/raid1/www/Hosts/bankrupt/TCRLA_Public/061107.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
Wednesday, November 7, 2006, Vol. 7, Issue 221
Headlines
A R G E N T I N A
2000 GUADALUPE: Verification of Proofs of Claim Is Until Nov. 21
AES SUL: Disbursing ARS30 Mil. for San Nicolas Plant Expansion
CAYPRO SA: Deadline for Verification of Claims Is on Nov. 15
COMPANIA GENERAL: Seeks for Court Approval to Restructure Debts
CONSULTORA Y EQUIPAMIENTO: Names H. Samuel as Bankruptcy Trustee
LOMA NEGRA: Will Use Coal & Petroleum Coke for Major Plants
MERCOMETAL SA: Last Day for Verification of Claims Is on Dec. 27
MOLINOS RIO: Fitch Affirms BB- Issuer Default Rating
FREESCALE: Firestone Commences Offer of US$4.35B Senior Notes
FREESCALE SEMICONDUCTOR: Moody's Assigns Ba3 Corp. Family Rating
FREESCALE: Leveraged Buyout News Prompts S&P's Negative Watch
PESQUERA GALFRIO: claims Verification Deadline Is on Nov. 28
TELEFONICA DE ARGENTINA: Gov't Intervention Ends Foetra Strike
TRANSPORTADORA DE GAS: Posts ARS273-Mil. Nine-Month Net Profit
* ARGENTINA: Signing Accord to Repay US$960MM in Debts to Spain
B A H A M A S
COMPLETE RETREATS: Wants to Walk Away from 14 Contracts & Leases
COMPLETE RETREATS: U.S. Trustee Balks at Donlin Recano Retention
ISLE OF CAPRI: S&P Affirms BB- Corporate Credit Rating
B E L I Z E
ANDREW CORP: Posts US$59.7MM Net Loss in Quarter Ended Sept. 30
ANDREW CORP: Simplifying Price Structure for Cable Products
B E R M U D A
CASCADE INSURANCE: Claims Filing Deadline Is Set for Nov. 15
CHINA HEARTLAND: Last Day to File Proofs of Claim Is on Nov. 15
CITCO HOLDINGS: Creditors Must File Proofs of Claim by Nov. 17
COUTTS (BERMUDA): Proofs of Claim Filing Deadline Is on Nov. 16
LAZARD LTD: Posts US$35 Million Third Quarter 2006 Net Income
SEA CONTAINERS: Court Allows Payment of Employee Obligations
VCLP DOMESTIC: Creditors Must Submit Proofs of Claim by Nov. 20
VCLP INTERNATIONAL: Filing of Proofs of Claim Is Until Nov. 20
B O L I V I A
INTERNATIONAL PAPER: Completes US$5B Sale of Forestland to RMS
B R A Z I L
BANCO NACIONAL: Okays BRL49.9-Mil. Financing for MRS Logistica
BUCKEYE TECHNOLOGIES: S&P Affirms BB- Corporate Credit Rating
CIA. DE SANEAMENTO: Completes Tender Offer of 12% Notes Due 2008
COMPANHIA SIDERURGICA: Posts US$494MM Nine-Month Export Revenues
DURA AUTO: Seeks Court Nod to Obtain US$300 Mil. DIP Financing
DURA AUTOMOTIVE: Seeks Court Nod to Use All Cash Collateral
MRS LOGISTICA: Gets BRL49.9-Mil. Financing from Banco Nacional
MRS LOGISTICA: Posts BRL178 Mil. Third Quarter 2006 Net Earnings
NET SERVICOS: S&P Affirms BB- Long-Term Corporate Credit Rating
USINAS SIDERURGICAS: In Talks with Nippon Steel to Forge Ties
NOVELL: Collaborates with Microsoft for Prod. Interoperability
C A Y M A N I S L A N D S
CONTRATEMPS FUND: Last Day to File Proofs of Claim Is on Nov. 16
CONTRATEMPS MASTER: Proofs of Claim Filing Is Until Nov. 16
DIVI TIARA: Timeshare Owners Against Sale of Resort Properties
NOGIZAKA CREDIT: Deadline for Filing of Claims Is on Nov. 16
OLEA MANAGEMENT: Proofs of Claim Must be Submitted by Nov. 16
PERUVIAN FUTURE: Last Day to File Proofs of Claim Is on Nov. 16
REMBRANDT ER: Creditors Must File Proofs of Claim by Nov. 16
REMBRANDT PERU: Proofs of Claim Must be Filed by Nov. 16
RESI FINANCE: Proofs of claim Filing Deadline Is Set for Nov. 16
RFA HOLDINGS: Creditors Must File Proofs of Claim by Nov. 16
RUBY CAPITAL: Creditors Are Given Until Nov. 16 to File Claims
SAP PARTNERS: Creditors Must Submit Proofs of Claim by Nov. 16
SCP WAREHOUSE: Creditors Have Until Nov. 16 to Submit Claims
SIGNALKUPPE FINANCE: Filing of Proofs of Claim Is Until Nov. 16
TOKYO TOMIN: Last Day for Proofs of Claim Filing Is on Nov. 16
C O L O M B I A
CUMMINS: Earns US$171 Mil. in Third Fiscal Quarter Ended Oct. 1
HEXION SPECIALTY: Amends Senior Secured Credit Facility
C O S T A R I C A
GNC CORP: Commences US$325MM Floating Rate Senior Note Offering
D O M I N I C A N R E P U B L I C
CAP CANA: Fitch Rates US$250-Million Senior Secured Notes at B
VIVA INTERNATIONAL: To Develop & Market Aviation Product Line
E C U A D O R
PETROECUADOR: Uruguay Participating in Bids to Buy Oil from Firm
PETROECUADOR: Will Analyze Initial Studies on Blocks 20 & 29
* ECUADOR: Inks Pact to Sell Buy Uruguay's Excess Gasoline
J A M A I C A
AIR JAMAICA: Cabinet Asks Firm to Submit Revised Business Plan
KAISER ALUMINUM: Chris Parks Represents PI Claimants
MIRANT CORP: Committee Approves US$34 Million Bonus to Employees
M E X I C O
ALASKA AIR: Reports Passenger Traffic for October
CHURCH & DWIGHT: Declares US$0.07 Per Share Quarterly Dividend
DELTA AIR: October 2006 System Traffic Rises 1.7%
KRISPY KREME: Settles Securities Fraud Lawsuit for US$75 Million
MERIDIAN AUTO: 11 Creditors Oppose Assumption of Contracts
MERIDIAN AUTO: Stegenga Stays as Chief Restructuring Officer
SEMGROUP LP: Moody's Assigns Loss-Given-Default Rating
UNITED RENTALS: Earns US$95 Million in 2006 Third Quarter
VITRO ENVASES: Moody's Affirms B2 Corporate Family Rating
VITRO SA: Debt Repayment Risk Cues Moody's to Affirm Ratings
P A N A M A
CHIQUITA: Weak Third Quarter Results Cue S&P to Lower Ratings
P U E R T O R I C O
BURGER KING: Earns US$40 Mil. for Quarter Ended Sept. 30, 2006
FIRST BANCORP: Declares Payment of Preferred Dividends
INTERLINE BRANDS: Third Quarter Sales Up 39.1% to US$314.2MM
SANTANDER BANCORP: Earns US$8.7 Mil. for Quarter Ended Sept. 30
UNIVISION COMM: Posts US$536.1MM Net Revenue for Third Quarter
T R I N I D A D & T O B A G O
DIGICEL LTD: Civil Court Postpones Trial with Rival Firm
U R U G U A Y
* URUGUAY: UTE Cleans Up Oil Spill at Punta del Tigre Plant
* URUGUAY: Inks Pact to Sell Gasoline to Ecuador
V E N E Z U E L A
CITGO PETROLEUM: Sales in Oklahoma Drop
SUPERIOR ENERGY: Appoints Harold Bouillion as Board Director
PETROLEOS DE VENEZUELA: Demands Two US Firms to Modify Contracts
PETROLEOS DE VENEZUELA: Satisfying Ethanol Local Demand by 2009
* VENEZUELA: Chavez Threatens of Possible Oil Supply Cut to U.S.
* BOND PRICING: For the week of October 30 -- November 3, 2006
- - - - -
=================
A R G E N T I N A
=================
2000 GUADALUPE: Verification of Proofs of Claim Is Until Nov. 21
----------------------------------------------------------------
German J. Operti, the court-appointed trustee for 2000 Guadalupe
Supermercado SRL's bankruptcy proceeding, will verify creditors' proofs of
claim until Nov. 21, 2006.
Mr. Operti will present the validated claims in court as individual reports
on Feb. 6, 2007. A court in Santa Fe will determine if the verified claims
are admissible, taking into account the trustee's opinion and the objections
and challenges raised by 2000 Guadalupe and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
A general report that contains an audit of 2000 Guadalupe's accounting and
banking records will follow on March 20, 2007.
Mr. Operti is also in charge of administering 2000 Guadalupe's assets under
court supervision and will take part in their disposal to the extent
established by law.
The debtor can be reached at:
2000 Guadalupe Supermercado SRL
Avenida General Paz 7487 Ciudad de Santa Fe
Santa Fe, Argentina
AES SUL: Disbursing ARS30 Mil. for San Nicolas Plant Expansion
--------------------------------------------------------------
AES Sul Distribuidora Gaucha de Energia S.A. will disburse ARS30 million to
expand the generation capacity of its coal-fired San Nicolas plant to 100
megawatts, from 675 megawatts, Business News Americas reports.
Eduardo Dutrey, the chief executive officer of AES Corp. -- AES Sul's parent
firm, said in a statement that the funds will be used to expand four of the
plant's five blocks, increasing coal storage capacity 25% and for a third
27-tonne crane.
Investment in the Argentine energy sector will be ARS25 billion through
2010, BNamericas says, citing Julio de Vido, the country's federal planning
minister.
The ARS25 billion investment corresponds to private and public sector
contributions, BNamericas states.
AES Sul is controlled by US energy company AES Corp. It
distributes power in 118 towns in the southern state of Rio Grande do Sul.
* * *
As reported in the Troubled Company Reporter-Latin America on
April 17, 2006, Standard & Poor's Ratings Services placed a brCC
long-term rating on AES Sul Distribuidora Gaucha de Energia S.A. S&P said
the outlook is negative.
CAYPRO SA: Deadline for Verification of Claims Is on Nov. 15
------------------------------------------------------------
Mario Daniel Krasniansky, the court-appointed trustee for Caypro SA's
bankruptcy proceeding, will verify creditors' proofs of claim until Nov. 15,
2006.
Mr. Krasniansky will present the validated claims in court as individual
reports on Dec. 29, 2006. A court in Buenos Aires will determine if the
verified claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Caypro and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
A general report that contains an audit of Caypro's accounting and banking
records will follow on March 14, 2007.
Mr. Krasniansky is also in charge of administering Caypro's assets under
court supervision and will take part in their disposal to the extent
established by law.
The debtor can be reached at:
Caypro SA
Tucuman 1455
Buenos Aires, Argentina
The trustee can be reached at:
Mario Daniel Krasniansky
Hipolito Yrigoyen 1349
Buenos Aires, Argentina
COMPANIA GENERAL: Seeks for Court Approval to Restructure Debts
---------------------------------------------------------------
Court No. 4 in Buenos Aires is studying the merits of Compania General de
Publicidad SA's petition to restructure its debts after it stopped paying
its obligations on June 2006.
The petition, once approved by the court, will allow Compania General to
negotiate a settlement plan with its creditors in order to avoid
liquidation.
Clerk No. 7 assists the court in the proceeding.
The debtor can be reached at:
Compania General de Publicidad SA
Maipu 459
Buenos Aires, Argentina
CONSULTORA Y EQUIPAMIENTO: Names H. Samuel as Bankruptcy Trustee
----------------------------------------------------------------
A court in Rosario, Santa Fe appointed Hector Samuel to supervise the
bankruptcy proceeding of Consultora y Equipamiento Cheff SRL. Under
bankruptcy protection, control of the company's assets is transferred to Mr.
Samuel.
As trustee, Mr. Samuel will:
-- verify creditors' proofs of claim;
-- prepare and present individual and general reports in
court after the claims are verified; and
-- administer Consultora y Equipamiento's assets under court
supervision and take part in their disposal to the extent
established by law.
After the verification phase, the court will determine if the verified
claims are admissible, taking into account the trustee's opinion and the
objections and challenges raised by Consultora y Equipamiento and its
creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
The debtor can be reached at:
Consultora y Equipamiento Cheff S.R.L.
Matheu 1073, Rosario
Santa Fe, Argentina
The trustee can be reached at:
Hector Samuel
Pellegrini 1898 Rosario
Santa Fe, Argentina
LOMA NEGRA: Will Use Coal & Petroleum Coke for Major Plants
-----------------------------------------------------------
Loma Negra SA told Dow Jones Newswires that it will use coal and petroleum
coke for its major plants, which currently use natural gas.
According to Dow Jones, Loma Negra aims to expand its production capacity
and save on energy.
"Even though the use of alternative fuels implies significant costs
increases, it allows to guarantee the cement supply to the market and it
cuts the gas demand, allowing winter production," Humberto Jungueria de
Farias, the chief executive officer of Loma Negra, told Dow Jones.
* * *
As reported in the Troubled Company Reporter-Latin America on April 26,
2006, Standard & Poor's Ratings Services raised its foreign and local
currency corporate credit ratings on several Argentine entities and removed
them from CreditWatch, where they were placed with positive implications on
March 23, 2006. The rating of Loma Negra CIASA was upgraded to BB- from B+.
The rating actions follow the upgrade on the global foreign and local
currency ratings on the Republic of Argentina to 'B' from 'B-' and the
ratings on Argentina's national scale to 'raAA-' from 'raA'.
Together with the sovereign upgrade, the perception of the transfer and
convertibility risk for Argentina was raised to 'BB-', reflecting Standard &
Poor's perception that the government's willingness to intervene in the
foreign exchange market has reduced consistently with its stronger repayment
ability.
MERCOMETAL SA: Last Day for Verification of Claims Is on Dec. 27
----------------------------------------------------------------
Marisa Gacio, the court-appointed trustee for Mercometal SA's bankruptcy
case, will verify creditors' proofs of claim until Dec. 27, 2006.
Under the Argentine bankruptcy law, Ms. Gacio is required to present the
validated claims in court as individual reports. Court No. 5 in Buenos
Aires will determine if the verified claims are admissible, taking into
account the trustee's opinion and the objections and challenges raised by
Mercometal and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
Ms. Gacio will also submit a general report that contains an audit of
Mercometal's accounting and banking records. The report submission dates
have not been disclosed.
Mercometal was forced into bankruptcy at the request of Ciro Ramon Eyras,
whom it owes US$6,486.96.
Clerk No. 10 assists the court in the proceeding.
The debtor can be reached at:
Mercometal SA
Avenida Derqui 3858
Buenos Aires, Argentina
The trustee can be reached at:
Marisa Gacio
Avenida San Martin 793
Buenos Aires, Argentina
MOLINOS RIO: Fitch Affirms BB- Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the local currency Issuer Default Rating of
Molinos Rio de la Plata, S.A. at 'BB-'. The Rating Outlook is Stable.
The ratings reflect the company's ability to earn dollar-based revenues
through exports and a leading business position in domestic branded food
products. The ratings are constrained by the cyclicality of operations due
to the volatility of crushing margins.
Molinos' strategy is based on developing complementary crushing activities
and branded food products manufacturing activities. Following the Argentine
peso devaluation of 2001, the company increased its focus on foreign
markets, consolidating various export-oriented businesses and expanding its
crushing and merchandising activities. Importantly, Molinos recently
completed the construction of a port at its San Lorenzo facility and the
expansion of the crushing plant, which tripled capacity at the facility from
6,000 tons/day to 18,000 tons/day. This US$110 million project has
strengthened the company's position as one of the largest world players in
soybean crushing. Over the next few years, exports should continue to grow
strongly as a result of the large expansion of the San Lorenzo plant and, to
a lesser degree, from higher regional exports of branded foods. Sales of
branded foods in the domestic market should continue to increase gradually
in line with the recovery of private consumption in Argentina.
During 2005, revenues declined by 6%, driven by lower prices of oilseeds,
which offset an increase in sales of branded products. Notwithstanding,
margins recovered from 2004 across the company's oilseed-crushing activities
and in branded products, translating into higher EBITDA for year. During
the six months ended June 30, 2006 revenues grew by 65% driven by the
capacity expansion of the San Lorenzo plant. Exports grew by 94% compared
to the first six months of 2006. Consolidated profit margins, however, were
affected. While Molinos' business reorientation to oilseed crushing
activities has boosted dollar revenues, volatility has increased and margins
have declined.
The company's leverage is high as it requires important levels of working
capital to fund inventory purchases and carryover. Short-term debt is
seasonal and increases substantially during the April-June soybean harvest
due to peak oilseed purchases. At June 30, 2006 total debt reached US$392
million, an increase from US$377 million at Dec. 31, 2005 that followed
higher inventories related to the large increase of capacity at San Lorenzo.
The vast majority of Molinos' debt is dollar denominated.
At June 30, 2006, 78% of the debt was due in the short term (largely pre
export financing). The debt was composed as:
-- US$7 million of outstanding balance on Molino's Senior
Export Notes (paid-out in its entirety last October 2006),
-- US$332 million of pre export financing and
-- US$49 million in loans with local and foreign banks.
Credit analysis for agricultural processors and merchandisers considers
leverage ratios that exclude short-term debt used to finance readily
marketable inventories or RMIs that are hedged against price risk. Fitch
also reclassifies the interest expense on short-term debt that finances RMIs
as cost of goods sold when calculating adjusted EBITDA-to-interest coverage
ratios. At June 30, 2006, the ratio of consolidated net debt (adjusted for
RMIs) was 1.5x compared to 2.2x at Dec. 31, 2005. The balance of cash and
marketable securities reached $30 million, which, added to US$280 million of
RMIs, provided the company with adequate liquidity to meet short-term debt
requirements.
Over the past several years, the company has been able to fund capital
expenditures with internal cash flow. Capital expenditures, including
acquisitions, reached US$70 million in 2005 and US$75 million in 2004. This
is an important increase from US$13 million and US$10 million in 2003 and
2002, respectively, due to the completion of the San Lorenzo project over
the past two years. Over the next few years, annual capital expenditures
should reach more moderate levels of around US$40 million-US$50 million.
Molinos is Argentina's largest food producer and one of the largest and
exporters of oilseed oil, as well as the country's largest exporter of
bottled oil. The company is also Argentina's largest manufacturer of
branded food products. Molinos produces a wide range of packaged foods for
domestic consumption, including bottled oil, margarine, pasta, premixes,
packaged flour, yerba mate, rice, cold cuts and frozen foods. In 2005
revenues reached US$913 million, of which 64% were exports. Oilseed crushing
activities accounted for 55% of total revenues. The company's controlling
shareholder is the Perez Companc family with a 63.7% equity stake. The
remaining shares trade publicly in the Buenos Aires stock market.
FREESCALE: Firestone Commences Offer of US$4.35B Senior Notes
-------------------------------------------------------------
Freescale Semiconductor, Inc., disclosed that Firestone Acquisition Corp.
intends to offer an aggregate of US$4.35 billion principal amount of senior
notes, comprised of floating rate notes, fixed rate notes and PIK-election
notes, and US$1.6 billion of senior subordinated notes. The consummation of
the notes offerings is subject to market and other conditions including,
without limitation, the closing of the merger.
Firestone was formed in connection with Freescale's agreement to merge with
an entity controlled by affiliates of a private equity consortium led by The
Blackstone Group and including The Carlyle Group, Permira and Texas Pacific
Group. Firestone will issue the notes. Freescale will assume all of the
obligations under the notes upon consummation of the merger. The net
proceeds from the offering of the notes, together with other financing
sources, will be used to consummate the merger and related transactions.
The notes will not be registered under the Securities Act of 1933, as
amended, and, unless so registered, may not be offered or sold in the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and other applicable securities laws.
Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.
Freescale Semiconductor became a publicly traded company in July
2004. The company has design, research and development,
manufacturing or sales operations in more than 30 countries. In
Latin America, Freescale Semiconductor has operations in
Argentina, Brazil and Mexico.
* * *
Freescale Semiconductor's 7-1/8% Senior Notes due 2014 carry
Moody's Investors Service's Ba1 rating.
As reported in the Troubled Company Reporter on Sept. 26, 2006,
Fitch downgraded Freescale Semiconductor Inc.'s Issuer Default
Rating, senior unsecured notes, and senior unsecured bank credit
facility to 'BB+' from 'BBB-' following the company's
confirmation that it has entered into a definitive agreement to
be purchased by a consortium of private equity firms for
US$17.6 billion, the largest ever technology leveraged buy-out.
FREESCALE SEMICONDUCTOR: Moody's Assigns Ba3 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has assigned Freescale Semiconductor, Inc. a
corporate family rating of Ba3 and a speculative grade liquidity rating of
SGL-1.
A shareholder meeting has been scheduled for Nov. 13, 2006, to vote on the
company's proposed acquisition, which is expected to close by the end of
November 2006. Subsequent to transaction closing, Moody's will withdraw the
Ba1 ratings on the former Freescale's corporate family and senior unsecured
notes, and conclude the review for possible downgrade given the likelihood
that following the planned buyout, the former Freescale will have
substantially tendered all of the US$850 million existing senior notes. Any
remaining stub notes would likely be lowered to B1.
At the same time, Moody's has also assigned a provisional (P)Baa3 rating to
the prospective US$4.25 billion of secured bank credit facilities; a
provisional (P)B1 rating to the prospective US$4.35 billion of senior
unsecured notes; and a provisional (P)B2 rating to the prospective US$1.6
billion of senior subordinated notes. The ratings reflect both the overall
probability of default of the company under Moody's LGD framework, to which
Moody's assigns a PDR of Ba3, and a loss-given-default of LGD-2 for the
prospective secured bank credit facilities, LGD-4 for the prospective senior
unsecured notes and LGD-6 for the prospective senior subordinated notes.
The ratings outlook is stable.
The new debt is being issued to finance Freescale's US$19.05 billion
leveraged buyout (US$17.6 billion excluding fees, expenses and debt
repayment) by a consortium of private equity investors. Net proceeds from
the debt issuance together with US$7.1 billion of new equity from
Blackstone, Carlyle, Permira and TPG, plus US$2.5 billion of cash will be
used to fund the acquisition, which has received board approval. The
assigned ratings assume receipt of shareholder approval, that there will be
no material variations from the draft legal documentation reviewed by
Moody's and that the agreements are legally valid, binding and enforceable.
Upon receipt and review of final documentation, the provisional ratings will
be affirmed.
The Ba3 corporate family rating reflects Moody's belief that Freescale's
diversified revenue base, non-exposure to commoditized semiconductor product
segments, and strategic use of internal and external foundries which enable
the company to respond quickly to demand shifts and sustain high asset
utilization levels, collectively contribute to relatively lower earnings
volatility. Although its business areas are subject to strong competition
and credit metrics may point to a lower CFR, the rating is bolstered by:
(i) the company's leading market and incumbency positions
through a wide range of end markets, products and
customers;
(ii) Moody's expectations that Freescale will maintain good
defensibility of its business positions by virtue of the
depth and breadth of its technology;
(iii) its design and manufacturing capabilities;
(iv) operating efficiency improvements and strong management
execution since its July 2004 separation from Motorola;
(v) high stable-to-improving gross margins, solid operating
earnings and track record of free cash flow generation,
which facilitates debt reduction over the near-to-medium
term; and
(vi) positive efforts toward expanding and diversifying the
wireless segment's product offering and customer base.
The rating also reflects Freescale's relatively high pro forma leverage
approximating 5.1x (on a modified basis), reduced financial flexibility and
modest interest coverage ratio following the recapitalization. The rating,
which captures Freescale's limited track record as a standalone company, is
constrained by the lack of historical performance during an industry
downturn, which Moody's believes is helpful in assessing the magnitude of
profitability and free cash flow shortfalls in down cycles.
This concern is further magnified by the company's elevated leverage
following the LBO. The Ba3 rating also factors:
(i) the concentration of sales to Motorola, primarily in the
wireless product segment (representing 70% of the
wireless segment's revenues and roughly 25% of total
company revenues);
(ii) historically modest top-line revenue growth;
(iii) customer concentration; and
(iv) rising capital expenditures.
Upward rating pressure is also constrained by the high operating and
technology risk associated with leading edge semiconductor design and
manufacturing as well as the cyclicality and volatility inherent to the
semiconductor sector.
The stable outlook reflects Moody's expectation of improving revenue growth
in conjunction with higher margins via cost improvement measures. The
current ratings and outlook incorporate modest acquisition spending and
limited equity investments and dividend payments. Moody's expects the
company to maintain solid levels of free cash flow after internally funding
capital expenditures and working capital requirements, which is expected to
be applied towards debt reduction.
The (P)Baa3 rating assigned to the senior secured bank credit facilities,
reflecting a LGD-2 loss-given-default assessment, is three notches higher
than the CFR to reflect the senior position of the secured debt in the
company's debt structure and the protection provided by the collateral
package. The revolver and term loan facilities, which benefit from the same
collateral package, will be secured by a first priority lien on
substantially all tangible and intangible assets, 100% stock of each
wholly-owned domestic subsidiary and 65% stock of each material foreign
subsidiary. The bank credit facilities benefit from secured guarantees from
the borrower's wholly-owned domestic subsidiaries and parent company.
The (P)B1 rating (LGD-4) on the senior unsecured notes is notched four
levels below the secured debt rating to reflect the contractual
subordination of this debt to the claim of the secured debt. The (P)B2
rating (LGD-6) on the senior subordinated notes reflects the extremely low
level of tangible asset protection available and the possibility that this
junior class of creditors would not likely recover all principal in the
event of distress. The senior and senior subordinated notes are guaranteed
on an unsecured basis; however the guarantee on the senior subordinated
notes is junior to the guarantee on the senior unsecured notes.
These ratings and assessments were assigned:
-- Corporate Family Rating (New): Ba3;
-- Probability of Default Rating: Ba3
-- US$750 Million Senior Secured Revolving Credit Facility
due 2012: (P)Baa3 (LGD-2, 16%);
-- US$3.50 Billion Senior Secured Term Loan B Facility due
2013: (P)Baa3 (LGD-2, 16%);
-- US$2.85 Billion Senior Unsecured Notes due 2014: (P)B1
(LGD-4, 63%);
-- US$1.50 Billion Senior Unsecured Toggle Notes due 2014:
(P)B1 (LGD-4, 63%);
-- US$1.60 Billion Senior Subordinated Unsecured Notes due
2016: (P)B2 (LGD-6, 91%); and
-- Speculative Grade Liquidity Rating: SGL-1.
These ratings will be withdrawn upon closing of the acquisition:
-- Corporate Family Rating (Old): Ba1; and
-- US$850 Million Senior Unsecured Guaranteed Notes due
2011 and 2014: Ba1.
Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.
Freescale Semiconductor became a publicly traded company in July
2004. The company has design, research and development,
manufacturing or sales operations in more than 30 countries. In
Latin America, Freescale Semiconductor has operations in
Argentina, Brazil and Mexico.
FREESCALE: Leveraged Buyout News Prompts S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has kept its ratings,
including the 'BB+' corporate credit rating, on Austin, Texas-based
Freescale Semiconductor Inc. on CreditWatch with negative implications,
where they were placed on Sept. 11, 2006, following the company's
announcement that it was considering a business transaction, later confirmed
as a leveraged buyout.
"We have determined the rating actions that will be taken upon the
completion of the financing that will facilitate the acquisition of
Freescale by the consortium, expected to be in the near term," said Standard
& Poor's credit analyst Bruce Hyman. The anticipated rating actions reflect
the pending LBO, which will materially increase debt leverage while
substantially reducing liquidity and free cash flows.
The corporate credit rating will be lowered to 'BB-' with a negative
outlook, and a 'BB' rating will be assigned to the company's senior secured
bank loan package with a '1' recovery rating. Freescale's US$4.25 billion
senior secured bank facility will consist of a US$3.5 billion senior secured
term loan and a US$750 million revolving credit agreement. The term loan
and credit facility will be rated 'BB', one notch higher than the corporate
credit rating, with a recovery rating of '1', indicating an expectation of
full recovery of principal in the event of a payment default. The senior
fixed-rate, senior toggle, senior unsecured floating rate, and senior
subordinated notes will all be rated 'B'; the 'BB+' rating on the existing
senior unsecured notes will be withdrawn.
The anticipated post-LBO ratings on Freescale reflect the company's
near-investment grade business profile, enabling a leverage profile that is
high for the rating level. The business profile reflects the company's
strong position in its industry and improving cost structure, offset by
substantial customer concentration in a cyclical, capital-intensive
marketplace. Debt leverage will be high, about 5.6x trailing four quarters'
adjusted EBITDA, treating pensions, postretirement benefits and capitalized
operating leases as debt, with an adequate initial cash balance around
US$600 million. The planned ratings anticipate that free cash flows should
enable the company to deleverage moderately over the intermediate term.
Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.
Freescale Semiconductor became a publicly traded company in July
2004. The company has design, research and development,
manufacturing or sales operations in more than 30 countries. In
Latin America, Freescale Semiconductor has operations in
Argentina, Brazil and Mexico.
PESQUERA GALFRIO: claims Verification Deadline Is on Nov. 28
------------------------------------------------------------
Estudio de Sindicos Ferrari Jewkes Perez y Asociados, the court-appointed
trustee for Pesquera Galfrio SA's reorganization proceeding, will verify
creditors' proofs of claim until
Nov. 28, 2006.
Estudio de Sindicos will present the validated claims in court as individual
reports on Feb. 13, 2007. Court No. 14 in Buenos Aires will determine if
the verified claims are admissible, taking into account the trustee's
opinion and the objections and challenges raised by Pesquera Galfrio and its
creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
A general report that contains an audit of Pesquera Galfrio's accounting and
banking records will follow on March 27, 2007.
On Sept. 6, 2007, Pesquera Galfrio's creditors will vote on a settlement
plan that the company will lay on the table.
Clerk No. 27 assists the court in the case.
The debtor can be reached at:
Pesquera Galfrio SA
Avenida Julio A. Roca 610
Buenos Aires, Argentina
The trustee can be reached at:
Estudio de Sindicos Ferrari Jewkes Perez y Asociados
Viamonte 1653
Buenos Aires, Argentina
TELEFONICA DE ARGENTINA: Gov't Intervention Ends Foetra Strike
--------------------------------------------------------------
The Argentine government's intervention has helped end a 36-day strike
Foetra -- the local telecom workers' union -- staged against Telefonica de
Argentina, Telam reports.
Business News Americas relates that Telefonica de Argentina and Foetra had
been in a labor dispute. Foetra had been pushing for almost 2,000
outsourced workers to be given status as Foetra members, rather than members
of Uocra, the Argentine construction workers' union. The outsourced
personnel work mainly on expansion of Telefonica de Argentina's network
infrastructure. During the labor conflict Telefonica de Argentina
temporarily shut down a number of its commercial offices. Several client
services were suspended.
BNamericas underscores that Foetra, the Argentine labor ministry and
Telefonica de Argentina agreed to negotiate a new collective accord over the
next twelve months. Talks would also include special provisions for
outsourced personnel.
Telefonica de Argentina will pay 70% of the strikers' wages for the time
they were involved in the dispute, BNamericas states.
Headquartered in Buenos Aires, Argentina, Telefonica de Argentina SA --
http://www.telefonica.com.ar/-- provides telecommunication services, which
include telephony business both in Spain and Latin America, mobile
communications businesses, directories and guides businesses, Internet, data
and corporate services, audiovisual production and broadcasting, broadband
and Business-to-Business e-commerce activities.
* * *
Moody's Investors Service upgraded on May 27, 2006, the ratings on
Telefonica de Argentina, SA's Corporate Family Rating (foreign currency) to
B2 from B3 with stable outlook; Foreign currency issuer rating to B2 from B3
with stable outlook; and Senior Unsecured Rating (foreign currency) to B2
from B3 with stable outlook.
TRANSPORTADORA DE GAS: Posts ARS273-Mil. Nine-Month Net Profit
--------------------------------------------------------------
Transportadora de Gas del Sur SA's consolidated net profit increased 30.5%
to ARS273 million in the first nine months of 2006, compared with the same
period of 2005, Business News Americas reports.
BNamericas relates that Transportadora de Gas said the increase in net
profit was due to the bottom line increase to higher production, resulting
from improved performance of its natural gas liquid production and sales
segment.
Transportadora de Gas said in a statement that its net sales rose 30.3% to
ARS959 million in the first nine months of 2006, compared with the first
nine months of 2005. Meanwhile, its operating profit grew 40.4% to ARS431
million.
Transportadora de Gas' ethanol sales in the first nine months of 2006
increased 13% to 280,500 tons, compared with the same period of last year.
Its propane and butane sales rose 20% to 385,800 tons and natural gasoline
sales grew 19.5% to 79,100 tons, BNamericas states.
Headquartered in Buenos Aires, Argentina, Transportadora de Gas del Sur
SA -- http://www.tgs.com.ar-- is a transporter of natural gas; having a
7,419-kilometer (4,610 miles) pipeline system with a firm contracted
capacity of 62.5 million cubic meters per day (MMm3/d) with an installed
power of 538.220 horsepower. Substantially all of Transportadora de Gas'
capacity is subscribed for under firm long-term transportation contracts.
Transportadora de Gas is also a processor of natural gas and marketer of
natural gas liquids in Argentina. The company operates the General Cerri
gas processing complex and the associated Galvan loading and storage
facility in Bahia Blanca in the Buenos Aires Province (the Cerri Complex)
where natural gas liquids are separated from gas transported through the
Company's pipeline system and stored for delivery. Transportadora de Gas is
engaged in midstream activities and the provision of telecommunication
services in Argentina. The company operates the largest pipeline
transmission system in Argentina, which accounts for roughly 60% of the
country's total natural gas consumption.
* * *
As reported on April 27, 2006, Fitch made rating changes to Transportadora
de Gas del Sur SA in conjunction with the roll out of Issuer Default Ratings
and Recovery Ratings for Latin America Corporates:
Foreign Currency
-- Previous Rating: 'B-'
-- New RR: 'B', Rating Outlook Stable
Local Currency
-- Previous Rating: 'B-'
-- New RR: 'B', Rating Outlook Stable
US$614 million, Senior Unsecured Notes due 2010 and 2013
-- Previous Rating: 'B-'
-- New IDR: 'B/RR4'
* ARGENTINA: Signing Accord to Repay US$960MM in Debts to Spain
---------------------------------------------------------------
The Argentine government will repay US$960 million in debt to Spain by 2012,
Bloomberg News reports, citing Trinidad Jimenez, Spain's Secretary of State
for Ibero-America.
"Before Dec. 1, Argentina and Spain will sign an accord to let Argentina pay
its debt by 2012," the Spanish Secretary of State was quoted by Bloomberg as
saying in a press conference in Montevideo, Uruguay, during the summit of
Ibero-American leaders. "The contents of the accord will be known by
December."
Argentina borrowed from Spain US$960 million during the South American
country's crisis in 2001, before the government's default on US$95 billion
in debts and about US$6 billion in loans from European countries.
* * *
As reported on Oct. 4, 2006, Standard & Poor's Ratings Services raised its
long-term local and foreign currency credit rating on the Republic of
Argentina to 'B+' from 'B'. Standard & Poor's also affirmed its 'B'
short-term ratings on The Republic of Argentina. S&P said the ratings
outlook is stable.
=============
B A H A M A S
=============
COMPLETE RETREATS: Wants to Walk Away from 14 Contracts & Leases
----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut
to reject, effective Sept. 30, 2006, fourteen executory contracts and
unexpired leases for the use, sale or lease of certain assets or real
property with these counterparties:
* Gateway Realty, LLC,
* Scott A. Boyd,
* MR No. 5, LLC, predecessor-in-interest to Murphy
Properties,
* 7575 E. Redfield, L.L.C.,
* Alpine Bank, Aspen Branch,
* SF101, LLC,
* SF201, LLC,
* Thurman Family Trust,
* Lawrence J. Nasella,
* Kenneth E. Moore,
* Five Star Destinations Company,
* Audi of North Scottsdale, and
* UAG Fairfield CM, LLC.
The Debtors also ask the Court to:
(a) require claims arising from the rejection of the Rejected
Agreements to be filed within 30 days from the date the
Court grants their Rejection Motion; and
(b) require all non-Debtor counterparties to return any
amounts remaining after applying any security deposits,
amounts held in escrow, or similar funds to any
prepetition arrearages or delinquencies relating to the
Rejected Agreements.
The Debtors assert that they have exited the properties related
to the Rejected Agreements on or about Sept. 30, 2006. The
Debtors do not believe that the Rejected Agreements could be
assigned for any meaningful value or that the Agreements provide
any other potential value to their estates.
Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut, tells the
Court that the Debtors would owe approximately US$4,200,000, plus certain
additional expenses and taxes, if the Agreements are not rejected.
Mr. Daman assures the Court that the Debtors intend to pay, or
have already paid, all non-Debtor parties to the Rejected
Agreements amounts due up to Sept. 30, 2006.
About Complete Retreats
Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998. Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.
Destination club members pay up-front membership deposits,
annual dues, and daily usage fees. In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.
Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306). Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts. Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor. When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000. (Complete Retreats Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).
COMPLETE RETREATS: U.S. Trustee Balks at Donlin Recano Retention
----------------------------------------------------------------
The United States Trustee for Region 2 opposes the employment of
Donlin, Recano & Company Inc. as Complete Retreats LLC and its
debtor-affiliates' claims, notice, and balloting agent to the
extent that the Debtors propose to continue to pay Donlin for its services
in the event the Debtors' cases are converted under
Chapter 7 of the Bankruptcy Code.
B. Amon James, Assistant United States Trustee, relates that to
the extent the Debtors' cases are converted to Chapter 7, the
Chapter 7 Trustee that has been entrusted with the responsibility of
administering the cases should determine what administrative expenses he or
she wishes to incur. The Debtors, who are no longer in possession at that
point, should not be authorized to impose their will concerning the
administration of the estate on the will of the Chapter 7 Trustee.
The U.S. Trustee also objects to provision in the Debtors'
Application, which states that "in no event shall [Donlin Recano] be liable
for loss of business or other consequential damages even if [Donlin Recano]
has been advised of the possibility of such damages." The U.S. Trustee
asserts that it may be intended to shield Donlin from liability for any
claims that might be asserted against it as a result of services provided in
the bankruptcy proceeding, even to the extent that those claims arise from
Donlin's willful, malicious, fraudulent, or grossly negligent conduct.
The U.S. Trustee further opposes the Debtors' Application to the
extent that her representatives are denied the right to review
Donlin's monthly invoices to determine if the fees and expenses
paid by the Debtors are reasonable.
As reported in the Troubled Company Reporter on Oct. 11, 2006, the Debtors
sought to employ Donlin Recano as their claims, notice, and balloting agent,
nunc pro tunc to Sept. 27, 2006.
The Debtors have more than 5,000 creditors and other potential
parties-in-interest. The Debtors believe that the Bankruptcy
Clerk's Office is not equipped to (i) distribute notices, (ii)
process all of the proofs of claim filed in the Chapter 11 cases, and (iii)
assist in the balloting process.
According to Holly Felder Etlin, the Debtors' chief restructuring officer,
Donlin Recano was chosen based on its experience and the competitiveness of
its fees. Ms. Etlin noted that Donlin Recano has provided identical or
substantially similar services that the Debtors seek from it in other large
Chapter 11 cases.
As the Debtors' claims, notice, and balloting agent, Donlin
Recano will:
(a) design, maintain, and administer a claims database;
(b) provide copy and notice service consistent with the
applicable local bankruptcy rules;
(c) file with the Bankruptcy Clerk an affidavit or
certificate of service that includes a copy of the
notice, a list of persons to whom it was mailed, and the
date the notice was mailed;
(d) docket all claims received, maintain the official claims
registers for each of the Debtors, and provide the Clerk
with certified duplicate unofficial Claims Registers on a
monthly basis, unless otherwise directed;
(e) specify for each claim docketed in the applicable Claims
Register:
* the claim number assigned,
* the date received,
* the claimant's name and address or that of the agent
who filed the claim,
* the filed claim amount, if liquidated, and
* the classification of the claim;
(f) record and provide notices of all claims transfers as
required by Rule 3001 of the Federal Rules of Bankruptcy
Procedure;
(g) make changes in the Claims Register pursuant to an order
of the Court;
(h) turn over to the Clerk copies of the Claims Registers for
the Clerk's review upon completion of the docketing
process for all claims received to date by the Clerk's
office;
(i) maintain the Claims Register for public examination
without charge during regular business hours;
(j) maintain the official mailing list for each Debtor of all
entities that have filed a proof of claim and make the
list available to parties-in-interest or the Clerk upon
their request;
(k) assist with, among other things, solicitation,
calculation, and tabulation of votes and distribution;
and
(l) provide and maintain a web site where parties can view
the claims filed, status of claims, and pleadings or
other documents filed with the Court by the Debtors;
(m) box and transport all original documents in proper
format, as provided by the Clerk's office, to the Federal
Records Center at the close of the Debtors' bankruptcy
cases.
The Debtors will pay for Donlin Recano's consulting services at
these hourly rates:
Professional Hourly Rate
------------ -----------
Principals US$250
Sr. Bankruptcy Consultant/Attorneys US$170 to US$230
Bankruptcy Analysts US$130 to US$155
Programming Consultants US$135
Case Administrators US$65
Data Encoders US$35
The Debtors asked the Court to treat Donlin Recano's fees and
expenses as an administrative expense of their estates. The
Debtors further asked the Court for permission to pay Donlin
Recano's fees and expenses in the ordinary course of business
without the need for Donlin Recano to seek the Court's approval
of its fees and expenses.
Donlin Recano will maintain records of all services provided to
the Debtors, showing dates, categories of services, fees charged, and
expenses incurred and that it will serve monthly invoices on the counsel of
the Official Committee of Unsecured Creditors and any other official
committees that may be appointed in the Debtors' Chapter 11 cases.
In the event the Debtors' cases are converted to cases under
Chapter 7 of the Bankruptcy Code, the Debtors sought the Court's
permission to continue to pay Donlin Recano for its services
until the claims filed in the cases have been completely
processed. Moreover, if claims agent representation is necessary in the
converted Chapter 7 cases, the Debtors asked to continue paying Donlin
Recano's fees and expenses in accordance with Section 156(c).
Louis A. Recano, a principal of Donlin, Recano & Company, Inc.,
assured the Court that his firm neither holds nor represents any
interest adverse to the Debtors' respective estates on matters
for which it is to be employed and that it has no prior
connection with the Debtors. Donlin Recano is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, Mr. Recano said.
About Complete Retreats
Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998. Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.
Destination club members pay up-front membership deposits,
annual dues, and daily usage fees. In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.
Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306). Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts. Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor. When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000. (Complete Retreats Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).
ISLE OF CAPRI: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Isle of Capri
Casinos Inc., including its 'BB-' corporate credit rating.
At the same time, Standard & Poor's removed the ratings from CreditWatch
where they were placed on Oct. 4, 2006, with negative implications. The
outlook is stable.
The affirmation follows our review of the company's growth plans following
pressure by certain shareholders for management to pursue equity
alternatives to support the company's future growth. It is our assessment
that these pressures will not result in a meaningful financial policy shift.
"It is our expectation that existing planned debt-funded capital spending
projects during the next two years will result in weaker debt leverage.
However, upon completion of spending plans, we expect Isle's credit measures
to improve and be maintained at levels consistent with current ratings,"
said Standard & Poor's credit analyst Peggy Hwan Hebard.
While rating upside potential is limited in the intermediate term, if
operating performance during the next two years is lower than expected
causing leverage to peak higher than originally anticipated, downside
pressure on ratings is possible.
Based in Biloxi, Miss., Isle of Capri Casinos, Inc. (Nasdaq:
ISLE) -- http://www.islecorp.com/-- a developer and owner of
gaming and entertainment facilities, operates 16 casinos in 14
locations. The Company owns and operates riverboat and dockside
casinos in Biloxi, Vicksburg, Lula and Natchez, Miss.; Bossier
City and Lake Charles (two riverboats), La.; Bettendorf,
Davenport and Marquette, Iowa; and Kansas City and Boonville,
Mo. The Company also owns a 57% interest in and operates land-
based casinos in Black Hawk (two casinos) and Cripple Creek,
Colorado. Isle of Capri's international gaming interests
include a casino that it operates in Freeport, Grand Bahamas, and a 2/3
ownership interest in casinos in Dudley, Walsal and
Wolverhampton, England. The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Fla.
===========
B E L I Z E
===========
ANDREW CORP: Posts US$59.7MM Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Andrew Corp. reported total sales of US$599 million for its
fourth quarter ended Sept. 30, 2006, an increase of 16% compared
to US$518 million in the prior year quarter.
In the fourth quarter 2006, wireless infrastructure sales
increased 16% versus the prior year quarter and included the
US$23.7 million sales from the acquisition of Precision Antennas
Ltd. in April 2006. Satellite Communications sales increased 2%
versus the prior year quarter.
In the fourth quarter of fiscal 2006 the Company recorded a net
loss of US$59.7 million compared to net income of US$7.5 million in the year
ago quarter. The company recorded a non-cash charge in the fourth quarter
to provide a full valuation allowance of
US$83.4 million on its U.S. deferred tax assets.
"Recording this non-cash charge is based upon our assessment of
the accounting rules related to valuation allowances, and is not a
reflection of our future global business prospects," Ralph Faison, president
and chief executive officer, said. "We are currently analyzing a number of
strategies that may enable us to utilize a greater portion of these
underlying U.S. tax benefits prior to their expiration, and realize more of
their cash value."
The fourth quarter net loss also included US$4.7 million related to
intangible amortization; US$5 million related to restructuring activities;
US$10.3 million of expenses associated with the termination of the proposed
ADC merger; an impairment charge on capitalized software of US$3.9 million;
filter product line transition costs of US$3.8 million; a gain of US$2.6
million for repatriation benefit; a gain on the sale of land at the
Company's Orland Park facility of US$9 million; and a gain on the
termination of the former Allen Telecom pension plan of US$14.2 million.
Gross margin for the fourth quarter of fiscal 2006 was 22.6%,
compared with 22.1% in the prior quarter and 22.4% in the prior
year quarter. Excluding a US$3.8 million charge related to the
previously announced restructuring of the filter product supply
chain, gross margin in the current quarter was 23.2%.
Operating income for the fourth quarter was US$35 million or 5.9% of sales
compared to US$22 million or 4.3% of sales in the prior year quarter.
Fiscal 2006 Results
Fiscal 2006 sales increased 9% to US$2.15 billion. Wireless
infrastructure sales, including US$39 million from the acquisition of
Precision Antennas Ltd., increased 11% versus the prior year. Satellite
communication sales decreased by 13%. Total orders increased by 13%, and
backlog at fiscal year end was 14% higher than a year ago.
Gross margin for fiscal 2006 was 22.1%, a decrease of 20 basis
points from the prior year.
Operating income for fiscal 2006 was US$83 million or 3.9% of sales compared
to US$78 million or 4% of sales in the prior year. Including the non-cash
charge to provide a full valuation
allowance of US$83.4 million on the Company's U.S. deferred tax
assets, a net loss of US$34 million was recorded for the year
compared to net income of US$39 million for the prior year.
Balance Sheet and Cash Flow Highlights
Cash and cash equivalents were US$170 million at Sept. 30, 2006,
compared to US$116 million at June 30, 2006 and US$189 million at Sept. 30,
2005.
Total debt outstanding and debt to capital were US$346 million and 18.7% at
Sept. 30, 2006, compared to US$302 million and 16.1% at June 30, 2006 and
US$303 million and 16.3% at
Sept. 30, 2005. Debt increased during the quarter due to working capital
funding for foreign operations and foreign acquisitions and the recognition
of a US$25 million lease obligation resulting from the classification of the
Company's new Joliet facility, currently under construction, as a
capitalized lease.
Cash flow from operations was US$56.1 million for the fourth
quarter, compared to cash flow from operations of US$24.5 million in the
prior quarter and cash flow from operations of US$45.9 million in the prior
year quarter. Capital expenditures were US$20.2 million for the fourth
quarter, compared to US$17.7 million in the prior quarter and US$17.7
million in the prior year quarter.
For the full year, cash flow from operations was US$92.3 million
compared to cash flow from operations in the prior year of
US$89.4 million. Capital expenditures were US$71.0 million, or 3.3% of
sales, for the full year compared to US$66.4 million, or 3.4% of sales, in
fiscal year 2005.
Fiscal 2007 Outlook
For the fiscal year 2007, the Company anticipates sales to range
from US$2.25 billion to US$2.375 billion, excluding any further
significant rationalization of product lines or significant
acquisitions.
It anticipates that total intangible amortization will be
approximately US$15 million in fiscal 2007 compared to US$19 million in
fiscal 2006 and reported tax rate to be in the range of 35% to 37%. Average
diluted shares outstanding are anticipated to be approximately 175 million
due to the accounting effect of outstanding convertible debt.
Headquartered in Westchester, Illinois, Andrew Corp. (NASDAQ:ANDW) --
http://www.andrew.com/-- designs, manufactures
and delivers equipment and solutions for the global communications
infrastructure market. The company serves operators and original equipment
manufacturers from facilities in 35 countries including, among others, these
Latin American countries: Argentina, Bahamas, Belize, Barbados, Bermuda and
Brazil. Andrew is an S&P 500 company Founded in 1937.
* * *
As reported in the Troubled Company Reporter, Standard & Poor's
Ratings Services revised its CreditWatch implications on Andrew
Corp. to negative from developing. The 'BB' corporate credit
rating and other ratings on the company were placed on Credit Watch
developing on Aug. 7, 2006.
ANDREW CORP: Simplifying Price Structure for Cable Products
-----------------------------------------------------------
Andrew Corp. will implement a simplified pricing structure for all cable
products.
Effective Jan. 1, 2007, Andrew will eliminate standalone surcharges and
adjust list prices to reflect fluctuating costs of raw materials, especially
copper, that are used in manufacturing Andrew's HELIAX(r) and RADIAX cable
and related products. Prices will be adjusted quarterly, as necessary.
Andrew began applying surcharges on its cable products in April 2006 to
partially offset the ongoing, dramatic rise in raw material costs.
Effective Jan. 1, surcharges instead will be included in the adjusted
prices. On average, however, the new price structure is expected to have
little or no impact on current net pricing paid by customers.
"This new structure will simplify pricing of cable products for Andrew
customers, and is in direct response to our customers' feedback regarding
standalone surcharges," said John DeSana, group president, Antenna and Cable
Products Segment, Andrew Corporation. "We remain committed to
cost-effectively providing the world's highest quality and performance in
cable products, including a simplified pricing plan and new options such as
our recently introduced aluminum cable products."
Headquartered in Westchester, Illinois, Andrew Corp. (NASDAQ: ANDW) --
http://www.andrew.com/-- designs, manufactures and delivers innovative and
essential equipment and solutions for the global communications
infrastructure market. The company serves operators and original equipment
manufacturers from facilities in 35 countries including, among others, these
Latin American countries: Argentina, Bahamas, Belize, Barbados, Bermuda and
Brazil. Andrew is an S&P 500 company Founded in 1937.
* * *
As reported in yesterday's Troubled Company Reporter, Standard &
Poor's Ratings Services revised its CreditWatch implications on
Andrew Corp. to negative from developing. The 'BB' corporate credit rating
and other ratings on the company were placed on CreditWatch developing on
Aug. 7, 2006.
=============
B E R M U D A
=============
CASCADE INSURANCE: Claims Filing Deadline Is Set for Nov. 15
------------------------------------------------------------
Cascade Insurance Company Ltd.'s creditors are given until
Nov. 15, 2006, to prove their claims to Robin J. Mayor, the company's
liquidator, or be excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.
A final general meeting will be held at the liquidator's place
of business on Dec. 7, 2006, at 9:30 p.m., or as soon as
possible.
Cascade Insurance's shareholders will determine during the meeting, through
a resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.
Cascade Insurance's shareholders agreed on Oct. 27, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Robin J. Mayor
Messrs. Conyers Dill & Pearman
Clarendon House, Church Street
Hamilton, Bermuda
CHINA HEARTLAND: Last Day to File Proofs of Claim Is on Nov. 15
---------------------------------------------------------------
China Heartland Fund Ltd.'s creditors are given until
Nov. 15, 2006, to prove their claims to Mike Morrison and Charles Thresh,
the company's liquidators, or be excluded from receiving any distribution or
payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.
China Heartland's shareholders agreed on Oct. 26, 2006, to place the company
into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidators can be reached at:
KPMG Financial Advisory Services Limited
Crown House, 4 Par-La-Ville Road
Hamilton, Bermuda
CITCO HOLDINGS: Creditors Must File Proofs of Claim by Nov. 17
--------------------------------------------------------------
Citco Holdings (Bermuda) Ltd.'s creditors are given until
Nov. 17, 2006, to prove their claims to Nicholas Hoskins, the company's
liquidator, or be excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.
A final general meeting will be held at the liquidator's place
of business on Nov. 23, 2006, at 11:00 a.m., or as soon as
possible.
Citco Holdings' shareholders will determine during the meeting, through a
resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.
Citco Holdings' shareholders agreed on Oct. 19, 2006, to place the company
into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Nicholas Hoskins
Chancery Hall, 52 Reid Street
Hamilton, Bermuda
COUTTS (BERMUDA): Proofs of Claim Filing Deadline Is on Nov. 16
---------------------------------------------------------------
Coutts (Bermuda) Ltd.'s creditors are given until Nov. 16, 2006, to prove
their claims to Peter Mitchell and Nigel Chatterjee, the company's
liquidators, or be excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.
Coutts (Bermuda)'s shareholders agreed on Oct. 18, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidators can be reached at:
Peter Mitchell
Nigel Chatterjee
PricewaterhouseCoopers
P.O. Box HM 1171
Hamilton, Bermuda
LAZARD LTD: Posts US$35 Million Third Quarter 2006 Net Income
-------------------------------------------------------------
Lazard Ltd.'s net income on a fully exchanged basis for the third quarter of
2006 decreased 32% to US$35.0 million or US$0.34 per share, from US$51.7
million or US$0.52 per share in the same period of 2005, RTTNews reports.
RTTNews relates that on average, six analysts surveyed by First Call/Thomson
Financial expected Lazard to earn US$0.46 per share for the third quarter of
2006.
Lazard's operating income dropped by 36% to US$49.19 million for the quarter
of 2006, compared with the US$77.3 million reported in the same period in
2005, RTTNews notes. Operating income is after interest expense and before
income taxes and minority interests.
RTTNews underscores that the operating revenue of Lazard for this year's
third quarter fell 15% to US$317.61 million, from US$374.26 million in the
same quarter last year. Operating revenue does not include interest expense
relating to financing activities and revenue relating to the consolidation
of LAM General Partnerships, each of which is included in net revenue.
Lazard's net revenue decreased 17% to US$297.51 million in the third quarter
of 2006, from US$356.90 million in the third quarter of 2005, RTTNews says.
Lazard told RTTNews that the decline in revenues and earnings were due to
lower number of M&A transactions closing in the third quarter of 2006 and
the comparison with unusually high 2005 third-quarter revenue.
RTTNews emphasizes that the net income of Lazard before exchange of
outstanding exchangeable interests for the first nine months of 2006 rose
32% to US$56.4 million or US$1.45 per share, compared with the income from
continuing operations of US$42.7 million or US$1.14 per share for the first
nine months of 2005.
Lazard's operating revenue for the first nine months of 2006 rose 11% to
US$1,079.6 million, from to US$969.9 million in the same period of 2005,
RTTNews states.
Lazard Ltd. -- http://www.lazard.com/-- one of the world's preeminent
financial advisory and asset management firms, operates from 29 cities
across 16 countries in North America, Europe, Asia, Australia and Brazil.
With origins dating back to 1848, the firm provides services including
mergers and acquisitions advice, asset management, and restructuring advice
to corporations, partnerships, institutions, governments, and individuals.
* * *
At June 30, 2006, Lazard's balance sheet showed US$2.1 billion in total
assets and US$2.8 billion in total liabilities, resulting in US$745 million
stockholders' deficit.
SEA CONTAINERS: Court Allows Payment of Employee Obligations
------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained permission from the
Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to continue paying in the ordinary course any and all prepetition
amounts relating to their employee obligations, with no payment to exceed
the statutory cap under Section 507(a)(4) and 507(a)(5).
Sea Containers Services, Ltd. is authorized, but not directed, to continue
to pay any unpaid prepetition monthly contribution
relating to the Employee Pension Schemes and the Pension
Allowance.
Specifically, the Debtors had asked the Court for permission to:
(a) pay all prepetition Employee wages and salaries;
(b) reimburse all prepetition Employee Business expenses;
(c) continue prepetition benefit programs;
(d) make all payments for which prepetition payroll
deductions were made;
(e) pay processing costs and administrative expenses relating
to the payments; and
(f) make payments to third parties incidental to the
payments.
The Debtors asked the Court to authorize, but not require, them to pay any
outstanding accrued and unpaid Employee Wages and
Benefits up to US$10,000 in the aggregate to any individual
Employee in the ordinary course of business, pursuant to Section
507(a)(4) of the Bankruptcy Code.
The Debtors also asked the Court to authorize and direct
applicable banks and other financial institutions to receive,
process, honor, and pay all prepetition checks and transfers drawn on their
payroll accounts to make the payments.
The Debtors' average aggregate monthly compensation over the past 12 months
for their Employees, including wages, salaries, and bonuses, is
approximately US$1,810,701.
The Debtors do not believe they owe any prepetition employee
salaries and wages because they processed their October payroll
just before filing for bankruptcy. But, the Debtors say, it is
possible that some Employees may not have been paid all of their
outstanding Prepetition Salaries because, among other reasons:
(a) some discrepancies may exist, which resolution may reveal
that additional amounts are owed to Employees;
(b) overtime and additional shifts may not have been
processed; or
(c) some payroll checks issued prepetition may not have been
presented or cleared as of the Petition Date.
The Debtors reimburse expenses incurred in the ordinary course of their
business on a monthly basis. These expenses include meal, travel, and other
business-related expenses. Some employees use corporate charge cards issued
by the Debtors. The Debtors believe that they have paid all outstanding
balances due in respect of the Reimbursable Expenses as of the Petition
Date.
The Debtors routinely deduct certain amounts from paychecks,
including, without limitation:
(a) garnishments, child support, and similar deductions;
(b) deductions for voluntary charitable contributions;
(c) deductions for employee contributions to pension schemes;
(d) private medical insurance; and
(e) other pre-tax and after-tax deductions payable pursuant
to certain Employee benefit plans.
The Debtors forward the deducted amounts to various third party
recipients. The Debtors believe that they have forwarded the
Deductions to the appropriate third party recipients.
The Debtors are also required by law to withhold from an
Employee's wages amounts related to, among other things, pay as
you earn income tax and Employees National Insurance Contribution for
remittance to the appropriate taxing authority.
The Debtors are also required by law to contribute an employer
portion from their own funds for NIC, based on a percentage of
gross payroll. The Debtors' Payroll Taxes, including both the
employee and employer portion, for U.K. fiscal tax year 2005 --
April 1, 2005 to March 31, 2006 -- were approximately
US$11,200,000. On average, the Debtors remit approximately
US$936,253 per month to the taxing authorities on account of
Payroll Taxes.
The Debtors believe that, as of the Petition Date, they have paid all
outstanding balances due in respect of the Payroll Taxes.
Employee Benefits
The Debtors provide their Employees, directly or indirectly, and
in the ordinary course of business, with a number of employee
benefits, including, but not limited to:
(a) private medical insurance,
(b) vacation, sick, holiday and leave pay, and
(c) miscellaneous other employee benefits.
The Debtors believe that as of the Petition Date, they have paid
all outstanding balances in respect of the Medical and Health
Coverage.
The total annual cost to the Debtors for paid time-off, paid sick leave, and
paid statutory public holidays is approximately
US$500,000.
Before the Debtors filed for bankruptcy, Sea Containers Services, Ltd.,
maintained several pension schemes for the benefit of its Employees. It
sponsors three active Employee Pension Schemes:
(1) the Sea Containers Group Stakeholder Pension Plan;
(2) the Sea Containers 1983 Pension Scheme; and
(3) the Sea Containers 1990 Pension Scheme.
Services is the principal participating employer under the 1983
Pension Scheme and 1990 Pension Scheme, while Sea Containers,
Ltd., is not a participating employer or sponsor of any of the
Employee Pension Scheme.
The annual cost under the 1983 Pension Scheme is approximately
US$3,617,665. Under the 1990 Pension Scheme, the current annual
contribution is US$13,572. The Sea Containers Group Stakeholder
Pension Plan is managed by Norwich Union.
Services believes it does not owe any outstanding amount under
the 1983 and 1990 Pension Schemes or the Sea Containers Group
Stakeholder Pension Plan.
Services also provides some Employees with a monthly pension
allowance for the Employee to invest into their own individual
pension scheme.
The Debtors believe that if they don't honor their prepetition
employee obligations, Employee morale and loyalty will be
jeopardized at a time when their employees' support is critical.
As for the Remittances, the Debtors and their Employees may face
legal action if payments are not made.
About Sea Containers
Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.
Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total debts. (Sea
Containers Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)
VCLP DOMESTIC: Creditors Must Submit Proofs of Claim by Nov. 20
---------------------------------------------------------------
VCLP Domestic Ltd.'s creditors are given until Nov. 20, 2006, to prove their
claims to Kehinde A. L. George, the company's liquidator, or be excluded
from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.
A final general meeting will be held at the liquidator's place
of business on Nov. 24, 2006, at 3:30 p.m., or as soon as
possible.
VCLP Domestic's shareholders will determine during the meeting, through a
resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.
VCLP Domestic's shareholders agreed on Oct. 18, 2006, to place the company
into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Kehinde A. L. George
Attride-Stirling & Woloniecki
Crawford House, 50 Cedar Avenue
Hamilton, HM 11, Bermuda
VCLP INTERNATIONAL: Filing of Proofs of Claim Is Until Nov. 20
--------------------------------------------------------------
VCLP International Ltd.'s creditors are given until
Nov. 20, 2006, to prove their claims to Kehinde A. L. George, the company's
liquidator, or be excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.
A final general meeting will be held at the liquidator's place
of business on Nov. 24, 2006, at 3:00 p.m., or as soon as
possible.
VCLP International's shareholders will determine during the meeting, through
a resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.
VCLP International's shareholders agreed on Oct. 18, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Kehinde A. L. George
Attride-Stirling & Woloniecki
Crawford House, 50 Cedar Avenue
Hamilton, HM 11, Bermuda
=============
B O L I V I A
=============
INTERNATIONAL PAPER: Completes US$5B Sale of Forestland to RMS
--------------------------------------------------------------
International Paper has completed the previously announced sale of 4.2
million acres of forestland in the Southeastern U.S. and Michigan to an
investor group led by Resource Management Service, LLC (RMS) for
approximately US$5 billion in cash and notes, subject to certain
post-closing adjustments.
Together with the US$1.13 billion sale to TimberStar Southwest completed
earlier, 2006 fourth-quarter proceeds from these two forestland transactions
total approximately US$6.1 billion in cash and notes, and will result in an
estimated special fourth-quarter pre-tax gain in excess of US$4 billion.
With the closing of this sale, proceeds from transformation-related
forestland sales now total approximately US$6.6 billion.
International Paper's sale of the majority of its U.S. forestlands is part
of the company's transformation plan to improve returns and position the
company for long-term success by focusing on uncoated papers and packaging
businesses, exploring strategic options for other businesses, returning
value to shareowners, strengthening the balance sheet, and strategically
reinvesting in growing markets.
"I'm pleased that this milestone substantially completes the sale of our
U.S. forestlands, which is a big step forward for International Paper's
transformation plan," said IP Chairman and Chief Executive Officer John
Faraci. "So far, we've received approximately $9.5 billion of the US$9.7
billion in proceeds expected from sale agreements announced to date.
"We've returned approximately US$1.4 billion to our shareowners through a
share repurchase, and we've also begun the process of strengthening our
balance sheet by repaying debt. We continue to improve results in our
platform businesses, and we've announced plans for strategic, accretive
reinvestments in China, Brazil and Russia, significantly strengthening our
global positions in uncoated papers and packaging."
The transaction with RMS was announced in April 2006, as part of
International Paper's sale of the majority of its U.S. forestlands. RMS led
negotiations for the 4.2 million-acre purchase on behalf of an investor
group comprising RMS, Atlanta-based Forest Investment Associates,
Boston-based GMO Renewable Resources and other investors.
In connection with the transaction, the parties also entered into a 20-year
fiber supply agreement for International Paper's pulp and paper mills in the
South, a 10-year fiber supply agreement on the Michigan forestlands to be
assigned to IP's former coated paper facilities in the region (now owned by
Verso Paper), and a 10-year fiber supply agreement for IP's wood products
facilities, all at market prices. Under the terms of the agreement, the
forestlands will continue to be managed and third-party certified under the
requirements of the Sustainable Forestry Initiative Standard.
About Resource Management Service
Based in Birmingham, Ala., RMS is an independent timberland investment
management firm that manages forest investments in the U.S. South on behalf
of private clients and institutional investors.
About International Paper
Based in Stamford, Connecticut, International Paper Company
(NYSE: IP) -- http://www.internationalpaper.com/-- is in the
forest products industry for more than 100 years. The company
is currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and
serve customers in the U.S., Europe, South America and Asia.
Its South American operations include, among others, facilities
in Argentina, Brazil, Bolivia, and Venezuela. These businesses
are complemented by an extensive North American merchant
distribution system. International Paper is committed to
environmental, economic and social sustainability, and has a
long-standing policy of using no wood from endangered forests.
* * *
Moody's Investors Service assigned a Ba1 senior subordinate
rating and Ba2 Preferred Stock rating on International Paper
Company on Dec. 5, 2005.
===========
B R A Z I L
===========
BANCO NACIONAL: Okays BRL49.9-Mil. Financing for MRS Logistica
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA said in a statement
that it has approved a BRL49.9-million financing package for MRS Logistica.
As reported in the Troubled Company Reporter-Latin America on March 21,
2006, MRS Logistica submitted financing proposals to Banco Nacional. Banco
Nacional disclosed in February the launching of a special credit line for
railroad investments. The bank would finance up to 90% of the project. The
credit line would charge 1.5% annually above the bank's long-term interest
rates known as TJLP, set at 9.75%.
Business News Americas relates that the loan will finance the construction
of:
-- a 70-kilometer permanent track,
-- an overpass, and
-- 23 walkways.
According to BNamericas, MRS Logistica will increase the number of trains in
circulation by 3% due to the projects supported by Banco Nacional.
BNamericas notes that MRS Logistica will boost cargo movement to 130 million
tons next year from the expected 113 million tons this year. Cargo movement
will also increase to 200 million tons by 2010.
MRS Logistica is investing almost BRL630 million of its own funds in 2006
to:
-- buy rolling stock,
-- repair locomotives, and
-- upgrade tracks and signaling.
About MRS Logistica
The MRS consortium is a railway freight transport company established in
1996 to operate approximately 1,700 kilometers of track in the states of
Minas Gerais, Rio de Janeiro e Sao Paulo. MRS's rail network is also linked
to the Central Atlantic, Vitoria-Minas and Sao Paulo Railroads, offering
intramodal transportation options to the other parts of the country. The
company mainly transports cargo for its principle shareholders.
About Banco Nacional
Banco Nacional de Desenvolvimento Economico e Social is Brazil's national
development bank. It provides financing for projects within Brazil and
plays a major role in the privatization programs undertaken by the federal
government.
* * *
As reported by Troubled Company Reporter on March 3, 2006, Standard & Poor's
Ratings Services raised its foreign currency counterparty credit rating on
Banco Nacional de Desenvolvimento Economico e Social S.A. aka BNDES to 'BB'
with a stable outlook from 'BB-' with a positive outlook. The company's
local currency credit rating was also shifted to 'BB+' with a stable outlook
from 'BB' with a positive outlook.
BUCKEYE TECHNOLOGIES: S&P Affirms BB- Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Memphis,
Tenn.-based Buckeye Technologies Inc. to stable from negative. At the same
time the rating agency affirmed all ratings, including its 'BB-' corporate
credit rating on the company.
"The outlook revision reflects our view that Buckeye has taken
steps that will strengthen its credit metrics to a level
appropriate for the current rating," said Standard & Poor's credit analyst
John Kennedy.
"The successful implementation of price increases in its specialty fibers,
fluff pulp, and nonwoven products to offset higher input costs is improving
the company's profitability and cash flow. Furthermore, Buckeye has
reconfigured its manufacturing capabilities to become a lower lower-cost
producer. We could revise the outlook to negative if earnings and cash flow
fall below current levels. It is not likely we would revise the outlook to
positive in the next two years, given the company's need to strengthen its
financial profile for the current rating."
Buckeye is a producer of absorbent products and specialty pulps
that serve a wide variety of end uses.
"In fiscal 2007, we expect Buckeye's product mix and overall
financial performance to improve because of the conversion of the company's
Americana plant in Brazil to a market facility from toll manufacturing and
the closure of its high-cost facility in Glueckstadt, Germany," Mr. Kennedy
said.
Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- is a leading manufacturer and
marketer of specialty fibers and nonwoven materials. The Company currently
operates facilities in the United States, Germany, Canada, and Brazil. Its
products are sold worldwide to makers of consumer and industrial goods.
CIA. DE SANEAMENTO: Completes Tender Offer of 12% Notes Due 2008
----------------------------------------------------------------
Cia. De Saneamento Basico do Estado de Sao Paulo aka SABESP disclosed that
its cash tender and consent solicitation for any and all of its 12% Notes
due 2008 (CUSIP Nos. 20441AAF9 and P3058WAA5 and ISIN Nos. US20441AAF93 and
USP3058WAA55) expired at 12:00 midnight, New York City time, on Nov. 2,
2006.
As of the expiration time, US$126.9 million aggregate principal amount of
Notes had been validly tendered and not withdrawn, which represented
approximately 56.4% of the outstanding aggregate principal amount of the
Notes. SABESP has accepted for payment all Notes validly tendered and not
validly withdrawn prior to the expiration time. SABESP will make payment on
all Notes validly tendered and to validly withdraw prior to the expiration
time with cash on hand.
On Oct. 20, 2006, the requisite consents were received to eliminate
substantially all of the restrictive covenants and certain related provision
contained in the indenture governing the Notes. As a result of obtaining
the requisite consents, SABESP executed and delivered a supplemental
indenture setting forth the amendments to the indenture governing the Notes.
The supplemental indenture provides that the amendments to the indenture
have become operative as a result of SABESP having accepted for purchase
pursuant to the Tender Offer the validly tendered Notes.
Deutsche Bank Securities Inc. acted as dealer manager for the Tender Offer
and as the solicitation agent for the Consent Solicitation. Global
Bondholder Services Corporation served as the information agent and
depositary and Deutsche Bank Luxembourg S.A. served as the Luxembourg Tender
Agent.
Companhia de Saneamento Basico do Estado de Sao Paulo is one of the largest
water and sewage service providers in the world based on the population
served in 2005. It operates water and sewage systems in Sao Paulo, Brazil.
* * *
As reported in the Troubled Company Reporter-Latin America on June 23, 2006,
Standard & Poor's Ratings Services has raised its Brazilian national-scale
corporate credit rating on Companhia de Saneamento Basico do Estado de Sao
Paulo to 'brA+' from 'brA'. At the same time, it affirmed the company's
global-scale ratings at 'BB-'. S&P said the outlook is stable.
COMPANHIA SIDERURGICA: Posts US$494MM Nine-Month Export Revenues
----------------------------------------------------------------
Companhia Siderurgica Nacional's export revenues decreased 5% to US$494
million in the first nine months of 2006, from US$519 million in the same
period of 2005, Business News Americas reports, citing Secex -- the foreign
trade ministry of Brazil.
Companhia Siderurgica Nacional produces, sells, exports and distributes
steel products, like hot-dip galvanized sheets, tin mill products and
tinplate. The company also runs its own iron ore, manganese, limestone and
dolomite mines and has strategic investments in railroad companies and power
supply projects.
* * *
Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its 'BB'
long-term corporate credit rating on Brazil-based steel maker Companhia
Siderurgica Nacional after the announcement of its association with US-based
steel maker Wheeling-Pittsburgh Corp. in the US. S&P said the outlook is
stable.
Fitch Ratings viewed the proposed merger of Companhia Siderurgica Nacional's
or CSN North American operations with those of Wheeling-Pittsburgh
Corporation or WPSC to be neutral to CSN's credit quality. Fitch's ratings
of CSN include:
-- Foreign currency Issuer Default Rating: 'BB+';
-- Local currency IDR: 'BBB-';
-- National scale rating: 'AA (bra)';
-- Senior unsecured notes 'BB+'; and
-- Brazilian Real denominated debentures: 'AA (bra)'.
DURA AUTO: Seeks Court Nod to Obtain US$300 Mil. DIP Financing
--------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain US$300,000,000 of debtor-in-possession financing arranged
and provided by Goldman Sachs Capital Partners L.P., General Electric
Capital Corp., and other lender parties.
The Debtors propose to borrow or obtain letters of credit from the DIP
Lenders in an aggregate principal or face amount not to exceed
US$50,000,000, pending the Court's final consideration of the DIP Financing.
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have an immediate
need to obtain the DIP Financing to permit, among other things,
the orderly continuation of the operation of their businesses, to maintain
business relationships with vendors, suppliers and
customers, to make payroll, to make capital expenditures and to
satisfy other working capital and operational needs, all of which are
necessary to preserve and maintain their going-concern values and to
successfully reorganize.
Beginning in September 2006, the Debtors and Miller Buckfire
solicited DIP financing proposals from 10 well-known financial
institutions. After thoroughly reviewing all of the proposals,
and based on their capital and operational requirements, the
Debtors chose the GSCP/GECC proposal as providing the most
advantageous and least costly terms to their estates.
The salient terms of the Senior Secured Super-Priority Debtor-In-Possession
Revolving Credit and Guaranty Agreement, and the
Senior Secured Super-Priority Debtor-In-Possession Term Loan and
Guaranty Agreement executed by the Debtors and the DIP Agents are:
Borrower: Dura Operating Corp.
Guarantors: Dura Automotive Systems, Inc., and its
domestic and Canadian subsidiaries
Agent & Banks: Goldman Sachs Capital Partners L.P., as
Joint Lead Arranger, Sole Bookrunner, Sole
Syndication Agent, and Administrative Agent
and Collateral Agent for the Fixed Asset
Facilities;
General Electric Capital Corporation as
Administrative Agent and Collateral Agent
for the DIP Revolver; and
Barclays Capital as Joint Lead Arranger
Commitment: The DIP Financing Facility provides:
-- up to US$130,000,000 asset based
revolving credit facility, subject to
borrowing base and availability terms,
with a US$5,000,000 sublimit for letters
of credit; and
-- up to US$170,000,000 Fixed Asset
Facilities consisting of:
* up to US$150,000,000 tranche B term
loan; and
* up to US$20,000,000 pre-funded
synthetic letter of credit facility.
Purpose: Repayment of the Debtors' obligations under
a US$175,000,000 revolving credit facility,
payment of certain adequate protection
payments, professionals' fees, transaction
costs, fees and expenses incurred in
connection with the DIP Financing, other
approved expenses prior to bankruptcy
filing, to provide working capital, and for
other general corporate purposes.
Term: The earlier of:
(i) Dec. 31, 2007;
(ii) the effective date of a reorganization
plan in the Debtors' Chapter 11 cases;
or
(iii) termination of the commitment or
acceleration of the loans as a result
of an Event of Default.
Closing Date: The US$50,000,000 Interim DIP Facility will
close upon or shortly after the Interim DIP
Order.
The DIP Facility will close on the date on
or before Dec. 15, 2006, on which all the
conditions precedent to the Interim DIP
Facility occur.
Priority and
Liens: All direct borrowings and reimbursement
Obligations under letters of credit, other
obligations under the DIP Financing, and
hedging and cash management arrangements in
connection with the DIP Financing, will at
all times:
(1) constitute under Section 364(c)(1) of
the Bankruptcy Code allowed
superpriority administrative expense
claims against each of the Debtors
having priority over all administrative
expenses of the kind specified in, or
ordered pursuant to, any provision of
the Bankruptcy Code, which
superpriority claims will, subject to
the Carve-Out, be payable from and have
recourse to all property of the Debtors
and all proceeds thereof;
(2) pursuant to Sections 364(c)(2), (c)(3)
and (d), for the sole benefit of the
Postpetition Secured Parties valid,
binding, enforceable, first priority
and perfected Liens in the Collateral,
which Liens are:
(i) subject only to:
(x) the Carve-Out,
(y) non avoidable, valid,
enforceable and perfected
Liens that are capitalized
leases, purchase money
security interests or
mechanics' liens in existence
on the date of filing for
chapter 11 protection and
(z) Existing Liens; and
(3) senior priming liens on any Collateral
securing the First Lien Revolver, the
Second Lien Term Loan, and other
indebtedness of the Borrower and
Guarantor, either upon consent of the
affected secured parties or pursuant to
Section 364(d).
Collateral: The Collateral will include all assets and
properties of each of Debtors before and
after their filing for chapter 11
protection; provided, however, that with
respect to the Capital Stock of any Foreign
Subsidiary that is not a Canadian
Subsidiary, the Postpetition Liens will
attach only to 66% of the voting Capital
Stock and 100% of the non-voting Capital
Stock thereof.
Carve Out: The Carve-Out consists of:
(a) unpaid fees of the Clerk of the
Bankruptcy Court and the U.S. Trustee
pursuant to 28 U.S.C. Section 1930(4);
(b) unpaid and allowed fees and expenses of
professional persons, retained by any
Debtor or any Committee pursuant to an
order of the Court, incurred prior to
notice by any Postpetition Agent that
the Carve-out is invoked; and
(c) unpaid and allowed fees and expenses,
in an aggregate amount not to exceed
US$10,000,000, of Professionals
incurred subsequent to delivery of a
Carve-Out Trigger Notice.
Underwriting &
Agency Fees: Dura Operating Corp. will pay:
-- 1.00% of the maximum amount of the DIP
Revolver, payable on the Incremental
Facilities Effective Date;
-- 1.50% of the maximum of the Fixed Asset
Facilities, payable:
(x) with respect to that portion of
the Underwriting Fees calculated
with respect to the Interim DIP
Facility, on the Closing Date, and
(y) with respect to the remaining
portion of the Underwriting Fees,
on the Incremental Facilities
Effective Date; and
-- agency fees to each of the DIP Agents
of US$100,000 per annum.
The fees will be fully earned and
nonrefundable once paid.
Expenses: Dura Operating will reimburse the DIP Agents
for reasonable out-of-pocket expenses,
including an aggregate US$500,000 evergreen
expense deposit, which will be evergreen
until the Closing Date.
Flex Pricing: GSCP may at any time after consultation
with Dura Operating, change the terms,
conditions, pricing or structure of any of
the Facilities if GSCP reasonably
determines, in its discretion, that the
changes are necessary to ensure the
successful syndication of any of the
Facilities; provided that:
(1) the total aggregate amount of the
Facilities remains unchanged;
(2) the overall weighted average interest
rates under the Facilities may not be
increased by more than 67.5 basis
points, determined on a combined basis;
(3) the amount of the Revolving Facility
may not be increased;
(4) prepayment premiums may not be required
with respect to the Revolving Facility
and the prepayment premium for the Term
Facility may not be increased or
extended;
(5) the maturity dates of the Facilities
may not be shortened;
(6) amortization may not be required under
the Facilities;
(7) a LIBOR Rate floor or minimum interest
rates may not be required;
(8) the mandatory prepayment provisions may
not be changed;
(9) negative covenants restricting
incurrence of Indebtedness, Fundamental
Changes, Disposition of Assets,
Acquisitions and Sales and Lease-backs
may not be changed;
(10) the financial covenants may not be
changed and additional financial
covenants may not be required; and
(11) a prohibition on voluntary prepayments
may not be imposed with respect to the
Facilities.
Synthetic
L/C Fees: The DIP Agents will invest the amounts in
the Synthetic L/C Account in their
discretion. On each applicable interest
payment date, the DIP Agents will distribute
to each Lender under the Synthetic L/C
Facility its pro rata portion of any
interest actually earned on the amounts on
deposit in the Synthetic L/C Account. Dura
Operating will pay:
(i) each Issuer a fronting fee in an amount
to be agreed between the Borrower and
the Issuer of 25 basis points per annum
or the higher rate as agreed to between
Borrower and Issuer on the aggregate
face amount of the outstanding
Synthetic L/Cs issued by the Issuer and
(ii) the Lenders under the Synthetic L/C
Facility letter of credit participation
fees equal to the interest rate for
loans under the DIP Term Loan bearing
interest with reference to the reserve
adjusted Eurodollar Rate on the full
amount of the Synthetic L/C Facility.
Dura Operating will also pay the Issuers
customary issuance fees.
Revolving
L/C Fees: Dura Operating agrees to pay to Lenders
having Revolving Exposure letter of credit
fees equal to:
(1) the Applicable Margin for Revolving
Loans that are Eurodollar Rate Loans,
times
(2) the average aggregate daily maximum
amount available to be drawn under all
the Letters of Credit.
Dura Operating agrees to pay directly to
Issuing Bank, for its own account, these
fees:
(i) a fronting fee equal to 0.25%, per
annum, or the higher rate as may be
agreed between Dura and the Issuing
Bank, times the average aggregate daily
maximum amount available to be drawn
under all Letters of Credit; and
(ii) the documentary and processing charges
for any issuance, amendment, transfer
or payment of a Letter of Credit as are
in accordance with the Issuing Bank's
standard schedule for the charges and
as in effect at the time of the
issuance, amendment, transfer or
payment, as the case may be.
Prepayment Fee: Optional prepayments or mandatory
prepayments in connection with proceeds of
certain debt or equity issuances of the
Fixed Asset Facilities made on or before the
earlier of the first anniversary of the
Closing Date and prior to the effective date
of a plan of reorganization will be subject
to the payment of a prepayment fee in an
amount equal to 1% of the principal amount
prepaid.
Interest Rate: All amounts outstanding under the DIP
Facilities will bear interest:
(a) in the case of the DIP Revolver, at the
Borrower's option, (i) at the Base Rate
plus 0.75% per annum or, (ii) at the
reserve adjusted LIBOR Rate plus 1.75%
per annum; and
(b) in the case of the DIP Term Loan, at
the Borrower's option, (i) at the Base
Rate plus 1.50% per annum or (ii) at
the reserve adjusted LIBOR Rate plus
2.50% per annum.
Default
Interest: Following the occurrence and during the
continuance of an event of default, the
interest rates under the DIP Facility will
increase by an additional 2.00% per annum
and the additional interest will be payable
on demand.
Charging
Expenses
Limitation: Subject to and effective upon entry of the
Final DIP Order, except to the extent of the
Carve Out, no expenses of administration of
the Chapter 11 cases or any future
proceeding that may result therefrom will be
charged against or recovered from the
Collateral securing the DIP Obligations
pursuant to Section 506(c), without the
prior written consent of the DIP Agents.
Events of
Default: The DIP Documentation contains customary
events of default.
Financial
Covenants:
Under the Revolving Credit Agreement, the
Debtors are required to maintain minimum
EBITDA:
Period MINIMUM EBITDA
11/01/06 - 01/31/07 (US$11,516,665)
11/01/06 - 02/28/07 (13,100,498)
11/01/06 - 03/31/07 (9,785,196)
11/01/06 - 04/30/07 (11,265,601)
11/01/06 - 05/31/07 (10,094,956)
11/01/06 - 06/30/07 (8,016,354)
11/01/06 - 07/31/07 (18,871,520)
11/01/06 - 08/31/07 (17,622,862)
11/01/06 - 09/30/07 (14,986,584)
11/01/06 - 10/31/07 (12,326,569)
12/01/06 - 11/30/07 (8,981,480)
01/01/07 - 12/31/07 (9,030,154)
With respect to the Term Loan Credit
Agreement, the Debtors are required to
maintain:
(a) Minimum EBITDA
Period MINIMUM EBITDA
11/01/06 - 01/31/07 (US$5,000,000)
11/01/06 - 02/28/07 3,449,945
11/01/06 - 03/31/07 12,782,777
11/01/06 - 04/30/07 17,206,170
11/01/06 - 05/31/07 22,405,451
11/01/06 - 06/30/07 31,785,513
11/01/06 - 07/31/07 27,779,599
11/01/06 - 08/31/07 29,072,155
11/01/06 - 09/30/07 45,324,997
11/01/06 - 10/31/07 52,586,795
12/01/06 - 11/30/07 55,358,832
01/01/07 - 12/31/07 56,176,951
(b) Maximum Consolidated Capital Expenditures
Specified
Fiscal Quarter Quarterly Amt.
Two months ended 12/31/06 US$22,005,225
Fiscal Qrtr ended 03/31/06 21,120,000
Fiscal Qrtr ended 06/30/06 21,120,000
Fiscal Qrtr ended 09/30/07 30,470,000
Fiscal Qrtr ended 12/31/07 30,470,000
By this motion, the Debtors ask the Court:
(a) for authorization to borrow up to US$300,000,000 of DIP
Financing following a final hearing;
(c) for authorization to repay, at the Final Hearing or as
soon as practicable thereafter, their obligations owing
under the US$175,000,000 prepetition credit facility;
(d) for authorization to execute and enter into the DIP
Credit Agreement and related documents, and to perform
the other and further acts as may be required in
connection with the DIP Documents;
(e) to grant superpriority claims to the DIP Lenders payable
from, and having recourse to, all prepetition and
postpetition property of the Debtors' estates and all
proceeds thereof, in each case subject to the Carve-Out;
(f) to schedule a final hearing to be held within 45 days of
the Petition Date to consider entry of a Final DIP Order
authorizing the balance of the borrowings and letter
of credit issuances under the DIP Documents on a final
basis.
A full-text copy of the Senior Secured Super-Priority Debtor-In-
Possession Revolving Credit and Guaranty Agreement is available
free of charge at http://ResearchArchives.com/t/s?1461
A full-text copy of the Senior Secured Super-Priority Debtor-In-
Possession Term Loan and Guaranty Agreement is available free of
charge at http://ResearchArchives.com/t/s?1462
Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive industry. The
company is also a leading supplier of similar products to the recreation
vehicle and specialty vehicle industries. DURA sells its automotive
products to every North American, Japanese and European original equipment
manufacturer and many leading Tier 1 automotive suppliers. It currently
operates in 63 locations including joint venture companies and customer
service centers in 14 countries including Brazil.
The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202). Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts
as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors'
conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment
banker. Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and balloting for
the Debtors and Brunswick Group LLC acts as their Corporate Communications
Consultants for. As of July 2, 2006, the Debtor had US$1,993,178,000 in
total assets and US$1,730,758,000 in total liabilities. (Dura Automotive
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
DURA AUTOMOTIVE: Seeks Court Nod to Use All Cash Collateral
-----------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to use all cash collateral existing on or after their filing for
chapter 11 protection subject to the First Lien Lenders' and
Second Lien Lenders' liens.
The Debtors have an urgent need for the immediate use of the Cash Collateral
pending the Final DIP Hearing, Mr. Collins tells the Court. He explains
that the Debtors require use of the Cash
Collateral to, among other things, pay present operating expenses, including
payroll, and pay vendors on a going-forward basis to ensure a continued
supply of materials essential to the Debtors' continued viability. In
addition, the DIP Financing is explicitly conditioned on the Court granting
the Debtors' use of the Cash Collateral.
On May 3, 2005, Dura Operating Corp. entered into:
(i) a five-year asset-based revolving credit facility of
US$175,000,000 -- the First Lien Revolver; and
(ii) a six-year US$150,000,000 senior secured second lien
term loan -- the Second Lien Term Loan.
On March 29, 2006, the Second Lien Term Loan was amended to
include a new US$75,000,000 junior tranche.
As of Oct. 25, 2006, the total amount drawn on the First Lien
Revolver had increased to approximately US$106,400,000 and the total First
Lien Revolver obligations, including US$18,000,000 of settlement costs
associated with certain interest rate swap
contracts were approximately US$124,400,000. The total amount
outstanding under the Second Lien Revolver and the Second Lien
Term Loan was US$225,000,000.
If approved, a portion of the proceeds of the US$300,000,000 DIP
financing facility arranged by Goldman Sachs Capital Partners
L.P., General Electric Capital Corporation, and Barclays Capital
would be used to repay in full the indebtedness and other
obligations under the First Lien Revolver. The repayment,
however, will not occur until the DIP Lenders fund the DIP
Facility upon entry of the Final DIP Order, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, notes.
In addition, the liens securing the DIP Financing temporarily will prime the
liens securing the First Lien Revolver until the first lien obligations are
repaid. Moreover, the liens securing the DIP Financing will prime the liens
granted to secure payment under the Second Lien Agreements.
Adequate Protection of the First Lien Lenders
A majority of the First Lien Lenders has consented to the Debtors' entry
into the DIP Facility and refinancing of the First Lien Revolver. As a
condition to the consent, however, pending entry of the Final DIP Order and
refinancing of their debt, the First Lien Lenders have requested, and the
Debtors have agreed to, certain adequate protection provisions.
To protect the First Lien Lenders from diminution, if any, in the value of
their interest in their collateral, the Debtors propose to provide adequate
protection in these forms:
(a) except with respect to default rate interest and swap
breakage costs, subject to Section 506(b), they will, on
a monthly basis thereafter until the repayment in
full in cash of the First Priority Indebtedness made
prior to filing for chapter 11 protection, promptly pay
in cash all accrued but unpaid reasonable costs and
expenses prior to the Debtors' filing for chapter 11
protection of the First Priority Agents for which an
invoice was delivered to the Debtors;
(b) reasonable fees and expenses, for which an invoice was
delivered to the Debtors, of professionals engaged by any
First Priority Lender prior to the Debtors' filing for
chapter 11 protection, up to a maximum aggregate amount
of US$50,000 for all the fees and expenses of
professionals engaged by all First Priority Lenders prior
to the Debtors' filing for chapter 11 protection; and
(c) all accrued but unpaid interest on the First
Priority Indebtedness, prior to the date of filing for
chapter 11 protection, at the non-default rate specified
in the First Priority Credit Agreement, prior to chapter
11 protection and all other reasonable fees, expenses,
costs and charges provided under the First Priority
Credit Agreement or any other First Priority Financing
Document, prior to the filing for chapter 11 protection
for which an invoice was delivered to the Debtors, in
each case.
In connection with the repayment in full in cash of the
First Priority Indebtedness before the filing of the bankruptcy
case, the Debtors will promptly pay the accrued default interest
and any and all swap breakage costs outstanding under the First
Priority Credit Agreement or any other First Priority Financing
Document prior to the filing for chapter 11 protection. The
Debtors will provide copies of any invoices to counsel for the
Agents before and after the filing for chapter 11 protection, the Second
Lien Committee and any Committee.
In addition, the Debtors have also agreed to these provisions:
(a) Replacement Liens. To the extent of any diminution in
the Collateral prior to the filing for chapter 11
protection, replacement liens and superpriority
administrative claims, which liens and claims will be,
junior only to the Carve-Out, Permitted Liens, and the
Liens and claims securing the DIP Obligations;
(b) Debtors' Acknowledgement of Validity of Liens. Subject
to a 60-day investigation period for the official
committee of unsecured creditors, the Debtors will
acknowledge the validity, priority, and perfection of the
claims and liens of the First Lien Representatives and
First Lien Lenders and will waive any claims or causes of
action against the First Lien Representatives and First
Representatives;
(c) Section 364(e) Protection. To the extent applicable, the
First Lien Representatives and First Lien Lenders receive
the protections of Section 364(e);
(d) Waiver of Section 506(c) Surcharge. The Debtors waive
the right to surcharge under Section 506(c) against the
Collateral prior to chapter 11 protection filing and will
not seek to prime the First Lien Lenders, or use the
Collateral, other than pursuant to the terns set forth in
the DIP Financing Motion and the DIP Order;
(e) Termination Event. Subject to reasonable notice prior to
lifting of the automatic stay, consent to use of Cash
Collateral terminates if the DIP Facility terminates or
the Debtors do not make the First Lien Adequate
Protection Payments;
(f) Consent Requirement. Nothing in the DIP Order will be
deemed a finding of adequate protection for the non-
consensual use of Cash Collateral;
(g) 45-Day Limit to Use of Cash Collateral. Unless the First
Lien Representatives' and First Lien Lenders' otherwise
consent, the First Lien Representatives' and First Lien
Lenders' consent to the use of Cash Collateral will
terminate unless:
(i) within the 45 days of the Petition Date, the
Court enters the Final DIP Order, and
(ii) upon entry of the Final DIP Order, the First Lien
Revolver has been refinanced;
(h) Reservation of Indemnification Rights. Subsequent to,
and notwithstanding, refinancing of the First Lien
Revolver, the First Lien Representatives and First Lien
Lenders reserve the right to assert indemnification
claims against the Debtors under the First Lien
Agreements;
(i) Reservation of Right to Seek Further Adequate Protection.
Subject to the creditors committee's Investigation
rights, the First Lien Administrative Agent reserves its
right to seek further adequate protection or seek lifting
of the automatic stay if refinancing of the First Lien
Revolver does not occur upon entry of the Final DIP
Order; and
(j) Limitations on Use of Cash Collateral.
i. Other than with respect to US$25,000 that can be used
by the Creditors Committee for the Investigation, no
party, including the creditors committee, can use
Cash Collateral to pursue actions, claims, or
challenges against the First Lien Representatives or
the First Lien Lenders; and
ii. Cash Collateral will only be used in accordance with
the DIP Documents and DIP Orders.
Mr. Collins also notes that the First Lien Lenders' interests are also more
than adequately protected by the existence of a
substantial equity cushion.
According to Mr. Collins, despite the comprehensive nature of the proffered
adequate protection measures, the Debtors are given to understand that a
minority of First Lien Lenders may not have agreed to consent to being
primed on an interim basis until entry of the Final DIP Order.
The Debtors nonetheless do not expect that any First Lien Lender
will object to entry of the Interim DIP Order. If there is an
objection, the Debtors are prepared to go forward to establish
that the First Lien Lenders are adequately protected, Mr. Collins avers.
Adequate Protection of Second Lien lenders
The Debtors also seek to provide adequate protection to the Second Lien
Lenders on account of the Debtors' continuing use of their Cash Collateral
and the priming of the Second Lien Term Loan by the DIP Facility.
The Debtors have reached an interim agreement on adequate
protection terms with the Ad Hoe Committee of Second Lien Lenders, which
holds or controls a majority in principal amount outstanding under the
Second Lien Term Loan.
The Interim DIP Order will state that for the avoidance of doubt, the
Debtors, the DIP Agents and the DIP Lenders acknowledge that the Second Lien
Lenders have stated that they do not consent and do not currently intend to
consent to the entry of the Final Order unless certain changes are made to
the Final Order compared to the Interim Order.
If, by the Final Hearing, the Debtors and the Second Lien
Committee cannot reach a full and final accord, the Debtors
reserve their right to seek Court approval of the repayment of the First
Lien Revolver, use of Cash Collateral and priming over the objection of the
Second Lien Committee.
As adequate protection to protect the Second Lien Lenders from
diminution, if any, in the value of their interest in their
collateral, the Debtors propose that:
(a) they will timely make current cash payment of interest on
each monthly "Interest Payment Date" starting with
Dec. 1, 2006, and for the next succeeding five monthly
Interest Payment Dates, at the rate equal to the greater
of:
(x) LIBOR plus 4.75% per annum plus the difference, if
any, between (i) the weighted average Flex and (ii)
6.75% and
(y) the rate applicable to the DIP Term Loan plus 1.55%
per annum.
Notwithstanding this Stated Rate, the Second Lien
Committee has asserted that the appropriate contractual
(non-default) rate under the Second Lien Credit Agreement
is the "Base Rate" option, and the Second Lien Lenders or
the Second Priority Representative will be entitled to
assert that the increment between the Stated Rate and the
"Base Rate" option should continue to accrue as part of
the claims under the Second Lien Credit Agreement. At
the same time, the parties have agreed that, for so long
as the monthly interest payments at the Stated Rate are
timely paid, the contractual default rate under the
Second Lien Credit Agreement will be deemed to have been
waived.
The interest payment due on December 1 will include all
interest accrued to the date (at the Stated Rate),
provided that if the Final DIP Order has not been entered
on or before the date, the first and second interest
payments will both occur on Jan. 2, 2007, and will
include the amounts that otherwise would have been paid
on Dec, 1, 2006, in addition to the amounts owing on
Jan. 2, 2007;
(b) on a monthly basis, the Debtors will reimburse the
reasonable fees and expenses of:
(i) Lazard Freres & Co. LLC, the financial advisor to
the Second Lien Committee in the amount of
US$150,000 per month plus expenses;
(ii) Bingham McCutchen LLP, lead counsel to the Second
Lien Committee, together with Delaware counsel and,
upon notice to the Debtors, other local counsel
reasonably necessary to protect the interests of the
Second Lien Committee;
(iii) JPMorgan Chase Bank, N.A., as the Second Lien
Administrative Agent, including its contractual
agent fees and the fees and expenses of its counsel,
but in each case only to the extent reasonably
necessary to administer the Second Lien Credit
Agreement and without duplication of the services
rendered by counsel to the Second Lien Committee,
and
(iv) Wilmington Trust Company as the Second Lien
Collateral Agent including its contractual agent
fees and the fees and expenses of its counsel, but
in each case only to the extent reasonably necessary
to administer the Second Lien security agreements
and without duplication of the services rendered by
counsel to the Second Lien Committee or counsel to
the Second Lien Administrative Agent; and
(c) the monthly interest payments will continue to be timely
paid by the Debtors after the sixth monthly interest
payment, unless, on no shorter than 20 days' notice, the
Debtors will obtain a Court order permitting the Debtors
to discontinue making any or all of the monthly interest
payments falling due after the entry of the Court order.
In all events, the Second Lien Adequate Protection
Obligations will remain in full force and effect unless
the Court orders otherwise;
(d) If they timely make 12 consecutive interest payments
starting with the first interest payment, any prepayment
fee arising under the Second Lien Credit Agreement will
be deemed to have been waived; and
(e) to the extent of any diminution in the Collateral prior
to the filing for chapter 11 protection, replacement
liens and superpriority Administrative claims, which
liens and claims will be junior only to the Carve-Out,
Permitted Liens, the Liens and claims securing the DIP
Obligations, the liens And claims securing the First Lien
Revolver, and the replacement liens and superpriority
claims of the First Lien Representatives and the First
Lien Lenders as part of the First Lien Adequate
Protection Obligations.
Additionally, the Debtors stipulate that:
(i) the DIP Facility commitments will not exceed
US$300,000,000;
(ii) they waive the right to surcharge under Section 506(c)
against the Collateral before the chapter 11 protection
filing and will not seek to prime the Second Lien
Lenders, or use the Collateral, other than pursuant to
the terms set forth in this motion and the DIP Order; and
(iii) nothing in the DIP Order will be deemed a finding of
adequate protection for the non-consensual use of Cash
Collateral.
Debtors Say Provisions are Fair & Reasonable
The Debtors believe that the Adequate Protection Obligations are
sufficient to protect any diminution in the value of the Secured
Lenders interests', prior to the filing for chapter 11 protection during the
period their collateral is used by the Debtors, and are fair and reasonable.
Accordingly, the Debtors ask the Court to enter an interim and
final order:
(a) authorizing them to use the Cash Collateral;
(b) granting the Secured Lenders prior to the bankruptcy
case, adequate protection with respect to, inter alia,
the use of the Cash Collateral and all use and
diminution in the value of the Collateral prior to the
filing for chapter 11 protection;
(c) approving the Debtors' stipulations with respect to the
First Lien Agreements and Second Lien Agreements and the
liens and security interests arising therefrom; and
(d) limiting their right to surcharge against collateral
pursuant to Section 506(c).
Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive industry. The
company is also a leading supplier of similar products to the recreation
vehicle and specialty vehicle industries. DURA sells its automotive
products to every North American, Japanese and European original equipment
manufacturer and many leading Tier 1 automotive suppliers. It currently
operates in 63 locations including joint venture companies and customer
service centers in 14 countries including Brazil.
The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202). Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts
as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors'
conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment
banker. Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and balloting for
the Debtors and Brunswick Group LLC acts as their Corporate Communications
Consultants for. As of July 2, 2006, the Debtor had US$1,993,178,000 in
total assets and US$1,730,758,000 in total liabilities. (Dura Automotive
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
MRS LOGISTICA: Gets BRL49.9-Mil. Financing from Banco Nacional
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA said in a statement
that it has approved a BRL49.9-million financing package for MRS Logistica.
As reported in the Troubled Company Reporter-Latin America on March 21,
2006, MRS Logistica submitted financing proposals to Banco Nacional. Banco
Nacional disclosed in February the launching of a special credit line for
railroad investments. The bank would finance up to 90% of the project. The
credit line would charge 1.5% annually above the bank's long-term interest
rates known as TJLP, set at 9.75%.
Business News Americas relates that the loan will finance the construction
of:
-- a 70-kilometer permanent track,
-- an overpass, and
-- 23 walkways.
According to BNamericas, MRS Logistica will increase the number of trains in
circulation by 3% due to the projects supported by Banco Nacional.
BNamericas notes that MRS Logistica will boost cargo movement to 130 million
tons next year from the expected 113 million tons this year. Cargo movement
will also increase to 200 million tons by 2010.
MRS Logistica is investing almost BRL630 million of its own funds in 2006
to:
-- buy rolling stock,
-- repair locomotives, and
-- upgrade tracks and signaling.
About Banco Nacional de Desenvolvimento Economico e Social
Banco Nacional de Desenvolvimento Economico e Social is Brazil's national
development bank. It provides financing for projects within Brazil and
plays a major role in the privatization programs undertaken by the federal
government.
About MRS Logistica
The MRS consortium is a railway freight transport company established in
1996 to operate approximately 1,700 kilometers of track in the states of
Minas Gerais, Rio de Janeiro e Sao Paulo. MRS's rail network is also linked
to the Central Atlantic, Vitoria-Minas and Sao Paulo Railroads, offering
intramodal transportation options to the other parts of the country. The
company mainly transports cargo for its principle shareholders.
* * *
As reported on Nov. 10, 2005, Standard & Poor's Ratings Services revised the
outlook on the BB- long-term foreign currency rating of MRS Logistica SA to
positive from stable, following the revision of the foreign currency outlook
of the Federative Republic of Brazil.
MRS LOGISTICA: Posts BRL178 Mil. Third Quarter 2006 Net Earnings
----------------------------------------------------------------
MRS Logistica said in a statement that its net earnings increased 68.2% to
BRL178 million in the third quarter of 2006, from BRL106 million in the same
period of 2005.
Business News Americas relates that MRS Logistica's profit for the first
nine months of 2006 increased 28.2% to BRL391 million, compared with the
same period of 2005.
According to BNamericas, net revenue of MRS Logistica rose 17.4% to BRL557
million in the third quarter of 2006, compared with the third quarter of
2005. Its Ebitda increased to BRL325 million in this year's third quarter,
compared with the BRL195 million recorded in last year's third quarter.
MRS Logistica's January-September cargo movement grew 4.2% to 83.8 million
tons in the first nine months of 2006, compared with the 80.4 million tons
reported in the same period of 2005, BNamericas states. Movement for the
third quarter of 2006 rose to 30.9 million tons, compared with the 28.1
million tons in the same quarter last year.
MRS Logistica's investments decreased 26.1% to BRL81.8 million in the third
quarter of 2006, compared with the year-ago period. For the period of
January to September 2006, they increased 15.7% to BRL302 million, compared
with the same period of 2005, BNamericas reports.
About MRS Logistica
The MRS consortium is a railway freight transport company established in
1996 to operate approximately 1,700 kilometers of track in the states of
Minas Gerais, Rio de Janeiro e Sao Paulo. MRS's rail network is also linked
to the Central Atlantic, Vitoria-Minas and Sao Paulo Railroads, offering
intramodal transportation options to the other parts of the country. The
company mainly transports cargo for its principle shareholders.
* * *
As reported on Nov. 10, 2005, Standard & Poor's Ratings Services revised the
outlook on the BB- long-term foreign currency rating of MRS Logistica SA to
positive from stable, following the revision of the foreign currency outlook
of the Federative Republic of Brazil.
NET SERVICOS: S&P Affirms BB- Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' long-term corporate
credit ratings on Brazilian cable pay-TV and broadband operator Net Servicos
de Comunicacao SA. The outlook was revised to positive from stable. The
ratings were removed from CreditWatch with positive implications where they
had been placed Oct. 13, 2006. Net Servicos' total debt was Brazilian
BRL650 million (approximately US$300 million) in September 2006.
The affirmation reflects the positive implications of the acquisition of
Vivax S.A. (brBBB+/Watch Pos/--), tempered by a more aggressive capital
expenditure program in digitalization and bidirectional networks. Vivax's
service area is highly complementary to NET's, and the combined operations
will result in pay-TV and broadband market shares of 45% and 14% in the
country, respectively. While the noncash acquisition of Vivax does not
affect NET's financial profile, we expect some increase in leverage given
the pick-up in investments, stronger growth (internal and through
acquisitions), and some one-time expenses with Vivax's integration to NET's
platform.
"The outlook revision to positive incorporates NET's better-than-expected
operational performance during the past few quarters, helped by a more
benign economic environment in the country (with improvements in disposable
income) and NET's successful marketing initiatives to boost sales of its
triple-play offer. We also expect that despite weighty programmed
investments and the incorporation of Vivax's figures in NET's balance sheet,
the company will be able to maintain a prudent financial policy," said
Standard & Poor's credit analyst Milena Zaniboni.
According to the terms agreed to by shareholders of both companies, NET will
acquire a minority stake (36.7%) in Vivax in the first step of the
transaction, and has already agreed to acquire control of the company once
and if the transaction is approved by the local regulatory body -- Anatel.
Because there would not be legal impediments in the transaction, for
analytical purposes we fully incorporate Vivax's operations in NET's figures
(even though Vivax should remain at arm's length to NET until the
acquisition is completed), including Vivax's own investment plans and
synergies to be achieved.
Standard & Poor's expects NET to largely update its network (bidirectional
and digitalization) in the next couple of years to expand its triple-play
offer to customers. Capital expenditures should peak at about BRL700
million in 2007 (considering Vivax's planned investments), and be maintained
at high levels of BRL400 million-BRL500 million (compared to an average
BRL100 million in the 2003-2005 period). While the rating agency believes
that these investments are crucial for the company's competitiveness in the
medium term and that the company will implement network updates, a
significant part of the current capital expenditures budget is discretionary
and could be revised if the market environment deteriorates.
NET will issue two major new debts to finance heavier capital expenditures
and replace existing debentures, somewhat improving the profile but
increasing debt burden. Incorporating Vivax's debt burden (mainly BRL220
million debentures), NET should report total debt of approximately BRL1.3
billion in 2007. Standard & Poor's incorporate some additional financial
flexibility from the presence of strategic investor Telefonos de Mexico S.A.
de C.V. (Telmex; BBB+/Stable/--) through Embratel Participacoes S.A.
(Embratel; not rated). NET is an important piece in Telmex's telephony
strategy in Brazil, and it operates integrated with Embratel in telephony
(VoIP initiatives). The rating agency expects some financial support if
necessary to deploy its growth strategy.
The positive outlook on the ratings reflects our expectations that NET will
retain a prudent financial policy, despite the planned pick-up in capital
expenditures, and successfully integrate Vivax in its operations, while
sustaining its good competitive position in a fiercer competitive
environment in both the pay-TV and broadband segments.
The ratings could be raised if NET can deliver its growth strategy while
maintaining its prudent financial strategy, reflected in modest leverage and
gradual improvement in profitability and cash flow metrics. A positive
review could also be prompted by a consistent improvement of the market
fundamentals that affect NET's operations (e.g. income levels, purchasing
power, economic growth, and interest rates), resulting in a more positive
view of the country risks that affect the company.
The outlook could be revised to stable if NET's financial leverage increases
to levels higher than expected in the context of its more aggressive growth
strategy (with heavy investments and a more acquisitive growth pattern) or
if market conditions deteriorate significantly, affecting NET's subscriber
base, ARPUs, margins, and interest rates on its debt. The ratings could be
under pressure if NET cannot sustain certain credit metrics such as an
EBITDA-to-interest coverage ratio of about 2.5x and FFO-to-total debt of
about 30%.
USINAS SIDERURGICAS: In Talks with Nippon Steel to Forge Ties
-------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais SA, Brazil's second largest steelmaker
is in talks with Nippon Steel Corp., Japan's largest steelmaker, to
strengthen ties, Bloomberg News reports.
Japanese newspaper Nihon Keizai reported that Nippon Steel will later this
year take a 1.7% stake in Belo Usinas. The same paper added that the two
companies may jointly build a new plant in Brazil, Bloomberg relates.
Hayato Uchida, Nippon Steel's spokesperson, confirmed to Bloomberg that the
two steelmakers are indeed discussng ways to benefit them both. The
spokesperson declined to provide Bloomberg additional information.
Nippon Steel owns a 14.4% stake in Nippon Usiminas, which has a 19.4% stake
in the Brazilian steelmaker, Bloomberg relates, citing the Japanese
newspaper. The report didn't say how much Nippon Steel would offer for the
1.7% stake.
Headquartered in Minas Gerais, Brazil, Usiminas is among the world's 20
largest steel manufacturing complexes, with a production capacity of
approximately 10 million tons of steel. Usiminas System companies produces
galvanized and non-coated flat steel products for the automotive, small and
large diameter pipe, civil construction, hydro-electronic, rerolling,
agriculture, and road machinery industries. Brazil consumes 80% of its
products and the company's largest export markets are the US and Latin
America.
* * *
Standard & Poor's Ratings Services affirmed on June 7, 2006, its 'BB+'
long-term corporate credit rating on Brazil-based steel maker Usinas
Siderurgicas de Minas Gerais S.A. -- Usiminas. At the same time, Standard &
Poor's assigned its 'BB+' senior unsecured debt rating to the forthcoming
US$200 million Global MTNs due June 2016 to be issued by Cosipa Commercial
Ltd. S&P says the outlook on the corporate credit rating is stable.
NOVELL: Collaborates with Microsoft for Prod. Interoperability
--------------------------------------------------------------
Microsoft Corp. and Novell Inc. disclosed announced a set of broad business
and technical collaboration agreements to build, market and support a series
of new solutions to make Novell and Microsoft products work better together.
The two companies also announced an agreement to provide each other's
customers with patent coverage for their respective products. These
agreements will be in place until at least 2012. Under this new model,
customers will realize unprecedented choice and flexibility through improved
interoperability and manageability between Windows and Linux.
"They said it couldn't be done. This is a new model and a true evolution of
our relationship that we think customers will immediately find compelling
because it delivers practical value by bringing two of their most important
platform investments closer together," said Steve Ballmer, CEO of Microsoft.
"We're excited to work with Novell, whose strengths include its heritage as
a mixed-source company. Resolving our patent issues enables a combined focus
on virtualization and Web services management to create new opportunities
for our companies and our customers."
Under the agreement, Novell is establishing clear leadership among Linux
platform and open source software providers on interoperability for
mixed-source environments. As a result, Microsoft will officially recommend
SUSE Linux Enterprise for customers who want Windows and Linux solutions.
Additionally, Microsoft will distribute coupons for SUSE Linux Enterprise
Server maintenance and support, so that customers can benefit from the use
of an interoperable version of Linux with patent coverage as well as the
collaborative work between the two companies.
"Too often technology companies ask their customers to adapt to them. Today
we are adapting to our customers," said Ron Hovsepian, president and CEO of
Novell. "Microsoft and Novell are enabling customers to take advantage of
each other's products where it makes sense in their enterprise
infrastructure. We jointly believe that our business and patent agreements
make it possible to offer the highest level of interoperability with the
assurance that both our companies stand behind these solutions."
The two companies will create a joint research facility at which
Microsoft and Novell technical experts will architect and test new software
solutions and work with customers and the community to build and support
these technologies. The agreement between Microsoft and Novell focuses on
three technical areas that provide important value and choice to the market:
-- Virtualization
Virtualization is one of the most important trends in
the industry. Customers tell Microsoft that
virtualization is one way they can consolidate and more
easily manage rapidly growing server workloads and their
large set of server applications. Microsoft and Novell
will jointly develop a compelling virtualization offering
for Linux and Windows.
-- Web services for managing physical and virtual servers
Web services and service-oriented architectures continue
to be one of the defining ways software companies can
deliver greater value to customers. Microsoft and Novell
will undertake work to make it easier for customers to
manage mixed Windows and SUSE Linux Enterprise
environments and to make it easier for customers to
federate Microsoft Active Directory with Novell
eDirectory.
-- Document format compatibility
Microsoft and Novell have been focusing on ways to improve
interoperability between office productivity applications.
The two companies will now work together on ways for
OpenOffice and Microsoft Office system users to best share
documents, and both will take steps to make translators
available to improve interoperability between Open XML
and OpenDocument formats.
"As a result of this collaboration, customers will now be able to run
virtualized Linux on Windows or virtualized Windows on Linux," said Jeff
Jaffe, executive vice president and chief technology officer at Novell.
"Customers continually ask us how they can consolidate servers with multiple
operating systems through virtualization. By working together, Novell and
Microsoft enable customers to choose the operating system that best fits
their application and business needs."
The patent cooperation agreement enables Microsoft and Novell to give
customers assurance of protection against patent infringement claims. It
gives customers confidence that the technologies they use and deploy in
their environments are compliant with the two companies' patents.
As part of this agreement, Microsoft will provide a covenant not to assert
its patent rights against customers who have purchased SUSE Linux Enterprise
Server or other covered products from Novell, and Novell will provide an
identical covenant to customers who have a licensed version of Windows or
other covered products from Microsoft.
"Both companies had to think creatively about how to create an intellectual
property bridge between the two worlds of open source and proprietary
software," said Brad Smith, senior vice president and general counsel of
Microsoft. "This bridge is built on respect for the innovations of each
company and the open source community, and a passion for what we can deliver
for our customers together."
Microsoft and Novell announced the new alliance at an event attended by
several customers and partners.
"We applaud Novell and Microsoft in their efforts to provide greater Windows
and Linux interoperability," said Paul Otellini, president and chief
executive officer of Intel Corp. "Customers want solutions that meet their
individual needs, and higher levels of software interoperability give them
the ability to more easily make the best choices."
"Windows and Linux are extremely important to our enterprise customers and
the industry, and AMD strongly supports both," said Hector Ruiz, chairman
and chief executive officer of Advanced Micro Devices. "This agreement by
Novell and Microsoft helps customers bridge the gap between these platforms,
giving them greater flexibility in doing what works best for them. This is
a great example of vendors working together to resolve complexity so their
customers don't have to."
"This technology and business collaboration provides a model that allows
Microsoft and Novell to develop new solutions to enable open source and
proprietary software to work better together in a mixed-source environment,"
said Shane Robison, executive vice president and chief strategy and
technology officer at HP. "We applaud these two companies for doing the
hard work to build a bridge between Windows and Linux."
"IBM encourages more industry endorsement of mixed-source solutions that
promote open standards," said Steve Mills, senior vice president and group
executive at IBM Software. "Microsoft support for interoperability with the
industry-standard OpenDocument Format is most welcome. Open documents give
customers choice and help unlock broad industry creativity, allowing access
to a new generation of innovative applications. Our view continues to be
that interoperability and choice are key values that customers demand and
deserve."
"We are pleased to see that Novell and Microsoft have come together to
address customer needs with heterogeneous operating environments," said
Kevin Kettler, CTO at Dell Inc. "As an industry leader in the IT market, we
are excited to see the technology investments being made around
virtualization and interoperability by both companies with this agreement."
"SAP has been the first enterprise application vendor to run our apps on
Linux, while we have more Windows-based deployments than any other
platform," said Shai Agassi, president of Product and Technology at SAP.
"Today's announcement means that customers can now choose their preferred
operating system for each part of their SAP implementation with the
confidence that the systems will have strong interoperability and be
supported by SAP, Novell and Microsoft -- both companies being strong SAP
partners."
"One of the key challenges in government is IT interoperability," said
Thomas Jarrett, secretary of the Department of Technology and CIO of the
state of Delaware. "We commend Microsoft and Novell for their collaboration
and their efforts to build bridges in the interoperability area, which will
help government to better serve our customers, our business community and
our citizens."
Good for the Open Source Community
Novell officials noted that one of their priorities in working toward the
agreement with Microsoft was making sure the agreement made sense for the
open source community. As part of the agreement, Novell and Microsoft are
announcing three important commitments. First, Microsoft will work with
Novell and actively contribute to several open source software projects,
including projects focused on Office file formats and Web services
management. Second, Microsoft will not assert its patents against
individual noncommercial open source developers. And third, Microsoft is
promising not to assert its patents against individual contributors to
OpenSUSE.org whose code is included in the SUSE Linux Enterprise platform,
including SUSE Linux Enterprise Server and SUSE Linux Enterprise Desktop.
"Today's announcement by Microsoft and Novell marks a significant milestone
in the adoption of Linux," said Stuart Cohen, CEO of Open Source Development
Labs. "By choosing a course of competition, Microsoft acknowledges the
critical role that open source plays today in an enterprise IT
infrastructure. We appreciate the role Novell is playing to help bridge the
gap between Microsoft and the open source community. We are glad to see
these two companies collaborating to further diminish the legal threat posed
to developers and customers by patent assertions. This is good for customer
confidence in Linux, the open source community and the broader IT
ecosystem."
Like many commercial transactions, the financial terms of the agreement are
not being disclosed at this time.
Under the technical collaboration agreement, the companies will create a
joint research facility and pursue new software solutions for
virtualization, management and document format compatibility. These are
potentially huge markets -- IDC projects the overall market for virtual
machine software revenue to be more than $1.8 billion by 2009, and the
overall market for distributed system management software to be US$10.2
billion by 2010 -- and the companies believe their investment in
interoperability will make their respective products more attractive to
customers.
Under the patent cooperation agreement, both companies will make upfront
payments in exchange for a release from any potential liability for use of
each other's patented intellectual property, with a net balancing payment
from Microsoft to Novell reflecting the larger applicable volume of
Microsoft's product shipments. Novell will also make running royalty
payments based on a percentage of its revenues from open source products.
Under the business collaboration agreement, the companies will pursue a
variety of joint marketing activities to promote the adoption of the
technologies they are collaborating on. In addition, Microsoft will purchase
a quantity of coupons from Novell that entitle the recipient to a one-year
subscription for maintenance and updates to SUSE Linux Enterprise Server.
Microsoft will annually make available approximately 70,000 of these coupons
to customers, with a mix of priority and standard support services. By
providing its customers with these coupons, Microsoft is enabling companies
to benefit from the use of the new software solutions developed through the
collaborative research effort, as well as a version of Linux that is covered
with respect to Microsoft's intellectual property rights.
Novell, Inc. -- http://www.novell.com/-- delivers Software for the Open
Enterprise. With more than 50,000 customers in 43 countries, Novell helps
customers manage, simplify, secure and integrate their technology
environments by leveraging best-of-breed, open standards-based software.
Novell has sales offices in Argentina, Brazil and Colombia.
As reported in the Troubled Company Reporter on Sept. 29, 2006,
Novell, has received a letter from Wells Fargo Bank, NA, the trustee with
respect to company's US$600 million 0.50% convertible senior debentures due
2024, which asserts that Novell is in default under the indenture because of
the delay in filing its Form 10-Q for the period ended July 31, 2006.
The letter states that this asserted default will not become an "event of
default" under the indenture if the company cures the default within 60 days
after the date of the notice.
===========================
C A Y M A N I S L A N D S
===========================
CONTRATEMPS FUND: Last Day to File Proofs of Claim Is on Nov. 16
----------------------------------------------------------------
The Contratemps Fund Ltd.'s creditors are required to submit proofs of claim
by Nov. 16, 2006, to the company's liquidator:
Richard Gordon
Jan Neveril
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Contratemps Fund's shareholders agreed on Sept. 26, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
CONTRATEMPS MASTER: Proofs of Claim Filing Is Until Nov. 16
-----------------------------------------------------------
The Contratemps Master Fund Ltd.'s creditors are required to submit proofs
of claim by Nov. 16, 2006, to the company's liquidator:
Richard Gordon
Jan Neveril
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Contratemps Master's shareholders agreed on Sept. 26, 2006, for the
company's voluntary liquidation under Section 135 of the Companies Law (2004
Revision) of the Cayman Islands.
DIVI TIARA: Timeshare Owners Against Sale of Resort Properties
--------------------------------------------------------------
Mark Bishton, one of the timeshare owners of Divi Tiara Beach Resort, told t
he Caymanian Compass that the owners hope the Cayman government won't let
Divi Tiara sell the resort properties without ensuring that their
commitments to the timeshare owners will be preserved.
Mr. Bishton said in his letter to the Caymanian Compass that the timeshare
owners don't want to trade their units weeks for those in any other Divi
Tiara property.
The timeshare owners have organized a Divi Tiara Owners Group
groups.yahoo.com/group/D-TOG and are exploring legal options, the Caymanian
Compass says, citing Mr. Bishton.
Mr. Bishton told the Caymanian Compass that he has watched his weekly
maintenance fees increase since he bought his unit over 12 years ago. There
are 12 units.
Mr. Bishton said that each year he saw that little or no maintenance was
being performed on the unit's exterior as Divi Tiara drained off huge
percentages of his maintenance fees, the Caymanian Compass notes. Finally
in 2003, due to the increasing number of rats and bats, Divi Tiara agreed to
renovate the unit. The renovation is not half complete yet and the work
done has visible deficiencies.
Mr. Bishton complained to the Caymanian Compass that Divi Tiara officials
are blaming everyone but themselves. He alleged that they made plenty of
money on the resort and timeshares but refused to reinvest in the
facilities.
Now timeshare owners are left with half of their units and no facilities on
premises, the Caymanian Compass says, citing Mr. Bishton. Timeshare owners
are the one's being damaged by this event, not Divi Tiara's shareholders.
Divi Tiara Beach Resort shut down its operations in Cayman Islands on Sept.
8, 2006, citing economic reasons. It terminated its 37 employees on Sept.
23.
NOGIZAKA CREDIT: Deadline for Filing of Claims Is on Nov. 16
------------------------------------------------------------
Nogizaka Credit Management Company Ltd.'s creditors are required to submit
proofs of claim by Nov. 16, 2006, to the company's liquidator:
Phillip Hinds
Joshua Grant
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Nogizaka Credit's shareholders agreed on Oct. 5, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
OLEA MANAGEMENT: Proofs of Claim Must be Submitted by Nov. 16
-------------------------------------------------------------
Olea Management (Cayman) Ltd.'s creditors are required to submit proofs of
claim by Nov. 16, 2006, to the company's liquidator:
Mark Wanless
Liam Jones
Maples Finance Jersey Limited
2nd Floor Le Masurier House, La Rue Le Masurier
St. Helier, Jersey JE2 4YE
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Olea Management's shareholders agreed on Dec. 2, 2005, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
PERUVIAN FUTURE: Last Day to File Proofs of Claim Is on Nov. 16
---------------------------------------------------------------
Peruvian Future Flows, Ltd.'s creditors are required to submit proofs of
claim by Nov. 16, 2006, to the company's liquidator:
Richard Gordon
Jan Neveril
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Peruvian Future's shareholders agreed on Sept. 29, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
REMBRANDT ER: Creditors Must File Proofs of Claim by Nov. 16
------------------------------------------------------------
Rembrandt ER Ltd.'s creditors are required to submit proofs of claim by Nov.
16, 2006, to the company's liquidator:
Carrie Bunton
Joshua Grant
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Rembrandt ER's shareholders agreed on Oct. 4, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
REMBRANDT PERU: Proofs of Claim Must be Filed by Nov. 16
--------------------------------------------------------Rembrandt Peru
Finance Ltd.'s creditors are required to submit proofs of claim by Nov. 16,
2006, to the company's liquidator:
Carrie Bunton
Joshua Grant
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Rembrandt Peru's shareholders agreed on Oct. 4, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
RESI FINANCE: Proofs of claim Filing Deadline Is Set for Nov. 16
----------------------------------------------------------------
Resi Finance CI Corp. 2002-A Ltd.'s creditors are required to submit proofs
of claim by Nov. 16, 2006, to the company's liquidator:
Phillipa White
Joshua Grant
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Resi Finance's shareholders agreed on Oct. 4, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
RFA HOLDINGS: Creditors Must File Proofs of Claim by Nov. 16
------------------------------------------------------------
RFA Holdings, Ltd.'s creditors are required to submit proofs of claim by
Nov. 16, 2006, to the company's liquidator:
Maxine Rawlins
Mike Hughes
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
RFA Holdings' shareholders agreed on Sept. 20, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
RUBY CAPITAL: Creditors Are Given Until Nov. 16 to File Claims
--------------------------------------------------------------
Ruby Capital Two Ltd.'s creditors are required to submit proofs of claim by
Nov. 16, 2006, to the company's liquidator:
Martin Couch
Emile Small
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Ruby Capital's shareholders agreed on Sept. 25, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
SAP PARTNERS: Creditors Must Submit Proofs of Claim by Nov. 16
--------------------------------------------------------------
SCP Partners's creditors are required to submit proofs of claim by Nov. 16,
2006, to the company's liquidator:
Phillip Hinds
Jan Neveril
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
SAP Partners' shareholders agreed on Oct. 5, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
SCP WAREHOUSE: Creditors Have Until Nov. 16 to Submit Claims
------------------------------------------------------------
SCP Warehouse's creditors are required to submit proofs of claim by Nov. 16,
2006, to the company's liquidator:
Phillip Hinds
Mike Hughes
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
SCP Warehouse's shareholders agreed on Oct. 2, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
SIGNALKUPPE FINANCE: Filing of Proofs of Claim Is Until Nov. 16
---------------------------------------------------------------
Signalkuppe Finance Ltd.'s creditors are required to submit proofs of claim
by Nov. 16, 2006, to the company's liquidator:
Phillip Hinds
Emile Small
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Signalkuppe Finance's shareholders agreed on Sept. 27, 2006, for the
company's voluntary liquidation under Section 135 of the Companies Law (2004
Revision) of the Cayman Islands.
TOKYO TOMIN: Last Day for Proofs of Claim Filing Is on Nov. 16
--------------------------------------------------------------
Tokyo Tomin Preferred Capital (Cayman) Ltd.'s creditors are required to
submit proofs of claim by Nov. 16, 2006, to the company's liquidator:
Carrie Bunton
Jan Neveril
Maples Finance Limited
P.O. Box 1093, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Tokyo Tomin's shareholders agreed on Sept. 22, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
===============
C O L O M B I A
===============
CUMMINS: Earns US$171 Mil. in Third Fiscal Quarter Ended Oct. 1
---------------------------------------------------------------
Cummins Inc. filed its financial statements for the third fiscal
quarter ended Oct. 1, 2006, with the U.S. Securities and Exchange Commission
on Nov. 1, 2006.
Sales for the quarter were US$2.81 billion, compared with
US$2.47 billion for the third quarter of 2005. Net income of
US$171 million was up from US$145 million in the same period last year.
Earnings before interest and taxes rose 23% to US$296 million while gross
margins remained near record levels at 23.3% of sales.
For the three months ended Oct. 1, 2006, the Company reported
US$171 million of net income compared with US$145 million of net
income for the three months ended Sept. 25, 2005.
Each of the Company's business segments enjoyed double-digit
percentage sales growth in the third quarter, led by the Power
Generation and Distribution businesses, both of which performed
above the top end of their targeted sales and profit ranges.
Sales in the Engine Business, the Company's largest segment, rose 10%
despite a decline in light-duty automotive volumes late in the quarter as a
result of plant shutdowns at automotive facilities related to inventory
rebalancing.
The Company saw sales growth in most of its markets around the
world -- both in its wholly owned businesses and at its joint
ventures, where income increased 19% from the same period in 2005.
"We performed well in the third quarter and see great
opportunities for the future," Cummins chairman and chief
executive officer Tim Solso said.
"In particular, our Power Generation and Distribution businesses
enjoyed significant growth - both in terms of revenue and profit.
"We also continue to produce returns above 10%, even as we are
investing in new products, new markets and additional capacity for 2007 and
beyond."
As a result of the strong financial performance, the Company's
cash position has improved by US$248 million from the beginning of the year,
even as Cummins has continued to pay down debt and
increased its pension funding.
The Company's debt/capital ratio is below its 30% target range and Cummins
plans to repay an additional US$250 million in long-term debt in December,
as previously announced.
The Company also repurchased US$14 million of its common stock in the third
quarter as part of a previously announced plan to
repurchase up to 2 million shares.
"Our continued strong financial performance has allowed us to
create a strong balance sheet," Cummins chief financial officer
Jean Blackwell said.
"As a result, the Company is well positioned to withstand the
challenges of the business cycle and invest in growth
opportunities that will be the key to our future success."
Cummins reaffirmed its previous full-year guidance of US$14 to
US$14.20 a share. The Company will provide guidance for 2007 in
January, but expects EBIT margins to be within its 7% to 10%
target range, on flat to 5% increase in sales.
Despite the anticipated temporary slow-down in the heavy-duty
engine market due to the emissions changes, Cummins expects 2007
to be a solid year for several reasons:
* Cummins expects sales growth in most of its end markets.
* The Company expects to see continued profitable growth in
emerging markets, most notably China and India.
* Cummins has a strong balance sheet, resulting in
considerably less interest expense and greater liquidity.
* The Company has a cost-control strategy in place across all
businesses that is focused on using Six Sigma to become
more efficient.
* Cummins has increased the flexibility in its manufacturing
plants to deal with the expected fluctuations in demand
next year resulting from new emissions regulations.
The Company also continues to invest in profitable growth
opportunities, two of which were highlighted by announcements in
October. Cummins announced that it will produce a new line of
high-performance, light-duty diesel engines at its Columbus Engine Plant by
the end of the decade and that DaimlerChrysler is the first major customer
for the new engine.
The Company also announced that it had signed a joint venture
agreement with Beiqi Foton Motor Company in China to produce
2.8- and 3.8-liter engines for the light commercial vehicle
markets in China beginning in 2008.
"We have some exciting opportunities ahead," Mr. Solso said. "The work done
by Cummins employees around the world in recent years has prepared us well
for 2007 and beyond.
Third-quarter details
Engine segment
Revenues rose 10% to US$1.84 billion and Segment EBIT increased 20% to US$18
3 million, or 9.9% of sales, which is at the top of the targeted range of 7%
to 10%.
Global engine shipments rose 3% from the same period in 2005.
Higher heavy-duty, medium-duty and high horsepower shipments more than
offset a drop in light-duty shipments due to softness in the U.S. auto
industry.
Heavy-duty engine shipments in North America were strong as OEMs
worked to meet increased demand from truck fleets, in part due to fleets
replacing trucks ahead of the 2007 emissions changes. The Company also grew
its sales in the North American medium-duty truck and bus engine market by
48% from the same quarter in 2005.
Power Generation segment
Revenues rose 24% to US$624 million well above the targeted range of 8% to
10%. Segment EBIT increased 24% to US$57 million, or 9.1% of sales compared
with the targeted range of 7% to 9%.
Sales increases were driven by volume gains as a result of strong demand in
the commercial generator set and alternator businesses. Commercial sales
rose 32% as demand grew around the world, with the exception of China and
Southeast Asia.
Alternator sales rose 25% and the segment also posted sales gains in its
energy solutions, rental and power electronics businesses. Sales in the
consumer business fell 1.5% from the same period in 2005 due to continued
softness in the recreational vehicle market.
Distribution segment
Revenues rose 17% to US$346 million above the segment's 10% growth target.
Sales gains primarily were driven by growth in the Middle East, Europe, and
South Pacific. Increases in sales of power generation equipment were led by
the reconstruction effort in the Middle East, which accounted for more than
half the sales growth in this business line.
Segment EBIT increased 36% to US$38 million, or 11% of sales above the
target range of 8% to 10% as the segment continues to achieve its goal of
growing earnings faster than revenues.
The Company also saw significant improvement in income from its
North American distributor joint ventures during the quarter.
Components segment
Sales for the segment made up of the Company's filtration,
turbocharger, fuel systems, and exhaust after-treatment businesses rose 17%
to US$564 million. The segment benefited from strong sales gains in its
North and Latin American filtration business as well as significantly higher
sales in its North American fuel systems business.
Segment EBIT dropped 10% to US$19 million, or 3.4% of sales,
compared with the same period in 2005. The businesses in this
segment -- most notably Emission Solutions and Cummins Turbo
Technologies -- continue to invest heavily to ensure that Cummins has both
the capability and capacity to provide critical
technologies to support the 2007 products. In addition, this
segment focused on rationalizing plants and transferring
production to assist in future profit improvement, which resulted in
manufacturing inefficiencies during the quarter.
At Oct. 1, 2006, the Company's balance sheet showed US$7.579 billion in
total assets, US$4.668 billion in total liabilities, US$240 million in
minority interest, and US$5.671 billion in total shareholders' equity.
Full-text copies of the Company's third fiscal quarter financials are
available for free at http://ResearchArchives.com/t/s?1463
About Cummins Inc.
Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems. Cummins serves customers in more
than 160 countries through its network of 550 Company-owned and independent
distributor facilities and more than 5,000 dealer locations. In Latin
America, Cummins has operations in Colombia, Jamaica and Trinidad and
Tobago, among others.
* * *
Cummins' Junior Convertible Subordinated Debentures carry Fitch's 'BB'
rating with a stable outlook.
As reported in the Troubled Company Reporter on May 11, 2006,
Moody's Investors Service raised Cummins Inc.'s convertible
preferred stock rating to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family Rating.
HEXION SPECIALTY: Amends Senior Secured Credit Facility
-------------------------------------------------------
Hexion Specialty Chemicals, Inc., has amended its senior secured credit
facility pursuant to an amendment and restatement of the credit agreement
governing this credit facility.
The amended and restated credit agreement provides that the company's
current seven-year US$1,625 million term loan facility will remain
outstanding and also provides for US$375 million additional seven-year term
loans, with the term of such facility beginning in May 2006. The amended
and restated credit agreement also provides that the company's current
seven-year $50 million synthetic letter of credit facility will remain
outstanding, with the term of such facility beginning in May 2006. The
company continues to have access to the US$225 million revolving credit
facility.
The company has also through its wholly owned finance subsidiaries, Hexion
U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC, sold US$200 million
of Second-Priority Senior Secured Floating Rate Notes due 2014 and US$625
million of
9-3/4% Second-Priority Senior Secured Notes due 2014.
Hexion Specialty has exercised its right to accept for early payment all its
outstanding:
-- Second-Priority Senior Secured Floating Rate Notes due
2010 (CUSIP No. 07329WAA6),
-- Second-Priority Senior Secured Floating Rate Notes due
2010 (CUSIP No. 428303AA9) and
-- 9% Second-Priority Senior Secured Notes due 2014
tendered by 9:00 a.m. New York City time, on Nov. 3, 2006.
Pursuant to the terms of the Offer to Purchase and Consent Solicitation
Statement dated Oct. 12, 2006, and the related Consent and Letter of
Transmittal, the company has accepted for purchase and paid for the entire
principal amount of the outstanding US$150 million principal amount of its
2005 Floating Rate Notes, the entire principal amount of the outstanding
US$150 million principal amount of its 2004 Floating Rate Notes and the
entire principal amount of the outstanding US$325 million principal amount
of its 9% Notes.
In connection with the tender offers for the Notes, Hexion received the
required consents with respect to the Notes to eliminate substantially all
of the restrictive covenants and certain events of default included in the
Indentures under which such Notes were issued. As a result, the consent
condition has been satisfied with respect to the Notes. In addition, Hexion
also announced that all conditions, including obtaining the financing to pay
for the Notes and consents in accordance with the terms of the Offer
Documents, have been satisfied.
Accordingly, the supplemental indentures relating to the Notes containing
the proposed amendments were executed by Hexion and the Trustee under the
respective Indentures and became operative upon Hexion's acceptance for
purchase of the Notes tendered to date. In addition, in connection with the
tender offers, Hexion solicited the consent of the holders of the 2005
Floating Rate Notes, the 2004 Floating Rate Notes and the 9% Notes to
terminate all of the security interests securing the obligations under such
Notes. All such security interests were terminated immediately after the
acceptance for purchase of the 2005 Floating Rate Notes, the 2004 Floating
Rate Notes and the 9% Notes by Hexion.
Notwithstanding Hexion's exercise of its early acceptance rights, the Tender
Offers will remain open until 5:00 pm, New York City time, on Nov. 13, 2006,
unless extended by Hexion.
Hexion has retained Credit Suisse Securities (USA) LLC to act as Dealer
Manager in connection with the tender offers and consent solicitations.
Questions about the tender offers and consent solicitations may be directed
to:
Credit Suisse Securities (USA) LLC
Tel: (800) 820-1653 (toll free)
(212) 325-7596 (collect)
Copies of the Offer Documents and other related documents may be obtained
from the information agent for the tender offers and consent solicitations
at:
D.F. King & Co., Inc.
Tel: (800) 290-6426 (toll free)
(212) 269-5550 (collect)
The tender offers and consent solicitations are being made solely by means
of the Offer Documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to sell the
Notes or any other securities of Hexion. No recommendation is made as to
whether holders of the Notes should tender their Notes.
The New Notes will not be and have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements. The information contained in this press release shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of any of the securities referred to
herein in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any state.
Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- makes thermosetting resins (or thermosets).
Thermosets add a desired quality (heat resistance, gloss, adhesion) to a
number of different paints and adhesives. Hexion also makes formaldehyde and
other forest product resins, epoxy resins, and raw materials for coatings
and inks. The Company has 86 manufacturing and distribution facilities in
18 countries. In Latin America, the company has operations in Argentina,
Brazil and Colombia.
* * *
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to Hexion Specialty's US$1.675
billion senior secured term loan and synthetic letter of credit
facilities.
The rating on the existing US$225 million revolving credit
facility was lowered to 'B+' with a recovery rating of '3', from
'BB-' with a recovery rating of '1', to reflect the similar
security package as the new term loan and synthetic letter of
credit facility.
The ratings on the existing senior second secured notes were
raised to 'B', with a recovery rating of '3', from 'B-' with a
recovery rating of '5'. The ratings on the senior second
secured notes reflect the amount of priority claims of the
revolving facility and the first-lien term loan lenders.
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.
In Latin America, the company has operations in Argentina, Brazil and
Colombia.
===================
C O S T A R I C A
===================
GNC CORP: Commences US$325MM Floating Rate Senior Note Offering
---------------------------------------------------------------
GNC Corp. disclosed that GNC Parent Corp., a newly formed holding company
that controls GNC, intends to offer, subject to market conditions, US$325
million in aggregate principal amount of floating rate senior PIK notes due
2011.
The Notes will be offered to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended, and to persons outside
the United States under Regulation S of the Securities Act. The pricing and
terms of the Notes are to be determined.
The Notes will be senior unsecured obligations of GNC Parent. The proceeds
from the sale of the Notes, together with cash on hand, will be used to:
-- redeem GNC's outstanding Series A preferred stock;
-- repay a portion of the indebtedness of General Nutrition
Centers, Inc., a wholly owned subsidiary of the company,
under Centers' senior term loan facility;
-- pay a dividend to the common stockholders of Parent; and
-- pay transaction-related fees and expenses.
The Notes have not been registered under the Securities Act and, unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other
applicable securities laws.
GNC has also decided to explore strategic alternatives to enhance
stockholder value, including a possible sale of the company or an initial
public offering of shares of common stock by GNC Parent. GNC previously
filed a Form S-1 registration statement with the SEC for an initial public
offering of common shares, which was postponed in August 2006. The
registration statement has not been withdrawn. There can be no assurance
that the exploration of strategic alternatives will result in the completion
of any transaction. The company does not intend to disclose developments
with respect to the exploration of strategic alternatives unless and until
the board of directors of the Company has approved a specific transaction.
Headquartered in Pittsburgh, Pa., GNC -- http://www.gnc.com/--
is the largest global specialty retailer of nutritional
supplements, which includes vitamin, mineral and herbal
supplements, sports nutrition products, diet and energy products
and specialty supplements. GNC has more than 4,800 retail
locations throughout the United States, including more than
1,000 domestic franchise locations, and locations in 43
international markets.
GNC's Latin American operations are in the Bahamas, Cayman
Islands, Chile, Colombia, Costa Rica, among others.
* * *
As reported in the Troubled Company Reporter-Latin America on
Aug. 23, 2006, Standard & Poor's Ratings Services affirmed its
ratings, including the 'B' corporate credit rating, on
Pittsburgh, Pennsylvania-based General Nutrition Centers Inc.
The ratings are removed from CreditWatch, where they were placed
with positive implications on June 19, 2006. S&P said the
outlook is stable.
===================================
D O M I N I C A N R E P U B L I C
===================================
CAP CANA: Fitch Rates US$250-Million Senior Secured Notes at B
--------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Cap Cana, S.A.'s senior secured
notes. Cap Cana is domiciled in the Dominican Republic. Cap Cana's
principal activity is the development, construction, operation and
administration of a tourist and leisure resort community project of the same
name.
Cap Cana is a multi-use luxury resort located along five miles of coastline
in the southeastern region of the country. The US$250 million in proceeds
from the offering will be used to complete the initial phase of construction
as well as repay a significant amount of Cap Cana's existing debt. The
notes will be secured by a first priority mortgage over unencumbered real
estate property, as well as receivables related to the sale of property.
The multi-use resort development consists of three main components: beach,
golf, and marina.
When fully developed, the project will be anchored by five championship golf
courses (of which three are Jack Nicklaus signature courses), the largest
inland marina in the Caribbean, several luxury hotels, more than 10,000
housing units, numerous sports facilities, along with high-end stores,
restaurants, spas, and entertainment complexes. Cap Cana began development
in 2002 and to date has invested approximately US$220 million in
infrastructure and other improvements, including 17 miles of paved roads,
water reservoirs and treatment facilities, power generation capacity (five
megawatts), a private beach club, the first Jack Nicklaus Signature Golf
course, and substantial completion of the marina and numerous residential
units therein. The first condos were delivered in October 2006.
The structure backing this issuance adds significant investor protections in
two forms:
-- Cash flow controls that will reduce project execution
risks; and
-- Bond proceeds sized to the remaining construction costs
will be held in escrow and only released upon the
achievement of construction milestones.
A material security package backs the debt in the event of a corporate
default. The collateral package will exist in two forms:
-- First mortgage liens on land equal to a minimum of 200% of
the outstanding debt (under certain limited circumstances,
liens equal to a much greater amount are required); and
-- Receivables arising from the sale of developed properties
will equal 125% of outstanding debt.
Cap Cana's business model is to sell units prior to construction. Under the
terms of this transaction, certain sales contracts will be pledged as
collateral to back the notes. These receivables are subject to construction
completion risks, but once completed, the receivables will act much like a
mortgage. Prospective obligors are expected to be high net worth
individuals.
The major risks for Cap Cana are two-fold. First, sales of future units
must be realized in order to collateralize the transaction and generate
additional working capital for the project. Second, construction on
individual units must be completed. Fitch believes these risks to be
consistent with the expected rating. Independent engineer reports were used
to facilitate modeling assumptions, which incorporated downside analysis
regarding real estate valuations as well as construction costs.
Fitch currently has a 'B' Long Term Issuer Default Rating for the Dominican
Republic with a Positive Outlook.
VIVA INTERNATIONAL: To Develop & Market Aviation Product Line
-------------------------------------------------------------
Viva International, Inc., disclosed that its River Hawk Aviation, Inc.
subsidiary will team with Lithium Technology Corporation or LTC to develop a
line of Lithium Ion or LI aviation batteries. The product line will include
starter batteries, emergency batteries and auxiliary power supplies for
commercial and military aircraft. River Hawk and LTC have worked
cooperatively over the last year to test and evaluate several prototype
starter batteries. The data from those tests has resulted in the
development of four power cell products that will undergo certification
testing in early 2007.
Calvin Humphrey, Viva's CEO, and Dr. Andrew Manning, President of LTC, have
met during the past week to review plans for battery certification and
production. A memorandum of understanding specifying roles and
responsibilities for the development, certification and marketing of the
lithium ion aviation batteries followed.
LI batteries are currently being used on advanced airframes such as the
Lockheed Martin F-22 and General Atomics Predator Drone. Current
projections are being made for utilization on the next generation of
airliners including the Boeing 777. The benefits of the LI batteries,
specifically weight, space and power for the commercial aviation market, are
currently being validated in military applications. Internal estimates of
first year market potential revenues have been pegged at US$12 million.
Mr. Humphrey commented, "This initiative with Lithium Technology is an
exciting opportunity to participate in cutting-edge product technology. I
look forward to developing an effective program with Dr. Manning as well as
James Paquette and Alex Wolfe of Flight Test Associates (a related Viva
Company) to develop, certify, and market lithium ion batteries to aviation
users."
About Viva
Viva International has a number of airline and aviation-related
interests including two developmental-stage carriers being
readied to operate in regional markets from hubs in Puerto Rico
and Santo Domingo, Dominican Republic.
The Company plans to create a network of regionally based
airlines across the Caribbean, eventually to be linked to key
points in the United States, Latin America, South America, and
Europe.
At present, the Company maintains executive offices in Michigan.
At June 30, 2006, Viva International's balance sheet showed a
stockholders' deficit of US$4,167,988, compared to a deficit of
US$4,116,893 at March 31, 2006.
Going Concern Doubt
As reported in the Troubled Company Reporter on May 26, 2005,
Kempisty & Company CPAs, P.C., raised substantial doubt about
Viva International Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the
fiscal year ended Dec. 31, 2004. The auditors cite Viva's
US$14.9 million net loss for the period from April 18, 1995, to
Dec. 31, 2004, and zero operating revenue for the two-year
period ended Dec. 31, 2004.
=============
E C U A D O R
=============
PETROECUADOR: Uruguay Participating in Bids to Buy Oil from Firm
----------------------------------------------------------------
Ivan Rodriguez, Ecuador's energy minister, told Bloomberg News that Uruguay
has agreed to participate in bids to purchase crude from Petroecuador -- the
Ecuadorean state oil firm -- in 2007.
Uruguay has also agreed to sell gasoline to Ecuador, Minister Rodriguez told
reporters.
Ecuador will seek to follow Uruguay's policies to save 10% of energy,
Bloomberg News says, citing Minister Rodriguez. It will allow Ecuador to
save US$100 million yearly.
Minister Rodriguez told Bloomberg News, "Sometimes we have energy shortages
because we are too dependent on the rains, so we need to have reserves and
for that we have to encourage savings. A country that needs education,
health; imagine what it could do with that money."
Uruguay imports 15 million barrels of oil yearly. It has a gasoline surplus
of 300 million liters per year, which will now have a market, Bloomberg News
notes, citing Daniel Martinez -- president of ANCAP, the Uruguayan
state-owned energy firm.
"It's spectacular, the possibility of buying crude from Ecuador, because it
generates a strong flow of trade and strengthens our capacity to be open to
the world," Mr. Martinez told Bloomberg News.
Petroecuador, according to published reports, is faced with cash-problems.
The state-oil firm has no funds for maintenance, has no funds to repair
pumps in diesel, gasoline and natural gas refineries, and has no capacity to
pay suppliers and vendors. The government refused to give the much-needed
cash alleging inefficiency and non-transparency in Petroecuador's dealings.
PETROECUADOR: Will Analyze Initial Studies on Blocks 20 & 29
------------------------------------------------------------
Petroecuador, the state-run oil firm of Ecuador, will be studying the
results of the initial studies conducted on blocks 20 and 29 in Amazon, the
nation's energy and mines ministry said in a statement.
According to a statement, the government will launch tenders for blocks 20
and 29.
Block 20 is on the western flank of the Napo-Galeras mountain chain and
contains the Pungarayacu and Oglan fields.
Business News Americas relates that reserves of heavy crude in block 20 are
estimated at 395 million barrels, about 315 million barrels from
Pungarayacu.
Meanwhile, block 29 is primarily exploratory and is located in Pastaza, to
the west of blocks 7 and 21, BNamericas reports.
Petroecuador, according to published reports, is faced with cash-problems.
The state-oil firm has no funds for maintenance, has no funds to repair
pumps in diesel, gasoline and natural gas refineries, and has no capacity to
pay suppliers and vendors. The government refused to give the much-needed
cash alleging inefficiency and non-transparency in Petroecuador's dealings.
* ECUADOR: Inks Pact to Sell Buy Uruguay's Excess Gasoline
----------------------------------------------------------
The Uruguayan government agreed to sell gasoline to Ecuador, Bloomberg News
reports.
According to Bloomberg, Uruguay, which imports 15 million barrels of oil per
year, has an annual gasoline surplus that can reach 300 million liters
(79,156 gallons). That surplus will now have a market, Daniel Martinez,
president of Uruguay's ANCAP, the country's state-run energy company, told
Bloomberg.
Meanwhile, Uruguay agreed with PetroEcuador, Ecuador's state oil company, to
participate in bids to buy crude next year, Bloomberg quoted Ivan Rodriguez,
Ecuador's energy minister.
"It's spectacular, the possibility of buying crude from Ecuador, because it
generates a strong flow of trade and strengthens our capacity to be open to
the world." Mr. Martinez told Bloomberg.
The energy minister added that Ecuador will try to follow Uruguay's policies
to save 10% of energy, which will allow Ecuador to save US$100 million per
year, Bloomberg relates.
"Sometimes we have energy shortages because we are too dependant on the
rains, so we need to have reserves and for that we have to encourage
savings," Mr. Rodriguez was quoted by Bloomberg as saying. "A country that
needs education, health, imagine what it could do with that money."
* * *
Fitch assigned these ratings on Ecuador:
Rating Rating Date
Country Ceiling B- Aug. 29, 2005
Long Term IDR B- Dec. 14, 2005
Short Term IDR B Dec. 14, 2005
=============
J A M A I C A
=============
AIR JAMAICA: Cabinet Asks Firm to Submit Revised Business Plan
--------------------------------------------------------------
The Jamaican Cabinet has requested Air Jamaica to present a revised business
plan that is aimed at decreasing and eliminating unprofitable routes, Donald
Buchanan, the minister of information and development said.
Earlier last week, Air Jamaica held a meeting with a Cabinet
sub-committee -- headed by Dr. Omar Davies, the minister of finance and
planning -- to present the latest business plan.
As reported in the Troubled Company Reporter-Latin America-Latin America on
Nov. 6, 2006 the Cabinet rejected a new business plan for Air Jamaica. The
sub-committee's review substantially supported the position of the Cabinet
that it could not accommodate the proposed plan. Minister Buchanan said
that among of the sub-committee's recommendations was that Air Jamaica
should not, at this time, be shut down. The Cabinet accepted the
recommendation. The sub-committee recommended that Air Jamaica devise a new
business plan with provisions to slim down its operations, including the
elimination of unprofitable routes and provisions for refleeting, by looking
at options for current leases and sub-leases and possible renegotiating the
lease contracts.
Minister Buchanan notes, "Among the issues to be addressed in this new
business plan will be options in respect of re-fleeting the airline, that
is, to give consideration to the existing fleet, to look at the options in
terms of alternate types of aircraft, to look at the question of present
lease and sublease arrangements, and to possibly renegotiate those. One of
the things that is going to be central to the whole decision that will
eventually be made in respect of Air Jamaica, is to minimize and bring to as
close as possible, if not to the actual amount, what government has
committed as the amount to support the airline."
Minister Buchanan pointed out that the government has said that it would be
prepared to provide US$30 million support.
Headquartered in Kingston, Jamaica, Air Jamaica --
ttp://www.airjamaica.com -- was founded in 1969. It flies passengers and
cargo to almost 30 destinations in the Caribbean, Europe, and North America.
Air Jamaica offers vacation packages through Air Jamaica Vacations. The
company closed its intra-island services unit, Air Jamaica Express, in
October 2005. The Jamaican government assumed full ownership of the airline
after an investor group turned over its 75% stake in late 2004. The
government had owned 25% of the company after it went private in 1994. The
Jamaican government does not plan to own Air Jamaica permanently.
* * *
On July 21, 2006, Standard & Poor's Rating Services assigned B long-term
foreign issuer credit rating on Air Jamaica Ltd., which is equal to the
long-term foreign currency sovereign credit rating on Jamaica, is based on
the government's unconditional guarantee of both principal and interest
payments.
KAISER ALUMINUM: Chris Parks Represents PI Claimants
----------------------------------------------------
Chris Parks, Esq., at Chris Parks & Associates, discloses that his firm
represents claimants alleging personal injuries caused by asbestos products
manufactured, marketed, distributed, sold or produced by Kaiser Aluminum &
Chemical Corp.
The nature of the claim held by each claimant is a personal injury tort
claim for damages caused by asbestos products.
Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corp. -- http://www.kaiseraluminum.com/-- is a leading producer of
fabricated aluminum products for aerospace and high-strength, general
engineering, automotive, and custom industrial applications. The Company,
along with its Jamaican subsidiaries
-- Alpart Jamaica Inc. and Kaiser Jamaica Corp. -- filed for chapter 11
protection on Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors' financial
advisor. Lisa G. Beckerman, Esq., H. Rey Stroube, III, Esq., and Henry J.
Kaim, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, and William P.
Bowden, Esq., at Ashby & Geddes represent the Debtors' Official Committee of
Unsecured Creditors. The Debtors' Chapter 11 Plan became effective on July
6, 2006. On June 30, 2004, the Debtors listed US$1.619 billion in assets
and US$3.396 billion in debts. (Kaiser Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or
609/392-0900)
MIRANT CORP: Committee Approves US$34 Million Bonus to Employees
--------------------------------------------------------------
Mirant Corp. and its debtor-affiliates will be giving US$34,000,000 in
bonuses to its 125 U.S. employees for the
successful completion of the Company's planned business and
asset sales, and as incentive for the employees to remain with
the Company, according to Thomas Legro, Mirant's senior vice
president and controller, in a regulatory filing with the U.S.
Securities and Exchange Commission.
Mirant's employees -- at a level of senior vice president or
below -- are considered as critical to the Company's operation,
Mr. Legro says.
Bonuses will be established through a Special Bonus Plan approved by the
Compensation Committee of Mirant's Board of Directors.
Payments under the Special Bonus Plan will be contingent on:
(i) the achievement of an established threshold value from
the sales; and
(ii) the completion of the sale of the Philippine business
and receipt of 65% of the threshold values of the
remaining assets.
Payments under the Plan will be made on or about June 30, 2008,
and participants must be actively employed on June 30, 2008, to
receive any payment. Target amounts payable to participants in
the Plan will be expressed as a percentage of base salary.
Targets for the Senior Vice President participants will be from
130% to 200% of their base salaries.
Members of the Company's executive committee, are excluded from
the Special Bonus Plan:
(1) Edward R. Muller, President and Chief Executive Officer;
(2) James V. Iaco, Jr., EVP and CFO;
(3) S. Linn Williams, EVP and General Counsel;
(4) Robert M. Edgell, EVP and U.S. Region Head; and
(5) William P. von Blasingame, SVP and GM-Caribbean.
Mirant will instead make special equity grants to the Company's
executive committee, Mr. Legro adds. The grants will be made
under the Company's 2005 Omnibus Incentive Plan at the next
regularly scheduled meeting of the Compensation Committee on
Nov. 8, 2006. The special equity grants will be vested on
June 30, 2008.
Headquartered in Atlanta, Georgia, Mirant Corp. (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines. Mirant's investments in the Caribbean include three integrated
utilities and assets in Jamaica, Grand Bahamas, Trinidad and Tobago and
Curacao. Mirant owns or leases more than 18,000 megawatts of electric
generating capacity globally. Mirant Corporation filed for chapter 11
protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under
the terms of a confirmed Second Amended Plan on Jan. 3, 2006. Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in their
successful restructuring. When the Debtors filed for protection from their
creditors, they listed US$20,574,000,000 in assets and US$11,401,000,000 in
debts. The Debtors emerged from bankruptcy on Jan. 3, 2006. (Mirant
Bankruptcy News, Issue No. 107; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
===========
M E X I C O
===========
ALASKA AIR: Reports Passenger Traffic for October
-------------------------------------------------
Alaska Air Group, Inc., reported October passenger traffic for its
subsidiaries, Alaska Airlines and Horizon Air.
Alaska Airlines
Alaska's October traffic increased 5.9% to 1.374 billion revenue passenger
miles or RPMs from 1.298 billion flown a year earlier. Capacity during
October was 1.919 billion available seat miles (ASMs), 4.2% higher than the
1.842 billion in October 2005.
The passenger load factor (the percentage of available seats occupied by
fare-paying passengers) for the month was 71.6%, compared with 70.5% in
October 2005. The airline carried 1,333,300 passengers, compared with
1,299,500 in October 2005.
RPMs for the 10-month period totaled 14.953 billion, a 6.0% increase from
the 14.109 billion recorded a year earlier. Capacity for the 10 months
ended October 2006 increased 4.7% to 19.442 billion ASMs, compared with
18.578 billion in 2005.
The passenger load factor for the first 10 months of 2006 was 76.9%,
compared with 75.9% in 2005. The airline carried 14,391,300 passengers,
compared with 14,015,100 in 2005.
Horizon Air
Horizon's October traffic increased 9.4% to 228.5 million RPMs from 208.9
million flown a year earlier. Capacity during October was 313.0 million
ASMs, 8.1% higher than the 289.5 million in October 2005.
The passenger load factor for the month was 73.0%, compared with
72.2% in October 2005. The airline carried 586,500 passengers, compared with
537,900 in October 2005.
RPMs for the 10-month period totaled 2.260 billion, a 10.2% increase from
the 2.051 billion recorded a year earlier. Capacity for the 10 months ended
October 2006 increased 7.5% to 3.042 billion ASMs, compared with 2.831
billion in 2005.
The passenger load factor for the first 10 months of 2006 was 74.3%,
compared with 72.4% in 2005. The airline carried 5,758,000 passengers,
compared with 5,422,300 in 2005.
Horizon's RPMs, passenger load factor and passengers are reported using
actual October operating data for flights operated as Horizon Air combined
with estimated operating data for Horizon's regional jet service operated as
Frontier JetExpress.
Seattle, Wash.-based Alaska Air Group, Inc. (NYSE: ALK) --
http://alaskaair.com/-- is a holding company with two principal
subsidiaries, Alaska Airlines, Inc. and Horizon Air Industries,
Inc. Alaska operates an all-jet fleet with an average passenger trip length
of 1,009 miles. Alaska principally serves destinations in the state of
Alaska and North/South service between cities in the Western United States,
Canada, and Mexico. Horizon operates jet and turboprop aircraft with
average passenger trip of 382 miles. Horizon serves 40 cities in seven
states and six cities in Canada.
* * *
Standard & Poor's Rating Services revised its outlook on Alaska
Air Group Inc. to stable from negative. The ratings on Alaska Air Group and
its major operating subsidiary, Alaska Airlines Inc., including the 'BB-'
corporate credit rating on both entities, were affirmed.
CHURCH & DWIGHT: Declares US$0.07 Per Share Quarterly Dividend
--------------------------------------------------------------
Church & Dwight Co., Inc.'s board of directors declared a regular quarterly
dividend of US$0.07 per share.
This quarterly dividend will be payable Dec. 1, 2006, to stockholders of
record at the close of business on
Nov. 13, 2006. It is the company's 423rd regular consecutive quarterly
dividend.
Headquartered in Princeton, New Jersey, Church & Dwight Co. Inc.
-- http://www.churchdwight.com/-- manufactures and sells sodium
bicarbonate products popularly known as baking soda. The
company also makes laundry detergent, bathroom cleaners, cat
litter, carpet deodorizer, air fresheners, toothpaste, and
antiperspirants.
The company's international business includes operations in
Australia, Canada, Mexico, the United Kingdom, France and Spain.
* * *
As reported in the troubled Company reporter-Latin America on
Sept. 29, 2006, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the US Consumer Products,
Beverage, Toy, Natural Product Processors, Packaged Food
Processors and Agricultural Cooperative sectors, the rating
agency confirmed its B2 Corporate Family Rating for Church &
Dwight Company, Inc.
Additionally, Moody's revised and held its probability-of-
default ratings and assigned loss-given-default ratings on these
loans and bond debt obligations:
Projected
Old POD New POD LGD Loss-Given
Debt Issue Rating Rating Rating Default
---------- ------- ------- ------ ----------
US$100 million
Revolving Credit Ba2 Baa3 LGD2 23%
US$531 million
Sr. Secured
Term Loan Ba2 Baa3 LGD2 23%
US$100 million
Conv. Debentures Ba2 Ba2 LGD4 59%
US$250 million
Sr. Sub. Notes Ba3 Ba3 LGD5 85%
DELTA AIR: October 2006 System Traffic Rises 1.7%
-------------------------------------------------
Delta Air Lines reported traffic results for October 2006. System traffic
for October 2006 increased 1.7% from October 2005 with a capacity decrease
of 4.5%. Delta Air's system load factor was 77.1% in October 2006,
increasing 4.7 points from the same period last year.
Domestic traffic in October 2006 decreased 5.5% year over year, and capacity
decreased 14.1%. Domestic load factor in October 2006 was 78.4%, increasing
7.1 points from the same period a year ago. International traffic in
October 2006 increased 24.0% year over year on a 27.2% increase in capacity.
International load factor was 74.2%, decreasing 1.9 points compared with
October 2005.
Delta Air achieved its highest October load factors on record for
consolidated system (77.1% with previous high of 74.2% in October 2004),
mainline system (77.4% with a previous high of 74.7% in October 2004),
mainline domestic (78.9% with a previous high of 73.6%) and Delta Connection
(76.3% with a previous high of 71.4%).
During October 2006, Delta Air operated its schedule at a 98.4% completion
rate compared with 96.9% in October 2005. Delta Air boarded 8.9 million
passengers during the month of October 2006, decreasing 3.6% from October
2005. Detailed traffic and capacity are attached.
Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in terms of
passengers carried and the leading US carrier across the Atlantic, offering
daily flights to 502 destinations in 88 countries on Delta, Song, Delta
Shuttle, the Delta Connection carriers and its worldwide partners. The
company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their restructuring
efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the
Debtors with financial advice. Daniel
H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer &
Feld LLP, provide the Official Committee of Unsecured Creditors with legal
advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and
James S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors. As of June 30, 2005, the Company's balance
sheet showed US$21.5 billion in assets and US$28.5 billion in liabilities.
KRISPY KREME: Settles Securities Fraud Lawsuit for US$75 Million
----------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., with the approval of the Special
Committee of its Board of Directors, has entered into a
Stipulation and Settlement Agreement with the lead plaintiffs in
the pending securities class action, the plaintiffs in the pending
derivative action and all defendants named in the class action and
derivative action, except for the Company's former chairman and chief
executive officer, providing for the settlement of the securities class
action and the derivative action.
Both the class action and derivative action settlements are
subject to preliminary and final approval of the U.S. District
Court for the Middle District of North Carolina.
With respect to the securities class action, the Stipulation
provides for the certification of a class consisting of all
persons who purchased the Company's publicly-traded securities
between March 8, 2001 and April 18, 2005, inclusive.
The settlement class will receive total consideration of
approximately US$75 million, consisting of a cash payment of
US$34,967,000 to be made by the Company's directors' and officers' insurers,
a cash payment of US$100,000 to be made by the Company's former Chief
Operating Officer, John W. Tate, a cash payment of US$100,000 to be made by
the Company's former Chief Financial Officer, Randy Casstevens, a cash
payment of US$4,000,000 to be made by the Company's independent registered
public accounting firm, and common stock and warrants to purchase common
stock to be issued by the Company having an aggregate value of
US$35,833,000.
All claims against defendants will be dismissed with prejudice;
however, claims that the Company may have against Scott A.
Livengood, the Company's former Chairman and Chief Executive
Officer, that may be asserted by the Company in the derivative
action for contribution to the securities class action settlement or
otherwise under applicable law are expressly preserved. The Stipulation
contains no admission of fault or wrongdoing by the Company or the other
defendants.
With respect to the derivative litigation, the Stipulation
provides for the settlement and dismissal with prejudice of all
claims against defendants except for claims against Mr. Livengood. The
Company, acting through its Special Committee, settled claims against Mr.
Tate and Mr. Casstevens for these consideration:
-- Messrs. Tate and Casstevens each agreed to contribute
US$100,000 in cash to the settlement of the securities
class action;
-- Mr. Tate agreed to cancel his interest in 6,000 shares of
the Company's common stock; and
-- Messrs. Tate and Casstevens agreed to limit their claims
for indemnity from the Company in connection with future
proceedings before the Securities and Exchange Commission
or the United States Attorney for the Southern District
of New York to specified amounts.
The Company, acting through its Special Committee, has been in
negotiations with Mr. Livengood but has not reached agreement to
resolve the derivative claims against him and counsel for the
derivative plaintiffs are deferring their application for fees
until conclusion of the derivative actions against Mr. Livengood. All other
defendants named in the derivative action will be dismissed with prejudice
without paying any consideration, consistent with the findings and
conclusions of the Company's Special Committee in its report of August 2005.
"The settlement of these legal matters represents a significant
step in the turnaround of Krispy Kreme," Daryl Brewster, President and Chief
Executive Officer, said.
The Company estimates that, based on the current market price of
its common stock, it will issue approximately 1,875,000 shares of its common
stock and warrants to purchase approximately 4,400,000 shares of its common
stock in connection with the Stipulation. The exercise price of the
warrants will be equal to 125% of the average of the closing prices of the
Company's common stock for the 10-day period surrounding the filing of its
Annual Report on Form 10-K for the fiscal year ended
Jan. 29, 2006.
The Company has recorded a non-cash charge to earnings in fiscal
2006 of US$35,833,000, representing the estimated fair value of the common
stock and warrants to be issued by the Company. The
Company has recorded a related receivable from its insurers in the amount of
US$34,967,000, as well as a liability in the amount of US$70,800,000
representing the aggregate value of the securities to be issued by the
Company and the cash to be paid by the insurers.
The settlement is conditioned upon the Company's insurers and the other
contributors paying their share of the settlement. The provision for
settlement costs will be adjusted to reflect changes in the fair value of
the securities until they are issued following final court approval of the
Stipulation, which the Company anticipates will occur in late calendar 2006
or early calendar 2007.
Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) -- http://www.krispykreme.com/-- is a branded
specialty retailer of premium quality doughnuts, including the
Company's signature Hot Original Glazed. There are currently
approximately 320 Krispy Kreme stores and 80 satellites operating system
wide in 43 U.S. states, Australia, Canada, Mexico, the Republic of South
Korea and the United Kingdom.
Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC is a
majority-owned subsidiary and franchisee partner of Krispy Kreme Doughnuts,
Inc., in the Philadelphia region. Freedom Rings operates six out of the
approximately 360 Krispy Kreme stores and 50 satellites located worldwide.
The Company filed for chapter 11 protection on Oct. 16, 2005 (Bankr. D. Del.
Case No. 05-14268). M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and
Matthew Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent
the Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it estimated US$10 million to US$50 million
in assets and debts.
Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is a
97%-owned unit of Krispy Kreme. Glazed filed for chapter 11 protection on
Feb. 3, 2006 (Bankr. N.D. Ill. Case No.
06-00932). The bankruptcy filing will facilitate the sale of 12 Krispy
Kreme stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately US$10 million to Westward Dough,
the Krispy Kreme area developer for Nevada, Utah, Idaho, Wyoming and
Montana. Daniel A. Zazove, Esq., at Perkins Coie LLP represents Glazed in
its restructuring efforts. When Glazed filed for protection from its
creditors, it estimated assets and debts between US$10 million to US$50
million.
KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings. The Monitor
is attempting to sell the KremeKo business.
MERIDIAN AUTO: 11 Creditors Oppose Assumption of Contracts
----------------------------------------------------------
Eleven creditors oppose Meridian Automotive Systems, Inc. and its
debtor-affiliates' assumption of their executory contracts and leases:
* DaimlerChrysler Corp.,
* General Electric Capital Corp.,
* Gelco Corp., d/b/a GE Capital Fleet Services,
* Johnson Controls, Inc.,
* MERI (NC) LLC,
* Saint-Gobain Vetrotex America, Inc.,
* The Dow Chemical Company,
* Visteon Corp.,
* Interiors of America, Inc.,
* Intier Automotive Seating of America, Inc., and
* United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union.
The Creditors complain that the Debtors failed to adequately
identify the contracts they seek to assume by, among other
things, date, contract number or any other specific information.
Without any identifying information, the Creditors assert that
they will not be able to ascertain which of their division or
affiliate has the information necessary to respond to the
Debtors' request.
To assume executory contracts, the Debtors must cure all defaults and
provide adequate assurance of future performance, the Creditors maintain.
Certain of the Creditors refute the Debtors' contention that no
cure amounts are due. Three Creditors state that the appropriate cure
amount with respect to their contracts total approximately:
Creditor Cure Amount
-------- -----------
Johnson Control US$164,656
MERI 354,079
GE Fleet Services 11,359
Visteon Corp. 3,549,344
The Creditors inform the U.S. Bankruptcy Court for the District of Delaware
that the stated Cure Amounts may be later modified as additional charges
accrue or become known to them or upon the
completion of an appropriate reconciliation.
USW is the exclusive bargaining representative of the hourly
employees of the Debtors' facility located at Jackson, Ohio. As
described in the Disclosure Statement in support of the Debtors'
Fourth Amended Plan of Reorganization, the collective bargaining
agreement between the Debtors and USW expired on April 21, 2006.
Thus, there is no collective bargaining agreement for the Debtors to assume
concerning the Jackson, Ohio plant, USW informs the Court.
Saint-Gobain reserves the right to assert additional remedies for defaults
that have not yet occurred but may occur prior to the Assumption Effective
Date.
Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other interior
systems to automobile and truck manufacturers. Meridian operates 22 plants
in the United States, Canada and Mexico, supplying Original Equipment
Manufacturers and major Tier One parts suppliers. The Company and its
debtor-affiliates filed for chapter 11 protection on April 26, 2005 (Bankr.
D. Del. Case Nos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry
J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley
Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton, Esq.,
Edward J. Kosmowski, Esq., and Ian S. Fredericks, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their restructuring
efforts. Eric E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors. The Committee also hired Ian
Connor Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A., to
prosecute an adversary proceeding against Meridian's First Lien Lenders and
Second Lien Lenders to invalidate their liens. When the Debtors filed for
protection from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities. (Meridian Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
MERIDIAN AUTO: Stegenga Stays as Chief Restructuring Officer
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized Meridian
Automotive Systems Inc. and its debtor-affiliates to continue the employment
of Jeffery J. Stegenga as their chief restructuring officer under the terms
of the FTI Engagement Letter.
The Debtors are authorized to remit any Success Fee earned in
their Chapter 11 cases to FTI Consulting, Inc., and Alvarez &
Marsal as set forth in their request.
The Debtors obtained permission from the Court to employ FTI
Consulting, Inc., as their restructuring advisors, and designated Jeffery J.
Stegenga as their chief restructuring officer.
As reported in the Troubled Company Reporter on Oct. 12, 2006,
Mr. Stegenga has been serving as the Debtors' chief restructuring officer
since their bankruptcy filing, assisting the Debtors in their operations and
managing the Debtors' overall restructuring efforts. Among others, Mr.
Stegenga assisted in the development of ongoing business and financial plans
and conducted restructuring negotiations with creditors with respect to an
overall exit strategy for the Debtors' Chapter 11 cases.
In August 2006, Mr. Stegenga resigned from FTI and commenced
employment with Alvarez & Marsal effective Sept. 1, 2006.
As the Debtors' chief restructuring officer, Mr. Stegenga has been
intimately involved in the restructuring process and his continued efforts
are essential to achieving confirmation of the Plan over the coming months.
The Debtors intended to continue employing FTI as their
restructuring advisors and do not seek to retain the services of
A&M. Neither A&M nor any of its employees except Mr. Stegenga
will render any services on the Debtors' behalf. Moreover, the
Debtors will not pay to A&M any fees or expense reimbursements.
FTI has, however, agreed to give A&M 16% of the Success Fee if
earned.
Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other interior
systems to automobile and truck manufacturers. Meridian operates 22 plants
in the United States, Canada and Mexico, supplying Original Equipment
Manufacturers and major Tier One parts suppliers. The Company and its
debtor-affiliates filed for chapter 11 protection on April 26, 2005 (Bankr.
D. Del. Case Nos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry
J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley
Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton, Esq.,
Edward J. Kosmowski, Esq., and Ian S. Fredericks, sq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their restructuring
efforts. Eric E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors. The Committee also hired Ian
Connor Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A., to
prosecute an adversary proceeding against Meridian's First Lien Lenders and
Second Lien Lenders to invalidate their liens. When the Debtors filed for
protection from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities. (Meridian Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
SEMGROUP LP: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate family
rating on SemGroup, LP.
Additionally, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and bond debt
obligations:
Projected
Old POD New POD LGD Loss-Given
Debt Issue Rating Rating Rating Default
---------- ------- ------- ------ ----------
8.75% Sr. Unsec.
Gtd. Global Notes
due 2015 B1 B1 LGD5 79%
Sr. Sec. Gtd.
Revolving Credit
Facility due 2010 Ba3 Ba2 LGD3 41%
Sr. Sec. Gtd.
Term Loan due 2010 Ba3 Ba2 LGD3 41%
Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default. The LGD rating methodology will disaggregate these two
key assessments in long-term ratings. The LGD rating methodology will also
enhance the consistency in Moody's notching practices across industries and
will improve the transparency and accuracy of Moody's ratings as Moody's
research has shown that credit losses on bank loans have tended to be lower
than those for similarly rated bonds.
Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale. They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.
Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock. Moody's opinion of
expected loss are expressed as a percent of principal and accrued interest
at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6
(loss anticipated to be 90% to 100%).
SemGroup, LP -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace. SemGroup provides
diversified services for end users and consumers of crude oil, natural gas,
natural gas liquids, refined products and asphalt. Services include
purchasing, selling, processing, transporting, terminaling and storing
energy. SemGroup serves customers in the United States, Canada, Mexico and
the United Kingdom.
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor. When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than US$100 million. The Debtors' exclusive period to file a
chapter 11 plan expires on Dec. 18, 2006.
UNITED RENTALS: Earns US$95 Million in 2006 Third Quarter
---------------------------------------------------------
United Rentals Inc. filed its financial statements for the third
quarter ended Sept. 30, 2006, with the U.S. Securities and Exchange
Commission on Oct. 31, 2006.
At Sept. 30, 2006, the Company's balance sheet showed
US$5.488 billion in total assets, US$3.987 billion in total
liabilities, and US$1.501 billion in total stockholders' equity.
Total revenues of US$1.070 billion for the third quarter increased 9.3% from
the third quarter 2005. Third quarter net income of US$95 million increased
25% from US$76 million for the third quarter 2005.
Same-store rental revenues increased 3.5% from the third quarter
2005, and dollar utilization was essentially flat at 72.2%. Free cash flow
for the third quarter was US$135 million after total capital expenditures of
US$192 million. Free cash flow is a non-GAAP measure.
The company expects to generate US$3.95 billion in total revenues in 2006,
and raised its outlook for free cash flow to US$175 million after total
capital expenditures of approximately US$955 million.
Third Quarter 2006 Financial Highlights
For the third quarter 2006 compared with last year's third
quarter:
-- Return on invested capital improved 2.3 percentage points
to 13.0%.
-- Rental rates increased 5.1%.
-- SG&A expenses improved 1.2 percentage points to 15.3%
of revenues.
-- Operating income of US$216 million increased 25%.
-- Free cash flow generation was US$135 million compared with
negative free cash flow of US$62 million.
-- Contractor supplies sales increased 23% to US$109 million.
The size of the rental fleet, as measured by the original
equipment cost, was US$4.1 billion and the age of the rental fleet was 38
months at Sept. 30, 2006, compared with US$3.9 billion and 40 months at
year-end 2005, and US$4 billion and 39 months at Sept. 30, 2005.
Cash flow from operations was US$237 million for the third quarter 2006
compared with US$96 million for the same period last year. After total
rental and non-rental capital expenditures of US$192 million, free cash flow
for the third quarter 2006 was US$135 million compared with negative free
cash flow of US$62 million for the same period last year.
First Nine Months Results
Net income, including the second and third quarter charges
totaling US$9 million, increased 24% to US$171 million for the first nine
months 2006 from US$138 million for the first nine months 2005. Total
revenues of US$2.91 billion for the first nine months 2006 increased 12.0%
from the first nine months 2005.
After total rental and non-rental capital expenditures of
US$851 million compared with US$736 million for the first nine months 2005,
free cash flow for the first nine months 2006 was
US$19 million compared with negative free cash flow of US$83 million for the
same period last year.
Net debt, which represents debt plus subordinated convertible
debentures less cash, of US$2.82 billion at Sept. 30, 2006,
decreased US$19 million from Dec. 31, 2005, and US$190 million from Sept.
30, 2005.
CEO Comments and Outlook
Wayland Hicks, chief executive officer for United Rentals, said,
"The combination of improved rental rates and excellent profit
flow-through resulted in our continued strong performance in the
quarter. We also continued our strong contractor supplies growth, improved
our SG&A expense ratio and increased our operating margin to more than 20%.
"The investments we have been making to take advantage of the
growth opportunities in our markets are paying off in the form of free cash
flow generation, debt reduction and return on invested capital improvement."
Hicks also said, "We remain focused on driving revenue growth,
improving our margins and increasing our return on capital. For
the full year 2006, after absorbing the impact of the second and
third quarter items, we are adjusting our outlook range for
diluted earnings per share to US$2.12 to US$2.22 on total revenue of US$3.95
billion and increasing our outlook for free cash flow to US$175 million."
Return on Invested Capital
Return on invested capital was 13.0% for the 12 months ended
Sept. 30, 2006, an improvement of 2.3 percentage points from the
same period a year ago. The company's ROIC metric uses operating income for
the trailing 12 months divided by the averages of stockholders' equity,
debt, and deferred taxes, net of average cash. The company reports ROIC to
provide information on the company's efficiency and effectiveness in
deploying its capital and improving shareholder value.
Segment Performance
The company's financial reporting segments are general rentals;
trench safety, pump and power; and traffic control.
General Rentals
The general rentals segment includes rental of construction,
aerial, industrial and homeowner equipment, as well as related
services and activities.
Third quarter 2006 revenues for general rentals were US$921 million, an
increase of 9.1% compared with US$844 million for the third quarter 2005.
Rental rates for the third quarter increased 5.3% and same-store rental
revenues increased 3.3% from the same period last year. Operating income
for general rentals was US$190 million for the third quarter, an increase of
21.8% compared with US$156 million for the same period last year.
First nine months 2006 revenues for general rentals were
US$2.54 billion, an increase of 11.8% compared with US$2.27 billion for the
first nine months 2005. Operating income for general rentals was US$414
million for the first nine months, an increase of 18.3% compared with US$350
million for the same period last year.
General rentals segment revenues represented 87% of total revenues for the
first nine months 2006.
Trench Safety, Pump and Power
The trench safety, pump and power segment includes rental of steel trench
shields and shoring, pumps, temporary power and climate control equipment,
as well as related services and activities.
Third quarter 2006 revenues for trench safety, pump and power of
US$62 million, including a rental rate increase of 2.9%, represent an
increase of 19.2% compared with US$52 million for the third quarter 2005.
Operating income for trench safety, pump and power was US$18 million for the
third quarter, unchanged from the same period last year, reflecting the
impact of start up costs related to seven new branch locations.
First nine months 2006 revenues for trench safety, pump and power were
US$166 million, an increase of 27.7% compared with US$130 million for the
first nine months 2005. Operating income for trench safety, pump and power
was US$44 million for the first nine months, an increase of US$9 million
from the same period last year.
Traffic Control
The traffic control segment includes rental of equipment used for traffic
management, as well as related services and activities.
Third quarter 2006 revenues for traffic control were US$87 million, an
increase of US$4 million from the third quarter 2005. Operating income for
traffic control was US$8 million for the third quarter compared with an
operating loss of US$1 million for the same period last year.
First nine months 2006 revenues for traffic control were
US$209 million, an increase of 4.5% compared with US$200 million for the
first nine months 2005. Traffic control had an operating loss of US$4
million for the first nine months 2006 compared with an operating loss of
US$14 million for the first nine months 2005.
Third Quarter 2006 Charges
The third quarter 2006 results include debt prepayment charges of US$6
million pre-tax related to the retirement of US$63 million of subordinated
convertible debentures in connection with the QUIPs redemption and a US$400
million prepayment of the term loan.
Status of the SEC Inquiry
The previously announced SEC inquiry of the company is ongoing.
The company is continuing to cooperate fully with the SEC. As
previously stated, the inquiry appears to relate to a broad range of the
company's accounting practices and is not confined to a specific period.
Full-text copy of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?146e
Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company, with an
integrated network of more than 760 rental locations in 48 states, 10
Canadian provinces, and Mexico. The company's 13,900 employees serve
construction and industrial customers, utilities, municipalities, homeowners
and others. The company offers for rent over 20,000 classes of rental
equipment. United Rentals is a member of the Standard & Poor's MidCap 400
Index and the Russell 2000 Index(R).
* * *
As reported in the Troubled Company Reporter on Sept. 12, 2006,
Moody's Investors Service upgraded the ratings of United Rentals
Inc. -- corporate family rating to B1 from B2; senior secured to
B1 from B2; senior unsecured to B2 from B3; senior subordinate to B3 from
Caa1; quarterly income preferred securities to Caa1 from Caa2; and,
speculative grade liquidity rating to SGL-2 from SGL-3. Moody's said the
rating outlook is stable.
As reported in the Troubled Company Reporter on Aug. 29, 2006,
Standard & Poor's Ratings Services removed the ratings, including its 'BB-'
corporate credit rating, on equipment rental company United Rentals (North
America) Inc. and on its parent, United Rentals Inc., from CreditWatch with
developing implications.
VITRO ENVASES: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's affirmed Vitro Envases Nortemarica, S.A. de C.V. aka Vena's B2
Corporate Family Rating and the B2 rating for its US$250 million 10.75%
senior secured notes, due 2011. The outlook on Vena's ratings is stable.
Vena is Vitro's glass container subsidiary, and accounts for approximately
half of Vitro's sales.
The affirmation reflects Vena's solid operating performance since 2005, its
healthy leverage, and Moody's expectation of only limited, if any, liquidity
support to its parent Vitro. In the twelve months ended Sept. 30, 2006,
Vena's sales and reported EBIT rose by 15.3% and 40.4%, respectively (in
nominal US dollars), while reported EBIT margin improved to 12.1% from 9.9%
in the prior year's period. For the same period, Debt/EBITDA and
EBIT/Interest were 2.8 times and 1.9 times, respectively.
Vena's B2 CFR balances the company's single-B competitive position and Ba
profitability and asset efficiency measures, with Baa-type Debt/EBITDA
leverage, single-B EBIT/Interest coverage and a negative Free Cash Flow/Debt
ratio that maps to a Ca. The risk of cash leakage to its parent company
Vitro largely explains the gap to the B1 rating yielded by Moody's Rating
Methodology for Packaging Manufacturers for Metals, Glass and Plastic
Containers.
The B2 ratings for Vena's 10.75% senior secured notes due 2011 reflect the
notes' priority in the capital structure, collateral pledges under the
company's Master Collateral and Intercreditor Agreement, and the resulting
high expected recovery levels in the event of default.
The stable outlook for Vena's ratings reflects Moody's expectation of:
i) continued solid operating profitability and Debt/EBITDA
for the rating category;
ii) a return to at least neutral free cash flow in the coming
quarters; and
iii) limited, if any, liquidity support to Vitro.
Upward pressure remains limited because of the risk that Vena will have to
lend liquidity support to Vitro. Over the medium term, the ratings could be
upgraded if:
-- this cash leakage risk subsides;
-- operating performance and Debt/EBITDA remain at currently
healthy levels; and
-- the EBIT/Interest and Free Cash Flow/Debt ratios rise
above 2 times and 6%, respectively.
At the current rating level, some tolerance for liquidity support to Vitro
remains (about US$80 million related to baskets plus unrestricted cash
reserves). A downgrade could be triggered, however, by a combination of
material liquidity support to Vitro and weaker than anticipated credit
metrics, for example as a result of deteriorating earnings due to adverse
industry events.
These ratings were affirmed:
-- Corporate family rating, at B2; and
-- US$250 million 10.75% senior secured notes, due 2011,
at B2.
The ratings outlook is stable.
Headquartered in Monterrey, Mexico, Vitro Envases Norteamerica, S.A. de CV,
is the leading manufacturer of glass containers in Mexico and Central
America, serving the global food, beverage, pharmaceutical, and cosmetics
industries. The company also manufactures and distributes soda ash and
sodium bicarbonate and capital goods, such as glass-forming machines and
molds. Vena is a wholly owned subsidiary of Vitro, S.A. de C.V. (also based
on Monterrey, Mexico) and accounts for about half of that company's sales.
For the twelve months ended Sept. 30, 2006, Vena's consolidated sales
reached about US$1.16 billion.
VITRO SA: Debt Repayment Risk Cues Moody's to Affirm Ratings
------------------------------------------------------------
Moody's changed the outlook for the ratings of Vitro, S.A. de C.V. to
negative from stable, while affirming the company's B2 Corporate Family
Rating and the Caa1 ratings for its senior unsecured notes due 2007 and
2013.
The change of the ratings outlook to negative from stable reflects concerns
that the repayment of Vitro's US$152 million 11.375% senior notes in May
2007 continues to largely depend on cash sources that are subject to
execution risk. Because existing cash reserves and free cash flow will not
cover near term debt maturities despite improved operating performance,
Moody's believes that Vitro intends to retire the notes with US$50 million
in proceeds from its recent secondary offering, and US$100 million from a
potential transaction that so far has not been publicly disclosed in detail.
Moody's considers this repayment plan as somewhat aggressive in light of the
limited time before the notes' maturity (about 6 months). Moody's notes
that Vitro could try to access alternative cash sources, such as baskets
under Vena's credit facilities, still outstanding Vitro Crisa sales
proceeds, capital market refinancing, or smaller divestitures of ancillary
real estate. However, accessing some of these sources simultaneously could
be difficult if the above transaction is not consummated as planned.
The outlook could be changed back to stable once Vitro sufficiently
addresses this liquidity event. Specific milestones that Moody's would like
to see include Vitro obtaining adequate contractually committed funds
available to meet the May 2007 notes maturity (such as through the closing
of the aforementioned transaction), and the assurance that such funds will
be dedicated to debt repayment purposes. Ratings could be lowered if it
became apparent that Vitro will not, or only with difficulty, be able to
meet the debt maturity.
The affirmation of Vitro's ratings acknowledges the company's improved
consolidated operating performance based on solid earnings growth at Vena
since 2005 and the more recent and recovery of its flat glass joint venture,
Vitro Plano. In the nine months ended September 30, 2006, consolidated
sales and reported EBIT rose by 8.8% and 21.4%, respectively (in nominal US
dollars). For the same period, reported consolidated EBIT margin improved
to 7.5% (8.5% ex inventory reduction effect), from 6.7% in the prior year's
period.
Vitro's B2 corporate family rating balances the company's single-B type
competitive position, its improving and now borderline B/Ba margin and asset
efficiency measures, with Debt/EBITDA that maps to the Ba category, single-B
EBIT/Interest coverage and a Free Cash Flow/Debt ratio that is consistent
with a Caa. The corporate family rating also reflects Vitro's relatively
weak near term liquidity, as described above. Vitro's current rating is in
line with the B2 yielded by Moody's Rating Methodology for Packaging
Manufacturers for Metals, Glass and Plastic Containers.
The Caa1 ratings for Vitro's senior notes due 2007 and 2013 reflect the
notes' structural subordination to debt located at operating subsidiaries,
and the solid expected recovery in the event of default.
These ratings were affirmed:
-- Corporate family rating, at B2;
-- US$225 million 11.75% senior unsecured notes, due 2013,
at Caa1; and
-- US$152 million 11.375% senior unsecured notes, due 2007,
at Caa1.
The ratings outlook was changed to negative from stable.
Headquartered in Monterrey, Mexico, Vitro, S.A. de C.V., through is two
subsidiaries, Vena and Vitro Plano, is a leading global glass producer,
serving the construction and automotive glass markets and glass containers
needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical
industries. For the twelve months ended September 30, 2006, consolidated
sales reached about US$2.36 billion.
===========
P A N A M A
===========
CHIQUITA: Weak Third Quarter Results Cue S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cincinnati,
Ohio-based Chiquita Brands International Inc., including its corporate
credit rating, from 'B+' to 'B'. The ratings remain on CreditWatch with
negative implications where they were placed on Sept. 26, 2006, following
the company's announcement that third-quarter operating performance was
expected to be significantly affected by continued weak banana prices in
European and trading markets, excess fruit supply, and lower sales/higher
costs in its Fresh Express business because of recent industry health
concerns related to E.-coli-tainted spinach.
Total debt outstanding at the company was about $990 million as of Sept. 30,
2006.
"The downgrade follows Chiquita's recent third-quarter earnings release and
reflects continued weak operating performance and significantly higher than
expected leverage," said Standard & Poor's credit analyst Alison Sullivan.
For the twelve months ended Sept. 30, 2006, adjusted EBITDA declined by 45%
as compared to the prior-year period. This included over a 75% decline in
adjusted EBITDA for the third quarter alone -- third-quarter operating
performance was weaker than expected because of intense pricing pressure in
Europe; and unusually hot weather in northern Europe, which reduced consumer
demand for bananas, depressed prices, and contributed to substantial price
weakness in trading markets, where Chiquita incurred substantial losses on
the sale of temporary excess supply from Latin America.
Additionally, Fresh Express experienced lower sales and higher costs related
to fresh spinach health concerns in the U.S. beginning in mid-September,
although there have been no confirmed cases of consumer illness linked by
the FDA to Fresh Express products. Chiquita is also faced with ongoing
challenging conditions in Europe following the tariff change effective Jan.
1, 2006, that has increased competition, leading to lower pricing, and
higher net tariff costs. As a result, credit measures have weakened
further. Lease adjusted total debt to EBITDA increased to about 6.5x for
the 12 months ended Sept. 30, 2006, from about 4x at Dec. 31, 2006, and
Standard & Poor's believes leverage could increase further over the near
term, given challenging operating conditions.
In addition, the company is seeking an amendment of its credit facility to
preclude any violation of its covenants that otherwise would occur upon the
expiration of the existing waiver and to provide additional flexibility in
future periods. If Chiquita receives an amendment to its credit facility
and operating performance does not deteriorate significantly in the interim,
Standard & Poor's will affirm the 'B' corporate credit rating, remove all
ratings from credit watch and assign a negative outlook.
Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and
distributes fresh food products including bananas and nutritious
blends of green salads. The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks. Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide including Panama.
=====================
P U E R T O R I C O
=====================
BURGER KING: Earns US$40 Mil. for Quarter Ended Sept. 30, 2006
--------------------------------------------------------------
Burger King Holdings Inc. delivered positive results for the first quarter
of its 2007 fiscal year with strong growth in revenues, net income and
earnings per share. The performance was the result of widespread
improvement across the company, including the 11th consecutive quarter of
positive comparable sales growth, increased new restaurant openings, company
restaurant margin improvement and a significantly lower corporate tax rate,
said Burger King CEO John W. Chidsey.
Driven by positive comparable sales in every region worldwide and an
increase in new restaurant openings, revenues for the first quarter of
fiscal year 2007 reached a record US$546 million -- an increase of 7% from
the same quarter of the previous fiscal year.
Net income increased 82% to US$40 million from US$22 million in the same
period last year. On an adjusted basis, net income rose 14% to US$40
million from US$35 million in the same period last year, which takes into
account US$17 million in unusual items in the prior year, including US$13
million in costs related to early debt retirement.
Earnings per share increased 58% to 30 cents per share in the first quarter
as compared with 19 cents per share in the same quarter last year. Earnings
per share rose 15% to 30 cents per share from an adjusted earnings per share
of 26 cents in the same period last year.
Comparable sales in the United States and Canada rose by 2.6% for the
quarter, the 10th straight quarter of positive comparable sales growth.
Worldwide, comparable sales increased by 2.4% for the quarter, the 11th
consecutive quarter of worldwide positive comparable sales growth.
"It's been more than a decade since the company has seen 11 consecutive
quarters of positive comp sales," said Mr. Chidsey. "Our BK Stacker,
introduced in North America in July, continues to exceed our expectations,
and our BK Value Menu is growing both revenue and bottom-line profitability.
"Positive comp sales in Latin America were fueled by the introduction of new
and improved premium products as well as the Value Menu. Across Europe, the
introduction of premium products, as well as improved operations and new
marketing campaigns, are resonating regionally. These results speak to the
resurgence of the Burger King brand and its underlying reach to consumers.
"We still see many opportunities ahead to increase comp sales, especially in
the competitive breakfast and late night hours, and we have a strong
promotions pipeline, including our Xbox video game launch beginning in
mid-November, that we believe will drive both restaurant guest traffic and
sales."
Average Restaurant Sales
System-wide average restaurant sales or ARS increased 5% to US$300,000
during the first quarter of fiscal 2007 as compared with US$287,000 in the
same quarter last year. And system-wide trailing 12-month ARS reached a
record high of US$1.14 million as compared with US$1.11 million for the
trailing 12 months that ended Sept. 30, 2005.
"Solid comp sales, coupled with new restaurants that are generating higher
revenues, are moving ARS toward our U.S. system-wide goal of US$1.3
million," Mr. Chidsey said.
More than 2,000 U.S. Burger King restaurants -- or about 30% of the U.S.
system -- were operating at or above this level by the end of the first
quarter. The last 50 free-standing restaurants that opened in the U.S. and
have operated for at least a year have achieved an ARS of US$1.47 million,
which is 29% higher than the current U.S. system average.
Decreasing Debt
The company retired US$50 million in debt, using cash generated from
operations during the quarter. An additional US$35 million in debt was
retired on Oct. 6, 2006. Since the company's IPO in May 2006, the company
has retired US$435 million in debt, a 30% reduction in total debt. The
company's cash and investment balance was US$157 million at the close of the
quarter.
"Our free cash flow is consistently strong, and we will continue to pay down
debt in order to reduce our interest expense. We are also considering other
uses for our cash, including strategic investments to grow the brand as well
as returning it to shareholders in the form of dividends or share repurchase
programs," said Burger King CFO Ben K. Wells.
Tax Rate Reduction
The company's effective tax rate decreased by more than 10%age points to
approximately 37%, as the result of tax benefits realized from an
operational realignment of the company's European and Asian businesses,
which became effective
July 1, 2006, and reduced tax valuation allowances.
Future Growth
The company continued its expansion of new restaurants internationally,
including 101 new restaurant openings in Europe, the Middle East and in Asia
Pacific (EMEA/APAC) and 90 new restaurant openings in Latin America in the
last 12 months. System-wide, 42 franchised and company restaurants, net of
closures, have opened since Sept. 30, 2005.
"In our highly franchised business model, unit growth has a
disproportionately positive impact on earnings and, therefore, we are intent
on expanding our presence worldwide," Mr. Chidsey said.
The company is on target to achieve its key goals for the fiscal year:
-- Growing top-line revenue 6 - 7%;
-- Growing adjusted EBITDA 10 - 12%;
-- Increasing adjusted net income in excess of 20%; and
-- Reducing debt using excess cash generated from operations.
Mr. Chidsey said, "Our first quarter results demonstrate the strength of our
brand and the continuing momentum of our business. The company's
performance will accelerate throughout the fiscal year as we open more
restaurants, grow ARS and increase restaurant traffic through operational
excellence, innovative marketing and sponsorships and, of course, our great
food."
The Burger King(R) system (NYSE: BKC) -- http://www.bk.com/--
operates more than 11,100 restaurants in all 50 states and in
more than 65 countries and U.S. territories worldwide.
Approximately 90% of BURGER KING restaurants are owned and
operated by independent franchisees, many of them family-owned
operations that have been in business for decades.
Burger King Corp. operates restaurants in the Latin American,
Caribbean and Mexican Region. The company's first international
restaurant opened in 1963 in Puerto Rico. Since 1994, Burger
King has opened more than 300 restaurants in the Latin American
region, producing some of the strongest comparable store sales
growth for the brand around the world. Burger King(R)
restaurants in Latin America serve approximately 1,600 customers
per day each, making them some of the highest volume restaurants
in the system.
* * *
As reported in the Troubled Company Reporter on June 23, 2006,
Fitch assigned initial ratings for Burger King Corp., the
world's second largest fast food hamburger restaurant chain.
Fitch assigned the Company its 'B+' Issuer Default Rating.
Fitch also rated the Company's US$150 million revolving credit
facility maturing June 2011; and US$967 million aggregate
remaining term loan A and B outstanding maturing June 2011 and
June 2012, respectively, at 'BB/RR2'. Fitch said that the
Outlook on all Ratings is Positive.
* * *
On Sept. 8, 2006, Standard & Poor's Ratings Services raised the
corporate credit and senior secured debt ratings on Miami-based
quick-service operator Burger King Corp. to 'BB-' from 'B+'.
FIRST BANCORP: Declares Payment of Preferred Dividends
------------------------------------------------------
First BanCorp has declared the next payment of dividends on its Series A
through E Preferred shares.
The estimated corresponding amounts, record dates and payment dates for the
Series A through E Preferred Shares are:
Series US$Per/share Record Date Payment Date
A 0.1484375 Nov. 28, 2006 Nov. 30, 2006
B 0.17395833 Nov. 15, 2006 Nov. 30, 2006
C 0.1541666 Nov. 15, 2006 Nov. 30, 2006
D 0.15104166 Nov. 15, 2006 Nov. 30, 2006
E 0.14583333 Nov. 15, 2006 Nov. 30, 2006
Regulatory approvals for payments of dividends were obtained as a part of
First BanCorp's previously announced agreement with the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation and
the Office of the Commissioner of Financial Institutions of the Commonwealth
of Puerto Rico.
First BanCorp (NYSE: FBP) -- http://www.firstbankpr.com/-- is
the parent corporation of FirstBank Puerto Rico, a state
chartered commercial bank with operations in Puerto Rico, the
Virgin Islands and Florida; of FirstBank Insurance Agency; and
of Ponce General Corporation. First BanCorp, FirstBank Puerto
Rico and FirstBank Florida, formerly UniBank, the thrift
subsidiary of Ponce General, all operate within U.S. banking
laws and regulations.
* * *
As reported in the Troubled Company Reporter on March 22, 2006,
Fitch Ratings affirmed the ratings and Outlook for First Bancorp
and FirstBank Puerto Rico: long-term Issuer Default Rating
'BB'/short-term 'B'. Fitch said the rating outlook remains
negative.
INTERLINE BRANDS: Third Quarter Sales Up 39.1% to US$314.2MM
------------------------------------------------------------
Interline Brands, Inc., reported record sales and earnings for the quarter
ended Sept. 29, 2006. Sales for the third quarter of 2006 increased 39.1%
over the comparable 2005 period. Earnings per diluted share were US$0.43 for
the third quarter of 2006, an increase of 30% over adjusted pro-forma
earnings per diluted share of US$0.33 in the same period last year. GAAP
earnings per diluted share were US$0.43 for the third quarter of 2006
compared with GAAP earnings per diluted share of US$0.30 for the third
quarter of 2005. In the third quarter of 2005, the company incurred US$0.9
million in costs associated with a secondary offering of common stock.
Michael Grebe, Interline's President and Chief Executive Officer, commented,
"Interline posted record results in the third quarter. Our core business
remained strong, fueled by average organic daily sales growth of 8.9%.
AmSan, which we acquired in July, also had strong performance in the
quarter. We are very pleased with our early integration efforts with AmSan,
and sales and earnings are above our original expectations."
Third Quarter 2006 Performance
Sales for the quarter ended Sept. 29, 2006 were US$314.2 million, a 39.1%
increase over sales of US$225.8 million in the comparable 2005 period.
Average organic daily sales growth for the third quarter was 8.9%.
"Our revenue growth in the third quarter was driven by a combination of our
acquisition of AmSan as well as strong organic growth in our facilities
maintenance market -- which grew at 11.5% -- one of the highest quarterly
growth rates in several years", said William Sanford, Chief Operating
Officer. "Our professional contractor business grew 8.4% in the third
quarter in addition to the 19.2% we grew in the third quarter of 2005."
Gross profit increased US$33.9 million to US$120.1 million for the third
quarter of 2006, up from US$86.2 million in the comparable period of 2005.
As a percentage of net sales, gross profit remained consistent with the
comparable 2005 period at 38.2%. Excluding the AmSan acquisition, gross
profit improved 20 basis points to 38.4% compared with 38.2% in the
comparable 2005 period.
SG&A expenses for the third quarter of 2006 were US$84.6 million compared
with US$58.9 million for the third quarter of 2005. As average of net
sales, SG&A expenses were 26.9% compared with 26.1% in the comparable 2005
period. SG&A expenses in the third quarter of 2006 included US$1.1 million
in share-based compensation expense, which is US$0.9 million more than in
the prior year quarter.
"We invested approximately US$2 million during the quarter in organic growth
initiatives, including the expansion of our field sales and telesales
forces, as well as national accounts and supply chain management programs"
said Mr. Grebe. "These are proven growth initiatives for Interline Brands,
and we are able to adjust investment levels based on changing market
conditions."
Operating income was US$31.6 million, or 10.1% of sales, for the third
quarter of 2006 compared with US$22.9 million, or 10.2% of sales, for the
third quarter of 2005, a 37.9% increase. Excluding US$0.9 million in
secondary offering costs, adjusted operating income for the third quarter of
2005 was 10.6% of sales.
YTD 2006 Performance
Sales for the nine months ended Sept. 29, 2006 were US$774.3 million, a
23.7% increase over sales of US$626.0 million in the comparable 2005 period.
The first nine months of 2006 included one less shipping day than the prior
year period. Average daily sales for the first nine months of 2006
increased 24.3%. Average organic daily sales growth for the nine months was
10.4%.
Operating income was US$74.9 million, or 9.7% of sales, for the nine months
ended Sept. 29, 2006 compared with US$61.1 million, or 9.8% of sales, for
the nine months ended September 30, 2005, a 22.6% increase. Excluding US$2.0
million of incremental share-based compensation, operating income for the
nine months ended Sept. 29, 2006 was 9.9% of sales, and increased 25.9% over
the comparable prior year period.
Adjusted pro forma earnings per diluted share was US$0.99 for the nine
months ended Sept. 29, 2006, an increase of approximately 18% over adjusted
pro forma earnings per diluted share of US$0.84 in the same period last
year. Including a charge of US$0.39 per share related to the early
extinguishment of debt, GAAP earnings per diluted share was US$0.60 for the
nine months ended Sept. 29, 2006, compared with GAAP earnings per diluted
share of US$0.61 for the nine months ended
Sept. 30, 2005.
Business Outlook
Mr. Grebe stated, "So far, 2006 has been a very successful year for
Interline with record results in every quarter. We are very pleased with
the performance of the business, the execution on our recent refinancing,
our acquisition of AmSan, and AmSan's performance during its first quarter
with Interline. Despite the fact that our fourth quarter last year was a
strong quarter for organic revenue growth, and will make for a challenging
comparison, we remain optimistic about the remainder of the year."
Mr. Grebe continued, "We are increasing our earnings guidance for the full
year to account for our better than expected third quarter performance.
Adjusted pro forma earnings per share for fiscal year 2006 are expected to
be US$1.32-US$1.34. Our projections for the fourth quarter remain unchanged
with expected earnings per diluted share for the fourth quarter between
US$0.33-US$0.35."
This estimate of adjusted pro forma earnings per share for fiscal year 2006
excludes a US$20.7 million loss on early extinguishment of debt, or US$0.39
per share, which was incurred in June 2006 when the Company refinanced its
11-1/2% senior subordinated notes and its senior bank credit facility.
Adjusted pro forma net income per diluted share was US$1.12 for fiscal year
2005 and US$0.28 for the fourth quarter of 2005.
GAAP net income per diluted share is projected to be US$0.93 - US$0.95 for
fiscal year 2006 compared with GAAP net income per diluted share of US$0.89
for fiscal 2005. GAAP net income per diluted share for the fourth quarter
of 2005 was US$0.28.
Headquartered in Jacksonville, Florida, Interline Brands, Inc.
-- http://www.interlinebrands.com/-- is a leading national
distributor and direct marketer of maintenance, repair and
operations products to approximately 160,000 professional
contractors, facilities maintenance professionals, and specialty
distributors across North America and Puerto Rico.
* * *
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Interline Brands
Inc., as well as its B3 rating on the company's $200 million
8.125% Senior Subordinate Notes due 2014. Those debentures were
assigned an LGD5 rating suggesting noteholders will experience an 82% loss
in the event of default.
Additionally, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these loans and bond
debt obligations of the company:
Projected
Old POD New POD LGD Loss-Given
Debt Issue Rating Rating Rating Default
---------- ------- ------- ------ ----------
$100m Sr. Sec.
Revolver Due
2012 Ba3 Ba2 LGD2 29%
$100m Sr. Sec.
Term Loan Due
2013 Ba3 Ba2 LGD2 29%
$130m Sr. Sec.
Delayed Draw
Term Loan Due
2013 Ba3 Ba2 LGD2 29%
SANTANDER BANCORP: Earns US$8.7 Mil. for Quarter Ended Sept. 30
---------------------------------------------------------------
Santander BanCorp reported its unaudited financial results for the quarter
and the nine months ended Sept. 30, 2006. Net income for the third quarter
of 2006, reached US$8.7 million, compared with net income of US$17.4 million
reported during the third quarter of 2005. For the nine months ended Sept.
30, 2006, net income reached US$33.1 million compared with US$62.9 million
reported for the same period in 2005. Net income for the quarter and nine
months ended Sept. 30, 2006, includes the after- tax cost of a personnel
reduction program amounting to US$4.5 million and US$5.4 million,
respectively.
Net interest margin on a tax equivalent basis increased by 82 basis points
to 3.66% for the quarter ended Sept. 30, 2006, compared with the third
quarter of 2005. For the nine months ended Sept. 30, 2006, net interest
margin on a tax equivalent basis expanded by 64 basis points to 3.61%,
compared with the same period in 2005.
The US$8.7 million decrease in net income for the quarter ended
Sept. 30, 2006,, was principally due to:
(i) US$7.8 million in expenses related to the personnel
reduction program;
(ii) a US$5.4 million decrease in net interest income,
excluding the operations of Santander Financial Services,
Inc. aka Island Finance, attributable principally to the
settlement of approximately US$910 million in commercial
loans secured by mortgages in two separate transactions
in November 2005 and May 2006,; and
(iii) partially offset by a US$5.3 million decrease in income
tax expense. Increases in net interest income, provision
for loan losses and operating expenses were mainly due to
the operations of Island Finance.
The US$29.8 million decrease in net income for the nine months ended Sept.
30, 2006, was principally due to:
(i) a decrease of US$11.8 million in gain on sale of
securities (net of loss on extinguishment of debt);
(ii) US$9.6 million in expenses related to the personnel
reduction program;
(iii) a US$7.7 million decrease in gain on sale of loans
related to a portfolio of charged-off consumer loans;
(iv) a US$9.3 million decrease in net interest income,
excluding the Island Finance operations, attributable
principally to the settlement of approximately US$910
million in commercial loans secured by mortgages; and
(v) partially offset by a decrease in income tax expense of
US$5.0 million. The increase in net interest income,
provision for loan losses and operating expenses during
the period is primarily associated with the Island
Finance operation.
Financial Results
The quarter and nine months ended Sept. 30, 2006, reflected a decline in net
income when compared with the same periods in 2005 due principally to
expenses related to a personnel reduction program and significant decreases
in 2006, in gains on sale of loans and in other investment portfolio
activities. For the nine months ended Sept. 30, 2006, the effect of the
settlement of commercial loans secured by mortgages also had an unfavorable
impact on net interest income when compared with the same period in 2005,
which is partially offset by the acquisition of the Island Finance business.
The Corporation's financial results for the quarter and nine months ended
Sept. 30, 2006, were affected by:
-- The Corporation experienced a net interest margin
expansion of 82 basis points including the Island Finance
business and an eleven basis point reduction excluding
Island Finance for the quarter ended Sept. 30, 2006,,
versus the same period in the prior year.
-- During 2006,, the Corporation's net interest income
reflected a decrease over the prior year from the
settlement of approximately US$910 million in commercial
loans secured by mortgages that had a net spread of
approximately 1.5%. In May 2006, the Corporation settled
US$608.2 million in loans to Doral Financial Corp. that
resulted in a charge-off of US$5.3 million. In November
2005 the Corporation settled US$301.3 million in
commercial loans secured by mortgages to R&G Financial
Corp. that resulted in a termination penalty payment of
US$6.0 million to the Corporation.
-- Non-interest income decreased during the nine months ended
Sept. 30, 2006, compared with the same period in the
prior year, as a result of these transactions in 2005:
* a gain on sale of securities (net of the loss on
extinguishment of debt) of US$11.8 million, and
* a gain on sale of loans of US$7.7 million (comprised
of a gain on sale of previously charged-off consumer
loans of US$6.1 million and a gain on sale of
mortgage loans to an unrelated third party of
US$1.6 million).
During the nine months ended Sept. 30, 2006,, there were
unfavorable valuations of mortgage loans held for sale
amounting to US$1.2 million, loss on derivative
transactions of US$2.4 million and lower recognition of
mortgage servicing rights of US$1.8 million partially
offset by higher broker-dealer, asset management and
insurance fees of US$2.5 million and other fees of US$2.3
million.
-- The Corporation experienced an increase in operating
expenses related to the Island Finance operation and
expenses related to a personnel reduction program.
Excluding the Island Finance operation and expenses
related to the personnel reduction program, operating
expenses decreased by 2.1% and 1.7%, respectively, for
the quarter and nine months ended Sept. 30, 2006,.
-- A personnel reduction program, including an early
retirement plan, was implemented at Banco Santander
Puerto Rico, its banking subsidiary, resulting in a
reduction in personnel with estimated annual savings of
approximately US$6 to 8 million. The after-tax cost of
the program was US$4.5 million and US$5.4 million,
respectively, for the quarter and for the nine months
ended Sept. 30, 2006.
-- The Corporation's income tax expense decreased US$5.3
million and US$5.0 million for the three and nine month
periods ended Sept. 30, 2006, respectively. These
decreases were due to lower net income before tax.
The effective income tax rate was 33.8% for the nine
months ended Sept. 30, 2006, versus 25.8% for the same
period in 2005. The increase in the effective rate was
due to lower exempt income in 2006, favorable tax rates
on capital gains transactions in 2005 and the special
income taxes imposed by the Government of Puerto Rico for
taxable year 2006.
-- The Corporation grew its loan portfolio by 16.0% year
over year, excluding the acquisition of the Island Finance
loan portfolio and the settlement of the commercial loans
secured by mortgages. Residential mortgage production for
the quarter increased by 32.4% over the same period in the
previous year to US$237.7 million.
Net income for the quarter ended Sept. 30, 2006, was US$8.7 million or
US$0.19 per common share compared with net income for the quarter ended
Sept. 30, 2005, of US$17.4 million or US$0.37 per common share. Annualized
Return on Average Common Equity or ROE and Return on Average Assets or ROA
were 6.08% and 0.39%, respectively, for the quarter ended Sept. 30, 2006,
compared with 11.78% and 0.82%, respectively, for the third quarter of 2005.
The Efficiency Ratio for the quarters ended
Sept. 30, 2006, and 2005 was 70.25% and 65.82%, respectively. The cost of
the personnel reduction program, net of tax had an impact of 19 basis
points, 309 basis points and 728 basis points on the Corporation's ROA, ROE
and Efficiency Ratio, respectively.
Net income for the nine months ended Sept. 30, 2006,, was US$33.1 million or
US$0.71 per common share compared with net income for the nine months ended
Sept. 30, 2005, of US$62.9 million or US$1.35 per common share. Annualized
Return on Average Common Equity and Return on Average Assets were 7.94% and
0.51%, respectively, for the nine months ended
Sept. 30, 2006, compared with 14.13% and 1.02%, respectively, for the nine
months ended Sept. 30, 2005. The Efficiency Ratio for the nine months ended
Sept. 30, 2006, and 2005 was 67.16% and 62.96%, respectively. The cost of
the personnel reduction program, net of tax had an impact of 8 basis points,
130 basis points and 314 basis points on the Corporation's ROA, ROE and
Efficiency Ratio(2), respectively.
Income Statement
The US$8.7 million or 49.8% reduction in net income for the quarter ended
Sept. 30, 2006, compared with the same period in 2005 was principally due to
increases in net interest income of US$19.1 million, provision for loan
losses of US$15.8 million and operating expenses of US$19.7 million, mainly
due to the Island Finance operation and the personnel reduction program.
These changes were partially offset by favorable variances in derivative
transactions of US$1.6 million and mortgage loan valuations of US$1.2
million, as well as a decrease in the provision for income tax of US$5.3
million.
For the nine months ended Sept. 30, 2006,, net income decreased
US$29.8 million or 47.4% compared with the same period in 2005 due to
increases in net interest income of US$49.4 million, provision for loan
losses of US$28.5 million and in operating expenses of US$38.6 million,
mainly from the Island Finance operation and expenses related to the
personnel reduction program, together with a decrease of US$17.1 million in
non-interest income. The Island Finance operation (including the after-tax
contribution to the insurance operation of Santander Insurance Agency)
contributed approximately US$1.7 million to the Corporation's net income for
the nine months ended
Sept. 30, 2006.
Net interest margin for the third quarter of 2006, was 3.66% compared with
2.84% for the third quarter of 2005. This increase of 82 basis points in
net interest margin was mainly due to an increase of 220 basis points in the
yield on average interest earning assets primarily as a result of the
acquisition of the assets of Island Finance on Feb. 28, 2006. There was an
increase of 143 basis points in the average cost of interest bearing
liabilities. Excluding the Island Finance operation, net interest margin
for the third quarter of 2006, decreased eleven basis points to 2.73% versus
2.84% for the prior year. Interest income increased US$49.6 million or
43.4% during the third quarter of 2006, compared with the same period in
2005, while interest expense also increased US$30.5 million or 53.6%.
For the third quarter of 2006, average interest earning assets increased
US$256.0 million or 3.2% and average interest bearing liabilities increased
US$444.0 million or 6.4% compared with the same period in 2005. The
increment in average interest earning assets compared with the third quarter
of 2005 was driven by an increase in average net loans of US$396.4 million,
which was partially offset by a decrease in average investments of US$81.8
million and average interest bearing deposits of US$58.5 million. The
increase in average net loans was due to an increase of US$531.3 million or
26.5% in average mortgage loans as a result of the Corporation's continued
emphasis on growing this portfolio by strengthening its residential mortgage
production capabilities.
There was also an increase of US$678.2 million or 127.7% in the average
consumer loan portfolio as a result of the acquisition of Island Finance.
These increases were partially offset by a decrease in the commercial loan
portfolio of US$789.8 million or 21.6% due to the settlement with Doral of
US$608.2 million of commercial loans secured by mortgages during the second
quarter of 2006, and the settlement with R&G of US$301.3 million of
commercial loans secured by mortgages during the fourth quarter of 2005.
Excluding the settlement of the loans with Doral and R&G, the average
commercial loan portfolio grew US$253.1 million or 9.7%.
The increase in average interest bearing liabilities of US$444.0 million was
driven by an increase in average borrowings of US$468.7 million compared to
the quarter ended Sept. 30, 2005. This increase was due to debt of US$725
million incurred pursuant to the acquisition of Island Finance and the
refinancing of other existing debt of the Corporation, as well as the
private placement of US$125 million Trust Preferred Securities classified as
borrowings in the consolidated financial statements.
For the nine months ended Sept. 30, 2006, net interest margin was 3.61%
compared with 2.97% for the same period in 2005. This increase of 64 basis
points in net interest margin was mainly due to an increase of 193 basis
points in the yield on average interest earning assets primarily as a result
of the acquisition of the assets of Island Finance. There was an increase
of 135 basis points in the average cost of interest bearing liabilities.
Excluding the Island Finance operation, net interest margin for the nine
months ended Sept. 30, 2006, is 2.82%. Interest income increased US$131.7
million or 40.3% during the nine months ended Sept. 30, 2006, compared with
the same period in 2005, while interest expense increased US$85.4 million or
56.2% over the same period.
For the nine months ended Sept. 30, 2006, average interest earning assets
increased US$321.0 million or 4.1% and average interest bearing liabilities
increased US$502.6 million or 7.4% compared with the same period in 2005.
The increment in average interest earning assets compared with the nine
months of 2005 was driven by an increase in average net loans of US$543.2
million, which was partially offset by decreases in average investment
securities and average interest bearing deposits of US$120.9 million and
US$101.4 million, respectively. The increase in average net loans was due
to an increase of US$577.5 million or 32.5% in average mortgage loans as a
result of the Corporation's continued emphasis of growing this portfolio by
strengthening its residential mortgage production capabilities.
There was also an increase of US$565.4 million or 114.0% in the average
consumer loan portfolio as a result of the acquisition of Island Finance.
These increases were partially offset by a decrease in the commercial loan
portfolio of US$584.0 million or 16.2% due to the settlement with Doral of
US$608.2 million of commercial loans secured by mortgages during the second
quarter of 2006, and the settlement with R&G of US$301.3 million of
commercial loans secured by mortgages during the fourth quarter of 2005.
Excluding the settlement of the loans with Doral and R&G, the average
commercial loan portfolio grew US$460.1 million or 18.0%.
The provision for loan losses increased US$15.8 million or 338.71% from
US$4.7 million for the quarter ended
Sept. 30, 2005, to US$20.4 million for the third quarter in 2006, and
US$28.5 million or 185.2% from US$15.4 million for the nine months ended
Sept. 30, 2005, to US$43.9 million for the nine months ended Sept. 30, 2006.
The increase in the provision for loan losses was due primarily to the
Island Finance operation that registered a provision for loan losses of
US$14.4 million and US$27.5 million for the quarter and seven months (from
acquisition) ended Sept. 30, 2006.
For the quarter ended Sept. 30, 2006, other income reached US$31.0 million
compared with US$28.7 million reported for the same period in 2005. This
US$2.3 million or 8.1% increase in other income was mainly due to an
increase in gain on derivative transactions of US$1.6 million and a
favorable change in the valuation of mortgage loans available for sale of
US$1.2 million for the third quarter of 2006, compared with the same period
in 2005.
For the nine months ended Sept. 30, 2006, other income decreased US$17.1
million or 17.1% compared with the same period in 2005. This decrease was
due to the following transactions in 2005 that did not recur in 2006 -- a
gain on sale of securities (net of the loss on extinguishment of debt) of
US$11.8 million, a gain on sale of loans of US$7.7 million composed mainly
of a gain on sale of previously charged-off consumer loans of US$6.1 million
and a gain on sale of mortgage loans to an unrelated third party of US$1.6
million.
There was a loss on derivatives in 2006, of US$0.6 million compared with a
gain in 2005 of US$2.9 million. Also, a loss on valuation of mortgage loans
available for sale of US$1.2 million in 2006, together with a decrease in
the recognition of mortgage servicing rights of US$1.8 million on mortgage
loans sold to third parties. Broker-dealer, asset management and insurance
fees reflected an increase of US$2.5 million due primarily to the effect of
the Island Finance operation on the insurance operations for the period.
Insurance fees reflected an increase of US$3.6 million while broker-dealer
and asset management reflected a decrease of US$1.1 million for the nine
months ended Sept. 30, 2006, compared with the same period in 2005. Bank
service charges, fees and other increased US$1.2 million, or 11.7% and
US$4.0 million, or 12.7% for the quarter and
nine-month periods ended Sept. 30, 2006. These increases were primarily in
fees on deposit accounts, credit cards, mortgages and account analysis.
For the quarter and nine months ended Sept. 30, 2006, the Efficiency Ratio
was 70.25% and 67.16%, respectively, reflecting increases of 443 and 420
basis points, respectively compared with Efficiency Ratios of 65.82% and
62.96% for the three and nine month periods ended Sept. 30, 2005. These
increases were mainly the result of higher operating expenses during the
quarter and nine months ended Sept. 30, 2006, resulting expenses related to
a personnel reduction program. Payments pursuant to the personnel reduction
program reached US$7.8 million and US$9.6 million for the quarter and nine
months ended
Sept. 30, 2006, respectively. Excluding these personnel reduction expenses,
the Efficiency Ratio for the three and nine month periods ended Sept. 30,
2006, was 62.97% and 64.02%, a 285 basis point reduction for the quarter and
a 105 basis point increase for the nine months ended Sept. 30, 2006,
respectively compared with the same periods in 2005.
Operating expenses increased US$19.7 million or 35.2% from US$55.9 million
for the quarter ended Sept. 30, 2005, to US$75.6 million for the quarter
ended Sept. 30, 2006. This increase was due primarily to the Island Finance
operation which reflected operating expenses of US$13.0 million and expenses
related to a personnel reduction program of US$7.8 million for the quarter
ended Sept. 30, 2006. During the third quarter of 2006, there were
increases in salaries and employee benefits of US$11.3 million together with
an increase in other operating expenses of US$8.4 million. Island Finance
salaries and employee benefits for the quarter ended Sept. 30, 2006, were
US$6.1 million and other operating expenses were US$6.9 million. An
increase in salaries due to payments related to the personnel reduction
program of US$7.8 million was offset by decreases in accruals for
performance compensation of US$0.7 million.
During the second semester of 2006, the Corporation announced an early
retirement program available to all employees 55 years of age and older with
at least 15 years of service. The participation rate was higher than
expected resulting in greater expenses during the quarter. Excluding Island
Finance expenses and personnel reduction expenses, operating expenses for
the third quarter of 2006, compared with the same period in 2005, reflected
a decrease of US$1.2 million or 2.1% comprised of a decrease in personnel
expenses of US$2.7 million and
an increase in non-personnel expenses of US$1.5 million. The reduction in
personnel expenses was due to a decrease of US$1.6 million in commissions,
US$0.7 million in performance bonuses and US$0.6 million in temporary
personnel, for the third quarter of 2006, compared with the third quarter of
2005. The US$1.5 million increase in non-personnel expenses (excluding
Island Finance expenses) was primarily due to increases in EDP servicing,
amortization and technical services of US$1.0 million, credit card expenses
of US$0.3 million and occupancy costs of US$0.3 million.
For the nine months ended Sept. 30, 2006, operating expenses increased
US$38.6 million or 23.2% from US$165.9 million for the nine months ended
Sept. 30, 2005 to US$204.5 million for the same period in 2006. This
increase was due to operating expenses of Island Finance of US$31.8 million
and expenses related to a personnel reduction program of US$9.6 million in
2006. For the nine months ended Sept. 30, 2006, there were increases in
salaries and employee benefits of US$19.1 million together with an increase
in other operating expenses of US$19.4 million. Island Finance salaries and
employee benefits were US$15.1 million for the seven months (since
acquisition) ended Sept. 30, 2006, and other operating expenses were US$16.7
million. Decreases in accruals for performance compensation of US$3.5
million and US$1.2 million in temporary personnel offset an increase in
salaries due to payments pursuant to the personnel reduction program of
US$9.6 million. Excluding Island Finance expenses and expenses related to
personnel reductions, operating expenses reflected a decrease of US$2.8
million or 1.7% for the nine months ended Sept. 30, 2006, compared with
Sept. 30, 2005.
Balance Sheet
Total assets as of Sept. 30, 2006, increased US$480.0 million or 5.5% to
US$9.2 billion compared with US$8.7 billion as of
Sept. 30, 2005, and US$906.2 million or 11.0% compared with total assets of
US$8.3 billion as of Dec. 31, 2005. As of
Sept. 30, 2006, there was an increase of US$457.3 million in net loans,
including loans held for sale compared with
Sept. 30, 2005 balances and US$640.5 million compared with
Dec. 31, 2005, balances. The investment securities portfolio decreased
US$194.2 million, from US$1.7 billion as of
Sept. 30, 2005, to US$1.5 billion as of Sept. 30, 2006.
The net loan portfolio, including loans held for sale, reflected an increase
of 7.5% or US$457.3 million, reaching US$6.6 billion at Sept. 30, 2006,
compared with the figures reported as of Sept. 30, 2005. Compared with Dec.
31, 2005, the net loan portfolio grew by US$640.5 million or 10.8% from
US$6.0 billion. The mortgage loan portfolio at Sept. 30, 2006, grew
US$534.3 million or 26.5% compared with Sept. 30, 2005 and US$407.2 million
or 19.0% compared with December 31, 2005. Mortgage loans originated during
the third quarter of 2006, reached US$237.7 million or 32.4% more than the
same quarter last year. Mortgage loans originated during the nine months
ended Sept. 30, 2006, reached US$667.2 million or 19.8% more than the same
period last year. The consumer loan portfolio also reflected growth of
US$678.6 million or 125.4%, as of Sept. 30, 2006, compared with Sept. 30,
2005 due primarily to the acquisition of Island Finance. Compared with
December 31, 2005 the consumer loan portfolio reflected an increase of
US$652.6 million or 115.1%. The commercial loan portfolio decreased
US$727.6 million or 20.0% compared with Sept. 30, 2005 and US$392.0 million
or US$11.9% compared with December 31, 2005, as a result of the settlement
of commercial loans secured by mortgages with Doral and R&G during the
second quarter of 2006, and the fourth quarter of 2005, respectively.
Deposits of US$5.3 billion at Sept. 30, 2006, reflected a decrease of 6.4%,
compared with deposits of US$5.7 billion as of Sept. 30, 2005 and a 2.1%
increase, compared with deposits of US$5.2 billion as of Dec. 31, 2005,
respectively. Total borrowings at Sept. 30, 2006, (comprised of federal
funds purchased and other borrowings, securities sold under agreements to
repurchase, commercial paper issued, and term and capital notes) increased
US$765.2 million or 35.1% and US$735.5 million or 33.3%, compared with
borrowings at Sept. 30, 2005 and December 31, 2005, respectively. The
increase in borrowings was due to debt of US$725 million incurred pursuant
to the acquisition of Island Finance, the refinancing of other existing debt
of the Corporation and the private placement of US$125 million Trust
Preferred Securities classified as borrowings in the consolidated financial
statements.
Financial Strength
Non-performing loans to total loans as of Sept. 30, 2006, was 1.63%, a 48
basis point and 41 basis point increase compared with the reported 1.15% as
of Sept. 30, 2005, and 1.22% reported as of Dec. 31, 2005, respectively.
Non-performing loans at Sept. 30, 2006, amounted to US$108.8 million
comprised of Island Finance non-performing loans of US$27.0 million and
US$81.8 million of non-performing loans of the Bank. The Corporation's
non-performing loans (excluding Island Finance non-performing loans)
reflected an increase of US$10.6 million or 14.9% compared with
non-performing loans as of Sept. 30, 2005. Non-performing loans of the
Corporation as of Sept. 30, 2006, (excluding Island Finance non-performing
loans) reflected an increase of US$8.1 million or 11.0% compared with
non-performing loans as of Dec. 31, 2005. The increase of non-performing
loans (excluding Island Finance non- performing loans) is principally due to
residential mortgages, which increased US$12.1 million and US$6.8 million,
respectively, when compared with
Sept. 30, 2005 and Dec. 31, 2005.
Island Finance loans acquired pursuant to the Asset Purchase Agreement on
Feb. 28, 2006, are subject to a guarantee by Wells Fargo of up to US$21.0
million (maximum reimbursement amount) for net losses in excess of US$34.0
million, occurring on or prior to the 15th month anniversary of the
acquisition. The Corporation is provided with an additional guarantee of up
to US$7.0 million for net losses incurred in the acquired loan portfolio in
excess of US$34.0 million during months 16 to 18 of the anniversary, subject
to the maximum aggregate reimbursement amount of US$21.0 million.
The allowance for loan losses represents 1.41% of total loans as of Sept.
30, 2006, a 34 basis point increase over 1.06% reported as of Sept. 30, 2005
and a 30 basis point increase over the 1.11% reported as of Dec. 31, 2005.
The allowance for loan losses to total loans excluding mortgage loans as of
Sept. 30, 2006, was 2.28% compared with 1.58% at Sept. 30, 2005, and 1.73%
at December 31, 2005. The allowance for loan losses to total non-performing
loans at Sept. 30, 2006, decreased to 86.53% compared with 92.82% at Sept.
30, 2005. This ratio was 90.72% at Dec. 31, 2005. This decrease was the
result of the increase in non-performing loans related primarily to the
Island Finance portfolio. Excluding non-performing mortgage loans (for which
the Company has historically had a minimal loss experience) this ratio is
207.2% at Sept. 30, 2006, compared with 243.9% as of Sept. 30, 2005 and
235.5% as of Dec. 31, 2005.
As of Sept. 30, 2006, total capital to risk-adjusted assets (BIS ratio)
reached 11.19% and Tier I capital to risk-adjusted assets and leverage
ratios were 8.14% and 5.96%, respectively.
Customer Financial Assets under Control
As of Sept. 30, 2006, the company had US$13.0 billion in Customer Financial
Assets under Control. Customer Financial Assets under Control include bank
deposits (excluding brokered deposits), broker-dealer customer accounts,
mutual fund assets managed, and trust, institutional and private accounts
under management.
Shareholder Value
During the quarter ended Sept. 30, 2006, Santander BanCorp declared a cash
dividend of 16 cents per common share, resulting in a current annualized
dividend yield of 3.4%. Market capitalization reached approximately US$0.9
billion (including affiliated holdings) as of Sept. 30, 2006.
There were no stock repurchases during 2006, and 2005 under the Stock
Repurchase Program. As of Sept. 30, 2006, the Company had acquired, as
treasury stock, a total of 4,011,260 shares of common stock, amounting to
US$67.6 million.
Santander BanCorp is a publicly held financial holding company
that is traded on the New York Stock Exchange (SBP) and on
Latibex (Madrid Stock Exchange). About 91% of the outstanding common stock
of Santander BanCorp is owned by Banco Santander Central Hispano, S.A aka
Santander. The company has four wholly owned subsidiaries -- Banco
Santander Puerto Rico, Santander Securities Corp., Santander Financial
Services and Santander Insurance Agency.
* * *
As reported in the Troubled Company Reporter on May 30, 2006,
Fitch affirmed the Individual ratings of Santander Bancorp and
Banco Santander Puerto Rico at 'C'.
UNIVISION COMM: Posts US$536.1MM Net Revenue for Third Quarter
--------------------------------------------------------------
Univision Communications Inc. reported that net revenue increased 7.8% to
US$536.1 million from US$497.5 million in 2005 for the quarter ended Sept.
30, 2006. Pro forma operating income before depreciation and amortization1
increased 12.2% to US$202.5 million in 2006 from US$180.5 million in 2005.
Pro forma net income1 increased 22.2% to US$96.8 million in 2006 from
US$79.2 million in 2005 and pro forma diluted earnings per share1 increased
26.1% to US$0.29 in 2006 from US$0.23 in 2005.
The television business was the main driver of the financial results for the
third quarter 2006, generating net revenue growth of 14.8% and pro forma
operating income before depreciation and amortization1 growth of 23.3%.
The advertising-related businesses, which exclude the music business, grew
third quarter 2006 net revenue by 13.4% to US$506.6 million from US$446.7
million in 2005 and pro forma operating income before depreciation and
amortization1 by 19.3% to US$204.2 million from US$171.1 million in 2005.
During the third quarter 2006, the 2006 FIFA World Cup contributed an
estimated US$24.7 million of incremental net revenue and an estimated US$0.3
million of incremental pro forma operating income before depreciation and
amortization1. Excluding the estimated incremental impact of the World Cup,
third quarter 2006 net revenues increased 2.8% and pro forma operating
income before depreciation and amortization1 increased 12.1%.
A. Jerrold Perenchio, Chairman and Chief Executive Officer, said, "This was
another successful quarter for Univision, as reflected in our strong
financial performance and continuing ratings leadership. We are very
pleased with the momentum we are experiencing in the key areas of our
business, as we continue to benefit from the strength of our assets and the
rapidly increasing interest in Spanish-language media in the U.S. We remain
on track to complete the previously announced sale of Univision during the
first quarter of 2007."
Ray Rodriguez, President and Chief Operating Officer, said, "Univision
continues to grow and deliver excellent results. The Univision Network
further strengthened its competitive position, delivering more 18-34 year
old viewers than at least one of the major English-language networks on four
out of every five nights of the third quarter. TeleFutura delivered
double-digit audience growth in primetime and total day among the major
demographics, our radio group achieved another quarter of strong ratings
results, and Univision.com was once again named the #1 Spanish-language
website by Simmons Research."
Andrew W. Hobson, Senior Executive Vice President, Chief Financial Officer
and Chief Strategic Officer, said, "Univision achieved strong third quarter
earnings, driven by notable revenue growth in our advertising-related
businesses. In particular, our results were bolstered by our television
business, which delivered growth of 14.8% in net revenues and 23.3% in pro
forma operating income before depreciation and amortization2."
The Univision Network was once again solidly positioned as the #5 network in
the country in primetime among all Adults 18-34, 18-49 and Total Viewers 2+
as measured by Nielsen's NTI. On four out of every five nights of the third
quarter, Univision attracted more total Adult viewers 18-34 than ABC, CBS,
NBC or FOX. Univision was the #2 network in the country in primetime among
all Adults 18-24, proving that Univision is more popular among these young
adult viewers than ABC, CBS, NBC, UPN and WB.
Compared with all previous third quarters, Univision achieved its second
highest primetime and total day Adult 18-49 audience levels in the 2006
third quarter. Over the course of the third quarter, Univision increased
viewership 13% among Adults 18-34 and 14% among Adults 18-49 in primetime.
In July, Univision's broadcast of the third annual "Premios Juventud" (Youth
Awards) set record-breaking audience levels, reaching 10.4 million viewers
and ranking as the #1 network of the night in any language among all Adults
18-34 with more viewers than the primetime lineups of ABC, CBS, NBC and FOX.
Viewership increased 12% among Adults 18-34, 17% among Adults 18-49, 13%
among Total Viewers 2+, 44% among Teens 12-17 and 20% among Kids 2-11,
compared to the special's broadcast last year.
Locally, Univision stations were ranked as the #1 station in any language in
primetime during the 2006 July Sweeps among Adults 18-34 in New York, Los
Angeles, Dallas, Houston, San Antonio, Sacramento, Phoenix, Fresno and
Bakersfield, and among Adults 18-49 in New York, Los Angeles, Miami, Dallas,
Houston, Phoenix, Sacramento, Bakersfield and Fresno. In total day,
Univision stations were ranked as the #1 station in 13 major markets among
Adults 18-34, including the nation's two largest markets - New York and Los
Angeles.
TeleFutura Network
The TeleFutura Network achieved significant audience growth in the 2006
third quarter, increasing primetime viewership 23% among Adults 18-34 and
17% among Adults 18-49, compared to third quarter last year. In total day,
TeleFutura's viewership increased 17% among Adults 18-34 and 11% among
Adults 18-49. The Network's audience growth was bolstered by a slate of
successful movies in primetime, in addition to very strong audience levels
for both the 4:00 p.m. weekday novela block, which increased 62% among
Adults 18-34 and 53% among Adults 18-49, and the 10:00 p.m. weeknight
mini-series, which increased 48% among Adults 18-34 and 19% among Adults
18-49. In the third quarter, TeleFutura was the #2 Spanish-language
network, behind only Univision, in early morning, weekend daytime and
weekend primetime among Hispanic Adults 18-34 and 18-49.
Galavision Network
Galavision remained the #1 cable network among Hispanics during the third
quarter, attracting more Hispanic viewers 18-49 in primetime than any other
cable network, regardless of language. In the 2006 third quarter,
Galavision attracted more Adults 18-49 than in any previous third quarter,
increasing audience levels 8% in primetime and 5% in total day, compared to
third quarter last year. Galavision's third quarter Adult 18-49 audience
was nearly three times the size of the combined audience of all other
measured Spanish-language cable networks in primetime and more than three
times the size of their combined audience in total day.
Radio Highlights
Univision Radio's net revenue grew 6.5% in the third quarter, out-performing
the industry as a whole, which was flat, as reported by the Radio
Advertising Bureau. In the 2006 Arbitron summer book, Univision Radio's
outstanding programming and effective cross promotion with Univision's local
television stations resulted in audience share growth among major
demographics in key markets compared to the summer book last year. In Los
Angeles, Univision increased its cluster share 28% among Adults 25-54 and
24% among Adults 18-34. KSCA and KLVE once again ranked as the #1 and #2 st
ations in the market among all Adults 25-54 and, for the first time since
2001, among all Persons 12+ (Hispanic and Non-Hispanic) as well. Univision
Radio's Miami cluster audience share also experienced notable growth,
increasing Adult 25-54 and 18-34 shares 28% and 46%, respectively. In San
Francisco, Houston, San Diego, and Las Vegas, markets that have recently
attracted new Spanish-language competition, Univision Radio increased
audience share more than 30% among Adults 25-54.
Music Highlights
Univision Music Group maintained its solid #1 position in the U.S. Latin
music industry, with an average of 33 of the top 100 Latin album titles sold
during the 2006 third quarter, according to Nielsen Soundscan. During the
third quarter, Univision Music Group artists received a total of 25
nominations for the 7th Annual Latin GRAMMY(r) Awards, which will air
tonight on the Univision Television Network. Despite maintaining its leading
position, Univision Music Group's significant financial downturn continued
into the third quarter of 2006, which the Company attributes to
underperforming releases, slippage in the release schedule and a continued
high level of returns compounded by political and economic factors impacting
music sales in the industry.
Internet Highlights
Univision Online continued to experience significant growth in the 2006
third quarter, increasing page impressions 40% and unique visits 49%
compared to third quarter last year. Also in the 2006 third quarter,
Univision.com was named the most visited Spanish-language website among
Hispanic Internet users, according to a study conducted by Simmons Research.
The study found that Spanish-dominant and bilingual Hispanics online visit
Univision.com two times more often than Yahoo! en Espanol and AOL Latino,
four times more often than MSN Latino and 20 times more often than
Terra.com. Univision.com, which now delivers 11 million unique browsers per
month, has remained the #1 Spanish-language website since the first industry
study of online Hispanics was conducted in 2001.
Headquartered in Los Angeles, Calif., Univision Communications
Inc., -- http://www.univision.net/-- a Spanish-language
broadcaster, owns and operates more than 60 television stations
in the U.S. and Puerto Rico offering a variety of news, sports,
and entertainment programming. The company had about US$1.4
billion in debt at March 31, 2006.
* * *
As reported in the Troubled Company Reporter on July 4, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured notes ratings on Univision Communications
Inc. to 'BB-' from 'BBB-', based on the company's agreement in
principle to a US$12.3 billion (excluding existing debt) LBO led
by investor group Madison Dearborn Partners LLC.
As reported in the Troubled Company Reporter on June 30, 2006,
Fitch downgraded Univision Communications Inc.'s IDR and senior
unsecured debt ratings to 'BB' from 'BBB-', and the ratings
remain on Rating Watch Negative.
=================================
T R I N I D A D & T O B A G O
=================================
DIGICEL LTD: Civil Court Postpones Trial with Rival Firm
--------------------------------------------------------
The Civil Court in San Fernando has postponed the trial between Digicel Ltd.
and Telecommunications Services of Trinidad and Tobago aka TSTT regarding
the call conflict, the Trinidad and Tobago Express reports.
As reported in the Troubled Company Reporter-Latin America on Nov. 6, 2006,
Kevin White, the chief executive officer of Digicel Trinidad and Tobago,
said that the company filed on
Oct. 30 an injunction to stop the TSTT from blocking calls from the firm's
clients. According to Mr. White, Digicel expects a court hearing on Nov. 2.
However, Justice Nolan Bureaux has moved the trial to Nov. 22 and 23, when a
part of the application will be heard in San Fernando, The Express notes.
On Nov. 24 and 27 the rest of the matter will be heard in Port of Spain.
The Express underscores that Martin G. Daly represented TSTT, with the
assistance of Sashi Indarsingh. Mr. Daly can be reached at:
Martin G. Daly
M.G. Daly & Partners
115A Abercrombie Street
Port of Spain
Trinidad & Tobago
Phone: 627-9014
Fax: 627-5006
E-mail: daly@mgdaly.com
Other Contacts: Sashi Indarsingh, Partner
Jo-Anne Julien, Partner
Vasheist Kokaram, Partner
Alvin Fitzpatrick and Terrance Bharath represented Digicel, The Express
states. Mr. Fitzpatrick can be reached at:
Alvin Fitzpatrick
Senior Ordinary Member
Law Association of Trinidad and Tobago
3rd Floor, Hudson-Phillips Building
#33 St. Vincent Street
Port of Spain, Trinidad
West Indies
Phone: (868) 625-9350
E-mail: lawassoc@tstt.net.tt
Digicel Ltd. is a wireless services provider in the Caribbean region founded
in 2000, and controlled by Denis O'Brien. The company started operations in
Jamaica in April 2001 and now offers GSM mobile services in Caribbean
countries including Jamaica, St. Lucia, St. Vincent, Aruba, Grenada,
Barbados, Bermuda, Cayman, and Curacao among others. Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid -- estimated
market share of 67% and revenues and EBITDA of US$478 million and US$155
million, respectively.
* * *
On July 12, 2006, Moody's Investors Service assigned a B3 senior unsecured
rating to the US$150 million add-on Notes offering of Digicel Ltd. and
affirmed Digicel's existing B3 senior unsecured and B1 Corporate Family
Ratings. Moody's changed the outlook to stable from positive.
* * *
Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel Ltd.'s
proposed add-on offering of US$150 million 9.25% senior notes due 2012.
These notes are an extension of the US$300 million notes issued in July
2005. In addition, Fitch also affirms Digicel's foreign currency Issuer
Default Rating and the existing US$300 million senior notes due 2012 at 'B'.
Fitch said the rating outlook is stable.
=============
U R U G U A Y
=============
* URUGUAY: UTE Cleans Up Oil Spill at Punta del Tigre Plant
-----------------------------------------------------------
UTE, the state power firm of Uruguay, said in a statement that it is
currently cleaning up diesel spill at its Punta del Tigre thermoelectric
plant. The spill happened on Oct. 25.
UTE conducted a technical analysis, which determined that a fault in the
design of a valve was the cause of the spill, Business News Americas
reports.
* * *
On Sept 11, 2006, Fitch rated Uruguay's US$400 million issue of
5% inflation-indexed bonds payable in U.S. dollars and maturing
Sept. 14, 2018 'B+'.
* URUGUAY: Inks Pact to Sell Gasoline to Ecuador
------------------------------------------------
The Uruguayan government agreed to sell gasoline to Ecuador, Bloomberg News
reports.
According to Bloomberg, Uruguay, which imports 15 million barrels of oil per
year, has an annual gasoline surplus that can reach 300 million liters
(79,156 gallons). That surplus will now have a market, Daniel Martinez,
president of Uruguay's ANCAP, the country's state-run energy company, told
Bloomberg.
Meanwhile, Uruguay agreed with PetroEcuador, Ecuador's state oil company, to
participate in bids to buy crude next year, Bloomberg quoted Ivan Rodriguez,
Ecuador's energy minister.
"It's spectacular, the possibility of buying crude from Ecuador, because it
generates a strong flow of trade and strengthens our capacity to be open to
the world." Mr. Martinez told Bloomberg.
The energy minister added that Ecuador will try to follow Uruguay's policies
to save 10% of energy, which will allow Ecuador to save US$100 million per
year, Bloomberg relates.
"Sometimes we have energy shortages because we are too dependent on the
rains, so we need to have reserves and for that we have to encourage
savings," Mr. Rodriguez was quoted by Bloomberg as saying. "A country that
needs education, health, imagine what it could do with that money."
* * *
On Sept 11, 2006, Fitch rated Uruguay's US$400 million issue of
5% inflation-indexed bonds payable in U.S. dollars and maturing
Sept. 14, 2018 'B+'.
=================
V E N E Z U E L A
=================
CITGO PETROLEUM: Sales in Oklahoma Drop
---------------------------------------
A number of gas station owners in Oklahoma told the Associated Press that
sales of Citgo Petroleum Corp.'s gas have decreased significantly since
Venezuelan President Hugo Chavez criticized US President George W. Bush in a
speech.
Sales decreased up to 15%, AP says, citing Weister Smith -- the president of
Arkansas Valley, a wholesale distributor that delivers Citgo Petroleum gas
to 30 stations in Oklahoma and Missouri.
Mr. Smith told Tulsa World, "We started losing business at our stores. Some
of our independent retailers came to us and asked us to make a change away
from Citgo. Some of them actually covered up their Citgo signs."
According to AP, gas station owners in Oklahoma are dropping Citgo Petroleum
to switch to other brands.
AP underscores that Citgo Petroleum, which sells gas through 13,700 stations
in the US, disclosed in July a plan to stop supplying fuel to 1,900
Citgo-branded stations in 10 states by March 2007. However, some
independent retailers want their suppliers to speed up the transition to
another brand.
Duff Thompson, president of Fiesta Mart, told AP, rumors of a boycott of
Citgo Petroleum stations started spreading after President Chavez's speech,
prompting Citgo Petroleum to speed up plans to re-brand eight of the
company's Tulsa stores that have sold gas under the Citgo Petroleum name.
"We have some stores showing declines. But I wouldn't attribute it all to
the Chavez situation," Mr. Thompson told AP.
Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela SA, the state-owned oil company of
Venezuela.
Petroleos de Venezuela is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical, and coal industry, as well as
planning, coordinating, supervising, and controlling the operational
activities of its divisions, both in Venezuela and abroad.
* * *
Standard and Poor's Ratings Services assigned a 'BB' rating on Citgo
Petroleum Corp.
Citgo Petroleum carries Fitch's BB- Issuer Default Rating. Fitch also rates
the company's US$1.15 billion senior secured revolving credit facility
maturing in 2010 at 'BB+', its US$700 million secured term-loan B maturing
in 2012 at 'BB+', and its senior secured notes at 'BB+'.
SUPERIOR ENERGY: Appoints Harold Bouillion as Board Director
------------------------------------------------------------
Superior Energy Services, Inc. 's board of directors, at the recommendation
of its Nominating and Corporate Governance Committee, has appointed Harold
J. Bouillion to serve as a director until the 2007 annual meeting of
stockholders.
From 1966 until 2002, Mr. Bouillion was with KPMG LLP where he served as
Managing Partner of the New Orleans office from 1991 through 2002 and as Tax
Partner-in-Charge of the New Orleans office from 1977 through 1991. Since
his retirement from KPMG in 2002, Mr. Bouillion has served as the Managing
Director of Bouillion & Associates, LLC, which provides tax and financial
planning services.
Terence Hall, Chairman and CEO of Superior, stated, "We are pleased to
welcome Harold to our Board. His financial expertise and knowledge of our
company should be an excellent complement to the industry experience and
financial background of our other directors."
Mr. Bouillion is a Certified Public Accountant. He currently serves on the
boards of several New Orleans-area community organizations, including the
National World War II Museum, the UNO Foundation, and Goodwill Industries of
Southeastern Louisiana, Inc. Mr. Bouillion earned a bachelor's degree in
Accounting from the University of Louisiana-Lafayette and his MBA from
Louisiana State University.
Superior Energy Services, Inc. -- http://www.superiorenergy.com/
-- provides specialized oilfield services and equipment focused
on serving the production-related needs of oil and gas companies
primarily in the Gulf of Mexico and the drilling-related needs
of oil and gas companies in the Gulf of Mexico and select
international market areas. The Company uses its production
related assets to enhance, maintain and extend production and,
at the end of an offshore property's economic life, plug and
decommission wells. Superior also owns and operates mature oil
and gas properties in the Gulf of Mexico.
The company has operations in the United States, Trinidad and Tobago,
Australia, the United Kingdom, and Venezuela, among others.
As reported in the Troubled Company Reporter on Nov. 3, 2006, Standard &
Poor's Ratings Services affirmed its 'BB' corporate credit rating and its
'BB-' senior unsecured rating on Superior Energy Services Inc., and also
assigned its 'BB+' senior secured rating and '1' recovery rating to the
company's US$200 million term loan B. S&P said the outlook is stable.
PETROLEOS DE VENEZUELA: Demands Two US Firms to Modify Contracts
----------------------------------------------------------------
Petroleos de Venezuela SA, the state-owned oil company of Venezuela,
demanded that US firms ConocoPhillips and Chevron Corp. change their
contracts with Caracas so the government will gain control of their assets,
the United Press International reports.
According to UPI, Petroleos de Venezuela wants a 51% controlling stake in
the four extra-heavy crude ventures in Venezuela. It has given its foreign
partners in these deals until the end of 2006 to cooperate.
MarketWatch relates that Petroleos de Venezuela asked ConocoPhillips and
Chevron Corp. to merge two separate extra-heavy oil projects into one firm.
UPI states that ConocoPhillips holds a 50.1% stake in Petrozuata and a 40%
stake in Hamaca. Chevron controls 30% of Hamaca and has no stake in
Petrozuata. Petroleos de Venezuela holds a 49.9% stake in Petrozuata and a
30% stake in Hamaca.
"It is something obvious that, for example, in Petrozuata and (Hamaca) where
two partners have 80%, it should be united in one company. It is something
that we are proposing openly and discussing," Eulogio Del Pino, the
Petroleos de Venezuela director, told UPI.
Petroleos de Venezuela SA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the operational
activities of its divisions, both in Venezuela and abroad.
* * *
As reported in the Troubled Company Reporter-Latin America on Nov. 3, 2006,
Standard & Poor's Ratings Services revised the CreditWatch implications on
its 'B+' long-term foreign currency corporate credit rating on Petroleos de
Venezuela SA to positive from developing.
The revision of the CreditWatch status on Petroleos de Venezuela reflects
S&P's expectations that downgrade risk has receded, and the issuer credit
rating will either be raised and equalized with the rating on Petroleos de
Venezuela's owner, the Bolivarian Republic of Venezuela (BB-/Positive/B), or
affirmed at 'B+'.
PETROLEOS DE VENEZUELA: Satisfying Ethanol Local Demand by 2009
---------------------------------------------------------------
Proyecto Etanol, Petroleos de Venezuela SA's unit that manufactures ethanol,
hopes to satisfy local market demand by 2009, Business News Americas
reports, citing project leader Eglys Gonzalez.
Mr. Gonzalez said that domestic demand will be satisfied by 2009, with any
surpluses liable to be exported, BNamericas says.
As reported in the Troubled Company Reporter-Latin America on Oct. 31, 2006,
Petroleos de Venezuela launched Proyecto Etanol. Ethanol production would
begin in March 2007.
Mr. Gonzalez told BNamericas that Proyecto Ethanol will reach its peak
production in 2012.
The total cost of the ethanol plan for the period 2005-12 is US$2.5 billion.
Petroleos de Venezuela has to import all of the ethanol it uses from Brazil,
BNamericas says, citing Mr. Gonzalez. Premium gasoline made in Venezuela
will have up to 10% ethanol.
According to BNamericas, Venezuela is one of the leading producers of
premium gasoline in the world. Much of its gasoline is shipped to the US
where the fuel by law has to have around 10% ethanol content to lessen
emissions.
Mr. Gonzalez told BNamericas that the Pio Tamayo project in Lara will be
producing 25,000l of ethanol daily, starting early 2007. Proyecto Etanol
should add four more plants by 2009. By 2012 production is expected to be
over 10 million liters per day.
The price will not be very competitive at first. Venezuelan ethanol will
cost US$0.43 a liter against US$0.40 per liter for Brazilian ethanol. The
issue here is one of self-reliance not mere economics, BNamericas says,
citing Mr. Gonzalez.
"We will then go to more competitive levels, covering production in terms of
price. Plus we are saving on transportation costs," Mr. Gonzalez told
BNamericas.
Petroleos de Venezuela SA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the operational
activities of its divisions, both in Venezuela and abroad.
* * *
Standard & Poor's said on July 17 that it may lower the company's B+
foreign-currency debt rating in part because of the absence of timely
financial and operating information.
* VENEZUELA: Chavez Threatens of Possible Oil Supply Cut to U.S.
----------------------------------------------------------------
Venezuelan President Hugo Chavez warned of oil supply cut to the United
States if the American government won't recognize the presidential
elections' results in the Latin American nation, Bloomberg News reports.
"The devil should restrain his crazies here," the Venezuela president said
on a televised speech. "If not, the U.S. empire is going to regret it if
they try to drag us along the road to destabilization. We won't send one
drop of oil to the U.S. There will be no more oil for the U.S." The
Venezuelan president had called U.S. President George W. Bush as the devil
during the former's speech at the recently concluded United Nation's
assembly in New York.
President Chavez has repeatedly made the same threat in the past after a
failed coup in 2002. The Venezuelan president believes the U.S. government
was behind the plot to destabilize his government.
* * *
Venezuela's foreign currency long-term debt is rated B1 by Moody's, B+ by
Standard & Poor's, and BB- by Fitch.
* BOND PRICING: For the week of October 30 -- November 3, 2006
--------------------------------------------------------------
Issuer Coupon Maturity Price
------ ------ -------- -----
ABC Rail Product 10.500% 12/31/04 0
Adelphia Comm. 3.250% 05/01/21 0
Adelphia Comm. 6.000% 02/15/06 1
Adelphia Comm. 7.500% 01/15/04 75
Adelphia Comm. 8.125% 07/15/03 71
Adelphia Comm. 9.500% 02/15/04 64
Allegiance Tel. 11.750% 02/15/08 45
Allegiance Tel. 12.875% 05/15/08 40
Amer & Forgn Pwr 5.000% 03/01/30 67
Amer Color Graph 10.000% 06/15/10 69
Antigenics 5.250% 02/01/25 64
Anvil Knitwear 10.875% 03/15/07 69
Archibald Candy 10.000% 11/01/07 0
ATA Holdings 13.000% 02/01/09 4
Atlantic Coast 6.000% 02/15/34 13
Autocam Corp. 10.875% 06/15/14 51
Bank New England 8.750% 04/01/99 5
Bank New England 9.500% 02/15/96 13
BBN Corp 6.000% 04/01/12 0
Budget Group Inc 9.125% 04/01/06 0
Burlington North 3.200% 01/01/45 58
Calpine Corp 4.750% 11/15/23 51
Calpine Corp 6.000% 09/30/14 43
Calpine Corp 7.625% 04/15/06 73
Calpine Corp 7.750% 04/15/09 73
Calpine Corp 7.750% 06/01/15 35
Calpine Corp 7.875% 04/01/08 75
Calpine Corp 8.500% 02/15/11 52
Calpine Corp 8.625% 08/15/10 52
Calpine Corp 8.750% 07/15/07 71
Calpine Corp 10.500% 05/15/06 74
Cell Therapeutic 5.750% 06/15/08 70
Central Tractor 10.625% 04/01/07 0
Chic East Ill RR 5.000% 01/01/54 57
Clark Material 10.750% 11/15/06 0
Collins & Aikman 10.750% 12/31/11 5
Comcast Corp 2.000% 10/15/29 41
Comprehens Care 7.500% 04/15/10 65
Cooper Standard 8.375% 12/15/14 74
Dal-Dflt09/05 9.000% 05/15/16 33
Dana Corp 5.850% 01/15/15 69
Dana Corp 6.500% 03/01/09 74
Dana Corp 6.500% 03/15/08 74
Dana Corp 7.000% 03/01/29 69
Dana Corp 7.000% 03/15/28 69
Dana Corp 9.000% 08/15/11 72
Delco Remy Intl 9.375% 04/15/12 44
Delco Remy Intl 11.000% 05/01/09 49
Delta Air Lines 2.875% 02/18/24 34
Delta Air Lines 7.700% 12/15/05 34
Delta Air Lines 7.900% 12/15/09 35
Delta Air Lines 8.000% 06/03/23 35
Delta Air Lines 8.300% 12/15/29 36
Delta Air Lines 9.250% 03/15/22 36
Delta Air Lines 9.250% 12/27/07 29
Delta Air Lines 9.750% 05/15/21 35
Delta Air Lines 10.000% 06/01/08 56
Delta Air Lines 10.000% 06/01/11 70
Delta Air Lines 10.000% 08/15/08 36
Delta Air Lines 10.060% 01/02/16 73
Delta Air Lines 10.125% 05/15/10 35
Delta Air Lines 10.375% 02/01/11 36
Delta Air Lines 10.375% 12/15/22 35
Delta Mills Inc 9.625% 09/01/07 23
Deutsche Bank NY 8.500% 11/15/16 72
Diamond Triumph 9.250% 04/01/08 71
Diva Systems 12.625% 03/01/08 1
Dov Pharmaceutic 2.500% 01/15/25 48
Drum Financial 12.875% 09/15/99 0
Dura Operating 8.625% 04/15/12 30
Dura Operating 9.000% 05/01/09 8
Duty Free Int'l 7.000% 01/15/04 0
DVI Inc 9.875% 02/01/04 8
Dyersburg Corp 9.750% 09/01/07 0
E.Spire Comm Inc 10.625% 07/01/08 0
E.Spire Comm Inc 13.750% 07/15/07 0
Eagle Family Food 8.750% 01/15/08 74
Empire Gas Corp 9.000% 12/31/07 1
Epix Medical Inc 3.000% 06/15/24 71
Exodus Comm Inc 10.750% 12/15/09 0
Exodus Comm Inc 11.625% 07/15/10 0
Fedders North AM 9.875% 03/01/14 63
Federal-Mogul Co. 7.375% 01/15/06 63
Federal-Mogul Co. 7.500% 01/15/09 65
Federal-Mogul Co. 8.160% 03/06/03 60
Federal-Mogul Co. 8.250% 03/03/05 61
Federal-Mogul Co. 8.330% 11/15/01 63
Federal-Mogul Co. 8.370% 11/15/01 60
Federal-Mogul Co. 8.370% 11/15/01 63
Federal-Mogul Co. 8.800% 04/15/07 65
Finova Group 7.500% 11/15/09 28
Ford Motor Co 6.625% 02/15/28 74
Ford Motor Co 7.125% 11/15/25 75
Ford Motor Co 7.400% 11/01/46 74
Ford Motor Co 7.700% 05/15/97 74
Ford Motor Co 7.750% 06/15/43 75
GB Property Fndg 11.000% 09/29/05 57
Golden Books Pub 10.750% 12/31/04 0
Graftech Int'l 1.625% 01/15/24 75
GST Network Fndg 10.500% 05/01/08 0
Gulf Mobile Ohio 5.000% 12/01/56 75
HNG Internorth 9.625% 03/15/06 38
Home Prod Intl 9.625% 05/15/08 71
Imperial Credit 9.875% 01/15/07 0
Inland Fiber 9.625% 11/15/07 63
Insight Health 9.875% 11/01/11 22
Iridium LLC/CAP 10.875% 07/15/05 24
Iridium LLC/CAP 11.250% 07/15/05 24
Iridium LLC/CAP 13.000% 07/15/05 24
Iridium LLC/CAP 14.000% 07/15/05 25
Isolagen Inc. 3.500% 11/01/24 74
IT Group Inc 11.250% 04/01/09 0
JTS Corp 5.250% 04/29/02 0
Kaiser Aluminum 9.875% 02/15/02 33
Kaiser Aluminum 12.750% 02/01/03 9
Kellstrom Inds 5.500% 06/15/03 0
Kellstrom Inds 5.750% 10/15/02 0
Kmart Corp 8.540% 01/02/15 28
Kmart Corp 9.350% 01/02/20 10
Kmart Funding 9.440% 07/01/18 23
Liberty Media 3.250% 03/15/31 72
Liberty Media 3.750% 02/15/30 62
Liberty Media 4.000% 11/15/29 67
Lifecare Holding 9.250% 08/15/13 63
Macsaver Financl 7.400% 02/15/02 5
Macsaver Financl 7.600% 08/01/07 5
Macsaver Financl 7.875% 08/01/03 5
Merisant Co 9.500% 07/15/13 63
MHS Holdings Co 16.875% 09/22/04 0
Movie Gallery 11.000% 05/01/12 65
MSX Int'l Inc. 11.375% 01/15/08 73
Muzak LLC 9.875% 03/15/09 62
New Orl Grt N RR 5.000% 07/01/32 69
Northern Pacific RY 3.000% 01/01/47 58
Northern Pacific RY 3.000% 01/01/47 58
Northwest Airlines 6.625% 05/15/23 62
Northwest Airlines 7.248% 01/02/12 20
Northwest Airlines 7.625% 11/15/23 62
Northwest Airlines 7.875% 03/15/08 63
Northwest Airlines 8.700% 03/15/07 64
Northwest Airlines 8.875% 06/01/06 63
Northwest Airlines 9.152% 04/01/10 7
Northwest Airlines 9.179% 04/01/10 27
Northwest Airlines 9.875% 03/15/07 64
Northwest Airlines 10.000% 02/01/09 62
NTK Holdings Inc 10.750% 03/01/14 69
Nutritional Src 10.125% 08/01/09 66
Oakwood Homes 7.875% 03/01/04 9
Oakwood Homes 8.125% 03/01/09 6
Oscient Pharm 3.500% 04/15/11 70
OSU-DFLT10/05 13.375% 10/15/09 0
Outboard Marine 9.125% 04/15/17 0
Overstock.com 3.750% 12/01/11 73
Pac-West-Tender 13.500% 02/01/09 55
PCA LLC/PCA Fin 11.875% 08/01/09 25
Pegasus Satellite 9.625% 10/15/49 13
Pegasus Satellite 9.750% 12/01/06 11
Pegasus Satellite 12.375% 08/01/06 11
Pegasus Satellite 13.500% 03/01/07 0
Phar-mor Inc 11.720% 09/11/02 2
Piedmont Aviat 10.250% 01/15/49 3
Pixelworks Inc 1.750% 05/15/24 73
Plainwell Inc 11.000% 03/01/08 2
Pliant Corp 13.000% 07/15/10 40
Polaroid Corp 7.250% 01/15/07 0
Polaroid Corp 11.500% 02/15/06 0
Primus Telecom 3.750% 09/15/10 41
Primus Telecom 8.000% 01/15/14 60
Primus Telecom 12.750% 10/15/09 74
PSINET Inc 10.500% 12/01/06 0
PSINET Inc 11.000% 08/01/09 0
Radnor Holdings 11.000% 03/15/10 12
Railworks Corp 11.500% 04/15/09 1
Read-Rite Corp. 6.500% 09/01/04 8
RJ Tower Corp. 12.000% 06/01/13 22
Scotia Pac Co 7.110% 01/20/14 75
Spinnaker Inds 10.750% 10/15/06 0
Toys R Us 7.375% 10/15/18 75
Tribune Co 2.000% 05/15/29 67
Trism Inc 12.000% 02/15/05 0
United Air Lines 8.700% 10/07/08 39
United Air Lines 9.020% 04/19/12 56
United Air Lines 9.200% 03/22/08 49
United Air Lines 9.300% 03/22/08 49
United Air Lines 9.350% 04/07/16 33
United Air Lines 9.560% 10/19/18 61
United Air Lines 10.020% 03/22/14 49
United Air Lines 10.110% 01/05/06 3
United Air Lines 10.110% 02/19/49 48
United Air Lines 10.850% 02/19/15 48
United Homes Inc 11.000% 03/15/05 0
US Air Inc. 10.750% 01/01/49 24
Venture Holdings 11.000% 06/01/07 0
Venture Holdings 12.000% 06/01/09 0
Vesta Insurance Group 8.750% 07/15/25 9
Werner Holdings 10.000% 11/15/07 8
Wheeling-Pitt St 6.000% 08/01/10 70
Winn-Dixie Store 8.875% 04/01/08 75
Winstar Comm Inc 12.500% 04/15/08 0
Winstar Comm Inc 12.750% 04/15/10 0
World Access Inc 13.250% 01/15/08 5
Xerox Corp 0.570% 04/21/18 43
Ziff Davis Media 12.000% 07/15/10 42
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter - Latin America is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA,
and Beard Group, Inc., Frederick, Maryland USA. Marjorie C. Sabijon, Sheryl
Joy P. Olano, Stella Mae Hechanova, and Christian Toledo, Editors.
Copyright 2006. All rights reserved. ISSN 1529-2746.
This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of the
publishers.
Information contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR Latin America subscription rate is US$575 per half-year, delivered
via e-mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are US$25 each.
For subscription information, contact Christopher Beard at 240/629-3300.
* * * End of Transmission * * *