, filters, cleaners,
liners and more. Hayward also manufactures equipment that controls
the flow of fluids for various industrial end markets. The
company's largest market is the U.S. (over two thirds of sales).
Hayward reported revenue for the last twelve months period ending
October 1, 2022 of $1,408 million. Following the March 2021 initial
public offering, the company sponsors CCMP Capital Advisors, L.P.,
MSD Partners, L.P., and Alberta Investment Management Corporation
own around 67% of Hayward's shares. Hayward Holdings, Inc. is the
indirect parent company of Hayward Industries, Inc., and its shares
are listed on the New York Stock Exchange under the ticker symbol
"HAYW".

The principal methodology used in this rating was Consumer Durables
published in September 2021.


INTRADO CORP: S&P Affirms 'CCC+' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Islandia, N.Y.-based global technology service provider Intrado
Corp.

The stable outlook reflects S&P's belief that Intrado has
sufficient liquidity to sustain operations over at least the next
12 months.

S&P said, "While we view favorably the use of asset sale proceeds
for debt repayment, we expect leverage to remain elevated, at above
9x over the next year, with negative FOCF. Under the proposal,
Intrado will use the estimated $2.3 billion net proceeds from the
sale of its safety business to repay up to $2.1 billion of debt
(subject to creditor participation), including $1.85 billion of
first-lien term loan debt due in 2024 ($2.76 billion outstanding)
and $225 million of 8.5% senior unsecured notes due in 2025 ($685
million outstanding). It would also add about $223 million cash to
the balance sheet. The remaining term loan debt of approximately
$905 million would be extended to 2027.

"Additionally, Intrado is offering to exchange the remaining
unsecured notes of approximately $460 million into new second-lien
term loans or second-lien notes maturing in 2027. We do not believe
creditors would be significantly disadvantaged by the transaction
since consenters would receive debt paydowns at par, as well as
consent fees, and in certain cases a higher coupon or added
security for extending maturities.

"We believe the transaction provides a modest benefit to Intrado's
credit profile by reducing debt by about 59%, extending maturities,
and eliminating refinancing risk over the near term. However,
Intrado's pro forma S&P Global Ratings-adjusted gross leverage
(which includes restructuring costs) would remain elevated,
declining only about 1.4x relative to our expectation of 10.7x in
2023 because of lost EBITDA from the asset sale. Further, its
prospects to reduce leverage longer term are highly uncertain
because of uneven performance in its remaining core businesses
(digital workflows, notified, and mosaicx) and our expectation for
negative free operating cash flow (FOCF). Intrado's safety business
had been its most profitable in recent years and its main driver of
growth.

"The transaction is backed by 99% of first-lien term loan lenders
and about 88% of unsecured noteholders under a transaction support
agreement. Based on our understanding that such participation
provides sufficient consent for the amendment, we believe the
contemplated transaction is likely to close (although it is
contingent on the completed sale of the safety business, which we
expect to close in the first quarter of 2023)."

Liquidity remains sufficient notwithstanding the planned reduction
in its revolving credit facility commitment following the asset
sale. In conjunction with the sale, the revolver commitment will be
reduced to $175 million from $312 million. S&P said, "At the same
time, we expect a pro forma cash balance of approximately $422
million as of Sept. 30, 2022. While we recognize the potential for
some of this cash to be used for additional debt repayment, we
believe access to the revolving credit facility provides ample
liquidity to support operations over the next 12 months. Although
FOCF has been pressured by restructuring and transformation
expenses, including costs to implement business optimization
initiatives, and higher interest expense (about 60% of its
floating-rate debt is unhedged), we expect improvement over the
next year as one-time costs decrease by 40%-50% in 2023."

The stable outlook reflects S&P view that Intrado has sufficient
liquidity to sustain its operations over at least the next 12
months.

S&P could lower the rating if:

-- The company's liquidity position deteriorates;

-- S&P expects a payment default or a distressed exchange;

-- Operating conditions do not improve in 2023; or

-- S&P believes the company is unlikely to default within the next
six to 12 months.

S&P could raise the rating if Intrado meaningfully improves its
revenue and EBITDA trends, leading to higher FOCF and the ability
to organically reduce leverage over time. This scenario could
materialize if it:

-- Increased revenue consistently; and

-- Sustained margins in the 30% area.

Under such a scenario, S&P would expect the company's capital
structure to be sustainable over the longer term.

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



ISLAND DOG TOO: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Island Dog Too, LLC, according to court dockets.
    
                       About Island Dog Too

Island Dog Too, LLC a company in Eastpoint, Fla., filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Fla. Case
No. 22-40353) on Nov. 4, 2022, with up to $50,000 in assets and up
to $10 million in liabilities. Sheryl H. Simmons, manager of Island
Dog Too, signed the petition.

Judge Karen K. Specie oversees the case.

Byron Wright III, Esq., at Bruner Wright, PA serves as the Debtor's
legal counsel.


J & T ELLIS TRUCKING: Gets OK to Hire Red Rock as Legal Counsel
---------------------------------------------------------------
J & T Ellis Trucking, LLC received approval from the U.S.
Bankruptcy Court for the District of Utah to employ Red Rock Legal
Services, PLLC as its legal counsel.

The firm's services include:

   a. preparing legal papers and representing the Debtor in
proceedings or hearings related its Chapter 11 case;

   b. assisting the Debtor in analyzing and pursuing possible
reorganization possibilities;

   c. assisting the Debtor in analyzing and pursuing any proposed
dispositions of assets of its estate;

   d. reviewing, analyzing and advising the Debtor regarding claims
or causes of action to be pursued on behalf of its estate;

   e. assisting the Debtor in providing information to creditors
and parties-in-interest;

   f. reviewing, analyzing and advising the Debtor regarding any
fee applications or other issues involving professional
compensation;

   g. preparing the Debtor's Chapter 11 plan;

   h. assisting the Debtor in negotiations with various creditor
constituencies regarding treatment, resolution and payment of the
creditors' claims; and

   i. reviewing and analyzing the validity of claims filed in the
Debtor's case.

The firm will be paid at these rates:

     Senior Attorneys     $250 to $450 per hour
     Junior Attorneys     $180 to $225 per hour
     Paralegals           $90 to $130 per hour

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

The Debtor paid the firm an advance retainer of $11,000.

Geoffrey Chesnut, Esq., a member of Red Rock Legal Services,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

     Andres Diaz, Esq.
     Thomas D. Neeleman, Esq.
     Geoffrey L. Chesnut, Esq.
     Red Rock Legal Services, PLLC
     P.O. Box 1948
     Cedar City, UT 84721
     Tel: (435) 634-1000
     Fax: (435) 634-1001
     Email: courtmailrr@expresslaw.com

                    About J & T Ellis Trucking

J & T Ellis Trucking, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Utah Case No. 22-24370) on Nov. 4, 2022, with as much as
$1 million in both assets and liabilities. Judge William T. Thurman
oversees the case.

The Debtor is represented by Red Rock Legal Services, PLLC.


J AND M SUPPLY: Unsecureds to Get Remaining Funds
-------------------------------------------------
J and M Supply of the Carolinas, LLC, submitted a First Amended
Plan of Liquidation.

The Debtor has filed 4 separate Adversary Proceedings to help
recover funds for the bankruptcy estate. The Adversary Proceedings
are as follows:

  1. J And M Supply v. MCA Resolve, LLC, case no. 22-00039-5-DMW
(case has been compromised and Debtor has received payment of
$15,000.00.);

  2. J And M Supply v. GFE NY, LLC, case no. 22-00040-5-DMW
(default judgment in the amount of $77,994.90 entered on May 2,
2022. Collectability unknown.);

  3. J And M Supply v. Pearl Delta Funding, LLC, case no.
22-00137-5-DMW (case filed on October 14, 2022. Recovery unknown.);


  4. J And M Supply v. Cloudfund LLC, case no. 22-00138-5-DMW (case
filed on October 14, 2022. Recovery unknown.).

With the Debtor no longer operating after the Effective Date, the
projected disposable income of the Debtor (as defined by § 1191(d)
of the Bankruptcy Code) to be received over the 3-year period
following the first payment due under this Plan is $0.

The Plan contemplates a cessation of the Debtor's business
operations. In accordance with the Plan, the Debtor intends to
satisfy certain creditor claims from the sale of estate property,
along with any recoveries from Bankruptcy Causes of Action. To
date, the Debtor has filed four Adversary Proceedings seeking to
recover money on behalf of the Bankruptcy Estate. In the event the
recoveries from these causes of action are insufficient to pay the
Allowed Claims of the Estate in full, the Debtor may pursue
additional Bankruptcy Causes of Action in order to make Allowed
Claims of the Estate whole. Any and all proceeds received by the
Debtor in excess of what is required to pay the Allowed Claims in
full (including Administrative Claims), shall vest with the
Debtor.

The Debtor's Plan is based on the Debtor's belief that the
interests of its creditors will be best served if it is allowed to
liquidate under Chapter 11 of the Bankruptcy Code. The Debtor will
likely employ an auctioneer in order to help liquidate its assets.
In the event the auctioneer determines that the sale of estate
assets will result in an inconsequential value to the estate,
distributions to allowed claims will be limited to proceeds from
Bankruptcy Causes of Action.

The Debtor's liabilities will be paid according to the priorities
of the Bankruptcy Code and the Orders of this Court. The specific
amounts and terms of payment will be established according to the
treatment of each respective creditor.

Under the Plan, Class 5 General Unsecured Claims, to the extent
funds are available, within 30 days of payment in full of all
claims in Classes 1, 2, and 3, claims in this class will receive,
pro-rata, the remaining Bankruptcy Cause of Action proceeds and
Sale Proceeds as set forth in Article VII of the Plan. No
distribution will be made to this Class until all Bankruptcy Causes
of Action pending on the Confirmation Date, and all timely filed
objection(s) to claim(s), have terminated in a final,
non-appealable order. Class 5 is impaired.

Sales Proceeds shall be allocated in the priority as follows: (i)
Allowed Claims in Class 1; (ii) Allowed Claims in Classes 2 and 3;
(iii) Allowed Claims in Class 5; (iv) Equity Security Holders in
Class 6. The Debtor reserves the right to employ an auctioneer to
help sell assets of the bankruptcy estate.

Attorney for the Debtor:

     Richard P. Cook, Esq.
     RICHARD P. COOK, PLLC
     7036 Wrightsville Ave., Suite 101
     Wilmington, NC 28403
     Telephone: (910) 399-3458
     E-mail: Richard@CapeFearDebtRelief.com

A copy of the First Amended Plan of Liquidation dated Nov. 23,
2022, is available at https://bit.ly/3XtqRXb 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.


J&C MAY PROPERTIES: Seeks to Hire Keech Law Firm as Legal Counsel
-----------------------------------------------------------------
J&C May Properties LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to employ Keech Law
Firm, PA to serve as legal counsel in its Chapter 11 case.

The firm's hourly rates are as follows:

     Kevin P. Keech     $400 per hour
     Paralegals         $150 per hour

In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.

The firm received from the Debtor an advance payment of $9,500.

Kevin Keech, Esq., at Keech Law Firm, disclosed in a court filing
that he and his firm neither hold nor represent an interest adverse
to the Debtor and its bankruptcy estate.

The firm can be reached through:

     Kevin P. Keech, Esq.
     Keech Law Firm, PA
     2011 S. Broadway St.
     Little Rock, AR 72206
     Tel: (501) 221-3200
     Fax: (501) 221-3201
     Email: kkeech@keechlawfirm.com

                      About J&C May Properties

J&C May Properties, LLC is a dealer of building materials and
supplies in Mountain Vide, Ark.

J&C sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Ark. Case No. 22-12804) on Oct. 11, 2022, with between
$1 million and $10 million in both assets and liabilities. Contessa
May, a member of J&C, signed the petition.

Judge Richard D. Taylor oversees the case.

The Debtor is represented by Kevin P. Keech, Esq., at Keech Law
Firm, PA.


JO-ANN STORES: DoubleLine ISF Values $722,700 Loan at 67% of Face
-----------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $722,700 loan
extended to Jo-Ann  Stores LLC, to market at $481,499, or 67% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan (3
Month LIBOR USD + 4.75%, 0.75% Floor) to Jo-Ann  Stores.  The loan
currently has an interest rate of 7.52% and is scheduled to mature
on July 7, 2028.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

Jo-Ann Stores is an American specialty retailer of crafts and
fabrics based in Hudson, Ohio. It operates the retail chains JOANN
Fabrics and Crafts and Jo-Ann Etc.



JO-ANN STORES: DoubleLine OCF Values $79,200 Loan at 67% of Face
----------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $79,200 loan
extended to Jo-ann Stores, LLC to market at $52,767, or 67% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (3
Month LIBOR USD + 4.75%, 0.75% Floor) to Jo-ann Stores, LLC. The
loan carries an interest rate of 7.52% and is scheduled to mature
on July 7, 2028.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012
.
Jo-ann Stores, LLC retails fabric and craft products. The Company
offers apparel, home decorating fabrics, notions, seasonal
accessories, floral, and framing products. Jo-Ann Stores serves
customers throughout the United States.


JONES DESLAURIERS: Moody's Assigns 'B3' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Jones DesLauriers
Insurance Management Inc., a wholly owned subsidiary of Navacord
Corp., a leading Canadian insurance broker. Moody's also assigned a
Caa2 rating to the company's new USD300 million eight-year senior
unsecured notes. Net proceeds from the offering will be used to
repay the company's second-lien credit facilities, for general
corporate purposes, including to help fund acquisitions, and to pay
related fees and expenses. The rating outlook for Jones DesLauriers
is stable.

RATINGS RATIONALE

According to Moody's, the company's ratings reflect Navacord's
growing market presence as the fourth-largest commercial lines
insurance broker in Canada generally serving middle market clients.
The company has a good mix of business across commercial and
personal property & casualty insurance and employee benefits, with
specialties in construction and transportation. The company is
diversified geographically across Canada, particularly in Ontario,
Alberta and British Columbia. Navacord has produced strong organic
growth in the low double digits in past years, supporting healthy
EBITDA margins in the mid-30s (per Moody's calculations). The
company has also completed 69 acquisitions since November 2018,
operating a decentralized model that allows acquired entities to
manage their business fairly autonomously while benefitting from
Navacord's centralized services.

These strengths are tempered by Navacord's aggressive financial
leverage and low fixed charge coverage, execution risk associated
with acquisitions and limited scale relative to other rated
insurance brokers. Navacord also faces potential liabilities
arising from errors and omissions, a risk inherent in professional
services. The assignment of the new ratings takes into account the
company's governance as part of Moody's environmental, social and
governance considerations.

Giving effect to the proposed transaction, Moody's estimates that
Navacord's pro forma debt-to-EBITDA ratio will be in the range of
7.0-7.5x, with (EBITDA-capex) coverage of interest between
1.2x-2.0x and a free-cash-flow-to-debt ratio in the low single
digits. These pro forma metrics include Moody's adjustments for
operating leases, certain other debt-like obligations, and run-rate
earnings from acquisitions. In addition to the proposed senior
unsecured notes, the company has a CAD970 million first-lien senior
secured term loan and a CAD100 million first-lien senior secured
revolving credit facility (both unrated). The stable outlook
reflects Moody's expectation that Navacord will maintain financial
leverage at current levels or lower.

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

Factors that could lead to an upgrade of Jones DesLauriers' ratings
include: (i) increased scale and diversification, (ii)
debt-to-EBITDA ratio below 6x, (iii) (EBITDA - capex) coverage of
interest exceeding 2x, and (iv) free-cash-flow-to-debt ratio
exceeding 5%.

Factors that could lead to a downgrade of the ratings include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%,
or (iv) disruptions to existing or newly acquired operations.

Moody's has assigned the following ratings to Jones DesLauriers:

- Corporate family rating at B3,

- Probability of default rating at B3-PD,

- USD300 million eight-year senior unsecured notes at Caa2
(LGD5).

The rating outlook for Jones DesLauriers is stable.

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

Based in Toronto, Canada, Navacord Corp. offers a diversified mix
of property & casualty insurance, employee benefits and specialized
products mainly to middle market businesses across Canada. The
company generated revenue of CAD432 million for the 12 months
through July 2022.


JORGABY FREIGHT: May Continue Using Cash Collateral Thru Feb 2022
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, entered an order approving the Notice of Consent
to Extension of Cash Collateral Order filed by Jorgaby Freight
Services, LLC and affiliates, and TBS Factoring Service, LLC, and
Truist Bank.

On October 3, 2022, the Court entered an Order approving the
"Agreed Final Order: (1) Authorizing Debtors' use of cash
collateral; (2) approving debtor-in-possession financing; and (3)
granting replacement lins, a super-priority administrative claim,
and other relief as adequate protection to TBS Factoring Services,
LLC as Debtors' DIP Lender.

The Cash Collateral Budget depicted weekly periods through December
16, 2022. The terms of the Order specified that cash collateral use
would expire on December 8, 2022.

The Cash Collateral Creditors want to the Debtor's operations
continued through the anticipated confirmation process period.
Accordingly, the parties agreed on an extended budget through
February 10, 2023.

The Final Cash Collateral Order provided that the Final Order may
be extended by up to 60 days by agreement of the parties hereto,
provided that the Debtor provides a new, mutually agreeable cash
collateral budget for the extended period.

Accordingly, the cash collateral parties agreed that the Final Cash
Collateral Order is extended, in its entirety, and modified only by
the specific dates therein as until February 10. All other terms,
conditions, and requirements of the Final Cash Collateral Order
will remain in full force and effect.

A copy of the order is available at https://bit.ly/3Bh5pes from
PacerMonitor.com.
    
                 About Jorgaby Freight Services

Jorgaby Freight Services LLC is a trucking services provider.

Jorgaby Freight Services LLC and affiliates Jorgaby Delivery
Services, Inc, Jorgaby Investments, LLC, and Jorgaby Logistix, Inc,
filed separate petitions for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 22-36208 to
22-36211) on Sept. 5, 2022.

In the petition filed by Magdiel Herrera, as COO, Jorgaby Freight
reported assets between $1 million and $10 million and liabilities
between $100,000 and $500,000.
Judge Jeffrey P. Norman oversees the case.

Jarrod B. Martin has been appointed as Subchapter V trustee.

The Debtors are represented by Donald L. Wyatt, Esq., at Attorney
Donald Wyatt PC.

TBS Factoring Service, LLC is represented by Robert A. Simon, Esq.,
at Whitaker Chalk Swindle & Schwartz PLLC.

Truist Bank, as creditor, is represented by Jason T. Rodriguez,
Esq., at Higier Allen & Lautin, PC.



KAWEAH DELTA: Moody's Cuts Revenue Bond Rating to Ba1
-----------------------------------------------------
Moody's Investors Service has downgraded Kaweah Delta Health Care
District's, CA (KDHCD) revenue bond rating to Ba1 from A3.
Concurrently, the rating has been placed under review for
downgrade. KDHCD has approximately $218 million of revenue backed
debt outstanding.

RATINGS RATIONALE

The downgrade to Ba1 reflects a sudden and precipitous decline in
operating performance in the quarter ending September 30, 2022,
which has resulted in material cash burn to levels well in excess
of expectations from Moody's most recent review. Failure to reverse
cash flow losses will result in further material cash declines and
could cause the system to breach financial covenants and
necessitate the funding of a debt service reserve fund. While labor
and inflation pressures are sector-wide challenges, the impact to
KDHCD has been disproportionate, which will make it very difficult
to stem losses going forward despite a thorough recovery plan. As a
result, Moody's expect cash metrics and leverage ratios will remain
very weak. Intergovernmental transfer funds and 340B savings will
continue to support margins, however the high dependency on these
programs, which now represent well over 100% of operating cash flow
in most years, can be very impactful if changes occur to the
programs or to the timing of payments. The Ba1 rating favorably
incorporates the system's distinctly leading market position as the
major tertiary referral center for Tulare County, which has allowed
for good revenue growth. Additional strengths include an all fixed
rate debt structure and conservative investment portfolio, although
the district carries a high Moody's adjusted pension liability.

RATING OUTLOOK

The rating is under review for downgrade due to the probability
that operating cash flow losses and further cash declines will be
prolonged. The review will focus on the execution and expected
durability of current expense management plans. Analysis will
incorporate an assessment of near term financial results, plus
updated sensitivities to forecasts. These will be central to
indicating pro-forma run-rate liquidity and cash flow expectations.
Detailed review of operating and financial results as of December
31, 2022, along with consideration of any breach of financial
covenants or inability to fund the debt service reserve fund is
integral to the forward view. Ability to execute committed
alternate sources of liquidity is also a principal focus.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

-- An upgrade is unlikely at this time given the severity of cash
flow burn and other liquidity pressures.

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

-- Risk of debt acceleration

-- Failure to stem cash declines in line with recovery plan

-- Inability to restore operating cash flow margins to at least
break-even in fiscal 2023 with clear visibility to much better
performance thereafter

-- An increase in debt

LEGAL SECURITY

Revenue bonds are enhanced by a gross revenue pledge of Kaweah
Delta Health Care District. There is no debt service reserve fund
required except in the event the District fails to meet conditions
contained in the bond indenture.

Inability to meet a 1.5x cushion ratio test and 1.35x maximum
annual debt service coverage test at June 30 and December 31 of
each year would require the funding of a debt service reserve fund
at maximum annual debt service. Failure to fund the debt service
reserve fund within 30 days of reporting could trigger an event of
default absent an amendment or waiver provided by the trustee.

Additional covenants include a cash on hand test of a minimum 90
days and a long term debt service coverage test of 1.25x (or 1.1
with at least 75 days cash on hand). These covenants are measured
annually at June 30. Failure to clear these tests would require a
consultant call-in. According to the bond documents, the system
would be in compliance as long as it is following the consultant's
recommendations and the consultant projects long term debt service
coverage of 1x.

PROFILE

KDHCD operates a variety of health care facilities including
435-licensed bed Kaweah Delta Medical Center, a skilled nursing
facility, a mental health hospital, a rehabilitation hospital, a
dialysis center, and various other outpatient facilities including
five hospital based federally-qualified rural health clinics. All
combined, KDHCD has 613 licensed beds across its various campuses.
Facilities are concentrated in Visalia, CA, and the Medical Center
functions as the major tertiary referral center for Tulare County.
Services include level III trauma, community-level NICU (as
designated by the California Children's Services (CCS) program),
comprehensive neurosurgery, cardiac and vascular surgery, robotic
surgery, comprehensive cardiac and pulmonary rehabilitation,
stroke, a variety of graduate medical education (GME) programs, and
other standard comprehensive tertiary services.

METHODOLOGY

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


KEYSTONE CLEANING: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Keystone Cleaning Services LLC to use cash collateral on
a final basis in accordance with the budget, with a 10% variance.

The Court said the pre-petition liens of any creditor with an
interest in cash collateral will continue post-petition but those
liens will not be greater post-petition than the value of their
lien at the inception of the Chapter 11 case.

As previously reported by the Troubled Company Reporter, five UCC
Financing Statements were filed with the State of Pennsylvania with
respect to the Debtor's assets that have not been terminated:

     a) File Number 2020030900763 filed on March 9, 2020 by
Corporation Service Company, as Representative.

     b) File Number 2020032600886 filed on March 26, 2020 by
Corporation Service Company, as Representative.

     c) File Number 2020081301928 filed on August 13, 2020 by C T
Corporation System, as Representative.

     d) File Number 2021082501317 filed on August 25, 2021 by C T
Corporation System, as Representative.

     e) File Number 2022060601375 filed on June 6, 2022 by
Corporation Service Company, as Representative.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3Fx4ysK from PacerMonitor.com.

The Debtor projects $125,000 in revenue and $96,394 in total
expenses.

              About Keystone Cleaning Services LLC

Keystone Cleaning Services LLC does business as a commercial
cleaning service in Western Pennsylvania. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Case No. 22-22193) on November 11, 2022. In the petition
signed by Gregory W. Hutcherson, managing member, the Debtor
disclosed up to $500,000 in assets and up to $50,000 in
liabilities.

Judge Jeffery A. Deller oversees the case.

Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., is the
Debtor's legal counsel.



KINTARA THERAPEUTICS: Regains Compliance With Nasdaq Bid Price Rule
-------------------------------------------------------------------
Kintara Therapeutics, Inc. said it has received formal notice from
The Nasdaq Stock Market LLC stating that the Company has regained
compliance with the minimum bid price requirement (Nasdaq Listing
Rule 5550(a)(2)) for continued listing on The Nasdaq Capital
Market.

The notice the Company received from Nasdaq on Nov. 29, 2022 noted
that the Company evidenced a closing bid price of its shares of
common stock at or greater than the $1.00 per share minimum
requirement for the last 10 consecutive business days.

                           About Kintara

Located in San Diego, California, Kintara Therapeutics, Inc.
(formerly DelMar Pharmaceuticals) is dedicated to the development
of novel cancer therapies for patients with unmet medical needs.
Kintara is developing two late-stage, Phase 3-ready therapeutics
for clear unmet medical needs with reduced risk development
programs.  The two programs are VAL-083 for GBM and REM-001 for
CMBC.

Kintara reported a net loss of $22.66 million for the year ended
June 30, 2022, compared to a net loss of $38.30 million for the
year ended June 30, 2021.  As of Sept. 30, 2022, the Company had
$13.21 million in total assets, $3.59 million in total liabilities,
and $9.62 million in total stockholders' equity.

San Francisco, CA-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Sept. 27, 2022, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


LASERSHIP INC: DoubleLine ISF Values $1M Loan at 78% of Face
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,025,000 loan
extended to LaserShip, Inc., to market at $799,500, or 78% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine ISF extended a Senior Secured Second Lien Term Loan (6
Month LIBOR USD + 7.50%, 0.75% Floor) to LaserShip. The loan
currently has an interest rate of 10.38% and is scheduled to mature
on April 30, 2029.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia and has sorting centers in New Jersey,
Ohio, North Carolina, and Florida.



LERETA LLC: DoubleLine ISF Values $1.1M Loan at 85% of Face
-----------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,124,297 loan
extended to Lereta LLC, to market at $961,454, or 85.5% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan (1
Month LIBOR USD + 5.25%, 0.75% Floor) to Lereta LLC.  The loan
currently has an interest rate of 8.37% and is scheduled to mature
on July 27, 2028.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

LERETA, LLC offers real estate tax services and flood determination
products.



LIGHT & WONDER: Fitch Assigns 'BB' Final IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned a final Issuer Default Rating (IDR) of
'BB' to Light & Wonder, Inc. and Scientific Games International,
Inc. (collectively, LNW). Fitch has also assigned final ratings of
'BBB-'/'RR1' to LNW's senior secured credit facility and 'BB'/'RR4'
to LNW's senior unsecured notes due 2028 and 2029. Fitch assigned a
'BB'/'RR4' rating to LNW's senior unsecured notes due 2025. The
Rating Outlook is Stable

LNW's rating reflects its conservative leverage profile and solid
expected FCF margin for a gaming supplier and mobile developer.
Gross leverage is declining slower than anticipated at the time of
the April 2022 initiation due to less debt paydown, stemming from
the reduced asset sale proceeds from OpenBet ($400MM less). Despite
this, Fitch believes LNW's credit profile remains consistent with
'BB', due to robust free cash flow generation, strong liquidity,
and still conservative leverage. Fitch forecasts LNW's gross
leverage will decline below 4.0x by 2023 through EBITDA growth
(3.8x), though Fitch previously expected LNW to reach mid-3x by YE
2022.

KEY RATING DRIVERS

Stable Outlook Despite Steeper Leverage Trajectory: Fitch forecasts
LNW to reach 4.2x and 3.8x gross leverage for 2022 and 2023,
respectively, compared to 3.4x and 3.3x at initiation in April
2022. The difference is driven by the $550 million in 2025 notes
remaining outstanding and higher cash balances (about $500 million
more than Fitch's initial forecast) as the company has already
achieved its net leverage target of "2.5x-3.5x" (3.2x as of Sept.
30, 2022).

The further recovery of LNW's gaming equipment and systems cash
flows in 2023, coupled with an anticipated pull back in gaming
operations cash flows and stable digital cash flows, will still
allow LNW to achieve gross leverage metrics in 2023 consistent with
'BB'. Notably, LNW's strong expected FCF generation (mid-teens
margins forecasted in 2023 and beyond) and strong liquidity remain
consistent with the rating.

Good Mix ex-Lottery: Pro forma for the lottery and sports betting
dispositions, LNW is still a diversified gaming supplier with
exposure to traditional gaming (slots, tables, systems), iGaming,
social gaming and casual mobile gaming. The divestiture of lottery
removed a stable and diversifying cash flow stream with healthy
long-term growth rates, although the debt paydown from sale
proceeds was viewed positively.

The company's digital adjacencies balance the traditional slot
industry's high competitiveness, tepid replacement cycle, and
unreliable new casino opening schedule. The company's leading slot
systems business (~10% of pro forma revenues) provides a relatively
reliable cash stream and its table game business (~9%) is shifting
more toward a lease model with operators.

A Leading Gaming Supplier: The company garners low-20% market share
for both slot sales and installed base of premium slots in North
America, which has come down considerably over the last decade as
peers aggressively entered the market. With this share, the company
comfortably remains a top three supplier, and the company
consistently rolls out attractive new content and cabinets that has
helped maintain a leading competitive position.

There are signs of stabilizing market share shifts, with the
company registering relatively stable installed base in North
America since 2020 of around 30,000 units (30,536 units as of Sept.
30, 2022). The company's table game business is a differentiator
relative to its peers, and also has a strong systems business.

Growing Digital Presence: The company operates social gaming and
casual mobile gaming through its unrestricted subsidiary, SciPlay,
of which it owns 81% economic interest and controls over 90% of
voting power. The social gaming business has grown materially over
the last seven years, with quarterly EBITDA approaching $50 million
in 2021, up from $10 million in 2015.

While daily active users have been volatile, monthly payer users
have been stable around 500k the last three years with an 8% CAGR
in monetization (600k as of Sept. 30, 2022). There is meaningful
title concentration, with Jackpot Party Casino generating roughly
50% of total SciPlay revenue.

The company's digital business tends to be hit driven and
competitive, especially within social gaming. The business also
requires considerable R&D investment and customer acquisition
costs. These factors may cause operating cashflows to be more
volatile than the traditional slot business; however, digital
provides the company increased product diversification and scale.

Fitch expects the company to pursue more casual mobile gaming
development as an avenue for revenue growth, which could lead to
increased R&D and tuck-in acquisitions for talent or proven game
titles. The casual mobile gaming industry is more competitive than
traditional slots given low barriers to entry and more formidable
publishing peers like Electronic Arts (A-/Stable).

Significantly Reduced Leverage: Fitch estimates gross leverage to
be 4.2x by YE 2022 and will improve toward the high-3.0x in fiscal
2023 as the gaming segment's EBITDA fully recovers (specifically
equipment and systems adjacencies). This is a significant
improvement from the 6x-8x level the legacy business was rangebound
within during 2015-2019.

The exit of a controlling shareholder, new board and management
were the catalysts for rapid de-levering through asset sales
totaling roughly $6 billion. This level of leverage is more in line
with the company's 'BB' category supplier peers and will support
the company's ambitions to grow its digital segment, particularly
casual mobile gaming. LNW will have less leverage headroom at the
'BB' level relative to Fitch's 4.0x downgrade sensitivity than
initially forecasted, given lower levels of debt paydown from this
year's asset sales.

Strong FCF Generation: Fitch expects the company's FCF generation
and margin will reach around $450 million and 15%, respectively, by
2023 thanks to fully recovered EBITDA, reduced interest expense,
and reduced capital intensity following lottery's divestiture. FCF
is strong relative to the broader gaming industry and in line with
other 'BB' and 'BBB' category suppliers. However, capital intensity
is higher than casino operators given the company's premium slot
business and royalty payments on licenses that are capitalized.

The company's FCF benefits from management's preference for share
repurchases over dividends. Fitch expects a majority of FCF to be
allocated toward repurchases, tuck-in acquisitions to support its
Digital segment and reinvestments within the business. Fitch does
not anticipate any meaningful debt paydown beyond the current
capital structure ($3.9 billion of debt). The company is expected
to have high flexibility for restricted payments.

Parent Subsidiary Linkage: Fitch applied the strong subsidiary/weak
parent approach under its Parent and Subsidiary Linkage Rating
Criteria. Fitch views the linkage as strong across the company's
entities given the openness of access and control by the parent and
relative ease of cash movement throughout the structure. Fitch
views the entities on a consolidated basis and the IDRs are
linked.

DERIVATION SUMMARY

Light & Wonder's rating reflects its conservative leverage profile
and improved FCF generating ability pro forma for recapitalization
and lottery and sports betting divestitures in 2022. LNW remains a
diversified gaming supplier with strong market share, despite the
sale of the less cyclical lottery business. The company's leading
market position in the slot segment and greater diversification
position it stronger than peer Everi Holdings (BB-/Stable), despite
similar leverage levels.

The company has a similar business mix as peer Aristocrat Leisure
(BBB-/Stable); however, Aristocrat has a long track record of
managing gross leverage below 2.5x. International Game Technology
(NR) has a similar credit profile as the company, despite slightly
higher leverage, thanks to meaningful lottery exposure, which can
withstand higher leverage.

In addition, Fitch views the company's credit profile as stronger
than Playtika Holdings (NR), a pure-play digital peer that does not
have exposure to the traditional slots, table games, or systems
businesses. LNW's divested lottery business, Scientific Games
Holdings LP (B/Stable), maintains meaningfully higher leverage in
the 7x range, which offsets its lower cash flow cyclicality.

KEY ASSUMPTIONS

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

- Gaming segment revenue growth around 20% in 2022 as the slot
sale, systems, and table games verticals recover toward
pre-pandemic levels. Fitch forecasts mid-single-digit growth in
2023 and low single-digit growth thereafter, supported by a
stabilization in the company's overall installed base in the
58,000-59,000 range and healthy ADRPU;

- SciPlay revenue growth of nearly 20% in 2022 and continues to
grow in the high single-digits annually thereafter, supported by
increased R&D and tuck-in acquisitions;

- iGaming experiences mid- to high single-digit growth annually,
supported by the rollout of LNW's Live Dealer platform and other
online market advances, and Fitch does not assume any incremental
jurisdictions legalizing (seven U.S. states currently);

--EBITDA margins in the high 30% range. Fitch forecasts SciPlay to
contribute $250 million in annual EBITDA by 2025;

- Capex is 10% of revenues in 2022 but declines to around 8%
annually thereafter given the divestiture of lottery. This includes
royalty payments on license obligations;

- Total gross debt balance steady around $3.9 billion (modest
annual term loan amortization);

- Capital allocation is balanced between shareholder returns and
tuck-in M&A in the digital space. Fitch assumes share repurchases
are the primary avenue to return capital to shareholders.

RATING SENSITIVITIES

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

- Gross leverage sustaining below 3.0x;

- Stable or growing slot share, particularly in North America;

- Expanding footprint in casual gaming demonstrated by successful
launch of new games and or an increase in user-based metrics (both
paying and non-paying).

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

- Gross leverage sustaining above 4.0x;

- Slots business suffering from market share loss or the
deterioration of operating fundamentals;

- Greater revenue concentration in the more cyclical and hit-driven
casual mobile gaming business.

LIQUIDITY AND DEBT STRUCTURE

The company has multiple sources of liquidity that will support its
growth strategy and fund shareholder returns. The company had $1.3
billion of cash as of Sept. 30, 2022 ($299 million of which is at
SciPlay) and full availability under its $750 million revolver.
SciPlay also benefits from a $150 million untapped revolver. Fitch
forecasts the company to generate FCF of around $450 million-$500
million annually beginning FY 2023. This will fund continued
tuck-in acquisitions in the mobile segment and an increase in
shareholder returns primarily in the form of repurchases.

Capex is manageable in the context of the company's improved cash
flow from operations, which should remain around 8% of revenue.
This includes 'payments on license obligations' that get reported
in the company's cash flow from financing and is related to
requirement payments on brand licenses that are akin to operating
expenses.

SciPlay is an unrestricted subsidiary of the company and has no
outstanding debt given its revolver remains untapped. SciPlay is
subject to a 2.5x total leverage and 4.0x fixed charge coverage
financial covenant. Fitch expects SciPlay to retain its cash flow
to pursue growth but its credit agreement does provide flexibility
for cash movement up to the company via its restricted payments
carveouts (e.g. unlimited if total leverage is less than 1.5x).

ISSUER PROFILE

Light & Wonder, Inc. is a gaming equipment supplier and digital
gaming company. The company is a leader in slot systems & table
games, while also among leaders in slot shipments/premium slot
leases. LNW also provides products and services for online gaming,
sports betting and social gaming.

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
   -----------           ------            --------      -----
Scientific Games
International,
Inc.               LT IDR BB   New Rating              BB(EXP)

   senior
   unsecured       LT     BB   New Rating    RR4

   senior
   unsecured       LT     BB   New Rating    RR4       BB(EXP)

   senior
   secured         LT     BBB- New Rating    RR1     BBB-(EXP)

Light & Wonder,
Inc.               LT IDR BB   New Rating              BB(EXP)


MANZELLA PROPERTIES: Taps Fennemore Wendel as Legal Counsel
-----------------------------------------------------------
Manzella Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Fennemore
Wendel as its legal counsel.

The firm's services include:

   a. preparing legal papers;

   b. taking all necessary or appropriate actions in connection
with a sale or a plan of reorganization;

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

   d. other necessary legal services in connection with the
prosecution of the Debtor's Chapter 11 case.

Fennemore Wendel will be paid at these rates:

     Tracy Green, Esq.      $640 per hour
     Lisa Lenherr, Esq.     $500 per hour
     Anthony Austin         $475 per hour

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

The firm received from the Debtor a retainer of $30,000.

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

The firm can be reached at:

     Tracy Green, Esq.
     Lisa Lenherr, Esq.
     Anthony W. Austin, Esq.
     Fennemore Wendel
     1111 Broadway, 24th Floor
     Oakland, CA 94607
     Tel: (510) 834-6600
     Email: tgreen@fennemorelaw.com
            llenherr@fennemorelaw.com
            aaustin@fennemorelaw.com

                     About Manzella Properties

Manzella Properties, LLC, a company in Brea, Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 22-11915) on Nov. 9, 2022, with $10 million to $50 million
in assets and $1 million to $10 million in liabilities. Joseph
Manzella signed the petition as the authorized person.

Fennemore Wendel and Sonoran Capital Advisors serve as the Debtor's
legal counsel and financial advisor, respectively.


MANZELLA PROPERTIES: Taps Sonoran Capital as Financial Advisor
--------------------------------------------------------------
Manzella Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Sonoran
Capital Advisors as its financial advisor.

The firm's services include:

     (a) communicating with the Debtor's legal counsel and creditor
constituencies;

     (b) assisting with cash flow and budgeting;

     (c) assisting with creating and updating initial debtor
production to the U.S. Trustee, statements and schedules;

     (d) assisting with the preparations for the initial interview
with the U.S. trustee and Section 341 meeting of creditors;

     (e) assisting with the drafting of motions to be filed with
the court;

     (f) assisting with the preparation and filing of monthly
operating reports;

     (g) assisting with the drafting, preparation and filing of
disclosure statements and plan of reorganization;

     (h) assisting with any Section 363 sales and related analysis;
and

     (i) other necessary services requested by the Debtor.

Sonoran will be paid at these rates:

     Managing Directors     $425 to $495 per hour
     Senior Advisors        $395 per hour
     Senior Associates      $295 per hour
     Associates             $250 per hour
     Analysts               $100 to $195 per hour

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

Bryan Perkinson, managing director at Sonoran, 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.

Sonoran can be reached at:

     Bryan Perkinson
     Sonoran Capital Advisors, LLC
     1733 N Greenfield Rd. Suite 101
     Mesa, AZ 85205
     Tel: (480) 825-6650
     Email: bperkinson@sonorancap.com

                     About Manzella Properties

Manzella Properties, LLC, a company in Brea, Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 22-11915) on Nov. 9, 2022, with $10 million to $50 million
in assets and $1 million to $10 million in liabilities. Joseph
Manzella signed the petition as the authorized person.

Fennemore Wendel and Sonoran Capital Advisors serve as the Debtor's
legal counsel and financial advisor, respectively.


MARINER HEALTH: Committee Gets OK to Hire Sheppard as Co-Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Mariner Health
Central, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Sheppard, Mullin,
Richter & Hampton, LLP as co-counsel with Robinson & Cole, LLP.

The firm's services include:

     (a) advising the committee regarding bankruptcy law;

     (b) advising with respect to the committee's rights, powers
and duties in the Chapter 11 cases of Mariner Health Central and
its affiliates;

     (c) attending and participating in committee meetings;

     (d) reviewing financial information furnished by the Debtors
to the committee and investigating various potential claims;

     (e) assisting in the investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtors;

     (f) providing aid and assistance in monitoring the progress
and administration of the Debtors' cases;

     (g) providing representation in consultations, meetings,
negotiations and proceedings involving the Debtors, the committee,
and other parties-in-interest;

     (h) representing the committee in proceedings or hearings
before the bankruptcy court and such other courts or tribunals, as
appropriate;

     (i) conducting examinations of witnesses, claimants or adverse
parties, and preparing and assisting in the preparation of reports,
accounts, and pleadings related to the cases;

     (j) investigating causes of action and claims of the Debtors'
bankruptcy estates against third parties;

     (k) advising the committee concerning the requirements of the
Bankruptcy Code and applicable rules as they may affect the
committee in these cases and any related adversary proceedings;

     (l) assisting the committee and working with the Debtors with
regard to a value-maximizing sale of substantially all of the
Debtors' assets as a going concern or otherwise, subject to overbid
at auction, or other transaction with respect to the Debtors'
assets;

     (m) advising the committee and working with the Debtors and
any other third-party regarding the formulation, negotiation,
confirmation, and implementation of any Chapter 11 plan;

     (n) advising and assisting the committee with respect to any
matters involving the U.S. Trustee and the Debtors; and

     (o) representing the committee in all other legal aspects of
these cases.

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

    Ori Katz, Partner         $1,255
    Jeannie Kim, Associate      $880
    Koray Erbasi, Associate     $655

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
Sheppard disclosed the following:

   Question:  Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?

   Response:  No.

   Question:  Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?

   Response:  No.

   Question:  If you represented the client in the 12 months
pre-petition, disclose your billing rates and material financial
terms for the pre-petition engagement, including any adjustments
during the 12 months pre-petition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.

   Response:  Not applicable.

   Question:  Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?

   Response:  The firm is developing a prospective budget and
staffing plan for the committee's review and approval.

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

The firm can be reached through:

     Ori Katz, Esq.
     Jeannie Kim, Esq.
     Koray Erbasi, Esq.
     Sheppard, Mullin, Richter & Hampton, LLP
     Four Embarcadero Center, 17th Floor
     San Francisco, CA 94111-4109
     Telephone: (415) 434-9100
     Facsimile: (415) 434-3947
     Email: okatz@sheppardmullin.com
            jekim@sheppardmullin.com
            kerbasi@sheppardmullin.com

                    About Mariner Health Central

Atlanta-based Mariner Health Central, Inc. provides administrative,
clinic and operational support services to skilled nursing
facilities, including the 121-bed facility operated by Parkview
Operating Company, LP.

Mariner and its affiliates, Parkview Operating Company and Parkview
Holding Company GP, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of California (Bankr. D. Del. Lead Case No.
22-41079) on Oct. 25, 2022.

The Debtors estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.

Judge William J. Lafferty oversees the cases.

The Debtors tapped Raines Feldman, LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware
counsel; and SierraConstellation Partners, LLC as restructuring
advisor. Lawrence Perkins, chief executive officer of
SierraConstellation, serves as the Debtors' chief restructuring
officer. Kurtzman Carson Consultants, LLC is the claims and
noticing agent and administrative advisor.

The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Robinson & Cole, LLP and Sheppard, Mullin, Richter & Hampton, LLP
serve as the committee's bankruptcy counsel while Province, LLC is
the committee's financial advisor.


MARINER HEALTH: Committee Taps Province as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Mariner Health
Central, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Province, LLC as its
financial advisor.

The firm's services include:

   a. analyzing the Debtors' DIP budget, assets and liabilities,
and overall financial condition;

   b. reviewing financial and operational information furnished by
the Debtors;

   c. monitoring the sale process, reviewing bidding procedures,
stalking horse bids, asset purchase agreements, interfacing with
the Debtors' professionals, and advising the committee regarding
the process;

   d. scrutinizing the economic terms of various agreements;

   e. analyzing the Debtors' proposed business plans and developing
alternative scenarios, if necessary;

   f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;

   g. investigating potential avoidance actions, and claim
analyses;

   h. assisting the committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cashflow budgets, and
monthly operating reports;

   i. advising the committee on the current state of the Debtors'
Chapter 11 cases;

   j. advising the committee in negotiations with the Debtors and
third parties as necessary;

   k. participating as a witness in hearings before the court with
respect to matters upon which Province has provided advice; and

   l. other activities approved by the committee and its legal
counsel and agreed to by the firm.

The firm will charge these hourly fees:

   Managing Directors/Principals                $860 to $1,180
   Vice Presidents/Directors/Senior Directors   $580 to $860
   Analysts/Associates/Senior Associates        $300 to $580
   Paraprofessionals                            $220 to $300

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

Paul Huygens, a partner at Province, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Paul Huygens
     Province, LLC
     2360 Corporate Circle, Suite 330
     Henderson, NV 89074
     Phone: +1 (702) 685-5555
     Email: phuygens@provincefirm.com

                    About Mariner Health Central

Atlanta-based Mariner Health Central, Inc. provides administrative,
clinic and operational support services to skilled nursing
facilities, including the 121-bed facility operated by Parkview
Operating Company, LP.

Mariner and its affiliates, Parkview Operating Company and Parkview
Holding Company GP, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of California (Bankr. D. Del. Lead Case No.
22-41079) on Oct. 25, 2022.

The Debtors estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.

Judge William J. Lafferty oversees the cases.

The Debtors tapped Raines Feldman, LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware
counsel; and SierraConstellation Partners, LLC as restructuring
advisor. Lawrence Perkins, chief executive officer of
SierraConstellation, serves as the Debtors' chief restructuring
officer. Kurtzman Carson Consultants, LLC is the claims and
noticing agent and administrative advisor.

The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Robinson & Cole, LLP and Sheppard, Mullin, Richter & Hampton, LLP
serve as the committee's bankruptcy counsel while Province, LLC is
the committee's financial advisor.


MARINER HEALTH: Committee Taps Robinson & Cole as Legal Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Mariner Health
Central, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Robinson & Cole, LLP
as its legal counsel.

The committee needs the firm's legal services, which include:

   (a) assisting and advising the committee in its discussions with
Mariner Health Central and its affiliates and other
parties-in-interest regarding the overall administration of these
Chapter 11 cases;

   (b) assisting and advising the committee in its examination and
analysis of the conduct of the Debtors' affairs;

   (c) analyzing, advising and representing the committee regarding
the evaluation of the assets and liabilities of each Debtor, and
with regard to any causes of action belonging to the Debtors'
estates;

   (d) assisting, advising, and representing the committee in
analyzing and investigating the acts, conduct, assets, liabilities,
corporate structure, and financial conditions of the Debtors,
including, without limitation, the Debtors' financial disclosures
and related matters, the Debtors' operations, and any other matters
relevant to these cases;

   (e) assisting, advising, and representing the committee in
connection with any and all matters that began in the U.S.
Bankruptcy Court for the District of Delaware where the cases were
initially filed;

   (f) representing the committee at court hearings and
communicating with the committee regarding the matters heard and
the issues raised as well as the decisions and considerations of
the court;

   (g) conferring with the professionals retained by the Debtors
and any other appointed estate fiduciaries, and other
parties-in-interest, as well as with such other professionals as
may be selected and employed by the committee;

   (h) assisting, advising, and representing the committee in
connection with certain adversary proceedings or appeals
therefrom;

   (i) assisting, advising, and representing the committee in
connection with any litigation pending or to be brought in
non-bankruptcy forums;

   (j) participating in such examinations of the Debtors and other
witnesses as may be necessary in connection with their Chapter 11
cases;

   (k) negotiating and formulating any plan of reorganization,
including advising the committee in connection with the unique or
particularized issues arising in connection with the cases; and

   (l) assisting the committee generally in performing such other
services as may be desirable or required for the discharge of its
duties.

Robinson & Cole will be paid at these rates:

     Partners       $800 to $1,500 per hour
     Associates     $425 per hour
     Paralegals     $475 per hour

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
Robinson & Cole disclosed the following:

   Question:  Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?

   Response:  No.

   Question:  Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?

   Response:  No.

   Question:  If you represented the client in the 12 months
pre-petition, disclose your billing rates and material financial
terms for the pre-petition engagement, including any adjustments
during the 12 months pre-petition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.

   Response:  Not applicable.

   Question:  Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?

   Response:  The firm is developing a budget and staffing plan
that will be presented for approval by the committee.

Jamie Edmonson, Esq., a partner at Robinson & Cole, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Natalie D. Ramsey, Esq.
     Jamie L. Edmonson, Esq.
     Robinson & Cole, LLP
     1201 N. Market Street, Suite 1406
     Wilmington, DE 19801
     Tel: (302) 516-1700
     Email: nramsey@rc.com
            jedmonson@rc.com

                    About Mariner Health Central

Atlanta-based Mariner Health Central, Inc. provides administrative,
clinic and operational support services to skilled nursing
facilities, including the 121-bed facility operated by Parkview
Operating Company, LP.

Mariner and its affiliates, Parkview Operating Company and Parkview
Holding Company GP, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of California (Bankr. D. Del. Lead Case No.
22-41079) on Oct. 25, 2022.

The Debtors estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.

Judge William J. Lafferty oversees the cases.

The Debtors tapped Raines Feldman, LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware
counsel; and SierraConstellation Partners, LLC as restructuring
advisor. Lawrence Perkins, chief executive officer of
SierraConstellation, serves as the Debtors' chief restructuring
officer. Kurtzman Carson Consultants, LLC is the claims and
noticing agent and administrative advisor.

The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Robinson & Cole, LLP and Sheppard, Mullin, Richter & Hampton, LLP
serve as the committee's bankruptcy counsel while Province, LLC is
the committee's financial advisor.


MARY A II: Unsecureds Owed $6M to $7.5M to Split $1M in Plan
------------------------------------------------------------
The Mary A II, LLC submitted a Plan of Reorganization and a
Disclosure Statement.

General unsecured creditors with allowed claims are classified in
Class 4. Class 4 creditors holding allowed claims shall receive
their pro-rata share of $1,000,000, which will be funded from the
New Value Contribution to be provided by Ranch Lending LLC, or its
assigns.

Ranch Lending shall provide the Debtor with a combination of
secured loans, capital contributions, agreements to defer or
guarantee payments under the Plan, and/or credits for Ranch
Lending's existing Class 1 liens or mortgage claims (the "New Value
Contribution") to allow the Debtor to meet all its Plan related
obligations and confirm the Plan. The New Value Contribution is
currently projected to be approximately $3,200,000. In exchange for
the New Value Contribution, Ranch Lending shall become the Debtor's
new equity owner(s) and the membership interests of MA Holdings 1,
LLC and MA Holdings 2, LLC shall be extinguished upon Confirmation
of the Debtor's Plan.

The Debtor estimates that the total amount due to Class 4 General
Unsecured Creditors is approximately $6,000,000.00 but could be as
much as $7,500,000. In the event that this Plan is confirmed, the
Debtor will pay the claims of the General Unsecured Creditors of
Class 4 as follows:

   (i) Each Class 4 creditor will receive its pro-rata share of
$1,000,000.00. Payment would be made no later than the 90th day
from the Effective Date and would be funded from the New Value
Contribution.

  (ii) The Debtor will select counsel to pursue the Bank Litigation
and the Rudnick Litigation no later than 45 days after the
confirmation order. If counsel is not selected by the Debtor, the
Class 4 creditors shall select counsel to pursue the Bank
Litigation and the Rudnick Entity Litigation. In the event that the
Litigation Proceeds are obtained, Class 4 creditors shall receive
their pro-rata share of 100% of the Litigation Proceeds, net of all
fees and costs incurred as a result of the Bank Litigation and
Rudnick Entity Litigation.

In the event that this Plan is not confirmed, or the Plan requires
a cramdown pursuant to section 1129(b) of the Code, the Debtor
shall seek to either confirm its Plan under section 1129(b) of the
Code or proceed with a sale of its assets.  If the Debtor elects to
proceed with a sale pursuant to section 363 of the Code, Ranch
Lending will be the stalking horse bidder with a bid of
$817,783.00. The stalking horse bid amount represents the appraised
value of the Real Property and the Debtor, exercising its business
judgment, believes a stalking horse bid of $817,783.00 is
appropriate. The Debtor shall file a motion to approve the bid
procedures and sale pursuant to section 363 of the Code. Ranch
Lending's stalking horse bid shall be $817,783.00 and Ranch Lending
will be authorized to credit bid all allowed amounts under its
mortgage claim (Class 1) as well as any amounts advanced to the
Debtor pursuant to the post-petition borrowing motion. Ranch
Lending will agree to a carveout for the benefit of the unsecured
creditors of $50,000. If higher and better bids are received,
unsecured creditors would be entitled to any excess funds after
Pierre's secured claim, administrative claims, and expenses related
to the sale have been paid in full. The Bank Litigation and the
Rudnick Entity Litigation will not be sold as part of the 363 sale
and any Litigation Proceeds would be distributed to Class 4
creditors.

To avoid the disproportionate expense and inconvenience associated
with making de minimis distributions, the Debtor will not be
required to make, and will be excused from making, distributions in
amounts of less than $25.00 each to Holders of Allowed Class 4
Claims. Class 4 is impaired.

The Debtor's Plan proposes to pay creditors from the New Value
Contribution received from Ranch Lending, the Litigation Proceeds,
and the projected net disposable income derived from the Mitigation
Bank. The New Value Contribution will be made on the Effective Date
of the Plan. The Litigation Proceeds and the income generated from
operations are based upon projections and are therefore not
guaranteed.

The New Value Contribution will be approximately $3,200,000 and
would consist of a combination of secured loans, capital
contributions, agreements to defer or guarantee payments under the
Plan, or credits for Ranch Lending's exiting Class 1 liens or
mortgage claims.

Attorneys for the Debtor:

     Alberto F. Gomez, Jr., Esq.
     JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
     401 E. Jackson Street, Ste. 3100
     Tampa, FL 33602
     Telephone: 813-225-2500
     Facsimile: 813-223-7118
     E-mail: Al@jpfirm.com

A copy of the Disclosure Statement dated Nov. 23, 2022, is
available at https://bit.ly/3u4H2wt from PacerMonitor.com.

                      About The Mary A II

The Mary A II, LLC, a company in Tampa, Fla., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 22-01177) on March 25, 2022, with as much as $10
million in both assets and liabilities. Ruediger Mueller serves as
Subchapter V trustee.

Judge Caryl E. Delano oversees the case.

Alberto F. Gomez, Jr., Esq., of Johnson Pope Bokor Ruppel & Burns,
LLP and William Long, Jr. of Jonah Consulting Group, LLC serve as
the Debtor's legal counsel and chief restructuring officer,
respectively.


MKS REAL ESTATE: Taps Cantey Hanger as Bankruptcy Counsel
---------------------------------------------------------
MKS Real Estate, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Cantey Hanger, LLP as
its bankruptcy counsel.

The firm's services include:

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

     b. preparing legal papers; and

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

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

     M. Jermaine Watson, Shareholder   $515 per hour
     Kelsey Apsey, Paralegal            $90 per hour

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

M. Jermaine Watson, Esq., a partner at Cantey Hanger, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     M. Jermaine Watson, Esq.
     Cantey Hanger, LLP
     600 W. 6th Street, Suite 300
     Forth Worth, TX 76102
     Tel: (817) 877-2800
     Fax: (817) 333-2961
     Email: jwatson@canteyhanger.com

                       About MKS Real Estate

MKS Real Estate, LLC owns and operates an office building valued at
$14.4 million. It is based in Fort Worth, Texas.

MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Texas Case
No. 21-40424) 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)] will have
the right to post the real property for non-judicial foreclosure
and proceed with the foreclosure on Nov. 1, 2022 in the event the
claim is not paid in full on or before Oct. 31, 2022."

MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D.
Texas 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.

Judge Edward L. Morris oversees the 2022 case.

The Debtor is represented by M. Jermaine Watson, Esq., at Cantey
Hanger, LLP.


MLN US HOLDCO: DoubleLine ISF Values $2.9M Loan at 42% of Face
--------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,920,000 loan
extended to MLN US HoldCo LLC, to market at $1,214,764, or 42% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine ISF extended a Senior Secured Second Lien Term Loan (6
Month LIBOR USD + 8.75%) to MLN US HoldCo LLC.  The loan currently
has an interest rate of 12.50% and is scheduled to mature on
November 30, 2026.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings.  The
company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by Searchlight Capital Partners, a private
equity firm.


MLN US: DoubleLine OCF Values $155,000 Loan at 42% of Face
----------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $155,000 loan
extended to MLN US Holdco LLC to market at $64,482, or 42% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (6
Month LIBOR USD + 8.75%) to MLN US Holdco.  The loan carries an
interest rate of 12.50% and is scheduled to mature on November 30,
2026.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

MLN US Holdco LLC manufactures communication equipment.


MMC JUICE: Gets OK to Hire Judd Lofchie as Transactional Attorney
-----------------------------------------------------------------
MMC Juice Investors, Co. received approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire Judd Lofchie,
Esq., at Judd Lofchie & Associates.

The Debtor needs the assistance of a transactional attorney at the
closing of the sale of its business.

The attorney will charge a flat fee of $3,000 payable at the
closing of the sale.

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

The firm can be reached through:

     Judd Lofchie, Esq.
     Judd Lofchie & Associates
     1999 W. Galena Blvd. Suite B
     Aurora, IL 60506
     Phone: 630-236-3600
     Email: judd@jlholdings.com

                     About MMC Juice Investors

MMC Juice Investors, Co. operates a restaurant in Naperville, Ill.,
under a franchise agreement with Clean Juice Franchise Co. It has
been in business since 2019.

MMC Juice Investors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-11403) on Oct. 3,
2022, with up to $500,000 in both assets and liabilities. Michelle
Constantino, president, signed the petition.

Judge LaShonda A. Hunt oversees the case.

Richard G Larsen, Esq., at Springer Larsen Greene, LLC is the
Debtor's bankruptcy counsel.


NAVACORD CORP: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has published its 'B' Long-Term Issuer Default Rating
(IDR) for Navacord Corp. and its wholly owned borrower subsidiary,
Jones DesLauriers Insurance Management Inc. The Rating Outlook is
Stable.

Fitch has published ratings on the company's CAD100 million super
senior revolving credit facility at 'BB'/'RR1', first lien CAD term
loans at 'BB-'/'RR2', and second lien term loans at 'CCC+'/'RR6'.
Fitch also assigned ratings of 'CCC+'/'RR6' to its new USD senior
unsecured notes issuance. The ratings impact approximately CAD1.4
billion pro forma for its pending USD senior unsecured notes
issuance, not including undrawn capacity on the revolver.

Navacord's 'B' IDR is reflective of the company's strong organic
growth and EBITDA margins as well as solid position as a market
leader in the Canadian brokerage market, offset by an aggressive
financial policy and Fitch's expectation that leverage will remain
elevated in the next few years.

KEY RATING DRIVERS

Solid Market Position: Fitch views Navacord's solid position in the
Canadian insurance distribution market as a credit positive, with
it being the fourth largest commercial brokerage and benefits firm
in Canada. The insurance brokerage industry is highly fragmented
and competitive, but Navacord realized solid organic revenue growth
at least in the mid-single digit range since 2017 (double digit
organic growth from 2019-2022). This compares favorably against
other Fitch-rated brokers in North America. Fitch expects the
industry to grow low- to mid-single digits over time but certain
higher growth brokers such as Navacord may exceed this growth rate.
Navacord also sustained solid EBITDA margins in the high-20% to
mid-30% range in the past five years.

Highly Acquisitive: Fitch believes M&A will remain a key growth
engine for the company in the future, similar to its historic track
record. The company acquired 69 companies, largely small brokers,
for approximately USD1.0 billion since Madison Dearborn invested in
mid-2018. Many of these deals were relatively small, with purchase
prices below CAD25 million, although some were larger as the
company scaled. These deals collectively contributed roughly USD99
million EBITDA at time of purchase, or roughly 60% of the company's
current run-rate EBITDA.

Numerous Fitch-rated issuers in the North American insurance
brokerage industry have focused on roll-up M&A. However, Navacord
is among the largest issuers purely focused on Canada. Acquisitions
were historically funded largely by debt, which presents financial
risk in a rising rate environment. However, integration risk is
more manageable given the nature of the business model and these
deals are likely more about acquiring customers and brokers.

High Leverage: Fitch views the company's high leverage as a
limiting factor for the IDR and will likely constrain the rating to
the 'B' rating category in the coming years. Pro forma for M&A and
the pending unsecured notes issuance, reported gross leverage
(debt/EBITDA) is 8.3x as of Aug. 1, 2022, while net leverage is
more manageable near 6.2x. Fitch expects Navacord will continue to
maintain an elevated leverage profile due to its aggressive
deployment of capital to grow through engaging in M&A.

Well-managed insurance brokerage and services firms can tolerate a
higher degree of financial leverage versus other Corporates sectors
reviewed by Fitch given the industry's high degree of stability
throughout the economic cycle, with some of the larger brokers
having only experienced organic sales declines in the low-single
digit range during the 2008 global financial crisis. However,
Navacord's leverage is higher versus other Fitch-rated peers so it
is important to monitor this key credit risk.

Diversification: Navacord benefits from broad client, broker, and
carrier diversification although it solely operates in Canada. It
operates throughout Canada, with more than 50,000 commercial
clients and its top 20 customers only comprise 4% of revenue. Its
top 10 producers are less than 10% of revenue and it is also
diversified by insurance carrier partners. It is also fairly well
diversified by lines of business, with a mix of commercial property
& casualty (P&C), personal P&C, and benefits offerings. Its
geographic concentration does not constrain the rating to its
current IDR, given its strong market position. However, Fitch
believes the company could expand outside Canada over time.

Stable Business Model: Fitch believes the company operates a fairly
predictable business model in an industry that performs well
throughout the economic cycle. Navacord was founded in 2014 and has
a more limited operating history versus other Fitch-rated brokers,
but Fitch expects the industry to exhibit much lower revenue and
earnings declines in a recession versus other sector given the
highly sticky nature of insurance. Many large global insurance
brokers grew organically each year since 2007, except for a modest
decline during 2009, and also grew during the 2020 coronavirus
pandemic. However, Navacord faces more unique risk given its
geographic exposure to a single country.

Cash Flow Ratios Constrained: Fitch-defined FCF will likely be
constrained over the ratings horizon due to continued debt-financed
M&A that has led to high leverage and rising rates significantly
increased interest expense during 2022. Fitch projects nominal FCF
over the next four years. Interest coverage is also low in the near
term and near Fitch's negative sensitivity threshold for the 'B'
IDR. Importantly, much of the constrained FCF is a derivative of
its M&A roll-up strategy, and Fitch views the underlying cash
generation profile of the business as healthy. If the company were
to significantly slow its M&A strategy, Fitch believes CF
generation would improve materially unless all of excess CF were
then diverted to shareholder capital returns.

DERIVATION SUMMARY

Navacord competes in a fragmented landscape of insurance brokerage
and benefits services providers that includes other local/regional
companies, national agents and large multi-national brokers. Fitch
rates numerous companies in the insurance brokerage industry that
are comparable in terms of scale, operating profile and business
model. Navacord maintains a top four position among commercial
brokers in Canada and has established reasonable size with revenue
approaching CAD500 million and annual premium near CAD3.0 billion.
However, it remains relatively small and has meaningfully higher
financial leverage versus larger global brokers such as Marsh &
McLennan Companies, Inc. (A-), Aon plc (BBB+), among others. The
'B' rating is reflective of the company's strong historic growth
profile, solid profitability, and diversification among its
customers and business segments. This is offset by an aggressive,
debt-financed M&A strategy, that has led to high gross leverage.

KEY ASSUMPTIONS

- Organic revenue growth in the mid-single digit percentage range
over the ratings horizon plus contributions from incremental M&A
through FY25.

- EBITDA margins estimated in the low-30% range, with some
forecasted pressures from cost/wage inflation and additional growth
investments. Also, Fitch expects further cost normalization as the
company returns to post-COVID working practices.

- Cash taxes and working capital remain a modest use of cash flow
in the next few years.

- Fitch assumes Navacord will continue its growth-driven M&A
strategy and will incur cash outflows related to purchase and
integration costs. Fitch assumes this remains the primary use of
cash flow and incremental M&A is funded via internal cash flow and
incremental debt.

Recovery Analysis

- For entities rated 'B+' and below - where default is closer and
recovery prospects are more meaningful to investors - Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating or published 'RR' (graded from 'RR1' to
'RR6'), and is notched from the Issuer Default Rating accordingly.
In this analysis, there are three steps: (i) estimating the
distressed enterprise value (EV); (ii) estimating creditor claims;
and (iii) distribution of value.

- Fitch assumes Navacord would emerge from a default scenario under
the going concern approach versus liquidation. Key assumptions used
in the recovery analysis are as follows:

(i) Going concern EBITDA - Fitch estimates a going concern EBITDA
of approximately CAD138 million, or below the company's current
run-rate EBITDA as of July 2022. This lower level of EBITDA than
the current run-rate considers competitive and/or company-specific
pressures that hurt earnings in the future while also considering
that its M&A strategy could lead to a much higher EBITDA base
before any risk of bankruptcy.

(ii) EV Multiple - Fitch assumes a 6.5x multiple, which is
validated by historic public company trading multiples, industry
M&A and past reorganization multiples Fitch has seen across various
industries.

RATING SENSITIVITIES

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

- EBITDA Leverage, or Debt/EBITDA, sustained below 6.5x;

- (CFO-capex)/Debt sustained in low double digits.

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

- EBITDA Leverage sustained above 8.0x;

- Interest Coverage, or EBITDA/Interest paid, sustained below
1.5x;

- (CFO-capex)/Debt sustained near 0% or below;

- Deterioration in operating fundamentals that lead to weaker
revenue trends, margin underperformance, and compression of cash
flows.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Navacord has a well-positioned balance sheet pro
forma for the pending senior notes issuance. The company is
projected to have roughly CAD340 million of cash on its balance
plus full access to its CAD100 million senior secured revolving
credit facility. Cash needs are fairly minimal given the nature of
its business that has low capital intensity and working capital
needs, along with fairly manageable debt amortization and cash
taxes. This should provide sufficient liquidity to both operate its
current business as well as invest for organic growth and M&A.

Debt Structure: Pro forma for the upcoming senior notes issuance,
the company's debt capital consists of: (i) a CAD100 million senior
secured revolver; (ii) CAD967 million of senior secured first lien
term loans; and (iii) USD300 million of senior unsecured notes. Its
revolver and term loans are floating rate while the senior notes
will have a fixed coupon. There are no near-term maturities with
the first lien debt maturing in 2028, while the senior notes will
mature in 2030. Fitch expects its debt will grow in the future as
it continues its M&A-driven growth strategy.

ISSUER PROFILE

Navacord Corp. was founded in 2014 and is one of the leading
Canadian commercial insurance brokerers and benefits providers. It
was incorporated under Navacord Corp. in 2018. The company is
private, with partial ownership by Madison Dearborn, and has
approximately 2,200 employees.

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      
   -----------               ------            --------      
Jones Deslauriers
Insurance Management
Inc.                   LT IDR B    Publish

   Senior Secured
   2nd Lien            LT     CCC+ Publish       RR6

   senior secured      LT     BB-  Publish       RR2

   super senior        LT     BB   Publish       RR1

   senior
   unsecured           LT     CCC+ New Rating    RR6

Navacord Corp.         LT IDR B    Publish


NAVACORD CORP: S&P Assigns 'B-' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned Canada-based insurance broker Navacord
Corp. a 'B-' issuer credit rating. The outlook is stable.

S&P said, "At the same time, we assigned our 'CCC' debt rating with
a '6' recovery rating to the company's proposed $300 million U.S.
unsecured notes, indicating our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default."

S&P's rating reflects the company's weak business risk profile and
highly leveraged financial risk profile. Established in 2014,
Navacord is a Canadian insurance broker with commercial and
personal property and casualty (P&C), employee benefits and
retirement services, and underwriting services exclusively in
Canada. The company is owned by management and employees (61% of
fully diluted ownership), and private equity sponsor Madison
Dearborn (39% ownership), with majority control (based on board
representation) held by Madison Dearborn since its initial
investment in 2018.

In its less than 10 years of operations, Navacord has grown
organically and inorganically to become the fourth largest
commercial insurance broker in Canada. But with expected pro-forma
revenue of around C$500 million for full year 2022, the company
remains among the smallest of our rated insurance brokers. Given
its small revenue base, S&P views it as more susceptible to
macroeconomic conditions and competitive industry pressures than
larger rated peers.

The company's main focus is on commercial P&C (around 53% of
commission revenue for 2022), with a growing presence in personal
P&C (28%), employee benefits and retirement (14%), and underwriting
solutions (5%). Within its Canadian marketplace, the company is
concentrated in Ontario (47% of revenues), with its remaining
revenue spread across Alberta (22%), British Columbia (22%), and a
few other provinces (8%). Like peers, Navacord is well diversified
by client, carrier, and producer, with no material concentrations.

The Canadian marketplace for insurance brokerage is fairly similar
to the U.S., where the majority of our rated insurance brokers
derive most of their revenue. The Canadian P&C market, both from a
market premiums and total broker revenues perspective, has had
fairly consistent mid-single digit growth each year, and S&P
expects this trend to continue based on broadening scope of demand
and market penetration. Similar to the U.S. dynamic, the brokerage
market is highly fragmented, with the top 10 players in Canada
encompassing less than 40% of the marketplace (based on company
estimates). The three players with larger market share than
Navacord in Canada are HUB, Aon, and Marsh & McLennan--of these,
only HUB predominantly focuses on a similar target of middle market
clientele (Marsh & McLennan and Aon are more large accounts focused
in Canada). Most competition, instead, is derived from local
Canadian based players that are smaller and less sophisticated than
Navacord, a dynamic that aids Navacord's positioning both from an
organic and acquisition perspective. Other sizeable U.S. based
players have continued to try increasing their presence in the
Canadian market with fairly limited success, but a couple like NFP
and Gallagher have increased traction in penetrating the market.
Notwithstanding, S&P views the potential for increasing competition
from larger U.S. players as a continued risk factor.

Navacord's profitability trend has been favorable. Organic growth
for the three year 2019-2021 period averaged 11%, and the trend has
remained consistent in 2022 at about 10% for the year. The company
estimates about 4%-6% of the organic lift related to a positive
market impact from price and exposure trends. Favorable new
business and retention trends comprise the rest, as the company
benefits from deepening relationships with insureds and insurers as
a growing national broker in tune with the local markets. The
company has particularly had success with producer recruitment and
retention, building out expertise in new verticals, and increasing
cross-sell and collaboration on major accounts. In addition, the
company has had robust margins (consistent with many peers rated in
the U.S.), with S&P Global adjusted EBITDA margins in the 33%-34%
range over the last three years, supported by the naturally
favorable margin profile of the brokerage space, organic operating
leverage across its cost base, and successful integration of
accretive acquisitions.

Separate from organic growth, M&A has been a cornerstone of
Navicord's growth strategy. The company completed more than 80
deals since inception in 2014, 69 of which have occurred in the
last four years (more than 25% of the total number of publicly
announced transactions in Canada over the last four years). In the
last 12 months ended Oct. 31, 2022, the company completed 20 deals,
consisting of approximately C$60 million in annualized acquired
revenue. Navacord is an acquirer of choice among smaller local
players given its local roots that allows the company to cultivate
potential target relationships outside of auction processes, and
willingness to use equity as part of the purchase price
consideration (typically around 2x of the purchase price). The
company's acquisition strategy appears to be disciplined, with
reasonable due diligence and gating processes, and clear
post-closing integration processes. Notwithstanding, consistent
with industry trend, purchase price multiples are high (Navacord's
all in average purchase price EBITDA multiple was 10.5x in 2022)
and have continued to creep up given strong demand in the
industry.

S&P said, "Our assessment of Navacord's financial profile as highly
leveraged is because of the high amount of debt in the capital
structure relative to EBITDA and resultant weak credit protection
measures. Following the proposed transaction, pro-forma S&PGR
adjusted debt to EBITDA for Navicord will be elevated at around
8.7x, as of the fiscal year ended Oct. 31, 2022 (and inclusive of
annualized earnings of deals closed through this period).
Similarly, pro-forma coverage is weak at around 1.3x, when
including a full year of interest expense under the proposed
capital structure and using current 1 month CDOR rates for the
company's variable debt. In our debt calculations, we do not net
cash (the company will have a sizeable unrestricted cash position
of around $270 million post transaction) since we believe,
consistent with other private equity owned companies, Navacord will
use this cash mostly to fund acquisitions rather than pay down debt
beyond required amortization. We anticipate healthy leverage
reduction over the next 12 months as the company continues to grow
and deploys excess cash on the balance sheet toward accretive M&A,
but credit metrics will remain weak and well consistent with a
highly leveraged financial profile."

Under S&P's base case forecast, it assumes the following for full
year 2023 and 2024:

-- Real Canadian GDP growth of 0% 2023 and 1% in 2024

-- Organic growth in the 8%-10% range on continued strong new
business momentum and retention, with continued market lift as
positive insured pricing and benefits from inflation on insured
exposures more than offset economic weakening

-- Acquired revenue of 12%-17% each year

-- S&P adjusted EBITDA margins deteriorating to near 30%-32% in
2023 and 2024 (from around 33.5% expected for full year 2022) on
cost inflation, post COVID expense normalization, and investments
in the business

-- Steady gross debt levels (beyond required amortization)
post-transaction throughout 2023, as cash needs for M&A are funded
through excess balance sheet cash post transaction, followed by
incremental debt of C$200-C$250 million in 2024 to fund M&A

Based on these assumptions, S&P arrives at the following credit
metrics:

-- Pro-forma leverage of 7.5x-8x in 2023 and 7x-7.5x in 2024

-- EBITDA coverage of 1.3x-1.5x for 2023 and 1.5x-2x in 2024

-- Adjusted free operating cash flow to debt of 2%-5% for 2023 and
2024

S&P said, "Based on our criteria, the combination of a weak
business risk profile and highly leveraged financial profile
results in a split anchor of 'b/b-'. We choose the lower anchor of
'b-' based on Navicord's notably weaker cash flow/leverage ratios
relative to similarly sized 'B' rated peers pro-forma for the
transaction and over the next 12 months.

"We expect liquidity sources will exceed uses by at least 1.2x and
that sources will exceed uses of cash even if forecast EBITDA
declines 15% during the next 12 months. We consider qualitative
factors in our analysis, including sound relationships with banks
and generally prudent risk management. The company's credit
facilities are covenant-lite, with only a springing revolver
covenant (when the revolver is drawn at 40% or more), and the
company has no material upcoming debt maturities."

Principal liquidity sources

-- Non-fiduciary cash balance of around $271 million post
transaction

-- Full revolver balance of C$100 million post transaction

-- Cash funds from operations of C$30 million-C$50 million in 2023
and C$60 million–C$80 million in 2024

Principal liquidity uses

-- Mandatory debt amortization of C$10 million per year

-- Capital expenditures in the C$10 million-C$15 million range
over the next two years

-- Mandatory earnout payments of about C$40 million collectively
over the next two year

-- Discretionary acquisition spend

Environmental, Social, And Governance

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

Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. S&P believes
Navacord's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns.

For S&P's insurance services portfolio broadly, it has assessed
environmental and social indicators as neutral (E-2 and S-2,
respectively) while governance indicators reflect a negative bias,
with many moderately negative assessments (G-3) in connection with
private-equity ownership

S&P said, "The stable outlook reflects our expectation that while
Navacord will show de-levering momentum in 2023, through profitable
growth and deployment of excess cash balances toward acquisitions,
credit measures will remain weak and consistent with current
ratings. We expect the company's business position to remain
consistent over the next 12 months with limited scale and scope,
but for it to continue to successfully execute on its robust
organic and inorganic growth initiatives. For 2023, we expect
organic growth of 8%-10%, acquired revenue of 12%-17%, and margins
of 30%-32%, resulting in an S&P Global adjusted leverage of 7.5x-8x
and coverage of 1.3x-1.5x.

"Given the company's healthy performance trajectory and liquidity,
we view any downside rating movement as highly unlikely. However,
we would consider a rating downgrade if we view the company's
capital structure as increasingly unsustainable, which could occur
with leverage exceeding 10x or coverage below 1x.

-- S&P would consider raising the rating if Navacord can reduce
its debt burden to be more in line with peers of similar size and
scope, including leverage sustained below 7x and coverage nearing
2x.

-- S&P assigned its 'CCC' issue-level rating with a '6 (0%)'
recovery rating to Cross' $300 million U.S. unsecured note (the
Canadian term loan and revolver are unrated.

-- S&P's simulated default scenario contemplates a default in 2024
stemming from intense competition in the brokerage marketplace
leading to significantly lower commissions.

-- S&P believes lenders would achieve the greatest recovery value
through reorganization rather than liquidation of the business.

-- Year of default: 2024

-- EBITDA at emergence after recovery adjustment: C$130 million

-- Implied enterprise value multiple: 5.5x

-- Obligor/nonobligor valuation split: 100%/0%

-- Gross recovery value: C$716 million

-- Net recovery value for waterfall after 5% administrative
expenses: C$680 million

-- Collateral value available for first-lien claims: C$680
million

-- Estimated first-lien claims: C$1,068 million

-- Pari-passu secured (deficiency) claims: C$388 million

-- Total unsecured claims: C$427 million

-- Value available to unsecured claims: C$0

-- Total unsecured recovery expectation: 0%



NEW CONSTELLIS: DoubleLine OCF Values 2025 Loan at 51% of Face
--------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $70,977 loan
extended to New Constellis Borrower LLC to market at $35,866, or
51% of the outstanding amount, as of September 30, 2022, according
to a disclosure contained in DoubleLine OCF's Form N-CSR for the
fiscal year ended September 30, filed with the Securities and
Exchange Commission on December 2.

DoubleLine OCF extended a Senior Secured Second Lien Term Loan (1
Month LIBOR USD + 11.00%, 1.00% Floor) (1 Month LIBOR USD + 11.00%
+ 1.00% PIK) to New Constellis Borrower LLC.  The loan currently
has an interest rate of 14.12% and is scheduled to mature on March
27, 2025.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

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


NINE DEGREES: Unsecureds to Get 24.72% Dividend in Plan
-------------------------------------------------------
Nine Degrees Hacking Corp., et al., submitted an Amended Disclosure
Statement for a Small Business Plan of Reorganization.

The Disclosure Statement and Plan of Reorganization incorporate the
terms of the Agreement to surrender estate assets and resolve
deficiency claim reached between the Debtors, David Navaro, Orly
Navaro (the Debtor's principals and shareholders) and Island
Federal Credit Union, which was approved by the Bankruptcy Court on
June 15, 2022.  The Plan contemplates that the Debtor's debts will
be paid within 60 months period in accordance with the proposed
treatment of each class.  The Plan proposes to pay 24.72% dividend
of the allowed general unsecured claims in the manner described
herein.

General unsecured claims are not secured by property of the estate
and are not entitled to priority under Section 507(a) of the Code.
The following charts identify the Plan's proposed treatment of
Class 4, Class 5, Class 6, and Class 7 claims, which are comprised
of general unsecured claims asserted against the Debtors.  The
Class 4 comprised of the unsecured claims of Island Federal Credit
Union filed in the Debtors' case as follows: Nine Degrees Hacking
Corp. - $472,614; Boyd Taxi, Inc. - $530,046; Shulamit Hacking Corp
- $517,095.  Totaling $1,516,755 owed jointly and severally by the
corporate Debtors, and guarantors.

Class 4A Unsecured claim of Island Federal Credit Union ("IFCU")
Against Nine Degrees Hacking Corp. total $472,614.  Pursuant to the
Agreement, Debtor shall pay IFCU the sum of $375,000 which
represent approximately 24.72% of its general unsecured claims, as
follows:  (i) Boyd and/or Individual Borrowers (David Navaro and
Orly Navaro) will pay to IFCU the sum of, $125,000; (ii) Shulamit
and/or Individual Borrowers (David Navaro and Orly Navaro) shall
pay to IFCU the sum of $125,000; and (iii) Nine Degrees and/or
Individual Borrowers (David Navaro and Orly Navaro) shall pay to
IFCU the sum of $125,000.  The payment under the Agreement in the
total amount of $375,000.00 was made in full by Orly Navaro on June
23, 2022, upon the Court approval of the Agreement. Class 4A is
impaired.

Class 4B Unsecured claim of Island Federal Credit Union against
Boyd Taxi, Inc. total $530,046.  Pursuant to the Agreement, Debtor
will pay to IFCU the sum of $375,000.00, which represents
approximately %24.72 of its general unsecured claims, as follows:
(i) Boyd and/or Individual Borrowers (David Navaro and Orly Navaro)
will pay to IFCU the sum of $125,000.00; (ii) Shulamit and/or
Individual Borrowers (David Navaro and Orly Navaro) shall pay to
IFCU the sum of $125,000.00; and (iii) Nine Degrees and/or
Individual Borrowers (David Navaro and Orly Navaro) shall pay to
IFCU the sum of $125,000.  The payment under the Agreement in the
total amount of $375,000.00 was made in full by Orly Navaro on June
23, 2022, upon the Court approval of the Agreement. Class 4B is
impaired.

Class 4C Unsecured Claim of Island Federal Credit Union against
Shulamit Hacking Corp. total $517,095.  Pursuant to the Agreement,
Debtors will pay to IFCU the sum of $375,000, which represents
approximately 24,72 % of its general unsecured claims, as follows:
(i) Boyd and/or Individual Borrowers (David Navaro and Orly Navaro)
will pay to JFCU the sum of $125,000.00; (ii) Shulamit and/or
Individual Borrowers (David Navaro and Orly Navaro) shall pay to
IFCU the sum of $125,000.00; and (iii) Nine Degrees and/or
Individual Borrowers (David Navaro and Orly Navaro) shall pay to
IFCU the sum of $125,000.00.  The payment under the Agreement in
the total amount of $375,000.00 was made in full by Orly Navaro on
June 23, 2022, upon the Court approval of the Agreement. Class 4C
is impaired.

Class 5A Unsecured Claims of U.S. Small Business Administration
against Nine Degrees Hacking Corp. total $15,800.  The class will
receive a 24.72% dividend ($3,905.76) in 24 monthly installment
payments in the amount of $162.74.  Class 5A is impaired.

Class 5B Unsecured Claims of U.S. Small Business Administration
against Boyd Taxi, Inc. total $25,351.  The class will receive a
24.72% dividend ($6,266.80) in 24 monthly installment payments in
the amount of $261.12. Class 5B is impaired.

Class 5C Unsecured Claims of U.S. Small Business Administration
against Shulamit Hacking Corp. total $21,675.15.  The class will
receive a 24,72% dividend ($5,358.10) in 24 monthly installment
payments in the amount of $223.25. Class 5C is impaired.

Class 6 Unsecured Claim of New York State Department of Taxation
and Finance against Nine Degrees Hacking Corp. total $225.48.  The
class will receive a 24.72% dividend ($55.74) will be paid in full
on liabilities Effective date of the plan. Class 6 is impaired.

Class 7 Unsecured Claim of New York State Department of Taxation
and Finance against Boyd Taxi, Inc., total $34.60.  The class will
receive a 24.72% dividend will be paid in full on Effective date of
the plan. Class 7 is impaired.

The claims of Island Federal Credit Union, being the majority
creditor of the cases, were settled pursuant to terms of the
Agreement to Surrender Estate Assets and Resolve Deficiency Claim,
approved by the Court. The settlement payment of $375,000.00 under
the terms of the Agreement was made in full by Orly Navaro on June
23, 2022.

The Plan will be funded from funds accumulated in the Debtor in
Possession bank accounts from the date of the petition and from
contribution of their principals, Orly Navaro and/or David Navaro.
Orly and David Navaro currently receive a rental income and income
form operation of other businesses.

Attorney for the Nine Degrees Hacking Corp, Boyd Taxi, Inc. and
Shulamit Hacking Corp.:

    Alla Kachan, Esq.
    2799 Coney Island Ave., Suite 202
    Brooklyn, NY 11235
    Tel: (718) 513-3145
    Fax: (347) 342-3156
    E-mail: alla@kachanlaw.com

A copy of the Amended Disclosure Statement dated Nov. 25, 2022, is
available at https://bit.ly/3Vdkyph from PacerMonitor.com.

                      About Nine Degrees

Nine Degrees Hacking Corp. filed  for Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 21-42356) on Sept. 17, 2021, listing up to
$500,000 in assets and up to $1 million in liabilities. David
Navaro, president, signed the petition.  Judge Nancy Hershey Lord
oversees the case.

The Debtor tapped the Law Offices of Alla Kachan, P.C. as legal
counsel and Wisdom Professional Services, Inc. as accountant.


NORTHWEST SENIOR HOUSING: Taps Gordon Brothers as Appraiser
-----------------------------------------------------------
Northwest Senior Housing Corporation and Senior Quality Lifestyles
Corporation seek approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Gordon Brothers Asset
Advisors, LLC.

The Debtors require an appraisal of their personal properties,
including machinery and equipment that were used to operate their
business in Dallas, Texas.

Gordon Brothers will receive a fixed fee of $15,000 for the
appraisal services.

Aaron Walton, managing director at Gordon Brothers, disclosed in a
court filing that he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Aaron Walton
     Gordon Brothers Asset Advisors, LLC
     800 Boylston Street, 27th Floor
     Boston, MA 02199
     Tel: (888) 424-1903
     Email: info@gordonbrothers.com

               About Northwest Senior Housing Corp.

Northwest Senior Housing Corporation, doing business as Edgemere,
is a Texas non-profit corporation and is exempt from federal income
taxation as a charitable organization described under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
Northwest Senior Housing Corporation was formed for the purpose of
developing, owning and operating a senior living community now
known as Edgemere.

Northwest Senior Housing Corporation and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No.
22-30659) on April 14, 2022. The petitions were signed by Nick
Harshfield, treasurer.  At the time of the filing, Northwest Senior
Housing listed $100 million to $500 million in both assets and
liabilities.

Judge Michelle V. Larson oversees the cases.

Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal
counsel and business advisor, respectively. Kurtzman Carson
Consultants, LLC is the Debtors' notice, claims and balloting
agent
and administrative advisor.

The official committee of unsecured creditors tapped Foley &
Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC as
financial advisor.

The Debtors filed their proposed Chapter 11 plan of reorganization
and disclosure statement on August 3, 2022.


NRG ENERGY: Fitch Assigns First Time 'BB+' IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned NRG Energy, Inc. a first-time Issuer
Default Rating (IDR) of 'BB+'. In addition, Fitch has assigned a
'BBB-'/'RR1' rating to the company's senior secured debt, and
'BB+'/'RR4' rating to the company's senior unsecured debt.
Additionally, Fitch has assigned a 'BBB-'/'RR1' rating to Alexander
Funding Trust, which is the issuer of Pre-capitalized Trust
Securities (P-Caps) that serve as a supplemental form of liquidity
for NRG. The Rating Outlook is Stable.

Fitch's rating considers the company's integrated retail platform,
reduction in commodity sensitive business, and substantial cash
generating ability. The rating also incorporates NRG's announced
$2.8 billion all-cash acquisition of Vivint Smart Home, Inc. (not
rated), which will be predominately debt financed and the
assumption of $2.7 billion in Vivint debt. Fitch expects NRG to
allocate free cash flow as necessary to return and maintain EBITDA
gross leverage to within Fitch's specified rating threshold of
3.0x-3.5x.

KEY RATING DRIVERS

Ongoing Business Transition: Fitch believes NRG's proposed
acquisition of Vivint is another step in the company's
transformation of its business model from less commodity based to
more customer focused. Vivint is a smart home technology and
service company, with a suite of product offerings, some of which
are directly complementary to NRG's customer facing energy
marketing platform. Over the years, NRG has significantly
transitioned from its origins as a power generation company.

In 2017, the company embarked on a complete businesses review
focusing on operational/cost initiatives, portfolio optimization
and capital structure, among other initiatives, which was
substantially completed by the end of 2019. NRG asset sales over
this period have resulted in $3 billion in cash proceeds and the
removal of $8 billion in consolidated debt and a simplified
corporate structure. The company's acquisition of retail energy
provider, Direct Energy, in 2021 added over three million
customers, enabling better matching of power generation with
customer demand, especially in the East.

Vivint Largely Debt Financed: NRG plans to fund its $2.8 billion
all-cash purchase of Vivint through mix of debt, hybrid securities
and excess cash-on-hand. Vivint will become a restricted,
non-guarantor subsidiary of NRG and its existing capital structure
will remain in place. While NRG debt is technically subordinated to
Vivint debt, Fitch does not anticipate significant restrictions in
NRG's ability to upstream cash. As a result, Fitch has evaluated
NRG credit metrics on a consolidated basis. While 2023 EBITDA gross
leverage is expected to be above the downgrade threshold of 3.5x,
the metric is expected to improve to be within the downgrade rating
threshold over 2024-2025.

Improved Cash Flow Quality: NRG's acquisition of Vivint is a
near-term leveraging transaction; however, Fitch views the
combination as qualitatively positive. The acquisition will add
almost two million subscribers, many in additional geographic
regions. As a result, NRG's concentration in Texas, which is its
largest market will decline to 45% in terms of residential
customers from its current 53%. NRG's business mix will also be
more diversified. Fitch expects Vivint to contribute approximately
22% of the combined company's EBITDA. Also, favorably, generation
will continue to decline to less than 20% of total EBITDA. Vivint's
significantly longer contractual customer arrangements and longer
contract tenors are also a positive.

Expected Balanced Use of FCF: Fitch expects NRG to continue its
publicly articulated capital allocation strategy of returning 50%
of excess cash to equity investors in the form of dividends or
stock buybacks with the balance used for business growth. Fitch
expects NRG to continue reducing debt as necessary to maintain or
improve its current rating. NRG has publicly stated its intention
to achieve what it considers investment grade metrics of net
debt/adjusted EBITDA of 2.50x-2.75x by late 2025-2026.

Commodity Exposure: As an integrated energy marketer, NRG seeks to
hedge expected load with either owned-generation or third-party
suppliers. NRG is considered short generation in most of its
markets. Unexpected differences in load forecasts, wholesale power
markets, commodity prices, and plant operations could have
significant impact on the company's cash flow. Fitch expects NRG to
appropriately manage such risks. Failure to do so in a manner that
significantly reduces cash generating ability is likely to result
in a rating action.

Recovery Analysis: Fitch applies a generic approach to rate and
assign recovery ratings (RR) for issuers in the 'BB' rating
category. As per Fitch's criteria, first lien (Category 1) debt of
issuers with an IDR of 'BB+' are assigned a 'RR1' and notched up
one from the IDR. Unsecured debt is assigned a 'RR4' and is rated
at the IDR. As a result, NRG secured debt is rated 'BBB-'/'RR1' and
unsecured debt is rated 'BB+'/'RR4'.

Criteria Variation for P-Caps: Fitch does not consider NRG's P-Caps
debt, which is a variation from the Corporate Rating Criteria's
definition of Total Debt. Absent the exercise of the issuance
right, P-Caps are treated as off-balance sheet for analytical
purposes and excluded from Fitch's leverage and interest coverage
metrics. If NRG were to exercise issuance rights, the amount of
debt issued to the trust would be included in NRG total debt
calculation and therefore its credit metrics.

Sustainability Focus: The company has expanded its sustainability
program and is accelerating its greenhouse gas (GHG) emissions
reduction goals to align with the Intergovernmental Panel on
Climate Change 1.5 degree imperative. In September 2019, NRG
announced its pledge to achieve a 50% reduction in GHG by 2025 and
net-zero by 2050, from a 2014 baseline. To underscore its
commitment to GHG reduction, the company has amended its corporate
credit agreement to include a sustainability-linked metric and
issued sustainability-linked bonds.

DERIVATION SUMMARY

NRG is well positioned relative to Vistra (BB+/Negative) and
Calpine Corporation (B+/Stable). NRG's acquisition of Vivint will
continue the company's transformation from its origins as a power
generator and provide additional revenue channels. The acquisition
further diversifies NRG's revenue stream compared to its two peers.
As a result, NRG's concentration in Texas, which is its largest
market, will decline to 45% in terms of residential customers from
its current 53%. Vistra's portfolio is less diversified
geographically, with 70% of its consolidated EBITDA coming from
operations in Texas.

Like NRG, Vistra benefits from ownership of large and
well-entrenched retail electricity businesses in Texas. Calpine's
retail business is much smaller. NRG is short generation compared
to Vistra and Calpine, and serves load from sources other than its
own generation.

NRG's leverage will increase as a result of the Vivint acquisition.
Fitch expects the company's 2023 EBITDA gross leverage to be above
the downgrade threshold of 3.5x. Fitch expects NRG to allocate free
cash flow as necessary to return and maintain leverage within
rating thresholds of 3.0x-3.5x. Fitch projects Vistra's leverage to
decline to 3.5x and Calpine's leverage to be in mid-to high-4.0x
range in 2022.

KEY ASSUMPTIONS

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

- Completion of Vivint acquisition for $2.8 billion and assumption
of $2.7 billion debt;

- Acquisition funded with $2.3 billion debt and $600 million cash;

- Dividend growth of 7%-9% as per management's publicly stated
forecast;

- NRG retail gross margins remain in-line with current
expectations;

- Continued practice of hedging retail energy load at signing;

- Return to service of W.A. Parish Unit 8 by end of 2Q23;

- Capacity revenues per past auction results;

- Debt pay down of $900 million in 2023, thereafter consistent with
publicly stated target net debt/adjusted EBITDA of 2.50x-2.75x.

RATING SENSITIVITIES

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

- EBITDA gross leverage better than 3.0x on a sustainable basis;

- Successful integration of newly acquired business and ability to
meet synergy targets;

- Balanced allocation of FCF that maintains balance sheet
flexibility and leverage within stated goal.

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

- EBITDA gross leverage exceeding 3.5x on a sustainable basis;

- Weaker than expected power prices or capacity auctions in core
regions;

- Inadequate liquidity sources to meet potential collateral and
working capital needs;

- Unfavorable changes in regulatory constructs or rules in NRG's
markets;

- Aggressive growth or capital allocation strategy that reduces
stability of cash flow;

- Failure to appropriately hedge retail sales obligations;

- Unexpected governance factors at operating subsidiaries and/or
pre-acquisition obligations that prohibit the free flow of cash to
NRG.

LIQUIDITY AND DEBT STRUCTURE

As of Sept. 30, 2022, NRG had a consolidated cash balance of $333
million. As of the same date, the company has $2.395 billion
available under its revolving credit facility and collective
collateral facilities totaling $5.9 billion, which includes $3.7
billion undrawn revolving credit facility due May 2024. In
conjunction with the Vivint acquisition, NRG is expected to enter
into additional facilities for the purpose of funding the
transaction. NRG has a $600 million senior secured first lien notes
maturing in June 2024.

ISSUER PROFILE

NRG is an unregulated, integrated power company producing and
selling electricity, natural gas, and related products in major
competitive power markets in the U.S. and Canada.

Criteria Variation

Fitch looks to its Corporate Rating Criteria dated Oct. 28, 2022,
which outlines and defines a variety of quantitative measures used
to assess credit risk. As per criteria, Fitch's definition of Total
Debt is all encompassing. However, Fitch's criteria is designed to
be used in conjunction with experienced analytical judgment, and as
such, adjustments may be made to the application of the criteria
that more accurately reflects the risks of a specific transaction
or entity.

In 2020, NRG established Alexander Funding Trust, a Delaware
statutory trust (SPV) that issued $900 million of P-Caps redeemable
Nov. 15, 2023. The trust invested the sale of the P-Caps in a
treasury portfolio. Under a 3-year put option agreement, NRG has
the right, from time to time, to issue to the trust and to require
the trust to purchase from NRG, on one or more occasions up to $900
million aggregate principal amount of NRG's 1.841% senior secured
first lien notes due 2023.

NRG pays the SPV a periodic premium in exchange for the issuance by
the SPV of cash collateralized LCs on NRG's behalf. As of Dec. 31,
2021, $873 million LCs were issued on the LC agreement. Under GAAP
accounting the SPV is considered off balance sheet. In addition to
being used for LC postings, P-Caps can be used as a contingent
source of liquidity; however, NRG nor Fitch expects this to occur.

Fitch does not consider NRG's P-Caps debt, which is a variation
from the Corporate Rating Criteria's definition of Total Debt.
Absent the exercise of the issuance right, P-Caps are treated as
off-balance sheet for analytical purposes and excluded from Fitch's
leverage and interest coverage metrics. If NRG were to exercise
issuance rights, the amount of debt issued to the trust would be
included in NRG total debt calculation and therefore its credit
metrics.

   Entity/Debt             Rating           Recovery   Prior
   -----------             ------           --------   -----
NRG Energy, Inc.    LT IDR BB+  New Rating               WD

  senior unsecured  LT     BB+  New Rating     RR4

  senior secured    LT     BBB- New Rating     RR1

Alexander Funding
Trust

   senior secured   LT     BBB- New Rating     RR1


NRG ENERGY: Moody's Affirms 'Ba1' CFR Following Vivint Transaction
------------------------------------------------------------------
Moody's Investors Service affirmed NRG Energy, Inc.'s ratings,
including its Ba1 corporate family rating, Baa3 senior secured
rating, and Ba2 senior unsecured rating. The ratings affirmation
follows the announcement that it will acquire Vivint Smart Home,
Inc., a home monitoring business, for $2.8 billion in an all-cash
transaction, with financial closing expected in the first quarter
of 2023. In addition, Moody's has downgraded NRG's speculative
grade liquidity rating to SGL-2 from SGL-1. NRG's outlook remains
stable.

Affirmations:

Issuer: NRG Energy, Inc.

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2)

Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD2)

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5)

Issuer: Alexander Funding Trust

Senior Secured Regular Bond/Debenture, Affirmed Baa3

Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency

Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)

Issuer: Chautauqua Co. Capital Resource Corp., NY

Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2)

Issuer: Delaware Economic Development Authority

Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2)

Issuer: Fort Bend County Industrial Development Corp

Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)

Issuer: Texas City Industrial Development Corp., TX

Senior Secured Revenue Bonds, Affirmed Baa2 (LGD2)

Downgrades:

Speculative Grade Liquidity Rating, Downgrade to SGL-2 from SGL-1

Outlook Actions:

Issuer: NRG Energy, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

"The affirmation of NRG's ratings with a stable outlook following
the Vivint acquisition announcement reflects the company's current
strong financial positioning at the Ba1 rating level, which gives
it sufficient cushion and flexibility to manage the additional debt
burden that the acquisition will entail" said Toby Shea, VP – Sr.
Credit Officer, "Nevertheless, NRG's credit quality will be weaker
following the acquisition because NRG is acquiring an entity with a
lower credit profile and financed with a significant amount of
acquisition debt, which will use up much of this financial
cushion", added Shea.  NRG plans to mitigate the financial impact
of the acquisition on its balance sheet by issuing a significant
amount of preferred equity to finance the transaction, an important
credit consideration.

Moody's views the Vivint acquisition as manageable and neutral to
NRG's overall business risk profile, despite the company's entrance
into a completely new business line. Even though the home
monitoring business is adjacent to and may be complementary to
NRG's existing energy retail business, Moody's believe that there
is still some integration and execution risk because the home
monitoring business has its own set of business and competitive
dynamics. On the other hand, the business should produce steady
cash flow, will increase NRG's size and scale by about 20%, and
create significant geographic and product diversification for the
organization.

Vivint relies highly on cash flow from residential customers, which
is characterized by high visibility, even though customer
acquisition costs can be substantial in the home monitoring
business. Moody's notes that Vivint's business and cash flow have
been on an upward trajectory over the past few years while it has
also exhibited a declining attrition rate. The combination with NRG
has the potential to boost cash flow due to the cross-selling
opportunities, stickier customers resulting from product bundling,
and greater operational efficiency. Even if the home monitoring
business faces headwinds due to an economic downturn or a rise in
competitive pressures in the future, Vivint's earnings and cash
flow are unlikely to experience a sudden decline due to the
strength of its existing, contracted customer base and its ability
to cut back on growth spending if necessary.

Moody's expects NRG's CFO pre-WC to debt to fall from 25% to 15%
immediately following the transaction due to amount of acquisition
debt incurred, a level that is weak and no longer strongly
positioned for its current Ba1 CFR. But with the company's planned
$1 billion of debt reduction over the course of 2023, its CFO
pre-WC to debt should rise slightly to 16% by the end of 2023 and
further improve to 20% in 2024 due to a combination of cash flow
improvement and $375 million of additional debt reduction. This
improvement will also depend on the successful execution and
integration of the Vivint acquisition.

Liquidity

The downgrade of NRG's Speculative Grade Liquidity rating to SGL-2
from SGL-1 reflects the modest impact of the Vivint acquisition on
the organization's currently very good liquidity position since NRG
will likely fund some of the acquisition cost with cash on hand and
draws on its revolving credit capacity.

The company produces strong positive free cash flow (NRG expects
free cash flow before growth to be about $1.29 billion for 2022).
Available liquidity at the end of the third quarter of 2022 was
about $2.8 billion.

NRG has a total of $6.4 billion of liquidity facilities, including
its $3.7 billion revolving credit facility, $1 billion receivables
securitization facilities, and $900 million of Pre-capitalized
Trust Securities (P-Caps). At the end of the third quarter of 2022,
NRG used $1.5 billion of the $3.7 billion revolving credit facility
for letter of credit postings but did not have any cash draws. The
$1 billion receivable securitization facility and the $900 million
P-Cap facility were almost fully utilized for letter of credit
postings.

The revolving credit facility, which expires in May 2024, contains
a material adverse change clause for new borrowings, a credit and
liquidity negative. NRG has financial covenants in its revolving
credit facilities and term loan that require the company to
maintain a corporate debt-to-EBITDA ratio of 4x or below and an
interest coverage ratio of 1.75x. Because these ratios are
calculated to only cover the secured debt, NRG is comfortably in
compliance and should not have any problem continuing to meet these
requirements.

NRG does not have any major debt maturities until 2024 when $600
million of senior secured notes are due.

The amount of incremental liquidity needed for Vivint's business
operations is relatively small compared to NRG as a whole. As a
result, adding Vivint's business will not have a significant impact
on NRG's overall demand for liquidity.

Outlook

NRG's stable outlook reflects a retail energy business that is
stable and growing, a wholesale power business that is in the midst
of a cyclical upswing, and Moody's expectation that financial
metrics will recover in 2023 and 2024 following s decline
immediately following the Vivint acquisition as the company pays
off much of the acquisition. The stable outlook also reflects
Vivint's business, which involves home security and monitoring, and
has recently been on an upward trajectory.

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

Factors that could lead to an upgrade

NRG's near-term prospect for an upgrade is more limited than
previously because acquiring Vivint will involve significant
integration risk and acquisition debt. However, assuming that NRG's
business risk does not increase materially and the Vivint
acquisition is successful, NRG will need to achieve a CFO pre-WC to
debt of 25% on a sustained basis to attain an investment-grade
corporate family rating.

Factors that could lead to a downgrade

Moody's could take negative rating action on NRG should business
conditions in the retail or wholesale power markets deteriorate,
the Vivint acquisition becomes a material drag on cash flow, or the
planned debt reduction does not occur as anticipated. To maintain
its current ratings, Moody's expects NRG to achieve a CFO pre-WC to
debt metric of 16% by the end of 2023 and at least 18% starting in
2024.

Company Profile

NRG is among the top three unregulated power companies in the US
and is headquartered in Houston, Texas. The company owns 16 GW of
generation capacity and sells power to approximately 5.5 million
home customers as well as commercial, industrial, and wholesale
customers. Vivint will add 1.9 million home customers to NRG's
existing customer base.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.


NSM TOP: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed NSM Top Holdings Corp.'s (d/b/a
National Seating & Mobility, "NSM") B2 Corporate Family Rating and
B2-PD Probability of Default Rating. Moody's also affirmed the B2
ratings of the company's first lien credit facilities including the
senior secured first lien revolving credit facility, senior secured
first lien term loan and senior secured first lien delayed draw
term loan. Moody's also revised the outlook to negative from
stable.

The affirmation of the B2 Corporate Family Rating reflects strong
order demand given the essential nature of the company's products
to its clients. Moody's expects NSM will be able to convert some of
its backlog as supply chain pressures and freight delays ease
especially as it relates to obtaining critical components. Despite
labor pressures that will continue in 2023, NSM has re-evaluated
its cost base and completed headcount reductions, including some
underperforming ATPs, which should contribute to future margin
expansion and de-leveraging. NSM also has hedges in place through
the year end 2024 to partially offset rising interest rates.

The change in outlook to negative reflects the risks that leverage
will remain elevated if supply chain disruptions and labor
pressures continue and/or become more challenging so as the company
is unable to convert its backlog. Further, the negative outlook
reflects Moody's expectation of negative free cash flow generation
and an adequate liquidity profile with limited cash and a partially
drawn $75 million revolving credit facility.

Moody's took the following rating actions:

Affirmations:

Issuer: NSM Top Holdings Corp.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured 1st Lien Revolving Credit Facility,
Affirmed B2 (LGD3)

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

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

Outlook Actions:

Issuer: NSM Top Holdings Corp.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

National Seating & Mobility's B2 Corporate Family Rating reflects
the company's narrow business focus as a provider of complex
rehabilitation wheelchairs and seating systems to end-users with
permanent ambulatory disabilities. NSM's rating is also constrained
by high leverage as debt/EBITDA was 6.5 times for the most recent
LTM period ended September 30, 2022. Leverage increased from
inflationary pressures and from the addition of the lower margin of
the Canada Supplies businesses from the 2021 acquisition of Canada
Care. That said, Moody's forecasts leverage will decline below 6.0x
in 2023 as NSM has re-evaluated its cost base and completed
headcount reductions, which should contribute to future margin
expansion and de-leveraging. While labor pressures are expected to
remain for most of 2023, supply chain headwinds have stabilized and
Moody's anticipates NSM will see less of an impact from freight and
supply chain in the later half of 2023.

NSM benefits from its position as one of the market leaders in the
complex rehabilitation technology ("CRT") market. The company
employs one of the largest networks of skilled assistive technology
professionals ("ATP"), which provides it with a competitive
advantage. Moody's expects that underlying demand will grow
modestly, in-line with population growth and that pricing will
remain relatively stable.

Moody's considers NSM to have adequate liquidity given its $4
million of cash as of September 30, 2022 and a partially drawn $75
million revolving credit facility. Moody's expects NSM will
generate negative $10 million of free cash flow in 2022 as it
continues to face headwinds and will need to repay the remaining $4
million of Medicare Advance payments and deferred payroll tax.
Moody's forecasts NSM will return to positive free cash flow in
2023 as NSM converts the backlog and is no longer required to repay
the Medicare Advance payments and deferred payroll taxes from the
CARES Act. The only financial covenant in the company's credit
agreement is a springing maximum first lien net leverage ratio of
8.45 times if the revolver is more than 35% drawn. As of September
30, 2022, the actual ratio was 5.85 times. The company has limited
near term debt maturities as its $75 million revolving credit
facility expires in November 2024 and its first lien term loans
mature in November 2026.

ESG considerations are material to National Seating & Mobility's
ratings. NSM's ESG credit impact score is highly negative (CIS 4),
reflecting ESG attributes that overall are considered to have a
discernible negative impact on the current rating. The CIS score
reflects highly negative governance considerations (G-4) which
reflect the company's financial strategy and risk management
resulting from ownership and control by private equity sponsors.
NSM has highly negative credit exposure to social risks (S-4). The
main risk is the company's moderately negative exposure to customer
relations, as the company is responsible for the appropriate
customization of its products for its clients. In addition, NSM is
reliant on recruiting and retaining its skilled Assistive
Technology Professionals (ATP) workforce which makes the company
exposed to human capital and specialized labor.

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

Ratings could be upgraded if the company continues to demonstrate
growth at least in line with the overall market while maintaining
balanced financial policies. Quantitatively, ratings could be
upgraded if debt/EBITDA is sustained below five times.

Ratings could be downgraded if debt/EBITDA is sustained above 6.25
times or if the company's liquidity profile weakens or margins are
pressured.

National Seating & Mobility is a leading provider of complex
rehabilitation mobility solutions in the U.S. and Canada, offering
customized wheelchairs and adaptive seating systems to end-users
with severe permanent ambulatory disabilities. Revenue is roughly
$640 million LTM September 30, 2022. NSM is privately held by
Cinven with limited financial data publicly available.

The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.


NUTRIBAND INC: Incurs $1.1 Million Net Loss in Third Quarter
------------------------------------------------------------
Nutriband Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.07 million on $618,003 of revenue for the three months ended
Oct. 31, 2022, compared to a net loss of $1.57 million on $283,037
of revenue for the three months ended Oct. 31, 2021.

For the nine months ended Oct. 31, 2022, the Company reported a net
loss of $2.80 million on $1.55 million of revenue compared to a net
loss of $2.41 million on $930,264 of revenue for the nine months
ended Oct. 31, 2021.

As of October 31, 2022, the Company had $10.67 million in total
assets, $937,633 in total liabilities, and $9.73 million in total
stockholders' equity.

As of Oct. 31, 2022, the Company had cash and cash equivalents of
$2,816,318 and working capital of $2,717,449.  For the nine months
ended Oct. 31, 2022, the Company incurred an operating loss of
$2,791,644 and use cash flow from operations of $2,173,193.  The
Company has generated operating losses since its inception and has
relied on sales of securities and issuance of third-party and
related-party debt to support cash flow from operations.  In
October 2021, the Company consummated a public offering and
received net proceeds of $5,836,230.  The Company also received to
date $3,239,845 proceeds from the exercise of warrants.  The
Company has used these proceeds to fund operations and will
continue to use the funds as needed.

According to Nutriband, "Management has prepared estimates of
operations for the next twelve months and believes that sufficient
funds will be generated from operations to fund its operations for
one year from the date of the filing of these condensed
consolidated financial statements, which indicates improved
operations and the Company's ability to continue operations as a
going concern.  The impact of COVID-19 on the Company's business
has been considered in these assumptions; however, it is too early
to know the full impact of COVID-19 or its timing on a return to
normal operations.

"Management believes the substantial doubt about the ability of the
Company to continue as a going concern is alleviated by the above
assessment."

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

https://www.sec.gov/ix?doc=/Archives/edgar/data/1676047/000121390022077324/f10q1022_nutribandinc.htm

                          About Nutriband

Nutriband Inc. -- www.nutriband.com -- is primarily engaged in the
development of a portfolio of transdermal pharmaceutical products.
Its lead product under development is an abuse deterrent fentanyl
patch incorporating its AVERSA abuse deterrence technology.  AVERSA
technology can be incorporated into any transdermal patch to
prevent the abuse, misuse, diversion, and accidental exposure of
drugs with abuse potential.

Nutriband reported a net loss of $6.18 million for the year ended
Jan. 31, 2022, a net loss of $2.93 million for the year ended Jan.
31, 2021, a net loss of $2.72 million for the year ended Jan. 31,
2020, and a net loss of $3.33 million for the year ended Jan. 31,
2019.  As of July 31, 2022, the Company had $11.38 million in total
assets, $985,242 in total liabilities, and $10.40 million in total
stockholders' equity.


OUR CITY MEDIA: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Our City Media of Florida, LLC
to use the cash collateral of SouthState Bank, N.A., as successor
by merger to Atlantic Capital Bank, N.A., on an interim basis in
accordance with the budget.

As adequate protection, the Debtor grants in favor of the
Creditors, a valid, binding, enforceable, non-avoidable and
perfected post-petition security interest and lien in, to and
against all of the Debtor's cash generated post-petition, to the
same extent that the Creditors held a properly perfected
prepetition security interest in such assets.

In addition, the Debtor will pay SouthState payments in the
aggregate amount of $3,000 each month beginning December 15, and on
the 15th of each month thereafter pending further Court order.
SouthState may apply the payments to the loan balance as it sees
fit.

The Debtor will also maintain insurance coverage for its property
in accordance with the obligations under the loan and security
documents with SouthState, including the Atlantic Capital Security
Agreement.

Any liens and security interest granted to the Creditors will be
valid and perfected postpetition without the need for execution or
filing of any further documents or instruments otherwise required
to be filed or be executed or filed under non-bankruptcy law.

A final hearing on the matter is set for January 11, 2023 at 1:30
p.m.

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

              About Our City Media of Florida, LLC

Our City Media of Florida, LLC publishes several editions of local
community news magazines throughout South Florida.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18896) on November
17, 2022. In the petition signed by Terrance P. Jaillet, president,
the Debtor disclosed $154,782 in total assets and $2,154,633 in
total liabilities.

Judge Scott M. Grossman oversees the case.

Robert Furr, Esq., at Furr Cohen, is the Debtor's legal counsel.



PACKABLE HOLDINGS: Court OKs Deal on Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Packable Holdings, LLC f/k/a Entourage Commerce, LLC to continue
using cash collateral on an interim basis in accordance with its
agreement with JPMorgan Chase Bank, N.A. on behalf of itself and
the ABL Lenders.

The Court said the Debtor may continue using cash collateral
through the earlier of (a) February 3, 2023, and (b) the deadline
to object to confirmation of a chapter 11 plan, which extension is
without prejudice to the right of the Committee to seek further
extensions of the Challenge Period in connection with any further
interim or final approval of the use of cash collateral in the
chapter 11 cases.

A final hearing on the matter is set for January 17, 2023.
Objections are due January 11.

As previously reported by the Troubled Company Reporter, Debtors
Holdings and Pharmapacks, LLC are borrowers under a Credit
Agreement, dated as of July 24, 2020, by and among Holdings and
Pharmapacks, JPMorgan Chase Bank, N.A. as agent and lender, and the
additional lenders from time to time party thereto in an aggregate
principal amount not to exceed $60 million, with availability based
on the value of certain of the Debtors' accounts receivable and
inventory, less certain offsets, reserves, and availability blocks.
The ABL Facility matures on January 15, 2023.

All obligations under the ABL Facility are guaranteed on a senior
secured first-lien basis by each of Packable's wholly owned
domestic subsidiaries. Pursuant to a Pledge and Security agreement
dated as of July 24, 2020, the ABL Facility is secured by first
priority security interests in and liens on the "Collateral", which
is comprised of substantially all of the Debtors' assets, including
intellectual property. In addition, the ABL Lenders have cash
dominion over Packable's operating accounts and, in specified
circumstances, over its investment account.

On April 14, 2022, contemporaneously with the closing of the Term
Loan Facility, the ABL Lenders and Packable entered into a
forbearance agreement to address certain defaults by Packable and
an agreed-upon forbearance by the ABL Lenders. The ABL Forbearance
Agreement required Packable to maintain minimum liquidity of at
least $10 million at all times, and to deposit cash into a
restricted cash account to cure any deficiency in the borrowing
base in the event the borrowing base fell below $47 million.

On April 14, 2022, Holdings entered into the Term Loan Credit
Agreement, which governs a multi-tranche term loan facility with
Alter Domus (US) LLC, pursuant to which certain Term Loan Lenders
to the Debtors in aggregate principal amount of y $95,367,935,
comprised of $86,652,935 in Tranche A loans and $8,715,000 in
bridge loans. As of the Petition Date, the aggregate principal
amount outstanding under the Term Loan Facility was $95,367,935.

The Interim Cash Collateral Order will remain in full force and
effect, and will not extend the Challenge Period with respect to
any Challenge against the Secured Parties for any party other than
the Committee.

A copy of the order is available at https://bit.ly/3VZcV5D from
PacerMonitor.com.

                 About Packable Holdings LLC

Packable Holdings LLC -- https://www.packable.com/ -- is a
multi-marketplace e-commerce enablement platform.

Packable Holdings LLC and 5 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10797) on August 29, 2022. In the petition filed by Maria
Harris, as chief legal officer, the Debtor reported assets and
liabilities between $100 million and $500 million each.

Cooley LLP and Potter Anderson & Corroon LLP serve as the Debtors'
attorneys.  Alvarez and Marsal North America, LLC, is the financial
advisor.  Epiq Corporate Restructuring, LLC, is the claims agent.

Hilco Merchant Resources, LLC, is the liquidation agent.




PEABODY ENERGY: Moody's Ups CFR to B2 & Senior Secured Debt to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Peabody Energy Corporation's
("Peabody") corporate family rating to B2 from B3, its probability
of default rating to B2-PD from B3-PD and the senior secured
ratings for its bank credit facility debt to B1 from B3. Moody's
upgraded the senior secured notes for Peabody Securities Finance
Corporation to B1 from B3 and the ratings for the senior secured
term loan and senior secured notes co-issued by PIC AU Holdings
Corporation and PIC AU Holdings LLC - an Australian subsidiary of
Peabody Energy Corporation – to Ba3 from B2. Moody's also
assigned a first-time rating of B3 to Peabody's convertible senior
notes, which is expected to be upgraded to B2 upon completion of
the planned retirement of all of Peabody's secured debt. The
secured debt ratings will be withdrawn upon full repayment. The
ratings outlook remains stable.

"Peabody's CFR upgrade reflects the significant gross debt
reduction this year, which when fully complete will basically
eliminate all secured debt in the capital structure, along with
efforts to address asset retirement obligations" said Sandeep Sama,
Moody's Vice President – Senior Analyst and lead analyst for
Peabody Energy Corporation.

Governance considerations under Moody's ESG framework – including
financial strategy – were key drivers of the rating action.

Assignments:

Issuer: Peabody Energy Corporation

Senior Unsecured Conv./Exch. Bond/Debenture, Assigned B3 (LGD5)

Upgrades:

Issuer: Peabody Energy Corporation

Corporate Family Rating, Upgraded to B2 from B3

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

Senior Secured Bank Credit Facility, Upgraded to B1 (LGD3) from B3
(LGD4)

Issuer: Peabody Securities Finance Corporation

Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD3) from
B3 (LGD4)

Issuer:  PIC AU Holdings Corporation

Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from
B2 (LGD3)

Senior Secured Regular Bond/Debenture, Upgraded to Ba3 (LGD3) from
B2 (LGD3)

Outlook Actions:

Issuer: Peabody Energy Corporation

Outlook, Remains Stable

Issuer: Peabody Securities Finance Corporation

Outlook, Remains Stable

Issuer: PIC AU Holdings Corporation

Outlook, Remains Stable

RATINGS RATIONALE

The rating upgrade is mainly driven by significant gross debt
reduction using free cash flow that resulted from a strong price
environment for both thermal and metallurgical coal over the past
year. Peabody plans to fully retire all of the secured debt in its
capital structure over the next several months. Proforma for this
planned retirement, Peabody would have reduced gross debt by nearly
70%, or around $830 million this year. This, combined with Moody's
expectation for continued strong EBITDA and free cash flow
generation in 2023, puts Peabody in a stronger position even in a
normalized coal price environment in the future. Additionally, the
rating upgrade also takes into account Peabody's ongoing efforts to
address its asset retirement obligation by pre-funding it with
excess cash flow next year.

Peabody's B2 CFR is supported by a diverse portfolio of thermal and
metallurgical coal assets located in Australia and the United
States, and an improved credit profile following substantial debt
reduction this year. Most of the company's US thermal coal is sold
to domestic utilities and all the US-produced metallurgical coal is
sold into the seaborne market. Most of the company's coal produced
in Australia is sold into the seaborne thermal and metallurgical
coal markets in Asia. The rating is constrained by substantial
non-debt liabilities and access to capital issues faced by the
industry driven by substantial ESG-related risks. The company
reported about $1.4 billion of surety bonds, supporting asset
retirement obligations of about $726 million, and additional
non-debt liabilities as of September 30, 2022.

The SGL-2 rating reflects good liquidity to support operations over
the next 12-18 months. Moody's expects Peabody to continue to
generate strong free cash flow in 2023, although incremental cash
is expected to be initially used to pre-fund asset retirement
obligations, before turning to shareholder distributions. At
September 30, 2022, Peabody had $1.35 billion of cash and cash
equivalents. Peabody does not maintain a traditional revolver.
Peabody has a -$300 million letter of credit facility (cannot make
cash borrowings) and a $175 million accounts receivable
securitization facility. These facilities are used primarily to
support letters of credit and the letter of credit facility
contains a minimum liquidity covenant of $125 million.

The stable outlook assumes that the company will generate positive
free cash flow over the next 12-18 months, and initially use that
for pre-funding its asset retirement obligation before turning to
shareholder returns, while maintaining good liquidity to support
operations.

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

Moody's could upgrade the rating with continued strength in coal
pricing for more than two years, and any further material reduction
in non-debt liabilities. However, the magnitude of rating upside
remains constrained by the ESG and funding challenges faced by the
sector over the long-run.

Moody's could downgrade the rating with expectations for meaningful
cash burn, erosion in liquidity, or a significant adverse operating
event at a key mine.

ESG CONSIDERATIONS

Peabody's ESG Credit Impact Score is Very High (CIS-5). The score
reflects very high Environmental risk (E-5), very high Social risk
(S-5), and high Governance risk (G-4). Peabody's E-5 Environmental
score is driven by very high carbon transition risk, the S-5 score
is driven by very high health & safety risk, and the G-4 score is
driven by high risk around financial policy. Absent these material
risks, Peabody's substantial scale and asset base could support a
higher rating.

The highly negative environmental risk scoring (E-5) is driven by
very high carbon transition risk – as most of Peabody's customers
burn most of the company's coal to generate electricity and the
others use it in steelmaking. Carbon transition and the abundance
of cheap, cleaner burning natural gas will continue to diminish the
demand. The company also has substantial environmental reclamation
liabilities related to current and legacy mining sites.

Social risk is very high (S-5) – driven by adverse regulatory
policies in the United States, health-related issues, such as black
lung disease, and safety-related issues endemic to mining
operations, including the company's prior operational problems with
the North Goonyella mine in Australia.

Governance-related risks are high. Peabody completed a debt
restructuring in early 2021 and has engaged in heavy returns of
capital to shareholders and aggressive M&A in the past. More
recently however, Peabody has been focused on gross debt reduction
as well as prefunding its asset retirement obligations with excess
cash flow. This has caused us to change the 'Financial Strategy &
Risk Management' score to 4 from 5, and thereby revising the G-IPS
to G-4 from G-5.

Peabody Energy Corporation is a leading global pure-play thermal
and metallurgical coal producer with coal mining operations in the
US and Australia and about 2.5 billion tons of proven and probable
reserves. The company generated $4.6 billion in revenues during the
LTM period ending September 30, 2022.

The principal methodology used in these ratings was Mining
published in October 2021.


PIPELINE HEALTH: Committee Gets OK to Hire FTI as Financial Advisor
-------------------------------------------------------------------
The official committee of unsecured creditors of Pipeline Health
System, LLC and its affiliates received approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ FTI
Consulting, Inc. as its financial advisor.

The firm's services include:

  -- assistance with the review of financial-related disclosures
required by the court, including schedules of assets and
liabilities, statement of financial affairs and monthly operating
reports;

  -- assistance with the assessment and monitoring of the Debtor's
short-term cash flow, liquidity, and operating results;

  -- assistance with the review of the Debtor's proposed key
employee retention and other employee benefit programs;

  -- assistance with the review of the Debtor's analysis of core
business assets and the potential disposition or liquidation of
non-core assets;

  -- assistance with the review of the Debtor's cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;

  -- assistance with the review and monitoring of the asset sale
process;

  -- assistance with the review of any tax issues associated with,
but not limited to, claims/stock trading, preservation of net
operating losses, refunds due to the Debtor, plan of
reorganization, and asset sales;

  -- assistance with the review of the claims reconciliation and
estimation process;

  -- assistance with the review of other financial information
prepared by the Debtor, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which court approval
is sought;

  -- attendance at meetings and assistance in discussions with the
Debtors, potential investors and other concerned parties;

  -- assistance with the review or preparation of information and
analysis necessary for the confirmation of a plan and related
disclosure statement;

  -- assistance with the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;

  -- assistance with the prosecution of committee responses or
objections to the Debtors' motions; and

  -- other general business consulting services.

The hourly rates for FTI's professional services are as follows:

     Senior Managing Directors           $1,045 to $1,495
     Directors/Senior Directors          $785 to $1,055
     Consultants/Senior Consultants      $435 to $750
     Administrative/Paraprofessionals    $175 - $325

Clifford Zucker, senior managing director at FTI, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Bankruptcy Code Section 101(14).

The firm can be reached through:

     Clifford A. Zucker
     FTI Consulting, Inc.
     1166 Avenue of the Americas, 15th Floor
     New York, NY 10036
     Tel: +1 212 841 9355
     Mobile: +1 908 295 4632
     Email: cliff.zucker@fticonsulting.com

                    About Pipeline Health System

Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care.  Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.

Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.

Judge Marvin Isgur is the case judge.

The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases. The committee
tapped Akin Gump Strauss Hauer & Feld, LLP as legal counsel and FTI
Consulting, Inc. as financial advisor.


PMHC INC: DoubleLine OCF Values $185,000 Loan at 81% of Face
------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $185,000 loan
extended to PMHC Inc to market at $150,139, or 81% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (3
Month Secured Overnight Financing Rate + 4.25%, 0.50% Floor) to
PMHC Inc.  The loan currently has an interest rate of 6.98% and is
scheduled to mature on April 23, 2029.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.



POLAR US: DoubleLine OCF Values $58,900 Loan at 82% of Face
-----------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $58,968 loan
extended to Polar US Borrower LLC to market at $48,158, or 82% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (3
Month LIBOR USD + 4.75%) to Polar US Borrower LLC.  The loan
currently has an interest rate of 7.21% and is scheduled to mature
on October 15, 2025.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Polar US Borrower, LLC is a subsidiary of SK Blue Holdings, LP,
which was formed by SK Capital Partners to facilitate its
acquisition of SI Group, Inc., a global developer and manufacturer
of performance additives and intermediates. The Company operates
manufacturing facilities on five continents.



PRETIUM PKG: DoubleLine ISF Values $2.8M Loan at 85% of Face
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,860,000 loan
extended to Pretium PKG Holdings, Inc., to market at $2,445,300, or
85.5% of the outstanding amount, as of September 30, 2022,
according to a disclosure contained in DoubleLine ISF's Form N-CSR
for the fiscal year ended September 30, filed with the Securities
and Exchange Commission on December 2.

DoubleLine ISF extended a Senior Secured Second Lien Term Loan (3
Month LIBOR USD + 6.75%, 0.50% Floor) to Pretium PKG Holdings,
Inc.,.  The loan currently has an interest rate of 9.03% and is
scheduled to mature on September 21, 2029.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

Headquartered in Chesterfield, Missouri, Pretium PKG Holdings, Inc.
is a manufacturer of rigid plastic containers.


QHC UPSTATE: Unsecureds' Recovery Hiked to 42.85% in Amended Plan
-----------------------------------------------------------------
QHC Upstate Medical, PC, submitted a Second Amended Plan of
Reorganization for Small Business dated December 1, 2022.

The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $493,474.00. The final
Plan payment is expected to be paid no later than 12 months after
confirmation of the Plan.

As a result of the settlement reached between the Debtor and
Fidelis, non-priority unsecured creditors holding allowed claims
will now receive distributions, which the proponent of this Plan
has valued at approximately 42.85 cents on the dollar. This Plan
also provides for the payment of administrative and priority claims
in full.

Class 1 consists of Non-priority unsecured creditors other than
Fidelis. Class 1 allowed claims shall each receive a 42.85%
distribution from (a) the Debtor's remaining pre-petition accounts
receivable actually collected and (b) to the extent necessary, the
Debtor's post-Confirmation disposable income no later than
approximately 12 months from the Effective Date.

Class 2 consists of Fidelis unsecured non-priority claims. The
Class 2 allowed claim holder shall receive the treatment as set
forth in Exhibit A to this Plan.

Class 3 consists of Equity security holders of the Debtor. Class 3
interest holders will retain their interests in the Debtor. In
addition, for purposes of demonstrating that the Plan is fair and
equitable, Seth Kurtz agrees to fund the Plan to the extent there
are insufficient funds to pay the distributions to Class 1
Creditors.

The Plan shall be funded from (a) the Debtor's cash on hand, (b)
remaining pre-petition accounts receivable actually collected, and,
if necessary, (c) the Debtor's disposable income over a period of
three years after the Effective Date.

A full-text copy of the Second Amended Plan dated December 1, 2022,
is available at https://bit.ly/3Bil1hP from PacerMonitor.com at no
charge.

                    About QHC Upstate Medical

QHC Upstate Medical, PC, was a medical services provider in several
sites in New York before being forced to shutter in mid-2021.

QHC Upstate Medical sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22410) on July 5,
2022. In the petition filed by Seth Kurtz, president, the Debtor
estimated assets between $100,000 and $500,000 and liabilities
between $1 million and $10 million.

Judge Sean H. Lane oversees the case.

The Debtor tapped Davidoff Hutcher & Citron, LLP as bankruptcy
counsel and Anderson Kill, PC as special litigation counsel.


REHME CUSTOM: Taps HMP Advisory Holdings as Financial Advisor
-------------------------------------------------------------
Rehme Custom Doors & Lighting, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ HMP
Advisory Holdings, LLC as its financial advisor.

The Debtor requires a financial advisor to:

   -- assist with financial analyses, reporting, financial
projections, liquidation analysis, and claims analysis and
reconciliation, as needed generally in the Debtor's Chapter 11
case, and in connection with the Debtor's evaluation of its need
for post-petition financing and plan formulation; and

   -- assist the Debtor to develop and maintain 13-week cash
forecasts and any budget-to-actual reporting or other reporting
required in its case.

The firm will be paid at these rates:

     President/EVP            $500 to $600 per hour
     Managing Director        $400 to $500 per hour
     Sr. Manager/Director     $300 to $400 per hour
     Manager                  $250 to $350 per hour
     Sr. Consultant           $175 to $300 per hour
     Support Staff            $80 to $200 per hour

Karen Nicolaou, a managing director at HMP, 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:

     Karen Nicolaou
     HMP Advisory Holdings, LLC
     dba Harney Partners
     One Riverway 777
     S. Post Oak Lane, Suite 1700
     Houston, TX 77056
     Tel: (281) 656-6508
     Email: knicolaou@harneypartners.com

                About Rehme Custom Doors & Lighting

Rehme Custom Doors & Lighting, Inc. is a manufacturer of doors and
windows based in Spicewood, Texas. It conducts business under the
name Rehme Steel Windows & Doors.

Rehme sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Texas Case No. 22-50059) on Sept. 9, 2022, with
$1,001,370 in total assets and $4,944,534 in total liabilities.
Peter J. Rehme, president of Rehme, signed the petition.

Judge David R. Jones oversees the case.

Christopher Murray, Esq., at Jones Murray, LLP and HMP Advisory
Holdings, LLC serve as the Debtor's legal counsel and financial
advisor, respectively.


RENTPATH INC: DoubleLine ISF Nearly Writes Off $255,700 Loan
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $255,700 loan
extended to Rentpath, Inc., to market at $7,671, or 3% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan
(Prime Rate + 0.00%) to Rentpath, Inc.,.  The loan currently has an
interest rate of 3.25% and is scheduled to mature on April 25,
2024.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

RentPath Inc. is a media company that owns Rent.com,
ApartmentGuide.com, Lovely, and Rentals.com, which combined see 16
million visitors each month. It was previously called K-III and
PriMedia. The company was acquired by Redfin in April 2021.



RENTPATH INC: DoubleLine OCF Nearly Writes Off $21,500 Loan
-----------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $21,564 loan
extended to Rentpath Inc to market at $647, or 3% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan
(Prime Rate + 0.00%) to Rentpath Inc.  The loan currently has an
interest rate of 3.25% and is scheduled to mature on April 25,
2024.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

RentPath, Inc. provides digital classified advertising for
apartment leasing and new home sales. The company operates a number
of web properties including ApartmentGuide.com, Rentals.com, and
RentalHouses.com.











RENTZEL PUMP: Unsecureds to Get All Disposable Income
-----------------------------------------------------
Rentzel Pump Manufacturing, LP, submitted an Amended Plan of
Reorganization.

Currently, many of Debtor's customers are experiencing record
prices for their products and because of these favorable "tail
winds", quotation activity and bookings are increasing. With the
combination of increased market activity coupled with the
significant reduction in overhead cost plus restructuring under
Subchapter V, Debtor believes it has stopped the bleeding and will
return to long term growth and profitability.

This Plan of Reorganization under chapter 11 of the Bankruptcy Code
proposes to pay Debtor's creditors from the revenue generated by
Debtor.

Class 4 Non-Priority Unsecured Claims. The debtor will pay all of
its projected disposable income over 60 months to the general
unsecured pool of creditors.  Class 4 is impaired.

The Debtor will fund the Plan from its operations.

Attorneys for the Debtor:

     Gary D. Hammond, Esq.
     MITCHELL & HAMMOND
     An Association of Professional Entities
     512 N.W. 12th Street
     Oklahoma City, OK 73103
     Tel: (405) 216-0007
     Fax: (405) 232.6358
     E-mail: gary@okatty.com

         - and -

     Amanda R. Blackwood, Esq.
     BLACKWOOD LAW FIRM, PLLC
     P.O. Box 6921
     Moore, OK 73153
     Tel: (405) 232-6357
     Fax: (405) 378-4466
     E-mail: amanda@blackwoodlawfirm.com

A copy of the Amended Plan of Reorganization dated Nov. 23, 2022,
is available at https://bit.ly/3VrUu9q from PacerMonitor.com.

                About Rentzel Pump Manufacturing

Rentzel Pump Manufacturing, LP, sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-10541)
on May 25, 2022. In the petition signed by Randall Rentzel,
president, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.

Judge Sarah A. Hall oversees the case.

Gary D. Hammond, Esq., at Mitchell & Hammond is the Debtor's
counsel.

Oklahoma State Bank, as lender is represented by Phillips Murrah,
P.C.


RITE AID: S&P Upgrades ICR to 'CCC+' Following Debt Repurchase
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
drugstore retailer Rite Aid Corp. to 'CCC+' from 'SD' (selective
default). S&P also raised the ratings on the 2025 notes to 'CCC-'
from 'D'.

The outlook is negative, reflecting the risk that the company's
turnaround efforts may not materialize quickly enough to increase
its presently weak cash flow generation and margins.

Rite Aid announced the early results of its below-par cash tender
offer for about $160.5 million of the aggregate principal
outstanding on its 7.50% senior secured notes due 2025 (leaving
about $300.0 million outstanding).

S&P said, "We expect Rite Aid's multiyear turn-around effort to
slow down this year, leading to an unsustainable capital structure.
Rite Aid remains highly leveraged, notwithstanding its recent debt
paydown, and we think growth prospects are deteriorating and market
share is declining. We anticipate revenue declines in fiscal 2023
marked by less traction than we anticipated at its pharmacy
benefits manager. In addition, the company will need to cut
significant costs to maintain profitability as part of its ongoing
turnaround, which has been complicated by a deteriorating
macroeconomic environment.

"Our view on the prospects for the business are largely unchanged
from our downgrade action in May following the company's fiscal
2022 annual results (ending Feb. 26, 2022). The reduction in funded
debt is a slight positive while, separately, our economist has
downwardly revised growth prospects for the U.S. economy in 2023
and has increased the probability of a recession to 35%-45%,
presenting a potential headwind. For more information, please refer
to our research update on Rite Aid, published on May 19, 2022, on
Ratings Direct."

The negative outlook reflects the risk that Rite Aid's turn-around
efforts will not gain enough traction to result in a sustainable
capital structure given the company's weak cash flow generation and
margins over the coming year.

S&P said, "We could lower our ratings on Rite Aid if planned cost
savings did not materialize or operating conditions worsened such
that we saw a restructuring possible without an unforeseen positive
development in the following 12 months.

"We could take a positive rating action on Rite Aid if it made
material progress on its pending turn-around initiatives driving
profit growth. Under this scenario, we would expect the company to
demonstrate a significant and sustained improvement in its
operating performance and cash flows. This would provide more
certainty that it will be able to refinance its 2025 maturities at
par."

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

S&P said, "Social factors have become more of a risk, and we now
view them as a moderately negative consideration in our credit
rating analysis. Specifically, over the summer, Rite Aid agreed in
principle to a settlement of claims related to opioid litigation
with four different U.S. states. While we believe the associated
cash outflows of less than $50 million are manageable at the rating
level, the lack of a nationwide settlement and the recently
announced settlements by other drug retailer competitors brings
some uncertainty to the ultimate level of exposure Rite Aid
faces."



RIVERBED TECHNOLOGY: DoubleLine ISF Values $3M Loan at 39% of Face
------------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $3,162,395 loan
extended to Riverbed Technology, Inc., to market at $1,232,022, or
39% of the outstanding amount, as of September 30, 2022, according
to a disclosure contained in DoubleLine ISF's Form N-CSR for the
fiscal year ended September 30, filed with the Securities and
Exchange Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan (3
Month LIBOR USD + 6.00%, 1.00% Floor) (3 Month LIBOR USD + 6.00% +
2.00% PIK) to Riverbed Technology.  The loan currently has an
interest rate of 8.66% and is scheduled to mature on December 7,
2026.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

Riverbed Technology, Inc. provides software solutions. The company
offers application performance monitoring, cloud migration, network
performance monitoring, and security solutions.



RIVERBED TECHNOLOGY: DoubleLine OCF Values Loan at 39% of Face
--------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $231,006 loan
extended to Riverbed Technology Inc to market at $89,997, or 39% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 2.

DoubleLine OCF extended a Senior Secured First Lien Term Loan (3
Month LIBOR USD + 6.00%, 1.00% Floor) (3 Month LIBOR USD + 6.00% +
2.00% PIK) to Riverbed Technology Inc.  The loan currently has an
interest rate of 8.66% and is scheduled to mature on December 27,
2026.

DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended.  The Fund is currently
operating as a diversified fund. The Fund was organized as a
Massachusetts business trust on July 22, 2011 and commenced
operations on January 27, 2012.

Riverbed Technology, Inc. provides software solutions. The Company
offers application performance monitoring, cloud migration, network
performance monitoring, and security solutions.


RTW CONSTRUCTION: Cash Collateral Access, DIP Loan OK'd
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
RTW Construction, Inc. on an interim basis, to use cash collateral
and obtain post-petition financing from Change Capital Holdings I,
LLC.

As previously reported by the Troubled Company Reporter, the DIP
Loan is a revolver that will allow the Debtor to obtain funds,
repay, and obtain more funds up to the maximum principal amount of
$1,000,000 with a maximum outstanding amount during the initial
13-week period of not more than $250,000.

The Debtor acknowledges that separate and apart from its
negotiations with the DIP Lender, the Debtor has assured First
Indemnity of America Insurance Company that proceeds of each of the
Debtor's contracts for which FIA issued a surety bond will be
deposited into a segregated bank account and used first to pay:

     (a) beneficiaries of the New Jersey Trust Fund Act (NJ Rev.
Stat section 2A:44-148) associated with a particular Bonded
Contract who are unpaid at the time of the Debtor's receipt of the
funds; or

     (b) FIA directly to the extent FIA pays the claims (e.g.,
claims to subcontractors and material suppliers for a particular
Bonded Contract).

The Court ruled that the security interest and lien granted
post-petition by the Debtor to the DIP Lender pursuant to the DIP
Loan Documents is approved and granted on a first priority basis on
all of the Debtor's assets, subject to (i) valid and properly
perfected pre-petition liens and (ii) the Trust Fund Act.

As adequate protection for the Debtor's continued use of the DIP
Lender's cash collateral, to the extent of any diminution in the
value of its collateral, the DIP Lender continues to be granted a
replacement lien in all of the Debtor's presently owned or
hereafter acquired property and assets.

The DIP Lender is also granted, to the extent of any diminution in
the value of its collateral, an allowed super priority
administrative claim as provided in section 507(b) of the
Bankruptcy Code against the Debtor's estate which will have
priority in payment over any other indebtedness and/or obligations
now in existence or incurred hereafter by the Debtor and over all
administrative expenses or charges against property arising in the
Debtor's Chapter 11 case or any superseding Chapter 7 case.

The Debtor's authorization to use cash collateral and obtain DIP
Financing pursuant to the Order will be in effect commencing on the
bankruptcy filing date through and including the earlier of the
entry of a Final Order or December 13, 2022. The Debtor and the DIP
Lender may amend or provide for new Budgets and extend the
Expiration Date, without the need for further Court approval
provided that any amended Budget and notice of any extension of the
Expiration Date is filed with the Court.

A hearing to consider the DIP Financing and entry of a Final Order
is scheduled for December 13 at 2 p.m.

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

The budget provides for total operating expenses, on a weekly
basis, as follows:

     $24,900 for the week ending December 2, 2022;
     $25,300 for the week ending December 9, 2022; and
     $18,900 for the week ending December 16, 2022.

                   About RTW Construction, Inc.

RTW Construction, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 21-18595) on November
4, 2021. In the petition signed by Randy Worrell, chief executive
officer, the Debtor disclosed $1,376,365 in assets and $3,032,627
in liabilities.

Judge Christine M. Gravelle oversees the case.

Vincent Roldan, Esq., at Mandelbaum and Salsburg PC is the Debtor's
counsel.

Change Capital Holdings I, LLC, the DIP lender, is represented by
Henry G. Swergold, Esq., at Platzer, Swergold, Goldberg, Katz &
Jaslow, LLP.


RUBY PIPELINE: Unsecureds Unimpaired Under Toggle Plan
------------------------------------------------------
Ruby Pipeline, L.L.C., submitted a First Amended Chapter 11 Plan
dated Nov. 18, 2022.

Under the Plan, holders of Class 3 General Unsecured Claims will
each receive (x) a distribution of cash equal to the allowed amount
of its General Unsecured Claim; (y) subject to the consent of the
buyer, reinstatement of its allowed claim; or (z) such other
treatment agreed to by the holder of the claim; provided, that, any
General Unsecured Claim held by an Excluded Party shall be subject
to Article VII.E.  Class 3 is unimpaired.

Article VII.E. provides that any Claims held by Entities from which
property is recoverable pursuant to a Cause of Action under
sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a
transferee of a transfer avoidable pursuant to a Cause of Action
under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a)
of the Bankruptcy Code (other than any Cause of Action that is an
Assumed Contract (as defined in the Investment Agreement)), shall
be deemed disallowed pursuant to section 502(d) of the Bankruptcy
Code, and holders of such Claims may not receive any distributions
on account of such claims until such time as such Causes of Action
against that Entity have been settled or a Bankruptcy Court order
with respect thereto has been entered and all sums due, if any, to
the Debtor by that Entity have been turned over or paid to the
Liquidation Trust or the Reorganized Debtor, as applicable.  

The Plan will be consummated with either the sale transaction or
the reorganization transaction.  The sale transaction will occur
if: (i) the Debtor has obtained binding commitments as of the
commencement of the Confirmation Hearing with respect to
investments in the Reorganized Debtor and the settlement of Claims
that are reasonably expected (including based on reasonable, good
faith estimates by the Debtor) to provide sufficient Net Cash
Proceeds to satisfy the Allowed Notes Claim in full in Cash (in the
event of any dispute, as determined by the Bankruptcy Court); (ii)
immediately following consummation of the Sale Transaction, the
Debtor will have sufficient Net Cash Proceeds to (a) satisfy the
Allowed Notes Claim in full (in the event of any dispute, as
determined by the Bankruptcy Court) on the Effective Date (unless
Class 5 (Notes Claims) votes to accept the Plan), and (b) satisfy
or reserve for payment of all other payment obligations under the
Plan; and (iii) the Bankruptcy Court confirms the Plan and approves
the Sale Transaction.  If the Sale Transaction Conditions are not
satisfied, the reorganization transaction shall be consummated.

The Debtor is conducting a marketing and sale process in accordance
with the Bidding Procedures to identify the Buyer. Pursuant to the
Bidding Procedures, the Debtor may designate a: (i) Stalking Horse
Bidder (as defined in the Bidding Procedures Order); (ii)
Successful Bidder; and (iii) Back-Up Bidder. Except as otherwise
provided for herein, the Bidding Procedures, including, without
limitation, the procedures and timeline set forth therein, shall
remain in full force and effect regarding the marketing and sale of
the Reorganized Equity Interests.

All rights of the Ad Hoc Group, the Indenture Trustee, and the
Creditors' Committee to object to the marketing and sale process,
including with respect to the proposed designation of any bidder as
a "stalking horse" pursuant to the Bidding Procedures, are
expressly reserved; provided, that any such objections shall be
resolved by the Bankruptcy Court by no later than entry of the
Confirmation Order.

                         Sale Transaction

If the Sale Transaction occurs, on the Effective Date, the Sale
Transaction shall be implemented in the following sequence:

   a. first, pursuant to sections 1123, 1141(b), and 1141(c) of the
Bankruptcy Code, all Excluded Assets and Excluded Liabilities
(each, as defined in the Investment Agreement) shall be transferred
to, and vest in, the Liquidation Trust free and clear of all Liens,
Claims, charges, interests, or other encumbrances but subject to
the Liquidation Trust's obligations under the Plan;

   b. second, (i) the Equity Interests will be cancelled, and (ii)
pursuant to sections 1123, 1141(b), and 1141(c) of the Bankruptcy
Code, 100% of the Reorganized Equity Interests shall be issued to
and vest free and clear of all Liens, Claims, charges, interests,
or other encumbrances in the Successful Bidder (or its designee) in
accordance with the Sale Transaction Documents; and

   c. third, the Buyer shall remit the Sale Transaction Proceeds to
an account or accounts designated by the Debtor, which accounts
shall be transferred to the Liquidation Trust following the initial
Distribution.

                    Reorganization Transaction

If the Reorganization Transaction occurs, on the Effective Date,
(a) the Equity Interests will be cancelled, and (b) 100% of the
Reorganized Equity Interests shall be transferred to, and vest in,
the Noteholders. In the case of the Reorganization Transaction, any
documents, tax election, or other corporate organization matters
that relate exclusively to the Reorganized Debtor shall be
reasonably acceptable to the Ad Hoc Group.

Attorneys for the Debtor:

     Ray C. Schrock, Esq.
     Sunny Singh, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, NY 10153
     Telephone: (212) 310-8000
     Facsimile: (212) 310-8007

          - and -

     Kevin Gross, Esq.
     Daniel J. DeFranceschi, Esq.
     John H. Knight, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 N. King Street
     Wilmington, DE 19801
     Telephone: (302) 651-7700
     Facsimile: (302) 651-7701

A copy of the First Amended Chapter 11 Plan dated Nov. 18, 2022, is
available at https://bit.ly/3EoGvdG from cases.ra.kroll.com, the
claims agent.

                      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.


S-TEK 1 LLC: Wins Cash Collateral Access Thru March 2023
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico authorized
S-Tek 1 LLC to use cash collateral from December 1, 2022 through
March 31, 2023.

Surv-Tek, Inc. is a non-insider creditor that holds, claims, or may
claim liens against cash collateral by operation of a security
agreement dated December 28, 2018, with the Debtor.

The Debtor is permitted to use cash collateral in the ordinary
course of its business to pay:

    a. expenses listed on the budget, including payment of
employees, for services rendered post-petition, not to exceed the
greater of $500 or 110% of any asterisked line item amount in the
Budget in any month, except that payments to S-Tek's licensed
surveyor may not exceed 150% of the Budgeted amount and any unused
amount in a month may be carried over to future months. If there is
insufficient cash to make a full payment of Randy Asselin's payroll
expense for a particular payroll period, the shortfall may be paid
in successive payroll periods provided sufficient cash is
available;

     b. expenses in excess of the amounts set forth in subparagraph
(a), other than insider compensation, by obtaining the prior
written consent of the subchapter V trustee after he consults with
counsel for Surv-Tek, or by further Court order;

     c. any additional amounts for post-petition taxes,
unemployment taxes, and New Mexico CRS taxes that become due; and

     d. any other amounts approved by Surv-Tek in writing or
permitted by further Court order.

As adequate protection, Surv-Tek will continue to have a lien on an
all pre-petition cash collateral, as that term is defined in 11
U.S.C. section 363(a), upon which it had a lien pre-petition, and
it will have replacement liens in the Debtor's post-petition
collateral, of the same type in which Surv-Tek had a lien
pre-petition, to the extent of diminution in value of the Debtor's
accounts receivable, cash on deposit, cash on hand, and other cash
equivalents since the Petition Date.

The Debtor will also:

     a. maintain accurate records of operating revenue and
expenditures on a cash basis;

     b. timely pay all post-petition payroll taxes, unemployment
taxes, and New Mexico CRS taxes incurred post-petition; and

     c. maintain its insurance policies currently in effect.

S-Tek's authority to use cash collateral will cease upon default
under the order. S-Tek will be in default of its authority to use
cash collateral if: (i) S-Tek fails to comply in a material respect
with any requirements of the Order and, if such failure is curable,
it is not cured within 10 days after written notice to S-Tek's
counsel, Nephi D. Hardman, Esq., sent via email to
nephi@turnaroundbk.com, and S-Tek does not within that time file a
motion with the Court to contest or excuse the alleged default; or
(ii) the case is converted to a case under chapter 7 or is
dismissed. Surv-Tek may waive any default.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3uwyjU2 from PacerMonitor.com.

The budget provides for total expenses, on a monthly basis, as
follows:

     $109,068 for December 2022;
     $109,068 for January 2023;
     $109,068 for February 2023; and
     $109,068 for March 2023.

          About S-Tek 1 LLC

S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com -- is
a land surveying and consulting firm providing services to both the
private and public sectors throughout New Mexico.  It is based in
based in Albuquerque, N.M.

S-Tek 1, filed a Chapter 11 petition (Bankr. D.N.M. Case No.
20-12241) on Dec. 2, 2020.  In its petition, the Debtor disclosed
$355,177 in assets and $2,251,153 in liabilities.  Randy Asselin,
managing member, signed the petition.  

Judge Robert H. Jacobvitz presides over the case.

The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its
bankruptcy counsel and FPM & Associates, LLC as its accountant.



SAS AB: Gets OK to Hire Advokatfirmaet Schjodt as Special Counsel
-----------------------------------------------------------------
SAS AB and its subsidiaries received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Advokatfirmaet Schjodt AS as their special counsel.

The Debtor requires a special counsel to represent them in matters
related to corporate governance, regulatory and trade advice,
corporate transactions, public procurement, competition law,
contract law matters, real estate, banking and finance law,
litigation, capital market-related matters, employment law, and
other specific Norwegian law issues that may arise requiring
Advokatfirmaet's expertise.

The firm will charge these hourly fees:

     Partners             NOK 6,900  ($644)
     Specialist Counsel   NOK 5,400 - NOK 5,900 ($504 - $551)
     Associates           NOK 3,200 - NOK 4,400 ($300 - $411)

Jon Kristian Sjatil, a partner at Advokatfirmaet Schjodt, disclosed
in a court filing that the firm and its attorneys neither hold nor
represent any interest adverse to the Debtors and their estates.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Sjatil disclosed that:

     -- Advokatfirmaet Schjodt has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements for this engagement;

     -- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;

     -- Advokatfirmaet Schjodt represented the Debtors in the 12
months prior to the petition date in several matters applying a fee
structure based on hourly rates ranging from standard levels in
accordance with the proposed fee structure, and appropriate
discounts depending on the nature of the matter and level of
expertise; and

     -- Advokatfirmaet Schjodt has proposed the budget and staffing
plan for the period from July 5 to Dec. 31, 2022, as well as one
for a continued period ending on June 30, 2023.

The firm can be reached through:

     Jon Kristian Sjatil
     Advokatfirmaet Schjodt AS
     Ruselokkveien 14 – 16
     P.O. Box 2444 Solli
     NO-0201 Oslo
     Norway
     Tel: +47 22 01 88 00
     Fax: +47 22 83 17 12
     Email: jon.sjatil@schjodt.com

                    About Scandinavian Airlines

SAS SAB, Scandinavia's leading airline, with main hubs in
Copenhagen, Oslo and Stockholm, is flying to destinations in
Europe, USA and Asia. Spurred by a Scandinavian heritage and
sustainable values, SAS aims to be the global leader in sustainable
aviation.  The airline will reduce total carbon emissions by 25% by
2025, by using more sustainable aviation fuel and its modern fleet
with fuel-efficient aircraft.  In addition to flight operations,
SAS offers ground handling services, technical maintenance and air
cargo services. SAS is a founder member of the Star Alliance, and
together with its partner airlines offers a wide network
worldwide.
On the Web: https://www.sasgroup.net

SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, as authorized
representative, SAS AB estimated assets between $10 billion and
$50
billion and liabilities between $1 billion and $10 billion.

Judge Michael E. Wiles oversees the cases.

The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; and Seabury Securities,
LLC and Skandinaviska Enskilda Banken AB as investment bankers.
Seabury is also serving as restructuring advisor.  Kroll
Restructuring Administration, LLC is the claims agent and
administrative advisor.


SAVVA'S RESTAURANT: Unsecureds to Get 100% Under Plan
-----------------------------------------------------
Savva's Restaurant, Inc., d/b/a Harvest Diner, submitted a Second
Amended Plan of Liquidation.

Under the Plan, all holders of Class 4 Allowed General Unsecured
Claims includable in Class 4 shall receive payments of Cash
totaling 100% of their Allowed General Unsecured Claims from the
Funds, as follows:

   (a) Pro Rata Distributions shall be made to all holders of
Allowed General Unsecured Claims, on the Effective Date ("First
Payments"), if and to the extent there are sufficient monies
available to make such First Payments on the Effective Date, after
payment of (i) all US Trustee Fees due as of such time and all US
Trustee fees that will come due based on all disbursements made
from the proceeds received at Closing, (ii) all Closing Fees, (iii)
the Allowed Secured Claim of TD Bank, (iv all Professional Fees and
all post-Confirmation Professionals' fees due and owing as of said
time, (v) all Allowed Secured Claims, (vi) a reserve for all
Capital Gains Taxes, and (vii) all Allowed Priority Tax Claims and
(vii) all Allowed Priority Non-Tax Claims, and

   (b) if and to the extent that there are monies remaining due to
any holders of Allowed General Unsecured Claims after the First
Payments ("Remainders"), the Debtor shall pay such Remainders
("Final Payments") from the Insurance Payment to Debtor or the
Surplus Monies, within 30 days following clearance of such
Insurance Payment or the Surplus Monies as good funds in the
Debtor's bank account.

The funding of the Distributions to be made under this Plan will be
derived from the Sale, the Insurance Payment to Debtor, and the
Surplus Monies.

"Insurance Payment to Debtor" shall mean any payment by KBIC to the
Debtor on the account of the Insurance Claim.  "Sale" shall mean
the sale of the Debtor's located at 841 Old Country Road, Westbury,
NY 11590.  "Surplus Monies" shall mean any monies received or
determined by a Final Order to be due to TD Bank on account of
proceeds of Sale received by TD, and/or the Insurance Payment to
TD, in excess of monies owed to TD Bank under the Allowed Secured
Claim of TD Bank.

Attorneys for the Debtor:

     Neil Ackerman, Esq.
     PRYOR & MANDELUP, L.L.P.
     675 Old Country Road
     Westbury, NY 11590
     Tel: (516) 997-0999
     E-mail: na@pryormandelup.com

A copy of the Second Amended Plan of Liquidation dated Nov. 18,
2022, is available at https://bit.ly/3hPv0UY from
PacerMonitor.com.

                    About Savva's Restaurant

Savva's Restaurant, Inc., doing business as Harvest Diner, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 22-70382) on March 4, 2022, with
$5,625,000 in assets and $2,485,720 in liabilities. Kyriacos Savva,
president of Savva's Restaurant, signed the petition.

Judge Robert E. Grossman oversees the case.

The Debtor tapped Pryor & Mandelup, LLP as bankruptcy counsel;
Lambrou Law Firm, P.C. as special counsel; and Prager Metis CPAs,
LLC as accountant.

The Debtor filed its proposed Chapter 11 plan of liquidation on May
20, 2022.


SITEK PRODUCTIONS: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Sitek Productions, Inc. and Sitek
Logistics, Inc. to use cash collateral on an interim basis pending
a further hearing set for January 10, 2023, at 1:30 p.m.

The Debtor is permitted to use cash collateral in accordance with
the budget, with a 10% variance.

As previously reported by the Troubled Company Reporter, the Small
Business Administration is owed approximately $87,300 based on a
loan made to SPI on July 14, 2020. The SBA may assert a lien on
SPI's accounts receivable.

The Debtors also believe these merchant capital advance lenders may
assert liens on and security interests in the accounts receivable:

                                         Approximate Balance
   MCA Lender                            as of Petition Date
   ----------                            -------------------
Sofia Grey, LLC                                     $167,355
   d/b/a eFinancial Tree     
QFS Capital, LLC                                     $59,052
Lending Valley, Inc.                                 $41,833
Kalamata Capital Group                              $100,600
Fox Capital Group, Inc.                              $58,800
Delta Bridge Funding, LLC                            $97,576

As adequate protection with respect to the SBA's and the MCA
lenders' interests in the cash collateral, the SBA and the MCA
lenders are granted a replacement lien in and upon all of the
categories and types of collateral in which they held a security
interest and lien as of the Petition Date to the same extent,
validity and priority that they held as of the Petition Date.

The Debtors are directed to maintain insurance coverage for the
collateral in accordance with the obligations under the loan and
security documents.

A copy of the order and the Debtor's budget is available at
https://bit.ly/3P9jErr from PacerMonitor.com.

The budget provides for total operating expenses, on a weekly
basis, as follows:

       $90,350 for the week ending December 12, 2022;
       $48,150 for the week ending December 19, 2022;
       $31,000 for the week ending December 26, 2022;
       $48,750 for the week ending January 2, 2023;
      $124,150 for the week ending January 9, 2023; and
       $43,391 for the week ending January 16, 2023.

                 About Sitek Productions, Inc.
Sitek Productions, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03141) on August
31, 2022. In the petition signed by Justin J. Peace, president, the
Debtor disclosed up to $1 million in both assets and liabilities.

Judge Grace E. Robson oversees the case.

Edward J. Peterson, Esq., at Stichter, Riedel, Blain & Postler PA
is the Debtor's counsel.



SKILLSOFT FINANCE: DoubleLine ISF Values $1.3M Loan at 86% of Face
------------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,355,315 loan
extended to Skillsoft Finance, Inc., to market at $1,163,538, or
86% of the outstanding amount, as of September 30, 2022, according
to a disclosure contained in DoubleLine ISF's Form N-CSR for the
fiscal year ended September 30, filed with the Securities and
Exchange Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan (1
Month Secured Overnight Financing Rate + 5.25%, 0.75% Floor) to
Skillsoft Finance, Inc.  The loan currently has an interest rate of
7.96% and is scheduled to mature on July 14, 2028.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

SkillSoft Corporation provides cloud-based learning solutions,
offering enterprise courseware.



SKILLZ INC: Board OKs CEO Equity Awards Worth Approximately $34.5M
------------------------------------------------------------------
The Board of Directors of Skillz Inc. approved an award to Andrew
Paradise, the Company's chairman and chief executive officer, of
restricted stock units having a grant date fair value of $25.875
million and performance stock units with a grant date fair value of
$8.625 million under the Company's 2020 Omnibus Incentive Plan.
Mr. Paradise may earn one share of the Company's Class A common
stock for each RSU and PSU that vests under the CEO Equity Award.

In March 2022, the Board and Mr. Paradise agreed to cancel Mr.
Paradise's award of 16,119,640 performance stock units granted on
Sept. 14, 2021.  Following the cancellation of this award, the
Board and Mr. Paradise continued to discuss the terms of a
potential equity grant.  It is not expected that Mr. Paradise would
be granted annual refresh equity awards for fiscal year 2023 or
2024.

The CEO Equity Award will be granted on Jan. 1, 2023 under the
Company's Omnibus Plan.  The number of PSUs and RSUs covered by the
CEO Equity Award will be calculated using the 90-calendar day
volume weighted average price for the Company's Class A common
stock as of Dec. 31, 2022, which is the day prior to the Grant
Date.

The RSUs will vest 25% on the first anniversary of the Grant Date
and the remainder will vest in substantially equal quarterly
installments over the following 12 calendar quarters (such that the
RSUs will be fully vested after four years of service), in each
case subject to Mr. Paradise's continued service with the Company,
whether as chief executive officer or executive chairman and chief
product officer.

The PSUs will vest over four one-year performance periods,
beginning on January 1 of each year (starting with the Grant Date),
subject to achievement of annual Company goals to be established by
the Compensation Committee, subject to Mr. Paradise's continued
Service with the Company.  The CEO Equity Award PSUs and
performance stock units granted to other executives will have the
same performance goals for the same performance periods.

In the event that Mr. Paradise's Service with the Company
terminates for any reason, or Mr. Paradise breaches any written
restrictive covenant agreement with the Company, any part of the
CEO Equity Award that is not then vested will terminate and be
cancelled immediately upon such termination of Service.

Upon a Change in Control (as defined in the Omnibus Plan), the RSUs
will be treated in accordance with the Company's Executive
Severance and Change in Control Plan.  If a Change of Control (as
defined in the Omnibus Plan) occurs during a Performance Period,
(i) the Compensation Committee will determine to what extent the
Performance Goals have been achieved with respect to the applicable
Performance Period as of the date of such Change in Control and
(ii) the number of PSUs for which the Performance Goals were
achieved will be pro-rated based on the number of days in such
Performance Period prior to the date of the Change of Control.
Such PSUs will cease to be subject to any further Performance Goals
following the Change in Control and will vest at the end of such
Performance Period subject to Mr. Paradise's continued Service
through the last day of such Performance Period, provided, that
such PSUs will vest in full on a CIC Qualifying Termination, as
such term is defined in the Executive Severance Plan.  Any PSUs for
which the Performance Goals were not achieved as of the date of the
Change in Control or that relate to future Performance Periods will
be forfeited.

Prior to the grant of the CEO Equity Award, Mr. Paradise's unvested
equity compensation consisted of (i) performance-based stock
options granted at the time the Company became public which will
not begin to vest until the VWAP per share on the New York Stock
Exchange of the Company's Class A common stock over a ten trading
day period equals or exceeds $55.32, (ii) 62,284 shares of
restricted stock acquired in connection with the early exercise of
options granted prior to the Company becoming public, which are
subject to monthly vesting through April 2023 and (iii) 3,720,484,
shares of restricted stock acquired in connection with the early
exercise of options granted prior to the Company becoming public,
which are subject to quarterly vesting through April 2024.

                         About Skillz Inc.

Skillz Inc. -- www.skillz.com -- is a mobile games platform that
connects players in fair, fun, and meaningful competition.  The
Skillz platform helps developers build multi-million dollar
franchises by enabling social competition in their games.
Leveraging its patented technology, Skillz hosts billions of casual
esports tournaments for millions of mobile players worldwide, and
distributes millions in prizes each month.

Skillz reported a net loss of $181.38 million in 2021, a net loss
of $145.51 million in 2020, and a net loss of $23.60 million in
2019.  As of Sept. 30, 2022, the Company had $772.41 million in
total assets, $340.11 million in total liabilities, and $432.30
million in total stockholders' equity.

                            *    *    *

As reported by the TCR on March 31, 2022, S&P Global Ratings
lowered its issuer credit rating on San Francisco-based mobile
gaming platform operator Skillz Inc. to 'CCC+' from 'B-'.  Also in
March 2022, Moody's Investors Service downgraded the Corporate
Family Rating of Skillz Inc. to Caa1 from B3 following the
company's recent guidance for greater cash flow losses over the
next year, reflecting higher governance risk.


SKY INN: Unsecureds be Paid in Full in 6 Monthly Installments
-------------------------------------------------------------
Sky Inn Operation, Inc., et al. submitted a Disclosure Statement in
Support of Debtors' Second Amended Joint Chapter 11 Plan of
Reorganization dated Nov. 18, 2022.

The Debtors in the jointly administered bankruptcy cases are Sky
Inn Operation, Inc. d/b/a Staybridge Suites Austin Airport, and
Austin Airport Suites, LLC.

The Plan will be funded from operations of the Debtors and cash on
hand.

With respect to specific classes of creditors, the Plan provides:

   (1) all Allowed Administrative Claims shall be paid in full, in
Cash, on the Effective Date, or as otherwise agreed in writing
between the Debtors and any such administrative claimant agreeing
to a different treatment;

   (2) full payment of all Allowed Priority Claims of Governmental
Entities, if any, in Cash, through regular Monthly Plan Payments,
or as otherwise agreed in writing, together with interest at the
rate required by Bankruptcy Code section 511 or, if applicable, the
rate authorized by Texas Tax Code s 33.01, over a period through
the fifth anniversary of the Petition Date;

   (3) full payment, in Cash, of all Allowed Non-Governmental
Priority Claims, if any, on the Effective Date;

   (4) full payment of all Allowed Secured Claims of Governmental
Entities, if any, in Cash, through regular Monthly Plan Payments,
or as otherwise agreed in writing, together with interest at the
rate required by Bankruptcy Code section 511 or, if applicable, the
rate authorized by Texas Tax Code s 33.01, over a period through
the fifth anniversary of the Petition Date;

   (5) full payment of the Allowed Secured Claim of RSS
COMM2015-DC1-TX SIO, LLC ("RSS") together with interest at the Plan
Interest Rate (provided and for so long as there is no Event of
Default, as defined in the RSS Loan Documents, following the
Effective Date; in the event of a post-Effective Date Event of
Default, the Default Rate shall govern), assessed in accordance
with the terms of the RSS Loan Documents, from the Effective Date
until paid in full, through one payment of $1,000,000 on the
Effective Date (to be applied, funds permitting, by Lender first to
past due principal and interest, then advances then special
servicing fees, then interest on advances, then NSF fee/YM Calc
Fee/Lien Release fee/Accommodation fee, then liquidation/workout
fee, then late fees), 16 consecutive monthly installment payments
commencing on or before the fifth day of the first month following
the Effective Date in the amount of Sixty-Nine Thousand, Eight
Hundred Eighty-Eight Dollars and 67/100 ($69,888.67), with each
such monthly payment due on or before the fifth day of each month
thereafter, with a final payment of all remaining principal,
interest, and Yield Maintenance Premium (as defined and calculated
under the RSS Loan Documents) and all other remaining amounts
(including, without limitation, interest on advances to the extent
not satisfied by the initial payment) due under the terms of the
RSS Loan Documents on or before the fifth day of the eighteenth
month following the Effective Date. On the Effective Date,
non-debtor Sky Inn Hotels & Suites, Inc. shall transfer and assign
by bill of sale to Debtor Sky Inn Operations, Inc., title to any
and all furniture, fixtures, trade fixtures, equipment, and
inventory, and RSS shall be granted a first-priority lien upon all
such property (in addition to its existing retained liens) to
secure the Debtors' obligations under the Plan and under the RSS
Loan Documents. On or before the Effective Date, the Debtors shall
execute and furnish to RSS such documents as RSS may, in its sole
and reasonable discretion, deem necessary to establish and/or
perfect such lien. RSS shall retain all of its Liens until its
Class 4 Allowed Secured Claim is paid in full. Cash management
shall be reinstated in accordance with the terms of the existing
Cash Management Agreement and Clearing Account Agreement and shall
continue in full force and effect until the Class 4 Allowed Secured
Claim of RSS is paid in full. The Debtors shall fully comply with
the terms of the Cash Management Agreement and Clearing Account
Agreement, including, without limitation, the direction of all of
their revenues to the Clearing Account. Without in any way limiting
the foregoing, the Debtors shall, on or before the Effective Date,
instruct all credit card companies and other sources of revenue to
remit all revenues to the Clearing Account. The Debtors shall
refrain from transferring any revenues or assets of the Debtors to
any person or entity for any purpose
other than payment of lender-approved operating expenses until RSS
is paid in full. Prior to the Confirmation Hearing, the Debtors and
RSS shall agree upon a monthly recurring operating expense budget
to be in place on and after the Effective Date, and such monthly
recurring operating expenses shall be deemed to be pre-approved by
RSS so long as there is no existing Default in the Reorganized
Debtors' obligations to the holder of the Class 4 Claim under the
Plan or the RSS Loan Documents. Additionally, payments due per the
terms of the Plan to holders of Allowed Administrative Claims,
holders of Allowed Class 1 through Class 6 Claims shall be deemed
to be pre-approved by RSS so long as there is no existing Default
in the Reorganized Debtors' obligations to the holder of the Class
4 Claim under the Plan or the RSS Loan Documents. Any monies in the
Cash Management Account or Clearing Account in excess of
lender-approved operating expenses shall, on a monthly basis as RSS
may commercially reasonably deem fit, be swept into the PIP Reserve
Account.

   (6) On or before the Effective Date, Armando Bartarse Cardenas
shall deliver to RSS an absolute and unconditional full-recourse
guaranty of the Debtors' obligations to RSS, as modified by this
Plan, in a form reasonably acceptable to RSS. Except as expressly
modified by the Plan, the RSS Loan Documents shall remain in full
force and effect; provided that, conditioned upon the occurrence of
and as of the Effective Date, there shall be no existing Event of
Default under the RSS Loan Documents, and there shall be no future
Event of Default triggered by any facts and circumstances prior to
the Petition Date relating to the Sky Inn Hotels & Suites, Inc.
personal property and/or relating to the lease thereof to Debtor
Austin Airport Suites, LLC. On and after the Effective Date,
Debtors shall only be entitled to notice of any default of its
obligations to the extent expressly provided for in the RSS Loan
Documents. Section 7.9 of the Plan shall not apply to RSS;

   (7) full payment of the Other Allowed Secured Claims, if any,
together with interest at the Plan Interest Rate, through 17
consecutive monthly installment payments commencing on the
Effective Date calculated on a 120 month amortization, with a final
payment of all remaining principal and interest due on the first
business day of the eighteenth month following the Effective Date;

   (8) full payment of the Allowed General Unsecured Claims through
6 regular monthly installment payments commencing on the Effective
Date and continuing monthly thereafter;

   (9) All Pre-Petition Membership Interests in each of the Debtors
shall be preserved provided, however, that holders of such
interests shall receive no payments, dividends, or distributions,
on account of the Pre-Petition Membership Interests unless and
until claims in Class 6 are paid in full; and

  (10) Each holder of an Allowed Secured Claim will retain its
Liens until such Allowed Secured Claims are paid in full.

Following the Effective Date, the Reorganized Debtors will object,
as needed, to Proofs of Claim (and shall continue any objections to
Proofs of Claim filed by the Debtors-in-Possession), shall litigate
(and continue any litigation commenced by the Debtor-in-Possession)
all Causes of Action, including any Avoidance Actions, and shall
make the distributions required by this Plan.

The Debtors intend to assume their existing executory contracts and
leases, including the Hotel Lease between Debtors and the
Staybridge Suites(R) Hotel Relicensing License Agreement between
AAS, as licensee, and Holiday Hospitality Franchising, LLC ("HHF"),
as licensor, dated February 15, 2019 (including all exhibits and
attachments, the "License Agreement"), together with any ancillary
contracts to the License Agreement, including but not limited to
the Master Technology Agreement with Six Continents Hotels, Inc.,
as executory contracts to be assumed under the Plan.

Under the Plan, holders of Class 6 Allowed Unsecured Claims will be
paid its Allowed Claim in full, in Cash, in 6 regular monthly
installment payments commencing on the Effective date and monthly
thereafter until paid in full, so long as there has been no
Material Default by the Reorganized Debtors in treatment of Classes
4 through 5.  The failure to timely make any such payment shall be
a Class 6 Event of Default.  A Class 6 Event of Default that
remains uncured for 45 days following notice of default to the
Reorganized Debtors shall be a Material Default under the Plan.
Class 6 is impaired.

Attorneys for Sky Inn Operation, Inc. d/b/a Staybridge Suites
Austin Airport and Austin Airport Suites, LLC:

     Kell C. Mercer, Esq.
     KELL C. MERCER, P.C.
     901 S Mopac Expy Bldg. 1 Ste 300
     Austin, TX 78746
     Tel: (512) 627-3512
     Fax: (512) 597-0767
     E-mail: kell.mercer@mercer-law-pc.com

          - and -

     C. Daniel Roberts, Esq.
     C. DANIEL ROBERTS, P.C.
     P.O. Box 6368
     Austin, TX 78762
     Tel: (512) 494-8448
     E-mail: droberts@cdrlaw.net

A copy of the Disclosure Statement dated Nov. 18, 2022, is
available at https://bit.ly/3TVhBbs from PacerMonitor.com.

            About Sky Inn Operation and Austin Airport

Sky Inn Operation, Inc. owns real property locally known as the
Staybridge Hotel located at 1611 Airport Commerce Drive, Austin,
Texas. Austin Airport Suites, LLC, an affiliate, is renting the
hotel pursuant to a lease agreement dated June 23, 2008.  

Sky Inn Operation and Austin Airport Suites sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No.
22-10134) on Feb. 28, 2022.

In their petitions, Sky Inn Operation disclosed up to $50 million
in assets and up to $10 million in liabilities while Austin Airport
disclosed up to $500,000 in assets and up to $10 million in
liabilities. Armando Batarse Cardenas, president of Sky Inn Hotels
& Suites and sole shareholder, signed the petitions.

Judge Tony M. Davis oversees the cases.

C. Daniel Roberts, PC and Kell C. Mercer PC, serve as the Debtors'
legal counsel.


SP PF BUYER: S&P Downgrades ICR to 'CCC' on Thinning Liquidity
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on SP PF Buyer
LLC's (d/b/a Pure Fishing) to 'CCC' from 'CCC+'. At the same time,
S&P lowered its issue-level rating on the company's first-lien term
loan to 'CCC' from 'CCC+'.

The outlook is negative because Pure Fishing may be vulnerable to
nonpayment on debt service or a restructuring within the next 12
months and is dependent on favorable business, financial, and
economic conditions to meet financial commitments.

S&P said, "We lowered our issuer credit rating to 'CCC' from
'CCC+', reflecting our view that Pure Fishing will have
less-than-adequate liquidity and minimal coverage of fixed charges,
which increase the possibility of a default within the next 12
months. The company had approximately $33 million of cash as of
Sept. 30, 2022. Incorporating asset-based lending (ABL) facility
availability, total liquidity at the end of September 2022 was
about $73 million, which is less than adequate based on our
forecast of sources and uses over the next 12 months, which assumes
additional cash burn. The company's cash burn (operating cash flow
plus capex and term loan amortization) has been about $25 million
per quarter through the third quarter of 2022. Year-to-date
third-quarter cash EBITDA was about $35 million, which was more
than offset by about $60 million in interest expense and $50
million in working capital, capex, and debt amortization outflows.
Due to its thin liquidity in the third quarter, Pure Fishing
obtained a factoring facility with commitments of up to $30
million, as well as a real estate-backed loan of $40 million from
its financial sponsor, Sycamore Partners Management L.P., to fund
operations. Thinning liquidity raises the risk of a restructuring
in some form within the next 12 months if operating conditions do
not improve substantially. We believe the capital structure is
likely unsustainable due to our expectations of high leverage
through 2023 with no room for operating missteps or unexpected head
winds. The February 2022 acquisition of Svendsen, a leading fishing
tackle provider in Europe, has underperformed Pure Fishing's 2022
EBITDA budget and led to increased leverage. The acquisition
includes $15 million of Svendsen subsidiary-level debt coming due
in the first quarter of 2023, which may result in further liquidity
pressures if not extended. Additionally, Pure Fishing and its
retailers may experience more volatile performance because of
inflationary pressures on the consumer. Heightened price promotions
from competitors or slower retailer re-stocking could hurt on
operating performance beyond what we already consider in our
base-case forecast and further erode margins and strain liquidity.

"Our current base case assumes the U.S economy falls into a shallow
recession in the first half of 2023 that may soften consumer demand
and hurt sales. In our updated base case, we believe Pure Fishing's
operating cash flow could be negative in 2022 and 2023 as
macroeconomic uncertainty and a potential recessionary environment
compound cash flow weakness through reduced order volumes compared
to the record 2021 year. We expect adjusted EBITDA to decline in
2022 from 2021 levels as significant de-stocking leads to lower
revenues compared to our previous base case. In 2023, we assume
EBITDA could improve modestly as retailer restocking begins and
Pure Fishing reduces its inventory from currently elevated levels.
One potential positive effect of inventories restocking at
retailers in 2023 would be an inflow of cash as Pure Fishing sells
excess inventory that may ease liquidity pressures.

"The outlook is negative because Pure Fishing is dependent on
favorable business, financial, and economic conditions to meet
financial commitments. Our updated forecast is that the company's
adjusted gross debt to EBITDA will be greater than 15x in 2022 and
likely unsustainable unless the company successfully sells its
excess inventory and there is significant improvement in retailers'
demand that translates into positive cash flow and leverage
reduction. Participation in the sport of fishing reached
unprecedented levels during the COVID-19 pandemic, as a desire for
social distancing-friendly outdoor recreation activities generated
strong results for fishing equipment manufacturers due to orders by
retailers. However, in response to a potential recessionary
environment and concerns about slower consumer purchases of fishing
equipment particularly at low price points, major outdoor retailers
began de-stocking of inventory this year with some retailers
decreasing their inventory levels by as much as 50%-60% relative to
2021, resulting in lower-than-expected sales for Pure Fishing so
far in 2022. The third quarter of 2022 was disproportionately
affected by retailer destocking, and Pure Fishing's pro forma net
revenue was down about 27% in the third quarter compared to the
same period last year. Additionally, global supply chain challenges
have resulted in long lead times and higher input costs, adding to
an already difficult inventory situation. This de-stocking pattern
may start to improve by the end of 2022 if retailers reduce shelf
inventory sufficiently to lead to restocking inventory purchases
from Pure Fishing. The outlook also reflects Pure Fishing's limited
ABL availability and thin liquidity position to support working
capital needs, which based on our forecast will cause a draw of
more than 60% on total ABL commitments by year-end 2022 and may
require additional external financing."

Pure Fishing participates in a highly fragmented and competitive
industry amid an evolving retail landscape and is subject to
potential supply chain disruptions. The company competes with other
large global fishing equipment makers, such as Daiwa, Shimano Inc.,
Rather Outdoors, and Rapala, while the majority of its market is
controlled by regional players (with a smaller product scope) and
private-label brands. S&P assumes that Pure Fishing will maintain
its market share over the next several years because of its good
brands and favorable consumer demographics, even though its market
share could shift in 2023 depending on the magnitude of its
competitors' promotional pricing actions. The company sources the
majority of its products from China and Southeast Asia, which
exposes it to the risk of supply chain disruptions.

The company's portfolio of quality brands may help it retain avid
customers over the long term even though near-term liquidity risks
prevail. Too much inventory at manufacturers and too little demand
at retailers introduced significant revenue and cash flow
volatility at Pure Fishing this year. Still, Pure Fishing offers a
full suite of fishing equipment products, including durables,
consumables, and accessories. The company's portfolio comprises
iconic fishing brands, such as Berkley, Abu Garcia, and
Shakespeare, among others. With 25 brands, Pure Fishing typically
uses store-level data, weather reports, and fishery reports to
inform its retailer assortments and optimize its shelf space. The
company's broad portfolio reach caters to consumers in multiple
demographics, experience levels, and price points. S&P said, "Pure
Fishing's current customer base skews more toward avid anglers,
which we view favorably because this should provide it with a
recurring revenue base over most economic cycles. Fishing as a
pastime has a track record of resilience in downturns, primarily
because it is a low-cost leisure activity with an enthusiastic
consumer base. Furthermore, it is our understanding that avid
anglers tend to fish more during periods of reduced employment. In
a downturn, we believe Pure Fishing's sales mix will likely shift
toward its consumables segment, which have a higher margin and is a
more recurring source of revenue."

The outlook is negative because Pure Fishing may be vulnerable to
nonpayment on debt service or a restructuring within the next 12
months and is dependent on favorable business, financial, and
economic conditions to meet financial commitments.

S&P said, "We could lower our rating on Pure Fishing by one or more
notches if we believe liquidity would continue to weaken in a
manner that causes a distressed debt exchange, restructuring, or
default in some form to become imminent.

"We could raise our rating on Pure Fishing if we became more
certain the company could substantially improve liquidity, achieve
full coverage of fixed charges, and demonstrate that it can reduce
leverage to sustainable levels."

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Pure Fishing. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of controlling owners, in line with our view of most
rated entities owned by private-equity sponsors. Our assessment
also reflects generally finite holding periods and a focus on
maximizing shareholder returns."



SPECTRUM BRANDS: Moody’s 'B1' CFR Remains Under Review for Upgrade
--------------------------------------------------------------------
Moody's Investors Service said that the ratings of Spectrum Brands,
Inc. remain under review for upgrade after ASSA ABLOY AB announced
on December 1, 2022 that it will sell its Emtek brand and Smart
Residential Business to Fortune Brands to address concerns raised
by the Department of Justice ("DOJ") as part of the lawsuit to
block Spectrum Brands' pending sale of their Hardware and Home
Improvement (HHI) business to ASSA ABLOY. The announced divestiture
increases the probability that Spectrum Brands receives regulatory
clearance to sell HHI to ASSA ABLOY and use proceeds to materially
reduce leverage. Ratings under review for upgrade include the
company's Corporate Family Rating of B1, the Probability of Default
Rating of B1-PD, the senior unsecured notes rating of B2 and the
senior secured revolving credit facility and term loan ratings of
Ba1. At the same time, Moody's downgraded Spectrum Brand's
speculative grade liquidity rating ("SGL") to SGL-2 from SGL-1.

Moody's initiated the rating review on September 9, 2021, following
Spectrum's announced plans to sell HHI for $4.3 billion in cash to
ASSA ABLOY. Spectrum remains committed to using a portion of net
proceeds, estimated at $3.5 billion, to repay existing debt with a
target gross debt-to-EBITDA leverage ratio of 2.5x (based on the
company's calculation). In conjunction with the transaction,
Spectrum is reducing its long-term net debt to adjusted EBITDA
target of 2.0-2.5x from a prior range of 3.0-4.0x (based on
company's calculations; 5.4x for fiscal year ended September 30,
2022). On February 8, 2022, Spectrums Brands, Inc. announced that
it reached an agreement to purchase Tristar Product's Kitchen
Appliance Segment (Tristar) for $325 million in cash and $125
million of potential earn-out payments. Spectrum concurrently with
the Tristar acquisition also announced that it intends to separate
its Home and Personal Care (HPC) business (including Tristar) into
a distinct company. On July 15, 2022, Spectrum Brands and ASSA
ABLOY extended their acquisition agreement to June 30, 2022, to
give regulators additional time to review the deal. On September
15, 2022, the Department of Justice sued to block the HHI on
antitrust grounds.

The review for upgrade reflects Moody's expectation that the HHI
sale and lower leverage target will lead to a material reduction in
Spectrum Brands leverage. Spectrum plans to utilize an estimated
$1.8 billion of excess cash on the balance sheet after debt
repayment to invest in organic growth opportunities and
complimentary acquisitions and distribute cash to shareholders.
Spectrum's debt-to-EBITDA leverage is currently high at 6.5x at
fiscal year ending September 30, 2022 (Moody's Adjusted and
including earnings from HHI, which Spectrum is reporting as
discontinued operations) due to incremental borrowings to fund the
acquisition of Tristar, recent weakness in demand and elevated
input costs that are depressing earnings. Moody's projects
debt-to-EBITDA leverage to fall to a 3.5x range over the next 12-18
months if the HHI sale is completed and Spectrum repays debt from
the proceeds as planned.

ASSA ABLOY's announcement on December 1, 2022, to sell its Emtek
and Smart Residential business in the U.S. and Canada is intended
to address competition concerns raised by the DOJ's September 2022
antitrust lawsuit to block the sale. Moody's believes the
divestiture increases the likelihood that the transaction will
close though closing is still subject to uncertain antitrust
clearance. Further, Moody's expects management will take steps as
needed to meet the upper range of its stated leverage targets
should earnings remain pressured by recent cost and demand
headwinds. Failure to do so could result in a confirmation of the
current rating even if the transaction closes if leverage remains
elevated considering the company's reduced scale and lower
diversification including the potential spin-off of HPC.

Should the HHI divestiture not close, high leverage could elevate
risk of a downgrade since Moody's sees a more gradual deleveraging
path without the sale even with proceeds from a $350 million
termination fee. In conjunction with the transaction, Spectrum
indicated it would reduce its long-term net debt to adjusted EBITDA
target to 2.0-2.5x and a termination of the sale creates
uncertainty regarding what the target level might be and around the
company's ability to achieve the target. Management most recently
guided to reducing net leverage below 5.0x in any scenario by the
end of fiscal 2023 but there remains substantial uncertainty around
long-term leverage levels. Moody's expects the company would be
focused on reducing its currently high debt-to-EBITDA leverage in a
no divestiture scenario, including applying, for example, the
termination fee and free cash flow to reduce debt.

In the review, Moody's is assessing 1) the company's strategic
operating focus including the trajectory of Spectrum's earnings for
the remaining business segments following the loss of scale and
diversity, 2) the company's new capital structure and free cash
flow outlook following the completion of sale and debt repayment,
as well as 3) the planned deployment of proceeds including the
business risk associated with potential future acquisitions.
Moody's will also assess the structure and financial implications
of Spectrum's planned HPC spin-off the details of which have yet to
be announced.

Moody's believes that a material reduction in indebtedness and
financial leverage will better position the company to pursue
complementary acquisitions focused on more consumable products
though in the interim creates a smaller and less diversified
company. The loss of diversity and scale, as well as lower earnings
on an unchanged dividend payout of $0.42 per share may constrict
free cash flows going forward.

The change to SGL-2 from SGL-1 reflects the adverse impact on free
cash flow from a decline in consumer demand of cyclical durable
goods, particularly kitchen appliances, declining inventory
replenishment at retailers, and elevated raw materials, labor,
freight, FX, and interest costs. Available capacity on the revolver
has declined meaningfully as has covenant cushion although Moody's
does not expect Spectrum Brands to breach its 7.0x maintenance
financial leverage covenant (temporarily increased from 6.0x until
September 29, 2023, or 10 business days after the closing of HHI
transaction or receipt of termination fee) over the next 12 to 15
months. Spectrum Brands has $740 million of debt drawn on its $1.1
billion asset backed credit facility and net financial leverage as
reported by the company was 5.4x for the fiscal year ending
September 30, 2022. Revolver borrowings and leverage are likely to
increase through the first half of 2023 before declining as
earnings reaccelerate due to a normalization of retailer
replenishments and moderation of inflationary pressure and as
Spectrum pays down debt using annual free cash flow of $140-$150
million and proceeds from either (1) completion of the HHI
divestiture ($3.5 billion after tax) or (2) termination fee if the
deal does not close ($327 million).

Downgrades:

Issuer: Spectrum Brands, Inc.

Speculative Grade Liquidity Rating, Downgraded to
SGL-2 from SGL-1

LGD Changes:

Issuer: Spectrum Brands, Inc.

Senior Unsecured Regular Bond/Debenture, Downgraded
to LGD5 from LGD4 (no change to B2 ratings)

RATINGS RATIONALE

Spectrum Brand's existing B1 CFR reflects its position as a
modestly sized and highly leveraged player in the very competitive
durable goods and packaged goods markets. Spectrum has meaningful
sensitivity to downturns in the economic cycle from exposure to
discretionary products particularly in the Home and Personal Care
segment. Financial policy is somewhat aggressive including moderate
levels of share repurchases and high financial leverage partially
due to frequent debt funded acquisitions to support Spectrum's
long-term growth strategy. However, Spectrum's solid track record
of deleveraging post M&A to a stated 3.0–4.0x net leverage target
(original target prior to the HHI announcement) partially mitigates
governance risks (based on company calculations; 5.4x as of
September 30, 2022) while facilitating inorganic growth and
providing flexibility to navigate weak economic periods. Spectrum
benefits from its good liquidity and lack of near-term debt
maturities. Further, the company's track record of product
development and diversification across affordable
consumer-orientated brands and consumables in the Global Pet Care
and Home and Garden segments provide resiliency to earnings and
cash flows during periods of economic weakness.

Spectrum's ratings are under review for upgrade capturing Moody's
expectations that the HHI sale to ASSA ABLOY for $4.3 billion will
improve margins, decrease cyclicality of the portfolio, and allow
Spectrum to reduce leverage. Moody's assumes management will take
steps as needed to meet the upper range of its stated leverage
targets should earnings remain pressured by recent cost and demand
headwinds. Further, the DOJ's antitrust lawsuit filed in
mid-September 2022 to block the sale creates uncertainty that the
transaction that was originally announced in September 2021 will
occur though ASSA ABLOY's December 2022 announced divestitures are
intended to address the DOJ's antitrust concerns. In a scenario
where the HHI sale does not close, the company's high leverage
could elevate risk of a downgrade since Moody's sees a more gradual
deleveraging path without the sale even with proceeds from a $350
million termination fee. In conjunction with the transaction,
Spectrum indicated it would reduce its long-term net debt to
adjusted EBITDA target to 2.0-2.5x and a termination of the sale
creates uncertainty regarding what the target level might be and
around the company's ability to achieve the target.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE FACTORS

Spectrum Brands, Inc.'s ESG Credit Impact Score is moderately
negative (CIS-3) with ESG factors having a limited negative impact
on the current rating, with greater potential for future negative
impact. As with most consumer durables companies, the company's
exposure to environmental risks is considered moderately negative.
Spectrum's exposure to social risks positions it weakly with highly
negative exposure to responsible production sourcing. The company's
moderate governance practices in the context of the company's
business profile positions it below average and the exposure
carries overall moderately negative credit risks.

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

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc. is a
global consumer product company with a diverse portfolio including
small appliances, lawn and garden, electric shaving and grooming,
pet supplies, household insect control and cleaning, and
residential locksets. The company is publicly traded with annual
revenue of approximately $3.1 billion ($4.78 billion incl. sales
from HHI, reported as discontinued operations).


ST MICHAEL'S COLLEGE: Moody's Cuts Issuer Rating to Ba1
-------------------------------------------------------
Moody's Investors Service has downgraded Saint Michael's College's
(VT) (SMC) issuer and revenue bond ratings to Ba1 from Baa3. The
bonds were issued through Vermont Educational and Health Buildings
Financing Agency. The college had $43 million on outstanding debt
as of fiscal end 2022. The outlook was revised to negative from
stable.

RATINGS RATIONALE

The downgrade of SMC's issuer rating to Ba1 from Baa3 is driven by
escalating student market difficulties which will lead to larger
for longer than previously expected operating deficits, reducing
liquidity. The college failed to meet its entering class target for
fall 2022, which, along with a rising overall tuition discount
rate, will lead to continued budgetary stress for the foreseeable
future. The college is highly reliant on student charges in a very
competitive northeast market and identified recruitment strategies
are yet to be proven. Social risks are a key driver of this rating
action. These include demographic and societal trends which have
reduced demand for the college's liberal arts offerings, as well as
human capital risks, with management indicating limited ability to
reduce expenses further without further impairing its competitive
position.

The Ba1 rating remains supported by sound financial reserves that
provide some runway to work through financial challenges and pursue
strategic objectives. Fiscal 2022 cash and investments of $112
million covered expenses and debt by 1.7x and 2.6x, respectively.
While debt affordability will weaken with softer operations, debt
levels are moderate, with debt to revenue of 0.67x. Historically,
management has taken actions to adjust budgets to revenue declines,
establishing some management credibility, although at this point
detailed forward financial forecasts are not available. Offsetting
considerations include the college's relatively small scale,
weakening brand and strategic position, as well as an extended
period of comparatively low capital investment and a rising age of
plant.

The downgrade to Ba1 from Baa3 on outstanding revenue bonds
incorporates the general obligation characteristics of the bonds.

RATING OUTLOOK

The negative outlook highlights prospects for further credit
deterioration if the college is not successful in planned
strategies to stabilize enrollment and grow student related
revenue.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

-- Notable strengthening of brand and strategic positioning,
    reflecting stronger student generated and donor revenue and
    successful execution of strategic initiatives

-- Sustained improvement in operating performance and material
    growth in financial reserves, including unrestricted liquidity

-- Diversification of revenue sources, particularly through
    increased gift revenue

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

-- Failure to make measurable progress towards strengthening
    student demand with a reduced discount rate

-- Inability to make reduce operating deficits beginning in
    fiscal 2024, with a credible path to financial
    sustainability

-- Deterioration of cash and investments relative to debt
    and operations, as this is the primary factor
    supporting an investment grade rating

-- Material issuance of long-term debt given relatively
    small scope of operations

LEGAL SECURITY

The rated Series 2012 and 2015 revenue bonds are an unsecured
general obligation of the college. There are no debt service
reserve funds.

PROFILE

Saint Michael's College is a small private coeducational Catholic
institution located in Colchester, Vermont, and founded in 1904 by
the Society of Saint Edmund, a Roman Catholic order of priests and
brothers. In fiscal 2022, the college recorded operating revenues
of $65 million and enrolled 1,310 FTE students for fall 2022.

METHODOLOGY

The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.


SUMMIT MATERIALS: Moody's Rates New Senior Secured Loans 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Summit
Materials, LLC.'s proposed senior secured credit facility. Moody's
expects the terms and conditions of the proposed senior secured
facility to be similar to the existing facility rated Ba1, and for
which the ratings will be withdrawn post close. Summit Materials'
Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating,
and the Ba3 ratings on the company's senior unsecured notes are not
impacted by the proposed transaction. The outlook remains stable.

The Ba1 ratings assigned to the $510 million senior secured term
loan B facility maturing in December 2027 and to the $500 million
senior secured cash flow revolver facility expiring in December
2027 are one notch above the CFR, reflecting their senior position
in the capital structure.

"Moody's view the proposed transaction as credit positive since it
is leverage neutral, extends maturities and enhances the company's
liquidity by increasing the borrowing capacity under the revolving
credit facility by $150 million." said Emile El Nems, a Moody's
VP-Senior Credit Officer.

Assignments:

Issuer: Summit Materials, LLC

Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD2)

Senior Secured Term Loan B, Assigned Ba1 (LGD2)

RATINGS RATIONALE

Summit Materials' Ba2 corporate family rating reflects the
company's strong market position as a leading regional producer of
construction materials in Texas, Utah, Kansas, and Missouri and its
vertically integrated asset base. In addition, the Ba2 rating is
supported by the company's EBITDA margins, very good liquidity,
improving credit metrics and commitment to modest leverage. At the
same time, Moody's rating takes into consideration the company's
vulnerability to cyclical end markets and the competitive nature of
its cement and ready-mix concrete businesses.

The stable outlook reflects Moody's expectation that Summit
Materials will steadily grow its revenue organically, maintain a
good operating performance, generate solid free cash flow, and
remain committed to modest leverage.

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

The ratings could be upgraded if: Debt-to-EBITDA is below 3.0x;
adjusted retained cash flow to net debt is above 25%; the company
maintains very good liquidity.

The ratings could be downgraded if: Debt-to-EBITDA is above 4.0x;
adjusted retained cash flow to net debt is approaching 15%; the
company's operating performance and liquidity deteriorates.

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

Summit Materials, LLC is a construction materials company with
significant operations in Texas, Utah, Kansas, Missouri and
Virginia. Summit Materials is a publicly traded company on the New
York Stock Exchange under the ticker symbol [SUM].  


TACORA RESOURCES: S&P Lowers ICR to 'CCC+' on Liquidity Concerns
----------------------------------------------------------------
S&P Global Ratings has lowered its ratings on Canada-based iron ore
producer Tacora Resources Inc., including its issuer credit rating
on the company, to 'CCC+' from 'B-'. S&P has also placed the
ratings on CreditWatch with negative implications due to the
uncertainty associated with Tacora's potential new financing.

S&P plans to resolve the CreditWatch within the next couple of
weeks following visibility on the status of the company's proposed
financing and the release of Tacora's third-quarter 2022 financial
results.

Tacora announced it has delayed its third-quarter 2022 earnings
release as it works toward completing a new proposed financing
(details are pending).

The CreditWatch placement follows Tacora's delayed release of
third-quarter 2022 earnings because it is obtaining new financing.
The company noted that the delay will provide the necessary time to
negotiate and announce new funding sources, currently in progress.
S&P Global Ratings understands Tacora is close to announcing a
funding transaction to bolster the company's cash position, but
details have not been provided. S&P believes the need to delay the
release of Tacora's third-quarter 2022 results could indicate the
company's heightened near-term requirement for a cash infusion,
particularly given weaker-than-expected market conditions for much
of this year. Based on the currently challenging funding
environment (and the elevated yield on Tacora's secured notes),
there is no assurance that a funding transaction will be completed
or be sufficient to allay future liquidity concerns. In this
scenario, the company could face further ratings downside and a
potential liquidity crisis near term, and this accounts for its
CreditWatch placement on the company.

S&P said, "The downgrade reflects our view that Tacora is
vulnerable. We now believe Tacora is vulnerable and dependent on a
new source of liquidity. In addition, even with incremental funding
in the near term, we believe the company's capital structure is
potentially unsustainable in the absence of meaningful improvement
in its operating results in 2023. This situation mainly reflects
Tacora's limited cushion to absorb future cash flow deficits amid
elevated growth expenditures for the company's Scully mine
expansion, and S&P Global Ratings' assumption for lower average
iron ore prices through next year. The company has faced operating
disruptions in 2022, which we believe could temper our estimates
for its prospective output and unit costs. Iron ore prices have
also steadily declined for much of this year during a period of
significant inflationary pressures, and this remains a key risk. In
our view, Tacora is highly dependent on generating higher
production from its Scully expansion to reduce its operating costs,
and on iron ore prices being sustained above our current
assumptions. We await more details from the company regarding its
outlook for production, capital expenditures, and unit costs, as
well as the amount and type of financing (if obtained).

"We plan to resolve the CreditWatch status once we have more
details regarding Tacora's planned financing and outlook for the
company's business following the reporting of its third-quarter
2022 results. In the event that new financing is received, and we
do not envision a default within 12 months, we would expect to
affirm the ratings. Alternatively, if the company does not provide
details regarding a near-term financing transaction, we would
expect to lower our ratings on the company."



TATOOSH DISTILLERY: Unsecureds to Get 100% Under Plan
-----------------------------------------------------
Tatoosh Distillery, LLC, submitted an Amended Plan of
Reorganization, dated November 23, 2022.

This Plan describes the proposed distributions to be made under
this Plan following a liquidation of all remining assets of Tatoosh
Distillery, LLC. The distributions under this Plan are expected to
be made within 30 days of the sale closing, with Larry B. Feinstein
of Vortman & Feinstein acting as the disbursing agent. Through the
Plan, the Debtor is subordinating the insider claims to Steve
Perry's priority wage claims and non-insider general unsecured
claims, allowing them to be paid 100%, before providing for
treatment of the other insider claims.

A sale of assets pursuant to this Plan of Reorganization will
result in a dividend of 100% to priority and general unsecured
claims, and approximately 17.50% to insider claims (except for
priority wage claimants, who will receive 100%), as opposed to
liquidation through a Ch. 7 that would result in only 12.31% to
insider claims. Insiders will receive more under a Chapter 11
liquidation than they will under a Chapter 7 liquidation. The Plan
also satisfies the disposable income test, as there is no revenue
being generated from continuing operations but the Plan provides
creditors with the maximum recovery available from the sale of its
remaining assets. The Plan is fair and equitable with respect to
each class of claims and interests.

This Plan of Reorganization under chapter 11 of the Bankruptcy Code
proposes to pay creditors of Tatoosh Distillery, LLC from the sale
of all remaining physical and intangible assets of the company.

Non-priority non-insider unsecured creditors holding allowed claims
will receive distributions, which the proponent of this Plan has
valued at approximately 100 cents on the dollar. Creditors who are
insiders will receive approximately 17.50 cents on the dollar
(except for priority wage claimants, who will receive 100%). This
Plan provides for the payment of administrative and priority
claims, with the subordination of the insider claims to those
claims held by non-insider general unsecured creditors.

Under the Plan, Class 2 General Unsecured Claims total $141.63.
Each holder of a Class 2 General Unsecured Claim will receive a
dividend of the net proceeds following payment of the
administrative, priority tax, and Class 1, up to the full amount of
their claim. The proceeds will be paid to non-insiders within 30
days of the completion of the sale. The sale of substantially all
assets under this Plan is contemplated to be completed within 90
days of the effective date of the Plan, no later than March 30,
2023, unless extended by the mutual agreement of the buyer and
Debtor. No interest shall attach to these claims. Creditors will
recover 100% of their claims. Class 2 is impaired.

The Debtor intends to sell all tangible and intangible property of
the estate, including but not limited to the following:

   (a) The complete formulas, recipes, know-how, and instructions
to produce and sell all of the Products, including any proposed or
created but not yet implemented changes to any of the formulas;

   (b) Trade name, trademarks, service marks, including but not
limited to U.S. Registered No. 4289334 for TATOOSH DISTILLERY,
design blueprints and layout, and other tangible and intangibles,
technical know-how, and intellectual property related to the
Business, including without limitation, manufacturing (including
label, bottling components, suppliers, glass, etc.), production and
distribution know-how, phone numbers and contact info, database,
correspondences, documentation, records, and all relevant Business
history, including without limitation history of production,
customers, supplies, manufacturers, and distributors;

   (c) All other intangibles owned by Company or Owner related to
the Business including good will, websites, domain names, photos,
and labels;

   (d) State and Federal process and licensing approvals; and

   (e) All relevant costs and budgetary spreadsheets.

To that end, prior to the petition date, the Debtor entered into an
Asset Purchase Agreement between itself and 9700 B4 Holdings, LLC,
a Delaware limited liability company, to purchase the above assets.
The Debtor will seek to transfer its assets free and clear of all
liens, interests, and encumbrances. To that end, the Debtor has
filed a Motion under Section 363 of the Bankruptcy Code to do just
that. Creditors, equity interest holders, and all other parties in
interest received notice and an opportunity to be heard. 9700 B4
Holdings, LLC is a good faith purchaser and not a successor or
alter ego to the Debtor. Accordingly, the APA will be assumed
pursuant to Section 6.01, above. In exchange, the estate will
receive $85,000.00, to be distributed as specified in the confirmed
Plan of Reorganization. After engaging in marketing efforts for
approximately two years prior to the bankruptcy filing, this was
the highest and best offer received. Upon closing pursuant to that
Order authorizing the sale, all assets of the Debtor will be
transferred to the Buyer free and clear of all claims, interests,
and encumbrances.

Attorney for the Plan Proponent:

     Kathryn P. Scordato, Esq.
     2033 6th Ave., Suite 251
     Seattle, WA 98121
     Tel: (206) 223-9595
     Fax: (206) 386-5355
     E-mail: kpscordato@gmail.com

A copy of the Disclosure Statement dated Nov. 23, 2022, is
available at https://bit.ly/3VupXYN from PacerMonitor.com.

                     About Tatoosh Distillery

Tatoosh Distillery, LLC filed a voluntary petition for relief under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash.
Case No. 22-11693) on Oct. 19, 2022, with as much as $1 million in
both assets and liabilities. Virginia Andrews Burdette has been
appointed as Subchapter V trustee.

Judge Marc Barreca oversees the case.

Kathryn P. Scordato, Esq., at Vortman & Feinstein serves as the
Debtor's legal counsel.


THINK & LEARN: DoubleLine ISF Values $1.7M Loan at 73% of Face
--------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,781,050 loan
extended to Think & Learn Private Limited, to market at $1,305,251,
or 73% of the outstanding amount, as of September 30, 2022,
according to a disclosure contained in DoubleLine ISF's Form N-CSR
for the fiscal year ended September 30, filed with the Securities
and Exchange Commission on December 2.

DoubleLine ISF extended a Senior Secured First Lien Term Loan (3
Month LIBOR USD + 6.00%, 0.75% Floor) to Think & Learn Private
Limited.  The loan currently has an interest rate of 7.51% and is
scheduled to mature on November 24, 2026.

DoubleLine Income Solutions Fund (NYSE: DSL) was formed as a
closed-end management investment company registered under the
Investment Company Act of 1940, as amended, and originally
classified as a non-diversified fund. The Fund is currently
operating as a diversified fund.

Think & Learn Private Limited, doing business as Byju's, provides
online educational services.



THREE STAR: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Greenville Division, authorized Three Star Trucking, LLC,
to use cash collateral on a final basis in accordance with the
budget, with a 10% variance.

The Court said an amount may be added to the budget to pay Mr.
Charles Stokes, the Debtor's manager, two weeks of pay, once an
application has been filed to employ Mr. Stokes, and assuming the
Bankruptcy Administrator agrees to the amount proposed to be paid
to Mr. Stokes. Once Mr. Stokes' compensation has been approved,
that amount may also be paid from cash collateral.

The Secured Creditors' liens on the collateral securing the
indebtedness owed to Secured Creditors will extend to the Debtor's
post-petition assets. The post-petition liens and security
interests provided for will survive the term of the Order to the
extent that the pre-petition liens were valid, perfected,
enforceable, and non-avoidable as of the Petition Date.

The Debtor is directed to remain current in the payment of all
post-petition tax liabilities, including but not limited to sales
and use taxes, payroll taxes, and income taxes, if any.

A copy of the order is available at https://bit.ly/3Y6T8D4 from
PacerMonitor.com.

           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) 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.

Judge Joseph N. Callaway oversees the case.

George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, is the Debtor's legal counsel.





TOPGOLF CALLAWAY: Moody's Alters Outlook on 'B1' CFR to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Topgolf Callaway Brands Corp.'s
Corporate Family Rating at B1 and Probability of Default Rating at
B1-PD. Moody's also affirmed the senior secured bank credit
facility ratings at B1. The company's Speculative Grade Liquidity
is unchanged at SGL-2. Moody's also changed the outlook to stable
from negative.

The affirmation of Topgolf Callaway's CFR at B1 reflects the
product diversification within its three golf-related business
segments, which consist of golf equipment, golf-themed restaurants
and entertainment, and apparel. Topgolf Callaway's debt structure
is separate from that of its wholly owned subsidiary Topgolf
International, Inc. (TGI) and there are credit benefits and risks
from the TGI ownership. The company's continued improving operating
performance in the golf equipment business has enabled it to
aggressively expand its Topgolf entertainment business to boost
growth while keeping financial leverage from increasing.  However,
the rapid expansion of Topgolf entertainment venues brings with it
the potential for high future business execution risk given the
Topgolf business is capital intensive, cyclical, and discretionary.
There also remains some risk that spending on golf equipment and
entertainment may recede over the next year as inflationary
pressure continues to challenge consumers and demand for golf
equipment moderates from high levels reached during the pandemic.
Moody's expects Topgolf Callaway's revenue to decline by 0%-2% over
the next 12-18 months as demand for golfing equipment and apparel
contracts and is mostly offset by growth in the Topgolf restaurant
and entertainment segment as the company continues to add more
locations at a cadence of about 10 venues per year.

Moody's believes there is event risk related to combining the debt
structures of Topgolf Callaway and TGI. Debt to EBITDA on this
consolidated basis (Moody's adjusted and inclusive of Topgolf
International Inc. operations and debt) is much higher at 5.4x as
of September 2022 than for Topgolf Callaway on a stand alone basis.
Moody's projects leverage on a consolidated basis to remain between
5.0x and 5.5x over the next 12-to-18 months. The company has the
ability to postpone discretionary spending and preserve cash by
limiting expansion of Topgolf venues should the recession be longer
and deeper than expected.  

The change in ratings outlook to stable from negative reflects
Topgolf Callaway's improvement in revenue and earnings in both the
equipment and apparel businesses.  Additionally the outlook
reflects improvement in TGI's entertainment business as evidenced
by recent double digit organic sales growth across existing venues.
Moody's expects this positive momentum in TGI will lead to less
cash investment needs from Topgolf Callaway to support TGI's
expansion.  TGI is closer to being self-funding without having to
rely on cash from Topgolf Callaway and Moody's expects the TGI
business will be free cash flow break-even in 2024.  Moody's also
expects that the company will be able to navigate through the
expected weaker inflationary environment while maintaining a
combined financial leverage at a level below 5.5x (5.4x as of last
twelve months ending September 30, 2022). The stable outlook also
acknowledges that the company will be prudent with share
repurchases and investment in new venues to preserve cash should
the downturn impact its business more severely.

Moody's took no action on the ratings of Topgolf Callaway's wholly
owned subsidiary TGI including TGI's B3 Corporate Family Rating and
stable rating outlook. TGI remains highly leveraged, with negative
free cash flow due to the aggressive expansion strategy, and is
vulnerable to weaker demand due to the U.S. economic slowdown.
TGI's liquidity will also be pressured if it does not proactively
address the February 2024 expiration of its revolver.

The following ratings/assessments are affected by the action:

Ratings Affirmed:

Issuer: Topgolf Callaway Brands Corp.

-- Corporate Family Rating, Affirmed B1

-- Probability of Default Rating, Affirmed B1-PD

-- Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
    from (LGD4)

Outlook Actions:

Issuer: Topgolf Callaway Brands Corp.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Topgolf Callaway's credit profile reflects its high consolidated
financial leverage and participation in the broad golf-related
equipment and apparel categories that are highly discretionary. The
company also has an equity interest in TGI's business that provides
growth potential in the entertainment business. The entertainment
business is, however, constrained by high execution risk and high
capital needs for its expansion plans for Topgolf, a business that
is capital intensive and vulnerable to competition from other
entertainment options and pullbacks in discretionary consumer
spending. TGI requires significant investment that could consume
cash generated by Topgolf Callaway's traditional golf equipment
business. Additionally there is event risk if the capital
structures of TGI and Topgolf Callaway are combined, which would
lead to higher leverage relative to stand alone Topgolf Callaway.
Callaway's credit profile is supported by its strong market
position and good geographic and segment diversification within the
golf-related category. The credit profile also reflects Topgolf
Callaway's good liquidity, large scale, and meaningful improvement
in the golf equipment business over the last two years driven by
increased participation in golfing. Moody's maintains separate CFRs
for Topgolf Callaway Brands Corp. and TGI. Topgolf Callaway Brands
Corp. does not guarantee TGI's debt and Topgolf Callaway Brands
Corp. debt is not guaranteed by TGI and its subsidiaries. Topgolf
Callaway Brands Corp. debt holders have an equity interest in TGI
that comes behind the TGI debt with respect to TGI's assets and
cash flow. Moody's estimates Topgolf Callaway Brands Corp.
debt-to-EBITDA leverage is approximately 3.3x for the 12 months
ended September excluding the TGI debt and Topgolf entertainment
business earnings. The leverage on this basis is moderate for the
existing rating, but the B1 CFR also factors in the business risk
and capital needs of the Topgolf entertainment business, which
continues to run at a free cash flow deficit to support the
expansion of new venues.  The B1 CFR also takes into account the
event risk that the capital structure of the two companies will be
combined as was the intent in early 2022 when the company came to
market with such a structure but did not close the new transaction
due to volatile market conditions.

Topgolf Callaway Brands Corp.'s ESG Credit Impact Score is
moderately negative (CIS-3) with ESG factors having a limited
impact on the current rating, with greater potential for future
negative impact. Driving this score is the company's moderate
governance practices in the context of the company's business
profile, which practices positions it below average and the
exposure carries overall moderately negative credit risks.
Governance risk is driven primarily by its financial strategy and
risk management policies as seen with high financial leverage from
debt financed acquisitions.  As with most consumer durables
companies, the company's exposure to environmental risks are
considered moderately negative. Topgolf Callaway's exposure to
social risks is also moderately negative with some exposure to
customer relations, health and safety, human capital and
responsible production.

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

Ratings could be downgraded if operating performance weakens,
liquidity deteriorates, or ongoing investments in Topgolf detracts
from the company's ability to reduce financial leverage from
current high levels. Leverage for TopGolf Callaway on a stand alone
basis (excluding TGI's debt and operations) maintained above 5.5x
debt to EBITDA could result in a downgrade.

Ratings could be upgraded if operating performance is stable or
improves across the company's golf and apparel businesses, and
returns on the Topgolf investments are good. An upgrade would also
require the company to maintain good liquidity, generate
comfortably positive free cash flow before growth related
investments and to improve EBITDA such that debt-to-EBITDA is
sustained below 4.0x for TopGolf Callaway on a stand alone basis
(excluding TGI's debt and operations). Given the event risk related
to the company's intent to combine the debt structures, the
consolidated company would also need to maintain debt-to-EBITDA
below 4.0x (including TGI's debt and operations) and generate
positive free cash flow to be considered for an upgrade.

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

Topgolf Callaway Brands Corp., (formally known as Callaway Golf
Company) is headquartered in Carlsbad, CA, and manufactures and
sells golf clubs, golf balls, and golf and lifestyle apparel and
accessories. The company's portfolio of global brands includes
Callaway Golf, Odyssey, OGIO, TravisMathew and Jack Wolfskin.
Topgolf Callaway also wholly owns Topgolf International Inc. (TGI)
which owns and operates 74 golfing centers in the US and 3 centers
in the U.K. and has 4 franchised locations. TGI maintains a
separate debt structure following the March 2021 acquisition of the
remaining interest by Topgolf Callaway. Topgolf Callaway is a
publicly-traded company, with consolidated revenue of $3.9 billion
for the last twelve-month period ended September 30, 2022 including
TGI.


TRIUMPH GROUP: Board Declares Pro-Rata Distribution of Warrants
---------------------------------------------------------------
Triumph Group, Inc. said its Board of Directors has declared a
distribution of warrants to holders of the Company's common stock.
Holders may exercise their warrants for shares of common stock with
cash or the Company's bonds at face value, as will be specified
under the terms in the warrant agreement.

"TRIUMPH continues to optimize its capital structure and enhance
stockholder value," said Dan Crowley, TRIUMPH's chairman, president
and chief executive officer.  "Through this pro-rata warrant
distribution, TRIUMPH is offering stockholders the opportunity to
increase their investment in the Company by exercising with cash or
our bonds, or to sell their warrants to other investors.  This
distribution underscores the momentum we see in our end markets and
the confidence we have in our ability to deliver long-term
profitable growth."

Details of Warrant Distribution

The warrants will be distributed in proportion to shareholdings
with holders of TRIUMPH common stock receiving three warrants for
every ten shares of common stock held as of the record date
(rounded down to the nearest whole number for any fractional
warrant).  Each warrant will entitle the holder to purchase common
stock at an exercise price of $12.35 per share.  The warrants will
expire one year from distribution, or five business days after "the
price condition date" which is the date on which the daily volume
weighted average price of TRIUMPH common stock equals or exceeds
the exercise price for 20 trading days in any 30 trading day
period, or upon termination at any time with 20 business days'
prior public notice.  

Holders who submit their warrants for exercise prior to the price
condition date or a redemption notice date, as applicable, will
have an "over exercise option" whereby they can increase the number
of shares purchased under the warrant by 15%, by purchasing an
additional 0.15 of a share of common stock by paying an additional
15% of the exercise price for each warrant they exercise.  Also,
holders of warrants that are exercised after the price condition
date or redemption notice date, as applicable, have the option to
subscribe for any or all of the shares issuable to any unexercised
warrants on a pro-rata basis.  The exercise price for the over
subscription option must be paid in cash.  On a fully exercised
basis (including full over exercise), the value of the warrants
would increase equity by approximately $270 million, net of
transaction expenses.

TRIUMPH will distribute the warrants on or about Dec. 19, 2022, to
stockholders of record as of Dec. 12, 2022.   The warrants are
expected to trade on the OTC market.  There will be certain
limitations on holders who beneficially own or, upon exercise of
the warrants, would own, 4.9% or more of the common stock.

B. Dyson Capital Advisors, Lazard and Goldman Sachs are serving as
financial advisors.  Skadden, Arps, Slate, Meagher & Flom LLP is
serving as legal advisor.  

                            About Triumph

Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures.  The company serves the global
aviation industry, including original equipment manufacturers and
the full spectrum of military and commercial aircraft operators.

Triumph Group reported a net loss of $42.76 million for the year
ended March 31, 2022, compared to a net loss of $450.91 million for
the year ended March 31, 2021.  As of June 30, 2022, the Company
had $1.66 billion in total assets, $543.53 million in total current
liabilities, $1.59 billion in long-term debt (less current
portion), $287.62 million in accrued pension and other
postretirement benefits, $7.26 million in deferred income taxes,
$47.27 million in other noncurrent liabilities, and a total
stockholders' deficit of $805.29 million.

                           *    *     *

As reported by the TCR on Aug. 18, 2021, Moody's Investors Service
upgraded its ratings for Triumph Group, Inc., including the
company's corporate family rating to Caa2 from Caa3 and Probability
of Default Rating to Caa2-PD from Caa3-PD.  The upgrades reflect
Moody's expectations for stronger operating performance that will
result in a gradual improvement in credit metrics through 2023.

In June 2020, S&P Global Ratings lowered its issuer credit rating
on Triumph Group Inc. to 'CCC+' from 'B-'.


TRU GRIT FITNESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tru Grit Fitness LLC
        5965 Harrison Drive, Suite 1
        Las Vegas, NV 89120

Business Description: The Debtor offers fitness equipment.

Chapter 11 Petition Date: December 7, 2022

Court: United States Bankruptcy Court
       District of Nevada

Case No.: 22-14320

Judge: Hon. August B. Landis

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  SCHWARTZ LAW, PLLC
                  601 East Bridger Avenue
                  Las Vegas, NV 89101
                  Tel: 702-385-5544
                  Email: saschwartz@nvfirm.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Brandon Hearn as chief executive
officer.

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

https://www.pacermonitor.com/view/RVQA4PA/TRU_GRIT_FITNESS_LLC__nvbke-22-14320__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
1. AMEX Correspondence/            Business Credit        $143,397
Bankruptcy                             Card
PO Box 981540
El Paso, TX 79998

2. Birch Forte Group, LLC                                  $33,293
PO Box 2381
Carlsbad, CA 92018

3. C&W Inc.                                                $45,354

4. Daylight Transport                                      $82,403
5660 Katella Ave, Ste 250
Cypress, CA 90630

5. EFP Capital                      Finish Goods       $63,040,320
Solutions, LLC                      and interest
350 Highway 7,
Suite 238
Excelsior, MN 55331

6. FedEx                             Freight Out        $1,710,702
    
3875 Airways,                     Shipping Charges
Module H3
Department 4634
Memphis, TN 38116

7. G-Fulfillment                       Vendor             $630,638
530 South 8th Street
Las Vegas, NV 89101

8. Netsuite                            Vendor              $26,903
2300 Oracle Way
Austin, TX 78741

9. Powerplay                           Vendor              $16,322
1300 Mendota
Heights Rd
Mendota Heights,
MN 55120

10. R&T Solutions, LLC                                     $75,420
4730 S Fort Apache
Rd, Ste 300
Las Vegas, NV 89147

11. Rizhao Bullking                                        $16,693
Sports Technology Co

12. Scan Global Logistics              Vendor             $195,660
PO Box 69207
Seattle, WA 98168

13. Shandong Yijian                    Vendor              $11,577
Fitness Equipment Co.
Zhangguan Town,
Ningjin County
Dezhou City
Shandong Province, China

14. Shopify Capital                                       $273,444
103 Foulk Rd #218f
Wilmington, DE 19803

15. STAT Recovery Services                                $118,173
809 SW I St Ste 5
Bentonville, AR 72712

16. SurfaceCo                                              $43,045
1350 Venture Drive
Janesville, WI 53546

17. Tbrothers                           Vendor             $12,550
PO Box 89405
Sioux Falls, SD 57109

18. United Parcel                                         $494,908
Service, Inc
55 Glenlake Pkwy NE
Atlanta, GA 30328

19. US Trade Logistics                                    $354,811
1595 Selby Ave Ste 103
Saint Paul, MN 55105

20. Worldwide Express                                      $32,593
2828 Routh St, Ste 400
Dallas, TX 75201



UNITED WHOLESALE: Moody's Affirms Ba3 CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed United Wholesale Mortgage,
LLC's Ba3 corporate family rating and Ba3 long-term unsecured debt
rating. The outlook remains stable.

Affirmations:

Issuer: United Wholesale Mortgage, LLC

Corporate Family Rating, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Issuer: United Wholesale Mortgage, LLC

Outlook, Remains Stable

RATINGS RATIONALE

The ratings affirmation reflects United Wholesale's strong
franchise in the US mortgage market as the largest overall
residential mortgage originator in Q3 2022, and the largest
wholesale broker originator for the last seven years. The company
has a track record of very strong profitability even during the
previous residential mortgage cycle-low in 2018 when the company's
net income was a solid 3.4% of average asssets. The company's
capitalization is strong as indicated by its tangible common equity
(TCE) to adjusted tangible assets (TMA, which excludes the Ginnie
Mae loans eligible from repurchase from the capital ratio) of 29%
as of September 30, 2022.

Moody's expects profitability over the next several quarters to be
relatively modest, including the possibility of recording a modest
loss, as the company executes its "Game On" pricing initiative to
capture market share and promote and grow the broker origination
channel. The company was successful in growing its market share
with the company surpassing Rocket Mortgage, LLC and Wells Fargo to
become the largest US residential mortgage originator in the third
quarter of 2022. However, time will tell as to how sticky the gain
in market share is. Nonetheless, Moody's expects United Wholesale
to achieve strong earnings over time, supported by its strong
market share. Furthermore, United Wholesale's strong capitalization
levels allow the company to continue to invest in further
strengthening its franchise.

Over the last several years, United Wholesale's funding structure
has strengthened driven in large part with its issuance of $2
billion of unsecured debt which matures between November 2025 and
April 2029. The unsecured bonds have increased the company's
liquidity allowing the company to mostly retain its Mortgage
Servicing Rights (MSR) on balance sheet. By leaving secured MSR
funding capacity, the company can access additional liquidity, a
benefit particularly during times of stress.

In the third quarter, the company obtained a $1.5 billion MSR
secured borrowing facility. The MSR Facility has an initial
maturity date of September 26, 2023. No amounts were outstanding
under the MSR Facility as of September 30, 2022. Subsequent to
September 30, 2022, the company drew $500.0 million from the MSR
Facility. While the facility provides the company with additional
liquidity, it also subordinates the unsecured bond holders to the
MSR lenders, potentially increasing the loss severity of the
unsecured bond holders in the event of a default. In the event of
an increase in the expected usage of the MSR facility, such that
aggregate oustanding secured corporate debt (e.g., the MSR
facility) to total corporate debt (e.g., the MSR facility and the
unsecured bonds) is expected to remain above 25%, the unsecured
bonds could be downgraded.

Like most non-bank mortgage companies, the company primarily relies
on short-term (mostly one-year maturities) repurchase facilities to
finance new originations.

UWM Holdings Corp. (NYSE: UWMC), the parent of United Wholesale, is
a publicly traded company. Moody's considers the public listing as
credit positive for United Wholesale because of the additional
disclosure and market discipline associated with being a public
company. However, the benefits are somewhat offset by the pressure
on management from the quarterly earnings and market share growth
expectations of public investors. In addition, Moody's believes
that some key-person governance risks remain with respect to Mat
Ishbia, the company's chairman, who continues with his family to
control the company as its principal stockholders, holding around
80% of all voting rights, and the fact that only three of the nine
board members are independent.

The Ba3 senior unsecured bond rating is equal to United Wholesale's
CFR, reflecting the company's modest amount of secured corporate
debt, which is effectively senior to the company's unsecured debt.
The company's MSR facility has a first lien on the company's Fannie
Mae and Freddie Mac MSRs and is therefore senior in payment
priority to the company's rated senior unsecured notes.

The stable outlook reflects Moody's expectation that while United
Wholesale profitability will likely be below its historical levels
over the next 12-18 months, the company will maintain its strong
financial profile.

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

The ratings could be upgraded if United Wholesale is able to
demonstrate: 1) continued expected long-term strong profitability
such as through-the-economic cycle, average net income to assets
(excluding MSR fair value marks) in excess of 4.0%, 2) a strong
capital position with its ratio of tangible common equity (TCE) to
tangible managed assets (TMA) remaining above 20%, 3) solid
liquidity and financial flexibility, 4) a stronger warehouse
facility funding profile with a higher percentage of committed
warehouse lines; in addition, having 35% or more of its warehouse
lines being two year or longer facilities would be a credit
positive, and 5) disciplined growth coupled with continuing to
avoid significant operational or regulatory issues.

The ratings could be downgraded if United Wholesale's financial
profile or franchise position weaken. Downward ratings pressure may
develop if the company's: 1) origination market share drops
materially, 2) profitability weakens whereby Moody's expects its
net income to average assets to remain below 3.0% for an extended
period of time, 3) TCE to TMA ratio declines to and is expected to
remain below 17.5% for an extended period, 4) a weakening of its
funding or liquidity profile, or 5) the percentage of
non-government sponsored entity and non-government loan origination
volumes grow to more than 7.5% of its total originations without a
commensurate increase in alternative liquidity sources and capital
to address the riskier liquidity and asset quality profile that
such an increase would entail.

In addition, United Wholesale's unsecured bond rating could be
downgraded if the portion of secured debt to total corporate debt
increases and remains above 25%; under this scenario, Moody's
expect the loss on senior unsecured obligations in the event of
default would be materially higher.

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


VC GB HOLDINGS I: Moody's Alters Outlook on 'B2' CFR to Negative
----------------------------------------------------------------
Moody's Investors Services changed the outlook for VC GB Holdings I
Corp.'s ("Visual Comfort & Co.", "VCC") to negative from stable.
Moody's also affirmed the company's B2 corporate family rating,
B2-PD Probability of Default Rating, B1 rating on its senior
secured first lien term loan due 2028, and Caa1 rating on its
senior secured second lien term loan due 2029.

The negative outlook reflects the weakening in VCC's residential
and commercial end markets, which is expected to impact demand for
the company's lighting products in the next 12 to 18 months. This
is anticipated to slow the trajectory of deleveraging, while
interest coverage will moderate due to the rising interest rate
environment given that the company's capital structure is composed
of all variable interest rate debt. However, the interest rate
hedges VCC put in place will limit the magnitude of its interest
burden increase. Weaker demand conditions will also challenge the
potential for operating margin improvements.

The corporate family rating affirmation reflects VCC's consistent
positive free cash flow generation and a good overall liquidity
profile, revenue scale of $1.0 billion and good market position,
its track record of voluntary debt repayments, and solid operating
margins.

The following rating actions were taken:

Affirmations:

Issuer: VC GB Holdings I Corp.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured 1st Lien Term Loan, Affirmed B1 (LGD3)

Senior Secured 2nd Lien Term Loan, Affirmed Caa1 (LGD5)

Outlook Actions:

Issuer: VC GB Holdings I Corp.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

VCC's B2 corporate family rating reflects: 1) the high debt
leverage following the leveraged buyout of the company by a group
of sponsors in 2021; 2) the highly competitive nature of the
lighting industry; 3) the cyclicality of the residential and
commercial end markets and volatility in results inherent to
various industry cycles; 4) the exposure of the majority of the
company's product portfolio to tariffs and inflationary pressures;
and 5) the risk of shareholder friendly returns stemming from the
private equity ownership of the company.

At the same time, the rating is supported by: 1) the company's
solid position in the niche and fragmented lighting market and
revenue scale of $1.0 billion; 2) the majority of revenue generated
from the repair and remodeling residential market segment, which is
more stable than new construction through various industry cycles;
3) the diversity of the company's brands, price points and
distribution channels; 4) a track record of debt repayment, which
is expected to continue; 5) solid operating margins; and 6)
positive free cash flow and good liquidity.

Moody's expects VCC to maintain good liquidity over the next 12 to
15 months. Liquidity is supported by the company's consistent solid
free cash flow generation, flexibility under its springing fixed
charge coverage covenant, and a cash balance of $16 million at
September 30, 2022. Moody's expects VCC to maintain ample
availability under its $125 million ABL credit facility.
Outstanding $35 million of revolver borrowings at September 30,
2022 are expected to be repaid over the next few quarters with free
cash flow. VCC's liquidity is also supported by the lack of
upcoming debt maturities, with the nearest maturity being its $125
million ABL credit facility in July 2026.

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

The ratings could be upgraded if the company expands its size and
scale, reduces its leverage sustainably below 5.0x, increases EBIT
to interest coverage above 2.5x, while maintaining solid operating
margin, conservative financial policies, and good liquidity,
including positive free cash flow.

The ratings could be downgraded if the company does not make
consistent progress in deleveraging toward 6.0x, if operating
margin weakens, including due to softness in the end markets, or if
EBIT to interest coverage declines below 1.5x. Aggressive financial
policies in a form of shareholder returns or debt funded
acquisitions, or a deterioration in liquidity, including weakening
in free cash flow, could also lead to a downgrade.

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

Visual Comfort & Co., headquartered in Houston, TX and Skokie, IL,
is a collection of brands including Visual Comfort premium
decorative lighting collections, Tech Lighting decorative and
functional lighting, Generation Lighting lighting and Monte Carlo
ceiling fans. In the last twelve months ended September 30, 2022,
VCC generated about $1.0 billion in revenue.


VIVAKOR INC: Al Ferrara Resigns as Director
-------------------------------------------
Al Ferrara advised the Board of Directors of Vivakor, Inc. of his
resignation from the Board, effective immediately. Such resignation
was not the result of any dispute or disagreement with the Company
or the Board on any matter relating to the operations, policies or
practices of the Company, according to a Form 8-K filed with the
Securities and Exchange Commission.

                         About Vivakor Inc.

Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and
developer of clean energy technologies and environmental solutions,
primarily focused on soil remediation.  The Company specializes in
the remediation of soil and the extraction of hydrocarbons, such as
oil, from properties contaminated by or laden with heavy crude oil
and other hydrocarbon-based substances.

Vivakor reported a net loss attributable to the company of $5.48
million for the year ended Dec. 31, 2021, compared to a net loss
attributable to the company of $2.18 million for the year ended
Dec. 31, 2020.  As of Sept. 30, 2022, the Company had $94.80
million in total assets, $57.13 million in total liabilities, and
$37.67 million in total stockholders' equity.


VIVINT SMART: Moody's Puts 'B2' CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed Vivint Smart Home, Inc.'s B2
corporate family rating and B2-PD probability of default rating and
APX Group, Inc's B1 senior secured bank credit facility rating and
Caa1 senior unsecured rating on review for upgrade. The outlook was
revised to rating under review from stable.

NRG Energy, Inc. ("NRG", Ba1 stable) announced that it has agreed
to purchase Vivint for approximately $5.2 billion, with financial
closing expected in the first quarter of 2023. Requisite
shareholder approval from both companies has been obtained.

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

The rating review reflects Moody's anticipation that, following the
close of the acquisition by NRG, some or all of Vivint's $2.7
billion of funded debt will likely remain an obligation of NRG with
or without the explicit support of NRG. If rated Vivint debt
remains outstanding after the purchase closes, it would benefit
from the positive credit impact of NRG as a potential source of
debt service, whether or not NRG provides explicit support such as
a guarantee. Moody's expects to conclude the review once NRG's plan
for the Vivint debt is announced or effected. If the debt is repaid
Moody's expects to withdraw Vivint's ratings.

All financial metrics cited reflect Moody's standard adjustments.

The ratings could be upgraded, likely by multiple notches, if NRG
assumes Vivint's debt. The ratings could also be upgraded if
Moody's anticipates: 1) Vivint's revenue growth is sustained at 10%
or better, and; 2) GAAP-based free cash flow as a percentage of
debt is sustained in the mid-single-digits.

Given the rating under review for upgrade, a negative rating action
is not considered likely in the near term. However, the ratings
could be downgraded if Moody's expects: 1) positive revenue or
attrition trends will reverse themselves, or 2); free cash flow on
a GAAP basis approaches breakeven.

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

The following ratings/assessments are affected by the action:

On Review for Upgrade:

Issuer: Vivint Smart Home, Inc.

Corporate Family Rating, Placed on Review for Upgrade, currently
B2

Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD

Issuer: APX Group, Inc.

Senior Secured Bank Credit Facility, Placed on Review for Upgrade,
currently B1 (LGD3)

Senior Secured 1st Lien Global Notes, Placed on Review for
Upgrade, currently B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Caa1 (LGD5)

Outlook Actions:

Issuer: Vivint Smart Home, Inc.

Outlook, Changed To Rating Under Review From Stable

Issuer: APX Group, Inc.

Outlook, Changed To Rating Under Review From Stable

Vivint Smart Home, Inc. (dba Vivint; NYSE: VVNT) provides alarm
monitoring and home automation services to more than 1.9 million
residential subscribers in the US. Vivint is the second-largest
provider of home security and automation services, behind The ADT
Security Corporation (a subsidiary of Prime Security Services
Borrower, LLC, B1 positive). Moody's expects Vivint will generate
2022 revenue approaching $1.7 billion.


VMR CONTRACTORS: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: VMR Contractors
        16710 Richmond Ave
        Suite 5
        Hazel Crest, IL 60429

Chapter 11 Petition Date: December 8, 2022

Court: United States Bankruptcy Court
       Northern District of Illinois

Case No.: 22-14211

Judge: Hon. A. Benjamin Goldgar

Debtor's Counsel: William J. Factor, Esq.
                  FACTORLAW
                  105 W. Madison St. Suite 1500
                  Chicago, IL 60602
                  Tel: 312-878-6976

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vincent Roberson as president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:

https://www.pacermonitor.com/view/AIX3L3I/VMR_Contractors__ilnbke-22-14211__0001.0.pdf?mcid=tGE4TAMA


WAKASA LLC: Wins Cash Collateral Access on Final Basis
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Wakasa LLC to use cash collateral on a
final basis in accordance with the budget, with a 10% variance.

As adequate protection for the use of cash collateral, all
creditors are granted replacement liens on all post-petition cash
collateral and post-petition acquired property to the same extent
and priority they possessed as of the Petition Date.

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

The Debtor projects $350,000 in cash receipts and $265,901 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.

Judge Eduardo V. Rodriguez oversees the case.

Robert C Lane, Esq., at The Lane Law Firm, is the Debtor's legal
counsel.



WESTBANK HOLDINGS: Bruno Disclosures Inadequate, Says SWBNO
-----------------------------------------------------------
The Sewerage and Water Board of New Orleans ("SWBNO"), an unsecured
creditor and administrative claimholder, filed a supplemental
objection to the Amended Disclosure Statement for Plans of
Reorganization filed by Joshua L. Bruno Under Chapter 11 of the
Bankruptcy Code for Westbank Holdings, LLC, Cypress Park
Apartments, LLC, Forest Park Apartments, LLC, Liberty Park
Apartments, LLC, Washington Place, LLC, and Riverview Apartments,
LLC.

The Court held a hearing on Mr. Bruno's Disclosure Statement on
November 7, 2022 but continued the hearing because the Disclosure
Statement did not contain adequate information as required Sec.
1125 of the Bankruptcy Code. At the November 7, 2022 hearing, the
parties and this Court addressed a number of instances where Mr.
Bruno's Disclosure Statement lacked adequate information, and Mr.
Bruno agreed to make certain amendments. Mr. Bruno's Amended
Disclosure Statement did not cure the objections filed by the
creditors or the issues raised by his Court.  SWBNO submits that
Bruno's Amended Disclosure Statement should not be approved.

SWBNO points out that the Amended Disclosure Statement does not
contain adequate information regarding the classification of the
proposed convenience class. As explained in SWBNO's Objection,
where a plan proposes a convenience class yet "there is no
justification for the creation of a convenience class," the
creation of the class is an improper attempt to gerrymander the
classes.

SWBNO further points out that the Plans of Reorganization for each
Debtor contained in the Amended Disclosure Statement propose a
"General Unsecured Convenience Class". However, the plans reference
various entities that do not appear in the Claims Registers for the
Debtors and thus do not have claims that belong in the class.

SWBNO asserts that the Amended Disclosure Statement does not
contain adequate information regarding the scope and schedule of
proposed repairs to Mr. Bruno's properties by Hernandez Consulting
and Construction ("Hernandez"). Since the November 7, 2022 hearing,
Mr. Bruno provided a 3-page letter from Hernandez, which is Exhibit
D-3A to the Amended Disclosure Statement. This 3-page letter fails
to identify specific schedules, budgets, estimates, or any other
meaningful details regarding the proposed repairs. Instead, the
letter provides a brief "snapshot" of repairs that "could be
done."

According to SWBNO, the Amended Disclosure Statement does not
contain adequate information regarding the potential recovery of
avoidable or preferential transfers. As explained in SWBNO's
Objection, a disclosure statement fails to supply "adequate
information" when it does not contain information regarding "the
actual or projected realizable value from recovery of preferential
or otherwise voidable transfers."

SWBNO points out that at the November 7, 2022 hearing, this Court
instructed Mr. Bruno to provide more documents regarding avoidable
or preferential transfers. The Amended Disclosure Statement only
attached the SOFAs for the Debtors and further references an
"Intercompany Activity" summary spreadsheet, which was used as an
exhibit at the trial on the Trustee Motion and which is subject to
a protective order. These documents do not contain specific
information regarding "the actual or projected realizable value
from recovery of preferential or otherwise voidable transfers."

SWBNO further points out that the Amended Disclosure Statement did
not cure the lack of adequate information regarding avoidable or
preferential transfers. Mr. Bruno's refusal to provide additional
information in this regard further demonstrates his intent to
circumvent the Trustee Order by putting himself back into control
when the Trustee Order already established that Mr. Bruno suffers
from "serious conflicts of interest," "operates solely in his own
interest," and has been "dishonest and engaged in self-dealing."
The Amended Disclosure Statement still does not contain adequate
information regarding "the actual or projected realizable value
from recovery of preferential or otherwise voidable transfers."

Counsel for Sewerage and Water Board Of New Orleans:

     James M. Garner, Esq.
     Peter L. Hilbert, Esq.
     Thomas J. Madigan, II, Esq.
     Elise W. Benezech, Esq.
     SHER GARNER CAHILL RICHTER KLEIN & HILBERT, L.L.C.
     909 Poydras Street, Suite 2800
     New Orleans, LA 70112
     Telephone: (504) 299-2100
     Facsimile: (504) 299-2300
     E-mail: jgarner@shergarner.com
             tmadigan@shergarner.com
             ebenezech@shergarner.com

                     About Westbank Holdings

Westbank Holdings, LLC is a New Orleans, La.-based company
primarily engaged in renting and leasing real estate properties.

Westbank Holdings and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Lead Case No. 22-10082) on Jan. 27, 2022. In its petition, Westbank
Holdings listed as much as $50 million in both assets and
liabilities. Joshua Bruno, manager, signed the petition.

Judge Meredith S. Grabill oversees the cases.

Frederick L. Bunol, Esq., at The Derbes Law Firm, LLC, Alvendia
Kelly & Demarest, LLC and G Rowland CPA & Associates serve as the
Debtors' bankruptcy counsel, special counsel and accountant,
respectively. Richard W. Cryar, a partner at F M Reed Company, is
the Debtors' chief restructuring officer.

Dwayne M. Murray, the Chapter 11 trustee appointed in the Debtors'
cases, tapped Fishman Haygood, LLP as legal counsel and Patrick J.
Gros, CPA, as accountant.


WESTERN HEALTH: A.M. Best Cuts LT Issuer Rating to B(Fair)
----------------------------------------------------------
AM Best has removed from under review with developing implications
and downgraded the Financial Strength Rating to B (Fair) from B+
(Good) and the Long-Term Issuer Credit Rating to "bb+" (Fair) from
"bbb-" (Good) of Western Health Advantage (WHA) (Sacramento, CA).
The outlook assigned to the FSR is stable while the outlook
assigned to the Long-Term ICR is negative.

The Credit Ratings (ratings) reflect WHA's balance sheet strength,
which AM Best assesses as very weak, as well as its adequate
operating performance, limited business profile, appropriate
enterprise risk management and support of the two long-term health
care delivery system sponsors, Dignity Health and NorthBay
Healthcare System.

This rating actions reflect recent declines in absolute and
risk-adjusted capitalization and lack of material improvement
projected in the near term. This deterioration was driven by
considerable losses in 2022, and partially driven by
COVID-19-related costs and risk-adjustment payments related to its
Covered CA exchange business. While the company operates under
global capitation agreements, these arrangements have not prevented
the recent operating losses, due partially to uncovered pharmacy
and out-of-network claims.

In addition, capitalization remains pressured, as WHA historically
has managed to low absolute and risk-adjusted levels of
capitalization, based on state minimum requirements. To support
capitalization, the company has received explicit financial support
from its sponsors, which has come in the form of promissory notes
during fiscal-year 2022. The notes are allowed to be included in
California's minimum tangible net equity calculation; however, AM
Best remains concerned as this is significantly lower than NAIC
risk-adjusted capitalization and Best's Capital Adequacy Ratio
(BCAR) levels. Therefore, balance sheet strength assessment is not
expected to improve materially in the near term. Additionally, AM
Best considers WHA's financial leverage to be high due to
additional borrowings during fiscal-year 2022. The potential for
volatility in operating performance further impacting
capitalization also supports the negative Long-Term ICR outlook. AM
Best also notes that the company remains concentrated
geographically, operating in just nine California counties due to
its focus on its sponsors' footprint. Furthermore, WHA operates in
the concentrated and very competitive and price sensitive group
employer market.

AM Best also notes that the company's ratings are further supported
by its relatively lower-risk business profile, supported by the
global capitation by its sponsors for most of its business and
establishing its medical loss ratio for its core lines of business
at less than 92%. WHA plays a strategic role as the health plan for
the sponsors, directing members to the sponsors' facilities. The
ratings also take into consideration the two sponsor's overall
creditworthiness and network, which supports WHA's operations.


WILLIAMS LAND: Court OKs Cash Collateral Access Thru Jan 2023
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Williams Land Clearing, Grading, and Timber Logger LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance.

The Debtor needs to use cash collateral to continue normal
operations and to maintain its going concern value.

A review of UCC filings with the North Carolina Secretary of State
reveals these financing statements which might perfect a lien on
the cash collateral:

     a. File # 20200065229K recorded May 29, 2020, in favor of U.S.
Small Business Administration, 2 North Street, Suite 320,
Birmingham, AL 35203

     b. File # 20210063027E recorded May 12, 2021, in favor of
Commercial Credit Group Inc. on behalf of itself and all affiliates
of CCI, 525 N. Tryon Street, Suite 1000, Charlotte, NC 28202.

     c. File # 20210083455A recorded June 22, 2021, in favor of
Commercial Funding Inc. on behalf of itself and on behalf of all
affiliates of CCI, 170 South Main Street, Suite 700, Salt Lake
City, UT 84101.

     d. File # 20210086077E recorded June 28, 2021, in favor of
Commercial Credit Group Inc. on behalf of itself and all affiliates
of CCI, 525 N. Tryon Street, Suite 1000, Charlotte, NC 28202.

     e. File # 20210099242B recorded July 23, 2021, in favor of
Commercial Credit Group Inc. on behalf of itself and all affiliates
of CCI, 525 N. Tryon Street, Suite 1000, Charlotte, NC 28202.

     f. File # 20210112347E recorded on August 18, 2021, in favor
of Corporation Service Company as representative, P.O. Box 2576.
Springfield, IL 62708.
     
     g. File # 20210122913E recorded on September 9, 2021, in favor
of Corporation Service Company as representative, P.O. Box 2576.
Springfield, IL 62708.

     h. File # 20210138107G recorded October 13, 2021, in favor of
Commercial Credit Group Inc. on behalf of itself and all affiliates
of CCI, 525 N. Tryon Street, Suite 1000, Charlotte, NC 28202.

     i. File # 20220030809H recorded on March 8, 2022, in favor of
CT Corporation System as representative, 330 N Brand Blvd, Suite
700, ATTN: SPRS, Glendale, CA 91203.

     j. File # 20220063407H recorded on May 5, 2022, in favor of
Corporation Service Company as representative, P.O. Box 2576.
Springfield, IL 62708.

     k. File # 20220064143F recorded on May 6, 2022, in favor of
ACE Funding Source, LLC, 360 North Broadway, Jericho, NY 11753.

     l. File # 20220064293A recorded on May 6, 2022, in favor of
TBF, 460 Faraday Avenue, Jackson, NJ 08527.

     m. File # 20220103256E recorded on July 27, 2022, in favor of
Corporation Service Company as representative, P.O. Box 2576.
Springfield, IL 62708.

     n. File # 20220113421K recorded on August 16, 2022, in favor
of Corporation Service Company as representative, P.O. Box 2576.
Springfield, IL 62708.

     o. File # 20220123548M recorded on September 7, 2022, in favor
of Masada Funding, LLC, 20 Jay Street, Brooklyn, NY 11201.

     p. File # 20220126470H recorded on September 14, 2022, in
favor of Franklin Capital Group, LLC, 32300 Northwestern Hwy.,
Farmington Hills, MI 48334.

     q. File # 20220126471J recorded on September 14, 2022, in
favor of Franklin Capital Group, LLC, 32300 Northwestern Hwy.,
Farmington Hills, MI 48334.

M&T Equipment Finance Corporation also asserts a lien on the
Debtor's cash collateral and is included as Potential Secured
Creditors.

Couch Oil also asserts a lien pursuant to N.C. Gen. Stat. section
44A on funds due to the Debtor from Toll Bros. of North Carolina
II, Inc. which are the subject of a motion for turnover in the
case, and is also included in the group of Potential Secured
Creditors. CFI and CCG dispute the liens asserted by Couch Oil.

As adequate protection, and to the extent that cash collateral is
used, the Potential Secured Creditors will receive replacement
liens on post-petition cash and inventory to the same extent, and
with the same priority, as their pre-petition perfected liens.

The Debtor's use of cash collateral will expire or terminate on the
earlier of: (i) the Debtor ceasing operations of its business; (ii)
the conversion of the case to Chapter 7; (iii) the appointment of a
Chapter 11 Trustee (but not a subchapter v Trustee); (iv) the
dismissal of the case; (v) the non-compliance or default by the
Debtor with any terms and provisions of the Order; or (vi) January
3, 2023 unless the order is extended by the Court. Any notice of
non-compliance or default will be served upon the Debtor's counsel
only, by electronic mail only, and will be deemed effective upon
dispatch. The Debtor will have five business days to cure any
notice of non-compliance or default.

The Debtor will make an adequate protection payment to CCG in the
amount of $27,500 on its equipment loan by December 24.

The Debtor will make a payment to Keystone Equipment Finance Corp.
in the amount of $2,135 on its equipment loan by December 24.

A further hearing on the matter is set for January 3 at 10:30 a.m.

A copy of the order is available at https://bit.ly/3Y3cidd from
PacerMonitor.com.

                  About Williams Land Clearing,
                 Grading, and Timber Logger, LLC

Williams Land Clearing, Grading, and Timber Logger, LLC is a land
development company that logs timber in addition to offering lot
and site clearing, land leveling, drainage solutions, and related
services.  Prior to forming Williams Land in 2016, Lamont Williams,
its sole member, had been in the logging business since 2001, and
added clearing and grading to his business in about 2006.

Williams Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on September
16, 2022. In the petition signed by Lamonte Williams, manager, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.

Judge Pamela W. McAfee oversees the case.

William P. Janvier, Esq., at Stevens Martin Vaughn and Tadych,
PLLC, is the Debtor's counsel.



WINDSTREAM SERVICES: Moody's Rates $250MM Incremental Loan 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 to Windstream
Services, LLC's $250 million super-senior incremental term loan due
January 2027 and $475 million super-senior revolving credit
facility due January 2027. The net proceeds from the sale of the
super-senior incremental term loan was used to bolster balance
sheet cash and pay down all outstanding revolver borrowings of
approximately $115 million as of September 30, 2022. Moody's has
also affirmed Windstream's B3 corporate family rating, B3-PD
probability of default rating, Ba3 rating on the company's existing
$25 million super-senior revolving credit facility and B3 rating on
first lien debt, which is comprised of a first lien term loan and
senior first lien notes. In concert with this financing Windstream
amended and extended $475 million of its existing $500 million
super-senior revolving credit facility to January 2027 from
September 2024; $25 million of the original facility remains
outstanding and available through September 2024. The Ba3 rating on
the super-senior incremental term loan is in line with the two
super-senior revolving credit facilities but is junior in payment
priority to them; the super-senior incremental term loan is senior
in payment priority to the company's first lien term loan and
senior first lien notes. The outlook is stable.

Assignments:

Issuer: Windstream Services, LLC

Senior Secured Super Priority 1st Lien Revolving Credit Facility,
  Assigned Ba3 (LGD1)

Senior Secured Super Priority 1st Lien Term Loan B, Assigned
  Ba3 (LGD2)

Affirmations:

Issuer: Windstream Services, LLC

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured 1st Lien Term Loan, Affirmed B3 (LGD3)

Senior Secured Super Priority 1st Lien Revolving Credit
Facility, Affirmed Ba3 (LGD1)

Senior Secured 1st Lien Global Notes, Affirmed B3 (LGD3)

Outlook Actions:

Issuer: Windstream Services, LLC

Outlook, Remains Stable

RATINGS RATIONALE

Windstream's B3 corporate family rating reflects continuing
execution risks related to the company's Fiber-to-the-Home (FTTH)
strategy to win broadband share across its footprint and reverse
declining revenue and EBITDA trends over time. The company's FTTH
buildout relies upon significant increases in network investments
in the rural and mainly residential ILEC footprint of the company's
Kinetic segment. Stabilizing weak operating trends in the company's
Enterprise segment is critical to stabilizing aggregate revenue
contraction but this requires continued focus on improving
operating efficiencies, lowering interconnection expenses and
sustaining bookings trends of software-enabled strategic product
solutions to offset secular declines in legacy services. While
underinvestment impaired Windstream's competitive positioning
before its 2019 bankruptcy, steadily ramping capital intensity
since the company's 2020 exit is strengthening its operating
profile, competitiveness and future earnings quality. The company's
leverage tolerance is limited due to its low asset coverage
following the 2015 sale and leaseback of a significant portion of
its network assets to Uniti Group Inc. (Uniti, B3 stable). While
weak operating trends will take time to reverse, Windstream's
improved financial flexibility post-bankruptcy has enabled the
company to pursue a targeted share growth strategy across
competitive end markets and should facilitate its ability to
generate sustained free cash flow and steadily reduce debt leverage
in the future.

Under renegotiated master lease agreements with Uniti, Windstream
began receiving critical investment assistance in 2020 from its
main lessor in the form of steady growth capital investment
reimbursements totaling $1.75 billion through 2030. In addition,
the original master lease agreement with Uniti has been bifurcated
into structurally similar but independent agreements governing
Windstream's ILEC and mainly residential-focused facilities and
CLEC enterprise-focused facilities. With few easily monetizable
assets to accelerate credit improvement, this bifurcation of
facilities under the renegotiated lease terms could facilitate a
future disposition of either of those two end market business tied
to those now separated network facilities, potentially resulting in
an accelerated and more positive credit profile trajectory. For
now, Windstream's credit profile improvement will remain
operationally based and predicated on the company's execution
success at growing its base of recurring revenue, reducing churn,
improving margins and better leveraging its scale and branding as a
national telecom operator.

Moody's estimates Windstream's debt/EBITDA (Moody's adjusted) will
be around 4.7x at year-end 2022, falling slightly to 4.5x by
year-end 2023. Moody's expects Windstream's EBITDA margins (Moody's
adjusted) to slightly improve towards the high 30% area over the
next two years based on continued cost cutting actions, including
from network grooming. Windstream has been negatively impacted by
the loss of Connect America Fund (Phase II) subsidies at year-end
2021, but Moody's believes continued broadband share growth and
EBITDA inflection remain on track to deliver a sustainable business
turnaround in time. Moody's believes revenue trends should flatten
by late 2024 or early 2025 once revenue from Windstream's
Enterprise segment stabilizes.

The instrument ratings reflect both the probability of default of
Windstream, as reflected in the B3-PD probability of default
rating, an average expected family recovery rate of 50% at default
and the loss given default (LGD) assessment of the debt instruments
in the capital structure based on a priority of claims. The Ba3
(LGD1) rating on the company's two super-senior revolving credit
facilities reflects their first-priority payment relative to the
super-senior incremental term loan. The Ba3 (LGD2) rating on the
$250 million super-senior incremental term loan reflects its junior
payment priority to the super-senior revolving credit facilities
and senior payment priority to the company's first lien term loan
and senior first lien notes. The first lien term loan and senior
first lien notes are rated B3 (LGD3), in line with the B3 corporate
family rating and reflecting the preponderance of this class of
debt in the capital structure.

Moody's views Windstream's liquidity as good. Pro forma for the
issuance of the super-senior incremental term loan as of September
30, 2022, Moody's expects the company to have $150 million in cash
and cash equivalents and full borrowing capacity availability on
its combined $500 million super-senior revolving credit facilities.
Moody's expects Windstream will utilize draws under its revolver in
2023 and 2024 if necessary to maintain minimum balance sheet cash
of around $100 million. Any future excess free cash flow is
expected to be used to pay down outstanding debt or invest in the
business. While Moody's estimates moderately negative free cash
flow in 2022, slightly positive free cash flow generation is
expected in 2023 and 2024 due to prudent capital allocation. The
company is expected to have high capital spending (Moody's
adjusted) of approximately $1.0 billion in each of 2023 and 2024
(this capital spending is net of annual growth capital investment
reimbursements Uniti is committed to advancing under court approved
terms of the renegotiated leases). Uncertainties regarding
operational improvements and the sustainability of market share
gains in its competitive markets could limit the potential for
future free cash flow generation, limiting financial flexibility
and impairing the company's ability to pay down debt.

The stable outlook reflects Moody's expectations over the next
12-18 months for slowly declining consolidated revenue contraction,
slightly improving EBITDA margins, slightly declining debt/EBITDA
(Moody's adjusted) and flat to slightly positive free cash flow
generation.

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

Given the company's current competitive positioning, network
upgrade execution risks, limited visibility into sustained,
multi-year share growth traction across its Kinetic segment and
weak operating trends in its Enterprise segment, upward pressure is
limited but could develop should Windstream's free cash flow to
debt (Moody's adjusted) track towards mid single-digit levels as a
percentage of Moody's adjusted debt on a sustainable basis. An
upgrade would also require steady market share capture gains in the
company's Kinetic footprint over several years, consolidated
revenue and EBITDA growth and maintenance of a good liquidity
profile.

Downward pressure on the rating could arise should the company's
liquidity deteriorate or should execution of its share capture and
growth strategy materially stall or weaken.

Windstream Services, LLC is a pure-play wireline operator
headquartered in Little Rock, AR that provides telecommunications
services in 48 states. For the last 12 months ended September 30,
2022, Windstream generated $4.3 billion in revenue.

The principal methodology used in these ratings was
Telecommunications Service Providers published in September 2022.


YOUNGBLOOD SKIN: Unsecureds to Get 30 Cents on Dollar in Plan
-------------------------------------------------------------
Youngblood Skin Care Products, LLC, submitted a First Amended Plan
of Reorganization for Small Business under Chapter 11 dated
November 16, 2022.

The Debtor believes that it has administered and converted to cash
all assets that it owned after the closing of the 363 Sale (other
than the right to receive Deferred Payments, if any) and has paid
all non-professional administrative expenses of the estate. As
specified in its most recent monthly operating reports, it
presently has on hand $419,623.25 in cash. The Debtor anticipates
the payment of the following sums and reserves:

  * Transfer to Purchaser $2,000 in customer deposits.

  * Payment of $2,000 in insurance premiums.

  * Refund of the $88,907 ERT Overpayment.

  * Payment of legal fees to its chapter 11 bankruptcy counsel
(subject to court approval after notice and an opportunity to be
heard).

  * A $20,000 reserve for legal fees to prosecute objections to
claims.

  * Reserve of $5,000 for accountants fees for the preparation and
filing of tax returns (the closing tax return for the chapter 11
estate in this case as well as post-Effective Date returns through
the winding-up and cancellation of the Debtor).

  * The creation of a reserve ("Windup Expense Reserve") in the
amount of $10,000 to fund the expenses of administering the
Reorganized Debtor's windup of its affairs ("Windup Expenses"),
including without limitation the administrative expenses of making
the distributions required under this Plan and, when the windup is
completed, the expenses incurred to obtain the cancellation of the
Reorganized Debtor's existence as a California limited liability
company. The Debtor believes that the actual expenses to be covered
by the Windup Expense Reserve will actually be only approximately
$2,000; with the $8,000 balance to be held as a cushion
("Cushion"), out of an abundance of caution.

These payments and reserves will leave an estimated $98,065.90 in
cash ("Effective Date Cash") available for distribution to
creditors promptly following the Effective Date of this Plan (but
for the $8,000 Cushion, to be distributed with the final
distribution hereunder).

The Plan provides for the establishment of a $10,000 reserve out of
the Debtor's funds on hand immediately prior to the Effective Date.
The Debtor estimates that that sum will be more than sufficient to
pay the expenses of administering the Reorganized Debtor's windup
of its affairs, including without limitation the administrative
expenses of making the distributions required under this Plan,
post-confirmation accounting and tax-reporting expenses and, when
the windup is completed, the expenses incurred to obtain the
cancellation of the Reorganized Debtor's existence as a California
limited liability company.

The Debtor's most recent monthly operating report shows cash on
hand of $412,600.54, which is more than sufficient to fund the
reserves and pay the other sums.

This Plan of Reorganization under chapter 11 of the Bankruptcy Code
proposes to pay creditors of Youngblood Skin Care Products, LLC
from the Effective Date Cash and the Deferred Payments, if any.

Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 30 cents on the dollar.

Under the Plan, holders of Class 2 All Non-Priority Unsecured
Claims will receive, in full satisfaction, discharge, exchange, and
release thereof, its Pro Rata share of the following
distributions:

    * The Effective Date Cash shall be distributed no later than
the thirtieth day after the Claim Objection Deadline or (b) if any
objection thereto is filed to a given Class 2 claim, the date that
is 30 days after the Class 2 claim becomes allowed by a final,
non-appealable order; plus

    * The proceeds of the 2023 Deferred Payment, if any, shall be
distributed as soon as practicable after the Reorganized Debtor's
receipt thereof, net of (a) the then current Windup Expenses not
covered by the Windup Expense Reserve, and (b) the sum required to
replenish Windup Expense Reserve, to the extent appropriate as
reasonably determined by the Reorganized Debtor; provided, however,
if the gross amount of the 2023 Deferred Payment is less than
$25,000, the Reorganized Debtor may defer distribution of that sum
until after it learns and receives the amount of the 2024 Deferred
Payment, if any; plus

    * The proceeds of the 2024 Deferred Payment, if any, shall be
distributed as soon as practicable after the Reorganized Debtor's
receipt thereof, net of (a) the then current Windup Expenses not
covered by the Windup Expense Reserve, and (b) the sum required to
replenish Windup Expense Reserve, to the extent appropriate as
reasonably determined by the Reorganized Debtor.

After the Reorganized Debtor makes the distributions, any balance
remaining in the Windup Expense Reserve not used to fund the
remaining procedures to effect the cancellation of the Reorganized
Debtor shall be distributed Pro Rata to the holders of Class 2
Claims as the last act of the Reorganized Debtor before the
Certificate of Cancellation, is filed with the California Secretary
of State. Class 2 is impaired.

The distributions that are required to be made on or after the
Effective Date of this Plan will be funded from (a) the Debtor's
cash balances existing on the Effective Date (i.e., the Effective
Date Cash as defined above), (b) the Deferred Payments, if any, and
(c) any other lawful source.

A copy of the First Amended Plan of Reorganization dated Nov. 23,
2022, is available at https://bit.ly/3VrY6bu from
PacerMonitor.com.

                 About Youngblood Skin Care Products

Youngblood Skin Care Products, LLC, a cosmetics company based in
Simi Valley, Calif., filed a petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 21-10808) on Aug. 2, 2021, listing as
much as $10 million in both assets and liabilities.  Jason Toth,
executive vice president, signed the petition.

Judge Deborah J. Saltzman oversees the case.

The Debtor tapped Hahn & Hahn, LLP as legal counsel and Cohen &
Freedman as accountant. Mike Paulsin is the chief financial
officer.


ZEOLI-BROWN LLC: Gets OK to Hire Bankruptcy Law Office as Counsel
-----------------------------------------------------------------
Zeoli-Brown LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Bankruptcy Law
Office to serve as legal counsel in its Chapter 11 case.

The firm will be paid at the rate of $325 per hour and will be
reimbursed for its out-of-pocket expenses. The retainer is
$15,000.

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

The firm can be reached at:

     George E. Jacobs, Esq.
     Bankruptcy Law Office
     2425 S. Linden Rd., Ste. C
     Flint, MI 48532
     Tel: (810) 720-4333
     Email: george@bklawoffice.com

                       About Zeoli-Brown LLC

Zeoli-Brown, LLC -- https://ZeolisItalian.com -- operates the
Italian restaurant Zeoli's Modern Italian in Clawson, Mich.

Zeoli-Brown filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
22-48133) on Oct. 18, 2022, with $123,998 in assets and $1.15
million in liabilities. Mark H. Shapiro has been appointed as
Subchapter V trustee.

Judge Maria L. Oxholm oversees the case.

George E. Jacobs, Esq., at Bankruptcy Law Office and McNeil &
Associates, P.C. serve as the Debtor's legal counsel and
accountant, respectively.


ZEOLI-BROWN LLC: Gets OK to Hire McNeil & Associates as Accountant
------------------------------------------------------------------
Zeoli-Brown, LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ McNeil & Associates,
P.C. as its accountant.

The Debtor requires an accountant to prepare its tax returns,
monthly financials and plan projections, and provide other
accounting services.

The firm will be paid at the rate of $225 per hour.

Deborah McNeil, a partner at McNeil & Associates, 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:

     Deborah A. McNeil
     McNeil & Associates, P.C.
     305 Barclay Cir Suite 1003
     Rochester Hills, MI 48307
     Tel: (248) 853-6365
     Email: dmcneilcpa@damcneilassoc.com

                       About Zeoli-Brown LLC

Zeoli-Brown, LLC -- https://ZeolisItalian.com -- operates the
Italian restaurant Zeoli's Modern Italian in Clawson, Mich.

Zeoli-Brown filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
22-48133) on Oct. 18, 2022, with $123,998 in assets and $1.15
million in liabilities. Mark H. Shapiro has been appointed as
Subchapter V trustee.

Judge Maria L. Oxholm oversees the case.

George E. Jacobs, Esq., at Bankruptcy Law Office and McNeil &
Associates, P.C. serve as the Debtor's legal counsel and
accountant, respectively.


ZOSANO PHARMA: Unsecureds Get Share of Liquidating Trust Units
--------------------------------------------------------------
Zosano Pharma Corporation submitted an Amended Chapter 11 Plan of
Liquidation dated Nov. 18, 2022.

Under the Plan, holders of Class 3 General Unsecured Claims will
receive its pro rata share of the Liquidating Trust Primary
Recovery Units. Class 3 is impaired.

"Liquidating Trust Primary Recovery Units" means the liquidating
trust units, which, in the aggregate, shall entitle the holders
thereof to receive distributions from the Liquidating Trust, in
accordance with the Plan and the terms of the Liquidating Trust
Agreement.  The Liquidating Trust Primary Recovery Units will only
be entitled to a distribution from the Liquidating Trust Assets
after payment in full of any Allowed Professional Fee Claims,
Priority Tax Claims, and Other Priority Claims.

"Liquidating Trust Assets" means all assets of the Debtor and the
Estate as of the Effective Date (and, for the avoidance of doubt,
excluding assets transferred to Purchaser pursuant to the Sale
Documents and the Professional Fee Escrow Account), including Cash
on hand, and Causes of Action.

The Liquidating Trust will be established pursuant to the
Liquidating Trust Agreement, which will be filed with the
Bankruptcy Court as part of the Plan Supplement.

Counsel for the Debtor:

     Dennis A. Meloro, Esq.
     GREENBERG TRAURIG, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Telephone: (302) 661-7000
     Facsimile: (302) 661-7360
     E-mail: melorod@gtlaw.com

          - and -

     Ari Newman, Esq.
     GREENBERG TRAURIG, LLP
     333 S.E. Second Ave., Suite 4400
     Miami, FL 33131
     Telephone: (305) 579-0500
     Facsimile: (305) 579-0717
     E-mail: newmanar@gtlaw.com

          - and -

     John D. Elrod, Esq.
     GREENBERG TRAURIG, LLP
     Terminus 200, 3333 Piedmont Rd. NE, Suite 2500
     Atlanta, GA 30305
     Telephone: (678) 553-2100
     Facsimile: (678) 553-2212
     E-mail: elrodj@gtlaw.com

A copy of the Amended Chapter 11 Plan Of Liquidation dated Nov. 18,
2022, is available at https://bit.ly/3hZvwQt from
PacerMonitor.com.

                       About Zosano Pharma

Zosano Pharma -- https://www.zosanopharma.com/ -- is an emerging
CNS company focusing on providing rapid symptom relief to patients,
using known therapeutics with well-established safety and
efficacy.

Zosano Pharma Corporation sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10506) on June 2,
2022.  In the petition filed by Steven Lo, as president and chief
executive officer, the Debtor reports estimated assets and
liabilities between $10 million and $50 million.

Dennis A. Meloro, of Greenberg Traurig, LLP, is the Debtor's
counsel.


[*] Bankruptcy Trust Claim Payments Distributions Down Almost 50%
-----------------------------------------------------------------
A new report --
https://instituteforlegalreform.com/research/unlocking-the-code-the-value-of-bankruptcy-to-resolve-mass-torts
-- Unlocking the Code: The Value of Bankruptcy to Resolve Mass
Torts, from the U.S. Chamber of Commerce Institute for Legal Reform
looks at how the bankruptcy system can be a more efficient and
equitable approach for plaintiffs, companies, insurers, and the
courts to resolve claims rather than through the mass tort system.

The study found that despite the efficiencies of the bankruptcy
process, there are growing criticisms, including:
    * Bankruptcy settlement trusts have significantly decreased
their payments to claimants -- by almost 50 percent over the course
of 13 years.
    * Of the nearly $34 billion paid by the trust system to
claimants since 2004, $29 billion can be tracked to either a
malignant or non-malignant disease grouping.
    * Since 2004, non-malignant claims have received 21% of trust
claim payment distributions, implying that that more than $7
billion of the nearly $34 billion in trust claim payments made
since 2004 have been paid to non-malignant claims.

The paper also outlines a series of reforms to make the bankruptcy
system work even better for claimants, including:
    * A successful administrative structure needs to be in place to
balance to balance claim volume with payments. This can be achieved
either by raising the evidentiary requirements for qualification,
lowering the individual claim values, or some combination of both.
    * The recently confirmed Garlock Settlement Trust (Garlock
Trust) provides an alternative to the inadequacies of other
asbestos claims administration models.
    * Adjusting Claims Payment Ratios to reduce the amount paid to
minimally impaired or unimpaired claimants and reallocating that
money to mesothelioma claimants and other similarly ill claimants
ensures fair payments for sick claimants.


[^] BOOK REVIEW: The Heroic Enterprise
--------------------------------------
The Heroic Enterprise: Business and the Common Good

Author: John Hood
Publisher: Beard Books (reprint of book published by The Free
Press/Division of Simon and Schuster in 1996).
Paperback: 266 pages
List Price: $34.95
Order your copy at https://bit.ly/3awLUV3

Hood writes as a counterbalance to ideas that business should be
expected to contribute to the common good along the lines of
charities, say, or public health.  He writes too against the highly
partisan, pernicious perspective that business activity is
antisocial and disruptive which at times gains some degree of
credibility.

Critiques of business have been around as long as commerce and
business have been around.  These come usually from religious or
political zealots seeking dictatorial hold over all significant
kinds of human activity and enterprise.  In this work, Hood aims to
counterbalance latter-day versions of such critiques arising in
American society.  The counterculture, antiestablishment 1960s was
a time when such critiques were particularly strong.  They have
moderated since, yet remain a persistent chorus which influences
politics and imagery and public affairs of business.

Hood does not aim to stifle or eliminate debate about the effects
of business on society or how business should engage in business.
What he aims for is dismissing once and for all myopic and almost
utopian conceptions about business and related erroneous purposes
and values of it.  Such conceptions are worrisome to
businesspersons not because they believe they have any foundation,
but because they waste resources and energy in having to
continually correct them so business can function properly. And to
the extent such myopic conceptions are believed or entertained by
the public, they hamper the public and politicians in working out
policies by which the greatest benefits of business can be reaped
by society.

The author clarifies the place and role of business by contrasting
business with other parts of society.  A standard, self-evident
tenet of sociologists going back to the time of Plato is that
society is made up of different parts fulfilling different roles
for the varied needs of society and so that a society will function
smoothly and survive.  Business is distinguished from government
and philanthropy.  "Businesses exist to make and sell things,
whereas by contrast "governments exist to take and protect things
[and] charities exist to give things away."  The social
responsibility for each category of institution is inherent in its
purposes and activities.  For example, businesses alone cannot
solve environmental problems. Whatever problems which can be
attached to business are related to government policies and
business's operations to satisfy consumer interests.  Hence,
business alone cannot solve environmental problems, and should not
be expected to.  Critics requiring that business solve
environmental problems without similarly requiring changes in
government policies and consumer interests are shortsightedly and
unreasonably tarnishing business while not making any relevant or
productive arguments for dealing with environmental problems.

In elucidating business's proper place in and contributions to
society, Hood is not unmindful that some businesses fail to fulfill
their role in good faith and beneficially.  But instead of
criticizing business fundamentally, he proffers questions critics
can ask before targeting particular businesses.  Two of these are
"Are corporations obtaining their profits through force or fraud?"
and "Are corporations putting investments at their disposal to the
most economically productive use?"  Hood's perspective in support
of business against unfair and irrelevant criticisms is based on
the acknowledgment that business is operating productively, for the
common good, and is open to cooperative activities with other parts
of society in trying to resolve common problems.

"The Heroic Enterprise" is not an argument for business -- for as a
fundamental aspect of any society, business does not need an
argument to justify it.  The book mostly takes the approach of
reviewing why business is necessary and therefore must be
naturally, easily accepted -- namely, because of the manifold
benefits business provides for society and because it along with
good government and respectable morals has been a primary engine
for the betterment of human life.

John Hood has much experience in the media and communication as a
syndicated columnist, TV commentator, and radio host.  Author of
seven nonfiction books on subjects as business, advertising, public
policy, and political history, and many articles for national
publications such as the Wall Street Journal, Hood is President of
the John William Pope Foundation, a Raleigh, N.C.-based grantmaker
that supports public policy organizations, educational
institutions, arts and cultural programs, and humanitarian relief
in North Carolina and beyond. Hood also serves on the board of the
John Locke Foundation, the state policy think tank he helped found
in 1989 and led as its president for more than two decades.  He
teaches at Duke University's Sanford School of Public Policy.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
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includes links to freely downloadable images of these small-dollar
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.

Copyright 2022.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                   *** End of Transmission ***