/raid1/www/Hosts/bankrupt/TCRLA_Public/051215.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Thursday, December 15, 2005, Vol. 6, Issue 248
Headlines
A R G E N T I N A
ALTO PALERMO: Cash Payment of Dividends to be Available Dec. 22
ARIEL SPORT: Court Designates Trustee for Liquidation
ASOCIACION ARGENTINA: Gets Court Approval for Reorganization
CASA PI-RO: Concludes Reorganization
CERCRIN S.A.: Court Orders Liquidation
COLORIN INDUSTRIA: Evaluadora Reiterates `D' Rating on Bonds
CRESUD: Shareholders OK Cash Payment of Dividends
CRIPTON: Seeks Court Approval to Reorganize
DIGITAL GRAPHIC: Initiates Bankruptcy Proceedings
FULL WORKS: Begins Liquidation
INDUSTRIAS PLASTICAS: Court Favors Creditors' Bankruptcy Motion
LE CULTIVA: Court Declares Company Bankrupt
M Y S MAIL: Judge Approves Bankruptcy
MACON S.A.: Court Grants Reorganization Plea
METROGAS: Sets New Deadline for Debt Offer
SHARK SEGURIDAD: Liquidates Assets to Pay Debts
TELEFONICA DE ARGENTINA: Proceeds to Pay Off Corporate Bonds
B R A Z I L
CEMAT: Seeks $114.5M Loan from IDB to Fund Investment Plan
ELETROPAULO METROPOLITANA: Fitch Upgrades Ratings to 'B+'
ELETROPAULO METROPOLITANA: S&P Raises Ratings to 'B+'
SAMARCO: Fitch Upgrades Ratings
TCP: To Reduce Capex for 2006, 2007
VARIG: Docas Agrees to Pay $112M for Control
* BRAZIL: Intends to Repay Early Outstanding Obligations to IMF
C A Y M A N I S L A N D S
CALLIDUS EUROPEAN: To be Placed Into Voluntary Liquidation
MILLION CLUB: Shareholder Seeks Voluntary Wind Up
GREENFIELD HOLDING: Taps Shizuo Takahashi as Liquidator
HI CAYMAN: Sets Jan. 3 as Deadline for Creditors to Submit Info
OCCAM CAPITAL: Shareholder Resolves to Liquidate
REDFIELD HOLDING: To be Wound Up Voluntarily
TEQUESTA FUND: Enters Voluntary Wind Up
TEQUESTA HUB: Appoints Joint Voluntary Liquidators for Wind Up
E L S A L V A D O R
* EL SALVADOR: World Bank Approves $100M Loan
G R E N A D A
* GRENADA: Develops Reform Program to Ensure Economic Growth
M E X I C O
BALLY TOTAL: Updates Stockholders re Plans to Turn Around Ops
BALLY TOTAL: Responds to Pardus' Proposal to Add Reps to Board
DESC: Forms Joint Venture with CIE Automotive
DESC: Signs Letter of Agreement to Sell Piston Business
P U E R T O R I C O
FIRST BANCORP: Fitch Affirms Ratings, Outlook
FIRST BANCORP: Reaches Conclusions on Key Accounting Issues
CENTENNIAL COMMUNICATIONS: Prices $550M Senior Notes Offering
CENTENNIAL COMMUNICATIONS: S&P Junks Proposed $550M Senior Notes
CENTENNIAL COMMUNICATIONS: Proposed $550m Notes Get Caa2 Rating
- - - - - - - -
=================
A R G E N T I N A
=================
ALTO PALERMO: Cash Payment of Dividends to be Available Dec. 22
---------------------------------------------------------------
Shareholders of Alto Palermo S.A. decided that from December 22,
2005, a cash payment of dividends will be available for the
total amount of ARS29,000,000.
In a letter dated December 12, 2005 filed with the Bolsa de
Comercio de Buenos Aires and the Comision Nacional de Valores,
the Company reported that during the General Meeting of
Shareholders, which took place on November 1, 2005 and was
adjourned on November 29, 2005, the shareholders resolved the
following:
As from December 22, 2005 a cash payment of dividends will be
available for the total amount of ARS29,000,000 equal to
37.1593053 % of the share capital and an amount per share of
(V$N0.10) $0.0371593053. The mentioned payments correspond to
the fiscal period ended on June 30, 2005.
Because the payment will be made to holders of registered shares
they must exhibit documentation proving the fact that they are
shareholders to the Caja de Valores S.A. located on 25 de Mayo
362, Buenos Aires, Argentina, from Monday to Friday from 10:00
a.m. to 3:00 p.m.
CONTACT: Alto Palermo S.A. (APSA)
2/F
476 Hipolito Yrigoyen
Buenos Aires
Argentina
Phone: +54 11 4344 4600
Web site: http://www.altopalermo.com.ar
ARIEL SPORT: Court Designates Trustee for Liquidation
-----------------------------------------------------
Buenos Aires accountant Roberto Jose Gaztelu was assigned
trustee for the liquidation of local company Ariel Sport S.A.,
relates Infobae.
Mr. Gaztelu will verify creditors' claims until April 17, 2006,
the source adds. After that, he will prepare the individual
reports, which are to be submitted in court on May 31, 2006. The
submission of the general report should follow on July 13, 2006.
CONTACT: Mr. Roberto Jose Gaztelu, Trustee
Uruguay 660
Buenos Aires
ASOCIACION ARGENTINA: Gets Court Approval for Reorganization
------------------------------------------------------------
Asociacion Argentina de Establemientos Geriatricos (Asoc. Civil)
will begin reorganization following the approval of its petition
by Buenos Aires' civil and commercial court. The opening of the
reorganization will allow the Company to negotiate a settlement
with its creditors in order to avoid a straight liquidation.
Mr. Osvaldo Luis Weiss will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until Feb. 23, 2006. The validated claims will
be presented in court as individual reports on April 6, 2006.
Mr. Weiss is also required by the court to submit a general
report essentially auditing the Company's accounting and
business records as well as summarizing important events
pertaining to the reorganization. The report will be presented
in court on May 19, 2006.
An Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the Company's
creditors for approval, is scheduled on Oct. 27, 2006.
CONTACT: Mr. Osvaldo Luis Weiss, Trustee
Avda. Roque Saenz Pena 651
Buenos Aires
CASA PI-RO: Concludes Reorganization
------------------------------------
The reorganization of Buenos Aires-based Casa Pi-Ro S.A. has
ended. Data revealed by Infobae on its Web site indicated that
the process was concluded after a Buenos Aires court homologated
the debt agreement signed between the Company and its creditors.
CERCRIN S.A.: Court Orders Liquidation
--------------------------------------
Cercrin S.A. prepares to wind-up its operations following the
bankruptcy pronouncement issued by a Buenos Aires court. The
declaration effectively prohibits the company from administering
its assets, control of which will be transferred to a court-
appointed trustee.
Infobae reports that the court appointed Ms. Ana Maria Lopez as
trustee. Ms. Lopez will be reviewing creditors' proofs of claim
until Feb. 24, 2006. The verified claims will serve as basis for
the individual reports to be presented for court approval on
April 7, 2006. The trustee will also submit a general report of
the case on May 24, 2006.
CONTACT: Ms. Ana Maria Lopez, Trustee
San Martin 662
Buenos Aires
COLORIN INDUSTRIA: Evaluadora Reiterates `D' Rating on Bonds
------------------------------------------------------------
Evaluadora Latinoamericana S.A. Calificadora de Riesgo
reaffirmed its 'D' rating on US$47 million worth of bonds issued
by Colorin Industria de Materiales Sintet.
According to Argentina's securities regulator, the CNV, the
affected bonds described as "Obligaciones Negociables" will
mature on March 31, 2006.
A 'D' rating is issued to bonds that are in default, said the
ratings agency. Evaluadora's rating action is based on Colorin's
Financial Position as of Sep. 30, 2005
CONTACT: Colorin Industria de Materiales Sinteticos S.A.
Av del Libertador 7400
Buenos Aires
CRESUD: Shareholders OK Cash Payment of Dividends
-------------------------------------------------
Shareholders of Cresud S.A.C.I.F. y A decided during the general
meeting that a cash payment of dividends will be available for
the total amount of $10,000,000.
In a letter sent to the Bolsa de Comercio de Buenos Aires and
the Comision Nacional de Valores on December 12, 2005 the
Company reported that during the General Meeting, which took
place on November 1, 2005 and was adjourned on November 29,
2005, the shareholders resolved the following:
As from December 22, 2005 a cash payment of dividends will be
available for the total amount of $10,000,000.- (ten million
Argentine pesos), equal to 5.913727107 % of the share capital
and an amount per share of (V$N 1) $0.0591372711. The mentioned
payments correspond to the fiscal period ended on June 30, 2005.
Because the payment will be made to holders of registered
shares, they must exhibit documentation proving the fact that
they are shareholders to the Caja de Valores S.A. located on 25
de Mayo 362, Buenos Aires, Argentina, from Monday to Friday from
10:00 a.m. to 3:00 p.m.
CONTACT: Cresud S.A.C.I.F. y A.
Gabriel Blasi -- CFO
Phone: 011-54-11-4323-7449
E-mail: finanzas@cresud.com.ar
URL: http://www.cresud.com.ar
CRIPTON: Seeks Court Approval to Reorganize
-------------------------------------------
Cripton, a company operating in Buenos Aires, has requested for
reorganization after failing to pay its liabilities since Oct.
23.
The reorganization petition, once approved by the court, will
allow the Company to negotiate a settlement with its creditors
in order to avoid a straight liquidation.
The case is pending before Court No. 20. Clerk No. 39 assists on
this case.
CONTACT: Cripton
Mom 2134/36
Buenos Aires
DIGITAL GRAPHIC: Initiates Bankruptcy Proceedings
-------------------------------------------------
Buenos Aires' civil and commercial court declared Digital
Graphic S.A. "Quiebra," reports Infobae.
Mr. Roberto Jorge Massacane, who has been appointed as trustee,
will verify creditors' claims until Feb. 28, 2006 and then
prepare the individual reports based on the results of the
verification process.
The individual reports will then be submitted to court on April
11, 2006, followed by the general report on May 23, 2006.
CONTACT: Mr. Roberto Jorge Massacane, Trustee
Pte Roque Saenz Pena 846
Buenos Aires
FULL WORKS: Begins Liquidation
------------------------------
Full Works S.R.L. of Buenos Aires will begin liquidating its
assets after city's civil and commercial court declared the
Company bankrupt. Infobae reveals that the bankruptcy process
will commence under the supervision of court-appointed trustee,
Mr. Norberto Jose Perrone.
The trustee will review claims forwarded by the Company's
creditors until March 6, 2006. After claims verification, Mr.
Perrone will submit the individual reports for court approval on
April 21, 2006. The general report will follow on June 6, 2006.
CONTACT: Full Works S.R.L.
Gorriti 5729
Buenos Aires
Mr. Norberto Jose Perrone, Trustee
Constitucion 2894
Buenos Aires
INDUSTRIAS PLASTICAS: Court Favors Creditors' Bankruptcy Motion
---------------------------------------------------------------
Court No. 7 of Buenos Aires' civil and commercial tribunal
declared plastic industry Industrias Plasticas Femar S.R.L.
bankrupt, says La Nacion. The ruling comes in approval of the
petition filed by the Company's creditor, Obra Social del
Personal de la Industria del Plastico, for nonpayment of
$4,753.54 in debt.
Trustee Eduardo Zalutsky will examine and authenticate
creditors' claims until Feb. 27, 2006. This is done to determine
the nature and amount of the Company's debts. Creditors must
have their claims authenticated by the trustee by the said date
in order to qualify for the payments that will be made after the
Company's assets are liquidated.
Clerk No. 14 assists the court on the case, which will conclude
with the liquidation of the Company's assets.
CONTACT: Industrias Plasticas Femar S.R.L.
Reconquista 617
Buenos Aires
Mr. Eduardo Zalutsky, Trustee
Lavalle 1523
Buenos Aires
LE CULTIVA: Court Declares Company Bankrupt
-------------------------------------------
Court No. 6 of Buenos Aires' civil and commercial tribunal
declared local company Le Cultiva S.R.L. "Quiebra", relates La
Nacion. The court approved the bankruptcy petition filed by Mr.
Omar Poch, whom the Company has debts amounting to $2,538.
The Company will undergo the bankruptcy process with Mr. Guido
Salvadori as trustee. Creditors are required to present proof of
their claims to Mr. Salvadori for verification before March 22,
2006. Creditors who fail to submit the required documents by the
said date will not qualify for any post-liquidation
distributions.
Clerk No. 11 assists the court on the case.
CONTACT: Le Cultiva S.R.L.
Esmeralda 1066
Buenos Aires
Mr. Guido Salvadori, Trustee
Junin 55
Buenos Aires
M Y S MAIL: Judge Approves Bankruptcy
-------------------------------------
M Y S Mail y Support S.A. was declared bankrupt after Court No.
6 of Buenos Aires' civil and commercial tribunal endorsed the
petition of Mr. Arturo Dorrego for the Company's liquidation.
Argentine daily La Nacion reports that Mr. Dorrego has claims
totaling $3,935.99 against M Y S Mail y Support S.A.
The court assigned Ms. Lilian Rey to supervise the liquidation
process as trustee. Ms. Rey will validate creditors' proofs of
claim until March 7, 2006.
The city's Clerk No. 12 assists the court in resolving this
case.
CONTACT: M Y S Mail y Support S.A.
Av. Rivadavia 2450
Buenos Aires
Ms. Lilian Rey, Trustee
Avenida Presidente Roque Saenz Pena 651
Buenos Aires
MACON S.A.: Court Grants Reorganization Plea
--------------------------------------------
Macon S.A. successfully petitioned for reorganization after La
Plata's civil and commercial court issued a resolution opening
the Company's insolvency proceedings.
Under insolvency protection, the Company will continue to manage
its assets subject to certain conditions imposed by Argentine
law and the oversight of a court-appointed trustee.
Infobae relates that Mr. Jorge Emilio Parle will serve as
trustee during the course of the reorganization. The trustee
will be accepting creditors' proofs of claim for verification
until March 15, 2006.
After verifications, the trustee will prepare the individual
reports and submit it in court on May 30, 2006. He will also
present a general report for court review on July 6, 2006.
The Company will endorse the settlement proposal, drafted from
the submitted claims, for approval by the creditors during the
informative assembly scheduled on Nov. 8, 2006.
CONTACT: Macon S.A.
Ruta 210
Km. 54,500 Domselar (Partido de San Vicente)
Mr. Jorge Emilio Parle, Trustee
Plaza Paso 92
La Plata
METROGAS: Sets New Deadline for Debt Offer
------------------------------------------
Natural gas distributor Metrogas has extended to Dec. 20 the
deadline for creditors to accept its US$436.9 million debt
restructuring offer, reports Dow Jones Newswires.
Under the terms of the out-of-court debt restructuring (Acuerdo
Preventivo Extrajudicial - APE) that Metrogas is pursuing, two-
thirds agreement from creditors allows it to submit its offer
for legal approval, which then makes the repayment terms binding
for all creditors.
In a filing to the local stock exchange, Metrogas revealed it
had agreement from bondholders representing US$305 million in
debt as of Dec. 12, the original deadline for the offer launched
in early November. This is 69.8% approval, putting the company
over the two-thirds threshold.
But Metrogas was expecting a further US$31 million to be
tendered by bondholders that didn't complete a series of
technical procedures before the deadline. Adding the US$31
million would bring Metrogas' agreement rate to 76.9%.
The gas distributor stopped paying out on its obligations in
March 2002 and launched a debt offer in November 2003, only to
see the deal wallow in acceptance rates near 20% as creditors
held out for better terms. Eventually, Metrogas crafted a new
offer.
Its current proposal comprises three options:
- Cash option: up to $160 million (at a purchase price of $750
per $1,000 in principal);
- Series I Exchange Option: U.S. dollar-denominated,
aggregating 100% of the principal amount to be exchanged,
with final maturity in 2014, semiannual amortization
starting in June 2010, and 8% interest rate for years one to
six, and 9% after that; or
- Series II Exchange Option: Denominated in U.S. dollars,
Euros, and at the option of certain holders in Argentine
pesos, aggregating 105% of the principal amount to be
exchanged, with final maturity in 2014, semiannual
amortization starting in June 2012, and step-up interest
rate starting at 3% up to 8% in the eighth year for the
obligations denominated in dollars or Argentine pesos, and
at a market equivalent for the Euro-denominated obligations.
Last week, Metrogas announced that its majority shareholder has
reached a debt-for-equity swap with its own creditors. The gas
distributor is owned by a consortium named Gas Argentino SA,
which was formerly controlled by BG Group PLC (BRG) and Repsol-
YPF (REP). Under the terms of the debt-for-equity deal,
investment fund Ashmore International Utilities will take a 30%
stake in Gas Argentino. Ashmore and another investment group,
Marathon Funds, will also take direct stakes in Metrogas.
Metrogas is Argentina's largest natural gas distributor serving
about 1.9 million customers through a 35-year exclusive
concession to distribute natural gas in the Buenos Aires
metropolitan region, Argentina's most densely populated area.
CONTACT: METROGAS, S.A.
Gregorio Araoz de Lamadrid 1360
Buenos Aires
Argentina
CPA C 1267
Phone: +54 11 4309 1010
Fax: +54 11 4309 1025
Web site: http://www.metrogas.com.ar
SHARK SEGURIDAD: Liquidates Assets to Pay Debts
-----------------------------------------------
Shark Seguridad S.R.L. will begin liquidating its assets
following the pronouncement of a Buenos Aires court that the
Company is bankrupt, Infobae reports.
The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Roque Alberto Pepe. The trustee
will verify creditors' proofs of claim until April 3, 2006. The
validated claims will be presented in court as individual
reports on May 16, 2006.
Mr. Pepe will also submit a general report, containing a summary
of the Company's financial status as well as relevant events
pertaining to the bankruptcy, on June 29, 2006.
The bankruptcy process will end with the disposal of the
Company's assets in favor of its creditors.
CONTACT: Mr. Roque Alberto Pepe, Trustee
Argentina 5785
Buenos Aires
TELEFONICA DE ARGENTINA: Proceeds to Pay Off Corporate Bonds
------------------------------------------------------------
Telefonica de Argentina S.A. proceeded to pay off its corporate
bonds. In a letter sent to the Bolsa de Comercio de Buenos Aires
on December 6, 2005, the Company wrote:
I take this opportunity to write to you on behalf of Telefonica
de Argentina S.A., domiciled at Avenida Ingeniero Huergo 723,
ground floor, in order to inform that on November 30, 2005, the
Company proceeded to pay off its corporate bonds as follows:
Class 3 Fixed Rate Series Coupon 8% due in February 2006, Par
Value $4,885,904.
Likewise, on December 5, 2005 said corporate bonds were paid
off. Therefore the remaining outstanding amount is Par Value
$155,632,348.
CONTACT: Telefonica de Argentina S.A.
Avenida Ingeniero Huergo 723
Buenos Aires, Argentina
Phone: 5411 4332-2066
Web site: http://www.telefonica.com.ar
===========
B R A Z I L
===========
CEMAT: Seeks $114.5M Loan from IDB to Fund Investment Plan
----------------------------------------------------------
Power company Cemat wants to borrow US$114.5 million from the
Inter-American Development Bank (IDB) to finance part of its
2005-2007 US$350.8-million investment plan, reports Business
News Americas.
Cemat plans to expand its transmission system in the center-west
state of Mato Grosso and strengthen the link to Brazil's
national grid network to allow it to switch off 16 of its 32
diesel-fired power generation plants to comply with Brazilian
legislation and reduce spending on fuel.
The plan also includes improvements in power distribution
quality, which involve the replacement of part of its
distribution network and the connection of 62,000 rural homes
under the federal government's Light for All program.
Cemat recently obtained the board's approval to borrow US$120
million from the IDB and other banks. The authorization was for
a 9-year, US$75mn loan from the IDB and the rest in the form of
a six-year loan from a pool of private banks coordinated by the
development bank.
ELETROPAULO METROPOLITANA: Fitch Upgrades Ratings to 'B+'
---------------------------------------------------------
Fitch Ratings has upgraded the international local and foreign
currency ratings, and the five-year bond issuance rating of
US$200 million of Eletropaulo Metropolitana Eletricidade de Sao
Paulo S.A. (Eletropaulo) to 'B+' from 'B'. The long-term
national scale corporate rating and the rating of the eighth
debenture issuance are also upgraded to 'BBB(bra)' from
'BB+(bra)'. Concurrently, Fitch assigns the long-term national
scale rating of 'BBB(bra)' to the ninth issuance of debentures,
for a total value of R$250 million. A minimum of 90% of the
resources from the issuance will be used for prepayment of debts
renegotiated in 2004 and the balance will be used to adjust the
swaps related to dollar-denominated debt that will be prepaid.
Fitch revises the Rating Outlook to Stable from Positive for all
ratings.
The upgrade reflects the company's improving credit-protection
measures, which should strengthen over the next year, supported
by projected growth in operating income and cash flow and the
expected reduction in annual debt service. Eletropaulo should
also benefit from the improved outlook for the Brazilian
regulatory environment. While regulatory risk remains an ongoing
credit concern, the approval last year of the new electric
energy industry model is positive and provides some certainty
with respect to the direction of the sector.
Eletropaulo has made significant strides in improving its
capital structure following its debt re-profiling in May 2004.
The company has reduced its exposure to foreign currency through
the re-profiling, when it converted 70% of that debt to reais
and, afterwards, issued in June 2005 an international bond in
reais of R$474 million with a five-year maturity and a local
debenture in September 2005 in the amount of R$800 million. A
new proposed R$250 million, eight-year debenture should further
this strategy, resulting in a total debt composition that better
protects Eletropaulo from exchange rate fluctuations and
benefits the company in terms of debt cost and maturity. The
company is expected to continue issuing debt to refinance
upcoming maturities and maintain a debt-to-EBITDA ratio between
2.5x and 3.0x. These issuances will be supported by the
company's improving credit quality as well as continued
strengthening in the Brazilian economic environment.
Eletropaulo has reported credit protection measures that are
strong for the rating category. Through the third quarter of
2005, Eletropaulo reported net revenues of R$6.3 billion, up 17%
from R$5.4 billion through September 2004. Despite increased
revenues, reported EBITDA was lower, reflecting increased
operating expenses mainly due to extraordinary and nonrecurring
provisions (an allowance for doubtful debts of R$346.4 million
based on an agreement signed with the Municipal Government of
Sao Paulo) and a 10% raise in cost of energy purchased due to an
increase in energy supplied by AES Tiete and payment of
PIS/Cofins taxes. The company reported unadjusted EBITDA of
R$839.8 million through September 2005 and R$993.7 million
through September 2004.
Fitch has adjusted Eletropaulo's EBITDA to reach a more
meaningful figure that provides a better indication of cash
generation. In the first nine months of 2005 the adjustments
include the positive adjustments for RTE (regulatory asset
amortization) of R$251.3 million, interest on Fundacao CESP debt
of R$40.7 million, which is also added to interest expense, and
the addition of the non-cash provision of R$330.5 million. A
negative adjustment is the PIS provision reversal of R$72
million, resulting in an adjusted EBITDA figure of R$1.4
billion. The LTM adjusted EBITDA (R$1.8 billion) covered
interest expense of R$517.8 million by 3.5 times (x) through
September 2005, compared to 3.2x in 2004. Revenues and adjusted
EBITDA were positively affected by average tariff increases of
18.6% in July 2004 and 2.1% in July 2005, although the exit of
the denominated free clients caused a reduction in sales in
terms of energy sold (2.8%). Coverage ratios are expected to
improve continued economic and electricity demand growth, annual
tariff adjustments, and longer term as debt amortizes.
The ninth issuance of debentures, totaling BRL250 million, will
be in a single series. The nonconvertible nonpreferred
(chirograph) debentures have a term of eight years from the
issue date of Dec. 20, 2005. Amortization of the operation will
take place in three installments on Dec. 20, from 2011 to 2013.
The remunerative interest, based on the accumulated variation of
the one-day Inter-financial Deposits (DI rate) plus 2.5% a year,
will be paid every six months with the first payment on June 20,
2006.
Eletropaulo is the largest electricity distributor in Latin
America in terms of revenues. Eletropaulo essentially operates
as natural monopoly for the distribution of electricity in its
concession area. The company has a 30-year exclusive concession
(beginning in 1998) to distribute electricity to a service
territory that includes 5.3 million customers in 24
municipalities in the greater Sao Paulo metropolitan area.
CONTACT: Jason Todd +1-312-368-3217, Chicago
Mauro Storino + 5521-4503-2625, Rio de Janeiro
MEDIA RELATIONS: Christopher Kimble, New York
Tel: +1 212-908-0226
ELETROPAULO METROPOLITANA: S&P Raises Ratings to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services has raised to 'B+' from 'B'
the local and foreign currency corporate credit ratings assigned
to Brazilian electric utility Eletropaulo Metropolitana
Eletricidade de Sao Paulo S.A. and its US$200 million senior
unsecured and unsubordinated euro bonds. The corporate credit
rating assigned in the Brazil national scale was also raised to
'brBBB' from 'brBB+'. The outlook is stable.
The rating action reflects Eletropaulo's improvement in cash
flow protection measures and its quick return to the credit
markets, domestically and internationally.
"The company's creditworthiness enhancement during 2005 was
faster than we had anticipated in our projections," said
Standard & Poor's credit analyst Marcelo Costa.
The credit enhancement was mostly evidenced by the full
placement of a Brazilian real (BrR)-linked, US$200 million euro
bond in June 2005 and a BrR800 million local debenture in
September, both due in 2010. Considering that Eletropaulo has
been posting adequate--and increasing--cash generation since
2004, positively comparing with other companies in its rating
category, credit access was the main factor limiting
Eletropaulo's ratings.
By issuing the international bonds and the local debentures,
Eletropaulo showed an ability to access the credit markets, thus
reducing its cost of debt, extending future amortization
profile, and materially shrinking its exposure to foreign
currency denominated debts.
The stable outlook on Eletropaulo's ratings reflects Standard &
Poor's expectation that the company will continue to present
adequate performance that results in fairly favorable credit
metrics for the rating category: continuing extending future
amortization profile, EBITDA margin around 18%, minimum FFO to
interest coverage of 2.0x, FFO to total debt higher than 15%.
A positive outlook might be considered if, even considering the
significant future dividends upstream prospects, Eletropaulo's
financial performance keeps highly comfortable. Conversely, the
ratings would come under downward pressure (negative outlook or
downgrade to 'B') if the contribution to upstream dividends to
Brasiliana weakens Eletropaulo's cash flow protection measures
(lower than those indicators above) and overall financial
standpoint, meaning high leverage and worse debt amortization
profile. Also, if the level of past due accounts continues to
increase, or the company faces soaring deferred regulatory
costs, which would affect free cash flow and, ultimately,
raising the total debt.
Primary Credit Analyst: Marcelo Costa, Sao Paulo
(55) 11-5501-8955; marcelo_costa@standardandpoors.com
Secondary Credit Analyst: Juliana Gallo, Sao Paulo
(55) 11-5501-8948; juliana_gallo@standardandpoors.com
SAMARCO: Fitch Upgrades Ratings
-------------------------------
Fitch Ratings has upgraded the foreign currency rating of
Samarco Mineracao S. A. (Samarco) to 'BB' from 'BB-'. The Rating
Outlook remains Positive. Fitch has also upgraded Samarco's
local currency rating to 'BBB' and Rating Outlook Stable from
'BBB-' as well as the company's national scale rating to
'AA+'(bra), Rating Outlook Stable from 'AA'(bra).
These upgrades are the result of an improvement in Samarco's
credit profile, the favorable outlook for the iron ore industry
over the intermediate term, and the company's solid ownership
structure. As of Sept. 30, 2005, the Samarco's credit ratios
were strong with leverage, as measured by total debt to
operating EBITDA, of 0.3 times (x), compared with 0.6x, and 0.8x
in 2004 and in 2003, respectively. In 2005, Samarco is expected
to generate operating EBITDA of approximately $700 million and
to end the year with total debt of about $200 million. Credit
ratios are healthy for the rating category and reflect Samarco's
free cash flow generation as a result of an 86% increase in iron
ore pellet prices in 2005 and a 19% increase in 2004, as well as
steady debt reduction.
Over the next two years, Samarco plans to construct a second
pipeline, with a capacity of 7.5 million tons, and a third
pelletizing plant, which is due to begin operations in early
2008. Credit ratios are expected to remain strong, as about one-
half of the $1.2 billion investment will be funded with free
cash flow. As a result of the expansion plans, Samarco is
expected to have total debt at the peak of the investment
project in 2007 of about US$750 million. Due to constraints in
mining and logistics and continued strong demand by China for
imported iron ore, pellet prices are expected to remain high in
2006 and 2007 compared with historical levels. As a result of
such industry conditions, Fitch expects Samarco to generate
operating EBITDA in 2006 and 2007 of at least $700 million.
Thus, the company would maintain throughout the capacity
expansion period a total debt to operating EBITDA ratio of about
1.0x.
Fitch's upgrade of Samarco's foreign currency rating above the
'BB-' rating of the Brazilian government reflects the company's
strong ownership profile. Companhia Vale do Rio Doce (CVRD), the
world's largest iron ore producer and exporter, jointly controls
Samarco with BHP Billiton Ltd. (BHP Billiton) in Brazil. CVRD's
foreign currency rating is also 'BB', Rating Outlook Positive.
CVRD, dominates the iron ore industry, along with BHP Billiton
and Rio Tinto. Fitch believes Samarco's two shareholders, with
combined operating EBITDA in 2005 of more than $15 billion,
would support Samarco in the event of a sovereign-related
liquidity crisis. Historically, shareholders have allowed
Samarco to adjust dividends payments in accordance with the
company's cash needs. In addition, Samarco exports essentially
all of its production and therefore generates significant U.S.-
dollar denominated revenue of about $1.0 billion in 2005.
Exports sales, which can be captured offshore for a limited
period of approximately 180 days, should be able to cover future
debt service by a multiple more than 2.0x.
The ratings for Samarco are further supported by the company's
low-cost production capability due, in part, to the ownership of
a slurry pipeline that is used to transport iron ore concentrate
from Samarco's mines to its pelletizing plants near its Atlantic
port facility. This pipeline eliminates the need for higher cost
transportation by railroad. Samarco's ratings also incorporate
the potential volatility of its revenue stream, primarily due to
the company's exposure to conditions in the world steel industry
and its location in Brazil, which limits its financial
flexibility and exposes the company to sovereign risks. Relative
to the major iron ore producers, the company lacks diversity in
its product mix. During troughs in the industry cycle, pellets
become susceptible to the supplies of substitute products such
as steel scrap and lower grade iron ore.
Samarco mines relatively low-grade itabirite iron ore in the
State of Minas Gerais in southeastern Brazil. Iron ore is
processed into concentrate and transported from Samarco's mines
via a 396-km slurry pipeline to the company's pelletizing plants
near its Atlantic port facility. The concentrate is then
processed into pellets and pellet feed. Iron ore pellets are a
high-margin product used in the blast furnace and minimill
segments of the steel production market. Essentially all of
Samarco's pellet and pellet feed sales of 16.3 million natural
metric tons in 2004 were exported to Asia (50%), the Middle
East/Africa (22%), Europe (20%), and North and South America
(8%). In 2004, Samarco captured a 30% share of the Brazilian
pellet export market of 46.2 million tons and a 17% share of the
global seaborne iron ore pellet trade of approximately 81.2
million tons.
CONTACT: Anita Saha, CFA +1-312-368-3179, Chicago
Joe Bormann, CFA +1-312-368-3349, Chicago
Ricardo Carvalho +55-21-4503-2600, Rio de Janeiro
MEDIA RELATIONS: Christopher Kimble, New York
Tel: +1 212-908-0226
TCP: To Reduce Capex for 2006, 2007
-----------------------------------
Telesp Celular Participacoes SA (TCP) will cut its capital
expenditure in 2006 and 2007, Dow Jones Newswires reports,
citing a company filing with the U.S. Securities and Exchange
Commission.
Telesp's capex should peak at BRR1.01 billion this year, up from
BRR721 million in 2004, as competition in Brazil's mobile market
has forced the company to boost investment in network equipment.
However, the Company aims to reduce capex, roughly equivalent to
new investment, to BRL891 million ($1=BRR2.259) in 2006 and
BRR674 million in 2007, before a slight planned upswing to
BRR694 million in 2008.
Telesp is controlled by Vivo, a joint venture of Telefonica
Moviles SA (TEM) and Portugal Telecom SA (PT). Telesp is
currently being merged with the other four Brazilian operators
under the Vivo brand, and expects the process to be completed by
February.
After the merger, the new combined Telesp will be listed on the
New York Stock Exchange and the Sao Paulo Stock Exchange.
CONTACT: Telesp Celular Participacoes S.A.
Charles Allen
Head of Investor Relations
Phone: 55-11-5105-1172
E-mail: ir@vivo.com.br
VARIG: Docas Agrees to Pay $112M for Control
--------------------------------------------
Docas Investimentos SA, a conglomerate controlled by
multimillionaire businessman Nelson Tanure, has agreed to take
over the administration of embattled Brazilian airline Varig in
a deal worth US$112 million.
Under the deal, Docas will pay US$100 million to buy a 25% stake
in Fundacao Rubem Berta (FRB), Varig's controlling shareholder.
The investment firm will pay a further US$12 million to rent
another 42% stake in FRB for a period of 10 years. FRB, which
has a majority 87% stake in Varig, was managed on behalf of
Varig's employees.
Docas now faces the challenge of restructuring a company that is
weighed down by approximately BRL7.7 billion ($3.4 billion) of
debt and has been slowly disintegrating over the last year.
"Something radical needs to be done, otherwise the company will
continue in a downward spiral of debt and lost market share,"
said Pedro Galdi, an analyst at ABN Amro bank in Brazil.
But it is very unlikely that Tanure will make the major cash
injections that most analysts believe are necessary, and it
appears the government is unwilling to help him out by
discussing their massive mutual debts, analysts said.
"Without the government negotiating their debt with Varig as
part of the deal, there is little chance of a meaningful
resolution," said Elaine de la Rocque, of Rio de Janeiro-based
brokerage BES Securities.
The government owes Varig approximately BRL3 billion in tax
credits, but it is also a major creditor, with Varig owing the
government more than BRL4 billion.
However, Brazil's Vice President Jose Alencar said Tuesday
morning the government would not interfere in the Varig
restructuring process.
Docas will present its plan at a meeting of Varig creditors on
Dec. 19, Paulo Marinho, Docas' financial director, said Monday.
At the meeting, Docas will also present a proposal to the
National Development Bank, or BNDES, to buy Varig's profitable
cargo and maintenance subsidies for US$139 million, Marinho
added.
In November, Varig had agreed to sell these assets to a
consortium led by Portuguese airline TAP (TAP.YY) for $62
million in a move to avoid the repossession of a number of its
jets in the U.S.. However, Varig had a get out clause if a
better deal came along.
* BRAZIL: Intends to Repay Early Outstanding Obligations to IMF
---------------------------------------------------------------
On December 13, 2005, Brazil announced its intention to make an
early repayment of its entire outstanding obligations to the
International Monetary Fund (IMF) amounting to SDR 10.79 billion
(about US$15.46 billion). The outstanding obligations of Brazil
had been contracted under the Stand-By Arrangement that was
approved by the Executive Board on September 6, 2002 and
extended and augmented on December 12, 2003.
Mr. Rodrigo de Rato, the Managing Director of the IMF, said, "I
very much welcome Brazil's decision to repay its outstanding
obligations to the Fund. This decision reflects the growing
strength of Brazil's external position, especially continuing
substantial trade and current account surpluses and strong
capital inflows that have greatly boosted reserves and reduced
external debt. More fundamentally, the excellent track record of
policy management by the Brazilian authorities has provided the
basis for the consolidation of market confidence, the sustained
improvement of macroeconomic performance, and an improvement in
the profile of domestic as well as external debt.
"The Fund looks forward to continuing a close and constructive
relationship with the Brazilian authorities, including in key
areas such as public investment" Mr. de Rato added.
Total drawings by Brazil under the Stand-By Arrangement were
equivalent to SDR 17.20 billion (about US$24.65 billion), out of
a total of SDR 27.4 billion (about US$39.23 billion) that were
made available. Under the original schedule, the final repayment
of outstanding loans from the IMF would have taken place in
2007.
On July 22, 2005, the Brazilian authorities repaid early the
outstanding Supplemental Reserve Facility (SRF) obligations to
the IMF amounting to SDR 3.42 billion (about US$4.91 billion-see
Press Release No. 05/164).
The Executive Board met on December 7, 2005 to consider Brazil's
performance since the end of its program, and a summary of that
discussion will be issued shortly. The next Article IV
consultation is expected to take place in March 2006.
CONTACT: International Monetary Fund - IMF
External Relations Department
Public Affairs
Phone: 202-623-7300
Fax: 202-623-6278
Media Relations
Phone: 202-623-7100
Fax: 202-623-6772
===========================
C A Y M A N I S L A N D S
===========================
CALLIDUS EUROPEAN: To be Placed Into Voluntary Liquidation
----------------------------------------------------------
CALLIDUS EUROPEAN EQUITY TRADING (USD) LIMITED
(In Voluntary Liquidation)
(The "Company")
The Companies Law (2004 Revision)
Take notice that the following special resolutions were passed
by the shareholder of this Company on 16th November 2005.
THAT the Company be placed into voluntary liquidation forthwith;
and THAT Ian Wight and Stuart Sybersma of Deloitte be appointed
liquidators.
Creditors of the Company are to prove their debts or claims on
or before 12th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: STUART SYBERSMA
Joint Voluntary Liquidator
Contact for enquiries: Nicole Ebanks, Deloitte
P.O. Box 1787 GT, Grand Cayman
Cayman Islands
Telephone: (345) 949 7500
Facsimile: (345) 949 8258
MILLION CLUB: Shareholder Seeks Voluntary Wind Up
-------------------------------------------------
MILLION CLUB CORPORATION
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholder
of the above-named Company at an extraordinary general meeting
of the shareholder held on 22nd November 2005.
THAT the Company be voluntarily wound up and that Cereita
Lawrence and Scott Aitken be and are hereby appointed as
liquidators of the Company for the purpose of winding up the
Company.
Creditors of this company are to prove their debts or claims on
or before the 12th January 2006 and to establish any title they
may have under the Companies Law (2004 Revision), or to be
excluded from the benefit of any distribution made before the
debts are proved or from objecting to the distribution.
CONTACT: CEREITA LAWRENCE and SCOTT AITKEN
Joint Voluntary Liquidators
Contact for enquiries: Cereita Lawrence
Telephone: (345) 949-7755
Facsimile: (345) 949-7634
P.O. Box 1109GT, Grand Cayman
Cayman Islands
GREENFIELD HOLDING: Taps Shizuo Takahashi as Liquidator
-------------------------------------------------------
GREENFIELD HOLDING COMPANY LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by unanimous written
resolution of the shareholders of this Company on 24th November
2005.
RESOLVED that the Company be voluntarily wound up and that
Shizuo Takahashi of Mitsui O.S.K. Lines, Ltd., of 1-1, Toranomon
2-Chome, Minato-ku, Tokyo 105-8688, Japan, be appointed
liquidator of the Company for that purpose.
Creditors of this Company are to prove their debts and claims
and to establish any title they may have under the Companies Law
(2004 Revision) on or before 26th January 2005, be excluded from
the benefit of any distribution made before the debts are proved
or from objecting to the distribution.
CONTACT: SHIZUO TAKAHASHI
Mitsui O.S.K. Lines, Ltd.
The address of the Liquidator is:
1-1, Toranomon 2-Chome, Minato-ku
Tokyo 105-8688, Japan
HI CAYMAN: Sets Jan. 3 as Deadline for Creditors to Submit Info
---------------------------------------------------------------
HI CAYMAN GP LTD.
(In Voluntary Winding Up)
The Companies Law (2004 Revision)
NOTICE IS HEREBY GIVEN that the creditors f the above named
Company which is being wound up voluntarily are required on or
before 3rd January 2006 to send in their names and addresses and
the particulars of their debts or claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned,
the attorneys-at-law for the liquidator of the said Company and
if so required by notice in writing from the said liquidator
either by their attorneys-at-law or personally to come in and
prove the said debts or claims at such time and place as shall
be specified in such notice or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
CONTACT: DAVID W. KNICKEL
Voluntary Liquidator
c/o Stuarts Walker Hersant, Attorneys-at-law
P.O. Box 2510GT, Cayman Financial Centre
36A Dr. Roy's Drive, George Town
Grand Cayman, Cayman Islands
OCCAM CAPITAL: Shareholder Resolves to Liquidate
------------------------------------------------
Occam Capital Trading, Ltd.
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE THAT the following resolution was passed by the
shareholder of Occam Capital Trading, Ltd. by unanimous written
resolution dated November 2, 2005.
RESOLVED that the Company be voluntarily wound up and Chad
Leavitt be appointed as the Liquidator to act for the purposes
of such winding up.
NOTICE IS HEREBY GIVEN that the creditors of Company, which is
being wound up voluntarily, are required within 30 days of this
notice, to send in their names and addresses and the particulars
of their debts and claims and the names and addresses of their
attorneys-at-law (if any) to the undersigned. In default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.
Date of Publication: November 21, 2005
CONTACT: Mr. Chad Leavitt, Voluntary Liquidator
640 Plaza Drive, Suite 340
Highlands Ranch, CO, 80129
Or
Ian Gobin
Walkers, PO Box 265 GT
Walker House, Mary Street
George Town, Grand Cayman, Cayman Islands
Telephone: (345) 814-4604
Facsimile: (345) 949-7886
REDFIELD HOLDING: To be Wound Up Voluntarily
--------------------------------------------
Redfield Holding Company Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following Special Resolution was passed by unanimous written
resolution of the shareholders of this Company on November 24,
2005.
RESOLVED that the Company be voluntarily wound up and that
Shizuo Takahashi of Mitsui O.S.K. Lines, Ltd., of 1-1, Toranomon
2-Chome, Minato-ku, Tokyo 105-8688, Japan, be appointed
liquidator of the Company for that purpose.
Creditors of the Company are to prove their debts and claims and
to establish any title they may have under the Companies Law
(2004 Revision) on or before January 26, 2005, be excluded from
the benefit of any distribution made before the debts are proved
or from objecting to the distribution.
CONTACT: Mr. Shizuo Takahashi, Liquidator
Mitsui O.S.K. Lines, Ltd.
1-1, Toranomon 2-Chome, Minato-ku
Tokyo 105-8688, Japan
TEQUESTA FUND: Enters Voluntary Wind Up
---------------------------------------
Tequesta Fund Ltd.
(In Voluntary Liquidation)
Companies Law (As Amended)
TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated November
17, 2005:
RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands be appointed as
joint liquidators to act for the purposes of such winding up.
NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.
Date of Publication: November 22, 2005
CONTACT: John Cullinane and Derrie Boggess
Joint Voluntary Liquidators
c/o Walkers SPV Limited
Walker House, P.O. Box 908
George Town, Grand Cayman
Telephone: (345) 914-6305
TEQUESTA HUB: Appoints Joint Voluntary Liquidators for Wind Up
--------------------------------------------------------------
Tequesta Hub Fund Ltd.
(In Voluntary Liquidation)
Companies Law (As Amended)
TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated November
17, 2005:
RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.
NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.
Date of Publication: November 22, 2005
CONTACT: John Cullinane and Derrie Boggess
Joint Voluntary Liquidators
c/o Walkers SPV Limited
Walker House, P.O. Box 908
George Town, Grand Cayman
Telephone: (345) 914-6305
=====================
E L S A L V A D O R
=====================
* EL SALVADOR: World Bank Approves $100M Loan
---------------------------------------------
The World Bank's Board of Directors approved Tuesday a $100
million loan to support broad-based growth in El Salvador.
"This loan will contribute to the Government's objectives of
reigniting growth, reinforcing macroeconomic stability, and
increasing the efficiency of the public sector," said Jane
Armitage, World Bank Country Director for Central America. "It
is the second in a series of loans designed to accelerate broad-
based and equitable growth and drive down poverty in El
Salvador."
The Second Broad-Based Growth Development Policy Loan (DPL) is
the second in a series of up to four DPLs intended to support
the Government's medium-term development strategy to accelerate
broad-based and equitable economic growth. Building on the
successful first operation, the new loan focuses on addressing
fiscal issues, strengthening the international trade and
business environment, and reinforcing transparency and
efficiency in public spending.
Major actions supported through this operation include the
ratification of the Dominican Republic-Central America Free
Trade Agreement (DR-CAFTA) and actions to ensure that its
benefits are widespread, approval of a new Consumer Protection
Law, approval of fiscal reform efforts to improve public
revenues, formulation of a 2006 budget consistent with the
medium-term macro plan, issuance of new procurement regulations
to enhance the efficiency and transparency of public
expenditures, and issuance of new loan classification and
provisioning rules to strengthen the financial sector.
"This loan will allow El Salvador to continue to diversify
financing sources for government expenditures," said Carlos
Felipe Jaramillo, World Bank task manager for the project. "It
supports an agenda of reforms that the government has proposed
and that are broadly consistent with the latest World Bank
studies of El Salvador's economy."
The $100 million, fixed-spread loan carries a total repayment
period of 19.5 years, including a two-year grace period.
CONTACT: World Bank
In Washington
Alejandra Viveros
Phone: (202) 473-4306
E-mail: Aviveros@worldbank.org
Patricia da Camara
Phone: (202) 473-4019
E-mail: Pdacamara@worldbank.org
=============
G R E N A D A
=============
* GRENADA: Develops Reform Program to Ensure Economic Growth
------------------------------------------------------------
The government of Grenada has developed a medium-term reform
program to boost economic growth and to ensure that Grenada
remains on track toward achieving the Millennium Development
Goals.
At the conclusion of his visit to Grenada, International
Monetary Fund (IMF) Deputy Managing Director Agustin Carstens
stated:
"I had a very productive dialogue with Prime Minister Mitchell
and members of Cabinet on the last stop on my visit to the
Eastern Caribbean Currency Union (ECCU) region. I also had the
opportunity to listen to a wide cross-section of society-
representatives of the Agency for Reconstruction and
Development, the private sector, civil society, and labor
unions.
"It is heartening to see signs of economic recovery in Grenada
after the damage inflicted by Hurricanes Ivan and Emily. I
understand that about two-thirds of the 28,000 houses damaged by
Hurricane Ivan are in the process of being rebuilt. With help
from the reconstruction activity and preparations for the 2007
Cricket World Cup, growth should be fairly strong in the coming
year. This is good news, and it should help lower poverty and
unemployment in the country.
"Progress has also been made in filling financing gaps and
lowering the huge public debt the country faces. All
stakeholders have contributed to this effort. The international
community has disbursed significant amounts of aid. It is
commendable that a successful debt restructuring agreement with
commercial creditors was concluded last month. It substantially
lowers debt service payments for the next few years. The
government and people of Grenada have done their share with
fiscal effort of their own.
"Despite the progress made thus far, the economic situation in
Grenada remains challenging, both in the near-term and over a
longer horizon. So I was glad to hear from Prime Minister
Mitchell that the government has developed a medium-term reform
program to boost economic growth and to ensure that Grenada
remains on track toward achieving the Millennium Development
Goals. This is welcome. Indeed, representatives in our meeting
with the private sector and civil society urged adoption of such
a medium-term strategy for the development of the country.
"It will be critical to improve the climate for investment and
better enable the private sector find new niches for growth.
This will require reform of the investment incentive regime and
a number of other structural measures. But macroeconomic and
financial stability are also needed to provide a solid platform
on which the private sector can build. So I hope that Grenada
will continue with the strengthening of the financial sector and
continued fiscal reforms. Expenditure control, and greater
efficiency in the use of government resources, will be needed to
place the public finances on a sound footing.
"I welcome the attention being given in the reform program to
social development, particularly by alleviating poverty. Of
course, the steps that are taken to boost growth will also go a
long way in bringing about social development. But it will be
important to monitor progress in achieving social goals.
"I would like to stress the importance of extensive national
consultations on the key elements of the medium-term reform
program. Any reform program requires difficult decisions. The
sustained implementation of these decisions will be much more
likely if they are built on a solid consensus arrived at after
consultation with all segments of society.
"We have worked in close collaboration with the Grenadian
authorities over the past year. We will continue to assist in
the reconstruction and development of Grenada as best we can."
CONTACT: International Monetary Fund - IMF
External Relations Department
Public Affairs
Phone: 202-623-7300
Fax: 202-623-6278
Media Relations
Phone: 202-623-7100
Fax: 202-623-6772
===========
M E X I C O
===========
BALLY TOTAL: Updates Stockholders re Plans to Turn Around Ops
-------------------------------------------------------------
Below is a copy of a letter from Paul Toback, Chairman and Chief
Executive Officer of Bally Total Fitness Holding Corp., to
stockholders dated December 13, 2005:
"As you are aware, in the past 18 months we have made
significant progress on three of our most important objectives:
(i) turning around the Company's operations, (ii) issuing
financial statements from 2002 through September 30, 2005 after
an eighteen month effort required to correct past accounting
errors, and (iii) seeking long-term solutions to the Company's
capital structure issues. We believe these and other actions
will enhance value for our shareholders in the near- and long-
term.
Turning Around the Operations and Issuing Five Years of
Financial Information
On November 30, 2005, we filed our financial statements for 2004
and the first nine months of 2005 and restated those for 2000
through 2003. Our audited financial statements for 2002-2004
along with results from 2000 and 2001 are included in our Annual
Report on Form 10-K enclosed with this letter, which as part of
our continuing effort to hold down costs, is being sent to you
in lieu of a traditional "glossy" annual report. Completing our
audit so we could resume public reporting was a tremendously
time consuming, complicated and costly task. However, it was
also very fulfilling to be able to report improving results,
including a net profit for the year to date, demonstrating that
our strategy is beginning to work and that our efforts are
yielding results. We reported a net profit of $1.8 million for
the first nine months of 2005, compared to losses in 2003 and
2004. These strong results reflect revenues that are growing and
our stringent cost reduction efforts that are decreasing costs.
Nine Months Ended
September 30
----------------------------
2005 2004 % Change
--------- --------- ---------
(in millions)
Net Revenue $ 807.5 $ 789.3 2.3
Operating Costs $ 745.8 $ 752.9 (0.9)
Operating Income $ 61.7 $ 36.4 69.5
Net Income (Loss) $ 1.8 ($ 13.3) N/A
The future looks promising as well, due in large part to our
initiatives designed to transform our business model and further
improve and strengthen operations. Specifically, early
indications suggest that we're benefiting from our new
membership sales strategies, like the Build Your Own Membership
Plan and our Family and Friends add-on program. These flexible
and consumer friendly programs are part of Bally's new more
customer-centric mindset designed to improve point-of-sale
closing rates and reduce short-term attrition. We are also
poised to kick-off our new 2006 marketing, including a new
national advertising campaign designed to highlight our
personalized approach to fitness. Contributing to our improved
results are continued emphasis on add-on services, such as
personal training, and our renewed focus on customer service and
customer retention. As a testament to this new approach, the
number of new joining members hit a record level in 2004, and
even with all of the operational changes in 2005, this year we
have exceeded 2004's level by 4%. And despite a small increase
in company-wide member attrition, short-term attrition declined
by approximately 4.5% in markets that converted to our new sales
program.
Strategic Action to Address our Capital Structure and Enhance
Value
These important steps in building the business for the future
and keeping costs in line will not succeed, however, if we do
not address the challenges posed by our existing capital
structure. Servicing the debt imposed on Bally by prior
management leaves insufficient cash for reinvesting in clubs,
marketing and other strategic initiatives. Simply stated, to
capitalize on growth opportunities and compete more effectively
in a dynamic marketplace, Bally requires additional capital.
To address this fundamental issue, we hired J.P. Morgan
Securities Inc. to explore a range of strategic alternatives for
Bally. The Blackstone Group (which has been advising the Company
for the past year) will be working alongside J.P. Morgan.
Potential alternatives include a recapitalization, the sale of
securities or assets of the Company, or the sale or merger of
Bally with another entity or strategic partner. In short, our
investment bankers are charged with identifying the best option
to improve value for all of our shareholders. We have a fair,
independent and transparent process in place and this is one of
our top priorities.
Supporting Independent, Qualified Directors
Notwithstanding the transformation that has occurred at Bally-
and the fact that we're on the right course-certain shareholders
continue to criticize us in hopes that the turmoil they create
will allow them or others to take control of this Company.
Ironically, they praise our results, yet they offer no industry
experience, no knowledge of the Company's business or its
issues, and they propose no plan.
Bally's January 26, 2006 annual meeting, where the election of
directors will take place, is fast approaching. Pardus Capital
Management, our largest shareholder, has filed preliminary proxy
materials to nominate three directors to Bally's Board. These
nominees include Charles Burdick, Barry Elson and Donald
Kornstein. Remarkably, Pardus has launched this contest despite
the fact that Bally has tried in earnest to avoid a proxy
contest, and as an act of good faith, has agreed to nominate two
of Pardus' nominees on our own slate. Sadly, that isn't enough
to satisfy Pardus, a 14% shareholder since September 2005 that
wants 33% of your Board to be affiliated with them rather than
independent. You should be aware that while Pardus purports to
be acting for the interests of all shareholders, it has
privately indicated an interest in leading a recapitalization
transaction for Bally. So, in summary, Pardus wants to control
one-third of the Board in hopes of allowing them to steer a
future transaction in a manner that may not be in the best
interests of all shareholders. Nonetheless, we agreed to place
two representatives from Pardus on the Bally Board to prove our
responsiveness to shareholders.
We have not, however, agreed to nominate Mr. Kornstein because
he is closely affiliated with Mr. Pearlman, the CEO of
Liberation Investments, a fact that neither Pardus nor
Liberation has seen fit to disclose. As to Mr. Pearlman, he and
his funds, Liberation Investments, which owns approximately 12%
of our stock, continue to level personal attacks against the
management team-a team that has worked hard to put this Company
back on course. I ask each of you, simply, to do what we do and
consider the source. Mr. Pearlman has a long and continuing
association with the Company's former CEO Lee Hillman, including
serving as a highly paid consultant to Bally during Mr.
Hillman's tenure. Mr. Hillman, CEO of Liberation Investment
Advisory Group and an investor in Mr. Pearlman's Liberation fund
(in violation of his separation agreement with Bally), was found
by an independent investigation to have created a "culture that
encouraged aggressive accounting," which ultimately led to the
need for us to restate our financial statements at a cost of
millions in special charges. Messrs. Hillman and Pearlman also
saddled the Company with mountains of debt, engaged in misguided
transactions in which they often had conflicts of interest, and
left Bally with an outdated business model that we have worked
tirelessly to fix.
It seems clear to us that both Pardus and Liberation are looking
out for their own interests, not the interests of all
shareholders. While both claim that their actions are aimed at
enhancing shareholder value, the truth is that Bally Total
Fitness is already committed to enhancing value for all
shareholders and, as outlined above, has taken numerous steps
and made great progress toward that end.
Reflecting our focus on enhancing value for all shareholders, in
October the Board implemented a short-term Shareholder Rights
Plan. Information on the plan is enclosed. The plan is designed
precisely to preserve the rights of all shareholders and to
ensure that those shareholders with their own agendas cannot
steal control of Bally. The adoption of the Rights Plan will not
foreclose a fair acquisition bid or any other capital
transaction.
We have a strong independent Board of Directors, and have
recently taken steps to further strengthen it. Earlier this
month, we announced the addition of two directors, Steven Rogers
and Adam Metz. Assisted by search firm Russell Reynolds, the
Board's Nominating and Corporate Governance Committee conducted
a thorough search and we are pleased that they attracted such
outstanding candidates, both of whom bring excellent business
backgrounds and a wealth of knowledge and experience to the
Bally Board. In addition to the two Pardus candidates, Messrs.
Burdick and Elson, Bally's third Board nominee is Eric Langshur,
Chairman of the Audit Committee, a highly qualified independent
director who has served Bally since 2004. Mr. Langshur's
leadership contributed significantly to the successful
completion of the recently completed financial statement audit.
We strongly recommend that you re-elect Mr. Langshur and allow
him to continue his exemplary work, along with our auditors and
financial management team, to further improve Bally's processes
and controls.
There's no question that we have made tremendous progress in
turning Bally around and the Company is poised to build on its
solid foundation. We look forward to continuing to communicate
with you in the coming weeks and months. We also remain
committed to building a strong Bally for the future and creating
value for all of our shareholders."
CONTACT: Bally Total Fitness Holding Corporation
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
BALLY TOTAL: Responds to Pardus' Proposal to Add Reps to Board
--------------------------------------------------------------
Below is a copy of a letter sent by the Board of Directors of
Bally Total Fitness Holding Corp. to Pardus European Special
Opportunities Master Fund L.P. on December 12, 2005.
"We think it is inappropriate to negotiate the future of Bally
Total Fitness through public rhetoric and repeated letters.
The real issue at hand - and one we believe will not be lost on
the majority of Bally shareholders - is that the Company has
made repeated and good faith attempts to meet Pardus' demands in
keeping with your position as an owner of just under 15% of
Bally's shares. However, instead of negotiating in good faith,
you have chosen to torpedo the process, despite the fact that we
have been willing to reach a reasonable, negotiated settlement
in the interest of all shareholders. Your proposal to add four
Pardus designees to our board and give them effective veto over
our strategic alternatives process would, in light of your
private demands to participate in that process, be irresponsible
as a governance matter.
We take our fiduciary responsibilities very seriously. Together
with J.P. Morgan and The Blackstone Group, we intend to consider
all reasonable strategic alternatives that may include, but are
not limited to, a recapitalization, the sale of securities or
assets of the Company or the sale or merger of Bally Total
Fitness with another entity or strategic partner. Contrary to
your misstatements, there has been no private deal-making or
side negotiations taking place with management or anyone else,
and your proposition that we deliberately sold Crunch for less
than full value in order to drive down Bally's value is absurd
on its face. We and our advisors will run an open process,
whether or not your nominees are in the boardroom. We understand
that you view Bally's stock as undervalued, and encourage you to
make an offer through our strategic process for the Company
rather than engaging in histrionics.
We find it ironic that you publicly acknowledge "last week, the
Company reported financial and operating results that were even
better than `street' expectations." Yet at the same time you
attempt to discredit the very management team that is
responsible for the turnaround. As to your suggestions for
improving the business, we cannot help but note their similarity
to the very business plan management has been implementing for
the past several months and was outlined in their conference
call last week.
The fact is that Bally is delivering on what it promised to
shareholders, and we support current management's plan that has
been driving good results - revenue is up, costs are down, and
the trends are positive. These results don't happen in a vacuum.
They are the result of the very hard work of a dedicated team.
CONTACT: Pardus European Special Opportunities Master Fund L.P.
c/o Pardus Capital Management L.P.
1001 Avenue of the Americas, Suite 1100
New York, NY 10018
DESC: Forms Joint Venture with CIE Automotive
---------------------------------------------
DESC, S.A. de C.V. (BMV: DESC) announced Tuesday the formation
of a joint venture between its subsidiary, DESC Automotriz, and
CIE Automotive, S.A. ("CIE") to produce auto parts and groups of
parts in the stamping, mechanical, aluminum injection and
painting segments for the NAFTA and Central American markets.
The joint venture will be based in Celaya, Guanajuato, and each
partner will hold a 50% stake.
A combined investment of approximately US$ 90 million will be
made in the joint venture; DESC's contribution will be in the
form of shares in the painting and stamping business ("PEMSA"),
while CIE Automotive will contribute capital as well as shares
of its subsidiary, CIE Celaya, S.A. de C.V.
This transaction is part of DESC's strategy of focusing on
businesses with the greatest potential for value creation and
growth. Furthermore, DESC expects to generate savings from
greater economies of scale and synergies, while consolidating
its position as industry leader in order to:
1. Take advantage of the current environment of relocating auto
industry suppliers within the NAFTA region,
2. Strengthen its position in attractive market niches such as
painting and stamping, thus increasing its profitability, and
3. Position itself as a supplier of parts and integral solutions
through multi-technologies.
CIE Automotive, which headquartered in Spain, specializes in the
automotive industry and posted 2004 sales of EUR740 million.
With close to 6,300 employees, it has operations in Europe,
Brazil, Mexico and China.
DESC is one of the largest industrial groups in Mexico with 2004
sales of approximately US$ 2 billion and nearly 14,000
employees. Through its subsidiaries, it is a leader in the
Automotive, Chemical, Food and Real Estate sectors.
Contacts: In Mexico
Marisol Vazquez-Mellado
Jorge Padilla
Tel: (5255) 5261-8044
E-mail: ir@desc.com.mx
In the USA
Maria Barona
Melanie Carpenter
Tel: 212-406-3690
E-mail: desc@i-advize.com
DESC: Signs Letter of Agreement to Sell Piston Business
-------------------------------------------------------
DESC, S.A. de C.V. (BMV: DESC) announced Tuesday the signing of
a Letter of Agreement to sell the assets of the original
equipment segment of Pistones Moresa, S.A. de C.V. ("Moresa")
its piston business, to Kolbenschmidt Pierburg AG.
The transaction is expected to close during the first quarter of
2006, and does not include Moresa's pin and piston aftermarket
equipment segments.
This divestiture is part of DESC's strategy of creating a
dynamic portfolio of businesses, focusing on industries with the
greatest potential for value creation and growth that will allow
the Company to:
1. Redirect its efforts towards new areas of opportunity, taking
advantage of the current environment of relocating auto industry
suppliers, as well as the existing cars and trucks, within the
NAFTA region.
2. Strengthen its market position.
3. Reduce costs, and
4. Increase profitability.
=====================
P U E R T O R I C O
=====================
FIRST BANCORP: Fitch Affirms Ratings, Outlook
---------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term and 'B' short-term
ratings of First BanCorp (FBP) and its subsidiary, FirstBank
Puerto Rico. The Outlooks remains Negative. See complete list of
affected ratings provided at the end of this release.
This rating action follows FBP's announcement that it has
reached conclusions on key issues related to the accounting for
purchased mortgage loans with other financial institutions. The
audit committee conducted an independent review, which included
legal opinions on the purchased mortgage loans, and determined
that the transactions do not qualify as true sales. The impact
of the revised classification of the mortgage-related
transactions as secured commercial loans as of March 31, 2005 is
estimated at $3.8 billion. In addition, the audit committee is
also reviewing $263 million of pass through certificates. As a
result, previous years' financials will need to be restated.
As part of its accounting review, FBP also determined that it
did not meet the requirements relating to hedge accounting in
SFAS 133 on the interest rate swaps that are used to hedge the
interest rate risk on its brokered deposits. As such, the
restatement will also include the impact of recognizing the
revaluation of the interest rate swaps currently estimated at
$175 million prior to tax effects, through the income statement.
The potential capital impact resulting from the reclassification
of mortgage-related transactions was expected and incorporated
in our analysis as of Oct. 24, 2005, when Fitch lowered FBP's
ratings and Outlook. While the noncompliance with hedge
accounting is a new development that will have further negative
implications on capital, Fitch believes that there is still
uncertainty as to the bank's final regulatory capital status.
FBP has requested a ruling from the FDIC to consider the secured
nature of the reclassified commercial loans for determining
risk-based capital. FBP is also taking other measures to
alleviate capital pressure in the event that the FDIC does not
rule in its favor.
The importance of remaining 'well capitalized' is heightened due
to FBP's reliance on brokered deposits, which requires banks to
be well capitalized to issue, renew, and roll over brokered
deposits. Pending the FDIC's ruling on capital, FBP has also
received a waiver from the FDIC that allows FBP to continue to
issue, renew, or roll over brokered deposits in accordance with
regulatory rules applicable to institutions that are adequately
capitalized.
Importantly, Fitch recognizes that the implications resulting
from the changes in accounting treatment of the mortgage-related
transactions and the interest rate swap do not change the
fundamental economics of the transactions. However, Fitch will
closely monitor developments, particularly as they relate to
capitalization. An unfavorable ruling by the FDIC and/or FBP's
inability to sustain (or quickly regain) a well-capitalized
designation through implementation of other actions could result
in a negative rating action.
The following ratings are affirmed with a Negative Outlook:
First BanCorp
-- Long-term issuer at 'BB';
-- Short-term issuer at 'B';
-- Individual at 'C/D';
-- Support '5'.
FirstBank Puerto Rico
-- Long-term issuer at 'BB';
-- Subordinated debt at 'BB-';
-- Long-term deposit obligations at 'BB+';
-- Short-term issuer at 'B';
-- Individual at 'C/D';
-- Support at '5'.
CONTACT: Fitch Ratings
Ileana Cervantes
Tel: 312-368-5472
Peter Shimkus
312-368-2063
Media Relations:
Kenneth Reed
212-908-0540
FIRST BANCORP: Reaches Conclusions on Key Accounting Issues
-----------------------------------------------------------
First BanCorp (NYSE: FBP) announced Tuesday that it has
concluded that a substantial portion of the mortgage-related
transactions that First BanCorp entered into with Doral
Financial Corporation and R&G Financial Corporation since 1999
do not qualify as sales for accounting purposes. First BanCorp
had announced on October 21, 2005 that certain of the mortgage-
related transactions that it entered into with R&G Financial
Corp. do not qualify as true sales as a legal matter.
As a consequence, First BanCorp announced Tuesday that its
management, with the concurrence of its Board, determined, as a
result of the Audit Committee's independent review of the
mortgage-related transactions and recently obtained legal
opinions, to restate its previously reported financial
statements to correct its accounting for the mortgage-related
transactions. In addition, First BanCorp announced that it will
also restate its financial statements to correct the accounting
treatment used for certain interest rate swaps. Accordingly,
First BanCorp's previously-filed interim and audited annual
financial statements for the periods from January 1, 2001
through March 31, 2005 should no longer be relied upon.
Management has discussed its decision to restate historical
financial statements to correct the accounting treatment for the
mortgage-related transactions and the interest rate swaps with
the Corporation's independent registered public accounting firm,
PricewaterhouseCoopers LLP.
Mortgage-Related Transactions
The mortgage-related transactions with Doral Financial Corp. and
R&G Financial Corp. are reflected in First BanCorp's previously
issued historical financial statements as purchases of
residential real estate loans, mainly secured by first
mortgages, and commercial mortgage loans. The restatement will
reflect these mortgage-related transactions as commercial loans
secured by mortgages.
The decision to correct First BanCorp's accounting for the
mortgage- related transactions results from the ongoing review
by the Corporation's Audit Committee and the conclusions by
First BanCorp's management, Audit Committee and outside legal
advisors, Martinez Odell & Calabria, that a substantial portion
of the mortgage-related transactions with Doral and R&G were not
true sales as a legal matter. The Audit Committee is continuing
to review the pass through certificates with R&G in the
aggregate amount of approximately $263 million as of March 31,
2005. The corrections will have the following effects on the
Corporation's financial statements:
- Revision of the disclosures in the footnotes to the
Corporation's financial statements, including the disclosures
about the types of loans; and
- Revision of the cash flow from investing activities portion of
the cash flow statement to reflect the outflow of cash resulting
from the origination of loans rather than from the purchase of
loans.
The impact of the revised classification of the mortgage-related
transactions as secured commercial loans as of March 31, 2005
and December 31, 2004, 2003 and 2002 will be to reduce
residential real estate loans by approximately $3.8 billion,
$3.4 billion, $1.9 billion and $959 million, respectively, and
to increase commercial loans secured by mortgages as of March
31, 2005 and December 31, 2004, 2003 and 2002 by the same
amounts.
Management has concluded that the revised classification of the
mortgage-related transactions as commercial loans will not
result in the need for additional reserves. With respect to the
Puerto Rico statutory limits for individual borrowers, First
BanCorp's subsidiary, FirstBank, has received a ruling from the
Office of the Commissioner of Financial Institutions of the
Commonwealth of Puerto Rico that results in FirstBank's
continued compliance with the loan to one borrower limit.
Due to the revised classification of the mortgage-related
transactions, FirstBank has terminated its commitments for the
purchase of mortgage loan portfolios from Doral Financial Corp.
The revised classification of the mortgage-related transactions
as secured commercial loans precludes the use by First BanCorp
of the mortgages as collateral to secure advances from the
Federal Home Loan Bank. Given First BanCorp's current level of
borrowings from the Federal Home Loan Bank, the resulting
reduction in availability of this funding will have no cash
impact. First BanCorp is discussing with the Federal Home Loan
Bank its ability to pledge the secured commercial loans as
collateral for future advances.
Interest Rate Swaps
First BanCorp has used interest rate swaps to hedge the interest
rate risk inherent in its brokered certificates of deposit and
medium term notes and in order to better match its asset
liability composition. Economically, these hedges have
fulfilled, and continue to fulfill, their intended results.
Since First BanCorp first implemented Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), on January 1,
2001, it has used the short-cut method to account for certain
interest rate swaps. First BanCorp has concluded that it should
not have used the short-cut method because of technical issues
involving the interpretation of the use of the method primarily
for those interest rate swaps where upfront fees are received.
SFAS 133 permits the use of the short-cut method of accounting
for certain hedge relationships. Where the technical
requirements to the use of this method are met, including the
necessary documentation of the hedge positions, a corporation is
entitled to assume that the changes in the fair value of a
hedged item exactly offset the changes in the value of the
related derivative. Where the criteria for the short-cut method
are not met, a corporation is required to evaluate the
effectiveness of the hedging relationships on an ongoing basis
and calculate the changes in the fair value of the derivatives
and related hedged items independently.
"As part of our ongoing accounting review, we have determined
that we did not meet the technical and complex requirements
relating to hedge accounting in SFAS 133," said First BanCorp
President and CEO Luis Beauchamp. "While the hedges are
economically effective, we must restate our results to properly
apply the rule."
The Corporation believes that, because of rising interest rates
in recent years, the impact of this change in its hedge
accounting as of November 30, 2005 will be a cumulative non-cash
unrealized loss of approximately $175 million, without regard to
tax effects. The Corporation intends to hold the swaps until
they mature because, economically, these transactions are
satisfying their intended results. As a result, the unrealized
cumulative loss will be reversed over the remaining lives of the
swaps.
The Corporation is in the process of designating the interest
rate swaps as hedges eligible for the use of the long haul
method of effectiveness testing and, as a result, will apply the
hedge accounting treatment in future periods. Until it
implements the long haul method, the Corporation will recognize
in income currently any gains or losses on the interest rate
swaps. Thereafter, under the long haul method, the Corporation
expects to be able to offset gains and losses on the interest
rate swaps with losses and gains on the certificates of deposit
and medium term notes.
Continuing Review
First BanCorp's management and Audit Committee are continuing
their review of other transactions reflected as mortgage-related
acquisitions as well as certain other matters, and First BanCorp
has not issued financial statements for the quarters ended June
30 and September 30, 2005, pending completion of the review and
the preparation of audited restated financial statements.
Accordingly, additional matters may come to the attention of
First BanCorp that may require adjustments to its financial
statements.
As a result of the need to restate financial statements to
correct the accounting for the mortgage-related transactions and
certain interest rate swaps, management is evaluating whether
the Company's disclosure controls and procedures, including
internal control over financial reporting, were effective as of
the end of each of the affected historical periods. It is likely
that the assessment of internal control over financial reporting
will result in the identification of a material weakness and,
accordingly, an adverse opinion on the effectiveness of internal
control over financial reporting from our independent registered
public accounting firm, but the Company's review of internal
control over financial reporting is ongoing.
First BanCorp plans to amend its Call Reports, filed under the
banking regulations, to be consistent with the restated
financial statements. "We are aggressively working to complete
our accounting review as quickly and diligently as possible,"
continued Luis Beauchamp. "At the same time, we continue to
implement our ongoing business strategy in our core markets."
Regulatory Capital
First BanCorp was advised by the FDIC on December 7, 2005 that
the revised classification of the mortgage-related transactions
for accounting purposes results in such transactions being
viewed for regulatory capital purposes as loans to mortgage
companies rather than loans secured by one-to-four family
residential properties, notwithstanding FirstBank's view that
the revised classification has no impact on the risk associated
with mortgages that have been endorsed to FirstBank. FirstBank
has advised the FDIC pursuant to regulatory requirements that,
provided the applicable risk weight of 100 percent is assigned,
the revised classification of the mortgage transactions and the
correction of the accounting for the interest rate swaps would
cause the Bank's ratio of Total Capital to Risk-Weighted Assets
as of September 30, 2005 to be slightly below the well
capitalized level. FirstBank expects that the FDIC will reach a
determination as to FirstBank's capital category shortly. In the
meantime, FirstBank has requested that the FDIC issue a ruling
based upon FirstBank's view that the mortgage-related
transactions do not impose risks that are commensurate with the
100 percent risk weight applicable to loans to mortgage
companies secured by real estate mortgages that are pledged as
collateral, and that a 50 percent risk weight be assigned.
Pending action by the FDIC on the Bank's request, FirstBank has
obtained permission from the FDIC to continue to accept, renew
or roll over brokered certificates of deposit in accordance with
regulatory rules applicable to institutions that are adequately
capitalized. First BanCorp is currently taking steps to
accomplish transactions that will allow FirstBank to be well
capitalized even if the FDIC does not issue the requested
ruling. There is no guarantee that such transactions will be
completed.
About First BanCorp
First BanCorp is the parent corporation of FirstBank Puerto
Rico, a state chartered commercial bank with operations in
Puerto Rico and the Virgin Islands and in the state of Florida;
of FirstBank Insurance Agency; and of Ponce General Corporation.
First BanCorp, FirstBank Puerto Rico and UniBank, the thrift
subsidiary of Ponce General, all operate within U.S. banking
laws and regulations. The Corporation operates a total of 140
financial services facilities throughout Puerto Rico, the U.S.
and British Virgin Islands, and Florida (USA). Among the
subsidiaries of FirstBank Puerto Rico are Money Express, a
finance company; First Leasing and Car Rental, a car and truck
rental leasing company; and FirstMortgage, a mortgage banking
company. In the U.S. and British Virgin Islands, FirstBank
operates FirstBank Insurance VI, an insurance agency; First
Trade, Inc., a foreign corporation management company; and First
Express, a small loan company. First BanCorp's common and
preferred shares trade on the New York Stock Exchange, under the
symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE.
CONTACT: First BanCorp
Alan Cohen, Senior VP, Marketing and Public Relations
Tel: +1-787-729-8256
E-mail: alan.cohen@firstbankpr.com
CENTENNIAL COMMUNICATIONS: Prices $550M Senior Notes Offering
-------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) ("Centennial")
today announced that it has priced $550 million in aggregate
principal amount of senior notes due 2013 in a private placement
transaction pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. The senior notes will be issued in two
series consisting of (i) $350 million of floating rate notes
that will bear interest at three-month LIBOR plus 5.75% and
mature in January 2013 and (ii) $200 million of fixed rate notes
that will bear interest at 10% and mature in January 2013.
As previously disclosed, Centennial intends to use the net
proceeds from the offering, together with a portion of its
available cash, to pay a special cash dividend to Centennial's
common stockholders in the aggregate amount of approximately
$577 million, which represents approximately $5.52 per share,
and prepay approximately $39.5 million of borrowings under its
senior secured credit facility. In connection with the senior
notes offering, Centennial is seeking an amendment to its senior
secured credit facility to permit, among other things, the
issuance of the senior notes and payment of the special cash
dividend.
Completion of the senior notes offering and payment of the
special cash dividend is conditioned on an amendment to the
Company's senior secured credit facility. Payment of the special
cash dividend, including the amount and timing, is also subject
to final approval by Centennial's board of directors. There can
be no assurance that the senior notes offering, the special cash
dividend or the amendment to the senior secured credit facility
will be consummated on the currently proposed terms or at all.
Assuming consummation of the offering and final approval by
Centennial's board of directors, it is expected that Centennial
will pay the dividend on or about January 6, 2006 to holders of
record as of the close of business on or about December 30,
2005. For U.S. federal income tax purposes, Centennial expects
that no more than 10% of the special dividend will be taxable as
a dividend. The remainder will be treated first as a tax-free
return of capital up to each stockholder's tax basis in the
Company's common stock (determined on a per share basis) with
any excess generally being treated as a capital gain.
The senior notes will be offered in the United States to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 and outside the United States pursuant to
Regulation S under the Securities Act. The senior notes will not
be registered under the Securities Act and may not be offered or
sold in the United States without registration or an applicable
exemption from the registration requirements.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the senior notes or any other
securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which, or to any persons to whom,
such an offer, solicitation or sale is unlawful. Any offers of
the senior notes will be made only by means of a private
offering memorandum.
ABOUT CENTENNIAL
Centennial Communications (NASDAQ: CYCL), based in Wall, NJ, is
a leading provider of regional wireless and integrated
communications services in the United States and the Caribbean
with over 1.3 million wireless subscribers and 326,400 access
lines and equivalents. The U.S. business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states. Centennial's Caribbean business owns and operates
wireless networks in Puerto Rico, the Dominican Republic and the
U.S. Virgin Islands and provides facilities-based integrated
voice, data and Internet solutions. Welsh, Carson, Anderson &
Stowe and an affiliate of the Blackstone Group are controlling
shareholders of Centennial.
CONTACT: Centennial Communications Corp.
Steve E. Kunszabo Director, Investor Relations
732-556-2220
URLs: http://www.centennialwireless.com/
http://www.centennialpr.com/
http://www.centennialrd.com/
CENTENNIAL COMMUNICATIONS: S&P Junks Proposed $550M Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'CCC' rating
to Wall, N.J.-based regional wireless carrier Centennial
Communication Corp.'s proposed $200 million senior notes due
2012 and $350 million senior floating-rate notes due 2012, both
to be issued under Rule 144A with registration rights. Proceeds
from these unsecured note issues, together with cash on hand,
will be used to pay an approximate $600 million special dividend
to common shareholders. At the same time, Standard & Poor's
raised the rating on the company's $750 million secured bank
loan to 'B' from 'B-' and the recovery rating was upgraded to
'1' from '2'.
All the other ratings of Centennial and its related entities,
including its 'B-' corporate credit rating, were affirmed and
removed from CreditWatch. The outlook is stable. Ratings had
been placed with developing implications on Sept. 20, 2005,
because of a lack of clarity on the company's prospective
financial and business strategies in light of its announcement
that it was evaluating a range of possible strategic and
financial alternatives. We have determined that the company's
current ratings can absorb the debt related to the approximate
$600 million dividend. However, the proposed transaction does
defer improvement that underpinned the positive outlook that
preceded the CreditWatch.
Pro forma for this financing, the company will have about $2.1
billion of total debt outstanding. The new $550 million of
unsecured notes are two notches below the corporate credit
rating due to the substantial concentration of priority
obligations, including borrowings under the company's secured
bank loan, which will total $552 million, pro forma for these
new transactions. The upgrade in the $702 million of secured
bank loan facilities (pro forma for these transactions) does not
reflect any improvement in the company's overall credit
profile," said Standard & Poor's credit analyst Catherine
Cosentino, "but instead reflects the fact that due to the higher
debt levels, a simulated default under the bank loan analysis
would occur earlier than that assumed in the prior rating." In
addition, $39 million of the term loan will be repaid as part of
the transactions, resulting in a lower base of committed
facilities that needs to be covered in a default.
"The ratings reflect the high business risk faced by Centennial
as a result of competition from the larger, financially stronger
national players, such as Verizon Wireless (Verizon
Communications Inc.; A+/Watch Neg/--) and Cingular Wireless LLC
(A/Negative/--)," said Ms. Cosentino, "coupled with an
aggressive financial policy, as exemplified by the proposed
debt-financed dividend to shareholders." This dividend will
increase its debt to annualized EBITDA pro forma for financing
of the dividend, to about 5.85x adjusted for operating leases
and purchase commitments, from about 4.5x for the three months
ended Aug. 31, 2005.
Primary Credit Analyst: Catherine Cosentino, New York
(1) 212-438-7828; catherine_cosentino@standardandpoors.com
CENTENNIAL COMMUNICATIONS: Proposed $550m Notes Get Caa2 Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to the
proposed new issuance of $550 million of senior unsecured notes
by Centennial Communications Corp (Centennial). Moody's also
affirmed the existing ratings at Centennial Cellular Operating
Company, but changed the rating outlook to negative. The B2
corporate family rating reflects Centennial's high leverage and
low level of free cash flow generation compared to its total
debt burden, offset by its growing profitability and attainment
of sustainable free cash flow. The negative outlook reflects the
lowered financial flexibility of the company due to the proposed
increase in leverage that will substantially increase the
company's debt service burden.
The affected ratings are:
Assignments:
Issuer: Centennial Communications Corp.
* Corporate Family Rating, Assigned B2
* Senior Unsecured Regular Bond/Debenture, Assigned Caa2
Outlook Actions:
Issuer: Centennial Cellular Operating Co. LLC
* Outlook, Changed To Negative From Stable
Withdrawals:
Issuer: Centennial Cellular Operating Co. LLC
* Corporate Family Rating, Withdrawn, previously rated B2
On September 19, 2005, Centennial announced that it was
exploring strategic and financial alternatives. The decision to
raise $550 million of new debt to pay shareholders a large
dividend is the result of that process. Consequently, cash
interest expense will increase by over $50 million annually,
which combined with an expected increase in future cash taxes
payable (primarily in Puerto Rico) will reduce the amount of
free cash flow available to potentially reduce debt. This
reduced financial flexibility increases the likelihood that the
ratings will be lowered should subscribers, earnings, and cash
flow growth stall. Moody's notes that the choice of a large
dividend payment as the best course of action to increase
shareholder value may reflect poorly on the growth prospects of
the company.
Going forward, key metrics to maintaining the current ratings
will be continued wireless subscriber growth and stable
operating income margins. Should Centennial not be able to
sustain a ratio of free cash to total debt (as adjusted by
Moody's primarily to capitalize operating leases) above 2%, the
ratings are likely to be lowered. Pro forma for this
transaction, Centennial does not meet this threshold, however
Moody's projects that capital spending will fall in future years
as the upgrade to the Puerto Rico wireless network and the
build-out of new markets in Michigan is completed. Further
improvement of this ratio is subject to growth in cash provided
by operations.
The Caa2 rating on the new senior notes of Centennial
Communications Corp. reflects their structural subordination to
the debt of its subsidiaries, primarily the rated obligations at
Centennial Cellular Operating Company. The new notes are senior
unsecured obligations of the ultimate parent holding company and
do not benefit from upstream guarantees from any of the
company's subsidiaries. Moody's is affirming the existing
ratings at Centennial Cellular Operating Company as the new debt
ranks junior to these obligations and thus should not affect the
expected loss of these obligations in the event of default.
Headquartered in Wall, New Jersey, Centennial has wireless
operations in two rural areas of the continental US, and
wireline and wireless assets in Puerto Rico and the Dominican
Republic, with LTM revenues of over $900 million.
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