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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

              Thursday, December 15, 2022, Vol. 26, No. 348

                            Headlines

303 INVESTMENTS: Taps JS Properties as Real Estate Broker
ABRAXAS PETROLEUM: New Audit and Compensation Panel Member Named
ABRAXAS PETROLEUM: New Bylaws Allows Meeting by Electronic Means
ABRAXAS PETROLEUM: To Invest $19.5M in Investment Fund
ACPRODUCTS HOLDINGS: AB Bond Marks $501,000 Loan at 27% Off

AFFITO DOMUS VENDITA: Seeks Chapter 11 Bankruptcy Protection
AIG FINANCIAL: Case Summary & Largest Unsecured Creditors
ALM ENTERPRISES: Voluntary Chapter 11 Case Summary
APEX TOOL: AB Bond Marks $165,000 Loan at 26% Off
ARETE REHABILIATION: Files Emergency Bid to Use Cash Collateral

ASTRO ONE: CIM RACF Marks $1-Mil. Loan at 15% Off
ASURION LLC: XAI OFRAITT Marks $1.1-Mil. Loan at 24% Off
AVENTIV TECHNOLOGIES: S&P Lowers ICR to 'CCC+', Outlook Negative
AVSC HOLDING: XAI OFRAITT Marks $805,500 Loan at 19% Off
BERTUCCI'S RESTAURANTS: Closes 2 NH Sites After Chapter 11 Filing

BH FROZEN WHEELS: Taps Genovese Joblove & Battista as Legal Counsel
BLACKBRUSH OIL: S&P Affirms 'CCC+' ICR, Outlook Stable
BLUE TREE: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable
BUFFALO STATION: Hits Chapter 11 With Affiliates
CAPITAL REGION MEDICAL: Moody's Lowers Revenue Bond Rating to Ba2

CELSIUS NETWORK: Plan Filing Deadline Extended to Feb. 15
CENTURY ALUMINUM: Unit Secures US$90M Loan Commitment From Glencore
CLEAN ENERGY: Closes $192K Funding Agreement With 1800 Diagonal
CONSOL ENERGY: S&P Upgrades ICR to 'B', Outlook Stable
CUSTOM ALLOY: Seeks $945,602 DIP Loan from Equipment Depot

CWT TRAVEL: Fitch Affirms CCC LongTerm Issuer Default Rating
DENNIS ATIYEH: 3d Cir. Affirms Case Dismissal & Ban on Refiling
DEVILLE CORP: Case Summary & Four Unsecured Creditors
DIAMOND CREEK: Voluntary Chapter 11 Case Summary
DIEBOLD NIXDORF: Extends Early Delivery Time for Exchange Offer

DIOCESE OF CAMDEN: Unsecureds Will Get 95% in Insurers' Plan
DOWNTOWN NATURAL CAREGIVERS: Files w/o Counsel; Dismissal Looms
DURA-METRICS INC: Starts Subchapter V Proceeding
ENERGY ACQUISITION: CIM RACF Marks 2026 Loan at 18% Off
FENDER MUSICAL: S&P Downgrades ICR to 'B-', Outlook Stable

FINTHRIVE SOFTWARE: AB Bond Marks 2029 Loan at 15% Off
FRANKIE'S COMICS: Case Summary & 20 Largest Unsecured Creditors
FREE SPEECH: Hook Families to Probe Jones' $10 Million from Fans
FRONT SIGHT: PrairieFire Buys Business From Bankruptcy
FROZEN WHEELS: Taps Genovese Joblove & Battista as Legal Counsel

FTX GROUP: Bankruptcy Team Meets U.S. Prosecutors Probing Collapse
FTX GROUP: Taps Forensic Team to Investigate Money Trail
GENEVER HOLDINGS: Trustee Taps Epiq as Claims and Noticing Agent
GOPHER RESOURCE: XAI OFRAITT Marks $493,500 Loan at 18% Off
HALO BUYER: Moody's Affirms 'B3' CFR & Alters Outlook to Stable

INTEGRATED MARKETING: Taps Latham Nadboralski & Lin as Accountant
INTRADO CORPORATION: AB Bond Marks 2024 Loan at 85% Off
ISCM HOLDINGS: Unsecured Creditors to Split $50K in Plan
KDM FARMS: Voluntary Chapter 11 Case Summary
KOHL CORP: Moody's Assigns 'Ba1' CFR, Outlook Stable

KOPIN CORP: David Brook Quits as Director for Health Reasons
LASERSHIP INC: XAI OFRAITT Marks $1.3-Mil. Loan at 16% Off
LASERSHIP INC: XAI OFRAITT Marks $745,800 Loan at 24% Off
LOYALTY VENTURES: AB Bond Marks 2027 Loan at 70% Off
MADJAK LLC: Seeks to Tap Barron & Newburger as Bankruptcy Counsel

MAGNOLIA OFFICE: Jan. 11 Disclosure Statement Hearing
MED PARENTCO: Moody's Lowers CFR to Caa1 & First Lien Loans to B3
MEND CORRECTIONAL: Seeks Chapter 11 Due to Lawsuits
MESO DELRAY: Unsecureds Owed $1.9M Recover 11.7% in Wind-Down Plan
MIDWEST VETERINARY: Moody's Affirms 'B3' CFR, Outlook Remains Neg.

MUSCLE MAKER: Sadot Posts $54.19M Revenue in First 30 Days
NEW CONSTELLIS: XAI OFRAITT Marks $107,700 Loan at 51% Off
NIC ACQUISITION: Moody's Cuts CFR to Caa1, Outlook Stable
NUZEE INC: Stockholders Approve Reverse Split of Common Stock
ORBCOMM INC: S&P Affirms 'B-' ICR, Off CreditWatch Negative

ORBIT ENERGY & POWER: Seeks Chapter 11 Bankruptcy Protection
OXFORD FINANCE II: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
PATAGONIA HOLDCO: Pioneer HIF Marks 2029 Loan at 20% Off
PENTA STATE: Files Emergency Bid to Use Cash Collateral
PENTECOSTAL ASSEMBLIES: Taps Edward M. Shahady PA as Counsel

PIPELINE HEALTH: PCO Taps Crowe & Dunlevy as Legal Counsel
PRE-PAID LEGAL: Moody's Affirms B2 CFR & Alters Outlook to Negative
PROVECTUS PHARMACEUTICALS: Won't Undertake Reverse Stock Split
QUOTIENT LIMITED: Secures Support for Balance Sheet Restructuring
QUOTIENT LIMITED: To Voluntary Delist From Nasdaq Global

REDSTONE HOLDCO 2: CIM RACF Marks 2029 Loan at 20% Off
REMARK HOLDINGS: Two Proposals Approved at Special Meeting
ROWAN SAWDUST: Unsecureds to Get $8K per Month for 60 Months
RUBY PIPELINE: Tallgrass' $242-Million Bid Opens Auction
SAS AB: Pilots Unions' CBA Approved by U.S. Court

SEARS AUTHORIZED: Seeks Cash Collateral Access
SHEA'S SENECA: Gets OK to Hire Baumeister Denz as Legal Counsel
SPIRIT AIRLINES: Fitch Corrects Nov. 9 Ratings Release
STONE CLINICAL: Unsecureds to Get Pro Rata Out of Cash Fund
SUNQUEST PROPERTY: Starts Subchapter V Bankruptcy Proceeding

TOP PERFORMANCE: Case Summary & 14 Unsecured Creditors
TRISEPTEM DEVELOPERS: Files for Chapter 11 Bankruptcy
TULYA KOGAN: Files Plan Based on Settlement With Medallion Bank
UGI INT'L: Moody's Lowers CFR & Sr. Unsecured Notes to Ba2
VARIG LOGISTICA: Stipulation Among Appeal Parties Granted

VASCULAR ACCESS: Court Awards Gardner $1.42-Mil in Fees/Expenses
VERITAS FARMS: Three Directors Removed by Consent
VERITAS US: AB Bond Marks $96,000 Loan at 21% Off
VICTORY ENTERTAINMENT: Mr. Eidson Qualifies as Expert, Court Says
VICTORY ENTERTAINMENT: Mr. Issa Banned From Giving Expert Opinion

VITAL PHARMACEUTICALS: Committee Taps Lincoln as Financial Advisor
VITAL PHARMACEUTICALS: Committee Taps Sequor Law as Local Counsel
VITAL PHARMACEUTICALS: Opposes Bid to Appoint Non-Trade Committee
VOYAGER DIGITAL: Jon Giacobbe's Adversary Case Dismissed
WALKER & DUNLOP: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable

WERNER FINCO: S&P Downgrades ICR to 'CCC+', Outlook Negative
WINC INC: U.S. Trustee Appoints Creditors' Committee
XP TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
[*] Colorado Bankruptcies Rose 67.5% in November 2022
[^] Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

303 INVESTMENTS: Taps JS Properties as Real Estate Broker
---------------------------------------------------------
303 Investments, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ JS Properties as real estate
broker.

The Debtor requires a real estate broker to market and sell its
real properties located at Parker and Englewood Colo.

The firm will be paid a commission of 3.8 percent of the sales
price.

John Scardino, a partner at JS Properties, 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:

     John S. Scardino
     JS Properties
     7851 S Elati Street Suite 101
     Lettleton, CO 80120
     Tel: (303) 794-8900

                       About 303 Investments

303 Investments, Inc., a company in Parker, Colo., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.
Colo. Case No. 22-14267) on Nov. 1, 2022, with $10 million to $50
million in assets and $500,000 to $1 million in liabilities. Alison
Goldenberg has been appointed as Subchapter V trustee.

Judge Joseph G. Rosania, Jr. oversees the case.

The Debtor is represented by Aaron A. Garber, Esq., at Wadsworth
Garber Warner Conrardy, P.C.


ABRAXAS PETROLEUM: New Audit and Compensation Panel Member Named
----------------------------------------------------------------
The Board of Directors of Abraxas Petroleum Corporation appointed
Kenneth R. Cooper as a member of the Audit Committee and
Compensation Committee of the Board, according to a Form 8-K filed
with the Securities and Exchange Commission.  Mr. Cooper was
appointed to the Company's Board on Nov. 17, 2022.

                           About Abraxas

San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.

Abraxas Petroleum reported a net loss of $44.57 million for the
year ended Dec. 31, 2021, a net loss of $184.52 million for the
year ended Dec. 31, 2020, and a net loss of $65 million for the
year ended Dec. 31, 2019.  As of Sept. 30, 2022, the Company had
$88.15 million in total assets, $15.03 million in total
liabilities, and $73.12 million in total stockholders' equity.



ABRAXAS PETROLEUM: New Bylaws Allows Meeting by Electronic Means
----------------------------------------------------------------
The Board of Directors of Abraxas Petroleum Corporation approved
and adopted on Dec. 6, 2022, the Amended and Restated Bylaws of the
Company, effective immediately.  

As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, the Bylaws include amendments to Article I to allow
meetings of stockholders to be held solely by means of electronic
communication and stockholders to participate by remote
communication.  The Bylaws also expand Article II, Section 6 to
provide additional detail regarding how the Board shall fix the
record dates for different types of corporate actions and remove a
prior requirement in Article II that a list of stockholders
entitled to vote be available for examination before and during
each meeting of stockholders.  Article II, Section 13 of the Bylaws
is updated to clarify the ability of stockholders to act by written
consent without a meeting, and Article III, Section 1 has been
revised to allow directors to be removed by stockholders with or
without cause.  The Bylaws also contain revisions to Article VI
regarding the Company's indemnification of directors, officers,
employees and agents.  The Bylaws also include additional
technical, conforming, modernizing or clarifying changes.

                           About Abraxas

San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.

Abraxas Petroleum reported a net loss of $44.57 million for the
year ended Dec. 31, 2021, a net loss of $184.52 million for the
year ended Dec. 31, 2020, and a net loss of $65 million for the
year ended Dec. 31, 2019.  As of Sept. 30, 2022, the Company had
$88.15 million in total assets, $15.03 million in total
liabilities, and $73.12 million in total stockholders' equity.


ABRAXAS PETROLEUM: To Invest $19.5M in Investment Fund
------------------------------------------------------
Abraxas Petroleum Corporation has agreed to invest $19.5 million in
The Lion Fund II, L.P., an investment fund affiliated with Biglari
Holdings Inc. and Sardar Biglari, a director of the Company.  

In connection with this investment, the Company became a party to
the Amended and Restated Partnership Agreement of The Lion Fund II,
L.P., as amended on June 3, 2015, according to a Form 8-K filed by
the Company with the Securities and Exchange Commission.

                           About Abraxas

San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.

Abraxas Petroleum reported a net loss of $44.57 million for the
year ended Dec. 31, 2021, a net loss of $184.52 million for the
year ended Dec. 31, 2020, and a net loss of $65 million for the
year ended Dec. 31, 2019.  As of Sept. 30, 2022, the Company had
$88.15 million in total assets, $15.03 million in total
liabilities, and $73.12 million in total stockholders' equity.


ACPRODUCTS HOLDINGS: AB Bond Marks $501,000 Loan at 27% Off
-----------------------------------------------------------
AB Bond Fund, Inc. has marked its $501,000 loan extended to
ACProducts Holdings, Inc. to market at $367887, or 73% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in AB Bond Fund's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 1.

AB Bond Fund's loan to ACProducts Holdings carries an interest rate
of 7.127% (LIBOR 3 Month + 4.25%), and is scheduled to mature on
May 17, 2028.

AB Bond Fund Inc. provides a broad selection of investment
alternatives to investors. It offers investment grade, corporate
bond, multi-sector, and global bond funds.  AllianceBernstein
Investments, Inc. (ABI) is the distributor of the AB family of
mutual funds. ABI is a member of FINRA and is an affiliate of
AllianceBernstein L.P., the adviser of the funds.

ACProducts, Inc., headquartered in The Colony, TX, is a national
manufacturer and distributor of kitchen and bathroom cabinetry.
American Industrial Partners, through its affiliates, is the
primary owner of ACProducts, having acquired it in 2012.



AFFITO DOMUS VENDITA: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Affito Domus Vendita Holdings LLC filed for chapter 11 protection
in the Northern District of Illinois.  

The Company owns, among other things, (i) real property commonly
known as 851-863 N. Larrabee Street, Chicago, Illinois 60610 (PIN:
17-04-324-117-0000); and (ii) the right to reinstate a certain SWAP
agreement per order from the Circuit Court of Cook County, Mortgage
Foreclosure Section, dated November 29, 2022.

The Debtor's managers determined that it is in the best interests
of the Company, its creditors, and its equity holders to file a
voluntary petition for relief under chapter 11 of Title 11 of the
United States Code and seek to refinance or restructure its
outstanding obligations to its creditors pursuant to a plan of
reorganization to be filed in and confirmed by the Bankruptcy Court
or otherwise.

According to court filings, Affito Domus estimates $10 million to
$50 million in debt to 1 to 49 creditors.  The petition states that
funds will not be available to unsecured creditors.

                    About Affito Domus Vendita

Affito Domus Vendita Holdings LLC is located at 2027 W. Division
#702 Chicago, IL 60622.

Affito Domus Vendita Holdings LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 22-14055) on Dec. 5, 2022.  In the petition filed by
Phillip Ciaccio, as Manager of Authorized Member,Larrabee Holdings
LLC, the Debtor reported assets between $10 million and $50 million
and liabilities between $50 million and $100 million.

The Debtor is represented by:

   Thomas B Fullerton, Esq.
   Akerman LLP
   2027 W. Division Street
   #702
   Chicago, IL 60622


AIG FINANCIAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AIG Financial Products Corp.
        50 Danbury Road
        Wilton, CT 06897

Business Description: AIG Financial Products Corp. is a wholly-
                      owned, direct subsidiary of American
                      International Group, Inc.  AIG FP, a
                      Delaware corporation, founded in 1987 and
                      based in Wilton, Connecticut, is a financial

                      products company.  AIG FP was founded for
                      the purpose of trading in the capital
                      markets and offering corporate finance,
                      structured finance, and financial risk
                      management products, including complex
                      derivatives transactions.

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       District of Delaware

Case No.: 22-11309

Judge: Hon. Mary F. Walrath

Debtor's
Co-Counsel:       Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: mnestor@ycst.com

                      and

                  LATHAM & WATKINS LLP

Debtor's
Financial
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtor's
Claims/
Noticing
Agent:            EPIQ CORPORATE RESTRUCTURING, LLC

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $10 billion to $50 billion

The petition was signed by William C. Kosturos as chief
restructuring officer.

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

https://www.pacermonitor.com/view/C4HSX3A/AIG_Financial_Products_Corp__debke-22-11309__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount

1. DCP Plaintiffs(1)                 Litigation       Undetermined
C/O Kobre & Kim LLP
800 Third Avenue
New York, NY 10022
Attn: Steven W. Perlstein
Title: Partner
Tel: (646) 488-1200
Email: steven.perlstein@kobrekim.com

(1) "DCP Plaintiffs," refer to those individuals who have asserted
claims in the pending action titled: Arthurs, et al. v. AIG Fin.
Prod. Corp., Case No. X08-FST-CV-19-6046057-S (Conn. Super. Ct.
Dec. 6, 2019).

DCP Plaintiffs:

Ackert, David
Arthurs, Lee
Bell, Mitchell
Bengston, Erik
Bradshaw, Paul
Buttke, Thomas
Capetta, John
Chang, David
Chang, Robert
Desantis, Jason
Fabbro, Richard
Farrar, Kenneth
Fraade, Jonathan
Giesler Jr., Carl
Haas, James
Hsieh, Charles
Kalb, Thomas
Kushner, Thomas
Leary, Robert
Liebergall, Jonathan
Litwak, Nathaniel
Lynch, Brendan
Medioli, Alfred
Mihaly, Matthew
Palazzo, Joann
Park, Eugene
Partner, Andrew
Peterson, Carl
Pike, Steven
Plagemann, Thomas
Powell, Robert
Raab, Daniel
Reed, Ann
Satanovsky, Dmitry
Schreiner, Paul
Singer, Mary Heather
Stein, Keith
Strohm, Frank
Sullivan Jr., Timothy
Toft, Chris
Tom, Joe
Vetter, Ryan
Wagar, Steven
Ward, Thomas
Wayne, Martin
Wolf, James


ALM ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: ALM Enterprises LLC
        198 Little Salt Creek Run
        Bedford, IN 47421

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court   
       Southern District of Indiana

Case No.: 22-91145

Judge: Hon. Andrea K. Mccord

Debtor's Counsel: Weston Overturf, Esq.
                  OVERTURF FOWLER LLP
                  9102 N Meridian St Ste 555
                  Indianapolis, IN 46260
                  Tel: (317) 559-3647
                  Email: wes@ofattorneys.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Aimee Martin as member.

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

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

https://www.pacermonitor.com/view/CVNZYMI/ALM_Enterprises_LLC__insbke-22-91145__0001.0.pdf?mcid=tGE4TAMA


APEX TOOL: AB Bond Marks $165,000 Loan at 26% Off
-------------------------------------------------
AB Bond Fund, Inc. has marked its $165,000 loan extended to Apex
Tool Group, LLC to market at $121,390, or 74% of the outstanding
amount, as of September 30, 2022, according to a disclosure
contained in AB Bond's Form N-CSR for the fiscal year ended
September 30, filed with the Securities and Exchange Commission on
December 1.

AB Bond's loan to Apex Tool Group, LLC carries an interest rate of
8.098% (SOFR 1 Month + 5.25%), and is scheduled to mature on Feb.
8, 2029.

AB Bond Fund Inc. provides a broad selection of investment
alternatives to investors. It offers investment grade, corporate
bond, multi-sector, and global bond funds.  AllianceBernstein
Investments, Inc. (ABI) is the distributor of the AB family of
mutual funds. ABI is a member of FINRA and is an affiliate of
AllianceBernstein L.P., the adviser of the funds.

Apex Tool Group, LLC (ATG) manufactures tools. The Company offers
mechanics, trade, specialty tools, chains, truck boxes, jobsite
storage products, and drill chucks, as well as soldering, cutting,
motion control and air ventilation bits, torque measurement, metal
cutting, and drilling solutions. ATG serves industrial,
automobiles, aerospace, construction, and electronic markets.



ARETE REHABILIATION: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------------
Arete Rehabilitation, Inc. asks the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, for authority to use
cash collateral nunc pro tunc, to the Petition Date, in accordance
with the budget.

At the outset, the Debtor discloses that it has been using cash
collateral since the Petition Date, without Court approval. The
Debtor did so with the consent of secured creditors, Bridge
Capital-NewCo Capital Group VI, LLC and Independence Bank, an SBA
Lender. NewCo's counsel (Steven Berkovitch in New York) consented
on November 28, 2022, and Independence Bank (through two employees
with titles, Loan Portfolio Managers) consented, pre-petition.

The Debtor's rationale for the delay in filing the motion was that
its budget was, up to now, inaccurate, incomplete and would likely
have been misleading if filed weeks ago. Significant effort has
been expended over the last several weeks concerning the Debtor's
cash flow and projected budget and the Debtor advised the UST and
Subchapter V Trustee of its ongoing efforts. Pursuant to Schedule
B, the outstanding receivables are well in excess of $300 million.
NewCo is owed approximately $128,431 and Independence Bank is owed
approximately $23,644, so each of them is oversecured, and
therefore entitled to replacement liens under section 361 rather
than ongoing payments.

As a result of the COVID-19 crisis, the Debtor has experienced a
significant decline in its business. The Debtor has been forced to
shutter its businesses in New Hampshire and Pennsylvania and lay
off employees. Primarily because of this recent decline in
business, the Debtor is unable to satisfy its obligations to its
creditors and pay employees.

The Debtor has determined that by streamlining its operations, it
will be able to adapt to the changing environment caused by the
COVID-19 virus, while focusing on its strengths -- providing
physical, occupational and speech therapy to a frail, elderly (over
65) population.

As of the Petition Date, the Debtor's principal assets consisted of
approximately $336,000 of receivables owed by various health
insurance vendors in the ordinary course of business. NewCo has a
pre-petition perfected UCC lien on the Debtor's receivables.
Independence Bank has a pre-petition perfected UCC lien on
receivables as well as hard assets, such as equipment, machinery,
etc.

NewCo and Independence Bank are the only creditors asserting
secured obligations against the Debtor - NewCo in the amount of
$128,431 and Independence Bank in the amount of $23,644. Both
creditors have been consulted and both have given consent to the
use of cash collateral from the beginning of the case and going
forward.

NewCo and Independence Bank are oversecured as they not only enjoy
an equity cushion with respect to the pre-petition receivables, but
their liens extend to receivables on a rolling basis, so at any
time, their security position is consistently replenished based on
the Debtor's billing for ongoing services.

A copy of the motion is available at https://bit.ly/3j22BvG from
PacerMonitor.com.

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

The budget provides for total disbursements, on a weekly basis, as
follows:

      $13,547 for December 5, 2022;
       $6,731 for December 12, 2022;
       $4,353 for December 19, 2022; and
       $1,371 for December 26, 2022.

                    About Arete Rehabilitation

Arete Rehabilitation, Inc. -- https://www.areterehab.com/ --
specializes in older adult care, Arete Rehab provides physical,
occupational, and speech therapy services in the northeast.

Arete Rehabilitation filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
22-11661) on Nov. 15, 2022, with up to $1 million in assets and up
to $10 million in liabilities. James S. LaMontagne has been
appointed as Subchapter V trustee.

The Debtor filed a prior Chapter 11 Case in the U.S. Bankruptcy
Court for the District of New Hampshire on September 28, 2022 (Case
No. 22-10477 -BAH) which was dismissed on Nov. 10, 2022.

Judge Christopher J Panos oversees the case.

The Debtor is represented by Joshua A. Burnett, Esq. at Amann
Burnett, PLLC.



ASTRO ONE: CIM RACF Marks $1-Mil. Loan at 15% Off
-------------------------------------------------
CIM Real Assets & Credit Fund has marked its $1,000,000 loan
extended to Astro One Acquisition Corporation to market at $846,670
or 85% of the outstanding amount, as of September 30, 2022,
according to a disclosure contained in CIM RACF's Form N-CSR for
the fiscal year ended September 30, filed with the Securities and
Exchange Commission on December 6.

CIM RACF extended a Second Lien Initial Term Loan to Astro One
Acquisition Corporation.  The loan currently has an interest rate
of 3M US L + 8.50% and is scheduled to mature on September 14,
2029.

CIM RACF is a continuously offered closed-end interval fund that
seeks to invest in a mix of institutional-quality real estate and
credit assets.  The Fund's investment adviser is CIM Capital IC
Management, LLC.

Founded in 2021 and based in the US, Astro One Acquisition
Corporation is a merged entity of Petmate and Brody. Both companies
engage in the production and distribution of pet products such as
cat waste management products, toys, kennels, shelters, chews, and
feeding and watering products.



ASURION LLC: XAI OFRAITT Marks $1.1-Mil. Loan at 24% Off
--------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Term Trust has
marked its $1,104,603 loan extended to Asurion, LLC to market at
$839,498, or 76% of the outstanding amount, as of September 30,
2022, according to a disclosure contained in XAI OFRAITT's Form
N-CSR for the fiscal year ended September 30, filed with the
Securities and Exchange Commission on December 1.

XAI OFRAITT extended a Secured Second Lien Loan to Asurion, LLC.
The loan currently has an interest rate of 8.37% (1M US L + 5.25%)
and is scheduled to mature on January 20, 2029.

XAI OFRAITT is a diversified, closed-end management investment
company. The Trust seeks attractive total return with an emphasis
on income generation across multiple stages of the credit cycle.

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.



AVENTIV TECHNOLOGIES: S&P Lowers ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on U.S.-based
inmate telecommunications service provider Aventiv Technologies LLC
to 'CCC+' from 'B-', and revised the outlook to negative.

S&P said, "The negative outlook reflects our expectation that
Aventiv's operating performance will remain challenged over the
next 12 months, leading to negative free operating cash flow (FOCF)
and elevated leverage of mid-7x. The outlook also reflects that we
believe the company will face difficulty refinancing its capital
structure prior to the maturity of its revolving facility in August
2024 and first-lien term loan in November 2024."

Sustained pressure on earnings and high interest rates will result
in strained credit metrics through 2023. Through the first three
quarters of 2022, revenue was down almost 13% compared with the
prior year and adjusted EBITDA was down more than 20%. Aventiv's
customer base consists mainly of individuals with below-average
income who are impacted the most by inflation. High inflation
decreased discretionary income, leading to reduced tablet average
revenue per user (ARPU) as incarcerated individuals and their
families cannot deposit as much money in inmate spending accounts.
Additionally, correctional facility populations remain lower than
pre-pandemic numbers, which limits the total amount spent on
Aventiv's services.

S&P said, "We expect these trends to continue as S&P economists
forecast a shallow recession in 2023 which could cause the Federal
Reserve to continue to hike interest rates into mid-2023, further
damaging household purchasing power. While this will ultimately
lower inflation, we project that unemployment will rise to 4.9% in
2023 and 5.3% in 2024 (from 3.7% in 2022). This translates to
sluggish consumer spending projections of just 0.8% growth in 2023
and 1.2% in 2024 (from 2.7% in 2022). Therefore, we project
relatively flat EBITDA in 2023 for Aventiv as customer
discretionary income remains pressured."

High interest rates will likely result in negative free cash flow
over the next 12 months. While the company will benefit from
reduced capital expenditure (capex) related to tablet rollouts, S&P
expects interest rates to continue to climb, leading to increased
interest expense and pressure on cash flows. Additionally, the
company does not have any interest rate hedging instruments in
place that would help offset the cost of rising rates and any new
hedges would be costly to secure.

S&P said, "We believe the company could face difficulty refinancing
its capital structure ahead of 2024 maturities. Aventiv's revolving
credit facility comes due in August 2024 and its first-lien term
loan comes due in November 2024. Furthermore, the company's capital
structure, composed entirely of floating-rate debt, is increasingly
more expensive as the Fed continues to raise interest rates.
Capital market conditions could make refinancing the company's
capital structure challenging as a recession becomes exceedingly
likely in the next 12 months. If the company can secure funding in
this poor macroenvironment, terms would almost certainly be less
favorable compared to the current debt."

S&P continues to view increasing regulations and rate capping as a
manageable long-term risk. In May 2021, the Federal Communications
Commission (FCC) lowered the rate cap for interstate inmate calling
services to $0.12 per minute for all prisons. At the same time, the
FCC imposed the first-ever rate cap on international calls for all
jails and prisons and eliminated the separate, higher rate cap for
interstate collect calls. Most calls are now considered interstate
due to the way jurisdiction is determined, and therefore are
subject to these rate caps.

State and local municipalities could also limit rates, which could
hinder profitability over the long run. One example of this is the
$0.07 per minute rate cap for all intrastate calls put in place by
the state of California as of August 2021. However, when call rates
are capped, volumes tend to increase, and prison phone operators
can renegotiate commissions paid to prisons to maintain similar
earnings per call, although there's no guarantee the trend will
continue. As a result, if rate caps become more prevalent, we'll
need to evaluate the overall effect on prison phone operators'
earnings trajectory and credit quality.

S&P said, "The negative outlook reflects our expectation that
Aventiv's operating performance will remain challenged over the
next 12 months leading to negative FOCF and elevated leverage of
mid-7x. The outlook also reflects that we believe the company could
face difficulty refinancing its capital structure prior to the
maturity of its revolving facility in August 2024 and first-lien
term loan in November 2024."

S&P could lower the rating on Aventiv if it believes the company
faces a default in the next 12 months. This could occur if:

-- The company is unable to refinance its capital structure prior
to the 2024 maturities becoming current in November 2023;

-- Liquidity position tightens to the point S&P believes a default
is likely; or

-- Aventiv pursues a subpar debt exchange that S&P views as a
default.

S&P could raise the rating if Aventiv:

-- Generates sustained positive FOCF; and

-- Lowers and maintains leverage below 7.0x.

ESG credit indicators: E-2, S-4, G-3

Aventiv is more exposed to social risks than telecom industry peers
because it is one of two rated companies that participate in the
controversial prison phone niche. In addition to unfavorable media
coverage related to high calling rates for inmates and the
commissions facilities receive from providers, advocacy and civil
rights groups have been calling on government leaders to address
perceived price gouging.

As a result, Aventiv announced a realignment of the business to
diversify away from phone calls toward newer technology, which
involves execution risk as profitability is reduced to fund new
tablet installations. Conversely, this pivot could also alleviate
some of the public outcry against prison phone operators as
enhanced technology may improve inmate quality of life.

S&P said, "We capture the risks associated with increased political
pressure that could result in more regulation, prison reform that
could reduce the number of inmates, shifting revenue streams, and
uncertain return on investment in our competitive position
assessment of weak. We believe the FCC could further lower the rate
caps for interstate calls. However, state and local governments
would need to implement rate caps on an individual basis for
intrastate calls (the majority of Aventiv's services) because the
FCC does not have that authority. While this isn't likely at once,
it presents a threat to the company's business model, in our
opinion."

Furthermore, there is a push by advocacy groups toward free calls
for inmates, funded by local governments, which New York City and
San Francisco recently adopted. If this model becomes more widely
adopted and local governments negotiate lower rates, it could have
a longer-term impact on profitability.

Finally, as social factors become more prominent on the minds of
investors, it could make it more difficult for Aventiv to refinance
debt when it comes due in several years if the pool of potential
lenders shrinks. While this is true for other issuers as well, S&P
believes it could be even more relevant to Aventiv given its
elevated financial leverage.

Governance is a moderately negative consideration. S&P's 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 its view of most rated entities
owned by private-equity sponsors. S&P's assessment also reflects
their generally finite holding periods and a focus on maximizing
shareholder returns.



AVSC HOLDING: XAI OFRAITT Marks $805,500 Loan at 19% Off
--------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Term Trust has
marked its $805,556 loan extended to AVSC Holding Corp to market at
$649,817, or 81% of the outstanding amount, as of September 30,
2022, according to a disclosure contained in XAI OFRAITT's Form
N-CSR for the fiscal year ended September 30, filed with the
Securities and Exchange Commission on December 1.

XAI OFRAITT extended a Secured Second Lien Loan to AVSC Holding
Corp.  The loan currently has an interest rate of 10.06% (3M US L +
7.25%) and is scheduled to mature on September 1, 2025.

XAI OFRAITT is a diversified, closed-end management investment
company. The Trust seeks attractive total return with an emphasis
on income generation across multiple stages of the credit cycle.

AVSC Holding Corp. operates as a holding company. The Company,
through its subsidiaries, provides commercial support services.



BERTUCCI'S RESTAURANTS: Closes 2 NH Sites After Chapter 11 Filing
-----------------------------------------------------------------
KC Downey of WMUR9 reports that there is just one Bertucci's
restaurant left in New Hampshire after two more restaurants -- in
Manchester and Salem -- abruptly closed after the restaurant chain
filed for Chapter 11 bankruptcy in federal court.

In the filing, the chain's parent company cited the impact of
COVID-19 and inflation, saying both led to a decline in sales and
an increase in expenses. In the fiscal year 2021, the chain
sustained an operating loss of $14 million and a net loss of $7.2
million.

A Bertucci's employee who wishes to remain anonymous said staff
found out the Mall of New Hampshire location was permanently
closing during a meeting Monday morning.

"I was pretty blindsided," the employee said. "I didn't think that
was what the meeting was going to be about. I expected it to be
about how we were going to make the holiday push."

According to the company’s store location listing, the restaurant
on Amherst Street in Nashua is the only location left in the
Granite State. It is still open every day at 11 a.m.

Employees were offered a severance package or a transfer to the
Nashua location.

                  About Bertucci's Restaurants

Bertucci's Restaurants LLC -- https://www.bertuccis.com -- doing
business as Bertucci's Brick Oven Pizza & Pasta, is an American
chain of restaurants offering pizza and Italian food.

Bertucci's Restaurants LLC filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-04313) on Dec. 5, 2022.  In the petition filed by Jeffrey C.
Sirolly, as secretary, the Debtor reported assets between $10
million and $50 million and liabilities between $50 million and
$100 million.

The Debtor is represented by:

    R Scott Shuker, Esq.
    Shuker & Dorris, P.A.
    4700 Millenia Blvd., Ste. 400
    Orlando, FL 32839


BH FROZEN WHEELS: Taps Genovese Joblove & Battista as Legal Counsel
-------------------------------------------------------------------
B"H Frozen Wheels, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Genovese
Joblove & Battista, P.A. to serve as legal counsel in its Chapter
11 case.

The firm's services include:

   (a) advising the Debtor regarding its powers and duties in the
continued management and operation of its business and properties;

   (b) attending meetings and negotiating with representatives of
creditors and other parties, and advising the Debtor regarding the
conduct of the case, including all of the legal and administrative
requirements of operating in Chapter 11;

   (c) advising the Debtor in connection with any contemplated
sales of assets or business combinations;

   (d) advising the Debtor regarding post-petition financing, cash
collateral arrangements, pre-bankruptcy financing arrangements, and
emergence financing and capital structure;

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

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

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

   (h) preparing legal papers;

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

   (j) attending meetings with third parties and participating in
negotiations;

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

   (l) other necessary legal services.

Genovese will be paid at hourly rates ranging from $300 to $695 and
will receive reimbursement for its out-of-pocket expenses. The firm
received a retainer of $80,000 from the Debtor.

Glenn Moses, Esq., a partner at Genovese, 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:

     Glenn D. Moses, Esq.
     Genovese Joblove & Battista, P.A.
     100 SE 2nd Street, Suite 4400
     Miami, FL 33131
     Tel: (305) 349-2300
     Email: gmoses@gjb-law.com

                     About B"H Frozen Wheels

Miami-based B"H Frozen Wheels, LLC filed its voluntary petition for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18641) on Nov.
7, 2022, with up to $50,000 in assets and $10 million to $50
million in liabilities. Issac Halwani, manager, signed the
petition.

Judge Laurel M. Isicoff oversees the case.

Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A. serves
as the Debtor's legal counsel.


BLACKBRUSH OIL: S&P Affirms 'CCC+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on San
Antonio, Texas-based exploration and production (E&P) company,
BlackBrush Oil & Gas L.P. and its 'B' issue-level rating on its
term loan. S&P's '1' recovery rating on the term loan is unchanged,
indicating its expectation for very high (90%-100%; rounded
estimate: 95%) recovery of principal in the event of a payment
default.

S&P's outlook is stable, reflecting our expectation of modest free
cash flow in 2023, an increase in production, and no near-term debt
maturities.

BlackBrush has a small production and reserve base and relatively
high nonoperated exposure.

S&P said, "We assess BlackBrush's business risk as vulnerable. It
is one of the smallest E&P companies we rate, with expected
production of about 11,000 barrels of oil equivalent per day
(boe/d) in 2022, increasing to approximately 20,000 boe/d in 2023
under our base-case assumptions. The company's reserve base was
approximately 55 million boe at year-end 2021. BlackBrush has
several acreage positions across South Texas and Louisiana in the
Eagle Ford Basin in Karnes County, Texas; McMullen and LaSalle
counties, in the South Texas Scout (STS) area; Frio and LaSalle
counties, Texas (Frio area); the Eagle Ford in Maverick and Zavala
counties, Texas (Chittim area); East Texas' Giddings Field; and
Central Louisiana in an emerging Austin Chalk play. Most of the
company's 2022 and 2023 production and capital spending will come
from Karnes County and its STS areas."

Despite limited capital resources and liquidity, S&P expects
production to increase in 2023.

BlackBrush does not have access to a credit facility and must rely
solely on cash on hand and operating cash flow to drive capital
spending and resulting production. BlackBrush entered into a $35
million term loan agreement (not rated) in the first quarter of
2022 to help finance development in its Karnes County acreage. S&P
expects the company to continue to explore other sources of
financing including the potential for a DrillCo and/or forward
proved developed producing asset sales. Management has indicated
there is opportunity to continue negotiations into agreements that
would provide for additional optionality to fund an increased
drilling operation as it operates one rig for production in its
Karnes and STS acreage.

S&P assesses BlackBrush's financial risk as highly leveraged based
on its private equity ownership and its adjusted debt metrics.

The company is majority owned by numerous financial sponsors
including Bain Capital Credit L.P., CVC Credit Partners, Orix
Finance Group, Tennenbaum Capital Partners LLC, Riverstone Capital
Management LLC, and Ares. S&P said, "Additionally, we give no
equity content to the company's $225 million preferred equity,
which we include as debt in our financial calculations. Including
S&P Global Ratings' adjustments, we forecast funds from operations
(FFO) to debt above 50% in 2023 and debt to EBITDA of about 1.5x-2x
in 2023. We expect modest free cash flow generation in 2023."

The stable outlook reflects S&P's expectation of modest free cash
flow in 2023, with increased expected production in 2022 and 2023
after a decrease in 2021. Additionally, BlackBrush has no near-term
debt maturities and low annual interest expense.

S&P could lower the rating if:

-- BlackBrush's liquidity weakens; and

-- S&P expects it cannot meet its financial obligations.

Such a scenario is possible if commodity prices decrease below
S&P's expectations for a sustained period or the company increases
capital expenditure above our expectations.

While unlikely in the near term, an upgrade would require
BlackBrush to:

-- Increase its size and scale closer to those of 'B' category
peers; and

-- Maintain adequate liquidity.

ESG credit indicators: E-4, S-2, G-3

S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of BlackBrush because the E&P industry
contends with an accelerating energy transition and adoption of
renewable energy sources. We believe falling demand for fossil
fuels will lead to declining profitability and returns for the
industry as it fights to retain and regain investors that seek
higher return on investment. Governance is a moderately negative
consideration, as is the case for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of controlling owners. This reflects the
generally finite holding periods and a focus on maximizing
shareholder returns."



BLUE TREE: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Blue Tree Holdings, Inc. and its operating subsidiaries
Bamberger Polymers Corp. and Ravago Holdings America, Inc. at
'BB-'. Fitch has also affirmed the Long-Term issue ratings of Blue
Tree's ABL at 'BB+'/'RR1' and TL-B at 'BB+'/'RR2'. The Rating
Outlooks remain Stable.

The 'BB-' rating reflects the company's leading position in polymer
distribution, its flexible and scalable operating model, solid FCF
generation, strong relationship with suppliers, and commodity
exposure.

The Stable Outlooks reflect Fitch's expectations of continued
volumetric stability and stable cash generation throughout the
forecast horizon. To the extent that the company applies its
consistently positive cash flow toward reducing its ABL balance,
bolt-on M&A, and growth capex related to strengthening its
value-add offerings, Fitch believes that Blue Tree's operating
profile will remain strong and its credit risk manageable
throughout the ratings horizon.

KEY RATING DRIVERS

Normalizing Earnings, Strong FCF: Blue Tree's operating performance
is projected to normalize over the near-term as petrochemical
market conditions tighten, after realizing outsized EBITDA margins
and FCF generation due to dramatic increases in distributed
polyethylene and polypropylene product pricing from 2H20 through
1H22. Fitch's forecast points to polymer pricing declining towards
normal levels through 2H22 and 2023 as new capacity leans the
market towards balance and demand continues to decline from recent
highs, leading to earnings performance more consistent with
historical results for Blue Tree and its operating subsidiaries.

Despite the prospects for weakening revenues and EBITDA generation,
Blue Tree is expected to correspondingly benefit from sizable
working capital releases through 2023. Fitch projects around $200
million in total working capital releases through 2022 and 2023,
driving substantial FCF generation of around $275 million on
average over the same period.

Growth-Focused Capital Allocation: Fitch expects Blue Tree to
prudently balance capital allocation priorities between gross debt
reduction, accelerating M&A activity, and various capital projects
over the ratings horizon. Notably, with around $75 million in ABL
borrowings outstanding as of Dec. 8, 2022, and expectations for
borrowings to range around $75 million and $150 million through
4Q22, Fitch would like to primarily see a demonstrated commitment
to gross debt reduction over the near-term, given the prospects for
declining EBITDA over the medium-term.

Supported by substantial FCF generation projected through the
forecast horizon, Fitch recognizes that Blue Tree retains
meaningful financial flexibility for accelerating acquisition
spending and margin-accretive growth capex projects. Fitch assumes
that any leveraging transaction will be followed up with a
prioritization toward gross debt reduction back within management's
targeted range.

Fragmented Market Provides Opportunity: Benefiting from size, scale
and diversification within polymers, Blue Tree is better able to
navigate logistical challenges and counterparty risk than smaller
competitors. The global chemical distribution market is highly
fragmented, with an estimated market size of roughly $200 billion
and where the top two distributors account for only about 10% of
the market. Fitch believes that the company is likely to continue
to pursue value-add services like packaging and storing, as well as
adjacent capabilities, in order to position itself as a clear
low-cost option for major petrochemical suppliers.

Sustainable Market Leadership: Blue Tree's strong relationship with
suppliers allowed them to capture a relatively larger proportion of
supply than many of its competitors, and as a result the company
was able to grow share throughout 2020, 2021, and 1H22. During the
global financial crisis, the company generated strong FCF despite
adverse macroeconomic cycles and volatile raw material prices due
in large part to its countercyclical working capital profile.

Solid, Stable FCF: Blue Tree's strong relationships with customers
and countercyclical working capital have resulted in strong, stable
cash generation through the cycle. The company's manufacturing
capabilities add value on both the supplier and consumer side,
which alongside the company's disciplined approach to capital
deployment are supportive of the company's credit profile. Fitch
believes that Blue Tree will allocate cash flow toward a
combination of capital projects and bolt-on acquisitions which
expand the company's value-add services, and debt reduction (most
likely through ABL paydown) such that they can comfortably operate
with total debt with equity credit/operating EBITDA of around
3.5x.

Parent-Subsidiary Linkage Considerations: Under its
parent-subsidiary linkage criteria, Fitch has equalized the IDRs of
Blue Tree Holdings, Inc. and its operating subsidiaries Bamberger
Polymers Corp. and Ravago Holdings America, Inc. at 'BB-.' The
equalization reflects open legal ring-fencing and open access &
control between the stronger subsidiaries and Blue Tree.

DERIVATION SUMMARY

Blue Tree is the largest North American polymer distributor in a
fragmented industry. Relative to Univar Solutions, Inc.
(BB+/Positive), Blue Tree is smaller, with a narrower product
portfolio. Beyond chemicals, Fitch compares Blue Tree to IT
distributor Arrow Electronics, Inc. (BBB-/Stable), and metals
distributor Reliance Steel and Aluminum Co. (BBB+/Stable).

Each of these distributors benefits from significant size, scale
and diversification compared with peers within their markets. Fitch
believes the fragmented nature of, and potential for, continued
outsourcing within chemicals distribution provides distributors
like Blue Tree and Univar a unique opportunity to increase market
share and capture potential market expansion.

Fitch views cash flow risk within the distribution industry as
relatively low compared with chemicals producers, given the limited
commodity price risk, diversification of customers and end-markets,
low annual capex requirements of 1%-2% annually, and working
capital benefits in the current down cycle. While technology and
metals distribution market risks differ, the overall operating
performances and cash flow resiliency are similar, with FCF margins
for these distribution peers averaging in the low-to-mid-single
digits over the past five years.

Fitch expects a more normalized price environment coupled with
management directing cash flows toward modest gross debt reduction
and bolt-on M&A to lead to gross leverage of around 3.5x. Fitch
views this leverage profile to be consistent with 'BB-' rating
tolerances.

KEY ASSUMPTIONS

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

- Gradually lower polymer pricing as market supply issues
alleviate, while volume growth is modest due to normalized demand
levels;

- Margins normalize towards historical levels;

- Solid FCF generation throughout forecast, supported early in the
forecast by countercyclical working capital;

- FCF allocated primarily toward bolt-on M&A and gross debt
reduction.

RATING SENSITIVITIES

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

- Gross debt reduction and steady EBITDA growth, leading to EBITDA
Leverage durably below 3.25x;

- Continued investment in additional product lines and ancillary
services, further strengthening relationships with suppliers and
customers;

- Demonstrated ability to generate solid FCF during periods of
depressed earnings;

- Demonstrated track record of adherence to capital allocation
priorities and financial policy targets.

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

- Harsher than expected competition and/or poor cost control
efforts, leading to EBITDA Leverage durably above 3.75x;

- Deterioration in the company's relationships with suppliers,
leading to eroding market share;

- Continually strained operating environment, leading to a strained
earnings profile and reductions in the borrowing base, resulting in
pressured liquidity;

- More aggressive than expected financial policy, representing a
departure from historical norms.

LIQUIDITY AND DEBT STRUCTURE

Upsized Liquidity: Blue Tree recently exercised the accordion under
its ABL Credit Agreement, increasing total commitments from $870
million to $1.2 billion and extending the maturity date to 2027.

Blue Tree faces limited maturities until the ABL matures in 2027,
followed by the term loan in 2028. While the $1.2 billion ABL is
expected to be around 12%-18% utilized through 4Q22, Fitch
anticipates near-term working capital inflows to be applied toward
ABL debt repayment which, in addition to solid forecasted FCF
generation, should support a sufficient liquidity profile for the
company.

Although Blue Tree's existing $250 million note with its parent,
Ravago S.A., is set to mature in September 2023, Fitch's forecast
assumes Blue Tree will extend the note's maturity given a strong
relationship with its parent.

ISSUER PROFILE

Blue Tree Holdings, Inc., a subsidiary of Ravago S.A. and the
parent company of Ravago Holdings America, Inc. and Bamberger
Polymers Corp., is a leading polymer and chemical distribution
company and provider of value-added services, working with leading
suppliers worldwide. Blue Tree is the largest company in the highly
fragmented U.S. polymer market. Ravago provides value-add services
such as blending, mixing, and formulating.

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
   -----------             ------        --------   -----
Ravago Holdings
America, Inc.       LT IDR BB-  Affirmed              BB-

Bamberger
Polymers Corp.      LT IDR BB-  Affirmed              BB-

Blue Tree
Holdings, Inc.      LT IDR BB-  Affirmed              BB-

   senior secured   LT     BB+  Affirmed    RR1       BB+

   senior secured   LT     BB+  Affirmed    RR2       BB+


BUFFALO STATION: Hits Chapter 11 With Affiliates
------------------------------------------------
Buffalo Station LLC along with affiliates Premier 82, LLC,
Remington Station, LLC, Ventura Heights, LLC, and Windsor at 82nd
for Pinewood, LLC filed for chapter 11 protection in the Northern
District of Texas.  

The Debtors have sought court approval to jointly administer their
Chapter 11 cases.  They explained that the liabilities of the
Debtors substantively overlap, thus it would be difficult to
propose a plan of reorganization in the cases without them being
jointly administered.

According to court filings, Buffalo Station estimates between $1
million and $10 million in debt owed to 1 to 49 creditors.  The
petition states that funds will be available to unsecured
creditors.

                    About Buffalo Station

Buffalo Station LLC -- https://buffalostationapts.com/ -- doing
business as Winchester, is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)).

Buffalo Station LLC filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-42943) on Dec. 5,
2022.  Its affiliates also sought Chapter 11 protection: Premier
82, LLC (Case No. 22-42944), Remington Station, LLC (Case No.
22-42945), Ventura Heights, LLC (Case No. 22-42948), and Windsor at
82nd for Pinewood, LLC (Case No. 22-42950).

In the petition filed by Bo Fontana, as managing member, Buffalo
Station reported assets and liabilities between $1 million and $10
million.

The Debtors are represented by:

   Joyce W. Lindauer
   Joyce W. Lindauer Attorney, PLLC
   330 Madeline Lane
   Burleson, TX 76028


CAPITAL REGION MEDICAL: Moody's Lowers Revenue Bond Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Capital Region Medical
Center's (MO) (CRMC) revenue bond rating to Ba2 from Baa2. The
outlook has been revised to negative from ratings under review.
This action concludes Moody's rating review for possible downgrade
that was initiated on September 29, 2022. The system had
approximately $41 million of debt outstanding as of fiscal year end
2022.

RATINGS RATIONALE

The downgrade to Ba2 reflects the material recent deterioration of
unrestricted cash due to several one-time events in 2022, along
with sector-wide operational challenges facing CRMC. Operating
headwinds will include elevated labor and supply costs, which have
been exacerbated by the on-going pandemic. Moody's expects
liquidity to remain very weak through FYE 2023, with days cash on
hand likely to remain around 60 days, reflecting levels that are
materially weaker than prior expectations. The rapid deterioration
of liquidity is both due to unprecedently high expenses in recent
months, and several materially unfavorable one-time events in
fiscal 2022, including a cyber breach, IT implementation issues and
default of payment from a major contract. The rating anticipates
CRMC's ability to secure a forbearance agreement from a majority of
bondholders as the required debt service coverage of 1.25 times is
not expected to be met for fiscal 2022 when the audited financial
statements are delivered. CRMC has onboarded a consultant to comply
with the bond documents and assist with operational improvement
plans.

Factors supporting the Ba2 include the system's integrated
relationship with the University of Missouri Health System (MU
Health), which will provide payor leverage and the ability to
access a vast network of clinical resources, despite CRMC's smaller
enterprise base. Favorably, CRMC's all fixed rate debt structure
will limit future calls on capital. Lastly, demand for services
will remain strong given CRMC's focused outpatient growth
strategies. CRMC will, however, continue to face competition for
volumes given nearby competitors.

RATING OUTLOOK

The negative outlook reflects material and multiple risks that
could result in greater than expected operating losses and cash
declines during 2023 and beyond. Weaker than expected operating
cash flow margins in fiscal 2023, which CRMC projects to be in the
2.0% - 3.0% range, a further decline in unrestricted cash and
investments (excluding Medicare accelerated payments) or failure to
receive a forbearance agreement with a majority of bondholders will
likely pressure the rating further.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING

Sustained strengthening of operating margins

Material improvement in leverage measures

Meaningful and sustained growth in liquidity

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING

Failure to receive a forbearance agreement from a majority of
bondholders

Inability to stem cash declines in line with recovery plans

Failure to show traction on operating cash flow margin improvement
plan

Additional increases in debt

Material change in relationship with MU Health

LEGAL SECURITY

The 2020 bonds are an obligation of CRMC, secured by unrestricted
gross revenues. While the University of Missouri-Columbia Medical
Alliance is the sole member and controlling entity of CRMC, neither
the University nor the University of Missouri Health System are
obligated on CRMC bonds.

The privately placed 2017 bonds (unrated) are on parity with the
series 2020 bonds.

The required debt service coverage of 1.25 times is not expected to
be met for fiscal 2022 when the audited financial statements are
delivered; CRMC has onboarded a consultant to comply with the bond
documents and assist with operational improvement plans.
Additionally, CRMC is seeking a forbearance agreement from a
majority of bondholders.

PROFILE

Capital Region Medical Center is a 114 bed hospital, two campus
hospital system, located in Jefferson City, MO, the capital of
Missouri. The system operates numerous medical clinics and
outpatient facilities throughout the surrounding eight county
area.

METHODOLOGY

The principal methodology used in this rating was Not-For-Profit
Healthcare published in December 2018.


CELSIUS NETWORK: Plan Filing Deadline Extended to Feb. 15
---------------------------------------------------------
Christian Nwobodo of CryptoSlate reports that embattled crypto
lender Celsius has received approval from the bankruptcy court to
extend its timeline for submitting a chapter 11 reorganization plan
until Feb. 15, 2023.

Celsius which filed for bankruptcy on July 13, had asked the court
to extend its exclusivity period so it can explore
"value-maximizing" options before submitting its reorganization
plan.

After due consultation, Judge Martin Glenn approved Celsius’
exclusivity period until Feb. 15, 2023. Within this period, Celsius
expects to develop a stand-alone business and explore other
valuable opportunities for its restructuring.

Celsius had tried to raise funds from investors and sell gains from
its mining business, however, its efforts in no way near the $4.7
billion it owes to creditors.

            Celsius set to sell stablecoins worth $23M

Prior to filing for bankruptcy, Celsius reportedly held eleven
different forms of stablecoin which totaled about $23 million.  In
a Sept. 15 filing, it asked for approval to sell the stablecoins so
as to generate more liquidity to keep its business operations
going.

According to the Dec. 6 update, Celsius added that it was expecting
the judge's verdict for the stablecoin sales, anytime from next
week.

                      Celsius auction underway

Celsius had received approval to sell off its remaining assets by
the end of December 2022.

So far, Galaxy Digital has emerged as a winner for one of Celsius'
subsidiaries. The leading asset manager acquired self-custody
solution firm GK8.

All winning bids will be approved by the bankruptcy court on Dec,
22, during Celsius's final sales hearing.

                        About Celsius Network

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

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

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

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

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

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

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

The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto is the claims agent and administrative
advisor.

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

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


CENTURY ALUMINUM: Unit Secures US$90M Loan Commitment From Glencore
-------------------------------------------------------------------
Century Aluminum Vlissingen B.V., a wholly owned subsidiary of
Century Aluminum Company, entered into a facility agreement dated
as of Dec. 9, 2022 with Glencore International AG pursuant to which
Vlissingen may from time to time borrow up to an aggregate of
US$90,000,000 in one or more loans at a fixed interest rate equal
to 8.75% per annum and payable on Dec. 2, 2024.  

As disclosed in A Form 8-K filed with the Securities and Exchange
Commission, Vlissingen's obligations under the Facility Agreement
are secured by liens on the ground lease on which Vlissingen's
facilities are located, Vlissingen's moveable assets, financial
assets, receivables and other assets, and Vlissingen's shares.  The
Facility Agreement contains customary covenants, including with
respect to mergers, guarantees and preservation and dispositions of
assets.  The availability period for borrowings under the Facility
Agreement ends Dec. 2, 2024.  Amounts drawn, if any, under the
Facility Agreement are expected to be used for general corporate
and working capital purposes of Century and its subsidiaries.

As of Sept. 30, 2022, the parent of Glencore, Glencore plc, and its
affiliates beneficially owned 42.9% of Century's outstanding common
stock.  From time to time Century and Glencore plc and its
affiliates enter into various transactions for the purchase and
sale of primary aluminum, purchase and sale of alumina, and certain
forward financial contracts, as described in Century's annual and
quarterly reports filed with the Securities and Exchange
Commission.

                  About Century Aluminum Company

Century Aluminum Company -- http://www.centuryaluminum.com-- owns
primary aluminum capacity in the United States and Iceland.

Century Aluminum reported a net loss of $167.1 million for the year
ended Dec. 31, 2021, a net loss of $123.3 million for the year
ended Dec. 31, 2020, a net loss of $80.8 million for the year ended
Dec. 31, 2019, and a net loss of $66.2 million for the year ended
Dec. 31, 2018.  As of Sept. 30, 2022, the Company had $1.58 billion
in total assets, $406.1 million in total current liabilities,
$660.9 million in total noncurrent liabilities, and $516.6 million
in total shareholders' equity.


CLEAN ENERGY: Closes $192K Funding Agreement With 1800 Diagonal
---------------------------------------------------------------
Clean Energy Technologies, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that it has closed a
securities purchase agreement with 1800 Diagonal Lending, LLC,
dated Dec. 5, 2022, and issued a convertible note to Diagonal in
the aggregate principal amount of $191,526 (including an original
issue discount of $19,760).  The SPA contains customary
representations and warranties by the Company and Diagonal.  A
portion of the proceeds from the sale of the Note will be used to
satisfy all under an existing note with Diagonal and the remainder
for working capital purposes.

The Note will mature on Dec. 5, 2023, Note carries an interest rate
of ten percent per annum paid upon issuance.  The Company has the
right to prepay the Note without penalty.  Following an event of
default, and subject to certain limitations, the outstanding amount
of the Note may be converted into shares of Company common stock.
Amounts due under the Note would be converted into shares of the
Company's common stock at a conversion price equal to 70% of the
lowest trading for the 5-trading days immediately preceding the
date of conversion.  In no event may the lender effect a conversion
if such conversion, along with all other shares of Company common
stock beneficially owned by the lender and its affiliates would
exceed 4.99% of the outstanding shares of Company common stock.  In
addition, upon the occurrence and during the continuation of an
event of default the Note will become immediately due and payable
and the Company shall pay to the lender, in full satisfaction of
its obligations thereunder, additional amounts as set forth in the
Note.

                        About Clean Energy

Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.

Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2015, issued a "going concern"
qualification in its report dated April 15, 2022, citing that the
Company has an accumulated deficit, net losses, and working capital
deficit from operations.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


CONSOL ENERGY: S&P Upgrades ICR to 'B', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Consol Energy
Inc. to 'B' from 'B-'.

S&P said, "Concurrently, we raised our issue-level rating on the
company's senior secured debt to 'BB-' from 'B+' and on Consol's
second-lien debt to 'B' from 'B-'. The '1' recovery rating on the
senior secured debt is unchanged. We revised the recovery rating on
the second-lien debt to '3' from '4'.

"The stable outlook reflects our expectation that favorable thermal
coal prices with unexpectedly strong demand could continue to spur
strong cash flow generation for Consol over the next 12 – 18
months."

Favorable thermal coal markets could continue to spur strong cash
flow generation for Consol in the next 12-18 months. Demand for
thermal coal remains resilient as the price of natural gas, a
substitute, remains elevated beyond 2019 and 2020 levels. As a
result, Consol's contracted positions for 2023 and 2024 improved to
21.8 million (83%) and 8.8 million (33%) short tons, respectively.
The API-2 forward curve, one of the company's pricing benchmarks,
also points toward sustained thermal coal prices of more than $200
per metric ton (/mt) over the next 12–24 months. In such a
scenario, S&P expects Consol would generate free operating cash
flows (FOCF) of $500 million-$600 million annually in 2022 and
2023, after accounting for capital expenditures of $140
million-$190 million. These high levels of FOCF provide Consol with
the flexibility to return some cash to shareholders while it
continues to reduce debt.

Consol successfully extended the maturities of its credit
facilities, thereby alleviating near-term refinancing risk issues.
Specifically, the company amended and extended its revolving credit
facility through July 2026, although the total commitment reduced
to $260 million from $400 million. Consol also amended and extended
its A/R securitization facility through July 2025. The extension of
these facilities provides additional liquidity support for Consol
and is a favorable indicator of its ability to access capital
markets, which has been hampered by investors' focus on
environmental, social, and governance (ESG) factors and thermal
coal's high greenhouse gas emissions (GHG). The company's nearest
maturity is in September 2024 when Consol's term loan B, with a $88
million balance outstanding as of Dec.12, 2022, is due.
Year-to-date Dec 12, 2022, the company has repaid $150 million on
this loan and we anticipate it could be paid off before maturity,
given Consol's commitment to deleverage and our projection of
robust FOCF generation in 2023. The maturing debt in 2025 will be
the second-lien notes and the Maryland Economic Development Corp.
(MEDCO) revenue bonds, with $99 million and $103 million
outstanding, respectively, as of Dec. 12, 2022.

S&P said, "The stable outlook reflects our expectation that Consol
will continue to generate solid cash flows, benefitting from
favorable thermal coal prices and demand as it funds a range of
obligations that include debt service and environmental
remediation. We expect the company will use excess cash flows to
fund shareholder distributions and pay down debt as it continues to
optimize its balance sheet.

"We could lower our ratings on Consol if leverage approaches 5x.
This could occur if an operational disruption at its Pennsylvania
Mining Complex (PAMC) curtails production and its ability to fulfil
its contracts.

"We could raise our ratings on Consol if it continues its voluntary
debt payment while maintaining the current earnings momentum. In
such a scenario, we would expect adjusted leverage sustained below
2x at current prices. Furthermore, a higher rating likely depends
on a persistence in demand from a range of cash flow sources to
offset the long-term decline in U.S. thermal coal demand."

ESG credit indicators: E-5, S-3, G-2

S&P said, "Environmental factors are a very negative consideration
in our credit rating analysis of Consol, since the company's U.S.
utility customers are on a steady path to reaching net zero GHG
emissions over the next couple of decades. Consol is primarily a
thermal coal producer in the U.S. selling thermal and crossover met
coal to domestic and international utilities as well as industrial
customers. We expect renewable and natural gas power generation
will continue to displace coal-fired generation in the U.S.
Furthermore, Consol could face limited access to capital markets
because major financial and investment companies have decreased or
committed to divest of their coal holdings." Partially offsetting
the risk of credit deterioration over time is Consol's low-cost,
high-quality asset base as well as a shift toward industrial
customers and international coal markets.

Social factors are a moderately negative consideration since the
company has to comply with stringent environmental and safety
regulations and is obligated to satisfy reclamation and other
long-term obligations related to coal mining operations.



CUSTOM ALLOY: Seeks $945,602 DIP Loan from Equipment Depot
----------------------------------------------------------
Custom Alloy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for authority to
obtain postpetition purchase money financing pursuant to Bankruptcy
Code Section 364(d) and Bankruptcy Rule 4001(c) for the purchase of
certain equipment from Equipment Depot of Pennsylvania, Inc.

The Debtor seeks to enter into a Supplier Development Fund
Agreement pursuant to which Electric Boat Corporation will be
granted a senior secured postpetition purchase money security
interest in certain equipment, described as a SANY Heavy Forklift
Model SCP500H4 and ordered by the Debtor from Equipment Depot of
Pennsylvania, Inc.

The Debtor seeks to borrow $945,602 on an interim and then a final
basis for the purchase of the SDF Truck.

The Debtor needs the SDF Truck to fulfill its contracts with
Electric Boat; and the Debtor's contracts with EB are critical to
the national defense. The funding for the SDF Truck derives from a
special program established by the United States Navy in connection
with the 2019 and 2020 National Defense Authorization Act. Under
the SDF program, the Navy has provided certain funding to EB to
distribute to its subcontractors; and the recipients of the funds
are required to grant EB a lien in the acquired equipment.

EB has indicated a willingness to provide the Debtor with certain
financing commitments but solely on the terms and conditions set
forth in this Order and the SDF Credit Documents.

As adequate protection, EB will be granted a valid, enforceable,
unavoidable, and fully perfected security interest in and lien and
mortgage on the SDF Truck.

A hearing on the matter is set for December 15, 2022, at 11:30
a.m.

A copy of the motion is available at https://bit.ly/3Pq3Ctx from
PacerMonitor.com.

A copy of the proposed order is available at https://bit.ly/3V9TeaJ
from PacerMonitor.com.

                  About Custom Alloy Corporation

Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings & forgings, predominantly for
customers requiring time-critical maintenance or repair.

The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on October 13,
2022. In the petition signed by Adam M. Ambielli, CEO and
president, the Debtor disclosed up to $50 million in assets and up
to $100 million in liabilities.

Judge Michael B. Kaplan oversees the case.

Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
is the Debtor's counsel.


CWT TRAVEL: Fitch Affirms CCC LongTerm Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed CWT Travel Group, Inc.'s 'CCC' Long-Term
Issuer Default Rating (IDR). In addition, Fitch has also affirmed
the 'CCC' IDR for co-borrowers CWT US, LLC, CWT UK Group Ltd, and
CWT Beheermaatschappij BV (collectively, CWT).

Concurrently Fitch has affirmed the 'B'/'RR1' rating to CWT's
senior secured credit facility and the 'B-'/'RR2' rating to CWT's
senior secured notes. There are no Rating Outlooks.

The 'CCC' IDRs reflects the potentially elongated recovery in
global corporate travel stemming from current macroeconomic
pressures. While CWT has seen a meaningful top-line rebound this
year with dissipating cash-burn, liquidity could become challenged
again should travel volumes recover softer than expected to
stagnate. A track record of neutral or positive EBITDA and adequate
liquidity continue to remain as catalysts for rating upgrade.

KEY RATING DRIVERS

Macro Headwinds Elongates Recovery: Per Global Business Travel
Association's industry reports, business travel saw a meaningful
rebound in 2022 with global transaction value reaching roughly
two-thirds of 2019 levels. While Fitch expects pandemic-related
challenges to dissipate, Fitch anticipates macro headwinds to
negatively impact the timing and pace of business travel's
recovery.

Traditionally, the industry has shown a moderate degree of
cyclicality due to demand volatility stemming from economic cycles
or external shocks. Risk of softer near-term demand and ultimately
an elongated industry recovery is further heightened when
considering the prevailing trend of new workforce dynamics and
proliferation of virtual/remote work environment post-pandemic.
Fitch believes total transaction value of the industry will fully
regain 2019 levels by 2025.

Liquidity at Inflection Point: Fitch estimates CWT to have roughly
$90 million in total liquidity (cash plus revolver availability) at
YE 2022. As expected, the company's liquidity buffer has declined
since late 2021, but cash-burn has noticeably improved in 2H22.
Fitch continues to believe that CWT has sufficient liquidity until
and assuming its operating cash flow turn neutral by 2H23 and
become positive thereafter. CWT's 'CCC' IDR reflects the potential
liquidity risk should travel volume prove out to be significantly
softer than expected in near term.

Margin Improvement on the Horizon: Inflation and the initial
ramp-up cost, especially in areas of labor, have weighted on CWT's
margins as revenues recovered. Fitch expects CWT's margins to
improve meaningfully as revenues continue to normalize and its
restructuring efforts become more visible. Leverage continues to
remain irrelevant at current rating, but appears promising given
the new capital structure in combination with forecasted margin
improvement above the pre-pandemic levels. Long term, CWT could be
upgraded into the 'B' IDR category as operations continue to
recover and liquidity no longer becomes the primary driver of its
rating. Fitch's base case forecasts leverage approaching 4.7x by
2024.

Company Diversification: CWT is diversified from a geographic,
customer and contract type perspective, helping to moderate an
impact from cyclical travel pressures (excluding idiosyncratic
shocks like the pandemic). A majority of revenue is generated in
the Americas and EMEA, with a growing presence in Asia. No single
customer comprises a meaningful portion of total revenue, and CWT's
business clients are also diversified across industries.

The company structures its contracts as either transaction
fee-based (roughly two-thirds of revenue) or management fee-based,
with the latter somewhat supporting cash flows in the event of
travel volume declines. Positively, CWT has exposure to government
and military travel, which is recovering at a faster pace than
corporate travel.

DERIVATION SUMMARY

CWT is a global operator in business travel management services
with historically moderate leverage. Its closest peer is Amex GBT
(NPR), which operates in the same travel vertical. The closest
Fitch-rated public peer is Expedia Inc. (BBB-/Stable), which
provides business-to-consumer travel services primarily to
individuals and is more exposed to leisure travel.

Leisure travel saw a strong rebound during 2022 with major OTAs
recording record-level gross bookings. This contrasts with
corporate travel which Fitch expects an elongated path back to
pre-pandemic level of transactions. Expedia has significantly
larger scale, which had excess of $100 billion gross travel
bookings and $1 billion in annual FCF during 2019, while it also
has a long-established track record of adhering to a below 2.0x
gross debt/EBITDA target.

Travelport and Sabre GLBL are also peers that operate in the global
distribution system (GDS) business. Long term, Fitch believes the
disintermediation risk of GDS companies from the travel funnel is
greater than business travel management companies, with the latter
offering high value-add services to corporate clients.

Fitch applied the strong subsidiary/weak parent approach under its
Parent and Subsidiary Linkage Rating Criteria. Fitch views the
linkage as strong across CWT's entities given the openness of
access and control by the parent and relative ease of cash movement
throughout the structure. The rated entities are viewed on a
consolidated basis, and the ratings are linked.

KEY ASSUMPTIONS

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

- Traffic volumes gradually recovers to pre-pandemic levels by
2025. Fitch forecasts CWT revenues compared to 2019 levels to be
down around 50% in 2022, 30% in 2023, and 10% in 2024;

- Adjusted EBITDA to turn positive in 2H'23. Given the structural
savings in CWT's cost base, Fitch forecasts EBITDA margins reaching
mid-teens once travel demand begins to normalize. Annual
restructuring charges, which are added back to EBITDA, dissipates
in 2023;

- Partial revolver draws as CWT withstands negative operating cash
flow which Fitch expects a turn-around near mid-2023;

- Prudent capex programs to be continued in near-term as CWT
balances between cash management and growth.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that CWT would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim, and has assumed the $60 million
revolver to be fully drawn at the time of recovery. The current
recovery ratings contemplate roughly $775 million of secured debt
claims.

Fitch estimates going-concern EBITDA in a scenario in which default
may be caused by deep cyclical pressures, resulting in prolonged
cash burn. Under this scenario, Fitch estimates a going-concern
EBITDA of roughly $130 million, which is in-line with the agency's
forecasted EBITDA between 2023 and 2024 to reflect a
forward-looking view amid persistent weakness in corporate/managed
travel.

This decline in EBITDA from the December 2019 peak is worse than
CWT's performance during the last recession, reflecting the
prolonged operating weakness in corporate travel and potential for
some degree of cannibalized travel volumes due to proliferation of
remote/virtual meetings.

Fitch assumes a going-concern recovery multiple of 6.0x for CWT.
This is slightly above the 5.0x recovery multiple assumed by Fitch
for certain peers, as the agency believes that the long-term
disintermediation risk is lower for travel management companies
compared with GDS companies. There are limited public transaction
multiples in the travel services industry; however, CWT's recovery
multiple is lower than acquisition multiples for Travelport in 2018
(11.0x) and Orbitz Worldwide in 2015 (10.3x).

CWT's valuation multiple per the November restructuring was 9.0x
based on 2023 projected EBITDA and 4.0x based on 2024 projected
EBITDA (6.5x mid-point). The implied enterprise value is similar to
the valuation of the firm during the recent restructuring assuming
the newly raised equity has minimal value.

In terms of priority ranking for the collateral, the revolver and
term loan are considered priority over the secured notes and all
three are secured by the same collateral. The collateral is
essentially all of the assets of CWT though some (less than 10%)
are not pledged given the associated costs with pledging assets in
foreign jurisdictions.

RATING SENSITIVITIES

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

- An improvement in financial flexibility, primarily due to
improving operational cash flow, such that utilization of one-time
liquidity sources (e.g. revolver) is not required;

- Approaching neutral or positive EBITDA;

- Faster than anticipated recovery of managed business travel
volumes.

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

- A liquidity crisis is perceived as unavoidable in the next 12
months-24 months;

- Persistent weakness in global managed travel volumes;

- Interest coverage sustaining at or below 1.0x.

LIQUIDITY AND DEBT STRUCTURE

Liquidity at Inflection Point: As described above, Fitch estimates
CWT to have roughly $90 million in total liquidity (cash plus
revolver availability) at YE 2022. With improvements in demand,
cash burn has noticeably improved in 2H22. Fitch continues to
believe that CWT has sufficient liquidity until its cash flow turn
neutral in 2H23 and expects the company to maintain current level
of liquidity thereafter. FCF trajectory will largely depend on the
pace of recovery- but overall capex appears manageable. Refinancing
risk is low as the next maturity is in 2026.

ISSUER PROFILE

CWT Travel Group, Inc. (CWT)is a travel management company. Through
its online and offline offerings, CWT offers management,
reservations and booking services to a large number of corporate
and government clients.

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
   -----------             ------        --------   -----
CWT US, LLC         LT IDR CCC Affirmed               CCC

   senior secured   LT     B   Affirmed     RR1       B

CWT
Beheermaatschappij
B.V.                LT IDR CCC Affirmed               CCC

   senior secured   LT     B   Affirmed     RR1       B

CWT Travel Group,
Inc.                LT IDR CCC Affirmed               CCC

   senior secured   LT     B-  Affirmed     RR2       B-

   senior secured   LT     B   Affirmed     RR1       B

CWT UK Group Ltd.   LT IDR CCC Affirmed               CCC

   senior secured   LT     B   Affirmed     RR1       B


DENNIS ATIYEH: 3d Cir. Affirms Case Dismissal & Ban on Refiling
---------------------------------------------------------------
In the appealed case styled In re: DENNIS J. ATIYEH, Petitioner,
Case No. 22-1848, (3d Cir.), the U.S. Court of Appeals for the
Third Circuit affirms the judgment of the district court upholding
an order dismissing Dennis J. Atiyeh's bankruptcy case and an order
restricting future bankruptcy filings.

Dennis J. Atiyeh was delinquent on the tax obligations of his farm.
Foreclosure loomed, so Atiyeh filed a petition for relief in the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania.
Atiyeh initially proceeded pro se under Chapter 12 of the
Bankruptcy Code. With the aid of newly retained counsel, however,
Atiyeh was able to convert his petition and proceed under the Small
Business provisions of Chapter 11.

Atiyeh was unable to produce a confirmable reorganization plan,
despite multiple opportunities and an extension of the deadline in
which to do so. In rejecting his latest plan -- which was filed pro
se after Atiyeh discharged his attorney and which, indisputably,
suffered from critical omissions -- the Bankruptcy Court observed
that Atiyeh had not requested further extension of the statutory
deadline for plan confirmation. Atiyeh's motion for reconsideration
of the plan-rejection ruling was denied.

Next, after an evidentiary hearing conducted via Zoom on May 4,
2021, the Bankruptcy Court entered an order (1) granting the U.S.
Trustee's motion to dismiss the case for cause and (2) enjoining
Atiyeh from filing for bankruptcy protection -- absent leave of
court -- for three years. Atiyeh appealed and the District Court
affirmed. This appeal followed.

On appeal, the record readily reflects that the Bankruptcy Court
properly rejected Atiyeh's most-recent, pro se amended plan as the
latest in a series of plans which were not confirmable.
Additionally, the Third Circuit concludes that the Bankruptcy Court
did not clearly err in finding that Atiyeh had failed to timely
request an extension of the statutory deadline for plan
confirmation, and that, regardless, more time would not have
resulted in Atiyeh's producing a confirmable plan. Under the
circumstances, the Third Circuit finds the dismissal was
appropriate.

Furthermore, the Third Circuit rejects Atiyeh's assertion that his
due process right to be heard on his claims and objections, was
violated as a result of the Bankruptcy Court's decision to conduct
the May 4, 2021 hearing via Zoom. Atiyeh argues that the Bankruptcy
Court's reliance on modern technology impaired his ability to
present his case. In light of the COVID-19 pandemic and attendant
restrictions on courthouse access, it was permissible and
reasonable for the Bankruptcy Court to conduct the hearing using a
videoconferencing platform. The Third Circuit concludes that the
Bankruptcy Court did not clearly err in finding that such argument
is belied by, among other things, Atiyeh's prior participation in a
hearing conducted using Zoom, and his participation in the May 4,
2021 hearing up to the point of his voluntary exit.

Turning to the three-year filing bar, it is a close call whether
Atiyeh raised in the District Court, and thus preserved for appeal
here, any substantive challenge to that ruling of the Bankruptcy
Court. Liberally construing Atiyeh's brief and supplemental
response in the District Court, Atiyeh at most raised an argument
that the Bankruptcy Court failed to make a finding of "bad faith"
to support the filing bar. It is enough for present purposes to
reject that argument as counterfactual. The Bankruptcy Court held:
"And I do agree that there has been bad faith in the pattern and
practice of filing several petitions over the last several years.
So, given that, I will grant the order dismissing the case. I will
put in place a bar for three years."

Finally, the Third Circuit rejects Atiyeh's arguments that the U.S.
Trustee "hates Christians" and is "part of an organized crime
syndicate;" that "Appellant wasn't permitted to hire competent
legal counsel;" and that "Appellant was illegally charged for
wrongdoings that were past all statute of limitations" because
these arguments distort, or otherwise find no support in the record
on appeal.

A full-text copy of the Opinion dated Nov. 30, 2022, is available
at https://tinyurl.com/2783rn6e from Leagle.com.


DEVILLE CORP: Case Summary & Four Unsecured Creditors
-----------------------------------------------------
Debtor: Deville Corp.
        101 East 34th St.
        Savanah, GA 31401

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

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       Middle District of Florida

Case No.: 22-04930

Debtor's Counsel: Daniel R. Fogarty, Esq.
                  STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
                  110 E. Madison St.
                  Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Email: dfogarty@srbp.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Edgar L.T. Gay as president and
director.

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

https://www.pacermonitor.com/view/J73JKRQ/Deville_Corp__flmbke-22-04930__0001.0.pdf?mcid=tGE4TAMA

List of Debtor's Four Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount

1. FLA-Nash, LLC                                          $250,000
101 S. Moody Ave.
Tampa, FL 33609

2. Callen Trust                                           $148,907
Attn: Ryan Roa, Trustee
P.O. Box 120
Ponte Vedra Beach, FL 32004

3. Gunster Law Firm                                       $114,138
601 Bayshore Blvd., #700
Tampa, FL 33606

4. Casper R. Callen Trust                                  $33,856
Heather Coleman, Trust Administrator
Attn: Dr. James Mooney, Trustee
618 E. Broughton St.
Savannah, GA 31401


DIAMOND CREEK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Diamond Creek Villa, LLC
        21701 Stevens Creek Blvd., #2610
        Cupertino, CA 95014

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       Northern District of California

Case No.: 22-51125

Judge: Hon. M. Elaine Hammond

Debtor's Counsel: Paul E. Manasian, Esq.
                  Tel: 415-730-3419

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Bethany Liou as managing member.

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

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

https://www.pacermonitor.com/view/R6RED7Q/Diamond_Creek_Villa_LLC__canbke-22-51125__0001.0.pdf?mcid=tGE4TAMA


DIEBOLD NIXDORF: Extends Early Delivery Time for Exchange Offer
---------------------------------------------------------------
Diebold Nixdorf, Incorporated announced that it is amending the
Early Delivery Time (as defined in the Offering Memorandum) in
respect of the Exchange Offer and Consent Solicitation to be 11:59
p.m., New York City time, on Dec. 23, 2022.

The Company previously commencement a private exchange offer and
consent solicitation with respect to the outstanding 8.50% Senior
Notes due 2024 issued by Parent (144A CUSIP: 253651AA1; REG S
CUSIP: U25316AA5; Registered CUSIP: 253651AC7), which includes (i)
a private offer to Eligible Holders to exchange any and all 2024
Senior Notes for units consisting of (1) new 8.50%/12.50% Senior
Secured PIK Toggle Notes due 2026 to be issued by Parent and (2)
warrants to purchase common shares, par value $1.25 per share, of
Parent, which will, in the aggregate, be exercisable for up to
19.99% of the Common Shares outstanding on the business day
immediately preceding the Settlement Date (calculated on a
non-diluted basis and prior to giving effect to any exercise of the
New Warrants and the payment of the exercise price thereof via net
share settlement, which applies to any exercise of the New
Warrants), subject to adjustment, and (ii) a related consent
solicitation to adopt certain proposed amendments to the indenture
governing the 2024 Senior Notes to eliminate certain of the
covenants, restrictive provisions and events of default intended to
protect holders, among other things, from such indenture, as
described in more detail in the Offering Memorandum.  The Exchange
Offer and Consent Solicitation is being made on the terms and
subject to the conditions set forth in the Offering Memorandum and
Consent Solicitation Statement, dated as of Nov. 28, 2022, as
amended by this announcement, and the related eligibility letter,
each of which sets forth in more detail the terms and conditions of
the Exchange Offer and Consent Solicitation.

The Company has received the requisite number of consents to adopt
the Proposed Amendments with respect to the 2024 Senior Notes and
intends to promptly enter into a supplemental indenture with the
trustee for the 2024 Senior Notes to effect the Proposed
Amendments. The Supplemental Indenture will be effective
immediately upon its execution by all parties, but will not become
operative until the Settlement Date.

The Company also announced that withdrawal rights for the Exchange
Offer and Consent Solicitation expired as of 5:00 p.m., New York
City time, on Dec. 9, 2022.  Any 2024 Senior Notes validly tendered
pursuant to the Exchange Offer and Consent Solicitation may no
longer be withdrawn, and any 2024 Senior Notes validly tendered on
or after the Withdrawal Deadline and prior to 11:59 p.m., New York
City time, on Dec. 23, 2022, may not be withdrawn.

The other terms of the Exchange Offer and Consent Solicitation
remain unchanged.

The Exchange Offer and Consent Solicitation are subject to certain
conditions, which the Company may waive in full or in part in its
sole discretion, but subject to the terms of the previously
reported Transaction Support Agreement that it has entered into,
including, subject to waiver, minimum participation thresholds of
83.4% for the Exchange Offer and Consent Solicitation and 95% for
the exchange of the existing term loans described more fully in the
Transaction Support Agreement and the Offering Memorandum, among
other conditions.  Consummation of the refinancing transactions
described in the Transaction Support Agreement and the Offering
Memorandum on the Settlement Date is a condition to the Exchange
Offer and Consent Solicitation.  If the conditions to the Exchange
Offer and Consent Solicitation are not satisfied or waived, the
Supplemental Indenture will not become operative.

The Exchange Offer and Consent Solicitation will expire at the
Expiration Time, unless earlier terminated or extended by the
Company.  The settlement date for the Exchange Offer and Consent
Solicitation will be promptly after the Expiration Time and is
expected to be the third business day following the Expiration
Time.

D.F. King & Co., Inc. is acting as the Information and Exchange
Agent for the Exchange Offer and Consent Solicitation.  Questions
or requests for assistance related to the Exchange Offer or for
copies of the Offering Memorandum may be directed to D.F. King &
Co., Inc. at (800) 290-6428 (U.S. toll free), +1(212) 269-5550
(collect), or diebold@dfking.com (email).  Holders may also contact
their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offer and Consent
Solicitation.
Eligible Holders are advised to check with any bank, securities
broker or other intermediary through which they hold 2024 Senior
Notes as to when such intermediary would need to receive
instructions from such Eligible Holder in order for that Eligible
Holder to be able to participate in, the Exchange Offer and Consent
Solicitation, before the deadlines specified herein and in the
Offering Memorandum.  The deadlines set by any such intermediary
and The Depositary Trust Company for the submission of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offering Memorandum.

                       About Diebold Nixdorf

Diebold Nixdorf, Incorporated -- www.DieboldNixdorf.com --
automates, digitizes and transforms the way people bank and shop.
As a partner to the majority of the world's top 100 financial
institutions and top 25 global retailers, the Company's integrated
solutions connect digital and physical channels conveniently,
securely and efficiently for millions of consumers each day.  The
Company has a presence in more than 100 countries with
approximately 22,000 employees worldwide.

Diebold Nixdorf reported a net loss of $78.1 million for the year
ended Dec. 31, 2021, a net loss of $267.8 million for the year
ended Dec. 31, 2020, and a net loss of $344.6 million for the year
ended Dec. 31, 2019.  As of Sept. 30, 2022, the Company had $2.91
billion in total assets, $3.90 billion in total current
liabilities, $89.3 million in pensions, post-retirement and other
benefits, $114.8 million in deferred income taxes, $120.1 million
in other liabilities, and a total deficit of $1.32 billion.

                           *      *     *

As reported by the TCR on May 25, 2022, Moody's Investors Service
downgraded Diebold Nixdorf, Inc.'s Corporate Family Rating to Caa2
from B2.  Moody's said Diebold's operating performance has been
impacted by pandemic-related supply chain challenges, which were
unexpectedly exacerbated in Q1 2022 by social distancing measures
in China and the Russia-Ukraine military conflict.

In October 2022, S&P Global Ratings lowered its issuer credit
rating on Diebold Nixdorf Inc. to 'CC' from 'CCC+'.  The downgrade
follows Diebold's announcement that it has entered into an
Transaction Support Agreement (TSA) with certain lenders to
restructure its debt profile, provide it with additional liquidity,
and extend its maturity runway.


DIOCESE OF CAMDEN: Unsecureds Will Get 95% in Insurers' Plan
------------------------------------------------------------
Certain Underwriters at Lloyd’s, London, Catalina Worthing
Insurance Ltd f/k/a HFPI (as Part VII transferee of Excess
Insurance Company Ltd. and London & Edinburgh Insurance Company
Ltd.), RiverStone Insurance (UK) Ltd. (as successor in interest to
Terra Nova Insurance Company Ltd), and Sompo Japan Nipponkoa
Insurance Company of Europe Limited (f/k/a/ The Yasuda Fire &
Marine Insurance Company of Europe Ltd.) (collectively, "London
Market Insurers") submitted a Disclosure Statement for the First
Amended Plan of Reorganization for the Diocese of Camden, New
Jersey dated December 8, 2022.

On June 17, 1938, a corporation was formed to constitute the
Diocese of Camden under N.J.S.A. 16:15-9 to 16:15-17. By statute,
N.J.S.A. 16:15-10, the five trustees of the Debtor are the Bishop,
the Vicar General and the Chancellor and two priests of the Debtor
whom they elect. The Debtor serves a 6-county region in Southern
New Jersey and 486,368 Catholic individuals within its territory.

The Debtor asserted that it came before this Court for the purpose
of reorganizing and maximizing its assets for the benefit of all
Persons presenting bona fide Abuse Claims, while ensuring that the
critical mission of the Debtor is accomplished for its congregants
and the greater community, especially during the global COVID-19
pandemic. Although no Person has alleged that an Abuse Claim has
occurred within the past 19 years (since the 2002 Charter for the
Protection of Children and Young People, the Essential Norms and
the Memorandum of Understanding), that does not diminish the pain
of the horrific acts which occurred before then, and which affected
far too many.

The primary source of funds used by the Debtor to support its daily
operations comes from parish assessments, which in turn are funded
primarily by contributions from parishioners. The Debtor assesses
parishes ten percent of their annual Ordinary Income. Assessments
are due on a monthly basis and provide financial support for
pastoral, education, religious personnel development (education and
care of priest and seminarians), youth and administrative program
areas.

The Plan proposes to create a Trust to fund payments for Class 5
and Class 6 Claims pursuant to the guidelines in the Plan and Trust
Agreement. The Trust will be funded by payments (i) over time,
totaling $89,750,000 from the Debtor, (ii) on the Effective Date,
of $10,250,000 in Cash, from the Other Catholic Entities, and (iii)
60 days after the Effective Date, of $30,000,000 in Cash, from the
Insurers. As of the date of this Disclosure Statement, 324
non-duplicative Class 5 Claims have been filed, which will share
collectively in the funds contributed to the Trust.

The Insurers will contribute $30,000,000 to the Trust for the
benefit of Holders of Class 5 and Class 6 Claims in exchange for a
release of all liability under the Covered Party Insurance
Policies. Absent approval of the Plan, the Debtor would have the
responsibility for litigating the Coverage Claims against the
Insurers at its sole cost and expense. There is no guarantee that
the Debtor would be successful in this litigation in light of the
defenses that the Insurers have to the Coverage Claims. Litigation
would likely be long and costly.

The Plan proposes that the Debtor and all of its Affiliates
including the Parishes, Missions, schools, and Catholic Ministry
Entities, including Agents of each, other than accused perpetrators
of Abuse, and all Insurers will be released, and all currently
pending and future Coverage, Direct Action, Extra Contractual,
Indirect, Debtor Tort, Derivative Tort, Unknown Debtor Tort, and
Unknown Derivative Tort Claims, against these Persons will be
forever barred.

Class 3 consists of General Unsecured Claims. General Unsecured
Claims are unsecured Claims not entitled to priority under Code
section 507(a) that are not Tort Claims or Non-Abuse Litigation
Claims. Class 3 is Impaired, and each Holder of a Class 3 Claim is
entitled to vote to accept or reject the Plan. The Debtor shall pay
each General Unsecured Claim, in full and final satisfaction of
such Claim, in Cash, without interest, in an amount equal to 95% of
such General Unsecured Claim as soon as reasonably practicable
after the Effective Date.

Class 4 consists of Underfunded Pension Claims. Underfunded Pension
Claims are unsecured Claims that are based on the Debtor's
underfunded pension plans: (i) Pension Plan for Priests of the
Diocese of Camden; (ii) Pension Plan for Certain Lay Employees of
the Diocese of Camden; and (iii) Post-Retirement Benefits Plan for
Priests of the Diocese of Camden. The Debtor estimates that these
Claims are approximately $45,439,291. Class 4 is Impaired, and each
Holder of a Class 4 Claim is entitled to vote to accept or reject
the Plan. Allowed Class 4 Claims shall be paid $2,000,000 a year
for 20 years. Payments may be made quarterly.

Class 5 consists of Debtor Tort Claims and Derivative Tort Claims
other than Unknown Debtor Tort Claims and Unknown Derivative Tort
Claims. The Plan creates a Trust to fund payments to Class 5
Claimants entitled to such payments under the Plan, Trust
Agreement, and Trust Distribution Plan. Class 5 Claimants' share of
the Trust Assets is the only amount, if any, they will be entitled
to receive from the Covered Parties and the Insurers. Distribution
from the Trust does not preclude Claims or recoveries by Class 5
Claimants against Joint Tortfeasors.

During the course of the Chapter 11 Case, two substantial Tort
Claimants contacted the Debtor to resolve their Claims. The RH
Claimants, represented by Carl Poplar, Esq. agreed to resolve their
Claims, as follows: (i) an Allowed Claim of $100,000.00 paid in
equal annual installments over ten years; and (ii) an Allowed Claim
of $75,000.00 paid in equal annual installments over ten years. In
connection with this resolution, the Debtor filed a Motion for
Entry of an Order to Approve Settlement of Controversy by and Among
the Diocese and the RH Claimants Pursuant to Federal Rule of
Bankruptcy 9019(a) seeking approval of a settlement with the RH
Claimants. After oral argument, the Court granted the RH Motion,
without prejudice to all parties' rights in connection with the
plan reorganization process.

Based on the valuations, the Debtor believes that Class 5 Claimants
will receive 100% of the value of their Claims. The Debtor believes
the value of Class 5 Claims are $34,398,744. The Debtor and the
Covered Parties shall fund the Plan with $90,000,000. The Insurers
have agreed to contribute $30,000,000 to the Trust upon certain
other conditions precedent contained therein. Thus, the Debtor
asserts that Class 5 Claims will be paid in full. The Tort
Committee disagrees with the adequacy of contributions and asserts
that Claimants in Class 5 will receive significantly less than 100%
of the value of their Claims.

Class 6 consists of Abuse Unknown Tort Claims. As of the Effective
Date, the liability of the Covered Parties and Insurers for all
Class 6 Claims shall be assumed fully by the Trust, without further
act, deed, or court order, shall be satisfied solely from the
Unknown Claims Reserve of $1,250,000.00, the Trust Agreement, Trust
Distribution Plan and Confirmation Order. No Person is obligated to
pay additional funds into the Unknown Claims Reserve. Class 6
Claimants are enjoined from filing any future Claims against any
Covered Party or Insurer and may not proceed in any manner against
any such Persons in any forum whatsoever.

Class 7A Claim means any Claim for contribution, indemnity, or
reimbursement relating to the Debtor's liability to pay or defend
any Class 5 Claim. Class 7A is Impaired. Class 7A is not receiving
or retaining any property under the Plan, provided, however, that
the Parishes receive the benefits of the Channeling Injunction,
and, therefore, Class 7A is deemed to reject the Plan. Claims in
Class 7A shall be allowed or disallowed in accordance with Section
502(e)(1) and (2) of the Bankruptcy Code, which will constitute
Channeled Claims and shall be channeled to the Trust. For avoidance
of doubt, Class 7A Claims shall be extinguished as a result of the
terms of this Plan by the waiver of such Claims by the Parishes in
exchange for the Release and Channeling Injunction provided in the
Plan. As such, Class 7A Claims will receive no distribution under
the Plan.

Class 7B Claim means any Claim for contribution, indemnity or
reimbursement arising out of or related to the Debtor's liability
to pay or defend any Class 6 Claim. Claims in Class 7B shall be
allowed or disallowed in accordance with Section 502(e)(1) and (2)
of the Bankruptcy Code, and will constitute Channeled Claims and be
channeled to the Trust. For avoidance of doubt, Class 7B will be
extinguished as a result of the terms of this Plan by the waiver of
such claims by the Parishes in exchange for the Release and
Channeling Injunction provided in the Plan. As such, Class 7B
Claims will receive and retain no property under the Plan. Class 7B
is Impaired by this Plan. Class 7B is not receiving or retaining
any property under the Plan, provided, however, that the Parishes
will receive the benefits of the Channeling Injunction and,
therefore, Class 7B is deemed to reject the Plan.

Class 8 Claims are personal injury Claims against the Debtor that
are not related to Abuse. Allowed Class 8 Claims shall be paid
their pro rata portion of $100,000 ("Class 8 Fund"). The (I) Debtor
shall contribute $50,000 to the Class 8 Fund and (II) Catholic
Charities, Diocese of Camden, Inc. shall transfer $50,000 to the
Class Fund within 2 Business Days after the Confirmation Order has
become a Final Order. The foregoing contribution by Catholic
Charities is contingent upon it being a Released Party under this
Plan.

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

The total amount contributed to the Trust under this Plan is
$120,000,000.00. The Debtor and Other Catholic Entities shall
contribute $90,000,000.00, and the Insurers shall contribute
$30,000,000.00. These contributions provide adequate consideration
for the Channeling Injunction and the releases, and, with respect
to the Insurers, the Supplemental Insurer Injunction, and the
buyback by the Insurers of the Covered Party Insurance Policies.

On the Effective Date, the Debtor shall transfer $29,750,000.00 in
good funds to the Trust using wiring instructions provided by the
Trust Administrator ("Initial Debtor Contribution"). The Initial
Debtor Contribution will be primarily comprised of funds from the
following sources: (i) $15,000,000.00 in non-restricted cash
accounts held by the Debtor; and (ii) $14,750,000.00 in the form of
a loan of non restricted cash from DOC Trusts ("DOCT Loan").

A full-text copy of the Disclosure Statement dated December 8,
2022, is available at https://bit.ly/3YAbNrx from PacerMonitor.com
at no charge.

Counsel for the London Market Insurers:

     DUANE MORRIS LLP
     A Delaware Limited Liability Partnership
     Sommer L. Ross, Esq.
     NJ Bar No. 004112005
     1940 Route 70 East, Suite 100
     Cherry Hill, NJ 08003-2171
     Telephone: 856.874.4200
     Email: SLRoss@duanemorris.com

     Russell W. Roten, Esq.
     Jeff D. Kahane, Esq.
     Andrew E. Mina, Esq.
     865 South Figueroa Street, Suite 3100
     Los Angeles, CA 90017-5450
     Telephone: 213.689.-7400
     E-mail: rwroten@duanemorris.com
     E-mail: jkahane@duanemorris.com
     E-mail: amina@duanemorris.com

     -and-

     CLYDE & CO. US LLP
     Catalina J. Sugayan, Esq.
     Michael Norton, Esq.
     55 West Monroe Street, Suite 3000
     Chicago, IL 60603
     Telephone: 312.635.7000
     E-mail: catalina.sugayan@clydeco.us
     E-mail: michael.norton@clydeco.us

       ,           About The Diocese of Camden, NJ

The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey.  The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.

The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president.  At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209.  Judge
Jerrold N. Poslusny Jr. oversees the case.  McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.


DOWNTOWN NATURAL CAREGIVERS: Files w/o Counsel; Dismissal Looms
---------------------------------------------------------------
Downtown Natural Caregivers filed for chapter 11 protection in the
District of Central California.

According to court filings, Downtown Natural Caregivers estimates
between $100,000 and $500,000 in debt owed to 1 to 49 creditors.
The petition states that funds will be available to unsecured
creditors.

The petition indicates that the Debtor is not represented by an
attorney.

Accordingtly, the Court has entered an order requiring the Debtor
to appear and show cause why the case should not be dismissed based
upon the Debtor's lack of representation by counsel.  A hearing is
slated for Jan. 4, 2023 at 10:00 a.m.

A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Jan. 5, 2023, at 9:30 AM at UST-LA2, TELEPHONIC MEETING. CONFERENCE
LINE:1-866-816-0394, PARTICIPANT CODE:5282999.

                  About Downtown Natural Caregivers

Downtown Natural Caregivers is a Cannabis store in Los Angeles,
California.

Downtown Natural Caregivers filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-16632) on December 5, 2022. In the petition filed by Yun Taek
Kang, as trustee, the Debtor reported assets and liabilities
between $1 million and $10 million.


DURA-METRICS INC: Starts Subchapter V Proceeding
------------------------------------------------
Saying that it is insolvent and unable to pay its debts when due,
Dura-Metrics Inc. filed for chapter 11 protection in the Eastern
District of California.  The Debtor elected on its voluntary
petition to proceed under Subchapter V of chapter 11 of the
Bankruptcy Code.

According to court filings, Dura-Metrics Inc. estimates between
$100,000 and $500,000 in debt owed to 50 to 99 creditors. The
petition states that funds will be available to unsecured
creditors.

Michael Kulwiec of Sacramento, California, owns 100% of the common
stock.

                      About Dura-Metrics Inc.

Dura-Metrics Inc. -- https://www.dentalmasters.com/ -- is a dental
laboratory in Rohnert Park, California.  For over 65 years, its
expertly trained technicians and staff have provided superior
dental lab services to dental practices nationwide.

Dura-Metrics, Inc., filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.
22-23151) on Dec. 5, 2022.  In the petition filed by Michael
Kulweic, as president, the Debtor reported assets between $100,000
and $500,000 and liabilities between $1 million and $10 million.

The Debtor is represented by:

   Gabriel E. Liberman, Esq.
   2628 El Camino Avenue, Suite B1
   Sacramento, CA 95821


ENERGY ACQUISITION: CIM RACF Marks 2026 Loan at 18% Off
-------------------------------------------------------
CIM Real Assets & Credit Fund, Inc. has marked its $1,097,499 loan
extended to Energy Acquisition LP to market at $1,097,499, or 82%
of the outstanding amount, as of September 30, 2022, according to a
disclosure contained in CIM RACF's Form N-CSR for the fiscal year
ended September 30, filed with the Securities and Exchange
Commission on December 6.

CIM RACF extended a Second Lien Initial Term Loan to Energy
Acquisition LP. The loan carries an interest rate of 3M US L +
8.50% and is scheduled to mature on June 26, 2026.

CIM RACF is a continuously offered closed-end interval fund that
seeks to invest in a mix of institutional-quality real estate and
credit assets.  The Fund's investment adviser is CIM Capital IC
Management, LLC.

Energy Acquisition LP manufactures electrical components.



FENDER MUSICAL: S&P Downgrades ICR to 'B-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Fender Musical Instruments Corp. to 'B-' from 'B' and its
issue-level rating on its $400 million term loan to 'B-' from 'B'.
S&P's '3' recovery rating on the term loan remains unchanged,
indicating our expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.

S&P said, "The stable outlook reflects our view that, although
weakening global economic conditions and elevated costs will
pressure its earnings over the next year, we expect the company
will generate positive free operating cash flow (FOCF) in 2023 and
maintain adequate liquidity to support its operations and
investment needs.

"The downgrade reflects Fender's weaker-than-expected operating
performance and our expectation that its EBITDA will be
weaker-than-anticipated in 2022 and 2023, which will cause its S&P
Global Ratings adjusted leverage to increase above our downgrade
threshold.

The company's S&P Global Ratings-adjusted EBITDA declined to about
$4 million in the third quarter of 2022, which compares with about
$46 million during the same period last year, causing its S&P
Global Ratings-adjusted leverage to increase to 6.6x as of the 12
months ended Oct. 2, 2022, from 3.8x as of the end of fiscal year
2021. Fender's revenue declined by 20% during the quarter relative
to the previous year, excluding PreSonus (down 15% including
PreSonus), primarily because of significant order cancellations
from its largest customer as the end-consumer demand for guitars
and accessories continues to weaken from its pandemic high.
Industry players are reporting that the demand for entry-level
guitars has declined while the demand for higher-priced guitars has
remained relatively stable. S&P said, "Overall, we now estimate
Fender's revenue will decline by about 5% in 2022 and by about 10%
in 2023 based on our expectation for lower discretionary spending
amid the weakening macroeconomic environment and, particularly,
reduced demand in North America and Europe." On the cost front, the
company continues to face inflationary pressures, mainly in the
form of higher labor, materials, and transportation costs, while
labor and component constraints have resulted in productivity
declines in its U.S. factory causing lower fixed cost absorption.

S&P said, "We now estimate that Fender's S&P Global
Ratings-adjusted EBITDA will decline by about 40% in 2022, relative
to the previous year, and by an additional 15% in 2023 as it is
adversely affected by higher costs and increased discounts to move
its excess inventory. Consequently, we estimate the company's S&P
Global Ratings-adjusted leverage will increase to the mid-7x area
in 2022 and peak at above 10x in the second half of 2023 before
improving to the mid-8x area in 2023.

"Our measure of the company's leverage continues to incorporate the
put option held by its majority owner, Servco Pacific, which we
treat as a debt-like obligation because it represents a potential
future call on its cash. Excluding the put option, we forecast
Fender's leverage will be in the low-6x area in 2022 and about 7x
in 2023.

"We expect the company's liquidity will remain adequate over the
next 12 months.

"Our base-case forecast assumes Fender will focus on shedding its
excess inventory over the next few quarters, which will likely
enable it to improve its working capital position. We estimate the
company will generate negative FOCF of about $150 million in 2022,
which will improve to positive FOCF of about $30 million in 2023 as
its working capital investment declines. As of Oct. 2, 2022, Fender
had about $74 million of availability under its asset-based lending
(ABL) revolving credit facility. We do not anticipate the company
will make any additional draws on the ABL over the next few
quarters and expect it will repay a portion of its outstanding
borrowings in the second half of 2023. However, we acknowledge
there are risks to our forecasts, which incorporate the
stabilization of operating trends toward the second half of 2023
supported by demand normalization and easing cost pressures.

"Additionally, while we do not assume Fender will trigger the
leverage covenant on its ABL facility under our base-case forecast,
we forecast that it would breach the covenant if it were triggered
given our expectation for weak EBITDA over the next few quarters.
Nevertheless, we believe the company's sources of cash are
sufficient to meet its expected uses, which primarily include
capital expenditure (capex) and modest debt amortization."

Fender implemented initiatives that could provide it with some
relief from demand and cost headwinds over the next few quarters.

Management announced several actions to mitigate the company's
current operating challenges, most notably cutting back on
discretionary spending and reducing its labor force to match its
lower production requirements. Additionally, S&P expects the
increased storage and warehouse expenses Fender incurred due to
order cancelations will be temporary and decrease as it focuses on
reducing its inventory levels over the next few quarters.

S&P said, "The stable outlook reflects our view that, although
weakening global economic conditions and increasing cost pressures
will likely pressure its earnings over the next year and cause its
S&P Global Ratings-adjusted leverage to trend above 8x, Fender will
generate positive FOCF in 2023 and maintain adequate liquidity.

"We could lower our rating over the next 12 months if we believe
Fender's profitability and FOCF will be weaker than we expect,
causing it to sustain EBITDA interest coverage in the low-1x area
and leading us to view its capital structure as unsustainable."
This could occur due to:

-- A substantial weakening of macroeconomic conditions such that
S&P enters a prolonged recession, which results in a decline in
end-consumer spending on discretionary items, like guitars, for an
extended period;

-- The company is unable to unwind its excess inventory levels;
or

-- It cannot manage its outsourced supply chain or is unable to
offset inflationary and supply chain pressures, further reducing
its profitability.

Although unlikely, S&P could raise its ratings on Fender over the
next 12 months if it outperforms its expectations such that it
sustains S&P Global Ratings-adjusted leverage of below 7x and we
forecast that FOCF will be sustained above $25 million. This could
occur if:

-- The demand for guitars and accessories strengthens;

-- The company offsets its elevated cost pressures through
operational efficiencies and cost-savings initiatives; and

-- The company continues to successfully manage its liquidity.

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



FINTHRIVE SOFTWARE: AB Bond Marks 2029 Loan at 15% Off
------------------------------------------------------
AB Bond Fund, Inc. has marked its $240,000 loan extended to
FINThrive Software Intermediate Holdings, Inc. to market at
$204,000, or 85% of the outstanding amount, as of September 30,
2022, according to a disclosure contained in AB Bond's Form N-CSR
for the fiscal year ended September 30, filed with the Securities
and Exchange Commission on December 1.

AB Bond's Loan to FINThrive Software Intermediate Holdings, Inc.
has an interest rate of 9.865% (LIBOR 1 Month + 6.75%) and is
scheduled to mature on December 17, 2029.

AB Bond Fund Inc. provides a broad selection of investment
alternatives to investors. It offers investment grade, corporate
bond, multi-sector, and global bond funds.  AllianceBernstein
Investments, Inc. (ABI) is the distributor of the AB family of
mutual funds. ABI is a member of FINRA and is an affiliate of
AllianceBernstein L.P., the adviser of the funds.

FinThriveis a provider of Revenue cycle management software
solutions to the healthcare sector.



FRANKIE'S COMICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Frankie's Comics, LLC
        821 Perry Rd.
        Apex, NC 27502

Business Description: Frankie's Comics is a comic book store in
                      Apex, North Carolina.

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Case No.: 22-02892

Debtor's Counsel: William P. Janvier, Esq.
                  STEVENS MARTIN VAUGHN & TADYCH, PLLC
                  6300 Creedmoor Road Suite 170-370
                  Raleigh, NC 27612
                  Tel: (919) 582-2300
                  Email: wjanvier@smvt.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin Fields, owner/manager.

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

https://www.pacermonitor.com/view/ULFQBJQ/Frankies_Comics_LLC__ncebke-22-02892__0001.0.pdf?mcid=tGE4TAMA


FREE SPEECH: Hook Families to Probe Jones' $10 Million from Fans
----------------------------------------------------------------
James Nani of Bloomberg Law reports that Sandy Hook Elementary
School shooting victims' families will investigate more than $10
million in donations the right wing conspiracy theorist Alex Jones
received from fans, their lawyer told a bankruptcy judge.

David Zensky of Akin Gump Strauss Hauer & Feld made the statement
Wednesday, December 7, 2022, during the first court hearing in
Jones' personal bankruptcy case.  The lawyer's comments came a day
after Jones said in court papers that it's "impossible" for him to
pay more than $1 billion in defamation damages to Sandy Hook
families with the less than $12 million in assets he has on hand.

                      About Alex Jones and
                       Free Speech Systems

Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public.  Free Speech Systems is a family-run business
founded by Alex Jones.

FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet.  Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.

Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.

Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.  The Debtors agreed to the dismissal of the Chapter 11
cases in June 2022 after the Sandy Hook victim families dismissed
the three bankrupt companies from their lawsuits.

Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022.  In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.

Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.

Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel.  Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.


FRONT SIGHT: PrairieFire Buys Business From Bankruptcy
------------------------------------------------------
SGBMedia reports that PrairieFire completed its acquisition of
Front Sight from Chapter 11 bankruptcy proceedings. The U.S.
Bankruptcy Court approved the plan to purchase the business on
November 29, 2022, and the sale closed on December 2, 2022.

Effective immediately, PrairieFire is taking over operations of the
former Front Sight facility and implementing a four-month
transition plan where existing training classes will continue for
all legacy Front Sight employees under the current fee structure
and online scheduling.

Sal Siino, chairman, PrairieFire, said, "Bankruptcy is a tough
process for all involved. We are grateful to the staff who held the
business together, the members who have not given up and the local
community and leadership who have welcomed and encouraged us to
make Nye County the home of American shooting. If there is any
saving grace, PrairieFire was able to get a plan of reorganization
approved where we purchased the Front Sight business and exited
bankruptcy in about six months, an incredibly short time for a
Chapter 11 proceeding.  We can now put our energies toward making
PrairieFire Nevada the greatest shooting experience in the world."

The company said in Spring 2023 it would launch PrairieFire Nevada
and outline the initial phase of the business, which includes three
core pillars, and open its membership program.

PrairieFire Nevada will center around training with its Q Academy
training curriculum, specialty shooting experiences and a
competition series open to all levels of shooters.  Future phases
include further range development, introducing more gun ranges, a
member’s clubhouse, gun storage and gunsmithing services, and
dining and lodging through its sister company, Stagecoach Outpost.

                     About Front Sight Management

Front Sight Management LLC specializes in providing courses in gun
training, self-defense martial arts training, and personal safety
-- with firearms or without.

Front Sight filed a voluntary petition for under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24,
2022.  In the petition signed by Ignatius Piazza, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.

Judge August B. Landis oversees the case.

The Debtor tapped Steven T. Gubner, Esq., at BG Law LLP as
bankruptcy counsel; Greenberg Traurig, LLP as special counsel;
Province, LLC as financial advisor; and Lucas Horsfall as
accountant. Stretto, Inc. is the claims, noticing and solicitation
agent.

FS DIP, LLC, as DIP agent, is represented by Samuel A. Schwartz,
Esq., and Bryan A. Lindsey, Esq., at Schwartz Law, PLLC.

                         About PrairieFire

PrairieFire is building the home to a true American sport.  It
believes there is greatness in every person and people are stronger
by coming together to share experiences and push past boundaries.
PrairieFire's unique training method will cater to everyone, from
first-time gun owners to seasoned shooters.  Its thrilling shooting
experiences, designed by elite military veterans, will leave every
member with a big smile, new-found confidence, and a renewed joy in
the sport of shooting.  This past Fall, PrairieFire successfully
debuted its shooting championships with the world's largest
shooting prizes for law enforcement and amateurs.


FROZEN WHEELS: Taps Genovese Joblove & Battista as Legal Counsel
----------------------------------------------------------------
Frozen Wheels, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Genovese Joblove &
Battista, P.A. to serve as legal counsel in its Chapter 11 case.

The firm's services include:

   (a) advising the Debtor regarding its powers and duties in the
continued management and operation of its business and properties;

   (b) attending meetings and negotiating with representatives of
creditors and other parties, and advising the Debtor regarding the
conduct of the case, including all of the legal and administrative
requirements of operating in Chapter 11;

   (c) advising the Debtor in connection with any contemplated
sales of assets or business combinations;

   (d) advising the Debtor regarding post-petition financing, cash
collateral arrangements, pre-bankruptcy financing arrangements, and
emergence financing and capital structure;

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

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

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

   (h) preparing legal papers;

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

   (j) attending meetings with third parties and participating in
negotiations;

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

   (l) other necessary legal services.

Genovese will be paid at hourly rates ranging from $300 to $695 and
will receive reimbursement for its out-of-pocket expenses. The firm
received a retainer of $80,000 from the Debtor.

Glenn Moses, Esq., a partner at Genovese, 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:

     Glenn D. Moses, Esq.
     Genovese Joblove & Battista, P.A.
     100 SE 2nd Street, Suite 4400
     Miami, FL 33131
     Tel: (305) 349-2300
     Email: gmoses@gjb-law.com

                         About Frozen Wheels

Miami-based Frozen Wheels, LLC filed its voluntary petition for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18638) on Nov.
7, 2022, with up to $50,000 in assets and $10 million to $50
million in liabilities. Isaac Halwani, manager, signed the
petition.

Judge Robert A. Mark oversees the case.

Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A. serves
as the Debtor's legal counsel.


FTX GROUP: Bankruptcy Team Meets U.S. Prosecutors Probing Collapse
------------------------------------------------------------------
Ava Benny-Morrison and Lydia Beyoud of Bloomberg News report that
FTX's new CEO and bankruptcy lawyers met with Manhattan federal
prosecutors investigating the cryptocurrency exchange's collapse
and allegations that it misused billions of dollars in customer
funds, according to people familiar with the matter.  John J. Ray
III, who was appointed FTX's chief executive officer last November
2022, met with the US attorney's office for the Southern District
of New York.

According to Bloomberg, though details of the meeting weren't
immediately available, it suggests potential overlap between the
criminal investigation and bankruptcy probe, which has unearthed
FTX's chaotic corporate governance under founder and former CEO Sam
Bankman-Fried.

FTX is cooperating with the government's investigations and may
have further meetings with prosecutors, according to Reuters,
citing a source who declined to be named as the meeting and the
investigation are not public.

                          About FTX Group

FTX is the world's second-largest cryptocurrency firm.  FTX is a
cryptocurrency exchange built by traders, for traders.  FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.

Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.

Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal the next day amid reports on FTX regarding mishandled
customer funds and alleged US agency investigations.

At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately
agreed to step aside, and restructuring vet John J. Ray III was
quickly named new CEO.

FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.  
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
A total of 102 entities related to FTX have filed for Chapter 11
protection.

FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.  According to Reuters, CEO
Bankman-Fried shared a document with investors on Nov. 10 showing
FTX had $13.86 billion in liabilities and $14.6 billion in assets.
However, only $900 million of those assets were liquid, leading to
the cash crunch that ended with the company filing for bankruptcy.

The Hon. John T. Dorsey is the case judge.

Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein
andAlexa J. Kranzley at Sullivan & Cromwell LLP in New York, serve
as the Debtors' counsel.

Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS
RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to
FTX Group.

Alvarez & Marsal North America, LLC, is the Debtors' financial
advisor.

Kroll is the claims agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index

Lawyers at Paul Weiss represented SBF but later renounced
representing the entrepreneur due to a conflict of interest.


FTX GROUP: Taps Forensic Team to Investigate Money Trail
--------------------------------------------------------
Alexander Gladstone of The Wall Street Journal reports that FTX's
new management has hired a team of forensic investigators from
advisory firm AlixPartners to help track the billions of dollars
that have gone missing from the failed cryptocurrency exchange,
people familiar with the matter said.

The AlixPartners team is led by Matt Jacques, a former chief
accountant for the Securities and Exchange Commission's enforcement
division, people familiar with the matter said.  Mr. Jacques didn't
respond to a request for comment.

                         About FTX Group

FTX is the world's second-largest cryptocurrency firm.  FTX is a
cryptocurrency exchange built by traders, for traders.  FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.

Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.

Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal the next day amid reports on FTX regarding mishandled
customer funds and alleged US agency investigations.

At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately
agreed to step aside, and restructuring vet John J. Ray III was
quickly named new CEO.

FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.  
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
A total of 102 entities related to FTX have filed for Chapter 11
protection.

FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.  According to Reuters, CEO
Bankman-Fried shared a document with investors on Nov. 10 showing
FTX had $13.86 billion in liabilities and $14.6 billion in assets.
However, only $900 million of those assets were liquid, leading to
the cash crunch that ended with the company filing for bankruptcy.

The Hon. John T. Dorsey is the case judge.

Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein
andAlexa J. Kranzley at Sullivan & Cromwell LLP in New York, serve
as the Debtors' counsel.

Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS
RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to
FTX Group.

Alvarez & Marsal North America, LLC, is the Debtors' financial
advisor.

Kroll is the claims agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index

Lawyers at Paul Weiss represented SBF but later renounced
representing the entrepreneur due to a conflict of interest.


GENEVER HOLDINGS: Trustee Taps Epiq as Claims and Noticing Agent
----------------------------------------------------------------
Luc Despins, the trustee appointed in the Chapter 11 cases of
Genever Holdings LLC and its affiliates, seeks approval from the
U.S. Bankruptcy Court for the District of Connecticut to employ
Epiq Corporate Restructuring, LLC as claims and noticing agent.

Epiq will oversee the distribution of notices and will assist in
the maintenance, processing and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.

The hourly rates of Epiq's professionals are as follows:

     Clerical/Administrative Support           $35 – $75
     IT/Programming                            $75 – $95
     Project Managers/Consultants/ Directors $100 – $195
     Solicitation Consultant                        $195
     Executive Vice President, Solicitation         $215

In addition, Epiq will seek reimbursement for expenses incurred.

Kate Mailloux, a senior director at Epiq, disclosed in a court
filing that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Kate Mailloux
     Epiq Corporate Restructuring, LLC
     777 Third Avenue, 12th Floor
     New York, NY 10017
     Telephone: (646) 282-2532
     Email: kmailloux@epiqglobal.com

                     About Genever Holdings

Genever Holdings LLC, Ho Wan Kwok, and affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge Julie A.
Manning oversees the case.

Neubert Pepe & Monteith, PC serves as the Debtors' legal counsel.

On July 8, 2022, Luc A. Despins was appointed as trustee in this
Chapter 11 case. Epiq Corporate Restructuring, LLC is the trustee's
claims and noticing agent.


GOPHER RESOURCE: XAI OFRAITT Marks $493,500 Loan at 18% Off
-----------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Term Trust has
marked its $493,548 loan extended to Gopher Resource LLC to market
at $405,327, or 82% of the outstanding amount, as of September 30,
2022, according to a disclosure contained in XAI OFRAITT's Form
N-CSR for the fiscal year ended September 30, filed with the
Securities and Exchange Commission on December 1.

XAI OFRAITT extended a Senior Secured First Lien Loan to Gopher
Resource LLC.  The loan currently has an interest rate of 6.37% and
is scheduled to mature on March 6, 2025.

XAI OFRAITT is a diversified, closed-end management investment
company. The Trust seeks attractive total return with an emphasis
on income generation across multiple stages of the credit cycle.

Gopher Resource, LLC provides recycling services.



HALO BUYER: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed its ratings for Halo Buyer,
Inc., including the company's corporate family rating and
probability of default rating, at B3 and B3-PD, respectively.
Concurrently, Moody's affirmed its B2 ratings on the first-lien
senior secured bank credit facilities and Caa2 on the second-lien
senior secured term loan rating. The outlook was changed to stable
from negative.

The revision of the outlook to stable from negative reflects Halo's
significant improvement in business performance, marked by steady
revenue growth, strong bookings and a more favorable operating
environment for the promotional products segment. For the last
twelve months ending September 30, 2022 Halo's Debt-to-EBITDA was
6.2x and Moody's expects the company to delever below 6x by the end
of 2023 (all figures are on a Moody's adjusted basis).  

Affirmations:

Issuer: Halo Buyer, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Backed Senior Secured First Lien Bank Credit Facility, Affirmed B2
(LGD3)

Backed Senior Secured Second Lien Bank Credit Facility, Affirmed
Caa2 (LGD5)

Outlook Actions:

Issuer: Halo Buyer, Inc.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Halo's B3 CFR reflects the company's relatively high financial
leverage, adequate liquidity and increasing but still modest scale.
The credit profile is also constrained by Moody's expectations of
aggressive financial policies employed by the private equity owner,
which may include debt-funded acquisitions or dividends.
Concurrently, Halo's credit profile benefits from its strong
position in a fragmented industry, well-established long term
relationships with blue chip customers, asset light business model
and Moody's expectations for continued strengthening of the
promotional products segment. During 2022, the company's
performance has been solid, underpinned by strong bookings and an
increase in demand for promotional products. For fiscal year 2022
Moody's expects Halo's organic revenue growth to be approximately
20%, helped by the successful resolution of recent supply chain
issues.

Moody's considers Halo's liquidity as adequate, underpinned by
recent free cash flow generation, limited availability under the
company's $80 million revolving credit facility maturing in June
2023 and tight covenant headroom. Moody's expects the company to
maintain at least $45 million of total liquidity when combining
balance sheet cash and revolver availability.

The B2 rating on the first lien revolving credit facility and term
loan are one notch above the CFR, reflecting the priority lien with
respect to substantially all assets of the company relative to the
second lien term loan, which is rated Caa2, two notches below the
CFR. The B3-PD probability of default rating is in line with the B3
CFR, reflecting Moody's expectation for an average family recovery
level.

The stable outlook reflects Moody's expectations of continued
growth in the promotional products segment, stronger financial
performance derived by Halo's improving order book and gradual
deleveraging to Debt-to-EBITDA below 6x by the end of 2023. The
stable outlook also is based on Moody's expectation that Halo will
be able to extend the maturity of its revolver in early 2023.

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

The ratings could be upgraded if the company demonstrates material
growth in revenue and orders over time, decreases leverage such
that debt-to-EBITDA is sustained below 6.0x, and free cash
flow-to-debt is sustained above 2%. Halo's ratings could be
downgraded due to declining revenue or EBITDA, or if the company's
liquidity deteriorates with sustained negative free cash flow. The
ratings could also be downgraded if the company's EBITA-to-interest
expense is sustained at 1x or below. The inability to extend the
maturity of its revolving credit facility could also lead to a
ratings downgrade.

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

Headquartered in Sterling, Illinois, Halo Buyer, Inc. (dba as Halo
Branded Solutions and Halo Recognition) is a provider of
promotional products and employee recognition solutions services.
Halo was acquired by TPG Growth in May 2018. Halo is private and
does not publicly disclose its financials. The company generated
revenue of approximately $990 million for the twelve-month period
ended September 30, 2022.


INTEGRATED MARKETING: Taps Latham Nadboralski & Lin as Accountant
-----------------------------------------------------------------
Integrated Marketing Technology, Inc. received approval from the
U.S. Bankruptcy Court for the Northern District of California to
employ Latham Nadboralski & Lin CPAs as its accountant.

The Debtor requires an accountant to assist in the preparation of
tax returns and monthly operating reports; give advice on tax
planning and financial projections; and provide other necessary
accounting services.

The firm will be paid at the rate of $300 per hour.

Matt Nadboralski, a partner at Latham, 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:

     Matt Nadboralski
     Latham, Nadboralski & Lin CPAs
     1035 Alameda de las Pulgas
     Belmont, CA 94002-3507
     Tel: (650) 592-6400
     Fax: (650) 403-9700
     Email: mnadboralski@LNcpas.com

               About Integrated Marketing Technology

Integrated Marketing Technology, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Calif. Case No. 22-30537) on Oct. 6, 2022,
with as much as $1 million in both assets and liabilities. Judge
Dennis Montali oversees the case.

Judge Dennis Montali oversees the case.

The Debtor is represented by Gina Klump, Esq., at Law Office of
Gina R. Klump.


INTRADO CORPORATION: AB Bond Marks 2024 Loan at 85% Off
-------------------------------------------------------
AB Bond Fund, Inc has marked its $442,000 loan extended to Intrado
Corporation (West Corp/Olympus Merger) to market at $377,405, or
85% of the outstanding amount, as of September 30, 2022, according
to a disclosure contained in AB Bond's Form N-CSR for the fiscal
year ended September 30, filed with the Securities and Exchange
Commission on December 1.

AB Bond's Loan to Intrado Corporation (West Corp/Olympus Merger)
has an interest rate of 7.115% (LIBOR 1 Month + 4.00%), and is
scheduled to mature on October 10, 2024.

AB Bond Fund Inc. provides a broad selection of investment
alternatives to investors. It offers investment grade, corporate
bond, multi-sector, and global bond funds.  AllianceBernstein
Investments, Inc. (ABI) is the distributor of the AB family of
mutual funds. ABI is a member of FINRA and is an affiliate of
AllianceBernstein L.P., the adviser of the funds.

Intrado Corporation offers communications services. The Company
provides develops technology-enabled communication solutions such
as on-demand automated conferencing, webinars and enterprise
streaming, hosted voice and networking, and webhosting services.



ISCM HOLDINGS: Unsecured Creditors to Split $50K in Plan
--------------------------------------------------------
ISCM Holdings, LLC, and Inpatient Care Management Company, LLC,
submitted a Disclosure Statement for the Amended Joint Plan of
Reorganization dated December 8, 2022.

The Debtors shall continue as the Reorganized Debtors, with ISCM
acting as a holding company for Inpatient Care, and Inpatient Care
continuing to provide management services to the Managed Practices.


The Plan provides for the payment of the Secured Claims of Zions
over time based on the value of its collateral of both the Debtors
and of the Managed Practices, and for an injunction in favor of the
Managed Practices during the plan payment term as necessary for the
successful reorganization of the Debtors.

The Plan provides for distributions to holders of certain Unsecured
Claims from the proceeds of the New Value Contribution, to be made
in exchange for the Interests in the Reorganized Debtor. The Plan
provides for the issuance of the Reorganized Debtors Interests in
exchange for the New Value Contribution, and for the cancellation
of existing Interests in ISCM as part of the reorganization.

Class 4 consists of Unsecured Claims not Otherwise Classified.
Holders of Allowed Class 4 Unsecured Claims shall be paid on
account of their Allowed Unsecured Claims their Pro Rata Share of
$50,000, equal to the amount of the New Value Contribution less any
amounts necessary to satisfy the amounts of Allowed Professional
Administrative Expense Claims. Payments to the Holders of Allowed
Class 4 Unsecured Claims shall be made as soon as practicable after
the occurrence of the Effective Date. Class 4 is Impaired by the
Plan. Each Holder of an Unsecured Claim in Class 4 is entitled to
vote to accept or reject the Plan.

Class 5 consists of Unsecured Claims of IT. In consideration of its
(a) agreeing to the assumption of the executory contact between
Inpatient Care and IT on the same terms as existed under the
Prepetition agreement between Inpatient Care and IT, (b) waiving
any other Cure Claim against Inpatient Care or any Claims against
ISCM, or the Managed Practices, and (c) making the IT Agreement
non-terminable for the two-year period following the Petition Date,
IT shall be paid a total of $6,000, payable in three equal annual
installments payable starting on the first anniversary of the
Effective Date. Class 5 is Impaired by the Plan. Each Holder of an
Unsecured Claim in Class 5 is entitled to vote to accept or reject
the Plan.

Class 6 consists of Insider Unsecured Claims. The Holders of
Insider Unsecured Claims shall retain their Claims which shall not
be affected by the Plan. Holders of Insider Unsecured Claims shall
not be entitled to any Distributions until Holders of Allowed
Claims have received all payments provided for under the Plan.
Class 6 is Impaired by the Plan. Each Holder of an Unsecured Claim
in Class 6 is entitled to vote to accept or reject the Plan.

Class 7a consists of ISCM Interests. On the Effective Date, the
Interests in ISCM shall be cancelled, and the Holders of Interests
in ISCM shall not receive or retain anything under the Plan on
account of their Interests in ISCM. Class 7a is Impaired by the
Plan. The Holders of the Class 7a Interests are deemed to have
voted to reject the Plan.

Class 7b consists of Inpatient Care Interests. If ISCM is
reorganized, then ISCM, as the Holder of the Interests in Inpatient
Care, shall retain its Interests in Inpatient Care, which shall not
be affected by the Plan. If ISCM is not reorganized, then the
Interests in Inpatient Care shall be cancelled, and the Holders of
Interests in Inpatient Care shall not receive or retain anything
under the Plan on account of their Interests in Inpatient Care.
Class 7b is Impaired by the Plan. The Holders of the Class 7b
Interests are entitled to vote to accept or reject the Plan.

The Plan provides for distributions to Holders of Allowed Claims
from available Cash, proceeds from future operations of the Managed
Practices via the Debtors through their management fee arrangements
with the Managed Practices and any similar arrangements with other
entities in the future, and the proceeds of the New Value
Contribution.

A full-text copy of the Disclosure Statement dated December 8,
2022, is available at https://bit.ly/3hwq7Al from PacerMonitor.com
at no charge.

Attorneys for the Debtors:

     Daniel R. Fogarty, Esq.
     STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
     110 East Madison Street, Suite 200
     Tampa, FL 33602
     Telephone: (813) 229-0144  
     E-mail: dfogarty@srbp.com

                      About ISCM Holdings

ISCM Holdings, LLC's wholly owned subsidiary, InPatient Care
Management Company, LLC, is a physician management company that
provides management and administrative services including billing
and collection services, financial management services, contracting
services, and day-to-day business operating services for surgical
practices in the medical staffing industry. Management provides
these services to a number of physician practices in the medical
staffing industry, including The Surgicalist Group, PLLC and
others, in exchange for a management fee.

ISCM Holdings and InPatient sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-03601)
on Sept. 1, 2022. In the petition signed by Mit Desai, MD, chief
executive officer, ISCM Holdings disclosed up to $10 million in
both assets and liabilities.

Judge Roberta A. Colton oversees the cases.

Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, PA
is the Debtors' counsel.


KDM FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: KDM Farms LLC
        198 Little Salt Creek Run
        Bedford, IN 47421

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       Southern District of Indiana

Case No.: 22-91146

Judge: Hon. Andrea K. Mccord

Debtor's Counsel: Weston Overturf, Esq.
                  OVERTURF FOWLER LLP
                  9102 N Meridian St Ste 555
                  Indianapolis, IN 46260
                  Tel: (317) 559-3647
                  Email: wes@ofattorneys.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth D. Martin as member.

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

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

https://www.pacermonitor.com/view/DFH4JCQ/KDM_Farms_LLC__insbke-22-91146__0001.0.pdf?mcid=tGE4TAMA


KOHL CORP: Moody's Assigns 'Ba1' CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service downgraded Kohl's Corporation senior
unsecured rating to Ba2 from Baa2. At the same time, Moody's
assigned Kohl's a Ba1 corporate family rating, Ba1-PD probability
of default rating and an SGL-2 speculative grade liquidity rating
(SGL). The outlook is stable. This concludes the review for
downgrade initiated on September 20, 2022.

The downgrade reflects Kohl's erosion of market position and the
deterioration in credit metrics to levels not reflective of an
investment grade rating.  Governance considerations are also
reflected most notably Kohl's completion of $658 million of share
repurchases year to date including a $500 million accelerated share
repurchase program in November despite the weakness in operating
performance, senior management turnover and negative free cash flow
over the past twelve months. Moody's has revised Kohl's governance
issuer profile score to a G-3 from a G-2 reflecting governance risk
is moderately negative.  Although Kohl's operating performance is
poised to improve from its inventory realignment, continued Sephora
rollout as well as lower freight costs, the company faces a
weakening economic environment, which is dampening demand as it
works to return profitability to historical levels.  As such,
Moody's expects its recovery in credit metrics will be prolonged.

The SGL-2 reflects Moody's view that Kohl's has good liquidity.
Profitability and fresh cash flow generation will improve over the
next twelve months, Kohl's reliance on its revolver will decrease
and cash balances will rebuild toward to historical levels.  

Assignments:

Issuer: Kohl's Corporation

Corporate Family Rating, Assigned Ba1

Probability of Default Rating, Assigned Ba1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Downgrades:

Issuer: Kohl's Corporation

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4)
from Baa2

Outlook Actions:

Issuer: Kohl's Corporation

Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

Kohl's Ba1 CFR reflects its significant market position and scale
with approximately $18.6 billion of revenues and its long-term
track record of innovative merchandising which includes a high
level of private label and exclusive merchandise. The credit
profile also reflects Moody's view that Kohl's valued oriented
offering and off-mall format positions the company well to compete
effectively even during more challenging economic conditions.
Nonetheless, the company has had to navigate elevated inventories
and rising costs as its consumer's ability to spend on
discretionary items is pressured. Although the company remains
committed to a clear leverage target of 2.5x (per the company's
definition), Moody's debt/EBITDA is expected to exceed 4x at the
end 2022 up from 2.4x at the end of fiscal 2021. Contributing to
the company's weakness in credit metrics was the completion of $1.2
billion of share repurchases over the last twelve months including
a $500 million accelerated share repurchase program in November
2022 despite having negative free cash flow over the same time
period.  Kohl's has stated it will not pursue share repurchases in
2023.  Reduced product costs and improved inventory management
supports margin expansion in 2023 which along with a suspension in
share repurchases should lead to an improvement in Kohl's credit
profile with debt/EBITDA approaching 3.75x.  However, the company
will need to work to stabilize and improve its market position
relative to not only its department store peers but other
alternative forms of retail as it adapts to new senior leadership
and consumer spending remains under pressure.

The stable outlook reflects Moody's view that profitability will
improve as inventories are realigned with demand and free cash flow
generation increases. The stable outlook also reflects that free
cash flow will be used to repay debt and that share repurchases
will remain suspended until cash balances return to historical
levels.      

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

The ratings could be upgraded if Kohl's demonstrates a consistent
track record of sales and operating income performance which
includes a stabilization or increase in its market share relative
to alternative competitive channels. An upgrade would also require
a capital structure that is commensurate with an investment-grade
rating including maintaining strong liquidity and a conservative
and clearly articulated financial strategy. Quantitatively ratings
could be upgraded if debt/EBITDA is sustained below 3.0 times along
with either RCF to net debt sustained above 25% or EBIT/Interest
expense approaching 4.0x.

Ratings could be downgraded should Kohl's liquidity deteriorate,
comparable sales performance reflects weaker market positioning,
operating performance including margins deteriorate or a more
aggressive financial strategy is pursued including the utilization
of real estate for any purpose other than deleveraging.
Quantitatively, ratings could be downgraded debt/EBITDA be
sustained above 4.0x or EBIT/interest coverage is sustained below
3.0x.

Headquartered in Menomonee Falls, Wisconsin, Kohl's Corporation is
a leading department store retailer with 1,166 stores in the US.
Total revenue is approximately $18.6 billion for the LTM period
ended October 29, 2022.

The principal methodology used in these ratings was Retail
published in November 2021.


KOPIN CORP: David Brook Quits as Director for Health Reasons
------------------------------------------------------------
Kopin Corporation received a letter from David E. Brook on Dec. 9,
2022, a member of the Company's Board of Directors, informing that
he has resigned from the Board effective immediately due to health
reasons.  

Mr. Brook's resignation was not due to any disagreement relating to
the Company's operations, policies or practices, according to the
Company's Form 8-K filed with the Securities and Exchange
Commission.

                            About Kopin

Kopin Corporation -- http://www.kopin.com-- is a developer and
provider of innovative display and optical technologies sold as
critical components and subassemblies for military, industrial and
consumer products.  Kopin's technology portfolio includes
ultra-small Active Matrix Liquid Crystal displays (AMLCD), Liquid
Crystal on Silicon (LCOS) displays and Organic Light Emitting Diode
(OLED) displays, a variety of optics, and low-power ASICs.

Kopin reported a net loss of $13.47 million for the year ended Dec.
25, 2021, a net loss of $4.53 million for the year ended Dec. 26,
2020, and a net loss of $29.37 million for the year ended Dec. 28,
2019.  As of Sept. 24, 2022, the Company had $49.48 million in
total assets, $15.12 million in total current liabilities, $1.39
million in other long-term liabilities, $2.75 million in operating
lease liabilities (net of current portion), and $30.21 million in
total stockholders' equity.


LASERSHIP INC: XAI OFRAITT Marks $1.3-Mil. Loan at 16% Off
----------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Term Trust has
marked its $1,327,802 loan extended to LaserShip Inc to market at
$1,114,531, or 84% of the outstanding amount, as of September 30,
2022, according to a disclosure contained in XAI OFRAITT's Form
N-CSR for the fiscal year ended September 30, filed with the
Securities and Exchange Commission on December 1.

XAI OFRAITT extended a Senior Secured First Lien Loan to LaserShip
Inc.  The loan currently has an interest rate of 7.38% (3M US L +
4.50%) and is scheduled to mature on May 7, 2028.

XAI OFRAITT is a diversified, closed-end management investment
company. The Trust seeks attractive total return with an emphasis
on income generation across multiple stages of the credit cycle.

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.



LASERSHIP INC: XAI OFRAITT Marks $745,800 Loan at 24% Off
---------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Term Trust has
marked its $745,852 loan extended to LaserShip Inc to market at
$566,848, or 76% of the outstanding amount, as of September 30,
2022, according to a disclosure contained in XAI OFRAITT's Form
N-CSR for the fiscal year ended September 30, filed with the
Securities and Exchange Commission on December 1.

XAI OFRAITT extended a Secured Second Lien Loan to LaserShip Inc.
The loan currently has an interest rate of 10.38% (3M US L + 7.50%)
and is scheduled to mature on May 7, 2029.

XAI OFRAITT is a diversified, closed-end management investment
company. The Trust seeks attractive total return with an emphasis
on income generation across multiple stages of the credit cycle.

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.



LOYALTY VENTURES: AB Bond Marks 2027 Loan at 70% Off
----------------------------------------------------
AB Bond Fund, Inc has marked its $595,000 loan extended to Loyalty
Ventures, Inc to market at $178,472, or 30% of the outstanding
amount, as of September 30, 2022, according to a disclosure
contained in AB Bond's Form N-CSR for the fiscal year ended
September 30, filed with the Securities and Exchange Commission on
December 1.

AB Bond's Loan to Loyalty Ventures, Inc. has an interest rate of
7.615% (LIBOR 1 Month + 4.50%) and is scheduled to mature on
November 3, 2027.

AB Bond Fund Inc. provides a broad selection of investment
alternatives to investors. It offers investment grade, corporate
bond, multi-sector, and global bond funds.  AllianceBernstein
Investments, Inc. (ABI) is the distributor of the AB family of
mutual funds. ABI is a member of FINRA and is an affiliate of
AllianceBernstein L.P., the adviser of the funds.

Loyalty Ventures Inc. provides tech-enabled, data-driven consumer
loyalty solutions.



MADJAK LLC: Seeks to Tap Barron & Newburger as Bankruptcy Counsel
-----------------------------------------------------------------
Madjak, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ Barron & Newburger, PC as its
bankruptcy counsel.

The firm's services include:

   (a) advising the Debtor of its rights, powers and duties;

   (b) reviewing the nature and validity of claims asserted against
the property of the Debtor and advising the Debtor concerning the
enforceability of such claims;

   (c) preparing legal documents and reviewing all financial
reports to be filed in the Debtor's Chapter 11 case;

   (d) preparing responses to motions, complaints and other legal
papers that may be filed in the case;

   (e) advising the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;

   (f) working with professionals retained by other parties to
obtain approval of a consensual plan of reorganization for the
Debtor; and

   (g) performing all other necessary legal services for the
Debtor.

Barron & Newburger will be paid at these rates:

     Stephen Sather      $525 per hour
     Other Attorneys     $175 to $475 per hour
     Support Staffs      $40 to $125 per hour

In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.

The firm received a retainer in the amount of $9,238.

Stephen Sather, Esq., a partner at Barron & Newburger, disclosed in
court filings that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

      Stephen W. Sather, Esq.
      Barron & Newburger, P.C.
      5555 West Loop S 235
      Bellaire, TX 77401-2100
      Tel: (512) 649-3243
      Email: ssather@bn-lawyers.com

                         About Madjak LLC

Madjak, LLC operates a med spa on Avery Ranch Road in Austin,
Texas.

Madjak sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Texas Case No. 22-10641) on Sept. 30, 2022, with
up to $50,000 in assets and up to $1 million in liabilities. Sean
Matthew McGahey, manager, signed the petition.

Judge Tony M. Davis oversees the case.

Stephen W. Sather, Esq., at Barron & Newburger, P.C. is the
Debtor's counsel.


MAGNOLIA OFFICE: Jan. 11 Disclosure Statement Hearing
-----------------------------------------------------
Judge Erik P. Kimball will convene a hearing on the Disclosure
Statement of Magnolia Office Investments, LLC, on January 11, 2023,
at 1:30 p.m. in United States Bankruptcy Court, 1515 North Flagler
Drive, Courtroom B, 8th Floor, West Palm Beach, Florida 33401.

The deadline for objections to Disclosure Statement will be on Jan.
4, 2023.

                 About Magnolia Office Investments

Magnolia Office Investments, LLC, is a single asset real estate (as
defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office
building located at 1211 Governors Square Blvd., Tallahassee, Fla.,
which is valued at $5.5 million.

Magnolia Office Investments sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on May 24,
2022.  In the petition signed by Anand Patel, as managing member,
Magnolia Office Investments listed as much as $10 million in both
assets and liabilities.

The case is assigned to Judge Erik P. Kimball.

David L. Merrill, Esq., at The Associates is the Debtor's legal
counsel.


MED PARENTCO: Moody's Lowers CFR to Caa1 & First Lien Loans to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded MED ParentCo., LP.'s (dba
MyEyeDr) ratings including the corporate family rating to Caa1 from
B3, probability of default rating to Caa1-PD from B3-PD, first lien
credit facilities ratings to B3 from B2 and second lien credit
facilities rating to Caa3 from Caa2. The outlook remains stable.

The downgrades reflect Moody's expectation for diminished liquidity
driven by deferred acquisition payments that are to be paid over
the next 15 months through year-end 2023 and higher interest costs.
The downgrades also reflect Moody's expectation that MyEyeDr's
leverage will remain very high over the next 12-18 months.

Moody's took the following ration actions for MED ParentCo., LP.:

Downgrades:

Issuer: MED ParentCo., LP.

Corporate Family Rating, Downgraded to Caa1 from B3

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

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

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

Backed Senior Secured 2nd Lien Term Loan, Downgraded to Caa3
(LGD6) from Caa2 (LGD5)

Outlook Actions:

Issuer: MED ParentCo., LP.

Outlook, Remains Stable

RATINGS RATIONALE

MyEyeDr's Caa1 CFR reflects its weakened liquidity driven by
deferred acquisition payments that are to be paid over the next 15
months through year-end 2023 as well as higher interest costs.
Moody's expects the company to draw on its $125 million revolving
credit facility (undrawn as of Q3 2022) during 2023 to help fund
the deferred acquisition payments. As such, Moody's forecasts
lease-adjusted debt/EBITDA to remain high at about 8x at year-end
2023, including pro-forma adjustments for acquisitions. Moody's
lease-adjusted debt/EBITDA was about 7.9x as of the LTM Q3 2022,
including pro-forma adjustments for acquisitions.

While the company expects to pare back acquisitions in 2023 because
of the tight financing environment, the ratings incorporate
governance risks, specifically the company's private equity
ownership and aggressive debt-financed growth strategy that is
expected to result in persistently high leverage over time.
Positively, MyEyeDr faces no near term debt maturities and its
revolving credit facility expires in August 2024.

The ratings also reflect Moody's view that while e-commerce
penetration in the optical retail sector will remain low,
traditional optical retailers will face margin and market share
pressure over time from growing online competition. Nevertheless,
the credit profile is supported by the recession-resilient and
growing demand for optometrist services and eyewear products due to
aging demographics and the growing prevalence of myopia.

While Moody's expects diminished liquidity driven by the deferred
acquisition payments, higher interest costs, and partial draw on
the revolver to bolster cash flow, remaining revolver availability
should be sufficient to support the business over the next 12
months, resulting in overall adequate liquidity.

The stable outlook reflects Moody's expectations for moderate
growth in the business, supported by improved demand fundamentals
post-COVID/Omicron as well as cost containment initiatives.

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

The ratings could be downgraded if liquidity deteriorates for any
reason. The ratings could also be downgraded should probability of
default increase for any reason including the inability to reduce
leverage to a more sustainable level.

The ratings could be upgraded if the company substantially improves
its liquidity while maintaining positive comparable store sales
growth and solid operating performance. Quantitatively, an upgrade
would require EBITA/interest expense to be maintained above 1x and
lease-adjusted debt/EBITDA to be maintained below 7.5x, inclusive
of adjustments for acquisitions.

MED ParentCo., LP. provides management services to MyEyeDr. O.D.
optometrists and their practices. MyEyeDr practices offer vision
care services, prescription eyeglasses and sunglasses, and contact
lenses. As of September 30, 2022, the company operated
approximately 850 offices and generated approximately $1.26 billion
of trailing twelve months revenue. MyEyeDr has been controlled by
affiliates of Goldman Sachs Merchant Banking Division since August
2019.

The principal methodology used in these ratings was Retail
published in November 2021.


MEND CORRECTIONAL: Seeks Chapter 11 Due to Lawsuits
---------------------------------------------------
Adam Rogan of The Journal Times reports that MEnd Correctional
Care, a medical company providing health care services for inmates
in incarceration facilities throughout the Midwest including the
Racine County Jail, has filed for bankruptcy as it faces multiple
wrongful death lawsuits.

A spokesman for the Racine County Sheriff's Office, which operates
the jail, said "there is no interruption in medical services" for
inmates.

Employees of the company who work in the jail are continuing to do
their jobs for the time being.  The county is looking to
temporarily contract with an Illinois company, Advanced
Correctional Healthcare Inc., as a "stopgap." RCSO Lt. Michael
Luell said Tuesday, December 6, 2022, that the county is in the
beginning stages of a request for proposals process to find a
permanent replacement.

The bankruptcy filing could slow down and limit the potential of a
$20 million civil lawsuit filed against the company and the Racine
County Sheriff's Office by Sherry James -- mother of Malcolm James,
one of the two men who died in the jail last 2021.

The company, MEnD Correctional Care of Minnesota, said in a court
filing that on Nov. 30 it was filing for bankruptcy.

The president of MEnD, Todd Leonard, had his doctor's license
suspended in January by Minnesota's medical board.  He lost his
license because the board found that Leonard had failed to send a
seriously sick inmate to an emergency room "in a timely manner" in
2018, local media (KARE-11 of Minneapolis) reported.  A judge last
year told Leonard that he had acted with "careless disregard for
the health, safety and welfare" of the inmate who died in the
Beltrami County (Minn.) Jail, Hardel Sherrell.

Sherrell's family, in addition to the family members of at least
two others who died in jails where MEnD was the medical provider,
have filed lawsuits, too.

One Minnesota lawsuit ended in a $2.3 million settlement paid by a
county and MEnD after a jail inmate was able to hang himself; the
man had said times he was suicidal but did not receive medical
treatment and guards did not perform required safety checks,
KARE-11 reported.

                            A slowdown

MEnD declaring bankruptcy "puts a little fly in the ointment,"
Kevin O'Connor, the attorney representing Sherry James, said during
a phone interview Monday. "The whole litigation comes to a stop
until something happens with the bankruptcy case."

O'Connor expects litigation to continue early next year, 2023. The
federal lawsuit remains in the discovery phase.

In her lawsuit, Sherry James alleges that her son's constitutional
rights — under the fourth, eighth and 14th amendments -- were
violated, leading to his death June 1, 2021.

O'Connor explained that bankruptcy does not protect the defendant
from a lawsuit when a defendant is facing allegations of violating
constitutional rights, like MEnD is.

However, the potential payout could be significantly reduced.

He gave the following example: If a court orders a company to pay
$100, but the company only has $10 worth of assets and is bankrupt,
then the company would only have to pay $10.  Additionally, if the
company owes money to 10 different people and still only has $10 in
assets, then each person would receive $1.

MEnD's bankruptcy filing indicates that the company claims to have
assets of less than $50,000.

                      Death of Malcolm James

Malcolm James, 27, was placed in jail during a mental health
crisis.  Four days before he died, James called 911 on himself
after he set his own clothes on fire inside his 19th Street
apartment.

He was hospitalized multiple times after being jailed because he
was exhibiting self-harming behaviors, but was sent back to jail
each time and was kept on suicide watch.

On the day of his death, after again appearing at risk of harming
himself, he was teargassed, tased and placed into restraints by
jail guards.

Minutes later, guards tried to remove the Taser barbs from his
back, but were unable to do so quickly.

In video footage from inside the jail, it appears that James begins
to protest the barbs being pulled from his back — the process was
causing him pain — at which point a number of guards place their
weight on him in order to hold him down.

Soon after, James stops breathing, but it does not appear guards
were immediately aware he had stopped breathing.

The Milwaukee County assistant medical examiner who performed the
autopsy concluded that James died of asphyxia because his breathing
was restricted by the position the guards put him in.  Racine
County law enforcement leaders disputed that conclusion.  They
blame James' pre-existing health conditions, and two outside
medical experts brought in by the Racine County District
Attorney’s Office supported that assertion.

Citing that inconclusiveness, District Attorney Patricia Hanson
announced in January she would not be filing criminal charges
against anyone in the case.

The nurse who had been working in the jail when James stopped
breathing, Crystal Kristiansen, had her security revoked by Sheriff
Christopher Schmaling soon after James' death -- an action that
essentially terminated her employment. Kristiansen was an employee
of MEnD but is also being sued individually by Sherry James.

When jail guards noticed Malcolm James was no longer breathing,
they called Kristiansen over, but she did not know where
life-saving equipment was and unsuccessfully attempted to use
smelling salts to awaken James.

According to the state's account of James's death, Kristiansen
arrived in the room about 31 seconds after officers realized James
was unconscious, which was nearly 2 minutes after video allegedly
shows James stopped moving.  Another 3.5 minutes elapsed between
the nurse entering the room and 911 finally being called. As 911
was being called, a correctional officer suggested to Kristiansen
that they should try using an automated external defibrillator, to
which Kristiansen replied that "she does not know where they are
located," according to the DA's report.

CPR did not begin until first responders arrived, nearly 7 minutes
after the nurse entered the area.

Kelly Scroggins-Powell, executive director of Racine Women for
Racial Justice, said in January that Racine County authorities were
using Christiansen as a "scapegoat."

James was the second of two men to die in the Racine County Jail
within four days of each other.  After being arrested on suspicion
of OWI in western Racine County, Ronquale Ditello-Scott Jr., 22,
died of "acute fentanyl toxicity" on May 29, 2021, the Milwaukee
County Medical Examiner's Office determined.

MEnD has remained as the contracted medical provider for RCJ
inmates before and after the deaths of Ditello-Scott and James.

MEnD's website, which remains online, states "At MEnD, we're
revolutionizing correctional healthcare.  We believe we have
developed the ultimate correctional care model by providing high
quality care for patients, while reducing costs and improving
security for facilities."

                  About MEnd Correctional Care

MEnd Correctional Care -- https://www.mendcare.com/ -- provides an
array of healthcare services to inmates during their stay, whether
they're in the jail for a night or for an extended period awaiting
trial or transfer.

MEnd Correctional Care filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Minn. Case No. 22-60407) on Nov.
30, 2022. In the petition filed by odd Leonard, MD CCHP-P, as
president and chief medical officer, the Debtor reported assets up
to $50,000 and liabilities between $1 million and $10 million.

The Debtor is represented by:

    Steven B Nosek, Esq.
    Steven Nosek PA
    1908 Krutchen Court South
    Sartell, MN 56377


MESO DELRAY: Unsecureds Owed $1.9M Recover 11.7% in Wind-Down Plan
------------------------------------------------------------------
Meso Delray, LLC. d/b/a Meso Beach House submitted a Liquidating
Plan and a Disclosure Statement.

The Debtor will not be operating after the confirmation of the
Plan. All of the assets of the Debtor will be distributed, and the
Debtor will cease business.  The Debtor operated a 300-seat
restaurant located on the intercoastal waterway at 800 E. Atlantic
Avenue, Meso Delray, LLC.  On Sept. 15, 2022, the Restaurant was
sold for $2,350,000, with the Debtor's property lease having been
cured of any deficiencies in payment and the secured lender, FVP
Servicing LLC (the "Secured Lender"), having received funds to
satisfy its loan, in full.

The Restaurant was sold to Del Fuego Paradise LLLC, a Florida
Corporation, for $2,350,000.  A deposit of $235,000 was received
upon entering into the asset purchase agreement and the balance was
paid on the Closing Date. In addition,

The Debtor was reimbursed for (1) its security deposit ($100,000)
which it assigned to Purchaser; (2) one-half of the September rent
($28,628), and (3) flood insurance ($7,176) which Purchaser has
been assigned, minus $3,337 which was advanced by Purchaser to pay
for insurance on behalf of the Debtor through the closing date for
an aggregate of $2,482,672.

The cure amount payable to the landlord was set at $393,024, which
was paid from closing proceeds. The secured creditor was paid from
closing proceeds $1,126,604, in full satisfaction of its loan,
which included interest, costs and legal fees. Additionally, the
Debtor paid (1) $7,639 to IPFS, the entity that provided the loan
for insurance pursuant to a stipulation so ordered by the Court
from the proceeds of sale; and (2) $141,000 to Prakas & Co. as its
brokerage commission for obtaining the purchaser for the
Restaurant.

Under the Plan, Class 3 Unsecured Claims will be paid from Cash
available after the payment of the other allowed claims. It is
projected that approximately $230,992 will be available for
distribution to the Allowed Unsecured Claims on a pro-rata basis.
This amount may vary based on the resolution of claims and
administrative costs related to finalizing the bankruptcy.  Class 3
is impaired.

Payments to holders of Allowed Unsecured Claims under the Plan will
be made from the balance of funds which are expected to be
approximately $230,992.  Given a pool of unsecured debt of
approximately $1,977,185, the percentage to Allowed Unsecured
Claims will be approximately 11.68%.  The Debtor will reserve funds
for Disputed Claims and in the event, those Disputed Claims are
ultimately not paid, those funds will be added to the pool of funds
for distribution or used for windup expenses of the Debtor.
Likewise, any successful preference item claims will be added to
the pool of funds for distribution or for windup expenses. In
addition, professional fees for services rendered by the Debtor's
attorneys subsequent to the Effective Date in connection with the
Plan or the Debtor's Chapter 11 case, and reimbursement of expenses
relating to such services may be paid by the Debtor without prior
court approval, to the extent that section 1123(b)(6) of the Code
is applicable.

Counsel for the Debtor:

     H. Bruce Bronson, Esq.
     BRONSON LAW OFFFICES, P.C.
     480 Mamaroneck Ave.
     Harrison, NY 10528
     Tel: (914) 269-2530
     Fax: 888-908-6906
     E-mail: hbbronson@bronsonlaw.net

A copy of the Disclosure Statement dated Dec. 2, 2022, is available
at https://bit.ly/3XSw237 from PacerMonitor.com.

                        About Meso Delray

Meso Delray, LLC, operates a restaurant in Delray Beach, Fla.,
which specializes in Mediterranean cuisine.

Meso Delray sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22388) on June 27,
2022.  In the petition signed by its managing member, Alan
Schoening, the Debtor disclosed up to $10 million in both assets
and liabilities.

Judge Sean H. Lane oversees the case.

The Debtor tapped H. Bruce Bronson, Esq., at Bronson Law Office,
P.C. as legal counsel and Lester S. Caesar, CPA as accountant.


MIDWEST VETERINARY: Moody's Affirms 'B3' CFR, Outlook Remains Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Midwest
Veterinary Partners, LLC ("MVP"), including the B3 Corporate Family
Rating and B3-PD Probability of Default Rating. Moody's also
affirmed the B3 ratings on the senior secured first lien credit
facilities. The rating outlook remains negative.

The rating affirmation reflects Moody's expectation that MVP will
reduce acquisition activity while continuing to improve reported
EBITDA over the next 12-18 months, driving positive free cash flow
over the period. Moody's notes that reported EBITDA has improved to
approximately $70 million in the last twelve months as of November
30, 2022 (from $1 million as of December 31, 2021). Moody's expects
a portion of expenses related to integration and staff recruiting
will persist over the next 12-18 months, constraining the level of
positive free cash flow in FY2023. Moody's expects that fixed
charges will rise to approximately $125 million in FY2023, driven
by higher interest expense. Finally, Moody's believes that rising
labor expenses will persist in 2023, but will be partially
mitigated by ongoing pricing actions. In sum, Moody's projects
modest deleveraging driven by organic EBITDA growth over the next
12-18 months.  

The outlook is negative. While the company's quality of earnings is
improving, a significant amount of add-backs to adjusted EBITDA
persists, which poses heightened uncertainty around the true
underlying cash generating ability of the company.

Affirmations:

Issuer: Midwest Veterinary Partners, LLC

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured 1st Lien Term Loan, Affirmed B3 (LGD3)

Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3
(LGD3)

Outlook Actions:

Issuer: Midwest Veterinary Partners, LLC

Outlook, Remains Negative

RATINGS RATIONALE

MVP's credit profile broadly reflects its high leverage of 8.2x
debt/EBITDA as of September 30, 2022 (on Moody's adjusted basis).
The ratings incorporate event and financial policy risks related to
MVP's aggressive acquisition strategy and its private equity
ownership. The risks from the company's rapid growth strategy
include potential integration challenges, and a high level of
"non-recurring" expenses that have constrained consistent positive
free cash flow generation in each quarter since the inception of
the rating in April 2021.

Partially mitigating these risks are favorable long-term trends in
the pet care sector that underpin Moody's expectation for healthy
same-store revenue in the mid-single-digit range over the next few
years. Moody's notes that organic earnings growth prospects have
been dimmed due to higher labor costs that have pressured
profitability in 2022. Moody's expects organic EBITDA growth to
remain constrained over the next 12-18 months, reflecting a tight
labor market for veterinarians and vet technicians. That said,
Moody's believes that rising labor expenses will be partially
mitigated by ongoing pricing actions over the next 12-18 months,
with modest deleveraging driven by organic growth over the period.

The liquidity profile is adequate. MVP's liquidity includes $10
million in cash, and $20 million available under its $40 million
revolver as of September 30, 2022. Moody's expects that MVP will
generate positive free cash flow of $5 to $15 million in 2023.
There are no financial maintenance covenants, although the revolver
has a springing first lien net leverage ratio covenant (set at
7.93x with no step-downs), when the revolver draw exceeds 35% of
the total commitment. Under the current revolver draw, the first
lien net leverage covenant was tested at 4.86x as of September 30,
2022, inclusive of EBITDA add-backs allowed under the company's
credit agreement. Moody's believe that the company will have ample
cushion under the covenant should it continue to be tested.

MVP's ESG credit impact score is very highly negative (CIS-5). The
score reflects very highly negative exposure to governance risks,
driven by very highly negative financial strategy and risk
management, reflected in aggressive financial policies. The score
also reflects highly negative exposure to social risks, primarily
from human capital. MVP is reliant upon a highly specialized
workforce (veterinarians and vet technicians) that exposes the
company to elevated risks from labor supply and/or inflationary
pressures.

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

The ratings could be downgraded if operational performance
deteriorates or liquidity weakens. This would include a sustained
free cash flow deficit, an inability to manage the company's rapid
growth, and/or EBITA-to-interest approaching one times.

The ratings could be upgraded if the company delivers sustained
revenue and earnings growth and is successful in integrating
acquisitions. Moderation of aggressive financial policies,
partially evidenced by debt/EBITDA sustained below 6.5 times, along
with positive free cash flow and a healthy cash balance could also
support an upgrade.

Headquartered in Southfield, Michigan, Midwest Veterinary Partners,
LLC (d/b/a "Mission Veterinary Partners" or "MVP") is a national
veterinary hospital consolidator, offering a full range of medical
products and services, and operating approximately 330 general
practice locations across 35 states. The company generated pro
forma revenues of approximately $960 million for the last twelve
months ending September 30, 2022. MVP is a portfolio company of
private equity firm Shore Capital Partners.  

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


MUSCLE MAKER: Sadot Posts $54.19M Revenue in First 30 Days
----------------------------------------------------------
Muscle Maker, Inc. announced its new wholly owned subsidiary, Sadot
LLC, generated $54.19 million in revenue for the month of November,
its first month of operation and management by AGGIA LLC FZ.  For
the month of November, Sadot completed 26 commodity shipping
transactions in seven different countries consisting of various
commodities such as food oils, white wheat and soybean meal.

Michael Roper, CEO of Muscle Maker, stated "it has been our belief
that the AGGIA agreement could be a game changer for Muscle Maker.
To put the $54.19 million into perspective, the total company
revenue through Q3, 2022 was $8.67 million.  The $54.19 million
revenue Sadot generated for November alone pushes the total company
revenue for the entire year to date upwards of 725% in just one
month, raising our year-to-date revenue to $62.86 million."

On November 18th, Muscle Maker filed a Form 8K with the Securities
and Exchange Commission and issued a corresponding press release
announcing a new subsidiary, Sadot, and a material agreement
between Sadot and AGGIA.  AGGIA will manage the day-to-day
operations of Sadot, focusing on shipping, trading, sourcing,
farming and production of physical commodities.  The agreement
could eventually lead to a change in the makeup of the Muscle Maker
board of directors and result in a significant issuance of common
stock to AGGIA.  This is a pay for performance agreement where
AGGIA can earn shares of Muscle Maker common stock based solely on
net income generated.  Shares earned are calculated using net
income generated divided by a premium share price of $1.5625 per
share.  AGGIA could earn up to 14,424,275 shares of common stock by
generating $22,537,929 of net income into Sadot.

Roper continued, "a unique aspect of this agreement with AGGIA is
that it is pay-for-performance based.  AGGIA only earns shares of
common stock if they generate net income into our wholly owned
subsidiary, Sadot.  We are confident AGGIA has the experience and
expertise to implement the Sadot strategy, and we believe $54.19
million in revenue in one month is a positive start.  While AGGIA
focuses on the commodity side of the business, the current Muscle
Maker team continues to focus on growing the company through our
Pokemoto franchising efforts.  Our strategy remains the same.  As a
matter of fact, last week we announced the Pokemoto division has
crossed a milestone by signing 50 franchise agreements.  This
structure allows the Muscle Maker team to focus on franchise growth
while the AGGIA team focuses on the commodity shipping side of the
business.  We believe this leverages each team's strengths while
also creating a more diversified company overall."

The preliminary, unaudited financial results included in this press
release are based on information available as of Dec. 12, 2022 and
management's initial review of operations and financial results as
of such date.  They remain subject to change based on the
completion of the Company's customary quarterly financial closing
and review procedures and are forward-looking statements.  The
Company assumes no obligation to update these statements, except as
may be required by law.  The actual results may be materially
different and are affected by the risk factors and uncertainties
identified in this press release and in the Company's annual and
quarterly filings with the Securities and Exchange Commission.
Further, the Company's independent auditor has not reviewed or
performed any procedures on the preliminary, unaudited financial
results.

                        About Muscle Maker

Headquartered in League City, Texas, Muscle Maker, Inc. is the
parent company of "healthier for you" brands delivering food
options to consumers through traditional and non-traditional
locations such as military bases, universities, ghost kitchens,
delivery and direct to consumer ready-made meal prep options.
Brands include Muscle Maker Grill restaurants, Pokemoto Hawaiian
Poke, SuperFit Foods meal prep and multiple ghost kitchen brands
such as Meal Plan AF, Wrap it up Wraps, Bowls Deep, Burger Joe's,
MMG Smoothies, Mr. Tea's House of Boba, Gourmet Sandwich Co and
Salad Vibes.

Muscle Maker reported a net loss of $8.18 million for the year
ended Dec. 31, 2021, a net loss of $10.10 million for the year
ended Dec. 31, 2020, and a net loss of $28.39 million for the year
ended Dec. 31, 2019.  As of Sept. 30, 2022, the Company had $25.38
million in total assets, $6.45 million in total liabilities, and
$18.93 million in total stockholders' equity.


NEW CONSTELLIS: XAI OFRAITT Marks $107,700 Loan at 51% Off
----------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Term Trust has
marked its $107,755 loan extended to New Constellis Borrower LLC to
market at $52,868, or 49% of the outstanding amount, as of
September 30, 2022, according to a disclosure contained in XAI
OFRAITT's Form N-CSR for the fiscal year ended September 30, filed
with the Securities and Exchange Commission on December 1.

XAI OFRAITT extended a Secured Second Lien Loan to New Constellis
Borrower LLC.  The loan currently has an interest rate of 14.12%
(3M US L + 11.00%) and is scheduled to mature on March 27, 2025.

XAI OFRAITT is a diversified, closed-end management investment
company. The Trust seeks attractive total return with an emphasis
on income generation across multiple stages of the credit cycle.

Headquartered in Herndon, Virginia, New Constellis Borrower LLC is
an Aerospace & Defense contractor, providing 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.



NIC ACQUISITION: Moody's Cuts CFR to Caa1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has downgraded NIC Acquisition Corp.'s
(dba Innovative Chemical Products Group, or "ICP") Corporate Family
Rating to Caa1 from B3, and Probability of Default Rating to
Caa1-PD from B3-PD. The company's first-lien credit facilities and
second-lien term loan are downgraded by one notch to Caa1 and Caa3,
respectively. The outlook is changed to stable from negative.

"The rating downgrade reflects ICP's weakened credit quality with
persistently high debt leverage, increasing interest burden and
demand softness amid economic headwinds. The company's earnings
have been behind management guidance for a number of quarters.
Additional debt was raised in 2022 to replenish liquidity, which
should remain adequate for the next 12 months. However, the risk of
a financial restructuring is on the rise given the weak cash flow
generation, diminishing headroom under its financial covenant and
tightening financing conditions," says Jiming Zou, a Moody's Vice
President and Senior Analyst for ICP.

Downgrades:

Issuer: NIC Acquisition Corp.

Corporate Family Rating, Downgraded to Caa1 from B3

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

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

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

Backed Senior Secured 2nd Lien Term Loan, Downgraded to Caa3
(LGD5) from Caa2 (LGD6)

Outlook Actions:

Issuer: NIC Acquisition Corp.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The persistently high debt leverage makes the company's credit
profile no longer aligned with its previous B3 rating. Moody's
estimated adjusted debt/EBITDA, including the expected cost
savings, will be close to 9x at the end of 2022. If ICP can achieve
its planned cost savings, improve sales volumes and reduce the
impact of cost inflation after a disappointing 2022, its adjusted
debt leverage will still remain high at about eight times by the
end of 2023 in Moody's view. The prospect of free cash flow
generation is dimmed by business restructuring costs, additional
fees and expenses and increasing interest burden, though slightly
more than half of its debt has been swapped to fixed rates.

Execution risks remain elevated given the ongoing business
restructuring and challenging operating environment, including
customer destocking and a slowing demand in the construction
sector. Management has failed to meet its own earnings guidance for
the last several quarters. ICP suffered from supply constraints and
cost inflation in freight, labor and raw materials in the aftermath
of COVID pandemic and winter storm Uri. While supply conditions are
improving, it continues to be impacted by the high raw material
costs in its bulk asphalt business in the second half of 2022. The
company has undertaken drastic restructuring programs including
headcount reduction and rationalization of production facilities
since Q2 2022, targeting $60 million annualized savings.

ICP has adequate liquidity to support its business operations for
the next four quarters. At the end of September 2022, the company
had $111 million liquidity, including $26 million cash and $85
million available revolver. Its incremental $80 million first lien
debt issuance in September 2022 replenished its liquidity, but also
added additional debt. Although working capital release will
support cash flow in Q4 2022, Moody's expect the company will rely
on its available revolver to cover seasonal working capital needs
in early 2023 and other spending needs related to business
integration and restructuring. The revolver contains a springing
financial covenant—a first lien leverage ratio not exceeding
7.75x—which will be tested if the outstanding revolver exceeds
35% of the total commitment. There is an increasing risk of
breaching this covenant, if the company fails to improve earnings.

The rating also reflects ICP's aggressive financial strategy under
the private equity ownership. A number of debt-funded high-multiple
acquisitions including Gardner-Gibson and Choice Adhesives in 2021
and Leeson Polyurethanes in 2020 increased its overall debt
leverage and reduced its financial buffer against unfavorable
market conditions. Performance of these acquired business has been
below expectation.

The rating is supported by ICP's diversified product offerings,
niche market focus, exposure to the relatively resilient repair and
renovation coatings and adhesives markets. A large share of the
business associated with building renovation supports sales
visibility. Cost increases in raw materials such as acrylic resins,
MDI, TiO2, additives and packaging materials can be generally
passed on to customers, albeit with a time lag, thanks to its
specialization in formulation and its focus on niche markets and
professional contractors in the construction and industrial markets
with certification requirements.

The Caa1 ratings on the first lien revolver and term loan are in
line with the CFR and reflect the preponderance of the first lien
facilities in the debt capital structure and their first priority
secured interest in substantially all assets and outstanding equity
interest of the borrowers, guarantors and their subsidiaries.

The Caa3 rating on the second lien term loan, two notches below the
CFR, reflects its subordination to the first lien credit facilities
based on Moody's Loss Given Default for Speculative-Grade Companies
(LGD) Methodology. ICP's covenant-lite loans allow for generous
EBITDA add-backs and incremental term loans that result in weak
protection for creditors.

The stable outlook reflects Moody's expectation of adequate
liquidity and the company's ongoing efforts to improve earnings and
debt leverage over the next 12 months.

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

Moody's could upgrade the rating, if the company improves its
earnings, reduces debt leverage below 7.0x and generates positive
free cash flow.

Moody's could downgrade the rating, if ICP's earnings continue to
weaken. Interest coverage below 1.5x, negative free cash flow and
deterioration in liquidity could also result in a rating
downgrade.

The rating has also incorporated environmental, social and
governance considerations. NIC Acquisition Corp.'s Credit Impact
Score of 5 (CIS-5) reflects its aggressive financial policy under
the private equity ownership. In the last several years, the
company's earnings have been behind expectation due to cost
inflation, supply chain constraints and a fire incident. As a
specialty coatings, adhesives and sealants company, ICP is also
exposed to environmental and social risks, but to a less than
extent than producers of commodity chemicals.

Innovative Chemical Products Group, formed in late 2015, is a
leading formulator of specialty coatings, adhesives, sealants, and
elastomers serving the industrial and construction markets. ICP
operates in two business segments--ICP Building Solutions Group and
ICP Industrial Solutions Group. ICP is controlled by funds
affiliated with Audax Management Company, LLC, together with other
investors including management. Revenues for the last twelve months
ended September 2022 was about $900 million.

The principal methodology used in these ratings was Chemicals
published in June 2022.


NUZEE INC: Stockholders Approve Reverse Split of Common Stock
-------------------------------------------------------------
NuZee, Inc. held a special meeting of stockholders on Dec. 9, 2022,
at which the Company's stockholders:

   (1) approved an amendment of the Company's Articles of
Incorporation to effect a reverse stock split;

   (2) did not pass a proposal to amend the Articles of
Incorporation to Reincorporate the "Additional Articles"; and

   (3) approved an adjournment of Special Meeting to a later date
or dates to solicit additional proxies if necessary.

Although Proposal Two did not have sufficient votes to pass, the
Company's Board of Directors determined not to move to adjourn the
meeting to a later date to solicit additional votes in favor of
this proposal.
  
                            About NuZee

NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee pouch producer and co-packer.
The Company owns packing equipment developed in Asia for single
serve pour over production.  It co-packs single-serve pour-over
coffee and tea bag style coffees for customers in the U.S. market
and also co-packs for the South Korean market.

NuZee reported a net loss of $18.55 million for the year ended
Sept. 30, 2021, a net loss of $9.52 million for the year ended
Sept. 30, 2020, and a net loss of $12.21 million for the year ended
Sept. 30, 2019.  Nuzee reported a net loss of $2.80 million for the
three months ended Dec. 31, 2021.  As of June 30, 2022, the Company
had $12.39 million in total assets, $2.21 million in total
liabilities, and $10.18 million in total stockholders' equity.


ORBCOMM INC: S&P Affirms 'B-' ICR, Off CreditWatch Negative
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating and debt
ratings and removed them from CreditWatch, where S&P placed them
with negative implications on Nov. 1, 2022.

The negative outlook reflects the execution risk associated with
significantly ramping up production amid global supply chain
constraints while shifting manufacturing and procurement practices,
combined with an increased likelihood of a recession that could
affect demand. This could result in credit metrics remaining
stretched for the current rating.

Sponsor capital infusion improves near-term liquidity. ORBCOMM has
obtained funding from GI Partners to avoid a near-term cash
shortfall and bolster liquidity. The capital infusion addresses
ORBCOMM's immediate funding need, and we believe its liquidity is
now sufficient to sustain operations over the next year. S&P said,
"Our view is supported by our forecast for earnings growth of about
60% in 2023 with modest FOCF because of increased device shipments.
ORBCOMM had about $5 million cash and $7 million of availability
under the revolving credit facility due in 2026 as of Sept. 30,
2022. We expect the company to burn through about $15 million of
FOCF in the fourth quarter of 2022 before cash flow turns positive
in the first quarter of 2023. However, we believe there is limited
cushion for further deterioration in near-term cash flow, as we
project only $10 million-$15 million in available cash and revolver
balances at year-end. In the event ORBCOMM's cash flow falls short
of expectations due to delays in shipments, we believe the sponsor
has incentives to contribute additional funds, provided the quality
of the backlog remains intact."

ORBCOMM's liquidity has narrowed because of increased borrowings
under its revolving credit facility to fund working capital
deficits due to supply chain constraints. Its working capital has
been pressured by prepayments made to secure inventory, higher
component and freight costs, and reduced operating leverage due to
lower shipment volumes. S&P expects supply chain issues to moderate
over the coming quarters, allowing ORBCOMM to normalize its working
capital as inventory is delivered. Still, there is uncertainty
around the timing and size of shipments, which could result in
moderate cash shortfalls if the supply chain does not meaningfully
improve. Further, its cash flow will be affected by rising interest
rates since about half of its floating-rate debt is unhedged.

S&P believes increased device production will gradually improve
credit metrics over the next year, although supply chain and
manufacturing challenges remain. ORBCOMM had $118 million of
hardware revenue and $15 million of annual recurring revenue (ARR)
in its backlog as of Sept. 30. Through October, its weekly device
production improved to about 11,000, a 43% increase over the end of
the third quarter. This ramp-up in production, if sustained, would
result in near record shipments and full conversion of its backlog
to revenue within the next few quarters. In addition, we expect
initial shipments under the company's large-unit contract with
Hapag-Lloyd to contribute about $34 million of hardware revenue in
2023. Under these conditions, ORBCOMM could increase earnings more
than 150% in 2023.

However, its ability to deliver depends on access to device
components, which has been limited by supply chain constraints. It
also depends on the success of new manufacturing and procurement
initiatives, including onboarding a new contract manufacturer, and
the ongoing sourcing of components on the open market. Recognizing
these risks, S&P projects earnings growth of about 60% and leverage
to decline to the 7x area in 2023, compared to its expectation for
leverage in the 11x area in 2022. At the same time, S&P forecasts
modest FOCF of about $3 million in 2023.

ORBCOMM could be hurt by a recession, which S&P expects in the
first half of 2023. Much of its EBITDA has direct ties to general
economic activity as approximately 50% of the company's revenue
comes from trucking and about 12% from shipping, both directly
correlated with GDP. The company generates most of its earnings
though the more profitable service side of the business, which may
be impaired by a slowdown in consumer spending that reduces
shipping and trucks on the road. Furthermore, the pace of
deliveries of new trucks tends to be sensitive to economic
conditions, despite long lead times. Conversely, ORBCOMM has a
degree of protection from roughly 25% of its revenue related to
refrigerated goods, which tend to be less sensitive to economic
cycles and international trade. Additionally, many of its service
contracts have elements to them which provide some protection
against lower usage. Separately, global supply chain woes have
spurred demand for internet of things (IoT) devices across
transportation, heavy equipment, and marine industries.

ORBCOMM is a small-scale provider of IoT products and services and
could be vulnerable to increasing competition. ORBCOMM operates in
a niche--but expanding--industry, targeting all transportation
asset classes (road, sea, rail, and intermodal) and heavy equipment
through IoT offerings. The company's most notable competitive
advantage is its ability to design hardware that enables a
comprehensive solution that includes connectivity, device
management, and applications while offering lower prices to
customers because of vertical integration. While S&P believes there
are notable switching costs because it usually takes several
quarters to outfit an entire fleet, ORBCOMM lacks a fully global,
owned, low-latency network that allows real-time tracking of assets
over the ocean. Unlike competitors such as Iridium Communications
Inc. that have lower-latency networks with wider coverage zones,
ORBCOMM's network of satellites can have a delay of up to 15
minutes over the ocean until it can reach a ground access point for
communication. In addition, long-term risks include large-scale
telecommunications providers, such as Verizon Communications Inc.
through its Verizon Connect subsidiary (formerly Fleetmatics),
trying to monetize 5G network build-outs by targeting IoT
offerings. ORBCOMM has 10 partnerships with wireless and satellite
providers that complement its owned satellite network to provide
near-ubiquitous coverage. S&P believes this exposes the company to
renewal risk and weakens its negotiating position if wireless
partners shift their strategies to gain more control over the
customer relationship in this market.

In addition, several low-earth orbit (LEO) constellations are
launching over the next few years, such as SpaceX's Starlink and
Amazon Kuiper, among others. As the IoT industry expands, those new
entrants may be attracted to the market, either directly or through
a service partnership. While S&P believes that at first these new
entrants will be focused on higher average revenue per user (ARPU)
products, such as consumer broadband, because the cost of receivers
may initially be high compared with an ORBCOMM receiver, they could
eventually shift their focus as they search for other use cases as
the price of the hardware comes down. S&P expects available
bandwidth to increase over the next few years following the launch
of the LEO constellations and very-high throughput (geostationary)
satellites. As available bandwidth continues to increase, pricing
pressure could also attract new IoT service providers. However, in
the short term, competition is tempered by high switching costs and
multiyear contracts, in which ORBCOMM is well positioned within its
niche market to capture greater demand within the industrial IoT
market.

The negative outlook reflects the execution risk associated with
significantly ramping up production amid global supply chain
shortfalls, while shifting manufacturing and procurement practices
combined with an increased likelihood of a recession that could
affect demand.

S&P could lower the rating if:

-- Supply chain constraints disrupted order fulfillment or reduced
demand resulted in lower device shipments and subscriber growth.

-- Its customer churn was substantially higher than S&P expects
because of increased competition and pricing pressure, which limits
EBITDA growth and FOCF generation and keeps leverage elevated such
that the company's financial commitments appeared unsustainable
over the long term.

-- S&P believed the company would face a near-term liquidity
crunch, which it believes is more likely if the quality of its
backlog is reduced.

S&P could revise the outlook to stable if:

-- ORBCOMM ramped up shipments while successfully onboarding a new
manufacturer.

-- Leverage approached 7x, with prospects for further improvement
over time.

S&P could raise the rating on ORBCOMM if:

-- ORBCOMM sustained healthy growth in its subscriber count while
expanding its margins.

-- Leverage improved below 6x, with prospects for a further
decrease over time.

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



ORBIT ENERGY & POWER: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Orbit Energy & Power LLC filed for chapter 11 protection in the
District of New Jersey.  

The Debtor is a service provider that specializes in the
installation of solar panels and water purification systems.

In November of 2017, Sean Angelini founded Orbit Energy & Power at
his dining room table.  With relatively no outside capital, Mr.
Angelini was able to grow the Debtor into an $80 million company in
just under 5 years time.  Mr. Angelini has more than 25 years of
experience, and his role is to lead and expand the Debtor's
national initiatives, with a current Mid-Atlantic territory
operation center located in Sewell, New Jersey, as well as
additional satellite offices located in Pennsylvania, Delaware,
Maryland, North Carolina, and FLorida.

The Debtor currently has 321 team members, and has 106 company
vehicles on the road.

The Debtor has secured debt of $480,000 to Republic First Bank and
additional amounts due to merchant cash advance lenders.  The
Debtor has unsecured debt consisting mostly trade vendors, which
totals $7 million of which $1 million is disputed with a supplier.

The dispute with the supplier was the trigger to the cascade of
problems that caused the bankruptcy.  The Debtor had expanded and
had relied upon U.S. Renewables and REC Manufacturing for several
million dollars of solar panels that were ordered.  U.S. Renewables
and REC Manufacturing failed to supply the panels and the Debtor
had to scramble to find panels and find the money to pay the
increased price.  The Debtor began borrowing from MCA lenders, and
the loss of liquidity, raising interest rates and falling consumer
demand was a perfect storm and the Debtor could not weather all
these issues.

The Debtor began to implement a restructuring plan that included
workforce reductions and closing unprofitable locations.  The plan
implemented a shutdown of the NC and FL branches and close the HVAC
and non-solar roof business.  The Debtor's operations are now
largely confirmed to NJ, PA, DE, MD, with some wind-down activities
in NC and FL.

In Chapter 11, the Debtor intends to continue its business
operations without interruption toward the objective of formulating
an effective plan of reorganization.

                         First Day Motions

The Court on Dec. 7, 2022, issued a notice of missing schedules of
assets and liabilities and statement of financial affairs, and an
order to show cause why the case should not be dismissed for
failure to file documents.  Per the notice, the documents are due
Dec. 27, 2022.

The Debtor is asking the Court to extend the deadline to file the
Schedules to Jan. 10, 2023.  The Debtor says it's in the process of
compiling the information necessary to complete the Schedules.

Aside from the Schedules Motion, the Debtor filed motions to (i)
use cash collateral, (ii) approve the Insurance Premium Finance
Agreement with IPFS Corporation, (iii) honor and then assume
certain third-party consumer financing programs, and (iv) honor and
then assume certain fuel and Home Depot credit cards.

                   About Orbit Energy & Power

Orbit Energy & Power LLC is a solar energy contractor in Mantua,
New Jersey.

Orbit Energy & Power LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 22-19628) on Dec.
6, 2022.  In the petition filed by Sean Angelini, as managing
member, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.

The Debtor is represented by:

   Albert A. Ciardi, III
   Ciardi Ciardi & Astin
   106 East Mantua Avenue
   Wenonah, NJ 08090


OXFORD FINANCE II: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Oxford Finance LLC (Oxford) and its wholly owned,
debt-issuing subsidiary Oxford Finance Co-Issuer II Inc. at 'BB'.
The Rating Outlook is Stable. Fitch has also affirmed Oxford's
senior unsecured debt rating at 'BB-'.

KEY RATING DRIVERS

Oxford's ratings reflect its solid franchise in the health
care/life sciences sectors, its focus on senior lending, which has
led to strong asset quality performance historically, relatively
consistent operating performance through market cycles, adequate
liquidity profile, an expanding managed funds business, which will
contribute to growing fee income over time, and an experienced
management team.

Rating constraints include higher leverage as compared to business
development company (BDC) peers, a largely secured funding profile,
which reduces funding flexibility, and the potential liquidity and
leverage impact from meaningful draws on portfolio company revolver
commitments, which tend to increase during market downturns.
Constraints also include highly competitive underwriting conditions
in the middle market, within life sciences and health care
specifically, and a modest degree of key person risk associated
with J. Alden Philbrick, who founded Oxford in 1987 and has since
served as President and CEO.

Oxford is a specialty finance lender with a $3.9 billion loan
portfolio as of Sept. 30, 2022, across life sciences loans,
leveraged cash flow lending, asset-based lending and real estate.
The company is focused on the senior part of the capital structure,
with a portfolio consisting largely of first lien loans, which
Fitch views favorably. At Sept. 30, 2022, Oxford had exposure to
147 borrowers across 36 health care and life sciences subsectors.
Oxford's top 10 borrowers represented 22.4% of the total portfolio
at 3Q22, which is modestly below the peer average and reduces the
firm's exposure to loss from any individual lending position.

Oxford's credit performance has been solid historically, with just
$97.4 million of cumulative net charge-offs, representing 0.96% of
$10.1 billion in originations since 2002. For the nine months-ended
Sept. 30, 2022, the net charge-off ratio was 0.61%, annualized,
while non-accruals were 0.8% at quarter-end; down from an average
of 1.35% from 2018 to 2021, which is relatively in line with peers.
The company's solid asset quality also benefits from attractive
health care industry dynamics, such as significant financial
investment, government spending and favorable demographics.

Oxford's core earnings have been solid. Pre-tax ROAA was 4.2% in
the nine months ended Sept. 30, 2022, in line with the four-year
average of 4.3% from 2018 to 2021 and is expected to increase near
term as net interest income will benefit from rising interest
rates, although intense competition will continue to contain
spreads in the healthcare sector. Still, relative to BDCs, Fitch
expects Oxford to have a more stable earnings profile as it is not
required to mark its portfolio to fair value on a quarterly basis
and it has less exposure to equity investments, which can
contribute to more volatile gains and losses.

Fitch believes core earnings could come under pressure in the
medium term as a sustained economic downturn could translate to
asset quality issues, increasing non-accruals and requiring
additional provisioning. Portfolio companies may also be pressured
by higher debt service burdens as interest rates rise. Still, these
headwinds could be offset by Oxford's focus on lending to defensive
and less cyclical industries.

Oxford has a targeted leverage ratio, as measured by consolidated
gross debt divided by tangible equity, of 3.0x-3.5x. Tangible
equity is calculated as total equity less goodwill and intangible
assets. Leverage was 3.4x at Sept. 30, 2022, which is within the
targeted range, but up from 2.9x at YE 2021, due to an increase in
borrowings to fund portfolio growth. Oxford's leverage is higher
than rated BDC peers but relatively consistent with other
commercial lenders and is within Fitch's 'bbb' category benchmark
range of 0.75x-4.0x for finance and leasing companies with an
operating environment score of 'bbb'.

Oxford's funding profile is largely secured, but is relatively
diversified with well laddered maturities. At Sept. 30, 2022, the
company had six different revolving lending facilities from over a
dozen banks in addition to five securitizations, an asset-backed
notes agreement and $400 million of unsecured notes. Unsecured debt
represented 13% of total debt at 3Q22, which is below the BDCs
average and within Fitch's 'b and below' funding, liquidity and
coverage benchmark range of less than 20% for finance and leasing
companies with an operating environment score of 'bbb'. Fitch does
not expect a material change in the company's funding mix over the
Outlook horizon, which will continue to constrain the ratings.

Fitch views Oxford's liquidity profile as sound. Given its revolver
commitments, Fitch expects Oxford to maintain adequate liquidity to
meet potential peak revolver draws during periods of market stress,
as was seen in 1H20, when revolver utilization peaked around 58%.
At Sept. 30, 2022, Oxford had $407.5 million of liquidity through
unrestricted cash on balance sheet, availability under debt
financing agreements, cash available for reinvestment and equity
commitments, which is sufficient to fund $392 million of portfolio
company revolver commitments.

While Oxford has generally paid out the majority of its earnings to
shareholders over time, the company may reduce distributions at any
time, which Fitch views favorably. Shareholders have also been
supportive of portfolio growth, injecting $260 million of capital
into Oxford in 2021 and an additional $49.5 million through Sept.
30, 2022.

The Stable Outlook reflects Fitch's expectation that, over the
Outlook horizon, Oxford will retain underwriting discipline given
the competitive market conditions, demonstrate sound credit
performance, manage leverage within the targeted range and maintain
sufficient liquidity to fund potential draws on unfunded
commitments.

RATING SENSITIVITIES

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

A sustained increase in leverage above the targeted range, material
deterioration in asset quality, an inability to maintain sufficient
liquidity to fund operating expenses and revolver draws, a change
in the perceived risk profile of the portfolio, and/or damage to
the firm's franchise which negatively impacts its access to deal
flow and industry relationships would be negative for ratings.

Additionally, any change in the funding mix, such as a sustained
decline in the proportion of unsecured funding, could lead to an
adverse rating action.

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

Increased portfolio diversification by sector and issuer, a
sustained reduction in leverage below 3.0x, improved funding
flexibility, as evidenced by unsecured debt approaching 30% of
total debt, and strong and differentiated credit performance of
recent vintages would be positive for ratings.

Any ratings upgrade would be contingent on the maintenance of
consistent operating performance and a sufficient liquidity
profile.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The senior unsecured debt rating is one notch below the Long-Term
IDR given the high balance sheet encumbrance and the largely
secured funding profile, which indicates weaker recovery prospects
under a stress scenario.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The unsecured debt rating is expected to move in tandem with the
Long-Term IDR. However, a material increase in the proportion of
unsecured funding or the creation of a sufficient unencumbered
asset pool, which alters Fitch's view of the recovery prospects for
the debt class, could result in the unsecured debt rating being
equalized with the IDR.

SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS

The Long-Term IDR and the expected unsecured debt rating of Oxford
Finance Co-Issuer II Inc. are equalized with the parent as it is a
wholly owned finance subsidiary of Oxford.

SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES

The Long-Term IDR and the expected unsecured debt rating of Oxford
Finance Co-Issuer II Inc. are linked to the parent and would be
expected to move in tandem.

SG CONSIDERATIONS

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

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Oxford Finance LLC    LT IDR BB  Affirmed       BB

  senior unsecured    LT     BB-  Affirmed      BB-

Oxford Finance
Co-Issuer II Inc.     LT IDR BB  Affirmed       BB

   senior unsecured   LT     BB-  Affirmed      BB-


PATAGONIA HOLDCO: Pioneer HIF Marks 2029 Loan at 20% Off
--------------------------------------------------------
Pioneer High Income Fund, Inc. has marked its $1,560,000 loan
extended to Patagonia Holdco LLC to market at $1,251,900, or 80% of
the outstanding amount, as of September 30, 2022, according to a
disclosure contained in Pioneer High Income Fund's Form N-CSR for
the fiscal year ended September 30, filed with the Securities and
Exchange Commission on December 6.

Pioneer High Income Fund extended a Term Loan, as amended, to
Patagonia Holdco LLC.  The loan carries an interest rate of 8.386%
(Term SOFR + 575 bps) and is scheduled to mature on August 1,
2029.

Pioneer High Income Fund is a diversified, closed-end management
investment company.

Patagonia Holdco LLC is a holding company fully owned and
established by Stonepeak Partners LP, a private equity firm
specializing in infrastructure and real estate investments, to hold
the Latin American assets acquired from Lumen Technologies, Inc.



PENTA STATE: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Penn State LLC and affiliates ask the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, for authority to use
cash collateral and provide adequate protection.

The Debtors commenced the chapter 11 cases with approximately $2.4
million in cash. As of the Petition Date, approximately $1.53
million of that cash constituted proceeds of a revolver loan under
the Debtors' Credit Agreement, dated March 28, 2022, with Fifth
Third Bank, National Association. Since the Petition Date, the
Debtors have funded ongoing operations with the Revolver Proceeds
and other cash not subject to a perfected security interest.

The Debtors and the Secured Lender have agreed to the Debtors' use
of cash collateral to fund operating and other expenses associated
with the Debtors' business while in Chapter 11, consistent with the
budget.

As adequate protection, the Secured Lender will be granted a valid,
binding, continuing, enforceable, fully perfected, non-voidable
first priority lien and replacement lien on, and security interest
in, all of the Debtor's assets.

The Debtors' right to use cash will terminate (subject only to the
Carve Out) without further notice or court proceeding on the
earliest to occur of:

     a. January 6, 2023, if a final order has not been entered by
the Court on or before such date (unless such period is extended by
mutual agreement of the Secured Lender and the Debtors or the
Court);

     b. The business day of delivery of a written notice by the
Secured Lender to the Debtors, the U.S. Trustee, and Committee
appointed in these bankruptcy cases, if any, of the occurrence of
any of the Termination Events; and

     c. Following notice and a hearing, unless waived by the
Debtors, five business days following the delivery of a Default
Notice by the Secured Lender to the Debtors, the U.S. Trustee, and
Committee appointed in the bankruptcy cases of the occurrence of
any termination events.

The termination events include:

     a. Failure of the Debtors to comply with any material
provisions of the Proposed Interim Order;

     b. The use of the Debtors' Cash for any purpose not authorized
by the Proposed Interim Order or in excess of the limitations set
forth in the Proposed Interim Order;

     c. An order is entered reversing, amending, supplementing,
staying, vacating, or otherwise modifying the Proposed Interim
Order without the written consent of the Secured Lender, or the
Proposed Interim Order ceases to be in full force and effect for
any reason.

A hearing on the matter is set for December 16, 2022, at 10:15
a.m.

A copy of the motion is available at https://bit.ly/3uL9G6b from
PacerMonitor.com.

                         About Penta State

Penta State, LLC is a Tomball, Texas-based company formed by Dr.
Saad Alsaab.  Penta State units, Elite Medical Laboratory
Solutions, LLC and Graham Tomball, LLC (each doing business as DIAX
Labs), operate two independent laboratories based near Houston,
Texas.  DIAX Labs offers a suite of services, including (a)
toxicology, (b) molecular diagnostics, (c) genetics, and (d) blood
and wellness testing for patients with commercial insurance and
Medicare beneficiaries.

Penta State, along with affiliates Nationwide Laboratory Partners
LLC, Elite Medical Laboratory Solutions, Graham Tomball, and Zayd
Assets, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Texas Lead Case No. 22-90331) on Oct. 11, 2022. Amit Gupta,
president of Penta State, signed the petition. In the petition,
Penta State reported $10 million to $50 million in both assets and
liabilities.

Judge David R. Jones oversees the cases.

Munsch Hardt Kopf & Harr, P.C. and Spencer Fane, LLP serve as the
Debtors' bankruptcy counsel and special counsel, respectively.


PENTECOSTAL ASSEMBLIES: Taps Edward M. Shahady PA as Counsel
------------------------------------------------------------
Pentecostal Assemblies, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Edward M. Shahady, PA as its legal counsel.

The firm's services include:

    a. assisting the Debtor in the preparation of bankruptcy
schedules, statement of financial affairs, declarations and other
papers to be filed in connection with its Chapter 11 case;

   b. advising the Debtor with respect to its responsibilities in
complying with the United States Trustee's Guidelines and Reporting
Requirements and with the rules of the court;

   c. defending any cause of action on behalf of the Debtor;

   d. protecting the interest of the Debtor in all matters before
the court;

   e. preparing legal papers;

   f. advising the Debtor regarding its rights and obligations;

   g. representing the Debtor in negotiations with its creditors
and in the preparation of a Chapter 11 plan of reorganization and
disclosure statement; and

   h. other services of a legal nature in the field of bankruptcy
law.

The firm will be paid at these rates:

     Edward M. Shahady, Esq.     $350 per hour
     Associates                  $250 per hour
     Paraprofessionals           $150 per hour
     Legal Secretarial           $50 per hour

In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.

The retainer fee is $10,000.

Edward Shahady, 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:

     Edward M. Shahady, Esq.
     Edward M. Shahady, P.A.
     7900 Peters Road, Ste. B-200
     Fort Lauderdale, FL 33324
     Tel: (954) 442-1000
     Email: ed@shahady-law.com

                    About Pentecostal Assemblies

Pentecostal Assemblies, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18288) on Oct.
26, 2022, with up to $50,000 in assets and up to $500,000 in
liabilities. Judge Scott M. Grossman oversees the case.

Edward M. Shahady, PA is the Debtor's legal counsel.


PIPELINE HEALTH: PCO Taps Crowe & Dunlevy as Legal Counsel
----------------------------------------------------------
Susan Nielsen Goodman, the patient care ombudsman appointed in the
Chapter 11 cases of Pipeline Health Systems, LLC and its
affiliates, seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to employ Crowe & Dunlevy, P.C. as her
legal counsel.

The firm's services include:

   a. providing legal advice with respect to the PCOs' powers and
duties in connection with patient care issues;

   b. serving as counsel of record for the PCO in all aspects of
the Debtors' Chapter 11 cases, including, without limitation, the
prosecution of actions on behalf of the PCO; and

   c. provide other bankruptcy-related legal services required by
the PCO in discharging her duties in connection with the Debtors'
cases.

Crowe & Dunlevy will be paid at these rates:

     Shareholders/Directors     $420 to $690 per hour
     Associates                 $260 to $295 per hour
     Paraprofessionals          $160 to $245 per hour

In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.

Vickie Driver, Esq., a partner at Crowe & Dunlevy, 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:

     Vickie L. Driver, Esq.
     Crowe & Dunlevy, P.C.
     2525 McKinnon St., Suite 425
     Dallas, TX 75201
     Tel: (214) 420-2163
     Fax: (214) 736-1762
     Email: vickie.driver@crowedunlevy.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.

Susan Nielsen Goodman, the patient care ombudsman appointed in the
Debtors' cases, is represented by Crowe & Dunlevy, P.C.


PRE-PAID LEGAL: Moody's Affirms B2 CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service affirmed Pre-Paid Legal Services, Inc's
(dba "LegalShield") B2 corporate family rating and B2-PD
probability of default rating. Moody's concurrently affirmed the B1
ratings on the company's $75 million senior secured first lien
revolver due 2026 and $1000 million senior secured first lien term
loan due 2028 and the Caa1 rating to its $250 million senior
secured second lien term loan due 2029. The outlook has been
changed to negative from stable.

The change in the outlook to negative from stable reflects the
company's slower deleveraging pace than Moody's expected, following
the 2021 dividend recapitalization, and Moody's expectation that
leverage expressed by debt to EBITDA will remain elevated at above
6.5x through 2023. Moody's expects that revenue will grow next year
in the mid-single digit area and margins should be in the 30% area.
Moody's also expect LegalShield to generate strong free cash flow,
with free cash flow to debt of around 5% over the next 12 to 18
months.

Affirmations:

Issuer: Pre-Paid Legal Services, Inc.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Backed Senior Secured First Lien Bank Credit Facility, Affirmed B1
(LGD3)

Backed Senior Secured Second Lien Bank Credit Facility, Affirmed
Caa1 (LGD6)

Outlook Actions:

Issuer: Pre-Paid Legal Services, Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

LegalShield's B2 CFR reflects: 1) the company's very high financial
leverage with debt-to-EBITDA of 7.0x (Moody's adjusted) for the
trailing twelve months ended September 30, 2022; 2) aggressive
financial policies given its private equity ownership, as evidenced
by frequent debt financed dividends; and 3) a relatively modest
revenue base of approximately $575 million that Moody's expects for
2022.

The ratings also reflects: 1) a predictable subscription based
revenue stream from a large membership base and a business model
that is less vulnerable than other services companies to a
deteriorating economic environment; 2) Moody's expectations for
continued modest growth in memberships and revenues as a result of
the company's marketing and retention strategies; 3) a diversified
sales channel mix, including business solutions, network, and
consumer direct; and, 4) a track record of solid free cash flow
generation that has enabled moderate voluntary debt repayments.

LegalShield operates in the online legal services industry and
enjoys good name recognition and brand awareness. The company has
been able to grow its membership base and its revenues are
predictable, supported by the highly recurring subscription nature
of its revenue stream. The company has also invested in increasing
the proportion of new sales that originates from the
direct-to-customer channel and the benefits channel, which have a
lower customer acquisition cost as compared to the network channel
and as a result such subscriptions are more profitable. In the
network channel plans and supplements are sold to individuals
though an independent salesforce. LegalShield also operates in an
industry that includes several service providers and barriers to
entry can be low. Although other online legal service providers
tend to specialize in certain areas, there is some overlap with
LegalShield.

Moody's expects LegalShield to generate revenue growth in the 6%-9%
range for the next few years while EBITDA margins will be in the
30%+ area. The drivers for revenue growth include higher pricing
for subscription and growth in new premium sales that exceeds any
premium churn. Moody's expects LegalShield to continue to generate
good free cash flow, with free cash flow as a percentage of debt
maintained around 5% over the next 12 to 18 months. Provided the
company refrains from a debt funded acquisition or additional
dividend recapitalization, Moody's expects financial leverage to
decline to around 6.6x in 2023, driven by earnings growth and some
debt repayment.

Moody's considers LegalShield's liquidity profile as good,
supported by a $75 million revolving credit facility, which is
likely to remain undrawn over the next 12-18 months, and over $80
million of cash on the balance sheet as of the end of 2022.

Moody's estimates free cash flow to be around $50 million over the
next 12-18 months assuming no additional distributions or
acquisitions. Moody's also expects that if the company executes
bolt-on acquisitions, they would be funded primarily with cash.

The ratings for the individual debt instruments incorporate
LegalShield's overall probability of default, reflected in the
B2-PD, and the loss given default assessments for the individual
instruments. The senior secured first lien credit facilities are
rated at B1, one notch higher than the B2 CFR. The B1 senior
secured first lien instrument rating reflects their relative size
and senior position ahead of the senior secured second lien term
loan that would drive a higher recovery for senior secured first
lien debt holders in the event of a default. LegalShield's senior
secured second lien term loan is rated at Caa1, which is two
notches below the B2 CFR, reflecting its junior position in the
capital structure.

The negative outlook reflects Moody's expectation that without a
sustained commitment to debt reduction and success in achieving
profit expansion, financial leverage will remain elevated with debt
to EBITDA above 6.0x beyond 2022. The outlook could be revised to
stable if Moody's expects debt to EBITDA to decline and be
maintained below 6.0x, while membership numbers remain at least
stable and churn rates do not increase beyond 2.5%.

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

The negative outlook indicates that rating upgrades are unlikely
over the next 12-18 months. However, the ratings could be upgraded
if revenue and memberships grow solidly over a multi-year period;
the company exercises conservative financial policies with respect
to shareholder distributions; and legal and regulatory risks remain
manageable. Additionally, a rating upgrade would require a material
improvement in financial strength metrics, including, adjusted
debt-to-EBITDA sustained below 4.5x and free cash flow to-debt in
the high single digits.

The ratings could be downgraded if memberships and revenues
decline, resulting in leverage remaining elevated with
debt-to-EBITDA sustained above 6.0x, and reducing the company's
ability to service its debt obligations with a EBITA-to-interest
sustained below 1.5x. A material deterioration in free cash, an
acceleration of aggressive financial policies, including increases
in leverage to fund dividend payments, or legal or regulatory
developments that have a material adverse effect on the company's
business model or financial position, could also lead to a ratings
downgrade.

LegalShield, headquartered in Ada, Oklahoma, provides
subscription-based legal insurance and identity theft protection
solutions to businesses and individuals through an outsourced
distribution and service model. LegalShield is majority owned by
affiliates of private equity sponsor Stone Point Capital. The
company generated revenue of $575 million for the trailing twelve
months ended September 31, 2022.

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


PROVECTUS PHARMACEUTICALS: Won't Undertake Reverse Stock Split
--------------------------------------------------------------
Provectus said its Board of Directors has decided to not undertake
the reverse stock split and authorized share reduction, which
Provectus stockholders approved at the Company's 2022 Annual
Meeting of Stockholders, by the approved date of Dec. 31, 2022.

Ed Pershing, Chair of Provectus' Board said, "The Board assessed
the prospective factors that it reasonably believed would be
necessary to support the potential successful follow-through from
undertaking a reverse stock split, and that could also potentially
mitigate negative capital markets behavior."

Mr. Pershing added, "The Board ultimately concluded that it would
be in the best interests of the Company's stockholders to not
undertake the reverse stock split and authorized share reduction at
this time. The Board expects to seek the same authority from the
stockholders to undertake these same measures in 2023 at either a
special meeting or the annual meeting of Provectus stockholders."

                          About Provectus

Provectus Biopharmaceuticals, Inc. is a clinical-stage
biotechnology company developing immunotherapy medicines based on
a family of small molecules called halogenated xanthenes.  The
Company's lead HX molecule is rose bengal sodium.

Provectus reported a net loss of $5.54 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.68 million for the year
ended Dec. 31, 2020.  As of Sept. 30, 2022, the Company had $2.05
million in total assets, $8.91 million in total liabilities, and a
total stockholders' deficit of $6.86 million.

Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
29, 2022, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


QUOTIENT LIMITED: Secures Support for Balance Sheet Restructuring
-----------------------------------------------------------------
Quotient Ltd. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into an agreement, dated as of
Dec. 5, 2022, with:

    (i) holders of all of its outstanding senior secured notes
issued under that certain Indenture, dated as of Oct. 14, 2016, by
and among the Company, the guarantors party thereto, and U.S. Bank
Trust Company, National Association, as trustee; and

   (ii) holders of more than 99% of its convertible notes issued
under that certain Indenture, dated as of May 26, 2021, by and
among the Company, the guarantors party thereto, and Wilmington
Savings Fund Society, FSB, as trustee, whereby the Consenting
Noteholders have agreed to support a restructuring of the Company's
balance sheet, which is intended to be effectuated pursuant to a
set of transactions to be commenced by the Company.

In connection with the Transactions, all of the Company's
outstanding equity securities (including its ordinary shares,
preferred shares, options and warrants) are expected to be
extinguished and cancelled for either nominal or no consideration
(in accordance with Jersey law).  Accordingly, the Company intends
to initiate the delisting of the Company's ordinary shares from the
NASDAQ Global Market as soon as practicable.  The Transactions are
intended to reduce the Company's debt obligations and inject
liquidity into the Company's business as necessary to effectuate
its strategy shift.

Under the Transaction Support Agreement, the Company and the
Consenting Noteholders have agreed to act in good faith to
consummate the Transactions and have undertaken other customary
commitments to one another.  The Consenting Noteholders have also
agreed to forbear from exercising, for so long as the Transaction
Support Agreement is in full force and effect, any and all rights
and remedies in contravention of the Transaction Support Agreement,
which are or becomes available to them in respect of the Senior
Secured Notes, the Convertible Notes or any other claims or
interests in connection therewith.

The Transaction Support Agreement contains certain deadlines
relating to the Transactions, which include deadlines related to
implementing the Transactions either through (i) the filing of a
petition for relief under chapter 11 of the U.S. Bankruptcy Code in
order to effect a plan of reorganization that implements a fully
consensual restructuring or (ii) parallel creditor schemes of
arrangements in England and Jersey, in each case as described in,
and contemplated under, the Implementation Steps Memorandum
attached to the Transaction Support Agreement as Exhibit B, as well
as an outside date of May 1, 2023 for the consummation of a
Consensual Transaction or Fallback Scheme.  The Transaction Support
Agreement provides that Requisite Consenting Noteholders can direct
the Company to implement the Transactions via alternative
implementation steps, subject to the Fiduciary Out.

If the board of directors of the Company reasonably determines,
after considering the advice of outside counsel, that taking
certain actions, or refraining to take certain actions, is
reasonably required for such board of directors to comply with its
fiduciary duties (including if such actions would require
expenditures in excess of the Company's available liquidity), the
Transaction Support Agreement provides that such board of directors
may elect not to take, or refrain to take, such actions.  The
Company may terminate the Transaction Support Agreement upon, among
other circumstances, uncured material breaches of the Transaction
Support Agreement by a Consenting Noteholder or a determination by
the board of directors of the Company that termination is required
pursuant to the Fiduciary Out.

The Consenting Noteholders have termination rights that may, as a
general matter, be exercised by (i) holders of the Senior Secured
Notes holding at least a majority of the outstanding Senior Secured
Notes and (ii) holders of the Convertible Notes holding at least a
majority of the outstanding Convertible Notes, and, in the case of
both subsection (i) and (ii), each of the Specified Noteholders
(each as defined in the Transaction Support Agreement) (the holders
in (i) and (ii) together, "Requisite Consenting Noteholders"),
which termination rights include, among other circumstances,
exercise of the Fiduciary Out by the Company, material breaches of
the Transaction Support Agreement by the Company and the failure of
the Company to meet any Milestone.

Under the terms of the Transaction Support Agreement:

   * The holders of the Senior Secured Notes have agreed to fund
their commitment portion of $10 million of indebtedness to the
Company by no later than Dec. 13, 2022.

   * Each noteholder under the Senior Secured Notes Indenture has
agreed to exchange (i) such notes held by it (other than the Bridge
Notes) for newly issued senior secured debt at a discount, and (ii)
its Bridge Notes for newly issued senior secured debt at face
value.

   * Certain holders of Senior Secured Notes have also agreed to
purchase an aggregate of $13 million in new common equity at a 35%
discount to a total equity value of $50 million.  In addition, each
such Senior Secured Noteholder will receive its applicable share of
an aggregate of $20 million in new common equity at the Agreed
Equity Value.

   * The Consenting Holders who own Convertible Notes have agreed
that their Convertible Notes shall be extinguished for no value,
other than for the purchase right set forth immediately below.

   * Such holders of Convertible Notes have agreed to purchase an
aggregate of $28 million in new common equity at a 35% discount to
the Agreed Equity Value.  In addition, each such Convertible
Noteholder will receive its applicable share of an aggregate of $30
million in new common equity at the Agreed Equity Value.

   * The newly issued senior secured debt will be secured by a
first lien on substantially the same collateral and assets as were
subject to liens under the Senior Secured Notes Indenture.  It will
(i) mature 5 years (or, with the consent of holders of the Senior
Secured Notes holding at least a majority of the outstanding Senior
Secured Notes and each of the Specified Noteholders, 7 years) from
the closing date and (ii) bear interest at a rate of 12% payable in
kind for the first three years (or, with certain consent, two
years) following the closing date, and thereafter payable in cash.
The new senior secured debt will also provide for a mandatory
repurchase with 100% of the net proceeds from certain sales,
include covenants and events of default substantially similar to
those existing under the Senior Secured Notes Indenture, and be
redeemable at a price of 103% of the principal amount thereof, plus
accrued and unpaid interest, for the first 2 years after issuance,
and at par (plus accrued and unpaid interest) thereafter.

   * All existing equity of the Company will be extinguished and
cancelled for no consideration.

                To Reduce Workfoce by 100 Employees

As indicated in the Company's quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2022, filed Nov. 14, 2022, the board of
directors of the Company has approved a change in strategy in which
the Company would suspend its activities focused on the
commercialization of its transfusion diagnostics products and would
instead focus in the near term on development and commercialization
of MosaiQ products for the autoimmune and allergy clinical
diagnostics markets.  As a result of this shift in strategy, the
Company will implement a material reduction in its workforce by
approximately 100 positions.

The Company estimates that it will incur aggregate pre-tax charges
of between $1.5 million to $2.5 million.  These charges represent
one-time cash expenditures for severance and other employee
termination benefits.  The Company expects that the majority of
these costs will be paid during the first and second quarter of
calendar year 2023.  The majority of workforce reductions are
expected to be substantially completed by the first quarter of
calendar year 2023.

Potential position eliminations in each country are subject to
local law, consultation and notice requirements, which may extend
this process into the first quarter of 2023 or beyond.  The charges
that the Company expects to incur are subject to a number of
assumptions, including local law requirements in various
jurisdictions, and actual expenses may differ materially from the
estimates disclosed above.  As the restructuring plan is
implemented, the Company's management will re-evaluate the
estimated costs and expenses set forth above and may revise the
estimated restructuring charge as appropriate, consistent with
generally accepted accounting principles.

                      About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  The MosaiQ
solution, Quotient's proprietary multiplex microarray technology,
is a fully automated, consolidated testing platform, allowing for
multiple tests across different modalities.  The MosaiQ solution is
designed to be a game-changing solution, which Quotient believes
will increase efficiencies, improve clinical practice, and deliver
significant workflow improvements and operational cost savings to
laboratories around the world.  Quotient's operations are based in
Switzerland, Scotland, US, and the UAE.

Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million for the year ended March 31, 2021.  As of Sept. 30, 2022,
the Company had $127.90 million in total assets, $309.99 million in
total liabilities, and a total shareholders' deficit of $182.09
million.

Belfast, United Kingdom-based Ernst & Young LLP, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has incurred
recurring net losses and negative cash flows from operations, its
planned expenditures exceed available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.


QUOTIENT LIMITED: To Voluntary Delist From Nasdaq Global
--------------------------------------------------------
Quotient Limited said it has given formal notice to the Nasdaq
Stock Market LLC of its intention to voluntarily delist its
ordinary shares from the Nasdaq Global Market.  

In order to implement the delisting, the Company intends to file a
Form 25 with the Securities and Exchange Commission on or about
Dec. 27, 2022.  The delisting of the Company's ordinary shares will
take effect no earlier than ten days after the date of that Form 25
filing.  The Company expects that as a result of this voluntary
delisting, the last trading day of its ordinary shares on the
Nasdaq Global Market will be on or about Jan. 6, 2023.  The Company
expects that in connection with the transactions referred to below,
it will seek to suspend its reporting obligations under the
Securities Exchange Act of 1934.  The Company does not intend to
apply to list its ordinary shares on any other stock exchange or
for quotation of its ordinary shares in any quotation medium.

The Company has entered into a Transaction Support Agreement which
agreement provides for a series of transactions in which all of the
Company's outstanding equity securities (including its ordinary
shares, preferred shares, options and warrants) are expected to be
extinguished and cancelled for either nominal or no consideration.
The transactions provided for in the Transaction Support Agreement
are intended to reduce the Company's indebtedness and to inject
liquidity into the Company's business as necessary to effectuate
its recently announced change in business strategy.

Nasdaq notified the Company on Aug. 9, 2022 that the Company is not
in compliance with the market value of listed securities
requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A) for
continued listing on the Nasdaq Global Market.  Nasdaq Listing Rule
5450(b)(2)(A) requires a company's listed securities to maintain a
minimum market value of at least $50 million, and Nasdaq Listing
Rule 5810(c)(3)(C) provides that a failure to meet such requirement
exists if the deficiency continues for a period of 30 consecutive
business days. Since that notice, the Company's ordinary shares
have continued to trade at levels substantially below the $50
million minimum market value requirement.  The Company also is not
currently in compliance with Nasdaq Listing Rule 5550(a)(2) because
since Nov. 22, 2022, the closing bid price for the Company's
ordinary shares has been below $1.00, which is the minimum bid
price required to maintain listing on the Nasdaq Global Market.
Nasdaq has not formally notified the Company of this deficiency
because, under Nasdaq's rules, such a notice is given only after
the deficiency has continued for 30 consecutive business days.  The
Company does not anticipate being able to regain compliance with
either requirement (the minimum market value requirement or the
minimum bid price requirement).
In light of these developments, the Company's Board of Directors
determined to initiate the delisting of the Company's ordinary
shares from the Nasdaq Global Market.

                         About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets.  The MosaiQ
solution, Quotient's proprietary multiplex microarray technology,
is a fully automated, consolidated testing platform, allowing for
multiple tests across different modalities.  The MosaiQ solution is
designed to be a game-changing solution, which Quotient believes
will increase efficiencies, improve clinical practice, and deliver
significant workflow improvements and operational cost savings to
laboratories around the world.  Quotient's operations are based in
Switzerland, Scotland, US, and the UAE.

Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million for the year ended March 31, 2021.  As of Sept. 30, 2022,
the Company had $127.90 million in total assets, $309.99 million in
total liabilities, and a total shareholders' deficit of $182.09
million.

Belfast, United Kingdom-based Ernst & Young LLP, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has incurred
recurring net losses and negative cash flows from operations, its
planned expenditures exceed available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.


REDSTONE HOLDCO 2: CIM RACF Marks 2029 Loan at 20% Off
------------------------------------------------------
CIM Real Assets & Credit Fund has marked its $800,000 loan extended
to Redstone HoldCo 2 LP to market at $640,504, or 80% of the
outstanding amount, as of September 30, 2022, according to a
disclosure contained in CIM RACF's Form N-CSR for the fiscal year
ended September 30, filed with the Securities and Exchange
Commission on December 6.

CIM RACF extended a Second Lien Initial Term Loan to Redstone
HoldCo 2 LP.  The loan carries an interest rate of 3M US L + 7.75%
and is scheduled to mature on April 27, 2029.

CIM RACF is a continuously offered closed-end interval fund that
seeks to invest in a mix of institutional-quality real estate and
credit assets. The Fund's investment adviser is CIM Capital IC
Management, LLC.

Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.



REMARK HOLDINGS: Two Proposals Approved at Special Meeting
----------------------------------------------------------
Remark Holdings, Inc. held a special meeting of stockholders at
which the stockholders:

    * approved an amendment to the Company's Amended and Restated
Certificate of Incorporation to effect a reverse stock split of all
of the outstanding shares of the Company's common stock  at a ratio
of not less than 1-for-10 and not more than 1-for-20, with the
exact ratio to be set at a whole number within this range by its
Board of Directors in its sole discretion;

    * approved, in accordance with Nasdaq Rule 5635(d), the
potential issuance of 20% or more of the Company's common stock
pursuant to the Company's convertible subordinated debenture and
equity line of credit with Ionic Ventures, LLC.

Following stockholder approval of the Reverse Stock Split Proposal,
on Dec. 9, 2022, the Company's Board of Directors approved a
reverse stock split ratio of 1-for-10.

                        About Remark Holdings

Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- delivers an integrated suite of AI
solutions that help organizations monitor, understand, and act on
threats in real-time.  Remark consists of an international team of
sector-experienced professionals that have created video analytics.
The Company's GDPR-compliant and CCPA-compliant solutions focus on
market sectors including retail, federal and state governmental
entities, public safety, hospitality, and transportation.  Remark
maintains its headquarters in Las Vegas, Nevada, with an additional
North American office in New York and New York and international
offices in London, England, and Chengdu, China.

Remark Holdings reported net income of $27.47 million for the year
ended Dec. 31, 2021, compared to a net loss of $13.69 million for
the year ended Dec. 31, 2020.  As of Sept. 30, 2022, the Company
had $16.69 million in total assets, $31.38 million in total
liabilities, and a total stockholders' deficit of $14.69 million.

Los Angeles, California-based Weinberg & Company, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 31, 2022, citing that the Company has suffered
recurring losses from operations and negative cash flows from
operating activities and has a negative working capital and a
stockholders' deficit that raise substantial doubt about its
ability to continue as a going concern.


ROWAN SAWDUST: Unsecureds to Get $8K per Month for 60 Months
------------------------------------------------------------
Rowan Sawdust and Shavings, LLC, submitted an Amended Disclosure
Statement and Plan dated December 8, 2022.

The Debtor sought relief under Chapter 11 to reorganize its debts
following a loss of income resulting from trucks unable to operate
due to mechanical problems and COVID-related slowdowns and cost
increases.

The Debtor is an Alabama Limited Liability Company formed in
January 2017. Its members are Reginald (Regie) Rowan, Kevin Rowan
and Luke Rowan, father and sons, respectively.

While allowing Debtor to reorganize debts, the Plan proposes to pay
the creditors at least the return the creditors would receive if
the Debtor filed under Chapter 7 of Title 11, United States Code,
commonly referred to as a "straight bankruptcy".

The wood business has been a primary way for the Rowan family to
make a living for a long time. Reginald's grandfather Pat was a
logger and a farmer in the days before motorized equipment, when
mules were utilized to drag logs out of the woods. Reginald's
father Wayne logged with Pat for several years before starting his
own sawmill, which was dependent on the sale of lumber used for
making crates to send supplies oversees for the Vietnam War effort.
When the war ended, the sawmill business dried up.

In early 2020 Kevin met with Brett Davis of Davis Leasing, LLC, an
Alabama Limited Liability Company, to begin discussing a possible
buyout. It was agreed that Rowan Sawdust would purchase Davis
Leasing for $1.1 million. In the deal, Rowan Sawdust would assume
all Davis assets as well as the two hauling contracts with GP
Talladega and Scott Davis Chip Company. Rowan Sawdust also
negotiated with Georgia Pacific to rewrite the haul rates of the
contract for its benefit. The GP Talladega contract expires on June
14, 2024.

Davis has a contract for delivery services with Central Alabama
Wood Products, LLC and Wilton Wood Products, LLC (hereinafter
"Shipper") to transport by truck, on a non-exclusive basis, wood
products and byproducts as assembled by Shipper at its Nixburg, AL
mill. Rates are adjusted monthly with a fuel surcharge, and vary
based on the final destination. The term of the contract is from
September 5, 2022 until September 5, 2025. Payments are current
under the terms of the contract.

Davis has a contract with Penske for lease of 15 vehicles and
service of said vehicles to be provided by Penske. In January 2023
it will begin swapping existing inventory for new trucks. Davis had
a loan payment of $32,000.00 per month that paid off in October,
another of $20,000.00 per month that pays off in March 2023 and a
smaller loan of $5,500 that pays off in April 2023. With the final
payment in April 2023, all of the Davis Leasing assets purchased by
Debtor will be free and clear.

Reginald (Regie) Rowan, Kevin Rowan and Luke Rowan each receives a
draw of $1,250.00 weekly from Davis. Davis Leasing Federal tax
returns reflect the following for 2019: gross receipts of
$3,828,219; cost of goods sold $1,431,542; gross profit $2,396.677;
salaries and wages $649,392; repairs and maintenance $55,464; rent
$382,102; taxes and licenses $85,482; interest $13; depreciation
$181,275; employee benefit programs $26,187 and other deductions
$1,793,326 for total deductions of $3,173,241 and ordinary business
loss of $776,564.

The Plan of Reorganization filed by Debtor provides for Debtor to
pay in full administrative expenses and all allowed secured,
priority unsecured, and general unsecured claims, with interest as
required.

Class II consists of the claim of BMO Harris Bank, N.A. BMO filed
claim #2 in the amount of $44,379.03 secured by a 2015 Peterbilt
389 VIN 9627 and a 2014 Peterbilt 389 VIN 7410. The claim is
evidenced by a Loan and Security Agreement dated June 15, 2018 in
the amount of $157,646.88 with interest at 9.65% and payments of
$3,284.31 per month for 48 months beginning on August 1, 2019. The
parties entered into a Modification Agreement dated January 21,
2020 that re-amortized the remaining balance over a 36- month term
and increased the interest rate to 9.90% beginning on February 5,
2020. The Peterbilt ending in VIN 9627 caught fire post-petition.

Debtor objected to this claim on the grounds it is excessive
because it believed the insurance company paid $28,065.85 to BMO
after totaling the vehicle. BMO amended its claim to $16,313.18 on
September 15, 2022; Debtor withdrew its objection. Debtor proposes
to pay the balance of $16,313.18 with interest at 9.90% at $345.80
per month for 60 monthly installments beginning on the effective
date of the plan. This claim shall continue to be secured by the
pre-petition purchase money security interest, mortgage or lien
held by the claim holder. Kevin Rowan executed a Continuing
Guaranty of this note.

Class III consists of the claim of Ascentium Capital. Ascentium
filed claim #7 in the amount of $193,299.75 secured by a 2020
Peterbilt 389 VIN 6083 and a 2020 Peterbilt 389 VIN 6137. The claim
is evidenced by an Equipment Finance Agreement dated March 7, 2019
in the amount of $392,883.84 with payments of $5,456.72 per month
for 72 months. The Peterbilt VIN 6137 was totaled in an accident
post-petition. Ascentium has been paid the amount of $94,595.17 by
the insurance carrier. Ascentium filed a Motion for Relief from
Stay, which was resolved by a Consent Order wherein the parties
agreed the motion is conditionally denied as to the 2020 Peterbilt
389 VIN 6083. A surplus insurance payment of $76,813.61 held by
Debtor constitutes proceeds and is collateral securing claim #7.

The parties agreed the Debtor would pay $38,406.81 to Ascentium
within 14 days of the order date and remaining balance of claim #7
in the amount of $60,297.77 shall be paid with interest at 7.00%
over 48 months at $1,443.91 monthly. The parties also agreed to a
future default provision that, in the event of a default, Ascentium
shall provide written notice and, if Debtor fails to cure the
default within 10 business days, Ascentium shall have relief from
the stay. Further, in the event of more than 2 such defaults within
a calendar year, stay relief shall be granted upon a third default.
This claim shall continue to be secured by the pre-petition
purchase money security interest, mortgage or lien held by the
claim holder. Kevin Rowan executed a Continuing Guaranty of this
note.

Class V consists of the claim of Huntington National Bank.
Huntington filed claim #10 in the amount of $73,853.97 secured by a
2019 Peterbilt 389 VIN 5752. The claim is evidenced by a Promissory
Note and Security Agreement dated December 19, 2018 in the amount
of $163,997.05 with payments of $3,365.00 per month for 60 months.
This vehicle was involved in an accident post-petition. State Farm,
the insurance carrier for the driver of the passenger vehicle,
totaled the Peterbilt and paid this claim in full. A Withdrawal of
Claim was filed on October 5, 2022.

Class VII consists of the claim of the U.S. Bank, N.A. d/b/a U.S.
Bank Equipment. The U.S. Bank filed claim #12 in the amount of
$102,435.62 secured by a 2019 Peterbilt 389 VIN 3744. The claim is
evidenced by a Loan and Security Agreement dated October 30, 2018
in the amount of $203,629.68 with interest at 8.95% and payments of
$2,828.19 per month for 72 months. Debtor proposes to pay the claim
with interest at 5.25% at $2,370.64 per month for 48 monthly
installments beginning on the effective date of the plan. This
claim shall continue to be secured by the pre petition purchase
money security interest, mortgage or lien held by the claim
holder.

Class XVI consists of allowed general unsecured claims in the
amount of $434,053.67, and any additions thereto as provided
herein, shall be paid 100%, with an interest factor of 5.25%, and a
promissory note. The note shall be dated as of the effective date
of the Plan. Each promissory note shall provide for reservation of
the right but not the obligation to pay additional sums as
available funds permit, so as to pay these claims in less than 60
months. Debtor proposes to pay the sum of $8,240.94 monthly pro
rata to the holders of allowed general unsecured claims for a total
of 60 monthly payments.

This class includes claim #5 of JPMorgan Chase Bank, N.A. in the
amount of $61,282.57, claim #6 of USA Energy Co. LLC dba Warrior
Energy in the amount of $133,041.73, claim #15 of Capital One Bank
(USA), N.A. in the amount of $19,979.24, and $291,750.13 as the
general unsecured portion of claim #8 filed by Internal Revenue
Service.

The Debtor shall have the authority to settle any future claims it
may have, and to sell or otherwise dispose of the assets as it
deems most effective in administering this Plan. Debtor shall
exercise its best efforts towards the execution of this Plan and
shall perform such services and expend such time as is reasonably
necessary.

The Debtor shall, during the term of this repayment plan, provide
insurance coverage and pay ad valorem and other taxes on the
various assets as provided in the various security agreements
and/or mortgages held by secured claim holders.

A full-text copy of the Amended Disclosure Statement dated December
8, 2022, is available at https://bit.ly/3hm7G1t from
PacerMonitor.com at no charge.

Attorney for the Debtor:

     Tameria S. Driskill, Esq.
     WILLIAMS, DRISKILL, HUFFSTUTLER & KING
     2100 Club Drive, Ste 150
     Gadsden, AL 35901
     Tel: (256) 442-0201

               About Rowan Sawdust and Shavings

Rowan Sawdust and Shavings, LLC, an Altoona, Ala.-based company
that offers animal bedding and transport services, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ala. Case No. 22-40262) on March 21, 2022,
listing up to $50,000 in assets and up to $10 million in
liabilities.  Kevin Rowan, manager, signed the petition.

Judge James J. Robinson oversees the case.

Tameria S. Driskill, Esq., at Williams Driskill Huffstutler & King,
serves as the Debtor's legal counsel.


RUBY PIPELINE: Tallgrass' $242-Million Bid Opens Auction
--------------------------------------------------------
Pursuant to the Bidding Procedures Order and the Bidding
Procedures, Ruby Pipeline, L.L.C., designated EP Ruby LLC, a
wholly-owned subsidiary of Kinder Morgan, Inc. ("KMI"), as the
Stalking Horse Bidder.  The Stalking Horse Bid provided by EP Ruby
represents a bid for the Reorganized Equity in exchange for cash
consideration in the amount of up to $236 million on the terms and
conditions set forth in the Investment Agreement by and among the
Debtor, EP Ruby, and, solely in respect of Section 12.24 thereof,
KMI, dated November 18, 2022.

On Dec. 7, 2022, the Court entered an order denying the Stalking
Horse Bid Protections.

On Dec. 7, 2022, EP Ruby submitted an amended and restated
Investment Agreement, which primarily excludes the Stalking Horse
Bid Protections and related provisions from the Stalking Horse Bid
(the "Amended EP Ruby Investment Agreement").  The Amended EP Ruby
Investment Agreement has been posted in the data room.

The Debtor has received bids for the Reorganized Equity and has
determined that the following bids are "Qualified Bids" under the
Bidding Procedures:

   a. the bid provided by EP Ruby LLC for the Reorganized Equity
for a cash purchase price of up to $236 million, on the terms and
conditions set forth in the Amended EP Ruby Investment Agreement;
and

   b. the bid provided by Tallgrass MLP Operations, LLC, for the
Reorganized Equity for a cash purchase price of $242 million on the
terms and conditions of the Investment Agreement by and between the
Debtor and Tallgrass, dated December 8, 2022.  A copy of this
agreement has been posted to the data room.

The Debtor has designated the qualified bid submitted by Tallgrass
as the starting bid for the auction scheduled to begin Dec. 13,
2022.

on Dec. 13, 2022, the Debtor announced that, in its reasonable
business judgment, it has adjourned the auction to Dec. 14, 2022 at
10:00 a.m. (prevailing Eastern Time).  The auction will continue to
be held virtually and at the offices of Weil, Gotshal & Manges LLP,
767 Fifth Avenue, New York, NY 10153.

                       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.


SAS AB: Pilots Unions' CBA Approved by U.S. Court
-------------------------------------------------
SAS AB announced Dec. 8, 2022, that the U.S. Bankruptcy Court for
the Southern District of New York has approved SAS’ previously
announced new collective bargaining agreements as well as a
settlement agreement with SAS Scandinavia pilots' unions.

On July 19, 2022, SAS announced that it had reached new 5.5-year
collective bargaining agreements with SAS Scandinavia pilots’
unions, subject to Court approval.  The terms of the collective
bargaining agreements, as well as the settlement agreement (under
which the Company agreed to a general unsecured pre-petition claim
of the unions in SAS’ chapter 11 process), were approved by the
Court Dec. 8.

The unions part of the deals are SPF (Svensk Pilotförening),
NSF/NF (Norsk Flygerforbund), SNF (SAS Norge Pilotforening) and DPF
(Dansk Pilotforening) 

Anko van der Werff, President and Chief Executive Officer of SAS,
comments, "We continue making progress with SAS FORWARD and in our
chapter 11 process. Today, the 5,5 year collective bargaining
agreements with SAS Scandinavia pilots’ unions, which were
negotiated this summer, were approved by the U.S. Court.  Today's
approval reflects the support and contribution from the pilots
towards our SAS FORWARD transformation plan, necessary to building
a strong and competitive SAS for generations to come."

                  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.


SEARS AUTHORIZED: Seeks Cash Collateral Access
----------------------------------------------
Sears Authorized Hometown Stores, LLC and Sears Hometown Stores,
Inc. ask the U.S. Bankruptcy Court for the District of Delaware for
authority to use cash collateral and provide adequate protection.

The Debtors require immediate access to liquidity to ensure that
they are able to continue operating their businesses during the
Chapter 11 cases, preserve the value of their estates for the
benefit of all parties in interest, and administer a
value-maximizing chapter 11 process.

On October 23, 2019, SHO, SAHS, and SHAS and Transform Merger
Corporation as "Guarantor" -- which merged on such date with and
into SHO, with SHO surviving -- and PNC Bank, National Association,
as sole Lender and as Agent for Lender, entered into the Revolving
Credit and Security Agreement which provided the Borrowers with an
asset-based revolving loan credit facility.

The Credit Facility consists of: (a) a $27.5 million revolving
credit facility, a $7.5 million subfacility for the issuance of
letters of credit, which were provided by the Prepetition Secured
Parties to the Debtors in accordance with the Credit Agreement,
including a purchasing card facility of up to $50,000.

As of the December 9, 2022, the Debtors were indebted in the
aggregate principal amount of not less than (A) approximately $22.7
million in respect of loans and other financial accommodations made
by PNC, comprised of the principal amount of Revolving Loans
outstanding under the RC Facility, plus (B) an amount of no less
than $14 million under the PCard Facility, plus (C) an aggregate
amount of $199,867 with respect to the face amount of issued and
outstanding Letters of Credit issued for the benefit of the
Borrowers, pursuant to, and in accordance with, the Credit
Agreement and other Prepetition Loan Documents, plus accrued and
unpaid interests, fees, costs and expenses.

On January 26, 2022, the Borrowers, and Transform SR Acceptance LLC
entered into the Loan Agreement, which provided the Borrowers with
a loan in the principal amount of $15 million.

The Debtors' authority to access cash collateral may terminate on
these events:

     1. February 11, 2023;

     2. The Debtors' failure to obtain a Final Court Order, in form
and substance acceptable to the Agent, including Bankruptcy Code
section 506(c) and 552 waivers, within 30 days of the Petition
Date, unless otherwise agreed in writing by the Agent;

     3. The failure by the Debtors to make, or cause to be made,
any payment under the Interim Order to the Agent or Prepetition
Secured Parties when due;

     4. The failure by the Debtors to deliver to the Agent any of
the material documents or other material information required to be
delivered pursuant to the Interim Order when due or any documents
or other information shall contain a material misrepresentation;
and

     5. The failure by the Debtors to comply with any Approved
Budget covenants.
     
As adequate protection, the Debtors propose to grant the Agent an
additional and replacement valid, binding, enforceable,
non-avoidable, and automatically perfected, nunc pro tunc to the
Petition Date, postpetition security interest in and first priority
senior lien.

The Agent, for the benefit of itself and the other Prepetition
Secured Parties, will be granted, subject only to the Carve-Out, an
allowed superpriority administrative expense claim as provided for
in section 507(b) of the Bankruptcy Code, payable from and having
recourse to all prepetition and postpetition property of the
Debtors and all proceeds thereof.

The Carve-Out means (a) statutory fees payable to the U.S. Trustee
pursuant to 28 U.S.C. section 1930(a)(6) with respect to the
Debtors; (b) the reasonable fees and costs of the Debtors' claims
and noticing agent; and (c) the allowed fees and expenses actually
incurred by persons or firms retained by the Debtors or any
Committee on or after the Petition Date.

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

          About Sears Authorized Hometown Stores, LLC

Sears Authorized Hometown Stores, LLC distributes products through
approximately 121 "Sears Hometown Stores," which are locally owned
and operated businesses that offer a selection of the trusted names
in home appliances, lawn and garden equipment, and tools.

Sears Authorized Hometown Stores, LLC and Sears Hometown Stores,
Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 22-11303) on December 12, 2022.

In the petition signed by Elissa Robertson, CEO, Sears Authorized
Hometown disclosed up to $50 million in assets and up to $100
million in liabilities.

Judge Laurie Selber Silverstein oversees the cases.

Saul Ewing LLP is the Debtors' legal counsel.  The Debtors tapped
Gray & Company, LLC as financial advisor and Stretto as claims and
noticing agent.


SHEA'S SENECA: Gets OK to Hire Baumeister Denz as Legal Counsel
---------------------------------------------------------------
Shea's Seneca Catering, LLC received approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
Baumeister Denz, LLP as its legal counsel.

The firm will provide general legal services in bankruptcy,
corporate, litigation, tax and other areas of law throughout the
course of the Debtor's Chapter 11 case.

Arthur Baumeister, Jr., Esq., the firm's attorney who will be
handling the case, will be paid at his hourly rate of $325 and will
be reimbursed for out-of-pocket expenses incurred.

The Debtor paid the firm a retainer of $5,000.

Arthur Baumeister, Jr., Esq., a partner at Baumeister Denz,
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:

     Arthur G. Baumeister, Jr., Esq.
     Baumeister Denz, LLP
     172 Franklin Street, Suite 2
     Buffalo, NY 14202
     Tel: (716) 852-1300
     Email: abaumeister@bdlegal.net

                   About Shea's Seneca Catering

Shea's Seneca Catering, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.Y. Case No. 22-11029) on Nov. 4, 2022, with up to $1
million in both assets and liabilities. Judge Carl L. Bucki
oversees the case.

Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP is the
Debtor's legal counsel.


SPIRIT AIRLINES: Fitch Corrects Nov. 9 Ratings Release
------------------------------------------------------
Fitch Ratings issued a correction of a rating action commentary
published on Nov. 9, 2022 on Spirit Airlines. It lists the correct
legal issuing entities for Spirit Airlines' loyalty program debt
issuances. This correction does not affect any existing ratings. No
new rating actions are being taken at this time.

The corrected release is as follows:

Fitch Ratings has downgraded Spirit Airlines, Inc.'s (Spirit)
long-term Issuer Default Rating (IDR) to 'B+' from 'BB-'. The
Rating Outlook is Stable. Fitch has affirmed the Spirit IP Cayman
Ltd. and Spirit Loyalty Cayman Ltd. senior secured debt at
'BB+'/'RR1' and assigned a rating of 'BB+'/'RR1' to their proposed
senior secured notes. Spirit IP Cayman Ltd. and Spirit Loyalty
Cayman Ltd. act as co-issuers of the debt with Spirit Airlines,
Inc. acting as Parent Guarantor

Fitch believes improvement of Spirit's credit metrics to levels
that support a 'BB' category rating will be prolonged beyond its
prior expectations. Various headwinds including pilot constraints,
aircraft delays, and general inflationary pressures contribute to
its expectations that Spirit's operating margins will remain well
below historical levels at least through 2023. Fitch estimates that
total adjusted leverage will remain above its negative sensitivity
of 4.75x through 2024.

The 'B+' rating remains supported by Spirit's solid liquidity
balance and its low cost structure relative to competitors, which
positions the company well to capture price-sensitive consumers in
a recessionary environment.

Fitch evaluates Spirit's credit profile on a standalone basis.
Spirit has agreed to be acquired by JetBlue, but significant
uncertainty remains around the ultimate closing of the transaction.
Fitch will evaluate the two companies on a combined basis when the
transaction closes.

KEY RATING DRIVERS

Planned Bond Issuance: Spirit plans to issue a new series of senior
secured notes as an add-on to its existing 8% loyalty program
backed notes due in 2025. Proceeds will be used for general
corporate purposes, including building additional liquidity ahead
of a potentially volatile operating environment in 2023. Fitch
views the additional liquidity as prudent given current
macroeconomic uncertainties. However, the issuance raises potential
refinancing risk when the loyalty bonds come due in 2025. The
company utilized an equity issuance in 2021 to prepay $340 million
of the original notes, leaving $510 million outstanding today.

Fitch believes the core nature of the collateral represented by the
loyalty program and Spirit Saver$ Club and by the necessity to
maintain access to the Spirit brand provide compelling motivation
for the airline to affirm its obligations in a bankruptcy scenario.
However, the value of the assets largely rests on Spirit continuing
as a going concern. Liquidation of the airline would materially
impact the collateral values and weaken recovery.

Delayed Improvement in Profitability: Fitch has cut its
expectations for Spirit's operating margins in 2022 and 2023,
causing credit metrics to remain weak for a 'BB' category rating
for longer than previously anticipated. Spirit's aircraft
utilization remains significantly below pre-pandemic levels as
staffing, training, supply chain, and infrastructure issues all
contribute to limits in the airlines' ability to fully utilize its
assets. Spirit's average daily aircraft utilization was 10.6 hours
in 3Q 2022, down from 12.5 hours in 3Q 2019.

Fitch expects asset utilization and profitability to improve
sequentially in 2023, particularly as limited capacity growth by US
carriers continues to limit seat supply and support pricing.
However, its 2023 forecasts are at risk from increasing
macroeconomic pressures, and a sharper than expected downturn in
travel demand could pressure metrics further. Fitch expects Spirit
to generate modestly negative EBIT margins for 2022 and near
breakeven margins in 2023, compared to low-to-mid teens margins
generated prior to the pandemic.

Unit Cost Pressures: Cost pressures have hit Spirit harder than
most U.S. carriers. Fitch expects the company's non-fuel costs to
be up in the low 20% range over 2019 levels while many network
airlines are anticipating mid-teen increases. Spirit's low cost
structure remains a competitive advantage. Cost Per Available Seat
Mile excluding fuel (CASM-ex) is more than 30% below its closest
competitor, allowing the company to stimulate demand with low
fares. However, Spirit's low cost structure partially relies on
growth and high utilization, which may be limited at least through
2023.

Leisure Demand Remains Strong: In the near term, demand for leisure
and visiting friends & relatives (VFR) travel remains strong.
Multiple U.S. airlines are reporting solid forward-bookings into
the third quarter of 2022 and around the holiday season. Fitch
believes that the demand picture is increasingly at risk in 2023
from rising macro pressures. However, its base case remains that
demand remains supported by a shift in consumer spending from goods
to services, and pent up desire to travel from the pandemic, which
should soften the impact to the industry.

Spirit is also well positioned as a low cost/low-fare operator as a
weakening economy may drive some amount of 'buying down' from the
full-service operators. For the second quarter, Spirit reported
traffic that was 11.3% above the same period in 2019 with total
revenue per available seat mile up 22.8%.

Aggressive Planned Growth: Spirit maintains an aggressive growth
strategy. High levels of planned growth pose some risk if demand
were to fall in a recessionary environment. Spirit also faces
execution risk related to the pilot shortage and other supply chain
constraints. The company reports higher than normal rates of pilot
attrition and difficulty hiring new pilots due to attractive rates
being offered by other airlines. Staffing shortfalls may lead to
continued underutilization of Spirit's assets. The company is
currently in negotiations with its pilots' union to address issues
with attrition. However, increased pilot pay will also represent a
cost headwind.

Spirit's fleet has grown to 184 aircraft up from 145 prior to the
pandemic, and the company has another 154 aircraft to be delivered
through the end of 2027 including 113 on order with Airbus and
another 40 under direct operating leases. Spirit plans to grow
capacity in the mid 20% range in 2023.

Negative FCF: Fitch expects FCF to remain negative through 2023 as
operating margins remain below historical averages. Spirit plans to
use sale-leaseback financing the for the bulk of its aircraft
deliveries, limiting its upfront capital expenditures, and
potentially allowing FCF to turn positive in 2024. However,
aircraft lease expenditures are expected to increase materially
through the forecast period, keeping pressure on Spirit's lease
adjusted leverage. Fitch expects Spirit's total adjusted leverage
to remain above levels that support the 'B+' rating at least
through 2023, before trending lower in 2024 and 2025. Adjusted
leverage may approach 4x by the end of Fitch's forecast period in
2025.

KEY ASSUMPTIONS

- Fitch's base case incorporates capacity and traffic growing by
mid-teens percentages in 2023. Fitch's base case is conservative to
management's projections, incorporating potentially lower demand
due to weakening macroeconomic conditions.

- Fitch expects modestly lower yields in 2023 compared to 2022
reflecting economic pressures. Yields are expected to expand
modestly beyond 2023.

- Jet Fuel is assumed at $3.45/gallon for 2023, declining modestly
thereafter.

Recovery Assumptions

Fitch's recovery analysis assumes that Spirit would be reorganized
as a going concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim. The GC EBITDA estimate
reflects Fitch's view of a sustainable, post-reorganization EBITDA
level, which is the basis for the enterprise valuation
calculation.

Fitch views its GC EBITDA assumption as conservative as it remains
below levels generated prior to the COVID downturn, but it
incorporates potential structural changes to the industry driven by
the pandemic.

Fitch uses a GC EBITDA estimate of $450 million and a 5.5x
multiple, generating an estimated GC enterprise value (EV) of $2.5
billion. Fitch's affirmation of the senior secured ratings at 'RR1'
assumes that the loyalty program and brand IP collateral account
for roughly 50% of the total enterprise value of the company. This
valuation is supported in part by the planned increase in Spirit's
Brand IP license royalty payment to 5% of total revenue, up from 2%
of total revenue previously.

RATING SENSITIVITIES

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

- Consummation of the acquisition by JetBlue in a credit conscious
manner.

Standalone Spirit Airlines Sensitivities:

- Adjusted debt/EBITDAR sustained below 4.5x;

- FFO fixed-charge coverage sustained around 2.5x;

- Improving operational stability leading FCF to trend towards
neutral or higher and EBITDA trending towards pre-pandemic levels.

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

- Completion of the acquisition by JetBlue in a manner leading
credit or operating metrics remaining above levels commensurate
with the current rating.

Standalone Spirit Airlines Sensitivities:

- Adjusted debt/EBITDAR sustained above 5x beyond 2024;

- EBITDAR margins sustained in the low double-digit range;

- FFO fixed-charged coverage sustained at 1.5x or below;

- Liquidity declining toward 10%of LTM revenue.

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: As of Sept. 30, 2022, Spirit had cash and
cash equivalents of $953.4 million plus $106.3 million in
short-term investments. The company also has full availability
under $240 million revolving credit facility which matures in 2024.
Total liquidity is equal to 25.5% of Spirit's projected 2022
revenue. Spirit's short-term investments consist of U.S. treasury
and government agency securities with maturities of less than 12
months. The pending debt issuance will bring Spirit's total
available cash to about $1.5 billion.

While Fitch views Spirit's liquidity position as solid for the
rating, the company has pared down its liquidity more quickly
compared to other U.S. carriers that have maintained elevated cash
levels in the face of an uncertain operating environment. Spirit's
total liquidity is roughly 20% above levels held at YE 2019, a much
smaller increase than most other airlines. Its liquidity position
is smaller relative to its overall size as the company continued to
grow during the pandemic. Spirit's active fleet will be a third
larger at YE 2022 than it was at YE 2019.

Fitch views Spirit's upcoming debt maturities as manageable given
its cash on hand and undrawn revolver. Maturities total $96.2
million for the last six months of 2022, $336.6 million in 2023 and
$222.1 million in 2024. Maturities become more material in 2025
when the company's $510 million, 8% secured notes come due.

ISSUER PROFILE

Spirit is a Florida-based ultra low-cost air carrier. It emphasizes
very low ticket prices and an unbundled fare structure, with the
cost of the ticket only buying a seat on the plane and little else.
Non-ticket revenue makes about 50% of Spirit's total revenue.

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
   -----------             ------        --------   -----
Spirit Loyalty
Cayman Ltd.
  
   senior secured   LT     BB+ Affirmed     RR1       BB+

   senior secured   LT     BB+ New Rating   RR1       BB+

Spirit IP Cayman
Ltd.

   senior secured   LT     BB+ Affirmed     RR1       BB+

   senior secured   LT     BB+ New Rating   RR1       BB+

Spirit Airlines,
Inc.                LT IDR B+  Downgrade              BB-


STONE CLINICAL: Unsecureds to Get Pro Rata Out of Cash Fund
-----------------------------------------------------------
Stone Clinical Laboratories LLC and the Official Committee of
Unsecured Creditors filed an Amended Plan of Reorganization for the
Debtor.

Under the Plan, Class 6 consists of all General Unsecured Claims
and all Claims arising from the rejection of any executory contract
against the Debtor. The Deficiency Claims of Classes 1 (if any
Class 1 Claim exists), 2 and 3 creditors, if any, will be paid pro
rata with the Class 6 creditors (and potentially the Class 5 and 8
creditors) out of the Cash Fund until such claims are paid in full.
Class 6 is impaired.

Cash Fund shall mean the fund created for the payments set forth in
this Plan created from the sale of the Debtor's Assets, the cash on
hand on the Effective Date, the Debtor's accounts, and the
recoveries from Causes of Action.

Upon the Effective Date, the Liquidating Trustee shall be empowered
and authorized to settle or compromise any Cause of Action subject
to approval by Order of the Court after Notice and Hearing. The
Liquidating Trustee shall not seek approval of any (i) a settlement
of any Cause of Action or (ii) resolution of any objection to a
proof of claim in excess of $25,000 without the approval of the
Liquidating Trustee Oversight Committee.

Upon the Effective Date, the Liquidating Trustee shall be empowered
and authorized to sell, assign, transfer, abandon, or otherwise
dispose of Estate Assets or assets of the Post-Effective Date
Debtor in accordance with the Plan and without Bankruptcy Court
approval when the Face Amount of the Estate Asset or asset of the
Post-Effective Date Debtor is $25,000.00 or less; provided,
however, that the Liquidating Trustee will, on a quarterly basis,
file a notice with the Bankruptcy Court of all Estate Assets and
assets of the Post-Effective Date Debtor that have been sold,
assigned, transferred, abandoned or otherwise disposed of and
include in the notice (i) the Face Amount of the Estate Asset or
asset of the Post-Effective Date Debtor, and (ii) the amount the
Estate or the Post-Effective Date Debtor received from the
disposition of the Estate Asset or asset of the Post-Effective Date
Debtor.

Attorneys for Stone Clinical Laboratories:

     Douglas S. Draper, Esq.
     HELLER, DRAPER & HORN, L.L.C.
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130
     Tel: (504) 299-3300
     Fax: (504) 299-3399
     E-mail: ddraper@hellerdraper.com

          - and -

Attorneys for the Official Committee of Unsecured Creditors:

     Michael D. Rubenstein, Esq.
     LISKOW & LEWIS, APLC
     1001 Fannin Street, Suite 1800
     Houston, TX 77002
     Tel: (713) 651-2953
     Fax: (713) 651-2908
     E-mail: mdrubenstein@liskow.com

A copy of the Amended Plan of Reorganization dated Dec. 2, 2022, is
available at https://bit.ly/3VwGCeG from PacerMonitor.com.

               About STONE Clinical Laboratories

STONE Clinical Laboratories, LLC, is a full-service clinical
reference laboratory that specializes in preventative and molecular
diagnostics testing. The company is based in New Orleans, La.

On July 15, 2021, Whale Capital, L.P., Hologic, Inc. and Woman's
Hospital Foundation filed an involuntary Chapter 11 petition
against the Debtor. On Jan. 10, 2022, the court entered the order
for relief, thereby, commencing the Chapter 11 case (Bankr. E.D.
La. Case No. 21-10923). The petitioning creditors are represented
by The Derbes Law Firm LLC, Jaffe Raitt Heuer & Weiss P.C., and The
McCarthy Law Firm.

Judge Meredith S. Grabill presides over the case.

Heller, Draper & Horn, LLC and Gordian Seaport Advisors, LLC serve
as the Debtor's legal counsel and investment banker, respectively.

David Asbach, acting U.S. Trustee for Region 5, appointed an
official committee of unsecured creditors on Feb. 3, 2022. The
committee is represented by Liskow & Lewis, APLC.


SUNQUEST PROPERTY: Starts Subchapter V Bankruptcy Proceeding
------------------------------------------------------------
Sunquest Property Services LLC filed for chapter 11 protection in
the District of New Jersey. The Debtor elected on its voluntary
petition to proceed under Subchapter V of chapter 11 of the
Bankruptcy Code.

According to court filings, Sunquest Property Services estimates
betweeb $1 million to $10 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. 12, 2023, at 2:30 PM at Telephonic.  Proofs of claim are due
by Feb. 14, 2023.

                 About Sunquest Property Services

Sunquest Property Services LLC is engaged in activities related to
real estate.

Sunquest Property Services LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.
Case No. 22-19630) on Dec. 6, 2022.  In the petition filed by Gary
Stephen DeMarzo, as managing member, the Debtor reported assets and
liabilities between $1 million and $10 million.

Holly Smith Miller has been appointed as Subchapter V trustee.

The Debtor is represented by:

   Robert A. Loefflad
   Ford, Flower, Hasbrouck & Loefflad
   503 W. Burk Avenue
   PO Box 2081
   Wildwood, NJ 08260


TOP PERFORMANCE: Case Summary & 14 Unsecured Creditors
------------------------------------------------------
Debtor: Top Performance Gear Corporation
        402 King Farm Blvd.
        Ste 125
        Rockville, MD 20850-5899

Business Description: The Debtor is engaged in activities related
                      to real estate.  The Debtor owns five
                      properties located in Baltimore, Maryland,
                      having a total current value of $492,600.

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       District of Maryland

Case No.: 22-16981

Debtor's Counsel: Damani K. Ingram, Esq.
                  5457 Twin Knolls Rd Ste 301
                  Columbia, MD 21045-3296
                  Tel: (410) 992-6603
                  Email: ingramlawfirm@gmail.com

Total Assets: $492,605

Total Liabilities: $1,199,583

The petition was signed by Andre Boddie as president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:

https://www.pacermonitor.com/view/5VFHFUI/TOP_PERFORMANCE_GEAR_CORPORATION__mdbke-22-16981__0001.0.pdf?mcid=tGE4TAMA


TRISEPTEM DEVELOPERS: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
TriSeptem Developers Inc. filed for chapter 11 protection in the
Northern District of Georgia.  

The Debtor disclosed $1,535,000 in total assets against $542,000 in
liabilities.  The Debtor owns 3.04 acres of land with all utilities
at 3467 Benjamin E. Mays Dr., SW Atlanta, GA 30331, valued at $1.5
million.

TriSeptem Developers estimates 1 to 49 creditors, and says funds
will be available to unsecured creditors.

A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Jan. 10, 2023, at 2:00 PM.

                    About TriSeptem Developers

TriSeptem Developers Inc. is a general contractor in Decatur,
Georgia.

TriSeptem Developers filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-59930) on Dec.
6, 2022.  In the petition filed by Mark Allen, as manager, the
Debtor reported assets between $1 million and $10 million and
liabilities between $ million and $10 million.

The Debtor is represented by:

   Robert A. Chambers, Esq.
   Law Office of Robert A. Chambers
   2111 Sugar Creek Falls Drive, SE
   Atlanta, GA 30316


TULYA KOGAN: Files Plan Based on Settlement With Medallion Bank
---------------------------------------------------------------
Tulya Kogan Associates Inc. submitted a Small Business PLan and
Disclosure Statement.

The Plan incorporates the terms of agreement to surrender estate
assets and resolve deficiency claim reached between the debtor and
Medallion Bank.  In accordance with said terms, the plan offers the
creditor Medallion Bank as follows: (1) the Debtor shall physically
surrender and deliver to bank: (1) the medallions nos. 4358, 4359
and 4J60; (ii) rate cards; (ii) vehicle license plates or duly
executed DMV FORM FS-6T; and (iv) taximeters or satisfactory
evidence that the taximeters have been surrendered to the relevant
authority; (2) the Debtor shall pay to bank the sum of $90,000
("deficiency payment"). The settlement was approved by the
bankruptcy court order entered on September 29, 2022.

The claim of Medallion Bank, being the main creditor of the case,
was settled pursuant to terms of the Agreement to surrender estate
assets and resolve deficiency claim, which was approved by the
Bankruptcy Court order dated September 29, 2022.  The plan
treatment of this claim has been funded from funds accumulated on
the Debtor's DIP account from the date of the petition. The payment
under the settlement agreement was made in full by the Debtor on
October 5, 2022, by wire transfer.

The remaining claims will be funded from funds accumulated on the
Debtor's DIP account and from the contribution of the Debtor's
principal and the sole shareholder Felix Kogan.

Under the Plan, Class II Unsecured Claim shall consist of the
unsecured claim of the creditor, Medallion Bank, in the amount of
$646,169.  The claim of Medallion Bank was settled by the
Settlement agreement. The unsecured portion of the claim was paid
as follows: within 10 days of the date that an order approving this
Agreement is signed by the Bankruptcy Court, Debtors shall pay to
Bank the sum of $90,000 ("Deficiency Payment"). The payment under
the Settlement agreement was made in full by the Debtor on October
05, 2022, by wire transfer. Class II is impaired.

Attorney for Debtor Tulya Kogan Associates Inc.:

     Alla Kachan, Esq.
     2799 Coney Island Ave, Suite 202
     Brooklyn, NY 11235
     Tel: (718) 513-3145
     Fax: (347) 342-315
     E-mail: alla@kachanlaw.com

A copy of the Disclosure Statement dated Dec. 2, 2022, is available
at https://bit.ly/3FqxxOO from PacerMonitor.com.

                   About Tulya Kogan Associates

Tulya Kogan Associates Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 22-40503) on March 15, 2022, listing as
much as $1 million in both assets and liabilities. Judge Jil
Mazer-Marino oversees the case.

Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. and
Wisdom Professional Services Inc. serve as the Debtor's legal
counsel and accountant, respectively.


UGI INT'L: Moody's Lowers CFR & Sr. Unsecured Notes to Ba2
----------------------------------------------------------
Moody's Investors Service downgraded UGI International, LLC's
Corporate Family Rating to Ba2 from Ba1, Probability of Default
Rating to Ba2-PD from Ba1-PD and senior unsecured notes to Ba2 from
Ba1. The outlook is stable.

"The downgrade of UGI International's ratings reflects increased
business risks including those arising from exiting and unwinding
the remaining energy marketing businesses, and operating in an
inflationary environment with higher energy costs," commented
Jonathan Teitel, a Moody's analyst.

Downgrades:

Issuer: UGI International, LLC

Corporate Family Rating, Downgraded to Ba2 from Ba1

Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4)
from Ba1 (LGD4)

Outlook Actions:

Issuer: UGI International, LLC

Outlook, Remains Stable

RATINGS RATIONALE

The downgrade of UGI International's ratings reflects increased
business risks, including the losses incurred in its energy
marketing business and potential additional losses arising from
exiting and unwinding the remaining contracts and operations,
higher commodity price and energy cost volatility, and operating in
an inflationary environment with accompanying regulatory risks. In
October 2022, the company divested its energy marketing business in
the United Kingdom. The company intended to sell its energy
marketing business in France but its negotiations with a potential
buyer ended. The company continues seeking to exit and unwind its
remaining energy marketing businesses in France, Belgium and the
Netherlands. Fixed price customer contracts will roll off over time
and the company has hedged a sizable portion of anticipated
customer volumes. However, risks remain so long as these contracts
are outstanding.

The stable outlook reflects Moody's expectation that leverage will
not rise much further and remain relatively low even amid an
increased level of business risk. The stable outlook considers
Moody's expectation that UGI International will refinance its
credit facilities due October 2023 (unrated) in the near term.

UGI International's Ba2 CFR reflects low leverage relative to
similarly rated propane peers that operate in the US and Canada,
good interest coverage, high customer diversification, and strong
market positions and brand recognition in a number of European
countries. The credit profile is constrained by a limited product
offering, high geographic concentration, and the longer-term
decline in the demand of liquified petroleum gas (LPG). While
geographically concentrated, UGI International has a diversified
customer base across numerous European countries. Key drivers of
weaker EBITDA in the fiscal year ended September 2022 were weaker
foreign currencies and the energy marketing business, the latter of
which typically has had a very small effect on operating income. In
the energy marketing businesses, the company had to purchase
natural gas at higher spot prices in support of fixed price
customer contracts for unhedged volumes. Positively, within the
core LPG distribution business, the company's volumes increased
slightly even though weather was warmer than in fiscal 2021. The
increase was due in part to recovery of certain volumes lost in
fiscal 2021 because of the pandemic. The effects of weaker foreign
currencies are mitigated by Euro-denominated debt. The rating
considers that UGI International's parent company, UGI Corporation,
depends on cash flow from its subsidiaries to service its own debt,
to support its commitment to dividend growth, and to reallocate
capital for growth across its other businesses.

Moody's expects UGI International to maintain adequate liquidity
through December 2023. However, the company's EUR300 million
revolver and EUR300 million term loan mature in October 2023, so
maintaining adequate liquidity is predicated on the company
refinancing these credit facilities in early 2023. As of September
30, 2022, the company's revolver was undrawn and average daily
borrowings during fiscal 2022 were $75 million.  Positively, UGI
International's EUR400 million of senior notes mature in 2029 and
carry a low coupon of 2.5%. As of September 30, 2022, the company
had $298 million of cash. This large balance reflects cash
collateral from derivative counterparties, which could be volatile.
The revolver and term loan have maximum net leverage ratio
covenants, and Moody's expects the company to maintain adequate
cushion for future compliance through 2023.

UGI International's EUR400 million senior unsecured notes due 2029
are rated Ba2, the same as the CFR. UGI International also has a
EUR300 million senior unsecured multi-currency revolver and EUR300
million senior unsecured term loan, both due October 2023. The
notes, revolver and term loan are unsecured and pari passu.

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

Factors that could lead to an upgrade include reduced risk and good
progress from exiting and unwinding the remaining energy marketing
businesses, growth of less weather-dependent volumes, maintenance
of conservative financial policies, and Moody's expectation for
debt/EBITDA to be sustained below 2x. The financial policies and
liquidity at UGI International's parent company, UGI Corporation,
will also be considered.

Factors that could lead to a downgrade include increased risks or
higher than expected costs from exiting and unwinding the remaining
energy marketing businesses, larger than expected distributions to
UGI Corporation, or weakening liquidity, including as a result of
delayed refinancing or significant negative free cash flow.
Quantitatively, debt/EBITDA above 3x could lead a downgrade.

UGI International, LLC is a subsidiary of publicly traded UGI
Corporation, a holding company. UGI International's core business
is the marketing and distribution of liquified petroleum gas (LPG)
in Europe.

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


VARIG LOGISTICA: Stipulation Among Appeal Parties Granted
---------------------------------------------------------
In the appealed cases VANIO CESAR PICKLER AGUIAR, not individually
but as Judicial Administrator and Foreign Representative of the
Bankruptcy Estate of Varig Logistica, S.A., Appellant, v. MATLIN
PATTERSON GLOBAL OPPORTUNITIES PARTNERS, L.P. et al., Appellees.
VANIO CESAR PICKLER AGUIAR, not individually but as Judicial
Administrator and Foreign Representative of the Bankruptcy Estate
of Varig Logistica, S.A., Appellant, v. MATLIN PATTERSON GLOBAL
OPPORTUNITIES PARTNERS, L.P. et al., Appellees. VANIO CESAR PICKLER
AGUIAR, not individually but As Judicial Administrator and Foreign
Representative of the Bankruptcy Estate of Varig Logistica, S.A.,
Appellant, v. MATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS, L.P.
et al., Appellees, Case Nos. 22 CIV 8136 (PAE), 22 CIV 8110 (PAE),
22 CIV 9568 (PAE), (S.D.N.Y.), District Judge Paul A. Engelmayer
grants the Appeal Parties' stipulation and request for approval
regarding jurisdictional issues, consolidation, and brief length.

The Appellant Vanio Cesar Pickier Aguiar, as Judicial Administrator
and Foreign Representative of the Bankruptcy Estate of Yarig
Logistica, S.A., filed three appeals all from orders entered in the
same bankruptcy cases for the Debtors pending in the U.S.
Bankruptcy Court for the Southern District of New York -- Case No.
22 CIV 8110 (PAE) ("Conversion Denial Order Appeal"); Case No. 22
CIV 8136 (PAE) ("VRG Settlement Order Appeal"); and Case No. 22 CIV
9568 (PAR) ("HJDK Settlement Order Appeal").

One or more of the Appellees assert that the District Court lacks
appellate jurisdiction to review the Conversion Denial Order in any
of the docketed appeals. On Nov. 2, 2022, the District Court held a
telephonic conference regarding the Conversion Denial Order Appeal
and the VRG Settlement Order Appeal. At the conference, the
District Court urged the parties to coordinate briefing among all
three appeals, and counsel for the Appellant, Debtors, and VRG
addressed on the record certain of the topics addressed by the
Stipulation during said conference.

The Appellant and the Appellees MatlinPatterson Global
Opportunities Partners, L.P., MatlinPatterson Global Opportunities
Partners (Cayman) II L.P., MatlinPatterson Global Partners II LLC,
MatlinPatterson Global Advisers LLC, MatlinPatterson PE Holdings
LLC, Volo Logistics LLC, MatlinPatterson Global Opportunities
Partners (SUB) II, Gol Linhas Aereas, S.A. formerly known as VRG
Linhas Aereas, S.A., HJDK Aerospacial, S.A., and Zurich American
Insurance Company, has stipulated and agreed that:

   (1) The Appellant, the Debtors, and VRG agree that they will
address all issues regarding the appellate jurisdiction to review
the Conversion Denial Order, including requests for leave to
appeal, in their respective initial, response, and reply briefs and
not by way of separate motion practice.

   (2) The Appellant, the Debtors, HJDK, and Zurich agree that the
appeal of the HJDK Settlement Order contains issues that overlap
with the appeal of the VRG Settlement Order such that all consent
to such appeal being treated as related to the above-captioned
appeals.

   (3) The Appellant and all the Appellees agree that the District
Court should consolidate the Conversion Denial Order Appeal, the
VRG Settlement Order Appeal and the HJDK Settlement Order Appeal
for all purposes, including the briefing schedule previously
ordered by the District Court in the Conversion Denial Order Appeal
and the VRG Settlement Order Appeal.

   (4) The Appellant and the Appellees agree that the page
limitation for Appellant's initial brief and the response briefs of
each of the Appellees be increased from thirty (30) pages as per
Fed. R. Bankr. P. 8015(a)(7) to forty-eight (48) pages, that the
page limitation for Appellant's reply brief be increased from
fifteen (15) pages as per Fed. R. Bankr. P. 8015(a)(7) to
twenty-five (25) pages, and that the word limitations for each
brief will be increased accordingly.

A full-text copy of the Order dated Nov. 30, 2022, is available at
https://tinyurl.com/rz792wry from Leagle.com.

                     About Varig Logistica

Varig Logistica SA was a Brazilian cargo airline and provided air
transport services to major cargo companies including, among
others, Federal Express, DHL and UPS.  It was previously controlled
by affiliates of MatlinPatterson Global Advisers LLC.

On March 31, 2009, Alexandre Savio Abs da Cruz, manager of flight
operations of Varig Logstica S.A., filed a Chapter 15 petition for
the company (Bankr. S.D. Fla., Case No.: 09-15717). Stephen P.
Drobny, Esq., served as the petitioner's counsel.  The Company
listed assets and debts of $100 million to $500 million.


VASCULAR ACCESS: Court Awards Gardner $1.42-Mil in Fees/Expenses
----------------------------------------------------------------
Bankruptcy Judge ASHELY M. CHAN of the Eastern District of
Pennsylvania awards William Whitfield Gardner $1.42 million in
fees/expenses against Dr. James McGuckin and Philadelphia Vascular
Institute, jointly and severally.

In early February 2020, the Court ordered the appointment of a
Chapter 11 trustee after finding that Dr. James McGuckin -- the
former sole member and manager of the former general partner of the
Debtor, Vascular Access Centers, L.P. -- had orchestrated an
involuntary petition under Chapter 11 of the Bankruptcy Code
against VAC in bad faith.

Shortly after the entry of the Trustee Order, William Whitfield
Gardner (VAC's majority-in-interest limited partner) filed a motion
seeking sanctions against McGuckin and one of his entities,
Philadelphia Vascular Institute pursuant to Federal Rule of
Bankruptcy Procedure 9011, 11 U.S.C. Section 105(a), and the
Court's inherent powers based largely upon McGuckin and PVI's
orchestration of the bad faith involuntary filing.

Bankruptcy courts, like other federal courts, have inherent powers
to impose sanctions for improper conduct that is abusive to the
judicial system. To assess attorneys' fees as a sanction under the
court's inherent power, the court must make an explicit finding
that the party against whom sanctions are to be imposed "acted in
bad faith, vexatiously, wantonly, or for oppressive reasons."

The Court finds that sanctions are warranted against McGuckin and
PVI jointly and severally due to their bad faith efforts to file
the involuntary petition for improper purposes without sufficient
evidentiary support for the claims asserted in the petition.
Accordingly, the Court will award Gardner $1,417,861.75 in
fees/expenses.

The Court finds that McGuckin's orchestration of the Involuntary
Petition amounted to a bad faith abuse of the bankruptcy system
warranting sanctions. The Court finds that McGuckin used the
bankruptcy system in order to protect his own personal interest in
further delaying the Derivative Litigation, from finally proceeding
to trial, and in avoiding the upcoming sanctions hearing in the
Derivative Litigation. The Court also finds that McGuckin has
falsely represented that PVI had a $1.2 million secured claim when
he was entirely aware that PVI had not loaned any funds to the
Debtor. The Court determines that McGuckin directed Crestwood
Associates, LLC (an entity partly owned by McGuckin's brother,
Brian McGuckin) to manufacture a false claim in furtherance of that
bad faith Involuntary Petition, falsely asserting PVI held a $1.2
million secured claim -- when he knew that Crestwood did not have
an outstanding claim against VAC.

The Court finds further that McGuckin's bad faith abuse of the
bankruptcy system only continued when he readily consented to the
Involuntary Petition on behalf of the Debtor despite the obvious
falsehoods contained therein respecting the Petitioning Creditors'
bogus claims, which McGuckin was certainly aware of as the
principal of PVI and as the individual instructing his Brother to
generate an invoice on behalf of Crestwood. Through his consent to
the Involuntary Petition, McGuckin affirmed the validity of the
Crestwood and PVI claims despite the fact that both had been
manufactured at his direction.

The Court notes that despite VAC facing financial distress for a
few years prior to the Involuntary Petition, McGuckin had not
previously taken any significant steps towards bankruptcy until the
sanctions hearing and trial in the Derivative Litigation became
imminent. Larry McMichael (former counsel for VAC) testified that
VAC needed to be in bankruptcy to obtain a DIP loan to make payroll
the following week and its DOJ Settlement payment, which was not
due until January 2020. The Court, however, finds Mr. McMichael's
testimony was not only not credible, but even more importantly, it
was not supported by the record.

The Court further finds that the meritless Cash Collateral Motion
was advanced by McGuckin in bad faith in an outrageous attempt to
obtain "replacement" liens on VAC's assets to which PVI had
absolutely no entitlement. The Cash Collateral Motion represented
that PVI held the only secured claim in the case of over triple
that amount at $4.26 million. No evidentiary support was ever
offered to substantiate this amount aside from the bogus UCC
Statement which had no basis in fact and was filed just one week
before the petition date. In fact, by the Sanctions Hearing, Mr.
McMichael claimed to have no recollection of proffering that amount
in the Cash Collateral Motion.

Finally, sanctions are warranted against McGuckin pursuant to Rule
9011(b)(3) for asserting and later affirming factual allegations
which did not have evidentiary support. McGuckin knew at the time
the Involuntary Petition was filed that no evidentiary support
existed for those positions. Despite knowing, as the owner of PVI,
that it had not lent any funds to VAC, McGuckin continued to
falsely affirm and advocate through his testimony on direct
examination at the Dismissal Hearing that PVI had loaned $1.2
million to the Debtor despite the absence of any evidentiary
support for that position.

McGuckin's testimony was completely undone by the U.S. Trustee's
cross examination at the Dismissal Hearing when McGuckin was forced
to admit PVI's purported $1.2 million claim had no basis in fact
when confronted with the UST's evidence that "PVI actually had not
loaned any amount to VAC." On direct examination at the Dismissal
Hearing, McGuckin could have chosen to clarify on his own the true
basis for his asserted PVI claim, which would not have changed the
validity of PVI's claim, but would have avoided misleading the
Court. And no one has ever offered any other credible explanation
for why VAC had to be in bankruptcy by November 12, 2019, and no
evidence from the Sanctions Hearing has given the Court any
objectively reasonable basis to conclude that McGuckin orchestrated
the Involuntary Petition for a proper purpose.

Ultimately, the "suspicious" timing coincided with McGuckin's need
for "VAC to be in bankruptcy by such date in order to avoid being
sanctioned in the Derivative Litigation" and with the Pennsylvania
Supreme Court's denial of his Supreme Court Petition, clearing the
way for the Derivative Litigation to finally proceed to trial.
Based on the foregoing, it would have been objectively apparent
that the Involuntary Petition had been orchestrated by McGuckin
merely as a desperate, abusive attempt to further delay the
Derivative Litigation.

The Court holds sanctions are warranted under Rule 9011(b)(1)
because McGuckin caused the meritless Involuntary Petition to be
filed for an improper purpose of delaying the Derivative
Litigation. Likewise, sanctions are warranted under Rule 9011(b)(3)
because McGuckin certified in the Involuntary Petition and then
continued to affirm PVI's false claim in court representations
without reasonable evidentiary support. The requirements of Rule
9011 not only apply to the time papers are signed, filed, or
submitted to the court, but also to "later advocating" certain
representations to the court. Continuing to represent a position to
the court "after learning that the position no longer has merit"
violates Rule 9011.

The Court also determines that sanctions are also warranted against
PVI jointly and severally with McGuckin under Rule 9011(b)(1)
because McGuckin signed the bad faith Involuntary Petition on
behalf of PVI for the improper purpose of advancing McGuckin's own
personal interest in obtaining a tactical litigation advantage in
the Derivative Litigation. It is objectively apparent that PVI
improperly authorized the Involuntary Petition to serve McGuckin's
own interests regardless of the lack of merit to that petition, and
that sanctions under Rule 9011(b)(1) are warranted against PVI
jointly and severally with McGuckin for doing so.

A full-text copy of the Opinion dated December 1, 2022, is
available at https://tinyurl.com/4vne36k5 from Leagle.com.

                    About Vascular Access Centers

Vascular Access Centers -- https://www.vascularaccesscenters.com/
-- provides comprehensive dialysis access maintenance including
thrombectomy and thrombolysis, fistulagrams, fistula maturation
procedures, vessel mapping, central venous occlusion treatment and
complete catheter services. Its centers offer an alternative
setting for a wide spectrum of vascular interventional procedures,
including central venous access for oncology, nutritional and
medication delivery, venous insufficiency (including venous ulcer
and non-healing ulcer treatments), peripheral arterial disease
(PAD), limb salvage, uterine fibroid embolization and pain
management.

On Nov. 12, 2019, an involuntary Chapter 11 petition was filed
against Vascular Access Centers (Bankr. E.D. Pa. Case Number
19-17117).  The petition was filed by creditors Philadelphia
Vascular Institute, LLC, Metter & Company and Crestwood Associates,
LLC. David Smith, Esq., at Smith Kane Holman, LLC, is the
petitioners' counsel.  On Nov. 13, 2019, the Debtor consented to
the relief sought under Chapter 11.

Judge Ashely M. Chan is the presiding judge.

The Debtor tapped Dilworth Paxson LLP as its legal counsel.



VERITAS FARMS: Three Directors Removed by Consent
-------------------------------------------------
The Majority Stockholder of Veritas Farms, Inc. delivered to the
Company a stockholder action by written consent removing Kellie
Newton, Craig Fabel, and Kristen High from the Company's board of
directors, without cause, effective immediately, and elected Gary
A. Shangold as a member of the Board, effective immediately.  Dr.
Shangold will join Thomas E. Vickers and Kuno van der Post, each an
incumbent director, in comprising the Board.  Mr. Vickers is
Chairman of the Board and interim chief executive officer of the
Company, and Dr. van der Post is an independent director on the
Board.

Dr. Shangold, age 69, has been the chief medical officer of Enteris
BioPharma, a subsidiary of SWK Holdings, since January 2020.  He is
the founder and chief executive officer of InteguRx Therapeutics
LLC, a startup developing transdermal products, since May 2011, and
the president and managing member of Convivotech LLC, a life
sciences consultancy, since December 2005.  Previously, from
January 2008 to December 2010, Dr Shangold was the chief medical
officer and executive vice president, Research & Development at
Xanodyne Pharmaceuticals Inc, a venture-backed pharma company.
From December 2002 to December 2005, Dr Shangold was president,
chief executive officer, and a director of NovaDel Pharma, a
publicly-traded specialty pharma company.  Earlier, he held several
senior roles in Clinical Research and Regulatory Affairs over more
than 10 years at Johnson & Johnson Pharmaceutical R&D, and prior to
that he was Medical Director for Ob/Gyn/Infertility at Serono
Laboratories US. In his pharma career, Dr. Shangold has had key
roles in the development and/or approval of 10 products.  Before
entering the pharmaceutical industry, Dr. Shangold began his career
in academia, on the Faculty of The University of Chicago Pritzker
School of Medicine, and later at Massachusetts General
Hospital/Harvard School of Medicine.

Since 2019, Dr. Shangold has been a trustee of the Somerset Health
Care Foundation, the fund-raising arm of RW Johnson - Somerset
Hospital, part of the RWJ-Barnabas network in NJ.  Dr. Shangold
served on the Board of Directors of OmniComm Systems Inc. from July
2014 until September 2019 when the company was acquired by Anju
Software Inc., and on the Board of Directors of Pepgen Inc, a
venture-backed biotech company, from December 2004 through June
2009.  He has been president of the American Academy of
Pharmaceutical Physicians (2005), and Chair of the Association of
Clinical Research Professionals (2013), a 14,000-member nonprofit
dedicated to excellence and professionalism in clinical research
globally.  Dr. Shangold received his MD degree from Columbia
University in June 1977 and his Bachelor of Arts degree from the
University of Pennsylvania in May 1973.  Dr. Shangold performed his
residency in Obstetrics & Gynecology at the University of
Miami/Jackson Memorial Hospital from June 1977 to June 1981 and his
fellowship in Reproductive Endocrinology in the Department of
Obstetrics & Gynecology at the University of Southern
California/Los Angeles County Medical Center from July 1981 to June
1983.  Dr. Shangold holds Board Certifications in Obstetrics &
Gynecology and in Reproductive Endocrinology, and is the author of
numerous clinical and basic science publications

Dr. Shangold will be appointed to the Audit Committee and the
Nominating and Corporate Governance Committee.

The Board has determined that Dr. Shangold is "independent" within
the meaning of the applicable rules and regulations of the
Securities and Exchange Commission and the listing standards of the
Nasdaq Stock Market.  Under the terms of the Company's 2017 Equity
Incentive Plan, effective on Dec. 8, 2022, Dr. Shangold will
receive an annual grant of stock options with a term of ten years
to purchase 100,000 shares of common stock of the Company, at a per
share exercise price equal to the closing price of the Common Stock
on the grant date, with 25% of the options vesting every 90 days
following the grant date subject to his continuous service on the
Board.

                           About Veritas

Fort Lauderdale, Florida-based Veritas Farms, Inc. --
www.TheVeritasFarms.com -- is a vertically-integrated agribusiness
focused on growing, producing, marketing, and distributing superior
quality, whole plant, full spectrum hemp oils and extracts
containing naturally occurring phytocannabinoids. Veritas Farms
owns and operates a 140 acre farm in Pueblo, Colorado, capable of
producing over 200,000 proprietary full spectrum hemp plants which
can potentially yield a minimum annual harvest of 250,000 to
300,000 pounds of outdoor-grown industrial hemp.

Veritas Farms reported a net loss of $7.07 million for the year
ended Dec. 31, 2021, compared to a net loss of $7.59 million for
the year ended Dec. 31, 2020.  As of Sept. 30, 2022, the Company
had $8.35 million in total assets, $6.58 million in total
liabilities, and $1.76 million in total shareholders' equity.

Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 12, 2022, citing that the Company has sustained
substantial losses from operations since its inception.  As of and
for the year ended Dec. 31, 2021, the Company had an accumulated
deficit of $33,930,714, and a net loss of $7,263,567.  These
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern.  Continuation as a
going concern is dependent on the ability to raise additional
capital and financing, though there is no assurance of success.


VERITAS US: AB Bond Marks $96,000 Loan at 21% Off
-------------------------------------------------
AB Bond Fund, Inc has marked its $96,000 loan extended to Veritas
US, Inc. to market at $75,903, or 79% of the outstanding amount, as
of September 30, 2022, according to a disclosure contained in AB
Bond's Form N-CSR for the fiscal year ended September 30, filed
with the Securities and Exchange Commission on December 1.

AB Bond's Loan to Veritas US, Inc. has an interest rate of 8.674%
(LIBOR 3 Month + 5.00%), and is scheduled to mature on September 1,
2025.

AB Bond Fund Inc. provides a broad selection of investment
alternatives to investors. It offers investment grade, corporate
bond, multi-sector, and global bond funds.  AllianceBernstein
Investments, Inc. (ABI) is the distributor of the AB family of
mutual funds. ABI is a member of FINRA and is an affiliate of
AllianceBernstein L.P., the adviser of the funds.

Veritas US Inc. designs and develops enterprise software
solutions.



VICTORY ENTERTAINMENT: Mr. Eidson Qualifies as Expert, Court Says
-----------------------------------------------------------------
In the case, In re: Victory Entertainment Inc., Chapter 7,
Debtor(s). Howard M. Ehrenberg, Plaintiff(s) v. HALA Enterprises,
LLC, Defendant(s), Case No. 1:18-BK-11342-VK, Adv No.
1:20-AP-01056-GM (Bankr. C.D. Cal.), Judge Geraldine Mund denies
the Plaintiff's Motion in Limine No. 2 to exclude the expert
testimony of Gregory Eidson.

Mr. Gregory Eidson was hired to opine on "reasonable rental value"
for the property. The accepted method is to compare this property
to comparable properties on a yearly basis. However, he did not do
this.

The Plaintiff asserts that the method that he created started with
ascertaining the 2018 rental value through choosing a market rate
for that year and then using the CoStar market trend data for the
North Hollywood submarket to back up to 2008. Then he brought the
2008 value forward for each ensuing year by virtue of the Consumer
Price Index, but not exclusively for the North Hollywood submarket.
He also failed to consider important data, including that the
building was renovated with $500,000 in improvements in 2008 and
that it was rented to a new tenant in 2018 for $30,000 per month.

While Mr. Eidson agrees that it would be best to use direct
comparables, he believes that the market does not always provide
perfect data. Markets follow patterns, well-located properties have
higher rents, older properties (depending on location, visibility,
etc.) provide lower rents. Using the current rent and moving
backward is the same pattern as using the current rent and using
market trends to estimate future value. Mr. Eidson used market
patterns as a basis of his appraisal and this is an appropriate
method under the circumstances in this case.

Since there is no strictly defined methodology to establish
retrospective value, the Court opines that Mr. Eidson, as an
expert, can develop the most reliable method in which he has
confidence. The case before the Court deals the valuation of real
property over a finite number of years. This is "every day stuff"
in bankruptcy cases. The Court points out that an expert is not
limited to a single method. If there is one that is generally used,
the parties and the court have a right to know why that was not
used in this case. If a different method is chosen -- be it new or
seldom used -- the Court will weigh that against the standard
method for reasonability and reliability. In the long run it may be
given no weight or it may be found to meet the test of FRE 702 --
which will be determined at trial.

The Court concludes that Mr. Eidson qualifies as an expert in the
area to which he intends to testify and finds no reason to exclude
him from testifying. Mr. Eidson will be subject to
cross-examination as to why he deviated from the more usual method,
but this will go to the weight that the Court gives his testimony
and opinion.

A full-text copy of the Tentative Ruling dated Nov. 30, 2022, is
available at https://tinyurl.com/58uhsvcm from Leagle.com.

                   About Victory Entertainment

Victory Entertainment Inc., which conducts business under the name
VIP Showgirls, is an adult entertainment club in North Hollywood,
California.

Victory Entertainment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-11342) on May 25,
2018.  In the petition signed by Arshavir Khachikian, its
president, the Debtor disclosed that it had estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.

Judge Victoria S. Kaufman presides over the case.

The Court converted the case to a Chapter 7 liquidation.


VICTORY ENTERTAINMENT: Mr. Issa Banned From Giving Expert Opinion
-----------------------------------------------------------------
In the case, In re: Victory Entertainment Inc., Chapter 7,
Debtor(s). Howard M. Ehrenberg, Plaintiff(s) v. HALA Enterprises,
LLC, Defendant(s), Case No. 1:18-BK-11342-VK, Adv No.
1:20-AP-01056-GM (Bankr. C.D. Cal.), Judge Geraldine Mund grants
the Plaintiff's Motion in Limine to exclude the expert testimony of
J. Michael Issa.

In the scheduling order, experts were to be designated by 5/23/22
and reports were to be exchanged by 7/15/22. The Trustee designated
Mr. Issa in his May 2022 designation report, but did not produce
Mr. Issa's report at all. Hala's counsel sent emails to Mr. Beck on
7/18/22 and on 7/25/22 requesting the report and a confirmation
that Mr. Issa would be a witness. No immediate response was
received, but on 8/8/22 Mr. Beck acknowledged that he had not sent
the report, but stated that Mr. Issa would be called as an expert
nonetheless.

The Trustee is in violation of Rule 26(a)(2)(B) and the Court's May
order regarding expert discovery when it failed to provide an
expert report. Hence, the Trustee should not be allowed to call Mr.
Issa as an expert witness nor as a rebuttal expert witness as this
would be circumventing Rules 26 and 37.

Even if the Court could consider substantial justification and
harmlessness, the Trustee has not shown either -- and no reason is
given for failure to produce a report. The Defendants requested the
report several times and yet none was produced -- which is
deliberate and tactical.

The Court holds that the complaint and the discovery responses do
not substitute for the expert's report. In this case, the Trustee
designated Mr. Issa to testify as to the Debtor's
solvency/insolvency. The complaint merely makes a conclusionary
allegation in paragraph 53 that the Debtor was insolvent in the
year before filing bankruptcy -- which is based on information and
belief and does not show Mr. Issa's opinion, methodology, or data.


The Defendants have complied with the stipulations -- the Plaintiff
has not. Offering Mr. Issa for deposition now is not only late, but
it is without a report. The Defendants have no road map to follow
for discovery or the imminent trial. Thus, it would be unfair to
the Defendants and to the Court to allow Mr. Issa to give his
expert opinion orally on the stand.

However, Mr. Issa will be welcome in the courtroom as a consultant
to the Plaintiff's counsel, but may not testify either on direct
examination or in rebuttal.

A full-text copy of the Tentative Ruling dated Nov. 30, 2022, is
available at https://tinyurl.com/2twuhmdk from Leagle.com.

                   About Victory Entertainment

Victory Entertainment Inc., which conducts business under the name
VIP Showgirls, is an adult entertainment club in North Hollywood,
California.

Victory Entertainment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-11342) on May 25,
2018.  In the petition signed by Arshavir Khachikian, its
president, the Debtor disclosed that it had estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.

Judge Victoria S. Kaufman presides over the case.



VITAL PHARMACEUTICALS: Committee Taps Lincoln as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of Vital
Pharmaceuticals, Inc. and its affiliates received approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Lincoln Partners Advisors, LLC as its financial advisor.

The committee requires a financial advisor to:

   (a) review financial-related disclosures required by the court,
including schedules of assets and liabilities, statement of
financial affairs and monthly operating reports;

   (b) assist in the preparation of analyses required to assess any
liquidity reporting in compliance with any order approving
debtor-in-possession financing or use of cash collateral;

   (c) assess and monitor the Debtors' short-term cash flow,
liquidity, operating results, and cash management;

   (d) review the Debtors' key employee incentive, management
incentive, and any key employee retention and employee benefits
programs;

   (e) review the Debtors' potential disposition or liquidation of
both core and non-core assets;

   (f) review the Debtors' analysis of core business assets, new
business development initiatives and investments, and joint
ventures;

   (g) assist in the review of the Debtors' transition to a new
distribution network;

   (h) review the Debtors' identification of potential cost
savings, including overhead and operating expense reductions and
efficiency improvements;

   (i) review claims reconciliation and estimation process;

   (j) assist in the review of corporate governance;

   (k) assist in the review of intellectual property;

   (l) review the Debtors' corporate structure, including analysis
of intercompany activities, cost and tax allocations, and related
claims;

   (m) analyze entity-level value waterfalls and potential
recoveries with respect to any proposed plan of reorganization;

   (n) assist in the review of other financial information prepared
by the Debtors, 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;

   (o) attend meetings and assistance in discussions with the
Debtors, potential investors, banks, other secured lenders, any
other official committees organized in the cases, the U.S. Trustee,
and other concerned parties;

   (p) assist in the review or preparation of information and
analysis necessary for the negotiation of, objection to or
confirmation of a plan and related disclosure statement;

   (q) render other general business consulting services;

   (r) assist with insurance issues concerning the Debtors;

   (s) assist with forensic accounting and related analysis of the
Debtors;

   (t) evaluate and analyze pre-bankruptcy transactions, including
avoidance actions;

   (u) assist in the evaluation and analysis of the Debtors'
motions;

   (v) assist in the prosecution of committee responses or
objections to the Debtors' motions; and

   (w) review and analyze financial information prepared by the
Debtors and their accountants and financial advisors.

Lincoln Partners Advisors will be paid at these rates:

     Managing Director               $895 to $1,075 per hour
     Director/Vice President         $715 to $805 per hour
     Associates/Analysts             $355 to $625 per hour
     Administrative Staff            $225 per hour

Brent Williams, a managing director at Lincoln Partners Advisors,
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:

     Brent C. Williams
     Lincoln Partners Advisors LLC
     444 Madison Avenue, Suite 300
     New York, NY 10022
     Tel: (212) 257-7750
     Email: bwilliams@lincolninternational.com

                    About Vital Pharmaceuticals

Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing
business as Bang Energy and as VPX Sports, has developed
performance beverages, supplements, and workout products to fuel
high-energy lifestyles. VPX Sports is the maker of Bang energy
drinks, among other consumer products.

Vital Pharmaceuticals, Inc., along with certain of its domestic
subsidiaries and affiliates, filed voluntary petitions for
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 22-17842) on Oct. 10, 2022.

VPX estimated $500 million to $1 billion in assets and liabilities
as of the bankruptcy filing.

The Hon. Scott M. Grossman is the case judge.

The Debtors tapped Latham & Watkins, LLP as general bankruptcy
counsel; Berger Singerman, LLP as local counsel; Huron Consulting
Group, Inc. as CTO services provider; and Rothschild & Co US, Inc.
as investment banker. Stretto, Inc. is the notice, claims and
solicitation agent.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Nov. 1, 2022. The committee tapped
Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law,
P.A. as local counsel; and Lincoln Partners Advisors, LLC as
financial advisor.


VITAL PHARMACEUTICALS: Committee Taps Sequor Law as Local Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Vital
Pharmaceuticals, Inc. and its affiliates received approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Sequor Law, P.A. as its local counsel.

The firm's services include:

   (a) advising the committee with respect to its rights, duties,
and powers in the Debtors' Chapter 11 cases;

   (b) assisting the committee in its consultations with the
Debtors relative to the administration of the cases;

   (c) analyzing the claims of creditors and the Debtors' capital
structure, and negotiating with holders of claims and equity
interests;

   (d) investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtors and the operation of the
Debtors' business;

   (e) assisting the committee in analyzing (i) the Debtors'
pre-bankruptcy financing, (ii) proposed use of cash collateral, and
(iii) the terms and conditions of the proposed debtor-in-possession
financing; and (iv) the adequacy of the proposed DIP financing
budget;

   (f) assisting the committee in its investigation of the liens
and claims of holders of the Debtors' pre-bankruptcy debt and the
prosecution of any claims or causes of action revealed by such
investigation;

   (g) assisting the committee in its analysis of, and negotiations
with, the Debtors or any third-party concerning matters related to,
among other things, the assumption or rejection of certain leases
of nonresidential real property and executory contracts, asset
dispositions, sale of assets, financing of other transactions and
the terms of a plan of reorganization;

   (h) assisting and advising the committee as to its
communications to unsecured creditors regarding significant matters
in the cases;

   (i) representing the committee at hearings and other
proceedings;

   (j) reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the court and advising the
committee as to their propriety;

   (k) assisting the committee in preparing pleadings and
applications as may be necessary in furtherance of the committee's
interests and objectives in the cases, including without
limitation, the preparation of retention papers and fee
applications for the committee's professionals;

   (l) assisting the committee and providing advice concerning the
proposed sale of substantially all of the Debtors' assets;

   (m) assisting the committee with respect to issues that may
arise concerning the Debtors' unionized employees;

   (n) preparing legal papers; and

   (o) other necessary legal services.

The firm will be paid at these rates:

     Partners       $540 to $790 per hour
     Counsels       $410 to $495 per hour
     Associates     $300 to $415 per hour
     Paralegals     $200 to $220 per hour

In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Sequor
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:  Sequor expects to develop a budget and staffing plan
to reasonably comply with the U.S. Trustee's request for
information and additional disclosures, as to which the firm
reserves all rights. The committee has approved Sequor's proposed
hourly billing rates.

Leyza Blanco, Esq., a partner at Sequor, 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:

     Leyza F. Blanco, Esq.
     Sequor Law, P.A.
     1111 Brickell Avenue, Suite 1250
     Miami, FL 33131
     Tel: (305) 372-82282
     Email: lblanco@sequorlaw.com

                    About Vital Pharmaceuticals

Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing
business as Bang Energy and as VPX Sports, has developed
performance beverages, supplements, and workout products to fuel
high-energy lifestyles. VPX Sports is the maker of Bang energy
drinks, among other consumer products.

Vital Pharmaceuticals, Inc., along with certain of its domestic
subsidiaries and affiliates, filed voluntary petitions for
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 22-17842) on Oct. 10, 2022.

VPX estimated $500 million to $1 billion in assets and liabilities
as of the bankruptcy filing.

The Hon. Scott M. Grossman is the case judge.

The Debtors tapped Latham & Watkins, LLP as general bankruptcy
counsel; Berger Singerman, LLP as local counsel; Huron Consulting
Group, Inc. as CTO services provider; and Rothschild & Co US, Inc.
as investment banker. Stretto, Inc. is the notice, claims and
solicitation agent.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Nov. 1, 2022. The committee tapped
Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law,
P.A. as local counsel; and Lincoln Partners Advisors, LLC as
financial advisor.


VITAL PHARMACEUTICALS: Opposes Bid to Appoint Non-Trade Committee
-----------------------------------------------------------------
Vital Pharmaceuticals, Inc. has urged the U.S. Bankruptcy Court for
the Southern District of Florida to deny the motion filed by a
group of non-trade creditors to appoint a separate committee that
will represent holders of non-trade claims against the company.

the company's attorney, Jordi Guso, Esq., at Berger Singerman, LLP,
has criticized the non-trade creditors' refusal to sit on the
unsecured creditors' committee they were not able to dominate.

Two of the creditors, Warner Music Group Corp. and The American
Bottling Co., Inc., resigned from the unsecured creditors'
committee after the panel was reconstituted by the U.S. trustee
overseeing Vital Pharmaceuticals' Chapter 11 case. Prior to their
resignation, non-trade creditors occupied four of 11 seats on the
committee.

"Adequate representation does not mean committee domination nor
does it mean separate committees for special interests," Mr. Guso
argued. "The purpose of a single committee of general unsecured
creditors is to embrace varying interests and promote compromise
within the committee."

According to the attorney, non-trade creditors are already
"adequately represented" by the committee as evidenced by their
active participations in discussions concerning the company's
bankruptcy loan, and appearances at every court hearing.

Attorney for the unsecured creditors' committee and the U.S.
Trustee for Region 21 echoed the company's arguments. Both
questioned the group's attempt to dominate the committee.

"None of the [non-trade creditors] should be permitted to decline
to participate on the committee and then assert that they are not
adequately represented by that same committee," said Leyza Blanco,
Esq., one of the attorneys at Sequor Law, P.A. representing the
committee. "This attempt to manipulate the membership of the
reconstituted committee to bolster their argument for a second
committee is both flawed and inappropriate."

"Embracing the [non-trade creditors'] invitation would create an
opportunity for any committee member dissatisfied with being
outvoted —- just resign and get the bankruptcy court to appoint a
self-interested committee. This turns committee fiduciary law on
its head," the U.S. trustee argued.

Meanwhile, Truist Bank, as agent for Vital Pharmaceuticals'
lenders, expressed concern the appointment of a second committee
would increase administrative costs.

According to the bank, the costs of the bankruptcy case, budgeted
over $33 million through May 2023, will be paid for from a
combination of proceeds of $100 million of post-petition financing
provided by the lenders and their cash collateral.

Truist Bank said it is concerned about the "unnecessary
duplication, procedural complications and inefficiencies"
associated with the appointment of a second committee, diverting
limited resources otherwise available to Vital Pharmaceuticals for
the operation of its business.

                    About Vital Pharmaceuticals

Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing
business as Bang Energy and as VPX Sports, has developed
performance beverages, supplements, and workout products to fuel
high-energy lifestyles. VPX Sports is the maker of Bang energy
drinks, among other consumer products.

Vital Pharmaceuticals, Inc., along with certain of its domestic
subsidiaries and affiliates, filed voluntary petitions for
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 22-17842) on Oct. 10, 2022.

VPX estimated $500 million to $1 billion in assets and liabilities
as of the bankruptcy filing.

The Hon. Scott M. Grossman is the case judge.

The Debtors tapped Latham & Watkins, LLP as general bankruptcy
counsel; Berger Singerman, LLP as local counsel; Huron Consulting
Group, Inc. as CTO services provider; and Rothschild & Co US, Inc.
as investment banker. Stretto, Inc. is the notice, claims and
solicitation agent.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Nov. 1, 2022. The committee is represented
by Lowenstein Sandler, LLP and Sequor Law, P.A.


VOYAGER DIGITAL: Jon Giacobbe's Adversary Case Dismissed
--------------------------------------------------------
In the adversary proceeding styled In re: Voyager Digital Holdings,
Inc. et al., Chapter 11, Debtors. Jon Giacobbe, Plaintiff, v.
Voyager Digital Holdings, Inc. et al., Defendant, Case No. 22-10943
(MEW), (Jointly Administered), Adv. Pro. No. 22-01145 (MEW),
(Bankr. S.D.N.Y.), Bankruptcy Judge Michael E. Wiles grants the
motion to dismiss adversary proceeding filed by Voyager Digital
Holdings, Inc. and its affiliated debtors.

The Plaintiff Jon Giacobbe filed a complaint commencing this
adversary proceeding against Voyager Digital Holdings and its
debtor-affiliates. The Complaint seeks entry of an order pursuant
to 11 U.S.C. Section 523(a), declaring that certain debts
purportedly owed to Mr. Giacobbe are excepted from discharge on
grounds of false pretenses, false representations or actual fraud.


The introductory sentence to section 523(a) makes clear that the
provision is limited to "individual" debtors. The Plaintiff
nevertheless argues that the word "individual," as used in
introductory sentence to section 523, should be interpreted by the
Court as just being a reference to a "single" debtor as opposed to
"multiple" debtors, so that the words "individual debtor" in
section 523 can mean a single "corporate" debtor.

It is a cardinal rule of statutory construction that courts do not
adopt an interpretation that renders a particular word or phrase
superfluous. The Court explains that the reference to an
"individual" debtor -- is a reference to a debtor who is a human
being, as opposed to a debtor who is a corporate entity.

The Court rules that the Voyager cases, plan confirmation and
discharge issues will be governed by sections 1129 and 1141 of the
Bankruptcy Code. Section 1141 provides that as a general matter
"the confirmation of a chapter 11 plan discharges a debtor from any
debt that arose before the date of such confirmation." Section
1141(d)(2) states that "a discharge under this chapter does not
discharge a debtor who is an individual from any debt excepted from
discharge under section 523 of this title." Because the Voyager
debtors are corporate entities, not individuals, the Court
concludes that section 1142(d)(2) plainly does not apply.

The Court finds and concludes that the Plaintiff's efforts to apply
the section 523 discharge exceptions to the chapter 11 cases of the
Voyager defendants is contrary to the plain language of the
relevant portions of the Bankruptcy Code, and thus, the Voyager
defendants are entitled to the dismissal of the Complaint.

A full-text copy of the Decision dated Nov. 30, 2022, is available
at https://tinyurl.com/yk7p7mva from Leagle.com.

                 About Voyager Digital Holdings

Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.

Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.

Judge Michael E. Wiles oversees the cases.

The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP as accounting advisor. Stretto, Inc. is the
claims agent.

On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped McDermott Will & Emery, LLP as
bankruptcy counsel; FTI Consulting, Inc. as financial advisor;
Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq
Corporate Restructuring, LLC as noticing and information agent. The
committee also tapped the services of Harney Westwood & Riegels, LP
in connection with Three Arrows Capital Ltd.'s liquidation
proceedings in British Virgin Islands.

The Debtors filed their joint Chapter 11 plan of reorganization on
July 6, 2022.



WALKER & DUNLOP: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 Corporate Family
Rating and Ba1 long-term senior secured rating of Walker & Dunlop,
Inc. The outlook remains stable. The rating action follows Walker &
Dunlop's announcement that it will seek to raise $200 million in a
new non-fungible term loan B offering, the proceeds of which will
be primarily used to repay debt associated with the firm's Low
Income Housing Tax Credit (LIHTC) business, and also for general
corporate purposes.

Affirmations:

Issuer: Walker & Dunlop, Inc.

Corporate Family Rating, Affirmed Ba1

Senior Secured Bank Credit Facility, Affirmed Ba1

Outlook Actions:

Issuer: Walker & Dunlop, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

The ratings affirmation reflects Moody's unchanged view of Walker &
Dunlop's credit profile, as reflected by its ba1 standalone
assessment. Walker & Dunlop's ratings reflect its strong market
position as an originator and servicer of multifamily agency loans,
its strong profitability, and its modest corporate leverage. At the
same time, the ratings reflect the credit challenges resulting from
its niche business focus that is dependent on agency multifamily
volumes and refinancing risks from its funding profile, which is
highly reliant on confidence-sensitive secured sources of funding.

The ratings also consider a recent decline in Walker & Dunlop's
ratio of tangible common equity to tangible managed assets
(TCE/TMA) from approximately 20% historically to about 10% as of
September 30, 2022. The decline was driven largely by the
additional goodwill and intangible assets from recent acquisitions,
which are excluded from the calculation of TCE and TMA. While these
acquisitions have improved the firm's earnings diversification, the
degradation in capital adequacy is nonetheless credit negative.
However, part of the decline in capital adequacy is due to the
natural fluctuation in the firm's balance sheet, which is a result
of the timing and volume of agency loan sales throughout the year.
As these loans are sold, assets should decline and TCE/TMA should
return to approximately 15%.

The outlook remains stable, reflecting Moody's expectation that
Walker & Dunlop will maintain stable financial performance over the
next 12-18 months.

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

The ratings could be upgraded if the company improves its overall
funding profile while maintaining strong profitability and solid
capital levels, such as a ratio of net income to average managed
assets above 4% and TCE/TMA above 20%.

The ratings could be downgraded if Moody's expects profitability as
measured by net income to tangible managed assets to remain below
3% or if it expects TCE/TMA to remain below 14% for more than a
limited period. The ratings could also be downgraded if the firm
has more than a modest increase in asset risk or if its liquidity
and funding profile deteriorate. Downward ratings pressure could
also develop if the firm undertakes a large debt-funded
acquisition.

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


WERNER FINCO: S&P Downgrades ICR to 'CCC+', Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Itasca,
Ill.-based Werner FinCo L.P. to 'CCC+' from 'B-', its issue-level
rating on its term loan to 'CCC+' from 'B-', and its issue-level
rating on its unsecured notes to 'CCC-' from 'CCC'.

The negative outlook indicates the potential that S&P will lower
its rating on Werner over the next 12 months if its debt
obligations become current.

Werner's reduced liquidity and the refinancing risk stemming from
its upcoming debt maturities will pressure its credit quality. The
company's current liquidity is sufficient but provides it with only
limited covenant headroom and the incremental ability to use its
ABL facility. S&P said, "Furthermore, we believe Werner's liquidity
will worsen over the next 12 months if it is unable to refinance
its term loan before it becomes current in July 2023. The company's
$360 million ($342 million outstanding) secured term loan is due in
July 2024 and the maturity of its $150 million ($93 million
currently outstanding) ABL facility due 2026 would accelerate to
April 2024 if it is unable to refinance its term loan. While we
believe Werner is committed to refinancing its term loan,
unfavorable market conditions combined with the deteriorating
business outlook could limit its access to the capital markets.
Therefore, we believe the company is now dependent upon favorable
business, financial, and economic conditions to meet its financial
commitments." Even though its financial commitments appear to be
unsustainable over the long term, it may not face a near-term (in
the next 12 months) credit or payment crisis.

S&P said, "We now expect elevated S&P Global Ratings-adjusted
leverage of over 8x, which compares with our prior expectation for
7x-8x, due to weakening demand and macroeconomic conditions.We
expect weak demand across end markets and continued cost pressures
to result in slow earnings and cashflows for the company over the
next 12 months. While we expect the company's focus on operating
efficiency initiatives and working capital management will somewhat
improve its earnings, margins, and free cash flow in 2023, we still
believe its S&P Global Ratings-adjusted leverage will remain above
8x. However, our assumption for EBITDA interest coverage of about
1.5x and positive operating cash flow somewhat offsets our elevated
leverage expectations. We also recognize that deteriorating
macroeconomic conditions, including a potential recession in the
U.S. in 2023, could pose downside risks to our forecasts.

"The negative outlook on Werner indicates the possibility that we
will lower our rating over the next 12 months if it is unable to
refinance its term loan before debt maturities become current."

S&P could lower its ratings on Werner over the next 12 months if:

-- It is unable to refinance or extend the maturity of its term
loan over the next six months, which would lead to a near-term
liquidity crisis;

-- Its operating performance continues to weaken such that we no
longer view its liquidity as adequate, due to a further tightening
of its covenant headroom or the violation of covenants; or

-- The company announces a debt exchange or restructuring that S&P
deems tantamount to a default.

S&P said, "We could revise our outlook on Werner to stable if it
refinances its debt maturities. Alternatively, we could raise our
ratings if the company demonstrates a significant increase in its
earnings such that it improves its liquidity and credit measures."

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



WINC INC: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Winc, Inc.
and its affiliates.

The committee members are:

     (1) FedEx Corporate Services, Inc.
         Attn: John Pittman
         3620 Hacks Cross Rd, Bldg B
         Memphis, TN 38125
         Phone: 901-291-3402
         Email: john.pittman@fedex.com

     (2) Frederic Chaudiere Famille Chaudiere (SARL)
         Attn: Frederic Chaudiere
         A3G5, Route de Flassan
         84570 (France) Mormoiron
         Phone: +33(0)68153136
         Email: frederic@chateaupesquie.com

     (3) Ranch Canada de los Pinos
         Attn: Douglas Circle
         17772 E. 17th St., Suite 107
         Tustin, CA 92780
         Phone: 714-630-0299
         Fax: 714-630-2399
         Email: doug@circlevision.com
  
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent.  They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.

                         About Winc Inc.

Winc, Inc. develops, produces and sells alcoholic beverages through
wholesale and direct to consumer business channels in conjunction
with winemakers, vineyards, distillers, and manufacturers, both
domestically and internationally. Its products are available at
retailers and restaurants throughout the United States.

Winc and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. Del Lead Case No. 22-11238) on Nov.
30, 2022. In the petition signed by its interim chief executive
officer and president, Brian Smith, Winc disclosed up to
$50,318,000 in assets and up to $36,751,000 in liabilities.

Laurie Selber Silverstein oversees the cases.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
restructuring and bankruptcy counsel; RPA Advisors, LLC as
financial advisor; and Canaccord Genuity Group Inc. as investment
banker. Epiq Corporate Restructuring, LLC is Debtors' notice,
claims, solicitation and balloting agent.


XP TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: XP Transport, LLC
        102 Matty Road
        Creekside, PA 15732

Business Description: The Debtor is part of the general freight
                      trucking industry.

Chapter 11 Petition Date: December 14, 2022

Court: United States Bankruptcy Court
       Western District of Pennsylvania

Case No.: 22-70417

Debtor's Counsel: Renee Kuruce, Esq.
                  ROBLETO KURUCE PLLC
                  6101 Penn Avenue Suite 201
                  Pittsburgh, PA 15206
                  Tel: (412) 925-8194
                  Email: rmk@robletolaw.com

Debtor's
Special
Counsel:          GFEELLER LAURIE, LLP

Total Assets; $655,900

Total Liabilities: $1,389,620

The petition was signed by Chad A. Park as managing member.

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


https://www.pacermonitor.com/view/42WOO6I/XP_Transport_LLC__pawbke-22-70417__0001.0.pdf?mcid=tGE4TAMA


[*] Colorado Bankruptcies Rose 67.5% in November 2022
-----------------------------------------------------
Christopher Wood of Loveland Reporter-Herald reports that Colorado
bankruptcies increased 6.5% in November compared with the same
period a year ago. Bankruptcy filings also increased in Boulder,
Broomfield, Larimer and Weld counties.

That's according to a BizWest analysis of U.S. Bankruptcy Court
data. Numbers cited include all new filings, including open,
/closed and dismissed cases. Colorado recorded 438 bankruptcy
filings in November 2022, compared with 411 in November 2021.

Year to date, the state has recorded 4,692 bankruptcy filings,
compared with 5,904 in the first 11 months of 2021, down 20.5%.

Among counties in Northern Colorado and the Boulder Valley:

   * Larimer County filings totaled 27 in November, compared with
23 a year ago. Filings in the first 11 months of the year totaled
267, compared with 295 in the first 11 months of 2021, a drop of
9.5%. Larimer County recorded 22 bankruptcy filings in October
2022.

   * Weld County bankruptcy filings totaled 39 in November, up from
34 recorded a year ago, an increase of 14.7%. Year-to-date filings
totaled 384, compared with 418 a year ago, down 8%. Weld County
recorded 39 bankruptcy filings in October 2022.

   * Boulder County recorded 16 bankruptcy filings in November,
compared with 12 in November 2021. The county recorded 161 filings
year to date, down from 213 in the first 11 months of 2021, down
24.4%. Boulder County recorded 17 bankruptcy filings in October
2022.

   * Broomfield recorded eight bankruptcy filings in November, up
from two in November 2021. Year-to-date filings totaled 72,
compared with 69 a year ago, up 4.3%. Broomfield recorded eight
bankruptcy filings in October 2022.

Larimer County's bankruptcy filings in November included that of
Hustle Workshop LLC, a Loveland coworking space for women. The
company filed for Chapter 11 bankruptcy protection, listing
liabilities of $721,153.



[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Downtown Natural Caregivers
   Bankr. C.D. Cal. Case No. 22-16632
      Chapter 11 Petition filed December 5, 2022
         See
https://www.pacermonitor.com/view/REF7R6Q/Downtown_Natural_Caregivers__cacbke-22-16632__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re EW Capital Management LLC
   Bankr. N.D. Ga. Case No. 22-59906
      Chapter 11 Petition filed December 5, 2022
         See
https://www.pacermonitor.com/view/TZIAFEY/EW_Capital_Management_LLC__ganbke-22-59906__0001.0.pdf?mcid=tGE4TAMA
         represented by: Howard Rothbloom, Esq.
                         THE ROTHBLOOM LAW FIRM
                         E-mail: howard@rothbloom.com

In re Silver Creek Investments, LLC
   Bankr. N.D. Tex. Case No. 22-42956
      Chapter 11 Petition filed December 5, 2022
         See
https://www.pacermonitor.com/view/OUBT5DY/Silver_Creek_Investments_LLC__txnbke-22-42956__0001.0.pdf?mcid=tGE4TAMA
         represented by: Marilyn D. Garner, Esq.
                         LAW OFFICE OF MARILYN D. GARNER
                         E-mail: mgarner@marilyndgarner.net

In re 21st Century Valet Parking, LLC
   Bankr. C.D. Cal. Case No. 22-11415
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/NYI67OI/21st_Century_Valet_Parking_LLC__cacbke-22-11415__0001.0.pdf?mcid=tGE4TAMA
         represented by: Vahe Khojayan, Esq.
                         YK LAW, LLP
                         E-mail: vkhojayan@yklaw.us

In re DGA Holdings, Inc.
   Bankr. D.D.C. Case No. 22-00226
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/XZYARMA/DGA_Holdings_Inc__dcbke-22-00226__0001.0.pdf?mcid=tGE4TAMA
         represented by: Brian V. Lee, Esq.
                         LEE LEGAL, PLLC
                         E-mail: bvlee@lee-legal.com

In re Star LM Group Inc.
   Bankr. M.D. Fla. Case No. 22-02447
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/YZFKVDA/Star_LM_Group_Inc__flmbke-22-02447__0001.0.pdf?mcid=tGE4TAMA
         represented by: Thomas Adam, Esq.
                         THOMAS ADAM
                         E-mail: tadam@adamlawgroup.com

In re 2173 SPWay, LLC
   Bankr. N.D. Ga. Case No. 22-59927
      Chapter 11 Petition filed December 6, 2022
         Case Opened

In re 2442 Crestview, LLC
   Bankr. N.D. Ga. Case No. 22-59941
      Chapter 11 Petition filed December 6, 2022
         Case Opened

In re Delta J3 LLC
   Bankr. N.D. Ga. Case No. 22-59929
      Chapter 11 Petition filed December 6, 2022
         Case Opened

In re Nantasket Management, LLC
   Bankr. D. Mass. Case No. 22-11772
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/6GCX2QI/Nantasket_Management_LLC__mabke-22-11772__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re 25 Salem Road Corp
   Bankr. E.D.N.Y. Case No. 22-73452
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/S23RISI/25_Salem_Road_Corp__nyebke-22-73452__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re Lyles and Lewis Development LLC
   Bankr. E.D. Pa. Case No. 22-13269
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/6LULE3I/Lyles_and_Lewis_Development_LLC__paebke-22-13269__0001.0.pdf?mcid=tGE4TAMA
         represented by: Roger V. Ashodian, Esq.
                   REGIONAL BANKRUPTCY CENTER OF SOUTHEASTERN PA,
P.C.
                         E-mail: ecf@schollashodian.com

In re Jose William Gonzalez Ruiz
   Bankr. D.P.R. Case No. 22-03523
      Chapter 11 Petition filed December 6, 2022
         represented by: Jesus Batista Sanchez, Esq.

In re Bennu Enterprises, LLC
   Bankr. E.D. Tex. Case No. 22-41704
      Chapter 11 Petition filed December 6, 2022
         See
https://www.pacermonitor.com/view/NCMXQWQ/Bennu_Enterprises_LLC__txebke-22-41704__0001.0.pdf?mcid=tGE4TAMA
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS
                         E-mail: eric@ealpc.com

In re Mele L. Vaituulala
   Bankr. N.D. Tex. Case No. 22-42980
      Chapter 11 Petition filed December 6, 2022
         represented by: Charles Chesnutt, Esq.

In re David Michael Hernandez
   Bankr. W.D. Tex. Case No. 22-51397
      Chapter 11 Petition filed December 6, 2022
         represented by: Alma Sosa, Esq.

In re Sanderson Holdings, LLC
   Bankr. N.D. Ala. Case No. 22-02967
      Chapter 11 Petition filed December 7, 2022
         See
https://www.pacermonitor.com/view/T4PEP7Q/Sanderson_Holdings_LLC__alnbke-22-02967__0001.0.pdf?mcid=tGE4TAMA
         represented by: C. Taylor Crockett, Esq.
                         C. TAYLOR CROCKETT, P.C.
                         E-mail: taylor@taylorcrockett.com

In re Marjorie H. Sgarrella
   Bankr. C.D. Cal. Case No. 22-14577
      Chapter 11 Petition filed December 7, 2022

In re Game Court Services, LLC
   Bankr. D. Md. Case No. 22-16824
      Chapter 11 Petition filed December 7, 2022
         See
https://www.pacermonitor.com/view/BANBXOQ/Game_Court_Services_LLC__mdbke-22-16824__0001.0.pdf?mcid=tGE4TAMA
         represented by: Geri Lyons Chase, Esq.
                         LAW OFFICE OF GERI LYONS CHASE
                         E-mail: gchase@glchaselaw.com

In re QSS Management, LLC
   Bankr. D.N.J. Case No. 22-19664
      Chapter 11 Petition filed December 7, 2022
         See
https://www.pacermonitor.com/view/CDALS6Y/QSS_Management_LLC__njbke-22-19664__0001.0.pdf?mcid=tGE4TAMA
         represented by: Nancy Isaacson, Esq.
                         GREENBAUM, ROWE, SMITH & DAVIS LLP
                         E-mail: niaacson@greenbaumlaw.com

In re Trinity Legacy Consortium, LLC
   Bankr. D.N.M. Case No. 22-10973
      Chapter 11 Petition filed December 7, 2022
         See
https://www.pacermonitor.com/view/3XE6W7A/Trinity_Legacy_Consortium_LLC__nmbke-22-10973__0001.0.pdf?mcid=tGE4TAMA
         represented by: Dennis A. Banning, Esq.
                         NM FINANCIAL LAW, P.C.
                         E-mail: dab@nmfinanciallaw.com

In re David Houston Telles
   Bankr. E.D.N.Y. Case No. 22-73476
      Chapter 11 Petition filed December 7, 2022

In re R7 Lease Purchase Inc.
   Bankr. E.D. Pa. Case No. 22-13287
      Chapter 11 Petition filed December 7, 2022
         See
https://www.pacermonitor.com/view/SPKVUJY/R7_Lease_Purchase_Inc__paebke-22-13287__0001.0.pdf?mcid=tGE4TAMA
         represented by: Ellen M. McDowell, Esq.
                         MCDOWELL LAW, PC
                         E-mail: emcdowell@mcdowelllegal.com

In re Aileen Fermin Ambrosio
   Bankr. E.D. Cal. Case No. 22-23177
      Chapter 11 Petition filed December 8, 2022

In re 3 Singhs LLC
   Bankr. D. Conn. Case No. 22-50669
      Chapter 11 Petition filed December 8, 2022
         See
https://www.pacermonitor.com/view/5NXU2BA/3_Singhs_LLC__ctbke-22-50669__0001.0.pdf?mcid=tGE4TAMA
         represented by: John Kardaras, Esq.
                         JOHN KARDARAS

In re A Better Way of Life, LLC
   Bankr. D.D.C. Case No. 22-00228
      Chapter 11 Petition filed December 8, 2022
         See
https://www.pacermonitor.com/view/ACRJXZA/A_Better_Way_of_Life_LLC__dcbke-22-00228__0001.0.pdf?mcid=tGE4TAMA
         represented by: Brett Weiss, Esq.
                         THE WEISS LAW GROUP
                         E-mail: brett@BankruptcyLawMaryland.com

In re Action Property Svces. Inc.
   Bankr. S.D. Fla. Case No. 22-19389
      Chapter 11 Petition filed December 8, 2022
         See
https://www.pacermonitor.com/view/BNG3RZI/Action_Property_Svces_Inc__flsbke-22-19389__0001.0.pdf?mcid=tGE4TAMA
         represented by: Chad Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.
                         E-mail: chad@cvhlawgroup.com

In re RPVA Trucking LLC
   Bankr. D.N.J. Case No. 22-19705
      Chapter 11 Petition filed December 8, 2022
         See
https://www.pacermonitor.com/view/6QPU6FI/RPVA_Trucking_LLC__njbke-22-19705__0001.0.pdf?mcid=tGE4TAMA
         represented by: Kirsten Busch Ennis, Esq.
                         KIRSTEN B. ENNIS, LLC
                         E-mail: kirsten@ennislegal.com

In re Sameh H. Aknouk, Dental Services, P.C.
   Bankr. S.D.N.Y. Case No. 22-11651
      Chapter 11 Petition filed December 8, 2022
         See
https://www.pacermonitor.com/view/4XJUNIY/Sameh_H_Aknouk_Dental_Services__nysbke-22-11651__0001.0.pdf?mcid=tGE4TAMA
         represented by: Erica Aisner, Esq.
                         KIRBY AISNER & CURLEY LLP
                         E-mail: eaisner@kacllp.com

In re C S I Roof Removal, Inc.
   Bankr. E.D. Cal. Case No. 22-23186
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/AYVV22Q/C_S_I_Roof_Removal_Inc__caebke-22-23186__0001.0.pdf?mcid=tGE4TAMA
         represented by: Matthew J. DeCaminada, Esq.
                         STUTZ LAW OFFICE, P.C.
                         E-mail: matthew@stutzlawoffice.com

In re Arnshine & Associates, LLC
   Bankr. D. Conn. Case No. 22-30784
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/4TLHJJA/Arnshine__Associates_LLC__ctbke-22-30784__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re Melissa Ann Bailey Arizpe
   Bankr. M.D. Fla. Case No. 22-04877
      Chapter 11 Petition filed December 9, 2022
         represented by: Michael Brundage, Esq.

In re Robert Alan Colombo, Sr.
   Bankr. N.D. Ga. Case No. 22-60064
      Chapter 11 Petition filed December 9, 2022
         represented by: Michael Robl, Esq.

In re Nanda, Inc.
   Bankr. D. Md. Case No. 22-16882
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/YDCCJ3A/Nanda_Inc__mdbke-22-16882__0001.0.pdf?mcid=tGE4TAMA
         represented by: Richard B. Rosenblatt, Esq.
                         LAW OFFICES OF RICHARD B. ROSENBLATT, PC
                         E-mail: rrosenblatt@rosenblattlaw.com

In re Jorge Ernesto Alas
   Bankr. D. Nev. Case No. 22-14344
      Chapter 11 Petition filed December 9, 2022
         represented by: Michael Harker, Esq.

In re 227 Fairview LLC
   Bankr. D.N.J. Case No. 22-19722
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/IV4F4PY/227_Fairview_LLC__njbke-22-19722__0001.0.pdf?mcid=tGE4TAMA
         represented by: Stephen B. McNally, Esq.
                         MCNALLYLAW, LLC
                         E-mail: steve@mcnallylawllc.com

In re Four Shire Court Inc.
   Bankr. E.D.N.Y. Case No. 22-73496
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/ZWGSLGY/Four_Shire_Court_Inc__nyebke-22-73496__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re The High Street, Inc.
   Bankr. S.D.N.Y. Case No. 22-11655
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/2XDWNFA/The_High_Street_Inc__nysbke-22-11655__0001.0.pdf?mcid=tGE4TAMA
         represented by: Julie Curley, Esq.
                         KIRBY AISNER & CURLEY LLP
                         E-mail: jcurley@kacllp.com

In re Gae Rodke for Gae Rodke, MD FACOG PLLC
   Bankr. S.D.N.Y. Case No. 22-11657
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/ZT7MKFY/Gae_Rodke_for_Gae_Rodke_MD_FACOG__nysbke-22-11657__0001.0.pdf?mcid=tGE4TAMA
         represented by: Rachel S. Blumenfeld, Esq.
                         LAW OFFICE OF RACHEL S. BLUMENFELD PLLC
                         E-mail: rachel@blumenfeldbankruptcy.com

In re Velocious Delivery LLC
   Bankr. S.D. Tex. Case No. 22-33690
      Chapter 11 Petition filed December 9, 2022
         See
https://www.pacermonitor.com/view/XYDEISQ/Velocious_Delivery_LLC__txsbke-22-33690__0001.0.pdf?mcid=tGE4TAMA
         represented by: Samuel L. Milledge, Sr., Esq.
                         THE MILLEDGE LAW FIRM, PLLC
                         E-mail: milledge@milledgelaw.com

In re Thee Tree House, LLC
   Bankr. M.D. Fla. Case No. 22-04884
      Chapter 11 Petition filed December 11, 2022
         See
https://www.pacermonitor.com/view/3HTVJQY/Thee_Tree_House_LLC__flmbke-22-04884__0001.0.pdf?mcid=tGE4TAMA
         represented by: Leon Williamson, Esq.
                         LAW OFFICE OF LEON A. WILLIAMSON, JR.,
                         P.A.
                         E-mail: leon@lwilliamsonlaw.com

In re Sunsation Energy Solutions, Inc.
   Bankr. M.D. Fla. Case No. 22-04887
      Chapter 11 Petition filed December 12, 2022
         See
https://www.pacermonitor.com/view/FPC6CVA/Sunsation_Energy_Solutions_Inc__flmbke-22-04887__0001.0.pdf?mcid=tGE4TAMA
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: All@tampaesq.com

In re Helen's Kitchen, L.L.C.
   Bankr. D.N.J. Case No. 22-19803
      Chapter 11 Petition filed December 12, 2022
         See
https://www.pacermonitor.com/view/UWWQ5XI/Helens_Kitchen_LLC__njbke-22-19803__0001.0.pdf?mcid=tGE4TAMA
         Filed Pro Se

In re Vergara LLC
   Bankr. D.N.J. Case No. 22-19789
      Chapter 11 Petition filed December 12, 2022
         See
https://www.pacermonitor.com/view/ZBFYSJQ/Vergara_LLC__njbke-22-19789__0001.0.pdf?mcid=tGE4TAMA
         represented by: Andre L. Kydala, Esq.
                         LAW FIRM OF ANDRE L. KYDALA
                         E-mail: kydalalaw@aim.com

In re DAR Home Company LLC
   Bankr. S.D. Tex. Case No. 22-80240
      Chapter 11 Petition filed December 12, 2022
         See
https://www.pacermonitor.com/view/NZZR3EA/DAR_Home_Company_LLC__txsbke-22-80240__0001.0.pdf?mcid=tGE4TAMA
         represented by: Michael L. Hardwick, Esq.
                         MICHAEL HARDWICK LAW, PLLC
                         E-mail: michael@michaelhardwicklaw.com

In re Talen Energy Corporation
   Bankr. S.D. Tex. Case No. 22-90339
      Chapter 11 Petition filed December 12, 2022
         See
https://www.pacermonitor.com/view/CQYYDAQ/Talen_Energy_Corporation__txsbke-22-90339__0001.0.pdf?mcid=tGE4TAMA
         represented by: Gabriel A. Morgan, Esq.
                         WEIL, GOTSHAL & MANGES LLP
                         E-mail: Gabriel.Morgan@weil.com

                           - and -

                         Matthew S. Barr, Esq.
                         WEIL, GOTSHAL & MANGES LLP
                         Email: Matt.Barr@weil.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
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
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
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
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.

Copyright 2022.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

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